To
The Members,
ALPS MOTOR FINANCE LIMITED
The Directors have pleasure in presenting before you the 29th Annual Report of the Company together with the Audited Statements of Accounts for the year ended 31st March, 2016.
FINANCIAL RESULTS
The summarized performance of the Company for the years 2015-16 and 2014-15 is given below:
(Amt in Rs.)
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S. No.
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Particulars
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For the Financial Year ended as on 31st March 2016
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For the Financial Year ended as on 31st March 2015
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1.
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Total Income/Loss
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10,003,571
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14,523,009
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2.
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Less: Total Expenses
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9,503,095
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13,544,174
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3.
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Profit Before Tax
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500,476
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978,835
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4.
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Profit/Loss after Tax
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345,749
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679,242
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FINANCIAL PERFORMANCE
During the year under review, the Company's income is Rs. 100.03 lacs as against income of Rs. 145.23 lacs in 2014-15. The net profit after tax during the year has been Rs.3.45 lacs as against the net profit of Rs. 6.79 lacs in the previous year.
RESERVES & SURPLUS
The amount of Rs. 3,45,749/- is being transferred in the reserve and Surplus as the Current year profit. DIVIDEND
To plough back the profits in to the business activities, no dividend is recommended for the financial year 2015-16.
SHARE CAPITAL
During the year under review, there is no change in the capital structure of the company.
However, the Board of Directors in its meeting held on 02.09.2016 approved a proposal of Preferential Issue up to 25,00,000 equity shares and the same has been submitted for the approval of Shareholders in the 29th Annual General Meeting of the company. Keeping this in view as well as to meet the future need for expansion of capital base of the Company, it has been decided to increase the same.
Further another proposal to increase the Authorized Share Capital by Rs. 25,00,000 (Rupees twenty five lakh only) divided into 25,00,000 (twenty five Lacs) Equity shares of Rs.1/- (Ten) each ranking pari-passu in all respect with the existing Equity Shares of the Company has been submitted for the approval of Shareholders.
CHANGE IN THE NATURE OF BUSINESS
During the year, the Company has not changed its nature of business.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
Management Discussion and Analysis Report regarding the compliances with conditions of Corporate Governance as per Chapter IV of SECURITIES AND EXCHANGE BOARD OF INDIA (LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2015 is annexed to this report.
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 have been no material changes and commitments which can affect the financial position of the Company occurred between the end of the financial year of the Company and date of this report.
DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS
[The Company has a formal system of internal control testing which examines both the design effectiveness and operational effectiveness to ensure reliability of financial and operational information and all statutory / regulatory compliances. The Company has a strong monitoring and reporting process resulting in financial discipline and accountability.
AUDIT COMMITTEE
The Board has well-qualified Audit Committee with majority of Independent Directors including Chairman. They possess sound knowledge on Accounts, Audit, Finance, Taxation, Internal Controls etc. The details of the Composition of the Audit Committee are given in the Corporate Governance Report.
During the year, there are no instances where the Board had not accepted the recommendations of the Audit Committee.
NOMINATION & REMUNERATION COMMITTEE & ITS POLICY
The Company has duly constituted Nomination and Remuneration Committee to align with the requirements prescribed under the provisions of the Companies Act, 2013.
The details of the Composition of the Nomination and Remuneration Committee are given in the Corporate Governance Report.
DETAILS OF ESTABLISHMENT OF VIGIL MECHANISM FOR DIRECTORS AND EMPLOYEES
During the year, as per Section 177(9) read with Rule 7(1) of The Companies (Meeting of Board and its Powers) Rules, 2014, Company is required to establish a Vigil Mechanism for its Directors and employees. In order to ensure that the activities of the Company and its employees are conducted in a fair and transparent manner by adoption of highest standards of professionalism, honesty, integrity and ethical behavior the company has adopted a vigil mechanism policy. This policy is explained in corporate governance report and also posted on the website of company
RISK MANAGEMENT POLICY
The Company has devised and implemented a mechanism for risk management and has developed a Risk Management Policy. The Policy provides for constitution of a Risk Committee, which will work towards creating a Risk Register, identifying internal and external risks and implementing risk mitigation steps. The Committee will, on a quarterly basis, provide status updates to the Board of Directors of the Company.
FAMILIARIZATION PROGRAMME
The Company at its various meetings held during the Financial year 2015 -16 had familiarize the Independent Directors with regard to the roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, the Business models of the Company etc. The Independent Directors have been provided with necessary documents, reports and internal policies to familiarize then with the Company's policies, procedures and practices.
Periodic presentations are made to the Board and Board Committee meeting on Business and performance updates of the Company, Business strategy and risks involved.
Quarterly updates on relevant statutory changes and judicial pronouncements and encompassing important amendments are briefed to the Directors.
PARTICULARS OF EMPLOYEES AND OTHER DISCLOSURE
The prescribed particulars of Employees required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is given annexed:
The information required pursuant to Section 197(12) read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of Employees of the Company, will be provided on request. In terms of Section 136 of the Act, the reports and accounts are being sent to the members and others entitled thereto, excluding the information on employees particulars mentioned in rule 5(2) of the said rule which is available for inspection by the Members at the Registered Office of the Company during the business hours on working days of the Company up to the date of ensuing Annual General Meeting. If any Member is interest in inspecting the same, such Member may write to the Compliance officer in advance.
DETAILS PERTAINING TO REMUNERATION AS REQUIRED UNDER SECTION 197(12) OF THE COMPANIES ACT, 2013 READ WITH RULE 5(1) OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES. 2014
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Sr.
No.
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Name of Director/KMP and Designation
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Remuneration of Director/ KMP for FY 2015-16 (Rs. In Lakhs)
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% increase in Remuneration in FY2015-16**
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Ratio of Remuneration of Director to Median
Remuneration of employees
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Ratio of Remuneration of Director to Median
Remuneration of Employees
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2.
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Ms. Sunila Sabharwal, Whole Time Director
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Nil
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Nil
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Nil
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Nil
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The number of permanent employees as on 31st March 2016 was 3. Average of remuneration of employees excluding KMPs - Nil
No employee's remuneration for the year 2015-16 exceeded the remuneration of any of the Directors.
Company's performance has been provided in the Directors' Report which forms part of the Board Report.
The key parameter for the variable component of key managerial personnel(s) is linked with Company performance and Individual performance.
The remuneration of Directors, KMPs and other employees is in accordance with the Remuneration Policy of the Company.
STATEMENT CONTAINING THE PARTICULARS OF EMPLOYEES IN ACCORDANCE WITH SECTION 197 OF THE COMPANIES ACT, 2013 READ WITH RULE 5 OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014 AND FORMING PART OF DIRECTORS' REPORT FOR THE FINANCIAL YEAR ENDED MARCH 31,2016 -NOT APPLICABLE
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186
During the year, Company has not provided Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:
The Company has no material significant transactions with its related parties which may have a potential conflict with the interest of the Company at large. The details of transactions with the Company and related parties are given for information under notes to Accounts.
DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013
In order to prevent sexual harassment of women at workplace; the provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressed) Act, 2013 are effective in the Company. Under the said Act every company is required to set up an Internal Complaints Committee to look into complaints relating to sexual harassment at workplace of any women employee. The Company has in place an Anti Sexual Harassment Policy in line with the requirements of the Sexual Harassment of Woman at Workplace (Prevention, Prohibition and Redressed) Act, 2013. All women employees (permanent, contractual, temporary and trainee) are covered under this Policy.
The following is a summary of Sexual Harassment complaints received and disposed off during the year:
a. No. of Complaints received: 0
b. No. of Complaints disposed off : 0
MANAGERIAL REMUNERATION POLICY
Provisions relating to Managerial Remuneration as per Section 197 read with Rule 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 The Board have on the recommendation of the Nomination & Remuneration Committee framed a Policy for Selection and appointment of Directors, Senior management and their Remuneration.
AUDITORS OBSERVATIONS / QUALIFICATIONS
The Auditors observations / qualifications are detailed in the Auditor's Report annexed hereto are self explanatory and be read together with the notes to the accounts in the Schedule annexed to the Account.
CORPORATE SOCIAL RESPONSIBILITY (CSR)
During the year under review, the Company is not required to comply with the provisions related to Corporate Social Responsibility on the basis of its financial statement.
DEPOSITS
The Company has not accepted deposit from the public falling within the ambit of Section 73 of the Companies Act, 2013 and The Companies (Acceptance of Deposits) Rules, 2014. No amount of principal or interest was outstanding as on the date of Balance Sheet.
NAME OF THE COMPANIES WHICH HAVE BEEN BECOME OR CEASED TO BE ITS SUBSIDIARIES AND ASSOCIATE COMPANIES DURING THE YEAR
Since the Company has no subsidiaries as on 31st March, 2016, provision of section 129 of the Companies Act, 2013 is not applicable.
STATUTORY AUDITORS
In terms of the first proviso to section 139 of the Companies Act, 2013, the appointment of the Auditors is to be placed for ratification at the Annual General Meeting. Accordingly the appointment of M/s. Manoj Raj and Associates, Chartered Accountants (Firm Registration number 017373N), as Statutory Auditors of the Company is placed for ratification by the Shareholders. In this regard the Company has received a Certificate from the Auditors to the effect that if they are appointed it would be in accordance with the provision of section 141 of the Companies Act, 2013. The Report given by the Statutory Auditors for the Financial Statements for the year ended March 31, 2016 read with explanatory notes thereon do not call for any explanation or comments from the Board under Section 134(3) of the Companies Act, 2013.
AUDITORS' REPORT
The Notes on Financial Statements referred to in the Auditors' Report are self-explanatory and therefore, in the opinion of the Directors, do not call for further comments.
EXTRACT OF THE ANNUAL RETURN
The extract of the annual return in form no. MGT - 9 has been annexed to the Report, as Annexure-1.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO
The particulars as required under the provisions of Section 314(3)(m) of the Companies Act, 2013 read with Rule 8(3) of The Companies (Accounts) Rules, 2014 in respect of Conservation of Energy and Technology Absorption have not been furnished considering the nature of activities undertaken by the Company during the year under review.
There was no foreign exchange earning & outgo during the financial year under review.
DIRECTORS & COMMITTEES:
a) Changes in Directors and Key Managerial Personnel
During the year under review 2015-16, Mr. Ashok Kumar Jha has resigned from the Directorship of the company w.e.f 16th May, 2015.
Further, Mr. Akash has been regularized as the directors of the company in the 28th Annual General Meeting of the company held on 29th September, 2015.
Further Mr. Sushil Kumar and Mr. Suneel Kumar has been appointed as the Independent Director of the Company, to hold office for a term of five consecutive years in the 28th Annual General Meeting of the company held on 29th September, 2015.
b) Declaration by an Independent Director(s) and re- appointment, if any
All Independent Directors have given declaration that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, and Listing Agreement.
c) Formal Annual Evaluation of Board
Pursuant to the provisions of companies Act, 2013 and clause 49 of the Listing Agreement, the Board has carried out annual performance evaluation of its own performance, the directors individually as well the evaluation of the working of its Audit, Nomination & Remuneration and Stakeholder committee. The manner in which the evaluation has been carried out has been explained in Corporate Governance Report.
NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS a. BOARD MEETINGS
During the year, Eight Board Meetings were convened and held. The details of which are given below. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.
During the year, the Board of your company met Eight (8) times on 16.05.2015, 28.05.2015, 13.08.2015, 01.09.2015, 10.11.2015, 23.12.2015, 13.02.2016, 23.03.2016. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013. Details of attendance in the Meeting and other directorship etc have been given in the Corporate Governance Report.
SECRETARIAL AUDIT REPORT AND EXPLANATION TO THE QUALIFICATIONS REPORTED IN THE REPORT
Provisions relating to Secretarial Audit as per Section 204 read with Rule 9 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed Mr. Sanjay Kumar Jha, Proprietor of S.K. Jha & Associates, Company Secretaries to undertake the Secretarial audit of the Company. The Secretarial Auditor Report provided By the Secretarial Auditor in Form No. MR-3 has been enclosed as Annexure- II.
With reference to the qualifications, we wish to explain that the Company is searching the best person for the post of Company Secretary and Chief Financial Officer and the company has initiated to comply the same.
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
BSE Limited vide its letter dated 21st August, 2015 suspend the trading of securities of the company due to some surveillance measures w.e.f 26th August, 2015. Further, BSE Limited pursuant to notice no. 20151218-28 dated December 18, 2015 and notice no. 20151221-2 dated December 21, 2015, suspends the trading in the securities of the company with effect from December 24, 2015 due to some surveillance measures.
However, the company had submitted the documents as asked by the BSE Limited in the notice no. 2015121828 dated December 18, 2015 and pursuant to the order of HIGH COURT OF DELHI, W.P.(C) No.869/2016 & CM No.3830/2016, BSE Limited revoke the suspension of the trading in the security of the company w.e.f March 01, 2016 via Exchange notice no. 20160229-13 dated February 29, 2016.
AUDIT OBSERVATIONS
Auditors' observations are suitably explained in notes to the Accounts and are self-explanatory.
CORPORATE GOVERNANCE AND SHAREHOLDERS' INFORMATION
Your Company has taken adequate steps to adhere to all the stipulations laid down in Clause 49 of the Listing Agreement of the Company with the Stock Exchanges for the period April 2015 to 30 November 2015 and as per the Regulation 4(2) read with Chapter IV and Schedule V of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 for the period December 1, 2015 to March 31, 2016. A report on Corporate Governance is included as a part of this Annual Report.
Certificate from the Statutory Auditors of the company M/s Manoj Raj & Associates, Chartered Accountants, confirming the compliance with the conditions of Corporate Governance is attached to this report.
HUMAN RESOURCES
There are no employees as on date on the rolls of the Company who are in receipt of Remuneration which requires disclosures under Section 134 of the Companies Act, 2013 and Companies (Particulars of Employees) Rules, 1975.
During the year under review, relationship with the employees is cordial.
DIRECTORS' RESPONSIBILITY STATEMENT
The Directors' Responsibility Statement referred to in clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013, shall state 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.
ACKNOWLEDGEMENT
Directors take this opportunity to express their thanks to various departments of the Central and State Government, Bankers, Material Suppliers, Customers and Shareholders for their continued support and guidance.
The Directors wish to place on record their appreciation for the dedicated efforts put in by the employees of the Company at all levels.
By Order of the Board of Directors
ALPS MOTOR FINANCE LIMITED
Sd/- Sd-
Place: New Delhi Sunila Sabharwal AKASH
Date: 02/09/2016 Director Director
DIN: 02340208 DIN: 06973609
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