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Banas Finance Ltd.

BSE: 509053 Sector: Financials
NSE: N.A. ISIN Code: INE521L01022
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VOLUME 75
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Buy Price 0.00
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Sell Qty 9925.00
OPEN 0.50
CLOSE 0.52
VOLUME 75
52-Week high 0.88
52-Week low 0.37
P/E
Mkt Cap.(Rs cr) 6
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.50
Sell Qty 9925.00

Banas Finance Ltd. (BANASFINANCE) - Director Report

Company director report

To

The Members of Banas Finance Limited

Your Directors have pleasure in presenting the 34th Annual Report along withthe Audited Accounts for the financial year ended March 31 2017.

FINANCIAL RESULTS:

Summary of the Company's financial performance for F.Y. 2016-2017 as compared to theprevious financial year is given below:

(Figures in Lacs)
Particulars F.Y. 2016 F.Y. 2015
2017 2016
Total Revenue 956.34 809.29
Profit before Dep. & Int. (331.38) (215.87)
Depreciation - -
Interest 182.47 100.69
Profit after Depreciation & Interest (513.85) (316.57)
Provision for Taxation 0.038 0.33
Provison for Tax (deferred) 0.32 0.18
Provision for Taxation for earlier year - -
Profit/ Loss after Tax (513.79) (329.75)
Balance carried to Balance Sheet (513.79) (329.75)

HIGHLIGHTS:

The company is mainly engaged into business of and Finance and Investment. During theyear under review Company's' total revenue has increased to Rs. 956.345 lacs from Rs.809.29 lacs as compared to previous financial year measuring 18.17% The Company has alsomanaged to control its administrator expenses to the extant but the main reason ofincurring huge loss of Rs. 513.795 Lacs during the year as compared to 329.75 in previousyear was due to devaluation of stock during the year.

The management of the Company is very optimistic regarding performance of the Companyin future and taking every steps and making every efforts to turn the Company in toprofitable organization

DIVIDEND:

During the year the company incurred losses; your directors have not recommended anydividend on Equity Shares for the year under review.

DEPOSITS:

Your Company has not accepted any deposits within the meaning of Section 73 (1) and 74of the Companies Act 2013 read together with the companies (Acceptance of Deposits)Rules 2014.

AMOUNTS TO BE TRANSFERRED TO RESERVES

In the view of continuous losses no fund was transferred to General Reserve andStatutory Reserves as per provision of Section 45 (i)(c) of the Reserve Bank of India Act1934.

CHANGE IN DIRECTORS AND KMP:

The Composition of the Board during the year was as per the provisions of Regulation17(1) of listing regulation read with the Companies Act 2013. During the period underreview

On the recommendation of Nomination and Remuneration Committee your Board inductedMrs. Tanu Agarwal as an Additional Director under Non Executive category w.e.f. 13thOctober 2016 and Mr. Suresh kharat and Mr. Manish Raul as an Additional Directors of theCompany in the category of Executive and Non Executive-Independent respectively witheffect from 30th December 2016. In terms of Section 161 of the Companies Act2013 they will hold office up to the date of the ensuing Annual General Meeting. TheCompany has received a notice in writing along with deposit pursuant to Section 160 ofCompanies Act 2013 proposing the appointment of Mrs. Tanu Agarwal Mr. Suresh kharat andMr. Manish Raul as Directors of the Company. Your Board has recommended the appointment ofMrs. Tanu Agarwal and Mr. Suresh kharat as a Director of the Company liable to retire byrotation at AGM of the Company and Mr. Manish Raul as an Independent Director of theCompany for a period of five years w.e.f 30th December 2016 till 29thDecember 2021.

Pursuant to Section 152 of the Companies Act 2013 Mr. Girraj Kishor Agrawal Directoris retiring by rotation at the ensuing Annual General Meeting and being eligible offeredhimself for re-appointment. Your Board has recommended his re-appointment.

During the year Ms. Swati shinde and Mr. Ashwin Shah had resigned from the post ofDirectorship w.e.f. 13/10/2016 and 30/12/2016 respectively. The Board appreciates thecontribution made by them.

Ms. Aarti Gavnang who was appointed as an Additional Director in the category of NonExecutive Independent w.e.f. 30th December 2016 has tendered her resignationfrom the post w.e.f. 15th May 2017.

Ms. Nikita Joshi. Company Secretary and Compliance Officer of the Company tendered herresignation w.e.f. 5th May 2017.

Mr. Manish Raul has given declarations that they continues to meet the criteria ofindependence as laid down under Section 149(6) of the Act and Regulation 16(1)(b) of theListing Regulations.

As required under Regulation 36(3) of the listing Regulations with the stock exchangesthe information on the particulars of Directors proposed for appointment/re appointmenthas been given in the notice of annual general meeting.

DIRECTORS' RESPONSIBILITY STATEMENT:

In accordance with the provisions of Section 134 (3) (c) and 134 (5) of the CompaniesAct 2013 and based on the information provided by management your Directors' statethat:

a) In the preparation of the annual accounts for the financial year ended 31st March2017 the applicable accounting standards have been followed.

b) Directors have selected such Accounting policies applied them consistently and madejudgments and estimates that are reasonable and prudent so as to give a true and fair viewof the State of affairs of the corporation as at the end of March 31 2017 and of theprofit of the Company for the year ended on that date.

c) Director have taken Proper and sufficient care to the best of their knowledge andability for the maintenance of adequate accounting records in accordance with theprovisions of the Companies Act 2013 for safeguarding the assets of the Company and forpreventing and detecting fraud and other irregularities.

d) Directors have prepared the annual accounts on a ‘going concern' basis;.

e) Director have laid down internal financial controls commensurate with the size ofthe Company and that such financial controls were adequate and were operating effectively.

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

DECLARATION OF INDEPENDENCE BY DIRECTORS:

The Independent Non-executive Directors of the Company viz. Ms. Seema NirmalsinghSiddhu Mr. Hardikkumar Bharatbhai Kabariya Mr. Manish Raul and Ms. Aarti Gavnang haveaffirmed that they continue to meet all the requirements specified underRegulation16(1)(b)of the listing regulations in respect of their position as an"Independent Director" of Banas Finance Limited.

POLICIES ON DIRECTORS' APPOINTMENT AND REMUNERATION:

The Company adheres to the requirements prescribed in the Companies Act 2013 rulesand amendments made there under and SEBI regulations for the Appointment and remunerationof the Directors of the Company.

The policies of the Company on Directors' appointment and remuneration includingcriteria for determining qualifications positive attributes independence of a Directorand other matters provided under sub-section (3) of Section 178 of the Act is appended as AnnexureI to this Report.

MANNER IN WHICH FORMAL ANNUAL EVALUATION HAS BEEN MADE BY THE BOARD OF ITS OWNPERFORMANCE AND THAT OF ITS COMMITTEES AND INDIVIDUAL DIRECTORS:

Evaluation of performance of all Directors is undertaken annually. The Company hasimplemented a system of evaluating performance of the Board of Directors and of itsCommittees and individual Directors on the basis of a structured questionnaire whichcomprises evaluation criteria taking into consideration various performance relatedaspects.

The Board of Directors has expressed its satisfaction with the evaluation process.

STATUTORY AUDITORS:

M/s. Pravin Chandak & Associates Chartered Accountants having Registration No.116627W who are the Statutory Auditors of the Company hold office up to the forthcomingAnnual General Meeting and are recommended to ratify the appointment up to next AnnualGeneral Meeting to audit the accounts of the Company for the Financial Year 2017-18. Asrequired under the provisions of Section 139 of the Companies Act 2013 the Company hasobtained written confirmation from M/s. Pravin Chandak & Associates that theirappointment if made would be in conformity with the limits specified in the saidSection.

AUDITORS REPORT:

Observations made in the Auditors' Report are self-explanatory and therefore do notcall for any further comments under Section 134 (1) of the Companies Act 2013.

COMMENTS ON OBSERVATION MADE BY STATUTORY AUDITORS:

M/s. Pravin Chandak and Associates Practicing Chartered Accountant in his IndependentAuditor Report for financial year 2016-17 have drawn the attention of the management onsome Prudential Norms of NBFC which have been marked as qualification in his report. Inconnection with the same management here with give the explanation for the same asfollows:

The Management is of having view that that the Company is Small NBFC as compared toother giants in the market. Company had not accepted any deposits from public. The Companyis doing business out of its own fund. The Company operates its business with at most careand diligence. As far as making of Loan and Advances are concerned management grantsdemand loan only either to the parties known to the Company or by reference which aregoverned by the Board policies.

In some cases Loan Agreements or some KYC were not maintained. However considering theclose monitoring of Board no appraisal renewal policies and procedure has beenprescribed therefore and Directors are of a view that the Company has maintained all basicand necessary documents but according to the auditor the documents are notappropriate/enough. The Company is continuously making efforts to make KYC documents inline with auditor's directions for all future loan agreement and contracts to be entered.

The Loans and Advances granted by the Company is considered as good and recoverable anddo not required any provisions and same has been closely supervised and monitored onregular basis and proper internal audit and internal control is in place.

The management of the Company is quite confident that there is/was no NPA. The Companygrants unsecured loan either to the parties to whom Company knows personally or to theparties whose reference has been received from some parties with whom Company hasalready done the business. Though the repayment of the loan and interest there on mighthave been delayed some time by the parties but Company do receive the payment on laterdate.

As far as appropriateness of internal control system is concerned management is havingviews that the company has effective and sufficient internal control system in place forgranting loans and over purchase and sales. The management grants demand loan only eitherto the parties known to the Company or by references which are governed by the Boardpolicies. The Loan and Advances granted by the Company is considered as good andrecoverable and do not required any significant provisions and same has been closelysupervised and monitored on regular basis therefore no appraisal renewal Policiesprocedures committee or documents have been prescribed and executed. It's difficult toestablish any standard or fixed policy and procedure for granting loans as it dependsupon emergency of funds and other requirements of the clients.

SECRETARIAL AUDIT:

Pursuant to the requirements of Section 204(1) of the Act and Rule 9 of Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Company hasappointed Jelphine Angel Nadar. Practicing Company Secretaries to conduct theSecretarial Audit for the financial year 2016-17. The Secretarial Audit Report as receivedfrom Jelphine Angel Nadar is appended to this Report as Annexure II.

COMMENTS ON OBSERVATION AND QUALIFICATION MADE BY SECREATARIRAL AUDITORS:

Jelphine Angel Nadar. Company Secretary in Practice in his Secretarial Audit Reportfor financial year 2016-17 have drawn the attention of the management on some thenon-compliances which have been marked as qualification in his report. In connection withthe same management herewith give the explanation for the same as follows:

The Company is not registered under Maharashtra State Tax on Professions Tradescallings and Employments Tax Act 1975 (Profession Tax Act). The Company will soon obtainvalid Profession Tax number and will comply the same in future.

The Company secretary of the Company had resigned from the post of the CompanySecretary w.e.f. 22nd March 2016. According to Section 203 any vacancy aroseddue to resignation should be filled with six month of said vacancy. Since Company waslooking for desirable candidate the post of Company Secretary was vacant for some period.Company appointed new company secretary w.e.f. 2nd December 2016.

As far as provisions of prudential norms issued by Reserve Bank of India forNon-Banking Financial (Non - Deposit Accepting or Holding) and maintenance of Know YourCustomer' (KYC) is concerned explanation is already given in previous point i.e. COMMENTSON OBSERVATION MADE BY STATUTORY AUDITORS.

NUMBER OF MEETINGS OF THE BOARD:

The details of the number of meetings of the Board held during the Financial Year2016-17 forms part of the Corporate Governance Report.

COMMITTEES OF THE BOARD:

The Board of Directors has the following Committees:

1. Audit Committee

2. Nomination and Remuneration Committee

3. Stakeholders' Relationship Committee

The details of the Committees along with their composition number of meetings andattendance at the meetings are provided in the Corporate Governance Report.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS:

There are no significant and material orders passed by the Regulators/Courts that wouldimpact the going concern status of the Company and its future operations.

MATERIAL CHANGES AND COMMITMENTS IF ANY AFFECTING THE FINANCIAL POSITION OF THECOMPANY:

No material changes and commitments affecting the financial position of the Companyoccurred during Financial Year 2016-17 till the date of this report. Further there was nochange in the nature of business of the Company.

SUBSIDIARY JOINT VENTURE OR ASSOCIATE COMPANIES:

During the year no company has become or ceased to be a subsidiary joint venture orassociate of the Company.

REPORTS ON CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION & ANALYSIS:

The Company is committed to maintain the highest standards of Corporate Governance andadhere to the Corporate Governance requirements set out by SEBI.

In compliance with Regulation 34 and Schedule V of SEBI Listing Regulations 2015report on the Corporate Governance along with a certificate from the Statutory Auditorsof the Company on compliance with the provisions is annexed and forms part of the AnnualReport.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

The particulars of contracts or arrangements with related parties referred to inSection 188(1) as prescribed in Form AOC - 2 are appended as Annexure III.

EXTRACT OF ANNUAL RETURN:

Pursuant to the requirements under Section 92(3) and Section 134(3) of the Act readwith Rule 12 of Companies (Management and Administration) Rules 2014 an extract ofAnnual Return in prescribed Form MGT-9 is given in the Report as Annexure IV.

PARTICULARS OF EMPLOYEES AND RELATED INFORMATION:

In terms of the provisions of Section 197(12) of the Act read with Rule 5 of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 a statementcontaining the disclosures pertaining to remuneration and other details as required underthe Act and the above Rules are provided in the Annual Report. The disclosures asspecified under Rule 5(1) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 have been appended to this Report as Annexure V.

POSTAL BALLOT:

During Financial year 2016-17 postal ballot was conducted by company to obtainmembers' approval with respect to:

1. Give loans guarantees and provide securities beyond the prescribed limits u/s 186 ofthe Companies Act 2013 to the extent of Rs. 100 crores.

2. Borrow money in excess of limits prescribed u/s 180(1) (c) of the Companies Act2013 up to Rs. 100 crores.

3. Create security under section 180(1) (a) of the Companies Act 2013 in connectionwith borrowings of the Company. All of the above resolutions have been unanimously passedby the members.

RISK MANAGEMENT AND INTERNAL CONTROLS:

The Company has the risk management and internal control framework in placecommensurate with the size of the Company. However Company is trying to strengthen thesame. The details of the risks faced by the Company and the mitigation thereof arediscussed in detail in the Management Discussion and Analysis report that forms part ofthe Annual Report.

PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS:

Details of investments covered under the provisions of Section 186 of the CompaniesAct 2013 will be produced for verification to the members on their specific request.

CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION:

The Company being a non banking finance company (NBFC) does not have anymanufacturing activity. The directors therefore have nothing to report on‘conservation of energy and technology absorption'.

MEMBER OF CREDIT RATING AGENCY:

During the year under review your company has maintained the membership with CIBILLimited CRIF High Mark Credit Information Services Pvt. Ltd. Equifax Credit InformationServices Pvt Ltd and Experian Credit Information Company of India Pvt. Ltd.

LISTING OF SHARES:

Equity shares of your Company are listed on Bombay Stock Exchange only and the Companyhas paid the necessary Listing fees for the year 2017 2018.

FOREIGN EXCHANGE:

There is no inflow and outflow of Foreign Exchange.

VIGIL MECHANISM/WHISTLE BLOWER POLICY:

The Company has established a vigil mechanism to provide appropriate avenues to theDirectors and employees to bring to the attention of the Management the concerns aboutbehavior of employees that raise concerns including fraud by using the mechanism providedin the Whistle Blower Policy. The Whistle Blower Policy is hosted on company's website athttps://banasfinance.files.wordpress.com/2016/08/whistle_blower_policy_banas_finance.pdf

During the financial year 2016-17 no cases under this mechanism were reported in theCompany.

POLICY FOR PREVENTION PROHIBITION AND REDRESSAL OF SEXUAL HARASSMENT OF WOMEN ATWORKPLACE:

The company has framed policy in accordance with The Sexual Harassment of Women atWorkplace (Prevention Prohibition and Redressal) Act 2013. The Sexual Harassment ofWomen At Workplace is hosted on company's website athttps://banasfinance.files.wordpress.com/2015/07/sexual-harassment-policy_banas-finance.pdf

During the financial year 2016-17 no cases in the nature of sexual harassment werereported at any workplace of the company.

CEO AND CFO CERTIFICATION:

The Chief Executive Officer and Chief Financial Officer Certification as required underRegulation 17(8) read with Part B of Schedule II of the SEBI(LODR) Regulation2015 havebeen appended to this report in Annexure VI.

ACKNOWLEDGEMENT:

The Board of Directors wishes to express sincere thanks to Bankers Shareholdersclients Financial Institutions customers suppliers and employees of Companies forextending support during the year.

FOR & ON BEHALF OF THE BOARD
Sd/- Sd/-
Amit Gulecha Girraj Kishor Agrawal
(Managing Director) (Director)
DIN: 06964404 DIN: 00290959
Place: Mumbai
Date: 12/06/2017

ANNEXURE- I

POLICY ON SELECTION & APPOINTMENT OF DIRECTORS

Objective:

Pursuant to the provisions of Section 178 of the Companies Act 2013 (the Act) theNomination and Remuneration Committee of a company is required formulate the criteria fordetermining the qualifications positive attributes and independence of a directorproposed to be appointed as a director on the board of the company. This Policy documentrecords the criteria for selection and appointment of directors on the Board of theCompany.

Scope:

This Policy is applicable to selection and appointment of directors on the Board of theCompany.

Criteria for selection of Directors:

The Nomination and Remuneration Committee (‘the Committee') of the Board of theCompany to keep the following criteria in mind while assessing the suitability of anindividual as a director on the Board of the Company:

a) Demonstration of independence integrity high personal and professional ethics;

b) Ability and willingness to commit sufficient time to the responsibilities as a Boardmember;

c) Understanding of the Company's/Group's business and related industry;

d) General understanding of marketing finance and other disciplines relevant to thebusiness of the Company/ Group; Educational and professional background professionalqualification and/or experience of having run a business at senior management and decisionmaking level;

e) Age giving sufficient experience as well as length of service available;

f) Ability to assessment the conflict of interest if any;

g) Personal accomplishments and ability to influence decisions.

The above are the broad parameters for assessing the candidate's suitability. TheCommittee has the discretion to apply additional or different criteria as it may deem fit.The Committee shall assist the Board in ensuring Board nomination process with thediversity of gender thought experience knowledge and perspective in the Board.

The Committee may also consider the contributions that a board candidate can beexpected to make to the collective functioning of the Board based upon the totality of thecandidate's credentials experience and expertise the composition of the Board at thetime and other relevant circumstances. The Committee will also keep in mind regulatoryrequirements in this regard.

An Independent Director can hold office for a term up to five consecutive years on theBoard of the Company and he is eligible for re-appointment on passing of a specialresolution by the Company and disclosure of such appointment in the Board's report.

No Independent Director can hold office for more than two consecutive terms of fiveyears but such Independent Director is eligible for appointment after expiry of threeyears of ceasing to become an Independent Director. Provided that an Independent Directorshall not during the said period of three years be appointed in or be associated withthe Company in any other capacity either directly or indirectly.

The Company may appoint or re-appoint any person as the Managing Director and/orWhole-time Director for a term not exceeding five years at a time. Further they shall notbe reappointed earlier than one year before the expiry of their term.

Persons to be considered for appointment as directors are selected by the Nominationand Remuneration Committee in accordance with the policies and principles above and underthe Act and the Listing Agreement. The invitation to join the Board may be extended by theChairman of the Board.

REMUNERATION POLICY

Introduction:

This Remuneration Policy (Policy) of Banas Finance Limited has been formulated for itsdirectors key managerial personnel and other employees keeping in view the followingobjectives:

1. Ensuring that the level and composition of remuneration is reasonable and sufficientto attract retain and motivate to run the company successfully.

2. Ensuring that relationship of remuneration to performance is clear and meets theperformance benchmarks.

3. Ensuring that remuneration involves a balance between fixed and incentive payreflecting short and long term performance objectives appropriate to the working of thecompany and its goals.

4. The Policy is in compliance with Section 178(3) and Section 178(4) of the CompaniesAct 2013 and Regulation 19(4) read with Part D of Schedule II of the Securities andExchange Board of India (Listing Obligations and Disclosure Requirements) Regulations2015 (the "Listing Regulations").

Scope of policy:

The Policy applies to all directors key managerial personnel and other employees.

Policy:

The Board on the recommendation of the Nomination and Remuneration Committee (NRC)shall review and approve the remuneration payable to the Executive Directors of theCompany within the overall limits approved by the shareholders. The Board on therecommendation of the Nomination and Remuneration Committee shall also review and approvethe remuneration payable to the other Key Managerial Personnel of the Company. Theremuneration structure of the Executive Directors and other Key Managerial Personnel shallinclude the following components:

a. Total Fixed Cost: This includes base salary other allowances perquisites andretirement benefits.

b. Variable Cost: This includes incentives / performance bonus linked to Companyand individual performance.

c. The sum total of the Total Fixed Cost and Variable Cost is called the Cost toCompany in the remuneration package.

Remuneration to Non-Executive Directors shall be entitled to sitting fees for attendingthe meetings of the Board and the Committees thereof.

Remuneration to other employees shall be assigned grades according to theirqualifications and work experience competencies as well as their roles andresponsibilities in the organization Individual remuneration shall be determined withinthe appropriate grade and shall be based on various factors such as job profile skillsets seniority experience and prevailing remuneration levels for equivalent jobs.

Remuneration is annually reviewed for the Key Managerial Personnel and other employeeswho are eligible for compensation review keeping in view the remuneration objectives.

Annexure- III

FORM AOC-2

RELATED PARTY TRANSACTIONS

(Pursuant to clause (h) of sub-section (3) of section 134 of the Act and Rule 8(2) Ofthe Companies (Accounts) Rules 2014)

Form for disclosure of particulars of contracts/arrangements entered into by thecompany with related parties referred to in sub-section (1) of section 188 of the Actincluding certain arm's length transactions under third proviso thereto:

1) Details of material contracts or arrangements or transactions not at arm'slength basis: None of the transactions with related parties fall in this category.

2) Details of material contracts or arrangement or transactions at arm's lengthbasis:

Name of Related Party and nature of transactions Nature of contract /arrangement /transactions Duration of the contract / arrangement /transactions Salient terms of contract /arrangement /transactions including value if any Date(s) of approval by the Board Amounts paid as advance
Proaim Enterprises Ltd. Sale of shares Ongoing Sale of 154000 shares of Agrawal Bullion Ltd worth Rs. 18500000 01/04/2015 -
Tilak Ventures Ltd. Sale of shares Ongoing Sold 160000 shares of Agrawal Bullion Ltd worth Rs. 19200000 01/04/2015 -

 

FOR & ON BEHALF OF THE BOARD
Sd/- Sd/-
Amit Gulecha Girraj Kishor Agrawal
(Managing Director) (Director)
DIN: 06964404 DIN: 00290959
Place: Mumbai
Date: 12/06/2017

ANNEXURE- V

PARTICULARS OF EMPLOYEES AND RELATED INFORMATION

Information as per Rule 5(1) of the companies

(Appointment and Remuneration of Managerial Personnel) Rules 2014

The percentage increase in remuneration of each Director Chief Financial Officer andCompany Secretary during the financial year 2016-17 ratio of the remuneration of eachDirector to the median remuneration of the employees of the Company for the financial year2016-17 and the comparison of remuneration of each Key Managerial Personnel (KMP) againstthe performance of the Company are as under:

Sr. No Name of Director/KMP Remuneration Received (Rs. ) % increase in Remuneration in the Financial year 2016-17 Ratio of remuneration of each Director & KMP to median remuneration of employees
1 Shri Amit Gulecha (Managing Director) Nil Nil Nil
2 Shri Girraj Kishor Agrawal (Director) Nil Nil Nil
3 Smt. Seema Nirmal Singh Sidhu (Non-Executive Independent Director) Nil Nil Nil
4 Shri. Hardikkumar kabariya (Non-Executive Independent Director) Nil Nil Nil
5 Shri Manish Raul (Non-Executive Independent Director) Nil Nil Nil
6 Ms. Aarti Gavnang (Non-Executive Independent Director) Nil Nil Nil
7 Smt. Tanu Giriraj Agarwal (Director) Nil Nil Nil
8 Shri Suresh Kharat (CFO & Director) Nil Nil Nil
9 Smt. Nikita Joshi (Company Secretary) 102438 Nil 0.25

All appointments are / were non-contractual.

Remuneration as shown above comprises of Salary Leave Salary Bonus Leave TravelAssistance Medical Benefit House Rent Allowance Perquisites and Remuneration on Cashbasis There were 9 employees on the rolls of Company as on March 31 2017. None of theDirector has received any remuneration apart from setting fees during the year.

ANNEXURE- VI

CEO / CFO Certification

To the Members of

Banas Finance Limited

I undersigned Director of Banas Finance Limited ("the Company") to the bestof my knowledge and belief certify that:

a. I have reviewed financial statements and the cash flow statement for the year ended31st March 2017 and that to the best of my knowledge and belief; I state that:

i. These statements do not contain any materially untrue statement or omit any materialfact or contain statements that might be misleading; ii. These statements together presenta true and fair view of the listed entity affairs and are in compliance with existingaccounting standards applicable laws and regulations.

b. I further state that to the best of my knowledge and belief no transactions enteredinto by the company during the year which are fraudulent illegal or violation of theCompany's Code of Conduct.

c. I am responsible for establishing and maintaining internal controls for financialreporting and that I have evaluated the effectiveness of internal control systems of theCompany pertaining to financial reporting of the Company and have disclosed to theAuditors and the Audit Committee deficiencies in the design or operation of internalcontrols if any of which I am aware and the steps I have taken or propose to take torectify these deficiencies.

d. I have indicated to the Auditors and the Audit Committee:

i. Significant changes if any in internal control over financial reporting during theyear; ii. Significant changes if any in accounting policies during the year and that thesame have been disclosed in the notes to the financial statements; and iii. Instances ofsignificant fraud of which they have become aware and the involvement therein if any ofthe management or an employee having a significant role in the Company's internal controlsystem over financial reporting.

For Banas Finance Limited

Sd/-

Suresh Kharat

(Chief Financial Officer)

Dated: 30/05/2017

DECLARATION ON COMPLIANCE OF CODE OF CONDUCT OF BOD & SENIOR MANAGEMENT

DECLARATIONS

Compliance with the Code of Business Conduct and Ethics As provided under Regulation 26(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 allBoard Members and Senior Management Personnel have affirmed compliance with Banas FinanceLimited Code of Business Conduct and Ethics for the year ended March 31 2017.

For Banas Finance Limited

Sd/-

Girraj Kishor Agrawal

(Director)

DIN: 00290959

Dated: 12/06/2017