Dear Members,
Anjani Finance Limited
The Agarwal Corporate Housed
5th Floor, 1, Sanjana Park,
Adj. Agarwal Public School,
Bicholi Mardana Road
Indore (M.P.) 452016
Your Directors are pleased to present the 33rd Annual Report and the
Company's Audited Financial Statement for the Financial Year ended March 31st,
2022.
FINANCIAL RESULTS
The Company's financial performance, for the year ended March 31st, 2022 is
Summarized Below:
|
(Amount in 000') |
PARTICULARS |
2021-22 |
2020-21 |
Profit before Depreciation, Interest & other adjustments |
-5044 |
9967 |
Less : Finance Cost |
5191 |
5298 |
: Depreciation |
46 |
60 |
Profit Before Tax |
-10281 |
4609 |
Less :Earlier Year Expenses |
|
' i. |
: Provision FOR Current Year Tax |
60 |
650 |
:Deferred Tax Provided (Written Back) |
-2445 |
-269 |
Profit for the year |
-7896 |
4228 |
Add : Balance of Profit B/F From Previous Year |
251601 |
21777 |
Amount available for appropriation |
17264 |
26005 |
APPROPRIATIONS : |
|
|
Transfer to NBFC Reserve |
0 |
846 |
Adjustment for Earlier Year Excess Tax |
0 |
0 |
! Adjustment on Account of Depreciation |
0 |
0 |
Balance carried to Balance Sheet |
17264 |
25159 |
PERFORMANCE OF THE COMPANY
During the year the Company has achieved a turnover of 140.20 Lakhs as against turnover
of 128.25 Lakhs in the previous. year registering an increase of 9.32%. The overall
performance remains satisfactory.
DIVIDEND
The Company has not declared any dividend during the year 2021-22 (Previous year Nil).
TRANSFER OF AMOUNTS TO INVESTOR EDUCATION & PROTECTION FUNDS (EPF)
No amount is required to be transferred to the investor education & protection fund
during the year.
TRANSFER OF AMOUNT TO RESERVES
The Company has transferred Nil to the NBFC Reserves as per requirement of the
Directions of the RBI to the NBFC Companies (Previous year 8.46 Lakhs-) except that no
amount has been transferred or withdrawn from the reserves by the Company.
CREDIT RATING
The company has not obtained credit rating.
NON PERFORMING ASSETS AND PROVISIONS
No assets of the company are classified as non-performing under the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015. As such, no provision is
required to be maintained.
ASSQCIATES/SUBSIDIARIES/JQINT VENTURES COMPANIES
The company has no Subsidiaries and Joint Ventures. The company has an Associate namely
Chamelidevi Flour Mills Pvt. Ltd,, with 34.99 % Share Holding. The Relevant detail as per
Form AOC-1 is enclosed herewith as per Annexure - "A".
DISCLOSURE U/S 134 (3)
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 are
as under:
The web address where Annual Return in form no. MGT-7 is annexed is
www.anjanifin.com.
Policy of company for the appointment of Directors and their remuneration as per
Annexure-"B".
The particulars of contracts/arrangements entered into by the company with
related parties referred to in sub section (1) of section 188 of the Companies Act, 2013
in the Form AOC-2 is enclosed herewith as per Annexure -"C".
Statement of Conservation of energy, technology absorption and foreign exchange
earnings and outgo is not applicable to the company,
The ratio of the remuneration of each director to the median employee's
remuneration and .their details in terms of subsection 12 of Section 197 of the Companies
Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014', are forming part of this report and is annexed as per Annexure
-"D".
There is no employee drawing remuneration of '850000/- per month or ' 10200000/- per
year, therefore the particulars of employees as required U/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 to the Company.
RISK MANAGEMENT COMMITTEE
The company has voluntary constituted risk management committee and the policy is
disclosed on the website of the company at www.aanjanifin.com.
DISCLOSURES OF CODES. STANDARDS. POLICIES AND COMPLIANCES THEREUNDER
a) Know Your Customer and Anti money laundering measure policy
Your company has a board approved Know Your Customer (KYC Policy) and Anti Money
Laundering measure policy (AML Policy) in place and adheres to the said policy. The said
policy is in line with the RBI Guidelines. Company has also adhered to the compliance
requirement in terms of the said policy including the monitoring and reporting of cash and
suspicious transactions. There are however, no cash transactions of the value of more than
'1000000/- or any suspicious transactions whether or not made in cash noticed by the
company in terms of the said policy.
b) Fair Practice Code
Your company has in place a Fair Practice Code (FPC), as per RBI Regulations which
includes guidelines from appropriate staff conduct when dealing with the customers and on
the organizations policies vis-a-vis client protection. Your company and its employees
duly complied with the provisions of FPC.
c) Code of Conduct for Board of Directors and the Senior Management Personnel ' '
Your company has adopted a code of conduct as required under Regulation 17 of SEBI
(Listing Obligations and Disclosure Requirements) Regulations 2015, for its BOD and the
senior management personnel. The code requires the directors and employees of the company
to act honestly, ethically and with integrity and in a professional and respectful manner.
A certificate of the Management is attached with the Report in the Corporate Governance
section.
d) Code of Prohibition of Insider Trading Practices
Your company has in place a code for prevention of insider trading practices in
accordance with the model code of conduct, as prescribed under SEBI ( prohibition of
insider trading) Regulations, 2015, as amended and has duly complied with the provisions
of the said code.
e) Whistle Blower Policy
Pursuant to the provisions of section 177(9) and (10) of the Companies Act 2013 read
with rule 7 of Companies (Meeting of Boards and its powers) Rules, 2014 and Regulation 22
of SEBI (Listing Obligations And Disclosure Requirements) Regulations, 2015, the company
and adopted a whistle blower policy which provides for a vigil mechanism that encourages
and supports its directors and employees to report instances of unethical behavior, 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 this mechanism 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 company at www.anjanifin.com
and attached the same as Annexure E 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 sexual
harassment of women at workplace. The primary objective of the said policy is to protect
the women employees from sexual harassment at the place of work and also provides for
punishment in case of false and malicious representations. No compliant, however is
received by the company under the said policy in F.Y. 2021-22.
g) Nomination, Remuneration and Evaluation Policy (NRE Policy)
The Board has, on the recommendation of the nomination and remuneration committee
framed a nomination, remuneration and evaluation policy which lays down the criteria for
identifying the persons who are qualified to be appointed as directors and, or senior
management personnel of the company, along with the criteria for determination of
remuneration of directors, KMP'S and other employees and their evaluation and includes
other matters, as prescribed under the provisions of section 178 of Companies Act, 2013
and clause 49 of the Listing Agreement and Regulation 19 of SEB1 (Listing Obligations and
Disclosure Requirements) Regulations 2015, Policy of the Company has been given at the
website of the Company at www.anjanifin.com and attached the same as Annexure B to
this report. The details of the same are also covered in corporate Governance Report
forming part of this annual report.
h) Related Party Transactions Policy
There were no materially significant related party transactions held during the FY
2021-22 that may have potential conflict with the interest of company at large.
Transactions entered with related parties as defined under the Companies Act, 2013 and
Regulation 23 of SEB1 (Listing Obligations and Disclosure Requirements) Regulations 2015,
during the financial year were mainly in the ordinary course of business and on an arm's
length basis. The related party transaction policy as formulated by the company defines
the materiality of related party and lays down the procedures of dealing with related
party transactions.
The details of the same are posted on the Company web-site www.anjanifin.com.
LISTING OF SHARES OF THE COMPANY
The equity shares of the company continue to remain listed on BSE limited (CODE:
531878). The company has paid the due listing fees to BSE Limited for the financial year
2021-22 on time.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
The Board of Directors of your company consists of 4 directors. Mr. Sanjay Kumar
Agarwal (DIN 00023611) continued to hold the office as Managing Director of the company.
Mr. Champalal Dangi (DIN 08112951) is a non executive non-independent director of company,
Mrs. Kalpana Jain (DIN 02665393) and Mr. ANKUR AGRAWAL (DIN 07551302)) are the
Independent directors of the Company. All independent directors have given declaration
that they meet the criteria of independence as laid down under section 149(6) of the
companies Act, 2013 and clause 49 of the Listing Agreement and SEBI (Listing Obligations
and Disclosure Requirements) Regulations 2015 forms part of this report. In the opinion of
the Board they fulfill the criteria on independency.
In accordance with the provisions of Section 152 of the companies Act 2013 read with
relevant provisions of Articles of Association of the company, Mr. Champalal Dangi will
retire by rotation at the ensuing Annual General meeting and being eligible offers himself
for re-appointment. The Board recommends his re-appointment.
The brief resume of directors proposed to be appointed/ reappointed, nature of their
expertise in specific functional areas and names of the companies in which they hold
directorship along with their membership/chairmanship of committees of the board as
stipulated under Clause 49 of Listing Agreement of stock exchanges and SEBI (Listing
Obligations and Disclosure Requirements) Regulations 2015, or provided in the Corporate
Governance section along with the Annual Report.
Based on the confirmations received, none of the directors are disqualified from being
appointed, reappointed as directors in terms of section 164 of the Companies Act, 2013.
CS Nasir Khan, a whole time Company Secretary of the company are designated as key
managerial personnel of the company as per the provisions of section 203 of the companies
Act, 2013.
PERFORMANCE EVALUATION
Pursuant to the provision of Companies Act, 2013 and clause 49 of the Listing agreement
and SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015, the
performance of the board, its committee's and individual directors are evaluated by number
of meetings held, time spent in each meeting deliberating the issues, quality of
information/data provided to the members, the time given to them to study the details
before each meeting, quality of deliberation in each meeting, contribution of each
directors, the details of decisions taken and measures adopted in implementing the
decision and feedback to the board.
BOARD MEETINGS
During the FY 2021-22, (Six) 6 Board meetings were convened and held 03.05.2021,
10.06.2021, 19.07.2021, 19.10.2021,25.01.2022 and 10.02.2022. The intervening gap between
the meetings was within the period prescribed under the Companies Act, 2013 and the SEBI
(Listing obligation And Disclosure Requirement) Regulations, 2015. The details of the
Board meetings held during the year along with the attendance of the respective directors
there at are set out in 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 tribunal
which would Impact the going concern status of the company and its future operations.
INTERNAL AUDIT AND INTERNAL FINANCIAL CONTROL SYSTEM
The company has appointed an independent firm of Chartered Accountants for conducting
the audit as per the internal audit standards and regulations. The internal auditor
reports to the audit committee of the board. The audit function maintains its independence
and objectivity while carrying out assignments. It evaluates on a continuous basis, the
adequacy and effectiveness of internal control mechanism with interaction of KMP and
functional staff. The company has taken stringent measures to control the quality of
disbursement of loan and its recovery to prevent fraud.
SECRETERIAL AUDIT REPORT
Pursuant to the provisions of section 204 of the Companies Act, 2013 and the companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, the BOD of the company
had appointed M/s Alam Khan & Co. Practicing Company Secretaries, Indore to undertake
the secretarial audit of the company for the FY 2021-22 in the meeting held on 27.05.2022.
The secretarial audit report for the F.Y. ended March 31, 2022 is annexed herewith as per
Annexure - "F". The said report does not contain any material qualification,
reservation or adverse remark.
AUDITOR AND AUDITORS REPORT.
At the 31st Annual General Meeting (AGM) held on 30th September,
2020, the members had reappointed M/s Mahendra Badjatya & Co (ICAI Firm Registration
Number 001457C) Chartered Accountants as statutory auditors of the company, by way of
ordinary resolution u/s 139 of the Companies Aqt, 2013 to hold office for a term of 5
Years from the conclusion of this AGM until the conclusion of the 36th AGM of
the company.
The Company has obtained a confirmation letter regarding their eligibility and your
board proposes for ratification of their appointment for the year 2021-22.
The Auditors Report is the self explanatory and needs to comments by the Board.
DIRECTORS RESPONSIBILITY STATEMENT
The Directors' Responsibility Statement referred to in clause (c) of sub-section (5) of
Section 134 of the Companies Act, 2013:
a) In the preparation of the annual accounts for the year ended March 31st,
2022, the applicable accounting standards read with requirements set out under Schedule
III to the Act, have been followed and there is no material departures from the same;
b) The directors had selected such accounting policies and applied them consistently
and made judgments and estimates that are reasonable and prudent so as to give a true and
fair view of the state of affairs of the company at March 31st ,2022 and of the
profit and loss of the company for the year ended on that date;
c) The directors had taken proper and sufficient care for the maintenance of adequate
accounting records in accordance with the provisions of this Act for safeguarding the
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 and that 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
all applicable laws and that such systems are adequate and operating effectively.
CORPORATE GOVERNANCE & MANAGEMENT DISCUSSION AND ANALYSIS
Pursuant to Agreement with BSE, Regulation 34 read with Schedule V of SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015 and Companies Act 2013, the
corporate governance report, management discussion and analysis and the auditor's
certificate regarding compliance of conditions of corporate governance is enclosed
herewith as per Annexure - G.
ANNUAL EVALUATION
Pursuant to the provisions of the companies Act, 2013 and Clause 49 of the listing
agreement and SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015, an
Annual Performance evaluation of the Board, the directors individually as well as the
evaluation of the working of the board committees including audit committee and other
committees of the board of directors of the company was carried out during the year and is
covered under the corporate governance report forming part of this annual report.
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 the Companies Act, 2013.
Further that the company has not accepted any cfcpdsjt in contravention of the provisions
of the Companies Act, 2013 as well as RBI directions.
ADEQUACY OF INTERNAL FINANCIAL CONTROLS
The company has an adequate internal financial control backed by sufficient qualified
staff, system software and special software's. The company has also an internal audit
system by the external agency.
COMMITTEE OF THE BOARD
The company has duly constituted the following committee as per the provisions of
Companies Act, 2013 and SEBI (Listing Obligation and Disclosure Requirements) Regulation,
2015.
a) Audit Committee as per section 177 of the Companies Act, 2013 and Regulation 18 of
SEBI (Listing Obligations & Disclosure Requirements) Regulations 2015.
b) Stakeholder Relationship Committee as per section 178 of the Companies Act, 2013 and
Regulation 20 of SEBI (Listing Obligations & Disclosure Requirements) Regulations
2015.
c) Nomination and Remuneration Committee as per section 178 of the Companies Act, 2013
and Regulation 19 of SEBI (Listing Obligations & Disclosure Requirements) Regulations
2015.
d) Internal Committee for Sexual Harassment of Women at the Work Place.
The details of the composition of the audit committee and other committees and their
respective terms of reference are included in the corporate Governance report forming part
of this annual report. The Audit Committee and other Board Committees meet at regular
intervals prescribed in the Companies Act, 2013, SEBI (Listing Obligations &
Disclosure Requirements) Regulations, 2015 and any other Act applicable, if any.
DISCLOSURE AS PER TERMS OF PARAGRAPH 9BB OF NON BANKING FINANCIAL COMPANIES
PRUDENTIALNORMS (RESERVE BANK! DIRECTIONS. 1998.
The desired disclosure is enclosed herewith as per attached financial statements.
CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION. FOREIGN EXHANGE EARNING AND OUTGO
Particulars required u/s 134 (3)(m) of the Companies Act, 2013 read with rule 8(3) of
Companies (Account) Rules, on conservation of energy and technology absorption are NIL.
There were no foreign exchange earnings and outgoing.
COMPLIANCE OF RESERVE BANK OF INDIA GUIDELINES
The Company Continue to comply with the entire Requirement's prescribed by the Reserve
Bank of India, from time to time.
CHANGE IN THE NATURE OF BUSINESS
During the year under review, there was no change in the nature of business of the
company and there is no material changes and/or commitments, affecting the financial
position of the company, during the financial year 2021- 2022.
ACKNOWLEDGEMENT
The Board of Directors places its sincere gratitude for the assistance and co-operation
received from Banks, Customers and Shareholders. The Directors take the opportunity to
express their sincere appreciation for the dedicated services of the Executives and staffs
for, their contribution to the overall performance of the company.
Registered Office: |
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By Order of the Board |
Anjani Finance Limited |
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CIN - L6591OMP1989PLC032799 |
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The Agarwal Corporate House |
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5th Floor, 1, SanjanaPark |
(Mrs. Kalpana Jain) |
(Sanjay Kumar Agarwal) |
Adjoining Agarwal Public School |
Director |
Managing Director |
Bicholi Mardana Road |
DIN:02665393 |
DIN:00023611 |
Indore-452011, |
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Madhya Pradesh, India |
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DATE: 27/05/2022 |
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PLACE: INDORE |
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