To,
The Members,
Bridge Securities Limited
Your Directors present the 28th Board's Report on the
Business and Operations of the Company together with the Audited Financial Statement and
the Auditor's Report for the Financial Year ended on 31st March, 2023.
1. FINANCIAL RESULTS:
The financial performance of the Company for the Financial Year ended
on 31st March, 2023 is summarized as below:
(Rs. in Lakhs)
Particulars |
2022-23 |
2021-22 |
Revenue from Operations |
96.54 |
260.86 |
Other Income |
0.05 |
5.88 |
Total Revenue |
96.59 |
266.74 |
Total Expenses |
155.18 |
357.44 |
Profit / Loss before Depreciation, Exceptional and Extra
Ordinary Items and Tax Expenses |
(58.59) |
(90.70) |
Less: Depreciation / Amortization / Impairment |
22.91 |
5.50 |
Profit / Loss before Exceptional and Extra Ordinary Items and
Tax Expenses |
(81.50) |
(85.20) |
Add / Less: Exceptional and Extra Ordinary Items |
0.00 |
0.00 |
Profit / Loss before Tax Expenses |
(81.50) |
(90.70) |
Less: Tax Expense |
|
|
Current Tax |
0.00 |
0.00 |
Deferred Tax |
(13.28) |
(0.62) |
Profit / Loss for the Period |
(68.21) |
(90.07) |
2. OPERATIONS:
Total revenue for Financial Year 2022-23 is Rs. 96.59 Lakhs compared to
the total revenue of Rs. 266.74 Lakhs of previous Financial Year. The Company has incurred
Loss before tax for the Financial Year 2022-23 of Rs. (81.50) Lakhs as compared to Profit
before tax of Rs. (90.70) Lakhs of previous Financial Year. Net Loss after Tax for the
Financial Year 2022-23 is Rs. (68.21) Lakhs as against Net Loss after tax of Rs. (90.07)
Lakhs of previous Financial Year. The Directors are continuously looking for the new
avenues for future growth of the Company and expect more growth in the future period.
3. CHANGE IN NATURE OF BUSINESS, IF ANY:
There is no change in the nature of business during the year under
review.
4. DIVIDEND:
To conserve the resources for future prospect and growth of the
Company, your Directors do not recommend any dividend for the Financial Year 2022-23
(Previous year - Nil).
5. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION
FUND:
Pursuant to Section 124 of the Companies Act, 2013, the amount of
dividend remaining unpaid or unclaimed for a period of seven years shall be transferred to
the Investor Education and Protection Fund ("IEPF"]. During the year under
review, there was no unpaid or unclaimed dividend in the "Unpaid Dividend
Account" lying for a period of seven years from the date of transfer of such unpaid
dividend to the said account. Therefore, there were no funds which were required to be
transferred to Investor Education and Protection Fund.
6. TRANSFER TO RESERVES:
The Loss of the Company for the Financial Year ending on 31st
March, 2023 is transferred to profit and loss account of the Company under Reserves and
Surplus.
7. WEBLINK OF ANNUAL RETURN:
Pursuant to Section 92(3] read with Section134(3](a] of the Act, the
Annual Return as on March 31, 2023 is available on the Company's website at
www.bridgesec.co.in
8. MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL
POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH
THE FINANCIAL STATEMENTS RELATES AND THE DATE OF THE REPORT:
There are no material changes and commitments, affecting the financial
position of the Company.
9. SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS
OR TRIBUNALS:
There are no significant material orders passed by the Regulators or
Courts or Tribunal, which would impact the going concern status of the Company and its
future operation.
10. MEETINGS OF THE BOARD OF DIRECTORS:
The Directors of the Company met at regular intervals at least once in
a quarter with the gap between two meetings not exceeding 120 days to take a view of the
Company's policies and strategies apart from the Board Matters.
During the year under the review, the Board of Directors met 6 (Six]
times viz. 26th May 2022, 12th August 2022, 23rd August
2022, 9th November 2022,6th February 2023,07 March 2023.
11. DIRECTORS RESPONSIBILITY STATEMENT:
In accordance with the provisions of Section 134 (3)(c) and Section
134(5] of the Companies Act, 2013, to the best of their knowledge and belief the Board of
Directors hereby submit that:
a. In the preparation of the Annual Accounts, for the year ended on 31st
March, 2023 the applicable accounting standards have been followed and there are no
material departure from the same;
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 financial
year and of the loss of the Company for the financial year ended on 31stMarch,
2023.
c The Directors had taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the provisions of Companies
Act, 2013 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;
e. The Directors had laid down internal financial controls to be
followed by the Company and that such internal financial controls are adequate and are
operating effectively and
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.
12. CORPORATE SOCIAL RESPONSIBILITY (CSR):
The provisions of section 135 of the Companies Act, 2013 is not
applicable to your Company as the Company does not fall under the criteria limits
mentioned in the said section of the Act.
Hence, the Company has not taken voluntary initiative towards any
activity mentioned for Corporate Social Responsibility.
13. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:
Management Discussion and Analysis Report as required under Regulation
34 and Schedule V of the SEBI (Listing Obligation and Disclosure Requirements)
Regulations, 2015 forms an integral part of this Report, and provides the Company's
current working and future outlook as per Annexure - 1.
14. DISCLOSURES RELATING TO HOLDING / SUBSIDIARY, ASSOCIATE COMPANY AND
IOINT VENTURES:
The Company does not have any Holding / Subsidiary/Associate Company
and Joint Venture.
15. VIGIL MECHANISM:
During the year under review, the Company did not accept any deposits
from the public and not borrowed money from the Banks and Public Financial Institutions.
Accordingly, provisions of Section 177(9] of the Companies Act, 2013 read with Rule 7 of
the Companies (Meetings of Board and its Powers) Rules, 2014 does not apply to the
Company.
16. SECRETARIAL STANDARDS:
During the year under review, the Company has complied with the
applicable Secretarial Standards issued by The Institute of Company Secretaries of India
(ICSI). The Company has devised proper systems to ensure compliance with its provisions
and is in compliance with the same.
17. STATEMENT ON ANNUAL EVALUATION MADE BY THE BOARD OF DIRECTORS:
The Board evaluated the effectiveness of its functioning, that of the
Committees and of individual Directors, pursuant to the provisions of the Act and SEBI
Listing Regulations. The Board sought the feedback of Directors on various parameters
including:
Degree of fulfillment of key responsibilities towards
stakeholders (by way of monitoring corporate governance practices, participation in the
long-term strategic planning, etc.);
Structure, composition, and role clarity of the Board and
Committees;
Extent of co-ordination and cohesiveness between the Board and
its Committees;
Effectiveness of the deliberations and process management;
Board / Committee culture and dynamics; and
Quality of relationship between Board Members and the
Management.
The above criteria are broadly based on the Guidance Note on Board
Evaluation issued by the Securities and Exchange Board of India on January 5, 2017.
The Chairman of the Board had one-on-one meetings with each Independent
Director and the Chairman of NRC had one-on-one meetings with each Executive and
NonExecutive, Non-Independent Directors. These meetings were intended to obtain Directors'
inputs on effectiveness of the Board/ Committee processes.
In a separate meeting of Independent Directors, performance of
Non-Independent Directors, the Board as a whole, and the Chairman of the Company was
evaluated, taking into account the views of Executive Directors and Non-Executive
Directors.
The Nomination and Remuneration Committee reviewed the performance of
the individual directors and the Board as a whole.
In the Board meeting that followed the meeting of the independent
directors and the meeting of Nomination and Remuneration Committee, the performance of the
Board, its committees, and individual directors was discussed.
The evaluation process endorsed the Board Members' confidence in the
ethical standards of the Company, the resilience of the Board and the Management in
navigating the Company during challenging times, cohesiveness amongst the Board Members,
constructive relationship between the Board and the Management, and the openness of the
Management in sharing strategic information to enable Board Members to discharge their
responsibilities and fiduciary duties.
The Board carried out an annual performance evaluation of its own
performance and that of its committees and individual directors as per the formal
mechanism for such evaluation adopted by the Board. The performance evaluation of all the
Directors was carried out by the Nomination and Remuneration Committee.
The performance evaluation of the Chairman, the Non-Independent
Directors and the Board as a whole was carried out by the Independent Directors. The
exercise of performance evaluation was carried out through a structured evaluation process
covering various aspects of the Board functioning such as composition of the Board &
committees, experience & competencies, performance of specific duties &
obligations, contribution at the meetings and otherwise, independent judgment, governance
issues etc.
Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing
Obligation and Disclosure Requirements) Regulations, 2015, the Board has carried out the
annual performance evaluation of the Directors individually as well as evaluation of the
working of the Board by way of individual feedback from directors.
The evaluation frameworks were the following key areas:
a) For Non-Executive & Independent Directors:
Knowledge
Professional Conduct
Comply Secretarial Standard issued by ICSI Duties
Role and functions
b) For Executive Directors:
Performance as leader
Evaluating Business Opportunity and analysis of Risk Reward
Scenarios
Key set investment goal
Professional conduct and integrity
Sharing of information with Board.
Adherence applicable government law
The Directors expressed their satisfaction with the evaluation process.
18. DETAILS OF INTERNAL FINANCIAL CONTROL WITH REFERENCE TO THE
FINANCIAL CONTROL:
The Company has in place adequate internal financial controls with
reference to financial statement across the organization. The same is subject to review
periodically by the internal audit cell for its effectiveness. During the financial year,
such controls were tested and no reportable material weaknesses in the design or
operations were observed. The Statutory Auditors of the Company also test the
effectiveness of Internal Financial Controls in accordance with the requisite standards
prescribed by ICAI. Their expressed opinion forms part of the Independent Auditor's
report.
Internal Financial Controls are an integrated part of the risk
management process, addressing financial and financial reporting risks. The internal
financial controls have been documented, digitized and embedded in the business processes.
Assurance on the effectiveness of internal financial controls is
obtained through management reviews, control self-assessment, continuous monitoring by
functional experts. We believe that these systems provide reasonable assurance that our
internal financial controls are designed effectively and are operating as intended.
During the year, no reportable material weakness was observed.
19. REPORTING OF FRAUDS BY THE AUDITORS:
During the year under review, neither the Statutory nor the Secretarial
Auditors has reported to the Audit Committee 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.
20. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION
186 OF THE COMPANIES ACT.2013:
The details of loans, investment, guarantees and securities covered
under the provisions of section 186 of the Companies Act, 2013 are provided in the
financial statement.
21. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES:
All transactions to be entered by the Company with related parties will
be in the ordinary course of business and on an arm's length basis. However, the Company
has not entered into any related party transaction, as provided in Section 188 of the
Companies Act, 2013, with the related party. Hence, Disclosure as required under Section
188 of the Companies Act, 2013 is not applicable to the Company.
22. MANAGING THE RISKS OF FRAUD. CORRUPTION AND UNETHICAL BUSINESS
PRACTICES:
a) Vigil Mechanism / Whistle Blower Policy:
The Company has established vigil mechanism and framed whistle blower
policy for Directors and employees to report concerns about unethical behavior, actual or
suspected fraud or violation of Company's Code of Conduct or Ethics Policy.
b) Business Conduct Policy:
The Company has framed "Business Conduct Policy". Every
employee is required to review and sign the policy at the time of joining and an
undertaking shall be given for adherence to the Policy. The objective of the Policy is to
conduct the business in an honest, transparent and in an ethical manner. The policy
provides for anti-bribery and avoidance of other corruption practices by the employees of
the Company.
23. RESERVES & SURPLUS:
(Amount in Lakhs)
Sr. No. |
Particulars |
Amount |
1. |
Balance at the beginning of the year |
(225.67) |
2. |
Current Year's Profit / (Loss) |
(68.21) |
3. |
Other Comprehensive Income |
0.81 |
4. |
Amount of Securities Premium and other
Reserves |
- |
|
Total |
(293.07) |
24. FOREIGN EXCHANGE EARNINGS AND OUTGO:
|
Foreign exchange earnings and outgo |
F.Y. 2022-23 |
F.Y. 2021-22 |
a. |
Foreign exchange earnings |
Nil |
Nil |
b. |
CIF value of imports |
Nil |
Nil |
c. |
Expenditure in foreign currency |
Nil |
Nil |
25. PARTICULARS OF EMPLOYEES:
The provisions of Rule 5(2] & (3) of the Companies (Appointment
& Remuneration of Managerial Personnel) Rules, 2014 are not applicable to the Company
as none of the Employees of the Company has received remuneration above the limits
specified in the Rule 5(2) & (3) of the Companies (Appointment & Remuneration of
Managerial Personnel) Rules, 2014 during the financial year 2022-23.
26. LOANS FROM DIRECTOR / RELATIVE OF DIRECTOR:
During the year under review, the Company has not entered into any
materially significant related party transactions which may have potential conflict with
the interest of the Company at large. Suitable disclosures as required are provided in
AS-18 which is forming the part of the notes to financial statement.
27. DIRECTORS AND KEY MANAGERIALPERSONNEL:
The Directors and Key Managerial Personnel of the Company are
summarized below as on date:
Sr. No. |
Name |
Designation |
DIN |
1. |
Pragnesh Shah |
Managing Director |
00144888 |
2. |
Dashrathbhai Thakkar |
Independent Director |
00195113 |
3. |
Hemant Shah |
Independent Director |
02040564 |
4. |
Rajan Shah |
CFO |
ADZPS9559G |
5. |
Jayshreeben Shah |
Independent Director |
02275343 |
6. |
Vishal Shah |
Executive Director |
08043698 |
7. |
Ashish Sharda |
Company Secretary |
BKJPS9356K |
There has been no change in the composition of the Board of Directors
of the Company during the Financial Year 2022-23 and till the date of Board's Report.
As per Companies Act, 2013 the Independent Directors are not liable to
retire by rotation.
28. DECLARATION BY INDEPENDENT DIRECTORS:
Mr. Dashrathbhai Thakkar, Mr. Hemant Shah and Ms. Jayshreeben Shah
Independent Directors of the Company has confirmed to the Board that he meets the criteria
of Independence as specified under Section 149 (6] of the Companies Act, 2013 and he
qualifies to be an Independent Director. He has also confirmed that he meets the
requirement of Independent Director as mentioned under Regulation 16 (1] (b] of SEBI
(Listing Obligation and Disclosure Requirements] Regulations, 2015. The confirmations were
noted by the Board.
29. CORPORATE GOVERNANCE:
Since the paid-up Capital of Company is less than Rs. 10 Crores and
Turnover is less than Rs. 25 Crores therefore by virtue of Regulation 15 of SEBI (Listing
Obligations & Disclosure Requirements] Regulations, 2015 the compliance with the
corporate governance provisions as specified in regulations 17 to 27 and clauses (b] to
(i] of subregulation (2] of regulation 46 and Para C, D and E of Schedule V are not
applicable to the Company. Hence Corporate Governance does not form part of this Board's
Report.
30. DEPOSITS:
As per Section 73 of the Companies Act, 2013, the Company has neither
accepted nor renewed any deposits during the financial year. Hence, the Company has not
defaulted in repayment of deposits or payment of interest during the financial year.
31. AUDITOR:
A. Statutory Auditor:
M/s Bhaumik Shah & Co., Chartered Accountants, Ahmedabad, bearing
registration number 137162W, Statutory Auditors of the company for the Financial Year
2022-2023.
Company has received a written confirmation from M/s Bhaumik Shah &
Co, Chartered Accountants, Ahmedabad, to the effect that their appointment, if made, would
satisfy the criteria provided in Section 141 of the Companies Act, 2013 and the Rules
framed there under for re-appointment as Auditors of your Company.
The Auditors have also furnished a declaration confirming their
independence as well as their arm's length relationship with your Company as well as
declaring that they have not taken up any prohibited non-audit assignments for your
Company. The Audit Committee reviews the independence of the Auditors and the
effectiveness of the Audit Process
B. Secretarial Auditor:
The Board of Directors pursuant to Section 204 of the Companies Act,
2013 read with Rule 9 of the Companies (Appointment and Remuneration of Managerial
Personnel] Rules, 2014, has appointed Mr. Gaurav Bachani, Proprietor of M/s. Gaurav
Bachani & Associates, Company Secretaries, Ahmedabad as a Secretarial Auditor of the
Company
to conduct Secretarial Audit for the Financial Year 2022-23.
The Secretarial Audit Report for the Financial Year 2022-23 is annexed
herewith as Annexure - 2 in Form MR-3. There are no adverse observations in the
Secretarial Audit Report which call for explanation.
32. DISCLOSURES
A. Composition of Audit Committee:
During the year under review, meetings of members of the Audit
committee as tabulated below, was held on 26th May 2022, 12th August
2022, 23rd August 2022, 9th November 2022, 6th February
2023 ,7th March 2023 the attendance records of the members of the Committee are
as follows:
Name |
Status |
No. of the Committee Meetings entitled |
No. of the Committee Meetings attended |
Dashrathbhai Thakkar |
Chairman |
6 |
6 |
Hemant Shah |
Member |
6 |
6 |
Jayshreeben Shah |
Member |
6 |
6 |
During the year all the recommendations made by the Audit Committee
were accepted by the Board.
B. Composition of Stakeholders' Relationship Committee:
During the year under review, meetings of members of Stakeholders'
Relationship committee as tabulated below, was held on, 26th May, 2022 and 23rd
August 2022 and the attendance records of the members of the Committee are as follows:
Name |
Status |
No. of the Committee Meetings entitled |
No. of the Committee Meetings attended |
Mr. Dashrathbhai Thakkar |
Chairman |
2 |
2 |
Mr. Hemant Shah |
Member |
2 |
2 |
Ms. Jayshreeben Shah |
Member |
2 |
2 |
C. Composition of Nomination and Remuneration Committee:
During the year under review, meetings of members of Nomination and
Remuneration committee as tabulated below, was held on 26th May, 2022 and 23rd
August 2022 and the attendance records of the members of the Committee are as follows:
Name |
Status |
No. of the Committee Meetings entitled |
No. of the Committee Meetings attended |
Mr. Hemant Shah |
Chairman |
2 |
2 |
Mr. Dashrathbhai Thakkar |
Member |
2 |
2 |
Ms. Jayshreeben Shah |
Member |
2 |
2 |
33. INDEPENDENT DIRECTOR:
Separate meetings of the Independent Directors of the Company were held
on 7th March, 2023 to discuss the agenda items as prescribed under applicable
laws. All Independent Directors have attended the said meeting. In the opinion of the
Board, all the Independent Directors fulfil the conditions of Independence as defined
under the Companies Act, 2013 and SEBI (LODR], 2015 and are independent of the management
of the Company.
34. DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
(PREVENTION. PROHIBITION & REDRESSAL) ACT.2013:
The Company has always been committed to provide a safe and conducive
work environment to its employees. Your Directors further state that during the year under
review there were no cases filed pursuant to the Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal] Act, 2013 as confirmed by the Internal Complaints
Committee as constituted by the Company.
35. DEMATERIALISATION OF EQUITY SHARES:
As per direction of the SEBI, the shares of the Company are under
compulsory demat form. The Company has established connectivity with both the Depositories
i.e. National Securities Depository Limited and Central Depository Services (India]
Limited and the Demat activation number allotted to the Company is ISIN: INE560T01015.
Presently shares are held in electronic and physical mode.
36. INDUSTRIAL RELATIONS:
The Directors are pleased to report that the relations between the
employees and the management continued to remain cordial during the year under review
37. MAINTENANCE OF COST RECORDS:
The provisions relating to maintenance of cost records as specified by
the Central Government under sub-section (1] of section 148 of the Companies Act, 2013,
are not applicable to the Company and accordingly such accounts and records are not
required to be maintained.
38. DETAILS OF APPLICATION MADE OR PROCEEDING PENDING UNDER INSOLVENCY
AND BANKRUPTCY CODE:
During the year under review, there were no application made or any
proceeding pending in the name of the company under the Insolvency and Bankruptcy Code,
2016 (31 of 2016].
39. EXPLANATIONS/COMMENTS BY THE BOARD ON EVERY QUALIFICATION.
RESERVATION OR ADVERSE REMARK OR DISCLAIMER MADE:
i. Auditors' Report:
The observations of the Statutory Auditors, when read together with the
relevant notes to the accounts and accounting policies are self-explanatory and do not
call for any further comment.
ii. Secretarial Auditor's Report:
The observations of the Secretarial Auditors, when read together with
the relevant notes to the accounts and accounting policies are self-explanatory and do not
call for any further comment.
40. POLICY ON DIRECTOR'S APPOINTMENT AND REMUNERATION:
The Remuneration policy is directed towards rewarding performance based
on review of achievements on a periodical basis. The remuneration policy is in consonance
with the existing industry practice and is designed to create a high-performance culture.
It enables the Company to attract, retain and motivate employees to achieve results. The
Company has made adequate disclosures to the members on the remuneration paid to Directors
from time to time. The Company's Policy on director's appointment and remuneration
including criteria for determining qualifications, positive attributes, independence of a
director and other matters provided under Section 178 (3] of the Act is available on the
website of the Company at www.bridgesec.co.in
41. STATE OF COMPANY'S AFFAIRS:
Management Discussion and Analysis Report for the year under review, as
stipulated in Regulation 34(2] (e] of SEBI Listing Regulations is given as a separate part
of the Annual Report. It contains a detailed write up and explanation about the
performance of the Company.
42. FORMAL ANNUAL EVALUATION PROCESS BY BOARD:
Pursuant to the provisions of the Companies Act, 2013 and Rules made
thereunder, the Board has carried the evaluation of its own performance, performance of
Individual Directors, Board Committees, including the Chairman of the Board on the basis
of attendance, contribution towards development of the Business and various other criteria
as recommended by the Nomination and Remuneration Committee of the Company. The evaluation
of the working of the Board, its committees, experience and expertise, performance of
specific duties and obligations etc. were carried out. The Directors expressed their
satisfaction with the evaluation process and outcome.
43. THE DETAILS OF DIFFERENCE BETWEEN VALUATION AMOUNT ONE TIME
SETTLEMENT AND THE VALUATION WHILE AVAILING LOAN FROM BANKS AND FINANCIAL INSTITUTIONS:
During the year under review, there has been no one time settlement of
Loans taken
from Banks and Financial Institutions.
44. ACKNOWLEDGEMENTS:
Your Directors would like to express their sincere appreciation for the
co-operation and assistance received from the Bankers, Regulatory Bodies, Stakeholders
including Financial Institutions, Suppliers, Customers and other business associates who
have extended their valuable sustained support and encouragement during the year under
review.
Your Directors take this opportunity to recognize and place on record
their gratitude and appreciation for the commitment displayed by all executives, officers
and staff at all levels of the Company. We look forward for the continued support of every
stakeholder in the future.
Registered Office: By the Order of the Board of 17, Suhas
Nagar Society, Nr. Dinesh Hall, Bridge Securities Limited Ashram Road, Ahmedabad - 380 009 |
|
|
Place: Ahmedabad Date: 13 th July, 2023 |
Sd/- Pragnesh Shah Managing Director DIN:
00144888 |
Sd/- Vishal Shah Director DIN:08043698 |