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Brahmanand Himghar Ltd.

BSE: 590081 Sector: Others
NSE: N.A. ISIN Code: INE318G01015
BSE LIVE 12:16 | 28 Feb Stock Is Not Traded.
NSE 05:30 | 01 Jan Stock Is Not Traded.
OPEN 4.08
PREVIOUS CLOSE 4.29
VOLUME 1
52-Week high 5.60
52-Week low 2.90
P/E
Mkt Cap.(Rs cr) 6
Buy Price 0.00
Buy Qty 0.00
Sell Price 4.08
Sell Qty 999.00
OPEN 4.08
CLOSE 4.29
VOLUME 1
52-Week high 5.60
52-Week low 2.90
P/E
Mkt Cap.(Rs cr) 6
Buy Price 0.00
Buy Qty 0.00
Sell Price 4.08
Sell Qty 999.00

Brahmanand Himghar Ltd. (BRAHMAHIMGHAR) - Director Report

Company director report

TO

THE MEMBERS

BRAHMANAND HIMGHAR LIMITED

Your Directors have pleasure in presenting their Twenty Sixth Annual Report and AuditedAccounts of your Company for the year ended 31st March 2016.

FINANCIAL RESULTS: 31.03.2016 31.03.2015
Profit for the year ended 59790970.00 4424555.00
LESS : Provision for Taxation
Current Tax 12863840.00 864782.00
Deferred Tax (Assets) (258003.00) 208880.00
Tax for Earlier Years 4475.00 -
47180658.00 3350893.00
Add : Profit B/F from previous year 33392823.00 32187209.00
Add: Mat Credit Entitlement - 247805.00
SUB T OTAL 80573481.00 35785907.00
Less : Transferred to Statutory Reserve 11958194.00 2393084.00
BALANCE C/F TO BALANCE SHEET 68615287.00 33392823.00

DIVIDEND

Your Director s regret for not recommending Dividend on Equity Shares and decided toretain the profits.

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.

CORPORATE GOVERNANCE

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.

MATERIAL CHANGES

No Material changes and commitments have been occurred affecting the financial positionof the company which have occurred between the end of the financial year of the company towhich the financial statements relate and the reporting period.

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 himself for re-appointment. Mr. Rajendra Kumar Agrawal has resignedfrom the post of Managing Director with effect from 05th September 2015. TheBoard places on record its deep appreciation for the valuable contribution made by himduring his tenure as Managing Director of the Company.

The Board has approved the appointment of Mr. Manoj Kumar Agarwal as Managing Directorof the Company with effect from 05th September 2015.

The Company has appointed Ms. Shilpi Ghosh as CFO of the Company with effect from 05thSeptember 2015 as required under section 203 of the Companies 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 section149(6) of the Act and of the LODR with the Stock Exchanges.

BOARD EVALUATION

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.

REMUNERATION POLICY

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.

MEETINGS

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.

OBLIGATION OF COMPANY UNDER THE SEXUAL HARASSMENT OF WOMEN AT THE WORKPLACE(PREVENTION PROHIBITION & REDRESSAL) ACT 2013

The Company has ZERO Tolerance for Sexual Harassment at workplace and has adopted apolicy on prevention of Sexual Harassment of Women at workplace. There were no complaintsreceived during the year. Further the Board extends its full responsibility to manage andact promptly in such cases.

HUMAN RESOURCES

Our Company treats its Human Resources as one of its most important assets.

Our Company continuously invests in attraction retention and development of talent onan ongoing basis. A number of programme that provide focused people attention arecurrently are under way. Our Company thrust is on the promotion of talent internallythrough job rotation and job enlargement.

TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND

The Company did not have any funds lying unpaid or unclaimed for a period of SevenYears. Therefore there were no funds which were required to be transferred to InvestorEducation and Protection Fund (IEPF) as required by statutory provisions.

AUDIT COMMITTEE

The Audit Committee comprises Independent Directors namely Mr. 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.

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 Financial Officerand Company Secretary during the financial year 2015-16 ratio of the remuneration of eachDirector to the median remuneration of the employees of the Company for the financial year2015-16 and the comparison of remuneration of each Key Managerial Personnel (KMP) againstthe performance of the Company are as under:

Sl. No . Name of Director/ KMP & Designation

Remuneration of Director/KMP for the financial year 2015-16 (C In lacs)

% increase in Remunerati on in the Financial year 2015-16

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 Managing Director 0.96 Till Sep 2015 NIL 1.65
2. Manoj Kumar Agarwal Managing Director 1.05 since Sep 2015 NIL 1.55 Profit before tax increased by 1251% and profit after tax increased
3. Shalini Kumari Agarwal Company Secretary 1.55 NIL Not Applicable by 1211%
4. Shilpi Ghosh Chief Financial Officer 0.93 Since Sep 15 NIL Not Applicable

(ii) The median remuneration of employees of the Company during the financial year wasC 38829/-.

(iii) There were no permanent employees on the rolls of Company as on March 31 2016.

(iv) There is no change in remuneration of Managing Director and performance of theCompany increased by 1251% to C 598 Lacs in 2015-16 (44.24 Lacs in 2014-15).

(v) PE Ratio of the Company was 3.37 as at 31.03.2016 and was 0.24 as at 31.03.2015.

(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.

(IX) Mr. Manoj Kumar Agarwal appointed as Managing Director for a period of Five Yearssince 05.09.2015 with a monthly remuneration of C 15000/-.

RELATED PARTY TRANSACTION

All Related Party Transactions that were entered into during the financial year were onarm s length basis and were in the ordinary course of business. There are no materiallysignificant related party transactions made by the Company with Promoters Key ManagerialPersonnel or other designated persons which may have potential conflict with interest ofthe Company at large. Your Directors draw attention of the members to Notes to thefinancial statement which sets out related party disclosures.

Accordingly particulars of contracts or arrangements with related parties referred toin section 188(1) along with the justification for entering into such contracts orarrangements in Form AOC-2 does not form part of the report.

SUBSIDIARY/ASSOCIATES COMPANY

During the year under review the following Companies are the Associate Companies: 1.Bindu Food Processors Pvt. Ltd. 2. Sapna Distributors Pvt. Ltd.

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.

BONUS ISSUE

The Company has not allotted any Bonus Shares during the year.

ISSUE OF SHARES

During the Financial year ended 31st March 2016:-

i) The Company has not granted any Employees Stock Option.

ii) The Company has not issued any Sweat Equity Shares.

iii) The Company has not issued any equity shares with differential rights.

PUBLIC ISSUE

During the year under review your Company has not issued any securities to the public.

PUBLIC DEPOSIT

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 Company s shares and prohibitsthe purchase or sale of Company s shares by the Directors and the designated employeeswhile in possession of unpublished price sensitive information in relation to the Companyand 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 was observed.

During the year the company appointed M/S. KEDIA SINGHANIA & CO. CharteredAccountants as an internal auditor.

The firm is authorized by the Audit Committee to access the adequacy and compliance ofinternal control process statutory requirements etc. The Audit Committee met regularly toreview reports submitted by the Internal Auditor. The Audit Committee upon discussion withinternal auditor set up applicable control measures for the Company.

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 Report areself-explanatory and do not call for any further comments. The Auditors Report does notcontain 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 MembershipNo. 1321 to undertake the Secretarial Audit of the Company. The Secretarial Audit Reportfor the financial year ended March 31 2016 is annexed herewith to this Report. Steps arebeing taken to regularising he deficiencies stated in the Report.

APPRECIATION

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.

Place: Medinipur For and on behalf of the Board
Dated: May 30 2016 Bimal Kumar Agarwal
Chairman