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Bangalore Fort Farms Ltd.

BSE: 539120 Sector: Others
NSE: N.A. ISIN Code: INE578R01011
BSE LIVE 15:10 | 09 Dec 14.00 0.24
(1.74%)
OPEN

13.08

HIGH

14.00

LOW

13.08

NSE LIVE 05:30 | 01 Jan Stock Is Not Traded.
OPEN 13.08
PREVIOUS CLOSE 13.76
VOLUME 202
52-Week high 31.95
52-Week low 12.46
P/E 280.00
Mkt Cap.(Rs cr) 3.65
Buy Price 13.08
Buy Qty 8.00
Sell Price 14.00
Sell Qty 1800.00
OPEN 13.08
CLOSE 13.76
VOLUME 202
52-Week high 31.95
52-Week low 12.46
P/E 280.00
Mkt Cap.(Rs cr) 3.65
Buy Price 13.08
Buy Qty 8.00
Sell Price 14.00
Sell Qty 1800.00

Bangalore Fort Farms Ltd. (BANGALOREFORT) - Director Report

Company director report

To

The Members

Your Directors are pleased to present the Forty Eighth Annual Report and theCompany’s audited financial statement for the financial year ended 31st March 2015.

FINANCIAL RESULTS :

The Company’s financial performance for the year ended March 31 2015 issummarized below :

Amount in (Rs.)
Particulars Year ended 31st March 2015 Year ended 31st March 2014
Total Income 5460183 1933696
Profit Before Tax 70246 1507033
Less : Current Tax 21706 500000
Profit After Tax 48540 1007033

THE COMPANY’S STATE OF AFFAIRS :

The Company has decided to concentrate on procuring seasonal agri products and itsstorage with Cold Storage Chain across the country. To begin with the Company have madearrangements with one of the associated Company to store the agro-products procured by itsin the State of West Bengal. The benefits of which would accrue to the shareholders in thecoming financial year. The Company has also made plans to enter into integrated foodprocessing sector and trading in agro-products. The necessary feasibility study is beingcarried out for the said activities.

AMOUNTS PROPOSED TO CARRY TO THE RESERVES :

The Company has not transferred any amount out of the profit earned to reserve accountduring the year under Th review. e entire profit earned during the year under review isbeing carried forward under Profit & Loss Account.

DIVIDEND :

To conserve resources for newer businesses your Directors have decided not torecommend any dividend for the year ended 31st March 2015.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT :

Management Discussion and Analysis Report for the year under review as stipulatedunder clause 52 of the Listing Agreement with the Stock Exchanges is presented in aseparate section forming part of the of the Annual Report.

MEETINGS OF THE BOARDS :

13 meetings of the Board of Directors were held during the year under review. Forfurther details please refer to the Corporate Governance Report.

DETAILS OF DIRECTORS AND KMP CHANGES : DIRECTORS :

Mr. Lakshman Srinivasn and Mr. Kajal Bhanja Chowdhry ceased to be Directors witheffect from 23/10/2014 and 20/11/2014 respectively. Your Directors would like to recordtheir appreciation of the services rendered by them during their tenure of office asDirector of the Company.

During the year under review the Members approved the appointments of Mr. SrinivasanRamakrishna Iyengar as a non-executive Non-Independent Director who is liable to retire byrotation.

KMP CHANGES :

Mr Rajan Singh was cease to be a Company Secretary & Compliance Officer with effectfrom 22/05/2015.

STATUTORY AUDITORS :

M/s S.K.Sengupta & Associates Chartered Accountants (Firms Registration No.322550E) Statutory Auditors of the company hold office till the conclusion of the FiftySecond Annual General Meeting. They have confirmed their eligibility to the effect thattheir appointment would be within the prescribed limits under the Act and that they arenot disqualified for appointment. The Notes on financial statement referred to in theAuditors Report are self explanatory and do not call for any further comments. TheAuditors Report does not contain qualification reservation or adverse remark.

SECRETARIAL AUDITOR :

The Board has appointed M/s. B. Nair & company Company Secretary in practice (C.PNo. 10778) as Secretarial Auditor to conduct the Secretarial Audit for the financial year2014-15. The Secretarial Audit Report for the financial year ended 31st March 2015 isannexed herewith and marked as Annexure I to this Report. The Secretarial Audit Reportdoes not contain any qualification reservation or adverse remark.

CORPORATE GOVERNANCE :

The Company is committed to maintain good standards of Corporate Governance and adhereto the Corporate Governance requirements set out by the SEBI. The report on CorporateGovernance as stipulated under the Listing agreements forms an integral part of thisReport. The requisite certificate from the Auditor’s of the Company confirmingcompliance with the conditions of Corporate Governance is attached to the report.

DEVELOPMENT AND IMPLEMENTATION OF A RISK MANAGEMENT POLICY :

The Company have not implemented any risk management policy so-far as themanufacturing activities are nil. Risk management policy would be implemented as and whennew business operations are commenced.

DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to the requirements of the provisions of Section 134(5) of the Companies Act2013 your Directors confirms as under:

a) That in the preparation of the annual accounts 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 31 2015 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 the such systems are adequate and operating effectively.

PARTICULARS OF CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGEEARNINGS AND OUTGO :

a) Particulars of Conservation of Energy Technology Absorption The Provisions ofSection 134(m) of the Act relating to conservation of energy and technology absorption donot apply to this Company as the Company have not carried out any manufacturingactivities.

b) Foreign Exchange Earnings and Outgo During the year under review there was noforeign exchange outgo nor was any foreign exchange earned.

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES :

The Company have no employee drawing a remuneration of Rs.60 00000( Rupees Sixtylacs) per annum or part there of 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.

CORPORATE SOCIAL RESPOSIBILITY:

The provisions of Section 135 of the Companies Act 2013 are not applicable to theCompany.

CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIE :

All contracts / arrangements / transactions entered by the Company during the financialyear with related parties were in the ordinary course of business and on an arm’slength basis. During the year the Company had not entered into any contract / arrangement/ transaction with related parties which could be considered material in accordance withthe policy of the Company on materiality of related party transactions. The Policy onmateriality of related party transactions and dealing with related party transactions asapproved by the Board.

Your Directors draw attention of the Members to Note No. 6 under significant policiesto the financial statement which sets out related party disclosures

EXTRACTS OF ANNUAL RETURN:

Extract of Annual Return is being annexed herewith as Annexure II to this Report.

GENERAL:

Your Directors state that during the year under review there were no cases filedpursuant to the Sexual Harassment of Women and Workplace(Prevention and Redressal) Act2013.

Your Directors further state that no disclosure or reporting is required in respect ofthe following items as there were no transactions on these items during the year underreview:

a) Details relating to deposits covered under Chapter V of the Act.

b) Issue of equity shares with differential rights as to dividend voting or otherwise.

c) Issue of shares (including sweat equity shares) to employees of the Company underany scheme save and except ESOS referred to in this Report.

d) Neither the Managing Director nor the Whole-time Directors of the Company receiveany remuneration or commission from any of its subsidiaries.

e) No significant or material orders were passed by the Regulators or Courts orTribunals which impact the going concern status and Company’s operations in future.

ACKNOWLEGEMENTS :

Your Directors would like to express their sincere appreciation for the assistance andco-operation received from Bombay Stock Exchange Calcutta Stock Exchange MerchantBankers Registrar to the issue Share Transfer Agents Banks etc during the year underreview.

For and Behalf of Board of Directors
Bhavya Ram Iyengar
Managing Director
Place: Kolkata Srinivasan Ramakrishna Iyengar
Date: May 25th 2015 Director

Annexure I to the Directors Report

SECRETARIAL AUDIT REPORT FOR THE FINANCIAL YEAR ENDED 31.03.2015

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

To The Members

Bangalore Fort Farms Limited

#44 3rd Floor South End Road Above Univercell Outlet Basavanagudi BangaloreKarnataka – 560 005

We have conducted the secretarial audit of the compliance of applicable statutoryprovisions and the adherence to good corporate practices by Bangalore Fort Farms Limited(hereinafter called the Company). Secretarial Audit was conducted in a manner thatprovided us a reasonable basis for evaluating the corporate conducts/statutory compliancesand expressing our opinion thereon.

Based on our verification of the Company’s books papers minute books forms andreturns filed and other records maintained by the Company and also the informationprovided by the Company its officers agents and authorized representatives during theconduct of secretarial audit We hereby report that in our opinion the company hasduring the audit period covering the financial year ended on 31st March 2015 (AuditPeriod) complied with the statutory provisions listed hereunder and also that the Companyhas proper Board-processes and compliance-mechanism in place to the extent in the mannerand subject to the reporting made hereinafter:

We have examined the books papers minute books forms and returns filed and otherrecords maintained by the Company for the financial year ended on 31st March 2015according to the provisions of:

(i) The Companies Act2013 (the Act) and the rules made thereunder;

(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 andExternal Commercial Borrowings;(Not Applicable to the Company during the audit period);

(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;

(b) The Securities and Exchange Board of India (Prohibition of Insider Trading)Regulations 1992;

(c) The Securities and Exchange Board of India (Issue of Capital and DisclosureRequirements) Regulations 2009;

(d) The Securities and Exchange Board of India (Employee Stock Option Scheme andEmployee Stock Purchase Scheme) Guidelines 1999; and the Securities and Exchange Board ofIndia (Share Based Employee Benefit) Regulations 2014 notified on 28th Octoher 2014(NotApplicable to the Company during the audit period);

(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) Regulations1993 regarding the Companies Act and dealing with client;

(g) The Securities and Exchange Board of India (Delisting of Equity Shares)Regulations 2009; and (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);

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

(i) Secretarial Standards issued by The Institute of Company Secretaries of India. (Notnotified hence not applicable to the company during audit Period)

(ii) The Listing Agreements entered into by the Company with the Calcutta &Bangalore stock Exchange(s) if applicable;

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:

(i) The un-audited financial results for the quarter ended 30th June 2014 has beenapproved by the Board of Directors at their meeting held on 13th October 2014.

We further report that

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.

Adequate notice is given to all directors to schedule the Board Meetings agenda anddetailed notes on agenda were sent at least seven days in advance and a system exists forseeking and obtaining further information and clarifications on the agenda items beforethe meeting and for meaningful participation at the meeting.

Majority decision is carried through while the dissenting members’ views arecaptured and recorded as part of the minutes.

We further report that there are adequate systems and processes in the companycommensurate with the size and operations of the Company to monitor and ensure compliancewith applicable laws rules regulations and guidelines.

We further report that during the audit period the company has: -

(i) Issued Bonus shares in the ratio of 30 shares for every 1 share held.

(ii) There was a change in management as well as Promoters due to acquisition of stakeby Revathi Holding Private Limited through Public Offer.

(iii) The company have issued 125000 Equity Shares of the Company on Preferential basisto Strategic Investors.

For B. NAIR AND COMPANY
Practising Company Secretary
Place : Kolkata B. Unnikrishnan Nair
Place : May 25th 2015 FCS NO. 5546 CP NO. 10778

Annexure II to the Directors’ Report

FORM NO. MGT 9 EXTRACT OF ANNUAL RETURN

As on Financial Year ended on 31.03.2015

Pursuant to Section 92 (3) of the Companies Act 2013 and Rule 12(1) of the Company(Management & Administration) Rules 2014.

I. REGISTRATION & OTHER DETAILS :

1. CIN L51101KA1966PLC001643
2. Registration Date 24.10.1966
3. Name of the Company BANGALORE FORT FARMS LIMITED
4. Category/Sub-category of the Company CATEGORY: COMPANY LIMITED BY SHARES
SUB CATEGORY: INDIAN NON GOVENMENT COMPANY
5. Address of the Registered office & contact details #44 3RD FLOOR SOUTH END ROAD ABOVE UNIVERCELL OUTLET BASAVANAGUDI BANGALORE
KARNATAKA-560004
PH:080-2677 0004
6. Whether listed company YES
7. Name Address & contact details of the Registrar & Transfer Agent if any. CAMEO CORPORATE SERVICES LIMITED
"SUBRAMANIAN BUILDING"
#1 CLUB HOUSE ROAD CHENNAI 600 002
PH: 91-44-2846 0390

II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY (All the business activitiescontributing 10% or more of the total turnover of the company shall be stated)

Name and Description of main products / services NIC Code of the Product/ service % to total turnover of the company
1 JUTE PRODUCT 21.65
2 AGRO PRODUCT 78.35

III. PARTICULARS OF HOLDING SUBSIDIARY AND ASSOCIATE COMPANIES - All the businessactivities contributing 10% or more of the total turnover of the company shall be stated :NIL

S. No. Name and Description of main products/services NIC Code of the Product/ service % to total turnover of the company
1 Nil

Category-wise Share Holding :

Category of Shareholders No. of Shares held at the beginning of the year [As on 31-March-2014] No. of Shares held at the end of the year As on 31-March-2015] % Change during the year
Demat Physical Total % of Total Shares Demat Physical Total % of Total Shares
A. Promoter s
(1) Indian
a) Individual/ HUF 39061 39061 48.83
b) Central Govt
c) State Govt(s)
d) Bodies Corp. 12836 12836 16.04 1595306 1595306 61.24
e) Banks / FI
f) Any other
Total shareholding of Promoter A) 51897 51897 64.87 1595306 1595306 61.24
B. Public Share Holding
1. Institutions
a) Mutual Funds
b) Banks / FI 310 310 0.0119
c) Central Govt
d) State Govt(s)
e) Venture Capital Funds
f) Insurance Companies
g) FIIs
h) Foreign Venture Capital Funds
i) Others (specify)
Sub-total (B)(1) : 310 310 0.0119
2. Non-Institutions
a) Bodies Corp.
i) Indian 46880 4650 51530 1.9781
ii) Overseas
b) Individuals
i) Individual shareholders holding nominal share capital upto ` 1 lakh 27943 27943 34.93 27900 472194 500094 19.1974
ii) Individual shareholders holding nominal share capital in excess of ` 1 lakh 160 160 0.20 128150 129580 257730 9.8936
c) Others (specify) 30 30 0.0011
Non Resident Indians 200000 200000 7.68
Overseas Corporate Bodies
Foreign Nationals
Clearing Members
Trusts
Foreign Bodies - D R
Sub-total (B)(2):- 28103 28103 35.13 402960 606424 1009384 38.78
Total Public Shareholding (B)=(B)(1)+ (B)(2) 28103 28103 35.13 402960 606734 1009694 38.76
C. Shares held by Custodian for GDRs & ADRs
Grand Total (A+B+C) 80000 80000 100 1998266 606734 2605000 100

B. Shareholding of Promoter

Shareholder’s Name Shareholding at the beginning of the year Shareholding at the end of the year % change in shareholding during the year
No. of Shares % of total Shares of the company %of Shares Pledged / encumbered to total shares No. of Shares % of total Shares of the company %of Shares Pledged / encumbered to total shares
1 Revati Holding Pvt. Ltd - - - 1595306 61.24 - 61.24

C) Change in Promoters’ Shareholding (please specify if there is no change)

Particulars Shareholding at the beginning of the year Cumulative Shareholding during the year
No. of shares

% of total shares of the company

No. of shares % of total shares of the company
At the beginning of the year 51897

64.87

Date wise Increase / Decrease in Promoters Shareholding during the year specifying the reasons for increase / decrease (e.g. allotment /transfer / bonus/ sweat equity etc.): Date Shares Reason
30.06.14 47825 Transfer/Acquisition

59.78

30.09.14 59526 Transfer/Acquisition

74.40

23.10.14 1788780 Bonus

72.13

31.12.14 1845306 Transfer/Acquisition

70.84

09.01.15 1795306 Transfer/Acquisition

68.92

31.03.15 1595306 Transfer/Acquisition

61.24

At the end of the year 1595306

61.24

D) Shareholding Pattern of top ten Shareholders: (Other than Directors Promoters andHolders of GDRs and ADRs):

For Each of the Top 10 Shareholders Shareholding at the beginning of the year Cumulative Shareholding during the year
No. of shares % of total shares of the company No. of shares % of total shares of the company
No. of Shares Name of the Holders
At the beginning of the year 51897 Revati Holding Pvt. Ltd 64.87
6941 BBF Pvt Ltd 8.86
6730 K S Akhilesh Babu 8.41
5895 BLB Pvt Ltd 7.37
4405 K A Purnima 5.51
3500 P N Nirmala 4.38
3270 K G Subbaramasetty 4.09
3250 K S Chandramati 4.06
2910 P S Nandakumar 3.64
2490 Vasanth kumar C 3.11
Date wise Increase / Decrease in Promoters Shareholding during the year specifying the reasons for increase /decrease (e.g. allotment / transfer / bonus/ sweat equity etc Date No. of Shares Reason
30.06.14 47825 Transfer 59.78
30.09.14 59526 Transfer/Acquisition 74.40
23.10.14 1788780 Bonus 72.13
31.12.14 1845306 Transfer/Acquisition 70.84
09.01.15 1795306 Transfer/Acquisition 68.92
31.03.15 1595306 Transfer/Acquisition 61.24
At the end of the year No. of Shares

Name of the Holders

1595306 Revati Holdings Pvt. Ltd 61.24
200000 Arun CS 7.68
50000 Raghu C R Iyengar 1.92
46850 Clivia Investments Ltd 1.80
46810 Ramu M N 1.796
40300 Nagraj K 1.55
26050 Alok Chatuvedi 1
26050 Molly Thambi 1
26050 Cireen Sadu 1
1550 K S Kamath 0.60

E) Shareholding of Directors and Key Managerial Personnel:

Shareholding of each Directors and each Key Managerial Personnel Shareholding at the beginning of the year Cumulative Shareholding during the year
No. of shares % of total shares of the company No. of shares % of total shares of the company
At the beginning of the year
Date wise Increase / Decrease in Promoters Shareholding during the year specifying the reasons for increase /decrease (e.g. allotment / transfer / bonus/ sweat equity etc.):
At the end of the year

V) INDEBTEDNESS -Indebtedness of the Company including interest outstanding/accrued butnot due for payment.

Secured Loans excluding deposits Unsecured Loans Deposits Total Indebtedness
Indebtedness at the beginning of the financial year
i) Principal Amount 2000
ii) Interest due but not paid
iii) Interest accrued but not due 40376
Total (i+ii+iii) 42376
Change in Indebtedness during the financial year
* Addition
* Reduction
Net Change 21877563
Indebtedness at the end of the financial year
i) Principal Amount 1227861 23107424
ii) Interest due but not paid
iii) Interest accrued but not due 44612
Total (i+ii+iii) 1227861 45071975

VI. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL-

A. Remuneration to Managing Director Whole-time Directors and/or Manager :

Particulars of Remuneration Name of MD/WTD/ Manager Total Amount
Bhavya Rama Iyengar
1.Gross salary Nil
(a) Salary as per provisions contained in section 17(1) of the Income-tax Act 1961 Nil
(b) Value of perquisites u/s 17(2) Income-tax Act 1961 Nil
(c) Profits in lieu of salary under section 17(3) Income- tax Act 1961 Nil
2.Stock Option Nil
3.Sweat Equity Nil
4.Commission Nil
- as % of profit
- others specify…
5.Others please specify Nil
Total (A) Nil
Ceiling as per the Act Nil

B. Remuneration to other directors :

Particulars of Remuneration Name of Directors

Total Amount

1.Independent Directors Suvobrata Ganguly Jonnalagadda Madhav Sharma
Fee for attending board committee meetings Nil Nil
Commission Nil Nil
Others please specify Nil Nil
Total (1) Nil Nil
2.Other Non-Executive Directors Srinivasan Ramakrishna Iyengar
Fee for attending board Nil
committee meetings Nil
Commission Nil
Others please specify Nil
Total (2) Nil
Total (B)=(1+2) Nil
Total Managerial
Remuneration Nil
Overall Ceiling as per the Act Nil

C. Remuneration to Key Managerial Personnel other than MD/MANAGER/WTD

Particulars of Remuneration Key Managerial Personnel
CEO CS* CFO* Total
1.Gross salary 140000 105000 245000
(a) Salary as per provisions contained in section 17(1) of the Income-tax Act 1961 0 0 0 0
(b) Value of perquisites u/s 17(2) Income-tax Act 1961 0 0 0 0
(c) Profits in lieu of salary under section 17(3) Income-tax Act 1961 0 0 0
2.Stock Option 0 0 0 0
3.Sweat Equity 0 0 0 0
4.Commission 0 0 0 0
- as % of profit 0 0 0 0
Others specify… 0 0 0 0
5.Others please specify 0 0 0 0
Total 0 140000 105000 245000

*(Notes : Remuneration to Key Managerial Personnel’s is part of the year.)

VII. PENALTIES / PUNISHMENT/ COMPOUNDING OF OFFENCES: NOT APPLICABLE

Section of the Companies Act Brief Descriptio n Details of Penalty / Punishment/ Compounding fees imposed Authority [RD / NCLT/ COURT] Appeal made if any (give Details)
A.COMPANY
Penalty
Punishment
Compounding
B.DIRECTORS
Penalty
Punishment
Compounding
C.OTHER OFFICERS IN DEFAULT
Penalty
Punishment
Compounding

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