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Available Finance Ltd.

BSE: 531310 Sector: Financials
NSE: N.A. ISIN Code: INE325G01010
BSE 00:00 | 17 Oct 7.10 0
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7.10

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NSE 05:30 | 01 Jan Available Finance Ltd
OPEN 7.10
PREVIOUS CLOSE 7.10
VOLUME 100
52-Week high 9.36
52-Week low 7.00
P/E
Mkt Cap.(Rs cr) 7
Buy Price 7.46
Buy Qty 100.00
Sell Price 7.10
Sell Qty 800.00
OPEN 7.10
CLOSE 7.10
VOLUME 100
52-Week high 9.36
52-Week low 7.00
P/E
Mkt Cap.(Rs cr) 7
Buy Price 7.46
Buy Qty 100.00
Sell Price 7.10
Sell Qty 800.00

Available Finance Ltd. (AVAILABLEFIN) - Director Report

Company director report

To

Dear Members of Available Finance Limited Indore

Your Director's are pleased to present their 26th Annual Report and theCompany's Audited Financial Statement for the Financial Year ended March 31st 2018.

FINANCIAL RESULTS

The Company's Financial Performance for the year ended 31st March 2018is summarized below:

PARTICULARS

Standalone

Consolidated

2017-18 ( )

2016-17 ( )

2017-18 ( )

2016-17 ( )

Profit before Depreciation Interest & other adjustments

(6686406)

17678445

(6686032)

17675663

Less : Finance Cost

7560764

14965592

7560764

14962810

: Depreciation

1045

466654

1045

466654

Profit Before Tax

(14248215)

2246199

(14247841)

2246199

Less : Provision for current Income Tax

0

900000

0

900000

: Deferred Tax Provision Written Back

0

0

0

0

: Income Tax excess provision Written Back

(195474)

(74030)

(195474)

(74030)

: Provision for NPA

(27754)

(289736)

(27754)

(289736)

: Exceptional Item

0

0

0

0

Profit for the year

(14024987)

1709965

(14024613)

1709965

Earning Per Share

1.41

0.17

43.27

29.42

Add : Balance of Profit B/F From Previous Year

27615183

26247211

27615183

26247211

Amount available for appropriation

13590196

27957176

469121208

326408760

APPROPRIATIONS :
Proposed dividend @10%

0

0

0

0

Corporate Tax on proposed dividend

0

0

0

0

Transfer to NBFC Reserve

0

341993

0

(341993)

Transfer to General Reserve

0

0

0

0

Balance carried to Balance Sheet

13590196

27615183

469121208

326750753

TOTAL

13590196

27957176

469121208

326408760

Performance of the Company

During the year the Company has suffered Loss for the year of 140.24Lakh as against profit 17.10 Lakh in the previous year registering a growth decline of720.11%. The overall performance remains satisfactory.

Dividend

In the absence of adequate profits your Director's regret theirinability to recommend any dividend for the year 2017-18. (Previous year Nil).There is noobligation to transfer any amount to Investor Education and Protection Fund for thecurrent year.

Transfer of Amount to the Reserves

The Company does not have any amount this year to be transferred to theNBFC Reserves as per requirement of the Directions of the RBI to the NBFC Companies{Previous year 341993/-(Rupees Three Lakh Forty One Thousand Nine Hundred NinetyThree only).

Non-Performing Assets and Provisions

The company has ascertained Non Performing Assets under Non BankingFinancial (Non deposit accepting or holding) Company's Prudential norms (Reserve Bank)Directions 2007 as amended from time to time and made adequate provisions thereagainst. The company did not recognize interest income on such Non Performing Assets.

Holding/Associate/Subsidiary/Joint Venture Companies

The Company does not have any subsidiary and joint venture But theCompany is Subsidiary Company of Archana Coal Private Limited (CIN:U01122MP1991PTC006664).The company has three Associate Companies i.e. Agarwal CoalCorporation Private Limited (CIN: U23109MP2000PTC014351) Agarwal TransportCorporation Private Limited (CIN: U60210MP2003PTC015665) and Agarwal FuelCorporation Private Limited (CIN: U45203MP1980PTC001674) within the meaning of Section2(46) and 2(6) of the Companies Act 2013. The Company has also prepared the consolidatedfinancial statement and included in the annual report The details thereof in Form no AOC-1attached 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 thecompany are discussed elsewhere in this report and their relevant information's are asunder:- -The extracts of Annual Return in Form MGT-9 as per Annexure-II.

- Policy of company for the appointment of Directors and theirremuneration is hosted on the website (www.availablefinance.in) of the company as per therequirement of the section 178 of the company Act 2013. The Company in its Board Meetingheld on 03/04/2018 has changed the nomination and remuneration policy of the companylooking to various amendments made in the Companies Act 2013 and the SEBI (LODR)Regulations2015. -The particulars of related party contracts as per u/s 188 of theCompanies Act 2013 are enclosed in form AOC-2

Annexure –III

- The ratio of the remuneration of each director to the medianemployee's remuneration and other details in terms of u/ s 197(12) of the Companies Act2013 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-IV.

There is no employee drawing remuneration of 850000/- per month or10200000/- per year therefore the disclosure of particulars of employees as requiredU/s 197(12) of the Companies Act 2013 read with Rule 5(2) and Rule 5(3) of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 are not applicable tothe Company.

Name of the top 10 employees in terms of remuneration drawn in thefinancial year 2017-18:

A statement of top-10 employees in terms of remuneration drawn as perrule 5(2) read with rule 5(3) of Companies ( Appointment and remunaration of ManagerialPersonnel) Rules 2014 as amended is annexed with the report as

Annexure- V. Board Meeting

During the FY 2017-18 6 (Six) Board Meetings were convened andheld. The intervening gap between the meetings was within the period prescribed under theCompanies Act 2013 along with their rules Secretarial Standard and the SEBI (ListingObligations and Disclosure Requirements) Regulations 2015. The details of the Boardmeetings held during the year along with the attendance of the respective directors thereat are set out in 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 AntiMoney Laundering measure policy (AML) in place and adheres to the said policy. The saidpolicy is in line with the RBI Guidelines.

The Company also adheres to the compliance requirement in terms of thesaid policy including the monitoring and reporting of cash and suspicious transactions.There are however no cash transactions of the value of more than 1000000/- orany suspicious transactions whether or not made in cash noticed by the company in terms ofthe said policy. b) Fair Practice Code

Your company has in place a Fair Practice Code (FPC) as per RBIRegulations which includes guidelines from appropriate staff conduct when dealing with thecustomers and on the organizations policies vis-a-vis client protection. Your company andits employees duly complied with the provisions of FPC. c) Code of Conduct for Board ofDirectors and the Senior Management Personnel

Your company has adopted a code of conduct as required under Regulation17 of SEBI (LODR) Regulations 2015 for its Board of Directors and the senior managementpersonnel. The code requires the Directors and employees of the company to act honestlyethically and with integrity and in a professional and respectful manner. A certificate ofthe Management 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 tradingpractices in accordance with the model code of conduct as prescribed under SEBI(Prohibition of Insider Trading) Regulations 2015 as amended and has duly complied withthe provisions of the said code.

e) Whistle blower policy

Pursuant to the provisions of Section 177(9) and (10) of the CompaniesAct 2013 read with rule 7 of Companies (Meeting of Boards and its powers) Rules 2014 andRegulation 22 of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015the company had adopted a whistle blower policy which provides for a vigil mechanism thatencourages and supports its Directors and employees to report instances of unethicalbehavior actual or suspected fraud or violation of the company' code of conduct policy.It also provides for adequate safeguards against victimization of persons who use thismechanism and direct access to the chairman of audit committee in exceptional cases.Policy of the whistle blower of the Company has been given at the website of the Companyathttp://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 ofwomen at work place

The company has in place a policy on prevention prohibition andredressal of sexual harassment of women at workplace and has also constituted an InternalCommittee as per law. The primary objective of the said policy is to protect the womenemployees from sexual harassment at the place of work and also provides for punishment incase of false and malicious representations. No complaint however is received by thecompany under the said law in FY 2017-18.

g) Nomination Remuneration and Evaluation policy (NRE Policy)

The Board has on the recommendation of the nomination and remunerationcommittee framed a remuneration policy as prescribed under the provisions of section 178of Companies 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 section188(1) of the Companies Act 2013 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 and were not material. Therelated party transaction policy as formulated by the company defines the materiality ofrelated party and lays down the procedures of dealing with related party transactions. Thedetails of the same are posted on the Company web-site(http://www.availablefinance.in/Related%20Party%20Transaction%20Policy.pdf). All relatedParty Transaction are placed before the Audit Committee and obtained prior approval. Prioromnibus approval of the Audit Committee is also obtained for the transaction which arerepetitive in nature. A statement of all Related Party Transaction is placed before theAudit Committee for its review on a quarterly basis specifying the nature and value ofthe transaction.

i) Corporate Social Responsibility (CSR) Policy

As per the provisions of Section 135 of Companies Act 2013 and rulesmade there under the company does not fall under the threshold limit thereof was norequirement to constitute CSR Committee.

Listing of Shares of the Company

The equity shares of the company continue to remain listed on BSELimited (Security Code: 531310). The company has paid the due listing fees to BSE Limitedfor the financial year 2018-19 on time.

Director's Responsibility Statement

The Director's Responsibility Statement referred to Section 134(3)(c)and 134(5) of the Companies Act 2013: a) In the preparation of the annual accounts forthe year ended March 31st 2018 the applicable accounting standards read withrequirements set out under Schedule III to the Act have been followed and there is nomaterial departures from the same; b) The directors had selected such accounting policiesand applied them consistently and made judgments and estimates that are reasonable andprudent so as to give a true and fair view of the state of affairs of the company at March31st 2018 and of the profit and loss account of the company for the year ended on thatdate; c) The directors had taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of this Act for safeguardingthe assets 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 the company andthat such internal financial controls are adequate and were operating effectively; and f)The directors had devised proper systems to ensure compliance with the provisions of allapplicable laws and that such systems are adequate and operating effectively.

Directors

The Board of Directors of your company consists of 4(Four) directorsDuring the period Rajendra Sharma (DIN 00981139) continued to hold the office asWhole-Time-Director & CEO Neelam Sharma (DIN 06935934) continued to hold the officeas Women and Non-Executive Director.

Yogendra Narsingh Shukla (DIN: 00379050) Independent Director of theCompany for a term of 5 years w.e.f. 1st April 2014 and Priyanka Jha (DIN: 07347415)continued to hold the office as Independent and Women Director w.e.f. 25/11/2015.

In accordance with the provisions of Section 152 of the Companies Act2013 read with relevant provisions of Articles of Association of the company NeelamSharma the Director is liable to retire by rotation.

Re-Appointment of Independent Directors for the second Term of 5 years

The terms of the appointment of Yogendra Narsingh Shukla (DIN:00379050) as the Independent Director's will expire on March 312019. The Board ofDirectors on recommendation of Nomination and Remuneration Committee has recommendedre-appointment of Mr. Yogendra Narsingh Shukla (DIN:00379050) as the IndependentDirectors of the Company for a second terms of 5(five) consecutive years on the expiry oftheir current term i.e. w.e.f. 1st April 2019 and recommend for approval of members inthe ensuing General Meeting by way of Special Resolution.

Independent Director have given their declaration that they meet thecriteria of Independence as laid down under section 149(6) of the Company Act 2013 andSEBI (LODR) Regulation 2015and forms parts of this report. In the opinion of the Boardthey fulfill the criteria of Independency.

The brief resume of Directors proposed to be appointed/ reappointed nature of their expertise in specific functional areas and names of the companies of whichthey hold directorship along with their membership/chairmanship of committees of the Boardas stipulated under SEBI (LODR) Regulation 2015 or provided in the Corporate Governancesection along with the Annual Report.

Based on the confirmations received none of the Directors aredisqualified from being appointed reappointed as directors in terms of section 164 of theCompanies Act 2013.

Key Managerial Personnel

Rajendra Sharma (DIN 00981139) is a Whole-Time-Director & CEO andRakesh Sahu Chief Financial Officer of the company are designated as key ManagerialPersonnel of the company.

CS Ajay Sodani had been appointed in place of CS Usha Jaswani w.e.f30th May 2018 as a Company Secretary KMP and Compliance Officer

Performance Evaluation

The Company has devised a policy for performance evaluation of theBoard Committees and other individual Directors (including Independent Directors) whichinclude criteria for performance evaluation of Non-executive Directors and ExecutiveDirectors. The evaluation process inter alia considers attendance of Directors at Boardand committee meetings acquaintance with business Communicating inter se board memberseffective participation domain knowledge compliance which code of conduct vision andstrategy.

The Board carried out an annual performance evaluation of the BoardCommittees Individual Directors and the Chairperson. The Chairman of the respectiveCommittees hared the report on evaluation with the respective committees members. Theperformance of each committees was evaluated by the Board Based on report on evaluationreceive committees.

The report on performance evaluation of the Individuals Directors wasreviewed by the Chairman of the Board and feedback was given to Directors.

Annual Evaluation

Pursuant to the provisions of the Companies Act 2013 and SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 an Annual Performanceevaluation of the Board the Directors individually as well as the evaluation of theworking of the board committees including audit committee and other committees of theBoard of Directors of the company was carried out during the year and is covered under thecorporate governance report forming part of this annual report.

Significant/ Material Orders passed by the Regulator or Court orTribunals

There were no significant/material orders passed by any regulator orcourt or tribunal which would impact the going concern status of the company and itsfuture operations.

Secretarial Auditors and their report

Pursuant to the provisions of section 204 of the Companies Act 2013and the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 theBOD of the company had appointed M/s Ishan Jain & Co. Practicing Company SecretariesIndore to undertake the Secretarial Audit of the company for the FY 2017-18. TheSecretarial Audit Report for the FY ended March 31st 2018 is annexed as Annexure– VII.

The said Report does not contain any material qualificationreservation or adverse remark.

Risk Management Committee

The company has voluntary constituted Risk Management Committee and thepolicy is disclosed on the website of the companyhttp://www.availablefinance.in/afl_risk.pdf

Committee of the Board

The company has duly constituted the following committee as per theprovisions of the Companies Act 2013 and SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015.

a) Audit Committee as per section 177 of the Companies Act 2013and Regulation 18 of SEBI (Listing Obligations and Disclosure Requirements) Regulations2015.

b) Stakeholder Relationship Committee as per section 178 of theCompanies Act 2013 and Regulation 20 of SEBI (Listing Obligations and DisclosureRequirements)Regulations 2015.

c) Nomination and Remuneration Committee as per section 178 ofthe Companies Act 2013 and Regulation 19 of SEBI (Listing Obligations and DisclosureRequirements)Regulations 2015.

d) Risk Management Committee Regulation 21 of SEBI (ListingObligations and Disclosure Requirements) Regulations 2015.

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

The detail of the composition of all the committees and theirrespective terms of reference are included in the Corporate Governance Report forming thepart of this Annual Report. The committees meet at the regular interval prescribed in theCompanies Act SEBI (LODR) Regulations 2015 Secretarial Standard and any other Actapplicable if any.

Deposits

The Company is a non-deposit taking Category - B NBFC Company.The company does not have any public deposits within the meaning of section 73 of theCompanies Act 2013. Further that the Company has not accepted any deposit incontravention of the provisions of the Companies Act 2013 as well as RBI directions.

Conservation of Energy Technology Absorption Foreign ExchangeEarnings and Outgo

Particulars required u/s 134(3)(m) of the Companies Act 2013 read withrule 8(3) of Companies (Account) Rules on conservation of energy and technologyabsorption are NIL as the Company is not having any manufacturing trading andservice. Further that there are no foreign exchange earnings and outgoing during the year.

Compliance of Reserve Bank of India Guidelines

The company continues to comply with all the requirement's prescribedby the Reserve Bank of India from time to time.

Internal Audit and Internal Financial Control System

The company has appointed an independent firm of Chartered Accountantsfor conducting the audit as per the internal audit standards and regulations. The internalauditor reports their findings to the audit committee of the board. The audit functionmaintains its independence and objectivity while carrying out assignments. It evaluates ona continuous basis the adequacy and effectiveness of internal control mechanism withinteraction of KMP and functional staff. The company has taken stringent measures tocontrol the quality of disbursement of loan and its recovery to prevent fraud. The companyhas also taken steps to check the performance of the functional employees of the companyat branch level.

Corporate Governance & Management Discussion and Analysis

Regulation 34 read with Schedule V of SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 and the Companies Act 2013 the corporategovernance report management discussion and analysis and the auditor's certificateregarding compliance of conditions of corporate governance is enclosed herewith as per Annexure- VIII.

Adequacy of Internal Financial Controls

The company has an adequate internal financial control backed bysufficient qualified staff system software and special software's. The company has alsoan internal audit system by the external agency.

Disclosure as per terms of paragraph 13 of "Non –SystemicallyImportant Non Banking Financial (Non-Deposit Accepting or Holding) Companies PrudentialNorms (Reserve Bank) Directions 2015

The desired disclosure is enclosed herewith as per attached financialstatement.

Auditor and Auditor's Report

At the 23rd Annual General Meeting (AGM) held on 22nd September 2015the members had appointed M/s Mahendra Badjatya & Co (ICAI Firm Registration Number001457C) Chartered Accountants as statutory auditors of the company by way of ordinaryresolution u/s 139 of the Companies Act 2013 to hold office for a term of 5years from theconclusion of 23rd AGM until the conclusion of the 28thAGM of the company subject toratification of appointment by the members of the company at every AGM as per theprovisions of the Companies Act 2013.

The Company has obtained a confirmation letter regarding theireligibility and your board proposes for ratification of their appointment for the year2018-19.

The Auditors Report is the self explanatory and needs to comments bythe Board.

Change in the nature of business

During the year under review there were no changes in the nature ofbusiness of the company and there is no material changes and/or commitment affecting thefinancial position of the company during the period from 31st March 2018.

Acknowledgement

The Board of Directors places its sincere gratitude for the assistanceand co-operation received from Banks Customers and Shareholders. The Director's take thisopportunity to express their sincere appreciation for the dedicated services of theExecutives and staffs for their contribution to the overall performance of the company.

For and on Behalf of the Board of Available Finance Limited (CIN:L67120MP1993PLC007481)

Registered Office:

"Agarwal House" Ground Floor 5 Yeshwant Colony Y.N. RoadIndore-452003 (M. P.)

Date: 30/07/2018 Place: Indore