BAMPSL Securities Ltd Directors Report.

TO THE MEMBERS OF

BAMPSL SECURITIES LIMITED

Your Directors take pleasure in presenting the 24th Annual Report on the business and operations of the Company and the Audited Financial Statement of the Company for the Financial Year ended 31st March, 2019.

1. FINANCIAL SUMMARY OR HIGHLIGHTS/PERFORMANCE OF THE COMPANY (Standalone)

The performance of the Company for the Financial Year ended 31 st March, 2019is summarized below:

Particulars F.Y 2018-2019 F.Y 2017-2018
(In rupees) (In rupees)
Gross Income 14,86,78,708.08 13,30,09,794.72
Expense 14,91,31,066.61 13,19,51,641.00
Finance Charges NIL NIL
Gross Profit -4,52,358.00 10,58,153.72
Provision for Depreciation 3,90,678.00 8,54,541.85
Net Profit Before Tax (8,43,036.53) 2,03,611.87
Tax Expense:
i. Current Tax 2,50,000.00
ii. Adjustment for previous year 1,16,515.76 (19,68,895.92)
iii. Deferred Tax 9,720.00 (1,51,907.00)
Net Profit After Tax (9,69,272.29) 20,74,414.79

2. BRIEF DESCRIPTION OF THE COMPANYS WORKING DURING THE YEAR/STATE OF COMPANYS 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. 2018-2019, the Company earned revenue of Rs. 14,86,78,708.08/-.

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

5. BONUS SHARE

During the financial year 2018-19, the company has not recommended the Bonus Shares.

6. RESERVES

The Amount of Rs. 1659531.83is transferred to General Reserve and Rs. 414882.96is transferred to Statutory Reserve under section 451 C of RBI Act, 1934.

7. CHANGE OF NAME

During the year under review the Company has not changed the name of Company.

8. SHARE CAPITAL

As on 31st March, 2019, the issued, subscribed and paid up share capital of our Company stood at Rs. 34,03,51,600 (Rs Thirty Four Crore Three Lacs Fifty One Thousand & Six Hundred) comprising 3,40,35,160 (Three Crore Forty Lacs Thirty Five Thousand One Hundred Sixty) Equity Shares of Rs. 10 each. During the year under review there has been no change in the issued, subscribed and paid up share capital of the company.

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..

9. DIRECTORS AND KEY MANAGERIAL PERSONNEL

Your Companys Board has an optimum combination of Executive, Non Executive and Independent Directors. The Composition of the Board and the Independent Directors of the Company meet the criteria mandated by SEBI (Listing & Disclosure Requirement) Regulations, 2015 and the Companies Act, 2013.

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

The Company has received necessary declarations from each of the Independent Directors under section 149(7) of the Companies Act, 2013 that he/she meets the criteria of the independence as laid down in section 149(6) of the Companies Act, 2013 and Regulation 16(1) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Mr. Gaurav Gupta, Company Secretary and Compliance Officer of the Company has resigned from the company w.e.f. 31.03.2019.

10. PARTICULARS OF EMPLOYEES

The Company during the period under review did not have any person on its rolls with an annual remuneration of Rs.1,02,00,000 or above or employed part of the year with a remuneration of Rs.8,50,000 or above per month or employed throughout the year or part thereof, with a remuneration 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 manger and holds by himself or along with his spouse and dependent children, not less than two percent of the equity shares of the company.

11. POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION

The Board has constituted a Nomination & Remuneration Committee for formulating the criteria for determining qualifications, positive attributes and independence of a director, identify persons who are qualified to become Director and persons who may be appointed in Key Managerial and Senior Management positions in accordance with the criteria laid down in Nomination & Remuneration policy and to recommend to the Board, appointment and removal of Director, KMP and Senior Management Personnel. The objective of the Nomination & Remuneration Policy is also to set out the principles governing the Companys Remuneration systems in organizational guidelines. The Nomination and Remuneration Policy of the Company is stated in the Corporate Governance Report.

12. BOARD EVALUATION

The Company has adopted a Performance Evaluation Policy for evaluation of performance of Independent Directors, Board, Committees and other individual Directors (non-executive directors and executive directors). On the basis of this Policy a process of evaluation is being followed by the Board for evaluation of its own performance and that of its Committees and individual Directors.

The performance of the committees was evaluated by the Board after getting an evaluation report from the members of each committee which evaluates the performance of the Committee against its stated objectives and responsibilities, effectiveness of committee meetings, etc. during the year. The Manner in which the evaluation has been carried out has been explained in the Corporate Governance Report.

13. 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—

(a) In the preparation of the annual accounts, the applicable accounting standards had been followed alo ng with proper explanation relating to material departures, if any;

(b) Accounting policies have been selected and applied them 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 end of the close of the financial year and of the profit and loss of the company for that period;

(c) Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of this Act, 2013, for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

(d) The annual accounts have been prepared on a going concern basis;

(e) 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.

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

14. AUDITORS AND AUDITORS REPORT

Statutory Auditors

On the recommended of Board of Directors of the Company and the approval of the shareholders at General Meeting M/s ManojVed& Company, Chartered Accountants (ICAI Registration No. - 017729N) were appointed as the Statutory Auditors of the Company to fill the casual vacancy created on resignation of M/s G.C. Agarwal & Associates, Chartered Accountants for the Financial Year 2018-19.

In line with the requirements of Companies Act, 2013 M/s ManojVed& Company, Chartered Accountants (ICAI Registration No.- 017729N) are eligible for re-appointment as statutory auditors of the company. M/s ManojVed& Company, Chartered Accountants (ICAI Registration No.- 017729N), are recommended for appointment based on their consent and certificate furnished by them in terms of Section 141 of the Companies Act, 2013 as the Statutory Auditors of the Company for a period of 4 (four) years from the conclusion of ensuing Annual General Meeting till the conclusion of Annual General Meeting to be held in the year 2023.

The requirement for the annual ratification of the auditors appointment at the AGM has been omitted pursuant to Companies (amendment) Act, 2017 notified on May 7, 2018.

Cost Auditors

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.

Secretarial Auditor

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 Secretarial Auditors of the Company. The report of the Secreta rial Auditors is enclosed as Annexure III to this report. The report is self-explanatory and do not call for any further comments.

Internal Audit and Control

The Company engages qualified and independent Internal Auditor to conduct internal audit of the books of accounts of the company. 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.

15. DETAILS OF SUBSIDIARY/JOINT 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.

16. 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.

17. INTERNAL FINANCIAL CONTROLS

The Company has in place adequate internal financial controls with reference to financial statements. During the year, such controls were tested and no reportable material weaknesses in the design or operation were observed.

18. MEETINGS

A calendar of Meetings is prepared and circulated in advance to the Directors. During the year tenBoard Meetings and five Audit Committee Meetings, One Nomination & Remuneration Committee Meetings 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.

19. 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 31 stMarch, 2019.

20. 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 arms length transactions during the Financial Year ended 31st March, 2019.

21. 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.

22. VIGIL MECHANISM/WHISTLE BLOWER POLICY

The Vigil MechanismA/Vhistle Blower Policy of the Company aims to provide an avenue for directors and employees to raise concerns of any violations of legal or regulatory requirements, incorrect or misrepresentation of any financial statements and reports, unethical behavior, violation of Code of Conduct, etc. This policy also aims to create an environment where individuals feel free and secure to raise the alarm where they see a problem. It also ensures that whistle blowers are protected from retribution, whether within or outside the organization. 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.

23. RISK MANAGEMENT POLICY

During the year under review, the Company has not constituted any risk management policy.

24. EXTRACT OF ANNUAL RETURN

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

25. DISCLOSURES

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

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

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

3. Neither the Managing Director nor the Whole-time Directors of the Company receive any remuneration or commission from any of its related company.

4. No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Companys operations in future.

26. 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

The Disclosure regarding the litigation of the company has explained by the Auditor in his Independent Auditors Report at point 7(b).

27. DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS

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

28. 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 thereunder and hence no amount of principal or interest was outstanding as on 31/03/2019. No buy Back of shares was proposed or pending during the financial year ended on 31/03/2019.

29. CORPORATE GOVERNANCE CERTIFICATE

The Compliance certificate from the auditors or practicing company secretaries regarding compliance of conditions of corporate governance as stipulated in Regulation 72 of the SEBI (Listing Obligations And Disclosure Requirements) Regulations, 2015 shall be annexed with the report.

30. MANAGEMENT DISCUSSION AND ANALYSIS

The Management Discussion and Analysis forms part of this Annual Report for the year ended 31st March, 2019.

31. 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.

32. 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, with the Ministry of Corporate Affairs.

33. LISTING WITH STOCK EXCHANGE

The shares of your Company are listed at Bombay Stock Exchange Limited, Mumbai and paid the Annual Listing Fees to Bombay Stock Exchange (BSE) on time.

34. NUMBER OF COMPLAINTS RECEIVED AND DISPOSED OFF DURING THE YEAR AS PER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION. PROHIBITION AND REDRESS AL) ACT, 2013

During the year under review the company has not received any complaint as per the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

35. SECRETARIAL STANDARDS

The directors state that the applicable secretarial standards, i.e. SS-1 and SS-2 relating to "Meetings of Board of Directors and General Meetings", respectively have been duly followed by the Company.

36. 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 gu idance and support.

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/- Sd/-
Bhisham Kumar Gupta Sanjay Sharma
(Managing Director) (Director)
DIN : 00110915 DIN : 07342776
Place: New Delhi
Date: 29.05.2019