The Brahmanand Himghar Limited
Your Directors have pleasure in presenting their Twenty Fifth Annual Report and AuditedAccounts of your Company for the year ended 31st March 2015.
|FINANCIAL RESULTS ||31.03.2015 ||31.03.2014 |
|Profit for the year ended ||4424555.42 ||5400048.17 |
|Less : Provision for Taxation || || |
|Current Tax ||864782.00 ||1727563.00 |
|Deferred Tax (Assets) ||208879.65 ||(19697.63) |
| ||3350893.77 ||3692182.80 |
|Add : Profit B/F from previous year ||32187208.61 ||28495025.81 |
|Add: Mat Credit Entitlement ||247805.00 ||- |
|Sub Total ||35785907.38 ||32187208.61 |
|Less : Transferred to Statutory Reserve ||2393084.00 ||- |
|Balance C/f to Balance Sheet ||33392823.38 ||32187208.61 |
Your Director's regret for not recommending Dividend on Equity Shares.
CONSERVATION OF ENERGY TECHNOLOGICAL ABSORPTION FOREIGN EXCHANGE EARNING & OUTGO:
Details of energy conservation is not applicable to the Company no technology has beenabsorbed or imported by the Company and Foreign Exchange Earning & Outgo is NIL.
RESEARCH & DEVELOPMENT:
The Company has not incurred any sum in respect of Research & Development for anyof its activity.
The Company is committed to maintain the highest standards of corporate governance andadhere to the corporate governance requirements set out by SEBI. The Company has alsoimplemented several best corporate governance practices as prevalent globally. The reporton Corporate Governance as stipulated under the Listing Agreement forms an integral partof this Report. The requisite certificate from the Auditors of the Company confirmingcompliance with the conditions of corporate governance is attached to the report onCorporate Governance.
EXTRACT OF ANNUAL RETURN:
Pursuant to Section 92(3) of the Companies Act 2013 and Rule 12 (1) of the Companies(Management and Administration) Rules 2014 the details forming part of the extract ofthe Annual Return in Form MGT-9 is annexed herewith.
DIRECTOR AND KEY MANAGERIAL PERSONNEL:
Mr. Bimal Kumar Agarwal director of the Company liable to retire by rotation and beingeligible has offered themselves for re-appointment. Mr. Harshvardhan Kedia IndependentDirector of the Company passed away in February 2015 and Mr. Ashok Kumar Lodha hasresigned from the post of director with effect from 04.03.2015. The Board places on recordits deep appreciation for the valuable contribution made by him during their tenure asDirector of the Company.
The Board has approved the appointment of Mrs. Jyoti Khare Mr. Manoj Kumar Agarwal andMr. Vinay Agarwal with effect from 14th Nov2014 7th Jan2015 and 04th March2015 respectively. The Board has considered the recommendation of the Nomination andRemuneration Committee and Audit Committee regarding the said appointment.
The Company is in process of appointing a CFO as required under section 203 of theCompanies Act 2013.
Declaration by Independent Director:
The Company has received declarations from all the Independent Directors of the Companyconfirming that they meet the criteria of independence as prescribed both under section49(6) of the Act and Clause 49 of the Listing Agreement with the Stock Exchanges.
Pursuant to the provisions of Companies Act 2013 and Listing Agreements the Board hascarried out an evaluation of its own performance the directors individually as well asthe evaluation of the working of its Audit Committee and Nomination and RemunerationCommittee. The manner in which the evaluation has been carried out is mentioned in theCorporate Governance Report.
The Board has on recommendation of the Nomination and Remuneration Committeeformulated a policy for selection and appointment of Directors senior managements andtheir remuneration. The details of the said policy are stated in the Corporate GovernanceReport.
The details of the number of Board Meetings and meetings of various Committees aregiven in the Corporate Governance Report. The intervening gap between the meetings waswithin the time period prescribed under the Companies Act 2013.
The Audit Committee comprises Independent Directors namely Shri Tejinder Singh(Chairman) Mr. Bimal Kumar Agarwal and Mrs Jyoti Khare as other members. All therecommendations made by the Audit Committee were accepted by the Board.
More details on the Committee are given on the Corporate Governance Report.
DIRECTORS RESPONSIBILITY STATEMENT:
In terms of Section 134 (5) of the Companies Act 2013 with respect to DirectorsResponsibility Statement it is hereby confirmed:
(a) That in the preparation of Annual Accounts the applicable Accounting Standard hasbeen followed.
(b) That the Directors have 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 financialyear and the Statement of Profit and Loss for that period.
(c) That the Directors have taken proper and sufficient care for maintenance ofadequate accounting records in accordance with the provisions of the Companies Act 2013for safeguarding assets of the Company and for preventing and detecting frauds and otherirregularities.
(d) That the Directors have prepared the Annual Accounts on Going Concern Basis.
(e) The Directors have laid down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and were operatingeffectively.
(f) The directors had devised proper system to ensure compliance with the provisions ofall applicable laws and that such system were adequate and operating effectively.
DETAILS PERTAINING TO REMUNERATION AS REQUIRED UNDER SECTION 197(12) OF THE COMPANIESACT 2013 READ WITH RULE 5(1) OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIALPERSONNEL) RULES 2014.
(i) The percentage increase in remuneration of each Director Chief FinancialOfficer and Company Secretary during the financial year 2014-15 ratio of the remunerationof each Director to the median remuneration of the employees of the Company for thefinancial year 2014-15 and the comparison of remuneration of each Key Managerial Personnel(KMP) against the performance of the Company are as under:
|Sl. No. ||Name of Director/ KMP & Designation ||Remuneration of Director /KMP for the financial year 2014-15 (Rs. In lacs) ||% increase in Remuneration in the Financial year 2014-15 ||Ratio of remuneration of each Director/to median remuneration of employees ||Comparison of the Remuneration of the KMP against the performance of the Company |
|1. ||Rajendra Kumar Agrawal ||1.92 ||NIL ||1.39 ||Profit before tax decreased by 18.06% and profit after tax decrease by 9.24% |
| ||Managing Director || || || || |
|2. ||Shalini Kumari Agarwal Company Secretary ||1.43 ||NIL ||Not Applicable || |
(ii) The median remuneration of employees of the Company during the financial yearwas Rs. 1.38 lakhs
(iii) There were 12 permanent employees on the rolls of Company as on March 312015;
(iv) There is no change in remuneration of Managing Director and performance of theCompany decrease by 18.06% to Rs. 44.24 Lacs in 2014-15 ( 54 Lacs in 2013-14).
(v) Price Earnings ratio of the Company was 0.24 as at March 31 2015 and was0.26as at March 31 2014
(vi) The key parameters for the variable component of remuneration availed by thedirectors are considered by the Board of Directors based on the recommendations of theHuman Resources Nomination and Remuneration Committee as per the Remuneration Policy forDirectors Key Managerial Personnel and other Employees.
(vii) The ratio of the remuneration of the highest paid director to that of theemployees who are not directors but receive remuneration in excess of the highest paiddirector during the year Not Applicable
(viii) It is hereby affirmed that the remuneration paid is as per the as per theRemuneration Policy for Directors Key Managerial Personnel and other Employees.
RELATED PARTY TRANSACTION:
All Related Party Transactions that were entered into during the financial year were onarms length basis and were in the ordinary course of business. There are nomaterially significant related party transactions made by the Company with Promoters KeyManagerial Personnel or other designated persons which may have potential conflict withinterest of the Company at large. Your Directors draw attention of the members to Notes tothe financial statement which sets out related party disclosures.
G Raj & Co (Property Management) Limited
(Formerly known as Arrowline Investments Limited) ceased to be subsidiary of ourCompany.
CODE OF CONDUCT:
The Company has a Code of Conduct which is applicable to directors and managementpersonnel of the Company. The Company believes in conducting business in accordance withthe highest standards of business ethics and complying with applicable laws rules andregulations.
The Code lays down the standard procedure of business conduct which is expected to befollowed by the directors and management personnel in their business dealings and inparticular on matters relating integrity in the work place in business practices andcomplying with applicable laws etc.
All the directors and management personnel have submitted declaration confirmingcompliance with the code.
The Company has not allotted any bonus issue during the year.
ISSUE OF SHARES:
During the Financial year ended 31st March 2015: i) The Company has notgranted any Employees Stock Option. ii) The Company has not issued any Sweat EquityShares. iii) The Company has not issued any equity shares with differential rights.
During the year under review your Company has not issued any securities to the public.
During the Year the Company has not accepted any Deposit from the Public within themeaning. of section 73 of the Companies Act 2013.
PARTICULARS OF LOANS GIVEN INVESTMENTS MADE GUARANTEES GIVEN AND SECURITIES PROVIDED
Particulars of Loans given Investments made Guarantees given and Securities providedalong with the purpose for which the loan or guarantee or security is proposed to beutilized by the recipient are provided in the financial statement.
RISK MANAGEMENT POLICY:
Pursuant to section 134(3) (n) of the Companies Act 2013 the Board of directors ofthe Company has adopted a Risk management Policy of the Company. The Company managesmonitors and reports on the principal risks and uncertainties that can impact its abilityto achieve its strategic objectives.
The Company has introduced several improvements to Integrated Enterprise RiskManagement Internal Controls Management and Assurance Frameworks and processes to drive acommon integrated view of risks optimal risk mitigation responses and efficientmanagement of internal control and assurance activities. This integration is enabled byall three being fully aligned across Group wide Risk Management Internal Control andInternal Audit methodologies and processes.
VIGIL MECHANISM/WHISTLE BLOWER POLICY:
The Company promotes ethical behaviour in all its business activities and has put inplace a mechanism for reporting illegal or unethical behaviour. The Company has a Vigilmechanism and Whistle blower policy under which the employees are free to reportviolations of applicable laws and regulations and the Code of Conduct. The reportablematters may be disclosed to the Ethics and Compliance Task Force which operates under thesupervision of the Audit Committee. Employees may also report to the Chairman of the AuditCommittee. During the year under review no employee was denied access to the AuditCommittee.
PREVENTION OF INSIDER TRADING:
The Company has adopted a Code of Conduct for Prevention of Insider Trading with a viewto regulate trading in securities by the Directors and designated employees of theCompany. The Code requires pre-clearance for dealing in the Companys shares andprohibits the purchase or sale of Company shares by the Directors and the designatedemployees while in possession of unpublished price sensitive information in relation tothe Company and during the period when the Trading Window is closed.
All the Board of Directors and designated employees have confirmed compliance with theCode.
INTERNAL FINANCIAL CONTROLS:
The Company has in place adequate internal financial controls with reference tofinancial statements. During the year such controls were tested and no reportablematerial weakness in the design or operation were observed.
During the year the company appointed M/s SKL & CO Chartered Accounts Kolkata asan internal auditor. The firm is authorized to by the Audit Committee to access theadequacy and compliance of internal control process statutory requirements etc. The AuditCommittee met regularly to review reports submitted by the Internal Auditor. The AuditCommittee upon discussion with internal auditor set up applicable control measures for theCompany.
STATUTORY AUDITORS :
M/S KHANDELWAL PRAJAPTI & CO Statutory Auditors of the Company hold office tillthe conclusion of the ensuing Annual General Meeting and are eligible for re-appointment.They have confirmed their eligibility to the effect that their re-appointment if madewould be within the prescribed limits under the Act and that they are not disqualified forre-appointment. The Notes on financial statement referred to in the Auditors Reportare self-explanatory and do not call for any further comments. The Auditors Reportdoes not contain any qualification reservation or adverse remark.
SECRETARIAL AUDITOR :
Pursuant to provisions of section 204 of the Companies Act 2013 and The Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the company hasappointed Mr. B.L.Patni a whole time Company Secretary in practice having Membership No.1321 to undertake the Secretarial Audit of the Company. The Secretarial Audit Report forthe financial year ended March 31 2015 is annexed herewith to this Report. Theobservations made by the Secretarial Auditor are self explanatory. Necessary steps arebeing taken to comply with the requirements.
For and on behalf of the Board the Directors wish to place on record their sincereappreciation for the positive co-operation received from Banks SEBI Shareholders RTAfarmers and Traders and all the staffs of the Company during the year.