To
The Members
The Brahmanand Himghar Limited
Your Directors have pleasure in presenting their Twenty Seventh together with the
Audited Standalone and Consolidated financial statements of your Company for the year
ended 31st March, 2017.
KEY FINANCIAL HIGHLIGHTS
The highlights of the financial results of the Company on a standalone and consolidated
basis are as follows:
|
|
(AMT. IN RUPEES) |
| PARTICULARS |
STANDALONE |
CONSOLIDATED |
|
Year Ended March 31,2017 |
Year Ended March 31,2016 |
Year Ended March 31,2017 |
Year Ended March 31,2016 |
| Profit for the year before tax |
2,01,160 |
597,90,970 |
7,07,673 |
597,90,970 |
| Less: Provision for Taxation |
|
|
|
|
| Current Tax |
3,98,955 |
12,863,840 |
4,20,269 |
12,863,840 |
| Tax of Earlier year |
16,07,569 |
4,475 |
16,07,569 |
4,475 |
| Deferred Tax |
- |
(258,003) |
(1,979) |
(258,003) |
| Profit for the year after tax |
|
|
(13,18,186) |
471,80,658 |
| Less: Minority Interest |
- |
|
1,66,285 |
- |
| Add: Share of Profit in Associates |
|
|
1,72,746 |
42,098 |
| Current Profit of Subsidiary Tr. To Cost of Control |
- |
- |
1,82,708 |
- |
| Profit during the year |
(18,05,364) |
47,180,658 |
(14,94,433) > |
47,222,756 |
| Add : Profit B/F from previous Year |
686,15,287 |
33,392,823 |
68,648,965 |
33,392,823 |
| Sub Total |
668,09,923 |
80,573,481 |
671,54,532 |
80,615,579 |
| Less : Transferred to Statutory Reserve |
- |
11,958,194 |
- |
11,966,614 |
| Balance C/t to Balance Sheet |
668,09,923 |
68,615,287 |
671,54,532 |
68,648,965 |
DIVIDEND
Your Directors regret for not recommending Dividend on Equity Shares and decided to
retain the profits for future investments and to strengthen the business of the Company.
EXTRACT OF ANNUAL RETURN
Pursuant to Section 92(3) of the Companies Act, 2013 and Rule 12 (1) of the Companies
(Management and Administration) Rules, 2014, the details forming part of the extract of
the Annual Return in Form MGT- 9 is annexed herewith as "Annexure I".
CONSERVATION OF ENERGY, TECHNOLOGICAL ABSORPTION. FOREIGN EXCHANGE EARNING & OUTGO:
Details of energy conservation is not applicable to the Company, no technology has been
absorbed or imported by the Company and Foreign Exchange Earning & Outgo is NIL.
RESEARCH & DEVELOPMENT:
The Company has not incurred any sum in respect of Research & Development for any
of its activity.
MATERIAL CHANGES
No Material changes and commitments have been occurred affecting the financial position
of the company which have occurred between the end of the financial year of the company to
which the financial statements relate and the reporting period.
DIRECTOR AND KEY MANAGERIAL PERSONNEL:
The Board of Directors has appointed Mr. Mukesh Agarwal (DIN: 07680726) as an
Additional Director of theCompany with effect from February 14, 2017. In terms of Section
161 of the Companies Act, 2013, Mr. Mukesh Agarwal holds office up to the date of ensuing
Annual General Meeting. The Company has received requisite notice in writing from a member
proposing his name for the office of Director. Accordingly, the Board recommends the
appointment of Mr. Mukesh Agarwal as an Independent Director of the Company.
Mr. Tejinder Singh has resigned from the post of Director with effect from 07.02.2017.
The Board places on record its deep appreciation for the valuable contribution made by him
during his tenure as Director of the Company.
All the directors of the Company have confirmed that they are not disqualified from
being appointed as Directors in terms of Section 164 of the Companies Act, 2013. -
Mr. Manoj Kumar Agarwal (Managing Director), Mrs. Shilpi Ghosh (Chief Financial
Officer) and Ms. Shalini Kumari Agarwal (Company Secretary) are the Key Managerial
Personnel (KMP) of the Company, pursuant to the provisions of the Company Act, 2013 as on
the date of this report.
All the Directors, Key Managerial Personnel and senior management of the company have
affirmed compliance of with the code of conduct applicable to the Directors and employees
of the Company and a declaration in this regard made by the Managing Director is attached
which forms a part of this report of Directors.
Declaration by Independent Director:
The Company has received declarations from all the Independent Directors of the Company
confirming that they meet the criteria of independence as prescribed both under section
149(6) of the Companies Act, 2013 and Regulation 16 of the SEBI Listing Regulations, 2015.
The Board confirms that the said Independent Directors meet the criteria as laid down
under the Companies Act, 2013 as well as the SEBI Listing Regulations, 2015.
SEPARATE MEETING OF INDEPENDENT DIRECTORS
During the year under review, the Independent Directors had, in accordance with the
provisions of Schedule IV (Code for Independent Directors) of the Companies Act, 2013 and
Regulation 25 of the SEBI (Listing Obligations and Disclosure Requirements) Regulation,
2015, met separately and discussed and reviewed, interalia, the performance of Non
Independent Directors and the Board as a whole after taking into consideration the views
of Executive and Non- Executive Directors.
Board Evaluation:
Pursuant to the provisions of Companies Act, 2013 and Listing Agreements, the Board has
carried out an evaluation of its own performance, the directors individually as well as
the evaluation of the working of its Audit Committee and Nomination and Remuneration
Committee. The manner in which the evaluation has been carried out is mentioned in the
Corporate Governance Report.
Remuneration Policy:
The Board has, on recommendation of the Nomination and Remuneration Committee
formulated a policy for selection and appointment of Directors, senior managements and
their remuneration. The details of the said policy are stated in the Corporate Governance
Report.
Meetings:
The details of the number of Board Meetings and meetings of various Committees are
given in the Corporate Governance Report. The intervening gap between the meetings was
within the time period prescribed under the Companies Act, 2013.
(Obligation of Company Under the Sexual Harassment of Women at the Workplace
(Prevention, Prohibition & Redressal) Act, 2013.
The Company has ZERO Tolerance for Sexual Harassment at workplace and has adopted a
policy on prevention of Sexual Harassment of Women at workplace. There were no complaints
received during the year. Further the Board extends its full responsibility to manage and
act promptly in such cases.
Human Resources
Our Company treats its "human resources" as one of its most important assets.
Our Company continuously invests in attraction, retention and development of talent on
an ongoing basis. A number of programmes that provide focused people attention are
currently are under way. Our Company thrust is on the promotion of talent internally
through job rotation and job enlargement.
Transfer of amounts to Investor Education and Protection Fund
The Company did not have any funds lying unpaid or unclaimed for a period of Seven
Years. Therefore, there were no funds which were required to be transferred to Investor
Education and Protection Fund (IEPF) as required by statutory provisions.
DIRECTORS RESPONSIBILITY STATEMENT:
In terms of Section 134 (5) of the Companies Act, 2013 with respect to Directors
Responsibility Statement, it is hereby confirmed:
(a) That in the preparation of Annual Accounts, the applicable Accounting Standard has
been followed.
(b) That the Directors 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 financial
year and the Statement of Profit and Loss for that period.
(c) That the Directors have taken proper and sufficient care for maintenance of
adequate accounting records in accordance with the provisions of the Companies Act, 2013
for safeguarding assets of the Company and for preventing and detecting frauds and other
irregularities.
(d) That the Directors have prepared the Annual Accounts on Going Concern Basis.
(e) The Directors have laid down internal financial controls to be followed by the
Company and that such internal financial controls are adequate and were operating
effectively.
(f) The directors had devised proper system to ensure compliance with the provisions of
all applicable laws and that such system were adequate and operating effectively.
DETAILS PERTAINING TO REMUNERATION AS REQUIRED UNDER SECTION 197 (12) OF THE COMPANIES
ACT, 2013 READ WITH RULE 5 (1) OF THE COMPANIES fAPPOINTMENT AND REMUNERATION OF
MANAGERIAL PERSONNEL RULES, 2014.
(i) The percentage increase in remuneration of each Director, Chief Financial Officer
and Company Secretary during the financial year 2016-17, ratio of the remuneration of each
Director to the median remuneration of the employees of the Company for the financial year
2015-16 and the comparison of remuneration of each Key Managerial Personnel (KMP) against
the performance of the Company are as under:
| SI. No. |
Name of Director KMP & Designation |
Remuneration of Director /KMP for the financial year 2016-17 (Rs. In
lacs) |
% increase in Remuneration in the Financial year 2016-17 |
Ratio of remuneration of each Director/to median remuneration of employees |
Comparison of the Remuneration of the KMP against the performance of
the Company |
| 1. |
Manoj Kumar Agarwal Managing Director |
1.80 |
NIL |
Not Applicable |
|
| 2. |
Shalini Kumari Agarwal Company Secretary |
1.42 |
NIL |
Not Applicable |
|
| 3. |
Shilpi Ghosh, Chief Financial Officer |
1.27 |
NIL |
Not Applicable |
|
(ii) The median remuneration of employees of the Company during the financial year was
NIL.
(iii) There were no permanent employees on the rolls of Company as on March 31, 2017;
(iv) There is no change in remuneration of Managing Director.
(v) It is hereby affirmed that the remuneration paid is as per the as per the
Remuneration Policy for Directors, Key Managerial Personnel and other Employees.
CORPORATE GOVERNANCE:
The Company is committed to maintain the highest standards of corporate governance and
adhere to the corporate governance requirements set out by SEBI. The Company has also
implemented several best corporate governance practices as prevalent globally. The report
on Corporate Governance as stipulated under the Listing Agreement forms an integral part
of this Report. The requisite certificate from the Auditors of the Company confirming
compliance with the conditions of corporate governance is attached to the report on
Corporate Governance.
SECRETARIAL AUDITOR:
Pursuant to provisions of section 204 of the Companies Act, 2013 and The Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014 the company has
appointed Ms. Dipika Jain, a whole time Company Secretary in practice having Membership
No. 50343, to undertake the Secretarial Audit of the Company. The Secretarial Audit Report
for the financial year ended March 31,2017 is annexed herewith to this Report. The
Secretarial Audit Report does not contain any unexplained qualification, reservation or
adverse remark.
RELATED PARTY TRANSACTION:
All Related Party Transactions that were entered into during the financial year were on
arms length basis and were in the ordinary course of business. There are no materially
significant related party transactions made by the Company with Promoters, Key Managerial
Personnel or other designated persons which may have potential conflict with interest of
the Company at large. Your Directors draw attention of the members to Notes to the
financial statement which sets out related party disclosures.
The Form AOC - 2 pursuant to Section 134 (3) (h) of the Companies Act, 2013 read with
Rule 8(2) of the Companies (Accounts) Rules, 2014 is annexed and forms a part of this
report.
SUBSIDIARY/ASSOCIATES COMPANY:
During the year under review, M/s. Blak Readymade Stores Pvt. Ltd. is the Subsidiary
Company and the following Company are the Associates Companies:
1. Bhalotia Engineering Works Private Limited
2. Bhalotia Auto Products Private Limited
CODE OF CONDUCT:
The Company has a Code of Conduct which is applicable to directors and management
personnel of the Company. The Company believes in conducting business in accordance with
the highest standards of business ethics and complying with applicable laws, rules and
regulations.
The Code lays down the standard procedure of business conduct which is expected to be
followed by the directors and management personnel in their business dealings and in
particular on matters relating integrity in the work place, in business practices and
complying with applicable laws etc.
All the directors and management personnel have submitted declaration confirming
compliance with the code.
BONUS ISSUE:
The Company has not allotted any bonus Shares during the year.
ISSUE OF SHARES:
During the Financial year ended 31st March, 2017:
i) The Company has not granted any Employees Stock Option. ,
ii) The Company has not issued any Sweat Equity Shares.
iii) The Company has not issued any equity shares with differential rights.
PUBLIC ISSUE:
During the year under review your Company has not issued any securities to the public.
PUBLIC DEPOSIT:
During the Year the Company has not accepted any Deposit from the Public, within the
meaning of section 73 of the Companies Act, 2013.
PARTICULARS OF LOANS GIVEN, INVESTMENTS MADE, GUARANTEES GIVEN AND SECURITIES PROVIDED
Particulars of Loans given, Investments made, Guarantees given and Securities provided
along with the purpose for which the loan or guarantee or security is proposed to be
utilized by the recipient are provided in the financial statement.
RISK MANAGEMENT POLICY:
In terms of Section 134(3)(n) of the Act, your Directors wish to state that the Company
has drawn and implemented a Risk Management Policy including identification of elements of
risks, if any, which may threaten the existence of the Company. The above policy is being
reviewed/re-visited once a year or at such other intervals as deemed necessary for
modifications and revisions, if any.
VIGIL MECHANISM/WHISTLE BLOWER POLICY:
The Company promotes ethical behaviour in all its business activities and has put in
place a mechanism for reporting illegal or unethical behaviour. The Company has a Vigil
mechanism and Whistle blower policy under which the employees are free to report
violations of applicable laws and regulations and the Code of Conduct.
The reportable matters may be disclosed to the Ethics and Compliance Task Force which
operates under the supervision of the Audit Committee. Employees may also report to the
Chairman of the Audit Committee. During the year under review, no employee was denied
access to the Audit Committee.
PREVENTION OF INSIDER TRADING:
The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view
to regulate trading in securities by the Directors and designated employees of the
Company. The Code requires pre-clearance for dealing in the Companys shares and prohibits
the purchase or sale of Company shares by the Directors and the designated employees while
in possession of unpublished price sensitive information in relation to the Company and
during the period when the Trading Window is closed.
All the Board of Directors and designated employees have confirmed compliance with the
Code.
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 weakness in the design or operation was observed.
During the year the company appointed M/S. KEDIA SINGHANIA & CO. as an internal
auditor.
The firm is authorized by the Audit Committee to access the adequacy and compliance of
internal control process, statutory requirements etc. The Audit Committee met regularly to
review reports submitted by the Internal Auditor.
The Audit Committee upon discussion with internal auditor set up applicable control
measures for the Company.
STATUTORY AUDITORS:
M/S KHANDELWAL PRAJAPTI & CO., Statutory Auditors of the Company, hold office till
the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment.
They have confirmed their eligibility to the effect that their re-appointment, if made,
would be within the prescribed limits under the Act and that they are not disqualified for
re-appointment. The Notes on financial statement referred to in the Auditors Report are
selfexplanatory and do not call for any further comments. The Auditors Report does not
contain any qualification, reservation or adverse remark.
APPRECIATION
For and on behalf of the Board, the Directors wish to place on record their sincere
appreciation for the positive cooperation received from Banks, SEBI, Shareholders, RTA,
farmers and Traders, and all the staffs of the Company during the year.
| Place: Medinipur |
For and on behalf of the Board |
| Dated: 30th May, 2017 |
Bimal Kumar Agarwal |
|
Chairman |
+91-9892691696
