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B Nanji Enterprises Ltd.

BSE: 526594 Sector: Infrastructure
NSE: N.A. ISIN Code: INE735G01010
BSE LIVE 11:48 | 27 Jul 11.59 -0.60
(-4.92%)
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11.59

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NSE 05:30 | 01 Jan Stock Is Not Traded.
OPEN 11.59
PREVIOUS CLOSE 12.19
VOLUME 100
52-Week high 16.53
52-Week low 6.56
P/E 44.58
Mkt Cap.(Rs cr) 6
Buy Price 0.00
Buy Qty 0.00
Sell Price 11.59
Sell Qty 100.00
OPEN 11.59
CLOSE 12.19
VOLUME 100
52-Week high 16.53
52-Week low 6.56
P/E 44.58
Mkt Cap.(Rs cr) 6
Buy Price 0.00
Buy Qty 0.00
Sell Price 11.59
Sell Qty 100.00

B Nanji Enterprises Ltd. (BNANJIENTERPS) - Director Report

Company director report

To

The Members

Your Directors have pleasure in presenting the 34th Annual Report together with theAudited Statement of Accounts of B Nanji Enterprises Limited for the year ended on 31stMarch 2016.

1. FINANCIAL RESULTS

(Rs in Lacs)
Particulars 2015-16 2014-15
Revenue from operations 3015.63 2436.16
Other Income 215.27 84.31
Total Expenditure 3190.51 2340.68
Profit/(Loss) before Tax 65.31 179.78
Tax Expenses 21.00 60.26
Profit/(Loss) for the year 44.31 119.52

2. DIVIDEND

To conserve the financial resources of the Company your Directors do not recommenddividend for the year under review.

3. OPERATIONS

During the year under review the Company has reported total income of Rs 3230.90 lacsagainst the total income of Rs 2520.46 lacs during the previous year. Hence the Companyhas achieved higher total income in the financial year under review compared to previousfinancial year. The Company has earned Net Profit of Rs 44.31 Lacs during the year underreview as against Net Profit of Rs 119.52 lacs during the previous year.

4. FINANCE

(i) Share Capital

The paid up Equity Share Capital of the Company as on 31st March 2016 is Rs 551.452Lacs During the year under review the Company has neither issued equity shares withdifferential voting rights nor granted stock options or sweat equity.

(ii) FIXED DEPOSITS

The Company has neither accepted nor renewed any deposits during the year under review.

(iii) Particulars of loans guarantees or investments

Particulars of loans guarantees and investments covered under the provisions ofSection 186 of the Companies Act 2013 are given in the Notes to the Financial Statements.

5. MATERIAL CHANGES AND COMMITMENT

No material changes and commitments affecting the financial position of the Companyoccurred between the end of the financial year to which these financial statements relateand on the date of signing of this report.

6. INTERNAL FINANCIAL CONTROLS

The company has adequate internal financial control system with reference to theFinancial Statements.

7. DETAILS OF SUBSIDIARIES JOINT VENTURES AND ASSOCIATE COMPANIES

No company has become or ceased to become the Subsidiary Joint venture or AssociateCompany during the year under review. The Company does not have any Subsidiary Jointventure or Associate Company.

8. CORPORATE GOVERNANCE :

The Listing Regulations which was notified by the Securities and Exchange Board ofIndia on 2nd September 2015 has replaced the erstwhile Clause 49 of the ListingAgreement with effect from 1st December 2015.

Your Company has complied with all the mandatory requirements of Corporate Governancenorms as mandated by Regulation 15(2) of the Securities and Exchange Board of India(Listing Obligations and Disclosure Requirements) Regulations 2015. A separate report onCorporate Governance together with the Certificate of Mr. Sachin Sinha a practicingCompany Secretary Ahmedabad (Mem. No. 24045) forms part of this Annual Report as "Annexure–A".

9. CORPORATE SOCIAL RESPONSIBILITY

The requirements of corporate social responsibility in terms of Section 135 of theCompanies Act 2013 does not apply to your company.

10. COMPANY’S POLICY RELATING TO DIRECTORS APPOINTMENT PAYMENT OF REMUNERATIONAND

DISCHARGE OF THEIR DUTIES

The Company’s Policy relating to appointment of Directors payment of Managerialremuneration Directors’ qualifications positive attributes independence ofDirectors and other related matters as provided under Section 178(3) of the Companies Act2013 the company has constituted the Nomination and Remuneration Committee and theirpolicy and same approved by the Board. The Policy is attached at "Annexure –B".

11. EXTRACT OF ANNUAL RETURN

The details forming part of the extract of the Annual Return in form MGT-9 is annexedherewith as

"Annexure - C". 12. LISTING AGREEMENT

The SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 wasnotified on September 2 2015 with the aim to consolidate and streamline the provisionsof the Listing Agreement for different segments of capital markets to ensure betterenforceability. The said regulations were effective from December 1 2015. Accordinglyall listed entities were required to enter into the Listing Agreement within six monthsfrom the effective date. The Company has entered into Listing Agreement with BSE Ltd.

13. AUDITORS

(i) Statutory Auditor

M/s. Atul Dalal & Co Chartered Accountants Ahmedabad the Statutory Auditors ofthe Company retire at the ensuing Annual General Meeting and are eligible forre-appointment. They have furnished a certificate regarding their eligibility forre-appointment as Statutory Auditors of the Company pursuant to Section 139(2) of theCompanies Act 2013 read with Companies (Audit & Auditors) Rules 2014. The Board ofDirectors recommends their re- appointment for the year 2016-17 at the ensuing AnnualGeneral Meeting.

(ii) 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 hasappointed Mr. Sachin Sinha a practicing Company Secretary Ahmedabad (Mem. No. 24045) toundertake the Secretarial Audit of the Company. The Report of the Secretarial Audit isannexed herewith as "Annexure - D".

EXPLANATION OR COMMENTS ON QUALIFICATIONS RESERVATIONS OR ADVERSE REMARKS ORDISCLAIMERS MADE BY THE STATUTORY AUDITOR AND THE SECRETARIAL AUDITOR IN THEIR REPORTS

As regards para No. 1 under the heading of Basis for Qualified Opinion of StatutoryAuditor’s Report and Point No. 2 of observation made by Secretarial Auditor theDirectors state that the Company got contract and the said contract has been completed inthe end of financial year 2015-2016. Moreover the Company has generated Sales Invoice toprincipal contractor. Principal contractor has also complied all the terms of the contractand relevant documents. We will get all ancillary document related to contract work withinshort span of time from principal contractor as we are sub-contractor we are dependent onthe principal contractor.

As regards para No. 2 under the heading of Basis for Qualified Opinion of StatutoryAuditor’s Report and Point No. 3 of observation made by Secretarial Auditor theDirectors state that to comply the Accounting Standard

AS-2 AS-7 and AS-16 issued the by the Institute of Chartered Accountants of India theCompany has changed the method of accounting regarding discontinued to add the borrowingcost being interest paid to DHFL in valuation of Work in Progress of Vevji UmbergaonSite.

As regards para No. 3 under the heading of Basis for Qualified Opinion of StatutoryAuditor’s Report and Point No. 4 of observation made by Secretarial Auditor theDirectors state that the land having a survey no. 602 and 385 is accounted in the name ofDirector’s of the Company. Hence the Company has waived their rights of land andcharged the amount to director’s account as per the Stamp Duty valuation.

As regards para No. 1 of observation made by Secretarial Auditor in respect of nonappointment of internal auditor the Directors state that there are necessary controlprocedures prevailing within the Company which is self sufficient for exercising propercontrols.

14. VIGIL MECHANISM/WHISTLE BLOWER POLICY

The Company has formulated a Whistle Blower policy to establish a vigil mechanism forDirectors and Employees of the Company to report concern about unethical behavior actualor suspected fraud or violation of the company’s Code of Conduct. The details of theWhistle Blower Policy posted on the website of the Company www.bnanji.com.

15. SHARES

a) BUY BACK OF SECURITIES

The Company has not bought back any of its securities during the year under review.

b) SWEAT EQUITY

The Company has not issued any Sweat Equity Shares during the year under review.

c) BONUS SHARES

No Bonus Shares were issued during the year under review.

d) EMPLOYEES STOCK OPTION PLAN

The Company has not provided any Stock Option Scheme to the employees.

16. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE OUTGO

The Company is not engaged in activities specified in Section 134 (3) (m) of theCompanies Act 2013 read with Rule 8 of the Companies (Accounts) Rules 2014 and as suchthe company is not required to give information relating to conservation of energy. TheCompany is not using any particular technology and as such information relating totechnology absorption is not required to be given. There is no foreign exchange earningsand outgo during the year under review.

17. DIRECTORS

(i) Retirement by Rotation

In accordance with the provisions of the Companies Act 2013 and Articles ofAssociation of the Company Mr. Sandip B. Padsala retires by rotation and is eligible forreappointment.

(ii) Declarations by Independent Directors

All Independent Directors have given declarations that they meet the criteria ofindependence as laid down under Section 149(6) of the Companies Act 2013 and Clause 49 ofthe Listing Agreement.

(iii) Board Evaluation

In compliance with the provisions of the Companies Act 2013 and Clause 49 of theListing Agreement the Board has carried out an annual performance evaluation of its ownperformance the directors individually as well as the evaluation of the working of itsNomination & Remuneration Committee. The manner in which the evaluation has beencarried out has been explained in the Corporate Governance Report.

(iv) Board Meetings

During the year Five (5) Board Meetings and four (4) Audit Committee Meetings wereconvened and held. The details are given in the Corporate Governance Report. Theintervening gap between the Meetings was within the period prescribed under the CompaniesAct 2013.

18. DIRECTORS’ RESPONSIBILITY STATEMENT

To the best of their knowledge and belief and according to the information andexplanations obtained by them your Directors make the following statements in terms ofthe Section 134(3) (c) of the Companies Act 2013:

(i) That in the preparation of the annual financial statements for the year ended 31stMarch 2016 the applicable accounting standards have been followed along with properexplanation relating to material departures if any;

(ii) That such accounting policies as mentioned in the Financial Statements as‘Significant Accounting Policies’ have been selected and applied consistentlyand judgments and estimates have been made that are reasonable and prudent so as to give atrue and fair view of the state of affairs of the company as at 31st March 2016 and ofthe profit of the Company for the year ended on that date;

(iii) That proper and sufficient care has been taken for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013 forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities;

(iv) That the annual financial statements have been prepared on a going concern basis;

(v) That proper internal financial controls were in place and that the financialcontrols were adequate and were operating effectively;

(vi) That proper systems to ensure compliance with the provisions of all applicablelaws were in place and were adequate and operating effectively.

19. PARTICULARS OF EMPLOYEE :

The provisions of Rule 5(2) & (3) of the Companies (Appointment & Remunerationof Managerial Personnel) Rules 2014 requiring particulars of the employees in receipt ofremuneration in excess of Rs 60 lacs per year to be disclosed in the Report of Board ofDirectors are not applicable to the Company as none of the employees was in receipt ofremuneration in excess of Rs 60 lacs during the financial year 2015-16.

The information required under Section 197(12) of the Companies Act 2013 read withRule 5 of the Companies (Appointment & Remuneration of Managerial Personnel) Rules2014 is given in the Statement annexed herewith as "Annexure - E".

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

There are no significant and material orders passed by the Regulators/ Courts whichwould impact the going concern status of the Company and its future operations.

21. DETAILS OF SUBSIDIARIES JOINT VENTURES AND ASSOCIATE COMPANIES

No company has become or ceased to become the Subsidiary Joint venture or AssociateCompany during the year under review. The Company does not have any Subsidiary Jointventure or Associate Company.

22. RELATED PARTY TRANSACTIONS

All contracts / arrangements / transactions entered by the Company during the financialyear with related parties under Section 188 of Companies Act 2013 were in the ordinarycourse of business and on an arm’s length basis. During the year the Company had notentered into any contract / arrangement / transaction with related parties which could beconsidered material in accordance with the policy of the Company on materiality of relatedparty transactions.

The Policy on materiality of related party transactions and dealing with related partytransactions as approved by the Board may be accessed on the Company’s website at thelink: http://bnanji.com/pdf/related-party-disclosure.pdf The particulars in prescribedform AOC-2 is attached as Annexure – ‘F’.

23. MANAGEMENT DISCUSSION AND ANALYSIS

The Management Discussion and Analysis Report for the year under review is presented ina separate section forming part of this Report.

24. REPORT ON THE SEXUAL HARRASSMENT OF WOMEN AT WORKPLACE (PREVENTIONPROHIBITION

AND REDRESSEL) ACT 2013.

In terms of section 22 of the SEXUAL HARRASSMENT OF WOMEN AT WORKPLACE (PREVENTIONPROHIBITION AND REDRESSEL) ACT 2013 we report that during 2015-16 no case has been filedunder the said act.

25. INSURANCE :

All fixed assets and movable assets of the Company are adequately insured.

26. ACKNOWLEDGMENT :

Your Directors wish to place on record their deep sense of appreciation for thecommitment displayed by all the employees of the Company resulting in successfulperformance during the year under review. Your Directors also take this opportunity toplace on record the co- operation assistance and continued support extended by the BanksGovernment Authorities Vendors and Shareholders during the year under review.

Regd. Office:
B. Nanji Enterprises Limited
CIN : L45201GJ1982PLC005148
‘Moorti Bunglow’ 5 Ashok Nagar BY ORDER OF BOARD OF DIRECTORS
B/h Sundervan Satellite
Ahmedabad-380015 FOR B. NANJI ENTERPRISES LIMITED
Gujarat Sd/- Sd/-
BHIKHUBHAI N. PADSALA SANDIP B. PADSALA
PLCAE : AHMEDABAD MANAGING DIRECTOR WHOLE TIME DIRECTOR
DATE : 12/08/2016 (DIN: 01833879) (DIN: 01870595)