ALPS MOTOR FINANCE LIMITED ANNUAL REPORT

Transcription

1 ALPS MOTOR FINANCE LIMITED ANNUAL REPORT

2 BOARD OF DIRECTORS Mr. Brij Kishore Sabharwal Whole Time Director Mr. Braj Mohan Singh n Executive & Independent Director Mr. Harshwardhan Koshal n Executive & Independent Director Mr. Himanshu Agarwal n Executive & n - Independent Director COMPANY SECRETARY AND COMPLIANCE OFFICER Ms. Shiwati Gandhi STATUTORY AUDITORS M/s B D Gupta & Co. (Chartered Accountants) 95 B, Mayur Vihar, Phase II, New Delhi REGISTRAR AND SHARE TRANSFER AGENT Skyline Financial Services Private Limited D-153 A, 1 st Floor, Okhla Industrial Area, Phase I, New Delhi, Tel.: Fax: virenr@skylinerta.com Website: BANKERS TO THE COMPANY ING Vysya Bank Ltd REGISTERD OFFICE D 5, Arya Nagar Society, 91 Patparganj, Delhi alpsmotorfinance@yahoo.in Website: Tel: Fax: Page 1

3 CONTENTS OF ANNUAL REPORT S.. Content Page. 1. tice to the shareholders 3 2. Directors' Report to the shareholders 7 3. Report on Corporate Governance Management Discussion & Analysis Report Auditors' Report to the shareholders Balance Sheet Statement of Profit and Loss tes on accounts Cash Flow Statement Attendance form Proxy form 46 Page 2

4 NOTICE OF ANNUAL GENERAL MEETING Alps Motor Finance Ltd [Annual Report ] tice is hereby given that 27 th Annual General Meeting of the Shareholders of ALPS MOTOR FINANCE LIMITED will be held on Monday, 30 th June, 2014 at 11:00 A.M at D 5, Arya Nagar Society, 91 Patparganj, Delhi to transact the following Business: ORDINARY BUSINESS 1. To receives consider and adopted the audited Balance sheet of the Company as at March 31, 2014, the statement Profit & Loss Account, Cash Flow Statement for the year ended on that date and the Reports of Directors and Auditor s thereon. 2. To appoint a director in place of Mr. Harshwardhan Koshal, who retires by rotation and being eligible, offers himself for re-appointment. 3. To appoint M/s Mohit Verma & Associates, Chartered Accountants FRN C, in place of M/s B.D. Gupta & Co. Chartered Accountants, FRN N as Statutory Auditors of the Company, to hold the office form the conclusion of this Annual General Meeting till the Conclusion of next Annual General Meeting of the Company and to fix their remuneration. SPECIAL BUSINESS 4. To Consider, and if thought fit, to pass with or without modification, the following Resolution as an Ordinary Resolution: RESOLVED THAT pursuant to the subject to the Listing Agreement with the Stock Exchange and Securities Contacts (Regulations) Act, 1956 and provision of the Section 61 and other applicable provision, if any, of Companies Act, 2013 and the provisions of the Article of Associations of the Company, and subject to the approvals, consents permissions and sanctions as may be necessary from the appropriate Authorities or Bodies, one Equity shares of the Company having Face Value of Rs. 10/- (Rs. Ten) each be sub divided into 10 Equity Shares of face Value Rs.1 (Rs. One) each and the relevant Capital Clause in the Memorandum of Association of the Company be altered accordingly. RESOLVED FURTHER THAT upon sub division of Equity Shares as aforesaid, the existing Share Certificate(s) in relation to the existing Equity Shares of the face value of Rs. 10 each held in the Physical form shall be exchanged in lieu of the original Share Certificate surrendered by the Shareholder and from the Record date (to be decided by the Board) and the Company may require the surrender of existing Share Certificate(s) issue and dispatch the rectified Share Certificate(s) of the Company, in lieu of such existing Share Certificate(s) subject to the provisions of the Rules made by Central Government in this Page 3

5 behalf and in case of Share held in dematerialized form, the corresponding number of sub divided Equity Share to be credited to the respective Beneficiary Accounts of the Shareholders with the Depository participants, in lieu of Existing Equity credits representing the Equity Shares of the Company before sub division. RESOLVED FURTHER THAT the Board of Directors of the Company be and are hereby severally authorized to do acts and execute all such documents, instruments and writing as may be required in the said connection and to delegate all or any of the powers herein vested in them to any Committee of Directors or any Director(s) to give effect to the aforesaid resolution. 5. To Consider, and if thought fit, to pass with or without modification, the following Resolution as an Ordinary Resolution: RESOLVED THAT pursuant to the provision of Section 13 of the Companies Act 2013 and all other applicable provisions, if any, and subject to the approvals, consents, permission and sanctioned as may be necessary from the appropriate authorities or bodies, the existing relevant clauses of the Memorandum of Association of the Company be and are hereby substituted as follows: The Authorized Share Capital of the Company is Rs. 10,05,00,000/- (Ten crore five lacs only) divided into 10,05,00,000/- (Ten crore five lacs only) equity Shares of Rs. 1/- (Rs. One) each. Date: 17 th May, 2014 Place: New Delhi By Order of the Board For Alps Motor Finance Limited Sd/- Brij Kishore Sabharwal Director ( ) Page 4

6 tes 1. Member entitled to attend and vote at the meeting is entitled to appoint proxy to attend and vote instead of himself/herself and such proxy need not be a member of the company. Proxy instrument should be lodged with the company at its registered office not less than 48 hours before the commencement of the meeting. 2. Shareholders desiring any information as regards the Accounts are required to write to the Company at least seven days in advance of the meeting so that the information, to the extent practicable, can be made available at the meeting.. 3. The Register of Members and Share Transfer Books of the company will remain closed from 25 th June, 2014 to 27 th June, 2014 (both days inclusive) for AGM purpose. 4. Members are requested to notify any change in their addresses, at its Registered Office to the Company s Registrar and Share Transfer Agents 5. As a measure of economy, copies of Annual Report will not be distributed at the Annual General Meeting. Members are therefore requested to bring their copies of the Annual Report to the Meeting. 6. Members/Proxies should bring the Attendance Slip, duly filled in, for attending the Meeting. 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. 7. Members who hold shares in dematerialized form are requested to bring their Client ID and DP ID numbers for easy identification of attendance at the meeting and number of shares held by them. Date: 17 th May, 2014 Place: New Delhi Registered Office: By Order of the Board For Alps Motor Finance Limited Sd/- D 5, Arya Nagar Society, Brij Kishore Sabharwal 91 Patparganj, Delhi Director ( ) Page 5

7 EXPLANATORY STATEMENT PURSUANT TO SECTION 102 OF THE COMPANIES ACT, 2013 ITEM NO. 4 & 5 Presently, the face value of the equity shares of the Company is Rs. 10/- (Rupees Ten only) per equity Shares. The Equity shares of the Company are listed at Delhi stock Exchange Limited. In order to broad basing of small investors and free float, the Board of Directors of the Company at its meeting 17 th May, 2014 considered it desirable to sub divide the face value of equity share Capital of the Company from Rs. 10/- (Rupees Ten only)per share to Re. 1/- (Rupees one only) per share. As a corollary to the sub division of shares of the Company, Clause V of the Memorandum of Association of the Company needs to be altered suitably. A copy of Memorandum of Association of the Company together with the proposed alteration would be available for inspection by the members at the Registered office of the Company during business hours on any working day. The Board of Directors of the Company accordingly recommends the above resolutions as set out at item no. 4 & 5 of the notice for approval of the members. ne of the Directors, Key Managerial Personnel of the Company or their relatives is concerned or interested in the said resolutions. Date: 17 th May, 2014 Place: New Delhi Registered Office: By Order of the Board For Alps Motor Finance Limited Sd/- D 5, Arya Nagar Society, Brij Kishore Sabharwal 91 Patparganj, Delhi Director CIN: U65923DL1987PLCU27605 ( ) Page 6

8 DIRECTOR REPORT To, The Members Alps Motor Finance Limited We are delighted to present the report on our business and operations for the year ended 31 st March, FINANCIAL HIGHLIGHTS : Particulars Current Yr (Rs.) Previous Yr (Rs.) Total Income/Loss 22,419, ,63,396 Less: Total Expenses 22,168, ,95,380 Profit Before Tax 2,51, ,68,016 Profit/Loss after Tax 1,73, ,05, FINANCIAL PERFORMANCE During the year under review, Your Company has recorded a total income of Rs. 22,419, against Rs. 86,63,396 in the previous year. Net Profit before taxation for the financial year ended on 31st March, 2014 increased to Rs. 1,73, against Rs. 1,68,016 in the previous year. 3. DIVIDEND To Plough back the profits into the business, the Board of Directors has not declared any dividend during the year. 4. DEPOSITS: During the year under review, Your Company has not accepted the deposits under section 58A of the Companies Act, 1956 and Companies (Acceptance of deposits) Rules 1975 as amended upto date. Page 7

9 5. ISSUE OF EQUITY SHARES During the year Company has issued and allotted , , , , and Equity Shares of Rs. 10/- each on , , , , and respectively and thereafter the issued and Paid Capital of the Company has increased to Rs consisting equity shares of Rs. 10 each. 6. AUDITORS M/s B D Gupta & Co, Chartered Accountants, retire at the ensuing annual general meeting and have tendered their inability to continue as Statutory Auditors of the Company. Also, the Company has received a letter from M/s Mohit Verma & Associates, Chartered Accountants, FRN : C to the effect that their appointment, if made, would be in accordance with the Act and that they are not disqualified for such appointment. A Board of directors of the company has recommended their appointment in the ensuing Annual General Meeting. 7. PARTICULARS OF EMPLOYEES As required by the provision of section 217(2A) of the Companies Act, 1956.Read with the Companies (particulars of employee) rules, 1975 as amended, no employee was in receipt of remuneration exceeding 60,00,000/- per annum or 5,00,000/- per month for any part thereof. 8. BOARD OF DIRECTORS Re-appointment As per the provisions of Companies Act, 2013, Mr. Harshwardhan Koshal will retire in the ensuing AGM and being eligible, seek re-appointment. The Board of Directors recommend their re-appointment. The Companies Act, 2013 provides for appointment of Independent Directors. Sub-section (10) of Section 149 of the Companies Act, 2013 (effective from April 01, 2014) provides that independent directors shall hold office for a term of up to five consecutive years on the board of a company; and shall be eligible for re-appointment on passing a special resolution by the shareholders of the company. Sub-section (11) states that no independent director shall be eligible for more than two consecutive terms of five years. Sub-section (13) states that the provisions of retirement by rotation as defined in sub-section (6) and (7) of Section 152 of the Act shall not apply to such independent directors. Our non-executive (independent) directors were appointed as directors liable to retire by rotation under the provisions of the erstwhile Companies Act, The Board has been Page 8

10 advised that non-executive (independent) directors so appointed would continue to serve the term that was ascertained at the time of appointment as per the resolution pursuant to which they were appointed. Therefore, it stands to reason that only those non-executive (independent) directors who will complete their present term, at the ensuing AGM of the Company in June 30th 2014, being eligible and seeking re-appointment, be considered by the shareholders for re-appointment for a term of up to five consecutive years. n-executive (independent) directors who do not complete their term at the ensuing AGM, will continue to hold office till expiry of their term (based on retirement period calculation) and would thereafter be eligible for re-appointment for a fixed term in accordance with the Companies Act, ENERGY, TECHNOLOGY & FOREIGN EXCHANGE: Information in accordance with the provision of Section 217 (I) (e) of the Companies Act, 1956, read with Companies (Disclosure of Particulars in the Report of Board of Directors) Rules 1988 being not relevant/significant, are not given. There were no foreign exchange earnings or outgo during the year under review. 10. CORPORATE GOVERNANCE A report on Corporate Governance along with a certificate from the Auditors regarding the compliances with conditions of Corporate Governance in terms of Clause 49 of the Listing Agreement is annexed to this report. 11. MANAGEMENT DISCUSSION AND ANALYSIS REPORT: As required under Clause 49 of the Listing Agreement with the Stock Exchange, the Management and Discussion and Analysis of the financial condition and results of the operations of the Company under review form part of the Annual Report. 12. DIRECTORS RESPONSIBILITY STATEMENTS Pursuant to section 217 (2AA) of the companies ACT, 1956, it is hereby confirmed:- (i) That in the preparation of the accounts for the financial year ended 31 st March 2014 the applicable accounting standards have been followed along with proper explanation relating to material departures. (ii) That the directors have selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit of the company for the year under review. (iii) That the directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Page 9

11 (iv) Act, 1956 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities; That the Directors have prepared the accounts for the financial year ended 31 st March, 2014 on a going concern basis. ACKNOWLEDGEMENT The board wishes to express and place on records its gratitude for the faith reposed in and cooperation extended to the company by the shareholders of the company. Your directors wish to place on record their deep sense of appreciation for the devoted and sincere services of the executives, staff and workers of the company for its success. Date: 17 th May, 2014 Place: New Delhi By Order of the Board For Alps Motor Finance Limited Sd/- Sd/- Himanshu Agarwal Brij Kishore Sabharwal Director Director ( ) ( ) Page 10

12 REPORT ON CORPORATE GOVERNANCE 1. Our corporate governance philosophy Alps Motor Finance Ltd [Annual Report ] Your Company has always endeavored for bringing excellence in all spheres of its working, be it customer satisfaction, shareholders servicing, relationship with workers etc. The basic Corporate Governance norms have been adopted at the Board, Management and Operational levels. These norms are reviewed and reaffirmed an ongoing basis. 2. Board composition The composition of the board is in agreement with the Listing Agreement. The Company has a n-executive Chairman. The Board s composition meets the stipulated requirement of at least 1/3 rd of the Board comprising of independent Directors who have no material business relationship with the Company. 3. Board Meetings During the financial year , Sixteen (16) meetings were held. These were held on , , , , , , , , , , , The intervening period between two meetings was well within the maximum time gap of 4 months as prescribed under Corporate Governance norms. The details of directors and their attendance record at the Board Meeting held during the fiscal year Name Category of Meeting attended Mr. Braj Mohan n Executive Singh Independent Director Mr. Brij Kishore Sabharwal Mr. Harshwardhan Koshal At last AGM 14 Yes 5 Executive Director 16 Yes 3 n Executive Independent Director 16 Yes 3 Directorship in other Companies Mr. Himanshu n Executive, n 15 Yes 3 Agarwal Independent Director It has always been the Company s policy and practice that apart from matters requiring Board s approval by statute, all major decisions including quarterly results of the Company, financial restructuring, capital expenditure proposals, collaborations, material investment proposals in joint venture/promoted companies, sale and acquisition of material nature of assets, mortgages, guarantees, donations, etc. are regularly placed before the Board. This is in addition to information with regard to actual operations; major litigation feedback reports, information on senior level appointments just below the Board level and minutes of all Committee Meetings. Page 11

13 4. Board Committees Alps Motor Finance Ltd [Annual Report ] Currently, the Board has two committees: audit committee and Shareholders/Investors Grievance Committee. The Executive Chairman of the Board, in consultation with the Company Secretary and the committee chairperson, determines the frequency and duration of the committee meeting. rmally, all the committees meet four times a year. Recommendations of the committees are submitted to the entire Board for approval. The quorum for meetings is either two members or one-third of the members of the committee, whichever is higher. a) Audit Committees Pursuant to the provisions of Section 292A of the Companies Act, 1956 and clause 49 of the Listing Agreement, an audit committee comprising of three Directors has been constituted to perform all such powers and functions as are required to be performed under the said provisions. Three members of the Committee viz. Mr. Harshwardhan Koshal, Mr. Braj Mohan Singh are n Executive and Independent Directors and Mr. Himanshu Agarwal is n Executive and n Independent Directors. Mr. Harshwardhan Koshal was appointed the Chairman of the Audit Committee. All members of the Audit Committee are financially literate. Audit Committee Meetings During the financial year , Four (04) meetings were held. These were held on , , , The intervening period between two meetings was well within the maximum time gap of 4 months as prescribed under Corporate Governance norms. Composition of Audit Committee: During the year ended on 31 st March, 2014, the Composition of Audit Committee has been as under: 1. Mr. Harshwardhan Koshal Chairman 2. Mr. Braj Mohan Singh Member; and 3. Mr. Himanshu Agarwal Member b) Remuneration Committee The Board of Directors does not constitute a Remuneration Committee during the year under review. c) Shareholders/Investors Grievance Committee The Board of Directors constituted the Shareholders/Investor Grievance Committee, Page 12

14 comprising of three directors viz, Mr. Himanshu Agarwal, Mr. Harshwardhan Koshal and Mr. Braj Mohan Singh. The Committee has been constituted to specifically look into redressal of shareholders and investor grievance such as transfer of shares, dividend and dematerialization related matters. Mr. Himanshu Agarwal is chairman of Investors Grievance Committee. Composition of Shareholders/Investors Grievance Committee: During the year ended on 31 st March, 2014, the Composition of Shareholders/Investors Grievance Committee has been as under: 1. Mr. Himanshu Agarwal Chairman 2. Mr. Braj Mohan Singh Member; and 3. Mr. Harshwardhan Koshal Member d) General Body Meetings Details about Last three (03) years Annual General Meetings are as under: Date Place Time Special Resolution Flat U, South Patel Nagar PM special Market, New Delhi resolution was passed D-5, Arya Nagar Society, 91 Patparganj, Delhi D-5, Arya Nagar Society, 91 Patparganj, Delhi e) Extraordinary General Meeting Page AM special resolution was passed P.M Special Resolution was Passed During the year under review, Seven (07) Extra ordinary General Meeting were held on , , , , , and and no resolution was passed through postal ballot. 5. Disclosures 1. Related Party Transaction: There are no materially significant related party transactions i.e. transactions material in nature, with its promoters, the directors or the management, their subsidiaries or relatives etc. having potential conflict with the interest of the company at large. 2. Statutory Compliance, Penalties and Strictures:

15 The Company has complied with the requirements of the Stock Exchanges / SEBI / and Statutory Authorities to the extent applicable, and accordingly no penalties have been levied or strictures have been imposed on the Company on any matter related to capital markets during the last three years. 3. Whistle Blower Policy: The Company has framed a Code of Conduct for Directors and Senior Management. At present, the Company does not have any formal Whistle Blower Policy. The Directors of the Company affirms that no personnel have been denied access to the Audit Committee. 4. Reconciliation of Share Capital Audit: In line with the requirements stipulated by Securities and Exchange Board of India (SEBI), Reconciliation of Share Capital Audit is proposed to be carried out on a quarterly basis by a Practicing Company Secretary to confirm that the aggregate number of equity shares of the Company held in National Securities Depository Limited (NSDL), Central Depository Services (India) Limited (CDSL) and in physical form tally with the total number of issued, paid-up, listed and admitted capital of the Company. 5. n-mandatory Requirements The Company does not comply with the non-mandatory requirements. 6. Code of Conduct The Company has adopted a Code of Conduct for all Board Members and Senior Management of the Company and same is updated at the website of the Company. All Board Members and Senior Management personnel have affirmed compliance with the Code on annual basis. 6. Shareholders Disclosures regarding the appointment or re-appointment of Directors As per the Provision of the Companies Act, 2013 Mr. Harshwardan Koshal will retire in the ensuring AGM and being, seek re appointment. The Board recommends their re appointment. The Companies Act, 2013 provides for appointment of Independent Directors. Sub-section (10) of Section 149 of the Companies Act, 2013 (effective from April 01, 2014) provides that independent directors shall hold office for a term of up to five consecutive years on the board of a company; and shall be eligible for re-appointment on passing a special resolution by the shareholders of the company. Sub-section (11) states that no independent director shall be eligible for more than two consecutive terms of five years. Sub-section (13) states that the provisions of retirement by rotation as defined in sub-section (6) and (7) of Section 152 of the Act shall not apply Page 14

16 to such independent directors. Our non-executive (independent) directors were appointed as directors liable to retire by rotation under the provisions of the erstwhile Companies Act, The Board has been advised that non-executive (independent) directors so appointed would continue to serve the term that was ascertained at the time of appointment as per the resolution pursuant to which they were appointed. Therefore, it stands to reason that only those non-executive (independent) directors who will complete their present term, at the ensuing AGM of the Company in June 30th 2014, being eligible and seeking reappointment, be considered by the shareholders for re-appointment for a term of up to five consecutive years. n-executive (independent) directors who do not complete their term at the ensuing AGM, will continue to hold office till expiry of their term (based on retirement period calculation) and would thereafter be eligible for re-appointment for a fixed term in accordance with the 2013 Act. 7. Means of Communication (a) Quarterly results: The un-audited quarterly results are announced within 45 days from the end of the quarter and the audited annual results within two months from the end of the last quarter, as stipulated under the listing agreement with the Delhi Stock Exchange Limited. (b) Newspapers wherein normally published : The Company published its unaudited/audited Financial Results in newspaper; and they are being uploaded on company website (c) Any Website, wherein displayed: (d) Whether Management Discussion & Analysis Report is a part of Annual Report: Yes Yes General Shareholders Information Annual General Meeting: Date : 30 th June, 2014 Day Time : Monday : 11:00 A.M. Place : D-5, Arya Nagar Society, 91 Patparganj, Delhi Page 15

17 Financial Year : 1 st April, 2013 to 31 st March, 2014 Alps Motor Finance Ltd [Annual Report ] Financial Calendar Tentative calendar of events for the financial year (April to March) is as under: Adoption of Quarterly Financial Results for: Results for the quarter ending June 30, 2014 By 14 th of August, Results for the quarter ending September 30, 2014 By 14 th of vember, Results for the quarter ending December 31, 2014 By 14 th of February, Results for the quarter ending March 31, 2015 By 30 th of May, 2015 Book Closure Book closure is from 25 th June, 2014 to 27 th June, 2014 (Both days inclusive) for the purpose of Annual General Meeting. Listing at Stock Exchange The names of stock exchanges at which the equity shares are listed and respective stock codes are as under: (a) Delhi Stock Exchange Limited The ISIN number allotted to the company for demat of shares are as under. NSDL: INE729P01014 CDSL: INE729P01014 During the year under review, Your Company has applied for listing of its equity shares on the platform of BSE Limited. Shareholders Complaints Company has not received any complaint during the financial year There is no complaint pending. Details of n Compliance There has been no instance of n Compliance with any Legal requirement, nor have there been any strictures imposed by any stock Exchange, SEBI or any matter relating to that. Page 16

18 Categories of Shareholding as at Category of Shares Percentage of (%) Indian Promoters Mutual Fund Body Corporate Individual/HUFs NRI/ OCBs Total DISTRIBUTION OF HOLDINGS SHARE OR DEBENTURE HOLDING OF NOMINAL VALUE OF SHARE/DEBENTURE HOLDERS SHARE/DEBENTURE AMOUNT Rs. Rs. Number % to Total In Rs. % to Total (1) (2) (3) (4) (5) Upto - 5, ,001-10, ,001-20, ,001-30, ,001-40, ,001-50, ,001-1,00, ,00,001 and above TOTAL Registrar & Transfer Agent/Investor Correspondence Skyline Financial Services Private Limited D-153 A, 1 ST Floor, Okhla Industrial Area, Phase I, New Delhi, Page 17

19 Tel.: Fax: Website: Company Secretary & Compliance Officer Ms. Shiwati Gandhi Company secretary and Compliance Officer D 5, Arya Nagar Society, 91 Patparganj, Delhi Contact: , alpsmotorfinance@yahoo.in Website: ADDRESS FOR CORRESSPONDENCE For any assistance, the shareholders can contact our Company Secretary at the following address: Alps Motor Finance Limited D-5, Arya Nagar Society, 91, Patparganj, New Delhi Phone., Fax alpsmotorfinance@yahoo.in A brief profile of Mr. Harshwardhan Koshal is given below in terms of the provisions of Clause 49 of the Listing Agreement. Mr. Harshwardhan Koshal Director retires by rotation and, being eligible, offer for re- appointment at the Annual General Meeting. Name Age Qualification Mr. Harshwardhan Koshal 69 Years Law Graduate Page 18

20 Expertise More than 35 years of experience in securities and financial services Date of First Appointment 25/02/2012 Date: 17 th May, 2014 Place: New Delhi By Order of the Board For Alps Motor Finance Limited Sd/- Sd/- Himanshu Agarwal Brij Kishore Sabharwal Director Director ( ) ( ) DECLARATION As provided under Clause 49 of the Listing Agreement with the Stock Exchanges, this is to confirm that all the Members of the Board have affirmed compliance with the Code of Conduct for the year ended 31 st March, For Alps Motor Finance Limited Place: New Delhi Date: 17/05/2014 Sd/- Brij Kishore Sabharwal Director ( ) Page 19

21 CEO / CFO CERTIFICATE I, Brij Kishore Sabharwal, Executive Director certify to the Board that: (a) I have reviewed financial statements and the cash flow statement for the year ended 31 st March, 2014 and that to the best of my knowledge and belief: (i) (ii) these statements do not contain any materially untrue statement or omit any material fact or contain statements that might be misleading; these statements together present a true and fair view of the Company s affairs and are in compliance with existing Accounting Standards, applicable laws and regulations. (b) There are, to the best of my knowledge and belief, no transactions entered into by the Company during the year which are fraudulent, illegal or volatile of the Company s Code of Conduct. (c) I accept responsibility for establishing and maintaining internal controls for financial reporting and that they have evaluated the effectiveness of internal control systems of the Company pertaining to financial reporting and I have disclosed to the Auditors and the Audit Committee, deficiencies in the design or operation of such internal controls, if any, of which they are aware and the steps they have taken or propose to take to rectify these deficiencies. (d) I have indicated to the Auditors and the Audit Committee: (i) (ii) (iii) significant changes in internal control over financial reporting during the year; significant changes in accounting policies during the year and that the same have been disclosed in the notes to the financial statements; and there are no instances of significant fraud of which we have become aware and the involvement therein, if any, of the management or an employee having a significant role in the Company s internal control system over financial reporting. Place: New Delhi Date: 17/05/2014 Brij Kishore Sabharwal Director ( ) Page 20

22 AUDITOR S CERTIFICATE ON CORPORATE GOVERNANCE Auditors Certificate on Corporate Governance to the Members of ALPS MOTOR FINANCE LIMITED We have examined the compliance of conditions of Corporate Governance by Alps Motor Finance Limited ("the Company"), for the year ended on 31 March 2014, as stipulated in Clause 49 of the Listing Agreement of the said Company with the stock exchanges. 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 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 above-mentioned 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. For B D Gupta & Co. Chartered Accountants Sd/- Mr. Manish Kumar Gupta (Partner) Membership.: FRN: C Place: New Delhi Date: 17/05/2014 Page 21

23 MANAGEMENT DISCUSSION & ANALYSIS REPORT Overview The financial statements have been prepared in compliance with the requirements of the Companies Act, 1956, guidelines issued by the Securities and Exchange Board of India (SEBI). Our Management accepts responsibility for the integrity and objectivity of these financial statements, as well as for the various estimates and judgments used therein. The estimates and judgments relating to the financial statements have been made on a prudent and reasonable basis, so that the financial statements reflect in a true and fair manner the form and substance of transactions, and reasonably present our state of affairs, profits and cash flows for the year. Industry structure and developments Changing economic and business conditions and rapid technological innovation are creating an increasingly competitive market environment that is driving corporations to transform their operations. Consumers of products and services are increasingly demanding accelerated delivery times and lower prices. Companies are focusing on their core competencies. The role of technology has evolved from supporting corporations to transforming their business. The Company continued to make progress in the high growth pick up market. New product offerings addressing gaps in the portfolio combined with finance schemes, facilitated increased penetration in the pickup segment. Strengths The Company is work out its future working strategy. The management will strengthen its working force to keep pace with the market condition as and when it plans to start activities at certain level. Threats The Company is mainly exposed to market risk (including liquidity risk), interest risk and credit risk. Competition The Company faces competition from various domestic and foreign financing service providers in the Indian automotive market. These companies have either formed jointventures with local partners or have established independently-owned operations in India. The global competitors bring international experience, global scale, advanced Page 22

24 technology and significant financial support, for the operations in India. The competition continues to intensify every year. The Company has designed its products to suit the requirements of the Indian market based on specific customer needs. HUMAN RESOURCES Management relations with the employees remain cordial. The company human resources philosophy is to establish and build a strong performance and competency drive with greater sense of accountability and responsibility. Date: 17 th May, 2014 Place: New Delhi By Order of the Board For Alps Motor Finance Limited Sd/- Sd/- Himanshu Agarwal Brij Kishore Sabharwal Director Director ( ) ( ) Page 23

25 M/S B D Gupta & Co. 95 B, Mayur Vihar, Phase II Chartered Accountants New Delhi INDEPENDENT AUDITOR S REPORT To, THE MEMBERS OF ALPS MOTORS FINANCE LIMITED REPORT ON THE FINANCIAL STATEMENTS We have audited the accompanying financial statements of ALPS MOTORS FINANCE LIMITED ( the Company ). Which comprise the balance sheet as at 31 st March 2014, the statement of profit and loss and the 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 Management is responsible for the preparation of these financial statements that give true and fair view of the financial position, financial performance and cash flows of the company in accordance with accounting standard referred to in sub section(3g) of section 211 of companies Act 1956 ( the Act ). This responsibility includes the design, implementation and maintenances of internal control relevant to the preparation and presentation of 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 financial statements based on our audit. We conducted our audit in accordance with the standards on auditing issued by the Institute of chartered accountant of India. Those standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement. An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor s judgment, including the assessment of the risks of material misstatement of the financial statement whether due to fraud or error. In making those risk assessments the auditor considers internal control relevant to the Company s Preparation and fair presentation of the financial statement in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by the management as well as evaluating the overall presentation of the financial statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion. OPINION In our opinion, and to the best of our information and according to the explanation given to us, the financial statements give the information required by the Act in the manner so Page 24

26 required and give a true and fair view in conformity with the accounting principles generally accepted in India: (a) In the case of balance sheet, the state of affairs of the company as at March 31, 2014, (b) the case of statement of profit and loss of the profit for the year ended on that date, and (c) In the case of the cash flow statement, of the cash flows of the company for the year ended on that date. REPORT ON OTHER LEGAL AND REGULATORY REQUIREMENTS 1. As required by the companies (auditor s report) order, 2003 ( the Order ) issued by the Central government of India in terms of sub-section (4a) of section227 of the Act, we give in the annexure a statement on the matters specified in paragraphs 4 and 5 of the order. 2. As required by the section 227(3) of the act, we report that : (a) We have obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purpose of the audit. (b) In our opinion, proper books of accounts as required by law have been kept by the company so far as appears from our examination of those books. (c) The balance sheet, the statement of profit and loss and the cash flow statement dealt with by this report are in agreement with the books of account. (d) In our opinion, the balance sheet, statement of profit and loss, and the cash flow statement comply with the accounting standards referred to in sub-section (3C)of section 211 of companies act 1956 (e) On the basis of written representation received from the directors as on 31 st March 2014, and taken on record by the board of directors, none of the directors is disqualified as on 31st march 2014, from being appointed as a director in terms of clause (g) of sub-section (1) of section 274 of Companies Act, For B D Gupta & Co. Chartered Accountants Sd/- Mr. Manish Kumar Gupta (Partner) Membership.: FRN: C Place: New Delhi Date: Page 25

27 ALPS MOTORS FINANCE LIMITED Alps Motor Finance Ltd [Annual Report ] (ANNEXURE TO THE AUDITOR S REPORT) Annexure referred to Companies (Auditor s Report) Order, 2003 ( the Order ) issued by the Central Government of India in terms of sub-section (4A) of section 227 of the Act. On the basis of such checks as we considered appropriate and according to the information and explanation given to us during the course of our audit, we report that: 1. (a) The company has maintained proper records showing full particulars including quantitative details and situation of its fixed assets. (b) As explained to us, fixed assets have been physically verified by the management at reasonable intervals; no material discrepancies were noticed on such verification. (c) In our opinion and according to the information and explanations given to us, no fixed asset has been disposed during the year and therefore does not affect the going concern assumption. 2. (a) As per expiated to us the company does not have not any inventory. So clause (b), and (c) are not applicable. 3. (a) According to the information and explanations given to us and on the basis of our examination of the books of account, the Company has not granted any loans, secured or unsecured, to companies, firms or other parties listed in the register maintained under Section 301 of the Companies Act, Consequently, the provisions of clauses iii (b), iii(c) and iii (d) of the order are not applicable to the Company. (e) According to the information and explanations given to us and on the basis of our examination of the books of account, the Company has not taken loans from companies, firms or other parties listed in the register maintained under Section 301 of the Companies Act, Thus sub clauses (f) & (g) are not applicable to the company. 4. In our opinion and according to the information and explanations given to us, there is generally an adequate internal control procedure commensurate with the size of the company and the nature of its business, for the purchase of inventories & fixed assets and payment for expenses & for sale of goods. During the course of our audit, no major instance of continuing failure to correct any weaknesses in the internal controls has been noticed. 5. a) Based on the audit procedures applied by us and according to the information and explanations provided by the management, the particulars of contracts or arrangements referred to in section 301 of the Act have been entered in the register required to be maintained under that section. Page 26

28 b) As per information & explanations given to us and in our opinion, the transaction entered into by the company with parties covered u/s 301 of the Act does not exceeds five lacs rupees in a financial year therefore requirement of reasonableness of transactions does not arises. 6. The Company has not accepted any deposits from the public covered under section 58A and 58AA of the Companies Act, As per information & explanations given by the management, the Company has an internal audit system commensurate with its size and the nature of its business. 8. As per information & explanation given by the management, maintenance of cost records has not been prescribed by the Central Government under clause (d) of sub-section (1) of section 209 of the Act for the company. 9. (a) According to the records of the company, undisputed statutory dues including Provident Fund, Investor Education and Protection Fund, Employees State Insurance, Income-tax, Sales-tax, Wealth Tax, Service Tax, Custom Duty, Excise Duty, cess to the extent applicable and any other statutory dues have generally been regularly deposited with the appropriate authorities. According to the information and explanations given to us there were no outstanding statutory dues as on 31st of March, 2014 for a period of more than six months from the date they became payable. (b) According to the information and explanations given to us, there is no amounts payable in respect of income tax, wealth tax, service tax, sales tax, customs duty and excise duty which have not been deposited on account of any disputes. 10. The Company have accumulated losses less then the 50% of the net worth of the company at the end of the year and has not incurred any cash losses during the current year and immediately preceding financial year. 11. Based on our audit procedures and on the information and explanations given by the management, we are of the opinion that, the Company has not defaulted in repayment of dues to a financial institution, bank or debenture holders. 12. According to the information and explanations given to us, the Company has not granted loans and advances on the basis of security by way of pledge of shares, debentures and other securities. 13. The Company is not a chit fund or a nidhi /mutual benefit fund/society. Therefore, the provision of this clause of the Companies (Auditor's Report) Order, 2003 (as amended) is not applicable to the Company. 14. According to information and explanations given to us, the Company is trading in Shares, Mutual funds & other Investments. Proper records & timely entries have been maintained in this regard & further investments specified are held in their own name. Page 27

29 15. According to the information and explanations given to us, the Company has not given any guarantees for loan taken by others from a bank or financial institution. 16. Based on our audit procedures and on the information given by the management, we report that the company has not raised any term loans during the year. 17. Based on the information and explanations given to us and on an overall examination of the Balance Sheet of the Company as at 31st March, 2014, we report that no funds raised on short-term basis have been used for long-term investment by the Company. 18. Based on the audit procedures performed and the information and explanations given to us by the management, we report that the Company has not made any preferential allotment of shares during the year. 19. The Company has no outstanding debentures during the period under audit. 20. The Company has not raised any money by public issue during the year. 21. Based on the audit procedures performed and the information and explanations given to us, we report that no fraud on or by the Company has been noticed or reported during the year, nor have we been informed of such case by the management. For B D Gupta & Co. Chartered Accountants Sd/- Mr. Manish Kumar Gupta (Partner) Membership.: FRN: C Place: New Delhi Date: Page 28

30 ALPS MOTOR FINANCE LIMITED CIN:U65923DL1987PLC Balance Sheet as at 31st March, 2014 Particulars te As at As at I. EQUITY AND LIABILITIES (1) Shareholder's Funds (a) Share Capital 1 100,463, ,330, (b) Reserves and Surplus 2 1,442, ,268, (c) Money received against share warrants - - (2) Share application money pending allotment (a) Share Application Maoney - - (3) n-current Liabilities (a) Long-term borrowings 3 14,400, (b) Deferred tax liabilities (Net) 4-3, (c) Other Long term liabilities (d) Long term provisions (4) Current Liabilities (a) Short-term borrowings 7 22,900, (b) Trade payables (c) Other current liabilities 9 3,467, , (d) Short-term provisions 10 84, , Total 142,758, ,692, II. Assets (1) n-current assets (a) Fixed assets 11 (i) Tangible assets 176, , (ii) Intangible assets - - (iii) Capital work-in-progress - - (iv) Intangible assets under development - - (b) n-current investments 12 35,560, ,500, (c) Deferred tax assets (net) (d) Long term loans and advances 14 42,227, ,669, (e) Other non-current assets , (2) Current assets (a) Current investments (b) Inventories 17-8,472, (c) Trade receivables 18 1,849, (d) Cash and cash equivalents 19 1,125, , (e) Short-term loans and advances 20 60,784, ,000, (f) Other current assets , , Total 142,758, ,692, NOTES TO ACCOUNTS tes referred to above and notes attached there to form an integral part of Balance Sheet As per our report of even date attached. For B D Gupta & Co. ALPS MOTOR FINANCE LIMITED Chartered Accountants Sd/- Sd/- Sd/- CA. Manish Kumar Gupta Brij Kishore Sabharwal Himanshu Agarwal (Partner) Director Director Membership. : DIN: DIN: FRN:022696N Place: Delhi Date: 17/05/2014 Sd/- Shiwati Gandhi Company Secretary Page 29

31 ALPS MOTOR FINANCE LIMITED Profit and Loss statement for the year ended 31st March, 2014 Particulars te As at As at I. Revenue from operations 22,419, ,601, II. Other Income IV. Expenses: Cost of materials consumed III. Total Revenue (I +II) , ,419, ,663, ,910, ,094, Purchase of Stock-in-Trade - - Changes in inventories of finished goods, work-in-progress and Stock-in-Trade 24 8,472, ,912, Employee benefit expense Financial costs Depreciation and amortization expense Other expenses Total Expenses V. Profit before exceptional and extraordinary items and tax. (III - IV) ,197, , , , , , ,534, , ,168, ,495, , , VI. Exceptional Items - - VII. Profit before extraordinary items and tax (V - VI) 251, , VIII. Extraordinary Items - - IX. Profit before tax (VII - VIII) 251, , X. Tax expense: (1) Current tax 82, , (2) Deferred tax (4,319.00) 3, (3) Income tax Adjustment - (4) Deferred tax Adjustment - - XI. Profit(Loss) from the operations. XII.Profit/(loss) from discontinuing operations (IX-X) 173, , XIII. Tax expense of discounting operations - - XIV. Profit/(Loss) balance transferred to Balance Sheet. (XII - XIII) - - XV. Profit/(Loss) for the period (XI + XIV) 173, , XVI. Earning per equity share: (1) Basic (2) Diluted Page 30

32 tes referred to above and notes attached there to form an integral part of Profit & Loss Statement As per our report of even date attached. For B D Gupta & Co. ALPS MOTOR FINANCE LIMITED Chartered Accountants Sd/- Sd/- Sd/- CA. Manish Kumar Gupta Brij Kishore Sabharwal Himanshu Agarwal (Partner) Director Director Membership. : DIN: DIN: FRN:022696N Place: Delhi Date: 17/05/2014 Sd/- Shiwati Gandhi Company Secretary Page 31

33 te : 1 Share Capital 1 AUTHORIZED CAPITAL ALPS MOTOR FINANCE LIMITED CIN:U65923DL1987PLC tes Forming Part of the Balance Sheet Particulars As at As at ,00,50,000 Equity Shares of Rs. 10/- each. 100,500, ,500, ISSUED Equity Shares (PY Equity Shares) of Rs. 10/- each. 100,463, ,330, SUBSCRIBED & PAID UP CAPITAL Equity Shares (PY Equity Shares) of Rs. 10/- each. 100,463, ,330, Total 100,463, ,330, Particulars As at As at (a) Share Application Maney Total - - te : 2 Reserve & Surplus Particulars As at As at Surplus (Profit & Loss Account): Op. Balance of Profits & Loss A/C 1,268, ,158, Profit & Loss (Adj for IT) - 4, Current Year Profit & Loss A/C 173, , Total 1,442, ,268, te : 3 Long Term Borrowings Particulars As at As at Bonds / Debentures Term Loan - From Bank From Other Parties Deferred Payment Liabilities Deposit Loans & Advances From Related Parties Long Term Maturities of Finane lease obligation Loans From Directors Other Loans 14,400, Total 14,400, Page 32

34 te : 4 Defferred Tax Liabilities (Net) Particulars As at As at Defferred Tax Liability - 3, Total - 3, te : 5 Other Long Term Liabilities Particulars As at As at Trade Creditors - 2 Others - - Total - - te : 6 Long Term Provisions Particulars As at As at Provision from Employement Benefit Other - - Total - - te : 7 Short Term Borrowings 1 Loan Repayable on Demand Particulars As at As at From Bank From Other Parties 22,900, Loans & Advances From Related Parties Depsoits Others - Total 22,900, te : 8 Trades Payable Particulars As at As at Other Payables - - Total - - te : 9 Other Current Liabilities Particulars As at As at Audit Fees Payable 26, , Other Current Liabilities 3,078, Page 33

35 3 Expenses Payable 280, Salary Payable 82, , Total 3,467, , te : 10 Short Term Provisions Particulars As at As at Provision From Employees Benefit Others Provision For Income Tax 84, , Total 84, , te : 12 n Current Investment Particulars As at As at Investment in Property Investment in Equity Instrument 35,560, Other Investment Investments (n-current) - 4,500, Investment in Mutual Fund 5 Investment in Partnership Firm Total 35,560, ,500, te : 13 Deferred Tax Assets (Net) Particulars As at As at Deferred Tax Total te : 14 Long Term Loans and Advances Particulars As at As at I) Capital Assets a) Secured, Considered Good : - - b) Unsecured, Considered Good : - - II) c) Doubtful - - Security Deposit a) Secured, Considered Good : - - b) Unsecured, Considered Good : - - c) Doubtful - - III) Loans & Advances to related parties - - Page 34

36 IV) Other Loans & Advances 42,227, ,669, Total 42,227, ,669, te : 15 Other n Current Assets Particulars As at As at Long Term Trade Receivables a) Secured, Considered Good : - - b) Unsecured, Considered Good : - - c) Doubtful Others - - Misc Expenditure 670, Total 670, te :16 Current Investment Particulars As at As at Investment in Equity Investment in Preference Shares Investment in Govt Securities Investment in debentures & Bonds Investment in Mutual Fund Investment in Partnership Firm Others Current Investments - - Total - - te : 17 Inventories Particulars As at As at Stock-in-Trade - 8,472, Total - 8,472, te : 18 Trade Receivables Particulars As at As at Outstanding for more than six months a) Secured, Considered Good : - - b) Unsecured, Considered Good : - - c) Doubtful Others a) Secured, Considered Good : Page 35

37 - - b) Unsecured, Considered Good : 1,849, c) Doubtful - - Total 1,849, te : 19 Cash & Cash Equivalent Particulars As at As at Cash-in-Hand (i) Cash Balance 163, , Bank Balance Bank Balance (With Schedule Bank) Sub Total (A) 163, , Balance With Scheduled Banks 961, , Sub Total (B) 961, , Total [ A + B] 1,125, , te :20 Short Terms Loans and Advances Particulars As at As at Loans & Advances from related parties a) Secured, Considered Good : - - b) Unsecured, Considered Good : - - c) Doubtful Others - Loans & Advances 60,784, ,000, Total 60,784, ,000, te : 21 Other Current Assets Particulars As at As at Advance Income Tax TDS 363, , Total 363, , Page 36

38 ALPS MOTOR FINANCE LIMITED CIN:U65923DL1987PLC te : 11 Fixed Assets Gross Block Depreciation Net Block Particulars Rate Value as on Addition during the year Deductio n during the year Value as on Value as on Addition during the year Deductio n during the year Value as on WDV as on WDV as on I Tangible Assets Computer 40.00% 35, , , , , , , Furnitures & Fixtures 18.10% 250, , , , , , , Office Equipments 13.91% 57, , , , , , SUB TOTAL (A) 343, , , , , , , II Intangible Assets SUB TOTAL (B) III Capital Work-in-progress IV SUB TOTAL (C) Intangible Assets Under Development SUB TOTAL (D) Total [A + B + C + D] (Current Year) 343, , , , , , , (Previous Year) 343, , , , Page 37

39 te : 22 Other Income Particulars 1 INCOME (OTHERS) ALPS MOTOR FINANCE LIMITED CIN:U65923DL1987PLC tes Forming Part of the Profit & Loss Statement As at As at Other Income - 61, Total (A) - 61, Total - 61, te : 23 Cost of Material Consumed As at As at Particulars Operating Cost 10,910, ,094, Total 10,910, ,094, te : 24 Change in Inventories As at As at Particulars Opening Stock 8,472, ,385, Closing Stock - 8,472, Total 8,472, ,912, te : 25 Employment Benefit Expenses As at As at Particulars Salaries & Wages 917, , Staff & Labour Welfare Expenses 280, , Total 1,197, , te :26 Financial Cost Particulars As at As at Bank Expenses 8, , Total 8, , tes Forming Part of the Profit & Loss Statement te : 27 Depreciation & Amortised Cost Particulars As at As at Depreciation 44, , Total 44, , Page 38

40 te : 28 Other Expenses Particulars As at As at Administrative Expenses: Audit Fees 15, , Advertising Expenses 75, Listing Fee 67, Misc. Exp. 55, , Legal and Professional Charges 161, Business Promotion Expenses 525, Repair & Maintanance 49, Filling Fee 12, , Printing & Stationary Expenses 30, Telephone Expenses 35, Travelling Expenses 140, Transaction Charges - 15, Conveyance Expenses 66, General Expenses 59, Office Expenses 73, Expenses W/o 167, Total 1,534, , Fixed Assets & Depreciation Schedule AS PER INCOME TAX ACT ACT PARTICULARS OP.BAL. ADDITION DEPRECIATION MORE Value as on THAN LESS THAN DAYS 180 DAYS DELETION BALANCE RATE FOR THE YEAR NET BLOCK Value as on Computer 14, , % 8, , Furnitures & Fixtures 216, , % 21, , Office Equipments 2, , % , TOTAL 233, , , , Page 39

41 ALPS MOTOR FINANCE LIMITED CIN:U65923DL1987PLC te : 29 SIGNIFICANT ACCOUNTING POLICIES & NOTES TO THE ACCOUNTS A- SIGNIFICANT ACCOUNTING POLICIES 1 Basis of Accounting The financial statements are prepared under the historical cost convention on the concept of a going concern, in accordance with the Generally Accepted Accounting Principles and mandatory Accounting Standards as notified under the Companies (Accounting Standards) Rules, 2006 and as per the provisions and presentational requirements of the Companies Act, Changes in Accounting policies The accounting policies adopted are consistent with those of previous financial year. The management assures that there has been no change in accounting policies as compared to that of previous year which would have any significant effect on these financials. 3 Recognition of Income Export Sales represents invoiced Value of goods Sold. Other Income is recognized and accounted for on accrual basis unless otherwise stated. 4 Tangible Fixed Assets Fixed assets are stated at cost less accumulated depreciation and impairment losses, if any. Cost comprises the purchase price and any attributable cost of bringing the asset to its working condition for its intended use. Borrowing costs relating to acquisition of fixed assets which take substantial period of time to get ready for its intended use are also included to the extent they relate to the period till such assets are ready to be put to use. 4 (A)- Depreciation on tangible fixed assets Depreciation has been provided on Land. 5 Taxes on Income Current tax is determined and provided for on the amount of taxable income at the applicable rates for the relevant financial year. Deferred Tax Assets and Liabilities (DTA/ DTL) are recognized, subject to consideration of prudence, on timing differences, being the difference between taxable income and accounting income that originate in one period and is capable of reversal in one or more subsequent periods. The DTA is recognized only to the extent that there is reasonable certainty of sufficient future profits against which such DTA can be realized. 6 Contingent Liability The contingent liabilities, if any, are disclosed in the tes to Accounts. Provision is made in the accounts, if it becomes probable that there will be outflow of resources for settling the obligation. 7 Events occurring after the balance sheet date Adjustments to assets and liabilities are made for events occurring after the balance sheet date to provide additional information materially affecting the determination of the amounts of assets or liabilities relating to conditions existing at the balance sheet date. 8 Earnings Per Share Basic earnings per share are calculated by dividing the net profit or loss for the year/ period attributable to equity shareholders by the weighted average number of equity shares outstanding during the year/ period. 9 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 the disclosure of contingent assets and liabilities on the date of the financial statements and the results of operations during the reporting year. Actual results could differ from those estimates. Any revision to accounting estimates is recognized prospectively in current and future periods. 10 Foreign Currency Transaction Transactions denominated in foreign currencies are normally recorded at the exchange rate prevailing at the time of the transaction. Monetary items denominated in foreign currencies at the year end are translated at the rate ruling at the year end rate. Page 40

42 B- NOTES TO THE ACCOUNTS 1) The previous year's figures have been reworked, regrouped, rearranged and reclassified wherever necessary. 2) Reconciliation of s. Of Shares PARTICULARS Number of Equity Shares at the beginning 3,033,020 3,033,020 Add:- Number of Shares Issued 7,013,350 - Number of Equity Shares at the end 10,046,370 3,033,020 3) Below are the name of the shareholders holding more than 5% of Shares of the company Name Class of Share. of Share Holding % of Holding (i) Equity Nil Nil 4) All the investments made by the company are valued at Cost. 5) Managerial Remuneration: 6) The inventories of the company are valued as per cost price and market price whichever is less. 7) Deferred tax arising on account of timing difference and which are capable of reversal in one or more subsequent periods is recognized using the tax rates and tax laws that have been enacted or substantively enacted. Deferred tax assets are recognized unless there is virtual certainty with respect to the reversal of the same in future years. 8) The revised Schedule VI as notified under the companies Act,1956, has become applicable to the company for the presentation of its financial statements for the year ending March 31st, The adaptation of the revised Schedule VI requirements has significantly modified the presentation and disclosures which have been complied with in these financial statements Previous year figures have been reclassified in accordance with current year requirements. 9) All schedules annexed to and form integral part of the Balance Sheet and Profit & Loss Account. 10) Minimum Alternative Tax (MAT) is recognized as an asset only when and to the extent there is convincing evidence that the company will pay normal income tax during the specified period. The Company reviews the same at each balance sheet date and writes down the carrying amount of MAT Credit Entitlement to the extent there is no longer convincing evidence to the effect that company will pay normal Income Tax during the specified period. 11) Value of Import on CIF Basis Nil 12) Earnings in Foreign Exchange (FOB Value) Nil 13) Expenditure in Foreign Currency Nil 14) The Company has no employee to whom the provisions of section 217 (2A) of the Companies Act, 1956 are applicable. Page 41

43 15) Earning Per Share: Particulars As at Net profit after tax available for Equity Shareholders (Rs.) (A) Weighted Avg. Number Equity Shares outstanding (s.) (B) Dilutive potential Equity Shares (s.) - Dilutive shares outstanding (s.) (C) minal value per Equity Shares (Rs./ Share) 10 Basic Earnings per share (Rs./ Share) (A) / (B) Diluted Earnings per share (Rs./ Share) (A) / (C) As per our report of even date attached. For B D Gupta & Co. ALPS MOTOR FINANCE LIMITED Chartered Accountants Sd/- Sd/- Sd/- CA. Manish Kumar Gupta Brij Kishore Sabharwal Himanshu Agarwal (Partner) Director Director Membership. : DIN: DIN: FRN:022696N Place: Delhi Date: 17/05/2014 Sd/- Shiwati Gandhi Company Secretary Page 42

44 ALPS MOTOR FINANCE LIMITED Cash Flow Statement For the Year Ending 31-Mar-2014 Alps Motor Finance Ltd [Annual Report ] Amounts Rs. Amounts Rs. Particulars (A)CASH FLOW FROM OPERATING ACTIVITIES:- 1.Net profit before tax 251, ,016 2.Adjustment for: Add: Depreciation & Amortisation Expenses 44,615 58,275 Add: Preliminary Expenses 167,711 Operating Profit before Working capital changes 463, ,291 3.Working Capital Changes: Decrease (Increase) in Trade & Other Receivables (1,849,400) Decrease (Increase) in Inventories 8,472,882 3,912,291 Decrease (Increase) in Other Current Assets (308,114) - Increase (Decrease) in Trade & Other Payables - - Increase (Decrease) in Current Liabilities & Provisions 3,436,373-7,413,540 Increase (Decrease) in Other Liabilities - - Net Changes in Working Capital 9,751,741 (3,501,249) Cash Generated from Operations 10,215,500 (3,274,958) Adjustment of Taxes 55,722 (42,808) Net Cash Flow from Operating Activities (A) 10,159,778 (3,232,150) (B.) CASH FLOW FROM INVESTING ACTIVITIES : Purchase of Fixed Assets - (275,750) (Increase) Decrease in Other n Current Assets - - (Increase) Decrease in Long Term Loans & Advances (33,557,548) (8,669,768) (Increase) Decrease in Short Terms Loans & Advances (51,784,758) 3,614,827 Decrease (Increase) in Current Investments - 3,000,000 Decrease (Increase) in n Current Investments (31,060,000) - Net Cash Flow from Investing Activities (B) (116,402,306) (2,330,691) (C.) CASH FLOW FROM FINANCING ACTIVITIES : Issue of share capital and Proceeds from Share Application Money 70,133,500 - Increase in Long Terms Borrowings 14,400,000 Increase in Short Terms Borrowings 22,900,000 - Preliminary Expenses incurred (838,553) - Net Cash Flow from Financing Activities (C) 106,594,947 - Net Increase / (Decrease) in Cash & Cash Equivalents ( A-B+C ) 352,419 (5,562,841) Cash and cash equivalents at the beginning of the year / Period Cash and cash equivalents at the end of the year/ Period 772,713 6,335,554 1,125, ,713 Page 43

45 * te: The above Cash Flow Statement has been prepared under "Indirect Method" as set out in the Accounting Standard (AS) 3 on Cash Flow Statements issued by the Institute of Chartered of Accountants of India. As per our report of even date For B D Gupta & Co. Chartered Accountants ALPS MOTOR FINANCE LIMITED Sd/- Sd/- Sd/- CA. Manish Kumar Gupta Brij Kishore Sabharwal Himanshu Agarwal (Partner) Director Director Membership. : DIN: DIN: FRN:022696N Place: Delhi Date: 17/05/2014 Sd/- Shiwati Gandhi Company Secretary Page 44

46 ATTENDANCE SLIP ALPS MOTOR FINANCE LIMITED Regd. Office: D-5, Arya Nagar Society, 91, Patparganj New Delhi alpsmotorfinance@yahoo.in Website: Name & Address of the Shareholder..... Ref. Folio.:. of Shares held : DP ID Client ID I hereby record my presence at the 27 th Annual General Meeting of the Company held on Monday, the 30 th June, 2014 at A.M. at D-5, Arya Nagar Society, 91, Patparganj New Delhi Name of the Shareholder / Proxy Present Signature of the Shareholder / Proxy Present te: Shareholders /Proxy holder wishing to attend the meeting should bring the attendance slip to the meeting and hand over the same at the entrance duly signed. Page 45

47 PROXY FORM ALPS MOTOR FINANCE LIMITED Regd. Office: D-5, Arya Nagar Society, 91, Patparganj New Delhi alpsmotorfinance@yahoo.in Website: I/We Of. being a member/members of ALPS MOTOR FINANCE LIMITED hereby appoint...of. of failing him. of... as my/our proxy to vote for me/us and on my /our behalf at the 27 th Annual General Meeting of the Company to be held on Monday, the 30 th June, 2014 at A.M. at D-5, Arya Nagar Society, 91, Patparganj, New Delhi or any adjournment thereof. Signed this... Day of Ref. Folio. /DP ID Client ID Signature. Revenue Stamp. of Shares 1 The proxy need not be a member of the Company. 2 The proxy must be returned so as to reach the Registered Office of the Company not less than 48 hours before the time for holding the aforesaid meeting. Page 46

48 ALPS MOTOR FINANCE LIMITED D-5, Arya Nagar Society, 91, Patparganj, New Delhi Phone., Fax Page 47