Dear Members,
Bharat Bhushan Finance & Commodity Brokers Limited
Your Directors are pleased to present their report, together with the Audited
Standalone Financial Statements of your Company for the financial year ended March 31,
2025..
FINANCIAL PERFORMANCE HIGHLIGHTS
The Company's financial performance for the year ended March 31, 2025 along with
previous year's figures are summarized below:
(' In Lakhs)
| Particulars |
2024-25 |
2023-24 |
| 1. Total Income from operations |
29.34 |
71.34 |
| 2. Net Profit for the period (before Tax, Exceptional and/or Extraordinary items) |
-13.71 |
27.98 |
| 3. Net Profit for the period before tax (after Exceptional and/or Extraordinary items) |
-13.71 |
27.98 |
| 4. Net Profit for the period after tax (after Exceptional and/or Extraordinary items) |
-12.96 |
21.77 |
| 5. Total Comprehensive Income for the period [comprising profit for the period (after
tax) and Other Comprehensive Income (after tax)] |
-19.85 |
472.42 |
| 6. Equity Share Capital |
338.04 |
338.04 |
| 7. Earnings Per Share ( Face Value of Rs. 10/- each) (for continuing and discontinuing
operations) |
|
|
| 1) Basic |
-0.38 |
0.64 |
| 2) Diluted |
-0.38 |
0.64 |
In the current year the Company has incurred a small loss of Rs. 19.85 lakhs. This loss
is largely on account of the continuous fall in share market for five months in a row from
October 2024 to February 2025, However recovery in share market has commenced from March
2025. We are reasonably confident that this is a one off event and the company will report
profits for F.Y 2025-26
The total assets of the Company as on 31st March, 2025 is Rs. 2495 lakhs against a
paid-up capital of Rs. 338 lakhs.
TRANSFER TO RESERVES
During the year under review, no amount was transferred to the General Reserves of the
Company.
DIVIDEND ON EQUITY SHARES
Your directors are pleased to recommend a Dividend at the rate of 6% i.e., Rs. 0.60 per
equity share for the financial year 2024-25. The Board of Directors of your company
decided to continue payment of dividends as the loss reported by the company was largely
notional on account of sharp decline in the share market, so the dividend will be paid out
of the free reserves of the company.The proposed dividend is subject to approval of
shareholders in the ensuing 33rd Annual General Meeting of the Company.
The above dividend of 6% would require an appropriation of Rs. 20,28,240/-. The
dividend would be payable to all those shareholders whose names appear in the Register of
Members as on the book closure date for the Financial Year 2024-25.
The Register of Members and Share Transfer books shall remain closed from Saturday,
June 28, 2025 to Friday, July 04, 2025 (both days inclusive). SHARE CAPITAL
During the year there has been no change in the share capital structure of the company
be it the authorized equity share capital or issued and paid up equity share capital. The
company's equity share capital structure as on 31.03.2025 stood as under:-
(A) Authorised Capital (Rs): 7,00,00,000 (consisting of 70,00,000 equity shares of Rs
10/- each, par value)
(B) Issued, Subscribed and Paid up Capital (Rs): 3,38,04,000 (consisting of 33.80.400
equity shares of Rs 10/- each-par value fully paid ) .
RIGHT ISSUE
The Board of Directors of the Company at its meeting held on October 24, 2024, had
decided to raise the paid up equity capital of the company by fresh issue of shares on
Right basis
Therefore, the Board of Directors of the Company, at its meeting held on Thursday,
October 24, 2024, approved the terms and conditions for a Rights Issue of equity shares
for an amount not exceeding ^3,38,04,000, comprising
33.80.400 equity shares of face value ?10/- each. The Rights Issue is proposed in the
ratio of 1:1, i.e., one equity share for every one equity share held by eligible
shareholders as on the record date. It was decided that with a view to reward the
shareholders of the company no premium shall be charged from the shareholders.
Consequently the Right shares being offered to the shareholders will be issued at par that
is at the face value of Rs. 10/- per share. Subsequently, the Board of Directors, at its
meeting held on May 8, 2025, fixed Friday, May 30, 2025, as the record date for
determining the eligibility of shareholders to participate in the Rights Issue. Further,
the Company submitted the Draft Letter of Offer on January 24, 2025, to BSE Limited in
accordance with the Securities and Exchange Board of India (Issue of Capital and
Disclosure Requirements) Regulations, 2018, for obtaining requisite approvals. The Company
received the in-principle approval for the proposed Rights Issue from BSE Limited on April
16, 2025.
Object of the Issue: The proceeds of the Issue are proposed to be utilized by us for
financing the following objects:
• Augmenting the Capital Base
• General Corporate Purposes
• Expenses of the issue FINANCE
The Company continues to focus on judicious management of its working capital.
Receivables, inventories and other working capital parameters were kept under strict check
through continuous monitoring. The Company's relationships with its bankers continued to
be cordial during the year. CHANGE IN THE NATURE OF BUSINESS
There has been no significant change in the nature of business of the Company during
the Financial Year 2024-25.
DEPOSITS
Your Company has not accepted or renewed any deposit from the public as covered under
Chapter V of the Companies Act, 2013 read with the Companies (Acceptance of Deposits)
Rules, 2014 during the financial year 2024-25 and your Board of Directors have also passed
the necessary resolution for confirming the non-acceptance of any public deposits during
the financial year 2024-25 pursuant to Non-Banking Financial Companies Acceptance of
Public Deposits (Reserve Bank) Directions, 2016. There was no public deposit outstanding
as at the beginning and end of the financial year 2024-25. CORPORATE GOVERNANCE AND CODE
OF CODUCT The Company is having paid up equity share capital not exceeding rupees ten
crore and net worth not exceeding rupees twenty five crore, as on the last day of the
previous financial year i.e 31st March 2025, is exempt under Regulation 15(2) of
Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements)
Regulations, 2015, The Company is accordingly filing declaration, with Stock Exchange
(i.e., BSE Limited), of non-applicability of provisions of corporate governance as
mentioned in concerned regulation. Therefore, declaration/certification/information
required to be disclosed as per Para C, D and E of Schedule V read with Regulation 34 are
not applicable to the Company and hence, Corporate Governance Report, Declaration and
Compliance Certificate pursuant to Para C, D and E of Schedule V of Listing Regulations,
respectively, not attached to this report.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT Management Discussion and Analysis Report for
the year under review, as stipulated under Regulation 34 (3) read with Schedule V (B) of
the Securities and Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015 is presented in a separate section and forming part of
this Board Report & Annual Report.
ANNUAL RETURN
Pursuant to Section 92(3) read with Section 134(3)(a) of the Companies Act, 2013, the
Annual Return as on March 31, 2025 is available on the Company's website at
https://www.bharatbhushan.com/Upload/Draft-Annual- Return-2024-25.pdf INTERNAL FINANCIAL
CONTROL Internal Financial Controls are an integral part of the management process
addressing financial and financial reporting risks. The internal financial controls have
been embedded in the business processes. Such internal financial controls encompass
policies and procedures adopted by the Company for ensuring the orderly and efficient
conduct of business, including adherence to its policies, safeguarding of its assets,
prevention and detection of frauds and errors, the accuracy and completeness of accounting
records and the timely preparation of reliable financial information. Appropriate review
and control mechanism are built in place to ensure that such control systems are adequate
and are operating effectively.
The Board of Directors have instituted / put in place a framework of internal financial
controls and compliance systems, which is reviewed by the management and the relevant
board committees, including the audit committee.
The Company's Internal Audit is conducted by M/s Rajesh Suresh Jain & Associates,
Chartered Accountant. The Internal Auditors independently evaluate the adequacy of
internal controls and reviews majority of transactions. The Internal Auditor reports
directly to the Audit Committee to ensure complete independence.
PARTICULARS OF LOANS. GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE COMPANIES ACT,
2013
Since, the Company is a non-banking financial company (‘NBFC') and its principal
business is to acquire securities, the provisions of Section 186 except sub-section (1)
are not applicable to the Company.
However, details of investments made by the company are given under notes to the
financial statements of the Company for the year ended March 31, 2025.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
The particulars of contracts or arrangements entered into by the Company during the
financial year 2024-25 with related parties referred to in sub-section (1) of Section 188
of the Companies Act, 2013 ("Act") and as required to be disclosed as per
Section 134 (3) (h) are given in Form AOC-2 (Annexure -A) attached with this report. Your
Company has taken necessary approvals as required by Section 188 of the Act read with
Companies (Meetings of Board and its Powers) Rules, 2014 from time to time. There are no
materially significant transactions made by the company with promoters, directors, key
managerial personnel or other designated persons which may have a potential conflict with
the interest of the company at large. All transactions with related parties were placed
before the Audit Committee for approval, review and ratification thereof on a quarterly
basis.
Members may refer to Notes of the financial statements which set out related party
disclosures pursuant to Ind AS.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
The current composition of the Board of Directors of your Company is as under:
| SR. NO. |
NAME OF DIRECTOR |
DIN |
DESIGNATION |
DATE OF APPOINTMENT |
DATE OF CESSATION |
| 1. |
Mr. Vijay Bhushan |
00002421 |
Non-Executive Director |
03.06.1992 |
|
| 2. |
Mrs. Nisha Ahuja |
00001875 |
Non-Executive Director |
03.06.1992 |
|
| 3. |
Mr. Madhav Bharat Bhushan |
08213574 |
Non-Executive Director |
12.06.2021 |
|
| 4. |
Mr. Arun Kumar Garg |
00178582 |
Non-Executive Director |
26.07.2012 |
|
| 5. |
Ms. Madhvi Ahuja |
00001869 |
Non-Executive Director |
27.09.2019 |
|
| 6. |
Mr. Anil Kumar Gami |
10602810 |
Non-Executive & Independent Director |
31.07.2024 |
|
| 7. |
Mr. Vibhore Agrawal |
08200334 |
Non-Executive & Independent Director |
31.07.2024 |
|
| 8. |
Atul Bhargava |
01663017 |
Non-Executive & Independent Director |
31.07.2024 |
|
Key Managerial Personnel
| SR. NO. |
NAME OF PERSON |
DESIGNATION |
DATE OF APPOINTMENT |
DATE OF CESSATION |
| 1. |
Mr. Satish Aggarwal |
Chief Financial Officer |
04.02.2017 |
|
| 2. |
Mrs. Sandhya Jhalani |
Manager |
04.02.2017 |
|
| 3. |
Mr. Baldev Garg |
Company Secretary & Compliance officer |
14.03.2024 |
|
CHANGE IN DIRECTORS AND KEY MANAGERIAL PERSONNELS
During the year under review, Mr. Atul Bhargava (DIN: 016663017), Mr. Anil Kumar Gami
(DIN:10602810) AND Mr. Vibhor Agarwal (DIN: 08200334) were appointed as an Additional
Director in the category of Independent Director (Non-Executive) by the Board of Directors
of the Company at its Meeting held on July 31, 2024. Subsequently, the necessary approval
of the Shareholders was also obtained in the 32nd Annual General Meeting on September 24,
2024, for a period of up to 5 consecutive years with effect from July 31, 2024.
During the year under review, Mr. Ravindra Singh (DIN: 00429417), Mr. Varun
Saihgal (DIN: 06512573), and Mr. Kuldeep Kumar Gupta (DIN: 00915376) ceased to be
Independent Directors (Non-Executive) of the Company upon completion of their second and
final term in accordance with the provisions of the Companies Act, 2013, and applicable
regulations. Their tenure concluded effective from the close of business hours on 26th
September 2024. The Board places on record its deep appreciation for the valuable
contributions and guidance provided by them during their association with the Company.
Pursuant to Regulation 17(1D) of SEBI (LODR) Regulations, 2015, the Board, based on the
Nomination and Remuneration Committee's recommendation and subsequent approval by
shareholders, approved the continuation of appointment of Mrs. Nisha Ahuja (DIN: 00001875)
as Non-Executive and Non-Independent Director, liable to retire by rotation
RETIRE BY ROTATION
In terms of Section 152(6) of the Companies Act, 2013, Mrs. Madhvi Ahuja (DIN:
00001869) Director of the Company is liable to retire by rotation at the forthcoming
Annual General Meeting. Based on the performance evaluation and recommendation of the
Nomination and Remuneration Committee, the Board recommends reappointment of Mrs. Madhvi
Ahuja (DIN: 00001869) as Director of the Company.
Brief resume has been attached as annexure of notice of AGM.
NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS
The meetings of the Board are scheduled at regular intervals to decide and discuss on
the business performance, policies, strategies and other matters of significance. The
schedules of the meetings are circulated in advance, to ensure proper planning and
effective participation in meetings. Four (4) Board meetings were held on the below stated
scheduled dates during the Financial Year 2024-25.
| Sr. No. |
Meeting |
| 1. |
22.05.2024 |
| 2. |
31.07.2024 |
| 3. |
24.10.2024 |
| 4. |
22.01.2025 |
The Intervening gap between the meeting During F.Y. were within the time limit
prescribed under Companies Act 2013 COMMITTEES OF THE BOARD AUDIT COMMITTEE:
An Audit Committee is constituted by the Board of Directors of the Company in
accordance with the provisions of Section 177 of the Companies Act, 2013 comprises of
following Directors, namely:
| Sr.No. |
Name of the Member |
Category |
| 1. |
Mr. Atul Bhargava (Chairperson) DIN: 01663017 |
Non-Executive & Independent Director |
| 2. |
Mr. Vijay Bhushan (Member) DIN:00002421 |
Non-Executive Director |
| 3. |
Mr. Anil Kumar Gami (Member) DIN:10602810 |
Non-Executive & Independent Director |
| 4. |
Mr. Vibhor Agarwal (Member) DIN: 08200334 |
Non-Executive & Independent Director |
All recommendations made by the Audit Committee during the financial year under review
were accepted by the Board.
NOMINATION & REMUNERATION COMMITTEE:
The Nomination and Remuneration Committee (‘NRC') as constituted by
the Board of Directors of the Company, in accordance with the provisions of Section
178(1) of the Companies Act, 2013 comprises of:
| Sr.No. |
Name of the Member |
Category |
| 1. |
Mr. Anil Kumar Gami (Chairperson DIN:10602810 |
Non-Executive & Independent Director |
| 2. |
Mr. Vibhor Agarwal (Member) DIN:08200334 |
Non-Executive & Independent Director |
| 3. |
Mrs. Nisha Ahuja (Member) DIN:00001875 |
Non-Executive Director |
Further the NRC has formulated necessary policy on appointment and remuneration
including criteria for determining qualifications, positive attributes and independence of
a Director.
STAKEHOLDERS RELATIONSHIP COMMITTEE:
The Stakeholder Relationship Committee (‘SRC') as constituted by the Board of
Directors of the Company in accordance with the provisions of Section 178 of the Companies
Act, 2013 comprises of:
| Sr.No. |
Name of the Member |
Category |
| 1. |
Mrs. Nisha Ahuja (Chairperson) DIN:00001875 |
Non-Executive Director |
| 2. |
Mr. Arun Kumar Garg (Member) DIN:00178582 |
Non-Executive Director |
| 3. |
Mr. Atul Bhargava (Member) DIN: 01663017 |
Non-Executive & Independent Director |
ANNUAL EVALUATION OF BOARD PERFORMANCE AND PERFORMANCE OF ITS COMMITTEES AND INDIVIDUAL
DIRECTORS
Pursuant to the provisions of the Companies Act, 2013 and Securities and Exchange Board
of India (Listing Obligations and Disclosure Requirements) Regulations, 2015
("Listing Regulations"), the Board of Directors has carried out evaluation of
its own performance, its committees and individual directors. The performance evaluation
of the independent directors was carried out by the entire Board, which includes
performance of the directors and fulfillment of the independence criteria as specified in
the Listing Regulations and their independence from the management, excluding the Director
being evaluated. The Board's functioning was evaluated on various aspects, including
inter-alia degree of fulfillment of key responsibilities, Board structure and composition,
establishment and delineation of responsibilities to various Committees, effectiveness of
Board processes, information and functioning.
Separate exercise was carried out to evaluate the performance of individual directors
including the Board Chairperson who were evaluated on parameters such as attendance,
contribution at the meetings and otherwise, independent judgment, safeguarding of minority
shareholders interest etc. The performance evaluation of the independent directors was
carried out by the entire Board, excluding the Director being evaluated. Further, the
evaluation process was based on the affirmation received from the Independent directors
that they met the independence criteria as required under the Companies Act, 2013 and the
Listing Regulations.
The performance evaluation of the Chairman and the Non-Independent Directors was
carried out by the Independent Directors who also reviewed the performance of the Board as
a whole.
DECLARATION BY INDEPENDENT DIRECTORS
Pursuant to the provisions of Section 149 (6) &(7) of the Companies Act, 2013 and
Regulation 16(1)(b) of the Securities and Exchange Board of India
(Listing Obligations and Disclosure Requirements) Regulations, 2015 ("listing
regulations"), the Company has received individual declaration from all the
Independent Directors, whose names are appended herein below, confirming, inter-alia, that
they fulfill the criteria of independence as prescribed under Regulation 16 (1) (b) &
other provisions of Listing Regulations and Section 149(6) of the Companies Act, 2013
("Act") and the rules made there under to hold the office of Independent
Director of the Company and that they have complied with the "Code for Independent
Directors" prescribed in Schedule IV to the Companies Act 201.
1. Mr. Anil Kumar Gami
2. Mr. Vibhor Agrawal
3. Mr. Atul Bhargava
There has been no change in the circumstances which may affect their status as
Independent Director during the financial year under review. Further, they are not aware
of any circumstance or situation, which exist or may be reasonably anticipated, that could
impair or impact their ability to discharge their duties with an objective independent
judgment and without any external influence. Pursuant to the provisions of Section 150 of
the Companies Act, 2013 read with Rule 6 of the Companies (Appointment and Qualification
of Directors) Rules, 2014, as amended, the names of all the Independent Directors of the
Company have been included in the data bank maintained by the Indian Institute of
Corporate Affairs. the Independent Directors i.e, Mr. Anil Kumar Gami , Mr. Vibhor Agrawal
and Mr. Atul Bhargava have cleared self-Proficiency test.
FAMILIARIZATION PROGRAMME FOR THE INDEPENDENT DIRECTORS
The Familiarization Programme for Independent Directors is available on the website of
the Company under the weblink:
https://www.bharatbhushan.com/Upload/Familiarisation-Programme-for-Independent-Directors-2025.pdf
PARTICULARS OF EMPLOYEES AND REMUNERATION
A. The ratio of the remuneration of each director to the median employee's remuneration
and other details in terms of sub-section 12 of Section 197 of the Companies Act, 2013
read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014, is not applicable on the Company.
B. The statement containing particulars of employees as required under Section 197(12)
of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, forms part of this report named as
Annexure-B. In terms of Section 136 of the Companies Act, 2013 the same is open for
inspection at the Registered Office of the Company. Copies of this statement may be
obtained by the members by writing to the Company Secretary.
C. There are no employees employed throughout the financial year and in receipt of
remuneration of Rupees One crore and two lakh rupees or more, or employed for part of the
financial year and in receipt of Rupees Eight lakh and fifty thousand rupees per month or
more, or employed throughout the financial year or part thereof, and is in receipt of
remuneration in the financial 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 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, to be reported under Rule 5(2) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014.
POLICIES OF THE COMPANY NOMINATION AND REMUNERATION POLICY
The Nomination and Remuneration Policy of the Company provides that the Nomination and
Remuneration Committee shall formulate the criteria for appointment of Executive,
Non-Executive and Independent Directors on the Board of the Company and persons in the
Senior Management of the Company, their remuneration including determination of
qualifications, positive attributes, independence of Directors and other matters as
provided under sub-section (3) of Section 178 of the Companies Act, 2013 (including any
statutory modification(s) or re-enactment(s) thereof for the time being in force). The
existing policy set out as Annexure-C which forms part of this report. The Nomination and
Remuneration Policy can also be accessed on the website of the Company
(www.bbinvestments.in).
VIGIL MECHANISM/ WHISTLE BLOWER POLICY Pursuant to the provisions of Section 177 of the
Companies Act, 2013 a "Vigil Mechanism Policy/ Whistle Blower Policy" for
Directors and employees of the Company (‘the policy") is in place, to report
their genuine concerns about unethical behavior, actual or suspected fraud or violation of
Company's code of conduct or grievances. Vigil Mechanism / Whistle Blower Policy provide
for adequate safeguards against victimization of persons who use such mechanism and make
provision for direct access to the chairperson of the Audit Committee in appropriate or
exceptional cases. The Company's personnel have direct access to the Chairman of the Audit
Committee to report concerns about unethical behavior (actual or suspected), frauds and
other grievances. No personnel of the Company have been denied access to the Audit
Committee. Adequate safeguards are provided against victimization of whistle blowers
availing such mechanism. The Whistle Blower Policy is available on the website of the
Company i.e. www.bbinvestments.in. POLICY ON LOANS AND ADVANCES TO DIRECTORS, SENIOR
OFFICERS AND RELATIVES OF DIRECTORS
In Compliance with provisions of notification issued by Reserve Bank of India
(‘RBI') with respect to ‘Scale Based Regulation (‘SBR')' and ‘Loans
and Advances - Regulatory Restrictions - NBFCs', The Board of Directors of the Company has
approved policy on grant of loans to Directors, Senior Officers and relatives of Directors
and to entities where Directors or their relatives have major shareholding.
DIVIDEND DISTRIBUTION POLICY
Pursuant to the provisions of Regulation 43A of Securities and Exchange Board of India
(Listing Obligations and Disclosure Requirements) Regulations, 2015, your Company is not
required to formulate Dividend distribution policy.
RISK MANAGEMENT
The Board of Directors of the Company has approved Risk Management Policy and
guidelines, wherein all material risks faced by the Company are identified and assessed.
Moreover, in the said Risk Management Policy, the Board has defined the structured
approach to manage uncertainty, cultivating the same in their decision-making pertaining
to all business divisions and corporate functions. For each of the risks identified,
corresponding controls are assessed and policies and procedures are put in place for
monitoring, mitigating and reporting on periodic basis.
In Compliance with provisions of notification issued by Reserve Bank of India
(‘RBI') with respect to ‘Scale Based Regulation (‘SBR') - A Revised
Regulatory
Framework for Non-Banking Financial Companies (NBFCs) constituted Risk Management
Committee with the following Directors/Key Managerial Personnel as members:
| Sr.No. |
Name of the Member |
Category |
| 1. |
Mr. Vijay Bhushan (DIN:00002421) |
Non-Executive Director |
| 2. |
Mrs. Nisha Ahuja (DIN:00001875) |
Non-Executive Director |
| 3. |
Mr. Madhav Bharat Bhushan (DIN:08213574) |
Non-Executive Director |
| 4. |
Mr. Satish Aggarwal (PAN: AASPA2927J) |
Chief Financial Officer (‘CFO') |
AUDITORS
STATUTORY AUDITOR
M/s G.C. Agarwal & Associates, Chartered Accountants (Firm Registration No.:
017851N), were appointed as Statutory Auditor of the Company at the 30th Annual General
Meeting (‘AGM') held on 28th September, 2022, for the second term of five consecutive
years starting from the conclusion of this 30th AGM till the conclusion of the 35th AGM to
be held in the year 2027. ACCOUNTING STANDARDS FOLLOWED BY THE COMPANY The Financial
Statements of your Company have been prepared in accordance with the Indian Accounting
Standards (‘lnd AS') notified under Section 133 of the Companies Act, 2013 ("the
Act") read with the Companies (India Accounting Standards) Rules, 2015 and the
relevant provisions of the Act and the Guidelines prescribed by the Reserve Bank of India,
as applicable. Your Company has adopted lnd AS from 1st April, 2019.
REPORTING OF FRAUDS BY AUDITORS
During the year under review, neither the statutory auditor nor the secretarial auditor
has reported, under Section 143(12) of the Companies Act, 2013, any instances of fraud
committed against the Company by its officers or employees, the details of which would
need to be mentioned in the Board's report in accordance with Section 134 (3) (ca) of the
Companies Act, 2013. AUDIT OBSERVATIONS
The observations and comments given in the Auditors' Report read together with notes to
accounts are self -explanatory and do not call for any further information and explanation
under Section 134 (3)(f) of the Companies Act, 2013. The Auditor's Report does not contain
any qualification, reservation, adverse remark or disclaimer.
SECRETARIAL AUDITORS AND THEIR REPORT
Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, your Company has
appointed M/s. Poonam Hasija and Associates, Company Secretaries, a firm of Company
Secretaries in Practice at Delhi (CP No. 26551), as its Secretarial Auditor to conduct the
Secretarial Audit of the Company for the financial year 2025-26.
The Report on Secretarial Audit for the financial year 2024-25, in Form MR-3, as
Annexure-D forms integral part of this Annual Report. There are no qualifications,
reservation or adverse remarks made by Secretarial Auditors in their Report.
ANNUAL SECRETARIAL COMPLIANCE REPORT
The provisions of Regulation 24A of the Securities and Exchange Board of India
("SEBI") (Listing Obligations and Disclosure Requirements) Regulations, 2015 are
not applicable to the Company. Accordingly, the Company is not required to submit Annual
Secretarial Compliance Report to the Stock Exchange.
SECRETARIAL STANDARDS
During the Financial year, The Company complied with all applicable mandatory
Secretarial Standards, prescribed under Section 118(10) of the Companies Act, 2013, issued
by the Institute of Company Secretaries of India (ICSI). The directors have devised proper
systems to ensure compliance with the provisions of all applicable secretarial standards
and such systems are adequate and operating effectively.
TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND ("IEPF"):
(A) TRANSFER OF UNPAID/UNCLAIMED DIVIDEND
Pursuant to the provisions of Section 124 of the Companies Act, 2013 read with the
Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund)
Rules, 2016, the dividend, which remains unpaid or unclaimed for a period of (7) years
from the date of transfer to the unpaid dividend account of the Company, is required to be
transferred to Investor Education and Protection Fund ("IEPF). During the financial
year under review, your Company has transferred Rs. 2,43,624/- for the financial year
2016-17 to the IEPF
(B) TRANSFER OF SHARES UNDERLYING UNCLAIMED/UNPAID DIVIDEND
In pursuance of the provisions of Section 124(6) of the Companies Act, 2013 read with
the IEPF Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, in addition to
the transfer of amount of unclaimed/ unpaid dividend to the IEPF, the shares on which
dividend has not been paid or claimed by the shareholders for (7) consecutive years or
more shall also be transferred to the demat account of the IEPF Authority. Individual
reminders has been sent to concerned shareholders advising them to encash their dividend
and the complete list of such shareholders whose shares are due for transfer to the IEPF
is also placed on the website of the Company i.e. www.bbinvestments.in .
The Company in pursuance of the compliance with the aforesaid provisions and the
applicable rules, has transferred 22,956 equity shares having face value of Rs. 10/- each
belonging to 102 shareholders underlying the unclaimed dividends considering the final
dividend declared for the Financial Year 2016-17 as the base.
Members may note that the dividend and shares transferred to the IEPF can be claimed
back by the concerned shareholders from the IEPF authority after complying with the
procedure prescribed under the IEPF Authority (Accounting, Audit, Transfer and Refund)
Rules, 2016.
DISCLOSURE OF SExUAL HARRASSMENT OF WOMAN AT WORKPLACE (PREVENTION, PROHIBITION AND
REDRESSAL) ACT. 2013
The Company is committed to provide a safe and conducive work environment to its
Employees.
The provisions relating to the constitution of Internal Complaints Committee under the
Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013
and other provisions are not applicable to the Company.
DIRECTORS RESPONSIBILITY STATEMENT
In terms of provisions of Section 134(3) (c) read with Section 134(5) of the Companies
Act, 2013 ("the Act"), the Board of Directors hereby confirms that:
a. in the preparation of the annual financial statements for the year ended March 31,
2025, all the applicable accounting standards have been followed along with proper
explanation relating to material departures, if any;
b. such accounting policies have been selected and applied consistently and the
Directors have 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 as at March 31, 2025 and of
the profit and loss of the Company for the year ended on that date;
c. proper and sufficient care has been taken 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 annual accounts of the Company for the year ended March 31,2025 have been
prepared on a going concern basis;
e. 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 during
the year ended March 31, 2025; and
f. Proper systems have been devised to ensure compliance with the provisions of all
applicable laws and that such systems were adequate and operating effectively during the
year ended March 31, 2025.
STATUTORY COMPLIANCES
Your Company has complied with all the rules and regulations which are stipulated on
the corporate sector from time to time by various statutory authorities.
RBI GUIDELINES
The Company from the date of receipt of NBFC license continues to comply with all the
applicable regulations, guidelines, etc. prescribed by the RBI, from time to time.
Additional disclosures/information as applicable to the Company in terms of provisions
of Master Direction - Non-Banking Financial Company - Non- Systemically Important
Non-Deposit taking Company (Reserve Bank) Directions, 2016, and, Notification issued by
RBI bearing No. DOR.ACC. REC.No.20/21.04.018/2022-23 dated April 19, 2022 read with Scale
Based Regulation (SBR) - A Revised Regulatory Framework, is appended to the Balance Sheet
in note no. 36 to 44.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS
The Hon'ble Executive Director (‘ED') of Securities and Exchange Board of India
(‘SEBI') passed an order on May 12, 2023 in the matter of National Spot Exchange
Limited (NSEL) cancelling Certificate of SEBI Registration (bearing No. INZ000087136) of
the Company. As per the order, Company has attracted disqualification under Schedule II of
Intermediary's Regulations for the reason of executing paired contracts on NSEL.
The company filed an appeal against the aforesaid order before Securities Appellant
tribunal (SAT) on June 12, 2023. along with application for grant of stay against SEBI
order dated May 12, 2023. Securities Appellant Tribunal (SAT) has pronounced an order on
Tuesday july 04, 2023 and stayed the effect and operation of the impugned SEBI order
during the pendency of the appeal..
The Securities Appellant Tribunal (SAT) has passed an order on December 12,2023
directing SEBI to consider and come out with a scheme under clause 26 of the settlement
regulations for our company, which was to be finalized within 3 months. SEBI filed an
application for an additional time of 4 months to frame a scheme under the Settlement
Regulation. The Securities Appellant Tribunal (SAT) by this order date, March 14, 2024,
has granted further 4 months to come out with that settlement scheme.
The Securities Appellant Tribunal (SAT) has passed an order on July 12, 2024, on the
request of Applicant to grant two or more month extension to four month extension granted
on the Mis. Application on dated March 14 ,2024 . Hon'ble SAT by this order has granted
six (6) Month extension to come out with Settlement scheme.
On the last scheduled date of hearing, i.e., January 13, 2025, the matter was not heard
and was adjourned. Subsequently, on March 12, 2025, the Securities Appellate Tribunal
(SAT) granted an extension of four months for compliance. As of now, there has been no
material development in the case, and the status remains pending.
Once SEBI finalizes and announces the terms of the settlement scheme, the company will
evaluate the scheme and, if the terms are found to be favourable, consider settling the
matter accordingly. Alternatively, in case the settlement terms are not acceptable, the
company has been granted a period of four weeks from the date of the announcement of the
settlement scheme by SEBI to file an appeal before the Securities Appellate Tribunal
(SAT).
MATERIAL CHANGES AND COMMITMENT IF ANY. AFFECTING THE FINANCIAL POSITION OF THE COMPANY
"During the Financial Year 2024-2025 under review, the Board of Directors of the
Company at its meeting held on October 24, 2024, had decided to raise the paid-up equity
capital of the company by fresh issue of shares on a rights basis (Kindly refer to the
earlier point titled ‘RIGHT ISSUE')"
LISTING OF EQUITY SHARES
The equity shares of the Company are listed on BSE Limited. The BSE has nation-wide
trading terminals and therefore provide full liquidity to investors. The listing fee for
the year 2024-25 has already been paid to the stock exchange as per regulation 14 of the
SEBI (LODR) 2015.
HUMAN RESOURCE & INDUSTRIAL RELATIONS Industrial Relations were harmonious
throughout the year. The Board wishes to place on record their sincere appreciation to the
co-operation extended by all employees in maintaining cordial relations and their
commitment towards the growth of the Company.
GENERAL
During the year, there were no transaction requiring disclosure or reporting in respect
of matters relating to:
a) issue of equity shares with differential rights as to dividend, voting or otherwise;
b) issue of shares (including sweat equity shares) to employees of the Company under
any scheme;
c) raising of funds through preferential allotment or qualified institutions placement;
d) pendency of any proceeding under the Insolvency and Bankruptcy Code, 2016;
e) details/disclosure relating to Corporate Social Responsibility;
f) Cost record and cost audit
g) conservation of energy, technology absorption, foreign exchange earnings and outgo,
and
h) One-time settlement with any bank or financial institution.
Your Company does not have any Subsidiary/Subsidiaries, Joint Ventures and Associate
Company within the meaning of Companies Act, 2013 as at March 31, 2025.
ACKNOWLEDGMENT
Your Company takes pride in all of its highly motivated officers, employees and
workers, who have been wholeheartedly supporting and sincerely contributing their best for
the sustained success and growth of your Company as well as maintaining harmonious
relations throughout the Company.
Your Directors also place on record their sincere thanks and appreciation for the
continuing support and assistance received from the banks, government as well as
non-government authorities, customers, vendors and members during the period under review.
The Board would like to take this opportunity to express its gratitude to all the
stakeholders, for the confidence, encouragement and unstinting support.
|
For and on behalf of the Board of Directors |
|
| For Bharat Bhushan Finance & Commodity Brokers Limited |
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|
Sd/- |
Sd/- |
|
Nisha Ahuja |
Vijay Bhushan |
| Place : New Delhi |
Director |
Director |
| Date : 2nd June, 2025 |
(DIN :00001875) |
(DIN : 00002421) |
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