of Available Finance Limited
Your Director's are pleased to present their 27th Annual Report and the Company'sStandalone and Consolidated Audited Financial Statement for the year ended March 31st2019.
The Company's Financial Performance for the year ended 31st March 2019 is summarizedbelow:
|PARTICULARS ||Standalone ||Consolidated |
| ||2018-19 (र ) ||2017-18 (र ) ||2018-19 (र ) ||2017-18 (र ) |
|Profit before Depreciation Interest & other adjustments ||3547024 ||(6686406) ||3547024 ||(6686032) |
|Less : Finance Cost ||3636055 ||7560764 ||3636055 ||7560764 |
|: Depreciation ||1045 ||1045 ||1045 ||1045 |
|Profit Before Tax & Adjustment ||(90076) ||(14248215) ||(90076) ||(14247841) |
|Less : Provision for current Income Tax ||0 ||0 ||0 ||0 |
|: Deferred Tax Provision Written Back ||0 ||0 ||0 ||0 |
|: Excess Provision of income tax written Back ||0 ||(195474) ||0 ||0 |
|: Earlier Year Income Tax ||85355 ||0 ||85355 ||(195474) |
|: Provision for Standard Assets (NPA) ||(100983) ||(27754) ||(100983) ||(27754) |
|: Exceptional Item ||0 ||0 ||0 ||0 |
|Profit for the year ||(276414) ||(14024987) ||(276414) ||(14024613) |
|Earning Per Share ||(0.03) ||(1.37) ||(0.03) ||43.27 |
|Add : Balance of Profit B/F From Previous Year ||13590196 ||27615183 ||13590196 ||27615183 |
|Amount available for appropriation ||13313782 ||13590196 ||366495538 ||469121208 |
|Transfer to NBFC Reserve ||0 ||0 ||0 ||0 |
|Balance carried to Balance Sheet ||13313782 ||13590196 ||366495538 ||469121208 |
|TOTAL ||13313782 ||13590196 ||366495538 ||469121208 |
Performance of the Company
During the year the Company has suffered Loss for the year of 2.76 Lakh as against loss140.24 Lakh in the previous year.
The Company is engaged in the business of Loans and Investments and categorized as NonBanking Financial Company and having registration as the NBFC Company from the ReserveBank of India.
In view of the adverse financial conditions and increasing the Non Performing Assetsthe Management considered that the Company should also explore the opportunity for therestructuring including merger and amalgamation and for that purposes your companyproposes to alter the ancillary object clause for having authority to the company to enterinto the scheme of arrangement for merger/de-merger/ amalgamation and reconstruction ofthe company and recommend to pass necessary resolution if any given in the notice of theforthcoming annual general meeting by way of Special Resolution.
In the absence of profits your Director's regret their inability to recommend anydividend for the year 2018-19. (Previous year Nil).
Transfer of Amount to the Reserves
The Company does not have any amount this year to be transferred to the NBFC Reservesas per requirement of the Directions of the RBI to the NBFC Companies for the previous andCurrent Year. (Previous year Nil)
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) Directions 2007as amended from time to time and made adequate provisions there against. The company didnot recognize interest income on such Non Performing Assets.
Holding/Associate/Subsidiary/Joint Venture Companies
Your company does not have any subsidiary and joint venture however your Company is asubsidiary company of Archana Coal Private Limited (CIN: U01122MP1991PTC006664). Thecompany also have 3 (three) Associate Companies i.e.
(a) Agarwal Coal Corporation Private Limited (CIN: U23109MP2000PTC014351)
(b) Agarwal Transport Corporation Private Limited (CIN: U60210MP2003PTC015665) and
(c) Agarwal Fuel Corporation Private Limited (CIN: U45203MP1980PTC001674)
within the meaning of section 2(46) and 2(6) of the Companies Act 2013. The Companyhave also prepared the consolidated financial statement and attached with the annualreport. The details thereof in Form No. AOC-1 attached herewith as per Annexure I.
Disclosure U/S 134 (3) of the Companies Act 2013 (the Act)
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 arediscussed elsewhere in this report and their relevant information's are as under:-
(a) The extracts of Annual Return in Form MGT-9 as per Annexure-II.
(b) Policy of company for the appointment of Directors and their remuneration is hostedon the website (www.availablefinance.in) of the company as per the requirement of thesection 178 of the company Act 2013.
The Company in its Board Meeting held on 03/04/2018 has changed the nomination andremuneration policy of the company looking to various amendments made in the CompaniesAct 2013 and the SEBI (LODR) Regula- tions2015.
(c) The particulars of related party contracts as per u/s 188 of the Companies Act2013 are enclosed in form AOC- 2 Annexure III
(d) 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 Remunera- tion of Managerial Personnel)Rules 2014 are forming part of this report and is annexed as per Annexure -IV.
(e) Statement of top-10 employees in terms of remuneration drawn as per rule 5(2) readwith rule 5(3) of Companies (Appointment and remuneration of Managerial Personnel) Rules2014 as amended is annexed with the report as Annexure- V.
There is no employee drawing remuneration of `850000/- per month or `10200000/-per year therefore the disclosure of particulars of employees as required U/s 197(12) ofthe Companies Act 2013 read with Rule 5(2) and Rule 5(3) of the Companies (Appointmentand Remuneration of Managerial Personnel) Rules 2014 are not applicable to the Company.
During the FY 2018-19 11 (Eleven) Board Meetings were convened and held. Theintervening gap between the meetings was within the period prescribed under the CompaniesAct 2013 along with their rules Secretarial Standard and the SEBI (Listing Obligationsand Disclosure Requirements) Regulations 2015. The details of the Board meetings heldduring the year along with the attendance of the respective directors there at are set outin the Corporate Governance Report forming part of this Annual Report.
Disclosure 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) and Anti Money Launderingmeasure policy (AML) in place and adheres to the said policy. The said policy is in linewith the RBI Guidelines.
The 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 Regulation 17 of SEBI(LODR) Regulations 2015 for its Board of Directors and the senior management personnel.The code requires the Directors and employees of the company to act honestly ethicallyand with integrity and in a professional and respectful manner. A certificate of theManagement is attached 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 Regulation 22of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 the companyhad 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 athttp://www.availablefinance.in/Whistle%20Blower%20Policy%20&%20Vigil%20Mechanism.pdfand attached 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 and has also constituted an Internal Committee as perlaw. The primary objective of the said policy is to protect the women employees fromsexual harassment at the place of work and also provides for punishment in case of falseand malicious representations. No complaint however is received by the company under thesaid law in FY 2018-19.
g) Nomination Remuneration and Evaluation policy (NRE Policy)
The Board has on the recommendation of the nomination and remuneration committeeframed a remuneration policy as prescribed under the provisions of section 178 ofCompanies Act 2013 and Regulation 19 of SEBI (LODR) Regulations 2015. Policy of theCompany is available at the website of the Company at;http://www.availablefinance.in/Policy%20for%20remuneration%20to%20Director%20and%20KMP.pdf
h) Related Party Transactions Policy
Transactions entered with related parties as defined under section 188(1) of theCompanies Act 2013 and Regulation 23 of SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 during the financial year were mainly in the ordinarycourse of business and on an arm's length basis and were not material. 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 web-site;
All related Party Transaction are placed before the Audit Committee and obtained priorapproval. Prior omnibus approval of the Audit Committee is also obtained for thetransaction which are repetitive in nature. A statement of all Related Party Transactionis placed before the Audit Committee for its review on a quarterly basis specifying thenature and value of the transaction.
i) Corporate Social Responsibility Committee (CSR) 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 thereof was no requirement toconstitute CSR Committee as well formulate any policy thereof.
Listing of Shares of the Company
The equity shares of the company continue to remain listed on BSE Limited (SecurityCode: 531310). The company has paid the due listing fees to BSE Limited for the financialyear 2019-20 on time.
Director's Responsibility Statement
The Director's Responsibility Statement referred to Section 134(3)(c) and 134(5) of theCompanies Act 2013:
a) In the preparation of the annual accounts for the year ended March 31st 2019 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 2019 and of the and loss ofthe 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.
Directors and Key Managerial Personnel
Executive Directors and KMPs
During the period under review and till the date of this Board Report the followingchanges were made;
(a) Mr. Rajendra Sharma (DIN 00981139) have resigned from the officeWhole-time-Director & CEO w.e.f 30th March 2019.
(b) Yogendra Narsingh Shukla (DIN: 00379050) Independent Director of the Companyresigned w.e.f. 22nd August 2019.
(c) Mr. Yogendra Narsingh Shukla was appointed as the Chief Executive Officer w.e.f.22.08.2019.
(d) Mr. Rakesh Sahu (DIN 08433972) has been appointed as Additional Director &Chief Financial Officer (KMP) w.e.f. 29th May 2019.
(e) CS Ajay Sodani Company Secretary KMP and Compliance Officer has resigned w.e.f.17th Nov. 2018.
(f) CS Prachi Rathi was appointed as a Company Secretary (KMP) w.e.f 17th November 2018 and has resigned w.e.f. 4th June 2019;
(g) CS Abhitap Kumar Jain had been appointed as a Company Secretary KMP w.e.f. 4thJune 2019.
(h) CS Ankur Sen appointed as the Compliance Officer w.e.f. 15th July 2019
(i) Mr. Dwarkadas Kushwaha was appointed as an Additional Director in the category ofIndependent Director w.e.f. 22nd August 2019.
Ms. Priyanka Jha (DIN: 07347415) continued to hold the office as Independent and WomenDirector w.e.f. 25/11/2015 and Mr. Dwarkadas Kushwaha is Independent Director continuingin the Board. The Board is having the required independent directors as per requirementsof the Companies Act 2013 as well as SEBI (LODR) Regulations 2015.
The Chairman of the Board is non executive director.
The Company has devised a policy for performance evaluation of the Board Committeesand other individual Directors (including Independent Directors) which include criteriafor performance evaluation of Non-executive Directors and Executive Directors. Theevaluation process inter alia considers attendance of Directors at Board and committeemeetings acquaintance with business
Communicating inter se board members effective participation domain knowledgecompliance which code of conduct vision and strategy.
The Board carried out an annual performance evaluation of the Board CommitteesIndividual Directors and the Chairperson. The Chairman of the respective Committees haredthe report on evaluation with the respective committees members. The performance of eachcommittees was evaluated by the Board Based on report on evaluation receive committees.
The report on performance evaluation of the Individuals Directors was reviewed by theChairman of the Board and feedback was given to Directors.
Pursuant to the provisions of the Companies Act 2013 and SEBI (LODR) Regulations 2015an Annual 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.
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.
Secretarial Auditors and their 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 Board hadappointed M/s Ishan Jain & Co. Practicing Company Secretaries Indore to undertakethe Secretarial Audit of the company for the FY 2018-19. The Secretarial Audit Report forthe FY ended March 31st 2019 is annexed as Annexure VII.
The said Report does contain the following observations which are not materialqualification but on the procedural issues relating to compliances and the Board alsosubmit their comments as under;
1) Observations: The company has not given Separate Notice for Book Closure forthe period 21.09.2018 to 27.09.2018 to the BSE under the Regulation 42(2) of the SEBI(LODR) Regulations 2015.
Management Reply: The Company has properly closed its Register of Members and ShareTransfer Book and provided copy of the newspaper clipping for book closure for the period21.09.2018 to 27.09.2018 to the stock exchange and has also hosted the same on the websiteof the Company and disclosed in the annual report. However the same was not separatelydisclosed inadvertently without any malafide intention and not prejudice to the interestof the members of the Company as the Company has not declared any dividend during thatperiod for the year 2017-18.
2) Observations: The company has not submitted to the BSE the Copies of thenotices circulars and newspress notice to the shareholders for the D-mat of shares KYCRequirements etc under the Regulation 30(2) read with Clause 12 of Para A of Part A ofschedule III of the SEBI (LODR) Regulations 2015.
Management Reply: The Company has properly given notices and circulars to themembers of the company and has also hosted the same on the website of the Company anddisclosed in the annual report. However the same was not separately filed inadvertentlywithout any malafide intention and not prejudice to the interest of the members of theCompany
3) Observations: The Company has not submitted a Certificate from the StatutoryAuditor on half yearly basis certifying compliance with the existing terms and conditionsof FDI to the Bhopal Regional Office of the RBI as per the Master Direction- Non-BankingFinancial Company Returns (Reserve Bank) Directions 2016 issued by Reserve Bank of India.
Management Reply: Since there was a change in the requirements the company couldnot comply with the same however it has filed the annual return covering the period ofthe half yearly also. Further that there was no objections from the RBI as such.
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
Committee of the Board
The Company has duly constituted the following Committee as per the provisions of theCompanies Act 2013 and SEBI (LODR) Regulations 2015.
a) Audit Committee as per section 177 of the Companies Act 2013 and Regulation 18 ofSEBI (LODR) Regulations 2015.
b) Stakeholder Relationship Committee as per section 178 of the Companies Act 2013 andRegulation 20 of SEBI (LODR) Regulations 2015.
c) Nomination and Remuneration Committee as per section 178 of the Companies Act 2013and Regulation 19 of SEBI (LODR) Regulations 2015.
d) 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(LODR) Regulations 2015 Secretarial Standard and any other Act applicable if any.
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.
Conservation of Energy Technology 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 asthe Company is not having any manufacturing trading and service. Further that there are noforeign exchange earnings and outgoing during the year.
Compliance of Reserve Bank of India Guidelines
The company continues to comply with all the requirement's prescribed by the ReserveBank of India for the NBFC Companies from time to time.
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 their findings to the audit committee of the board. The audit function maintainsits independence and objectivity while carrying out assignments. It evaluates on acontinuous basis the adequacy and effectiveness of internal control mechanism withinteraction of KMP and functional staff.
The company has taken stringent measures to control the quality of disbursement of loanand its recovery to prevent fraud. The company has also taken steps to check theperformance of the functional employees of the company at branch level.
Corporate Governance & Management Discussion and Analysis
Regulation 34 read with Schedule V of SEBI (LODR) Regulations 2015 and the CompaniesAct 2013 the corporate governance report management discussion and analysis and theauditor's certificate regarding compliance of conditions of corporate governance isenclosed herewith as per Annexure - VIII.
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.
Disclosure as per terms of paragraph 13 of "Non Systemically Important NonBanking Financial (Non-Deposit Accepting or Holding) Companies Prudential Norms (ReserveBank) Directions 2015
The desired disclosure is enclosed herewith as per attached financial statement.
Auditor and Auditor's Report
At the 23rd Annual General Meeting (AGM) held on 22ndSeptember 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 28thAGM as per the provisions of the Companies Act 2013.
The Auditors Report is the self explanatory and needs to comments by the Board.
Change in the nature of business
During the year under review there were no changes in the nature of business of thecompany and there is no material changes and/or commitment affecting the financialposition of the company during the period from 31st March 2019.
The Board of Directors places its sincere gratitude for the assistance and co-operationreceived from Banks Customers and Shareholders. The Director's 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 || |
| ||(Priyanka Jha) ||(Rakesh Sahu) |
|Date: 22/08/2019 ||Chairperson ||Director & CFO |
|Place: Indore ||DIN: 07347415 ||DIN: 08433972 |