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BFL Asset Finvest Ltd.

BSE: 539662 Sector: Financials
NSE: N.A. ISIN Code: INE948Q01018
BSE 00:00 | 20 May 69.80 -3.65
(-4.97%)
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NSE 05:30 | 01 Jan BFL Asset Finvest Ltd
OPEN 69.80
PREVIOUS CLOSE 73.45
VOLUME 21814
52-Week high 258.85
52-Week low 69.80
P/E 102.65
Mkt Cap.(Rs cr) 71
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 69.80
CLOSE 73.45
VOLUME 21814
52-Week high 258.85
52-Week low 69.80
P/E 102.65
Mkt Cap.(Rs cr) 71
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

BFL Asset Finvest Ltd. (BFLASSETFINVES) - Director Report

Company director report

To The Members BFL Asset Finvest Limited

The Board of Directors are pleased to present the 26th (Twenty-Sixth) AnnualReport of your Company together with the Audited Financial Statements for the FinancialYear ended on 31st March 2021.

1. FINANCIAL PERFORMANCE

The highlights of Company's financial performance for the Financial Year ended on 31stMarch 2021 are summarized below:

Particulars 31st March 2021 31st March 2020
Total Income 13326060/- 29516012/-
Less: Total Expenditure 13136619/- 28918854/-
Profit / (Loss) before Taxation 189441/- 597158/-
Tax expenses 47682/- 375531/-
Profit / (Loss) after Tax 141759/- 221627/-

2. PERFORMANCE REVIEW AND STATE OF COMPANY'S AFFAIRS

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

The total income for the FY 2020-21 under review were Rs. 13326060/- as against Rs.29516012/- in the previous FY 2019-20. The Profit before tax for the FY 2020-21 is Rs.189441/- as against Rs. 597158/- in the previous FY 2019-20. The Profit after tax isRs. 141759/- for the FY 2020-21 as against Rs. 221627/- in the previous FY 2019-20.

Further during the year under review there was a turmoil scenario for the SecuritiesSector therefore there was reduction in the Total Income of the Company by 54.85% ascompared to the previous year. However keeping such situation in view the Company managedto curtail the Expenses incurred during the year still there was reduction in overallprofit of the Company as compared to last year.

The Company is dealing in shares & stock trading which is unforeseen in terms ofthe performance of the Industries economic scenario GDP Growth of the CompanyGovernment policies political situation and global trends etc. However your company shallreview the long term impact of the pandemic and shall take necessary steps to adapt itselfto emerging changes and the new normal.

Further COVID-19 has had a catastrophic impact on people and economy globally. Wefocused on safety of employees stakeholders and towards the growth of Company as well associety with commitment to serve the customer and shareholders to their satisfaction andbetter experience.

Your Directors wish to place on record their appreciation to the Company's employeesGovernment authorities for their selfless efforts which helped your Company reach normalcyin operations within few months of lock-down.

3. DIVIDEND

With a view to conserve fund given the challenging situation caused by outbreak of theCOVID-19 pandemic. Your Directors feel that it is prudent to plough back the profits forfuture growth of the Company and do not recommend any dividend for the financial yearended on 31st March 2021.

4. MATERIAL CHANGES AND COMMITMENT AFFECTING FINANCIAL POSITION OF THECOMPANY/CHANGE IN THE NATURE OF THE BUSINESS

The ongoing COVID-19 pandemic has increased the estimation uncertainty in thepreparation of the Financial Statements for the year ended on 31st March 2021.The Company has developed various accounting estimates in these Financial Statements basedon forecasts of economic conditions which reflect expectations and assumptions as at 31stMarch 2021 about future events that the Management believe are reasonable in thecircumstances. There is a considerable degree of judgment involved in preparing forecasts.The underlying assumptions are also subject to uncertainties which are often outside thecontrol of the Company. Accordingly actual economic conditions are likely to be differentfrom those forecast since anticipated events frequently do not occur as expected and theeffect of those differences may significantly impact accounting estimates included inthese financial statements.

The significant accounting estimates impacted by these forecasts and associateduncertainties are predominantly related to expected credit losses fair value measurementand recoverable amount assessments of non-financial assets.

The COVID-19 pandemic which is a once in a lifetime occurrence has brought with it anunimaginable suffering to people and to almost all sections of the economy. The dynamicand evolving nature of the pandemic with its resurgence (second wave) at the close of theyear once again creates uncertainty including economic impact. Hopefully the outreach ofvaccination drives across the country additional efforts to set up medical infrastructureand obtain required medical supplies in addition to continued adherence to COVID-19specific protocols will help in overcoming this testing situation.

Like the greater economy the pandemic coupled with the lockdown and relief measuresprovided by RBI had a bearing on the performance of the Company

Save and except the affect of the above there have been no material changes andcommitment that have occurred after the closure of the Financial Year 2020-21 till thedate of this Report which would affect the financial position of your Company.

5. TRANSFER TO THE INVESTOR EDUCATION AND PROTECTION FUND

In terms of Section 124 & 125 of the Companies Act 2013 (hereinafter referred as"Act") (read with the Investor Education and Protection Fund Authority(Accounting Audit Transfer and Refund) Rules 2016 as amended from time to timedividends which remains unpaid or unclaimed for a period of 7 (seven) years from the dateof transfer to unclaimed dividend account are required to be transferred to the InvestorsEducation and Protection Fund. There were no unclaimed/unpaid dividend liable for transferto the Investors Education and Protection Fund for the reporting Financial Year underreview.

6. ANNUAL RETURN

In accordance with the provisions of Companies (Amendment) Act 2017 read with Section134(3) of the Act the Annual Return under Section 92 (3) of the Act is hosted on thewebsite of the Company athttp://www.bflfin.com/wp-content/uploads/2021/08/Annual-Return-2020-21-1.pdf

7. TRANSFER TO RESERVE FUND

Reserve and Surplus Account as on March 31 2021 of your Company reduced by 50.82% toRs. 8605857 as against Rs. 17500755/- as on March 31 2020.

Under Section under Section 45IC of the Reserve Bank of India Act 1934 non-bankingfinancial companies (NBFCs) are required to transfer a sum not less than 20% of its netprofit every year to reserve fund before declaration of any dividend. Accordingly theCompany has transferred a sum ofRs. 28352/- to Special Reserve in compliance with theSection 45IC of the Reserve Bank of India Act 1934.

The Board doesn't propose to transfer any amount to the General Reserve for the periodunder review.

8. ASSOCIATE COMPANIES JOINT VENTURES AND SUBSIDIARY COMPANIES

Your Company does not have any Company which is its subsidiary or associate. Hence thedetails of this clause are not applicable to the Company.

9. DIRECTORS/KEY MANAGERIAL PERSONNEL APPOINTMENT/RE-APPOINTMENT/CESSATION

During the year under review following changes took place in the Composition of Boardof Directors and Key Managerial Personnel of the Company:

Board of Directors

A. Directors liable to retire by rotation: In accordance with the provisions ofthe Act and the rules made there under and the Articles of Association of the CompanyMrs. Sobhag Devi Baid Non-Executive Director of the Company is liable to retire byrotation at the ensuing Annual General Meeting (‘AGM') and being eligible hasoffered herself for re-appointment.

Mr. Mahendra Kumar Baid Managing Director retired by rotation and was re-appointed inthe previous AGM held on September 28 2020.

B. Appointment of Non-Executive Director: Mr. Aditya Baid was appointed asAdditional Non-Executive Director of the Company on March 21 2020and thereafter he wasappointed as Director in the previous AGM held on September 28 2020.

C. Re-appointment of Managing Director: Mr. Mahendra Kumar Baid was re-appointedas Managing Director for a period of 3 years with effect from July 28 2020 and July 272023 in the previous AGM held on September 28 2020.

Mr. Mahendra Kumar Baid possess appropriate skills experience and knowledge; interalia in the field of securities and finance sector and he is eligible forre-appointment. His vast experience and association would be of immense benefit to theCompany and it is desirable to continue to avail his service. Your Board believes his re-appointment will benefit the Company.

D. Re-appointment of an Independent Director: On the basis of report ofperformance evaluation done by Nomination and Remuneration Committee and Board ofDirectors of the Company which was found satisfactory and after considering his integrityKnowledge expertise and experience Mr. Amit Kumar Parashar shall be eligible forre-appointment as an Independent Director of the Company for a Second term of 5 (five)years w.e.f. August 04 2022 up to August 03 2027with the approval of members at the 26thAnnual General Meeting of the Company.

Key Managerial Personnel

During the Financial Year 2020-21 there was no change in the Key Managerial Personnel.

The present Directors and Key Managerial Personnel (KMP) of the Company are as follows:

S. No. Name of Director/KMP Designation
1 Mr. Mahendra Kumar Baid Managing Director
2 Mr. Aditya Baid Non-Executive Director
3 Mrs. Sobhag Devi Baid Non-Executive Director
4 Mr. Amit Kumar Parashar Independent Director
5 Mr. Kuldeep Jain Independent Director
6 Mr. Puneet Kumar Gupta Independent Director
7 Ms. SurbhiRawat Company Secretary & Compliance Officer
8 Mr. Ravi Bohra Chief Financial Officer

10. DECLARATION BY INDEPENDENT DIRECTORS

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(6) of the Act and complied with the Code of Conduct as prescribed in the Schedule IVof the Act as amended and

Regulation 16 and 25 of Securities and Exchange Board of India (Listing Obligations andDisclosure Requirements) Regulations 2015 ("Listing Regulations") in respect oftheir position as an "Independent Director" of BFL Asset Finvest Limited.

The independent directors have also confirmed compliance with the provisions of rule 6of Companies (Appointment and Qualification of Directors) Rules 2014 as amendedrelating to inclusion of their name in the databank of independent directors.

The Board took on record the declaration and confirmation submitted by the independentdirectors regarding them meeting the prescribed criteria of independence afterundertaking due assessment of the veracity of the same in terms of the requirements ofregulation 25 of the SEBI Listing Regulations.

In the opinion of the Board the Independent Directors of the Company fulfill theconditions specified in the Act and Listing Regulations and have complied with the Codefor Independent Directors prescribed in Schedule IV to the Act and are independent of themanagement.

11. REMUNERATION POLICY FOR DIRECTORS KEY MANAGERIAL PERSONNEL AND OTHER EMPLOYEES

AND CRITERIA FOR APPOINTMENT OF DIRECTORS

For the purpose of selection of any Director the Nomination and Remuneration Committeeidentifies persons of integrity who possess relevant expertise experience and leadershipqualities required for the position. The Committee also ensures that the incumbent fulfilssuch criteria with regard to qualifications positive attributes independence age andother criteria as laid down under the Act Listing Regulations or other applicable laws.

The Board has on the recommendation of the Nomination and Remuneration Committeeframed a policy on appointment and remuneration of Directors Key Managerial Personnel andSenior Managerial Personnel including criteria for determining qualifications positiveattributes independence of a Director and other matters as mandated under Section 178 (3)of the Act and Regulation 19 read with Part D of Schedule II of the Listing Regulations.

The Nomination and Remuneration Policy approved by the Board is available on thewebsite of the Company the same can be accessed athttp://www.bflfin.com/wp-content/uploads/2018/02/Nomination-and-Remuneration-Policy_Website.pdf

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 /KMPsso 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 Listing Regulations and provisions of the Actand Rulesthereunder.

(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) Performance Evaluation of every Director and Key Managerial Personnel

12. FAMILIARISATION PROGRAMME FOR THE INDEPENDENT DIRECTORS

In compliance with the requirements of Regulation 25(7) of the Listing Regulations theCompany has put in place a Familiarisation Programme for the Independent Directors tofamiliarise them with the Company their roles rights responsibilities in the Companynature of the industry in which the Company operates business model of the Company andrelated matters etc. The details of number of programmes and number of hours spent by eachof the Independent Directors during the Financial Year 2020-21 and on Cumulative basis interms of the requirements of Listing Regulations are available on the website of theCompany www.bflfin.com and can be accessed through the web link:http://www.bflfin.com/wp-content/uploads/2014/11/DETAILS-OF-FAMILIARISATION-PROGRAMME-IMPARTED-TO-INDEPENDENT-DIRECTORS-DURING-THE-YEAR-2020-21.pdf

13. 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 Board of Directors of the Company met 4 (Four) times during the year under reviewon June 29 2020 August 27 2020 November 06 2020 and February 04 2021. Theintervening gap between the meetings was within the period prescribed under the ActSecretarial Standard-1 (SS-1) and the listing regulations.

The details of Board and Committees including composition and meetings held during thefinancial year ended March 31 2021 and attendance thereto are set out in the CorporateGovernance Report enclosed as Annexure VI which forms a part of this report.

COMMITTEE OF DIRECTORS

The Company has various Committees which have been constituted as a part of goodcorporate governance practices and the same are in compliance with the requirements of therelevant provisions of applicable laws and statutes. The Board has constituted threeCommittees:

i.) Audit Committee

ii.) Nomination and Remuneration Committee

iii.) Stakeholders' Relationship Committee

the abovementioned committees are formed in compliance with the provisions of the Actand Listing Regulations. The Company Secretary is the Secretary of all the aforementionedCommittees.

The Board of Directors also takes decisions by Resolutions passed through Circulationwhich is noted by the Board at their subsequent meeting.

MEETING OF INDEPENDENT DIRECTORS

A separate meeting of Independent Directors was held on June 29 2020 without presenceof Non-Independent Directors Members of Management and employees of the Company asrequired under the Actand in Compliance with requirement under Schedule IV of the Act andas per requirements of Listing Regulations and discussed matters specified therein.

14. EVALUATION OF PERFORMANCE OF THE BOARD ITS COMMITTEES AND INDIVIDUAL DIRECTORS

Performance evaluation is becoming increasingly important for Board and Directors andhas benefits for individual Directors Board and the Companies for which they work. TheSecurities and Exchange Board of India has issued a Guidance Note on Board Evaluation andpursuant 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 evaluation of the performance of the Board as a whole Individual Directors and of theCommittees was carried out by way of questionnaires.

In a separate meeting of Independent Directors performance of Non IndependentDirectors and performance of the Board as a whole was evaluated. Further they alsoevaluated the performance of the Chairman of the board taking into account the views ofthe Executive Directors and Non-executive Directors.

The performance of the Board was evaluated by the Board after seeking inputs from allthe Directors on the basis of various criteria such as structure and diversity of theBoard competency of Directors experience of Director strategy and performanceevaluation secretarial support evaluation of risk evaluation of performance of themanagement and feedback independence of the management from the Board etc.

The performance of the Committees was evaluated by the Board on the basis of criteriasuch as mandate and composition effectiveness of the committee structure of thecommittee and meetings independence of the committee from the Board and contribution todecisions of the Board.

The Nomination and Remuneration Committee reviewed the performance of the individualDirectors on the basis of the criteria such as qualification experience knowledge andcompetency fulfilment of functions availability and attendance initiative integritycontribution and commitment etc. and the Independent Directors were additionallyevaluated on the basis of independence independent views and judgment etc.

The performance of the Individual Directors was evaluated by the Board on the basis ofcriteria such as ethical standards governance skills professional obligations personalattributes etc.

Further the evaluation of Chairman of the Board in addition to the above criteria forindividual Directors also included evaluation based on effectiveness of leadership andability to steer the meetings impartiality etc.

The Board discussed upon the performance evaluation of every Director of the Companyand concluded that they were satisfied with the overall performance of the Directorsindividually and that the Directors generally met their expectations of performance.

The summary of the feedback from the members were thereafter discussed in detail by themembers. The respective Director who was being evaluated did not participate in thediscussion on his/her performance evaluation.

The Directors expressed their satisfaction with the evaluation process.

15. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION

PROHIBITION AND REDRESSAL) ACT 2013.

Your Company has always believed in providing safe and harassment free workplace forevery individual working in its premises through various interventions and practices. TheCompany ensures that the work environment at all its locations is conducive to fair safeand harmonious relations between employees. It strongly believes in upholding the dignityof all its employees irrespective of their gender or seniority. Discrimination andharassment of any type are strictly prohibited.

The Company has a policy for Prevention Prohibition and Redressal of Sexual Harassmentof Women at Workplace in line with the requirements of The Sexual Harassment of Women atthe Workplace (Prevention Prohibition And Redressal) Act 2013 (POSH Act). All womenemployees are covered under this policy. The requirement of constitution of InternalComplaint Committee is not applicable on the Company.

The details of the complaints received during the year under review were as follows:

Particulars Nos.
No. of Complaints Pending at the Beginning of the Year 0
No. of Complaints Received and Resolved during the year 0
No. of Complaints Pending at the End of the Year 0

16. AUDITORS & AUDITOR'S REPORT

? Statutory Auditors & Audit Report

Pursuant to the provisions of section 139 of the Act M/s. Khilnani& AssociatesChartered Accountants (Firm Registration No. 005776C) were appointed as the StatutoryAuditors of the Company at 25th AGM of the Company held on September 28 2020for a term of five years.

The Auditors are eligible to continue as Auditors in accordance with the provisions ofSection 141 of the Act. Further M/s. Khilnani& Associates Chartered Accountants havegiven a confirmation to the effect that they are eligible to continue with theirappointment and that they have not been disqualified in any manner from continuing asStatutory Auditors.

The Financial Statements and the Auditor's Report for the financial year ended on March31 2021 are free from any qualification reservation and adverse remark; further thenotes on accounts are self-explanatory. The Auditors' Report is enclosed with thefinancial statements in this annual report.

???? Secretarial Auditors& 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 aforementioned requirements M/s V. M. & Associates CompanySecretaries (Firm Reg. No. P1984RJ039200) were appointed as Secretarial Auditors toconduct the secretarial audit of the Company for the financial year 2020-21.

Secretarial Audit Report as issued by M/s V. M. & Associates Company Secretariesin respect of the secretarial audit of the Company in Form MR-3 for the financial yearended on March 31 2021 is given in Annexure-I to this Report. The Audit Report are freefrom any qualification reservation and adverse remark and are self-explanatory.

In addition to the above and pursuant to SEBI circular dated February 08 2019 areport on secretarial compliance issued by M/s V. M. & Associates for FY 2020-21 hasbeen submitted with the stock exchanges. There are no observations reservations orqualifications in that report.

M/s. V. M. & Associates Company Secretaries (Firm Registration No. P1984RJ039200)have confirmed their eligibility and willingness to accept the re-appointment asSecretarial Auditor of the Company. The Company has received consent/eligibilitycertificates from M/s V. M. & Associates Company Secretaries. Accordingly Board inits meeting held on June 14 2021 has re-appointed M/s V. M. & Associates CompanySecretaries Jaipur as Secretarial Auditor (Firm Reg. No. P1984RJ039200) of the Company tocarry out Secretarial Audit of the Company for the financial year 2021-22.

? Internal Auditor

Pursuant to Section 138 of the Act read 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. (FirmRegistration No. 006852C) Chartered Accountants were appointed as Internal Auditors ofthe Company for the financial year 2020-21.

Their scope of work includes review of operational efficiency effectiveness of systems& processes compliances and assessing the internal control strengths in all areas.Internal Auditors findingsare discussed and suitable corrective actions are taken as perthe directions of Audit Committee on an on-going basis to improve efficiency inoperations.

M/s. Shiv Shankar Khandelwal& Co. Chartered Accountants (Firm Registration No.006852C) have confirmed their eligibility and willingness to accept the re-appointment.The Company has received consent/eligibility certificates from M/s. Shiv ShankarKhandelwal& Co. Chartered Accountants. Accordingly Board in its meeting held on June14 2021 has re-appointed M/s Shiv Shankar Khandelwal& Co. Chartered AccountantsJaipur (Firm Reg. No. 006852C) as the Internal Auditor of the Company for the financialyear 2021-22.

? Cost Audit

The provisions of Section 148 of the Act and the Companies (Cost Records and Audit)Rules 2014 are not applicable to the Company. Hence the maintenance of the cost recordsas specified by the Central Government under Section 148(1) of the Act is not requiredand accordingly such accounts and records are not made and maintained. The Company hasnot appointed any Cost Auditor during the year.

? Reporting of Frauds by Auditors

During the year under review neither the Statutory Auditor nor the Secretarial Auditorhas reported to the audit committee under Section 143 (12) of the Act any instances offraud committed against the Company by its officers or employees.

17. PARTICULARS OF LOANS GUARANTEES AND INVESTMENTS IN SECURITIES BY THE COMPANY

Pursuant to the provisions of Section 186(11) of the Act read with Rule 11(2) of theCompanies (Meetings of Board and its Powers) Rules 2014 the loans made guarantees givenor securities provided or acquisition of securities by a Non-Banking Financial Company(NBFC) registered with RBI in the ordinary course of its business are exempted from theapplicability of the provisions of Section 186 of the Act. As such the particulars ofloans and guarantee have not been disclosed in this Report. However the same are mentionedin the Note No. 3 and 4of audited financial statements for the financial year ended onMarch 31 2021.

18. RELATED PARTY TRANSACTIONS

All contracts / arrangements / transactions entered by the Company during the financialyear ended on March 31 2021 with related parties were in its ordinary course of businessand on an 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 Act is given in Annexure II to thisReport. The Company's Policy on Materiality of Related Party Transactions is put up on theCompany's website and can be accessed athttp://www.bflfin.com/wp-content/uploads/2020/12/POLICY-ON-MATERIALITY-OF-RELATED-PARTY-TRANSACTION.pdf

19. RISK MANAGEMENT

Risk Management is an integral part of the Company's business strategy with focus onbuilding risk management culture across the organization. The Company has developed andimplemented a risk management policy which encompasses practices relating toidentification assessment monitoring and mitigation of various risks to key businessobjectives. The Risk management framework of the Company seeks to minimize adverse impactof risks on our key business objectives and enables the Company to leverage marketopportunities 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.

Risk Treatment

To prioritize risk control actions in terms of their potential to benefit theorganization. Risk treatment includes risk control/ mitigation and extends to riskavoidance risk transfer (insurance) risk financing risk absorption etc. for-

a) Effective and efficient operations

b) Effective Internal Controls

c) Compliance with laws & regulations

Risk Treatment shall be applied at all levels through carefully selected validations ateach stage to ensure smooth achievement of the objective.

The Company's Risk Management Policy is put up on the Company's website and can beaccessed at http://www.bflfin.com/wp-content/uploads/2014/11/Risk-Management-Policy-1.pdf

20. INTERNAL FINANCIAL CONTROL SYSTEMS

The Company believes that internal control is a necessary prerequisite of Governanceand that freedom should be exercised within a framework of checks and balances. TheCompany has a well-established internal control framework which is designed tocontinuously assess the adequacy effectiveness and efficiency of financial andoperational controls.

The management is committed to ensure an effective internal control environmentcommensurate with the size scale and complexity of the business which provides anassurance on compliance with internal policies applicable laws regulations andprotection of resources and assets. The control system ensures that the Company's assetsare safeguarded and protected and also takes care to see that revenue leakages and lossesto the Company are prevented and our income streams are protected. The control systemenables reliable financial reporting. The Audit Committee reviews adherence to internalcontrol systems and internal audit reports.

The Company has received report on Internal Financial Controls from statutory auditorsof the company.

21. DETAILS RELATING TO DEPOSITS

The Company has not accepted any deposit within the meaning of the Companies(Acceptance of Deposits) Rules 2014 or Chapter V of the Act and guidelines anddirections of Non-Banking Financial Companies (Acceptance of Public Deposits) (ReserveBank) Directions 2016 as prescribed by RBI in this regard and as such no details arerequired to be furnished.

Also Company has not taken any Loan/borrowing from its directors during the year underreview.

22. MANAGEMENT DISCUSSION & ANALYSIS REPORT

Management's Discussion and Analysis Report for the year under review pursuant toRegulation 34 of Securities Exchange Board of India (Listing Obligations and DisclosuresRequirement) Regulations 2015 is annexed herewith as AnnexureV forming part of theAnnual Report.

23. CORPORATE GOVERNANCE REPORT

Your Company practices a culture that is built on core values and ethical governancepractices. The Company is committed to maintain the highest standards of CorporateGovernance and adhere to the Corporate Governance requirements set out by the Securitiesand Exchange Board of India ("SEBI"). The Company has also implemented severalbest governance practices. The report on Corporate Governance for the financial year endedon March 31 2021 along with Certificate issued by M/s V.M. & Associates CompanySecretaries confirming the compliance to applicable requirements related to corporategovernance as stipulated under Schedule V of the Listing Regulationsforms part of thisAnnual Report as

Annexure VI.

Compliance reports in respect of all laws applicable to the Company have been reviewedby the Board of Directors.

24. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS

AND OUTGO

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 operations of the Company being 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 The Company has installed a solar panel at its registered office which produces energy and provides power to the equipments of complete office.
III the capital investment on energy conservation equipment In view of the nature of activities carried on by the Company there is no capital investment on energy conservation equipment except installed solar panel at its registered office.

(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 N.A.
(a) The details of technology imported N.A.
(b) The year of import
(c) Whether the technology been fully absorbed and N.A.
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.

25. CORPORATE SOCIAL RESPONSIBILITY

The Company's net worth is below than Rs. 500 crore Turnover is less than Rs.1000Crore and Net profit (Before Tax) is less than Rs. 5 Crore during the immediatelypreceding financial year hence provisions of section 135 of the Act read with theCompanies (Corporate Social Responsibility Policy) rules 2014 are not applicable on theCompany.

26. 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 .

27. VIGIL MECHANISM

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

28. DISCLOSURE ON SECRETARIAL STANDARDS

During the period under review applicable Secretarial Standards i.e. SS-1 and SS-2relating to ‘Meetings of the Board of Directors' and ‘General Meetings'respectively issued by The Institute of Company Secretaries of India have been dulyfollowed by the Company and have devised proper systems to ensure compliance with theprovisions of all applicable Secretarial Standards and that such systems are adequate andoperating effectively.

29. RBI COMPLIANCES

Your Company is a Non-Banking Non Deposit Taking Non Systemically Important Investmentand credit Company ("NBFC-ICC") your Company continues to comply with theapplicable regulations and guidelines of Reserve Bank of India and provisions asprescribed in Master Direction - Non-Banking Financial Company - Non SystemicallyImportant Non-Deposit taking Company (Reserve Bank) Directions 2016 ("MasterDirections") as amended from time to time.

Further your Company has complied with all the rules and procedure as prescribed inabove mentioned master directions and any other circulars & notifications time totime issued by Reserve Bank of India.

30. PARTICULARS OF REMUNERATION OF DIRECTORS KMPs AND EMPLOYEES

???? During the year under review none of the Directors/KMP/employee of the Companywas in receipt of the remuneration exceeding the limits prescribed u/s 197 (12) of the Actread with rule 5 sub-rule 2 of The Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 of the Act.

The statement containing names of employees in terms of remuneration drawn and theparticulars of employees as required under Section 197(12) of the Act read with Rule 5(2)and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules2014 is provided in a separate Annexure III forming part of this report.

???? 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.

31. 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) ofListing Regulations. 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 Exchange Board ofIndia (Listing Obligations and Disclosure Requirements) Regulations 2015. The annualcertificate given by Managing Director and the Chief Financial Officer is published inthis Report.

32. PREVENTION OF INSIDER TRADING

Pursuant to the provisions of the Securities and Exchange Board of India (Prohibitionof Insider Trading) Regulations 2015 and amendments thereto the Board has formulated andimplemented a Code of Conduct to regulate monitor and report trading by its designatedperson and other connected person and Code of Practices and Procedures for fair disclosureof Unpublished Price Sensitive Information.

The trading window is closed during the time of declaration of results and occurrenceof any material events as per the code. The same is available on the Company's website atwww.bflfin.com.

33. COMPLIANCE WITH THE CODE OF CONDUCT AND ETHICS

In compliance with the Listing Regulations and Act the Company has framed and adopteda code of conduct and ethics ("the code"). The code is applicable to the membersof the Board 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 2021 and a declaration to thiseffect signed by the Managing Director forms part of the Corporate Governance Report asAnnexure VI

34. DISCLOSURE OF ACCOUNTING TREATMENT

The Financial Statement of the Company for FY 2020-21 have been prepared with theapplicable accounting principles in India and the mandatory Indian Accounting Standard(‘Ind AS') as prescribed under Section 133 of the Act read with the rules made thereunder.

35. 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 2021 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 2021 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 forsafeguarding 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.

36. OTHER DISCLOSURES

Other disclosures with respect to Board's Report as required under the Act Rulesnotified thereunder and Listing Regulations are either NIL or NOT APPLICABLE.

37. ACKNOWLEDGEMENTS

Your Board acknowledges with appreciation the invaluable support provided by theReserve Bank of India Securities and Exchange Board of India Ministry of CorporateAffairs Central Registry of Securitisation Asset Reconstruction and Security Interest ofIndia Bankers Company's shareholders auditors advisors business partners for thepatronage received from them including officials there at from time to time. The Boardwould also like to thank the BSE Limited National Securities Depository Limited CentralDepository Services (India) Limited and MCS Registrar and Share transfer Agent (Registrarand Share Transfer Agent) for their continued co-operation.

Your Board records with sincere appreciation the valuable contribution made byemployees at all levels and looks forward to their continued commitment to achieve furthergrowth and take up more challenges that the Company has set for the future.

For and on behalf of the Board
For BFL Asset Fivest Limited
Sd/- Sd/-
Mahendra Kumar Baid Aditya Baid
(Managing Director) (Director)
DIN: 00009828 DIN: 03100584
Date: June 14 2021
Place: Jaipur
Registered Office: 1 Tara Nagar
Ajmer Road Jaipur – 302006
(Rajasthan)

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