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Available Finance Ltd.

BSE: 531310 Sector: Financials
NSE: N.A. ISIN Code: INE325G01010
BSE LIVE 12:30 | 25 Apr 8.09 -0.04
(-0.49%)
OPEN

8.09

HIGH

8.09

LOW

8.09

NSE 05:30 | 01 Jan Stock Is Not Traded.
OPEN 8.09
PREVIOUS CLOSE 8.13
VOLUME 2000
52-Week high 8.13
52-Week low 3.25
P/E 57.79
Mkt Cap.(Rs cr) 8.25
Buy Price 7.97
Buy Qty 50.00
Sell Price 8.10
Sell Qty 850.00
OPEN 8.09
CLOSE 8.13
VOLUME 2000
52-Week high 8.13
52-Week low 3.25
P/E 57.79
Mkt Cap.(Rs cr) 8.25
Buy Price 7.97
Buy Qty 50.00
Sell Price 8.10
Sell Qty 850.00

Available Finance Ltd. (AVAILABLEFIN) - Director Report

Company director report

Dear Members of Available Finance Limited Indore

Your Directors are Pleased to present the 24th Annual Report and the Company’sAudited financial statement for the Financial Year ended March 31st 2016.

1. FINANCIAL RESULTS

The Company’s Financial Performance for the year ended 31st March 2016 issummarized below:

PARTICULARS 2015-16(Rs.) 2014-15(Rs.)
Profit before Depreciation Interest & other adjustments 30646691 22042019
Less : Finance Cost 27358351 19966712
: Depreciation 555131 933649
Profit Before Tax 2733209 1141658
Less : Provision for current Income Tax 902760 468600
: Deferred Tax Provision Written Back (6636) (164881)
: Income Tax excess provision Written Back 2538 (219973)
: Provision for NPA 467373 0
: Exceptional Item 0 (110300)
Profit for the year 1367174 1168212
Add : Balance of Profit B/F From Previous Year 25153472 24218902
Amount available for appropriation 26520646 25387114
APPROPRIATIONS :
Proposed dividend @10% 0 0
Corporate Tax on proposed dividend 0 0
Transfer to NBFC Reserve 273435 233642
Transfer to General Reserve 0 0
Balance carried to Balance Sheet 26247211 25153472
TOTAL 61613598 60246424

2. PERFORMANCE

During the year the Company has achieved a turnover of 3.29 Crore as against turnoverof 2.43 Crore in the previous year registering a growth of 26.20%. The overall performanceremains satisfactory.

3. DIVIDEND

In the absence of adequate profits the directors regret their inability to recommendany dividend for the year 2015-16. There is no obligation to transfer any amount toInvestor Education and Protection Fund for the current year.

4. TRANSFER OF AMOUNT TO THE RESERVES

The Company has transferred 273435/-(Rupees Two Lacs Seventy Three Thousand FourHundred Thirty Fivee only) to the NBFC Reserves as per requirement of the Directions ofthe RBI to the NBFC Companies {Previous year 233642/-(Rupees Two Lacs Thirty ThreeThousand Six Hundred Forty Two only)} except that no amount has been transferred orwithdrawn from the reserves by the Company.

5. NON-PERFORMING ASSETS AND PROVISIONS

The company has ascertained Non Performing Assets under Non Banking Financial (Nondeposit accepting or holding) Company’s Prudential norms (Reserve Bank) Directions2007 as amended from time to time and made adequate provisions there against. Thecompany did not recognize interest income on such Non Performing Assets.

6. HOLDING/ASSOCIATE/SUBSIDIARY/JOINT VENTURE COMPANIES

The company does not have any subsidiary and joint venture But the Company issubsidiary Company of Archana Coal Private Ltd. (CIN: U01122MP1991PTC006664). The companyhas three Associate Companies i.e. Agarwal Coal Corporation Pvt. Ltd. (CIN:U23109MP2000PTC014351) Agarwal Transport Corporation Pvt. Ltd. (CIN:U60210MP2003PTC015665) and Agarwal Fuel Corporation Pvt. Ltd. (CIN: U45203MP1980PTC001674)within the meaning of Section 2(46) and 2(6) of the Companies Act 2013. The detailsthereof are as per form no AOC-1 attached herewith as per Annexure - I.

7. DISCLOSURE U/S 134 (3)

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 companyare discussed elsewhere in this report and their relevant information’s are asunder:-

7.1 An extract of Annual Return in Form MGT-9 as per Annexure – II.

7.2 Policy of company for the appointment of Directors and their remuneration as per Annexure– III.

7.3 The particulars of related party contracts as per u/s 188 are enclosed herewith inform AOC-2 as per

Annexure –IV

7.4 The ratio of the remuneration of each director to the median employee’sremuneration and other details in terms of u/s 197 (12) of the Companies Act 2013 readwith Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel)Rules 2014 are forming part of this report and is annexed as per

Annexure -V.

There is no employee drawing remuneration of 500000/- per month or 6000000/- per yeartherefore the particulars of employees as required U/s 197(12) of the Companies Act 2013read with Rule 5(2) and Rule 5(3) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 are not applicable to the Company.

8. BOARD MEETING

During the FY 2015-16 6(Six) Board meetings were convened and held. The interveninggap between the meetings was within the period prescribed under the Companies Act 2013Secretarial Standard and the SEBI (Listing Obligation And Disclosure Requirement)Regulations 2015. The details of the Board meetings held during the year along with theattendance of the respective directors there at are set out in the Corporate GovernanceReport forming part of this annual report.

9. DISCLOSURE OF CODES STATNDARDS POLICIES AND COMPLIANCES THEREUNDER a) KnowYour 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 also adheres to the compliance requirement in terms of the said policyincluding the monitoring and reporting of cash and suspicious transactions. There arehowever no cash transactions of the value of more than 1000000/- or any suspicioustransactions whether or not made in cash noticed by the company in terms of the saidpolicy.

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 Board of Directors and the senior management personnel. The coderequires the Directors and employees of the company to act honestly ethically and withintegrity and in a professional and respectful manner. A certificate of the Management isattached with the Report in the Corporate Governance section.

d) Code for 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 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 clause 49 ofthe Listing Agreement and Regulation 22 of SEBI (Listing Obligations And DisclosureRequirements) Regulations 2015 the company had 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 http://www.availablefinance.in/Whistle%20Blower%20Policy%20&%20Vigil%20Mechanism.pdf andattached the same as Annexure VI to 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 complaint however isreceived by the company under the said policy in FY 2015-16.

g) Nomination Remuneration and Evaluation policy (NRE Policy)

The Board has on the recommendation of the nomination and remuneration committeeframed a remuneration policy which lays down the criteria for identifying the persons whoare qualified to be appointed as directors and or senior management personnel of thecompany along with the criteria for determination of remuneration of DirectorsKMP’s and other employees and their evaluation and includes other matters asprescribed under the provisions of section 178 of Companies Act 2013 and clause 49 of theListing Agreement and Regulation 19 of SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015. Policy of the Company has been given at the website of theCompany at http:// www.availablefinance.in/Policy%20for%20remuneration%20to%20Director%20and%20KMP.pdf and attached the same as Annexure III to 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 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 2015 during the financial year were mainly in theordinary course of business and on an arm’s length basis. The related partytransaction policy as formulated by the company defines the materiality of related partyand lays down the procedures of dealing with related party transactions. The details ofthe same are posted on the company’s web-site(http://www.availablefinance.in/Related%20Party%20 Transaction%20Policy.pdf).

i) Corporate Social Responsibility Policy

As per the provisions of section 135 of Companies Act 2013 and rules made there underthe company does not fall under the threshold limit to constitute Corporate SocialResponsibility Committee.

10. LISTING OF SHARES OF THE COMPANY

The equity shares of the company continue to remain listed on BSE limited (code:531310). The company has paid the due listing fees to BSE Limited for the financial year2016-17 on time.

11. DIRCTOR’S 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 31st 2016 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) 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 the profit andloss 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.

12. DIRECTORS AND KEY MANAGERIAL PERSONNEL

The Board of Directors of your company consists of 4 directors. During the period Mr.Rajendra Sharma (DIN 00981139) continued to hold the office as Whole-Time-Director &CEO. Mrs. Neelam Sharma (DIN 06935934) continued to hold the office as Non-ExecutiveDirector.

Mr. Yogendra Narsingh Shukla (DIN: 00379050) Independent Director of the Company for aterm of 5 years w.e.f. 1st April 2014. And Ms. Priyanka Jha (DIN: 07347415) appointed asAdditional Director under the category of Independent Director w.e.f. 25/11/2015. Mr.Sudama Tiwari (DIN: 01103738) has resigned from the post of Directorship w.e.f.01/07/2015.

In accordance with the provisions of Section 152 of the companies Act 2013 read withrelevant provisions of Articles of Association of the company there are none of anydirectors is liable to retire by rotation.

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.

Mr. Rajendra Sharma (DIN 00981139) Whole-Time-Director & CEO CS Usha Jaswani hadbeen appointed w.e.f. 11th August 2016 in place of CS Murtaza Chechatwalaresigned w.e.f. 10th August 2016 and Mr. Rakesh Sahu Chief Financial Officerof the company are designated as key managerial personnel of the company w.e.f. 1st April2014 as per the provisions of section 203 of the Companies Act 2013.

13. 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.

14. 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.

15. 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.

16. EXPLANATION TO OBSERVATION OF STATUTORY & SECRETARIAL AUDIT AS PER U/S134(3)(f) OF THE COMPANIES ACT 2013.

The Notes to the Accounts referred in Auditor Report and Secretarial Audit Report areself explanatory and do not call any further comments. The Secretarial Auditor M/s. IshanJain & Co. Practicing Company Secretaries Indore undertaken Secretarial Audit forthe year 2015-2016 The Secretarial Audit Report for the financial year ended March 31.2016 is annexed as Annexure -VII. The said Report does not contain any materialqualification reservation or adverse remark except the delay caused in the filling ofsome documents which are already filed with the adequate additional filling fees and hasbeen approved by the ROC/MCA therefore do not calls for any further comments etc.

17. RISK MANAGEMENT COMMITTEE

The company has voluntary constituted Risk Management Committee and the policy isdisclosed on the website of the company http://www.availablefinance.in/afl_risk.pdf.

18. COMMITTEE OF THE BOARD.

The company has duly constituted the following committee as per the provisions of theCompanies 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 Obligation And Disclosure Requirements) Regulations 2015.

b) Stakeholder Relationship Committee as per section 178 of the Companies Act 2013 andRegulation 20 of SEBI (Listing Obligation And Disclosure Requirements) Regulations 2015.

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

d) Risk Management Committee Regulation 21 of SEBI (Listing Obligation And DisclosureRequirements) Regulations 2015.

e) Internal Committee for Sexual Harassment of woman at the work place.

The detail of the composition of all the committees and their respective terms ofreference are included in the Corporate Governance Report forming the part of this annualreport. The committees meet at the regular interval prescribed in the Companies Act SEBI(Listing Obligation And Disclosure Requirements) Regulations 2015 Secretarial Standardand any other Act applicable if any.

19. DEPOSITS

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

20. CONSERVATION OF ENERGY TECHONOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS 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 is no foreign exchange earnings and outgoing during the year.

21. COMPIANCE OF RESERVE BANK OF INDIA GUIDELINES

The company is complying circulars and directions issued by the Reserve Bank of Indiafrom time to time.

22. 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.

23. CORPORATE GOVERNANCE & MANAGEMENT DISCUSSION AND ANALYSIS

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

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

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

26. AUDITOR AND AUDITOR'S REPORT

At the 23rd Annual General Meeting (AGM) held on 22nd September 2015 the members hadappointed 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 Companies Act 2013 to hold office for a term of 5 years from the conclusion of 23rdAGM until the conclusion of the 28th AGM of the company subject to ratification ofappointment by the members of the company at every AGM as per the provisions of theCompanies Act 2013.

27. ACKNOWLEDGEMENT

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

For and on Behalf of the Board Registered Office:
of Available Finance Limited "Agarwal House" Ground Floor 5
(CIN: L67120MP1993PLC007481) Yeshwant Colony Y.N. Road Indore-452003
Sd/- Sd/-
(Rajendra Sharma) (Neelam Sharma) Date: 22/08/2016
Whole-Time-Director & CEO Director Place: Indore
DIN: 00981139 DIN: 06935934