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
Profit/(Loss) brought forward from Previous year 64,48,300 55,56,062
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)