| Dear Shareholders
The Directors have pleasure in presenting the 10th Annual Report and
Audited Accounts of your Company, for the Financial Year ended 31st
March, 2015.
Financial Highlights
The Summarized performance of the Company for the Year 2014-2015 and
2013-14 is given below;
(Rs in Lacs)
Particulars For Financial Year Ended
31st March 2015 31st March 2014
Total Income 178.34 238.16
Total
Expenditure 113.96 162.62
Profit before
Tax 64.38 75.54
Provision for
Tax 20.00 33.25
Profit/ (loss)
After Tax 44.38 42.29
Financial Performance and state of Company affairs.
During the year under review, your Company has recorded a total income
of Rs. 178.34 lacs against Rs 238.16 lac in the previous year. Net
Profit before taxation for the financial year ended 31st March, 2015
decreased to Rs 64.38 as compared to Rs 75.54 lac in the previous year.
Profit after tax is Rs 44.38 lac as compared to Rs 42.29 lac in the
previous year.
Dividend
With a view to conserve the resources your Directors do not recommend
dividend for the financial year 2014-2015.
Listing Fees
At present the Company's Equity shares are listed at SME platform of
BSE Limited and the Company has paid Listing Fees upto the year
2014-15.
Change in promoters and management
Mr. Bharat Bagri and Mr. Uttam Bagri, the existing promoters of the
Company had entered into Share Purchase Agreement (SPA) on 7th October,
2014 with Centrum Direct Limited, on completion of which
1. Centrum Direct is to acquire 52.16% shareholding of the Company
2. Centrum Direct is to acquire control of the company and be
designated as the promoters of the Company
Material changes and Commitments
There are no material changes and or commitments affecting the
financial position of the Company, between the end of the financial
year, i.e. 31st March, 2015 and the date of the report except for the
following
1. Completion of the activities under the SPA on 5th August, 2015 and
Centrum Direct Limited being the new promoter of the Company with
effect from this date.
2. Change in registered office of the Company from 1204, P.J Towers,
Dalal Street, Fort, Mumbai-400 001 to Level 9 (Unit-801), Centrum
House, CST Road, Vidyanagari Marg, Kalina, Santacruz (East), Mumbai-400
098 with effect from 5th August, 2015.
3. Resignation of Mr. Bharat Bagri, Mr. Uttam Bagri and Mrs. Sarla
Bagri from the Board and appointment of Mr. Bharat Bagri as Additional
Director and re-designation from whole time Director to non executive
Director
4. Induction of Mr. Kumud Ranjan Mohanty, Mr. Shailendra Apte and Mr.
Narayan Krishnan, being representatives of the new promoters on the
Board of the Company on 5th August 2015
Extract of annual return
As provided under Section 92(3) of the Act, the extract of annual
return in Form MGT-9 is given in Annexure I.
Number of meetings of the Board
Four meetings of the Board were held during the year on 30th May, 2014,
28th August, 2014, 17th October, 2014 and 30th January, 2015. The
intervening gap between the Meetings was within the period prescribed
under the Companies Act, 2013 and the listing Agreement.
Directors Responsibility Statement
Pursuant to Section 134(5) of the Companies Act, 2013, the Board of
Directors, to the best of their knowledge and ability,
confirm that:
i. in the preparation of the annual accounts, the applicable accounting
standards have been followed and there are no material departures;
ii. 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
Company for that period;
iii. they have taken proper and sufficient care for the maintenance of
adequate accounting records in accordance with the provisions of the
Act for safeguarding the assets of the Company and for preventing and
detecting fraud and other irregularities;
iv. they have prepared the annual accounts on a going concern basis;
v. they have laid down internal financial controls to be followed by
the Company and such internal financial controls are adequate and
operating effectively;
vi. they have devised proper systems to ensure compliance with the
provisions of all applicable laws and that such systems were adequate
and operating effectively.
Based on the framework of internal financial controls and compliance
systems established and maintained by the Company, work performed by
the statutory and secretarial auditors and external consultants and the
reviews performed by management and the relevant board committees,
including the audit committee, the board is of the opinion that the
Company's internal financial controls were adequate and effective
during the financial year 2014-15.
Particulars of loans, guarantees and investments
The particulars of loans, guarantees and investments have been
disclosed in Note 8 of the financial statements
Related Party Transactions
All Related Party Transactions that were entered into during the
financial year were on arm's length and were in the ordinary course of
business. The Audit Committee has granted omnibus approval for Related
Party Transactions stated in Annexure II as per the provisions and
restrictions contained in the Companies Act, 2013.
Board evaluation
The Board of Directors has carried out an annual evaluation of its own
performance, Board committees and individual Directors pursuant to the
provisions of the Act. The performance of the Board was evaluated by
the Board after seeking inputs from all the Directors on the basis of
the criteria such as the Board composition and structure, effectiveness
of Board processes, information and functioning, etc. The performance
of the committees was evaluated by the Board after seeking inputs from
the committee members on the basis of the criteria such as the
composition of committees, effectiveness of committee meetings, etc.
The Board and the Nomination and Remuneration Committee ("NRC")
reviewed the performance of the individual Directors on the basis of
the criteria such as the contribution of the individual director to the
Board and committee meetings like preparedness on the issues to be
discussed, meaningful and constructive contribution and inputs in
meetings, etc. In a separate meeting of independent Directors,
performance of non-independent directors, performance of the Board as a
whole and performance of the Chairman was evaluated, taking into
account the views of executive directors and non-executive directors.
The same was discussed in the Board meeting that followed the meeting
of the independent Directors, at which the performance of the Board,
its committees and individual directors was also discussed.
Energy Conservation Measures, Technology Absorption and R & D Efforts
and Foreign Exchange Earnings and Outgo
In view of the nature of activities carried on by the Company, the
requirements for disclosure in respect of Conservation of Energy,
Technology Absorption, in terms of the Companies (Disclosure of
Particulars in the Report of Board of Directors) Rules, 1988 are not
applicable to the Company. However the Company takes all possible
efforts towards energy conservation. The requirement for disclosure
with regard to technology absorption does not apply to the Company as
the activities in which the Company operates does not require any
technology.
During the period under review the Company has earned Foreign Exchange
of 'NIL' and incurred the Foreign Exchange outgo of 'NIL'.
Risk Management
For BCB Finance Limited, an effective risk management policy lies at
the core of our business philosophy, which is centered on delivering
high and better returns to all our stakeholders. With ups and downs,
volatility and fluctuations in the financial business in which the
Company operates. BCB Finance Limited is exposed to various risks and
uncertainties in the normal course of our business. Since such
variations can cause deviations in the results from operations and
affect our financial state, the focus on risk management continues to
be high.
Corporate social responsibility
Provisions of section 135 of the Companies Act, 2013 dealing with
constitution of Corporate Social Responsibility Committee and related
matters, is not applicable to your Company.
Auditors
i. Statutory Auditors
Pursuant to the provisions of Section 139 of the Act and the rules
framed there under, M/ s. Bhatter & Co., Chartered Accountants, were
appointed as statutory auditors of the Company from the conclusion of
the Ninth Annual General Meeting (AGM) of the Company held on 27th
September, 2014 until the conclusion of the AGM of the Company for the
financial year 2018-19, subject to ratification of their appointment at
every AGM. The Company has received letter from M/s. Bhatter & Co.,
Chartered Accountants, regarding their unwillingness to be
re-appointed/ continue as Statutory Auditors
The Company has received consent letter from F K Mody & Co., Firm
Registration No. 115205W Chartered Accountants, proposed new Auditor as
regards their appointment as Statutory Auditors, if made, would be
within the prescribed limits under Section 139 of the Companies Act,
2013 read with rules made there under, and that they are not
disqualified for such appointment within the meaning of the Companies
Act 2013
The observations made in the Auditors report read together with the
relevant notes thereon, are self-explanatory and hence do not call for
any comments under Section 134 of the Companies Act, 2013.
ii. Internal Auditors
Pursuant to section 138 of the Companies Act, 2013 and rules made there
under, the Company had appointed M/s. Shruti Maheswari was appointed as
Internal Auditor in the Board meeting dated 30th May, 2014. She
expressed her unwillingness to continue as Internal Auditor. The Board
then appointed M/ s. R. Jaitlia & Co., Chartered Accountants as
Internal Auditors on 28thAugust, 2014 to conduct Internal Audit of
records and documents of the Company for the financial year 2014-15.
iii Secretarial Audit:
Mr. Hitesh Kothari, Partner, Kothari H. & Associates, Practicing
Company Secretaries were appointed as Secretarial Auditors on 30th May,
2014 to conduct Secretarial Audit of records and documents of the
Company for the financial year 2014-15.The Secretarial Audit Report
confirms that the Company has generally complied with the provisions of
the Act, Rules, Regulations, Guidelines etc., and there is no
secretarial audit qualification for the year under review.
The Secretarial Audit Report is included as Annexure - III and forms an
integral part of this report.
Corporate Governance
SEBI Circular ref CI/ CFD/ POLICY CELL/ 7/ 2014 dated September 15,
2014 on the subject of "Corporate Governance in listed entities" has
made the provisions of Clause 49 on Corporate Governance non mandatory
for Companies whose equity share capital is listed exclusively on the
SME Platforms.
Since the equity share capital of your Company is listed exclusively on
the SME Platform of BSE Limited, the Company is not required to
mandatorily follow the Corporate Governance requirements, and
accordingly the reporting requirements like Management Discussion and
Analysis Statement and Business Responsibility Report are not
applicable on the Company.
Directors and Key Managerial Personnel
Key Managerial Personnel
The following are the Key Managerial Personnel of your Company as on
31st March, 2015 in terms of Section 203 of the
Act:
Managing Director - Mr. Uttam Bagri
Whole Time Director - Mr. Bharat Bagri
Chief Financial Officer (CFO) - Mr. Uttam Bagri
Company Secretary - Ms. Yojana R. Pednekar
Independent Directors
In terms of Section 149 of the Act, the Members, at their meeting held
on 27th September, 2014, appointed the following as
Independent Directors of the Company for a term of one year:
- Mr. Rahul Bhandawat
- Mr. Kamalkumar Dujodwala
- Mr. Kalpesh Ranka
- Mr. Sandip Kothari
The Company has received declarations from all the Independent
Directors confirming that they meet the criteria of independence as
prescribed under the Act.
The term of Independent Director, Mr. Suresh Ahiya came to an end at
the 9th AGM on 27th September 2014 where he choose not to offer himself
for reappointment due to old age. Further, Independent Director Mr.
Sandip Kothari resigned as Director of your Company w.e.f 10th March,
2015.
The term of the three current Independent Directors Mr. Rahul
Bhandawat, Mr. Kamalkumar Dujodwala and Mr. Kalpesh Ranka end on 26th
September, 2015. All three current Independent Directors have expressed
their unwillingness to continue as Independent Directors.
The Company has received a notice under Section 160 of the Act
proposing candidature, of Ms. Swati Sahukara and Mr. Parag Shah as
Independent Directors of the Company for a term of one year along with
the requisite deposit. Resolutions for approval have been included in
the Notice convening the ensuing AGM of the Company.
Based on the confirmations and declarations received from the proposed
Directors, they qualify for the appointment as Independent Directors of
the Company.
Changes/ appointment of other Directors/ KMPs
1. Mr. Uttam Bagri was appointed as the Chief Financial Officer (CFO)
of the Company from 01st October, 2014
2. Mr. Manish Mourya resigned as Company Secretary w.e.f 3rd February,
2015. Ms. Yojana R. Pednekar was appointed as Company Secretary w.e.f
3rd February, 2015.
3. Ms. Sarla Bagri (DIN 01379882) was appointed as Additional Director
w.e.f 27th March, 2015 and resigned on 5th August, 2015
4. Mr. Uttam Bagri (DIN 01379841) resigned from the post of Director
and Managing Director w.e.f 5th August, 2015
5. Mr. Bharat Bagri (DIN 01379855) resigned and was reappointed as non
executive Director instead of Whole Time Director w.e.f 5th August,
2015. Mr. Bharat Bagri will continue to remain on Board as a
Non-Executive Director till conclusion of this AGM.
6. Mr. Shailendra Apte (DIN 00017814), Mr. Narayan Krishnan
(DIN-00803611) and Mr. Kumud Ranjan Mohanty (DIN 07056917) were
appointed as Additional Directors in the Board meeting dated 5th
August, 2015. Resolution for approval of this transaction has been
included in the Notice convening the ensuing AGM of the Company.
7. Mr. Kumud Ranjan Mohanty (DIN-07056917) was appointed as Managing
Director for a term of 5 (Five) years in the Board meeting on
recommendation of Nomination and Remuneration Committee meeting, held
on 5th August, 2015. In terms of Section 196 of the Companies Act,
2013, his appointment is subject to approval of the members by way of a
Special Resolution.
The Board wishes to place on record its appreciation for the invaluable
services and guidance given by each of the above during their
respective tenures as Directors of the Company.
A brief profile of the Directors seeking appointment at the ensuing AGM
is provided as a part of the notice of the ensuing Annual General
Meeting.
Composition of Audit Committee
Audit Committee of your Company for the financial year 2014-15 composed
of the following members:
Name Designation
Mr. Kalpesh
Ranka Chairman
Mr. Rahul
Bhandawat Member
Mr. Uttam Bagri Member
Vigil mechanism
The Company believes in the conduct of the affairs of its constituents
in a fair and transparent manner by adopting highest standards of
professionalism, honesty, integrity and ethical behavior. Pursuant to
Section 177(9) of the Act, a vigil mechanism was established for
directors and employees to report to the management instances of
unethical behavior, actual or suspected, fraud or violation of the
Company's code of conduct or ethics policy. The Vigil Mechanism
provides a mechanism for employees of the Company to approach the
Chairman of the Audit Committee of the Company.
Particulars of Employees and Remuneration
There is no employee in the Company drawing monthly remuneration of Rs.
5,00,000/ - per month or Rs. 60,00,000/ - per annum. Hence, the Company
is not required to disclose any information as per Rule 5(2) of the
Companies (Appointment and Remuneration) Rules, 2014
Remuneration details pursuant to section 197(12) of the Companies Act,
2013 read with Rule 5 of the Companies (Appointment & Remuneration of
Managerial Personnel) Rules, 2014
i. Ratio of remuneration of each Director to the median employee's
remuneration
The information required under Section 197 (12) of the Act read with
Rule 5 of The Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014, in respect of ratio of remuneration of each
director to the median remuneration of the employees of the Company for
the financial year are as follows:
Sr. Name of
Director Designation Remuneration Median Ratio
No. per annum
(Rs.) Remuneration (Remune-
ration
per annum
(Rs.) of Direc-
tor to
Median
Remune-
ration)
1. Mr. Uttam
Bagri Managing Nil Nil N.A.
Director
2. Mr. Bharat
Bagri Whole Time Nil Nil N.A.
Director Note: On account of low income earned by the Company, the
Managing Director & Whole Time Director has foregone their remuneration
for the financial year 2014-15
ii. Percentage increase in the median remuneration of employees in the
financial year 2014-15 is Nil iii. The number of permanent employees
on the rolls of the Company as on 31st March, 2015 is 1 (one) iv.
Relationship between average increase in remuneration and Company
performance:
There was no increase in remuneration of any employee during the year
under consideration. v. Comparison of the remuneration of the Key
Managerial Personnel (KMP) against the performance of the Company:
Remuneration of KMP is in line with the performance of the Company.
vi. Variation in the market capitalization of the Company, price
earnings ratio as at the closing date of the current financial year and
previous financial year and percentage increase over decrease in the
market quotations of the
shares of the Company:
Particulars As on 31st As on 31st %
March,2014 March,2015 variation
Price (on the SME
Platform of BSE Rs. 25.30 Rs. 25.25 -0.20%
Limited) - Closing
price
No of shares
listed 1,15,02,585 1,15,02,585 0.00%
Market capitalization
(Rs. In lacs) 2,910.15 2,904.40 -0.20%
EPS 0.37 0.39 5.41%
Price Earnings
Ratio 68.38 64.74 -5.32%
vii. The key parameters for the variable component of remuneration
availed, if any, by the Directors are considered by the Board of
Directors based on the recommendations of the Nomination and
Remuneration Committee as per the Policy for remuneration of Directors,
KMPs and other employees. As during the year, Directors did not draw
any remuneration, this point is not applicable.
viii. There are no employees of the Company who received remuneration
in excess of the highest paid Director during the financial year
2014-15
ix. It is hereby affirmed that the remuneration paid during the year
is as per the Remuneration policy of the Company.
x. There is no employee covered under the provisions of section
197(14) of the Act.
Remuneration Policy for the Directors, Key Managerial Personnel and
other employees
In terms of the provisions of Section 178(3) of the Act, the Nomination
and Remuneration Committee (NRC) is responsible for formulating the
criteria for determining qualification, positive attributes and
independence of a Director. The NRC is also responsible for
recommending to the Board a policy relating to the remuneration of the
Directors, Key Managerial Personnel and other employees. The Board has
on the recommendation of the NRC framed a policy for selection and
appointment of Directors, Senior Management and their remuneration. The
said policy is stated in Annexure IV of this report.
General.
Your Directors state that no disclosure or reporting is required in
respect of the following items as there were no transaction on these
items during the year under review.
1. Details relating to Deposits covered under Chapter V of the Act.
2. Issue of equity shares with differential rights as to dividend,
voting or otherwise.
3. Issue of equity shares (including sweat equity shares) and ESOS to
employees of the Company under any scheme.
4. No significant or material orders were passed by the Regulators or
Courts or Tribunals which impact the going concern status and Company's
operations in future.
Your Director further state that during the year under review, there
were no cases filed pursuant to the Sexual Harassment of Women at
Workplace (Prevention, Prohibition and Redressal) Act 2013.
Acknowledgement
Your Directors would like to express their sincere appreciation of the
co-operation and assistance received from Shareholders, Bankers,
regulatory bodies and other business constituents during the year under
review.
Your Directors also wish to place on record their deep sense of
appreciation for the commitment displayed by all executives, officers
and staff, resulting in successful performance of the Company during
the year.
For and on behalf of the Board of Directors of BCB Finance Limited
Sd/ -
Uttam Bagri, Managing Director- DIN- 01379841
Bharat Bagri, Whole Time Director- DIN - 01379855
Place: Mumbai
Date: 5th August, 2015
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