banas finance limited - bombay stock exchange34th annual report 4 notice banas finance limited...

BANAS FINANCE LIMITED CIN: L65910MH1983PLCO30142

E/109, Crystal Plaza,,New Link Road. Andheri (w), Mumbai 400 053 Tel No :-022 - 6152 2222 • Fax : 022 6152 2234 • Email : [email protected] • Website : www.banasfinance.com

Date: 05/08/2017

To,

The Director- Investor Services & Listing The Bombay Stock Exchange Ltd

1st Floor, New Trading Ring, P. J. Tower, Dalai Street Mumbai — 400 001

BSE Scrip Code: 509053 Sub: Submission of 34 th Annual Report for the F.Y.2016-17

Dear Sir,

As per Regulation 34 of the Listing Regulations, 2015, please find attached copy of 34 th Annual Report of Banas Finance Limited for the Financial Year 2016-2017.

Kindly acknowledge the same.

Thanking you

Yours faithfully,

For Banas Finance Limited

\

Giriraj Kishor Agrawal

Director

DIN: 0290959

E ncl: a/a

34th

Annual Report 1

Contents

Banas Finance Limited

BANAS FINANCE LIMITED

(34th ANNUAL GENERAL MEETING)

REGISTERED OFFICE :

E/109, Crystal Plaza,

New Link Road, Andheri (West),

Mumbai : 400053.

Tel: 02261522222

Email Id: [email protected] Website: www.banasfinance.com

2016-

2017

34th

Annual Report 2

Contents


Contents

Particulars Page No.

Corporate Information & other Details 3

Notice of 34th Annual General Meeting of the Company 4

Procedure and Instruction for E-voting 7

Explanatory Statement to Resolutions u/s 102 of Companies Act, 2013 9

Additional information of Directors seeking Re-Appointment/Appointment 13

Board of Directors’ Report 15

Annexure to Directors’ Report

Policy on Selection and Appointment, Performance Evolution & Remuneration

of Directors - Annexure I

21

Form MR-3 Secretarial Audit Report – Annexure II 23

Form AOC-2 (Related Party Transaction) – Annexure III 26

For MGT-9 Extract of Annual Return – Annexure IV 27

Particulars of Employees and Related Information - Annexure V 34

CEO/CFO Certification 35

Declaration regarding Compliance by Board Members and Senior Management

Personnel with the Code of Conduct

35

Certificate of Compliance from Auditors as per Schedule V (E) of LODR, 2015 36

Corporate Governance Report 37

Management Discussion and Analysis Report 46

Independent Auditors’ Report 50

Annexure to Auditors’ Report 52

Non-Banking Financial Companies Auditor’s Report (Reserve Bank) Directions,

2008”

56

Schedule to the Balance Sheet of a Non-Deposit Taking Non-Banking Financial

Company

57

Notes Forming part of Financial Statements 59

Balance Sheet 62

Profit & Loss A/c 63

Cash Flow Statement 64

Notes to Accounts 65

Attendance Slip and Proxy Form 72

Ballot Paper 73

Route Map 74

34th

Annual Report 3

Corporate Information


Corporate Information

BOARD OF DIRECTORS Shri Amit Gulecha - Managing Director Shri. Girraj Kishor Agrawal - Director Smt. Tanu Agarwal - Director Smt. Seema Sidhu - Director Shri Hardikkumar Kabariya - Director Shri Suresh Kharat - CFO & Director Shri Manish Raul - Director Smt. Aarti Gavnang - Director PRINCIPLE BANKERS: Axis Bank Ltd Kotak Mahindra Bank Ratnakar Bank Limited STATUTORY AUDITORS: M/s Pravin Chandak & Associates 403, New Swapanalok Chs Ltd, Natakwala Lane, Borivali (West), Mumbai-400092 SECRETARIAL AUDITORS: Jalphine Angel Nadar Practising Company Secretaries Mumbai.

INTERNAL AUDITORS: M/s A.M. Gohel & Co., Mumbai REGISTAR & TRANSFER AGENT: Purva Shareregistry (India) Pvt Ltd. 9, Shiv Shakti Industrial Estate, J.R. Boricha Marg, Lower Parel (E), Mumbai – 400 011 Tel: 022-23018261 Email Id: [email protected]

LISTING OF EQUITY SHARES: Bombay Stock Exchange Phiroze Jeejeebhoy Towers Dalal Street,Mumbai-400001 Tel: 91-22-22721233/4 |91-22-66545695 REGISTERED OFFICE : E/109, Crystal Plaza, New Link Road, Andheri (West), Mumbai : 400053. Tel: 02261522222 Email Id: [email protected] Website:www.banasfinance.com

IMPORTANT COMMUNICATION TO MEMBERS – GREEN INITIATIVE IN CORPORATE GOVERNANCE

The Ministry of Corporate Affairs (MCA) has taken a Green Initiative in Corporate Governance by allowing

paperless compliances by the Companies and has issued a Circular stating that service of all documents

including Annual Reports can be sent by e-mail to its Members. Your Company believes that this is a remarkable

and environment friendly initiative by MCA and requests all Members to support in this noble cause.

The Company has already embarked on this initiative and proposes to send documents including Annual

Reports in electronic form to the Members on the email address provided by them to the R&T Agent/the

Depositories.

The Members who hold shares in physical form are requested to intimate/update their email address to the

Company/R&T Agent while Members holding shares in demat form can intimate/update their email address to

their respective Depository Participants.

Members are requested to further note that they will be entitled to be furnished, free of cost, the physical copy of

the documents sent by e-mail, upon receipt of a requisition from them, any time, as a Member of the Company.

mailto:[email protected]

tel:91-22-22721233/4


34th

Annual Report 4

Notice


NOTICE OF 34TH ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN THAT THE 34TH ANNUAL GENERAL MEETING OF THE MEMBERS OF BANAS FINANCE LIMITED WILL BE HELD ON THURSDAY ON 27TH JULY, 2017, AT 11:00 A.M. AT THE REGISTERED OFFICE OF THE COMPANY AT E-109, CRYSTAL PLAZA, NEW LINK ROAD, OPP. INFINITY MALL, ANDHERI (WEST), MUMBAI-400053.

ORDINARY BUSINESS: 1. ADOPTION OF FINANCIAL STATEMENT:

To receive, consider and adopt the Standalone Audited Annual Financial Statements for the year ended on March 31, 2017, together with the reports of the Board of Directors and the Auditors thereon.

2. APPOINTMENT OF DIRECTOR:

To appoint a Director in place of Mr. Girraj Kishor Agrawal (DIN 00290959), who is retiring by rotation in terms of section 152(6) of the Companies Act, 2013 and, being eligible, offers himself for re-appointment. 3. RATIFICATION OF APPOINTMENT OF AUDITORS:

“RESOLVED THAT pursuant to Section 139, 142 and other applicable provisions of the Companies Act, 2013 (“Act”) read with the Companies (Audit and Auditors) Rules, 2014, if any, appointment of M/s. Pravin Chandak & Associates, Chartered Accountants (Registration No: 116627W) be and is hereby ratified as a Statutory Auditors of the Company provided that the appointment M/s. Pravin Chandak & Associates, shall be from the conclusion of 34th Annual General Meeting till the conclusion of 35th Annual General Meeting. RESOLVED FURTHER THAT the Board of Directors or Audit Committee thereof, be and is hereby authorised to decide and finalize the terms and conditions of appointment, including the remuneration of the Statutory Auditors.” SPECIAL BUSINESS: 4. TO CONSOLIDATE FACE VALUE OF EQUITY SHARES OF THE COMPANY. To consider and if thought fit, to pass with or without modification(s) the following resolution as a Special Resolution: “RESOLVED THAT pursuant to the provisions of Section 61(1)(b) and all other applicable provisions, if any, of the Companies Act, 2013 read with rules made there under (including any statutory modification, amendment or re-enactment thereof for the time being in force), read with Article 48 of the Articles of Association of the Company, and subject to the approval(s), consent(s), permission(s) and sanction(s) as may be necessary or, required from any authority and subject to such conditions as may be agreed to by the Board of Directors of the Company (hereinafter referred as "the Board" which term shall be deemed to include any Committee thereof or any such officer of the Company as the Board may deem fit), consent of the members of the Company be and is hereby accorded to consolidate 1 (One) equity share of the Company having face value of Rs. 1/- (Rupees One only) each fully paid-up into 1 (One) equity share of face value of Rs. 10/- (Rupees Ten only) each fully paid-up and consequently, the Authorised Equity Share Capital of the Company of 12,30,00,000 Equity Shares of Rs. 1/- (Rupees One only) each shall be consolidated to 1,23,00,000 Equity Shares of Rs. 10/- (Rupees Ten only) each amounting to Rs. 12,30,00,000/- (Rupees Twelve Crores Thirty Lakhs only) with effect from the “Record Date” to be determined by the Board for this purpose; RESOLVED FURTHER THAT upon consolidation of the Equity shares of the Company as aforesaid, every 1 (One) equity share of the face value of Rs. 1/- (Rupees One only) each fully paid-up held by a shareholder as on the Record Date shall stand consolidated into 1 (one) equity share of the face value of Rs. 10/- (Rupees Ten only) each fully paid-up with effect from the Record Date; RESOLVED FURTHER THAT on consolidation, 1 (One) Equity Share of the face value of Rs. 10/- (Rupees Ten Only) each fully paid-up be issued in lieu of 10 (Ten) Equity Share of Rs. 1/- (Rupees One Only) each fully paid–up, subject to the terms of Memorandum and Articles of Association of the Company and such shares shall rank pari-passu in all respects and carry the same rights as the existing fully paid Equity Shares of the Company and shall be entitled to dividend(s) after consolidation of equity shares, if declared/recommended by the Board and subsequently approved by the shareholders; RESOLVED FURTHER THAT upon consolidation of the Equity shares of the Company as aforesaid, the existing share certificates in relation to the existing Equity shares of the face value of Rs. 1/- (Rupees One only) each fully paid-up

34th

Annual Report 5

Notice


held in physical form shall be deemed to have been automatically cancelled and be of no effect on and from the Record Date and that no letter of allotment shall be issued to the allottees of the new Equity Shares of Rs. 10/- (Rupees Ten only) each fully paid-up on consolidation and the Company may without requiring the surrender of the existing equity share certificates directly issue and dispatch the new share certificates of the Company, in lieu of such existing share certificates and in the case of the Equity shares held in the dematerialized form, the number of consolidated Equity shares be credited to the respective beneficiary accounts of the shareholders with the Depository Participants, in lieu of the existing credits representing the Equity shares of the Company before consolidation; RESOLVED FURTHER THAT no shareholder shall be entitled to a fraction of a share and all fractional entitlements resulting from the consolidation shall be aggregated into whole shares and the number of shares so arising shall be held by a Trustee appointed by the Board who shall dispose off the said shares in the market at the best available price in one or more lots and the decision of the Trustee in this regard shall be final and binding to all concerned. The Trustee shall hold the net sale proceeds of all such shares after deducting there from all costs, charges and expenses of such sale and shall thereafter distribute such sale proceeds to the members of the Company in proportion to their fractional entitlements; RESOLVED FURTHER THAT the Board be and is hereby authorized to fix a Record Date and to take such steps as may be necessary for obtaining approvals, statutory, contractual or otherwise, in relation to the above and to settle all matters arising out of and incidental thereto, and to execute all deeds, applications, documents and writings that may be required, on behalf of the Company and generally to do all such acts, deeds, matters and things and to give, from time to time, such directions as may be necessary, proper and expedient or incidental for the purpose of giving effect to this resolution; RESOLVED FURTHER THAT the Board be and is hereby authorized to delegate any of its power to any committee thereof or to such officer of the Company as the Board may think fit and proper for the purpose of giving effect to this resolution." 5. TO ALTER MEMORANDUM OF ASSOCIATION OF THE COMPANY To consider and if thought fit, to pass with or without modification(s) the following resolution as an Ordinary Resolution:

"RESOLVED THAT subject to the approval of the members for consolidation of face value of equity shares as proposed

under item no. 4 above and pursuant to the provisions of Section 13, 61 and all other applicable provisions, if any, of the Companies Act, 2013 read with rules made there under (including any statutory modification(s), amendment(s) or reenactment (s) thereof for the time being in force), and subject to consents, approvals, permissions and sanctions, if any, required from any authority, consent of the members of the Company be and is hereby accorded that the existing Clause V of the Memorandum of Association of the Company be and is hereby deleted and substituted thereof by the following Clause No. V as reproduced herewith: V. The Authorised Share Capital of the company is Rs. 12,30,00,000/- (Rupees Twelve Crores Thirty Lakhs only) divided into 1,23,00,000 (One Crore Twenty Three Lakhs) Equity Shares of Rs. 10/- each

RESOLVED FURTHER THAT for the purpose of giving effect to this resolution, the Board of Directors (which expression shall include a Committee thereof) be and is hereby authorised to do all such acts, deeds, matters and things as may be necessary for obtaining such approvals in relation to the above and to execute all such documents, instruments and writings as may be required in this connection and to delegate all or any of its powers herein conferred to any one of its Directors, Company Secretary or any other officers.” 6. TO REGULARIZE THE APPOINTMENT OF MRS. TANU AGARWAL (DIN: 00290966) AS A DIRECTOR LIABLE

TO RETIRE BY ROTATION.

To consider and if thought fit, to pass with or without modification(s) the following resolution as an Ordinary Resolution: “RESOLVED THAT pursuant to the provisions of Section 152 and any other applicable provisions of the Companies Act, 2013 and the Rules made there under (including any statutory modification (s) or re-enactment thereof), Mrs. Tanu Agarwal (DIN: 00290966), who was appointed as an Additional Director pursuant to the provisions of section 161(1) of the companies act, 2013 and who is eligible for appointment and in respect of whom the company has received a notice, pursuant to Section 160, in writing, proposing her candidature for the office of Director, be and is hereby appointed as a Director of the Company liable to retire by rotation at Annual General meeting of the Company.” 7. TO REGULARIZE THE APPOINTMENT OF MR. SURESH KHARAT (DIN: 07676511) AS A DIRECTOR LIABLE TO

RETIRE BY ROTATION.

34th

Annual Report 6

Notice


To consider and if thought fit, to pass with or without modification(s) the following resolution as an Ordinary Resolution:

“RESOLVED THAT pursuant to the provisions of Section 152 and any other applicable provisions of the Companies Act, 2013 and the Rules made there under (including any statutory modification (s) or re-enactment thereof), Mr. Suresh Kharat (DIN: 07676511) who was appointed as an Additional Director pursuant to the provisions of section 161(1) of the companies act, 2013 and who is eligible for appointment and in respect of whom the company has received a notice, pursuant to section 160, in writing, proposing his candidature for the office of Director, be and is hereby appointed as a Director of the Company of liable to retire by rotation at Annual General meeting of the Company.” 8. TO REGULARIZE THE APPOINTMENT OF MR. MANISH RAUL (DIN: 07676516) AS AN INDEPENDENT NON-

EXECUTIVE DIRECTOR. To consider and if thought fit, to pass with or without modification(s) the following resolution as an Ordinary Resolution: “RESOLVED THAT pursuant to the provisions of Section 149, 152 and any other applicable provisions of the Companies Act, 2013 and the Rules made there under (including any statutory modification (s) or re-enactment thereof) read with Schedule IV of the Companies Act, 2013 and Regulation 16(1)(b)of the SEBI(Listing Obligations and Disclosure Requirement) Requirements, Mr. Manish Raul (DIN: 07676516) who was appointed as an Additional Director pursuant to the provisions of section 161(1) of the companies act, 2013 and who has submitted a declaration that he meets the criteria of Independence as provided in Section 149(6) of the Act and who is eligible for appointment and in respect of whom the company has received a notice, pursuant to Section 160, in writing, proposing his candidature for the office of Director, be and is hereby appointed as an Independent Director of the Company to hold office for five consecutive years with effect from 30th December, 2016 up to 29th December, 2021 not liable to retire by rotation.” 9. DETERMINATION OF FEE FOR DELIVERY OF ANY DOCUMENTS THROUGH A PARTICULAR MODE TO A

MEMBER. To consider and if thought fit, to pass with or without modification(s) the following resolution as an Ordinary Resolution: “RESOLVED THAT pursuant to the provisions of Section 20(2) and all other applicable provisions of the Companies Act, 2013 read with the Rules framed there under (including any statutory modification(s) or re-enactment thereof, for the time being in force), consent of the members be and is hereby given to the Board of Directors of the Company (the ‘Board’ which term shall include its Committee(s) constituted / to be constituted by it to exercise its powers including the powers conferred by this resolution) to levy amount of Rs. 25/- (Rupees Twenty Five Only) per such document as a fee to member to enable recovery of expenses incurred by the Company towards complying with such request for delivery of any documents through a particular mode; RESOLVED FURTHER THAT the estimated fees for delivery of the document shall be paid by the member in advance to the Company, before dispatch of such document; RESOLVED FURTHER THAT for the purpose of giving effect to this resolution, the Board of Directors and Key Managerial Personnel of the Company be and are hereby severally authorized to do all such acts, deeds, matters and things as they may in their absolute discretion deem necessary, proper, desirable or expedient and to settle any question, difficulty, or doubt that may arise in respect of the matter aforesaid, including determination of the estimated fees for delivery of the document to be paid in advance.” REGISTERED OFFICE: By Order of the Board E-109 Crystal Plaza, New Link Road, Opp. Infinity Mall, Andheri (West), Sd/- Mumbai: 400053. Girraj Kishor Agrawal Date: 12/06/2017 (Director)

DIN: 00290959

Notes:

1) Explanatory Statement pursuant to Section 102(1) of the Companies Act, 2013 relating to the Special Business to be transacted at the meeting is attached hereto.

2) A member is entitled to attend and vote at the annual general meeting, is entitled to appoint a proxy and vote on a poll instead of himself/herself and a proxy need not be a member of the company. A person can act as proxy on

34th

Annual Report 7

Notice


behalf of members up to and not exceeding fifty and holding in the aggregate not more than ten percent of the total share capital of the company. Further, member holding more than ten percent of the total share capital of the company carrying voting rights may appoint a single person as proxy and such person may not act as a proxy for any other person or member. The instrument appointing proxy must be deposited at the registered office of the company not less than 48 hours before the time of holding the meeting.

3) Corporate Members are requested to send in advance duly certified copy of Board Resolution / power of attorney authorizing their representative to attend the annual general meeting.

4) Members/ proxies are requested to bring their copies of annual reports and the attendance slip duly completed and signed at the meeting, quote their respective folio numbers or DP ID and Client ID numbers for easy identification of their attendance at the meeting.

5) Pursuant to section 91 of the Companies Act, 2013 The Register of Members and the Transfer Book of the Company will remain closed from 17/07/2017 to 19/07/2017 (both days inclusive).

6) The Securities & Exchange Board of India (SEBI) has mandated submission of Permanent Account Number (PAN)

by every participant in securities market. Members holding shares in electronic form, are, therefore requested to submit their PAN to their Depository Participants with whom they are maintaining their Demat Account. Members holding their shares in Physical Form can submit their PAN details to the share transfer agent (M/s. Purva Sharegistry (India) Pvt Ltd) of the Company.

7) Members are requested to notify immediately any change in their address details to the Company’s Registrar and share transfer agents for shares held in demat/physical form at: M/s. Purva Sharegistry (India) Pvt Ltd, at 9, Shiv Shakti Industrial Estate, J.R. Boricha Marg, Lower Parel (E), Mumbai – 400 011.

8) Pursuant to the provisions of Sections 101 and 136 of the Act read with ‘The Companies (Accounts) Rules, 2014 electronic copy of the Annual Report for financial year 2016-2017 along with Notice of 34th Annual General Meeting of the company (including the Attendance Slip & Proxy Form) is being sent to all the members whose email id is registered with the Registrar/Depository Participant(s) unless any member has requested for a hard copy of the same. For members who have not registered their e mail address, physical copies of the Annual Report for the financial year 2016-2017 along with the notice of the 34th Annual general Meeting of the Company inter-alia indicating the process and manner of e-voting along with Attendance Slip and Proxy Forms is being sent by other permissible modes.

9) Electronic copy of the Notice convening the 34th Annual General Meeting of the Company inter alia indicating the process and manner of e-voting along with Attendance Slip and Proxy Form is being sent to all the members who hold shares in dematerialized mode and whose email addresses are registered with their respective Depository Participants. For those members who have not registered their email address, physical copies of the said Notice inter alia indicating the process and manner of e-voting along with attendance slip and proxy form is being sent in the permitted mode.

10) Members may also note that the Notice of the 34th Annual General Meeting and the Annual Report for 2016-2017 will also be available on the Company’s website www.banasfinance.com, which can be downloaded from the site. The physical copies of the aforesaid documents will also be available at the Company’s registered office in Mumbai for inspection during normal business hours on all the working days except Saturdays and Sundays

11) During the period beginning 24 hours before the time fixed for commencement of the meeting and ending with the conclusion of the meeting, members would be entitled to inspect the proxies lodged, at any time during the business hours of the Company, provided not less than 3 days’ written notice is given to the Company.

12) Brief details of the Directors, who are seeking appointment / re-appointment, are annexed hereto as per the requirements of the Companies Act, 2013 and Regulation 36(3) Of the Listing Regulation, 2015.

13) Members holding the equity shares under multiple folios in identical order of names are requested to consolidate their holdings into one folio.

PROCEDURE AND INSTRUCTION FOR E-VOTING:

In compliance with provisions of Section 108 of the Act, Rule 20 of the Companies (Management and Administration) Rules, 2014 and Regulation 44 of the Securities Exchange Board of India(Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company provides to its members, the facility to exercise their right to vote on resolutions proposed to be considered at the 34th Annual General Meeting (AGM) by electronic means and the business may be transacted through e-voting services. The facility of casting the votes by the members using an electronic voting

http://www.banasfinance.com/

34th

Annual Report 8

Notice


system from a place other than venue of the AGM (“remote e-voting”) will be provided by National Securities Depository Limited (NSDL). The facility for voting through ballot paper shall also be made available at the AGM and the members attending the meeting shall be able to exercise their right to vote at the meeting through ballot paper in case they have not casted their vote by remote e-voting. The members who have casted their vote by remote e-voting prior to the AGM may also attend the AGM but shall not be entitled to cast their vote again. THE INSTRUCTIONS FOR E-VOTING ARE AS UNDER: 1) Members whose e-mail addresses are registered with the company/Depository Participant(s) will receive an e-

mail from NSDL informing the User-ID and Password. 2) Open e-mail and open PDF file viz; “BFL e-voting.pdf” with your client ID or Folio No. as password. The said PDF file

contains your user ID and password for e-voting. Please note the password is an initial password. 3) Launch internet browser by typing the following URL: https://www.evoting.nsdl.com/

4) Click on shareholder- Login

5) Insert user ID and password and initial password noted in step 1 above. Click Login

6) Password change menu appears. Change the password with new password of your choice with minimum 8

digits/characters or combination thereof. Note new password. It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential.

7) Home page of e-voting opens. Click on e-voting. Active e-voting cycles.

8) Select “EVEN-106355” of Banas Finance Limited.

9) Now you are ready for e-voting and cast vote page opens.

10) Cast your vote by selecting appropriate option and click on “Submit” and also “Confirm” when prompted.

11) Upon confirmation, the message “Vote caste successfully” will be displayed.

12) Once you have voted on the resolution, you will not be allowed to modify your vote.

13) For the votes to be considered valid, the institutional shareholder(s) i.e. other than individuals , HUF, NRI, etc. are required to send scanned copy (PDF/JPG Format) of the relevant Board Resolution /authorization letter etc. together with attested specimen signature of the authorized signatory /signatories who are authorized to vote, to the scrutinizer via e-mail at [email protected] with a copy marked to [email protected].

14) For members whose email IDs are not registered with the company/ Depository participant(s) who receive physical ballot forms, the following instructions may be noted:

15) The initial password is provided at the bottom of the Ballot Form Please follow all the steps from 1 to 12 mentioned above, to cast your vote.

16) In case of any queries you may refer to the Frequently Asked Questions (FAQs) and e-voting user manual for Members available in the ‘Downloads’ section of www.evoting.nsdl.com or contact NSDL by email at [email protected]

17) Login to the e-voting website will be disabled upon five unsuccessful attempts to key in the correct password. In such an event, you will need to go through the ‘Forgot password’ option available on the site to reset the password.

18) If you are already registered with NSDL for e-voting, then you can use your existing user ID and password for casting your vote.

19) The e-voting period commences on Monday 24/07/2017 at 9:00 A.M. and ends on Wednesday, 26/07/2017 5:00 P.M. During this period, members of the company holding shares either in physical form or in dematerialized form, as on the cutoff / relevant date i.e. Thursday, 20/07/2017 may cast their vote electronically. The e-voting module

https://www.evoting.nsdl.com/



http://www.evoting.nsdl.com/


34th

Annual Report 9

Notice


shall be disabled by NSDL for voting thereafter. Once the vote on a resolution is cast by a member, he or she will not be allowed to change it subsequently.

20) A person, whose name is recorded in the register of members or in the register of beneficial owners maintained by the depositories as on the cut-off date, viz., Thursday, 20/07/2017 only shall be entitled to avail the facility of remote e-voting as well as voting at the AGM through ballot paper.

21) Mr. Pravin Chandak, Chartered Accountant, (Membership No. 049391) and Partner of M/s. Pravin Chandak & Associates., Chartered Accountants, Mumbai has been appointed as the Scrutinizer by the Board of Directors of the Company to scrutinize the voting and e-voting process in a fair and transparent manner.

The Scrutinizer shall after the conclusion of voting at the AGM, will first count the votes cast at the meeting and thereafter unblock the votes cast through remote e-voting in the presence of at least two witnesses not in the employment of the Company and shall make, not later than three days of the conclusion of the AGM, a consolidated Scrutinizer’s report of the total votes cast in favour or against, if any, to the Chairman or a person authorised by the Chairman in writing, who shall countersign the same and declare the result of the voting forthwith. The Results declared along with the report of the Scrutinizer will be placed on the website of the Company www.Banasfinance.com and on the website of NSDL immediately after the declaration of results by the Chairman or by a person duly authorised. The results shall also be immediately forwarded to the BSE Limited, where the equity shares of the Company are listed.

EXPLANATORY STATEMENT PURSUANT TO SECTION 102 OF THE COMPANIES ACT 2013, SPECIAL BUSINESS: Item No. 4 & 5 The Board of Directors of the Company proposes to consolidate the Equity Shares of the Company by which the face value of each equity share would be Rs. 10/- (Rupees Ten only). Accordingly, 1 (One) equity share of face value of Rs. 1/- (Rupees One only) each fully paid-up, of the Company existing on the Record Date shall stand consolidated into 1 (One) equity share of face value of Rs. 10/- (Rupee Ten only) each fully paid-up. The Board considers that the proposed consolidation would benefit shareholders as follows: Greater Investor Interest: The proposed share consolidation will result in a trading price that better reflects its maturity and also increase the profile of the Company amongst the institutional investors and the coverage of the Company amongst research houses and fund managers as the trading price per share is expected to be higher than the trading price per existing share. No effect of Consolidation on the Shareholders' Funds: The proposed share consolidation will not involve payment to any shareholder of any paid-up capital of the Company, and has no effect on the shareholders' funds of the Company. Shareholders will not be required to make any payment to the Company in respect of the proposed share consolidation. Each consolidated share will rank pari-passu in all respects with each other. Stable market cap in the interest of shareholders: The proposed share consolidation will generally be beneficial to its Shareholders as it may serve to reduce the fluctuation in magnitude of the Company's market capitalization. This may, in turn, increase market interest in the shares and generally make the shares more attractive to investors. Rationalization of the share capital of the Company: The proposed share consolidation will also rationalize the share capital of the Company by reducing the number of shares outstanding. As a result of the proposed share consolidation, there would be an immediate reduction in the number of shares. Hence, the Company shall benefit from easier management of a smaller number of shares. Further, it believes that overhead costs incurred on servicing the fragmented minority shareholding will be reduced significantly post consolidation. The proposed consolidation of equity shares of the Company from Rs. 1/- (Rupees One only) per equity share to Rs. 10/- (Rupee Ten only) per equity share, requires consequential amendment to the Memorandum of Association of the Company. Accordingly, Clause V of the Memorandum of Association is proposed to be altered in the manner set out in the Resolution at Item No. 5, to reflect the alteration in the authorized equity share capital of the Company. The Board is of the opinion that the aforesaid resolutions for consolidation of 1 (One) equity share of face value of Rs. 1/- (Rupees One only) each fully paid-up of the Company into 1 (One) Equity Share of Rs. 10/- (Rupee Ten only) each fully paid-up and the consequent amendments to Clause V of the Memorandum of Association of the Company are in the best interest of the members and hence recommends the special resolution as set out at Item No. 4 and 5 of the Notice for your approval.


34th

Annual Report 10

Notice


A copy of Memorandum of Association of the Company along with the proposed amendments is available for inspection for the members of the Company at the Registered Office of the Company on all working days between 11.00 a.m. to 02.00 p.m. None of the Directors or Key Managerial Personnel of the Company or their relatives are, in any way, concerned or interested, financially or otherwise, in the said resolution. Item No.6 Based on the recommendation of Nomination and Remuneration Committee, the Board of Directors, at its meeting held on 14th October, 2016, appointed Mrs. Tanu Agarwal as an additional director under Section 161(1) of the Act and rules there under, in the Non executive category. Accordingly, Mrs. Tanu Agarwal holds office as a director up to the date of the forthcoming Annual General Meeting. It is proposed to appoint her as a Director liable to retire by rotation at AGM of the Company, pursuant to provisions of section 152 of Companies Act, 2013. The Company has received a notice along with the deposit of requisite amount under Section 160 of the Act from Mrs. Tanu Agarwal proposing her candidatureship for the office of a director of the Company. In the opinion of the Board, Mrs. Tanu Agarwal fulfils the conditions specified in the Act and Rules made there under for her appointment as a Director of the Company. The Board of Director is of the opinion that Mrs. Tanu Agarwal, possesses requisite skills, experience and knowledge relevant to the company’s business and it would be in the interest of the company to continue to have her association with the company as director. Accordingly, the Board recommends the passing of the Ordinary Resolution proposed at item no. 6 of the Notice. Brief profile of Mrs. Tanu Agarwal and the disclosures required under Regulation 36 (3) of the SEBI(LODR), Regulation 2015 are given as additional information about the directors, which forms part of the Notice. None of the Directors/Key Managerial Personnel of the Company/ their relatives, except Mrs. Tanu Agarwal and Mr. Girraj Kishor Agrawal, are in any way, concerned or interested, financially or otherwise, in the resolution set out at item no. 6 of the Notice. Item No.7 Based on the recommendation of Nomination and Remuneration Committee, the Board of Directors, at its meeting held on 30th December, 2016, appointed Mr. Suresh Kharat as an additional director under Section 161(1) of the Act and rules there under, in the executive category. Accordingly, Mr. Suresh Kharat holds office as a director up to the date of the forthcoming Annual General Meeting. It is proposed to appoint him as a Director liable to retire by rotation at AGM of the Company, pursuant to provisions of section 152 of Companies Act, 2013. The Company has received a notice along with the deposit of requisite amount under Section 160 of the Act from a member proposing his candidatureship for the office of a director of the Company. In the opinion of the Board Mr. Suresh Kharat fulfils the conditions specified in the Act and Rules made there under for his appointment as a Director of the Company. The Board of Director is of the opinion that Mr. Suresh Kharat, possesses requisite skills, experience and knowledge relevant to the company’s business and it would be in the interest of the company to continue to have his association with the company as director. Accordingly, the Board recommends the passing of the Ordinary Resolution proposed at item no. 7 of the Notice.

Brief profile of Mr. Suresh Kharat and the disclosures required under Regulation 36 (3) of the SEBI(LODR), Regulation 2015 are given as additional information about the directors, which forms part of the Notice. None of the Directors/Key Managerial Personnel of the Company/ their relatives, except Mr. Suresh Kharat, is in any way, concerned or interested, financially or otherwise, in the resolution set out at item no. 7 of the Notice. Item No.8 Based on the recommendation of Nomination and Remuneration Committee, the Board of Directors, at its meeting held on 30th December, 2016, appointed Mr. Manish Raul as an additional director (Independent) under Section 161(1) of the Act read. Accordingly, Mr. Manish Raul holds office as a director up to the date of the forthcoming Annual General Meeting. It is proposed to appoint him as a Non-executive Independent Director of the Company for five consecutive years with effect from 30th December 2016 in terms of Section 149 of the Act.

34th

Annual Report 11

Notice


The Company has received a notice along with the deposit of requisite amount under Section 160 of the Act from a member proposing his candidatureship for the office of a director of the Company. Mr. Manish Raul has confirmed to the Board that he qualifies to be an independent director within the meaning of Regulation 16(1)(b) of SEBI(LODR), Regulation 2015 and Section 149(6) of the Act read with Rule 5 of the Companies (Appointment and Qualification of Directors) Rules, 2014. In the opinion of the Board, Mr. Manish Raul fulfils the conditions specified in the Act and Rules made there under for his appointment as an Independent Director of the Company.

The Board of Director is of the opinion that Mr. Manish Raul, possesses requisite skills, experience and knowledge relevant to the company’s business and it would be in the interest of the company to continue to have his association with the company as director. Accordingly, the Board recommends the passing of the Ordinary Resolution proposed at item no. 8 of the Notice.

Brief profile of Mr. Manish Raul and the disclosures required under Regulation 36 (3) of the SEBI(LODR), Regulation 2015 are given as additional information about the directors, which forms part of the Notice.

None of the Directors/Key Managerial Personnel of the Company/ their relatives, except Mr. Manish Raul, is in any way, concerned or interested, financially or otherwise, in the resolution set out at item no. 8 of the Notice. Item No.9 Section 20 of the Companies Act, 2013 read with Rule 35 of the Companies (Incorporation) Rules, 2014 provides the mode of service of documents inter-alia to the members of the Company. Further, proviso to sub-section (2) of that Section states that where a member requests for delivery of any document through a particular mode, he shall pay such fees as may be determined by the company in its Annual General Meeting (‘AGM’). Accordingly, approval of shareholders is sought, to authorize the Board of Directors to determine the fee to be charged from a member who requests delivery of any documents through a particular mode. The Board recommends the Ordinary Resolution set out at Item No. 9 of the Notice for approval by the shareholders. None of the Directors / Key Managerial Personnel of the Company, or their relatives are, in any way, concerned or interested, financially or otherwise, in this resolution. REGISTERED OFFICE: By Order of the Board E-109 Crystal Plaza, New Link Road, Opp. Infinity Mall, Andheri (West), Sd/- Mumbai: 400053. Girraj Kishor Agrawal Date: 12/06/2017 (Director)

DIN: 00290959

34th

Annual Report 12

Notice KYC Form


BANAS FINANCE LIMITED CIN: L65910MH1983PLC030142

Regd. Off: E-109, Crystal Plaza, Opp. Infinity Mall, New Link Road, Andheri (West), Mumbai -53 Tel No: 022-61522225| Email Id: [email protected] |Website: www.banasfinance.com

Dear Shareholder(s), This is to inform you that the company is in process of Updation of records of the shareholders in order to reduce the physical documentation as far as possible. With new BSE listing agreement, it is mandatory for all the investors including transferors to complete their KYC information. Hence, we have to update your PAN No., phone no. and e-mail id in our records. We would also like to update your current signature records in our system. To achieve this we solicit your co-operation in providing the following details to us:

1. If you are holding the shares in dematerialized form you may update all your records with your Depository Participant (DP).

2. If you are holding shares in physical form, you may provide the following : Folio No. : Pan No. : E-mail ID : Telephone No. : Name and Signatures : i. ii. iii. By Order of the Board Sd/- Girraj Kishor Agrawal Director DIN: 00290959

mailto:[email protected]%20%7CWebsite

34th

Annual Report 13

Notice Details of Director Seeking Appointment / Re-appointment


DETAILS OF THE DIRECTOR SEEKING APPOINTMENT/ REAPPOINTMENT AT THE FORTHCOMING ANNUAL GENERAL MEETING (IN PURSUANCE OF Regulation 36(3) of the Listing Regulation)

Sr. No.

Name of the Directors Mr. Girraj Kishor Agrawal Mrs. Tanu Agarwal Mr. Manish Raul Mr. Suresh Kharat

1 Date of Birth 19/05/1964 04/10/1968 21/09/1968 23/03/1970

2 Age 52 years 48 Years 48 Years 46 Years

3 Date of Appointment 12/10/2016 13/10/2016 30/12/2016 30/12/2016

4 PAN AABPA4928N AADPA7003J AOVPR2588H ALUPK7483J

5 DIN 00290959 00290966 07676516 07676511

6 No. of shares held in the company (as on 31.03.2017)

2011 - - -

7 Qualifications Chartered Accountant B.Sc. Under graduate B.Com

8 Brief Profile He is a Chartered Accountant. His vast experience is backed by astute and dynamic leadership qualities. He has expertise in Taxation, Corporate Laws and Finance. He has wide and vast experience in Corporate Finance like ICD's, Bill Discounting, Project financing, Hire-Purchase, finance, and investment banking as he had been instrumental in syndicating such services to the clients. His vision to take the Company to the new orbit that helps the Company to achieve the stringent targets and to claim the position of one of the best governance players in the market.

Mrs. Tanu Agrawal is the Director of the Company. She is a Science Graduate, has done B.Sc. She is handling Business Activities of the group companies for the last 18 years and also involve in routine operations of the Group Companies. She has good interpersonal and communication skills and ability required to lead as a Director.

He has experience of working for more than 7 years in Financial Market.

He is a Commerce graduate and is having 16 years of vast experience in Financial Market.

9 List of other Directorships (excluding Foreign Company)

1. Handful Investrade Pvt Ltd 2. Agrawal Bullion Ltd 3. Rockon Capital Market Pvt Ltd 4. Kayaguru Capital Market Pvt Ltd 5. Rockon Enterprises Limited 6. Proaim Enterprises Limited 7. Five X Tradecom Limited 8. Axon Ventures Limited 9. Tilak Ventures Limited

1. Handful Investrade Pvt Ltd 2. Agrawal Bullion Ltd 3. Rockon Capital Market Pvt Ltd 4. Kayaguru Capital Market Pvt Ltd 5. Rockon Enterprises Limited 6. Proaim Enterprises Limited 7. Five X Tradecom Limited 8. Axon Ventures Limited 9. Tilak Ventures Limited

Nil Nil

34th

Annual Report 14

Notice Details of Director Seeking Appointment / Re-appointment


10 Membership/Chairmanship of other Public Companies (includes only Audit Committee and Stakeholder Relationship Committee

Membership of audit and Stakeholder committee of the following companies: 1. Tilak Ventures Limited 2. Axon Ventures Limited 3. Banas Finance Limited Chairmanship of audit and Stakeholder committee of the following companies: 1. Five x Tradecom limited

Membership of audit and Stakeholder committee of the following companies: 1. Proaim Enterprises Ltd 2. Rockon Enterprises Ltd 3. Five X Tradecom Ltd Chairmanship of audit and Stakeholder committee of the following companies: Nil

Nil Nil

11 Relationships, if any between Directors, interest.

Spouse of Mrs. Tanu Agarwal, Director of the Company.

Spouse of Mr. Girraj Kishor Agrawal, Director of the Company.

No No

````

34th

Annual Report 15

Directors Report


To The Members of, Banas Finance Limited Your Directors have pleasure in presenting the 34th Annual Report along with the Audited Accounts for the financial year ended March 31, 2017. FINANCIAL RESULTS: Summary of the Company’s financial performance for F.Y. 2016-2017 as compared to the previous financial year is given below: (Figures in Lacs)

Particulars F.Y. 2016 – 2017

F.Y. 2015 – 2016

Total Revenue 956.34 809.29

Profit before Dep. & Int. (331.38) (215.87)

Depreciation - -

Interest 182.47 100.69

Profit after Depreciation & Interest (513.85) (316.57)

Provision for Taxation 0.038 0.33

Provison for Tax (deferred) 0.32 0.18

Provision for Taxation for earlier year - -

Profit/ Loss after Tax (513.79) (329.75)

Balance carried to Balance Sheet (513.79) (329.75)

HIGHLIGHTS:

The company is mainly engaged into business of and Finance and Investment. During the year under review Company’s’ total revenue has increased to Rs. 956.345 lacs from Rs. 809.29 lacs as compared to previous financial year measuring 18.17% The Company has also managed to control its administrator expenses to the extant but the main reason of incurring huge loss of Rs. 513.795 Lacs during the year as compared to 329.75 in previous year was due to devaluation of stock during the year. The management of the Company is very optimistic regarding performance of the Company in future and taking every steps and making every efforts to turn the Company in to profitable organization DIVIDEND: During the year, the company incurred losses; your directors have not recommended any dividend on Equity Shares for the year under review. DEPOSITS: Your Company has not accepted any deposits within the meaning of Section 73 (1) and 74 of the Companies Act, 2013 read together with the companies (Acceptance of Deposits) Rules, 2014. AMOUNTS TO BE TRANSFERRED TO RESERVES In the view of continuous losses no fund was transferred to General Reserve and Statutory Reserves as per provision of Section 45 (i)(c) of the Reserve Bank of India Act, 1934. CHANGE IN DIRECTORS AND KMP: The Composition of the Board during the year was as per the provisions of Regulation 17(1) of listing regulation read with the Companies Act, 2013. During the period under review, On the recommendation of Nomination and Remuneration Committee, your Board inducted Mrs. Tanu Agarwal as an Additional Director under Non Executive category w.e.f. 13th October 2016 and Mr. Suresh kharat and Mr. Manish Raul as an Additional Directors of the Company in the category of Executive and Non Executive-Independent, respectively,

BOARD OF DIRECTORS REPORT

````

34th

Annual Report 16

Directors Report


with effect from 30th December 2016. In terms of Section 161 of the Companies Act, 2013 they will hold office up to the date of the ensuing Annual General Meeting. The Company has received a notice in writing along with deposit, pursuant to Section 160 of Companies Act, 2013, proposing the appointment of Mrs. Tanu Agarwal, Mr. Suresh kharat and Mr. Manish Raul as Directors of the Company. Your Board has recommended the appointment of Mrs. Tanu Agarwal and Mr. Suresh kharat as a Director of the Company liable to retire by rotation at AGM of the Company and Mr. Manish Raul as an Independent Director of the Company for a period of five years w.e.f 30th December 2016 till 29th December 2021. Pursuant to Section 152 of the Companies Act, 2013 Mr. Girraj Kishor Agrawal, Director, is retiring by rotation at the ensuing Annual General Meeting and being eligible offered himself for re-appointment. Your Board has recommended his re-appointment. During the year Ms. Swati shinde and Mr. Ashwin Shah had resigned from the post of Directorship w.e.f. 13/10/2016 and 30/12/2016 respectively. The Board appreciates the contribution made by them. Ms. Aarti Gavnang, who was appointed as an Additional Director in the category of Non Executive Independent w.e.f. 30th December 2016, has tendered her resignation from the post w.e.f. 15th May 2017. Ms. Nikita Joshi. Company Secretary and Compliance Officer of the Company tendered her resignation w.e.f. 5 th May 2017. Mr. Manish Raul has given declarations that they continues to meet the criteria of independence as laid down under Section 149(6) of the Act and Regulation 16(1)(b) of the Listing Regulations. As required under Regulation 36(3) of the listing Regulations with the stock exchanges, the information on the particulars of Directors proposed for appointment/re–appointment has been given in the notice of annual general meeting. DIRECTORS’ RESPONSIBILITY STATEMENT: In accordance with the provisions of Section 134 (3) (c) and 134 (5) of the Companies Act, 2013, and based on the information provided by management, your Directors’ state that:

a) In the preparation of the annual accounts for the financial year ended 31st March, 2017 the applicable accounting standards have been followed.

b) Directors have selected such Accounting policies 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 corporation as at the end of March 31, 2017 and of the profit of the Company for the year ended on that date.

c) Director have taken Proper and sufficient care to the best of their knowledge and ability for the maintenance of

adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

d) Directors have prepared the annual accounts on a ‘going concern’ basis;. e) Director have laid down internal financial controls commensurate with the size of the Company and that such

financial controls were adequate and were operating effectively. f) Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that

such systems are adequate and operating effectively. DECLARATION OF INDEPENDENCE BY DIRECTORS: The Independent Non-executive Directors of the Company, viz. Ms. Seema Nirmalsingh Siddhu, Mr. Hardikkumar Bharatbhai Kabariya, Mr. Manish Raul and Ms. Aarti Gavnang have affirmed that they continue to meet all the requirements specified under Regulation16(1)(b)of the listing regulations in respect of their position as an “Independent Director” of Banas Finance Limited. POLICIES ON DIRECTORS’ APPOINTMENT AND REMUNERATION: The Company adheres to the requirements prescribed in the Companies Act, 2013, rules and amendments made there under and SEBI regulations for the Appointment and remuneration of the Directors of the Company.

````

34th

Annual Report 17

Directors Report


The policies of the Company on Directors’ appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a Director and other matters provided under sub-section (3) of Section 178 of the Act is appended as Annexure I to this Report. MANNER IN WHICH FORMAL ANNUAL EVALUATION HAS BEEN MADE BY THE BOARD OF ITS OWN PERFORMANCE AND THAT OF ITS COMMITTEES AND INDIVIDUAL DIRECTORS: Evaluation of performance of all Directors is undertaken annually. The Company has implemented a system of evaluating performance of the Board of Directors and of its Committees and individual Directors on the basis of a structured questionnaire which comprises evaluation criteria taking into consideration various performance related aspects. The Board of Directors has expressed its satisfaction with the evaluation process. STATUTORY AUDITORS: M/s. Pravin Chandak & Associates, Chartered Accountants having Registration No. 116627W, who are the Statutory Auditors of the Company hold office up to the forthcoming Annual General Meeting and are recommended to ratify the appointment up to next Annual General Meeting, to audit the accounts of the Company for the Financial Year 2017-18. As required under the provisions of Section 139 of the Companies Act, 2013, the Company has obtained written confirmation from M/s. Pravin Chandak & Associates, that their appointment, if made, would be in conformity with the limits specified in the said Section. AUDITORS REPORT: Observations made in the Auditors’ Report are self-explanatory and therefore do not call for any further comments under Section 134 (1) of the Companies Act, 2013. COMMENTS ON OBSERVATION MADE BY STATUTORY AUDITORS: M/s. Pravin Chandak and Associates, Practicing Chartered Accountant, in his Independent Auditor Report for financial year 2016-17 have drawn the attention of the management on some Prudential Norms of NBFC, which have been marked as qualification in his report. In connection with the same management here with give the explanation for the same as follows: The Management is of having view that that the Company is Small NBFC, as compared to other giants in the market. Company had not accepted any deposits from public. The Company is doing business out of its own fund. The Company operates its business with at most care and diligence. As far as making of Loan and Advances are concerned, management grants demand loan only either to the parties known to the Company or by reference which are governed by the Board policies. In some cases Loan Agreements or some KYC were not maintained. However considering the close monitoring of Board, no appraisal, renewal, policies and procedure, has been prescribed therefore and Directors are of a view that the Company has maintained all basic and necessary documents, but according to the auditor the documents are not appropriate/enough. The Company is continuously making efforts to make KYC documents in line with auditor's directions, for all future loan agreement and contracts to be entered. The Loans and Advances granted by the Company is considered as good and recoverable and do not required any provisions and same has been closely supervised and monitored on regular basis and proper internal audit and internal control is in place. The management of the Company is quite confident that there is/was no NPA. The Company grants unsecured loan either to the parties to whom Company knows personally or to the parties, whose reference has been received from, some parties with whom Company has already done the business. Though the repayment of the loan and interest there on might have been delayed some time by the parties, but Company do receive the payment on later date. As far as appropriateness of internal control system is concerned, management is having views that the company has effective and sufficient internal control system in place for granting loans and over purchase and sales. The management grants demand loan only either to the parties known to the Company or by references which are governed by the Board policies. The Loan and Advances granted by the Company is considered as good and recoverable and do not required any significant provisions and same has been closely supervised and monitored on regular basis therefore no appraisal, renewal, Policies, procedures, committee or documents have been prescribed and executed. It’s difficult to establish any standard or fixed policy and procedure for granting loans, as it depends upon emergency of funds and other requirements of the clients.

````

34th

Annual Report 18

Directors Report


SECRETARIAL AUDIT:

Pursuant to the requirements of Section 204(1) of the Act, and Rule 9 of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed Jelphine Angel Nadar., Practicing Company Secretaries, to conduct the Secretarial Audit for the financial year 2016-17. The Secretarial Audit Report as received from Jelphine Angel Nadar is appended to this Report as Annexure II. COMMENTS ON OBSERVATION AND QUALIFICATION MADE BY SECREATARIRAL AUDITORS: Jelphine Angel Nadar., Company Secretary in Practice, in his Secretarial Audit Report for financial year 2016-17 have drawn the attention of the management on some the non-compliances, which have been marked as qualification in his report. In connection with the same management herewith give the explanation for the same as follows: The Company is not registered under Maharashtra State Tax on Professions, Trades, callings and Employments Tax, Act 1975 (Profession Tax Act). The Company will soon obtain valid Profession Tax number and will comply the same in future. The Company secretary of the Company had resigned from the post of the Company Secretary w.e.f. 22nd March, 2016. According to Section 203 any vacancy arosed due to resignation should be filled with six month of said vacancy. Since Company was looking for desirable candidate, the post of Company Secretary was vacant for some period. Company appointed new company secretary w.e.f. 2nd December 2016. As far as provisions of prudential norms issued by Reserve Bank of India for Non-Banking Financial (Non - Deposit Accepting or Holding) and maintenance of Know Your Customer' (KYC) is concerned explanation is already given in previous point i.e. COMMENTS ON OBSERVATION MADE BY STATUTORY AUDITORS. NUMBER OF MEETINGS OF THE BOARD: The details of the number of meetings of the Board held during the Financial Year 2016-17 forms part of the Corporate Governance Report. COMMITTEES OF THE BOARD: The Board of Directors has the following Committees: 1. Audit Committee 2. Nomination and Remuneration Committee 3. Stakeholders’ Relationship Committee The details of the Committees along with their composition, number of meetings and attendance at the meetings are provided in the Corporate Governance Report. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS: There are no significant and material orders passed by the Regulators/Courts that would impact the going concern status of the Company and its future operations. MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY: No material changes and commitments affecting the financial position of the Company occurred during Financial Year 2016-17, till the date of this report. Further there was no change in the nature of business of the Company. SUBSIDIARY, JOINT VENTURE OR ASSOCIATE COMPANIES: During the year, no company has become or ceased to be a subsidiary, joint venture or associate of the Company. REPORTS ON CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION & ANALYSIS: The Company is committed to maintain the highest standards of Corporate Governance and adhere to the Corporate Governance requirements set out by SEBI. In compliance with Regulation 34 and Schedule V of SEBI Listing Regulations 2015, report on the Corporate Governance, along with a certificate from the Statutory Auditors of the Company on compliance with the provisions is annexed and forms part of the Annual Report.

````

34th

Annual Report 19

Directors Report


PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES: The particulars of contracts or arrangements with related parties referred to in Section 188(1), as prescribed in Form AOC - 2 are appended as Annexure III. EXTRACT OF ANNUAL RETURN: Pursuant to the requirements under Section 92(3) and Section 134(3) of the Act read with Rule 12 of Companies (Management and Administration) Rules, 2014, an extract of Annual Return in prescribed Form MGT-9 is given in the Report as Annexure IV. PARTICULARS OF EMPLOYEES AND RELATED INFORMATION: In terms of the provisions of Section 197(12) of the Act read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement containing the disclosures pertaining to remuneration and other details as required under the Act and the above Rules are provided in the Annual Report. The disclosures as specified under Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, have been appended to this Report as Annexure V. POSTAL BALLOT: During Financial year 2016-17, postal ballot was conducted by company to obtain members’ approval with respect to:

1. Give loans guarantees and provide securities beyond the prescribed limits u/s 186 of the Companies Act, 2013 to the extent of Rs. 100 crores.

2. Borrow money in excess of limits prescribed u/s 180(1) (c) of the Companies Act, 2013, up to Rs. 100 crores. 3. Create security under section 180(1) (a) of the Companies Act, 2013 in connection with borrowings of the

Company. All of the above resolutions have been unanimously passed by the members. RISK MANAGEMENT AND INTERNAL CONTROLS: The Company has the risk management and internal control framework in place commensurate with the size of the Company. However Company is trying to strengthen the same. The details of the risks faced by the Company and the mitigation thereof are discussed in detail in the Management Discussion and Analysis report that forms part of the Annual Report. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS: Details of investments covered under the provisions of Section 186 of the Companies Act, 2013 will be produced for verification to the members on their specific request. CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION: The Company, being a non–banking finance company (NBFC), does not have any manufacturing activity. The directors, therefore, have nothing to report on ‘conservation of energy and technology absorption’. MEMBER OF CREDIT RATING AGENCY: During the year under review your company has maintained the membership with CIBIL Limited, CRIF High Mark Credit Information Services Pvt. Ltd., Equifax Credit Information Services Pvt Ltd and Experian Credit Information Company of India Pvt. Ltd. LISTING OF SHARES: Equity shares of your Company are listed on Bombay Stock Exchange only and the Company has paid the necessary Listing fees for the year 2017–2018. FOREIGN EXCHANGE: There is no inflow and outflow of Foreign Exchange. VIGIL MECHANISM/WHISTLE BLOWER POLICY:

````

34th

Annual Report 20

Directors Report


The Company has established a vigil mechanism to provide appropriate avenues to the Directors and employees to bring to the attention of the Management, the concerns about behavior of employees that raise concerns including fraud by using the mechanism provided in the Whistle Blower Policy. The Whistle Blower Policy is hosted on company’s website at https://banasfinance.files.wordpress.com/2016/08/whistle_blower_policy_banas_finance.pdf During the financial year 2016-17, no cases under this mechanism were reported in the Company. POLICY FOR PREVENTION, PROHIBITION AND REDRESSAL OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE: The company has framed policy in accordance with The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. The Sexual Harassment of Women At Workplace is hosted on company’s website at https://banasfinance.files.wordpress.com/2015/07/sexual-harassment-policy_banas-finance.pdf During the financial year 2016-17, no cases in the nature of sexual harassment were reported at any workplace of the company. CEO AND CFO CERTIFICATION: The Chief Executive Officer and Chief Financial Officer Certification as required under Regulation 17(8) read with Part B of Schedule II of the SEBI(LODR) Regulation,2015 have been appended to this report in Annexure VI. ACKNOWLEDGEMENT: The Board of Directors wishes to express sincere thanks to Bankers, Shareholders, clients, Financial Institutions, customers, suppliers and employees of Companies for extending support during the year. FOR & ON BEHALF OF THE BOARD Sd/- Sd/- Amit Gulecha Girraj Kishor Agrawal (Managing Director) (Director) DIN: 06964404 DIN: 00290959 Place: Mumbai Date: 12/06/2017

https://banasfinance.files.wordpress.com/2016/08/whistle_blower_policy_banas_finance.pdf

https://banasfinance.files.wordpress.com/2015/07/sexual-harassment-policy_banas-finance.pdf

34th

Annual Report 21

Policy on Selection &

Appointment of Directors


POLICY ON SELECTION & APPOINTMENT OF DIRECTORS Objective: Pursuant to the provisions of Section 178 of the Companies Act, 2013 (the Act), the Nomination and Remuneration Committee of a company is required formulate the criteria for determining the qualifications, positive attributes and independence of a director proposed to be appointed as a director on the board of the company. This Policy document records the criteria for selection and appointment of directors on the Board of the Company. Scope: This Policy is applicable to selection and appointment of directors on the Board of the Company. Criteria for selection of Directors: The Nomination and Remuneration Committee (‘the Committee’) of the Board of the Company to keep the following criteria in mind while assessing the suitability of an individual as a director on the Board of the Company:

a) Demonstration of independence, integrity, high personal and professional ethics; b) Ability and willingness to commit sufficient time to the responsibilities as a Board member; c) Understanding of the Company’s/Group’s business and related industry; d) General understanding of marketing, finance, and other disciplines relevant to the business of the Company/

Group; Educational and professional background – professional qualification and/or experience of having run a business at senior management and decision making level;

e) Age giving sufficient experience as well as length of service available; f) Ability to assessment the conflict of interest, if any; g) Personal accomplishments and ability to influence decisions.

The above are the broad parameters for assessing the candidate’s suitability. The Committee has the discretion to apply additional or different criteria as it may deem fit. The Committee shall assist the Board in ensuring Board nomination process with the diversity of gender, thought, experience, knowledge and perspective in the Board. The Committee may also consider the contributions that a board candidate can be expected to make to the collective functioning of the Board based upon the totality of the candidate’s credentials, experience and expertise, the composition of the Board at the time, and other relevant circumstances. The Committee will also keep in mind regulatory requirements in this regard. An Independent Director can hold office for a term up to five consecutive years on the Board of the Company and he is eligible for re-appointment on passing of a special resolution by the Company and disclosure of such appointment in the Board’s report. No Independent Director can hold office for more than two consecutive terms of five years, but such Independent Director is eligible for appointment after expiry of three years of ceasing to become an Independent Director. Provided that an Independent Director shall not, during the said period of three years, be appointed in or be associated with the Company in any other capacity, either directly or indirectly. The Company may appoint or re-appoint any person as the Managing Director and/or Whole-time Director for a term not exceeding five years at a time. Further, they shall not be reappointed earlier than one year before the expiry of their term. Persons to be considered for appointment as directors are selected by the Nomination and Remuneration Committee in accordance with the policies and principles above and under the Act and the Listing Agreement. The invitation to join the Board may be extended by the Chairman of the Board.

REMUNERATION POLICY Introduction: This Remuneration Policy (Policy) of Banas Finance Limited has been formulated for its directors, key managerial personnel and other employees keeping in view the following objectives:

ANNEXURE- I

34th

Annual Report 22

Policy on Selection &

Appointment of Directors


1. Ensuring that the level and composition of remuneration is reasonable and sufficient to attract, retain and motivate, to run the company successfully.

2. Ensuring that relationship of remuneration to performance is clear and meets the performance benchmarks. 3. Ensuring that remuneration involves a balance between fixed and incentive pay reflecting short and long term

performance objectives appropriate to the working of the company and its goals. 4. The Policy is in compliance with Section 178(3) and Section 178(4) of the Companies Act, 2013 and Regulation

19(4) read with Part D of Schedule II of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (the “Listing Regulations”).

Scope of policy: The Policy applies to all directors, key managerial personnel and other employees. Policy: The Board, on the recommendation of the Nomination and Remuneration Committee (NRC), shall review and

approve the remuneration payable to the Executive Directors of the Company within the overall limits approved by the shareholders.

The Board, on the recommendation of the Nomination and Remuneration Committee, shall also review and approve the remuneration payable to the other Key Managerial Personnel of the Company.

The remuneration structure of the Executive Directors and other Key Managerial Personnel shall include the following components: a. Total Fixed Cost: This includes base salary, other allowances, perquisites and retirement benefits. b. Variable Cost: This includes incentives / performance bonus linked to Company and individual performance. c. The sum total of the Total Fixed Cost and Variable Cost is called the Cost to Company in the remuneration package.

Remuneration to Non-Executive Directors shall be entitled to sitting fees for attending the meetings of the Board and the Committees thereof. Remuneration to other employees shall be assigned grades according to their qualifications and work experience, competencies as well as their roles and responsibilities in the organization, Individual remuneration shall be determined within the appropriate grade and shall be based on various factors such as job profile, skill sets, seniority, experience and prevailing remuneration levels for equivalent jobs. Remuneration is annually reviewed for the Key Managerial Personnel and other employees who are eligible for compensation review keeping in view the remuneration objectives.

34th

Annual Report 23

Secretarial Audit Report

report


FORM MR-3 SECRETARIAL AUDIT REPORT

FOR THE FINANCIAL YEAR ENDED MARCH 31, 2017 [Pursuant to Section 204(1) of the Companies Act, 2013 and Rule No. 09 of the Companies

(Appointment and Remuneration Personnel) Rules, 2014] To, The Member, BANAS FINANCE LTD E-109, Crystal Plaza, New Link Road, Andheri (West), Mumbai -400053

I have conducted the Secretarial Audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by BANAS FINANCE LIMITED (hereinafter called the Company). Secretarial Audit was conducted in a manner that provided us reasonable basis for evaluating the corporate conducts/statutory compliances and expressing our opinion thereon. Based on our verification of the Company’s books, papers, minute books, forms and returns filed and other records maintained by the company and also the information provided by the Company, its officers, agents and authorized representatives during the conduct of secretarial audit, I hereby report that in our opinion, the Company has , during the audit period covering the financial year ended on March 31, 2017 complied with the Statutory provisions listed hereunder and also that the Company has proper Board-processes and compliance-mechanism in place to the extent, in the manner and subject to the extent, in the manner and subject to the reporting made hereinafter. I have examined the books, papers, minute books, forms and returns filed and other records maintained by the Company for the financial year ended on March 31, 2017 according to the provisions of;

1. The Companies Act, 2013 (the Act) and the rules made there under; 2. The Securities Contracts ( Regulation) Act, 1956(SCRA) and the rules made there under; 3. The Depositories Act, 1996 and the Regulations and Bye-law framed hereunder; 4. Foreign Exchange Management Act, 1999 and the rules and regulations made there under to the extent of Foreign

Direct Investment and Overseas Direct Investment; 5. The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India , 1992

(‘SEBI Act’);

a) The Securities and Exchange Board of India(Substantial Acquisition of Shares and Takeovers) Regulations, 2011;

b) The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 1992; c) The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, d) 2009 –Not applicable as the company has not issued any shares during the year under review; e) The Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock

Purchase Scheme) Guidelines , 1999 - Not applicable as the Company has not issued any shares/options to directors/employees under the said guidelines / regulations during the year under review;

f) The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008 – Not g) applicable as the Company has not issued any debt securities which were listed during the year under

review; h) The Securities and Exchange Board of India ( Registration to an Issue and Share Transfers Agents)

Regulations, 1993 – Not Applicable as the Company is not registered as Registrar to Issue and Share Transfer Agent during the year under review;

i) The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009 - Not applicable as the Company has not delisted / propose to delist its equity shares from any Stock Exchange during the year under review;

j) The Securities and Exchange Board of India (Buyback of Securities ) Regulations, 1998 - Not applicable Not k) applicable as the Company has not bought back or propose to buy-back any of its securities during the

year under review;

6. Having regards to the compliance system prevailing in the Company and on examination of the relevant documents and records in pursuance thereof on test-check basis, the following laws are also applicable on company;

Annexure- II

34th

Annual Report 24


report


i. Circulars, Directions and Notification issued under Reserve Bank of India Act in relation to Non-Banking Financial (Non - Deposit Accepting or Holding) Companies which include any statutory revisions, modifications etc;

ii. Maharashtra state Tax on Professions, Trades, Callings and Employments Act 1975; iii. The Equal Remuneration Act, 1976;

I have also examined compliance with the applicable clause of the following;

I. The Secretarial Standards with respect to Meetings of Board of Directors (SS-1) and General Meetings (SS-2) issued by The Institute of Company Secretaries of India. II. The Listing Agreements entered into by the Company with BSE & NSE and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (effective 1st December, 2015.

During the period under review, the Company has complied with the provisions of the Act, Rules, Regulations, Guidelines, Standards, etc. mentioned above except the followings:

I. The Company have not been registered under Maharashtra state tax on Professions, Trades, Callings and Employments Act 1975. However, professional tax have been deducted from the salaries of the staffs and employees. II. Company has not followed some of the provisions of prudential norms issued by Reserve Bank of India for Non-Banking Financial (Non - Deposit Accepting or Holding) Companies which also including any statutory modification and amendment from time to time; III. Some of the provision of Know Your Customer' (KYC) Guidelines issued by Reserve Bank of India from time to time is not properly followed by the company. IV. During the year company fail to appoint Whole time Company Secretary within a period of six months from the date of such vacancy.

I further report that:-

The Board of Directors of the Company is duly constituted with proper balance of Executive Directors, Non-Executive Directors and Independent Directors. The changes in the composition of the Board of Directors that took place during the period under review were carried out in compliance with the provisions of the Act.

Adequate notice is given to all Directors to schedule the Board Meetings, agenda and detailed notes on agenda were sent at least seven days in advance, and a system exists for seeking and obtaining further information and clarification on the agenda items before the meeting and for meaningful participation at the meeting.

Majority decision is carried through, while the dissenting members’ views, if any, are captured and recorded as part of the minutes.

I further report that there are adequate systems and processes in the Company, commensurate with the size and operations of the Company to monitor and ensure compliance with applicable laws, rules, regulations and guidelines. Note: This report is to be read with our letter of even date which is annexed as “ANNEXURE A” and forms an integral part if this report.

Jelphine Angel Nadar Practicing Company Secretary C P No.: 10602 Sd/- Jelphine Angel Nadar Proprietor ACS No.: 29347 Place: Mumbai Date: 12/06/2017

34th

Annual Report 25


report


To, The Member, BANAS FINANCE LIMITED E-109, Crystal Plaza, New Link Road, Andheri (West), Mumbai -400053 Our report of even date is to be read along with this letter. Management’s Responsibility 1. It is the Responsibility of Management of the Company to maintain Secretarial records, device proper systems to

ensure compliance with the provisions of all applicable laws and regulations and to ensure that the systems are adequate and operate effectively.

Auditor’s Responsibility 2. I have followed the audit practices and processes as were appropriate to obtain reasonable assurance about the

correctness of the contents of the Secretarial records. The verification was done on the test basis to ensure that correct facts are reflected in Secretarial records. I believe that the processes and practices, I followed provide a reasonable basis for our opinion.

3. 3. I have not verified the correctness and appropriateness of financial records and books of accounts of the

Company.

4. Where ever required, I have obtained the Management representation about compliance of laws, rules and regulations and happenings of events etc.

5. The compliance of provisions of Corporate and other applicable laws, rules, regulations, standards is the responsibility of the management. Our examination was limited to the verification of procedures on test basis.

Disclaimer 6. The Secretarial Audit Report is neither an assurance as to the future viability of the Company nor of efficacy or

effectiveness with which the management has conducted the affairs of the Company. Place: Mumbai Jelphine Angel Nadar Date: 12/06/2017 Practicing Company Secretary

C P No.: 10602

Sd/- Jelphine Angel Nadar Proprietor ACS No.: 29347

Annexure to the Secretarial Audit Report

34th

Annual Report 26

AOC 2

report


FORM AOC-2 RELATED PARTY TRANSACTIONS

(Pursuant to clause (h) of sub-section (3) of section 134 of the Act and Rule 8(2) Of the Companies (Accounts) Rules, 2014)

Form for disclosure of particulars of contracts/arrangements entered into by the company with related parties referred to in sub-section (1) of section 188 of the Act including certain arm’s length transactions under third proviso thereto:

1) Details of material contracts or arrangements or transactions not at arm’s length basis: None of the transactions with related parties fall in this category.

2) Details of material contracts or arrangement or transactions at arm’s length basis:

Name of Related Party and nature of transactions

Nature of contract

/arrangement /transactions

Duration of the contract / arrangement /transactions

Salient terms of contract /arrangement

/transactions, including value, if any

Date(s) of approval by

the Board

Amounts paid as

advance

Proaim Enterprises Ltd.

Sale of shares Ongoing Sale of 1,54,000 shares of Agrawal Bullion Ltd worth Rs. 1,85,00,000

01/04/2015 -

Tilak Ventures Ltd. Sale of shares Ongoing Sold 1,60,000 shares of Agrawal Bullion Ltd worth Rs. 1,92,00,000

01/04/2015 -

FOR & ON BEHALF OF THE BOARD Sd/- Sd/- Amit Gulecha Girraj Kishor Agrawal (Managing Director) (Director) DIN: 06964404 DIN: 00290959 Place: Mumbai Date: 12/06/2017

Annexure- III

34th

Annual Report 27

MGT 9

report


MGT-9 EXTRACT OF ANNUAL RETURN [Pursuant to Section 92(3) of the Companies Act, 2013 and Rule 12(1) of the Companies

(Management and Administration) Rules, 2014]

I REGISTRATION & OTHER DETAILS: i CIN L65910MH1983PLC030142

ii Registration Date 06/06/1983

iii Name of the Company BANAS FINANCE LTD

iv Category/Sub-category of the Company Company Limited by Shares/ Indian Non-Government Company

v Address of the Registered office & contact details

E-109, Crystal Plaza, New Link Road, Opp. Infinity Mall, Andheri (West), Mumbai – 400053 Tel-022-61522225 / 61522221 E-Mail- [email protected]

vi Whether listed company Yes

vii Name, Address & contact details of the Registrar & Transfer Agent, if any.

M/s. Purva Share Registry (India) Pvt. Ltd, 9 Shiv Shakti Industrial Estate, J R Boricha Marg, Opp. Kasturba Hosp., Lower Parel (E), Mumbai – 400011 Tel: 022 – 23016761 / 23018261 E-Mail- [email protected]

IV. SHARE HOLDING PATTERN (Equity Share capital Breakup as percentage of Total Equity)

A) Category-wise Share Holding

No. of Shares held at the beginning of the year (As on 1st April, 2016)

No. of Shares held at the end of the year (As on 31st March, 2017)

% change during

the year

Demat Physical Total % of Total

Shares

Demat Physical Total % of Total

Shares

A. Promoters

(1) Indian a) Individual/HUF 0 0 0 0 0 0 0 0 0

b) Central Govt. 0 0 0 0 0 0 0 0 0

c) State Govt.(s) 0 0 0 0 0 0 0 0 0

d) Bodies Corp. 14500000 0 14500000 12.75 14500000 0 14500000 12.75 0

e) Bank/FI 0 0 0 0 0 0 0 0 0

f) Any other 0 0 0 0 0 0 0 0 0

Subtotal(A)(1): 14500000 0 14500000 12.75 14500000 0 14500000 12.75 0

II PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY All the business activities contributing 10% or more of the total turnover of the company shall be stated

Sl. No.

Name & Description of main products/services

NIC Code of the Product /service

% to total turnover of the company

1 Finance and Share Trading 64990 100%

III PARTICULARS OF HOLDING, SUBSIDIARY & ASSOCIATE COMPANIES

Sl. No

Name & Address of the Company CIN/GLN

Holding / Subsidiary /

Associate

% of Shares

Held

Applicable Section

1 None - - - -

Annexure- IV


34th

Annual Report 28

MGT 9

report


(2) Foreign

a) NRIs Individuals 0 0 0 0 0 0 0 0 0

b) Other Individual 0 0 0 0 0 0 0 0 0

c) Bodies Corp. 0 0 0 0 0 0 0 0 0

d) Banks/FI 0 0 0 0 0 0 0 0 0

e) Any other… 0 0 0 0 0 0 0 0 0

Subtotal(A)(2): 0 0 0 0 0 0 0 0 0

Total Shareholding of

Promoter (A)=

(A)(1)+(A)(2)

14500000 0 14500000 12.75 14500000 0 14500000 12.75 0

B. Public Shareholding

(1) Institutions

a) Mutual Funds/UTI 0 0 0 0 0 0 0 0 0

b) Banks/FI 0 0 0 0 0 0 0 0 0

C) Central Govt. 0 0 0 0 0 0 0 0 0

d) State Govt. 0 0 0 0 0 0 0 0 0

e) Venture Capital

Funds 0 0 0 0 0 0 0 0 0

f) Insurance

Companies 0 0 0 0 0 0 0 0 0

g) FIIS 0 0 0 0 0 0 0 0 0

h)Foreign Venture

Capital Funds 0 0 0 0 0 0 0 0 0

i) Others (specify) 0 0 0 0 0 0 0 0 0

Subtotal(B)(1): 0 0 0 0 0 0 0 0 0

(2) Non Institutions

A) Bodies Corp.

i) Indian 27900871 0 27900871 24.53 27078211 0 27078211 23.80 -0.73

ii) Overseas 0 0 0 0 0 0 0 0 0

b) Individuals

i) Individual

shareholders holding

nominal share capital

up to Rs.1 lakhs

6775530 425500 7201030 6.33 8011981 425500 8437481 7.42 1.09

ii) Individuals

shareholders holding

nominal share capital

in excess of Rs.1 lakhs

54149250 8485096 62634346 55.06 57877301 8485096 66362397 58.34 3.28

c) Others (specify) 0 0 0 0 0 0 0 0 0

Clearing Members 202584 0 202584 0.18 2916373 0 2916373 2.56 2.39

HUF 1296009 0 1296009 1.14 1335572 0 1335572 1.17 0.03

NRI 25160 0 25160 0.02 24880 0 24880 0.02 -

Subtotal(B)(2): 90349404 8910596 99260000 87.25 90349404 8910596 99260000 87.25 0.00

Total Public

Shareholding

(B)= (B)(1)+(B)(2)

90349404 8910596 99260000 87.25 90349404 8910596 99260000 87.25 0.00

C. Shares held by

Custodian for GDRs &

ADRs

0 0 0 0.00 0 0 0 0.00 0.00

Grand Total (A+B+C) 104849404 8910596 113760000 100.00 104849404 8910596 113760000 100 0.00

34th

Annual Report 29

MGT 9

report


V. SHARE HOLDING OF PROMOTERS

Sl. No.

Shareholders Name

Shareholding at the beginning of the year

31/03/2016

Shareholding at the end of the year

31/03/2017

% change in share holding during

the year No. of

Shares % of total

shares of the

Company

% of shares pledged

encumbered to total shares

No. of Shares

% of total shares of the

company

% of shares pledged

encumbered to total shares

1 Handful Investrade Pvt Ltd

14500000 12.75 0.00 14500000 12.75 0.00 0.00

VI. CHANGE IN PROMOTERS’ SHAREHOLDING AS ON THE F.Y. ENDED ON 31/03/2017 Sr. No.

Shareholder’s Name Shareholding Date Increase/ Decrease

in Share

holding

Reason Cumulative Shareholding

during the year

(01-04-16 to 31-03-17)

% of total Shares of the

Company No. of

Shares at the beginning

(01-04-15 to 31-03-16)

% of total Shares of the

Company No. of

Shares

1 No Change -

VII. SHAREHOLDING PATTERN OF TOP TEN SHAREHOLDERS (OTHER THAN DIRECTORS, PROMOTERS & HOLDERS OF GDRS & ADRS)

SI No.

Name

Share Holding at the beginning/transactions during the year 2016-17

Cumulative Shareholding at the end of the year 31st

March, 2017 No. of

Shares % of Total Shares of

the Company

No. of Shares

% change in share

holding during the

year

1 Chandrakant Babu Mohit

Opening Balance 8485096 7.46 8485096 7.46

Purchase during the year - - - -

Sell during the year - - - -

Closing Balance 8485096 7.46 8485096 7.46

2 Neeraj Vora

Opening Balance 5000000 4.40 5000000 4.40

Purchase during the year 35384 0.03 5035384 4.43

Sell during the year (5000000) 4.40 35384 0.03

Closing Balance 35384 0.03 35384 0.03

3 Globe Capital Market Limited

Opening Balance 4493540 3.95 4493540 3.95


Sell during the year (4438410) 3.90 55130 0.05

Closing Balance 55130 0.05 55130 0.05

4 Raju Devi Sharwan Agarwal

Opening Balance 4386140 3.86 4386140 3.86



34th

Annual Report 30

MGT 9

report


Closing Balance 4386140 3.86 4386140 3.86

5 Girish Goel

Opening Balance 3207583 2.82 3207583 2.82



Closing Balance 3207583 2.82 3207583 2.82

6 Prashant Shashikant Sawant

Opening Balance 3071703 2.70 3071703 2.70



Closing Balance 3081703 2.71 3081703 2.71

7 Destimoney Securities Private Limited

Opening Balance 2776300 2.44 2776300 2.44



Closing Balance 2776300 2.44 2776300 2.44

8 Wakil Rajbhar

Opening Balance 2695909 2.37 2695909 2.37



Closing Balance 2695909 2.37 2695909 2.37

9 Shyam Laxman Pedamkar

Opening Balance 2307985 2.03 2307985 2.03



Closing Balance 2307985 2.03 2307985 2.03

10 Sumangalam Financial Advisory Pvt Ltd

Opening Balance 2281792 2.01 2281792 2.01



Closing Balance 2281792 2.01 2281792 2.01

11 Piyushkumar Thummar

Opening Balance 8639 0.007 8639 0.007


Sell during the year 141764 0.12 4986597 4.38

Closing Balance 4986597 4.38 4986597 4.38

12 Vishal Shivakant Mishra

Opening Balance - - - -


Sell during the year 52270 0.05 4438410 3.90

Closing Balance 4438410 3.90 4438410 3.90

13 Hemangini Vinitkumar Parikh

Opening Balance - - - -



Closing Balance 3744772 3.29 3744772 3.29

34th

Annual Report 31

MGT 9

report


# Resigned w.e.f. 13/10/2016, Resigned w.e.f. 30/12/2016 respectively | *Appointed w.e.f. 13/10/2016, 30/12/2016, 02/12/2016 respectively.

IX. INDEBTEDNESS OF THE COMPANY INCLUDING INTEREST OUTSTANDING / ACCRUED BUT NOT DUE FOR PAYMENT

Particulars Secured Loans Excluding deposits

Unsecured Loans

Deposits Total Indebtedness

Indebtedness at the beginning of the financial year

i) Principal Amount 7,03,14,055 12,68,36,102 - 20,11,61,178

ii) Interest due but not paid - 40,11,021 - -

iii) Interest accrued but not due - - - -

Total (i+ii+iii) 7,03,14,055 13,08,47,123 - 20,11,61,178

Change in Indebtedness during the financial year

* Addition 36,98,01,431 12,18,23,795 - 49,20,00,631

* Reduction 43,95,45,610 18,43,99,372 - 62,43,20,387

Net Change (6,97,44,180) (6,25,75,577) - (13,23,19,756)

i) Principal Amount 5,69,876 6,37,69,070 - 6,88,41,421

ii) Interest due but not paid - 45,02,476 - -

iii) Interest accrued but not due - - - -

Total (i+ii+iii) 5,69,876 6,82,71,546 - 6,88,41,421

X. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

A) Remuneration to Managing Director, Whole Time Directors and/or Manager: Sr. No.

Particulars of Remuneration Name of MD/WTD/Manager

Total Amount

Mr. Amit Gulecha (Managing Director)

1. Gross salary Nil Nil

(a) Salary as per provisions contained in section 17(1) of the Income tax Act, 1961

- -

(b) Value of perquisites u/s 17(2) of the Income tax Act, 1961 - -

(c) Profits in lieu of salary u/s 17(3) of the Income tax Act, 1961 - -

2 Stock Option - -

3 Sweat Equity - -

4 Commission - -

as % of profit - -

Others, specify - -

5 Others, please specify - - -

Total (A) Nil Nil

Ceiling as per the Act N.A. N.A.

VIII. SHAREHOLDING PATTERN OF DIRECTORS AND KEY MANAGERIAL PERSONNEL Sr. No.

Name of Director/KMP and Designation

Shareholding at the beginning of the year

Cumulative Shareholding during the Year

No. of Shares


Company

No. of Shares


Company

1 Amit Gulecha 68,815 0.06 68,815 0.06

2 Girraj Kishor Agrawal - - - -

3 Tanu Agarwal* - - - -

4 Seema Sidhu - - - -

5 Hardik kumar Kabariya - - - -

6 Swati Shinde# - - - -

7 Ashwin Shah# - - - -

8 Suresh Kharat* - - - -

9 Manish Raul* - - - -

10 Aarti Gavnang* - - - -

11 Nikita Joshi* - - - -

34th

Annual Report 32

MGT 9

report


B) REMUNERATION TO OTHER DIRECTORS Sr. No.

Particulars of Remuneration Name of Directors Total Amount (Rs. In Lacs)

Ashwin Shah

Seema Sidhu

Swati Shinde

Hardikkumar Kabariya

Suresh Kharat

Manish Raul

Aarti Gavnang

G.K Agrawal

Tanu Agarwal

1

Independent Directors

(a) Fee for attending Board and committee meetings

- - 13,400/- - - - 26,000 - - -

(b) Commission - - - - - - - - - -

(c)Others, please specify - - - - - - - - - -

Total (1) Nil Nil 13,400/- Nil Nil Nil 26,000/- Nil Nil Nil

2

Other Non Executive Directors

(a) Fee for attending board committee meetings

- - - - - - - - - -

(b) Commission - - - - - - - - - -

(c)Others please specify. - - - - - - - - - -

Total (2) Nil Nil Nil Nil Nil Nil Nil Nil Nil Nil Total Managerial Remuneration (B)=(1+2)

Nil Nil 13,400/- Nil Nil Nil 26,000/- Nil Nil Nil

Overall Ceiling as per the Act. N.A

C) REMUNERATION TO KEY MANAGERIAL PERSONNEL OTHER THAN MD/MANAGER/WTD

Sl. No.

Particulars of Remuneration

Key Managerial Personnel Total

Suresh Kharat Chief Financial Officer

Nikita Joshi Company Secretary

1 Gross Salary Nil- 1,02,438 1,02,438

(a) Salary as per provisions contained in section 17(1) of the Income Tax. 1961.

(b) Value of perquisites u/s 17(2) of the Income tax Act, 1961

(c ) Profits in lieu of salary under section 17(3) of the Income Tax Act, 1961

2 Stock option

3 Sweat Equity

4 Commission

-as % of profit

-others (specify)

5 Others, please specify

Total Nil 1,02,438 1,02,438

Ceiling as per the Act N.A. N.A. N.A.

34th

Annual Report 33

MGT 9

report


XI. PENALTIES / PUNISHMENT/ COMPOUNDING OF OFFENCES

Type Section of the Companies

Act

Brief Description

Details of Penalty/

Punishment/ Compounding fees imposed

Authority (RD/NCLT/Court)

Appeal made if any (give

details)

A. COMPANY

Penalty - - - - -

Punishment - - - - -

Compounding - - - - -

B. DIRECTORS

Penalty - - - - -



C. OTHER OFFICERS IN DEFAULT

Penalty - - - - -



FOR & ON BEHALF OF THE BOARD Sd/- Sd/- Amit Gulecha Girraj Kishor Agrawal (Managing Director) (Director) DIN: 06964404 DIN: 00290959 Place: Mumbai Date: 12/06/2017

34th

Annual Report 34

Particulars of Employees

and Related Information

report


PARTICULARS OF EMPLOYEES AND RELATED INFORMATION Information as per Rule 5(1) of the companies

(Appointment and Remuneration of Managerial Personnel) Rules, 2014 The percentage increase in remuneration of each Director, Chief Financial Officer and Company Secretary during the financial year 2016-17, ratio of the remuneration of each Director to the median remuneration of the employees of the Company for the financial year 2016-17 and the comparison of remuneration of each Key Managerial Personnel (KMP) against the performance of the Company are as under:

All appointments are / were non-contractual. Remuneration as shown above comprises of Salary, Leave Salary, Bonus, Leave Travel Assistance, Medical

Benefit, House Rent Allowance, Perquisites and Remuneration on Cash basis There were 9 employees on the rolls of Company as on March 31, 2017. None of the Director has received any remuneration apart from setting fees during the year.

Sr. No

Name of Director/KMP

Remuneration Received

(Rs. )

% increase in Remuneration

in the Financial year

2016-17

Ratio of remuneration

of each Director & KMP to

median remuneration of

employees 1 Shri Amit Gulecha

(Managing Director) Nil Nil Nil

2 Shri Girraj Kishor Agrawal (Director)

Nil Nil Nil

3 Smt. Seema Nirmal Singh Sidhu (Non-Executive Independent Director)

Nil Nil Nil

4 Shri. Hardikkumar kabariya (Non-Executive Independent Director)

Nil Nil Nil

5 Shri Manish Raul (Non-Executive Independent Director)

Nil Nil Nil

6 Ms. Aarti Gavnang (Non-Executive Independent Director)

Nil Nil Nil

7 Smt. Tanu Giriraj Agarwal (Director)

Nil Nil Nil

8 Shri Suresh Kharat (CFO & Director)

Nil Nil Nil

9 Smt. Nikita Joshi (Company Secretary)

1,02,438 Nil 0.25

ANNEXURE- V

34th

Annual Report 35

CEO/CFO Certification report


CEO / CFO Certification

To the Members of

Banas Finance Limited I undersigned, Director of Banas Finance Limited (“the Company”) to the best of my knowledge and belief certify that: a. I have reviewed financial statements and the cash flow statement for the year ended 31st March, 2017 and that to

the best of my knowledge and belief; I state that: i. These statements do not contain any materially untrue statement or omit any material fact or contain

statements that might be misleading; ii. These statements together present a true and fair view of the listed entity affairs and are in compliance with

existing accounting standards, applicable laws and regulations.

b. I further state that to the best of my knowledge and belief, no transactions entered into by the company during the year, which are fraudulent, illegal or violation of the Company’s Code of Conduct.

c. I am responsible for establishing and maintaining internal controls for financial reporting and that I have evaluated the effectiveness of internal control systems of the Company pertaining to financial reporting of the Company and have disclosed to the Auditors and the Audit Committee, deficiencies in the design or operation of internal controls, if any, of which I am aware and the steps I have taken or propose to take to rectify these deficiencies.

d. I have indicated to the Auditors and the Audit Committee: i. Significant changes, if any, in internal control over financial reporting during the year;

ii. Significant changes, if any, in accounting policies during the year and that the same have been disclosed in the notes to the financial statements; and

iii. Instances of significant fraud of which they have become aware and the involvement therein, if any, of the management or an employee having a significant role in the Company’s internal control system over financial reporting.

For Banas Finance Limited Sd/- Suresh Kharat (Chief Financial Officer) Dated: 30/05/2017

DECLARATION ON COMPLIANCE OF CODE OF CONDUCT OF BOD & SENIOR MANAGEMENT

D E C L A R A T I O N S

Compliance with the Code of Business Conduct and Ethics As provided under Regulation 26 (3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, all Board Members and Senior Management Personnel have affirmed compliance with Banas Finance Limited Code of Business Conduct and Ethics for the year ended March 31, 2017. For Banas Finance Limited Sd/- Girraj Kishor Agrawal (Director) DIN: 00290959 Dated: 12/06/2017

ANNEXURE- VI

34th

Annual Report 36

Auditor’s Certificate


AUDITORS’ CERTIFICATE REGARDING COMPLIANCE OF CONDITIONS OF CORPORATE GOVERNANCE

To the Members of

Banas Finance Limited We have examined the compliance of conditions of corporate governance by Banas Finance Limited (‘the Company’) for the year ended 31st March, 2017, as stipulated in regulations 17 to 27, clauses (b) to (i) of sub-regulation (2) of regulation 46 and paragraph C, D and E of Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”) with Stock Exchanges in India. The compliance of conditions of Corporate Governance is the responsibility of the management. Our examination was limited to procedures and implementation thereof, adopted by the Company for ensuring the compliance of the conditions of Corporate Governance. It is neither an audit nor an expression of opinion on the financial statements of the Company. In our opinion and to the best of our information and according to the explanations given to us, we certify that the Company has complied with the conditions of Corporate Governance as stipulated in the above-mentioned Listing Regulations, as applicable. We further state that such compliance is neither an assurance as to the future viability of the Company nor the efficiency or effectiveness with which the management has conducted the affairs of the Company. For Pravin Chandak & Associates Chartered Accountants Firm’s registration number: 116627W Sd/- Pravin Chandak Partner Membership number: 049391 Place: Mumbai Date: 12th June 2017.

34th

Annual Report 37

Corporate Governance Report


INTRODUCTION: Your Company has complied in all material respects with the requirements of the Corporate Governance Code as per Schedule V (c) of the SEBI (LODR) Regulation, 2015. 1. COMPANY’S PHILOSOPHY ON CODE OF GOVERNANCE: The Company’s philosophy on corporate governance is to observe the highest level of ethics in all its dealings, to ensure efficient conduct of the company to achieve its goal in maximizing value for all its stakeholders. We are committed to doing things the right way which means taking business decisions and acting in a way that is ethical, in the interest of our stakeholders and is in compliance with applicable legislation. Our values reflect our continued commitment to ethical business practices across our operations. The Company’s philosophy is based on the fair and transparent disclosure of issues related with the Company’s business, financial performance and matters relating to stakeholders’ interest. We believe that Corporate Governance is the key element in improving efficiency, growth and investor’s confidence. 2. BOARD OF DIRECTORS: COMPOSITION OF THE BOARD As on 31st March, 2017, the Company’s Board of Directors comprised of eight directors. The Board consists of eight Directors, of which four are non-executive and independent directors including one woman director, two Executive Directors, one Non executive director and one Managing Director. The composition of the Board is in conformity with Regulation 17 of the SEBI (LODR) Regulation, 2015 entered into with the stock exchanges. The Board has received confirmation from the Non-Executive and Independent Directors that they qualify to be considered as Independent as per the definition of ‘Independent Director’ stipulated in Regulation 16 (1)(b) of the SEBI (LODR) Regulation, 2015 and Section 149(6) of the Companies Act, 2013 (hereinafter called “the Act”). None of the Directors hold Directorships in more than 20 companies. Further, any individual director’s directorships in public companies do not exceed 10. None of the Directors is serving as a member of more than ten committees or as the Chairman of more than five committees across all the public companies of which he is a Director. Necessary disclosures regarding committee positions in other public companies as on March 31, 2017 have been made by the Directors. The number of directorships and committee Chairmanships/Memberships held by the Directors in other public companies as on March 31, 2017 are given below:

Sr. No.

Name of Director Designation /Category

No. of Directorship

No. of equity

shares held in company

Member/ Chairperson of the

committee

Member Chairman

1 Mr. Amit Gulecha Managing Director 2 68,815 0 0

2 Mr. Girraj Kishor Agrawal Executive Director 6 - 7 1

3 Ms. Seema Sidhu Independent Non - Executive Director

5 - 10 5

4 Mr. Hardikkumar Kabariya Independent Non - Executive Director

5 - 7 1

5 Mrs. Tanu Agarwal Non - Executive Director

6 - 6 0

6 Mr. Suresh Kharat CFO & Director 0 - 0 0

7 Mr. Manish Raul Independent Non - Executive Director

0 - 0 0

8. Ms. Aarti Gavnang Independent Non - Executive Director

1 - 0 0

Directorships mentioned as above do not include directorships of Private Limited Companies, Companies under Section 8 of the Act and of companies incorporated outside India.

REPORT ON CORPORATE GOVERNANCE

34th

Annual Report 38



Positions in only Audit Committee and Stakeholders’ Relationship Committee are considered for the purpose of reckoning the number of Chairmanships and Memberships held by the Directors. None of the Non-Executive and Independent Directors has any material pecuniary relationship or transactions with the Company, other than the commission and sitting fees received by them for attending the meetings of the Board and its Committee(s) and professional fees received by the firm in which a Director is a partner. BOARD MEETINGS: The Company holds at least four Board meetings in a year, one in each quarter, inter-alia, to review the financial results of the Company. The Company also holds additional Board Meetings to address its specific requirements, as and when required. The Company circulates the agenda along with comprehensive notes well in advance before each meeting which, inter-alia, includes the following: Quarterly/Half Yearly/Annual financial results of the Company. Minutes of various committees of the Board. Regulatory notices/judgment/order being material in nature. Approvals on the sale of investments/assets of material nature etc. During the financial year 2016-17 (10) Ten Board Meetings were held. The maximum gap between two Board meetings was less than one hundred and twenty days. The Board meetings were held on 09/04/2016, 30/05/2016, 18/07/2016, 13/08/2016, 14/10/2016, 14/11/2016, 02/12/2016, 27/12/2016, 30/12/2016 and 14/02/2017. The details of the attendance of the Board of Directors at the Board Meetings and the last Annual General Meeting (AGM) are as detailed herein below:

Sr. No

Name of Director and DIN No. of Board Meetings held

No. of Board meetings attended

Attendance at the last AGM.

1 Mr. Girraj Kishor Agrawal DIN:00290959

10 09 Yes

2 Mr. Amit Gulecha DIN: 06964404

10 06 No

3 Ms. Seema Nirmalsingh Sidhu DIN:06924919

10 10 Yes

4 @Ms. Swati Shinde DIN:07286912

05 04 No

5 #Mr. Ashwin Shah DIN: 00101040

09 01 Yes

6 ^Mr. Hardikkumar Kabariya DIN: 07566240

08 03 No

7 *Mrs. Tanu Agarwal DIN: 00290966

05 05 No

8 +Mr. Suresh Kharat DIN: 07676511

01 00 No

9 $ Mr. Manish Raul DIN: 07676516

01 00 No

10 ! Ms. Aarti Gavnang DIN: 07686797

01 01 No

@ Resigned w.e.f. 13/10/2016, # Resigned w.e.f. 30/12/2016, ^Appointed w.e.f. 30/05/2016, *Appointed w.e.f. 13/10/2016, + Appointed w.e.f 30/12/2016, $ Appointed w.e.f. 30/12/2016, ! Appointed w.e.f. 30/12/2016.

MEETING OF INDEPENDENT DIRECTORS:

The Company’s Independent Directors met on March 30, 2017 without the presence of the Managing Director and the Senior Management team. The meeting was attended by majority of Independent Directors and was conducted to enable the Independent Director to discuss matters prescribed under Schedule IV to the Act and Regulation 25(3) of the SEBI (LODR) Regulation, 2015.

http://mca.gov.in/mcafoportal/companyLLPMasterData.do

34th

Annual Report 39



DETAILS OF THE FAMILIARIZATION PROGRAMME IMPARTED TO THE INDEPENDENT DIRECTORS HAS BEEN PUBLISHED ON THE WEBSITE OF THE COMPANY at https://banasfinance.files.wordpress.com/2016/03/banas_familiarisation-progm.pdf CODE OF CONDUCT: The Company has adopted a Code of Conduct (“Code”) which applies to all the Board members and Senior Management Personnel of the Company. Code of Conduct for the Board of Directors and Senior Management Personnel is in place

and published on the website – www.banasfinance.com. 3. AUDIT COMMITTEE AT GLANCE: In order to align with the provisions of Section 177 of the Companies Act, 2013 and Regulation 18 of the SEBI (LODR) Regulation,2015. The terms of reference of the Audit Committee includes the following: SCOPE AND FUNCTION The broad terms of reference of the Audit Committee, inter alia, include: To oversee the Company’s financial reporting process and the disclosure of its financial information to ensure that

the financial statement is correct, sufficient and credible; To recommend to the Board, the appointment, re-appointment and, if required, the replacement or removal of the

statutory auditor and the fixation of audit fees; To approve the payment to statutory auditors for any other services rendered by the statutory auditors; To review with the management, the annual financial statements before submission to the board for approval, with

particular reference to:

Matters required to be included in the Director’s Responsibility Statement have to be included in the Board’s report.

Changes, if any, in accounting policies and practices and reasons for the same. Major accounting entries involving estimates based on the exercise of judgment by the management. Significant adjustments made in the financial statements arising out of audit findings. Compliance with listing and other legal requirements relating to financial statements. Qualifications in the draft audit report.

To review with the management, the quarterly financial statements before submission to the board for approval. To review with the management, the statement of uses / application of funds raised through an issue (public issue,

rights issue, preferential issue, etc.), the statement of funds utilized for purposes other than those stated in the offer document/prospectus/ notice and the report submitted by the monitoring agency monitoring the utilization of proceeds of a public or rights issue, and making appropriate recommendations to the Board to take up steps in this matter.

To review with the management, performance of statutory and internal auditors, and monitor auditor’s independence and performance and effectiveness of the audit process and adequacy of the internal control systems;

To review the adequacy of internal audit function, if any, including the structure of the internal audit department, staffing and seniority of the official heading the department, reporting structure coverage and frequency of internal audit;

To review the findings of any internal investigations by the internal auditors into matters where there is suspected fraud or irregularity or a failure of internal control systems of a material nature and reporting the matter to the Board;

To discuss with statutory auditors before the audit commences, about the nature and scope of audit as well as post-audit discussion to ascertain any area of concern;

To look into the reasons for substantial defaults in the payment to depositors, debenture holders, members (in case of nonpayment of declared dividends) and creditors;

To approve the appointment of CFO (i.e., the whole time Finance Director or any other person heading the finance function or discharging that function) after assessing the qualifications, experience and background, etc. of the candidate;

To consider, suggest modification and/or recommend/ approve the related party transactions of the Company; To scrutinize inter corporate loans and investment. To evaluate internal financial controls and risk management systems. To review and formulate the scope, functioning, periodicity, methodology for conducting the internal audit, in

consultation with the Internal Auditor and to discuss with the internal auditors any significant findings and follow-ups there on;

https://banasfinance.files.wordpress.com/2016/03/banas_familiarisation-progm.pdf

https://banasfinance.files.wordpress.com/2016/03/banas_familiarisation-progm.pdf


34th

Annual Report 40



To have the authority to investigate into any matter as included in its terms of reference or referred to it by the Board and for this purpose the Audit Committee to have power to obtain professional advice from external sources and have full access to information contained in the records of the company;

To consider valuation of assets or undertaking of the company, wherever required. To review the Company’s Vigil Mechanism as defined under the Whistle Blower Policy of the Company with regard

to the process/procedure prescribed for its employees and directors, to raise concerns, in confidence, about possible wrongdoing in financial reporting, accounting, auditing or other related matters. To ensure that these arrangements allow independent investigation of such matters and appropriate follow up action;

Any other function as may be stipulated by the Companies Act, 2013, SEBI, Stock Exchanges or any other regulatory authorities from time to time.

COMPOSITION: The composition of the audit committee and the details of meetings attended by its members are given below:

Name Category Number of meetings during the financial year 2016-17

Held Attended

Mr. Ashwin Jayantilal Shah - Chairman@ Independent, Non-Executive 4 2

Ms. Seema Nirmalsingh Sidhu - Member Independent, Non-Executive 7 7

Ms. Swati Shinde - Member* Independent, Non-Executive 4 4

Mr. Hardikkumar Kabariya – Member# Independent, Non-Executive 5 1

Mr. Girraj Kishor Agrawal – Member Executive Director 3 2 @Resigned w.e.f. 30/12/2016, *Resigned w.e.f. 13/10/2016, #Appointed w.e.f. 30/05/2016

During the year Audit Committee was reconstituted on account of resignation of Ms. Swati Shinde and Mr. Ashwin Shah. In all seven audit committee meetings were held during the year and the gap between two meetings did not exceed one hundred and twenty days. The dates on which the said meetings were held are as follows: 01/04/2016, 25/05/2016, 18/07/2016, 12/08/2016, 09/11/2016, 21/12/2016, 13/02/2017. The necessary quorum was present for all the meetings. 4. NOMINATION AND REMUNERATION COMMITTEE AT GLANCE: During the year under review, the terms of reference of Nomination and Remuneration Committee were expanded in order to align them with the provisions of Section 178 of the Companies Act, 2013 and Regulation 19 of the SEBI(LODR) Regulation,2015. The broad terms of reference of the nomination and Remuneration Committee are as under: To formulate criteria for evaluation and evaluate the performance of every director, including the Independent

Directors; To identify and recommend to the Board, in accordance with the criteria as laid down, appointment/

reappointment / removal of the Executive / Non– Executive Directors and the senior management of the Company;

Recommend to the board appointment of key managerial personnel (“KMP” as defined by the Act) and executive team members of the Company (as defined by this committee).

Carry out evaluation of every director’s performance and support the board and independent directors in evaluation of the performance of the board, its committees and individual directors.

This shall include “formulation of criteria for evaluation of independent directors and the Board” On an annual basis, recommend to the board the remuneration payable to the directors and oversee the

remuneration to executive team or key managerial personnel of the Company. To monitor and handle any other matter relating to framing/administration of SEBI (Employee Stock Option

Scheme and Employee Stock Purchase Scheme Guidelines, 1999 or any amendments thereof; Any other function as may be mandated by the Board or stipulated by the Companies Act, 2013, SEBI, Stock

Exchanges or any other regulatory authorities from time to time. Performing such other duties and responsibilities as may be consistent with the provisions of the committee

charter. COMPOSITION: The composition of the Nomination and Remuneration committee and the details of meetings attended by its members are given below:

34th

Annual Report 41



Name Category

Number of meetings during the financial year 2016-17

Held Attended





Mrs. Tanu Agarwal$ Non-Executive Director 2 2 @Resigned w.e.f. 30/12/2016, *Resigned w.e.f. 13/10/2016, #Appointed w.e.f. 30/05/2016, $Appointed w.e.f. 14/10/2016.

During the year Committee was reconstituted on account of resignation of Ms. Swati Shinde and Mr. Ashwin Shah and appointment of Mrs. Tanu.

During the year, four meetings of the nomination and remuneration committee were held on 16/05/2016, 03/10/2016, 20/11/2016 and 21/12/2016. The necessary quorum was present for all the meetings PERFORMANCE EVALUATION CRITERIA FOR INDEPENDENT DIRECTORS The Independent Directors are evaluated on parameters like Director’s contributions at Board / Committee meetings, willingness to devote time and effort to understand the Company, ability to understands governance, regulatory, fiduciary and ethical requirements of the Board / Committee, adherence to Code of Conduct and how the independent Director is able to bring independent judgment during board deliberations on performance, risk management etc in addition to the criteria for evaluation of Non Executive Directors. REMUNERATION PAID TO DIRECTORS DURING THE PERIOD ENDED 31ST MARCH, 2017:

Name of the Board members Salary Commission Sitting Fees

Contribution to Various Funds

Total

Mr. Girraj Kishor Agrawal - - - - Nil

Mr. Amit Gulecha - - - - Nil

Mr. Ashwin Jayantilal Shah - - - - Nil

Ms. Swati Shinde - - 13,400/- - 13,400/-

Ms. Seema Nirmalsingh Sidhu - - - - Nil

Mr. Hardikkumar kabariya - - - - Nil

Mrs. Tanu Agarwal - Nil

Mr. Suresh Kharat - - - - Nil

Mr. Manish Raul - - - - Nil

Ms. Aarti Gavnang - - 26,000/- - 26,000/-

None of the other non-executive director holds any shares, convertible instruments or stock options in the company. As on 31st March 2017, there are no outstanding options granted to any of the Directors of the Company. The Criteria for making payments to Non Executive Directors of the Company has been disclosed on the Company’s website www.banasfinance.com

5. STAKEHOLDERS’ RELATIONSHIP COMMITTEE AT GLANCE:

The Company has constituted a Stakeholder’s Relationship Committee (“SRC”) of Directors to look into the complaints, requests and grievances of the shareholders/investors and ensure their redressal. SRC approves and monitors share transfers, transmissions, dematerialization, Rematerialization, issue of duplicate share certificates, non-receipt of dividend /notices / annual reports, etc

The Stakeholders’ Relationship Committee met 4 times during the financial year 2016-17 on 30/04/2016, 08/08/2016, 05/11/2016 and 02/03/2017.

Name

Category Number of meetings during the financial year 2016-17

Held Attended





Mr. Girraj Kishor Agrawal Executive Director 2 1 @Resigned w.e.f. 30/12/2016, *Resigned w.e.f. 13/10/2016, #Appointed w.e.f. 30/05/2016,


34th

Annual Report 42



During the year Committee was reconstituted on account of resignation of Ms. Swati Shinde and Mr. Ashwin Shah and appointment of Mrs. Tanu.

Name of Compliance Officer: Nikita Joshi Designation: Company Secretary Details of investor complaints received and redressed during the year 2016-17 are as follows:

Opening balance Received during the year Resolved during the year Closing balance

0 0 0 0

6. GENERAL BODY MEETING:

a) Location, date and time of the Annual General Meetings held during the last three years held during the last year are given below:

Financial Year

Type of Meeting

Location Meeting Date and Time

Special Resolution passed

2015-16 33rd AGM E/109, Crystal Plaza, New Link Road, Opp. Infinity Mall, Andheri (West), Mumbai: 400053

28th September, 2016

At 02:00 p.m

No Special Resolution passed.

2014-15

32nd AGM

E/109, Crystal Plaza, New Link Road, Opp. Infinity Mall, Andheri (West), Mumbai: 400053


at 02:00 p.m.

Approval for Related Party Transactions.

2013-14

31st AGM

E/109, Crystal Plaza, New Link Road, Opp. Infinity Mall, Andheri (West), Mumbai: 400053


at 02:30 p.m.

Appointment of Mr. Amit Gulecha (DIN:06964404) as a Managing Director of the Company

b) No Extra Ordinary General Meeting was held during the year. c) During Financial year 2016-17, postal ballot was conducted by company to obtain members’ approval with respect

to:

1. Give loans guarantees and provide securities beyond the prescribed limits u/s 186 of the Companies Act, 2013 to the extent of Rs. 100 crores.

2. Borrow money in excess of limits prescribed u/s 180(1) (c) of the Companies Act, 2013, up to Rs. 100 crores. 3. Create security under section 180(1) (a) of the Companies Act, 2013 in connection with borrowings of the

Company.

Details of voting patterns for postal ballot:

7. MEANS OF COMMUNICATION: a) Quarterly results: Quarterly/Half yearly/Annual results are regularly submitted to the Stock Exchanges where

the shares of the Company are listed pursuant to the provisions of SEBI (LODR) Regulations 2015 and are published in the newspapers. The Company has also displayed the results as specified under Regulation 47 of SEBI (LODR) Regulations 2015 and on the Company’s website i.e. www.banasfinance.com

b) Newspapers wherein results normally published: The Financial Express and Aapla Mahanagar

c) The Company has in place, a policy on material events as required under regulation 31 of SEBI (LODR) Regulations 2015. The Company disseminates all information which is material in accordance with this policy to the stock exchanges and also on the website of the Company.

Item Number of the Notice

Particulars Votes in favour

Votes against

Invalid Votes

1.

To make investments, give loans, guarantees and provide securities beyond the prescribed limits u/s 186 of the Companies Act, 2013 to the extent of Rs. 100 crores

18051951 3368 0

2. To borrow money in excess of limit prescribed u/s 180(1) (c) of the Companies Act, 2013 and up to Rs.100 Crores

18051951 3368 0

3. Creation of Security under Section 180(1) (a) of the Companies Act, 2013 in connection with the borrowings of the Company

18055319 0 0


34th

Annual Report 43



d) The company also publishes all official news and other information prescribed under regulation 46 of the SEBI (LODR) Regulations, 2015 on the website at www.banasfinance.com

8. GENERAL INFORMATION FOR MEMBERS

a) 34th Annual General Meeting:

Day & Date Time Venue Thursday, July 27, 2017 11:00 A.M. E/109, Crystal Plaza, New Link Road, Andheri West, Mumbai –

400053.

b) Financial Calendar (2017-18)

Particulars Period

Financial Year April 1, 2017 to March 31 2018

For consideration of Unaudited/Audited Financial Results

Results for quarter ending June 30, 2017 On or before August 14, 2017

Results for quarter ending September 30, 2017 On or before November 14, 2017

Results for quarter ending December 31, 2017 On or before February 14, 2018

Results for quarter ending March 31, 2018 On or before May 30, 2018

Annual General Meeting for the year ending March 31, 2018 On or before September 30, 2018

c) Book Closure Date

The Company’s Share Transfer Books and Register of Members of equity shares shall remain closed from the 17/07/2017 to 19/07/2017, (both days inclusive). d) Share Transfer System

Share transfers in physical form are processed by the Registrar and Transfer Agents, Purva Share Registry (India) Pvt. Ltd and are approved by the Stakeholders Relationship Committee of the Company or the authorised signatories of the Company. Share transfers are registered and returned within 15 days from the date of lodgment if documents are complete in all respects. The depository system handles share transfers in dematerialized form.

e) Dividend payment date: No Dividend paid during the year. f) Listing of Equity Shares: Bombay Stock Exchange

Listing fees is duly paid to the Bombay stock exchange Limited as per SEBI (LODR) Regulation, 2015. g) Stock code

a) BSE Scrip Code: 509053 b) Demat ISIN Numbers in NSDL & CDSL INE521L01022 for Equity Shares

Market Information Distribution of shareholding as on 31st March, 2017 Stock Market Data at BSE during the year

No. of Shares held

Nos. % In Rs. %

Up to 5000 1216 71.74 1385330 1.22

5,001 - 10,000 124 7.32 1034418 0.91

10,001 - 20,000 102 6.02 1579775 1.39

20,001 - 30,000 56 3.30 1435307 1.26

30,001 - 40,000 24 1.42 882924 0.78

40,001 - 50,000 15 0.88 707068 0.62

50,001 - 1,00,000 46 2.71 3512888 3.09

1,00,001 And Above

112 6.61 103222290 90.74

TOTAL 1695 100 113760000 100

Month High Low Close No. of Shares traded

April 2016 1.45 0.98 0.98 1,73,471 May 2016 1.15 0.94 0.95 5,75,565 June 2016 0.95 0.67 0.70 47,52,616 July 2016 0.80 0.59 0.74 3,19,271 August 2016 0.71 0.53 0.55 1,37,963 Sept 2016 0.62 0.48 0.59 2,43,948 October 2016 0.68 0.57 0.58 1,09,336 Nov 2016 0.59 0.45 0.45 79,531 Dec 2016 0.45 0.40 0.40 75,083 January 2017 0.40 0.37 0.39 1,41,249 February 2017 0.56 0.39 0.55 2,80,076 March 2017 0.55 0.50 0.50 7,015


34th

Annual Report 44



Shareholding Pattern of the Company as on 31st March, 2017

Category No. of Shares held %

A Promoter’s Holding

1 Promoters

- Indian 14500000 12.75%

- Foreign 0 0

2 Persons acting in concert 0 0.00%

Sub – Total 14500000 12.75%

B Non-Promoter’s Holding 0 0

3 Institutional Investors 0 0

a) Mutual Funds and UTI 0 0

b) Banks, Financial Institutions, Insurance Companies 0 0

(Central/State Govt. Institutions/Non Government Institutions)

C FII’s 0 0

Sub – Total 0 0

4 Non-Institutions

a) Private Corporate Bodies 20183297 17.74%

b) Indian Public 74799878 65.75%

c) NRI’s/OCB’s - NRI 24880 0.02%

d) Cl. Member 2916373 2.56%

e) Any Other (Please specify) - HUF 1335572 1.17%

Sub-Total 99260000 87.25%

Grand Total 113760000 100%

Dematerialization of Shares

Mode No. of Shares % Shares

Physical Form 8910596 7.83%

with NSDL 51479700 45.25%

with CDSL 53369704 46.91%

Total 113760000 100%

h) Share Transfer System

The transfer of shares in physical form is processed and completed by Registrar and Transfer Agent – Purva Sharegistry (India) Pvt. Ltd. within a period of 15 days from the date of receipt thereof provided all the documents are in order. In case of shares in electronic form, the transfers are processed by NSDL / CDSL through respective Depository Participants. i) Share Capital Audit

As stipulated by Securities and Exchange Board of India (SEBI), a qualified Practicing Company Secretary carries out the Share Capital Audit to reconcile the total admitted capital with National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL) and shares held in physical form as per the register of members viz-á-viz the total issued and listed capital. This audit is carried out every quarter and the report is submitted to the Bombay Stock Exchange Ltd.

j) Outstanding global depository receipts or American depository receipts or warrants or any convertible instruments, conversion date and likely impact on equity.-NIL

k) Investor Correspondence

For Transfer / Dematerialsation of Shares, payment of dividend on shares, interest and redemption of debentures and any other query relating to the shares and debenture of the Company. 9. OTHER DISCLOSURES:

Details of Non Compliance by the Company, penalties, and structures imposed on the Company by Stock Exchanges or the Board or any statutory authority, on any matter related to capital markets, during the last three years – None. a) Details of Subsidiary and Associate Companies:

The Company does not have any Subsidiary and Associate Companies as on 31st March, 2017.

34th

Annual Report 45



b) Preservation of documents

In accordance with Regulation 9 of SEBI Regulations, 2015, the Company has framed a Policy on preservation of documents approved by the Board of Directors of the Company. The Policy is intended to define preservation of documents and to provide guidance to the executives and employees working in the Company to make decisions that may have an impact on the operations of the Company. It not only covers the various aspects on preservation of the Documents, but also the safe disposal/destruction of the Documents.

The Policy have been uploaded on the Company’s web-site at the following link https://banasfinance.files.wordpress.com/2016/09/preservation-of-documents_banas.pdf c) Policy determining Material Subsidiaries and Related Party Transactions:

The Company has adopted the policy on determining material subsidiaries is hosted on its website at https://banasfinance.files.wordpress.com/2016/08/policy-on-material-subsidaries_banas.pdf And Policy on dealing with related party transactions is hosted on its website at https://banasfinance.files.wordpress.com/2016/08/rpt-policy.pdf d) Disclosure on Material Related Party Transactions

All material transactions entered into with related parties as defined under the Act and Regulation 23(1) of the SEBI (LODR) Regulations 2015, during the financial year 2016-17 were in the ordinary course of business. No materially significant related party transactions have been entered into during financial year 2016-17 having potential conflict with the interest of the Company at large. A list of related parties as per the Accounting Standard 18 and the transactions entered into with them in prescribed Form AOC-2 is given separately in this Annual Report under Annexure II of the Board Report as well as in the Notes to Accounts annexed to the Balance Sheet as at 31st March 2017 and Statement of Profit & Loss of the Company for the Financial Year ended on that date.

The Company’s Policy on materiality of related party transactions is hosted on website at https://banasfinance.files.wordpress.com/2016/08/determination-of-materiallity-of-events-or-information_banas. e) Policy for Prohibition of Insider Trading:

The Company has adopted a code of conduct for prevention of insider trading with a view to regulate trading in securities by the Directors and employees of the Company. The Code requires pre-clearance for dealing in the Company’s shares and prohibits the purchase or sale of the Company’s shares by the Directors and employees while in possession of unpublished price sensitive information in relation to the Company or its securities.

The Company has appointed the Compliance Officer to ensure compliance of the said Code by all the Directors, Senior Management Personnel and employees likely to have access to unpublished price sensitive information.

The policy is available at website of the company at the following link https://banasfinance.files.wordpress.com/2016/07/policy-of-insider-trading_18-07-2016.pdf f) Vigil Mechanism/Whistle Blower Policy:

The Vigil Mechanism/Whistle Blower Policy has been adopted to provide appropriate avenues to the employees to bring to the attention of the management, the concerns about any unethical behavior, by using the mechanism provided in the Policy. In cases related to financial irregularities, including fraud or suspected fraud, the employees may directly approach the Chairman of the Audit Committee of the Company. We affirm that no director or employee has been denied access to the Audit Committee during financial year 2016-17. The Policy provides that no adverse action shall be taken or recommended against an employee in retaliation to his/her disclosure in good faith of any unethical and improper practices or alleged wrongful conduct. This Policy protects such employees from unfair or prejudicial treatment by anyone in the Group. The policy is available at company’s website https://banasfinance.files.wordpress.com/2016/08/whistle_blower_policy_banas_finance.pdf Purva Sharegistry (India) Pvt Ltd. Unit No. 9, Shiv Shakti Indl. Estate. J .R. Boricha Marg, Opp. Kasturba Hospital Lane, Lower Parel (East), Mumbai 400 011.

For Any other query Banas Finance Limited CIN: L65910MH1983PLC030142 Regd Off: E/109, Crystal Plaza, Opp. To Infinity mall, New Link Road, Andheri (West), Mumbai-400053 Tel: 615 22 225 Website: www.banasfinance.com Email Id: [email protected]

https://banasfinance.files.wordpress.com/2016/09/preservation-of-documents_banas.pdf

https://banasfinance.files.wordpress.com/2016/08/policy-on-material-subsidaries_banas.pdf

https://banasfinance.files.wordpress.com/2016/08/rpt-policy.pdf

https://banasfinance.files.wordpress.com/2016/08/rpt-policy.pdf

https://banasfinance.files.wordpress.com/2016/08/determination-of-materiallity-of-events-or-information_banas

https://banasfinance.files.wordpress.com/2016/07/policy-of-insider-trading_18-07-2016.pdf

https://banasfinance.files.wordpress.com/2016/08/whistle_blower_policy_banas_finance.pdf


34th

Annual Report 46



DISCLOSURES OF COMPLIANCE WITH CORPORATE GOVERNANCE REQUIREMENTS SPECIFIED IN REGULATION 17 TO 27 AND REGULATION 46(2)(B) TO (I) OF THE LISTING REGULATIONS:

Sr. No.

Particulars Regulation Compliance status

Yes/No/N.A

Compliance observed for the following:

1 Board of Directors 17 Yes Board Composition Meeting of Board of Directors Review of compliance reports Plans for orderly succession for appointments Code of Conduct Fees / compensation Minimum information to be placed before the Board Compliance Certificate Risk Assessment & Management Performance Evaluation of Independent Directors

2 Audit Committee 18 Yes Composition Meeting of Audit Committee Role of Audit Committee and review of information by the

Committee

3 Nomination and Remuneration Committee

19 Yes Composition Role of the Committee

4 Stakeholders Relationship Committee

20 Yes Composition Role of the Committee

5 Risk Management Committee 21 Not Applicable The Company is not in the list of top 100 listed entities by market capitalization

6 Vigil Mechanism 22 Yes Formulation of Vigil Mechanism for Directors and employees

Direct access to Chairperson of Audit Committee

7 Related Party Transactions 23 Yes Policy on Materiality of Related Party Transactions and on Dealing with Related Party Transactions

Related Party Transactions of the Company are pursuant to contracts duly approved by the Audit Committee, Board of Directors and Shareholders of the Company

8 Corporate Governance requirements with respect to subsidiary of listed entity

24 Not Applicable The Company does not have any subsidiary

9 Obligations with respect to Independent Directors

25 Yes Maximum Directorship and Tenure Meeting of Independent Directors Familiarization of Independent Directors

10 Obligations with respect to Directors and Senior Management

26 Yes Memberships / Chairmanships in Committees Affirmation with compliance to Code of Business Conduct

and Ethics from Directors and Management Personnel Disclosure of shareholding by Non-executive Directors Disclosures by Senior Management about potential

conflicts of interest

11 Other Corporate Governance requirements

27 Yes Compliance with discretionary requirements Filing of quarterly compliance report on Corporate

Governance

12 Website 46(2)(b) to (i)

Yes Terms and conditions of appointment of Independent Directors

Composition of various Committees of Board of Directors Code of Business Conduct and Ethics for Directors and

Management Personnel Details of establishment of Vigil Mechanism/ Whistle

Blower Policy Policy on dealing with Related Party Transactions Details of familiarization programmes imparted to

Independent Directors

34th

Annual Report 47

Management Discussion

Analysis Report


Your Directors are pleased to present the Management Discussion and Analysis Report for the year ended 31st March, 2017 as stipulated under Regulation 34 (2) (e) read with Schedule VB of SEBI (LODR) Regulations 2015 The Management Discussion and Analysis have been included in consonance with the Code of Corporate Governance as approved by The Securities and Exchange Board of India (SEBI). Investors are cautioned that these discussions contain certain forward looking statements that involve risk and uncertainties including those risks which are inherent in the Company’s growth and strategy. The company undertakes no obligation to publicly update or revise any of the opinions or forward looking statements expressed in this report consequent to new information or developments, events or otherwise. The management of the company is presenting herein the overview, opportunities and threats, initiatives by the Company and overall strategy of the company and its outlook for the future. This outlook is based on management’s own assessment and it may vary due to future economic and other future developments in the country. The operational performance and future outlook of the business has been reviewed by the management based on current resources and future development of the Company. ECONOMIC OVERVIEW OF FINANCE INDUSTRY: Financial Services are fundamental to economic growth and development. Banking savings and investments insurance and debt and equity financing help private citizens save money, guard against uncertainty and build credit, while enabling businesses to start up, expand, increase efficiency and compete in local and international market. For the poor, the services reduce vulnerability and enable people to manage the assets available to them in ways that generate income and options. India has a diversified financial sector, which is undergoing rapid expansion. The sector comprises commercial banks, insurance companies, non-banking financial companies, co-operatives, pension funds, mutual funds and other smaller financial entities. The financial sector in India is predominantly a banking sector with commercial banks accounting for more than 60 per cent of the total assets held by the financial system. India's services sector has always served the country’s economy well, accounting for about 66 per cent of the gross domestic product (GDP). In this regard, the financial services sector has been an important contributor. India is today one of the most vibrant global economies, on the back of robust banking and insurance sectors. The country is projected to become the fifth largest banking sector globally by 2020, as per a joint report by KPMG-CII. The report also expects bank credit to grow at a compound annual growth rate (CAGR) of 17 per cent in the medium term leading to better credit penetration. Life Insurance Council, the industry body of life insurers in the country also projects a CAGR of 12–15 per cent over the next few years for the financial services segment. Also, the relaxation of foreign investment rules has received a positive response from the insurance sector, with many companies announcing plans to increase their stakes in joint ventures with Indian companies. Over the coming quarters there could be a series of joint venture deals between global insurance giants and local players. INDUSTRY STRUCTURE AND DEVELOPMENTS: For several years, NBFCs have rapidly emerged as an important segment of the Indian Financial System. The sector is now being recognized as complementary to the banking sector due to the implementation of innovative marketing strategies, introduction of tailor made products, customer oriented services, attractive rates of return on deposits and simplified procedures. If fact, NBFCs have emerged as a powerful force for financial inclusion in India, serving the bottom of the pyramid rural clients. The financial year 2016-17 witnessed a gradual recovery of the global economy, although the pace has tended to be uneven and prone to uncertainties. At the same time, there has been a distinct change in the pattern of recovery. Non-banking financial institutions (NBFIs), a heterogeneous group of institutions, form an integral part of the Indian financial system and provide a range of financial services. These institutions are an important segment of India’s financial roadmap apart from commercial and co-operative banks. Within the non-banking financial institutions, development finance institutions (DFIs) are mostly government-owned and have been the traditional providers of long-term project loans. The NBFIs include a wide variety of intermediaries like insurance companies, non-bank financial companies (NBFCs), primary dealers (PDs) and capital market intermediaries like mutual funds.

MANAGEMENT DISCUSSION AND ANALYSIS

REPORT

34th

Annual Report 48


Analysis Report


The Indian financial sector has witnessed the emergence of a wide range of financial institutions over the years that cater to the economy’s diverse financial needs. The NBFIs play a very critical role among these financial institutions. The NBFIs along with the banking sector have immensely contributed to the inclusive growth and development of the economy by increasing the access to financial services, enhancing competition and diversifying the financial sector among others. These NBFIs are also increasingly being perceived to be complementary to the banking system as they are capable of absorbing shocks and spreading risks, particularly during times of financial distress. This chapter deals with the structure, performance and issues confronting NBFIs in India. NBFCs in India have recorded marked growth in recent years. After their existence, they are useful and successful for the evolution of a vibrant, competitive and dynamic financial system in Indian money market. The success factors of their business has been by making the most of their ability to contain risk, adapt to changes and tap demand in markets that are likely to be avoided by the bigger players. Thus the need for uniform practices and level playing field for NBFCs in India is indispensable. NBFCs are today passing through a very crucial phase where RBI has issued a revised regulatory framework with the objective to harmonize it with banks and Financial Institutions and address regulatory gaps and arbitrage. While the regulations, specially, asset classification norms have been made more stringent so as to be at par with banks, what is now required is to equip NBFCs with tools like coverage under SARFAESI Act to recover their dues and income tax benefits on provisions made against NPAs. This shall then bring the desired parity with banks and other financial institutions. Fund raising has increasingly become difficult and challenging, specially, for the large number of small and medium sized NBFCs. In this scenario, the Non-Banking Finance Companies (NBFC) sector has scripted a story that is remarkable. It speaks to the truly diverse and entrepreneurial spirit of India. From large infrastructure financing to small microfinance, the sector has innovated over time and found ways to address the debt requirements of every segment of the economy. To its credit, the industry has also responded positively to regulatory efforts to better understand risks and to address such risks through regulations. Over time, the sector has evolved from being fragmented and informally governed to being well regulated and in many instances, adopted best practices in technology, innovation and risk management as well as governance. SUBSIDIARY COMPANY: As there are no subsidiaries of the Company, Investment made in Subsidiaries is NIL. SEGMENT-WISE PERFORMANCE: The Company operates in single reported segment with main business of Finance and Share Trading activity. OPPORTUNITIES AND THREATS: There are several large and profitable opportunities for NBFCs and the sector plays an important role in the Indian financial system. The key is for the NBFC sector to grow in a prudential manner while focusing on financial innovation and in having in place, the adequate risk management systems and procedures before entering into risky areas. The regulator constantly endeavors to balance the multiple objectives of financial stability, consumer and depositor protection and regulatory arbitrage concerns. The Company is amongst the few NBFCs that offers a full range of Retail and Corporate products and services. A balance in the mix as a preferred partner for all financial needs of the customer. We believe our digital assets across social, mobile and web, providing reach, operating efficiency and improved customer experience will be an opportunity for us to capitalize on in the coming years. It will be critical to retain talent at the right cost for effectively building a high performance organization with an engaged and young workforce. Adequate funding at the right cost and tenure will be critical to achieve business growth. RISKS AND CONCERNS: Credit risk, Market risk, Operational risk and Liquidity risk are the key risks faced by the Company. The Company takes risk management seriously and its procedures and policies in the area are well defined and considered appropriate for the assessment and management of individual risk categories. The Company has a well qualified and experienced Risk Management and Treasury team to manage the same. Except for some unforeseen and extreme event, the Company is well placed on the liquidity front and appropriate policies exist for underwriting credit risk. The Company endeavors to continuously learn and modifies its policies to manage the aforementioned risks.

34th

Annual Report 49


Analysis Report


INTERNAL CONTROL SYSTEM & ADEQUACY: The company has adequate internal control system commensurate with its size and business. Company Complies with all Applicable statutes, policies, procedures, listing requirements and management guidelines. It Adheres to applicable accounting standards and polices. HUMAN RESOURCE: The Company has excellent combination of experienced and talented employees. The Company also undertakes on regular basis various training programmes to keep its employees updated on new technical developments and information which directly results in optimum capacity utilization and cost effectiveness. The Company’s relation with its employees continues to be cordial. The Company always reciprocates commitment to its employees in order to motivate them to perform the best. FULFILLMENT OF RBI NORMS AND STANDARDS: The Company continues to fulfill all applicable norms and standards laid down by the Reserve Bank of India pertaining to prudential norms, income recognition, accounting standards, asset classification as applicable to NBFC’s (ND) except few, explanation pertaining to which has been provided in Boards’ report. OUTLOOK: The Outlook of the Company for the year ahead is to diversify risk and stabilize its asset quality. The Corporate Finance Division will adopt a cautious approach and focus on customer relationships. This division will look to grow its supply chain, structured finance and leasing business. A specialized Remedial team will focus on the recovery and rehabilitation of nonperforming assets. CAUTIONARY STATEMENT: Statements in foregoing paragraphs of this report describing the current industry structure, outlook, opportunities, etc., may be construed as “forward looking statements”, based on certain assumptions of future events over which the Company exercises no control. Therefore, there can be no guarantee as to their accuracy. These statements involve a number of risks, uncertainties and other factors that could cause actual results to differ materially from those that may be implied by these forward looking statements.

34th

Annual Report 50

Audit Report


To the Members of M/s Banas Finance Limited Report on the Financial Statements We have audited the accompanying financial statements of Banas Finance Limited (“the Company”), which comprise the balance sheet as at 31 March 2017, the statement of profit and loss and the cash flow statement for the year then ended, and a summary of significant accounting policies and other explanatory information. Management’s Responsibility for the Financial Statements The Company’s Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act, 2013 (“the Act”) with respect to the preparation and presentation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error. Auditor’s Responsibility Our responsibility is to express an opinion on these financial statements based on our audit. We have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made there under. We conducted our audit in accordance with the Standards on Auditing specified under Section 143(10) of the Act. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement. An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in the financial statements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal financial control relevant to the Company’s preparation of the financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on whether the Company has in place an adequate internal financial controls system over financial reporting and the operating effectiveness of such controls. An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of the accounting estimates made by the Company’s Directors, as well as evaluating the overall presentation of the financial statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the financial statements. Basis for Qualified Opinion The Company is registered as Non Banking Financial Companies (NBFC), having Certificate of Registration under Section 45 IA of RBI Act, 1934. The Company has not complied with few NBFC prudential norms as prescribed by Reserve Bank of India from time to time as mentioned in Note no 24. Opinion In our opinion and to the best of our information and according to the explanations given to us, except for the effects of the matter described in the Basis for Qualified Opinion paragraph, the aforesaid financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India, of the state of affairs of the Company as at 31 March 2017 and its profit and its cash flows for the year ended on that date.

INDEPENDENT AUDITORS REPORT

34th

Annual Report 51

Audit Report


Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor’s Report) Order, 2016 (“the Order”) issued by the Central Government of India in terms of sub-section (11) of section 143 of the Act, we give in the Annexure a statement on the matters specified in the paragraph 3 and 4 of the Order, to the extent applicable.

2. As required by Section 143 (3) of the Act, we report that:

(a) we have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit.

(b) in our opinion proper books of account as required by law have been kept by the Company so far as it appears from our examination of those books;

(c) the balance sheet, the statement of profit and loss and the cash flow statement dealt with by this Report are in agreement with the books of account;

(d) in our opinion, the aforesaid financial statements comply with the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014;

(e) on the basis of the written representations received from the directors as on 31 March 2017 taken on record by the Board of Directors, none of the directors is disqualified as on 31 March 2017 from being appointed as a director in terms of Section 164 (2) of the Act.

(f) with respect to adequacy of internal financial control over financial reporting of the company and the operating effectiveness of such controls, refer to our separate report in “Annexure B” and

(g) with respect to the other matters to be included in the Auditor’s Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, in our opinion and to the best of our information and according to the explanations given to us:

i. the Company has disclosed the impact of pending litigations on its financial position in its financial statements – Refer Note no. 18 to the financial statements;

ii. the Company did not have any long term contracts including derivative contracts for which there were any material foreseeable losses.

iii. The company is not liable to transfer any amounts to the Investor Education and Protection Fund. Therefore, there has been no delay in transferring amounts, required to be transferred, to the Investor Education and Protection Fund by the Company.

For Pravin Chandak & Associates Chartered Accountants Firm’s registration number: 116627W Sd/- Pravin Chandak Partner Membership number: 049391 Place: Mumbai Date: 30th May 2017

34th

Annual Report 52

Annexure to Audit Report


The Annexure referred to in our Independent Auditors’ Report to the members of the Company on the financial statements for the year ended 31 March 2017, we report that:

(i)

A. The Company has maintained proper records showing full particulars, including quantitative details and situation of fixed assets.

B. The company has a regular programme of physical verification of fixed assets. No material

discrepancies were noticed during physical verification.

C. The company does not have any immovable property hence the clause is not applicable.

(ii) As informed to us, the equity shares held as inventories in dematerialized form have been verified by the management with supportive evidence during the year. And for other unquoted equity shares held as inventories the procedures performed by the management for physical verification were found to be satisfactory. No material discrepancy was found.

(iii) (a) The Company has not granted loans to any party covered in the register maintained under section

189 of the Companies Act, 2013 (‘the Act’). (b) In the case of the loans granted to any parties in the register maintained under section 189 of the Act, the borrowers have been regular in the payment of the interest as stipulated. The terms of arrangements do not stipulate any repayment schedule and the loans are repayable on demand. Accordingly, paragraph 3(ii)(b) of the order is not applicable to the Company in respect of repayment of the principal amount. Since the company is Non-Banking Financial Institution, this clause is not applicable. (c) There are no overdue amounts for period of more than ninety days in respect of the loans granted to the bodies corporate listed in the register maintained under section 189 of the Act.-not applicable. Since the company is Non-Banking Financial Institution, this clause is not applicable.

(iv) Since the company is Non Banking Financial Company, the provisions of section 185 and 186 of the Companies Act, 2013 is not applicable.

(v) During the year, Company has not accepted any deposits from the public hence the clause is not

applicable.

(vi) The Central Government has not prescribed the maintenance of cost records under section 148(1) of the Act, for any of the services rendered by the Company.

(vii) (a) According to the information and explanations given to us and on the basis of our examination of the records of the Company, amounts deducted/accrued in the books of account in respect of undisputed statutory dues including provident fund, income tax, sales tax, wealth tax, service tax, duty of customs, value added tax, cess and other material statutory dues have been regularly deposited during the year by the Company with the appropriate authorities. As explained to us, the Company did not have any dues on account of employees’ state insurance and duty of excise. (b) According to the information and explanations given to us, no undisputed amounts payable in respect of provident fund, income tax, sales tax, service tax, duty of customs, value added tax, were in arrears as at 31 March 2017 for a period of more than six months from the date they became payable. However, company is subject to pay dues under Professional Tax but no amount was deposited till the reporting date. However, on verification of outstanding demand as per Income Tax Website some demands are appearing outstanding which are produced in the table below.

Name of the statute Nature of

dues Amount (in Rs.)

Period to which the amount

relates

Forum where dispute is pending

Income Tax Act Income Tax and interest

7,08,35,870 Assessment Year 2013-14

Assessing officer of Income Tax, (Appeals)

ANNEXURE- A TO THE INDEPENDENT AUDITORS REPORT

34th

Annual Report 53



(viii) The Company has taken loan from Bajaj Finance Ltd. amounting Rs.35908257 of which 52432.02 is still

outstanding as on the Balance Sheet Date.

(ix) The Company has not raised any money by way of initial public offer or further public offer during the year. The company has not taken any term loans during the year.

(x) According to the information and explanations given to us, no material fraud on or by the Company has been noticed or reported during the course of our audit.

(xi) The company has paid managerial remuneration in accordance with provisions of the section 197 read

with Schedule V of the Companies Act.

(xii) The company is not a Nidhi Company hence the clause is not applicable.

(xiii) All the transactions with the related parties are in compliance with sections 177 and 188 of Companies Act, 2013 and the necessary details have been disclosed in the Financial Statements etc as required by the applicable accounting standards.

(xiv) The company has not made any preferential allotment or private placement of shares or fully or partly

convertible debentures during the year,

(xv) The company has not entered into any non-cash transactions with directors or persons connected with him.

(xvi) Since the company is NBFC, requirement of registration under section 45-IA of the Reserve Bank of India

Act, 1934 based on its asset and income pattern is not applicable.


34th

Annual Report 54



Report on the Internal Financial Controls under Clause (i) of sub- section 3 of the Section 143 of the Companies Act, 2013 (‘the Act) We have audited the internal financial controls over financial reporting of M/s Banas Finance Limited (‘the company) as of 31st March, 2017 in conjunction with our audit of the financial statements of the company for the year ended on that date. Management’s Responsibility for Internal Financial Controls The company’s management is responsible for establishing and maintaining internal financial controls based on the internal control over financial reporting criteria established by the company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls over Financial Reporting issued by the Institute of Chartered Accountant of India (‘ICAI’). These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to the Company’s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as required under the Companies Act, 2013. Auditor’s Responsibility Our responsibility is to express an opinion on the Company’s internal financial controls over financial reporting based on our audit. We conducted our audit in accordance with the Guidance Not on Audit of Internal Financial Controls over Financial Reporting (the ‘Guidance Note’) and the Standards on Auditing, issued by ICAI and deemed to be prescribed under Section 143(10) of the Companies Act,2013, to the extent applicable to an audit of internal financial controls, both applicable to an audit of Internal Financial Controls and, both issued by the Institute of Chartered Accountants of India. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls over financial reporting were established and maintained and if such controls operated effectively in all material respects. Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system over financial reporting and their operating effectiveness. Our audit of internal financial controls over financial reporting included obtaining an understanding of internal financial controls over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control-based on the assessed risk. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the Company’s internal financial controls system over financial reporting. Meaning of Internal Financial Controls over Financial Reporting A company’s internal financial control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal financial control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the Company are being made only in accordance with authorization of the Management and directors of the Company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the Company’s assets that could have a material effect on the financial statements. Inherent Limitations of Internal Financial Controls over Financial Reporting Because of the inherent limitations of internal financial controls over financial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may occur and not be detected. Also, projections of any evaluation of the internal financial controls over financial reporting to future periods are subject to the risk that the internal financial control over financial reporting may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

ANNEXURE- B TO THE INDEPENDENT AUDITORS REPORT

34th

Annual Report 55



Qualified Opinion According to the information and explanations given to us and based on our audit, the following material weakness has been identified as at March 31, 2017.

1. The Company did not have an appropriate internal control system for granting Loans. Demand and other loans given are governed by the Board policies. Considering the close monitoring of Board no appraisal, renewal, Policies, Procedure, Committee or documents have been prescribed and executed.

2. The Company’s internal control system is not commensurate to the size and scale of operation over purchase

and sale of trading division.

3. The Company does not have internal control over supporting documents for few expenses. A ‘material weakness’ is a deficiency, or a combination of deficiencies, in internal financial control over financial reporting, such that there is a reasonable possibility that a material misstatement of the company's annual or interim financial statements will not be prevented or detected on a timely basis. In our opinion, except for the effects / possible effects of the material weakness described above on the achievement of the objectives of the control criteria, the Company has maintained, in all material respects, adequate internal financial controls over financial reporting and such internal financial controls over financial reporting were operating effectively as of March 31, 2017,based on the internal control over financial reporting criteria established by the company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Chartered Accountants of India. We have considered the material weakness identified and reported above in determining the nature, timing, and extent of audit tests applied in our audit of the March 31, 2017 financial statements of the Company, and the material weakness does not affect our opinion on the financial statements of the Company. For Pravin Chandak & Associates Chartered Accountants Firm’s registration number: 116627W Sd/- Pravin Chandak Partner Membership number: 049391 Place: Mumbai Date: 30th May 2017

34th

Annual Report 56



The Board of Directors M/s Banas Finance Limited E-109, Crystal Plaza, New Link Road, Andheri (West), Mumbai - 400053. As required by the Non Banking Financial Companies Auditors Report (Reserve Bank) Directions, 2008 issued by Reserve Bank of India, on the matters specifies in Para 3 and 4 of the said directions to the extent applicable to the company and according to the information and explanations given to us for the purpose of audit for the year ended 31st March 2017 we report that:

1) We hereby state that M/s Banas Finance Limited is engaged in the business of Non Banking Financial Institution and it has obtained a Certificate of Registration from the Reserve Bank of India.

2) The company is entitled to hold such Certificate of Registration in terms of its assets/income pattern as on 31st March, 2017.

3) The Board of Directors has passed a resolution for non acceptance of any public deposits in its meeting held on 9th April, 2016.

4) The company has not accepted any public deposits during the year ended 31st March, 2017.

5) The Company has not complied with few prudential norms as applicable to it in terms of Non Banking Financial (Non-Deposit Accepting or Holding) Companies Prudential Norms (Reserve Bank) Directions, 2007, the same is disclosed in Notes to Accounts in point no. 24.


NON-BANKING FINANCIAL COMPANIES AUDITOR’S REPORT (RESERVE BANK)DIRECTIONS, 2008

34th

Annual Report 57



Schedule to the Balance Sheet of a Non-Deposit Taking Non-Banking Financial Company

Particulars Amount in Rs.

Liabilities side:

1

Loans and advances availed by the non-banking financial company inclusive of interest accrued thereon but not paid:

(a) Debentures : Secured

: Unsecured (other than falling within the meaning of public deposits*) NIL

(b) Deferred Credits NIL

(c) Term Loans NIL

(d) Inter corporate loans and borrowing Rs. 6,91,92,788/-

(e) Commercial Paper NIL

(f) Other Loans (Demand Loan) Rs.50,00,000/-

Total Rs. 7,41,92,788/-

Assets side:

2

Break-up of Loans and Advances including bills receivables [other than those included in (4) below]:

(a) Secured NIL

(b) Unsecured Rs.34,70,52,248/-

3

Break-up of Leased Assets and stock on hire and other assets counting towards AFC activities

(i) Lease assets including lease rentals under sundry debtors: NIL

(a) Finance lease NIL

(b) Operating lease NIL

(ii) Stock on hire including hire charges under sundry debtors: NIL

(a) Assets on hire NIL

(b) Repossessed Assets NIL

(iii) Other loans counting towards AFC activities NIL

(a) Loans where assets have been repossessed NIL

(b) Loans other than (a) above NIL

4 Break-up of Investments

Current Investments:

1) Quoted: NIL

(i) Shares: (a) Equity

(b) Preference NIL

(ii) Debentures and Bonds NIL

(iii) Units of Mutual Funds NIL

(iv) Government Securities NIL

(v) Others (please specify) NIL

2) Unquoted:


(b) Preference NIL




34th

Annual Report 58




Long Term Investments:

1) Quoted: NIL


(b) Preference NIL





2) Unquoted:


(b) Preference NIL





5 Borrower group-wise classification of assets financed as in (2) and (3) above:

1) Related Parties

(a) Subsidiaries NIL

(b) Companies in the same group NIL

(c) Other related parties NIL

2) Other than related parties Rs. 34,70,52,248/-

Total Rs. 34,70,52,248/-

6 Investor group-wise classification of all investments (current and long term) in shares and securities (both quoted and unquoted):

1) Related Parties

(a) Subsidiaries NIL

(b) Companies in the same group NIL

(c) other related parties NIL

2) Other than related parties NIL

Total NIL

7 (i) Gross Non-Performing Assets

(a) Related Parties NIL

(b) Other than related parties NIL

(ii) Net Non-Performing Assets

(a) Related Parties NIL

(b) Other than related parties NIL

(iii) Assets acquired in satisfaction of debt NIL

34th

Annual Report 59

Notes Forming part of Financial Statements


NOTES FORMING PART OF THE FINANCIAL STATEMENTS

1. SIGNIFICANT ACCOUNTING POLICIES

a) Basis of preparation of financial statements

The financial statements are prepared in accordance with Generally Accepted Accounting Principles (“GAAP”) in India under the historical cost convention, on accrual basis of accounting and comply with Accounting Standard notified under section 133 of Companies Act, 2013 read with general Circular 8/2014 dated April 4, 2014 issued by Ministry of Corporate Affairs to the extent applicable. The accounting policies have been consistently applied by the Company and are consistent with those used in the previous year.

b) Going Concern Assumption:-

The financial statements have been prepared assuming entity will be able to continue its operation in near foreseeable future and there is no material circumstances casting doubt over going concern ability of company and neither management intends to liquidate its operation. Though company has incurred loss in the current year, management has made sufficient viable plan to overcome such situation in future and the plan appears to be promising to validate the going concern assumption.

c) Inventory valuation Items of inventories are measured at lower of cost and net realizable value after providing for obsolescence, if any, except in case of by-products which are valued at net realizable value. Cost of inventories comprises of cost of purchase, cost of conversion and other costs including manufacturing overheads incurred in bringing them to their respective present location and condition. Cost of raw materials, packing materials, trading and other products are determined on weighted average basis. Inventories are determined on First-in-First-Out (FIFO) basis.

d) Use of Estimates The Preparation of financial statements in conformity with generally accepted accounting principles (GAAP) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent liabilities at the date of the financial statements and the results of operations during the reporting period. Although these estimates are based upon management’s best knowledge of current events and actions, actual results could differ from these estimates. Any revision to the accounting estimates is recognized prospectively.

e) Revenue recognition

1. Income from Operation is recognized upon transfer of significant risks and rewards of ownership to the buyer.

2. Other Income is recognized to the extent that it is probable that the economic benefits will flow to the Company and the revenue can be reliably measured.

3. Dividend is recognized when the shareholders’ right to receive payment is established at the balance sheet date.

f) Fixed Assets

Tangible Assets

Fixed assets are stated at cost, less accumulated depreciation and impairment losses if any. Cost comprises the purchase price and any attributable cost of bringing the asset to its working condition for its intended use. Borrowing costs relating to acquisition of fixed assets which takes substantial period of time to get ready for its intended use are also included to the extent they relate to the period till such assets are ready to be put to use. Capital work in progress includes expenditure incurred till the assets are put into intended use.

Intangible Assets Intangible Assets are stated at cost of acquisition net of recoverable taxes less accumulated amortization/depletion and impairment loss, if any. The cost comprises purchase price, borrowing costs, and any cost directly attributable to bringing the asset to its working condition for the intended use and net charges

34th

Annual Report 60



on foreign exchange contracts and adjustments arising from exchange rate variations attributable to the intangible assets.

g) Depreciation

Depreciation on tangible assets is provided using the Straight Line Method over the useful lives of the assets estimated by the Management. Depreciation for the assets purchased / sold during the year is proportionately charged as prescribed in Schedule II to the Companies Act, 2013. Intangible assets are amortized over their respective individual estimated useful lives on a straight line basis, commencing from the date the asset is available to the Company for its use.

h) Impairment of assets

The carrying amounts of assets are reviewed at each balance sheet dates and if there is any indication of impairment based on internal/external factors. An impairment loss is recognized wherever the carrying amount of an asset exceeds its recoverable amount. The recoverable amount is the greater of the asset’s net selling price and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value at the weighted average cost of capital. If at the balance sheet date, there is an indication that a previously assessed impairment loss no longer exists, then such loss is reversed and the asset is restated to extent of the carrying value of the asset that would have been determined (net of amortization/depreciation), had no impairment loss been recognized. After impairment, depreciation is provided on the revised carrying amount of the asset over its remaining useful life.

i) Investments

Investments that are readily realizable and intended to be held for not more than one year are classified as current investments. All other investments are classified as long-term investments. Current investments are carried at lower of cost or fair value determined on individual investment basis. Long-term investments are carried at cost. However, provision for diminution in value is made to recognize a decline other than temporary decline in the value of the investments.

j) Taxation

Tax expense comprises of current income tax and deferred income tax. Current income tax is measured at the amount expected to be paid to the tax authorities in accordance with the Indian Income Tax Act. Deferred income taxes reflects the impact of current year timing differences between taxable income and accounting income for the year and reversal of timing differences of earlier years. Deferred tax is measured based on the tax rates and the tax laws enacted or substantively enacted at the balance sheet date. Deferred tax assets are recognized only to the extent that there is reasonable certainty that sufficient future taxable income will be available against which such deferred tax assets can be realized. In situations where the company has unabsorbed depreciation or carry forward tax losses, all deferred tax assets are recognized only if there is virtual certainty supported by convincing evidence that they can be realized against future taxable profits. At each balance sheet date, the Company re-assesses unrecognized deferred tax assets. It recognizes unrecognized deferred tax assets to the extent that it has become reasonably certain, as the case may be, that sufficient future taxable income will be available against which such deferred tax assets can be realized. Minimum Alternative Tax (MAT) credit is recognized as an asset and carried forward only if there is a reasonable certainty of it being set off against regular tax payable within the stipulated statutory period.

k) Foreign Currency Transactions

Transactions in foreign currency are recorded at the rate of exchange in force on the date of the transactions. Current assets and Current liabilities in foreign currency are translated at the exchange rate prevalent at the date of the Balance Sheet. Any income or expenses on account of exchange difference either on settlement or on translation is recognized in the Profit and Loss account except in case of long term liabilities, where they relate to acquisition of fixed assets, in which case they are adjusted to the carrying cost of such assets.

l) Earnings Per Share

34th

Annual Report 61



Basic earnings per share is calculated by dividing the net profit or loss for the year attributable to equity shareholders (after deducting preference dividends and attributable taxes) by the weighted average number of equity shares outstanding during the year. The weighted average number of equity shares outstanding during the year is adjusted for events of bonus issue, bonus element in a rights issue to existing shareholders, share split and reverse share split (consolidation of shares). For the purpose of calculating diluted earnings per share, the net profit or loss for the year attributable to equity shareholders and the weighted average number of shares outstanding during the year are adjusted for the effects of all dilutive potential equity shares.

m) Provisions, Contingent Liabilities and Contingent Assets

A provision is recognized when an enterprise has a present obligation as a result of past event it is probable that an outflow of resources will be required to settle the obligation, in respect of which a reliable estimate can be made. Where no reliable estimate can be made, a disclosure is made as contingent liability. Provisions are not discounted to its present value and are determined based on best estimate required to settle the obligation at the balance sheet date. These are reviewed at each balance sheet date and adjusted to reflect the current best estimates. Possible future obligations or present obligations that may but will probably not require outflow of resources or where the same cannot be reliably estimated, is disclosed as contingent liabilities in the notes to accounts of financial statements. Contingent Assets are neither recognized nor disclosed in the financial statements.

n) Cash Flow Statement Cash flow statement has been prepared under the ‘Indirect Method’. Cash and cash equivalents, in the cash flow statement comprise unencumbered cash and bank balances.

34th

Annual Report 62

Balance Sheet


NOTES31ST MARCH,

2017

31ST MARCH,

2016

EQUITY & LIABILITIES

SHAREHOLDERS' FUNDS

Share Capital 2 113,760,000 113,760,000

Reserves and Surplus 3 183,391,260 234,770,806

CURRENT LIABILITIES

Short Term Borrowings 4 68,841,421 201,911,218

Other Current Liabilities 5 141,550 1,392,672

Short Term Provisions 6 38,535,550 27,931,024

TOTAL 404,669,782 579,765,720

ASSETS

NON CURRENT ASSETS

Fixed Assets

Tangible Assets 7 230,920 230,920

Deferred Tax Assets 136,580 104,343

CURRENT ASSETS

Inventories 8 36,593,409 105,597,288

Cash and Cash Equivalents 9 9,500,421 9,167,079

Short Term Loans and Advances 10 358,208,452 464,666,090

TOTAL 404,669,782 579,765,720

Notes Forming Part of Financial Statements 1-30

As per our Report of Even Date

For Pravin Chandak & Associates For and on behalf of the Board of Directors

Chartered Accountants of Banas Finance Limited

(Firm Registration No.116627W)

Sd/- Sd/- Sd/-

Pravin Chandak Amit Gulecha Girraj Kishor Agrawal

[Partner] [Managing Director] [Director]

Membership No. 049391 DIN:06964404 DIN:00290959

Sd/-

Suresh Kharat

Place: Mumbai [Chief Financial Officer & Director]

Date: 30th May, 2017 DIN: 07676511

BANAS FINANCE LIMITEDBALANCE SHEET AS AT 31ST MARCH, 2017

(Amount in Indian Rupees)

34th

Annual Report 63

Statement of Profit & Loss


NOTES 31ST MARCH,

2017

31ST MARCH,

2016

INCOME

Revenue from operations 11 95,387,102 80,848,695

Other income 12 247,365 80,459

Total Revenue (I) 95,634,467 80,929,154

EXPENSES

Purchase of traded goods 45,065,816 133,444,689

(Increase)/Decrease in inventories of traded goods 69,003,879 (61,357,254)

Employee Benefits expense 13 1,391,813 1,231,923

Depreciation 8 - -

Finance charges 14 18,253,235 10,069,773

Other expenses 15 13,305,652 29,197,464

Total Expenses (II) 147,020,395 112,586,595

Profit for the year before exceptional & extraordinary

items and tax (I - II) (51,385,929) (31,657,441)

Exceptional & Extraordinary items 16 -

Profit for the year before tax (51,385,929) (31,657,441)

Tax Expenses :

Current Tax - -

Tax of previous years 25,854 1,300,000

Deferred Tax (32,237) 17,972

Profit / (Loss) for the period (51,379,546) (32,975,413)

Earning per equity share:

Basic (0.452) (0.290)

Diluted (0.452) (0.290)

Notes Forming Part of Financial Statements 1-30





Sd/- Sd/- Sd/-


[Partner] [Managing Director] [Director]


Sd/-

Suresh Kharat

Place: Mumbai [Chief Financial Officer & Director]

Date: 30th May, 2017 DIN: 07676511

BANAS FINANCE LIMITED STATEMENT OF PROFIT AND LOSS FOR THE YEAR ENDED 31ST MARCH, 2017


34th

Annual Report 64

Cash Flow Statement


Cash Flow from Operating Activities

Profit Before Tax and Extraordinary items (51,385,929) (31,657,441)

Adjustments for:

Depreciation -

Interest 18,253,235 10,069,773

18,253,235 10,069,773

Operating Profit before Working Capital Changes (33,132,694) (21,587,668)

Adjustments for:

(Increase)/Decrease in Inventories 69,003,879 (61,357,254)

(Increase)/Decrease in Trade Receivables - -

(Increase)/Decrease in Other Receivable 106,966,206 (33,761,332)

(Increase)/Decrease in Balance with Statutory Authorities (508,569) (3,137,641)

Increase/(Decrease) in Current Liabilities & Provision (123,716,392) 51,745,125 115,901,568 17,645,340

Cash Generated From Operations 18,612,431 (3,942,327)

Less: Income Tax Paid 25,854 1,300,000

Cash Inflow Before Prior Period Adjustments 18,586,577 (5,242,327)

Less : Prior Period Adjustment - -

Net Cash from Operating Activities A 18,586,577 (5,242,327)

Cash Flow from Investing Activities - -

Net Cash from Investing Activities B - -

Cash Flow from Financing Activities C

Interest on Loan (18,253,235) (10,069,773)

Long term Loans & Advances - (18,253,235) - (10,069,773)

Net Cash from Financial Activities C (18,253,235) (10,069,773)

Net Increase/ Decrease in Cash and Cash Equivalents

(A+B+C)333,342 (15,312,101)

Cash and Cash Equivalents-Opening Balance 9,167,079 24,479,179

Cash and Cash Equivalents-Closing Balance 9,500,421 9,167,079





Sd/- Sd/- Sd/-


[Partner] (Managing Director) (Director)


Sd/-

Suresh Kharat

Place: Mumbai (Chief Financial Officer & Director)

Date: 30th May, 2017 DIN: 07676511

BANAS FINANCE LIMITED CASH FLOW STATEMENT FOR THE YEAR ENDED 31ST MARCH, 2017


Particulars Year Ended 31st March, 2017 Year Ended 31st March, 2016

34th

Annual Report 65

Notes to Accounts


31ST MARCH,

2017

31ST MARCH, 2016

2 Share Capital

Authorised

12,30,00,000 Equity Shares of Rs. 1 each 123,000,000 123,000,000

Total Authorized Share Capital 123,000,000 123,000,000

Issued, Subscribed and Paid up

11,37,60,000 Equity Shares of Rs. 1 each 113,760,000 113,760,000

113,760,000 113,760,000

a. Reconciliation of shares outstanding at the beginning and at the end of the reporting period

Equity shares

Numbers Rs. Numbers Rs.

At the beginning of the period 113,760,000 113,760,000 113,760,000 113,760,000

Issued during the period - - - -

Bought back during the period - - - -

Outstanding at the end of the

period 113,760,000 113,760,000 113,760,000 113,760,000

b. Terms/rights attached to equity shares

Equity shares of Rs. 1 each fully paid

Numbers

% holding in the

class Numbers % holding in the class

Chandrakant Babu Mohite 8,485,096 7.46 8,485,096 7.46

Handful Investrade Private Limited 14,500,000 12.75 14,500,000 12.75

Total 22,985,096 20.20 22,985,096 20.20

3 Reserve & Surplus

Securities Premium reserve

Balance as per last financial statements 287,160,000 287,160,000

- -

Closing balance 287,160,000 287,160,000

Statutory Reserves

Balance as per last financial statements 234,810 234,810

- -

Closing balance 234,810 234,810

Surplus/(Deficit) in the Statement of Profit and Loss

Balance as per last financial statements (52,624,004) (19,648,591)

Profit/ (loss) for the year (51,379,546) (32,975,413)

- -

Closing balance (104,003,550) (52,624,004)

Total Reserves and Surplus 183,391,260 234,770,806

Add: New Equity shares issued during the year at

Add: Transferred from statement of Profit and Loss

Less : Transferred to statutory reserves

Total Issued, Subscribed And Fully Paid Up Share

31st March, 2017 31st March, 2016

The Company has only one class of Equity Shares having par value of Rs. 1. Each holder of equity shares is entitled to

one vote per share. The company declares and pays dividends in Indian rupees. The dividend proposed by the Board of

Directors is subject to the approval of the shareholders in the ensuing Annual General Meeting.

In the event of liquidation of the Company, the holder of equity shares will being entitled to receive any of the remaining

C. Details of shareholders holding more than 5%

31st March, 2017 31st March, 2016

(Previous year 11,37,60,000 Equity Shares of Rs. 1

BANAS FINANCE LIMITEDNOTES FORMING PART OF THE FINANCIAL STATEMENT AS AT 31ST MARCH, 2017


(Previous year 12,30,00,000 Equity Shares of Rs. 1

34th

Annual Report 66

Notes to Accounts


4 Short Term Borrowings

Secured Loan Repayable on Demand

From Related Parties

From other parties 569,876 201,911,218

569,876 201,911,218

Unsecured Loan Repayable on Demand

From Related Parties

From other parties 68,271,546

68,271,546 -

Total Short Term Borrowings 68,841,421 201,911,218

5 Other Current Liabilities

Other Current Liabilities 141,550 1,392,672

Total Other Current Liabilities 141,550 1,392,672

6 Short Term Provisions

Contingent Provision for Standard Assets 2,087,409 1,279,925

Contingent Provision for Loss Assets 36,417,636 26,395,826

Duties and Taxes Payable 26,629 223,223

Prov for tax 3,876 32,050

Total Short Term Provisions 38,535,550 27,931,024

8 Inventories

(As valued and certified by management)

Stock-in-trade 36,593,409 105,597,288

Total Inventories 36,593,409 105,597,288

9 Cash and Cash Equivalents

Cash in Hand 133,249 497,367

Balance with Banks 9,367,172 8,669,712

Total Cash And Cash Equivalents 9,500,421 9,167,079

10 Short Term Loans and Advances

Loan and advances unsecured considered good

Loans and advances to related parties -

Loans and advances to others 347,052,248 454,590,025

Deposits 505,467 -

Balance with statutory/government authorities 10,476,966 9,968,398

MAT Credit entitlement 173,771 107,667

Total Short Term Loans And Advances 358,208,452 464,666,090

34th

Annual Report 67

Notes to Accounts


AS O

NAS

ON

UPTO

UPTO

AS O

NAS

ON

01.04

.2016

31.03

.2017

31.03

.2016

31.03

.2017

31.03

.2017

31.03

.2016

Tang

ible

Asse

tsAi

r Con

dition

s and

Cooli

ng To

wer

750,7

27

-

564,1

20

186,6

07

747,0

05

-

564,1

20

182,8

85

3,722

3,722

Offic

e Equ

ipmen

ts64

3,924

-

45

1,200

19

2,724

62

9,943

-

45

1,200

17

8,743

13

,981

13

,981

Mobil

e12

,575

-

-

12

,575

11

,926

-

-

11

,926

64

9

649

Furn

iture

& Fi

xture

s1,9

08,71

8

-

1,5

42,15

0

36

6,568

1,8

86,31

0

-

1,5

42,15

0

34

4,160

22

,408

22

,408

Comp

uter

s3,8

03,20

8

-

2,5

64,12

0

1,2

39,08

8

3,6

13,04

8

-

2,5

64,12

0

1,0

48,92

8

19

0,160

19

0,160

TOTA

L Rs.

7,119

,152

-

5,121

,590

1,997

,562

6,888

,232

-

5,121

,590

1,766

,642

230,9

20

230,9

20

Prev

ious Y

ear

11,04

9,744

-

3,6

25,64

8

7,4

24,09

6

10

,818,8

24

-

3,625

,648

7,193

,176

230,9

20

230,9

20

BANA

S FIN

ANCE

LIMI

TED

(Am

ount

in In

dian

Rup

ees)

NOTE

7: FI

XED

ASSE

TS

ASSE

TSAD

D/(D

ED.)

ADD.

/ (DE

D.)

DURI

NG TH

E YEA

RDU

RING

THE Y

EAR

GROS

S BLO

CKDE

PREC

IATI

ONNE

T BLO

CK

34th

Annual Report 68

Notes to Accounts


PARTICULARS31ST MARCH,

2017

31ST MARCH,

2016

11 Revenue From Operations

Sale of Shares 57,235,738 39,597,557

Interest 38,151,364 41,156,661

Profit/(Loss) on Share Trading - 94,477

Total Revenue from Operations 95,387,102 80,848,695

12 Other Income

Dividend 14,328 66,664

Interest on Fixed Deposit 467 13,795

Other Income 232,570

Total Other Income 247,365 80,459

13 Employee Benefits Expense

Director remuneration 26,000 -

Salary 1,357,222 1,225,913

Staff Welfare 8,591 6,010

Total Employee Benefits Expense 1,391,813 1,231,923

14 Finance Charges

Interest on Loan 18,247,003 10,064,151

Bank charges 6,232 5,622

-

Total Finance Charges 18,253,235 10,069,773

15 Other Expenses

Advertising Expenses 39,216 30,843

Auditor's Remuneration -

As Audit Fees 100,000 40,000

For Tax Audit 18,000 10,000

Computer Expenses 28,500 -

Conveyance Expenses 19,203 20,634

Custodial Fees 120,000 132,200

Depository charges 60,400 -

Electricity Expenses 34,115 17,398

Listing Fees 200,000 200,000

Office Expenses 391,469 11,229

Postage & Courier Expenses 25,379 17,405

Printing & Stationery Expenses 35,190 31,022

Professional Expenses 218,750 329,250

ROC Charges 13,800 9,000

Telephone Expenses 8,591 10,257

Transaction charges 431,682 207,777

Interest on TDS 100,014 13,943

Loan Processing Charges - 257,625

Office Rent 120,000 120,000

Provision for Standard Assets 807,484 1,279,925

Provision for Loss Assets 10,021,810 26,395,826

Membership Charges 20,750 63,130

Repairs & Maintenance Charges 28,000

Travelling Exp 340,300

Out of Pocket Expenses 2,000

Brokerage 121,000

Total Other Expenses 13,305,652 29,197,464

16 Exceptional & Extraordinary items

Fixed Assets written off - -

Total Exceptional & Extraordinary items - -

NOTES FORMING PART OF THE FINANCIAL STATEMENT AS AT 31ST MARCH, 2017


34th

Annual Report 69

Notes to Accounts


NOTES FORMING PART OF THE FINANCIAL STATEMENTS

17. Employee benefits

Provision for retirement benefits to employees was not provided on accrual basis, which is not in conformity with Accounting Standard-15 issued by ICAI and the amount has not been quantified because actuarial valuation report is not available. However, in the opinion of the management the amount involved is negligible and has no material impact on the Profit & Loss Account.

18. CONTINGENT LIABILITY & CAPITAL COMMITMENT:

2016-2017 Amount in Rs.

2015-2016 Amount in Rs.

Contingent Liabilities not provided for* 7,08,35,870 8, 81, 64,280 Capital Commitment not provided for NIL NIL Others NIL NIL

*The demand was raised by the jurisdictional assessing officer of the Income Tax Authorities u/s 143(3) of

the Income Tax Act, 1961 for the Assessment Year 2013-14. The management believes that demand raised is likely to be either deleted or substantially reduced. Also, the company has filed an appeal and deposited tax of Rs. 1,63,00,000/- in response to the demand raised by the assessing officer and accordingly no provision is considered. The balance reduction in contingent liability is after adjusting the refund of other year.

19. EARNING PER SHARE:

Earnings per Share, as required by the Accounting Standard 20- “Earning Per Share” issued by the Institute of Chartered Accountants of India, is given below:

Particulars 2016-17

Amount in Rs. 2015-16

Amount in Rs. Net profit for the period attributable to Equity Shareholders (Rs.) (5,13,79,546) (3,29,75,412)

Weighted Average No of Equity shares outstanding for Basic Earnings per share

11,37,60,000 11,37,60,000

Weighted Average No. of Equity shares outstanding for Diluted earnings per share

11,37,60,000 11,37,60,000

Basic Earning Per Shares (face value of Rs. 1/-each ) (Rs) (0.452) (0.290) Diluted earnings per share (face valued of Rs.1/-each) (Rs.) (0.452) (0.290)

20. RELATED PARTY TRANSACTION:

List of Related Parties:-

a) Director/Key Management personnel :- i) Girraj Kishor Agrawal ii) Tanu Giriraj Agarwal iii) Amit Gulecha iv) Nikita Joshi v) Suresh Kharat

b) Relatives of Directors/Key Management Personnel i) Girraj Kishor Agarwal HUF ii) Saloni Agarwal

c) Related parties over which Directors/ Key Management personnel have significant influence :- i) Agrawal Bullion Limited (Formerly known as Kayaguru Health Solutions Limited) ii) Axon Ventures Limited (Formerly Axon Finance Limited) iii) Five X Tradecom Ltd iv) Handful Investrade Pvt Ltd v) Kayaguru Capital Market Private Limited vi) Rockon Capital Market Private Limited vii) Rockon Enterprises Limited (Formerly Rockon Fintech Limited) viii) Proaim Enterprises Limited (Formerly Shreenath Commercial & Finance Limited) ix) Tilak Ventures Limited (Formerly Tilak Finance Limited)

34th

Annual Report 70

Notes to Accounts


Transaction with Related Parties:-

21. MAJOR COMPONENTS OF DEFERRED TAX LIABILITIES:

2016-2017


Amount in Rs. Deferred Tax Asset on Account of Carry Forward Losses Deferred Tax Asset / (Liability) on Account of Depreciation

NIL 1,36,580

NIL 1,04,343

Deferred Tax Assets 1,22,315 1,22,315 22. INCOME IN FOREIGN CURRENCY:

2016-2017


Amount in Rs. Income in foreign currency NIL NIL

23. EXPENDITURE IN FOREIGN CURRENCY:

2016-2017


Amount in Rs. Expenditure in Foreign Currency NIL NIL

List of Related Party Nature of Transaction 2016-17 (Rs) 2015-16 (Rs) Girraj Kishor Agarwal Balance at beginning of the year

Other Expenses paid on behalf of Company Loan Taken Loan Repaid Balance at year end

- 13,800

- - -

600 6000

NIL NIL NIL

Girraj Kishor Agrawal HUF Other Expenses paid on behalf of Company NIL NIL Prajna Naik Remuneration Paid NIL 2,78,213 Nikita Joshi Remuneration Paid 1,02,438 NIL Agrawal Bullion Limited (Formerly known as Kayaguru Health Solutions Limited)

Shares Purchase Loan Taken Loan Repaid

NIL 2,00,00,000 2,00,00,000

2,55,46,050 NIL NIL

Five X Tradecom Limited Loan Taken Loan Repaid Loan Given Loan Recovered Balance at year end

7,50,000 7,50,000

NIL NIL NIL

48,36,225 48,36,225

NIL NIL NIL

Handful Investrade Private Limited

Loan Taken Loan Repaid Balance at year end

NIL NIL NIL

NIL NIL NIL

Rockon Enterprises Ltd (Formerly Rockon Fintech Limited)

Loan Taken Loan Repaid Other Expenses paid on behalf of Company

82,00,000 82,00,000

-

NIL NIL

1050 Proaim Enterprises Limited (Formerly Shree Nath Commercial & Finance Limited)

Shares Sales Loan Taken Loan Repaid Balance at year end

1,85,00,000 46,00,000 46,00,000 NIL

NIL NIL NIL NIL

Kayaguru Capital Market Pvt Ltd Loan Taken Loan Repaid Balance at year end

82,00,000 82,00,000

NIL

NIL NIL

NIL Rockon Capital Market Pvt Ltd Loan Given

Loan Recovered Balance at year end

1,40,000 1,40,000

NIL

NIL NIL

NIL M/s. Tilak Ventures Limited (Formerly Tilak Finance Limited)

Sale of Shares Loan Given Loan Recovered Balance at year end

1,92,00,000 18,00,000 18,00,000

NIL

NIL NIL NIL

NIL

34th

Annual Report 71

Notes to Accounts


24. PRUDENTIAL NORMS OF NBFC:

a. Majority of the loans given are demand loans, therefore in some cases the terms of repayment including interest and loan agreement including KYC documents etc are not available. Demand and other loans given are governed by the Board policies. Considering the close monitoring of Board no appraisal, renewal, Policies, Procedure, Committee or documents have been prescribed and executed.

b. In view of the management all the loans outstanding are considered good and therefore provision on Non-Performing Assets not provided.

c. Pre and post sanction generally accepted procedures are not in place. 25. As per information available with the Company, none of the creditors has confirmed that they are registered

under the Micro, Small and Medium enterprises Development Act, 2006.

26. Purchase and Sale of unquoted securities are done as per demand and supply forces of the market. Therefore the rationale for the same is not available. In view of the management all the unquoted securities in stock are considered as good and therefore no provision for diminutions has been made for Investments. Purchase and sale decisions are governed by the Board policies. Considering the close monitoring of Board no appraisal, Policies, Procedure, Committee or documents have been prescribed and executed.

27. As the intention is to hold the unquoted securities for sale in short term and in absence of flow of periodic data, absence of liquidity and market related data closing stock of unquoted shares are valued at cost.

28. Trade Receivable, Trade Payable, Borrowings and Loans and Advances balances are subject to confirmation and reconciliation.

29. Segment Information: The Company is engaged in single segment and there are no separate reportable segments as defined in AS-17.

30. Previous year’s figures have been regrouped, rearranged and reclassified wherever necessary to conform to the current’s classification/ presentation.

AS PER OUR REPORT OF EVEN DATE For Pravin Chandak & Associates, For and on behalf of The Board

Chartered Accountants of BANAS FINANCE LIMITED

Sd/- Sd/- Sd/- Pravin Chandak Amit Gulecha Girraj Kishor Agrawal Partner Managing Director Director M. No. 049391 DIN: 06964404 DIN: 00290959 Firm Registration No. 116627W

Sd/- Suresh Kharat

Place: Mumbai Chief Financial Officer& Director Date: 30th May, 2017 DIN: 07676511

34th

Annual Report 72

Attendance Slip


BANAS FINANCE LIMITED Registered Office: E/109, Crystal Plaza, Opp. Infinity Mall, New Link Road, Andheri (West), Mumbai - 400053

Email: [email protected] | Website: www.banasfinance.com | CIN: L65910MH1983PLC030142 | Tel: 022-61522222

ATTENDANCE SLIP 34th Annual General Meeting, July 27, 2017 at 11.00 A.M.

Regd. Folio No. No. of Equity Shares held

* DP ID: * Client ID:

Name of the Shareholder

Name of Proxy

I certify that I am a registered shareholder/proxy for the registered Shareholder of the Company and hereby record my presence at the 34th Annual General Meeting of the Company on Thursday, July 27, 2017 at 11.00 a.m. at the registered office of the Company at E/109, Crystal Plaza, Opp. Infinity Mall, New Link Road, Andheri (West), Mumbai- 400053 .

SIGNATURE OF THE MEMBER OR THE PROXY ATTENDING THE MEETING _____________________________________ ______________________________________ If Member, please sign here If Proxy, please sign here

Note: Please fill up this attendance slip and hand it over at the entrance of the meeting hall. Shareholders are informed that no duplicate attendance slips will be issued at the venue of meeting. Members are requested to bring their copies of the Annual Report to the meeting. - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - Please tear here - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -

BANAS FINANCE LIMITED Registered Office: E/109, Crystal Plaza, Opp. Infinity Mall, New Link Road, Andheri (West), Mumbai - 400053

Email: [email protected] | Website: www.banasfinance.com | CIN: L65910MH1983PLC030142 | Tel: 022-61522222

Form No. MGT – 11 PROXY FORM

[Pursuant to Section 105(6) of the Companies Act, 2013 (the Act) and Rule 19(3) of the Companies (Management and Administration) Rules, 2014]

34th Annual General Meeting, July 27, 2017 at 11.00 A.M

Name of the member(s): Registered address: Email Id: Folio No./Client Id / DP ID:

I/We, being the member(s) holding ____________ shares of the above named Company, hereby appoint the following as my/our Proxy to attend and vote (on a poll) for me/us and on my/our behalf at the 34th AGM on Thursday, July 27, 2017 at 11.00 a.m. at the Registered Office of the Company at E/109, Crystal Plaza, Opp. Infinity Mall, New Link Road, Andheri (West), Mumbai- 400053 1. Mr./Ms…………………………….………….…………….…… of …………………… in the district of ……….………...…. or failing him / her 2. Mr./Ms…………………………….…………………..….…… of …………………… in the district of ……….……….….…. or failing him / her 3. Mr./Ms…………………………….……………………….…… of …………………… in the district of ……….……….…. or failing Signed this ……………. day of ……………………………….……, 2017 ……………………………………………………… Signature of the Member

Note: This form in order to be effective shall be duly stamped, completed and deposited at the Registered Office of the Company not less than 48 hours before the meeting.

Please Affix Re.1/-

Revenue Stamp and

sign Across



34th

Annual Report 73

Ballot Paper


Form No. MGT – 12 Ballot Paper

[Pursuant to Section 109(5) of the Companies Act, 2013 (the Act) and Rule 21(1) (c) of the Companies (Management and Administration) Rules, 2014]

CIN: L65910MH1983PLC030142 Name of Company: BANAS FINANCE LIMITED Registered Office: E/109, Crystal Plaza, Opp. Infinity Mall, New Link Road, Andheri (West), Mumbai - 400053 Email: [email protected] | Website: www.banasfinance.com | Tel: 022-61522222

34th Annual General Meeting, July 27, 2017 at 11.00 A.M

Poll Paper Sr. No.

Particulars Details

1 Name of the First Named Shareholder (In block letters) 2 Postal Address

3 Registered Folio No./*Client ID No. (*Applicable to investors

holding shares in dematerialized form)

4 Class of Share I hereby exercise my vote in respect of Ordinary/ Special resolution enumerated below by recording my assent or dissent to the said resolution in following manner: Sr. No.

Item No. No. of Shares

held by me

I assent to the

resolution

I dissent from the

resolution 1 To receive, consider and adopt the Audited Standalone

Financial Statements consisting of the Balance Sheet as at March 31, 2017, the Statement of Profit and Loss and Cash Flow Statement for the year ended on that date and the Explanatory Notes annexed to, and forming part of, any of the above documents together with the reports of the Board of Directors and the Auditors thereon.

2 To appoint a Director in place of Mr. Girraj Kishor Agrawal (DIN: 00290959), Director, who retire by rotation in compliance of the provisions of Section 152 of the Companies Act, 2013 (hereinafter called “the Act”) and being eligible, offers himself for re-appointment.

3 Ratification of appointment of M/s. Pravin Chandak & Associates, Auditors to hold office from the conclusion of this Annual General Meeting until the conclusion of the next Annual General Meeting and to fix their remuneration.

4 To Consolidate Face Value of Equity Shares of the Company.

5 To Alter Memorandum of Association of the Company, consequent to Consolidation.

6 To regularize the appointment of Mrs. Tanu Agarwal (DIN: 00290966) as a Director liable to retire by rotation u/s 152 of Companies Act, 2013.

7 To regularize the appointment of Mr. Suresh Kharat (DIN: 07676511) as a Director liable to retire by rotation u/s 152 of Companies Act, 2013.

8 To regularize the appointment of Mr. Manish Raul (DIN: 07676516) as an Independent Non Executive Director.

9 Determination of fee for delivery of any documents through a particular mode to members.

Place: Mumbai Date: 27/07/2017 (Signature of Shareholder)


34th

Annual Report 74

AGM Route Map


AGM ROUTE MAP

By Couriered

If undelivered please return to: Registered Office E/109, Crystal Plaza, Opp. Infinity Mall, New Link Road, Andheri (West), Mumbai- 400053 Web Site: www.banasfinance.com Email: [email protected] Tel: 022-61522222

