You are here » Home » Companies » Company Overview » B Nanji Enterprises Ltd

B Nanji Enterprises Ltd.

BSE: 526594 Sector: Infrastructure
NSE: N.A. ISIN Code: INE735G01010
BSE 00:00 | 10 Jul 10.00 0
(0.00%)
OPEN

10.00

HIGH

10.00

LOW

10.00

NSE 05:30 | 01 Jan B Nanji Enterprises Ltd
OPEN 10.00
PREVIOUS CLOSE 10.00
VOLUME 10
52-Week high 13.95
52-Week low 8.17
P/E
Mkt Cap.(Rs cr) 6
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 10.00
CLOSE 10.00
VOLUME 10
52-Week high 13.95
52-Week low 8.17
P/E
Mkt Cap.(Rs cr) 6
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

B Nanji Enterprises Ltd. (BNANJIENTERPS) - Director Report

Company director report

To

The Members

Your Directors have pleasure in presenting the 34th Annual Report togetherwith the Audited Statement of Accounts of B Nanji Enterprises Limited for the year endedon 31st March 2017.

1. FINANCIAL RESULTS

(Rs. in Lacs)

Particulars 2016-17 2015-16
Revenue from operations 3142.24 3023.12
Other Income 169.54 232.68
Total Expenditure 3311.25 3190.51
Profit/(Loss) before Tax 0.53 65.31
Tax Expenses -13.94 21.00
Profit/(Loss) for the year 14.47 44.31

2. DIVIDEND

To conserve the financial resources of the Company your Directors do not recommenddividend for the year under review.

3. OPERATIONS

During the year under review the Company has reported total income of ' 3142.24 lacsagainst the total income of ' 3023.12 lacs during the previous year. Hence the Companyhas achieved higher total income in the financial year under review compared to previousfinancial year. The Company has earned Net Profit of ' 14.47 Lacs during the year underreview as against Net Profit of ' 44.31 Lacs during the previous year.

4. FINANCE

(i) Share Capital

The paid up Equity Share Capital of the Company as on 31st March 2017 is ' 551.452Lacs During the year under review the Company has neither issued equity shares withdifferential voting rights nor granted stock options or sweat equity.

(ii) FIXED DEPOSITS

The Company has neither accepted nor renewed any deposits during the year under review.

(iii) Particulars of loans guarantees or investments

Particulars of loans guarantees and investments covered under the provisions ofSection 186 of the Companies Act 2013 are given in the Notes to the Financial Statements.

5. MATERIAL CHANGES AND COMMITMENT

No material changes and commitments affecting the financial position of the Companyoccurred between the end of the financial year to which these financial statements relateand on the date of signing of this report.

6. INTERNAL FINANCIAL CONTROLS

The company has adequate internal financial control system with reference to theFinancial Statements.

7. DETAILS OF SUBSIDIARIES JOINT VENTURES AND ASSOCIATE COMPANIES

No company has become or ceased to become the Subsidiary Joint venture or AssociateCompany during the year under review. The Company does not have any Subsidiary Jointventure or Associate Company.

8. CORPORATE GOVERNANCE:

Your Company has complied with all the mandatory requirements of Corporate Governancenorms as mandated by Regulation 15(2) of the Securities and Exchange Board of India(Listing Obligations and Disclosure Requirements) Regulations 2015. A separate report onCorporate Governance together with the Certificate of Mr. Gaurang Shah a practicingCompany Secretary Ahmedabad (Mem. No. 38705) forms part of this Annual Report as "Annexure-A".

9. CORPORATE SOCIAL RESPONSIBILITY

The requirements of corporate social responsibility in terms of Section 135 of theCompanies Act 2013 does not apply to your company.

10. COMPANY'S POLICY RELATING TO DIRECTORS APPOINTMENT- PAYMENT OF REMUNERATION ANDDISCHARGE OF THEIR DUTIES

The Company's Policy relating to appointment of Directors payment of Managerialremuneration Directors' qualifications positive attributes independence of Directorsand other related matters as provided under Section 178(3) of the Companies Act 2013 thecompany has constituted the Nomination and Remuneration Committee and their policy andsame approved by the Board. The Policy is attached at "Annexure - B".

11. EXTRACT OF ANNUAL RETURN

The details forming part of the extract of the Annual Return in form MGT-9 is annexedherewith as "Annexure - C".

12. LISTING AGREEMENT

The SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 wasnotified on September 2 2015 with the aim to consolidate and streamline the provisionsof the Listing Agreement for different segments of capital markets to ensure betterenforceability. The said regulations were effective from December 1 2015. Accordinglyall listed entities were required to enter into the Listing Agreement within six monthsfrom the effective date. The Company has entered into Listing Agreement with BSE Ltd.

13. AUDITORS

(i) Statutory Auditor

Pursuant to the provisions of Section 139 of the Companies Act 2013 and the Companies(Audit and Auditors) Rules 2014 M/s Atul Dalal & Co. Chartered AccountantsAhmedabad the existing Statutory Auditor of the Company has completed the maximum tenurethat he could hold as the Statutory Auditor of the Company hence Audit Committee hasrecommended to appoint new Auditors M/s. Mukesh Kumar Jain & Co. CharteredAccountants Ahmedabad (F. R. No. 106619W) as the Statutory Auditor of Company in placeof M/s Atul Dalal & Co. Chartered Accountants who shall hold office upto next AnnualGeneral Meeting. M/s. Mukesh Kumar Jain & Co. Chartered Accountants Ahmedabad (F. R.No. 106619W) have confirmed their eligibility to the effect that if their appointment ismade by the members in the ensuing Annual General Meeting it shall be within theprescribed limits and they have also confirmed that they are not disqualified for suchappointment.

Necessary resolution for appointment of the said Auditor is included in the Notice ofAGM for seeking approval of members.

(ii) Secretarial Auditor

Pursuant to the provisions of Section 204 of the Companies Act 2013 and the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Company hasappointed Mr. Gaurang Shah a practicing Company Secretary Ahmedabad (Mem. No. 38705) toundertake the Secretarial Audit of the Company. The Report of the Secretarial Audit isannexed herewith as "Annexure - D".

EXPLANATION OR COMMENTS ON QUALIFICATIONS RESERVATIONS OR ADVERSE REMARKS ORDISCLAIMERS MADE BY THE STATUTORY AUDITOR AND THE SECRETARIAL AUDITOR IN THEIR REPORTS

As regards para No. 1 of observation made by Secretarial Auditor in respect ofnonappointment of internal auditor the Directors state that there are necessary controlprocedures prevailing within the Company which is self-sufficient for exercising propercontrols.

14. VIGIL MECHANISM/WHISTLE BLOWER POLICY

The Company has formulated a Whistle Blower policy to establish a vigil mechanism forDirectors and Employees of the Company to report concern about unethical behavior actualor suspected fraud or violation of the company's Code of Conduct. The details of theWhistle Blower Policy posted on the website of the Company www.bnanji.com.

15. SHARES

a) BUY BACK OF SECURITIES

The Company has not bought back any of its securities during the year under review.

b) SWEAT EQUITY

The Company has not issued any Sweat Equity Shares during the year under review.

c) BONUS SHARES

No Bonus Shares were issued during the year under review.

d) EMPLOYEES STOCK OPTION PLAN

The Company has not provided any Stock Option Scheme to the employees.

16. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE OUTGO

The Company is not engaged in activities specified in Section 134 (3) (m) of theCompanies Act 2013 read with Rule 8 of the Companies (Accounts) Rules 2014 and as suchthe company is not required to give information relating to conservation of energy. TheCompany is not using any particular technology and as such information relating totechnology absorption is not required to be given. There is no foreign exchange earningsand outgo during the year under review.

17. DIRECTORS

(i) Retirement by Rotation

In accordance with the provisions of the Companies Act 2013 and Articles ofAssociation of the Company Mr. Bhikhubhai N. Padsala retires by rotation and is eligiblefor reappointment.

(ii) Declarations 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 Clause 49 ofthe Listing Agreement.

(iii) Board Evaluation

In compliance with the provisions of the Companies Act 2013 and Clause 49 of theListing Agreement the Board has carried out an annual performance evaluation of its ownperformance the directors individually as well as the evaluation of the working of itsNomination & Remuneration Committee. The manner in which the evaluation has beencarried out has been explained in the Corporate Governance Report.

(iv) Board Meetings

During the year Five (4) Board Meetings and four (4) Audit Committee Meetings wereconvened and held. The details are given in the Corporate Governance Report. Theintervening gap between the Meetings was within the period prescribed under the CompaniesAct 2013.

18. DIRECTORS' RESPONSIBILITY STATEMENT

To the best of their knowledge and belief and according to the information andexplanations obtained by them your Directors make the following statements in terms ofthe Section 134(3) (c) of the Companies Act 2013:

(i) That in the preparation of the annual financial statements for the year ended 31stMarch 2017 the applicable accounting standards have been followed along with properexplanation relating to material departures if any;

(ii) That such accounting policies as mentioned in the Financial Statements as‘Significant Accounting Policies' have been selected and applied consistently andjudgments 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 31st March2017 and of the profit of 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 financial statements have been prepared on a going concern basis;

(v) That proper internal financial controls were in place and that the financialcontrols were adequate and were operating effectively;

(vi) That proper systems to ensure compliance with the provisions of all applicablelaws were in place and were adequate and operating effectively.

19. PARTICULARS OF EMPLOYEE:

The provisions of Rule 5(2) & (3) of the Companies (Appointment & Remunerationof Managerial Personnel) Rules 2014 requiring particulars of the employees in receipt ofremuneration in excess of ' 60 lacs per year to be disclosed in the Report of Board ofDirectors are not applicable to the Company as none of the employees was in receipt ofremuneration in excess of ' 60 lacs during the financial year 2015-16.

The information required under Section 197(12) of the Companies Act 2013 read withRule 5 of the Companies (Appointment & Remuneration of Managerial Personnel) Rules2014 is given in the Statement annexed herewith as "Annexure - E".

20. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

There are no significant and material orders passed by the Regulators/ Courts whichwould impact the going concern status of the Company and its future operations.

21. DETAILS OF SUBSIDIARIES JOINT VENTURES AND ASSOCIATE COMPANIES

No company has become or ceased to become the Subsidiary Joint venture or AssociateCompany during the year under review. The Company does not have any Subsidiary Jointventure or Associate Company.

22. RELATED PARTY TRANSACTIONS

All contracts / arrangements / transactions entered by the Company during the financialyear with related parties under Section 188 of Companies Act 2013 were in the ordinarycourse of business and on an arm's length basis. During the year the Company had notentered into any contract / arrangement / transaction with related parties which could beconsidered material in accordance with the policy of the Company on materiality of relatedparty transactions.

The Policy on materiality of related party transactions and dealing with related partytransactions as approved by the Board may be accessed on the Company's website at thelink: http://bnanii.com/pdf/related-party-disclosure.pdf

The particulars in prescribed form AOC-2 is attached as Annexure - ‘F'.

MANAGEMENT DISCUSSION AND ANALYSIS

The Management Discussion and Analysis Report for the year under review is presented ina separate section forming part of this Report.

REPORT ON THE SEXUAL HARRASSMENT OF WOMEN AT WORKPLACE (PREVENTION. PROHIBITION ANDREPRESSED ACT 2013.

In terms of section 22 of the SEXUAL HARRASSMENT OF WOMEN AT WORKPLACE (PREVENTIONPROHIBITION AND REDRESSEL) ACT 2013 we report that during 2015-16 no case has been filedunder the said act.

INSURANCE:

All fixed assets and movable assets of the Company are adequately insured.

ACKNOWLEDGMENT:

Your Directors wish to place on record their deep sense of appreciation for thecommitment displayed by all the employees of the Company resulting in successfulperformance during the year under review. Your Directors also take this opportunity toplace on record the cooperation assistance and continued support extended by the BanksGovernment Authorities Vendors and Shareholders during the year under review.

Regd. Office:
B. Nanji Enterprises Limited
CIN: L45201GJ1982PLC005148
‘Moorti Bunglow' 5 Ashok Nagar BY ORDER OF BOARD OF DIRECTORS
B/h Sundervan Satellite FOR B. NANJI ENTERPRISES LIMITED
Ahmedabad-380015
Gujarat
BHIKHUBHAI N. PADSALA SANDIP B. PADSALA
PLCAE: AHMEDABAD MANAGING DIRECTOR WHOLE TIME DIRECTOR
DATE: 14/08/2017 (DIN:01833879) (DIN:01870595)