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B Nanji Enterprises Ltd.

BSE: 526594 Sector: Infrastructure
NSE: N.A. ISIN Code: INE735G01010
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OPEN 11.37
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VOLUME 4
52-Week high 14.45
52-Week low 6.56
P/E 1.69
Mkt Cap.(Rs cr) 6.26
Buy Price 11.37
Buy Qty 496.00
Sell Price 0.00
Sell Qty 0.00
OPEN 11.37
CLOSE 11.37
VOLUME 4
52-Week high 14.45
52-Week low 6.56
P/E 1.69
Mkt Cap.(Rs cr) 6.26
Buy Price 11.37
Buy Qty 496.00
Sell Price 0.00
Sell Qty 0.00

B Nanji Enterprises Ltd. (BNANJIENTERPS) - Director Report

Company director report

To

The Members

Your Directors have pleasure in presenting the 33rd Annual Report togetherwith the Audited Statement of Accounts of B Nanji Enterprises Limited for the year endedon 31st March 2015.

FINANCIAL RESULTS

(Rs in Lacs)
Particulars 2014-15 2013-14
Revenue from operations 24436.16 1908.05
Other Income 84.31 76.72
Total Expenditure 2340.68 1783.87
Profit/(Loss) before Tax 179.78 204.07
Tax Expenses 60.26 110.48
Profit/(Loss) for the year 119.52 93.59

DIVIDEND

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

OPERATIONS

During the year under review the Company has reported total income of Rs 2516.46 lacsagainst the total income of Rs 1979.21 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 119.52 Lacs during the year underreview as against Net Profit of Rs 93.59 lacs during the previous year.

FINANCE

(i) Share Capital

The paid up Equity Share Capital of the Company as on 31st March 2015 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 not accepted/renewed any public 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.

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.

INTERNAL FINANCIAL CONTROLS

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

VIGIL MECHANISM/WHISTLE BLOWER POLICY

Pursuant to Section 177(9) of the Companies Act 2013 and clause 49 of the ListingAgreement the Company has formulated a Whistle Blower Policy to establish a vigilmechanism for directors and employees of the Company. The purpose and objective of thisPolicy is to provide a framework to promote responsible and secure whistle blowing. Itprotects the employees wishing to raise a concern about serious irregularities within theCompany. The details of the Whistle Blower Policy posted on the website of the Companywww.bnanji.com.

RELATED PARTY TRANSACTIONS

No Related Party Transactions were entered into during the financial year 2014-15. AllRelated Party Transactions entered into in the past were on an arm's length basis and werein the ordinary course of business. There are no materially significant Related PartyTransactions made by the Company with promoters directors Key Managerial Personnel orother designated persons which may have potential conflict with the interests of theCompany at large.

On the recommendation of the Audit Committee the Board of Directors has adopted apolicy on Related Party Transactions which is also uploaded on the website of the Company(www.bnanji.com) under the head ‘InvestorRelations’. The Policy envisages the procedure governing related party transactionsrequired to be followed to ensure compliance with the applicable laws and regulations aswell as to ensure that the Related Party Transactions are managed and disclosed inaccordance with the strict legal and accounting requirements.

A statement of all related party transactions is presented before the Audit Committeeon a quarterly basis specifying the nature value and terms & conditions of thetransactions.

The summary of related party transactions is given below;

Form for disclosure of particulars of contracts/arrangements entered into by theCompany with related parties referred to in sub-section (1) of Section 188 of theCompanies Act 2013 including certain arm's length transactions under third provisothereto

1. Details of contracts or arrangements or transactions not at arm’s length basis;N.A. as there were no transactions during the year which were not at arm’s length.

2. Details of material contracts or arrangements or transactions at arm’s lengthbasis;

N.A. as there were no transactions entered with related party during the financial year2014-15.

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.

CORPORATE SOCIAL RESPONSIBILITY

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

DIRECTORS

(i) Appointment

The Board of Directors has appointed Mr. Kamlesh Dhanopia as Additional Director of theCompany in the category of Independent Directors with effect from 14thFebruary 2015 and Mrs. Subhadraben Padsala as Additional Director of the Company in thecategory of Non- Executive Director with effect from 25th March 2015 to holdoffice as Directors upto the ensuing Annual General Meeting of the Company. The Companyhas received notices together with requisite deposit as per Section 160 of the Companiesact 2013 from the members of the Company proposing the candidature of Mr. KamleshDhanopia as an Independent Director for a term of 5 consecutive years upto 13th February2020 and Mrs. Subhadraben Padsala for the office of Non - Executive director liable toretire by rotation.

(ii) Retirement by rotation

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

(iii) 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.

(iv) 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.

(vi) Board Meetings

During the year Seven (7) 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.

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 2015 the applicable accounting standards have been followed along withproper explanation 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 consistently and judgments andestimates have been made that are reasonable and prudent so as to give a true and fairview of the state of affairs of the company as at 31st March 2015 and of theprofit 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 andotherirregularities;

(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.

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 forreappointment. They have furnished a certificate regarding their eligibility forreappointment 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 2015-16 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 - A".

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 amount borrowed from Dewan Housing Finance Corporation Limited(DHFL) was used for repayment of amount borrowed from Directors which was utilized for theproject at Umbergaon site. As such the borrowing cost of Rs. 427.48 lacs has been includedin the valuation of work-in-progress of Umbergaon site in compliance with AS-2 AS-7 andAS-16. The Company will not capitalise such amount of interest from July 2015.

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 inrespect of Sales of Flats/Apartments of Akansha Flats Scheme at Umbergaon Dist. ThaneMaharashtra the Directors state that the Company has obtained legal opinion in thisregard and accordingly the management is of the opinion that the Company has not violatedany of the conditions of agreements entered into with the purchasers or of the provisionsof Maharashtra Ownership of Flats Acts 1963. The Company has right to form society uponcompletion of the project and therefore the contributions from the members shall becollected and transferred to the society upon its formation together will all rights.

As regards para No. 3 under the heading of Basis for Qualified Opinion of StatutoryAuditor’s Report in respect of advance payment of Rs. 300 lacs against an Agreementof Rs. 486 Lacs with related party the Directors state that as per the Agreement dated13/05/2013 the Company is required to make a payment of Rs. 200/- per Sq. Ft. for 486776Sq. Ft. aggregating to Rs. 486 Lacs to the related party towards consideration ofdevelopment rights availed by the Company from the related party however the Company hadnot made any payment towards the said agreement no accounting entry made in the year2013-14. The Board in the opinion that at the time of execution of this agreement theCompany was not required to obtained prior approval of members by way of SpecialResolution as the transaction of immovable property was out of purview of Section 297 ofthe Companies Act 1956.

As regards para No. 4 under the heading of Basis for Qualified Opinion of StatutoryAuditor’s Report and point no. 4 of observation made by Secretarial Auditor inrespect of amount of Rs. 220.55 lacs received against advance for land in earlier yearsand not considered as deposits the Directors state that the Company is in advance stageof negotiation in finalising the land deed. Due to recessionary trend in real estatemarket it is taking some time. If land deal is not materialised / settle in the currentyear the advance taken will be written back.

As regards para No. 5 under the heading of Basis for Qualified Opinion of StatutoryAuditor’s Report and point no. 5 of observation made by Secretarial Auditor inrespect of non-provision of bad debts and doubtful debts interest free loan of Rs. 69.07Lacs has given to 20 parties in earlier years the Directors state that the Company is inprocess of recovering the loan of Rs. 69.7 Lacs given in earlier years. The Company willmake provision for bad debts or write off the amount out of the loan which will not berecovered during the current year.

As regards point No. 7 mentioned in Notes on Accounts no.25 of Statutory Auditor’sReport and point no. 6 of observation made by Secretarial Auditor in respect ofprovision of gratuity without Actuarial Valuation the Directors state that Company hasobtained the Report from actuarial Valuation after 15/05/2015 but before the date ofsigning the Director’s Report.

As regards para No. 6 under the heading of Basis for Qualified Opinion of StatutoryAuditor’s Report and point no. 7 of observation made by Secretarial Auditor inrespect of non - provision of Leave Encashment the Directors state that the Company hasnot made the provisions of Leave Encashment as all the employees of the Company has waivedtheir claim for the same.

As regards point No. 6 under the heading of Annexure to the Statutory Auditor’sReport and point no. 8 of observation made by Secretarial Auditor in respect ofdepositing Provident Fund dues with appropriate authorities the Directors state that theCompany has paid the Provident Fund dues dated on 05/06/2015 with appropriate authorities.

As regards point No. 8 under the heading of Annexure to the Statutory Auditor’sReport in respect of providing guarantee to a The Vijay Co- Operative Bank Ltd. TataCapital Financial Services Ltd. for advances taken by a firm M/s. B Nanji in which Companyis a partner the Directors state that the Company has provide a guarantee to the saidfirms in the capacity of the partner itself only.

As regards point no. 1 of observation made by Secretarial Auditor in respect ofnonappointment of internal Auditor the Directors state that there are necessary controlprocedures prevailing within the Company which is self-sufficient for exercising propercontrols.

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.

EXTRACT OF ANNUAL RETURN

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

CORPORATE GOVERNANCE:

Pursuant to Clause 49 of the Listing Agreement with the Stock Exchange a separatesection titled "Corporate Governance Report" is attached as "Annexure-E" in this Annual Report.

CEO CERTIFICATION

The Executive Director who looks after finance function has submitted a certificate tothe Board regarding the financial statements and other matters are required under clause49 (V) of the Listing Agreement.

COMPANY'S POLICY RELATING TO DIRECTORS APPOINTMENT- PAYMENT OF REMUNERATION ANDDISCHARGE 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 - C".

REPORT ON THE SEXUAL HARRASSMENT OF WOMEN AT WORKPLACE (PREVENTION. PROHIBITION ANDREPRESSED ACT 2013.

In terms of section 22 of the SEXUAL HARRASSMENT OF WOMEN AT WORKPLACE (PREVENTIONPROHIBITION AND REDRESSEL) ACT 2013 we report that during 201415 no case has been filedunder the said act.

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.

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 2014-15.

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 - D".

INSURANCE:

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

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 FOR B. NANJI ENTERPRISES LIMITED
Ahmedabad-380015
Gujarat
SANDIP B. PADSALA
EXECUTIVE DIRECTOR
DATE: 14/08/2015 (DIN: 01870595)

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