Your directors have pleasure in presenting this 25th Annual Report togetherwith the Audited Financial Statements of your Company for the year ended March 31 2020.
During the year under review the Company has shown notable performance. The extractsof financial results 2019-20 are as under:
| || ||(In Rs.) |
|Particulars ||2019-20 ||2018-19 |
|Total Revenue ||15733329 ||12692450 |
|Total Expenses ||23468629 ||12888946 |
|Profit / (Loss) Before Taxation ||(7735300) ||(196495) |
|Provision for Income Tax ||134 ||(437) |
|Provision for Deferred Tax ||NIL ||NIL |
|Profit after Taxation ||(7735433) ||(196059) |
The income from operations during the year is Rs. 15552680 as against Rs.12601967 in the previous year. The Company made a loss before tax of Rs. 7735300 asagainst the Loss of Rs. 196495 in the previous year.
Your Directors intend to plough back available resources for the financial requirementsand express their inability to recommend any dividend for the financial year.
EXTRACT OF ANNUAL RETURN
The details forming part of Annual Return in form MGT-9 is annexed Annexure- I.
BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL
The Board consist of Four (5) Directors and (1) CFO and (1) Company Secretary Mr. RajanBharatkumar Shah (CFO)
Mr. Dashrathbhai Prahladbhai Thakkar (Non-Executive and Independent Director)
Mr. Hemant Pravinchandra Shah (Non-Executive and Independent Director)
Mr. Pragnesh Ratilal Shah (Managing Director)
Ms. Jayshreeben Hemantbhai Shah (Non-Executive and Independent Director)
Mr. Vishal Pragneshbhai Shah (Executive Director) and Mr. Ashish Kailashnath Sharda(Company Secretary)
There has been no change in composition of Board.
PERFORMANCE EVALUATION OF BOARD
Pursuant to the provisions of the Companies Act 2013 and as per SEBI (LODR)Regulations 2015 the performance evaluation of the Independent Directors was carried outby the entire Board. The performance evaluation of the Chairman and the Non IndependentDirectors was carried out by the Independent Directors. The Board also carried out annualperformance evaluation of the working of its Audit Nomination and Remuneration as well asStakeholders Relationship Committee. The Directors expressed their satisfaction with theevaluation process.
DECLARATION FROM INDEPENDENT DIRECTORS
The Company has received declaration from Mr. Dashrathbhai Prahladbhai Thakkar Mr.Hemant Pravinchandra Shah and Mrs. Jayshreeben Hemantbhai Shah Independent Directors ofthe Company confirming that they meet with the criteria of Independence as prescribed bythe Companies Act 2013 and the SEBI (LODR) Regulations 2015.
The Board met 4 times during the financial year. During the 12 months period ended 31stMarch 2020.
Board Meetings were held on 30.05.2019 09.08.2019 12.11.2019 and 11.02.2020.
The intervening gap between any two consecutive meetings of the Board did not exceedone hundred and twenty days as prescribed under the Companies Act 2013 and the SEBI(LODR) Regulations 2015.
COMMITTEES OF THE BOARD
Following are the three committees constituted by the Board:
1. Audit Committee
2. Stakeholders Relationship Committee and
3. Nomination & Remuneration Committee.
The Composition of Board Committees as on March 31 2020 was as under:-
1. Audit Committee
The Audit Committee of the Company consists of Mr. Dashrathbhai P Thakkar (NonExecutive& Independent Director) Mr. Hemant P Shah (Non-Executive & Independent Director)and Mrs. Jayshreeben Hemantbhai Shah (Non-Executive & Independent Director). Theconstituted Audit Committee meets the requirements under Section 177 of the Companies Act2013.
The Chairman of the Committee is Mr. Dashrathbhai P Thakkar an Independent Directornominated by the Board. The terms of reference of the Audit Committee inter alia includeoverseeing financial reporting process reviewing the financial statements andrecommending appointment of Auditors.
2. Nomination and Remuneration Committee
Nomination and Remuneration Committee of the Company consists of three Directorsnamely Mr. Dashrathbhai P Thakkar (Non-Executive & Independent Director) Mr. Hemant PShah (Non-Executive & Independent Director) and Mrs. Jayshreeben Hemantbhai Shah(Non-Executive & Independent Director).
The Committee's scope of work includes identifying the persons who are qualified tobecome directors and who may be appointed in senior management and recommend to the Boardtheir appointment and removal and carry out evaluation of every director's performancedeciding on remuneration and policy matters related to remunerations of Directors. TheNomination and Remuneration Committee of the Company meets the requirements under Section178 (1) of the Companies Act 2013.
3. Stakeholders Relationship Committee (SRC)
The Company has a Stakeholders Relationship Committee comprising of Mr. Hemant P Shah(Non-Executive & Independent Director) Mrs. Jayshreeben Hemantbhai Shah(Non-Executive & Independent Director) and Mr. Dashrathbhai P Thakkar (Non-Executive& Independent Director). The Committee inter alia approves issue of duplicate sharecertificates and oversees and reviews all matters connected with the securities transfer.The Committee also looks into Redressal of shareholders complaints liketransfer/transmission of shares non- receipt of Annual Report non receipt of declareddividends etc. During the year rnj. complaints were received from investors inrespect of share transfers. The constituted Stakeholder Relationship Committee also meetsthe requirements under Section 178(5) of the Companies Act 2013.
CHANGE IN THE NATURE OF BUSINESS
There has been no change in the nature of business of the Company during the year underreview.
SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALSIMPACTING THE GOING CONCERN STATUS OF THE COMPANY
No significant and material orders were passed by any Regulator(s) or Court(s) orTribunal(s) which would impact the going concern status of the company.
MATERIAL CHANGES AND COMMITMENTS IF ANY AFFECTING THE FINANCIAL POSITION OF THECOMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICHTHE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT:
No material changes and commitment affecting the financial position of the Companyoccurred between the end of the financial year to which this financial statements relateand the date of this report.
CORPORATE SOCIAL RESPONSIBILITY
The provisions of Section 135(1) of the Companies Act 2013 are not applicable to theCompany and therefore the company has no corporate social responsibility committee of theBoard.
PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE COMPANIES ACT2013
Loans Guarantees and Investments covered under Section 186 of the Companies Act 2013form part of the Notes to the financial statements provided in this Annual Report.
Pursuant to provisions of Section 139(2) of Companies Act 2013 read with Companies(Audit and Auditors) Rules 2014 M/s Bhaumik Shah & Co. Chartered AccountantsAhmedabad bearing registration number 137162W are eligible for re-appointment asAuditors. Your Company has received a written confirmation from M/s Bhaumik Shah & CoChartered Accountants Ahmedabad to the effect that their appointment if made wouldsatisfy the criteria provided in Section 141 of the Companies Act 2013 for theirappointment.
Board recommend their appointment at the ensuing Annual general meeting.
The Auditors report does not contain any reservation qualification or adverse remark.The observations contained in the Audit report submitted by M/s Bhaumik Shah & Co.Chartered Accountant Ahmedabad are self explanatory and does not require any furtherexplanation.
Pursuant to provisions of sub-section (1) of Section 204 of the Companies Act 2013 theCompany is required to annex with its Board's Report a secretarial audit report heretoattached as Annexure-II. given by the Company Secretary in practice.
The secretarial audit of the Company has been conducted by M/s Amrish Gandhi &Associates Company Secretaries in Practice and their report on the secretarial audit forthe year under review.
SECRETARIAL AUDIT REPORT
The Secretarial Audit Report does not contain any reservation qualification or adverseremark.
The Company has not accepted any fixed deposits during the financial year under review.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
All related Party Transactions entered during the year were in the ordinary course ofbusiness and on arm's length basis. No material Related Party Transactions were enteredduring the year by your Company. Accordingly the disclosure of Related Party Transactionsto be provided under section 134 (3) (h) of the Companies Act 2013 in form ACO-2 is notapplicable.
As per Regulation 15(2) of SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 the Compliance with the Corporate Governance Provisions shall not applyin respect of the listed entity having paid up Equity Share Capital not exceeding RupeesTen Crores and Net worth not exceeding Rupees Twenty Five Crores as on the last day of theprevious financial year.
DIRECTORS' RESPONSIBILITY STATEMENT:
Pursuant to Section 134 (5) of the Companies Act 2013 your Directors' confirm thefollowing:
(A) That in preparation of the annual accounts the applicable accounting standards hadbeen followed along with proper explanation relating to material departures;
(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 thefinancial year ended on 31st March 2020 and of the profit of the company for the thatyear.
(C) That the Directors have taken proper and sufficient care for maintenance ofadequate accounting records for the year ended 31st March 2020 in accordancewith the provisions of the Companies Act 2013 for safeguarding the assets of the companyand for prevention and detection of fraud and other irregularities.
(D) That the Directors have prepared the accounts for the financial year ended 31stMarch 2020 on a going concern basis.
(E) That the Directors had laid down internal financial controls to be followed by theCompany and that such internal financial control is adequate and operating effectively.
(F) The Director had devised proper systems to ensure compliance with the provisions ofall applicable laws and such systems were adequate and operating effectively.
CONSERVATION OF ENERGY TECHNOLOGY ABSOPTION FOREIGN EXCHANGE EARNINGS AND OUTGO:
Section 134(3) (m) of the Companies Act 2013 read with a Companies (Disclosure ofparticulars in the report of the Board of Directors) Rules 8 is not applicable since thecompany does not have any manufacturing activities.
There has been no expenditure and /or earning in foreign exchange.
PARTICULARS OF EMPLOYEES:
There is no employee in the Company drawing remuneration for which information isrequired to be furnished under section 134 of the Companies Act 2013 read with Companies(Particulars of Employees) Rules 1975 as amended.
SUBSIDIARIES JOINT VENTURE AND ASSOCIATE COMPANY
The Company has no subsidiary Associate Companies and joint venture Company.
DETAILS IN RESPECT OF ADEQUACY OF INTERNAL CONTROLS WITH REFERENCE TO THE FINANCIALSTATEMENT
The company has adequate internal financial control system commensurate with the sizeof the company and the nature of its business with regards to purchase of fixed assets.The activities of the company do not involve purchase of inventories and sale of goods andservices. For the purposes of effective internal financial control the Company hasadopted various procedures for ensuring the orderly and efficient conduct of its businessincluding adherence to company's policies the safeguarding of its assets the preventionand detection of frauds and errors the accuracy and completeness of the accountingrecords and the timely preparation of reliable financial information.
The procedures are also reviewed by the Statutory Auditors and the Directors of theCompany from time to time. There has also been proper reporting mechanism implemented inthe organization for reporting any deviation from the procedures.
RISK MANAGEMENT POLICY
At Present the Company has not identified any element of risk which may threaten theexistence of the Company.
The Company has in place the whistle blower mechanism for directors employees with aview to provide for adequate safeguards against victimization of stakeholders and providefor direct access to the Chairperson of the Audit Committee in appropriate cases.
CODE OF CONDUCT
The Chairman of the Board Meetings has given a declaration that all Directors andsenior Management Personnel concerned affirmed compliance with the code of conduct withreference to the year ended March 31 2020.
Your Directors wish to place on record and acknowledge their appreciation for thecontinued support and co- operation received from Government agencies and theShareholders.
| ||By Oder of the Board |
| ||For Bridge Securities Limited |
|Date: 26th June 2020 || |
|Place: Ahmedabad ||Pragnesh R Shah |
| ||Chairman & Managing Director |
| ||DIN:00144888 |
| ||Address : Haveli Shreeji Park Society |
| ||Punit Marg Maninagar |
| ||Ahmedabad - 380008 |