Director's Report


Anjani Finance Ltd
BSE Code 531878 ISIN Demat INE283D01018 Book Value (₹) 14.36 NSE Symbol N.A Div & Yield % 0 Market Cap ( Cr.) 12.07 P/E * 44.07 EPS * 0.27 Face Value (₹) 10
* Profit to Earning Ratio
* Earning Per Share

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Directions of the RBI to the NBFC Companies (Previous year 8.46 Lakhs-) except that no amount has been transferred or withdrawn from the reserves by the Company.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: By Order of the Board
Anjani Finance Limited
CIN - L6591OMP1989PLC032799
The Agarwal Corporate House
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,
Madhya Pradesh, India
DATE: 27/05/2022
PLACE: INDORE