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Bervin Investments & Leasing Ltd.

BSE: 531340 Sector: Financials
NSE: N.A. ISIN Code: INE348I01018
BSE 14:01 | 19 Jan 18.85 -0.95
(-4.80%)
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NSE 05:30 | 01 Jan Stock Is Not Traded.
OPEN 18.85
PREVIOUS CLOSE 19.80
VOLUME 2
52-Week high 20.80
52-Week low 18.05
P/E
Mkt Cap.(Rs cr) 11
Buy Price 0.00
Buy Qty 0.00
Sell Price 18.85
Sell Qty 73.00
OPEN 18.85
CLOSE 19.80
VOLUME 2
52-Week high 20.80
52-Week low 18.05
P/E
Mkt Cap.(Rs cr) 11
Buy Price 0.00
Buy Qty 0.00
Sell Price 18.85
Sell Qty 73.00

Bervin Investments & Leasing Ltd. (BERVININVEST) - Director Report

Company director report

The Members

BERVIN INVESTMENT & LEASING LIMITED

Your Directors have pleasure in presenting their 27th Annual Report on thebusiness and operations of the Company and the accounts for the Financial Year ended 31stMarch 2017.

1. FINANCIAL SUMMARY OR HIGHLIGHTS/PERFORMANCE OF THE COMPANY

The Financial performance of your Company for the year ended 31stMarch 2017is summarized below:

(Amount in Rs.)

Particulars Year ended March 31 2017 Year ended March 31 2016 Year ended March 31 2017 Year ended March 31 2016
Consolidated Consolidate Standalone Standalone
Total Revenue 16346381 5990542 416050 85743
Total Expenses 14521251 6780401 704093 736046
Total Income before Interest Tax & Depreciation 1825130 (-) 789859 (-) 288043 (-) 650303
Profit/(Loss) before Tax (PBT) 1824706 (-) 790198 (-) 288339 (-) 650642
Profit/(Loss) after Tax (PAT) 1824706 (-) 790198 (-) 288339 (-) 650642

2. STATE OF THE COMPANY'S AFFAIRS

The revenue of the Company for the year was Rs. 416050/-as compared to Rs. 85743/-in the previous year. The Company has registered loss after tax of Rs. 288339/- ascompared to loss of Rs. 650642/- in the previous year.

3. SHARE CAPITAL

The paid up equity share capital as at March 312017 stood at Rs 58981000/- (RupeesFive Crore Eighty Nine Lakh and Eighty One Thousand Only/-). During the year underreviewthe Company has not issued any fresh share capital:-

(a) BUY BACK OF SECURITIES

The Company has not bought back any of its Securities during the year under review.

(b) SWEAT EQUITY

The company has not issued any sweat equity shares during the year under review.

(c) BONUS SHARES

No Bonus shares were issued during the year under review.

(d) EMPLOYEE STOCK OPTION PLAN

The Company has not provided any stock scheme to the employee.

4. EXTRACT OF THE ANNUAL RETURN:

The extract of the annual return in Form NO. MGT - 9 pursuant to the provisions ofsection 92 read with Rule 12 of the Companies (Management and Administration) Rule 2014is furnished in Annexure -*T and attached to the report.

5. DIVIDEND

No Dividend was declared for the Current Financial Year due to insufficient profit.

6. RESERVES

During the year under review no amount was transferred to any reserves.

7. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND

The provision of section 125 of the Companies Act 2013 read with its relevant rules donot apply as the Company has not declared any dividend in the past.

8. CHANGE IN THE NATURE OF BUSINESS:

There is no change in nature of business as compared to the last financial year.

9. CHANGE IN THE NAME AND REGISTERED OFFICE OF THE COMPANY:

There is no change in the Name of the Company and Registered Office Address of theCompany.

IMMATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION:

There are no material changes and commitments affecting the financial position of theCompany which has occurred between the end of the financial year i.e. March 31st2017 and the date of the Directors' Report.

11.SIGNIFICANT& MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

There are no significant and material orders passed by the regulators or courts ortribunals impacting the going concern status and company's operations in future:

12.C0NS0LIDATED ACCOUNTS

The consolidated financial statements of your Company for the Financial Year 2016-17are prepared in compliance with applicable provisions of the Companies Act 2013Accounting Standards and Listing Regulations {as prescribed by the Securities and ExchangeBoard of India (SEBI)}. The consolidated financial statements have been prepared on thebasis of audited financial statements of the Company and its associate company asapproved by their respective Board of Directors.

13.SUBSIDIARY/JOIIMT VEIMTURES/ASSOCIATE COMPANIES:

A report on the performance and financial position of each of the subsidiariesassociates and joint venture companies as per the Companies Act 2013 is set out inAnnexure II and forms an integral part of this Annual Report.

The annual accounts of the associate company shall also be made available to theMembers of the Company&the associatecompany seeking such information at any point oftime. The annual accounts of the associate company are also available for inspection forany Member during business hours at the Registered Office of the Company and the associatecompany.

In terms of Section 136 of the Companies Act 2013 the Financial Statements includingconsolidated financial statements will be circulated to all the members of the Companywith the Notice of Annual General Meeting.

14. EXPLANATION OR COMMENTS ON QUALIFICATIONS. RESERVATIONS OR ADVERSE REMARKS OFDISCLAIMERS MADE BY THE STATUTORY AUDITORS AND THE PRACTICING COMPANY SECRETARY IN THEIRREPORT:

• Statutory Auditor

There is no qualification reservation or adverse remarks or disclaimer in theAuditor's Report on the financial of the Company. The report of the statutory auditor isself-explanatory and therefore in the opinion of the Directors do not call for furthercomments.

• Secretarial Auditor

The report of the Secretarial Auditor is self-explanatory and therefore in the opinionof the Directors do not call for further comments.

The report in Form MR-3 is attached as Annexure III along-with the letter regarding thesaid audit marked as Annexure IV

15. CORPORATE GOVERNANCE REPORT

Pursuant to Regulation 15 (2) of the SEBI (LODR) Regulations 2015 the paid-up equityshare capital of Bervin Investment & Leasing Limited ("the Company") wasbelow Rs. 10 Crores (Rupees Ten Crores Only) and the net worth was below Rs. 25 Crores{Rupees Twenty Five Crores Only) as on the last day of the previous financial year i.e; 31stMarch 2017.

Therefore the compliance with the corporate governance provisions as specified inregulations 171819 20 21 22232425 2627 and clauses (b) to (i) of sub-regulation(2) of regulation 46 and para C D and E of Schedule V do not apply to the Company.

Hence requirement of annexing corporate governance report along-with the compliancecertificate do not apply to the Company.

16. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Detailed review by the management of the operations performance and future outlook ofthe Company and its business pursuant to Regulation 34 of the SEBI (Listing section-Management Discussion and Analysis which forms part as Annexure V.

17. DEPOSUS

The company has neither accepted nor renewed any deposits during the financial yearunder review

18. PISCLOSURE OF COMPOSITION

Currently the board has two committees namely:-

1. Audit Committee.

2. Nomination and Remuneration Committee.

The Audit Committee is working under the Chairmanship of Mr. S. K. Murgai Mr. I. S.Tripathi and Mrs. Kalpana Umakanth as co-members.

Further theNomination & Remuneration Committee consists of Mr. S. K. Murgai Mrs.Kalpana Umakanth and Mr. Indu Shekhar Tripathi.

19. VIGIL MECHANISM

The Company has established a Vigil Mechanism and the Audit Committee to oversee theVigil Mechanism.The Chairman of the Audit Committee has been authorised to hear thegrievances of the employees and directors and take steps to resolve the issuesamicably/award appropriate punishment to the offender and report the same to the Audit andcompliance committee.

2Q.NOMINATION AND REMUNERATION POLICY

The Company has constituted Nomination & Remuneration Committee consisting of Mr.S. K. Murgai Mrs. Kalpana Umakanth and Mr. Indu Shekhar Tripathi.

A copy of "Nomination & Remuneration Policy" is open for inspection bythe members during business hours on any working day at the registered office of theCompany.

21. WHISTLE BLOWER POLICY

With the objective of pursuing the business in a fair and transparent manner byadopting the highest standards of professionalism honesty integrity and ethical behaviorand to encourage and protect the employees who wish to raise and report their genuineconcerns about any unethical behavior actual or suspected fraud or violation of company'sCode of Conduct the Company has adopted a Whistle Blower Policy. The Company has adopteda framework whereby the identity of the complainant is not disclosed.

22. APPOINTMENT OF STATUTORY AUDITORS:

M/s G. K. Nigam & Associates Chartered Accountants (Registration No. 04972N) beappointed as Statutory Auditors of the Company from the conclusion of 27* Annual GeneralMeeting (AGM) till the conclusion of 32th Annual General Meeting of theCompany subject to ratification of their appointment by the members at every intermittentAGM of the Company.

Accordingly a resolution for their appointment as Statutory Auditors of the Companyhas been included in the Notice of forthcoming 27th Annual General Meeting ofthe Company.

23.COMPANY'S POLICY ON DIRECTORS* APPOINTMENT AND REMUNERATION INCLUDING CRITERIA FORDETERMINING QUALIFICATIONS. POSITIVE ATTRIBUTES INDEPENDENCE OF A DIRECTOR AND OTHERMATTERS PROVIDED UNDER SUB-SECTION (3) OF SECTION 178

Your Company has duly framed the Nomination and Remuneration Policy as mentionedabove for the said purpose and a copy of which is open for inspection by the membersduring business hours on any working day at the registered office of the Company.

24XONSERVATION OF ENERGY. RESEARCH AND DEVELOPMENT. TECHNOLOGY ABSORPTION FOREIGNEXCHANGE EARNINGS AND OUTGO:

Since the Company has no manufacturing activity directors are not required to reporton "Conservation of Energy" "Research and Development" and'Technology Absorption".

Further there was no Foreign Exchange earnings and outgo during the year under review.

25. DIRECTORS AND KEY MANAGERIAL PERSONNEL;

During the period under review Mr. Indu Shekhar Tripathi (DIN:- 00654167) wasregularized as the Director of the Company in the Annual General Meeting of the Companyheld on 30th September 2016. Mr. S.K. Murgai (DIN:- 00040348) Directorretires by rotation at the forthcoming Annual General Meeting ("AGM") and beingeligible offers himself for reappointment.

26. NUMBER OF MEETINGS OF THE BOARD. ITS COMMITTEES& DETAILS OF ATTENDANCE

Your Company has an optimum mix of directorship which is essential to effectuate themain functions of the Board.

The names and categories of Directors on the Board during the Financial Year 2016-17their attendance at Board Meetings held during the Financial Year 2016-17 and at the lastAnnual General Meeting and the number of Directorship and Committees'Chairmanship/Membership held by them as on 31st March 2017 are givenhereunder:

Mr. S.K. Murgai (DIN: 00040348) NED*** 6 6 Yes 12 - -
Mr. I.S. Tripathi (DIN: 00654167} Independent

N.E.D

6 6 Yes 5 - -
Mrs. Kalpana Umakanth (DIN: 00105594) E.D**** 6 6 Yes 9

*Exciuding LLP's and Foreign Companies. **lncludes oniy Audit Committee. ***N.E.D- Non-Executive Director **** E.D- Executive Director

DATE OF BOARD MEETINGS

S.No. Date of Meeting
1 26 April 2016
2 21 July 2016
3 28 July 2016
4 26 October 2016
5 30 November 2016
6 24 January 2017

Attendance of Directors of the Company at the Committee Meetings held during theFinancial Year 2016-17 are given below:-

Name of Director Category

Attendance Particulars

Audit Committee Meetings

Nomination & Remuneration Committee Meetings

Held Attended Held Attended
Mr. $.K. Murgai (DIN: 00040348) NED 4 4 1 1
Mr. I.S. Tripathi (DIN: 00654167) Independent N.E.D 4 4 1 1
Mrs. Kalpana Umakanth (DIN: 00105594) E.D 4 4 1 1

27. PARTICULARS OF EMPLOYEES

The information pursuant to Section 197 read with Rule 5(1) of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 of the employees isannexed as Annexure - VI. Further pursuant to Rule 5(2) of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 the relevant statement is annexed asAnnexure - VII.

28. AUDITORS7 REPORT:

The detailed report is annexed as Annexure VIII.

29. PARTICULARS OF LOANS. GUARANTEES OR INVESTMENTS:

Loans guarantees and investments covered under Section 186 of the Companies Act 2013form part of the notes to the financial statements provided in this Annual Report.

30. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

The Company has not entered into any contracts/arrangements with the Related Partiesfor the year under review. Thus the provisions of Section 188 of the Companies Act 2013are not attracted. Hence disclosure in Form AOC-2 is not required. Further there are nomaterial related party transactions during the year under review with the PromotersDirectors or Key Managerial Personnel.

31. RISK MANAGEMENT POLICY. INTERNAL FINANCIAL CONTROL SYSTEM AND ITS ADEQUACY:

The Board of Directors is overall responsible for identifying evaluating and managingall significant risks faced by the Company. The Company is continuously reviewing theinternal financial controls systems and risk management process to further strengthen thesame.

INTERNAL FINANCIAL CONTROL SYSTEM AND ITS ADEQUACY

The Company has a proper and robust system of internal controls geared towardsachieving efficiency of business operations safeguarding the Company's assets andensuring optimum utilization of resources. Such controls also ensure accuracy andpromptness of financial reporting and compliance with statutory regulations. The Companyhas stringent internal audit procedures with the audit being conducted internally by itsown team.

32. BOARD EVALUATION OF ITS OWN PERFORMANCE ITS COMMITTEES AND INDIVIDUAL DIRECTORS

The evaluation framework for assessing the performance of Directors comprises of thefollowing key areas:

i. Attendance of Board Meetings and Board Committee Meetings

ii. Quality of contribution to Board deliberations

iii. Strategic perspectives or inputs regarding future growth of Company and itsperformance

iv. Providing perspectives and feedback going beyond information provided by themanagement

v. Commitment to shareholder and other stakeholder interests

The evaluation involves Self-Evaluation by the Board Member and subsequently assessmentby the Board of Directors. A member of the Board will not participate in the discussion ofhis/her evaluation.

33. DECLARATION OF INDEPENDENT DIRECTORS:

A declaration by Independent Directors that they met the criteria of independence asprovided in sub section (6) of section 149 of the companies Act 2013 have been providedby directors and SEBI (Listing Obligations & Disclosure Requirements) Regulations2015.

34. DETAILS OF POLICY DEVELOPED AND IMPLEMENTED BY COMPANY ON ITS CORPORATE SOCIALRESPONSIBILITY INITIATIVES:

YourCompany has not developed and implemented any Corporate Social Responsibilityinitiatives as the said provisions are not applicable on the Company.

35. DIRECTORS7 RESPONSIBILITY STATEMENT:

Pursuant to Section 134 (5) of the Companies Act 2013 the Directors confirm that:

a. in the preparation of the annual accounts the applicable accounting standards hadbeen followed along with proper explanation relating to material departures;

b. the directors had selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the company as at March 31st 2017and ofthe profit and loss of the company for that period;

c. the directors had taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of this Act for safeguarding theassets of the company and for preventing and detecting fraud and other irregularities;

d. the directors had prepared the annual accounts on a going concern basis; and

e. the directors had laid down financial controls to be followed by the company andthat such internal financial controls are adequate and were operating effectively and

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.

36. DISCLOSURE ABOUT COST AUDIT

As per the Section 148 of the Companies Act 2013 read with Companies (Cost Audit andAuditors) Rules 2014 (including any modification or re-enactment thereof) Cost Audit isnot applicable to the Company.

37. LISTING WITH STOCK EXCHANGE IS)

The shares of the company are listed at Bombay Stock Exchange Ltd. PhirozeJeejeebhoyTowers Dalai Street Mumbai-400001.

The Annual Listing fee has being paid.

38.0BLIGATI0N OF COMPANY UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE [PREVENTION.PROHIBITION AND REDRESSAL1 ACT. 2013

In order to prevent sexual harassment of women at work place a new act "The SexualHarassment of Women at Workplace (Prevention Prohibition and Redressal) Act 2013"has been notified On ^December 2013. Under the said actevery company is required to setup an Internal Complaints Committee to look into complaints relating to sexual harassmentat work place of any woman employee.

As the Company is having employees less than ten the Company does not require to framea policy for prevention of Sexual Harassment of Women at workplace and setting upCommittee for implementation of said policy.

39.REPORTING OF FRAUDS

There are no frauds on or by the Company which were required to be reported by theStatutory Auditors of the Company to the Central Government.

40 .ACKNOWLEDGEMENTS:

Your Directors wish to place on record their sincere thanks to all for their continuedsupport extended your companies activities during the year under review. Your Directorsalso acknowledge gratefully the shareholders for their support and confidence reposed onyou company.

FOR ON BEHALF OF BOARD OF DIRECTORS
BERVIN INVESTMENT & LEASING LIMITED
I.S. Tripathi S. K. Murgai
Director Director
PLACE: NEW DELHI (DIN : 00654167) (DIN: 00040348)
DATE : APRIL 282017