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Bangalore Fort Farms Ltd.

BSE: 539120 Sector: Others
NSE: N.A. ISIN Code: INE578R01011
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NSE 05:30 | 01 Jan Bangalore Fort Farms Ltd
OPEN 16.00
PREVIOUS CLOSE 16.00
VOLUME 1
52-Week high 20.45
52-Week low 13.25
P/E 9.58
Mkt Cap.(Rs cr) 8
Buy Price 16.00
Buy Qty 3.00
Sell Price 16.00
Sell Qty 1482.00
OPEN 16.00
CLOSE 16.00
VOLUME 1
52-Week high 20.45
52-Week low 13.25
P/E 9.58
Mkt Cap.(Rs cr) 8
Buy Price 16.00
Buy Qty 3.00
Sell Price 16.00
Sell Qty 1482.00

Bangalore Fort Farms Ltd. (BANGALOREFORT) - Director Report

Company director report

To

The Members

Your Directors are pleased to present the Fifty First Annual Report and the company'saudited financial statement for the financial year ended 31st March 2018.

FINANCIAL HIGHLIGHTS:

The Company's financial performance for the year ended March 31 2018 is summarizedbelow: -

Amount in (Rs.)
Particulars Year ended Year ended
31st March 2018 31st March 2017
Total Income 98293216.00 2409318.00
Total Expenses 94838292.00 2405218.00
Profit Before Tax 3454924.00 4099.56
Less : Current Tax 660000 1300.00
Less: Income Tax for earlier years 1539 0
Less: Deferred Tax liability 58544 0
Profit After Tax 2734841.00 2799.56

THE COMPANY'S STATE OF AFFAIRS:

The company is into Agro Trading and has plans to enter into other sectors viz importexport of metal handicrafts merchandise etc. We are exploring opportunities in theinternational market for trading of Jute bags and other Jute products as well. The Companyhas also applied for setting up new unit in Falta Special Economic Zone and is in theprocess of obtaining various registrations and licenses for exporting its products intointernational market.

AMOUNTS PROPOSED TO CARRY TO THE RESERVES:

The entire profit of Rs. 2734841 earned during the year under review is being carriedforward under Reserves & Surplus.

DIVIDEND:

To conserve resources for newer businesses your Directors have decided not torecommend any dividend for the year ended 31st March 2018.

CHANGE IN SHARE CAPITAL:

During the year under review the paid up share capital increased from Rs.26050000 to Rs. 47994000 consequent to a Preferential issue of 2194400Equity shares of Rs.10 each made by the Company. The Preferential issue of Equity shareswas approved by the Shareholders at the Annual General Meeting of the Company held on 25thSeptember 2017.

UTILISATION OF PROCEEDS OF ISSUE OF EQUITY SHARES ON PREFERENTIAL BASIS:

The Company came up with Preferential Issue of shares which were further allotted on8th December 2017. The proceeds of the issue were utilized for expansion of Business ofthe company.

SUBSIDIARY JOINT VENTURE AND ASSOCIATES:

The Company does not have any subsidiary joint venture and associates Company. Hencethe requisite disclosure as per Section 129(3) of the Companies Act 2013 in Form AOC-1 isnot applicable.

MEETINGS OF THE BOARDS:

The Board of Directors met 9(Nine) times during the year under review. For furtherdetails please refer to the Corporate Governance Report which forms part of this report.

DETAILS OF KEY MANAGERIAL PERSONNEL:

During the year under review there was a change in Key Managerial Personnel in thedesignation of Company Secretary.

Ms. Sana Sultan (M.No A38799) resigned from the position of Company Secretaryw.e.f 31st January 2018 and Ms. Archana Singh (M.No- A34795) was appointed in herplace as the Company Secretary and Compliance Officer of the Company w.e.f 01st February2018 on such terms and conditions as recommended by the Nomination and RemunerationCommittee.

Mrs. Bhavya Ram Iyengar and Mr. Subir Kumar Dasgupta continue to hold the position ofManaging Director and Chief Financial Officer respectively.

EXTRACTS OF ANNUAL RETURN:

Pursuant to the notification of the aforesaid amendment the Shareholders can find acopy of Annual Return on the website of the company .

As per the provisions of Section 92 of the Companies Act 2013 read with relevant rulesthe details forming part of the extract of the Annual Return in form MGT-9 is annexedherewith as "Annexure I".

MANAGEMENT DISCUSSION AND ANALYSIS:

The Management Discussion and Analysis Report as required under Regulation 34(2)(e) ofthe SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 forms asintegral part of this Annual Report as annexed herewith as "Annexure II"of this report.

CORPORATE GOVERNANCE:

Pursuant to Regulations 34(3) of the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 a separate section on Corporate Governance and acertificate from a Practicing Chartered Accountants regarding compliance of conditions ofcorporate Governance are made part of this report as "Annexure-III".

Section 135 of the Companies Act 2013 read with the Companies (Corporate SocialResponsibility Policy) Rules 2014 is not applicable to the Company as it does not meetthe criteria for compliance of Corporate Social Responsibility.

DIRECTORS:

There was no change in the composition of Directors during the year under review.

In accordance with the provision of section 152 of the Companies Act 2013 and theArticles of Association of the Company Mr. Srinivasan Ramakrishna Iyengar retires byrotation at the ensuring Annual General Meeting of the Company and being eligible offershimself for re- appointment.

DISCLOSURE ON REMUNERATION OF DIRECTORS OF THE COMPANY:

Non- Executive Director Managing Director and the Independent Director havevoluntarily opted not to draw any remuneration or emoluments during the financial year2017-18. No sitting fee has been paid to the directors for attending Board Meetings duringthe year under review.

EMPLOYEES RELATION:

One of your Company's key strength is its people. Relation with employees remainedcordial and satisfactory.

BOARD EVALUATION:

The annual evaluation of all the Directors individually including the IndependentDirector & Chairman and the Board as a whole was conducted based on the criteria andframe work adopted by the Board. The manner in which the evaluation has been carried outis explained in the Report of Corporate Governance which forms a part of the AnnualReport.

INTERNAL FINANCIAL CONTROL:

Your Company has adequate Internal Financial Control System at all levels of Managementand they are reviewed from time to time. The Internal Audit is carried out in house aswell as by firm of Chartered Accountants. The Audit Committee of the Board looks intoAuditor's review which is deliberated upon and corrective action taken wherever required.

POLICY ON DIRECTOR'S APPOINTMENT AND REMUNERATION:

The Company's policy on Director's appointment and Remuneration including criteria todetermine qualifications positive attribute independence of Directors and other mattersprovided under section 178(3) of the Companies Act 2013 is forming part of the CorporateGovernance report.

PARTICULARS OF EMPLOYEES:

The company has no employee who is in receipt of remuneration of Rs. 850000/- permonth or Rs. 10200000/- per annum and hence the Company is not required to giveinformation under Sub Rule 2 and 3 of Rule 5 of the Companies (Appointment &Remuneration of Managerial Personnel) Rules 2014. None of the Directors of the Companyhave drawn any remuneration or sitting fee during the year. Further there was no change inthe remuneration of any of the Key Managerial Personnel. Disclosures pertaining to section197(12) of the Companies Act 2018 read with Rule 5(1) of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 are mentioned below:

- The No. of Employees in the Company during the year was 8.

STATUTORY AUDITORS:

During the year M/s. Ajay K Mishra & Co. Statutory auditors of our companyhave tendered their resignation. Therefore to fill the casual vacancy caused due toresignation the Audit Committee and the Board of Directors in their meeting dated 30thJune 2018 have recommended M/s. AMK & Associates Chartered Accountants (FRN: 327817E)for appointment as new Statutory Auditors of the Company.

A Certificate from M/s. AMK & Associates Chartered Accountants (FRN: 327817E) hasbeen received to the effect that they meet criteria laid down under Section 141 of theCompanies Act 2013 along with a consent letter to be appointed as Statutory Auditors ofthe Company. The Board of Directors have approved their appointment as Statutory Auditorsubject to approval of Members in the ensuing Annual General Meeting to hold office for aperiod of 5 consecutive years from the ensuing Annual General Meeting till the conclusionof the 56th AGM to be held in 2023.

The Auditors have subjected themselves for the peer review process of the Institute ofChartered Accountants of India (ICAI) and they hold a valid certificate issued by the"Peer Review Board" of ICAI.

The yearly ratification of appointment of Auditors has been done away with theamendment in the Companies Act 2013. (As per Companies (Amendment) Act 2017 SectionNotified on 07.05.2018)

The observations if any made by the Auditors of the Company in their report read withrelevant notes to the Accounts are self-explanatory and therefore do not call for anyfurther comments.

INTERNAL AUDITOR:

Pursuant to Section 138 the Company has to appoint Internal Auditor. Therefore theBoard unanimously decided and had appointed Mr. Aman Jain of Jain Aman & Associates (FRN:329974E) as the Internal Auditor for the Financial year 2017-18.

SECRETARIAL AUDITOR:

The Board has appointed Mr. Pankaj Kumar Modi (M.No- A28600) Company Secretaryin practice as Secretarial Auditor to conduct the Secretarial Audit for the financial year2017-18. The Secretarial Audit Report for the financial year ended 31st March 2018 isannexed herewith and marked as "Annexure IV" to this Report.

RISK MANAGEMENT POLICY:

The Company has identified the key risk areas which may affect the business andoperational goals of the Company. Major risks identified by the businesses and functionsare systematically addressed through mitigating actions on a periodical basis.

CHANGE IN THE NATURE OF THE BUSINESS:

During the year there has been no changes made in the nature of the Business of theCompany.

CHANGE IN THE REGISTERED OFFICE OF THE COMPANY:

For operational efficiency and availability of cheap labour and raw materials yourcompany decided to shift from Bangalore to Kolkata. During the year under review thecompany was in process of Shifting its Registered office from Karnataka to West Bengal.All the relevant petitions were filed with the Regional Director (SER) Hyderabad and allrelevant e-forms were filed with the concerned ROC's to get the approval of Shifting.However your company received the order of RD approving the Shifting on 21st May 2018and thereafter Certificate of Registration on 6th June 2018.

DECLARATION BY INDEPENDENT DIRECTOR:

The Company has received necessary declarations from all Independent Directors undersection 149(7) of the Companies Act 2013 and SEBI (LODR) Regulations 2015 confirmingthat they meet the criteria of independence as prescribed in section 149(6) of theCompanies Act 2013.

PARTICULARS OF CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGEEARNINGS AND OUT GO:

(a) Particulars of Conservation of Energy Technology Absorption

The Provisions of Section 134(m) of the Act relating to conservation of energy andtechnology absorption do not apply to this Company as the Company has not carried out anymanufacturing activities.

(b) Foreign Exchange Earnings and outgo

During the year under review there was no foreign exchange outgo nor was any foreignexchange earned.

CORPORATE SOCIAL RESPOSIBILITY (CSR):

The level of operation of the company does not confirm to the minimum threshold of CSRreporting. Therefore Section 135 of the Companies Act 2013 is not applicable to theCompany.

DEPOSITS:

Your Company has not accepted any fixed deposits and it does not have any outstandingdeposits under Section 73 of the Act read with the Companies (Acceptance of deposits)Rules 2014 as at year ended 31st March 2018.

PARTICULARS OF LOANS GURANTEES OR INVESTMENTS:

Details of Loans Guarantees and Investments covered under the provisions of Section186 of the Companies Act 2013 are given in the notes to the Financial Statements.

CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES:

All transactions entered into with the Related Parties in terms of section 2(76) andAccounting Standard 18 during the financial year were in the ordinary course of businessand on arm's length basis and do not attract the provisions of the section 188 of theCompanies act 2013. There were no Material Related Party Transaction during the year.Thus disclosure in form AOC-2 is not required.

GENERAL SHAREHOLDING INFORMATION:

General Shareholding Information is given in the Report on Corporate Governance Reportforming part of this Annual Report.

QUALIFICATION RESERVATION OR ADVERSE REMARK IN STATUTORY AUDIT REPORT AND SECRETARIALAUDIT REPORT:

There is no qualification reservation or adverse remark made by the Statutory Auditorsin their Audit Report to the Financial Statements and by the Secretarial Auditor in itsSecretarial Audit Report for the financial year ended March 31 2018.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS ORTRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE:

During the year under review there are no significant and material order passed by theregulators or courts impacting the going concern status of the Company and its futureoperations.

However pursuant to the process of shifting its registered office the Company receivedapproval through an Order dated 21st May 2018 from Regional Director (SER) Hyderabad

COMMITTEES OF THE BOARD:

The Board has constituted the following committees:

1. Audit Committee

2. Nomination & Remuneration Committee

3. Share Transfer & Stake holders / Investors Grievances Committee

The details with respect to the composition powers roles and terms of reference etcof relevant committees of the Board of Directors are given in the Corporate GovernanceReport of above said committees which is a part of this report. All recommendations madeby the Audit Committee during the years are accepted by the Board.

VIGIL MECHANISM/WHISTLE BLOWER POLICY:

Pursuant to the provision of Section 177(9) & (10) of the Companies act 2013 avigil Mechanism for Directors and employees of the Company to report genuine concerns hasbeen established. The Vigil Mechanism/Whistle Blower Policy has been uploaded on theCompany's Website .

FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS:

In accordance with the provisions of SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 the Company has put in place various programme tofamiliarize Independent Directors with respect to the nature of the industry in which theCompany operates business model roles and responsibilities of Independent Directors etc.

PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE:

The Company has adopted a policy with the name "Anti Sexual HarassmentPolicy". The policy is applicable to all the employees of the Company as well asnon-employees of the companies that are business associates vendors trainees if any.During the Financial Year under review the Company has not received any complaints ofSexual Harassment.

DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to the requirements of the provisions of Section 134(5) of the Companies Act2013 your Directors confirm as under:

a) That in the preparation of the annual account the applicable accounting standardshas been followed and there are no material departures from the same.

b) That the directors have selected such accounting policies and applied themconsistently and made judgments and estimates that are 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 i.e. March 31 2018 and of the profit of the Company for the year ended onthat date;

c) That the Directors have taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of the Act forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities;

d) That the directors have prepared the annual accounts on going concern basis.

e) The Directors have laid down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and are operatingeffectively and

f) That the directors have devised proper system to ensure compliance with theprovisions of applicable laws and that such systems are adequate and operatingeffectively.

AKCNOWLEDGEMENTS:

The Directors place on record their appreciation for the valued contribution andcommitment made by the employees at all levels. They further express their sinceregratitude to the Banks Government Authorities Customers suppliers and all stakeholdersfor their continued co-operation and support extended towards the Company.