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Birla Capital & Financial Services Ltd.

BSE: 512332 Sector: Financials
NSE: N.A. ISIN Code: INE776E01027
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OPEN 0.19
PREVIOUS CLOSE 0.19
VOLUME 700
52-Week high 0.34
52-Week low 0.19
P/E
Mkt Cap.(Rs cr) 1
Buy Price 0.19
Buy Qty 300.00
Sell Price 0.00
Sell Qty 0.00
OPEN 0.19
CLOSE 0.19
VOLUME 700
52-Week high 0.34
52-Week low 0.19
P/E
Mkt Cap.(Rs cr) 1
Buy Price 0.19
Buy Qty 300.00
Sell Price 0.00
Sell Qty 0.00

Birla Capital & Financial Services Ltd. (BIRLACAPITAL) - Director Report

Company director report

Dear Shareholders

Your Directors have pleasure in presenting their 30th Annual Report togetherwith the Audited Financial Statements for the financial year ended 31st March2016. The financial results of your company are summarized below

1. FINANCIAL HIGHLIGHTS:

(Rs.)
Particulars As on 31/03/2016 As on 31/03/2015
Total Income - 11957702
Less: Total Expenditure 887574 12321105
Profit/(Loss) Before Tax & Depreciation (887574) (363403)
Less: Depreciation (633306) (520077)
Profit/(Loss) Before Tax (1520880) (333480)
Add: Other Income - -
Add: Exceptional items - 4340032
Less: Earlier year Taxes - -
Provision for Deferred Tax (121038) (363035)
Profit/(Loss) After Tax (1399842) (4860477)
Add:- Profit & Loss Account balance brought
forward from previous years (2645267) 2300264
Profit & Loss Account balance carried over (4045109) (2645267)
Earnings per share (0.03) (0.10)

Note: Previous year’s figures have been regrouped / reclassified wherevernecessary to correspond with the Current year’s classification/disclosure.

2. Operating and Financial Performance of the Company

During the financial year 2015-16 our Company revenue is Rs. Nil as compared tocorresponding year 2014-15 revenue of Rs. 11957702/-. Net loss of the Company is Rs.1399842/- in 2015-16 as compared to Loss of Rs. 4860477/- in the corresponding year2014-15. The financial performance of the Company is adversely impacted due to slowdown indeal completion activities due to difficult economic conditions in larger developed andemerging markets and unfavorable domestic factors marked by persistent inflation highinterest rates lower growth and weaker investments. As a whole the Investment BankingIndustry in India is continued to remain sluggish in FY 2015-16.

3. Dividend & Reserves

In view of there being no profits the directors are unable to recommend dividend forthe year under review nor do they propose to carry any amount to reserves.

4. Share Capital

The Paid-up Equity Share Capital as on 31st March 2016 stood at Rs.93831264/-. The Company has not during the year under report issued any shares with orwithout differential voting rights granted stock options or issued sweat equity shares.

5. Share Listing

The Equity Shares of the Company continue to remain listed with Bombay Stock ExchangeLimited –Scripcode – 512332.

Meetings of the Board/Committees

A. During the year Seven Board Meetings were held. The Company has held at least OneBoard Meeting in every quarter and the maximum time gap between any two meetings was notmore than one hundred and twenty days thereby complying with applicable statutoryrequirements.

The meetings were held on the followings dates:

May 9 2015 July 20 2015 August 20 2016 September 01 2015
November 05 2015 February 10 2016 March 10 2016 -

Details of Directors attendance at Board Meetings and at the Last Annual GeneralMeeting (AGM) held on September 30 2015 are given in the following table:

Name of the Directors Board Meetings Attended Last AGM
Held during tenure Attended
Mr. D S Sharma 7 7 No
Mr. Satish Jadhav 7 7 Yes
Mr. Ashish Mahendrakar 7 7 Yes
Mr. Anirudha Waghmare 7 7 Yes
Mrs. Minal Pote 1 1 No

A. Statutory Board Committees

1. Audit Committee

TheAudit Committee met three times during the financial year 2015-16 on the followingdates before finalization of annual accounts and adoption of quarterly financial result bythe Board:

September 01 2015 November 05 2015 February 10 2016

The attendance of each member of the Committee is given below:

Name Committee Meetings
Held during tenure Attended
Mr. D S Sharma (Non-Executive Independent) 3
Mr. Satish Jadhav (Non-Executive Independent) 3
Mr. Ashish Mahendrakar (Non-Executive) 3

1. Nomination & Remuneration Committee

The Nomination & Remuneration Committee (NRC) comprises three members as perdetails in the following table:

Name Category
Mr. D S Sharma Non-Executive Independent
Mr. Satish Jadhav Non-Executive Independent
Mr. Ashish Mahendrakar Non-Executive

The Committee met once during the financial year 2015-16 on September 1 2015. TheMeeting was attended by all the members of the Committee.

2. Stakeholders Relationship Committee

The Stakeholders Relationship Committee met three times during the financial year2015-16 on the following dates:

September 01 2015 November 05 2015 February 10 2016

The attendance of each member of the Committee is given below:

Name Committee Meetings
Held during tenure Attended
3
Mr. D S Sharma (Non-Executive Independent) 3
3
Mr. Satish Vasant Jadhav (Non-Executive Independent) 3
3
Mr. Ashish Ramesh Mahendrakar (Non-Executive) 3

Subsidiaries Joint Venture and Associates Company

Our Company does not have any Subsidiary Joint Venture and Associate Companies on thedate of this report.

Contribution to Exchequer

During the yearyour Company has contributed Rs. 0.13 Lacs to the Government Exchequerby way of Service Tax Income Tax and other payments.

Directors Responsibility Statement

Pursuant to Section 134(5) of the Companies Act 2013 the Directors of the Companystate as under that:

1. In the preparation of the annual accounts for the year ended March 31 2016 theapplicable Accounting Standards have been followed along with proper explanation relatingto material departures;

2. The selected accounting policies were applied consistently and the Directors madejudgments and estimates that are reasonable and prudent so as to give true and fair viewof the state of affairs of the Company for the financial year ended 31st March2016 and the Loss of the Company for the financial year ended 31st March 2016.

3. Proper and sufficient care has been taken for the maintenance of adequate accountingrecords in accordance with the provisions of the Companies Act 2013 for safe guardingthe assets of the Company and for preventing and detecting fraud and other irregularities.

4. The annual accounts have been prepared on a ‘going concern’ basis.

5. Internal financial controls had been laid down to be followed by the company andthat such internal financial controls are adequate and were operating effectively; and

6. Proper systems had been devised to ensure compliance with the provisions of allapplicable laws and that such systems were adequate and operating effectively.

Corporate Governance Report

As per SEBI Circular No. CIR/CFD/POLICY CELL/7/2014 dated September 15 2014 Clause 49of the Listing Agreement is not applicable to the Company as the Paid up- Capital of theCompany is less than Rs. 10 Crores and the Net worth is less than Rs. 25 Crores but stillyour Company follows Corporate Governance of highest standards.

Board of Directors Evaluation Etc.

Appointment / Resignation of Directors

Mrs. Minal Pote and Mr. Milind Prabhudesai were appointed as Additional Directors bythe Board of Directors of the Company at its meeting held on 10th March 2016and 11th April 2016 respectively. Their office expires at the ensuing AnnualGeneral Meeting and the Company has received notice under section 160 of the CompaniesAct 2013 proposing their candidature for Directorship along with the deposit asprescribed thereunder. They are eligible for being appointed as Directors at the ensuingAnnual General Meeting and it is proposed to appoint Mr. Pritam Dhanawade and Mr.Abhijeet Bhingarde as an Additional Independent Director of the Company for a fixed tenureof 5 (five) years subject to approval of shareholders at the ensuing general meeting interm of Section 149 of the Companies Act 2013.

Mr. Satish Jadhav and Mr. Anirudha Waghmare who were appointed as an IndependentDirector and the Non- Executive Director of the Company resigned from the directorship ofthe Company on 10th August 2016 and 10th March 2016 respectively.

Company’s Policy on Directors Appointment and Remuneration etc.

The Company has prepared a policy on Director’s appointment and remunerationpursuant to Section 178 of the Act. The Company has also laid down criteria fordetermining qualifications positive attributes and independence of Director.

Formal Annual Evaluation

The Formal Annual Evaluation has been made as follows:

a. The Company has laid down evaluation criteria separately for Board IndependentDirectors Directors other than Independent Directors and various committees of the Board.The criteria for evaluation of Directors included parameters such as willingness andcommitment to fulfill duties high level of professional ethics and contribution duringmeetings and timely disclosure of all the notice/details required under various provisionsof laws. Based on such criteria the evaluation was done in a structured manner throughpeer consultation & discussion.

b. Evaluation of the Board was made by a Separate Meeting of Independent Directors(without attendance of non – Independent Director and members of management).

c. The performance evaluation of all committees were done by the Board of Directorsnamely:

i. Audit Committee ii. Nomination and Remuneration Committee iii. StakeholdersRelationship Committee

d. Performance evaluation of non – Independent Directors was done by Separatemeeting of Independent Directors.

e. Evaluation of Independent Directors was done (excluding the Director who wasevaluated) by the Board of Directors of the Company.

f. In addition the Nomination and Remuneration Committee has carried out evaluation ofevery Director’s performance as required under Section 178 (2) of Companies Act2013.

g. The Directors expressed their satisfaction with the evaluation process.

Fixed Deposits

As per Section 73 to 76 of the Companies Act 2013 read with rules made under Chapter Vof the Companies Ac 2013 your Company has not taken any fixed deposits for the yearunder review. As such no amount of principal or interest is outstanding as on the BalanceSheet date.

Related Party Transactions

Contracts/arrangements/transactions entered by the Company during the financial yearwith related parties were in ordinary course of business and on arm’s length basis.During the year the Company has not entered into any contract/arrangement/transactionwith related parties which could be considered material in accordance with the policy ofthe Company on materiality of related party transactions. Accordingly the disclosure ofRelated Party Transactions as required under Section 134(3)(h) of the Companies Act 2013in Form AOC 2 is not applicable. However the disclosure of transactions with relatedparty for the year as per Accounting Standard -18 Related Party Disclosures is given inthe Notes of Accounts attached with the Balance Sheet of Statement of SignificantAccounting Policies to the Balance Sheet as at 31st March 2016.

Extract of Annual Return

The extract of Annual Return in Form MGT – 9 is attached as Annexure‘’A" to this Report.

Significant and Material Orders Passed by the Regulators or Courts

There are no significant material orders passed by the Regulators/Courts which wouldimpact the going concern status of the Company and its future operations.

Auditors

Statutory Auditors

In accordance with Section 139 of the Companies act 2013 M/s. Goyal Nitin &Associates Chartered Accountants Jaipur Statutory Auditors of the Company wereappointed by the shareholders of the Company at the Annual General Meeting (AGM) held on30th September 2015 as Statutory Auditors for a period of 5 years to holdoffice until the conclusion of 34th Annual General Meeting of the Company inthe calendar year 2020. In accordance with the provisions of Section 139 142 and otherapplicable provisions of the Companies Act 2013 and of the Companies (Audit and Auditors)Rules 2014 the appointment of the Statutory Auditors is required to be ratified by theshareholders at every AGM during their tenure.

M/s. Goyal Nitin & Associates Chartered Accountants have confirmed that they areeligible for having their appointment as Statutory Auditors ratified at this AGM.Accordingly approval of Shareholders is being sought at this AGM for ratification oftheir appointment.

The auditor’s Report does not contain any qualification reservation or adverseremark on the financial statements for the year ended 31st March 2016. Thestatements made by the Auditor’s in their report are self – explanatorystatement and do not call for any further comments.

Secretarial audit Report

Pursuant to the provisions of Section 204 of the Companies Act 2013 and the Rules madethereunder the Company has appointed Mr. Ravindra Joshi Practicing Company Secretary(COP NO.: 886)as the Secretarial Auditor of the Company. The Secretarial Audit Report isannexed as Annexure "B" and forms as integral part of this Report. TheSecretarial Audit Report does not contain any qualification reservation or adverseremark.

Particulars of Loans Guarantees and Investments

During the year under review the Company has not given loans guarantees orinvestments under Section 186 of the Companies Act 2013.

Employees’ Safety

The Company is continuously endeavoring to ensure safe working conditions for all itsemployees.

Particulars of Employees and related disclosures

There were no employees receiving remuneration above the prescribed limit in terms ofRule 5(2) of the Companies (Appointment and Remuneration) Rules 2014 during the yearended 31st March 2016.

Particulars of Conservation of Energy Technology Absorption and Foreign Exchangeearnings and outgo

The particulars relating to energy technology absorption and foreign exchange earningsand outgo as required to be disclosed under Section 134 (3)(m) of the Companies Act 2013read with Rule 8 (3) of the Companies (Accounts) Rules 2014 is not applicable to theCompany.

Personnel

Your Directors place on the record their appreciation of the contribution made by theemployees at all levels who through their competence diligence solidarity co-operationand support have enabled the Company to achieve the desired results during the period.

Acknowledgements

The Board of Directors wishes to acknowledge the invaluable support extended to theCompany by the Government authorities Members Bankers Vendors Suppliers Shareholdersand Customers during the year under review. The Directors also wish to place on recordtheir deep sense of appreciation for the committed services by the Company’sexecutives and staff.

Disclosure

The Company belongs to Yash Birla Group.

Appreciation

Your Directors deeply acknowledge the trust and confidence you have placed in themanagement of the Company. Your Directors also place on record their appreciation forco-operation received from Banks share transfer agent Government authorities Customersvendors and employees of the Company.

By order of the Board of Directors
Mr. Ashish Mahendrakar Mrs. Minal Pote
Director Director
DIN : 03584695 DIN :07163539
Date: 01st September 2016
Place : Mumbai