Your Directors have pleasure in presenting their 35th Annual Report on the business and operations of the Company and the accounts for the Financial Year ended 31st March, 2018.
1. FINANCIAL SUMMARY OR HIGHLIGHTS/PERFORMANCE OF THE COMPANY (STANDALONE)
(IN LACS)
Particulars
|
2017-18
|
2016-17
|
Revenue
|
929.91
|
563.41
|
Profit/floss) Before Interest and Depreciation
|
385.37
|
82.17
|
Less: Depreciation and Amortization Expenses
|
1.02
|
|
Less: Interest
|
0.02
|
0.41
|
Profit/fLoss) before tax
|
384.34
|
81.76
|
Less: Current Tax
|
106.41
|
24.25
|
Less: Deferred tax
|
(0.07)
|
|
Profit /(Loss) after Tax
|
278.00
|
57.59
|
Add: Items that will not be reclassified to profit or loss
|
89.90
|
0.41
|
Less: Income tax relating to items that will not be reclassified to profit or loss
|
24.76
|
0.12
|
Total comprehensive income for the period
|
343.14
|
57.87
|
2. Operational Performance
During the financial year 2017-18, the company has recorded revenue of Rs 9,29,91,262.22/- and has earned net profit of Rs 2,78,00,407.43/- as compared to profit of Rs. 57,58,541/- in the last year. The Directors are optimistic about future performance of the company.
3. CHANGE IN THE NATURE OF BUSINESS, IF ANY
There is no change in the nature of Business of the company
4. DIVIDEND
As the company retained the earnings for investment in future projects, The directors have not recommended for any dividend for the financial year 2017-18.
5. RESERVES
The Company has Rs.1,02,24,40,354.29 /- in the reserves. Out of the amount available for appropriation, directors has decided to transfer NIL amount to reserves.
6. SHARE CAPITAL
The share capital of the company remains unchanged during the year and company has neither issued any equity shares with differential rights nor any sweat equity shares.
S. No
|
Name of the Person
|
Designation
|
Appointment/Resignation/Change in designation
|
Date of Appt./Resign/Change in designation
|
1
|
Ms. Neha Nimja
|
Independent Director
|
Change in designation
|
25/09/2017
|
2
|
Mr. Suresh
|
Independent Director
|
Change in designation
|
25/09/2017
|
Further, in addition to the above mentioned restructuring of the Board, the following changes were also made during the last financial year: Mrs. Anupama Singh Tyagi who was liable to retire by rotation was re-appointed in the AGM held on 25th September, 2017.
In Compliance to section 203 and 134 of the Companies Act, 2013 the following Directors and Key Managerial Personnel has been appointed and resigned during the year are as follows: -
Ms. Nikita Rohilla has been appointed as the company Secretary with effect from 1st August, 2017.
8. PARTICULARS OF EMPLOYEES
Pursuant to the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, there are no employees who withdraw a salary exceeding the limits as prescribed in the aforesaid rules.
9. MEETINGS
In the Compliance of Provisions of clause (b) of sub-section (3) of Section 134 of Companies Act, 2013, there were 6 (six) Board Meetings held during the financial year, the details of which are given in the Corporate Governance Report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.
10. BOARD EVALUATION
Pursuant to the provisions of the Section 178 of the Companies Act, 2013 and Regulation 17 of SEBI Listing Regulations, 2015, the Board has carried out an annual performance evaluation of its own performance, the directors including independent directors individually as well as the evaluation of the working of its Audit, Nomination & Remuneration and Compliance Committees. The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report.
11. DECLARATION BY AN INDEPENDENT DIRECTOR(S) AND RE-APPOINTMENT, IF ANY
All independent Directors have given their Independency declaration as provided in sub-section (6) of Section 149 of the Companies Act, 2013.
12. REMUNERATION POLICY
The company has framed Remuneration Policy in compliance with Section 178 of the Companies Act, 2013, read with applicable Rules thereto and SEBI LODR Regulations.
The Key Highlights of the Policy are:
1. The Objective of Remuneration Policy is to attract and retain high calibre talent and assume that the policy is in consonance with the existing industry practice.
2. The Company's Remuneration Strategy is a key and integral component of the broader Human Resource Strategy of the Company and, whilst focusing on remuneration and related aspects of performance management, is aligned with and reinforces the employee value proposition of a superior quality of work life, that includes an enabling work environment, an empowering and engaging work culture and opportunities to learn and grow.
3. The policy ensures that remuneration practices support and encourage the performance of employees.
4. Remuneration of Executive Directors, Key Managerial Personnel and Senior Management is determined and recommended by the Board Nomination & Remuneration Committee and approved by the Board.
5. The remuneration shall be subject to the approval of the shareholders of the Company, wherever required. It shall be as per the statutory provisions of the Companies Act, 2013 read with the rules made thereunder for the time being in force.
6. Remuneration is reviewed and revised periodically and also when such a revision is warranted by the market.
There is no employee in the company drawing remuneration in excess as prescribed under Rule 5 of Companies (Appointment & Remuneration) Rules, 2014. However, the list of Top 10 employees is attached with the report and marked as Annexure-V.
13. MANAGERIAL REMUNERATION
1. Ratio of remuneration of each director to median remuneration of employees
|
|
Atul Singh Tyagi
|
3.9 Lacs (annually)
|
2. Percentage increase in remuneration of each director and KMPs
|
62.50%
|
3. Percentage increase in the median remuneration of employees
|
-16.83%
|
4. Number of permanent employees
|
24 but the Company does not employ 20 or more than 20 employees at any point of time.
|
5. Affirmation that the remuneration is as per the remuneration policy of the company
|
Yes, the Company has paid the remuneration as per the remuneration policy of the Company
|
*The Company do not employ more than 20 people at any point during the year.
14. DETAILS OF SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANIES
Name of the Companies, which become or ceased as Subsidiaries/Joint Ventures/Associates Companies during the year:
S. No.
|
Name of the Company
|
CIN/Registration Number
|
Subsidiary/Joint Ventu re/Associates Company
|
Date on which become / Ceased
|
Become/Ceased
|
1.
|
Akshat Commodity Ltd
|
U93000UR1992PLC033416
|
Associate
|
18th December, 2017
|
Become
|
Pursuant to sub-section (3) of Section 129 of the Act and rules made thereunder, the statement containing the salient feature of the financial statement of a Company's subsidiary or subsidiaries, associate company or companies and joint venture or ventures is given as Annexure-ll.
During the year, the Company generated revenue of Rs. 947.10 Lacs at group level.
Further, the Annual Accounts and related documents of the subsidiary and associate company shall be kept open for inspection at the Registered & Corporate Office of the Company after their finalization. The Company will also make available copy thereof upon specific request by any Member of the Company for the same. Further, pursuant to Accounting Standards AS-21 issued by the Institute of Chartered Accountants of India, Consolidated Financial Statements presented by the Company in this Annual Report include the financial information of its Subsidiaries and Associates.
15. AUDITORS
The Auditors, M/s Ankur Vinod & Co., Chartered Accountants were appointed as the statutory auditors of the Company in the AGM held on 25th September, 2017 to hold office till the conclusion of 39th AGM of the Company
In accordance with the Companies Amendment Act, 2017, enforced on 7th May, 2018 by the Ministry of Corporate Affairs, the appointment of Statutory Auditors is not required to be ratified at every Annual General Meeting.
The Auditor has confirmed that they are not disqualified under any provisions of Section 141(3) of Companies Act, 2013 and also their engagement with the company is within the prescribed limits under section 141 (3)(g) of Companies Act, 2013
16. AUDITORS' REPORT
The Auditors' Report does not contain any qualification. Notes to Accounts and Auditors remarks in their report are self-explanatory and do not call for any further comments.
17. DISCLOSURE ABOUT COST AUDIT
As per the Cost Audit Orders, Cost Audit is not applicable to the Company's for the FY 2017-18.
18. SECRETARIAL AUDIT REPORT
In terms of Section 204 of the Act and Rules made there under, M/s. Dharamveer Dabodia & Associates, Practicing Company Secretary has been appointed Secretarial Auditor of the Company. The report of the Secretarial Auditor is enclosed as Annexure III to this report.
The point-wise comments are enumerated as follows:
1. Delay in form filling
Due to oversight, the company failed to file some of the forms in prescribed time frame of Companies Act, 2013 and applicable additional fees has already been paid to Ministry of Corporate Affairs.
2. Company Engaged in Financing & Investment Activity
The Company is engaged in the business of Investing and granting of loan as enumerated in the main object of its Memorandum of Association.
19. INTERNAL AUDITS CONTROLS
In terms of Section 138 of the Companies Act, 2013 and Rule 13 of Company (Accounts) Rules, 2013, the Company appointed M/s "Ankur K Gupta & Co.", Chartered Accountants as Internal Auditor on 3rd February, 2016. During the year, the Company continued to implement their suggestions and recommendations to improve the control environment. Their scope of work includes review of processes for safeguarding the assets of the Company, review of operational efficiency, effectiveness of systems and processes, and assessing the internal control strengths in all areas. Internal Auditors findings are discussed and corrective steps are taken as per the directions of Audit Committee on an ongoing basis to improve efficiency in operations.
20. VIGIL MECHANISM:
In pursuant to the provisions of section 177(9) & (10) of the Companies Act, 2013, a Vigil Mechanism for Directors and Employees to report their genuine concerns has been established. The Vigil Mechanism Policy has been uploaded on the website of the Company at www.apoorvaleasingfinance.com under investors/policy documents/Vigil Mechanism Policy link.
21. RISK MANAGEMENT POLICY
The Company has in place comprehensive risk management and minimization procedures, which are reviewed by the top management.
22. EXTRACT OF ANNUAL RETURN
As required pursuant to section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies (Management and Administration) Rules, 2014, an extract of annual return in MGT 9 forms part of this Annual Report as ANNEXURE I. The extract of annual return is also available at the website of company www.apoorvaleasingfinance.com
23. MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT
There is no Material changes occurred subsequent to the close of the financial year of the Company to which the balance sheet relates and the date of the report like settlement of tax liabilities, operation of patent rights, depression in market value of investments, institution of cases by or against the company, sale or purchase of capital assets or destruction of any assets etc. However, Registrar of Companies, NCT of Delhi & Haryana has filed a winding up petition before Hon'ble National Company Law Tribunal under section 271 of the Companies Act, 2013. The matter is subjudice. Mr. Atul Singh Tyagi and M/s Times Capital Services Private Limited have given open offer to takeover the company and also for changing of management of the company.
24. COMPLIANCES OF REGULATION 39 OF SEBI (LODR) REGULATIONS, 2015
The said regulation is not applicable on the company as there are no unclaimed shares in the company.
25. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE
On 7th July, 2017, the Company has received a notice from the office of the Regional Director, Northern Region, under section 274(4) of the Companies Act, 2013 for winding up. The Company has not received any significant or material orders passed by the regulators or courts or tribunals impacting the going concern status and Company's operations in future.
26. DETAILS
According to Section 134 (5)(e) of the Companies Act, 2013, the term Internal Financial Control (IFC) means the policies and procedures adopted by the Company for ensuring the orderly and efficient conduct of its business, including adherence to Company's policies, the safeguard of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information.
The Company has a well placed internal financial control system, which ensures the all assets are safeguarded, and protected and that the transactions are authorized, recorded and reported correctly. The Company's Internal Financial Control System also comprises of due compliances with Company's policies and Standard Operating Procedures (SOPs) and audit and compliance by Internal Audit Team, M/s "Ankur K Gupta & CO.", Chartered Accountants, Delhi.
27. DEPOSITS
The company has neither accepted nor renewed any deposits falling under chapter V of Companies Act, 2013.
28. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186
The Company has provided following loans and guarantees and made following investments pursuant to Section 186 of the Companies Act, 2013:
a) Details of Investment
S.No.
|
Details of investment
|
Amount (Rs.)
|
1.
|
Investment in Listed Shares of Sun Pharma
|
2,407,996.30
|
2.
|
Mutual Fund-Franklin India Ultra Short Bond Fund
|
392,500,000.00
|
3.
|
Mutual Fund-ICICI Prudential Mutual Fund Collection
|
5,000,000.00
|
4.
|
Mutual fund-UTI Mutual Fund Collection
|
5,000,000.00
|
5.
|
Flat No. 307, Vasant Kunj
|
14,000,000.00
|
6.
|
Flat No. 403, Vasant Kunj
|
12,000,000.00
|
7.
|
Investment in Precious Stones
|
2,000,000.00
|
8.
|
Plot No. 73, Sector-45, Noida
|
17,550,800.00
|
9.
|
Shares of Akshat Commodity Limited
|
36,059,000.00
|
10.
|
Shares of Space Height Construction Pvt. Ltd.
|
1,587,500.00
|
|
Total
|
4,88,1,05,296.30
|
b) Details of Loan
SI. No
|
Particulars
|
Amount in INR
|
1.
|
Akshat Commodity Ltd.
|
34,300,000
|
2.
|
Am it Srivastava
|
2,500,000
|
3.
|
Ananya Dreams Homes Pvt. Ltd.
|
5,500,000
|
4.
|
Anmol Khatri
|
7,000,000
|
5.
|
Ashu Garments Pvt. Ltd.
|
5,400,000
|
6.
|
Brys Resorts Pvt Ltd
|
3,950,000
|
7.
|
Cloud Business Advisory Limited
|
3,000,000
|
8.
|
Deepak Bhandari
|
2,500,000
|
9.
|
Delight Buildcon Pvt. Ltd.
|
1,000,000
|
10.
|
Dolly J Studio LLP
|
17,500,000
|
11.
|
Dwarika Softech Solutions Pvt. Ltd.
|
42,500,000
|
12.
|
Espan Infrastructure Ltd.
|
15,000,000
|
13.
|
Falcon Buildtech
|
5,000,000
|
14.
|
HOTLIGHT WOODCRAFT
|
21,000,000
|
15.
|
Impex Softech Pvt. Ltd
|
8,000,000
|
16.
|
J.B.Spintex Pvt. Ltd.
|
5,000,000
|
17.
|
JS BhushanCap Fin
|
12,500,000
|
18.
|
Neeraj Kumar Singh
|
5,000,000
|
19.
|
Neeraj Singh HUF
|
8,000,000
|
20.
|
Prateek Sinha
|
3,000,000
|
21.
|
Rajinder Deepa
|
1,000,000
|
22.
|
Rocksand Support
|
17,000,000
|
23.
|
Siddhant Sharma
|
1,500,000
|
24.
|
SolitareSatyamPvt. Ltd
|
10,500,000
|
25.
|
Sparkle Edge LLP
|
7,000,000
|
26.
|
Spirare Energy Pvt. Ltd.
|
8,000,000
|
27.
|
SSK Construction Pvt. Ltd.
|
26,500,000
|
28.
|
Swarup Orimono Pvt. Ltd.
|
100,000
|
29.
|
Vanadiam Infra Project Pvt. Ltd.
|
8,000,000
|
30.
|
Vardhman Box & Printers Pvt. Ltd.
|
3,000,000
|
31.
|
Vikas Agarwal
|
2,500,000
|
29. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
The particulars of every contract or arrangements entered into by the Company with related parties referred to in sub-section (1) of section 188 of the Companies Act, 2013, are disclosed in Form No. AOC-2 as Annexure-lll of this report. With reference to section 134(3) (h) of Companies Act, 2013 all contracts and arrangement with related parties under section 188(1) entered by the Company during the financial year 2016-17 were in ordinary course of business and on arm length basis.
30. CORPORATE GOVERNANCE CERTIFICATE
The Compliance certificate from the auditors regarding compliance of conditions of Corporate Governance as stipulated in Regulation 27 of the SEBI (LODR) Regulations, 2015 is annexed with the report.
31. MANAGEMENT DISCUSSIONS AND ANALYSIS
The Management Discussion and Analysis forms part of this Annual Report for the year ended 31st March, 2018 is annexed for the reference of the stakeholders.
32. OBLIGATION OF COMPANY UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACTS, 2013
The company has in place an Anti Sexual Harassment policy in line with the requirement of the Sexual Harassment of Women at the workplace (Prevention, Prohibition & Redressal) Act, 2013. Internal Complaint Committee has been set up to redress complaints received regarding sexual Harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy.
During the financial year 2017-18 the company has not received any Sexual Harassment complaint.
33. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO
Since the Company is an investment Company and is engaged in the business of investment into various securities available in the market, it does not require to take steps for conservation of energy, utilize alternate sources of energy and to make capital Investment on energy conservation equipment's.
Further, the Company's nature of activity does not require it to obtain and absorb technology. Accordingly, the information related to technology absorption, adaptation and innovation is reported to be Nil.
Further, Company has not earned and made any expenditure in foreign currency during the financial year 2017-18, therefore foreign exchange In-Flow and Out-Flow was Nil during the year.
34. CORPORATE SOCIAL RESPONSIBILITY (CSR)
The Company is not covered by of the provisions of section 135 of the Companies Act, 2013 and the rules made thereunder, therefore, it is not mandatorily required to undertake the Corporate Social Responsibility (CSR) activities for the financial year 2017-18.
35. HUMAN RESOURCES
Your Company does not have large "human resources" as the primary business is investing activity. However, your Company continuously invests in attraction, retention and development of talent on an ongoing basis.
36. DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to Section 134(5) of the Companies Act, 2013, the Directors based on the representations received from the operating management and after due inquiry confirms that:
(a) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;
(b) the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit and loss of the company for that period;
(c) the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;
(d) the directors had prepared the annual accounts on a going concern basis; and
(e) the directors, had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.
(f) the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.
37. TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND
The provisions of the said sections are not applicable to the company as no unpaid dividend is lying with the Company.
38. LISTING WITH STOCK EXCHANGES
The Company confirms that it has paid the annual listing fees for the Year 2017-18 to BSE where the Company's shares are listed.
39. COMPLIANCE WITH SECRETARIAL STANDARDS
The Company has duly followed the applicable Secretarial standards, SS-1 &SS-2 relating to Meeting of the Board of Directors and General Meeting respectively.
40. ACKNOWLEDGEMENTS
Your Directors acknowledge the recognition given and trust reposed in your Company by the shareholders, clients, bankers, suppliers and associates and records their appreciation for the support lent by them.
For and on behalf of the Board of Directors
|
Apoorva Leasing Finance and Investment Company Limited
|
Sd/-
|
Sd/-
|
Atul Singh Tyagi
|
Suresh
|
Managing Director
|
Director
|
DIN-01335008
|
DIN- 07762126
|
Place: Noida
|
|
Date: 14th August 2018
|
|
ANNEXURE INDEX
ANNEXURE No.
|
CONTENT
|
1
|
Annual Return Extracts in MGT 9
|
II
|
Details of Subsidiaries and Associates-AOC-1
|
III
|
AOC 2 - Related Party Transactions
|
IV
|
MR-3 Secretarial Audit Report
|
V
|
Top Ten Employees in terms of remuneration drawn
|
Annexure-l to Directors Report for the Year ended 31st March 2018
FORM NO. MGT 9 EXTRACT OF ANNUAL RETURN
As on financial year ended on 31.03.2018
Pursuant to Section 92 (3) of the Companies Act, 2013 and rule 12(1) of the Company (Management & Administration) Rules, 2014
I. REGISTRATION & OTHER DETAILS:
1
|
CIN
|
L74899DL1983PLC016713
|
2
|
Registration Date
|
07/10/1983
|
3
|
Name of the Company
|
Apoorva leasing Finance And Investment Company Limited
|
4
|
Category of the Company Sub-category of the Company
|
Company Limited by shares Non-govt. Company
|
5
|
Address of the Registered office & contact details
|
13/331, Third Floor, Geeta Colony, Delhi-110034 Phone: 011-65333451
Corp. Off: C-l/9, Sector-31, Gautam Budh Nagar,Noida-201301 Phone: 0120- 4372849
|
6
|
Whether Listed company
|
Yes
|
7
|
Name, Address & contact details of the Registrar & Transfer Agent, if any.
|
Big Share Services Pvt. Ltd. 4E/8, First Floor, Jhandewalan Ext. , Delhi-110055 Phone: 011-22446748
|
II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY
(All the business activities contributing 10 % or more of the total turnover of the company shall be stated)
S.No.
|
Name and Description of main products / services
|
NIC Code of the Product/service
|
% to total turnover of the company
|
1
|
Financial Activities
|
64990
|
100%
|
III. PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES.
S. No.
|
Name and Address of the Company
|
CIN/GLN
|
Holding/ Subsidiary /Associate
|
%age of Shares held
|
Applicable Section
|
1.
|
Avancer Infrasolution Pvt. Ltd.
|
U45400DL2011PTC222367
|
Associate
|
24.24
|
Section 2(6)
|
2.
|
Antriksh Stocks & Shares Broker Pvt. Ltd.
|
U74900DL1998PTC095832
|
Associate
|
50
|
Section 2(6)
|
3.
|
Space Height Constructions Pvt. Ltd.
|
U74899DL1991PTC044885
|
Subsidiary
|
53.24
|
Section 2(87)(ii) (a)
|
4.
|
Summer Infotech Pvt. Ltd
|
U72200DL2005PTC142601
|
Subsidiary
|
90.30
|
Section 2(87)(ii) (a)
|
5.
|
Yukati E Services Limited
|
U72200DL2006PLC147096
|
Subsidiary
|
82.76
|
Section 2(87)(ii)
|
6.
|
Cloud Business Advisory Ltd.
|
U74999DL2016PLC292627
|
Subsidiary
|
100
|
Section 2(87)(ii)
|
7.
|
Akshat Commodity Limited
|
U93000UR1992PLC033416
|
Associate
|
24.93
|
Section 2(6)
|
IV. SHARE HOLDING PATTERN (Equity Share Capital Breakup as percentage of Total Equity)
A. Category-wise Share Holding
Category of Shareholders
|
No. of Shares held at the beginning of the year
|
No. of Shares held at the end of the year
|
% Change during the year
|
|
Demat
|
Physical
|
Total
|
% of Total Shares
|
Demat
|
Physical
|
Total
|
% of Total Shares
|
A. Promoters
|
|
|
|
|
|
|
|
|
|
(1) Indian
|
|
|
|
|
|
|
|
|
|
a) Individual/ HUF
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
b) Centra IGovt
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
c) State Govt(s)
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
d) Bodies Corp.
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
e) Banks /Fl
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
f) Any other
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
Total shareholding of Promoter (A)
|
0
|
0
|
0
|
0
|
-
|
0
|
0
|
0
|
0
|
B. Public Shareholding
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
01. Institutions
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
a) Mutual Funds
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
b) Banks /Fl
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
c) Central Govt
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
d) State Govt(s)
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
e) Venture Capital Funds
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
f) Insurance Companies
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
g) Flls
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
h) Foreign Venture Capital Funds
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
i) Others (specify)
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
Sub-total (B)(l):-
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
2. Non-Institutions
|
|
|
|
|
|
|
|
|
|
a) Bodies Corp.
|
|
|
|
|
|
|
|
|
|
i) Indian
|
|
|
|
|
|
|
|
|
|
ii) Overseas
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
b) Individuals
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
i) Individual shareholders holding nominal share capital up to Rs. 2 lakh
|
21680
|
34300
|
55980
|
0.28
|
42070
|
34300
|
76370
|
0.38
|
0.10
|
ii) Individual shareholders holding nominal share capital in excess of Rs 2 lakh
|
1948200
|
0
|
1948200
|
9.75
|
1317560
|
0
|
1317560
|
6.59
|
-3.16
|
c) Others (Body Corporate)
|
15365420
|
2605300
|
1797070
|
89.97
|
16365670
|
2215300
|
18580970
|
93.03
|
3.06
|
Non Resident Indians
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
Overseas Corporate Bodies
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
Foreign Nationals
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
Clearing Members
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
Trusts
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
Foreign Bodies - D R
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
Sub-total (B)(2):-
|
17335300
|
2639600
|
19974900
|
100
|
17725300
|
22499600
|
19974900
|
100
|
0
|
Total Public Shareholding (B)=(B)(1) (B)(2)
|
17335300
|
2639600
|
19974900
|
100
|
17725300
|
22499600
|
19974900
|
100
|
0
|
C. Shares held by Custodian for GDRs &ADRs
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
Grand Total (A B C)
|
17335300
|
2639600
|
19974900
|
100
|
17725300
|
22499600
|
19974900
|
100
|
0
|
|
|
|
|
|
|
|
|
|
|
B. Shareholding of Promoter-
SN
|
Shareholder's Name
|
Shareholding at the beginning of the year
|
Shareholding at the end of the year
|
% change in shareholding during the year
|
|
|
No. of Shares
|
% of total Shares of the company
|
%of Shares Pledged / encumbered to total shares
|
No. of Shares
|
% of total Shares of the company
|
%of Shares Pledged / encumbered to total shares
|
1
|
Sri Amarnath Finance Ltd.
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
2
|
Surender Kumar Jain
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
TOTAL
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
Change in Promoters' Shareholding (please specify, if there is no change)
SN
|
Particulars
|
Shareholding at the beginning of the year
|
Cumulative Shareholding during the year
|
No. of shares
|
% of total shares of the company
|
No. of shares
|
% of tota Isharesofthe company
|
1
|
Sri Amarnath Finance Limited
|
|
|
|
|
|
At the beginning of the year
|
0
|
0
|
0
|
0
|
|
Change during the year
|
No Change during the year
|
|
At the end of the year
|
0
|
0
|
|
|
2
|
Surender Kumar Jain
|
|
|
|
|
|
At the beginning of the year
|
0
|
0
|
0
|
0
|
|
Change during the year
|
No Change during the year
|
|
At the end of the year
|
0
|
0
|
-
|
-
|
Shareholding Pattern of top ten Shareholders:
(Other than Directors, Promoters and Holders of GDRs and ADRs):
S.No.
|
Shareholders Name
|
Shareholding at the beginning of the year
|
Cumulative Shareholding during the year
|
No. of shares
|
% of total shares of the company
|
No. of shares
|
% of total shares of the company
|
1
|
KD Stock Broking Private Limited
|
|
|
|
|
At the beginning of the year
|
33,98,300
|
17.01
|
|
|
Changes during the year
|
|
|
33,98,300
|
17.01
|
At the end of the year
|
33,98,300
|
17.01
|
33,98,300
|
17.01
|
2
|
Times Capital Services Private Limited
|
|
|
|
|
|
At the beginning of the year
|
22,06,000
|
11.04
|
|
|
Changes during the year
|
1,98,500
|
0.99
|
|
|
At the end of the year
|
24,04,500
|
12.03
|
24,04,500
|
12.03
|
3
|
Varima Exports Pvt Ltd
|
|
|
|
|
At the beginning of the year
|
21,71,000
|
10.86
|
-
|
-
|
Changes during the year
|
2,09,000
|
1.05
|
|
|
At the end of the year
|
23,80,000
|
11.91
|
23,80,000
|
11.91
|
4
|
Lovely Securities Private Limited
|
|
|
|
|
At the beginning of the year
|
13,94,500
|
6.98
|
-
|
-
|
Changes during the year
|
-
|
-
|
13,94,500
|
6.98
|
At the end of the year
|
13,94,500
|
6.98
|
13,94,500
|
6.98
|
5
|
Hillridge Investments Limited
|
|
|
|
|
|
At the beginning of the year
|
10,18,000
|
5.096
|
|
|
Changes during the year-No Change
|
|
|
10,18,000
|
5.096
|
At the end of the year
|
10,18,000
|
5.096
|
10,18,000
|
5.096
|
6
|
Prosoft Trading Private Limited
|
|
|
|
|
|
At the beginning of the year
|
8,57,870
|
4.29
|
-
|
-
|
Changes during the year
|
-
|
-
|
8,57,870
|
4.29
|
At the end of the year
|
8,57,870
|
4.29
|
8,57,870
|
4.29
|
7
|
MACOR PACKAGING LIMITED
|
|
|
|
|
At the beginning of the year
|
7,27,300
|
3.64
|
-
|
|
Changes during the year
|
-
|
-
|
7,27,300
|
3.64
|
At the end of the year
|
7,27,300
|
3.64
|
7,27,300
|
3.64
|
8
|
Reliable Finance Corpn Pvt Ltd
|
|
|
|
|
|
At the beginning of the year
|
4,99,500
|
2.50
|
|
|
|
Changes during the year
|
|
|
|
|
At the end of the year
|
4,99,500
|
2.50
|
4,99,500
|
2.50
|
9
|
Manjeet Singh
|
|
|
|
|
At the beginning of the year
|
9,20,100
|
4.61
|
-
|
-
|
Changes during the year
|
-4,32,600
|
-2.17
|
-
|
-
|
At the end of the year
|
4,87,500
|
2.44
|
4,87,500
|
2.44
|
10
|
Silvant Investment And Finance Pvt Ltd
|
|
|
|
|
At the beginning of the year
|
3,99,000
|
2.00
|
|
|
Changes during the year
|
|
|
3,99,000
|
2.00
|
At the end of the year
|
3,99,000
|
2.00
|
3,99,000
|
2.00
|
11
|
Paschim Finance And Chit Fund Pvt Ltd
|
|
|
|
|
At the beginning of the year
|
3,99,000
|
2.00
|
-
|
-
|
Changes during the year
|
|
|
3,99,000
|
2.00
|
At the end of the year
|
3,99,000
|
2.00
|
3,99,000
|
2.00
|
12
|
Bagh Kothi Investment & Finance Pvt Ltd
|
|
|
|
|
At the beginning of the year
|
3,99,000
|
2.00
|
-
|
-
|
Changes during the year
|
-
|
-
|
3,99,000
|
2.00
|
At the end of the year
|
3,99,000
|
2.00
|
3,99,000
|
2.00
|
13
|
GPN Associates Pvt Ltd
|
|
|
|
|
At the beginning of the year
|
3,99,000
|
2.00
|
|
|
Changes during the year
|
|
|
3,99,000
|
2.00
|
At the end of the year
|
3,99,000
|
2.00
|
3,99,000
|
2.00
|
14
|
Danveer Investments Pvt Ltd
|
|
|
|
|
At the beginning of the year
|
3,99,000
|
2.00
|
-
|
-
|
Changes during the year
|
-
|
-
|
3,99,000
|
2.00
|
At the end of the year
|
3,99,000
|
2.00
|
3,99,000
|
2.00
|
15
|
Twinkle Mercantile & Credits Pvt. Ltd
|
|
|
|
|
At the beginning of the year
|
3,99,000
|
2.00
|
|
|
Changes during the year
|
-
|
-
|
3,99,000
|
2.00
|
At the end of the year
|
3,99,000
|
2.00
|
3,99,000
|
2.00
|
16
|
Hum Turn Marketing Pvt. Ltd
|
|
|
|
|
At the beginning of the year
|
3,99,000
|
2.00
|
|
|
Changes during the year
|
|
|
3,99,000
|
2.00
|
At the end of the year
|
3,99,000
|
2.00
|
3,99,000
|
2.00
|
17
|
Nandi Mercantiles Pvt. Ltd.
|
|
|
|
|
At the beginning of the year
|
3,99,000
|
2.00
|
-
|
-
|
Changes during the year
|
-
|
-
|
3,99,000
|
2.00
|
At the end of the year
|
3,99,000
|
2.00
|
3,99,000
|
2.00
|
18
|
Edoptica Retail India Ltd.
|
|
|
|
|
At the beginning of the year
|
3,99,000
|
2.00
|
|
|
|
Changes during the year
|
|
|
3,99,000
|
2.00
|
At the end of the year
|
3,99,000
|
2.00
|
3,99,000
|
2.00
|
19
|
Shanta Agencies Put. Ltd.
|
|
|
|
|
At the beginning of the year
|
3,99,000
|
2.00
|
-
|
-
|
Changes during the year
|
-
|
-
|
3,99,000
|
2.00
|
At the end of the year
|
3,99,000
|
2.00
|
3,99,000
|
2.00
|
20
|
VA Realcon Private Limited
|
|
|
|
|
At the beginning of the year
|
3,99,000
|
2.00
|
|
|
Changes during the year
|
-
|
-
|
3,99,000
|
2.00
|
At the end of the year
|
3,99,000
|
2.00
|
3,99,000
|
2.00
|
21
|
Star Infovision Private Limited
|
|
|
|
|
At the beginning of the year
|
3,99,000
|
2.00
|
|
|
Changes during the year
|
|
|
3,99,000
|
2.00
|
At the end of the year
|
3,99,000
|
2.00
|
3,99,000
|
2.00
|
E. Shareholding of Directors and Key Managerial Personnel:
SN 1.
|
|
Shareholding at the beginning of the year
|
Cumulative Shareholding during the year
|
No. of shares
|
% of total shares of the company
|
No. of shares
|
% of total shares of the company
|
1.
|
Neha Nimja
|
|
|
|
|
|
At the beginning of the year
|
Nil
|
Nil
|
Nil
|
Nil
|
|
Changes during the Year - No change
|
No Change During the Year
|
|
At the end of the year
|
Nil
|
Nil
|
|
|
2.
|
Suresh
|
|
|
|
|
|
At the beginning of the year
|
Nil
|
Nil
|
Nil
|
Nil
|
|
Changes during the Year - No change
|
No Change During the Year
|
|
At the end of the year
|
Nil
|
Nil
|
-
|
-
|
3.
|
Anupama Singh Tyagi
|
|
|
|
|
|
At the beginning of the year
|
Nil
|
Nil
|
Nil
|
Nil
|
|
Changes during the Year - No change
|
No Change During the Year
|
|
At the end of the year
|
Nil
|
Nil
|
-
|
-
|
4.
|
Atul Singh Tyagi
|
|
|
|
|
|
At the beginning of the year
|
Nil
|
Nil
|
Nil
|
Nil
|
|
Changes during the Year - No change
|
No Change During the Year
|
|
At the end of the year
|
Nil
|
Nil
|
|
|
5.
|
Nikita Rohilla
|
|
|
|
|
|
At the beginning of the year
|
Nil
|
Nil
|
Nil
|
Nil
|
|
Changes during the Year - No change
|
No Change During the Year
|
|
At the end of the year
|
Nil
|
Nil
|
-
|
-
|
V. INDEBTEDNESS-Indebtedness of the Company including interest outstanding/accrued but not due for payment.
INDEBTEDNESS
|
Secured Loans excluding deposits
|
Unsecured Loans
|
Deposits
|
Total Indebtedness
|
Indebtedness at the beginning of the financial year
|
-
|
-
|
-
|
-
|
i) Principal Amount
|
-
|
-
|
-
|
-
|
ii) Interest due but not paid
|
-
|
-
|
-
|
-
|
iii) Interest accrued but not due
|
|
|
|
|
Total (i ii iii)
|
-
|
-
|
-
|
-
|
Change in Indebtedness during the financial year
|
|
|
|
|
* Addition
|
-
|
-
|
-
|
-
|
* Reduction
|
|
-
|
-
|
-
|
Net Change
|
|
|
|
|
Indebtedness at the end of the financial year
|
-
|
-
|
-
|
-
|
i) Principal Amount
|
-
|
-
|
-
|
-
|
ii) Interest due but not paid
|
-
|
-
|
-
|
-
|
iii) Interest accrued but not due
|
-
|
|
-
|
-
|
Total (i ii iii)
|
|
|
|
|
VI. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL-
A. Remuneration to Managing Director, Whole-time Directors and/or Manager:
SN
|
Particulars of Remuneration
|
Name of MD/ WTD/ Manager
|
Name of MD/WTD/ Manager
|
Name of MD/WTD/ Manager
|
Total Amount
|
|
|
Mr. Atul Singh Tyagi (MDcumCFO)
|
|
|
|
1
|
Gross salary
|
39,00,000
|
-
|
-
|
39,00,000
|
|
(a) Salary as per provisions contained in section 17(1) of the Income-tax Act, 1961
|
|
|
|
|
(b) Value of perquisites u/s 17(2) Income-tax Act, 1961
|
-
|
-
|
-
|
-
|
(c) Profits in lieu of salary under section 17(3) Income- tax Act, 1961
|
|
|
|
|
2
|
Stock Option
|
-
|
-
|
-
|
-
|
3
|
Sweat Equity
|
|
|
|
|
4
|
Commission - as % of profit - others, specify...
|
|
|
|
|
5
|
Others, please specify
|
-
|
-
|
-
|
-
|
|
Total (A)
|
39,00,000
|
|
|
39,00,000
|
|
Ceiling as per the Act
|
5%
|
B. Remuneration to other directors
|
SN
|
Particulars of Remuneration
|
Name of Directors
|
Total Amount
|
1
|
Independent Directors
|
Neha Nimja
|
Suresh
|
Nil
|
Fee for attending board committee meetings
|
Nil
|
Nil
|
Nil
|
Commission
|
Nil
|
Nil
|
Nil
|
Others, please specify
|
Nil
|
Nil
|
Nil
|
Total (1)
|
Nil
|
Nil
|
Nil
|
2
|
Other Non-Executive Directors
|
Anupama Singh Tyagi
|
N.A.
|
Fee for attending board committee meetings
|
Nil
|
Nil
|
Nil
|
Commission
|
Nil
|
Nil
|
Nil
|
Others, please specify
|
Nil
|
Nil
|
Nil
|
|
Total (2)
|
Nil
|
Nil
|
Nil
|
|
Total (B)=(l 2)
|
Nil
|
Nil
|
Nil
|
Nil
|
Nil
|
Nil
|
|
Total Managerial Remuneration
|
Nil
|
Nil
|
Nil
|
Nil
|
Nil
|
Nil
|
|
Overall Ceiling as per the Act
|
Rs. 1 Lacs Per Meeting
|
B. REMUNERATION TO KEY MANAGERIAL PERSONNEL OTHER THAN MD/MANAGER/WTD
SN
|
Particulars of Remuneration
|
Key Managerial Personnel
|
|
|
CEO
|
Nikita Rohilla
|
Aditi (CS)
|
Total
|
1
|
Gross salary
|
|
2,10,792
|
20,000
|
2,30,732
|
(a) Salary as per provisions contained in section 17(1) of the Income-tax Act, 1961
|
|
2,10,792
|
20,000
|
|
(b) Value of perquisites u/s 17(2) Income-tax Act, 1961
|
|
|
|
|
(c) Profits in lieu of salary under section 17(3) Income-tax Act, 1961
|
-
|
-
|
-
|
-
|
2
|
Stock Option
|
-
|
-
|
-
|
-
|
3
|
Sweat Equity
|
-
|
-
|
-
|
-
|
4
|
Commission
|
-
|
|
|
- as % of profit
|
|
|
|
|
|
others, specify...
|
|
|
|
|
5
|
Others, please specify
|
|
|
|
|
|
Total
|
-
|
2,10,792
|
20,000
|
2,30,732
|
** AtuI Singh Tyagi is the CFO and Managing Director and draws the salary as Managing Director. VII. PENALTIES/ PUNISHMENT/ COMPOUNDING OF OFFENCES:
Type
|
Section of the Companies Act
|
Brief Description
|
Details of Penalty / Punishment / Compounding fees imposed
|
Authority [RD / NCLT/ COURT]
|
Appeal made, if any (give Details)
|
A. COMPANY
|
Penalty
|
Nil
|
Nil
|
Nil
|
Nil
|
Nil
|
Punishment
|
Nil
|
Nil
|
Nil
|
Nil
|
Nil
|
Compounding
|
Nil
|
Nil
|
Nil
|
Nil
|
Nil
|
B. DIRECTORS
|
Penalty
|
Nil
|
Nil
|
Nil
|
Nil
|
Nil
|
Punishment
|
Nil
|
Nil
|
Nil
|
Nil
|
Nil
|
Compounding
|
Nil
|
Nil
|
Nil
|
Nil
|
Nil
|
C. OTHER OFFICERS IN DEFAULT
|
Penalty
|
Nil
|
Nil
|
Nil
|
Nil
|
Nil
|
Punishment
|
Nil
|
Nil
|
Nil
|
Nil
|
Nil
|
Compounding
|
Nil
|
Nil
|
Nil
|
Nil
|
Nil
|
For and on behalf of the Board of Directors
Apoorva Leasing Finance and Investment Company Limited
Sd/-
|
Sd/-
|
Atul Singh Tyagi
|
Suresh
|
Managing Director
|
Director
|
DIN-01335008
|
DIN- 07762126
|
Place: Noida
Date: 14th August, 2018
Annexure-ll to Directors Report for the year ended 31st March, 2018 STATEMENT PURSUANT TO FIRST PROVISO TO SUB -SECTION (3) OF SECTION 129 READ WITH RULE 5 OF COMPANIES (ACCOUNTS) RULES, 2014
PART-A SUBSIDIARIES
S.No.
|
Name of Subsidiary
|
Yukati E Services Limited
|
Cloud Business Advisory Ltd.
|
Summer Infotech Pvt. Ltd
|
Space Height Constructions Pvt. Ltd
|
1
|
Date Since When Subsidiary Was Acquired
|
31st March, 2016
|
15th March, 2018
|
31st March, 2016
|
9th October, 2017
|
2
|
Reporting Period Of The Subsidiary If Different From The Holding Company's Reporting Period.
|
Same as Holding
|
Same as Holding
|
Same as Holding
|
Same as Holding
|
3
|
Reporting Currency And Exchange Rate As On The Last Date Of The Relevant Financial Year In The Case Of Foreign Subsidiaries
|
INR
|
INR
|
INR
|
INR
|
4
|
Share Capital
|
36,25,000 /-
|
1,00,000/-
|
25,47,0007-
|
15,02,700/-
|
5
|
Reserves And Surplus
|
3,35,39,1787-
|
(4,658)/-
|
10,29,45,625/-
|
4,47,90,466/-
|
6
|
Total Assets
|
5,18,83,287/-
|
32,54,411/-
|
10,56,03,729/-
|
4,64,60,400/-
|
7
|
Total Liabilities
|
5,18,83,287/-
|
32,54,411/-
|
10,56,03,729/-
|
4,64,60,400/-
|
8
|
Investments
|
3,39,85,750/-
|
22,97,739/-
|
2,24,60,700/-
|
2,45,84,405/-
|
9
|
Turn Over
|
8,14,762/-
|
29,048/-
|
6,56,089/-
|
2,48,000/-
|
10
|
Profit / Loss Before Tax
|
(1,23,518)/-
|
6,979/-
|
2,53,224/-
|
(4,40,962)
|
11
|
Provision For Tax
|
70,164
|
|
65 204/-
|
5,189/-
|
12
|
Profit / Loss After Tax
|
(1,93,682)/-
|
6,979/-
|
1,88,020/-
|
4,46,151/-
|
13
|
Proposed Dividend
|
|
|
|
|
14
|
Extent Of Shareholding (In Percentage)
|
82.76%
|
100%
|
*90.30%
|
53.24%
|
* The Company holds 45.15% shareholding directly and 45.15% through one of its subsidiaries.
PART- B ASSOCIATES AND JOINT VENTURES
S.No.
|
Name of Associates or Joint Ventures
|
Avancer Infrasolution Pvt. Ltd
|
Antriksh Stocks & Shares Broker Pvt. Ltd
|
Akshat Commoduty Ltd.
|
1.
|
Last Audited Balance Sheet date
|
31st March, 2018
|
31st March, 2018
|
31st March, 2018
|
2.
|
Date on which the Associate or Joint Venture was associated or acquired
|
13.01.2016
|
31.03.2016
|
18.12.2017
|
3.
|
Shares of the Associate or Joint Venture held by the company on the year end:
|
|
|
|
|
Number
|
3,200
|
20,000
|
14,25,257
|
|
Amount of Investment in the Associate or Joint Venture
|
80,00,0007-
|
2,00,000/-
|
3,60,59,000/-
|
|
Extent of holding (in percentage)
|
24.24%
|
50%
|
24.94
|
4.
|
Description of how there is significant influence
|
Holding of more than 20% of Share capital
|
Holding of more than 20% of Share capital
|
Holding of more than 20% of Share capital
|
5.
|
Reason why the associate/joint venture is not consolidated
|
|
|
|
6.
|
Net worth attributable to shareholding as per latest audited balance sheet
|
80,29,817/-
|
1,32,30,770/-
|
14,48,22,401
|
7.
|
Profit or Loss for the year
|
4,280/-
|
41,628/-
|
4,31,425
|
0)
|
Considered in consolidation
|
1,037/-
|
20,814/-
|
20,814
|
(ii)
|
Not Considered in consolidation
|
3,243/-
|
20,814/-
|
4,10,611
|
For and on behalf of the Board of Directors
Apoorva Leasing Finance and Investment Company Limited
Sd/-
|
Sd/-
|
Atul Singh Tyagi
|
Suresh
|
Managing Director
|
Director
|
DIN-01335008
|
DIN- 07762126
|
Place: Noida
|
|
Date: 14th August, 2018
|
|
Annexure-lll to Directors Report for the year ended 31st March, 2018
FORM NO. AOC -2 (Pursuant to clause (h) of sub-section (3) of section 134 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014.
Form for Disclosure of particulars of contracts/arrangements entered into by the company with related parties referred to in sub section (1) of section 188 of the Companies Act, 2013 including certain arms length transaction under third proviso thereto.
1. Details of contracts or arrangements or transactions not at Arm's length basis.
SL. No.
|
Particulars
|
Details
|
a)
|
Name (s) of the related party & nature of relationship
|
Not Applicable
|
b)
|
Nature of contracts/arrangements/transaction
|
Not Applicable
|
c)
|
Duration of the contracts/arrangements/transaction
|
Not Applicable
|
d)
|
Salient terms of the contracts or arrangements or transaction including the value, if any
|
Not Applicable
|
e)
|
Justification for entering into such contracts or arrangements or transactions'
|
Not Applicable
|
f)
|
Date of approval by the Board
|
Not Applicable
|
g)
|
Amount paid as advances, if any
|
Not Applicable
|
h)
|
Date on which the special resolution was passed in General meeting as required under first proviso to section 188
|
Not Applicable
|
2. Details of contracts or arrangements or transactions at Arm's length basis.
S.
No
|
Name of the Related Party & Nature of relationship
|
Nature of Contracts /Arrangements/Transaction
|
Duration of the Contracts/arrangements/tra nsaction
|
Salient terms of the contracts or arrangements or transaction including the value, if any
|
Date of
Approval by the Board
|
1.
|
Anupama Singh Tyagi Director of the company
|
Purchase of property
|
|
As per mutual consent
|
3rd September 2016
|
For and on behalf of the Board of Directors
Apoorva Leasing Finance and Investment Company Limited
Sd/-
|
Sd/-
|
Atul Singh Tyagi
|
Suresh
|
Managing Director
|
Director
|
DIN-01335008
|
DIN- 07762126
|
Place: Noida
|
|
Date: 14th August, 2018
|
|
Annexure-IV to Director Report for the year ended Sl^March, 2018
Form No. MR-3
SECRETARIAL AUDIT REPORT
FOR THE FINANCIAL YEAR ENDED 31st March, 2018
[Pursuant to section 204(1} of the Companies Act, 2013 and rule No.9 of the Companies (Appointment and Remuneration Personnel) Rules, 2014]
To,
The Members,
Apoorva Leasing Finance and Investment Company Limited
We have conducted the Secretarial Audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by Apoorva Leasing Finance and Investment Company Limited (hereinafter called "the Company"). Secretarial Audit was conducted in a manner that provided us a reasonable basis for evaluating the corporate conducts/statutory compliances and expressing my opinion thereon.
Based on our verification of the Company's books, papers, minute books, forms and returns filed and other records maintained by the company and also the information provided by the Company, its officers, agents and authorized representatives during the conduct of secretarial audit, We hereby report that in our opinion the company has, during the audit period covering the financial year ended on 31st March, 2018, complied with the statutory provisions listed hereunder and also that the Company has proper Board-processes and compliance-mechanism in place to the extent, in the manner and subject to the reporting made hereinafter:
PARA ONE
We have examined the books, papers, minute books, forms and returns filed and other records maintained by Apoorva Leasing Finance and Investment Company Limited ("the Company") for the financial year ended on 31st March, 2018, according to the provisions of:
(i) The Companies Act, 2013 (the Act) and the rules made hereunder;
(ii) The Securities Contracts (Regulation) Act, 1956 ('SCRA') and the rules made hereunder;
(iii) The Depositories Act, 1996 and the Regulations and Bye-laws framed hereunder;
(iv) *Foreign Exchange Management Act, 1999 and the rules and regulations made there under to the extent of Foreign Direct Investment, Overseas Direct Investment and
External Commercial Borrowings; (v) The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992 ('SEBI Act'):-
(a) The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011;
(b) The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations,2015;
(c) The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009;
(d) The Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999;
(e) The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008;
(f) The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations, 1993 regarding the Companies Act and dealing with client;
(g) The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009; and (h) The Securities and Exchange Board of India (Buyback of Securities) Regulations,1998;
* No Event took place under these regulations during the Audit Period.
(vi) I have also examined the Compliances of the Provisions of the following other laws applicable specifically to the Company wherein I have also relied on the Compliance Certificates/declaration issued by the head of the respective department/management in addition to the checks carried out by me and found that company has complied with all the provisions of said Acts except the below mentioned observation in respect of the said Acts.
1. The Minimum wages Act, 1948
2. The Employee's State Insurance Act, 1948
Observations in Clause fil Para One of Our Report
1. According to information and Explanation and verification of forms and returns maintained by Company, the Company as required under Section 403 paid the prescribed additional fees in case of delayed filing.
2. According to the explanations given to us by the company and as per the management due to its turnover in commodity future and option, the company does not satisfy the conditions required to get registered u/s 45-IAof the Reserve Bank India Act 1934.
3. The Registrar of Companies, NCT of Delhi & Haryana has filed a winding-up petition against the Company U/s 271 of the Companies Act, 2013. The matter is pending before Hon'ble National Company Law Tribunal, New Delhi
PARA SECOND
We have also examined compliance with the applicable clauses of the following:
(j) Secretarial Standards on meetings of the Board of Directors (SS-1) and Secretarial Standards on General Meeting (SS-2) isOsued by Institute of Company Secretaries of India.
(ii) The Listing Regulations entered into by the Company with BSE Ltd.
Based on our verification of the Company's Books, papers, minutes books, forms and returns filed and other records maintained by the Company and also the information provided by the Company, its officers, agents, and its authorized representatives during the conduct of Secretarial Audit we hereby report that in our opinion during the period under review the Company has complied with the provisions of the Act, Rules, Regulations, Guidelines, Standards, etc. mentioned above.
We further report that,
The Board of Directors of the Company is duly constituted with proper balance of Executive Directors, Non-Executive Directors and Independent Directors. The changes in the composition of the Board of Directors that took place during the period under review were carried out in compliance with the provisions of the Act.
Adequate notice is given to all directors to schedule the Board Meetings. Agenda and detailed note on agenda were sent at least seven days in advance, and a system exists for seeking and obtaining further information and clarifications on the agenda items before the meeting and for meaningful participation at the meeting. Majority decisions are carried through while the dissenting members' views are captured and recorded as part of the minutes.
We further report that here are adequate systems and processes in the company commensurate with the size and operations of the company to monitor and ensure compliance with applicable laws, rules, regulations and guidelines.
We further report that during the audit period the company has:
1. Taken the approval of Shareholders in 34th Annual General Meeting of the Company held on 25th September, 2017
(a) Appointment of Ms. Neha Nimja as Independent Director of the Company
(b) Appointment of Mr. Suresh as Independent Director of the Company
(c) Revision of remuneration of Mr. Atul Singh Tyagi, Manging Director.
(d) Approval of the Related Party Transaction for the Financial Year 2017-18
(e) Delegation of power to contribute to the bonafide charitable fund.
Place: New Delhi
|
|
Date: 14.08.2018
|
For Dharamveer Dabodia and Associates
|
|
Company Secretaries
|
|
CS Dharamveer Dabodia
|
|
ACS No. 29365
|
|
CPNo.: 14305
|
Note: This report is to be read with our letter of even date, which is annexed as Annexure-A, and forms as integral part of this report. Annexure A to the Secretarial Audit Report for the Financial Year ending 31st March, 2018.
To
The Members
Apoorva Leasing Finance and Investment Company Limited
1. Maintenance of secretarial record is the responsibility of the management of the Company. Our responsibility is to express an opinion on these secretarial records based on our audit.
2. We have followed the audit practices and processes as were appropriate to obtain reasonable assurance about the correctness of the contents of the secretarial records. The verification was done on the random test basis to ensure that correct facts are reflected in secretarial records. We believe that the processes and practices, we followed provide a reasonable basis for our opinion.
3. We have not verified the correctness and appropriateness of financial records and Books of Accounts of the Company.
4. Where ever required, we have obtained the Management representation about the compliance of laws, rules and regulations and happening of events etc.
5. The compliance of the provisions of Corporate and other applicable laws, rules, regulations, standards is the responsibility of management. Our examination was limited to the verification of procedures on the random test basis.
6. The Secretarial Audit report is neither an assurance as to the future viability of the company nor of the efficacy or effectiveness with which the management has conducted the affairs of the Company.
Place: New Delhi
|
|
Date: 14.08.2018
|
For Dharamveer Dabodia and Associates
|
|
Company Secretaries
|
|
CS Dharamveer Dabodia
|
|
ACS No. 29365
|
|
CPNo.: 14305
|
Annexure -V to Directors Report for the year ended 31st March, 2018
STATEMENT PURSUANT TO SUB-SECTION (12) OF SECTION 197 READ WITH RULE 5 OF COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES,2014
|
|
|
Remuneration
|
Qualification
|
|
Nature of employment
|
|
|
|
S.No.
|
Name
|
Designation
|
in Rupees
|
|
Exp.
|
|
DOJ
|
Age
|
Last employment
|
|
|
|
|
M.Com
|
|
|
|
|
|
|
Atul Singh
|
|
|
(Eco),
|
|
|
13-02-
|
|
|
1.
|
Tyagi
|
MDcum CFO
|
39,00,000
|
LLB
|
25
|
Permanent
|
2016
|
53
|
Businessman
|
|
Deepali
|
Analystfcommodity
|
|
M.A
|
|
|
01-05-
|
|
DB International Stock
|
2.
|
Srivastava
|
Market)
|
3,40,000
|
|
6
|
Permanent
|
2016
|
27
|
Broker Ltd.
|
|
|
|
|
|
|
|
01-04-
|
|
|
3.
|
Pooja Soni
|
IT Support Manager
|
3,03,000
|
B.Sc (IT)
|
6
|
Permanent
|
2016
|
30
|
Ace Corporation
|
|
|
|
|
High
|
|
|
|
|
|
|
|
|
|
School
|
|
|
01-04-
|
|
|
4.
|
Sajid Khan
|
Executive
|
2,49,530
|
|
7
|
Permanent
|
2015
|
51
|
HMT
|
|
|
|
|
Senior
|
|
|
|
|
|
|
|
|
|
Sec
|
|
|
01-04-
|
|
|
5.
|
Reeta Sahni
|
Assistant (Accounts
|
2,31,000
|
|
1
|
Permanent
|
2016
|
35
|
Nil
|
|
|
|
|
Senior
|
|
|
|
|
|
|
Sharda
|
|
|
Sec
|
|
|
01-04-
|
|
|
6.
|
Prashad Soni
|
Runner
|
2,22,450
|
|
17
|
Permanent
|
2015
|
40
|
Businessman
|
|
|
|
|
B.com
|
|
|
|
|
|
|
|
|
|
(H), CS
|
|
|
31-07-
|
|
|
7.
|
Nikita Rohilla
|
Company Secretary
|
2,10,792
|
|
1.5
|
Permanent
|
2017
|
26
|
SPN Legal, Advocates
|
|
|
|
|
Senior
|
|
|
|
|
|
|
|
|
|
Sec
|
|
|
01-04-
|
|
|
8.
|
Pooja Gambhir
|
Assitant Banking
|
2,02,167
|
|
3
|
Permanent
|
2016
|
41
|
Om Logistics
|
|
|
|
|
High
|
|
|
|
|
|
|
|
|
|
|
|
|
11-07-
|
|
|
|
|
|
|
School
|
|
|
|
|
|
9.
|
Lalit Kumar
|
Office Assistant
|
1,81,253
|
|
11
|
Permanent
|
2016
|
38
|
Businessman
|
|
|
|
|
B.Com
|
|
|
01-04-
|
|
|
10.
|
Azad Saifi
|
Senior Dealer
|
1,75,000
|
|
11
|
Permanent
|
2017
|
31
|
Pace Financial Services
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
B.Com
|
|
Permanent
|
|
|
|
11.
|
Khalid Sartaj
|
Senior Dealer
|
175000
|
|
9
|
|
2017
|
32
|
Pace Financial Services
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
B.Com
|
|
Permanent
|
|
|
|
12.
|
Pankaj Jain
|
Technical Analyst
|
1,75,000
|
|
3
|
|
2016
|
31
|
J P Commodity Ltd.
|
|