Dear Stakeholders,
Your Directors take great pleasure in representing the 37th Annual Report on the
business and financial operations of the Company, together with the Audited Financial
Statements for the Financial Year ended March 31, 2023.
1.Corporate Overview
Apollo Finvest (India) Limited incorporated in the year 1985 is one of the leading
players in the Fintech space. Under the able leadership of Mikhil Innani, Managing
Director and CEO, and Diksha Nangia, Whole Time Director and CFO, the Company has grown
many folds and has become one of the recognized names in the Fintech space. Their vision
of Financial Inclusion is driving the growth of the Company. Along with the
Non-Deposit taking Non-Banking Financial Company (NBFC) we are also a
Technology-driven Company that has built a technology stack that can process any loan of
any size digitally, thereby bringing the cost of processing each loan to nearly Zero.
Through years and with its young workforce Apollo has developed APIs which are powering
the journey for our borrowers and optimizing their digital lending experience. Some of
these are our Loan Creation API and Sanction Letter API which are improvised by our tech
team to be faster. Our company also saw the firsthand benefits of automation, worked
through and developed CKYC API which has simply eradicated the long drawn out reporting on
the CKYC portal.
Apollo Finvest has been a regulated entity for 30+ years and in the Fintech space for
4+ years now! In this time we have also worked with 50+ FinTechs, dealt with north of 10
Lac customers, and managed regulatory reporting fantastically time and again!
2. Financial Summary and Highlights
The highlights of the Company's financial results for the Financial Year 2022-23 are as
under:
There have been no material changes and commitments, 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 this Report .
The Financial Statements for the year ended March 31, 2023 have been prepared in
accordance with Indian Accounting Standards (IND-AS) notified under the Companies (Indian
Accounting Standards) Rules, 2015 read with Section 133 of Companies Act, 2013, (the
Act') and other relevant provisions of the Act. There are no material departures
from the prescribed norms stipulated by the accounting standards in preparation of the
annual accounts.
Management evaluates, reviews, and complies with all the issued or revised accounting
standards and Reserve Bank of India (RBI) directions on a regular basis. The
Company discloses the Financial Results on a quarterly basis, which are subject to Limited
Review in terms with the Securities and Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015, and publishes the Audited Financial Results
annually.
Particulars |
FY 2022-23 |
FY 2021-22 |
Gross Total income |
4.615 |
7,400 |
Profit before Tax & Exceptional Items |
1,453 |
1,704 |
Profit before Tax after Exceptional items |
1,453 |
1,704 |
Profit for the period after Tax |
1,008 |
1,272 |
:
:
! Total Comprehensive Income |
1,011 |
1,276 |
With the experience of managing significant financial and operational disruption
emerging from the pandemic and the new digital guidelines and the transformational journey
that Apollo has embarked upon, the Company remains confident of a sound growth trajectory
in FY 2023-24 and thereafter and, hence, remains a one way platform for all digital
lending solutions. The dynamic and pumped culture of Apollo is the anchor that has enabled
Apollo to make swift and calibrated changes to its practices to regain its business
momentum while maintaining strong vigil on its portfolio quality and adapting to changing
customer preferences of post new digital lending guidelines. The Company has not Declared
any Dividend during the year of Review.
For more details on the performance of the Company, business segments and risk
management framework and initiatives, please refer Management Discussion and Analysis
3.Change in Nature of Business
There were no material changes and commitments affecting the financial position of the
Company which occurred between the end of the financial year to which these financial
statements relate and the date of this report.
4.Reserves
As on March 31, 2023, the reserves and surplus has increased to Rs. 4,827/- lakhs as
compared to Rs. 3,816/- lakhs achieved during the last year. During the year under review,
the company has transferred Rs. 201.53/- lakhs to the Statutory Reserve pursuant to
Section 45-IC of RBI Act, 1934.
5.Share Capital
The paid-up Equity share capital as on March 31, 2023, stood at 373 lakhs. There was no
change in the paid-up share capital during the year. The Company does not have any
outstanding paid- up preference share capital as on the date of this Report. During the
year under review, the Company has neither issued any shares with differential voting
rights nor granted any sweat equity or warrants. During the year of review the Apollo
Finvest Employee Stock Option Plan 2022 (AFIL ESOP 2022) regulated by the
Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity)
Regulations, 2021 (SEBI (SBEB) Regulations) was approved by the Shareholders
of the Company vide resolution dated September 21, 2022 and subsequently the Company vide
BSE's approval dated November 16, 2022 has formulated the scheme for the issue and
allotment of maximum of 10,00,000 (Ten Lakh) Equity Shares over the years.
6.Adequacy of Internal Financial Controls
Apollo has implemented the three lines of defense model, viz.
(i)management and internal control measures,
(ii)financial controls, and risk management practices, and
(iii)a robust internal audit function providing the third level of defense.
The company's internal controls and risk management practices are validated
periodically with suitable review mechanisms in place. The Companies Act 2013 requires the
Board of Directors and statutory auditors of the Company to comment on the sufficiency and
effectiveness of internal controls.
We periodically test the design and efficiency of Internal control and financial
reporting on a regular basis and timely resolution of control deficiencies identified if
any. The Company has also periodic checks within IT and Operations functions for carrying
out regular overviews to ensure processes set for these functions are complied with and
gaps, if any, identified are set right on a regular basis.
The Company has an internal management assurance activity. It evaluates the adequacy of
all internal controls and processes; and ensures strict adherence to clearly laid down
processes and procedures as well as to the prescribed regulatory and legal framework.
The Audit Committee of the Board of Directors regularly reviews the internal audit
reports and the adequacy and effectiveness of internal controls.
7.Particulars of Loans, Guarantees, Securities and Investments
Information regarding loans, guarantees and investments covered under the provisions of
Section 186 of the Companies Act, 2013 is given in detail in Note 6, 7 of the Financial
Statements.
8.Details of Subsidiary/ Joint Venture/ Associate Company
Pursuant to provisions of Companies Act, 2013, the Company does not have any
Subsidiary/ Joint Venture and Associate Companies.
9.Related Party Transactions
All transactions entered with Related Parties for the year under review were on an
arm's length basis and in ordinary course of Business. Thus disclosure in Form AOC-2 in
terms of Section 134 of the Act is not required. Further, there are no material-related
party transactions during the year under view with the Promoters, Directors or Key
Managerial personnel. All related party transactions are mentioned in the notes to the
accounts.
10.Directors
The Company's Board of Directors consists of distinguished individuals with proven
competence and integrity . Besides strong financial acumen, strategic astuteness,
experience, and leadership qualities, they have a significant degree of dedication to the
Company and invest adequate time to Meetings and its preparation. In terms of the
requirement of the Listing Regulations, 2015, the Board has defined the fundamentals,
skills, expertise, and competencies of the Directors in the context of the Company's
business for effective functioning and how the current Board of Directors is fulfilling
the required skills and competences.
During the year, Mr. Mikhil Innani was re-appointed as the Managing Director & CEO
for a period of five (5) years i.e. from April 24, 2023, to April 23, 2028, Ms. Kruti
Khemani was re-appointed as Non-Executive Independent Director for another term of five
(5) years i.e. from July 24, 2023, to July 23, 2028, and Mr. Paritosh Khatry was
re-appointed as Non-Executive Independent Director for another term of five (5) years i.e.
from December 22, 2022, to December 21, 2027. Other than that there was no change in the
composition of Board of Directors of the Company during the financial year ended March 31,
2023.
The Board proposes the re-appointment of Ms. Diksha Nangia the Director of the Company
Pursuant to section 152 (6) of Companies Act, 2013, at the ensuing Annual General Meeting
of the Company. All the details with respect to their appointment is included in the
Notice and the Explanatory Statement forming an integral part of the Annual Report.
All Independent Directors of the Company have given declarations that they meet the
conditions of independence as laid down under Section 149(6) of the Act and Regulation
16(1)(b) of the Listing Regulations. In the opinion of the Board, the Independent
Directors fulfill the said conditions of independence. The Independent Directors have also
confirmed that they have complied with the Company's Code of Business Conduct &
Ethics.
The Ministry of Corporate Affairs (MCA) vide Notification Number G.S.R.
804(E) dated October 22, 2019 and effective from December 01, 2019 has introduced the
provision relating to inclusion of names of Independent Directors in the Data Bank
maintained by Indian Institute of Corporate Affairs (IICA). All Independent Directors of
the Company are registered with IICA. We further wish to inform that all the Independent
Directors have cleared the examination conducted by the Indian Institue of Corporate
Affairs.In the opinion of the Board possess the requisite integrity, experience,
expertise, proficiency and qualifications.
11.Key Managerial Personnel
In accordance with the provisions of Section 203 of the Act, the following are the Key
Managerial Personnel (KMP) of the Company:
Name |
Designation |
Mr. Mikhil Innani |
Managing Director & CEO |
Ms. Diksha Nangia |
Whole Time Director & CFO |
|
Company Secretary and Compliance |
Mr. Jasdeep Juneja (Till February 23, 2023) |
|
|
Officer |
Directors Responsibility Statement
Based on the framework of internal financial controls and compliance systems
established and maintained by the Company, the work performed by the internal, statutory
and secretarial auditors and external consultants, including the audit of internal
financial controls over financial reporting by the Statutory Auditors and the reviews
performed by management and the relevant board committees, including the Audit Committee,
the Board is of the opinion that the Company's
Internal Financial Controls were adequate and effective during FY 2022-23
Pursuant to Section 134(5) of the Act, the Board of Directors, to the best of their
knowledge and ability, confirms that:
a) In the preparation of the Annual Accounts for the year ended March 31, 2023, the
applicable accounting standards have been followed along with proper explanation relating
to material departures, if any;
b) 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 as at March 31, 2023 and of the profit
and loss of the Company for that period;
c) The Directors have taken proper and sufficient care for the maintenance of adequate
accounting records in accordance with the provisions of the Companies Act, 2013 for
safeguarding the assets of the Company and for preventing and detecting fraud and other
irregularities; d) the annual accounts have been prepared on a going concern basis;
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; and
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.
12.Board Evaluation
Pursuant to the provisions of the Companies Act, 2013 and Regulation 17 and Part D of
Schedule II to the Listing Regulations, the Board has carried out the annual performance
evaluation of its own performance, board committees and the Directors individually. A
structured questionnaire was prepared after taking into consideration inputs received from
the Directors, covering various aspects of the Board's functioning such as adequacy of the
composition of the Board and its Committees, Board culture, execution and performance of
specified duties, obligations and governance.
A separate exercise was carried out to evaluate the performance of individual
Directors, who were evaluated on parameters such as level of engagement and contribution,
independence of judgment, safeguarding the interest of the Company and its minority
shareholders, etc.
The Independent Directors of the Company met on March 21, 2023, without the presence of
Non-Independent Directors and members of the management to review the performance of
Non-Independent Directors and the Board of Directors as a whole, to review the performance
of the Chairman and Managing Director of the Company and to assess the quality, quantity
and timeliness of flow of information between the management and the board of directors.
The performance evaluation of the Independent Directors was carried out by the entire
Board.
The Directors expressed their satisfaction with the evaluation process.
13.Policy on Nomination and Remuneration of Directors
The Board of Directors have framed the Nomination and Remuneration policy which lays
down a framework in relation to the remuneration of Directors, Key Managerial Personnel,
and Senior Management of the Company. The Policy broadly lays down the guiding principles,
philosophy, and the basis for payment of remuneration to Executive and Non-Executive
Directors (by way of sitting fees and commission), Key Managerial Personnel and Senior
Management.
The Policy sets out a framework that assures fair and optimum remuneration to the
Directors, Key Managerial Personnel, and Senior Management Personnel, such that the
Company's business strategies, values, key priorities, and goals are in harmony with their
aspirations. The policy lays emphasis on the importance of diversity within the Board and
encourages the active participation of the Directors. The Company has a diversified mix of
Executive and Non-executive Directors on the Board. As on March 31, 2023, the Company has
Six (6) Directors including Four (4) Independent Directors and Two (2) Executive
Directors.
The policy is directed towards rewarding performance, based on a review of
achievements. It is aimed at attracting and retaining high caliber talent. The Nomination
and Remuneration Policy is displayed on the Company's website viz. the following link
https://www.apollofinvest.com/policies
14. Remuneration Of Directors, Key Managerial Personnel And Senior Management
The remuneration paid to the Directors, Key Managerial Personnel and senior management
is in accordance with the Nomination and Remuneration Policy formulated in accordance with
Section 178 of the Act and Regulation 19 read with Schedule II of the Listing Regulations.
Further details on the same are given in the Corporate Governance Report forming part of
this Integrated Annual Report.
15.Committees of the Board
The Board of Directors has the following Committees: a) Audit Committee b) Nomination
and Remuneration Committee c) Stakeholders Relationship Committee d) Corporate Social
Responsibility Committee
The details of the Committees of the Board along with their composition, number of
meetings, and attendance at the meetings are provided in the Report on Corporate
Governance forming part of the Annual Report FY 2022-23.
16.Meeting of Board/ Committees
The Board/Committee meetings are pre-scheduled and a tentative annual calendar of the
meetings is circulated to the Directors well in advance to help them plan their schedule
and ensure meaningful participation. Only in the case of special and urgent business,
should the need arise, the Board's approval is taken by passing resolutions through
circulation, as permitted by law, which are noted in the subsequent Board meeting. The
Company has complied with secretarial standards issued by the Institute of Company
Secretaries of India on Board meetings.
The Board met Five (5) times during the year under review and have accepted all
recommendations made to it by its various committees.
The details of the number of meetings of the Board/ Committees held during the
Financial Year 2022-23 and the attendance of Directors forms part of the Report on
Corporate Governance.
17.Apollo Finvest Employee Stock Option Scheme 2022
In today's competitive world, the employees of a company are its backbone and the most
important resource and asset. Apollo Finvest fully recognizes the role of employees in the
success of the Company and therefore wants its Employees (defined hereunder) to
participate and share the fruits of growth and prosperity of the Company.
In view of the above, the Company has formulated the Apollo Finvest Employee Stock
Option Plan 2022 (AFIL ESOP 2022) regulated by the Securities and Exchange
Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021
(SEBI (SBEB) Regulations) for the employees of the Company.
Thus, the Company shall issue and allot 10, 00,000 (Ten lakh) Equity Shares of Rs. 10
each over the years. The details/disclosure(s) on the aforesaid ESOP Schemes, as required
to be disclosed under the SEBI (SBEB) Regulations, are available on the Company's website
at www.apollofinvest.com
The Disclosure as required under Regulation 14 of the Securities and Exchange Board of
India (Share Based Employee Benefits) Regulations, 2014 is attached hereto as
Annexure A.
Certificates from the Secretarial Auditors as required under Regulation 13 of the
Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014
on the implementation of the ESOP Schemes is attached hereto as Annexure B.
The Employee Stock Option Scheme, adopted by the Company is in line with compliance
with provisions of SEBI (Share Based Employee Benefits and Sweat Equity) Regulations,
2021.
18.Auditors and their Reports
a.Statutory Auditor:
Pursuant to the provisions of Section 139 of the Companies Act, 2013 and the Companies
(Audit and Auditors) Rules, 2014, M/s. GMJ & Co, Chartered Accountants, the Statutory
Auditors of the Company were appointed for a term of Five (5) years w.e.f. April 01, 2022
to hold office until the conclusion of the 41st Annual General Meeting of the Company. The
Audit report submitted by M/s. GMJ & Co, Chartered Accountants, for the FY 2022 23
does not contain any qualifications, reservation or adverse remark or disclaimer.
b.Secretarial Auditor:
Pursuant to provisions of section 204 of the Companies Act, 2013 and the Companies 2013
and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the
Company has appointed M/s. GMJ & Associates, Practicing Company Secretaries, Mumbai to
undertake the Secretarial Audit of the Company for the financial year 2022-23. The
Secretarial Audit Report is annexed as Annexure C and forms an integral part of this
Report. The secretarial auditor has not expressed any qualification in their Secretarial
Audit report for the year under review.
Pursuant to Regulation 24A of Listing Regulations read with SEBI Circular No. CIR/CFD/
CMD1/27/2019 dated February 08, 2019, the Annual Secretarial Compliance Report of the
Company forms part of this Report and is uploaded on the website of the Company i.e.
www.apollofinvest.com.
The Board of Directors at its meeting held on May 23, 2023, has appointed M/s. SGGS
& Associates (Legalixir) as the Secretarial Auditor for FY 2023-24.
c.Reporting of Frauds by Auditors:
None of the Auditors of the Company have reported any fraud as specified under the
second proviso of Section 143(12) of the Act.
19.Vigil Mechanism/ Whistle Blower Policy
The Company has a Whistle Blower Policy to report genuine concerns or grievances and to
provide adequate safeguards against victimization of persons who may use such mechanisms.
The Whistle Blower Policy provides details for direct access to the
Chairman of the Audit Committee. The policy has been posted on the website of the
Company at www.apollofinvest.com
20.Corporate Social Responsibility (CSR)
The brief outline of the CSR policy of the Company and the initiatives undertaken by
the Bank on CSR Activities during the year are set out in Annexure D of this Report in the
format prescribed in the Companies (Corporate Social Responsibility Policy) Rules, 2014.
This policy is available on the Company's website at http://www.apollofinvest.com/policies
21.Disclosures under Sexual Harassment of Women at Workplace (Prevention, Prohibition
& Redressal) Act, 2013
In compliance of provisions of the Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013 and Rules framed thereunder, the Company has
formulated and implemented a policy on prevention, prohibition and redressal of complaints
related to sexual harassment of women at the workplace. All women employees whether
permanent, temporary or contractual are covered under the above policy. An Internal
Complaints Committee (ICC) has been set up in compliance with the said Act. During the
year under review, no complaints were reported to the Board.
22.Corporate Governance
As per Regulation 34(3) read with Schedule V of the Listing Regulations, a separate
section on corporate governance practices followed by the Company, together with a
certificate from the Company's Auditors confirming compliance forms an integral part of
this Report.
23.Management Discussion and Analysis Report
The Management Discussion and Analysis Report on the operations of the Company, as
required under the SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015 (hereinafter referred to as Listing Regulations) is provided in a
separate section and forms an integral part of the Annual Report.
24.Annual Return
Pursuant to Section 134(3)(a) and Section 92(3) of the Act read with Companies
(Management and Administration) Rules, 2014, the Annual Return of the Company in Form
MGT-7 has been placed on the Company's website viz.
https://www.apollofinvest.com/shareholders-corner
25.Significant and Material orders passed by the Regulators or Courts
No significant and material order has been passed by the regulators, courts, tribunals
impacting the going concern status and Company's operations in future.
26.Statutory Information and Other Disclosures
a) Conservation of Energy, Technology Absorption and Foreign Exchange Earnings &
Outgo - We wish to inform you that the Rule 8 (3)(A)and (B) of the Companies (Accounts)
Rules, 2014, are not applicable on the Company and during the year there were no foreign
exchange earnings or outflows .
b) The Disclosure under Section 197(12) of the Act read with rule 5(1) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, is annexed as Annexure
E and forms an integral part of this Report.
c) None of the employees in the Company were in receipt of Remuneration in terms of
rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel)
Rules, 2014.
d) The Company has not accepted any deposits within the meaning of Section 73(1) and 74
of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014,
(including any statutory modification(s) or re-enactment(s) thereof for time being in
force).
e) During the year under review, Apollo has complied with the applicable Secretarial
Standards issued by the Institute of Company Secretaries of India.
27.Cautionary Statement
The Statement in this Directors' report, describing the Company's outlook, projections,
estimates, expectations or predictions may be Forward looking Statements
within the meaning of applicable securities laws or regulations. Actual results could
differ materially from those expressed or implied in the statement due to external
factors. 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.
28.Appreciation
Your Directors wish to place on record their appreciation, for the contribution made by
the employees at all levels but for whose hard work, and support, your Company's
achievements would not have been possible. Your Directors also wish to thank its
customers, dealers, agents, suppliers, investors and bankers for their continued support
and faith reposed in the Company.
|
For and on behalf of the Board of Directors |
|
Apollo Finvest (India) Limited |
|
Sd/- |
|
Mikhil Innani |
|
Managing Director & CEO |
|
DIN: 02710749 |
Mumbai |
|
August 09, 2023 |
|
|
Sd/- |
|
Diksha Nangia |
|
Whole Time Director & CFO |
|
DIN: 07380935 |