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Bullish Bonds & Holdings Ltd.

BSE: 540006 Sector: Financials
NSE: N.A. ISIN Code: INE595R01015
BSE LIVE 11:43 | 18 Oct 33.20 3.20
(10.67%)
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30.00

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36.00

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30.00

NSE 05:30 | 01 Jan Stock Is Not Traded.
OPEN 30.00
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VOLUME 31346
52-Week high 44.00
52-Week low 24.35
P/E 58.25
Mkt Cap.(Rs cr) 12
Buy Price 33.20
Buy Qty 321.00
Sell Price 34.50
Sell Qty 25.00
OPEN 30.00
CLOSE 30.00
VOLUME 31346
52-Week high 44.00
52-Week low 24.35
P/E 58.25
Mkt Cap.(Rs cr) 12
Buy Price 33.20
Buy Qty 321.00
Sell Price 34.50
Sell Qty 25.00

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

Company director report

Dear Shareholders

Your Directors have pleasure in presenting the 35th Annual Report together with theAudited Accounts of the Company for the Financial Year ended 31st March 2016.

• FINANCIAL RESULTS:

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

(Amount In Rs.)

PARTICULARS 31st March 2016 31st March 2015
Total Revenue 32320244 91233386
Depreciation 8683 8683
Other Expenses 31872484 92053538
Profit before tax 439077 (828835)
Provision for tax
i) Current Tax -- 9334
ii) Deferred Tax 1764 16739
iii) MAT tax (83786)
Profit (Loss) for the period 524627 (821430)
Prior period adjustments -- --
Balance brought forward (724416) 97014
Balance carried to balance Sheet (199789) (724416)

• REVIEW OF OPERATIONS:

During the financial year ended 31st March 2016 the Company has recordedrevenue of Rs. 32320244/-. The Company has earned profit of Rs. 524627/- during theyear as compared to loss Rs. 821430/- in the previous financial year. The Board ofDirectors of the Company are exploring various business opportunities for its futureDevelopment 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 2016 was Rs. 35800000/- dividedinto 3580000 Equity Share of Rs 10/- each. The company has neither issued shares withdifferential rights as to dividend voting or otherwise nor issued shares (including sweatequity shares) to the employees or directors of the company under any scheme.

• DIVIDEND:

During the year under review owing to the accumulated losses the Directors do notrecommend 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 TheBoard of Directors at its Meeting held on 13/08/2016 reappointed Mr. Ashvin Thumar asInternal Auditor of the Company for the F.Y. 2016-17.

• 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 2016 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 March2016 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 and any amendments thereof Company hasno such employees falling under the preview of the provisions mentioned above.

• MEETINGS:

• Board meeting:

The Board of Directors duly meets 5(Five) times during the financial year from ended 31stMarch 2016 as under:

30th May 2015 13th August 2015 25th August 201509th November 2015 and 12th February 2016.

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

• COMMITTEE MEETINGS:

• Audit Committee

The Audit Committee of the Company is constituted in line with the provisions ofRegulation 18 of SEBI Regulations read with Section 177 of the Companies Act 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 March20164 (Four) Meetings of the Audit Committee were held i.e. on 30th May 201513th August 2015 09th November 2015 and 12th February2016.

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

• Nomination & Remuneration Committee:

The Nomination and Remuneration Committee recommends the appointment of Directors andremuneration of ' such Directors. The level and structure of appointment and remunerationof all 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

• 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 20164 (Four) Meetings of the Stakeholders' Relationship Committeewere held i.e. on 30th May 2015 13th August 2015 09th November2015 and 12th February 2016.

The Composition ofthe 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

• 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.

• 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.

• Key Managerial Personnel:

The following persons have been designated as Key Managerial Personnel of the Companypursuant to Section 2(51) and Section 203 of the Act read with the Rules framed thereunder.

I. Mr. Dinesh Agrawal - Chief Financial Officer (Appointed w.e.f. 13/08/2016)

ii. Mr. Mitesh Dani - Managing Director

iii. Mr. Fulchand Kanojia - CS & Compliance Officer (Appointed w.e.f. 06/04/2016)

• 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 iswithin the prescribed limit.

• 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 M/s DSM & Associates Company Secretaries in Whole-time Practice tocarry out Secretarial Audit for the financial year 2015-16. The Secretarial Audit reportis annexed as Annexure - D to this Report. This report contains a qualification asmentioned below.

"The Company has not designated any Official as CFO of the Company.’’

- In this connection the Board wishes to state that the Company has designated Mr.Dinesh Agrawal as CFO of the Company in the Board Meeting held on 13/08/2016

"The Company has not published notice of meeting of Board of Directors and itsquarterly results in newspapers as required under Regulation 47 (a) and (b) of theSecurities and Exchange Board of India (Listing Obligations and Disclosure Requirements)Regulations 2015 for the June' 15 and September' 15 Quarter during the period underreview.’’

- The Company has been properly complying with the above provisions since it has gotlisted onBSE Ltd.

• STATUTORY AUDITORS:

M/s Arpan Chudgar Chartered Accountants. Chartered Accountants Ahmedabad (FirmRegistration No as 133877W) were appointed as Statutory Auditors at their Annual GeneralMeeting held on 30th September 2014 for the period of three(3) years. i.e for the AnnualGeneral Meeting to be held in year 2017 subject to the ratification by the shareholders ateach AGM held after the previous AGM). However they have expressed their unwillingness tocontinue as the Statutory Auditors.

Accordingly the Board of Directors at its meeting held on 13th August 2016 inaccordance with the provisions of Section 139 of the Companies Act 2013 read with of theCompanies (Audit & Auditors) Rules 2014 have recommended to shareholders theappointment M/s. Koshal & Associates Chartered Accountants (firm registration no.121233W) as a Statutory Auditors of the Company in place of M/s Arpan Chudgar &Associates Chartered Accountants to hold office from the conclusion of this meeting tillthe conclusion of 40th (Fortieth) Annual General Meeting to be held in the year2021 subject to ratification of their appointment at every Annual General Meeting toaudit the accounts of the Company on a remuneration as shall be fixed by the Board ofDirectors the Company. M/s. Koshal & Associates Chartered Accountants (Membership No.043746) has confirmed their willingness under Section 141 of the Act and the rules framedthereunder for re-appointment as Auditors of the Company.

• 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.

• DIRECT LISTING OF SHARES ON BSE

The Board of Directors are please to informed that the Company had applied for Directlisting of Equity Shares of the Company on Bombay Stock Exchange Ltd (BSE) and BombayStock Exchange Ltd (BSE) has granted In-principle approval for Direct listing of EquityShares of the Company vide its Letter DCS/DL/SK/IP/197/2016-17 dated 05/07/2016.

• 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.

Registered Office: By Order Of the Board
122 S. M. Bose Road Agarpa FOR BULLISH BONDS & HOLDINGS LIMITED
15/23/1 Kolkata - 700 109 (Formerly Ranken Bonds & Holdings Limited)
Date: 13th August 2016
Place: Mumbai Mr. Mitesh Dani
Managing Director
DIN: 03327315