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BAMPSL Securities Ltd.

BSE: 531591 Sector: Financials
NSE: N.A. ISIN Code: INE802A01029
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OPEN 0.32
PREVIOUS CLOSE 0.33
VOLUME 25000
52-Week high 0.45
52-Week low 0.23
P/E
Mkt Cap.(Rs cr) 9
Buy Price 0.32
Buy Qty 11000.00
Sell Price 0.33
Sell Qty 300000.00
OPEN 0.32
CLOSE 0.33
VOLUME 25000
52-Week high 0.45
52-Week low 0.23
P/E
Mkt Cap.(Rs cr) 9
Buy Price 0.32
Buy Qty 11000.00
Sell Price 0.33
Sell Qty 300000.00

BAMPSL Securities Ltd. (BAMPSLSEC) - Director Report

Company director report

To

The Members

Your Directors take pleasure in presenting the 21st Annual Report on thebusiness and operations of the Company and the accounts for the Financial Year ended March31 2016.

1. Financial Summary or Highlights/Performance of the Company (Standalone)

The Board's Report shall be prepared based on the stand alone financial statements ofthe company.

Particulars 2015-2016 2014-2015
(In rupees) (In rupees)
Gross Income 463928866.62 83600349.57
Profit Before Interest and Depreciation 6429057.91 -2408942.99
Finance Charges NIL NIL
Gross Profit 6429057.91 2408942.99
Provision for Depreciation 467348.38 216439.20
Net Profit Before Tax 5961709.53 -2625382.19
Provision for Tax Nil 4322332.90
Net Profit After Tax 4013938.73 1696950.71
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 3211150.98 135760.57
Surplus carried to Balance Sheet 4013938.73 1696950.71

2. Brief description of the Company's working during the vear/State of Company'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. 2015-2016 Company's Revenue increased from Rs. 83600349.57 in thePrevious Year to Rs. 463928866.62 in the Current Year. Despite the current marketscenario the company has maintained adequate margin of profit.

3. Change in the nature of business if anv

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. 3211150.98 is transferred to General Reserve and Rs. 802787.75 istransferred to Statutory Reserve under section 451 C 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 2016 the issued subscribed and paid up share capital ofour Company 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

Mrs. Sheela Gupta Directors retire by rotation at the forthcoming Annual GeneralMeeting and being eligible offer herselves for reappointment.

[IMPORTANT: Ensure to provide the details of directors or key managerial personnelwho were appointed or have resigned during the year.

9. Particulars of Employees

The Company during the period under review did not have any person on its rolls with anannual remuneration of Rs.10200000 or above or employed part of the year with aremuneration of Rs. 850000 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 manger 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 eight Board Meetings and four Audit Committee Meetings two Nomination &Remuneration Committee Meetings and One Stakeholder's Relationship Committee were convenedand held.

The details of which are given in the Corporate Governance Report. The intervening gapbetween the Meetings was within the period prescribed under the Companies Act 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. The mannerin which the evaluation has been carried out has been explained in the CorporateGovernance Report.

12. Declaration bv 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 median employee'sremuneration and other details as required pursuant to Rule 5(1) of the Companies(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 2 (Two) 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) There has been no increase in the salaries of employees other than the managerialpersonnel in the last financial year; hence its comparison with the percentile increase inthe managerial remuneration and justification thereof is not valid;

(viii) The performance of the company was satisfactory in comparison to theremuneration paid to the Key managerial Personnel;

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

(x) The ratio of the remuneration of the highest paid director to that of the employeeswho are not directors but receive remuneration in excess of the highest paid directorduring the year was 80:639;

(xi) 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 higher half of a population from the lower halfand the median of a finite list of numbers may be found by arranging all the observationsfrom lowest value to highest value And picking the middle one;

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

14. Details of Subsidiarv/Ioint 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 two years from the conclusionof this Annual General Meeting [AGM) till the conclusion of the twenty-third AGM of theCompany 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 and areself-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 Secretarial Auditors of theCompany. The report of the Secretarial Auditors is enclosed as Annexure III to thisreport. The report is selfexplanatory 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

The Board of directors shall inter alia disclose in the Directors' Report for theyear the details as provided in rule 12 (9) of Companies (Share Capital and Debentures)Rules 2014.

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
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 pursuant 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 MGT 9as a part of this Annual Report is enclosed as ANNEXURE I.

24. Material changes and commitments if anv. 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 In significant and material orders passed by the regulations 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 Statement 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 31/03/2016. No buy Back ofshares was proposed or pending during the financial year ended on 31/03/2016.

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 2016.

Details of Loans:-

SI 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 1 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 fif 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/guarant ee Details of recipient Amount Purpose for which the security/guarante e 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 sub-section (1) of section 188 of the Companies Act 2013 including certain arm'slength transactions during the Financial Year ended 31st March 2016.

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 2016.

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) (iv) 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 Redressall Act. 2013

Company has adopted a policy for prevention of Sexual Harassment of Women at workplaceas the Company does not exceed the prescribed limits applicable on the Sexual Harassmentof 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 are as follows:

(a) Conservation of energy

The steps taken or impact on conservation of energy NIL
The steps taken by the company for utilizing alternate sources of energy NIL
The capital investment on energy conservation equipments NIL

(b) Technology absorption

The efforts made towards technology adsorption NIL
The benefits derived like product improvement cost reduction product development or import substitution NIL
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
The expenditure incurred on Research and Development NIL

(c) Foreign exchange earnings and Outgo

During the year there was no foreign exchange earnings and outgo during the periodunder 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:

(a) In the preparation of the annual accounts the applicable accounting standards hadbeen followed along with proper explanation relating to material departures if any;

(b) Accounting policies have been selected and applied them consistently and judgmentsand estimates made are reasonable and prudent so as to give a true and fair view of thestate of affairs of the company at the end of the close of the financial year and of theprofit and loss of the company for that period;

(c) Proper and sufficient care has been taken for the maintenance of adequateaccounting records in accordance with the provisions of this Act 2013 for safeguardingthe assets of the company and for preventing and detecting fraud and other irregularities;

(d) The annual accounts have been prepared on a going concern basis;

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

(f) 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. 30thSeptember 2016) with the Ministry of Corporate Affairs.

39. Listing With Stock Exchanges

The Company confirms that it has paid the Annual Listing Fees to BSE where theCompany'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 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 place 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: 25/08/2016.