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Directors Report of BFL Developers Ltd.

Mar 31, 2015

The directors are pleased to present the 20th Annual Report of your Company together with the Annual Financial Statements for the Financial Year 2014-15.

COMPANY'S PERFORMANCE

Particulars F.Y. 2014-15 F.Y. 2013-14

Total Revenue 30,48,934/- 5,90,180/-

Less: Total Expenditure 28,66,619/- 4,31,446/-

Profit / (Loss) before Taxation 1,82,315/- 1,58,734/-

Tax Expenses (28,747/-) 17,048/-

Profit / (Loss) after Tax 2,11,062/- 1,41,686/-

PERFORMANCE REVIEW

The net receipts from operations during the year under review were Rs. 30,48,934/-as against Rs. 5,90,180/- in the previous year. The profit/ (Loss) after tax is Rs. 2,11,062/-as against Rs. 1,41,686/- in the previous year.

DIVIDEND

Following the conservative approach to retain profits, your Directors did not recommend payment of any dividend for the Financial Year 2014-15.

TRANSFER TO RESERVES:

As per requirement of RBI regulations, the Company has transferred the following amounts to various reserves during Financial Year ended March 31, 2015-

Amount transferred to Amount (in Rs.)

Special Reserve

- 20% of net profit 43,000/-

- 0.25% of Standard Assets (20,600/-)

NUMBER OF MEETINGS OF BOARD OF DIRECTORS

The Meetings of the Board are generally held at the Registered Office of the Company at 1, Tara Nagar, Ajmer Road, Jaipur 302 006. During the year under review, 6 (Six) Board Meetings were held on 20.05.2014, 29.05.2014, 09.08.2014, 08.11.2014, 18.11.2014 and 02.02.2015. All the Board members and the senior management personnel have affirmed compliance with the Code of Conduct during the year ended on 31st March, 2015.

DECLARATION OF INDEPENDENCE BY DIRECTORS

The Independent Non-Executive Directors of the Company, viz. Mr. Mahendra Kumar Dugar, Mr. Puneet Kumar Gupta and Mr. Surendra Mehta have affirmed that they continue to meet all the requirements specified under sub-section (6) of section 149 of Companies Act, 2013 in respect of their position as an "Independent Director" of BFL Developers Limited.

MANAGEMENT AND BOARD OF DIRECTORS

During the year, due to cessation of Mr. Manoj Kumar Jain, CFO of the Company, Mr. Aditya Baid was appointed as Chief Financial Officer of the Company in terms of Sec. 203 of the Companies Act, 2013 read with the rules made there under.

Mr. Nishant Jain, Director of the Company expressed his inability to continue as the Director of the Company due to his prior engagements. Mr. Nishant Jain has been on the Board of the company since 2002. The Board places on record its sincere appreciation and recognition towards the valuable contribution and services rendered by Mr. Nishant Jain during his tenure as a Director.

In terms of Sec. 203 of the Companies Act, 2013 read with the rules made hereunder, CS Harshita Maheshwari was appointed as Company secretary and Compliance Officer of the Company w.e.f. 02.02.2015.

Mr. Surendra Mehta was appointed as an Additional Director on the Board of the company w.e.f. 18.11.2014, and subject to the approval of the members at the ensuing Annual General Meeting his appointment is being regularized as Independent Non Executive Director on the terms and conditions as mentioned in the resolution in the Notice.

Mrs. Sobhag Devi Baid, Director of the Company whose period is liable to retire by rotation pursuant to the provisions of the Companies Act, 2013 and the Articles of Association of the Company retires by rotation in the ensuing AGM and being eligible, offers herself for reappointment.

AUDITORS

- Statutory Auditors

M/s. Khilnani & Associates, Chartered Accountants (Firm Registration No. 005776C), Jaipur are proposed to be appointed as Statutory Auditors in place of retiring Auditors M/s. Sharma Naresh & Associates, Chartered Accountants, and shall hold office from the conclusion of this Annual General Meeting till the conclusion of the 25th Annual General Meeting subject to ratification of the appointment by the members of the Company at every Annual General Meeting held after this Annual General Meeting.

The company has received letter from M/s. Khilnani & Associates, Chartered Accountants to the effect that their appointment, if made, would be within the prescribed limits under Section 139 of the Companies Act, 2013 and that they are not disqualified for appointment within the meaning of Section 141 of the said Act. Accordingly, the Board of Directors has recommended the appointment as Statutory Auditors on a remuneration to be decided by the Board.

The Notes on Financial Statements referred to in the Auditor's Report for the financial year ended 31st March, 2015 are self-explanatory and does not call for any further comments.

- Secretarial Auditor

As per Section 204 of Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, every Listed Company is required to appoint Secretarial Auditor to carry out Secretarial Audit of the Company.

In consonance with the requirements of Section 204 of the Companies Act, 2013 and rules made there under, M/s V. M. & Associates, Company Secretaries in Practice, Jaipur, was appointed to conduct the secretarial audit of the Company for the financial year 2014-15.

A Secretarial Audit Report issued by M/s V. M. & Associates, Company Secretaries, in respect of the secretarial audit of the Company for the financial year ended 31st March, 2015, is given in Annexure I to this Report.

The Secretarial Audit report for the financial year ended 31st March, 2015 is self explanatory and does not call for any further comments.

The Board has re-appointed M/s V. M. & Associates, Company Secretaries in Practice, Jaipur as Secretarial Auditor of the Company to carry out secretarial audit of the Company for the financial year 2015-16.

- Internal Auditor

As per Section 138 of Companies Act, 2013 read with Companies (Audit and Auditors) Rules, 2014, every Listed Company is required to appoint an Internal Auditor or a firm of Internal Auditors to carry out Internal Audit of the Company.

In consonance with the aforementioned, M/s Shiv Shanker Khandelwal & Co., Chartered Accountants, Jaipur was appointed to conduct the Internal Audit of the Company for the financial year 2014-15.

The internal Audit report for the financial year ended 31st March, 2015 is self explanatory and does not call for any further comments.

The Board re-appointed M/s Shiv Shanker Khandelwal & Co., Chartered Accountants, Jaipur as the Internal Auditor of the Company for the financial year 2015 -16.

LOANS, GUARANTEES AND INVESTMENTS IN SECURITIES BY THE COMPANY

Pursuant to Section 186(11) of the Companies Act, 2013 loans made, guarantees given or securities provided or acquisition of securities by a Non Banking Financial Company in the ordinary course of its business are exempted from disclosure in the Annual Report.

RELATED PARTY TRANSACTIONS

All the related party transactions that were entered during the financial year are done on arm's length basis. Relevant Form for disclosure of particulars of contracts/arrangements entered into by the company with related parties referred to in sub-section (1) of section 188 of the Companies Act, 2013 is given in Annexure II to this Report.

POSTAL BALLOT

A. The Company is seeking consent of the shareholders, through proposed Special Resolution(s) as contained in the Notice to shareholders dated 16th May, 2015 and as mentioned hereunder:

1. to borrow money u/s 180 (1) (c) of the Companies Act, 2013 upto a sum of Rs. 2,50,00,00,000/- (Rupees Two Hundred and Fifty Crores only);

2. to create charge or mortgage, sell/lease or otherwise dispose off the whole or substantially the whole of the undertaking(s)and/or asset(s), present and future of the Company u/s 180 (1) (a) of the Companies Act, 2013, to secure borrowings, up to a sum of Rs. 2,50,00,00,000/- (Rupees Two Hundred and Fifty Crores only).

CS Manoj Maheshwari, FCS 3355, Practicing Company Secretary is appointed as the Scrutinizer for the Postal Ballot process. The e-voting facility will also be made available in compliance with the applicable provisions of the Companies Act, 2013 and the Listing Agreement for postal ballot process.

RISK MANAGEMENT

The Company has developed and implemented a risk management policy which encompasses practices relating to identification, assessment monitoring and mitigation of various risks to key business objectives. The Risk management framework of the Company seeks to minimize adverse impact of risks on our key business objectives and enables the Company to leverage market opportunities effectively.

The various key risks to key business objectives are as follows:

Liquidity Risk: It is the risk that the Company will be unable to meet its financial commitment to a Bank/ Financial Institution in any location, any currency at any point in time. Liquidity risk can manifest in three different dimensions for the Company.

Funding Risk: To replace net outflows due to unanticipated outflows.

Time Risk: To compensate for non receipt of expected inflows of funds.

Call Risk: Due to crystallization of contingent liabilities or inability to undertake profitable business opportunities when desirable.

Interest Rate Risk: It is the risk where changes in market interest rates might adversely affect the Company's financial condition. The short term/immediate impact of changes in interest rates are on the Company's Net Interest Income (NII). On a longer term, changes in interest rates impact the cash flows on the assets, liabilities and off-balance sheet items, giving rise to a risk to the net worth of the Company arising out of all reprising mismatches and other interest rate sensitive positions.

NOMINATION AND REMUNERATION POLICY

This Nomination and Remuneration Policy (the "Policy") applies to the Board of Directors (the "Board"), Key Managerial Personnel (the "KMP") and the Senior Management Personnel of BFL Developers Limited (the "Company").

"Key Managerial Personnel" (KMP) means-

(i) the Chief Executive Officer or the Managing Director or the Manager

(ii) the Company Secretary;

(iii) the Whole-time Director:

(iv) the Chief Financial Officer; and

(v) such other officer as may be prescribed;

The term "Senior Management Personnel" means to include all members other than the Directors and KMPs of the Company, who are members of management one level below the Executive Directors.

This Policy is in compliance with Section 178 of the Companies Act, 2013 read along with the applicable rules thereto and Clause 49 under the Listing Agreement and includes formal evaluation framework of the Board.

1. Purpose

The primary objective of the Policy is to provide a framework and set standards for the nomination, remuneration and evaluation of the Directors, Key Managerial Personnel and officials comprising the senior management. The Company aims to achieve a balance of merit, experience and skills amongst its Directors, Key Managerial Personnel and Senior Management.

2. Accountabilities

2.1 The Board is ultimately responsible for the appointment of Directors and Key Managerial Personnel.

2.2 The Board has delegated responsibility for assessing and selecting the candidates for the role of Directors, Key Managerial Personnel and the Senior Management of the Company to the Nomination and Remuneration Committee which makes recommendations & nominations to the Board.

3. Nomination and Remuneration Committee

The Nomination and Remuneration Committee is responsible for:

3.1 reviewing the structure, size and composition (including the skills, knowledge and experience) of the Board at least annually and making recommendations on any proposed changes to the Board to complement the Company's corporate strategy, with the objective to diversify the Board;

3.2 identifying individuals suitably qualified to be appointed as the KMPs or in the senior management of the Company;

3.3 recommending to the Board on the selection of individuals nominated for Directorship;

3.4 making recommendations to the Board on the remuneration payable to the Directors / KMPs / Senior Officials so appointed / reappointed;

3.5 assessing the independence of independent directors;

3.6 such other key issues/matters as may be referred by the Board or as may be necessary in view of the Listing Agreement and provision of the Companies Act 2013 and Rules there under.

3.7 to make recommendations to the Board concerning any matters relating to the continuation in office of any Director at any time including the suspension or termination of service of an Executive Director as an employee of the Company subject to the provision of the law and their service contract;

3.8 ensure that level and composition of remuneration is reasonable and sufficient, relationship of remuneration to performance is clear and meets appropriate performance benchmarks;

3.9 to devise a policy on Board diversity;

3.10 to develop a succession plan for the Board and to regularly review the plan;

The Nomination and Remuneration Committee comprises of the following:

a) The Committee shall consist of a minimum 3 non-executive directors, at least one-half of them being independent.

b) Minimum two (2) members shall constitute a quorum for the Committee meeting.

c) Membership of the Committee shall be disclosed in the Annual Report.

d) Term of the Committee shall be continued unless terminated by the Board of Directors. CHAIRMAN

a) Chairman of the Committee shall be an Independent Director.

b) Chairperson of the Company may be appointed as a member of the Committee but shall not be a Chairman of the Committee.

c) In the absence of the Chairman, the members of the Committee present at the meeting shall choose one amongst them to act as Chairman.

d) Chairman of the Nomination and Remuneration Committee meeting could be present at the Annual General Meeting or may nominate some other member to answer the shareholders' queries.

COMMITTEE MEMBERS' INTERESTS

a) A member of the Committee is not entitled to be present when his or her own remuneration is discussed at a meeting or when his or her performance is being evaluated.

b) The Committee may invite such executives, as it considers appropriate, to be present at the meetings of the Committee.

VOTING

a) Matters arising for determination at Committee meetings shall be decided by a majority of votes of Members present and voting and any such decision shall for all purposes be deemed a decision of the Committee.

b) In the case of equality of votes, the Chairman of the meeting will have a casting vote.

4. Appointment of Directors/KMPs/Senior Officials

4.1 Enhancing the competencies of the Board and attracting as well as retaining talented employees for role of KMP/ a level below KMP are the basis for the Nomination and Remuneration Committee to select a candidate for appointment to the Board. When recommending a candidate for appointment, the Nomination and Remuneration Committee has regard to:

- assessing the appointee against a range of criteria which includes but not be limited to qualifications, skills, regional and industry experience, background and other qualities required to operate successfully in the position, with due regard for the benefits from diversifying the Board;

- the extent to which the appointee is likely to contribute to the overall effectiveness of the Board, work constructively with the existing directors and enhance the efficiencies of the Company;

- the skills and experience that the appointee brings to the role of KMP/Senior Official and how an appointee will enhance the skill sets and experience of the Board as a whole;

- the nature of existing positions held by the appointee including directorships or other relationships and the impact they may have on the appointee's ability to exercise independent judgment;

4.2 Personal specifications:

- Degree holder in relevant disciplines;

- Experience of management in a diverse organization;

- Excellent interpersonal, communication and representational skills;

- Demonstrable leadership skills;

- Commitment to high standards of ethics, personal integrity and probity;

- Commitment to the promotion of equal opportunities, community cohesion and health and safety in the workplace;

- Having continuous professional development to refresh knowledge and skills.

5. Letters of Appointment

Each Director/KMP/Senior Officials is required to sign the letter of appointment with the Company containing the terms of appointment and the role assigned in the Company.

6. Remuneration of Directors, Key Managerial Personnel and Senior Management

The guiding principle is that the level and composition of remuneration shall be reasonable and sufficient to attract, retain and motivate Directors, Key Management Personnel and other senior officials.

The Directors, Key Management Personnel and other senior official's salary shall be based & determined on the individual person's responsibilities and performance and in accordance with the limits as prescribed statutorily, if any.

The Nominations & Remuneration Committee determines individual remuneration packages for Directors, KMPs and Senior Officials of the Company taking into account factors it deems relevant, including but not limited to market, business performance and practices in comparable companies, having due regard to financial and commercial health of the Company as well as prevailing laws and government/other guidelines. The Committee consults with the Chairman of the Board as it deems appropriate. Remuneration of the Chairman is recommended by the Committee to the Board of the Company.

(i) Remuneration:

a) Base Compensation (fixed salaries)

Must be competitive and reflective of the individual's role, responsibility and experience in relation to performance of day-to-day activities, usually reviewed on an annual basis; (includes salary, allowances and other statutory/non-statutory benefits which are normal part of remuneration package in line with market practices).

b) Variable salary:

The Committee may in its discretion structure any portion of remuneration to link rewards to corporate and individual performance, fulfillment of specified improvement targets or the attainment of certain financial or other objectives set by the Board. The amount payable is determined by the Committee, based on performance against pre-determined financial and non-financial metrics.

(ii) Statutory Requirements:

Section 197(5) provides for remuneration by way of a fee to a director for attending meetings of the Board of Directors and Committee meetings or for any other purpose as may be decided by the Board.

Section 197(1) of the Companies Act, 2013 provides for the total managerial remuneration payable by the Company to its directors, including managing director and whole time director, and its manager in respect of any financial year shall not exceed eleven percent of the net profits of the Company computed in the manner laid down in Section 198 in the manner as prescribed under the Act.

The Company with the approval of the Shareholders and Central Government may authorize the payment of remuneration exceeding eleven percent of the net profits of the company, subject to the provisions of Schedule V.

The Company may with the approval of the shareholders authorize the payment of remuneration up to five percent of the net profits of the Company to its anyone Managing Director/Whole Time Director/Manager and ten percent in case of more than one such official.

The Company may pay remuneration to its directors, other than Managing Director and Whole Time Director up to one percent of the net profits of the Company, if there is a managing director or whole time director or manager and three percent of the net profits in any other case.

The net profits for the purpose of the above remuneration shall be computed in the manner referred to in Section 198 of the Companies Act, 2013.

6.1 The Independent Directors shall not be entitled to any stock option and may receive remuneration by way of fee for attending meetings of the Board or Committee thereof or for any other purpose as may be decided by the Board. The sitting fee to the Independent Directors shall not be less than the sitting fee payable to other directors.

6.2 The remuneration payable to the Directors shall be as per the Company's policy and shall be valued as per the Income Tax Rules.

6.3 The remuneration payable to the Key Managerial Personnel and the Senior Management shall be as may be decided by the Board having regard to their experience, leadership abilities, initiative taking abilities and knowledge base.

FORMAL ANNUAL EVALUATION

The evaluation/assessment of the Directors, KMPs and the senior officials of the Company is to be conducted on an annual basis and to satisfy the requirements of the Companies Act, 2013.

The following criteria assist in determining how effective the performances of the Directors / KMPs/ Senior officials have been:

- Leadership & stewardship abilities;

- Contributing to clearly define corporate objectives & plans;

- Communication of expectations & concerns clearly with subordinates;

- obtain adequate, relevant & timely information from external sources;

- review & approval achievement of strategic and operational plans, objectives, budgets;

- regular monitoring of corporate results against projections ;

- identify, monitor & mitigate significant corporate risks ;

- assess policies, structures & procedures ;

- direct, monitor & evaluate KMPs, senior officials ;

- review management's succession plan ;

- effective meetings ;

- assuring appropriate board size, composition, independence, structure ;

- clearly defining roles & monitoring activities of committees;

- review of corporation's ethical conduct.

Evaluation on the aforesaid parameters was conducted by the Independent Directors for each of the Executive/Non-Independent Directors in a separate meeting of the Independent Directors.

The Board evaluated/assessed each of the Directors along with its own performance and that of the committees on the aforesaid parameters.

ASSOCIATE COMPANIES

During the year under review, Jaisukh Developers Private Limited ceased to be an associate Company.

FIXED DEPOSITS

The Company has not invited or accepted any fixed deposit from the public during the year under review.

INTERNAL FINANCIAL CONTROL SYSTEMS

The Company has put in place an adequate system of internal control commensurate with its size and nature of business. These systems provide a reasonable assurance in respect of providing financial and operational information, complying with applicable statutes, safeguarding of assets of the Company and ensuring compliance with corporate policies. The Audit Committee reviews adherence to internal control systems and internal audit reports.

COMPOSITION OF AUDIT COMMITTEE

The Audit Committee comprises of 3 (three) Non-executive &Independent Director and as on March 31, 2015 was chaired by Mr. Mahendra Kumar Dugar.

The details of the composition of the Committee are set out in the following table:

Name of Member Category Category

Mr. Mahendra Kumar Dugar Non-Executive & Independent Director Chairman DIN: 00022381

Mr. Puneet Kumar Gupta Non-Executive & Independent Director Member DIN: 00019971

Mr. Surendra Mehta Non-Executive & Independent Director Member

DIN:00298751

TERMS OF REFERENCE OF AUDIT COMMITTEE:

The terms of reference of the Audit Committee inter alia include the following:

- the recommendation for appointment, remuneration and terms of appointment of auditors of the Company;

- review and monitor the auditor's independence and performance, and effectiveness of audit process;

- examination of the financial statement and the auditors' report

- approval or any subsequent modification of transactions of the Company with related parties;

- scrutiny of inter-corporate loans and investments;

- valuation of undertakings or assets of the Company, wherever it is necessary;

- evaluation of internal financial controls and risk management systems;

- monitoring the end use of funds raised through public offers and related matters.

VIGIL MECHANISM

In May, 2014, the Board adopted and implemented the vigil mechanism/whistleblower policy that adopts global best practices. We have established a vigil mechanism for Directors and employees to report concerns and unethical behavior, actual or suspected fraud or violation of our code of conduct and ethics. It also provides for adequate safeguards against the victimization of persons who use such mechanism and make provision for direct access to the chairperson of the Audit Committee in exceptional cases.

The functioning of the vigil mechanism is reviewed by the Audit Committee from time to time.

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

The operations of your company are not energy intensive. Furthermore, the Company, being a non-banking finance company (NBFC), does not have any manufacturing activity, The directors, therefore, have nothing to report on 'conservation of energy and technology absorption'.

The particulars relating to foreign exchange earnings and outgo are NIL

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to sub section 3 (c) of Section 134 of the Companies Act, 2013, the Board of Directors of the Company hereby state and confirm that:

i. in the preparation of the annual accounts for the year ended March 31, 2015, the applicable accounting standards have been followed and there are no material departures from the same;

ii. 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 at the end of the financial year and of the profit and loss of the company for that period;

iii. the directors have 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;

iv. the directors have prepared the annual accounts on a going concern basis;

v. the directors have laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively; and;

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

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

Your Company has always believed in providing a safe and harassment free workplace for every individual working in its premises through various interventions and practices. The Company always endeavors to create and provide an environment that is free from discrimination and harassment including sexual harassment.

The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of The Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013. Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy.

The following is a summary of sexual harassment complaints received and disposed off during the year 2014-15

- Number of complaints received: NIL

- Number of complaints disposed off: NIL

EXTRACT OF THE ANNUAL RETURN

Relevant extract of annual return in form no. MGT-9 as on the financial year ended on March 31, 2015 is given in Annexure III to this Report.

EMPLOYEE REMUNERATION

(A) None of the employees of the company was in receipt of the remuneration exceeding the limits prescribed u/s 197 (12) read with rule 5, sub-rule 2 of The Companies (Appointment and Remuneration of Managerial Personnel) of the Companies Act, 2013 during the year under review.

(B) The ratio of the remuneration of each director to the median employee's remuneration and other details in terms of sub-section 12 of Section 197 of the Companies Act, 2013 read with Rule 5(1) of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, are forming part of this report as Annexure IV.

MANAGEMENT DISCUSSION & ANALYSIS AND CORPORATE GOVERNANCE REPORT

As per the SEBI Circular CIR/CFD/POLICY CELL/7/2014 dated 15th September, 2014, compliance with the provisions of Clause 49 is not mandatory for the time being, in respect of the following class of companies:

a. Companies having paid up equity share capital not exceeding Rs.10 crore and Net Worth not exceeding Rs.25 crore, as on the last day of the previous financial year;

b. Companies whose equity share capital is listed exclusively on the SME and SME-ITP Platforms.

As such our Company falls in the ambit of aforesaid exemption (a); hence compliance with the provisions of Clause 49 of the Listing Agreement is not mandatory for your Company.

Consequently Management Discussion & Analysis report and Corporate Governance Report under Clause 49 of the Listing Agreement does not forms part of the Annual Report for the Financial Year 2014- 15.

LISTING OF SECURITIES

The Equity shares of the company were listed with the Jaipur Stock Exchange Limited, Ahmadabad Stock Exchange Limited and Calcutta Stock Exchange Limited. However the SEBI vide its exit order no.WTM/RKA/MRD/20/2015 dated March23rd, 2015 withdrew the recognition granted to Jaipur Stock Exchange Limited. Consequently the Jaipur Stock Exchange Limited has been de-recognized we.f March23rd, 2015.

Further, Ahmadabad Stock Exchange Ltd. is in the process of de-recognition as per exit circular issued by the SEBI.

At present the Equity shares of the company are listed with the Ahmadabad Stock Exchange Limited and Calcutta Stock Exchange Limited.

Further, the Company has initiated process of Direct Listing with BSE Ltd under the Direct Listing norms.

ACKNOWLEDGEMENTS

Your Board acknowledges with appreciation, the invaluable support provided by the Company's stakeholders, auditors, advisors and business partners, all its customers for their patronage. Your Board records with sincere appreciation the valuable contribution made by employees at all levels and looks forward to their continued commitment to achieve further growth and take up more challenges that the Company has set for the future.

DATE: 16.05.2015 FOR AND ON BEHALF OF THE BOARD

PLACE: JAIPUR

SOBHAG DEVI BAID MAHENDRA KUMAR BAID

(Director) (Managing Director)

DIN: 00019831 DIN: 00009828


Mar 31, 2014

The directors are pleased to present the 19th Annual Report of your company together with the statement of Annual Financial Statements for the Year 2013-14.

FINANCIAL REVIEW:

The financial results of the Company for the year under review as compared to the previous year are summarized below:

(Amount in Rs.)

Particulars F.Y. 2012-13 F.Y. 2013-14

Total Income 81,936,497/- 5,90,180/-

Less: Expenditure 81,862,377/- 4,31,446/-

Profit / (Loss) before Taxation 74,121/- 1,58,734/-

Deferred Taxes/ (Savings) (79,191/-) 4,248/-

Profit / (Loss) after Tax 1,53,179/- 1,41,686/- DIVIDEND

In view of the decision to conserve the profits for the future, your directors do not recommend payment of any dividend for the year ended 31st March, 2014.

AUDITORS

M/s. Sharma Naresh & Associates, Chartered Accountants, Jaipur, Statutory Auditors of the company hold office until the conclusion of this Annual General Meeting and are eligible for re-appointment.

The company has received letter from them to the effect that their re-appointment, if made, would be within the prescribed limits under Section 139 of the Companies Act, 2013 and that they are not disqualified for re-appointment within the meaning of Section 141 of the said Act.

The auditors have stated that the company has transacted with the parties covered u/s 301. The directors hereby express that the transactions entered into were basically current account transactions in nature at arm's length.

Other than this, the Notes on Financial Statements referred to in the Auditors' Report are self-explanatory and do not call for any further comments.

CORPORATE GOVERNANCE REPORT

The Company is committed to maintain the highest standards of Corporate Governance and adhere to the Corporate Governance requirements set out by SEBI.

The Report on Corporate Governance as stipulated under Clause 49 of the Listing Agreement forms part of the Annual Report along with the requisite Certificate from Company Secretaries in Practice, as stipulated, is annexed to this Report.

FIXED DEPOSIT

During the year under review, your Company has not invited, any fixed deposits from public in terms of provisions of Section 58A of the Companies Act, 1956 read with the Companies (Acceptance of Deposits) Rules, 1975.

PARTICULARS OF EMPLOYEES:

None of the employees of the Company were in receipt of remuneration exceeding the limits prescribed under Section 217 (2A) of the Companies Act, 1956, as amended read with Companies (Particulars of Employees) Rules 1975.

BOARD OF DIRECTORS

Smt. Sobhag Devi Baid, Director of the Company whose office is liable to retire by rotation pursuant to the provisions of the Companies Act, 2013 read with the rules made in that behalf and the Articles of Association of the Company retires by rotation and being eligible offer herself for re-appointment.

It is proposed to appoint Mr. Mahendra Kumar Dugar on the Board of the Company as an Independent and Non executive Director, not liable to retire by rotation.

Appointment of Mr. Puneet Kumar Gupta and Mr. Nishant Jain as an independent Director, not liable to retire by rotation on the Board of the Company for a further period of 5 years is also proposed.

It is proposed to increase the remuneration of Mr. Mahendra Kumar Baid, Managing Director of the Company, considering the applicable industry standards as per the limits as set out in the resolution above w.e.f. August 1, 2014.

Mr. Rohit Kumar Nolkha, was appointed as an Additional Directors on the Board of the company w.e.f. 08.02.2014, his tenure expires at this Annual General Meeting.

Brief profiles of the proposed appointees together with other disclosures in terms of Clause 49 of the Listing Agreement are stated in the annexure to the notice of Annual General Meeting.

Mr. Manoj Kumar Jain, Director of the Company has expressed his inability to continue as the Director of the Company due to his prior engagements. Mr. Manoj Kumar Jain has been on the Board of the company since 2006. The Board places on record its sincere appreciation and recognition towards the valuable contribution and services rendered by Mr. Manoj Kumar Jain during his tenure as a Director.

CONSERVATIQN OF ENERGY, RESEARCH AND DEVELOPMENT, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

The particulars regarding foreign exchange earnings and expenditure are NIL. Since your Company does not own any manufacturing facility, the other particulars in the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 are not applicable.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the requirement under section 217 (2AA) of the Companies Act, 1956, with respect to Directors' Responsibility Statement, it is hereby confirmed that:

1. that in preparation of the annual accounts for the financial year ended 31st March, 2014, the applicable accounting standards have been followed along with proper explanation relating to material departures;

2. that 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 at the end of the financial year and of the profit or loss of the Company for that period;

3. that 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 the preventing and detecting fraud and other irregularities;

4. the Directors have prepared the accounts for the financial year ended 31st March, 2014 on a 'going concern basis.'

SECRETARIAL AUDITOR

As per Section 204 of Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, every Listed Company is required to appoint Secretarial Auditor to carry out Secretarial Audit of the Company.

In consonance with the requirements of Section 204 of the Companies Act, 2013 and the read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board appointed M/s V. M. & Associates, Company Secretaries in Practice, Jaipur as Secretarial Auditor of the Company for the financial year 2014-15.

INTERNAL AUDITOR

As per Section 138 of Companies Act, 2013 read with Companies (Audit and Auditors) Rules, 2014, every Listed Company is required to appoint an Internal Auditor or a firm of Internal Auditors.

In consonance with the aforementioned, the Board appointed M/s Shiv Shanker Khandelwal & Co., Chartered Accountants, Jaipur as the Internal Auditors of the Company for the financial year 2014 -15.

MANAGEMENT DISCUSSION & ANALYSIS:

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

LISTING OF SECURITIES

The Equity shares of the company are listed with the Ahmadabad, Jaipur and Calcutta Stock Exchange Limited.

CORPORATE GOVERNANCE:

The Report on Corporate Governance along with the Certificate of M/s V. M & Associates, Company Secretaries and confirming compliance of conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreements, as amended from time to time, forms part of the Directors' Report.

COMPLIANCE CERTIFICATE

As per the requirement of Section 383A of the Companies Act, 1956 and Companies (Compliance Certificate) Rules, 2001, the Company has obtained a Certificate from M/s V.M. & Associates, Company Secretaries in Whole-time Practice, confirming that the Company has complied with the provisions of the Companies Act, 1956, and a copy of the Compliance Certificate is annexed to this report.

ACKNOWLEDGEMENT

Your Board acknowledges with appreciation, the invaluable support provided by the company's auditors, advisors and business partners, all its customers for their patronage. Your Board records with sincere appreciation the valuable contribution made all and looks forward to their continued commitment to achieve further growth and take up more challenges that the Company has set for the future.

DATE: 29.05.2014 FOR & ON BEHALF OF THE BOARD OF DIRECTORS

PLACE: JAIPUR

Sd/- Sd/-

SOBHAG DEVI BAID MAHENDRA KUMAR BAID

DIRECTOR MANAGING DIRECTOR

DIN: 00019831 DIN: 00009828


Mar 31, 2013

The Directors have pleasure In presenting their 18, Annual Report on the business and operations of the Company along with the Audited statements of Accounts for the year ended 31st March, 2013.

FINANCIAL REVIEW:

The financial results of the Company for the year under review as compared to the previous year are summarized below:

(Amount in Rs.)

Particulars F.V. 2012-13 F.V. 2011-12

Total Income 9,51,07,966 1.060,78,397/-

Less: Expenditure 9,50,33,849/- 1,059,44,706/-

Profit/(Loss) before Taxation 74.121/- 1,33,691/-

Deferred Taxes/ (Savings) (4,42,028/- 4,898/-

Profit /(Loss* after Tax 516,149/- 1,28,793/-

PIWPEND

hi view of the decision to conserve the profits for the future, your directors do not recommend payment of any dividend for the year ended 31st March, 2013.

DIRECTORS

Smt. Sobhag Devi Baid, Director of the Company whose office Is liable to retire by rotation pursuant to the provisions of the Companies Act, 1956 and the Articles of Association of the company retires by rotation and being eligible offer himself for re-appointment.

AUDITORS

M/s Sharma Naresh & Associates, Chartered Accountants retires at the forthcoming Annual General Meeting and being eligible offer themselves for re-appointment.

The company has received the necessary certificate from the Statutory Auditors pursuant to Section 224 (IB) of the Companies Act, 1956 regarding their eligibility for appointment.

Accordingly, approval of members Is being sought at the forthcoming Annual General Meeting.

The explanation given in the Auditors' Report and notes on accounts are self-explanatory and do not call for any further explanation.

FIXED DEPOSIT

During the year under review, your Company has not Invited, any fixed deposits from public In terms of provisions of Section 58A of the Companies Act, 1956 read with the Companies (Acceptance of Deposits) Rules, 1975.

PARTICULARS OF EMPLOYEES:

None of the employees of the Company were In receipt of remuneration exceeding the limits prescribed under Section 217 (2A) of the Companies Act, 1956, as amended read with Companies (Particulars of Employees) Rules 1975.

CONSERVATION OF ENERGY, RESEARCH AND DEVELOPMENT. TECHNOLOGY ABSORPTION ANP FOREIGN EXCHANGE EARNINGS AND OUTGO;

The particulars regarding foreign exchange earnings and expenditure are NIL. Since your Company does not own any manufacturing facility, the other particulars in the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 are not applicable.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the requirement under section 217 (2AA) of the Companies Act, 1956, with respect to Directors' Responsibility Statement, It Is hereby confirmed that:

(I) that in preparation of the annual accounts for the financial year ended 31st March, 2013, the applicable accounting standards have been followed along with proper explanation relating to material departures;

(lI) that the Director* 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 or loss of the Company for that period;

(Ill)that 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 the preventing and detecting fraud and other Irregularities;

(Iv)the Directors have prepared the accounts for the financial year ended 31st March, 2013 on a 'going concern basis.'

MANAGEMENT DISCUSSION & ANALYSIS:

The report on Management Discussion and Analysis as required under the Listing Agreements with the Stock Exchanges Is annexed and forms part of the Director's Report.

REPORATE GOVFRNANCE:

The Company has complied with all the mandatory requirements of Corporate Governance specified by Securities & Exchange Board of India (5EBI) through Clause 49 of the Listing Agreement As required by the said clause, a separate section on Corporate Governance, forms part of the Annual Report of the Company. A certificate from M/s V. M. & Associates, Company Secretaries in Whole Time Practice, confirming compliance of conditions of Corporate Governance, is annexed with this report-

COMPLIANCE CERTIFICATE

As per the requirement of Section 383A of the Companies Act, 1956 and Companies (Compliance Certificate) Rules, 7.001, the Company has obtained a Certificate from M/s V.M. & Associates, Company Secretaries in Whole-time Practice, confirming that the Company has complied with the provisions of the Companies Act, 1956, and a copy of the Compliance Certificate is annexed to this report.

The appointment M/s V.M. & Associates, Company Secretaries in Whole time Practice, is also sought for the year 2013-14, given In the notice.

ACKNOWLEDGEMENT

Your Directors wish to place on record their appreciation of the assistance and co-operation that your company received from all Employees, Bankers, Shareholders, and Clients without which the continuing progress of the Company would not have been possible.

DATE: 29.05.2013 For & On Behalf of the Board of Directors

PLACE: JAIPUR

MANOJ KUMAR JAIN MAHENDRA KUMAR BAID

DIRECTOR MANAGING DIRECTOR


Mar 31, 2012

The Directors have pleasure in presenting their 17th Annual Report on the business and operations of the Company alongwith the Audited statements of Accounts for the year ended 31st March, 2012.

FINANCIAL REVIEW:

The financial results of the Company for the year under review as compared to the previous year are summarized below:

(Amount in Rs.)

Particulars F.Y. 2011-12 F.Y. 2010-11

Total Income 1,060,78,397 32,53,190

Less: Expenditure 1,059,44,706 32,41,266

Profit / (Loss) before Taxation 1,33,691 11,924

Less: Direct Taxes 4,898 -

Profit / (Loss) after Tax 1,28,793 11,924

DIVIDEND

In view of the decision to conserve the profits for the future, your directors do not recommend payment of any dividend for the year ended 31st March, 2012.

DIRECTORS

Shri Puneet Kumar Gupta, Director of the Company whose office is liable to retire by rotation pursuant to the provisions of the Companies Act, 1956 and the Articles of Association of the Company retires by rotation and being eligible offer himself for re- appointment.

Shri Mahendra Kumar Baid is reappointed as Managing Director of the Company w.e.f. 28th July, 2012 for a period of five years on such terms and conditions as stipulated in the explanatory statement. The reappointment and payment of remuneration to Shri Mahendra Kumar Baid as Managing Director of the Company is proposed in the ensuing Annual General Meeting.

AUDITORS

M/s Sharma Naresh & Associates, Chartered Accountants retire at the forthcoming Annual General Meeting and being eligible offer themselves for re-appointment. The company has received the necessary certificate from the Statutory Auditors pursuant to Section 224 (1B) of the Companies Act, 1956 regarding their eligibility for appointment. Accordingly, approval of members is being sought at the forthcoming Annual General Meeting.

The explanation given in the Auditors' Report and notes on accounts are self-explanatory and do not call for any further explanation.

FIXED DEPOSIT:

During the year under review, your Company has not invited, any fixed deposits from public in terms of provisions of Section 58A of the Companies Act, 1956 read with the Companies (Acceptance of Deposits) Rules, 1975.

PARTICULARS OF EMPLOYEES:

None of the employees of the Company were in receipt of remuneration exceeding the limits prescribed under Section 217 (2A) of the Companies Act, 1956, as amended read with Companies (Particulars of Employees) Rules 1975.

CONSERVATIQN OF ENERGY, RESEARCH AND DEVELOPMENT, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

The particulars regarding foreign exchange earnings and expenditure are NIL. Since your Company does not own any manufacturing facility, the other particulars in the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 are not applicable.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the requirement under section 217 (2AA) of the Companies Act, 1956, with respect to Directors' Responsibility Statement, it is hereby confirmed that:

(i) that in preparation of the annual accounts for the financial year ended 31st March, 2012, the applicable accounting standards have been followed along with proper explanation relating to material departures;

(ii) that 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 at the end of the financial year and of the profit or loss of the Company for that period;

(iii) that 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 the preventing and detecting fraud and other irregularities;

(iv) the Directors have prepared the accounts for the financial year ended 31st March, 2012 on a 'going concern basis.'

MANAGEMENT DISCUSSION & ANALYSIS:

The report on Management Discussion and Analysis as required under the Listing Agreements with the Stock Exchanges is annexed and forms part of the Director's Report.

CORPORATE GOVERNANCE:

The Report on Corporate Governance along with the Certificate of the Auditors, M/s Sharma Naresh & Associates, and confirming compliance of conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreements, as amended from time to time, forms part of the Directors' Report.

COMPLIANCE CERTIFICATE

As per the requirement of Section 383A of the Companies Act, 1956 and Companies (Compliance Certificate) Rules, 2001, the Company has obtained a Certificate from M/s V.M. & Associates, Company Secretaries in Whole-time Practice, confirming that the Company has complied with the provisions of the Companies Act, 1956, and a copy of the Compliance Certificate is annexed to this report.

The appointment M/s V.M. & Associates, Company Secretaries in Whole-time Practice, is also sought for the year 2012-2013, given in the notice.

LISTING OF EQUITY SHARES

The Equity Shares of the Company are listed at ASE, CSE and JSE.

ACKNOWLEDGEMENT

Your Directors wish to place on record their appreciation of the assistance and co-operation that your company received from all Employees, Bankers, Shareholders, and Clients without which the continuing progress of the Company would not have been possible.

DATE: 19.05.2012 For & On Behalf of the Board of Directors

PLACE: JAIPUR

Sd/- Sd/-

MANOJ JAIN MAHENDRA KUMAR BAID

DIRECTOR MANAGING DIRECTOR


Mar 31, 2011

The Directors have pleasure in presenting their 16th Annual Report on the business and operations of the Company along with the Audited statements of Accounts for the year ended 31" March, 2011.

FINANCIAL REVIEW:

The financial results of the Company for the year under review as compared to the previous year are summarized below:

(Amount in Rs.)

Particulars F.Y.2010-11 F.Y. 2009-10

Tota], Income 33,55,814 1,16,78,902

Less: Expenditure 33,43,891 1,14,14,837

Profit / (Loss) before Taxation 11,924 264,065

Less; Direct Taxes - 52,655

Profit"/ (Loss) after Tax 11,924 211,410

Add: Balance brought forward (7,45,289) (724,699)

Balance Carried Forward (7,357765) (745,289)

DIVIDEND

In view of the decision to conserve the profits for the future, your directors do not recommend payment of any dividend for the year ended 31'A March, 2011.

DIRECTORS

Shri Manoj Jain, Director of the Company whose office is liable to retire by rotation pursuant to the provisions of the Companies Act, 1956 and the Articles of Association of the Company retires by rotation and being eligible offer himself for re-appointment.

AUDITORS

M/s Sharma Naresh & Associates, Chartered Accountants retire at the forthcoming Annual General Meeting and being eligible offer themselves for re-appointment. The company has received the necessary certificate from the Statutory Auditors pursuant to Section 224 (IB) of the Companies Act, 1956 regarding their eligibility for appointment. Accordingly, approval of members is being sought at the forthcoming Annual General Meeting.

The explanation given in the Auditors' Report and notes on accounts are self-explanatory and do not call for any further explanation.

FIXED DEPOSIT:

During the year under review, your Company has not invited, any fixed deposits from public in terms of provisions of Section 58A of the Companies Act, 1956 read with the Companies (Acceptance of Deposits) Rules, 1975,

PARTICULARS OF EMPLOYEES:

None of the employees of the Company were in receipt of remuneration exceeding the limits prescribed under Section 217 (2A) of the Companies Act, 1956, as amended read with Companies (Particulars of Employees) Rules 1975.

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

The particulars regarding foreign exchange earnings and expenditure are NIL. Since your Company does not own any manufacturing facility, the other particulars in the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 are not applicable. t

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the requirement under section 217 (2AA) of the Companies Act, 1956, with respect to Directors' Responsibility Statement, it is hereby confirmed that:

(i) that in preparation of the annual accounts for the financial year ended 31"vt March, 2011, the applicable accounting standards have been followed along with proper explanation relating to material departures;

(ii) that 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 at the end of the financial year and of the profit or loss of the Company for that period;

(iii)that 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 the preventing and detecting fraud and other irregularities;

(iv)the Directors have prepared the accounts for the financial year ended 31st March, 2011 on a 'going concern basis.'

MANAGEMENT DISCUSSION & ANALYSIS:

The report on Management Discussion and Analysis as required under the Listing Agreements with the Stock Exchanges is annexed and forms part of the Director's Report.

CORPORATE GOVERNANCE:

The Report on Corporate Governance along with the Certificate of the Auditors, M/s Sharma Naresh & Associates, and confirming compliance of conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreements, as amended from time to time, forms part of the Directors' Report.

COMPLIANCE CERTIFICATE

As per the requirement of Section 383A of the Companies Act, 1956 and Companies (Compliance Certificate) Rules, 2001, the Company has obtained a Certificate from M/s V.M. & Associates, Company Secretaries in Whole-time Practice, confirming that the Company has complied with the provisions of the Companies Act, 1956, and a copy of the Compliance Certificate is annexed to this report.

The appointment M/s V.M. & Associates, Company Secretaries in Whole-time Practice, is also sought for the year 2011--2012, given in the notice.

LISTING OF EQUITY SHARES

The Equity Shares of the Company are listed at ASE, CSE and JSE.

ACKNOWLEDGEMENT

Your Directors wish to place on record their appreciation of the assistance and co-operation that your company received from §11 Employees, Bankers, Shareholders, and Clients without which the continuing progress of the Company would not have been possible.

DATE: 18.05.2011 For & On Behalf of the Board of Directors

PLACE: JAIPUR

Sd/- Sd/-

SOBHAG DEVI BAID MAHENDRA KUMAR BAID

DIRECTOR MANAGING DIRECTOR

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