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Anjani Finance Ltd.

BSE: 531878 Sector: Financials
NSE: N.A. ISIN Code: INE283D01018
BSE 00:00 | 09 Apr 3.51 0
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NSE 05:30 | 01 Jan Anjani Finance Ltd
OPEN 3.51
PREVIOUS CLOSE 3.51
VOLUME 100
52-Week high 7.50
52-Week low 3.51
P/E 15.26
Mkt Cap.(Rs cr) 4
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 3.51
CLOSE 3.51
VOLUME 100
52-Week high 7.50
52-Week low 3.51
P/E 15.26
Mkt Cap.(Rs cr) 4
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Anjani Finance Ltd. (ANJANIFINANCE) - Director Report

Company director report

Dear Members ofAnjani Finance Limited Indore

Your Directors are pleased to present the 28 Annual Report and the Company's AuditedFinancial Statement for the Financial Year ended March 31st 2017.

FINANCIAL RESULTS

The Company's financial performance for the year ended March 31st 2017 is SummarizedBelow:

PARTICULARS 2016-17 2015-16
Profit before Depreciation Interest & other adjustments 8512405 6930414
Less : Finance Cost 4045091 3714308
:Depreciatio n 243489 243192
Profit BeforeTax 4223825 2972914
Less :EarlierYear Expenses 0 240529
:Provision on Standard Assets 0 173479
:Provision FOR Current Year Tax 0 520708
:Deferred Tax Provided (Written Back) 22879 7192
Profit for the year 4143671 2031006
Add : Balance of Profit B/F From Previous Year 12950260 11338955
Amount available for appropriation 16351206 13369961
APPROPRIATIONS :
Transfer to NBFC Reserve 680189 406201
Adjustment for EarlierYear ExcessTax 0 13500
Adjustment on Account of Depreciation 0 0
Balance carried to Balance Sheet 15671016 12950260
TOTAL 16351206 13369961

PERFORMANCE OF THE COMPANY

During the year the Company has achieved a turnover of Rs1.14Crore as against turnoverof ^0.95Crore in the previous year registering an increase of 20%. The overall performanceremains satisfactory.

DIVIDEND

The Company has not declaredany dividend during the year 2016-17 (Previousyear Nil).

TRANSFER OF AMOUNTS TO INVESTOR EDUCATION & PROTECTION FUNDS (IEPF1

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

TRANSFER OF AMOUNT TORESERVES

The Company has transferred Rs828734/-to the NBFC Reserves as per requirement of theDirections of the RBI to the NBFC Companies {Previous year Rs406201/-) except that noamount has been transferred or withdrawn from the reserves by the Company.

CREDIT RATING

The company has not obtained credit rating.

NON PERFORMING ASSETS ANDPROVISIONS

No assets of the company are classified as non-performing under the SEBI (ListingObligations and Disclosure Requirements) Regulations 2015. As such no provision isrequired to be maintained.

ASSOCIATES/SUBSIDIARIES/JOINT VENTURES COMPANIES

The company has no Subsidiariesand Joint Ventures. The company has an Associate namelyChamelidevi Flour Mills Pvt. Ltd. with 28.70 % Share Holding. The Relevant detail as perForm AOC-1 is enclosed herewith asper Annexure- "A".

DISCLOSURE U/S 134 (31

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

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

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

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-2is enclosed herewith as per Annexure -"D".

• Statement of Conservation of energy technology absorption and foreign exchangeearnings and outgo is not applicableto 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 theCompaniesAct 2013 read with Rule 5(1) of the Companies(Appointment and Remuneration ofManagerial Personnel) Rules 2014 are forming part of this report and is annexed as perAnnexure-"E".

There is no employee drawing remuneration of Rs850000/- per month or Rs10200000/- 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

RISK MANAGEMENT COMMITTEE

The company has voluntary constituted risk management committee and the policy isdisclosedon the website of the company at www.aanjanifin.com.

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 (KYC Policy) and Anti MoneyLaundering measure policy (AMI Policy) in place and adheres to the said policy. The saidpolicy is in line with the RBI Guidelines. Company has also adhered to the compliancerequirement in terms of the said policy including the monitoring and reporting of cash andsuspicious transactions. There are however no cash transactions of the value of morethanRs1000000/- 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 Regulation 17 of SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015 for its BOD and thesenior management personnel. The code requires the directors and employees of the companyto act honestly ethically and with integrity and in a professional and respectful manner.A certificate of the Management is attached with the Report in the Corporate Governancesection.

d) Code of Prohibition oflnsider Trading Practices

Your company has in place a code for prevention of insider trading practices inaccordancewith the model code of conduct as prescribed under SEBI ( prohibition ofinsider trading) Regulations 2015 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 Regulation 22of SEBI (Listing Obligations And Disclosure Requirements) Regulations 2015 the companyand adopted a whistle blower policy which provides for a vigil mechanism that encouragesand supports its directors and employees to report instances of unethical behavior actualor suspected fraud or violation of the company1 code of conduct policy it also providesfor adequate safeguards against victimization of persons who use this mechanism and directaccess to the chairman of audit committee in exceptional cases. Policy of the whistleblower of the Company has been given at the website of the company at www.aanjanifin.comand attached the same asAnnexure Fto this report.

f ) Prevention Prohibition and Redressal of Sexual harassmentof 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. 2016-17. g) NominationRemuneration 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 asdirectors 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 Cto thisreport. The details of the same are also covered in corporate Governance Report formingpart of this annual report.

h) Related Party Transactions Policy

There were no materially significant related party transactions held during the FY2016-17 that may have potential conflict with the interest of company at large.Transactions entered with related parties as defined under the CompaniesAct 2013 andRegulation 23 of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015during the financial year were mainly in the ordinary course of business and on an arm'slength basis. The related party transaction policy as formulated by the company definesthe materiality of related party and lays down the procedures of dealing with relatedparty transactions. The details of the same are posted on the Company web-sitewww.anjanifin.com.

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 financialyear2016-17 on time.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

The Board of Directors of your company consistsof 4 directors. Mrs. Kalpana Jain (DIN02665393) and Mr. SatishPrasadDhangar (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 inspecific 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 CorporateGovernancesection 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 CompaniesAct 2013.

CS Soniya Shrivastavaa whole time Company Secretaryof the company are designated askey managerial personnel of the company as per the provisions of section 203 of thecompanies Act 2013.

PERFORMANCE EVALUATION

Pursuant to the provision of CompaniesAct 2013 and clause49 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.

BOARD MEETINGS

During the FY2016-17 (Eight) 8 Board meetings were convened and held. The interveninggap between the meetings was within the period prescribed under the Companies Act 2013and the SEBI (Listing obligation And Disclosure Requirement) Regulations 2015. Thedetails of the Board meetings held during the year along with the attendance of therespective directors there at are set out in the Corporate Governance Report forming partof this annual report.

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.

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 hastaken stringent measures to control the quality ofdisbursement of loan and its recovery to prevent fraud.

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 BODof the companyhad appointed Sahive Alam Khan Practicing Company SecretariesIndore to undertake thesecretarial audit of the company for the FY2016-17 The secretarial audit report for theF.Y. ended March 31 2017 is annexed herewith as per Annexure - "G".The said report does not contain any material qualification reservation or adverseremark.

AUDITOR AND AUDITORS REPORT.

At the 28th Annual General Meeting held on 29th September 2017 the members hadappqinted M/s Mahendra Badjatya & Co (ICAI Firm Registration Number 001457C) CharteredAccountants as statutory auditors of the company by way of ordinary resolution u/s 139 ofthe CompaniesAct 2013 to hold office for a term of Syears from the conclusion of 28th AGMuntil the conclusion of the 28thAGM of the company subject to ratification of appointmentby the members of the company at every AGM as per the provisions of the Companies Act2013.

The Company has obtained a confirmation letter regarding their eligibility and yourboard proposes for ratification of their appointment for the year 2017-18.

The Auditors Report is the self explanatory and needsto comments by the Board.

DIRECTORS RESPONSIBILITY STATEMENT

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

a) In the preparation of the annual accounts for the year ended March 31st2017 theapplicable accounting standards read with requirements set out under Schedule III to theAct have been followed and there is no material departures from the same; b) Thedirectors had selected such accounting policies and applied them consistently and madejudgments and estimates that are reasonable and prudent so asto give a true and fair viewof the state of affairs of the company at March 31st 2017 and of the profit and loss ofthe company for the year ended on that date; c) The directors had taken proper andsufficient care for the maintenance of adequateaccounting records in accordance with theprovisions of this Act for safeguarding the assets of the company and for preventing anddetecting fraud and other irregularities; d) The directors had prepared the annualaccounts 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.

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.

ANNUAL EVALUATION

Pursuant to the provisions of the companiesAct 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 companywas carried out during the year and iscovered under the corporate governance report forming part of this annual report.

DEPOSITS

The Companyis a non-deposit taking category - B NBFC Company.The companydoes not haveany public deposits within the meaning of Section 73 of the Companies Act 2013. Furtherthat the company has not accepted any deposit in contravention of the provisions of theCompanies Act 2013 as well as RBI directions.

ADEQUACY OF INTERNAL FINANCIAL CONTROLS

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

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) StakeholderRelationship Committee as per section 178 of the Companies Act 2013 and Regulation 20 ofSEBI (Listing Obligations & Disclosure Requirements) Regulations 2015. c) Nominationand Remuneration Committee as per section 178 of the CompaniesAct 2013 and Regulation 19of SEBI (Listing Obligations & Disclosure Requirements) Regulations 2015. d) RiskManagement Committee as per Regulation 21 of SEBI (Listing Obligations & DisclosureRequirements) Regulations 2015. e) Internal Committee for Sexual Harassment of Women atthe 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.

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

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

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.

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.

CHANGE IN THE NATURE OF BUSINESS

During the year under review there was no change in the nature of business of thecompany and there is no material changes and/or commitments affecting the financialposition of the company during the period from 31st March 2017

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.

Registered Office: ByOrder of the Board
Anjani Finance Limited
CIN - L65910MP1989PLC032799
The Agarawal Corporate House
5th FloorlSanjana Park Adjoining
Agarawal Public School Bicholi Mardana
Road lndore-452011
Madhya Pradesh India

 

Sd/- Sd/-
DATE: 25/05/2017 (Satish Prasad Dhangar) (Sanjay KumarAgarwal)
PLACE: INDORE Managing Director Director
DIN:06594368 DIN:00023611