Your Directors are pleased to present the 35th Annual Report and the Company’s Audited Financial
Statement for the Financial Year ended March 31st, 2024.
Your directors submit the following particulars/disclosures and information as required under section
134(3) and other applicable provisions, if any, of the Companies Act, 2013 read with the Companies
(Accounts) Rules 2014 and other applicable rules thereunder.
1. FINANCIAL RESULTS :
The Company’s financial performance, for the year ended March 31st, 2024 is Summarized Below:
(Amount in ‘000’)
| |
Standalone
|
Consolidated
|
|
PARTICULARS
|
2023-24
|
2022-23
|
2023-24
|
2022-23
|
|
Total earning
|
12700.29
|
14038.70
|
12700.29
|
14038.70
|
|
Profit before Depreciation, Interest
& other adjustments
|
9241.04
|
26773.07
|
9241.04
|
26773.07
|
|
Less : Finance Cost
|
3139.18
|
4781.82
|
3139.18
|
4781.82
|
|
: Depreciation
|
55.36
|
55.366
|
55.36
|
55.366
|
|
Profit Before Tax
|
6046.50
|
21935.90
|
6046.50
|
21935.90
|
|
Less :Earlier Year Expenses
|
|
|
|
|
|
:Provision FOR Current Year Tax
|
1172.83
|
2570.09
|
1172.83
|
2570.09
|
|
:Deferred Tax Provided (Written
Back)
|
39.27
|
2528.30
|
39.27
|
2528.30
|
|
Profit for the year
|
4834.40
|
16837.51
|
4834.40
|
16837.51
|
|
Current Year Share of Associates
|
-
|
-
|
1705.31
|
53054.16
|
|
Consolidated Profit & Loss
|
-
|
-
|
6539.71
|
69891.67
|
|
APPROPRIATIONS :
|
|
|
|
|
|
Transfer to NBFC Reserve
|
(966.88)
|
(3367.50)
|
(966.88)
|
(3367.50)
|
|
Balance carried to Balance Sheet
(Retained earnings)
|
34601.56
|
30734.04
|
34601.56
|
77042.77
|
|
EPS (Basic & Diluted) (in Rs. ) on
Equity Shares of Rs. 10/-
|
0.48
|
1.66
|
0.64
|
6.89
|
2. PERFORMANCE OF THE COMPANY
During the year the Company has achieved a turnover of 127.00 Lakhs as against turnover of 140.38
Lakhs in the previous year registering a decreased of 9.53%. The overall performance remains
satisfactory.
Profit for the year has decreased by. (158.894) Lakh which is Rs. 60.465 as compared to Rs 219.359 in
the previous year.
Proportionate share in the profits of associate companies based on the shareholdings, have been
included in the consolidated financial statement for the year ended 31 "March, 2024
3. THE CHANGE IN THE NATURE OF BUSINESS, IF ANY:
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 2023- 2024.
4. LISTING OF SHARES OF THE COMPANY
The Equity Shares of the Company continue to remain listed on BSE Limited (Security Code:
531878). The company has paid the due listing fees to BSE Limited for the financial year 2024-25 on
time.
5. CONSOLIDATED FINANCIAL STATEMENTS:
In accordance with the Companies Act, 2013, read with the Companies (Accounts) Rules, 2014 and
IND AS 28- Investment in Associates, the Audited Consolidated Financial Statements forms part of
this Annual Report
6. DIVIDEND
In order to preserve the profit and to utilize such amount in the business activities, Board of Directors
of your company does not recommend any dividend during the year 2023-24 under review. (Previous
year: Nil)
7. TRANSFER OF AMOUNTS TO INVESTOR EDUCATION & PROTECTION FUNDS (IEPF)
No amount is required to be transferred to the investor education & protection fund during the year.
8. TRANSFER OF AMOUNT TO RESERVES
The Company has transferred Rs. 966880/- to the NBFC Reserves as per requirement of the Directions
of the RBI to the NBFC Companies (Previous year RS. 3367500/-) except that no amount has been
transferred or withdrawn from the reserves by the Company.
9. CREDIT RATING
The company has not required credit rating.
10. NON PERFORMING ASSETS AND PROVISIONS
The company has ascertained NPA under Non-Banking Financial (Non deposit accepting or holding)
Company's Prudential norms (Reserve Bank) Directions, 2007, as amended from time to time, and
made adequate provisions there against. The company did not recognize interest income on such
NPAs. And also 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.
11. COMPLIANCE OF RBI GUIDELINES:
The company continues to comply with all the requirements prescribed by NBFC Companies from
time to time
12. ASSOCIATES/SUBSIDIARIES/JOINT VENTURES COMPANIES
The company has no Subsidiaries and Joint Ventures. Chamelidevi Flour Mills Pvt. Ltd. ceased to be
an associate of the company.
The company's previously substantial equity interest of 34.99% in Chamelidevi Flour Mills Pvt. Ltd.
has undergone a material reduction to a current holding of 19.30% during the fiscal year.
The Relevant detail as per Form AOC-1 is enclosed herewith as per Annexure - “A”.
13. DETAILS IN RESPECT OF FRAUD REPORTED BY AUDITOR’S UNDER SECTION 143(12)
OF THE COMPANIES ACT, 2013 OTHER THAN THOSE WHICH ARE REPORTABLE TO
THE CENTRAL GOVERNMENT:
During the year under review, Statutory Auditors have not reported, any instances of fraud committed
against your Company by its officers and employees to the Board, details of which would need to be
mentioned in the Board's Report under section 143(12) of the . Companies Act, 2013.
14. THE DETAILS ABOUT THE POLICY DEVELOPED AND IMPLEMENTED BY THE
COMPANY ON CSR {CORPORATE SOCIAL RESPONSIBILITY) INITIATIVES TAKEN
DURING THE YEAR:
Your company does not fall under the threshold limit as required under the provisions of Section 135
of Companies Act, 2013 and rules made there under, hence there was no requirement to constitute
CSR Committee as well formulate any policy thereof.
15. CRITERIA FOR DETERMINING QUALIFICATIONS, POSITIVE ATTRIBUTES,
INDEPENDENCE OF DIRECTOR AND OTHER MATTERS UNDER SECTION 178(3) OF
THE COMPANIES ACT, 2013:
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 Regulation 19 of SEBI (LODR) Regulations 2015. Policy of
the Company has been given at the website of the Company at anjanifin@rediffmail.com. The details
of the same are also covered in Corporate Governance Report forming part of this Annual Report.
16. 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
https://anjanifin.eom//uploads/images/MGT-7_Anjani.pdf
• 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.
17. STATEMENT INDICATING DEVELOPMENT AND IMPLEMENTATION OF A RISK
MANAGEMENT POLICY FOR THE COMPANY INCLUDING IDENTIFICATION
THEREIN OF ELEMENTS OF RISK:
The Company is primarily engaged in the business of Investment and Lending Activities and is
associated with the normal business risk of the market. Any change in the taxation and Industrial
policy by the Government may adversely affect the profitability of the Company. The Company is
having adequate internal control to monitor the financial transactions and the books of accounts are
being audited by the independent auditor of the Company.
18. 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 Rs. 10,00,000/- 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) Vigil Mechanism 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
Your Company has zero tolerance for sexual harassment at workplace. The Company has adopted a
Policy on Prevention, Prohibition and Redressal of Sexual Harassment at workplace in line with the
provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal)
Act, 2013 ('POSH Act') and the rules framed there under. All employees (permanent, contractual,
temporary, trainees) are covered under this policy. As per the requirement of the Sexual Harassment of
Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 ('Act') and Rules made there
under, your company has constituted Internal Complaints Committees (ICC). Statement showing the
number of complaints filed during the financial year and the number of complaints pending as on the
end of the financial year is shown as under:
|
Statements of compliant Received During the F.Y. 2023-24
|
|
No. of complaints pending at the beginning of Financial Year
|
|
|
No. of complaints received during the of Financial Year
|
|
|
No. of complaints disposed off during the of Financial Year
|
|
|
No. of complaints those remaining unresolved at the end of the of Financial Year
|
|
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
SEBI (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 2023-24 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 SEBI (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.
i) Policy of company for the appointment of Directors and their remuneration
Policy of company for the appointment of Directors and their remuneration is hosted on the website
(www.availablefinance.in) of the company as per the requirement of the section 178 of the Company
Act, 2013
19. 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. Mrs. Kalpana Jain (DIN
02665393) is a non-executive non-Independent director of company.
Mr. Sarthak Agrawal (DIN 09700883) 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 accordance with the provisions of Section 152 of the companies Act 2013 read with relevant
provisions of Articles of Association of the company, Mrs. Kalpana Jain will retire by rotation at the
ensuing Annual General meeting and being eligible offers himself for re-appointment. The Board
recommends her 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, re¬
appointed as directors in terms of section 164 of the Companies Act, 2013.
Independent Director Pursuant to the provision of the Companies Act, 2013, company is having two
Independent Director as on 31.03.2024, which are as follows: -
1. Mr. Ankur Agrawal
2 Mr. Sarthak Agrawal
CS Nasir Khan, a whole time Company Secretary of the company is designated as key managerial
personnel of the company as per the provisions of section 203 of the companies Act, 2013
20. NUMBER OF MEETINGS OF THE BOARD:
During the FY 2023-2, (Five) 5 Board meetings were convened and held 17.04.2023, 29.05.2023,
28.07.2023, 08.11.2023 and 05.02.2024. 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.
21. CAPITAL STRUCTURE AND FINANCE:
The Paid-up Equity Share Capital as on 31st March, 2024 is Rs. 10,14,33,000/- (Rupees Ten crore
fourteen lacs thirty three thousand only) divided into 1,01,43,300 (Rupees one crore one lacs forty
three thousand three hundred) Equity Shares of Rs. 10/- each. During the year under review, the
company has not issued any shares with differential voting rights nor granted stock options nor sweat
equity Shares as on 31st March, 2024. Further that there is no change in the share capital of the
company during the year under review
22. SIGNIFICANT/MATERIAL ORDERS PASSED BY THE REGULATOR OR COURT OR
TRIBUNALS
During the year Stock Exchange (BSE) imposed penalty of Rs. 5900/- (including GST) on the
company due to non- compliance of regulation 23(9) of SEBI (LODR) Regulations, 2015
Furthermore, 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.
23. INTERNAL AUDIT AND INTERNAL FINANCIAL CONTROL SYSTEM
The company has appointed an independent firm M/s Pallavi Jain & Company Chartered Accountants
(FRN 020689C) 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.
24. SECRETERIAL AUDIT AND 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 SMR & Associates Practicing Company Secretary, Indore to undertake the secretarial
audit of the company for the F.Y. 2023-24 in the meeting held on 29.05.2023. The secretarial audit
report for the F.Y. ended March 31, 2024 is annexed herewith as per Annexure - “F”. The said report
does not contain any material qualification, reservation or adverse remark.
But following observation made as under:
|
S.no
|
Particulars of Non- Compliances/ Observations
|
Remark/ Clarifications/
Explanations by company
|
|
01.
|
However, The Company comply with the provisions of BSE
Circular No. 20220801-24 Dated 01-08-2022 required to
digitally Sign on the announcement made to the Stock
Exchange (BSE), as they have not digitally signed the some
documents as mentioned in the Circular.
|
The Company comply with the
provisions of BSE Circular No.
20220801-24 Dated 01-08-2022
required to digitally Sign on the
announcement made to the
Stock Exchange (BSE).
|
|
02.
|
Statutory Auditor of the company reported that “As required by
Rule 11(g) of the Companies (Audit and Auditors) Rules, 2014,
as amended, we report that the Company has maintained an
inadequate audit trail as required by the Account Rules during
the current financial year but has subsequently ratified the non¬
compliance."
|
Company has complied the
Rule 11(g) of the Companies
(Audit and Auditors) Rules,
2014.
|
|
03.
|
During the review period Stock Exchange (BSE) imposed a
penalty of Rs. 5900/- Inc. GST on the company due to Non¬
Compliance of (Late filing of Related Party Transactions)
Regulation 23(9) of SEBI (LODR) Regulations, 2015. And
|
Due to technical issue the
company has late filed the
related party transactions.
|
25. APPOINTMENT OF THE STATUTORY AUDITORS AND EXPLANATIONS OR
COMMENTS ON QUALIFICATION, RESERVATION OR ADVERSE REMARK OR
DISCLAIMER MADE BY THE STATUTORY AUDITORS IN THEIR REPORT:.
At the 31stAnnual 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 Act, 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 2023-24.
The Report made by the Statutory Auditors of the Company on the Financial Statements of the
Company for the financial year ended 31st March 2024, read with the Explanatory Notes therein, are
self-explanatory and, therefore, do not call for any further explanation or comments from the Board
under section 134(3)(f) of the Companies Act, 2013.
Furthermore the Auditor Reported that "As required by Rule 11(g) of the Companies (Audit and
Auditors) Rules, 2014, as amended, we report that the Company has not maintained an adequate audit
trail as required by the Account Rules during the current financial year but has subsequently ratified
the non-compliance."
26. DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to section 134(5) of the Companies Act, 2013, the Board of Directors, to the best of its
knowledge and ability, confirm that:
a) In the preparation of the annual accounts for the year ended March 31st,2024, 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,2024 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.
27. 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.
28. STATEMENT INDICATING THE MANNER IN WHICH FORMAL ANNUAL
EVALUATION HAS BEEN MADE BY THE BOARD OF ITS PERFORMANCE AND THAT
OF ITS COMMITTEES AND INDIVIDUAL DIRECTORS:
Pursuant to the provisions of the companies Act, 2013 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.
The Board carried out an annual performance evaluation of the Board, Committees, Individual
Directors and the Chairperson. The Chairman of the respective Committees shared the report on
evaluation with the respective committees' members. The performance of each committee was
evaluated by the Board, based on report on evaluation receive committees. The report on performance
evaluation of the Individuals Directors was reviewed by the Board and feedback was given to
Directors.
29. 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 deposit in contravention of the provisions of the Companies Act, 2013
as well as RBI directions.
30. PARTICULARS OF EMPLOYEES:
The ratio of the remuneration of each director to the median employee's remuneration and other details
in terms of u/s 197(12) 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.
The Company is having only three employees on 31st March, 2024 and the particulars there of in terms
of remuneration drawn as per rule 5(2) read with rule 5(3) of Companies (Appointment and
remuneration of Managerial Personnel) Rules, 2014 as amended, is annexed with the report as
Annexure-D There are certain employees in the company, who were in the receipt of remuneration in
the F.Y. 2023-24 which in aggregate is in excess of that drawn by the whole-time director. Since they
do not hold any shares in the company, either by themselves or along with their spouse and dependent
children, the disclosure under rule 5 of Companies (Appointment and remuneration of Managerial
Personnel) Rule, 2014 is not required.
Further, there is no employee drawing remuneration of Rs. 8,50,000/- per month or 1,02,00,000/- per
year, therefore, the disclosure of particulars of employees as per reg. 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.
31. COMPLIANCE WITH SECRETARIAL STANDARDS:
Y our Company is in compliance with the Secretarial Standards specified by the Institute of Company
Secretaries of India.
32. PROVISION OF VOTING BY ELECTRONIC MEANS:
Your Company is providing E-voting facility under section 108 of the Companies Act, 2013 read with
Rule 20 of the Companies (Management and Administration) Amendment Rules, 2015. The ensuing
AGM will be conducted through Video Conferencing/OVAM, and no physical meeting will be held,
and your company has made necessary arrangements with CDSL to provide facility for remote e-
voting and e-voting at
33. 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.
34. 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.
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.
35. MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL
POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF
THE FINANCIAL YEAR OFTHE COMPANY TO WHICH THE FINANCIAL STATEMENTS
RELATE AND THE DATE OFTHE REPORT:
There have been no material changes and commitments, affecting the financial position of the
Company which had occurred between the end of the financial year of the Company to which the
financial statements relate and the date of the report.
36. 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.
37. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXHANGE
EARNING AND OUT GO
A. Conservation of Energy:
During the year under review the company has not taken any steps, towards conservation of
energy. However, the company will take necessary steps towards conservation of energy
whenever it feels necessary.
B. Technology Absorption
During the year under review the company has not taken any steps, towards technology
absorption. However, the company will take necessary steps towards technology absorption
whenever it feels necessary.
C. Foreign Exchange Earnings and Outgo
During the year foreign exchange and outgo of the Company as follows
|
Particulars
|
In USD
|
In Rs.
|
|
Foreign Currency Earning
|
Nil
|
Nil
|
|
Foreign Currency Outgo
|
Nil
|
Nil
|
The above foreign currency outgo was against import of goods & services and expenditure
during the year.
38. GENERAL DISCLOSURE:
Y our directors state that no disclosure or reporting is required in respect of the following items as there
were no transactions on these matters or were not applicable to the Company during the year under
review:
• Y our Company is not required to conduct the Cost Audit and is not required to maintain Cost Records
as specified under section 148 of the Companies Act, 2013.
• Y our Company has not filed any application or there is no application or proceeding pending against
the company under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year under
review.
• Your Company has neither announced any Corporate Action (buy back of securities, payment of
dividend declared, mergers and de-mergers, split and issue of any securities) nor failed to implement or
complete the Corporate Action within prescribed timelines.
• There were no voting rights exercised by any employee of the Company pursuant to. the section 67(3)
read with the Rule 16 of the Companies (Share Capital and Debenture) Rules, 2014.
• There was no instance of one-time settlement with any Bank or Financial Institution.
• There is no requirement to conduct the valuation by the bank and no value the time of one-time
Settlement during the period under review; •
• There were no revisions in the Financial Statement and Board's Report.
Following are the key features of ‘SWAYAM’. We would request you to publish the below text in
Annual Report of your Company to enable your shareholders take advantage of the same.
39. SWAYAM:
^SWAYAM’ is a secure, user-friendly web-based application, developed by “Link Intime India Pvt
Ltd.”, our Registrar and Share Transfer Agents, that empowers shareholders to effortlessly access various
services. We request you to get registered and have first-hand experience of the portal. This application
can be accessed at https://swavatTi.liiiicintime.cn.in Ý
* Effective Resolution of Service Request -Generate and Track Service Requests/Complaints through
SWAYAM.
* Features - A user-friendly GUI.
* Track Corporate Actions like Dividend/Interest/Bonus/split.
* PAN-based investments - Provides access to PAN linked accounts, Company wise holdings and
security valuations.
* Effortlessly raise request for Unpaid Amounts.
* Self-service portal — for securities held in DEMAT mode and physical securities, whose folios are
KYC compliant
* Statements - View entire holdings and status of corporate benefits.
* Two-factor authentication (2FA) at Login - Enhances security for investors.
40. 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.
By Order of the Board
Registered Office:
Anjani Finance Limited
CIN - L65910MP1989PLC032799 \ ' -----
The Agarwal Corporate House N.
5th Floor, 1, Sanjana Park (Mrs Kalpana Jain) (Sanjay Kumar Agarwal) _3
Adjoining Agarwal Public School Director Managing Director
Bicholi Mardana Road DIN: 02665393 DIN: 00023611
Indore-452011,
Madhya Pradesh, India
*
DATE: 12.08.2024
PLACE: INDORE
*
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