Dear Members,
ANJANI FINANCE LIMITED
The Agarwal Corporate House, 5th Floor, 1, Sanjana Park, Adj. Agarwal Public School,
Bicholi Mardana Road Indore (M.P.) 452016
Your Directors are pleased to present the 36th Annual Report and the
Company's Audited Financial Statement for the Financial Year ended March 31st,
2025. 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 :
The Company's financial performance, for the year ended March 31st, 2025 is
Summarized Below: (Amount in 000')
PARTICULARS |
2025-24 |
2023-24 |
Total earning |
11049.05 |
12700.29 |
Profit before Depreciation, Interest & o ther |
7311.47 |
9241.04 |
adjustments |
|
|
Less : Finance Cost |
1245.55 |
3139.18 |
: Depreciation |
43.07 |
55.36 |
Profit Before Tax |
5026.20 |
6046.50 |
Less :Earlier Year Expenses |
|
|
:Provision FOR Current Year Tax |
1576.35 |
1172.83 |
:Deferred Tax Provided (Written Back) |
-193.43 |
39.27 |
Profit for the year |
4639.93 |
4834.40 |
Current Year Share of Associates |
- |
- |
Consolidated Profit & Loss |
- |
- |
APPROPRIATIONS : |
|
|
Transfer to NBFC Reserve |
(927.99) |
(966.88) |
Balance carried to Balance Sheet (Retained earnings) |
38313.50 |
34601.56 |
EPS (Basic & Diluted) (in Rs. ) on Equity Shares of |
0.46 |
0.48 |
Rs. 10/- |
|
|
2. PERFORMANCE OF THE COMPANY
During the year the Company has achieved a turnover of 90.00 Lakhs as against turnover
of 127.00 Lakhs in the previous year registering a decreased of 29.3%. The overall
performance remains satisfactory. Profit for the year has decreased by (0.24) Lakh which
is Rs. 60.225 as compared to Rs 60.465 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, 2025
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 2024- 2025.
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 2025-26 on time.
5. 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 2024-25
under review. (Previous year: Nil)
6. 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.
7. TRANSFER OF AMOUNT TO RESERVES
The Company has transferred Rs. 927982/- to the NBFC Reserves as per requirement of the
Directions of the RBI to the NBFC Companies (Previous year RS. 966880/-) except that no
amount has been transferred or withdrawn from the reserves by the Company.
8. CREDIT RATING
The company has not required credit rating during the year
9. 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.
10. COMPLIANCE OF RBI GUIDELINES:
The company continues to comply with all the requirements prescribed by NBFC Companies
from time to time
11. ASSOCIATES/SUBSIDIARIES/JOINT VENTURES COMPANIES
The company has no Subsidiaries and Joint Ventures.
12. 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.
13. 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.
14. 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.
15. 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 n o MGT-7 . is annexed is
https://anjanifin.com//uploads/images/MGT-7_anjani_web_site.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.
16. 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.
17. 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 1
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. 2024-25 |
|
No. of complaints pending at the beginning of Financial Year |
|
|
0 |
No. of complaints received during the of Financial Year |
|
|
1 |
No. of complaints disposed off during the of Financial Year |
|
|
0 |
No. of complaints those remaining unresolved at the end of the of
Financial Year |
|
|
1 |
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
2024-25 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 p
arty transactions. The details o f the same are p o sted 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
18. 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 a non-executive non-Independent
director of the company. Mrs. Kalpana Jain (DIN 02665393) is a Managing 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, Mr. Sanjay Kumar Agarwal 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 o f 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. Independent Director Pursuant to the provision
of the Companies Act, 2013, company is having two Independent Director as on 31.03.2025,
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, has resigned w.e.f 05.08.2025 and CS Utsav Agarwal has been appointed a whole
time Company Secretary of the company w.e.f 05.08.2025 in his place.
19. NUMBER OF MEETINGS OF THE BOARD:
During the FY 2023-2, (Five) 5 Board meetings were convened and held 29.05.2024,
12.08.2024, 25.10.2024, 13.12.2024 and 10.02.2025. 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.
20. CAPITAL STRUCTURE AND SHARE CAPITAL:
The Paid-up Equity Share Capital as on 31st March, 2025 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 31 st
March, 2025. Further that there is no change in the share capital of the company during
the year under review
21. SIGNIFICANT/MATERIAL ORDERS PASSED BY THE REGULATOR OR COURT OR
TRIBUNALS
During the year Stock Exchange (BSE) imposed penalty of Rs. 41300/- (including GST) on
the company due to late compliance of regulation 33 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.
22. 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.
23. 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. 2024-25 in the meeting held on
29.05.2024. The secretarial audit report for the F.Y. ended March 31, 2025 is annexed
herewith as per Annexure F. The said report does not contain any material
qualification, reservation or adverse remark except the following:-
But following observation made as under:
S.no Particulars of Delay-submission / Observations |
Remark/ Clarifications/ |
|
Explanations by company |
During the review period Delay-submission of the Statement |
|
01. |
Due to our side company is |
of Impact Audit Qualification for the year ended |
|
|
not enclosed the Statement of |
31.03.2024. alongwith the financial results within the period |
|
|
Impact Audit Qualification for |
prescribed under this regulation. BSE levied penalty 35000 |
|
|
the year ended 3 1 . 03.2024. |
+ 6300 (18% GST) Total Rs. 41300/-. The Company has |
|
along with financial result |
complied and paid the penalty as per BSE's directive. |
|
|
thereafter company ratify with |
|
penalty with BSE |
Further, the Board of directors of the Company on the recommendation of the Audit
Committee, at its meeting ,has recommended the members to approve the appointment of M/s
SMR & Associates Practicing Company Secretaries, (FCS:6841 ; CP: 26061) to conduct
Secretarial Audit for the consecutive 5 (five) years from the conclusion of the 36th
AGM till the conclusion of the 41st AGM to be held in the calendar year 2030.
Mr. Mohd. Raees Sheikh, Proprietor of the M/s SMR & Associates, Company Secretaries
has consented to act as the Secretarial Auditor of the Company and confirmed that his
appointment, if approved, would be within the limits prescribed under the Companies Act,
2013 and SEBI LODR Regulations. He has further confirmed that he is not disqualified to be
appointed as the Secretarial Auditor under the applicable provisions of the Act, rules
made thereunder, and SEBI Listing Regulations.
24. 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:.
The 2nd term of 5 (five) consecutive years of M/s Mahendra Badjatya &
Co, Chartered Accountants, (F.R.NO: 001457C), Indore as Statutory Auditors of the Company
will expire at the conclusion of ensuing 36th Annual General Meeting (AGM).
Accordingly, in terms of provisions of section 139 of the Companies Act, 2013 the Audit
Committee and Board recommends the appointment of M/s. SAP Jain & Associates (FRN:
019356C), Chartered Accountants, Indore as the Statutory Auditors of the Company to hold
office of the Auditors for a first term of 5 (Five) consecutive years from the conclusion
of 36th AGM till the conclusion of 41st Annual General Meeting to be
held in the year 2030 in place of the existing retiring auditor M/s Mahendra Badjatya
& Co, Chartered Accountants, (F.R.NO: 001457C) on such remuneration as may be mutually
decided by the Auditors and Board. As required under Regulation 33(1)(d) of the SEBI
(LODR) Regulation, 2015, the proposed auditor has confirmed that they hold a valid
certificate issued by the Peer Review Board of the Institute of Chartered Accountants of
India.
The Auditors Report and the Notes on financial statement for the year 2024-25 referred
to in the Auditor's Report are self-explanatory and do not contain any qualification,
reservation or adverse remark, therefore, do not call for any further comments.
25. 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,2025,
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,2025 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.
26. 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.
27. STATEMENT INDICATING THE MANNER IN W HICH 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.
28. 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.
29. 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, 2025 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. 2024-25 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.
30. COMPLIANCE WITH SECRETARIAL STANDARDS:
Your Company is in compliance with the Secretarial Standards specified by the Institute
of Company Secretaries of India. 31. 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 32. 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.
33. 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.
34. 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.
35. 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.
36. 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.
37. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS
Details of loans granted, guarantee provided and investment made by the Company which
are covered under the provisions of Section 186 of the Act, is provided in Notes forming
part of Financial Statements and hence not repeated here.
38. EXTRACT OF ANNUAL RETURN
In accordance with Section 92(3) of the Act, a copy of the Annual Return is available
on the website of the Company
https://anjanifin.com//uploads/images/MGT-7_anjani_web_site.pdf
39. GENERAL DISCLOSURE:
Your 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:
Your 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.
Your 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. o
There is no requirement to conduct the vaiuation by the bank and no value the time
of one-time Settlement during the period under review; .
o 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 your enable sharehotJ..r tu[. advantage oitn"
ru*".
40. SWAYAM:
_'SWAYAM'is a secure, user-friendly web_based application, developed by ,,MUFG Intime
India pvt
Ltd'", our Registrar and Share Transfei
Agents, that empowers shareholders to effortlessly access various services' we request
you to get registerei and have first-hand experience of the portal. This application can
be accessed at htto_s
: //swrya m. l-n. m p m s_. m_u f g.-Qo.lIl
of Service Request -Generate and Track service Requesrs/complaints through
'
3ff;+NT'esolution
o
Features - A user-friendly GUI. r Track corporate Actions like
Dividend/Interest/Bonus/sprit.
o PAN-based investments - Provides access to PAN
linked accounts, company wise holdings and security valuations.
o Effortlessly
raise request for Unpaid Amounts.
' S-elf-service portal - for securities held in DEMAT mode and
physical
securities, whose folios are KYC compliant.
o Statements -
view entire holdings and status of corporate benefits.
. Two-factor authentication
(2FA) at Login - Enhancls security for investors.
4I. ACKNOWLEDGEMENT
The Board of Directors places its sincere gratitude for the assistance and co-operation
received
Banks' from customers and Shareholders. The Directors take the opportunity to express
their sincere appreciation for the dedicated services ofthe
Executives and staffs for their contribution to the overall performance of
the company.
By Order of the Board
| Registered Office: |
|
|
AnjaniFinance Limited |
|
|
crN - L659 I oMP I 989PLC0327 99 |
|
|
|
|
1 |
| The Agarwal Corporate House |
t V*" |
|
| 5th Floor, l, Sanjana park |
(Mrs |
|
|
Kalpana Jain) |
(Sanjay Kumar Agarwal) |
| Adjoining Agarwal public School |
|
|
|
Managing Director |
Director |
| Bicholi Mardana Road |
|
|
|
DIN: 02665393 |
DIN: 00023611 |
| Indore-45201 l, |
|
|
| Madhya Pradesh, India |
|
|
DATE: 30.08.2025
PLACE: INDORE