Available Finance Ltd Directors Report.

Dear Members,

of Available Finance Limited

Indore

Your Directors are pleased to present their 27th Annual Report and the Companys Standalone and Consolidated Audited Financial Statement for the year ended March 31st, 2019.

Financial Results

The Companys Financial Performance for the year ended 31st March, 2019 is summarized below:

PARTICULARS Standalone Consolidated
2018-19 (र ) 2017-18 (र ) 2018-19 (र ) 2017-18 (र )
Profit before Depreciation, Interest & other adjustments 3547024 (6686406) 3547024 (6686032)
Less : Finance Cost 3636055 7560764 3636055 7560764
: Depreciation 1045 1045 1045 1045
Profit Before Tax & Adjustment (90076) (14248215) (90076) (14247841)
Less : Provision for current Income Tax 0 0 0 0
: Deferred Tax Provision Written Back 0 0 0 0
: Excess Provision of income tax written Back 0 (195474) 0 0
: Earlier Year Income Tax 85355 0 85355 (195474)
: Provision for Standard Assets (NPA) (100983) (27754) (100983) (27754)
: Exceptional Item 0 0 0 0
Profit for the year (276414) (14024987) (276414) (14024613)
Earning Per Share (0.03) (1.37) (0.03) 43.27
Add : Balance of Profit B/F From Previous Year 13590196 27615183 13590196 27615183
Amount available for appropriation 13313782 13590196 366495538 469121208
Transfer to NBFC Reserve 0 0 0 0
Balance carried to Balance Sheet 13313782 13590196 366495538 469121208
TOTAL 13313782 13590196 366495538 469121208

Performance of the Company

During the year the Company has suffered Loss for the year of 2.76 Lakh as against loss 140.24 Lakh in the previous year.

Business Activities

The Company is engaged in the business of Loans and Investments and categorized as Non Banking Financial Company and having registration as the NBFC Company from the Reserve Bank of India.

In view of the adverse financial conditions and increasing the Non Performing Assets, the Management considered that the Company should also explore the opportunity for the restructuring including merger and amalgamation and for that purposes your company proposes to alter the ancillary object clause for having authority to the company to enter into the scheme of arrangement for merger/de-merger/ amalgamation and reconstruction of the company and recommend to pass necessary resolution if any given in the notice of the forthcoming annual general meeting by way of Special Resolution.

Dividend

In the absence of profits your Directors regret their inability to recommend any dividend for the year 2018-19. (Previous year Nil).

Transfer of Amount to the Reserves

The Company does not have any amount this year to be transferred to the NBFC Reserves as per requirement of the Directions of the RBI to the NBFC Companies for the previous and Current Year. (Previous year Nil)

Non-Performing Assets and Provisions

The company has ascertained Non Performing Assets 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 Non Performing Assets.

Holding/Associate/Subsidiary/Joint Venture Companies

Your company does not have any subsidiary and joint venture, however, your Company is a subsidiary company of Archana Coal Private Limited (CIN: U01122MP1991PTC006664). The company also have 3 (three) Associate Companies i.e.

(a) Agarwal Coal Corporation Private Limited (CIN: U23109MP2000PTC014351),

(b) Agarwal Transport Corporation Private Limited (CIN: U60210MP2003PTC015665) and

(c) Agarwal Fuel Corporation Private Limited (CIN: U45203MP1980PTC001674)

within the meaning of section 2(46) and 2(6) of the Companies Act, 2013. The Company have also prepared the consolidated financial statement and attached with the annual report. The details thereof in Form No. AOC-1 attached herewith as per Annexure – I.

Disclosure U/S 134 (3) of the Companies Act, 2013 (the Act)

Pursuant to the provisions of Sec 134(3) read with Companies (Accounts) Rules, 2014. The required informations & disclosures to the extent applicable to the company are discussed elsewhere in this report and their relevant informations are as under:-

(a) The extracts of Annual Return in Form MGT-9 as per Annexure-II.

(b) 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.

The Company in its Board Meeting held on 03/04/2018, has changed the nomination and remuneration policy of the company looking to various amendments made in the Companies Act, 2013 and the SEBI (LODR) Regula- tions,2015.

(c) The particulars of related party contracts as per u/s 188 of the Companies Act, 2013 are enclosed in form AOC- 2 Annexure –III

(d) 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 Remunera- tion of Managerial Personnel) Rules, 2014, are forming part of this report and is annexed as per Annexure -IV.

(e) Statement of top-10 employees 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- V.

There is no employee drawing remuneration of 8,50,000/- per month or 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.

Board Meeting

During the FY 2018-19, 11 (Eleven) 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 (Listing Obligations and Disclosure Requirements) 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.

Disclosure 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) 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 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. A certificate of the 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) Whistle blower 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 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 http://www.availablefinance.in/Whistle%20Blower%20Policy%20&%20Vigil%20Mechanism.pdf and attached the same as Annexure VI to this report.

f) Prevention, Prohibition and Redressal of Sexual Harassment of women at work place

The company has in place a policy on prevention, prohibition and redressal of sexual harassment of women at workplace and has also constituted an Internal Committee as per law. The primary objective of the said policy is to protect the women employees from sexual harassment at the place of work and also provides for punishment in case of false and malicious representations. No complaint however is received by the company under the said law in FY 2018-19.

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/Policy%20for%20remuneration%20to%20Director%20and%20KMP.pdf

h) Related Party Transactions Policy

Transactions entered with related parties as defined under section 188(1) of 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 arms length basis and were not material. 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 party transactions. The details of the same are posted on the Company web-site;

(http://www.availablefinance.in/Related%20Party%20Transaction%20Policy.pdf).

All related Party Transaction are placed before the Audit Committee and obtained prior approval. Prior omnibus approval of the Audit Committee is also obtained for the transaction which are repetitive in nature. A statement of all Related Party Transaction is placed before the Audit Committee for its review on a quarterly basis, specifying the nature and value of the transaction.

i) Corporate Social Responsibility Committee (CSR) Policy

As per the provisions of Section 135 of Companies Act, 2013 and rules made there under, the company does not fall under the threshold limit, thereof was no requirement to constitute CSR Committee as well formulate any policy thereof.

Listing of Shares of the Company

The equity shares of the company continue to remain listed on BSE Limited (Security Code: 531310). The company has paid the due listing fees to BSE Limited for the financial year 2019-20 on time.

Directors Responsibility Statement

The Directors Responsibility Statement referred to Section 134(3)(c) and 134(5) of the Companies Act, 2013:

a) In the preparation of the annual accounts for the year ended March, 31st 2019, 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 2019 and of the 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.

Directors and Key Managerial Personnel

Executive Directors and KMPs

During the period under review and till the date of this Board Report the following changes were made;

(a) Mr. Rajendra Sharma (DIN 00981139) have resigned from the office Whole-time-Director & CEO w.e.f 30th March 2019.

(b) Yogendra Narsingh Shukla (DIN: 00379050), Independent Director of the Company, resigned w.e.f. 22nd August 2019.

(c) Mr. Yogendra Narsingh Shukla was appointed as the Chief Executive Officer w.e.f. 22.08.2019.

(d) Mr. Rakesh Sahu (DIN 08433972) has been appointed as Additional Director & Chief Financial Officer (KMP) w.e.f. 29th May 2019.

(e) CS Ajay Sodani Company Secretary, KMP and Compliance Officer has resigned w.e.f. 17th Nov., 2018.

(f) CS Prachi Rathi was appointed as a Company Secretary (KMP) w.e.f 17th November , 2018 and has resigned w.e.f. 4th June, 2019;

(g) CS Abhitap Kumar Jain had been appointed as a Company Secretary, KMP w.e.f. 4th June, 2019.

(h) CS Ankur Sen appointed as the Compliance Officer w.e.f. 15th July, 2019

(i) Mr. Dwarkadas Kushwaha was appointed as an Additional Director in the category of Independent Director w.e.f. 22nd August, 2019.

Independent Director

Ms. Priyanka Jha (DIN: 07347415) continued to hold the office as Independent and Women Director w.e.f. 25/11/2015 and Mr. Dwarkadas Kushwaha is Independent Director continuing in the Board. The Board is having the required independent directors as per requirements of the Companies Act, 2013 as well as SEBI (LODR) Regulations, 2015.

The Chairman of the Board is non executive director.

Performance Evaluation

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.

The Board carried out an annual performance evaluation of the Board, Committees, Individual Directors and the Chairperson. The Chairman of the respective Committees hared the report on evaluation with the respective committees members. The performance of each committees 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 Chairman of the Board and feedback was given to Directors.

Annual Evaluation

Pursuant to the provisions of the Companies Act, 2013 and SEBI (LODR) 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.

Significant/ Material Orders passed by the Regulator or Court or Tribunals

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.

Secretarial Auditors and their 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 had appointed M/s Ishan Jain & Co., Practicing Company Secretaries, Indore to undertake the Secretarial Audit of the company for the FY 2018-19. The Secretarial Audit Report for the FY ended March 31st, 2019 is annexed as Annexure – VII.

The said Report does contain the following observations, which are not material qualification, but on the procedural issues relating to compliances and the Board also submit their comments as under;

1) Observations: The company has not given Separate Notice for Book Closure for the period 21.09.2018 to 27.09.2018 to the BSE under the Regulation 42(2) of the SEBI (LODR) Regulations, 2015.

Management Reply: The Company has properly closed its Register of Members and Share Transfer Book and provided copy of the newspaper clipping for book closure for the period 21.09.2018 to 27.09.2018 to the stock exchange and has also hosted the same on the website of the Company and disclosed in the annual report. However, the same was not separately disclosed inadvertently without any malafide intention and not prejudice to the interest of the members of the Company as the Company has not declared any dividend during that period for the year 2017-18.

2) Observations: The company has not submitted to the BSE the Copies of the notices, circulars and newspress notice to the shareholders for the D-mat of shares, KYC Requirements, etc under the Regulation 30(2) read with Clause 12 of Para A of Part A of schedule III of the SEBI (LODR) Regulations, 2015.

Management Reply: The Company has properly given notices and circulars to the members of the company and has also hosted the same on the website of the Company and disclosed in the annual report. However, the same was not separately filed inadvertently without any malafide intention and not prejudice to the interest of the members of the Company

3) Observations: The Company has not submitted a Certificate from the Statutory Auditor on half yearly basis, certifying compliance with the existing terms and conditions of FDI, to the Bhopal Regional Office of the RBI, as per the Master Direction- Non-Banking Financial Company Returns (Reserve Bank) Directions, 2016 issued by Reserve Bank of India.

Management Reply: Since there was a change in the requirements, the company could not comply with the same, however, it has filed the annual return covering the period of the half yearly also. Further that there was no objections from the RBI as such.

Risk Management Committee

The company has voluntary constituted Risk Management Committee and the policy is disclosed on the website of the company http://www.availablefinance.in/afl_risk.pdf

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 of the Companies Act, 2013 and Regulation 20 of SEBI (LODR) Regulations 2015.

c) Nomination and Remuneration Committee as per section 178 of the Companies Act, 2013 and Regulation 19 of SEBI (LODR) Regulations 2015.

d) Internal Committee for Sexual Harassment of woman at the work place.

The detail of the composition of all the committees and their respective terms of reference are included in the Corporate Governance Report forming the part of this Annual Report. The Committees meet at the regular interval prescribed in the Companies Act, SEBI (LODR) Regulations, 2015, Secretarial Standard and any other Act applicable, if any.

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.

Conservation of Energy, Technology, Absorption, Foreign Exchange Earnings and Outgo

Particulars required u/s 134(3)(m) of the Companies Act, 2013 read with rule 8(3) of Companies (Account) Rules, on conservation of energy and technology absorption are NIL as the Company is not having any manufacturing trading and service. Further that there are no foreign exchange earnings and outgoing during the year.

Compliance of Reserve Bank of India Guidelines

The company continues to comply with all the requirements prescribed by the Reserve Bank of India for the NBFC Companies from time to time.

Internal Audit and Internal Financial Control System

The company has appointed an independent firm of Chartered Accountants for conducting the audit as per the internal audit standards and regulations. 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.

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 and the auditors certificate regarding compliance of conditions of corporate governance is enclosed herewith as per Annexure - VIII.

Adequacy of Internal Financial Controls

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.

Disclosure as per terms of paragraph 13 of "Non –Systemically Important Non Banking Financial (Non-Deposit Accepting or Holding) Companies Prudential Norms (Reserve Bank) Directions, 2015

The desired disclosure is enclosed herewith as per attached financial statement.

Auditor and Auditors Report

At the 23rd Annual General Meeting (AGM) held on 22ndSeptember, 2015, the members had appointed M/s Mahendra Badjatya & Co (ICAI Firm Registration Number 001457C) Chartered Accountants as statutory auditors of the company, by way of ordinary resolution u/s 139 of the Companies Act, 2013 to hold office for a term of 5 years from the conclusion of 23rd AGM until the conclusion of the 28thAGM as per the provisions of the Companies Act, 2013.

The Auditors Report is the self explanatory and needs to comments by the Board.

Change in the nature of business

During the year under review, there were no changes in the nature of business of the company and there is no material changes and/or commitment, affecting the financial position of the company, during the period from 31st March, 2019.

Acknowledgement

The Board of Directors places its sincere gratitude for the assistance and co-operation received from Banks, Customers and Shareholders. The Directors take this opportunity to express their sincere appreciation for the dedicated services of the Executives and staffs for their contribution to the overall performance of the company.

For and on Behalf of the Board
(Priyanka Jha) (Rakesh Sahu)
Date: 22/08/2019 Chairperson Director & CFO
Place: Indore DIN: 07347415 DIN: 08433972