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BFL Asset Finvest Ltd.

BSE: 539662 Sector: Financials
NSE: N.A. ISIN Code: INE948Q01018
BSE 00:00 | 24 Jan BFL Asset Finvest Ltd
NSE 05:30 | 01 Jan BFL Asset Finvest Ltd
OPEN 77.25
PREVIOUS CLOSE 77.25
VOLUME 1
52-Week high 91.10
52-Week low 75.05
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Mkt Cap.(Rs cr) 79
Buy Price 0.00
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Sell Price 0.00
Sell Qty 0.00
OPEN 77.25
CLOSE 77.25
VOLUME 1
52-Week high 91.10
52-Week low 75.05
P/E
Mkt Cap.(Rs cr) 79
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

BFL Asset Finvest Ltd. (BFLASSET) - Director Report

Company director report

Dear Member

BFL Asset Finvest Limited (Formerly known as BFL Developers Limited)

Your directors are pleased to present the 23rd Annual Report of your Company togetherwith the audited annual Financial Statements for the Financial Year 2017-18.

1. COMPANY'S PERFORMANCE

The Company's financial highlights for the financial year ended on 31st March 2018 aresummarized below:

(Amount in Rs.)
Particulars F.Y. 2017- 18 F.Y. 2016- 17
Total Revenue 5743754/- 16944140/-
Less: Total Expenditure 4863950/- 3729038/-
Profit / (Loss) before Taxation 879804/- 13215102/-
Tax expenses 550462/- 4493599 /-
Profit / (Loss) after Tax 329342/- 8721502/-

2. PERFORMANCE REVIEW AND STATE OF COMPANY'S AFFAIRS

The net receipts from operations during the year under review were Rs. 5743754/- asagainst Rs. 16944140/-in the previous year. The profit after tax is Rs. 329342/-asagainst Rs. 87 21502-/ in the previous year.

3. DIVIDEND

Your Directors feel that it is prudent to plough back the profits for future growth ofthe Company and do not recommend any dividend for the financial year ended on 31st March2018.

4. EXTRACT OF ANNUAL RETURN

Pursuant to section 134 (3) (a) and section 92 (3) of the Companies Act 2013(hereinafter referred as "Act") read with Rule 12 of the Companies (Managementand administration) Rules 2014 as amended an extract of Annual Return in form MGT-9 ason March 31 2018 has been prepared and enclosed as Annexure –I which forms part ofthis report.

5. NUMBER OF MEETINGS OF BOARD OF DIRECTORS

Regular meetings of the Board are held to discuss and decide on various businesspolicies strategies and other matters.

The Meetings of the Board are held at the Registered Office of the Company at 1 TaraNagar Ajmer Road Jaipur – 302006 (Rajasthan). During the year under review 7(Seven) Board Meetings were held on May 03 2017; May 30 2017; July 04 2017; August 042018; November 10 2017 February 06 2018 and March 09 2018. The frequency of themeetings of the Board is in compliance with the extant rules and regulations as applicableon the Company.

The details of board and committee meetings held during the financial ended 31st March2018 and their attendance thereto are set out in the Corporate Governance Report enclosedas Annexure VI which form a part of this report.

6. DECLARATION OF INDEPENDENCE BY DIRECTORS

The Independent Directors of the Company have affirmed that they continue to meet allthe requirements specified under section 149 of the Act and SEBI (Listing obligations andDisclosure Requirements) Regulations 2015 in respect of their position as an"Independent Director" of BFL Asset Finvest Limited (Formerly known as BFLDevelopers Limited).

7. DIRECTOR'S APPOINTMENT CRITERIA AND REMUNERATION POLICY ETC.

The Nomination & Remuneration Committee has formulated criteria for determiningqualifications positive attributes and independence of a directors as well as Nominationand Remuneration Policy for the Company as mandated under Section 178 (3)/(4) of the Actand Regulation 19 read with Part D of Schedule II of the SEBI (Listing Obligations andDisclosure requirements) Regulations 2015.

The above referred Policy is available on the website of the Company and can beaccessed athttp://www.bflfin.com/wp-content/uploads/2018/02/Nomination-and-Remuneration-Policy_Website.pdf

8. AUDITORS & AUDITOR'S REPORT

1. Statutory Auditors & Audit Report

M/s. Khilnani & Associates Chartered Accountants (Firm Registration No. 005776C)Jaipur were appointed as Statutory Auditors to hold office till the conclusion of the25thAnnual General Meeting of Company.

As per the provisions of Section 40 of the Companies (Amendment) Act 2017 notifiedwith effect from 7th May 2018 there is no requirement for ratification of appointment ofstatutory auditors at every AGM and therefore the board has not proposed the ratificationof appointment of the said auditor at the ensuing AGM.

The Financial Statements and the Auditor's Report for the financial year ended on 31stMarch 2018 are free from any qualification; further the notes on accounts areself-explanatory.

2. Secretarial Auditor & Secretarial Audit Report

As per Section 204 of Companies Act 2013 read with Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 every Listed Company is required toappoint a Secretarial Auditor to carry out Secretarial Audit of the Company.

In consonance with the requirements of aforementioned M/s V. M. & AssociatesCompany Secretaries in Practice Jaipur (Firm Registration No. P1984RJ039200) wereappointed as secretarial auditor to conduct the secretarial audit of the Company for thefinancial year 2017-18.

Secretarial Audit Report issued by M/s V. M. & Associates Company Secretaries inPractice in respect of the secretarial audit of the Company in Form MR-3 for thefinancial year ended on 31st March 2018 is given in Annexure II to this Report.

The Secretarial Audit report for the financial year ended 31st March 2018 is free fromany qualification reservation or adverse remark.

Further The Board in its meeting held on 15th may 2018 has re-appointed M/s V. M.& Associates Company Secretaries in Practice Jaipur as Secretarial Auditor of theCompany to carry out secretarial audit of the Company for the financial year 2018-19.

3. Internal Auditor

Pursuant to Section 138 of Companies Act 2013 read with Companies (Audit and Auditors)Rules 2014 every Listed Company is required to appoint an Internal Auditor or a firm ofInternal Auditors to carry out Internal Audit of the Company.

In consonance with the aforementioned M/s Shiv Shankar Khandelwal & Co. CharteredAccountants Jaipur (Firm Registration No. 006852C) was appointed to conduct the InternalAudit of the Company for the financial year 2017-18.

The Internal Audit Report is received yearly by the Company and the same is reviewedand taken on record by the Audit Committee and Board of Directors. The yearly Internalaudit report received for the financial year 2017-18 is free from any qualification.

The Board in its meeting held on 15th May 2018 has re-appointed M/s Shiv ShankarKhandelwal & Co. Chartered Accountants Jaipur (Firm Registration No. 006852C) as theInternal Auditor of the Company for the financial year 2018-19.

9. LOANS GUARANTEES AND INVESTMENTS IN SECURITIES BY THE COMPANY

Pursuant to Section 186(11) of the Companies Act 2013 loans made guarantees given orsecurities provided or acquisition of securities by a Non Banking Financial Company(NBFC)registered with Reserve Bank of India in the ordinary course of its business are exemptedfrom the applicability of Provisions of Section 186 of the Act. As such the particularsof loans and guarantee have not been disclosed in this Report. However the same arementioned in the audited financial statement for the financial year ended on March 312018.

10. RELATED PARTY TRANSACTIONS

All the related party transactions that were entered during the financial year are doneon arm's length basis. Relevant Form for disclosure of particulars ofcontracts/arrangements/Transactions entered into by the company with related partiesreferred to in sub-section (1) of section 188 of the Companies Act 2013 is given inAnnexure III to this Report. The Company's Policy on Materiality of Related PartyTransactions is put up on the company's website and can be accessed athttp://www.bflfin.com/wp-content/uploads/2018/02/POLICY-ON-MATERIALITY-OF-RELATED-PARTY-TRANSACTION.pdf

11. TRANSFER TO RESERVES:

Your Company has transferred to Special Reserve 20% of the profit in compliance withthe provisioning norms of the Reserve Bank of India (RBI). Also a provision of 0.25% onthe standard assets of the Company was done during the year.

12. SPECIAL BUSINESS POSTAL BALLOT MAJOR CORPORATE ACTIONS

• The Company obtained the consent of the shareholders by passing Special/ordinaryResolution through Postal Ballot dated May 3 2017 result of which was declared on June23 2017 for the following matters:-

• For change in name of the company from "BFL Developers Limited" to"BFL Asset Finvest Limited" and consequent amendment to name clause ofMemorandum of Association and Articles of Association of the company.

• To increase the Authorized Share Capital from Rs. 55000000/- toRs.120000000/- and consequent alteration of Capital Clause of Memorandum ofAssociation.

• To issue 5100000 equity shares on Preferential basis to Promoter and NonPromoter Group

• During the year the Company obtained the consent of ROC and Stock Exchange withrespect to name change of the Company from BFL Developers Limited to BFL Asset FinvestLimited.

• The Board of Directors at its meeting held on July 04 2017 alloted 5100000equity shares on Preferential basis to Promoter Group consequent to which the paid upshare capital of the company increased from Rs. 51035000/- to Rs 102035000/-.Listing approval for such was received on July 21 2017 and trading approval on September18 2017.

13. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THECOMPANY/CHANGE IN THE NATURE OF BUSINESS

There have been no material changes and commitments affecting the financial positionof the Company which occurred during between the end of the financial year to which thefinancial statements relate and the date of this report.

14. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGO

1. Particulars with respect of conservation of energy technology absorption foreignexchange earnings and outgo:

The information required under Section 134(3) (m) of the Companies Act 2013 read withthe Companies (Accounts) Rules 2014 relating to the conservation of energy and technologyabsorption foreign exchange earnings and outgo are given below:

(a) Conservation of energy:

I the steps taken or impact on conservation of energy 1. The company is dealing in Securities commodities futures financial and capital markets which require normal consumption of electricity. However the company is making necessary efforts to reduce the consumption of energy.
2. The office of the Company has been using LED bulbs that consume less electricity as compared to CFL and incandescent bulbs. The Company has increased the usage of low electricity consuming monitors in place of conventional monitors. The Company has started buying the new energy efficient computers that automatically goes into low power ‘sleep' mode or off- mode when not in use. As a part of Green Initiative a lot of paper work at Registered Office has been reduced by increased usage of technology.
II the steps taken by the company for utilizing alternate sources of energy NIL
III the capital investment on energy conservation equipment NIL

(b) Technology absorption

I the efforts made towards technology absorption Your Company being a Non-Banking Finance Company its activities do not require adoption of any specific technology. However your Company has been in the forefront in implementing latest information technologies & tools towards enhancing our customer convenience and continues to adopt and use the latest technologies to improve the productivity and quality of its services. The Company's operations do not require significant import of technology.
II The benefits derived like product improvement cost reduction product development or import substitution N.A.
III Technology Imported during the last three years
(a) The details of technology imported N.A.
(b) The year of import N.A.
(c) Whether the technology been fully absorbed N.A.
(d) If not fully absorbed areas where absorption has not taken place and he reasons thereof N.A.
IV The expenditure incurred on Research and Development Company has not incurred any expenditure on research and development during the year under review.

(c) Foreign exchange earnings and Outgo

Foreign exchange earnings and outgo is reported to be NIL during the financial yearunder review.

15. RISK MANAGEMENT

The Company has developed and implemented a risk management policy which encompassespractices relating to identification assessment monitoring and mitigation of variousrisks to key business objectives. The Risk management framework of the Company seeks tominimize adverse impact of risks on our key business objectives and enables the Company toleverage market opportunities effectively.

The various key risks to key business objectives are as follows:

Liquidity Risk: It is the risk that the Company will be unable to meet its financialcommitment to a Bank/ Financial Institution in any location any currency at any point intime. Liquidity risk can manifest in three different dimensions for the Company.

Funding Risk: To replace net outflows due to unanticipated outflows.

Time Risk: To compensate for non receipt of expected inflows of funds.

Call Risk: Due to crystallization of contingent liabilities or inability to undertakeprofitable business opportunities when desirable.

Interest Rate Risk: It is the risk where changes in market interest rates mightadversely affect the Company's financial condition. The short term/immediate impact ofchanges in interest rates are on the Company's Net Interest Income (NII). On a longerterm changes in interest rates impact the cash flows on the assets liabilities andoff-balance sheet items giving rise to a risk to the net worth of the Company arising outof all re-pricing mismatches and other interest rate sensitive positions.

16. CORPORATE SOCIAL RESPONSIBILITY

Company's net worth is below than Rs. 500 crore Turnover is less than Rs.1000 Croreand Net profit (Before Tax) is less than Rs. 5 Crore hence provisions of section 135 ofthe Companies Act 2013 read with the Companies (Corporate Social Responsibility Policy)rules 2014 are not applicable on the Company.

17. FORMAL ANNUAL EVALUATION

The evaluation/assessment of the Directors KMPs and the senior officials of theCompany is conducted on an annual basis to satisfy the requirements of the Companies Act2013 and SEBI (Listing obligations and Disclosure requirements) Regulations 2015.

The following criteria assist in determining how effective the performances of theDirectors/KMPs/Senior officials have been:

• Leadership & stewardship abilities;

• Contributing to clearly define corporate objectives & plans;

• Communication of expectations & concerns clearly with subordinates;

• obtain adequate relevant & timely information from external sources;

• review & approval achievement of strategic and operational plansobjectives budgets;

• regular monitoring of corporate results against projections ;

• identify monitor & mitigate significant corporate risks ;

• assess policies structures & procedures ;

• direct monitor & evaluate KMPs senior officials ;

• review management's succession plan ;

• effective meetings ;

• assuring appropriate board size composition independence structure ;

• clearly defining roles & monitoring activities of committees;

• review of corporation's ethical conduct.

Evaluation on the aforesaid parameters was conducted by the Independent Directors foreach of the Executive/Non-Independent Directors in a separate meeting of the IndependentDirectors.

The Board evaluated/assessed each of the Directors along with its own performance andthat of the committees on the aforesaid parameters and in the manner as laid down below.

I. Of the Board as a whole: The performance of the Board was evaluated from thereviews/feedback of the directors themselves. The broad parameters for reviewing theperformance of the Board inter alia contained the following:

I. Development of suitable strategies and business plans at appropriate time and itseffectiveness;

II. Implementation of robust policies and procedures;

III. Size structure and expertise of the Board;

IV. Oversight of the Financial Reporting Process including Internal Controls;

V. Willingness to spend time and effort to learn about the Company and its business;and

VI. Awareness about the latest developments in the areas such as corporate governanceframework financial reporting industry and market conditions.

II. Of Individual Director(s):

I. Evaluation of Managing Director / Whole time Director /Executive Director: Theperformance evaluation of Managing Director Executive Director of the Company was done byall the directors including Independent Directors.

III. Evaluation of Independent Directors

• The Schedule IV of the Companies Act 2013 i.e. "Code for IndependentDirectors" provides for the evaluation of Independent Directors.

• Under the view of this provision the performance evaluation of ID's was done bythe entire Board of Directors excluding the director being evaluated on the basis of thefollowing criteria and including the parameters of evaluation of individual directors:

• Exercise of objective independent judgment in the best interest of Company;

• Ability to contribute to and monitor corporate governance practice; and

• Adherence to the Code of Conduct for Independent Directors.

IV. Evaluation of the Committees

The performance of the Committees of the Board was evaluated by the Directors on thebasis of the terms of reference of the Committee being evaluated. The broadparameters/criteria for reviewing the performance of all the Committees inter alia were:

1. Discharge of the functions and duties as per the terms of reference;

2. Process and procedures followed for discharging the functions;

3. Effectiveness of suggestions and recommendations received;

4. Size structure and expertise of the Committee; and

5. Conduct of the meetings and procedures followed in this regard.

Other Statutory Disclosure as required under Rule 8(5) of the Companies (Accounts)Rules 2014

I. Financial Summary/highlights are already mentioned in the beginning of the report.

II. CHANGE IN NATURE OF BUSINESS

There is no change in the nature of Business of the Company

III. DIRECTORS/KEY MANAGERIAL PERSONNEL APPOINTMENT/REAPPOINTMENT/CESSATION

• During the year the Company obtained the consent of the shareholders by passingSpecial/ordinary Resolution in the 22nd Annual General Meeting Dated September 11 2017for the following matters:-

o Appointment of Mr. Amit Kumar Parashar as an Independent Director to hold office fora term of five years with effect from August 04 2017 to August 03 2022.

o Re-appointment of Mr. Mahendra Kumar Baid as Managing Director for a period 3 yearswith effect from July 28 2017 to July 27 2020.

• In accordance with the provision of Section 152 of the Act 2013 read with therules made there under and the Article of Association of the Company Mr. Mahendra KumarBaid Managing Director retiring by rotation at the ensuing Annual General Meeting andbeing eligible has offered himself for re-appointment.

As required by Regulation 36(3) of the Securities and Exchange Board of India (ListingObligations and Disclosure Requirements) Regulations 2015 and relevant provisions ofsecretarial standard of General Meeting a brief profile and other details of Mr. MahendraKumar Baid is forming part of the notice.

• During the year Ms. Neetu Jogani resigned from the post of Company Secretarywith effect from May 30 2017.

• The Board of Directors at its meeting held on May 30 2017 appointed Ms. SurbhiRawat as Company Secretary and Compliance officer of the Company w.e.f June 10 2017.

• Mr. Mahendra Kumar Dugar resigned from the post of Independent Director witheffect from August 04 2017

• The Board of Directors at its meeting held on August 04 2017 appointed Mr. AmitKumar Parashar as Additional Director in the capacity of Independent Director of theCompany.

• Mr. Aditya Baid resigned from the post of Chief Financial officer with effectfrom January 02 2018.

• The Board of Directors at its meeting held on February 06 2018 appointed Mr.Nishant Jain as Chief Financial officer of the Company.

• Mr. Nishant Jain resigned from the post of Chief Financial officer with effectfrom February 26 2018.

• The Board of Directors at its meeting held on March 09 2018 appointed Mr. RaviBohra as Chief Financial officer of the Company.

IV. ASSOCIATE COMPANIES JOINT VENTURE AND SUBSIDIARY COMPANIES

During the year under review there was no associate Joint Venture and subsidiaryCompany.

V. DETAILS RELATING TO DEPOSITS

The Company has not accepted any deposit within the meaning of the Companies(Acceptance of Deposit) Rules 2014 or Chapter V of the Companies Act 2013 and guidelinesand directions of Non-Banking Financial Companies (Acceptance of Public Deposits )(ReserveBank) Directions 2016 as prescribed by Reserve Bank of India in this regard and as suchno details are required to be furnished.

VI. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS

There were no significant and material orders passed by the Regulators or Courts orTribunals during the year impacting the going concern status and the operations of theCompany in future.

VII. INTERNAL FINANCIAL CONTROL SYSTEMS

The Company has put in place an adequate system of internal control commensurate withits size and nature of business. These systems provide a reasonable assurance in respectof providing financial and operational information complying with applicable statutessafeguarding of assets of the Company and ensuring compliance with corporate policies. TheAudit Committee reviews adherence to internal control systems and internal audit reports.

Other Disclosures required under the provisions of the Companies Act 2013 and the SEBI(Listing obligations and Disclosure requirements) Regulations 2015 as may be applicable

1. COMMITTEE OF DIRECTORS

The Board has constituted three Committees viz. Audit Committee Nomination andRemuneration Committee Stakeholder's Relationship Committee. Other details are laid downin the Corporate Governance segment of this Annual Report.

2. PARTICULARS OF REMUNERATION OF DIRECTORS KMP's AND EMPLOYEES

3 None of the employee of the company was in receipt of the remuneration exceeding thelimits prescribed u/s 197 (12) read with rule 5 sub-rule 2 of The Companies (Appointmentand Remuneration of Managerial Personnel) Rules 2014 of the Companies Act 2013 duringthe year under review. Following is the list of the employees of the Company: (Amount inRs.)

S.N O. Informa tion required as per Rule 5(2) 1 2 3 4 5 6 7 8
1. Name Mr. Mahend ra Kumar Baid Ms. Neetu Jogani Ms. Surb hi Rawa t Ms. Manika Mathur Mr. Ravi Bohra Mr. Sur end ra Yad av Mr. Sharv an Kuma r Yadav Mr. Arvin d Kuma r
2. Designati on of the Emlpoyee Managin g Director Compa ny Secret ary till May 30 2017 Comp any Secre tary w.e.f June 10 2017 Executi ve Compli ance Officer Chief Finna cial Office r w.e.f March 09 2018 Offi ce Exe cuti ve Office Execu tive Office Execu tive
3. Remuner ation received for the year 24000 0/- 31788 167 139 11520 2/- 1064 5/- 11 19 49 9905 2 9743 5
4. Nature of employm ent whether contractu al or otherwise contract ual Other Other Other Other Oth er Other Other
5. Qualificat ion and experienc e of the Employee Graduat e More than 25 years of Experie nce Compa ny Secret ary and experi ence of 8 Month s Comp any Secre tary and exper ience of 13 Mont hs Compa ny Secreta ry and experie nce of 13 Months BSC in Mathe matic s Und er Gra dua te Under Gradu ate B.A.
6. Date of commenc ement of employee s August 31 2005 Octobe r 22 2017 June 10 2017 June 05 2017 March 09 2018 Apri l 02 201 5 April 0320 15 April 0220 15
7. Age 51 Years 24 Years 27 Years 26 years 44 years 36 Yea rs 31 Years 22 Years
8. Last employm ent held before joining the Company NIL NIL NIL NIL NIL NIL NIL NIL
9. The percenta ge of equity shares held by the employee along with the spouse and depende nt children in the Company within the meaning of clause (iii) of sub -rule (2) 7.92% NIL NIL NIL NIL NIL NIL NIL
10 Name of Director or manager of whom such employee is a relative. Mrs. Sobhag Devi Baid NIL NIL NIL NIL NIL NIL NIL

3 The ratio of the remuneration of each director to the median employee's remunerationand other details in terms of sub-section 12 of Section 197 of the Companies Act 2013read with Rule 5(1) of The Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 are forming part of this report as Annexure IV.

3. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTIONPROHIBITION AND REDRESSAL) ACT 2013

Your Company has always believed in providing a safe and harassment free workplace forevery individual working in its premises through various interventions and practices. TheCompany always endeavors to create and provide an environment that is free fromdiscrimination and harassment including sexual harassment.

The Company has in place an Anti-Sexual Harassment Policy in line with the requirementsof The Sexual Harassment of Women at the Workplace (Prevention Prohibition &Redressal) Act 2013.

The following is a summary of sexual harassment complaints received and disposed offduring the year 2017-18

O Number of complaints received: NIL

O Number of complaints disposed off: NIL

4. MANAGEMENT DISCUSSION & ANALYSIS REPORT

Management Discussion & Analysis report pursuant to Regulation 34 of SEBI (Listingobligations and Disclosure Requirements) Regulations 2015 is annexed herewith as AnnexureV to this report.

5. CORPORATE GOVERNANCE REPORT

A report on Corporate Governance for the financial year on ended March 31 2018 alongwith Statutory Auditor's Certificate on compliance with the provisions of CorporateGovernance under SEBI (Listing Obligation and Disclosure requirements) Regulations 2015is annexed herewith as Annexure VI to this report.

6. MANAGING DIRECTOR AND CFO CERTIFICATE

The Managing Director and the Chief Financial Officer of the Company give annualcertification on financial reporting and internal controls to the Board in terms ofRegulation 17(8) of the Securities and Exchange Board of India (Listing Obligations andDisclosure Requirements) Regulations 2015. The Managing Director and the Chief FinancialOfficer also give quarterly certification on financial results while placing the financialresults before the Board in terms of Regulation 33(2) of the Securities and Exchange Boardof India (Listing Obligations and Disclosure Requirements) Regulations 2015. The annualcertificate given by Managing Director and the Chief Financial Officer is published inthis Report.

7. DISCLOSURE OF ACCOUNTING TREATMENT

The Financial Statement of the Company for FY 2017-2018 have been prepared with theapplicable accounting principles in India and the mandatory Accounting Standard(‘AS') as prescribed under Section 133 of the Companies Act 2013 read with the rulesmade there under.

8. DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to sub section 3 (c) of Section 134 of the Companies Act 2013 the Board ofDirectors of the Company hereby state and confirm that:

i. in the preparation of the annual accounts for the year ended on March 31 2018 theapplicable accounting standards have been followed and there are no material departuresfrom the same;

ii. the directors have 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 at the end of the Financial Year ended onMarch 31 2018 and of the profit and loss of the company for that period;

iii. the directors have taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of this Act for safeguardingthe assets of the company and for preventing and detecting fraud and other irregularities;

iv. the directors have prepared the annual accounts on a going concern basis;

v. the directors have laid down internal financial controls to be followed by thecompany and that such internal financial controls are adequate and were operatingeffectively; and;

vi. the directors have devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.

9. DISCLOSURE ON SECRETARIAL STANDARDS BY DIRECTORS:

The company complies with all applicable standards. The Directors have devised propersystems to ensure compliance with the provisions of all applicable Secretarial Standardsand that such systems are adequate and operating effectively.

10. ACKNOWLEDGEMENTS

Your Board acknowledges with appreciation the invaluable support provided by theCompany's stakeholders auditors advisors and business partners all its customers fortheir patronage. Your Board records with sincere appreciation the valuable contributionmade by employees at all levels and looks forward to their continued commitment to achievefurther growth and take up more challenges that the Company has set for the future.

DATE: May 15 2018 FOR AND ON BEHALF OF THE BOARD
BFL ASSET FIVEST LIMITED
(Formerly known as BFL Developers Limited)
PLACE: JAIPUR Sd/- Sd/-
SOBHAG DEVI BAID MAHENDRA KUMAR BAID
(Director) (Managing Director)
DIN:00019831 DIN: 00009828