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Abhinav Leasing & Finance Ltd.

BSE: 538952 Sector: Financials
NSE: N.A. ISIN Code: INE211D01027
BSE 00:00 | 24 Apr 2020 Abhinav Leasing & Finance Ltd
NSE 05:30 | 01 Jan 1970 Abhinav Leasing & Finance Ltd

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OPEN 1.13
PREVIOUS CLOSE 1.13
VOLUME 18
52-Week high 1.60
52-Week low 1.10
P/E 6.47
Mkt Cap.(Rs cr) 6
Buy Price 1.13
Buy Qty 568.00
Sell Price 1.13
Sell Qty 82.00
OPEN 1.13
CLOSE 1.13
VOLUME 18
52-Week high 1.60
52-Week low 1.10
P/E 6.47
Mkt Cap.(Rs cr) 6
Buy Price 1.13
Buy Qty 568.00
Sell Price 1.13
Sell Qty 82.00

Abhinav Leasing & Finance Ltd. (ABHINAVLEASING) - Director Report


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Company director report

Dear Members

Abhinav Leasing and Finance Limited

The Board of Directors hereby pleasure to present business and operation of yourcompany along with audited financial statements for the financial year ended March 312019.

FINANCIAL SUMMARY

(Amount in Rs.)
PARTICULARS F.Y. 2018-19 F.Y. 2017-18
Sales/ Income from operations 62857038.00 215412975.00
Total Expenses (62715211.00) (214893984.00)
Profit/ (loss) before exceptional item and tax 141827.00 518994.00
Less: Exceptional Items (69186.00) 0.00
Profit/ (loss) before tax for the year 72641.00 518994.00
Less: Income tax and deferred tax expenses (214963.00) (147798.00)
Profit after tax for the year (142322.00) 371196.00
Other Comprehensive Income/ Loss (282874.00) 32000.00
Net Profit/ Loss for the Year (425196.00) (403196.00)

COMPANY'S PERFORMANCE

Your Company has delivered another year during the year company's performance wasslightly better than previous year and management is working upon to maintain thisadvancement 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. Rabinder Gupta* Director
5. Mr. Ankit Kumar Agarwal Director
6. Mr. Vinod Kumar ** Director
7. Mr. Nikhil Bansal*** Additional Director

* Mr. Rabinder Gupta resigned w.e.f. 20th June 2018

** Mr. Vinod Kumar has been appointed as Additional Director w.e.f. 14th August 2018and regularized as Independent Director on 28th September 2018 but he resigned from thepost w.e.f. 07th March 2019.

***Mr. Nikhil Bansal has been appointed as an additional Director w.e.f. 07th March2019.

Rotation of Director

Mr. Atul Kumar Agarwal (DIN 00022779) is liable to retire by rotation at the ensuingAnnual General Meeting and being eligible offer himself for reappointment.

Regularization of Director

1. Mr. Vinod Kumar was appointed as an Additional Director of the Company by the Boardof Directors with effect from 14th August 2018 whose appointment have been regularize inthe last annual General Meeting held on 28th September 2018 and resigned from the post ofIndependent Director w.e.f. 07th March 2019.

2. Mr. Nikhil Bansal was appointed as an Additional Director of the Company by theBoard of Directors with effect from 07th March 2019 whose term expires in this ensuingAnnual General Meeting. Hence a Resolution for regularization of Mr. Nikhil Bansal isgiven in Notice of Annual General meeting.

CHANGE IN MANAGEMENT

During the year following appointments/ resignation took place:-

S.NO. NAME EVENT
1. Mr. Rabinder Gupta Mr. Rabinder Gupta has been resigned w.e.f. 20th June 2018.
2. Mr. Vinod Kumar Mr. Vinod Kumar has been appointed as Additional Director w.e.f. 14th August 2018. Whose appointment has been regularized in last Annual General Meeting and resigned from the post of Independent Director w.e.f. 7th March 2019.
3. Mr. Nikhil Bansal Mr. Nikhil Bansal has been appointed as an additional director w.e.f. 7th March 2019.

SUBSIDIARY COMPANIES JOINT VENTURES & ASSOCIATE COMPANIES

As on 31st March 2019 the Company has no Subsidiary Joint-Venture or Associatecompanies.

CONSOLIDATED FINANCIAL STATEMENT

As the Company have no Subsidiary Joint-Venture or Associate companies as on 31stMarch 2019. Hence there is no requirement for the company to prepare ConsolidatedFinancial Statements.

REPORTING OF FRAUDS

There have been no instances of fraud reported by the Statutory Auditors under Section143 of the Act read with relevant Rules framed thereunder either to the Company or to theCentral Government.

CORPORATE GOVERNANCE

Even though as per the provisions of Companies Act 2013 regarding Corporate SocialResponsibility are not attracted to the company yet the company has been indulged in theenhancement of shareholder value through sound business decisions prudent to financialmanagement and high standard of ethics throughout the organization.

DEPOSITS

During the year under review the Company has not accepted any deposit falling withinthe meaning of section 73 of the Companies Act 2013 and the Companies (Acceptance ofDeposits) Rules 2014.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS ORTRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE

During the year there was no significant and material order passed by any regulators orcourt or tribunal which would impact the going concern status and company's operations infuture.

INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has an Internal Control System commensurate with the size scale andcomplexity of its operations. The internal Audit functions reports to the Chairman of theAudit Committee and to Chairman and Managing Director of the Company.

M/s ANVC & Co (Chartered Accountants FRN No. 028429N) is appointed as InternalAuditor of the company.

The Internal Audit monitors and evaluates the efficiency and adequacy of internalcontrol systems in the company. It's compliances with operating systems accountingprocedure 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 norequirement 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. Duringthe year seven (7) Board Meetings held. The intervening gap between the Meetings waswithin the period prescribed under the Companies Act 2013.

During the year from 1st April 2018 to 31st March 2019 the board of directors metSeven (7) times 28.05.2018 20.06.2018 14.08.2018 01.09.2018 13.11.2018 12.02.2019 and07.03.2019.

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 standardshave been followed.

b) That the Directors have selected such accounting policies and applied themconsistently and made judgments and estimates that are reasonable and prudent so as togive a true and fair view of the state of affairs of the company at the end of thefinancial 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 ofadequate accounting records in accordance with the provisions of this Act for safeguardingthe 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 theCompany and that such internal financial controls are adequate and operating effectively.

f) That the directors had devised proper systems to ensure compliance with theprovisions of all applicable laws and that such systems were adequate and operatingeffectively.

DECLARATION BY INDEPENDENT DIRECTOR

The Company Board has two (2) Independent Directors i.e. Mr. Ankit Kumar Agarwal andMr. Nikhil Bansal. The company has received necessary declaration from both Directorsunder section 149 of the Companies Act 2013 that they meet the criteria of Independencelaid down in section 149 of the Companies Act 2013 and SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015.

POLICY ON DIRECTOR'S APPOINTMENT AND REMUNERATION

The current policy is to have an appropriate mix of executive non-executive andindependent Director to maintain the independence of the Board and separate its functionsof governance and management. As of March 31 2019 the Board had five (5) Directors.

The Policy of the company on directors' appointment and remuneration including thecriteria for determining qualifications positive attributes independence of a directorand other matters as required under sub-section (3) of section 178 of Companies Act 2013is in place and maintained by company as per law.

EXPLANATIONS BY BOARD ON QUALIFICATIONS BY STATUTORY AUDITOR SECRETARIAL AUDITOR

There are no qualifications in Secretarial Auditor's and Statutory Auditor's in theirreports that company board has to provide explanation.

PARTICULARS OF LOANS GUARANTEES OR INVESTMENT

The Company has not given any loan or guarantees covered under the provisions ofsection 186 of the Companies Act 2013.

RELATED PARTY TRANSACTIONS

There are no materially significant related party transactions made by the Company withthe Promoters Key Management Personnel or other designated persons which may havepotential conflict with interest of the Company at large. The AOC-2 as per the CompaniesAct 2013 has been attached herewith under "Annexure A".

RESERVES

The Company has loss of ` (425196)/- for the financial year ended on 31st March 2019.Therefore no amount transferred to reserve in the year 2018-19.

DIVIDENDS

The management believes that the profits earned during the financial year must beretained and redeployed for the operations of the Company. As the Company needs furtherfunds to enhance its business operations upgrade the efficiency and to meet out thedeficiencies in working capital the Directors do not recommend any dividend on EquityShares for the financial year 2018-19.

MATERIAL CHANGES AND COMMITMENTS

There is no material change took place between the end of the financial year of thecompany to which the financial statements relate and the date of the report in the companywhich 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 Act2013 read with the Companies (Accounts) Rules 2014 relating to Conservation of EnergyTechnology absorption and Foreign Exchange earnings and outgo is annexed in "Annexure B" herewith and forming part of this report.

RISK MANAGEMENT POLICY

A statement indicating development and implementation of a risk management policy forthe company including identification therein of elements of risk if any this in theopinion 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 withstability and to promote a pro-active approach in reporting evaluating and resolvingrisks associated with the business. In order to achieve the key objective the policyestablishes a structured and disciplined approach to Risk Management in order to guidedecisions on risk related issues.

In today's challenging and competitive environment strategies for mitigating inherentrisks in accomplishing the growth plans of the Company are imperative. The common risksinter alia are: Regulations competition Business risk Technology obsolescenceInvestments retention of talent and expansion of facilities.

Business risk inter-alia further includes financial risk political risk fidelityrisk legal risk. As a matter of policy these risks are assessed and steps as appropriateare taken to mitigate the same.

CORPORATE SOCIAL RESPONSIBILITY INITIATIVES

The Company needs not to comply with the provisions of Section 135 of Companies act2013 as the company does not fall in eligibility ambit of Corporate Social Responsibilityinitiatives.

SHARE CAPITAL

The paid up Equity Share Capital as on 31st March 2019 was ` 49980000.00 @ Rs.1.00/- per equity share. The Company not issued shares with differential voting rights norgranted stock options nor sweat equity.

BOARD EVALUATION

Pursuant to the provisions of the Companies Act 2013 and SEBI (Listing Obligationsand Disclosure Requirements) Regulations 2015 the Board has carried out an annualevaluation of its own performance its Committees as well as the Directors individually.

The outcome of the Board evaluation was discussed by the Nomination & RemunerationCommittee and at the Board Meeting held on February 12 2019 and improvement areas werediscussed.

INDUSTRIAL RELATIONS

During the year under review your Company enjoyed cordial relationship with workersand employees at all level.

NBFC REGISTRATION

The company has been registered with Reserve Bank of India as Non Banking FinanceCompany vide Registration No. B-14.02146 Dated 21st November 2000. Your Company iscategorized as a Non-deposit taking Non-Banking Financial Company. The Company has notaccepted any deposit from the public during the year pursuant to the provisions of Section73 of Companies Act 2013.

COMPLIANCE WITH RBI GUIDELINES

Your Company has complied with all the regulations of Reserve Bank of India as on 31stMarch 2019; applicable to it as Non-Deposit taking Non-Banking Finance Company.

SECURITIES AND EXCHANGE BOARD OF INDIA (LISTING OBLIGATIONS AND DISCLOSUREREQUIREMENTS) REGULATIONS 2015

As per the SEBI Circular No. SEBI/LAD-NRO/GN/2015-16/013 dated 2nd September2015 of Securities and Exchange Board of India (Listing Obligations And DisclosureRequirements) Regulations 2015 the Paid up equity capital as on the last day of previousfinancial year i.e. on 31st March 2018 was ` 49980000 and Net Worth was `55805268.00/-

Therefore in terms of the said circular the compliance with the corporate governanceprovisions as specified in Regulations 17 18 19 20 2122 23 24 25 26 27 andclauses (b) to (i) of sub-regulation (2) of regulation 46 and Para C D and E of ScheduleV are not applicable to our Company during the year 2018-19.

CODE OF CONDUCT

The Board of Directors has approved a Code of Conduct which is applicable to theMembers of the Board and all employees in the course of day to day business operations ofthe Company. The Code of Conduct for the members of the Board and Senior ManagementPersonnel is placed on companies' website www.abhinavleasefinltd.in

AUDIT COMMITTEE

The Audit Committee of the Company duly constituted by the following members:-

i) Mr. Ankit Kumar Agarwal

ii) Mr. Rabinder Gupta*

iii) Mr. Himanshu Agarwal

iv) Mr. Atul Kumar Agarwal*

* Mr. Rabinder Gupta resigned w.e.f. 20th June 2018 and Mr. Atul Kumar Agarwal w.e.f.20th June 2018 appointed as Member of the Committee.

Meetings of the Committee:

The Committee met 5 (Five) times on 28.05.2018 20.06.2018 14.08.2018 13.11.2018 and12.02.2019 during the financial year 2018-19.

The Minutes of the Meetings of the Audit Committee are discussed and taken note by theboard of directors.

The Statutory Auditor Internal Auditor and Executive Directors/ Chief FinancialOfficer are invited to the meeting as and when required.

The Composition of the Audit Committee and Their Attendance at the Meeting:

No. of Meetings

Name Of Members Category / Designation Held Attended Attendance Percentage (%)
Ankit Kumar Agarwal Chairperson 5 5 100
Rabinder Gupta* Member 1 1 100
Himanshu Agarwal Member 5 5 100
Atul Kumar Agarwal* Member 4 4 100

No sitting fees have been paid to any director during the year. The remuneration paidto all Key managerial Personnel was in accordance with remuneration policy adopted by thecompany.

NOMINATION AND REMUNERATION COMMITTEE

The Nomination and Remuneration Committee of the Company duly constituted by thefollowing members:- i) Mr. Ankit Kumar Agarwal ii) Mr. Rabinder Gupta* iii) Mr. HimanshuAgarwal iv) Mr. Vinod Kumar* v) Nikhil Bansal**

* Mr. Rabinder Gupta resigned w.e.f. 20th June 2018 and Mr. Vinod Kumar w.e.f. 14thAugust 2018 appointed as Member of the Committee.

** Mr. Vinod Gupta resigned w.e.f. 7th March 2019 and Mr. Nikhil Bansal w.e.f. 7thMarch 2019 appointed as Member of the Committee.

The Committee met 5 (Five) times on 28.05.2018 14.08.2018 13.11.2018 12.02.2019 and07.03.2019 during the financial year 2018-19.

The Composition of the Nomination and Remuneration Committee and Their Attendance atthe Meeting:

No. of Meetings

Name Of Members Category / Designation Held Attended Attendance Percentage (%)
Ankit Kumar Agarwal Chairperson 5 5 100
Rabinder Gupta* Member 1 1 100
Himanshu Agarwal Member 5 5 100
Vinod Kumar* Member 3 3 100
Nikhil Bansal** Member 1 1 100

No sitting fees have been paid to any director during the year. The remuneration paidto all Key managerial Personnel was in accordance with remuneration policy adopted by thecompany.

STAKEHOLDERS RELATIONSHIP COMMITTEE

The Stakeholders Relationship Committee of the Company duly constituted by thefollowing members:- i) Mr. Ankit Kumar Agarwal ii) Mr. Rabinder Gupta* iii) Mr. HimanshuAgarwal iv) Mr. Vinod Kumar* v) Nikhil Bansal**

* Mr. Rabinder Gupta resigned w.e.f. 20th June 2018 and Mr. Vinod Kumar w.e.f. 14thAugust 2018 appointed as Member of the Committee.

** Mr. Vinod Gupta resigned w.e.f. 7th March 2019 and Mr. Nikhil Bansal w.e.f. 7thMarch 2019 appointed as Member of the Committee.

The Committee met 5 (Five) times on 28.05.2018 14.08.2018 13.11.2018 12.02.2019 and07.03.2019 during the financial year 2018-19.

The Composition of the Stakeholder Relationship Committee and their Attendance at theMeeting:

No. of Meetings

Name Of Members Category / Designation Held Attended Attendance Percentage (%)
Ankit Kumar Agarwal Chairperson 5 5 100
Rabinder Gupta* Member 1 1 100
Himanshu Agarwal Member 5 5 100
Vinod Kumar* Member 3 3 100
Nikhil Bansal** Member 1 1 100

No sitting fees have been paid to any director during the year. The remuneration paidto all Key managerial Personnel was in accordance with remuneration policy adopted by thecompany.

INDEPENDENT DIRECTOR MEETING

During F.Y. 2019 one (1) meeting of the Independent Directors was held on 7th March2019. The Independent Directors inter-alia reviewed the performance of Non-IndependentDirectors Board as a whole and Chairman of the Company taking into account the views ofexecutive directors and non-executive directors.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

In order to ensure that the activities of the Company and its employees are conductedin a fair and transparent manner by adoption of highest standards of professionalismhonesty integrity and ethical behavior the company has adopted a vigil mechanism policy.

PREVENTION OF INSIDER TRADING

The Company has adopted a Code of Conduct for Prevention of Insider Trading with a viewto regulate in securities by the Directors and designated employees of the Company. TheCode requires pre-clearance for dealing in the Company's shares and prohibits the purchaseor sale of Company shares by the Directors and the designated employees while inpossession of unpublished price sensitive information in relation to the Company andduring the period when the Trading Window is closed. The Board is responsible forimplementation of the Code.

All Board Directors and the designated employees have confirmed compliance with thecode.

EXTRACT OF ANNUAL RETURN AS ON THE FINANCIAL YEAR ENDED ON 31ST MARCH 2019

As required pursuant to section 92(3) of the Companies Act 2013 and rule 12(1) of theCompanies (Management and Administration) Rules 2014 an extract of annual return in MGT9 as a part of this Annual Report as "Annexure C". Web address of Annualreturn: http://abhinavleasefinltd.in/

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 hasappointed M/S RICHA DHAMIJA AND COMPANY PRACTICING COMPANY SECRETARY to undertakethe Secretarial Audit of the Company.

The Secretarial Audit Report is annexed herewith as "Annexure D" inthe Form MR-3.

AUDITORS REPORTS

M/S MOON AND COMPANY CHARTERED ACCOUNTANT (FRN 0024693N) who have been theStatutory Auditor of the Company for the F.Y. 2016-2021 for the term of Five (5) Yearscontinues to be Statutory Auditor of the Company for the F. Y. 2018-19 also.

As per the MCA Notification Dated 7th May 2018 read with The Companies (Amendment)Act 2017 also read with section 139 of Companies Act 2013 there is no need to ratifythe term of auditor in every ensuing Annual General Meeting till the continuation of histerm. Hence no resolution has been inserted for ratification of Statutory Auditor. TheIndependent Auditor Report is annexed herewith.

PARTICULARS OF EMPLOYEES

Information as per Section 134 of the Companies Act 2013 read with Companies(Particulars of Employees) Rules 1975 are given in the statement which from a part ofthis report. However as per the provisions of section 136 of the Companies Act 2013 thereport and accounts are being sent to all shareholders of the Company excluding theaforesaid information. Any shareholder interested in obtaining a copy of the particularsmay write to the Company's Registered Office.

LISTING WITH STOCK EXCHANGES

The Company confirms that it has paid the Annual Listing Fees for the year 2019-20 toBSE where the Company's Shares are listed.

DISCLOSURES IN RELATION TO THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTIONPROHIBITION AND REDRESSAL) ACT 2013

The company has complied with the provision relating to the constitution of InternalComplaints Committee under the Sexual Harassment of Women at the Workplace (PreventionProhibition and Redressal) Act 2013 and also SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 as follows: a. number of complaints filed during thefinancial year : Nil b. number of complaints disposed of during the financial year : Nilc. 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 bythe employees of the Company. They are grateful to shareholders bankers depositorscustomers and vendors of the company for their continued valued support. The Directorslook forward to a bright future with confidence.

CAUTIONARY STATEMENT

The statements contained in the Board's Report contain certain statements relating tothe future and therefore are forward looking within the meaning of applicable securitieslaws and regulations various factors such as economic conditions changes in governmentregulations tax regime other statues market forces and other associated and incidentalfactors may however lead to variation in actual results.

For and on behalf of the Board
Abhinav Leasing and Finance Limited
Place: Delhi Mamta Agarwal Ankit Kumar Agarwal
Dated: 31.08.2019 (DIN: 02425119) (DIN: 07962230)
(Managing Director) (Director)


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