Get Updates

Get notified about market trends, financial advice, and investment tips!

A Oneindia Venture

Nifty 25,966.40 +0.58%

22k Gold ₹ 12,300 /gm

Sensex 84,929.36 +0.53%

Nifty 25,966.40 +0.58%

22k Gold ₹ 12,300 /gm

Sensex 84,929.36 +0.53%

Nifty 25,966.40 +0.58%

22k Gold ₹ 12,300 /gm

Directors Report of Bharat Bhushan Finance & Commodity Brokers Ltd.

Mar 31, 2025

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 Companyâs financial performance for the year ended March 31, 2025
along with previous yearâs figures are summarized below:

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 2) Diluted	-0.38 -0.38	0.64 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 companyâs 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:

â¢ Augmenting the Capital Base

â¢ General Corporate Purposes

â¢ 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 Companyâs
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

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
Companyâs 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 Companyâs 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 (âNBFCâ) 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 (âActâ) 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

i inrlpr

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 Committeeâs 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 (âNRCâ) 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 (âSRCâ) 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 (âListing Regulationsâ), 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 Boardâs 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 (âlisting
regulationsâ), 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 (âActâ) and the rules made there under
to hold the office of Independent Director of the Company and that they have
complied with the âCode for Independent Directorsâ 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 employeeâs
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 âVigil
Mechanism Policy/ Whistle Blower Policyâ for Directors and employees of the
Company (âthe policyâ) is in place, to report their genuine concerns about
unethical behavior, actual or suspected fraud or violation of Companyâs
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 Companyâs
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 (âRBIâ) with respect to âScale Based Regulation (âSBRâ)â and âLoans and
Advances - Regulatory Restrictions - NBFCsâ, 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
(âRBIâ) with respect to âScale Based Regulation (âSBRâ) - 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 (âCFOâ)

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 (âAGMâ) 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 (âlnd ASâ) notified under
Section 133 of the Companies Act, 2013 (âthe Actâ) 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 Boardâs
report in accordance with Section 134 (3) (ca) of the Companies Act, 2013.
AUDIT OBSERVATIONS

The observations and comments given in the Auditorsâ 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 Auditorâs 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 (âSEBIâ) (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

(âIEPFâ):

(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 (âIEPF).
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 (âthe Actâ), 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 Honâble Executive Director (âEDâ) of Securities and Exchange Board of
India (âSEBIâ) 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 Intermediaryâs 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 .
Honâble 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

âDuring 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 âRIGHT ISSUEâ)â

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

Sd /- Sd /-

Nisha Ahuja Vijay Bhushan

Place : New Delhi Director Director

Date : 2nd June, 2025 (DIN : 00001875) (DIN : 00002421)

Mar 31, 2024

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, 2024.

FINANCIAL PERFORMANCE HIGHLIGHTS

The Companyâs financial performance for the year ended March 31, 2024
along with previous yearâs figures are summarized below:

Particulars	2023-24	2022-23
1. Total Income from operations	71.34	58.09
2. Net Profit for the period (before Tax, Exceptional and/or Extraordinary items)	27.98	17.23
3. Net Profit for the period before tax (after Exceptional and/or Extraordinary items)	27.98	17.23
4. Net Profit for the period after tax (after Exceptional and/or Extraordinary items)	21.77	11.61
5. Total Comprehensive Income for the period [comprising profit for the period (after tax) and Other Comprehensive Income (after tax)]	472.42	59.88
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	0.64	0.34
2) Diluted	0.64	0.34

The figures of total income includes only interest income, dividend income,
net gain on fair value changes of mutual funds, profit/loss on mutual funds
and equity derivative trading. The Profit/loss on trading and Investment of
shares is included in total Comprehensive income. The total Comprehensive
Income has jumped from Rs.59.88 lakhs in 2022-23 to Rs. 472.42 lakhs in
2023-24. This represents a huge surge of 788%.

The total assets of the Company as on 31st March, 2024 is Rs. 2538 lakhs
against a paidup capital of Rs. 338 lakhs.

TRANSFER TO RESERVES

The Company proposes to transfer Rs. 4.35 lakhs to the statutory reserve
maintained pursuant to Section 45-IC of the RBI Act, 1934.

DIVIDEND ON EQUITY SHARES

Your directors are pleased to recommend Dividend at the rate of 6% i.e. Re.

0.60 per equity share for the financial year 2023-24. The proposed dividend
is subject to approval of shareholders in the ensuing 32ND 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 2023-24.

The Register of Members and Share Transfer books shall remain closed

from Wednesday, September 18, 2024 to Tuesday, September 24, 2024
(both days inclusive).

SHARE CAPITAL

(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 ) .

Note: The Company does not have any preference share capital or any other
type of equity share capital.

FINANCE

There has been no significant change in the nature of business of the Company
during the Financial Year 2023-24.

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 2023-24
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 2023-24.
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 2024, 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.

Pursuant to Section 92(3) read with Section 134(3)(a) of the Companies
Act, 2013, the Annual Return as on March 31, 2024 is available on the
Com panyâs website at https://www.bharatbhushan.com/Upload/Draft-Annual-
Return-2023-24.pdf

INTERNAL FINANCIAL CONTROL

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER
SECTION 186 OF THE COMPANIES ACT. 2013

Since, the Company is a non-banking financial company (âNBFCâ) 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, 2024.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED
PARTIES

The particulars of contracts or arrangements entered into by the Company
during the financial year 2023-24 with related parties referred to in sub-section
(1) of Section 188 of the Companies Act, 2013 (âActâ) 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.

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. Ravindra Singh	00429417	Non-Executive & Independent Director	12.06.2008
7.	Mr. Kuldeep Kumar Gupta	00915376	Non-Executive & Independent Director	28.01.2010
8.	Mr. Varun Saihgal	06512573	Non-Executive & Independent Director	21.05.2013
9.	Mr. Anil Kumar Gami	10602810	Non-Executive & Independent Director	31.07.2024
10.	Mr. Vibhor Agarwal	08200334	Non-Executive & Independent Director	31.07.2024
11.	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	04.02.2022
3.	Mr. Baldev Garg	Company Secretary & Compliance officer	14.03.2024
4.	Mr. Vaibhav Agrawal	Company Secretary & Compliance officer	27.01.2023	30.12.2023

CHANGE IN DIRECTORS AND KEY MANAGERIAL PERSONNELS

The Board on the basis of recommendation of the Nomination and
Remuneration Committee, approved the appointment of Mr. Anil Kumar Gami
(DIN: 10602810) as an Additional Director (Non-Executive, Independent) of
the Company w.e.f. 31st July 2024.

The Board on the basis of recommendation of the Nomination and
Remuneration Committee, approved the appointment of Mr. Vibhor Agarwal
(DIN: 08200334) as an Additional Director (Non-Executive, Independent) of
the Company w.e.f. 31st July 2024.

The Board on the basis of recommendation of the Nomination and
Remuneration Committee, approved the appointment of Mr. Atul Bhargava
(DIN: 01663017) as an Additional Director (Non-Executive, Independent) of
the Company w.e.f. 31st July 2024.

In terms of Regulation 17(1D) of SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, The Board on the basis of recommendation
of the Nomination and Remuneration Committee, approved the, Continuation
of Appointment of Mrs. Nisha Ahuja (Din: 00001875) as Non-Executive
And Non-Independent Director of the Company, shall be liable to retire by
rotation

Mr. Vaibhav Agrawal (ICSI Membership No. A70576) resigned from the post
of Company Secretary and Compliance Officer with effect from the closure
of business hours on December 30, 2023. Further, on recommendation of
Nomination and Remuneration Committee, Board of Directors at its meeting
held on March 14, 2024 has approved the appointment of Mr. Baldev Garg
(ICSI Membership No. A73249) for the position of Company Secretary and

Compliance Officer of the Company with effect from March 14, 2024.

Brief resume has been attached as annexure of notice of AGM i.e. Anil
Kumar Gami, VibhorAgarwal, Atul Bhargava and Nisha Ahuja.

RETIRE BY ROTATION

In terms of Section 152(6) of the Companies Act, 2013, Mr. Madhav Bharat
Bhushan (DIN: 08213574) 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 Mr. Madhav Bharat
Bhushan (DIN: 08213574) 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. Five (5)
Board meetings were held on the below stated scheduled dates during the
Financial Year 2023-24.

Sr. No.	Meeting
1.	24.05.2023
2.	29.07.2023
3.	30.10.2023
4.	10.02.2024
5.	14.03.2024

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. Kuldeep Kumar Gupta (Chairperson) DIN:00915376	Non-Executive & Independent Director
2.	Mr. Vijay Bhushan (Member) DIN:00002421	Non-Executive Director
3.	Mr. Ravindra Singh (Member) DIN: 00429417	Non-Executive & Independent Director
4.	Mr. Varun Saihgal (Member) DIN: 06512573	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 (âNRCâ) 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. Varun Saihgal (Chairperson) DIN: 06512573	Non-Executive & Independent Director
2.	Mr. Ravindra Singh (Member) DIN: 00429417	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 (âSRCâ) 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. Varun Saihgal (Member) DIN:06512573	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 (âListing Regulationsâ), 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 Boardâs 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.

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 (âlisting
regulationsâ), 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 (âActâ) and the rules made there under
to hold the office of Independent Director of the Company and that they have

complied with the âCode for Independent Directorsâ prescribed in Schedule
IV to the Companies Act 201.

1. Mr. Varun Saihgal

2. Mr. Kuldeep Kumar Gupta

3. Mr. Ravindra Singh

4. Mr. Anil Kumar Gami (Appointed w.e.f. 31st July 2024)

5. Mr. Vibhor Agarwal (Appointed w.e.f. 31st July 2024)

6. Mr. Atul Bhargava (Appointed w.e.f. 31st July 2024)

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. Varun Saihgal , Mr. Kuldeep Kumar Gupta and Mr. Ravindra Singh are
exempt from online proficiency self-assessment test and Newly appointed
independent Director i.e, Mr. Anil Kumar Gami , Mr. Vibhore 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-2024.pdf

PARTICULARS OF EMPLOYEES AND REMUNERATION

POLICIES OF THE COMPANY
NOMINATION AND REMUNERATION POLICY

DIVIDEND DISTRIBUTION POLICY

RISK MANAGEMENT

In Compliance with provisions of notification issued by Reserve Bank of India
(âRBIâ) with respect to âScale Based Regulation (âSBRâ) - 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 (âCFOâ)

AUDITORS

STATUTORY AUDITOR

The Financial Statements of your Company have been prepared in
accordance with the Indian Accounting Standards (âlnd ASâ) notified under
Section 133 of the Companies Act, 2013 (âthe Actâ) 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

2013. The Auditorâs 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,

The Report on Secretarial Audit for the financial year 2023-24, 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 (âSEBIâ) (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

TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND

(âIEPFâ):

(A) TRANSFER OF UNPAID/UNCLAIMED DIVIDEND

(B) TRANSFER OF SHARES UNDERLYING UNCLAIMED/UNPAID
DIVIDEND

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 25,386 equity
shares having face value of Rs. 10/- each belonging to 99 shareholders
underlying the unclaimed dividends considering the final dividend
declared for the Financial Year 2015-16 as the base.

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.

In terms of provisions of Section 134(3) (c) read with Section 134(5) of the
Companies Act, 2013 (âthe Actâ), the Board of Directors hereby confirms
that:

a. in the preparation of the annual financial statements for the year ended
March 31, 2024, 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, 2024 and of the profit and loss of the
Company for the year ended on that date;

d. the annual accounts of the Company for the year ended March 31,2024
have been prepared on a going concern basis;

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, 2024.

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.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS
OR COURTS

The company filed an appeal against the aforesaid order before Securities
Appellant tribunal (SAT) on June 12, 2023. along with application for grant

The company will consider the terms of the settlement scheme after they
have been announced by SEBI and settle the matter if the terms are found
favourable. Alternatively, the company has been given a time by SAT of four
weeks from the date of the settlement scheme announced by SEBI to file
an appeal with SAT.

MATERIAL CHANGES AND COMMITMENT IF ANY. AFFECTING THE
FINANCIAL POSITION OF THE COMPANY

No material changes and commitments which could affect the Companyâs
financial position have occurred since the close of the financial year i.e., March
31, 2024 till the date of this Boardâs Report.

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 2023-24 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, 2024.

ACKNOWLEDGMENT

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
Sd /- Sd /-

Nisha Ahuja Vijay Bhushan

Place : New Delhi Director Director

Date : 31^st July, 2024 (DIN : 00001875) (DIN : 00002421)

Mar 31, 2015

Dear Members,

The Directors have pleasure in presenting their 23rdAnnual Report along with the Audited Financial Statement for the year ended on 31st March, 2015.

1. FINANCIAL SUMMARY

Your Company's financial performance for fiscal year2015 is summarized in the following table:

(Rs In Lakhs)

Particulars Fiscal 2015 Fiscal 2014

Total Income 85.72 82.40

Profit before depreciation & Tax 53.27 51.17

Depreciation 0.91 1.12

Profit Before Tax 52.37 50.05

Provision for Taxation 9.91 8.62

Profit After Tax 42.45 41.43

Balance Profit B/F from earlier Year 280.77 267.40

Profit available for appropriation 323.22 308.83

APPROPRIATION:

Transfer to Reserve Fund 8.49 8.28

Proposed Dividend 16.90 16.90

Provision for Dividend Tax 3.38 2.87

Profit C/F to Balance Sheet 294.45 280.77

2. OPERATIONAL REVIEW

The Company in the last couple of years has maintained steady growth rate despite slowdown and uncertainty in the economy.The new government's approach towards the Corporate sector has also resulted in better operational revenue for our Company. The Company is engaged in the business of Shares Trading, Commodity Trading and Investments in Mutual Fund. The Company's financial performance is as under:

* Revenue from Operation increased by 4.6 % to Rs. 73,63,367/-

* Profit before tax increased by 4.6% to Rs. 52,36,769/-

* Profit after tax increased by 2.5% to Rs. 42,45,258/-

3. DIVIDEND

Your Director's are pleased to recommend a Dividend of Rs.0.50 Paisa per equity share for the year 2014-15. The proposed dividend, subject to approval of Shareholders in the ensuring Annual General Meeting of the Company,would result in appropriation of Rs.20,28,139/- (including Corporate Dividend Tax of Rs.3,37,939/-) out of the profits thus giving 47.774 % payout from the net profit of the Company. The dividend would be payable to all Shareholders whose names appear in the Register of Members as on the Book Closure Date.

The Register of Members and Share Transfer books shall remain closed from 21stSeptember, 2015 to 28thSeptember, 2015 (both days inclusive). During the year, the unclaimed dividend pertaining to the final dividend for the year ended 2006-07 was transferred to the Investor Education & Protection Fundpursuant to section 125 of the Companies Act, 2013 after giving due noticeto the Members.

4. TRANSFER TO RESERVES

The Company proposes to transfer Rs. 8,49,052/-to the General Reserve out of the amount available for distribution.

5. SHARE CAPITAL

The paid up Equity Share Capital as on 31St March, 2015 was Rs.3,38,04,000/- During the year under review, the company has not issued any further Share Capital.

6. FURTHER ISSUE OF CAPITAL BY WAY OF RIGHT ISSUE

The Board of Directors of the company in their meeting held on 30.07.2015 decided to raise further issue of capital by offering the shares to the existing shareholders of the company by right basis in the ratio of 1:2 i.e. one right share for every two equity shares fully paid up held by the equity shareholders of the company.

The purpose of above Right Issue is to raise the additional fund for enhancing the scale of operations of the company. The total number of 16,90,200 Equity Shares of face value of Rs. 10/- each at par will be offered to the existing shareholders of the company. The total paid up capital of the company after such right issue shall stand Increased to 5.07 Crore.

7. DEPOSITS

The Company has not accepted any Public Deposits during the Financial Year ended 31st March, 2015 and your Board of Directors have also passed the necessary Resolution for non-acceptance of any Public deposits during the Financial Year 2015-16.

8. INTERNAL CONTROL SYSTEMS AND INTERNAL FINANCIAL CONTROL

The Company has an internal Control System, commensurate with the size, scale and complexity of its operations. The scope and authority of the Internal Audit function is defined in the policies, guidelines and procedures laid down for this purpose. To maintain the objectivity and independence, the Internal Audit function reports to the Chairman of the Audit Committee of the Board. Based on the report of Internal Auditor, corrective actions in respective areas are taken and thereby strengthen the controls.

The Company has an Internal Financial Control that are adequate and were operating effectively, internal financial control means the policies and procedures adopted by the company for ensuring the orderly and efficient conduct of its business, including adherence to company's policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information.

9. SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANIES

The Company as on 31st March 2015 has no Subsidiary and Associate Company.

10. CORPORATE GOVERNANCE

As per clause 49 of the Listing Agreement entered with the stock exchange, a separate section on corporate governance practices followed by the company together with a CFO certificate and a certificate from the company's auditors confirming compliance form an integral part of this Report, attached at Annexure "A"

11. AUDITORS

STATUTORY AUDITOR

The Company's Auditors, M/s P.Bholusaria&Co., Chartered Accountants, having registration no. 000468N, who retires at the ensuing Annual General Meeting of the Company are eligible for re- appointment. They have confirmed their eligibility under section 141 of the Companies Act 2013 and the Rules framed thereunder for their reappointment as Statutory Auditor of the Company, therefore it is proposed to appoint M/s PBholusaria& Co., Chartered Accountant as Statutory Auditors of the Company from the conclusion of the forthcoming AGM till the conclusion of next AGM.

SECRETARIAL AUDITOR

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s Kavita Pamnani & Associates, a firm of Company Secretaries in Practice to undertake the Secretarial Audit of the Company for the financial year 2014-15. The Report of the Secretarial Audit is annexed herewith in Annexure "B" in format MR-3. There are no qualifications, reservation or adverse remarks made by Secretarial Auditors in their Report.

12. VOTING THROUGH ELECTRONIC MEANS

In order to promote the green initiative and in compliance with the provisions of Section 108 of the Companies Act, 2013 read with Rule 20 of the Companies (Management and Administration) Rules, 2014 and Clause 35B of the Listing Agreement the Company is pleased to provide members facility to exercise their rights to vote at the 23rd Annual General Meeting of the Company by electronic means and the business may be transacted through e-voting services provided by National Securities Depository Limited (NSDL).

13. CHANGES IN DIRECTORS AND KEY MANAGERIAL PERSONNEL

During the year under review, there was neither any appointment nor any resignation of any director on or from the Board of the Company.

The Board of Directors during the year designated Mr. Satish Aggarwal (Manager-Finance) as a Chief Financial Officer (CFO) and Ms. Sonia Luthra as a Company secretary of the Company as Key-Managerial Personnel pursuant to section 203 of Companies Act, 2013 with effect from 16th July, 2014.

In terms of section 152 of the Companies Act, 2013, the Board of directors of the Company recommends the reappointment of Mr. Jogesh Chand Ahuja and Mrs. SantKumari Agrawal as Directors of the company, who are liable to retire by rotation at the forthcoming Annual General meeting and being eligible offer themselves for re- appointment.

14. DECLARATION BY AN INDEPENDENT DIRECTOR(S) AND RE- APPOINTMENT, IF ANY

All Independent Directors have given declarations that they meet the criteria of Independence as laid down under section 149(6) of the Companies Act, 2013 and Clause 49 of the Listing Agreement.

15. COMPANY'S POLICY ON DIRECTOR'S APPOINTMENT AND REMUNERATION

The nomination and remuneration committee of the company formulated a criteria for determining qualification, positive attributes and independence of a director and recommended to the Board a policy relating to the remuneration for the directors, key managerial personnel and other employees.

The policy of the company on directors' appointment and remuneration, including criteria's for determining qualifications, positive attributes and independence of a director and other matters provided under sub- section (3) of section 178 of the Companies Act, 2013, adopted by the Board on the recommendation of nomination and remuneration committee, is appended as Annexure "C"

The Directors hereby affirm that the remuneration provided to all the directors, key managerial personnel and other employees of the company are in accordance with the remuneration policy of the Company.

16. BOARD EVALUATION

Clause 49 of the Listing Agreement mandates that the Board shall monitor and review the Board evaluation framework. The Companies Act, 2013 states that a formal annual evaluation needs to be made by the Board of its own performance and that of its committees and individual directors.

The Board adopted a formal mechanism for evaluating its performance and as well as that of its committee and individual directors. The exercise was carried out through a structured process covering various aspects of the Boards functioning such as composition of the Board committees, experience & competencies, performance of specific duties & obligations, governance issues etc. separate exercise was carried out to evaluate the performance of individual Director including the Board chairperson who was evaluated on parameters such as attendance, contribution at the meetings and otherwise, independent judgment, safeguarding of minority shareholders interest etc.

Performance evaluation of the Board as a whole was done by all the directors by considering the following:

* The Board diversity

* The qualification and experience of each director

* The decision taken by the Board

* Flow of information between the Board and management.

The evaluation was conducted according to Schedules IV of the Companies Act, 2013 which states that the performance evaluation of individual director was done by all the directors present except director being evaluated.

None of the Independent Directors are due for re-appointment

17. NUMBER OF MEETINGS OF THE BOARD

During the year under review, four 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

Further, 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 to review the performance of the Non-Independent Directors, Chairperson and Board and flow of quality and quantity of information between the Management and Board under the chairmanship of Mr. Varun Saihgal, Independent Director.

18. COMMITTEES OF THE BOARD

A) AUDIT COMMITTEE : The Composition of the Committee is as per the following particulars:

S.No. Name of the Member Category

1. Mr. Vijay Bhushan Non-Executive Director

2. Mr. Kuldeep Gupta Non-Executive & Independent Director

3. Mr. Ravindra Singh Non-Executive & Independent Director

4. Mr. Varun Saihgal Non-Executive & Independent Director

B) STAKEHOLDER COMMITTEE : The Composition of the Committee is as per the following particulars:

S. No. Name of the Member Category

1. Mrs. Nisha Ahuja Non-Executive Director

2. Mr. Jogesh C. Ahuja Non-Executive Director

3. Mr. Varun Saihgal Non-Executive & Independent Director

C) NOMINATION & REMUNERATION COMMITTEE : The Composition of the Committee is as per the following particulars:

S.No. Name of the Member Category

1. Mrs. Nisha Ahuja Non-Executive Director

2. Mr. Ravindra Singh Non-Executive & Independent Director

3. Mr. Varun Saihgal Non-Executive & Independent Director

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.

19. DIRECTORS RESPONSIBILITY STATEMENTS

To the best of our Knowledge based on the representation received from the Management, your Directors make the following statements in terms of Section 134(3) (C) of the Companies Act, 2013:

a. That in the preparation of the annual financial statements for the year ended 31st March 2015, all the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

b. That 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

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; 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.

20. Extract of the Annual return

As required pursuant to section 92(3) of Companies Act, 2013 and rule 12(1) of Companies (Management and administration) Rules, 2014, an extract of annual return in Form MGT-9 a part of this report is annexed herewith as Annexure "D".

21. PARTICULARS OF LOANS, GUARANTEE OR INVESTMENTS UNDER SECTION 186 OF THE COMPANIES ACT 2013

The provision of Section-186 is not applicable on the Company as in pursuant to Sub Section- (11) of Section-186, the Company is exempted.

22. PARTICULARS OF CONTRACTS OR ARRANGEMENT WITH RELATED PARTIES

The particulars of contracts or arrangements referred to in sub-section (1) of section 188 of the Companies Act, 2013 and Rule 8 of Companies (Accounts) Rules, 2014 are given in Form AOC-2 (Annexure "E")

23. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Provisions relating to disclosure of particulars with respect to Conservation of Energy are not applicable on the Company and it has no information to be published regarding Technology Absorption. The Company has not carried on during the period under report any activity relating to exports and has not used or earned any foreign exchange. (Annexure "F")

24. VIGIL MECHANISM / WHISTLE BLOWER POLICY

Pursuant to provision of section 177 of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Company has established a Vigil Mechanism /Whistle Blower Policy for directors and employees to report their genuine concerns. The mechanism provides for adequate safeguards against victimization of persons who use such mechanism to report any unethical behavior and non-compliance within the organization. The mechanism also provides for the direct access to the Chairman of Audit Committee in appropriate cases. The Protection of the Whistle Blower is of utmost importance in Bharat Bhushan Finance & Commodity Brokers Limited and the safety and secrecy is done in a systematic way.

25. MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION OF THE COMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THIS FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT

No material changes and commitments affecting the financial position of the Company occurred between the end of the financial year to which this financial statements relate and the date of this report.

26. RISK MANAGEMENT POLICY

Your Company recognizes risk management as an integral component of good corporate governance and fundamental in achieving its strategic and operational objectives. It improves decision-making, defines opportunities and mitigates material events that may impact shareholder value.

The Board has laid down a risk management policy which contemplates to cover all locations/verticals and applies to all employees, whether full time, part time or casual at any level of seniority with in the business. The Company is exposed to a variety of operational, business and market risks including but not limited to technological changes, financial risk, risk of noncompliance of various statutory requirements, upward and downward trends in the sensex, foreign exchange fluctuation, interest rates risk and inventory carrying risk. The Company continuously monitors these risks. The objective of Company's risk management system is to prepare and maintain a proper strategy to ensure that risk exposure arising out of business does not result in any financial crisis.

27. CORPORATE SOCIAL RESPONSIBILITY INITIATIVES

The provisions of section 135 of the Act, with regard to Corporate Social Responsibility (CSR) are at present not applicable on the Company.

28. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

There are no orders passed by the Regulators/ Courts which would impact the going concern status of the Company and its future operations.

29. DETAILS PURSUANT TO SECTION 197(12) OF THE COMPANIES ACT, 2013

Details pursuant to Section 197(12) of the Companies Act, 2013 read with the Companies(Appointment and Remuneration of Managerial Personnel) Rules, 2014 form part of this Report and as follows:-

A. Ratio of remuneration of each director to the median employee's remuneration. Â Nil.

B. Comparison between remuneration to managerial personnel and remuneration to employees. 3,59,400 12,08,497.

C. Details of employees drawing salary of Rs. 5,00,000/- or more per month. Â Nil.

D Details of remuneration to person holding 2% or more of equity shares. Â Nil.

E. Details of employees (who are not directors or relatives) posted outside India. Â Nil.

30. ACKNOWLEDGMENT

Your Directors would like to express their sincere appreciation for the co-operation patronage, assistance and guidance by their business associates, bankers and clients and other business constituents for their continued support throughout the year. Your Directors also sincerely acknowledge the significant contributions made by the employees through their dedicated services to the Company.

The Board would like to take this opportunity to express its gratitude to you all, partners in our enterprise, for your confidence, encouragement and unstinting support.

For & on Behalf of the Board of Directors Bhart Bhushan Finance & Commodity Broker Limited

VIJAY BHUSHAN NISHA AHUJA Place : New Delhi DIRECTOR DIRECTOR Date :30th July, 2015 (DIN NO. 00002421) (DIN No. 00001875)

Mar 31, 2014

Dear Members,

The Directors have pleasure in presenting the Twenty Second Annual Report on the business and operations of your Company together with the Audited Accounts for the financial year ended March 31,2014.

FINANCIAL HIGHLIGHTS

(Rs. In lacs)

Particulars Financial year Financial Year ended ended March 31,2014 March 31,2013

Total Income 82.40 87.80

Profit before depreciation & Tax 51.17 52.10

Depreciation 1.12 1.28

Profit Before Tax 50.05 50.82

Provision for Taxation 8.62 9.23

Profit After Tax 41.43 41.59

Balance Profit B/F from earlier year 267.40 253.90

Profit available for appropriation 308.83 295.49

APPROPRIATION:

Transfer to Reserve Fund 8.28 8.32

Proposed Dividend 16.90 16.90

Provision for Dividend Tax 2.87 2.87

Profit C/F to Balance Sheet 280.77 267.40

DIVIDEND

The Directors of your Company recommend a dividend amounting to 50 Paisa (fifty paisa) per share which is (5%) of the face value of per equity share of the Company for the financial year ended on 31st March, 2014 and after the declaration of dividend by the shareholders at the forthcoming Annual General Meeting, it would involve outflow of Rs. 1977000/-(including dividend tax). Dividend tax will be subject to the applicable taxation rates.

FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The performance of your company in the financial year under review remains similar with the performance of the previous financial year. The profit after tax in the current financial year is Rs. 41.42 Lacs as compared to previous year''s profit after tax amounting Rs. 41.59 Lacs. Despite difficult market conditions during the financial year under review the Company managed to maintain its net profitability as compared to the previous year''s performance.

In the past year, India has witnessed stability returning to the financial markets due to which the year 2014-2015 began on an optimistic note and helped the Indian Financial Market in recovering back. In the first half of the year 2013-14, the market remained range bound due to high current fiscal deficits and quantitative easing concern from the US. The second half led to optimism in the market as Raghuram Rajan announced a slew of measures after taking over as the Reserve Bank of India''s Governor and state assembly elections suggested BJP would form a stable Government at the centre in 2014.

Management Discussion and Analysis on financial condition and results of operation of the Company for the year under review, as stipulated in Clause 49 of the Listing Agreement with the Stock Exchanges, is given as a separate statement in the Annual Report.

COMMODITY MARKET

The Company earned a brokerage on commodity exchange of Rs. 3.23 Lacs in the financial year under review as compared to 16.64 Lacs in the previous financial year. The trade volumes on bourses have been hit after the imposition of commodity transaction tax. Besides, investors are trading cautiously after the Rs 5,500 crore payment crisis came to light at the National Spot Exchange Ltd (NSEL) few months ago Your directors will continue to look for improvements in the business outlook for short and medium term and accordingly adjust its growth targets in the different segments of its business. With more experience in the line and prudent management of the commercial and financial risks, your directors aim at achieving higher returns from this activity in the years to come.

CORPORATE GOVERNANCE

A detailed report on Corporate Governance and a Certificate from the Practicing Company Secretary regarding compliance with conditions of Corporate Governance as stipulated by Clause 49 of the Listing Agreement with the Stock Exchanges, have been furnished in the Annual Report and forms part of this report.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 217 (2AA) of the Companies Act, 1956 with respect to Director''s Responsibility Statement, your Directors certify as follows: -

(i) That in the preparation of the Annual Accounts for the financial year ended on 31st March, 2014, the applicable Accounting Standards have been followed.

(ii) That the directors have 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 as at 31st March , 2014 and of the profit & loss of the Company for the year under review.

(iii) That the directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

(iv) That the directors have prepared the Annual Accounts for the year ended 31st March, 2014 on a going concern basis.

DIRECTORS

In terms of Section 152(6) of the Companies Act, 2013 Mr. Arun Kumar Garg (holding DIN No. 00178582) director of the company is liable to retire by rotation at the ensuing Annual General Meeting of the Company and being eligible offer himself for re-appointment. The Board of Directors recommends his re-appointment as Director.

A brief resume of Directors recommended for appointment/ re-appointment as Director at the ensuing Annual General Meeting, nature of expertise in specific functional areas, and names of Companies in which he holds the directorship and the membership/ chairmanship of Committees of the Board, as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges, are given in section on Corporate Governance in this Annual Report.

Pursuant to the provisions of Section 149, 150,152 and other applicable provisions of Companies Act, 2013, the board has also recommends the appointment of Mr. Ravindra Singh (DIN 00429417) , Mr. Kuldeep Gupta (DIN 00915376) and Mr. Varun Saihgal (DIN 06512573) as Independent Directors of the Company whose term of office will be five consecutive year and the said appointment of Independent Directors will be effective from 25thSeptember, 2014 to 24th September 2019".

Board has also recommended the appointment of Mr.Satish Aggarwal as Manager of the Company for a period of five years and the said appointment of Mr. Satish Aggarwal as Manager will be effective from 25th September, 2014 to 24th September 2019".

CHANGE IN REGISTERED OFFICE OF THE COMPANY

The Company has shifted its Registered Office from 5-E, Rani Jhansi Road, Jhandewalan Extn., New Delhi - 110 055 to 503, Rohit House, 3, Tolstoy Marg, New Delhi - 110 001 with effect from 25th June, 2014.

AUDITORS

M/S P.BHOLUSARIA & CO., Chartered Accountants, Statutory Auditors of the Company having registration number 000468N retires at the ensuring Annual General Meeting and are eligible for re-appointment. The Company has received a certificate from the Statutory Auditors to the effect that their re-appointment, if made, would be within the limits prescribed under the Companies Act, 2013.

PARTICULARS OF EMPLOYEES

Provisions of Section 217(2A) of the Companies Act, 1956, read with Companies (Particulars of Employees) Rules, 1975 as amended from time to time is not applicable to the Company, since no employee of the Company was in receipt of the remuneration in excess of the limits as specified in the said rules.

SUBSIDIARY COMPANIES

The company does not have any Subsidiary Company.

LISTING OF SHARES

The Equity shares of the Company are listed on the Bombay Stock Exchange (BSE Limited) and Delhi Stock Exchange and the Company have applied to Delhi Stock Exchange in the current financial year for Voluntarily delisting the shares of the Company. DELISTING OF COMPANY''S EQUITY SHARES FROM THE DELHI STOCK EXCHANGE The Company is in principle approval from Delhi Stock Exchange for delisting of the Equity Shares of the Company from the Delhi Stock Exchange.

VOTING THROUGH ELECTRONIC MEANS

In order to promote the green initiative and in compliance with the provisions of Section 108 of the Companies Act, 2013 read with Rule 20 of the Companies (Management and Administration) Rules, 2014 and Clause 35B of the Listing Agreement the Company is pleased to provide members facility to exercise their rights to vote at the 22nd Annual General Meeting of the Company by electronic means and the business may be transacted through e-voting services provided by National Securities Depository limited (NSDL).

PUBLIC DEPOSITS

The Company has continued its policy for not accepting any public deposits during the year under review.

STATUTORY INFORMATION

As the Company''s operations do not involve any manufacturing or processing activities, the particulars as per the Companies (Disclosure of particulars in the report of Board of Directors) rules 1988, regarding conservation of energy and technology absorption is not applicable to the Company.

The company was no foreign exchange out-go or inflow during the year under review.

ACKNOWLEDGEMENTS

Your Directors would like to express their sincere appreciation for the co-operation patronage, assistance and guidance by their business associates, bankers and clients and other business constituents for their continued support throughout the year. Your Directors also sincerely acknowledge the significant contributions made by the employees through their dedicated services to the Company.

The Board would like to take this opportunity to express its gratitude to you all, partners in our enterprise, for your confidence, encouragement and unstinting support.

For & on Behalf of the Board of Directors VIJAY BHUSHAN DIRECTOR (DIN NO. 00002421) NISHA AHUJA Place : New Delhi DIRECTOR Date : 16.07.2014 (DIN No. 00001875)

Mar 31, 2013

The Directors have pleasure in presenting the 21stAnnual Report on the business and operations of your Company together with the Audited Accounts for the financial year ended March 31, 2013.

FINANCIAL HIGHLIGHTS

(Rs. In lacs) Particulars Fiscal year ended Fiscal Year ended March 31, 2013 March 31, 2012

Total Income 87.80 93.65

Profit before depreciation & Tax 52.10 58.00

Depreciation 1.28 1.34

Profit Before Tax 50.82 56.67

Provision for Taxation 9.23 9.99

Profit After Tax 41.59 46.67

Balance Profit B/F from earlier year 253.90 236.21

Profit available for appropriation 295.49 282.88

APPROPRIATION:

Transfer to Reserve Fund 8.32 9.33

Proposed Dividend 16.90 16.90

Provision for Dividend Tax 2.87 2.74

Profit C/F to Balance Sheet 267.40 253.90

DIVIDEND

The directors recommend dividend amounting to 50 Paisa per share (5%) for the financial year ended 31st March, 2013. If this recommendation is approved at the forthcoming Annual General Meeting, it would involve outflow (excluding dividend tax) of Rs. 16,90,200/-. Dividend tax will be subject to the applicable taxation rates.

FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Your Company''s performance in the financial year under review remained similar to the performance in the previous financial year. The profit after tax in the current financial year is Rs. 41.59 Lacs as compared to previous year''s profit after tax amounting to Rs. 46.67 Lacs. Despite worsening market conditions during the financial year under review the Company managed to maintain its net profitability as compared to the previous year''s performance.

Overall the trend for the domestic securities market remained bearish as the global portfolio investors are going light on the emerging markets. Besides high interest rate and inflation, the sovereign debt crisis in the Euro zone, the political turmoil in Middle East, crude oil prices hike, the Rupee weakness against the USD continued to threaten domestic growth.

Global concerns continued to put negative pressure in the Indian bourses during the year as the participation of the foreign institutional investors (FII) and portfolio investors remained eratic. The macro mood around the globe was sombre. The commodity markets were also volatile in view of the pressure on global commodity prices. Nevertheless the economy is expected to look up in the second half of the year. Management Discussion and Analysis of financial condition and results of operation of the Company for the year under review, as stipulated in Clause 49 of the Listing Agreement with the Stock Exchanges, are given as a separate statement in the Annual Report.

COMMODITY MARKET

The Company earned a brokerage on commodity exchange of Rs. 16.64 Lacs in the financial year under review as compared to 17.88 Lacs in the previous financial year. The management of the Company had strengthened the profitability from commodity trading segment and focused on managing costs and prudent use of capital. Your directors will continue to look for improvements in the business outlook for short and medium term and accordingly adjust its growth targets in the different segments of its business. With more experience in the line and prudent management of the commercial and financial risks, your directors aim at achieving higher returns from this activity in the years to come.

CORPORATE GOVERNANCE

A detailed report on Corporate Governance and a Certificate from the Practicing Company Secretary regarding compliance with conditions of Corporate Governance as stipulated by Clause 49 of the Listing Agreement with the stock exchanges, have been furnished in the Annual Report and forms part of this report.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 217 (2AA) of the Companies Act, 1956 with respect to Director''s Responsibility Statement, your Directors certify as follows: -

(i) That in the preparation of the annual accounts for the financial year ended 31st March, 2013, the applicable accounting standards have been followed.

(ii) That the directors have 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 as at 31st March , 2013 and of the profit or loss of the company for the year under review.

(iii) That the directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities.

(iv) That the directors have prepared the annual accounts for the year ended 31st March, 2013 on a going concern basis.

DIRECTORS

In terms of Section 256 of the Companies Act, 1956 Mr. Ravindra Singh and Mrs. Sant Kumari Agrawal, Directors of the company are liable to retire by rotation at the ensuing Annual General Meeting of the Company and being eligible offer themselves for re- appointment. The Board of Directors recommends their re-appointment as Directors. A brief resume of Directors recommended for appointment/ re-appointment as Director at the ensuing Annual General Meeting, nature of their expertise in specific functional areas , and names of companies in which they hold the directorship and the membership/ chairmanship of committees of the Board, as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges, are given in section on Corporate Governance in this Annual Report.

Mr. R.C. Mody, Director of the Company resigned from the Directorship of the Company w.e.f. 26th July, 2012. In terms of Section 262 of the companies act, 1956, Mr. Arun Kumar Garg has been appointed as a Director of the company w.e.f. 26th July, 2012 to fill in the casual vacancy.

In terms of the Articles of Association of the Company, your directors appointed Mr. Varun Saihgal as an additional Independent director of the Company with effect from 21st May, 2013. Mr. Varun Saihgal has the qualifications and experience required for the position of Independent Director. He is presently working as an Advisor, Board of Management VIT University, Vellore, Tamilnadu. Mr. Varun Saihgal holds office till the Annual General Meeting and is eligible for appointment. Notice has been received from a member signifying his intention to propose Mr. Varun Saihgal as an Independent Director. Details of his proposal are mentioned in the explanatory statement under section 173(2) of the Companies Act, 1956 covered under item No. 6 of the Notice of the 21st Annual General meeting. There are no other changes in the Composition of the Board of Directors of the Company.

AUDITORS

Your Company''s Statutory Auditors, M/S P.BHOLUSARIA & CO., Chartered Accountants, Delhi, holds office until the conclusion of the ensuing Annual General Meeting and is eligible for re-appointment. The Company has received a letter from them to the effect that their appointment, if made, would be within the prescribed limits under Section 224(1B) of the Companies Act, 1956. They are not otherwise disqualified within the meaning of sub-section (3) of Section 226 of the Companies Act, 1956, for such appointment.

PARTICULARS OF EMPLOYEES

Provisions of Section 217(2A) of the Companies Act, 1956, read with Companies (Particulars of Employees) Rules, 1975 as amended from time to time are not applicable to the Company, since no employee of the Company was in receipt of the remuneration in excess of the limits as specified in the said rules.

SUBSIDIARY COMPANIES

The company does not have any subsidiary company.

LISTING OF SHARES

The Equity shares of the Company continue to be listed on the Bombay Stock Exchange Limited (BSE) and the Delhi Stock Exchange Association Limited (DSE).

PUBLIC DEPOSITS

The Company has continued its policy for not accepting any public deposits during the year.

STATUTORY INFORMATION

As the Company''s operations do not involve any manufacturing or processing activities, the particulars as per The Companies (Disclosure of particulars in the report of Board of Directors) rules 1988, regarding conservation of energy and technology absorption are not applicable. The company had no foreign Exchange out-go or inflow during the year.

ACKNOWLEDGEMENTS

Your Directors would like to express their sincere appreciation for the co-operation patronage, assistance and guidance by their business associates, bankers and clients and other business constituents for their continued support throughout the year. Your Directors also sincerely acknowledge the significant contributions made by the employees through their dedicated services to the Company.

The Board would like to take this opportunity to express its gratitude to you all, partners in our enterprise, for your confidence, encouragement and unstinting support.

For & on Behalf of the Board of Directors VIJAY BHUSHAN

DIRECTOR

Place: New Delhi NISHA AHUJA

Date: July 26, 2013 DIRECTOR

Mar 31, 2012

The Directors have pleasure in presenting the 20th Annual Report on the business and operations of your Company together with the Audited Accounts for the financial year ended March 31, 2012.

FINANCIAL HIGHLIGHTS

(Rs. In lacs) Particulars Fiscal year Fiscal Year ended ended March 31, 2012 March 31, 2011

Total Income 93.65 90.19

Profit before depreciation & Tax 58.00 59.20

Depreciation 1.34 1.19

Profit Before Tax 56.67 58.01

Provision for Taxation 9.99 9.78

Profit After Tax 46.67 48.23

Balance Profit B/F from earlier year 236.21 217.27

Profit available for appropriation 282.88 265.50

APPROPRIATION:

Transfer to Reserve Fund 9.33 9.65

Proposed Dividend 16.90 16.90

Provision for Dividend Tax 2.74 2.74

Profit C/F to Balance Sheet 253.90 236.21

DIVIDEND

The directors recommend dividend amounting to 50 Paisa per share (5%) for the financial year ended 31st March, 2012. If this recommendation is approved at the forthcoming Annual General Meeting, it would involve outflow (excluding dividend tax) of Rs. 16,90,200/-. Dividend tax will be subject to the applicable taxation rates.

FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Your Company's performance in the financial year under review is similar to the performance in the previous financial year. In terms of profit after tax as its profit after tax in the current financial year is Rs. 46.67 Lacs as compared to previous year's profit after tax amounting to Rs. 48.23 Lacs. Despite worsening market conditions during the financial year under review the Company managed to maintain its net profitability as compared to the previous year's performance.

Overall the trend for the domestic market remained bearish as the global portfolio investors are going light on the emerging markets. Besides high interest rate and inflation, the sovereign debt crisis in the Euro zone, the political turmoil in Middle East, crude oil prices hike, the Rupee weakness against the USD continued to threaten domestic growth. Global concerns continued to put negative pressure in the Indian bourses during the year as the participation of the foreign institutional investors (FII) and portfolio investors remained thin. Strong bull conviction was the missing word in the domestic bourses. The macro mood around the globe was sombre. The commodity markets were also volatile in view of the pressure on global commodity prices. Nevertheless the economy is expected to look up in the second half of the year.

Management Discussion and Analysis of financial condition and results of operation of the Company for the year under review, as stipulated in Clause 49 of the Listing Agreement with the Stock Exchanges, are given as a separate statement in the Annual Report.

COMMODITY MARKET

The Company earned a brokerage on commodity exchange of Rs. 19.90 Lacs in the financial year under review as compared to 8.22 Lacs in the previous financial year reflecting growth potential in this sector. The management of the Company had strengthened the profitability from commodity trading segment and focused on managing costs and prudent use of capital.

Your directors will continue to look for improvements in the business outlook for short and medium term and accordingly adjust its growth targets in the different segments of its business. With more experience in the line and prudent management of the commercial and financial risks, your directors aimed at achieving higher returns from this activity in the years to come.

CORPORATE GOVERNANCE

A detailed report on Corporate Governance and a Certificate from the Practicing Company Secretary regarding compliance with conditions of Corporate Governance as stipulated by Clause 49 of the Listing Agreement with the stock exchanges, have been furnished in the Annual Report and forms part of this report.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 217 (2AA) of the Companies Act, 1956 with respect to Director's Responsibility Statement, your Directors certify as follows: -

(i) That in the preparation of the annual accounts for the financial year ended 31st March, 2012, the applicable accounting standards have been followed.

(ii) That the directors have 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 as at 31st March , 2012 and of the profit or loss of the company for the year under review.

(iii) That the directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities.

(iv) That the directors have prepared the annual accounts for the year ended 31st March, 2012 on a going concern basis.

DIRECTORS

In terms of Section 256 of the Companies Act, 1956 Mr. Kuldeep Gupta and Mr. Jogesh Ahuja, Directors of the company are liable to retire by rotation at the ensuing Annual General Meeting of the Company and being eligible offer themselves for re-appointment. The Board of Directors recommends their re-appointment as Directors.

A brief resume of Directors recommended for appointment/ re-appointment as Director at the ensuing Annual General Meeting , nature of their expertise in specific functional areas , and names of companies in which they hold the directorship and the membership/ chairmanship of committees of the Board, as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges, are given in section on Corporate Governance in this Annual Report.

Mr. R.C. Mody, Director of the Company resigned from the Directorship of the Company w.e.f. 26.07.2012. In terms of Section 262 of the companies act, 1956, Mr. Arun Kumar Garg has been appointed as a Director of the company w.e.f. 26.07.2012 to fill in the casual vacancy caused by the resignation of Mr. R.C. Mody.

The Board places on record its gratitude for the most invaluable contribution made by Mr. R. C. Mody during his long tenure on the Board of the Company. There are no other changes in the Composition of the Board of Directors of the Company.

AUDITORS

Your Company's Statutory Auditors, M/S P.BHOLUSARIA & CO., Chartered Accountants, Delhi, holds office until the conclusion of the ensuing Annual General Meeting and is eligible for re-appointment. The Company has received a letter from them to the effect that their appointment, if made, would be within the prescribed limits under Section 224(1B) of the Companies Act, 1956. They are not otherwise disqualified within the meaning of sub-section (3) of Section 226 of the Companies Act, 1956, for such appointment.

PARTICULARS OF EMPLOYEES

Provisions of Section 217(2A) of the Companies Act, 1956, read with Companies (Particulars of Employees) Rules, 1975 as amended from time to time are not applicable to the Company, since no employee of the Company was in receipt of the remuneration in excess of the limits as specified in the said rules.

SUBSIDIARY COMPANIES

The company does not have any subsidiary company.

LISTING OF SHARES

The Equity shares of the Company continue to be listed on the Bombay Stock Exchange Limited (BSE) and the Delhi Stock Exchange Association Limited (DSE).

PUBLIC DEPOSITS

The Company has continued its policy for not accepting any public deposits during the year.

STATUTORY INFORMATION

As the Company's operations do not involve any manufacturing or processing activities, the particulars as per The Companies (Disclosure of particulars in the report of Board of Directors) rules 1988, regarding conservation of energy and technology absorption are not applicable.

The company had no foreign Exchange out-go or inflow during the year.

ACKNOWLEDGEMENTS

Your Directors would like to express their sincere appreciation for the co-operation patronage, assistance and guidance by their business associates, bankers and clients and other business constituents for their continued support throughout the year. Your Directors also sincerely acknowledge the significant contributions made by all the employees for their dedicated services to the Company.

The Board would like to take this opportunity to express its gratitude to you all, partners in our enterprise, for your confidence, encouragement and unstinting support.

For & on Behalf of the Board of Directors VIJAY BHUSHAN DIRECTOR NISHA AHUJA DIRECTOR

Place: New Delhi Date : July 26, 2012

Mar 31, 2010

The Directors have pleasure in presenting the 18th Annual Report on the business and operations of your Company together with the Audited Accounts for the financial year ended March 31, 2010.

FINANCIAL HIGHLIGHTS

(Rs. In lacs)

Fiscal year ended Fiscal Year ended

March 31,2010 March 31,2009

Total Income 8753 63.60

Profit before depreciation & Tax 56.38 31.93

Depreciation 1.74 2.45

Profit Before Tax 54.64 29.48

Provision for Taxation 6.52 5.63

Profit After Tax 48.12 23.85

Balance Profit B/F from earlier year 194.54 19128

Profit available for appropriation 242.65 215.13

APPROPRIATION:

Transfer to Reserve Fund 9.62 4.77

Proposed Dividend 13.52 13.52

Provision for Dividend Tax 225 229 Profit C/F to Balance Sheet 217.27 194.54

DIVIDEND

The directors recommend dividend amounting to 40 Paisa per share (4%). If this recommendation is approved at the forthcoming Annual General Meeting, it would involve outflow (excluding dividend tax) of Rs.1352160/-. Dividend tax will be subject to the applicable taxation rates.

FINANCIAL CONDITION AND RESULTS OF OPERATIONS

In the past year, India has witnessed a stability returning to the financial market due to which, the year 2009-2010 began on an optimistic note and helped the Indian Financial Market in recovering back. The recovery was due to various factors such as post election rally, large buying by foreign institutional investors, concrete steps taken by regulators and government around the world & it overall affected Indian Financial markets including Stock Exchanges and Derivatives market. Your Companys performance showed remarkable improvement in terms of profit after tax as its profit doubled from Rs. 23.85 Lakhs in 2008- 2009 to Rs. 48.12 Lakhs in 2009-2010.

Your Company is also registered as Non-Banking Finance Company with the Reserve Bank of India. The Company has complied with all the provisions of Non Banking Financial (Non Deposit Accepting or Holding) Companies Prudential Norms (Reserve Bank) Directions, 2007. Management Discussion and Analysis of financial condition and results of operation of the Company for the year under review, as stipulated in Clause 49 of the Listing Agreement with the Stock Exchanges, are given as a separate statement in the Annual Report.

COMMODITY MARKET

The company earned a brokerage on commodity exchange of Rs. 2.77 Lacs in this year as compared to 4.12 Lacs in the previous financial year. The turnover on NCDEX was curtailed on account of restrictions placed on various commodities on account of sharp increase in their prices. However the company had obtained membership of Multi Commodity Exchange (MCX) in June 2008, which has large turnover in bullion, base metals and energy products. MCX enabled the company to retain its clients and also provide liquidity in the market as compared to NCDEX.

CORPORATE GOVERNANCE

A separate section on Corporate Governance and a certificate from the Auditors of the Company regarding compliance of conditions of Corporate Governance is enclosed herewith.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 217 (2AA) of the Companies Act, 1956 with respect to Directors Responsibility Statement, your Directors certify as follows: -

(i) In the preparation of the annual accounts for the financial year ended March 31,2010, the applicable accounting standards have been followed.

(ii) Your directors have 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 as at March 31, 2010 and of the profit of the company for the year under review.

(iii) Your directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities. (iv) Your directors have prepared the annual accounts of the Company on a going concern basis. DIRECTORS

Mr. Jogesh Ahuja and Mr. Ravindra Singh, Directors of the Company are liable to retire by rotation at the ensuing Annual General Meeting. These directors being eligible offer themselves for re-appointment. The Board of Directors recommends their re-appointment as Directors. AUDITORS

Your Companys Statutory Auditors, M/S P.BHOLUSARIA & CO., Chartered Accountants, Delhi, holds office until the conclusion of the ensuing Annual General Meeting and is eligible for re-appointment. The Company has received a letter from them to the effect that their appointment, if made, would be within the prescribed limits under Section 224(1 B) of the Companies Act, 1956. They are not otherwise disqualified within the meaning of sub-section (3) of Section 226 of the Companies Act, 1956, for such appointment. PARTICULARS OF EMPLOYEES

There are no employees in receipt of remuneration in excess of amount specified in section 217(2A) read with Companies (particulars of employees) rules 1975 as amended.

SUBSIDIARY COMPANIES

The company does not have any subsidiary company.

FIXED DEPOSITS

The Company has not accepted any fixed deposits during the year.

STATUTORY INFORMATION

The Companys (Disclosure of particulars in the report of Board of Directors) rules 1988, requires the disclosure of particulars regarding conservation of energy in Form A and technology Absorption in Form B prescribed by the rules. The requirement of Forms A and B are not applicable, as our company is not a manufacturing company. The company had no foreign Exchange out-go or inflow during the year.

ACKNOWLEDGEMENTS

Your Directors would like to express their sincere appreciation ior the co operation patronage, assistance and guidance by their business associates, bankers and clients and other business constituents for their continued support throughout the year. Your Directors, also sincerely acknowledge the significant contributions made by all the employees for their dedicated services to the Company.

The Board would like to take this opportunity to express its gratitude to you all, partners in our enterprise, for your confidence, encouragement and unstinting support.

For & on Behalf of the Board of Directors

VIJA BHUSHAN

DIRECTOR

Place : New Delhi NISHA AHUJA

Dated : July 29,2010 DIRECTOR

Disclaimer: This is 3rd Party content/feed, viewers are requested to use their discretion and conduct proper diligence before investing, GoodReturns does not take any liability on the genuineness and correctness of the information in this article