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Directors Report of Bervin Investment & Leasing Ltd.

Mar 31, 2015

The Directors have pleasure in presenting their 25th Annual Report on the business and operations of the Company and the accounts for the Financial Year ended March 31, 2015.

1. Financial summary or highlights/Performance of the Company

The Board's Report shall be prepared based on the stand alone financial statements of the company.

Particulars Current Year Previous Year

(Amount in (Amount in Rs

Gross Income 15,09,813 5,10,200

Profit / (Loss) Before Interest and Depreciation 10,53,049 (-) 33,92,005

Finance Charges 997 509

Gross Profit 10,52,052 (-) 33,92,514

Provision for Depreciation 387 444

Net Profit Before Tax 10,51,665 (-) 33,92,958

Provision for Tax (-) 1,39,676 0

Net Profit After Tax/Deficit 911,989 (-) 33,92,958

Adjustment for Investments market value (-) 43,37,750 (-) 63,53,711

Balance of Profit brought forward (-) 4,17,40,983 (-)3,19,94,314

Balance available for appropriation 0 0

Proposed Dividend on Equity Shares 0 0

Tax on proposed Dividend 0 0

Transfer to General Reserve 0 0

"Surplus carried to Balance Sheet (-) 4,51,66,744 (-) 4,17,40,983

2. SHARE CAPITAL

The paid up Equity Share Capital as at March 31, 2015 stood at Rs 5,89,81,000/- (Rupees Five crore Eighty Nine Lakhs and Eighty One Thousand Only/-). During the year under review the Company has not issued any fresh share capital.

(a) BUY BACK OF SECURITIES

The Company has not bought back any of its Securities during the year under review.

(b) SWEAT EQUITY

The company has not issued any sweat equity shares during the year under review.

(c) BONUS SHARES

No Bonus shares were issued during the year under review.

Id) EMPLOYEE STOCK OPTION PLAN

The Company has not provided any stock scheme to the employee. 3. DIVIDEND

No Dividend was declared for the current Financial Year due to insufficient profit.

4. RESERVES:

During the year under review no amount was transferred to any reserves.

5. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND

The provision of section 205C of the Companies Act, 1956 do not apply as the Company has not declared any dividend in the past.

6. CHANGE IN THE NATURE OF BUSINESS:

There is No Change in nature of Business as compared to last financial year.

7. CHANGE IN THE NAME AND REGISTERED OFFICE OF THE COMPANY:

There is no change in the Name of the Company and Registered Office Address of the Company.

8. MATERIAL CHANGES AND COMMITMENT AFFECTING FINANCIAL POSITION:

There are no material changes and commitments, affecting the financial position of the company which has occurred between the end of the financial year i.e. March 31st, 2015 and the date of the Directors' report.

9. SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

There are no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and company's operations in future:

10. SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANIES:

The Company has no subsidiaries, joint ventures and associate companies.

11. DEPOSITS

The company has neither accepted nor renewed any deposits during the financial year under review.

12. EXPLANATION OR COMMENTS ON QUALIFICATIONS. RESERVATIONS OR ADVERSE REMARKS OF DISCLAIMERS MADE BY THE AUDTIORS AND THE PRACTICING COMPANY SECRETARY IN THEIR REPORT:

The Auditors' Report does not contain any qualification, reservation or adverse remark. The Secretarial Audit Report issued by Mrs. Manisha Gupta, Practising Company Secretary have the following qualification, reservation or adverse remark:

1. The Company has not appointed Managing Director and Chief Financial Officer in accordance of the requirement of Section 203 of Companies act, 2013 read with Rule 8 of Companies (Appointment and remuneration of managerial personnel) Rules, 2014.

13. DISCLOSURE OF COMPOSITION OF AUDIT COMMETTEE AND PROVIDING VIGIL MECHANISM

The Provisions of Section 177 of the Companies Act, 2013 read with Rule 6 and 7 of the Companies (Meeting of the Board and its powers) Rule, 2014 is not applicable to the Company. The Audit Committee continued working under Chairmanship of Mr. A. C. Rekhi with Mr. S. K. Murgai as co-members. During the year, the sub-committee met on seven occasions with full attendance of all the members.

The composition of the Audit Committee as at March 31, 2015 and details of the Members participation at the Meetings of the Committee are as under:

Name of Category Attendance at Board Meetings held or Director 28/04/ 2014 18/06/ 2014 28/07/ 2014 26/08/ 2014 19/09/ 2014 28/10/ 2014 24/01/ 2015

Mr.A.C. Indepen dence Rekh* N.E.D Yes Yes Yes Yes Yes Yes Yes

Mr.S.K. Indepen dence Yes yes Yes Yes Yes Yes Yes Murgai N.E.D

14. STATUTORY AUDITORS

M/s Krishan K Gupta & Co., Chartered Accountants, as appointed as statutory auditors of the Company for a period of one year in the Annual General Meeting held on 30.09.2014 their continuance of appointment. The Company has received a certificate from the above Auditors to the effect that if they are reappointed, it would be in accordance with the provisions of Section 141 of the Companies Act, 2013

15. EXTRACT OF THE ANNUAL RETURN

The extract of the annual return in Form No. MGT- 9 pursuant to the provisions of the section 92 read with Rule 12 of the Companies (Management and Administration) Rule, 2014 is furnished in Annexure-T' and attached to the report.

16. CONSERVATION OF ENERGY. RESEARCH AND DEVELOPMENT. TECHNOLOGY ABSORPTION. FOREIGN EXCHANGE EARNINGS AND OUTGO:

Since the Company has no manufacturing activity, directors are not required to report on "Conservation of Energy", "Research and Development" and "Technology Absorption".

Further, there was no Foreign Exchange earnings and outgo during the year under review.

17. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

Mr. V. K. Berlia, Director retires by rotation at the forthcoming Annual General Meeting and being eligible, offer himself for reappointment.

18. NO. OF BOARD MEETINGS:

Pursuant to Section 173 (1) of the Companies Act, 2013, Seven meetings of Board of Directors were held in the year ended 31st March, 2015.

28-04-2014 26-08-2014 24-01-2015

18-06-2014 19-09-2014

28-07-2014 28-10-2014

19. PARTICULARS OF LOANS. GUARANTEES OR INVESTMENTS:

Loans, guarantees and investments covered under Section 186 of the Companies Act, 2013 form part of the notes to the financial statements provided in this Annual Report.

20. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

The Company has not entered into any contracts/arrangements with the Related Parties for the year under review. Thus the provisions of Section 188 of the Companies Act, 2013 are not attracted. Thus disclosure in Form AOC-2 is not required. Further, there are no material related party transactions during the year under review with the Promoters, Directors or Key Managerial Personnel.

21. RISK MANAGEMENT POLICY. INTERNAL CONTROL SYSTEM AND ITS ADEQUACY:

The company does not have any risk management policy in place, however there is generally an adequate internal control procedure commensurate with the size of the company and nature of the Business. Further no element of risk was identified which in the opinion of the Board may threaten the existence of the Company.

22. Board Evaluation

The evaluation framework for assessing the performance of Directors comprises of the following key areas:

i. Attendance of Board Meetings and Board Committee Meetings

ii. Quality of contribution to Board deliberations

iii. Strategic perspectives or inputs regarding future growth of Company and its performance

iv. Providing perspectives and feedback going beyond information provided by the management

v. Commitment to shareholder and other stakeholder interests

The evaluation involves Self-Evaluation by the Board Member and subsequently assessment by the Board of Directors. A member of the Board will not participate in the discussion of his/her evaluation.

23. DECLARATION OF INDEPENDENT DIRECTORS:

A declaration by Independent Directors that they met the criteria of independence as provided in sub section (6) of section 149 of the companies Act, 2013 have been provided by directors.

24. DETAILS OF POLICY DEVELOPED AND IMPLEMENTED BY COMPANY ON ITS CORPORATE SOCIAL RESPONSIBILITY INITIATIVES:

The Company has not developed and implemented any corporate Social Responsibility initiatives as the said provisions are not applicable.

DIRECTORS' RESPONSIBILITY STATEMENT:

Pursuant to Section 134 (5) of the Companies Act, 2013, the Directors confirm that:

a. in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

b. the directors had 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 March 31st, 2015 and of the profit and loss of the company for that period;

c. 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;

d. the directors had prepared the annual accounts on a going concern basis; and

e. the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

25. DISCLOSURE ABOUT COST AUDIT

As per the Cost Audit Orders, Cost Audit is not applicable to the Company.

26. LISTING WITH STOCK EXCHANGES:

The shares of the company are listed at Delhi Stock Exchange Limited, DSE House, 3/1, Asaf Ali Road, New Delhi-110002. and Bombay Stock Exchange Ltd., Phiroze Jeejeebhoy Towers, Dalai Street, Mumbai-400001.

The Annual Listing fee is being paid.

27. OBLIGATION OF COMPANY UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION. PROHIBITION AND REDRESSAL) ACT. 2013

In order to prevent sexual harassment of women at work place a new act The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 has been notified on 9th December, 2013. Under the said Act every company is required to set up an Internal Complaints Committee to look into complaints relating to sexual harassment at work place of any women employee.

Company has not adopted a policy for prevention of Sexual Harassment of Women at workplace and has not set up Committee for implementation of said policy as there are no employees in the company during the year.

28. CORPORATE GEVERNANCE CERTIFICATE

The Compliance certificate from the auditors regarding compliance of conditions of corporate governance as stipulated in Clause 49 of the Listing agreement is annexed with the report.

29. ACKNOWLEDGEMENTS:

Your Directors wish to place on record their sincere thanks to all for their continued support extended your companies activities during the year under review. Your Directors also acknowledge gratefully the shareholders for their support and confidence reposed on you company.

FOR ON BEHALF OF BOARD OF DIRECTORS

BERVIN INVESTMENT & LEASING LIMITED

V. K. BERLIA S. K. MURGAI

Director Director

(DIN : 00196774) (DIN : 00040348)

PLACE : NEW DELHI

DATE : APRIL 27, 2015


Mar 31, 2014

Dear Members,

The Directors have pleasure in presenting their 24th Annual Report together with audited accounts of your company for the year ended March 31, 2014.

(Figures in Rs. 000)

PERFORMANCE 2013-2014 2012-2013

Gross Income / Deficit 510 1721

Profit / Deficit before Depreciation (-) 3393 1403

Less: Depreciation 0 1

Less: Tax for earlier year - -

Add: Income Tax Adjustment for earlier years 0 10

Profit after tax / Deficit (-) 3393 1412

Less: Adjustment for Investments market value 6354 3317

Balance brought forward (-) 31994 (-) 30089

Balance to Balance Sheet (-) 41741 (-) 31994

DIVIDEND :

The Directors do not recommend Dividend.

DIRECTOR''S RESPONSIBILITY STATEMENT

While preparing the Annual Financial Statements, the company adhered to the following:-

1) In the preparation of the said Financial Statements, the company has followed the applicable Accounting Standards, referred to in Section 211 (3-C) of the Companies Act, 1956.

2) The Company has followed the said Accounting Standards and has been applying them consistently and has made judgments and estimates that are reasonable, prudent and are in the interest of the Company''s business, as at March 31,2014 and the profit of the company, for the said period.

3) The Directors have taken proper and sufficient care, 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 and detecting fraud and other irregularities.

4) The Directors have prepared the Financial Statements on a going concern basis.

CORPORATE GOVERNANCE

Corporate Governance report is attached.

DEPOSITS

The company has not accepted any deposit attracting the provisions of Sec. 58A of the Companies Act, 1956.

BUSINESS

No leasing business was undertaken. Activity relating to investment Purchase and Sale is being carried on.

DIRECTORS & AUDITORS

a) Directors: Mr. S. K. Murgai retire by rotation and being eligible, offer himself for re-appointment.

b) Auditors: M/s. Krishan K Gupta & Co. Chartered Accountants, hold office until the conclusion of the ensuring Annual General Meeting and are eligible for re-appointment.

CONSERVATION OF ENERGY

Regarding information as per section 217(1) (e) of the Companies Act, 1956 the Company has no activity relating to Conservation of energy or technology absorption.

STOCK EXCHANGE

The shares of the company are listed at Delhi Stock Exchange Limited, DSE House, 3/1, Asaf Ali Road, New Delhi-110002 and Bombay Stock Exchange Ltd., Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai - 400001. The annual listing fee is being paid.

PARTICULARS OF EMPLOYEES

Information in accordance with Section 217 (2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) rules, 1975 is Nil.

ACKNOWLEDGEMENT

The Directors wish to place on record their appreciation of the sincere co-operation the company has received from its bankers and associated personnel.

FOR AND ON BEHALF OF THE BOARD OF DIRECTORS

A.C.REKHI Dated: April 28, 2014 Chairman Place: New Delhi


Mar 31, 2013

The Directors have pleasure in presenting their 23rd Annual Report together with audited accounts of your company for the year ended March 31, 2013.

(Figures in !000)

PERFORMANCE 2012-2013 2011-2012

Gross Income / Deficit 1721 386

Profit / Deficit before Depreciation 1403 58

Less: Depreciation 1 1

Less: Tax for earlier year - 11

Add: Income Tax Adjustment for earlier years 10 --

Profit after tax / Deficit 1412 46

Less: Adjustment for Investments market value 3317 494

Balance brought forward (-) 30089 (-) 29641

Balance to Balance Sheet (-) 31994 (-) 30089



DIVIDEND :

The Directors do not recommend Dividend.

DIRECTOR''S RESPONSIBILITY STATEMENT

While preparing the Annual Financial Statements, the company adhered to the following:-

1) In the preparation of the said Financial Statements, the company has followed the applicable Accounting Standards, referred to in Section 211 (3-C) of the Companies Act, 1956.

2) The Company has followed the said Accounting Standards and has been applying them consistently and has made judgments and estimates that are reasonable, prudent and are in the interest of the Company''s business, as at March 31,2013 and the profit of the Company, for the said period.

3) The Directors have taken proper and sufficient care, 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 and detecting fraud and other irregularities.

4) The Directors have prepared the Financial Statements on a going concern basis.

CORPORATE GOVERNANCE

Corporate Governance report is attached.

DEPOSITS

The company has not accepted any deposit attracting the provisions of Sec. 58A of the Companies Act, 1956.

BUSINESS

No leasing business was undertaken. Activity relating to investment Purchase and Sale is being carried on.

DIRECTORS & AUDITORS

a) Directors: Mr. Ram Avtar Sharma resigned on 30.07.2012 from Directorship.

Mr. A. C. Rekhi retire by rotation and being eligible, offer himself for re- appointment.

b) Auditors: M/s. Krishan K Gupta & Co. Chartered Accountants, hold office until the conclusion of the ensuring Annual General Meeting and are eligible for re-appointment.

CONSERVATION OF ENERGY

Regarding information as per section 217(1) (e) of the Companies Act, 1956 the Company has no activity relating to Conservation of energy or technology absorption.

STOCK EXCHANGE

The shares of the company are listed at Delhi Stock Exchange Limited, DSE House, 3/1, Asaf AN Road, New Delhi-110002 and Bombay Stock Exchange Ltd., Phiroze Jeejeebhoy Towers, Dalai Street, Mumbai - 400001. The annual listing fee is being paid.

PARTICULARS OF EMPLOYEES

Information in accordance with Section 217 (2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) rules, 1975 is Nil.

ACKNOWLEDGEMENT

The Directors wish to place on record their appreciation of the sincere co-operation the company has received from its bankers and associated personnel.



FOR AND ON BEHALF OF THE

BOARD OF DIRECTORS



A.C.REKHI

Dated: April 29, 2013 Chairman

Place: New Delhi


Mar 31, 2012

The Directors have pleasure in presenting their 22nd Annual Report together with audited accounts of your company for the year ended March 31, 2012.

(Figures in Rs. 000)

PERFORMANCE 2011-2012 2010-2011

Gross Income / Deficit 386 (-) 139

Profit / Deficit before Depreciation 58 (-) 556

Less: Depreciation 1 1

Tax for earlier year - -

Profit after tax / Deficit 57 (-) 557

Less: Adjustment for Investments market value 494 2505

Balance brought forward (-) 29641 (-) 26579

Balance to Balance Sheet (-) 30078 (-) 29641

DIVIDEND :

The Directors do not recommend Dividend,

DIRECTOR'S RESPONSIBILITY STATEMENT

While preparing the Annual Financial Statements, the company adhered to the following:-

1) In the preparation of the said Financial Statements, the company has followed the applicable Accounting Standards, referred to in Section 211 (3-C) of the Companies Act, 1956,

2) The Company has followed the said Accounting Standards and has been applying them consistently and has made judgments and estimates that are reasonable, prudent and are in the interest of the Company's business, as at March 31,2012 and the profit of the company, for the said period.

3) The Directors have taken proper and sufficient care, 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 and detecting fraud and other irregularities.

4) The Directors have prepared the Financial Statements on a going concern basis.

CORPORATE GOVERNANCE

Corporate Governance report is attached.

DEPOSITS

The company has not accepted any deposit attracting the provisions of Sec. 58A of the Companies Act, 1956.

BUSINESS

No leasing business was undertaken. Activity relating to investment Purchase and Sale is being carried on.

DIRECTORS & AUDITORS

a) Directors: Mr. V. K. Berfia & Mr. T.S. Grover retire by rotation and being eligible, offer themselves for re-appointment.

b) Auditors; M/s. Krishan K Gupta & Co. Chartered Accountants, hold office until the conclusion of the ensuring Annual General Meeting and are eligible for re-appointment.

CONSERVATION OF ENERGY

Regarding information as per section 217(1) (e) of the Companies Act, 1956 the Company has no activity relating to Conservation of energy or technology absorption.

STOCK EXCHANGE

The shares of the company are listed at Delhi Stock Exchange Limited, DSE House, 3/1, Asaf All Road, New Delhi-110002 and Bombay Stock Exchange Ltd., Phiroze Jeejeebhoy Towers, Dalai Street, Mumbai - 400001. The annual listing fee is being paid.

PARTICULARS OF EMPLOYEES

Information in accordance with Section 217 (2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) rules, 1975 is Nil.

ACKNOWLEDGEMENT

The Directors wish to place on record their appreciation of the sincere co-operation the company has received from its bankers and associated personnel.

FOR AND ON BEHALF OF THE

BOARD OF DIRECTORS

A.C.REKHI

Dated: April 24, 2012 Chairman

Place: New Delhi


Mar 31, 2011

The Directors have pleasure in presenting their 21st Annual Report together with audited accounts of your company for the year ended March 31, 2011.

(Figures in 000)

PERFORMANCE 2010-2011 2009-2010

Gross Income / Deficit (-) 139 (-) 398

Profit / Deficit before Depreciation (-) 556 (-) 650

Less: Depreciation 1 1

Tax for earlier year - 6

Profit after tax / Deficit (-) 557 (-) 657

Less: Adjustment for investments market value 2505 20796

Balance brought forward (-) 26579 (-) 46717

Balance to Balance Sheet (-) 29641 (-) 26579

DIVIDEND :

The Directors do not recommend Dividend.

DIRECTORS RESPONSIBILITY STATEMENT

While preparing the Annual Financial Statements, the company adhered to the following :-

1) In the preparation of the said Financial Statements, the company has followed the applicable Accounting Standards, referred to in Section 211 (3-C) of the Companies Act, 1956.

2) The Company has followed the said Accounting Standards and has been applying them consistently and has made judgments and estimates that are reasonable, prudent and are in the interest of the Companys business, as at March 31,2011 and the profit of the company, for the said period.

3) The Directors have taken proper and sufficient care, 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 and detecting fraud and other irregularities.

4) The Directors have prepared the Financial Statements on a going concern basis.

CORPORATE GOVERNANCE

Corporate Governance report is attached.

DEPOSITS

The company has not accepted any deposit attracting the provisions of Sec. 58A of the Companies Act, 1956.

BUSINESS

No leasing business was undertaken. Activity relating to investment Purchase and

Safe is being carried on.

DIRECTORS a AUDITORS

a) Directors: Mr. A.C.Rekhi , Mr. S..K. Murgai and Mr. Ramavtar Sharma retire by rotation and being eligible, offer themselves for re-appointment.

b) Auditors: M/s. Krishan K Gupta & Co. Chartered Accountants, hold office until the conclusion of the ensuring Annual General Meeting and are eligible for re-appointment.

CONSERVATION OF ENERGY

Regarding information as per section 217(1) (e) of the Companies Act, 1956 the Company has no activity relating to Conservation of energy or technology absorption.

STOCK EXCHANGE

The shares of the company are listed at Delhi Stock Exchange Limited, DSE House, 3/1, Asaf Ali Road, New Delhi-110 002 and Bombay Stock Exchange Ltd., Phiroze Jeejeebhoy Towers, Dalai Street, Mumbai -400 001. The annual listing fee has been paid.

PARTICULARS OF EMPLOYEES

Information in accordance with Section 217 (2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) rules, 1975 is Nil.

ACKNOWLEDGEMENT

The Directors wish to place on record their appreciation of the sincere co-operation the company has received from its bankers and associated personnel.

FOR AND ON BEHALF OF THE BOARD OF DIRECTORS

A.C.REKHI

Dated: April 29, 2011 Chairman

Place: New Delhi

 
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