BRONZE INFRA-TECH LIMITED
Your Directors have pleasure in presenting their 13th Annual Report together with theAudited Financial Statements of the Company for the Year ended March 31 2017.
(Amount in Rs)
|Particulars ||March 31 2017 ||March 31 2016 |
|Revenue from Operations ||5553663 ||15248531 |
|Other Income ||2491814 ||1884038 |
|Total Income ||8045477 ||17132569 |
|Profit before depreciation Interest & taxation ||291173 ||616337 |
|Less: Depreciation ||93144 ||93400 |
|Interest ||1779 ||- |
|Profit before taxation ||196250 ||522937 |
|Less: Provision for taxation ||74120 ||192810 |
|Earlier Years tax ||- ||(24393) |
|Deferred Tax ||(13808) ||28553 |
|Profit after taxation ||135938 ||325967 |
|Balance carried to Balance sheet ||135938 ||325967 |
During the year under review the Gross Revenue From Operation of the Company in thecurrent year is stood at Rs 5553663/- (Fifty Five Lakhs Fifty Three Thousand Six HundredSixty Three Only) as against Rs. 15248531/- (One Crore Fifty Two Lakhs Forty EightThousand Five Hundred Thirty One Only) in the previous year. Profit before taxation in thecurrent year stood at Rs. 196250/- (One Lakh Ninety Six Thousand Two Hundred Fifty Only)as against Rs. 522937/- (Five Lakhs Twenty Two Thousand Nine Hundred Thirty Seven Only)in the previous year. The net profit of the Company for the year under review was placedat Rs 135938/- (One Lakh Thirty Five Thousand Nine Hundred Thirty Eight Only) as againstRs. 325967/- (Three Lakhs Twenty Five Thousand Nine Hundred Sixty Seven Only) in theprevious year.
Your Company's Director feel that it is prudent to plough back the profits for futuregrowth of the Company and hence do not recommend any dividend for the year ended 31stMarch 2017.
Your Company did not transfer any amount to General Reserve for the financial year2016-17.
The paid up equity capital as on March 31 2017 was Rs. 172765000/- (RupeesSeventeen Crore Twenty Seven Lacs Sixty Five Thousand Only). There was no public Issueright issue bonus issue or preferential issue etc. during the year. The Company has notissued shares with differential voting rights sweat equity shares nor has it granted anystock options.
CHANGES IN THE NATURE OF BUSINESS:
There has been no Change in the nature of the business of your Company.
Your Company has not accepted any deposits within the meaning of Section 73 of theCompanies Act 2013 and the Companies (Acceptance of Deposits) Rules 2014.
PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS:
Details of Loans Guarantees or Investments under Section 186 of the Companies Act2013 are given in the notes to the Financial Statements.
INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:
Your Company has an adequate Internal Control System commensurate with the size scaleand complexity of its operations. The scope of work includes review of process forsafeguarding the assets of the Company review of operational efficiency effectiveness ofsystems and processes and assessing the internal control strengths in all areas.
CORPORATE SOCIAL RESPONSIBILITY (CSR) INITIATIVES:
In pursuance of the provision of Section 135 of the Companies Act 2013 the CSRprovisions are not applicable to your Company.
CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION:
The particulars of conservation of energy and technology absorption as required underSection 134(3)(m) of the Companies Act 2013 read with the Companies (Accounts) Rules2014 are not applicable to your Company.
FOREIGN EXCHANGE EARNINGS AND OUT-GO:
During the period under review there were no earnings from foreign exchange and outgofor the purpose of business.
DIRECTORS AND KEY MANAGERIAL PERSONNEL: i) RETIREMENT BY ROTATION
Mr. Shyama Charan Kumar (DIN:00494297) Director would retire by rotation at theensuing Annual General meeting and being eligible offers himself for reappointment. ii)CESSATION
Ms. Shilpi Agrawal Key Managerial Personnel has been resigned from post of CompliancesOfficer w.e.f 1st April 2017 from the Company due to her pre occupation.
The Board hereby places on record its sincerest thanks and gratitude for the invaluablecontribution made by her towards the growth and development of the Company during hertenure as a Company Secretary. None of the Directors of the Company are disqualified asper the provisions of Section 164 of the Companies Act 2013
DECLARATION BY INDEPENDENT DIRECTORS
The Company has received necessary declaration from each of the Independent Directorsunder section 149(7) of the Companies Act 2013 that he/she meets the criteria ofIndependence laid down in section 149(6) of the Companies Act 2013.
FORMAL ANNUAL EVALUATION
Pursuant to the provisions of the Companies Act 2013 the Board has carried out theannual performance evaluation of its own performance the Directors individually includingthe Chairman of the Board as well as the evaluation of the Committees of the Board. Astructured questionnaire was prepared after taking into consideration inputs received fromthe Directors. The performance evaluation of the Independent Directors was also carriedout by the entire Board.
The results of the evaluation done by Independent Directors were reported to theChairman of the Board. It was reported that the performance evaluation of the BoardCommittee etc. was satisfactory. The Directors expressed their satisfaction with theevaluation process.
NUMBER OF MEETINGS OF THE BOARD
During the financial year 31st March 2017 Six Board Meetings were held and Four AuditCommittee Meetings were convened and held. The intervening gap between the Meetings waswithin the period prescribed under the Companies Act 2013 i.e. not more than 120 daysfrom the previous meeting.
DIRECTORS' REMUNERATION POLICY AND CRITERIA FOR MATTERS UNDER SECTION 178:
Information regarding Director's Remuneration policy and criteria for determiningqualifications positive attributes independence of a director and other matters providedunder sub-section (3) of Section 178 are provided in the Corporate Governance Report.
DIRECTOR'S RESPONSIBILITY STATEMENT:
In terms of Section 134 (5) of the Companies Act 2013 the Directors would like tostate that:
i) In the preparation of the annual accounts the applicable accounting standards havebeen followed.
ii) The Directors have selected such accounting policies and applied them consistentlyand made judgments and estimates that were reasonable and prudent so as to give a true andfair view of the state of affairs of the Company at the end of the financial year and ofthe profit or loss of the Company for the year under review.
iii) The Directors have taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of this Act for safeguardingthe assets of the Company and for preventing and detecting fraud and other irregularities.
iv) The Directors have prepared the annual accounts on a going concern basis.
v) The Directors had laid down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and were operatingeffectively.
vi) 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 OF SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANIES (IF ANY)
Your Company does not have any subsidiary/joint ventures/ Associates Company.
VIGIL MECHANISM / WHISTLE BLOWER POLICY:
In line with the provisions of the Section 177(9) of the Act and Regulation 22 of theSEBI (LODR) Regulation the Company has adopted Whistle Blower Policy as part of vigilmechanism to provide appropriate avenues to the Directors and employees to bring to theattention of the management any issue which is perceived to be in violation of or inconflict with the fundamental business principles of the Company.
This vigil mechanism provides for adequate safeguards against victimization ofemployees and directors who avail of the vigil mechanism and also provide for directaccess to the chairperson of the Audit committee in exceptional cases. The CompanySecretary is the designated officer for effective implementation of the policy and dealingwith the complaints registered under the policy.
In today's economic environment Risk Management plays a very important part ofbusiness. The main aim of risk management is to identify assess prioritize monitor andtake precautionary measures in respect of the events that may pose risks to the business.The Company is not subject to any specific risk except risks associated with the generalbusiness of the Company as applicable to the industry as a whole.
At present the Company has not identified any element of risk which may threaten theexistence of the Company.
RELATED PARTY TRANSACTIONS:
During the year under review the Company had not entered into anycontract/arrangement/ transaction with related parties which could be considered materialas per listing agreement with stock exchanges. Further there are no materiallysignificant related party transactions during the year made by the Company with PromotersDirectors Key Managerial Personnel or other designated persons.
MATERIAL CHANGES AND COMMITMENTS:
No significant and material changes have occurred between the end of the financial yearof the Company to which the financial statements relate and the date of the report.
DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS ORTRIBUNALS
No significant and material order has been passed by the regulators courts tribunalsimpacting the going concern status and Company's operations in future.
The Board of Director of the Company and based on the recommendation of the Auditcommittee has recommended M/s. Doshi Maru & Associates Chartered Accountants (FRN:0112187W) as Statutory Auditors of the Company in place of M/s. Surana Singh Rathi &Co Chartered Accountants (FRN: 317119E) who shall hold office for a period of 5 years(Five years) from the conclusion of this Annual general meeting until the conclusion ofthe Eighteen Annual General Meeting for approval by the members.
They have furnished a certificate confirming that if appointed their appointment willbe in accordance with Section 139 read with Section 141 of the Companies Act 2013 andthey are not disqualified to be appointed as statutory auditors in terms of section 143 ofthe Act.
The members are therefore requested to appoint M/s. Doshi Maru & AssociatesChartered Accountants (FRN: 0112187W) as Statutory Auditors of the Company for a term offive years from the conclusion of this Annual General meeting till the conclusion ofEighteen Annual General Meeting subject to ratification at every annual general meeting.
The Statutory Auditors have made certain qualifications in their Report dated 29th May2017 for the financial year ended on 31st March 2017. The qualifications and managementresponse to these qualifications are as under:
As stated in Note No 4 of the Independent Audit Report The Current Investments of Rs.189397014/- as at 31st March 2017 includes Rs. 164921000/- for 830000 shares ofEcono Trade Co. Ltd @ Rs. 198.70 valued at cost purchased in the financial year 2012-13.The market value of this investment has considerably decreased to Rs. 31.40/- per share ason 31st March 2017 which has not been taken into consideration in the preparation offinancial statement of the year concerned which constitutes a departure from theAccounting Standard - 13 "Valuation of Investments". The Current Investment as aresult has been overstated by Rs. 138859000/-. Moreover the investment is required tobe reclassified as Non Current Investment due to its tenure of holding. However as per themanagement representation the above short comings has been considered and accounted for inthe upcoming financial year 2017-18.
The Board had appointed M/s S. A & Associates Practicing Company Secretary tocarry out secretarial audit Pursuant to provision of Section 204 of the Companies Act2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014.The Secretarial Audit report is annexed herewith as
EXTRACT OF ANNUAL RETURN:
The extract of Annual Return in Form MGT-9 pursuant to Section 92(3) of the CompaniesAct 2013 and Rule 12(1) of the Companies (Management and Administration) Rules 2014 isannexed herewith as "Annexure II".
PARTICULARS OF EMPLOYEES:
As required under the provisions of Companies Act 2013 and Rule 5(2) and 5(3) of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 there are noemployee falling under the above category thus no information is required to be given inthe report.
CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION & ANALYSIS REPORTS:
The Company has complied with the corporate governance code as stipulated under SEBIListing Regulations with the Stock Exchanges. A separate section on corporate governanceunder the listing agreement along with a certificate from the auditor confirming thecompliance is annexed and forms part of this Annual report as "AnnexureIII."
DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN
Your Company is committed to provide and promote a safe healthy and congenialatmosphere irrespective of gender caste creed or social class of the employees. Duringthe year under review there was no case filed pursuant to the sexual harassment of Womenat workplace (Prevention Prohibition and Redressal) Act 2013.
Details pertaining to composition of Audit Committee are included in the report onCorporate Governance. All the recommendations made by Audit Committee were accepted byBoard.
TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND:
Your 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).
Your Company always endeavours to keep the time of response to shareholdersrequest/grievance at the minimum. Priority is accorded to address all the issues raised bythe shareholders and provide them a satisfactory reply at the earliest possible time. TheShareholders' Grievance Committee of the Board meets periodically and reviews the statusof the Shareholders' Grievances. The shares of the Company continue to be traded inelectronic forum and de-materialization exists with both the depositories viz. NationalSecurities Depository Limited and Central Depository Services (India) Limited.
Your Directors would like to express their sincere appreciation for the assistance andco-operation received from the financial institutions banks Government authoritiescustomers vendors and members during the year under review. Your Directors also wish toplace on record their deep sense of appreciation for the committed services by theCompany's executives staff and workers.
|Registered Office: || |
|Unit No. 3/A Imax Lohia ||By Order of the Board of Directors |
|Square 23 Gangadhar Babu Lane ||For Bronze Infra-Tech Limited |
|Kolkata -700 012 || |
|West Bengal ||Sd/- |
| ||Shyama Charan Kumar |
|Place: Kolkata ||Managing Director |
|Date: 14.08.2017 ||DIN: 00494297 |