DIRECTOR'S REPORT The Members, BERVIN INVESTMENT & LEASING LIMITED Your Directors have pleasure in presenting their 25th Annual Report on the business and operations of the Company and the accounts for the Financial Year ended March 31, 2015. 2. SHARE CAPITAL The paid up Equity Share Capital as at March 31, 2015 stood at Rs 5,89,81,000/- (Rupees Five crore Eighty Nine Lakhs and Eighty One Thousand Only/-). During the year under review the Company has not issued any fresh share capital. (a) BUY BACK OF SECURITIES The Company has not bought back any of its Securities during the year under review. (b) SWEAT EQUITY The company has not issued any sweat equity shares during the year under review. (c) BONUS SHARES No Bonus shares were issued during the year under review. Id) EMPLOYEE STOCK OPTION PLAN The Company has not provided any stock scheme to the employee. 3. DIVIDEND No Dividend was declared for the current Financial Year due to insufficient profit. 4. RESERVES: During the year under review no amount was transferred to any reserves. 5. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND The provision of section 205C of the Companies Act, 1956 do not apply as the Company has not declared any dividend in the past. 6. CHANGE IN THE NATURE OF BUSINESS: There is No Change in nature of Business as compared to last financial year. 7. CHANGE IN THE NAME AND REGISTERED OFFICE OF THE COMPANY: There is no change in the Name of the Company and Registered Office Address of the Company. 8. MATERIAL CHANGES AND COMMITMENT AFFECTING FINANCIAL POSITION: There are no material changes and commitments, affecting the financial position of the company which has occurred between the end of the financial year i.e. March 31st, 2015 and the date of the Directors' report. 9. SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS There are no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and company's operations in future: 10. SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANIES: The Company has no subsidiaries, joint ventures and associate companies. 11. DEPOSITS The company has neither accepted nor renewed any deposits during the financial year under review. 12. EXPLANATION OR COMMENTS ON QUALIFICATIONS. RESERVATIONS OR ADVERSE REMARKS OF DISCLAIMERS MADE BY THE AUDTIORS AND THE PRACTICING COMPANY SECRETARY IN THEIR REPORT: The Auditors' Report does not contain any qualification, reservation or adverse remark. The Secretarial Audit Report issued by Mrs. Manisha Gupta, Practising Company Secretary have the following qualification, reservation or adverse remark: 1. The Company has not appointed Managing Director and Chief Financial Officer in accordance of the requirement of Section 203 of Companies act, 2013 read with Rule 8 of Companies (Appointment and remuneration of managerial personnel) Rules, 2014. 13. DISCLOSURE OF COMPOSITION OF AUDIT COMMETTEE AND PROVIDING VIGIL MECHANISM The Provisions of Section 177 of the Companies Act, 2013 read with Rule 6 and 7 of the Companies (Meeting of the Board and its powers) Rule, 2014 is not applicable to the Company. The Audit Committee continued working under Chairmanship of Mr. A. C. Rekhi with Mr. S. K. Murgai as co-members. During the year, the sub-committee met on seven occasions with full attendance of all the members. 14. STATUTORY AUDITORS M/s Krishan K Gupta & Co., Chartered Accountants, as appointed as statutory auditors of the Company for a period of one year in the Annual General Meeting held on 30.09.2014 their continuance of appointment. The Company has received a certificate frorrhe above Auditors to the effect that if they are reappointed, it would be in accordance with the provisions of Section 141 of the Companies Act, 2013 15. EXTRACT OF THE ANNUAL RETURN The extract of the annual return in Form No. MGT- 9 pursuant to the provisions of the sectior 92 read with Rule 12 of the Companies (Management and Administration) Rule, 2014 is furnished in Annexure-'l" and attached to the report. 16. CONSERVATION OF ENERGY. RESEARCH AND DEVELOPMENT. TECHNOLOGY ABSORPTION. FOREIGN EXCHANGE EARNINGS AND OUTGO: Since the Company has no manufacturing activity, directors are not required to report on "Conservation of Energy", "Research and Development" and "Technology Absorption". Further, there was no Foreign Exchange earnings and outgo during the year under review. 17. DIRECTORS AND KEY MANAGERIAL PERSONNEL: Mr. V. K. Berlia, Director retires by rotation at the forthcoming Annual General Meeting and being eligible, offer himself for reappointment. 18. NO. OF BOARD MEETINGS: Pursuant to Section 173 (1) of the Companies Act, 2013, Seven meetings of Board of Directors were held in the year ended 31st March, 2015. 28-04-2014 26-08-2014 24-01-2015 18-06-2014 19-09-2014 28-07-2014 28-10-2014 19. PARTICULARS OF LOANS. GUARANTEES OR INVESTMENTS: Loans, guarantees and investments covered under Section 186 of the Companies Act, 2013 form part of the notes to the financial statements provided in this Annual Report. 20. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES: The Company has not entered into any contracts/arrangements with the Related Parties for the year under review. Thus the provisions of Section 188 of the Companies Act, 2013 are not attracted. Thus disclosure in Form AOC-2 is not required. Further, there are no material related party transactions during the year under review with the Promoters, Directors or Key Managerial Personnel. 21. RISK MANAGEMENT POLICY. INTERNAL CONTROL SYSTEM AND ITS ADEQUACY: The company does not have any risk management policy in place, however there is generally an adequate internal control procedure commensurate with the size of the company and nature of the Business. Further no element of risk was identified which in the opinion of the Board may threaten the existence of the Company. 22. Board Evaluation The evaluation framework for assessing the performance of Directors comprises of the following key areas: i. Attendance of Board Meetings and Board Committee Meetings ii. Quality of contribution to Board deliberations iii. Strategic perspectives or inputs regarding future growth of Company and its performance iv. Providing perspectives and feedback going beyond information provided by the management v. Commitment to shareholder and other stakeholder interests The evaluation involves Self-Evaluation by the Board Member and subsequently assessment by the Board of Directors. A member of the Board will not participate in the discussion of his/her evaluation. 23. DECLARATION OF INDEPENDENT DIRECTORS: A declaration by Independent Directors that they met the criteria of independence as provided in sub section (6) of section 149 of the companies Act, 2013 have been provided by directors. 24. DETAILS OF POLICY DEVELOPED AND IMPLEMENTED BY COMPANY ON ITS CORPORATE SOCIAL RESPONSIBILITY INITIATIVES: The Company has not developed and implemented any corporate Social Responsibility initiatives as the said provisions are not applicable. DIRECTORS' RESPONSIBILITY STATEMENT: Pursuant to Section 134 (5) of the Companies Act, 2013, the Directors 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 as at March 31st, 2015 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 devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively. 25. DISCLOSURE ABOUT COST AUDIT As per the Cost Audit Orders, Cost Audit is not applicable to the Company. 26. LISTING WITH STOCK EXCHANGES: The shares of the company are listed at Delhi Stock Exchange Limited, DSE House, 3/1, Asaf Ali Road, New Delhi-110002. and Bombay Stock Exchange Ltd., Phiroze Jeejeebhoy Towers, Dalai Street, Mumbai-400001. The Annual Listing fee is being paid. 27. OBLIGATION OF COMPANY UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION. PROHIBITION AND REDRESSAL) ACT. 2013 In order to prevent sexual harassment of women at work place a new act The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 has been notified on 9th December, 2013. Under the said Act every company is required to set up an Internal Complaints Committee to look into complaints relating to sexual harassment at work place of any women employee. Company has not adopted a policy for prevention of Sexual Harassment of Women at workplace and has not set up Committee for implementation of said policy as there are no employees in the company during the year. 28. CORPORATE GEVERNANCE CERTIFICATE The Compliance certificate from the auditors regarding compliance of conditions of corporate governance as stipulated in Clause 49 of the Listing agreement is annexed with the report. 29. ACKNOWLEDGEMENTS: Your Directors wish to place on record their sincere thanks to all for their continued support extended your companies activities during the year under review. Your Directors also acknowledge gratefully the shareholders for their support and confidence reposed on you company. FOR ON BEHALF OF BOARD OF DIRECTORS BERVIN INVESTMENT & LEASING LIMITED V. K. BERLIA Director (DIN : 00196774) S. K. MURGAI Director (DIN : 00040348) PLACE : NEW DELHI DATE : APRIL 27, 2015 |