Bangalore Fort Farms Ltd.
|BSE: 539120||Sector: Others|
|NSE: N.A.||ISIN Code: INE578R01011|
|BSE LIVE 12:22 | 24 Apr||8.90||
|NSE 05:30 | 01 Jan||Stock Is Not Traded.|
Bangalore Fort Farms Ltd. (BANGALOREFORT) - Director Report
Company director report
Your Directors are pleased to present the Forty Ninth Annual Report and the Company'sAudited Financial Statement for the financial year ended 31st March 2016.
The Company's financial performance for the year ended March 312016 is summarizedbelow
Amount in (Rs.)
THE COMPANY'S STATE OF AFFAIRS:
The Company is into Agro Trading and has plans to enter into integrated food processingsector. The necessary feasibility study is being carried out for the said activity.
AMOUNTS PROPOSED TO CARRY TO THE RESERVES:
The Company has not transferred any amount out of the profit earned to reserve accountduring theyear under review. The entire profit earned during the year under review isbeing carried forward under Profit & Loss Account.
To conserve resources for newer businesses your Directors have decided not torecommend any dividend for the year ended 31st March2016.
MEETINGS OF THE BOARDS:
5 meetings of the Board of Directors were held during the year under review. Forfurther details please refer to the Corporate Governance Report forming part of thisannual report.
DETAILS OF KEY MANAGERIAL PERSONNEL:
As required under Section 203 of the Companies Act. 2013 the Company has noted thatMrs. Bhavya Ram Iyengar -Managing Director Mr. Subir Kumar Dasgupta- Chief FinancialOfficer Miss Sana Sultan- Company Secretary.
In accordance with the provisions of the Companies Act 2013 and the Articles ofAssociation of the Company Mr. Srinivasan Ramakrishan Iyengar retire by rotation at theensuring Annual General Meeting of the Company and being eligible offer himself for re-appointment.
DISCLOSURE ON REMUNERATION OF DIRECTORS OF THE COMPANY:
None of the Directors have been drawing a remuneration of Rs.60 lakhs ( Rupees Sixtylakhs only) per annum or more in terms of the provisions of Section 197(12) of the Actread with Rules 5(2) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules2014.
Whole time Director has voluntarily opted not to draw any remuneration or emolumentsduring the financial year 2015-2016.
The Evaluation of all the Directors and the Board as a whole was conducted based on thecriteria and frame work adopted by the Board. The evaluation processed has been explainedin the Report of Corporate Governance in this Annual Report. The Board noted theevaluation results that were collated and presented to the Board.
PARTICULARS OF EMPLOYEES:
As on March 31 2016 the Company did not have any employee in the category specified inRule 5(2) of Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014.
M/SS.K.Sengupta & Associates Chartered Accountants (Firms Registration No.322550E) Statutory Auditors of the company hold office for 5 consecutive years from theconclusion of AGM for Financial Year 2013-2014 to the conclusion of AGM for Financial Year2018-2019.
The Board has appointed M/s. B. Nair & Company Company Secretary in practice asSecretarial Auditor to conduct the Secretarial Audit for the financial year 2015-16. TheSecretarial Audit Report for the financial year ended 31st March 2016 is annexed herewithand marked as Annexure I to this Report.
As required by Schedule V (C) of the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 a detailed report on Corporate Governance is given as apart of the Annual Report. The Company is in full compliance with the Requirements andDisclosure that have to be made in this regard. The Auditors certificate of the Compliancewith Corporate Governance requirements by the Company is attached to the Report onCorporate Governance.
DEVELOPMENT AND IMPLEMENTATION OF A RISK MANAGEMENT POLICY:
The Board of Directors of the Company has developed and Implemented a risk managementpolicy for the Company including identification therein of element of risk which in theopinion of the Board may exist there in the Company.
CHANGE IN THE NATURE OF THE BUSINESS:
There has been no change in the nature of the Business of the Company.
DECLARATION BY INDEPENDENT DIRECTOR:
Every Independent Director has at the first Board Meeting of the Board and also at thefirst Board Meeting after his/her appointment in the financial year 2015-2016 givendeclaration as required u/s 149 of the Company Act 2013 that he/she meets the criteria ofIndependence.
PARTICULARS OF CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGEEARNINGS ANDOUTGO:
(a) Particulars of Conservation of Energy. Technology Absorption
The Provisions of Section 134(m) of the Act relating to conservation of energy andtechnology absorption do not apply to this Company as the Company have not carried out anymanufacturing activities.
Foreign Exchange Earnines and outgo
During the year under review there was no earnings. However there is Foreign Exchangeoutgo of ^203400/- towards Business trip abroad.
CORPORATE SOCIAL RESPOSIBILITY (CSR):
The level of operation of the Company does not conform to the minimum threshold of CSRreporting.
PARTICULARS OF LOAN. GUARANTEE OR INVESTMENTS U/S186 OF THE COMPANIES ACT. 2013
During the current financial year your Company has not made any loan guarantee orinvestments u/s 186 of the companies act 2013.
DETAILS RELATING TO DEPOSITS COVERED UNDER OR WHICH ARE NOT IN COMPLIANCE WITH THEREQUIREMENTS OF CHAPTERVOF THE ACT.
CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES:
All transactions entered into with the Related Parties in terms of section 2(76) andsection 188 of the Companies Act 2013 read with Rules 2014 and Regulation 23 of the SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015 during the financialyear were in the ordinary course of business and on arm's length basis and do not attractthe provisions of the section 188 of the Companies act 2013. There were no MaterialRelated Party Transaction during the year. Thus disclosure in form AOC-2 is not required.
GENERAL SHAREHOLDING INFORMATION:
General Shareholding Information is given in the Report on Corporate Governance Reportforming part of this Annual Report.
EXTRACTS OF ANNUAL RETURN:
Extract of Annual Return is being annexed herewith as Annexure II to this Report.
QUALIFICATION. RESERVATION OR ADVERSE REMARK IN STATUTORY AUDIT REPORT AND SECRETARIALAUDIT REPORT:
There is no qualification reservation or adverse remark made by the Statutory Auditorsin their Audit Report to the Financial Statements and by the Secretarial Auditor in itsSecretarial Audit Report for the Financial year ended March 312016.
DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THEFINANCIAL STATEMENTS.
Being a listed entity the financial statements are passed through the Audit Committeeand the process of Internal and External (Tax and Statutory) Audit before being approvedat the meeting of the Board of the Company.
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 were no significant and material orders passed by the regulators or courts ortribunals impacting the going concern status and company's operations in future.
AUDIT COMMITTEE & NOMINATION & REMUNERATION COMMITTEE:
The composition of above said committee is covered under the report on CorporateGovernance and which is a part of this report further there has been no recommendation ofthe Audit Committee which has not been accepted by the Board.
VIGIL MECHANISM / WHISTLE BLOWER POLICY:
In Pursuant to the Provisions of Section 177(9) & (10) of the Companies Act 2013mechanism fo Director and employee of the company to report genuine Concerns has beenestablished. The Vigil Mechanism / Whistle Blower Policy has been uploaded on theCompany's website at http://www.bangalorefortfarms.com.
The Board of Director of the Company has adopted a remuneration Policy for determiningqualifications positive attribute and independence and criteria for Director'sappointment. This policy is hosted in our website: www. ba nga lorefortfarms.com.
PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE:
The Company has adopted a policy with the name "Anti Sexual HarassmentPolicy". The policy is applicable to all the employees of the Company as well asnon-employees of the companies that are business associates vendors trainees if any.During the Financial Year under review the Company has not received any complaints ofSexual Harassment.
DIRECTORS RESPONSIBILITY STATEMENT:
Pursuant to the requirements of the provisions of Section 134(5) of the Companies Act2013 your Directors confirm asunder:
a) That in the preparation of the annual account the applicable accounting standardshas been followed and there are no material departures from the same.
b) That the directors have selected such accounting policies and applied themconsistently and made judgments and estimates that are reasonable and prudent so as togive a true and fair view of the state of affairs of the Company at the end of thefinancial year i.e. March 312016 and of the profit of the Company for the year ended onthat date;
c) That the Directors have taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of the Act forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities;
d) That the directors have prepared the annual accounts on going concern basis.
e) The Directors have laid down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and are operatingeffectively and
f) That the directors have devised proper system to ensure compliance with theprovisions of
applicable laws and that such systems are adequate and operating effectively.
By Order of the Board For BANGALORE FORT FARMS LIMITED