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B Nanji Enterprises Ltd.

BSE: 526594 Sector: Infrastructure
NSE: N.A. ISIN Code: INE735G01010
BSE 00:00 | 25 Feb B Nanji Enterprises Ltd
NSE 05:30 | 01 Jan B Nanji Enterprises Ltd
OPEN 9.05
PREVIOUS CLOSE 9.05
VOLUME 10
52-Week high 9.05
52-Week low 0.00
P/E
Mkt Cap.(Rs cr) 5
Buy Price 9.05
Buy Qty 1.00
Sell Price 0.00
Sell Qty 0.00
OPEN 9.05
CLOSE 9.05
VOLUME 10
52-Week high 9.05
52-Week low 0.00
P/E
Mkt Cap.(Rs cr) 5
Buy Price 9.05
Buy Qty 1.00
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 39th Annual Report togetherwith the Audited Statement of Accounts of B Nanji Enterprises Limited for the year endedon 31st March 2021.

1. FINANCIAL RESULTS

Particulars 2020-21 2019-20
Revenue from operations 20409981 67173100
Other Income 4887117 5452795
Total Income 25297098 72625895
Profit/loss before Depreciation Finance Costs
Exceptional items and Tax Expense
Less: Depreciation/Amortization/ Impairment
Profit/loss before Finance Costs Exceptional items and Tax Expense
Less: Finance Costs
Profit/loss before Exceptional items and Tax Expense
Add/(less): Exceptional items
Profit/(Loss) before Tax -78„20375 -1830402
Tax Expenses -121080 -77726
Current Tax
Deferred Tax
Profit/(Loss) for the year -7699295 -1752676

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 your Company reported the Revenue from Operationsamounted to Rs. 25297098/- as against Rs. 72625895/- in the previous year. The lossbefore Tax amounted to 7820375/- as against loss of Rs. 1830402/- in the previousyear. The Net loss for the year amounted to Rs. 7699295/- as against 1752676/-reported in the previous year.

AMOUNT WHICH COMPANY PROPOSES TO CARRY TO ANY RESERVES:

The Board of Directors of your company has decided not to transfer any amount to theReserves for the year under review.

6. FINANCE -

(i) Share Capital

The Authorised capital Capital of the Company as on 31st March 2021 is Rs.60000000/- divided into 6000000 equity shares of Rs. 10/- each during the year underreview There is no change in the authorised capital of the Company during the year underreview.

The paid up Equity Share Capital of the Company as on 31st March 2021 isRs. 55145200/- Lakh divided into 5514520 equity shares of Rs. 10/- each during theyear under review the Company has neither issued equity shares with differential votingrights nor granted stock options or sweat equity.

(ii) DEPOSITS

During the year under review the Company has not accepted any deposits within themeaning of Section 73 of the Companies Act 2013 and the Companies (Acceptance ofDeposits] Rules 2014..

(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 6 to the FinancialStatements.

7. 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.

8. INTERNAL FINANCIAL CONTROLS

The Company has in place adequate internal financial controls with reference tofinancial statement across the organisation. The same is subject to review periodically bythe internal audit cell for its effectiveness. During the financial year such controlswere tested and no reportable material weaknesses in the design or operations wereobserved. The Statutory Auditors of the Company also test the effectiveness of InternalFinancial Controls in accordance with the requisite standards prescribed by ICAI. Theirexpressed opinion forms part of the Independent Auditor's report.

Internal Financial Controls are an integrated part of the risk management processaddressing financial and financial reporting risks. The internal financial controls havebeen documented digitized and embedded in the business processes.

Assurance on the effectiveness of internal financial controls is obtained throughmanagement reviews control self-assessment continuous monitoring by functional experts.We believe that these systems provide reasonable assurance that our internal financialcontrols are designed effectively and are operating as intended. .

CHANGE(S) IN THE NATURE OF BUSINESS IF ANY:

During the year under review no any change in the nature of the business of thecompany.

9. 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.

10. 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. 38703) forms part of this Annual Report as"Annexure -A".

11. CORPORATE SOCIAL RESPONSIBILITY

As the Company does not fall under the mandatory bracket of Corporate SocialResponsibility as required under Section 135 of the Companies Act 2013 hence Company hasnot taken any initiative on Corporate Social Responsibility..

12. 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".

13. EXTRACT OF ANNUAL RETURN

In accordance with Sections 134(3)(a) & 92(3) of the Companies Act 2013 read withRule 12(1) of the Companies (Management and Administration) Rules 2014 The annual returnin Form No. MGT-7 for the financial year 2020-21 will be available on the website of theCompany (https://www.bnanji.com). The due date for filing annual return for the financialyear 2020-21 is within a period of sixty days from the date of annual general meeting.Accordingly the Company shall file the same with the Ministry of Corporate Affairs withinprescribed time and a copy of the same shall be made available on the website of theCompany (https://www.bnanji.com) as is required in terms of Section 92(3) of the CompaniesAct 2013.

14. LISTING AGREEMENT/ Listing Fees

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 regulations were effective from December 1 2015. Accordingly all listedentities were required to enter into the Listing Agreement within six months from theeffective date. The Company has entered into Listing Agreement with BSE Ltd. ^

The Company confirms that it has paid the Annual Listing Fees for the year 2021-22 toBSE Limited where the Company's Shares are listed.

15. AUDITORS

(i) Statutory Auditor

M/s. Shah Karia & Assocaites Chartered Accountants Ahmedabad the StatutoryAuditors of the Company retire at the ensuing Annual General Meeting and are eligible forre-appointment. They have furnished a certificate regarding their eligibility forre-appointment as Statutory Auditors of the Company pursuant to Section 139(2} of theCompanies Act 2013 read with Companies (Audit & Auditors} Rules 2014. The Board ofDirectors recommends their reappointment for the year 2021-22 at the ensuing AnnualGeneral Meeting.

The Report given by M/s. Shah Karia & Assocaites Statutory Auditors on thefinancial statement of the Company for the year 2020-21 is part of the Annual Report.

The report of the Statutory Auditor contains qualification reservation adverse remarkor disclaimer and comments by the Board on qualifications are given below.

(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 - C".The Secretarial Auditor has made observationsand comments by the Board on qualifications are given below

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 under the heading of Basis for Qualified Opinion of StatutoryAuditor's Report the Directors state that the Company has adopted lower cost or NRVmechanism to value its closing stock which is taken as per cost mechanism by management ofthe Company. The value of the closing stock is certified by the management of the companyafter due verification and reconciliation.

As regards para-No. 2 under the heading of Basis for Qualified Opinion of StatutoryAuditor's Report the Directors state that the trade receivables dues are due to length ofthe projects and nature of the business as outstanding from long time however the amountsare still recoverable / payable.

As regards para-No. 3 under the heading of Basis for Qualified Opinion of StatutoryAuditor's the Directors state that the company is under process to clear the all duesrelated to Bank and NBFC however due to global outbreak of Covid-19 the financialposition of the Company has suffered badly. The company will clear the dues as early aspossible.

As regards para-No. 4 under the heading of Basis for Qualified Opinion of StatutoryAuditor's the Directors state that the company will pay the Employee Benefits outstandingto the respective department at earliest.

As regards para-No. 5 under the heading of Basis for Qualified Opinion of StatutoryAuditor's the Directors state that the outbreak of COVID-19 pandemic globally and inIndia has severely impacted businesses and economies. As per the current assessment theDirectors of your company believes that the Impact of Covid-19 on its business assetsinternal financial controls profitability and liquidity both present and future wouldbe limited and there is no indication of any material impact on the carrying amounts ofInventories trade receivables Investments and other financial assets.

As regards para-No. a of observation made by Secretarial Auditor the Company is underprocess to complete the requisite compliance at the earliest.

As regards para-No. b to f and h of observation made by Secretarial Auditor the BSEhas suspended the company due to penal reasons and the Company is under process to resolvethe matter with BSE. Pursuant this action the Company has not able to complete thecompliance as per SEBI (LODR] Regulations 2015.

As regards para-No. g of observation made by Secretarial Auditor the Company is underprocess to appoint proper candidate for the post of Company Secretary and Chief FinancialOfficer at the earliest.

16.. 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.

17.. 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.

18. CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE OUTGO

CONSERVATION OF ENERGY:

i. the steps taken or impact on conservation of energy: Nil

ii. the steps taken by the company for utilizing alternate sources of energy: Nil

iii. the capital investment on energy conservation equipment: Nil

TECHNOLOGY ABSORPTION:

i. The efforts made towards technology absorption: Nil

ii. The benefits derived like product improvement cost reduction product developmentor import substitution: Nil

iii. In case of imported technology (imported during the last three years reckoned fromthe beginning of the financial year)-

a) The details of technology imported: Nil

b) The year of import: Nil

c) Whether the technology been fully absorbed: Nil

d) if not fully absorbed areas where absorption has not taken place and the reasonsthereof: Nil

iv. The expenditure incurred on Research and Development: Nil

FOREIGN EXCHANGE EARNING & OUTGO:

Foreign Exchange Earnings: NIL Foreign Exchange Outgo: NIL

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.

19. DIRECTORS

(i) Retirement by Rotation

In accordance with the provisions of Section 152 of the Companies Act 2013 andArticles of Association of the Company Mr. Bhikhubhai N. Padsala is liable to retire byrotation at the ensuing Annual General Meeting and being eligible offers himself forreappointment..

Your Directors recommended his re-appointment on recommendation of the Nomination andRemuneration Committee.

APPOINTMENTS/ RE-APPOINTMENTS/RESIGNATION:

During the year the company has not appointed any new director on its board.

(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 Four (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.

20. 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 2021 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 March2021 and of the loss 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.

21. 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 of

remuneration 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 2020-21..

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 - D".

22. 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.

23. 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://bnanji.com/pdf/reIated-partv-disclosure.pdf

The particulars in prescribed form AOC-2 are attached as "Annexure - E".

24. 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.

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

As per the requirement of the Sexual Harassment of Women at Workplace(PreventionProhibition & Redressal)Act 2013 ("POSH Act") and Rules made there underthe Company has formed Internal Complaints Committee for various work places to addresscomplaints pertaining to sexual harassment in accordance with the POSH Act. The Companyhas a policy for prevention of Sexual Harassment which ensures a free and fair enquiryprocess with clear time lines for resolution; To build awareness in this area the Companyhas been conducting online programme on a continuous basis.

There was no case filed during the year under the sexual harassment of woman at workplace (Prevention Prohibition and Redressal) Act 2013. Further the Company ensures thatthere is a healthy and safe atmosphere for every women employee at the "Workplace andmade the necessary policies for safe and secure environment for women employee

In terms of section 22 of the SEXUAL HARRASSMENT OF WOMEN AT WORKPLACE (PREVENTIONPROHIBITION AND REDRESSED) ACT 2013 we report that during 2020-21 no case has been filedunder the said act.

26. INSURANCE:

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

27. DETAILS OF FRAUD REPORTING BY AUDITOR:

During the year under review there were no frauds reported by the auditors to theAudit Committee or the Board under section 143(12) of the Companies Act 2013.

28. MAINTENANCE OF COST RECORDS

The provisions relating to maintenance of cost records as specified bv the CentralGovernment under subsection (1) of section 148 of the Companies Act. 2013. are notapplicable to the Company and accordingly such accounts and records are not required to bemaintained.

29. INSOLVENCY AND BANKRUPTCY CODE

There is no application made or any proceeding pending under the Insolvency andBankruptcy Code 2016 (31 of 2016) during the year.

HUMAN RESOURCE MANAGEMENT HEALTH AND SAFETY:

The Company firmly believes that employee motivation development and engagement arekey aspects of good human resource management. We have also set up a scalable recruitmentand human resource management process which enables Us to attract and retain highercaliber employee.

Functional Structure is adopted to have a clear business horizon and understand thebusiness graph. Continuous improvement of process and practices are prerequisite forsustainability hence organization is giving serious thought to skill development of eachemployee at every level.

To make a lean structure management has been continuously evaluating its Human CapitalInvestment in every sphere of activities like recruitment training with focused approachto get best return of it.

TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND:

Since there was no unpaid /unclaimed dividend the provisions of Section 125 of theCompanies Act. 2013 do not apply.

30. Secretarial Standards of ICSI

The Company is in compliance with the Secretarial Standard on Meetings of the Board ofDirectors (SS-1) and General Meeting (SS-2) issued by the Institute of Company Secretariesof India and approved by the Central Government

31. Industrial Relations:

The Directors are pleased to report that the relations between the employees and themanagement continued to remain cordial during the year under review

. 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 AshokNagar B/h Sundervan Satellite Ahmedabad-380015

Gujarat

BY ORDER OF BOARD OF DIRECTORS FOR B. NANJI ENTERPRISES LIMITED

BHIKHUBHAI N. PADSALA

MANAGING DIRECTOR

(DIN: 01833879)

PLCAE: AHMEDABAD

DATE: 07/08/2021

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