DIRECTORS' REPORT TO THE MEMBERS Your Directors present before you the 29th Annual Report together with Audited Accounts for the year ending 31 st March 2015. Operation and Future Prospects In spite of global economic crisis, particularly in the Euro zone, high import of crude & gold, high current account deficit, high interest rate, fall in exports, India has maintained a moderate growth of GDP. Our GDP grew @ 7.3 % p.a. in F.Y.2014-15. The crises, specially of Greece, has made the financial markets very apprehensive and volatile. Lok Sabha elections in2014hasgivena decisive mandate in favor of BJP lead NDA. The Government under Prime Ministership of Mr. Narendra Modi is moving forward with Growth and Governance as its main agenda. Dedine in international crude prices has been a blessing in disguise. The interest rates and inflation is also coming down. The large projects which was held up for a long period of time is getting cleared and is expected to resume. Expectation of Growth led good governance, policy actions, have resulted in good sentiments and the foreign investors have started investments in Indian stocks in a big way .This has resulted in the rise of "Nifty & Sensex" to high levels. We expect the markets to move positively after some consolidation in times to come. "Make in India" programme of the Govt., if succeeds, shall change the face of the economy. DIVDEND The Board of Directors have recommended payment of dividend of Re. 0.50 paise per equity share of Rs. 10/- each for the financial year ended on 31 st March 2015. NUMBER OF BOARD MEETINGS HELD The Board of Directors met 6 (Six) times i.e., 05.05.2014,30.05.2014,30.07.2014,28.10.2014, 30.01.2015 and 25.03.2015 during this {nancial year. Subsidiary Company & Investments BNK Commodities Private Limited, a subsidiary of your company is a member of MCX, NCDEX and NSEL. 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. Fixed Deposits The Company has not raised any Fixed Deposits during the year. Directors In accordance with tie provisions of the Companies Act, 2013 and the Articles of Association of tie Company Shri Aj'it Khandelwal, (DIN: 00416445) Chairman & Managing Director of the Company retire by rotation at tie conclusion of the forthcoming Annual General Meeting, and being eligible offer himself for reappointment. Ms. Heena Gorsia (DIN: 07060485) is an Additional Director (Independent) offers herself to be appointed as an Independent Director on the Board of the Company as per section 149 and 152 for a period of 5 years from the conclusion of the Annual General Meeting. Notice has been received from a member under section 160 of the Companies Act, 2013 proposing her candidature for the office as an Independent Director. Shri Ankit Khandelwal (DIN: 03057891) is an Additional Director offers himself to be appointed as a Director, liable to retire by rotation on the Board of the Company. Notice has been received from a member under section 160 of the Companies Act, 2013 proposing his candidature for the office as a Director. Their appointment has to be made at AGM. The Board recommends passing of the resolutions regarding their appointment/re-appointment. All Independent Directors have given declarations that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and Clause 49 of the Listing Agreement. Auditors: i) Statutory Auditors The Statutory Auditors, M/s. R. Bhattacharya & Associates, Chartered Accountants Registration No. 307124E), have given their consent and it is proposed to be ratified at the forthcoming Annual General Meeting, ii) Secretarial Auditor According to the provisions of Section 204 of the Companies Act, 2013 read with Section 179(3)(k) read with Rule 8(4) of the 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 AnnexureA. 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 (SEBI) codified as clause 49 of the Listing Agreement 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, 2013 your Directors confirm: i) That in the preparation of the Annual Accounts, the applicable accounting standards had been followed; 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 Company for that period; 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 of the Company and for preventing and detecting fraud and other irregularities; That they have prepared the Annual Accounts on a 'Going Concern' basis. That they have laid down internal financial controls in the Company that are adequate and were operating effectively. That they have devised proper systems to ensure compliance with the provisions of all applicable laws and these are adequate and are operating effectively. 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 in foreign exchange during the period. Expenses in foreign exchange during the period was USD 2000. None of the employees are covered by the provisions contained in Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. Policies ELATED PARTY TRANSACTIONS The Board of Directors of the 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 and the Listing Agreement. The disclosure of related party transactions is made as per AS- 18 in 1he 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 EXTRACT OF ANNUAL RETURN: The details forming part of the extract of the Annual Return in Form MGT-9, as required under Section 92 of the Companies Act, 2013 is enclosed as a part of the Report in Annexure B. Acknowledgement Your Directors take this opportunity to express their grateful appreciation for the co-operation and guidance received from tie Regulators, Central & State Govts., Bankers as well as the 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 of the Company. For and on behalf of the Board Ajit Khandelwal Chairman & Managing Director Dated : 4th August, 2015 Place : Kolkata |