Bharat Bhushan Finance & Commodity Brokers Ltd.
|BSE: 511501||Sector: Financials|
|NSE: N.A.||ISIN Code: INE900A01013|
|BSE 00:00 | 19 Mar||18.25||
|NSE 05:30 | 01 Jan||Bharat Bhushan Finance & Commodity Brokers Ltd|
Bharat Bhushan Finance & Commodity Brokers Ltd. (BHARATBHUSHAN) - Director Report
Company director report
Bharat Bhushan Finance & Commodity Brokers Limited Your Directors have pleasure inpresenting the 26h Annual Report together with the Audited StandaloneFinancial Statements of your Company for the financial year ended March 31 2018.
FINANCIAL PERFORMANCE HIGHLIGHTS
The Company's financial performance for the year ended March 312018 along withprevious year's figures are summarized below:
RESULTS OF OPERATIONS AND THE STATE OF COMPANY'S AFFAIRS
Total Income for the financial year 2017-18 is Rs.103.33 Lakhs as compared toRs. 85.84 Lakhs in the financial year 2016-17;
Profit before Tax for the financial year 2017-18 is 74.79 Lakhs as compared toRs. 60.48 in the financial year 2016-17;
Profit after Tax for the financial year 2017-18 is 59.51 Lakhs as compared toRs. 50.05 Lakhs in the financial year 2016-17.
There is a rise of 23.66% in Profit Before Tax and a rise of 18.90% in profit after taxin the current year as compared to last year.
TRANSFER TO RESERVES
The Company proposes to transfer Rs. 1190123.00/- to the Reserve Fund out of theamount available for distribution.
DIVIDEND ON EQUITY SHARES
Your directors are pleased to recommend a silver jubilee dividend at the rate of 6%i.e. Rs. 0.60 per equity share on completing 25 years since inception of your company inthe year 2017. In addition it is proposed that a dividend at the rate of 5% i.e. Rs. 0.50per equity share be paid similar to last year. Thus the total dividend payable will be11% i.e.1.10 per equity share.
The above consolidated dividend of 11 % would require an appropriation of Rs. 3718440and a Corporate Dividend Tax of Rs. 757074/-The dividend would be payable to all thoseshareholders whose names appear in the Register of Members as on the Book Closure date forthe Financial Year 2017-18.
The above proposed dividend if approved by shareholders in Annual General Meeting willresult in maintaining the uninterrupted profit making dividend payment record of theCompany for the last 25 years.
The Register of Members and Share Transfer books shall remain closed from Thursday20th September 2018 to Thursday 27"' September 2018 (both days inclusive).
The paid up Equity Share Capital as on 31st March 2018 was Rs.33804000/-During the year under review the company has not issued any further Share Capital.
The Company continues to focus on judicious management of its working capital.Receivables inventories and other working capital parameters were kept under strict checkthrough continuous monitoring. The Company's relationships with its bankers continued tobe cordial during the year. CHANGE IN THE NATURE OF BUSINESS
There has been no significant changes in the nature of business of the Company duringthe Financial Year 2017-18.
Your Company has not accepted or renewed any deposit from the public as covered underSection 73 of the Companies Act 2013 read with the Company (Acceptance of Deposits)Rules 2014 and your Board of Directors have also passed the necessary Resolution fornon-acceptance of any Public deposits during the Financial Year 2018-19.
Corporate Governance refers to a set of systems procedures and practices which ensuresthat the company is managed in the best interest of all stakeholders I.e. shareholdersemployees customers and society on general. Fundamentals of corporate governance includestransparency accountability and independence. The Company strives to maintain highstandards of Corporate Governance in all its interactions with its stakeholders. TheCompany has confirmed to the Corporate Governance code as stipulated under the SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015. The report onCorporate Governance as stipulated under Chapter IV of SEBI (LODR) Regulations 2015 formspart of the Annual Report. The practicing Company Secretary certificate confirmingcompliance with Chapter IV of SEBI (LODR) Regulations 2015 also forms part of the AnnualReport.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
Management Discussion and Analysis Report for the year under review as stipulatedunder Regulation 34 (3) read with Schedule V (B) of the SEBI (LODR) Regulations 2015 ispresented in a separate section forming part of this Annual Report.
SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANIES
Your Company does not have any Subsidiary/Subsidiaries Joint Ventures and AssociateCompany within the meaning of Companies Act 2013 as at March 31 2018.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS
No significant and material orders were passed by the regulators or courts or tribunalsduring the Financial Year 2017-18 which have an impact on the going concern status andcompany's operations in future.
INTERNAL FINANCIAL CONTROL
Internal Financial Controls are an integral part of the management process addressingfinancial and financial reporting risks. The internal financial controls have beenembedded in the business processes. Such internal financial controls encompass policiesand procedures adopted by the Company for ensuring the orderly and efficient conduct ofbusiness including adherence to its policies safeguarding of its assets prevention anddetection of frauds and errors the accuracy and completeness of accounting records andthe timely preparation of reliable financial information. Appropriate review and controlmechanisms are built in place to ensure that such control systems are adequate and areoperating effectively.
The Company's Internal Audit is conducted by Rajesh Suresh Jain & AssociatesChartered Accountant Internal Auditors of the Company. The
Internal Auditors independently evaluate the adequacy of internal controls and reviewsmajor transactions. The Internal Auditors report directly to the Audit Committee to ensurecomplete independence.
PARTICULARS OF LOANS. GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE COMPANIES ACT.2013 The provisions of Section 186 is not applicable on the Company as pursuant tosub-section (11) of Section 186 the Company is exempted. PARTICULARS OF CONTRACTS ORARRANGEMENTS WITH RELATED PARTIES
The particulars of contracts or arrangements entered into by the Company during thefinancial year 2017-18 with related parties referred to in sub-section (1) of Section 188of the Companies Act 2013 and as required to be disclosed as per Section 134 (3) (h) aregiven in Form AOC-2 (Annexure -A) attached with this report. Your Company has takennecessary approvals as required by Section 188 read with Companies (Meetings of Board andits Powers) Rules 2014 from time to time. CORPORATE SOCIAL RESPONSIBILITY INITIATIVES Theprovisions of section 135 of the Act with regard to Corporate Social Responsibility (CSR)are at present not applicable on the Company. CONSERVATION OF ENERGY. TECHNOLOGYABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO The information relating to theConservation of Energy and Technology Absorption required under Rule 8(3) (A) and 8(3) (B)of Companies (Accounts) Rules 2014 are not applicable to the Company due to the verynature of the industry in which it operates. During the year under review there were noforeign exchange earnings (Previous Year-Nil) and outgo (Previous Year-Nil) respectively.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
The current composition of the Board of Directors of your Company is as
Ms. Shipra Kamra resigned from the post of Company Secretary and Compliance Officerw.e.f. 12.05.2018. Further the Board of Directors at its meeting held on 27thJuly2018 appointed Mrs. Neetika Mathur as a Company Secretary and Compliance Officer withimmediate effect. Retire by Rotation
In terms of Section 152 (6) of the Companies Act 2013 the Board of
Directors of the Company recommends the reappointment of Mr. Arun Kumar Garg asDirector of the Company who is liable to retire by rotation at the forthcoming AnnualGeneral Meeting and being eligible offers himself for re-appointment.
EVALUATION OF DIRECTORS. COMMITTEE AND BOARD
Pursuant to the provisions of the Companies Act 2013 and SEBI (LODR) Regulations2015 the Board of Directors has carried out evaluation of its own performance itscommittees and individual directors. The evaluation process has been explained in thereport on Corporate Governance which forms part of this Annual Report.
Also the Independent Directors at their meeting reviewed the performance of theBoard its Chairman and Non-Executive Directors of the Company. NUMBER OF MEETINGS OF THEBOARD OF DIRECTORS The meetings of the Board are scheduled at regular intervals to decideand discuss on the business performance policies strategies and other matters ofsignificance. The schedule of the meetings are circulated in advance to ensure properplanning and effective participation in meetings. Detailed information regarding themeetings of the board are included in the report on Corporate Governance which forms partof the Annual Report. Five (5) Board meetings were held during the financial year 2017-18DECLARATION BY INDEPENDENT DIRECTORS Pursuant to the provisions of Section 149(7) of theCompanies Act 2013 and Regulation 16(1 )(b) of the SEBI (LODR) Regulations 2015 theCompany has received individual declarations from all the Independent Directors whosenames are appended herein below confirming that they fulfill the criteria of independenceas prescribed under Section 149(6) of the Companies Act 2013 and the rules made thereunder to hold the office of Independent Director of the Company for the financial yearended March 31 2018.
1. Mr. Varun Saihgal
2. Mr. Kuldeep Kumar Gupta
3. Mr. Ravindra Singh
There has been no change in the circumstances which may affect their status asIndependent Director during the financial year under review. FAMILIARIZATION PROGRAMME FORTHE INDEPENDENT DIRECTORS
The familiarization programme for Independent Directors is available on the website ofthe Company under the weblink: http://bbinvestments.in/Upload/FAMILIARISATION PROGRAMME FOR I.D.pdf. PARTICULARS OF EMPLOYEES AND REMUNERATION
(A) 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 CompaniesAct 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 is not applicable on the Company.
(B) The statement containing particulars of employees as required under Section 197(12)of the Companies Act 2013 read with Rule 5(1) and Rule 5 (3) of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 forms part of thisreport named as Annexure-B. In terms of Section 136 of the Companies Act 2013 the same isopen for inspection at the Registered Office of the Company. Copies of this statement maybe obtained by the members by writing to the Company Secretary.
(C) There are no employees employed throughout the financial year and in receipt ofremuneration of Rs. 60 lacs or more or employed for part of the year and in receipt ofRs. 5 lacs or more a month to be reported under Rule 5(2) of the Companies (Appointmentand Remuneration of Managerial Personnel) Rules 2014.
POLICIES OF THE COMPANY NOMINATION AND REMUNERATION POLICY
The Company has formulated and adopted the Nomination and Remuneration Policy inaccordance with the provisions of Companies Act 2013 read with the rules issuedthereunder and the Listing Regulations and the same set out as Annexure-C which forms partof this report.
The Nomination and Remuneration Policy of the Company provides that the Nomination andRemuneration Committee shall formulate the criteria for appointment of ExecutiveNon-Executive and Independent Directors on the Board of Directors of the Company andpersons in the Senior Management of the Company their remuneration includingdetermination of qualifications positive attributes independence of Directors and othermatters as provided under sub-section (3) of Section 178 of the Companies Act 2013(including any statutory modification(s) or re-enactment(s) thereof for the time being inforce).
The Nomination and Remuneration Policy can be accessed on the website of the Company (www.bbinvestments.in).
RISK MANAGEMENT POLICY
The Board of Directors of the Company has approved Risk Management Policy andGuidelines wherein all material risks faced by the Company are identified and assessed.Moreover in the said Risk Management Policy the Board has defined the structured approachto manage uncertainity cultivating the same in their decision making pertaining to allbusiness divisions and corporate functions. For each of the risks identifiedcorresponding controls are assessed and policies and procedures are put in place formonitoring mitigating and reporting on periodic basis. VIGIL MECHANISM/ WHISTLE BLOWERPOLICY Pursuant to the provisions of Section 177 of the Companies Act 2013 a VigilMechanism Policy" for Directors and employees of the Company is in place to reporttheir genuine concern of any violations of legal or regulatory requirements incorrect ormisrepresentation of any financial statements and reports etc. During the financial yearunder review no employees has been denied access to the Chairman of the Audit Committee.Also whistle blower complaints if any and their redressal are discussed at the meetingof Audit Committee of the Board. During the financial year under review no suchcomplaints were received.
Your company has maintained Vigil Mechanism/Whistle Blower Policy and posted its policyon the website www.bbinvestments.in COMMITTEES OF THE BOARD AUDIT COMMITTEE:
An Audit Committee as constituted by the Board of Directors of the Company inaccordance with the provisions of Section 177 of the Companies Act 2013 and Regulation18 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015comprises of following Directors namely:
All recommendations made by the Audit Committee during the financial year under reviewwere accepted by the Board. The terms of reference of audit Committee and other detailsare included in the Corporate Governance Report.
NOMINATION & REMUNERATION COMMITTEE:
The Nomination and Remuneration Committee fNRC') as constituted by the Board ofDirectors of the Company in accordance with the provisions of Section 178(3) of theCompanies Act 2013 and Regulation 19 of the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 comprises of:
Further the NRC has formulated necessary policy on appointment and remunerationincluding criteria for determining qualifications positive attributes independence of aDirector. The details of "Nomination and Remuneration Policy" are explained inthe Report on Corporate Governance along with the other details which forms part of thisAnnual Report. STAKEHOLDERS RELATIONSHIP COMMITTEE:
The Stakeholder Relationship Committee (SRC') as constituted by the Board ofDirectors of the Company in accordance with the provisions of Section 178 of theCompanies Act 2013 and Regulation 20 of the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 comprises of:
The detailed terms of reference and other information about the committee has beenprovided in the Corporate Governance Report.
M/s G.C. Agarwal & Associates Chartered Accountants (Firm Registration No.:017851N) were appointed as Auditors of the Company for a term of 5 consecutive years atthe Annual General Meeting held on 24<h August 2017.
ACCOUNTING STANDARDS FOLLOWED BY THE COMPANY
The Financial Statements of the Company have been prepared in accordance with theGenerally Accepted Accounting Principles in India ("Indian GAAP") to comply withthe Accounting Standards specified under Section 133 of the Act read with Rule 7 of theCompanies (Accounts) Rules 2014 and the relevant provisions of the Act and the Guidelinesprescribed by the RBI as applicable.
The observations and comments given in the Auditors' Report read together with notes toaccounts are self -explanatory and do not call for any further information and explanationunder Section f34 (3)(f) of the Companies Act 2013.
SECRETARIAL AUDITORS AND THEIR REPORT
Pursuant to the provisions of Section 204 of the Companies Act 2013 and the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 your Company hasappointed M/s. Kavita Pamnani & Associates a firm of Company Secretaries in PracticeDelhi (Membership No. FCS-6288& CP No. 11099) as its Secretarial Auditor to conductthe secretarial audit of the Company for the financial year 2017-18.
The Report on Secretarial Audit for the financial year 2017-18 in Form MR-3 asAnnexure-D forms integral part of this Annual Report. There is no qualificationsreservation or adverse remarks made by Secretarial Auditors in their Report.
TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND
(A) TRANSFER OF UNPAID/UNCLAIMED DIVIDEND
Pursuant to the provisions of Section 124(5) of the Companies Act 2013 your Companyhas transferred Rs. 180313.20/- during the year to the Investor Education and ProtectionFund. This amount was lying unclaimed/ unpaid with the Company for a period of 7 (Seven)years after declaration of dividend for the financial year ended 2009-10.
(B) TRANSFER OF SHARES UNDERLYING UNCLAIMED/UNPAID DIVIDEND
In Pursuance of the provisions of Section 124(6) of the Companies Act 2013 and theIEPF (Accounting Audit Transfer and Refund) Rules 2016 notified on 07thSeptember 2016 in addition to the transfer of amount of unclaimed/unpaid dividend forfinancial year 2009-10 the underlying shares are also due for transfer to IEPF Authorityin case the dividend of further 7 (Seven) continuous years i.e. from 2010-11 onwards alsounclaimed in those cases.
This was in pursuance of the recent enforcement of Section 124(6) of the Companies ACT2013 and the Investor Education and Protection Fund Authority (Accounting Audit Transferand Refund) Rules 2016 which required every Company to mandatorily transfer to IEPF theunderlying shares in respect of which unclaimed/unpaid dividend has been transferred toIEPF and for which the dividend has still remained unpaid or unclaimed for a consecutiveperiod of next 7 (Seven) years.
Individual reminders have been sent to concerned shareholders advising them to encashtheir dividend and the complete list of such shareholders whose shares are due fortransfer to the IEPF is also placed on the website of the Company i.e. www.bbinvestments.in.
The Company In Compliance With The Aforesaid Provisions And The Rules Has Transferred217551 Equity Shares Having Face Value Of Rs. 10/- Each belonging to 743 shareholdersunderlying the unclaimed dividends considering the final dividend declared for theFinancial Year 2009-10 as the base.
Members May Note That The Dividend And Shares Transferred To The IEPF Can Be ClaimedBack By The Concerned Shareholders From The IEPF Authority After Complying With TheProcedure Prescribed Under The Rules.
EXTRACT OF ANNUAL RETURN
Pursuant to the provisions of Section 134 (3) (a) of the Companies Act 2013 theExtract of the Annual Return for the financial year ended March 31 2018 made under theprovisions of Section 92 (3) of the Companies Act 2013 read with Rule 12 of the Companies(Management and Administration) Rules 2014 is attached as Annexure-E which forms partof this report.
DISCLOSURE OF SEXUAL HARRASSMENT OF WOMAN AT WORKPLACE /PREVENTION. PROHIBITION ANDREDRESSAL1 ACT- 2013
The Company does not fall in requirements of the Sexual Harassment of Women at theWorkplace (Prevention Prohibition & Redressal) Act 2013. No employees (permanentcontractual temporary trainees) are covered under this policy.
DIRECTORS RESPONSIBILITY STATEMENT
In terms of provisions of Section 134(3) (C) read with Section 134(5) of the CompaniesAct 2013 the Board of Directors hereby confirms that:
a. in the preparation of the annual financial statements for the year ended 31aMarch 2018 all the applicable accounting standards have been followed along with properexplanation relating to material departures if any;
b. such accounting policies have been selected and applied consistently and theDirectors have made judgments and estimates that are reasonable and prudent so as to givea true and fair view of the state of affairs of the Company as at March 31 2018 and ofthe profit and loss of the company for the year ended on that date;
c. proper and sufficient care has been taken for the maintenance of adequate accountingrecords in accordance with the provisions of this Act for safeguarding the assets of thecompany and for preventing and detecting fraud and other irregularities;
d. the annual accounts of the Company have been prepared on a going concern basis;
e. internal financial controls have been laid down to be followed by the Company andthat such internal financial controls are adequate and were operating effectively; and
f. proper systems have been devised to ensure compliance with the provisions of allapplicable laws and that such systems were adequate and operating effectively.
Your Company has complied with all the rules and regulations which are stipulated onthe corporate sector from time to time by various Statutory Authorities.
MATERIAL CHANGES AND COMMITMENT IF ANY. AFFECTING THE FINANCIAL POSITION OF THE COMPANYFROM THE END OF THE FINANCIAL YEAR AND TILL THE DATE OF THIS REPORT
No material changes and commitments which could affect the Company's Financial Positionhave occurred since the close of the financial year i.e. March 31 2018 till the date ofthis Board's Report.
Your Company is complying with all the guidelines of the Reserve Bank of India forNon-Banking Finance Company. In terms of Para 13 of the NBFC
Regulations the particulars as applicable to the Company are appended to the BalanceSheet.
NON-BANKING FINANCIAL COMPANIES AUDITORS' REPORT fRESERVE BANK! DIRECTIONS. 1998
Pursuant to the Non-Banking Financial Companies Auditors' Report (Reserve Bank)Directions 1998 a report from the statutory auditors to the Board of Directors has beenreceived by the Company.
LISTING OF EQUITY SHARES
The equity shares of the Company are listed on BSE Limited. The BSE have nation-widetrading terminals and therefore provide full liquidity to investors. The listing fee forthe year 2018-19 has already been paid.
HUMAN RESOURCE & INDUSTRIAL RELATIONS
Industrial Relations were harmonious throughout the year. The Board wishes to place onrecord their sincere appreciation to the co-operation extended by all employees inmaintaining cordial relations and their commitment towards the growth of the Company.
Your Company takes pride in all of its highly motivated officers employees andworkers who have been wholeheartedly supporting and sincerely contributing their best forthe sustained success and growth of your Company as well as maintaining harmoniousrelations throughout the Company.
Your Directors also place on reconi their sincere thanks and appreciation for thecontinuing support and assistance received from the banks government as well asnon-government authorities customers vendors and members during the period under review.
The Board would like to take this opportunity to express its gratitude to you allpartners in our enterprise for your confidence encouragement and unstinting support.