Directors Report of Bampsl Securities Ltd.

Mar 31, 2015

Dear Members,

The Directors have pleasure in presenting their 20th Annual Report on the business and operations of the Company and the accounts for the Financial Year ended March 31, 2015.

1. Financial summary or highlights/Performance of the Company (Standalone)

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

Particulars 2014-2015 2013-14

(In rupees) (In rupees)

Gross Income 83600349.57 45577979.25

Profit Before Interest and Depreciation -2408942.99 14258980.65

Finance Charges NIL NIL

Gross Profit 2408942.99 14258980.65

Provision for Depreciation 216439.20 213903.56

Net Profit Before Tax -2625382.19 14045077.09

Provision for Tax 4322332.90 -516605.32

Net Profit After Tax 1696950.71 13528471.77

Balance of Profit brought forward NIL NIL

Balance available for appropriation NIL NIL

Proposed Dividend on Equity Shares NIL NIL

Tax on proposed Dividend NIL NIL

Transfer to General Reserve 1357560.57 10822777.42

Surplus carried to Balance Sheet 1696950.71 13528471.77

2. Brief description of the Company's working during the year/State of Company's affair

The Company continues to be engaged in the business of dealing and investing in shares and other securities along with financial services like spot financing, short term financial accommodation, long term financial accommodation, and in other similar financial sector. For F.Y. 2014 -2015, Company's Revenue increased from Rs. 45577979.25 in the previous year to Rs. 83600349.57 in the Current Year. Despite the current market scenario, the company has maintained adequate margin of profit.

3. Change in the nature of business, if any

During the year under review the Company has not changed the nature of business.

4. Dividend

On account of the urgent liquidity needs against the business expansion plans in hand, no dividend is recommended for the current year.

5. Reserves

The amount of Rs. 1,357,560.57 is transferred to General Reserve and Rs. 339390.14 is transferred to Statutory Reserve under Section 451C of RBI Act, 1934.

6. Change of Name

During the year under review the Company has not changed the nature of business.

7. Share Capital

As on 31st March, 2015, the issued, subscribed and paid up share capital of your Company stood at Rs. 29,59,57,915, comprising 29,59,57,915 Equity shares of Rs.1 each.

Issue of Equity Shares with Differential Rights

During the year under review, the Company has not issued shares with differential voting rights.

Issue of Sweat Equity Share

During the year under review, the Company has not granted sweat equity shares.

8. Directors and Key Managerial Personnel

Mr. Suresh Kumar Singhal is liable to retire by rotation at the forthcoming Annual General Meeting and being eligible, offer himself for reappointment.

The Board of Directors at its Meeting held on June 22nd, 2015, appointed Mrs. Sheela Gupta as an Additional Director of the Company with immediate effect. As Additional Director, Mrs. Sheela Gupta holds office up to the date of forthcoming Annual General Meeting and is eligible for appointment as a Director. Ms. Neha Kumari has resigned as a Director of the Company with effect from July 2nd, 2015.

During the year, Shri Vinubhai Prabhudas Patel has been appointed as an Independent Non-Executive Director w.e.f 1st October, 2014 for a term of 5 years.

Further, in terms of section 149 read with sections 150 and 152 of the Companies Act 2013, an independent director is now not required to retire by rotation, and may be appointed on the Board of the Company for maximum two terms of up to five years each. Accordingly, it is proposed to appoint the existing Independent, Non-Executive directors namely, Mr. Sandeep Kumar Khandelwal and Mr. Vinubhai Prabhudas Patel, for an initial term of five years, effective from 31st March, 2015 and 1st October, 2014 respectively. All these Independent directors have confirmed their independence in terms of the requirements of Companies Act, 2013. The Company has received declarations from all Independent Directors that they meet the criteria of independence as laid down under Section 149(6) of the Act and Clause 49 of the Listing Agreement.

Sh. Suresh Kumar Singhal was appointed as Executive Director of the Company in the Board Meeting of the Company held on 4th March, 2005. The Board of Directors has now consented to the change in the designation of Sh. Suresh Kumar Singhal from Executive Director to Non-Executive Director at its meeting held on April 1st, 2015. Such re-designation is also subject to the approval of the Shareholders of the Company at the ensuing Annual General Meeting of the Company.

Necessary resolutions for the re-appointment of the aforesaid Directors have been included in the Notice convening the ensuing AGM and details of the proposal for re-appointment are mentioned in the Explanatory Statement to the Notice.

Also, Ms. Swati Bakshi and Mr. Subhash Bandil have been appointed as Company Secretary and Chief Financial Officer with effect from 7th July, 2014 and 10th March, 2015 respectively.

9. Particulars of Employees

The Company during the period under review did not have any person on its rolls with an annual remuneration of Rs 60,00,000 or above or employed part of the year with a remuneration of Rs. 5,00,0 00 or above per month or employed throughout the year or part thereof, with a rem uneration in that year which, in the aggregate, or as the case may be, at a rate which, in the aggregate, is in excess of that drawn by the managing director or whole-time director or manager and holds by himself or along with his spouse and dependent children, not less than two percent of the equity shares of the company.

10. Meetings

A calendar of Meetings is prepared and circulated in advance to the Directors. During the year twelve Board Meetings, four Audit Committee Meetings, two Nomination & Remuneration Committee Meetings and one Stakeholder's Relationship Committee were convened and held. The details of which are given in the Corporate Governance Report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.

11. Board Evaluation

Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Board has carried out an annual performance evaluation of its own performance, the directors individually as well as the evaluation of the working of its Audit, Nomination & Remuneration and Stakeholder's Relationship Committees. The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report.

12. Declaration by an Independent Director(s) and re-appointment, if any

A declaration by an Independent Director(s) that he/they meet the criteria of independence as provided in sub-section (6) of Section 149 of the Companies Act, 2013 shall be enclosed as Annexure II.

Shri Sandeep Kumar Khandelwal and Shri Vinubhai Prabhudas Patel are independent Directors on the Board of your Company. In the opinion of the Board and as confirmed by these Directors, they fulfill the conditions specified in section 149 of the Act and the Rules made thereunder about their status as Independent Directors of the Company.

13. Remuneration Policy

The Board has, on the recommendation of the Nomination & Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management and their remuneration. The Remuneration Policy is stated in the Corporate Governance Report.

Managerial Remuneration:

A) Details of the ratio of the remuneration of each director to the median employee's remuneration and other details as required pursuant to Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

(1) During the year under review:

(i) The ratio of the remuneration of each director to the median remuneration of the employees of the company for the financial year was 1:4 and 1:1 respectively;

(ii) There has been no increase in remuneration of directors, Chief Financial Officer, Managing Director and Company Secretary in the financial year;

(iii) There has been no increase in the median remuneration of employees in the financial year;

(iv) There were 9 (Nine) permanent employees on the rolls of the company;

(v) There has been no increase in remuneration hence explanation on the relationship between average increase in remuneration and company performance is not applicable;

(vi) The performance of the company was satisfactory in comparison to the remuneration paid to the Key Managerial Personnel;

(vii) The market capitalization of the company decreased by Rs. 1,35,15,146.17. The price earnings ratio as at the closing date of the current financial year is 55 and previous financial year was 15.

(viii) There has been no increase in the salaries of employees other than the managerial personnel in the last financial year; hence its comparison with the percentile increase in the managerial remuneration and justification thereof is not valid;

(ix) The performance of the company was satisfactory in comparison to the remuneration paid to the Key Managerial Personnel

(x) There has been no variable component of remuneration availed by the directors;

(xi) The ratio of the remuneration of the highest paid director to that of the employees who are not directors but receive remuneration in excess of the highest paid dire ctor during the year was 80:639;

(xii) The Board affirms that the remuneration is as per the remuneration policy of the company.

Explanation.- For the purposes of this rule.- (i) the expression "median" means the numerical value separating the higher half of a population from the lower half and the median of a finite list of numbers may be found by arranging all the observations from lowest value to highest value and picking the middle one;

(ii) if there is an even number of observations, the median shall be the average of the two middle values.

14. Details of Suhsidiarv/loint Ventures/Associate Companies

During the year under review the Company has no Subsidiary/Joint Ventures/Associate Companies in pursuance to sub-section (3) of section 129 of the Act.

15. Auditors

The Statutory Auditor of the Company M/s G. C. Agarwal & Associates, Chartered Accountants, will retire at the ensuing Annual General Meeting of the Company and, being eligible, offer themselves for re- appointment for a period of three years from the conclusion of this Annual General Meeting (AGM) till the conclusion of the twenty-third AGM of the Company to be held in the year 2018.

16. Auditors' Report

The report of the Statutory Auditors along with notes to Schedules is enclosed to this report. Auditor's observations are suitably explained in notes to the Accounts and are self-explanatory.

17. Disclosure about Cost Audit

Since the Company does not fulfill the provisions of Section 148(3) of Companies Act, 2013 and rule 6(2) & 6(3A) of the Companies (Cost Records and Audit) Rules, 2014 therefore Cost Audit is not applicable.

18. Secretarial Audit Report

In terms of Section 204 of the Act and Rules made there under, M/s M. K. Mandal & Associates, Practicing Company Secretary have been appointed as Secretarial Auditors of the Company. The report of the Secretarial Auditors is enclosed as Annexure III to this report. The report is self-explanatory and do not call for any further comments.

19. Internal Audit & Controls

The Company engages M/s Manoj Ved & Company, Chartered Accountants as its Internal Auditor. During the year, the Company continued to implement their suggestions and recommendations to improve the control environment. Their scope of work includes review of processes for safeguarding the assets of the Company, review of operational efficiency, effectiveness of systems and processes, and assessing the internal control strengths in all areas. Internal Auditors findings are discussed with the process owners and suitable corrective actions taken as per the directions of Audit Committee on an ongoing basis to improve efficiency in operations.

20. Issue of employee stock options

During the year under review the Company has not issued employee stock options pursuant to Section 62(1)(b) and Rule 12(9) of Companies (Share Capital and Debentures) Rules, 2014.

Particulars

Approval NIL

Options granted NIL

Options vested NIL

Options exercised NIL

Total number of shares arising out of exercise of NIL options

Options forfeited/lapsed/cancelled NIL

Variations of terms of options NIL

Money realized by exercise of options NIL

Total number of options in force NIL

Notes: -

1. Details of options granted during the fiscal year to:

Particulars

(a) Directors and key managerial personnel

NIL

1.

NIL

2.

(b) Any other employee who received a NIL grant in any one year of options amounting to 5% or more of the options granted during the year (includes employees and group company employees)

(c) Identified employees who are granted NIL options, during any one year equal to exceeding 1% of the issued capital (excluding outstanding warrants and conversions) of the Company at the time of grant

21. Vigil Mechanism

In pursuance to the provisions of Section 177(9) & (10) of the Companies Act, 2013, a Vigil Mechanism for directors and employees to report genuine concerns has been established. The Vigil Mechanism Policy has been uploaded on the website of the Company at www.bampslsecurities.co.in under Vigil Mechanism/Whistle Blower Policy link.

22. Risk management policy

During the year under review, the Company has not constituted any Risk Management Policy.

23. Extract Of Annual Return

As required pursuant to Section 92(3) of the Companies Act, 2013 and Rule 12(1) of the Companies (Management and Administration) Rules, 2014, an extract of annual return in MGT 9 as a part of this Annual Report is enclosed as ANNEXURE I.

24. Material changes and commitments, if any, affecting the financial position of the company which have occurred between the end of the financial year of the company to which the financial statements relate and the date of the report

Only litigation of the Company, against order ITO passed in Assessment Year 2012 -13 is pending before Commissioner of Income Tax (Appeal) for deletions of some additions made by the ITO due to which Income Tax Department raised a demand of Rs. 6,47,84,220. The directors of the Company are sure to win the appeal filed and the demand will be deleted.

25. Details of significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and company's operations in future

There is no pending suit/litigation/case with any Court or Regulators.

26. Details in respect of adequacy of internal financial controls with reference to the Financial Statements

The internal financial controls with reference to the Financial Statements are commensurate with the size and nature of business of the Company. Adequate records and documents are maintained as required by laws. The Company's Audit Committee reviewed the internal control system. All efforts are being made to make the internal control systems more effective.

27. Deposits

During the period under review, your Company has not accepted any deposit from public in accordance with Section 73 of the Companies Act, 2013 and rules made there under and hence no amount of principal or interest was outstanding as on 31/03/2015. No Buy Back of Shares was proposed or pending during the Financial Year ended on 31/03/2015.

28. Particulars of loans, guarantees or investments under section 186

The company has not taken/made any Loans, Guarantees and Investments under the provisions of Section 186 of the Companies Act, 2013 during the Financial Year ended 31st March 2015.

Details of Loans:

SL Date of Details of Amount Purpose Time Date No making Borrower for which period of BR loan the loan for is to be which utilized it is by the given recipient

1 NIL NIL NIL NIL NIL NIL

2 NIL NIL NIL NIL NIL NIL

SL Date Rate of Security No of SR Interest (if reqd)

1 NIL NIL NIL

2 NIL NIL

Details of Investments: -

SL Date of Details Amount Purpose for which No investment of the proceeds Investee from investment is proposed to be utilized by the recipient

1 NIL NIL NIL NIL

2 NIL NIL NIL NIL

SL Date Date of SR Expected rate No of BR (if reqd) of return

1 NIL NIL NIL

2 NIL NIL NIL

Details of Guarantee / Security Provided:

SL Date of providing Details Amount Purpose for which No security/guarantee of the recipient security/guarantee is proposed to be utilized by the recipient

1 NIL NIL NIL NIL

2 NIL NIL NIL NIL

SL Date Date Commission No of BR of SR (if any)



1 NIL NIL NIL

2 NIL NIL NIL

29. Particulars of contracts or arrangements with related parties

The company has not entered into contract or arrangements with related parties referred to in sub- section (1) of section 188 of the Companies Act, 2013 including certain arm's length transactions during the Financial Year ended 31st March 2015.

30. Corporate Governance Certificate

The Compliance Certificate from the auditors or practicing company secretaries regarding compliance of conditions of corporate governance as stipulated in Clause 49 of the Listing agreement shall be annexed with the report.

31. Management Discussion And Analysis

The Management Discussion and Analysis forms part of this Annual Report for the year ended 31st March, 2015.

32. Statutory Disclosures

In terms of the provisions of Section 217 (2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 2011 as amended, the names and other particulars of the employees are set out in the annexure to the Directors' Report. However, as per the provisions of Section 219(b)(i v) of the said Act read with Clause 32 of the Listing Agreement, the Annual Report excluding the aforesaid information is being sent to all the members of the Company and others entitled thereto. Any member interested in obtaining such particulars may write to the Company at the registere d office of the Company.

33. Obligation Of Company Under The Sexual Harassment Of Women At Workplace (Prevention- Prohibition And Redressal) Act, 2013

Company has not adopted a policy for prevention of Sexual Harassment of Women at workplace, as the Company does not exceed the prescribed limits applicable on the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

34. Conservation of energy, technology absorption and foreign exchange earnings and outgo

The current nature of the business of the Company of dealing in shares and securities does not entail it to reporting matters on energy conservation, technology absorption and the other matters. However, there was no foreign exchange inflow or outgo during the period under report.

The details of conservation of energy, technology absorption, foreign exchange earnings and outgo areas follows:

a) Conservation of energy

(i) the steps taken or impact on conservation of energy NIL

(ii) the steps taken by the company for utilizing alternate sources of energy NIL

(iii) the capital investment on energy conservation equipment's NIL

(b) Technology absorption

(i) the efforts made towards technology absorption NIL

(ii) the benefits derived like product improvement, cost reduction, NIL

product development or import substitution

(iii) in case of imported technology (imported during the last three NIL years reckoned from the beginning of the financial year) -

(a) the details of technology imported NIL

(b) the year of import; NIL

(c) whether the technology been fully absorbed NIL

(d) if not fully absorbed, areas where absorption has not taken NIL place, and the reasons thereof

(iv) the expenditure incurred on Research and Development NIL

(c) Foreign exchange earnings and Outgo

During the year under review, there was no foreign exchange earnings and outgo during the period under report.

35. Corporate Social Responsibility (CSR)

Since the Company does not fulfill the provisions of Section 135 of Companies Act, 2013, therefore Corporate Social Responsibility is not applicable.

36. Human Resources

Your Company treats its "human resources" as one of its most important assets.

Your Company continuously invests in attraction, retention and development of talent on an ongoing basis. A number of programs that provide focused people attention are currently underway. Your Company thrust is on the promotion of talent internally through job rotation and job enlargement.

37. Directors' Responsibility Statement

Pursuant to the requirement clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013, the Directors state that:

1. In the preparation of the annual accounts, the applicable accounting standards have been followed along with the proper explanation relating to material departures, if any;

2. Accounting policies have been selected and applied consistently and judgments and estimates made are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the close of the financial year and of the profit or loss of the Company for that period;

3. Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

4. The annual accounts have been prepared on a going concern basis;

5. Internal financial controls have been laid down to be followed by the company and that such internal financial controls are adequate and were operating effectively.

6. Proper systems have been devised to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

38. Transfer of Amounts to Investor Education and Protection Fund

Pursuant to the provisions of the Investor Education Protection Fund (Uploading of information regarding unpaid and unclaimed amounts lying with companies) Rules, 2012, the Company has already filed the necessary form and uploaded the details of unpaid and unclaimed amounts lying with the Company, as on the date of last AGM (i.e. 29th September, 2014), with the Ministry of Corporate Affairs.

39. Listing With Stock Exchanges

The Company confirms that it has paid the Annual Listing Fees for the year 2015-2016 to BSE where the Company's Shares are listed.

40. Acknowledgements

Your Directors place on record their sincere appreciation for significant contribution made by the employees through their dedication, hard work and commitment. Despite severe competition, the enthusiasm and unstinting efforts of the employees have enabled the Company to remain at the forefront of the industry.

Your Directors take this opportunity to express their deep sense of gratitude to the banks, financial institutions, central and state governments and their departments and the local authorities for their continued guidance and support.

Your Directors would also like to pl ace on record their sincere appreciation for the total commitment, dedication and hard work put in by every member of the family of Bampsl Securities Limited.

Your Directors are also grateful to the shareholders for their confidence and faith reposed in the Company.

BY ORDER OF THE BOARD For Bampsl Securities Limited

Sd/- (Bhisham Kumar Gupta) Managing Director DIN:00110915 Address : C-7/100, Yamuna Vihar, Delhi, 110053

Place: New Delhi Date: 25.08.2015

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Mar 31, 2014

Dear Members,

The Directors take pleasure in presenting the 19th Annual Report together with the audited annual statements of accounts for the financial year ended on 31st March 2014. The operational results are summarized as under: -

FINANCIAL HIGHLIGHTS

31.03.2014 31.03.2013 (Rs. In Lakhs) (Rs.In Lakhs)

Profit before Dep. 142.59 122.12

Depreciation 2.14 3.47

Profit before Taxation 140.45 118.65

Provisions for Taxation 43.62 40.22

Provision for Deferred Tax liabilities 0.17 0.14 / (Assets)

Adjustment P.Y. 38.62 13.60

Profit after Taxation 135.28 91.88

Paid up Share Capital 2959.58 2959.58

Reserves & Surplus 715.80 580.51

DIVIDEND

On account of the urgent liquidity needs against the business expansion plans in hand, no dividend is recommended for the current year.

OPERATIONS

The Company continues to be engaged in the business of dealing and investing in shares and other securities along with financial services like spot financing, short term financial accommodation, long term financial accommodation, and in other similar financial sector.

CORPORATE GOVERNANCE REPORT

A separate section on Corporate Governance in the Annual Report of the Company, with a detailed compliance report on Corporate Governance if forming part of this report

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to Section 217 (2AA) of the Companies Act, 1956, the Directors state that:

1. In the preparation of the annual accounts, the applicable accounting standards have been followed along with the proper explanation relating to material departures, if any;

2. Accounting policies have been selected and applied consistently and judgments and estimates made are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the close of the financial year and of the profit or loss of the Company for that period;

3. Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

4. The annual accounts have been prepared on a going concern basis:

DIRECTOR

Mr. Sandeep Kumar Khandelwal is retiring by rotation but is eligible for re-appointment

AUDIT COMMITTEE

In pursuant of Section 292A of Companies Act. 1956 and Clause 49 of the listing agreement, the Company constituted an Audit Committee. The present Audit Committee comprises of three directors out of them two are non-executive independent directors. The Chairman of the audit committee, Mr. Sandeep Kumar Khandelwal is well conversant in the matters related to finance and accounts. The other members of the audit committee are Shri Suresh Kumar Singhal and Ms. Neha Kumari.

The management and statutory auditors of the company review the terms of the reference of the audit committee.

AUDITORS

The Statutory Auditor of the Company M/s G.C. Agarwal & Associates. Chartered Accountants, will retire at the ensuing Annual General Meeting of the Company and are eligible for re-appointment. They have sought re-appointment and have confirmed that their appointment, if made, shall be within the limits laid down under Section 224(1B) of the Companies Act, 1956. Further M/s G.C. Agarwal & Associates, has subjected themselves to the peer review process of ICA1 and holds a valid certificate issued by the Peer Review Board of ICA1.

The Board of Directors recommend the re-appointment of M/s G.C. Agarwal & Associates as Statutory Auditor of the Company from the conclusion of ensuing Annual General Meeting of the Company till the conclusion of Annual General Meeting to be held next there after and to fix their remuneration.

PUBLIC DEPOSIT. BUY BACK OF SHARES

During the period under review, your Company has not accepted any deposit from public in accordance with Section 58A of the Companies Act, 1956 and rules made there under and hence no amount of principal or interest was outstanding as on 31 /03/2014,

No Buy Back of Shares was proposed or pending during the Financial Year ended on 31/03/2014.

PARTICULARS OF EMPLOYEES

The Company during the period under report did not have any person on its rolls with an annual remuneration of Rs 60,00,000/- or above or employed part of the year with a remuneration of Rs. 5,00,000/- or above per month.

CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO.

The current nature of the business of the Company of dealing in shares and securities does not entail i t to reporting matters on energy conservation, technology absorption and the other matters. However, there was no foreign exchange inflow or outgo during the period under report

ACKNOWLEDGEMENT

Your Directors place on record their sincere appreciation for significant contribution made by the employees through their dedication, hard work and commitment. Despite severe competition, the enthusiasm and unstinting efforts of the employees have enabled the Company to remain at the forefront of the industry.

Your Directors take this opportunity to express their deep sense of gratitude to the banks, financial institutions, central and state governments and their departments and the local authorities for then- continued guidance and support.

Your Directors would also like to place on record their sincere appreciation for the total commitment, dedication and hard work put in by every member of the family of Bampsl Securities Limited.

Your Directors are also grateful to the shareholders for their confidence and faith reposed in the Company.

BY ORDER OF THE BOARD For Bampsl Securities Limited

Sd/- PLACE-NEW DELHI (Bhisham Kumar Gupta) DATE 30.05.2014 Managing Director

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Mar 31, 2011

Dear Members,

The Directors take pleasure in presenting the 16th Annual Report together with the audited annual statements of accounts for the financial year ended on 31st March 2011 The operational results are summarized as under: -

FINANCIAL HIGHLIGHTS

31.03.2011 31.03.2010 (Rs. In Lakhs) (Rs. In Lakhs)

Profit before Dep. 55.78 18.37

Depreciation 3.92 2.30

Profit before Taxation 51.86 16.05

Provisions for Taxation 15.60 4.96

Provision for Deferred Tax (Assets) 0.12 0.31

Adjustment P.Y. 2.62 -

Profit after Taxation 39.00 11.41

Paid up Share Capital 1029.94 1029.94

Reserves & Surplus 437.68 398.67

DIVIDEND:

On account of the urgent liquidity needs against the business expansion plans in hand, no dividend is recommended for the current year.

RIGHT ISSUE OF SHARES

Your issue opened on June 29, 2011 and closed on July 28, 2011. In response to the total right issue of 2059.88 Lacs, your company has received a sum of Rs. 2244.70 Lacs towards the Share application money for the aforesaid issue of shares on right basis resulting in 108.97%. 19,29,63,835 Shares are allotted by the Board of your company on 11.08.2011. Your company has received Listing Approval for the aforesaid shares from the Bombay Stock Exchange on 12.08.2011 and trading approval has also been received by your company on 16.08.2011.

DELISTING OF EQUITY SHARES FROM DELHI STOCK EXCHANGE

The Equity shares of your company are currently listed on the Bombay Stock Exchange Limited (BSE), Jaipur Stock Exchange Limited (JSE) and the Delhi Stock Exchange Limited (DSE). Since the trading volume of your company's shares on DSE was insignificant and the company's securities are available for trading at BSE and JSE, of whom BSE have extensive network of nation wide trading terminals, your Board has proposed for delisting of Company's Shares from Delhi Stock Exchange (DSE).

MANAGEMENT DISCUSSION & ANALYSIS

We have pleasure in submitting the Management Discussion & Analysis Report on the Company's Business. We have attempted to include discussions on all specified matters to the extent relevant, or within such limits that in our opinion are imposed by the Company's own competitive Position. Market conditions in all areas of the company's operations.

Your Board wishes to place on record that despite the current market scenario, the company has maintained adequate margin of profit. Strong internal control system which has contributed alround advantages to the members and all other associates with the affairs of the Company. The Company has sufficient well trained number of staff to handle the day-to-day business operations.

Strength of the business of an institution solely depends on the skill and competitiveness of its workforce. The Company has specialized personnel in all areas of its operations, which strength is reflected by the financial results under report.

OPERATIONS:

The Company continues to be engaged in the business of dealing and investing in shares and other securities along with financial services like spot financing, short term financial accommodation, long term financial accommodation, and in other similar financial sector.

CORPORATE GOVERNANCE REPORT:

A separate section on Corporate Governance in the Annual Report of the Company, with a detailed compliance report on Corporate Governance if forming part of this report.

DIRECTORS' RESPONSIBILITY STATEMENT:

Pursuant to Section 217 (2AA) of the Companies Act, 1956, the Directors state that:

1. In the preparation of the annual accounts, the applicable accounting standards have been followed along with the proper explanation relating to material departures, if any;

2. Accounting policies have been selected and applied consistently and judgments and estimates made are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the close of the financial year and of the profit or loss of the Company for that period;

3. Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

4. The annual accounts have been prepared on a going concern basis:

DIRECTORS

Sh. Jitendra Mahajan is retiring by rotation but is eligible for re-appointment.

AUDIT COMMITTEE:

In pursuance of section 292 A of Companies Act, 1956 and clause 49 of the listing agreement, the Company constituted an Audit Committee. The present Audit Committee comprises of three directors out of them two are non-executive independent directors. The chairman of the audit committee, Mr. Sandeep Kumar Khandelwal is well conversant in the matters related to finance and accounts. The other members of the audit committee are Sh. Jitendra Mahajan and Shri Suresh Kumar Singhal.

The management and statutory auditors of the company review the terms of the reference of the audit committee.

AUDITORS

The Statutory Auditor of the Company M/s G.C. Agarwal & Associates, Chartered Accountants, will retire at the ensuing Annual General Meeting of the Company and are eligible for re-appointment. They have sought re-appointment and have confirmed that their appointment, if made, shall be within the limits laid down under Section 224(1B) of the Companies Act, 1956. Further M/s G.C. Agarwal & Associates, has subjected themselves to the peer review process of ICAI and holds a valid certificate issued by the Peer Review Board of ICAI.

The Board of Directors recommended the re-appointment of M/s G.C. Agarwal & Associates as Statutory Auditor of the Company from the conclusion of ensuing Annual General Meeting of the Company till the conclusion of Annual General Meeting to be held next thereafter and to fix their remuneration.

PUBLIC DEPOSIT, BUY BACK OF SHARES

During the period under review, your Company has not accepted any deposit from public in accordance with Section 58A of the Companies Act, 1956 and rules made there under and hence no amount of principal or interest was outstanding as on 31/03/2011.

No Buy Back of Shares was proposed or pending during the Financial Year ended on 31/03/2011.

PARTICULARS OF EMPLOYEES

The Company during the period under report did not have any person on its rolls with an annual remuneration of Rs 24,00,000/- or above or employed part of the year with a remuneration of Rs. 2,00,000/- or above per month.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO.

The current nature of the business of the Company of dealing in shares and securities does not entail it to reporting matters on energy conservation, technology absorption and the other matters. However, there was no foreign exchange inflow or outgo during the period under report.

ACKNOWLEDGEMENT

Your Directors place on record their sincere appreciation for significant contribution made by the employees through their dedication, hard work and commitment. Despite severe competition, the enthusiasm and unstinting efforts of the employees have enabled the Company to remain at the forefront of the industry.

Your Directors take this opportunity to express their deep sense of gratitude to the banks, financial institutions, central and state governments and their departments and the local authorities for their continued guidance and support.

Your Directors would also like to place on record their sincere appreciation for the total commitment, dedication and hard work put in by every member of the family of Bampsl Securities Limited.

Your Directors are also grateful to the shareholders for their confidence and faith reposed in the Company.

BY ORDER OF THE BOARD For Bampsl Securities Limited

Sd/- NEW DELHI (Bhisham Kumar Gupta) 23-08-2011 Managing Director

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Mar 31, 2010

The Directors take pleasure in presenting the 15th Annual Report together with the audited annual statements of accounts for the financial year ended on 31st March 2010 The operational results are summarized as under: -

FINANCIAL HIGHLIGHTS

31.03.2010 31.03.2009 (Rs. In Lakhs) (Rs. In Lakhs)

Profit before Dep. 18.36 4.64

Depreciation 2.31 1.10

Profit before Taxation 16.05 3.54

Provisions for Income Tax 4.96 -

Provision for Deferred Tax (Assets) 0.32 0.29

Provision for FBT - 0.08

Adjustment P.Y. - 0.06

Profit after Taxation 11.41 3.81

Paid up Share Capital 1029.94 1029.94

Reserves & Surplus 398.67 387.26



DIVIDEND:

On account of the urgent liquidity needs against the business expansion plans in hand, no dividend is recommended for the current year.

RIGHT SHARES

The company announced an issue of 20,59,88,160 Equity Shares of Re. 1/- each for cash at par for an amount aggregating to Rs. 2059.88 Lacs on Right Basis to the existing shareholders of our company in the ratio of 2:1 i.e. 2 Equity Shares for every 1 fully paid equity shares. However the company had applied for In-Principal approval from Bombay Stock Exchange (BSE) and the Draft Letter of offer has been submitted to the Securities Exchange Board of India (SEBI)as on 6th August 2010 and the same is under process.

MANAGEMENT DISCUSSION & ANALYSIS

We have pleasure in submitting the Management Discussion & Analysis Report on the Companys Business. We have attempted to include discussions on all specified matters to the extent relevant, or within such limits that in our opinion are imposed by the Companys own competitive Position. Market conditions in all areas of the companys operations.

Your Board wishes to place on record that despite the current market depression, the Company has maintained adequate margin of profit. Strong internal control system which has contributed alround advantages to the members and all other associated with the affairs of the company. The company has sufficient well trained numbers of staff to handle the day-to-day business operations.

Strength of the business of an institution solely depends on the skill and competiveness of its workforce. The company has specialized personnel in all areas of its operations, which strength is reflected by the financial results under report.

OPERATIONS:

The Company continues to be engaged in the business of dealing in shares and securities along with financial services like spot financing, short term financial accommodation, long term financial accommodation, realty business and in other similar financial sector.

CORPORATE GOVERNANCE: -

Your Board has implemented the terms of Corporate Governance as laid down by the Securities & Exchange Board of India and we accordingly annexe hereto a descriptive statement on compliance of Corporate Governance by the company.

DEPOSITORY SYSTEM:

The shares of your company are now traded under in dematerialised form w.e.f. from 31st July 2000 and approximately 97% of the total shares have been dematerialized.

LISTING REQUIREMENT:

As required by the amended Listing Agreements with Stock Exchanges a cash flow statement is appended. Your Companys equity shares are listed at Delhi, Mumbai, and Jaipur Stock Exchanges.

DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to Section 217 (2AA) of the Companies Act, 1956,the Directors state that:

1. In the preparation of the annual accounts, applicable accounting standards have been followed along with the proper explanation relating to material departures, if any;

2. Accounting policies have been selected and applied consistently and judgments and estimates made are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the close of the financial year and of the profit or loss of the Company for that period.

3. Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

4. The annual accounts have been prepared on a going concern basis:

DIRECTORS

Sh. Suresh Kumar Singhal is retiring by rotation but is eligible for re-appointment.

AUDIT COMMITTEE:

In pursuant of section 292 A of Companies Act, 1956 and clause 49 of the listing agreement, the Company constituted an Audit Committee. The present Audit Committee comprises of three directors out of them two are non-executive independent directors. The chairman of the audit committee, Mr. Sandeep Kumar Khandelwal is well conversant in the matters related to finance and accounts. The other members of the audit committee are Sh. Jitendra Mahajan and Shri Suresh Kumar Singhal.

The management and statutory auditors of the company review the terms of the reference of the audit committee.

AUDITORS

M/s R.K. Dhiman & Co., Chartered Accountants has resigned from the Statutory Auditors of the company and M/s G.C. Agarwal & Associates, Chartered Accountants, Pitampura is appointed as Statutory Auditors of the company from the conclusion of this Annual General Meeting till the conclusion of the Next Annual General Meeting.

DEPOSITS

The Company during the year under report has not accepted any public deposits.

PARTICULARS OF EMPLOYEES

The Company during the period under report did not have any person on its rolls with an annual remuneration of Rs 24,00,000/- or above or employed part of the year with a remuneration of Rs. 2,00,000/- or above per month.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO.

The current nature of the business of the Company of dealing in shares and securities does not entail it to reporting matters on energy conservation, technology absorption and the other matters. However, there was no foreign exchange inflow or outgo during the period under report.

ACKNOWLEDGEMENT

Your Directors wish to place on record their gratitude and deep appreciation to the Statutory Authorities, Shareholders, Customers and its Bankers for the co-operation and guidance required by the company from time to time.

FOR & ON BEHALF OF THE BOARD

-Sd- (Bhisham Kumar Gupta) Managing Director Place: New Delhi Date: 01-09-2010

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Mar 31, 2003

The Directors take pleasure in presenting you this 8th Annual Report together with the audited annual statements of accounts for the financial year ended on 31st March, 2003. The operational results are summarized as under:-

FINANCIAL HIGHLIGHTS

31.03.2003 31.07.2002

(Rs. In Lakhs) (Rs. In Lakhs)

Profit before Dep. 9.67 (8.14)

Depreciation 0.76 0.76

Profit before Taxation 8.91 (8.90)

Provisions for Taxation 0.01 NIL

Provision for Deferred Taxation 0.50 NIL

Profit after Taxation 8.40 (8.90)

DIVIDEND

On account of the meager Amount of Profit year Company is not recommending any dividend for the financial year ended on 31st March 2003:

OPERATIONS

The Company continues to be engaged in the business of dealing in shares and securities along with financial services like spot financing, short term financial accommodation and similar other services.

CORPORATE GOVERNANCE: -

The implementation of the Corporate Governance Code introduced by Securities & Exchange Board of India is man- datory in the financial year 2002-2003. Our company has already proceeded with the compliance of the same.

DEPOSITORY SYSTEM

The shares of your company are now traded under in dematerialized form as from 31st July 2000 and approximately 71.78% of the shareholding have been dematerialized.

LISTING REQUIREMENT:

As required by the amended Listing Agreements with Stock Exchanges a cash flow statement is appended. Your Companys equity shares are listed at Delhi, Mumbai, and Jaipur Stock Exchanges.

DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to Section 217 (2AA) of the Companies Act, 1956,the Directors state that:

1. In the preparation of the annual accounts, the applicable accounting standards have been followed along with the proper explanation relating to material departures, if any;

2. Accounting policies have been selected and applied consistently and judgements and estimates made are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the close of the financial year and of the profit or loss of Company for that period;

3. Proper and sufficient care has been taken for the maintenance of adequate accounting records in accord- ance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

4. The annual accounts have been prepared on a going concern basis:

DIRECTORS

Shri Prakash Chand and Sh. Narender Kumar Gupta are retiring by rotation but are eligible for re-appointment at the ensuing annual general meeting.

AUDIT COMMITTEE:

In pursuant of section 292 A of companies Act, 1956. Company constituted an Audit Committee. The present Audit Committee comprise of three non-executive independent directors. The chairman of the audit committee Mr. Prakash Chand is a well experienced person in finance and accounts. The other members of audit committee are Sh. Kailash Chand and Narender Kumar Gupta.

The terms of the reference of the audit committee are reviewed by the management and statutory auditors of the company.

AUDITORS

The retiring Auditors of the company M/s R.K. Dhiman & Co. Chartered Accountants are eligible for re-appointment.

DEPOSITS

The Company during the year under report has not accepted any public deposits.

PARTICULARS OF EMPLOYEES

The Company during the period under report did not have any person on its rolls with annual remuneration of Rs 24,00,0007- or above or if employed part of the year with a remuneration of Rs. 2,00,000/- or above per month.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO.

The nature of the business of the Company is dealing in shares and securities and in view of which reporting of matters on energy conservation, technology absorption are uncalled for. However, there were no foreign exchange inflow or outgo during the period under report.

ACKNOWLEDGEMENT

Your Board wish to place on record their gratitude and appreciation to all who have associated with the affairs of the Company.

FOR & ON BEHALF OF THE BOARD

-sd/-

BHISHAM KUMAR GUPTA Chairman

Place: New Delhi Date: 12/05/2003

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Jul 31, 2002

The Directors take pleasure in presenting you this 7th Annual Report together with the audited annual statements of accounts for the financial year ended on 31st July,2002. The operational results are summarized as under:-

FINANCIAL HIGHLIGHTS

31.07.2002 31.07.2001 (Rs.. In Lakhs) (Rs. In Lakhs)

Profit before Dep. (8.14) 15.14

Depreciation 0.76 0.72

Profit before Taxation (8.90) 14.42

Provisions for Taxation NIL NIL

Profit after Taxation (8.90) 14.42

DIVIDEND

On account of the losses, Your Company is not recommending any dividend for the financial year ended on 31 st July 2002.

OPERATIONS

The Company continues to be engaged in the business of dealing in shares and securities along with financial services like spot financing, short term financial accommodation and similar other services.

CORPORATE GOVERNANCE: -

The implementation of the Corporate Governance Code introduced by Securities & Exchange Board of India is man- datory in the financial year 2002-2003. Your company has already proceeded with the compliance of the same.

Depository system

The shares of your company are now traded under in dematerialized form as from 31 st July 2000 and approximately 66.76% of the shareholding have been dematerialized.

Listing Requirement:

As required by the amended Listing Agreements with Stock Exchanges a cash flow statement is appended. Your Companys equity shares are listed at Delhi, Mumbai, and Jaipur Stock Exchanges.

DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to Section 217 (2AA) of the Companies Act, 1956, the Directors state that:

1. In the preparation of the annual accounts, the applicable accounting standards have been followed along with the proper explanation relating to material departures, if any;

2. Accounting policies have been selected and applied consistently and judgements and estimates made are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the close of the financial year and of the profit or loss of Company for that period;

3. Proper and sufficient care has been taken for the maintenance of adequate accounting records in accord- ance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

4. The annual accounts have been prepared on a going concern basis:

Directors

Shri Prakash Chand is retiring by rotation but is eligible for re-appointment, S/Shri Narender Kumar Gupta and Nimesh Kumar Gupta have been co-opted as additional directors, whose respective appointments are to be regular- ised by the members as per resolutions in respect thereof included in the notice convening the meeting. Shri Ramesh Kumar Dhingra has resigned from the board with effect from 15th November,2002.

AUDIT COMMITTEE:

In pursuant of section 292 A of companies Act, 1956. Company constituted of Audit Committee present Audit Committee comprise of three non-executive independent directors. The chairman of the audit committee Mr. Prakash Chand is an well experienced person in finance and accounts. The other members of audit committee are Sh. Kailash Chand and Narender Kumar Gupta.

The terms of the reference of the audit committee is reviewed by the management and statutory auditors of the company. The chairman of the audit committee regularly review by the management.

AUDITORS

The retiring Auditors of the company M/s R.K. Dhiman & Co. Chartered Accountants are eligible for re-appointment.

DEPOSITS

The Company during the year under report has not accepted any public deposits.

PARTICULARS OF EMPLOYEES

The Company during the period under report did not have any person on its rolls with annual remuneration of Rs 24,00,000/- or above or if employed part of the year with a remuneration of Rs. 2,00,000/-or above per month.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO.

The nature of the business of the Company is dealing in shares and securities and in view of which reporting of matters and energy conservation, technology absorption are uncalled. However, there were no foreign exchange inflow or outgo during the period under report.

ACKNOWLEDGEMENT

Your Board wish to place on record their gratitude and appreciation to all who have associated with the affairs of the Company.

FOR & ON BEHALF OF THE BOARD

-sd/-

BHISHAM KUMAR GUPTA Chairman

Place: New Delhi Date: 16/12/2002