Mar 31, 2015
Dear Members,
The Directors have pleasure in presenting their 23rdAnnual Report
along with the Audited Financial Statement for the year ended on 31st
March, 2015.
1. FINANCIAL SUMMARY
Your Company's financial performance for fiscal year2015 is summarized
in the following table:
(Rs In Lakhs)
Particulars Fiscal 2015 Fiscal 2014
Total Income 85.72 82.40
Profit before depreciation & Tax 53.27 51.17
Depreciation 0.91 1.12
Profit Before Tax 52.37 50.05
Provision for Taxation 9.91 8.62
Profit After Tax 42.45 41.43
Balance Profit B/F from earlier Year 280.77 267.40
Profit available for appropriation 323.22 308.83
APPROPRIATION:
Transfer to Reserve Fund 8.49 8.28
Proposed Dividend 16.90 16.90
Provision for Dividend Tax 3.38 2.87
Profit C/F to Balance Sheet 294.45 280.77
2. OPERATIONAL REVIEW
The Company in the last couple of years has maintained steady growth
rate despite slowdown and uncertainty in the economy.The new
government's approach towards the Corporate sector has also resulted in
better operational revenue for our Company. The Company is engaged in
the business of Shares Trading, Commodity Trading and Investments in
Mutual Fund. The Company's financial performance is as under:
* Revenue from Operation increased by 4.6 % to Rs. 73,63,367/-
* Profit before tax increased by 4.6% to Rs. 52,36,769/-
* Profit after tax increased by 2.5% to Rs. 42,45,258/-
3. DIVIDEND
Your Director's are pleased to recommend a Dividend of Rs.0.50 Paisa
per equity share for the year 2014-15. The proposed dividend, subject
to approval of Shareholders in the ensuring Annual General Meeting of
the Company,would result in appropriation of Rs.20,28,139/- (including
Corporate Dividend Tax of Rs.3,37,939/-) out of the profits thus giving
47.774 % payout from the net profit of the Company. The dividend would
be payable to all Shareholders whose names appear in the Register of
Members as on the Book Closure Date.
The Register of Members and Share Transfer books shall remain closed
from 21stSeptember, 2015 to 28thSeptember, 2015 (both days inclusive).
During the year, the unclaimed dividend pertaining to the final
dividend for the year ended 2006-07 was transferred to the Investor
Education & Protection Fundpursuant to section 125 of the Companies
Act, 2013 after giving due noticeto the Members.
4. TRANSFER TO RESERVES
The Company proposes to transfer Rs. 8,49,052/-to the General Reserve
out of the amount available for distribution.
5. SHARE CAPITAL
The paid up Equity Share Capital as on 31St March, 2015 was
Rs.3,38,04,000/- During the year under review, the company has not
issued any further Share Capital.
6. FURTHER ISSUE OF CAPITAL BY WAY OF RIGHT ISSUE
The Board of Directors of the company in their meeting held on
30.07.2015 decided to raise further issue of capital by offering the
shares to the existing shareholders of the company by right basis in
the ratio of 1:2 i.e. one right share for every two equity shares fully
paid up held by the equity shareholders of the company.
The purpose of above Right Issue is to raise the additional fund for
enhancing the scale of operations of the company. The total number of
16,90,200 Equity Shares of face value of Rs. 10/- each at par will be
offered to the existing shareholders of the company. The total paid up
capital of the company after such right issue shall stand Increased to
5.07 Crore.
7. DEPOSITS
The Company has not accepted any Public Deposits during the Financial
Year ended 31st March, 2015 and your Board of Directors have also
passed the necessary Resolution for non-acceptance of any Public
deposits during the Financial Year 2015-16.
8. INTERNAL CONTROL SYSTEMS AND INTERNAL FINANCIAL CONTROL
The Company has an internal Control System, commensurate with the size,
scale and complexity of its operations. The scope and authority of the
Internal Audit function is defined in the policies, guidelines and
procedures laid down for this purpose. To maintain the objectivity and
independence, the Internal Audit function reports to the Chairman of
the Audit Committee of the Board. Based on the report of Internal
Auditor, corrective actions in respective areas are taken and thereby
strengthen the controls.
The Company has an Internal Financial Control that are adequate and
were operating effectively, internal financial control means the
policies and procedures 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
records, and the timely preparation of reliable financial information.
9. SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANIES
The Company as on 31st March 2015 has no Subsidiary and Associate
Company.
10. CORPORATE GOVERNANCE
As per clause 49 of the Listing Agreement entered with the stock
exchange, a separate section on corporate governance practices followed
by the company together with a CFO certificate and a certificate from
the company's auditors confirming compliance form an integral part of
this Report, attached at Annexure "A"
11. AUDITORS
STATUTORY AUDITOR
The Company's Auditors, M/s P.Bholusaria&Co., Chartered Accountants,
having registration no. 000468N, who retires at the ensuing Annual
General Meeting of the Company are eligible for re- appointment. They
have confirmed their eligibility under section 141 of the Companies Act
2013 and the Rules framed thereunder for their reappointment as
Statutory Auditor of the Company, therefore it is proposed to appoint
M/s PBholusaria& Co., Chartered Accountant as Statutory Auditors of the
Company from the conclusion of the forthcoming AGM till the conclusion
of next AGM.
SECRETARIAL AUDITOR
Pursuant to the provisions of Section 204 of the Companies Act, 2013 and
the Companies (Appointment and Remuneration of Managerial Personnel)
Rules, 2014, the Company has appointed M/s Kavita Pamnani & Associates,
a firm of Company Secretaries in Practice to undertake the Secretarial
Audit of the Company for the financial year 2014-15. The Report of the
Secretarial Audit is annexed herewith in Annexure "B" in format MR-3.
There are no qualifications, reservation or adverse remarks made by
Secretarial Auditors in their Report.
12. VOTING THROUGH ELECTRONIC MEANS
In order to promote the green initiative and in compliance with the
provisions of Section 108 of the Companies Act, 2013 read with Rule 20
of the Companies (Management and Administration) Rules, 2014 and Clause
35B of the Listing Agreement the Company is pleased to provide members
facility to exercise their rights to vote at the 23rd Annual General
Meeting of the Company by electronic means and the business may be
transacted through e-voting services provided by National Securities
Depository Limited (NSDL).
13. CHANGES IN DIRECTORS AND KEY MANAGERIAL PERSONNEL
During the year under review, there was neither any appointment nor any
resignation of any director on or from the Board of the Company.
The Board of Directors during the year designated Mr. Satish Aggarwal
(Manager-Finance) as a Chief Financial Officer (CFO) and Ms. Sonia
Luthra as a Company secretary of the Company as Key-Managerial
Personnel pursuant to section 203 of Companies Act, 2013 with effect
from 16th July, 2014.
In terms of section 152 of the Companies Act, 2013, the Board of
directors of the Company recommends the reappointment of Mr. Jogesh
Chand Ahuja and Mrs. SantKumari Agrawal as Directors of the company,
who are liable to retire by rotation at the forthcoming Annual General
meeting and being eligible offer themselves for re- appointment.
14. DECLARATION BY AN INDEPENDENT DIRECTOR(S) AND RE- APPOINTMENT, IF
ANY
All Independent Directors have given declarations that they meet the
criteria of Independence as laid down under section 149(6) of the
Companies Act, 2013 and Clause 49 of the Listing Agreement.
15. COMPANY'S POLICY ON DIRECTOR'S APPOINTMENT AND REMUNERATION
The nomination and remuneration committee of the company formulated a
criteria for determining qualification, positive attributes and
independence of a director and recommended to the Board a policy
relating to the remuneration for the directors, key managerial
personnel and other employees.
The policy of the company on directors' appointment and remuneration,
including criteria's for determining qualifications, positive
attributes and independence of a director and other matters provided
under sub- section (3) of section 178 of the Companies Act, 2013,
adopted by the Board on the recommendation of nomination and
remuneration committee, is appended as Annexure "C"
The Directors hereby affirm that the remuneration provided to all the
directors, key managerial personnel and other employees of the company
are in accordance with the remuneration policy of the Company.
16. BOARD EVALUATION
Clause 49 of the Listing Agreement mandates that the Board shall
monitor and review the Board evaluation framework. The Companies Act,
2013 states that a formal annual evaluation needs to be made by the
Board of its own performance and that of its committees and individual
directors.
The Board adopted a formal mechanism for evaluating its performance and
as well as that of its committee and individual directors. The exercise
was carried out through a structured process covering various aspects of
the Boards functioning such as composition of the Board committees,
experience & competencies, performance of specific duties & obligations,
governance issues etc. separate exercise was carried out to evaluate the
performance of individual Director including the Board chairperson who
was evaluated on parameters such as attendance, contribution at the
meetings and otherwise, independent judgment, safeguarding of minority
shareholders interest etc.
Performance evaluation of the Board as a whole was done by all the
directors by considering the following:
* The Board diversity
* The qualification and experience of each director
* The decision taken by the Board
* Flow of information between the Board and management.
The evaluation was conducted according to Schedules IV of the Companies
Act, 2013 which states that the performance evaluation of individual
director was done by all the directors present except director being
evaluated.
None of the Independent Directors are due for re-appointment
17. NUMBER OF MEETINGS OF THE BOARD
During the year under review, four Board Meetings were held on 14th
May, 2014, 16th July, 2014, 29th October, 2014 and 29th January, 2015.
The gap between any two consecutive meetings did not exceed 120
Further, a separate meeting of the Independent Directors of the Company
in terms of provisions of Section 149 read with Schedule IV of the
Companies Act, 2013 pertaining to Code for Independent Directors, was
heldon 30th March, 2015 for the year 2014-15 to review the performance
of the Non-Independent Directors, Chairperson and Board and flow of
quality and quantity of information between the Management and Board
under the chairmanship of Mr. Varun Saihgal, Independent Director.
18. COMMITTEES OF THE BOARD
A) AUDIT COMMITTEE : The Composition of the Committee is as per the
following particulars:
S.No. Name of the Member Category
1. Mr. Vijay Bhushan Non-Executive Director
2. Mr. Kuldeep Gupta Non-Executive & Independent Director
3. Mr. Ravindra Singh Non-Executive & Independent Director
4. Mr. Varun Saihgal Non-Executive & Independent Director
B) STAKEHOLDER COMMITTEE : The Composition of the Committee is as per
the following particulars:
S. No. Name of the Member Category
1. Mrs. Nisha Ahuja Non-Executive Director
2. Mr. Jogesh C. Ahuja Non-Executive Director
3. Mr. Varun Saihgal Non-Executive & Independent Director
C) NOMINATION & REMUNERATION COMMITTEE : The Composition of the
Committee is as per the following particulars:
S.No. Name of the Member Category
1. Mrs. Nisha Ahuja Non-Executive Director
2. Mr. Ravindra Singh Non-Executive & Independent Director
3. Mr. Varun Saihgal Non-Executive & Independent Director
The Board vide its resolution dated 16th July, 2014 has formed a
committee to be called Nomination and Remuneration Committee. The
Committee had formulated the Nomination & Remuneration Policy, inter
alia, for appointment and remuneration of the directors, key managerial
personnel and other employees. The policy has been Reviewed and
approved by the Board.
19. DIRECTORS RESPONSIBILITY STATEMENTS
To the best of our Knowledge based on the representation received from
the Management, your Directors make the following statements in terms
of Section 134(3) (C) of the Companies Act, 2013:
a. That in the preparation of the annual financial statements for the
year ended 31st March 2015, all the applicable accounting standards
have been followed along with proper explanation relating to material
departures, if any;
b. That 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 at the end of the financial year 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
e. The directors had laid down internal financial controls to be
followed by the company and that such internal financial controls are
adequate and were operating effectively; and
f. 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.
20. Extract of the Annual return
As required pursuant to section 92(3) of Companies Act, 2013 and rule
12(1) of Companies (Management and administration) Rules, 2014, an
extract of annual return in Form MGT-9 a part of this report is annexed
herewith as Annexure "D".
21. PARTICULARS OF LOANS, GUARANTEE OR INVESTMENTS UNDER SECTION 186
OF THE COMPANIES ACT 2013
The provision of Section-186 is not applicable on the Company as in
pursuant to Sub Section- (11) of Section-186, the Company is exempted.
22. PARTICULARS OF CONTRACTS OR ARRANGEMENT WITH RELATED PARTIES
The particulars of contracts or arrangements referred to in sub-section
(1) of section 188 of the Companies Act, 2013 and Rule 8 of Companies
(Accounts) Rules, 2014 are given in Form AOC-2 (Annexure "E")
23. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO
Provisions relating to disclosure of particulars with respect to
Conservation of Energy are not applicable on the Company and it has no
information to be published regarding Technology Absorption. The
Company has not carried on during the period under report any activity
relating to exports and has not used or earned any foreign exchange.
(Annexure "F")
24. VIGIL MECHANISM / WHISTLE BLOWER POLICY
Pursuant to provision of section 177 of the Companies Act, 2013 and
Clause 49 of the Listing Agreement, the Company has established a Vigil
Mechanism /Whistle Blower Policy for directors and employees to report
their genuine concerns. The mechanism provides for adequate safeguards
against victimization of persons who use such mechanism to report any
unethical behavior and non-compliance within the organization. The
mechanism also provides for the direct access to the Chairman of Audit
Committee in appropriate cases. The Protection of the Whistle Blower is
of utmost importance in Bharat Bhushan Finance & Commodity Brokers
Limited and the safety and secrecy is done in a systematic way.
25. MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL
POSITION OF THE COMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR
TO WHICH THIS FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT
No material changes and commitments affecting the financial position of
the Company occurred between the end of the financial year to which
this financial statements relate and the date of this report.
26. RISK MANAGEMENT POLICY
Your Company recognizes risk management as an integral component of
good corporate governance and fundamental in achieving its strategic
and operational objectives. It improves decision-making, defines
opportunities and mitigates material events that may impact shareholder
value.
The Board has laid down a risk management policy which contemplates to
cover all locations/verticals and applies to all employees, whether
full time, part time or casual at any level of seniority with in the
business. The Company is exposed to a variety of operational, business
and market risks including but not limited to technological changes,
financial risk, risk of noncompliance of various statutory
requirements, upward and downward trends in the sensex, foreign
exchange fluctuation, interest rates risk and inventory carrying risk.
The Company continuously monitors these risks. The objective of
Company's risk management system is to prepare and maintain a proper
strategy to ensure that risk exposure arising out of business does not
result in any financial crisis.
27. CORPORATE SOCIAL RESPONSIBILITY INITIATIVES
The provisions of section 135 of the Act, with regard to Corporate
Social Responsibility (CSR) are at present not applicable on the
Company.
28. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS
There are no orders passed by the Regulators/ Courts which would impact
the going concern status of the Company and its future operations.
29. DETAILS PURSUANT TO SECTION 197(12) OF THE COMPANIES ACT, 2013
Details pursuant to Section 197(12) of the Companies Act, 2013 read
with the Companies(Appointment and Remuneration of Managerial
Personnel) Rules, 2014 form part of this Report and as follows:-
A. Ratio of remuneration of each director to
the median employee's remuneration. Â Nil.
B. Comparison between remuneration to
managerial personnel and remuneration
to employees. 3,59,400 12,08,497.
C. Details of employees drawing salary of
Rs. 5,00,000/- or more per month. Â Nil.
D Details of remuneration to person holding
2% or more of equity shares. Â Nil.
E. Details of employees (who are not directors
or relatives) posted outside India. Â Nil.
30. ACKNOWLEDGMENT
Your Directors would like to express their sincere appreciation for the
co-operation patronage, assistance and guidance by their business
associates, bankers and clients and other business constituents for
their continued support throughout the year. Your Directors also
sincerely acknowledge the significant contributions made by the
employees through their dedicated services to the Company.
The Board would like to take this opportunity to express its gratitude
to you all, partners in our enterprise, for your confidence,
encouragement and unstinting support.
For & on Behalf of the Board of Directors
Bhart Bhushan Finance & Commodity Broker Limited
VIJAY BHUSHAN NISHA AHUJA
Place : New Delhi DIRECTOR DIRECTOR
Date :30th July, 2015 (DIN NO. 00002421) (DIN No. 00001875)
Mar 31, 2014
Dear Members,
The Directors have pleasure in presenting the Twenty Second Annual
Report on the business and operations of your Company together with the
Audited Accounts for the financial year ended March 31,2014.
FINANCIAL HIGHLIGHTS
(Rs. In lacs)
Particulars Financial year Financial Year
ended ended
March 31,2014 March 31,2013
Total Income 82.40 87.80
Profit before depreciation & Tax 51.17 52.10
Depreciation 1.12 1.28
Profit Before Tax 50.05 50.82
Provision for Taxation 8.62 9.23
Profit After Tax 41.43 41.59
Balance Profit B/F from earlier year 267.40 253.90
Profit available for appropriation 308.83 295.49
APPROPRIATION:
Transfer to Reserve Fund 8.28 8.32
Proposed Dividend 16.90 16.90
Provision for Dividend Tax 2.87 2.87
Profit C/F to Balance Sheet 280.77 267.40
DIVIDEND
The Directors of your Company recommend a dividend amounting to 50
Paisa (fifty paisa) per share which is (5%) of the face value of per
equity share of the Company for the financial year ended on 31st March,
2014 and after the declaration of dividend by the shareholders at the
forthcoming Annual General Meeting, it would involve outflow of Rs.
1977000/-(including dividend tax). Dividend tax will be subject to the
applicable taxation rates.
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The performance of your company in the financial year under review
remains similar with the performance of the previous financial year.
The profit after tax in the current financial year is Rs. 41.42 Lacs as
compared to previous year''s profit after tax amounting Rs. 41.59 Lacs.
Despite difficult market conditions during the financial year under
review the Company managed to maintain its net profitability as
compared to the previous year''s performance.
In the past year, India has witnessed stability returning to the
financial markets due to which the year 2014-2015 began on an
optimistic note and helped the Indian Financial Market in recovering
back. In the first half of the year 2013-14, the market remained range
bound due to high current fiscal deficits and quantitative easing
concern from the US. The second half led to optimism in the market as
Raghuram Rajan announced a slew of measures after taking over as the
Reserve Bank of India''s Governor and state assembly elections suggested
BJP would form a stable Government at the centre in 2014.
Management Discussion and Analysis on financial condition and results
of operation of the Company for the year under review, as stipulated in
Clause 49 of the Listing Agreement with the Stock Exchanges, is given
as a separate statement in the Annual Report.
COMMODITY MARKET
The Company earned a brokerage on commodity exchange of Rs. 3.23 Lacs
in the financial year under review as compared to 16.64 Lacs in the
previous financial year. The trade volumes on bourses have been hit
after the imposition of commodity transaction tax. Besides, investors
are trading cautiously after the Rs 5,500 crore payment crisis came to
light at the National Spot Exchange Ltd (NSEL) few months ago Your
directors will continue to look for improvements in the business
outlook for short and medium term and accordingly adjust its growth
targets in the different segments of its business. With more experience
in the line and prudent management of the commercial and financial
risks, your directors aim at achieving higher returns from this
activity in the years to come.
CORPORATE GOVERNANCE
A detailed report on Corporate Governance and a Certificate from the
Practicing Company Secretary regarding compliance with conditions of
Corporate Governance as stipulated by Clause 49 of the Listing
Agreement with the Stock Exchanges, have been furnished in the Annual
Report and forms part of this report.
DIRECTORS'' RESPONSIBILITY STATEMENT
Pursuant to the requirement under Section 217 (2AA) of the Companies
Act, 1956 with respect to Director''s Responsibility Statement, your
Directors certify as follows: -
(i) That in the preparation of the Annual Accounts for the financial
year ended on 31st March, 2014, the applicable Accounting Standards
have been followed.
(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 as at 31st March , 2014 and of the profit &
loss of the Company for the year under review.
(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 preventing and detecting fraud and other
irregularities.
(iv) That the directors have prepared the Annual Accounts for the year
ended 31st March, 2014 on a going concern basis.
DIRECTORS
In terms of Section 152(6) of the Companies Act, 2013 Mr. Arun Kumar
Garg (holding DIN No. 00178582) director of the company is liable to
retire by rotation at the ensuing Annual General Meeting of the Company
and being eligible offer himself for re-appointment. The Board of
Directors recommends his re-appointment as Director.
A brief resume of Directors recommended for appointment/ re-appointment
as Director at the ensuing Annual General Meeting, nature of expertise
in specific functional areas, and names of Companies in which he holds
the directorship and the membership/ chairmanship of Committees of the
Board, as stipulated under Clause 49 of the Listing Agreement with the
Stock Exchanges, are given in section on Corporate Governance in this
Annual Report.
Pursuant to the provisions of Section 149, 150,152 and other applicable
provisions of Companies Act, 2013, the board has also recommends the
appointment of Mr. Ravindra Singh (DIN 00429417) , Mr. Kuldeep Gupta
(DIN 00915376) and Mr. Varun Saihgal (DIN 06512573) as Independent
Directors of the Company whose term of office will be five consecutive
year and the said appointment of Independent Directors will be
effective from 25thSeptember, 2014 to 24th September 2019".
Board has also recommended the appointment of Mr.Satish Aggarwal as
Manager of the Company for a period of five years and the said
appointment of Mr. Satish Aggarwal as Manager will be effective from
25th September, 2014 to 24th September 2019".
CHANGE IN REGISTERED OFFICE OF THE COMPANY
The Company has shifted its Registered Office from 5-E, Rani Jhansi
Road, Jhandewalan Extn., New Delhi - 110 055 to 503, Rohit House, 3,
Tolstoy Marg, New Delhi - 110 001 with effect from 25th June, 2014.
AUDITORS
M/S P.BHOLUSARIA & CO., Chartered Accountants, Statutory Auditors of
the Company having registration number 000468N retires at the ensuring
Annual General Meeting and are eligible for re-appointment. The Company
has received a certificate from the Statutory Auditors to the effect
that their re-appointment, if made, would be within the limits
prescribed under the Companies Act, 2013.
PARTICULARS OF EMPLOYEES
Provisions of Section 217(2A) of the Companies Act, 1956, read with
Companies (Particulars of Employees) Rules, 1975 as amended from time
to time is not applicable to the Company, since no employee of the
Company was in receipt of the remuneration in excess of the limits as
specified in the said rules.
SUBSIDIARY COMPANIES
The company does not have any Subsidiary Company.
LISTING OF SHARES
The Equity shares of the Company are listed on the Bombay Stock
Exchange (BSE Limited) and Delhi Stock Exchange and the Company have
applied to Delhi Stock Exchange in the current financial year for
Voluntarily delisting the shares of the Company. DELISTING OF
COMPANY''S EQUITY SHARES FROM THE DELHI STOCK EXCHANGE The Company is in
principle approval from Delhi Stock Exchange for delisting of the
Equity Shares of the Company from the Delhi Stock Exchange.
VOTING THROUGH ELECTRONIC MEANS
In order to promote the green initiative and in compliance with the
provisions of Section 108 of the Companies Act, 2013 read with Rule 20
of the Companies (Management and Administration) Rules, 2014 and Clause
35B of the Listing Agreement the Company is pleased to provide members
facility to exercise their rights to vote at the 22nd Annual General
Meeting of the Company by electronic means and the business may be
transacted through e-voting services provided by National Securities
Depository limited (NSDL).
PUBLIC DEPOSITS
The Company has continued its policy for not accepting any public
deposits during the year under review.
STATUTORY INFORMATION
As the Company''s operations do not involve any manufacturing or
processing activities, the particulars as per the Companies (Disclosure
of particulars in the report of Board of Directors) rules 1988,
regarding conservation of energy and technology absorption is not
applicable to the Company.
The company was no foreign exchange out-go or inflow during the year
under review.
ACKNOWLEDGEMENTS
Your Directors would like to express their sincere appreciation for the
co-operation patronage, assistance and guidance by their business
associates, bankers and clients and other business constituents for
their continued support throughout the year. Your Directors also
sincerely acknowledge the significant contributions made by the
employees through their dedicated services to the Company.
The Board would like to take this opportunity to express its gratitude
to you all, partners in our enterprise, for your confidence,
encouragement and unstinting support.
For & on Behalf of the Board of Directors
VIJAY BHUSHAN
DIRECTOR
(DIN NO. 00002421)
NISHA AHUJA
Place : New Delhi DIRECTOR
Date : 16.07.2014 (DIN No. 00001875)
Mar 31, 2013
The Directors have pleasure in presenting the 21stAnnual Report on the
business and operations of your Company together with the Audited
Accounts for the financial year ended March 31, 2013.
FINANCIAL HIGHLIGHTS
(Rs. In lacs)
Particulars Fiscal
year ended Fiscal Year ended
March 31, 2013 March 31, 2012
Total Income 87.80 93.65
Profit before depreciation & Tax 52.10 58.00
Depreciation 1.28 1.34
Profit Before Tax 50.82 56.67
Provision for Taxation 9.23 9.99
Profit After Tax 41.59 46.67
Balance Profit B/F from earlier year 253.90 236.21
Profit available for appropriation 295.49 282.88
APPROPRIATION:
Transfer to Reserve Fund 8.32 9.33
Proposed Dividend 16.90 16.90
Provision for Dividend Tax 2.87 2.74
Profit C/F to Balance Sheet 267.40 253.90
DIVIDEND
The directors recommend dividend amounting to 50 Paisa per share (5%)
for the financial year ended 31st March, 2013. If this recommendation
is approved at the forthcoming Annual General Meeting, it would involve
outflow (excluding dividend tax) of Rs. 16,90,200/-. Dividend tax will
be subject to the applicable taxation rates.
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Your Company''s performance in the financial year under review remained
similar to the performance in the previous financial year. The profit
after tax in the current financial year is Rs. 41.59 Lacs as compared
to previous year''s profit after tax amounting to Rs. 46.67 Lacs.
Despite worsening market conditions during the financial year under
review the Company managed to maintain its net profitability as
compared to the previous year''s performance.
Overall the trend for the domestic securities market remained bearish
as the global portfolio investors are going light on the emerging
markets. Besides high interest rate and inflation, the sovereign debt
crisis in the Euro zone, the political turmoil in Middle East, crude
oil prices hike, the Rupee weakness against the USD continued to
threaten domestic growth.
Global concerns continued to put negative pressure in the Indian
bourses during the year as the participation of the foreign
institutional investors (FII) and portfolio investors remained eratic.
The macro mood around the globe was sombre. The commodity markets were
also volatile in view of the pressure on global commodity prices.
Nevertheless the economy is expected to look up in the second half of
the year. Management Discussion and Analysis of financial condition
and results of operation of the Company for the year under review, as
stipulated in Clause 49 of the Listing Agreement with the Stock
Exchanges, are given as a separate statement in the Annual Report.
COMMODITY MARKET
The Company earned a brokerage on commodity exchange of Rs. 16.64 Lacs
in the financial year under review as compared to 17.88 Lacs in the
previous financial year. The management of the Company had
strengthened the profitability from commodity trading segment and
focused on managing costs and prudent use of capital. Your directors
will continue to look for improvements in the business outlook for
short and medium term and accordingly adjust its growth targets in the
different segments of its business. With more experience in the line
and prudent management of the commercial and financial risks, your
directors aim at achieving higher returns from this activity in the
years to come.
CORPORATE GOVERNANCE
A detailed report on Corporate Governance and a Certificate from the
Practicing Company Secretary regarding compliance with conditions of
Corporate Governance as stipulated by Clause 49 of the Listing
Agreement with the stock exchanges, have been furnished in the Annual
Report and forms part of this report.
DIRECTORS'' RESPONSIBILITY STATEMENT
Pursuant to the requirement under Section 217 (2AA) of the Companies
Act, 1956 with respect to Director''s Responsibility Statement, your
Directors certify as follows: -
(i) That in the preparation of the annual accounts for the financial
year ended 31st March, 2013, the applicable accounting standards have
been followed.
(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 as at 31st March , 2013 and of the profit or
loss of the company for the year under review.
(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 preventing and detecting fraud and other
irregularities.
(iv) That the directors have prepared the annual accounts for the year
ended 31st March, 2013 on a going concern basis.
DIRECTORS
In terms of Section 256 of the Companies Act, 1956 Mr. Ravindra Singh
and Mrs. Sant Kumari Agrawal, Directors of the company are liable to
retire by rotation at the ensuing Annual General Meeting of the Company
and being eligible offer themselves for re- appointment. The Board of
Directors recommends their re-appointment as Directors. A brief resume
of Directors recommended for appointment/ re-appointment as Director at
the ensuing Annual General Meeting, nature of their expertise in
specific functional areas , and names of companies in which they hold
the directorship and the membership/ chairmanship of committees of the
Board, as stipulated under Clause 49 of the Listing Agreement with the
Stock Exchanges, are given in section on Corporate Governance in this
Annual Report.
Mr. R.C. Mody, Director of the Company resigned from the Directorship
of the Company w.e.f. 26th July, 2012. In terms of Section 262 of the
companies act, 1956, Mr. Arun Kumar Garg has been appointed as a
Director of the company w.e.f. 26th July, 2012 to fill in the casual
vacancy.
In terms of the Articles of Association of the Company, your directors
appointed Mr. Varun Saihgal as an additional Independent director of
the Company with effect from 21st May, 2013. Mr. Varun Saihgal has the
qualifications and experience required for the position of Independent
Director. He is presently working as an Advisor, Board of Management
VIT University, Vellore, Tamilnadu. Mr. Varun Saihgal holds office till
the Annual General Meeting and is eligible for appointment. Notice has
been received from a member signifying his intention to propose Mr.
Varun Saihgal as an Independent Director. Details of his proposal are
mentioned in the explanatory statement under section 173(2) of the
Companies Act, 1956 covered under item No. 6 of the Notice of the 21st
Annual General meeting. There are no other changes in the Composition
of the Board of Directors of the Company.
AUDITORS
Your Company''s Statutory Auditors, M/S P.BHOLUSARIA & CO., Chartered
Accountants, Delhi, holds office until the conclusion of the ensuing
Annual General Meeting and is eligible for re-appointment. The Company
has received a letter from them to the effect that their appointment,
if made, would be within the prescribed limits under Section 224(1B) of
the Companies Act, 1956. They are not otherwise disqualified within the
meaning of sub-section (3) of Section 226 of the Companies Act, 1956,
for such appointment.
PARTICULARS OF EMPLOYEES
Provisions of Section 217(2A) of the Companies Act, 1956, read with
Companies (Particulars of Employees) Rules, 1975 as amended from time
to time are not applicable to the Company, since no employee of the
Company was in receipt of the remuneration in excess of the limits as
specified in the said rules.
SUBSIDIARY COMPANIES
The company does not have any subsidiary company.
LISTING OF SHARES
The Equity shares of the Company continue to be listed on the Bombay
Stock Exchange Limited (BSE) and the Delhi Stock Exchange Association
Limited (DSE).
PUBLIC DEPOSITS
The Company has continued its policy for not accepting any public
deposits during the year.
STATUTORY INFORMATION
As the Company''s operations do not involve any manufacturing or
processing activities, the particulars as per The Companies (Disclosure
of particulars in the report of Board of Directors) rules 1988,
regarding conservation of energy and technology absorption are not
applicable. The company had no foreign Exchange out-go or inflow
during the year.
ACKNOWLEDGEMENTS
Your Directors would like to express their sincere appreciation for the
co-operation patronage, assistance and guidance by their business
associates, bankers and clients and other business constituents for
their continued support throughout the year. Your Directors also
sincerely acknowledge the significant contributions made by the
employees through their dedicated services to the Company.
The Board would like to take this opportunity to express its gratitude
to you all, partners in our enterprise, for your confidence,
encouragement and unstinting support.
For & on Behalf of the Board of Directors
VIJAY BHUSHAN
DIRECTOR
Place: New Delhi NISHA AHUJA
Date: July 26, 2013 DIRECTOR
Mar 31, 2012
The Directors have pleasure in presenting the 20th Annual Report on
the business and operations of your Company together with the Audited
Accounts for the financial year ended March 31, 2012.
FINANCIAL HIGHLIGHTS
(Rs. In lacs)
Particulars Fiscal year Fiscal Year
ended ended
March 31, 2012 March 31, 2011
Total Income 93.65 90.19
Profit before depreciation
& Tax 58.00 59.20
Depreciation 1.34 1.19
Profit Before Tax 56.67 58.01
Provision for Taxation 9.99 9.78
Profit After Tax 46.67 48.23
Balance Profit B/F from
earlier year 236.21 217.27
Profit available for appropriation 282.88 265.50
APPROPRIATION:
Transfer to Reserve Fund 9.33 9.65
Proposed Dividend 16.90 16.90
Provision for Dividend Tax 2.74 2.74
Profit C/F to Balance Sheet 253.90 236.21
DIVIDEND
The directors recommend dividend amounting to 50 Paisa per share (5%)
for the financial year ended 31st March, 2012. If this recommendation
is approved at the forthcoming Annual General Meeting, it would involve
outflow (excluding dividend tax) of Rs. 16,90,200/-. Dividend tax will
be subject to the applicable taxation rates.
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Your Company's performance in the financial year under review is
similar to the performance in the previous financial year. In terms of
profit after tax as its profit after tax in the current financial year
is Rs. 46.67 Lacs as compared to previous year's profit after tax
amounting to Rs. 48.23 Lacs. Despite worsening market conditions
during the financial year under review the Company managed to
maintain its net profitability as compared to the previous year's
performance.
Overall the trend for the domestic market remained bearish as the
global portfolio investors are going light on the emerging markets.
Besides high interest rate and inflation, the sovereign debt crisis in
the Euro zone, the political turmoil in Middle East, crude oil prices
hike, the Rupee weakness against the USD continued to threaten domestic
growth. Global concerns continued to put negative pressure in the
Indian bourses during the year as the participation of the foreign
institutional investors (FII) and portfolio investors remained thin.
Strong bull conviction was the missing word in the domestic bourses.
The macro mood around the globe was sombre. The commodity markets were
also volatile in view of the pressure on global commodity prices.
Nevertheless the economy is expected to look up in the second half of
the year.
Management Discussion and Analysis of financial condition and results
of operation of the Company for the year under review, as stipulated in
Clause 49 of the Listing Agreement with the Stock Exchanges, are given
as a separate statement in the Annual Report.
COMMODITY MARKET
The Company earned a brokerage on commodity exchange of Rs. 19.90 Lacs
in the financial year under review as compared to 8.22 Lacs in the
previous financial year reflecting growth potential in this sector. The
management of the Company had strengthened the profitability from
commodity trading segment and focused on managing costs and prudent use
of capital.
Your directors will continue to look for improvements in the business
outlook for short and medium term and accordingly adjust its growth
targets in the different segments of its business. With more experience
in the line and prudent management of the commercial and financial
risks, your directors aimed at achieving higher returns from this
activity in the years to come.
CORPORATE GOVERNANCE
A detailed report on Corporate Governance and a Certificate from the
Practicing Company Secretary regarding compliance with conditions of
Corporate Governance as stipulated by Clause 49 of the Listing
Agreement with the stock exchanges, have been furnished in the Annual
Report and forms part of this report.
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to the requirement under Section 217 (2AA) of the Companies
Act, 1956 with respect to Director's Responsibility Statement, your
Directors certify as follows: -
(i) That in the preparation of the annual accounts for the financial
year ended 31st March, 2012, the applicable accounting standards have
been followed.
(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 as at 31st March , 2012 and of the profit or
loss of the company for the year under review.
(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 preventing and detecting fraud and other
irregularities.
(iv) That the directors have prepared the annual accounts for the year
ended 31st March, 2012 on a going concern basis.
DIRECTORS
In terms of Section 256 of the Companies Act, 1956 Mr. Kuldeep Gupta
and Mr. Jogesh Ahuja, Directors of the company are liable to retire by
rotation at the ensuing Annual General Meeting of the Company and being
eligible offer themselves for re-appointment. The Board of Directors
recommends their re-appointment as Directors.
A brief resume of Directors recommended for appointment/ re-appointment
as Director at the ensuing Annual General Meeting , nature of their
expertise in specific functional areas , and names of companies in
which they hold the directorship and the membership/ chairmanship of
committees of the Board, as stipulated under Clause 49 of the Listing
Agreement with the Stock Exchanges, are given in section on Corporate
Governance in this Annual Report.
Mr. R.C. Mody, Director of the Company resigned from the Directorship
of the Company w.e.f. 26.07.2012. In terms of Section 262 of the
companies act, 1956, Mr. Arun Kumar Garg has been appointed as a
Director of the company w.e.f. 26.07.2012 to fill in the casual vacancy
caused by the resignation of Mr. R.C. Mody.
The Board places on record its gratitude for the most invaluable
contribution made by Mr. R. C. Mody during his long tenure on the
Board of the Company. There are no other changes in the Composition of
the Board of Directors of the Company.
AUDITORS
Your Company's Statutory Auditors, M/S P.BHOLUSARIA & CO., Chartered
Accountants, Delhi, holds office until the conclusion of the ensuing
Annual General Meeting and is eligible for re-appointment. The Company
has received a letter from them to the effect that their appointment,
if made, would be within the prescribed limits under Section 224(1B) of
the Companies Act, 1956. They are not otherwise disqualified within the
meaning of sub-section (3) of Section 226 of the Companies Act, 1956,
for such appointment.
PARTICULARS OF EMPLOYEES
Provisions of Section 217(2A) of the Companies Act, 1956, read with
Companies (Particulars of Employees) Rules, 1975 as amended from time
to time are not applicable to the Company, since no employee of the
Company was in receipt of the remuneration in excess of the limits as
specified in the said rules.
SUBSIDIARY COMPANIES
The company does not have any subsidiary company.
LISTING OF SHARES
The Equity shares of the Company continue to be listed on the Bombay
Stock Exchange Limited (BSE) and the Delhi Stock Exchange Association
Limited (DSE).
PUBLIC DEPOSITS
The Company has continued its policy for not accepting any public
deposits during the year.
STATUTORY INFORMATION
As the Company's operations do not involve any manufacturing or
processing activities, the particulars as per The Companies (Disclosure
of particulars in the report of Board of Directors) rules 1988,
regarding conservation of energy and technology absorption are not
applicable.
The company had no foreign Exchange out-go or inflow during the year.
ACKNOWLEDGEMENTS
Your Directors would like to express their sincere appreciation for the
co-operation patronage, assistance and guidance by their business
associates, bankers and clients and other business constituents for
their continued support throughout the year. Your Directors also
sincerely acknowledge the significant contributions made by all the
employees for their dedicated services to the Company.
The Board would like to take this opportunity to express its gratitude
to you all, partners in our enterprise, for your confidence,
encouragement and unstinting support.
For & on Behalf of the Board of Directors
VIJAY BHUSHAN
DIRECTOR
NISHA AHUJA
DIRECTOR
Place: New Delhi
Date : July 26, 2012
Mar 31, 2010
The Directors have pleasure in presenting the 18th Annual Report on
the business and operations of your Company together with the Audited
Accounts for the financial year ended March 31, 2010.
FINANCIAL HIGHLIGHTS
(Rs. In lacs)
Fiscal year ended Fiscal Year ended
March 31,2010 March 31,2009
Total Income 8753 63.60
Profit before
depreciation & Tax 56.38 31.93
Depreciation 1.74 2.45
Profit Before Tax 54.64 29.48
Provision for Taxation 6.52 5.63
Profit After Tax 48.12 23.85
Balance Profit B/F
from earlier year 194.54 19128
Profit available for
appropriation 242.65 215.13
APPROPRIATION:
Transfer to Reserve Fund 9.62 4.77
Proposed Dividend 13.52 13.52
Provision for Dividend Tax 225 229
Profit C/F to Balance
Sheet 217.27 194.54
DIVIDEND
The directors recommend dividend amounting to 40 Paisa per share (4%).
If this recommendation is approved at the forthcoming Annual General
Meeting, it would involve outflow (excluding dividend tax) of
Rs.1352160/-. Dividend tax will be subject to the applicable taxation
rates.
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
In the past year, India has witnessed a stability returning to the
financial market due to which, the year 2009-2010 began on an
optimistic note and helped the Indian Financial Market in recovering
back. The recovery was due to various factors such as post election
rally, large buying by foreign institutional investors, concrete steps
taken by regulators and government around the world & it overall
affected Indian Financial markets including Stock Exchanges and
Derivatives market. Your Companys performance showed remarkable
improvement in terms of profit after tax as its profit doubled from Rs.
23.85 Lakhs in 2008- 2009 to Rs. 48.12 Lakhs in 2009-2010.
Your Company is also registered as Non-Banking Finance Company with the
Reserve Bank of India. The Company has complied with all the provisions
of Non Banking Financial (Non Deposit Accepting or Holding) Companies
Prudential Norms (Reserve Bank) Directions, 2007. Management
Discussion and Analysis of financial condition and results of operation
of the Company for the year under review, as stipulated in Clause 49 of
the Listing Agreement with the Stock Exchanges, are given as a separate
statement in the Annual Report.
COMMODITY MARKET
The company earned a brokerage on commodity exchange of Rs. 2.77 Lacs
in this year as compared to 4.12 Lacs in the previous financial year.
The turnover on NCDEX was curtailed on account of restrictions placed
on various commodities on account of sharp increase in their prices.
However the company had obtained membership of Multi Commodity Exchange
(MCX) in June 2008, which has large turnover in bullion, base metals
and energy products. MCX enabled the company to retain its clients and
also provide liquidity in the market as compared to NCDEX.
CORPORATE GOVERNANCE
A separate section on Corporate Governance and a certificate from the
Auditors of the Company regarding compliance of conditions of Corporate
Governance is enclosed herewith.
DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to the requirement under Section 217 (2AA) of the Companies
Act, 1956 with respect to Directors Responsibility Statement, your
Directors certify as follows: -
(i) In the preparation of the annual accounts for the financial year
ended March 31,2010, the applicable accounting standards have been
followed.
(ii) Your 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 March 31, 2010 and of the profit of the company
for the year under review.
(iii) Your 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. (iv) Your directors have prepared the annual accounts
of the Company on a going concern basis. DIRECTORS
Mr. Jogesh Ahuja and Mr. Ravindra Singh, Directors of the Company are
liable to retire by rotation at the ensuing Annual General Meeting.
These directors being eligible offer themselves for re-appointment. The
Board of Directors recommends their re-appointment as Directors.
AUDITORS
Your Companys Statutory Auditors, M/S P.BHOLUSARIA & CO., Chartered
Accountants, Delhi, holds office until the conclusion of the ensuing
Annual General Meeting and is eligible for re-appointment. The Company
has received a letter from them to the effect that their appointment,
if made, would be within the prescribed limits under Section 224(1 B)
of the Companies Act, 1956. They are not otherwise disqualified within
the meaning of sub-section (3) of Section 226 of the Companies Act,
1956, for such appointment. PARTICULARS OF EMPLOYEES
There are no employees in receipt of remuneration in excess of amount
specified in section 217(2A) read with Companies (particulars of
employees) rules 1975 as amended.
SUBSIDIARY COMPANIES
The company does not have any subsidiary company.
FIXED DEPOSITS
The Company has not accepted any fixed deposits during the year.
STATUTORY INFORMATION
The Companys (Disclosure of particulars in the report of Board of
Directors) rules 1988, requires the disclosure of particulars regarding
conservation of energy in Form A and technology Absorption in Form B
prescribed by the rules. The requirement of Forms A and B are not
applicable, as our company is not a manufacturing company. The company
had no foreign Exchange out-go or inflow during the year.
ACKNOWLEDGEMENTS
Your Directors would like to express their sincere appreciation ior the
co operation patronage, assistance and guidance by their business
associates, bankers and clients and other business constituents for
their continued support throughout the year. Your Directors, also
sincerely acknowledge the significant contributions made by all the
employees for their dedicated services to the Company.
The Board would like to take this opportunity to express its gratitude
to you all, partners in our enterprise, for your confidence,
encouragement and unstinting support.
For & on Behalf of the Board of Directors
VIJA BHUSHAN
DIRECTOR
Place : New Delhi NISHA AHUJA
Dated : July 29,2010 DIRECTOR