The Members of
Banas Finance Limited
Your Directors have pleasure in presenting the 37th Annual Report along with theAudited Accounts for the financial year ended March 31 2020.
Summary of the Company's consolidated financial performance for F.Y. 2019-2020 ascompared to the previous financial year is given below:
|Particulars ||F.Y. 2019 - 2020 ||F.Y. 2018 - 2019 |
|Income from Share Trading || || |
|Income from Finance Activities (Operations) ||62022395 ||134543312 |
|Total Operational Revenue ||62022395 ||134543312 |
|Other Incomes ||27470484 ||4090426 |
|Total Revenue ||89492879 ||138633738 |
|Profit before Dep. & Int. ||73224491 ||211128426 |
|Depreciation ||21540 ||37234 |
|Interest ||5102814 ||4182143 |
|Profit after Depreciation & Interest ||68100137 ||211091192 |
|Current Tax ||177000 ||44996 |
|Deffered tax ||3492138 ||-1903566 |
|Tax of earlier years ||0 ||-15859108 |
|Profit/ Loss after Tax ||17723604 ||-54739777 |
Note: The Financial Details given above is as per the audited consolidated financialresults of the company after giving effects of merger of 3 transferor companies mergedwith the Company pursuant to the merger Order passed by Hon'ble National Company LawTribunal Mumbai Bench (NCLT) vide its order dated July 292020 and its effectiveness asper the appointment date.
The company is mainly engaged into business of Finance and trading from which companyhas generated its revenue. During the year under review Company's total revenue hasdecreased to Rs. 89492879 from Rs. 138633738 as compared to previous financial yearand thereby registering an decrease of 64.55 % The Company has also managed to control itsadministrator expenses the Company gained profit of Rs. 17723604 as compared to loss ofRs. 54739777 in previous year.
The management of the Company is very optimistic regarding performance of the Companyin future and taking every steps and making every efforts to turn the Company in toprofitable organization.
MERGER/AMALGAMATION OF 3 COMPANIES WITH COMPANY:
At a meeting held on 15th May 2018 the Board of Directors had approved theamalgamation of Proaim Enterprises Limited (First Transferor Company) and Axon VenturesLimited (Second Transferor Company) and Rockon Enterprises Limited (Third TransferorCompany) with Banas Finance Limited (Transferee Company) The Transferor Companies andthe Transferee Company were part of the same management till the merger and are associatedcompanies all the transferor companies as on the date of merger were listed on BSELimited and all the 3 transferor companies which merged with the company were the samemanagement of the Company by way of a Scheme of Amalgamation between Proaim EnterprisesLimited and Axon Ventures Limited and Rockon Enterprises Limited with the Company (the'Scheme') as provided under Sections 230 to 232 of the Companies Act 2013 read withCompanies (Compromises Arrangements and Amalgamations) Rules 2016 or any otherapplicable law as amended from time to time. The appointed date for the Scheme was April1 2018. The Hon'ble National Company Law Tribunal Mumbai Bench (NCLT)
vide its order dated July 29 2020 approved the Scheme. Pursuant thereto the NCLTorder was filed with the Registrar of Companies Maharashtra on August 18 2020 being the'Effective Date'.
Pursuant thereto in accordance with the terms of the Scheme Proaim EnterprisesLimited and Axon Ventures Limited and Rockon Enterprises Limited was amalgamated withthe Company w.e.f. the Appointed Date i.e. April 1 2018 and consequently ProaimEnterprises Limited and Axon Ventures Limited and Rockon Enterprises Limited standsdissolved without winding up. The necessary accounting entries giving effect to theamalgamation were passed in the books of accounts of the Company.
With effect from the opening of the business as on the Appointed Date (i.e. 1stApril 2018) and subject to the provisions of this Scheme the entire Undertakings of theTransferor Companies including the assets and liabilities as on the Appointed Date shallpursuant to Section 230 to 232 and other applicable provisions of the Act without anyfurther act instrument or deed stand transferred to and vested in and./or deemed to havebeen transferred to and vested in the Company as a going concern subject however to allcharges liens mortgages if any then affecting the same or any part thereof.
Pursuant to the effectiveness scheme of merger the Company has access to the entirebusiness of the Transferor Companies as going concerns and all the properties whethermovable or immovable real or personal corporeal or incorporeal present or contingentincluding but without being limited to all assets authorized capital fixed assetscapital work-in-progress current assets and debtors investments rights claims andpowers authorities allotments approvals and consents reserves provisions permitsownerships rights lease tenancy rights occupancy rights incentives claimsrehabilitation schemes funds quota rights import quotas licenses registrationscontracts engagements arrangements brands logos patents trade names trademarkscopy rights all other intellectual property rights other intangibles of the TransferorCompanies whether registered or unregistered or any variation thereof as a part of itsname or in a style of business otherwise other industrial rights and licenses in respectthereof lease tenancy rights flats telephones telexes facsimile connections e-mailconnections internal connections websites installations and utilities benefits ofagreements and arrangements powers authorities permits allotments approvalspermissions sanctions consents privileges liberties easements other assets specialstatus and other benefits that have accrued or which may accrue to the TransferorCompanies on and from the Appointed Date and prior to the Effective Date in connectionwith or in relation to the operation of the undertaking and all the rights titlesinterests benefits facilities and advantages of whatsoever nature and where eversituated belonging to or in the possession of or granted in favour of or enjoyed by theTransferor Companies as on the Appointed Date and prior to the Effective Date shallpursuant to the provision of Section 230 to 232 of the Act without any further actinstrument or deed be and stand transferred to and vested in or deemed to be transferredto and vested in the Transferee Company.
With effect from the Appointed Date all the Assets and Liabilities; equity sharesdebentures bonds notes or other securities held by the all 3 Transferor Companieswhether convertible into equity or not and whether quoted or not shall without anyfurther act or deed be and stand transferred to the Transferee Company has also all themovable assets including cash in hand if any of the Transferor Companies shall becapable of passing by manual delivery or by endorsement and delivery as the case may beto the Transferee Company to the end and intent that the property therein passes to theTransferee Company on such manual delivery or by endorsement and delivery.
Pursuant to the amalgamation the Company will take over absorb and pay and dischargeon due dates all the liabilities including liabilities for income tax wealth tax centralsales tax value-added tax service tax excise duty custom duty goods and service taxfringe benefit tax dividend distribution tax if any of the Transferor Companies.
Upon the Scheme becoming finally effective in consideration of the transfer andvesting of the Undertaking of the Transferor Companies (Proaim Enterprises Limited andAxon Ventures Limited and Rockon Enterprises Limited) in the Transferee Company in termsof the Scheme the Company will issue and allot Equity Shares as per swap exchange ratiogiven in the scheme of merger and order passed by Hon'ble National Company Law TribunalMumbai Bench (NCLT) vide its order dated July 29 2020 credited as fully paid-up in thecapital of the Transferee Company to all Equity Shareholders of the Transferor Companieswhose names appear in the Register of Members on record date i.e. 04th September 2020fixed by the Board as follows:
Proaim Enterprises Limited (First Transferor Company): 50 (Fifty) equity shares of Rs.10 each of Banas Finance Limited will be credited as fully paid-up for every 100(Hundred) equity shares of the face value of Rs. 10/- (Rupees Ten) each fully paid-up heldby such member in the Company.
Axon Ventures Limited (Second Transferor Company): 48 (Forty Eight) equity shares ofRs. 10 each of Banas Finance Limited will be credited as fully paid-up for every 100(Hundred) equity shares of the face value of Rs. 10/- (Rupees Ten) each fully paid-up heldby such member in the Company.
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Rockon Enterprises Limited (Third Transferor Company): 26 (Twenty Six) equity shares ofRs. 10 each of Banas Finance Limited credited as fully paid-up for every 100 (Hundred)equity shares of the face value of Rs. 10/- (Rupees Ten) each fully paid-up held by suchmember in the Company.
THE MERGER WILL LEAD TO SYNERGIES OF OPERATIONS AND MORE PARTICULARLY THE FOLLOWINGBENEFITS TO YOUR COMPANY:
a. The arrangement shall provide an opportunity to leverage combined assets and build astronger sustainable business. Specifically the arrangement will enable optimalutilization of existing resources and provide an opportunity to fully leverage assetscapabilities experience and infrastructure of all the four companies.
b. Reduce the managerial overlaps involved in operating multiple entities; ease andincrease operational and management efficiency integrate business functions; eliminatedduplication and rationalization of administrative expenses'.
c. Greater efficiency in cash management of the Transferee Company and unfetteredaccess to cash flow generated by the combined businesses which can be deployed moreefficiently to fund organic and inorganic growth opportunities to maximize shareholdervalue'.
d. Improved organizational capability and leadership arising from the pooling of humancapital that has diverse skills talent and vast experience to compete successfully in anincreasingly competitive industry.
e. Cost savings are expected to flow from more focused operational effortsrationalization standardization and simplification of business processes productivityimprovements and improved procurement.
f. Synchronizing of efforts to achieve uniform corporate policy' Greater integrationand greater financial strength and flexibility for the amalgamated entity.
g. Reduce regulatory compliance and multi-layer taxation of inter-se transaction.
h. Better value creation for the shareholders of the company and improved competitiveposition of the combined entity in the market.
i. The scheme is not prejudicial to the interest of the creditors or the employees ofthe Transferor Companies and the Transferee Company.
ACCOUNTING EFFECT AND CONSOLIDATION DUE TO MERGER:
Pursuant to merger of 3 listed entities which were the same management companies withthe company vide NCLT Mumbai order dated 29th July 2020 and appointed date is01st April 2018 for this merger the company has given the accountingtreatment for merger as per applicable accounting standards and company law provisions andyour board has approved the same in its meeting the notes with respect to the merger andtheir impact has been given in the notes to the accounts along with financial for the F.Y.2019-20 herein below it the section of Financials.
With view to conserve financial resources of the company directors do not recommendany dividend on Equity Shares for the year under review.
CHANGES IN SHARE CAPITAL
During the year under review the Company has not issued any shares. The Company hasnot issued shares with differential voting rights. It has neither issued employee stockoptions nor sweat equity shares as on March 31 2020 the effect of the merger order onthe companies Authorized and paid up capital will be as follows:
Pursuant to the effectiveness of the Merger as per the merger Order passed by Hon'bleNational Company Law Tribunal Mumbai Bench (NCLT) vide its order dated July 29 2020 theeffective date of merger is 18th July 2020 and appointed date is 01stApril 2018 the combined paid up capital and authorized capital of the company aftereffectiveness of the merger increased to 513000000/- (Rupees Fifty One Crore ThirtyLakh Only) comprising of 51300000 (Five Crore Thirteen lakh) Equity Shares of Rs. 10/-each and the paid up capital of the company will be increased as per the equity shareallotment to the transferor companies' shareholders as per the swap exchange ratio ofrespective company as given in the order and scheme of merger.
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Your Company has not accepted any deposits within the meaning of Section 73 (1) and 74of the Companies Act 2013 read together with the companies (Acceptance of Deposits)Rules 2014.
AMOUNTS TO BE TRANSFERRED TO RESERVES
In the view of continuous losses no fund was transferred to General Reserve andStatutory Reserves as per provision of Section 45 (i) (c) of the Reserve Bank of IndiaAct 1934. This year company has loss and hence company has not transferred the amount asper the requirement.
Pursuant to the merger and effectiveness the accounting treatment and consolidation ofbooks of accounts of all transferor companies in to the books of Transferee Company hasconsolidated in the financials of the Company and given effect of the merger accordinglythe notes for effect of merger on Financials of the company is given under the head onNotes to accounts and significant policies along with Financials.
CHANGE IN DIRECTORS AND KMP:
|Sr. No. ||Name of Director/KMP ||Designation ||Particulars ||Date |
|1. ||PRAJNA PRAKASH NAIK ||Company Secretary ||Appointment ||15/04/2019 |
|2. ||NEMICHAND SAINI ||CFO ||Appointment ||14/02/2020 |
|3. ||HITENDRAKUMAR KANJIBHAI PARMAR ||Non-Executive Independent Director ||Appointment ||14/08/2019 |
DIRECTORS' RESPONSIBILITY STATEMENT:
In accordance with the provisions of Section 134 (3) (c) and 134 (5) of the CompaniesAct 2013 and based on the information provided by management your Directors' statethat:
a) In the preparation of the annual accounts for the financial year ended 31st March2020 the applicable accounting standards have been followed.
b) Directors have selected such Accounting policies applied them consistently and madejudgments and estimates that are reasonable and prudent so as to give a true and fair viewof the State of affairs of the corporation as at the end of March 31 2020 and of theprofit of the Company for the year ended on that date.
c) Director have taken Proper and sufficient care to the best of their knowledge andability for the maintenance of adequate accounting records in accordance with theprovisions of the Companies Act 2013 for safeguarding the assets of the Company and forpreventing and detecting fraud and other irregularities.
d) Directors have prepared the annual accounts on a 'going concern' basis.
e) Director have laid down internal financial controls commensurate with the size ofthe Company and that such financial controls were adequate and were operating effectively.
f) Directors have devised proper systems to ensure compliance with the provisions ofall applicable laws and that such systems are adequate and operating effectively.
DECLARATION OF INDEPENDENCE BY DIRECTORS:
The Non-executive Independent Directors of the Company viz. Mr. Hardikkumar BharatbhaiKabariya Ms. Jyotsana Bhatt and Mr. Hitendrakumar Kanjibhai Parmar (Appointed on14/08/2019) have affirmed that they continue to meet all the requirements specified underRegulation16(1)(b)of the listing regulations in respect of their position as an"Independent Director" of Banas Finance Limited.
POLICIES ON DIRECTORS' APPOINTMENT AND REMUNERATION:
The Company adheres to the requirements prescribed in the Companies Act 2013 rulesand amendments made there under and SEBI regulations for the Appointment and Remunerationof the Directors of the Company.
The policies of the Company on Directors' appointment and remuneration includingcriteria for determining qualifications positive attributes independence of a Directorand other matters provided under sub-section (3) of Section 178 of the Act is available onthe website of the company on the following link https:/banasfinance .files.wordpress .com/2017/06/policy-on-selection-remuneration-of-director2.pdf
FORMAL ANNUAL EVALUATION OF THE PERFORMANCE OF THE BOARD AND THAT OF ITS COMMITTEES ANDINDIVIDUAL DIRECTORS:
Pursuant to the provisions of section 134(3)(p) The Companies Act 2013 evaluation ofperformance of all Directors is
undertaken annually. The Company has implemented a system of evaluating performance ofthe Board of Directors and of its Committees and individual Directors on the basis of astructured questionnaire which comprises evaluation criteria taking into considerationvarious performance related aspects execution of specific duties obligations andgovernance.
During the year due to State Government of Maharashtra imposed a Lockdown in the stateof Maharashtra and nationwide lockdown imposed by the Government from 25th March 2020 tocurtail the spread of COVID-19 a Separate Meeting of Independent Directors could not beheld for the financial year 2019-2020.
Further as per the relaxation provided by the Ministry of Corporate Affair vide theirGeneral Circular No 11/2020 dated 24th March 2020 if the independent Directors of acompany have not been able to hold such a meeting the same shall not be viewed as aviolation. The Company ensures to schedule the meeting of Independent Directors as soon bemade feasible by the situations.
Company has appointed Mr. Ravi Toshniwal as an Internal Auditor F.Y 19-2020.
M/ s. Pravin Chandak & Associates Chartered Accountants having Firm RegistrationNo. 116627W whose term expired in this AGM is hereby reappointed as Statutory Auditors ofthe Company in this 36th Annual General Meeting of the company for a period of second termof 3 consecutive years till the conclusion of 39th Annual General Meeting of the companyto be held in the year 2022. They will continue to be Statutory Auditors till F.Y.2021-22. The Statutory Auditors have confirmed their eligibility pursuant to section 139of the Companies Act 2013.
Vide notification dated May 7 2018 issued by Ministry of Corporate Affairs therequirement of seeking ratification of appointment of statutory auditors by members ateach AGM has been done away with. Accordingly no such item has been considered in noticeof the 36th AGM.
Observations made in the Auditors' Report are self-explanatory and therefore do notcall for any further comments under Section 134 (1) of the Companies Act 2013.
COMMENTS ON OBSERVATION MADE BY STATUTORY AUDITORS:
M/ s. Pravin Chandak and Associates Practicing Chartered Accountant in hisIndependent Auditor Report for financial year 2019-20 have drawn the attention of themanagement on some Prudential Norms of NBFC which have been marked as qualification inhis report. In connection with the same management here with gives the explanation forthe same as follows:
a) The Company did not have an appropriate internal control system for granting Loans.Demand and other loans given are governed by the Board policies. Considering the closemonitoring of Board no appraisal renewal Policies Procedure Committee or documentshave been prescribed and executed.
The Management is of having view that that the Company is mid-size NBFC as compared toother giants in the market. Company has not acknowledged any deposits from public. TheCompany is doing business out of its own fund. The Company functions its business with atmost caution and carefulness. As far as making of Loan and Advances are concernedmanagement grants demand loan only either to the parties recognized to the Company or byreference which are administered by the Board policies.
b) The Company's internal control system is not commensurate to the size and scale ofoperation over purchase and sale of shares and inventory and for expenses incurred.
With regards to appropriateness of internal control system is concerned management ishaving views that the company has an effective and sufficient internal control system inplace for granting of loans management grants loans only either to the parties known tothe Company or by references which are governed by the Board policies. The Loan andAdvances granted by the Company has been closely supervised and monitored on regularbasis.
c) Company has granted loans to 18 cases interest charged is less than prevailing yieldgovernment security for relevant tenure. Amount of such loans as on 31st March 2020 is Rs30895433/-. In 68 cases no interest has been charged. Amount of such loans as on 31stMarch 2020 is Rs. 80976231/-.
The management informed that during F.Y 2019-20 the interest rates had drasticallygone down hence to provide competitive rates and to utilize the funds available with thecompany and earn income lower interest rates has been charged to few parties.
In respect of no interest being charged on some of the loans the Management statesthat these loans are old and already been categorized as Provisions For Doubtful Debts inProfit & Loss still the management is trying to at least recover the principal amountfrom these parties for the beneficial of the company and hence the interest rates are notcharged for these loans.
However as per recommendation of Auditors the Company is under process to strengthenits controls procedures. SECRETARIAL AUDITORS:
Pursuant to the requirements of Section 204(1) of the Act and Rule 9 of Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Company hasappointed M/s Nitesh Chaudhary & Associates. Practicing Company Secretaries toconduct the Secretarial Audit for the financial year 2019-20. The Secretarial Audit Reportas received from M/s Nitesh Chaudhary & Associates is appended to this Report asAnnexure I.
COMMENTS ON OBSERVATION AND QUALIFICATION MADE BY SECRETARIAL AUDITORS:
M/s Nitesh Chaudhary & Associates Company Secretary in Practice in hisSecretarial Audit Report for financial year 2019-2020 have drawn the attention of themanagement on some of the non-compliances which have been marked as qualification in hisreport. In connection with the same management herewith give the explanation for the sameas follows:
1. The Company has not followed some of the provisions of prudential norms issued byReserve Bank of India for Non-Banking Financial (Non-Deposit Accepting or Holding)Companies which also including any statutory modification and amendment from time totimes.
Management of the Company is in the process to get develop electronic/digital portal orsoftware to maintain the prudential norms.
2. The Company has not followed some of the provision of Know Your Customer' (KYC)Guidelines issued by Reserve Bank of India from time to time is not properly followed bythe company and the Company yet to submission of reports and information (SAC Certificate& RBI Annual Return) to the Reserve Bank of India as required to be made during theyear under review.
Management of the Company is in the process to get develop electronic/digital portal orsoftware to maintain the Know Your Customer' (KYC) Guidelines issued by Reserve Bank ofIndia the management has took on records that due to Covid -19 the SEBI has givenextension for adoption of Audited Financial Results for F.Y. 2019-20 till 31stJuly 2020 therefore the company is yet to file the same with RBI the company will submitthe same at the earliest well in time.
3. The form MGT-7 for the F.Y. 2018-19 has not been signed by the Company Secretary inWhole Time in employment of the Company as required under section 92 of the Companies Act2013.
Management of the Company has check with the Secretarial Department with respect to thenot certification of Form MGT- 7 by Company Secretary the secretarial department hasinformed that there was a technical issue with the Digital Signature it was not workingtherefore did not certified.
4. In some cases the Company has charged less interest on Loans and advances given tosome parties.
The management informed that these loans are old and to recover the principal amountfrom the party is very difficult and in order to avoid bad debt of this loan Company hascharged less interest but company will take note in future.
NUMBER OF MEETINGS OF THE BOARD:
The Board meets at regular intervals to discuss. The intervening gap between the twoconsecutive meetings did not exceed 120 days as prescribed under the Companies Act 2013
The details of the number of meetings of the Board held during the Financial Year2019-20 forms part of the Corporate Governance Report.
COMMITTEES OF THE BOARD:
The Board of Directors has the following Committees:
1. Audit Committee
2. Nomination and Remuneration Committee
3. Stakeholders' Relationship Committee
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The details of the Committees along with their composition number of meetings andattendance at the meetings are provided in the Corporate Governance Report.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS:
1. Honorable Securities Appellate Tribunal (SAT) quashed the order passed by theSecurities and Exchange Board of India (SEBI):
We wish to inform that the Company filed an appeal vide appeal no. 275 of 2018 beforeHonorable Securities Appellate Tribunal (SAT) against the order passed by SEBI dated27/04/2018 in the matter of adjudication Honorable SAT passed an order dated 26thJuly 2019 and quashed the order passed by the Securities and Exchange Board of India(SEBI) Adjudication Order No. EAD/BJD/BKM/7-14/2018-19 dated 27/04/2018 passed by SEBIunder section 15-I of SEBI Act 1992 read with Rule 5 of SEBI (Procedure for HoldingInquiry and Imposing Penalties by Adjudicating Officer) Rules 1995 in matter of BanasFinance Limited the SEBI has imposed joint penalty of Rs.10 lakhs on Company and itspromoter Handful Investrade Private.
As per the Oder passed by Honorable Securities Appellate Tribunal (SAT) the SEBI Orderhas been quashed and company and its promoters are not liable to pay the penalty imposedby SEBI in its above stated Order.
Other than the above there is no significant and material orders passed by theRegulators/Courts that would impact the going concern status of the Company and its futureoperations.
MATERIAL CHANGES AND COMMITMENTS IF ANY AFFECTING THE FINANCIAL POSITION OF THECOMPANY:
2. AFTER COMPLETION OF FINANCIAL YEAR A2019-20 AND BEFORE ADOPTION OF BOARD REPORT FOR2019-20 THE FOLLOWING MERGER ORDER PASSED:
HON'BLE NATIONAL COMPANY LAW TRIBUNAL MUMBAI BENCH (NCLT) VIDE ITS ORDER DATED JULY29 2020 APPROVED THE SCHEME OF MERGER:
Hon'ble National Company Law Tribunal Mumbai Bench (NCLT) vide its order dated July29 2020 approved the Scheme of Merger between Proaim Enterprises Limited (FirstTransferor Company) and Axon Ventures Limited (Second Transferor Company) and RockonEnterprises Limited (Third Transferor Company) with the Company Banas Finance Limited(the 'Scheme') as provided under Sections 230 to 232 of the Companies Act 2013 read withCompanies (Compromises Arrangements and Amalgamations) Rules 2016 or any otherapplicable law as amended from time to time. The appointed date for the Scheme was April1 2018. Pursuant thereto the NCLT order was filed with the Registrar of CompaniesMaharashtra on August 18 2020 being the 'Effective Date'.
No material changes and commitments affecting the financial position of the Companyoccurred during Financial Year 2018-19 till the date of this report. Further there was nochange in the nature of business of the Company.
There are no details in respect of frauds reported by auditors under section 143 of theCompanies Act 2013.
SUBSIDIARY JOINT VENTURE OR ASSOCIATE COMPANIES:
During the year no company has become or ceased to be a subsidiary joint venture orassociate of the Company.
REPORTS ON CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION & ANALYSIS:
The Company is committed to maintain the highest standards of Corporate Governance andadhere to the Corporate Governance requirements set out by SEBI.
In compliance with Regulation 34 and Schedule V of SEBI Listing Regulations 2015report on the Corporate Governance along with a certificate from the Statutory Auditorsof the Company on compliance with the provisions is annexed and forms part of the AnnualReport.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:
In line with the requirements of the Companies Act 2013 and Listing Regulations 2015all Related Party Transactions are placed before the Audit Committee for review andapproval. Prior omnibus approval is obtained for Related Party Transactions on yearlybasis for transactions which are of repetitive nature and / or entered in the OrdinaryCourse of Business and are at Arm's Length.
All Related Party Transactions entered during the year 2019-20 were in Ordinary Courseof the Business and on Arm's Length basis; and there were no material contracts andarrangements.
The particulars of contracts or arrangements with related parties referred to inSection 188(1) as prescribed in Form AOC - 2 are appended as Annexure II.
EXTRACT OF ANNUAL RETURN:
Pursuant to the requirements under Section 92(3) and Section 134(3) of the Act readwith Rule 12 of Companies (Management and Administration) Rules 2014 an extract ofAnnual Return in prescribed Form MGT-9 for F.Y. 2019-20 is given in the Report as AnnexureIII.
PARTICULARS OF EMPLOYEES AND RELATED INFORMATION:
In terms of the provisions of Section 197(12) of the Act read with Rule 5 of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 a statementcontaining the disclosures pertaining to remuneration and other details as required underthe Act and the above Rules are provided in the Annual Report. The disclosures asspecified under Rule 5(1) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 have been appended to this Report as Annexure IV.
During Financial year 2019-20 no postal ballot was conducted by the company.
RISK MANAGEMENT AND INTERNAL CONTROLS:
The Board has reviewed the Risk assessment and Minimization procedure as per Regulation17 (9) of the SEBI (LODR) Requirements 2015; there are no material risk which in theopinion of the management affects the continuity and existence of the business. Thedetails of the risks faced by the Company and the mitigation thereof are discussed indetail in the Management Discussion and Analysis report that forms part of the AnnualReport.
The Company has in placed the internal control framework in commensurate with the sizeof the Company. However Company is trying to strengthen the same. The Board has adoptedpolicies and procedures for ensuring the orderly and efficient conduct of its businessincluding adherence to the company's policies the safeguarding of its assets theprevention and detection of fraud error reporting mechanism the accuracy andcompleteness of the accounting records and the timely preparation of reliable financialdisclosures.
PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS:
Details of investments covered under the provisions of Section 186 of the CompaniesAct 2013 will be produced for verification to the members on their specific request.
CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION:
In view of the nature of activities which are being carried on by the Company theparticulars as prescribed under Section 134(3) (m) of the Act read with Companies'(Accounts) Rules 2014 regarding Conservation of Energy and Technology Absorption andresearch and development are not applicable to the Company.
MEMBER OF CREDIT RATING AGENCY:
During the year under review your company has maintained the membership with all fourCredit Information Company (CIC) registered with RBI i.e. CIBIL Limited CRIF High MarkCredit Information Services Pvt. Ltd. Equifax Credit Information Services Pvt. Ltd. andExperian Credit Information Company of India Pvt. Ltd.
LISTING OF SHARES:
Equity shares of your Company are listed on Bombay Stock Exchange only and the Companyhas paid the necessary Listing fees for the year 2019-20.
There is no inflow and outflow of Foreign Exchange.
CHANGE IN NATURE OF BUSINESS:
The was no change in nature of business during the year under review VIGILMECHANISM/WHISTLE BLOWER POLICY:
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The Company has established a vigil mechanism to provide appropriate avenues to theDirectors and employees to bring to the attention of the Management the concerns aboutbehavior of employees that raise concerns including fraud by using the mechanism providedin the Whistle Blower Policy. The Whistle Blower Policy is hosted on company's website athttps://banasfinance.files.wordpress.com/2018/04/whistle-blower-policy banas-
During the financial year 2019-20 no cases under this mechanism were reported in theCompany.
POLICY FOR PREVENTION PROHIBITION AND REDRESSAL OF SEXUAL HARASSMENT OF WOMEN ATWORKPLACE:
The company has framed policy in accordance with The Sexual Harassment of Women atWorkplace (Prevention Prohibition and Redressal) Act 2013. An Internal ComplaintCommittee (ICC) has been set up in compliance with the said Act. During the year underreview no cases in the nature of sexual harassment were reported at any workplace of thecompany.
THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE IS HOSTED ON COMPANY'S WEBSITE AT
During the financial year 2019-2020 no cases in the nature of sexual harassment werereported at any workplace of the company.
CORPORATE SOCIAL RESPONSIBILITY
Pursuant to Section 135 of the Companies Act 2013 and the relevant rules the Companyis not required to spend any amount towards CSR Expenditure as none of the thresholdslimits as specified in Section 135 is not crossed.
CEO AND CFO CERTIFICATION:
The Chief Executive Officer and Chief Financial Officer Certification as required underRegulation 17(8) read with Part B of Schedule II of the SEBI(LODR) Regulation 2015 havebeen appended to this report in Annexure V.
The Board of Directors wishes to express sincere thanks to Bankers Shareholdersclients Financial Institutions customers suppliers and employees of Companies forextending support during the year.
FOR & ON BEHALF OF THE BOARD
|Sd/- ||Sd/- |
|Tanu Giriraj Agrawal ||Girraj Kishor Agrawal |
|Director ||Director |
|DIN: 00290966 ||DIN: 00290959 |
|Place: Mumbai || |
|Date: 02/09/2020 || |