To,
The Members of,
AVAILABLE FINANCE LIMITED
Indore (M.P.)
Your Board of directors are pleased to present their 3l" Annual Report of your
Company along with the Audited Financial Statements (Standalone and Consolidated) for the
financial year ended 31st March 2023.
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:
(Rs. in 000 Except EPS)
| Particulars |
Standalone |
Consolidated |
|
2022-23 |
2021-22 |
2022-23 |
2021-22 |
| Revenue from Operation |
5896.63 |
6345.97 |
5896.63 |
6345.97 |
| Other Income |
241.09 |
542.58 |
241.09 |
542.58 |
| Total Income |
6137.72 |
6888.55 |
6137.72 |
6888.55 |
| Profit/loss before Depreciation, Finance Costs, Exceptional items and Tax Expense |
3942.96 |
4489.82 |
3942.95 |
4489.82 |
| Less: Depreciation/ Amortisation/ Impairment |
3.80 |
0.76 |
3.80 |
0.76 |
| Profit /loss before Finance Costs, Exceptional items and Tax Expense |
3939.16 |
4489.06 |
3939.15 |
4489.06 |
| Less: Finance Costs |
662.92 |
0.00 |
662.92 |
0.00 |
| Profit /loss before Exceptional items and Tax Expense |
3276.24 |
4489.06 |
3276.23 |
4489.06 |
| Add/(less): Exceptional items |
0.00 |
0.00 |
0.00 |
0.00 |
| Profit /loss before Tax Expense |
3276.24 |
4489.06 |
3276.23 |
4489.06 |
| Less: Current Tax |
900.00 |
950.00 |
900.00 |
950.00 |
| Add /Less: Deferred Tax |
8.81 |
-7.54 |
8.81 |
-7.54 |
| Add/Less: Adjustment in respect of Current Tax of Prior Years |
247.66 |
0.00 |
247.66 |
0.00 |
| Profit /Loss for the Year (1) |
2119.77 |
3546.61 |
2119.77 |
3546.61 |
| Share in Profit of Associate (2) |
0.00 |
0.00 |
1719686.08 |
2085982.70 |
| Total Other Comprehensive Income/loss (3) |
3421.48 |
5316.83 |
2511.15 |
8867.20 |
| Total (1+2+3) |
5541.25 |
8863.44 |
1724317.00 |
2098396.51 |
| EPS: (Basic & Diluted) (In Rs.) on equity shares of Rs. 10/- each (Other
than total comprehensive income) |
0.21 |
0.35 |
168.74 |
204.78 |
2. Performance of the company;
During the year under review, the Company achieved a turnover of Rs.58.97 Lakhs as
against a turnover of Rs.63.46 Lakhs in the previous year registering decrease by 7.08%.
Further, Net Profit for the year has also decreased by 40.23% which is Rs. 21.20 Lakhs as
compared to Rs. 35.47 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 Companys Affairs;
The Company is an un-registered Non Deposit Taking Core Investment Company (NBFC-
ND-CIC) and is in compliance with the various regulations as applicable to the
unregistered CIC as required by the RBI directions/guidelines as may be applicable from
time to time.
The company makes investment in the equity shares and provides loans and advances to
the Group companies and earns interest income from such loans/inveslments from the Group
Companies.
4. The Amount, which it Recommends to be paid by way of 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 2022-2023 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 Reserves for the financial year ended 31sl March 2023, however the
Company has transferred amount Rs. 4.24 Lakhs to the NBFC Reserves as per Directions
issued by RBI to the NBFC Companies. (Previous year: Rs. 7.09 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 Companies which have become or ceased to be its Holding, Subsidiaries,
Joint Ventures or Associate Companies during the Year:
Your Company is not having any Subsidiary or Joint Venture in the beginning of the
financial year as well as at the time of closing of the financial year. However, details
of Associate Company as at 315t March, 2023 are as follows:
| & 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 |
LI45203MP1980PTC001674 |
Associate |
2(6) |
43.31% |
Your directors inform that, at the time of commencing and closing of the financial
year, your company is a subsidiary of Archana Coal Private Limited (CIN:
U01122MP1991PTC006664) holding 58,38,946 Shares (57.22%) in the Company.
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
A/tnexure ‘A is enclosed to this Report.
9. Non-Performing Assets and Provisions required:
Your Company has ascertained NPA under Non-Banking Financial (Non deposit accepting or
holding) Companys 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, 2023, 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 31st March 2023 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;
iv. Annual Accounts for the Financial Year 2022-23 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:
Pursuant to the provisions of section 139 of the Companies Act, 2013, read with the
Companies (Audit and Auditors) Rules, 2014, as amended from time to time, M/s Mahendra
Badjatya & Co., Chartered Accountants, (F.R.No.001457C) were appointed as the Auditors
of the Company to hold the office from the conclusion of 28th Annual General
Meeting held on 30th September, 2020 for a period of 5 years till the
conclusion of 33rd Annual General Meeting to be held in the year 2025.
The Report made by the Statutory Auditors of the Company on the Financial Statements of
the Company for the financial year ended 31s1 March 2023, read with the
Explanatory Notes therein, are self-explanatory and, therefore, do not call for any
further explanation or comments from the Board under section 134(3)(f) of the Companies
Act, 2013. The Auditors Report does not contain any qualification, reservation,
disclaimer or adverse remarks.
13. Secretarial Auditor & Secretarial Audit Report:
Pursuant to the provisions of section 204 of the Companies Act, 2013 read with the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of
Directors of your company had appointed M/s Ishan Jain & Co., Practicing Company
Secretaries (FRN: S2021MP802300; Peer Review No: 842/2020) as Secretarial Auditor of the
Company to conduct the secretarial audit for FY 2022-23. Pursuant to Regulation 24A of
Securities and exchange Board of India (Listing Obligations and Disclosure Requirements)
Regulations, 2015, the Secretarial Audit Report for the financial year ended 31s1
March, 2023 is annexed as Annexure -B to this report. There are certain observations in
the Secretarial Audit Report which needs comments by the Board of Directors of the
company, which are as follows:-
| Secretarial Auditor Comment/Observation |
Board of Directors comments |
| The company has not obtained Special Contingency Insurance Policy as required under
Para 5 of SEBI Circular No. SEBI/HO/MIRSD/MIRSDRTAMB/P/ CIR/ 2022/70 dated 25th
May, 2022 |
The risk category is not defined by the Insurance Service Providers. Once the product
category is listed, we will take aforesaid policy. |
14. Internal Auditors and Internal Audit Report:
The Board had appointed M/s. VSK & Company (Firm Registration Number:
000837C, Practicing Chartered Accountants as Internal Auditor of the Company for the
Financial Year 2022-23.
The internal auditor reports their findings 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. 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:
In view of the business 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 during the year under review.
16. Details in Respect of Fraud Reported by Auditors under Section 143(12) of the
Companies Act. 2013 other than those which are Reportable to the Central Government:
During the year under review, the Statutory Auditors 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 that 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 2022-23, 6 (Six) 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 at 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 auditors certificate regarding compliance
of conditions of corporate governance is enclosed herewith as per Anncxure - 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, 2023 can be accessed on the website of Company at
following link:
http://w~ww.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 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
(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 the website of the Company
at (http://www.availablennance.in/Policv.php) and attached the same as Ann exit re- 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. 2022-23 |
No. of complaints Tiled during the F.Y. 2022-23 |
No. of complaints pending as at the end of F.Y. 202223 |
| Sexual Harassment |
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 for the female
employees of the company.
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 :/Avww. avai lablefi nance
ln/Policv. ohp)
h. Related Party Transactions and its Policy
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 arms length basis and were not material. Therefore, the requirement to attach Form
AOC-2 is not applicable. For further details, please refer relevant notes to the
Standalone Financial Statements which forms the 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 Circular
No SEBI/HO/CFD/CMD1/CIR/P/221/662 dated 22nd Nov., 2021 the company has taken
approval of members in the General Meeting held on 20,h day of September, 2022
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 as formulated by the company defines the
materiality of related party transaction and lays down the procedures of dealing with
related part) transactions. The details of the same are posted on the Companys website
(http ://wvv w. av a i lablefi nance, i n/Poli c y, 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 (wwwavailablefmance. in) of the company as per the requirement of the section
178 of the Companies Act, 2013.
22. Criteria for Determining Qualifications, Positive Attributes, Independence of a
Director and Other Mattels 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, KMPs 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.availablefmance.in/Policy.php. The details of
the same are also covered in Corporate Governance Report forming part of this Annual
Report.
23. Particulars of Loans, Guarantees, Security or Investments u/s 186 of the Companies
Act. 2013:
Your Company is an Unregistered Core Investment Company and having business of loans
and investment, therefore, the provisions of section 186 of the Companies Act, 2013 and
the rules made there under are applicable on the company. The Company has passed special
resolution in its 30th Annual General Meeting held on 20,h 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.
24. 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.
25. 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 had occurred between the end of the financial year of the Company to
which the financial statements relate and the date of the report.
26. Details of Significant and Material Orders Passed by the Regulators or Courts or
Tribunals impacting the Going Concern Status and Companys 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 Companys Operations in Future during
the period under review.
27. Listing of Shares of the Company:
The Paid-up Equity Share Capital as on 315t March, 2023 is Rs.
10,20,37,000/- divided into 1,02,03,700 Equity Shares carrying voting rights of Rs. 10/-
each. During the year under review, the company has not issued any shares with
differential voting rights nor granted stock options nor sweat equity Shares as on 31st
March 2023.
The Equity Shares of the Company continue to remain listed on BSE Limited (Security
Code: 531310) and frequently traded by the investors at 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 2023-24.
28. The Conservation of Energy. Technology Absorption, Foreign Exchange Earnings and
Outgo:
Disclosure of particulars required u/sl34(3)(m) of the Companies Act, 2013 read with
rule 8(3) of Companies (Account) Rules, on conservation of energy and technology
absorption are not applicable as the Company is not having any manufacturing activities.
There were no foreign exchange earnings and outgoing during the Financial Year (Previous
year: Nil).
29. Statement indicating the Manner in which Formal Annual Evaluation has been made by
the Board of its Performance and that of its Committees and Individual Directors:
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 Directors. 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
30. The Change in the Nature of Business, if anv:
There was no change in the nature of business of the company during the year under
review.
31. Details of Directors or Key Managerial Personnel:
a. Directors and KMPs:
During the period under review and till the date of this Board Report the following
changes were made:
i. Confirmed the appointment of Mr. Vikas Gupta (DIN: 09438941) from an Additional
Director to a Director in the category of Non-Executive NonIndependent Director at the 30lh
Annual General Meeting of the Company held 20th September, 2022.
ii. Confirmed of the appointment of Mr. Aseem Trivedi (DIN: 01244851) from an
Additional Director to a Director in the category of Independent Director for a First term
of 5 (Five) consecutive years w.e.f. 28th December, 2021 at the 30th Annual
General Meeting of the Company held on 20,h September, 2022;
None of the directors have resigned during the year under review.
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(l)(b) of SEBI
(LODR) Regulations, 2015, company is having 3 (Three) Independent Directors including 1
(one) Woman Independent Director as on 31.03.2023, which are as follows:
i. Ms. Priyanka Jha (Women Director) (DIN: 07347415)
ii. Mr. Sahive Alam Khan (DIN: 09179885)
iii. Mr. Aseem Trivedi (DIN: 01244851)
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 the independence with 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 with regard to integrity, expertise and experience including
the proficiency of the Independent Directors appointed during the year:
No Independent director was appointed during F.Y. 2022-23 but all the Independent
directors of the Company 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:
i. Re-appointment of Mr. Rajendra Kumar Sohani (DIN: 00379042) as a Director who is
liable to retire by rotation in the ensuing Annual General Meeting.
ii. Re-appointment of Mr. Rakesh Sahu (DIN: 08433972) in the category of Wholetime
Director w.e.f. 29lh May, 2024 for a period of 3 years.
Your Board recommends passing necessary resolutions to that effect as set out in the
notice of the AGM and justification for re-appointment of Mr. Rakesh Sahu (DIN: 08433972)
in the category of Whole-time Director is being annexed in the explanatory statement to
the Notice of the ensuing AGM.
32. 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 as per section 177 of the Companies Act, 2013 and Regulation
18 of SEBI (LODR) Regulations, 2015.
b. Stakeholder Relationship Committee as per section 178(5) of the Companies
Act, 2013 and Regulation 20 of SEBI (LODR) Regulations 2015.
c. Nomination and Remuneration Committee as per section 178(1) of the Companies
Act, 2013 and Regulation 19 of SEBI (LODR) Regulations 2015.
A detailed note on the Board and its committees is provided under the Corporate
Governance Report section in this report.
33. The Details Relating to Deposits Covered under Chapter V of the Act, 2013:
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.
34. Details in Respect of Adequacy of Internal Financial Controls 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 an
adequate internal financial control backed by sufficient qualified staff, system software
and special softwares. The company has also an internal audit system by the external
agency.
35. Particulars of Employees:
The ratio of the remuneration of each director to the median employees 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 -E.
The Company is having only 3 (Three) employees on 31st March, 2023
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- F.
Further, there is no employee drawing remuneration of Rs. 8,50,000/- per month or Rs.
1,02,00,000/- per year, 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 would like to draw your land attention that, 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 with their relative does not 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.
36. Compliance with Secretarial Standards:
Your Company is in compliance with the Secretarial Standards specified by the Institute
of Company Secretaries of India
37. 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 wall be conducted through Video Conferencing/OVAM and No Physical
Meeting will be held, and your Company has made necessary arrangements with CDSL to
Proride 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.
38. 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:
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 (31 of 2016)
during the year under review.
b. Your Company has neither announced 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 any Bank 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 Boards Report
g. The company has not given any commission to WTD during the period under review.
39. Acknowledgements:
Your Directors express their deep sense of gratitude to the banks, financial
institutions, stakeholders, business associates, Central and State Governments for their
co-operation and support and look forward to their continued support in future. Your
Directors place 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 Boaed- |
| Available Finance Limited |
|
|
| CIN: L67120MP1993PLC007481 |
|
|
| Registered Office: |
|
|
| Agarwal House, |
|
|
| 5 Yeshwant Colony |
(Rakesh Sahu) |
(Vilufs Gupta) |
| Indore 452003 MP |
Whole Time Director & CFO |
Director |
|
DIN:08433972 |
DIN: 09438941 |
| Date: ll" August, 2023 |
|
|
| Place: Indore |
|
|
+91-9892691696
