Your Directors have pleasure in presenting the Thirty Fourth Annual Report with theAudited Balance Sheet Statement of Profit & Loss Cash Flow Statement and the notesand schedules thereon for the year ended 31st March 2015:
1. FINANCIAL RESULTS:
The Financial results are briefly indicated below:
| ||Year ended on 31.03.2015 (Rupees) ||Year ended on 31.03.2014 (Rupees) |
|Total Income ||92062221 ||323800 |
|Total Expenditure ||92062221 ||108116 |
|Net Profit before Tax ||(828835) ||215684 |
|Less: Provision for Income Tax ||9334 ||62016 |
|Provision for Deferred Tax ||16739 ||5665 |
|Net Profit after Tax ||(821430) ||148003 |
|Add: Previous years profit brought forward ||97014 ||(50989) |
|Balance Profit carried forward ||(724416) ||97014 |
2. REVIEW OF OPERATION:
The Company has incurred Loss of Rs. 821430 (Rupees Eight Lakh Twenty One ThousandFour Hundred and Thirty Only)during the financial year. Your Directors expect to achievebetter performance in the future taking maximum efforts to control the costs and optimizethe results in the years to come.
Since there is no distributable profit as on 31st March 2015 your Directors do notrecommend any dividend for the financial year.
The Company has neither accepted nor renewed any deposits during the year under review.
5. CHANGE THE NAME OF THE COMPANY:
During the year the name of the Company is altered from Ranken Bonds & HoldingsLtd to its present name as Bullish Bonds & Holdings Limited vide fresh certificate ofIncorporation received from the Registrar of Companies Kolkata dated 11th March 2015.
Subsequently the Company also informed about the change of name to Calcutta StockExchange (CSE) vide its letter dated 11th February 2015 which is duly accepted by CSE andissued Notice dated 17th April 2015 confirming the changed name.
6. INCREASE AND RECLASSIFICATION AUTHORISED SHARE CAPITAL:
During the financial year at the Extra Ordinary General Meeting of the members of theCompany held on 12th December 2014 the Company has increased and reclassified itsauthorized share capital from Rs. 5000000 (Rupees Fifty Lacs only) divided into 500000(One Five Lacs) Equity Shares of Rs. 10/- each to Rs. 50000000 (Rupees Five Croresonly) divided into 5000000 (Fifty Lacs) Equity Shares of Rs.10/-each bycreationofadditional 4500000 (Forty Five Lacs) Equity Shares of Rs.10/-each."
7. AMENDMENT OF MEMORANDUM AND ARTICLES OF ASSOCIATION OF THE COMPANY:
Consequent to increase and reclassification of Authorised Share Capital the Clause Vof Memorandum of Association and Article 4 of Articles of Association of the Company weresuitably altered in order to reflectthecorrectshare capital.
8. ISSUE OF EQUITY SHARES ON PREFERENTIAL BASIS:
During the financial year at the Extra Ordinary General Meeting of the members of theCompany held on 12th December 2014 and the Company had taken the approval for issue andallotment for cash upto 3250000 (Thirty Two Lacs Fifty Thousand) fully paid-up equityshares of face value of Rs. 10/- each at a premium of Rs. 2/- per equity share aggregatingto Rs. 39000000/- (Rupees Three Crores Ninety Lacs Only). The Company had allotted3090000 (Thirty Lakhs Ninety Thousand Only) Equity Shares of Rs. 10/- each at a premiumof Rs. 2 each after obtaining requisite approval from Calcutta StockExchangeLimitedforthesame.
The said shares were then allotted on 18.12.2014. Post allotment of Equity shares asmentioned above the paid up capital of the Company was 3580000 Equity Shares of Rs. 10/-each aggregating to Rs. 35800000/-.
9. REVOCATION OF SUSPENSION:
The shares of the Company were suspended by Calcutta Stock Exchange (CSE) for noncompliance of various provisions of the Listing Agreement. The Company has madeapplication during the financial year for revoking suspension of trading of securities andyour Directors are glad to inform that the suspension of trading of securities wererevoked on 10/11/2014 by CSE vide issuing letter to this effect.
Further the Company has also made application with Bombay Stock Exchange Limited (BSE)to list its securities. The application is in process and your Directors are expecting toget the approval for listingof its securities on BSE Limited soon.
11. DIRECTORS :
Mr. Mitesh Hasmukhlal Dani was inducted as an Additional Director on the Board of theCompany on 20th October 2014 in terms of Section 161 of the Companies Act 2013. As perprovisions of said section he would hold office till the conclusion of ensuing AnnualGeneral Meeting. Your Directors hereby recommends their appointment as Director of theCompany and resolution for their appointment is putforward for your approval.
Mr. Mitesh Hasmukhlal Dani is being designated as Managing Director of the Company uponthe approval of the members of the Company at the ensuing Annual General Meeting for aterm of 5 years w.e.f01/09/2015 to 31/08/2020.
Likewise Mrs. Sapna Khandewal was inducted as an Additional Director on the Board ofthe Company on 31st March 2015 in order to comply with the provisions ofSection 149 of the Companies Act 2013 requiring a listed Company to have a womanDirector. She would hold office till the conclusion of ensuing Annual General Meeting.Your Directors hereby recommends her appointment as Director of the Company and resolutionfor her appointment is put forward for yourapproval.
Mr. Dinesh Agrawal is liable to retire by rotation in this Annual General Meeting andbeing eligible he has offered himself for reappointment.
The Company has received notice in writing from member along with requisite feeproposing candidature of Mr. Mitesh Hasmukhlal Dani and Mrs. Sapna Khandewal as Directorsof the Company. Your Directors recommend their appointment.
12. DIRECTORS RESPONSIBILITY STATEMENT:
In terms of Section 134(5) of the Companies Act 2013 The Board of Directors of theCompany hereby confirms:
(i) That in the preparation of the annual accounts the applicable accounting standardshave been followed and there has been no material departure.
(ii) That the selected accounting policies were applied consistently and the directorsmade judgments and estimates that are reasonable and prudent so as to give a true and fairview of the state of affairs of the Company as at March 31 2015 and that of the profitof the Company for the year ended on that date.
(iii) 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.
(iv) That the annual accounts have been prepared on a going concern basis. and
(v) The Board has laid down internal financial controls to be followed by the companyand that such internal financial controls are adequate and were operating effectively.
(vi) the directors had devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.
13. DECLARATION OF INDEPENDENT DIRECTORS:
The Independent Directors have submitted their disclosures to the Board that theyfulfill all the requirements as stipulated in Section 149(7) of the Companies Act 2013 soas to qualify themselves to be appointed as Independent Directors under the provisions ofthe Companies Act 2013 and the relevant rules.
14. NUMBER OF BOARD MEETING CONDUCTED DURING THE YEAR:
During the financial year the Board had met Nine (9) times on 30th May 2014; 11thAugust 2014; 20th October 2014; 2nd September 2014; 13th November 2014; 18th December2014; 28th January 2015; 14th February 2015and 31st March 2015.
15. PARTICULARS OF EMPLOYEES:
In accordance with the provisions of Section 197(12) of the Companies Act 2013 andRule 5(2) of Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014the names and other particulars of employees are set out in the annexure to the Directors'Report. In terms of the provisions of Section 136(1) of the Companies Act 2013 theDirectors' Report is being sent to the shareholders without this annexure. Shareholdersinterested in obtaining a copy of the annexure may writeto the Company Secretary at theCompany's registered office.
The Nomination and Remuneration Committee of the Company has affirmed at its meetingheld on 28th January 2015 that the remuneration is as per the remuneration policy of theCompany.
16. SUBSIDIARY JOINT VENTURES AND ASSOCIATE COMPANIES:
The company does not have any subsidiary Joint Venture or Associate company andtherefore provision with respect to Section 129 of the Companies Act 2013 are notapplicable to the Company.
17. CONSERVATION OF ENERGY-TECHNOLOGYABSORPTION & FOREIGN EXCHANGE ETC.:
Since the Company is not a manufacturing unit the information with respect to theConservation of Energy and Technology absorption as required by Section 134 (3)(m) of theCompanies Act 2013 read with Rule 8(3) of the Companies (Accounts) Rules 2014 is notmentioned in this report as the same are not applicable to the Company. The details ofForeign Exchange earnings and outgo are mentioned herein:
|Actual Inflow of Foreign Exchange ||NIL |
|Actual Outflow of Foreign Exchange ||NIL |
18. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND:
There were no unclaimed or unpaid dividends lying in the Books of Accounts for theperiod of seven years as mentioned in the Section 124 (5) of the Companies Act 2013 andtherefore no amount is transferred to Investor Education and Protection Fund during theFinancial Year.
19. STATEMENT CONCERNING DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY OFTHE COMPANY:
The Company has in place a mechanism to identify assess monitor and mitigate variousrisks to key business objectives. Major risks identified by the businesses and functionsare systematically addressed also discussed at the meetings of the Audit Committee and theBoard of Directors of the Company.
The Company's internal control systems are commensurate with the nature of its businessand the size and complexity of its operations. These are routinely tested and certified byStatutory Auditor. Significant audit observations and follow up actions thereon arereported to the Audit Committee.
20. DETAILS OF POLICY DEVELOPED AND IMPLEMENTED BY THE COMPANY ON ITS CORPORATE SOCIALRESPONSIBILITY:
The Net worth and /or Turnover and / or Net profit of the Company are under the limitsprescribed under Section 135 of the Companies Act 2013 read with Companies CorporateSocial Responsibility (Policy) Rules 2014. Therefore the company has neither constitutedCorporate Social Responsibility committee nor formed any policy there under as the samewere not applicable to the Company during the financial year.
21. PARTICULARS OF THE LOANS GUARANTEES OR INVESTMENT MADE UNDER SECTION 186 OF THECOMPANIES ACT 2013:
The Company has not made any Loan or given any guarantees during the financial yearunder review. Since the principal business of the Company is acquisition of securitiesprovisions of Section 186 of the Companies Act 2013 with respect to disclosing fullparticulars of investment made as mentioned under Section 186 (4) of the Companies Act2013 is not applicable to the Company.
22. WHISTLE BLOWER POLICYANDVIGILMECHANISM:
Your Company recognizes the value of transparency and accountability in itsadministrative and management practices. The Company promotes the ethical behavior in allits business activities. The Company has adopted the Whistle blower Policy and VigilMechanism in view to provide a mechanism for the directors and employees of the Company toapproach Audit Committee of the Company to report existing/probable violations of lawsrules regulations or unethical conduct.
23. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES
The Company has not entered into any or arrangements with related parties referred toin Section 188(1) of the Companies Act 2013 including Rules made thereunder and thereforeForm AOC- 2 of the rules prescribed under Chapter IX relating to Accounts of Companiesunder the Companies Act 2013 is not appended herewith.
24. CORPORATE GOVERNANCE:
The Company is committed to maintaining the highest standards of Corporate Governanceand adhering to the Corporate Governance requirements as set out by Securities andExchange Board of India. The Report on Corporate Governance as stipulated under Clause 49of the Listing Agreement forms part of the Annual Report and is annexed hereto. TheCertificate from the Auditors of the Company confirming compliance with the conditions ofCorporate Governance as stipulated under Clause 49 is also published elsewhere in thisAnnual Report as AnnexureC.
25. MANAGEMENT'S DISCUSSION AND ANALYSIS REPORT:
The Management's Discussion and Analysis Report for the year under review asstipulated under Clause 49 of the Listing Agreement with the Stock Exchanges in India isannexed to this report.
26. ANNUAL RETURN:
The extracts of Annual Return pursuant to the provisions of Section 92 read with Rule12 of the Companies (Management and administration) Rules 2014 is furnished in AnnexureB and is attached to this Report.
M/sArpan Chudgar Chartered Accountants. Chartered Accountants Ahmedabad bearing ICAIFirm Registration No as 133877W were appointed as Statutory Auditors at their AnnualGeneral Meeting held on 30th September 2014 for the period of three(3) years. i.e for theAnnual General Meeting to be held in year 2017 subject to ratification at each AnnualGeneral Meeting. The Company has received letter from them to the effect that theirappointment if made would be within the prescribed limits under Section 141(3)(g) of theCompanies Act 2013 and that they are not disqualified from appointment The resolution forratification of his appointment is put forward for yourapproval intheensuing AnnualGeneral Meeting.
The Company has appointed Mr. Gautam Bhandari Practicing Company Secretary asSecretarial Auditor of the Company to carry out the Secretarial Audit for the FinancialYear 2015-16 and to issue Secretarial Audit Report as per the prescribed format underrules in terms of Section 204(1) of the Companies Act 2013 and Rule 9 of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014.
29. SECRETARIAL AUDIT REPORT:
The Board of Directors of the Company has appointed Mr. Gautam Bhandari PracticingCompany Secretary; to conduct the Secretarial Audit and his Report on Company'sSecretarial Audit is appended to this Report as Annexure A.
30. EXPLANATION OR COMMENTS ON QUALIFICATIONS RESERVATIONS OR ADVERSE REMARKS ORDISCLAIMERS MADE BY THE AUDITORS AND THE PRACTICING COMPANY SECRETARY IN THEIR REPORTS:
Management of the company is making all efforts to put adequate systems and process inthe Company commensurate with the size and operation of the company to monitor and ensurecompliance with applicable laws rules regulations and guidelines.
31. ANNUAL EVALUATION BY THE BOARD:
The evaluation frame work for assessing the performance of Directors comprises of thefollowing key areas:
I. Attendance of Board Meetings and Board Committee Meetings
ii. Quality of contribution to Board deliberations
iii. Strategic perspectives or inputs regarding future growth of Company and itsperformance
iv. Providing perspectives and feedback going beyond information provided by themanagement
v. Commitment to shareholder and other stakeholder interests
The evaluation involves Self-Evaluation by the Board Member and subsequently assessmentby the Board of Directors. A member of the Board will not participate in the discussion ofhis / her evaluation.
33. OTHER DISCLOSURES:
The company does not have any Employees Stock Option Scheme in force and henceparticulars are not furnished as the same are not applicable.
Pursuant to clause 49 of the Listing Agreement a report on Corporate Governance isgiven in AnnexureC.
Your Directors take this opportunity to express their gratitude for the continuedco-operation extended by the employees and stakeholders of the company.
| ||For and on behalf of the Board |
| ||FOR BULLISH BONDS & HOLDNGS LIMITED |
| ||(Formerly Ranken Bonds & Holdings Limited) |
| ||Sd/- |
| ||Mr. Dinesh Agrawal |
|Date: 25.08.2015 ||DIN:00291086 |
|Place of Signature: Mumbai ||Chairman |