apoorva leasing finance & investment company...

1

2015 -

2016

33RD Annual report

APOORVA LEASING FINANCE &

INVESTMENT COMPANY LIMITED

APOORVA LEASING FINANCE AND INVESTMENT COMPANY LIMITED [2015-16]

Table of Contents

Sl. No Particulars

1 Notice of AGM

2 Di e to s Report

3 Annual Return Extracts in MGT 9

4 Statement of Subsidiary & Associate Companies

5 AOC 2 – Related Party Transactions

6 MR-3 Secretarial Audit Report

7 Corporate Governance Report

8 Details of Remuneration paid to employees

9 Management Discussion & Analysis Report

10 Ma agi g Di e to s Ce tifi ate o Code of Co du t

11 Declaration of Managing Director under Listing Regulations, 2015

12 CEO Certificate under regulation 17 of listing Regulations, 2015

13 Statutory Audito s Ce tifi ate u de egulatio of listi g ‘egulatio ,

14 Statutory Audit Report

15 Financials for the financial year ending 31st

March 2016

16 Attendance Slip & Proxy Form


CORPORATE INFORMATION

CIN L74899DL1983PLC016713

Board of Directors Mr. Atul Singh Tyagi

Mrs. Anupama Singh Tyagi

Mr. Pradeep Kumar Sharma

Mrs. Roopa Devi Murolia

Statutory Auditors Vinod Vishal & Co.

Company Secretary CS Miss Aditi

Registrar & Transfer Agent BigShare Services Private Limited

Bankers Corporation Bank, Noida

Registered Office 13/331, Third Floor, Geeta Colony, Delhi-110031

Corporate Office C-1/9, Sector-31, Noida, U.P-201301

E-mail [email protected]

Website www.apoorvaleasingfinance.com

Contact No. 0120-2457959, 0120-4372849

http://www.apoorvaleasing/


NOTICE TO THE MEMBERS

NOTICE is hereby given that 33rd

Annual General Meeting of the Members of Apoorva Leasing Finance And

Investment CompanyLimited will be held on Friday the 30th

day of September 2016 at 04:00 PM at The Pluto s , A u a Asaf Ali Marg, Vasant Kunj, New Delhi-110067 to transact the following businesses:

ORDINARY BUSINESS

1. To receive, consider and adopt (a) the Standalone Audited Balance Sheet as at 31st

March 2016, the

Profit and Loss Account for the year ended on that date and the Reports of the Directors and Auditors

thereon (b) the audited consolidated financial statements of the company for the financial year ended

31st

March 2016.

2. To appoint Statutory Auditors of the Company and authorize the Board to fix their Remuneration and

in this regard to consider and if thought fit, to pass with or without modification(s), the following

resolution as an Ordinary Resolution:

Resolved that pursuant to the provisions of section 139 to 142 and other applicable provisions, if any,

of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014 as may be

applicable and recommendation of the Audit Committee of the Company, M/s Daleep Bhatia & Co,

Chartered Accountants (FRN: 000918N)be and are hereby appointed as statutory auditors of the

company, in place of Mr. Vinod Vishal Chartered Accountant (FRN No. 09112N), to hold office from the

conclusion of this Annual General meeting until the conclusion of 38th

Annual General Meeting (AGM)

of the company subject to ratification at every Annual General Meeting on such remuneration as may

e fi ed i this ehalf the Boa d of Di e to s of the o pa . -

SPECIAL BUSINESSES:

3. To Appoint Mrs. Anupama Singh Tyagi as Director of the Company and in this regard to consider and if

thought fit, to pass with or without modifications the following resolution as an Ordinary Resolution:

Resolved that pursuant to section 152 and other applicable provisions, if any of the companies Act, 2013

(the Act) read with the Companies (Appointment and Qualification of Directors)Rules, 2014, including any

statutory modification(s) or any amendment or any substitution or any re enactment thereof for the time

being in force, Mrs. Anupama Singh Tyagi, (01064611) who was appointed as Additional Director by the

board with effect from 13th

February, 2016 is eligible for appointment as non-executive director pursuant

to the Companies Act, 2013 and in respect of whom the company has received a notice u/s 160 of the Act

from the member proposing her candidature for the office of Non-executive Director of the Company who

is lia le to eti e otatio at the A ual Ge e al Meeti g.

4. To Approve the Related Party Transaction for the Financial Year 2016-17 and in this regard to consider

and if thought fit, to pass with or without modifications the following resolution as an Special

Resolution:

"Resolved that pursuant to provisions of Section 188 and other applicable provisions, if any, of the

Companies Act, 2013 read with applicable Rules under Companies (Meetings of Board and its Powers)

Rules, 2014 and in terms of Regulation-23 of the Securities Exchange Board of India (Listing Obligations

and Disclosure Requirements) Regulations, 2015 executed with the Stock Exchanges (including any

amendment, modification or re-enactment thereof), consent of the members of the Company be and is

hereby accorded to the proposed transaction between Company and other related parties as mentioned

below on the terms and conditions as may be decided by the Board of Directors and Audit Committee

keeping in mind the best interest of the company and agreed by the related party (s).


Name of related

Party

Relationship Maximum value of

transaction (Rs. In

crores)

Nature of

Transaction

Mrs. Anupama Singh

Tyagi

Director 2 Purchase of property

‘esol ed Fu the that M . Atul “i gh T agi , Managing Director of the Company be and are hereby

authorized to sign any document or agreement for above proposed transaction on behalf of the Company

and take necessary steps and to do all acts, deeds and things as may be necessary and incidental to give

effect to this resolution."

For and on behalf of

Apoorva Leasing Finance &Investment Company Limited

Sd/-

Atul Singh Tyagi Date:03.09.2016

Managing Director Place: Noida

DIN:01335008

NOTES

1. A member entitled to attend and vote at the annual general meeting is entitled to appoint a proxy to

attend and vote on a poll instead of himself/herself.

2. The instrument appointing the proxy should, however, be deposited at the registered office of the

Company not less than forty-eight hours before the commencement of the Meeting.

A person can act as a proxy on behalf of members not exceeding FIFTY and holding in the aggregate

not more than ten percent of the total share capital of the Company carrying voting rights. A

member holding more than ten percent of the total share capital of the Company carrying voting

rights may appoint a single person as proxy and such person shall not act as a proxy for any other

person or shareholder.

3. Corporate members intending to send their authorized representatives to attend the Meeting are

requested to send to the Company a certified copy of the Board Resolution authorizing their

representative to attend and vote on their behalf at the Meeting.

4. Explanatory Statement pursuant to section 102 (1) of the Companies Act, 2013, in respect of Special

Business at the meeting, is annexed hereto and forms part of this notice.

5. Additional Information pursuant to Regulation 36(3) of the Securities and Exchange Board of India

(Listing Obligations and Disclosure Requirements), Regulations, 2015 in respect of Director Seeking

appointment as mentioned under item No. 3 of this notice is appended. Further the company has

received relevant disclosures/consent from the Director seeking appointment.

6. For the convenience of the shareholders, Attendance slip-cum- Entry pass & Proxy Form is annexed

to this Report. Shareholders/ Proxy holders/ representatives are requested to affix their signatures at

the space provided therein and surrender the Attendance slip- cum-Entry pass at the venue.

7. In case of joint holders attending the Meeting, only such joint holder who is higher in the order of


names will be entitled to vote.

8. Relevant documents referred to in the accompanying Notice and the Statement are open for

inspection by the members at the Registered office of the Company on all working days, except

Saturdays, during business hours up to the date of the Meeting.

9. BOOK CLOSURE

(a) The Company has notified closure of Register of Members and Share Transfer Books from

Friday, September 23rd

, 2016 to Friday, September 30th

, 2016 (both days inclusive) for Annual

General Meeting.

10. Members holding shares in electronic form are requested to intimate immediately any change in

their address or bank mandates to their Depository Participants with whom they are maintaining

their demat accounts. Members holding shares in physical form are requested to advise any change

in their address or bank mandates immediately to the Company.

11. The Securities and Exchange Board of India (SEBI) has mandated the submission of Permanent

Account Number (PAN) by every participant in securities market. Members holding shares in

electronic form are, therefore, requested to submit their PAN to their Depository Participants with

whom they are maintaining their demat accounts. Members holding shares in physical form can

submit their PAN to the Company.

12. Members holding shares in single name and physical form are advised to make nomination in respect

of their shareholding in the Company. The nomination form can e do loaded f o the Co pa s website i.ewww.apoorvaleasingfinance.com u de the se tio I esto ‘elatio s .

13. Members who hold shares in physical form in multiple folios in identical names or joint holding in the

same order of names are requested to send the share certificates to Bigshare Services Private

Limited, for consolidation into a single folio.

14. Non-Resident Indian Members are requested to inform Bigshare Services Private Limited,

immediately of:

(a) Change in their residential status on return to India for permanent settlement.

(b) Particulars of their bank account maintained in India with complete name, branch, account

type, account number and address of the bank with pin-code number, if not furnished

earlier.

15. Members who have not registered their e-mail addresses so far are requested to register their e-mail

address for receiving all communication including Annual Report, Notices, Circulars, etc. from the

Company electronically.

16. Members are requested to bring their Client ID and DP ID or Folio Numbers, as may be applicable, for

easy identification of attendance at the meeting.

17. Members desirous of getting any information about the accounts and operations of the Company are

requested to submit their queries addressed to the Compliance Officer at least 7 days in advance of

the meeting so that the information called for can be made available at the meeting.

18. Voting rights shall be reckoned on the paid-up value of the shares registered in the name(s) of the

Shareholders(s) on the cut-off date, i.e. 23rd

September 2016.


19. As required by Rule 20(3)(V) and Rule 22(3) of the Companies (Management & Administration) Rules

2014, details of dispatch of AGM Notice to the Shareholders will be published in at least one English

language and one vernacular language newspaper circulating in Delhi.

20. A route map along with prominent landmark for easy reach to the venue of Annual General Meeting

is annexed with this notice.

21. Members may note that the notice of the annual General Meeting and the Annual Report for the

Financial Year 2015- ill also e a aila le o the o pa s e site www.apoorvaleasingfinance.com and on the website of the Registrar www.bigshareonline.com for

do load. The ph si al opies of the afo esaid do u e ts ill also e a aila le at the Co pa s Corporate office address at Noida for inspection during the norm al business hours on all working

day Even after registering for e-communication, members are entitled to receive such

communication in physical form, upon making a request for the same, by any permissible mode free

of cost. For any communication, the shareholders may also send requests to the o pa s i esto email id: [email protected].

22. The register of director and Key Managerial Personnel and their Shareholding, maintained under

section 170 of the Companies Act, 2013 and the register of Contracts or Arrangements in which

directors are interested under section 189 will be made available for inspection by members of the

company at the meeting.

Annexure to the Notice

The Explanatory Statement as required under Section 102 of the Companies Act, 2013

Item No. 3

Appointment of Mrs. Anupama Singh Tyagi as Director of the Company

Mrs. Anupama Singh Tyagi DIN: 01064611 was appointed as Additional Director of the company by the Board

of Director in accordance with the provisions of the section 161 of the companies Act, 2013, the above

director holds office upto the date of the ensuing Annual General Meeting. In this regard the company has

received request in writing from a member proposing her candidature for appointment as a Non- executive

director of the company in accordance with provisions of the Companies Act, 2013.

Further the Board of Directors in their meeting held on 03rd

September 2016, subject to approval of

members, appointed Mrs. Anupama Singh Tyagi as Director of the Company as recommendation made by

Nomination and Remuneration Committee of the Board and approved by the Board.

The Board feels that presence of Mrs. Anupama Singh Tyagi on the Board would be beneficial to the

company and hence recommended passing the resolution as Ordinary resolution.

Details of Directors seeking re-appointment at the forthcoming Annual General Meeting

Name of the Director Mrs. Anupama Singh Tyagi

Brief Resume of the Director Mrs. Anupama Singh Tyagi is an IIT

Graduate and has worked with

reputed organization including

Consulting Engineers India Ltd., M/s

Kothari & Associates, M/s Surya

Pharma Ltd. She looks after the

http://www.apoorvaleasingfinance.com/

http://www.bigshareonline.com/


overseas business of the company

and also takes care of back office

operations. She has got 26 years of

rich experience to help company

grow.

Nature of her expertise Management & Business

development

Disclosure of relationship between directors inter-se Relative of Mr. Atul Singh Tyagi

Names of the listing Companies in which the person also holds the

directorship and the membership of Committees of the Board

Nil

Shareholding in the Company Nil

Mrs. Anupama Singh Tyagi is related to Mr. Atul Singh Tyagi, Managing Director of the Company.

Item No. 4

Approval of Proposed Related Party Transactions for the Financial year 2016-17.

Section 188 of the companies Act, 2013 read with rule 15 of Companies (Meeting of board and its powers)

Second Amendment Rules, 2014 prescribes certain procedure for the approval of related party transactions

The regulation 23 of SEBI(Listing Obligation and Disclosure Requirement) Regulations, 2015 also prescribes

approval of Members of the company for material related party transactions. As per Rule 15 of Companies

(Meeting of board and its powers rules) approval of Members is required only if the transaction crosses the

prescribed threshold limit. Pursuant to Regulation 23 of SEBI(LODR) Regulation, 2015 the following

transaction are material in nature and requires the approval of members of the company by way of Special

resolution.

The disclosures required being provided under the provisions of the Companies Act, 2013 and the Companies

(Meeting of Board and its Powers) Rules, 2014 are given herein below for perusal of the members:

1. Name of the related party and nature of relationship: As per the below table

2. Name of the director or key managerial personnel who is related, if any: As per below table

Name of the Related Party Name of the director or KMP who is related Nature of Relationship

Anupama Singh Tyagi Anupama Singh Tyagi & Atul Singh Tyagi Director


MAP FOR AGM POINT


DIRECTORS REPORT

To,

The Members,

APOORVA LEASING FINANCE AND INVESTMENT COMPANY LIMITED

Your Directors have pleasure in presenting their33RD

Annual Report on the business and operations of

the Company and the accounts for the Financial Year ended March 31, 2016.

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

(IN INR)

2. Operational Performance

During the financial year 2015-16, the company has recorded revenue of Rs 3,34,38,703and has

earned net profit of Rs 32,87,154as compared to profit of Rs.8,36,406 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 kept the profits for investment in future projects it regret not to recommend any

dividend. But the directors are hopeful better results in enduing future.

Revenue PBT PAT

2015-16

2014-15

Particulars 2015-16 2014-15

Revenue 3,34,38,703 2,06,10,762

Profit/(Loss) Before Interest and Depreciation 44,55,458 11,05,053

Depreciation and Amortization Expenses - 20,198

Profit/Loss before tax 44,55,458 10,84,855

Current Tax 11,68,304 2,40,686

Deferred tax - 7,763

Profit /Loss after Tax 32,87,154 8,36,406


5. RESERVES

The Company has Rs. 98,23,38,907/- in the reserves & surplus. Your Board is not transferring any

amount to reserve out the current year surplus.

6. SHARE CAPITAL

The share capital of the company remains unchanged during the year and company also not issued

any equity shares with differential rights and sweat equity shares.

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

THE YEAR

In Compliance to section 203 and 134 of the Companies Act, 2013 the following Directors and Key

Managerial Personnel has been appointed and resigned during the year are as follows: -

S. No Name of the

Person

Designation Appointment/Resignati

on

Date of

Appt./Resign

1 Atul Singh Tyagi Managing

Director and CFO

Appointment 13/02/2016

2 Anupama Singh

Tyagi

Additional

Director


3 Furkan Additional

Director


4 Bharat Bhushan Director Resignation 17/03/2016

5 KashniMahajan Company

Secretary

Resignation 13/02/2016

6 Abhishek Additional

Director


8. PARTICULARS OF EMPLOYEES

Pursuant to the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014,

statement of particulars of top ten employees is enclosed herewith and marked as Annexure-

V.Further there is no employees who withdraw a salary exceeding the limits as prescribed in the

aforesaid rules.

9. MEETINGS

In the Compliance of Provisions of clause (b) of sub-section (3) of Section 134 of Companies Act,

2013, there were10(Ten) 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.

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 Board has, on the recommendation of the Nomination & Remuneration Committee framed a

policy for selection and appointment of Directors, Senior Management and their remuneration. The

Remuneration Policy is stated in the Corporate Governance Report.

There is no employee in the company drawing remuneration in excess as prescribed under Rule 5 of

Companies (Appointment & Remuneration) Rules, 2014. However, the list of Top 10 employees is

attached with the report and marked as Annexure-V.

Managerial Remuneration: -

1. Ratio of remuneration of each director to

median remuneration of employees

-

Bharat Bhushan

Deepali

Atul Singh Tyagi

1.4

1.2

3.6

2. Percentage increase in remuneration of each

director and KMPs

Nil

3. Percentage increase in the median

remuneration of employees

1549 %

4. Number of permanent employees 26*

5. Average percentile increase in salary of

employees, other than managerial personnel,

comparison with percentile increase in

managerial remuneration and justification

564%

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

*Out of 26 employees 8 (Eight) employees is being resigned during the year.

13. DETAILS OF SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANIES

Name of the Companies, which become or ceased as Subsidiaries/Joint Ventures/Associates

Companies during the year:

S.

No.

Name of the

Company

CIN/Registration Number Subsidiary/Joint

Venture/Associates

Company

Date on which

become

subsidiary/Joint

Venture/Associates

Company

1. AvancerInfrasolution

Pvt. Ltd.

U45400DL2011PTC222367 Associate 13th

January, 2016

2 Bel Di Jewels Pvt.

Ltd.

U36911DL1997PTC087657 Associate 23rd

January, 2016

3 Antriksh Stocks

&Shares Broker Pvt.


March, 2016


Ltd.

4 SpaceHeight

Constructions Pvt.

Ltd.


March,2016

5 De beers Jewels Pvt.

Ltd.


March, 2016

6. Summer Infotech

Pvt. Ltd.

U72200DL2005PTC142601 Subsidiary 31st

March, 2016

7 Yukati E Services

Limited

U72200DL2006PLC147096 Subsidiary 31st

March, 2016

8 Cloud Business

Advisory Ltd.

U74999DL2016PLC292627 Subsidiary 15th

March, 2016

Pursuant to sub-section (3) of Section 129 of the Act and rules made thereunder, the statement

o tai i g the salie t featu e of the fi a ial state e t of a Co pa s su sidia o su sidia ies, associate company or companies and joint venture or ventures is given as Annexure-II.

During the year, the Company generated revenue of 3.34 Crore at group level. As the Associate and

Subsidiaries Company came into the group at the end of financial year therefore does not contribute

in the overall performance of the Company.

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 interested in obtaining 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.

14. AUDITORS:

The Auditors, M/s. Vinod Vishal &Company has shown their unwillingness to be re-appointed as

Statutory auditor of the company.

The directors of the company has proposed the name of M/sDaleep Bhatia & Co, Chartered

Accountants, to be appointed as statutory auditors of the company to hold office from the

conclusion of this Annual General Meeting till the conclusion of 38th Annual General Meeting of the

company.

The company has received a consent letter from the proposed statutory auditors to the effect that

their appointment if made would bewithin the prescribed limits u/s 141(3)(g) of the Companies Act,

2013 and that they are not disqualified for re-appointment

15. AUDITO‘“ ‘EPO‘T

The Audito s ‘epo t does ot o tai a ualifi atio . Notes to A ou ts a d Audito s e a ks i their report are self-explanatory and do not call for any further comments.

16. DISCLOSURE ABOUT COST AUDIT

As per the Cost Audit Orders, Cost Audit is not applicable to the Company's for the FY 2015-16.

17. SECRETARIAL AUDIT REPORT


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

Associates, Practicing Company Secretary has been appointed Secretarial Auditors of the Company.

The report of the Secretarial Auditors is enclosed as Annexure III to this report.

The point-wise comment is enumerated as follows: -

Delay in form filling

Due to oversight, the company failed to file some of the forms in prescribed time frame of

Companies Act, 2013 and applicable additional fees has already been paid to Ministry of Corporate

Affairs.

18. INTERNAL AUDIT & CONTROLS

In terms of Section 138 of the Companies Act, 2013 and Rule 13 of Company (Accounts) Rules,

2013,the Company has appoint M/s Ankur K Gupta & Co. , Chartered Accountants as Internal

Auditor. 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 andcorrective steps taken as per the directions of Audit Committee on an

ongoing basis to improve efficiency in operations.

19. 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 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.

20. RISK MANAGEMENT POLICY

Apoorva Leasing Finance and Investment Company Limited has in place comprehensive risk

management and minimization procedures, which are reviewed by the top management.

21. EXTRACT OF ANNUAL RETURN:

As required pursuant to section 92(3) of the CompaniesAct,2013 and rule 12(1) of the Companies

(Management and Administration) Rules, 2014, an extract of annual return in MGT 9 as a part of this

Annual Report asANNEXURE I.

22. 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.

23. COMPLIANCES OF REGULATION 34 OF SEBI (LODR) REGULATIONS, 2015

The said regulation is not applicable on the company as there are no unclaimed shares in the

company.


24. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR

T‘IBUNAL“ IMPACTING THE GOING CONCE‘N “TATU“ AND COMPANY “ OPE‘ATION“ IN FUTU‘E.

The Company has not received any significant or material orders passed by the regulators or courts

or tribunalswhich impactingthe goi g o e status a d o pa s ope atio s i futu e.

25. 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

o du t of its usi ess, i ludi g adhe e e to Co pa s poli ies, the safegua d of its assets, 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

safeguard, and protected and that the transactions are authorized, recorded and reported correctly.

The Co pa s I te al Fi a ial Co t ol “ ste also o p ises due Co plia es ith Co pa s policies and Standard Operating Procedures (SOPs) and audit and Compliance by Internal Audit

Team, M/s Ankur K Gupta & CO. , Chartered Accountants, Delhi.

26. DEPOSITS

The company has neither accepted nor renewed any deposits falling under chapter V of Companies

Act, 2013.

27. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186

a) Details of Investment

Sl.

No

Date of

investment

Details of Investee Amount Date of BR Date of SR

1 07/09/2015 Franklin India-

Short term Mutual

Fund

50,000/- 24th

August, 2015 NA

2 19/10/2015 L&T India- Short

term Mutual Fund

25,00,000/- 24th

August, 2015 NA

3 10/03/2016 Unquoted shares

of Aarambh

Finance Pvt. Ltd.

5,00,000/- 24th

August, 2015 NA

4 10/03/2016 Unquoted Shares

of Antriksh stocks

& Shares Brokers

Pvt. Ltd.

2,00,000/- 24th

August, 2015 NA

5 13/01/2016 AvancerInfrasoluti

on Pvt. Ltd.

80,00,000/- 24th

August, 2015 NA

6 23/01/2016 Beldi Jewels Pvt.

Ltd.

25,00,00,000/- 04th

November,

2015

NA

7 30/03/2016 Cloud Business

Advisory Ltd.

1,00,000/- 13th

February,

2016

NA

8 10/03/2016 Debeers jewels

Pvt. Ltd.

5,00,000/- 24th

August, 2015 NA


9 10/03/2016 Space Height

Constructions pvt.

Ltd.

8,00,000/- 24th

August, 2015 NA

10 23/03/2016 Summer Infotech

Private Limited

23,00,000/- 24th

August, 2015 NA

11 10/03/2016 Yukati E Services

Limited

30,00,000/- 24th

August, 2015 NA

28. 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-III 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 2015 -16 were in ordinary course of business also on Arm length basis.

29. CORPORATE GOVERNANCE CERTIFICATE

The Compliance certificate from the auditors regarding compliance of conditions of corporate

governance as stipulated in regulation 34(3) of the SEBI (LODR) Regulations, 2015 is annexed with

the report.

30. MANAGEMENT DISCUSSIONS AND ANALYSIS

The Management Discussion and Analysis forms part of this Annual Report for the year ended

31st

March 2016 is annexed for the reference of the stakeholders.

31. 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 2015-16 the company has not received any Sexual Harassment complaint.

32. 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, which does not required to take steps for conservation of

energy, utilize alternate sources of energy and to make capital Investment on energy conservation

e uip e t s. Further company also does not required to make efforts towards technology

absorption and neither imports any technology nor makes any expenditure on research and

development.

Further Company has not earned and make any expenditure in foreign currency during the financial

year 2015-16, therefore foreign exchange In-Flow and Out-Flow was Rs. Nil during the year.

33. CORPORATE SOCIAL RESPONSIBILITY (CSR)


As per the provisions of section 135 of the Companies Act, 2013 i.e. Corporate “o ial ‘espo si ility Company does not required to constitute CSR Committee during the financial year

2015-16.

34. HUMAN RESOURCES

Your Company does not have large hu a esou es as the primary business is investing activity.

However, your Company continuously invests in attraction, retention and development of talent on

an ongoing basis.

35. DI‘ECTO‘“ ‘E“PON“IBILITY “TATEMENT

Pursuant to Section 134(3)I 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 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.

36. 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.

37. LISTING WITH STOCK EXCHANGES:

During the year the company has listed its Equity Shares with the Bombay Stock Exchange. The

Company is also listed with the Ahmedabad Stock Exchange.

38. ACKNOWLEDGEMENTS

An acknowledgement to all with whose help, cooperation and hard work the Company is able to

achieve the results.

For and on behalf of the Board of Directors

Apoorva Leasing Finance and Investment Company Limited

Sd/- Sd/-

Atul Singh Tyagi Pradeep Kumar Sharma

Managing Director Director

DIN-01335008 DIN-00537298

Place:Noida

Date:3rd

September 2016


ANNEXURE INDEX

ANNEXURE

No.

CONTENT

I Annual Return Extracts in MGT 9

II Details of Subsidiaries and Associates-AOC-1

III AOC 2 – Related Party Transactions

IV MR-3 Secretarial Audit Report

V Top Ten Employees in terms of remuneration drawn

Annexure-I to Directors Report for the Year ended 31st

March 2016

FORM NO. MGT 9

EXTRACT OF ANNUAL RETURN

As on financial year ended on 31.03.2016

Pursuant to Section 92 (3) of the Companies Act, 2013 and rule 12(1) of the

Company (Management & Administration) Rules, 2014

I. REGISTRATION & OTHER DETAILS:

1 CIN L74899DL1983PLC016713

1. 2 Registration Date 016713

2. 3 Name of the Company Apoorva leasing Finance And Investment Company

Limited

3. 4 Categoryof the Company

Sub-category of the Company

Company Limited by shares

Non-govt. Company

4. 5 Address of the Registered office &

contact details

13/331, Third Floor, Geeta Colony, Delhi-110034

Corp. Off: C-1/9, Sector-31, GautamBudh

Nagar,Noida-201301

Phone: 0120- 4372849/ 0120- 2457959

5. 6 Whether Listed company Yes

6. 7 Name, Address & contact details of the

Registrar & Transfer Agent, if any.

Big Share Services Pvt. Ltd.

4E/8, First Floor, Jhandewalan Ext. , Delhi-110055

Phone: 011- 23522373

II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY

(All the business activities contributing 10 % or more of the total turnover of the company shall be stated)

S.

No.

Name and Description of main

products / services

NIC Code of the

Product/service

% to total turnover of the

company 1 Financial Activities 64990 100%

III. PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES

S. No. Name and Address of CIN/GLN Holding/ %age of Applicable


the Company Subsidiary

/Associate

Shares

held

Section

1 AvancerInfrasolution Pvt. Ltd. U45400DL2011PTC222367 Associate 24.24 Section 2(6)

2 Bel Di Jewels Pvt. Ltd. U36911DL1997PTC087657 Associate 49.39 Section 2(6)

3 Antriksh Stocks & Shares Broker Pvt. Ltd.U74900DL1998PTC095832 Associate 50 Section 2(6)

4 SpaceHeight Constructions Pvt. Ltd. U74899DL1991PTC044885 Associate 49.90 Section 2(6)

5 De beers Jewels Pvt. Ltd. U36911DL1997PTC087655 Associate 50 Section 2(6)

6 Summer Infotech Pvt. Ltd. U72200DL2005PTC142601 Subsidiary 90.30 Section 2(87)(ii)

7 Yukati E Services Limited U72200DL2006PLC147096 Subsidiary 82.76 Section 2(87)(ii)

8 Cloud Business Advisory Ltd. U74999DL2016PLC292627 Subsidiary 100 Section 2(87)(ii)

IV. SHARE HOLDING PATTERN (Equity Share Capital Breakup as percentage of Total Equity)

A. Category-wise Share Holding

Category of

Shareholders

No. of Shares held at the beginning of

the year[As on 01-April-2015]

No. of Shares held at the end of the

year

[As on 31-March-2016]

%

Change

during

the year Demat Physical Total % of

Total

Shares

Demat Physical Total % of

Total

Shares

A.

Promoters

(1) Indian

a) Individual/

HUF 0 0 0 0 0 0 0 0 0

b) Central

Govt 0 0 0 0 0 0 0 0 0

c) State

Govt(s) 0 0 0 0 0 0 0 0 0

d) Bodies

Corp. 1809500 0 1809500 9.06 0 0 0 0 (9.06)

e) Banks / FI 0 0 0 0 0 0 0 0 0

f) Any other 0 0 0 0 0 0 0 0 0

Total

shareholding

of Promoter

(A)

1809500 0 1809500 9.06 - 0 0 0 (9.06)

B. Public

Shareholding 0 0 0 0 0 0 0 0 0

01.

Institutions 0 0 0 0 0 0 0 0 0

a) Mutual

Funds 0 0 0 0 0 0 0 0 0

b) Banks / FI 0 0 0 0 0 0 0 0 0

c) Central

Govt 0 0 0 0 0 0 0 0 0

d) State

Govt(s) 0 0 0 0 0 0 0 0 0

e) Venture 0 0 0 0 0 0 0 0 0


Capital Funds

f) Insurance

Companies 0 0 0 0 0 0 0 0 0

g) FIIs 0 0 0 0 0 0 0 0 0

h) Foreign

Venture

Capital Funds

0 0 0 0 0 0 0 0 0

i) Others

(specify) 0 0 0 0 0 0 0 0 0

Sub-total

(B)(1):- 0 0 0 0 0 0 0 0 0

2. Non-

Institutions

a) Bodies

Corp.

i) Indian 11515800 4727100 16242900 81.32

133066

85 4727100 18033785 90.28 8.96

ii) Overseas 0 0 0 0 0 0 0 0 0

b) Individuals 0 0 0 0 0 0 0 0 0

i) Individual

shareholders

holding

nominal

share capital

up to Rs. 1

lakh

0 34200 34200 0.17 17985 34300 52285 0.26 0.09

ii) Individual

shareholders

holding

nominal

share capital

in excess of

Rs 1 lakh

703100 1185200 1888300 9.45 188820

0 0 1888200 9.46 0

c) Others

(specify) 0 0 0 0 0 0 0 0 0

Non

Resident

Indians

0 0 0 0 0 0 0 0 0

Overseas

Corporate

Bodies

0 0 0 0 0 0 0 0 0

Foreign

Nationals 0 0 0 0 0 0 0 0 0

Clearing

Members 0 0 0 0 0 0 0 0 0

Trusts 0 0 0 0 0 0 0 0 0

Foreign

Bodies - D R 0 0 0 0 0 0 0 0 0

Sub-total

(B)(2):- 12218900 5946500 18165400 90.94

152127

70

476140

0

199737

48 100 0


Total Public

Shareholding

(B)=(B)(1)+

(B)(2)

122189

00

594650

0

181165

400 90.94

15212

770

476140

0

199737

48 100 0

C. Shares

held by

Custodian

for GDRs &

ADRs

0 0 0 0 0 0 0 0 0

Grand Total

(A+B+C)

140284

00

594650

0

199749

00 100 1080

476140

0

199737

48 100 0

B) Shareholding of Promoter-

S

N “ha eholde s Na e

Shareholding at the beginning

of the year

Shareholding at the end of the

year

%

change

in

sharehol

ding

during

the year

No. of

Shares

% of

total

Shares

of the

compan

y

%of

Shares

Pledged /

encumber

ed to

total

shares

No. of

Shares

% of

total

Shares

of the

compan

y

%of

Shares

Pledged /

encumber

ed to

total

shares

1 Sri Amarnath

Finance Ltd.

180950

0 9.06 0 0 0 0 (9.06)

TOTAL 180950

0 9.06 0 0 0 0 100

C) Cha ge i Pro oters “hareholdi g please spe ify, if there is no change)

S

N

Particulars Shareholding at the

beginning of the year

Cumulative Shareholding

during the year

No. of

shares

% of total

shares of the

company

No. of

shares

% of total

shares of the

company

1 Sri Amarnath Finance Limited

At the beginning of the year 180950

0

9.06 180950

0

9.06

Change during the year

Date: 25/03/2016

Reason: Sale

180950

0 9.06 0 0

At the end of the year 0 0 - -

D) Shareholding Pattern of top ten Shareholders:

(Other than Directors, Promoters and Holders of GDRs and ADRs):

S.No. Shareholding at the Cumulative Shareholding


Shareholders Name beginning of the year during the year

No. of

shares

% of total

shares of the

company

No. of

shares

% of total

shares of the

company

1 Avail Financial Services Private limited

At the beginning of the year 0 0 0 0

Changes during the year

Date: 31/03/2016

Reason: Acquired

268880

0

13.46 268880

0

13.46

At the end of the year 268880

0

13.46 - -

2 Sri Endrash Investment & Finance

Pvt.Ltd.

At the beginning 0 0


Date: 31-03-2016

Reason:Acquired

220600

0 11.04

220600

0 11.04


0 11.04 - -

3 Transnational Growth Fund Limited

At the beginning of the year 0 0


Date: 31/03/2016

Reason: Acquired

217100

0

10.87 217100

0

10.87


0

10.87 - -

4 Mani Mala Delhi Properties Pvt. Ltd.


0

8.57 171120

0

8.57


Date: 11/03/2016

Reason: Sale

Date:25/03/2016

Reason: Sale

108040

0

630800

5.40

3.16

630800

0

3.16

-


5 Virgin Capital Services Pvt. Ltd.


0

8.46 169050

0

8.46

Changes during the year-No Change Nil Nil 169050

0

8.46


0

8.46 - -

6 Lotus Realcon Pvt. Ltd.

At the beginning of the year 161900 8.11 161900 8.11


0 0


Date:25/03/2016

Reason:Sale

161900

0

8.11 - -


7 VIP Leasing & Finance Pvt. Ltd.


0

7.99 159520

0

7.99


Date: 25/03/2016

Reason: Sale

Date: 31/03/2016

Reason: Sale

104740

0

547800

5.25

2.74

547800

0

2.74

0


8 Eagle Infratech Pvt. Ltd.


0

7.63 152380

0

7.63


Date:18/03/2016

Reason: Sale

Date:25/03/2016

Reason:Sale

101590

0

507900

5.09

2.54

507900

-

2.54

-


9 Lovely Securities Pvt. Ltd.


0

6.98 139450

0

6.98

Changes during the year-No Change Nil Nil 139450

0

6.98


0

6.98 - -

10 Hillridge Investment Pvt. Ltd.

At the beginning of the year 0 0 0 0


Date: 31/03/2016

Reason: Acquired

101800

0

5.10

101800

0

1018000


0

5.10 - -


E) Shareholding of Directors and Key Managerial Personnel:

SN

1.

Shareholding at the

beginning of the year

Cumulative Shareholding

during the year

No. of

shares

% of total

shares of the

company

No. of

shares

% of total

shares of the

company

1 Roopa Devi Murolia


Changes during the Year – No change - - 50 0.00025

At the end of the year 50 0.00025 - -

2. Pradeep Kumar Sharma


Changes during the Year – No change - - 50 0.00025

At the end of the year 50 0.00025 - -

3. Bharat Bhushan

At the beginning of the year Nil Nil Nil Nil

Changes during the Year – No change - -

At the end of the year Nil Nil - -

4 Deepak verma




5 Abhishek




6 Furkan




7 Deepali




8 Anupama Singh Tyagi




9 Atul Singh Tyagi




10 KashniMahajan





V) INDEBTEDNESS -Indebtedness of the Company including interest outstanding/accrued but not due for

payment.

INDEBTEDNESS

Secured Loans

excluding

deposits

Unsecured

Loans Deposits

Total

Indebtedness

Indebtedness at the beginning of the financial

year Nil Nil Nil Nil

i) Principal Amount - - - -

ii) Interest due but not paid - - - -

iii) Interest accrued but not due - - -

Total (i+ii+iii) - - - -

Change in Indebtedness during the financial

year

- - -

* Addition - 4,57,177 - 4,57,177

* Reduction - - -

Net Change - 4,57,177 - 4,57,177

Indebtedness at the end of the financial year - 4,57,177 - 4,57,177

i) Principal Amount - 4,57,177 - 4,57,177

ii) Interest due but not paid - - - -

iii) Interest accrued but not due - - -

Total (i+ii+iii) Nil 4,57,177 Nil 4,57,177

VI. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL-

A. Remuneration to Managing Director, Whole-time Directors and/or Manager:

S N Particulars of Remuneration Name of MD/

WTD/

Manager

Name of

MD/WTD/

Manager

Name of

MD/WTD/

Manager

Total

Amount

Mr. Atul Singh

Tyagi (MD cum

CFO)

Ms. Deepali*

(Director)

Mr. Bharat

Bhushan**

(MD)

1 Gross salary 6,00,000 1,13,000 2,44,425 7,13,000

(a) Salary as per provisions contained in

section 17(1) of the Income-tax Act,

1961

Nil Nil Nil

(b) Value of perquisites u/s 17(2)

Income-tax Act, 1961

6000 96000 Nil 1,02,000

(c) Profits in lieu of salary under section

17(3) Income- tax Act, 1961

Nil Nil Nil Nil

2 Stock Option Nil Nil Nil Nil

3 Sweat Equity Nil Nil Nil Nil


4 Commission

- as % of profit

- others, spe ify…

Nil Nil Nil Nil

5 Others, please specify Nil Nil Nil Nil

Total (A) 6,06,000 2,09,000

2,44,425

10,59,425

Ceiling as per the Act 11%

*Appointed w.e.f. 01st

May 2015

** Resigned w.e.f. 17th

March 2016

B. Remuneration to other directors

SN. Particulars of Remuneration Name of Directors Total

Amo

unt

1 Independent Directors Roopa Devi

Murolia

Deepak

Verma*

Abhishe

k**

Furkan@ Pradeep

Kumar

Sharma

Nil

Fee for attending board

committee meetings

Nil Nil Nil Nil Nil Nil

Commission Nil Nil Nil Nil Nil Nil

Others, please specify Nil Nil Nil Nil Nil Nil

Total (1) Nil Nil Nil Nil Nil Nil

2 Other Non-Executive

Directors

Anupama Singh Tyagi

N.A.

Fee for attending board

committee meetings

Nil Nil

Commission Nil

Nil

Others, please specify Nil

Nil

Total (2) Nil

Nil

Total (B)=(1+2) Nil Nil Nil Nil Nil Nil

Total Managerial

Remuneration

Nil Nil Nil Nil Nil Nil

Overall Ceiling as per the

Act

Rs. 1 Lacs Per Meeting

*Resigned w.e.f. 30th

May 2016

** Appointed w.e.f. 13th

February 2016 and Resigned w.e.f. 30th

May 2016

@Appointed w.e.f. 13th

February 2016 and Resigned w.e.f 04th

September, 2016


B. REMUNERATION TO KEY MANAGERIAL PERSONNEL OTHER THAN MD/MANAGER/WTD

SN Particulars of Remuneration Key Managerial Personnel

CEO KashniM

ahajan

(CS)*

Atul

Singh

Tyagi

(CFO)**

Total

1 Gross salary Nil 2,11,377 Nil 2,11,377

(a) Salary as per provisions contained in section 17(1) of the

Income-tax Act, 1961

Nil 2,11,377 Nil 2,11,377

(b) Value of perquisites u/s 17(2) Income-tax Act, 1961 Nil Nil Nil Nil

(c) Profits in lieu of salary under section 17(3) Income-tax

Act, 1961

Nil Nil Nil Nil

2 Stock Option Nil Nil Nil Nil

3 Sweat Equity Nil Nil Nil Nil

4 Commission

- as % of profit Nil Nil Nil Nil

others, spe ify… Nil Nil Nil Nil

5 Others, please specify Nil Nil Nil Nil

Total Nil 2,11,377 Nil 2,11,37

7

*Resigned w.e.f. 13th

February 2016

** Atul Singh Tyagiis appointed as CFO on 13th

February 2016 and also acting as Managing Director (MD) of

the Company, therefore his remuneration mentioned as MD.

VII. PENALTIES / PUNISHMENT/ COMPOUNDING OF OFFENCES:

Type

Section of

the

Companies

Act

Brief

Descriptio

n

Details of Penalty /

Punishment /

Compounding fees

imposed

Authority

[RD / NCLT/

COURT]

Appeal

made,

if any (give

Details)

A. COMPANY

Penalty Nil Nil Nil Nil Nil

Punishment Nil Nil Nil Nil Nil

Compoundin

g

Nil Nil Nil Nil Nil

B. DIRECTORS



Compoundin

g

Nil Nil Nil Nil Nil


C. OTHER OFFICERS IN DEFAULT



Compoundin

g

Nil Nil Nil Nil Nil


Apoorva Leasing Finance& Investment Company Limited

Sd/- Sd/-



DIN-01335008 DIN-00537298

Place:Noida

Date:3rd

September 2016


Annexure-II to Directors Report for the year ended 31st

March 2016

STATEMENT PURSUANT TO FIRST PROVISO TO SUB –SECTION (3) OF SECTION 129 READ WITH RULE 5 OF COMPANIES (ACCOUNTS) RULES,2014

PART-A SUBSIDIARIES

S.No. Name of Subsidiary Summer Infotech Pvt. Ltd Yukati E Services Limited Cloud Business Advisory Ltd.

1 Date Since When Subsidiary Was Acquired 31.03.2016 31.03.2016 15.03.2016

2 Reporting Period Of The SubsidiaryIf Different From

The Holding Company's Reporting Period.

- - -

3 Reporting Currency And Exchange Rate As On The

Last Date Of The Relevant Financial Year In The Case

Of Foreign Subsidiaries

- - -

4 Share Capital 25,47,000/- 36,25,000/- 1,00,000/-

5 Reserves And Surplus 10,26,11,010/- 3,36,15,228/- (16,500)/-

6 Total Assets 10,52,45,927/- 6,01,04,527/- 1,15,000/-

7 Total Liabilities 87,917/- 2,28,64,299/- 31,500/-

8 Investments - 2,17,06,500/- -

9 Turn Over 6,91,181/- 20,11,024.09/- -

10 Profit / Loss Before Tax 48,305/- 1,03,747.59/- (16,500)/-

11 Provision For Tax 14,927/- - -

12 Profit / Loss After Tax 33,378/- 71,546.59/- (16,500)/-

13 Proposed Dividend - - -

14 Extent Of Shareholding (In Percentage) 90.30% 82.76% 100%

PART- B ASSOCIATES AND JOINT VENTURES

S.No. Name of Associates or Joint Ventures AvancerInfrasolution

Pvt. Ltd

Bel Di Jewels Pvt.

Ltd

Antriksh Stocks &

Shares Broker Pvt.

Ltd

SpaceHeight

Constructions

Pvt. Ltd

De beers Jewels Pvt.

Ltd.

1. Last Audited Balance Sheet date 31st March, 2016 31st March, 2016 31st

March, 2016 31st March, 2016 31st March, 2016


2. Date on which the Associate or Joint

Venture was associated or

acquired

13.01.2016 23.01.2016 31.03.2016 10.03.2016 10.03.2016

3. Shares of the Associate or Joint

Venture held by the company on the

year end

Number 3,200 10,00,000 20,000 75,000 50,000

Amount of Investment in the

Associate or Joint Venture

80,00,000/- 25,00,00,000/- 2,00,000/- 8,00,000/- 5,00,000/-

Extent of holding (in percentage) 24.24% 49.39% 50% 49.91% 50%

4. Description of how there is significant

influence

Holding of more than

20% of Share capital

Holding of more

than 20% of Share

capital

Holding of more

than 20% of Share

capital

Holding of more

than 20% of

Share capital

Holding of more than

20% of Share capital

5. Reason why the associate/joint

venture is not consolidated

- - The Co. has

become Associate

on 31st March,

2016

The Co. has

become

Associate on 31st

March, 2016

The Co. has become

Associate on 31st

March, 2016

6. Net worth attributable to

shareholding as per latest audited

balance

sheet

80,68,066/- 37,38,13,934/- 1,31,71,895/- 46,743,300.27/- 3,1522,186/-

7. Profit or Loss for the year (31,934)/- 75,38,119.30/- 34,353/- 9,958/- (40,092)/-

(i) Considered in consolidation (1,643)/- 10,07,627/- - - -

(ii) Not Considered in consolidation (30,291)/- 65,30,492.3/- 34,353/- 9,958/- (40,092)/-



Sd/- Sd/-



DIN-01335008 DIN-00537298


Annexure-III to Directors Report for the year ended 31st

March 2016

FORM NO. AOC -2

(Pursuant to clause (h) of sub-section (3) of section 134 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014.

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 transaction under third proviso thereto.

1. Details of o t a ts o a a ge e ts o t a sa tio s ot at A s le gth asis. SL. No. Particulars Details

a) Name (s) of the related party & nature of relationship Not Applicable

b) Nature of contracts/arrangements/transaction Not Applicable

c) Duration of the contracts/arrangements/transaction Not Applicable

d) Salient terms of the contracts or arrangements or transaction including the value, if any Not Applicable

e) Justifi atio fo e te i g i to su h o t a ts o a a ge e ts o t a sa tio s Not Applicable

f) Date of approval by the Board Not Applicable

g) Amount paid as advances, if any Not Applicable

h) Date on which the special resolution was passed in General meeting as required under first proviso to section 188 Not Applicable

2. Details of o t a ts o a a ge e ts o t a sa tio s at A s le gth asis.

S.

No.

Name of the Related Party &

Nature of relationship

Nature of Contracts

/Arrangements/Transaction

Duration of the

Contracts/arrangements/t

ransaction

Salient terms of the contracts or

arrangements or transaction

including the value, if any

Date of

Approval by the

Board

1. Atul Singh Tyagi

(Managing Director)

Loan Taken and Repayment As per mutual consent As per mutual consent

Outstanding as at 31st

March

2016Rs. 3,00,000/- (Maximum

Loan taken amount Rs.

74,00,000/-)

04th

November

2015

2. Atul Singh Tyagi

(Managing Director)

Payment of Interest As per mutual consent Rs. 1,60,173/- 04th

November

2015



Sd/- Sd/-



DIN-01335008 DIN-00537298


Annexure-IV to Director Report for the year ended 31stMarch, 2016

Form No. MR-3

SECRETARIAL AUDIT REPORT

FOR THE FINANCIAL YEAR ENDED 31ST MARCH, 2016

[Pursuant to section 204(1) of the Companies Act, 2013 and ruleNo.9 of the Companies

(Appointment and Remuneration Personnel) Rules, 2014]

To,

The Members,


I have conducted the secretarial audit of the compliance of applicable statutory provisions and the

adherence to good corporate practices by M/s Apoorva Leasing Finance and Investment Company

Limited(hereinafter called the company). Secretarial Audit was conducted in a manner that provided me

a reasonable basis for evaluating the corporate conducts/statutory compliances and expressing my

opinion thereon.

Based on my verification of the M/s Apoorva Leasing Finance and Investment Company Limited 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, I hereby report that in my opinion, the company has, during the audit

period covering the financial year ended on 31st March 2016 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:

PARA ONE

I have examined the books, papers, minute books, forms and returns filed and other records maintained

by M/s Apoorva Leasing Finance and Investment Company Limited the Co pa fo the financial

year ended on 31stMarch, 2016 according to the provisions of:

(i) The Companies Act, 2013 (the Act) and the rules made thereunder;

(ii) The “e u ities Co t a ts ‘egulatio A t, 9 “C‘A a d the ules ade the eu de ;

(iii) The Depositories Act, 1996 and the Regulations and Bye-laws framed thereunder;

(iv) *Foreign Exchange Management Act, 1999 and the rules and regulations made thereunder to the

extent of Foreign Direct Investment, Overseas Direct Investment and External Commercial

Borrowings;

(v) The following Regulations and Guidelines prescribed under the Securities and Exchange Board of

I dia A t, 99 “EBI A t :-

(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, 2009;

(d) *The Securities and Exchange Board of India (Employee Stock Option Scheme and Employee

Stock Purchase Scheme) Guidelines, 1999;

(e) *The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations,

2008;


(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, 2009-; and

(h) *The Securities and Exchange Board of India (Buyback of Securities) Regulations, 1998-

* No Event took place under these regulations during the Audit Period.

(vi) I have also examined the Compliances of the Provisions of the following other laws applicable

specifically to the Company wherein I have also relied on the Compliance

Certificates/declaration issued by the head of the respective department/management in

addition to the checks carried out by me and found that company has complied with all the

provisions of said Acts except the below mentioned observation in respect of the said Acts.

a) The Minimum wages Act, 1948

b) The Employee State Insurance Act, 1948

Observations in Clause (i) Para One of Our Report

1. According to information and Explanation and verification of forms and returns maintained by

Company, the Company as required under Section 403 pays the prescribed additional fees in

case of delayed filing.

PARA SECOND

I have also examined compliance with the applicable clauses of the following:

(i) Secretarial Standards on meetings of the Board of Directors (SS-1) and Secretarial

Standards on General Meeting (SS-2) issued by Institute of Company Secretaries of India

and made effective w.e.f. 01st July 2015.

(ii) The Listing Agreements entered into by the Company with BSE Limited and Ahmedabad

Stock Exchange Limited* (applicable upto November 2015) and listing regulations

applicable w.e.f. 01st December 2015.

*De-recognized by SEBI

Based on our verification of the Co pa s Books, pape s, i utes ooks, fo s a d etu s filed a d other records maintained by the Company and also the information provided by the Company, its

officers, agents, and its authorized representatives during the conduct of Secretarial Audit we hereby

report that in our opinion during the period under review the Company has complied with the provisions

of the Act, Rules, Regulations, Guidelines, Standards, etc. mentioned above.

I further report that

The Board of Directors of the Company is duly constituted with proper Balance of Executive Directors,

Non-Executive Directors and Independent Directors. 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.

Adequate notice is given to all directors to schedule the Board Meetings, agenda and detailed notes on

agenda were sent at least seven days in advance, and a system exists for seeking and obtaining further

information and clarifications on the agenda items before the meeting and for meaningful participation

at the meeting.

Majo it de isio is a ied th ough hile the disse ti g e e s ie s a e aptu ed a d e o ded as part of the minutes.

I 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.

I further report that during the audit period the company has:


1. Taken Approval of Shareholders in 32th Annual General Meeting of the Company held on

28thSeptember, 2015

(a) Appointment of Mr. Bharat Bhusan as Managing Director of the Company.

(b) Appointment of Ms. Deepali as Director of the Company.

(c) Appointment of Mrs. Roopa Devi Murolia as Director of the Company.

(c) Change in Designation of Mr. Deepak Verma.

(d) Adoption of New Articles of Association of the Company.

Place: New Delhi

Date: 26.08.2016 For DharamveerDabodia and Associates

Company Secretaries

CS DharamveerDabodia

ACS No. 29365, CP No.: 14305

Note: This report is to be read with our letter of even date, which is annexed as Annexure-A, and forms

as integral part of this report.

Annexure A to the Secretarial Audit Report

The Members


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. The verification was

done on the random test basis to ensure that correct facts are reflected in 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 the random 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.

Date: 26.08.2016

Place: New Delhi


Annexure -V to Directors Report for the year ended 31st March, 2016

STATEMENT PURSUANT TO SUB –SECTION (12) OF SECTION 197 READ WITH RULE 5 OF COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL

PERSONNEL ) RULES,2014

S.No. Name Designation

Remuneration

in Rupees Qualification Exp.

Nature of

employment DOJ Age Last employment

1 Atul Singh tyagi MD cum CFO 6,00,000/- CS 20 Permanent 13-02-2016 51 Businessmen

2 PoojaSoni

IT Support

Manager 2,88,000/- B.Sc (IT) 5 Permanent 01-04-2016 29 Ace Corporation

3 Pankaj Jain

Analyst(comm

odity Market) 2,88,000/- Graduate 2 Permanent 01-04-2016 30

J P Commodity

Ltd.

4 Shamim Khan

Analyst(Deriv

ative Market) 2,64,000/- Graduate 2 Permanent 01-04-2016 30

Akshat Commodity

Ltd

5 Naveen Kumar

Analyst(comm

odity Market) 2,64,000/- Senior Sec. 2 Permanent 01-04-2016 32

Akshat Commodity

Ltd

6 Amit Singh

Accounts

Manager 2,45,000/-

M.com(Final

Year) 3 Permanent 01-04-2016 22

Ankur K Gupta &

Co.

7 Bharat Bhushan MD 2,44,425/- Graduate 1.5 Permanent 11-03-2015 36 Businessmen

8 TarunSuri

Analyst(Deriv

ative Market) 2,40,000/- Senior Sec. 2 Permanent 01-04-2016 33

Globe Capital

Market Ltd.

9 KashniMahajan

Compliance

Officer 2,11,377/- CS 0 Permanent 11-03-2015 26 -

10 Deepali Director 2,09,000/- M.A 5 Permanent 01-05-2015 26

DB International

Stock Broker Ltd.


CORPORATE GOVERNANCE REPORT FOR THE YEAR ENDED ON 31ST

MARCH 2016

At Apoorva Leasing Finance & Investment Company Limited, Corporate Governance is all about maintaining a

valuable relationship and trust with stakeholders. We consider stakeholders as partners in our success, and

we remain committed to maximizing shareholders value, be its shareholders, customers, i esto s

communities or policy makers. This approach to value creation emanates from our belief that sound

governance system, based on relationship and trust, is integral to creating enduring value for all. We have a

defined policy framework for ethical conduct of businesses. We believe that any business conduct can be

ethical only when it resets on the customer value, ownership mindset, respect, integrity, One Team and

Excellence.

Corporate Governance is system of rules, practices and processes by which a Company is directed and

controlled. Corporate governance essentially involves balancing the interests of the many stakeholders in a

Company – these include its shareholders, management, customers, suppliers, financiers, government and

the community. Since Corporate Governance also provides the framework for attaining a Co pa s objectives, it encompasses practically every sphere of management, from action plans and internal controls

to performance measurement and corporate disclosure.

Corporate Governance refers to the way a corporation Is governed. It is the technique by which companies

are directed and managed. It means carrying the business as per the stakeholde s desi es. It is a tuall conducted by the Board of Di e to s a d the o e ed Co ittees fo the Co pa s stakeholde s benefit. It is all about balancing individual and societal goals, as well as, economic and social goals. Apoorva

Leasing Finance & Investment Company Limited as over the years followed best practices of Corporate

Governance. Apoorva Leasing Finance & Investment Company Limited business objective and that of its

management and employees is to rendering the Co pa s services in such a way as to create value that can

be sustained over the long term for consumers, shareholders ,employees, business partners and the national

economy.

Your Company believes that the success of an organization irrevocably linked to the maintenance of global

standards of corporate conduct towards its stakeholders. Towards this end, your Company has always

focused on good corporate governance as the key driver of sustainable corporate growth and long-term

value creation.

1 Company Philosophy:

We continue to believe that good corporate Governance is essential to achieve long-term corporate

goals and to enhance stockholders value. Company is a listed company on the Bombay Stock

Exchange Limited and Ahmedabad Stock Exchange of India Limited. The Company has complied with

in all material respect with the features of corporate governance as specified in the SBI(LODR)

Regulations, 2015.

2 Board of Directors:

Composition of Board of Directors

The board of directors of the company comprises of

- One Executive Director

- One Non-Executive Directors

- Two Independent

The names and categories of the Directors on the Board, their attendance at the Board Meetings held during


the year and the numbers of Directorships and Committee Chairmanships/ Memberships held by them in

other Companies are given below.

The Composition of Board and Attendance Record of Directors for 2015-16:

Name of

Director

Category Sharehol

ding in

Company

(No. of

Shares)

No. of Board

Meetings during

the year 2015-16

Wheth

er

Attend

ed the

Last

AGM

No. of

Directors

hip(s)

held in

Indian

public

Company

Number of

Committee(s) position

held in Public

Company

Held Attended Member Chairman

Mr. Atul Singh

Tyagi

Executive

Director

- 10 9 Yes 1 2 0

Mr. Pradeep

Kumar

Sharma

Non-

Executive

Independent

Director

50 10 10 1 2 2

Ms. Deepali* Non-

Executive

Non-

Independent

Director

- 10 8 Yes 1 0 0

Mr.Abhishek** Non-

Executive

Independent

Director

- 10 1 No 1 0 0

Mr. Furkan@

Non

Executive

Non

Independent

Director

- 10 1 No 1 0 0

Mrs.

Anupama

Singh Tyagi#

Non

Executive

Director

- 10 - No 1 0 0

MrsRoopa

Devi murolia

Non-

Executive

Independent

Director

50 10 10 Yes 2 0 0

Mr. Deepak

Verma***

Non-

Executive

Independent

Director

- 10 10 Yes 1 2 0

Mr. Bharat

Bhushan****

Executive

Director

- 10 10 Yes 2 - -

During the Ten (10) Board Meetings were held, the dates of which are 15th

April, 2016, 01st

May, 2015, 28th

May, 2015, 8th

August 2015, 24th

August, 2015, 04th

November, 2015, 26th

November, 2015, 03rd

February,

2016, 13th

February, 2016, 17th

march 2016.

Mrs. Anupama Singh Tyagi, Non- executive director of the company is a relative of Mr. Atul Singh Tyagi.

*Ms. Deepali has resigned from directorship of the company on 2nd

July, 2016

** Mr. Abhishek has resigned from the directorship on 30th

May, 2016


*** Mr. Deepak Verma has resigned on 30th

May, 2016

**** Mr. Bahrat Bhushan has resigned on 17th

March, 2016

# Mrs. Anupama Singh Tyagi was appointed as Additional Director on 13th

February, 2016

@ Mr. Furkan has resigned on 04th

September, 2016.

3. COMMITTEES OF THE BOARD

(A) AUDIT COMMITTEE

The Audit Committee continued working under Chairmanship ofMr. Pradeep Kumar Sharma with Mr.

Deepak Verma, Mr. Atul Singh Tyagi as co-members. During the year, the committee was

reconstituted and Mr. Atul Singh Tyagi was appointed as chairman of the committee with Mr. Deepak

Verma& Mr. Pradeep Kumar Sharma as co- members.

The Committee met on four occasions with below mentioned attendance of the members.

The composition of the Audit Committee as at March 31, 2016 and details of the Members

participation at the Meetings of the Committee are as under:

Name of

Director

Category

Attendance at the Board Meetings held on

28th

May,

2015

8th

August,

2015

04th

November,

2015

01st

February,

2016

Pradeep Kumar

Sharma

Independent Non-

Executive Director

Deepak Verma Independent Non

Executive Director

Atul Singh Tyagi Executive Director

The Committee is governed by Regulation 18 of SEBI(LODR) Regulation, 2015and Provisions of

section 177 of the Companies Act, 2013. Some of the important functions performed by the Audit

Committee are:

Financial Reporting and Related Processes

Oversight of the Co pa s fi a ial epo ti g p o ess a d fi a ial i fo atio su itted to the Stock Exchanges, regulatory authorities or the public.

‘e ie i g ith the Ma age e t the ua te l u audited fi a ial state e ts a d the Audito s Limited Review Repo t the eo /audited a ual fi a ial state e ts a d Audito s ‘epo t the eo before submission to the Board for approval. This would, inter alia, include reviewing changes in the

accounting policies and reasons for the same, major accounting estimates based on exercise of

judgement by the Management, significant adjustments made in the financial statements and / or

recommendation, if any, made by the Statutory Auditors in this regard.

Review the Management Discussion & Analysis of financial and operational performance.

Discuss with the Statutory Auditors its judgement about the quality and appropriateness of the

Co pa s a ou ti g p i iples ith efe e e to the Ge e all A epted A ou ti g P i iples i India (IGAAP).

Review the investments made by the Company.

All the Members on the Audit Committee have the requisite qualification for appointment on the

Committee and possess sound knowledge of finance, accounting practices and internal controls.


During the year under review, the Audit Committee held a separate meeting with the Statutory

Auditors and the Chief Internal Auditor to get their inputs on significant matters relating to their areas

of audit.

(B) NOMINATION AND REMUNERATION COMMITTEE

In compliance with Section 178 of the Companies Act, 2013, the Board has constituted the

No i atio a d ‘e u e atio Co ittee .

The terms of reference of the Committee inter alia, include the following:

Succession planning of the Board of Directors and Senior Management Employees;

Identifying and selection of candidates for appointment as Directors / Independent Directors based on

certain laid down criteria;

Identifying potential individuals for appointment as Key Managerial Personnel and to other Senior

Management positions;

Formulate and review from time to time the policy for selection and appointment of Directors, Key

Managerial Personnel and senior management employees and their remuneration;

Review the performance of the Board of Directors and Senior Management Employees based on

certain criteria as approved by the Board.

The composition of the Remuneration Committee as at March 31, 2016 and details of the Members

participation at the Meetings of the Committee are as under:

Name of Director Category

Attendance at the Board Meetings held on

01ST

May,

2015

28th

August,

2015

11th

February, 2016

Pradeep Kumar

Sharma

Independe

nt Non-

Executive

Director

Deepak Verma Independe

nt Non

Executive

Director

*Mr. Bharat Bhushan Executive

Director

#Atul Singh Tyagi Executive

Director

- - -

*Mr. Bharat Bhushan has resigned from directorship and committees of the board on 17th

March, 2016.

#Mr. Atul Singh Tyagi was appointed as member of committee by the board on 17th

March,

2016


(C ) RISK MANAGEMENT COMMITTEE

The Formulation of Risk Management Company is mandatory for only top 500 companies according

to their market capitalisation. Accordingly provisions of Risk Management committee are not

applicable to our company.

(D) “TAKEHOLDE‘“ ‘ELATION“HIP COMMITTEE

In compliance with the provisions of Section 178 of the Companies Act, 2013 and Regulation 20 of

SEBI(LODR) Regulation , 2015 the Board has constituted “takeholde s ‘elatio ship Co ittee .

The terms of reference of the Committee are:

transfer/transmission of shares/debentures and such other securities as may be issued by the

Company from time to time;

issue of duplicate share certificates for shares/debentures and other securities reported lost, defaced

or destroyed, as per the laid down procedure;

issue new certificates against subdivision of shares, renewal, split or consolidation of share

certificates / certificates relating to other securities;

issue and allot right shares / bonus shares pursuant to a Rights Issue / Bonus Issue made by the

Company, subject to such approvals as may be required;

to g a t E plo ee “to k Optio s pu sua t to app o ed E plo ees “to k Optio “ he e s , if a , and to allot shares pursuant to options exercised;

to issue and allot debentures, bonds and other securities, subject to such approvals as may be

required;

to approve and monitor dematerialization of shares / debentures / other securities and all matters

incidental or related thereto;

to authorize the Company Secretary and Head Compliance / other Officers of the Share Department

to attend to matters relating to non-receipt of annual reports, notices, non-receipt of declared

dividend / interest, change of address for correspondence etc. and to monitor action taken;

monitoring expeditious redressal of investors / stakeholders grievances;

all other matters incidental or related to shares, debenture

The composition of the “takeholde s ‘elatio ship Co ittee as at March 31, 2016 and details of

the Members participation at the Meetings of the Committee are as under:

Name of the Member Category

Attendance at the Stake holder

relationship Committee meeting held on

05th

February,

2016

11th

January, 2016


Pradeep Kumar

Sharma

Independent Non

Executive Director

Deepak Verma Independent Non

Executive Director

Executive Director

*Bharat bhushan Executive Director

#Atul Singh Tyagi Executive Director - -

*Mr. Bharat Bhushan has resigned from directorship and committees of the board on 17th

March, 2016

#Mr. Atul Singh TYagi was appointed as member of the committee by the board on 17th

March,

2016.

INDEPENDENT DI‘ECTO‘“ MEETING

During the year under review, the Independent Directors met on23rd

February, 2016 , inter alia, to

discuss:

Evaluation of the performance of Non-independent Directors and the Board of Directors as a whole.

Evaluation of the performance of the chairman of the Company, taking into account the views of the

Executive and Non-executive directors.

Evaluation of the quality, content and timelines of flow of information between the Management and

the Board that is necessary for the Board to effectively and reasonably perform its duties.

All the Independent Directors were present at the Meeting.

PERFORMANCE EVALUATION

Pursuant to the provisions of the Companies Act, 2013 and SEBI(LODR) Regulation, 2015, the Board has

carried out the annual performance evaluation of its own performance, the Directors individually as well as

the evaluation of the working of its Audit, Nomination and Remuneration and Compliance Committees. A

structured questionnaire was prepared after taking into consideration inputs received from the Directors,

o e i g a ious aspe ts of the Boa d s fu tio i g su h as ade ua of the o positio of the Boa d a d its Committees, Board culture, execution and performance of specific duties, obligations and governance.

A separate exercise was carried out to evaluate the performance of individual Directors including the

Chairman of the Board, who were evaluatedon parameters such as level of engagement and contribution,

independence of judgement safeguarding the interest of the Company and its minority shareholders etc. The

performance evaluation of the Independent Directors wascarried out by the entire Board. The performance

evaluation of the Chairman and the Non Independent Directors was carried out by the Independent Directors

who also reviewed the performance of the Secretarial Department. The Directors expressed their satisfaction

with the evaluation process.

TERMS OF APPOINTMENT & REMUNERATION - CEO & MD

1. Mr. Atul Singh Tyagi , MD cum w.e.f.13th

February, 2016

Period of Appointment 5 Years

Salary Grade 1,98,000P.M


Allowances 2000P.M

Perquisites Nil

Retrial Benefits Nil

Performance Bonus Nil

Sign-on Amount Nil

Deferred Bonus Nil

Minimum Remuneration Nil

Notice Period & Severance Fees Nil

Other Nil

Details of remuneration paid to the Directors are given in Form MGT – 9 :

COMPLIANCE WITH ACCOUNTING STANDARDS

In the preparation of the financial statements, the Company has followed the Accounting Standards notified

pursuant to Companies (Accounting Standards) Rules, 2006 (as amended) and the relevant provision of the

Companies Act read with General Circular 8/2014 dated April 04, 2014, issued by the Ministry of Corporate

Affairs. The significant accounting policies which are consistently applied have been set out in the Notes to

the Financial Statements.

INTERNAL CONTROLS

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 /

egulato o plia es. The Co pa s usi ess processes have a strong monitoring and reporting process

resulting in financial discipline and accountability.

CEO & MD / CFO CERTIFICATION

The CEO & MD and the CFO have issued certificate pursuant to the provisions of Regulation 17(8) of

SEBI(LODR) Regulation, 2015 certifying that the financial statements do not contain any untrue statement

a d these state e ts ep ese t a t ue a d fai ie of the Co pa s affai s. The said e tifi ate is a e ed and forms part of the Annual Report.

CODE OF CONDUCT

The Board of Directors has approved a Code of Business Conduct which is applicable to the Members of the

Boa d a d all e plo ees. The Co pa elie es i )e o Tole a e to i e a d o uptio i a fo a d the Boa d has laid do the Anti-Bribery& Corruption Di e ti e hi h fo s a Appe di to the Code. The Code has ee posted o the Co pa s e site www.apoorvaleasingfinance.com.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

In pursuant to the provision of section 177 (9) & (10) of the Companies Act, 2013, the company has

formulated a whistle mechanism policy to establish a vigil mechanism for directors and employees of the

company to report concerns about unethical behaviour, actual or suspected fraud or violation of the

co pa s ode of o du t o ethi s poli .

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-


lea a e fo deali g i the Co pa s sha es a d p ohi its the pu hase o sale of Co pa sha es the Directors and the designated employees while in possession of unpublished price sensitive information in

relation to the Company and during the period when the Trading Window is closed. The CFO & Managing

Directorare responsible for implementation of the Code.

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

(a) Means of Communication

i. In which newspapers quarterly results were normally

published

i) The Pioneer {English Newspaper}

ii) The Pioneer {Hindi Newspaper}

ii. Any Website where results or official news are displayed www.apoorvaleasingfinance.com

(b) General Shareholder Information

Market Information : Listing on Stock Exchanges

The Co pa s sha es a e listed o the follo i g “to k E ha ges a d the Listi g Fees ha e ee paid to the Exchanges:

Name & Address of the Stock Exchanges Stock

Code/Scrip

Code

ISIN

(For Dematerialized share)

Bombay Stock Exchange 539545 INE217S01014

Ahmedabad Stock Exchange NA

Share Price on BSE*

Month BSE Close Share Price No. of shares

traded during the

month

Turnover

(Crores) High Low Close

February,

2016

23002 12.50 12.50 12.50 1 1,250

March, 2016 25341 15.00 6.40 8.97 161 5,57,41,189

*As the Company got listing approval on 05th

January, 2016 at BSE Limited and Share of the Company

has not been traded at Ahmedabad Stock Exchange during the year, therefore the Share data is

provided which is available at BSE Only.

SHARE TRANSFER SYSTEM / DIVIDEND AND OTHER RELATED MATTERS

I. SHARE TRANSFERS

Share transfers in physical form are processed and the share certificates are generally returned to

the transferees within a period of fifteen days from the date of receipt of transfer provided the

transfer documents lodged with the Company are complete in all respects.

II. NOMINATION FACILITY FOR SHAREHOLDING

As per the provisions of the Companies Act, 2013, facility for making nomination is available for

Members in respect of shares held by them. Members holding shares in physical form may obtain


nomination form, from the Share Department of the Company. Members holding shares in

dematerialized form should contact their Depository Participants (DP) in this regard.

III. PERMANENT ACCOUNT NUMBER (PAN)

Members who hold shares in physical form are advised that SEBI has made it mandatory that a copy

of the PAN card of the transferee/s, members, surviving joint holders / legal heirs be furnished to the

Company while obtaining the services of transfer, transposition, transmission and issue of duplicate

share certificates.

IV. DIVIDEND

There is no announcement of declaration of Dividend so no option is available to members.

V. PENDING INVE“TO‘“ G‘IEVANCE“

Any Member / Investor, whose grievance has not been resolved satisfactorily, may kindly write to

the CompanySecretary and Head Compliance at the Corporate Office with a copy of the earlier

correspondence.

S.

No.

Nature of

Queries/Compliant

Pending as

on April

1,2015

Received

during the

year

Redressed

during the

year

Pending as

on March

31, 2016

1 Transfer/Transmission of

Duplicate Share

Certificate

Nil Nil Nil Nil

2 Non-receipt of Dividend Nil Nil Nil Nil

3 Dematerialisation/Remat

erialisation of Shares

Nil Nil Nil Nil

4 Complaints received

from:

SEBI Nil Nil Nil Nil

Stock

Exchanges/NSDL/CDSL

Nil Nil NiL Nil

ROC/MCA/Others Nil Nil Nil Nil

Advocates Nil Nil Nil Nil

Consumer Forum/Court

Case

Nil Nil Nil Nil

5 Others Nil Nil Nil Nil

Grand Total Nil Nil nil Nil

VI. RECONCILIATION OF SHARE CAPITAL AUDIT

As required by the Securities & E ha ge Boa d of I dia “EBI ua te l audit of the Co pa s share capital is being carried out by an Pra ti i g Co pa y “e retary with a view to reconcile the

total share capital admitted with National Securities Depository Limited (NSDL) and Central

Depository Services (India) Limited (CDSL) and held in physical form, with the issued and listed

apital. The Audito s Ce tifi ate i egard to the same is submitted to BSE Limited and is also placed

efo e “takeholde s ‘elatio ship Co ittee a d the Board of Directors.

VII. DEMATERIALISATION OF SHARES AND LIQUIDITY

The break-up of equity shares held in Physical and Dematerialised form as on March 31, 2016, is

given below:


PARTICULARS NO. OF SHARES PERCENTAGE

Physical Segment 4761400 23.8%

Demat Segment 15212870 76.1%

NSDL 9539023 47.76%

CDSL 5674477 28.41%

Total 19974900 100%

VIII. SHAREHOLDING PATTERN AS ON MARCH 31, 2016

Particulars No. of shares

held

%

Sub Total Total

Individual/Hindu Undivided 1940385 9.71 9.71

Body Corporation 18033785 90.28 90.28

Bank, Financial Institutions, Insurance Companies

& Mutual Funds

0.00 0.00 0.00

Bank 0.00 0.00 0.00

Financial Institutions 0.00 0.00 0.00

Insurance Companies 0.00 0.00 0.00

Mutual Funds/UTI 0.00 0.00 0.00

Central & State Governments 0.00 0.00 0.00

Foreign Institutional Investors 0.00 0.00 0.00

NRIs/Foreign Nationals 0.00 0.00 0.00

Directors 100 0 0

Public and Others (Clearing Members) 630 0.0032 0.0032

Total 19974900 100 100

STATEMENT SHOWING SHAREHOLDING OF MORE THAN 1% OF THE CAPITAL AS ON MARCH 31, 2016

Sr. No. Name of the shareholders No. of Shares %of Capital

1. VirendraJain 316000 1.5820

2. Bharat Bhushan 304100 1.5224

3. MehakArora 399000 1.9975

4. Lovely Kumari 300000 1.5019

5. Deepak Kumar 300000 1.5019

6. Lovely Securities Private Limited 1394500 6.9813

7. Nature India Communiqué Limited 217600 1.0894

8. Macor Packaging Limited 730000 3.6546

9. Nandal Finance & Leasing Pvt. Ltd. 390000 1.9525

10. Twinkle Mercantile & Credits Pvt. Ltd. 399000 1.9975

11. Hum Tum Marketing Pvt. Ltd. 399000 1.9975

12. Nandi Mercantiles Pvt. Ltd. 399000 1.9975

13. Edoptica Retails India Limited 399000 1.9975

14. Shanta Agencies Pvt. Ltd. 399000 1.9975

15. BaghKothi Investment & Finance Pvt. Ltd. 399000 1.9975

16. Danveer Investments Pvt. Ltd. 399000 1.9975

17. Hill Ridge Investments Limited 1018000 5.0964

18. Reliable Finance Corpn Pvt. Ltd. 399000 1.9975

19. Silvant Investment and Finance Pvt. Ltd. 399000 1.9975

20. Transnational Growth Fund Limited 2171000 10.8686

21. Virgin Capital Services Pvt. Ltd. 1690500 8.4631


22. Sri Endrash Investment and Finance Pvt. Ltd. 2206000 11.0439

23. Paschim Finance and Chit Fund Pvt. Ltd. 399000 1.9975

24. Avail Financial Services Pvt. Ltd. 2688000 13.4609

25. GPN Associates Pvt. Ltd. 399000 1.9975

26. VA Realcon Pvt. Ltd. 399000 1.9975

27. Star Infovision Pvt. Ltd. 399000 1.9975

GENERAL BODY MEETINGS

PARTICULARS OF LAST THREE ANNUAL GENERAL MEETINGS

AGM Year ended

31st

March,

Venue Date Time Special

Resolutions

Passed

30th

2013 Registered Office 08th

June, 2013 9:30 AM Nil

31st 2014

Registered Office 06

th September,

2014

10:00AM Nil

32nd

2015 Karol Bagh 28

th September,

2015 11:00 AM

1(one)

Meetings for approval of quarterly and annual financial results were held on the following dates:

Quarter Date of Board Meeting

1st

Quarter 08th

August, 2015

2nd

Quarter 04th

November, 2015

3rd

Quarter 03rd

February, 2016

4th

Quarter 30th

May, 2016

FINANCIAL CALENDAR 2016-17 (Proposed):-

AGM – Date, time 30th

September 2016

Financial Year 1st

April 2016-31st

March 2017

Book Closure Date

Dividend Payment Date NA

Listing of Eq. shares on stock exchanges. Bombay Stock Exchange Limited

Stock Code 539545

Registrar & Transfer Agents Bigshare Services Private Limited

4E/8, First Floor, Jhandewalan Ext, Delhi-

110055

Phone: 011- 23522373

For and on behalf of the Board

Sd/-

Atul Singh Tyagi

Managing Director

Place: Noida

Date: 3rd

September, 2016


MANAGEMENT DISCUSSION AND ANALYSIS REPORT

FORWARD-LOOKING STATEMENTS

This report contains forward-looking statements based on certain assumptions and expectations of future

events. The Company, therefore, cannot guarantee that these assumptions and expectations are accurate or

will be realized. The Company's actual results, performance or achievements can thus differ materially from

those projected in any such forward-looking statements. The Company assumes no responsibility to publicly

amend, modify or revise any forward looking statements, on the basis of any subsequent developments,

information or events.

FUTURES PROSPECTS

The management of the Company cautioned the Readers that this management discussion and analysis

report is only future prospects and not confirmation. The statement/future prospects involve risks and

uncertainties. The actual results may be varying from future prospects. Financial Service Institutions have

proven their mettle in many other specialized financial services such as factoring, lease finance, venture

capital finance, financing road transport and also in the business of securities-based lending such as Loan

against Shares, Margin Funding, IPO Financing, Promoter Funding etc. They have also been providing a major

boost to Micro, Small and Medium enterprises and other avenues where banks exercise cautious lending. All

the above factors further emphasize the potential and opportunities in store for Financial Service Institutions

and the regulations when designed to provide the right environment, provides impetus to the growth of the

sector. The Company hence wishes to diversify its activities in the coming period and shall embark on this

path and move forward once the existing investments, which are at an incubating stage begin to bear fruits

at maximum level. The subsidiary shall continue to focus on their core business area. The company has made

three subsidiary i.e. Cloud Business Advisory Limited,Yukati E Services Limited &Summer Infotech Pvt. Ltd.

COMPANY BUSINESS

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 places to leverage on the

growth opportunities in the economy.

INDUSTRY STRUCTURE AND DEVELOPMENTS

Since the Company could not working well itself in the business, it diversified into the field of other business

segment also. The Company is building up its network to play a significant role from time to time.

BUSINESS OVERVIEW

The Revenue from operation during the year 2015-16 is 334 lacsas compared to 206 lacs in the previous year

on account of economic recession resulting in award of lesser number of contracts..

The financial highlights are as under: -

(Rs. in lacs)

Revenue/Sales for the year 2015-16 334

Provision for taxation -

Profit/(Loss) after tax 32


Paid up equity share capital as on 31st

March 2016 1997.49

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has adequate internal control system, commensurate with the size of its operations.

Adequate records and documents are maintained as required by laws. The Company's audit

Committee reviewed the internal control system. All efforts are being made to make the internal

control systems more effective. The CEO and CFO certification provided in the CEO and CFO

certification section of the annual report discusses the adequacy of our internal control systems and

procedures. Internal Control measures and systems are established to ensure the correctness of the

transactions and safe-guarding of the assets. The Management ensures adherence to all internal

control policies and procedures as well as compliance with regulatory guidelines. The audit

committee of the Board of Directors reviews the adequacy of internal controls. This improved the

management of the affairs of the Company and strengthened transparency and accountability.

SEGMENT REPORTING

The company is engaged in only one Business segment and earn revenue from its commodity trading

activities. Hence segment reporting is not required. The accounting and classification of the assets

and liability of the company are done as per Accounting Standards follows.

OUTLOOK

Dedicated focused approach of the company helped in such a way that is giving the revenue growth

over the year again and again and which is continue in FY 2015-16 also. The company is having a

deep impact on outsiders about the future aspects or growth. Company decides to continue to focus

on core business and delivering superior financial performance and also will try to keep the relation

with outsider as wider as possible. We will continue to focus on delivering superior financial

performance, innovation and industry leadership in our chosen verticals. We expect our relationship

with our clients to become more strategic for each other.

MATERIAL DEVELOPMENTS IN HUMAN RESIURCES/INDUSTRIAL RELATIONS FRONT, INCLUDING

NUMBER OF PEOPLE EMPLOYED

The industrial relation is very cordial and peaceful. The implementation of CorporateGovernance in

the Company showing various measures to provides more scope fordevelopment of human resource

thereby allowing the employee better opportunities toachieve higher performance and efficiency in

their respective assignments andemployment.

DISCUSSION ON FINANCIAL PERFORMANCE WITH RESPECT TO OPERATIONAL PERFORMANCE.

The management of the company has discussed the financial of the company during the year, which

is lower down in the current year. The matter is serious concern for management and it is decide to

overcome from the situation and of loss and make the company a wealthy and profit making entity.


RISKS AND CONCERNS

I a usi ess, isks a d p ospe ts a e i sepa a le. As a espo si le a age e t, the Co pa s principal Endeavour is to maximize returns. The Company continues to take all steps necessary to

minimize its expenses through detailed studies and interaction with experts.

CAUTIONARY STATEMENT

“tate e t i this Ma age e t s Dis ussio a d A al sis detaili g the Co pa s o je ti es, p oje tio s, esti ates, esti ates, e pe tatio s o p edi tio s a e fo a d-looki g state e ts within the meaning of applicable securities laws and regulations. Actual results could differ

materially from those expressed or implied. Important factors that could make a difference to the

Co pa s ope atio s i lude glo al a d I dian demand-supply conditions, finished goods prices,

feedsto k a aila ilit a d p i es, li al de a d a d p i i g i the Co pa s p i ipal a kets, changes in Government regulations, tax regimes, economic developments within India and the

countries within which the Company conducts business and other factors such as litigation and

labour negotiations.

STRATEGY

As like the other business enterprises company is also having strategy for same strategy for

expansion of business by providing investment, financing etc. to the corporates.

STRENGTHS & OPPORTUNITIES

The Company is an investment company and having sufficient amount of Reserves is the core

strength of the company. The Company will looking to play a major role in commodity trading and

other business activities through its own or through its subsidiary.

LEADERSHIP AND CORPORATE GOVERNANCE

The Co pa s senior management comprises of some of the most talented and experience leaders

who have proved his excellency in various fields also. The diverse knowledge of members of the

company is real assets of the company, which can make it stands out of crowd. Every members of the

company is special and experts in his hard-core field such as management, finance, operation,

manufacturing, corporates law, legal matters etc. The company exceptionally believe in good

corporate governance and follow all the rules, regulations, law prescribed by the applicable law for

the time being such as Corporate Law, Listing Agreement with Stock Exchange etc.

RISKS AND CONCERNS

The investment industry in general faces the risk of re-entry and new entry of players and existence

of several unorganized regional players increasing the competition, which mainly affects the asset

quality. This is further characterized by captive NBFCs floated by other business houses. The ever-

existing systemic and delinquency risks and fluctuations in interest rates and risk weight make the

companies more vulnerable. Deployment of funds in sensitive and volatile sectors increases the risk

exposure while concentration risk increases dependency.


COMPLIANCE WITH CODE OF BUSINESS CONDUCT AND ETHICS

To,

The Members

Apoorva Leasing Finance & Investment Company Limited

As provided under SEBI (LODR) Regulation, 2015, the Board Members and the Senior Management

Personnel have confirmed compliance with the Code of Conduct and Ethics for the year ended March

31st

, 2016.



Sd/-

Atul Singh Tyagi

Managing Director

Date:03rd

September 2016

Place:Noida


DECLARATION BY THE MANAGING DIRECTOR UNDER Regulation 34 OF THE LISTINGAGREEMENT

To,

The Members


I hereby declare that all the Directors and the designated employees in the senior management of the

Company have affirmed compliance with their respective codes for the Financial Year ended March

31, 2016.



Sd/-

Atul Singh Tyagi

Managing Director

Date:03rd

September 2016

Place: Noida


CERTIFICATION BY CEO/MD/CFO UNDER Regulation 17(8) of the SEBI Listing Regulations, 2015

The Board of Directors,


We have reviewed the financial statements and the cash flow statement of Apoorva Leasing Finance

& Investment Company Limited for the year ended March 31, 2016 and to the best of our knowledge

and belief:

(a) (i) these statements do not contain any materially untrue statement or omit any material fact

or contain statements that might be misleading;

(ii) these state e ts togethe p ese t a t ue a d fai ie of the Co pa s affai s a d a e i compliance with existing Accounting Standards, applicable laws and regulations.

(b) There are, to the best of our knowledge and belief, no transactions entered into by the Company

du i g the ea hi h a e f audule t, illegal o iolati e of the Co pa s Code of Co duct.

(c) We accept responsibility for establishing and maintaining internal controls for financial reporting and

that we have evaluated the effectiveness of the internal control systems of the Company pertaining to

financial reporting and have disclosed to the Auditors and the Audit Committee, deficiencies in the

design or operation of such internal controls, if any, of which we are aware and the steps we have

taken or propose to take for rectifying these deficiencies.

(d) We have indicated to the Auditors and the Audit Committee:

(i) significant changes in internal control over financial reporting during the year;

(ii) significant changes in accounting policies made during the year and the same have been

disclosed in the notes to the financial statements; and

(iii) instances of significant fraud of which we have become aware and the involvement therein,

if any, of the a age e t o a e plo ee ha i g a sig ifi a t ole i the Co pa s i te al o t ol system over financial reporting.

Sd/-

Atul Singh Tyagi

Managing Director cum CFO

Date:03rd

September 2016

Place:Noida


AUDITORS CERTIFICATE OF CORPORATE GOVERNANCE

To,

The Members,


We have examined the compliance of conditions of Corporate Governance by Apoorva Leasing Finance &

Investment Company Limited, for the financial years ended March 31st

, 2016 as stipulated in Regulation

34(3) of SEBI Listing regulations, 2015 of the said Company with the Stock Exchange(s).

The compliance of conditions of Corporate Governance is the responsibility of the management. Our

examination was limited to procedures and implementation thereof, adopted by the Company for ensuring

the compliance of the conditions of the Corporate Governance. It is neither an audit nor an expression of

opinion on the financial statements of the Company.

In our opinion, and to the best of our information and according to the explanations given to us, we certify

that the Company has complied with the conditions of Corporate Governance as stipulated in the

abovementioned Listing Agreement.

We further state that such compliance is neither an assurance as to the future viability of the Company nor

the efficiency or effectiveness with which the management has conducted the affairs of the Company.

ForVinod Vishal & Co.

Chartered Accountant

(Registration No. 09112N)

Sd/-

CA VinodVIshal

Partner

Membership No. 083418

Date: 03rd

September, 2016

Place: New Delhi


INDEPENDENT AUDITO‘ “ ‘EPO‘T

To

The Members of


Report on the standalone Financial Statements

We have audited the accompanying standalone financial statements of Apoorva Leasing Finance and

Investment Company Limited, which comprise the Balance Sheet as at March 31, 2016, the Statement of

Profit and Loss and Cash Flow Statement for the year then ended, and a summary of significant accounting

policies and other explanatory information.

Management's Responsibility for the Financial Statements

The Co pa s Boa d of Di e to s is espo si le fo the atte s stated i se tio of the Co pa ies A t, the A t ith espe t to the p epa atio a d p ese tatio of these fi a ial state e ts that give

a true and fair view of the financial position, financial performance and cash flows of the Company in

accordance with the accounting principles generally accepted in India, including the Accounting Standards

specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014. This

responsibility also includes the maintenance of adequate accounting records in accordance with the

provision of the Act for safeguarding of the assets of the Company and for preventing and detecting the

frauds and other irregularities; selection and application of appropriate accounting policies; making

judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of

adequate internal financial control, that were operating effectively for ensuring the accuracy and

completeness of the accounting records, relevant to the preparation and presentation of the standalone

financial statements that give a true and fair view and are free from material misstatement, whether due to

fraud or error.

Auditor's Responsibility

Our responsibility is to express an opinion on these standalone financial statements based on our audit.

We have taken into account the provisions of the Act, the accounting and auditing standards and matters

which are required to be included in the audit report under the provisions of the Act and the Rules made

there under.

We conducted our audit in accordance with the Standards on Auditing specified under section 143(10) of the

Act. Those Standards require that we comply with ethical requirements and plan and perform the audit to

obtain reasonable assurance about whether the standalone financial statements are free from material

misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the

sta dalo e fi a ial state e ts. The p o edu es sele ted depe d o the audito s judg e t, i ludi g the assessment of the risks of material misstatement of the standalone financial statements, whether due to

fraud or error. In making those risk assessments, the auditor considers internal financial control relevant to

the Co pa s p epa atio of the sta dalo e fi a ial state e ts that gi e t ue a d fai ie , i o de to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an

opinion on whether the Company has in place an adequate internal financial controls system over financial

reporting and operating effectiveness of such controls. An audit also includes evaluating the appropriateness

of a ou ti g poli ies used a d the easo a le ess of the a ou ti g esti ates ade Co pa s Directors, as well as evaluating the overall presentation of the standalone financial statements.


We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis

for our audit opinion on the standalone financial statements.

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the

aforesaid standalone financial statements give the information required by the Act in the manner so

required and give a true and fair view in conformity with the accounting principles generally

accepted in India of the state of affairs of the Company as at 31st

March 2016, its profit/loss and its

cash flows for the year ended on that date.

Report on Other Legal and Regulatory Requirement

1. As e ui ed the Co pa ies Audito s ‘epo t O de , the O de issued the Central Government of India in terms of sub-section (11) of section 143 of the Act, we give in

the Annexure a statement on the matters Specified in paragraphs 3 and 4 of the Order, to the

extent applicable.

2. As required by section 143(3) of the Act, we report that:

a) We have sought and obtained all the information and explanations which to the best of our

knowledge and belief were necessary for the purposes of our audit.

b) In our opinion proper books of account as required by law have been kept by the Company

so far as it appears from our examination of those books.

c) The Balance Sheet, the Statement of Profit and Loss, and Cash Flow Statement dealt with by

this Report are in agreement with the books of account maintained for the purpose of

preparation of these standalone financial statements.

d) In our opinion, the aforesaid standalone financial statements comply with the Accounting

Standards specified under Section 133 of the Act, read with Rule 7 of the Companies

(Accounts) Rules, 2014.

e) On the basis of written representations received from the directors as on 31 March, 2016,

taken on record by the Board of Directors, none of the directors is disqualified as on 31

March, 2016, from being appointed as a director in terms of Section 164(2) of the Act.

f) With respect to the adequacy of the internal financial controls over financial reporting of

the Company and the operatingeffectiveness of such controls, refer to our separate Report

i A e u e B . Ou epo t e p esses a u odified opi io o the ade ua a d ope ati g effe ti e ess of the Co pa s internal financial controls over financial reporting.

g) In our opinion and to the best of our information and according to the explanations given to

us, e epo t as u de ith espe t to othe atte s to e i luded i the Audito s ‘epo t in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014:


i. The Company has disclosed the impact of pending litigation on its financial position in

its standalone financial statement as referred to in note no. 9 of the financial

statement.

ii. The Company did not have any long-term contracts including derivatives contracts for

which there were any material foreseeable losses.

iii. There were no amounts which required to be transferred by the Company to the

Investor Education and Protection Fund.

For Vinod Vishal & Co.

Chartered Accountants

FRN: 09112N

Sd/-

Vinod Gupta

(Proprietor)

Membership No. : 083418

Place: New Delhi

Date: 30th May, 2016


Annexure-A to audit report for F.Y.2015-16

M/sApoorva Leasing Finance and Investment Company Limited

(‘efe ed to i pa ag aph u de ‘epo t o Othe Legal a d ‘egulato ‘e ui e e ts se tio of ou epo t of even date)

‘eport o Co pa ies Auditor s ‘eport Order, 6 the Order issued y the Central Government in

ter s of “e tio of the Co pa ies A t, the A t of Apoorva Leasing Finance and Investment

Company Limited the Co pa y

(i) (a) The company has no fixed assests, hence the provision of Clause3(i) of the order is not

applicable to the company.

(ii) (a) As explained to us, and in our opinion, the company does not have any inventories at the

end of the year ,with regard to this given compliances are not applicable to the company

(iii) (a) According to our audit procedure and on the basis of information& explanations given to us,

the company has granted unsecured loans to parties covered in the register maintained

under section 189 of the Companies Act.

(b) The receipt of the principal amount and interest are also regular of the loans given as

mentioned above.

(c) I ie of a o e, ot appli a le to the o pa .

(iv) In our opinion and according to the information and explanations given to us, the company has not

granted any loans to parties covered under the provisions of section 185 ,however the company

have made, investments during the year while complying with the provisions of section I86 of the

Companies Act, 2013

(v) The Company has not accepted deposits during the year and does not have any unclaimed deposits

as at March 31, 2016 and therefore, the provisions of the clause 3 (v) of the Order are not applicable

to the Company.

(vi) According to the information and explanations given to us, the Central Government has not

prescribed maintenance of cost records under sub section 1 of section 148 of the Companies Act, in

respect of any of the products of the company.

(vii) (a) According to the information and explanations given to us, the company is regular in

depositing with appropriate authorities undisputed statutory dues including provident fund,

e plo ee s state i su a e, i o e ta , sales ta , ealth ta , “e i e Ta , usto dut , excise duty, cess and other material statutory dues applicable to it.According to the

information and explanations given to us, no undisputed amounts payable in respect of the

above were in arrears as at March 31, 2016 for a period of more than six months from the

date on when they become payable.

(b) According to the information and explanation given to us, there is pending income tax

demand of Rs 60,02,240/-. The demand was raised by the Income tax Department for A.Y.

2012-13. The appeal against demand before CIT (A) is still pending. The same has not been

deposited on account of dispute.

(viii) In our opinion and according to the information and explanations given to us, the company has not

defaulted in repayment of dues to a financial institution, bank or debentures and other securities


(ix) In our opinion and according to the information and explanations given to us, the company has not

defaulted in repayment of dues to a financial institution, bank or debentures and other securities.

(x) According to our audit procedure and the information and explanations given by the management,

the company has not raised moneys by way of initial public offer or further public offer including

debt instruments and term Loans. Accordingly, the provisions of clause 3 (ix) of the Order are not

applicable to the Company

(xi) According to the information and explanations given to us, no fraud on or by the company has been

noticed or reported during the course of our audit.

(xii) In our opinion and according to the information and explanations given to us, the Company has paid

/ provided managerialRemuneration in accordance with the requisite approvals mandated by the

provisions of Section 197 read with Schedule V to theAct.

(xiii) In our opinion and according to the information and explanations given to us, the Company is not a

Nidhi Company. Therefore, the paragraph 3(xii) of the Order is not applicable to the Company.

(xiv) According to the information and explanations given to us and based on our examination of the

records of the company, transactions with the related parties are in compliance with section 177 and

188 of Companies Act, 2013 and the details of such transactions have been disclosed in the

standalone Financial Statements as required by the applicable accounting standards.

(xv) During the year, the Company has not made any preferential allotment or private placement of

shares or fully or partlyconvertible debentures and hence reporting under clause 3(xiv) of the Order

is not applicable to the Company.

(xvi) According to the information and explanations given to us and based on our examination of the

records of the company, the company has not entered into any non-cash transactions with directors

or persons connected with him. Accordingly, paragraph 3 (xv) of the Order is not applicable to the

Company

(xvii) The company is not required to be registered under section 45 IA of the Reserve Bank of India Act,

1934 and accordingly.



FRN: 09112N

Sd/-

CA Vinod Gupta

(Proprietor)


Place: New Delhi

Date: 30/05/2016


ANNEXU‘E B TO THE INDEPENDENT AUDITO‘“ ‘EPO‘T

‘efe ed to i pa ag aph f u de ‘epo t o Othe Legal a d ‘egulato ‘e ui e e ts se tio of ou report of even date)

Report on the Internal Financial Controls Over Financial Reporting under Clause (i) of Sub-section 3 of

“e tio of the Co pa ies A t, the A t

We have audited the internal financial controls over financial reporting of Apoorva Leasing Finance and

I est e t Co pa Li ited the Co pa as of Ma h , i o ju tio ith ou audit of the standalone financial statements of the Company for the year ended and as on that date.

Ma age e t s ‘espo si ility for I ter al Fi a ial Co trols

The Co pa s a age e t is espo si le fo esta lishi g a d ai tai i g i te al fi a ial o t ols ased on the internal control over financial reporting criteria established by the Company considering the essential

components of internal control stated in the Guidance Note on Audit of Internal Financial Controls over

Fi a ial ‘epo ti g issued the I stitute of Cha te ed A ou ta ts of I dia the Guida e Note . These responsibilities include the design, implementation and maintenance of adequate internal financial controls

that were operating effectively for ensuring the orderly and efficient conduct of its business, including

adhe e e to Co pa s poli ies, the safegua di g of its assets, the prevention and detection of frauds and

errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable

financial information, as required under the Act.

Auditors ‘espo si ility

Our responsibilit is to e p ess a opi io o the Co pa s i te al fi a ial o t ols o e fi a ial reporting based on our audit. We conducted our audit in accordance with the Standards on Auditing

prescribed under Section 143(10) of the Act and the Guidance Note, to the extent applicable to an audit of

internal financial controls. Those Standards and the Guidance Note require that we comply with the ethical

requirements and plan and perform the audit to obtain reasonable assurance about whether adequate

internal financial controls over financial reporting was established and maintained and if such controls

operated effectively in all material respects.

Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal

financial controls system over financial reporting and their operating effectiveness. Our audit of internal

financial controls over financial reporting included obtaining an understanding of internal financial controls

over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the

design and operating effectiveness of internal control based on the assessed risk. The procedures selected

depe d o the audito s judg e t, i ludi g the assess e t of the isks of ate ial isstate ent of the

standalone financial statements, whether due to fraud or error.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our

audit opi io o the Co pa s i te al fi a ial o t ols s ste o e financial reporting.

Meaning of Internal Financial Controls over Financial Reporting

A o pa s i te al fi a ial o t ol o e fi a ial epo ti g is a p o ess desig ed to p o ide easo a le assurance regarding the reliability of financial reporting and the preparation of financial statements for

e te al pu poses i a o da e ith ge e all a epted a ou ti g p i iples. A o pa s i te al financial control over financial reporting includes those policies and procedures that (1) pertain to the

maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and


dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as

necessary to permit preparation of financial statements in accordance with generally accepted accounting

principles, and that receipts and expenditures of the companyare being made only in accordance with

authorizations of management and directors of the company; and (3) provide reasonableassurance regarding

p e e tio o ti el dete tio of u autho ized a uisitio , use, o dispositio of the o pa s assets that could have a material effect on the financial statements.

Inherent Limitations of Internal Financial Controls over Financial Reporting

Because of the inherent limitations of internal financial controls over financial reporting, including the

possibility of collusion or improper management override of controls, material misstatements due to error or

fraud may occur and not be detected. Also, projections of any evaluation of the internal financial controls

over financial reporting to future periods are subject to the risk that the internal financial controls over

financial reporting may become inadequate because of changes in conditions, or that the degree of

compliance with the policies or procedures may deteriorate.

Opinion

In our opinion, to the best of our information and according to the explanations given to us, the Company

has, in all material respects, an adequate internal financial controls system over financial reporting and such

internal financial controls over financial reporting were operating effectively as at March 31, 2016, based on

the internal control over financial reporting criteria established by the Company considering the essential

components of internal control stated in the Guidance Note.



FRN: 09112N

Sd/-

Vinod Gupta

(Proprietor)


Place: New Delhi

Date: 30th May, 2016


Standalone Balance Sheet as at

31st March 2016 in rupees

Note No. As at

31st March 2016

As at

31st March 2015

EQUITY AND LIABILITIES

Shareholder's funds

Share capital 2 19,97,49,000.00 19,97,49,000.00

Reserves and surplus 3 98,23,38,907.00 97,90,51,753.00

Money received against share warrants

1,18,20,87,907.00 1,17,88,00,753.00

Share application money pending allotmen

Non-current liabilities

Long-term borrowings

Deferred tax liabilities (Net) 4 7,763.00 7,763.00

Other long term liabilities

Long-term provisions

7,763.00 7,763.00

Current liabilities

Short-term borrowings 5 4,57,177.00

Trade payables 6 45,797.00 41,498.00

Other current liabilities 7 5,15,997.00 11,60,115.00

Short-term provisions 8 11,68,304.00 2,40,686.00

21,87,275.00 14,42,299.00

TOTAL 1,18,42,82,945.00 1,18,02,50,815.00

ASSETS

Non-current assets

Fixed assets

Tangible assets

Intangible assets

Capital work-in-Progress

Intangible assets under development

Non-current investments 9 26,87,86,207.00 16,25,59,047.00

Deferred tax assets (net)

Long-term loans and advances

Other non-current assets

26,87,86,207.00 16,25,59,047.00

Current assets

Current investments

Inventories 10 2,09,43,549.00

Trade receivables 11 4,21,198.00 1,35,758.00

Cash and cash equivalents 12 35,81,94,991.00 45,41,85,904.00

Short-term loans and advances 13 55,66,56,167.00 54,22,23,598.00


Other current assets 14 2,24,382.00 2,02,959.00

91,54,96,738.00 1,01,76,91,768.00

TOTAL 1,18,42,82,945.00 1,18,02,50,815.00

SIGNIFICANT ACCOUNTING POLICIES &

NOTES TO THE ACCOUNTS 1

The accompanying notes are an integral part of the financial statements.

As per our report of even date


Chartered Accountants For and on behalf of the Board of Directors

(FRN: 09112N)

Sd/- Sd/- Sd/-

Vinod Gupta ATUL SINGH TYAGI DEEPALI

Proprietor Managing DIRECTOR/CFO DIRECTOR

Membership No.: 083418 DIN: 01335008 DIN: 07171343

Place:New Delhi

Date: 30/05/2016


Statement of Profit and loss for the year ended 31st March 2016

Note

No.

31st March

2016

31st March

2015

Revenue

Revenue from operations 15 3,27,58,736.00 26,06,484.00

Less: Excise duty

Net Sales 3,27,58,736.00 26,06,484.00

Other income 16 6,79,967.00 8,53,610.00

Total revenue 3,34,38,703.00 34,60,094.00

Expenses

Cost of material Consumed

Purchase of stock-in-trade 17 16,11,516.00 -

Changes in inventories 18 2,09,43,549.00 -

Employee benefit expenses 19 45,43,958.00 87,831.00

Finance costs 20 2,88,446.00 87,777.00

Depreciation and amortization expenses 21 0.00 20,198.00

Other expenses 22 15,95,776.00 21,79,433.00

Total expenses 2,89,83,245.00 23,75,239.00

Profit before exceptional, extraordinary and prior period items and tax 44,55,458.00 10,84,855.00

Exceptional items

Profit before extraordinary and prior period items and tax 44,55,458.00 10,84,855.00

Extraordinary items

Prior period item

Profit before tax 44,55,458.00 10,84,855.00

Tax expenses

Current tax 23 11,68,304.00 2,40,686.00

Deferred tax 0.00 7,763.00

Excess/short provision relating earlier year tax

Profit(Loss) for the period 32,87,154.00 8,36,406.00

BasicEarning per share

Before extraordinary Items 0.16 0.04

After extraordinary Adjustment 0.16 0.04

DilutedEarning per share

Before extraordinary Items 0.16 0.04

After extraordinary Adjustment 0.16 0.04

SIGNIFICANT ACCOUNTING POLICIES & NOTES TO THE ACCOUNTS 1

As per our report of even date


Chartered Accountants For and on behalf of the Board of Directors

(FRN: 09112N)

Sd/- Sd/- Sd/-

Vinod Gupta ATUL SINGH TYAGI DEEPALI

Proprietor Managing DIRECTOR/CFO DIRECTOR

Membership No.: 083418 DIN: 01335008 DIN: 07171343


Notes to Financial statements for the year ended 31st March 2016

The previous year figures have been regrouped / reclassified, wherever necessary to conform to the

current year presentation.

Note1: SIGNIFCANT ACCOUTING POLICIES

(a) Basis for preparation of Financial Statements:

The financial Statement have been prepared inconformity with generally accepted accounting principle to

comply in all material respect with the notified accounting standards as prescribed section 133 of the

o pa ies A t, the A t ead ith ule of Co pa ies A ou ts ‘ules, . The financial statements have been prepared under the historical cost convention on an accrual basis. The

accounting policies have been consistently applied by the company and are consistent with those used in the

previous year. The company adopts accrual system of accounting unless otherwise stated.

(b) Use of Estimates

The preparation of financial statements in conformity with generally accepted accounting principles requires

management to make estimates and assumptions that affect the reported amounts of assets and liabilities and

disclosure of contingent liabilities at the date of the financial statements and the result of operations during the

eposti g ea e d. Although these esti ates a e ased upo a age e t s est k o ledge of u e t e e ts and actions, actual result could differ from these estimates. Any revisions to the accounting estimates are

recognized prospectively in the current and future years.

(c) Fixed Assets

The Company has no Fixed Assets.

(d) Depreciation & Impairment of Assets

The company has no any Fixed Assets. Hence Depreciation on fixed assets has not been provided.

(e) Investment

Long-term investments are stated at cost. Provision of diminution in the value of long-term investments is

made only if such a decline is other than temporary in the opinion of the management. As in case of Apoorva

Leasing Finance & Investments Company Limited such decline is presumed to be temporary hence no

provision has been created.

(f) Accounting of Inventories:

Stock in trade to be valued at cost or market price whichever is lower. The company has no inventory at

balance sheet date.

(g) Employee Benefits


The company has liability only on account of short term employee benefits to employees like Salary, wages

which is accounted as expenses in the year of payment. As per Management, there is no liability of the

company on account of Gratuity.

(h)Revenue Recognition

(i) Loan Income

In respect of loan, the income is accrued by applying the impact rate in the transaction on declining

balance on the amount financed for the period of the agreement.

(ii) Dividendincomeoninvestments isaccountedforasandwhentherighttoreceivethesameisestablished.

(i) Provisions, contingents Liabilities and contingent Assets

(i) A Provision is recognized when the company has present obligation as a result of past event and it is

probable that outflow of resources will be required to settle the obligation and in respect of which a reliable

estimate can be made. Provisions are not discounted to their present value and are determined based on best

estimate required to settle the obligation at the balance sheet date. These are reviewed at each balance sheet

date and adjusted to reflect the current best estimates.

(ii) Contingent Liabilities are disclosed separately by way of note to financial statements after careful evaluation

by the managements of the facts and legal aspects of the matter involved in case of:

(a) At present obligation arising from the past event, when it is not probable that an outflow of

resources will be required to settle the obligation.

(b) A possible obligation, unless the probability of outflow of resources is remote.

(iii) Contingent Assets are neither recognized, nor disclosed in the financial statements.

(j) Taxation

Provisions for current tax is made in accordance with and at the rates specified under the Income Tax Act, 1961, in

accordance with Accounting Standard 22- A ou ti g fo ta es o I o e , issued the I stitute of Cha te ed Accountant of India.

(k) Earning per share

Basic earning per share is calculated by dividing the net profit or loss for the year attributable to equity

shareholders (after deducting attributable taxes) by the weighted averages number of equity shares

outstanding during the year.

For the purpose of calculating diluted earning per share, the net profit or loss for the year attributable to equity

shareholders and the weighted average number of shares outstanding during the year are adjusted for the

effects of all diluted potential equity shares.

(l) Cash and Cash Equivalents

Cash and cash equivalents in the cash flow statements comprise cash at bank and in hand and highly liquid

investments that are readily convertible into known amount of cash.

NOTES TO THE FINANCIAL STATEMENTS


1. Previous year figures have been reworked, regrouped, & reclassified wherever necessary to confirm to the

current year presentation.

2. Balancestandingtodebit&creditofpartiesaresubjecttoconfirmation.

3. In the opinion of Board of Director, the current Assets, loans & advances have a value on realization in the

ordinary course of business at least equal to the amount at which these are stated.

4. The company has invested in Fixed deposit during the year The closing balance of Fixed Deposit is

Rs.29,48,65,803/-, and is part of Cash & Cash equivalents and further the fixed Deposit are easily marketable

Assets.

5. During the year, the company has traded in Derivatives, and the company has to suffered loss of `5,03,34,232/-

.Actually these trading are in futures & options segment of the commodity, and as per the prescribed

provision,these transactions could not be treated as trading. And the whole loss arising through trading in

futu es& optio s seg e t should e take i to o side atio di e tl Ma ked to a ket .

6. The o pa s usi ess a ti it falls within two primary/ secondary business segment viz.Financing&

De i ati es A ti it a d the i o e a d e pe ses ould t e ifu ate of oth a ti it he e The dis losu e requirement of Accounting standard (AS) - “eg e t ‘epo ti g issued the I stitute of chartered

Accountants of India, is not applicable.

7. Related Party Disclosure:

As per Accounting Standard 18 on related Party disclosure issued by the Institute of chartered Accountants of

India, there is some related Party transaction during the year. The disclosure of related party transactions are

as follows.

A. Related party Transaction

Nature of

Transaction

Holding Subsidiaries Associate KMP Director

Remuneration 8,44,425 2,09,000

Loans Taken 74,00,000

Interest Paid 1,57,177

Purchase of

Shares

54,00,000 25,94,50,000

B. Related parties & Their Relationships

1) Subsidiary

a) Yukati E Services Limited

b) Cloud Business Advisory Limited

c) Summer Infotech Pvt. Ltd.


2) Associate

a) Antriksh Stocks and Shares Brokers Pvt. Ltd.

b) Avancer Infrasolution Pvt. Ltd.

c) Space Height Construction Pvt. Ltd.

d) De Beers Jewels Pvt. Ltd.

e) Bel Di Jewels Pvt. Ltd.

3) Key Management Personnel

a) Atul Singh Tyagi

b) Bharat Bhushan

4) Director

a) Deepali

C. Disclosure of Transaction with Related Party

Remuneration

Atul Singh Tyagi 6,00,000

Bharat Bhushan 2,44,425

Deepali 2,09,000

Loans Taken


Interest Paid


Purchase of Shares

Yukati E Services Limited 30,00,000

Cloud Business Advisory Limited 1,00,000

Summer Infotech Pvt. Ltd. 23,00,000

Antriksh Stocks and Shares Brokers Pvt. Ltd. 2,00,000

AvancerInfrasolution Pvt. Ltd. 80,00,000

Space Height Construction Pvt. Ltd. 7,50,000

De Beers Jewels Pvt. Ltd. 5,00,000

Bel Di Jewels Pvt. Ltd. 25,00,0000

8. Ea i g pe “ha e A“- issued the I stitute of ha te ed A ou ta ts of I dia:

Particulars

Year ended

March 31, 2016

(A) Profit after taxation as Statement of Profit and Loss (in

Rupees)

32,87,154

(B) Weight Average number of equity Shares outstanding

during the year

19,974,900


(C) Nominal value of Equity shares (in rupees) 10.00

(D) Basic Earning per Share 0.16

(E) Diluted Earning per share 0.16

9. Payment to Auditor 2015 – 20162014 - 2015

Audit Fee 6,900/- 6,742/-

10. Contingent Liabilities & Pending Litigation

There is a pending Income Tax Demand of Rs. 60,02,240/-. The demand was raised by department for A.Y.

2012-13. The appeal against demand before CIT (A) is still pending. The management is hopeful to get relieved

from demand.

11. There are no micro, Small and Medium Enterprises, to whom the Company owes dues which outstanding for

more than 45 days as at 31st

March 2016. This information as required to be disclosed under the micro, small

and medium Development Act, 2006 has been determined to the extent such parties have been identified on

the basis of information available with company.



(FRN: 09112N)


Sd/-

VINOD GUPTA

Proprietor

Membership No.: 083418

Place: New Delhi

Date: 30/05/2016

Sd/-

ATUL SINGH TYAGI

MANAGING DIRECTOR / CFO

DIN: 01335008

Sd/-

DEEPALI

DIRECTOR

DIN: 07171343


Note No. 2 Share Capital

Particulars As at 31st

March 2016

As at 31st

March 2015

Authorised :

20000000 (31/03/2015:20000000) Equity shares of Rs. 10.00/- par value 20,00,00,000.00 20,00,00,000.00

Issued :


Subscribed and paid-up :


Total 19,97,49,000.00 19,97,49,000.00

Reconciliation of the Shares outstanding at the beginning and at the end of the reporting period

Equity shares

As at 31st

March 2016 As at 31st

March 2015

No. of Shares Amount No. of Shares Amount

At the beginning of the period 1,99,74,900 19,97,49,000.00 1,99,74,900 19,97,49,000.00

Issued during the Period Nil Nil Nil Nil

Redeemed or bought back during the period Nil Nil Nil Nil

Outstanding at end of the period 1,99,74,900 19,97,49,000.00 1,99,74,900 19,97,49,000.00

Right, Preferences and Restriction attached to shares

Equity shares

The company has only one class of Equity having a par value Rs. 10.00 per share. Each shareholder is eligible for one vote

per share held. The dividend proposed by the board of directors is subject to the approval of the shareholders in ensuing

Annual General Meeting, except in case of interim dividend. In the event of liquidation, the Equity shareholders are eligible

to receive the remaining assets of the company after distribution of all preferential amounts, in proportion to their

shareholding.

Details of shareholders holding more than 5% shares in the company

Type of Share Name of Shareholders

As at 31st March 2016 As at 31st March 2015

No. of

Shares

% of

Holding

No. of

Shares

% of

Holding

Equity [NV: 10.00 ] Eagle InfratechPvt.Ltd. Nil Nil 15,23,800 7.63

Equity [NV: 10.00 ] Lotus Realcon Pvt. ltd. Nil Nil 16,19,000 8.11

Equity [NV: 10.00 ] Lovely Securities Pvt. Ltd. 13,94,500 6.98 13,94,500 6.98

Equity [NV: 10.00 ] Mani Mala Delhi Properties Pvt. Ltd. Nil Nil 17,11,200 8.57

Equity [NV: 10.00 ] VIP Leasing and Finance Pvt. Ltd. Nil Nil 15,95,200 7.99

Equity [NV: 10.00 ] Virgin Capital Services Pvt. ltd. 16,90,500 8.46 16,90,500 8.46

Equity [NV: 10.00 ] AVAIL FINANCIAL SERVICES PVT LTD 26,88,800 13.46 Nil Nil

Equity [NV: 10.00 ] TRANSNATIONAL GROWTH FUND LTD 21,71,000 10.87 Nil Nil

Equity [NV: 10.00 ] SRI ENDRASH INVESTMENT AND FINANCE

PVT LTD 22,06,000 11.04 Nil Nil


Equity [NV: 10.00 ] HILLRIDGE INVESTMENTS LIMITED 10,18,000 5.10 Nil Nil

Total: 1,11,68,800 55.91 95,34,200 47.74

Note No. 3 Reserves and surplus


March 2016

As at 31st

March 2015

Profit loss account

Opening Balance (1,98,13,747.00) (6,50,153.00)

Add: Profit for the year 32,87,154.00 8,36,406.00

Less : Deletion during the year 2,00,00,000.00

Closing Balance (1,65,26,593.00) (1,98,13,747.00)

Securities premium

Opening Balance 99,88,65,500.00 99,88,65,500.00

Add: Addition during the year

Less : Deletion during the year

Closing Balance 99,88,65,500.00 99,88,65,500.00

Balance carried to balance sheet 98,23,38,907.00 97,90,51,753.00

Note No. 4 Deferred Tax


March 2016

As at 31st

March 2015

Deferred tax liability

Deferred tax liability depreciation 7,763.00 7,763.00

Gross deferred tax liability 7,763.00 7,763.00

Deferred tax assets

Deferred tax asset employee benefits Nil Nil

Gross deferred tax asset Nil Nil

Net deferred tax liability 7,763.00 7,763.00

Note No. 5 Short-term borrowings


March 2016

As at 31st

March 2015

Loans and Advances from related parties

Loans directors Unsecured 4,57,177.00 -

4,57,177.00 -

The Above Amount Includes

Unsecured Borrowings 4,57,177.00 -

Total 4


Note No. 6 Trade payables


March 2016

As at 31st

March 2015

Globe Capital Market Limited 16,282.00

Saimaa Consultants LLP 29,515.00 29,515.00

Aarambh Finance Pvt. Ltd. 11,983.00

Total 45,797.00 41,498.00

Note No. 7 Other current liabilities


March 2016

As at 31st

March 2015

Others payables

Other current liabilities, others 5,15,997.00 11,60,115.00

5,15,997.00 11,60,115.00

5,15,997.00 11,60,115.00

Note No. 8 Provisions in rupees

Particulars As at 31st March 2016 As at 31st March 2015

Long-term Short-term Total Long-term Short-term Total

Other provisions

Current tax provision - 11,68,304.00 11,68,304.00 - 2,40,686.00 2,40,686.00

11,68,304.00 11,68,304.00 - 2,40,686.00 2,40,686.00

Total 11,68,304.00 11,68,304.00 - 2,40,686.00 2,40,686.00

Note No. 9 Non-current investments


March 2016

As at 31st

March 2015

Investment Properties

In Others

Narela Property (At cost) 8,86,207.00 8,86,207.00

Trade Investment(Valued at cost unless stated otherwise)

Other non-current investments (Quoted)

In Others

Other investments long-term quoted trade (At cost) 25,50,000.00 -

25,50,000.00 -

Non-Trade Investment(Valued at cost unless stated otherwise)

Investments in equity Instruments (Unquoted)

In Others

Investment in other Indian companies equity instruments unquote

trade (At cost) 5,00,000.00 16,16,72,840.00

Investment in subsidiaries unquoted non-trade (At cost) 54,00,000.00 -

Investment in Associates (At cost) 25,94,50,000.00 -

26,53,50,000.00 16,16,72,840.00


Gross Investment 26,87,86,207.00 16,25,59,047.00

Net Investment 26,87,86,207.00 16,25,59,047.00

Aggregate amount of quoted investments (Market Value:0)

(2015:0) 25,50,000.00 -

Aggregate amount of unquoted investments 26,62,36,207.00 16,25,59,047.00

Note No. 10 Inventories


March 2016

As at 31st

March 2015

(Valued at cost or NRV unless otherwise stated)

Inventories other - 2,09,43,549.00

Total 2,09,43,549.00

Note No. 11 Trade receivables


March 2016

As at 31st

March 2015

Less than six months

Unsecured, Considered Good 4,21,198.00 1,35,758.00

Total 4,21,198.00 1,35,758.00

Total 4,21,198.00 1,35,758.00

Note No. 12 Cash and cash equivalents


March 2016

As at 31st

March 2015

Balance with banks

Fixed deposits with banks 29,48,65,803.00 44,23,30,733.00

Other balances with banks 5,88,61,476.00 78,53,097.00

Total 35,37,27,279.00 45,01,83,830.00

Cheques,drafts on hand

Cheques,drafts on hand 1,38,12,292.00

Cheques,drafts on hand (1,11,71,983.00)

Total 26,40,309.00

Cash in hand

Cash in hand 18,27,403.00 40,02,074.00

Total 18,27,403.00 40,02,074.00

Total 35,81,94,991.00 45,41,85,904.00

Note No. 13 Loans and advances

Particulars As at 31

stMarch 2016

As at 31

stMarch 2015

Long-termShort-term Long-term Short-Term


Other loans and advances

Unsecured, considered good(Head) - 41,17,82,084.00 - 23,79,18,805.00

Tax deducted at source (Unsecured) - 48,07,564.00 - 18,19,239.00

Unsecured Deposits with statutory authorities - 18,41,411.00 - 6,85,554.00

Unsecured loans and advances value to be received

(Advance Against Property) - 13,82,25,108.00

- 30,18,00,000.00

55,66,56,167.00 - 54,22,23,598.00

Total - 55,66,56,167.00 - 54,22,23,598.00

Note No. 14 Other current assets


March 2016

As at 31st

March 2015

Other Assets

Any other assets 2,24,382.00 2,02,959.00

Total 2,24,382.00 2,02,959.00

Note No. 15 Revenue from operations

Particulars 31st

March 2016

31st

March 2015

Sale of products

SALE OF SHARES 2,11,52,733.00 -

SALE OF SUGAR 17,41,977.00 -

2,28,94,710.00 -

Other operating revenues

INTEREST ON FDR 3,31,07,782.00 1,56,91,400.00

INTEREST ON LOAN GIVEN 2,70,90,476.00 40,65,752.00

PROFIT/LOSS ON COMMODITY (3,26,45,555.00) (1,71,50,668.00)

PROFIT/LOSS ON FOREX (1,76,88,677.00) -

98,64,026.00 26,06,484.00

Gross revenue from operations 3,27,58,736.00 26,06,484.00

Note No. 16 Other income

Particulars 31

st

March 2016

31st

March 2015

Interest Income 5,430.00 -

Dividend Income 1,40,000.00 5,660.00

Net gain/loss on sale of investments 5,34,535.00 8,47,950.00

Other non-operating income

Round off 2.00 -

2.00 -

Total 6,79,967.00 8,53,610.00


Note No. 17 Purchase of stock-in-trade

Particulars 31st March 2016 31st March 2015

Purchase of Sugar 16,11,516.00 -

Total 16,11,516.00 -

Note No. 18 Changes in inventories


Inventory at the end of the year

other inventory 0.00 2,09,43,549.00

0.00 2,09,43,549.00

Inventory at the beginning of the year

other inventory 2,09,43,549.00 2,09,43,549.00

2,09,43,549.00 2,09,43,549.00

(Increase)/decrease in inventories

other inventory 2,09,43,549.00 -

2,09,43,549.00 -

Note No. 19 Employee benefit expenses


Salaries and Wages

Salary and wages 38,09,585.00 87,831.00

Director Remuneration 6,00,000.00 -

44,09,585.00 87,831.00

Staff welfare Expenses 1,34,373.00 -

Total 45,43,958.00 87,831.00

Note No. 20 Finance costs


Interest

Interest on short-term loans from others 2,78,556.00 87,777.00

Interest on TDS 9,890.00 -

2,88,446.00 87,777.00

Total 2,88,446.00 87,777.00

Note No. 21 Depreciation and amortization

expenses


Depreciation on tangible assets - 20,198.00

Total - 20,198.00


Note No. 22 Other expenses


Account Opening Charges 250.00 -

Advertising expenses 67,518.00 50,760.00

AMC charges 2,280.00 -

Audit fees 6,900.00 6,742.00

Bank charges 1,627.00 3,442.00

CDSL custodial Fee 51,525.00 -

Commodity Trading Expenses 1,11,693.00 2,41,786.00

Conveyance expenses 1,73,610.00 60,435.00

DEMAT Charges 2,761.00 -

Filing Fee 1,800.00 -

Listing Fee 2,51,900.00 3,51,528.00

Legal and professional expenses 3,18,542.00 13,01,824.00

NSDL Fee 1,140.00 -

Office Expenses 1,22,205.00 -

Office rent 57,500.00 -

Printing and stationery 31,275.00 54,807.00

Postage expenses 19,268.00 18,188.00

Registrar charges 26,182.00 -

Audit fees 8,500.00 -

Website expenses 1,032.00 8,000.00

Warehouse Charges 18,372.00 -

Festival Expenses 32,310.00 28,905.00

Repair and Maintenance 28,340.00 21,265.00

ROC Compliance charges 618.00 15,000.00

Bad debts written off 1,27,890.00 -

Misc. Expenses 1,30,738.00 16,751.00

Total 15,95,776.00 21,79,433.00

Note No. 23 Current tax


Current tax pertaining to current year 11,68,304.00 2,40,686.00

Total 11,68,304.00 2,40,686.00


INDEPENDENT AUDITO‘ “ ‘EPO‘T

To

The Members of


Report on the consolidated Financial Statements

We have audited the accompanying consolidated financial statements of Apoorva Leasing Finance and Investment

Co pa Li ited, he ei afte efe ed to as the Co pa its su sidia ies and its associates (the Company ,its

subsidiaries a d its asso iates togethe efe ed to as the G oup , o p isi g of the Co solidated Bala e “heet as at 31st March, 2016, the Consolidated Statement of Profit and Loss, for the year then ended and a summary of the

sig ifi a t a ou ti g poli ies a d othe e pla ato i fo atio he ei afte efe ed to as the o solidated fi a ial state e ts .

Management's Responsibility for the Financial Statements

The Co pa s Boa d of Di e to s is espo si le fo the preparation of these consolidated financial statements in-

te s of the e ui e e ts of the Co pa ies A t, the A t that gi e a t ue a d fai ie of the o solidated financial position and consolidated financial performance of the Group in accordance withthe accounting principles

generally accepted in India, including the Accounting Standards specified under Section 133 of the Act as applicable.

The respective Board of Directors of the Company,its subsidiaries and its associate companies are responsible for

maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of

the Group and for preventing and detecting frauds and other irregularities; selection and application of appropriate

accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation

and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and

completeness of the accounting records, relevant to the preparation and presentation of the consolidated financial

statements that give a true and fair view and are free from material misstatement, whether due to fraud or error,

which have been used for the purpose of preparation of these consolidated financial statements by the Board of

Directors of the Company.

Auditor's Responsibility

Our responsibility is to express an opinion on these consolidated financial statements based on our audit.

While conducting the Audit, We have taken into account the provisions of the Act, the accounting and auditing

standards and matters which are required to be included in the audit report under the provisions of the Act and the

Rules made there under.

We conducted our audit in accordance with the Standards on Auditing specified under section 143(10) of the Act. Those

Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable

assurance about whether the consolidated financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the

o solidated fi a ial state e ts. The p o edu es sele ted depe d o the audito s judg e t, i ludi g the assessment of the risks of material misstatement of the consolidated financial statements, whether due to fraud or


e o . I aki g those isk assess e ts, the audito o side s i te al fi a ial o t ol ele a t to the Co pa s preparation of the consolidated financial statements that give true and fair view, in order to design audit procedures

that are appropriate in the circumstances, but not for the purpose of expressing an opinion on whether the Company

has in place an adequate internal financial controls system over financial reporting and operating effectiveness of such

controls. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of

the a ou ti g esti ates ade Co pa s Di e to s, as ell as e aluati g the o e all presentation of the

consolidated financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit

opinion on the consolidatedfinancial statements.

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid

consolidatedfinancial statements give the information required by the Act in the manner so required and give a true

and fair view in conformity with the accounting principles generally accepted in India of the state of affairs of the

Company as at 31st

March 2016, and its profit/loss for the year ended on that date.

Other Matter

We did not audit the financial statements of 3 subsidiary and 5 Associate companies, whose financial statements reflect

totalassets of Rs. 161071438/- as at March 31, 2016 and total revenues of Rs. 9,89,484/- for the year ended on that

date, as considered in the consolidated financial statements. These financial statements have been audited by other

auditors whose reports have been furnished to us by the Management and our opinion on the consolidated financial

statements, in so far as it relates to the amounts and disclosures included in respect of these subsidiaries and

associates is based solely on the reports of the other auditors.

Our opinion on the consolidated financial statements, and our report on Other Legal and Regulatory requirements

below, is not modified in respect of the above matter with respect to our reliance on the work done and the reports of

the other auditors.

Report on Other Legal and Regulatory Requirement

1 As required by section 143(3) of the Act, we report to the extent applicable, that:

a) We have sought and obtained all the information and explanations which to the best of our knowledge and

belief were necessary for the purposes of our audit of the aforesaid consolidated financial statements.

b) In our opinion proper books of account as required by law relating to preparation of the consolidated financial

statements have been kept so far as it appears from our examination of those books and the reports of the

other auditors.

c) Theconsolidated Balance Sheet and the consolidated Statement of Profit and Loss, dealt with by this Report

are in agreement with the books of account maintained for the purpose of preparation of these consolidated

financial statements.


d) In our opinion, the aforesaid consolidatedfinancial statements comply with the Accounting Standards specified

under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014.

e) On the basis of the written representations received from the Directors of the Company as on March 31, 2016,

taken on record by the Board of Directors of the Company and the reports of the statutory auditors of its

subsidiaries and Associate companies incorporated in India, none of the Directors of the Group companies,

incorporated in India is disqualified as on March 31, 2016 from being appointed as a director in terms of

Section 164 (2) of the Act.

f) With respect to the adequacy of the internal financial controls over financial reporting and the operating

effe ti e ess of su h o t ols, efe to ou epo t i A e u e A , hi h is ased o the Audito s ‘epo ts of the Company and its subsidiaries and Associate companies incorporated in India. Our report expresses an

unmodified opinion on the adequacy and operating effectiveness of the internal financial controls over

financial reporting of the Company and its subsidiaries and Associate companies incorporated in India.

g) With espe t to the othe atte s to e i luded i the Audito s ‘epo t i a o da e ith ‘ule of the Co pa ies Audit a d Audito s ‘ules, , i ou opi ion and to the best of our information and according

to the explanations given to us:

i) The Group has disclosed the impact of pending litigations on its financial position in its financial

statement as referred to in note no.2.0 to the consolidated financial statement.

ii) The Group did not have any long-term contracts including derivatives contracts for which there were

any material foreseeable losses.

iii) There were no amounts which required to be transferred by the Companyand its subsidiariesand

Associate companies incorporated in India to the Investor Education and Protection Fund.



FRN: 09112N

Place: New Delhi Sd/-

Date: 30th May, 2016 Vinod Gupta

(Proprietor)



ANNEXU‘E A TO THE INDEPENDENT AUDITO‘“ ‘EPO‘T

‘efe ed to i pa ag aph f u de ‘epo t o Othe Legal a d ‘egulato ‘e ui e e ts se tio of ou epo t of e e date)

Report on the Internal Financial Controls Over Financial Reporting under Clause (i) of Sub-section 3 of Section 143 of

the Co pa ies A t, the A t

We have audited the internal financial controls over financial reporting of Apoorva Leasing Finance and Investment

Co pa Li ited the Co pa as of Ma h , i o junction with our audit of the consolidated financial

statements of the Company for the year ended and as on that date.

Ma age e t s ‘espo si ility for I ter al Fi a ial Co trols

The respective Board of Directors of the Compan,its subsidiaries and its associate companies incorporated in India, are

responsiblefor establishing and maintaining internal financial controls based on the respective internal control over

financial reporting criteria established by the Company ,its subsidiaries and its associate companies incorporated in

India considering the essential components of internal control stated in the Guidance Note on Audit of Internal

Fi a ial Co t ols O e Fi a ial ‘epo ti g issued the I stitute of Cha te ed A ou ta ts of I dia the Guida e Note . These espo si ilities i lude the desig , i ple e tatio a d ai te a e of ade uate i te al fi a ial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including

adherence to the respective co pa s poli ies, the safegua di g of its assets, the p e e tio a d dete tio of f auds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial

information, as required under the Act.

Auditors ‘espo si ility

Ou espo si ilit is to e p ess a opi io o the Co pa s i te al fi a ial o t ols o e fi a ial epo ti g asedo our audit. We conducted our audit in accordance with the Standards on Auditing prescribed under Section 143(10) of

the Act and the Guidance Note, to the extent applicable to an audit of internal financial controls over financial

reporting. Those Standards and the Guidance Note require that we comply with the ethical requirements and plan and

perform the audit to obtain reasonable assurance about whether adequate internal financial controls over financial

reporting was established and maintained and if such controls operated effectively in all material respects.

Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls

system over financial reporting and their operating effectiveness. Our audit of internal financial controls over financial

reporting included obtaining an understanding of internal financial controls over financial reporting, assessing the risk

that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control

ased o the assessed isk. The p o edu es sele ted depe d o the audito s judg e t, including the assessment of the

risks of material misstatement of the financial statements, whether due to fraud or error.

We believe that the audit evidence we have obtained and the audit evidence obtained by the other auditors of the

subsidiaries and associate companies incorporated in India, in terms of their reports referred to in the Other Matter

pa ag aph elo , is suffi ie t a d app op iate to p o ide a asis fo ou audit opi io o the Co pa s i te al financial controls system over financial reporting.


Meaning of Internal Financial Controls over Financial Reporting

A o pa s i te al fi a ial o t ol o e fi a ial epo ti g is a p o ess desig ed to p o ide easo a le assuranceregarding the reliability of financial reporting and the preparation of financial statements for external

pu poses i a o da e ith ge e all a epted a ou ti g p i iples. A o pa s i te al fi a ial o t ol o e financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in

reasonabledetail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2)

provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements

in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are

being made only in accordance with authorizations of management and directors of the company; and (3) provide

reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the

o pa s assets that ould ha e a ate ial effe t o the fi a ial state e ts.

Inherent Limitations of Internal Financial Controls over Financial Reporting

Because of the inherent limitations of internal financial controls over financial reporting, including the possibility of

collusion or improper management override of controls, material misstatements due to error or fraud may occur and

not be detected. Also, projections of any evaluation of the internal financial controls over financial reporting to future

periods are subject to the risk that the internal financial controls over financial reporting may become inadequate

because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Opinion

In our opinion, to the best of our information and according to the explanations given to us, the Company, its

subsidiaries and associate companies incorporated in India, have, in all material respects, an adequate internal

financial controls system over financial reporting and such internal financial controls over financial reporting were

operating effectively as at March 31, 2016, based on the internal control over financial reporting criteria established by

the Company considering the essential components of internal control stated in the Guidance Note.

Other Matter

Our aforesaid report under Section 143(3)(i) of the Act on the adequacy and operating effectiveness of the

internalfinancial controls over financial reporting insofar as it relates to 3 subsidiary and 5 Associate companies,

incorporated in India, is based on the corresponding reports of the auditors of such companies incorporated in India.



FRN: 09112N

Date: 30th

May, 2016 Sd/-

Place: New Delhi Vinod Gupta

(Proprietor)



Note1:BASIS OF CONSOLIDATION AND SIGNIFCANT ACCOUTING POLICIES

1.1 Basis of Consolidation:

The Consolidated Financial Statements relate to Apoorva Leasing finance and Investment Company Limited (the

Company), its Subsidiary and its Associates.

(e) Basis for preparation of Financial Statements:

The financial Statement have been prepared inconformity with generally accepted accounting principle to

comply in all material respect with the notified accounting standards as prescribed section 133 of the

o pa ies A t, the A t ead ith ule of Co pa ies A ou ts Rules, 2014.

The financial statements have been prepared under the historical cost convention on an accrual basis. The

accounting policies have been consistently applied by the company and are consistent with those used in the

previous year. The company adopts accrual system of accounting unless otherwise stated.

(b) Principles of consolidation

The financial statements of the subsidiary and associate companies used in the consolidation are drawn up to

the same reporting date as of the Company. The consolidated financial statements have been prepared on the

following basis:

i) The financial statements of the Company and its subsidiary companies have been combined on a line-

by-line basis byadding together like items of assets, liabilities, income and expenses. Inter-company

balances and transactions and unrealized profits or losses have been fully eliminated.

ii) The sha e of p ofit / loss of asso iate o pa ies is a ou ted u de the E uit ethod as pe hi h the share ofprofit / loss of the associate company has been adjusted to the cost of investment. An

associate is an enterprise in which the investor has significant influence and which is neither a

subsidiary nor a joint venture.

iii) Minority Interest in the net assets of consolidated subsidiary is identified and presented in the

Co solidated Fi a ial “tate e tssepa atel f o lia ilities a d e uit of the Co pa s sha eholde s.

iv) Minority interest in the net assets of consolidated subsidiaries consists of the amount of equity

attributable to theminority shareholders at the dates on which investments in the subsidiary

companies are made and further movementsin their share in the equity, subsequent to the dates of

investments.

(c)Use of Estimates

The preparation of financial statements in conformity with generally accepted accounting principles requires

management to make estimates and assumptions that affect the reported amounts of assets and liabilities and

disclosure of contingent liabilities at the date of the financial statements and the result of operations during the

eposti g ea e d. Although these esti ates a e ased upo a age e t s est k o ledge of u e t e e ts and actions, actual result could differ from these estimates. Any revisions to the accounting estimates are

recognized prospectively in the current and future years.

(d) The following Subsidiary company and Associates are considered in the Consolidated Financial Statements


S.No. Name of The Company Country of

Incorporation

% holding as on

31/03/2016

% holding as on

31/03/2015

1 Yukati E services Ltd. India 82.76 Nil

2 Cloud Business Advisory Ltd. India 100 Nil

3 Summer Infotech Pvt. Ltd. India 90.30 Nil

4 Antriksh Stocks and Shares

Brokers Pvt. Ltd.

India 50.00 Nil

5 AvancerInfrasolution Pvt.

Ltd.

India 24.24 Nil

6 Space Height Construction

Pvt. Ltd.

India 49.91 Nil

7 De Beers Jewels Pvt. Ltd. India 50.00 Nil

8 Bel Di Jewels Pvt. Ltd. India 49.39 Nil

1.2 Fixed Assets

The group has no fixed assets.

1.3 Depreciation & Impairment of Assets

The group has no any Fixed Assets. Hence Depreciation on fixed assets has not been provided.

1.4 Investment

Long-term investments are stated at cost. Provision of diminution in the value of long-term investments is

made only if such a decline is other than temporary in the opinion of the management. Such decline is

presumed to be temporary hence no provision has been created.

1.5 Accounting of Inventories:

Stock in trade to be valued at cost or market price whichever is lower. The company has no inventory at

balance sheet date.

1.6 Employee Benefits

The Group has liability only on account of short term employee benefits to employees like Salary, wages which

is accounted as expenses in the year of payment. As per Management, there is no liability of the company on

account of Gratuity.

1.7 Revenue Recognition

(iii) Loan Income:

In respect of loan, the income is accrued by applying the impact rate in the transaction on declining

balance on the amount financed for the period of the agreement.


(iv) Dividend income on investments is accounted for as and when the right to receive the same is

established.

1.8 Provisions, contingents Liabilities and contingent Assets

(i) A Provision is recognized when the company has present obligation as a result of past event and it is

probable that outflow of resources will be required to settle the obligation and in respect of which a reliable

estimate can be made. Provisions are not discounted to their present value and are determined based on best

estimate required to settle the obligation at the balance sheet date. These are reviewed at each balance sheet

date and adjusted to reflect the current best estimates.

(ii) Contingent Liabilities are disclosed separately by way of note to financial statements after careful evaluation

by the managements of the facts and legal aspects of the matter involved in case of:

(a) At present obligation arising from the past event, when it is not probable that an outflow of

resources will be required to settle the obligation.

(b) A possible obligation, unless the probability of outflow of resources is remote.

(iv) Contingent Assets are neither recognized, nor disclosed in the financial statements.

1.9 Taxation

Provisions for current tax is made in accordance with and at the rates specified under the Income Tax Act,

1961, in accordance with Accounting Standard 22- A ou ti g fo ta es o I o e , issued the I stitute of Chartered Accountant of India.

2.0Contingent Liabilities & Pending Litigation

There is a pending Income Tax Demand of Rs. 60,02,240/-. The demand was raised by department for A.Y.

2012-13. The appeal against demand before CIT (A) is still pending. The management is hopeful to get relieved

from demand.

2.1 Cash flow statement

Consolidated Cash flows statement has not been prepared because this is the first year of consolidation.


APOORVA LEASING FINANACE & INVESTMENT COMPANY LTD THIRD FLOOR,13/331 , GEETA COLONY ,EAST DELHI ,DELHI-110031

CONSOLIDATED BALANCE SHEET AS AT 31ST MARCH 2016

Particulars Note No. 31st March, 2016

`

I. EQUITY AND LIABILITIES

(1) Shareholder's Funds

(a) Share Capital 2 199,749,000.00

(b) Reserves and Surplus 3 1,103,806,088.00

( c) Minority Interest 16,620,541.00

(2) Non Current Liabilities

(a) Deferred Tax Liabilities 4 7,763.00

(3) Current Liabilities

(a) Short- Term borrowings 5 7,694,699.00

(b) Trade Payables 6 174,833.00

(c) Other Current Liabilities 7 16,086,027.00

(d) Short-Term Provisions 8 1,215,432.00

Total Equity & Liabilities 1,345,354,383.00

II.ASSETS

(1) Non-Current Assets

(b) Non-current investments 9 286,098,691.00

(2) Current Assets

-

-

(a) Trade Receivable 10 421,198.00

(b) Cash and cash equivalents 11 373,512,927.00

(c) Short-term loans and advances 12 685,000,723.00

(d) Other Current Assets 13 320,844.00

Total Assets 1,345,354,383.00

Notes to Accounts 1

Notes referred to above and notes attached there to form an

integral part of Balance Sheet

This is the Balance Sheet referred to in our Report of even date.



For Apoorva Leasing Finance &

Investment Company Ltd

Firm Reg. No.: 09112N

ATUL SINGH TYAGI DEEPALI

VINOD GUPTA

(Managing

Director/CFO) (Director)

(Propreitor) DIN-01335008 DIN-07171343


Place : New Delhi

Date :30/05/2016


CONSOLIDATED PROFIT & LOSS STATEMENT FOR THE PERIOD ENDED ON 31ST MARCH,2016

Sr. No

Particulars Note No.

31st

March 2016

I

`

Revenue from Operations 14 32758736.00

Other Income 15 679967.00

Total Revenue 33438703.00

II Expenses:

Purchase of Stock in Trade 16 1611516.00

Changes in Inventories 17 20943549.00

Employee benefit Expenses 18 4543958.00

Finance Costs 19 288446.00

Other Expense 20 1595776.00

Total Expenses 28983245.00

III

Profit before exceptional, extraordinary and prior period

items and tax (I - II)

4455458.00

Exceptional items

IV Profit before extraordinary and prior period items and tax 4455458.00

Extraordinary items 0.00

V

Prior period item 0.00

Profit before tax 4455458.00

VI Tax expense and Provision:

(1) Current tax 21 1168304.00

(2) Deferred Tax 0.00

VII Profit/(Loss) after tax for the year (III-IV) 3287154.00

IX Share of Profit/(Loss) : Subsidiary (16500.00)

X Profit/(Loss) of Associate Companies 1005984.00

XI Group Profit/(Loss) After Tax for the year 4276638.00

VI Earning per equity share:

(1) Basic 0.21

(2) Diluted 0.21

Number of Equity Shares of Rs.10 each

Notes referred to above and notes attached there to form an integral

part of Balance Sheet

This is the Balance Sheet referred to in our Report of even date.



Firm Reg. No.: 09112N

ATUL SINGH TYAGI DEEPALI

VINOD GUPTA (ManagingDirector/CFO) (Director)

(Proprietor) DIN-01335008 DIN-07171343

Membership No. : 083418 Place : New DelhiDate :30/05/2016


APOORVA LEASING FINANACE & INVESTMENT COMPANY LTD Notes Forming Part of the Consolidated Financial Statements for the period ended 31st March 2016

Note : 2 Share Capital

Sr. Particulars

31st March,

No 2016

1 AUTHORISED CAPITAL

2,00,00,000 (20000000) Equity Shares of Rs. 10/- each. 200,000,000

200,000,000

2 ISSUED , SUBSCRIBED & PAID UP CAPITAL

Paid up Share capital by allotment

19974900 (19974900) Equity Shares of Rs. 10/- each, Fully paid up 199,749,000

Total 199,749,000

3 In the period of five years immediately preceding the date

of Balance sheet

(a) Bonus Shares Issued NIL

(b) Aggregate number of shares brought back NIL

4 Number of shares held by each share holders, holding

more than 5% of shares:-

Name of share holders 31/03/2016

Shares %

Lovely Securities Pvt. Ltd. 1394500 6.98

Virgin Capital Services Pvt. ltd. 1690500 8.46

AVAIL FINANCIAL SERVICES PVT LTD 2688800

13.4

6

TRANSNATIONAL GROWTH FUND LIMITED 2171000

10.8

7

SRI ENDRASH INVESTMENT AND FINANCE PVT LTD 2206000

11.0

4

HILLRIDGE INVESTMENTS LIMITED 1018000 5.1

5 Reconciliation of the number of shares and amount at the

beginning and at the end of the reporting year

Number of shares:- Opening Balance (In Nos) 19,974,900

Add Issued during the year NIL

Closing Balance (Nos)

19,974,900

Amount in rupees:- Opening Balance (In Rs.) 199,749,000

Add Issued during the year NIL

Closing Balance (Rs)

199,749,000


Terms/Rights attached to equity shares

The Company has only one class of equity shares having at par value of Rs.10/- per share. Each

holder of equity shares is entitled to one vote per share. In the event of liquidation of the

company,

the holders of equity shares shall be entitled to receive remaining assets of the company, after

distribution of all preferential amounts. The distribution will be in proportion to the number of

equity

share held by the shareholders.

Note : 3 Reserve & Surplus

Sr.

Particulars

31st March,

No

2016

1 Surplus in Statement of Profit & Loss

19,813,747

Balance brought forward from previous year -

Add: Profit/Loss for the period 4,276,638

(15,537,109)

0

0

TOTAL (A)

(15,537,109)

2 Capital Reserve

120,477,697

Capital Reserve on Consolidation

Add: Profit/(Loss) on calculations of own shares 0

TOTAL (B) 120,477,697

3 Securities Premium

Opening Balance 998,865,500

Add: Addition During the Year 0

TOTAL (C) 998,865,500

TOTAL (A+B+C) 1,103,806,088

Note : 4 Deferred Tax

Particulars

31st March,2016

Deferred tax liability 0

Deferred tax liability

depreciation 7,763

Total 7,763


Note : 5 Short-Term Borrowings

Particulars

31st March,2016

Loans Repayable on

Demands - From Others - Rupee term loans others

Unsecured 4,666,830

Loans and Advances from

related parties

4,666,830

3,027,869 Loans directors Unsecured

The Above Amount Includes

3,027,869

7,679,699 Unsecured Borrowings

Total 7,694,699

Note : 6 Trades Payable

Particulars

31st March,

2016

Creditors Due Others 174,833

Total 174,833

Note : 7 Other Current

Liabilities

Particulars 31st March,

2016

Others payables

Other current liabilities,

others 16,086,027

Total 16,086,027

Note : 8 Short Term Provisions Sr.

Particulars

31st March, 2016

No

Current Tax Provision 1,215,432

Total 1,215,432


Note : 9 Non Current Investment Sr. No.

Particulars

31st March,2016

Non Trade Investment(Valued

at cost )

Investment Properties

886,207 Narela Property

Advance against Properties 21,706,500

22,592,707

Other non-current

investments (Quoted) - In Others

2,550,000

Other investments long-term

quoted trade (At cost)

Non-Trade

Investment(Valued at cost )

2,550,000

-

Investments in equity

Instruments (Unquoted)

In Others

500,000

Investment in other Indian companies equity instruments

unquoted

non trade (Atcost)

Investment In Associates

(Unquoted) 260,455,984

-

Gross Investment

Net Investment 286,098,691

Aggregate amount of quoted

investments

2,550,000

Aggregate amount of

unquoted investments 283,548,691

Note : 10 Trade Receivables

Sr.

Particulars

31st March, 2016

N

o

1

Outstanding for less than

Six Months

Unsecured, considered

good 421,198

-

Total ( 1 + 2 ) 421,198


Note : 11 Cash & Cash Equivalent

Sr. No.

Particulars

31st March, 2016

Balance with banks

309,583,872 Fixed deposits with banks

Other balances with

banks 59,035,384

Total 368,619,256 Cheques,drafts on hand

13,812,292 Cheques,drafts on hand

Cheques,drafts on hand - 11,171,983

Total 2,640,309

Cash in hand

2,253,362 Cash in hand

Total 2,253,362

Total 373,512,927

Note : 12 Short Term Loans

and Advances

Particulars

31st March, 2016

Capital Advances

-

-


good

Loans and advances to

related parties

92,467,722


good

Other loans and

advances

447,435,111


good(Head)

Tax deducted at source

(Unsecured) 5,002,514

Unsecured Deposits with

statutory authorities 1,870,268

Unsecured loans &

Advances value to be

received 138,225,108

Total 685,000,723


Note :13 Other Current Assets Sr. Partic

ulars

31st March,

No

2016

Other Assets

Any other assets 320,844

Total 320,844

Note : 14 Revenue from Operations

Sr. No Particulars 31st March, 2016

Sale of Products -

Sale of share 21,152,733.00

Sale of Sugar 1,741,977.00

-

OTHER OPERATING REVENUES -

Interest on FDR 33,107,782.00

interest on Loan Given

Loss on Commodity

Loss on Forex Transaction

-

Total 56,002,492.00

Note : 15 Other Income Sr. No Particulars 31st March, 2016

Interest Income 5,430.00 Dividend Income 140,000.00

Net gain/loss on sale of investments

Other non-operating income

Round off

Total 145,430.00

Note : 16 Purchase of Stock In Trade Sr. No Particulars 31st March, 2016

- Purchase of Sugar 1,611,516.00

Total 1,611,516.00

Note : 17 Changes in Inventories


Sr. No Particulars 31st March, 2016

Inventory at the end of the year -

other inventory

Inventory at the beginning of the year

20,943,549.00

other inventory

(Increase)/decrease in inventories -

other inventory 20,943,549.00

20,943,549.00

Note : 18 Employee Benefit Expenses Sr. No Particulars 31st March, 2016

Salaries and Wages -

Salary and wages 3,809,585.00

Director Remuneration 600,000.00

Staff welfare Expenses 134,373.00

Total 4,543,958.00

Note : 19 Finance Cost Sr. No Particulars 31st March, 2016

Interest -

Interest on short-term loans from others 278,556.00

Interest on TDS 9,890.00

Total 288,446.00

Note : 20 Other Expenses `

Sr.

No

Particula

rs 31st March, 2016

Account Opening Charges 250.00 Advertising expenses 67,518.00

AMC charges 2,280.00

Audit fees 6,900.00

Bank charges 1,627.00

CDSL custodial Fee 51,525.00

Commodity Trading Expenses 111,693.00

Conveyance expenses 173,610.00

DEMAT Charges 2,761.00

Filing Fee 1,800.00

Listing Fee 251,900.00

Legal and professional

expenses 318,542.00

NSDL Fee 1,140.00


Office Expenses 122,205.00

Office rent 57,500.00

Printing and stationery 31,275.00

Postage expenses 19,268.00

Registrar charges 26,182.00

Audit fees 8,500.00

Website expenses 1,032.00

Warehouse Charges 18,372.00

Festival Expenses 32,310.00

Repair and Maintenance 28,340.00

ROC Compliance charges 618.00

Bad debts written off 127,890.00

Misc. Expenses 130,738.00

Total 1,595,776.00

Note : 21 Current Tax

Sr.

No

Particula

rs 31st March, 2016

Current Tax Pertaining To Current Year 1,168,304.00

Total 1,168,304.00

Note : 5(a) Short Term Borrowings :Loan directors unsecured Sr.

Particulars Current Year

No

Atul Singh Tyagi 457,177

Total 457,177

Note : 6(a) Trade Payables : Creditors Due Others Sr.


No

Globe Capital Market Limited 16,282

Saima Consultants LLP 29,515

Total 45,797

Note : 7 (a) Other Current Liabilities Sr.


No

Audit Fee Payable 6,900

TDS Payable 67,814

Salary Payable 436,283

Rent Payable 5,000


Total 515,997

Note : 9(a) Non Current Investment : Investment in unquoted equity Sr.


No

Sundry Debtors

Shares of Aarambh Finance Pvt. Ltd 500000

Shares of Antriksh Stocks and shares brokers Pvt. Ltd. 200000

Shares of AvancerInfrasolution Pvt. ltd. 8000000

Shares of Beldi Jewels Pvt. Ltd. 250000000

Shares of De beers Jewels Pvt. ltd. 500000

Shares of Space Height Construction Pvt. Ltd. 750000

Shares of Summer InfoTech Pvt. Ltd. 2300000

Shares of Cloud Business Advisory Ltd. 100000

Shares of Yukati E Services Ltd. 3000000

Total 265,350,000

Note : 9(B) Non Current Investment : Investment Quoted equity

Instruments


Franklin India Short terms Income Plan- Debt Fund 50000 LandT Income Opportunities Fund- Debt Fund 2500000 Total 2,550,000

Note : 10(a) Trade Receivable Sr.


No

Globe Commodities Ltd. 93558

Akshat commodities Ltd. 280955

B.R. Bhatia & Sons 33534

JaipuriaBuildconPvt Ltd 13151

Total 421,198

Note : 11(a) Cash & Cash Equivalent


Sr.


No

Bank Balance

Corporation Bank 1,796,120

IDBI Bank 55,356

Corporation Bank- CBCA-359 57,010,000

Total 58,861,476

Note : 12(a) Short Term Loans & Advances to Others

Sr.


No

Anushka Singh 2698904

Arun Mohan Bansal 186628

Astha Apparels Pvt. ltd. 18486247

Brys International Pvt. Ltd. 503068

Brys Resorts Pvt. Ltd. 57593412

Daleep Bhatia and Co. 600000

D. Venkanna 503836

DwarikaSoftech Solution Pvt. Ltd. 14160802

Espan Infrastructure Ltd. 32165919

Gauri Bhatia 13788014

Gurudial Singh 60898767

Manish (Bharat Gas) 11584767

Neeraj Kumar Singh 2698904

Neeraj Singh HUF 8101260

Perminder Kumar 21525479

Prerna Singh 42860001

RohitBansal 21843836

SahaInfratech Pvt. Ltd. 40034521

SandeepSabharwal 15871233

Sunworld Residency Pvt. Ltd. 21440000

Vijay Bhatia And Sons 1133643

VislavathChavil 2425775

Abhishek Sharma 20677068

Total 411,782,084


Note : 12(b) Short Term Loans & Advances : Balance with Government/ Statutory Authorities

Sr.


No

Income tax Refund- A.Y. 2012-13 226394

Income tax Refund- A.Y. 2014-15 36464

Income Tax Refund- A.Y. 2015-16 1578553

Total 1,841,411

Note : 13(a) Other Current Assets Sr.


No

Akshat commodity Limited- Margin 200000

Ankur K Gupta and CO. 19382

Globe capital Market Ltd.- Security Deposit 5000

Total 224,382


STANDALONE CASH FLOW STATEMENT FOR THE YEAR ENDED 31st March

2016 in rupees

PARTICULARS 31st March 2016 31st March 2015

A. Cash Flow From Operating Activities

Net Profit before tax and extraordinary items(as per

Statement of Profit and Loss) 44,55,458.00 10,84,855.00

Adjustments for non Cash/ Non trade items:

Depreciation & Amortization Expenses - 20,198.00

Finance Cost 2,88,446.00 -

Dividend income (1,40,000.00) (5,660.00)

Profit on sale of Investment (5,34,535.00) (8,47,950.00)

Interest received (5,430.00) -

Interest Paid 87,777.00

Operating profits before Working Capital Changes 40,63,939.00 3,39,220.00

Adjusted For:

Increase in trade receivables (2,85,440.00) (676.00)

Increase in trade payables 4,299.00

Decrease in inventories 2,09,43,549.00

Decrease in other current liabilities (6,44,118.00) 8,24,794.00

Increase in other current assets (21,423.00) (6,85,554.00)

Cash generated from Operations 2,40,60,806.00 4,77,784.00

Income Tax (Paid) / Refund 2,40,686.00 (1,32,949.00)

Net Cash flow from Operating Activities(A) 2,38,20,120.00 (3,44,835.00)

B. Cash Flow From Investing Activities

Purchase of tangible assets - (9,06,405.00)

Purchase of Non Current Investments (10,62,27,160.00)

Sale of Non Current Investment 67,88,73,150.00

Interest Received -

Dividends received 1,40,000.00 5,660.00

Profit on sale of Investment 5,34,535.00 8,47,950.00

Net Cash used in Investing Activities(B) (10,55,52,625.00) (67,88,20,355.00)

C. Cash Flow From Financing Activities

Interest Received 5,430.00

Interest paid (2,88,446.00) (87,777.00)

Increase of Short term borrowings 4,57,177.00 41,498.00

Increase in Short term Loans & Advances (1,44,32,569.00) 30,16,01,309.00

Increase in Long term Loans & Advances (52,,88,75,298.00)

Net Cash used in Financing Activities(C) (1,42,58,408.00) (22,73,20,268.00)

D. Net Increase / (Decrease) in Cash & Cash

Equivalents(A+B+C) (9,59,90,913.00) (45,18,44,922.00)

E. Cash & Cash Equivalents at Beginning of period 45,41,85,904.00 23,40,982.00

F. Cash & Cash Equivalents at End of period 35,81,94,991.00 45,41,85,904.00

G. Net Increase / (Decrease) in Cash & Cash Equivalents(F-E) (9,59,90,913.00) 45,41,85,904.00

H. Difference (F-(D+E))



(FRN: 09112N)

For and on behalf of the Board of

Directors


VINOD GUPTA

Proprietor

Membership No.: 083418

Place: New Delhi

Date: 30/05/2016

Sd/-

DEEPALI

DIRECTOR

DIN: 07171343

Sd/-

ATUL SINGH TYAGI

MANAGING DIRECTOR /

CFO

DIN: 01335008

Note:

1. The Cash Flow Statement has been prepared by Indirect Method as per AS-3 issued by ICAI.

2. Figures of previous year have been rearranged/regrouped wherever necessary

3. Figures in brackets are outflow/deductions


Form No. MGT-11

Proxy form

[Pursuant to section 105(6) of the Companies Act, 2013 and rule 19(3) of the

Companies (Management and Administration) Rules, 2014]

Name of the Member(s)

Registered Address

E-mail Id Folio No /Client ID DP ID

I/We, being the member(s) of ____________shares of the above named company. Hereby appoint

Name : E-mail Id:

Address:

Signature , or failing him

Name : E-mail Id:

Address:


Name : E-mail Id:

Address:


as my/ our proxy to attend and vote( on a poll) for me/us and on my/our behalf at the

______________Annual General Meeting / Extra-Ordinary General Meeting of the company, to be held on

the ____ day of ___at_____ a.m. / p.m. at ____________(place) and at any adjournment thereof in respect

of such resolutions as are indicated below:

Resolution No.

Sl.

No.

Resolution(S) Vote

For Against

1.

2.

3.

4.

5.

* Applicable for investors holding shares in Electronic form.

Signed this _____day of _____20___

Signature of Shareholder Signature of Proxy holder Signature of the shareholder

across Revenue Stamp

Note:

1) This form of proxy in order to be effective should be duly completed and deposited at the Registered

Office of the Company not less than 48 hours before the commencement of the Meeting.

2) The proxy need not be a member of the company

Affix

Revenue

Stamps


ATTENDANCE SLIP

(To be handed over at the entrance of the meeting hall)

33rd

Annual General Meeting on 30th

September, 2016

Full name of the members attending __________________________________________________(In

block capitals)

Ledger Folio No./Client ID No. _______________________ No.of shares held:

_______________________________

Name of Proxy _____________________________________

(To be filled in, if the proxy attends instead of the member)

I hereby record my presence at the 33rd

Annual General Meeting of the Apoorva Leasing Finance and

Investment company Limited, Address hotel The Pluto s A u a Asaf Ali Ma g, Vasa t Ku j, Ne Delhi-

110067, on Friday, the 30th

September 2016

Me e s /P o s “ig atu e

Note:

1) Members are requested to bring their copies of the Annual Report to the meeting, since further

copies will may not be available.

2) The Proxy, to be effective should be deposited at the Registered Office of the Company not less

than FORTY EIGHTHOURS before the commencement of the meeting.

3) A Proxy need not be a member of the Company.

4) In the case of joint holders, the vote of the senior who tenders a vote, whether in person or by

Proxy, shall be accepted to the exclusion of the vote of the other joint holders. Seniority shall be

determined by the order in which the names stand in the Register of Members.

5) The submission by a member of this form of proxy will not preclude such member from attending

in person and voting at the meeting.


To

____________________________________

_____________________________________

_____________________________________

If undelivered please return to


C-1/9, Sector-31, Gautam Budh Nagar, Noida – 201301, U.P

apoorva leasing finance & investment company...

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