Bharat Bhushan Finance & Commodity Brokers Limited Your Directors have pleasure inpresenting the 25th Annual Report together with the Audited StandaloneFinancial Statements of your Company for the financial year ended March 312017.
The Companys financial performance for the year ended March 31 2017 along withprevious years figures are summarized below:
(Rs In Lakhs)
|Particulars ||2016-2017 ||2015-2016 |
|Total Income ||85.84 ||78.23 |
|Total Expenses ||25.31 ||26.57 |
|Profit before depreciation & Tax ||60.53 ||51.66 |
|Depreciation ||0.05 ||0.16 |
|Profit Before Tax ||60.48 ||51.50 |
|Provision for Taxation ||10.43 ||8.58 |
|Profit for the year After Tax ||50.05 ||42.92 |
RESULTS OF OPERATIONS AND THE STATE OF COMPANYS AFFAIRS
Total Income for the financial year 2016-17 was Rs. 85.84 Lakhs as compared toRs. 78.23 Lakhs in the financial year 2015-16;
Profit before Tax for the financial year 2016-17 was 60.48 Lakhs as compared toRs. 51.50 in the financial year 2015-16;
Profit after Tax for the financial year 2016-17 was 50.05 Lakhs as compared toRs. 42.92 Lakhs in the financial year 2015-16.
There is a rise of 16.60% in profit after tax in the current year as compared to lastyear.
TRANSFER TO RESERVES
The Company proposes to transfer Rs. 1001031.00/- to the Reserve Fund out of theamount available for distribution.
DIVIDEND ON EQUITY SHARES
Your Directors are pleased to recommend a Dividend @ Re.0.50 Paisa per equityshare for the year 2016-17. The proposed dividend subject to approval of shareholders inthe ensuing Annual General Meeting of the Company would result in appropriation of Rs.1690200/- and Corporate Dividend Tax of Rs.344091/-.The dividend would be payable toall those shareholders whose names appear in the Register of Members as on the BookClosure date for the Financial Year 2016-17.
Dividend if approved by shareholders in Annual General Meeting will maintain theuninterrupted profit making dividend payment record of the Company for the last 25 years.
The Register of Members and Share Transfer Books shall remain closed from Thursday 17thAugust 2017 to Thursday 24st August 2017 (both days inclusive).
The paid up Equity Share Capital as on 31St March 2017 wasRs.33804000/-. During the year under review the company has not issued any furtherShare 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 Companys relationships with its bankers continuedto be 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 2016-17.
During the year the Company has not accepted or renewed any deposit from the public ascovered under Section 73 of the Companies Act 2013 read with the Company (Acceptance ofDeposits) Rules 2014 and your Board of Directors have also passed the necessaryResolution for nonacceptance of any public deposits during the Financial Year 2017-18.INDIAN ACCOUNTING STANDARDS
Your Company shall adopt Indian Accounting Standards (Ind AS) with effectfrom April 01 2017 pursuant to Ministry of Corporate Affairs notification dated February16 2015 notifying the Companies (Indian Accounting Standards) Rules 2015. Theimplementation of IND AS in 2017 will be a major change process and the Company is wellpositioned to ensure a smooth transition.
Your Company strive to maintain high standards of Corporate Governance in all itsinteractions with its stakeholders. The Company has conformed to the Corporate Governancecode as stipulated under the SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015. The report on Corporate Governance as stipulated under Chapter IV ofSEBI (LODR) Regulations 2015 forms part of the Annual Report. The practicing CompanySecretary certificate confirming compliance with Chapter IV of SEBI (LODR) Regulations2015 also forms part of the Annual Report.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT Pursuant to Regulation 34(3) read withSchedule V (B) of the Listing Regulations a separate report on Management Discussion andAnalysis (MDA) forms part of this Annual Report.
SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANIES Your Company does not have anySubsidiary/Subsidiaries Joint Ventures and Associate Company within the meaning ofCompanies Act 2013 as at March 31 2017.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS
There are no significant and/or material orders passed by the regulators or courts ortribunals during the financial year 2016-17 impacting the going concern status of theCompany and its business operations in future. INTERNAL FINANCIAL CONTROL
The Company has laid down certain guidelines processes and structure which enablesimplementation of appropriate internal financial controls across the organization. Suchinternal financial controls encompass policies and procedures adopted by the Company forensuring the orderly and efficient conduct of business including adherence to itspolicies safeguarding of its assets prevention and detection of frauds and errors theaccuracy and completeness of accounting records and the timely preparation of reliablefinancial information. Appropriate review and control mechanisms are built in place toensure that such control systems are adequate and are operating effectively.
The Companys Internal Audit is conducted by Rajesh Suresh Jain & AssociatesChartered Accountant Internal Auditors of the Company. The Internal Auditorsindependently evaluates the adequacy of internal controls and reviews major transactions.The Internal Auditors reports directly to the Audit Committee to ensure completeindependence.
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 in 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 2016-17 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 The provisions of section 135 of the Actwith regard to Corporate Social Responsibility (CSR) are at present not applicable on theCompany. CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS ANDOUTGO The information relating to the Conservation of Energy and Technology Absorptionrequired under Rule 8(3) (A) and 8(3) (B) of Companies (Accounts) Rules 2014 are notapplicable to the Company due to the very nature of the industry in which it operates.During the year under review there were no foreign 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 under:
|NAME OF DIRECTOR ||DESIGNATION ||DATE OF APPOINTMENT |
|Mr. Vijay Bhushan ||Non-Executive Director ||03.06.1992 |
|Mrs. Nisha Ahuja ||Non-Executive Director ||03.06.1992 |
|Mr. Jogesh Chander Ahuja ||Non-Executive Director ||29.01.1998 |
|Mrs. Sant Kumari Agrawal ||Non-Executive Director ||29.01.1998 |
|Mr. Arun Kumar Garg ||Non-Executive Director ||26.07.2012 |
|Mr. Kuldeep Kumar Gupta ||Non-Executive & Independent Director ||28.01.2010 |
|Mr. Varun Saihgal ||Non-Executive & Independent Director ||21.05.2013 |
|Mr. Ravindra Singh ||Non-Executive & Independent Director ||12.06.2008 |
Key Managerial Personnel
|NAME OF PERSON ||DESIGNATION ||DATE OF APPOINTMENT |
|Mr. Satish Aggarwal ||Chief Financial Officer ||16.07.2014 |
|Ms. Shipra Kamra ||Company Secretary ||11.05.2016 |
Mr. Satish Aggarwal has ceased to the Manager of the Company w.e.f. 04.02.2017.Further the Board of Directors at its meeting held on 04 February 2017 subject to theapproval by shareholders at 25th AGM has appointed Mrs. Sandhya Jhalani as the Manager ofthe Company with immediate effect.
Retire by Rotation
In terms of Section 152 (6) of the Companies Act 2013 the Board of Directors of theCompany recommends the reappointment of Mrs. Sant Kumari Agrawal as Director of theCompany who is liable to retire by rotation at the forth coming Annual General Meetingand being eligible offers herself 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 THE BOARD OF DIRECTORS
The meetings of the Board are scheduled at regular intervals to decide
and 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 this Annual Report. DECLARATION BY INDEPENDENT DIRECTORS Pursuant to the provisions ofSection 149(7) of the Companies Act 2013 and Regulation 16(1)(b) of the ListingRegulations the Company has received individual declarations from all the IndependentDirectors whose names are appended herein below confirming that they fulfill thecriteria of independence as prescribed under Section 149(6) of the Companies Act 2013 andthe rules made there under to hold the office of Independent Director of the Company forthe financial year ended March 31 2017.
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 PROGRAMMEFOR I.D.pdf.
PARTICULARS OF EMPLOYEES AND REMUNERATION
(A) The ratio of the remuneration of each director to the median employeesremuneration 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 apart of this report. The Nomination and Remuneration Policy of the Company provides thatthe Nomination and Remuneration Committee shall formulate the criteria for appointment ofExecutive Non-Executive and Independent Directors on the Board of Directors of theCompany and persons 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 theCompany(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 a structured approach tomanage uncertainty 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 BLOWER POLICY Pursuant to provision of section 177 of theCompanies Act 2013 a "Vigil Mechanism Policy" for Directors and employees ofthe Company is in place to report their genuine concern of any violations of legal orregulatory requirements incorrect or misrepresentation of any financial statements andreports etc. During the financial year under review no employee has been denied access tothe Chairman of the Audit Committee. Also Whistler blower complaints if any and theirredressal are discussed at the meeting of Audit Committee of the Board. During thefinancial year under review no such complaints were received.
Your Company has maintained Vigil Mechanism/ Whistle Blower Policy and posted itsPolicy on 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:
|Name of the Member ||Category |
|Mr. Kuldeep Kumar Gupta (Chairman) DIN:00915376 ||Non-Executive & Independent Director |
|Mr. Vijay Bhushan (Member) DIN:00002421 ||Non-Executive Director |
|Mr. Ravindra Singh (Member) DIN:00429417 ||Non-Executive & Independent Director |
|Mr. Varun Saihgal (Member) DIN:06512573 ||Non-Executive & Independent Director |
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 (NRC) as constituted by the Boardof Directors 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:
|Name of the Member ||Category |
|Mr. Varun Saihgal (Chairman) DIN:06512573 ||Non-Executive & Independent Director |
|Mr. Ravindra Singh (Member) DIN:00429417 ||Non-Executive & Independent Director |
|Mrs. Nisha Ahuja (Member) DIN:00001875 ||Non-Executive Director |
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:
|Name of the Member ||Category |
|Mrs. Nisha Ahuja (Chairperson) DIN: 00001875 ||Non-Executive Director |
|Mr. Jogesh C. Ahuja (Member) DIN: 00650258 ||Non-Executive Director |
|Mr. Varun Saihgal (Member) DIN:06512573 ||Non-Executive & Independent Director |
The detailed terms of reference and other information about the committee has beenprovided in the Corporate Governance Report.
AUDITORS STATUTORY AUDITOR
As per the provisions of Section 139 of the Companies Act 2013 and the Rules madethereunder the Audit Committee have proposed and the Board of Directors of the Companyhas recommended the appointment of M/s G.C. Agarwal & Associates CharteredAccountants (Firm Registration No. : 017851N) as the statutory auditors of the Company.M/s G.C. Agarwal & Associates will hold office for a period of five consecutive yearsfrom the conclusion of the 25th Annual General Meeting of the Companyscheduled to be held on 24th August 2017 till the conclusion of the 30thAnnual General Meeting to be held in the year 2022 subject to the approval of theshareholders of the Company. The first year of audit will be of the financial statementsfor the year ending 31st March 2018 which will include the audit of thequarterly financial statement for the year.
A certificate from the proposed Auditors have been received to the effect that theirappointment if made would be within te prescribed limits under Section 141(3)(g) of theCompanies Act 2013.
ACCOUNTING STANDARDS FOLLOWED BY THE COMPANY The Financial Statements of the Companyhave been prepared in accordance with the Generally Accepted Accounting Principles inIndia ("Indian GAAP") to comply with the Accounting Standards specified underSection 133 of the Act read with Rule 7 of the Companies (Accounts) Rules 2014 and therelevant provisions of the Act and the Guidelines prescribed by the RBI as applicable.
The observations and comments given in the Auditors Report read together withnotes to accounts are self -explanatory and do not call for any further information andexplanation under Section 134 (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 hasre-appointed M/s. Kavita Pamnani & Associates a firm of Company Secretaries inPractice Delhi (Membership No. FCS-6288 & CP No. 11099) as its Secretarial Auditorto conduct the secretarial audit of the Company for the financial year 2016-17.
The Report on Secretarial Audit for the financial year 2016-17 in Form MR-3 asAnnexure-D forms integral part of this Annual Report. There has been no qualificationsreservation or adverse remarks made by Secretarial Auditors in their Report.
TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND (A) TRANSFER OF UNPAID/UNCLAIMEDDIVIDEND
Pursuant to the provisions of Section 124(5) of the Companies Act
2013 your Company has transferred Rs. 174574.00/- during the year to the InvestorEducation and Protection Fund. This amount was lying unclaimed/unpaid with the Company fora period of 7 (Seven) years after declaration of dividend for the financial year ended2008-09.
(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 2008-09 the underlying shares are also due for transfer to IEPF Authorityin case the dividend of further 7 (Seven) continuous years i.e. from 2009-10 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 toIEPFand for which the dividend has still remained unpaid or unclaimed for a consecutiveperiod of next 7 (Seven) years. Individual reminders have been sent to concernedshareholders advising them to encash their dividend and the complete list of suchshareholders whose shares are due for transfer to the IEPF is also placed on the websiteof the Company i.e. www. bbinvestments.in. MCA on April 27 2017 via General Circular No.03/2017 came up with clarification on "Transfer of Shares to IEPF Authority"the key highlights of which are:
the IEPF Authority shall open a special demat account with National SecuritiesDepository Limited (NSDL);
NSDL to prescribed the file formats and operational procedures for transfer ofshares to special demat account of the IEPF Authority by April 30 2017 and May 31 2017respectively;
the due date for transfer of such shares by your Company is May 31 2017.
However as per the latest development MCA via General Circular No. 05/2017 dated May16 2017 notified that the aforementioned Circular no. 03/2017 stands withdrawn withimmediate effect and further stated that fresh instructions on the matter to be issued indue course of time.
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 2017 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 ANDREDRESSAL) 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 31stMarch 2017 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 2017 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.
Our Company has complied with all the rules and regulations which are stipulated on thecorporate 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 Companys FinancialPosition have occurred since the close of the financial year i.e. March 31 2017 till thedate of this Boards 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 particularsas applicable to the Company are appended to the Balance Sheet.
NON-BANKING FINANCIAL COMPANIES AUDITORS REPORT (RESERVE 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 2017-18 has already been paid. HUMAN RESOURCE & INDUSTRIAL RELATIONSIndustrial 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 record 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.
| ||Sd/- ||Sd/- |
| ||NISHA AHUJA ||VIJAY BHUSHAN |
|Place : New Delhi ||DIRECTOR ||DIRECTOR |
|Date :13th July. 2017 ||(DIN : 00001875) ||(DIN : 00002421) |