BRIDGE SECURITIES LTD
The directors hereby present their 21st Annual report on the business andoperations of the Company and the Audited financial accounts for the Year ended 31stMarch 2016.
1. HIGHLIGHTS OF PERFORMANCE :
The income of the company has been increased from Rs. 5445939 to Rs. 7107460.
2. FINANCIAL RESULTS:
|Sr. No. ||Particulars ||For the year ended 31st March 2016 ||For the year ended 31st March 2015 |
|1 ||Revenue from operations (net) ||6972747.00 ||5326572.00 |
|2 ||Other income ||134713.00 ||118821.00 |
|3 ||Total revenue (1+2) ||7107460.00 ||5445939.00 |
|4 ||Expenses || || |
| ||(a) Purchases of stock-in-trade ||4856415.00 ||9108710.00 |
| ||(b) Changes in inventories of finished goods work-in-progress and stock- in-trade ||3434475.00 ||(3490280.00) |
| ||(c) Other expenses ||496059.00 ||340508.00 |
| ||Total expenses ||8786949.00 ||5958938.00 |
|5 ||Profit / (Loss) before tax ||(1679489.00 ) ||(513545.00) |
|6 ||Tax expense: || || |
| ||Deferred tax ||(1560.00 ) ||(1760.00) |
|7 ||Profit / (Loss) for the year ||(1681049.00 ) ||(515305.00 ) |
| ||Earning Per Share(Excluding Extraordinary Items) ||-0.50 ||-0.15 |
| ||Basic ||-0.50 ||-0.15 |
| ||Diluted || || |
3. FINANCIAL SUMMARY
The total revenue of the Company has increased from Rs. 5445393.00 to Rs. 7107460.00.The Loss before tax of the Company has also increased from (513545.00) to (1679489.00).The net loss after tax has increased to (1681049.00) as compared to previous year s netloss of (515305.00).
4. CHANGE IN NATURE OF BUSINESS IF ANY
There are no material changes and commitments that would affect the financial positionof the Company to which the financial statements relate and the date of the directorsreport.
No divined is being recommended by the Directors for the year ending 2016. As there isno profit/ the Board of Directors wants to plough back the profit in the business.
- Public Deposits held by the Company as on 31-03-2016 Rs. NIL.
- Matured but not Claimed / Unpaid Public Deposits as on 31-03-2016:- NIL.
7. CHANGE OF REGISTRAR & SHARE TRANSFER AGENT:
During the first quarter of Calendar Year 2016 there were certain allegations of fraudand malpractices in the conduct and operations of Sharepro Services (India) Pvt Ltd (Sharepro ) who has been the Registrar and Share Transfer (R&T) Agent of the Companyand upon preliminary investigations SEBI had issued an order dated 22nd March2016 inter alia restraining Sharepro from involving in market related activities.
Subsequently in pursuance of the advisory issued by SEBI vide Order dated 22ndMarch 2016 and considering that key employees were leaving Sharepro which could affectR&T services at Sharepro in future your Company has appointed M/s Link Intime IndiaPrivate Ltd as the R&T Agent in place of Sharepro. The said changeover of R&Tagent shall take effect from 1st July 2016.
8. EXTRACT OF ANNUAL RETURN AS PER SECTION 92 (3) OF COMPANIES ACT 2013:
The details forming part of the extract of the Annual Return in form MGT- 9 is annexedherewith as "ANNEXURE -I".
9. BOARD MEETINGS HELD DURING THE YEAR:
|SR NO. ||Date on which board Meetings were held ||Total Strength of the Board ||No of Directors Present |
|1. ||13th May 2015 ||5 ||5 |
|2. ||10th August 2015 ||5 ||5 |
|3. ||04th November 2015 ||5 ||5 |
|4. ||12th February 2016 ||5 ||5 |
Attendance of Directors at Board meetings:
|PARTICULARS || |
Attendance of the Board Meeting Held on
|Name of Directors ||13th 2015 ||10th May August 2015 ||04th November 2015 ||12th February 2016 |
|Hemant Pravinchandra ||v ||v ||v ||v |
|Shah || || || || |
|Dashrathlal Prahladbhai ||v ||v ||v ||v |
|Thakkar || || || || |
|Bharatkumar Ratilal Shah ||v ||v ||v ||v |
|Jayshreeben H Shah ||v ||v ||v ||v |
|Pragnesh Ratilal Shah ||v ||v ||v ||v |
10. NAMES OF THE COMPANIES WHICH HAVE BECOME OR CEASED TO BE ITS SUBSIDIARY JOINTVENTURES OR ASSOCIATE COMPANIES: NIL
11. DIRECTORS AND KEY MANAGERIAL PERSONNEL:
In terms of the Articles of Association of the Company and pursuant to section 152 ofthe Companies Act 2013 Mr. Pragnesh Ratilal Shah (DIN: 00144888) is liable toretires by rotation at the ensuing Annual General Meeting and being eligible offershimself for re-appointment.
Details of remuneration of directors have been provided in the Corporate GovernanceReport.
12. DECLARATION BY INDEPENDENT DIRECTOR(S) AND RE-APPOINTMENT IF
The Company has received declarations from all the Independent Directors of the Companyconfirming that they meet with the criteria of independence as prescribed both undersub-section (6) of Section 149 of the Companies Act 2013 and Regulation 16(1) (b) of theSEBI (Listing Obligations and Disclosure Requirements) Regulations 2015.
An Independent director shall hold office for a term up to five consecutive years onthe Board of a Company but shall be eligible for next five years on passing of a specialresolution by the Company and disclosure of such appointment in the Board s
13. SEPARATE MEETING OF THE INDEPENDENT DIRECTORS:-
The Independent Directors of your Company in a separate meeting held on 28thMarch 2016 to carry out the evaluation for the financial year 2015-16 and inter aliadiscussed the following:
Reviewed the performance of Non-Independent Directors of the Company and theBoard as a whole.
Reviewed the performance of the Chairman of the Company taking into account theviews of Executive Directors and Non-executive Directors.
Assessed the quality quantity and timelines of flow of information between theCompany management and the Board that is necessary for the Board to effectively andreasonable perform their duties.
All Independent Directors of the Company were present at the Meeting.
14. REMUNERATION POLICY
The Board has on the recommendation of the Remuneration Committee framed a policy forselection and appointment of Directors Senior Management and their remuneration. Detailsof remuneration of directors have been provided in the Corporate Governance Report.
15. LISTING AGREEMENT
The Securities and Exchange Board of India (SEBI) on 2nd September 2015issued SEBI (Listing Obligation and Disclosure Requirements) Regulation 2015 with the aimto consolidate and streamline the provisions of the listing Agreement for differentsegments of capital markets to ensure better enforceability. The said regulations wereeffective 1st December 2015. Accordingly all listed entities were required toenter into the New Listing Agreement within six months form the effective date. TheCompany entered into Listing Agreement with BSE Limited during the March 2016.
M/s. ASHWIN K. YAGNIK & CO. Chartered Accountants Auditors of the Company needsto be ratified at the annual general meeting and being eligible offers themselves forre-appointment. The company has received a certificate from the auditors to the effectthat their re-appointment if made would be in accordance with the provisions of section141 of the Companies Act 2013.
The notes to the accounts referred to in the Auditors Report are self explanatory andtherefore do not call for any further comments.
Amrish N Gandhi of Amrish Gandhi & Associates Practicing Company Secretaries wasappointed to conduct the secretarial audit of the Company for the financial year2015-2016 as required under Section 204 of the Companies Act 2013 and Rules thereunder.The secretarial audit report for FY 2015-16 forms part of the Annual Report as ANNEXUREIV to the Board's report.
17. INTERNAL AUDIT & CONTROLS
The Company continues to engage M/S Bhaumik Shah & Co. Chartered Accountants asits Internal Auditor. During the year the Company continued to implement theirsuggestions and recommendations to improve the control environment. Their scope of workincludes review of processes for safeguarding the assets of the Company review ofoperational efficiency effectiveness of systems and processes and assessing the internalcontrol strengths in all areas. Internal Auditors findings are discussed with the processowners and suitable corrective actions taken as per the directions of Audit Committee onan ongoing basis to improve efficiency in operations.
18. VIGIL MECHANISM:
Pursuant to Section 177(9) of the Companies Act 2013 the company has adopted WhistleBlower Policy to deal with any instance of fraud and mismanagement. The employees of thecompany are free to report violations of any laws rules regulations and concerns aboutunethical conduct to the Audit Committee under this policy. The policy ensures that strictconfidentiality is maintained whilst dealing with concerns and also that no discriminationwith any person for a genuinely raised concern.
19. DISCLOSURE ABOUT COST AUDIT
20. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS UNDER SECTION
21. AUDIT COMMITTEE:
The composition and the functions of the Audit Committee of the Board of Directors ofthe Company are disclosed in the Report on Corporate Governance which is forming a partof this report.
22. PARTICULARS OF EMPLOYEES:
A statement containing the names and other particulars of employees in accordance withthe provisions of section 197(12) of the Companies Act 2013 read with rule 5(1) of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 is appendedas "ANNEXURE II" to this report.
No employee has received remuneration in excess of the limits set out in rules 5(2) and5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014during FY 2015-16.
23. CORPORATE GOVERNANCE:
Corporate Governance Report as per ANNEXURE-III which as stipulated under theListing Agreement entered into with the Stock Exchanges forms part of this
24. CEO/CFO CERTIFICATION:
The Chairman and Managing Director Chief Financial Officer have issued certificatepursuant to the provisions of Regulation 17(8) as specified in Part B of Schedule II ofthe SEBI (LODR) Regulation 2015 certifying that the financial statements do not containany untrue statement and these statements represent a true and fair view of the Company'saffairs. The said certificate is annexed as ANNEXURE-IV and forms part of theAnnual Report.
The company has proposed to transfer (-1681049) to the General Reserve for thisfinancial year.
26. ENERGY CONSERVATION TECHNOLOGY ABSORPTION AND FOREIGN
EXCHANGEEARNINGS AND OUTGO:
A) Conservation of Energy:
Company has not made any capital investment or not taken any other steps forconservation of energy or the clause is not applicable.
B) Technology absorption:
Your company has not made any efforts towards technology absorption and neitherimported any technology nor made any expenditure on research and developments.
C) Foreign Exchange earnings and outgo:
Foreign Exchange inflow (Rs.): NIL
Foreign Exchange outflow (Rs.): NIL
27. RISK MANAGEMENT:
A. Risk Management Committee
The Company has not constituted any risk management committee. However the Board as andwhen required reviews the Risk Management Policy.
B. Major risks affecting the existence of the company
Management Systems and Strategy governance structure
C. Steps taken to mitigate the risks:
Company has not framed any formal risk management policy. However Board of directorsare constantly trying to avoid the risks by way of planning developing strategies toremain in the market reviewing government policies and procedures and doing marketingactivities to remain in the market.
28. CORPORATE SOCIAL RESPONSIBILITY POLICY:
This clause is not applicable.
29. DIRECTORS RESPONSIBILITY STATEMENT:
a. that in the preparation of the annual financial statements for the year ended March31 2016 the applicable accounting standards have been followed along with properexplanation relating to material departures if any;
b. that such accounting policies have been selected and applied consistently andjudgement and estimates have been made that are reasonable and prudent so as to give atrue and fair view of the state of affairs of the Company as at March 31 2016 andof the profit of the Company for the year ended on that date;
c. that proper and sufficient care has been taken 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. That the annual financial statements have been prepared on a going concern basis.
e. That proper internal financial control was in place and that the financial controlswere adequate and were operating effectively.
f. That system to ensure compliance with the provisions of all applicable laws was inplace and was adequate and operating effectively.
30. TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND
Your 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).
31. THE CHANGE IN NATURE OF BUSINESS:
There is no any material change in the business of the Company during the year underreview.
32. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS ORTRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY S OPERATIONS IN FUTURE:
33. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTIONPROHIBITION AND REDRESSAL) ACT 2013
During the year under review there were no cases filed pursuant to the aforesaid Act.
34. MANAGEMENT DISCUSSION AND ANALYSIS:
Industry Structure and Development:
The year under review had been negative from stock market point of view. NIFTY hasdeclined 8.87% during the current year. However our prudent investment policies helped inhaving a positive income from the stock market. However as the overall market was innegative we had limited income from the capital market. The present stock marketenvironment is volatile mainly considering global factors. However due to our prudentinvestment practices we feel that we will withstand the global pressure and barringunforeseen circumstances we should be able to maintain our profitability.
Opportunities and threats:
The growth of the Company is subject to opportunities and threats as are applicable tothe industry from time to time.
In the near future the Company intends to continue to focus on its current business ofinvestment management consultation.
Risk and Concerns:
While risk is an inherent aspect of any business the Company is conscious of the needto have an effective monitoring mechanism and has put in place appropriate measures forits mitigation including business portfolio risk financial risk legal risk and internalprocess risks.
Internal Control Systems and their adequacy:
The Company's internal control systems are commensurate with the nature of its businessand the size and complexity of its operations. These systems are designed to ensure thatall assets of the Company are safeguarded and protected against any loss and that alltransactions are properly authorized recorded and reported.
The Company believes that its people are its most important asset and thus continuouslystrives to scale up its employee engagement through well structured systems and avisionary HR philosophy. The Company continues to lays emphasis on building and sustainingthe excellent organization climate based on human performance. Performance management isthe key word for the Company. Pursuit of proactive policies for industrial relations hasresulted in a peaceful and harmonious situation in the Company. We are highly focused ondeveloping our employees to perform with the same excellence for the challenges and hugebusiness opportunities that are envisaged in future. The Company firmly believes thatintellectual capital and human resources is the backbone of the Company s success.
This Management Discussion and Analysis statement of the Annual Report has beenincluded in adherence to the spirit enunciated in the code of corporate governanceapproved by the Securities and Exchange Board of India. Statement in the ManagementDiscussion and Analysis describing Company s objectives projections estimatesexpectation may be forward-looking statements within the meaning of applicable securitieslaws and regulations. Actual result could differ materially from those expressed orimplied. Important factors that could make a difference to the Company s operation includeeconomic conditions affecting demand/supply and price conditions in the Governmentregulations tax laws and other status and other incidental factors. Further thediscussion following herein reflects the perceptions on major issues as on date and theopinion expressed here are subject to change without notice. The Company undertakes noobligations to publicly update or revise any of the opinions of forward looking statementsexpressed in this report consequent to new information future events or otherwise.Readers are hence cautioned not to place undue reliance on these statements and areadvised to conduct their own investigation and analysis of the information contained orreferred to this statement before taking any action with regard to specific objectives.
Your Directors would like to put on record their grateful appreciation for theassistance and cooperation received from the Bankers of the Company Ahmedabad StockExchange Vadodara Stock Exchange and the Bombay Stock Exchange and various otherGovernment and Semi Government Authorities Agencies and Offices. Your Directors wouldalso like to put on record with thanks their deep sense of appreciation for theassistance diligence and co-operation of the executives and staff of the Company.
|Registered office:- ||BY ORDER OF THE BOARD OF DIRECTORS |
|17 Suhas Nagar Society Nr. ||FOR BRIDGE SECURITIES LTD. |
|Dinesh Hall Ashram Road || |
|Ahmedabad Gujarat 380009. || |
|CIN: || |
|L67120GJ1994PLC023772 || |
| ||PRAGNESH R SHAH |
|Place:- AHMEDABAD ||CHAIRMAN AND MANAGING DIRECTOR |
|Date: 28/05/2016 ||DIN:-00144888 |
ANNEXURE - II TO DIRECTORS REPORT
PARTICULARS OF EMPLOYEES:-
(Pursuant to rule 5(1) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014.
1. There is no 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.
|Sr. No. ||Name of Director/KMP ||Remuneration for FY 2015-16 (Rs in) ||% increase in remuneration in FY 2015-16 |
|1. ||Pragnesh R Shah ||NIL ||NA |
| ||Managing Director || || |
|2. ||Dashrathlal P Thakkar ||NIL ||NA |
| ||Director || || |
|3. ||Bharatkumar R Shah ||NIL ||NA |
| ||Director || || |
|4. ||Hemant P Shah ||NIL ||NA |
| ||Director || || |
|5. ||Jayshreeben H Shah ||NIL ||NA |
| ||Director || || |
|6. ||Rajan B Shah ||NIL ||NA |
| ||Chief Financial Officer || || |
2. There were no permanent employees on the rolls of Company as on 31st March2016.
3. Relationship between average increase in remuneration and company performance:-
The average increase in remuneration is associated with and driven by achievement ofannual corporate goals and overall business financial and operational performance of theCompany.
Minimum Remuneration:- In financial year the Company has no profits or its profits areinadequate the Company shall pay remuneration to its Managing Director in accordance withthe provisions of Schedule V of the Companies Act 2013.
4. Comparison of Remuneration of the Key Managerial Personnel(s) against theperformance of the Company:-
The Revenue from operations of the Company for FY 2015-16 increased by 30.52% ascompared to FY 2014-15. The criteria for remuneration of managerial personnel are based onthe remuneration policy as approved by the board of directors.
5. Average percentage increase made in the salaries of employees other than themanagerial personnel in the last financial year i.e. 2014-15 and whereas the increase inthe managerial remuneration for the same financial year:-
6. The key parameters for any variable component of remuneration availed by thedirectors:-
7. 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:-
8. It is hereby affirmed that the remuneration paid is as per the RemunerationPolicy of the Company.
9. Market Capitalization:-
|Date ||Issued Shares(in Amt) ||Closing Market Price per Share (Rs) ||EPS(Rs) ||PE Ratio ||Market Capitalization |
|31.03.2015 ||33613000 ||9.50 ||-0.15 ||-63.33 ||319323500 |
|31.03.2016 ||33613000 ||8.65 ||-0.50 ||-17.3 ||290752450 |
|Increase/(Decrease) ||NIL ||(17.28%) ||53.125% ||150.2% ||17.28% |
|Increase/(Decrease) % ||NIL ||8.95% ||(233.33) ||(72.68%) ||8.95% |