CORPORATE GOVERNANCE REPORT
In compliance with corporate governance requirements as specified in Clause 49 of the Listing Agreement with Stock Exchange, the Company's policies on Corporate Governance and Compliance thereof in respect of specific area as applicable to the Company for the Financial Year 2014-15 asbelow :
1. Company's philosophy on code of corporate governance
The Company's philosophy on Corporate Governance envisages the adoption of best business policies and alignment of the highest levels of transparency, integrity, honesty, accountability and equity in all facets of its operations and in all its interactions with its stakeholders including shareholders, bankers, government and employees. The Company is committed to best corporate governance practices which stems not only from the letter of law but also from the inherent belief of doing business in the right way. The Company believes that all its actions and operations must serve the underlying goal of enhancing overall shareholders value on a sustained basis.
2. BOARD OF DIRECTORS A) COMPOSITION
B) BOARD MEETING HELD DURING THE YEAR
The Board of Directors is responsible for the management of the business and meets at least once in a quarter for discharging its role and functions and to consider quarterly performance of the Company and financial results. During the year under review, 4 Board Meetings were held on 14th May, 2014, 16th July,2014, 29th October, 2014 and 29th January, 2015. The gap between any two consecutive meetings did not exceed 120 days. To enable the Board to discharge its responsibilities effectively and take informed decisions, the necessary information is made available to the Board of Directors through agenda. As per the declarations received by the Company, none of the Directors are disqualified under section 164(2) of the Companies Act, 2013 read with the Companies (Appointment and Qualification of Directors) Rules, 2014.
D) BRIEF RESUME OF THE DIRECTORS BEING RE-APPOINTMENT AT THE ENSURING ANNUAL GENERAL MEETING
• Mr. Jogesh Ahuja
Mr. Jogesh Ahuja is a commerce graduate from Shri Ram College of Commerce, Delhi University having extensive experience in the field of marketing, insurance and investment. Currently he is also holding the directorship in M/s Bharat Bhushan Equity Traders Limited and M/ s Pushpdeep Builders Private Limited.
• Mrs. Santkumari Agrawal
Mrs. SantKumari Agrawal has the experience of more than 25 years of investment in shares.
E) DIRECTORS REMUNERATION
The Company does not pay any remuneration /commission to its NonExecutive Directors except sitting fees for attending the meetings of the Board of Directors and Committees thereof. Further, it has not implemented any Stock Option Scheme. The Company has no pecuniary relationship/ transactions with its Directors during the Financial Year ended 31st March, 2015
F) Code of conduct
The Board has laid down a Code of Conduct for all Directors and Senior Management of the Company, which has been posted on the website of the Company i.e. www.bbinvestments.in All Directors and Senior Management personnel have affirmed compliance with the code for the year ended 31st March, 2015.
3. COMMITTEES OF THE BOARD
A) AUDIT COMMITTEE
TERMS OF REFERENCE OF COMMITTEE
The terms of reference of the Audit Committee are as per the guidelines set out in the listing agreement with the Stock Exchanges read with Section 177 of the Companies Act, 2013. These broadly includes (i) Oversight of the company's financial reporting process (ii) Recommendation for appointment, remuneration and terms of appointment of auditors of the company (iii) Reviewing, with the management, the annual and quarterly financial statements and auditor's report thereon before submission to the board for approval (iv) Approval or any subsequent modification of transactions of the company with related parties (v) Evaluation of internal financial controls and risk management systems (vi) Scrutiny of inter-corporate loans and investments etc.
COMPOSITION AND ATTENDANCE
The Audit Committee of the Board comprises of three non-executive independent directors and one non-executive director. All the members of the committee are financially literate. The composition of the committee is in the accordance of Section 177 of the Companies Act, 2013 and Clause 49 of the listing agreement as entered into with the Stock Exchange.
During the year ended 31st March, 2015, the Audit Committee met 4 times to deliberate on various issues.
B) NOMINATION AND REMUNERATION COMMITTEE
The Board vide its resolution dated 16th July, 2014 has formed a committee to be called Nomination and Remuneration Committee. The Committee had formulated the Nomination &Remuneration Policy, inter alia, for appointment and remuneration of the directors, key managerial personnel and other employees. The policy has been reviewed and approved by the Board.
Terms of reference of committee
• Formulation of the criteria for determining qualifications, positive attributes and Independence of a director and recommend to the Board a policy, relating to the remuneration of the directors, key managerial personnel and other employees;
• Formulation of criteria for evaluation of Independent Directors and the Board;
• To perform such other functions as may be necessary or appropriate for the performance of its duties
• To carry out any other function as is mandated by the Board from time to time and /or enforced by any statutory notification, amendment or modification, as may be applicable.
During the year ended 31st March, 2015, the Nomination and Remuneration Committee of the company met 1 time. The detail of composition of the committee, meeting and attendance during the year are as under
C) STAKEHOLDER GRIEVANCE COMMITTEE COMPOSITION AND ATTENDANCE
The Stakeholder/ Investor Grievance Committee of the Board comprises of twoNon-Executive Directors and one Independent Director in accordance of the Companies Act, 2013 and Clause 49 of the Listing Agreement.
Status of redressal of Investor Grievances
During the year the Company received 21 requests/ complaints from shareholders. All the complaints were attended immediately and resolved to the satisfaction of the shareholders.There were no complaints outstanding as on 31st March, 2015
The Company has been taking all steps to ensure that Shareholder's / Investor's Grievance activities are given due priority and matters/ issues are resolved at the earliest. The Committee reviews complaints received and appropriate action is taken promptly. The Committee also oversees the performance of the Registrars and Transfer Agents and recommends measures to improve the level of investor services. To resolve and redress the investors' complaints an exclusive Email ID was created namely, email@example.com on which the investors will be able to register their complaints and also take necessary follow-up actions thereon. The said Email ID has also been posted on the website. The Company Secretary acts as a Compliance Officer of the Company.
4. SEPARATE MEETING OF INDEPENDENT DIRECTOR
A separate meeting of the Independent Directors of the Company in terms of provisions of Section 149 read with Schedule IV of the Companies Act, 2013 pertaining to Code for Independent Directors, was heldon 30th March, 2015 for the year 2014-15 under the chairmanship of Mr. Varun Saihgal. All the independent directors were present in such meeting. The meeting reviewed the following aspects-:
(i) The performance of non-independent directors and the Board as a whole;
(ii) The performance of the Chairperson of the company, taking into account the views of non-executive directors of the company; and
(iii) The quality, quantity and timeliness of flow of information between the company management and the Board that is necessary to take the Board to take effectively and reasonably perform their duties.
5. CRITERIA FOR PERFORMANCE EVALUATION OF INDEPENDENT DIRECTORS
The evaluation of independent directors was carried out by the entire Board.
The Nomination and Remuneration Committee laid down the following criteria for evaluation of the performance of the directors including independent directors and the overall Board broadly on the basis of below mentioned criteria:
The performance of independent directors shall be evaluated by
A) Disclosures on materially significant related party transactions i.e. transactions of the Company of material nature, with its promoters, the directors or the management, their subsidiaries or relatives etc. that may have potential conflict with the interests of the company at large.
None of the transactions with any of the related parties were in conflicts with interest of the Company.
B) Details of non-compliance by the Company, penalties, and strictures imposed on the Company by Stock Exchanges or SEBI, or any statutory authority, on any matterrelated to capital markets, during the last three years.
The Company has complied with all the requirements of the Listing Agreement with the Stock Exchanges as well as regulations and guidelines of SEBI. No penalties have been levied or Strictures have been passed by SEBI, Stock Exchanges or any other statutory Authority on matters relating to capital markets, in the last three years.
8. DETAILS OF COMPLIANCE WITH MANDATORY REQUIREMENTS AND ADOPTION OF THE NON-MANDATORY REQUIREMENTS OF
The company has complied with all the mandatory requirements of clause 49 of the listing agreement.
9. MEANS OF COMMUNICATION QUARTERLY RESULTS
Pursuant to the Clause 41 of the Listing Agreement of the Company with the Stock Exchanges, the Company regularly intimated Quarterly Unaudited as well as Audited financial results to Stock Exchanges immediately after the same are reviewed by the Audit Committee and approved by the Board of Directors. These results were published in "The Pioneer" (English) and "Vir Arjun" (Hindi) at Delhi.
10. GENERAL SHAREHOLDER INFORMATION
1) ANNUAL GENERAL MEETING
Date :28thSeptember, 2015
Day : Monday
Venue : Shri Purushottam Hindi Bhawan, 11, Vishnu Digmbar Marg, New Delhi - 110 002
Time : 11.00 A.M.
2) Announcement of Quarterly Results during the year ended
Quarter Ended Date of Announcement
June, 2014 : 16th July, 2014
September, 2014 : 29th October, 2014
December, 2014 : 29th January, 2015
March, 2015 : 25th May, 2015
Announcement of quarterly results for the year ended 31.03.2016
Quarter Ended Tentative dates of Announcement
June, 2015 : Last Week of July, 2015
September, 2015 : Last Week of October, 2015
December, 2015 : last week of January, 2016
March, 2016 “ last week of May, 2016
The dates of the Book Closure are from 21st September, 2015 to 28thSeptember, 2015 (both days inclusive) for determining the names of members eligible for dividend on Equity Shares, if declared at the Annual General Meeting.
Your Directors recommended payment of dividend Rs. 0.50 paisa per Equity Share subject to the declaration by Shareholders in the ensuring Annual General Meeting and will be paid on or after 28thSeptember, 2015
LISTING ON STOCK EXCHANGE A. B.
A. Equity Shares listed on : Bombay Stock Exchange limited
B. Listing Fees has Been paid to Bombay Stock Exchange for the fiscal year 2015-2016
C. Stock Code
?? Trade Symbol at Stock Exchange : Bombay Stock Exchange
Scrip ID : BHARAT
Scrip Code : 511501
?? Demat ISIN in NSDL and CDSL : INE900A01013
• Demat ISIN in NSDL and CDSL : INE900A01013
7) STOCK MARKET DATA
The monthly high low of price of shares of the company during the fiscal year April, 2014 to March, 2015 is as under:
REGISTRAR AND SHARE TRANSFER AGENTS
FOR SHARES HELD IN PHYSICAL MODE / DEPOSITORY MODE
M/s Alankit Assignments Ltd. 1E/13, Alankit House JhandewalanExtn., New Delhi - 110 055. Tel: 23541234/42541234, Email: firstname.lastname@example.org
SHARE TRANSFER SYSTEM
The Company's Registrars and Share Transfer Agents, M/s Alankit Assignments Ltd, having its registered office at 1E/13, Alankit Heights, JhandewalanExtn., New Delhi - 110 055 have adequate Infrastructure to process the share transfers. Share transfer is usually affected within a maximum period of 7 days from the date of receipt, if the documents submitted are in order. The Board of directors confirms all share transfers/transmission. In the dematsegment as well Alankit is acting as Registrar for providing the connectivity with National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL).
12) DEMATERIALIZATION OF SHARES
The shares of the Company are available under dematerialization form with National Securities Depository Limited (NSDL) and Central Depository Services (India) Ltd. (CDSL). The Company's shares are compulsorily traded in dematerialized form as per SEBI guidelines.
The following data indicates the extent of dematerialization of the Company's Shares:
15) ADDRESS FOR CORRESPONDENCE
The shareholders may address their communication / suggestion / queries to:
Bharat Bhushan Finance & Commodity Brokers Ltd. 503, Rohit House,3, Tolstoy Marg, New Delhi - 110 001 Phone:+91-11^9800900, Fax: +91-11-49800933 EMAIL: email@example.com WEBSITE: www.bbinvestments.in
16) TRANSFER OF UNCLAIMED AMOUNT TO THE INVESTOR EDUCATION AND PROTECTION FUND
The Investors are advised to claim the enchased dividends for the year 2007-2008 onwards lying in the unpaid dividend accounts of the Company before the same gets credited to the Investor Education and Protection Fund.
During the year under review the Company has credited a sum Rs.1,54,987.60/- (Rupees One Lacs Fifty Four Thousand Nine Hundred Eight Seven and Paisa Sixty only)unclaimed dividend for the year (2006-2007) to the Investor Education and Protection Fund pursuant to section 125 of the Companies Act, 2013 and the Investor Education and Protection Fund (Awareness and Protection of Investor) Amendment Rules, 2014.
For & on Behalf of the Board of Directors
Bhart Bhushan Finance & Commodity Broker Limited
(DIN NO. 00002421)
(DIN No. 00001875)
Place : New Delhi
Date :30th July, 2015