Dear Members,
Abhinav Leasing and Finance Limited
The Board of Directors hereby pleasure to present business and operation of your
company along with audited financial statements, for the financial year ended March 31,
2025.
CHANGE IN NATURE OF BUSINESS
During the year there was no change in nature of business of the company.
DIRECTORS
Composition of Board of Directors:-
FINANCIAL SUMMARY
(Amount in Rs.)
PARTICULARS |
F.Y. 202425 |
F.Y. 202324 |
| Sales/ Income from operations |
392,039,755 |
337,255,557 |
| Total Expenses |
390,234,087 |
335,449,245 |
| Profit/ (loss) before exceptional item and tax |
2,920,393 |
2,996,338 |
| Less: Exceptional Items |
0.00 |
0.00 |
| Profit/ (loss) before tax for the year |
2,920,393 |
2,996,338 |
| Less: Income tax and deferred tax expenses |
611,253 |
-532,094 |
Profit after tax for the year |
2,300,708 |
2,464,244 |
| Other Comprehensive Income/ Loss |
0.00 |
0.00 |
Net Profit/ Loss for the Year |
2,300,708 |
2,464,244 |
S.NO NAME |
DESIGNATION |
1 Mr. Atul Kumar Agarwal |
Director |
2 Mrs. Mamta Agarwal |
Managing Director |
3 Mr. Amit Aggarwal |
Director /CFO |
| 4. Mr. Rajeev Garg |
Independent Director |
| 5. Mr. Nikhil Bansal |
Independent Director |
The composition of the Board is in line with the requirements of the Companies Act,
2013 and the SEBI (Listing Obligations and Disclosure Requirements) (LODR) Regulations,
2015. All the Directors have vast knowledge and experience in their relevant fields and
the Company had benefitted immensely by their presence in the Board.
Rotation of Directors
Mr. Amit Aggarwal (DIN 02504414) is liable to retire by rotation at the ensuing Annual
General Meeting and being eligible offer himself for reappointment. The Board of Directors
recommends the re-appointment of Mr. Amit Aggarwal (DIN 02504414) as Director of the
Company. The Brief profile Amit Aggarwal (DIN 02504414) recommended for re-appointment is
enclosed with the Notice for the 41st AGM of the Company.'
COMPANY’S PERFORMANCE
Your Company has delivered another year, during the year company continuously strive to
enhance its performance and management is working upon to maintain this advancement for
future year as well, so that performance would be better.
Composition of Board of Directors
Mr. Atul Kumar Agarwal (Director), Mrs. Mamta Agarwal (Managing Director), Mr. Amit
Aggarwal (Director /CFO), Mr. Rajeev Garg (Independent Director) and Mr. Nikhil Bansal
(Independent Director) & Ms. Geeta, Company Secretary & Compliance Officer are the
KMPs of the Company, as recorded by the Board as on March 31, 2025.
SUBSIDIARY COMPANIES. IOINT VENTURES & ASSOCIATE COMPANIES
As on 31st March 2025, the Company has no Subsidiary, Joint-Venture or
Associate companies.
CONSOLIDATED FINANCIAL STATEMENT
As the Company have no Subsidiary, Joint- Venture or Associate companies as on 31st
March, 2025. Hence, there is no requirement for the company to prepare Consolidated
Financial Statements.
REPORTING OF FRAUDS
There have been no instances of fraud reported by the Statutory Auditors under Section
143 of the Act read with relevant Rules framed there under either to the Company or to the
Central Government.
CORPORATE GOVERNANCE
Even though as per the provisions of Companies Act, 2013 regarding Corporate Governance
are not attracted to the company yet the company has been indulged in the enhancement of
shareholder value through sound business decisions, prudent to financial management and
high standard of ethics throughout the organization.
DEPOSITS
During the year under review the Company has not accepted any deposit falling within
the meaning of section 73 of the Companies Act, 2013 and the Companies (Acceptance of
Deposits) Rules, 2014.
DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR
TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY’S OPERATIONS IN FUTURE
During the year there was no significant and material order passed by any regulators or
court or tribunal which would impact the going concern status and company's operations in
future.
INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY
The Company has an Internal Control System, commensurate with the size, scale and
complexity of its operations. The internal Audit functions reports to the Chairman of the
Audit Committee and to Chairman and Managing Director of the Company.
M/s Sandeep Kumar Singh (M. No. 511685) has been appointed as Internal Auditor of the
company.
The Internal Audit monitors and evaluates the efficiency and adequacy of internal
control systems in the company. It's compliances with operating systems, accounting
procedure and policies of the Company.
DISCLOSURE OF COST RECORD
The provision of Section 148 (1) shall not apply to company hence; there is no
requirement to maintain cost audit record in company as specified by central Government.
MEETING OF BOARD OF DIRECTORS
A calendar of Meetings is prepared and circulated in advance to the Directors. During
the year eight (8) times Board Meetings held. The intervening gap between the Meetings was
within the period prescribed under the Companies Act, 2013.
During the year from 1st April 2024 to 31st March 2025, the Board
of Directors met eight (08) times 26-04-2024, 30-05-2024, 12-082024, 02-09-2024,
05-09-2024, 14-11-2024, 25-01-2025, 12-02-2025
DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to Section 134 (5) of the Companies Act, 2013, your Directors report as under:
a) That in the preparation of the annual accounts, the applicable accounting standards
have been followed.
b) That the Directors have 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 or loss of the company for that period.
c) That the directors have 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) That the Directors have prepared the annual accounts on a going concern basis.
e) That the Directors had laid down internal financial controls to be followed by the
Company and that such internal financial controls are adequate and operating effectively.
f) That 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.
g) No proceedings are pending under the Insolvency and Bankruptcy Code, 2016 during the
year.
h) The details of difference between amount of the valuation done at the time of one
time settlement and the valuation done while taking loan from the Banks or Financial
Institutions along with the reasons thereof, is not applicable on the company.
DECLARATION BY INDEPENDENT DIRECTORS
The Company Board has two (2) Independent Directors i.e. Mr. Rajeev Garg and Mr. Nikhil
Bansal. The company has received necessary declaration from both Directors under section
149 of the Companies Act, 2013 that they meet the criteria of Independence laid down in
section 149 of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 and subsequently the same was placed at the Board Meeting
held on April 26, 2024.
POLICY ON DIRECTOR’S APPOINTMENT AND REMUNERATION
The current policy is to have an appropriate mix of executive, non-executive and
independent Director to maintain the independence of the Board, and separate its functions
of governance and management. As of March, 31 2025, the Board had five (5) Directors.
The Policy of the company on directors' appointment and remuneration, including the
criteria for determining qualifications, positive attributes, independence of a director
and other matters, as required under sub-section (3) of section 178 of Companies Act, 2013
is in place and maintained by company as per law.
EXPLANATIONS BY BOARD ON QUALIFICATIONS BY STATUTORY AUDITOR- SECRETARIAL AUDITOR
There is a qualification in report of Statutory Auditor which is:-
The company has used accounting software for maintaining its books of accounts for the
financial year ended on March 31, 2025 which does not have a feature of recording audit
trails (edit log) facility and the same has been operated throughout the year for all
relevant transaction recorded in the software.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENT
The detail of any loan or guarantees or securities and investment made during the year
2024-25 covered under the provisions of section 186 of the Companies Act, 2013 given under
note 28 to financial statement.
RELATED PARTY TRANSACTIONS
The detail of any Related Party Transactions made during the year 2024-25 covered under
the provisions of section 188 of the Companies Act, 2013 given under note 28 to financial
statement. AOC-2 as per the Companies Act, 2013 has been attached herewith under
"Annexure A".
RESERVES
The Company has profit of 2,300,708/- for the financial year ended on 31st March, 2025.
DIVIDENDS
The management believes that the profits earned during the financial year must be
retained and redeployed for the operations of the Company. As the Company needs further
funds to enhance its business operations, upgrade the efficiency and to meet out the
deficiencies in working capital, the Directors do not recommend any dividend on Equity
Shares for the financial year 2024-25.
MATERIAL CHANGES AND COMMITMENTS
There is no material change took place between the end of the financial year of the
company to which the financial statements relate and the date of the report in the company
which may affect the financial position of the company.
CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO
The information required to be furnished under section 134 (3)(m) of the Companies Act,
2013 read with the Companies (Accounts) Rules, 2014 relating to Conservation of Energy,
Technology absorption and Foreign Exchange earnings and outgo is annexed in "
Annexure B" herewith and forming part of this report.
WHISTLE BLOWER POLICY OR VIGIL MECHANISM FOR DIRECTORS AND EMPLOYEES
Your Company has in place, a comprehensive Whistle Blower Policy or vigil mechanism in
compliance with Section 177 (9) & 177 (10)of the Companies Act, 2013 and as per
Regulation 4 (2) (d) (iv) & 34 (3) read with Para 10 of Part C of Schedule V of the
SEBI (LODR) Regulations, 2015.
RISK MANAGEMENT POLICY
A statement indicating development and implementation of a risk management policy for
the company including identification therein of elements of risk, if any, this in the
opinion of the Board may threaten the existence of the company.
BUSINESS RISK MANAGEMENT
The main objective of this policy is to ensure sustainable business growth with
stability and to promote a pro-active approach in reporting, evaluating and resolving
risks associated with the business. In order to achieve the key objective, the policy
establishes a structured and disciplined approach to Risk Management, in order to guide
decisions on risk related issues.
In today's challenging and competitive environment, strategies for mitigating inherent
risks in accomplishing the growth plans of the Company are imperative. The common risks
inter alia are: Regulations, competition, Business risk, Technology obsolescence,
Investments, retention of talent and expansion of facilities.
Business risk, inter-alia, further includes financial risk, political risk, fidelity
risk, legal risk. As a matter of policy, these risks are assessed and steps as appropriate
are taken to mitigate the same.
CORPORATE SOCIAL RESPONSIBILITY INITIATIVES
The Company needs not to comply with the provisions of Section 135 of Companies act,
2013, as the company does not fall in eligibility ambit of Corporate Social Responsibility
initiatives.
SHARE CAPITAL
The paid up Equity Share Capital as on 31st March, 2025 was 4,99,80,000 @
Rs. 1/- per equity share. The Company not issued shares with differential voting rights
nor granted stock options nor sweat equity.
BOARD EVALUATION
Pursuant to the provisions of the Companies Act, 2013, and SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015, the Board has carried out an annual
evaluation of its own performance, its Committees, as well as the Directors individually.
The outcome of the Board evaluation was discussed by the Nomination & Remuneration
Committee and at the Board Meeting held on November 04, 2024 and improvement areas were
discussed.
Performance Evaluation of Board, its Committees and individual Directors In compliance
with the provisions of Section 178 (3) of the Companies Act, 2013, the Company has put in
place a Policy on Nomination and Remuneration which sets out inter-alia, the attributes
and criteria for the annual performance evaluation of the Board, its Committees and
individual Directors including the Managing Director.
The Board of Directors have carried out the annual evaluation based on criteria and
framework adopted by the Board and in accordance with existing regulations. The Board, as
a whole, carries out an assessment of its own performance, its Committees and Independent
Directors, excluding the Director being evaluated. Performance of the Board and its
Committees was evaluated on various parameters such as structure and composition, meetings
and procedures, diversity, corporate governance competencies, performance of specific
duties and obligations, quality of decision-making and overall Board effectiveness.
Performance of individual Directors was evaluated on parameters such as meeting
attendance, participation and contribution, engagement and relationship with other members
on the Board, knowledge and experience, responsibility towards stakeholders, leadership
and management qualities and independent judgment.
The major performance indicators of the NonExecutive Directors and Independent
Directors are as follows:
(i) Understanding and knowledge of the market in which the Company is operating.
(ii) Ability to appreciate the working of the Company and the challenges it faces.
(iii) Attendance of meeting.
(iv) Extend of participation and involvement in the meetings.
(v) Ability to convey his views and flexibility to work with others.
The evaluation process was carried out by the Nomination and Remuneration Committee of
the Company after taking into consideration the inputs received from the Directors and the
parameters and indicators based on the criteria laid down by the Policy on Nomination and
Remuneration. All Directors participated in the evaluation process and reviews were
carried out. The outcomes of each evaluation were collated by the Nomination &
Remuneration Committee at the meeting held on November 04, 2024 and placed before the
Board at its meeting held on the same date.
The Board discussed the performance evaluation of the Board, its Committees, individual
Directors and Managing Director and noted the suggestions or inputs of Independent
Directors and Nomination & Committee and the Chairman of the respective Committees.
The Board arrived at a conclusion that the performance of the Board, its Committees and
individual Directors were satisfactory. The Board also deliberated upon the various
suggestions or inputs to augment its effectiveness and optimize individual strengths of
the Directors.
INDUSTRIAL RELATIONS
During the year under review, your Company enjoyed cordial relationship with workers
and employees at all level.
NBFC REGISTRATION
The company has been registered with Reserve Bank of India as Non-Banking Finance
Company vide Registration No. B-14.02146 Dated 21st November, 2000. Your
Company is categorized as a Non-deposit taking NonBanking Financial Company- Investment
and Credit Company (NBFC-ICC). The Company has not accepted any deposit from the public
during the year pursuant to the provisions of Section 73 of Companies Act, 2013.
COMPLIANCE WITH RBI GUIDELINES
Your Company has complied with all the regulations of Reserve Bank of India as on 31st
March, 2025 except few fillings; applicable to it as Non-Deposit taking Non-Banking
Finance Company..
SECURITIES AND EXCHANGE BOARD OF
INDIA (LISTING DISCLOSURE |
OBLIGATIONS AND REQUIREMENTS! |
REGULATIONS. 2015
As per the SEBI Circular No. SEBI/LAD- NRO/GN/2015-16/013 dated 2nd
September, 2015, of Securities and Exchange Board of India (Listing Obligations And
Disclosure Requirements) Regulations, 2015, the Paid up equity capital as on the last day
of previous financial year i.e. on 31st March 2025 was 49,980,000 and Net Worth
was 60,800,680/-
Therefore, in terms of the said circular the compliance with the corporate governance
provisions as specified in Regulations 17, 18, 19, 20, 21,22, 23, 24, 25, 26, 27 and
clauses (b) to (i) of sub-regulation (2) of regulation 46 and Para C , D and E of Schedule
V are not applicable to our Company during the year 2024-25.
CODE OF CONDUCT
The Board of Directors has approved a Code of Conduct which is applicable to the
Members of the Board and all employees in the course of day to day business operations of
the Company. The Code of Conduct for the members of the Board and Senior Management
Personnel is placed on companies' website www.abhinavleasefinltd.in
.
AUDIT COMMITTEE
The Audit Committee of the Company duly constituted by the following members:-
i) Mr. Rajeev Garg
ii) Mr. Nikhil Bansal
iii) Mr. Amit Aggarwal
Meetings of the Committee:
The Committee met Four (4) times on 30-052024, 12-08-2024, 14-11-2024, 12-02-2025
during the financial year 2024-25.-+
The Minutes of the Meetings of the Audit Committee are discussed and taken note by the
board of directors.
The Statutory Auditor, Internal Auditor and Executive Directors/ Chief Financial
Officer are invited to the meeting as and when required.
The Composition of the Audit Committee and Their Attendance at the Meeting:
Name Of Members |
Category / Designation |
No. of Meetings |
Attendance Percentage (%) |
| Held |
Attended |
| Rajeev Garg |
Chairperson |
4 |
4 |
100 |
| Nikhil Bansal |
Member |
4 |
4 |
100 |
| Amit Aggarwal |
Member |
4 |
4 |
100 |
No sitting fees have been paid to any director during the year. The remuneration paid
to all Key managerial Personnel was in accordance with remuneration policy adopted by the
company.
NOMINATION AND REMUNERATION COMMITTEE
The Nomination and Remuneration Committee of the Company duly constituted by the
following members:-
i) Mr. Nikhil Bansal
ii) Mr. Rajeev Garg
iii) Mr. Atul Kumar Agarwal
Name Of Members |
Category / Designation |
No. of Meetings |
Attendance Percentage (%) |
| Held |
Attended |
| Nikhil Bansal |
Chairperson |
1 |
1 |
100 |
| Rajeev Garg |
Member |
1 |
1 |
100 |
| Atul Kumar Agarwal |
Member |
1 |
1 |
100 |
The Committee met 1 (One) time on 04-112024 during the financial year 2024-25.
The Composition of the Nomination and Remuneration Committee and Their Attendance at
the Meeting:
No sitting fees have been paid to any director during the year. The remuneration paid
to all Key managerial Personnel was in accordance with remuneration policy adopted by the
company.
STAKEHOLDERS RELATIONSHIP COMMITTEE
The Stakeholders Relationship Committee of the Company duly constituted by the
following members:-
i) Mr. Nikhil Bansal
ii) Mr. Atul Kumar Agarwal
iii) Mr. Amit Aggarwal
The Committee met once (1) on 04.11.2024 during the financial year 2024-25.
The Composition of the Stakeholder Relationship Committee and their Attendance at the
Meeting:
Name Of Members |
Category / Designation |
No. of Meetings |
Attendance Percent age (%) |
| Held |
Attended |
Nikhil Bansal |
Chairperson |
1 |
1 |
100 |
Mr. Atul Kumar Agarwal |
Member |
1 |
1 |
100 |
Mr. Amit Aggarwal |
Member |
1 |
1 |
100 |
No sitting fees have been paid to any director during the year. The remuneration paid
to all Key managerial Personnel was in accordance with remuneration policy adopted by the
company.
INDEPENDENT DIRECTOR MEETING
During F.Y. 2024-25, one (1) meeting of the Independent Directors was held on 26th
April, 2024. The Independent Directors, inter-alia, reviewed the performance of
Non-Independent Directors, Board as a whole and Chairman of the Company, taking into
account the views of executive directors and non-executive directors.
PREVENTION OF INSIDER TRADING
The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view
to regulate in securities by the Directors and designated employees of the Company. The
Code requires pre-clearance for dealing in the
Company's shares and prohibits the purchase or sale of Company shares by the Directors
and the designated employees while in possession of unpublished price sensitive
information in relation to the Company and during the period when the Trading Window is
closed. The Board is responsible for implementation of the Code.
All Board Directors and the designated employees have confirmed compliance with the
code.
EXTRACT OF ANNUAL RETURN AS ON THE FINANCIAL YEAR ENDED ON 31st MARCH- 2024
As required pursuant to section 92(3) of the Companies Act, 2013 and rule 12(1) of the
Companies (Management and Administration) Rules, 2014, annual return as a part of this
Annual Report as "Annexure C". Web address of Annual return: https://www.abhinavleasefinltd.in/annual-
returns
SECRETARIAL AUDIT REPORTS:
Pursuant to provisions of Section 204 of the Companies Act, 2013 and the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014 the Company has
appointed M/S DIVYA RANI, PRACTICING COMPANY SECRETARY, to undertake the
Secretarial Audit of the Company.
The Secretarial Audit Report is annexed herewith as "Annexure D" in
the Form MR-3.
COMPLIANCE WITH SECRETARIAL STANDARDS ON BOARD AND GENERAL MEETINGS
The Company has complied with Secretarial Standards issued by the Institute of Company
Secretaries of India on Board Meeting and General Meetings.
AUDITORS REPORTS
M/S G A M S & ASSOCIATES LLP (FRN 0N500094) continue to be the Statutory
Auditors of the Company for the financial year 2024-25 also.
LISTING WITH STOCK EXCHANGES
The Company has paid the Annual Listing Fees for the year 2024-25 to BSE where the
Company's Shares are listed.
DISCLOSURES IN RELATION TO THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION.
PROHIBITION AND REDRESSAL) ACT. 2013
The company has complied with the provision relating to the constitution of Internal
Complaints Committee under the Sexual Harassment of Women at the Workplace (Prevention,
Prohibition and Redressal) Act, 2013 and also SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, as follows:
a. number of complaints filed during the financial year : Nil
b. number of complaints disposed of during the financial year : Nil
c. number of complaints pending as on end of the financial year : Nil
ACKNOWLEDGEMENT
Your Directors place on record their sincere appreciation of the services rendered by
the employees of the Company. They are grateful to shareholders, bankers, depositors,
customers and vendors of the company for their continued valued support. The Directors
look forward to a bright future with confidence.
CAUTIONARY STATEMENT
The statements contained in the Board's Report contain certain statements relating to
the future and therefore are forward looking within the meaning of applicable securities,
laws and regulations various factors such as economic conditions, changes in government
regulations, tax regime, other statues, market forces and other associated and incidental
factors may however lead to variation in actual results.
For and on behalf of the Board Abhinav Leasing and Finance Limited
Sd/- |
Sd/- |
Mamta Agarwal |
Atul Kumar Agarwal |
(DIN: 02425119) |
(DIN: 00022779) |
(Managing Director) |
(Director) |
Place: Delhi |
|
Date: 06.09.2025 |
|
