1. Industry structure and developments
The company is engaged in trading in shares, financial services and
investment activities where the outlook of the business seems to be encouraging over and
above we have been diversified into different businesses ranging from third party product
distributions (lowest balance sheet risk) to originating unsecured personal loans,
corporate loans (highest balance sheet risk). We believe that we are well placed to
leverage on the growth opportunities in the economy.
2. Opportunities and Threats
OPPURTUNITIES
? Increase in Income levels will aid greater penetration of financial
products. ? Positive regulatory reforms. ? Increase in corporate growth & risk
appetite. ? Greater efficiency in debt market operations which will also help greater
penetration. ? Increased securitisation. ? Focus on selling new product/services.
THREATS
? Inflation could trigger increase in consumer price inflation, which
would dampen growth. ? Increased competition in both local & overseas markets. ?
Unfavorable economic development. ? Market risk arising from changes in the value of
financial instruments as a result of changes in market variables like interest rate and
exchange rates.
3. Segment wise or product-wise performance
The company has only one segment line of business. Hence, this head
does not apply to our company.
4. Risks and concerns
Management of risk to the business is continuous challenge for any
organization growing in size and enhancing its purpose. The traditional risk factors like
client risks, industry segment risks and economic risk are well understood and the means
to handle them are also fairly established.
5. Internal control systems and their adequacy
The company ensures existence of adequate internal control through
policy and procedures to be followed by the executives at various levels in the company.
The operating managers ensure compliance within their areas. The Company has internal
Audit system to carry out extensive checking and test and report noncompliance/ weakness,
if any through internal Audit Reports on the respective areas. These reports along with
reports on compliance made thereafter are reviewed by the Audit Committee of the Board.
6. Material developments in Human Resources / Industrial
Relations front, including number of people employed
Management relation with the employees remains cordial. The
Companys Human
Resources philosophy is to establish and build a strong performance and
competency drive culture with greater senses of accountability and responsibility. The
industrial relations scenario remained peaceful and harmonious.
7. Disclosure of Accounting Treatment
The financial statements of the Company have been prepared in
accordance with the Indian Accounting Standards (Ind AS) to comply with the Accounting
Standards notified under Section 133 of the
Companies Act, 2013 ("the 2013 Act") and the relevant
provisions of the 2013 Act, as applicable. The financial statements have been prepared on
going concern basis under the historical cost convention on accrual basis. The Company has
follows to continue with the period of 1st day of April to 31st day of March, each year as
its financial year for the purpose of preparation of financial statements under the
provisions of Section 2(41) of the Companies Act, 2013.
8. Cautionary Statement
Statements in the Management Discussion and Analysis describing the
Companys objectives, expectations, predictions and assumptions may be "FORWARD
LOOKING" within the meaning of applicable Laws and Regulations. Actual results may
differ materially from those expressed herein, important factors that could influence the
Companys operations include domestic economic Conditions affecting demand, supply,
price conditions, and change in Governments regulations, tax regimes, other statutes
and other factors such as industrial relations.
|
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 |
|
Date: 06.09.2023 |
|
FORM NO. AOC-2
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 transactions under third proviso
thereto
(Pursuant to clause (h) of sub-section (3) of section 134 of the Act
and Rule 8(2) of the Companies (Accounts) Rules, 2014)
1. Details of contracts or arrangements or transactions not at arms
length basis: - None (a) Name(s) of the related party and nature of relationship (b)
Nature of contracts/arrangements/transactions (c) Duration of the
contracts/arrangements/transactions (d) Salient terms of the contracts or arrangements or
transactions including the value, if any (e) Justification for entering into such
contracts or arrangements or transactions (f) Date of approval by the Board (g) Amount
paid as advances, if any: (h) Date on which the special resolution was passed in general
meeting as required under first proviso to section 188
2. Details of material contracts or arrangement or transactions at
arms length basis: - Details are already given in the Note No. 29 attached with Financial
Statements (a) Name(s) of the related party and nature of relationship (b) Nature of
contracts/arrangements/transactions (c) Duration of the
contracts/arrangements/transactions (d) Salient terms of the contracts or arrangements or
transactions including the value, if any: (e) Date(s) of approval by the Board, if any:
(f) Amount paid as advances, if any:
|
|
For and on behalf of the Board |
|
|
Abhinav Leasing and Finance Limited |
|
Sd/- |
Sd/- |
Place: Delhi |
Mamta Agarwal |
Atul Kumar Agarwal |
Dated:06.09.2023 |
(DIN: 02425119) |
(DIN: 00022779) |
|
(Managing Director) |
(Director) |
As per section 134(3) of the Companies Act, 2013 read with Companies
(Accounts) Rules, 2014
i) Conservation of Energy
The operations involve low energy consumption. Wherever possible,
energy conservation measures have been implemented. Efforts to conserve and optimize the
use of energy are a continuous process.
ii) Technology Absorption
1. Specific areas in which R & D carried out are as follows: a)
Review of the existing courses and evaluation of feasibility of the new courses to be
launched and estimating the costing thereof. b) Providing technical support on existing
products.
2. Benefits derived as a result of the above R & D
As a result the organization is being able to implement current
courses. 3. Expenditure on R & D: NIL iii) Foreign Exchange Earnings & Outgo
There were no foreign exchange earnings as well as outgo of the Company
during the year under report.
ACKNOWLEDGMENT
Your Directors would like to express their grateful appreciation for
assistance and Co-operation received from the financial institutions, Government
Authorities, Customers, Vendors and Members during the year under review. Your Directors,
also wish to place on record their deep sense of appreciation for the committed services
of executives, staff and workers of Company.
|
|
For and on behalf of the Board |
|
|
Abhinav Leasing and Finance Limited |
|
Sd/- |
Sd/- |
Place: Delhi |
Mamta Agarwal |
Atul Kumar Agarwal |
Dated: 06.09.2023 |
(DIN: 02425119) |
(DIN: 00022779) |
|
(Managing Director) |
(Director) |
Form No. MR-3 SECRETARIAL AUDIT REPORT
For The Financial Year Ended 31st March, 2023
[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,
ABHINAV LEASING AND FINANCE LIMITED S-524, IST FLOOR, VIKAS MARG
SHAKARPUR DELHI 110092
I have conducted the secretarial audit of the compliance of applicable
statutory provisions and the adherence to good corporate practices by Abhinav Leasing and
Finance 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 our opinion thereon.
Based on our verification of the Companys 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 31st March, 2023 (Audit
Period) 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:
We have examined the books, papers, minute books, forms and returns
filed and other records maintained by the Company for the financial year ended on 31st
March, 2023 according to the provisions of:
(i) The Companies Act, 2013 (the Act) and the rules made there under;
(ii) The Securities Contracts (Regulation) Act, 1956 (‘SCRA)
and the rules made there under;
(iii) The Depositories Act, 1996 and the Regulations and Bye-laws
framed there under;
(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; (No Fresh FDI, ODI and ECB was taken by
the Company during the Audit Period)
(v) The Regulations and Guidelines prescribed under the Securities and
Exchange Board of
India Act, 1992 (‘SEBI Act) viz.:-
(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, 2018; (Company did not issue any securities
during the Audit Period);
(d) The Securities and Exchange Board of India (Employee Stock Option
Scheme and Employee Stock Purchase Scheme) Guidelines, 2021; (company has not grant any
option to its employee during the Audit Period)
(e) The Securities and Exchange Board of India (Issue and Listing of
Debt Securities) Regulations, 2015; (Company did not issue any debt securities during
the Audit Period)
(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, 2021; (Not Applicable to the company during the period under
review)
(h) The Securities and Exchange Board of India (Buyback of Securities)
Regulations, 2018; (Not Applicable to the company during the period under review)
(vi) Other laws applicable to the Company as per the representations
made by the Management.
We have also examined compliance with the applicable clauses of the
following:
(i) Secretarial Standards issued by The Institute of Company
Secretaries of India.
(ii) The Listing Agreements entered into by the Company with BSE
Limited and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
During the period under review the Company has generally complied with
the provisions of the Act, Rules, Regulations, Guidelines, Standards, etc. mentioned above
subject to the following:
Based on the information received and records maintained, we further
report that,
1. Pursuant to Section 203 of the Companies Act, 2013, and
Regulation 6 of SEBI (LODR) Regulations, company has appointed a qualified Company
Secretary.
2. The Board of Directors of the Company is duly constituted with
proper balance of Executive Directors, Non-Executive Directors and Independent Directors
and 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.
3. Adequate notices were given to all directors to schedule the Board
Meetings, Agenda and detailed notes on agenda were sent at least seven days in advance
with the proper compliances of the provisions of Companies Act, 2013. Some meetings were
held on shorter notice with the proper compliances of applicable provisions of Companies
Act, 2013 and rules made there under.
4. Majority decision is carried through while the dissenting
members views are captured and recorded as part of the minutes.
We further report that there 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. And In respect of
other laws specifically applicable to the Company, I have relied on information/records
produced by the Company during the course of my audit and the reporting is limited to that
extent.
We further report that during the audit period, there were no instances
of:
i. Public/Right/preferential/debentures/sweat equity, etc. ii.
Redemption / buy-back of securities iii. Any approval taken from members in pursuance to
section 180 of the Companies Act, 2013 iv. Merger / amalgamation / reconstruction, etc. v.
Foreign technical collaborations
This Report is to be read with our letter of even date which is annexed
as Annexure 1 and forms an integral part of this report.
For Divya Rani |
(Practicing Company Secretaries) |
Sd/- |
Divya Rani |
(Proprietor) |
ACS A64841 |
COP No. 26426 |
UDIN: A064841E000954983 |
Date: 05.09.2023 |
Place: Delhi |
To,
The Members,
ABHINAV LEASING AND FINANCE LIMITED S-524, IST FLOOR, VIKAS MARG
SHAKARPUR DELHI 110092
Sub: Secretarial Audit for the Financial Year ended March, 2023 of even
Date is to be read with this letter
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. 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 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.
For Divya Rani |
(Practicing Company Secretaries) |
Sd/- |
Divya Rani |
(Proprietor) |
ACS A64841 |
COP No. 26426 |
UDIN: A064841E000954983 |
Date: 05.09.2023 |
Place: Delhi |
CERTIFICATE OF NON-DISQUALIFICATION OF DIRECTORS
(Pursuant to Regulation 34 (3) and Schedule V Para C clause (10) (i) of
the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015)
To,
The Members,
Abhinav Leasing and Finance Limited
I have examined the relevant registers, records, forms, returns and
disclosures received from the Directors of Abhinav Leasing and Finance Limited having CIN:
L65100DL1984PLC018748 and having registered office at S-524, IST FLOOR, VIKAS MARG
SHAKARPUR DELHI 110092 (hereinafter referred to as the Company), produced before me by
the Company for the purpose of issuing this Certificate, in accordance with Regulation
34(3) read with Schedule V Para-C Sub clause 10(i) of the Securities Exchange Board of
India (Listing Obligations and Disclosure Requirements) Regulations, 2015.
In my opinion and to the best of my information and according to the
verifications (including Directors Identification Number (DIN) status at the portal
www.mca.gov.in) as considered necessary and explanations furnished to me by the Company
& its officers, I hereby certify that none of the Directors on the Board of the
Company as stated below for the Financial Year ending on 31st March, 2023 have
been debarred or disqualified from being appointed or continuing as Directors of companies
by the Securities and Exchange Board of India, Ministry of Corporate Affairs, or any such
other Statutory Authority.
Sr. No. Name of
Director |
Designation |
DIN |
Date of
appointment/reappointment in Company |
1 MRS. MAMTA AGARWAL |
Managing Director |
02425119 |
11/08/2022 |
2 MR. ATUL KUMAR AGARWAL |
Director |
00022779 |
10/01/2014 |
3 MR. HIMANSHU AGARWAL |
Director cum C.F.O. |
05192834 |
07/02/2015 |
4 MR. RAJEEV GARG |
Independent Director |
02216829 |
20/04/2021 |
5 MR. NIKHIL BANSAL |
Independent Director |
02701658 |
07/03/2019 |
Ensuring the eligibility of for the appointment / continuity of every
Director on the Board is the responsibility of the management of the Company. Our
responsibility is to express an opinion on these based on our verification. This
certificate is specifically being issued in accordance with Regulation 34(3) read with
Schedule V Para-C Sub clause 10(i) of the Securities Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations, 2015 and is neither an assurance as
to the future viability of the Company nor of the efficiency or effectiveness with which
the management has conducted the affairs of the Company.
|
|
For Divya Rani |
|
(Practising Company
Secretaries) |
|
|
Sd/- |
|
|
Divya Rani |
|
|
(Proprietor) |
|
ACS NO. A64841, CP No. 26426 |
|
UDIN: |
A064841E000954983 |
Date: 05.09.2023 |
|
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Place: Delhi |
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+91-9892691696
