Director's Report To The Members Bridge Securities Limited 1. The directors hereby present their 20th Annual report on the business and operations of the Company and the Audited financial accounts for the year ended on 31st March, 2015 2. DIVIDEND: No dividend is being recommended by the Directors for the year ending 2015. As there is no profit/ the Board of Directors wants to plough back the profit in the business. 3. FIXED DEPOSITS: - Public Deposits held by the Company as on 31-03-2015 Rs. NIL. - Matured but not Claimed / Unpaid Public Deposits as on 31-03-2015:- NIL. 4. EXTRACT OF ANNUAL RETURN AS PER SECTION 92 (3) OF COMPANIES ACT 2013: The details forming part of the extract of the Annual Return in form MGT- 9 is annexed herewith as "ANNEXURE -A". 5. BOARD MEETINGS HELD DURING THE YEAR: 6. NAMES OF THE COMPANIES WHICH HAVE BECOME OR CEASED TO BE ITS SUBSIDIARY, JOINT VENTURES OR ASSOCIATE COMPANIES : NIL 7. DIRECTORS AND KEY MANAGERIAL PERSONNEL: ? In terms of the Articles of Association of the Company and pursuant to section 152 of the Companies Act, 2013, SHRI HEMANT PRAVINCHANDRA SHAH (DIN 02040564) is liable to retires by rotation at the ensuing Annual General Meeting and being eligible offers himself for re-appointment. ? During the Year under review, pursuant to the provision of section 196 and 197 of Companies Act, 2013, the Board of Directors approved the Re-appointment of MR. PRAGNESH RATILAL SHAH as a managing director of the Company w.e.f 15th December, 2014. ? The Company has received declarations from all the Independent Directors of the Company confirming that they meet with the criteria of independence as prescribed both under sub-section (6) of Section 149 of the Companies Act, 2013 and under Clause 49 of the Listing Agreement with the Stock Exchanges. ? Details of remuneration of directors have been provided in the Corporate Governance Report. 8. MATTERS AS PRESCRIBED UNDER SUB-SECTIONS (1) AND (3) OF SECTION 178 OF THE COMPANIES ACT 2013: This clause is not applicable to the company. 9. AUDITORS: ? STATUTORY AUDITORS:- M/s. ASHWIN K. YAGNIK & CO., Chartered Accountants, Auditors of the Company needs to be ratified at the annual general meeting and being eligible offers themselves for re-appointment. The company has received a certificate from the auditors to the effect that their re-appointment if made, would be in accordance with the provisions of section 141 of the Companies Act, 2013. The notes to the accounts referred to in the Auditors' Report are self explanatory and therefore do not call for any further comments. ? SECRETARIAL AUDITOR:- Amrish N Gandhi of Amrish Gandhi & Associates, Practicing Company Secretaries was appointed to conduct the secretarial audit of the Company for the financial year 2014-15, as required under Section 204 of the Companies Act, 2013 and Rules thereunder. The secretarial audit report for FY 2014-15 forms part of the Annual Report as 'ANNEXURE -B' to the Board's report . 10. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186: NIL 11. AUDIT COMMITTEE: The composition and the functions of the Audit Committee of the Board of Directors of the Company are disclosed in the Report on Corporate Governance, which is forming a part of this report. 12. CORPORATE GOVERNANCE: Corporate Governance Report which as stipulated under the Listing Agreement entered into with the Stock Exchanges forms part of this Directors' Report. 13. CEO/CFO CERTIFICATION: The Chairman and Managing Director, has issued certificate pursuant to the provisions of Clause 49 of the Listing Agreement certifying that the financial statements do not contain any untrue statement and these statements represent a true and fair view of the Company's affairs. The said certificate is annexed and forms part of the Annual Report. 14. PARTICULARS CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES REFERRED TO IN SUB-SECTION (1) OF SECTION 188: NIL 15. RESERVES: The company has proposed to transfer Rs. NIL of profit to the General Reserve/ Capital Redemption Reserve or any other reserve for this year. 16. ENERGY CONSERVATION, TECHNOLOGY, ABSORPTION AND FOREIGN EXCHANGEEARNINGS AND OUTGO: A) Conservation of Energy: Company has not made any capital investment or not taken any other steps for conservation of energy or the clause is not applicable. B) Technology absorption: Your company has not made any efforts towards technology absorption and neither imported any technology nor made any expenditure on research and developments. C) Foreign Exchange earnings and outgo: Foreign Exchange inflow (Rs.) : NIL Foreign Exchange outflow (Rs.) : NIL 17. RISK MANAGEMENT: A. Risk Management Committee The Company has not constituted any risk management committee. However the Board as and when required reviews the Risk Management Policy. B. Major risks affecting the existence of the company Business Risk • Operating Environment • Ownership Structure • Competitive position • Management, Systems and Strategy, governance structure Financial Risk • Liquidity • Profitability • Capital Adequacy C. Steps taken to mitigate the risks: Company has not framed any formal risk management policy. However Board of directors are constantly trying to avoid the risks by way of planning, developing strategies to remain in the market, reviewing government policies and procedures, and doing marketing activities to remain in the market. 18. CORPORATE SOCIAL RESPONSIBILITY POLICY: This clause is not applicable. 19. DIRECTORS' RESPONSIBILITY STATEMENT: A) that in the preparation of the annual financial statements for the year ended March 31, 2015, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any; B) that such accounting policies have been selected and applied consistently and judgement and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2015 and of the profit of the Company for the year ended on that date; C) that 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; D) That the annual financial statements have been prepared on a going concern basis. E) That proper internal financial control was in place and that the financial controls were adequate and were operating effectively. F) That systems to ensure compliance with the provisions of all applicable laws was in place and was adequate and operating effectively. 20. THE CHANGE IN NATURE OF BUSINESS: There is no any material change in the business of the Company during the year under review. 21. PARTICULARS OF EMPLOYEES: A statement containing the names and other particulars of employees in accordance with the provisions of section 197(12) of the Companies Act, 2013 read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is appended as "Annexure - D" to this report. No employee has received remuneration in excess of the limits set out in rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 during FY 2014-15. 22. ACKNOWLEDGMENT Your Directors would like to put on record their grateful appreciation for the assistance and cooperation received from the Bankers of the Company, valued Customers of the Company, Ahmedabad Stock Exchange, Vadodara Stock Exchange and the Bombay Stock Exchange and various other Government and Semi Government Authorities, Agencies and Offices. Your Directors would also like to put on record with thanks their deep sense of appreciation for the assistance, diligence and co-operation of the executives and staff of the Company. By order of the Board of Directors PRAGNESH SHAH CHAIRMAN AND MG. DIRECTOR DIN: 00144888 DATE: 13/05/2015 PLACE: AHMEDABAD |