| Dear Members,
The Directors have pleasure in presenting their 20th Annual Report on
the business and operations of the Company and the accounts for the
Financial Year ended March 31, 2015.
1. Financial summary or highlights/Performance of the Company
(Standalone)
The Board's Report shall be prepared based on the stand alone financial
statements of the company.
Particulars 2014-2015 2013-14
(In rupees) (In rupees)
Gross Income 83600349.57 45577979.25
Profit Before Interest and Depreciation -2408942.99 14258980.65
Finance Charges NIL NIL
Gross Profit 2408942.99 14258980.65
Provision for Depreciation 216439.20 213903.56
Net Profit Before Tax -2625382.19 14045077.09
Provision for Tax 4322332.90 -516605.32
Net Profit After Tax 1696950.71 13528471.77
Balance of Profit brought forward NIL NIL
Balance available for appropriation NIL NIL
Proposed Dividend on Equity Shares NIL NIL
Tax on proposed Dividend NIL NIL
Transfer to General Reserve 1357560.57 10822777.42
Surplus carried to Balance Sheet 1696950.71 13528471.77
2. Brief description of the Company's working during the year/State of
Company's affair
The Company continues to be engaged in the business of dealing and
investing in shares and other securities along with financial services
like spot financing, short term financial accommodation, long term
financial accommodation, and in other similar financial sector. For
F.Y. 2014 -2015, Company's Revenue increased from Rs. 45577979.25 in
the previous year to Rs. 83600349.57 in the Current Year. Despite the
current market scenario, the company has maintained adequate margin of
profit.
3. Change in the nature of business, if any
During the year under review the Company has not changed the nature of
business.
4. Dividend
On account of the urgent liquidity needs against the business expansion
plans in hand, no dividend is recommended for the current year.
5. Reserves
The amount of Rs. 1,357,560.57 is transferred to General Reserve and
Rs. 339390.14 is transferred to Statutory Reserve under Section 451C of
RBI Act, 1934.
6. Change of Name
During the year under review the Company has not changed the nature of
business.
7. Share Capital
As on 31st March, 2015, the issued, subscribed and paid up share
capital of your Company stood at Rs. 29,59,57,915, comprising
29,59,57,915 Equity shares of Rs.1 each.
Issue of Equity Shares with Differential Rights
During the year under review, the Company has not issued shares with
differential voting rights.
Issue of Sweat Equity Share
During the year under review, the Company has not granted sweat equity
shares.
8. Directors and Key Managerial Personnel
Mr. Suresh Kumar Singhal is liable to retire by rotation at the
forthcoming Annual General Meeting and being eligible, offer himself
for reappointment.
The Board of Directors at its Meeting held on June 22nd, 2015,
appointed Mrs. Sheela Gupta as an Additional Director of the Company
with immediate effect. As Additional Director, Mrs. Sheela Gupta holds
office up to the date of forthcoming Annual General Meeting and is
eligible for appointment as a Director. Ms. Neha Kumari has resigned as
a Director of the Company with effect from July 2nd, 2015.
During the year, Shri Vinubhai Prabhudas Patel has been appointed as an
Independent Non-Executive Director w.e.f 1st October, 2014 for a term
of 5 years.
Further, in terms of section 149 read with sections 150 and 152 of the
Companies Act 2013, an independent director is now not required to
retire by rotation, and may be appointed on the Board of the Company
for maximum two terms of up to five years each. Accordingly, it is
proposed to appoint the existing Independent, Non-Executive directors
namely, Mr. Sandeep Kumar Khandelwal and Mr. Vinubhai Prabhudas Patel,
for an initial term of five years, effective from 31st March, 2015 and
1st October, 2014 respectively. All these Independent directors have
confirmed their independence in terms of the requirements of Companies
Act, 2013. The Company has received declarations from all Independent
Directors that they meet the criteria of independence as laid down
under Section 149(6) of the Act and Clause 49 of the Listing Agreement.
Sh. Suresh Kumar Singhal was appointed as Executive Director of the
Company in the Board Meeting of the Company held on 4th March, 2005.
The Board of Directors has now consented to the change in the
designation of Sh. Suresh Kumar Singhal from Executive Director to
Non-Executive Director at its meeting held on April 1st, 2015. Such
re-designation is also subject to the approval of the Shareholders of
the Company at the ensuing Annual General Meeting of the Company.
Necessary resolutions for the re-appointment of the aforesaid Directors
have been included in the Notice convening the ensuing AGM and details
of the proposal for re-appointment are mentioned in the Explanatory
Statement to the Notice.
Also, Ms. Swati Bakshi and Mr. Subhash Bandil have been appointed as
Company Secretary and Chief Financial Officer with effect from 7th
July, 2014 and 10th March, 2015 respectively.
9. Particulars of Employees
The Company during the period under review did not have any person on
its rolls with an annual remuneration of Rs 60,00,000 or above or
employed part of the year with a remuneration of Rs. 5,00,0 00 or above
per month or employed throughout the year or part thereof, with a rem
uneration in that 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 the
managing director or whole-time director or 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.
10. Meetings
A calendar of Meetings is prepared and circulated in advance to the
Directors. During the year twelve Board Meetings, four Audit Committee
Meetings, two Nomination & Remuneration Committee Meetings and one
Stakeholder's Relationship Committee were convened and held. The
details of which are given in the Corporate Governance Report. The
intervening gap between the Meetings was within the period prescribed
under the Companies Act, 2013.
11. Board Evaluation
Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of
the Listing Agreement, the Board has carried out an annual performance
evaluation of its own performance, the directors individually as well
as the evaluation of the working of its Audit, Nomination &
Remuneration and Stakeholder's Relationship Committees. The manner in
which the evaluation has been carried out has been explained in the
Corporate Governance Report.
12. Declaration by an Independent Director(s) and re-appointment, if
any
A declaration by an Independent Director(s) that he/they meet the
criteria of independence as provided in sub-section (6) of Section 149
of the Companies Act, 2013 shall be enclosed as Annexure II.
Shri Sandeep Kumar Khandelwal and Shri Vinubhai Prabhudas Patel are
independent Directors on the Board of your Company. In the opinion of
the Board and as confirmed by these Directors, they fulfill the
conditions specified in section 149 of the Act and the Rules made
thereunder about their status as Independent Directors of the Company.
13. Remuneration Policy
The Board has, on the recommendation of the Nomination & Remuneration
Committee framed a policy for selection and appointment of Directors,
Senior Management and their remuneration. The Remuneration Policy is
stated in the Corporate Governance Report.
Managerial Remuneration:
A) Details of the ratio of the remuneration of each director to the
median employee's remuneration and other details as required pursuant
to Rule 5(1) of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014.
(1) During the year under review:
(i) The ratio of the remuneration of each director to the median
remuneration of the employees of the company for the financial year was
1:4 and 1:1 respectively;
(ii) There has been no increase in remuneration of directors, Chief
Financial Officer, Managing Director and Company Secretary in the
financial year;
(iii) There has been no increase in the median remuneration of
employees in the financial year;
(iv) There were 9 (Nine) permanent employees on the rolls of the
company;
(v) There has been no increase in remuneration hence explanation on the
relationship between average increase in remuneration and company
performance is not applicable;
(vi) The performance of the company was satisfactory in comparison to
the remuneration paid to the Key Managerial Personnel;
(vii) The market capitalization of the company decreased by Rs.
1,35,15,146.17. The price earnings ratio as at the closing date of the
current financial year is 55 and previous financial year was 15.
(viii) There has been no increase in the salaries of employees other
than the managerial personnel in the last financial year; hence its
comparison with the percentile increase in the managerial remuneration
and justification thereof is not valid;
(ix) The performance of the company was satisfactory in comparison to
the remuneration paid to the Key Managerial Personnel
(x) There has been no variable component of remuneration availed by the
directors;
(xi) The ratio of the remuneration of the highest paid director to that
of the employees who are not directors but receive remuneration in
excess of the highest paid dire ctor during the year was 80:639;
(xii) The Board affirms that the remuneration is as per the
remuneration policy of the company.
Explanation.- For the purposes of this rule.- (i) the expression
"median" means the numerical value separating the higher half of a
population from the lower half and the median of a finite list of
numbers may be found by arranging all the observations from lowest
value to highest value and picking the middle one;
(ii) if there is an even number of observations, the median shall be
the average of the two middle values.
14. Details of Suhsidiarv/loint Ventures/Associate Companies
During the year under review the Company has no Subsidiary/Joint
Ventures/Associate Companies in pursuance to sub-section (3) of section
129 of the Act.
15. Auditors
The Statutory Auditor of the Company M/s G. C. Agarwal & Associates,
Chartered Accountants, will retire at the ensuing Annual General
Meeting of the Company and, being eligible, offer themselves for re-
appointment for a period of three years from the conclusion of this
Annual General Meeting (AGM) till the conclusion of the twenty-third
AGM of the Company to be held in the year 2018.
16. Auditors' Report
The report of the Statutory Auditors along with notes to Schedules is
enclosed to this report. Auditor's observations are suitably explained
in notes to the Accounts and are self-explanatory.
17. Disclosure about Cost Audit
Since the Company does not fulfill the provisions of Section 148(3) of
Companies Act, 2013 and rule 6(2) & 6(3A) of the Companies (Cost
Records and Audit) Rules, 2014 therefore Cost Audit is not applicable.
18. Secretarial Audit Report
In terms of Section 204 of the Act and Rules made there under, M/s M.
K. Mandal & Associates, Practicing Company Secretary have been
appointed as Secretarial Auditors of the Company. The report of the
Secretarial Auditors is enclosed as Annexure III to this report. The
report is self-explanatory and do not call for any further comments.
19. Internal Audit & Controls
The Company engages M/s Manoj Ved & Company, Chartered Accountants as
its Internal Auditor. During the year, the Company continued to
implement their suggestions and recommendations to improve the control
environment. Their scope of work includes review of processes for
safeguarding the assets of the Company, review of operational
efficiency, effectiveness of systems and processes, and assessing the
internal control strengths in all areas. Internal Auditors findings are
discussed with the process owners and suitable corrective actions taken
as per the directions of Audit Committee on an ongoing basis to improve
efficiency in operations.
20. Issue of employee stock options
During the year under review the Company has not issued employee stock
options pursuant to Section 62(1)(b) and Rule 12(9) of Companies (Share
Capital and Debentures) Rules, 2014.
Particulars
Approval NIL
Options granted NIL
Options vested NIL
Options exercised NIL
Total number of shares arising out of exercise of NIL
options
Options forfeited/lapsed/cancelled NIL
Variations of terms of options NIL
Money realized by exercise of options NIL
Total number of options in force NIL
Notes: -
1. Details of options granted during the fiscal year to:
Particulars
(a) Directors and key managerial personnel
NIL
1.
NIL
2.
(b) Any other employee who received a NIL
grant in any one year of options
amounting to 5% or more of the options
granted during the year (includes
employees and group company employees)
(c) Identified employees who are granted NIL
options, during any one year
equal to exceeding 1% of the issued
capital (excluding outstanding
warrants and conversions) of the Company
at the time of grant
21. Vigil Mechanism
In pursuance to the provisions of Section 177(9) & (10) of the
Companies Act, 2013, a Vigil Mechanism for directors and employees to
report genuine concerns has been established. The Vigil Mechanism
Policy has been uploaded on the website of the Company at
www.bampslsecurities.co.in under Vigil Mechanism/Whistle Blower Policy
link.
22. Risk management policy
During the year under review, the Company has not constituted any Risk
Management Policy.
23. Extract Of Annual Return
As required pursuant to Section 92(3) of the Companies Act, 2013 and
Rule 12(1) of the Companies (Management and Administration) Rules,
2014, an extract of annual return in MGT 9 as a part of this Annual
Report is enclosed as ANNEXURE I.
24. Material changes and commitments, if any, 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 date of the report
Only litigation of the Company, against order ITO passed in Assessment
Year 2012 -13 is pending before Commissioner of Income Tax (Appeal) for
deletions of some additions made by the ITO due to which Income Tax
Department raised a demand of Rs. 6,47,84,220. The directors of the
Company are sure to win the appeal filed and the demand will be
deleted.
25. Details of significant and material orders passed by the
regulators or courts or tribunals impacting the going concern status
and company's operations in future
There is no pending suit/litigation/case with any Court or Regulators.
26. Details in respect of adequacy of internal financial controls with
reference to the Financial Statements
The internal financial controls with reference to the Financial
Statements are commensurate with the size and nature of business of the
Company. Adequate records and documents are maintained as required by
laws. The Company's Audit Committee reviewed the internal control
system. All efforts are being made to make the internal control systems
more effective.
27. Deposits
During the period under review, your Company has not accepted any
deposit from public in accordance with Section 73 of the Companies Act,
2013 and rules made there under and hence no amount of principal or
interest was outstanding as on 31/03/2015. No Buy Back of Shares was
proposed or pending during the Financial Year ended on 31/03/2015.
28. Particulars of loans, guarantees or investments under section 186
The company has not taken/made any Loans, Guarantees and Investments
under the provisions of Section 186 of the Companies Act, 2013 during
the Financial Year ended 31st March 2015.
Details of Loans:
SL Date of Details of Amount Purpose Time Date
No making Borrower for which period of BR
loan the loan for
is to be which
utilized it is
by the given
recipient
1 NIL NIL NIL NIL NIL NIL
2 NIL NIL NIL NIL NIL NIL
SL Date Rate of Security
No of SR Interest
(if
reqd)
1 NIL NIL NIL
2 NIL NIL
Details of Investments: -
SL Date of Details Amount Purpose for which
No investment of the proceeds
Investee from investment
is proposed to be
utilized by the
recipient
1 NIL NIL NIL NIL
2 NIL NIL NIL NIL
SL Date Date of SR Expected rate
No of BR (if reqd) of return
1 NIL NIL NIL
2 NIL NIL NIL
Details of Guarantee / Security Provided:
SL Date of providing Details Amount Purpose for which
No security/guarantee of the
recipient security/guarantee
is proposed to be
utilized by the
recipient
1 NIL NIL NIL NIL
2 NIL NIL NIL NIL
SL Date Date Commission
No of BR of SR
(if
any)
1 NIL NIL NIL
2 NIL NIL NIL
29. Particulars of contracts or arrangements with related parties
The company has not entered into contract or arrangements with related
parties referred to in sub- section (1) of section 188 of the Companies
Act, 2013 including certain arm's length transactions during the
Financial Year ended 31st March 2015.
30. Corporate Governance Certificate
The Compliance Certificate from the auditors or practicing company
secretaries regarding compliance of conditions of corporate governance
as stipulated in Clause 49 of the Listing agreement shall be annexed
with the report.
31. Management Discussion And Analysis
The Management Discussion and Analysis forms part of this Annual Report
for the year ended 31st March, 2015.
32. Statutory Disclosures
In terms of the provisions of Section 217 (2A) of the Companies Act,
1956, read with the Companies (Particulars of Employees) Rules, 2011 as
amended, the names and other particulars of the employees are set out
in the annexure to the Directors' Report. However, as per the
provisions of Section 219(b)(i v) of the said Act read with Clause 32
of the Listing Agreement, the Annual Report excluding the aforesaid
information is being sent to all the members of the Company and others
entitled thereto. Any member interested in obtaining such particulars
may write to the Company at the registere d office of the Company.
33. Obligation Of Company Under The Sexual Harassment Of Women At
Workplace (Prevention- Prohibition And Redressal) Act, 2013
Company has not adopted a policy for prevention of Sexual Harassment of
Women at workplace, as the Company does not exceed the prescribed
limits applicable on the Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013.
34. Conservation of energy, technology absorption and foreign exchange
earnings and outgo
The current nature of the business of the Company of dealing in shares
and securities does not entail it to reporting matters on energy
conservation, technology absorption and the other matters. However,
there was no foreign exchange inflow or outgo during the period under
report.
The details of conservation of energy, technology absorption, foreign
exchange earnings and outgo areas follows:
a) Conservation of energy
(i) the steps taken or impact on conservation of energy NIL
(ii) the steps taken by the company for utilizing
alternate sources of energy NIL
(iii) the capital investment on energy conservation
equipment's NIL
(b) Technology absorption
(i) the efforts made towards technology absorption NIL
(ii) the benefits derived like product improvement,
cost reduction, NIL
product development or import substitution
(iii) in case of imported technology (imported during
the last three NIL
years reckoned from the beginning of the
financial year) -
(a) the details of technology imported NIL
(b) the year of import; NIL
(c) whether the technology been fully absorbed NIL
(d) if not fully absorbed, areas where
absorption has not taken NIL
place, and the reasons thereof
(iv) the expenditure incurred on Research
and Development NIL
(c) Foreign exchange earnings and Outgo
During the year under review, there was no foreign exchange earnings
and outgo during the period under report.
35. Corporate Social Responsibility (CSR)
Since the Company does not fulfill the provisions of Section 135 of
Companies Act, 2013, therefore Corporate Social Responsibility is not
applicable.
36. Human Resources
Your Company treats its "human resources" as one of its most important
assets.
Your Company continuously invests in attraction, retention and
development of talent on an ongoing basis. A number of programs that
provide focused people attention are currently underway. Your Company
thrust is on the promotion of talent internally through job rotation
and job enlargement.
37. Directors' Responsibility Statement
Pursuant to the requirement clause (c) of sub-section (3) of Section
134 of the Companies Act, 2013, the Directors state that:
1. In the preparation of the annual accounts, the applicable
accounting standards have been followed along with the proper
explanation relating to material departures, if any;
2. Accounting policies have been selected and applied consistently and
judgments and estimates made are reasonable and prudent so as to give a
true and fair view of the state of affairs of the Company at the close
of the financial year and of the profit or loss of the Company for that
period;
3. Proper and sufficient care has been taken for the maintenance of
adequate accounting records in accordance with the provisions of the
Companies Act, 2013, for safeguarding the assets of the Company and for
preventing and detecting fraud and other irregularities;
4. The annual accounts have been prepared on a going concern basis;
5. 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.
6. Proper systems have been devised to ensure compliance with the
provisions of all applicable laws and that such systems were adequate
and operating effectively.
38. Transfer of Amounts to Investor Education and Protection Fund
Pursuant to the provisions of the Investor Education Protection Fund
(Uploading of information regarding unpaid and unclaimed amounts lying
with companies) Rules, 2012, the Company has already filed the
necessary form and uploaded the details of unpaid and unclaimed amounts
lying with the Company, as on the date of last AGM (i.e. 29th
September, 2014), with the Ministry of Corporate Affairs.
39. Listing With Stock Exchanges
The Company confirms that it has paid the Annual Listing Fees for the
year 2015-2016 to BSE where the Company's Shares are listed.
40. Acknowledgements
Your Directors place on record their sincere appreciation for
significant contribution made by the employees through their
dedication, hard work and commitment. Despite severe competition, the
enthusiasm and unstinting efforts of the employees have enabled the
Company to remain at the forefront of the industry.
Your Directors take this opportunity to express their deep sense of
gratitude to the banks, financial institutions, central and state
governments and their departments and the local authorities for their
continued guidance and support.
Your Directors would also like to pl ace on record their sincere
appreciation for the total commitment, dedication and hard work put in
by every member of the family of Bampsl Securities Limited.
Your Directors are also grateful to the shareholders for their
confidence and faith reposed in the Company.
BY ORDER OF THE BOARD
For Bampsl Securities Limited
Sd/-
(Bhisham Kumar Gupta)
Managing Director DIN:00110915
Address : C-7/100, Yamuna Vihar,
Delhi, 110053
Place: New Delhi
Date: 25.08.2015
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