TO THE MEMBERS
Your Directors present before you the 31st Annual Report of your Company on business& operations together with Audited Financial Statements and the Auditor's Report forthe year ending 31st March 2017.
Operation and Future Prospects
India has maintained a growth in GDP. Our GDP grew @ 7.10 % p.a. in F.Y.2016-17. Indiais the fastest growing among major economies of the world. The Government under PrimeMinistership of Mr. Narendra Modi is moving forward with Growth and Governance as its mainagenda. Demonetization of currency was a bold step taken by the Prime Minister. Though ithad its operational problems and has affected the economy in short term it is expected togive positive results in a long term. The interest rates and inflation is also comingdown. G S T is another major tax reform which is likely to be implemented from 1st July2017. Like in any major reform G S T may also have its initial pains more so because oflarge number of traders are in unorganized sector and it requires lot of understanding ofthe complex system and preparedness for the same. There are initial concerns but in timesto come it is expected that this will lead to better tax compliance and growth in theeconomy. The organized sector is expected to perform better on the implementation of G ST. Expectation of Growth led good governance policy actions have resulted in goodsentiments and the foreign investors have investing in Indian stocks in a big way. Thishas resulted in the rise of "Nifty & Sensex" to high levels. We expect themarkets to move positively after some consolidation in times to come.
The financial performance of the Company for the year ended 31st March 2017 issummarized below:
|PARTICULARS ||STANDALONE ||CONSOLIDATED |
| ||Year Ended 31/03/2017 ||Year Ended 31/03/2016 ||Year Ended 31/03/2017 ||Year Ended 31/03/2016 |
| ||(Rs. In Lacs) ||(Rs. In Lacs) ||(Rs. In Lacs) ||(Rs. In Lacs) |
|Gross Income ||1465.05 ||856.38 ||1469.51 ||870.42 |
|Profit Before Interest & Depreciation ||1137.13 ||697.59 ||1136.90 ||703.73 |
|Finance Charge ||43.24 ||51.99 ||43.24 ||51.99 |
|Gross Profit ||1093.89 ||645.60 ||1093.66 ||651.74 |
|Provision for Depreciation ||20.19 ||20.64 ||20.44 ||21.09 |
|Net Profit Before Tax ||1073.70 ||624.96 ||1073.22 ||630.65 |
|Provision for Tax ||145.07 ||10.61 ||145.07 ||11.66 |
|Minority Interest ||- ||- ||(0.21) ||(2.01) |
|Profit from Associate ||- ||- ||14.06 ||11.58 |
|Net Profit After Tax ||928.63 ||614.35 ||942.00 ||628.56 |
|Balance of Profit Brought Forward ||1040.38 ||689.82 ||1044.99 ||680.35 |
|Balance available for appropriation ||1969.01 ||1304.18 ||1986.99 ||1308.91 |
|Proposed Dividend on Equity Shares ||150.00 ||100.00 ||150.00 ||100.00 |
|Tax on Proposed Dividend ||30.54 ||18.18 ||30.54 ||18.18 |
|Adjustments Earlier Years ||3.83 ||22.75 ||3.98 ||22.75 |
|Transfer to Reserve ||785.73 ||122.87 ||788.40 ||122.99 |
|Surplus carried to Balance Sheet ||998.91 ||1040.38 ||1014.07 ||1044.99 |
The Board of Directors have recommended payment of dividend of Re. 1.50 per equityshare of face value of Rs. 10/- each for the financial year ended on 31st March 2017.
TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND (IEPF)
Pursuant to 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 amount transferred to IEPF was Rs. 113644/-(F.Y. 2009-10) during the year.
NUMBER OF BOARD MEETINGS HELD
The Board of Directors met 4 (Four) times i.e. 28.05.2016 23.07.2016 27.10.2016& 28.01.2017 during this financial year. The Board meeting held on 28.05.2016 wasadjourned & the adjourned meeting was duly concluded on 31st May 2016.
SUBSIDIARY COMPANY & INVESTMENTS
BNK Commodities Private Limited a subsidiary of your company is a member of MCX NCDEXand NSEL. Your Company along with its subsidiaries and its Associate Companies is offeringcomplete financial solutions including trading in securities commodities and theirderivatives currency derivatives Depository services & Category I Merchant Bankers.Form AOC-1 is enclosed as a part of this report in Annexure A.
The Company has not accepted any Fixed Deposits during the year.
With profound grief we inform you about the sad and sudden demise of Shri PrabirChakravarti on 5th February 2017. He was the member of the Board since 28th August 1993& had played an important role in the growth of the Company by his activeparticipation & guidance. The Board of Directors pays its homage to the departed souland record deep appreciation for the services rendered to the Company.
In accordance with the provisions of the Companies Act 2013 and the Articles ofAssociation of the Company Shri Ankit Khandelwal (DIN: 03057891) Director of the Companyretire by rotation at the conclusion of the forthcoming Annual General Meeting and beingeligible offer himself for reappointment. All Independent Directors have provideddeclarations that they meet the criteria of independence as laid down u/s 149(6) of theCompanies Act 2013 & Regulation 16(1)(b) of the SEBI (Listing Obligations &Disclosure Requirements) Regulations 2015.
i) Statutory Auditors
With profound grief we inform you about the sad and sudden demise of Shri RadharamanBhattacharya on 25th March 2017. He was the Statutory Auditor of the Company since 24thSeptember 1990 & had played an important role in the growth of the Company by hisactive participation & guidance. The Board of Directors pays its homage to thedeparted soul and record deep appreciation for the services rendered to the Company.
M/s. Santosh Choudhary & Associates Chartered Accountants (Registration No.323720E) had given their consent & were appointed as the Statutory Auditors of theCompany to hold office till the forthcoming Annual General Meeting due to casual vacancy.
M/s. Santosh Choudhary & Associates Chartered Accountants (Registration No.323720E) have given their consent and are proposed to be appointed as the StatutoryAuditors of the Company at the forthcoming Annual General Meeting for a term of 5 yearssubject to ratification every year.
ii) Secretarial Auditor
According to the provisions of Section 204 of the Companies Act 2013 read with Section179(3)(k) read with Rule 8(4) of the Companies (Meeting of Board and its Powers) Rules2014 the Secretarial Audit Report submitted by the Company Secretary in Practice isenclosed as a 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 2013 your Directors confirm:
i) That in 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 Company for that 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 of the 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) of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014.
The Audit Committee of the Board has been constituted in terms of Listing Regulationsand Section 177 of the Companies Act 2013. The constitution and other details of theAudit Committee are given in the Corporate Governance Report.
CORPORATE SOCIAL RESPONSIBILITY COMMITTEE
The Corporate Social Responsibility Committee of the Board has been constituted incompliance with the provisions of Companies Act 2013 as amended from time to time. Theconstitution and other details of the Corporate Social Responsibility Committee are givenin the Corporate Governance Report. The Board will oversee and review CSR performance ofthe Company through its CSR Committee.
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 of the 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 of women employees at the 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 GURANTEES 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.
DISCLOSURE ON SPECIFIED NOTES
During the year the Company had Specified Bank Notes (SBNs) or other denominationnotes as defined in the MCA Notification G.S.R. 308(E) dated March 31 2017. The detailsof SBNs held and transacted during the period from 8th November 2016 to 30th December2016. The denomination wise SBNs and other notes as per the notification are as follows:
|Particulars ||SBNs ||Other Denominations ||Total (in Rs.) |
|Closing Cash in hand as on 8th November 2016 ||75000 ||877 ||75877 |
|Add: Permitted Receipts (including bank withdrawals) ||- ||230000 ||230000 |
|Less: Permitted Payments ||- ||162858 ||162858 |
|Less: Amount deposited in Banks ||75000 ||- ||75000 |
|Closing Cash in hand as on 30th December 2016 ||- ||- ||68019 |
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 & Listing Agreement and are uploaded on our Company's website asmentioned below:
|NAME OF COMMITTEE ||COMPANIES ACT 2013/ LISTING AGREEMENT ||LINK |
|Whistle Blower / Vigil Mechanism Policy ||The Company has adopted the policy as required under Section 177(9) & (10) of the Companies Act 2013 & as per Clause 49 of the Listing Agreement. || |
|Nomination & Remuneration Policy ||The Company has adopted the policy as required under Section 178(3) of the Companies Act 2013 & SEBI Listing Regulations. || |
|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) of the Companies Act 2013 & SEBI (LODR) Regulation 2015 read with Clause 49 of the Listing Agreement. ||http://www.bnkcapital.com/ Aboutus/bnkc apitalmarket policies.aspx?id=13 |
|Policy on Determining Material Subsidiaries ||The Company has adopted the policy as required under Companies Act 2013 & SEBI (LODR) Regulation 2015. || |
|Familiarization Programme for Independent Directors ||The Company has adopted the policy pursuant to Part III of Schedule IV of the Companies Act 2013 & Clause 49 (II) (B) (7) of the 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 of the 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 2013read with rule 15 of the Companies (Meeting of Board and its Powers) Rules 2014 theBoard feels that the transactions made are not material in nature as such no AOC-2 isannexed to this report.
EXTRACT OF ANNUAL RETURN
The details forming part of the extract of the Annual Return in Form MGT-9 as requiredunder Section 92 of the Companies Act 2013 is enclosed as a part of the Report inAnnexure C.
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 as the Shareholders during the year. Your Directors also wish to place onrecord their appreciation for the devoted and dedicated service rendered by all theemployees of the Company.
| ||For and on behalf of the Board |
|Place : Kolkata ||Ajit Khandelwal |
|Dated : 18th May 2017 ||Chairman & Managing Director |