BERVIN INVESTMENT & LEASING LIMITED
Your Directors have pleasure in presenting their 25th Annual Report on thebusiness and operations of the Company and the accounts for the Financial Year ended March312015.
1. Financial summary or highliahts/Performance of the Company
The Boards Report shall be prepared based on the standalone financial statementsof the company.
|Particulars ||Current Year (Amount in Rs.) ||Previous Year (Amount in Rs.) |
|Gross Income ||1509813 ||510200 |
|Profit / (Loss) Before Interest and Depreciation ||1053049 ||(-) 3392005 |
|Finance Charges ||997 ||509 |
|Gross Profit ||1052052 ||(-) 3392514 |
|Provision for Depreciation ||387 ||444 |
|Net Profit Before Tax ||1051665 ||(-) 3392958 |
|Provision for Tax ||(-) 139676 ||0 |
|Net Profit After Tax/Deficit ||911989 ||(-) 3392958 |
|Adjustment for Investments market value ||(-) 4337750 ||(-) 6353711 |
|Balance of Profit brought forward ||(-) 41740983 ||(-)31994314 |
|Balance available for appropriation ||0 ||0 |
|Proposed Dividend on Equity Shares ||0 ||0 |
|Tax on proposed Dividend ||0 ||0 |
|Transfer to General Reserve ||0 ||0 |
|Surplus carried to Balance Sheet ||(-) 45166744 ||(-) 41740983 |
2. SHARE CAPITAL
The paid up Equity Share Capital as at March 31 2015 stood at Rs 58981000/- (RupeesFive crore Eighty Nine Lakhs and Eighty One Thousand Only/-). During the year under reviewthe Company has not issued any fresh share capital.
fat 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.
fdl EMPLOYEE STOCK OPTION PLAN
The Company has not provided any stock scheme to the employee.
No Dividend was declared for the current Financial Year due to insufficient profit.
During the year under review no amount was transferred to any reserves.
5. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND
The provision of section 205C of the Companies Act 1956 do not apply as the Companyhas not declared any dividend in the past.
6. CHANGE IN THE NATURE OF BUSINESS:
There is No Change in nature of Business as compared to last financial year.
7. 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.
8. MATERIAL CHANGES AND COMMITMENT AFFECTING 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 31st2015 and the date of the Directors report.
9. 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 companys operations in future:
10. SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANIES:
The Company has no subsidiaries joint ventures and associate companies.
The company has neither accepted nor renewed any deposits during the financial yearunder review.
12. EXPLANATION OR COMMENTS ON QUALIFICATIONS. RESERVATIONS OR ADVERSE REMARKS OFDISCLAIMERS MADE BY THE AUDTIORS AND THE PRACTICING COMPANY SECRETARY IN THEIR REPORT:
The Auditors Report does not contain any qualification reservation or adverseremark. The Secretarial Audit Report issued by Mrs. Manisha Gupta Practising CompanySecretary have the following qualification reservation or adverse remark:
1. The Company has not appointed Managing Director and Chief Financial Officer inaccordance of the requirement of Section 203 of Companies act 2013 read with Rule 8 ofCompanies (Appointment and remuneration of managerial personnel) Rules 2014.
13. DISCLOSURE OF COMPOSITION OF AUDIT COMMETTEE AND PROVIDING VIGIL MECHANISM
The Provisions of Section 177 of the Companies Act 2013 read with Rule 6 and 7 of theCompanies (Meeting of the Board and its powers) Rule 2014 is not applicable to theCompany. The Audit Committee continued working under Chairmanship of Mr. A. C. Rekhi withMr. S. K. Murgai as co-members. During the year the sub-committee met on seven occasionswith full attendance of all the members.
The composition of the Audit Committee as at March 31 2015 and details of the Membersparticipation at the Meetings of the Committee are as under:
|Name of Director ||Category || |
Attendance at Board Meetings held or
| || ||28/04/2014 ||18/06/2014 ||28/07/2014 ||26/0 8/2014 ||19/09/2014 ||28/10/2014 ||24/01/2015 |
|Mr. A. C. Rekhi* ||Independence N.E.D ||Yes ||Yes ||Yes ||Yes ||Yes ||Yes ||Yes |
|Mr. S. K. Murgai ||Independence N.E.D ||Yes ||Yes ||Yes ||Yes ||Yes ||Yes ||Yes |
14. STATUTORY AUDITORS
M/s Krishan K Gupta & Co. Chartered Accountants as appointed as statutoryauditors of the Company for a period of one year in the Annual General Meeting held on30.09.2014 their continuance of appointment. The Company has received a certificatefrorrhe above Auditors to the effect that if they are reappointed it would be inaccordance with the provisions of Section 141 of the Companies Act 2013
15. EXTRACT OF THE ANNUAL RETURN
The extract of the annual return in Form No. MGT- 9 pursuant to the provisions of thesectior 92 read with Rule 12 of the Companies (Management and Administration) Rule 2014is furnished in Annexure-T and attached to the report.
16. CONSERVATION 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.
17. DIRECTORS AND KEY MANAGERIAL PERSONNEL:
Mr. V. K. Berlia Director retires by rotation at the forthcoming Annual GeneralMeeting and being eligible offer himself for reappointment.
18. NO. OF BOARD MEETINGS:
Pursuant to Section 173 (1) of the Companies Act 2013 Seven meetings of Board ofDirectors were held in the year ended 31st March 2015.
|28-04-2014 ||26-08-2014 ||24-01-2015 |
|18-06-2014 ||19-09-2014 || |
|28-07-2014 ||28-10-2014 || |
19. 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.
20. 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. Thus 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.
21. RISK MANAGEMENT POLICY. INTERNAL CONTROL SYSTEM AND ITS ADEQUACY:
The company does not have any risk management policy in place however there isgenerally an adequate internal control procedure commensurate with the size of the companyand nature of the Business. Further no element of risk was identified which in the opinionof the Board may threaten the existence of the Company.
22. Board Evaluation
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.
23. 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.
24. DETAILS OF POLICY DEVELOPED AND IMPLEMENTED BY COMPANY ON ITS CORPORATE SOCIALRESPONSIBILITY INITIATIVES:
The Company has not developed and implemented any corporate Social Responsibilityinitiatives as the said provisions are not applicable.
DIRECTORS 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 2015 and 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 devised proper systems to ensure compliance with the provisions ofall applicable laws and that such systems were adequate and operating effectively.
25. DISCLOSURE ABOUT COST AUDIT
As per the Cost Audit Orders Cost Audit is not applicable to the Company.
26. LISTING WITH STOCK EXCHANGES:
The shares of the company are listed at
Delhi Stock Exchange Limited DSE House 3/1 Asaf Ali Road New Delhi-110002 and
Bombay Stock Exchange Ltd. Phiroze Jeejeebhoy Towers Dalai Street Mumbai-400001.
The Annual Listing fee is being paid.
27. OBLIGATION OF COMPANY UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE(PREVENTION. PROHIBITION AND REDRESSAU 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 hasbeen notified on 9th December 2013. Under the said Act every company is required to setup an Internal Complaints Committee to look into complaints relating to sexual harassmentat work place of any women employee.
Company has not adopted a policy for prevention of Sexual Harassment of Women atworkplace and has not set up Committee for implementation of said policy as there are noemployees in the company during the year.
28. CORPORATE GEVERNANCE CERTIFICATE
The Compliance certificate from the auditors regarding compliance of conditions ofcorporate governance as stipulated in Clause 49 of the Listing agreement is annexed withthe report.
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 || |
|V. K. BERLIA ||S. K. MURGAI |
|Director ||Director |
|(DIN :00196774) ||(DIN : 00040348) |
PLACE : NEW DELHI
DATE : APRIL 27 2015