bharat bhushan finance commodity brokers ltd share price Directors report

The above stated figures of total income include only interest income, dividend income, Net gain on fair value changes of mutual funds, profit/loss on trade of mutual funds and Net Profit/loss in Equity derivative trading/share

Dealing. To fully understand the performance of the Company, members are requested to look at the increase in "Other Equity" shown in the balance sheet. Members will note that the Other Equity of the Company has increased to Rs. 1608.42 lakhs in 2022-23 from Rs. 1568.83lakhs in 2021-22.The

Companys total equity (Equity Share Capital and other equity) has become Rs. 1,946.46 lakhs.

The Company proposes to transfer Rs. 2.32 lakhs to the statutory reserve maintained pursuant to Section 45-IC of the RBI Act, 1934.

Your directors are pleased to recommend Dividend at the rate of 6% i.e. Re. 0.60 per equity share for the financial year 2022-23. The proposed dividend is subject to approval of shareholders in the ensuing Annual General Meeting of the Company.

The above dividend of 6% would require an appropriation of Rs. 20,28,240/-.

The dividend would be payable to all those shareholders whose names appear in the Register of Members as on the book closure date for the Financial Year 2022-23.

The Register of Members and Share Transfer books shall remain closed from Saturday, September 23, 2023 to Friday, September 29, 2023 (both days inclusive).

The paid up Equity Share Capital as on March 31, 2023 was Rs. 3,38,04,000/-During the year under review, the company has not issued any further Share Capital.

The Company continues to focus on judicious management of its working capital. Receivables, inventories and other working capital parameters were kept under strict check through continuous monitoring. The Companys relationships with its bankers continued to be cordial during the year.

There has been no significant change in the nature of business of the Company during the Financial Year 2022-23.

Your Company has not accepted or renewed any deposit from the public as covered under Chapter V of the Companies Act, 2013 read with the Companies

(Acceptance of Deposits) Rules, 2014 during the financial year 2022-23 and your Board of Directors have also passed the necessary resolution for confirming the non-acceptance of any public deposits during the financial year 2023-24 pursuant to Non-Banking Financial Companies Acceptance of

Public Deposits (Reserve Bank) Directions, 2016. There was no public deposit outstanding as at the beginning and end of the financial year 2022-23.

Corporate Governance refers to a set of systems, procedures and practices which ensures that the company is managed in the best interest of all stakeholders i.e. shareholders, employees, customers and society on general. Fundamentals of corporate governance include transparency, accountability and independence. Your directors strive to maintain high standards of Corporate Governance in all its interactions with its stakeholders. The Board of Directors of the Company has laid down a Code of Conduct for the Directors and Senior Management Personnel of the Company. All the Directors of the

Company and senior management personnel have confirmed the compliance of Code of Conduct for Board of Directors & Senior Management personnel of the Company.

Since the Company is having paid up equity share capital not exceeding rupees ten crore and net worth not exceeding rupees twenty five crore, as on the last day of the previous financial year, is claiming exemption under Regulation 15(2) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and accordingly filing declaration, with Stock Exchange (i.e., BSE Limited), of non-applicability of provisions of corporate governance as mentioned in concerned regulation.

Therefore, declaration/certification/information required to be disclosed as per

Para C, D and E of Schedule V read with Regulation 34 are not applicable to the Company and hence, Corporate Governance Report, Declaration and

Compliance Certificate

Regulations, respectively, not attached to this report.

Management Discussion and Analysis Report for the year under review, as stipulated under Regulation 34 (3) read with Schedule V (B) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 is presented in a separate section and forming part of this Annual Report.

Pursuant to Section 92(3) read with Section 134(3)(a) of the Companies Act, 2013, the Annual Return as on March 31, 2023 is available on the Companys website at https://www.bharatbhushan.com/Upload/Draft-Annual-Return-2022-23.pdf.

Internal Financial Controls are an integral part of the management process addressing financial and financial reporting risks. The internal financial controls have been embedded in the business processes. Such internal financial controls encompass policies and procedures adopted by the Company for ensuring the orderly and efficient conduct of business, including adherence to its policies, safeguarding of its assets, prevention and detection of frauds and errors, the accuracy and completeness of accounting records and the timely preparation of reliable financial information. Appropriate control mechanism are built in place to ensure that such control systems are adequate and are operating effectively.

The Board of Directors have instituted / put in place a framework of internal financialcontrols and compliance systems, which is reviewed by the management and the relevant board committees, including the audit committee and independently reviewed by the internal, statutory and secretarial auditors.

The Companys Internal Audit is conducted by M/s Rajesh Suresh Jain & Associates, Chartered Accountant. The Internal Auditors independently evaluate the adequacy of internal controls and reviews majority of transactions. The Internal Auditor reports directly to the Audit Committee to ensure complete independence.

Since, the Company is a non-banking financial company (‘NBFC) and its principal business is to acquire securities, the provisions of Section 186 except sub-section (1) are not applicable to the Company.

However, details of investments made by the company are given under notes to the financial statements of the Company for the year ended March 31, 2023.

The particulars of contracts or arrangements entered into by the Company during the financial year 2022-23 with related parties referred to in sub-section

(1) of Section 188 of the Companies Act, 2013 ("Act") and as required to be disclosed as per Section 134 (3) (h) are given in Form AOC-2 (Annexure -A) attached with this report. Your Company has taken necessary approvals as required by Section 188 of the Act read with Companies (Meetings of Board and its Powers) Rules, 2014 from time to time. There are no materially significant transactions made by the company with promoters, directors, key managerial personnel or other designated persons which may have a potential conflict with the interest of the company at large. All transactions with related parties were placed before the Audit Committee for approval, review and ratification thereof on a quarterly basis Members may refer to Notes of the financial statements which set out related party disclosures pursuant to Ind AS.

The current composition of the Board of Directors of your Company is as under:

In terms of Section 152(6) of the Companies Act, 2013, Mr. Vijay Bhushan

(DIN: 00002421) Director of the Companyis liable to retire by rotation at the forthcoming Annual General Meeting. Based on the performance evaluationand recommendation of the Nomination and Remuneration Committee, the Board recommends reappointment of Mr. Vijay Bhushan (DIN: 00002421) as Director of the Company.

Brief resume has been attached as annexure of notice of AGM.

Mrs. Sandhya Jhalani, Manager of the Company whose term expired on February 03, 2022.The Board of Directors of the Company subject to the approval of the members, re-appointed Mrs. Sandhya Jhalani as ‘Manager of the Company for a period of five (5) years effective from February 04, 2022 to

February 03, 2027, on recommendation of the Nomination and Remuneration Committee. The approval of members of the Company taken in 30th Annual General Meeting held on 28th September, 2022.

Mr. Kishan Singh (ICSI Membership No. A65163) resigned from the post of Company Secretary and Compliance Officer with effect from the closure of business hours on December 24, 2022. Further, on recommendation of Nomination and Remuneration Committee, Board of Directors at their meeting held on January 27, 2023 has approved the appointment of

Mr. Vaibhav Agrawal (ICSI Membership No. A70576) for the position of Company Secretary and Compliance Officer of the Company with effect from January 27, 2023.

The meetings of the Board are scheduled at regular intervals to decide and discuss on the business performance, policies, strategies and other matters of significance. The schedules of the meetings are circulated in advance, to ensure proper planning and effective participation in meetings. Four (4)

Board meetings were held during the financial year 2022-23 on 19.05.2022,

04.08.2022, 07.11.2022 and 27.01.2023.

An Audit Committee is constituted by the Board of Directors of the Company in accordance with the provisions of Section 177 of the Companies Act, 2013 comprises of following Directors, namely:

All recommendations made by the Audit Committee during the financial under review were accepted by the Board.

The Nomination and Remuneration Committee (‘NRC) as constituted by the Board of Directors of the Company, in accordance with the provisions of Section 178(1) of the Companies Act, 2013 comprises of:

Further the NRC has formulated necessary policy on appointment and remuneration including criteria for determining qualifications, positive attributes and independence of a Director.

The Stakeholder Relationship Committee (‘SRC) as constituted by the Board of Directors of the Company in accordance with the provisions of Section 178 of the Companies Act, 2013 comprises of:

Pursuant to the provisions of the Companies Act, 2013 and Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations"), the Board of Directors has carried out evaluation of its own performance, its committees and individual directors. The performance evaluation of the independent directors was carried out by the entire Board, which includes performance of the directors and fulfillment of the independence criteria as specified in the Listing Regulations and their independence from the management, excluding the Director being evaluated. The Boards functioning was evaluated on various aspects, including inter-alia degree of fulfillment of key responsibilities, Board structure and composition, establishment and delineation of responsibilities to various Committees, effectiveness of Board processes, information and functioning. Separate exercise was carried out to evaluate the performance of individual directors including the Board Chairperson who were evaluated on parameters such as attendance, contribution at the meetings and otherwise, independent judgment, safeguarding of minority shareholders interest etc. The performance evaluation of the independent directors was carried out by the entire Board, excluding the Director being evaluated. Further, the evaluation process was based on the affirmation met the independence criteria as required under the Companies Act, 2013 and the Listing Regulations.

The performance evaluation of the Chairman and the Non-Independent Directors was carried out by the Independent Directors who also reviewed the performance of the Board as a whole.

DeCLARATION BY INDePeNDeNT DIReCTORS year

Pursuant to the provisions of Section 149 (6) &(7) of the Companies Act, 2013 and Regulation 16(1)(b) of theSecurities and Exchange Board of India

(Listing Obligations and Disclosure Requirements) Regulations, 2015 ("listing regulations"), the Company has received individual declaration from all the

Independent Directors, whose names are appended herein below, confirming, inter-alia, that they fulfill the criteria of independence as prescribed under Regulation 16 (1) (b) & other provisions of Listing Regulations and Section 149(6) of the Companies Act, 2013 ("Act") and the rules made there under to hold the office of Independent Director of the Company and that they have complied with the "Code for Independent Directors" prescribed in Schedule IV to the Act.

1. Mr. Varun Saihgal

2. Mr. Kuldeep Kumar Gupta

3. Mr. Ravindra Singh

There has been no change in the circumstances which may affect their status as Independent Director during the financial year under review.Further, they are not aware of any circumstance or situation, which exist or may be reasonably anticipated, that could impair or impact their ability to discharge their duties with an objective independent judgment and without any external influence.Pursuant to the provisions of Section 150 of the Companies Act, 2013 read with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014, as amended, the names of all the Independent Directors of the Company have been included in the data bank maintained by the Indian Institute of Corporate Affairs.All the Independent Directors of the

Company are exempt from online proficiency self-assessment test

The familiarization programme for Independent Directors is available on the website of the Company under the weblink: https://www.bharatbhushan.com/Upload/Familiarisation-Programme-for-Independent-Directors-2023.pdf

A. The ratio of the remuneration of each director to the median employees remuneration and other details in terms of sub-section 12 of Section 197 of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is not applicable on the Company.

B. The statement containing particulars of employees as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, forms part of this report named as Annexure-B. In terms of

Section 136 of the Companies Act, 2013 the same is open for inspection at the Registered Office of the Company. Copies of this statement may be obtained by the members by writing to the Company Secretary.

C. There are no employees employed throughout the financial year and in receipt of remuneration of Rupees One crore and two lakh rupees or more, receivedfromtheIndependentdirectorsthatthey or employed for part of thefinancial year and in receipt of Rupees Eight lakh and fifty thousand rupees per month or more, or employed throughout the financial year or part thereof, and is in receipt of remuneration in the financial 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 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, to be reported under Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

The Nomination and Remuneration Policy of the Company provides that the Nomination and Remuneration Committee shall formulate the criteria for appointment of Executive, Non-Executive and Independent Directors on the Board of the Company and persons in the Senior Management of the

Company, their remuneration including determination of qualifications, positive attributes, independence of Directors and other matters as provided under sub-section (3) of Section 178 of the Companies Act, 2013 (including any statutory modification(s) or re-enactment(s) thereof for the time being in force).

The existing policy set out as Annexure-C which forms part of this report. The Nomination and Remuneration Policy can also be accessed on the website of the Company (www.bbinvestments.in).

Pursuant to the provisions of Section 177 of the Companies Act, 2013 a "Vigil Mechanism Policy/ Whistle Blower Policy" for Directors and employees of the Company (‘the policy") is in place, to report their genuine concerns about unethical behavior, actual or suspected fraud or violation of Companys code of conduct or grievances.Vigil Mechanism / Whistle Blower Policy provide for adequate safeguards against victimization of persons who use such mechanism and make provision for direct access to the chairperson of the Audit Committee in appropriate or exceptional cases. The Companys personnel have direct access to the Chairman of the Audit Committee to report concerns about unethical behavior (actual or suspected), frauds and other grievances. No personnel of the Company have been denied access to the Audit Committee. Adequate safeguards are provided against victimization of whistle blowers availing such mechanism. The Whistle Blower Policy is available on the website of the Company i.e. www.bbinvestments.in.

In Compliance with provisions of notification issued by Reserve Bank of

India (‘RBI) with respect to ‘Scale Based Regulation (‘SBR) and ‘Loans and Advances – Regulatory Restrictions – NBFCs, The Board of Directors of the Company has approved policy on grant of loans to Directors, Senior

Officers and relatives of Directors and to entities where Directors or their relatives have major shareholding.

Pursuant to the provisions of Regulation 43A of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, your Company is not required to formulate Dividend distribution policy.

The Board of Directors of the Company has approved Risk Management Policy and guidelines, wherein all material risks faced by the Company are identified and assessed. Moreover, in the said Risk Management Policy, the Board has defined the structured approach to manage uncertainty, cultivating the same in their decision-making pertaining to all business divisions and corporate functions. For each of the risks identified, are assessed and policies and procedures are put in place for monitoring, mitigating and reporting on periodic basis.

In Compliance with provisions of notification issued by Reserve Bank of

India (‘RBI) with respect to ‘Scale Based Regulation (‘SBR) - A Revised Regulatory Framework for Non-Banking Financial Companies (NBFCs) constituted Risk Management Committee with the following Directors/Key Managerial Personnel as members:

M/s G.C. Agarwal & Associates, Chartered Accountants (Firm Registration No.: 017851N), were appointed as Statutory Auditor of the Company at the 30th Annual General Meeting (‘AGM) held on 28th September, 2022, for the second term of five consecutive years starting from the conclusion of this 30th

AGM till the conclusion of the 35th AGM to be held in the year 2027.

The Financial Statements of your Company have been prepared in accordance with the Indian Accounting Standards (‘lnd AS) notified under

Section 133 of the Companies Act, 2013 ("the Act") read with the Companies (India Accounting Standards) Rules, 2015 and the relevant provisions of the Act and the Guidelines prescribed by the Reserve Bank of India, as applicable. Your Company has adopted lnd AS from 1st April, 2019.

During the year under review, neither the statutory auditor nor the secretarial auditor has reported, under Section 143(12) of the Companies Act, 2013, any instances of fraud committed against the Company by its officers or employees, the details of which would need to bementioned in the Boards report in accordance with Section 134 (3) (ca) of the Companies Act, 2013.

The observations and comments given in the Auditors Report read together with notes to accounts are self –explanatory and do not call for any further information and explanation under Section 134 (3)(f) of the Companies Act,

2013. The Auditors Report does not contain any qualification, reservation, adverse remark or disclaimer.

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, your Company has appointed M/s. Kavita Pamnani & Associates, Company Secretaries, a firm of Company Secretaries in Practice at Delhi (Membership No.FCS-6288 & CP No. 11099), as its Secretarial Auditor to conduct the Secretarial Audit of the Company for the financial year 22-23 The Report on Secretarial Audit for the financial year 2022-23, in Form MR-3, as Annexure-D forms integral part of this Annual Report. There are no qualifications,

Auditors in their Report. corresponding controls

The provisions of Regulation 24A of the Securities and Exchange Board of India ("SEBI") (Listing Obligations and Disclosure Requirements) Regulations,

2015 are not applicable to the Company. Accordingly, the Company is not required to submit Annual Secretarial Compliance Report to the Stock Exchange.

The Company complied with all applicable mandatory Secretarial Standards, prescribed under Section 118(10) of the Companies Act, 2013, issued by the Institute of CompanySecretaries of India (ICSI). The directors have devised proper systems to ensure compliance with the provisions of all applicable secretarial standards and such systems are adequate and operating effectively.

Pursuant to the provisions of Section 124 of the Companies Act, 2013 read with the Investor Education and Protection Fund Authority

(Accounting, Audit, Transfer and Refund) Rules, 2016, the dividend, which remains unpaid or unclaimed for a period of (7) years from the date of transfer to the unpaid dividend account of the Company, is required to be transferred to Investor Education and Protection Fund ("IEPF).

During the financial year under review, your Company has transferred Rs. 2,29,503/-for the financial year 2014-15 to the IEPF.

In pursuance of the provisions of Section 124(6) of the Companies Act,

2013 read with the IEPF Authority (Accounting, Audit, Transfer and

Refund) Rules, 2016, in addition to the transfer of amount of unclaimed/ unpaid dividend to the IEPF, the shares on which dividend has not been paid or claimed by the shareholders for (7) consecutive years or more shall also be transferred to the demat account of the IEPF Authority.

Individual reminders has been sent to concerned shareholders advising them to encash their dividend and the complete list of such shareholders whose shares are due for transfer to the IEPF is also placed on the website of the Company i.e. www.bbinvestments.in.

The Company in pursuance of the compliance with the aforesaid provisions and the applicable rules, has transferred 26,524 equity shares having face value of Rs. 10/- each belonging to 95 shareholders underlying the unclaimed dividends considering the final dividend declared for the Financial Year 2014-15 as the base.

Members may note that the dividend and shares transferred to the IEPF can be claimed back by the concerned shareholders from the IEPF authority after complying with the procedure prescribed under the IEPF Authority (Accounting, Audit, Transfer and Refund) Rules, 2016.

The Company is committed to provide a safe and conducive work environment to its Employees.

The provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and other provisions are not applicable to the Company.

In terms of provisions of Section 134(3) (c) read with Section 134(5) of the

Companies Act, 2013 ("the Act"), the Board of Directors hereby confirms that: a. in the preparation of the annual financial statements for the year ended

March 31, 2023, all the applicable accounting standards have been followed along with proper explanation relating to material departures, if any; b. such accounting policies have been selected and applied consistently and the Directors have 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, 2023 and of the profit and loss of the Company for the year ended on that date; c. proper and sufficient care has been taken 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 annual accounts of the Company for the year ended March 31, 2023 have been prepared on a going concern basis; e. internal financialcontrols have been laid down to be followed by the Company and that such internal financial controls are adequate and were operating effectively during the year ended March 31, 2023; and 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 during the year ended March 31, 2023.

Your Company has complied with all the rules and regulations which are stipulated on the corporate sector from time to time by various statutory authorities.

The Company from the date of receipt of NBFC license continues to comply with all the applicable regulations, guidelines, etc. prescribed by the RBI, from time to time.

Additional disclosures/information as applicable to the Company in terms of provisions of Master Direction - Non-Banking Financial Company – Non-Systemically Important Non-Deposit taking Company (Reserve Bank)

Directions, 2016, and, Notification issued by RBI bearing No. DOR.ACC.

REC.No.20/21.04.018/2022-23 dated April 19, 2022 read with Scale Based Regulation (SBR) - A Revised Regulatory Framework, is appended to the Balance Sheet in note no. 35 to 43.

The Honble Executive Director (‘ED) of Securities and Exchange Board of India (‘SEBI) passed an order on May 12, 2023 in the matter of National Spot

Exchange Limited (NSEL) cancelling Certificate of SEBI Registration (bearing No. INZ000087136) of the Company. As per the order, Company has attracted disqualification under Schedule II of Intermediarys Regulations for the reason of executing paired contracts on NSEL. However, concerned order will have no effect on present business activities being carried by the Company. The Board of Director in their meeting held on May 24, 2023 accorded their consent to file an appeal before Securities Appellate Tribunal (SAT) against impugned order. Accordingly, an appeal along with application for grant of stay of the operation of the above order was filed on June 12, 2023 before

Securities Appellate Tribunal (‘SAT), against SEBI order dated May 12, 2023. Securities Appellate Tribunal (‘SAT) has pronounced an order on Tuesday, July 04, 2023 and stayed the effect and operation of the impugned SEBI order till further orders and concerned appeal is listed for 8th day of month of August, 2023.

Other than above, no significant and material orders were passed by the regulators or courts or tribunals or statutory and quasi-judicial bodies during the financial year 2022-23 which have an impact on the going concern status and companys operations in future.

No material changes and commitments which could affect the Companys financial position have occurred since the close of the financial

March 31, 2023 till the date of this Boards Report.

The equity shares of the Company are listed on BSE Limited. The BSE has nation-wide trading terminals and therefore provide full liquidity to investors. The listing fee for the year 2023-24 has already been paid.

Industrial Relations were harmonious throughout the year. The Board wishes to place on record their sincere appreciation to the co-operation extended by all employees in maintaining cordial relations and their commitment towards the growth of the Company.

During the year, there were no transaction requiring disclosure or reporting in respect of matters relating to: a) issue of equity shares with differential rights as to dividend, voting or otherwise; b) issue of shares (including sweat equity shares) to employees of the

Company under any scheme; c) raising of funds through preferential allotment or qualified institutions placement; d) pendency of any proceeding under the Insolvency and Bankruptcy Code,

2016; e) details/disclosure relating to Corporate Social Responsibility; f) Cost record and cost audit g) conservation of energy, technology absorption, foreign exchange earnings and outgo, and h) One-time settlement with any bank or financial institution.

Your Company does not have any Subsidiary/Subsidiaries, Joint Ventures and Associate Company within the meaning of Companies Act, 2013 as at March 31, 2023. year i.e.,

Your Company takes pride in all of its highly motivated officers, employees and workers, who have been whole heartedly supporting and sincerely contributing their best for the sustained success and growth of your Company as well as maintaining harmonious relations throughout the Company.

Your Directors also place on record their sincere thanks and appreciation for the continuing support and assistance received from the banks, government as well as non-government authorities, customers, vendors and members during the period under review.

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.