BOARD'S REPORT To the Members, 1. The Directors have pleasure in presenting before you the 30th Annual Report of the Company together with the Audited Statements of Accounts for the year ended 31st March, 2016. 2. EVENTS SUBSEQUENT TO THE DATE OF FINANCIAL STATEMENTS: There were no material changes and commitments affecting financial position of the company between 31st March and the date of Board's Report. (i.e. 25.05.2016) 3. CHANGE IN THE NATURE OF BUSINESS, IF ANY: During the period under review and the date of Board's Report there was no change in the nature of Business. 4. RIGHTS ISSUE: Pursuant to Approval of the shareholders in the previous Annual General Meeting held on 18.07.2015, the company has allotted 25,20,000 Equity Shares of face value of Rs. 10/- each (The "Equity Share"), for cash at an issue price of Rs.15/- per equity share (Including a Premium of Rs. 5/- per equity share) aggregating to Rs. 3,78,00,000/- on rights basis to the eligible equity shareholders in the ratio of one equity share for every one equity share held (1:1) as on record date vide Letter of Offer dated 11.01.2016. Accordingly the issued, Subscribed and Paid up capital of the company has been increased to Rs. 5,04,00,000/- divided into 50,40,000 shares of Rs. 10/- each. 5. DIVIDEND: Your Directors are pleased to recommend a Dividend of 0.80 Paise per share on the Paid up Equity Share Capital of the Company in respect of the financial year 2015-16. The total outgo on account of dividend, inclusive of dividend tax stands at Rs. 48.53 lakhs, for which necessary provision has been made in the accounts. 6. BOARD MEETINGS: The Board of Directors duly met 7 (seven) times on 27.05.2015, 12.08.2015, 21.09.2015, 13.11.2015, 11.01.2016, 11.02.2016 and 20.02.2016 and in respect of which meetings, proper notices were given and the proceedings were properly recorded and signed in the Minutes Book maintained for the purpose. 7. DIRECTORS AND KEY MANANGERIAL PERSONNEL: Mr. Hari Narayan Rathi was re-appointed as a Managing director with effect from 01.10.2015. Details of re-appointment of Managing Director: POLICY FOR SELECTION OF DIRECTORS AND DETERMINING DIRECTORS' INDEPENDENCE 1. Scope: This policy sets out the guiding principles for the Nomination & Remuneration Committee for identifying persons who are qualified to become Directors and to determine the independence of Directors, in case of their appointment as independent Directors of the Company. 2. Terms and References: 2.1 "Director" means a director appointed to the Board of a Company. 2.2 "Nomination and Remuneration Committee means the committee constituted in accordance with the provisions of Section 178 of the Companies Act, 2013 and clause 49 of the Equity Listing Agreement. 2.3 "Independent Director" means a director referred to in sub-section (6) of Section 149 of the Companies Act, 2013 and Regulation 16(1)(b) of the SEBI(Listing obligations and Disclosure Requirements) Regulations, 2015. 3. Policy: Qualifications and criteria 3.1.1 The Nomination and Remuneration Committee, and the Board, shall review on annual basis, appropriate skills, knowledge and experience required of the Board as a whole and its individual members. The objective is to have a board with diverse background and experience that are relevant for the Company's operations. 3.1.2 In evaluating the suitability of individual Board member the NR Committee may take into account factors, such as: • General understanding of the company's business dynamics, global business and social perspective; • Educational and professional background • Standing in the profession; • Personal and professional ethics, integrity and values; • Willingness to devote sufficient time and energy in carrying out their duties and responsibilities effectively. 3.1.3 The proposed appointee shall also fulfill the following requirements: • shall possess a Director Identification Number; • shall not be disqualified under the companies Act, 2013; • shall Endeavour to attend all Board Meeting and Wherever he is appointed as a Committee Member, the Committee Meeting; • shall abide by the code of Conduct established by the company for Directors and senior Management personnel; • shall disclose his concern or interest in any company or companies or bodies corporate, firms, or other association of individuals including his shareholding at the first meeting of the Board in every financial year and thereafter whenever there is a change in the disclosures already made; • Such other requirements as may be prescribed, from time to time, under the companies Act, 2013, Equity listing Agreements and other relevant laws. 3.1.4 The Nomination & Remuneration Committee shall evaluate each individual with the objective of having a group that best enables the success of the company's business. 3.2 Criteria of independence 3.2.1 The Nomination & Remuneration Committee shall assess the independence of Directors at time of appointment/ re-appointment and the Board shall assess the same annually. The Board shall re-assess determinations of independence when any new interest or relationships are disclosed by a Director. 3.2.2The criteria of independence shall be in accordance with guidelines as laid down in companies Act, 2013 and Clause 49 of the Equity Listing Agreement. 3.2.3The Independent Director shall abide by the "Code for Independent Directors "as specified in Schedule IV to the companies Act, 2013. 3.3 Other Directorships/ Committee Memberships 3.3.1 The Board members are expected to have adequate time and expertise and experience to contribute to effective Board performance Accordingly, members should voluntarily limit their directorships in other listed public limited companies in such a way that it does not interfere with their role as Director of the company. The HRNR Committee shall take into account the nature of, and the time involved in a Director service on other Boards, in evaluating the suitability of the individual Director and making its recommendations to the Board. 3.3.2 A Director shall not serve as director in more than 20 companies of which not more than 10 shall be public limited companies. 3.3.3 A Director shall not serve an indecent Director in more than 7 listed companies and not more than 3 listed companies in case he is serving as a whole-time Director in any listed company. 3.3.4 A Director shall not be a member in more than 10 committee or act chairman of more than 5 committee across all companies in which he holds directorships. For the purpose of considering the limit of the committee, Audit committee and stakeholder's relationship committee of all public limited companies, whether listed or not, shall be included and all other companies including private limited companies, foreign companies and companies under section 8 of the Companies Act, 2013 shall be excluded. Remuneration policy for Directors, key managerial personnel and other employees 1. Scope: 1.1 This policy sets out the guiding principles for the Nomination and Remuneration committee for recommending to the Board the remuneration of the directors, key managerial personnel and other employees of the company. 2. Terms and Reference: In this policy the following terms shall have the following meanings: 2.1 "Director" means a Director appointed to the Board of the company. 2.2 "key managerial personnel" means (i) The Chief Executive Office or the managing director or the manager; (ii) The company secretary; (iii) The whole-time director; (iv) The chief finance Officer; and (v) Such other office as may be prescribed under the companies Act, 2013 2.3 "Nomination and Remuneration Committee" means the committee constituted by Board in accordance with the provisions of section 178 of the companies Act, 2013 and clause 49 of the Equity Listing Agreement. 3. Policy: 3.1 Remuneration to Executive Director and Key Managerial Personnel 3.1.1 The Board on the recommendation of the Nomination and Remuneration (NR) committee shall review and approve the remuneration payable to the Executive Director of the company within the overall approved by the shareholders. 3.1.2 The Board on the recommendation of the NR committee shall also review and approve the remuneration payable to the key managerial personnel of the company. 3.1.3 The Remuneration structure to the Executive Director and key managerial personnel shall include the following components: (i) Basic pay (ii) Perquisites and Allowances (iii) Stock Options (iv) Commission (Applicable in case of Executive Directors) (v) Retrial benefits (vi) Annual performance Bonus 3.1.4 The Annual plan and Objectives for Executive committee shall be reviewed by the NR committee and Annual performance Bonus will be approved by the committee based on the achievement against the Annual plan and Objectives. 3.2 Remuneration to Non - Executive Directors 3.2.1 The Board, on the recommendation of the Nomination and Remuneration Committee, shall review and approve the remuneration payable to the Non - Executive Directors of the Company within the overall limits approved by the shareholders as per provisions of the companies act. 3.2.2 Non - Executive Directors shall be entitled to sitting fees attending the meetings of the Board and the Committees thereof. The Non- Executive Directors shall also be entitled to profit related commission in addition to the sitting fees. 3.3. Remuneration to other employees 3.3.1. Employees shall be assigned grades according to their qualifications and work experience, competencies as well as their roles and responsibilities in the organization. Individual remuneration shall be determined within the appropriate grade and shall be based on various factors such as job profile skill sets, seniority, experience and prevailing remuneration levels for equivalent jobs. 8. DECLARATION FROM INDEPENDENT DIRECTORS ON ANNUAL BASIS The Company has received a declaration from Mr. Laxminiwas Sharma, Mr. K. Harishchandra Prasad and Mrs. Shanti Sree Bolleni, Independent directors of the company to the effect that they are meeting the criteria of independence as provided in Sub-section (6) of Section 149 of the Companies Act, 2013 and Regulation 25 of SEBI (Listing Obligations and Disclosure Requirement) Regulations, 2015. 9. COMPOSITION OF AUDIT COMMITTEE: I. The Audit Committee of the Company is constituted in line with the provisions of Clause 49 of the Listing Agreements with the Stock Exchanges read with Section 177 of the Companies Act, 2013. II. The terms of reference of the Audit Committee include a review of the following: • Overview of the Company's financial reporting process and disclosure of its financial information to ensure that the financial statements reflect a true and fair position and that sufficient and credible information is disclosed. • Recommending the appointment and removal of external auditors, fixation of audit fee and also approval for payment for any other services. • Discussion with external auditors before the audit commences, of the nature and scope of audit as well as post-audit discussion to ascertain any area of concern. • Reviewing the financial statements and draft audit report including quarterly / half yearly financial information. • Reviewing with management the annual financial statements before submission to the Board, focusing on: 1. Any changes in accounting policies and practices; 2. Qualification in draft audit report; 3. Significant adjustments arising out of audit; 4. The going concern concept; 5. Compliance with accounting standards; 6. Compliance with stock exchange and legal requirements concerning financial statements and 7. Any related party transactions • Reviewing the company's financial and risk management's policies. Disclosure of contingent liabilities. • Reviewing with management, external and internal auditors, the adequacy of internal control systems. • Reviewing the adequacy of internal audit function, including the audit character, the structure of the internal audit department, approval of the audit plan and its execution, staffing and seniority of the official heading the department, reporting structure, coverage and frequency of internal audit. • Discussion with internal auditors of any significant findings and follow-up thereon. • Reviewing the findings of any internal investigations by the internal auditors into the matters where there is suspected fraud or irregularity or a failure of internal control systems of a material nature and reporting the matter to the Board. • Looking into the reasons for substantial defaults in payments to the depositors, debenture holders, shareholders (in case of non-payment of declared dividends) and creditors. • Reviewing compliances as regards the Company's Whistle Blower Policy. III. The previous Annual General Meeting of the Company was held on 18.07.2015 and Chairman of the Audit Committee, attended previous AGM. IV. The composition of the Audit Committee and the attendance of each member of the Audit Committee are given below: The Company has complied with all the requirements of Regulation 27 of SEBI (LODR) Regulations 2015 relating to the composition of the Audit Committee. During the financial year 2015-2016, (4) four meetings of the Audit Committee were held on the 27.05.2015, 12.08.2015, 13.11.2015 and 11.02.2016. V. NOMINATION & REMUNERATION COMMITTEE Terms of reference: The main term of reference of the Committee is to approve the fixation/revision of remuneration of the Managing Director/Whole Time Director of the Company and while approving: • To take into account the financial position of the Company, trend in the industry, appointee's qualification, experience, past performance, past remuneration etc. • To bring out objectivity in determining the remuneration package while striking a balance between the interest of the Company and the Shareholders. Remuneration Policy: The objectives of the remuneration policy are to motivate Directors to excel in their performance, recognize their contribution and retain talent in the organization and reward merit. The remuneration levels are governed by industry pattern, qualifications and experience of the Directors, responsibilities shouldered, individual performance etc. The details of remuneration paid to the Executive and Non Executive Directors for the financial year 2015-2016 are given below: Mr. Hari Narayan Rathi - Managing Director and Mr. Chetan Rathi -Whole time director have drawn a remuneration of Rs. 16,80,000/- and Rs. 9,60,000/- for the year ended 31.03.2016 respectively. None of the Directors is drawing any Commission, Perquisites, Retirement benefits etc., VI. STAKEHOLDERS RELATIONSHIP COMMITTEE A) Powers: The Committee has been delegated with the following powers: • To redress shareholder and investor complaints relating to transfer of shares, Dematerialization of Shares, non-receipt of Annual Reports, non-receipt of declared dividend and other allied complaints. • To approve, transfer, transmission, and issue of duplicate / fresh share certificate(s) • Consolidate and sub-division of share certificates etc. • To redress, approve and dispose off any, other complaints, transactions and requests etc., received from any shareholder of the company and investor in general. The Board has delegated the power to process the transfer and transmission of shares to the Registrar and Share Transfer Agents, who process share transfers within a week of lodgement in the case of shares held in physical form. The Company has designated an exclusive e-mail ID called investorgrievances@ bnrsecurities.com complaints/grievances. VII. RISK MANAGEMENT COMMITTEE Role and Responsibilities of the Committee includes the following: • Framing of Risk Management Plan and Policy • Overseeing implementation of Risk Management Plan and Policy • Monitoring of Risk Management Plan and Policy • Validating the process of risk management • Validating the procedure for Risk minimisation. • Periodically reviewing and evaluating the Risk Management Policy and practices with respect to risk assessment and risk management processes. • Continually obtaining reasonable assurance from management that al known and emerging risks have been identified and mitigated or managed. B) RISK MANAGEMENT POLICY: Your Company follows a comprehensive system of Risk Management. Your Company has adopted a procedure for assessment and minimization of probable risks. It ensures that all the risks are timely defined and mitigated in accordance with the well structured risk management process. 10. COMPLIANCE WITH SEBI (LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2015: In compliance with SEBI ( Listing Obligations and Disclosure Requirements) Regulations, 2015 the Company has signed uniform listing agreement with BSE Limited and framed the following policies which are available on Company's website i.e. www.bnrsecurities.com i. Board Diversity Policy ii. Policy on preservation of Documents iii. Risk Management Policy 11. VIGIL MECHANISM: Vigil Mechanism Policy has been established by the Company for directors and employees to report genuine concerns pursuant to the provisions of section 177(9) & (10) of the Companies Act, 2013. The same has been placed on the website of the Company. 12. DIRECTOR'S RESPONSIBILITY STATEMENT: Based on the framework of internal financial controls and compliance systems established and maintained by the Company, work performed by the internal, statutory, and secretarial auditors 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 2015-16. Accordingly, pursuant to Section 134(5) of the Companies Act, 2013, the Board of Directors, to the best of their knowledge and ability, confirm that: (a) In the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures; (b) The Directors had 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 and loss of the company for that period; (c) The Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities; (d) The Directors had prepared the annual accounts on a going concern basis; and (e) The Directors had 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 systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively. 13. STATUTORY COMPLIANCE: The Company has complied with the required provisions relating to statutory compliance with regard to the affairs of the Company in all respects. 14. UN PAID / UN CLAIMED DIVIDEND: In terms of the provisions of the Companies Act, the Company is obliged to transfer dividends which remain unpaid or unclaimed for a period of seven years from the declaration to the credit of the Investor education and Protection Fund established by the Central Government. Accordingly, the Members are hereby informed that the 7 years period for payment of the dividend pertaining to financial year 2008-2009 will expire on 24th September, 2016 and thereafter the amount standing to the credit in the said account will be transferred to the "Investor Education and Protection Fund" of the Central Government 15. INFORMATION ABOUT THE FINANCIAL PERFORMANCE / FINANCIAL POSITION OF THE SUBSIDIARIES / ASSOCIATES/ JOINT VENTURES: M/s. B.N. Rathi Comtrade Private Limited and M/s. B.N. Rathi Industries Private Limited are the wholly owned subsidiaries of the company. 16. 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 (FORMAT IN ANNEXURE I) 17. STATUTORY AUDITORS: M/s. Seshachalam & Co, Statutory Auditors of the company retires at the ensuing annual general meeting and is eligible for reappointment. As required under the provisions of Section 139 of the Companies Act, 2013, the Company has received a written consent from the auditors to their re-appointment and a certificate to the effect that their re-appointment, if made, would be in accordance with the Companies Act, 2013 and the rules framed there under and that they have satisfied the criteria provided in Section 141 of the Companies Act, 2013. The Board recommends the re-appointment of M/s. Seshachalam & Co., as the statutory auditors of the Company from the conclusion of this Annual General meeting till the conclusion of the next Annual General Meeting. 18. SECRETARIAL AUDIT: Pursuant to the provisions of Section 134(3)(f) & Section 204 of the Companies Act, 2013, Secretarial audit report as provided by M/s. S. S. Reddy & Associates, Practicing Company Secretaries is annexed to this Report as annexure. 19 . QUALIFICATIONS IN AUDIT REPORTS : Explanations or comments by the Board on every qualification, reservation or adverse remark or disclaimer made - (a) Statutory Auditors Report: The Board has duly reviewed the Statutory Auditor's Report on the Accounts for the year ended March 31, 2016 and has noted that the same does not have any reservation, qualification or adverse remarks. However, the Board decided to further strengthen the existing system and procedures to meet all kinds of challenges and growth in the market expected in view of the robust capital market in the coming years. (b) Secretarial Audit Report: The Board has duly reviewed the Secretarial Audit Report on the Compliances according to the provisions of section 204 of the Companies Act 2013, and the same does not have any reservation, qualifications or adverse remarks. 20. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE OUTGO: The required information as per Sec.217 (1) (e) of the Companies Act 1956 is provided hereunder: A. Conservation of Energy: Your Company's operations are not energy intensive. Adequate measures have been taken to conserve energy wherever possible by using energy efficient computers and purchase of energy efficient equipment. B. Technology Absorption: 1. Research and Development (R&D) : NIL 2. Technology absorption, adoption and innovation : NIL C. Foreign Exchange Earnings and Out Go: Foreign Exchange Earnings : NIL Foreign Exchange Outgo : NIL 21. DETAILS RELATING TO DEPOSITS, COVERING THE FOLLOWING: Your Company has not accepted any deposits falling within the meaning of Sec. 73, 74 & 76 of the Companies Act, 2013 read with the Rule 8(v) of Companies (Accounts) Rules 2014, during the financial year under review. 22. SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS: During the period under review there were no significant and material orders passed by the regulators or Courts or Tribunals impacting the going concern status and the company's operations in future. 23. DETAILS OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS: Your Company has well established procedures for internal control across its various locations, commensurate with its size and operations. The organization is adequately staffed with qualified and experienced personnel for implementing and monitoring the internal control environment. The internal audit function is adequately resourced commensurate with the operations of the Company and reports to the Audit Committee of the Board. 24. INSURANCE: The properties and assets of your Company are adequately insured. 25. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS: The company has not given loans, Guarantees or made any investments during the year under review. 26. CREDIT & GUARANTEE FACILITIES: The Company has been availing facilities of Credit and Guarantee as and when required, for the business of the Company, from HDFC Bank Ltd and Induslnd Bank Ltd. Personal Guarantees was given by the Mr. Hari Narayan Rathi, Managing Director and Mr. Chetan Rathi, Executive Director without any consideration for obtaining Bank Guarantees. 27. CORPORATE SOCIAL RESPONSIBILTY POLICY: Since your Company do not have the net worth of Rs. 500 Crore or more, or turnover of Rs. 1000 Crore or more, or a net profit of Rs. 5 Crore or more during the financial year, section 135 of the Companies Act, 2013 relating to Corporate Social Responsibility is not applicable and hence the Company need not adopt any Corporate Social Responsibility Policy. 28. RELATED PARTY TRANSACTIONS: All contracts/arrangements/transactions entered by the Company during the financial year with related parties were in the ordinary course of business and on arm's length basis. Your Directors draw attention of the members to Note 29 to the financial statement which sets out related party disclosures. 29. FORMAL ANNUAL EVALUATION: As per section 149 of the Companies Act, 2013 read with clause VII (1) of the schedule IV and rules made thereunder, the independent directors of the company had a meeting on 11.03.2016 without attendance of non-independent directors and members of management. In the meeting the following issues were taken up: (a) Review of the performance of non-independent directors and the Board as a whole; (b) Review of the performance of the Chairperson of the company, taking into account the views of executive directors and non-executive directors; (c) Assessing the quality, quantity and timeliness of flow of information between the company management and the Board that is necessary for the Board to effectively and reasonably perform their duties. The meeting also reviewed and evaluated the performance of non-independent directors. The company has 2 (two) non-independent directors namely: i) Shri Hari Narayan Rathi - Managing Director ii) Shri Chetan Rathi - Whole-Time Director cum CFO The meeting recognized the significant contribution made by Shri. Hari Narayan Rathi and Shri. Chetan Rathi, non- independent directors in the shaping up of the company and putting the company on accelerated growth path. They devoted more time and attention to bring up the company to the present level. The meeting also reviewed and evaluated the performance the Board as whole in terms of the following aspects: • Preparedness for Board/Committee meetings • Attendance at the Board/Committee meetings • Guidance on corporate strategy, risk policy, corporate performance and overseeing acquisitions and disinvestments. • Monitoring the effectiveness of the company's governance practices • Ensuring a transparent board nomination process with the diversity of experience, knowledge, perspective in the Board. • Ensuring the integrity of the company's accounting and financial reporting systems, including the independent audit, and that appropriate systems of control are in place, in particular, systems for financial and operational control and compliance with the law and relevant standards. • The meeting also noted that Sri. Laxminiwas Sharma, chairman of the company has performed exceptionally well by attending board meetings regularly, by taking active participation in the discussion of the agenda and by providing required guidance from time to time to the company for its growth etc. • It was noted that the Board Meetings have been conducted with the issuance of proper notice and circulation of the agenda of the meeting with the relevant notes thereon. 30. DISCLOSURE ABOUT COST AUDIT : Cost Audit is not applicable to your Company. 31. RATIO OF REMUNERATION TO EACH DIRECTOR : Under section 197(12) of the Companies Act, 2013, and Rule 5(1)(2) & (3) of the Companies(Appointment & Remuneration) Rules, 2014 read with Schedule V of the Companies Act, 2013 a remuneration of Rs. 9,60,000/- is being paid to Sri. Chetan Rathi, whole time director of the Company and a remuneration of Rs. 16,80,000/- is being paid to Mr. Hari Narayan Rathi, Managing Director of the Company. 32. LISTING AGREEMENT : The Securities and Exchange Board of India (SEBI), on September2, 2015, issued SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 with the aim to consolidate and streamline the provisions of the Listing Agreement for different segments of capital Markets to ensure better enforceability. The said regulations were effective from 1st December, 2015. Accordingly the company entered into Listing Agreement with BSE Limited during November2015. 33. LISTING WITH STOCK EXCHANGES: The Company confirms that it has paid the Annual Listing Fees for the year 2016-2017 to Bombay Stock Exchange where the Company's Shares are listed. 34. CORPORATE GOVERNANCE AND SHAREHOLDERS INFORMATION: Since the paid up capital of the Company is less than Rs. 10 Crores and Net worth of the Company is less than Rs. 25 Crores, Corporate Governance is Not Applicable. 35. INDUSTRY BASED DISCLOSURES AS MANDATED BY THE RESPECTIVE LAWS GOVERNING THE COMPANY The Company is not a NBFC, Housing Companies etc., and hence Industry based disclosures is not required. 36. SECRETARIAL STANDARDS EVENT BASED DISCLOSURES During the year under review, the Company has not taken up any of the following activities: 1. Issue of sweat equity share: NA 2. Issue of shares with differential rights: NA 3. Issue of shares under employee's stock option scheme: NA 4. Disclosure on purchase by company or giving of loans by it for purchase of its shares: NA 5. Buy back shares: NA 6. Disclosure about revision: NA 7. Preferential Allotment of Shares: NA 37. Non-Executive Directors' Compensation and Disclosures None of the Independent / Non-Executive Directors has any pecuniary relationship or transactions with the Company which in the Judgment of the Board may affect the independence of the Directors. 38. CEO/ CFO Certification The Managing Director and CEO/ CFO certification of the financial statements for the year 2015-16 is provided elsewhere in this Annual Report. 39. EMPLOYEE RELATIONS : Your Directors are pleased to record their sincere appreciation of the contribution by the staff at all levels in the improved performance of the Company. None of the employees is drawing a remuneration of Rs. 5,00,000/- and above per month or Rs.60,00,000/- and above in aggregate per annum, the limits prescribed under Section 134 of the Companies Act, 2013 40. ACKNOWLEDGEMENTS: Your Directors wish to place on record their appreciation of the contribution made by the employees at all levels, to the continued growth and prosperity of your Company. Your Directors also wish to place on record their appreciation of business constituents, banks and other financial institutions and shareholders of the Company, SEBI, BSE, NSE, MCX, NSDL, CDSL, Canara Bank, HDFC Bank etc. for their continued support for the growth of the Company. For and on behalf of the Board For B. N. Rathi Securities Limited Laxminiwas Sharma Chairman Place : Hyderabad Date : 25.05.2016 |