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Bharat Bhushan Finance & Commodity Brokers Ltd.

BSE: 511501 Sector: Financials
NSE: N.A. ISIN Code: INE900A01013
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VOLUME 568
52-Week high 22.69
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P/E 11.67
Mkt Cap.(Rs cr) 5.68
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OPEN 17.50
CLOSE 17.40
VOLUME 568
52-Week high 22.69
52-Week low 9.10
P/E 11.67
Mkt Cap.(Rs cr) 5.68
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Bharat Bhushan Finance & Commodity Brokers Ltd. (BHARATBHUSHAN) - Director Report

Company director report

To

The Members

Bharat Bhushan Finance & Commodity Brokers Limited.

Your Directors have pleasure in presenting their 23rdAnnual Report alongwith the Audited Financial Statement for the year ended on 31st March 2015.

1. FINANCIAL SUMMARY

Your Company's financial performance for fiscal year2015 is summarized in the followingtable:

(` In Lakhs)
Particulars Fiscal 2015 Fiscal 2014
Total Income 85.72 82.40
Profit before depreciation & Tax 53.27 51.17
Depreciation 0.91 1.12
Profit Before Tax 52.37 50.05
Provision for Taxation 9.91 8.62
Profit After Tax 42.45 41.43
Balance Profit B/F from earlier Year 280.77 267.40
Profit available for appropriation 323.22 308.83
APPROPRIATION:
Transfer to Reserve Fund 8.49 8.28
Proposed Dividend 16.90 16.90
Provision for Dividend Tax 3.38 2.87
Profit C/F to Balance Sheet 294.45 280.77

2. OPERATIONAL REVIEW

The Company in the last couple of years has maintained steady growth rate despiteslowdown and uncertainty in the economy.The new government's approach towards theCorporate sector has also resulted in better operational revenue for our Company. TheCompany is engaged in the business of Shares Trading Commodity Trading and Investments inMutual Fund. The Company's financial performance is as under:

• Revenue from Operation increased by 4.6 % to Rs. 7363367/-

• Profit before tax increased by 4.6% to Rs. 5236769/-

• Profit after tax increased by 2.5% to Rs. 4245258/-

3. DIVIDEND

Your Director's are pleased to recommend a Dividend of Rs.0.50 Paisa per equity sharefor the year 2014-15. The proposed dividend subject to approval of Shareholders in theensuring Annual General Meeting of the Companywould result in appropriation ofRs.2028139/-(including Corporate Dividend Tax of Rs.337939/-) out of the profits thusgiving 47.774 % payout from the net profit of the Company. The dividend would be payableto all Shareholders whose names appear in the Register of Members as on the Book ClosureDate.

The Register of Members and Share Transfer books shall remain closed from 21stSeptember2015 to 28thSeptember 2015 (both days inclusive). During the year theunclaimed dividend pertaining to the final dividend for the year ended 2006-07 wastransferred to the Investor Education & Protection Fundpursuant to section 125 of theCompanies Act 2013 after giving due noticeto the Members.

4. TRANSFER TO RESERVES

The Company proposes to transfer Rs. 849052/-to the General Reserve out of the amountavailable for distribution.

5. SHARE CAPITAL

The paid up Equity Share Capital as on 31St March 2015 was Rs.33804000/-During the year under review the company has not issued any further Share Capital.

6. FURTHER ISSUE OF CAPITAL BY WAY OF RIGHT ISSUE

The Board of Directors of the company in their meeting held on 30.07.2015 decided toraise further issue of capital by offering the shares to the existing shareholders of thecompany by right basis in the ratio of 1:2 i.e. one right share for every two equityshares fully paid up held by the equity shareholders of the company.

The purpose of above Right Issue is to raise the additional fund for enhancing thescale of operations of the company. The total number of 1690200 Equity Shares of facevalue of Rs. 10/- each at par will be offered to the existing shareholders of the company.The total paid up capital of the company after such right issue shall stand Increased to5.07 Crore.

7. DEPOSITS

The Company has not accepted any Public Deposits during the Financial Year ended 31stMarch 2015 and your Board of Directors have also passed the necessary Resolution fornon-acceptance of any Public deposits during the Financial Year 2015-16.

8. INTERNAL CONTROL SYSTEMS AND INTERNAL FINANCIAL CONTROL

The Company has an internal Control System commensurate with the size scale andcomplexity of its operations. The scope and authority of the Internal Audit function isdefined in the policies guidelines and procedures laid down for this purpose. To maintainthe objectivity and independence the Internal Audit function reports to the Chairman ofthe Audit Committee of the Board. Based on the report of Internal Auditor correctiveactions in respective areas are taken and thereby strengthen the controls.

The Company has an Internal Financial Control that are adequate and were operatingeffectively internal financial control means the policies and procedures adopted by thecompany for ensuring the orderly and efficient conduct of its business includingadherence to company's policies the safeguarding of its assets the prevention anddetection of frauds and errors the accuracy and completeness of the accounting recordsand the timely preparation of reliable financial information.

9. SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANIES

The Company as on 31st March 2015 has no Subsidiary and Associate Company.

10. CORPORATE GOVERNANCE

As per clause 49 of the Listing Agreement entered with the stock exchange a separatesection on corporate governance practices followed by the company together with a CFOcertificate and a certificate from the company's auditors confirming compliance form anintegral part of this Report attached at Annexure "A"

11. AUDITORS

STATUTORY AUDITOR

The Company's Auditors M/s P.Bholusaria&Co. Chartered Accountants havingregistration no. 000468N who retires at the ensuing Annual General Meeting of the Companyare eligible for reappointment. They have confirmed their eligibility under section 141 ofthe Companies Act 2013 and the Rules framed thereunder for their reappointment asStatutory Auditor of the Company therefore it is proposed to appoint M/sP.Bholusaria& Co. Chartered Accountant as Statutory Auditors of the Company from theconclusion of the forthcoming AGM till the conclusion of next AGM.

SECRETARIAL AUDITOR

Pursuant to the provisions of Section 204 of the Companies Act 2013 and the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Company hasappointed M/s Kavita Pamnani & Associates a firm of Company Secretaries in Practiceto undertake the Secretarial Audit of the Company for the financial year

2014-15. The Report of the Secretarial Audit is annexed herewith in Annexure"B" in format MR-3. There are no qualifications reservation oradverse remarks made by Secretarial Auditors in their Report.

12. VOTING THROUGH ELECTRONIC MEANS

In order to promote the green initiative and in compliance with the provisions ofSection 108 of the Companies Act 2013 read with Rule 20 of the Companies (Management andAdministration) Rules 2014 and Clause 35B of the Listing Agreement the Company is pleasedto provide members facility to exercise their rights to vote at the 23rd AnnualGeneral Meeting of the Company by electronic means and the business may be transactedthrough e-voting services provided by National Securities Depository Limited (NSDL).

13. CHANGES IN DIRECTORS AND KEY MANAGERIAL PERSONNEL

During the year under review there was neither any appointment nor any resignation ofany director on or from the Board of the Company.

The Board of Directors during the year designated Mr. Satish Aggarwal (Manager-Finance)as a Chief Financial Officer (CFO) and Ms. Sonia Luthra as a Company secretary of theCompany as Key-Managerial Personnel pursuant to section 203 of Companies Act 2013 witheffect from 16th July 2014.

In terms of section 152 of the Companies Act 2013 the Board of directors of theCompany recommends the reappointment of Mr. Jogesh Chand Ahuja and Mrs. SantKumari Agrawalas Directors of the company who are liable to retire by rotation at the forthcomingAnnual General meeting and being eligible offer themselves for reappointment.

14. DECLARATION BY AN INDEPENDENT DIRECTOR(S) AND REAPPOINTMENT IF ANY

All Independent Directors have given declarations that they meet the criteria ofIndependence as laid down under section 149(6) of the Companies Act 2013 and Clause 49 ofthe Listing Agreement.

15. COMPANY'S POLICY ON DIRECTOR'S APPOINTMENT AND

REMUNERATION

The nomination and remuneration committee of the company formulated a criteria fordetermining qualification positive attributes and independence of a director andrecommended to the Board a policy relating to the remuneration for the directors keymanagerial personnel and other employees.

The policy of the company on directors' appointment and remuneration includingcriteria's for determining qualifications positive attributes and independence of adirector and other matters provided under subsection (3) of section 178 of the CompaniesAct 2013 adopted by the Board on the recommendation of nomination and remunerationcommittee is appended as Annexure "C"

The Directors hereby affirm that the remuneration provided to all the directors keymanagerial personnel and other employees of the company are in accordance with theremuneration policy of the Company.

16. BOARD EVALUATION

Clause 49 of the Listing Agreement mandates that the Board shall monitor and review theBoard evaluation framework. The Companies Act 2013 states that a formal annual evaluationneeds to be made by the Board of its own performance and that of its committees andindividual directors.

The Board adopted a formal mechanism for evaluating its performance and as well as thatof its committee and individual directors. The exercise was carried out through astructured process covering various aspects of the Boards functioning such as compositionof the Board committees experience & competencies performance of specific duties& obligations governance issues etc. separate exercise was carried out to evaluatethe performance of individual Director including the Board chairperson who was evaluatedon parameters such as attendance contribution at the meetings and otherwise independentjudgment safeguarding of minority shareholders interest etc.

Performance evaluation of the Board as a whole was done by all the directors byconsidering the following:

• The Board diversity

• The qualification and experience of each director

• The decision taken by the Board

• Flow of information between the Board and management.

The evaluation was conducted according to Schedules IV of the Companies Act 2013 whichstates that the performance evaluation of individual director was done by all thedirectors present except director being evaluated.

None of the Independent Directors are due for re-appointment

17. NUMBER OF MEETINGS OF THE BOARD

During the year under review four Board Meetings were held on 14th May2014 16th July 2014 29th October 2014 and 29thJanuary 2015. The gap between any two consecutive meetings did not exceed 120 days.

Further a separate meeting of the Independent Directors of the Company in terms ofprovisions of Section 149 read with Schedule IV of the Companies Act 2013 pertaining toCode for Independent Directors was heldon 30th March 2015 for the year2014-15 to review the performance of the Non-Independent Directors Chairperson and Boardand flow of quality and quantity of information between the Management and Board under thechairmanship of Mr. Varun Saihgal Independent Director.

18. COMMITTEES OF THE BOARD

A) AUDIT COMMITTEE : The Composition of the Committee is as per the followingparticulars:

S.No. Name of the Member Category
1. Mr. Vijay Bhushan Non-Executive Director
2. Mr. Kuldeep Gupta Non-Executive & Independent Director
3. Mr. Ravindra Singh Non-Executive & Independent Director
4. Mr. Varun Saihgal Non-Executive & Independent Director

B) STAKEHOLDER COMMITTEE : The Composition of the Committee is as per the followingparticulars:

S.No. Name of the Member Category
1. Mrs. Nisha Ahuja Non-Executive Director
2. Mr. Jogesh

c. Ahuja

Non-Executive Director
3. Mr. Varun Saihgal Non-Executive & Independent Director

C) NOMINATION & REMUNERATION COMMITTEE : The Composition of the Committee is asper the following particulars:

S.No. Name of the Member Category
1. Mrs. Nisha Ahuja Non-Executive Director
2. Mr. Ravindra Singh Non-Executive & Independent Director
3. Mr. Varun Saihgal Non-Executive & Independent Director

The Board vide its resolution dated 16th July 2014 has formed a committeeto be called Nomination and Remuneration Committee. The Committee had formulated theNomination & Remuneration Policy inter alia for appointment and remuneration of thedirectors key managerial personnel and other employees. The policy has been Reviewed andapproved by the Board.

19. DIRECTORS RESPONSIBILITY STATEMENTS

To the best of our Knowledge based on the representation received from the Managementyour Directors make the following statements in terms of Section 134(3) (C) of theCompanies Act 2013:

a. That in the preparation of the annual financial statements for the year ended 31stMarch 2015 all the applicable accounting standards have been followed along with properexplanation relating to material departures if any;

b. That the directors had selected such accounting policies and applied themconsistently and made judgments and estimates that are reasonable and prudent so as togive a true and fair view of the state of affairs of the company at the end of thefinancial year and of the 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;

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; 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.

20. Extract of the Annual return

As required pursuant to section 92(3) of Companies Act 2013 and rule 12(1) ofCompanies (Management and administration) Rules 2014 an extract of annual return in FormMGT-9 a part of this report is annexed herewith as Annexure "D".

21. PARTICULARS OF LOANS GUARANTEE OR INVESTMENTS

UNDER SECTION 186 OF THE COMPANIES ACT 2013

The provision of Section-186 is not applicable on the Company as in pursuant to SubSection- (11) of Section-186 the Company is exempted.

22. PARTICULARS OF CONTRACTS OR ARRANGEMENT WITH

RELATED PARTIES

The particulars of contracts or arrangements referred to in sub-section (1) of section188 of the Companies Act 2013 and Rule 8 of Companies (Accounts) Rules 2014 are given inForm AOC-2 (Annexure "E")

23. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND

FOREIGN EXCHANGE EARNINGS AND OUTGO

Provisions relating to disclosure of particulars with respect to Conservation of Energyare not applicable on the Company and it has no information to be published regardingTechnology Absorption. The Company has not carried on during the period under report anyactivity relating to exports and has not used or earned any foreign exchange. (Annexure"F")

24. VIGIL MECHANISM / WHISTLE BLOWER POLICY

Pursuant to provision of section 177 of the Companies Act 2013 and Clause 49 of theListing Agreement the Company has established a Vigil Mechanism /Whistle Blower Policyfor directors and employees to report their genuine concerns. The mechanism provides foradequate safeguards against victimization of persons who use such mechanism to report anyunethical behavior and non-compliance within the organization. The mechanism also providesfor the direct access to the Chairman of Audit Committee in appropriate cases. TheProtection of the Whistle Blower is of utmost importance in Bharat Bhushan Finance &Commodity Brokers Limited and the safety and secrecy is done in a systematic way.

25. MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE

FINANCIAL POSITION OF THE COMPANY OCCURRED BETWEEN

THE END OF THE FINANCIAL YEAR TO WHICH THIS FINANCIAL STATEMENTS RELATE AND THE DATE OFTHE REPORT

No material changes and commitments affecting the financial position of the Companyoccurred between the end of the financial year to which this financial statements relateand the date of this report.

26. RISK MANAGEMENT POLICY

Your Company recognizes risk management as an integral component of good corporategovernance and fundamental in achieving its strategic and operational objectives. Itimproves decision-making defines opportunities and mitigates material events that mayimpact shareholder value.

The Board has laid down a risk management policy which contemplates to cover alllocations/verticals and applies to all employees whether full time part time or casualat any level of seniority with in the business. The Company is exposed to a variety ofoperational business and market risks including but not limited to technological changesfinancial risk risk of noncompliance of various statutory requirements upward anddownward trends in the sensex foreign exchange fluctuation interest rates risk andinventory carrying risk. The Company continuously monitors these risks. The objective ofCompany's risk management system is to prepare and maintain a proper strategy to ensurethat risk exposure arising out of business does not result in any financial crisis.

27. CORPORATE SOCIAL RESPONSIBILITY INITIATIVES

The provisions of section 135 of the Act with regard to Corporate SocialResponsibility (CSR) are at present not applicable on the Company.

28. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE

REGULATORS OR COURTS

There are no orders passed by the Regulators/ Courts which would impact the goingconcern status of the Company and its future operations.

29. DETAILS PURSUANT TO SECTION 197(12) OF THE COMPANIES

ACT 2013

Details pursuant to Section 197(12) of the Companies Act 2013 read with theCompanies(Appointment and Remuneration of Managerial Personnel) Rules 2014 form part ofthis Report and as follows:-

A. Ratio of remuneration of each director to the median employee's remuneration. - Nil.
B. Comparison between remuneration to managerial personnel and remuneration to employees. 359400 1208497.
C. Details of employees drawing salary of Rs. 500000/- or more per month. - Nil.
D Details of remuneration to person holding 2% or more of equity shares. - Nil.
E. Details of employees (who are not directors or relatives) posted outside India. - Nil.

30. ACKNOWLEDGMENT

Your Directors would like to express their sincere appreciation for the co-operationpatronage assistance and guidance by their business associates bankers and clients andother business constituents for their continued support throughout the year. YourDirectors also sincerely acknowledge the significant contributions made by the employeesthrough their dedicated services to the Company.

The Board would like to take this opportunity to express its gratitude to you allpartners in our enterprise for your confidence encouragement and unstinting support.

Bhart Bhushan Finance & Commodity Broker Limited For & on Behalf of the Board of Directors
VIJAY BHUSHAN NISHA AHUJA
Place : New Delhi DIRECTOR DIRECTOR
Date :30th July 2015 (DIN NO. 00002421) (DIN No. 00001875)

ANNEXURE ‘A'

CORPORATE GOVERNANCE REPORT

In compliance with corporate governance requirements as specified in Clause 49 of theListing Agreement with Stock Exchange the Company's policies on Corporate Governance andCompliance thereof in respect of specific area as applicable to the Company for theFinancial Year 2014-15 asbelow :

1. Company's philosophy on code of corporate governance

The Company's philosophy on Corporate Governance envisages the adoption of bestbusiness policies and alignment of the highest levels of transparency integrity honestyaccountability and equity in all facets of its operations and in all its interactions withits stakeholders including shareholders bankers government and employees.

The Company is committed to best corporate governance practices which stems not onlyfrom the letter of law but also from the inherent belief of doing business in the rightway. The Company believes that all its actions and operations must serve the underlyinggoal of enhancing overall shareholders value on a sustained basis.

2. BOARD OF DIRECTORS

A) COMPOSITION

The composition of the Board and category of Directors are as follow:

1. Mr. Vijay Bhushan - Non-Executive Director
2. Mrs. Nisha Ahuja - Non-Executive Director
3. Mr. Jogesh C Ahuja - Non-Executive Director
4. Mrs. SantKumari Agrawal - Non-Executive Director
5. Mr. Arun Kumar Garg - Non-Executive Director
6. Mr. Kuldeep Gupta - Non-Executive & Independent Director
7. Mr. Varun Saihgal - Non-Executive & Independent Director
8. Mr. Ravindra Singh - Non-Executive & Independent Director

B) BOARD MEETING HELD DURING THE YEAR

The Board of Directors is responsible for the management of the business and meets atleast once in a quarter for discharging its role and functions and to consider quarterlyperformance of the Company and financial results. During the year under review 4 BoardMeetings were held on 14th May 2014 16th July2014 29thOctober 2014 and 29th January 2015. The gap between any two consecutivemeetings did not exceed 120 days. To enable the Board to discharge its responsibilitieseffectively and take informed decisions the necessary information is made available tothe Board of Directors through agenda. As per the declarations received by the Companynone of the Directors are disqualified under section 164(2) of the Companies Act 2013read with the Companies (Appointment and Qualification of Directors) Rules 2014.

C) ATTENDANCE OF DIRECTORS AT THE BOARD MEETINGS ANNUAL GENERAL MEETING ANDDIRECTORSHIPS IN OTHER

COMPANIES.

S. No Director

Attendance

Other Directorships*

Membership of Committee of other Boards**

Board Meetings last AGM Member Chairman
1. Mr. Vijay Bhushan 4 YES 4 3 3
2. Mrs. Nisha Ahuja 4 YES 3 - -
3. Mr. Jogesh

c. Ahuja

4 NO 1 - -
4. Mrs. Sant Kumari Agrawal 3 NO - - -
5. Mr. Arunkunar Garg 4 NO 1 - -
6. Mr. Kuldeep Gupta 3 YES 2 - -
7. Mr. Ravindra Singh 4 NO 1 - -
8. Mr. VarunSaihgal 4 NO - - -

Note

* All public limited companies whether listed or not shall be included and all othercompanies including private limited companies foreign companies and companies underSection 8 of the Companies Act 2013 shall be excluded.

**In accordance with clause 49 of Listing Agreement only two Committees viz. the AuditCommittee and Stakeholder Relationship Committee of all public limited companies areconsidered.

D) BRIEF RESUME OF THE DIRECTORS BEING RE-APPOINTMENT

AT THE ENSURING ANNUAL GENERAL MEETING

• Mr. Jogesh Ahuja

Mr. Jogesh Ahuja is a commerce graduate from Shri Ram College of Commerce DelhiUniversity having extensive experience in the field of marketing insurance andinvestment. Currently he is also holding the directorship in M/s Bharat Bhushan EquityTraders Limited and M/ s Pushpdeep Builders Private Limited.

Mrs. Santkumari Agrawal

Mrs. SantKumari Agrawal has the experience of more than 25 years of investment inshares.

E) DIRECTORS REMUNERATION

The Company does not pay any remuneration /commission to its Non-Executive Directorsexcept sitting fees for attending the meetings of the Board of Directors and Committeesthereof. Further it has not implemented any Stock Option Scheme. The Company has nopecuniary relationship/ transactions with its Directors during the Financial Year ended 31stMarch 2015

F) Code of conduct

The Board has laid down a Code of Conduct for all Directors and Senior Management ofthe Company which has been posted on the website of the Company i.e.www.bbinvestments.in. All Directors and Senior Management personnel have affirmedcompliance with the code for the year ended 31st March 2015.

3. COMMITTEES OF THE BOARD

A) AUDIT COMMITTEE

TERMS OF REFERENCE OF COMMITTEE

The terms of reference of the Audit Committee are as per the guidelines set out in thelisting agreement with the Stock Exchanges read with Section 177 of the Companies Act2013. These broadly includes

(i) Oversight of the company's financial reporting process

(ii) Recommendation for appointment remuneration and terms of appointment of auditorsof the company (

iii) Reviewing with the management the annual and quarterly financial statements andauditor's report thereon before submission to the board for approval

(iv) Approval or any subsequent modification of transactions of the company withrelated parties

(v) Evaluation of internal financial controls and risk management systems

(vi) Scrutiny of inter-corporate loans and investments etc.

COMPOSITION AND ATTENDANCE

The Audit Committee of the Board comprises of three non-executive independent directorsand one non-executive director. All the members of the committee are financially literate.The composition of the committee is in the accordance of Section 177 of the Companies Act2013 and Clause 49 of the listing agreement as entered into with the Stock Exchange.

During the year ended 31st March 2015 the Audit Committee met 4 times todeliberate on various issues.

The detail of composition of the committee meetings and attendance during the year areas under:

Sr. No. Name of the member Designation Date of meeting and attendance of the member
14.05.2014 16.07.2014 29.10.2014 29.01.2015
1 Mr. Kuldeep Gupta Chairman Yes Yes Yes No
(independent Director)
2 Mr. Ravindra Singh Member Yes Yes Yes Yes
(independent Director)
3 Mr. Varun Saihgal Member Yes Yes Yes Yes
(Independent Director)
4 Mr. Vijay Bhushan Member Yes Yes Yes Yes
(Non-Executive Director)

B) NOMINATION AND REMUNERATION COMMITTEE

The Board vide its resolution dated 16th July 2014 has formed a committeeto be called Nomination and Remuneration Committee. The Committee had formulated theNomination &Remuneration Policy inter alia for appointment and remuneration of thedirectors key managerial personnel and other employees. The policy has been reviewed andapproved by the Board.

Terms of reference of committee

• Formulation of the criteria for determining qualifications positive attributesand Independence of a director and recommend to the Board a policy relating to theremuneration of the directors key managerial personnel and other employees;

• Formulation of criteria for evaluation of Independent Directors and the Board;

• To perform such other functions as may be necessary or appropriate for theperformance of its duties

• To carry out any other function as is mandated by the Board from time to timeand /or enforced by any statutory notification amendment or modification as may beapplicable.

During the year ended 31st March 2015 the Nomination and RemunerationCommittee of the company met 1 time.

The detail of composition of the committee meeting and attendance during the year areas under

Sr. No. Name of the member Designation Attendance of the member in the meeting held on16.07.2014
1 Mr. Varun Saihgal (Independent Director) Chairman Yes
2 Mr. Ravindra Singh(independent Director) Member Yes
3 Mrs.Nisha Ahuja(Non-Executive Director) Member Yes

REMUNERATION POLICY

The nomination and remuneration committee of the company recommend to the Board apolicy relating to the remuneration of the directors key managerial personnel and otheremployees which is appended as Annexure C to the Directors' Report.

DETAILS OF REMUNERATION TO ALL THE DIRECTORS

Sr. No. Name of the Director Category Salary & perquisites Sitting fees
(In Rs.)
1 Mr. Vijay Bhushan Non-Executive Director Nil 16000
2 Mrs. Nisha Ahuja Non-Executive Director Nil 16000
3 Mr. Jogesh c. Ahuja Non-Executive Director Nil 16000
4 Mrs. SantKumari Aggarwal Non-Executive Director Nil 9000
5 Mr. Arun Kumar Garg Non-Executive Director Nil 12000
6 Mr. Kuldeep Gupta Independent Director Nil 15000
7 Mr. Ravindra Singh Independent Director Nil 19000
8 Mr. Varun Saihgal Independent Director Nil 23000

The non-executive directors of the company do not have any pecuniary relationship ortransaction with the company except getting of sitting fees for attending meeting of theBoard and committee.

Details of shares held by the directors

Sr. No. Name of the Director Category No. of shares held As on 31.03.2015
1. Mr. Vijay Bhushan Non-Executive Director 800510
2. Mrs. Nisha Ahuja Non-Executive Director 654976
3. Mr. Jogesh

c. Ahuja

Non-Executive Director 20581
4. Mrs. SantKumari Agrawal Non-Executive Director 1500
5. Mr. Arun Kumar Garg Non-Executive Director Nil
6. Mr. Kuldeep Gupta Independent Director Nil
7. Mr. Ravindra Singh Independent Director Nil
8. Mr. Varun Saihgal Independent Director Nil

C) STAKEHOLDER GRIEVANCE COMMITTEE

COMPOSITION AND ATTENDANCE

The Stakeholder/ Investor Grievance Committee of the Board comprises oftwoNon-Executive Directors and one Independent Director in accordance of the CompaniesAct 2013 and Clause 49 of the Listing Agreement.

During the year ended 31st March 2015 the Stakeholder Grievance Committeemet 4 times to deliberate on various issues.

The detail of composition of the committee meetings and attendance during the year areas under:

Sr. No. Name of the member Designation Date of meeting and attendance of the member
14.05.2014 16.07.2014 29.10.2014 29.01.2015
1 Mrs. Nisha Ahuja Chairman Yes Yes Yes Yes
(Non-ExecutiveDirector)
2 Mr. Jogesh c. Ahuja Member Yes Yes Yes Yes
(Non-Executive Director)
3 Mr. Varun Saihgal Member Yes Yes Yes Yes
(Independent Director)

Status of redressalof Investor Grievances

During the year the Company received 21 requests/ complaints from shareholders. All thecomplaints were attended immediately and resolved to the satisfaction of theshareholders.There were no complaints outstanding as on 31st March 2015.

Quarter Ended Received Disposed off Pending
30.06.2014 5 5 Nil
30.09.2014 3 3 Nil
31.12.2014 5 5 Nil
31.03.2015 8 8 Nil

The Company has been taking all steps to ensure that Shareholder's / Investor'sGrievance activities are given due priority and matters/ issues are resolved at theearliest. The Committee reviews complaints received and appropriate action is takenpromptly. The Committee also oversees the performance of the Registrars and TransferAgents and recommends measures to improve the level of investor services. To resolve andredress the investors' complaints an exclusive Email ID was created namelyinvestorgrievance@bharatbhushan.com on which the investors will be able to register theircomplaints and also take necessary follow-up actions thereon. The said Email ID has alsobeen posted on the website. The Company Secretary acts as a Compliance Officer of theCompany.

4. SEPARATE MEETING OF INDEPENDENT DIRECTOR

A separate meeting of the Independent Directors of the Company in terms of provisionsof Section 149 read with Schedule IV of the Companies Act 2013 pertaining to Code forIndependent Directors was heldon 30th March 2015 for the year 2014-15 underthe chairmanship of Mr. Varun Saihgal. All the independent directors were present in suchmeeting.

The meeting reviewed the following aspects-:

(i) The performance of non-independent directors and the Board as a whole;

(ii) The performance of the Chairperson of the company taking into account the viewsof non-executive directors of the company; and

(iii) The quality quantity and timeliness of flow of information between the companymanagement and the Board that is necessary to take the Board to take effectively andreasonably perform their duties.

5. CRITERIA FOR PERFORMANCE EVALUATION OF INDEPENDENT DIRECTORS

The evaluation of independent directors was carried out by the entire Board.

The Nomination and Remuneration Committee laid down the following criteria forevaluation of the performance of the directors including independent directors and theoverall Board broadly on the basis of below mentioned criteria: The performance ofindependent directors shall be evaluated by assigning rating on each parameter. The ratingscale is as under:

Scale Performance
5 Exceptionally good
4 Good
3 Satisfactory
2 Needs Improvement
1 Unacceptable

Parameters are:

I. Compliance with Article of Association Companies Act and other laws.

II. Compliance with ethical standard & code of conduct of company.

III. Rendering independent unbiased opinion.

IV. Attendance & presence in meetings of Board & Committees.

V. Leadership qualities.

VI. Safeguard of stakeholders' interest.

VII. Updation off skills and knowledge

VIII.Raising of Concerns to the Board.

IX. Team work attributes

X. Safeguard of confidential information

6. GENERAL BODY MEETINGS

The details of the Annual General Meetings (AGM) of the Company held during the lastthree years are as under:

Fiscal Year Date Time Venue
2011-12 28.09.2012 11.00 A.M. Shri Purushottam Hindi Bhawan
2012-13 23.09.2013 11.00 A.M. 11 Vishnu Digmbar Marg
2013-14 25.09.2014 11.00 A.M. New Delhi – 110 002

Pursuant to the provisions of section 108 of the Companies Act 2013 read with Rule 20of the Companies (Management & Administration) Rules 2014 the Company had providedan electronic voting facility to members of the Company in respect of businesses to betransacted at the 22ndAGM. The e-voting period commenced on 18thSeptember2014 to 22nd September 2014.

Ms. KavitaPamnani proprietor of M/s. KavitaPamnani& Associates Practicing CompanySecretarywas appointed as the Scrutinizer for scrutinizing the process of electronic andvoting by poll in a fair and transparent manner.

The results of e-voting and poll alongwith poll were posted on the company's websitewww.bbinvestments.in.

7. Disclosures:

A) Disclosures on materially significant related party transactions i.e. transactionsof the Company of material nature with its promoters the directors or the managementtheir subsidiaries or relatives etc. that may have potential conflict with the interestsof the company at large.

None of the transactions with any of the related parties were in conflicts withinterest of the Company.

B) Details of non-compliance by the Company penalties and strictures imposed on theCompany by Stock Exchanges or SEBI or any statutory authority on any matterrelated tocapital markets during the last three years.

The Company has complied with all the requirements of the Listing Agreement with theStock Exchanges as well as regulations and guidelines of SEBI. No penalties have beenlevied orStrictures have been passed by SEBI Stock Exchanges or any other statutoryAuthority on matters relating to capital markets in the last three years.

8. DETAILS OF COMPLIANCE WITH MANDATORY REQUIREMENTS AND ADOPTION OF THENON-MANDATORY REQUIREMENTS OF THIS CLAUSE.

The company has complied with all the mandatory requirements of clause 49 of thelisting agreement.

9. MEANS OF COMMUNICATION QUARTERLY RESULTS

Pursuant to the Clause 41 of the Listing Agreement of the Company with the StockExchanges the Company regularly intimated Quarterly Unaudited as well as Auditedfinancial results to Stock Exchanges immediately after the same are reviewed by the AuditCommittee and approved by the Board of Directors. These results were published in"The Pioneer" (English) and "Vir Arjun" (Hindi) at Delhi.

10. GENERAL SHAREHOLDER INFORMATION

1) ANNUAL GENERAL MEETING

Date : 28thSeptember 2015
Day : Monday
Venue : Shri Purushottam Hindi Bhawan
11 Vishnu Digmbar Marg
New Delhi – 110 002
Time : 11.00 A.M.

2) Announcement of Quarterly Results during the year ended 31.03.2015

Quarter Ended Date of Announcement
June 2014 16th July 2014
September 2014 29th October 2014
December 2014 29th January 2015
March 2015 25th May 2015

3) Announcement of quarterly results for the year ended 31.03.2016

Quarter Ended Tentative dates of Announcement
June 2015 Last Week of July 2015
September 2015 Last Week of October 2015
December 2015 last week of January 2016
March 2016 last week of May 2016

4) BOOK CLOSURE

The dates of the Book Closure are from 21st September 2015 to 28thSeptember2015 (both days inclusive) for determining the names of members eligible for dividend onEquity Shares if declared at the Annual General Meeting.

5) DIVIDEND

Your Directors recommended payment of dividend Rs. 0.50 paisa per Equity Share subjectto the declaration by Shareholders in the ensuring Annual General Meeting and will be paidon or after 28thSeptember 2015

6) LISTING ON STOCK EXCHANGE

A. Equity Shares listed on : Bombay Stock Exchange limited

b. Listing Fees has Been paid to Bombay Stock Exchange for the fiscal year 2015-2016

c. Stock Code

• Trade Symbol at Stock Exchange : Bombay Stock Exchange

Scrip ID :BHARAT
Scrip Code :511501

Demat ISIN in NSDL and CDSL : INE900A01013

7) STOCK MARKET DATA

The monthly high low of price of shares of the company during the fiscal year April2014 to March 2015 is as under:

Period Bombay Stock Exchange
Highest Price Lowest Price Number of Shares traded
April 2014 12.00 9.25 2590
May 2014 12.45 9.80 10766
June 2014 14.75 11.39 19588
July 2014 14.04 10.15 13881
August 2014 13.50 10.50 5538
September 2014 11.44 9.32 19851
October 2014 12.59 9.78 19903
November 2014 11.31 9.74 6033
December 2014 11.48 9.55 17652
January 2015 10.92 9.86 19775
February 2015 11.59 9.40 22715
March 2015 11.00 8.95 8249

9) SHARE PRICE PERFORMANCE IN COMPARISON TO BROAD BASED INDICES-BSE SENSEX

Company's Share price performance in comparison to BSE Sensex for the Fiscal year2014-15

Period Company'sShare Price BSE Sensex
April 2014 120.00% 100.14%
May 2014 120.53% 108.18%
June 2014 132.10% 113.52%
July 2014 120.00% 115.67%
August 2014 114.21% 118.99%
September 2014 103.79% 118.96%
October 2014 119.37% 124.48%
November 2014 102.63% 128.18%
December 2014 110.53% 122.84%
January 2015 113.58% 130.36%
February 2015 113.79% 131.16%
March 2015 103.68% 124.89%

10) REGISTRAR AND SHARE TRANSFER AGENTS

FOR SHARES HELD IN PHYSICAL MODE / DEPOSITORY MODE

M/s Alankit Assignments Ltd. 1E/13 Alankit House JhandewalanExtn. New Delhi –110 055.

Tel: 23541234/42541234 Email: rta@alankit.com

11) SHARE TRANSFER SYSTEM

The Company's Registrars and Share Transfer Agents M/s Alankit Assignments Ltdhaving its registered office at 1E/13 Alankit Heights JhandewalanExtn. New Delhi –110 055 have adequate Infrastructure to process the share transfers. Share transfer isusually affected within a maximum period of 7 days from the date of receipt if thedocuments submitted are in order. The Board of directors confirms all sharetransfers/transmission. In the dematsegment as well Alankit is acting as Registrar forproviding the connectivity with National Securities Depository Limited (NSDL) and CentralDepository Services (India) Limited (CDSL).

12) DEMATERIALIZATION OF SHARES

The shares of the Company are available under dematerialization form with NationalSecurities Depository Limited (NSDL) and Central Depository Services (India) Ltd. (CDSL).The Company's shares are compulsorily traded in dematerialized form as per SEBIguidelines.

The following data indicates the extent of dematerialization of the Company's Shares:

Year Ended No. of Shares Dematerialized % of the Total Shares
31.03.2014 2758099 81.59%
31.03.2015 2787599 82.46%

13) DISTRIBUTION OF SHAREHOLDING AS ON 31st MARCH 2015

Share holding of nominal value Shareholders Share/ Debenture
Rupees Number % To Total Rupees % to total
(1) (2) (3) (4) (5)
Upto 5000 3331 87.222 6802260 20.123
5001 – 10000 286 7.489 2392780 7.078
10001 – 20000 101 2.645 1486890 4.399
20001 – 30000 35 0.916 877670 2.596
30001 – 40000 17 0.445 627880 1.857
40001 – 50000 11 0.288 513440 1.519
50001 – 100000 19 0.498 1259350 3.725
100001 and above 19 0.498 19843730 58.702
Total 100.00 33804000 100.00

14. SHAREHOLDING PATTERN AS ON MARCH 31 2015

Category code Category of Shareholder Number of Shareholders Total number of Shares
(I) (II) (III) (IV)
(A) Shareholding of Promoter and Promoter Group2
1 Indian
(a) Individuals/ Hindu Undivided Family 16 1817042
(b) Central Government/ State Government(s) 0 0
(c) Bodies Corporate 0 0
(d) Financial Institutions/ Banks 0 0
(e) Any Others(Specify) 0 0
(e-i)
(e-ii)
Sub Total(A)(1) 16 1817042
2 Foreign
a Individuals (Non-Residents Individuals/Foreign
Individuals) 0 0
b Bodies Corporate 0 0
c Institutions 0 0
d Qualified Foreign Investor 0 0
e Any Others (Specify) 0 0
e-i
e-ii
Sub Total(A)(2) 0 0
Total Shareholding of Promoter and Promoter Group (A)= (A)(1)+(A)(2) 16 1817042

 

Category code Category of Shareholder Number of Shareholders Total number of Shares
(B) Public shareholding
1 Institutions
(a) Mutual Funds/ UTI 1 500
(b) Financial Institutions / Banks 0 0
(c) Central Government/ State Government(s) 0 0
(d) Venture Capital Funds 0 0
(e) Insurance Companies 0 0
(f) Foreign Institutional Investors 0 0
(g) Foreign Venture Capital Investors 0 0
(h) Qualified Foreign Investor 0 0
(i) Any Other (specify)
(i-ii)
(i-ii)
Sub-Total (B) (1) 1 500
B 2 Non-institutions
(a) Bodies Corporate 81 102715
(b) Individuals
I Individuals - i. Individual shareholders holding
nominal share capital up to Rs 1 lakh 3682 1291897
II ii. Individual shareholders holding nominal share
capital in excess of Rs. 1 lakh. 7 122909
(c) Qualified Foreign Investor 0 0
(d) Any Other (specify)
(d-i) Non Resident Indian 31 32837
(d-ii) Corporate Body (OCB) 1 12500
Sub-Total (B)(2) 3802 1562858
(B) Total Public Shareholding (B)= (B)(1)+(B)(2) 3803 1563358
TOTAL (A)+(B) 3819 3380400
(C) Shares held by Custodians and against which Depository Receipts have been issued
1 Promoter and Promoter Group
2 Public
Sub-Total (C ) 0 0
GRAND TOTAL 3819 3380400

15) ADDRESS FOR CORRESPONDENCE

The shareholders may address their communication / suggestion / queries to:

Bharat Bhushan Finance & Commodity Brokers Ltd. 503 Rohit House3 Tolstoy MargNew Delhi – 110 001

Phone:+91-11-49800900 Fax: +91-11-49800933

EMAIL: commodities@bharatbhushan.com

WEBSITE: www.bbinvestments.in

16) TRANSFER OF UNCLAIMED AMOUNT TO THE INVESTOR

EDUCATION AND PROTECTION FUND

The Investors are advised to claim the enchased dividends for the year 2007-2008onwards lying in the unpaid dividend accounts of the Company before the same gets creditedto the Investor Education and Protection Fund.

During the year under review the Company has credited a sum Rs.154987.60/- (RupeesOne LacsFifty Four Thousand Nine Hundred Eight Seven and Paisa Sixty only)unclaimeddividend for the year (2006-2007) to the Investor Education and Protection Fund pursuantto section 125 of the Companies Act 2013 and the Investor Education and Protection Fund(Awareness and Protection of Investor) Amendment Rules 2014.

Bhart Bhushan Finance & Commodity Broker Limited For & on Behalf of the Board of Directors
VIJAY BHUSHAN NISHA AHUJA
Place : New Delhi DIRECTOR DIRECTOR
Date :30th July 2015 (DIN NO. 00002421) (DIN No. 00001875)

ANNEXURE ‘B'

Form No. MR-3 SECRETARIAL AUDIT REPORT

FOR THE FINANCIAL YEAR ENDED 31st MARCH 2015 [Pursuant to section 204(1) of theCompanies Act 2013 and rule No.9 of the Companies (Appointment and RemunerationPersonnel) Rules 2014] SECRETARIAL AUDIT REPORT

FOR THE FINANCIAL YEAR ENDED 31st MARCH 2015

To

The Members

Bharat Bhushan Finance & Commodity Brokers Limited.

I/We have conducted the secretarial audit of the compliance of applicable statutoryprovisions and the adherence to good corporate practices by Bharat Bhushan Finance &Commodity Brokers Limited.(hereinafter called the company). Secretarial Audit wasconducted in a manner that provided us a reasonable basis for evaluating the corporateconducts/statutory compliances and expressing my opinion thereon.

Based on my/our verification of the Bharat Bhushan Finance & Commodity BrokersLimited's books papers minute books forms and returns filed and other recordsmaintained by the company and also the information provided by the Company its officersagents and authorized representatives during the conduct of secretarial audit I/We herebyreport that in my/our opinion the company has during the audit period covering thefinancial year ended on 31st March 2015 complied with the statutory provisionslisted hereunder and also that the Company has proper Board-processes andcompliance-mechanism in place to the extent in the manner and subject to the reportingmade hereinafter: I/We have examined the books papers minute books forms and returnsfiled and other records maintained by the company for the financial year ended on 31stMarch 2015 according to 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 Foreign Exchange Management Act 1999 and the rules and regulations made thereunderto the extent of Foreign Direct Investment Overseas Direct Investment and ExternalCommercial Borrowings;

v The following Regulations and Guidelines prescribed under the Securities and ExchangeBoard of India Act 1992 (‘SEBI Act'):-

a) The Securities and Exchange Board of India (Substantial Acquisition of Shares andTakeovers) Regulations 2011;

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

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

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

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

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

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

h) The Securities and Exchange Board of India (Buyback of Securities) Regulations1998;

vi Resever Bank of India Regulation relating to Non-Banking Finance Companies (notaccepting public deposits) I/We have also examined compliance with the applicable clausesof the following:

i) Secretarial Standards issued by The Institute of Company Secretaries of India : Notapplicable during the period of audit.

ii) The Listing Agreements entered into by the Company with Bombay Stock Exchange (BSE)and Delhi Stock Exchange (DSE) if applicable; During the period under review the Companyhas complied with the provisions of the Act Rules Regulations Guidelines Standardsetc. mentioned above subject to the following observations:

I/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 are capturedand recorded as part of the minutes.

I/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.

I/We further report that during the audit period the company has no carried on orentered into any transaction or specific events/actions having a major bearing on thecompany's affairs in pursuance of the above referred laws rules regulations guidelinesstandards etc. referred to above during the period of audit.

For Kavita Pamnani & Associates
Place: New Delhi Kavita Pamnani
Date : 30.07.2015 (Prop.)
FCS No. : F6288
C P No. : 11099

ANNEXURE ‘C'

NOMINATION AND REMUNERATION POLICY

1. Background

1.1 The objective of Nomination and Remuneration Policy is to ensure rationale andobjectivity in the remuneration of the Directors Senior Management & employees of theCompany.

1.2 The Policy also intends to bring in a pragmatic methodology in screening ofcandidates who may be recommended to the position of Directors and senior management andto establish effective evaluation criteria to evaluate the performance of every Directorand the overall Board of the Company.

1.3 The Policy also serves as a guiding principle to ensure good Corporate Governanceas well as to provide sustainability to the Board of Directors of the Company.

2. Framework

2.1 The requirement of formulating a Nomination and Remuneration Policy stems out fromthe provisions of the Companies Act 2013 including any statutory modification(s) orre-enactment(s) thereof for the time being in force and from the clause 49 of the listingagreement entered into with the Stock Exchanges.

2.2 Any other Law and Statute as may be applicable for the time being in force.

3. Objective

3.1 To identify suitable persons interview them if necessary and recommend them assuitable candidates to fill up vacancies on the Board or augment the Board and SeniorManagement.

3.2 To ensure the optimum composition of the Board of Directors ensuring a mix ofknowledge experience and expertise from diversified fields of knowledge.

3.3 To lay down criteria for the evaluation of the Board.

3.4 To formulate a criteria for determining qualifications positive attributes andindependence of a Director and recommend to the Board a Policy thereon.

3.5 To formulate criteria for evaluation of Directors.

4. Eligibility Criteria for recommending a candidate to be appointed on theBoard of Directors.

The Nomination and Remuneration Committee may consider the following parameters whileconsidering the credentials of potential candidates for Directorship in the Company.

4.1 Educational Qualification:

• Possess any Graduation/ Post Graduation/ M. Phil / Doctorate

• Possess any other Professional Qualification / Degree/ Diploma

4.2 Experience / Expertise

• To possess appropriate skills experience and knowledge in one or more fields offinance law management sales marketing administration research corporategovernance technical operations or other disciplines related to the Company's business.

4.3 Disqualifications

• The Candidate should not be of unsound mind.

• The Candidate should not be an undischarged insolvent.

• The Candidate must not have applied to be adjudicated as an insolvent and hisapplication must not be pending.

• The Candidate must not have been convicted by a Court of any offence whetherinvolving moral turpitude or otherwise and sentenced in respect thereof to imprisonmentfor not less than six (6) months.

• There must not be any order passed by Court or Tribunal disqualifying a personto be appointed as a Director.

• There should not be any calls in respect of any shares of the Company held byhim whether alone or jointly with others and six months must not have elapsed from thelast date fixed for the payment of the call.

• The Candidate must not have been convicted of the offence dealing with relatedparty transactions under Section 188 of the Companies Act 2013 at any time during thelast preceding five (5) years.

• The Candidate must be holding his Director Identification Number (DIN).

• The Candidate is not or has not been a Director of a Company which has not filedFinancial Statements or Annual Returns for any continuous three (3) financial years.

• The Candidate is not or has not been a Director of the Company which has failedto repay the deposits accepted by it or pay interest thereon or to redeem any debentureson the due date or pay interest due thereon or pay any dividend declared and such failureto pay or redeem continues for one year or more.

• The Candidate should not have been found guilty of any offence consisting ofviolation of Rules/ Regulations/ Legislative requirements by Customs/ Excise/ Income TaxAuthority/ Foreign Exchange/ Other Revenue Authorities.

4.4 Other Eligibility Criteria

• Each director must be an individual of high personal and professional integrityand ethical character.

• The candidate should have exhibited behavior that indicates he or she iscommitted to the highest ethical standards.

• The candidate should not deprive the Company of any opportunity that belongs tothe Company.

• He should not be in a position of diverting the corporate opportunity for ownbenefits or to others to the detriment of the Company.

• The candidate must not at any time compete with the company in respect of anybusiness transaction.

• Each director must possess the ability to exercise sound business judgment on abroad range of issues.

• The candidate has achieved prominence in his or her business governmental orprofessional activities and has built a reputation that demonstrates the abilityto make the kind of important and sensitive judgments that the Board is called upon tomake.

• The Nomination and Remuneration Committee must be satisfied that the candidatewill effectively consistently and appropriately take into account and balance thelegitimate interests and concerns of all of the Company's shareholders and otherstakeholders in reaching decisions rather than advancing the interests of a particularconstituency.

• The Nomination and Remuneration Committee must satisfy itself that the candidatewill be able to devotesufficient time and energy to the performance of his or her dutiesas a Director.

4.5 Fit and Proper Criteria.

The Nomination and Remuneration Committee shall undertake a process of Due Diligencebased on the criteria of qualifications technical expertise track record integrity etc.The basic objective of ascertaining the fit and proper criteria shall be to put in placean internal supervisory process on a continuing basis and to determine the suitability ofthe person for appointment / continuing to hold appointment as a Director on the Board ofthe Company.

The Committee shall undertake such Due Diligence exercise at the time of appointment aswell as the time of renewal of the Directorships of the incumbent.

4.6 Criteria For Independence – For Directors to be appointed as IndependentDirector on Board of the Company

An independent director in relation to a company means a director other than amanaging director or a whole-time director or a nominee director-

(a) who in the opinion of the Board is a person of integrity and possesses relevantexpertise and experience;

(b) (i) who is or was not a promoter of the company or its holding subsidiary orassociate company;

(ii) who is not related to promoters or directors in the company its holdingsubsidiary or associate company;

(c) who has or had no pecuniary relationship with the company its holding subsidiaryor associate company or their promoters or directors during the two immediatelypreceding financial years or during the current financial year;

(d) none of whose relatives has or had pecuniary relationship or transaction with thecompany its holding subsidiary or associate company or their promoters or directorsamounting to two per cent. or more of its gross turnover or total income or fifty lakhrupees or such higher amount as may be prescribed whichever is lower during the twoimmediately preceding financial years or during the current financial year;

(e) who neither himself nor any of his relatives-

(i) holds or has held the position of a key managerial personnel or is or has beenemployee of the company or its holding subsidiary or associate company in any of thethree financial years immediately preceding the financial year in which he is proposed tobe appointed;

(ii) is or has been an employee or proprietor or a partner in any of the threefinancial years immediately preceding the financial year in which he is proposed to beappointed of-

(A) a firm of auditors or company secretaries in practice or cost auditors of thecompany or its holding subsidiary or associate company; or

(B) any legal or a consulting firm that has or had any transaction with the companyits holding subsidiary or associate company amounting to ten per cent. or more of thegross turnover of such firm;

(iii) holds together with his relatives two per cent. or more of the total voting powerof the company; or

(iv) is a Chief Executive or director by whatever name called of any nonprofitorganisation that receives twenty-five per cent. or more of its receipts from the companyany of its promoters directors or its holding subsidiary or associate company or thatholds two per cent. or more of the total voting power of the company; or

(f) who possesses such other qualifications as may be prescribed.

Explanation.-For the purposes of this section "nominee director" means adirector nominated by any financial institution in pursuance of the provisions of any lawfor the time being in force or of any agreement or appointed by any Government or anyother person to represent its interests.

5. Remuneration Policy

I. Board Level Remuneration Structure

1. For Executive Directors (MD and Whole-Time Director) - The remunerationwill be paid as approved from time to time subject to the approval of the Board andShareholders as the case may be and as per the applicable provisions of Companies Act2013 and under any other Act/ Rules/ Regulations for the time being in force.

2. In case of Non-Executive / Independent Directors

(i) Sitting Fees – The Non-Executive/Independent Directors shall be paidsitting fees for attending each meeting of the Board and various Committee/s of Directors.The Sitting Fees may be determined/revised by the Board of Directors from time to timesubject to the overall limits as prescribed under the applicable provisions of theCompanies Act 2013.

II. Other then Board Level

Apart from the directors the remuneration of-

• All the Other KMPs such as the company secretary or any other officer that maybe prescribed under the statute from time to time; and

• "Senior Management" of the Company defined in the clause 49 of theListing Agreement with the Stock Exchanges i.e. personnel who are members of its coremanagement team excluding the Board of Directors.

Senior executives one level below the Board i.e. President Cadre

shall be determined by the Human Resources Department of the Company in consultationwith the Managing Director by considering his/her qualification skills experience andthe relevant policy of the Company.

The remuneration determined for all the above said KMPsand the Senior Personnel shallbe in line with the Company's philosophy to provide fair compensation to key - executiveofficers based on their performance and contribution to the Company and to provideincentives that attract and retain key executives instill a long-term commitment to theCompany and develop a pride and sense of Company ownership all in a manner consistentwith shareholder interests.

Decisions on Annual Incrementsof above said KMPsand the Senior Personnel shall bedecided by the Human Resources Department in consultation with the Managing Director.

6. Monitoring and Evaluation

The Nomination and Remuneration Committee shall evaluate the performance of theDirectors and the overall Board broadly on the basis of below mentioned criteria:

• Whether the Directors / Board have acted in accordance with the provisions ofthe Articles of Association of the Company.

• The Committee shall assemble all information regarding a candidate's backgroundand qualifications to determine if the candidate possesses or satisfies the minimum skillsand qualifications that a director must possess.

• The Committee shall evaluate a candidate's mix of skills and qualifications anddetermine the contribution the candidate could be expected to make to the overallfunctioning of the Board.

• The Committee shall give due consideration to the overall Board balance ofdiversity of perspectives backgrounds and experiences.

• With respect to current directors the Committee shall consider past attendanceat meetings and assess the participation in and contributions to the activities of theBoard.

• Whether the Directors / Board have acted in good faith in order to promote theobjects of the Company for the benefit of its members as a whole and in the bestinterests of the Company its employees the shareholders the Community and for theprotection of environment.

• Whether the Director / Board has exercised their duties with due and reasonablecare skill and diligence and whether the Director / Board have exercised independentjudgment.

• Whether the Director / Board have involved in a situation in which he / they mayhave a direct or indirect interest that conflicts or possibly may conflict with theinterest of the Company.

• The Committee shall recommend director to the Board based on its assessment ofoverall suitability to serve on the Board in accordance with this Policy.

7. Board Diversity

• The Nomination and remuneration Committee shall ensure that the Board comprisesof Directors from diversified fields of knowledge and experience.

• The Board should have Directors who can add professionalism and objectivity inthe decision making process.

• The overall Board should reflect representatives from areas like finance lawaccountancy economics administration and other disciplines concerning the operationalinterests of the Company at large.

THE PERFORMANCE OF INDEPENDENT DIRECTORS SHALL BE

EVALUATED BY ASSIGNING RATING ON EACH PARAMETER.

The rating scale is as under:

Scale Performance
5 Exceptionally good
4 Good
3 Satisfactory
2 Needs Improvement
1 Unacceptable

Parameters are:

1. Compliance with Article of Association Companies Act and other Laws.

2. Compliance with ethical standard & code of conduct of company.

3. Rendering independent unbiased opinion.

4. Attendance & presence in meetings of Board & committees.

5. Attendance & presence in general meetings.

6. Leadership qualities.

7. Qualifications

8. Disclosure of non-independence.

9. Independent view on key appointments & strategy formulation.

10. Objective evaluation of Board's performance

11. Review of integrity of financial information & risk management

12. Safeguard of stakeholders' interests

13. Determination of level of remuneration of KMPs

14. Updation of skills and knowledge

15. Punctuality

16. Information regarding external environment

17. Raising of concerns to the Board

18. Safeguarding interest of whistle-blowers under vigil mechanism

19. Reporting of frauds violation etc.

20. Team work attributes

21. Safeguard of confidential information

ANNEXURE ‘D'

Form No. MGT-9 EXTRACT OF ANNUAL RETURN as on the financial year ended on 31st March2015

[Pursuant to section 92(3) of the Companies Act 2013 and rule 12(1) of theCompanies (Management Administration) Rules 2014]

I. REGISTRATION AND OTHER DETAILS:

CIN L67120DL1992PLC049038
Registration Date 03/06/1992
Name of the Company Bharat Bhushan Finance & Commodity Brokers Limited
Category/ Sub-Category of the Company Listed Public Company
Whether Listed Company

Yes/No

YES
Address of the Registered office 503 Rohit House 3 Tolstoy Marg New Delhi – 110001
Contact Details Ph: +91-11-49800900 Email: commodities@bharatbhushan.com
Registrar and Transfer Agent (RTA) Alankit Assignment Limited
Address of RTA Alankit Heights 1E/13 Jhandewalan Extension New Delhi – 110 055
Contact Details of RTA 011 42541234
Direct No.: 011-42541953

II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY

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

S. No Name and Description of Main Products/Services NIC Code of the Product /Service % to total turnover of the Company
1. Other financial service activities except insurance and pension funding activities n.e.c. 64990 100%

III. PARTICULARS OF HOLDING SUBSIDIARY AND ASSOCIATE COMPANIES –

S. No. Name and Address of the Company CIN/GLN Holding/ Subsidiary/ Associate % of Shares Held Applicable Section
NIL

IV. SHARE HOLDING PATTERN ( Equity Share Capital Breakup as percentage of Total Equity)i) Category-wise Share Holding

Category of Shareholders

No. of Shares held on 1st April 2014

No. of Shares held on 31st March 2015

% of change during the Year
Demat Physical Total % of total shares Demat Physical Total % of total shares
A. Promoters
(1) Indian
(a) Individual/ HUF 1801450 80 1801530 53.29 1816962 80 1817042 53.75 0.46
(b) Central Govt. Nil Nil Nil Nil Nil Nil Nil Nil Nil
(c) State Govt(s) Nil Nil Nil Nil Nil Nil Nil Nil Nil
(d) Bodies Corp. Nil Nil Nil Nil Nil Nil Nil Nil Nil
(e) Banks/FI Nil Nil Nil Nil Nil Nil Nil Nil Nil
(f) Any Other Nil Nil Nil Nil Nil Nil Nil Nil Nil
Sub total (A)(1):- 1801450 80 1801530 53.29 1816962 80 1817042 53.75 0.46
(2) Foreign
(g) NRIs-Individuals Nil Nil Nil Nil Nil Nil Nil Nil Nil
(h) Other Individuals Nil Nil Nil Nil Nil Nil Nil Nil Nil
(i) Bodies Corp. Nil Nil Nil Nil Nil Nil Nil Nil Nil
(j) Bank/FI Nil Nil Nil Nil Nil Nil Nil Nil Nil
(k) Any Other Nil Nil Nil Nil Nil Nil Nil Nil Nil
Sub-Total (A)(2):- Nil Nil Nil Nil Nil Nil Nil Nil Nil
Total Shareholding of Promoters (A)= 1801450 80 1801530 53.29 1816962 80 1817042 53.75 0.46
(A)(1) + (A)(2)

 

Category of Shareholders No. of Shares held on 1st April 2014 No. of Shares held on 31st March 2015 % of change during the Year
Demat Physical Total % of total shares Demat Physical Total % of total shares
B. PublicShareholding
1. Institutions
(a) Mutual Funds 500 NIl 500 0.01 500 Nil 500 0.01 Nil
(b) Banks/FI Nil Nil Nil Nil Nil Nil Nil Nil Nil
(c) Central Govt. Nil Nil Nil Nil Nil Nil Nil Nil Nil
(d) State Govt(s) Nil Nil Nil Nil Nil Nil Nil Nil Nil
(e) Venture Capital Funds Nil Nil Nil Nil Nil Nil Nil Nil Nil
(f) Insurance Companies Nil Nil Nil Nil Nil Nil Nil Nil Nil
(g) FIIs Nil Nil Nil Nil Nil Nil Nil Nil Nil
(h) Foreign Venture Capital
Funds Nil Nil Nil Nil Nil Nil Nil Nil Nil
(i) Others :Companies Nil Nil Nil Nil Nil Nil Nil Nil Nil
Sub-total (B)(1): 500 NIl 500 0.01 500 Nil 500 0.01 Nil
2. Non-Institutions
(a) Bodies Corp.
(i) Indian 119311 25400 1447111 4.28 77315 25400 102715 3.01 (1.24)
(ii) Overseas Nil Nil Nil Nil Nil Nil Nil Nil Nil
(b) Individual
(i) Individual shareholders holding nominal shares capital uptoRs. 1 lakh 738760 557621 1296381 38.35 751276 540621 1291897 38.22 (0.13)
(ii) Individual Shareholders holding nominal share capital in excess of Rs. 1 lakh. 73032 22700 95732 2.83 112709 10200 122909 03.64 (0.81)
(c) Others
(i) NRI 13046 16000 29046 0.86 16837 16000 32837 0.97 (0.11)
(ii) Clearing House/ Public Trust Nil Nil Nil Nil Nil Nil Nil Nil Nil
(iii) Corp. Bodies (OCB) 12500 NIl 12500 0.37 12500 Nil 12500 0.37 Nil
(iii) HUF Nil Nil Nil Nil Nil Nil Nil Nil Nil
(iv) Clearing Members/House Nil Nil Nil Nil Nil Nil Nil Nil Nil
Sub-total(B)(2):- 956649 621721 1578370 46.69 970637 592221 1562858 46.23 (0.46)
Total Public shareholding(B)= (B)(1)+(B)(2) 957149 621721 1578870 46.71 971137 592221 1563358 46.28 (0.46)
C. Sharesheld by custodians for GDRs & ADRs Nil Nil Nil Nil Nil Nil Nil Nil Nil
Grand Total (A+B+C) 2758099 622301 3380400 100 2787599 592801 3380400 100 Nil

ii) Shareholding of Promoters

S. No. Name of Shareholder Shareholing as on 1st April 2014 Shareholding as on 31st March 2015
No. of Shares % of shares of the company % of shares pledge/encu total shares No. of Shares % of shares of the company total shares % of shares pledge/encu mbered to total Shares % Change in shareholding during the year
1 Mr. Vijay Bhushan 793392 23.47 Nil 800510 23.68 Nil 0.21
2 Mrs. Nisha Ahuja 646582 19.13 Nil 654976 19.38 Nil 0.25
3 Mr. Jogesh Ahuja 20581 0.61 Nil 20581 0.61 Nil Nil
4 Mr. Jogesh Ahuja (HUF) 118607 3.51 Nil 118607 3.51 Nil Nil
5 Ms. Sangeeta Bhushan 104565 3.09 Nil 104565 3.09 Nil Nil
6 Ms. Madhvi Ahuja 33905 1.00 Nil 33905 1.00 Nil Nil
7 Ms. Sandhya Ahuja 30413 0.90 Nil 30413 0.90 Nil Nil
8 Mrs. Sant Kumari Agrawal 1500 0.04 Nil 1500 0.04 Nil Nil
9 Ms. Savi Bhushan 100 0.00 Nil 100 0.00 Nil Nil
10 Mr. Uday Ahuja 45907 1.36 Nil 45907 1.36 Nil Nil
11 Ms. Kanta Ahuja 5000 0.15 Nil 5000 0.15 Nil Nil
12 Mr. Madhav Bhushan 898 0.03 Nil 898 0.03 Nil Nil
13 Darshan Aggarwal 80 0.00 Nil 80 0.00 Nil Nil
TOTAL 1801530 53.29 NIL 1817042 53.75 Nil 0.46

iii) Change in Promoters' Shareholding (please specify if there is no change)

S. No. Name of Shareholder Share holing as on No. of shares 1st April 2014 % of total shares of the Company Cumulative Shareholding during the year
No. of Shares % of total shares of the Company
1. Mr. Vijay Bhushan
At the beginning of the year 793392 23.47 793392 23.47
Acquisition of Shares during the year 7118 0.21 7118 0.21
At the end of the Year 800510 23.68 800510 23.68
2. Mrs. Nisha Ahuja
At the beginning of the year 646582 19.13 646582 19.13
Acquisition of share during the year 8394 0.25 8394 0.25
At the end of the year 654976 19.38 654976 19.38

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

S. No. Shareholder Shareholing as on No. of shares 1st April 2014 % of total shares of the Company Shareholding as on 31st March 2015
No. of Shares % of total shares of the Company
1. MotilalOswal Financial Services Ltd. 40201 1.189 4500 0.133
2. Integrated FinancialServices Ltd. 30000 0.887 30000 0.887
3. SubeetaDhar 20894 0.618 20894 0.618
4. TikamSaraf 16237 0.480 16237 0.480
5. Shri Parasram Holdings Pvt. Ltd. 13649 0.404 4435 0.131
6. RekhaMahaveerSinghvi 13200 0.390 Nil Nil
7. Alka Jain 12601 0.373 12601 0.373
8. SavinaSharan 12500 0.370 12500 0.370
9. W F Holdings Ltd. 12500 0.370 12500 0.370
10. Madathiveetil Ramachandran Menon 10400 0.308 10400 0.308

v) Shareholding of Directors and Key Managerial Personnel

S. No. Name of Shareholder Shareholing as on No. of shares 1st April 2014 % of total shares of the Company Cumulative Shareholding during the year
No. of Shares % of total shares of the Company
1. Mr. Vijay Bhushan
At the beginning of the year 793392 23.47 793392 23.47
Acquisition of Shares during the year 7118 0.21 7118 0.21
At the end of the year 800510 23.68 800510 23.68
2. Mrs. Nisha Ahuja
At the beginning of the year 646582 19.13 646582 19.13
Acquisition of shares during the year 8394 0.25 8394 0.25
At the end of the year 654976 19.38 654976 19.38
3. Mr. Jogesh Ahuja 139188 4.12 139188 4.12
4. Mrs. SantKumari Agrawal 1500 0.04 1500 0.04
5. Mr. Arun Kumar Garg Nil Nil Nil Nil
6. Mr. Kuldeep Gupta Nil Nil Nil Nil
7. Mr. Ravindra Singh Nil Nil Nil Nil
8. Mr. Varun Saihgal Nil Nil Nil Nil
9. Mr. Satish Aggarwal (Chief Financial Officer)
w.e.f. 16.07.2015 Nil Nil Nil Nil
10. Mrs. Sonia Luthra (Company Secretary) Nil Nil Nil Nil

vi) INDEBTEDNESS

Indebtedness of the Company including outstanding/accrued but not due for payment

Secured Loans excluding deposits Unsecured Loans Deposits Total Indebtedness
Indebtedness at the beginning of the financial Year
i) Principal Amount
ii) Interest due but not paid Nil Nil Nil Nil
iii) Interest accruedbut not due
Total (i+ii+iii)
Change in Indebtedness during the financial year
• Addition Nil Nil Nil Nil
• Reduction
Net Change Nil Nil Nil Nil
Indebtedness at the end of the financial Year
i) Principal Amount Nil Nil Nil Nil
ii) Interest due but not paid
iii) Interest accruedbut not due
Total (i+ii+iii) Nil Nil Nil Nil

vii) REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

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

Satish Aggarwal
(Manager)
1 Gross Salary
(a) Salary as per provisions contained in sec.17(1) of the Income Tax Act 1961 359400 359400
(b) Value of perquisites u/s 17(2) of the Income Tax Act 1961 0.00 0.00
(c) Profits in lieu of salary u/s 17(3) Income Tax Act 1961 0.00 0.00
2 Stock Option - -
3 Sweat Equity - -
4 Commission
- as % of Profit - -
- others specify….
5 Others please specify
Total (A) 359400 359000
Ceiling as per the Act.(Per Annum) 3000000 3000000

B. Remuneration to other Directors:

Sl. No. Particulars of Remuneration Name of Directors Total Amount
1. Executive Director Nil Nil Nil Nil Nil 0.00
2. Independent Directors Mr. Kuldeep Gupta Mr. Varun Saihgal Mr. Ravindra Singh Nil Nil -
• Fee for attending board committee meetings 15000 23000 19000 - - 57000
• Commission 0.00 0.00 0.00 - - 0.00
• Others please specify 0.00 0.00 0.00 - - 0.00
Total (1) 15000 23000 19000 - - 57000
3. Other Non-Executive Director Mr. Vijay Bhushan Mrs. Nisha Ahuja Mr. Jogesh C Ahuja Mrs. SantKumari Agrawal Mr. Arun Kumar Garg -
• Fee for attending board committee meetings 16000 16000 16000 9000 12000 69000
• Commission 0.00 0.00 0.00 0.00 0.00 0.00
• Others please specify 0.00 0.00 0.00 0.00 0.00 0.00
Total (2) 16000 16000 16000 9000 12000 69000
Total (B)=(1+2) 31000 39000 35000 9000 12000 126000
Total Managerial Remuneration 31000 39000 35000 9000 12000 126000
Overall Ceiling as per the Act N.A. N.A. N.A. N.A. N.A. N.A.

A. Remuneration to Key Managerial Personnel other than MD/Manager/WTD

Sl.No. Particulars of Remuneration Key Managerial Personnel
CEO Company Secretary CFO Total
1. Gross salary
(a) Salary as per provisions contained in section 17(1) of N.A. 250387 359400 609787
the Income-tax Act 1961
(b) Value of perquisites u/s 17(2) Income-tax Act 1961 N.A. 0.00 0.00 0.00
(c) Profits in lieu of salary under section 17(3) Income-tax Act 1961 N.A. 0.00 0.00 0.00
2. Stock Option N.A. 0.00 0.00 0.00
3. Sweat Equity N.A. 0.00 0.00 0.00
4. Commission
- as % of profit N.A. 0.00 0.00 0.00
- others
5. Others please specify N.A. 0.00 0.00 0.00
Total - 250387 359400 609787

viii) PENALTIES/PUNISHMENTS/COMPOUNDING OF OFFENCES:

Type Section of the Companies Act Brief Description Details of Penalty/Punishment/ Compounding fees imposed Authority (RD/NCLT/ Court) Appeal Made if any (give Details)
NIL

Form No. AOC-2 (Annexure ‘E')

(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 arm's length transactions under third provisothereto

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

Name(s) of the related party and nature of relationship Nature of contracts/ arrangement/ transactions Duration of the Contracts/ arrangements/ transactions Salient terms of the contracts or arrangements or transactions including the value if any Justification for entering into such contracts or arrangements or transactions Date (s) of approval bythe Board Amount paid as advance if any Date on which the special resulation was passed in general meeting as required under first proviso to section 188
Bharat Bhushan Equity Traders Limited and some of the directors are common in both the Companies Sell of Shares 02.05.2014 1.Sell of 500 shares of Store One Retail Ltd. at the rate 33.29/- per share Low Rate of Brokerage 16.07.2014 Nil Nil
2.Brokerage charged by the BBET@0.05/-per share.
3. Amount of transaction - 16645/-
Bharat Bhushan Equity Traders Limited and some of the directors are common in both the Companies Sell of Shares 16.05.2014 1.Sell of 500 shares of Zee Media Corpn. Ltd. at the rate 13.54/- per share Low Rate of Brokerage 16.07.2014 Nil Nil
2.Brokerage charged by the BBET@0.05/-per share.
3. Amount of transaction - 6770/-
Bharat Bhushan Equity Traders Limited and some of the directors are common in both the Companies Sell of Shares 16.05.2014 1.Sell of 210 shares of Zee Entertainment Enterprises Ltd. at the rate 276.78/- per share Low Rate of Brokerage 16.07.2014 Nil Nil
2.Brokerage charged by the BBET@0.05/-per share.
3. Amount of transaction - 58124/-
Bharat Bhushan Equity Traders Limited and some of the directors are common in both the Companies Sell of Shares 16.05.2014 1.Sell of 1270 shares of HeliosmatLtd. at the rate 76.9480/- per share Low Rate of Brokerage 16.07.2014 Nil Nil
2.Brokerage charged by the BBET@0.05/-per share.
3. Amount of transaction - 97724/-
Bharat Bhushan Equity Traders Limited and some of the directors are common in both the Companies Sell of Shares 16.05.2014 1.Sell of 1000 shares of ONGC Ltd. at the rate 373.24/- per share Low Rate of Brokerage 16.07.2014 Nil Nil
2.Brokerage charged by the BBET@0.05/-per share.
3. Amount of transaction - 373240/-
Bharat Bhushan Equity Traders Limited and some of the directors are common in both the Companies Purchase of Shares 16.05.2014 1. Purchase of 1150 shares of Carin India Ltd. at the rate 337.5121/- per share Low Rate of Brokerage 16.07.2014 Nil Nil
2.Brokerage charged by the BBET@0.05/-per share.
3. Amount of transaction - 388139/-
Bharat Bhushan Equity Traders Limited and some of the directors are common in both the Companies Sell of Shares 16.05.2014 1.Sell of 2800 shares of ONGC Ltd. at the rate 76.9480/- per share Low Rate of Brokerage 16.07.2014 Nil Nil
2.Brokerage charged by the BBET@0.05/-per share.
3. Amount of transaction - 215454/-
Bharat Bhushan Equity Traders Limited and some of the directors are common in both the Companies Purchase of Shares 20.05.2014 1. Purchase of 803 shares of Advance Metering Ltd. at the rate 14.657/- per share Low Rate of Brokerage 16.07.2014 Nil Nil
2.Brokerage charged by the BBET@0.05/-per share.
3. Amount of transaction - 11770/-
Bharat Bhushan Equity Traders Limited and some of the directors are common in both the Companies Purchase of Shares 20.05.2014 1. Purchase of 1037 shares of Advance Metering Ltd. at the rate 14.79/- per share Low Rate of Brokerage 16.07.2014 Nil Nil
2.Brokerage charged by the BBET@0.05/-per share.
3. Amount of transaction - 15337/-
Bharat Bhushan Equity Traders Limited and some of the directors are common in both the Companies Purchase of Shares 26.05.2014 1. Purchase of 2000 shares of NTPC Ltd. at the rate 162.194/- per share Low Rate of Brokerage 16.07.2014 Nil Nil
2.Brokerage charged by the BBET@0.05/-per share.
3. Amount of transaction - 324388/
Bharat Bhushan Equity Traders Limited and some of the directors are common in both the Companies Purchase of Shares 26.05.2014 1. Purchase of 1000 shares of MothersonSumi at the rate 280.078/- per share Low Rate of Brokerage 16.07.2014 Nil Nil
2.Brokerage charged by the BBET@0.05/-per share.
3. Amount of transaction - 280078/-
Bharat Bhushan Equity Traders Limited and some of the directors are common in both the Companies Sell of Shares 22.07.2014 1.Sell of 2000shares of PTL Enterprises Ltd. at the rate 46.99/- per share Low Rate of Brokerage 29.10.2014 Nil Nil
2.Brokerage charged by the BBET@0.05/-per share.
3. Amount of transaction - 93980/-
Bharat Bhushan Equity Traders Limited and some of the directors are common in both the Companies Purchase of Shares 04.08.2014 1. Purchase of 5000 shares of Carin India Ltd. at the rate 315.081/- per share Low Rate of Brokerage 29.10.2014 Nil Nil
2.Brokerage charged by the BBET@0.05/-per share.
3. Amount of transaction - 1575405
Bharat Bhushan Equity Traders Limited and some of the directors are common in both the Companies Purchase of Shares 04.08.2014 1. Purchase of 1000 shares of L&T Ltd. at the rate 1501.124/- per share Low Rate of Brokerage 29.10.2014 Nil Nil
2.Brokerage charged by the BBET@0.05/-per share.
3. Amount of transaction - 1501124
Bharat Bhushan Equity Traders Limited and some of the directors are common in both the Companies Sell of Shares 21.08.2014 1. Sell of 80 shares of Essar securities Ltd. at the rate 44.45/- per share Low Rate of Brokerage 29.10.2014 Nil Nil
2.Brokerage charged by the BBET@0.05/-per share.
3. Amount of transaction - 3556/-
Bharat Bhushan Equity Traders Limited and some of the directors are common in both the Companies Sell of Shares 21.08.2014 1. Sell of 50 shares of Modern Share & Stock Brokers Ltd. Ltd. at the rate 16.10/- per share Low Rate of Brokerage 29.10.2014 Nil Nil
2.Brokerage charged by the BBET@0.05/-per share.
3. Amount of transaction - 805/-
Bharat Bhushan Equity Traders Limited and some of the directors are common in both the Companies Sell of Shares 11.09.2014 1. Sell of 800 shares of Srei Infra Ltd. at the rate 48.052/- per share Low Rate of Brokerage 29.10.2014 Nil Nil
2.Brokerage charged by the BBET@0.05/-per share.
3. Amount of transaction - 38434/-
Bharat Bhushan Equity Traders Limited and some of the directors are common in both the Companies Purchase of Shares 29.09.2014 1. Purchase of 1000 shares of ICICI Bank Ltd. at the rate 1469.39/- per share Low Rate of Brokerage 29.10.2014 Nil Nil
2.Brokerage charged by the BBET@0.05/-per share.
3. Amount of transaction - 1469390/-
Bharat Bhushan Equity Traders Limited and some of the directors are common in both the Companies Purchase of Shares 29.09.2014 1. Purchase of 6000 shares of NMDC Ltd. at the rate 160.35/- per share Low Rate of Brokerage 29.10.2014 Nil Nil
2.Brokerage charged by the BBET@0.05/-per share.
3.Amount of transaction - 962100/-
Bharat Bhushan Equity Traders Limited and some of the directors are common in both the Companies Purchase Shares 30.09.2014 1. Purchase of 600 shares of Cairn India Ltd. at the rate 310.056/- per share Low Rate of Brokerage 29.10.2014 Nil Nil
2.Brokerage charged by the BBET@0.05/-per share.
3.Amount of transaction - 186034/-
Bharat Bhushan Equity Traders Limited and some of the directors are common in both the Companies Purchase of Shares 31.10.2014 1. Purchase of 1000 shares of HCL Technologies Ltd. at the rate 1505.19/- per share Low Rate of Brokerage 29.01.2015 Nil Nil
2.Brokerage charged by the BBET@0.05/-per share.
3. Amount of transaction - 1505190/-
Bharat Bhushan Equity Traders Limited and some of the directors are common in both the Companies Sell of Shares 31.10.2014 1. Sell of 1000 shares of ICICI Bank Ltd. at the rate 1603.36/- per share Low Rate of Brokerage 29.01.2015 Nil Nil
2.Brokerage charged by the BBET@0.05/-per share.
3. Amount of transaction - 1603360/-
Bharat Bhushan Equity Traders Limited and some of the directors are common in both the Companies Sell of Shares 01.12.2014 1. Sell of 1000 shares of HCL Technologies Ltd. at the rate 1645.493/- per share Low Rate of Brokerage 29.01.2015 Nil Nil
2.Brokerage charged by the BBET@0.05/-per share.
3. Amount of transaction - 1645493/-
Bharat Bhushan Equity Traders Limited and some of the directors are common in both the Companies Sell of Shares 02.12.2014 1. Sell of 1000 shares of SREI Infra Ltd. at the rate 47.746/- per share Low Rate of Brokerage 29.01.2015 Nil Nil
2.Brokerage charged by the BBET@0.05/-per share.
3. Amount of transaction - 47746/-
Bharat Bhushan Equity Traders Limited and some of the directors are common in both the Companies Purchase of Shares 02.12.2014 1. Purchase of 1000 shares of Ashok Leyland Ltd. at the rate 52.21/- per share Low Rate of Brokerage 29.01.2015 Nil Nil
2.Brokerage charged by the BBET@0.05/-per share.
3. Amount of transaction - 52210/-
Bharat Bhushan Equity Traders Limited and some of the directors are common in both the Companies Sell of Shares 04.12.2014 1. Sell of 200 shares of Oswal Chemical & Fertilizer Ltd. at the rate 30.69/- per share Low Rate of Brokerage 29.01.2015 Nil Nil
2.Brokerage charged by the BBET@0.05/-per share.
3. Amount of transaction - 6138/-
Bharat Bhushan Equity Traders Limited and some of the directors are common in both the Companies Sell of Shares 04.12.2014 1. Sell of 50 shares of B.N.Rathi @ 23.84 200O swal Agro @15.80 50 Wall Fort Finance @ 54.69 & 50 Welspun Enterprises @ 345.02 per share. Low Rate of Brokerage 29.01.2015 Nil Nil
2.Brokerage charged by the BBET@0.05/-per share.
3. Amount of transaction - 24337.50/-
Bharat Bhushan Equity Traders Limited and some of the directors are common in both the Companies Purchase of Shares 29.12.2014 1. Purchase of 1000 shares of HCL Technologies Ltd. at the rate 1542.089/- per share Low Rate of Brokerage 29.01.2015 Nil Nil
2.Brokerage charged by the BBET@0.05/-per share.
3. Amount of transaction - 1542089/-
Bharat Bhushan Equity Traders Limited and some of the directors are common in both the Companies Purchase of Shares 29.12.2014 1. Purchase of 6000 shares of Voltas Ltd. at the rate 235.718/- per share Low Rate of Brokerage 29.01.2015 Nil Nil
2.Brokerage charged by the BBET@0.05/-per share.
3. Amount of transaction - 1414308/-
Bharat Bhushan Equity Traders Limited and some of the directors are common in both the Companies Sell of Shares 16.01.2015 1. Sell of 729 shares of GLAXO SMITHKLINE PHARMA LTD. at the rate 3199.8216/- per share Low Rate of Brokerage 25.05.2015 Nil Nil
2.Brokerage charged by the BBET@0.05/-per share.
3. Amount of transaction - 2332670/-
Bharat Bhushan Equity Traders Limited and some of the directors are common in both the Companies Sell of Shares 19.01.2015 1. Sell of 50 shares of INDIA INFOLINE LTD. at the rate 173.00/- per share Low Rate of Brokerage 25.05.2015 Nil Nil
2.Brokerage charged by the BBET@0.05/-per share.
3. Amount of transaction - 8650/-
Bharat Bhushan Equity Traders Limited and some of the directors are common in both the Companies Sell of Shares 30.01.2015 1. Sell of 500 shares of Larsen & TOUBRO LTD..at the rate 1695.58/- per share Low Rate of Brokerage 25.05.2015 Nil Nil
2.Brokerage charged by the BBET@0.05/-per share.
3. Amount of transaction - 847790
Bharat Bhushan Equity Traders Limited and some of the directors are common in both the Companies Sell of Shares 02.02.2015 1. Sell of 1000 shares of HCL TECHOLOGY LTD. at the rate 1615.40/- per share Low Rate of Brokerage 25.05.2015 Nil Nil
2.Brokerage charged by the BBET@0.05/-per share.
3. Amount of transaction - 1615400/-
Bharat Bhushan Equity Traders Limited and some of the directors are common in both the Companies Sell of Shares 02.02.2015 1. Sell of 500shares of LARSEN & TOUBRO LTD. at the rate 1689.95/- per share Low Rate of Brokerage 25.05.2015 Nil Nil
2.Brokerage charged by the BBET @ 0.05/- per share.
3. Amount of transaction - 844975/-
Bharat Bhushan Equity Traders Limited and some of the directors are common in both the Companies Sell of Shares 02.02.2015 1. Sell of 6000 shares of VOLTAS at the rate 275.95/ - per share Low Rate of Brokerage 25.05.2015 Nil Nil
2.Brokerage charged by the BBET@0.05/-per share.
3. Amount of transaction - 1655700/-
Bharat Bhushan Equity Traders Limited and some of the directors are common in both the Companies Purchase of Shares 26.03.2015 1. Purchase of 2000 shares of CANARA BANK @ 371.3455 per share. Low Rate of Brokerage 25.05.2015 Nil Nil
2.Brokerage charged by the BBET@0.05/-per share.
3. Amount of transaction - 742691
Bharat Bhushan Equity Traders Limited and some of the directors are common in both the Companies Purchase of Share 30.03.2015 1. Purchase of 1000 shares of CANARA BANK @373.35 & 3750 shares of ICICI BANK @312.90 per share & 4000 Shares of ITC LTD. @328.62 & 3000 shares of RELIANCE CAPITAL LTD. @425.42 & 5000 Shares of STATE BANK OF INDIA LTD. @ 236.77 PER Share. Low Rate of Brokerage 25.05.2015 Nil Nil
2.Brokerage charged by the BBET@0.05/-per share.
3. Amount of transaction - 5456315

2. Details of material contracts or arrangements or transactions at arm's lengthbasis

Name(s) of the related party and nature of relationship Nature of contracts/ arrangement/ transactions Duration of the Contracts/ arrangements/ transactions Salient terms of the contracts or arrangements or transactions including the value if any Date (s) approval by the Board if any Amount paid as advance if any
Nil Nil Nil Nil Nil Nil

Annexure ‘F'

I. Particulars pursuant to Section 134(3)(m) of the Companies Act 2013 read with Rule 8of the Companies (Accounts) Rules 2014.

A. Conservation of Energy and Research & Development

Provisions relating to disclosure of particulars with respect to Conservation of Energyare not applicable on the Company and it has no information to be published regarding thesame.

b. Technology Absorption Adoption and Innovation

Provisions relating to disclosure of particulars with respect to Technology AbsorptionAdoption and Innovation are not applicable on the Company and it have no information to bepublished regarding the same.

C. Foreign exchange earnings and Outgo:

During the year the Company has no foreign exchange earnings and outgo.

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