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BFL Developers Ltd.

BSE: 539662 Sector: Financials
NSE: N.A. ISIN Code: INE948Q01018
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OPEN 25.00
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VOLUME 1
52-Week high 30.50
52-Week low 12.50
P/E 15.34
Mkt Cap.(Rs cr) 12.75
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

BFL Developers Ltd. (BFLDEVELOPERS) - Director Report

Company director report

Dear Member

BFL Developers Limited

Your directors are pleased to present the 20th Annual Report of your Companytogether with the Annual Financial Statements for the Financial Year 2014-15.

COMPANY'S PERFORMANCE

Particulars F.Y. 2014-15 F.Y. 2013-14
Total Revenue 3048934/- 590180/-
Less: Total Expenditure 2866619/- 431446/-
Profit/(Loss) before Taxation 182315/- 158734/-
Tax Expenses (28747/-) 17048/-
Profit/(Loss) after Tax 211062/- 141686/-

PERFORMANCE REVIEW

The net receipts from operations during the year under review were Rs.3048934/- asagainst Rs.590180/- in the previous year. The profit/(Loss) after tax is Rs. 211062/-as against Rs.141686/- in the previous year.

DIVIDEND

Following the conservative approach to retain profits your Directors did not recommendpayment of any dividend for the Financial Year 2014-15.

TRANSFER TO RESERVES:

As per requirement of RBI regulations the Company has transferred the followingamounts to various reserves during Financial Year ended March 31 2015-

Amount transferred to Amount (in Rs.)
Special Reserve
• 20% of net profit 43000/-
• 0.25% of Standard Assets (20600/-)

NUMBER OF MEETINGS OF BOARD OF DIRECTORS

The Meetings of the Board are generally held at the Registered Office of the Company at1 Tara Nagar Ajmer Road Jaipur 302 006. During the year under review 6 (Six) BoardMeetings were held on 20.05.2014 29.05.2014 09.08.2014 08.11.2014 18.11.2014 and02.02.2015. All the Board members and the senior management personnel have affirmedcompliance with the Code of Conduct during the year ended on 31st March 2015.

DECLARATION OF INDEPENDENCE BY DIRECTORS

The Independent Non-Executive Directors of the Company viz. Mr. Mahendra Kumar DugarMr. Puneet Kumar Gupta and Mr. Surendra Mehta have affirmed that they continue to meet allthe requirements specified under sub-section (6) of section 149 of Companies Act2013 in respect of their position as an "Independent Director" of BFL DevelopersLimited.

MANAGEMENT AND BOARD OF DIRECTORS

During the year due to cessation of Mr. Manoj Kumar Jain CFO of the Company Mr.Aditya Baid was appointed as Chief Financial Officer of the Company in terms of Sec. 203of the Companies Act 2013 read with the rules made thereunder.

Mr. Nishant Jain Director of the Company expressed his inability to continue as theDirector of the Company due to his prior engagements. Mr. Nishant Jain has been on theBoard of the company since 2002. The Board places on record its sincere appreciation andrecognition towards the valuable contribution and services rendered by Mr. Nishant Jainduring his tenure as a Director.

In terms of Sec. 203 of the Companies Act 2013 read with the rules made thereunder CSHarshita Maheshwari was appointed as Company secretary and Compliance Officer of theCompany w.e.f. 02.02.2015.

Mr. Surendra Mehta was appointed as an Additional Director on the Board of the companyw.e.f. 18.11.2014 and subject to the approval of the members at the ensuing AnnualGeneral Meeting his appointment is being regularized as Independent Non Executive Directoron the terms and conditions as mentioned in the resolution in the Notice.

Mrs. Sobhag Devi Baid Director of the Company whose period is liable to retire byrotation pursuant to the provisions of the Companies Act 2013 and the Articles ofAssociation of the Company retires by rotation in the ensuing AGM and being eligibleoffers herself for reappointment.

AUDITORS

> Statutory Auditors

M/s. Khilnani & Associates Chartered Accountants (Firm Registration No. 005776C)Jaipur are proposed to be appointed as Statutory Auditors in place of retiring AuditorsM/s. Sharma Naresh & Associates Chartered Accountants and shall hold office from theconclusion of this Annual General Meeting till the conclusion of the 25thAnnual General Meeting subject to ratification of the appointment by the members of theCompany at every Annual General Meeting held after this Annual General Meeting.

The company has received letter from M/s. Khilnani & Associates CharteredAccountants to the effect that their appointment if made would be within the prescribedlimits under Section 139 of the Companies Act 2013 and that they are not disqualified forappointment within the meaning of Section 141 of the said Act. Accordingly the Board ofDirectors has recommended the appointment as Statutory Auditors on a remuneration to bedecided by the Board.

The Notes on Financial Statements referred to in the Auditor's Report for the financialyear ended 31st March 2015 are self-explanatory and does not call for any furthercomments.

> Secretarial Auditor

As per Section 204 of Companies Act 2013 read with Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 every Listed Company is required toappoint Secretarial Auditor to carry out Secretarial Audit of the Company.

In consonance with the requirements of Section 204 of the Companies Act 2013 and rulesmade thereunder M/s V. M. & Associates Company Secretaries in Practice Jaipur wasappointed to conduct the secretarial audit of the Company for the financial year 2014-15.

A Secretarial Audit Report issued by M/s V. M. & Associates Company Secretariesin respect of the secretarial audit of the Company for the financial year ended 31stMarch 2015 is given in Annexure I to this Report.

The Secretarial Audit report for the financial year ended 31st March 2015 is selfexplanatory and does not call for any further comments.

The Board has re-appointed M/s V. M. & Associates Company Secretaries in PracticeJaipur as Secretarial Auditor of the Company to carry out secretarial audit of the Companyfor the financial year 2015-16.

> Internal Auditor

As per Section 138 of Companies Act 2013 read with Companies (Audit and Auditors)Rules 2014 every Listed Company is required to appoint an Internal Auditor or a firm ofInternal Auditors to carry out Internal Audit of the Company.

In consonance with the aforementioned M/s Shiv Shanker Khandelwal & Co. CharteredAccountants Jaipur was appointed to conduct the Internal Audit of the Company for thefinancial year 2014-15.

The internal Audit report for the financial year ended 31st March 2015 is selfexplanatory and does not call for any further comments.

The Board re-appointed M/s Shiv Shanker Khandelwal & Co. Chartered AccountantsJaipur as the Internal Auditor of the Company for the financial year 2015 -16.

LOANS GUARANTEES AND INVESTMENTS IN SECURITIES BY THE COMPANY

Pursuant to Section 186(11) of the Companies Act 2013 loans made guarantees given orsecurities provided or acquisition of securities by a Non Banking Financial Company in theordinary course of its business are exempted from disclosure in the Annual Report.

RELATED PARTY TRANSACTIONS

All the related party transactions that were entered during the financial year are doneon arm's length basis. Relevant Form for disclosure of particulars ofcontracts/arrangements entered into by the company with related parties referred to insub-section (1) of section 188 of the Companies Act 2013 is given in Annexure 11 to thisReport.

POSTAL BALLOT

A. The Company is seeking consent of the shareholders through proposed SpecialResoluti'on(s) as contained in the Notice to shareholders dated 16th May 2015and as mentioned hereunder:

1. to borrow money u/s 180 (1) (c) of the Companies Act 2013 upto a sum of Rs.2500000000/- (Rupees Two Hundred and Fifty Crores only);

2. to create charge or mortgage sell/lease or otherwise dispose off the whole orsubstantially the whole of the undertaking(s)and/or asset(s) present and future of theCompany u/s 180 (1) (a) of the Companies Act 2013 to secure borrowings upto a sum ofRs. 2500000000/- (Rupees Two Hundred and Fifty Crores only).

CS Manoj Maheshwari FCS 3355 Practicing Company Secretary is appointed as theScruti'nizer for the Postal Ballot process. The e-voti'ng facility will also be madeavailable in compliance with the applicable provisions of the Companies Act 2013 and theListing Agreement for postal ballot process.

RISK MANAGEMENT

The Company has developed and implemented a risk management policy which encompassespractices relating to identification assessment monitoring and mitigation of variousrisks to key business objectives. The Risk management framework of the Company seeks tominimize adverse impact of risks on our key business objectives and enables the Company toleverage market opportunities effectively.

The various key risks to key business objectives are as follows:

Liquidity Risk: It is the risk that the Company will be unable to meet its financialcommitment to a Bank/ Financial Institution in any location any currency at any point intime. Liquidity risk can manifest in three different dimensions for the Company.

Funding Risk: To replace net outflows due to unanticipated outflows.

Time Risk: To compensate for non receipt of expected inflows of funds.

Call Risk: Due to crystallization of contingent liabilities or inability to undertakeprofitable business opportunities when desirable.

Interest Rate Risk: It is the risk where changes in market interest rates mightadversely affect the Company's financial condition. The short term/immediate impact ofchanges in interest rates are on the Company's Net Interest Income (NII). On a longerterm changes in interest rates impact the cash flows on the assets liabilities andoff-balance sheet items giving rise to a risk to the net worth of the Company arising outof all repricing mismatches and other interest rate sensitive positions.

NOMINATION AND REMUNERATION POLICY

This Nomination and Remuneration Policy (the "Policy") applies to the Boardof Directors (the "Board") Key Managerial Personnel (the "KMP") andthe Senior Management Personnel of BFL Developers Limited (the "Company").

"Key Managerial Personnel" (KMP) means—

(i) the Chief Executive Officer or the Managing Director or the Manager

(ii) the Company Secretary;

(iii) the Whole-time Director:

(iv) the Chief Financial Officer; and

(v) such other officer as may be prescribed;

The term "Senior Management Personnel" means to include all members otherthan the Directors and KMPs of the Company who are members of management one level belowthe Executive Directors.

This Policy is in compliance with Section 178 of the Companies Act 2013 read alongwith the applicable rules thereto and Clause 49 under the Listing Agreement and includesformal evaluation framework of the Board.

1. Purpose

The primary objective of the Policy is to provide a framework and set standards for thenomination remuneration and evaluation of the Directors Key Managerial Personnel andofficials comprising the senior management. The Company aims to achieve a balance ofmerit experience and skills amongst its Directors Key Managerial Personnel and SeniorManagement.

2. Accountabilities

2.1 The Board is ultimately responsible for the appointment of Directors and KeyManagerial Personnel.

2.2 The Board has delegated responsibility for assessing and selecting the candidatesfor the role of Directors Key Managerial Personnel and the Senior Management of theCompany to the Nomination and Remuneration Committee which makes recommendations &nominations to the Board.

3. Nomination and Remuneration Committee

The Nomination and Remuneration Committee is responsible for:

3.1 reviewing the structure size and composition (including the skills knowledge andexperience) of the Board at least annually and making recommendations on any proposedchanges to the Board to complement the Company's corporate strategy with the objective todiversify the Board;

3.2 identifying individuals suitably qualified to be appointed as the KMPs or in thesenior management of the Company;

3.3 recommending to the Board on the selection of individuals nominated forDirectorship;

3.4 making recommendations to the Board on the remuneration payable to theDirectors/KMPs/Senior Officials so appointed/reappointed;

3.5 assessing the independence of independent directors;

3.6 such other key issues/matters as may be referred by the Board or as may benecessary in view of the Listing Agreement and provision of the Companies Act 2013 andRules thereunder.

3.7 to make recommendations to the Board concerning any matters relating to thecontinuation in office of any Director at any time including the suspension or terminationof service of an Executive Director as an employee of the Company subject to the provisionof the law and their service contract;

3.8 ensure that level and composition of remuneration is reasonable and sufficientrelationship of remuneration to performance is clear and meets appropriate performancebenchmarks;

3.9 to devise a policy on Board diversity;

3.10 to develop a succession plan for the Board and to regularly review the plan;

The Nomination and Remuneration Committee comprises of the following:

a) The Committee shall consist of a minimum 3 non-executive directors at leastone-half of them being independent.

b) Minimum two (2) members shall constitute a quorum for the Committee meeting.

c) Membership of the Committee shall be disclosed in the Annual Report.

d) Term of the Committee shall be continued unless terminated by the Board ofDirectors.

CHAIRMAN

a) Chairman of the Committee shall be an Independent Director.

b) Chairperson of the Company may be appointed as a member of the Committee but shallnot be a Chairman of the Committee.

c) In the absence of the Chairman the members of the Committee present at the meetingshall choose one amongst them to act as Chairman.

d) Chairman of the Nomination and Remuneration Committee meeting could be present atthe Annual General Meeting or may nominate some other member to answer the shareholders'queries.

COMMITTEE MEMBERS' INTERESTS

a) A member of the Committee is not entitled to be present when his or her ownremuneration is discussed at a meeting or when his or her performance is being evaluated.

b) The Committee may invite such executives as it considers appropriate to be presentat the meetings of the Committee.

VOTING

a) Matters arising for determination at Committee meetings shall be decided by amajority of votes of Members present and voting and any such decision shall for allpurposes be deemed a decision of the Committee.

b) In the case of equality of votes the Chairman of the meeting will have a castingvote.

4. Appointment of Directors/KMPs/Senior Officials

4.1 Enhancing the competencies of the Board and attracting as well as retainingtalented employees for role of KMP/ a level below KMP are the basis for the Nomination andRemuneration Committee to select a candidate for appointment to the Board. Whenrecommending a candidate for appointment the Nomination and Remuneration Committee hasregard to:

- assessing the appointee against a range of criteria which includes but not be limitedto qualifications skills regional and industry experience background and otherqualities required to operate successfully in the position with due regard for thebenefits from diversifying the Board;

- the extent to which the appointee is likely to contribute to the overalleffectiveness of the Board work constructively with the existing directors and enhancethe efficiencies of the Company;

- the skills and experience that the appointee brings to the role of KMP/SeniorOfficial and how an appointee will enhance the skill sets and experience of the Board as awhole;

- the nature of existing positions held by the appointee including directorships orother relationships and the impact they may have on the appointee's ability to exerciseindependent judgment;

4.2 Personal specifications:

- Degree holder in relevant disciplines;

- Experience of management in a diverse organization;

- Excellent interpersonal communication and representational skills;

- Demonstrable leadership skills;

- Commitment to high standards of ethics personal integrity and probity;

- Commitment to the promotion of equal opportunities community cohesion and health andsafety in the workplace;

- Having continuous professional development to refresh knowledge and skills.

5. Letters of Appointment

Each Director/KMP/Senior Officials is required to sign the letter of appointment withthe Company containing the terms of appointment and the role assigned in the Company.

6. Remuneration of Directors Key Managerial Personnel and Senior Management

The guiding principle is that the level and composition of remuneration shall bereasonable and sufficient to attract retain and motivate Directors Key ManagementPersonnel and other senior officials.

The Directors Key Management Personnel and other senior official's salary shall bebased & determined on the individual person's responsibilities and performance and inaccordance with the limits as prescribed statutorily if any.

The Nominations & Remuneration Committee determines individual remunerationpackages for Directors KMPs and Senior Officials of the Company taking into accountfactors it deems relevant including but not limited to market business performance andpractices in comparable companies having due regard to financial and commercial health ofthe Company as well as prevailing laws and government/other guidelines. The Committeeconsults with the Chairman of the Board as it deems appropriate. Remuneration of theChairman is recommended by the Committee to the Board of the Company.

(i) Remuneration:

a) Base Compensation (fixed salaries)

Must be competitive and reflective of the individual's role responsibility andexperience in relation to performance of day-to-day activities usually reviewed on anannual basis; (includes salary allowances and other statutory/non-statutory benefitswhich are normal part of remuneration package in line with market practices).

b) Variable salary:

The Committee may in its discretion structure any portion of remuneration to linkrewards to corporate and individual performance fulfillment of specified improvementtargets or the attainment of certain financial or other objectives set by the Board. Theamount payable is determined by the Committee based on performance against pre-determinedfinancial and non-financial metrics.

(ii) Statutory Requirements:

Section 197(5) provides for remuneration by way of a fee to a director for attendingmeetings of the Board of Directors and Committee meetings or for any other purpose as maybe decided by the Board.

Section 197(1) of the Companies Act 2013 provides for the total managerialremuneration payable by the Company to its directors including managing director andwhole time director and its manager in respect of any financial year shall not exceedeleven percent of the net profits of the Company computed in the manner laid down inSection 198 in the manner as prescribed under the Act.

The Company with the approval of the Shareholders and Central Government may authorisethe payment of remuneration exceeding eleven percent of the net profits of the companysubject to the provisions of Schedule V.

The Company may with the approval of the shareholders authorise the payment ofremuneration upto five percent of the net profits of the Company to its anyone ManagingDirector/Whole Time Director/Manager and ten percent in case of more than one suchofficial.

The Company may pay remuneration to its directors other than Managing Director andWhole Time Director upto one percent of the net profits of the Company if there is amanaging director or whole time director or manager and three percent of the net profitsin any other case.

The net profits for the purpose of the above remuneration shall be computed in themanner referred to in Section 198 of the Companies Act 2013.

6.1 The Independent Directors shall not be entitled to any stock option and may receiveremuneration by way of fee for attending meetings of the Board or Committee thereof or forany other purpose as may be decided by the Board. The siffing fee to the IndependentDirectors shall not be less than the siffing fee payable to other directors.

6.2 The remuneration payable to the Directors shall be as per the Company's policy andshall be valued as per the Income Tax Rules.

6.3 The remuneration payable to the Key Managerial Personnel and the Senior Managementshall be as may be decided by the Board having regard to their experience leadershipabilities initiative taking abilities and knowledge base.

FORMAL ANNUAL EVALUATION

The evaluati'on/assessment of the Directors KMPs and the senior officials of theCompany is to be conducted on an annual basis and to satisfy the requirements of theCompanies Act 2013.

The following criteria assist in determining how effective the performances of theDirectors/KMPs/ Senior officials have been:

Leadership & stewardship abilities;

Contributing to clearly define corporate objectives &plans;

Communication of expectations & concerns clearly withsubordinates;

obtain adequate relevant & timely information from external sources;

review & approval achievement of strategic and operational plansobjectives budgets;

regular monitoring of corporate results against projections ;

identify monitor & mitigate significant corporate risks ;

assess policies structures & procedures ;

direct monitor & evaluate KMPs senior officials ;

review management's succession plan ;

effective meetings ;

assuring appropriate board size composition independence structure ;

clearly defining roles & monitoring activities of committees;

review of corporation's ethical conduct.

Evaluation on the aforesaid parameters was conducted by the Independent Directors foreach of the Executi've/Non-Independent Directors in a separate meeting of the IndependentDirectors.

The Board evaluated/assessed each of the Directors along with its own performance andthat of the committees on the aforesaid parameters.

ASSOCIATE COMPANIES

During the year under review Jaisukh Developers Private Limited ceased to be anassociate Company.

FIXED DEPOSITS

The Company has not invited or accepted any fixed deposit from the public during theyear under review.

INTERNAL FINANCIAL CONTROL SYSTEMS

The Company has put in place an adequate system of internal control commensurate withits size and nature of business. These systems provide a reasonable assurance in respectof providing financial and operational information complying with applicable statutessafeguarding of assets of the Company and ensuring compliance with corporate policies. TheAudit Committee reviews adherence to internal control systems and internal audit reports.

COMPOSITION OF AUDIT COMMITTEE

The Audit Committee comprises of 3 (three) Non-executive &Independent Director andas on March 31 2015 was chaired by Mr. Mahendra Kumar Dugar.

The details of the composition of the Committee are set out in the following table:

Name of Member Category Category
Mr. Mahendra Kumar Dugar Non-Executive & Independent Director Chairman
DIN:00022381
Mr. Puneet Kumar Gupta Non-Executive & Independent Director Member
DIN:00019971
Mr. Surendra Mehta Non-Executive & Independent Director Member
DIN:00298751

TERMS OF REFERENCE OF AUDIT COMMITTEE:

The terms of reference of the Audit Committee inter alia include the following:

the recommendation for appointment remuneration and terms of appointment ofauditors of the Company;

review and monitor the auditor's independence and performance andeffectiveness of audit process;

examination of the financial statement and the auditors' report

approval or any subsequent modification of transactions of the Company withrelated parties;

scrutiny of inter-corporate loans and investments;

valuation of undertakings or assets of the Company wherever it isnecessary;

evaluation of internal financial controls and risk management systems;

monitoring the end use of funds raised through public offers and relatedmatters.

VIGIL MECHANISM

In May 2014 the Board adopted and implemented the vigil mechanism/whistleblowerpolicy that adopts global best practices. We have established a vigil mechanism forDirectors and employees to report concerns and unethical behavior actual or suspectedfraud or violation of our code of conduct and ethics. It also provides for adequatesafeguards against the victimization of persons who use such mechanism and make provisionfor direct access to the chairperson of the Audit Committee in exceptional cases.

The functioning of the vigil mechanism is reviewed by the Audit Committee from time totime.

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGO

The operations of your company are not energy intensive. Furthermore the Companybeing a non-banking finance company (NBFC) does not have any manufacturing activity Thedirectors therefore have nothing to report on 'conservation of energy and technologyabsorption'.

The particulars relating to foreign exchange earnings and outgo are NIL.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to sub section 3 (c) of Section 134 of the Companies Act 2013 the Board ofDirectors of the Company hereby state and confirm that:

i. in the preparation of the annual accounts for the year ended March 31 2015 theapplicable accounting standards have been followed and there are no material departuresfrom the same;

ii. the directors have 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 at the end of the financial year and ofthe profit and loss of the company for that period;

iii. the directors have taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of this Act for safeguardingthe assets of the company and for preventing and detecting fraud and other irregularities;

iv. the directors have prepared the annual accounts on a going concern basis;

v. the directors have laid down internal financial controls to be followed by thecompany and that such internal financial controls are adequate and were operatingeffectively; and;

vi. the directors have devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITIONAND REDRESSAL) ACT 2013

Your Company has always believed in providing a safe and harassment free workplace forevery individual working in its premises through various interventions and practices. TheCompany always endeavors to create and provide an environment that is free fromdiscrimination and harassment including sexual harassment.

The Company has in place an Anti-Sexual Harassment Policy in line with the requirementsof The Sexual Harassment of Women at the Workplace (Prevention Prohibition &Redressal) Act 2013. Internal Complaints Committee (ICC) has been set up to redresscomplaints received regarding sexual harassment. All employees (permanent contractualtemporary trainees) are covered under this policy.

The following is a summary of sexual harassment complaints received and disposed offduring the year 2014-15

• Number of complaints received: NIL

• Number of complaints disposed off: NIL

EXTRACT OF THE ANNUAL RETURN

Relevant extract of annual return in form no. MGT-9 as on the financial year ended onMarch 31 2015 is given in Annexure III to this Report.

EMPLOYEE REMUNERATION

(A) None of the employees of the company was in receipt of the remuneration exceedingthe limits prescribed u/s 197 (12) read with rule 5 sub-rule 2 of The Companies(Appointment and Remuneration of Managerial Personnel) of the Companies Act 2013 duringthe year under review.

(B) The ratio of the remuneration of each director to the median employee'sremuneration and other details in terms of sub-section 12 of Section 197 of the CompaniesAct 2013 read with Rule 5(1) of The Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 are forming part of this report as Annexure IV.

MANAGEMENT DISCUSSION & ANALYSIS AND CORPORATE GOVERNANCE REPORT

As per the SEBI Circular CIR/CFD/POLICY CELL/7/2014 dated 15thSeptember 2014 compliance with the provisions of Clause 49 is not mandatory for the timebeing in respect of the following class of companies:

a. Companies having paid up equity share capital not exceeding Rs.10 crore and NetWorth not exceeding Rs.25 crore as on the last day of the previous financial year;

b. Companies whose equity share capital is listed exclusively on the SME and SME-ITPPlatforms.

As such our Company falls in the ambit of aforesaid exemption (a); hence compliancewith the provisions of Clause 49 of the Listing Agreement is not mandatory for yourCompany.

Consequently Management Discussion & Analysis report and Corporate GovernanceReport under Clause 49 of the Listing Agreement does not forms part of the Annual Reportfor the Financial Year 201415.

LISTING OF SECURITIES

The Equity shares of the company were listed with the Jaipur Stock Exchange LimitedAhmedabad Stock Exchange Limited and Calcutta Stock Exchange Limited. However the SEBIvide its exit order no.WTM/RKA/MRD/20/2015 dated March23d 2015 withdrew therecognition granted to Jaipur Stock Exchange Limited. Consequently the Jaipur StockExchange Limited has been de-recognized w.e.f March23rd 2015.

Further Ahmedabad Stock Exchange Ltd. is in the process of de-recognition as per exitcircular issued by the SEBI.

At present the Equity shares of the company are listed with the Ahmedabad StockExchange Limited and Calcutta Stock Exchange Limited.

Further the Company has initiated process of Direct Listing with BSE Ltd under theDirect Listing norms.

ACKNOWLEDGEMENTS

Your Board acknowledges with appreciation the invaluable support provided by theCompany's stakeholders auditors advisors and business partners all its customers fortheir patronage. Your Board records with sincere appreciation the valuable contributionmade by employees at all levels and looks forward to their continued commitment to achievefurther growth and take up more challenges that the Company has set for the future.

DATE: 16.05.2015

FOR AND ON BEHALF OF THE BOARD

PLACE: JAIPUR
SOBHAG DEVI BAID MAHENDRA KUMAR BAID
(Director) (Managing Director)
DIN:00019831 DIN:00009828

ANNEXURES TO THE DIRECTORS' REPORT

ANNEXURE-I

Form No. MR-3

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 of Managerial Personnel) Rules 2014]

To

The Members

BFL Developers Limited

CIN: L45201RJ1995PLC010646

1 Tara Nagar Ajmer Road

Jaipur- 302 006.

We have conducted the secretarial audit of the compliance of applicable statutoryprovisions and the adherence to good corporate practices by BFL Developers Limited (hereinaftercalled "the Company"). Secretarial Audit was conducted in a manner that providedus a reasonable basis for evaluating the corporate conducts/statutory compliances andexpressing 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 March 31 2015 complied withthe statutory provisions listed hereunder and also that the Company has properBoard-processes and compliance-mechanism in place to the extent in the manner and subjectto 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 March 31 2015 accordingto the provisions of:

(i) The Companies Act 2013 (the Act) and the rules made thereunder;

(ii) The Securities Contracts (Regulation) Act 1956 ('SCRA') and the rules madethereunder;

(iii) The Depositories Act 1996 and the Regulations and Bye-laws framed thereunder;

(iv) 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;and

(c) The Securities and Exchange Board of India (Registrars to an Issue and ShareTransfer Agents) Regulations 1993 regarding the Companies Act and dealing with client.

We have also examined compliance with the applicable clauses of The Listing Agreementsentered into by the Company with Stock Exchanges.

During the period under review the Company has generally complied with the provisionsof the Act Rules Regulations Guidelines etc. as mentioned above.

During the period under review provisions of the following regulations were notapplicable to the Company:

a) Foreign Exchange Management Act 1999 and the rules and regulations made thereunderto the extent of Foreign Direct Investment Overseas Direct Investment and ExternalCommercial Borrowings;

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

c) The Securities and Exchange Board of India (Employee Stock Option Scheme andEmployee Stock Purchase Scheme) Guidelines 1999;

d) The Securities and Exchange Board of India (Issue and Listing of Debt Securities)Regulations 2008;

e) The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations2009; and

f) The Securities and Exchange Board of India (Buyback of Securities) Regulations1998.

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; if any 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 not undertaken anyevent/acti'on having a major bearing on the Company's affairs in pursuance of the abovereferred laws rules regulations guidelines standards etc.

We further report that during the audit period the Company has initiated process ofDirect Listing with BSE Ltd under the Direct Listing norms.

Place: Jaipur For V.M. & Associates
Date: 16.05.2015 Company Secretaries
CS Vikas Mehta
ACS No.: 28964
C P No.12789

ANNEXURE-II

Form No. AOC-2

(Pursuant to clause (h) of sub-section (3) of section 134 of the Act and Rule8(2) of the 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 transactions under third proviso thereto

1. Details of contracts or arrangements or transactions not at arm's length basis: NIL

(a) Name(s) of the related party and nature of relationship: N.A.

(b) Nature of contracts/arrangements/transacti'ons: N.A.

(c) Duration of the contracts/arrangements/transacti'ons: N.A.

(d) Salient terms of the contracts or arrangements or transactions including the valueif any: N.A.

(e) Justification for entering into such contracts or arrangements or transactions:N.A.

(f) Date(s) of approval by the Board: N.A.

(g) Amount paid as advances if any: N.A.

(h) Date on which the special resolution was passed in general meeting as requiredunder first proviso to section 188: N.A.

2. Details of material contracts or arrangement or transactions at arm's length basis:NIL

(a) Name(s) of the related party and nature of relationship: N.A.

(b) Nature of contracts/arrangements/transacti'ons: N.A.

(c) Duration of the contracts/arrangements/transacti'ons: N.A.

(d) Salient terms of the contracts or arrangements or transactions including the valueif any: N.A.

(e) Date(s) of approval by the Board if any: N.A.

(f) Amount paid as advances if any: N.A.

FOR AND ON BEHALF OF THE BOARD
MAHENDRA KUMAR BAID SOBHAG DEVI BAID
(Managing Director) (Director)
DIN:00009828 DIN: 00019831

ANNEXURE-IV

Analysis of Managerial Remuneration

Pursuant to Section 197(12) of the Companies Act 2013 read with Rule 5(1) of TheCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 thestatistical analysis of the remuneration paid to Directors and Key Managerial Personnel(KMP) as against the other employees of the company and with respect to the performance ofthe company (PAT) is given below:-

1. The ratio of the remuneration of each director to the median remuneration of theemployees of the company for the financial year 2014-15:- None of the Directors were paidremuneration in the financial year 2014-15.

2. The percentage increase in remuneration of each director Chief Financial OfficerChief Executive Officer Company Secretary or Manager if any in the financial year2014-15:- Since none of the employees were paid remuneration in the financial year2014-15 therefore there is no increase in remuneration during the year.

However the Company has appointed Company Secretary w.e.f. 02.02.2015 for whichincrease in remuneration cannot be calculated for the financial year 2014-15.

3. The percentage increase in the median remuneration of employees in the financialyear 201415:- 100%*

* The Company has paid NIL remuneration in the previous year 2013-14.

4. The number of permanent employees on the rolls of company:- 6

5. The explanation on the relationship between average increase in remuneration andcompany performance :-

The Company's Profit is increased by 48.69% during the financial year 2014-15.In theprevious year the employees were not drawing any salary therefore the relationshipbetween average increase in remuneration and company performance cannot be defined.

6. Comparison of the remuneration of the Key Managerial Personnel against theperformance of the company;-

For the FY 2014-15 KMPs were paid approx 7.11% of the net profit for the year.

7. Variations in the market capitalisation of the company price earning ratio as atthe closing date of current financial year and previous financial year and percentageincrease over decrease in the market quotations of the share of the company in comparisonto the rate at which the company came out with the last public offer in case of listedcompanies and in case of unlisted companies the variations in the net worth of thecompany as at the close of the current financial year and previous financial year :-

Particulars 31.03.2015 31.03.2014
Market Capitalisation* - -
Price Earning Ratio 0.06 0.04

* As iterated above your Company is listed with Ahmedabad Stock Exchange Limited andCalcutta Stock Exchange Limited which do not provide with trading platform and accordinglythe detail pertaining to variations in the market capitalisation of the company is notavailable.

8. Average percentile increase already made in the salaries of employees other than themanagerial personnel in the last financial year and its comparison with the percentileincrease in the managerial remuneration and justification thereof and point out if thereare any exceptional circumstances for increase in the managerial remunerati'on:-

Average % increase in the salary of employees other than Managerial Personnel: - 100%

Average % increase in the Salary of the Managerial Personnel:- NIL

Since the % increase in the Salary of the Managerial Personnel is NIL therefore thecomparison cannot be done.

9. Comparison of the each remuneration of the Key Managerial Personnel against theperformance of the company:

The comparison of remuneration of each of the Key Managerial personnel against theperformance of the Company is as under:-

Particulars % of Net Profit for FY 2014-15
Managing Director NIL
Chief Financial Officer NIL
Company Secretary & Compliance Officer 7.11%

10. The key parameters for any variable component of remuneration availed by thedirectors:- Directors are entitled to get Commission @1% of the Net Profit. However itwas not availed by the Directors for the financial year 2014-15.

11. The ratio of the remuneration of the highest paid director to that of the employeeswho are not directors but received remuneration in excess of the highest paid directorduring the year:-

There is no such employee in the Company. Hence this is not applicable.

12. Affirmation: We hereby confirm that the remuneration paid to employees are as perthe remuneration policy of the company

PLACE: JAIPUR SOBHAG DEVI BAID MAHENDRA KUMAR BAID
DATE: 16.05.2015 (Director) (Managing Director)
DIN:00019831 DIN: 00009828

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