of Anjani Finance Limited
Your Directors are pleased to present the 32nd Annual Report and theCompany's Audited Financial Statement for the Financial Year ended March 31st2021.
The Company's financial performance for the year ended March 31st 2021 isSummarized Below:
|PARTICULARS ||2020-21 ||2019-20 || |
|Profit before Depreciation Interest & other adjustments ||9967 ||. 6034 |
|Less: Finance Cost ||5298 ||2704 |
|: Depreciation ||60 ||60 |
|Profit Before Tax ||4609 ||3270 |
|Less :Earlier Year Expenses || ||- |
|:Provision FOR Current Year Tax ||650 ||650 |
|:Deferred Tax Provided (Written Back) ||-269 ||46 |
|Profit for the year ||4228 ||2574 |
|Add : Balance of Profit B/F From Previous Year ||21777 ||19718 |
|Amount available for appropriation ||26005 ||22292 |
|APPROPRIATIONS : || || |
|Transfer to NBFC Reserve ||846 ||515 |
|Adjustment for Earlier Year Excess Tax ||0 ||0 |
|Adjustment on Account of Depreciation ||0 ||0 |
|Balance carried to Balance Sheet ||25159 ||21777 |
PERFORMANCE OF THE COMPANY
During the year the Company has achieved a turnover of 128.25 Lakhs as against turnoverof 92.68 Lakhs in the previous year registering an increase of 38.38%. The overallperformance remains satisfactory.
The Company has not declared any dividend during the year 2020-21 (Previous year Nil).
TRANSFER OF AMOUNTS TO INVESTOR EDUCATION & PROTECTION FUNDS (IEPF)
No amount is required to be transferred to the investor education & protection fundduring the year.
TRANSFER OF AMOUNT TO RESERVES
The Company has transferred ? 8.46 lakhs to the NBFC. Reserves as per requirement ofthe Directions of the RBI to the NBFC Companies (Previous year 5.15 Lakhs-) except that noamount has been transferred or withdrawn from the reserves by the Company.
The company has not obtained credit rating. "
NON PERFORMING ASSETS AND PROVISIONS
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 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".
DISCLOSURE U/S 134 (31
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
There is no employee drawing remuneration of ?850000/- per month or ? 10200000/- 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 isdisclosed on the website of the company at www.aanianifin.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 (AML 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 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 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 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 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 company' 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.anjanifin.comand attached the same as Annexure F 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 compliant however isreceived by the company under the said policy in F.Y. 2020-21.
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 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 FY2020-21 that may have potential conflict with the interest of company at large.Transactions entered with related parties as defined under the Companies Act 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 for the financial year2020-21 on time.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
The Board of Directors of your company consists of 4 directors. Mr. Sanjay KumarAgarwal (DIN 00023611) continued to hold the office as Director of the company. Mr.Champalal Dangi (DIN 08112951) is a non executive director of company.
Mrs. Kalpana Jain (DIN 02665393) and Mr. ANKUR AGRAWAL (DIN 07551302)) 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 a-nd clause 49 of the Listing Agreement and SEBI (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. Champalal Dangi willretire by rotation at the ensuing Annual General meeting and being eligible offers himselffor 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 re-appointed as directors in terms of section 164 of the Companies Act 2013.
CS Nasir Khan a whole time Company Secretary of the company are designated as keymanagerial personnel of the company as per the provisions of section 203 of the companiesAct 2013.
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.
During the FY 2020-21 (Seven) 7 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 has taken 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 BOD of the companyhad appointed Sahive Alam Khan Practicing Company Secretaries Indore to undertake thesecretarial audit of the company for the FY 2020-21 The secretarial audit report for theF.Y. ended March 31 2021 is annexed herewith as per Annexure - "G". The saidreport does not contain any material qualification reservation or adverse remark.
AUDITOR AND AUDITORS REPORT.
At the 31st Annual General Meeting (AGM) held on 30th September2020 the members had reappointed M/s Mahendra Badjatya & Co (ICAI Firm RegistrationNumber 001457C) Chartered Accountants as statutory auditors of the company by way ofordinary resolution u/s 139 of the Companies Act 2013 to hold office for a term of 5Years from the conclusion of this AGM until the conclusion of the 36th AGM ofthe company.
The Company has obtained a confirmation letter regarding their eligibility and yourboard proposes for ratification of their appointment for the year 2020-21.
The Auditors Report is the self explanatory and needs to 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 31st2021 the applicable accounting standards read with requirements set out under ScheduleIII to the 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 2021 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.
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 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.
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.
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.Further that the company has not accepted any deposit in contravention of the provisionsof the Companies 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 company has 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) 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) 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.
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.
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 financial year 2020- 2021.
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.
|(Mrs. Kalpana Jam) ||(Sanjay Kumar Agarwal) |
|Director ||Managing Director |
|DIN:02665393 ||DIN:00023611 |
Anjani Finance Limited
CIN - L65910MP1989PLC032799
The Agarwal Corporate House
5th Floor 1 Sanjana Park
Adjoining Agarwal Public School
Bicholi Mardana Road
Madhya Pradesh India