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BNK Capital Markets Ltd.

BSE: 500069 Sector: Financials
NSE: N.A. ISIN Code: INE418C01012
BSE LIVE 15:40 | 02 Dec 36.85 -0.15
(-0.41%)
OPEN

36.50

HIGH

37.00

LOW

36.50

NSE LIVE 05:30 | 01 Jan Stock Is Not Traded.
OPEN 36.50
PREVIOUS CLOSE 37.00
VOLUME 100
52-Week high 45.00
52-Week low 22.80
P/E 9.77
Mkt Cap.(Rs cr) 36.85
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 36.50
CLOSE 37.00
VOLUME 100
52-Week high 45.00
52-Week low 22.80
P/E 9.77
Mkt Cap.(Rs cr) 36.85
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

BNK Capital Markets Ltd. (BNKCAPITAL) - Director Report

Company director report

TO THE MEMBERS

Your Directors present before you the 29th Annual Report together with Audited Accountsfor the year ending 31st March 2015.

Operation and Future Prospects

In spite of global economic crisis particularly in the Euro zone high import of crude& gold high current account deficit high interest rate fall in exports India hasmaintained a moderate growth of GDP. Our GDP grew @ 7.3% p.a. in F.Y.2014-15. Thecrisesspecially of Greece has made the ; financial markets very apprehensive andvolatile. Lok Sabha elections in 2014 has given a decisive mandate in favor of BJP leadNDA. The Government under Prime Ministership of Mr. Narendra Modi is moving forward withGrowth and Governance as its main agenda. Decline in international crude prices has been ablessing in disguise. The interest rates and inflation is also coming down. The largeprojects which was held up for a long period of time is getting cleared and is expected toresume. Expectation of Growth led good governance policy actions have resulted in goodsentiments and the foreign investors have started investments in Indian stocks in a bigway .This has resulted in the rise of "Nifty & Sensex" to high levels. Weexpect the markets to move positively after some consolidation in times to come."Make in India" programme of the Govt. if succeeds shall change the face ofthe economy.

Financial Results

The financial performance of the Company for the year ended 31st March 2015 issummarized below:

Year Ended 31st March 2015 Year Ended 31 st March 2014
{ Rs In Lacs) { Rs In Lacs)
Gross Income 695.57 404.01
Profit Before Interest & Depreciation 461.64 111.17
Finance Charge 4301 69.67
Gross Profit 418.63 41.50
Provision for Depreciation 7.97 6.50
Net Profit Before Tax 410.66 35.00
Provision for Tax 51.16 29.72
Net Profit After Tax 359.50 5.28'
Balance of Profit Brought Forward 762.40 759.77
Balance available for appropriation 1121.90 765.05
Proposed Dividend on Equity Shares 50.00 0
Taxon Proposed Dividend 10.18 0
Transfer to General Reserve 371.90 2.65
Surplus carried to Balance Sheet 689.82 762.40

DIVIDEND

The Board of Directors have recommended payment of dividend of Re. 0.50 paise perequity share ofRs. 10/- each for the financial year ended on 31st March 2015.

NUMBER OF BOARD MEETINGS HELD

The Board of Directors met 0 (Six) times i.e.05.05.201430.05.201430.07.201428.10.2014 30.01.2015 and 25.03.2015 during thisfinancial year.

Subsidiary Company & Investments

BNK Commodities Private Limited a subsidiary of your company is a member of MCX NCDEXand NSEL. Your Company along with its subsidiaries and its Associate Companies is offeringcomplete financial solutions including trading in securities commodities and theirderivatives currency derivatives Depository services & Category l Merchant Bankers.

Fixed Deposits

The Company has not raised any Fixed Deposits during the year.

Directors

In accordance with the provisions of the Companies Act 2013 and the Articles ofAssociation of the Company Shri Ajit Khandelwal (DIN: 00416445) Chairman & ManagingDirector of the Company retire by rotation at the conclusion of the forthcoming AnnualGeneral Meeting and being eligible offer himself for reappointment.

Ms. Heena Gorsia (DIN: 07060485) is an Additional Director (Independent) offers herselfto be appointed as an Independent Director on the Board of the Company as per section 149and 152 for a period of 5 years from the conclusion of the Annual General Meeting. Noticehas been received from a member under section 160 of the Companies Act 2013 proposing hercandidature for the officeasan Independent Director.

Shri Ankit Khandelwal (DIN: 03057891) is an Additional Director offers hirpselfto beappointed as a Director liable to retire by rotation on the Board of the Company. Noticehas been received from a member under section 160 of the Companies Act 2013 proposing hiscandidature for the office as a Director.

Their appointment has to be made at AGM. The Board recommends passing of theresolutions regarding their appointment/re-appointment.

Alt 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 Auditors:

i) Statutory Auditors

The Statutory Auditors M/s. R. Bhattacharya & Associates Chartered Accountants

(Registration No 307124E) have given their consent and its proposed to be ratified atthe forth coming Annual General Meeting.

ii) Secretarial Auditor

According to the provisions of Section 204 of the Companies Act 2013 read with Section179(3)(k) read with Rule 8(4) of the Companies (Meeting of Board and its Powers) Rules2014 the Secretarial Audit Report submitted by the Company Secretaryjn Practice isenclosed as a partofthis reportin Annexure A.

Corporate Governance & Management Discussion And Analysis Report

Your Directors re-affirm their commitment to the Corporate Governance standardsprescribed by Securities and Exchange Board of India (SEBI) codified as clause 49 of theListing Agreement with Stock Exchanges. Corporate Governance and Management Discussion andAnalysis Report as well as Corporate Governance compliance certificate by Auditor aresetout in separate Annexure to this report.

Directors’Responsibility Statement:

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

i) That in the preparation of the Annual Accounts the applicable accounting standardshad been followed;

ii) That they have selected such accounting polices and applied toeffi oqnsfstently andmade judgments and estimates that are reasonable and prudent so true and fair view of thestate of affairs of the Company at the end of the financial year and of the profit of theCompany for that period;

iii) That they have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013 forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities;

iv) That they have prepared the Annual Accounts on a'Going Concern’basis;

v) That they have laid down internal financial controls in the Company that areadequate and were operating effectively.

vi) That they have devised proper systems to ensure (mpliar]t^^yiQbdi the Rsprovisions of all applicable laws and these are adequate and are operating effectively

Conservation of Energy and Technology Absorption Foreign Exchange Camings And Outgo

The Company being in the service sector conservation of energy and technologyabsorption as speafied under section 134(3)(m) of the Companies Act 2013 redd with rule 8of (he Companies (Accounts) Rules 2014 has no significance for the Company

There is no earning in foreign exchange during the period. Expenseski foreign exchangeduring the period was USD 2000. None of the employeesare covered by the provisionscontained in Rule 5(2) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014.

Policies

The Company has formulated various policies as required under tj^ Qwnpagfos Act 2013and are uploaded on our Company's website at www.bnkcapital.com undar Policies Link.

NAME OF COMMITTEE COMPANESACT2013/ LISTING AGREEMENT LINK
Whistle Blower /Vigil Mechanism Policy Section 177(9) & (10) of the Companies Act 2013 and as per CLause 49 of the Listing Agreement. www. bnkcapital.com under Policies/Whistle Blower Policy link.
Nomination & Remuneration Policy Section 178 of the Companies Act 2013 www.bnkcapital.com under Policies/ Nomination & Remuneration Policy link.
Risk Management Policy Clause 49 of the listing Agreement www. bnkcapital.com under :Policies Risk Management Policy link.
Related Party Transactions Policy Section 188(1} of the Companies Act 2013 www.bnkcapital.com under Policies/Related Party Transaction Policy link. .

Related Party Transactions

The Board of Directors of the Company has adopted a policy to regulate fra Fractionsbetween the Company and its related parties in compliance with theapplicabte provisions ofCompanies Act 2013 and the Listing Agreement. The disclosure of relatedparty.transactions is blade as per AS- 18 in the Notes to Financial Statements. However interpisof Section 188(1) of the Companies Act 2013 readwith rule 15 of the Companies(Meeting ofBoard and its Powers) Rules 2014 the Board feels that the transactions madeare notmdtehai in nature as such no AOC-2 is annexed to this report.

EXTRACT OF ANNUAL RETURN: '

The details forming part of the extract of the Annual Return in Form MGT 9 as requiredunder Section 92 of the Companies Act 2013 isenctosedasa part of the Report inAnnexureB.

Acknowledgement

Your Directors take this opportunity to express theirgfatefurapprebatlon for theco-operation and guidance received from the Regulators Central & State Govts.Bankers as well as the Shareholders during the year. Your Directors also wish to place onrecord their appreciation for the devoted and dedicated service rendered by alftheemployees of theCpmpany. .

For and on bwhatf of the Board
Place : Kolkata Ajit Khandelwal
Dated : 4th August 2015 Chairman & Managing Director

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