APOLLO FINVEST (INDIA) LTD.
Your Directors have pleasure m presenting their Twenty Ninth Annual Report on the business and operations of the Company and the accounts for the Financial Year ended March 31.2015.
Amount in Rupees
Gross Sales and other Income
Profit before Depreciation and Tax
Profit before Tax
Less: Tax Expenses
Net Profit after tax
For the financial year ended 31st March, 2015. Gross revenues increased to Rs. 22.214.171.1243/- against Rs. 1.73.49,332/- m the previous year. The Company has for (the year ended 31“ Marc*. 2015. Made a net profit of Rs 126.96.36.1998/- (Previous year Rs. 79.45.461/-) after providing for taxation.
BRIEF DESCRPTION OF THE COMPANY''S WORKING DURING THE YEAR ANO STATE OF COMPANY''S AFFAIRS:
It can be observed from the financial statements of the Company that tie Net Profit of the Company has increased during the year favorably and it medicates that the Company is doing well.
With a view to strengthen the financial position of the Company, your Decors have not recommended any dividend for its equity shareholders.
PRUDENTIAL NORMS OF RBI:
The Company has followed the Prudential Norms of the Reserve Bank of India as are applicable to the Company.
Your Company has not accepted any Deposits within the meaning of Section 73 of the Companies Act 2013 and the Companies (Acceptance of Deposits) Rules, 2014.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:
The company has not given any loans or guarantees covered under the provisions of section 186 of the Companies Act. 2013. The details of the investments made by the company are given in the notes to the financial statements.
INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:
The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations. To maintain its objectivity and independence the Internal Audit function reports to the Chairman of the Audit Committee and to the Chairman & Managing Director.
The Internal Audit Department monitors and evaluates the efficacy and adequacy of internal control system n the Company, its competence with operating systems, accounting procedures and policies of the Company. Based on the report of eternal audit function, process owners undertake corrective action in their respective areas and thereby strengthen the controls.
CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION:
The information required under the provisions of Companies Act. 2013 and Rules made there under relating to the conservation of energy and technology absorption is not being given, since the Company is not engaged in any manufacturing activity.
FOREIGN EXCHANGE EARNINGS AND OUT-GO:
During the period under review there were no foreign exchange earnings or out lows.
During the year under review, your Company enjoyed cordial relations^ with employees at all levels.
In terms of the provisions of the Companies Act. 2013, Mr. Umanath R. Agarwal (DIN: 00175340) retires by rotation at this Annual General Meeting, and being eligible offer himself for re-appointment
None of the Directors are disqualified from being appointed as specified m Section 164 of the Companies Act. 2013
Mr. Hardik Dedhia (DIN: 06660799). in respect of whom the Company has received a notice along with requisite deposit in writing under Section 160 of the Companies Act. 2013 from a member proposing his candidature for the office of Independent Director. Upon approval of the appointment of Mr. Hard Dedhia (DIN: 06660799) as independent director by the Members of the Company, the appointment shall be formalized by issue of letter of appointment by the Company to the said independent director.
Brief details of Directors proposed to be appointed ''re-appointed as required under clause 49 of the Listing Agreement are provided in the Notice of Annual General Meeting forming part of Bus Annual Report
DECLARATION BY AN INDEPENDENT DIRECTOR(S) AND RE- APPOINTMENT:
The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed both under the Act and Clause 49 of the Listing Agreement with the Bombay Stock Exchange.
An ^dependent director shall hold office for a term up to five consecutive years on the Board of a Company, but shall be eligible for reappointment for next five years on passing of a special resolution by the Company and disclosure of such appointment m the Board''s report
FORMAL ANNUAL EVALUATION:
The Company has devised a Policy for performance evaluation of Independent Directors. Board. Committees and other include Directors which include criteria for performance evaluation of the non-executive directors and executive directors.
MEETINGS OF THE BOARD:
Five Meetings of the Board of directors of the Company were held during the year on 26th June 2014.24th July 2014.30th September 2014, 11th November 2014, and 4th February 2015.
DIRECTOR S RESPONSIBILITY STATEMENT:
In terms of Section 134 (5) of the Companies Act. 2013, the Directors would like to state that:
In the preparation of the annual accounts, the applicable accounting standards have been followed.
The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that were 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 of the Company for the year under review.
The Directors have taken proper and sufficient care for the maintenance of adequate accounting records m accordance with the provisions of 9ns Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities. The Directors have prepared the annual accounts on a going concern basis.
The Directors has laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.
The Directors has devised proper system to ensure compliance with the provisions of all applicable laws and that such system were adequate and operating effectively.
RELATED PARTY TRANSACTIONS:
Al related party transactions that were entered into during the financial year were on arm''s length basis and were in the ordinary course of the business as per details given in AOC-2 annexed as Annexure “A”. There are no materiality significant related party transactions made by the company with Promoters. Key Managerial Personnel or other designated person’s which may have potential conflict with interest of the company at large.
The Company does not have any subsidiary.
During the year 2014-2015 the Company has not made any issue of equity shares with differential votag Rights. Sweat Equity Shares and Employee Stock Option.
The detailed composition of the mandatory Board Committees namely Audit Committee. Stake Holders Grievance Committee and Nomination & Remuneration Committee and other related details are set out in the Corporate Governance Report which forms an integral part of this report.
The information required pursuant to Section 197 read with rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules. 2014 in respect of employees of the Company, will be provided upon 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 which is available for inspection by the members at the Registered office of the company during business hours on working days of the company up to the date of ensuing Annual General Meeting. If any member is interested in inspecting the same, such member may write to the company in advance.
The Company does not have any subsidiary Company or Holding Company and hence is not in receipt of any remuneration or commission from the same.
PREVENTION OF INSIDER TRADING:
The Company has adopted a Code of Conduct for Prevention of Insider trading with a view to regulate trading in securities by the Directors and designated employees of the Company. The Code requires pre-clearance for dealing in the Company''s 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 n relation to the Company and during the period when the Tracing Window is closed. The Board is responsible for implementation of the Code. Al Board Directors and the designated employees have confirmed compliance with the Code.
AUDITOR S REPORT/ SECRETARIAL AUDIT REPORT:
The observation made in the Auditors'' Report read together with relevant notes thereon are self explanatory and hence, do not call for any further comments under Section 134 of the Compares Act. 2013. As required under section 204 (1) of the Companies Act. 2013 the Company has obtained a secretarial audit report The company is in the process to find a suitable candidate for the positions of Company Secretary and CFO. Further, as required under section 178 of the Companies Ad 2013. company is taking steps to appoint one more independent director.
The Auditors Shankartal Jain & Associates. Chartered Accountants. Mumbai, retire at the condition of the ensuing Annual General Meeting and being eligible offer themselves for re-apartment..
Pursuant to provisions of section 204 of the Companies Ad 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules. 2014 the company has appointed S. G. and Associates, a firm of company Secretaries in practice (Mumbai) to undertake the Secretarial Audit of the Company. The Secretarial Audit report is annexed herewith as Annexure ''B''
EXTRACT OF ANNUAL RETURN:
The extracts of the Annual Return in form MGT-9 is annexed herewith as Annexure C”.
PARTICULARS Of EMPLOYEES:
The Company had no employee drawing salary/ remuneration as per the limits prescribed as per Rule 5(2) of the Appointment and Remuneration of Managerial Personnel Rules 2014.
CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION S ANALYSIS REPORTS
The Corporate Governance is annexed herewith as Annexure D and Management Discussion & Analysis Report is annexed herewith as Annexure E\ These form an integral part of Bus Report, together with the Certificate from the auditors i.e. Shankarlal Jain & Associates (Chartered Accountants) regarding competence with the requirements of Corporate Governance as stipulated in Clause 49 of the Listing Agreement.
Your Company and its Directors wish to extend their sincerest t thanks to the Members of the Company. Bankers. Customers. Executives and Staff at all levels for the continuous cooperation and assistance.
For and on behalf of the Board of Directors APOLLO FINVEST (INDIA) LIMITED
Date: 12* August 2015 Anju R. Innani Umanath R. Agarwal
Place: Mumbai Managing Director Whole-Time Director