Never miss a great news story!
Get instant notifications from Economic Times
AllowNot now


You can switch off notifications anytime using browser settings.
14,761.55232.4
Stock Analysis, IPO, Mutual Funds, Bonds & More
Add to your Portfolio

Bharat Bhushan Finance & Commodity Brokers Ltd.

BSE:511501  |  58888:bbss  |  IND:Financial Services - Misc  |  ISIN code:INE900A01013  |  SECT:Financial Services

PREMARKET

BSE LIVE

Change:

Volume:

Open:

Prv. Close:

Today:

Bharat Bhushan Finance & Commodity Brokers Ltd.

52-Wk:

Bharat Bhushan Finance & Commodity Brokers Ltd.

Bid:

()

Offer:

()

NSE LIVE

Change:

Volume:

Open:

Prv. Close:

Today:

Bharat Bhushan Finance & Commodity Brokers Ltd.

52-Wk:

Bharat Bhushan Finance & Commodity Brokers Ltd.

Bid:

()

Offer:

()

You can view full text of the Director's Report for Bharat Bhushan Finance & Commodity Brokers Ltd.
Director Report
Mar2014   Mar 2015
Dear Members,



The Directors have pleasure in presenting their 23rdAnnual Report

along with the Audited Financial Statement for the year ended on 31st

March, 2015.



1. FINANCIAL SUMMARY



Your Company''s financial performance for fiscal year2015 is summarized

in the following table:



(Rs In Lakhs)



Particulars Fiscal 2015 Fiscal 2014



Total Income 85.72 82.40



Profit before depreciation & Tax 53.27 51.17



Depreciation 0.91 1.12



Profit Before Tax 52.37 50.05



Provision for Taxation 9.91 8.62



Profit After Tax 42.45 41.43



Balance Profit B/F from earlier Year 280.77 267.40



Profit available for appropriation 323.22 308.83



APPROPRIATION:



Transfer to Reserve Fund 8.49 8.28



Proposed Dividend 16.90 16.90



Provision for Dividend Tax 3.38 2.87



Profit C/F to Balance Sheet 294.45 280.77



2. OPERATIONAL REVIEW



The Company in the last couple of years has maintained steady growth

rate despite slowdown and uncertainty in the economy.The new

government''s approach towards the Corporate sector has also resulted in

better operational revenue for our Company. The Company is engaged in

the business of Shares Trading, Commodity Trading and Investments in

Mutual Fund. The Company''s financial performance is as under:



* Revenue from Operation increased by 4.6 % to Rs. 73,63,367/-



* Profit before tax increased by 4.6% to Rs. 52,36,769/-



* Profit after tax increased by 2.5% to Rs. 42,45,258/-



3. DIVIDEND



Your Director''s are pleased to recommend a Dividend of Rs.0.50 Paisa

per equity share for the year 2014-15. The proposed dividend, subject

to approval of Shareholders in the ensuring Annual General Meeting of

the Company,would result in appropriation of Rs.20,28,139/- (including

Corporate Dividend Tax of Rs.3,37,939/-) out of the profits thus giving

47.774 % payout from the net profit of the Company. The dividend would

be payable to all Shareholders whose names appear in the Register of

Members as on the Book Closure Date.



The Register of Members and Share Transfer books shall remain closed

from 21stSeptember, 2015 to 28thSeptember, 2015 (both days inclusive).

During the year, the unclaimed dividend pertaining to the final

dividend for the year ended 2006-07 was transferred to the Investor

Education & Protection Fundpursuant to section 125 of the Companies

Act, 2013 after giving due noticeto the Members.



4. TRANSFER TO RESERVES



The Company proposes to transfer Rs. 8,49,052/-to the General Reserve

out of the amount available for distribution.



5. SHARE CAPITAL



The paid up Equity Share Capital as on 31St March, 2015 was

Rs.3,38,04,000/- During the year under review, the company has not

issued any further Share Capital.



6. FURTHER ISSUE OF CAPITAL BY WAY OF RIGHT ISSUE



The Board of Directors of the company in their meeting held on

30.07.2015 decided to raise further issue of capital by offering the

shares to the existing shareholders of the company by right basis in

the ratio of 1:2 i.e. one right share for every two equity shares fully

paid up held by the equity shareholders of the company.



The purpose of above Right Issue is to raise the additional fund for

enhancing the scale of operations of the company. The total number of

16,90,200 Equity Shares of face value of Rs. 10/- each at par will be

offered to the existing shareholders of the company. The total paid up

capital of the company after such right issue shall stand Increased to

5.07 Crore.



7. DEPOSITS



The Company has not accepted any Public Deposits during the Financial

Year ended 31st March, 2015 and your Board of Directors have also

passed the necessary Resolution for non-acceptance of any Public

deposits during the Financial Year 2015-16.



8. INTERNAL CONTROL SYSTEMS AND INTERNAL FINANCIAL CONTROL



The Company has an internal Control System, commensurate with the size,

scale and complexity of its operations. The scope and authority of the

Internal Audit function is defined in the policies, guidelines and

procedures laid down for this purpose. To maintain the objectivity and

independence, the Internal Audit function reports to the Chairman of

the Audit Committee of the Board. Based on the report of Internal

Auditor, corrective actions in respective areas are taken and thereby

strengthen the controls.



The Company has an Internal Financial Control that are adequate and

were operating effectively, internal financial control means the

policies and procedures adopted by the company for ensuring the orderly

and efficient conduct of its business, including adherence to 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.



9. SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANIES



The Company as on 31st March 2015 has no Subsidiary and Associate

Company.



10. CORPORATE GOVERNANCE



As per clause 49 of the Listing Agreement entered with the stock

exchange, a separate section on corporate governance practices followed

by the company together with a CFO certificate and a certificate from

the company''s auditors confirming compliance form an integral part of

this Report, attached at Annexure "A"



11. AUDITORS



STATUTORY AUDITOR



The Company''s Auditors, M/s P.Bholusaria&Co., Chartered Accountants,

having registration no. 000468N, who retires at the ensuing Annual

General Meeting of the Company are eligible for re- appointment. They

have confirmed their eligibility under section 141 of the Companies Act

2013 and the Rules framed thereunder for their reappointment as

Statutory Auditor of the Company, therefore it is proposed to appoint

M/s PBholusaria& Co., Chartered Accountant as Statutory Auditors of the

Company from the conclusion of the forthcoming AGM till the conclusion

of next AGM.



SECRETARIAL AUDITOR



Pursuant to the provisions of Section 204 of the Companies Act, 2013 and

the Companies (Appointment and Remuneration of Managerial Personnel)

Rules, 2014, the Company has appointed M/s Kavita Pamnani & Associates,

a firm of Company Secretaries in Practice to undertake the Secretarial

Audit of the Company for the financial year 2014-15. The Report of the

Secretarial Audit is annexed herewith in Annexure "B" in format MR-3.

There are no qualifications, reservation or adverse remarks made by

Secretarial Auditors in their Report.





12. VOTING THROUGH ELECTRONIC MEANS



In order to promote the green initiative and in compliance with the

provisions of Section 108 of the Companies Act, 2013 read with Rule 20

of the Companies (Management and Administration) Rules, 2014 and Clause

35B of the Listing Agreement the Company is pleased to provide members

facility to exercise their rights to vote at the 23rd Annual General

Meeting of the Company by electronic means and the business may be

transacted through e-voting services provided by National Securities

Depository Limited (NSDL).



13. CHANGES IN DIRECTORS AND KEY MANAGERIAL PERSONNEL



During the year under review, there was neither any appointment nor any

resignation of any director on or from the Board of the Company.



The Board of Directors during the year designated Mr. Satish Aggarwal

(Manager-Finance) as a Chief Financial Officer (CFO) and Ms. Sonia

Luthra as a Company secretary of the Company as Key-Managerial

Personnel pursuant to section 203 of Companies Act, 2013 with effect

from 16th July, 2014.



In terms of section 152 of the Companies Act, 2013, the Board of

directors of the Company recommends the reappointment of Mr. Jogesh

Chand Ahuja and Mrs. SantKumari Agrawal as Directors of the company,

who are liable to retire by rotation at the forthcoming Annual General

meeting and being eligible offer themselves for re- appointment.



14. DECLARATION BY AN INDEPENDENT DIRECTOR(S) AND RE- APPOINTMENT, IF

ANY



All Independent Directors have given declarations that they meet the

criteria of Independence as laid down under section 149(6) of the

Companies Act, 2013 and Clause 49 of the Listing Agreement.



15. COMPANY''S POLICY ON DIRECTOR''S APPOINTMENT AND REMUNERATION



The nomination and remuneration committee of the company formulated a

criteria for determining qualification, positive attributes and

independence of a director and recommended to the Board a policy

relating to the remuneration for the directors, key managerial

personnel and other employees.



The policy of the company on directors'' appointment and remuneration,

including criteria''s for determining qualifications, positive

attributes and independence of a director and other matters provided

under sub- section (3) of section 178 of the Companies Act, 2013,

adopted by the Board on the recommendation of nomination and

remuneration committee, is appended as Annexure "C"



The Directors hereby affirm that the remuneration provided to all the

directors, key managerial personnel and other employees of the company

are in accordance with the remuneration policy of the Company.



16. BOARD EVALUATION



Clause 49 of the Listing Agreement mandates that the Board shall

monitor and review the Board evaluation framework. The Companies Act,

2013 states that a formal annual evaluation needs to be made by the

Board of its own performance and that of its committees and individual

directors.



The Board adopted a formal mechanism for evaluating its performance and

as well as that of its committee and individual directors. The exercise

was carried out through a structured process covering various aspects of

the Boards functioning such as composition of the Board committees,

experience & competencies, performance of specific duties & obligations,

governance issues etc. separate exercise was carried out to evaluate the

performance of individual Director including the Board chairperson who

was evaluated on parameters such as attendance, contribution at the

meetings and otherwise, independent judgment, safeguarding of minority

shareholders interest etc.



Performance evaluation of the Board as a whole was done by all the

directors by considering the following:



* The Board diversity



* The qualification and experience of each director



* The decision taken by the Board



* Flow of information between the Board and management.



The evaluation was conducted according to Schedules IV of the Companies

Act, 2013 which states that the performance evaluation of individual

director was done by all the directors present except director being

evaluated.



None of the Independent Directors are due for re-appointment



17. NUMBER OF MEETINGS OF THE BOARD



During the year under review, four Board Meetings were held on 14th

May, 2014, 16th July, 2014, 29th October, 2014 and 29th January, 2015.

The gap between any two consecutive meetings did not exceed 120



Further, a separate meeting of the Independent Directors of the Company

in terms of provisions of Section 149 read with Schedule IV of the

Companies Act, 2013 pertaining to Code for Independent Directors, was

heldon 30th March, 2015 for the year 2014-15 to review the performance

of the Non-Independent Directors, Chairperson and Board and flow of

quality and quantity of information between the Management and Board

under the chairmanship of Mr. Varun Saihgal, Independent Director.



18. COMMITTEES OF THE BOARD



A) AUDIT COMMITTEE : The Composition of the Committee is as per the

following particulars:



S.No. Name of the Member Category



1. Mr. Vijay Bhushan Non-Executive Director



2. Mr. Kuldeep Gupta Non-Executive & Independent Director



3. Mr. Ravindra Singh Non-Executive & Independent Director



4. Mr. Varun Saihgal Non-Executive & Independent Director



B) STAKEHOLDER COMMITTEE : The Composition of the Committee is as per

the following particulars:



S. No. Name of the Member Category



1. Mrs. Nisha Ahuja Non-Executive Director



2. Mr. Jogesh C. Ahuja Non-Executive Director



3. Mr. Varun Saihgal Non-Executive & Independent Director



C) NOMINATION & REMUNERATION COMMITTEE : The Composition of the

Committee is as per the following particulars:



S.No. Name of the Member Category



1. Mrs. Nisha Ahuja Non-Executive Director



2. Mr. Ravindra Singh Non-Executive & Independent Director



3. Mr. Varun Saihgal Non-Executive & Independent Director



The Board vide its resolution dated 16th July, 2014 has formed a

committee to be called Nomination and Remuneration Committee. The

Committee had formulated the Nomination & Remuneration Policy, inter

alia, for appointment and remuneration of the directors, key managerial



personnel and other employees. The policy has been Reviewed and

approved by the Board.



19. DIRECTORS RESPONSIBILITY STATEMENTS



To the best of our Knowledge based on the representation received from

the Management, your Directors make the following statements in terms

of Section 134(3) (C) of the Companies Act, 2013:



a. That in the preparation of the annual financial statements for the

year ended 31st March 2015, all the applicable accounting standards

have been followed along with proper explanation relating to material

departures, if any;



b. That the directors had selected such accounting policies and

applied them consistently and made judgments and estimates that are

reasonable and prudent so as to give a true and fair view of the state

of affairs of the company at the end of the financial year and of the

profit and loss of the company for that period;



c. The directors had taken proper and sufficient care for the

maintenance of adequate accounting records in accordance with the

provisions of this Act for safeguarding the assets of the company and

for preventing and detecting fraud and other irregularities;



d. The directors had prepared the annual accounts on a going concern



e. The directors had laid down internal financial controls to be

followed by the company and that such internal financial controls are

adequate and were operating effectively; and



f. The directors had devised proper systems to ensure compliance with

the provisions of all applicable laws and that such systems were

adequate and operating effectively.



20. Extract of the Annual return



As required pursuant to section 92(3) of Companies Act, 2013 and rule

12(1) of Companies (Management and administration) Rules, 2014, an

extract of annual return in Form MGT-9 a part of this report is annexed

herewith as Annexure "D".



21. PARTICULARS OF LOANS, GUARANTEE OR INVESTMENTS UNDER SECTION 186

OF THE COMPANIES ACT 2013



The provision of Section-186 is not applicable on the Company as in

pursuant to Sub Section- (11) of Section-186, the Company is exempted.



22. PARTICULARS OF CONTRACTS OR ARRANGEMENT WITH RELATED PARTIES



The particulars of contracts or arrangements referred to in sub-section

(1) of section 188 of the Companies Act, 2013 and Rule 8 of Companies

(Accounts) Rules, 2014 are given in Form AOC-2 (Annexure "E")



23. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE

EARNINGS AND OUTGO



Provisions relating to disclosure of particulars with respect to

Conservation of Energy are not applicable on the Company and it has no

information to be published regarding Technology Absorption. The

Company has not carried on during the period under report any activity

relating to exports and has not used or earned any foreign exchange.

(Annexure "F")



24. VIGIL MECHANISM / WHISTLE BLOWER POLICY



Pursuant to provision of section 177 of the Companies Act, 2013 and

Clause 49 of the Listing Agreement, the Company has established a Vigil

Mechanism /Whistle Blower Policy for directors and employees to report

their genuine concerns. The mechanism provides for adequate safeguards

against victimization of persons who use such mechanism to report any

unethical behavior and non-compliance within the organization. The

mechanism also provides for the direct access to the Chairman of Audit

Committee in appropriate cases. The Protection of the Whistle Blower is

of utmost importance in Bharat Bhushan Finance & Commodity Brokers

Limited and the safety and secrecy is done in a systematic way.



25. MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL

POSITION OF THE COMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR

TO WHICH THIS FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT



No material changes and commitments affecting the financial position of

the Company occurred between the end of the financial year to which

this financial statements relate and the date of this report.



26. RISK MANAGEMENT POLICY



Your Company recognizes risk management as an integral component of

good corporate governance and fundamental in achieving its strategic

and operational objectives. It improves decision-making, defines

opportunities and mitigates material events that may impact shareholder

value.



The Board has laid down a risk management policy which contemplates to

cover all locations/verticals and applies to all employees, whether

full time, part time or casual at any level of seniority with in the

business. The Company is exposed to a variety of operational, business

and market risks including but not limited to technological changes,

financial risk, risk of noncompliance of various statutory

requirements, upward and downward trends in the sensex, foreign

exchange fluctuation, interest rates risk and inventory carrying risk.

The Company continuously monitors these risks. The objective of

Company''s risk management system is to prepare and maintain a proper

strategy to ensure that risk exposure arising out of business does not

result in any financial crisis.



27. CORPORATE SOCIAL RESPONSIBILITY INITIATIVES



The provisions of section 135 of the Act, with regard to Corporate

Social Responsibility (CSR) are at present not applicable on the

Company.



28. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS



There are no orders passed by the Regulators/ Courts which would impact

the going concern status of the Company and its future operations.



29. DETAILS PURSUANT TO SECTION 197(12) OF THE COMPANIES ACT, 2013



Details pursuant to Section 197(12) of the Companies Act, 2013 read

with the Companies(Appointment and Remuneration of Managerial

Personnel) Rules, 2014 form part of this Report and as follows:-



A. Ratio of remuneration of each director to

the median employee''s remuneration. — Nil.



B. Comparison between remuneration to

managerial personnel and remuneration

to employees. 3,59,400 12,08,497.



C. Details of employees drawing salary of

Rs. 5,00,000/- or more per month. — Nil.



D Details of remuneration to person holding

2% or more of equity shares. — Nil.



E. Details of employees (who are not directors

or relatives) posted outside India. — Nil.



30. ACKNOWLEDGMENT



Your Directors would like to express their sincere appreciation for the

co-operation patronage, assistance and guidance by their business

associates, bankers and clients and other business constituents for

their continued support throughout the year. Your Directors also

sincerely acknowledge the significant contributions made by the

employees through their dedicated services to the Company.



The Board would like to take this opportunity to express its gratitude

to you all, partners in our enterprise, for your confidence,

encouragement and unstinting support.



For & on Behalf of the Board of Directors

Bhart Bhushan Finance & Commodity Broker Limited



VIJAY BHUSHAN NISHA AHUJA

Place : New Delhi DIRECTOR DIRECTOR

Date :30th July, 2015 (DIN NO. 00002421) (DIN No. 00001875)











Date Sources:Live BSE and NSE Quotes Service: TickerPlant | Corporate Data, F&O Data & Historical price volume data: Dion Global Solutions Ltd.
BSE Quotes and Sensex are real-time and licensed from the Bombay Stock Exchange. NSE Quotes and Nifty are also real time and licenced from National Stock Exchange. All times stamps are reflecting IST (Indian Standard Time).
By using this site, you agree to the Terms of Service and Privacy Policy.

Other useful Links


Copyright © 2020 Bennett, Coleman & Co. Ltd. All rights reserved. For reprint rights: Times Syndication Service