BRONZE INFRA-TECH LIMITED
Your Directors have pleasure in presenting their 12th Annual Report together with theAudited Financial Statements of the Company for the Year ended March 31 2016. FINANCIALRESULTS: (Amount in Rs)
|Particulars ||March 31 2016 ||March 31 2015 |
|Revenue from Operations ||15248531 ||20751830 |
|Other Income ||1884038 ||174990 |
|Total Income ||17132569 ||20926820 |
|Profit before depreciation Interest & taxation ||616337 ||192175 |
|Less: Depreciation ||93400 ||112905 |
|Profit before taxation ||522937 ||79270 |
|Less: Provision for taxation ||192810 ||45000 |
|Earlier Years tax ||(24393) ||- |
|Deffered Tax ||28553 ||(21011) |
|Profit after taxation ||325967 ||55281 |
|Balance carried to Balance sheet ||325967 ||55281 |
Gross Revenue From Operation of the Company in the current year is stood at Rs15248531/- as against Rs. 20751830/- in the previous year. Profit before taxation inthe current year stood at Rs. 522937/- against Rs. 79270/- in the previous year. Thenet profit of the Company for the year under review was placed at Rs 325967/- as againstRs. 55281/- in the previous year.
Your Companys Director feel that it is prudent to plough back the profits forfuture growth of the Company and hence do not recommend any dividend for the year ended31st March 2016.
Your Company did not transfer any amount to General Reserve this year.
The paid up equity capital as on March 31 2016 was Rs. 172765000/- (RupeesSeventeen Crore Twenty Seven Lacs Sixty Five Thousand Only). There was no change in sharecapital during the year under review.
CHANGES IN THE NATURE OF BUSINESS:
There has been no Change in the nature of the business of your Company.
Your Company has not accepted any deposits within the meaning of Section 73 of theCompanies Act 2013 and the Companies (Acceptance of Deposits) Rules 2014.
PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS:
Details of Loans Guarantees or Investments under Section 186 of the Companies Act2013 are given in the notes to the Financial Statements.
INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:
Your Company has an adequate Internal Control System commensurate with the size scaleand complexity of its operations. The scope of work includes review of process forsafeguarding the assets of the Company review of operational efficiency effectiveness ofsystems and processes and assessing the internal control strengths in all areas.
CORPORATE SOCIAL RESPONSIBILITY (CSR) INITIATIVES:
In pursuance of the provision of Section 135 of the Companies Act 2013 the CSRprovisions are not applicable to your Company.
CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION:
The particulars of conservation of energy and technology absorption as required underSection 134(3)(m) of the Companies Act 2013 read with the Companies (Accounts) Rules2014 are not applicable to your Company.
FOREIGN EXCHANGE EARNINGS AND OUT-GO:
During the period under review there were earnings of Rs 6124/- for the purpose ofbusiness.
APPOINTMENT/ CESSATION OF DIRECTORS & KMPs: i) APPOINTMENT
Mr. Shyama Charan Kumar has been appointed as a Managing Director cum CFO and Mr.Pijush Kundu as an Additional Independent Director of the Company w.e.f. 27th August2016. The Board now recommends the appointment of Mr. Shyama Charan Kumar as ManagingDirector cum CFO under section 196 197 197 & 203 of the Companies Act 2013 and Mr.Pijush Kundu as an Independent Director of the Company under Section 149(6) and SEBI(Listing Obligations And Disclosures Requirement) Regulation 2015 in the ensuing A.G.M.to hold office for 5 (Five) consecutive years i.e. for a term up to the conclusion of 17thAnnual General Meeting of the Company to be held on 2021.
Mr. Punit Sureka Mr. Goutam Gupta and Mr. Amit Bansal resigned from the Board ofDirectors with effect from 12th October 2015 and Mr. Pritesh Kumar Naranbhai Solankiresigned from the Board w.e.f. 27th August 2016 due to their pre occupation in otherbusiness activities.
The Board hereby places on record its sincerest thanks and gratitude for the invaluablecontribution made by them towards the growth and development of the Company during theirtenure as a Director.
iii) DECLARATION BY INDEPENDENT DIRECTORS
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 SEBI(Listing Obligations and Disclosure Requirements) Regulation 2015.
iv) FORMAL ANNUAL EVALUATION
Pursuant to the provisions of the Companies Act 2013 the Board has carried out theannual performance evaluation of its own performance the Directors individually includingthe Chairman of the Board as well as the evaluation of the Committees of the Board. Astructured questionnaire was prepared after taking into consideration inputs received fromthe Directors. The performance evaluation of the Independent Directors was also carriedout by the entire Board. The results of the evaluation done by Independent Directors werereported to the Chairman of the Board. It was reported that the performance evaluation ofthe Board Committee etc. was satisfactory. The Directors expressed their satisfactionwith the evaluation process.
During the financial year 31st March 2016 Nine Board Meetings were held and FiveAudit Committee Meetings were convened and held. The intervening gap between the Meetingswas within the period prescribed under the Companies Act 2013 i.e. not more than 120 daysfrom the previous meeting.
vi) INDEPENDENT DIRECTORS MEETING
During the year under review the Independent Directors met on February 21 2016 interalia to discuss:
1. Evaluation of the performance of Non Independent Directors and the Board ofDirectors as a whole;
2. Evaluation of the performance of Chairman of the Company taking into account theviews of the Executive and Non Executive Directors;
3. Evaluation of the quality content and timelines of flow of information between theManagement and the Board that is necessary for the Board to effectively and reasonablyperform its duties.
All the Independent Directors were present at the Meeting.
DIRECTOR'S RESPONSIBILITY STATEMENT:
In terms of Section 134 (5) of the Companies Act 2013 the Directors would like tostate that:
i) In the preparation of the annual accounts the applicable accounting standards havebeen followed.
ii) The Directors have selected such accounting policies and applied them consistentlyand made judgments and estimates that were reasonable and prudent so as to give a true andfair view of the state of affairs of the Company at the end of the financial year and ofthe profit or loss of the Company for the year under review.
iii) The Directors have taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of this Act for safeguardingthe assets of the Company and for preventing and detecting fraud and other irregularities.
iv) The Directors have prepared the annual accounts on a going concern basis.
v) The Directors had laid down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and were operatingeffectively.
vi) 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 OF SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANIES (IF ANY)
Your Company does not have any subsidiary/joint ventures/ Associates Company.
VIGIL MECHANISM / WHISTLE BLOWER POLICY:
Pursuant to the provision of Section 177(9) of the Companies Act 2013 the Company hadestablished a vigil mechanism for Directors and Employees to report concern of unethicalbehaviour actual or suspected fraud or violation of the Company's code of conduct.
BUSINESS RISK MANAGEMENT:
The main identified risks at the Company are commercial risks legal & regulatoryrisk. Your Company has established a comprehensive risk management policy to ensure thatrisk to the Company's continued existence as a going concern and to its development areidentified and addressed on timely basis. Risk management strategy as approved by theboard of Directors is implemented by the Company management.
RELATED PARTY TRANSACTIONS:
During the year under review the Company had not entered into anycontract/arrangement/ transaction with related parties which could be considered materialas per listing agreement with stock exchanges. Further there are no materiallysignificant related party transactions during the year made by the Company with PromotersDirectors Key Managerial Personnel or other designated persons.
MATERIAL CHANGES AND COMMITMENTS:
No significant and material changes have occurred between the end of the financial yearof the Company to which the financial statements relate and the date of the report.
DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS ORTRIBUNALS
No significant and material order has been passed by the regulators courts tribunalsimpacting the going concern status and Companys operations in future.
M/s. Surana Singh Rathi & Co Chartered Accountants (FRN: 317119E) were appointedas Statutory Auditors of the Company for a period of 5 years in the 10th AGM of theCompany which was held on 30th September 2014 and are eligible to continue as StatutoryAuditors of the Company subject to ratification by members at the forthcoming AnnualGeneral Meeting.
They have furnished a certificate confirming that if re-appointed theirre-appointment will be in accordance with Section 139 read with Section 141 of theCompanies Act 2013. The members are requested to consider the ratification of theircontinuity of appointment as Auditors of the Company and authorise the Board of Directorsto fix their remuneration.
The observation made in the Auditors' Report read together with relevant notes thereonare self explanatory and hence do not call for any further comments under Section 134 ofthe Companies Act 2013. The Auditors' Report does not contain any qualificationreservation or adverse remark.
The Board had appointed M/s S. A & Associates Practicing Company Secretary tocarry out secretarial audit Pursuant to provision of Section 204 of the Companies Act2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014.The Secretarial Audit report is annexed herewith as
EXTRACT OF ANNUAL RETURN:
The details forming part of the extract of the Annual Return in form MGT-9 is annexedherewith as "Annexure II".
PARTICULARS OF EMPLOYEES:
As required under the provisions of Companies Act 2013 and Rule 5(2) and 5(3) of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 there are noemployee falling under the above category thus no information is required to be given inthe report.
CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION & ANALYSIS REPORTS:
The Company has complied with the corporate governance code as stipulated under SEBIListing Regulations with the Stock Exchanges. A separate section on corporate governanceunder the listing agreement along with a certificate from the auditor confirming thecompliance is annexed and forms part of this Annual report as
DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN
Your Company is committed to provide and promote a safe healthy and congenialatmosphere irrespective of gender caste creed or social class of the employees. Duringthe year under review there was no case filed pursuant to the sexual harassment of Womenat workplace (Prevention Prohibition and Redressal) Act 2013.
Details pertaining to composition of Audit Committee are included in the report onCorporate Governance. All the recommendations made by Audit Committee were accepted byBoard.
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).
Your Company always endeavours to keep the time of response to shareholdersrequest/grievance at the minimum. Priority is accorded to address all the issues raised bythe shareholders and provide them a satisfactory reply at the earliest possible time. TheShareholders' Grievance Committee of the Board meets periodically and reviews the statusof the Shareholders' Grievances. The shares of the Company continue to be traded inelectronic forum and de-materialization exists with both the depositories viz. NationalSecurities Depository Limited and Central Depository Services (India) Limited.
Your Directors would like to express their sincere appreciation for the assistance andco-operation received from the financial institutions banks Government authoritiescustomers vendors and members during the year under review. Your Directors also wish toplace on record their deep sense of appreciation for the committed services by theCompany's executives staff and workers.
| ||For and on behalf of the Board of Directors || |
| ||Shyama Charan kumar ||Shilpi Agarwal |
|Place: Kolkata ||Managing Director & CFO ||Company secretary |
|Dated: 29th August 2016 ||DIN: 00494297 || |