ANJANI FINANCE LIMITED
Your Directors have pleasure in placing before you the 25th Annual Report together withthe Audited Accounts of the Company for the Year ended as on 31st March 2014.
During the year under review the financial performance of the Company is as under:
|Particulars ||As on 31.03.2014 ||As on 31.03.2013 |
|Income from operations ||8470813 ||5021281 |
|Profit / (Loss) before taxes ||2194304 ||1025071 |
|Less: Provision for Income Tax ||(216900) ||219204 |
|Add: Deferred Tax Assets ||211437 ||309430 |
|Profit/(Loss) after taxes ||2622641 ||1115297 |
|Less : Transfer to Statutory Reserve ||524528 ||223059 |
|Profit/(Loss) brought forward from Previous year ||6448300 ||5556062 |
|Profit/(Loss) carried to Balance Sheet ||8546413 ||6448300 |
To conserve the resources and to maintain liquidity the Board has not recommendeddeclaration of any dividend for the year under review.
The Company does not have any outstanding unpaid/unclaimed dividend which is requiredto be transferred to the Investors Education and Protection funds as per the provision ofSection 205C of the Companies Act 1956. The Company does not have any outstandingliability on account of Interest and Principal on Deposits Debentures or ShareApplication Money.
SHARE CAPITAL STRUCTURE
There was no change in Number of shares and value of shares in the Authorized IssuedSubscribed and Paid up Share Capital Structure of the Company.
BUY BACK OF EQUITY SHARES
The Company had not made any Buy Back of its paid up equity shares during the year interms of section 77A 77AA and 77B of the Companies Act 1956. Hence no specific disclosureis required to be made in this report.
YEAR UNDER REVIEW
During the year Company has earned Rs 8470813/- (Previous Year Rs 5021281/-). Afterall Administrative Expenditure of Rs 6276509/- (Previous year Rs 3996210/-) thecompany has a gross operational profit of Rs 2194304/- (Previous year gross profit of Rs1025071/-) After making necessary adjustments for Deffered Tax Fringe Benefit tax YourCompany had a Net Profit for the year which is transferred to balance sheet is Rs2622641/- (Previous year profit of Rs 1115297/-).
DEMATERIALISATION OF SECURITIES
Your Companys equity shares are already admitted in the System ofDematerialization by both the Depositories namely NSDL and CDSL. The Company has alreadysigned tripartite Agreement through Registrar and Share Transfer Agent M/s Link IntimeIndia Private Limited. The Investors are advised to take advantage of timelydematerialization of their securities. The ISIN allotted to your Company is INE283D01018.Total Share dematerialized up to 31st March 2014 were 8632095 which constitute85.10% of total capital. Your Directors request all the shareholders to dematerializetheir shareholding in the company as early as possible.
MANAGEMENT DISCUSSION AND ANALAYSIS REPORT
Managements discussion and perceptions on existing business future out look ofthe industry future expansion and diversification plans of the Company and future courseof action for the development of the Company are fully explained in a separate Para inCorporate Governance Report in Annexure-A forming part of this report and also report onCorporate Governance.
COMPLIANCE TO CODE OF CORPORATE GOVERNANCE
The Complete Report on Corporate Governance is given separately after this report asAnnexure-A.
During the year under review your company has neither invited nor accepted any publicdeposit or deposits from the public as defined under section 58A of Companies Act 1956.
During the year under review Mr. Chhotelal R. Pathak shall retire by rotation at theensuing Annual General Meeting as per the provisions of Law. He is eligible forreappointment as director and has offered himself for directorship of the company.
The brief resume/details relating to the Director who is proposed to beappointed/re-appointed is furnished in notes to the Notice of the Annual General Meeting.
DIRECTORS RESPONSIBLITY STATEMENT
Pursuant to the provisions of Section 134(5) of Companies Act 2013 (Section 217(2AA)of the Companies Act 1956) your Directors declare that:
i) In preparation of the annual accounts as far as possible and except to theextent if any accounting standards mentioned by the auditors in their report as notcomplied with all other applicable accounting standards had been followed alongwith proper explanation relating to material departures;
ii) The Directors had selected such accounting policies and applied them consistentlyand made judgments and estimates that are responsible and prudent so as to give a true andfair view of the state of affairs of the company at the end of the financial year andafter the profit or loss of the company for that period;
iii) The Directors have taken proper and sufficient care for the maintenance of theadequate accounting records in accordance with the provisions of the Companies Act 1956for safeguarding the assets of the Company and for preventing and detecting fraud andother irregularities;
iv) The Directors had prepared the annual accounts on a going concern basis.
v) The Directors in the case of listed company had laid down internal financialcontrol to be followed by the company and that such internal financial controls areadequate and were operating effectively.
vi) The Director had devised proper system to ensure compliances with the provisions ofall applicable laws and that such systems were adequate and operating effectively.
DECLARATION BY THE INDEPENDENT DIRECTORS: (Pursuant to Provisions of section 149(6) ofthe Companies Act 2013).
All the Independent Directors of the Company do hereby declare that:
(1) All the Independent Directors of the Company are neither Managing Director nor aWhole Time Director nor a Manager or a Nominee Director.
(2) All the Independent Directors in the opinion of the Board are persons of integrityand possesses relevant expertise and experience.
(3) Who are or were not a Promoter of the Company or its Holding or subsidiary orassociate company.
(4) Who are or were not related to promoters or directors in the company its holdingsubsidiary or associate company.
(5) Who has or had no pecuniary relationship with the company its holding subsidiaryor associate company or their promoters or directors during the two immediately precedingfinancial years or during the current financial year.
(6) None of whose relatives has or had pecuniary relationship or transaction with thecompany its holding subsidiary or associate company or their promoters or directorsamounting to two per cent or more of its gross turnover or total income or fifty lakhrupees or such higher amount as may be prescribed whichever is lower during the twoimmediately preceding financial years or during the current financial year.
(7) Who neither himself nor any of his relatives
(a) Holds or has held the position of a key managerial personnel or is or has beenemployee of the company or its holding subsidiary or associate company in any of threefinancial years immediately preceding the financial year in which he is proposed to beappointed.
(b) Is or has been an employee or proprietor or a partner in any of the threefinancial years immediately preceding the financial years in which he is proposed to beappointed of
(i) A firm of auditors or company secretaries in practice or cost auditors of thecompany or its holding subsidiary or associate company; OR
(ii) Any legal or a consulting firm that has or had any transaction with the companyits holding subsidiary or associate company amounting to ten per cent or more of thegross turnover of such firm;
(iii) Holds together with his relatives two per cent or more of the total voting powerof the company; OR
(iv) Is a Chief Executive or director by whatever name called or any non-profitorganization that receives twenty five per cent or more of its receipts from the Companyany of its promoters directors or its holding subsidiary or associate company or thatholds two per cent or more of the total voting power of the company; OR
(v) Who possesses such other qualifications as may be prescribed.
All the existing Properties of the Company have been adequately insured.
M/s. O.P. Bhandari & Co. present Statutory Auditors of the company have giventheir letter of consent and confirmation under provisions of Section 139(1) of CompaniesAct 2013 read with Rule 4 and 6 of The Companies (Audit and Auditors) Rules 2014(Section 224(1B) of the Companies Act 1956).for reappointment as Statutory Auditors ofthe Company. As per rules M/s. O.P. Bhandari is proposed to be appointed as statutoryauditors of the company for next 3 financial years. A Suitable Resolution making theirappointment as the Statutory Auditors and fixing their remuneration is proposed to bepassed at the Annual General Meeting.
In order to make proper compliance with the provisions of Corporate Governance thecompany has established in house internal Audit Department which is functioning under theclose supervision and direction of the Audit Committee and also in process of appointingthe internal Auditor M/s. SAP Jain and Associates Indore a firm of Chartered Accountantfrom to time to time.
The Statutory Auditor of the company M/s. O.P. Bhandari & Co. has not made anyobservation in their report which requires specific information or clarifications from theBoard of Directors in their report. However the notes to the accounts areself-explanatory in nature.
FORMATION OF AUDIT COMMITTEE
The Company has formed the audit committee within the organization in compliance toSection 177 of Companies Act 2013 (section 292A of Companies Act 1956) and also incompliance with clause 49 relating to corporate governance as per listing agreement anddirectors have formed an Audit Committee within the organization consisting of 3directors. The area of operations and functional responsibilities assigned to thecommittee are as per the guidelines provided in Clause 49 of the Listing Agreement forimplementation of code of corporate governance. The committee meets at least once in aquarter and gives its report of each meeting to the Board for its approval record andinformation purpose.
There are no employees of the company who were in receipt of the remuneration of Rs6000000/- in the aggregate if employed for the year and in receipt of the monthlyremuneration of Rs 500000/- in the aggregate if employed for a part of the year underreview. Hence the information required under Section 217 (2A) of the Companies Act 1956read with the Companies (Particulars of Employees) Rules 1975 and Companies (Particularsof Employees) Amendment Rules 2011 is not applicable to the Company.
The Information required to be disclosed in the report of the Board of Directors as perthe provisions section217 (1)(e) of the Companies Act-1956 and the Companies (Disclosureof Particulars in the Report of Board of Directors) Rules 1988 regarding the conservationof energy technology absorption foreign exchange earnings and outgo etc. are notapplicable to the Company as your company is a Non Banking Financial Company.
The Company changed its Registered Office from State of Gujarat to the State of MadhyaPradesh via Postal Ballot with effect from 30th April 2014. Other than this nomaterial changes have taken place after completion of the financial year up to the date ofthis report which may have substantial effect on business and finances of the company.
Your Directors take this opportunity to acknowledge the trust reposed in your companyby its Shareholders Bankers and Clients. Your Directors also keenly appreciate thededication & commitment of all our employees without which the continuing progress ofthe company would not have been possible.
| ||On Behalf of the Board of Directors |
| ||Of Anjani Finance Limited |
| ||(Satish Dhangar) ||(Chhotelal Pathak) |
|DATE : 26.05.2014 ||Managing Director ||Director |
|PLACE : Indore ||(DIN: 06594368) ||(DIN: 00505184) |