The Brahmanand Himghar Limited
Your Directors have pleasure in presenting their Twenty Seventh together with theAudited Standalone and Consolidated financial statements of your Company for the yearended 31st March 2017.
KEY FINANCIAL HIGHLIGHTS
The highlights of the financial results of the Company on a standalone and consolidatedbasis are as follows:
| || || |
(AMT. IN RUPEES)
|PARTICULARS || |
| ||Year Ended March 312017 ||Year Ended March 312016 ||Year Ended March 312017 ||Year Ended March 312016 |
|Profit for the year before tax ||201160 ||59790970 ||707673 ||59790970 |
|Less: Provision for Taxation || || || || |
|Current Tax ||398955 ||12863840 ||420269 ||12863840 |
|Tax of Earlier year ||1607569 ||4475 ||1607569 ||4475 |
|Deferred Tax ||- ||(258003) ||(1979) ||(258003) |
|Profit for the year after tax || || ||(1318186) ||47180658 |
|Less: Minority Interest ||- || ||166285 ||- |
|Add: Share of Profit in Associates || || ||172746 ||42098 |
|Current Profit of Subsidiary Tr. To Cost of Control ||- ||- ||182708 ||- |
|Profit during the year ||(1805364) ||47180658 ||(1494433) > ||47222756 |
|Add : Profit B/F from previous Year ||68615287 ||33392823 ||68648965 ||33392823 |
|Sub Total ||66809923 ||80573481 ||67154532 ||80615579 |
|Less : Transferred to Statutory Reserve ||- ||11958194 ||- ||11966614 |
|Balance C/t to Balance Sheet ||66809923 ||68615287 ||67154532 ||68648965 |
Your Director's regret for not recommending Dividend on Equity Shares and decided toretain the profits for future investments and to strengthen the business of the Company.
EXTRACT OF ANNUAL RETURN
Pursuant to Section 92(3) of the Companies Act 2013 and Rule 12 (1) of the Companies(Management and Administration) Rules 2014 the details forming part of the extract ofthe Annual Return in Form MGT- 9 is annexed herewith as "Annexure I".
CONSERVATION OF ENERGY TECHNOLOGICAL ABSORPTION. FOREIGN EXCHANGE EARNING & OUTGO:
Details of energy conservation is not applicable to the Company no technology has beenabsorbed or imported by the Company and Foreign Exchange Earning & Outgo is NIL.
RESEARCH & DEVELOPMENT:
The Company has not incurred any sum in respect of Research & Development for anyof its activity.
No Material changes and commitments have been occurred affecting the financial positionof the company which have occurred between the end of the financial year of the company towhich the financial statements relate and the reporting period.
DIRECTOR AND KEY MANAGERIAL PERSONNEL:
The Board of Directors has appointed Mr. Mukesh Agarwal (DIN: 07680726) as anAdditional Director of theCompany with effect from February 14 2017. In terms of Section161 of the Companies Act 2013 Mr. Mukesh Agarwal holds office up to the date of ensuingAnnual General Meeting. The Company has received requisite notice in writing from a memberproposing his name for the office of Director. Accordingly the Board recommends theappointment of Mr. Mukesh Agarwal as an Independent Director of the Company.
Mr. Tejinder Singh has resigned from the post of Director with effect from 07.02.2017.The Board places on record its deep appreciation for the valuable contribution made by himduring his tenure as Director of the Company.
All the directors of the Company have confirmed that they are not disqualified frombeing appointed as Directors in terms of Section 164 of the Companies Act 2013. -
Mr. Manoj Kumar Agarwal (Managing Director) Mrs. Shilpi Ghosh (Chief FinancialOfficer) and Ms. Shalini Kumari Agarwal (Company Secretary) are the Key ManagerialPersonnel (KMP) of the Company pursuant to the provisions of the Company Act 2013 as onthe date of this report.
All the Directors Key Managerial Personnel and senior management of the company haveaffirmed compliance of with the code of conduct applicable to the Directors and employeesof the Company and a declaration in this regard made by the Managing Director is attachedwhich forms a part of this report of Directors.
Declaration by Independent Director:
The Company has received declarations from all the Independent Directors of the Companyconfirming that they meet the criteria of independence as prescribed both under section149(6) of the Companies Act 2013 and Regulation 16 of the SEBI Listing Regulations 2015.
The Board confirms that the said Independent Directors meet the criteria as laid downunder the Companies Act 2013 as well as the SEBI Listing Regulations 2015.
SEPARATE MEETING OF INDEPENDENT DIRECTORS
During the year under review the Independent Directors had in accordance with theprovisions of Schedule IV (Code for Independent Directors) of the Companies Act 2013 andRegulation 25 of the SEBI (Listing Obligations and Disclosure Requirements) Regulation2015 met separately and discussed and reviewed interalia the performance of NonIndependent Directors and the Board as a whole after taking into consideration the viewsof Executive and Non- Executive Directors.
Pursuant to the provisions of Companies Act 2013 and Listing Agreements the Board hascarried out an evaluation of its own performance the directors individually as well asthe evaluation of the working of its Audit Committee and Nomination and RemunerationCommittee. The manner in which the evaluation has been carried out is mentioned in theCorporate Governance Report.
The Board has on recommendation of the Nomination and Remuneration Committeeformulated a policy for selection and appointment of Directors senior managements andtheir remuneration. The details of the said policy are stated in the Corporate GovernanceReport.
The details of the number of Board Meetings and meetings of various Committees aregiven in the Corporate Governance Report. The intervening gap between the meetings waswithin the time period prescribed under the Companies Act 2013.
(Obligation of Company Under the Sexual Harassment of Women at the Workplace(Prevention Prohibition & Redressal) Act 2013.
The Company has ZERO Tolerance for Sexual Harassment at workplace and has adopted apolicy on prevention of Sexual Harassment of Women at workplace. There were no complaintsreceived during the year. Further the Board extends its full responsibility to manage andact promptly in such cases.
Our Company treats its "human resources" as one of its most important assets.
Our Company continuously invests in attraction retention and development of talent onan ongoing basis. A number of programmes that provide focused people attention arecurrently are under way. Our Company thrust is on the promotion of talent internallythrough job rotation and job enlargement.
Transfer of amounts to Investor Education and Protection Fund
The Company did not have any funds lying unpaid or unclaimed for a period of SevenYears. Therefore there were no funds which were required to be transferred to InvestorEducation and Protection Fund (IEPF) as required by statutory provisions.
DIRECTORS RESPONSIBILITY STATEMENT:
In terms of Section 134 (5) of the Companies Act 2013 with respect to Directors'Responsibility Statement it is hereby confirmed:
(a) That in the preparation of Annual Accounts the applicable Accounting Standard hasbeen followed.
(b) That the Directors have selected such Accounting Policies and applied themconsistently and made judgments and estimates that are reasonable and prudent so as togive a true and fair view of the state of affairs of the Company at the end of financialyear and the Statement of Profit and Loss for that period.
(c) That the Directors have taken proper and sufficient care for maintenance ofadequate accounting records in accordance with the provisions of the Companies Act 2013for safeguarding assets of the Company and for preventing and detecting frauds and otherirregularities.
(d) That the Directors have prepared the Annual Accounts on Going Concern Basis.
(e) The Directors have laid down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and were operatingeffectively.
(f) The directors had devised proper system to ensure compliance with the provisions ofall applicable laws and that such system were adequate and operating effectively.
DETAILS PERTAINING TO REMUNERATION AS REQUIRED UNDER SECTION 197 (12) OF THE COMPANIESACT 2013 READ WITH RULE 5 (1) OF THE COMPANIES fAPPOINTMENT AND REMUNERATION OFMANAGERIAL PERSONNEL RULES 2014.
(i) The percentage increase in remuneration of each Director Chief Financial Officerand Company Secretary during the financial year 2016-17 ratio of the remuneration of eachDirector to the median remuneration of the employees of the Company for the financial year2015-16 and the comparison of remuneration of each Key Managerial Personnel (KMP) againstthe performance of the Company are as under:
|SI. No. ||Name of Director KMP & Designation ||Remuneration of Director /KMP for the financial year 2016-17 (Rs. In lacs) ||% increase in Remuneration in the Financial year 2016-17 ||Ratio of remuneration of each Director/to median remuneration of employees ||Comparison of the Remuneration of the KMP against the performance of the Company |
|1. ||Manoj Kumar Agarwal Managing Director ||1.80 ||NIL ||Not Applicable || |
|2. ||Shalini Kumari Agarwal Company Secretary ||1.42 ||NIL ||Not Applicable || |
|3. ||Shilpi Ghosh Chief Financial Officer ||1.27 ||NIL ||Not Applicable || |
(ii) The median remuneration of employees of the Company during the financial year wasNIL.
(iii) There were no permanent employees on the rolls of Company as on March 31 2017;
(iv) There is no change in remuneration of Managing Director.
(v) It is hereby affirmed that the remuneration paid is as per the as per theRemuneration Policy for Directors Key Managerial Personnel and other Employees.
The Company is committed to maintain the highest standards of corporate governance andadhere to the corporate governance requirements set out by SEBI. The Company has alsoimplemented several best corporate governance practices as prevalent globally. The reporton Corporate Governance as stipulated under the Listing Agreement forms an integral partof this Report. The requisite certificate from the Auditors of the Company confirmingcompliance with the conditions of corporate governance is attached to the report onCorporate Governance.
Pursuant to provisions of section 204 of the Companies Act 2013 and The Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the company hasappointed Ms. Dipika Jain a whole time Company Secretary in practice having MembershipNo. 50343 to undertake the Secretarial Audit of the Company. The Secretarial Audit Reportfor the financial year ended March 312017 is annexed herewith to this Report. TheSecretarial Audit Report does not contain any unexplained qualification reservation oradverse remark.
RELATED PARTY TRANSACTION:
All Related Party Transactions that were entered into during the financial year were onarm's length basis and were in the ordinary course of business. There are no materiallysignificant related party transactions made by the Company with Promoters Key ManagerialPersonnel or other designated persons which may have potential conflict with interest ofthe Company at large. Your Directors draw attention of the members to Notes to thefinancial statement which sets out related party disclosures.
The Form AOC - 2 pursuant to Section 134 (3) (h) of the Companies Act 2013 read withRule 8(2) of the Companies (Accounts) Rules 2014 is annexed and forms a part of thisreport.
During the year under review M/s. Blak Readymade Stores Pvt. Ltd. is the SubsidiaryCompany and the following Company are the Associates Companies:
1. Bhalotia Engineering Works Private Limited
2. Bhalotia Auto Products Private Limited
CODE OF CONDUCT:
The Company has a Code of Conduct which is applicable to directors and managementpersonnel of the Company. The Company believes in conducting business in accordance withthe highest standards of business ethics and complying with applicable laws rules andregulations.
The Code lays down the standard procedure of business conduct which is expected to befollowed by the directors and management personnel in their business dealings and inparticular on matters relating integrity in the work place in business practices andcomplying with applicable laws etc.
All the directors and management personnel have submitted declaration confirmingcompliance with the code.
The Company has not allotted any bonus Shares during the year.
ISSUE OF SHARES:
During the Financial year ended 31st March 2017:
i) The Company has not granted any Employees Stock Option.
ii) The Company has not issued any Sweat Equity Shares.
iii) The Company has not issued any equity shares with differential rights.
During the year under review your Company has not issued any securities to the public.
During the Year the Company has not accepted any Deposit from the Public within themeaning of section 73 of the Companies Act 2013.
PARTICULARS OF LOANS GIVEN INVESTMENTS MADE GUARANTEES GIVEN AND SECURITIES PROVIDED
Particulars of Loans given Investments made Guarantees given and Securities providedalong with the purpose for which the loan or guarantee or security is proposed to beutilized by the recipient are provided in the financial statement.
RISK MANAGEMENT POLICY:
In terms of Section 134(3)(n) of the Act your Directors wish to state that the Companyhas drawn and implemented a Risk Management Policy including identification of elements ofrisks if any which may threaten the existence of the Company. The above policy is beingreviewed/re-visited once a year or at such other intervals as deemed necessary formodifications and revisions if any.
VIGIL MECHANISM/WHISTLE BLOWER POLICY:
The Company promotes ethical behaviour in all its business activities and has put inplace a mechanism for reporting illegal or unethical behaviour. The Company has a Vigilmechanism and Whistle blower policy under which the employees are free to reportviolations of applicable laws and regulations and the Code of Conduct.
The reportable matters may be disclosed to the Ethics and Compliance Task Force whichoperates under the supervision of the Audit Committee. Employees may also report to theChairman of the Audit Committee. During the year under review no employee was deniedaccess to the Audit Committee.
PREVENTION OF INSIDER TRADING:
The Company has adopted a Code of Conduct for Prevention of Insider Trading with a viewto regulate trading in securities by the Directors and designated employees of theCompany. The Code requires pre-clearance for dealing in the Company's shares and prohibitsthe purchase or sale of Company shares by the Directors and the designated employees whilein possession of unpublished price sensitive information in relation to the Company andduring the period when the Trading Window is closed.
All the Board of Directors and designated employees have confirmed compliance with theCode.
INTERNAL FINANCIAL CONTROLS:
The Company has in place adequate internal financial controls with reference tofinancial statements. During the ' year such controls were tested and no reportablematerial weakness in the design or operation was observed.
During the year the company appointed M/S. KEDIA SINGHANIA & CO. as an internalauditor.
The firm is authorized by the Audit Committee to access the adequacy and compliance ofinternal control process statutory requirements etc. The Audit Committee met regularly toreview reports submitted by the Internal Auditor.
The Audit Committee upon discussion with internal auditor set up applicable controlmeasures for the Company.
M/S KHANDELWAL PRAJAPTI & CO. Statutory Auditors of the Company hold office tillthe conclusion of the ensuing Annual General Meeting and are eligible for re-appointment.They have confirmed their eligibility to the effect that their re-appointment if madewould be within the prescribed limits under the Act and that they are not disqualified forre-appointment. The Notes on financial statement referred to in the Auditors' Report areselfexplanatory and do not call for any further comments. The Auditors' Report does notcontain any qualification reservation or adverse remark.
For and on behalf of the Board the Directors wish to place on record their sincereappreciation for the positive cooperation received from Banks SEBI Shareholders RTAfarmers and Traders and all the staffs of the Company during the year.
|Place: Medinipur ||For and on behalf of the Board |
|Dated: 30th May 2017 ||Bimal Kumar Agarwal |
| ||Chairman |