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BridgeSecurities Limited

21st

ANNUAL REPORT - 2015-2016

BRIDGE SECURITIES LIMITED ANNUAL REPORT 2015-16

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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 : [email protected]

REGISTERED OFFICE

17, Suhasnagar Society,

Near Dinesh Hall, Ashram Road,

Ahmedabad – 380 009

Tele/Fax – 079 – 26578808

Email – [email protected]

CIN – L67120GJ1994PLC023772

Website – www.bridgesecurities.in


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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”


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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


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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.


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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


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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”


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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


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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 [email protected].


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· 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 [email protected] 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 [email protected].

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


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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 [email protected]. 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

[email protected].

Contact Details

Company


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 : [email protected]

E-Voting Agency Central Depository Services (India)

Limited E-mail: [email protected]

Phone: 18002005533

Scrutinizer CS Amrish N Gandhi and/or CS Samsad Alam Khan

Practising Company Secretary Phone No.: 079-40323014

Email :[email protected]


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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


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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.


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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


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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


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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


--------------------------------------------------------------------------------------------------------------------------

--------------------------------------------------------------------------------------------


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.


--------------------------------------------------------------------------------------------------------------------------

--------------------------------------------------------------------------------------------


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.


--------------------------------------------------------------------------------------------------------------------------

--------------------------------------------------------------------------------------------


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


--------------------------------------------------------------------------------------------------------------------------

--------------------------------------------------------------------------------------------


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.


--------------------------------------------------------------------------------------------------------------------------

--------------------------------------------------------------------------------------------


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.


--------------------------------------------------------------------------------------------------------------------------

--------------------------------------------------------------------------------------------


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.


--------------------------------------------------------------------------------------------------------------------------

--------------------------------------------------------------------------------------------


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.


--------------------------------------------------------------------------------------------------------------------------

--------------------------------------------------------------------------------------------


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,


CIN:

L67120GJ1994PLC023772

BY ORDER OF THE BOARD OF DIRECTORS FOR, BRIDGE SECURITIES LTD.

PRAGNESH R SHAH

Place:- AHMEDABAD Date: 28/05/2016


DIN:-00144888


--------------------------------------------------------------------------------------------------------------------------

--------------------------------------------------------------------------------------------


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:[email protected]

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


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--------------------------------------------------------------------------------------------


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

- - - - - - - - -


--------------------------------------------------------------------------------------------------------------------------

--------------------------------------------------------------------------------------------


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


--------------------------------------------------------------------------------------------------------------------------

--------------------------------------------------------------------------------------------


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


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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


--------------------------------------------------------------------------------------------------------------------------

--------------------------------------------------------------------------------------------


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


--------------------------------------------------------------------------------------------------------------------------

--------------------------------------------------------------------------------------------


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


--------------------------------------------------------------------------------------------------------------------------

--------------------------------------------------------------------------------------------


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 ---- ---- --- ---- ----


--------------------------------------------------------------------------------------------------------------------------

--------------------------------------------------------------------------------------------


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


--------------------------------------------------------------------------------------------------------------------------

--------------------------------------------------------------------------------------------


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%


--------------------------------------------------------------------------------------------------------------------------

--------------------------------------------------------------------------------------------


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


--------------------------------------------------------------------------------------------------------------------------

--------------------------------------------------------------------------------------------


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.


--------------------------------------------------------------------------------------------------------------------------

--------------------------------------------------------------------------------------------


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.


--------------------------------------------------------------------------------------------------------------------------

--------------------------------------------------------------------------------------------


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


4

Dashrathlal P Thakkar

Member Non-Executive (Independent Director)

4


--------------------------------------------------------------------------------------------------------------------------

--------------------------------------------------------------------------------------------


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


1

Hemant

Pravinchandra Shah

Member Non-Executive


1


--------------------------------------------------------------------------------------------------------------------------

--------------------------------------------------------------------------------------------


Jayshreeben H Shah Member Non-Executive


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.


--------------------------------------------------------------------------------------------------------------------------

--------------------------------------------------------------------------------------------


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


--------------------------------------------------------------------------------------------------------------------------

--------------------------------------------------------------------------------------------


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


--------------------------------------------------------------------------------------------------------------------------

--------------------------------------------------------------------------------------------


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


--------------------------------------------------------------------------------------------------------------------------

--------------------------------------------------------------------------------------------


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.


--------------------------------------------------------------------------------------------------------------------------

--------------------------------------------------------------------------------------------


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: [email protected]

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


--------------------------------------------------------------------------------------------------------------------------

--------------------------------------------------------------------------------------------


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,


CIN:

L67120GJ1994PLC023772

BY ORDER OF THE BOARD OF DIRECTORS

FOR, BRIDGE SECURITIES LTD.

PRAGNESH SHAH

Place:- AHMEDABAD Date: 28/05/2016


DIN:-00144888


--------------------------------------------------------------------------------------------------------------------------

--------------------------------------------------------------------------------------------


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


--------------------------------------------------------------------------------------------------------------------------

--------------------------------------------------------------------------------------------


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


--------------------------------------------------------------------------------------------------------------------------

--------------------------------------------------------------------------------------------


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,


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;


--------------------------------------------------------------------------------------------------------------------------

--------------------------------------------------------------------------------------------


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.


--------------------------------------------------------------------------------------------------------------------------

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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.


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‘ANNEXURE A TO SECRETARIAL AUDIT REPORT’

To,

The Members,


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


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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)


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INDEPENDENT AUDITOR’S REPORT

To The Members,


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


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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:


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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


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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, .


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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.


(FRN - 100710W)

Bhavan M. Trivedi

Place : Ahmedabad Partner(M.No.- 043482)

Date : 28/05/2016


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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.


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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.


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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.


(FRN - 100710W)

Bhavan M. Trivedi

Place : Ahmedabad Partner(M.No.- 043482)

Date : 28/05/2016


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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


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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



13.ii Earnings per share (excluding extraordinary items) (of ` 10/- each):

(a) Basic



(b) Diluted



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


Date : 28/05/2016

Place : Ahmedabad


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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


(c) Subscribed and fully paid up 3,361,300.00 33,613,000.00 3,361,300.00 33,613,000.00


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


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NOTE 2 RESERVES & SURPLUS


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


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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


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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


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--------------------------------------------------------------------------------------------


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



Doubtful

Less: Provision for doubtful deposits

(c) Loans and advances to related parties (give details @)

(Refer Note 30.7)



Doubtful

Less: Provision for doubtful loans and advances

(d) Loans and advances to employees



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) -


95,400.00

98,282.00

(g) MAT credit entitlement - Unsecured, considered good

(h) Balances with government authorities


(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


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


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NOTE 7 INVENTORIES (AT LOWER OF COST AND NET REALISABLE VALUE)


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


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--------------------------------------------------------------------------------------------


NOTE 10 OTHER INCOME


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


(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


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--------------------------------------------------------------------------------------------


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


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 - -


--------------------------------------------------------------------------------------------------------------------------

--------------------------------------------------------------------------------------------


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


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


--------------------------------------------------------------------------------------------------------------------------

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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)


(BHAVAN M. TRIVEDI)

PARTNER (M.No.-043482)

Date: 28/05/2016 Date: 28/05/2016

Place: Ahmedabad Place: Ahmedabad.


--------------------------------------------------------------------------------------------------------------------------

--------------------------------------------------------------------------------------------


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


--------------------------------------------------------------------------------------------------------------------------

--------------------------------------------------------------------------------------------


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


(Bhavan M Trivedi)

Partner (M.No.-043482) (Mr. P. R. Shah) FRN-100710W Chairman & Mg. Director


--------------------------------------------------------------------------------------------------------------------------

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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:


Name : E-mail Id:

Address:


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


--------------------------------------------------------------------------------------------------------------------------

--------------------------------------------------------------------------------------------


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.

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