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Bullish Bonds & Holdings Ltd.

BSE: 540006 Sector: Financials
NSE: N.A. ISIN Code: INE595R01015
BSE 00:00 | 24 May 160.25 4.45
(2.86%)
OPEN

157.40

HIGH

163.40

LOW

157.40

NSE 05:30 | 01 Jan Bullish Bonds & Holdings Ltd
OPEN 157.40
PREVIOUS CLOSE 155.80
VOLUME 19821
52-Week high 165.90
52-Week low 24.35
P/E 340.96
Mkt Cap.(Rs cr) 281
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 157.40
CLOSE 155.80
VOLUME 19821
52-Week high 165.90
52-Week low 24.35
P/E 340.96
Mkt Cap.(Rs cr) 281
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Bullish Bonds & Holdings Ltd. (BULLISHBONDS) - Director Report

Company director report

DIRECTORS' REPORT

Dear Shareholders

Your Directors have pleasure in presenting the 36th Annual Report together with theAudited Accounts of the Company for the Financial Year ended 31st March 2017.

? FINANCIAL RESULTS:

The Financial Highlights for the year under report are as under:

(Amount in Rs.)

PARTICULARS 31st March 2017 31st March 2016
Revenue from Operations 33670457 32216613
Indirect Income 2627555 103631
Total Revenue 36298012 32320244
Other Expenses 34352369 31881167
EBITDA 1954327 447760
Depreciation and Amortization Expense 8684 8683
EBIT 1945643 439077
Interest and Finance Cost - -
EBT (before exceptional items)
1945643 439077
Exceptional items - -
Profit before Tax
1945643 439077
Taxes
i) Current Tax 590000 -
ii) Deferred Tax (1893) (1764)
iii) MAT Tax - (83786)
Profit (Loss) for the period 1357537 524627

? REVIEW OF OPERATIONS:

During the financial year ended 31st March 2017 the Company has recordedrevenue of Rs. 36298012 /-. The Company has earned after tax profit of Rs. 1357537 /-during the year as compared to profit of Rs. 524627/- in the previous financial year. TheBoard of Directors of the Company are exploring various business opportunities for itsfuture Development and growth of the Company.

? EXTRACT OF ANNUAL RETURN:

As required under Section 92(3) of the Companies Act 2013 and rule 12(1) of theCompanies (Management and Administration) Rules 2014 an extract of the Annual Return inform MGT-9 is a part of the Annual Report as Annexure - A

? SHARE CAPITAL:

The paid up Equity Share Capital as on 31st March 2017 was Rs. 35800000/-divided into 3580000 Equity Share of Rs 10/- each. The Company has neither issued shareswith differential rights as to dividend voting or otherwise nor issued shares (includingsweat equity shares) to the employees or directors of the company under any scheme.

? DIVIDEND:

During the year under review to conserve the resources of the Company for futuregrowth and development the Board of Directors do not recommend any dividend.

? DEPOSITS:

During the year under review Your Company has neither accepted/ invited any depositsfrom public falling within the ambit of Section 73 of the Companies Act 2013 and theCompanies (Acceptance of Deposits) Rules 2014 nor did any deposits remain unpaid orunclaimed during the year under review.

? INTERNAL CONTROL SYSTEM:

The Company has in place well defined and adequate internal controls commensurate withthe size of the Company and same were operating throughout the year. During the year underreview Mr. Ashvin Thumar Chartered Accountant acted as Internal Auditor of the Company.The Board of Directors at its Meeting held on 26/05/2017 reappointed Mr. Ashvin Thumar asInternal Auditor of the Company for the F.Y. 2017-18.

? DIRECTOR‘S RESPONSIBILITY STATEMENT:

Pursuant to the requirement under Section 134 (5) of the Companies Act 2013 withrespect to Directors Responsibilities Statement it is hereby confirmed:

a) that in the preparation of the annual accounts for the financial year ended 31stMarch 2017 the applicable accounting standards had been followed along with properexplanation relating to material departures.

b) that the Directors has selected such accounting policies and applied themconsistently and made judgments and estimates that were reasonable and prudent so as togive a true and fair view of the state of affairs of the Company at the end of thefinancial year and of the profit or loss of the Company for the year review.

c) that the Directors had taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of the Companies Act 2013for safeguarding the assets of the Company and for preventing and detecting fraud andother irregularities and

d) The Directors had prepared the accounts for the financial year ended 31st March2017 on a going concern basis.

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.

f) The Directors had devised proper systems to ensure compliance with the provisions ofall applicable laws and that such systems were adequate and operating effectively.

? SUBSIDIARIES:

Since the Company has no subsidiaries provision of Section 129 (3) of the CompaniesAct 2013 is not applicable.

? LOANS GUARANTEES OR INVESTMENTS:

Your Company has neither given any loan or guarantee nor has made any investment duringthe year under report attracting the provisions of Section 186 of the Companies Act 2013.

? CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION:

Since the Company is not engaged into any manufacturing activity provision of Section134(3)(m) of the Company Act 2013 read with Rule 8(3) of the Companies (Accounts) Rules2014 regarding conservation of energy technology absorption and foreign exchange earningsand outgo is not applicable.

? FOREIGN EXCHANGE:

During the year under review there were no foreign exchanges Earnings or outgo.

? PARTICULARS OF EMPLOYEES:

Disclosure pertaining to the remuneration and other details as required under Section197(12) of The Companies Act 2013 read with rule 5 of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 is not applicable since your Company hasno such employees.

? MEETINGS:

• Board meeting:

The Board of Directors duly meets 4 (Four) times during the financial year from ended31st March 2017 as under:

30th May 2016 13th August 2016 14th Novembers2017 and 14th February 2017.

The periodicity between two Board Meetings was within the maximum time gap asprescribed in the SEBI (LODR) Regulations' 2015 / Companies Act 2013.

The Composition of the Board is as under:

Sr. No. Directors Designation/ Category of Directorship
1 Mr. Dinesh Agrawal Chairman & Executive Director
2 Mr. Mitesh Hasmukhlal Dani Executive Director & MD
3 Mr. Krishan Kumar Agrawal Independent Director
4 Mr. Anil JayantilalMandaviya Independent Director*
5 Mrs. Sapna Khandewal Independent Director
6 Mr. Bhushan Adhatrao Additional Director**

* Resigned w.e.f 18/08/2017 ** Appointed w.e.f 18/08/2017

? COMMITTEE MEETINGS:

• Audit Committee

The Audit Committee of the Company is constituted/re-constituted in line with theprovisions of Regulation 18 of SEBI Regulations read with Section 177 of the CompaniesAct 2013.

Apart from all the matters provided in Regulation 18 of SEBI Regulations and Section177 of the Companies Act 2013 the Audit committee reviews reports of the internalauditor meets statutory auditors as and when required and discusses their findingssuggestions observations and other related matters. It also reviews major accountingpolicies followed by the Company.

The Audit Committee is duly constituted during the financial year ended on 31st March2017 4 (Four) Meetings of the Audit Committee were held i.e. on 30th May2016 13th August 2016 14th Novembers 2016 and 14th February2017.

The Statutory Auditor Internal Auditor and Executive Directors/Chief Financial Officerare invited to the meeting as and when required.

The Composition of the Audit Committee is as under:

Sr. No. Name of the Director Category of Directorship
1 Mr. Krishankumar Agrawal Chairman cum Independent Director
2 Mr. Anil Mandaviya Independent Director*
3 Mr. Dinesh Agrawal Executive Director
4 Mr. Bhushan Adhatrao Independent Director**

* Resigned w.e.f 18/08/2017 **Appointed w.e.f 18/08/2017.

• Nomination & Remuneration Committee:

The Nomination and Remuneration Committee recommends the appointment of Directors andremuneration of such Directors. The level and structure of appointment and remuneration ofall Key Managerial personnel and Senior Management Personnel of the Company as per theRemuneration Policy is also overseen by this Committee.

During the financial year under review the Nomination & Remuneration Committee meetonce and was attended by all the Members.

The Composition of the Committee is as under:

Sr. No. Name of the Director Category of Directorship
1 Mr. Krishankumar Agrawal Independent Director
2 Mr. Anil Mandaviya Independent Director*
3 Mrs. Sapna Khandewal Independent Director
4 Mr. Bhushan Adhatrao Independent Director**

* Resigned w.e.f 18/08/2017 ** Appointed w.e.f 18/08/2017.

• Stakeholders' Relationship Committee:

The scope of the Shareholders/ investors Grievance Committee is to review and addressthe grievance of the shareholders in respect of share transfers transmission non-receiptof annual report non-receipt of dividend etc and other related activities. In additionthe Committee also looks into matters which can facilitate better investor's services andrelations.

The Stakeholders' Relationship Committee is duly constituted during the financial yearended on 31st March 2017 4 (Four) Meetings of the Stakeholders' Relationship Committeewere held i.e. on 30th May 2016 13th August 2016 14thNovembers 2016 and 14th February 2017.

The Composition of the Committee is as under:

Sr. No. Name of the Director Category of Directorship
1 Mr. Krishankumar Agrawal Chairman cum Independent Director
2 Mr. Anil Mandaviya Independent Director*
3 Mr. Dinesh Agrawal Executive Director
4 Mr. Bhushan Adhatrao Independent Director**

* Resigned w.e.f 18/08/2017 **Appointed w.e.f 18/08/2017.

? BOARD EVALUATION:

Pursuant to the provisions of the Companies Act 2013 and Regulation 27(2) of SEBI(LODR) Regulations 2015 the Board has carried out an evaluation of its own performancethe directors individually as well as the evaluation of the working of its AuditNomination and Remuneration Committees.

? DIRECTORS AND KEY MANAGERIAL PERSONNEL:

? Re-Appointment of Director:

Mr. Dinesh Agrawal (DIN: 00291086) who retires by rotation being eligible offershimself for re-appointment at the ensuing Annual General meeting.

? Resignation of Director:

Mr. Anil Mandaviya (DIN: 06998943) resigned from the Directorship of the Company in theBoard Meeting held on 18/08/2017.

? Appointment of Director

Mr. Bhushan Adhatrao was appointment as Additional Director (Independent Director) ofthe Company the Board Meeting held on 18/08/2017.

? Independent Directors:

The Independent Directors hold office for a fixed term of five years and are not liableto retire by rotation.

The Independent Directors have submitted their disclosure to the board that theyfulfill all the requirements as to qualify for their appointment as an IndependentDirector under the provisions of the Companies Act 2013 as well as SEBI (LODR)Regulations 2015.

? RELATED PARTY TRANSACTIONS:

There are no materially significant related party transactions made by the Company withPromoters Key Managerial Personnel or other designated persons which may have potentialconflict with interest of the Company at large. Information on transactions with relatedparties pursuant to Section 134(3)(h) of the Act read with rule 8(2) of the Companies(Accounts) Rules 2014 are given in Annexure in Form AOC-2 and the same forms part of thisreport as Annexure – B.

? CORPORATE GOVERNANCE:

As per Regulation 15(2) of SEBI (Listing Obligation and Disclosures requirement)Regulation 2015 report on Corporate Governance is not applicable as the Company does notfall within the prescribed limit as mentioned in the said regulation.

? MANAGEMENT DISCUSSION ANALYSIS REPORT:

The Management Discussion and Analysis Report form part of the Board Report as Annexure- C

? CORPORATE SOCIAL RESPONSIBILITY:

Corporate Social Responsibility i.e (CSR) activities as required under Section 135 ofthe Companies Act 2013 is not applicable to the Company.

? SECRETARIAL AUDIT REPORT:

Pursuant to the provisions of Section 204 of the Companies Act 2013 and Rule 9 theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 the Companyhas appointed Mr. Mandar Palav Partner - M/s DSM & Associates Practicing CompanySecretaries to carry out Secretarial Audit for the financial year 2017-18. The SecretarialAudit report is annexed as Annexure – D to this Report.

? STATUTOY AUDITORS:

M/s. Koshal & Associates Chartered Accountants were appointed as StatutoryAuditors of the Company at the 35th Annual General Meeting held on 30/09/2016 to holdoffice from the conclusion of ensuing Annual General Meeting (AGM) till the conclusion of40th AGM i.e. for a period of five (05) consecutive years. As per the provisions ofSection 139 of the Companies Act 2013 the appointment of Auditors is required to beratified by Members at every Annual General Meeting.

The Report given by the Auditors on the financial statements of the Company is part ofthe Annual Report. There has been no qualification reservation adverse remark ordisclaimer given by the Auditors in their Report.

? IMPLEMENTATION OF RISK MANAGEMENT POLICY:

The Company has formulated a policy and process for risk Management. The Company hasset up a core group of leadership team which identifies assesses the risks and thetrends exposure and potential impact analysis at different level and lays down theprocedure for minimization of risks. Risk Management forms an integral part of Managementpolicy and is an ongoing process integrated with the operations.

Company has identified various strategic operational and financial risks which mayimpact Company adversely. However management believes that the mitigation plans foridentified risks are in place and may not threaten the existence of the Company.

? OTHER LAWS:

During the year under review there were no cases filed pursuant to the provisions ofSexual Harassment of Women at Workplace (Prevention Prohibition and Redressal) Act 2013.

? WHISTLE BLOWER POLICY AND VIGIL MECHANISM:

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.

? ACKNOWLEDGEMENTS:

Your Directors wish to place on record their appreciation for the assistance andco-operation received from the Company's Bankers Government Agencies FinancialInstitutions Customers Investors and Business constituents and look forward to maintainthe same in future.

For and on behalf of the Board of Directors
Sd/- Sd/-
(Mitesh Dani) (Anil J. Mandaviya
Date: 18/08/2017 Managing Director Director
Place: Mumbai DIN: 03327315 DIN: 06998943