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BNR Udyog

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Directors Report Year End : Mar '15    Mar 13
 Dear Members,
 
 The Directors have pleasure in presenting before you the 21st Annual
 Report of the Company together with the Audited Statements of Accounts
 for the year ended 31st March, 2015.
 
 1. FINANCIAL SUMMARY/HIGHLIGHTS, OPERATIONS, STATE OF AFFAIRS:
 
 The performance during the period ended 31st March, 2015 has been as
 under.
 
                                                   Amount (Rs. in Lakhs)
 
 Particulars                                     2014-15        2013-14
 
 Total Income                                     280.30         361.36
 
 Total Expenditure                                243.77         280.71
 
 Profit before Tax                                 36.53          80.65
 
 Provision for Taxation                            (147)          26.05
 
 Profit after Tax                                  38.00          54.60
 
 Transfer to General Reserve                        1.00           2.00
 
 Profit available for appropriation                37.00          52.60
 
 Provision for Proposed Equity Dividend            36.10          35.10
 
 Balance Carried to Balance Sheet                   0.90          17.50
 
 During the year under review, the Company has recorded an income of Rs.
 280.30 Lakhs and profit of Rs. 38.00 Lakhs as against the income of Rs.
 361.36 Lakhs and profit of Rs. 54.60 Lakhs in the previous financial
 year ending 31-3-2014.
 
 The Board is of the view that the future of the Industry is bright and
 expect liberal Govt.  Policies.
 
 2. EVENTS SUBSEQUENT TO THE DATE OF FINANCIAL STATEMENTS:
 
 There were no material changes and commitments affecting financial
 position of the company between 31st March 2015 and the date of Board''s
 Report.
 
 3. CHANGE IN THE NATURE OF BUSINESS, IF ANY:
 
 During the period under review and the date of Board''s Report, there
 was no change in the nature of Business.
 
 4. DIVIDEND:
 
 Your Directors are pleased to recommend a Dividend of Re. 1/- per share
 on the Paid up Equity Share Capital of the Company in respect of the
 financial year 2014-15. The total outgo on account of dividend,
 inclusive of dividend tax stands at Rs. 36,10 lakhs, for which
 necessary provision has been made in the accounts.
 
 5. BOARD MEETINGS:
 
 The Board of Directors met 5 times respectively on 12.05.2014,
 26.05.2014, 30.07.2014, 14.11.2014and 12.02.2015 during this financial
 year.
 
 6. DIRECTORS AND KEY MANANGERIAL PERSONNEL:
 
 During the year under review, in accordance with the provisions of
 section 152 of the Companies Act, 2013, Mr.Kamal Narayan Rathi retires
 by rotation and being eligible offers himself for re- appointment.
 Further Mr. Sandeep Rathi was appointed as Chief Financial Officer
 (CFO) of the company with effect from 01.04.2014 and Mr. Kamal Narayan
 Rathi was re-appointed as a Managing director with effect from
 18.01.2015.
 
 Details of re-appointment /appointment of the director/CFO :
 
 Name of the Director    Mr. Kamal Narayan Rathi    Mr. Sandeep Rathi
 
 Date of Birth                       18/01/1957         08/04/1980
 
 Date of Appointment/                18.01.2015         01.04.2014
 Re-appointment
 
 Qualiifications                     B.Com.             MBA
 
 No. of Shares held in               17,37,634          1,35,774
 the Company
 
 Directorships held in               Nil                Nil
 other companies
 (excluding private
 limited and foreign
 companies)
 
 Positions held in                  Nil                 Nil
 mandatory committees
 of other companies
 
 
 6. POLICY FOR SELECTION OF DIRECTORS AND DETERMINING DIRECTORS''
 INDEPENDENCE
 
 1.  Scope:
 
 This policy sets out the guiding principles for the Nomination &
 Remuneration Committee for identifying persons who are qualified to
 become Directors and to determine the independence of Directors, in
 case of their appointment as independent Directors of the Company.
 
 2.  Terms and References:
 
 2.1 Director means a director appointed to the Board of a Company.
 
 2.2 Nomination and Remuneration Committee means the committee
 constituted in accordance with the provisions of Section 178 of the
 Companies Act, 2013 and clause 49 of the Equity Listing Agreement.
 
 2.3 Independent Director means a director referred to in sub-section
 (6) of Section 149 of the Companies Act, 2013 and Clause 49(U)(B) of
 the Equity Listing Agreement.
 
 3.  Policy:
 
 Qualifications and criteria
 
 3.1.1 The Nomination and Remuneration Committee, and the Board, shall
 review on annual basis, appropriate skills, knowledge and experience
 required of the Board as a whole and its individual members. The
 objective is to have a board with diverse background and experience
 that are relevant for the Company''s operations.
 
 3.1.2 In evaluating the suitability of individual Board member the NR
 Committee may take into account factors, such as:
 
 * General understanding of the company''s business dynamics, global
 business and social perspective;
 
 * Educational and professional background
 
 * Standing in the profession;
 
 * Personal and professional ethics, integrity and values;
 
 * Willingness to devote sufficient time and energy in carrying out
 their duties and responsibilities effectively.
 
 3.1.3 The proposed appointee shall also fulfil the following
 requirements;
 
 * shall possess a Director Identification Number;
 
 * shall not be disqualified under the companies Act, 2013;
 
 * shall Endeavour to attend all Board Meetings and Wherever he is
 appointed as a Committee Member, the Committee Meeting;
 
 * shall abide by the code of Conduct established by the company for
 Directors and senior Management personnel;
 
 * shall disclose his concern or interest in any company or companies or
 bodies corporate, firms, or other association of individuals including
 his shareholding at the first meeting of the Board in every financial
 year and thereafter whenever there is a change in the disclosures
 already made;
 
 * Such other requirements as may be prescribed, from time to time,
 under the companies Act, 2013, Equity listing Agreements and other
 relevant laws.
 
 3.1.4 The Nomination & Remuneration Committee shall evaluate each
 individual with the objective of having a group that best enables the
 success of the company''s business.
 
 3.2 Criteria of independence
 
 3.2.1 The Nomination & Remuneration Committee shall assess the
 independence of Director at time of appointment/ re-appointment and the
 Board shall assess the same annually. The Board shall re-assess
 determinations of independence when any new i interest or relationships
 are disclosed by a Director.
 
 3.2.2 The criteria of independence shall be in accordance with the
 guidelines of the companies Act, 2013 and Clause 49 of the Equity
 Listing Agreement.
 
 3.2.3 The independent Director shall abide by the code for independent
 Directors as specified in Schedule IV to the companies Act, 2013.
 
 3.3 other directorships/ committee memberships
 
 3.3.1 The Board members are expected to have adequate time and
 expertise and experience to contribute to effective Board performance
 Accordingly, members should voluntarily limit their directorships in
 other listed public limited companies in such a way that it does not
 interfere with their role as director of the company. The Nomination &
 Remuneration Committee shall take into account the nature of, and the
 time involved in a director service on other Boards, in evaluating the
 suitability of the individual Director and making its recommendations
 to the Board.
 
 3.3.2 A Director shall not serve as director in more than 20 companies
 of which not more than 10 shall be public limited companies.
 
 3.3.3 A Director shall not serve an independent Director in more than 7
 listed companies and not more than 3 listed companies in case he is
 serving as a whole-time Director in any listed company.
 
 3.3.4 A Director shall not be a member in more than 10 committee or act
 chairman of more than 5 committee across all companies in which he
 holds directorships.
 
 For the purpose of considering the limit of the committee, Audit
 committee and stakeholder''s relationship committee of all public
 limited companies, whether listed or not, shall be included and all
 other companies including private limited companies, foreign companies
 and companies under section 8 of the companies Act, 2013 shall be
 excluded.
 
 Remuneration policy for Directors, key managerial personnel and other
 employees
 
 1.  Scope:
 
 1.1 This policy sets out the guiding principles for the Nomination and
 Remuneration committee for recommending to the Board the remuneration 
 the directors, key managerial personnel and other employees of the
 company.
 
 2.  Terms and Reference:
 
 In this policy the following terms shall have the following meanings:
 
 2.1 Director means a directors appointed to the Board of the company.
 
 2.2 key managerial personnel means
 
 (i) The Chief Executive Officer or the Managing Director or the
 Manager;
 
 (ii) The Company Secretary;
 
 (iii) The Whole-Time Director;
 
 (iv) The Chief Finance Officer; and
 
 (v) Such other office as may be prescribed under the companies Act,
 2013
 
 2.3 Nomination and Remuneration committee means the committee
 constituted by Board in accordance with the provisions of section 178
 of the companies Act, 2013 and clause 49 of the Equity Listing
 Agreement.
 
 3.  Policy:
 
 3.1 Remuneration to Executive Director and key managerial personnel
 
 3.1.1 The Board on the recommendation of the Nomination and
 Remuneration (NR) committee shall review and approve the remuneration
 payable to the Executive Director of the company within the overall
 approved by the shareholders.
 
 3.1.2 The Board on the recommendation of the HRNR committee shall also
 review and approve the remuneration payable to the key managerial
 personnel of the company.
 
 3.1.3 The remuneration structure to the Executive Director and key
 managerial personnel shall include the following components:
 
 (i) Basic pay
 
 (ii) Perquisites and Allowances
 
 (iii) Stock Options
 
 (iv) Commission (Applicable in case of Executive Directors)
 
 (v) Retrial benefits
 
 (vi) Annual performance Bonus
 
 3.1.4 The Annual plan and Objectives for Executive committee shall be
 reviewed by the NR committee and Annual performance Bonus will be
 approved by the committee based on the achievement against the Annual
 plan and Objectives.
 
 3.2 Remuneration to Non - Executive Directors
 
 3.2.1 The Board, on the recommendation of the NR Committee, shall
 review and approve the remuneration payable to the Non - Executive
 Directors of the Company within the overall limits approved by the
 shareholders and as per the provisions of Companies Act, 2013.
 
 3.2.2 Non - Executive Directors shall be entitled to sitting fees
 attending the meetings of the Board and the Committees thereof.
 
 3.3. Remuneration to other employees
 
 3.3.1. Employees shall be assigned grades according to their
 qualifications and work experience, competencies as well as their roles
 and responsibilities in the organization. Individual remuneration shall
 be determined within the appropriate grade and shall be based on
 various factors such as job profile skill sets, seniority, experience
 and prevailing remuneration levels for equivalent jobs.
 
 7.  DECLARATION FROM INDEPENDENT DIRECTORS ON ANNUAL BASIS:
 
 The Company has received necessary declaration from each independent
 Director of the Company under Section 149(7) of the Companies Act, 2013
 that the Independent Directors of the Company meet with the criteria of
 their Independence laid down in Section 149(6). (Annexure II)
 
 8.  COMPOSITION OF AUDIT COMMITTEE:
 
 I. The Audit Committee of the Company is constituted in line with the
 provisions of Clause 49 of the Listing Agreements with the Stock
 Exchanges read with Section 177 of the Companies Act, 2013.
 
 II. The terms of reference of the Audit Committee include a review of
 the following:
 
 * Overview of the Company''s financial reporting process and disclosure
 of its financial information to ensure that the financial statements
 reflect a true and fair position and that sufficient and credible
 information is disclosed.
 
 * Recommending the appointment and removal of external auditors,
 fixation of audit fee and also approval for payment for any other
 services.
 
 * Discussion with external auditors before the audit commences, of the
 nature and scope of audit as well as post-audit discussion to ascertain
 any area of concern.
 
 * Reviewing the financial statements and draft audit report including
 quarterly / half yearly financial information.
 
 * Reviewing with management the annual financial statements before
 submission to the Board, focusing on:
 
 1. Any changes in accounting policies and practices;
 
 2.  Qualification in draft audit report;
 
 3.  Significant adjustments arising out of audit;
 
 4.  The going concern concept;
 
 5.  Compliance with accounting standards;
 
 6.  Compliance with stock exchange and legal requirements concerning
 financial statements and
 
 7.  Any related party transactions
 
 * Reviewing the company''s financial and risk management''s policies.
 
 * Disclosure of contingent liabilities.
 
 * Reviewing with management, external and internal auditors, the
 adequacy of internal control systems.
 
 * Reviewing the adequacy of internal audit function, including the
 audit character, the structure of the internal audit department,
 approval of the audit plan and its execution, staffing and seniority of
 the official heading the department, reporting structure, coverage and
 frequency of internal audit.
 
 * Discussion with internal auditors of any significant findings and
 follow-up thereon.
 
 * Reviewing the findings of any internal investigations by the internal
 auditors into the matters where there is suspected fraud or
 irregularity or a failure of internal control systems of a material
 nature and reporting the matter to the Board.
 
 * Looking into the reasons for substantial defaults in payments to the
 depositors, debenture holders, shareholders (in case of non-payment of
 declared dividends) and creditors.
 
 * Reviewing compliances as regards the Company''s Whistle Blower Policy.
 
 III. The previous Annual General Meeting of the Company was held on
 03.09.2014 and Chairman of the Audit Committee, attended previous AGM.
 
 IV.  The composition of the Audit Committee and the attendance of each
 member of the Audit Committee are given below:
 
 The Company has complied with all the requirements of Clause 49 (II)
 (A) of the Listing Agreement relatinq to the composition of the Audit
 Committee. During the financial year 2014-2015, (5) five meetings of
 the Audit Committee were held on the
 12.05.2014,26.05.2014,30.07.2014,14.11.2014 and 12.02.2015.
 
 The details of the composition of the Committee and attendance of the
 members at the meetings are given below:
 
 Name                    Designation    Category     No. of     No. of
                                                     meetings   meetings
                                                     held       attended
 
 Mr. J. Vikramdev Rao     Chairman      NED (I)        5         3
 
 Mr. T. Bharadwaj         Member        NED (I)        5         5
 
 Dr. Priyadarshini.M      Member        NED (I)        5         5
 
 IV. NOMINATION & REMUNERATION COMMITTEE
 
 The details of composition of the Committee are given below:
 
 Name                    Designation    Category     No. of     No. of
                                                     meetings   meetings
                                                     held       attended
 
 Mr. T. Bharadwaj         Chairman      NED (I)        4         4
 
 Mr. J. Vikramdev Rao     Member        NED (I)        4         3
 
 Dr. Priyadarshini. M     Member        NED (I)        4         4
 
 
 NED (I): Non-Executive Independent Director
 
 Terms of reference:
 
 The main term of reference of the Committee is to approve the
 fixation/revision of remuneration of the Managing Director/Executive
 Director of the Company and while approving:
 
 * To take into account the financial position of the Company, trend in
 the industry, appointee s qualification, experience, past performance,
 past remuneration etc.
 
 * To bring out objectivity in determining the remuneration package
 while striking a balance between the interest of the Company and the
 Shareholders.
 
 Remuneration Policy:
 
 The objectives of the remuneration policy are to motivate Directors to
 excel in their performance,
 
 recognize their contribution and retain talent in the organization and
 reward merit.
 
 The remuneration levels are governed by industry pattern,
 qualifications and experience of the
 
 Directors responsibilities shouldered, individual performance etc.
 
 The details of remuneration paid to the Executive and Non Executive
 Directors for the financial year 2014-2015 are given below:
 
 
 Name of the Director          Designation            Salary (Amt.in Rs)
 
 Mr. Kamal Narayan Rathi       Managing Director         7,92,464
 
 Mr. Sandeep Rathi             Executive Director        5,04,752
                               Cum CFO
 
 
 None of the Director is drawing any Commission, Perquisites, Retirement
 benefits etc
 
 V.  STAKEHOLDERS RELATIONSHIP COMMITTEE
 
 A.) Composition, meetings and the attendance during the year:
 
 The Details of composition of the Committee are given below:
 
 
 Name of the Director                    Designation          Category
 
 Mr. T. Bharadwaj                        Chairman               NED (I)
 
 Mr. J. Vikramdev Rao                    Member                 NED(I)
 
 Dr. Priyadarshini. M                    Member                 NED (I)
 
 Mr. Sandeep Rathi                       Member                 ED(P)
 
 NED (I) : Non Executive Independent Director ED : Executive Director
 
 
 B.) Powers:
 
 The Committee has been delegated with the following powers:
 
 * to redress shareholder and investor complaints relating to transfer
 of shares, Dematerialization of Shares, non-receipt of balance sheet,
 non-receipt of declared dividend etc.
 
 * to approve, transfer, transmission, and issue of duplicate / fresh
 share certificate(s)
 
 * Consolidate and sub-division of share certificates etc.
 
 * To redress, approve and dispose off any, other complaints,
 transactions and requests etc, received from any shareholder of the
 company and investor in general.
 
 The Board has delegated the power to process the transfer and
 transmission of shares to the Registrar and Share Transfer Agents, who
 process share transfers within a week of lodgement in the case of
 shares held in physical form.
 
 The Board has designated Mrs. Sonal Agarwal C.S, as the Compliance
 Officer.
 
 The Company has designated an exclusive e-mail ID called
 investor@bnrul.com for redressal of shareholders''
 complaints/grievances.
 
 9.  VIGIL MECHANISM:
 
 Vigil Mechanism Policy has been established by the Company for
 directors and employees to report genuine concerns pursuant to the
 provisions of section 177(9) & (10) of the Companies Act, 2013. The
 same has been placed on the website of the Company.
 
 10.  DIRECTOR''S RESPONSIBILITY STATEMENT:
 
 In pursuance of section 134 (5) of the Companies Act, 2013, the
 Directors hereby confirm that:
 
 (a) In the preparation of the annual accounts, the applicable
 accounting standards had been followed along with proper explanation
 relating to material departures;
 
 (b) The Directors had selected such accounting policies and applied
 them consistently and made judgments and estimates that are reasonable
 and prudent so as to give a true and fair view of the state of affairs
 of the company at the end of 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
 basis; and
 
 (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.
 
 (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.
 
 11. STATUTORY COMPLIANCE:
 
 The Company has complied with the required provisions relating to
 statutory compliance with regard to the affairs of the Company in all
 respects.
 
 12. UN PAID / UN CLAIMED DIVIDEND:
 
 In terms of the provisions of the Companies Act, the Company is obliged
 to transfer dividends which remain unpaid or unclaimed for a period of
 seven years from the declaration to the credit of the Investor
 education and Protection Fund established by the Central Government.
 Accordingly, the Members are hereby informed that the 7 years period
 for payment of the dividend pertaining to financial year 2007-2008 will
 expire on 24th September, 2015 and thereafter the amount standing to
 the credit in the said account will be transferred to the Investor
 Education and Protection Fund of the Central Government
 
 13. EXTRACT OF ANNUAL RETURN:
 
 As required pursuant to section 92(3) of the Companies Act, 2013 and
 rule 12(1) of the Companies (Management and Administration) Rules,
 2014, an extract of annual return in MGT 9 as a part of this Annual
 Report (FORMAT IN ANNEXURE I)
 
 14. AUDITORS:
 
 M/s Laxminiwas & Jain, Chartered Accountants, Hyderabad retire at the
 ensuing Annual General Meeting and is eligible for re-appointment. As
 required under the provisions of Section 139 of the Companies Act,
 2013, the Company has received a written consent from the auditors to
 their re-appointment and a certificate to the effect that their
 re-appointment, if made, would be in accordance with the Companies Act,
 2013 and the rules framed there under and that they have satisfied the
 criteria provided in Section 141 of the Companies Act, 2013.
 
 The Board recommends the re-appointment M/s Laxminiwas & Jain,
 Chartered Accountants, as the statutory auditors of the Company from
 the conclusion of this Annual General meeting till the conclusion of
 the next Annual General Meeting.
 
 15. INTERNAL AUDIT:
 
 M/s.P PKG & Co. Chartered Accountants, Hyderabad are the Internal
 Auditors of the Company.
 
 16. SECRETARIAL AUDIT:
 
 Pursuant to the provisions of Section 134(3) (f) & Section 204 of the
 Companies Act, 2013, Secretarial audit report as provided by M/s. S. S.
 Reddy & Associates, Practising Company Secretaries is annexed to this
 Report as annexure.
 
 The Board in its meeting held on 28.05.2015 recommended the
 re-appointment of M/s. S. S.  Reddy & Associates, Practising Company
 Secretaries as Secretarial Auditors for financial year 2015-16.
 
 QUALIFICATIONS IN AUDIT REPORTS:
 
 Explanations or comments by the Board on every qualification,
 reservation or adverse remark or disclaimer made
 
 (a) Statutory Auditors Report:
 
 The Board has duly reviewed the Statutory Auditor''s Report on the
 Accounts for the year ended March 31, 2015 and has noted that the same
 does not have any reservation, qualification or adverse remarks.
 However, the Board decided to further strengthen the existing system
 and procedures to meet all kinds of challenges and growth in the market
 expected in view of the robust capital market in the coming years.
 
 (b) Secretarial Audit Report:
 
 The Board has duly reviewed the Secretarial Audit Report on the
 Compliances according to the provisions of section 204 of the Companies
 Act 2013, and the same does not have any reservation, qualifications or
 adverse remarks.
 
 17. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
 OUTGO:
 
 The required information as per Sec.217(1) (e) of the Companies Act
 1956 is provided hereunder:
 
 A. Conservation of Energy:
 
 Your Company''s operations are not energy intensive. Adequate measures
 have been taken to conserve energy wherever possible by using energy
 efficient computers and purchase of energy efficient equipment.
 
 B. Technology Absorption:
 
 1. Research and Development (R&D): NIL
 
 2. Technology absorption, adoption and innovation: NIL
 
 C. Foreign Exchange Earnings and Out Go:
 
 Foreign Exchange Earnings: Rs.1,17,22,393/-
 
 Foreign Exchange Outgo: NIL
 
 18. DETAILS RELATING TO DEPOSITS, COVERING THE FOLLOWING:
 
 Your Company has not accepted any deposits falling within the meaning
 of Section 73, 74 & 76 of the Companies Act, 2013 read with the Rule
 8(v) of Companies (Accounts) Rules 2014, during the financial year
 under review.
 
 19. SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS:
 
 During the period under review there were no significant and material
 orders passed by the regulators or Courts or Tribunals impacting the
 going concern status and the company''s operations in future.
 
 20. DETAILS OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS:
 
 Your Company has well established procedures for internal control
 across its various locations, commensurate with its size and
 operations. The organization is adequately staffed with qualified and
 experienced personnel for implementing and monitoring the internal
 control environment. The internal audit function is adequately
 resourced commensurate with the operations of the Company and reports
 to the Audit Committee of the Board.
 
 21. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:
 
 The Company have duly complied with the provision of Section 186 of the
 Companies Act, 2013 and it has taken
 
 SECURED LOANS                      : NIL
 
 UNSECURED LOANS                    : NIL
 
 CURRENT/NON-CURRENT INVESTMENTS    : 2,15,44,524
 
 GUARANTEES                         : NIL
 
 SECURITIES EXTENDED                : NIL
 
 22. INSURANCE:
 
 The properties and assets of your Company are adequately insured
 
 23. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:
 
 The company has not given Loans, Guarantees or made any investments
 during the year under review.
 
 24. RISK MANAGEMENT POLICY:
 
 Your Company follows a comprehensive system of Risk Management. Your
 Company has adopted a procedure for assessment and minimization of
 probable risks. It ensures that all the risks are timely defined and
 mitigated in accordance with the well structured risk management
 process.
 
 25. CORPORATE SOCIAL RESPONSIBILITY POLICY:
 
 Since your Company does not have the net worth of Rs. 500 Crore or
 more, or turnover of Rs. 1000 Crore or more, or a net profit of Rs. 5
 Crore or more during the financial year, section 135 of the Companies
 Act, 2013 relating to Corporate Social Responsibility is not applicable
 and hence the Company need not adopt any Corporate Social
 Responsibility Policy.
 
 26. RELATED PARTY TRANSACTIONS:
 
 All related party transactions that were entered into during the
 financial year were in arms'' length basis and were in the ordinary
 course of business.
 
 As required under clause 49(viii) (A) (2) of the listing agreement, the
 Company has disclosed the Policy on dealing with related party
 transactions at website of the Company atwww.bnrul.com
 
 27. FORMAL ANNUAL EVALUATION:
 
 As per section 149 of the Companies Act, 2013 read with clause VII (1)
 of the schedule IV and rules made thereunder, the independent directors
 of the company had a meeting on 26.03.2015 without attendance of
 non-independent directors and members of management. In the meeting the
 following issues were taken up:
 
 (a) Review of the performance of non-independent directors and the
 Board as a whole;
 
 (b) Review of the performance of the Chairperson of the company, taking
 into account the views of executive directors and non-executive
 directors;
 
 (c) Assessing the quality, quantity and timeliness of flow of
 information between the company management and the Board that is
 necessary for the Board to effectively and reasonably perform their
 duties.
 
 The meeting also reviewed and evaluated the performance of
 non-independent directors. The company has 2 (two) non-independent
 directors namely: i.) Mr. Kamal Narayan Rathi - Managing Director
 
 ii.) Mr. Sandeep Rathi -Executive Director cum CFO. The meeting
 recognized the significant contribution made by Mr. Kamal Narayan Rathi
 and Mr. Sandeep Rathi, non- independent directors in the shaping up of
 the company and putting the company on accelerated growth path. They
 devoted more time and attention to bring up the company to the present
 level.
 
 The meeting also reviewed and evaluated the performance of the Board as
 a whole in terms of the following aspects:
 
 * Preparedness for Board/Committee meetings - Attendance at the
 Board/Committee meetings
 
 * Guidance on corporate strategy, risk policy, corporate performance
 and overseeing acquisitions and disinvestments.
 
 * Monitoring the effectiveness of the company''s governance practices
 
 * Ensuring a transparent board nomination process with the diversity of
 experience, knowledge, perspective in the Board.
 
 * Ensuring the integrity of the company''s accounting and financial
 reporting systems, including the independent audit, and that
 appropriate systems of control are in place, in particular, systems for
 financial and operational control and compliance with the law and
 relevant standards.
 
 It was noted that the Board Meetings have been conducted with the
 issuance of proper notice and circulation of the agenda of the meeting
 with the relevant notes thereon.
 
 28. DISCLOSURE ABOUT COST AUDIT:
 
 Cost Audit is not applicable to the Company.
 
 29. RATIO OF REMUNERATION TO EACH DIRECTOR:
 
 Under section 197(12) of the Companies Act, 2013, and Rule 5(1 )(2) &
 (3) of the Companies (Appointment & Remuneration) Rules, 2014, a
 remuneration of Rs. 75,000/- p.m is being paid to Mr. Kamal Narayan
 Rathi, Managing Director of the Company.
 
 30. LISTING WITH STOCK EXCHANGES:
 
 The Company confirms that it has paid the Annual Listing Fees for the
 year 2015-2016 to Bombay Stock Exchange Limited where the Company''s
 Shares are listed.
 
 31. CORPORATE GOVERNANCE AND SHAREHOLDERS INFORMATION:
 
 Since the paid up capital of the Company is less than Rs. 10 Crores and
 Net worth of the Company is less than Rs. 25 Crores, Corporate
 Governance is Not Applicable.
 
 32. INDUSTRY BASED DISCLOSURES AS MANDATED BY THE RESPECTIVE LAWS
 GOVERNING THE COMPANY
 
 The Company is not a NBFC, Housing Company etc., and hence Industry
 based disclosures is not required.
 
 33. SECRETARIAL STANDARDS EVENT BASED DISCLOSURES
 
 During the year under review, the Company has not taken up any of the
 following activities:
 
 1. Issue of sweat equity share:                                    NA
 
 2.  Issue of shares with differential rights:                      NA
 
 3.  Issue of shares under employee''s stock option scheme:          NA
 
 4.  Disclosure on purchase by company or giving of loans
 by it for purchase of its shares:                                  NA
 
 5. Buy back shares:                                                NA
 
 6. Disclosure about revision:                                      NA
 
 7.  Preferential Allotment of Shares:                              NA
 
 34.  DISCLOSURE UNDER THE SEXUAL HARRASMENT OF WOMEN AT WORKPLACE
 (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013
 
 The Company has in place an Anti Sexual Harassment Policy in line with
 the requirements of the Sexual Harassment of women at work place
 (Prevention, Prohibition and Redressal) Act, 2013, Internal Complaint
 Committee (ICC) has been set up to redress complaints received
 regarding sexual harassment. All employees are covered under this
 policy.
 
 The following is the summary of Sexual Harrasment complaints received
 and disposed during the calander year.
 
 No. of Complaints received       Nil
 
 No. of Complaints disposed off   Nil
 
 35.  SUBSIDIARY COMPANY:
 
 The Company does not have any Subsidiary at the end of the Financial
 year.
 
 DECLARATION BY DIRECTOR OF AFFIRMATION BY DIRECTORS AND SENIOR
 MANAGEMENT PERSONNEL OF COMPLIANCE WITH THE CODE OF CONDUCT:
 
 The Shareholders,
 
 I, Kamal Narayan Rathi, Managing Director of the Company do hereby
 declare that the directors and senior management of the Company have
 exercised their authority and powers and discharged their duties and
 functions in accordance with the requirements of the code of conduct as
 prescribed by the company and have adhered to the provisions of the
 same.
 
                                 For and on behalf of the Board,
 
                                 BNR Udyog Limited
 
                                       sd/-                 sd/-
 
 Place : Hyderabad            Kamal Narayan Rathi       T. Bhardwaj
 Date : 04-08-2015            Managing Director         Director
                              DIN: 00011549             DIN: 00211834
 
 
 
Source : Dion Global Solutions Limited
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