TO THE MEMBERS
Your Directors present before you the 33rd Annual Report of your Company on business& operations together with Audited Financial Statements and the Auditor's Report forthe year ending 31st March 2019.
Operation and Future Prospects
India has maintained a growth rate of around 7% (RBI estimates). India is one of thefastest growing among major economies of the world. The NDA Government is moving forwardwith "Vikas" as its main agenda . The initial problems with Demonetization &GST implementation are gradually reducing with lot of simplification on GSTimplementation. The organized sector is performing better on the implementation of G S T.However the unorganized sector has been very badly hit by its implementation and shalltake time to recover. Interest rates are more or less stable with an upward bias. Economymay have taken some hit becauseof global rise in crude oil prices and other national andinternational economic and political factors. The falling consu mption is a cause ofconcern for the economy. Below average monsoon mayalso a negative factor for Economy.Decrease in domestic consumption is a cause of concern to growth. However we have seencontinued investments by the Mutual Funds in the Capital Markets. The National electionshave seen a strong and decisive mandate in favour of BJP lead NDA. Mr. Narendra Modi asPrime Minister for the second term shall focus on expediting his agenda. It is expected ofhim to tackle the issues in hand by creating policies to leave hig her disposable incomein the hands of lower and middle income bracket to aggressively fight against terrorismto boost global trade in favourofthe country with the geopolitical status of the countrygetting stronger over time. Defense and Infrastructure sector is likely to get big boost.Steps to increase domestic consumption should be an priority. RBI has projected a growthrate of 72% in the economy in the current year. Positive actions by the Govt on variousfronts may result in good sentiments and the foreign investors will continue invest inIndian stocks. The "Nifty & Sensex" are at life time high levels. We expectthe markets to move positively butshall remain volatile and consolidate in times to come.Financial Results
The financial performance of the Company for the year ended 31 st March 2019 issummarized below:
|PARTICULARS || |
| ||Year Ended 31/03/2019 ||Year Ended 31/03/2018 ||Year Ended 31/03/2019 ||Year Ended 31/03/2018 |
| ||(र. In Lacs) ||(र. In Lacs) ||(र. In Lacs) ||(र. In Lacs) |
|Gross Income ||1871.06 ||1253.50 ||1879.69 ||1258.37 |
|Profit Before Interest & Depreciation ||1451.08 ||367.22 ||1454.29 ||366.86 |
|Finance Charge ||6.13 ||4.96 ||6.13 ||4.96 |
|Gross Profit ||1444.95 ||362.26 ||1448.16 ||361.90 |
|Provision for Depreciation ||9.28 ||13.11 ||9.31 ||1321 |
|Net Profit Before Tax ||1435.67 ||349.15 ||1438.85 ||348.69 |
|Provision for Tax ||77.72 ||60.54 ||77.72 ||60.54 |
|Minority Interest || |
|- ||(1.37) ||(0.20) |
|Profit from Associate || |
|- ||23.31 ||42.66 |
|Net Profit After Tax ||1357.95 ||288.61 ||1383.06 ||330.60 |
|Balance of Profit Brought Forward ||455.85 ||998.91 ||695.71 ||1196.78 |
|MatCredit Entitlement ||77.91 ||61.42 ||77.91 ||61.42 |
|Balance available for appropriation ||1891.71 ||1348.94 ||2156.68 ||1588.80 |
|Proposed Dividend on Equity Shares ||200.00 ||150.00 ||200.00 ||150.00 |
|Taxon Proposed Dividend ||40.72 ||30.71 ||40.72 ||30.71 |
|Adjustments Earlier Years ||2.67 ||53.59 ||5.12 ||53.59 |
|Transfer to Reserve ||871.59 ||658.79 ||871.60 ||658.79 |
|Surplus carried to Balance Sheet ||776.73 ||455.85 ||103994 ||695.71 |
The Board of Directors have recommended payment of dividend of Re. 21- perequity share of face value of Rs. 10/- each for the financial year ended on 31 st March2019.
TRANSFER OF UNCLAIMED DMDENDTOINVESTOR EDUCATION AND PROTECTION FUND (IEPF)
Pursuantto the provisions of Section 124(5) of the Companies Act 2013 dividend whichremains unpaid or unclaimed for a period of seven years from the date of its transfer tounpaid dividend is required to be transferred by the Company to Investor Education andProtection Fund (IEPF) established by the Central Government under the provisions ofSection 125 of the Companies Act 2013. The amountto be transferred to Investor Educationand Protection Fund (lEPF)before the cut off date isRs. 121251.20/-(F.Y. 2011-12) whichshall be deposited by 26th of September 2019. NUMBER OF BOARD MEETINGS HELD
The Board of Directors met4 (Four) times i.e 26.05.201828.07.201810.11.2018& 02.02.2019 during this financial year.
SUBSIDIARY COMPANY & INVESTMENTS
BNK Commodities Private Limited a subsidiary of your company is a member of MultiCommodity Exchange of India Ltd (MCX). Your Company along with its subsidiaries and itsAssociate Companies is offering complete financial solutions including trading insecurities commodities and their derivatives currency derivatives Depository services& Category I Merchant Bankers. The Form AOC-1 is enclosed asa part of this reportinAnnexure A.
The Company has not accepted any Fixed Deposits during the year.
In accordance with the provisions of the Companies Act 2013 and the Articles ofAssociation of the Company Dr. Ajit Khandelwal (DIN: 00416445) Director of the Companyretire by rotation at the conclusion of the forthcoming Annual General Meeting and beingeligible offer himself for reappointment.
Dr. Khandelwal's tenure as Managing Director expired on 31.03.2019. The Boardreappointed him as Managing Director fora period of another of 3 years ending 31.03.2022at the terms and condition set out in the Annexure to the notice of Annual GeneralMeeting.
Shri Murari Lai Khetan (DIN: 00009187) was appointed as an additional director(Independent) on 8th May 2019. His term of office expires on the conclusion of theforthcoming Annual General Meeting. The Company has received a notice from a memberproposing him as an Independent Director of the Company. It is proposed to appoint him anIndependent Director for a period of 5 year ending on the conclusion of 38th AnnualGeneral Meeting.
The brief resume of the Directors seeking appointment/ re-appointment in theforthcoming Annual General Meeting in pursuance of Regulation 36(3) Of SEBI (ListingObligationsAnd Disclosure Requirements) Regulations 2015 is annexed to the Notice ofAnnual General Meeting.
Their appointment has to be made/oonfirmed at Annual General Meeting. The Boardrecommends passing of the resolutions regarding their appointment/re-appointment.
Our Director Shri Purnabrata Brahmachari joined the Board on 20th October 1993. Overa period of 26 years he has continuously guided and advised the Board. His tenure ofDirectorship ends at the conclusion of forthcoming Annual General Meeting. As per thesub-sections (10) and (11) of Section 149 of the Companies Act 2013 & LODR he has toretire from office ofthe Director. Your Directors convey their gratitude and thank him forhis invaluable contribution made for over past 26 years. We wish him good health in timesto come.
All Independent Directors have provided declarations that they meetthe criteria ofindependence as laid down u/s 149(6) ofthe Companies Act 2013 & Regulation 16(1)(b)ofthe SEBI (Listing Obligations & Disclosure Requirements) Regulations 2015.
i) Statutory Auditors
M/s. Santosh Choudhary & Associates Chartered Accountants (Registration No.323720E) were appointed Statutory Auditors of the Company at its 31 st Annual GeneralMeeting held on 26th August 2017 for a period of 5 Consecutive Annual General Meetingsubject to ratification of shareholders every year. It is proposed to ratify theirappointment as Statutory Auditors of the Company to hold office from the conclusion ofthis Annual General Meeting till the conclusion of the next Annual General Meeting of theCompany at such remuneration as may be fixed by the Board of Directors of the Company.Necessary resolution in this connection is proposed in the notice for the forthcomingannual general meeting for consideration of shareholders.
ii) Secretarial Auditor
According to the provisions of Section 204 ofthe Companies Act. 2013 read with Section179(3)(k) read with Rule 8(4) ofthe Companies (Meeting of Board and its Powers) Rules2014 the Secretarial Audit Report submitted by the Company Secretary in Practice isenclosed asa part of this report in Annexure B.
CORPORATE GOVERNANCE & MANAGEMENT DISCUSSION AND ANALYSIS REPORT
Your Directors re-affirm their commitment to the Corporate Governance standardsprescribed by Securities and Exchange Board of India codified as per the applicableregulations read with Schedule V of Securities and Exchange Board of India (ListingObligation And Disclosure Requirements) Regulation 2015 with Stock Exchanges CorporateGovernance and Management Discussion and Analysis Report as well as Corporate Governancecompliance certificate by Auditor are set out in separate Annexure to this report.
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to Section 134(5) of the Companies Act 2013your Directors confirm:
i) Thatin the preparation of the Annual Accounts the applicable accounting standardshad been followed;
ii) That they have selected such accounting policies and applied them consistently andmade judgments and estimates that are reasonable and prudent so as to give a true and fairview of the state of affairs of the Company at the end of the financial year and of theprofit of the Companyforthat period;
iii) That they have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013 forsafeguarding the assets ofthe Company and for preventing and detecting fraud and otherirregularities;
iv) That they have prepared the Annual Accounts on a 'Going Concern' basis.
v) That they have laid down internal financial controls in the Company that areadequate and were operating effectively.
vi) That they have devised proper systems to ensure compliance with the provisions ofall applicable laws and these are adequate and are operating effectively.
INTERNAL FINANCIAL CONTROL
The Board of Directors (Board) has devised systems policies and procedures /frameworks which are currently operational within the Company for ensuring the orderlyand efficient conduct of its business which includes adherence to Company's policiessafeguarding assets of the Company prevention and detection of frauds and errorsaccuracy and completeness of the accounting records and timely preparation of reliablefinancial information. In line with best practices the Audit Committee and the Boardreviews these internal control systems to ensure they remain effective and are achievingtheir intended purpose. Where weaknesses if any are identified as a result of thereviews new procedures are put in place to strengthen controls. These controls are inturn reviewed at regular intervals.
CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGO
The Company being in the service sector conservation of energy and technologyabsorption as specified under section 134(3)(m) of the Companies Act 2013 read with rule8 of the Companies (Accounts) Rules 2014 has no significance for the Company.
There is no earning & expenses in foreign exchange during the period. None of theemployees are covered by the provisions contained in Rule 5(2) ofthe Companies(Appointmentand Remuneration of Managerial Personnel) Rules 2014.
The Audit Committee ofthe Board hasbeen constituted in terms of Listing Regulations andSection 177 of the Companies Act 2013. The constitution and other details of the AuditCommittee are given in the Corporate Governance Report.
CORPORATE SOCIAL RESPONSIBILITY COMMITTEE
The Corporate Social Responsibility Committee approved the expenses towards CSRactivities which was spent for the company during the year 2018-19 as per Annexure - C.
As per the provisions of the Companies Act 2013 and SEBI (Listing Obligation andDisclosure Requirements) Regulations 2015 the Board has carried out the annual evaluationof its own performance and of each ofthe Directors individually including theindependent directors as well as the working of its committees.
DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITIONAND REDRESSAL) ACT 2013
The Company's policy on prevention of sexual harassment of women provides for theprotection ofwomen employeesatthe workplace and for prevention and redressal of suchcomplaints. There were no complaints pending for the redressal at the beginning of theyear and no complaints received during the financial year.
LOANS GUARANTEES AND INVESTMENTS
The Company is a Non-Banking Financial Company and Section 186 of the Companies Act2013 is not applicable to it.
SIGNIFICANT AND MATERIAL ORDERS BY THE REGULATORS OR COURTS TRIBUNAL IMPACTING THECOMPANY'S GOING CONCERN STATUS & OPERATIONS IN FUTURE
During the period under review no significant and material orders passed by theregulators or courts or tribunals impacting the going concern status and Company'soperations in the future. POLICIES
The Company has formulated various policies as required under the Companies Act 2013Securities and Exchange Board of India (Listing Obligation And Disclosure Requirements)Regulation 2015 & Lisina Agreement and are uploaded on our Company's website asmentioned below:
|NAME OF POLICY ||BRIEF DESCRIPTION ||LINK |
|Whistle Blower/ |
Vigil Mechanism Policy
|The Company has adopted the policy as required under Section 177(9) & (10) of the Companies AcL 2013 & as per Clause 49 ofthe Listing Aareement. || |
|Nomination & Remuneration Policy ||The Company has adopted the policy as required under Section 178(3) ofthe Companies Act 2013 & SEBI Listina Reaulations. || |
|Risk Management Policy ||The Company has adopted the policy as per Clause 49 of the Listing Agreement. || |
|Related Party Transactions Policy ||The Company has adopted the policy as required under Section 188(1) ofthe Companies Act 2013 & SEBI (LODR) Regulation 2015 read with Clause 49 ofthe Listing Agreement. |
|Policy on Determining Material Subsidiaries ||The Company has adopted the policy as required under Companies Act 2013 & SEBI (LODR) Regulation 2015. || |
for Independent Directors
|The Company has adopted the policy pursuant to Part III of Schedule IV of the Companies Act 2013 & Clause 49 (H)(8) (7) ofthe Listing Agreement. || |
|Policy on Corporate Social Responsibility ||The Company has adopted the policy as required under Companies Act 2013. || |
RELATED PARTY TRANSACTIONS
The Board of Directors ofthe Company has adopted a policy to regulate transactionsbetween the Company and its related parties in compliance with the applicable provisionsof Companies Act 2013 SEBI (LODR) Regulation 2015 read with Clause 49 of the ListingAgreement The disclosure of related party transactions is made as per AS-18 in the Notesto Financial Statements. However in terms of Section 188(1) of the Companies Act 2013 readwith rule 15 of the Companies (Meeting of Board and its Powers) Rules 2014 the Boardfeels that the transactions made are not material in nature as such no AOC-2 is annexed tothis report.
PARTICULARS OF EMPLOYEES
There are no employees getting salary in excess ofthe limit as specified under theprovisions of Section 134 of companies' act 2013 read with Companies (AppointmentandRemuneration of Managerial Personnel) Rules 2014 throughoutor part ofthe financial yearunder review. COMPLIANCE OF THE PROVISIONS OF SECRETARIAL STANDARD Your Company Complieswith the provisions of Secretarial Standards.
LISTING OF EQUITY SHARES
The Equity Shares ofthe Company is listed at BSE Ltd. and The Calcutta Stock ExchangeLimited. EXTRACT OF ANNUAL RETURN
The details forming part of the extract of the Annual Return in Form MGT-9 as requiredunder Section 92 ofthe Companies Act 2013 is provided on the websitewww.bnkcapital.comunder the link http://www.bnkcapital.com/downloads/636964717427801863MGT-9-pdfACKNOWLEDGEMENT
Your Directors take this opportunity to express their grateful appreciation for theco-operation and guidance received from the Regulators Central & State Govts.Bankers as well asthe Shareholders during the year. Your Directors also wish to place onrecord their appreciation for the devoted and dedicated service rendered by all theemployees ofthe Company.
| ||For and on behalf of the Board |
| ||BNK Capital Markets Ltd. |
|Place : Kolkata ||Ajit Khandelwal (DIN: 00416445) |
|Dated : 25th May 2019 ||Chairman 8t Managing Director |