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Bharat Bhushan Finance & Commodity Brokers Ltd.

BSE: 511501 Sector: Financials
NSE: N.A. ISIN Code: INE900A01013
BSE 00:00 | 22 May 12.35 -0.50
(-3.89%)
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12.35

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NSE 05:30 | 01 Jan Bharat Bhushan Finance & Commodity Brokers Ltd
OPEN 12.35
PREVIOUS CLOSE 12.85
VOLUME 59
52-Week high 20.20
52-Week low 9.52
P/E 30.12
Mkt Cap.(Rs cr) 4
Buy Price 12.35
Buy Qty 173.00
Sell Price 13.10
Sell Qty 51.00
OPEN 12.35
CLOSE 12.85
VOLUME 59
52-Week high 20.20
52-Week low 9.52
P/E 30.12
Mkt Cap.(Rs cr) 4
Buy Price 12.35
Buy Qty 173.00
Sell Price 13.10
Sell Qty 51.00

Bharat Bhushan Finance & Commodity Brokers Ltd. (BHARATBHUSHAN) - Director Report

Company director report

To

The Members

Bharat Bhushan Finance & Commodity Brokers Limited Your Directors have pleasure inpresenting the 27th Annual Report together with the Audited StandaloneFinancial Statements of your Company for the financial year ended March 312019.

FINANCIAL PERFORMANCE HIGHLIGHTS

The Company's financial performance for the year ended March 31st 2019 along withprevious year's figures are summarized below:

(Rs. In Lakhs)

Particulars 2018-19 2017-18
Total Income 106.65 103.33
Total Expenses 29.61 28.55
Profit before depreciation & Tax 77.04 74.79
Depreciation 0.00 0.00
Profit Before Tax 77.04 74.79
Provision for Taxation 14.87 15.28
Profit After Tax 62.16 59.51

RESULTS OF OPERATIONS AND THE STATE OF COMPANY'S AFFAIRS

• Total Income for the financial year 2018-19 is Rs. 106.65 Lakhs as compared toRs. 103.33 Lakhs in the financial year 2017-18;

• Profit before Tax for the financial year 2018-19 is Rs. 77.04 Lakhs as comparedto Rs. 74.79 in the financial year 2017-18;

• Profit after Tax for the financial year 2018-19 is 62.16 Lakhs as compared toRs. 59.51 Lakhs in the financial year 2017-18.

There is a rise of 3.01% in Profit Before Tax and a rise of 4.45% in profit after taxin the current year as compared to last year.

TRANSFER TO RESERVES

The Company proposes to transfer Rs. 1243280.00/- to the Reserve Fund out of theamount available for distribution.

DIVIDEND ON EQUITY SHARES

Your directors are pleased to recommend a Dividend at the rate of 6% i.e. Rs. 0.60Paisa per equity share for the financial year 2018-19. The proposed dividend subject toapproval of shareholders in the ensuing Annual General Meeting of the Company.

The above dividend of 6% would require an appropriation of Rs. 2028240/ - and aCorporate Dividend Tax of Rs. 416911 /-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 2018-19. The above proposed dividend if approved by shareholders inAnnual General Meeting will result in maintaining the uninterrupted profit making dividendpayment record of the Company for the last 25 years.

The Register of Members and Share Transfer books shall remain closed from Friday 20thSeptember 2019 to Friday 27th September 2019 (both days inclusive).

SHARE CAPITAL

The paid up Equity Share Capital as on 31St March 2019 was Rs.33804000/-During the year under review the company has not issued any further Share Capital.

FINANCE

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 2018-19.

PUBLIC DEPOSITS

Your Company has not accepted or renewed any deposit from the public as covered underSection 73 of the Companies Act 2013 read with the Companies (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 2019-20.

COST RECORDS AND COST AUDIT

Maintenance of cost records and requirement of cost audit as prescribed under theprovisions of section 148(1) of the Companies Act 2013 are not applicable for the businessactivities carried out by the Company.

CORPORATE GOVERNANCE

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 includetransparency accountability and independence. The Company strives to maintain highstandards of Corporate Governance in all its interactions with its stakeholders. TheCompany has compliedwith 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 31st 2019.

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 2018-19 which have an impact on the going concern status andcompany's operations in future.

MATTER RELATING TO NATIONAL SPOT EXCHANGE LTD.

The Company had received a Show Cause Notice under Regulation 25(1) of SEBI(Intermediaries) Regulations 2008 from Securities and Exchange Board of India (SEBI)regarding the trades done on National Spot Exchange Limited (NSEL). The Company had tradedfrom 01.07.2011 (2011-12) to 31.07.2013 (2013-14). We have duly replied to SEBI on theissues raised by them in their show cause notice.

SEBI has also filed a criminal complaint against 300 brokers including us for tradingon NSEL with Economic Offence Wing (EOW) Mumbai. The Company has submitted the requiredinformation to EOW.

INTERNAL FINANCIAL CONTROL

Internal Financial Controls are an integral part of the management process

addressing financial and financial reporting risks. The internal financial controlshave been embedded in the business processes. Such internal financial controls encompasspolicies and procedures adopted by the Company for ensuring the orderly and efficientconduct of business including adherence to its policies safeguarding of its assetsprevention and detection of frauds and errors the accuracy and completeness of accountingrecords and the timely preparation of reliable financial information. Appropriate reviewand control mechanism are built in place to ensure that such control systems are adequateand are operating effectively.

The Company's Internal Audit is conducted by Rajesh Suresh Jain & AssociatesChartered Accountant Internal Auditors of the Company. The Internal Auditorsindependently evaluate the adequacy of internal controls and reviews major transactions.The Internal Auditors report 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 pursuant tosub-section (11) of Section 186 the Company is exempted.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

The particulars of contracts or arrangements entered into by the Company during thefinancial year 2018-19 with related parties referred to in subsection (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 Act with regard to Corporate SocialResponsibility (CSR) are at present not applicable on the Company.

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

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:

S.NO. NAME OF DIRECTOR DESIGNATION DATE OF APPOINTMENT DATE OF CESSATION
1. Mr. Vijay Bhushan Non-Executive Director 03.06.1992
2. Mrs. Nisha Ahuja Non-Executive Director 03.06.1992
3. Late Mr. Jogesh Chander Ahuja Non-Executive Director 29.01.1998 30.06.2019
4. Mrs. Sant Kumari Agrawal Non-Executive Director 29.01.1998
5. Mr. Arun Kumar Garg Non-Executive Director 26.07.2012
6. Mr. Kuldeep Kumar Gupta Non-Executive & Independent Director 28.01.2010
7. Mr. Varun Saihgal Non-Executive & Independent Director 21.05.2013
8. Mr. Ravindra Singh Non-Executive & Independent Director 12.06.2008

Key Managerial Personnel

S.NO. NAME OF PERSON DESIGNATION DATE OF APPOINTMENT
1. Mr. Satish Aggarwal Chief Financial Officer 04.02.2017
2. Mrs. Sandhya Jhalani Manager 04.02.2017
3. Mr. Piyush Kumar Company secretary 30.01.2019

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. Further Mrs. Neetika Mathur resigned from the post of Company Secretaryand Compliance Officer w.e.f 25.01.2019 and the Board of Directors at its meeting held of30th January 2019 appointed Mr. Piyush Kumar as a Company Secretary andCompliance Officer with immediate effect.

SAD DEMISE OF DIRECTOR

We regret to inform you of the sudden and sad demise of Mr. Jogesh Chander Ahuja (DIN:00650258) Non-Executive Director of the Company on Sunday 30th June 2019. Mr. JogeshChander Ahuja played crucial roles throughout his long association with the Company. Mr.Jogesh Chander Ahuja was appointed on the Board of the Company in the year 1998 and theCompany immensely benefitted from his vast experience during his tenure of Directorship.

Mr. Jogesh Chander Ahuja's sudden and unexpected passing away will be an irreparableloss to the Company and all the directors and employees of the Company convey deepsympathy sorrow and condolences to his family.

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 Agarwal (DIN: 00001877) asDirector of the Company who is liable to retire by rotation at the forthcoming AnnualGeneral Meeting and being eligible offers herself for re-appointment.

Brief resume has been attached as annexure of notice of AGM.

APPOINTMENT OF DIRECTOR

Pursuant to the provision of Section 152 of the Companies Act 2013 read with rulesmade thereunder (including any statutory modification(s) and re-enactment thereof for thetime being in force) the Nomination and Remuneration Committee and Board of Directors inits meeting held on 23rd August 2019 recommended the appointment of Ms. Madhvi Ahujahaving DIN: 00001869 as Non-Executive Director of the Company in the ensuing AnnualGeneral Meeting. The Company had received the Necessary disclosures from Ms. Madhvi Ahujaregarding their appointment. Brief resume has been attached as annexure of notice of AGM.

RE-APPOINTMENT OF INDEPENDENT DIRECTORS

Mr. Varun Saihgal Mr. Kuldeep Kumar Gupta and Mr. Ravindra Singh hold office asIndependent Directors till the 24th September 2019. Mr. Varun Saihgal Mr.Kuldeep Kumar Gupta and Mr. Ravindra Singh have offered themselves for re-appointment fora second term of five consecutive years with effect from 27th September 2019 to 26thSeptember 2024.

In accordance with the provision of Section 149 of the Companies Act 2013 theIndependent Directors have given a declaration that they meet the criteria of independenceas provided in the said Section and in terms of the SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015

Brief resume has been attached as annexure of notice of AGM.

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 onthe business performance policies strategies and other matters of significance. Theschedule of the meetings are circulated in advance to ensure proper planning andeffective participation in meetings. Detailed information regarding the meetings of theboard are included in the report on Corporate Governance which forms part of the AnnualReport.Four (4) Board meetings were held during the financial year 201819

DECLARATION BY INDEPENDENT DIRECTORS

Pursuant to the provisions of Section 149(7) of the Companies Act 2013 and Regulation16(1)(b) of the SEBI (LODR) Regulations 2015 the Company has received individualdeclarations from all the Independent Directors whose names are appended herein belowconfirming that they fulfill the criteria of independence as prescribed under Section149(6) of the Companies Act 2013 and the rules made there under to hold the office ofIndependent Director of the Company for the financial year ended March 31st2019.

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 FOR THE INDEPENDENT DIRECTORS

The familiarization programme for Independent Directors is available on the website ofthe Company under the weblink:HREF="http://bbinvestments.in/">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 thesame is open for inspection at the Registered Office of the Company. Copies of thisstatement may be 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 Rupees One crore and two lakh rupees or more or employed for part of theyear and in receipt of Rupees Eight lakh and fifty thousand rupees per month or more amonth to be reported under Rule 5(2) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014.

POLICIES OF THE COMPANY NOMINATION AND REMUNERATION POLICY

The Company has amend the existing Nomination and Remuneration Policy and adopted thesame in accordance 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 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 the provisions of Section 177 ofthe Companies Act 2013 a ‘Vigil Mechanism Policy" for Directors and employeesof the 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 whistle 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 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:

S.No. Name of the Member Category
1. Mr. Kuldeep Kumar Gupta (Chairman) DIN:00915376 Non-Executive & Independent Director
2. Mr. Vijay Bhushan (Member) DIN:00002421 Non-Executive Director
3. Mr. Ravindra Singh (Member) DIN:00429417 Non-Executive & Independent Director
4. 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 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:

S.No. Name of the Member Category
1. Mr. Varun Saihgal (Chairman) DIN: 06512573 Non-Executive & Independent Director
2. Mr. Ravindra Singh (Member) DIN: 00429417 Non-Executive & Independent Director
3. 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 has been reconstituted by the Company on the meeting ofthe Board held on 23rd August 2019.

Now the Committee comprises of :

S.No. Name of the Member Category
1. Mrs. Nisha Ahuja (Chairperson) DIN:00001875 Non-Executive Director
2. Mr. Arun Kumar Garg (Member) DIN:00178582 Non-Executive Director
3. 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

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 24th 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. ‘

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 Companies Act 2013 anyinstances of fraud committed against the Company by its officers or employees the detailsof which would need to be mentioned in the Board's report.

AUDIT OBSERVATIONS

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 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 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 2018-19.

The Report on Secretarial Audit for the financial year 2018-19 in Form MR-3 as Annexure-Dforms integral part of this Annual Report. There is no qualifications reservation oradverse remarks made by Secretarial Auditors in their Report.

ANNUAL SECRETARIAL COMPLIANCE REPORT

Pursuant to Regulation 24A of SEBI (Listing Obligations and Disclosures Requirements)Regulations 2015 read with SEBI circular no. CIR/CFD/ CMD1/27/2019 dated 8th February2019 every Listed entity shall on annual basis require a check by the Practicing CompanySecretary on compliance of all applicable SEBI Regulations and circulars/guidelines issuedthereunder.

In compliance with the above mentioned regulation the Company has undertaken an auditfor the financial year 2018-19 for all applicable compliances as per Securities andExchange Board of India Regulations and Circular / Guidelines issued thereunder.

The Annual Secretarial Compliance Report has been submitted to the stock exchangewithin 60 days of the end of the financial year and also uploaded on the website of thecompany i.e. HREF="http://www.bbinvestments.in/Upload/">http://www.bbinvestments.in/Upload/Annual-Secretarial-Compliance-report-March-2019.pdf. Further such report also forms partof this Annual Report as Annexure F.

SECRETARIAL STANDARDS

The Company complies with all applicable mandatory secretarial standards issued by theInstitute of Company Secretaries of India (ICSI).

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. 186378/- 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 2010-11.

(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 2010-11 the underlying shares are also due for transfer to IEPF Authorityin case the dividend of further 7 (Seven) continuous years i.e. from 2011-12 onwards alsounclaimed in those cases.

This was in pursuance of the recent enforcement of Section 124(6) of the Companies Act2013 and theInvestor 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 had 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 Transferred23914 Equity Shares Having Face Value of Rs. 10/- Each belonging to 81 shareholdersunderlying the unclaimed dividends considering the final dividend declared for theFinancial Year 2010-11 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 2019 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 (PreventionProhibition&Redressal) Act 2013. No employees (permanentcontractual temporary trainees) are covered under this policy.

Further the requirement to constitute the Internal Complaints Committee (ICC) toresolve sexual harassment complaints are not applicable on the Company.

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 2019 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 31st2019 and of the 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.

STATUTORY COMPLIANCES

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 31st 2019 tillthe date of this Board's Report.

RBI GUIDELINES

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 2019-20 has already been paid. HUMAN RESOURCE & INDUSTRIAL RELATIONS IndustrialRelations were harmonious throughout the year. The Board wishes to place on record theirsincere appreciation to the co-operation extended by all employees in maintaining cordialrelations and their commitment towards the growth of the Company.

ACKNOWLEDGMENT

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.

For & on Behalf of the Board of Directors
For Bharat Bhushan Finance & Commodity Brokers Limited
Sd/- Sd/-
NISHA AHUJA VIJAY BHUSHAN
Place : New Delhi DIRECTOR DIRECTOR
Date :23rd August. 2019 (DIN : 00001875) (DIN : 00002421)