BSE:511501 | 58888:bbss | IND:Financial Services - Misc | ISIN code:INE900A01013 | SECT:Financial Services
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
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/-
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.
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"
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.
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.
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)
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