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Directors Report of BCPL International Ltd.

Mar 31, 2016

TO THE MEMBERS

BCPL INTERNATIONAL LIMITED

(Formerly, Birdhi Chand Pannalal Agencies Ltd)

The Directors are pleased to present the Thirty First (31st) Annual Report together with the Audited Accounts of your Company for the Financial Year ended March 31, 2016. The summarized financial performance of your Company is as follows:

(Rs. in lakhs)

Particulars

Year ended 31st March 2016

Year ended 31st March 2015

Total Income

3258.53

255.11

Total Expenditure

3241.19

253.33

Profit before Taxation

17.34

1.79

Tax Expense

9.65

0.56

Profit for the period

7.69

1.22

Brought forward from previous year

(17.06)

(18.28)

Surplus (Deficit) carried to Balance Sheet

(9.37)

(17.06)

OPERATIONS

During the year under review, your Company achieved Total Income of Rs. 3258.53 Lakhs. Some of the key highlights of your Company’s performance during the year under review are:

- Profit before taxation is Rs. 17.34 Lakhs as against Rs. 1.79 Lakhs in the last year.

- Net profit after taxation is Rs. 7.69 Lakhs as against Rs. 1.22 Lakhs in the last year. DIVIDEND

In order to maintain a healthy capital adequacy ratio to support long term growth of your Company, your Directors has not recommended any Dividend for the Financial Year 2015-16.

AMOUNTS PROPOSED TO CARRY TO THE RESERVES

The Company has not transferred any amount out of the profit earned to reserve account during the year under review. The entire profit earned during the year under review is being carried forward under Profit & Loss Account.

MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION BETWEEN THE END OF THE FINANCIAL YEAR AND DATE OF REPORT

There have been no material changes and commitments, affecting the financial position of the company which have occurred between the end of the financial year of the company to which the financial year relate and the date of this report.

SIGNIFICANT/MATERIAL ORDERS PASSED BY THE REGULATORS

The BSE Ltd has suspended the trading in Equity Shares of the Company w.e.f 24th December, 2015. Except this no significant material orders passed by the Regulators or Courts or Tribunals impacting the going concern status of your Company and its operations in future.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company’s Internal Control Systems are commensurate with the nature, size and complexity of its business and ensure proper safeguarding of assets, maintaining proper accounting record and providing reliable financial information.

The Directors have laid down internal financial controls to be followed by the Company and such policies and procedures have been adopted by the Company for ensuring the orderly and efficient conduct of its business, including adherence to Company’s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting record and the timely preparation of reliable financial information.

An external independent firm carries out the internal audit of the Company operations and reports its findings to the Audit Committee on a regular basis. Internal Risk and Control function also evaluates organizational risk along with controls required for mitigating those risks. Internal Audit provides assurance on functioning and quality of internal controls along with adequacy and effectiveness through periodic reporting.

The Company has a Code of Business Conduct for all employees and a clearly articulated and internalized delegation of financial authority. These authority levels are periodically reviewed by management and modifications, if any, are submitted to the Audit Committee and Board for approval. The Company also takes prompt action on any violations of the Code of Business Conduct by its employees.

The Audit Committee reviews the effectiveness of the internal control system and also invites senior management personnel to provide updates on operating effectiveness and controls from time to time. A CEO/CFO Certificate signed by the Managing Director of the Company confirms the existence and effectiveness of internal controls and reiterates their responsibilities to report deficiencies to the Audit Committee. The Audit Committee also reviews the Risk management framework periodically and ensures it is updated and relevant.

During the year under review, the Internal Financial Control Audit was carried out by the Statutory Auditors, the Report of which is forming part of this Annual Report.

DEPOSITS

During the year under review, your Company has not accepted any deposit within the meaning of Sections 73 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014.

AUDITORS i. STATUTORY AUDITORS

M/s A. K. Meharia & Associates, Chartered Accountants, (Firm Registration No.324666E), Statutory Auditors of the Company, who shall hold office until the conclusion of the Annual General Meeting of the Company to be held for financial year 2016-17, are eligible for reappointment. They have confirmed their eligibility to the effect that their re-appointment, if made would be within the prescribed limits under the Act and that they are not disqualified for re-appointment.

The Statutory Auditors of the Company have not reported any fraud as specified under the second proviso of Section 143(12) of the Companies Act, 2013 (including any statutory modification(s) or re-enactment(s) for the time being in force).

The Notes on financial statement referred to in the Auditors Report are self explanatory and do not call for any further comments. The Auditors Report does not contain any qualification reservation or adverse remark.

ii. Secretarial Auditor

In terms of Section 204 of the Companies Act, 2013, read with the Companies ( Appointment and Remuneration of Managerial Personnel ) Rules, 2014 the Company had appointed Ms. Monalisa Datta, Practicing Company Secretary (Certificate of Practice No. 13580), as the Secretarial Auditor to conduct an audit of the secretarial records, for the financial year 2015-16, 2016-17 & 2017-18.

The Secretarial Audit Report for the financial year ended 31st March, 2016 is annexed herewith as [Annexure A] to this report.

DETAILS OF SUBSIDIARY/ JOINT VENTURES/ASSOCIATE COMPANIES

The Company does not have any subsidiary/joint ventures/associate companies.

SHARE CAPITAL AND SUB-DIVISION OF EQUITY SHARES

Pursuant to approval of the Shareholders obtained through Postal Ballot whose result was declared on 16th June, 2015, your Company has sub-divided the face value of its equity shares of Rs. 10/each, fully paid up into equity shares of Re. 1/- each, fully paid-up. The Board of Directors had fixed record date July 3, 2015 as the “Record Date” for the purpose of ascertaining the eligible Shareholders for receiving the aforesaid sub-divided equity shares. Subsequent to the aforesaid Record Date, new share certificates have been dispatched to the Shareholders who held shares in physical mode and also credited to the respective demat account that held shares in electronic mode.

Accordingly, the Authorized Share Capital of your Company stands re-classified at Rs. 6,00,00,000/- divided into 6,00,00,000 Equity Shares of Re. 1/- each. At present the Issued, Subscribed and Paid Up Share Capital of your Company is Rs. 3,91,00,000/- divided into 3,91,00,000 Equity Shares of Re. 1/- each, fully paid-up .

NAME CHANGE

Pursuant to approval of the Shareholders obtained through Postal Ballot and the result of which was declared on 16th June, 2015, your Company’s name was changed to “BCPL INTERNATIONAL LTD” and the Company has also received fresh Certificate of Incorporation dated July 3, 2015 from Registrar of Companies, Kolkata.

EXTRACT OF ANNUAL RETURN

The extract of Annual Return is prepared in Form MGT-9 as per the provisions of the Companies Act, 2013 and Rule 12 of the Companies (Management and Administration) Rules, 2014 and the same is annexed as [Annexure-B] to this Report.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

a) Particulars of Conservation of Energy, Technology Absorption

The Provisions of Section 134(m) of the Act relating to conservation of energy and technology absorption do not apply to this Company as the Company has not carried out any manufacturing activities.

b) Foreign Exchange Earnings and Outgo

During the year under review there was no foreign exchange outgo nor was any foreign exchange earned.

Your Company has a duly constituted Board of Directors which is in compliance with the requirements of the Companies Act, 2013, schedules thereto and rules framed thereunder and also in terms of the provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and provisions of the Articles of Association of the Company.

a) Declaration by Independent Directors

All the Independent Directors have given a declaration that they meet the criteria of Independence as laid down under Section 149(6) of the Companies Act, 2013 read with the rules made there under and Regulation 16(1)(b) of SEBI(LODR) Regulations, 2015

b) Familiarization Programme undertaken for Independent Directors

The Independent Directors are familiarized with the Company, their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, business model of the Company, etc. On appointment, the Independent Director is issued a Letter of Appointment setting out in detail, the terms of appointment, duties, responsibilities and expected time commitments. The Director is also informed in brief the various compliances required from him/her as a Director. The Director is also explained in detail the various compliances required from him/her as a Director under the various provisions of the Companies Act, 2013, SEBI (LODR) Regulations, 2015. The details of familiarization programme are available on the Company’s website under the web link www.birdhichand.in.

c) Non-Independent Director

In accordance with the provisions of Section 152 of the Companies Act, 2013, Mr. Santanu Pal (DIN: 07096019), Director, is liable to retire by rotation and being eligible, offers himself for re-appointment. The Board recommends his appointment with a view to avail his valuable advices and wise counsel.

A brief profile of the above Director seeking re-appointment required under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is given in the Notice of AGM forming part of the Annual Report.

None of the Directors of the Company are disqualified for being appointed as Directors, as specified in Section 164 (2) of the Companies Act, 2013 and rule 14(1) of the Companies (Appointment and Qualification of Directors) Rules, 2014.

d) Changes in Directorship during the year

During the year under review the Board appointed Mr. Avijit Koner (DIN: 07297850) as a Non-Executive Independent Director w.e.f. 10th November, 2015.

Mr. Kishan Lal Soni (DIN: 06902541) has resigned from the Directorship of the Company w.e.f. 10th November, 2015. The Board of Director placed on record their sincere appreciation for the valuable contribution made by Mr. Kishan Lal Soni during his tenure as Director of the Company.

e) Key Managerial Personnel

Ms. Neha Sureka resigned from the post of Whole Time Secretary & Compliance Officer of the Company w.e.f. 29th April, 2016.

BOARD EVALUATION

Pursuant to the provisions of Section 178 of the Companies Act, 2013 and the SEBI Listing Regulations, evaluation of all Board members is done on an annual basis. The evaluation is done by the Board, Nomination and Remuneration Committee and Independent Directors with specific focus on the performance and effective functioning of the Board and Individual Directors. Such performance evaluation process was formulated in consultation with the Nomination and Remuneration Committee and approved by the Board. The performance evaluation, thus, included the following:

a) Criteria for evaluation of Board of Directors as a Whole

- The frequency of meetings;

- The length of meetings;

- The number of committees and their roles;

- The flow of information to board members and between board members;

- The quality and quantity of information;

- The disclosure of information to the stakeholders.

b) Criteria for evaluation of the Individual Directors

- Ability to contribute and monitor corporate governance practices;

- Ability to contribute by introducing best practices to address top management issues;

- Participation in long term strategic planning;

- Commitment to the fulfillment of Director obligations and fiduciary responsibilities;

- Guiding strategy;

- Monitoring management performance and development;

- Statutory compliance & Corporate Governance;

- Attendance and contribution at Board/Committee meetings;

- Time spent by each of the member; and

- Core competencies.

The Directors expressed their satisfaction over the evaluation process and results thereof.

NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS

A total of twelve Meetings of the Board of Directors of your Company were held during the year under review. The maximum interval between two meetings did not exceed 120 days, as prescribed in the Companies Act, 2013, Clause 49 of the erstwhile Listing Agreement and in the SEBI (Listing Obligations and Disclosure and Requirements) Regulations, 2015. Details of all Board/Committee Meetings are given in the Corporate Governance Report which forms part of this Annual Report.

MEETINGS OF INDEPENDENT DIRECTORS

During the year under review, the Independent Directors met on 3rd March, 2016, without the attendance of Non-Independent Directors and members of the management, inter alia, to discuss on the following:

- To review the performance of the Non-Independent Directors and the Board as a whole;

- To review the performance of the Chairperson of your Company, taking into account views of Executive / Non-Executive Directors; and

- To assess the quality, quantity and timeliness of flow of information between your Company’s management and the Board that was necessary for the Board to effectively and reasonably perform their duties.

COMMITTEES OF THE BOARD

The Company has constituted/re-constituted various Board level committees in accordance with the requirements of Companies Act, 2013. Details of all the Committees along with composition and meetings held during the year under review are provided in the Report on Corporate Governance forming part of this report.

AUDIT COMMITTEE

The composition and terms of reference of the Audit Committee has been furnished in the Corporate Governance Report forming part of this Annual Report. There have been no instances where the Board has not accepted the recommendations of the Audit Committee.

NOMINATION AND REMUNERATION COMMITTEE

The composition and terms of reference of the Nomination and Remuneration Committee has been furnished in the Corporate Governance Report forming part of this Annual Report.

STAKEHOLDERS RELATIONSHIP COMMITTEE

The composition and terms of reference of the Stakeholders Relationship Committee has been furnished in the Corporate Governance Report forming part of this Annual Report.

DIRECTORS APPOINTMENT & REMUNERATION POLICY

A Nomination and Remuneration Policy has been formulated pursuant to the provisions of Section 178 and other applicable provisions of the Companies Act, 2013 and Rules thereto stating therein the Company’s policy on Directors appointment and remuneration by the Nomination and Remuneration Committee was approved by the Board of Directors. The said policy is appended as [Annexure- C] to this Report.

The said policy may also be referred to, at the Company’s official website at the web link www.birdhichand.in.

WHISTLE BLOWER POLICY/VIGIL MECHANISM

The Board has adopted a Whistle Blower Policy to maintain highest standards of professionalism, honesty, integrity, ethical behaviour and to provide a vigil mechanism for Directors/Employees to voice concern in a responsible and effective manner regarding unethical matters involving serious malpractice, abuse or wrongdoing within the organization. The Company affirms that during the year no personnel have been denied access to the Audit Committee.

The Whistle Blower Policy is available on the website of the Company at www.birdhichand.in.

PREVENTION, PROHIBITION AND REDRESSAL OF SEXUAL HARASSMENT AT WORKPLACE

The Company as an organization is committed to provide a healthy environment to all employees and thus does not tolerate any discrimination and/or harassment in any form. The Company has in place a Prevention of Sexual Harassment Policy in line with the requirements of the Sexual Harassment of Women at work place (Prevention, Prohibition and Redressal) Act, 2013.

The following is a summary of sexual harassments complaints received and disposed off during the financial year ended March 31, 2016:

- No. of Complaints received : NIL

- No. of Complaints disposed off : Not Applicable PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

The Company has complied with Section 186 of the Companies Act, 2013.

The Company has not given any guarantee or provided security during the year under review. RELATED PARTY TRANSACTIONS

During the financial year ended March 31, 2016, your Company’s transactions with all the Related Parties as defined under the Companies Act, 2013 read with Rules framed there under were in the ‘ordinary course of business’ and at ‘arm’s length’ basis. Your Company does not have any material unlisted subsidiary as defined under Regulation 16(1)(c) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. During the year under review, your Company did not have any Related Party Transaction which required prior approval of the Shareholders.

There are no transactions to be reported in Form AOC-2 in terms of Section 134 of the Act read with Rule 8 of the Companies (Accounts) Rules, 2014.

A statement of all Related Party Transactions entered was placed before the Audit Committee for its prior approval, specifying the nature, value and any other terms and conditions of the transactions. There has been no materially significant Related Party Transactions during the year under review, having potential conflict with the interest of the Company. Necessary disclosures required under the Accounting Standards (AS-18) have been made in the Notes to Financial Statements.

DISCLOSURE RELATING TO REMUNERATION OF DIRECTORS, KEY MANAGERIAL PERSONNEL AND EMPLOYEES:

A statement containing the details of the Remuneration of Directors, Key Managerial Personnel (KMP) and Employees as required under Section 197(12) of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is given as [Annexure-D] forming part of this Report.

The Company have no employee drawing a remuneration of Rs. 60,00,000/- (Rupees Sixty Lakhs) per annum or part thereof in terms of the provisions of Section 197(12) of the Companies Act, 2013 read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

CORPORATE GOVERNANCE REPORT

Pursuant to the provisions of Regulations 34 read with point C & E of Schedule V of SEBI (LODR) Regulations, 2015, a report on Corporate Governance is given as [Annexure-E] for the financial year ended 31st March, 2016 along with the Certificate on its Compliance is forming part of this Annual Report.

MANAGEMENT DISCUSSION & ANALYSIS

The Management Discussion and Analysis is given as [Annexure-F] forms an integral part of this report and gives details of the overall industry structure, economic developments, performance and state of affairs of the Company’s various businesses, internal controls and their adequacy, risk management systems and other material developments during the financial year 2015-16.

RISK AND MITIGATING STEPS

The Company has identified various risks faced by the Company from different areas. Appropriate structures are present so that risks are inherently monitored and controlled inter alia through strict quality assurance measures.

The Company has adequate internal control system and procedures to combat risks. The risk management procedure is reviewed by the Audit Committee and Board of Directors on a quarterly basis at the time of review of quarterly financial results of the Company.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Companies Act, 2013 (including any statutory modification(s) or re-enactment(s) for the time being in force), the Directors of your Company confirm that:

- in the preparation of the annual accounts for the financial year ended 31st March, 2016, the applicable Accounting Standards and Schedule III of the Companies Act, 2013 (including any statutory modification(s) or re-enactment(s) for the time being in force), have been followed and there are no material departures from the same;

- the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent, so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2016 and of the profit & loss of the Company for the Financial Year ended 31st March, 2016;

- the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 (including any statutory modification(s) or re-enactment(s) for the time being in force) for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

- the annual accounts have been prepared on a ‘ going concern’ basis;

- proper internal financial controls laid down by the Directors were followed by your Company and that such internal financial controls are adequate and operating effectively; and

- proper systems to ensure compliance with the provisions of all applicable laws were in place and that such systems were adequate and operating effectively.

APPRECIATION

Your Directors wish to convey their gratitude and place on record their appreciation for all the employees at all levels for their hard work, solidarity, cooperation and dedication during the year.

Your Directors sincerely convey their appreciation to customers, shareholders, vendors, bankers, business associates, regulatory and government authorities for their continued support.

For & on behalf of the Board

Krishan Gopal Rathi

Managing Director

DIN: 00595975

Place: Kolkata

Date: 30th May, 2016


Mar 31, 2015

Dear Members,

The Directors are pleased to present the Thirtieth Annual Report and the Company's audited financial statement for the financial year ended 31st March, 2015.

FINANCIAL RESULTS

The Company's financial performance for the year ended 31st March, 2015 is summarized below:- (Rs.)

Particulars Year ended Year ended 31st March 2015 31st March 2014

Total Income 25511481.00 2165044.00

Total Expenditure 25332757.00 2073373.00

Profit (Loss) before Taxation and Exceptional Items 178724.00 91671.00

Exceptional Items 0.00 2211302.00

Profit (Loss) before Tax 178724.00 (2119631.00) Tax Expense 56536.00 38432.00

Profit (Loss)for the Period 122188.00 (2158063.00)

Brought forward from previous year (1828389.00) 329674.00

Surplus (Deficit) Carried to Balance Sheet (1706201.00) (1828389.00)

RESULTS OF OPERATION AND THE STATE OF COMPANY'S AFFAIRS

The Company's Total Income has increased from Rs. 21.65 lacs to Rs. 255.11 lacs and Profit after Tax for the financial year 2014-15 is Rs. 1.22 lacs.

There have been no material changes and commitments, affecting the financial position of the company which have occurred between the end of the financial year of the company to which the financial year relate and the date of this report.

AMOUNTS PROPOSED TO CARRY TO THE RESERVES

The company has not transferred any amount out of the profit earned to reserve account during the year under review. The entire profit earned during the year under review is being carried forward under Profit & Loss Account.

DIVIDEND

To conserve resources for newer businesses, your Directors have decided not to recommend any dividend for the year ended 31st March, 2015.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report for the year under review, as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges, is presented in a separate section forming part of the Annual Report as Annexure 1.

SHARE CAPITAL

In order to meet the working capital requirements of the Company and for general corporate use for the Company's growth, the Company has issued and allotted 6,60,000/- (Rupees Six Lacs Sixty Thousand Only) Equity shares of face value of Rs 10/- (Rupees Ten Only) each at a premium of Rs 40/- (Rupees Forty Only) per equity shares on preferential basis to Non Promoters.

The Issued, Subscribed & Paid up Share Capital of the Company consequently, stood at 3,91,00,000/- (Rupees Three Crores Ninety One Lacs Only) comprising of 39,10,000/- (Rupees Thirty Nine Lacs Ten Thousand Only) equity shares of Rs. 10/- (Rupees Ten Only) each as on 31st March, 2015.

SUB DIVISION OF SHARES

The Company at its board meeting held on 8th May, 2015 decided to Sub-divide the Equity Shares from the Face Value of Rs. 10/- per share to Re. 1/- per share subject to the shareholders approval through postal ballot, result of which will be declared on 16th June, 2015.

COMPANY'S NAME CHANGE

The Company at its board meeting held on 8th May, 2015 decided to change the name of the company from Birdhi Chand Pannalal Agencies Limited to BCPL International Limited. The Company has already received the reservation of New Name from Registrar of Companies, Kolkata West Bengal and will change its name subject to the shareholders approval through postal ballot, result of which will be declared on 16th June, 2015.

CHANGE IN THE OBJECT CLAUSE

The Company at its board meeting held on 8th May, 2015 decided to amend its Main Object Clause as well as delete the other object clause from its Memorandum of Association subject to the shareholders approval through postal ballot, result of which will be declared on 16th June, 2015.

CHANGE OF REGISTERED OFFICE

The Company at its board meeting held on 7th March, 2015 changed the registered office of the Company from 3 Sat Narayan Temple, Road, 1st Floor, Room No-3, Salkia, Howrah-711106, West Bengal to Vivek Vihar, Phase-III, Block A-3, 2nd Floor, 493/C/A, G T Road (South), Howrah- 711102, West Bengal .

The Company at its board meeting held on 8th May, 2015 decided to change the registered office of the Company from Vivek Vihar, Phase-III, Block A-3, 2nd Floor, 493/C/A, G T Road (South), Howrah-711102, West Bengal to 27, Biplabi Trailokya Maharaj Sarani, Narayani Building, 7th Floor, Room No-703, Kolkata-700001, West Bengal and this change is in subject to the shareholders approval through postal ballot, result of which will be declared on 16th June, 2015.

RELATED PARTY TRANSACTION

During the Financial Year 2014-2015 your Company's transaction with the Related Parties as defined under the Companies Act, 2013, rules framed there under and revised Clause 49 of the Listing Agreement with the Stock Exchange, were in the 'Ordinary course of business' and 'at arm's length' basis. Your Company did not have any Related Party Transaction which requires prior approval of the shareholders. Necessary disclosures required under the Accounting Standard (AS-18) have been made in the Notes to Financial Statements.

RISK MANAGEMENT

The objective of risk management is to balance the tradeoff between risk and return and ensure optimum risk adjusted return on capital. The Risk Management Policies related to Procurement, Debtors, Financing and Investments are in place and properly documented and reviewed continuously. The processes have been laid down to oversee the implementation of the policies and continuous monitoring of the same.

Our Board level Committees viz. Audit Committee oversee risk management policies and procedures. It reviews the credit and operational risks, reviews policies in relation to investment strategy and other risks like interest rate risk, compliance risk and liquidity risk.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the requirements of the provisions of Section 134(5) of the Companies Act, 2013, with respect to the Directors' Responsibility Statement, it is hereby confirmed:

a) In the preparation of the annual accounts for the financial year ended on 31st March, 2015, the applicable accounting standards had been followed and there are no material departures from the same;

b) They have selected such accounting policies and applied them consistently and made judgments and estimates, that are reasonable and prudent, so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that period;

c) They have taken proper and sufficient care for the maintenance of adequate accounting records, in accordance with the provisions of the Act, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) The Annual Accounts are prepared on 'going concern' basis;

e) They have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and

f) They have devised proper system to ensure compliance with the provisions of applicable laws and that such systems are adequate and operating effectively.

REPORT ON CORPORATE GOVERNANCE

The company is committed to maintain good standards of Corporate Governance and adhere to the Corporate Governance requirements set out by the SEBI. The report on Corporate Governance as stipulated under the Listing agreements forms an integral part of this Report as Annexure 2. The requisite certificate from the Auditor's of the company confirming compliance with the conditions of Corporate Governance is attached to the report.

INTERNAL CONTROL

The Company's internal audit system are geared towards ensuring adequate internal controls commensurate with the size and needs of the business, with the objective of efficient conduct of operation through adherence to the company's policies, identifying areas of improvement, evaluating the reliability of Financial Statements, ensuring compliances with applicable laws and regulations and safeguarding of assets from unauthorized use.

Details of internal controls system are given in Management Discussion and Analysis Report, which forms part of the Director's Report.

DETAILS OF SUBSIDIARIES, ASSOCIATES COMPANY

Your Company doesn't have any Subsidiary Company or Associate Company.

MEETINGS OF THE BOARDS

A calendar of Board and Committee Meetings to be held during the year was circulated in advance to the Directors. Fourteen Board Meetings, Two Extra Ordinary General Meeting and One Annual General Meeting were convened and held during the year.

There are 3 Board Committees as on 31st March 2015 viz. Audit Committee, Nomination and Remuneration Committee, and Stakeholders' Relationship Committee.

Our Audit Committee with Mr. Kishan Lal Soni, Mr. Naveen Jangid, Ms. Madhumita Verma and Mr. Santanu Pal as members. There have not been any instances during the year when recommendation of the Audit Committee was not accepted by the Board.

Details of the composition of the Board and its Committees and of the Meetings held and attendance of the Directors at such Meetings, are provided in the Corporate Governance Report. The intervening gap between the Meetings was within the period prescribed under the Act and the Listing Agreement.

PREVENTION, PROHIBITION AND REDRESSAL OF SEXUAL HARASSMENT AT WORKPLACE

The company has zero tolerance for sexual harassment at workplace and has adopted a policy on prevention, prohibition an Redressal of Sexual Harassment at the workplace, in line with the provisions of the Sexual Harassment of Woman at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules there under, the Policy aims to provide protection to employees at the workplace and prevent and redress complaints of sexual harassment and for matters connected or incidental thereto, with the objective of providing a safe working environment, where employees feel secure.

The company has not received any complaint of sexual harassment during the Financial Year 2014-2015

DETAILS OF DIRECTORS AND KEY MANAGERIAL PERSONNEL CHANGES

DIRECTORS

Ms. Chandana, Mrs. Satyabhama Bubna, ceased to be Directors with effect from 14th February, 2015 and Mr. Puneet Sharma ceased to be Director with effect from 7th March, 2015 respectively. Your Directors would like to record their appreciation of the services rendered by them during their tenure of office as Director of the Company.

During the year, Mr. Krishan Gopal Rathi was appointed as a Managing Director and Mr. Kishan Lal Soni was appointed as Non-Executive Independent Director at the Board meeting held on 14th October, 2014, further approved by the shareholders at an Extra Ordinary General Meeting held on 14th November, 2014. The board appointed Mr. Naveen Jangid as a Non-Executive Independent Director with effect from 14th February, 2015, Ms. Madhumita Verma as a Non-Executive Independent Director with effect from 31st March, 2015 and Mr. Santanu Pal as a Executive Director with effect from 7th March, 2015 who is liable to retire by rotation.

KEY MANAGERIAL PERSONNEL CHANGES:

Ms. Suman Murarka was ceased to be a Company Secretary & Compliance Officer with effect from 1st January, 2015 and Ms. Neha Sureka had been appointed in the same post with effect from 7th March, 2015.

DECLARATION BY INDEPENDENT DIRECTOR

The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed both under the Companies Act, 2013 and Clause 49 of the Listing Agreement with the Stock Exchanges. The Company has devised a Policy for performance evaluation of Independent Directors, Board, Committees and other individual Directors which include criteria for performance evaluation of the non-executive directors and executive directors. The following Nomination & Remuneration Policy for Directors, Key Managerial Personnel and other employees of the Company are attached herewith marked as Annexure 3.

STATUTORY AUDITORS

M/s A. K. Meharia & Associates, Chartered Accountants, (Firm Registration No.324666E), as the Statutory Auditors of the Company, hold office till the 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 made would be within the prescribed limits under the Act and that they are not disqualified for re-appointment.

The Notes on financial statement referred to in the Auditors Report are self explanatory and do not call for any further comments. The Auditors Report does not contain any qualification reservation or adverse remark.

SECRETARIAL AUDITOR

The Board has appointed Ms. Monalisa Datta, Practicing Company Secretary (ACS 30368, CP 13580) as Secretarial Auditor to conduct the Secretarial Audit for the financial year 2014-15. The Secretarial Audit Report for the financial year ended 31st March, 2015 is annexed herewith and marked as Annexure 4 to this Report.

INTERNAL AUDITOR

In terms of provision of Section 138 of the Act, M/s Rahul Bansal & Associates, Chartered Accountant, (Firm Registration No.327098E) were appointed as Internal Auditor for the Financial Year 2014-2015. The Audit Committee in consultation with the Internal Auditor formulates the scope, functioning, periodicity and methodology for conducting the Internal Audit.

VIGIL MECHANISM/ WHISTLE BLOWER POLICY

The Vigil Mechanism of the Company, which also incorporates whistle blower policy in compliance with the provisions of Section 177 of Companies Act, 2013 and Clause 49 of the Listing Agreement. Protected disclosures can be made by a whistle blower through an email, or letter to the Chairman of the Audit Committee. The policy on vigil mechanism or whistle blower policy may be accessed on the Company's website i.e. www.birdhichand.in

NOMINATION AND REMUNERATION POLICY

The Board has Nomination and Remuneration Policy recommended by Nomination and Remuneration Committee in terms of provisions of Section 178 of the Companies Act, 2013 and Clause 49 of the Listing Agreement.

PARTICULARS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUT GO

a) Particulars of Conservation of Energy, Technology Absorption

The Provisions of Section 134(m) of the Act relating to conservation of energy and technology absorption do not apply to this Company as the Company has not carried out any manufacturing activities.

b) Foreign Exchange Earnings and Outgo

During the year under review there was no foreign exchange outgo nor was any foreign exchange earned.

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

The Company have no employee drawing a remuneration of Rs.60 ,00,000( Rupees Sixty lacs) per annum or part thereof in terms of the provisions of Section 197(12) of the Act read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules,2014.

CORPORATE SOCIAL RESPOSIBILITY

The provisions of Section 135 of the Companies Act, 2013 are not applicable to the Company.

EXTRACTS OF ANNUAL RETURN

Extract of Annual Return in form MGT 9 is being annexed herewith as Annexure 5 forming part of this Report.

GENERAL

Your Directors further state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review:

a) Details relating to deposits covered under Chapter V of the Act.

b) Issue of equity shares with differential rights as to dividend, voting or otherwise.

c) Issue of shares (including sweat equity shares) to employees of the Company under any scheme.

d) Neither the Managing Director nor the Whole-time Directors of the Company receive any remuneration or commission from any of its subsidiaries.

e) No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Company's operations in future.

ACKNOWLEGEMENTS

Your Directors would like to express their sincere appreciation for the assistance and co-operation received from Financial Institutions, Banks, Government Authorities, Customers, Vendors and Members during the year under review. Your Directors also wish to place on record their deep sense of appreciation for the committed services by the Company's executives, staff and workers.

For and On Behalf of Board of Directors



Place: Howrah Krishan Gopal Rathi

Date: 30th May, 2015 Managing Director

DIN: 00595975


Mar 31, 2014

Dear Members,

The Directors are pleases to submit the 29th Annual Report together with Audited Accounts and Auditor's Report of the Company for the financial year ended 31st March, 2014

OPERATION AND FINANCIAL RESULT

Financial Results:

Particulars 31st March, 31st March, 2014 2013

Revenue from sales & Other Sources 2,165,044 2,097,337

Expenses & Depreciation 2,073,373 1,827,447

Net Profit/(Loss) before 91,671 269,890 Exceptional/Extraordinary Items

Exceptional/Extraordinary Items 2,211,302

Profit/(Loss) Before Tax (2,119,631) 269,890

Provision for Taxation 38,432 83,396

Excess Provision for Income Tax - - (written back)

Deferred Taxation Assets - -

Profit/(Loss) after Taxation (2,158,063) 186,494

Add: balance b/f from previous year 329,674 143,180

Balance carried to Balance Sheet (1,828,389) 329,674

OPERATIONS

During the year under Report the Company has earned an income as follows:

Particulars 2013-14 2012-13

Total Revenue 2,165,044 2,097,337

Total expenses & 2,073,373 1,827,447 Depreciation

Profit before tax and 91,671 269,890 Exceptional items

Exceptional Items 2,211,302

Profit After Tax (2,119,631) 269,890

Total Tax 38,432 83,396

Profit for the period (2,158,063) 186,494

DIRECTORS:

During the year review the following director's were there on the Board of the Company:

Sr. Name of Director Designation Date of Appointment No.

1. Puneet Sharma Executive Director 10/06/2011

2. SatyabhamaBubna Independent Director 02/12/2011

3. Chandana Independent Director 08/01/2014

LISTING OF EQUITY SHARES ON BSE

Your Directors are pleased to inform you that your company has got its equity shares listed on BSE limited on May 26, 2014.

PREFERENTIAL ALLOTMENT

The Company has made the preferential allotment of shares on 13.04.2013, to parties and companies covered in the Register maintained under Section 301 of the Act, from 247,500 shares to 3,002,500 shares.

DIVIDEND

In view of nominal profit during the year & for better prospective & expansion, your Directors do not propose any dividend.

APPOINTMENT OF DIRECTORS

In accordance with the Articles of Association of the Company and the provisions of the Companies Act, 1956, the Directors of the Company are eligible for retirement by rotation.

APPOINTMENT OF AUDITORS

Pursuant to the provisions of Section 139 of the Companies Act, 2013 and rules made there under and pursuant to recommendation of Audit committee, the retiring Auditors, M/s. Surana Singh Rathi& Co., Chartered Accountants (Registration no. 317119E) be and are hereby reappointed as Auditors of the Company to hold office from the conclusion of this twenty nineth(29 ; Annual General meeting until the conclusion of the thirty first (31st) Annual General Meeting of the company subject to ratification of the appointment by the shareholders at every Annual General Meeting held after this Annual General Meeting at a remuneration to be fixed by the Board of Directors based on recommendation of Audit committee in consultation with the Auditor from time to time in addition to reimbursement of all out-of pocket expensesas may be incurred in connection with the audit of the accounts of the Company plus applicable service tax.

ADOPTION OF PROVISIONS OF COMPANIES ACT 2013

Pursuant to applicability of Companies Act 2013 w.e.f.01.04.2014, the company is in process of amending &implementing the applicable provisions as per the structure& requirement of the company. The following changes has being duly executed pursuant to approval of Board after considering the clause 49 of Listing Agreement and amendments thereon:

1) The company has implemented the using of CIN number-on all letter heads, notices, business letters, letter papers and official publications.

2) Changes in Terms of reference of Audit Committee

3) 3) Changes in terms of reference of Stakeholder Relationship committee (previously known as Shareholder/Investor Grievance Committee).

4) 4) Changes in terms of reference of Nomination & Remuneration committee (previously known as Remuneration Committee).

5) The Existing Director, Chief Financial Officer and Company Secretary be designated and regarded as Key Managerial Personnel of the company.

6) Adoption of Vigil Mechanism /Whistle Blower Policy.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS & OUTGOINGS:

The necessary information U/s 217(l)(e) of the Companies Act, 1956 as required by the Companies (Disclosure of Particulars in the report of Board of Directors) Rules, 1988 for Conservation of Energy, technology absorption and Foreign Exchange Earnings & Outgoings are not applicable to the Company.

RESEARCH AND DEVELOPMENT: NIL

AUDITORS REPORT

The Auditors have given their report on the annual accounts of the Company and there is no reservation or qualification made by them. The notes given in the Auditors' Report are self-explanatory and need no further clarification.

PARTICULARS OF EMPLOYEES:

Particulars of employees as required U/s 217(2A) of the Companies Act, 1956 as amended, are not applicable to the Company.

DIRECTORS RESPONSIBILITY STATEMENT: 1

As per the relevant provisions of section 217(2AA) of the Companies Act, 1956, the Directors of your Company confirm that our directors hereby report:

a) In the preparation of the Annual Accounts, the applicable Accounting Standards notified under companies Act, 1956 read with General Circular no 15/2013 dated 13.09.2013, issued by MCA, in respect of section 133 of Companies Act 2013 have been followed and there is nomaterial departure from the above.

b) That the Directors have selected such accounting policies and applied them consistently & made judgments and estimates that are reasonable and prudent so as to give a true & fair view of the state of affairs of the Company as at 31st March, 2014 and of Profit & Loss for the year ended on that date.

c) That proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing / detecting fraud & other irregularities.

d) That annual accounts have been prepared on a going concern basis.

ACKNOWLEDGEMENT:

Lastly your Directors acknowledge the management team and executive staff who are instrumental to the growth of the Company. They also express their deep admiration and gratitude for the support and co-operation extended by the clients, bankers, investors, shareholders, and the media for their unwavering support through the years. Your Directors also wish to thank the employees at all levels, who through their sheer commitment, sense of involvement,utmost dedication and continued perseverance enabled the Company to achieve the overall development,growth and prosperity.



By Order Of the Board

Place: Kolkata CHAIRMAN Dated: 30th May 2014


Mar 31, 2013

DEAR MEMBERS,

The Directors have pleasure to submit their Annual Report together with Audited Accounts and Auditor''s Report of the Company for the financial year ended 31st March, 2013.

OPERATION AND FINANCIAL RESULT

The performance of the company for the financial year ended 31st, March, 2013:

PARTICULARS 2012-13 2011-12

Revenue from Operations 2,097,337 59,301

Other Income -- 297,787

Total Income 2,097,337 357,088

Less: Total Expenses 1,827,447 323,689

Profit before Depreciation, 269,890 33,399 Interest & Tax

Less: Interest -- --

Depreciation --

Profit before Tax 269,890 33,399

Less: Provision for Current Tax 83,396 10,321

Profit after Tax 186,494 23,078

Less: Income Tax for earlier years -- --

Add : Profit brought forward 143,180 120,102 from Previous year

Profit available for appropriation 329,674 143,180

Proposed Dividend on Equity Shares

Corporate Tax on Dividend -- --

Balance carried to Balance Sheet 329,674 143,180

RESULT OF OPERATIONS:

During the current period of operation, Your company has shown a marked improvement as turnover has increased in F.Y 2012-13 to Rs.20,97,337 from Rs. 59,301 during FY 2011-12.

Your Directors report that the working of the Company for the year under review has resulted in a Profit of RS.1,86,494/- (after tax).

DIVIDEND

In view of nominal profit during the year & for better prospective & expansion, your Directors do not propose any dividend.

APPOINTMENT OF DIRECTORS

In accordance with the Articles of Association of the Company and the provisions of the Companies Act, 1956, the Directors of the Company are eligible for retirement by rotation.

APPOINTMENT OF AUDITORS

M/s.Surana Singh Rathi & Co., statutory auditors of the Company retiring at the forthcoming Annual General Meeting of the company being eligible offer themselves for re-appointment as the statutory auditors of the company.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS & OUTGOINGS:

The necessary information U/s 217(1)(e) of the Companies Act, 1956 as required by the Companies (Disclosure of Particulars in the report of Board of Directors) Rules, 1988 for Conservation of Energy, technology absorption and Foreign Exchange Earnings & Outgoings are not applicable to the Company.

RESEARCH AND DEVELOPMENT: NIL

AUDITORS REPORT

As regards the observations in the Auditor''s Report the explanations given in the Notes to the Accounts are self- explanatory.

PARTICULARS OF EMPLOYEES:

Particulars of employees as required U/s 217(2A) of the Companies Act, 1956 as amended, are not applicable to the Company.

DIRECTORS RESPONSIBILITY STATEMENT:

Your directors hereby report:

a) The accounting standards were followed in the preparation of annual accounts of the year under-review.

b) That the Directors have selected such accounting policies and applied them consistently & made judgments and estimates that are reasonable and prudent so as to give a true & fair view of the state of affairs of the Company as at 31st March, 2013 and of Profit & Loss for the year ended on that date.

c) That proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing / detecting fraud & other irregularities.

d) That annual accounts have been prepared on a going concern basis.

SECRETARIAL COMPLIANCE CERTIFICATE

Secretarial compliance certificate pursuant to section 383A of the Companies (Amendment) Act, 2000 is attached herewith as Annexure.

ACKNOWLEDGEMENT

Your Directors wish to acknowledge the continued faith and confidence reposed by the shareholders in the company.

By Order of the Board of Directors For Birdhi Chand Pannalal Agencies Ltd Sd/- Puneet Sharma Chairman

Place : Kolkata Date : 21st August, 2013 Registered Office: 3 Satnarayan Temple Road, 1st Floor, Room No.-3, Salkia, Howrah


Mar 31, 2012

TO THE MEMBERS OF

BIRDHI CHAND PANNALAL AGENCIES LIMITED

The Directors have pleasure to submit their 27th Annual Report together with Audited Accounts and Auditor''s Report of the Company for the financial year ended 31st March, 2012.

OPERATION AND FINANCIAL RESULT

Your Directors report that the working of the Company for the year under review has resulted in a Profit of Rs..23,078/- (after tax).

DIVIDEND

In view of nominal profit during the year & for better prospective & expansion, your Directors do not propose any dividend.

APPOINTMENT OF DIRECTORS

In accordance with the Articles of Association of the Company and the provisions of the Companies Act, 1956, the Directors of the Company are eligible for retirement by rotation.

APPOINTMENT OF AUDITORS

M/s.Surana Singh Rathi & Co., statutory auditors of the Company retiring at the forthcoming Annual General Meeting of the company being eligible offer themselves for re-appointment as the statutory auditors of the company.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS & OUTGOINGS:

The necessary information U/s 217(1)(e) of the Companies Act, 1956 as required by the Companies (Disclosure of Particulars in the report of Board of Directors) Rules, 1988 for Conservation of Energy, technology absorption and Foreign Exchange Earnings & Outgoings are not applicable to the Company.

RESEARCH AND DEVELOPMENT: NIL

AUDITORS REPORT

As regards the observations in the Auditor''s Report the explanations given in the Notes to the Accounts are self- explanatory.

Particulars of employees as required U/s 217(2A) of the Companies Act, 1956 as amended, are not applicable to the Company.

DIRECTORS RESPONSIBILITY STATEMENT:

Your directors hereby report:

a) The accounting standards were followed in the preparation of annual accounts of the year under-review.

b) That the Directors have selected such accounting policies and applied them consistently & made judgments and estimates that are reasonable and prudent so as to give a true & fair view of the state of affairs of the Company as at 31st March, 2012 and of Profit & Loss for the year ended on that date.

c) That proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing / detecting fraud & other irregularities.

d) That annual accounts have been prepared on a going concern basis.

ACKNOWLEDGEMENT

Your Directors wish to acknowledge the continued faith and confidence reposed by the shareholders in the company.

By Order Of the Board Place : Kolkata Dated: 24th August'' 2012 Sd/- CHAIRMAN


Mar 31, 2011

Dear MEMBERS,

The Directors have pleasure to submit their Annual Report together with Audited Accounts and Auditor''s Report of the Company for the financial year ended 31st March, 2011.

OPERATION AND FINANCIAL RESULT

PARTICULARS 2010-11 20009-10

Revenue from Operations 155,568 131,997

Other Income -- --

Total Income 155,568 131,997

Less: Total Expenses 135,710 106,956

Profit before Depreciation, 19,858 25,041 Interest & Tax Less: Interest -- --

Depreciation -- -- Profit before Tax 19,858 25,041

Less: Provision for Current Tax (3,682) (3,756)

Profit after Tax 16,176 21,285

Less: Income Tax for earlier years -- --

Add: Profit brought forward from 103,926 82,641 Previous year

Profit available for appropriation -- --

Proposed Dividend on Equity Shares -- --

Corporate Tax on Dividend -- --

Balance carried to Balance Sheet 120,102 103,926

Your Directors report that the working of the Company for the year under review has resulted in a Profit of RS.16,176/- (after tax).

DIVIDEND

In view of nominal profit during the year & for better prospective & expansion, your directors do not propose any dividend.

APPOINTMENT OF DIRECTORS

In accordance with the Articles of Association of the Company and the provisions of the Companies Act, 1956, Ms. Puja Sharma, the Director of the Company is eligible for retirement by rotation.

STATUTORY DISCLOSURE

| None of the Directors of the Company are disqualified as per the provisions of Section 274(1)-(g) of the Companies Act, 1956. All the Directors have made the necessary disclosures as required under various provisions of the Companies Act, 1956 and Clause 49 of the Listing Agreement.

PARTICULARS OF EMPLOYEES:

The Company had no employee during the year under review, who was in receipt of remuneration in excess of the limit specified under section 217(2A) of the Companies Act, 1956, read with Companies (Particulars of Employees) Amendment Rules, 2011.

AUDITORS

The Auditors M/s Sandeep S Sharma & Co., Chartered Accountants, Guwahati, statutory Auditors of the Company retiring at the forthcoming Annual General Meeting of the Company being eligible offer themselves for re-appointment as the statutory Auditors till next Annual General Meeting of the Company.

The notes referred to in the Auditor''s Report are self explanatory and as such they do not call for any further explanation as required under section 217(3) of the Companies Act, 1956.

PUBLIC DEPOSITS

During the year under review, your Company has not accepted any deposits from the public within the meaning of section 58A & 58AA of the Companies Act 1956 and the rules there under.

PARTICULARS UNDER SECTION 217 (1) (E) OF THE COMPANIES ACT, 1956

The necessary information regarding conservation of energy, Technology Absorption, Adoption and innovation, the information required under section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of particulars in the Report of Board of Directors) Rules 1988, is not applicable to the Company.

The Company has not earned or used foreign exchange earnings/outgoings during the year under review.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 217 (2AA) of the Companies (Amendment) Act, 2000 the Directors confirm that:

1. In the preparation of the annuals accounts, for the year ended 31st March 2011, all the applicable accounting standards prescribed by the Institute of Chartered Accountants of India have been followed;

2. The Directors had adopted such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that period.

3. The Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

4. The Directors had prepared the annual accounts on a going concern basis.

REPORT ON CORPORATE GOVERNANCE

Your Company continues to be committed to good Corporate Governance aligned with the good practices. Your Company is in compliance with the standards set out by clause 49 of the Listing Agreement with the Stock Exchanges. A detailed report on Corporate Governance compliance duly certified by the Practising Company Secretary forms part of this report as Annexure ''A''.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

Corporate Social Responsibility (CSR) is commitment of the Company to improve the quality and living standard of the employees and their families and also to the community and society at large. The Company believes in undertaking business in such a way that it leads to overall development of all stake holders and Society.

CAUTIONARY STATEMENT

Statements in this Directors'' Report & Management Discussion and Analysis Report describing the Company''s activities, projections about the future, estimates, assumptions with regard to global economic conditions and Government policies, etc. have been made in good faith and may be "forward looking statements" within the meaning of applicable securities laws and regulations. Many unforeseen factors may come into play and affect the actual results which might differ from those either expressed or implied. Market data was based on information gathered from various published and unpublished sources and their reliability and completeness cannot be assured.

APPRECIATION

The Board of Directors wishes to convey their appreciation to all the Company''s managing body for their performance and continued support. The Directors would also like to thank all the Shareholders, Consultants, Customers, Vendors, Bankers, Service Providers, and Governmental and Statutory Authorities for their continued support.

By Order of the Board of Directors For Birdhi Chand Pannalal Agencies Ltd Sd/- Bhagwati Prasad Bihani Chairman Place : Guwahati Date : 26th August, 2011

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