To the Members
Your Directors have pleasure in presenting the Twenty Second Annual Report and AuditedAccounts of Bridge Securities Ltd. for the Financial Year ended March 31 2017.
|Particulars ||Financial Year |
| ||2016-2017 ||2015-2016 |
|Total Income ||5123536 ||71077460 |
|Total Expenditure ||1414938 ||8786949 |
|Operational Profit (/Loss) ||3708598 ||(1679489) |
|Depreciation || || |
|Profit Before Tax ||3708598 ||(1679489) |
|Provision for Tax (including Deferred Tax Liability) for the year ||(1399) ||(1560) |
|Tax adjustment for earlier year || || |
|Profit After Tax ||(3707199) ||(1681049) |
|Balance of Profit Brought forward from Previous Year ||(26951750) ||1295950 |
|Appropriations: || || |
|Transferred to General Reserve ||(3707199) ||(1681049) |
|Interim Dividend || || |
|Tax on Interim Dividend || || |
|Proposed Dividend || || |
|Tax on Proposed Dividend || || |
|Balance Carried forward ||(23244551) ||(26951750) |
|Earnings Per Share (Rs.) ||1.10 ||(0.50) |
|Net Worth ||10368449 ||6661250 |
DIVIDEND AND RESERVE
Your Directors don t recommend any Dividend during Financial Year 2016-2017. Thecompany has transferred (3707199) to the General Reserve for this financial year.
MANAGEMENT DISCUSSION AND ANALYSIS
In terms of the provisions of Regulation 34 of SEBI (Listing Obligations and DisclosureRequirements) Regulation 2015 the Management Discussion and Analysis forms an integralpart of this Report and gives details of the overall industry structure developmentsperformance and state of affairs of the Company s business.
Your Company has not accepted any public deposits from the public or the Members duringthe financial year and no amount on account of principal or interest on public depositswas outstanding as on the date of the Balance Sheet.
SUBSIDIARIES & ASSOCIATES
The Company has no Subsidiaries as on 31st March 2017. There are no associate companieswithin the meaning of Section 2(6) of the Companies Act 2013 ("Act").
In accordance with section 136 of the Companies Act 2013 audited financial statementsand related information of the Company are available on our websitewww.bridgesecurities.in. These documents will also be available for inspection duringbusiness hours at our registered office.
NUMBER OF MEETINGS OFTHE BOARD OF DIRECTORS AND AUDIT COMMITTEE
The Details of the number of Board Meetings and Audit Committee Meetings of yourCompany are set out in the Corporate Governance Report which forms part of this Report.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
During the year Mr. Bharat Ratilal Shah Independent Director of the Company passedaway on 26th December 2016. The Directors place on record a deep appreciation forthe valuable services rendered by Mr. BHARATKUMAR RATILAL SHAH during his tenure asa Director of the Company. Apart from this there were no changes in the directors or KeyManagerial Personnel during the year. Mr. Pragnesh Ratilal Shah Managing Directorretires by rotation at the ensuing Annual General Meeting of the Company and beingeligible offers herself for re-appointment.
All Independent Directors have submitted the declaration of independence as requiredpursuant to section 149(7) of the Companies Act 2013 stating that they meet the criteriaof independence laid down in Section 149(6) of the Companies Act 2013 and Regulation 25of SEBI (Listing Obligations and Disclosure Requirements) Regulation 2015.
ANNUAL EVALUATION OF BOARDS PERFORMANCE:
In terms of the provisions of the Companies Act 2013 read with Rules issued thereunder and in terms of SEBI (Listings Obligations and Disclosures Requirements)Regulations 2015 the Board of Directors on recommendation of the Nomination andRemuneration Committee have evaluated the effectiveness of the Board/Director(s) for thefinancial year 2016-17.
CORPORATE GOVERNANCE REPORT
A Report on Corporate Governance and a Certificate from the Auditors of the CompanyM/s. Ashvin K. Yagnik & Co.. and confirming compliance of Corporate Governance isannexed to this Report.
a) Statutory Auditors
M/s. BHAUMIK SHAH & CO. Chartered Accountants (Firm Registration No. 137162W) thenew Statutory Auditors of the Company will be eligible for appointment in ensuing generalmeeting.
Your Company has received letter from M/s. BHAUMIK SHAH & CO CharteredAccountants to the effect that their appointment if made would be within the prescribedlimits under Section 141 of the Companies Act 2013 read with rules made there under andthat they are not disqualified for such appointment.
Your Directors recommend the appointment of M/s. BHAUMIK SHAH & COChartered Accountants as new Statutory Auditors of the Company to hold office from theconclusion of this Annual General Meeting (AGM) till the conclusion of 23rd Annual GeneralMeeting of the Company to be held in the calendar year 2018.
b) Secretarial Auditors
AMRISH GANDHI & ASSOCIATES Practicing Company Secretary was appointed to conductthe secretarial audit of the Company for the Financial Year 2016-2017 as required undersection 204 of the Companies Act 2013 and Rules there under. The Secretarial audit reportfor Financial Year 2016-17 forms part of the Annual Report as "Annexure [A]" tothe Board s Report. The Secretarial Audit Report does not contain any qualificationreservation or adverse remark.
EXTRACT OF THE ANNUAL RETURN:
The details forming part of the extract of the Annual Return in Form MGT- 9 inaccordance with Section 92(3) of the Companies Act 2013 read with the Companies(Management and Administration) Rules 2014 is annexed to this report as "Annexure[B]".
RELATED PARTY TRANSACTIONS (RPT)
During the financial year 2016-2017 your company has not entered into any transactionwith related party.
LOANS GUARANTEES OR INVESTMENTS
The Company has not given any Loans and Guarantees or Investments in terms ofprovisions of Section 186 of the Companies Act 2013.
MANAGERIAL REMUNERATION AND PARTICULARS OF EMPLOYEES
There are no employees employed throughout the financial year and in receipt ofremuneration of Rs. 10200000 Lakhs or more or employed for part of the year and inreceipt of Rs. Rs.850000 or more a month to be reported under COMPANIES (APPOINTMENTAND REMUNERATION OF MANAGERIAL PERSONNEL) RULES 2016.
Your Company recognizes that risk is an integral part of business and is committed tomanaging the risks in a proactive and efficient manner.
In the opinion of the Board at present there are no risks which threaten the existenceof your Company.
Pursuant to Section 177(9) of the Companies Act 2013 the company has adopted WhistleBlower Policy to deal with any instance of fraud and mismanagement. The employees of thecompany are free to report violations of any laws rules regulations and concerns aboutunethical conduct to the Audit Committee under this policy. The policy ensures that strictconfidentiality is maintained whilst dealing with concerns and also that no discriminationwith any person for a genuinely raised concern.
SIGNIFICANT/MATERIAL ORDERS PASSED BY THE REGULATORS
There are no significant/material orders passed by the Regulators or Courts orTribunals impacting the going concern status of your Company and its operations in future.
INTERNAL CONTROL SYSTEM AND COMPLIANCE FRAMEWORK
The Company has engaged M/S MITALI MODI & CO. Chartered Accountants as its newInternal Auditor. Their scope of work includes review of processes for safeguarding theassets of the Company review of operational efficiency effectiveness of systems andprocesses and assessing the internal control strengths in all areas. Internal Auditorsfindings are discussed with the process owners and suitable corrective actions taken asper the directions of Audit Committee on an ongoing basis to improve efficiency inoperations.
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING/OUTGO
A) Conservation of Energy:
Company has not made any capital investment or not taken any other steps forconservation of energy or the clause is not applicable.
B) Technology absorption:
Your company has not made any efforts towards technology absorption and neitherimported any technology nor made any expenditure on research and developments.
C) Foreign Exchange earnings and outgo:
Foreign Exchange inflow (Rs.): NIL
Foreign Exchange outflow (Rs.): NIL
Equity shares of the company are listed on BSE Ltd and ASE Ltd. to which your companyhas paid Listing Fees.
DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to as per Sec 134 (5) of the Companies Act 2013 the Directors confirm that:-
a) In the preparation of the annual accounts the applicable accounting standards hadbeen followed along with proper explanation relating to material departures;
b)the directors had 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 and loss of the company for that period;
c)the directors had taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of this Act for safeguarding theassets of the company and for preventing and detecting fraud and other irregularities;
d) The directors had prepared the annual accounts on a going concern basis; and
e) The directors in the case of a listed company had laid down internal financialcontrols to be followed by the company and that such internal financial controls areadequate and were operating effectively.
f) The directors had devised proper systems to ensure compliance with the provisions ofall applicable laws and that such systems were adequate and operating effectively.
GRATITUDE & ACKNOWLEDGEMENTS
The Board expresses its deep gratitude to business associates bankers regulatorsexchanges depositories and shareholders for their valuable contribution towards theprogress of the Company. Your Directors particularly wish to place on record their sincereappreciation of the best efforts put in by employees at all levels but for which theCompany could not have achieved what it did during the year under review.
|REGISTERED OFFICE:- || ||BY ORDER OF THE BOARD OF DIRECTORS |
|17 Suhasnagar Society || ||FOR BRIDGE SECURITIES LTD. |
|Nr. Dinesh Hall Ashram Road || || |
|Ahmedabad Gujarat 380009. || || |
|Tel No: (079) 26578808 || || |
|Email:email@example.com || || |
|Website: www.bridgesecurities.in || || |
|CIN: L67120GJ1994PLC023772 || || |
| || ||PRAGNESH SHAH |
|Place:- AHMEDABAD ||CHAIRMAN AND MANAGING ||DIRECTOR |
|Date: 25/05/2017 || ||DIN:-00144888 |