TO THE MEMBERS OF BAMPSL SECURITIES LIMITED
Your Directors take pleasure in presenting the 28th 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, 2023.
1. FINANCIAL SUMMARY OR HIGHLIGHTS/PERFORMANCE OF THE COMPANYfStandalonel
The performance of the Company for the Financial Year ended 31 st March, 2023 is
summarized below:
| Particulars |
F.Y 2022-2023 |
F.Y 2021-2022 |
|
(In Lakhs) |
(In Lakhs) |
| Gross Income |
368.78 |
50.93 |
| Expense |
317.09 |
26.78 |
| Finance Charges |
NIL |
NIL |
| Gross Profit |
51.69 |
24.15 |
| Provision for Depreciation |
1.36 |
1.44 |
| Net Profit Before Tax |
51.69 |
24.15 |
| Tax Expense: |
|
|
| i. Current Tax |
8.72 |
3.86 |
| ii. Adjustment for previous year |
|
|
| iii. Deferred Tax |
(0.04] |
(0.01) |
| Net Profit After Tax |
43.01 |
20.29 |
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 another similar
financial sector. For F.Y. 2021-2022, the Company earned revenue of Rs.20.29 (in Lakhs)
and For F.Y. 2022-2023, the Company earned revenue of 43.01 (in Lakhs)
3. CHANGE IN THE NATURE OF BUSINESS. IFANY
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 2022-23, the company has not recommended the Bonus Shares.
6. RESERVES
The Amount of Rs. NIL is transferred to General Reserve and Rs. NILis transferred to
Statutory Reserve under section 451 Cof 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, 2023, 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. Sachin Singhal is liable to retire by rotation at the forth coming 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.
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 along 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 AUDITOR SREPORT
Statutory Auditors
In line with the requirements of Companies Act, 2013 the provisions of Sections 139,
142 and other applicable provisions, if any, of the Companies Act, 2013, and the Companies
(Audit and Auditors) Rules, 2014 (including any statutory modification(s) or re-enactment
thereof, for the time being in force), M/s. G.C. Agarwal & Associates ,
Chartered Accountants, Firm Registration No.01785IN, be and is hereby appointed as the
Statutory Auditors of the Company, in place of M/s. Manoj Ved & Company., Chartered
Accountants (Firm Registration No.0017729N), the retiring Statutory Auditors, to hold
office for a term of five years from the conclusion of this Annual General Meeting till
the conclusion of Annual General Meeting of the Company to be held in the year 2028, at
such remuneration as may be mutually agreed between the Board of Directors of the Company
and the Statutory Auditors."
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, Mr. Ankur Sharma
Practicing Company Secretary have been appointed 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.
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 subsection (3) of section 129 of the Act.
16. CORPORATE SOCIAL RESPONSIBILITY (CSR1
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 eight Meetings and four Audit Committee Meetings, Nomination & Remuneration
Committee Meetings and Stake holder 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 SECTION186
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 31stMarch,
2023.
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, 2023.
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 Mechanism/Whistle 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 (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.
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.
NosignificantormaterialorderswerepassedbytheRegulatorsorCourtsorTribunalswhichimpactthegoing
concern status and Companys operations in future.
26. MATERIALCHANGESANDCOMMITMENTS.IFANY.AFFECTINGTHEFINANCIALPOSITIONOFTHECOMPANY WHICH
HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH THE FINANCIAL
STATEMENTS RELATE AND THE DATE OF THEREPORT
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 there under and
hence no amount of principal or interest was outstanding as on 31/03/2023. No buy Back of
shares was proposed or pending during the financial year ended on31/03/2023.
29. CORPORATE GOVERNANCECERTIFICATE
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 ANDANALYSIS
The Management Discussion and Analysis forms part of this Annual Report for the year
ended 31st March, 2023.
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
under way. Your Company thrust is on the promotion of talent internally through job
rotation and job enlargement.
32. TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTIONFUND
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 STOCKEXCHANGE
The shares of your Company are listed at Bombay Stock Exchange Limited, Mumbai and paid
the Annual Usting 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 REDRESSAL) ACT.2013
During the year under review the company has not received any complaint as per the
Sexual Flarassment 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 guidance 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: 24.08.2023 |
|
+91-9892691696
