TO THE MEMBERS OF
BAMPSL SECURITIES LIMITED
Your Directors take pleasure in presenting the 24th Annual Report on the business andoperations of the Company and the Audited Financial Statement of the Company for theFinancial Year ended 31st March 2019.
1. FINANCIAL SUMMARY OR HIGHLIGHTS/PERFORMANCE OF THE COMPANY (Standalone)
The performance of the Company for the Financial Year ended 31 st March 2019issummarized below:
|Particulars ||F.Y 2018-2019 ||F.Y 2017-2018 |
| ||(In rupees) ||(In rupees) |
|Gross Income ||148678708.08 ||133009794.72 |
|Expense ||149131066.61 ||131951641.00 |
|Finance Charges ||NIL ||NIL |
|Gross Profit ||-452358.00 ||1058153.72 |
|Provision for Depreciation ||390678.00 ||854541.85 |
|Net Profit Before Tax ||(843036.53) ||203611.87 |
|Tax Expense: || || |
|i. Current Tax || ||250000.00 |
|ii. Adjustment for previous year ||116515.76 ||(1968895.92) |
|iii. Deferred Tax ||9720.00 ||(151907.00) |
|Net Profit After Tax ||(969272.29) ||2074414.79 |
2. BRIEF DESCRIPTION OF THE COMPANY'S WORKING DURING THE YEAR/STATE OF COMPANY'S AFFAIR
The Company continues to be engaged in the business of dealing and investing in sharesand other securities along with financial services like spot financing short termfinancial accommodation long term financial accommodation and in other similar financialsector. For F.Y. 2018-2019 the Company earned revenue of Rs. 148678708.08/-.
3. CHANGE IN THE NATURE OF BUSINESS. IF ANY
During the year under review the Company has not changed the nature of business.
On account of the liquidity needs against the business expansion plans in hand nodividend is recommended for the current year.
5. BONUS SHARE
During the financial year 2018-19 the company has not recommended the Bonus Shares.
The Amount of Rs. 1659531.83is transferred to General Reserve and Rs. 414882.96istransferred to Statutory Reserve under section 451 C of RBI Act 1934.
7. CHANGE OF NAME
During the year under review the Company has not changed the name of Company.
8. SHARE CAPITAL
As on 31st March 2019 the issued subscribed and paid up share capital of our Companystood at Rs. 340351600 (Rs Thirty Four Crore Three Lacs Fifty One Thousand & SixHundred) comprising 34035160 (Three Crore Forty Lacs Thirty Five Thousand One HundredSixty) Equity Shares of Rs. 10 each. During the year under review there has been no changein the issued subscribed and paid up share capital of the company.
Issue of Equity Shares with Differential Rights
During the year under review the Company has not issued shares with differentialvoting rights.
Issue of Sweat Equity Share
During the year under review the Company has not granted sweat equity shares..
9. DIRECTORS AND KEY MANAGERIAL PERSONNEL
Your Company's Board has an optimum combination of Executive Non Executive andIndependent Directors. The Composition of the Board and the Independent Directors of theCompany meet the criteria mandated by SEBI (Listing & Disclosure Requirement)Regulations 2015 and the Companies Act 2013.
Mr. VinubhaiPrabhudas Patel is liable to retire by rotation at the forthcoming AnnualGeneral Meeting and being eligible offer himself for reappointment.
The Company has received necessary declarations from each of the Independent Directorsunder section 149(7) of the Companies Act 2013 that he/she meets the criteria of theindependence as laid down in section 149(6) of the Companies Act 2013 and Regulation16(1) of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015.
Mr. Gaurav Gupta Company Secretary and Compliance Officer of the Company has resignedfrom the company w.e.f. 31.03.2019.
10. PARTICULARS OF EMPLOYEES
The Company during the period under review did not have any person on its rolls with anannual remuneration of Rs.10200000 or above or employed part of the year with aremuneration of Rs.850000 or above per month or employed throughout the year or partthereof with a remuneration in that year which in the aggregate or as the case may beat a rate which in the aggregate is in excess of that drawn by the managing director orwhole time director or manger and holds by himself or along with his spouse and dependentchildren not less than two percent of the equity shares of the company.
11. POLICY ON DIRECTOR'S APPOINTMENT AND REMUNERATION
The Board has constituted a Nomination & Remuneration Committee for formulating thecriteria for determining qualifications positive attributes and independence of adirector identify persons who are qualified to become Director and persons who may beappointed in Key Managerial and Senior Management positions in accordance with thecriteria laid down in Nomination & Remuneration policy and to recommend to the Boardappointment and removal of Director KMP and Senior Management Personnel. The objective ofthe Nomination & Remuneration Policy is also to set out the principles governing theCompany's Remuneration systems in organizational guidelines. The Nomination andRemuneration Policy of the Company is stated in the Corporate Governance Report.
12. BOARD EVALUATION
The Company has adopted a Performance Evaluation Policy for evaluation of performanceof Independent Directors Board Committees and other individual Directors (non-executivedirectors and executive directors). On the basis of this Policy a process of evaluation isbeing followed by the Board for evaluation of its own performance and that of itsCommittees and individual Directors.
The performance of the committees was evaluated by the Board after getting anevaluation report from the members of each committee which evaluates the performance ofthe Committee against its stated objectives and responsibilities effectiveness ofcommittee meetings etc. during the year. The Manner in which the evaluation has beencarried out has been explained in the Corporate Governance Report.
13. DIRECTOR'S RESPONSIBILITY STATEMENT
Pursuant to the requirement clause (c) of sub-section (3) of Section 134 of theCompanies Act. 2013 the Directors state that
(a) In the preparation of the annual accounts the applicable accounting standards hadbeen followed alo ng with proper explanation relating to material departures if any;
(b) Accounting policies have been selected and applied them consistently and judgmentsand estimates made are reasonable and prudent so as to give a true and fair view of thestate of affairs of the company at the end of the close of the financial year and of theprofit and loss of the company for that period;
(c) Proper and sufficient care has been taken for the maintenance of adequateaccounting records in accordance with the provisions of this Act 2013 for safeguardingthe assets of the company and for preventing and detecting fraud and other irregularities;
(d) The annual accounts have been prepared on a going concern basis;
(e) Internal financial controls have been laid down to be followed by the company andthat such internal financial controls are adequate and were operating effectively.
(f) Proper systems have been devised to ensure compliance with the provisions of allapplicable laws and that such systems were adequate and operating effectively.
14. AUDITORS AND AUDITOR'S REPORT
On the recommended of Board of Directors of the Company and the approval of theshareholders at General Meeting M/s ManojVed& Company Chartered Accountants (ICAIRegistration No. - 017729N) were appointed as the Statutory Auditors of the Company tofill the casual vacancy created on resignation of M/s G.C. Agarwal & AssociatesChartered Accountants for the Financial Year 2018-19.
In line with the requirements of Companies Act 2013 M/s ManojVed& CompanyChartered Accountants (ICAI Registration No.- 017729N) are eligible for re-appointment asstatutory auditors of the company. M/s ManojVed& Company Chartered Accountants (ICAIRegistration No.- 017729N) are recommended for appointment based on their consent andcertificate furnished by them in terms of Section 141 of the Companies Act 2013 as theStatutory Auditors of the Company for a period of 4 (four) years from the conclusion ofensuing Annual General Meeting till the conclusion of Annual General Meeting to be held inthe year 2023.
The requirement for the annual ratification of the auditor's appointment at the AGM hasbeen omitted pursuant to Companies (amendment) Act 2017 notified on May 7 2018.
Since the Company does not fulfill the provisions of Section 148(3) of Companies Act2013 and rule 6(2) & 6(3A) of the Companies (Cost Records and Audit) Rules 2014therefore Cost Audit is not applicable.
In terms of Section 204 of the Act and Rules made there under M/s M. K. Mandal &Associates Practicing Company Secretary have been appointed Secretarial Auditors of theCompany. The report of the Secreta rial Auditors is enclosed as Annexure III to thisreport. The report is self-explanatory and do not call for any further comments.
Internal Audit and Control
The Company engages qualified and independent Internal Auditor to conduct internalaudit of the books of accounts of the company. During the year the Company continued toimplement their suggestions and recommendations to improve the control environment. Theirscope of work includes review of processes for safeguarding the assets of the Companyreview of operational efficiency effectiveness of systems and processes and assessingthe internal control strengths in all areas. Internal Auditors findings are discussed withthe process owners and suitable corrective actions taken as per the directions of AuditCommittee on an ongoing basis to improve efficiency in operations.
15. DETAILS OF SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANIES
During the year under review the Company has no Subsidiary/Joint Ventures/AssociateCompanies in pursuance to sub-section (3) of section 129 of the Act.
16. CORPORATE SOCIAL RESPONSIBILITY (CSR)
Since the Company does not fulfill the provisions of Section 135 of Companies Act2013 therefore Corporate Social Responsibility is not applicable.
17. INTERNAL FINANCIAL CONTROLS
The Company has in place adequate internal financial controls with reference tofinancial statements. During the year such controls were tested and no reportablematerial weaknesses in the design or operation were observed.
A calendar of Meetings is prepared and circulated in advance to the Directors. Duringthe year tenBoard Meetings and five Audit Committee Meetings One Nomination &Remuneration Committee Meetings were convened and held. The details of which are given inthe Corporate Governance Report. The intervening gap between the Meetings was within theperiod prescribed under the Companies Act 2013.
19. PARTICULARS OF LOANS. GUARANTEES OR INVESTMENTS UNDER SECTION 186
The Company has not taken/made any Loans Guarantees and Investments under theprovisions of Section 186 of the Companies Act 2013 during the financial year ended 31 stMarch2019.
20. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
The company has not entered into contract or arrangements with related parties referredto in sub-section (1) of section 188 of the Companies Act 2013 including certain arm'slength transactions during the Financial Year ended 31st March 2019.
21. CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS ANDOUTGO
The current nature of the business of the Company of dealing in shares and securitiesdoes not entail it to reporting matters on energy conservation technology absorption andthe other matters. However there was no foreign exchange inflow or outgo during theperiod under report.
22. VIGIL MECHANISM/WHISTLE BLOWER POLICY
The Vigil MechanismA/Vhistle Blower Policy of the Company aims to provide an avenue fordirectors and employees to raise concerns of any violations of legal or regulatoryrequirements incorrect or misrepresentation of any financial statements and reportsunethical behavior violation of Code of Conduct etc. This policy also aims to create anenvironment where individuals feel free and secure to raise the alarm where they see aproblem. It also ensures that whistle blowers are protected from retribution whetherwithin or outside the organization. The Vigil Mechanism Policy has been uploaded on thewebsite of the Company at www.bampslsecurities.co-in under Vigil Mechanism/Whistle BlowerPolicy link.
23. RISK MANAGEMENT POLICY
During the year under review the Company has not constituted any risk managementpolicy.
24. EXTRACT OF ANNUAL RETURN
As required pursuant to section 92(3) of the Companies Act 2013 and rule 12(1) of theCompanies (Ma nagement and Administration) Rules 2014 an extract of annual return in MGT-9as a part of this Annual Report is enclosed as ANNEXURE I.
Your Directors state that no disclosure or reporting is required in respect of thefollowing items as there were no transactions on these items during the year under review:
1. Issue of equity shares with differential rights as to dividend voting or otherwise.
2. Issue of shares (including sweat equity shares) to employees of the Company underany scheme.
3. Neither the Managing Director nor the Whole-time Directors of the Company receiveany remuneration or commission from any of its related company.
4. No significant or material orders were passed by the Regulators or Courts orTribunals which impact the going concern status and Company's operations in future.
26. MATERIAL CHANGES AND COMMITMENTS. IF ANY. AFFECTING THE FINANCIAL POSITION OF THECOMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICHTHE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT
The Disclosure regarding the litigation of the company has explained by the Auditor inhis Independent Auditor's Report at point 7(b).
27. DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THEFINANCIAL STATEMENTS
The internal financial controls with reference to the Financial Statement arecommensurate with the size and nature of business of the Company. Adequate records anddocuments are maintained as required by laws. The Company's Audit Committee reviewed theinternal control system. All efforts are being made to make the internal control systemsmore effective.
During the period under review your Company has not accepted any deposit from publicin accordance with Section 73 of the Companies Act 2013 and rules made thereunder andhence no amount of principal or interest was outstanding as on 31/03/2019. No buy Back ofshares was proposed or pending during the financial year ended on 31/03/2019.
29. CORPORATE GOVERNANCE CERTIFICATE
The Compliance certificate from the auditors or practicing company secretariesregarding compliance of conditions of corporate governance as stipulated in Regulation 72of the SEBI (Listing Obligations And Disclosure Requirements) Regulations 2015 shall beannexed with the report.
30. MANAGEMENT DISCUSSION AND ANALYSIS
The Management Discussion and Analysis forms part of this Annual Report for the yearended 31st March 2019.
31. HUMAN RESOURCES
Your Company treats its "human resources" as one of its most importantassets.
Your Company continuously invests in attraction retention and development of talent onan ongoing basis. A number of programs that provide focused people attention are currentlyunderway. Your Company thrust is on the promotion of talent internally through jobrotation and job enlargement.
32. TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND
Pursuant to the provisions of the Investor Education Protection Fund (Uploading ofinformation regarding unpaid and unclaimed amounts lying with companies) Rules 2012 theCompany has already filed the necessary form and uploaded the details of unpaid andunclaimed amounts lying with the Company with the Ministry of Corporate Affairs.
33. LISTING WITH STOCK EXCHANGE
The shares of your Company are listed at Bombay Stock Exchange Limited Mumbai and paidthe Annual Listing Fees to Bombay Stock Exchange (BSE) on time.
34. NUMBER OF COMPLAINTS RECEIVED AND DISPOSED OFF DURING THE YEAR AS PER THE SEXUALHARASSMENT OF WOMEN AT WORKPLACE (PREVENTION. PROHIBITION AND REDRESS AL) ACT 2013
During the year under review the company has not received any complaint as per theSexual Harassment of Women at Workplace (Prevention Prohibition and Redressal) Act 2013.
35. SECRETARIAL STANDARDS
The directors state that the applicable secretarial standards i.e. SS-1 and SS-2relating to "Meetings of Board of Directors and General Meetings" respectivelyhave been duly followed by the Company.
Your Directors place on record their sincere appreciation for significant contributionmade by the employees through their dedication hard work and commitment. Despite severecompetition the enthusiasm and unstinting efforts of the employees have enabled theCompany to remain at the forefront of the industry.
Your Directors take this opportunity to express their deep sense of gratitude to thebanks financial institutions central and state governments and their departments and thelocal authorities for their continued gu idance and support.
Your Directors are also grateful to the shareholders for their confidence and faithreposed in the Company.
|BY ORDER OF THE BOARD || |
|For Bampsl Securities Limited || |
|Sd/- ||Sd/- |
|Bhisham Kumar Gupta ||Sanjay Sharma |
|(Managing Director) ||(Director) |
|DIN : 00110915 ||DIN : 07342776 |
|Place: New Delhi || |
|Date: 29.05.2019 || |