apoorva leasing finance investment co ltd share price Directors report

To

The Members,

APOORVA LEASING FINANCE AND INVESTMENT COMPANY LIMITED

Your Directors have pleasure in presenting their 39th Annual Report on the business and operations of the Company and the accounts for the Financial Year ended 31st March, 2022.

1. FINANCIAL SUMMARY OR HIGHLIGHTS/PERFORMANCE OF THE COMPANY (STANDALONE)

(IN LAKHS)

Particulars	2021-22	2020-21
Revenue	1004.26	551.38
Profit & Loss (Before Interest & Depreciation)	835.02	443.52
Less: Depreciation & Amortization Expenses	11.56	15.25
Less:Interest	1.41	0.09
Profit/Loss before Tax	822.05	428.18
Less: Current Tax	152.08	97.44
Less: Deferred Tax	-1.03	(1.96)
Less: Excess/short Provision of earlier year tax	-	-
Profit/Loss after Tax	671.00	332.70
Add: Item that will not be re-classified to profit & Loss	127.28	395.35
Less: Income Tax relating to items that will not be reclassified to profit & Loss	32.03	99.50
Total comprehensive income for the period	766.25	628.55

2. OPERATIONAL PERFORMANCE

During the financial year 2021-22, the company has recorded revenue of Rs. 1004.26 lakhs and has earned net profit of Rs 671.00 Lakhs as compared to profit of Rs. 332.70 Lakhs 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 recommend any dividend for the financial year 2021-22.

5. RESERVES

The Company has Rs 12065.03 Lakhs 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.

7. DETAILS OF DIRECTORS AND KEY MANAGERIAL PERSONNEL APPOINTED AND RESIGNED DURING THE YEAR

S.No. Name of the Person	Designation	Appointment/Resignation/Change in designation	Date of Appt/ Resignation/Change in designation
1 Mr. Pankaj Mishra	Company Secretary	Resignation	16/10/2021
2 Ms. Chetna Sajwan	Company Secretary	Appointment	24/02/2022

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 OF THE BOARD OF DIRECTORS AND INDEPENDENT DIRECTORS HELD DURING THE FINANCIAL YEAR

In the Compliance of Provisions of clause (b) of sub-section (3) of Section 134 of Companies Act, 2013, there were 8 (Eight) 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 read with Secretarial Standards-1.

In addition to the above, 1 (One) meeting of the Independent Directors was held during the year in compliance with the Section 149(8) read with Schedule IV to the Companies Act, 2013 and SEBI (Listing Obligation and Disclosure Requirements) Regulation, 2015.

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 Companys Remuneration Strategy is a key and integral component of the broader Human Resource Strategy of the Company and, wh ilst 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 there under 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 of Managerial Personnel) Rules, 2014. However, the list of Top 10 employees is attached with the report and marked as Annexure-IV.

13. MANAGERIAL REMUNERATION

1. Ratio of remuneration of each director to median remuneration of employees
Atul Singh Tyagi	60.00 Lakhs( Annually)
2. Percentage Increase in remuneration of each Directors and KMPs	Not Increased
3. Percentage Increase in the median remuneration of employees	Not Increased
4. Number of permanent employees as on 31st march 2022.	13 but the Company does not employ 20 or more than 20 employees at any point of time
5. average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration;	Not Applicable
6. 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 does 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:

None of the companies became or ceased as subsidiaries/joint ventures/ Associates companies during the year.

Pursuant to sub-section (3) of Section 129 of the Act and rules made there under, the statement containing the salient feature of the financial statement of a Comp anys subsidiary or subsidiaries, associate company or companies and joint venture or ventures is given as Annexure I.

During the year, the Company generated revenue of Rs. 1004.25 Lakhs 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 Statutory Auditors, M/s Pawan Nanak Bansal & Co., Chartered Accountants were re appointed as the statutory Auditors of the Company in the AGM held on 30th September, 2020 to hold the office till the conclusion of AGM for the financial year 2024-2025.

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 al so 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 Companys for the FY 2021-22.

18. SECRETARIAL AUDIT REPORT

In terms of Section 204 of the Act and Rules made there under, M/s. SPR & Co, 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.

19. INTERNAL AUDIT & CONTROLS

In terms of Section 138 of the Companies Act, 2013 and Rule 13 of Company (Accounts) Rules, 2013, the Company appointed Ms "Gauri Handa.", employee of the company as Internal Auditor w.e.f 30th June, 2021. 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. ANNUAL RETURN

Pursuant to section 92(3) and section 134(3)(a) of the Companies Act, 2013 the company has placed a copy of the Annual Return as at 31st March, 2022 on its the website http://www.apoorvaleasingfinance.com/index.php?event=Annual%20Report. By virtue of amendment to section 92(3) of e Companies Act, 2013 the companies is not required to provide extract of Annual Return (Form MGT-9) as part of the Board Report

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.

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 COMPANYS OPERATIONS IN FUTURE

The Company has not received any significant or material orders passed by the regulators or courts or appellate tribunals impacting the going concern status and Companys operations in future.

26. DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS

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 Companys policies, the safeguard of its a ssets, 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 Companys Internal Financial Control System also comprises of due compliances with Companys policies and Stan dard Operating Procedures (SOPs) and audit and compliance by Internal Auditor Ms. Gauri Handa, Account officer of the Company.

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 Investments

S. No. Details of Investment	Amount (Rs.)
1. Mutual Fund- HDFC low duration fund	6,27,41,991.53
2. Mutual Fund -SBI Magnum Low Duration Fund	1,76,47,163.89
3. Mutual Fund- Franklin India Ultra Short Bond Fund	85,26,860.30
4. Mutual Fund- ICICI Prudential Collection	62,051.00
5. Mutual Fund- UTI Mutual Fund Collection	20,089.86
6. Mutual Fund- Franklin Short term Ret.	4,577.90
7. Mutual Fund- Franklin India Short Terms Income Plan- Debt fund	3,460.20
8. Investment in Listed Shares- Sun Pharma	19,26,397.04
9. Investment in Listed Shares- Asian Paint	19,63,634.00
10. Investment in Listed Shares- Hindustan pertolium	1,24,657.00
11. Investment in Listed Shares- ICICI Bank	3,54,774.10
12. Investment in Listed Shares-Indusind Bank investment	2,50,266.67
13. Investment in Listed Shares- ITC	6,12,859.78
14. Investment in Listed Shares-Pfizer	62,796.00

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-II 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 2021-22 were in ordinary course of business and on arm length basis.

30. CORPORATE GOVERNANCE CERTIFICATE

The Compliance certificate from the practicing Company Secretary 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, 2022 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 2021-22 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 equipments.

Further, the Companys 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 2021-22, 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 there under, therefore, it is not mandatorily required to undertake the Corporate Social Responsibility (CSR) activities for the financial year 2021-22.

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 n 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 2021-22 to BSE where the Companys 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. Details of application/ any proceedings pending under the Insolvency and Bankruptcy Code, 2016

Neither any application was made nor any proceedings are pending under The Insolvency and Bankruptcy Code, 2016.

41. 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.

Place: Delhi	For and on behalf of the Board of Directors
Date: 30th August, 2022	Apoorva Leasing Finance and Investment Company Limited
	Sd/-	Sd/-
	Atul Singh Tyagi	Suresh
	Managing Director	Director
	DIN-01335008	DIN-07762126