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Available Finance Ltd Directors Report

257.9
(-0.92%)
Jul 15, 2024|11:28:00 AM

Available Finance Ltd Share Price directors Report

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

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  • No need to issue cheques by investors while subscribing to IPO. Just write the bank account number and sign in the application form to authorise your bank to make payment in case of allotment. No worries for refund as the money remains in investor's account."

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RISK DISCLOSURE ON DERIVATIVES
  • 9 out of 10 individual traders in equity Futures and Options Segment, incurred net losses.
  • On an average, loss makers registered net trading loss close to Rs. 50,000.
  • Over and above the net trading losses incurred, loss makers expended an additional 28% of net trading losses as transaction costs.
  • Those making net trading profits, incurred between 15% to 50% of such profits as transaction cost.
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