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Bajrang Finance Ltd.

BSE: 511139 Sector: Financials
NSE: N.A. ISIN Code: INE507J01017
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Bajrang Finance Ltd. (BAJRANGFINANCE) - Director Report

Company director report

To

The Members

BAJRANG FINANCE LIMITED

The Directors are pleased to present herewith the audited accounts of the Company forits financial year ended 31st March 2017.

The financial results are:

(Rs. In Lakhs)

Financial Results 2016-17 2015-16
Gross Income 73.09 250.53
Net Profit /(Loss) (16.50) 200.84
Balance brought forward 366.92 216.08
350.42 416.92
Transfer to General Reserve -- 50.00
Net surplus in the Statement of Profit & Loss 350.42 366.92
350.42 416.92

OPERATIONS :

The Company achieved a turnover of Rs.73.09 lakhs during the year as against Rs.250.53lakhs in previous year. The working of the Company has resulted into net loss of Rs. 16.50lakhs as compared to profit of Rs.200.84 lakhs during previous year.

During the year the Company has not transferred any amount to the General Reserves.The Authorised Share capital during the year has increased from Rs.150.00 lakhs toRs.200.00 lakhs and Issued Subscribed and the Fully Paid-Up capital has increased fromRs.140.00 lakhs to Rs.180.00 Lakhs.

There are no Companies which have become or ceased to be its Subsidiaries or JointVentures.

AOC-1-Part B is enclosed as part of Balance sheet to highlight the Performance ofAssociate Companies.

DIRECTORS:

All Independent Directors have given declarations that they meet the criteria ofindependence as laid down under Section 149(6) of the Act.

BRIEF DETAILS OF DIRECTORS SEEKING APPOINTMENT / RE-APPOINTMENT:

Shri Nirmal Murarka (DIN:00192744) retires by rotation and is to be re-appointed.

Shri Nirmal Murarka (48) a graduate having vast experience in the field of finance andadministration. He has work experience of more than 20 years in this field. Hisinvolvement with the Company is beneficial to the Company and stakeholders. He was firstappointed on the Board of Directors w.e.f.15/02/2010. He attended 9 (Nine) Board Meetingsduring the Year 2016-17.

BOARD MEETINGS:

During the year 9 (Nine) Board meetings were held with gap between Meetings notexceeding the period prescribed under the Act. .

POLICY ON APPOINTMENT AND REMUNERATION OF DIRECTORS:

The Board has on the recommendation of the Nomination & Remuneration Committeeformulated criteria for determining qualifications positive attributes and independenceof a Director and also a policy for remuneration of Directors Key Managerial Personneland senior management.

The Executive Directors and other whole-time directors are paid remuneration by way ofsalary perquisites incentives and allowances as recommended by the Committee and theBoard of Directors and approved by the Members of the Company from time to time.Non-Executive Independent Directors are paid sitting fees for attending meetings of theBoard of Directors.

The Board of Directors are collectively responsible for selection of a member on theBoard. The Nomination and Remuneration Committee of the Company follows defined criteriafor identifying screening recruiting and recommending candidates for election as aDirector on the Board. The criteria for appointment to the Board include:

• composition of the Board which is commensurate with the size of the Companyits portfolio geographical spread and its status as a listed Company;

• desired age and diversity on the Board;

• size of the Board with optimal balance of skills and experience and balance ofExecutive and Non-Executive Directors consistent with the requirements of law;

• professional qualifications expertise and experience in specific area ofbusiness; balance of skills and expertise in view of the objectives and activities of theCompany;

• avoidance of any present or potential conflict of interest;

• availability of time and other commitments for proper performance of duties;

• personal characteristics being in line with the Company's values such asintegrity honesty transparency pioneering mindset.

AUDITORS:

The current statutory auditors M/s Sundarlal Desai & Kandodia CharteredAccountants (Firm Registration No.110560W) were last re-appointed by the members in theannual general meeting held on 30th September 2014 to hold the office ofauditors from the conclusion of the 42nd annual general meeting till theconclusion of this 45th annual general meeting.

As per the provisions of section 139 of the Companies Act 2013 no listed companyshall appoint an audit firm as auditors for more than two terms of five consecutive years.The Act also provided for an additional transition period of three years.

The term of the current auditors expires at the conclusion of the ensuing annualgeneral meeting.

The Board of Directors at its meeting held on 14th August 2017 based onthe recommendation of the Audit Committee has recommended the appointment of Mr. YatinKumar Shah (Membership No.159796) as the statutory auditor of the Company for approval bythe members.

Mr. Yatin Kumar Shah (Membership No.159796) Chartered Accountant has consented to thesaid appointment and confirmed that his appointment if made would be within the limitsspecified under section 141(3) (g) of the Act and that he is not disqualified to beappointed as statutory auditor in terms of section 143 of the Act.

Mr. Yatin Kumar Shah (Membership No.159796) Chartered Accountant will be appointed asthe statutory auditor of the Company from the conclusion of the ensuing annual generalmeeting till the conclusion of the 50th Annual General Meeting subject toratification of their appointment by the members at every intervening annual generalmeeting on a remuneration as may be decided by the Board of Directors from year to year.

The members are therefore requested to appoint Mr. Yatin Kumar Shah (MembershipNo.159796) Chartered Accountant as statutory auditor of the Company for a term of fiveyears from the conclusion of the ensuing annual general meeting till the conclusion of the50th annual general meeting to be scheduled in 2022 subject to ratificationat each annual general meeting.

The statutory audit report for the financial year ended 31st March 2017does not contain any qualification reservation or adverse remark or disclaimer made bystatutory auditors.

SECRETARIAL AUDITOR:

Shir Vishal Mehra Practicing Company Secretary was appointed in place of Shri V.S.Iyer due to his sudden demise to conduct the secretarial audit of the Company for thefinancial year 2016-17 as required under Section 204 of the Companies Act 2013 and Rulesthereunder. The secretarial audit report for FY 2016-17 forms part of the Annual Report as"Annexure - A" to the Board's report. There is no qualificationreservation or adverse remark in the report.

LOANS GUARANTEES OR INVESTMENTS:

Details of Loans Guarantees and Investments if any covered under the provisions ofSection 186 of the Act are given in the notes to the Financial Statements.

RELATED PARTY TRANSACTIONS:

Pursuant to provisions of The Companies Act 2013 all related party transactions thatwere entered into during the financial year were on an arm's length basis and were in theordinary course of business. There were no material related party transactions entered bythe Company during the year and thus disclosure in Form AOC-2 is not required.

None of the Non-Executive Directors has any pecuniary relationship or transactions withthe Company other than sitting fees.

Your Directors draw attention of the members to Note 1.7 to the notes to accounts whichsets out related party disclosures.

CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION:

The details of conservation of energy technology absorption foreign exchange earningsand outgo are as follows:

A) Conservation of energy:

All efforts are being made to conserve energy.
i. the steps taken or impact on conservation of energy;
ii. the steps taken by the company for utilising alternate sources of energy;
iii. the capital investment on energy conservation equipments;
(B) Technology absorption: The Company is not a manufacturing company; : hence the particulars relating to conservation of energy and technology absorption are not applicable.
i. the efforts made towards technology absorption;
ii. the benefits derived like product improvement cost reduction product development or import substitution;
iii. in case of imported technology (imported during the last three years reckoned from the beginning of the financial year)
(a) the details of technology imported;
(b) the year of import;
(c) whether the technology been fully absorbed;
(d) if not fully absorbed areas where absorption has not taken place and the reasons thereof; and
iv. the expenditure incurred on Research and Development : J

FOREIGN EXCHANGE EARNINGS AND OUTGO:

During the year under review there were no foreign exchange earnings and outgo.

AUDIT COMMITTEE:

The Audit Committee comprises of Shri Ramkrishna Shriya Shri Mahabir Prasad Sharma andSmt. Anita Bhartiya.

RISK MANAGEMENT:

The Company has laid down a risk management policy identifying the core areas of riskincluding Business Risk and Interest Rates risk. The senior management team reviews andmanages the risks in a systematic manner including regular monitoring of exposuresproper advice from market experts.

PERFORMANCE EVALUATION OF INDEPENDENT DIRECTORS BOARD COMMITTEES AND DIRECTORS:

The performance of the Board was evaluated by the Board after seeking inputs from allthe directors on the basis of the criteria such as the Board composition and structureeffectiveness of board processes information and functioning etc. The performance of thecommittees was evaluated by the Board after seeking inputs from the committee members onthe basis of the criteria such as the composition of committees effectiveness ofcommittee meetings etc.

The Board and the Nomination and Remuneration Committee reviewed the performance of theindividual directors on the basis of the criteria such as the contribution of theindividual director to the Board and committee meetings like meaningful and constructivecontribution and inputs in meetings etc. In addition the Chairman was also evaluated onthe key aspects of his role.

In a separate meeting of independent Directors performance of non-independentdirectors performance of the board as a whole and performance of the Chairman wasevaluated taking into account the views of non-executive directors.

DEPOSITS:

The Company has not accepted any deposits from the public falling within the purview ofSection 73 of the Act read with the Companies (Acceptance of Deposits) Rules 2014.

INTERNAL CONTROL SYSTEM:

The Company has in place adequate internal financial controls with reference tofinancial statements. The internal financial controls are adequate and are operatingeffectively.

SIGNIFICANT AND MATERIAL ORDERS:

There are no significant and material orders passed by the regulators or courts ortribunals impacting the going concern status and Company's operations in future.

VIGIL MECHANISM:

The Company has set up vigil mechanism viz. Whistle Blower Policy to enable theemployees and Directors to report genuine concerns and irregularities if any in theCompany noticed by them. The same is posted on the website of the Company.

EXTRACT OF THE ANNUAL RETURN;

The extract of the Annual Return in form MGT-9 is annexed herewith as "Annexure- B".

MANAGERIAL REMUNERATION AND PARTICULARS OF EMPLOYEES;

The information required pursuant to Section 197 read with Rule 5(1) of The Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 in respect of employeesof the Company will be provided upon request. In terms of Section 136 of the Act theReport and Accounts are being sent to the Members and others entitled thereto excludingthe information on employees' particulars which is available for inspection by the Membersat the Registered Office of the Company during business hours on working days of theCompany up to the date of the ensuing Annual General Meeting.

No employee of the Company was in receipt of remuneration equal to or exceeding theprescribed limits pursuant to Section 197(12) of the Companies Act 2013 read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014.

CORPORATE GOVERNANCE REPORT:

Kindly note that the pursuant to Regulation 15 of SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 the compliance with the corporate governanceprovisions as specified in regulations 17 18 19 20 21 22 23 24 25 26 27 andclauses (b) to (i) of subregulation (2) of regulation 46 and para C D and E of Schedule Vof SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 are notapplicable to the Company as paid up equity share capital the Company do not exceed RupeesTen Crores and net worth do not exceed Rupees Twenty Five Crores as on the Financial yearended 31st March 2017.

DIRECTORS' RESPONSIBILITY STATEMENT:

To the best of their knowledge and belief and according to the information andexplanations obtained by them your Directors confirm that:

a. in the preparation of the annual accounts for the year ended 31st March2017 the applicable Accounting Standards have been followed along with proper explanationrelating to material departures if any;

b. the Directors have selected accounting policies and applied them consistently andmade judgments and estimates that are reasonable and prudent so as to give a true and fairview of the state of affairs of the Company at the end of the financial year ended 31stMarch 2017 and of the loss of the Company for that period;

c. the Directors have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Act for safeguarding theassets of the Company and for preventing and detecting fraud and other irregularities;

d. the Directors have prepared the annual accounts/ financial statements on a goingconcern basis;

e. that proper internal financial controls were in place and that the financialcontrols are adequate and were operating effectively ; and

f. that the Directors have devised proper systems to ensure compliance with theprovisions of all applicable laws and that such systems were adequate and operatingeffectively.

APPRECIATION:

Your Directors appreciate the faith you have reposed in the Company and are confidentthat the Company can depend upon your continued support in its endeavour to grow.

ON BEHALF OF THE BOARD
Registered Office:
Plot No.11 Cama Industrial Estate Sd/-
Goregaon (East) Mumbai-400 063 MAHABIR PRASAD SHARMA CHAIRMAN
Dated: 14th August 2017 (DIN:00175393)