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Bell Agromachina Ltd.

BSE: 531112 Sector: Engineering
NSE: N.A. ISIN Code: INE011E01029
BSE LIVE 14:33 | 07 Dec 66.50 3.15
(4.97%)
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66.50

HIGH

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NSE LIVE 05:30 | 01 Jan Stock Is Not Traded.
OPEN 66.50
PREVIOUS CLOSE 63.35
VOLUME 105
52-Week high 73.15
52-Week low 34.00
P/E 107.26
Mkt Cap.(Rs cr) 2.33
Buy Price 66.00
Buy Qty 5.00
Sell Price 66.50
Sell Qty 95.00
OPEN 66.50
CLOSE 63.35
VOLUME 105
52-Week high 73.15
52-Week low 34.00
P/E 107.26
Mkt Cap.(Rs cr) 2.33
Buy Price 66.00
Buy Qty 5.00
Sell Price 66.50
Sell Qty 95.00

Bell Agromachina Ltd. (BELLAGROMACHINA) - Director Report

Company director report

The Directors have pleasure in presenting their 26th Annual Report on the business andoperations of the

Company for the year ended 31st March 2015.

1. FINANCIAL RESULTS :

(Amt in Lacs)

PARTICULARS 31.03.2015 31.03.2014
Total Income 8.976 8.188
Depreciation 0.429 0.694
Other Expenses 7.796 6.975
Profit before tax 0.751 0.518
Provision for tax -F& T -- 0.098
Profit (Loss) after tax 0.726 0.401
Prior period adjustments --
Balance brought forward (347.40) (347.80)
Balance carried to balance Sheet (31.67) (347.40)

2. REVIEW OF OPERATIONS :

The Company has made a Profit of Rs. 72637 during the financial year. The Company isexploring various business opporunities for its future Development.

3. DIVIDEND :

During the year under review owing to the accumulated losses the Directors do notrecommend any

dividend.

4. DEPOSITS :

During the year under review the Company has not invited or accepted any Deposits fromthe public.

5. DIRECTORS :

Mr. S. G. Bellad who retire by rotation being eligible offers himself forRe-appointment at the ensuing

Annual General meeting.

The Company has received declaration from all the Independent Directors of the Companyconfirming that they meet with criteria of Independence as prescribed under sub-section(6) of section 149 of the Companies Act 2013 and under clause 49 of the ListingAgreements with the Stock Exchanges.

None of the Directors of your Company is disqualified under Section 162 (2) of theCompanies Act 2013. As required by law this position is also reflected in the Auditors'Report.

6. AUDITORS & AUDITOR'S REPORT :

Pursuant to the provisions of Section 139 and Rules framed thereunder M/s Mohandas& Co. were appointed as Statutory Auditors of the Company till the conclusion of thisAnnual General Meeting. They have expressed their inability to continue as Auditors of theCompany and has given their resignation. The Board therefore propose M/s. Koshal &Associates Chartered Accountants who fulfil the criteria for appointment as Auditoras laid down under Section 141 of the Companies Act 2013 as Statutory Auditors of theCompany from the conclusion of this Annual General Meeting till the conclusion of theAnnual General Meeting to be held in the year 2020 subject to ratification of theirappointment by the shareholders at every AGM. Necessary Resolutions for their appointmenthas been proposed for the consideration of the Members of the Company.

The observation made in the Auditors' Report read together with relevant notes thereonare self explanatory and hence do not call for any further comments under Section 134 ofthe Companies Act 2013.

7. INTERNAL AUDITORS :

The Company has appointed Mr. Bhushan Adhatrao Chartered Accountants Mumbai asInternal Auditor of the Company for financial year 2015-16.

8. DIRECTOR'S RESPONSIBILITY STATEMENT :

Pursuant to the requirement under Section 134 (5) of the Companies Act 2013 withrespect to Directors

Responsibilities Statement it is hereby confirmed:

a) That in the preparation of the annual accounts for the financial year ended 31stMarch 2015 the applicable accounting standards had been followed along with properexplanation relating to material departures.

b) That the Directors has selected such accounting policies and applied themconsistently and made judgments and estimates that were 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 and of the Profit or Loss of the Company for the year review.

c) That the Directors had taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of the Companies Act 2013for safeguarding the assets of the Company and for preventing and detecting fraud andother irregularities and

d) The Directors had prepared the accounts for the financial year ended 31st March2015 on a going concern basis.

e) The Directors had laid down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and were operatingeffectively.

f) The Directors had devised proper systems to ensure compliance with the provisions ofall applicable laws and that such systems were adequate and operating effectively.

9. SUBSIDIARIES :

Since the Company has no subsidiaries provision of Section 129 (3) of the CompaniesAct 2013 is not applicable.

10. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS :

The Company has not given any loans guarantees or investments covered under theprovisions of section 186 of the Companies Act 2013.

11. CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION :

Since the Company is not manufacturing activity as like a unit provision of Section134(3)(m) of the Company Act 2013 read with Rule 8(3) of the Companies (Accounts) Rules2014 regarding conservation of energy technology absorption and foreign exchange earningsand outgo is not applicable.

12. FOREIGN EXCHANGE :

During the year under review there were no foreign exchanges Earnings or outgo.

13. PARTICULARS OF EMPLOYEES :

Pursuant to the provisions of Section 197 of the Companies Act 2013 read with rule 5of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 andany amendments thereof Company has no such employees falling under the preview of theprovisions mentioned above.

14. NUMBER OF MEETINGS :

The Board has met Five times during the financial year the details of which are givenin the Corporate Governance Report that forms part of this Annual report. The interveninggap between any two meetings was within the period prescribed by the Companies Act 2013.

15. BOARD EVALUATION :

Pursuant to the provisions of the Companies Act 2013 and Clause 49 of the ListingAgreement the Board has carried out an evaluation of its own performance the Directorsindividually as well as the evaluation of the working of its Audit Appointment &Remuneration Committees. The manner in which the evaluation has been carried out has beenexplained in the Corporate Governance Report.

16. RELATED PARTY TRANSACTIONS :

There are no materially significant related party transactions made by the Company withPromoters Key Managerial Personnel or other designated persons which may have potentialconflict with interest of the Company at large. Information on transactions with relatedparties pursuant to Section 134(3)(h) of the Act read with rule 8(2) of the Companies(Accounts) Rules 2014 are given in Annexure in Form AOC-2 and the same forms part of thisreport. ANNEXURE B

17. CORPORATE GOVERNANCE :

The Corporate Governance Report forms an integral part of this Report and is set out asseparately in this Report.

18. STOCK EXCHANGES :

The Company has delisted its shares from Bangalore Stock Exchange Limited vide itsorder dated 22nd August 2014. The Shares of the Company are listed and traded on BSELimited. The Company confirms that it has paid the Annual Listing Fees for the year2014-15 to BSE where the Company's shares are listed.

19. REDUCTION OF CAPITAL :

The Company has reduced the Capital of the Company to Rs. 3500000 divided into350000 Equity Shares of Rs. 10/- each by cancelling 3150000 Equity Shares of Rs. 10/-each aggregating to Rs. 31500000/- after receiving approval from the Hon'ble High Courtof Bombay vide their order dated September 26 2014.

20. SHIFTING OF REGISTERED OFFICE :

The Registered Office of the Company is shifted from the state of Karnataka to thestate of Maharashtra vide order passed by the Hon'ble Regional Director South East Region(Hyderabad) dated July 15 2014.

21. SECRETARIAL AUDIT REPORT :

As required under section 204 (1) of the Companies Act 2013 and Rules made thereunderthe Company has appointed Mr. Mandar Palav Company Secretary as Secretarial Auditor ofthe Company for the financial Year 2014-15. The Secretarial Audit Report forms part of theAnnual report as Annexure to the Board's Report. This report does not contain anyqualifications reservations or adverse remarks.

The Board has appointed Mr. Mandar Palav Company Secretary as Secretarial Auditor ofthe Company for the financial Year 2015-16.

22. EXTRACT OF ANNUAL RETURN :

As required under Section 92(3) of the Companies Act 2013 and rule 12(1) of theCompanies (Management and Administration) Rules 2014 an extract of the Annual Return inform MGT-9 is a part of the Annual Report. ANNEXURE C

23. IMPLEMENTATION OF RISK MANAGEMENT POLICY :

The Company has formulated a policy and process for risk Management. The Company hasset up a core group of leadership team which identifies assesses the risks and thetrends exposure and potential impact analysis at different level and lays down theprocedure for minimization of risks. Risk Management forms an integral part of Managementpolicy and is an ongoing process integrated with the operations.

Company has identified various strategic operational and financial risks which mayimpact Company adversely. However management believes that the mitigation plans foridentified risks are in place and may not threaten the existence of the Company.

24. OTHER LAWS :

During the year under review there were no cases filed pursuant to the provisions ofSexual Harassment of Women at Workplace (Prevention Prohibition and Redressal) Act 2013.

25. WHISTLE BLOWER POLICY AND VIGIL MECHANISM :

Your Company recognizes the value of transparency and accountability in itsadministrative and management practices. The Company promotes the ethical behavior in allits business activities. The Company has adopted the

Whistle blower Policy and Vigil Mechanism in view to provide a mechanism for theDirectors and employees of the Company to approach Audit Committee of the Company toreport existing/probable violations of laws rules regulations or unethical conduct.

26. ACKNOWLEDGEMENTS :

Your Directors wish to place on record their appreciation for the assistance andco-operation received from the Company's Bankers Government Agencies FinancialInstitutions Customers Investors and Business constituents and look forward to maintainthe same in future.

Registered Office: For and on behalf of the Board
Xth Central Mall Shop No. 21 For Bell Agro Machina Limited
1st Floor Mahavir Nagar
Kandivali (W) Mumbai - 400067. (Mr. S. G. Bellad)
CIN: L85110MH1989PLC255933 Chairman
Date: 27.08.2015 Din: 02547125

ANNEXURE 'A' TO DIRECTORS' REPORT

RESEARCH & DEVELOPMENT TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGO.

A. Research & Development

1. Future plan of action

The Company is taking necessary steps for the revival of operations.

B. Technology absorption:

1. Efforts in brief made towards technology absorption adoption and innovation.

No new technology was introduced during the Year ended 2014 -15.

2. Benefits derived as a result of the above efforts.

None

3. In case of imported technology (imported during the last 5 years reckonedfrom the beginning of the financial year): NIL

C. Foreign Exchange Earnings and Outgo

Nil

1. Earning- FOB value of Exports

Nil

2. Outgo- CIF Value of Imports

Nil

Registered Office: By the Order of the Board
Xth Central Mall Shop No. 21 For Bell Agro Machina Limited
st
1 Floor Mahavir Nagar
Kandivali (W) Mumbai – 400067. (Mr. S. G. Bellad)
CIN: L85110MH1989PLC255933 Chairman
Date: 27.08.2015 DIN : 02547125

Annexure - B

FORM NO. AOC -2

(Pursuant to clause (h) of sub-section (3) of section 134 of the Act and Rule 8(2) ofthe Companies

(Accounts) Rules 2014.

Form for Disclosure of particulars of contracts/arrangements entered into by theCompany with related parties referred to in sub section (1) of section 188 of theCompanies Act 2013 including certain arms length transaction under third proviso thereto.

1. Details of contracts or arrangements or transactions not at Arm's lengthbasis.

SL. No. Particulars Details
1. Name (s) of the related party & nature of relationship NIL
2. Nature of contracts/arrangements/transaction NIL
3. Duration of the contracts/arrangements/transaction NIL
4. Salient terms of the contracts or arrangements or transaction
including the value if any NIL
5. Justification for entering into such contracts or
arrangements or transactions' NIL
6. Date of approval by the Board NIL
7. Amount paid as advances if any NIL
8. Date on which the special resolution was passed in
General meeting as required under first proviso to section 188. NIL

2. Details of contracts or arrangements or transactions at Arm's length basis.

No material contracts or arrangement or transactions at arm's length basis.

For and on behalf of the Board of Directors
Ashvin Thumar Saurabh Rathod
Place: Mumbai Director Director
Date: 30.05.2015 DIN: 05142024 DIN: 06455690

Annexure - C

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:

i CIN L85110MH1989PLC255933
ii Registration Date 17/03/1989
iii Name of the Company Bell Agro Machina Limited
iv Category/Sub-category of the Company Company Limited by Shares
v Address of the Registered office & contact details Xth CENTRAL MALL SHOP NO. 21 1ST
FLOOR MAHAVIR NAGAR KANDIVALI
(WEST)MUMBAI-400067
vi Whether listed company YES
vii Name Address & contact details of the System Support Services 209 Shivai
Registrar & Transfer Agent if any. Industrial Estate Near Park-Davis 89
Andheri Kurla Road Sakinaka Andheri
(E) Mumbai- 400 072.

II PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY

All the business activities contributing 10% or more of the total turnover of thecompany shall be stated

SL No. Name & Description of products/services main NIC Code of the Product /service % to total turnover of the company
1 Job work 100%

III PARTICULARS OF HOLDING SUBSIDIARY & ASSOCIATE COMPANIES: N.A.

IV SHAREHOLDING PATTERN (Equity Share capital Break up as % to total Equity)

Category of Shareholders No. of Shares held at the beginning of the year No. of Shares held at the end of the year
Demat Physical Total % of Total Shares Demat Physical Total % of Total Shares % change during the year
A. Promoters
(1) Indian
a) Individual/HUF 0 1215000 1215000 34.71 0 121500 121500 34.71 0
b) Central Govt.or State Govt. 0 0 0 0.00 0 0 0 0.00 0
c) Bodies Corporates 0 745000 745000 21.29 0 74500 74500 21.29 0
d) Bank/FI 0 0 0 0.00 0 0 0 0.00 0
e) Any other 0 0 0 0.00 0 0 0 0.00 0
SUB TOTAL:(A) (1) 0 1960000 1960000 56 0 196000 196000 56 0
(2) Foreign 0
a) NRI- Individuals 0 0 0 0.00 0 0 0 0.00 0
b) Other Individuals 0 0 0 0.00 0 0 0 0.00 0
c) Bodies Corp. 0 0 0 0.00 0 0 0 0.00 0
d) Banks/FI 0 0 0 0.00 0 0 0 0.00 0
e) Any other… 0 0 0 0.00 0 0 0 0.00 0
SUB TOTAL (A) (2) 0 0 0 0.00 0 0 0 0.00 0
Total Shareholding of 0 1960000 1960000 56 0 196000 196000 56 0
Promoter
(A)= (A)(1)+(A)(2)
B. PUBLIC SHAREHOLDING 0
(1) Institutions 0
a) Mutual Funds 0 0 0 0.00 0 0 0 0.00 0
b) Banks/FI 0 0 0 0.00 0 0 0 0.00 0
C) Cenntral govt 0 0 0 0.00 0 0 0 0.00 0
d) State Govt. 0 0 0 0.00 0 0 0 0.00 0
e) Venture Capital Fund 0 0 0 0.00 0 0 0 0.00 0
f) Insurance Companies 0 0 0 0.00 0 0 0 0.00 0
g) FIIS 0 0 0 0.00 0 0 0 0.00 0
h) Foreign Venture 0 0 0 0.00 0 0 0 0.00 0
Capital Funds
i) Others (specify) 0 0 0 0.00 0 0 0 0.00 0
SUB TOTAL (B)(1): 0 0 0 0.00 0 0 0 0.00 0
(2) Non Institutions 0
a) Bodies corporates 15150 400 15550 0.44 2505 40 2545 0.73 0.29
i) Indian 0 0 0 0.00 0 0 0 0.00 0
ii) Overseas 0 0 0 0.00 0 0 0 0.00 0
b) Individuals 0
i) Individual shareholders holding nominal share capital upto Rs.1 lakhs 128350 1055300 1183650 33.82 22411 125534 147945 42.27 8.45
ii) Individuals shareholders holding nominal share capital in excess of Rs. 1 lakhs 81200 225100 306300 8.75 0 0 0 0.00 -8.75
c) Others (specify) 0
Non Resident indians 34500 0 34500 0.99 3510 0 3510 1 0.01
SUB TOTAL (B)(2): 259200 1280800 1540000 44 28426 125574 154000 44 0
Total Public Shareholding 259200 1280800 1540000 44 28426 125574 154000 44 0
(B)= (B)(1)+(B)(2)
C. Shares held by Custodian for GDRs & ADRs 0 0 0 0.00 0 0 0 0.00 0
Grand Total (A+B+C) 259200 3240800 3500000 100 28426 321574 350000 100 0

(ii) SHARE HOLDING OF PROMOTERS

Sl No. Shareholders Name Shareholding at the begginning of the year

Shareholding at the end of 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 % change in share holding during the year
1 ARUNA PRASHANTH BELLAD 74000 2.110000 0.000000 7400 2.110000 0.000000 0.00
2 BELLAD ENGINEERS PVT LTD

175000

5.000000

0.000000

17500

5.000000

0.000000

0.00

3 BELLAD AUTOMOBILES ENGRS (P) LTD 258500 7.390000 0.000000 25850 7.390000 0.000000 0.00
4 BELLAD MOTORS ( P) LTD 311500 8.900000 0.000000 31150 8.900000 0.000000 0.00
5 MAHESH SHIVAPUTRA BELLAD 119500 3.410000 0.000000 11950 3.410000 0.000000 0.00
6 PRASHANTH SHIVAPUTRA BELLAD 101500 2.900000 0.000000 10150 2.900000 0.000000 0.00
7 SHILPA MAHESH BELLAD

62000

1.770000

0.000000

6200

1.770000

0.000000

0.00

8 SHIVAPUTRA GURAPPA BELLAD 759000 21.690000 0.000000 75900 21.690000 0.000000 0.00
9 SMT SHARADA SHIVAPUTRA BELLAD 99000 2.830000 0.000000 9900 2.830000 0.000000 0.00
Total 1960000 56.000000 0.000000 196000 56.000000 0.000000 0.00

(iii) CHANGE IN PROMOTERS' SHAREHOLDING ( SPECIFY IF THERE IS NO CHANGE):-

(iv) Shareholding Pattern of top ten Shareholders (other than Direcors Promoters& Holders of GDRs & ADRs)

Sl. No Share holding at the beginning of the year Shareholding at the end of the year
For Each of the Top 10 Shareholders No.of shares % of total shares of the company No of shares % of total shares of the company
1 HITESH NATWARLAL KAWA 62000 1.7714 6150 1.7571
2 DEVENDRA S SHAH 39900 1.14 3990 1.14
3 ASHOK T. VORA 30000 0.8571 3000 0.8571
4 INDUR KRUPALANI 30000 0.8571 3000 0.8571
5 SATISH SHETH

30000

0.8571

3000

0.8571

6 RAJENDRA PINTO

20000

0.5714

2000

0.5714

7 HUSSAIN IBRAHIM

20000

0.5714

2000

0.5714

8 DILIP SHAH

20000

0.5714

2000

0.5714

9 BHARTI DUHLANI 19200 0.5486 1920 0.5486
10 HASMUKHLAL DHAMI 17800 0.5086 1780 0.5086

(v) Shareholding of Directors & KMP

Sl. No Shareholding at the end of the year Cumulative Shareholding during the year
For Each of the Directors & KMP No.of shares % of total shares of the company No of shares % of total shares of the company
1 SHIVAPUTRA GURAPPA BELLAD*- EXECUTIVE DIRECTOR
At the beginning of the year 75900 21.69 759000 21.69
Date wise increase/decrease in Promoters Share holding during the year specifying the reasons for increase/decrease (e.g. allotment/transfer/bonus/sweat equity etc)

NIL

NIL

NIL

NIL
At the end of the year 75900 21.69 759000 21.69

*NOTE

Hon’ble High Court of judicature at Bombay has vide its Order dated 26thSeptember 2014 confirmed the Special Resolution passed by the Equity

Shareholders of the Company by way of Postal Ballot for the Reduction of Paid upEquity Share Capital of the Company from Rs. 35000000/- divided into 3500000 EquityShares of Rs. 10/- (Rupees Ten only) each fully paid up to Rs. 3500000/- dividedinto 350000 Equity Shares of Rs. 10/- (Rupees Ten only) each fully paid up and that suchreduction be effected by canceling 3150000 Equity Shares of Rs. 10/- (Rupees Ten only)

V INDEBTEDNESS

Indebtedness of the Company including interest outstanding/accrued but not due forpayment

Secured Loans excluding deposits Unsecured Loans Deposits Total Indebtedness
Indebtness at the beginning of the financial year
i) Principal Amount 0 310500 0 310500
ii) Interest due but not paid 0 0 0 0
iii) Interest accrued but not due 0 0 0 0
Total (i+ii+iii) 0 310500 0 310500
Change in Indebtedness during the financial year
Additions 0 0 0 0
Reduction 0 0 0 0
Net Change 0 0 0 0
Indebtedness at the end of the financial year
i) Principal Amount 0 310500 0 310500
ii) Interest due but not paid 0 0 0 0
iii) Interest accrued but not due 0 0 0 0
Total (i+ii+iii) 0 310500 0 310500

VI REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

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

B. Remuneration to other directors:- N.A.

C. Remuneration to Key Managerial Personnel other than M.D/Manager/WTD:- N.A.

VII PENALTIES/PUNISHMENT/COMPOUNDING OF OFFENCES :-

There were no penalty punishment compounding of offences for the Company directorsor any other officers in default in respect of the Companies Act 1956 & CompaniesAct 2013.

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