BNK Capital Markets Ltd Directors Report.

TO THE MEMBERS

Your Directors present before you the 33rd Annual Report of your Company on business & operations together with Audited Financial Statements and the Auditors Report for the year ending 31st March 2019.

Operation and Future Prospects

India has maintained a growth rate of around 7% (RBI estimates). India is one of the fastest growing among major economies of the world. The NDA Government is moving forward with "Vikas" as its main agenda . The initial problems with Demonetization & GST implementation are gradually reducing with lot of simplification on GST implementation. The organized sector is performing better on the implementation of G S T. However the unorganized sector has been very badly hit by its implementation and shall take time to recover. Interest rates are more or less stable with an upward bias. Economy may have taken some hit becauseof global rise in crude oil prices and other national and international economic and political factors. The falling consu mption is a cause of concern for the economy. Below average monsoon mayalso a negative factor for Economy. Decrease in domestic consumption is a cause of concern to growth. However, we have seen continued investments by the Mutual Funds in the Capital Markets. The National elections have seen a strong and decisive mandate in favour of BJP lead NDA. Mr. Narendra Modi as Prime Minister for the second term shall focus on expediting his agenda. It is expected of him to tackle the issues in hand by creating policies to leave hig her disposable income in the hands of lower and middle income bracket, to aggressively fight against terrorism, to boost global trade in favourofthe country with the geopolitical status of the country getting stronger over time. Defense and Infrastructure sector is likely to get big boost. Steps to increase domestic consumption should be an priority. RBI has projected a growth rate of 72% in the economy in the current year. Positive actions by the Govt, on various fronts may result in good sentiments and the foreign investors will continue invest in Indian stocks. The "Nifty & Sensex" are at life time high levels. We expect the markets to move positively butshall remain volatile and consolidate in times to come. Financial Results

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

PARTICULARS

STANDALONE

CONSOLIDATED

Year Ended 31/03/2019 Year Ended 31/03/2018 Year Ended 31/03/2019 Year Ended 31/03/2018
(र. In Lacs) (र. In Lacs) (र. In Lacs) (र. In Lacs)
Gross Income 1871.06 1253.50 1879.69 1258.37
Profit Before Interest & Depreciation 1451.08 367.22 1454.29 366.86
Finance Charge 6.13 4.96 6.13 4.96
Gross Profit 1444.95 362.26 1448.16 361.90
Provision for Depreciation 9.28 13.11 9.31 1321
Net Profit Before Tax 1435.67 349.15 1438.85 348.69
Provision for Tax 77.72 60.54 77.72 60.54
Minority Interest

-

- (1.37) (0.20)
Profit from Associate

-

- 23.31 42.66
Net Profit After Tax 1357.95 288.61 1383.06 330.60
Balance of Profit Brought Forward 455.85 998.91 695.71 1196.78
MatCredit Entitlement 77.91 61.42 77.91 61.42
Balance available for appropriation 1891.71 1348.94 2156.68 1588.80
Proposed Dividend on Equity Shares 200.00 150.00 200.00 150.00
Taxon Proposed Dividend 40.72 30.71 40.72 30.71
Adjustments Earlier Years 2.67 53.59 5.12 53.59
Transfer to Reserve 871.59 658.79 871.60 658.79
Surplus carried to Balance Sheet 776.73 455.85 103994 695.71

DIVIDEND

The Board of Directors have recommended payment of dividend of Re. 21- per equity share of face value of Rs. 10/- each for the financial year ended on 31 st March 2019.

TRANSFER OF UNCLAIMED DMDENDTOINVESTOR EDUCATION AND PROTECTION FUND (IEPF)

Pursuantto the provisions of Section 124(5) of the Companies Act, 2013, dividend which remains unpaid or unclaimed for a period of seven years from the date of its transfer to unpaid dividend is required to be transferred by the Company to Investor Education and Protection Fund (IEPF), established by the Central Government under the provisions of Section 125 of the Companies Act, 2013. The amountto be transferred to Investor Education and Protection Fund (lEPF)before the cut off date isRs. 1,21,251.20/-(F.Y. 2011-12) which shall be deposited by 26th of September, 2019. NUMBER OF BOARD MEETINGS HELD

The Board of Directors met4 (Four) times i.e„ 26.05.2018,28.07.2018,10.11.2018 & 02.02.2019 during this financial year.

SUBSIDIARY COMPANY & INVESTMENTS

BNK Commodities Private Limited, a subsidiary of your company is a member of Multi Commodity Exchange of India Ltd (MCX). Your Company along with its subsidiaries and its Associate Companies is offering complete financial solutions including trading in securities, commodities and their derivatives, currency derivatives, Depository services & Category I Merchant Bankers. The Form AOC-1 is enclosed asa part of this reportin Annexure A.

FIXED DEPOSITS

The Company has not accepted any Fixed Deposits during the year.

DIRECTORS

In accordance with the provisions of the Companies Act, 2013 and the Articles of Association of the Company Dr. Ajit Khandelwal (DIN: 00416445), Director of the Company retire by rotation at the conclusion of the forthcoming Annual General Meeting, and being eligible offer himself for reappointment.

Dr. Khandelwals tenure as Managing Director expired on 31.03.2019. The Board reappointed him as Managing Director fora period of another of 3 years ending 31.03.2022 at the terms and condition set out in the Annexure to the notice of Annual General Meeting.

Shri Murari Lai Khetan (DIN: 00009187) was appointed as an additional director (Independent) on 8th May, 2019. His term of office expires on the conclusion of the forthcoming Annual General Meeting. The Company has received a notice from a member proposing him as an Independent Director of the Company. It is proposed to appoint him an Independent Director for a period of 5 year ending on the conclusion of 38th Annual General Meeting.

The brief resume of the Directors seeking appointment/ re-appointment in the forthcoming Annual General Meeting in pursuance of Regulation 36(3) Of SEBI (Listing ObligationsAnd Disclosure Requirements) Regulations, 2015 is annexed to the Notice of Annual General Meeting.

Their appointment has to be made/oonfirmed at Annual General Meeting. The Board recommends passing of the resolutions regarding their appointment/re-appointment.

Our Director, Shri Purnabrata Brahmachari joined the Board on 20th October, 1993. Over a period of 26 years he has continuously guided and advised the Board. His tenure of Directorship ends at the conclusion of forthcoming Annual General Meeting. As per the sub-sections (10) and (11) of Section 149 of the Companies Act 2013 & LODR he has to retire from office ofthe Director. Your Directors convey their gratitude and thank him for his invaluable contribution made for over past 26 years. We wish him good health in times to come.

All Independent Directors have provided declarations that they meetthe criteria of independence as laid down u/s 149(6) ofthe Companies Act, 2013 & Regulation 16(1)(b) ofthe SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015.

AUDITORS

i) Statutory Auditors

M/s. Santosh Choudhary & Associates, Chartered Accountants, (Registration No. 323720E), were appointed Statutory Auditors of the Company at its 31 st Annual General Meeting held on 26th August 2017 for a period of 5 Consecutive Annual General Meeting subject to ratification of shareholders every year. It is proposed to ratify their appointment as Statutory Auditors of the Company, to hold office from the conclusion of this Annual General Meeting till the conclusion of the next Annual General Meeting of the Company at such remuneration as may be fixed by the Board of Directors of the Company. Necessary resolution in this connection is proposed in the notice for the forthcoming annual general meeting for consideration of shareholders.

ii) Secretarial Auditor

According to the provisions of Section 204 ofthe Companies Act. 2013 read with Section 179(3)(k) read with Rule 8(4) ofthe Companies (Meeting of Board and its Powers) Rules, 2014, the Secretarial Audit Report submitted by the Company Secretary in Practice is enclosed asa part of this report in Annexure B.

CORPORATE GOVERNANCE & MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Your Directors re-affirm their commitment to the Corporate Governance standards prescribed by Securities and Exchange Board of India codified as per the applicable regulations read with Schedule V of Securities and Exchange Board of India (Listing Obligation And Disclosure Requirements) Regulation, 2015 with Stock Exchanges, Corporate Governance and Management Discussion and Analysis Report as well as Corporate Governance compliance certificate by Auditor are set out in separate Annexure to this report.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Companies Act, 2013your Directors confirm:

i) Thatin the preparation of the Annual Accounts, the applicable accounting standards had been followed;

ii) That they have selected such accounting policies and applied them consistently and 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 at the end of the financial year and of the profit of the Companyforthat period;

iii) That they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013, for safeguarding the assets ofthe Company and for preventing and detecting fraud and other irregularities;

iv) That they have prepared the Annual Accounts on a Going Concern basis.

v) That they have laid down internal financial controls in the Company that are adequate and were operating effectively.

vi) That they have devised proper systems to ensure compliance with the provisions of all applicable laws and these are adequate and are operating effectively.

INTERNAL FINANCIAL CONTROL

The Board of Directors (Board) has devised systems, policies and procedures / frameworks, which are currently operational within the Company for ensuring the orderly and efficient conduct of its business, which includes adherence to Companys policies, safeguarding assets of the Company, prevention and detection of frauds and errors, accuracy and completeness of the accounting records and timely preparation of reliable financial information. In line with best practices, the Audit Committee and the Board reviews these internal control systems to ensure they remain effective and are achieving their intended purpose. Where weaknesses, if any, are identified as a result of the reviews, new procedures are put in place to strengthen controls. These controls are in turn reviewed at regular intervals.

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

The Company being in the service sector, conservation of energy and technology absorption as specified under section 134(3)(m) of the Companies Act, 2013 read with rule 8 of the Companies (Accounts) Rules, 2014 has no significance for the Company.

There is no earning & expenses in foreign exchange during the period. None of the employees are covered by the provisions contained in Rule 5(2) ofthe Companies (Appointmentand Remuneration of Managerial Personnel) Rules, 2014.

AUDIT COMMITTEE

The Audit Committee ofthe Board hasbeen constituted in terms of Listing Regulations and Section 177 of the Companies Act, 2013. The constitution and other details of the Audit Committee are given in the Corporate Governance Report.

CORPORATE SOCIAL RESPONSIBILITY COMMITTEE

The Corporate Social Responsibility Committee approved the expenses towards CSR activities which was spent for the company during the year 2018-19 as per Annexure - C.

BOARD EVALUATION

As per the provisions of the Companies Act, 2013 and SEBI (Listing Obligation and Disclosure Requirements) Regulations 2015, the Board has carried out the annual evaluation of its own performance, and of each ofthe Directors individually, including the independent directors, as well as the working of its committees.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Companys policy on prevention of sexual harassment of women provides for the protection ofwomen employeesatthe workplace and for prevention and redressal of such complaints. There were no complaints pending for the redressal at the beginning of the year and no complaints received during the financial year.

LOANS, GUARANTEES AND INVESTMENTS

The Company is a Non-Banking Financial Company and Section 186 of the Companies Act 2013 is not applicable to it.

SIGNIFICANT AND MATERIAL ORDERS BY THE REGULATORS OR COURTS TRIBUNAL IMPACTING THE COMPANYS GOING CONCERN STATUS & OPERATIONS IN FUTURE

During the period under review, no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and Companys operations in the future. POLICIES

The Company has formulated various policies as required under the Companies Act 2013, Securities and Exchange Board of India (Listing Obligation And Disclosure Requirements) Regulation, 2015 & Lisina Agreement and are uploaded on our Companys website as mentioned below:

NAME OF POLICY BRIEF DESCRIPTION LINK
Whistle Blower/

Vigil Mechanism Policy

The Company has adopted the policy as required under Section 177(9) & (10) of the Companies AcL 2013 & as per Clause 49 ofthe Listing Aareement.
Nomination & Remuneration Policy The Company has adopted the policy as required under Section 178(3) ofthe Companies Act 2013 & SEBI Listina Reaulations.
Risk Management Policy The Company has adopted the policy as per Clause 49 of the Listing Agreement.

http://www.bnkcapital.com/

Aboutus/bnkcapitalmarket

policies.aspxर.id=13

Related Party Transactions Policy The Company has adopted the policy as required under Section 188(1) ofthe Companies Act 2013 & SEBI (LODR) Regulation, 2015 read with Clause 49 ofthe Listing Agreement.
Policy on Determining Material Subsidiaries The Company has adopted the policy as required under Companies Act, 2013 & SEBI (LODR) Regulation, 2015.
Familiarization

Programme

for Independent Directors

The Company has adopted the policy pursuant to Part III of Schedule IV of the Companies Act, 2013 & Clause 49 (H)(8) (7) ofthe Listing Agreement.
Policy on Corporate Social Responsibility The Company has adopted the policy as required under Companies Act, 2013.

RELATED PARTY TRANSACTIONS

The Board of Directors ofthe Company has adopted a policy to regulate transactions between the Company and its related parties in compliance with the applicable provisions of Companies Act, 2013, SEBI (LODR) Regulation, 2015 read with Clause 49 of the Listing Agreement The disclosure of related party transactions is made as per AS-18 in the Notes to Financial Statements. However in terms of Section 188(1) of the Companies Act 2013 read with rule 15 of the Companies (Meeting of Board and its Powers) Rules, 2014, the Board feels that the transactions made are not material in nature as such no AOC-2 is annexed to this report.

PARTICULARS OF EMPLOYEES

There are no employees getting salary in excess ofthe limit as specified under the provisions of Section 134 of companies act, 2013 read with Companies (Appointmentand Remuneration of Managerial Personnel) Rules, 2014 throughoutor part ofthe financial year under review. COMPLIANCE OF THE PROVISIONS OF SECRETARIAL STANDARD Your Company Complies with the provisions of Secretarial Standards.

LISTING OF EQUITY SHARES

The Equity Shares ofthe Company is listed at BSE Ltd. and The Calcutta Stock Exchange Limited. EXTRACT OF ANNUAL RETURN

The details forming part of the extract of the Annual Return in Form MGT-9, as required under Section 92 ofthe Companies Act, 2013 is provided on the websitewww.bnkcapital.com under the link http://www.bnkcapital.com/downloads/636964717427801863MGT-9-pdf ACKNOWLEDGEMENT

Your Directors take this opportunity to express their grateful appreciation for the co-operation and guidance received from the Regulators, Central & State Govts., Bankers as well asthe Shareholders during the year. Your Directors also wish to place on record their appreciation for the devoted and dedicated service rendered by all the employees ofthe Company.

For and on behalf of the Board
BNK Capital Markets Ltd.
Place : Kolkata Ajit Khandelwal (DIN: 00416445)
Dated : 25th May, 2019 Chairman 8t Managing Director