To
Dear Members of,
Available Finance Limited
Indore (M.P.)
Your Board of directors are pleased to present their 33rd
Annual Report of your Company along with the Audited Financial Statements (Standalone
and Consolidated) for the financial year ended 31st March 2025.
Your directors submit the following particulars/disclosures and
information as required under provisions of 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 there under.
1. Financial Summary and Highlights:
in 000 Except EPS)
PARTICULARS |
Standalone |
Consolidated |
2024
25 |
2023
24 |
2024
25 |
2023
24 |
Revenue
from Operation |
5,667.40 |
5,464.87 |
5,667.40 |
5,464.87 |
Other
Income |
0.99 |
15.77 |
0.99 |
15.77 |
Total
Income |
5,668.39 |
5480.64 |
5,668.39 |
5480.64 |
Profit/loss
before Depreciation, Finance Costs, Exceptional items and Tax Expense |
3,005.69 |
2,919.55 |
3,005.69 |
2,919.55 |
Less:
Depreciation/ Amortisation/ Impairment |
17.43 |
10.86 |
17.43 |
10.86 |
Profit
/loss before Finance Costs, Exceptional |
2,988.26 |
2,908.69 |
2,988.26 |
2,908.69 |
items
and Tax Expense |
|
|
|
|
Less:
Finance Costs |
0.00 |
0.00 |
0.00 |
0.00 |
Profit
/ loss before Exceptional items and Tax Expense |
2,988.26 |
2,908.69 |
2,988.26 |
2,908.69 |
Add/(less):
Exceptional items |
0.00 |
0.00 |
0.00 |
0.00 |
Profit
/loss before Tax Expense |
2,988.26 |
2,908.69 |
2,988.26 |
2,908.69 |
Less:
Current Tax |
740.00 |
700.00 |
740.00 |
700.00 |
Add
/Less: Deferred Tax |
(0.80) |
0.10 |
(0.80) |
0.10 |
Add/Less:
Adjustment in respect of Current |
(4.64) |
(121.60) |
(4.64) |
(121.60) |
Tax
of Prior Years |
|
|
|
|
Profit
/Loss for the Year (1) |
2,253.70 |
2330.19 |
2,253.70 |
2330.19 |
Share
in Profit of Associate (2) |
0.00 |
0.00 |
10,39,813.29 |
11,85,919.74 |
Total
Other Comprehensive Income/loss (3) |
1,271.41 |
519.59 |
67,333.38 |
4,0248.21 |
Total
Comprehensive Income (1+2+3) |
3,525.11 |
2,849.78 |
11,09,400.37 |
12,28,498.15 |
EPS:
(Basic & Diluted) (In ^) on equity shares of ^ 10/ each |
0.22 |
0.23 |
102.13 |
116.45 |
2. Performance of the company:
During the year under review, the Company achieved a turnover of ^
56.67 Lakhs as against a turnover of ^ 54.65 Lakhs in the previous year registering an
increase by 3.71%. Further, Net Profit for the year has decreased by 3.28% which is ^
22.54 Lakhs as compared to ^ 23.30 Lakhs in the previous year.
A proportionate share in the profits of associate companies based on
the shareholdings in such companies, have been included in the consolidated financial
statement.
3. The State of the Company's Affairs:
Your company is an un registered Non DepositTaking Core Investment
Company (NBFC ND CIC) and is following the various regulations as applicable to the
unregistered CIC as required by the RBI directions/guidelines as may be applicable from
time to time.
Your company makes investment in equity shares and provides loans and
advances to the Group companies and earns interest income/dividend from such
loans/investments from such Group Companies.
4. Dividend:
In order to preserve the profit and to utilize such amount in the
business activities, your Board of directors does not recommend any dividend during the
year 2024 2025 under review. (Previous year: Nil)
5. The Amount Proposed to Carry to any Reserves:
The Board of directors of your Company has decided not to transfer any
amount to the General Reservesfor the financial year ended 31st March 2025,
however, the Company has transferred amount ^4.51 Lakhs to the NBFC Reserves as per
directions issued by RBI to the NBFC Companies. (Previous year: ^4.66 Lakhs)
6. 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.
7. The Names of the Companies which have become or
ceased to be its Holding, Subsidiaries. Joint Ventures or Associate Companies during
the Year:
None of the Company have become or ceased to be its Holding, Joint
Ventures or Associate Company(ies) during the year under review.
Details of Holding and Associates of the Companyat the time of
closureof Financial year are as follows:
Sl.
No Name of Company |
Country of Incorporation |
Reg. No./CIN |
Nature |
Relevant Section |
% of Shareholding |
1.
Agarwal Coal Corporation Private Limited |
India |
U23109MP2000PTC014351 |
Associate |
2(6) |
32.63% |
2.
Agarwal Fuel Corporation Private Limited |
India |
U45203MP1980PTC001674 |
Associate |
2(6) |
43.55% |
3.
Archana Coal Private Limited |
India |
U01122MP1991PTC006664 |
Holding |
2(46) |
57.22% |
8. Report on the Highlights of Performance of Subsidiaries. Associates
and Joint Venture Companies and their Contribution to the Overall Performance of the
Company during the year under review:
In accordance with the provisions of Section 129(3) of the Companies
Act, 2013 read with the Companies (Accounts) Rules, 2014, a report on the performance and
financial position of each of the Associates is provided, in the prescribed Form AOC 1,
in Annexure 'A'is enclosed to this Report.
9. Non Performing Assets and the Provisions
thereof required:
Your 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.
10. Compliance of RBI Guidelines:
Your Company continues to comply with all the requirements prescribed
by the RBI for the NBFC Companies (Unregistered Core Investment Company) from time to
time.
11. 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:
i. In the preparation of the Annual Accounts for the Financial Year
ending on 31st March, 2025, the applicable accounting standards have been
followed along with proper explanation relating to material departures, if any;
ii. the accounting policies selected have been applied consistently,
and judgements and estimates are made that are reasonable and prudent, so as to give a
true and fair view of the state of affairs of your Company as at 31stMarch 2025
and of the profit of your Company for the year ended on that date;
iii. proper and sufficient care has been taken for the maintenance of
adequate accounting records, in accordance with the provisions of the Act for safeguarding
the assets of your Company, and for preventing and detecting fraud and other
irregularities;
i v. Annual Accounts for the Financial Year 2024 25 have been prepared
on a 'going concern' basis;
v. the Directors have laid down proper internal financial controls, and
that such internal financial controls are adequate and were operating effectively;
vi. the Directors have devised proper systems to ensure compliance with
the provisions of all applicable laws, and that such systems were adequate and operating
effectively.
12. 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 33rdAnnual
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 33rd AGM till the conclusion of 38th 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.
13. Secretarial Auditor& Secretarial Audit
Report:
Pursuant to the provisions of section 204 of the Companies Act, 2013
and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 the
Board has appointed M/s Ishan Jain & Co., Company Secretaries, (FRN: S2021MP802300;
FCS: 9978; CP: 13032) Indore conducting Secretarial Audit for the financial year 2024 25.
The Secretarial Audit Report for the financial year ended 31stMarch
2025 in Form MR 3 is attached as "Annexure B" and
forms part of this Report. The Report of the Secretarial Auditor does not contain any
qualification, reservation or adverse remark except the following: Secretarial Auditor
Qualification:
1) It is observed that the Special Contingency Insurance Policy
obtained by the company was expired on 15/ 02/2025, which has not renewed as required
under Para 5 of SEBI Cir. No. SEBI/HO/MIRSD/MIRSD_RTAMB/ P/CIR/2022/70 dtd. 25.05.2022.
Board Observation
1) The Management would like to inform that, as on the date of issuance
of the Secretarial Audit Report, the Insurance company was in process to issue new Bundled
Insurance Policy with other items as required under the Companies Act, 2013 due to which,
the company cannot renew the above stated Insurance policy.
Further, the Board of directors of the Company on the recommendation of
the Audit Committee, at its meeting held on 29th May, 2025has recommended the
members to approve the appointment of M/s Ishan Jain & Co., Company Secretaries, (FRN:
S2021MP802300; FCS: 9978; CP: 13032) to conduct Secretarial Audit for the consecutive 5
(five) years from the conclusion of the 33rdAGM till the conclusion of the 38thAGM
to be held in the calendar year 2030.
Mr. Ishan Jain, Proprietor of the Ishan Jain & Co., 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.
14. Internal Auditors and Internal Audit Report:
The Board had appointed M/s. VSK & Company (Firm Registration
Number: 000837C, Practicing Chartered Accountants as an Internal Auditor of the Company
for the Financial Year 2024 25.
The internal auditor reports their findings to the audit committee of
the Board. The audit functionmaintains its independence and objectivity while carrying out
assignments. It evaluates on a continuous basis, the adequacy and effectiveness of
internal control mechanism with the 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. The company has also taken steps
to check the performance of the functional employees of the company at branch level.
15. Cost Auditors and Cost Audit Report:
Since the company is not carrying out any manufacturing activities,
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 and not required to
conduct cost audit during the year under review.
16. 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, theAuditors of the Company have not
reported, any instances of fraud committed against your Company by its officers and
employees to the Board, hence no disclosures is required to be given for those purposes.
17. 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 the Companies Act, 2013 and rules made there under, hence
there was no requirement to constitute CSR Committee as well as formulate any policy
thereof.
18. Number of Meetings of the Board:
During FY 2024 25, 5 (Five) Board Meetings were convened and
held. The intervening gap between the meetings was within the period prescribed under the
Companies Act, 2013 along with their rules, Secretarial Standard and the SEBI (LODR)
Regulations, 2015. The details of the Board meetings held during the year along with the
attendance of the respective directors there are set out in the Corporate Governance
Report forming part of this Annual Report.
19. Corporate Governance & Management
Discussion and Analysis:
Regulation 34 read with Schedule V of SEBI (LODR) Regulations, 2015 and
the Companies Act, 2013, the corporate governance report, management discussion and
analysis, certificate from Practicing Company Secretary regarding non disqualification,
debarred for being appointment or continue to be appointed and the auditor's certificate
regarding compliance of conditions of corporate governance is enclosed herewith as per Annexure
C.
20. Web Address for Placing Annual Return:
Pursuant to Section 92(3) read with Section 134(3)(a) of the Companies
Act, 2013 read with Rule 12 of the Companies (Management and Administration) Rules, 2014,
the Annual Return as on 31st March, 2025 can be accessed on the website of
Company at following link:http://www.availablefinance.in/Disclosures.php
21. Disclosure of Codes, Standards, Policies and
Compliances there under: a. Know Your Customer and Anti Money Laundering Measure Policy:
Your company has a Board approved Know Your Customer (KYC) and Anti
Money Laundering measure policy (AML) in place and adheres to the said policy. The said
policy is in line with the RBI Guidelines.
The Company also adheres 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 1
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 avis 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 (LODR) Regulations 2015, for its Board of Directors 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. The certificate
of Management is attached with the Report in the Corporate Governance section.
d. Code for 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 had adopted a robust Vigil Mechanism 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
thewebsiteoftheCompanvat(http:// www.availablefinance.in/Policv.php) and attached
the same as Annexure D to this report.
f. Prevention, Prohibition and Redressal of Sexual Harassment of Women
at workplace
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:
Category |
No. of complaints pending at the beginning of F.Y. 2024 25 |
No. of complaints filed during the F.Y. 2024 25 |
No. of complaints filed during the F.Y. 2024 25 |
No. of complaints pending over 90 days |
Sexual
Harassment |
Nil |
Nil |
Nil |
Nil |
Since, there was no complaint received during the year, which is
appreciable as the management of the company endeavor efforts to provide safe environment.
Total Strength of the Employees as on 31stMarch, 2025 is as
follows:
Sl.
No. Particulars |
Permanent |
Contractual |
Total |
1.
Male |
03 |
00 |
03 |
2.
Female |
00 |
00 |
00 |
3.
Transgenders |
00 |
00 |
00 |
g. Nomination, Remuneration and Evaluation policy
(NRE Policy)
The Board has, on the recommendation of the nomination and remuneration
committee framed a remuneration policy as prescribed under the provisions of section 178
of Companies Act, 2013 and Regulation 19 of SEBI (LODR) Regulations, 2015. Policy of the
Company is available at the website of the Company at (http://www.availablefinance.in/Policv.php)
h. Related Party Transactions and itsPolicy
Transactions entered with related parties as defined under section
188(1) of the Companies Act, 2013 during the financial year were in the ordinary course of
business and on an arm's length basis and were not material. Therefore, the requirement to
attach Form AOC 2 is not applicable. For further details, please refer to the relevant
notes to the Standalone Financial Statements which forms part of this Annual Report.
Pursuant to provisions of Regulation 23 of the SEBI (LODR) Regulations,
2015. The company has material related party transactions which are regular in nature and
are in ordinary course of business and pursuant to the provisions contained in the SEBI
Master Circular No SEBI/HO/CFD/PoD2/CIR/P/0155 dated 11th Nov., 2024, the
company has taken approval of members in the General Meeting held on 27th day
of September, 2023 and the validity of the said approval of members is for a period of 1
(one) year and your board of directors are further proposing for the approval of Material
Related Party Transactions pursuant to Reg. 23 of the Listing Regulations in the ensuing
General Meeting.
The related party transaction policy formulated by the company defines
the materiality of related party transactions and lays down the procedures of dealing with
related party transactions. The details of the same are posted on the Company's website (http://www.availablefinance.in/Policy.php)
All Related Party Transactions are placed before the Audit Committee
and were duly approved as may be required.
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 Companies Act, 2013.
22. Confirmation regarding Compliance with the
Maternity Benefit Act, 1961
As there are no female employees in the Company, therefore, the
provisions of the Maternity Benefit Act, 1961 are not presently applicable. However, the
Company affirms its commitment to comply with the provisions of the Maternity Benefit Act,
1961 as and when female employees are engaged.
23. Criteria for determining qualifications,
positive attributes, independence of a 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 http:/ /www.availablefinance.in/Policy.php. The details
of the same are also covered in the Corporate Governance Report forming part of this
Annual Report.
24. Particulars of Loans, Guarantees. Security or
Investments u/s 186 of the Companies Act, 2013:
Your Company is an Unregistered Core Investment Company and has
business of granting loans and making investment, therefore, the provisions of section 186
of the Companies Act, 2013 and the rules made there under are applicable to the company.
The Company has passed a special resolution in its 30th Annual General Meeting
held on 20th day of September, 2022 pursuant to Section 186 of the Companies
Act, 2013.
The Company has made certain investments and provided loans to certain
corporate during its ordinary course of business during the year under review, details of
which can be reviewed in the Financial Statements of the company. The disclosure by way of
an statement of the loans, advances, investments made by the Company is enclosed as Annexure
E attached with this Board Report.
25. 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 has adequate internal control to monitor the
financial transactions and the books of accounts are being audited by the independent
auditor of the Company.
26. Material Changes and Commitments, if any, affecting the
Financial Position of the Company which have Occurred between the End of the Financial
Year of the Company to which the Financial Statements Relate and the Date of the Report:
There have been no material changes and commitments affecting the
financial position of the Company which occurred between the end of the financial year of
the Company to which the financial statements relate and the date of the report.
27. Details of Significant and Material Orders
Passed by the Regulators or Courts or Tribunals impacting the Going Concern Status and
Company's Operations in Future:
There have been no Significant and Material Orders Passed by the
Regulators or Courts or Tribunals impacting the Going Concern Status and Company's
Operations in Future during the period under review.
28. Listing of Shares of the Company:
The Paid up Equity Share Capital as on 31st March, 2025 is ^
10,20,37,000/ divided into 1,02,03,700 Equity Shares carrying voting rights of ^ 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 2025.
The Equity Shares of the Company continue to remain listed on BSE
Limited (Security Code: 531310) and frequently traded by the investors at main board of
BSE Ltd. The company has paid the annual charges to the Depositories and has paid the
listing fees to BSE Limited for the financial year 2025 26.
29. The conservation of energy, technology
absorption, foreign exchange earnings and outgo:
A. Conservation of Energy:
The operations of the Company are not energy intensive. However,
adequate measures are being taken to reduce energy consumption through efficient usage of
office equipment and digital communication. The Company continues to adopt energy saving
practices wherever applicable.
B. Technology Absorption:
The Company does not undertake any manufacturing activity requiring
technology absorption. However, it uses modern financial software and IT infrastructure to
enhance operational efficiency and customer service. The Company remains updated with
technological advancements relevant to the NBFC sector.
C Foreign Exchange Earnings and Outgo
a. Foreign Exchange Earnings: Nil
b. Foreign Exchange Outgo: Nil
30. Statement indicating the manner in whichFormal
Annual Evaluation has been made by the Board of its performance and that of its
Committees and Individual Directors:
The Company has devised a policy for performance evaluation of the
Board, Committees and other individual Directors (including Independent Directors) which
include criteria for performance evaluation of Non executive Directors and Executive
Director. The evaluation process inter alia considers attendance of Directors at Board and
committee meetings, acquaintance with business, Communicating inter se board members,
effective participation, domain knowledge, compliance which code of conduct, vision and
strategy. Pursuant to the provisions of the Companies Act, 2013 and Regulation 25(4) of
SEBI (LODR) Regulations 2015, 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 received from committees.
The report on performance evaluation of the Individuals Directors was
reviewed by the Board and feedback was given to Directors
31. The Change in the Nature of Business, if any:
There was no change in the nature of business of the company during the
year under review.
32. Details of Directors or Key Managerial
Personnel:
a. Directors and KMPs:
During the period under review,the following changes were madeto the
composition of Board of Directors of the company:
Ms. Priyanka Jha (DIN: 07347415) Independent director has resigned from
the Board w.e.f 12th August, 2024 due to her personal reasons as provided in
her resignation letter;
Mr. Aseem Trivedi(DIN: 01244851) Independent director has resigned from
the Board w.e.f 12th August, 2024 due to his pre occupation as provided in his
resignation letter;
Mr. Sahive Alam Khan (DIN: 09179685) Independent director has resigned
from the Board w.e.f 12th August, 2024 due to his Other Commitments as provided
in his resignation letter;
On the recommendation of the Nomination and Remuneration Committee, the
Board of directors at their meeting held on 12th August, 2024 has appointed Mr.
Dhawal Bagmar (DIN: 10217380); Mr. Pradhumn Pathak (DIN: 10697083) and Ms. Apoorva Jain
(DIN: 10714927) as the Additional Director under the category of Non Executive Independent
Director of the company w.e.f 12th August, 2024 for the term of 5 (Five)
Consecutive years which was duly confirmedby the members at their 32nd Annual
General Meeting held on 20 September, 2024.
b. Changes in Directors and KMP after the closure of the Financial Year
but before the approval of this Report: Nil
c. Independent Director:
Pursuant to the provision of the Companies Act, 2013 and Regulation
17(1)(b) of SEBI (LODR) Regulations, 2015, company is having 3 (Three) Independent
Directors including 1 (one) Woman Independent Director as on 31st March, 2025,
which are as follows:
Mr. Dhawal Bagmar (DIN: 10217380)
Mr. Pradhumn Pathak (DIN: 10697083)
Ms. Apoorva Jain, Women Director (DIN: 10714927)
d. Statement on Declaration by Independent Directors under section
149(6) of the Companies Act, 2013:
The Company have received necessary declaration from all the
Independent Directors as required under section 149(6) of the Companies Act, 2013
confirming that they meet the criteria of Independence as per Regulation 16(1)(b) of SEBI
(LODR) Regulation, 2015 and the Companies Act, 2013. In the Opinion of the Board, all the
independent directors fulfill the criteria of independencewith regard to integrity,
expertise and experience (including the proficiency) as required under the Companies Act,
2013 and the SEBI (LODR) Regulations, 2015. All the Independent Directors are also
registered with the databank maintained by the IICA as per the requirement of the
Companies Act, 2013.
e. Opinion of the Board regarding integrity,
expertise and experience including the proficiency of the Independent Directors appointed
during the year:
Mr. Dhawal Bagmar (DIN: 10217380), Mr. Pradhumn Pathak (DIN: 10697083)
and Ms. Apoorva Jain, Women Director (DIN: 10714927) were appointed as
IndependentDirectors of the Company during the year under review and have expertise and
proper experience including proficiency as ascertained from the online proficiency self
assessment test conducted by IICA.
f. Directors seeking confirmation/re appointment in the ensuing General
Meeting:
Re appointment of Mr. Rakesh Sahu (DIN: 08433972)Whole time Director
and CFO, as a Director is
liable to retire by rotation in the ensuing Annual General Meeting.
33. Committee of the Board:
The Company has duly constituted the following Committee as per the
provisions of the Companies Act, 2013 and SEBI (LODR) Regulations, 2015.
a. Audit Committee
b. Stakeholder Relationship Committee
c. Nomination and Remuneration Committee.
A detailed note on the Board and its committees is provided under the
Corporate Governance Report section in this report.
34. Deposits Covered Under Chapter V of the
Act, 2013:
a. Accepted during the year: Nil
b. Due and remained unpaid or unclaimed as at the end of the year: Nil
c. Outstanding Amount at the end of year (In Lakh): Nil
d. Whether there has been any default in repayment of deposits or
payment of interest thereon during the year and if so, number of such cases and the total
amount involved: Nil
35. Deposits which are not in Compliance with the
Requirements of Chapter V of the Companies Act, 2013:
During the year ender review, the Company has not accepted any deposits
which are not in compliance of the (Companies Acceptance of Deposits) Rules, 2014 as well
as RBI directions.
36. Amount Accepted from Directors of the Company:
The Company has not accepted any amount from the Directors of the
Company during the year.
37. Details in respect of the adequacy of
InternalFinancialControls with reference to the Financial Statements:
Your Company has in place adequate internal control system (including
internal financial control system) commensurate with the size of its operations.The
company has 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.
38. 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 F.
The Company has only 3 (Three) employees on 31stMarch,
2025 and the particulars thereof 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 G.
Further, there is no employee drawing remuneration of ^ 8,50,000/ per
month or ^ 1,02,00,000/ peryear, therefore, the disclosure of 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.
Your Board informthat,CS Suyash Choudhary, Company Secretary and
Compliance Officer and Mr. Mahesh Nirmal, CEO of the company were in receipt of
remuneration in excess of the Whole time Director of the company. However, none of them
along withtheirrelative hold more than 2% equity shares of the company. Therefore, the
disclosure as required under Rule 5(2)(iii) of Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014 is not applicable.
39. Compliance with Secretarial Standards:
Your Company is in compliance with the Secretarial Standardsspecified
by the Institute of Company Secretaries of India.
40. 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 ensuing AGM. The details
Regarding E Voting Facility are Provided with the notice of the AGM.
41. General Disclosure:
Your directors state that no disclosure or reporting is required in
respect of the following items as there were notransactions on these matters or were not
applicable to the Company during the year under review:
a. 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 during the year under review.
b. Your Company has neitherannounced any Corporate Action (buy back of
securities, declaration of any dividend, mergers and de mergers, split and issue of any
securities)nor failed to implement or complete the Corporate Action within prescribed
timelines.
c. There were no voting rights exercised by any employee of the Company
pursuant to section 67(3) read with the Rule 16 of the Companies (Share Capital and
Debenture) Rules, 2014.
d. There was no instance of one time settlement with anyBank or
Financial Institution;
e. There is no requirement to conduct the valuation by the bank and no
valuation done at the time of one time Settlement during the period under review.
f. There were no revisions in the Financial Statement and Board's
Report.
g. The company has not given any commission to WTD during the period
under review.
42. Acknowledgements:
Your Directors express their deep sense of gratitude to the banks,
stakeholders, business associates, Central and State Governments for their co operation
and support and look forward to their continued support in future.Your Directorsplace on
record their sincere appreciation to all KMPs/employees of the Company for their unstinted
commitment and continued contribution to the Company. We applaud them for their superior
levels of competence, dedication and commitment to your Company.
By order of the Board
Available Finance Limited
CIN:L67120MP1993PLC007481
Registered Office: (Rakesh Sahu)
Agarwal House, 5, Yeshwant Colony, Whole Time Director &
CF
? Director
Indore 452003 MP DIN: 08433972 DIN: 00379042
Date: 30thAugust, 2025 Place: Indore
agArwal
Available Finance Limited
Annual Report 2024 2025
Form AOC 1 ANNEXURE A
(Pursuant to first proviso to sub section (3) of section 129 read with
rule 5 of Companies (Accounts) Rules, 2014) Statement containing salient features of
the financial statement of subsidiaries or associate companies or joint ventures Part
"A": Subsidiaries Details of Subsidiaries
(Information in respect of each subsidiary to be presented with amounts
in Lakhs)
Number of subsidiaries : NIL
Part B Associates and Joint Ventures
Statement pursuant to Section 129(3) of the Companies Act, 2013 related
to Associate
Companies and Joint Ventures
Number of Associate / Joint Venture : 2
SN |
Particulars |
Name of Associates or Joint Ventures |
|
|
Agarwal
Coal Corporation Private Limited (CIN:U23109MP2000PTC014351) |
Agarwal
Fuel Corporation Private Limited (CIN: U45203MP1980PTC001674) |
1. |
Latest
audited Balance Sheet Date |
31.03.2025 |
31.03.2025 |
2. |
Date
on which the Associate or Joint Venture was associated or acquired |
09.02.2004 |
12.10.2011 |
3. |
Shares
of Associate or Joint Ventures held by the company at the year end |
|
|
3.1 |
No.
of Shares |
8,00,000 |
2,40,520 |
3.2 |
Amount
of Investment in Associates or Joint Venture |
500.00 |
334.23 |
3.3 |
Extent
of Shareholding |
32.63% |
43.55% |
4. |
Description
of how there is significant in fluence |
By
holding 32.63% Shares |
By
holding 43.31% Shares |
5. |
Reason
why the associate/ joint venture is not consolidated |
N.A. |
N.A. |
6. |
Net
worth attributable to shareholding as per latest audited Balance Sheet 31.03.2025 |
75,903.15 |
42,676.09 |
7. |
Profit
or Loss for the Year |
20,605.43 |
10,693.93 |
7.1 |
Considered
in Consolidation |
6,723.55 |
3,674.58 |
7.2 |
Not
Considered in Consolidation |
13,881.88 |
7,019.35 |
1. The Company has no associates or joint ventures which are yet to
commence operations.
2. The Company has no associates or joint ventures which have been
liquidated or sold during the year.
By order of the Board Available Finance Limited
CIN:L67120MP1993PLC007481 Registered Office:
Agarwal House, 5, Yeshwant Colony, Indore 452003 MP
Date: 30th August, 2025 Place: Indore
Sd/
(Rakesh Sahu)
Whole Time Director & CEO DIN:08433972 Sd/
Suyash Choudhary
Company Secretary ACS: 57731
Sd/
Rajendra Kumar Sohani
Director DIN: 09438941
Sd/
Mahesh Nirmal
Chief Executive Officer PAN: AJDPN4530E