Brand Realty Services Ltd.
|BSE: 531203||Sector: Financials|
|NSE: N.A.||ISIN Code: INE819G01012|
|BSE LIVE 15:14 | 19 Sep||Stock Is Not Traded.|
|NSE LIVE 05:30 | 01 Jan||Stock Is Not Traded.|
|BSE: 531203||Sector: Financials|
|NSE: N.A.||ISIN Code: INE819G01012|
|BSE LIVE 15:14 | 19 Sep||Stock Is Not Traded.|
|NSE LIVE 05:30 | 01 Jan||Stock Is Not Traded.|
TO THE MEMBERS OF BRAND REALTY SERVICES LIMITED
Your Directors have great pleasure in presenting the Annual Report together with theAudited Statement of Annual Accounts for the Year ended 31st March 2015.
FINANCIAL RESULTS: (Rupees in lakhs)
The over all performance for the financial year ended 31st March 2015 wassatisfactory. The profits of company earned during the year amounted to Rs. 808083/-However your Directors are confident that the company will do much better in future andtrying its level best to further improve its performance.
In order to conserve resources for expanding the business your Directors have opinednot to recommend any dividend for the year 2014-2015.
(A) Authorised Share Capital
The Authorised Share Capital of the Company stands at Rs. 160000000/-(divided into16000000 Equity shares of Rs.10/- each). During the year there has been no change inthe Authorised Share Capital of the Company.
(B) Paid-up Share Capital Equity
The paid up Share Capital of the Company stands at Rs. 30044000/- (divided into3004400 Equity shares of Rs.10/- each). During the year there has been no change in thepaid up Share Capital of the Company.
MANAGEMENT DISCUSSIONS AND ANALYSIS:
As per clause 49 of the Listing Agreement with the Stock Exchanges the ManagementDiscussion and Analysis report is annexed as "Annexure-1" to this Report.
Your Company has one subsidiary namely Ecopulse Infra Limited as on March 31 2015 andholds 51% shares (484500) in it. There are no associate companies within the meaning ofSection 2(6) of the Companies Act 2013 ("Act"). There has been no materialchange in the nature of the business of the subsidiaries. A separate statement containingthe salient features of the financial statements of the companys subsidiary is beingprovided in Form AOC-1 alongwith financial statements in terms of Section 129 (3) of theCompanies Act 2013 Pursuant to the provisions of section 136 of the Act the financialstatements of the Company consolidated financial statements along with relevant documentsand separate audited accounts in respect of subsidiaries are available on the website ofthe Company. The Details of the Subsidiary Company are as follows:
The company has sold all of its 51% holding in the subsidiary company on 22-04-2015 andis no longer a subsidiary effective 22-04-2015.
CONSOLIDATED FINANCIAL STATEMENTS
Your Directors have pleasure in attaching the consolidated financial statement pursuantto clause 32 of the listing agreement entered into with the stock exchange and prepared inaccordance with the accounting standard prescribed by the ICAI in this regard and formspart of the annual report.
(A) The ratio of the remuneration of each director to the median employeesremuneration and other details in terms of sub-section 12 of Section 197 of the CompaniesAct 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 are forming part of this report and is annexed as "Annexure -2" to this Report.
(B) The statement containing particulars of employees as required under Section 197(12)of the Companies Act 2013 read with Rule 5(2) and Rule 5 (3) of the Companies(Appointmentand Remuneration of Managerial Personnel) Rules 2014 forms part of this report. In termsof Section 136 of the Companies Act 2013 the same is open for inspection at theRegistered Office of the Company. Copies of this statement may be obtained by the membersby writing to the Company.
Retirement benefit in the form of provident fund is a defined contribution scheme. Thecontributions to the provident fund are charged to the statement to the profit and lossfor the year when the contributions are due.
Provision has been made in the accounts for expenses of gratuity.
DISCLOSURE UNDER SUB- SECTION(3) OF SECTION 134 OF COMPANIES ACT 2013 READ WITH RULE8(3) OF THE COMPANIES (ACCOUNTS) RULES 2014 A. CONSERVATION OF ENERGY
Your Company is not engaged in any manufacturing activity and thus its operations arenot energy intensive. However adequate measures are always taken to ensure optimumutilisation and maximum possible saving of energy.
B. TECHNOLOGY ABSORPTION
Your Company actively pursues a culture of technology adoption leveraging on theadvancements in technology to serve customers better manage process efficiently andeconomically and strengthen control systems. The Company has maintained a technologyfriendly environment for its employees to work in. In keeping with the current trends inthe areas of digital marketing and social media the Company has effectively used theseavenues in positioning itself in the market place and gain better Customer engagement.
C. FOREIGN EXCHANGE EARNINGS & OUTGO
There were no earnings and outgo in foreign exchange during the year under review.
CODES STANDARDS AND POLICIES AND COMPLIANCES THEREUNDER CODE OF CONDUCT FOR THE BOARDOF DIRECTORS AND THE SENIOR MANAGEMENT PERSONNEL
Your Company has adopted a Code of Conduct for its Board of Directors and the SeniorManagement Personnel. The Code requires the Directors and employees of the Company to acthonestly ethically and with integrity and in a professional and respectful manner. Duringthe year under review the Code of Conduct was revised as per the revised Clause 49 of theListing Agreement. A declaration by Chairman & Whole Time Director with regard tocompliance with the said code forms part of this Annual Report.
CODE FOR PROHIBITION OF INSIDER TRADING PRACTICES
Your Company has in place a Code for Prevention of Insider Trading Practices inaccordance with the Model Code of Conduct as prescribed under Securities and ExchangeBoard of India (Prohibition of Insider Trading) Regulations 1992 as amended and has dulycomplied with the provisions of the said code. The details of the same are provided inCorporate Governance Report forming part of this Annual Report.
WHISTLE BLOWER POLICY
Pursuant to the provisions of Section 177 (9) & (10) of the Companies Act 2013read with Rule 7 of Companies (Meetings of Board and its Powers) Rules 2014 and Clause 49of the Listing Agreement the Company has adopted a Whistle Blower Policy which providesfor a vigil mechanism that encourages and supports its Directors and employees to reportinstances of unethical behaviour actual or suspected fraud or violation of theCompanys Code of Conduct or Ethics Policy. It also provides for adequate safeguardsagainst victimisation of persons who use this mechanism and direct access to the Chairmanof the Audit Committee in exceptional cases. The details of the same are provided inCorporate Governance Report forming part of this Annual Report.
PREVENTION PROHIBITION & REDRESSAL OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
The Company has in place a Policy on Prevention Prohibition & Redressal of SexualHarassment of Women at Workplace and an Internal Complaints Committee (ICC) has beenconstituted thereunder. The primary objective of the said Policy is to protect the womenemployees from sexual harassment at the place of work and also provides for punishment incase of false and malicious representations.
COMPREHENSIVE RISK MANAGEMENT POLICY
Your Company has formulated and adopted a Comprehensive Risk Management Policy whichcovers a formalised Risk Management Structure alongwith other aspects of Risk Managementi.e. Credit Risk Management Operational Risk Management Market Risk Management andEnterprise Risk Management. The Risk Management Committee of the Board on periodic basisoversees the risk management systems processes and minimization procedures of theCompany.
NOMINATION REMUNERATION & EVALUATION POLICY
The Board has on the recommendation of the Nomination & Remuneration Committeeframed a Nomination Remuneration & Evaluation Policy which inter-alia lays down thecriteria for identifying the persons who are qualified to be appointed as Directors and/orSenior Management Personnel of the Company alongwith the criteria for determination ofremuneration of Directors KMPs and other employees and their evaluation and includesother matters as prescribed under the provisions of Section178 of Companies Act 2013 andClause 49 of the Listing Agreement. The details of the same are provided in CorporateGovernance Report forming part of this Annual Report.
RELATED PARTY TRANSACTION POLICY
Related Party Transaction Policy as formulated by the Company defines the materialityof related party transactions and lays down the procedures of dealing with Related PartyTransactions. The details of the same are provided in Corporate Governance Report formingpart of this Annual Report.
LISTING OF SECURITIES
The Companys Shares are listed at The Bombay Stock Exchange Ltd. Mumbai. Theaddress of the Stock Exchange is Phiroze Jeejeebhoy Towers Dalal Street MumbaiMaharashtra 400001.The company has paid listing fees to The Stock Exchange Mumbai for theyear 2015-2016.
DIRECTORS & KEY MANAGERIAL PERSONNEL
A brief resume of all the Directors nature of their expertise in specific functionalareas and names of companies in which they hold directorships memberships/ chairmanshipsof Board Committees and their shareholding in the Company are provided below: Mr. KamalManchanda age 53 years is a B. Tech. Graduate and has wide experience in the field ofReal Estate and financial sector. He is also Director in other Companies viz. Era ResortsPrivate Limited Sahil Securities Private Limited Brand Realty Private Limited TradewellPortfolios Private Limited KR Buildtech Private Limited Geek Securities(India) PrivateLimited Picasso Hospitality Private Limited Elite Realty Infratech Private Limited GSUE Consulting Private Limited Indura Finlease Private Limited Tradexpan (INDIA) PrivateLimited Centre Point Hospitality Management Private Limited Sahil and Elite StockBroking Limited Repoi Real Estate Services Private Limited Realtor Today Private LimtedElite Landbuild Private Limited Elite Realbuild Private Limited and Ecopulse InfraLimited. He is also a member of Share Transfer and Investor Grievance Committee and auditcommittee of your Company. He holds 1292945 Equity Shares in your Company.
Mrs. Aruna Manchanda age 45 years is an Arts Graduate and has wide experience in thefield of education and financial sector. She is also Director in other Companies viz.Sahil Securities Private Limited Brand Realty Private Limited Tradewell PortfoliosPrivate Limited Realtor Today Private Limted Repoi Real Estate Services Private Limitedand Designated Partner in Ohaana Clothing LLP. She is also a member of Share Transfer andInvestor Grievance Committee Nomination and Remuneration Committee and Audit Committee ofyour Company. She holds 755760 Equity Shares in your Company.
In accordance with the requirements of the Companies Act 2013 and the CompanysArticles of Association She is liable to retire by rotation in this AGM and beingeligible offered herself for reappointment. Directors solicit their approval for herreappointment as a director of the Company Mr. Surendra Kancheti age 56 years is aChartered Accountant and has wide experience in the field of accounts financial marketand wealth management. He is Independent director of your company. He is also a Directorin other companies viz. Sri Agencies & Logistics Private Limited and Wealth CreatorsPrivate Limited. He is also a member of Audit Committee and Nomination and RemunerationCommittee of your Company. He does not hold any share in your Company.
Mr. Nalin Mohan Mathur age 61 years is a M.A. Post Graduate in Economics and has wideexperience in the field of export management. He is not a director in any other company.He does not hold any share in your Company. He is Independent director of your companyfrom 31st July 2013. He is also a member of Audit Committee Nomination andRemuneration Committee and Share Transfer and Investor Grievance Committee of yourCompany.
During the year under review Ms. Shilpi Kulshrestha was appointed as the CompanySecretary of the Company with effect from 31st October 2014 and resigned witheffect from 22nd November 2014.
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.
Based on the confirmations received none of the Directors are disqualified for beingappointed/ reappointed as directors in terms of Section 164 the Companies Act 2013 witheffect from September 04 2014.
During the year under review Mr. Kamal Manchanda was designated as the Key ManagerialPersonnel of the Company as per the provisions of Companies Act 2013.
During the year under review the Board of Directors appointed Mr. Nikhil Agarwal as aChief Financial Officer effective 22.11.2014 as per the provisions of Companies Act 2013.
DIRECTORS RESPONSIBILITY STATEMENT
Your Directors would like to inform that the audited accounts containing the FinancialStatements for the year ended 31st March 2015 are in conformity with therequirements of the Companies Act 2013 and they believe that the financial statementsreflect fairly the form and substance of transactions carried out during the year andreasonably present the Companys financial condition and results of operations. TheseFinancial Statements are audited by M/s. R. Rastogi & Co. Chartered AccountantsStatutory Auditors of the Company. Pursuant to the provisions of Section 134(5) of theCompanies Act 2013 it is hereby confirmed that:
(a) in the preparation of the annual accounts for the year ended March 31 2015 theapplicable Accounting Standards had been followed along with proper explanation relatingto material departures
(b) the directors had selected such Accounting Policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the company as at March 31 2015 and of the profit ofthe 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 the Companies Act 2013 forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities;
(d) the directors had prepared the annual financial statements on a going concernbasis;
(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 provisionsof all applicable laws and that such systems were adequate and operating effectively
The Company holds at least four Board meetings in a year one in each quarterinter-alia to review the financial results of the Company. The Company also holdsadditional Board Meetings to address its specific requirements as and when required. Allthe decisions and urgent matters approved by way of circular resolutions are placed andnoted at the subsequent Board meeting. Annual calendar of meetings of the Board arefinalised well before the beginning of the financial year after seeking concurrence of allthe Directors. During the financial year 2014-15 Twelve (12) Board Meetings were convenedand held. The intervening gap between the Meetings was within the period prescribed underthe Companies Act 2013 and the Listing Agreement. The details of the Board meetings heldduring the year along with the attendance of the respective Directors thereat are set outin the Corporate Governance Report forming part of this Annual Report and annexed as"Annexure-3".
INTERNAL AUDIT & INTERNALFINANCIAL CONTROL SYSTEMS
The Company has an Internal Audit Department headed by a Senior Management PersonnelMr. Ankit Kapur Prop. of M/s Kapur & Associates Chartered Accountant was appointedas an Internal Auditor under the provisions of Section 138 of the Companies Act 2013 whoreports to the Audit Committee of the Board.
The Internal Audit Department conducts comprehensive audit of functional areas andoperations of the Company to examine the adequacy of and compliance with policiesprocedures statutory and regulatory requirements. Significant audit observations andfollow up actions thereon are reported to the Audit Committee. The Audit Committee reviewsadequacy and effectiveness of the Companys internal control environment and monitorsthe implementation of audit recommendations. The audit function maintains its independenceand objectivity while carrying out assignments. It evaluates on a continuous basis theadequacy and effectiveness of internal control mechanism. The function also proactivelyrecommends improvement in policies and processes suggests streamlining of controlsagainst various risks.
Your Company has laid down set of standards processes and structure which enables itto implement internal financial control across the Company and ensure that the same areadequate and operating effectively.
There was no material change affecting the financial position of the company betweenthe date of balance sheet and the date of this report except for the sale of subsidiarycompany.
SECRETARIAL AUDIT REPORT
Pursuant to the provisions of Section 204 of the Companies Act 2013 and the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Board of Directorsof the Company had appointed M/s. Parveen Rastogi & Co Practicing CompanySecretaries to undertake the Secretarial Audit of the Company for the financial year2014-15. The Secretarial Audit Report for the financial year ended March 31 2015 isannexed as "Annexure - 4" to this report. The said report does not contain anyqualification reservation or adverse remark and thus do not call for any furthercomments.
M/s R. Rastogi & Co. Chartered Accountants the Companys Auditors retire atthe conclusion of this Annual General Meeting and being eligible offer themselves forre-appointment which if made will be in confirmation with the provisions of Section 139of Companies Act 2013 and Rules made thereunder.
AUDITORS REPORT AND NOTES ON ACCOUNT
The observations made by the auditors are self explanatory and have also been furthersimplified in the notes to accounts.
Our responsibility is to express an opinion on these financial statements based on ouraudit. We conducted our audit in accordance with the Standards on Auditing issued by theInstitute of Chartered Accountants of India. Those Standards require that we comply withethical requirements and plan and perform the audit to obtain reasonable assurance aboutwhether the financial statements are free from material misstatement.
An audit involves performing procedures to obtain audit evidence about the amounts anddisclosures in the financial statements. The procedures selected depend on theauditors judgement including the assessment of the risks of material misstatementof the financial statements whether due to fraud or error. In making those riskassessments the auditor considers internal control relevant to the Companyspreparation and fair presentation of the financial statements in order to design auditprocedures that are appropriate in the circumstances. An audit also includes evaluatingthe appropriateness of accounting policies used and the reasonableness of the accountingestimates made by management as well as evaluating the overall presentation of thefinancial statements.
We believe that the audit evidence we have obtained is sufficient and appropriate toprovide a basis for our audit opinion.
AUDIT COMMITTEE & OTHER BOARD COMMITTEES
The Company has a duly constituted Audit Committee as per the provisions of Section 177of Companies Act 2013 and Clause 49 of the Listing Agreement with the stock exchanges.The Board of Directors has constituted other committees namely Nomination andRemuneration Committee Share Transfer and Investor Grievance Committee and RiskManagement Committee which enables the Board to deal with specific areas / activities thatneed a closer review and to have an appropriate structure to assist in the discharge oftheir responsibilities. The details of the composition of the Audit Committee alongwiththat of the other Board committees and their respective terms of reference are included inthe Corporate Governance Report forming part of this Annual Report. The Audit Committeeand other Board Committees meet at regular intervals and ensure to perform the duties andfunctions as entrusted upon them by the Board. The details of the Audit Committee andother Board Committees are also set out in the Corporate Governance Report forming part ofthis Annual Report.
RELATED PARTY TRANSACTIONS
There were no materially significant related party transactions i.e. transactions ofmaterial nature with its promoters directors or senior management or their relativesetc. that may have potential conflict with the interest of company at large. Transactionsentered with related parties as defined under the Companies Act 2013 and Clause 49 of theListing Agreement during the financial year 2014-15 were mainly in the ordinary course ofbusiness and on an arms length basis.
Prior approval of the Audit Committee is obtained by the Company before entering intoany related party transaction as per the applicable provisions of Companies Act 2013 andClause 49 of the Listing Agreement. As per the provisions of Section 188 of the CompaniesAct 2013 approval of the Board of Directors is also obtained for entering into RelatedParty Transactions by the Company. A quarterly update is also given to the Audit Committeeand the Board of Directors on the related party transactions undertaken by the Company fortheir review and consideration.
During the year the Company has not entered into any material contract arrangement ortransaction with related parties as defined under Clause 49 of the Listing Agreement andRelated Party Transaction Policy of the Company.
The policy on Related Party Transactions as approved by the Board is uploaded on theCompanys website. None of the Directors have any pecuniary relationships ortransactions vis--vis the Company.
Your Company has taken adequate measures to ensure that the provision of CorporateGovernance as prescribed under Clause 49 of the Listing Agreement with Stock Exchange arecomplied with. A detailed report on Corporate Governance alongwith a certificate fromParveen Rastogi & Co. Company Secretary in whole time practice on its Compliance bythe Company forms part of this report.
EXTRACT OF ANNUAL RETURN
Pursuant to Section 134(3)(a) and Section 92(3) of the Companies Act 2013 read withRule 12 of the Companies (Management and Administration) Rules 2014the extract of theAnnual Return as at March 31 2015 in the prescribed form MGT 9 forms part of thisreport and is annexed as "Annexure - 5".
Your Directors wish to place on records their gratitude to the CompaniesCustomers Bankers Shareholders dealers and suppliers for their assistance andco-operation and who have helped the company in its endeavor. The board also places onrecord its deep appreciation for the excellent support received from the employees at alllevel during the year.