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Anjani Finance Ltd.

BSE: 531878 Sector: Financials
NSE: N.A. ISIN Code: INE283D01018
BSE LIVE 15:14 | 21 Nov 5.12 -0.26
(-4.83%)
OPEN

5.12

HIGH

5.12

LOW

5.12

NSE 05:30 | 01 Jan Stock Is Not Traded.
OPEN 5.12
PREVIOUS CLOSE 5.38
VOLUME 252
52-Week high 7.58
52-Week low 4.52
P/E 15.52
Mkt Cap.(Rs cr) 5
Buy Price 5.12
Buy Qty 748.00
Sell Price 5.64
Sell Qty 100.00
OPEN 5.12
CLOSE 5.38
VOLUME 252
52-Week high 7.58
52-Week low 4.52
P/E 15.52
Mkt Cap.(Rs cr) 5
Buy Price 5.12
Buy Qty 748.00
Sell Price 5.64
Sell Qty 100.00

Anjani Finance Ltd. (ANJANIFINANCE) - Director Report

Company director report

Dear Members

of Anjani Finance Limited

Indore

Your Directors are pleased to present the 27thAnnual Report and theCompany's Audited Financial Statement for the Financial Year ended March 31st2016.

01. FINANCIAL RESULTS

The Company's financial performance for the year ended March 31st 2016 isSummarized Below:

PARTICULARS 2015-16 2014-15
Profit before Depreciation Interest & other adjustments 6930414 8509695
Less: Finance Cost 3714308 4548489
: Depreciation 243192 519187
Profit Before Tax 2972914 3442020
Less :Earlier Year Expenses 240529 0
:Provision on Standard Assets 173479 0
:Provision FOR Current Year Tax 520708 0
:Deferred Tax Provided (Written Back) 7192 (68476)
Profit for the year 2031006 3510496
Add : Balance of Profit B/F From Previous Year 11338955 8546413
Amount available for appropriation 13369961 12056909
APPROPRIATIONS:
Transfer to NBFC Reserve 406201 702099
Adjustment for Earlier Year Excess Tax 13500 0
Adjustment on Account of Depreciation 0 15855
Balance carried to Balance Sheet 12950260 11338955
TOTAL 13369961 12056909

02. PERFORMANCE

During the year the Company has achieved a turnover of Rs. 0.95Crore as againstturnover of ? 1.07 Crore in the previous year registering a decline of 10.92%. The overallperformance remains satisfactory.

03. DIVIDEND

The Company has not declared any dividend during the year.

04. TRANSFER OF AMOUNTS TO INVESTOR EDUCATION & PROTECTION FUNDS IIEPFl

No amount is required to be transferred to the investor education & protection fundduring the year.

05. TRANSFER OF AMOUNT TO RESERVES

The Company has transferrecR406201/-to the NBFC Reserves as per requirement of theDirections of the RBI to the NBFC Companies {Previous year ?702099/-) except that noamount has been transferred or withdrawn from the reserves by the Company.

06. CREDIT RATING

The company has not obtained credit rating.

07. NON PERFORMING ASSETS AND PROVISIONS

No assets of the company are classified as non-performing under the provisions of theListing Agreement. As such no provision is required to be maintained.

08. ASSOCIATES/SUBSIDIARIES/JOINT VENTURES COMPANIES

The company has no Subsidiaries and Joint Ventures. The company has an Associate namelyChamelidevi Flour Mills Pvt. Ltd. with 31.49 % Share Holding. The Relevant detail as perForm AOC- 1 is enclosed herewith as per Annexure - "A".

09. DISCLOSURE U/S 134 131

Pursuant to the provisions of sec 134 (3) read with companies (Accounts) rules 2014.The required information's & disclosures to the extent applicable to the company areas under:

• The Extracts of Annual Return in form no. MGT-9 is annexed herewith as Annexure- "B".

• Policy of company for the appointment of Directors and their remuneration as perAnnexure-"C".

• The particulars of contracts/arrangements entered into by the company withrelated parties referred to in sub section (1) of section 188 of the Companies Act 2013in the Form AOC-2 is enclosed herewith as per Annexure -"D".

• Statement of Conservation of energy technology absorption and foreign exchangeearnings and outgo is not applicable to the company.

• The ratio of the remuneration of each director to the median employee'sremuneration and .their details in terms of subsection 12 of Section 197 of the CompaniesAct 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 are forming part of this report and is annexed as per Annexure- "D"

There is no employee drawing remuneration of ^500000/- per month or ? 6000000/- peryear therefore the particulars of employees as required U/s 197(12) of the Companies Act2013 read with Rule 5(2) and Rule 5(3) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 are not applicable to the Company

10. RISK MANAGEMENT COMMITTEE

The company has constituted risk management committee and the policy is disclosed onthe website of the company at www.aanjanifin.com .

11. DISCLOSURES OF CODES. STANDARDS. POLICIES AND COMPLIANCES THEREUNDER

a) Know Your Customer and Anti money laundering measure policy

Your company has a board approved Know Your Customer and Anti Money Laundering measurepolicy (KYC and AML Policy) in place and adheres to the said policy. The said policy is inline with the RBI Guidelines. Company has also adhered to the compliance requirement interms of the said policy including the monitoring and reporting of cash and suspicioustransactions. There are however no cash transactions of the value of more than^1000000/-or any suspicious transactions whether or not made in cash noticed by thecompany in terms of the said policy.

b) Fair Practice Code

Your company has in place a Fair Practice Code (FPC) as per RBI Regulations whichincludes guidelines from appropriate staff conduct when dealing with the customers and onthe organizations policies vis-a-vis client protection. Your company and its employeesduly complied with the provisions of FPC.

c) Code of Conduct for Board of Directors and the Senior Management Personnel

Your company has adopted a code of conduct as required under clause 49 of the ListingAgreement and Regulation 17 of SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 for its BOD and the senior management personnel. The code requires thedirectors and employees of the company to act honestly ethically and with integrity andin a professional and respectful manner. A certificate of the Management is attached withthe Report in the Corporate Governance section.

d) Code of Prohibition of Insider Trading Practices

Your company has in place a code for prevention of insider trading practices inaccordance with the model code of conduct as prescribed under SEBI (prohibition ofinsider trading) regulations 1992 as amended and has duly complied with the provisionsof the said code.

e) Whistle Blower Policy

Pursuant to the provisions of section 177(9) and (10) of the Companies Act 2013 readwith rule 7 of Companies (Meeting of Boards and its powers) Rules 2014 and clause 49 ofthe listing agreement and Regulation 22 of SEBI (Listing Obligations And DisclosureRequirements) Regulations 2015 the company and adopted a whistle blower policy whichprovides for a vigil mechanism that encourages and supports its directors and employees toreport instances of unethical behavior actual or suspected fraud or violation of thecompany' code of conduct policy. It also provides for adequate safeguards againstvictimization of persons who use this mechanism and direct access to the chairman of auditcommittee in exceptional cases. Policy of the whistle blower of the Company has been givenat the website of the company at www.aanjanifin.com and attached the same as Annexure Fto this report.

f) Prevention Prohibition and Redressal of Sexual harassment of women at work place

The company has in place a policy on prevention prohibition and redressal of sexualharassment of women at workplace. The primary objective of the said policy is to protectthe women employees from sexual harassment at the place of work and also provides forpunishment in case of false and malicious representations. No compliant however isreceived by the company under the said policy in F.Y. 2015-16.

g) Nomination Remuneration and Evaluation Policy (NRE Policy)

The Board has on the recommendation of the nomination and remuneration committeeframed a nomination remuneration and evaluation policy which lays down the criteria foridentifying the persons who are qualified to be appointed as directors and or seniormanagement personnel of the company along with the criteria for determination ofremuneration of directors KMP'S and other employees and their evaluation and includesother matters as prescribed under the provisions of section 178 of Companies Act 2013and clause 49 of the Listing Agreement and Regulation 19 of SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015. Policy of the Company has been given at thewebsite of the Company at www.anjanifin.com and attached the same as Annexure C tothis report. The details of the same are also covered in corporate Governance Reportforming part of this annual report.

h) Related Party Transactions Policy

There were no materially significant related party transactions held during the FY2015-16 that may have potential conflict with the interest of company at large.Transactions entered with related parties as defined under the Companies Act 2013 andClause 49 of the listing Agreement and Regulation 23 of SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015during the financial year were mainly in theordinary course of business and on an arm's length basis. The related party transactionpolicy as formulated by the company defines the materiality of related party and lays downthe procedures of dealing with related party transactions. The details of the same areposted on the Company web-site www.anjanifin.com .

12. LISTING OF SHARES OF THE COMPANY

The equity shares of the company continue to remain listed on BSE limited (CODE :531878). The company has paid the due listing fees to BSE Limited forthe financialyear2015-16 on time.

13. DIRECTORS AND KEY MANAGERIAL PERSONNEL

The Board of Directors of your company consists of 4 directors. Mrs. Kalpana Jain (DIN02665393) and Mr. SatishPrasad Dhangar (DIN 06594368) continued to hold the office asDirector of the company.

Mr. Sanjay Kumar Agarwal (DIN 00023611) and Mr. ChhotelalPathak (DIN 00505184) are theIndependent directors of the Company. All independent directors have given declarationthat they meet the criteria of independence as laid down under section 149(6) of thecompanies Act 2013 and clause 49 of the Listing Agreement andSEBI (Listing Obligationsand Disclosure Requirements) Regulations 2015 forms part of this report. In the opinion ofthe Board they fulfill the criteria on independency.

In accordance with the provisions of Section 152 of the companies Act 2013 read withrelevant provisions of Articles of Association of the company Mr. Sanjay Kumar Agarwalwill retire by rotation at the ensuing Annual General meeting and being eligible offershimself for re-appointment. The Board recommends his re-appointment.

The brief resume of directors proposed to be appointed/ reappointed nature of theirexpertise in specific functional areas and names of the companies in which they holddirectorship along with their membership/chairmanship of committees of the board asstipulated under Clause 49 of Listing Agreement of stock exchanges and SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 or provided in the CorporateGovernance section along with the Annual Report.

Based on the confirmations received none of the directors are disqualified from beingappointed reappointed as directors in terms of section 164 of the Companies Act 2013.

CS Mayank Jain a whole time Company secretary has vacated his office w.e.fl5th September2015 and CS SoniyaShrivastava was appointed to hold his office w.e.f. 15th September2015.

CS SoniyaShrivastava a whole time Company Secretary and Mr. Dinesh Bhargava ChiefFinancial Officer of the company are designated as key managerial personnel of the companyas per the provisions of section 203 of the companies Act2013.

14. PERFORMANCE EVALUATION

Pursuant to the provision of Companies Act 2013 and clause 49 of the Listing agreementand SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 theperformance of the board its committee's and individual directors are evaluated by numberof meetings held time spent in each meeting deliberating the issues quality ofinformation/data provided to the members the time given to them to study the detailsbefore each meeting quality of deliberation in each meeting contribution of eachdirectors the details of decisions taken and measures adopted in implementing thedecision and feedback to the board.

15. BOARD MEETINGS

During the FY 2015-16 5 Board meetings were convened and held. The intervening gapbetween the meetings was within the period prescribed under the Companies Act 2013 andthe SEBI (Listing obligation And Disclosure Requirement) Regulations 2015. The details ofthe Board meetings held during the year along with the attendance of the respectivedirectors there at are set out in the Corporate Governance Report forming part of thisannual report.

16. SIGNIFICANT/MATERIAL ORDERS PASSED BY THE REGULATOR OR COURT OR TRIBUNALS

There were no significant/material orders passed by any regulator or court or tribunalwhich would Impact the going concern status of the company and its future operations.

17. INTERNAL AUDIT AND INTERNAL FINANCIAL CONTROL SYSTEM

The company has appointed an independent firm of Chartered Accountants for conductingthe audit as per the internal audit standards and regulations. The internal auditorreports to the audit committee of the board. The audit function maintains its independenceand objectivity while carrying out assignments. It evaluates on a continuous basis theadequacy and effectiveness of internal control mechanism with interaction of KMP andfunctional staff. The company has taken stringent measures to control the quality ofdisbursement of loan and its recovery to prevent fraud.

18. SECRETERIAL AUDIT REPORT

Pursuant to the provisions of section 204 of the Companies Act 2013 and the companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the BOD of the companyhad appointed Kamlesh M. Shah & Co. Practicing Company Secretaries Ahmedabad toundertake the secretarial audit of the company for the FY 2015-16 The secretarial auditreport for the F.Y. ended March 31 2016 is annexed herewith as per Annexure -"G". The said report does not contain any material qualificationreservation or adverse remark.

19. AUDITOR AND AUDITORS REPORT

At the 26th Annual General Meeting held on 30th September 2015the members had Re- appointed M/s MahendraBadjatya& Co Chartered Accountants (ICAIFRN 001457C) as Statutory Auditors of the Company by way of ordinary resolution u/s 139of the Companies Act 2013 to hold office for a term of 5 years from the conclusion of 27thAGM until the conclusion of the 32ndAGM of the company subject to ratificationof appointment by the members of the company at every AGM as per the provisions of theCompanies Act 2013.

Based on the recommendation of the audit committee the BOD at their meeting held on30/09/2015 recommended the ratification of appointment of M/s MahendraBadjatya& CoChartered Accountants as Statutory Auditors of the Company and that the necessaryresolution in this respect is being included in the notice of the 27th AGM forthe approval of the members of the company. The company has received consent fromstatutory auditors and confirmation to the effect that they are not disqualified to beappointed as statutory auditors of the company in terms of the provisions of the CompaniesAct 2013 and rules framed thereunder The Notes to the Accounts referred to in AuditorsReport are self-explanatory and does not call for any further comment.

20. DIRECTORS RESPONSIBILITY STATEMENT

The Directors' Responsibility Statement referred to in clause (c) of sub-section (3)of Section 134 of the Companies Act 2013:

a) In the preparation of the annual accounts for the year ended March 31st2016the applicable accounting standards read with requirements set out under Schedule III tothe Act have been followed and there is no material departures from the same;

b) The directors had selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the company at March 31st 2016 and of theprofit and loss of the company for the year ended on that date;

c) The directors had taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of this Act for safeguarding theassets of the company and for preventing and detecting fraud and other irregularities;

d) The directors had prepared the annual accounts on a "going concern" basis;

e) The directors had laid down internal financial controls to be followed by thecompany and that such internal financial controls are adequate and were operatingeffectively; and

f) The directors had devised proper systems to ensure compliance with the provisions ofall applicable laws and that such systems are adequate and operating effectively.

21. CORPORATE GOVERNANCE & MANAGEMENT DISCUSSION ANDANATYSIS

Pursuant to Agreement with BSE Regulation 34 read with Schedule V of SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 and Companies Act 2013 thecorporate governance report management discussion and analysis and the auditor'scertificate regarding compliance of conditions of corporate governance is enclosedherewith as per Annexure-H.

22. ANNUAL EVALUATION

Pursuant to the provisions of the companies Act 2013 and Clause 49 of the listingagreement and SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 anAnnual Performance evaluation of the Board the directors individually as well as theevaluation of the working of the board committees including audit committee and othercommittees of the board of directors of the company was carried out during the year and iscovered under the corporate governance report forming part of this annual report.

23. DEPOSITS

The Company is a non-deposit taking category - B NBFC Company. The company does nothave any public deposits within the meaning of Section 73 of the Companies Act 2013.

24. ADEQUACY OF INTERNAL FINANCIAL CONTROLS

The company has an adequate internal financial control backed by sufficient qualifiedstaff system software and special software's. The company has also an internal auditsystem by the external agency.

25. COMMITTEE OF THE BOARD

The company has duly constituted the following committee as per the provisions ofCompanies Act 2013 and SEBI (Listing Obligation And Disclosure Requirements) Regulation2015.

a) Audit Committee as per section 177 of the Companies Act 2013 and Regulation 18 ofSEBI (Listing Obligations & Disclosure Requirements) Regulations 2015.

b) Stakeholder Relationship Committee as per section 178 of the Companies Act 2013 andRegulation 20 of SEBI (Listing Obligations & Disclosure Requirements) Regulations2015.

c) Nomination and Remuneration Committee as per section 178 of the Companies Act 2013and Regulation 19 of SEBI (Listing Obligations & Disclosure Requirements) Regulations2015.

d) Risk Management Committee as per Regulation 21 of SEBI (Listing Obligations &Disclosure Requirements) Regulations 2015.

e) Internal Committee for Sexual Harassment of Women at the Work Place.

The details of the composition of the audit committee and other committees and theirrespective terms of reference are included in the corporate Governance report forming partof this annual report. The Audit Committee and other Board Committees meet at regularintervals prescribed in the Companies Act 2013 SEBI (Listing Obligations &Disclosure Requirements) Regulations 2015 and any other Act applicable if any.

26. DISCLOSURE AS PER TERMS OF PARAGRAPH 9BB OF NON BANKING FINANCIAL COMPANIESPRUDENTIALNORMS (RESERVE BANK) DIRECTIONS. 1998.

The desired disclosure is enclosed herewith as per attached financial statements.

27. CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION. FOREIGN EXHANGE EARNING AND OUTGO

Particulars required u/s 134 (3)(m) of the Companies Act 2013 read with rule 8(3) ofCompanies (Account) Rules on conservation of energy and technology absorption are NIL.There were no foreign exchange earnings and outgoing.

28. COMPLIANCE OF RESERVE BANK OF INDIA GUIDELINES

The Company Continue to comply with the entire Requirement's prescribed by the ReserveBank of India from time to time.

29. ACKNOWLEDGEMENT

The Board of Directors places its sincere gratitude for the assistance and co-operationreceived from Banks Customers and Shareholders. The Directors take the opportunity toexpress their sincere appreciation for the dedicated services of the Executives and staffsfor their contribution to the overall performance of the company.

30. MATERIAL CHANGES

There are no material changes affecting the financial position of the company whichoccurred between the end of the financial year of the company to which the financialstatements relate and the date of this report.

Registered Office: By Order of the Board
Anjani Finance Limited
CIN - L65910MP1989PLC032799
144 Bajrang Nagar
Behind Pashupathi Nath Mandir
M.R. 9 Road
Indore-452011 (M.P)

 

Sd/- Sd/-
PLACE: INDORE SATISH PRASAD DHANGAR SANJAY KUMAR AGARWAL
DATE: 08/08/2016 (Managing Director) (Director)
(DIN: 06594368) (DIN:00023611)