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BAMPSL Securities Ltd.

BSE: 531591 Sector: Financials
NSE: N.A. ISIN Code: INE802A01029
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OPEN 0.33
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VOLUME 100
52-Week high 0.45
52-Week low 0.23
P/E 33.00
Mkt Cap.(Rs cr) 9.77
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.33
Sell Qty 43260.00
OPEN 0.33
CLOSE 0.34
VOLUME 100
52-Week high 0.45
52-Week low 0.23
P/E 33.00
Mkt Cap.(Rs cr) 9.77
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.33
Sell Qty 43260.00

BAMPSL Securities Ltd. (BAMPSLSEC) - Director Report

Company director report

To

The Members

Your Directors have pleasure in presenting their 20th Annual Report on thebusiness and operations of the Company and the accounts for the Financial Year ended March31 2015.

1. Financial summary or highlights/Performance of the Company (Standalone) TheBoard’s Report shall be prepared based on the stand alone financial statements of thecompany.

Particulars 2014-2015 2013-14
(In rupees) (In rupees)
Gross Income 83600349.57 45577979.25
Profit Before Interest and Depreciation -2408942.99 14258980.65
Finance Charges NIL NIL
Gross Profit 2408942.99 14258980.65
Provision for Depreciation 216439.20 213903.56
Net Profit Before Tax -2625382.19 14045077.09
Provision for Tax 4322332.90 -516605.32
Net Profit After Tax 1696950.71 13528471.77
Balance of Profit brought forward NIL NIL
Balance available for appropriation NIL NIL
Proposed Dividend on Equity Shares NIL NIL
Tax on proposed Dividend NIL NIL
Transfer to General Reserve 1357560.57 10822777.42
Surplus carried to Balance Sheet 1696950.71 13528471.77

2. Brief description of the Company’s working during the year/State ofCompany’s affair

The Company continues to be engaged in the business of dealing and investing in sharesand other securities along with financial services like spot financing short termfinancial accommodation long term financial accommodation and in other similar financialsector. For F.Y. 2014 -2015 Company’s Revenue increased from Rs. 45577979.25 in theprevious year to Rs. 83600349.57 in the Current Year. Despite the current market scenariothe company has maintained adequate margin of profit.

3. Change in the nature of business if any

During the year under review the Company has not changed the nature of business.

4. Dividend

On account of the urgent liquidity needs against the business expansion plans in handno dividend is recommended for the current year.

5. Reserves

The amount of Rs. 1357560.57 is transferred to General Reserve and Rs. 339390.14 istransferred to Statutory Reserve under Section 451C of RBI Act 1934.

6. Change of Name

During the year under review the Company has not changed the nature of business.

7. Share Capital

As on 31st March 2015 the issued subscribed and paid up share capital of yourCompany stood at Rs. 295957915 comprising 295957915 Equity shares of Rs.1 each.

Issue of Equity Shares with Differential Rights

During the year under review the Company has not issued shares with differentialvoting rights.

Issue of Sweat Equity Share

During the year under review the Company has not granted sweat equity shares.

8. Directors and Key Managerial Personnel

Mr. Suresh Kumar Singhal is liable to retire by rotation at the forthcoming AnnualGeneral Meeting and being eligible offer himself for reappointment.

The Board of Directors at its Meeting held on June 22nd 2015 appointed Mrs. SheelaGupta as an Additional Director of the Company with immediate effect. As AdditionalDirector Mrs. Sheela Gupta holds office up to the date of forthcoming Annual GeneralMeeting and is eligible for appointment as a Director. Ms. Neha Kumari has resigned as aDirector of the Company with effect from July 2nd 2015.

During the year Shri Vinubhai Prabhudas Patel has been appointed as an IndependentNon-Executive Director w.e.f 1st October 2014 for a term of 5 years.

Further in terms of section 149 read with sections 150 and 152 of the Companies Act2013 an independent director is now not required to retire by rotation and may beappointed on the Board of the Company for maximum two terms of up to five years each.Accordingly it is proposed to appoint the existing Independent Non-Executive directorsnamely Mr. Sandeep Kumar Khandelwal and Mr. Vinubhai Prabhudas Patel for an initial termof five years effective from 31st March 2015 and 1 st October 2014respectively. All these Independent directors have confirmed their independence in termsof the requirements of Companies Act 2013. The Company has received declarations from allIndependent Directors that they meet the criteria of independence as laid down underSection 149(6) of the Act and Clause 49 of the Listing Agreement.

Sh. Suresh Kumar Singhal was appointed as Executive Director of the Company in theBoard Meeting of the Company held on 4th March 2005. The Board of Directors has nowconsented to the change in the designation of Sh. Suresh Kumar Singhal from ExecutiveDirector to Non -Executive Director at its meeting held on April 1st 2015. Suchre-designation is also subject to the approval of the Shareholders of the Company at theensuing Annual General Meeting of the Company.

Necessary resolutions for the re-appointment of the aforesaid Directors have beenincluded in the Notice convening the ensuing AGM and details of the proposal forre-appointment are mentioned in the Explanatory Statement to the Notice.

Also Ms. Swati Bakshi and Mr. Subhash Bandil have been appointed as Company Secretaryand Chief Financial Officer with effect from 7th July 2014 and 10th March 2015respectively.

9. Particulars of Employees

The Company during the period under review did not have any person on its rolls with anannual remuneration of Rs 6000000 or above or employed part of the year with aremuneration of Rs. 5000 00 or above per month or employed throughout the year or partthereof with a remuneration in that year which in the aggregate or as the case may beat a rate which in the aggregate is in excess of that drawn by the managing director orwhole-time director or manager and holds by himself or along with his spouse and dependentchildren not less than two percent of the equity shares of the company.

10. Meetings

A calendar of Meetings is prepared and circulated in advance to the Directors. Duringthe year twelve Board Meetings four Audit Committee Meetings two Nomination &Remuneration Committee Meetings and one Stakeholder’s Relationship Committee wereconvened and held. The details of which are given in the Corporate Governance Report. Theintervening gap between the Meetings was within the period prescribed under the CompaniesAct 2013.

11. Board Evaluation

Pursuant to the provisions of the Companies Act 2013 and Clause 49 of the ListingAgreement the Board has carried out an annual performance evaluation of its ownperformance the directors individually as well as the evaluation of the working of itsAudit Nomination & Remuneration and Stakeholder’s Relationship Committees. Themanner in which the evaluation has been carried out has been explained in the CorporateGovernance Report.

12. Declaration by an Independent Director(s) and re-appointment if any

A declaration by an Independent Director(s) that he/they meet the criteria ofindependence as provided in sub-section (6) of Section 149 of the Companies Act 2013shall be enclosed as Annexure II.

Shri Sandeep Kumar Khandelwal and Shri Vinubhai Prabhudas Patel are independentDirectors on the Board of your Company. In the opinion of the Board and as confirmed bythese Directors they fulfill the conditions specified in section 149 of the Act and theRules made thereunder about their status as Independent Directors of the Company.

13. Remuneration Policy

The Board has on the recommendation of the Nomination & Remuneration Committeeframed a policy for selection and appointment of Directors Senior Management and theirremuneration. The Remuneration Policy is stated in the Corporate Governance Report.

Managerial Remuneration:

A) Details of the ratio of the remuneration of each director to the medianemployee’s remuneration and other details as required pursuant to Rule 5(1) of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014.

(1) During the year under review:

(i) The ratio of the remuneration of each director to the median remuneration of theemployees of the company for the financial year was 1:4 and 1:1 respectively;

(ii) There has been no increase in remuneration of directors Chief Financial OfficerManaging Director and Company Secretary in the financial year;

(iii) There has been no increase in the median remuneration of employees in thefinancial year;

(iv) There were 9 (Nine) permanent employees on the rolls of the company;

(v) There has been no increase in remuneration hence explanation on the relationshipbetween average increase in remuneration and company performance is not applicable;

(vi) The performance of the company was satisfactory in comparison to the remunerationpaid to the Key Managerial Personnel;

(vii) The market capitalization of the company decreased by Rs. 13515146.17. Theprice earnings ratio as at the closing date of the current financial year is 55 andprevious financial year was 15.

(viii) There has been no increase in the salaries of employees other than themanagerial personnel in the last financial year; hence its comparison with the percentileincrease in the managerial remuneration and justification thereof is not valid;

(ix) The performance of the company was satisfactory in comparison to the remunerationpaid to the Key Managerial Personnel

(x) There has been no variable component of remuneration availed by the directors;

(xi) The ratio of the remuneration of the highest paid director to that of theemployees who are not directors but receive remuneration in excess of the highest paiddire ctor during the year was 80:639;

(xii) The Board affirms that the remuneration is as per the remuneration policy of thecompany.

Explanation.- For the purposes of this rule.-

(i) the expression "median" means the numerical value separating the higherhalf of a population from the lower half and the median of a finite list of numbers may befound by arranging all the observations from lowest value to highest value and picking themiddle one;

(ii) if there is an even number of observations the median shall be the average of thetwo middle values.

14. Details of Subsidiary/Joint Ventures/Associate Companies

During the year under review the Company has no Subsidiary/Joint Ventures/AssociateCompanies in pursuance to sub-section (3) of section 129 of the Act.

15. Auditors

The Statutory Auditor of the Company M/s G. C. Agarwal & Associates CharteredAccountants will retire at the ensuing Annual General Meeting of the Company and beingeligible offer themselves for reappointment for a period of three years from theconclusion of this Annual General Meeting (AGM) till the conclusion of the twenty-thirdAGM of the Company to be held in the year 2018.

16. Auditors’ Report

The report of the Statutory Auditors along with notes to Schedules is enclosed to thisreport. Auditor’s observations are suitably explained in notes to the Accounts andare self-explanatory.

17. Disclosure about Cost Audit

Since the Company does not fulfill the provisions of Section 148(3) of Companies Act2013 and rule 6(2) & 6(3A) of the Companies (Cost Records and Audit) Rules 2014therefore Cost Audit is not applicable.

18. Secretarial Audit Report

In terms of Section 204 of the Act and Rules made there under M/s M. K. Mandal &Associates Practicing

Company Secretary have been appointed as Secretarial Auditors of the Company. Thereport of the Secretarial Auditors is enclosed as Annexure III to this report. Thereport is self-explanatory and do not call for any further comments.

19. Internal Audit & Controls

The Company engages M/s Manoj Ved & Company Chartered Accountants as its InternalAuditor. During the year the Company continued to implement their suggestions andrecommendations to improve the control environment. Their scope of work includes review ofprocesses for safeguarding the assets of the Company review of operational efficiencyeffectiveness of systems and processes and assessing the internal control strengths inall areas. Internal Auditors findings are discussed with the process owners and suitablecorrective actions taken as per the directions of Audit Committee on an ongoing basis toimprove efficiency in operations.

20. Issue of employee stock options

During the year under review the Company has not issued employee stock options pursuantto Section 62(1)(b) and Rule 12(9) of Companies (Share Capital and Debentures) Rules2014.

Particulars
Approval NIL
Options granted NIL
Options vested NIL
Options exercised NIL
Total number of shares arising out of exercise of options NIL
Options forfeited/lapsed/cancelled NIL
Variations of terms of options NIL
Money realized by exercise of options NIL
Total number of options in force NIL

Notes: -

1. Details of options granted during the fiscal year to:

Particulars
(a) Directors and key managerial personnel
1. NIL
2. NIL
(b) Any other employee who received a grant in any one year of options amounting to 5% or more of the options granted during the year (includes employees and group company employees) NIL
(c) Identified employees who are granted options during any one year equal to exceeding 1% of the issued capital (excluding outstanding warrants and conversions) of the Company at the time of grant NIL

21. Vigil Mechanism

In pursuance to the provisions of Section 177(9) & (10) of the Companies Act 2013a Vigil Mechanism for directors and employees to report genuine concerns has beenestablished. The Vigil Mechanism Policy has been uploaded on the website of the Company atwww.bampslsecurities.co.in under Vigil Mechanism/Whistle Blower Policy link.

22. Risk management policy

During the year under review the Company has not constituted any Risk ManagementPolicy.

23. Extract Of Annual Return

As required pursuant to Section 92(3) of the Companies Act 2013 and Rule 12(1) of theCompanies (Management and Administration) Rules 2014 an extract of annual return in MGT9 as a part of this Annual Report is enclosed as ANNEXURE I.

24. Material changes and commitments if any affecting the financial position of thecompany which have occurred between the end of the financial year of the company to whichthe financial statements relate and the date of the report

Only litigation of the Company against order ITO passed in Assessment Year 2012 -13 ispending before Commissioner of Income Tax (Appeal) for deletions of some additions made bythe ITO due to which Income Tax Department raised a demand of Rs. 64784220. Thedirectors of the Company are sure to win the appeal filed and the demand will be deleted.

25. Details of significant and material orders passed by the regulators or courts ortribunals impacting the going concern status and company’s operations in future

There is no pending suit/litigation/case with any Court or Regulators.

26. Details in respect of adequacy of internal financial controls with reference to theFinancial Statements

The internal financial controls with reference to the Financial Statements arecommensurate with the size and nature of business of the Company. Adequate records anddocuments are maintained as required by laws. The Company's Audit Committee reviewed theinternal control system. All efforts are being made to make the internal control systemsmore effective.

27. Deposits

During the period under review your Company has not accepted any deposit from publicin accordance with Section 73 of the Companies Act 2013 and rules made there under andhence no amount of principal or interest was outstanding as on 31/03/2015. No Buy Back ofShares was proposed or pending during the Financial Year ended on 31/03/2015.

28. Particulars of loans guarantees or investments under section 186

The company has not taken/made any Loans Guarantees and Investments under theprovisions of Section 186 of the Companies Act 2013 during the Financial Year ended 31stMarch 2015.

Details of Loans:

SL No Date of making loan Details of Borrower Amount Purpose for which the loan is to be utilized by the recipient Time period for which it is given Date of BR Date of SR (if reqd) Rate of Interest Security
1 NIL NIL NIL NIL NIL NIL NIL NIL NIL
2 NIL NIL NIL NIL NIL NIL NIL NIL NIL

Details of Investments:-

SL No Date of investment Details of Investee Amount Purpose for which the proceeds from investment is proposed to be utilized by the recipient Date of BR Date of SR (if reqd) Expected rate of return
1 NIL NIL NIL NIL NIL NIL NIL
2 NIL NIL NIL NIL NIL NIL NIL

Details of Guarantee / Security Provided:

SL No Date of providing security/guarantee Details of recipient Amount Purpose for which the security/guarantee is proposed to be utilized by the recipient Date of BR Date of SR (if any) Commission
1 NIL NIL NIL NIL NIL NIL NIL
2 NIL NIL NIL NIL NIL NIL NIL

29. Particulars of contracts or arrangements with related parties

The company has not entered into contract or arrangements with related parties referredto in subsection (1) of section 188 of the Companies Act 2013 including certainarm’s length transactions during the Financial Year ended 31st March 2015.

30. Corporate Governance Certificate

The Compliance Certificate from the auditors or practicing company secretariesregarding compliance of conditions of corporate governance as stipulated in Clause 49 ofthe Listing agreement shall be annexed with the report.

31. Management Discussion And Analysis

The Management Discussion and Analysis forms part of this Annual Report for the yearended 31st March 2015.

32. Statutory Disclosures

In terms of the provisions of Section 217 (2A) of the Companies Act 1956 read withthe Companies (Particulars of Employees) Rules 2011 as amended the names and otherparticulars of the employees are set out in the annexure to the Directors’ Report.However as per the provisions of Section 219(b)(i v) of the said Act read with Clause 32of the Listing Agreement the Annual Report excluding the aforesaid information is beingsent to all the members of the Company and others entitled thereto. Any member interestedin obtaining such particulars may write to the Company at the registered office of theCompany.

33. Obligation Of Company Under The Sexual Harassment Of Women At Workplace(Prevention Prohibition And Redressal) Act 2013

Company has not adopted a policy for prevention of Sexual Harassment of Women atworkplace as the Company does not exceed the prescribed limits applicable on the SexualHarassment of Women at Workplace (Prevention Prohibition and Redressal) Act 2013.

34. Conservation of energy technology absorption and foreign exchange earnings andoutgo

The current nature of the business of the Company of dealing in shares and securitiesdoes not entail it to reporting matters on energy conservation technology absorption andthe other matters. However there was no foreign exchange inflow or outgo during theperiod under report.

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

a) Conservation of energy

(i) the steps taken or impact on conservation of energy NIL
(ii) the steps taken by the company for utilizing alternate sources of energy NIL
(iii) the capital investment on energy conservation equipment’s NIL

(b) Technology absorption

(i) the efforts made towards technology absorption NIL
(ii) the benefits derived like product improvement cost reduction product development or import substitution NIL
(iii) in case of imported technology (imported during the last three years reckoned from the beginning of the financial year)- NIL
(a) the details of technology imported NIL
(b) the year of import; NIL
(c) whether the technology been fully absorbed NIL
(d) if not fully absorbed areas where absorption has not taken place and the reasons thereof NIL
(iv) the expenditure incurred on Research and Development NIL

(c) Foreign exchange earnings and Outgo

During the year under review there was no foreign exchange earnings and outgo duringthe period under report.

35. Corporate Social Responsibility (CSR)

Since the Company does not fulfill the provisions of Section 135 of Companies Act2013 therefore Corporate Social Responsibility is not applicable.

36. Human Resources

Your Company treats its "human resources" as one of its most importantassets.

Your Company continuously invests in attraction retention and development of talent onan ongoing basis. A number of programs that provide focused people attention are currentlyunderway. Your Company thrust is on the promotion of talent internally through jobrotation and job enlargement.

37. Directors’ Responsibility Statement

Pursuant to the requirement clause (c) of sub-section (3) of Section 134 of theCompanies Act 2013 the Directors state that:

1. In the preparation of the annual accounts the applicable accounting standards havebeen followed along with the proper explanation relating to material departures if any;

2. Accounting policies have been selected and applied consistently and judgments andestimates made are reasonable and prudent so as to give a true and fair view of the stateof affairs of the Company at the close of the financial year and of the profit or loss ofthe Company for that period;

3. Proper and sufficient care has been taken for the maintenance of adequate accountingrecords in accordance with the provisions of the Companies Act 2013 for safeguarding theassets of the Company and for preventing and detecting fraud and other irregularities;

4. The annual accounts have been prepared on a going concern basis;

5. Internal financial controls have been laid down to be followed by the company andthat such internal financial controls are adequate and were operating effectively.

6. Proper systems have been devised to ensure compliance with the provisions of allapplicable laws and that such systems were adequate and operating effectively.

38. Transfer of Amounts to Investor Education and Protection Fund

Pursuant to the provisions of the Investor Education Protection Fund (Uploading ofinformation regarding unpaid and unclaimed amounts lying with companies) Rules 2012 theCompany has already filed the necessary form and uploaded the details of unpaid andunclaimed amounts lying with the Company as on the date of last AGM (i.e. 29th September2014) with the Ministry of Corporate Affairs.

39. Listing With Stock Exchanges

The Company confirms that it has paid the Annual Listing Fees for the year 2015-2016 toBSE where the Company’s Shares are listed.

40. Acknowledgements

Your Directors place on record their sincere appreciation for significant contributionmade by the employees through their dedication hard work and commitment. Despite severecompetition the enthusiasm and unstinting efforts of the employees have enabled theCompany to remain at the forefront of the industry.

Your Directors take this opportunity to express their deep sense of gratitude to thebanks financial institutions central and state governments and their departments and thelocal authorities for their continued guidance and support.

Your Directors would also like to pl ace on record their sincere appreciation for thetotal commitment dedication and hard work put in by every member of the family of BampslSecurities Limited.

Your Directors are also grateful to the shareholders for their confidence and faithreposed in the Company.

BY ORDER OF THE BOARD

For Bampsl Securities Limited

Sd/-

(Bhisham Kumar Gupta)

Managing Director

DIN : 00110915

Address : C-7/100 Yamuna Vihar

Delhi 110053

Place: New Delhi

Date: 25.08.2015

Annexure-III

Form No. MR-3

SECRETARIAL AUDIT REPORT

FOR THE FINANCIAL YEAR ENDED 31st March 2015

[Pursuant to section 204(1) of the Companies Act 2013 and rule No.9 of the Companies(Appointment and Remuneration Personnel) Rules 2014]

SECRETARIAL AUDIT REPORT OF M/S BAMPSL SECURITIES LIMITED

FOR THE FINANCIAL YEAR ENDED 31st March 2015

To

The Members

BAMPSL SECURITIES LIMITED

100-A Cycle Market

Jhandewalan Ext

New Delhi - 110055

Our report of even date is to be read along with this letter.

1. Maintenance of secretarial record is the responsibility of the management of thecompany. Our responsibility is to express an opinion on these secretarial records based onour audit.

2. We have followed the audit practices and processes as were appropriate to obtainreasonable assurance about the correctness of the contents of the Secretarial records. Theverification was done on test basis to ensure that correct facts are reflected insecretarial records. We believe that the processes and practices we followed to provide areasonable basis for our opinion.

3. We have not verified the correctness and appropriateness of financial records andBooks of Accounts of the company.

4. Where ever required we have obtained the Management representation about thecompliance of laws rules and regulations and happening of events etc.

5. The compliance of the provisions of Corporate and other applicable laws rulesregulations standards is the responsibility of management. Our examination was limited tothe verification of procedures on test basis.

6. The Secretarial Audit report is neither an assurance as to the future viability ofthe company nor of the efficacy or effectiveness with which the management has conductedthe affairs of the company.

Sd/-
(Manoj Kumar Mandal)
Practicing Company Secretary
Place: New Delhi M. NO.: 5538
Date: 25.08. 2015 C.P. No.: 4968

To

The Members

M/s. Bampsl Securities Limited

100-A Cycle Market Jhandewalan Ext

New Delhi – 110055

I/We have conducted the secretarial audit of the compliance of applicable statutoryprovisions and the adherence to good corporate practices by M/s. Bampsl SecuritiesLimited CIN:L74899DL1995PLC065028 (hereinafter called the company). Secretarial Auditwas conducted in a manner that provided me/us a reasonable basis for evaluating thecorporate conducts/statutory compliances and expressing my opinion thereon.

Based on my/our verification of the M/s. Bampsl Securities Limited’s bookspapers minute books forms and returns filed and other records maintained by the companyand also the information provided by the Company its officers agents and authorizedrepresentatives during the conduct of secretarial audit I/We hereby report that in my/ouropinion the company has during the audit period covering the financial year ended on 31stMarch 2015 complied with the statutory provisions listed hereunder and also that theCompany has proper Board - processes and compliance - mechanism in place to the extent inthe manner and subject to the reporting made hereinafter:

Corporate Information

I/We have examined the books papers minute books forms and returns filed and otherrecords maintained by M/s. Bampsl Securities Limited ("the Company") for thefinancial year ended on 31st March 2015 according to the provisions of:

(i) The Companies Act 2013 and the Companies Act 1956 (to the extent applicable) (theAct) and the rules made there under;

(ii) The Securities Contracts (Regulation) Act 1956 (‘SCRA’) and the rulesmade thereunder;

(iii) The Depositories Act 1996 and the Regulations and Bye-laws framed thereunder;

(iv) Foreign Exchange Management Act 1999 and the rules and regulations madethereunder to the extent of Foreign Direct Investment Overseas Direct Investment and External Commercial Borrowings;

(v) The following Regulations and Guidelines prescribed under the Securities andExchange Board of India Act 1992 (‘SEBI Act’):-

(a) The Securities and Exchange Board of India (Substantial Acquisition of Shares andTakeovers) Regulations 2011. The Company has received disclosure under Regulation 30(1)and 30(2).

(b) The Securities and Exchange Board of India (Prohibition of Insider Trading)Regulations 1992. The Company has complied with Regulation 7(1)(a) in Form A. However theCompany has adopted the prescribed code of conduct under the Regulations and Trading Planhas been complied.

(c) The Securities and Exchange Board of India (Issue of Capital and DisclosureRequirements) Regulations 2009. The Company has not issued any securities during theFinancial Year ended on 31st March 2015.

(d) The Securities and Exchange Board of India (Employee Stock Option Scheme andEmployee Stock Purchase Scheme) Guidelines 1999. The Company has not issued anysecurities under Stock Option to its employees during the Financial Year ended on 31stMarch 2015.

(e) The Securities and Exchange Board of India (Issue and Listing of Debt Securities)Regulations 2008. Not applicable to the Company during the audit period.

(f) The Securities and Exchange Board of India (Registrars to an Issue and ShareTransfer Agents) Regulations 1993 regarding the Companies Act and dealing with client.The Company has appointed Alankit Assignments Limited for share registry work.

(g) The Securities and Exchange Board of India (Delisting of Equity Shares)Regulations 2009. Not applicable to the Company during the audit period

(h) The Securities and Exchange Board of India (Buyback of Securities) Regulations1998. Not applicable to the Company during the audit period

(vi) The other laws as may be applicable specifically to the Company are:

a) The Reserve Bank of India Act 1934. The Company has maintained Statutory Reserveunder Section 451C of the Act.

b) The Income Tax Act 1961 c) The Securities and Exchange Board of India (Depositoriesand Participant) Regulations 1996. The Company has complied with the Regulation 55Aregarding Reconciliation of Share capital Audit.

I/We have also examined compliance with the applicable clauses of the following:

(i) Secretarial Standards on Meetings of the Board of Directors (SS-1) and GeneralMeetings (SS-2) issued by The Institute of Company Secretaries of India (ICSI).

(ii) The Listing Agreements entered into by the Company with the Stock Exchange(s)namely Bombay Stock Exchange (BSE) and The National Stock Exchange (NSE).

During the period under review the Company has complied with the provisions of the ActRules Regulations Guidelines Standards etc. mentioned above subject to the followingobservations:

1. The Directors have disclosed their interest in other firms/Companies to the Board ofDirectors pursuant to the provisions of the Act and the rules made there under theCompany has filed the resolution in form MGT-14 with the Registrar of Companies asrequired under the provisions of the Section 184 Section 179 along with Rule 8(5) underthe Meeting of the Board and its Powers of the Companies Act 2013.

2. The Company had filed the resolution in Form MGT-14 with the Registrar of Company inrespect of the Adoption of accounts and Boards Report as required under the provisions ofthe Section 179(3)(g) of the Companies Act 2013.

3. The Company had filed the resolution in Form MGT – 14 MR -1 and DIR – 12for appointment of Company Secretary and Chief Financial Officer under the provisions ofthe Companies Act 2013.

4. The Company had filed the resolution in Form MGT – 14 for the unauditedfinancial statement for the quarter ended June’2014 September’2014 andDecember’2014.

5. The Company had filed the resolution in Form 1INV for transfer of unpaid/ unclaimeddividends to Investor Education and Protection Fund (IEPF).

6. The Annual General Meeting for the financial year ended on 31st March 2014 was heldon 29th September 2014 after giving notice to the members of the Company and theresolutions passed thereat were recorded in the Minutes Book maintained for the purposethe Company has filed MGT-15 in Form GNL-2 with the Registrar of Company.

7. The Company had filed the resolution in Form GNL -2 and MGT – 10 for change inPromoter’s stakeholding.

8. The Company had filed the resolution in Form DIR -12 for appointment of VinubhaiPrabhudas Patel as Independent Director.

9. The Company has filed the report as required under the rule 30(1) and 30(2) of theSecurities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers)Regulations 2011.

10. The Company has received a Demand Order from the Income Tax Department.

I/We further report that

1. The Board of Directors of the Company is duly constituted with proper balance ofExecutive Directors Non-Executive Directors and Independent Directors. The changes in thecomposition of the Board of Directors that took place during the period under review werecarried out in compliance with the provisions of the Act.

2. Adequate notice is given to all directors to schedule the Board Meetings agendaand detailed notes on agenda were sent at least seven days in advance and a system existsfor seeking and obtaining further information and clarifications on the agenda itemsbefore the meeting and for meaningful participation at the meeting.

3. Majority decision is carried through while the dissenting members’ viewsare captured and recorded as part of the minutes.

I/We further report that there are adequate systems and processes in thecompany commensurate with the size and operations of the company to monitor and ensurecompliance with applicable laws rules regulations and guidelines.

I / We further report that during the audit period there were no instances of:

1. Public/Right/Preferential issue of shares / debentures/sweat equity etc.

2. Redemption / buy-back of securities

3. Major decisions taken by the members in pursuance to section 180 of the CompaniesAct 2013

4. Merger / amalgamation / reconstruction etc.

5. Foreign technical collaborations

Sd/-
Manoj Kumar Mandal
Place: New Delhi FCS No. : 5538
Date: 25.08. 2015 C P No.: 4968

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