The Members of
Available Finance Limited Indore.
Your Director (s) are pleased to present their 29th Annual Report and theCompanys Standalone and Consolidated Audited Financial Statements for the year ended31st March 2021.
1. Financial Results
The Companys Financial Performance for the year ended 3 31st March 2021 issummarized below;
(Amount in 000)
|PARTICULARS || |
| ||2020-21 ||2019-20 ||2020-21 ||2019-20 |
|Revenue From Operations ||5527.00 ||10931.00 ||5527.00 ||10931.00 |
|Other Income ||0.00 ||484.00 ||0.00 || |
|Total Income ||5527.00 ||11415.00 ||5527.00 ||11415.00 |
|Profit before Depreciation Interest & other adjustments ||3659.00 ||10047.00 ||3659.00 ||10047.00 |
|Less: Finance Cost ||0.00 ||274.00 ||0.00 ||274.00 |
|: Depreciation ||0.00 ||1.00 ||0.00 ||1.00 |
|Profit Before Tax & Adjustment ||3659.00 ||9772.00 ||3659.00 ||9 (Hi |
|Less: Provision for current Income Tax ||0.00 ||150.00 ||0.00 ||150.00 |
|Deferred Tax ||(40.00) ||0.00 ||(40.00) ||0.00 |
|Provision for Standard Assets (NPA) ||0.00 ||0.00 ||0.00 ||0.00 |
|Adjustment in respect of current income tax of previous years ||(28.00) ||56.00 ||(28.00) ||56.00 |
|Exceptional Item ||0.00 ||0.00 ||0.00 ||0.00 |
|Profit for the year ||3727.00 ||9566.00 ||372700 ||956600 |
|Share in profit of Associates ||0.00 ||0.00 ||846029.00 ||482011.00 |
|Consolidated Profit after tax for the Year ||3727.00 ||9566.00 ||849757.00 ||491577.00 |
|Earnings Per Share ||0.37 ||0.94 ||83.28 ||48.18 |
|Other Comprehensive Income ||1490.00 ||(2784.00) ||6141.00 ||(3096.00) |
|Total Comprehensive income for the period ||5217.00 ||6782.00 ||855898.00 ||48841.00 |
2. Performance of the Company
During the year the Company has achieved a total revenue for the year of Rs. 55.27Lakhs (Previous
Year Rs 114.14 Lakhs) and Profit/(loss) after Tax of Rs. 37.27 Lakhs as against Profitof Rs. 95.66 Lakhs in the previous year.
3. Business Activities
The Company is engaged in the business of Loans and Investments and categorized asNon-Banking
Financial Company and having registration as the NBFC Company from the Reserve Bank ofIndia (RBI). In view of the adverse financial conditions and increasing the Non-PerformingAssets (NPA). the Management considered that the Company holds majority of investment inits group companies and also as per the Statutory Auditors Certificate the company fallsunder the CIC (Core Investment Company) category for which the company has already beenapplied to Department of Supervision of RBI Bhopal.
4. Impact of Covid-19 Pandemic
The Operation of the Company during the year ended 31st March 2021 were adverselyaffected due to. lockdown imposed by the Central/State Government and local administrativeauthorities at the beginning of financial year due to the outbreak of the novel coronavirus pandemic (COVID-19). The company
In order to preserve the profit and to utilize such amount in the business activitiesyour directors do not recommend any dividend during the year ended 2020-2021 under review.(Previous year: Nil)
6. Transfer of Amount to the General Reserve or any other Reserves
During the year your company has not transferred any amount to General Reserve or anyother reserves except that the Company has transferred amount Rs.7.45 Lakhs to the NBFCReserves as per Directions issued by RBI to the NBFC Companies. (Previous year: Rs. 19.13Lakhs)
7. Non-Performing Assets and Provisions required
The company lias ascertained NPA under Non-Banking Financial (Non deposit accepting orholding) Companys Prudential norms (Reserve Bank) Directions. 2007 as amended fromtime to time and made adequate provisions there against. The company did not recognizeinterest income on such NPAs.
8. Holding/Associate/Subsidiary/Joint Venture Companies
Your company does not have any Subsidiary and Joint venture; however it is asubsidiary company of Archana Coal Private Limited (CSN: U01 122MP1991 PTC006664). Thecompany also have 2 (two) Associate Companies within the meaning of section 2(46) and2(6) of the Companies Act. 2013 i.e.:
(a) Agarwal Coal Corporation Private Limited (C1N: U23109MP2000PTC014351) in which yourcompany is holding 32.63% of the total voting rights of the company;
(b) Agarwal Fuel Corporation Private Limited (CIN: U45203MP1980PTC001674) in which yourcompany is holding 39.83% of the total voting rights of the company;
The Company have also prepared the consolidated financial statement and attached with(lie annual report. The details thereof is also provided in Form No. AOC-1 attachedherewith as per Ann ex lire - /.
9. Disclosure u/s 134 (3) of the Companies Act 2013 (the Act]
Pursuant to the provisions of Section 134(3) read with Companies (Accounts) Rules2014. The required informations & disclosures to the extent applicable to thecompany are discussed elsewhere in this report and their relevant informations areas under: -
(a) The Annual Return in Form MGT-7 as per provisions of Section 92(3) of the Company'sAct. 2013 will be placed on the Website of the Company (\i u \\ .ax nilnblefinance.in)
(b) Policy of company for the appointment of Directors mid their remuneration is hostedon the website
(w w w a\ ailablefinance.in) of the company as per the requirement of the section 178of (lie companv Act 2013. '
(c) The company has not entered any material related party transactions as definedunder section 188 of the Companies Act 2013 therefore Form AOC-2 is not required to beannexed with the Board Report.
(d) The ratio of the remuneration of each director to the median employeesremuneration and other details in terms of u/s 197(12) of the Companies Act. 2013 readwith Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel)Rules 2014. are forming pail of (his report and is annexed as per Aimexure -II.
(e) There is no employee drawing remuneration of Rs. 850000/- per month or Rs.10200000/- 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.
10. Name of the top 10 employees in terms of remuneration drawn in the financial year2020-2021 The Company is having only 3 (Three) employees on 31" March 2021 and theparticulars thereof in terms of remuneration drawn as per rule 5(2) read with rule 5(3) ofCompanies (Appointment and remuneration of Managerial Personnel) Rules 2014 as amendedis annexed with the report as
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12. Disclosure of Codes Standards Policies and Compliances there under:
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 poiicy. The said policy is in linewith die 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 Rs. 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 SEB1(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 SEB1 (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 SEB1 (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. Polity of the whistleblower of the Compain has been gi\en at the website ot the Romp: p > (httiv w wa\miablel manee m \\ Ihm ly A()BK.i Tow T 11 Tow) T(i\ igu An\i > andattached the same as Annexitre- IV to this report.
I) Prevention Prohibition and Redressal of Sexual Harassment of women at w orkplace
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. Statement showing the number of complaints filed during thefinancial year and the number of complaints tending as on the end of the financial year isshown as under: -
|Category ||No. of complaints pending at the beginning of F.Y. 2020-21 ' ||No. of complaints filed during the F.Y 2020-21 ||No. of complaints pending as at the end of F.Y. 2020-21 |
|Sexual Harassment ||Nil ||Nil ||N i 1 |
However no complaint was received by the company under the said law in FY 2020-2!. g)Nomination Remuneration and Evaluation policy (NRE Policy)
I he Board lias on the recommendation or the nomination and remuneration cornremuneration policy as prescribed under the provisions of section 178 of Companies Act.201 f mid ordinary course ol business and on an arms length basis and were notmaterial. 1 he related party transaction policy as formulated by the company defines themateriality of related party and lays down the procedures of dealing with minted partytran.oKtioiw The details of the same me puMcd on the Company website (Imp \\\\ua\ailanieiliiance.in/Related%20Part\"<>2u 1 ran-wwu n
\ 11 idated Paitv 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.
13. 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 2021-22 on time.
14. Directors Responsibility Statement
The Directors Responsibility Statement referred to Section 134(3)(c) and 134(5)of the Act:
a) That in the preparation of the annual accounts for the year ended 3 E1March 2021 the applicable Indian accounting standards (IND-AS) read with requirementsset out under Schedule HI to the Act have been followed and there is no materialdepartures 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 31s1 March 2021 and of theprofit 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) That the Annual Financial Statements have been prepared on a "goingconcern" basis;
e) The directors had laid down Proper 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.
15. Directors and Key Managerial Personnel
a) Directors and KMPs
During the period under review' and till the date of this Board Report the followingchanges were made;
(a) Ms. Priyanka Jha (DIN: 07347415) was re-appointed as an Independent Director of theCompany for second term of 5 years at the 28" Annual General Meeting of theCompany held on 3()lh September 2020 w.e.f. 25lh November 2020.
(b) Mr. Ankur Sen Company Secretary and Compliance Officer has resigned from thecompany
w.e.f. 26lh October 2020.
(c) Mr. Suyash Choudhary was appointed as the Company Secretary and Compliance Officerof the company w.e.f. 261" October 2020.
(d) Mr. Yogendra Narsingb Shukla has resigned from the post of Chief Executive Officerof the company w.e.f. 12lh November 2020.
(e) Mr. Mahesh Nirmal was appointed as Chief Executive Officer of the company w.e.f. !2lhNovember 2020.
'he post of Directorship of the
C0_l() and die Hoard of Director-- has nronosos h^ lonlnmofinn Imrn \dduiuiiji D
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Changes in Directors and KMP after the closure ot the financial Year but before theapproval of this report:
(a) Mr. Dwarkadas Kushwah (DIN 00242759) Independent Director has resigned vv.e.f.2"' Apia! 2021. ' ~
(b) Mr. Sahive Alain Khan (DIN: 09179685) was appointed as an Additional Director underthe category of Independent Director w.e.f. 22mi June. 2021 and the Board ofDirectors has proposes his confirmation from Additional Director to a Director in theensuing Annual General Meeting.
Pursuant to the provision of the Companies Act 2013 company is having 2 (Two)Independent Director including 1 (one) Women Director as on 3 1.03.2021 which are asfollows: -
(a) Mr. Dwarkadas Kushwah (DIN: 00242759) (Resigned w.e.f. 3ld April 2021)
(b) Ms. Priyanka Jha (Women Director) (DIN 07347415)
16. Declaration for Independency of Independent Directors
The Company have received necessary declaration from all the independent directors asrequired under section 149(6) of the Companies Act 2013 confirming that they meet thecriteria oflndependence as per the SEBI (LODR) Regulation 2015 and the Companies Act2013. In the Opinion of the Board ail the independent directors fulfill the criteria ofthe independency as required under the Companies Act. 2013 and the SEBI (LODR)Regulations 2015. All the Independent Directors are also registered with the databankmaintained by the I1CA as per the requirement of the Companies Act 2013.
17. Directors seeking confirmation/re-appointment in the ensuing General Meeting
Your Board of Directors has proposed to pass the necessary resolution in the ensuinggeneral meeting related to: -
1) Confirmation of the appointment of Mr. Sahive Alain Khan (DIN: 09179685) from anAdditional Director to a Director in the category of Independent Director for a First termof 5 (Five) consecutive years w.e.f. 22nd June 2021 and shall not be liable toretire by rotation;
2) Confirmation of the appointment of Mr. Rajendra Kumar Sohani (DIN: 00379042) from anAdditional Director to a Director in the category of Non-Executive Non-IndependentDirector and he shall be liable to retire by rotation.
Your Board of directors recommends passing necessary resolutions to that effect as setout in the notice of the Annual General Meeting and justification forconfirmation/re-appointing them is being annexed in the explanatory statement.
18. Performance Evaluation
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 effectiveparticipation domain knowledge compliance 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 sharedthe report on evaluation with the respective committees' members. The performance of eachcommittee was evaluated by the Board based on report on evaluation receive committees.
The report on performance evaluation of the Individuals Directors was reviewed by theChaimum uf the Board and feedback was given to Directors. .. . .
25. Compliance of RBI Guidelines
The company continues to comply with all the requirement's prescribed by tire RBI forthe NBC Companies from time to tune.
26. 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.
27. 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 certificatefrom Practicing Company Secretary regarding non disqualification debarred for beingappointment or continue to be appointed and the auditor's certificate regarding complianceof conditions of corporate governance is enclosed herewith as per Ann ex arc - VI.
28. Adequacy of Internal Financial Controls
The company has an adequate internal financial control backed by sufficient qualifiedstaff system software and special softwares. The company has also an internal auditsystem by the externa! agency.
29. Disclosure as per terms of paragraph 13 of Non -Systemically Important Non-Ban king
Financial (Non-Deposit Accepting or Holding) Companies Prudential Norms (Reserve Bank)Directions 2015
The desired disclosure is enclosed herewith as per attached financial statement.
30. Auditor and Auditor's Report
The Companys Auditors M/s Mahendra Badjatya & Co. Chartered Accountants(F.R.No.OO 1457(5) were appointed as the Auditors of the Company in terms of Section 139of the Companies Act. 2013 to hold the office from the conclusion of 28lhAnnual General Meeting held on 30lh September 2020 till the conclusion of 33ldAnnual General Meeting to be held in the year 2025.
The Auditors has furnished their eligibility letter confirming that they are eligiblefor Re-appointment as the auditors of the Company and having valid peer review certificateissued by the Peer Review Board of the ICA1.
The Auditors Report and notes given therein by the auditors have been explained in therelevant notes to the financial statements for the period ended on 3 F1 March2021 which are self-explanatory and need comments by the Board.
The company is not required to maintain the Cost Records and not required to conductCost Audit.
31. Change in the nature of business
During the year under review there were no changes in the nature of business of thecompany
32. Material Changes and Commitments Affecting the Financial Position of the company:
The outbreak of the novel corona virus pandemic (COVID-19) is causing significantdiscrepancies in economic activities the impact of which has been discussed in the BoardReport which forms part of this Annual Report except the above no material changes andcommitments affecting the financial position of
the Company occurred during the Financial Year to which this financial statementsrelate and the dale of reports
33. Particulars of Loans Guarantees and Investments:
Since the company is registered as NBFC with RBI. therefore me piowstons oi sectionMo ol ine Companies Act 2013 and the rules made (here under is not appik part of thisAnnual Report.
20. Significant/ Material Orders passed by the Regulator or Court or Tribunals
There were no signiflcant/material orders passed by any regulator or court or tribunalwhich would impact the going concern status of the company and its future operations.
21. Secretarial Auditors and their report
Pursuant to the provisions of section 204 of the Companies Act 20! 3 and the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Board hadappointed M/s Isltan Jain & Co.. Practicing Company Secretaries Indore to undertakethe Secretarial Audit of the company for the F.Y. 2020-21. The Secretarial Audit Reportfor the F.Y. ended M arch 3 1" 2021 is annexed as Annex lire - V.
The said Report does contain the following observations which arc not materialqualification bin on the procedural issues relating to compliances and the Board alsosubmit their comments as under;
(a) Observations: As per Master Circular No. RB1/2015-16/26 DNBR (PD) CC.NO061/03.1.119. 201516 dated Is'July 2015 the company was required to take priorapproval of RBI in case of changes
in more than 30% of the existing Non-independent Directors of the company and thecompany has only intimated the same to the RBI for those purposes.
Management Reply: During the year there are certain changes in the Non-IndependentDirectors of the company and the company has given post-facto intimation of Appointmentand resignation of Directors and KMP with additional information as required to RBI forchanges made in the Board of Directors.
22. 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 ofSIT. 131
(LODR) Regulations 2015. "
(b) Stakeholder Relationship Committee as per section 178 of the Companies Act 2013and Regulation 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) Risk Management Committee as per Regulation 21 of SEBI (LODR) Regulations. 2015(Constituted Voluntarily)
Apart from the aforesaid committees under the Companies Act 2013 and the SEBI (LODR)Regulations. 2015 the Company has also constituted Internal Complaints Committee (ICC)under the Sexual Harassment of Women at the Workplace (Prevention Prohibition &Redressal) Act 2013. A detailed note on the Board and its committees is provided underthe Corporate Governance Report section in this report.
The Company is a non-deposit taking Category - B NBFC Company. Therefore provisionsof section 73 to 76 of the Companies Act 20E3 read with Companies (Acceptance of Deposit)Rules. 2014 are not applicable to the company. However the company does not have anypublic deposits within the meaning of section 73 of the Companies Act 2013. Further thatthe Company has not accepted any deposit in contravention of the provisions of theCompanies Act 2013 as well as RBI directions.
24. Conservation of Energy Technology Absorption Foreign Exchange Earnings and OutgoDisclosure of particulars required u/sl34(3)(m) of the Companies Act 2013 read with rule8(3) of Companies (Account) Rules on conservation of enen.iv and technology absorptionare not applicable as the Company is not having any manufacuu mg .luiums. There w ere noforeign exchange earnings and outgoing during the Financial Year ordinary course
34. Details in respect of fraud reported by auditors u/s 143(12) oilier thanthose which are reportable to the Central Government
There is no fraud which are reportable by the Auditors to the Central Government andwhich needs to lie disclosed in the Board report during the year under review.
35. Capital Structure and Finance
The Paid-up Equity Share Capital as on 3 fr March 2021 is Rs. 102037000/-divided into 102.03.700 Equity Shares carrying voting rights of Rs. 10/- each. During theyear under review the company has not issued any shares with differential voting rightsnor granted stock options nor sweat equity Shares as on 31M March 2021.Further that there is no change in the share capital of the company during the year underreview.
36. Compliance with Secretarial Standards:
The Board of Directors states that applicable Secretarial Standards issued by Instituteof Company Secretaries of India has been duly followed by the Company.
37. Provision of voting by electronic means:
Your Company is providing E-voting facility under section 108 of the Companies Act2013 read with Rule 20 of the Companies (Management and Administration) Amendment Rules2015. The ensuing AGM will be conducted through Video Conferencing/OVAM and no physicalmeeting will be held and your company has made necessary arrangements with NSDL toprovide facility for remote e-voting and e-voting at AGM. The details regarding e-votingfacility are provided with the notice of the Meeting.
Your Directors state that during the year under review:
1. The Company has not issued shares (including sweat equity shares) to employees ofthe Company under any scheme;
2. The company has not filed any application or there is no application or proceedingpending against the company under the Insolvency and Bankruptcy Code 2016 (31 of 2016)during the year under review;
3. There is no requirement to conduct the valuation by the bank and Valuation done atthe time of one-time Settlement during the period under review;
4. The Company has complied with the applicable Secretarial Standards under theCompanies Act. 2013.
The Board of Directors places its sincere gratitude for the assistance and co-operationreceived from Banks Customers and Shareholders. The Directors take this opportunityto express their sincere appreciation for the dedicated services of the Executives andstaffs for their contribution to the overall performance of the company.