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Bervin Investments & Leasing Ltd.

BSE: 531340 Sector: Financials
NSE: N.A. ISIN Code: INE348I01018
BSE 00:00 | 18 Mar 11.41 0
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NSE 05:30 | 01 Jan Bervin Investments & Leasing Ltd
OPEN 12.60
PREVIOUS CLOSE 11.41
VOLUME 901
52-Week high 28.80
52-Week low 10.75
P/E 2.18
Mkt Cap.(Rs cr) 7
Buy Price 12.20
Buy Qty 25.00
Sell Price 12.60
Sell Qty 35.00
OPEN 12.60
CLOSE 11.41
VOLUME 901
52-Week high 28.80
52-Week low 10.75
P/E 2.18
Mkt Cap.(Rs cr) 7
Buy Price 12.20
Buy Qty 25.00
Sell Price 12.60
Sell Qty 35.00

Bervin Investments & Leasing Ltd. (BERVININVEST) - Director Report

Company director report

The Members

BERVIN INVESTMENT AND LEASING LIMITED

Your Directors have pleasure in presenting their 28th Annual Report on the business andoperations of BERVIN INVESTMENT AND LEASING LIMITED ("the Company") and theaccounts for the Financial Year ended 31st March 2018.

1. FINANCIAL SUMMARY OR HIGHLIGHTS/PERFORMANCE OF THE COMPANY

The Financial performance of your Company for the year ended 31st March 2018 issummarized below:

(Amount in Rs.

Particulars Year ended March 31 2018 Year ended March 31 2017 Year ended March 31 2018 Year ended March 31 2017
Consolidated Consolidated Standalone Standalone
Total Revenue 33602460 15881100 - -
Other Income 6673625 465281 6512177 416050
Total Expenses 39508510 14521379 6815054 704093
Total Income before Interest Tax& Depreciation 767575 1825002 (-) 302877 (-) 288043
Profit/(Loss) before Tax (PBT) 767097 1824706 (-) 303355 (-) 288339
Profit/(Loss) after Tax (PAT) 700997 1824706 (-) 369455 (-) 288339

2. STATE OF THE COMPANY'S AFFAIRS

The revenue of the Company (other income) for the year was Rs. 6512177/- as comparedto Rs. 416050/- in the previous year. The Company has registered loss after tax of Rs.369455/- as compared to loss of Rs. 288339/- in the previous year.

3. SHARE CAPITAL

The paid up equity share capital as at March 31 2018 stood at Rs. 58981000/-(Rupees Five Crore Eighty Nine Lakh and Eighty One Thousand Only/-). During the year underreview the Company has not issued any fresh share capital:-

(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) EMPLOYEE STOCK OPTION PLAN

The Company has not provided any stock scheme to the employee as there is no employeein the Company.

4. EXTRACT OF THE ANNUAL RETURN:

Extract of the annual return in Form No. MGT-9 pursuant to the provisions of section 92read with Rule 12 of the Companies (Management and Administration) Rules 2014 isfurnished in Annexure -"I" and attached to the report.

5. DIVIDEND

No Dividend was declared for the Current Financial Year as the Company has incurredloss.

6. RESERVES

During the year under review no amount was transferred to any reserves.

7. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND

The provision of section 125 of the Companies Act 2013 read with its relevant rules donot apply as the Company has not declared any dividend in the past.

8. CHANGE IN THE NATURE OF BUSINESS:

There is no change in nature of business as compared to the last financial year.

9. CHANGE IN THE NAME AND REGISTERED OFFICE OF THE COMPANY:

There is no change in the Name of the Company and Registered Office Address of theCompany.

10. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION:

There are no material changes and commitments affecting the financial position of theCompany which has occurred between the end of the financial year i.e. March 31st 2018 andthe date of the Directors' Report.

11.SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

There are no significant and material orders passed by the regulators or courts ortribunals impacting the going concern status and company's operations in future:

12.CONSOLIDATED ACCOUNTS

The consolidated financial statements of your Company for the Financial Year 2017-18are prepared in compliance with applicable provisions of the Companies Act 2013Accounting Standards and Listing Regulations {as prescribed by the Securities and ExchangeBoard of India (SEBI)}. The consolidated financial statements have been prepared on thebasis of audited financial statements of the Company and its associate company asapproved by their respective Board of Directors.

13.SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANIES:

The Company has only one associate company i.e. Wavin India Limited. Pursuant to theprovision of Section 129(3) of the Companies Act 2013 the performance and financialposition of Subsidiaries Associates and Joint Venture companies are described in FormAOC-1 which is annexed herewith as "Annexure - II". Further the Company does nothave any Joint Venture or Subsidiary Company.

The audited financial statement including the consolidated financial statement of theCompany and all other documents required to be attached thereto is put on the Company'swebsite. The financial statements of Associate Company is put on the Company's website Theconsolidated financial statements standalone financial statements and financialstatements of the associate company are also available for inspection for any Memberduring business hours at the Registered Office of the Company and the associate company.

In terms of Section 136 of the Companies Act 2013 the Financial Statements includingconsolidated financial statements will be circulated to all the members of the Companywith the Notice of Annual General Meeting.

14. EXPLANATION OR COMMENTS ON QUALIFICATIONS RESERVATIONS OR ADVERSE REMARKS OFDISCLAIMERS MADE BY THE STATUTORY AUDITOR(S) AND THE PRACTICING COMPANY SECRETARY IN THEIRREPORT:

• Statutory Auditor

There is no qualification reservation or adverse remarks or disclaimer in theAuditor's Report on the financial of the Company. The observations of the Auditors intheir report are self-explanatory and therefore in the opinion of the Directors do notcall for further comments.

• Secretarial Auditor

The report of the Secretarial Auditor is self-explanatory and therefore in the opinionof the Directors do not call for further comments.

The report in Form MR-3 is attached as Annexure III along-with the letter regarding thesaid audit marked as Annexure IV

15. CORPORATE GOVERNANCE REPORT

Pursuant to Regulation 15 (2) of the SEBI ((Listing Obligations and DisclosureRequirement) Regulations 2015 the paid-up equity share capital of the Company was belowRs. 10 Crores (Rupees Ten Crores Only) and the net worth was below Rs. 25 Crores (RupeesTwenty Five Crores Only) as on the last day of the previous financial year i.e; 31st March2018.

Therefore the compliance with the corporate governance provisions as specified inregulations 17 18 19 20 21 22 23 24 25 26 27 and clauses (b) to (i) ofsub-regulation (2) of regulation 46 and para C D and E of Schedule V do not apply to theCompany.

Hence requirement of annexing corporate governance report along-with the compliancecertificate do not apply to the Company.

16. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Detailed review by the management of the operations performance and future outlook ofthe Company and its business pursuant to Regulation 34(3)(e) of the SEBI (ListingObligations and Disclosure Requirement) Regulations 2015 is provided under the ManagementDiscussion and Analysis which forms part of this report as Annexure V.

17. DEPOSITS

The company has neither accepted nor renewed any deposits during the financial yearunder review.

18. DISCLOSURE OF COMPOSITION

Currently the board has two committees namely:-

1. Audit Committee.

2. Nomination and Remuneration Committee.

The Audit Committee consists of Mr. S. K. Murgai Mr. I. S. Tripathi and Mrs. KalpanaUmakanth.

Further the Nomination & Remuneration Committee consists of Mr. S. K. Murgai Mrs.Kalpana Umakanth and Mr. Indu Shekhar Tripathi.

19. VIGIL MECHANISM

The Company has established a Vigil Mechanism and the Audit Committee to oversee theVigil Mechanism. The Chairman of the Audit Committee has been authorised to hear thegrievances of the employees if any and directors and take steps to resolve the issuesamicably/award appropriate punishment to the offender and report the same to the Audit andcompliance committee.

20. NOMINATION AND REMUNERATION POLICY

The Company has constituted Nomination & Remuneration Committee consisting of Mr.S. K. Murgai Mrs. Kalpana Umakanth and Mr. Indu Shekhar Tripathi.

A copy of "Nomination & Remuneration Policy" is open for inspection bythe members during business hours on any working day at the registered office of theCompany.

21. WHISTLE BLOWER POLICY

With the objective of pursuing the business in a fair and transparent manner byadopting the highest standards of professionalism honesty integrity and ethical behaviorand to encourage and protect the employees if any who wish to raise and report theirgenuine concerns about any unethical behavior actual or suspected fraud or violation ofcompany's Code of Conduct the Company has adopted a Whistle Blower Policy. The Companyhas adopted a framework whereby the identity of the complainant is not disclosed.

22. RATIFICATION OF APPOINTMENT OF STATUTORY AUDITOR:

M/s G.K. Nigam & Associates Chartered Accountants (FRN 04972N) were appointed asthe Statutory Auditors of the Company from the conclusion of 27th Annual General Meeting("AGM") held for the Financial Year 2016-2017 till the conclusion of 32nd AGMi.e. for a period of 5 years subject to the ratification of such appointment in everyAGM. Therefore the appointment of M/s G.K. Nigam & Associates Chartered Accountants(FRN 04972N) is proposed to be ratified by the members as Statutory Auditors of theCompany from the conclusion of 28th Annual General Meeting (AGM) till the conclusion of29th Annual General Meeting of the Company.

Accordingly a resolution for the ratification of appointment of M/s G.K. Nigam &Associates as Statutory Auditors of the Company has been included in the Notice offorthcoming 28th Annual General Meeting of the Company.

23. COMPANY'S POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION INCLUDING CRITERIA FORDETERMINING QUALIFICATIONS POSITIVE ATTRIBUTES INDEPENDENCE OF A DIRECTOR AND OTHERMATTERS PROVIDED UNDER SUB-SECTION (3) OF SECTION 178

Your Company has duly framed the Nomination and Remuneration Policy as mentionedabove for the said purpose and a copy of which is open for inspection by the membersduring business hours on any working day at the registered office of the Company.

24. CONSERVATION OF ENERGY RESEARCH AND DEVELOPMENT TECHNOLOGY ABSORPTION FOREIGNEXCHANGE EARNINGS AND OUTGO:

Since the Company has no manufacturing activity directors are not required to reporton "Conservation of Energy" "Research and Development" and"Technology Absorption".

Further there was no Foreign Exchange earnings and outgo during the year under review.

25. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

During the period under review Mrs. Kalpana Umakanth (DIN:- 00105594) Directorretires by rotation at the forthcoming Annual General Meeting ("AGM") and beingeligible offers herself for reappointment.

26. NUMBER OF MEETINGS OF THE BOARD ITS COMMITTEES & DETAILS OF ATTENDANCE

Your Company has an optimum mix of directorship which is essential to effectuate themain functions of the Board.

The names and categories of Directors on the Board during the Financial Year 2017-18their attendance at Board Meetings held during the Financial Year 2017-18 and at the lastAnnual General Meeting and the number of Directorship and Committees'Chairmanship/Membership held by them as on 31st March 2018 are given hereunder:

Name of Director Category

Attendance Particulars

No. of other

No. of other Committee**

Directorship*

Membership

Board Meetings

Last AGM held on 28.09.2017 Member (including Chairmanship) Chairmanship/ Chairperson
Held

Attended

Mr. S.K. Murgai (DIN:00040348) NED*** 8 8 Yes 12 - -
Mr. I.S. Tripathi (DIN:00654167) Independent N.E.D 8 8 Yes 5****
Mrs. Kalpana Umakanth (DIN: 00105594) E.D 8 8 Yes 9

*Excluding LLP's and Foreign Companies.

**Includes only Audit Committee and Stakeholders Relationship Committee. ***N.E.D- Non-Executive Director

**** Includes one company which is under process of striking off.

***** E D- Executive Director

DATE OF BOARD MEETINGS

S. No. Date of Meeting
1 28 April 2017
2 12 June 2017
3 10 July 2017
4 27 July 2017
5 10 October 2017
6 27 October 2017
7 10 January 2018
8 30 January 2018

Attendance of Directors of the Company at the Committee Meetings held during theFinancial Year 2017-18 are given below:-

Name of Director Category

Attendance Particulars

Audit Committee Meetings

Nomination & Remuneration Committee Meetings

Held Attended Held Attended
Mr. S.K. Murgai (DIN:00040348) NED 5 5 1 1
Mr. I.S. Tripathi (DIN:00654167) Independent N.E.D 5 5 1 1
Mrs. Kalpana Umakanth (DIN:00105594) E.D 5 5 1 1

DATE OF COMMITTEE MEETINGS

S.No. Date of Audit Committee Meeting Date of Nomination & Remuneration Committee Meeting
1 28.04.2017 27.04.2017
2 12.06.2017 -
3 27.07.2017 -
4 27.10.2017 -
5 30.01.2018 -

27. PARTICULARS OF EMPLOYEES

The information pursuant to Section 197 read with Rule 5(1) of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 of the employees isannexed as Annexure - VI however the Company has no employee during the year underreview. Further pursuant to Rule 5(2) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 the relevant statement is annexed as Annexure -VII.

28. STATUTORY AUDITOR'S REPORT:

The detailed report is annexed as Annexure VIII.

29. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS:

Loans guarantees and investments covered under Section 186 of the Companies Act 2013form part of the notes to the financial statements provided in this Annual Report.

30. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

The Company has not entered into any contracts/arrangements with the Related Partiesfor the year under review. Thus the provisions of Section 188 of the Companies Act 2013are not attracted. Hence disclosure in Form AOC-2 is not required. Further there are nomaterial related party transactions during the year under review with the PromotersDirectors or Key Managerial Personnel.

31. RISK MANAGEMENT POLICY INTERNAL FINANCIAL CONTROL SYSTEM AND ITS ADEQUACY:

The Board of Directors is overall responsible for identifying evaluating and managingall significant risks faced by the Company. The Company is continuously reviewing theinternal financial controls systems and risk management process to further strengthen thesame.

INTERNAL FINANCIAL CONTROL SYSTEM AND ITS ADEQUACY

The Company has an internal control system commensurate with the size of itsoperations. Adequate records and documents were maintained as required by laws. TheCompany's audit Committee reviewed the internal control system. All efforts are being madeto make the internal control systems more effective.

32. BOARD EVALUATION OF ITS OWN PERFORMANCE ITS COMMITTEES AND INDIVIDUAL DIRECTORS

The evaluation framework for assessing the performance of Directors comprises of thefollowing key areas:

i. Attendance of Board Meetings and Board Committee Meetings

ii. Quality of contribution to Board deliberations

iii. Strategic perspectives or inputs regarding future growth of Company and itsperformance

iv. Providing perspectives and feedback going beyond information provided by themanagement

v. Commitment to shareholder and other stakeholder interests

The evaluation involves Self-Evaluation by the Board Member and subsequently assessmentby the Board of Directors. A member of the Board will not participate in the discussion ofhis/her evaluation.

33. DECLARATION OF INDEPENDENT DIRECTORS:

A declaration by Independent Directors that they met the criteria of independence asprovided in sub section (6) of section 149 of the companies Act 2013 and SEBI (ListingObligations & Disclosure Requirements) Regulations 2015 have been provided bydirectors.

34. DETAILS OF POLICY DEVELOPED AND IMPLEMENTED BY COMPANY ON ITS CORPORATE SOCIALRESPONSIBILITY INITIATIVES:

Your Company is not required to develop and implement any Corporate SocialResponsibility initiatives as the said provisions are not applicable on the Company.

35. DIRECTORS' RESPONSIBILITY STATEMENT:

Pursuant to Section 134 (5) of the Companies Act 2013 the Directors confirm that:

a. in the preparation of the annual accounts the applicable accounting standards hadbeen followed along with proper explanation relating to material departures;

b. the directors had selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the company as at March 31st 2018 and of the profitand loss of the company for that period;

c. the directors had taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of this Act for safeguarding theassets of the company and for preventing and detecting fraud and other irregularities;

d. the directors had prepared the annual accounts on a going concern basis; and

e. the directors had laid down financial controls to be followed by the company andthat such internal financial controls are adequate and were operating effectively and

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.

36. DISCLOSURE ABOUT COST AUDIT

As per the Section 148 of the Companies Act 2013 read with Companies (Cost Audit andAuditors) Rules 2014 (including any modification or re-enactment thereof) Cost Audit isnot applicable to the Company.

37. LISTING WITH STOCK EXCHANGE(S)

The shares of the company are listed at Bombay Stock Exchange Ltd. Phiroze JeejeebhoyTowers Dalal Street Mumbai-400001.

The Annual Listing fee has being paid.

38.OBLIGATION OF COMPANY UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTIONPROHIBITION AND REDRESSAL) ACT 2013

In order to prevent sexual harassment of women at work place a separate legislation"The Sexual Harassment of Women at Workplace (Prevention Prohibition and Redressal)Act 2013" has been notified on 9th December 2013. Under the said act every companyis required to set up an Internal Complaints Committee to look into complaints relating tosexual harassment at work place of woman employee if any.

Company has not adopted a policy for prevention of Sexual Harassment of Women atworkplace and has not set up Committee for implementation of said policy as it is notapplicable on the Company.

39. REPORTING OF FRAUDS

There are no frauds on or by the Company which were required to be reported by theStatutory Auditors of the Company to the Central Government.

40. COMPLIANCE OF SECRETARIAL STANDARDS

The Company has complied with Secretarial Standard issued by the Institute of CompanySecretaries of India on meetings of the Board of Directors and General Meetings.

41. ACKNOWLEDGEMENTS:

Your Directors wish to place on record their sincere thanks to all for their continuedsupport extended your companies activities during the year under review. Your Directorsalso acknowledge gratefully the shareholders for their support and confidence reposed onyou company.

FOR ON BEHALF OF BOARD OF DIRECTORS BERVIN INVESTMENT AND LEASING LIMITED

I. S. Tripathi S. K. Murgai
PLACE: NEW DELHI Director Director
DATE: APRIL 28 2018 (DIN:00654167) (DIN: 00040348)