Bharat Bhushan Finance & Commodity Brokers Ltd Directors Report.

To,

The Members,

Bharat Bhushan Finance & Commodity Brokers Limited Your Directors have pleasure in presenting the 27th Annual Report, together with the Audited Standalone Financial Statements of your Company for the financial year ended March 31,2019.

FINANCIAL PERFORMANCE HIGHLIGHTS

The Companys financial performance for the year ended March 31st, 2019 along with previous years figures are summarized below:

(Rs. In Lakhs)

Particulars 2018-19 2017-18
Total Income 106.65 103.33
Total Expenses 29.61 28.55
Profit before depreciation & Tax 77.04 74.79
Depreciation 0.00 0.00
Profit Before Tax 77.04 74.79
Provision for Taxation 14.87 15.28
Profit After Tax 62.16 59.51

RESULTS OF OPERATIONS AND THE STATE OF COMPANYS AFFAIRS

• Total Income for the financial year 2018-19 is Rs. 106.65 Lakhs as compared to Rs. 103.33 Lakhs in the financial year 2017-18;

• Profit before Tax for the financial year 2018-19 is Rs. 77.04 Lakhs as compared to Rs. 74.79 in the financial year 2017-18;

• Profit after Tax for the financial year 2018-19 is 62.16 Lakhs as compared to Rs. 59.51 Lakhs in the financial year 2017-18.

There is a rise of 3.01% in Profit Before Tax and a rise of 4.45% in profit after tax in the current year as compared to last year.

TRANSFER TO RESERVES

The Company proposes to transfer Rs. 12,43,280.00/- to the Reserve Fund out of the amount available for distribution.

DIVIDEND ON EQUITY SHARES

Your directors are pleased to recommend a Dividend at the rate of 6% i.e. Rs. 0.60 Paisa per equity share for the financial year 2018-19. The proposed dividend, 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/ - and a Corporate Dividend Tax of Rs. 4,16,911 /-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 2018-19. The above proposed dividend if approved by shareholders in Annual General Meeting will result in maintaining the uninterrupted profit making dividend payment record of the Company for the last 25 years.

The Register of Members and Share Transfer books shall remain closed from Friday, 20th September, 2019 to Friday, 27th September, 2019 (both days inclusive).

SHARE CAPITAL

The paid up Equity Share Capital as on 31St March, 2019 was Rs.3,38,04,000/- During the year under review, the company has not issued any further Share Capital.

FINANCE

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.

CHANGE IN THE NATURE OF BUSINESS

There has been no significant changes in the nature of business of the Company during the Financial Year 2018-19.

PUBLIC DEPOSITS

Your Company has not accepted or renewed any deposit from the public as covered under Section 73 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014 and your Board of Directors have also passed the necessary Resolution for non-acceptance of any Public deposits during the Financial Year 2019-20.

COST RECORDS AND COST AUDIT

Maintenance of cost records and requirement of cost audit as prescribed under the provisions of section 148(1) of the Companies Act 2013 are not applicable for the business activities carried out by the Company.

CORPORATE GOVERNANCE

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. The Company strives to maintain high standards of Corporate Governance in all its interactions with its stakeholders. The Company has compliedwith the Corporate Governance code as stipulated under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The report on Corporate Governance as stipulated under Chapter IV of SEBI (LODR) Regulations, 2015 forms part of the Annual Report. The practicing Company Secretary certificate confirming compliance with Chapter IV of SEBI (LODR) Regulations, 2015 also forms part of the Annual Report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report for the year under review, as stipulated under Regulation 34 (3) read with Schedule V (B) of the SEBI (LODR) Regulations, 2015 is presented in a separate section forming part of this Annual Report.

SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANIES

Your Company does not have any Subsidiary/Subsidiaries, Joint Ventures and Associate Company within the meaning of Companies Act, 2013 as at March 31st, 2019.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

No significant and material orders were passed by the regulators or courts or tribunals during the Financial Year 2018-19 which have an impact on the going concern status and companys operations in future.

MATTER RELATING TO NATIONAL SPOT EXCHANGE LTD.

The Company had received a Show Cause Notice under Regulation 25(1) of SEBI (Intermediaries) Regulations, 2008, from Securities and Exchange Board of India (SEBI) regarding the trades done on National Spot Exchange Limited (NSEL). The Company had traded from 01.07.2011 (2011-12) to 31.07.2013 (2013-14). We have duly replied to SEBI on the issues raised by them in their show cause notice.

SEBI has also filed a criminal complaint against 300 brokers including us for trading on NSEL with Economic Offence Wing (EOW), Mumbai. The Company has submitted the required information to EOW.

INTERNAL FINANCIAL CONTROL

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 review and control mechanism are built in place to ensure that such control systems are adequate and are operating effectively.

The Companys Internal Audit is conducted by Rajesh Suresh Jain & Associates, Chartered Accountant, Internal Auditors of the Company. The Internal Auditors independently evaluate the adequacy of internal controls and reviews major transactions. The Internal Auditors report directly to the Audit Committee to ensure complete independence.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE COMPANIES ACT. 2013

The provisions of Section 186 is not applicable on the Company as pursuant to sub-section (11) of Section 186, the Company is exempted.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

The particulars of contracts or arrangements entered into by the Company during the financial year 2018-19 with related parties referred to in subsection (1) of Section 188 of the Companies Act, 2013 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 read with Companies (Meetings of Board and its Powers) Rules, 2014 from time to time.

CORPORATE SOCIAL RESPONSIBILITY INITIATIVES

The provisions of section 135 of the Act, with regard to Corporate Social Responsibility (CSR) are at present not applicable on the Company.

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

The information relating to the Conservation of Energy and Technology Absorption required under Rule 8(3) (A) and 8(3) (B) of Companies (Accounts) Rules, 2014 are not applicable to the Company due to the very nature of the industry in which it operates. During the year under review, there were no foreign exchange earnings (Previous Year-Nil) and outgo (Previous Year-Nil) respectively.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

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

S.NO. NAME OF DIRECTOR DESIGNATION DATE OF APPOINTMENT DATE OF CESSATION
1. Mr. Vijay Bhushan Non-Executive Director 03.06.1992
2. Mrs. Nisha Ahuja Non-Executive Director 03.06.1992
3. Late Mr. Jogesh Chander Ahuja Non-Executive Director 29.01.1998 30.06.2019
4. Mrs. Sant Kumari Agrawal Non-Executive Director 29.01.1998
5. Mr. Arun Kumar Garg Non-Executive Director 26.07.2012
6. Mr. Kuldeep Kumar Gupta Non-Executive & Independent Director 28.01.2010
7. Mr. Varun Saihgal Non-Executive & Independent Director 21.05.2013
8. Mr. Ravindra Singh Non-Executive & Independent Director 12.06.2008

Key Managerial Personnel

S.NO. NAME OF PERSON DESIGNATION DATE OF APPOINTMENT
1. Mr. Satish Aggarwal Chief Financial Officer 04.02.2017
2. Mrs. Sandhya Jhalani Manager 04.02.2017
3. Mr. Piyush Kumar Company secretary 30.01.2019

Ms. Shipra Kamra resigned from the post of Company Secretary and Compliance Officer w.e.f. 12.05.2018. Further the Board of Directors at its meeting held on 27thJuly, 2018 appointed Mrs. Neetika Mathur as a Company Secretary and Compliance Officer with immediate effect. Further Mrs. Neetika Mathur resigned from the post of Company Secretary and Compliance Officer w.e.f 25.01.2019 and the Board of Directors at its meeting held of 30th January, 2019 appointed Mr. Piyush Kumar as a Company Secretary and Compliance Officer with immediate effect.

SAD DEMISE OF DIRECTOR

We regret to inform you of the sudden and sad demise of Mr. Jogesh Chander Ahuja (DIN: 00650258), Non-Executive Director of the Company, on Sunday 30th June, 2019. Mr. Jogesh Chander Ahuja played crucial roles throughout his long association with the Company. Mr. Jogesh Chander Ahuja was appointed on the Board of the Company in the year 1998 and the Company immensely benefitted from his vast experience during his tenure of Directorship.

Mr. Jogesh Chander Ahujas sudden and unexpected passing away will be an irreparable loss to the Company and all the directors and employees of the Company convey deep sympathy, sorrow and condolences to his family.

RETIRE BY ROTATION

In terms of Section 152 (6) of the Companies Act, 2013, the Board of Directors of the Company recommends the reappointment of Mrs. Sant Kumari Agarwal (DIN: 00001877) as Director of the Company, who is liable to retire by rotation at the forthcoming Annual General Meeting and being eligible offers herself for re-appointment.

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

APPOINTMENT OF DIRECTOR

Pursuant to the provision of Section 152 of the Companies Act, 2013 read with rules made thereunder (including any statutory modification(s) and re-enactment thereof for the time being in force) the Nomination and Remuneration Committee and Board of Directors in its meeting held on 23rd August, 2019 recommended the appointment of Ms. Madhvi Ahuja having DIN: 00001869 as Non-Executive Director of the Company in the ensuing Annual General Meeting. The Company had received the Necessary disclosures from Ms. Madhvi Ahuja regarding their appointment. Brief resume has been attached as annexure of notice of AGM.

RE-APPOINTMENT OF INDEPENDENT DIRECTORS

Mr. Varun Saihgal, Mr. Kuldeep Kumar Gupta and Mr. Ravindra Singh hold office as Independent Directors till the 24th September, 2019. Mr. Varun Saihgal, Mr. Kuldeep Kumar Gupta and Mr. Ravindra Singh have offered themselves for re-appointment for a second term of five consecutive years with effect from 27th September, 2019 to 26th September 2024.

In accordance with the provision of Section 149 of the Companies Act 2013, the Independent Directors have given a declaration that they meet the criteria of independence as provided in the said Section and in terms of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015

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

EVALUATION OF DIRECTORS. COMMITTEE AND BOARD

Pursuant to the provisions of the Companies Act, 2013 and SEBI (LODR) Regulations, 2015, the Board of Directors has carried out evaluation of its own performance, its committees and individual directors. The evaluation process has been explained in the report on Corporate Governance, which forms part of this Annual Report.

Also, the Independent Directors, at their meeting reviewed the performance of the Board, its Chairman and Non-Executive Directors of the Company.

NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS

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 schedule of the meetings are circulated in advance, to ensure proper planning and effective participation in meetings. Detailed information regarding the meetings of the board are included in the report on Corporate Governance, which forms part of the Annual Report.Four (4) Board meetings were held during the financial year 201819

DECLARATION BY INDEPENDENT DIRECTORS

Pursuant to the provisions of Section 149(7) of the Companies Act, 2013 and Regulation 16(1)(b) of the SEBI (LODR) Regulations, 2015, the Company has received individual declarations from all the Independent Directors, whose names are appended herein below, confirming that they fulfill the criteria of independence as prescribed under Section 149(6) of the Companies Act, 2013 and the rules made there under to hold the office of Independent Director of the Company for the financial year ended March 31st, 2019.

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.

FAMILIARIZATION PROGRAMME FOR THE INDEPENDENT DIRECTORS

The familiarization programme for Independent Directors is available on the website of the Company under the weblink: HREF="http://bbinvestments.in/">http://bbinvestments.in/ Upload/FAMILIARISATION PROGRAMME FOR I.D.pdf.

PARTICULARS OF EMPLOYEES AND REMUNERATION

(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) and Rule 5 (3) 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, or employed for part of the year and in receipt of Rupees Eight lakh and fifty thousand rupees per month or more a month, to be reported under Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

POLICIES OF THE COMPANY NOMINATION AND REMUNERATION POLICY

The Company has amend the existing Nomination and Remuneration Policy and adopted the same in accordance with the provisions of Companies Act, 2013 read with the rules issued thereunder and the Listing Regulations and the same set out as Annexure-C which forms part of this report.

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 Directors 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 Nomination and Remuneration Policy can be accessed on the website of the Company (www.bbinvestments.in ).

RISK MANAGEMENT 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, corresponding controls are assessed and policies and procedures are put in place for monitoring, mitigating and reporting on periodic basis.

VIGIL MECHANISM/ WHISTLE BLOWER POLICY Pursuant to the provisions of Section 177 of the Companies Act, 2013 a ‘Vigil Mechanism Policy" for Directors and employees of the Company is in place, to report their genuine concern of any violations of legal or regulatory requirements, incorrect or misrepresentation of any financial statements and reports etc. During the financial year under review, no employee has been denied access to the Chairman of the Audit Committee. Also, whistle blower complaints, if any and their redressal are discussed at the meeting of Audit Committee of the Board. During the financial year under review, no such complaints were received.

Your company has maintained Vigil Mechanism/Whistle Blower Policy and posted its policy on the website www.bbinvestments.in

COMMITTEES OF THE BOARD AUDIT COMMITTEE:

An Audit Committee as constituted by the Board of Directors of the Company in accordance with the provisions of Section 177 of the Companies Act, 2013, and Regulation 18 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 comprises of following Directors, namely:

S.No. Name of the Member Category
1. Mr. Kuldeep Kumar Gupta (Chairman) DIN:00915376 Non-Executive & Independent Director
2. Mr. Vijay Bhushan (Member) DIN:00002421 Non-Executive Director
3. Mr. Ravindra Singh (Member) DIN:00429417 Non-Executive & Independent Director
4. Mr. Varun Saihgal (Member) DIN: 06512573 Non-Executive & Independent Director

All recommendations made by the Audit Committee during the financial year under review were accepted by the Board. The terms of reference of audit Committee and other details are included in the Corporate Governance Report.

NOMINATION & REMUNERATION COMMITTEE:

The Nomination and Remuneration Committee (‘NRC) as constituted by the Board of Directors of the Company, in accordance with the provisions of Section 178(3) of the Companies Act, 2013 and Regulation 19 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, comprises of:

S.No. Name of the Member Category
1. Mr. Varun Saihgal (Chairman) DIN: 06512573 Non-Executive & Independent Director
2. Mr. Ravindra Singh (Member) DIN: 00429417 Non-Executive & Independent Director
3. Mrs. Nisha Ahuja (Member) DIN: 00001875 Non-Executive Director

Further the NRC has formulated necessary policy on appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a Director. The details of "Nomination and Remuneration Policy" are explained in the Report on Corporate Governance along with the other details, which forms part of this Annual Report.

STAKEHOLDERS RELATIONSHIP COMMITTEE:

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 and Regulation 20 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, has been reconstituted by the Company on the meeting of the Board held on 23rd August, 2019.

Now the Committee comprises of :

S.No. Name of the Member Category
1. Mrs. Nisha Ahuja (Chairperson) DIN:00001875 Non-Executive Director
2. Mr. Arun Kumar Garg (Member) DIN:00178582 Non-Executive Director
3. Mr. Varun Saihgal (Member) DIN:06512573 Non-Executive & Independent Director

The detailed terms of reference and other information about the committee has been provided in the Corporate Governance Report.

AUDITORS STATUTORY AUDITOR

M/s G.C. Agarwal & Associates, Chartered Accountants (Firm Registration No. : 017851N), were appointed as Auditors of the Company, for a term of 5 consecutive years, at the Annual General Meeting held on 24th August, 2017.

ACCOUNTING STANDARDS FOLLOWED BY THE COMPANY

The Financial Statements of the Company have been prepared in accordance with the Generally Accepted Accounting Principles in India ("Indian GAAP") to comply with the Accounting Standards specified under Section 133 of the Act read with Rule 7 of the Companies (Accounts) Rules, 2014 and the relevant provisions of the Act and the Guidelines prescribed by the RBI, as applicable. ‘

REPORTING OF FRAUDS BY AUDITORS

During the year under review, neither the statutory auditor nor the secretarial auditor has reported to the audit committee, 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 be mentioned in the Boards report.

AUDIT OBSERVATIONS

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.

SECRETARIAL AUDITORS AND THEIR REPORT

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, a firm of Company Secretaries in Practice, Delhi (Membership No. FCS-6288 & CP No. 11099), as its Secretarial Auditor to conduct the secretarial audit of the Company for the financial year 2018-19.

The Report on Secretarial Audit for the financial year 2018-19, in Form MR-3, as Annexure-D, forms integral part of this Annual Report. There is no qualifications, reservation or adverse remarks made by Secretarial Auditors in their Report.

ANNUAL SECRETARIAL COMPLIANCE REPORT

Pursuant to Regulation 24A of SEBI (Listing Obligations and Disclosures Requirements) Regulations 2015 read with SEBI circular no. CIR/CFD/ CMD1/27/2019 dated 8th February, 2019, every Listed entity shall on annual basis, require a check by the Practicing Company Secretary on compliance of all applicable SEBI Regulations and circulars/guidelines issued thereunder.

In compliance with the above mentioned regulation the Company has undertaken an audit for the financial year 2018-19 for all applicable compliances as per Securities and Exchange Board of India Regulations and Circular / Guidelines issued thereunder.

The Annual Secretarial Compliance Report has been submitted to the stock exchange within 60 days of the end of the financial year and also uploaded on the website of the company i.e. HREF="http://www.bbinvestments.in/Upload/">http://www.bbinvestments.in/Upload/ Annual-Secretarial-Compliance-report-March-2019.pdf. Further such report also forms part of this Annual Report as Annexure F.

SECRETARIAL STANDARDS

The Company complies with all applicable mandatory secretarial standards issued by the Institute of Company Secretaries of India (ICSI).

TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND

(A) TRANSFER OF UNPAID/UNCLAIMED DIVIDEND

Pursuant to the provisions of Section 124(5) of the Companies Act, 2013, your Company has transferred Rs. 186378/- during the year to the Investor Education and Protection Fund. This amount was lying unclaimed/unpaid with the Company for a period of 7 (Seven) years after declaration of dividend for the financial year ended 2010-11.

(B) TRANSFER OF SHARES UNDERLYING UNCLAIMED/UNPAID DIVIDEND

In Pursuance of the provisions of Section 124(6) of the Companies Act, 2013 and the IEPF (Accounting, Audit, Transfer and Refund) Rules, 2016 notified on 07th September, 2016, in addition to the transfer of amount of unclaimed/unpaid dividend for financial year 2010-11, the underlying shares are also due for transfer to IEPF Authority in case the dividend of further 7 (Seven) continuous years i.e. from 2011-12 onwards also unclaimed in those cases.

This was in pursuance of the recent enforcement of Section 124(6) of the Companies Act, 2013 and theInvestor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 which required every Company to mandatorily transfer to IEPF, the underlying shares in respect of which unclaimed/unpaid dividend has been transferred to IEPF and for which the dividend has still remained unpaid or unclaimed for a consecutive period of next 7 (Seven) years.

Individual reminders had 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 Compliance with the aforesaid Provisions and the Rules has Transferred 23914 Equity Shares Having Face Value of Rs. 10/- Each belonging to 81 shareholders underlying the unclaimed dividends considering the final dividend declared for the Financial Year 2010-11 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 Rules.

EXTRACT OF ANNUAL RETURN

Pursuant to the provisions of Section 134 (3) (a) of the Companies Act, 2013, the Extract of the Annual Return for the financial year ended March 31, 2019 made under the provisions of Section 92 (3) of the Companies Act, 2013 read with Rule 12 of the Companies (Management and Administration) Rules, 2014, is attached as Annexure-E, which forms part of this report.

DISCLOSURE OF SEXUAL HARRASSMENT OF WOMAN AT WORKPLACE (PREVENTION. PROHIBITION AND REDRESSAL) ACT, 2013

The Company does not fall in requirements of the Sexual Harassment of Women at the Workplace (Prevention,Prohibition&Redressal) Act, 2013. No employees (permanent, contractual, temporary, trainees) are covered under this policy.

Further the requirement to constitute the Internal Complaints Committee (ICC) to resolve sexual harassment complaints, are not applicable on the Company.

DIRECTORS RESPONSIBILITY STATEMENT

In terms of provisions of Section 134(3) (C) read with Section 134(5) of the Companies Act, 2013, the Board of Directors hereby confirms that:

a. in the preparation of the annual financial statements for the year ended 31st March 2019, 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 31st, 2019 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 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; 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.

STATUTORY COMPLIANCES

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.

MATERIAL CHANGES AND COMMITMENT IF ANY. AFFECTING THE FINANCIAL POSITION OF THE COMPANY FROM THE END OF THE FINANCIAL YEAR AND TILL THE DATE OF THIS REPORT

No material changes and commitments which could affect the Companys Financial Position have occurred since the close of the financial year i.e. March 31st, 2019 till the date of this Boards Report.

RBI GUIDELINES

Your Company is complying with all the guidelines of the Reserve Bank of India for Non-Banking Finance Company. In terms of Para 13 of the NBFC Regulations, the particulars as applicable to the Company are appended to the Balance Sheet.

NON-BANKING FINANCIAL COMPANIES AUDITORS REPORT (RESERVE BANK) DIRECTIONS. 1998

Pursuant to the Non-Banking Financial Companies Auditors Report (Reserve Bank) Directions, 1998, a report from the statutory auditors to the Board of Directors, has been received by the Company.

LISTING OF EQUITY SHARES

The equity shares of the Company are listed on BSE Limited. The BSE have nation-wide trading terminals and therefore provide full liquidity to investors. The listing fee for the year 2019-20 has already been paid. HUMAN RESOURCE & INDUSTRIAL RELATIONS 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.

ACKNOWLEDGMENT

Your Company takes pride in all of its highly motivated officers, employees and workers, who have been wholeheartedly 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.

For & on Behalf of the Board of Directors
For Bharat Bhushan Finance & Commodity Brokers Limited
Sd/- Sd/-
NISHA AHUJA VIJAY BHUSHAN
Place : New Delhi DIRECTOR DIRECTOR
Date :23rd August. 2019 (DIN : 00001875) (DIN : 00002421)