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BFL Asset Finvest Ltd.

BSE: 539662 Sector: Financials
NSE: N.A. ISIN Code: INE948Q01018
BSE 00:00 | 03 May BFL Asset Finvest Ltd
NSE 05:30 | 01 Jan BFL Asset Finvest Ltd
OPEN 84.25
PREVIOUS CLOSE 84.25
VOLUME 25
52-Week high 84.25
52-Week low 0.00
P/E 4212.50
Mkt Cap.(Rs cr) 86
Buy Price 84.25
Buy Qty 12.00
Sell Price 74.00
Sell Qty 209.00
OPEN 84.25
CLOSE 84.25
VOLUME 25
52-Week high 84.25
52-Week low 0.00
P/E 4212.50
Mkt Cap.(Rs cr) 86
Buy Price 84.25
Buy Qty 12.00
Sell Price 74.00
Sell Qty 209.00

BFL Asset Finvest Ltd. (BFLASSETFINVES) - Director Report

Company director report

Dear Member

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

Your directors are pleased to present the 24th Annual Report of your Companytogether with the audited Financial Statements for the Financial Year 2018-19.

I. COMPANY'S PERFORMANCE

The Company's financial highlights for the financial year ended on 31st March 2019 aresummarized below:

(Amount in Rs.)
Particulars F.Y. 2018-19 F.Y. 2017-18
Total Revenue 61794266/- 5743754/-
Less: Total Expenditure 60740905/- 4863950/-
Profit / (Loss) before Taxation 1053360/- 879804/-
Tax expenses 264124/- 550462/-
Profit / (Loss) after Tax 789236/- 329342/-

II. PERFORMANCE REVIEW AND STATE OF COMPANY'S AFFAIRS

The Company's main business is dealing in shares securities futures and options.

The net receipts from operations during the year under review were Rs. 61794266/- asagainst Rs. 5743754/-in the previous year. The profit after tax is Rs.789236/-/-asagainst Rs. 329342-/in the previous year.

The Company has recorded a growth in revenue and profit during the year under review.

III. 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 March2019.

IV. 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 2019 has been prepared and enclosed as Annexure -I which forms part ofthis report.

The above referred extract of Annual Return in form MGT-9 as on March 31 2019 isavailable on the website of the Company and can be accessed athttp://www.bflfin.com/corporate-govrnance/#tab-id-7

V. 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 review4 (Four) BoardMeetings were held on May 15 2018; August 09 2018;November 13 2018 andJ anuary 312019.The intervening gap between the meetings was within the period prescribed under theAct Secretarial Standard-1 and the SEBI (Listing obligations and Disclosure Requirements)Regulations 2015 (hereinafter referred as "Regulations").

The details of board and committee meetings held during the financial year ended 31stMarch 2019 and attendance thereto are set out in the Corporate Governance Report enclosedas Annexure VI which form a part of this report.

VI. DECLARATION BY INDEPENDENT DIRECTORS AND STATEMENT ON COMPLIANCE OF CODE OF CONDUCT

The company has received necessary declaration from each of the Independent Directorsof the Company that they meet the criteria of independence as provided under section149(7) of the Act and Regulation 16 (b) and 25 of SEBI (Listing obligations and DisclosureRequirements) Regulations 2015 (hereinafter referred as "Regulations") inrespect of their position as an "Independent Director" of BFL Asset FinvestLimited(Formerly known as BFL Developers Limited).

In compliance with the regulations and act the company has framed and adopted a codeof conduct and ethics ("the code"). The code is applicable to the members of theboard the executive officers and all the employees of the company.

All the members of the Board and Senior Management Personnel have affirmed complianceto the code for the financial year ended on March 31 2019.

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

The board has formulated policy on directors' appointment and remuneration includingcriteria for determining qualifications positive attributes independence of a directorand other matters as mandated under Section 178 (3)/(4) of the Act and Regulation 19 readwith Part D of Schedule II of the Regulations is available on the website of the Companyand can be accessed at http://www.bflfin.com/wp-content/uploads/2018/02/Nomination-and-Remuneration-Policy Website.pdfand also in the Corporate Governance Report. There has beenno change in the policy since the last fiscal year. We affirm that the remuneration paidto the directors is as per the terms laid out in the Nomination and Remuneration policy ofthe Company.

The salient aspects covered in the Nomination and Remuneration Policy have beenoutlined below:

(a) To review the structure size and composition (including the skills knowledge andexperience) of the Board at least annually and making recommendations on any proposedchanges to the Board to complement the Company's corporate strategy with the objective todiversify the Board;

(b) To identify individuals suitably qualified to be appointed as the KMPs or in thesenior management of the Company;

(c) To recommend to the Board on the selection of individuals nominated forDirectorship;

(d) To make recommendations to the Board on the remuneration payable to the Directors /KMPs /Senior Officials so appointed /reappointed;

(e) To assess the independence of independent directors;

(f) such other key issues/matters as may be referred by the Board or as may benecessary in view of the regulations and provision of the Act and Rules thereunder.

(g) To make recommendations to the Board concerning any matters relating to thecontinuation in office of any Director at any time including the suspension or terminationof service of an Executive Director as an employee of the Company subject to the provisionof the law and their service contract;

(h) To ensure that level and composition of remuneration is reasonable and sufficientrelationship of remuneration to performance is clear and meets appropriate performancebenchmarks;

(i) To devise a policy on Board diversity;

(j) To develop a succession plan for the Board and to regularly review the plan;

(h) Performance Evaluation of every Director Key Managerial Personnel and SeniorManagement Personnel

VIII. 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 the 25thAnnualGeneral Meeting of Company.

As required under the provisions of Section 139 of the Companies Act 2013 the Companyhas received a written certificate from M/s. Khilnani & Associates CharteredAccountants (Firm Registration No. 005776C) to the effect that they confirm with thelimits specified in the said Section and that they are not disqualified for appointmentwithin the meaning of Section 141 of the said Act.

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 2019 are free from any qualification reservation or adverse remarks; further thenotes on accounts are self-explanatory. The Auditors' Report is enclosed with thefinancial statements in this annual report.

2. Secretarial Auditor & Secretarial Audit Report

As per Section 204 of the Act read with Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 every Listed Company is required to appoint aSecretarial 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 auditors to conduct the secretarial audit of the Company for thefinancial year 2018-19.

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 2019 is given in Annexure II to this Report.

The Secretarial Audit report for the financial year ended 31st March 2019 is free fromany qualification reservation or adverse remark.

Further the Board in its meeting held on May 28 2019 has re-appointed M/s V. M. &Associates Company Secretaries in Practice Jaipur as Secretarial Auditor of the Companyto carry out secretarial audit of the Company for the financial year 2019-2020.

3. Internal Auditor

Pursuant to Section 138 of the Actr ead with Companies (Audit and Auditors) Rules2014 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 2018-19.

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 Board in its meeting held on May 28 2019 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 2019-20.

IX. LOANS GUARANTEES AND INVESTMENTS IN SECURITIES BY THE COMPANY

Pursuant to Section 186(11) of the Act loans made guarantees given or securitiesprovided or acquisition of securities by a Non Banking Financial Company(NBFC) registeredwith Reserve Bank of India in the ordinary course of its business are exempted from theapplicability of Provisions of Section 186 of the Act. As such the particulars of loansand guarantee have not been disclosed in this Report. However the same are mentioned inthe Note No.6 of audited financial statement for the financial year ended on March 312019.

X. 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 Actis given in Annexure III tothis Report. The Company's Policy on Materiality of Related Party Transactions is put upon the company's website and can be accessedathttp://www.bflfin.com/wp-content/uploads/2018/02/POLICY-ON-MATERIALITY-OF-RELATED-PARTY-TRANSACTION.pdf

XI. TRANSFER TO RESERVES:

Reserve and Surplus account as at March 31 2019 of your company increased by3.19 % toRs.25515179/- as against Rs.24725943/-in the previous financial year. Your Companyhas proposed to transfer to Special Reserve 20% of the profit in compliance with theextent norms of Reserve Bank of India (RBI).

The board does not propose to transfer any amount to General Reserve.

XII. RBI COMPLIANCES:

The company has complied with all the provisions of Master Direction - NonBankingFinancial Company -Non-Systemically Important Non-Deposit taking Company (Reserve Bank)Directions 2016.

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

In pursuance to Section 134 (3) of the Act No material changes and commitments haveoccurred after the closure of the financial year to which the financial statements relatetill the date of this report affecting the financial position of the company.

XIV. 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 Act read with the Companies(Accounts) Rules 2014 relating to the conservation of energy and technology absorptionforeign 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 financialyear under review.

XV. 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.

XVI. 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 Actread with the Companies (Corporate Social Responsibility Policy) rules 2014 arenot applicable on the Company.

XVII. FORMAL ANNUAL EVALUATION

Pursuant to the provisions of the act the Board of Directors has carried out an annualperformance evaluation of its own performance board committees and individual directors.The performance of the Board was evaluated by the board after seeking inputs from all thedirectors on the basis of criteria such as the Board composition and structureeffectiveness of board processes manner of conducting the meetings value addition of theBoard members and corporate governance etc. as provided by the Guidance Note on BoardEvaluation issued by the Securities and Exchange Board of India on 5th January 2017.

The detailed evaluations parameters and the process have been explained in CorporateGovernance Report.

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 thereport.

II. CHANGE IN NATURE OF BUSINESS

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

III. DIRECTORS/KEY MANAGERIAL PERSONNELAPPOINTMENT/REAPPOINTMENT/CESSATION

Following changes occurred in the Board of Directors:

• The Board of Directors at its meeting held on August 09 2018 appointed Mr.Kuldeep Jain as Additional Director in the capacity of Independent Director of theCompany and it is proposed to appoint him as an Independent Director at the ensuing AGMfor a period of five years commencing from August 9 2018 to August 8 2023.

Mr. Kuldeep Jain fulfills the conditions for his appointment as an Independent Directoras specified in the Act and of Securities and Exchange Board of India (Listing obligationsand Disclosure Requirements) Regulations 2015.He has a vast expertise and knowledge itwill be in the interest of the Company that Mr. Kuldeep Jain is appointed as anIndependent Director.

• Mr. Surendra Mehta resigned from the post of Independent Director with effectfrom August 11 2018 due to personal reasons.

• On the basis of report of performance evaluation done by Nomination andRemuneration Committee and Board of Directors of the company the performance of Mr. PuneetKumar Gupta is found satisfactory. Therefore the Board of Directors at its meeting held onMay 28 2019 has recommended the re-appointment of Mr. Puneet Kumar Gupta for a secondterm of 5 (five) consecutive years on the Board of the Company upto August 15 2024subject to the approval of shareholders in the ensuring Annual General Meeting.

• In accordance with the provisions of the Act and the Articles of Association ofthe Company Mrs. Sobhag Devi Baid Non-Executive Director of the Company is liable toretire by rotation at the ensuing Annual General Meeting and being eligible has offeredherself for re- appointment.

• Mr. Mahendra Kumar Baid (DIN: 00009828) retired by rotation and reappointed inprevious AGM held July 31 2018.

IV. ASSOCIATE COMPANIES JOINT VENTUREAND 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 Actand guidelines and directionsof Non-Banking Financial Companies (Acceptance of Public Deposits)(Reserve Bank)Directions 2016 as prescribed by Reserve Bank of India in this regard and as such nodetails 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 pursuant to Rule 8 (5) (vii) of the Companies(Accounts) Rules 2014 .

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 Act and Regulations as may beapplicable

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

> None of the employee of the company was in receipt of the remuneration exceedingthe limits prescribed u/s 197 (12) read with rule 5 sub-rule 2 of The Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 of the Actduring theyear under review. Following is the list of the employees of the Company:

(Amount in Rs.)
S.NO. Informat ion required as per Rule 5(2) 1 2 3 4 5 6
1 Name Mr. Mahendra Kumar Baid Ms. Surbhi Rawat Mr. Ravi Bohra Mr. Surend ra Yadav Mr. Sharvan Kumar Yadav Mr. Arvind Kumar Kumawat
2 Designation of the Employee Managing Director Company Secretary Chief Financial Officer Office Executive Office Executive Office Executive
3 Remuneration received for the year 240000 228752 18000 0 11600 8 104496 98711
4 Nature of employment whether contractual or otherwise Contractuall Other Other Other Other Other
5 Qualificati on and experienc e of the Employee Graduate More than 26 years of Experience Company Secretary experience of 2 years BSC in Mathematics experience of 15 Under Graduate experience of 20 Under Graduate experience of 13 B.A. experience of 4
6 Date of commencement of employees August 31 2005 June 10 2017 March 09 2018 April 02201 5 April 032015 April 022015
7 Age 52 Years 28 Years 45 years 37 Years 32 Years 23 Years
8 Last employment held before joining the Company NIL NIL NIL NIL NIL NIL
9 The percentage of equity shares held by the employee along with the spouse and dependent children in the Company within the meaning of clause (iii) of sub -rule (2)

7.92

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

Note:-* Salary of Company Secretary is exclusive of bonus

> The ratio of the remuneration of each director to the median employee'sremuneration and other details in terms of sub-section 12 of Section 197 of the Actreadwith Rule 5(1) of The Companies (Appointment and Remuneration of Managerial Personnel)Rules 2014 are forming part of this report as Annexure IV.

3. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION.PROHIBITION 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 2018-19.

Number of complaints received: NIL

Number of complaints disposed off: NIL

4. MANAGEMENT DISCUSSION & ANALYSIS REPORT

Management Discussion & Analysis report pursuant to Regulation 34 of Regulations isannexed herewith as Annexure V to this report.

5. CORPORATE GOVERNANCE REPORT

A report on Corporate Governance for the financial year on ended March 31 2019 alongwith Statutory Auditor's Certificate on compliance with the provisions of CorporateGovernance under Regulations is 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 Regulations. The Managing Director and the Chief Financial Officeralso give quarterly certification on financial results while placing the financial resultsbefore the Board in terms of Regulation 33(2) of the Regulations. The annual certificategiven by Managing Director and the Chief Financial Officer is published in this Report.

7. DISCLOSURE OF ACCOUNTING TREATMENT

The Financial Statement of the Company for FY 2018-19 have been prepared with theapplicable accounting principles in India and the mandatory Accounting Standard ('AS') asprescribed under Section 133 of the Act read with the rules made there under.

8. REPORTING OF FRAUDS BY AUDITORS:

There was no instance of fraud during the year under review which required theStatutory Auditors to report to the Audit Committee and/or Board under Section 143(12) ofthe Act and Rules framed thereunder.

9. DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to sub section 3 (c) of Section 134 of the Act the Board of Directors of theCompany hereby state and confirm that:

i. in the preparation of the annual accounts for the year ended on March 31 2019 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 2019and 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

safeguarding the assets of the company and for preventing and detecting fraud and otherirregularities;

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.

10. VIGIL MECHANISM

In line with the provisions of Regulations the Act and the principles of goodgovernance the company has devised and implemented a vigil mechanism in the form of'Whistle-Blower Policy'. Detailed information onthe Vigil Mechanism of the company isprovided in the Report on the Corporate Governance which forms part of the Annual Report.

11. DISCLOSURE ON SECRETARIAL STANDARDS BY DIRECTORS

The company complies with all applicable standards issued by the Institute of CompanySecretaries of India. The Directors have devised proper systems to ensure compliance withthe provisions of all applicable Secretarial Standards and that such systems are adequateand operating effectively.

12. 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 28 2019

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

ANNEXURE-III

Form No. AOC-2

(Pursuant to clause (h) of sub-section (3) of section 134 of the Act and Rule8(2) of the Companies (Accounts) Rules 2014)

Form for disclosure of particulars of contracts/arrangements entered into by thecompany with related parties referred to in sub-section (1) of section 188 of theCompanies Act 2013 including certain arms length transactions under third proviso thereto

1. Details of contracts or arrangements or transactions not at arm's length basis: NIL

(a) Name(s) of the related party and nature of relationship: N.A.

(b) Nature of contracts/arrangements/transactions: N.A.

(c) Duration of the contracts / arrangements/transactions: N.A.

(d) Salient terms of the contracts or arrangements or transactions including the valueif any: N.A.

(e) Justification for entering into such contracts or arrangements or transactions:N.A.

(f) Date(s) of approval by the Board: N.A.

(g) Amount paid as advances if any: N.A.

(h) Date on which the special resolution was passed in general meeting as requiredunder first proviso to section 188: N.A.

2. Details of material contracts or arrangement or transactions at arm's length basis:

(a) Name(s) of the related party and nature of relationship: Baid Leasing and FinanceCo. Ltd. Public Company in which the Directors along with their relative hold more than 2%of its paid up share capital.

(b) Nature of contracts/arrangements/transactions: Service arrangement in the ordinarycourse of business and on arms length.

(c) Duration of the contracts / arrangements/transactions: Financial year 2018192019-20 and 2020-21.

(d) Salient terms of the contracts or arrangements or transactions including the valueif any: Agreement for F.Y. 2018-19 2019-20 and 2020-21 for value of not more than Rs.75lacs.

(e) Date(s) of approval by the Board if any: May 15 2018

(f) Amount paid as advances if any: Nil

Date: May 28 2019

FOR AND ON BEHALF OF THE BOARD

Place: Jaipur

BFL ASSET FINVEST LIMITED (FORMERLY KNOWN AS BFL DEVELOPERS LIMITED)

Sd/- Sd/-
SOBHAG DEVI BAID MAHENDRA KUMAR BAID
(Director) (Managing Director)
DIN:00019831 DIN:00009828

ANNEXURE-IV

Analysis of Managerial Remuneration

Pursuant to Section 197(12) of the Companies Act 2013 read with Rule 5(1) of TheCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 as amendedthe statistical analysis of the remuneration paid to Directors and Key ManagerialPersonnels (KMPs) as against the other employees of the company and with respect to theperformance of the company (PAT) is given below:-

i. The ratio of the remuneration of each director to the median remuneration of theemployees of the company for the financial year 2018-19: 1.6:1

ii. The percentage increase in remuneration of each director Chief Financial OfficerChief Executive Officer Company Secretary or Manager if any in the financial year2017-18:-

There is no increase in the remuneration of the Managing Director and CFO; 17.65% inthe remuneration of the Company Secretary;

Since none of the other Directors were paid remuneration in the financial year 2018-19therefore there is no increase in remuneration during the year.

iii. The percentage increase in the median remuneration of employees in the financialyear 2018-19: (7.41) %

iv. The number of permanent employees on the rolls of company:- 6

v. Average percentile increase already made in the salaries of employees other than themanagerial personnel in the last financial year and its comparison with the percentileincrease in the managerial remuneration and justification thereof and point out if thereare any exceptional circumstances for increase in the managerial remuneration:-

Average % increase in the salary of employees other than Managerial Personnel: -

2019 - 17.28%

2018-41.95%

Average % increase in the Salary of the Managerial Personnel:-

2019- 9.37%

2018- 14.29%

6. Affirmation: We hereby confirm that the remuneration paid to employees are as perthe remuneration policy of the company

DATE: May 28 2019

FOR AND ON BEHALF OF THE BOARD

PLACE: JAIPUR

BFL ASSET FINVEST LIMITED (FORMERLY KNOWN AS BFL DEVELOPERS LIMITED)

Sd/- Sd/-
SOBHAG DEVI BAID MAHENDRA KUMAR BAID
(Director) (Managing Director)
DIN:00019831 DIN:00009828