Dear Members,
Abhinav Leasing and Finance Limited
The Board of Directors hereby pleasure to present business and
operation of your company along with audited financial statements, for the financial year
ended March 31, 2023.
FINANCIAL SUMMARY
(Amount in )
PARTICULAR S |
F.Y. 2022- 23 |
F.Y. 2021-22 |
Sales/ Income from operations |
43054174 5 |
316802946.00 |
Total Expenses |
42959941 2 |
(315948392.00 ) |
Profit/ (loss) before
exceptional item and tax |
979882.00 |
863771.00 |
Less: Exceptional Items |
0.00 |
0.00 |
Profit/ (loss) before tax for
the year |
979882.00 |
863771.00 |
Less: Income tax and deferred
tax expenses |
12668.00 |
(227264.00) |
Profit after tax for the
year |
967214 |
636507.00 |
Other Comprehensive Income/
Loss |
0.00 |
0.00 |
Net Profit/ Loss for the
Year |
967214 |
636507.00 |
COMPANYS PERFORMANCE
Your Company has delivered another year, during the year company
continuously strive to enhance its performance, in spite of the disruptions caused by the
pandemic that led to adverse macro-economic conditions for all business including ours
performance, and management is working upon to maintain this advancement for future year
as well, so that performance would be better.
CHANGE IN NATURE OF BUSINESS
During the year there was no change in nature of business of the
company.
DIRECTORS
Composition of Board of Directors:-
S.NO NAME |
DESIGNATION |
1. Mr. Atul Kumar Agarwal |
Director |
2. Mrs. Mamta Agarwal |
Managing Director |
3. Mr. Himanshu Agarwal |
Director /CFO |
| 4. Mr. Rajeev Garg |
Director |
| 5. Mr. Nikhil Bansal |
Director |
The composition of the Board is in line with the requirements of the
Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) (LODR)
Regulations, 2015. All the Directors have vast knowledge and experience in their relevant
fields and the Company had benefitted immensely by their presence in the Board.
Rotation of Director
Mr. Atul Kumar Agarwal (DIN 00022779) is liable to retire by rotation
at the ensuing Annual General Meeting and being eligible offer himself for reappointment.
The Board of Directors recommends the re-appointment of Mr. Atul Kumar Agarwal (DIN
00022779)as Director of the Company. The Brief profile of Atul Kumar Agarwal (DIN
00022779)recommended for re-appointment is enclosed with the Notice for the 39th AGM of
the Company.
CHANGE IN DIRECTORSHIP
During the year no changes has been made in the directorship.
Mr. Atul Kumar Agarwal (Director), Mrs. Mamta Agarwal (Managing
Director), Mr. Himanshu Agarwal(Director /CFO), Mr. Rajeev Garg (Independent Director) and
Mr. Nikhil Bansal (Independent Director) & Ms. Geeta, Company Secretary &
Compliance Officer are the KMPs of the Company, as recorded by the Board as on March 31,
2023.
SUBSIDIARY COMPANIES, JOINT VENTURES & ASSOCIATE COMPANIES
As on 31st March 2023, the Company has no Subsidiary,
Joint-Venture or Associate companies.
CONSOLIDATED FINANCIAL STATEMENT
As the Company have no Subsidiary, Joint-Venture or Associate companies
as on 31st March, 2023. Hence, there is no requirement for the company to
prepare Consolidated Financial Statements.
REPORTING OF FRAUDS
There have been no instances of fraud reported by the Statutory
Auditors under Section 143 of the Act read with relevant Rules framed there under either
to the Company or to the Central Government.
CORPORATE GOVERNANCE
Even though as per the provisions of Companies Act, 2013 regarding
Corporate Governance are not attracted to the company yet the company has been indulged in
the enhancement of shareholder value through sound business decisions, prudent to
financial management and high standard of ethics throughout the organization.
DEPOSITS
During the year under review the Company has not accepted any deposit
falling within the meaning of section 73 of the Companies Act,
2013 and the Companies (Acceptance of Deposits) Rules, 2014.
DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR
COURTS OR TRIBUNALS IMPACTING THE
GOING CONCERN STATUS AND COMPANYS
OPERATIONS IN FUTURE
During the year there was no significant and material order passed by
any regulators or court or tribunal which would impact the going concern status and
companys operations in future.
INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY
The Company has an Internal Control System, commensurate with the size,
scale and complexity of its operations. The internal Audit functions reports to the
Chairman of the Audit Committee and to Chairman and Managing Director of the Company.
M/s Sandeep Kumar Singh (M. No. 511685) Internal Auditor of the
company.
The Internal Audit monitors and evaluates the efficiency and adequacy
of internal control systems in the company. Its compliances with operating systems,
accounting procedure and policies at all locations of the Company.
DISCLOSURE OF COST RECORD
The provision of Section 148 (1) shall not apply to company hence;
there is no requirement to maintain cost audit record in company as specified by central
Government.
MEETING OF BOARD OF DIRECTORS
A calendar of Meetings is prepared and circulated in advance to the
Directors. During the year Six (6) Board Meetings held. The intervening gap between the
Meetings was within the period prescribed under the Companies Act, 2013.
During the year from 1st April 2022 to 31st March
2023, the Board of Directors met Six (06) times 30-05-2022, 13-08-2022, 05.09.2022,
14.-11-2022-18-11-2022, 14-02-2023
DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to Section 134 (5) of the Companies Act, 2013, your Directors
report as under:
a) That in the preparation of the annual accounts, the applicable
accounting standards have been followed.
b) That the Directors have 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 or loss of the company for that period.
c) That the directors have 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) That the Directors have prepared the annual accounts on a going
concern basis.
e) That the Directors had laid down internal financial controls to be
followed by the Company and that such internal financial controls are adequate and
operating effectively.
f) That 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.
g) No proceedings are pending under the Insolvency and Bankruptcy Code,
2016 during the year.
h) The details of difference between amount of the valuation done at
the time of one time settlement and the valuation done while taking loan from the Banks or
Financial Institutions along with the reasons thereof, is not applicable on the company.
DECLARATION BY INDEPENDENT DIRECTOR
The Company Board has two (2) Independent Directors i.e. Mr. Rajeev
Garg and Mr. Nikhil Bansal. The company has received necessary declaration from both
Directors under section 149 of the Companies Act, 2013 that they meet the criteria of
Independence laid down in section 149 of the Companies Act, 2013 and SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015 and subsequently the same was
placed at the Board Meeting held on May 30, 2022.
POLICY ON DIRECTORS APPOINTMENT AND
REMUNERATION
The current policy is to have an appropriate mix of executive,
non-executive and independent Director to maintain the independence of the Board, and
separate its functions of governance and management. As of March, 31 2023, the Board had
five (5) Directors.
The Policy of the company on directors appointment and
remuneration, including the criteria for determining qualifications, positive attributes,
independence of a director and other matters, as required under sub-section (3) of section
178 of Companies Act, 2013 is in place and maintained by company as per law.
EXPLANATIONS BY BOARD ON QUALIFICATIONS BY STATUTORY AUDITOR,
SECRETARIAL AUDITOR
There are no qualifications in report of Statutory Auditor.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENT
Transactions of any loan or guarantees covered under the provisions of
section 186 of the Companies Act, 2013 has been reported in the Financial statements as
attached with the Director Report.
RELATED PARTY TRANSACTIONS
There are no materially significant related party transactions made by
the Company with the Promoters, Key Management Personnel or other designated persons which
may have potential conflict with interest of the Company at large. The AOC-2 as per the
Companies Act, 2013 has been attached herewith under
"Annexure A".
RESERVES
The Company has profit of 967214/- for the financial year ended on 31st
March, 2023. This amount transferred to reserve in the year 2022-23.
DIVIDENDS
The management believes that the profits earned during the financial
year must be retained and redeployed for the operations of the Company. As the Company
needs further funds to enhance its business operations, upgrade the efficiency and to meet
out the deficiencies in working capital, the Directors do not recommend any dividend on
Equity Shares for the financial year 2022-23.
MATERIAL CHANGES AND COMMITMENTS
There is no material change took place between the end of the financial
year of the company to which the financial statements relate and the date of the report in
the company which may affect the financial position of the company.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO
The information required to be furnished under section 134 (3)(m) of
the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014 relating to
Conservation of Energy, Technology absorption and Foreign Exchange earnings and outgo is
annexed in " Annexure B" herewith and forming part of this report.
WHISTLE BLOWER POLICY OR VIGIL MECHANISM FOR DIRECTORS AND EMPLOYEES
Your Company has in place, a comprehensive Whistle Blower Policy or
vigil mechanism in compliance with Section 177 (9) & 177 (10)of the Companies Act,
2013 and as per Regulation 4 (2) (d) (iv) & 34 (3) read with Para 10 of Part C of
Schedule V of the SEBI (LODR) Regulations, 2015.
RISK MANAGEMENT POLICY
A statement indicating development and implementation of a risk
management policy for the company including identification therein of elements of risk, if
any, this in the opinion of the Board may threaten the existence of the company.
BUSINESS RISK MANAGEMENT
The main objective of this policy is to ensure sustainable business
growth with stability and to promote a pro-active approach in reporting, evaluating and
resolving risks associated with the business. In order to achieve the key objective, the
policy establishes a structured and disciplined approach to Risk Management, in order to
guide decisions on risk related issues.
In todays challenging and competitive environment, strategies for
mitigating inherent risks in accomplishing the growth plans of the Company are imperative.
The common risks inter alia are: Regulations, competition, Business risk, Technology
obsolescence, Investments, retention of talent and expansion of facilities.
Business risk, inter-alia, further includes financial risk, political
risk, fidelity risk, legal risk. As a matter of policy, these risks are assessed and steps
as appropriate are taken to mitigate the same.
CORPORATE SOCIAL RESPONSIBILITY INITIATIVES
The Company needs not to comply with the provisions of Section 135 of
Companies act, 2013, as the company does not fall in eligibility ambit of Corporate Social
Responsibility initiatives.
SHARE CAPITAL
The paid up Equity Share Capital as on 31st March, 2023 was
4,99,80,000.00 @ Rs. 1.00/- per equity share. The Company not issued shares with
differential voting rights nor granted stock options nor sweat equity.
BOARD EVALUATION
Pursuant to the provisions of the Companies Act, 2013, and SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has carried
out an annual evaluation of its own performance, its Committees, as well as the Directors
individually.
The outcome of the Board evaluation was discussed by the Nomination
& Remuneration Committee and at the Board Meeting held on February 14, 2023 and
improvement areas were discussed.
Performance Evaluation of Board, its Committees and individual
Directors In compliance with the provisions of Section 178 (3) of the Companies Act, 2013,
the Company has put in place a Policy on Nomination and Remuneration which sets out
inter-alia, the attributes and criteria for the annual performance evaluation of the
Board, its Committees and individual Directors including the Managing Director.
The Board of Directors have carried out the annual evaluation based on
criteria and framework adopted by the Board and in accordance with existing regulations.
The Board, as a whole, carries out an assessment of its own performance, its Committees
and Independent Directors, excluding the Director being evaluated. Performance of the
Board and its Committees was evaluated on various parameters such as structure and
composition, meetings and procedures, diversity, corporate governance competencies,
performance of specific duties and obligations, quality of decision-making and overall
Board effectiveness. Performance of individual Directors was evaluated on parameters such
as meeting attendance, participation and contribution, engagement and relationship with
other members on the Board, knowledge and experience, responsibility towards stakeholders,
leadership and management qualities and independent judgment.
The major performance indicators of the Non-Executive Directors and
Independent Directors are as follows:
(i) Understanding and knowledge of the market in which the Company is
operating. (ii) Ability to appreciate the working of the Company and the challenges it
faces. (iii) Attendance of meeting. (iv) Extend of participation and involvement in the
meetings. (v) Ability to convey his views and flexibility to work with others.
The evaluation process was carried out by the Nomination and
Remuneration Committee of the Company after taking into consideration the inputs received
from the Directors and the parameters and indicators based on the criteria laid down by
the Policy on Nomination and Remuneration. All Directors participated in the evaluation
process and reviews were carried out. The outcomes of each evaluation were collated by the
Nomination & Remuneration Committee at the meeting held on February 14, 2023 and
placed before the Board at its meeting held on the same date.
The Board discussed the performance evaluation of the Board, its
Committees, individual Directors and Managing Director and noted the suggestions or inputs
of Independent Directors and Nomination & Committee and the Chairman of the respective
Committees. The Board arrived at a conclusion that the performance of the Board, its
Committees and individual Directors were satisfactory. The Board also deliberated upon the
various suggestions or inputs to augment its effectiveness and optimize individual
strengths of the Directors.
INDUSTRIAL RELATIONS
During the year under review, your Company enjoyed cordial relationship
with workers and employees at all level.
NBFC REGISTRATION
The company has been registered with Reserve Bank of India as Non
Banking Finance Company vide Registration No. B-14.02146 Dated 21st November,
2000. Your Company is categorized as a Non-deposit taking Non-Banking Financial Company.
The Company has not accepted any deposit from the public during the year pursuant to the
provisions of Section 73 of Companies Act, 2013.
COMPLIANCE WITH RBI GUIDELINES
Your Company has complied with all the regulations of Reserve Bank of
India as on 31st March, 2023; applicable to it as Non-Deposit taking Non-Banking Finance
Company, except few fillings.
SECURITIES AND EXCHANGE BOARD OF INDIA (LISTING OBLIGATIONS AND
DISCLOSURE REQUIREMENTS) REGULATIONS, 2015
As per the SEBI Circular No. SEBI/LAD-NRO/GN/2015-16/013 dated 2nd
September, 2015, of Securities and Exchange Board of India (Listing Obligations And
Disclosure Requirements) Regulations, 2015, the Paid up equity capital as on the last day
of previous financial year i.e. on 31st March 2023 was 49,980,000 and Net Worth
was 56035730.66/-
Therefore, in terms of the said circular the compliance with the
corporate governance provisions as specified in Regulations 17, 18, 19, 20, 21,22, 23,
24, 25, 26, 27 and clauses (b) to (i) of sub-regulation (2) of regulation 46 and Para C ,
D and E of Schedule V are not applicable to our Company during the year 2022-23.
CODE OF CONDUCT
The Board of Directors has approved a Code of Conduct which is
applicable to the Members of the Board and all employees in the course of day to day
business operations of the Company. The Code of Conduct for the members of the Board and
Senior Management Personnel is placed on companies website www.abhinavleasefinltd.in
AUDIT COMMITTEE
The Audit Committee of the Company duly constituted by the following
members:-
i) Mr. Rajeev Garg ii) Mr. Nikhil Bansal iii) Mr. Himanshu Agarwal
Meetings of the Committee:
The Committee met Four (4) times on 30-05-2022, 13-08-2022, 14-11-2022,
14-02-2023 during the financial year 2022-23.
The Minutes of the Meetings of the Audit Committee are discussed and
taken note by the board of directors.
The Statutory Auditor, Internal Auditor and Executive Directors/ Chief
Financial Officer are invited to the meeting as and when required.
The Composition of the Audit Committee and Their Attendance at the
Meeting:
Name Of Members |
Category / Designation |
No. of
Meetings |
|
|
|
Held |
Attended |
Attendance Percentage (%) |
Rajeev Garg |
Chairperson |
4 |
4 |
100 |
Nikhil Bansal |
Member |
4 |
4 |
100 |
Himanshu Agarwal |
Member |
4 |
4 |
100 |
No sitting fees have been paid to any director during the year. The
remuneration paid to all Key managerial Personnel was in accordance with remuneration
policy adopted by the company.
NOMINATION AND REMUNERATION COMMITTEE
The Nomination and Remuneration Committee of the Company duly
constituted by the following members:- i) Mr. Nikhil Bansal
Name Of Members |
Category / Designation |
No. of Meetings |
|
| Held |
Attend ed |
Attendance Percent age (%) |
Nikhil Bansal Agarwal |
Chairperson |
1 |
1 |
100 |
Atul Kumar Agarwal |
Member |
1 |
1 |
100 |
Himanshu Agarwal |
Member |
1 |
1 |
100 |
ii) Mr. Rajeev Garg iii) Mr. Atul Kumar Agarwal
The Committee met 1 (One) time on 18-11-2022 during the financial year
2022-23.
The Composition of the Nomination and Remuneration Committee and Their
Attendance at the Meeting:
|
|
No. of
Meetings |
Attendance |
Name Of Members |
Category / Designation |
Held |
Attended |
Percent age (%) |
Mr. Nikhil Bansal |
Chairperson |
1 |
1 |
100 |
Mr. Rajeev Garg |
Member |
1 |
1 |
100 |
Atul Kumar Agarwal Agarwal |
Member |
1 |
1 |
100 |
No sitting fees have been paid to any director during the year. The
remuneration paid to all Key managerial Personnel was in accordance with remuneration
policy adopted by the company.
STAKEHOLDERS RELATIONSHIP COMMITTEE
The Stakeholders Relationship Committee of the Company duly constituted
by the following members:- i) Mr. Nikhil Bansal ii) Mr. Atul Kumar Agarwal iii) Mr.
Himanshu Agarwal
The Committee met once (1) on 18.11.2022 during the financial year
2022-23.
The Composition of the Stakeholder Relationship Committee and their
Attendance at the Meeting:
No sitting fees have been paid to any director during the year. The
remuneration paid to all Key managerial Personnel was in accordance with remuneration
policy adopted by the company.
INDEPENDENT DIRECTOR MEETING
During F.Y. 2022-23, one (1) meeting of the Independent Directors was
held on 18th November, 2022. The Independent Directors, inter-alia, reviewed the
performance of Non-Independent Directors, Board as a whole and Chairman of the Company,
taking into account the views of executive directors and non-executive directors.
PREVENTION OF INSIDER TRADING
The Company has adopted a Code of Conduct for Prevention of Insider
Trading with a view to regulate in securities by the Directors and designated employees of
the Company. The Code requires pre-clearance for dealing in the
Companys shares and prohibits the purchase or sale of Company
shares by the Directors and the designated employees while in possession of unpublished
price sensitive information in relation to the Company and during the period when the
Trading Window is closed. The Board is responsible for implementation of the Code.
All Board Directors and the designated employees have confirmed
compliance with the code.
EXTRACT OF ANNUAL RETURN AS ON THE FINANCIAL YEAR ENDED ON 31ST
MARCH, 2022
As required pursuant to section 92(3) of the Companies Act, 2013 and
rule 12(1) of the Companies (Management and Administration) Rules, 2014, annual return as
a part of this Annual Report as "Annexure C". Web address of Annual
return: https://www.abhinavleasefinltd.in/annual-returns
SECRETARIAL AUDIT REPORTS:
Pursuant to provisions of Section 204 of the Companies Act, 2013 and
the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014 the
Company has appointed M/S DIVYA RANI, PRACTICING COMPANY SECRETARY, to undertake
the Secretarial Audit of the Company.
The Secretarial Audit Report is annexed herewith as "Annexure
D" in the Form MR-3.
COMPLIANCE WITH SECRETARIAL STANDARDS ON BOARD AND GENERAL MEETINGS
The Company has complied with Secretarial Standards issued by the
Institute of Company Secretaries of India on Board Meeting and General Meetings.
AUDITORS REPORTS
M/S G A M S & ASSOCIATES LLP (FRN 0N500094) continue to
be the Statutory Auditors of the Company for the financial year 2023-24 also.
LISTING WITH STOCK EXCHANGES
The Company has paid the Annual Listing Fees for the year 2022-23 to
BSE where the
Companys Shares are listed.
DISCLOSURES IN RELATION TO THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
(PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013
The company has complied with the provision relating to the
constitution of Internal Complaints Committee under the Sexual Harassment of Women at the
Workplace (Prevention, Prohibition and Redressal) Act, 2013 and also SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015, as follows: a. number of
complaints filed during the financial year : Nil b. number of complaints disposed of
during the financial year : Nil c. number of complaints pending as on end of the financial
year : Nil
ACKNOWLEDGEMENT
Your Directors place on record their sincere appreciation of the
services rendered by the employees of the Company. They are grateful to shareholders,
bankers, depositors, customers and vendors of the company for their continued valued
support. The Directors look forward to a bright future with confidence.
CAUTIONARY STATEMENT
The statements contained in the Boards
Report contain certain statements relating to the future and therefore
are forward looking within the meaning of applicable securities, laws and regulations
various factors such as economic conditions, changes in government regulations, tax
regime, other statues, market forces and other associated and incidental factors may
however lead to variation in actual results.
For and on behalf of the Board
Abhinav Leasing and Finance Limited
Sd/- Sd/-
Mamta Agarwal Atul Kumar Agarwal
(DIN: 02425119) (DIN: 00022779) (Managing Director) (Director)
Place: Delhi Dated: 06. 09.2023
+91-9892691696
