| The Members,
ANJANI FINANCE LIMITED
Dear Shareholders,
The Directors have pleasure in placing before you the 25th Annual
Report together with the Audited Accounts of the Company for the Year
ended as on 31st March, 2014.
FINANCIAL HIGHLIGHTS:-
During the year under review the financial performance of the Company
is as under: (In Rs.)
As on As on
Particulars 31.03.2014 31.03.2013
Income from operations 84,70,813 50,21,281
Profit / (Loss) before taxes 21,94,304 10,25,071
Less: Provision for Income Tax (2,16,900) 2,19,204
Add: Deferred Tax Assets 2,11,437 3,09,430
Profit/(Loss) after taxes 26,22,641 11,15,297
Less : Transfer to Statutory Reserve 5,24,528 2,23,059
Profit/(Loss) brought forward from
Previous year 64,48,300 55,56,062
Profit/(Loss) carried to Balance Sheet 85,46,413 64,48,300
DIVIDEND
To conserve the resources and to maintain liquidity, the Board has not
recommended declaration of any dividend for the year under review.
UNPAID/UNCLAIMED DIVIDEND
The Company does not have any outstanding unpaid/unclaimed dividend
which is required to be transferred to the Investors Education and
Protection funds as per the provision of Section 205C of the Companies
Act, 1956. The Company does not have any outstanding liability on
account of Interest and Principal on Deposits, Debentures or Share
Application Money.
SHARE CAPITAL STRUCTURE
There was no change in Number of shares and value of shares in the
Authorized, Issued, Subscribed and Paid up Share Capital Structure of
the Company.
BUY BACK OF EQUITY SHARES
The Company had not made any Buy Back of its paid up equity shares
during the year in terms of section 77A, 77AA and 77B of the Companies
Act 1956. Hence no specific disclosure is required to be made in this
report.
YEAR UNDER REVIEW
During the year Company has earned Rs. 84,70,813/- (Previous Year Rs.
50,21,281/-). After all Administrative Expenditure of Rs. 6,276,509/-
(Previous year Rs. 3,996,210/-) the company has a gross operational
profit of Rs. 2,194,304/- (Previous year gross profit of Rs. 1,025,071/-)
After making necessary adjustments for Deffered Tax, Fringe Benefit
tax, Your Company had a Net Profit for the year which is transferred to
balance sheet is Rs. 2,622,641/- (Previous year profit of Rs. 1,115,297/-).
DEMATERIALISATION OF SECURITIES
Your Company's equity shares are already admitted in the System of
Dematerialization by both the Depositories namely NSDL and CDSL. The
Company has already signed tripartite Agreement through Registrar and
Share Transfer Agent M/s Link Intime India Private Limited. The
Investors are advised to take advantage of timely dematerialization of
their securities. The ISIN allotted to your Company is INE283D01018.
Total Share dematerialized up to 31st March 2014 were 8632095 which
constitute 85.10% of total capital. Your Directors request all the
shareholders to dematerialize their shareholding in the company as
early as possible.
MANAGEMENT DISCUSSION AND ANALAYSIS REPORT
Management's discussion and perceptions on existing business, future
out look of the industry, future expansion and diversification plans of
the Company and future course of action for the development of the
Company are fully explained in a separate Para in Corporate Governance
Report in Annexure-A forming part of this report and also report on
Corporate Governance.
COMPLIANCE TO CODE OF CORPORATE GOVERNANCE
The Complete Report on Corporate Governance is given separately after
this report as Annexure-A.
DEPOSITS
During the year under review your company has neither invited nor
accepted any public deposit or deposits from the public as defined
under section 58A of Companies Act 1956.
DIRECTORS
During the year under review Mr. Chhotelal R. Pathak shall retire by
rotation at the ensuing Annual General Meeting as per the provisions of
Law. He is eligible for reappointment as director and has offered
himself for directorship of the company. The brief resume/details
relating to the Director who is proposed to be appointed/re-appointed
is furnished in notes to the Notice of the Annual General Meeting.
DIRECTORS' RESPONSIBLITY STATEMENT
Pursuant to the provisions of Section 134(5) of Companies Act, 2013
(Section, 217(2AA) of the Companies Act, 1956) your Directors declare
that:
i) In preparation of the annual accounts, as far as possible and except
to the extent if any accounting standards mentioned by the auditors in
their report as not complied with, all other applicable accounting
standards had been followed along with proper explanation relating to
material departures;
ii) The Directors had selected such accounting policies and applied
them consistently and made judgments and estimates that are responsible
and prudent so as to give a true and fair view of the state of affairs
of the company at the end of the financial year and after the profit or
loss of the company for that period;
iii) The Directors have taken proper and sufficient care for the
maintenance of the adequate accounting records in accordance with the
provisions of the Companies Act, 1956 for safeguarding the assets of
the Company and for preventing and detecting fraud and other
irregularities;
iv) The Directors had prepared the annual accounts on a going concern
basis.
v) The Directors, in the case of listed company, had laid down internal
financial control to be followed by the company and that such internal
financial controls are adequate and were operating effectively.
vi) The Director had devised proper system to ensure compliances with
the provisions of all applicable laws and that such systems were
adequate and operating effectively.
DECLARATION BY THE INDEPENDENT DIRECTORS: (Pursuant to Provisions of
section 149(6) of the Companies Act 2013).
All the Independent Directors of the Company do hereby declare that:
(1) All the Independent Directors of the Company are neither Managing
Director, nor a Whole Time Director nor a Manager or a Nominee
Director.
(2) All the Independent Directors in the opinion of the Board are
persons of integrity and possesses relevant expertise and experience.
(3) Who are or were not a Promoter of the Company or its Holding or
subsidiary or associate company.
(4) Who are or were not related to promoters or directors in the
company, its holding, subsidiary or associate company.
(5) Who has or had no pecuniary relationship with the company, its
holding, subsidiary or associate company or their promoters or
directors, during the two immediately preceding financial years or
during the current financial year.
(6) None of whose relatives has or had pecuniary relationship or
transaction with the company, its holding, subsidiary, or associate
company, or their promoters, or directors, amounting to two per cent or
more of its gross turnover or total income or fifty lakh rupees or such
higher amount as may be prescribed, whichever is lower, during the two
immediately preceding financial years or during the current financial
year.
(7) Who neither himself, nor any of his relatives,
(a) Holds or has held the position of a key managerial personnel or is
or has been employee of the company or its holding, subsidiary or
associate company in any of three financial years immediately preceding
the financial year in which he is proposed to be appointed.
(b) Is or has been an employee or proprietor or a partner, in any of
the three financial years immediately preceding the financial years in
which he is proposed to be appointed of
(i) A firm of auditors or company secretaries in practice or cost
auditors of the company or its holding, subsidiary or associate
company; OR
(ii) Any legal or a consulting firm that has or had any transaction
with the company, its holding, subsidiary or associate company
amounting to ten per cent, or more of the gross turnover of such firm;
(iii) Holds together with his relatives two per cent, or more of the
total voting power of the company; OR
(iv) Is a Chief Executive or director, by whatever name called, or any
non-profit organization that receives twenty five per cent or more of
its receipts from the Company, any of its promoters, directors or its
holding, subsidiary or associate company or that holds two per cent or
more of the total voting power of the company; OR
(v) Who possesses such other qualifications as may be prescribed.
INSURANCE
All the existing Properties of the Company have been adequately
insured.
STATUTORY AUDITORS
M/s. O.P. Bhandari & Co., present Statutory Auditors of the company
have given their letter of consent and confirmation under provisions of
Section 139(1) of Companies Act, 2013 read with Rule 4 and 6 of The
Companies (Audit and Auditors) Rules, 2014 (Section 224(1B) of the
Companies Act, 1956).for reappointment as Statutory Auditors of the
Company. As per rules, M/s. O.P. Bhandari is proposed to be appointed
as statutory auditors of the company for next 3 financial years. A
Suitable Resolution making their appointment as the Statutory Auditors
and fixing their remuneration is proposed to be passed at the Annual
General Meeting.
INTERNAL AUDITORS
In order to make proper compliance with the provisions of Corporate
Governance the company has established in house internal Audit
Department which is functioning under the close supervision and
direction of the Audit Committee and also in process of appointing the
internal Auditor M/s. SAP Jain and Associates, Indore, a firm of
Chartered Accountant from to time to time.
AUDITORS OBSERVATION
The Statutory Auditor of the company M/s. O.P. Bhandari & Co. has not
made any observation in their report which requires specific
information or clarifications from the Board of Directors in their
report. However, the notes to the accounts are self- explanatory in
nature.
FORMATION OF AUDIT COMMITTEE
The Company has formed the audit committee within the organization in
compliance to Section 177 of Companies Act, 2013 (section 292A of
Companies Act, 1956) and also in compliance with clause 49 relating to
corporate governance as per listing agreement and directors have formed
an Audit Committee within the organization consisting of 3 directors.
The area of operations and functional responsibilities assigned to the
committee are as per the guidelines provided in Clause 49 of the
Listing Agreement for implementation of code of corporate governance.
The committee meets at least once in a quarter and gives its report of
each meeting to the Board for its approval, record and information
purpose.
EMPLOYEES
There are no employees of the company who were in receipt of the
remuneration of Rs.60,00,000/- in the aggregate if employed for the year
and in receipt of the monthly remuneration of Rs. 5,00,000/- in the
aggregate if employed for a part of the year under review. Hence the
information required under Section 217 (2A) of the Companies Act, 1956
read with the Companies (Particulars of Employees), Rules, 1975 and
Companies (Particulars of Employees) Amendment Rules, 2011 is not
applicable to the Company.
STATUTORY INFORMATION
The Information required to be disclosed in the report of the Board of
Directors as per the provisions section217 (1)(e) of the Companies
Act-1956 and the Companies (Disclosure of Particulars in the Report of
Board of Directors) Rules 1988 regarding the conservation of energy,
technology absorption, foreign exchange earnings and outgo, etc. are
not applicable to the Company as your company is a Non Banking
Financial Company.
MATERIAL CHANGES
The Company changed its Registered Office from State of Gujarat to the
State of Madhya Pradesh via Postal Ballot with effect from 30th April
2014. Other than this, no material changes have taken place after
completion of the financial year up to the date of this report which
may have substantial effect on business and finances of the company.
APPRECIATION
Your Directors take this opportunity to acknowledge the trust reposed
in your company by its Shareholders, Bankers and Clients. Your
Directors also keenly appreciate the dedication & commitment of all our
employees, without which the continuing progress of the company would
not have been possible.
On Behalf of the Board of Directors
Of Anjani Finance Limited
(Satish Dhangar) (Chhotelal Pathak)
DATE :26.05.2014 Managing Director Director
PLACE: Indore (DIN: 06594368) (DIN: 00505184)
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