board of directors › financials › 2016_annual... · mrs. jayshree h. shah director auditors...
Post on 25-Jun-2020
1 Views
Preview:
TRANSCRIPT
BridgeSecurities Limited
21st
ANNUAL REPORT - 2015-2016
BRIDGE SECURITIES LIMITED ANNUAL REPORT 2015-16
--------------------------------------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------
WE BRIDGE THE GAP P a g e | 1
BOARD OF DIRECTORS
Mr. Pragnesh R. Shah Chairman & Mg. Director
Mr. Bharatkumar R. Shah Director
Mr. Dashrath Thakkar Director
Mr. Hemant P. Shah Director
Mrs. Jayshree H. Shah Director
AUDITORS
M/s. Ashvin K. Yagnik & Co.
Ahmedabad.
BANKERS
Vijaya Bank – Navrangpura Branch, Ahmedabad
HDFC Bank – Navrangpura Branch, Ahmedabad
REGISTRAR & SHARE TRANSFER AGENT
M/S. Link Intime India Pvt. Ltd
303, SHOPPER’S PLAZA- V,
OPP MUNCIPAL MARKET, OFF C G ROAD,
NAVRANGPURA , AHMEDABAD -380009
PH NO. 079-26465179
Email : anand.padh@linkintime.co.in
REGISTERED OFFICE
17, Suhasnagar Society,
Near Dinesh Hall, Ashram Road,
Ahmedabad – 380 009
Tele/Fax – 079 – 26578808
Email – bridgesecurities@yahoo.co.in
CIN – L67120GJ1994PLC023772
Website – www.bridgesecurities.in
BRIDGE SECURITIES LIMITED ANNUAL REPORT 2015-16
--------------------------------------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------
WE BRIDGE THE GAP P a g e | 2
NOTICE
NOTICE IS HEREBY GIVEN THAT 21ST ANNUAL GENERAL MEETING OF THE
MEMBERS OF BRIDGE SECURITIES LIMITED WILL BE HELD ON SATURDAY, 24TH
DAY OF SEPTEMBER, 2016 AT 4:30 P.M. AT RADHE UPVAN, NR. RUTURAJ
FOUNDATION CLUB, HATHIJAN, MEHMEDABAD ROAD; AHMEDABAD TO
TRANSACT THE FOLLOWING BUSINESS:-
ORDINARY BUSINESS
1. To receive, consider, approve and to adopt the audited Balance Sheet as at 31st
March, 2016, Profit & Loss Account for the year ended on that date together with
the Reports of Board of Directors & Auditors thereon.
2. To appoint a Director in place of Shri Pragnesh Ratilal Shah (DIN: 00144888)
who retires by rotation and being eligible, offers himself for reappointment.
3. To consider and if thought fit, to pass with or without modification, the following
resolution as an Ordinary Resolution:
“RESOLVED THAT pursuant to the Provisions of Section 139(1) and other
applicable Provisions, if any, of the Companies Act, 2013, M/s. ASHWIN K. YAGNIK
& CO., Chartered Accountants (Registration No. 100710W), be and are hereby
re-appointed as Statutory Auditors of the Company to hold office for a period of
1(One) year from the conclusion of this Annual General Meeting till the conclusion of
the next Annual General Meeting of the Company at such remuneration to be
decided by and between the Statutory Auditors and the Board of Directors of the
Company.
SPECIAL BUSINESS
4. To appoint Shri Hemant Pravinchandra Shah (DIN: 02040564) as an
independent Director and in this regard to consider and if thought fit, to pass with or
without modification(s), the following resolution as an Ordinary Resolution:-
“RESOLVED THAT pursuant to the provisions of Sections 149, 152 read with
Schedule IV and all other applicable provisions of the Companies Act, 2013 and the
Companies (Appointment and qualification of Directors) Rules, 2014 (including any
statutory modification(s) or re-enactment thereof for the time being in force) and
Regulation-25 of the SEBI (LODR) Regulations, 2015; Shri Hemant
Pravinchandra Shah (DIN: 02040564), in respect of whom the Company has
received a notice in writing under Section 160 of the Companies Act, 2013 from a
member proposing his candidature for the office of Director be and is hereby
appointed as an independent Director of the Company to hold office for 3 (Three)
consecutive years for a term up to the conclusion of the Annual General Meeting of
the Company in the calendar year 2019”
BRIDGE SECURITIES LIMITED ANNUAL REPORT 2015-16
--------------------------------------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------
WE BRIDGE THE GAP P a g e | 3
5. To appoint Smt. Jayshreeben H Shah (DIN: 02275343) as an independent
Director and in this regard to consider and if thought fit, to pass with or without
modification(s), the following resolution as an Ordinary Resolution:-
“RESOLVED THAT pursuant to the provisions of Sections 149, 152 read with
Schedule IV and all other applicable provisions of the Companies Act, 2013 and the
Companies (Appointment and qualification of Directors) Rules, 2014 (including any
statutory modification(s) or re-enactment thereof for the time being in force) and
Regulation-25 of the SEBI (LODR) Regulations,2015, Smt. Jayshreeben H Shah
(DIN: 02275343), in respect of whom the Company has received a notice in
writing under Section 160 of the Companies Act, 2013 from a member proposing his
candidature for the office of Director be and is hereby appointed as an independent
Director of the Company to hold office for 3 (Three) consecutive years for a term up
to the conclusion of the Annual General Meeting of the Company in the calendar
year 2019”
6. To consider and if thought fit, to pass with or without modification, the following
Resolution as an Special Resolution:
CHANGE OF PLACE OF KEEPING AND INSPECTION OF REGISTER AND INDEX
OF MEMBERS, RETURNS, ETC
“RESOLVED THAT pursuant to the provisions of Section 94, other applicable
provisions, if any, of the Companies Act, 2013 and the rules made there under
(including any statutory modification(s) or re-enactment(s) thereof for the time
being in force), and consent of the members of the Company be and is hereby
accorded for maintenance of the Register and Index of Members, Register and
Index of Debenture holders and copies of all Annual Returns under Section 92 of
the Companies Act, 2013 together with the copies of certificates and documents
required to be annexed thereto or any other documents as may be required, at
the office of M/s Link Intime India Private Limited, Unit No 303, 3rd Floor,
Shoppers Plaza V, Opp Municipal Market, Behind Shoppers Plaza II, Off C G Road,
Ahmedabad – 380009, the Company’s Registrar and Transfer Agent, or at such
other place within Ahmedabad city and or any other its office or place within the
Ahmedabad city, instead of Registered office of the Company.
“RESOLVED FURTHER THAT any one of the directors of the company , be and is
hereby authorized to settle any question, difficulty or doubt, that may arise in
giving effect to this resolution and to do all such acts and things as may be
necessary, expedient and desirable for the purpose of giving effect to this
resolution.
By order of the Board of Directors
BRIDGE SECURITIES LIMITED
PRAGNESH R SHAH
CHAIRMAN & MANAGING DIRECTOR
DIN: 00144888
BRIDGE SECURITIES LIMITED ANNUAL REPORT 2015-16
--------------------------------------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------
WE BRIDGE THE GAP P a g e | 4
Registered Office:
17, SUHAS NAGAR SOCIETY,
NR DINESH HALL ASHRAM ROAD,
AHMEDABAD-380009
Dated: 28/05/2016
Place: Ahmedabad
Notes:
1. Statement pursuant to Section 102(1) of the Companies Act 2013, relating the special
business Members are requested to send their queries, if any at least 10 days before the
date of the meeting so that to be transacted at the Meeting is annexed hereto.
2. A member entitled to attend and vote is entitled to appoint a proxy to attend and vote
instead of himself and the proxy need not be a member. Proxies in order to be effective
must be received by the company not later than forty eight (48) hours before the
meeting. Proxies submitted on behalf of limited companies, societies, etc., must be
supported by appropriate resolutions/authority, as applicable.
A person can act as proxy on behalf of Members not exceeding fifty (50) and holding in
the aggregate not more than 10% of the total share capital of the Company. In case a
proxy is proposed to be appointed by a Member holding more than 10% of the total
share capital of the Company carrying voting rights, then such proxy shall not act as a
proxy for any other person or shareholder.
3. The members are requested to intimate their change of address, if any, immediately to
the Company & its Registrar and Transfer Agent (RTA) Viz. M/s Link Intime India Private
Limited, Unit No 303, 3rd Floor, Shoppers Plaza V, Opp Municipal Market, Behind
Shoppers Plaza II, Off C G Road, Ahmedabad – 380009, quoting their Folio No. or Client
ID No.
4. In case of joint holders attending the Meeting, only such joint holder who is higher in the
order of names will be entitled to vote at the Meeting.
5. Relevant documents referred to in the accompanying Notice and the Statement is open
for inspection by the members at the Registered Office of the Company on all working
days, except Saturdays, during business hours up to the date of the Meeting.
6. Corporate Members intending to send their authorized representatives to attend the
Meeting pursuant to Section 113 of the Companies Act, 2013 are requested to send to
the Company, a certified copy of the relevant Board Resolution together with their
respective specimen signatures authorizing their representative(s) to attend and vote on
their behalf at the Meeting.
7. Information relating to the Directors proposed to be appointed and those retiring by
rotation and seeking re-appointment at this Meeting, as required under Regulation 36(3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, is
annexed to this Notice.
BRIDGE SECURITIES LIMITED ANNUAL REPORT 2015-16
--------------------------------------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------
WE BRIDGE THE GAP P a g e | 5
Name Mr. Pragnesh
Ratilal
Mr. Hemant P Shah Mrs.
Jayshreeben
H Shah
Date of Birth 30/07/1956 22/11/1956 12/01/1956
DIN No. 00144888 02040564 02275343
No. of Equity
Shares held in the
Company
946451 0 0
Relationship with
other Directors/
Manager/KMP
Promoter Independent Independent
Education
Qualification
BACHELOR DEGREE
IN COMMERCE
BACHELOR OF
COMMERCE & L.L.B
BACHELOR OF
ARTS & B.ED
Profile &
Expertise in
Specific functional
Areas
Experience in the
field of capital market
operations, stock
broking, investments
and financial
consultancy for more
than 35 years. He is
also broker member
of Vadodara stock
exchange ltd. and
duly registered with
SEBI. He is involved
in the share and
stock business from a
very young age as
the same had been
inherited from his
father late Ratilal s
shah who was a
member of the
Ahmedabad stock
exchange. Overall a
first generation
promoter with lot of
experience on his
hand.
Mr.Hemant Shah aged
about 50 years has
qualified in commerce
and law and he has
enough knowledge of
legal matters and
accounts which helps
the company in its
growth.
Mrs. Jayshree
Shah aged
about 49
years has
immense
understanding
of how to
manage the
admin
department &
also she
understands
and supports
the vision of
the company.
List of other
Directorship
/Committee
NIL
NIL
NIL
BRIDGE SECURITIES LIMITED ANNUAL REPORT 2015-16
--------------------------------------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------
WE BRIDGE THE GAP P a g e | 6
membership in
other Public
Companies as on
31st March, 2016.
Terms and
Conditions of
appointment or
re-appointment
Executive Director,
liable to retire by
rotation
Independent
Director, not liable to
retire by rotation
Independen
t Director, not liable to
retire by rotation
8. Members are requested to bring their attendance slip along with their copy of Annual
Report to the Meeting
9. The Securities and Exchange Board of India (SEBI) has mandated the submission of
Permanent Account Number (PAN) to every participant in securities market. Members
holding shares in electronic form are, therefore requested to submit their PAN to their
depository participants with whom they are maintaining their demat accounts. Members
holding shares in physical form can submit their PAN to the Company/ Link Intime.
10. Members who have not registered their e-mail addresses so far are requested to register
their email address for receiving all communication including Annual Report, Notices,
Circulars, etc. from the Company electronically.
11. Pursuant to the Provisions of Section 91 of Companies Act, 2013, The Register of
Members and Share Transfer Books of the Company will remain closed from 18th Day of
September, 2016 to 24th Day of September, 2016 (both days inclusive) for the purpose
of Annual General Meeting of the Company.
12. SHAREHOLDER INSTRUCTIONS FOR E-VOTING
The instructions for shareholders voting electronically are as under:
i. The voting period begins on Wednesday, 21st September, 2016 at 09:00 a.m. and
ends on Friday, 23rd September, 2016 at 05:00 p.m. During this period
shareholders’ of the Company, holding shares either in physical form or in
dematerialized form, as on the cut-off date (record date) of 17th September,
2016, may cast their vote electronically. The e-voting module shall be disabled by
CDSL for voting thereafter.
ii. The shareholders should log on to the e-
Voting websitewww.evotingindia.com during the voting period
iii. Click on “Shareholders” tab.
iv. Now, select the “COMPANY NAME” from the drop down menu and click on
“SUBMIT”
BRIDGE SECURITIES LIMITED ANNUAL REPORT 2015-16
--------------------------------------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------
WE BRIDGE THE GAP P a g e | 7
v. Now Enter your User ID
a. For CDSL: 16 digits beneficiary ID,
b. For NSDL: 8 Character DP ID followed by 8 Digits Client ID,
c. Members holding shares in Physical Form should enter Folio Number registered
with the Company.
vi. Next enter the Image Verification as displayed and Click on Login.
vii. If you are holding shares in demat form and had logged on
to www.evotingindia.com and voted on an earlier voting of any company, then
your existing password is to be used.
viii. If you are a first time user follow the steps given below:-
For Members holding shares in Demat Form and Physical Form
PAN: Enter your 10 digit alpha-numeric *PAN issued by Income Tax Department
(Applicable for both demat shareholders as well as physical shareholders)
· Members who have not updated their PAN with the Company/Depository
Participant are requested to use the first two letters of their name and the 8 digits
of the sequence number in the PAN Field.
· In case the sequence number is less than 8 digits enter the applicable number of
0’s before the number after the first two characters of the name in CAPITAL
letters. E.g. If your name is Ramesh Kumar with sequence number 1 then enter
RA00000001 in the PAN Field.
DOB: Enter the Date of Birth as recorded in the demat account or in the company
records for the said demat account or folio in dd/mm/yyyy format.
Please enter the DOB or Dividend Bank Details in order to login. If the details are not
recorded with the depository or company please enter the member id / folio number in
the Dividend Bank details field as mentioned in instruction (v).
Dividend: Enter the Dividend Bank Details as recorded in the demat account or in the
Bank-details Company records for the said demat account or folio.
ix. After entering these details appropriately, click on “SUBMIT” tab.
x. Members holding shares in physical form will then directly reach the Company
selection screen. However, members holding shares in demat form will now
reach ‘Password Creation’ menu wherein they are required to mandatorily enter
their login password in the new password field. Kindly note that this password is
to be also used by the demat holders for voting for resolutions of any other
company on which they are eligible to vote, provided that company opts for e-
voting through CDSL platform. It is strongly recommended not to share your
BRIDGE SECURITIES LIMITED ANNUAL REPORT 2015-16
--------------------------------------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------
WE BRIDGE THE GAP P a g e | 8
password with any other person and take utmost care to keep your password
confidential.
xi. For Members holding shares in physical form, the details can be used only for e-
voting on the resolutions contained in this Notice.
xii. Click on the EVSN for the relevant <Company Name> on which you choose to
vote.
xiii. On the voting page, you will see “RESOLUTION DESCRIPTION” and against the
same the option “YES/NO” for voting. Select the option YES or NO as desired.
The option YES implies that you assent to the Resolution and option NO implies
that you dissent to the Resolution.
xiv. Click on the “RESOLUTIONS FILE LINK” if you wish to view the entire Resolution
details.
xv. After selecting the resolution you have decided to vote on, click on “SUBMIT”. A
confirmation box will be displayed. If you wish to confirm your vote, click on
“OK”, else to change your vote, click on “CANCEL” and accordingly modify your
vote.
xvi. Once you “CONFIRM” your vote on the resolution, you will not be allowed to
modify your vote.
xvii. You can also take out print of the voting done by you by clicking on “Click here to
print” option on the Voting page.
xviii. If Demat account holder has forgotten the same password then enter the User ID
and the image verification code and click on Forgot Password & enter the details
as prompted by the system.
xix. Shareholders can also cast their vote using CDSL’s mobile app m-Voting available
for android based mobiles. The m-Voting app can be downloaded from Google
Play Store. Please follow the instructions as prompted by the mobile app while
voting on your mobile.
xx. Note for Institutional Shareholders:-
· Institutional shareholders (i.e. other than Individuals, HUF, and NRI etc.) are
required to log on to https://www.evotingindia.co.in and register themselves as
Corporate.
· A scanned copy of the Registration Form bearing the stamp and sign of the entity
should be emailed to helpdesk.evoting@cdslindia.com.
BRIDGE SECURITIES LIMITED ANNUAL REPORT 2015-16
--------------------------------------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------
WE BRIDGE THE GAP P a g e | 9
· After receiving the login details they have to create compliance user should be
created using the admin login and password. The Compliance user would be able
to link the account(s) for which they wish to vote on.
· The list of accounts should be mailed to helpdesk.evoting@cdslindia.com and on
approval of the accounts they would be able to cast their vote.
· A scanned copy of the Board Resolution and Power of Attorney (POA) which they
have issued in favour of the Custodian, if any, should be uploaded in PDF format
in the system for the scrutinizer to verify the same.
xxi. In case you have any queries or issues regarding e-voting, you may refer the
Frequently Asked Questions (“FAQs”) and e-voting manual available
at www.evotingindia.co.inunder help section or write an email
to helpdesk.evoting@cdslindia.com.
13. COMMENCEMENT OF E-VOTING PERIOD AND OTHER E-VOTING
INSTRUCTIONS
I. The e-Voting period commences on 21st September, 2016 (9.00 a.m.) and ends
on 23rd September, 2016 (6.00 p.m.). During this period, shareholders of the
Company, holding shares either in physical form or in dematerialized form, as on
cut off date of 17th September; 2016 may cast their vote electronically. The e-
Voting module shall be disabled for voting thereafter. Once the vote on a
resolution is cast by the shareholder, the shareholder shall not be allowed to
change it subsequently.
II. The voting rights of shareholders shall be in proportion to their shares of the Paid
up Equity Share Capital of the Company.
III. Mr. Amrish N Gandhi, Practicing Company Secretary [Membership No. 8193] and
failing him Mr. Samsad A Khan, Practicing Company Secretary [Membership No.
28719] has been appointed as the Scrutinizer to scrutinize the e-voting process in
a fair and transparent manner.
IV. The Scrutinizer shall, within a period not exceeding 2 working days from the
conclusion of the e-voting period, unblock the votes in the presence of at least 2
witnesses not in the employment of the Company and make a Scrutinizer’s
Report of the votes cast in favour or against, if any and submit forth with to the
Chairman of the Company.
V. The Results shall be declared on the date of AGM of the Company. The Results
declared along with the Scrutinizer’s Report shall be placed on the Company’s
website www.bridgesecurities.in and on the website of CDSL
https://www.evotingindia.co.in within two days of the passing of the resolutions
BRIDGE SECURITIES LIMITED ANNUAL REPORT 2015-16
--------------------------------------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------
WE BRIDGE THE GAP P a g e | 10
at the AGM of the Company and communicated to the Stock Exchange(s), where
the shares of the Company are listed.
VI. The resolutions shall be deemed to be passed on the date of the Annual General
Meeting, subject to receipt of sufficient votes.
VII. For Members holding shares in physical form, the password and default number
can be used only for e-Voting on the resolutions given in the notice.
VIII. Institutional Shareholders (i.e. other than individuals, HUF, NRI etc.) are required
to log on to https://www.evotingindia.co.in and register themselves as corporate,
link their account which they wish to vote on and then cast their vote. They
should submit a scanned copy of the Registration Form bearing the stamp and
sign of the entity to helpdesk.evoting@cdslindia.com. They should also upload a
scanned copy of the Board Resolution / Power of Attorney (POA) which they have
issued in favour of the Custodian, if any, in PDF format in the system for the
scrutinizer to verify the vote. You can also update your mobile number and E-mail
ID in the user profile details of the folio which may be used for sending
communication(s) regarding CDSL e-Voting system in future. The same may be
used in case the Member forgets the password and the same needs to be reset.
In case you have any queries or issues regarding e-Voting, you may refer the
Frequently Asked Questions (“FAQs”) and e-Voting manual available at
www.evotingindia.com under help section or write an email to
helpdesk.evoting@cdslindia.com.
Contact Details
Company
BRIDGE SECURITIES LIMITED
ADDRESS : 17, SUHAS NAGAR SOCIETY, NR. DINESH HALL, ASHRAM ROAD,
AHMEDABAD,GUJARAT
INDIA – 380009 CIN: L67120GJ1994PLC023772
Registrar and Transfer
Agent
M/S. Link Intime India Pvt. Ltd
303, SHOPPER’S PLAZA- V, OPP MUNCIPAL MARKET, OFF C G ROAD,
NAVRANGPURA , AHMEDABAD -380009
PH NO. 079-26465179 Email : anand.padh@linkintime.co.in
E-Voting Agency Central Depository Services (India)
Limited E-mail: helpdesk.evoting@cdslindia.com
Phone: 18002005533
Scrutinizer CS Amrish N Gandhi and/or CS Samsad Alam Khan
Practising Company Secretary Phone No.: 079-40323014
Email :admin@agskcs.com
BRIDGE SECURITIES LIMITED ANNUAL REPORT 2015-16
--------------------------------------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------
WE BRIDGE THE GAP P a g e | 11
EXPLANATORY STATEMENT PURSUANT TO SECTION 102 (1) OF THE COMPANIES ACT, 2013
ITEM NO. 4
Mr. Hemant Pravinchandra Shah has been a Non-Executive Director of the Company
since 31st March, 2003 and is considered as an Independent Director under Regulation-
25 of SEBI (LODR) Regulations, 2015.
As per the provisions of Section 149 of the Act, Mr. Hemant Pravinchandra Shah an
independent director shall hold office for a term up to three consecutive years on the
Board of a company and is not liable to retire by rotation. Mr. Hemant Pravinchandra
Shah has given a declaration to the Board that he meets the criteria of independence as
provided under Section 149 (6) of the Act.
The matter regarding appointment of Mr. Hemant Pravinchandra Shah as
Independent Director was placed before the Nomination & Remuneration Committee,
which commends his appointment as an Independent Director up to Annual General
Meeting of the Company in the calendar year 2019, when he will retire as per the
Company’s Policy on Retirement of Directors adopted by the Company.
In the opinion of the Board, Mr. Hemant Pravinchandra Shah, fulfils the conditions specified in the Act and the Rules made thereunder for appointment as Independent
Director and he is independent of the management.
In compliance with the provisions of Section 149 read with Schedule IV of the Act, the
appointment of Mr. Hemant Pravinchandra Shah as Independent Director is now
being placed before the Members in general meeting for their approval.
The terms and conditions of appointment of Independent Directors shall be open for
inspection by the Members at the Registered Office during normal business hours on any
working day of the Company.
Mr. Hemant Pravinchandra Shah is interested and concerned in the Resolution
mentioned at Item No.4 of the Notice. Other than Mr. Hemant Pravinchandra Shah,
no other Director, Key Managerial Personnel or their respective relatives are concerned
or interested in the Resolution mentioned at Item No. 4 of the Notice.
ITEM NO. 5
Smt. Jayshreeben H Shah has been a Non-Executive Director of the Company since
31st March, 2003 and is considered as an Independent Director under Regulation-25 of
SEBI (LODR) Regulations, 2015.
As per the provisions of Section 149 of the Act, Smt. Jayshreeben H Shah an
independent director shall hold office for a term up to three consecutive years on the
Board of a company and is not liable to retire by rotation. Smt. Jayshreeben H Shah
BRIDGE SECURITIES LIMITED ANNUAL REPORT 2015-16
--------------------------------------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------
WE BRIDGE THE GAP P a g e | 12
has given a declaration to the Board that he meets the criteria of independence as
provided under Section 149 (6) of the Act
The matter regarding appointment of Smt. Jayshreeben H Shah as Independent
Director was placed before the Nomination & Remuneration Committee, which
commends her appointment as an Independent Director up to Annual General Meeting of
the Company in the calendar year 2019, when she will retire as per the Company’s Policy on Retirement of Directors adopted by the Company.
In the opinion of the Board, Smt. Jayshreeben H Shah, fulfils the conditions specified in the Act and the Rules made thereunder for appointment as Independent Director and
she is independent of the management.
In compliance with the provisions of Section 149 read with Schedule IV of the Act, the
appointment of Smt. Jayshreeben H Shah as Independent Director is now being
placed before the Members in general meeting for their approval.
The terms and conditions of appointment of Independent Directors shall be open for
inspection by the Members at the Registered Office during normal business hours on any
working day of the Company.
Smt. Jayshreeben H Shah is interested and concerned in the Resolution mentioned at
Item No.5 of the Notice. Other than Smt. Jayshreeben H Shah, no other Director, Key
Managerial Personnel or their respective relatives are concerned or interested in the
Resolution mentioned at Item No. 5 of the Notice.
ITEM NO. 6
During the first quarter of Calendar Year 2016, there were certain allegations of fraud
and malpractices in the conduct and operations of Sharepro Services (India) Pvt Ltd (‘Sharepro’), who has been the Registrar and Share Transfer (R&TA) Agent of the Company and upon preliminary investigations, SEBI had issued an order dated 22nd March, 2016 inter alia restraining Sharepro from involving in market related activities.
With increasing rigor being placed on corporate compliances, advent of new regulations,
intensified surveillance by the market regulator, and in order to protect the interest of shareholders, the Board of Directors of the Company are of the opinion that the
Company should appoint another entity as its (R&TA) which could be reliable and has the capability in handling operations commensurate to the Company size.
Accordingly, the Board of Directors of the Company at its Board meeting held on 1st July,
2016, on the recommendations of the Stakeholders Relationship Committee, have approved the appointment of M/s. Link Intime India Private Limited, Unit No 303, 3rd
Floor, Shoppers Plaza V, Opp Municipal Market, Behind Shoppers Plaza II, Off C G Road,
Ahmedabad – 380009. The said changeover of (R&TA) agent shall take effect from 1st July, 2016.
In accordance with Section 94 and other applicable provisions of the Act read with the
Companies (Management and Administration) Rules, 2014, the Register and Index of Members under Section 88 of the Act and copies of Annual Returns under Section 92 of
the Act are required to be kept and maintained at the Registered Office of the Company, unless a Special Resolution is passed in a general meeting authorizing keeping of the
register at any other place within the city, town or village in which the Registered Office
is situated.
BRIDGE SECURITIES LIMITED ANNUAL REPORT 2015-16
--------------------------------------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------
WE BRIDGE THE GAP P a g e | 13
Accordingly, the approval of the members is sought in terms of section 94(1) of the
companies act 2013 for keeping the aforementioned register and documents at the
office of the register and transfer agent (“RTA”):-
M/s. Link Intime India Private Limited, Unit No 303, 3rd Floor, Shoppers Plaza V, Opp
Municipal Market, Behind Shoppers Plaza II, Off C. G. Road,
Ahmedabad – 380009 or any other its office or place within Ahmedabad city.
The Directors therefore recommends the said resolution as set out at Item No.6 to be
passed as Special Resolution by the members.
None of the Directors or any key managerial personnel or any relative of any of the
Directors of the Company or the relatives of any key managerial personnel is, in anyway,
concerned or interested in the above resolution.
Registered office:-
17, Suhas Nagar Society,
Nr. Dinesh Hall, Ashram Road,
Ahmedabad Gujarat – 380009.
CIN:L67120GJ1994PLC023772
BY ORDER OF THE BOARD OF DIRECTORS
FOR, BRIDGE SECURITIES LTD.
PRAGNESH SHAH
Place:- AHMEDABAD
Date: 28/05/2016
CHAIRMAN AND MANAGING DIRECTOR
DIN:-00144888
BRIDGE SECURITIES LIMITED ANNUAL REPORT 2015-16
--------------------------------------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------
WE BRIDGE THE GAP P a g e | 14
DIRECTORS’ REPORT
To The members,
BRIDGE SECURITIES LTD
The directors hereby present their 21st Annual report on the business and operations of
the Company and the Audited financial accounts for the Year ended 31st March, 2016.
1. HIGHLIGHTS OF PERFORMANCE :
The income of the company has been increased from Rs. 5445939 to Rs. 7107460.
2. FINANCIAL RESULTS:
3. FINANCIAL SUMMARY
The total revenue of the Company has increased from Rs. 5445393.00 to Rs.
7107460.00. The Loss before tax of the Company has also increased from
(513545.00) to (1679489.00). The net loss after tax has increased to (1681049.00)
as compared to previous year’s net loss of (515,305.00).
Sr.
No.
Particulars For the year
ended
31st March,
2016
For the year
ended
31st March,
2015
1 Revenue from operations (net) 6972747.00 5326572.00
2 Other income 134713.00 118821.00
3 Total revenue (1+2) 7107460.00 5445939.00
4 Expenses
(a) Purchases of stock-in-trade 4856415.00 9108710.00
(b) Changes in inventories of finished
goods, work-in-progress and stock-
in-trade
3434475.00 (3490280.00)
(c) Other expenses 496059.00 340508.00
Total expenses 8786949.00 5958938.00
5 Profit / (Loss) before tax (1679489.00 ) (513545.00)
6 Tax expense:
Deferred tax (1560.00 ) (1760.00)
7 Profit / (Loss) for the year (1681049.00 ) (515,305.00 )
Earning Per Share(Excluding
Extraordinary Items)
Basic
Diluted
-0.50
-0.50
-0.15
-0.15
BRIDGE SECURITIES LIMITED ANNUAL REPORT 2015-16
--------------------------------------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------
WE BRIDGE THE GAP P a g e | 15
4. CHANGE IN NATURE OF BUSINESS, IF ANY
There are no material changes and commitments, that would affect the financial
position of the Company to which the financial statements relate and the date of the
directors’ report.
5. DIVIDEND:
No divined is being recommended by the Directors for the year ending 2016. As
there is no profit/ the Board of Directors wants to plough back the profit in the
business.
6. DEPOSITS:
- Public Deposits held by the Company as on 31-03-2016 Rs. NIL.
- Matured but not Claimed / Unpaid Public Deposits as on 31-03-2016:- NIL.
7. CHANGE OF REGISTRAR & SHARE TRANSFER AGENT:
During the first quarter of Calendar Year 2016, there were certain allegations of
fraud and malpractices in the conduct and operations of Sharepro Services (India) Pvt Ltd (‘Sharepro’), who has been the Registrar and Share Transfer (R&T) Agent of
the Company and upon preliminary investigations, SEBI had issued an order dated 22nd March, 2016 inter alia restraining Sharepro from involving in market related
activities.
Subsequently, in pursuance of the advisory issued by SEBI vide Order dated 22nd March, 2016 and considering that key employees were leaving Sharepro which could
affect R&T services at Sharepro in future, your Company has appointed M/s Link
Intime India Private Ltd as the R&T Agent in place of Sharepro. The said changeover of R&T agent shall take effect from 1st July, 2016.
8. EXTRACT OF ANNUAL RETURN AS PER SECTION 92 (3) OF COMPANIES ACT 2013:
The details forming part of the extract of the Annual Return in form MGT- 9 is
annexed herewith as “ANNEXURE -I”.
9. BOARD MEETINGS HELD DURING THE YEAR:
SR NO. Date on which board
Meetings were held
Total
Strength of
the Board
No of
Directors
Present
1. 13th May, 2015 5 5
2. 10th August, 2015 5 5
3. 04th November, 2015 5 5
4. 12th February, 2016 5 5
BRIDGE SECURITIES LIMITED ANNUAL REPORT 2015-16
--------------------------------------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------
WE BRIDGE THE GAP P a g e | 16
Attendance of Directors at Board meetings:
PARTICULARS Attendance of the Board Meeting Held on
Name of Directors 13th May,
2015
10th
August,
2015
04th
November
, 2015
12th
February,
2016
Hemant Pravinchandra
Shah
√ √ √ √
Dashrathlal Prahladbhai
Thakkar
√ √ √ √
Bharatkumar Ratilal Shah √ √ √ √
Jayshreeben H Shah √ √ √ √
Pragnesh Ratilal Shah √ √ √ √
10. NAMES OF THE COMPANIES WHICH HAVE BECOME OR CEASED TO BE ITS
SUBSIDIARY, JOINT VENTURES OR ASSOCIATE COMPANIES:
NIL
11. DIRECTORS AND KEY MANAGERIAL PERSONNEL:
In terms of the Articles of Association of the Company and pursuant to section 152 of
the Companies Act, 2013, Mr. Pragnesh Ratilal Shah (DIN: 00144888) is liable to retires by rotation at the ensuing Annual General Meeting and being eligible offers
himself for re-appointment.
Details of remuneration of directors have been provided in the Corporate Governance Report.
12. DECLARATION BY INDEPENDENT DIRECTOR(S) AND RE-APPOINTMENT, IF ANY:-
The Company has received declarations from all the Independent Directors of the
Company confirming that they meet with the criteria of independence as prescribed both under sub-section (6) of Section 149 of the Companies Act, 2013 and
Regulation 16(1) (b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
An Independent director shall hold office for a term up to five consecutive years on the Board of a Company, but shall be eligible for next five years on passing of a
special resolution by the Company and disclosure of such appointment in the Board’s Report.
BRIDGE SECURITIES LIMITED ANNUAL REPORT 2015-16
--------------------------------------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------
WE BRIDGE THE GAP P a g e | 17
13. SEPARATE MEETING OF THE INDEPENDENT DIRECTORS:-
The Independent Directors of your Company, in a separate meeting held on 28th March, 2016 to carry out the evaluation for the financial year 2015-16 and inter alia,
discussed the following:
Ø Reviewed the performance of Non-Independent Directors of the Company and
the Board as a whole.
Ø Reviewed the performance of the Chairman of the Company taking into account the views of Executive Directors and Non-executive Directors.
Ø Assessed the quality, quantity and timelines of flow of information between
the Company management and the Board that is necessary for the Board to effectively and reasonable perform their duties.
All Independent Directors of the Company were present at the Meeting.
14. REMUNERATION POLICY
The Board has, on the recommendation of the Remuneration Committee framed a
policy for selection and appointment of Directors, Senior Management and their
remuneration. Details of remuneration of directors have been provided in the
Corporate Governance Report.
15. LISTING AGREEMENT
The Securities and Exchange Board of India (SEBI), on 2nd September, 2015, issued
SEBI (Listing Obligation and Disclosure Requirements) Regulation, 2015 with the aim
to consolidate and streamline the provisions of the listing Agreement for different
segments of capital markets to ensure better enforceability. The said regulations
were effective 1st December, 2015. Accordingly, all listed entities were required to
enter into the New Listing Agreement within six months form the effective date. The
Company entered into Listing Agreement with BSE Limited during the March, 2016.
16. AUDITORS:
STATUTORY AUDITORS:-
M/s. ASHWIN K. YAGNIK & CO., Chartered Accountants, Auditors of the Company
needs to be ratified at the annual general meeting and being eligible offers
themselves for re-appointment. The company has received a certificate from the
auditors to the effect that their re-appointment if made, would be in accordance with
the provisions of section 141 of the Companies Act, 2013.
The notes to the accounts referred to in the Auditors’ Report are self explanatory and
therefore do not call for any further comments.
BRIDGE SECURITIES LIMITED ANNUAL REPORT 2015-16
--------------------------------------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------
WE BRIDGE THE GAP P a g e | 18
SECRETARIAL AUDITOR:-
Amrish N Gandhi of Amrish Gandhi & Associates, Practicing Company Secretaries was
appointed to conduct the secretarial audit of the Company for the financial year
2015-2016, as required under Section 204 of the Companies Act, 2013 and Rules
thereunder. The secretarial audit report for FY 2015-16 forms part of the Annual
Report as ‘ANNEXURE –IV’ to the Board's report.
17. INTERNAL AUDIT & CONTROLS
The Company continues to engage M/S Bhaumik Shah & Co., Chartered
Accountants as its Internal Auditor. During the year, the Company continued to
implement their suggestions and recommendations to improve the control
environment. Their scope of work includes review of processes for safeguarding the
assets of the Company, review of operational efficiency, effectiveness of systems
and processes, and assessing the internal control strengths in all areas. Internal
Auditors findings are discussed with the process owners and suitable corrective
actions taken as per the directions of Audit Committee on an ongoing basis to
improve efficiency in operations.
18. VIGIL MECHANISM:
Pursuant to Section 177(9) of the Companies Act, 2013, the company has adopted
Whistle Blower Policy to deal with any instance of fraud and mismanagement. The
employees of the company are free to report violations of any laws, rules,
regulations and concerns about unethical conduct to the Audit Committee under
this policy. The policy ensures that strict confidentiality is maintained whilst dealing
with concerns and also that no discrimination with any person for a genuinely
raised concern.
19. DISCLOSURE ABOUT COST AUDIT
Not Applicable
20. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION
186:
NIL
21. AUDIT COMMITTEE:
The composition and the functions of the Audit Committee of the Board of Directors
of the Company are disclosed in the Report on Corporate Governance, which is
forming a part of this report.
22. PARTICULARS OF EMPLOYEES:
A statement containing the names and other particulars of employees in accordance with the provisions of section 197(12) of the Companies Act, 2013 read
BRIDGE SECURITIES LIMITED ANNUAL REPORT 2015-16
--------------------------------------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------
WE BRIDGE THE GAP P a g e | 19
with rule 5(1) of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014 is appended as “ANNEXURE – II” to this report.
No employee has received remuneration in excess of the limits set out in rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014 during FY 2015-16.
23. CORPORATE GOVERNANCE:
Corporate Governance Report as per ‘ANNEXURE-III’ which as stipulated under
the Listing Agreement entered into with the Stock Exchanges forms part of this
Directors’ Report.
24. CEO/CFO CERTIFICATION:
The Chairman and Managing Director, Chief Financial Officer have issued certificate
pursuant to the provisions of Regulation 17(8) as specified in Part B of Schedule II of the SEBI (LODR) Regulation, 2015 certifying that the financial statements do not
contain any untrue statement and these statements represent a true and fair view of the Company's affairs. The said certificate is annexed as ANNEXURE-IV and
forms part of the Annual Report.
25. RESERVES:
The company has proposed to transfer (-1681049) to the General Reserve for this
financial year.
26. ENERGY CONSERVATION, TECHNOLOGY, ABSORPTION AND FOREIGN
EXCHANGEEARNINGS AND OUTGO:
A) Conservation of Energy:
Company has not made any capital investment or not taken any other steps for
conservation of energy or the clause is not applicable.
B) Technology absorption:
Your company has not made any efforts towards technology absorption and
neither imported any technology nor made any expenditure on research and
developments.
C) Foreign Exchange earnings and outgo:
Foreign Exchange inflow (Rs.): NIL
Foreign Exchange outflow (Rs.): NIL
27. RISK MANAGEMENT:
A. Risk Management Committee
The Company has not constituted any risk management committee. However the
Board as and when required reviews the Risk Management Policy.
BRIDGE SECURITIES LIMITED ANNUAL REPORT 2015-16
--------------------------------------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------
WE BRIDGE THE GAP P a g e | 20
B. Major risks affecting the existence of the company
Business Risk
· Operating Environment
· Ownership Structure · Competitive position
· Management, Systems and Strategy, governance structure
Financial Risk
· Asset Quality · Liquidity
· Profitability · Capital Adequacy
C. Steps taken to mitigate the risks:
Company has not framed any formal risk management policy. However Board of
directors are constantly trying to avoid the risks by way of planning, developing
strategies to remain in the market, reviewing government policies and procedures, and
doing marketing activities to remain in the market.
28. CORPORATE SOCIAL RESPONSIBILITY POLICY:
This clause is not applicable.
29. DIRECTORS’ RESPONSIBILITY STATEMENT:
a. that in the preparation of the annual financial statements for the year ended March 31, 2016, the applicable accounting standards have been followed along
with proper explanation relating to material departures, if any;
b. that such accounting policies have been selected and applied consistently and judgement and estimates have been made 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, 2016 and of the profit of the Company for the year ended on that date;
c. that proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013
for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;
d. That the annual financial statements have been prepared on a going concern
basis.
e. That proper internal financial control was in place and that the financial controls
were adequate and were operating effectively.
f. That system to ensure compliance with the provisions of all applicable laws was in place and was adequate and operating effectively.
BRIDGE SECURITIES LIMITED ANNUAL REPORT 2015-16
--------------------------------------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------
WE BRIDGE THE GAP P a g e | 21
30. TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION
FUND
Your Company did not have any funds lying unpaid or unclaimed for a period of seven years. Therefore there were no funds which were required to be transferred
to Investor Education and Protection Fund (IEPF).
31. THE CHANGE IN NATURE OF BUSINESS:
There is no any material change in the business of the Company during the year
under review.
32. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE
REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING
CONCERN STATUS AND COMPANY’S OPERATIONS IN FUTURE:
NIL
33. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
(PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013
During the year under review, there were no cases filed pursuant to the aforesaid
Act.
34. MANAGEMENT DISCUSSION AND ANALYSIS:
Industry Structure and Development:
The year under review had been negative from stock market point of view. NIFTY
has declined 8.87% during the current year. However, our prudent investment
policies helped in having a positive income from the stock market. However, as the
overall market was in negative, we had limited income from the capital market. The
present stock market environment is volatile mainly considering global factors.
However, due to our prudent investment practices, we feel that we will withstand
the global pressure and barring unforeseen circumstances, we should be able to
maintain our profitability.
Opportunities and threats:
The growth of the Company is subject to opportunities and threats as are
applicable to the industry from time to time.
Outlook:
In the near future, the Company intends to continue to focus on its current
business of investment, management consultation.
BRIDGE SECURITIES LIMITED ANNUAL REPORT 2015-16
--------------------------------------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------
WE BRIDGE THE GAP P a g e | 22
Risk and Concerns:
While risk is an inherent aspect of any business, the Company is conscious of the
need to have an effective monitoring mechanism and has put in place appropriate
measures for its mitigation including business portfolio risk, financial risk, legal risk
and internal process risks.
Internal Control Systems and their adequacy:
The Company's internal control systems are commensurate with the nature of its
business and the size and complexity of its operations. These systems are designed
to ensure that all assets of the Company are safeguarded and protected against
any loss and that all transactions are properly authorized, recorded and reported.
Human Resources:
The Company believes that its people are its most important asset and thus
continuously strives to scale up its employee engagement through well structured systems and a visionary HR philosophy. The Company continues to lays emphasis
on building and sustaining the excellent organization climate based on human performance. Performance management is the key word for the Company. Pursuit
of proactive policies for industrial relations has resulted in a peaceful and
harmonious situation in the Company. We are highly focused on developing our employees to perform with the same excellence for the challenges and huge
business opportunities that are envisaged in future. The Company firmly believes that intellectual capital and human resources is the backbone of the Company’s success.
Cautionary Statement:
This Management Discussion and Analysis statement of the Annual Report has been
included in adherence to the spirit enunciated in the code of corporate governance approved by the Securities and Exchange Board of India. Statement in the
Management Discussion and Analysis describing Company’s objectives, projections, estimates, expectation may be forward-looking statements within the meaning of
applicable securities laws and regulations. Actual result could differ materially from those expressed or implied. Important factors that could make a difference to the
Company’s operation include economic conditions affecting demand/supply and price conditions in the Government regulations, tax laws and other status and other
incidental factors. Further, the discussion following herein reflects the perceptions
on major issues as on date and the opinion expressed here are subject to change without notice. The Company undertakes no obligations to publicly update or revise
any of the opinions of forward looking statements expressed in this report, consequent to new information future events, or otherwise. Readers are hence
cautioned not to place undue reliance on these statements and are advised to conduct their own investigation and analysis of the information contained or referred
to this statement before taking any action with regard to specific objectives.
BRIDGE SECURITIES LIMITED ANNUAL REPORT 2015-16
--------------------------------------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------
WE BRIDGE THE GAP P a g e | 23
35. ACKNOWLEDGMENT
Your Directors would like to put on record their grateful appreciation for the
assistance and cooperation received from the Bankers of the Company,
Ahmedabad Stock Exchange, Vadodara Stock Exchange and the Bombay Stock
Exchange and various other Government and Semi Government Authorities,
Agencies and Offices. Your Directors would also like to put on record with thanks
their deep sense of appreciation for the assistance, diligence and co-operation of
the executives and staff of the Company.
Registered office:-
17, Suhas Nagar Society, Nr.
Dinesh Hall, Ashram Road,
Ahmedabad Gujarat – 380009.
CIN:
L67120GJ1994PLC023772
BY ORDER OF THE BOARD OF DIRECTORS FOR, BRIDGE SECURITIES LTD.
PRAGNESH R SHAH
Place:- AHMEDABAD Date: 28/05/2016
CHAIRMAN AND MANAGING DIRECTOR
DIN:-00144888
BRIDGE SECURITIES LIMITED ANNUAL REPORT 2015-16
--------------------------------------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------
WE BRIDGE THE GAP P a g e | 24
ANNEXURE I
FORM NO. MGT 9
EXTRACT OF ANNUAL RETURN
As on financial year ended on 31.03.2016
Pursuant to Section 92 (3) of the Companies Act, 2013 and rule 12(1) of the Company
(Management & Administration) Rules, 2014
I. REGISTRATION & OTHER DETAILS:
1. CIN L67120GJ1994PLC023772
2. Registration date 06/12/1994
3. Name of the Company BRIDGE SECURITIES LIMITED
4. Category / Sub-Category
of the Company
Company Limited By Shares
5. Address of the registered
office and contact details
17, SUHAS NAGAR SOCIETY, NR. DINESH HALL, ASHRAM
ROAD, AHMEDABAD GUJARAT – 380009.
6. Whether listed company
(Yes/No)
Yes
7. Name, address and
contact details of
Registrar and Transfer
Agent, if any
Link Intime India Pvt. Ltd
UNIT NO 303, 3RD FLOOR, SHOPPERS PLAZA V,
OPP MUNICIPAL MARKET,BEHIND SHOPPERS PLAZA II,
OFF C G ROAD,
AHMEDABAD - 380009.
Tel:-079 - 2646 5179
Email:-ahmedabad@linkintime.co.in
II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY
All the Business Activities contributing 10% or more of the total turnover of the Company shall be
stated:-
SR
NO.
Name and Description of main
Products / Services
NIC Code of
the Product /
Service
% to total
turnover of
the Company
1. Financial services other than
securities dealing activities
8040 100%
III. PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES:
NIL
BRIDGE SECURITIES LIMITED ANNUAL REPORT 2015-16
--------------------------------------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------
WE BRIDGE THE GAP P a g e | 25
IV. SHARE HOLDING PATTERN (Equity Share Capital Breakup as percentage of Total
Equity)
A) Category-wise Share Holding
Category of
Shareholders
No. of Shares held [As on 31-March-
2016]
No. of Shares held [As on 31-March-2015] %
Change
during
the
year
Demat Physical Total % of
Total
Share
s
Demat Physical Total % of
Total
Share
s
A. Promoters
(1) Indian
a) Individual/
HUF
1425560
-
1425560
42.41
9,46,451
-
9,46,451
28.16
+14.25
b) Central
Govt
c) State
Govt(s)
d) Bodies
Corp.
1,54,600 - 1,54,600 4.60 1,54,600 - 1,54,600 4.60 NIL
e) Banks / FI
f) Any other
Total
shareholding
of Promoter
(A)
1580160
-
1580160
47.01
11,01,051
-
11,01,051
32.76
+14.25
B. Public
Shareholding
1. Institutions - - - - - - - - -
a) Mutual
Funds
- - - - - - - - -
b) Banks / FI - - - - - - - - -
c) Central
Govt
- - - - - - - - -
d) State
Govt(s)
- - - - - - - - -
e) Venture
Capital Funds
- - - - - - -
f) Insurance
Companies
- - - - - - - -
g) FIIs - - - - - - - - -
h) Foreign
Venture
- - - - - - - - -
BRIDGE SECURITIES LIMITED ANNUAL REPORT 2015-16
--------------------------------------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------
WE BRIDGE THE GAP P a g e | 26
Capital Funds
i) Others
(specify)
- - - - - - - - -
Sub-total
(B)(1):-
2. Non-
Institutions
a) Bodies
Corp.
414672 13,000 4,27,672 12.72 4,16,236 13,000 4,29,236 12.77 -0.05
b) Individuals
i) Individual
shareholders
holding
nominal share
capital up to
Rs. 2
lakh/1Lakh
473959
6,21,800
10,95,759
32.60
4,13,666
6,26,000
10,39,666
30.93
+1.67
ii) Individual
shareholders
holding
nominal share
capital in
excess of Rs 2
lakh/1 lakh
257657
0
257657
7.67
7,91,295
0
7,91,295
23.54
-15.87
c) Others
(specify)
Non Resident
Indians/Foreig
n Individuals
52 0 52 0.00 52 0 52 0.00 NIL
Overseas
Corporate
Bodies
Clearing
Members
Trusts
Foreign Bodies
- D R
Sub-total
(B)(2):-
1146340 6,34,800 1781140 52.99 16,21,249 6,39,000 22,60,249 67.24 -14.25
Total Public
Shareholding
(B)=(B)(1)+
(B)(2)
1146340 6,34,800 1781140 52.99 16,21,249 6,39,000 22,60,249 67.24 -14.25
C. Shares
held by
Custodian for
GDRs & ADRs
Grand Total
(A+B+C)
27,26,500 6,34,800 33,61,300 100 27,22,300 6,39,000 33,61,300 100 0
BRIDGE SECURITIES LIMITED ANNUAL REPORT 2015-16
--------------------------------------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------
WE BRIDGE THE GAP P a g e | 27
B) Shareholding of Promoter-
C) Change in Promoters’ Shareholding (please specify, if there is no change)
SN Particulars Shareholding at the
beginning of the year
Cumulative Shareholding
during the year
No. of
shares
% of total
shares of
the
company
No. of
shares
% of total
shares of the
company
1 At the beginning of the year 11,01,051 32.76 11,01,051 32.76
2
Date wise Increase / Decrease in
Promoters Shareholding during the
year specifying the reasons for
increase / decrease (e.g. allotment
/transfer / bonus/ sweat equity
etc.):
P.R.SHAH HUF
VISHAL SHAH
(WERE INCLUDED IN
PROMOTER GROUP)
35409
443700
----
1.05
13.20
1136460
1580160
----
33.81
47.01
3 At the end of the year 15,80,160
47.01
15,80,160
47.01
SN
Shareholder’
s Name
Shareholding as on 31.03.2016
Shareholding as on 31.03.2015
% change
in
shareholding during the
year
No. of Shares
% of total
Shares of the
company
%of Shar
es Pledged /
encumbered to
total shares
No. of Shares
% of total
Shares of the compa
ny
%of Share
s Pledged / encu
mbered to total
shares
1 PRAGNESH
RATILAL
SHAH
9,46,451
28.16
0 9,46,451
28.16
0 0
2 HEMVIN
INTIGRATED
FINANCE
LIMITED
1,54,600 4.60 0 1,54,600 4.60 0 0
3 P.R. SHAH
HUF
35409 1.05 0 Was in public
4 VISHAL SHAH 443700 13.20 0 Was in public
Total 15,80,160
47.01
0 11,01,051
32.76 0 +14.25
BRIDGE SECURITIES LIMITED ANNUAL REPORT 2015-16
--------------------------------------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------
WE BRIDGE THE GAP P a g e | 28
D) Shareholding Pattern of top ten Shareholders (Other than directors, Promoters and
Holders of GDRs and ADRs):
Sl. No.
For Each of the Top 10
Shareholders
Shareholding At The Beginning Of The
Year
Change in Shareholding
(Nos. of Shares)
Cumulative Shareholding during the year
No of Shares
% Of Total Shares Of
The
Company
Increase
Decrease No Of
Shares
% Of Total Shares Of
The
Company
1. HEM ARCADE LTD. 165000 4.90 ----- ------ 165000 4.90
2. HEMVIN CONSTRUCTION LTD.
164500 4.89 ----- ----- 164500 4.89
3. SUNIL BHANDARI HUF 82729 2.46 ------ ------ 82729 2.46
4. VINOD SHARES LTD 72827 2.16 ------ ------ 72827 2.16
5. SHASHANK
GAUTAMBHAI THAKKER
38361 1.14 ------ Purchase 49878 1.48
6. HITESH KARNAWAT 30050 0.89 ------ ----- 30050 0.89
7. SUSHILA DEVI LALIT KUMAR KARNAWAT
30000 0.89 ------ ------ 30000 0.89
8. UMESHBHAI MAHASHANKER PUROHIT
25000 0.74 ------ ------ 25000 0.74
9. SHAKUNTALABEN SUNDERLAL SHAH
20000 0.59 ----- ----- 20000 0.59
10. SUNDARLAL M. SHAH 20000 0.59 ----- ----- 20000 0.59
E) Shareholding of Directors and Key Managerial Personnel:
SN Shareholding of each Directors and each
Key Managerial
Personnel
Shareholding at the beginning
of the year
Cumulative Shareholding during the
year
No. of
shares
% of total
shares of the company
No. of
shares
% of total
shares of the company
1 At the beginning of the year
PRAGNESH RATILAL
SHAH 9,46,451 28.16 9,46,451 28.16
BHARAT RATILAL SHAH
NIL NIL NIL NIL
DASHRATHLAL
PRAHLADBHAI
THAKKAR
NIL NIL NIL NIL
BRIDGE SECURITIES LIMITED ANNUAL REPORT 2015-16
--------------------------------------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------
WE BRIDGE THE GAP P a g e | 29
HEMANT
PRAVINCHANDRA SHAH
NIL NIL NIL NIL
JAYSHREEBEN H SHAH NIL NIL NIL NIL
2 Date wise Increase /
Decrease in Promoters Shareholding during the year specifying
the reasons for increase /decrease (e.g. allotment /
transfer / bonus/ sweat equity etc.):
---
---
---
---
3 At the End of the year
PRAGNESH RATILAL
SHAH
9,46,451
28.16
9,46,451
28.16
BHARAT RATILAL SHAH
NIL NIL NIL NIL
DASHRATHLAL
PRAHLADBHAI
THAKKAR
NIL NIL NIL NIL
HEMANT
PRAVINCHANDRA SHAH
NIL NIL NIL NIL
JAYSHREEBEN H SHAH NIL NIL NIL NIL
F) INDEBTEDNESS -Indebtedness of the Company including interest outstanding/accrued but not
due for payment.
Particulars
Secured
Loans excluding deposits
Unsecured Loans
Deposits Total Indebtedness
Indebtedness at the beginning of
the financial year
i) Principal Amount NIL NIL NIL NIL
ii) Interest due but not paid NIL NIL NIL NIL
iii) Interest accrued but not due NIL NIL NIL NIL
Total (i+ii+iii) NIL NIL NIL NIL
Change in Indebtedness during
the financial year
NIL NIL NIL NIL
* Addition NIL NIL NIL NIL
* Reduction NIL NIL NIL NIL
Net Change NIL NIL NIL NIL
BRIDGE SECURITIES LIMITED ANNUAL REPORT 2015-16
--------------------------------------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------
WE BRIDGE THE GAP P a g e | 30
Indebtedness at the end of the financial year
NIL NIL NIL NIL
i) Principal Amount NIL NIL NIL NIL
ii) Interest due but not paid NIL NIL NIL NIL
iii) Interest accrued but not due NIL NIL NIL NIL
Total (i+ii+iii) NIL NIL NIL NIL
V. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL-
A. Remuneration to Managing Director, Whole-time Directors and/or Manager:
SN. Particulars of Remuneration Name of MD/WTD/ Manager Total
Amount
PRAGNESH
RATILAL
SHAH
--- --- ---
1 Gross salary
(a) Salary as per provisions contained
in section 17(1) of the Income-tax Act,
1961
NIL NA NA NA NA
(b) Value of perquisites u/s 17(2)
Income-tax Act, 1961 NIL NA NA NA NA
(c) Profits in lieu of salary under
section 17(3) Income- tax Act, 1961
NIL NA NA NA NA
2 Stock Option NIL NA NA NA NA
3 Sweat Equity NIL NA NA NA NA
4 Commission
- as % of profit
- others, specify…
NIL NA NA NA NA
5 Others, please specify (Office
Rent)
NIL NA NA NA NA
Total (A)
NIL NA NA NA NA
B. Remuneration to other directors
SN. Particulars of Remuneration Name of Directors Total
Amount
----- ---- ---- ---
1 Independent Directors
Fee for attending board committee
meetings NA NA NA NA NA
Commission NA NA NA NA NA
Others, please specify NA NA NA NA NA
Total (1) NA NA NA NA NA
2 Other Non-Executive Directors
Fee for attending board committee
meetings NA NA NA NA NA
Commission NA NA NA NA NA
Others, please specify NA NA NA NA NA
BRIDGE SECURITIES LIMITED ANNUAL REPORT 2015-16
--------------------------------------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------
WE BRIDGE THE GAP P a g e | 31
Total (2) NA NA NA NA NA
Total (B)=(1+2) NA NA NA NA NA
Total Managerial
Remuneration NA NA NA NA NA
C. Remuneration to Key Managerial Personnel other than MD/MANAGER/WTD:
SN Particulars of Remuneration Key Managerial Personnel
CEO CS CFO Total
1 Gross salary
(a) Salary as per provisions contained in
section 17(1) of the Income-tax Act, 1961
----- NIL
(b) Value of perquisites u/s 17(2) Income-
tax Act, 1961
----- NIL
(c) Profits in lieu of salary under section
17(3) Income-tax Act, 1961
----- NIL
2 Stock Option ----- NIL
3 Sweat Equity ----- NIL
4 Commission ----- NIL
- as % of profit ----- NIL
Others specify… ----- NIL
5 Others, please specify ----- NIL
Total -----
VI. PENALTIES / PUNISHMENT/ COMPOUNDING OF OFFENCES:
Type Section of
the
Companies
Act
Brief
Description
Details of
Penalty /
Punishment/
Compounding
fees imposed
Authority
[RD / NCLT/
COURT]
Appeal made,
if any (give
Details)
A. COMPANY
Penalty ---- ---- --- ---- ----
Punishment ---- ---- --- ---- ----
Compounding ---- ---- --- ---- ----
B. DIRECTORS
Penalty ---- ---- --- ---- ----
Punishment ---- ---- --- ---- ----
Compounding ---- ---- --- ---- ----
C. OTHER OFFICERS IN DEFAULT
Penalty ---- ---- --- ---- ----
Punishment ---- ---- --- ---- ----
Compounding ---- ---- --- ---- ----
BRIDGE SECURITIES LIMITED ANNUAL REPORT 2015-16
--------------------------------------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------
WE BRIDGE THE GAP P a g e | 32
ANNEXURE - II TO DIRECTORS’ REPORT
PARTICULARS OF EMPLOYEES:-
(Pursuant to rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014.
1. There is no increase in remuneration of each Director, Chief Financial Officer and Company Secretary during the financial year 2015-16, ratio of the remuneration of
each Director to the median remuneration of the employees of the Company for the financial year 2015-16.
2. There were no permanent employees on the rolls of Company as on 31st March, 2016.
3. Relationship between average increase in remuneration and company
performance:-
The average increase in remuneration is associated with and driven by achievement of annual corporate goals and overall business, financial and
operational performance of the Company.
Minimum Remuneration:- In financial year, the Company has no profits or its
profits are inadequate, the Company shall pay remuneration to its Managing Director in accordance with the provisions of Schedule V of the Companies Act,
2013.
4. Comparison of Remuneration of the Key Managerial Personnel(s) against the performance of the Company:-
Sr.
No.
Name of Director/KMP Remuneration for
FY 2015-16 (Rs in)
% increase in
remuneration in
FY 2015-16
1. Pragnesh R Shah
Managing Director
NIL NA
2. Dashrathlal P Thakkar
Director
NIL NA
3. Bharatkumar R Shah
Director
NIL NA
4. Hemant P Shah
Director
NIL NA
5. Jayshreeben H Shah
Director
NIL NA
6. Rajan B Shah
Chief Financial Officer
NIL NA
BRIDGE SECURITIES LIMITED ANNUAL REPORT 2015-16
--------------------------------------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------
WE BRIDGE THE GAP P a g e | 33
The Revenue from operations of the Company for FY 2015-16 increased by
30.52% as compared to FY 2014-15. The criteria for remuneration of managerial personnel are based on the remuneration policy as approved by the board of
directors.
5. Average percentage increase made in the salaries of employees other than the managerial personnel in the last financial year i.e. 2014-15 and whereas the
increase in the managerial remuneration for the same financial year:-
– Not Applicable
6. The key parameters for any variable component of remuneration availed by the
directors:-
– Not Applicable
7. The ratio of the remuneration of the highest paid director to that of the employees who are not directors but receive remuneration in excess of the
highest paid director during the year:-
– Not Applicable
8. It is hereby affirmed that the remuneration paid is as per the Remuneration Policy
of the Company.
9. Market Capitalization:-
Date Issued
Shares(in Amt)
Closing
Market Price
per
Share (Rs)
EPS(Rs) PE Ratio Market
Capitalization
31.03.2015 33613000 9.50 -0.15 -63.33 319323500
31.03.2016 33613000 8.65 -0.50 -17.3 290752450
Increase/(Decrease) NIL (17.28%) 53.125% 150.2% 17.28%
Increase/(Decrease) % NIL 8.95% (233.33) (72.68%) 8.95%
BRIDGE SECURITIES LIMITED ANNUAL REPORT 2015-16
--------------------------------------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------
WE BRIDGE THE GAP P a g e | 34
ANNEXURE-III
Corporate Governance Report for the Year 2015-2016
1. The Company’s Corporate Governance Philosophy
The Company’s philosophy on corporate governance envisages the attainment of the
highest levels of transparency, accountability and equity, in all facets of its operations,
and in all its inter-actions with its stakeholders, including shareholders, employees, the
government and lenders.
Company believe that all its operations and actions must serve the underlying goal of
enhancing overall shareholders value, over sustained period of time. This report sets out
the compliance status of the Company with the requirements of corporate governance,
as set out in Pursuant to Regulation 34(3) of SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 for the financial year 2015-16.
2. Board of Directors
The board of directors of the Company is comprised of:
(1) Executive Directors (2) Independent and Non-executive Directors
The names and categories of the directors on the Board, their attendance at the Board meetings during the year and at the last Annual general Meeting of the Company are
given below:
Name of the
director
Executive/Non-
executive/Independent
No. of other
directorship
No. of board
meetings attended for
the year ending
31.03.2016
No. of
Audit Committee
Attended During
2015-16
No. of
Stakeholders’ Relationship
Committee Attended
During
2015-16
Last
AGM Attende
d (26.09.2
015)
Mr. Pragnesh
Ratilal Shah
*C.M.D
(Executive)
NIL 04 --- --- Y
Mr. Bharatkumar
R Shah
Non-Executive
Independent
Director
NIL 04 --- --- Y
Mr Dashrathlal P
Thakkar
Non-Executive
Independent
Director
NIL 04 04 04 Y
Mr Hemant P
Shah
Non-Executive
Independent
Director
NIL 04 04 04 Y
Mrs Jayshree H
Shah
Non-Executive
Independent
Director
NIL 04 04 04 Y
BRIDGE SECURITIES LIMITED ANNUAL REPORT 2015-16
--------------------------------------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------
WE BRIDGE THE GAP P a g e | 35
Number of Board of Directors Meeting held and the dates on which held:
During the period 01st April 2015 to 31st March 2016, the board met 04 times on the
following dates:
13.05.2015, 10.08.2015, 04.11.2015 and 12.02.2016
Other Directorships
The details of other directorships and chairmanships held by the Directors of the
Company are given below:-
Name (s) of Directors No of Directorship, excluding directorship in Pvt.
Companies/firms and Cos.
Incorporated u/s 8 of the Companies Act, 2013
Chairman of the
Board
No. of other Board
Committees
in which he/she is a
member or chairperson.
Pragnesh Ratilal Shah NIL NIL NIL
Dashrathlal Prahladbhai Thakkar NIL NIL NIL
Bharatkumar Ratilal Shah NIL NIL NIL
Hemant Pravinchandra Shah NIL NIL NIL
Jayshreeben H Shah NIL NIL NIL
3. Audit Committee
The Audit Committee, comprising four Directors, all being Non-Executive &
Independent Directors and all of them have financial and accounting knowledge. The
constitution of Audit Committee also meets with the requirements under Section 177
of the Companies Act, 2013 and as per Regulation 18 of SEBI (LODR) Reg, 2015.
Members are regularly present at the meetings.
a. Number of Audit Committee Meetings held during the financial year 2015-
2016 and dates of the meetings:
Audit Committee
meeting
Date Audit Committee
Meeting
Date
1 13/05/2015 3 04/11/2015
2 10/08/2015 4 12/02/2016
The Company has constitutes as Audit Committee comprising three independent
non-executive viz.
BRIDGE SECURITIES LIMITED ANNUAL REPORT 2015-16
--------------------------------------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------
WE BRIDGE THE GAP P a g e | 36
Name of the
Member
Designatio
n
Category Committe
e Meetings
attended
Dashrathlal P Thakkar
Chairman Non-Executive (Independent Director)
4
Hemant P Shah Member Non-Executive
(Independent Director)
4
Jayshreeben H Shah Member Non-Executive (Independent Director)
4
Keeping in view the provisions of section 177 of the Act, and the provisions of the SEBI LODR Regulations, 2015, the terms of reference of
the Audit Committee include the following:-
I. Oversight of the Company’s financial reporting process and the disclosure of its financial information to ensure that the financial statement is correct, sufficient and credible;
II. Recommending the appointment, remuneration and terms of appointment of
statutory auditors, including cost auditors of the Company;
III. Approving payment to statutory auditors, including cost auditors, for any other
services rendered by them;
IV. Reviewing with management the quarterly and annual financial statements before submission to the board, focusing primarily on;
Ø Matters required to be included in the Directors’ Responsibility Statement to be included in the Board’s Report in terms of clause (c) of sub-
section 3 of Section 134 of the Companies Act, 2013;
Ø Changes, if any, in accounting policies and practices and reasons for the same;
Ø Major accounting entries involving estimates based on the exercise of
judgment by the management;
Ø Compliance with listing and other legal requirements relating to financial
statements;
Ø Disclosure of any related party transactions; and.
V. Reviewing with the management, performance of statutory and internal auditors,
external and Cost auditors, the adequacy of internal control systems, risk management systems.
BRIDGE SECURITIES LIMITED ANNUAL REPORT 2015-16
--------------------------------------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------
WE BRIDGE THE GAP P a g e | 37
VI. Reviewing the adequacy of internal audit function, including the structure of the
internal audit department, staffing and seniority of the official heading the department, reporting structure coverage and frequency of internal audit.
VII. Discussion with internal auditors any significant findings and follow up there on.
VIII. Reviewing the findings of any internal investigations by the internal auditors into
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.
IX. Discussion with statutory auditors before the audit commences, about the nature and scope of audit as well as post audit discussion to ascertain any area of
concern;
X. Approval of appointment of CFO (i.e. the whole-time Finance Director or any other person heading the finance function or discharging that function) after
assessing qualifications, experience and background, etc. of the candidate;.
XI. Reviewing the Company’s financial and risk management policies.
XII. To look into the reasons for substantial defaults in the payment to the depositors,
debenture holders, shareholders (in case of non payment of declared dividends) and creditors.
XIII. to review the functioning of the Vigil Mechanism/Whistle blower mechanism
4. STAKEHOLDER RELATIONSHIP COMMITTEE (erstwhile
shareholders’/investors’ grievance committee):-
The Composition of Stakeholder Relationship Committee as on
31.03.2016 are as under:-
Name of the
Member
Designatio
n
Category Committe
e Meetings
attended
Hemant P Shah Chairman Non-Executive (Independent Director)
4
Jayshreeben H Shah Member Non-Executive
(Independent Director)
4
Dashrathlal P Thakkar
Member Non-Executive (Independent Director)
4
BRIDGE SECURITIES LIMITED ANNUAL REPORT 2015-16
--------------------------------------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------
WE BRIDGE THE GAP P a g e | 38
Number of Committee meetings held during the financial year 2015-2016
and dates of the meetings:
Stakeholder
Relationship Committee
Meeting
Date Stakeholder
Relationship Committee Meeting
Date
1 13/05/2015 3 04/11/2015
2 10/08/2015 4 12/02/2016
C. Keeping in view the provisions of section 178 of the Act, and the
provisions of the SEBI LODR Regulations 2015 the terms of reference of the Stakeholders Relationship Committee are as follows :-
I. Oversee and review all matters connected with the transfer of the Company’s
securities;
II. Approve issue of the Company’s duplicate share / debenture certificates; III. Consider, resolve and monitor redressal of investors’ / shareholders’ / security
holders’ grievances related to transfer of securities, non-receipt of Annual Report, non-receipt of declared dividend etc.;
IV. Oversee the performance of the Company’s Registrars and Transfer Agents; V. Recommend methods to upgrade the standard of services to investors;
VI. Monitor implementation and compliance with the Company’s Code of Conduct for Prohibition of Insider Trading;
VII. Carry out any other function as is referred by the Board from time to time and
/ or enforced by any statutory notification / amendment or modification as may be applicable.
D. Investor Grievance Redressal:-
Number of complaints received and resolved during the year as on 31st March, 2016
is as follows:-
Number of complaints as on 1st April, 2015 NIL
Number of complaints received during the year ended on 31st
March, 2016
NIL
Number of complaints resolved up to 31st March, 2016 NIL
Number of complaints pending as on 31st March, 2016 NIL
5. Nomination and Remuneration Committee
The composition of the Nomination and Remuneration Committee as on
31.03.2016 and the details of the meetings attended by the Directors are given
below:
Name of the
Member
Designatio
n
Category Committe
e
Meetings attended
Dashrathlal
Prahladbhai Thakkar
Chairman Non-Executive
(Independent Director)
1
Hemant
Pravinchandra Shah
Member Non-Executive
(Independent Director)
1
BRIDGE SECURITIES LIMITED ANNUAL REPORT 2015-16
--------------------------------------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------
WE BRIDGE THE GAP P a g e | 39
Jayshreeben H Shah Member Non-Executive
(Independent Director)
1
One Meeting of Remuneration Committee was held on 05/05/2015.
A. Keeping in view the provisions of section 178 of the Act and the
provisions of the SEBI LODR Regulations 2015, the terms of reference of
the NOMINATION AND REMUNERATION COMMITTEE include the
following.
I. formulation of the criteria for determining qualifications, positive attributes and independence of a director and recommend to the board of directors a policy
relating to, the remuneration of the directors, key managerial personnel and other employees;
II. formulation of criteria for evaluation of performance of independent directors and
the board of directors; III. devising a policy on diversity of board of directors;
IV. identifying persons who are qualified to become directors and who may be appointed in senior management in accordance with the criteria laid down, and
recommend to the board of directors their appointment and removal; V. Whether to extend or continue the term of appointment of the independent
director, on the basis of the report of performance evaluation of independent directors.
The details of remuneration paid to the directors for the year 2015-2016 is as
follows:-
Name Salary Perquisites Commission Total
Pragnesh Ratilal Shah NIL NIL NIL NIL
Dashrathlal Prahladbhai
Thakkar
NIL NIL NIL NIL
Bharatkumar Ratilal Shah NIL NIL NIL NIL
Hemant Pravinchandra Shah NIL NIL NIL NIL
Jayshreeben H Shah NIL NIL NIL NIL
Total NIL NIL NIL NIL
No sitting fee is payable to the Executive, Non Executive and Managing Director.
Details of shares of the Company held by Directors as on 31st March, 2016 are
as under:-
Sr. No. Name of the Director No. of Shares held
1. Pragnesh Ratilal Shah 946451
2. Bharat Ratilal Shah 0
3. Jayshreeben H Shah 0
4. Dashrathlal Prahladbhai Thakkar 0
5. Hemant Pravinchandra Shah 0
The Company has no employee stock option scheme in force at present.
BRIDGE SECURITIES LIMITED ANNUAL REPORT 2015-16
--------------------------------------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------
WE BRIDGE THE GAP P a g e | 40
6. General Body Meetings:
The Last three General Body Meetings of the company were held as under:-
Year Location Date Time No. of
Special
Resolution
s Passed
18th 2012-2013 RADHE UPVAN, NR.
RUTURAJ FOUNDATION CLUB, HATHIJAN,
MEHMEDABAD ROAD,
AHMEDABAD
27.09.2013 04.30 p.m ----
19th 2013-2014 RADHE UPVAN, NR.
RUTURAJ FOUNDATION
CLUB, HATHIJAN, MEHMEDABAD ROAD,
AHMEDABAD
26.09.2014 04.30 p.m 1
20th 2014-2015 RADHE UPVAN, NR. RUTURAJ FOUNDATION
CLUB, HATHIJAN, MEHMEDABAD ROAD,
AHMEDABAD
26.09.2015 04.30 p.m ---
No postal ballot was conducted during the year.
7. Re-appointment of Directors (Regulation 36(3) of SEBI (LODR)
Regulations, 2015,)
The brief particulars of the directors of the company, retiring by rotation and
proposed to be re-appointed at the ensuring Annual General Meeting are as under
:-
The Director has furnished the requisite declaration for his re-appointment.
Name Shri Pragnesh Ratilal Shah
Date of Birth 30/07/1956
DIN 00144888
Shareholding 9,46,451
Relationship with other Directors/
Manager/KMP
PROMOTER
Education Qualification BACHELOR DEGREE IN COMMERCE
Experience Experience in the field of capital market
operations, stock broking, investments
and financial consultancy for more than
BRIDGE SECURITIES LIMITED ANNUAL REPORT 2015-16
--------------------------------------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------
WE BRIDGE THE GAP P a g e | 41
35 years. He is also broker member of
Vadodara stock exchange ltd. and duly
registered with SEBI. He is involved in
the share and stock business from a very
young age as the same had been
inherited from his father late Ratilal s
shah who was a member of the
Ahmedabad stock exchange. Overall a
first generation promoter with lot of
experience on his hand.
List of other Directorship
/Committee membership in other
Public Companies As on 31st March,
2016.
NIL
8. Disclosure:
The Company has complied with all the requirement of the Listing Agreement
with the stock exchange as well as the regulations and guidelines of SEBI.
Penalties were imposed against your Company by Bombay Stock Exchange for
late filing listing fees.
Disclosure on materially significant related party transactions: Not Applicable
There were no transactions of material nature with its promoters, the Directors or
the management or relatives of the Directors during the year. There were no
instances of non-compliance on any matter related to the capital Markets, during
the last three years.
Independent Directors are familiarised with their roles, rights and responsibilities in the Company as well as with the nature of industry and business model of the
Company.
9. Means of Communication to Shareholders:
a) Financial Results:
The Company has regularly published its quarterly, half yearly & annual results in
newspapers & submitted to stock exchanges in accordance with the Listing
Agreement requirements. Company ordinarily published its quarterly reports in
newspaper. Our Website address is http://bridgesecurities.in/.
The Management Discussion and Analysis Report forms part of the report
BRIDGE SECURITIES LIMITED ANNUAL REPORT 2015-16
--------------------------------------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------
WE BRIDGE THE GAP P a g e | 42
10. General Shareholder Information:
a. Book Closure Date : 18th September, 2016 to 24th September. 2016
b. Date, time and venue of AGM : 2015-2016
24th September. 2016 at 04: 30 p.m
RADHE UPVAN,
NR RUTURAJ FOUNDATION CLUB,
HATHIJAN,
MEHMEDABAD ROAD,
AHMEDABAD
c. Listing on stock exchanges : Ahmedabad stock exchange Ltd.
Stock code: 09897
Bombay stock Exchange ltd.
Stock Code: 530249
Vadodara Stock Exchange Ltd.
FORTUNE TOWER,
SAYAJIGUNJ,
VADODRA 390005
ISIN: - INE958C01017
d. Market Price Data:-
The Stock Market Price Data of Trading of Equity Shares of the Company at
Bombay Stock Exchange for the period from 1st April, 2015 to 31st March,
2016:-
Month High Low Close
Apr-15 10 9.5 9.6
May-15 9.5 9.1 9.1
Jun-15 8.7 7.6 7.6
Jul-15 7.25 7 7
Aug-15 7 7 7
BRIDGE SECURITIES LIMITED ANNUAL REPORT 2015-16
--------------------------------------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------
WE BRIDGE THE GAP P a g e | 43
Sep-15 7.25 7 7.25
Oct-15 8.5 7.5 8.5
Nov-15 8.6 8.6 8.6
Dec-15 8.5 8.25 8.25
Jan-16 8.65 8.25 8.65
Feb-16 8.65 8.65 8.65
Mar-16 --- --- ---
e. Listing Fees: - Paid to the Ahmedabad, Bombay & Vadodara Stock Exchange
for the financial year 2015-16.
f. Compliance Officer :- Mr. Rajan Shah
g. Financial Year :- 01st April to 31st March each year
Particulars Tentative Schedule
Quarterly Unaudited Result
Quarter Ending 30th June, 2016 On or before 14th August, 2016
Quarter Ending 30th September, 2016 On or before 14th November, 2016
Quarter Ending 31st December, 2016 On or before 14th February, 2016
Annual Audited Result
Year ending 31st March, 2017 Within 60 days from 31 March, 2017
Dividend declare for earlier year: 2014-15 2013-14 2012-13
NIL NIL NIL
H. Trading in Shares (electronic : SEBI has made trading in the Company’s
Form) on stock Exchange Shares compulsory in electronic form for
all categories of investors.
BRIDGE SECURITIES LIMITED ANNUAL REPORT 2015-16
--------------------------------------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------
WE BRIDGE THE GAP P a g e | 44
11. DEMATERIALIZATION OF SHARES: (as on March 31, 2016)
Particular No. Of Equity shares % to share capital
NSDL 8, 65,335 25.74
CDSL 18, 61,165 55.37
PHYSICAL 6, 34,800 18.89
Total 33,61,300 100.00
12. DISTRIBUTION OF SHAREHOLDING: (as on march 31, 2016)
No. Of shares Total
Shareholders
% of total
shareholders
Total shares % of total
Shares
Upto 500 3976 93.049 599642 17.84
500 - 1000 147 3,440 122304 3.64
1001 - 2000 75 1.755 114752 3.41
2001 - 3000 25 0.585 64092 1.90
3001 - 4000 13 0.304 43491 1.29
4001 - 5000 6 0.140 26599 0.79
5001 - 10000 12 0.280 84280 2.50
10001 and above
19 0.444 2306140 68.61
TOTAL 4273 100.00 3361300 100.00
13. Registrar & Share Transfer Agents: Name & Address : M/s. LINK INTIME INDIA PVT. LTD
303, SHOPPER’S PLAZA- V,
OPP MUNCIPAL MARKET, OFF C G ROAD, NAVRANGPURA, AHMEDABAD -380009
PH NO 079-26465179 Email: anand.padh@linkintime.co.in
14. SHARE HOLDING PATTERN AS ON 31st MARCH, 2016 :
Sr.
No.
Category No. of Shares
held
% of
%Share Holding
1. Promoters 1101051 32.76
2. Mutual Fund and UTI -- --
3. Bank, Financial Institution, Insurance
Companies (Central/State Government Institution)
-- --
4. Foreign Institutional Investors -- --
5. Private Corporate Bodies 402327 11.97
6. Indian Public 1832525 54.52
7. NRIs/OCBs 52 0.00
8. Clearing Member
9. Other 25345 0.75
Grand Total :- 33,61,300 100.00
BRIDGE SECURITIES LIMITED ANNUAL REPORT 2015-16
--------------------------------------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------
WE BRIDGE THE GAP P a g e | 45
15. Outstanding GDR/ADRs/ Warrant or any convertible instrument,
conversion and likely impact on equity:- NIL
16. Registered Office Address for Correspondence
BRIDGE SECURITIES LIMITED 17, SUHAS NAGAR SOCIETY,
NR DINESH HALL, ASHRAM ROAD,
Ahmedabad-380009, Gujarat
Registered office:-
17, Suhas Nagar Society, Nr.
Dinesh Hall, Ashram Road,
Ahmedabad Gujarat – 380009.
CIN:
L67120GJ1994PLC023772
BY ORDER OF THE BOARD OF DIRECTORS
FOR, BRIDGE SECURITIES LTD.
PRAGNESH SHAH
Place:- AHMEDABAD Date: 28/05/2016
CHAIRMAN AND MANAGING DIRECTOR
DIN:-00144888
BRIDGE SECURITIES LIMITED ANNUAL REPORT 2015-16
--------------------------------------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------
WE BRIDGE THE GAP P a g e | 46
DECLARATION OF COMPLIANCE WITH THE CODE OF CONDUCT Pursuant to Regulation 26(3) of SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015
To, The Members
Bridge Securities Ltd Ahmedabad
I, Pragnesh Ratilal Shah, Managing Director of the Company, to hereby declare that the
Directors and Senior Officers of the Company have exercised their authorities and
powers and discharged their duties and functions in accordance with the requirement of
the Code of Conduct as prescribed by the Company and have adhered to the provisions
of the same.
For Bridge Securities Ltd
Pragnesh Ratilal Shah
Place: Ahmedabad Managing Director Date: 28/05/2016 DIN: 00144888
BRIDGE SECURITIES LIMITED ANNUAL REPORT 2015-16
--------------------------------------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------
WE BRIDGE THE GAP P a g e | 47
ANNEXURE-III
Chief Executive Officer (CEO) / Chief Financial Officer (CFO) Certification under
Regulation 17(8) of the (LODR) Reg, 2015
The Board of Directors, Bridge Securities Limited,
Ahmedabad
Mr. Pragnesh Ratilal Shah, Managing Director in terms of Companies Act, 2013 and
Mr. Rajan Bharatkumar Shah, Chief Financial Officer of the Company hereby certify
to the Board that:
A. We have reviewed financial statements and the cash flow statement of Bridge Securities
Limited for the year ended 31st March, 2016 and to the best of their knowledge and
belief :
1. these statements do not contain any materially untrue statement or omit any material
fact or contain statements that might be misleading;
2. These statements together present a true and fair view of the company’s affairs and are
in compliance with existing accounting standards, applicable laws and regulations.
B. There are, to the best of their knowledge and belief, no transactions entered into by the
Company during the year which are fraudulent, illegal or violative of the Company’s code
of conduct.
C. They accept responsibility for establishing and maintaining internal controls for financial
reporting and we have evaluated the effectiveness of internal control systems of the
Company pertaining to financial reporting. We have not come across any reportable
deficiencies in the design or operation of such internal controls.
D. They have indicated to the auditors and the Audit committee:
1. that there are no significant changes in internal control over financial reporting during
the year;
2. that there are no significant changes in accounting policies during the year; and
3. That there are no instances of significant fraud of which we have become aware.
Ahmedabad Mr. Pragnesh R Shah Mr. Rajan B Shah
Date:- 28/05/2016 Managing Director Chief Financial Officer
BRIDGE SECURITIES LIMITED ANNUAL REPORT 2015-16
--------------------------------------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------
WE BRIDGE THE GAP P a g e | 48
ANNEXURE-IV
Form No. MR-3 SECRETARIAL AUDIT REPORT
FOR THE FINANCIAL YEAR ENDED 31.03.2016 [Pursuant to section 204(1) of the Companies Act, 2013 and rule No.9 of the Companies
(Appointment and Remuneration Personnel) Rules, 2014]
SECRETARIAL AUDIT REPORT
FOR THE FINANCIAL YEAR ENDED 31.03.2016
To, The Members,
BRIDGE SECURITIES LIMITED
I, Amrish Navinchandra Gandhi, Proprietor of Amrish Gandhi & Associates, Practising Company Secretary, have conducted the secretarial audit of the compliance of applicable
statutory provisions and the adherence to good corporate practices by BRIDGE
SECURITIES LIMITED (CIN: L67120GJ1994PLC023772) (hereinafter called the company). Secretarial Audit was conducted in a manner that provided me/us a
reasonable basis for evaluating the corporate conducts/statutory compliances and expressing my opinion thereon.
Based on my verification of the BRIDGE SECURITIES LIMITED (name of the
company’s) books, papers, minute books, forms and returns filed and other records maintained by the company and also the information provided by the Company, its
officers, agents and authorized representatives during the conduct of secretarial audit,
I/We hereby report that in my/our opinion, the company has, during the audit period covering the financial year ended on 31st March, 2016, complied with the statutory
provisions listed hereunder and also that the Company has proper Board-processes and compliance-mechanism in place to the extent, in the manner and subject to the
reporting made hereinafter: -
I have examined the books, papers, minute books, forms and returns filed and other records maintained by BRIDGE SECURITIES LIMITED (“The Company”) for the
financial year ended on 31st March, 2016 according to the provisions of:-
I. The Companies Act, 2013 (the Act) and the rules made thereunder;
II. The Securities Contracts (Regulation) Act, 1956 (‘SCRA’) and the rules made
thereunder;
III. The Depositories Act, 1996 and the Regulations and Bye-laws framed thereunder;
IV. Foreign Exchange Management Act, 1999 and the rules and regulations made
thereunder to the extent of Foreign Direct Investment, Overseas Direct Investment and External Commercial Borrowings; (Not Applicable to the
Company during the Audit Period);
V. The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992 (‘SEBI Act’):-
a) The Securities and Exchange Board of India (Substantial Acquisition of Shares
and Takeovers) Regulations, 2011;
BRIDGE SECURITIES LIMITED ANNUAL REPORT 2015-16
--------------------------------------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------
WE BRIDGE THE GAP P a g e | 49
b) The Securities and Exchange Board of India (Prohibition of Insider Trading)
Regulations, 1992 (upto 14th May, 2015) and Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015 (effective 15th May,
2015);
c) The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009 (Not Applicable to the Company during the
Audit Period);
d) The Securities and Exchange Board of India (Share Based Employee Benefits)
Regulations, 2014 (Not Applicable to the Company during the Audit Period);
e) The Securities and Exchange Board of India (Issue and Listing of Debt Securities)
Regulations, 2008 (Not Applicable to the Company during the Audit Period);
f) The Securities and Exchange Board of India (Registrars to an Issue and Share
Transfer Agents) Regulations, 1993 regarding the Companies Act and dealing with
client;
g) The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009 (Not Applicable to the Company during the Audit
Period); and
h) The Securities and Exchange Board of India (Buyback of Securities) Regulations, 1998 (Not Applicable to the Company during the Audit Period);
(VI) As informed to me no other Laws specifically applicable to the Company.
I have also examined compliance with the applicable clauses of the following:-
(i) Secretarial Standards issued by The Institute of Company Secretaries of India.
(ii) The Listing Agreements entered into by the Company with Ahmedabad Stock Exchange, Bombay Stock Exchange (BSE); Vadodara Stock Exchange Limited.
During the period under review the Company has complied with the provisions of the Act, Rules, Regulations, Guidelines, Standards, etc. mentioned above except to the
extent as mentioned below:-
i. During the year under review, Form DIR-12 for Appointment of Chief Financial Officer was filed with additional fee.
ii. E-form MGT-14 for Appointment of Chief Financial Officer and Secretarial Auditor has not been filed within stipulated time.
iii. E-form MR-1 for appointment of Chief Financial Officer was filed with additional fee.
iv. E-form MGT-14 for Approval of Directors’ Report was not filed within stipulated time.
I/we further report that
The Board of Directors of the Company is duly constituted with proper balance of Executive Directors, Non-Executive Directors and Independent Directors. The changes in
the composition of the Board of Directors that took place during the period under review were carried out in compliance with the provisions of the Act.
BRIDGE SECURITIES LIMITED ANNUAL REPORT 2015-16
--------------------------------------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------
WE BRIDGE THE GAP P a g e | 50
Adequate notice is given to all directors to schedule the Board Meetings, agenda and
detailed notes on agenda were sent at least seven days in advance, and a system exists for seeking and obtaining further information and clarifications on the agenda items
before the meeting and for meaningful participation at the meeting.
All decisions of the board were unanimous and the same was captured and recorded as part of the minutes.
I further report that there are adequate systems and processes in the company
commensurate with the size and operations of the company to monitor and ensure
compliance with applicable laws, rules, regulations and guidelines.
For Amrish Gandhi & Associates
Amrish N. Gandhi
Company Secretary CP No: 5656 FCS: 8193
Place: Ahmedabad Date: 28th May, 2016
*This report is to be read with our letter of even date which is annexed as’ ANNEXURE
A’ and forms an integral part of this report.
BRIDGE SECURITIES LIMITED ANNUAL REPORT 2015-16
--------------------------------------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------
WE BRIDGE THE GAP P a g e | 51
‘ANNEXURE A TO SECRETARIAL AUDIT REPORT’
To,
The Members,
BRIDGE SECURITIES LIMITED
17, SUHAS NAGAR SOCIETY,
NR DINESH HALL, ASHRAM ROAD,
AHMEDABAD, GUAJART
INDIA – 380009
Our report of even date is to be read along with this letter.
1. Maintenance of secretarial record is the responsibility of the management of the company. Our responsibility is to express an opinion on these secretarial records based
on our audit.
2. We have followed the audit practices and processes as were appropriate to obtain
reasonable assurance about the correctness of the contents of the Secretarial records.
The verification was done on test basis to ensure that correct facts are reflected in secretarial records. We believe that the processes and practices, we followed provide a
reasonable basis for our opinion.
3. We have not verified the correctness and appropriateness of financial records and Books
of Accounts of the company.
4. Where ever required, we have obtained the Management representation about the
compliance of laws, rules and regulations and happening of events etc.
5. The compliance of the provisions of Corporate and other applicable laws, rules,
regulations, standards is the responsibility of management. Our examination was limited to the verification of procedures on test basis.
6. The Secretarial Audit report is neither an assurance as to the future viability of the company nor of the efficacy or effectiveness with which the management has conducted
the affairs of the company.
For Amrish Gandhi & Associates
Amrish N. Gandhi Company Secretary
CP No: 5656 FCS: 8193 Place: Ahmedabad
Date: 28th May, 2016
BRIDGE SECURITIES LIMITED ANNUAL REPORT 2015-16
--------------------------------------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------
WE BRIDGE THE GAP P a g e | 52
AUDITOR’S REPORT ON CORPORATE GOVERNANCE
To
The Members, BRIDGE SECURITIES LIMITED
We have examined the compliance of conditions of corporate Governance by BRIDGE
SECURITIES LIMITED for the year ended on 31st March, 2016, as stipulated in
Regulations 17 to 27 and clauses (b) to (i) of sub regulation (2) of regulation 46 and
para C, D and E of Schedule V of the Securities and Exchange Board of India (Listing
Obligations and Disclosures Requirement) Regulations, 2015 (collectively referred to as
“SEBI Listing Regulations, 2015)
The compliance of conditions of corporate governance is the responsibility of the
Management, Our examination was carried out in accordance with the Guidance Note on
Certification of Corporate Governance issued by the Institute of Chartered Accountants
of India and was limited to procedures and implementation thereof, adopted by the
Company for ensuring the compliance of the conditions of Corporate Governance. It is
neither an audit nor an expression of opinion on the financial statements of the
Company.
In our opinion and to the best of our information and according to the explanations give
to us, We certify that the Company has complied with the conditions of the corporate
Governance as stipulated in the SEBI Listing Regulations, 2015.
As required by the Guidance Note issued by the Institute of Chartered Accountants of
India we have to state that no investor grievances were pending for a period of One
month against the Company as per reports maintained by the Shareholders/ Investor’s
Grievance committee.
We further state that such compliance is neither an assurance as to the future viability of
the Company nor the efficiency or effectiveness with which the management has
conducted the affairs of the Company.
For, Ashvin K. Yagnik & Co. Chartered Accountants
(FRN-100710W)
Place: Ahmedabad Bhavan M. Trivedi
Date: 28/05/2016 Partner (M. No. – 043482)
BRIDGE SECURITIES LIMITED ANNUAL REPORT 2015-16
--------------------------------------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------
WE BRIDGE THE GAP P a g e | 53
INDEPENDENT AUDITOR’S REPORT
To The Members,
BRIDGE SECURITIES LIMITED
Report on the STANDALONE FINANCIAL STATEMENTS
We have audited the accompanying standalone financial statements of BRIDGE
SECURITIES LIMITED (“the Company”), which comprise the Balance Sheet as at
March 31, 2016, the Statement of Profit and Loss, the Cash Flow Statement for the year
then ended, and a summary of significant accounting policies and other explanatory
information.
Management’s Responsibility for the Standalone Financial Statements
The Company’s Board of Directors is responsible for the matters stated in Section
134(5) of the Companies Act, 2013 (“the Act”) with respect to the preparation of these financial statements to give a true and fair view of the financial position, financial
performance and cash flows of the Company in accordance with the accounting
principles generally accepted in India, including the Accounting Standards specified
under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules,
2014. This responsibility also includes maintenance of adequate accounting records in
accordance with the provisions of the Act for safeguarding the assets of the Company
and for preventing and detecting frauds and other irregularities; selection and
application of appropriate accounting policies; making judgments and estimates that
are reasonable and prudent; and design, implementation and maintenance of adequate
internal financial controls, that were operating effectively for the ensuring the accuracy
and completeness of the accounting records, relevant to the preparation and
presentation of the financial statements that give a true and fair view and are free from
material misstatement, whether due to fraud or error.
Auditor’s Responsibility
Our responsibility is to express an opinion on these financial statements based on our
audit.
We have taken into account the provisions of the Act and the Rules made there under
including the accounting and auditing standards and matters which are required to be
included in the audit report.
We conducted our audit in accordance with the Standards on Auditing specified under
Section 143(10) the Act and other applicable authoritative pronouncement issued by
BRIDGE SECURITIES LIMITED ANNUAL REPORT 2015-16
--------------------------------------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------
WE BRIDGE THE GAP P a g e | 54
the Institute of Chartered Accountants of India. Those Standards and pronouncement
require that we comply with ethical requirements and plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free from
material misstatement.
An audit involves performing procedures to obtain audit evidence about the amounts
and disclosures in the financial statements. The procedures selected depend on the
auditor’s judgment, including the assessment of the risks of material misstatement of
the financial statements, whether due to fraud or error. In making those risk
assessments, the auditor considers internal financial controls relevant to the Company’s
preparation of the financial statements that give a true and fair view in order to design
audit procedures that are appropriate in the circumstances, but not for the purpose of
expressing an opinion on whether the Company has in place an accurate internal
financial controls system over financial reporting and the operating effectiveness of
such controls. An audit also includes evaluating the appropriateness of accounting
policies used and the reasonableness of the accounting estimates made by the
Company’s Directors, as well as evaluating the overall presentation of the financial
statements.
We believe that the audit evidence we have obtained is sufficient and appropriate to
provide a basis for our audit opinion on the standalone financial statements.
Opinion
In our opinion and to the best of our information and according to the explanations
given to us, the aforesaid standalone financial statements give the information required
by the Act in the manner so required and give a true and fair view in conformity with
the accounting principles generally accepted in India:
a) In the case of the Balance Sheet, of the state of affairs of the Company as at 31st
March, 2016
b) In the case of Statement of Profit and Loss, of the loss for the year ended on that
date; and c) In the case of the Cash Flow Statement, of the cash flows for the year ended on that
date.
Report on Other Legal and Regulatory Requirements
1. As required by the Companies (Auditor’s Report) Order, 2016 issued by the Central
Government of India in terms of sub-section (11) of section 143 of the Act
(hereinafter referred to the “Order”), and on the basis of such checks of the books and records of the Company as we considered appropriate and according to the
information and explanations given to us, we give in the Annexure B a statement on
the matters specified in paragraphs 3 and 4 of the Order.
2. As required by section 143(3) of the Act, we report that:
BRIDGE SECURITIES LIMITED ANNUAL REPORT 2015-16
--------------------------------------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------
WE BRIDGE THE GAP P a g e | 55
a. We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purpose of our audit.
b. In our opinion proper books of account as required by law have been kept by the Company so far as it appears from our examination of those books.
c. The Balance Sheet, Statement of Profit and Loss and the Cash Flow Statement
dealt with by this Report are in agreement with the books of account.
d. In our opinion, the aforesaid standalone financial statements comply with the
Accounting Standards specified under Section 133 of the Act, read with Rule 7 of
the Companies (Accounts) Rules, 2014.
e. On the basis of written representations received from the Directors as on March
31, 2016, and taken on record by the Board of Directors, none of the directors is
disqualified as on March 31, 2016, from being appointed as a director in terms of
Section 164(2) of the Act.
f. With respect to the adequacy of the internal financial controls over financial
reporting of the Company and the operating effectiveness of such controls, refer
to our separate report in Annexure – A.
g. with respect to the other matters to be included in the Auditor’s Report in accordance with Rule 11 of the Companies (Audit and Auditors), 2014, in our opinion and to the best of our knowledge and belief and according to the information and explanations given to us;
i. The Company does not have any pending litigations which would impact its
financial position.
ii. In our opinion and as per the information and explanations provides to us, the
Company has not entered into any long-term contracts including derivative
contracts, requiring provision under applicable laws or accounting standards,
for material foreseeable losses, and
iii. There were no amounts which were required to be transferred to the Investor Education and Protection Fund by the Company.
For Ashvin K Yagnik & Co
Chartered Accountants
(FRN - 100710W)
Place : Ahmedabad
Bhavan M. Trivedi
Partner (M.No. – 043482)
Date : 28/05/2016
BRIDGE SECURITIES LIMITED ANNUAL REPORT 2015-16
--------------------------------------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------
WE BRIDGE THE GAP P a g e | 56
ANNEXURE B TO THE INDEPENDENT AUDITORS’REPORT:
(Referred to in Paragraph 1 under section Report on Other Legal and Regulatory
Requirements, of our report of even date)
1.1. The company is maintaining proper records showing full particulars including
quantitative details and situation of fixed assets.
1.2. All the fixed assets have been physically verified by the management at reasonable
intervals and no material discrepancies were noticed on such verification.
1.3. There is no immovable properties in the name of the Company, accordingly the
provisions of Clause (i)(c) of the Order are not applicable to the Company.
2. The inventories have been physically verified at reasonable intervals by the management. The discrepancies if any, noticed on physical verification of inventory
as compared to book records have been appropriately dealt with in the books of
accounts.
3. As informed to us, the company has not granted any loans, secured or unsecured,
to companies, firms or other parties covered in the register maintained under
section 189 of the Companies Act. Accordingly, the sub-clauses (a), (b) and (c) are
not applicable to the company.
4. In our opinion and according to the information and explanations given to us, the
Company has complied with the provisions of Section 185 and 186 of the
Companies Act, 2013 in respect of the loans and investments made and
guarantees and security provided by it.
5. According to the information and explanations given to us, the Company has not
accepted any deposits in terms of directives issued by Reserve Bank of India and
the provisions of Sections 73 to 76 or any other relevant provisions of the
Companies Act and the rules framed there under.
6. We have broadly reviewed the books of account maintained by the Company
pursuant sub-section (1) of Section 148 of the Companies Act, and are of the
opinion that prima facie, the prescribed accounts and records have been made and
maintained.
7. The company is generally regular in depositing undisputed statutory dues including
provident fund, employees state insurance, income tax, sales tax, wealth tax,
service tax, duty of customs, duty of excise, value added tax, cess and any other
statutory dues with the appropriate authorities and we have been informed that
there are no arrears of outstanding statutory dues as at the last day of the
financial year under audit for a period of more than six months from the date they
became payable.
7.1 According to the information and explanations given to us, no undisputed amount
is payable in respect of income tax or sales tax or wealth tax or service tax or duty
of customs or duty of excise or value added tax or cess as at March 31, 2016, .
BRIDGE SECURITIES LIMITED ANNUAL REPORT 2015-16
--------------------------------------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------
WE BRIDGE THE GAP P a g e | 57
8. According to the information and explanations given to us, the Company has not
defaulted in repayment of dues to a financial institution or bank.
9. According to the information and explanations given to us, no term loans were obtained during the year under audit.
10. Based upon the audit procedures performed and according to the information and
explanations given to us, no fraud on or by the company has been noticed or
reported during the year of our audit.
11. The Company has paid/provided for managerial remuneration in accordance with
the requisite approvals mandated by the provisions of Section 197 read with
Schedule V to the Act.
12. As the Company is not a Nidhi Company and the Nidhi Rules, 2014 are not
applicable to it, the provisions of Clause 3(xii) of the Order are not applicable to
the Company.
13. The Company has entered into transactions with related parties in compliance with
the provisions of Section 177 and 188 of the Act. The details of such related party
transactions have been disclosed in the financial statements as required under
Accounting Standard (AS) 18, Related Party Disclosures specified under Section
133 of the Act, read with Rule 7 of the Companies (Account) Rules, 2014.
14. The Company has not made any preferential allotment or private placement of
shares or fully or partly convertible debentures during the year under review.
Accordingly, the provisions of Clause 3(xiv) of the Order are not applicable to the
company.
15. The Company has not entered into any non cash transactions with its directors or
persons connected with him. Accordingly, the provisions of Clause 3(xv) of the
Order are not applicable to the Company.
16. The Company is not required to be registered under Section 45-IA of the Reserve
Bank of India Act, 1934. Accordingly, the provisions of Clause 3(xvi) of the Order
are not applicable to the Company.
For Ashvin K Yagnik & Co.
Chartered Accountants
(FRN - 100710W)
Bhavan M. Trivedi
Place : Ahmedabad Partner(M.No.- 043482)
Date : 28/05/2016
BRIDGE SECURITIES LIMITED ANNUAL REPORT 2015-16
--------------------------------------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------
WE BRIDGE THE GAP P a g e | 58
ANNEXURE A TO THE INDEPENDENT AUDITORS’ REPORT
(Referred to in Paragraph 2(f) of the Independent Auditor’s Report of even date to the
members of Bridge Securities Limited on the standalone financial statements for the
year ended March 31, 2016)
Report on the Internal Financial Controls under Clause (1) of Sub section 3 of Section
143 of the Act.
1. We have audited the internal financial controls over financial reporting of Bridge
Securities Limited (“the Company”) as at March 31, 2016 in conjunction with our audit of the standalone financial statements of the Company for the year ended on
that date.
Management’s Responsibility for Internal Financial Controls
2. The Company’s management is responsible for establishing and maintaining internal
financial controls based on the internal control over financial reporting criteria
established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls over
financial reporting issued by The Institute Of Chartered Accountants of India (ICAI).
These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively 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 as required under the Act.
Auditors’ Responsibility
3. Our responsibility is to express an opinion on the Company’s internal financial controls over financial reporting based on our audit. We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls over
Financial Reporting (the “Guidance Note”) and the Standards on Auditing deemed to be prescribed under section 143(10) of the Act to the extent applicable to an audit
of internal financial controls, both applicable to an audit of internal financial controls
and both issued by the ICAI. Those standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain
reasonable assurance about whether adequate internal financial controls over financial reporting was established and maintained and if such controls operated
effectively in all material respects.
BRIDGE SECURITIES LIMITED ANNUAL REPORT 2015-16
--------------------------------------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------
WE BRIDGE THE GAP P a g e | 59
4. Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system over financial reporting and their
operating effectiveness. Our audit of internal financial controls over financial reporting included obtaining an understanding of internal financial controls over
financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on
the assessed risk. The procedures selected depend on the auditor’s judgement, including the
assessment of the risks of material misstatement of the financial statements,
whether due to fraud or error.
5. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the Company’s internal financial controls system over financial reporting.
Meaning of Internal Financial Controls Over Financial Reporting
6. A company’s internal financial control over financial reporting is a process designed
to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with
generally accepted accounting principles. A company’s internal financial control over financial reporting includes those policies and procedures that
i) pertain to the maintenance of records that, in reasonable detail, accurately and
fairly reflect the transactions and dispositions of the assets of the company.
ii) provide reasonable assurance that transactions are recorded as necessary to
permit preparation of financial statements in accordance with generally accepted
accounting principles, and that receipts and expenditures of the company are
being made only in accordance with authorization of management and directors
of the company, and
iii) provide reasonable assurance regarding prevention or timely detection of
unauthorized acquisition, use, or disposition of the company’s assets that could
have a material effect on the financial statements.
Inherent Limitations of Internal Financial Controls over Financial Reporting
7. Because of the inherent limitations of internal financial controls over financial reporting, including the possibility of collusion or improper management override of
controls, material misstatements due to error or fraud may occur and not be
detected. Also, projections of any evaluation of the internal financial controls over
financial reporting to future periods are subject to the risk that the internal financial
controls over financial reporting may become inadequate because of changes in
conditions, or that the degree of compliance with the policies or procedures may
deteriorate.
BRIDGE SECURITIES LIMITED ANNUAL REPORT 2015-16
--------------------------------------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------
WE BRIDGE THE GAP P a g e | 60
Opinion
8. In our opinion, the Company has, in all material respects, an adequate internal financial controls system over financial reporting and such internal financial controls
over financial reporting were operating effectively as at March 31, 2016 based on the internal control over financial reporting criteria established by the Company
considering the essential components of internal control stated in the Guidance Note
on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants Of India.
For Ashvin K Yagnik & Co.
Chartered Accountants
(FRN - 100710W)
Bhavan M. Trivedi
Place : Ahmedabad Partner(M.No.- 043482)
Date : 28/05/2016
BRIDGE SECURITIES LIMITED ANNUAL REPORT 2015-16
--------------------------------------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------
WE BRIDGE THE GAP P a g e | 61
Balance Sheet as at 31 March, 2016
Particulars
Note
No.
As at 31 March, 2016 As at 31 March, 2015
Rs. Rs.
A EQUITY AND LIABILITIES
1 Shareholders’ funds
(a) Share capital 1 33,613,000.00 33,613,000.00
(b) Reserves and surplus 2 (26,951,750.00) (25,270,701.00)
(c) Money received against share warrants
2 Share application money pending allotment
3 Non-current liabilities
(a) Long-term borrowings
(b) Deferred tax liabilities (net) 3 118,540.00 116,980.00
(c) Other long-term liabilities
(d) Long-term provisions
4 Current liabilities
(a) Short-term borrowings
(b) Trade payables
(c) Other current liabilities 4 - 1,925,000.00
(d) Short-term provisions
TOTAL 6,779,790.00 10,384,279.00
B ASSETS
1 Non-current assets
(a) Fixed assets
(i) Tangible assets 5 25,907.00 25,907.00
(ii) Intangible assets
(iii) Capital work-in-progress
(iv) Intangible assets (Under Develop.)
(v) Fixed assets held for sale
(b) Non-current investments
(c) Deferred tax assets (net)
(d) Long-term loans and advances 6 1,945,400.00 1,948,282.00
(e) Other non-current assets
2 Current assets
(a) Current investments
(b) Inventories 7 4,621,075.00 8,055,550.00
(c) Trade receivables
(d) Cash and cash equivalents 8 187,408.00 354,540.00
(e) Short-term loans and advances
(f) Other current assets
4,808,483.00 8,410,090.00
TOTAL 6,779,790.00 10,384,279.00
See accompanying notes forming part of the
financial statements
15
In terms of our report attached -
For,ASHVIN K YAGNIK & CO. For & on behalf of the Board of Directors
CHARTERED ACCOUNTANTS 1. Mr. P. R. Shah (Chairman & Mg. Director)
FRN-100710W
2. Mr. B. R. Shah (Director)
(BHAVAN M. TRIVEDI)
3. Mr. H. P. Shah (Director)
Partner (M No. – 043482)
Date : 28/05/2016
Place : Ahmedabad
Date : 28/05/2016
Place : Ahmedabad
BRIDGE SECURITIES LIMITED ANNUAL REPORT 2015-16
--------------------------------------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------
WE BRIDGE THE GAP P a g e | 62
Statement of Profit and Loss for the year ended 31 March, 2016
Particulars Note
No. For the year ended
31 March, 2016
For the year ended
31 March, 2015
Rs. Rs.
A CONTINUING OPERATIONS
1 Revenue from operations (gross) 9 6,972,747.00 5,326,572.00
Less: Excise duty - -
Revenue from operations (net) 6,972,747.00 5,326,572.00
2 Other income 10 134,713.00 118,821.00
3 Total revenue (1+2) 7,107,460.00 5,445,393.00
4 Expenses
(a) Cost of materials consumed
(b) Purchases of stock-in-trade 11 4,856,415.00 9,108,710.00
(c) Changes in inventories of finished goods, work-in-progress and stock-in-trade 12 3,434,475.00 -3,490,280.00
(d) Employee benefits expense
(e) Finance costs
13 - -
(f) Depreciation and amortization expense
(g) Other expenses 14 496,059.00 340,508.00
Total expenses 8,786,949.00 5,958,938.00
5 Profit / (Loss) before exceptional and extraordinary items and tax (3 - 4) -1,679,489.00 -513,545.00
6 Exceptional items
7 Profit / (Loss) before extraordinary items and tax (5 + 6) -1,679,489.00 -513,545.00
8 Extraordinary items
9 Profit / (Loss) before tax (7 + 8) -1,679,489.00 -513,545.00
10 Tax expense:
(a) Current tax expense for current year
(b) (Less): MAT credit (where applicable)
(c) Current tax expense relating to prior years
(d) Net current tax expense
(e) Deferred tax -1,560.00 -1,760.00
11 Profit / (Loss) from continuing operations (9 +10) -1,681,049.00 -515,305.00
12 Profit / (Loss) for the year (11 + 13) -1,681,049.00 -515,305.00
13.i Earnings per share (of ` 10/- each):
(a) Basic
(i) Continuing operations -0.50 -0.15
(ii) Total operations -0.50 -0.15
(b) Diluted
(i) Continuing operations -0.50 -0.15
(ii) Total operations -0.50 -0.15
13.ii Earnings per share (excluding extraordinary items) (of ` 10/- each):
(a) Basic
(i) Continuing operations -0.50 -0.15
(ii) Total operations -0.50 -0.15
(b) Diluted
(i) Continuing operations -0.50 -0.15
(ii) Total operations -0.50 -0.15
See accompanying notes forming part of the financial statements
In terms of our report attached -
For, ASHVIN K YAGNIK & CO.
For & on behalf of the Board of Directors
CHARTERED ACCOUNTANTS
1. Mr. P. R. Shah (Chairman & Mg. Director)
FRN-100710W
2. Mr. B. R. Shah (Director)
(BHAVAN M. TRIVEDI)
PARTNER (M. No. – 043482)
Date : 28/05/2016
Place : Ahmedabad
3. Mr. H. P. Shah (Director)
Date : 28/05/2016
Place : Ahmedabad
BRIDGE SECURITIES LIMITED ANNUAL REPORT 2015-16
--------------------------------------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------
WE BRIDGE THE GAP P a g e | 63
Notes forming part of the financial statements-
NOTE 1 SHARE CAPITAL
Particulars As at 31 March, 2016 As at 31 March, 2015
Number of
shares Rs.
Number of
shares Rs.
(a) Authorised 11,000,000.00 110,000,000.00 11,000,000.00 110,000,000.00
Equity shares of ` 10/- each with voting rights
(b) Issued 3,361,300.00 336,130,000.00 3,361,300.00 336,130,000.00
Equity shares of ` 10/- each with voting rights
(c) Subscribed and fully paid up 3,361,300.00 33,613,000.00 3,361,300.00 33,613,000.00
Equity shares of ` 10/- each with voting rights
Total 3,361,300.00 33,613,000.00 3,361,300.00 33,613,000.00
Notes:
(i) Reconciliation of the number of shares and amount outstanding at the beginning and at the end of the reporting
period:
Particulars Opening
Balance
Fresh
issue
Bonus ESOP Conversion Buy
back
Other
changes
Closing
Balance
Equity shares with
voting rights
Year ended 31 March,
2016
- Number of shares 3361300 - - - - - - 3361300
- Amount (Rs.) 33613000 - - - - - - 33613000
Year ended 31 March,
2015
- Number of shares 3361300 - - - - - - 3361300
- Amount (Rs.) 33613000 - - - - - - 33613000
(iv) Details of shares held by each shareholder holding more than 5% shares:
Class of shares / Name of shareholder As at 31 March, 2016 As at 31 March, 2015
Number of
shares
held
% holding in that
class of shares
Number of
shares held
% holding in that
class of shares
Equity shares with voting rights
Shareholder 1(Pragnesh Shah) 946451 28.16 946451 28.16
Shareholder 2 (Vishal Shah) 443700 13.20 443700 13.20
BRIDGE SECURITIES LIMITED ANNUAL REPORT 2015-16
--------------------------------------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------
WE BRIDGE THE GAP P a g e | 64
NOTE 2 RESERVES & SURPLUS
Particulars As at 31 March, 2016 As at 31 March, 2015
Rs. Rs.
(a) Capital reserve
(b) Capital redemption reserve
(c) Securities premium account
(d) Debenture redemption reserve
(e) Revaluation reserve
(f) Share options outstanding account
(g) General reserve 1,295,950.00 1,295,950.00
Opening balance
Add: Transferred from surplus in Statement of Profit and Loss
Less: Utilised / transferred during the year for:
Issuing bonus shares
Others (give details)
Closing balance 1,295,950.00 1,295,950.00
(h) Foreign currency translation reserve
(i) Hedging reserve
(j) Other reserves (specify the nature and purpose of each reserve)
(k) Surplus / (Deficit) in Statement of Profit and Loss
Opening balance (26,566,651.00) (25,945,281.00)
Add: Depreciation W/o (Schedule-II, Companies Act, 2013 - (106,065.00)
Add: Profit / (Loss) for the year (1,681,049.00) (515,305.00)
Closing balance (28,247,700.00) (26,566,651.00)
-
Total
(26,951,750.00)
(25,270,701.00)
INTENTIONALLY LEFT BLANK
BRIDGE SECURITIES LIMITED ANNUAL REPORT 2015-16
--------------------------------------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------
WE BRIDGE THE GAP P a g e | 65
NOTE 3 DEFERRED TAX LIABILITY
Particulars As at 31
March,
2016
As at 31
March,
2015
Rs. Rs.
Deferred tax (liability) / asset
116,980.00
162,650.00
Tax effect of items constituting deferred tax liability
On difference between book balance and tax balance of fixed assets
1,560.00
1,760.00
On expenditure deferred in the books but allowable for tax purposes
On items included in Reserves and surplus pending amortisation into the Statement of Profit and Loss
Others
Tax effect of items constituting deferred tax liability
Tax effect of items constituting deferred tax assets
Provision for compensated absences, gratuity and other employee benefits
Provision for doubtful debts / advances
Disallowances under Section 40(a)(i), 43B of the Income Tax Act, 1961
On difference between book balance and tax balance of fixed assets
Unabsorbed depreciation carried forward
Brought forward business losses
On items included in Reserves and surplus pending amortisation into the Statement of Profit and Loss
Others(Schedule-II to the Companies Act, 2013 - -47430.00
Tax effect of items constituting deferred tax assets
Net deferred tax (liability) / asset
118,540.00
116,980.00
The Company has recognised deferred tax asset on unabsorbed depreciation to the extent of the corresponding deferred tax liability
on the difference between the book balance and the written down value of fixed assets under Income Tax (or) The Company has
recognised deferred tax asset on unabsorbed depreciation and brought forward business losses based on the Management's estimates
of future profits considering the non-cancellable customer orders received by the Company.
INTENTIONALLY LEFT BLANK
BRIDGE SECURITIES LIMITED ANNUAL REPORT 2015-16
--------------------------------------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------
WE BRIDGE THE GAP P a g e | 66
NOTE 5 FIXED ASSETS - TANGIBLE ASSETS
GROSS BLOCK DEPRECIATION NET BLOCK
Particulars As on Addition Del As on As on Addition As on As on As on
01.04.2015 31.03.2016 01.04.2015 31.03.2016 31.03.2015 31.03.2016
Office
Equipments 353631.00 0 0 353631.00 335949.00 0.00 335949.00 17682.00 17682.00
Offce
Furniture 336156.00 0 0 336156.00 336155.00 0.00 336155.00 1.00 1.00
Computers 164480.00 0 0 164480.00 156256.00 0.00 156256.00 8224.00 8224.00
Total 854267.00 0 854267.00 828360.00 0.00 828360.00 25907.00 25907.00
Note: As per the provisions of Schedule - II to the Companies Act, 2013 the Depreciation is to be calculated on useful life of the assets. Accordingly
as per the Schedule -II as referred above useful life for Office Equipments and Computer is taken as 5 years. Since the company is using the said
assets for more than FIVE years as on 1st April, 2014 and the remaining useful life of Office Equipments and Computers is NIL as on 01/04/2014
the carrying value of such assets is recognized in the opening balance of the retained earnings after retaining the residual value (net of its tax effect)
in the Annual Account for the Financial year 2014-15. No depreciation charge is provided to Profit & Loss account for FY 2014-15 in view of provisions
of the Schedule - II to the Companies Act 2013.The residual value of assets is shown as net block of tangible fixed assets.
NOTE 4 OTHER CURRENT LIABILITIES
Particulars As at 31
March, 2016
As at 31
March, 2015
Rs. Rs.
(a) Current maturities of long-term debt (Refer Note (i) below)
(b) Current maturities of finance lease obligations (Refer Note 30.8.c)
(c) Interest accrued but not due on borrowings
(d) Interest accrued and due on borrowings
(e) Income received in advance (Unearned revenue)
(f) Unpaid dividends
(g) Application money received for allotment of securities and due for refund
and interest accrued thereon
(h) Unpaid matured deposits and interest accrued thereon
(i) Unpaid matured debentures and interest accrued thereon
(j) Other payables
(i) Statutory remittances (Contributions to PF and ESIC, Withholding Taxes,
Excise Duty, VAT, Service Tax, etc.)
(ii) Payables on purchase of fixed assets
(iii) Contractually reimbursable expenses
(iv) Interest accrued on trade payables
(v) Interest accrued on others
(vi) Trade / security deposits received
(vii) Advances from customers - 1,925,000.00
(viii) Others (specify nature) - -
Total -
1,925,000.00
BRIDGE SECURITIES LIMITED ANNUAL REPORT 2015-16
--------------------------------------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------
WE BRIDGE THE GAP P a g e | 67
NOTE 6 LONG TERM LOANS & ADVANCES
Particulars As at 31 March,
2016
As at 31 March,
2015
Rs. Rs.
(a) Capital advances
Secured, considered good
Unsecured, considered good
Doubtful
Less: Provision for doubtful advances
(b) Security deposits
Secured, considered good
Unsecured, considered good
Doubtful
Less: Provision for doubtful deposits
(c) Loans and advances to related parties (give details @)
(Refer Note 30.7)
Secured, considered good
Unsecured, considered good
Doubtful
Less: Provision for doubtful loans and advances
(d) Loans and advances to employees
Secured, considered good
Unsecured, considered good
Doubtful
Less: Provision for doubtful loans and advances
(e) Prepaid expenses - Unsecured, considered good (For e.g. Insurance
premium, Annual maintenance contracts, etc.)
(f) Advance income tax net of provisions (As at 31 March, 2015) -
Unsecured, considered good
95,400.00
98,282.00
(g) MAT credit entitlement - Unsecured, considered good
(h) Balances with government authorities
Unsecured, considered good
(i) CENVAT credit receivable
(ii) VAT credit receivable
(iii) Service Tax credit receivable
(i) Other loans and advances (specify nature)
Secured, considered good 0.00 0.00
Unsecured, considered good
Doubtful 1,850,000.00 1,850,000.00
Less: Provision for other doubtful loans and advances
Total 1,945,400.00 1,948,282.00
BRIDGE SECURITIES LIMITED ANNUAL REPORT 2015-16
--------------------------------------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------
WE BRIDGE THE GAP P a g e | 68
NOTE 7 INVENTORIES (AT LOWER OF COST AND NET REALISABLE VALUE)
Particulars As at 31 March, 2016 As at 31 March, 2015
Rs. Rs.
(a) Raw materials
Goods-in-transit
(b) Work-in-progress
Goods-in-transit
(c) Finished goods (other than those acquired for trading)
Goods-in-transit
(d) Stock-in-trade (acquired for trading) 4,621,075.00 8,055,550.00
Goods-in-transit
(e) Stores and spares
Goods-in-transit
(f) Loose tools
Goods-in-transit
(g) Others (Specify nature)
Goods-in-transit
Total 4,621,075.00 8,055,550.00
NOTE 8 CASH & CASH EQUIVALENTS
Particulars As at 31 March,2016 As at 31 March,2015
Rs. Rs.
(a) Cash on hand 123,164.00 157,914.00
(b) Cheques, drafts on hand
(c) Balances with banks
(i) In current accounts 64,244.00 196,626.00
(ii) In EEFC accounts
(iii) In deposit accounts
(iv) In earmarked accounts
- Unpaid dividend accounts
- Unpaid matured deposits
- Unpaid matured debentures
- Share application money received for allotment of securities and due for refund
- Balances held as margin money or security against borrowings, guarantees and
other commitments
- Other earmarked accounts (specify)
(d) Others (specify nature)
Total 187,408.00 354,540.00
Of the above, the balances that meet the definition of Cash and cash equivalents as per AS
3 Cash Flow Statements is Same
NOTE 9 REVENUE FROM OPERATIONS
Particulars For the year ended
31 March, 2016
For the year ended
31 March, 2015
Rs. Rs.
(a) Sale of products 6,972,747.00 5,326,572.00
(b) Sale of services
(c) Other operating revenues - -
Less:
(d) Excise duty
Total 6,972,747.00 5,326,572.00
BRIDGE SECURITIES LIMITED ANNUAL REPORT 2015-16
--------------------------------------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------
WE BRIDGE THE GAP P a g e | 69
NOTE 10 OTHER INCOME
Particulars For the year ended
31 March, 2016
For the year
ended 31 March,
2015
Rs. Rs.
(a) Interest income(Refer Note i) 1,770.00 28,821.00
(b) Dividend income:
from current investments
subsidiaries
joint ventures
associates
Others
from long-term investments 132,943.00 90,000.00
subsidiaries
joint ventures
associates
others
(c) Net gain on sale of:
current investments
long-term investments
(d) Adjustments to the carrying amount of investments - reversal
of reduction in the carrying amount of:
current investments
long-term investments
(e) Net gain on foreign currency transactions and translation
(other than considered as finance cost)
(f) Other non-operating income (net of expenses directly
attributable to such income)
- -
Total 134,713.00 118,821.00
(i) Interest income comprises:
Interest from banks on:
deposits 1,770.00 28,821.00
other balances
Interest on loans and advances
Interest on overdue trade receivables
Interest income from current investments
subsidiaries
joint ventures
associates
others
Interest income from long term investments
subsidiaries
joint ventures
associates
others
Interest on income tax refund
Other interest
Total - Interest income 1,770.00 28,821.00
BRIDGE SECURITIES LIMITED ANNUAL REPORT 2015-16
--------------------------------------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------
WE BRIDGE THE GAP P a g e | 70
NOTE 11 PURCHASE OF TRADED GOODS
Particulars For the year ended 31
March, 2016
For the year ended
31 March, 2015
Rs. Rs.
Traded Goods - Shares
4,856,415.00
9,108,710.00
Total
4,856,415.00
9,108,710.00
NOTE 12 CHANGES IN INVENTORIES OF FINISHED GOODS,
WORK-IN-PROGRESS AND STOCK-IN-TRADE
Particulars
For the year ended 31
March, 2016
For the year ended 31
March, 2015
Rs. Rs.
Inventories at the end of the year:
Stock-in-trade
4,621,075.00
8055550.00
4,621,075.00
8055550.00
Inventories at the beginning of the year:
Stock-in-trade
8,055,550.00
4565270.00
8,055,550.00
4565270.00
Net (increase) / decrease
3,434,475.00
-3490280.00
NOTE 13 EMPLOYEE BENEFIT EXPENSE
Particulars For the year ended
31 March, 2016
For the year ended
31 March, 2015
Rs. Rs.
Salaries and wages - -
Contributions to provident and other funds
Expense on employee stock option (ESOP) scheme
Staff welfare expenses
Total - -
BRIDGE SECURITIES LIMITED ANNUAL REPORT 2015-16
--------------------------------------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------
WE BRIDGE THE GAP P a g e | 71
NOTE 14 OTHER EXPENSES
Particulars For the year
ended 31
March, 2016
For the year
ended 31
March, 2015
Rs. Rs.
Consumption of stores and spare parts
Consumption of loose tools
Consumption of packing materials
Increase / (decrease) of excise duty on inventory
Subcontracting
Power and fuel - -
Water
Rent including lease rentals
Repairs and maintenance - Buildings
Repairs and maintenance - Machinery
Repairs and maintenance - Others - -
Insurance
Rates and taxes - 25,998.00
Communication - -
Travelling and conveyance - -
Printing and stationery 51,980.00 -
Freight and forwarding
Sales commission
Sales discount
Business promotion 47,611.00 23,190.00
Donations and contributions
Legal and professional 52,600.00 70,868.00
Payments to auditors
Bad trade and other receivables, loans and advances written off
Net loss on foreign currency transactions and translation (other than
considered as finance cost)
Amortisation of share issue expenses and discount on shares
Loss on fixed assets sold / scrapped / written off
Provision for impairment of fixed assets and intangibles (net)
Net loss on sale of investments
from current investments
from long-term investments
Provision for losses (diminution in value of investments) in subsidiary
companies (net)
Adjustments to the carrying amount of investments (other than subsidiaries)
(net) - reduction in the carrying amount of
current investments
long-term investments
Provision for doubtful trade and other receivables, loans and advances (net)
Provision for estimated loss on derivatives (net)
Provision for warranty
Provision for estimated losses on onerous contracts
Provision for contingencies
Prior period items
Miscellaneous expenses 343,868.00 220,451.83
Total 496,059.00 340,507.83
BRIDGE SECURITIES LIMITED ANNUAL REPORT 2015-16
--------------------------------------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------
WE BRIDGE THE GAP P a g e | 72
NOTE 15 NOTES ON ACCOUNTS
1. SIGNIFICANT ACCOUNTING POLICIES:
(A) Basis of Accounting: The accounts have been prepared on historical cost concept basis of
accounting the company adopts the accrual system of accounting.
(B) Revenue Recognition: All the income is accounted for on accrual basis.
(C) Expenses: All the expenses including interest and finance charges are provided on accrual
basis.
(D) Fixed Assets: All the fixed assets are valued at cost less depreciation.
(E) Depreciation: Depreciation is provided as per the Schedule II of the Companies Act 2013.
As per the provisions of Schedule-II to the Companies Act, 2013 the depreciation is to be
calculated on useful life of the assets. Accordingly as per the provisions the useful life of the
assets of the company have already exceeded as stipulated, residual value is remaining in
books. No depreciation is charged to Profit & Loss account of current year in view of above.
(F) Stock In trade (Closing Stock): Stock in trade is valued at market prices.
(G) Preliminary Expenses: Preliminary expenses are being amortized over a period of ten years.
2. Outstanding balance of Debtors, Creditors, Banks are subject to reconciliation and Confirmation.
3. Provision for Gratuity is not made.
4. Income Tax Expense Comprise Current Tax (i.e. amount of tax for the year determined in
accordance with the Income Tax Law) and differed tax change or credit reflecting the tax effects
of trimming difference between profit offered for income taxes and the profit as per financial
Statements . The differed tax liabilities or assets are measured using the tax rates and tax laws
that have been enacted or substantively enacted by the balance sheet date.
5. As stipulated is AS-28, the Company assessed potential generation of Economic benefits from its
business units and is of the view that assets employed in continuing businesses are capable of
generating adequate returns over their useful lives in the usual course of business, there is no
indication to the contrary and accordingly the management is of the view that no impairment
provision is called for in these accounts.
For,ASHVIN K YAGNIK & CO. For & on behalf of the Board of Directors
CHARTERED ACCOUNTANTS 1. Mr. P. R. Shah (Chairman & Mg. Director)
FRN-100710W 2. Mr. B. R. Shah (Director)
3. Mr. H. P. Shah (Director)
(BHAVAN M. TRIVEDI)
PARTNER (M.No.-043482)
Date: 28/05/2016 Date: 28/05/2016
Place: Ahmedabad Place: Ahmedabad.
BRIDGE SECURITIES LIMITED ANNUAL REPORT 2015-16
--------------------------------------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------
WE BRIDGE THE GAP P a g e | 73
BALANCE SHEET ABSTRACT & COMPANY'S GENERAL BUSINESS PROFILE
AS PER SCHEDULE VI, PART (IV) OF THE COMPANIES ACT, 1956.
I REGISTRATION DETAILS:
Registration No. : 23772 State Code: 04
Balance Sheet : 31 03 2016 Date Month Year
II CAPITAL RAISED DURING THE YEAR:
(Rs. in Thousands) Public Issue Right Issue
Nil Nil
Bonus Issue Private Placement
Nil Nil
III POSITION OF MOBILISATION AND DEPLOYMENT OF FUNDS: (Rs. in Thousands)
Total Liabilities Total Assets 33731.54 33731.54
SOURCE OF FUNDS:
Paid up Capital Reserve & Surplus 33613.00 1295.95
Secured Loans Unsecured Loans
00.00 00.00 APPLICATION OF FUNDS:
Net Fixed Assets Investments 25.91 --
Net Current Assets Misc. Exps. 67538.83 0.00
Accumulated Losses
28247.70 IV PERFORMANCE OF THE COMPANY:
(Rs. in Thousands) Total Income Total Expenditure
7107.46 8786.95
Profit/ (Loss) before Tax Profit/ (Loss) after Tax
(1679.48) (1681.05)
V Earning Per Share: Rs.-0.50 Dividend Rate: 0.00%
VI GENERIC NAMES OF PRODUCTS OF THE COMPANY: ----------------------------------------
Item Code No. Nil
(I T C Code No.) Product Description Item Code No.
Securities Trading Nil Stock broking Nil
Leasing Nil
BRIDGE SECURITIES LIMITED ANNUAL REPORT 2015-16
--------------------------------------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------
WE BRIDGE THE GAP P a g e | 74
CASH FLOW STATEMENT FOR THE YEAR ENDED 31ST MARCH, 2016
PURSUANT TO CLAUSE 32 OF THE LISTING AGREEMENT.
Particulars
31st March,
2016
31st March,
2015
Rs. Rs.
A. CASH FLOW FROM OPERATION ACTIVITIES :
Net Profit/(Loss) Before Tax and Extra-ordinary Items -1679489.00 -513545.00
Adjustment for :
Depreciation 0.00 0.00
Preliminary Exps. W/o. 0.00 0.00
Interest Expenses 0.00 0.00
Interest Received -1770.00 -28821.00
Operating Profit before Working Capital Changes -1681259.00 -542366.00
Adjusted for :
Trade And Other Receivables 2882.00 -2882.00
Inventories 3434475.00 -3490280.00
Trade and Other Payable -1925000.00 1925000.00
Cash generated from operation -168902.00 -2110528.00
Interest Paid 0.00 0.00
Interest Received 1770.00 28821.00
Cash Flow before Extra Ordinary Items -167132.00 -2081707.00
Extra Ordinary Items (Provisions of Expenses W/o.) 0.00 0.00
Net Cash used in Investing Activities -167132.00 -2081707.00
B. CASH FLOW FROM INVESTING ACTIVITIES :
Increase in Fixed Assets 0.00 0.00
Increase in Preliminary Exps. 0.00 0.00
Purchase of Investments 0.00 0.00
Net Cash used in Investing Activities -167132.00 -2081707.00
C. CASH FLOW FROM FINANCING ACTIVITIES :
Working Capital from Banks 0.00 0.00
Proceeds from Issue of Share Capital 0.00 0.00
Share Application Money Refund 0.00 0.00
Proceeds from Long Term Borrowing 0.00 0.00
Proceeds from Short Term Borrowing 0.00 0.00
Net Cash used in Financing Activities 0.00 0.00
Net cash used in cash and cash equivalents -167132.00 -2081707.00
Cash & Cash Equivalents ( Opening Balance ) 354540.00 2436247.00
Cash & Cash Equivalents ( Closing Balance ) 187408.00 354540.00
For Ashvin K Yagnik & Co. For & on behalf of the Board
Chartered Accountants
(Bhavan M Trivedi)
Partner (M.No.-043482) (Mr. P. R. Shah) FRN-100710W Chairman & Mg. Director
BRIDGE SECURITIES LIMITED ANNUAL REPORT 2015-16
--------------------------------------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------
WE BRIDGE THE GAP P a g e | 75
Form No. MGT-11 Proxy form
[Pursuant to section 105(6) of the Companies Act, 2013 and rule 19(3) of the Companies
(Management and Administration) Rules, 2014]
Name of the Member(s)
Registered Address
E-mail Id Folio No /Client ID DP ID
I/We, being the member(s) of ____________shares of the above named company. Hereby appoint
Name : E-mail Id:
Address:
Signature , or failing him
Name : E-mail Id:
Address:
Signature , or failing him
Name : E-mail Id:
Address:
Signature , or failing him
as my/ our proxy to attend and vote (on a poll) for me/us and on my/our behalf at the 21st Annual
General Meeting of the company, to be held on the 24th day of September, 2016 at 04:30 p.m. at
RADHE UPVAN, NR. RUTURAJ FOUNDATION CLUB, HATHIJAN, MEHMEDABAD ROAD; AHMEDABAD and at
any adjournment thereof in respect of such resolutions as are indicated below:-
Resolution No
Sl.
No.
Resolution(S) Vote
For Against
1. Adoption of statement of Profit & Loss, Balance Sheet, report of
Director’s and Auditor’s for the financial year 31st March, 2016
2. To appoint a Director in place of Shri Pragnesh Ratilal Shah (DIN:
00144888) who retires by rotation and being eligible, offers himself for
reappointment
3. Re-appointment of M/s. ASHWIN K. YAGNIK & CO, Chartered
Accountants as Statutory Auditors & fixing their remuneration
4. To appoint Shri Hemant Pravinchandra Shah (DIN: 02040564) as
an independent Director for a period of five years
5. To appoint Smt. Jayshreeben H Shah (DIN: 02275343) as an
independent Director for a period of five years
6. Change of place of keeping and inspection of register and index of
members, returns, etc.
Signed this
Signature of Shareholder Signature of Proxy holder Signature of the shareholder
-across Revenue Stamp
Note:
1) This form of proxy in order to be effective should be duly completed and deposited at the Registered
Office of the Company not less than 48 hours before the commencement of the Meeting.
2) The proxy need not be a member of the company
Affix
Revenue
Stamps
BRIDGE SECURITIES LIMITED ANNUAL REPORT 2015-16
--------------------------------------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------
WE BRIDGE THE GAP P a g e | 76
ATTENDANCE SLIP (To be handed over at the entrance of the meeting hall)
21st Annual General Meeting on 24th Day of September, 2016
Full name of the members attending
______________________________________________________________________
(In block capitals)
Ledger Folio No/Client ID No _____________No. of shares held: ___________________
Name of Proxy _____________________________________
(To be filled in, if the proxy attends instead of the member)
I hereby record my presence at the 21st Annual General Meeting of the Bridge Securities
Limited at RADHE UPVAN, NR. RUTURAJ FOUNDATION CLUB, HATHIJAN, MEHMEDABAD
ROAD; AHMEDABAD, on 24th day of September, 2016
(Member’s /Proxy’s Signature)
Note:
1) Members are requested to bring their copies of the Annual Report to the meeting,
since further copies will not be available.
2) The Proxy, to be effective should be deposited at the Registered Office of the
Company not less than FORTY EIGHT HOURS before the commencement of the meeting.
3) A Proxy need not be a member of the Company.
4) In the case of joint holders, the vote of the senior who tenders a vote, whether in
person or by Proxy, shall be accepted to the exclusion of the vote of the other joint
holders. Seniority shall be determined by the order in which the names stand in the
Register of Members.
5) The submission by a member of this form of proxy will not preclude such member
from attending in person and voting at the meeting.
BO
OK
PO
ST
TO
,
If u
ndeliv
ere
d p
lease r
etu
rn t
o :
Bri
dg
e S
ecu
riti
es L
imit
ed
17,
Suhasnagar
Socie
ty,
Near
Din
esh H
all,
Ashra
m R
oad,
Ahm
edabad-3
80 0
09.
top related