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Bridge Securities Ltd.

BSE: 530249 Sector: Financials
NSE: N.A. ISIN Code: INE958C01017
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OPEN 6.00
CLOSE 6.00
VOLUME 1000
52-Week high 8.65
52-Week low 6.00
P/E
Mkt Cap.(Rs cr) 2.02
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Bridge Securities Ltd. (BRIDGESECURITIE) - Director Report

Company director report

To

The Members

Bridge Securities Limited

The directors hereby present their 20th Annual report on the business andoperations of the Company and the Audited financial accounts for the year ended on 31stMarch 2015

1. HIGHLIGHTS OF PERFORMANCE :

The income of the company has been increased from Rs. 914313.00 to Rs. 5445393.00

2. FINANCIAL RESULTS

Particulars For the year ended 31 March 2015 For the year ended 31 March 2014
1 Revenue from operations (gross) 5326572.00 311860.00
Less: Excise duty - -
Revenue from operations (net) 5326572.00 311860.00
2 Other income 118821.00 602453.00
3 Total revenue (1+2) 5445393.00 914313.00
4 Expenses
(a) Purchases of stock-in-trade 9108710.00 -
(b) Changes in inventories of finished goods work-in-progress and stock-in-trade (3490280.00) (597313.00)
(c) Employee benefits expense - 30500.00
(d) Depreciation and amortization expense - 22696.00
(e) Other expenses 340508.00 402238.00
Total expenses 5958938.00 (141879.00 )
5 Profit / (Loss) before exceptional and extraordinary items and tax (513545.00 ) 1056192.00
6 Profit / (Loss) before extraordinary items and tax (513545.00) 1056192.00
7 Profit / (Loss) before tax (513545.00 ) 1056192.00
8 Tax expense:
Deferred tax (1760.00 ) 5023.00
9 Profit / (Loss) from continuing operations (515305.00 ) 1061215.00
10 Profit / (Loss) for the year (515305.00 ) 1061215.00

3. DIVIDEND:

No dividend is being recommended by the Directors for the year ending 2015. As there isno profit/ the Board of Directors wants to plough back the profit in the business.

4. FIXED DEPOSITS:

- Public Deposits held by the Company as on 31-03-2015 Rs. NIL.

- Matured but not Claimed / Unpaid Public Deposits as on 31-03-2015:- NIL.

5. 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 -A”.

6. 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. 28th April 2014 5 5
2. 18th July 2014 5 5
3. 28th October 2014 5 5
4. 19th January 2015 5 5

Attendance of Directors at Board meetings:

Particulars

Attendance of th Board Meeting Held on

Name of Directors 28th April 2014 18th July 2014 28th Oct. 2014 19th Jan. 2015
HEMANT PRAVINCHANRA SHAH
DASHRATHLAL PRAHLADBHAI THAKKAR
BHARATKUMAR RATILAL SHAH
JAYSHREEBEN H. SHAH
PRAGNESH RATILAL SHAH

7. NAMES OF THE COMPANIES WHICH HAVE BECOME OR CEASED TO BE ITS SUBSIDIARY JOINTVENTURES OR ASSOCIATE COMPANIES :

NIL

8. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

• In terms of the Articles of Association of the Company and pursuant to section152 of the Companies Act 2013 SHRI HEMANT PRAVINCHANDRA SHAH (DIN 02040564) is liable toretires by rotation at the ensuing Annual General Meeting and being eligible offershimself for reappointment.

• During the Year under review pursuant to the provision of section 196 and 197of Companies Act 2013 the Board of Directors approved the Re-appointment of MR. PRAGNESHRATILAL SHAH as a managing director of the Company w.e.f 15th December 2014.

• The Company has received declarations from all the Independent Directors of theCompany confirming that they meet with the criteria of independence as prescribed bothunder sub-section (6) of Section 149 of the Companies Act 2013 and under Clause 49 of theListing Agreement with the Stock Exchanges.

• Details of remuneration of directors have been provided in the CorporateGovernance Report.

9. MATTERS AS PRESCRIBED UNDER SUB-SECTIONS (1) AND (3) OF SECTION 178 OF THE COMPANIESACT 2013:

This clause is not applicable to the company.

10. AUDITORS:

• STATUTORY AUDITORS:-

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 theAuditors’ Report are self explanatory and therefore do not call for any furthercomments.

• SECRETARIAL AUDITOR:-

Amrish N Gandhi of Amrish Gandhi & Associates Practicing Company Secretaries wasappointed to conduct the secretarial audit of the Company for the financial year 2014-15as required under Section 204 of the Companies Act 2013 and Rules thereunder. Thesecretarial audit report for FY 2014-15 forms part of the Annual Report as ‘ANNEXURE-B’ to the Board’s report .

11. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS UNDER SECTION 186:

NIL

12. 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.

13. CORPORATE GOVERNANCE:

Corporate Governance Report which as stipulated under the Listing Agreement enteredinto with the Stock Exchanges forms part of this Directors’ Report.

14. CEO/CFO CERTIFICATION:

The Chairman and Managing Director has issued certificate pursuant to the provisionsof Clause 49 of the Listing Agreement certifying that the financial statements do notcontain any untrue statement and these statements represent a true and fair view of theCompany’s affairs. The said certificate is annexed and forms part of the AnnualReport.

15. PARTICULARS CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES REFERRED TO INSUB-SECTION (1) OF SECTION 188:

NIL

16. RESERVES:

The company has proposed to transfer Rs. NIL of profit to the General Reserve/ CapitalRedemption Reserve or any other reserve for this year.

17. 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

18. 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

Business Risk

• Operating Environment

• Ownership Structure

• Competitive position

• Management Systems and Strategy governance structure Financial Risk

• Liquidity

• Profitability

• Capital Adequacy

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.

19. CORPORATE SOCIAL RESPONSIBILITY POLICY:

This clause is not applicable.

20. DIRECTORS’ RESPONSIBILITY STATEMENT:

A) that in the preparation of the annual financial statements for the year ended March312015 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 312015 and of theprofit 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 systems to ensure compliance with the provisions of all applicable laws was inplace and was adequate and operating effectively.

21. THE CHANGE IN NATURE OF BUSINESS:

There is no any material change in the business of the Company during the year underreview.

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 - D” 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 2014-15.

23. ACKNOWLEDGMENT

Your Directors would like to put on record their grateful appreciation for theassistance and cooperation received from the Bankers of the Company valued Customers ofthe Company Ahmedabad Stock Exchange Vadodara Stock Exchange and the Bombay StockExchange and various other Government and Semi Government Authorities Agencies andOffices. Your Directors would also like to put on record with thanks their deep sense ofappreciation for the assistance diligence and co-operation of the executives and staff ofthe Company.

DATE: 13/05/2015 PLACE: AHMEDABAD

By order of the Board of Directors

PRAGNESH SHAH CHAIRMAN AND MG. DIRECTOR DIN: 00144888

ANNEXURE- D

PARTICULARS OF EMPLOYEES

(Pursuant to rule 5(1) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014.

1. The percentage increase in remuneration of each Director Chief Financial Officerand Company Secretary during the financial year 2014-15 ratio of the remuneration of eachDirector to the median remuneration of the employees of the Company for the financial year2014-15.

Sr. No. Name of Director/KMP Remuneration for FY 2014-15 (Rs in) % increase in remuneration in FY 2014-15
1 PRAGNESH RATILAL SHAH NIL NIL
2 DASHRATHLAL PRAHLADBHAI THAKKAR NIL NIL
3 BHARATKUMAR RATILAL SHAH NIL NIL
4 HEMANT PRAVINCHANDRASHAH NIL NIL
5 JAYSHREEBEN H SHAH NIL NIL
6 RAJAN BHARATKUMAR SHAH* NIL NIL

*Appointed w.e.f. 15/05/2015

Form No. MGT-9

EXTRACT OF ANNUAL RETURN

As on the financial year ended on 31.03.2015 [Pursuant to section 92(3) of theCompanies Act 2013 and rule 12(1) of the Companies (Management and Administration) Rules2014]

I. Registration and other details :

CIN L67120GJ1994PLC023772
Registration date 06/12/1994
Name of the Company Bridge Securities Limited
Category / Sub-Category of the Company Company Limited by Shares/ Indian NonGovernment Company
Address of the registered office and 17 SUHASNAGAR SOCIETY NR DINESH HALL
contact details ASHRAM ROAD GUJARAT INDIA-380009.
Whether listed company (Yes/No) YES
Name address and contact details of Registrar and Transfer Agent if any SHAREPRO SERVICES INDIA PRIVATE LIMITED

II. Principal of business activities of the company :

All the Business Activities contributing 10% or more of the total turnover of theCompany shall be stated :

Sr. No. Name & Discription of main Products / Sercices NIC Code of the Product / Service % to total turnover of the Company
1 Financial services other than secrities 8040 100
dealing activities

III. Particulars of holding subsidiary and Associate Companies :

NIL

(I.) Shareholding pattern (Equity share capital breakup as percentage of Total Equity):(i) Category-wise Shareholding :

As on 31.03.2015

PARTICULARS NO. OF SHARE HOLDERS TOTAL NO. OF SHARES SHARES IN DEMAT FORM % OF TOTAL SHARES
(A) Shareholding of Promoter and Promoter Group
Indian
I.Individuals / Hindu Undivided Family 1 946451 946451 28.16
2.Bodies Corporate 1 154600 154600 4.60
Sub Total 2 1101051 1101051 32.76
Total shareholding of Promoter and Promoter Group (A) 2 1101051 1101051 32.76
(B) Public Shareholding
Non-Institutions
1.Bodies Corporate 31 429236 416236 12.77
2.Individuals
(A) Individual shareholders holding nominal share capital up to Rs. 1 lakh 4261 1039666 413666 30.93
(B) Individual shareholders holding nominal share capital in excess of Rs. 1 lakh 14 791295 791295 23.54
3.Any Others (Specify) 2 52 52 0.00
Non Resident Indians 2 52 52 0.00
Sub Total 4308 2260249 1621249 67.24
Total Public shareholding (B) 4308 2260249 1621249 67.24
Total Shareholding (A+B) 4310 3361300 2722300 100.00

As on 31.03.2014

PARTICULARS NO. OF SHARE HOLDERS TOTAL NO. OF SHARES SHARES IN DEMAT FORM % OF TOTAL SHARES
(A) Shareholding of Promoter and Promoter Group
(1) Indian
Individuals / Hindu Undivided Family 1 946451 946451 28.16
Bodies Corporate 1 154600 154600 4.60
Sub Total 2 1101051 1101051 32.76
Total shareholding of Promoter and Promoter Group (A) 2 1101051 1101051 32.76
(B) Public Shareholding
(1) Non-Institutions
Bodies Corporate 39 453914 440914 13.50
Individuals
Individual shareholders holding nominal share capital up to Rs. 1 lakh 4303 1036969 405869 30.85
Individual shareholders holding nominal share capital in excess of Rs. 1 lakh 14 769314 769314 22.89
Any Others (Specify) 2 52 52 0.00
Non Resident Indians 2 52 52 0.00
Sub Total 4358 2260249 1616149 67.24
Total Public shareholding (B) 4358 2260249 1616149 67.24
Total (A)+(B) 4360 3361300 2717200 100.00
Total (A)+(B)+(C) 4360 3361300 2717200 100.00

(II.) Shareholding of Promoters :

SR NO. NAME OF SHAREHOLDERS Shares held as on 31.03.2015 % of total Shares shares held as on 31.03.2014 % of total shares % of changes during the year
1 PRAGNESH RATILAL SHAH 946451 28.16 946451 28.16 NA
2 HEMVIN INTIGRATED FINANCE LTD 154600 4.60 154600 4.60 NA

(iii) Shareholding Pattern of top ten Shareholders (Other than directors Promoters andHolders of GDRs and ADRs) :

AS ON 31.03.2015

Sr. Name of Shareholders No of Shares % of Total Shares
1 VISHAL PRAGNESHBHAI SHAH 443700 13.20
2 HEM ARCADE LTD 165000 4.91
3 HEMVIN CONSTRUCTION LTD 164500 4.89
4 SUNIL BHANDARI HUF 82729 2.46
5 VINOD SHARES LTD 72827 2.17
6 SHASHANK GAUTAMBHAI THAKKER 38361 1.14
7 PRAGNESH R SHAH HUF 35409 1.05

AS ON 31.03.2014

Sr. Name of Shareholders No of Shares % of Total Shares
1 VISHAL PRAGNESHBHAI SHAH 443700 13.20
2 HEM ARCADE LTD 165000 4.91
3 HEMVIN CONSTRUCTION LTD 164500 4.89
4 SUNIL BHANDARI HUF 82729 2.46
5 VINOD SHARE LTD 76827 2.29
6 PRAGNESH R SHAH HUF 35409 1.05

(iv) Shareholding of Directors and Key managerial Personnel:

SR NO. NAME OF SHAREHOLDERS Shares held as on 31.03.2015 % of total Shares shares held as on 31.03.2014 % of total shares % of changes during the year
1 PRAGNESH RATILAL SHAH 946451 28.16 946451 28.16 NA

v. Indebtedness:

Indebtedness of the Company including interest outstanding / accrued but not due forpayment :

Secured Loans Excluding Deposits Unsecured Loans Deposits Total Indebted ness
Indebtedness at the beginning of the financial year
I) Principal Amount NA NA NA NA
ii) Interest Due but Not Paid NA NA NA NA
iii) Interest Accrued but not due NA NA NA NA
Total I + ii = iii NA NA NA NA
Change in indebtedness during the financial year
I) Addition NA NA NA NA
ii) Reduction NA NA NA NA
Net Change NA NA NA NA
Indebtedness at the endof the financial year
I) Principal Amount NA NA NA NA
ii) Interest Due but Not Paid NA NA NA NA
iii) Interest Accrued but not due NA NA NA NA
Total I + ii = iii NA NA NA NA

vi. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL-

A. Remuneration to Managing Director Whole-time Directors and/or Manager :

Sr. Particulars of remuneration

Name of MD/WTD/Manager

Total Amount
1 Gross salary
(a) Salary as per provisions contained in section 17(1) of the Income-tax Act 1961 NA NA NA NA NA
(b) Value of perquisites u/s 17(2) Income-tax Act 1961 NA NA NA NA NA
(c) Profits in lieu of salary under section 17(3) Income- tax Act 1961 NA NA NA NA NA
2 Stock Option NA NA NA NA NA
3 Sweat Equity NA NA NA NA NA
4 Commission- as % of profit- others specify... NA NA NA NA NA
5 Others please specify NA NA NA NA NA
Total (A) NA NA NA NA NA

B. Remuneration to other directors

Sr. Particulars of remuneration

Name of MD/WTD/Manager

Total Amount
1 Independent Directors
Fee for attending board committee meetings NA NA NA NA NA
Commission NA NA NA NA NA
Others please specify NA NA NA NA NA
Total (1) NA NA NA NA NA
2 Other Non-Executive Directors
Fee for attending board committee meetings NA NA NA NA NA
Commission NA NA NA NA NA
Others please specify NA NA NA NA NA
Total (2) NA NA NA NA NA
Total (B)=(1+2) NA NA NA NA NA
Total ManagerialRemuneration NA NA NA NA NA

VII. PENALTIES / PUNISHMENT/ COMPOUNDING OF OFFENCES :

Type Section of the Companies Act Brief Description Details of Penalty / Punishment / Compounding fees imposed Authority [RD / NCLT / COURT] Appeal made if any (give Details)
A. COMPANY
Penalty NA NA NA NA NA
Punishment NA NA NA NA NA
Compounding NA NA NA NA NA
B. DIRECTORS
Penalty NA NA NA NA NA
Punishment NA NA NA NA NA
Compounding NA NA NA NA NA
C. OTHER OFFICERS IN DEFAULT
Penalty NA NA NA NA NA
Punishment NA NA NA NA NA
Compounding NA NA NA NA NA

DEMATERIALIZATION OF SHARES : (as on March 312015)

Particular No. of Equity Share % to Share Capital
NSDL 875663 26.05
CDSL 1846637 54.94
Physical 639000 19.01
Total 3361300 100.00

DISTRIBUTION OF SHAREHOLDING: (as on March 312015)

No. of Shares Total Shareholders % of Total Shareholders Total Shares % of Total Shares
Up to 500 4008 92.993 606329 18.04
500 1000 150 3.480 124299 3.70
1001 2000 78 1.809 120048 3.57
2001 3000 24 0.556 61581 1.83
3001 4000 13 0.301 43491 1.29
4001 5000 6 0.139 26599 0.79
5001 10000 12 0.278 84280 2.51
10001 and above 19 0.440 2294673 68.27
Total 4310 100.00 3361300 100.00

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