| Dear Members,
The Directors have pleasure in presenting their 11T Annual Report
together with the Audited Financial Statements of the Company for the
Year ended March 31, 2015.
Amount in Rs.
Particulars March 31, 2015 March 31,2014
Revenue from Operations 20,751.830 18.468.359
Other Income 174.990 206.254
Total Income 20,926,820 18,674,613
Profit before depreciation Interest & 192,175 521,700
taxation
Less: Depreciation 112,905 12,132
Less: Finance Cost - 71.918
Less: Provision for taxation 45,000 193,220
Deffered Tax [21,011) 4,348
Profit after taxation 55,281 240,082
Balance carried to Balance sheet 55.281 240,082
GENERAL RESERVE
Your Company did not transfer any amount to General Reserve this year.
OPERATING REVIEW:
Gross Revenue increased to Rs 20,751,830/- a growth of 12.37% against
Rs. 18,468,359/- in the previous year. Profit before taxation stood at
Rs. 79,270/- against Rs, 437,650/- in the previous year. The net profit
of the Company for the year under review was placed at Rs 55,281/- as
against Rs, 240,082/- in the previous year.
DIVIDEND
Your Company's director feel that it is prudent to plough back the
profits for future growth of the Company and hence do not recommend any
dividend for the year ended 31st March, 2015,
SHARE CAPITAL
The paid up equity capital as on March 31, 2015 was Rs.172, 765,000/-
[Rupees Seventeen Crore Twenty Seven Lacs Sixty Five Thousand Only).
There was no change in share capital during the year under review.
CHANGES IN THE NATURE OF BUSINESS
There has been no change in the nature of business of your company,
There have been no material changes and commitments have occurred
between the end of the financial year and date of report .
FINANCE
Cash and cash equivalents stood as on March 31,2015 was Rs.
5,362,401/-.
DEPOSITS
Your Company has not accepted any deposits within the meaning of
Section 73 of the Companies Act, 2013 and the Companies (Acceptance of
Deposits) Rules, 2014.
PARTICULARS OF LOANS GUARANTEES OF INVESTMENTS
The Company has given loans and has made investments. However the
Company is in compliance with the provisions of section 186 of the
Companies Act, 2013.
INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY
Your Company has an Internal Control System, commensurate with the
size, scale and complexity of its operations. The scope of work
includes review of process 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.
CORPORATE SOCIAL RESPONSIBILITY CSR INITIATIVES
In pursuance of the provision of Section 135 of the Companies Act,
2013, the CSR provisions are not applicable to your Company.
CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION
The particulars of conservation of energy and technology absorption as
required under Section 134(3)(m) of the Companies Act, 2013, read with
the Companies (Accounts) Rules, 2014 are not applicable to your
Company.
FOREIGN EXCHANGE EARNINGS AND OUT-GO
During the period under review there was an outgo of Rs 60984/- for the
purposes of business.
APPOINTMENT/CESSATION OF DIRECTORS
a) APPOINTMENT
a) Ms. Neha Mehrotra has been appointed as an Additional Independent
Director w.e.f. 31st March, 2015;
b) Mr. Amit Bansal has been appointed as Additional Independent
Director of the Company w. e. f. 22nd July, 2014.
c) Mr. Amit Bansal has been appointed as Chief Financial Officer of the
Company w.e.f February 21, 2015
The Board now recommends the appointment of Ms. Neha Mehrotra as
Independent Director under section 149 of the Companies Act, 2013 and
clause 49 of the listing agreement in the ensuing A.G.M. to hold office
for 5 (Five) consecutive years i.e. for a term up to the conclusion of
16th Annual General Meeting of the company to be held in 2020.
In accordance with the provisions of the Act and the Articles of
Association of the Company, Mr Punit Sureka, Director of the Company,
retire by rotation at the ensuing AGM and being eligible, offers
himself for re-appointmenL
b) CESSATION
Mr. Prasanta Nath, resigned from the Board of Directors with effect
from 25th July, 2014 and
Mr Arnit Bansal resigned with effect from 21st February, 2015.
The Board hereby places on record its sincerest thanks and gratitude
for the invaluable contribution made by Mr. Prasanta Nath and Mr. Arnit
Bansal towards the growth and development of the company during their
tenure as a director.
c) DECLARATION BY INDEPENDENT DIRECTORS^
All Independent Directors have given declarations that they meet the
criteria of independence as laid down under section 149(6) of the
Companies Act, 2013 and clause 49 of the Listing Agreement.
d) FORMAL ANNUAL EVALUATION
Pursuant to the provisions of the Companies Act, 2013 the Board has
carried out the annual performance evaluation of its own performance,
the Directors individually including the Chairman of the Board as well
as the evaluation of the Committees of the Board. A structured
questionnaire was prepared after taking into consideration inputs
received from the Directors. The performance evaluation of the
Independent Directors was also carried out by the entire Board.
The results of the evaluation done by Independent Directors were
reported to the Chairman of the Board. It was reported that the
performance evaluation of the Board, Committee etc. was satisfactory.
The Directors expressed their satisfaction with the evaluation process.
e) MEETINGS
During the financial year 31st March, 2015, Ten Board Meetings were
held and four Audit Committee Meetings were convened and held. The
intervening gap between the Meetings was within the period prescribed
under the Companies Act, 2013 i.e. not more than 120 days from the
previous meeting.
f) INDEPENDENT DIRECTORS' MEETING
During the year under review, the Independent Directors met on March
21, 2015, inter alia, to discuss:
1. Evaluation of the performance of Non Independent Directors and the
Board of Directors as a whole;
2. Evaluation of the performance of Chairman of the Company, taking
into account the views of the Executive and Non Executive Directors.
3. Evaluation of the quality, content and timelines of flow of
information between the Management and the Board that is necessary for
the Board to effectively and reasonably perform its duties.
All the Independent Directors were present at the Meeting.
DIRECTORS RESPONSIBILITY STATEMENT
In terms of Section 134 (5) of the Companies Act, 2013, the directors
would like to state that:
i] In the preparation of the annual accounts, the applicable accounting
standards have been followed.
ii) The directors have selected such accounting policies and applied
them consistently and made judgments and estimates that were reasonable
and prudent so as to give a true and fair view of the state of affairs
of the Company at the end of the financial year and of the profit or
loss of the Company for the year under review.
iii) The directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of this Act for safeguarding the assets of the Company and
for preventing and detecting fraud and other irregularities.
iv) The directors have prepared the annual accounts on a going concern
basis.
v] The directors had laid down internal financial controls to be
followed by the company and that such internal financial controls are
adequate and were operating effectively.
vi] The directors had devised proper system to ensure compliance with
the provisions of all applicable laws and that such system were
adequate and operating effectively.
RELATED PARTY TRANSACTIONS
There are no related party transactions made by the company with
Promoters, Key Managerial Personnel or other designated persons which
may have potential conflict with interest of the company.
SUBSIDIARY COMPANIES
Your Company does not have any subsidiary during the Financial Year
ended 2014-15.
CONSOLIDATED FINANCIAL STATEMENTS
Since your Company does not have any subsidiary, therefore, there is no
need to make Consolidated Financial Statements.
VIGIL MECHANISM/WHISTLE BLOWER POLICY
Your Company has a vigil mechanism named Fraud and Risk Management
(FRM) Policy to deal with instance of fraud and mismanagement, if any.
Your Company has a Fraud Risk and Management Policy to deal with
instances of fraud and mismanagement, if any. The FRM Policy ensures
that strict confidentiality is maintained whilst dealing with concerns
and also that no discrimination will be meted out to any person for a
genuinely raised concern.
A high level Committee has been constituted which looks into the
complaints raised. The Committee reports to the Audit Committee and the
Board.
PREVENTION OF INSIDER TRADING
Your Company has adopted a Code of Conduct for Prevention of Insider
Trading with a view to regulate trading in securities by the Directors
and designated employees of the Company. The Code requires pre-clearance
for dealing in the Company's shares and .the purchase or sale of Company
shares by the Directors and the designated employees while in possession
of unpublished price sensitive information in relation to the Company
and during the period when the Trading Window is dosed. The Board is
responsible for implementation of the Code.
All Board of Directors and the designated employees have confirmed
compliance with the Code.
AUDITORS REPORT/SECRFTARIAL AUDIT REPORT
The observation made in the Auditors' Report read together with
relevant notes thereon are self explanatory and hence, do not call for
any further comments under Section 134 of the Companies Act, 2013.
As required under section 204 (1) of the Companies Act, 2013 the
Company has obtained a secretarial audit report from M/s. S. A &
Associates, Practicing Company Secretaries. Certain observations made
in the report with regard to non filing of some forms were mainly due
to ambiguity and uncertainty of the applicability of the same for the
relevant period. However, the company would ensure in future that all
the provisions are complied with the fullest extent.
AUDITORS
M/s. Surana Singh Rathi & Co, Chartered Accountants, (FRN: 317119E)
were appointed as Statutory Auditors of the in the 10th ACM of the
Company which was held on 30th September, 2014 and are eligible to
continue as Statutory Auditors of the Company subject to ratification
by members at the forthcoming Annual General Meeting at remuneration to
be decided by the members. They have furnished a certificate,
confirming that if reappointed, their re-appointment will be in
accordance with Section 139 read with Section 141 of the Companies Act,
2013. The members are requested to consider ratification of their
continuity of appointment as Auditors of the Company and authorise the
Board of Directors to fix their remuneration.
SECRETARIAL AUDIT
The Board had appointed M/s S. A & Associates, Practicing Company
Secretaries, to carry out secretarial audit Pursuant to provision of
Section 204 of the Companies Act, 2013 and The Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014. The Secretarial
Audit report is annexed herewith as "Annexure A"
EXTRACT OF ANNUAL RETURN
The details forming part of the extract of the Annual Return in form
MGT-9 is annexed herewith as "Annexure B".
BUSINESS RISK MANAGEMENT
Pursuant to section 134(3)(n) of the Companies Act, 2013 & Clause 49 of
the listing agreement, the company has constituted a business risk
management committee. At present the company has not identified any
element of risk which may threaten the existence of the company.
PARTICULARS OF EMPLOYEES
The information required pursuant to Section 197 read with Rule, 5 of
The Companies (Appointment and Remuneration of Managerial Personnel)
Rules, 2014 in respect of employees of the Company, will be provided
upon request. In terms of Section 136 of the Act, the Report and
Accounts are being sent to the Members and others entitled thereto,
excluding the information on employees' particulars which is available
for inspection by the Members at the Registered Office of the Company
during business hours on working days of the Company up to the date of
the ensuing Annual General Meeting. If any Member is interested in
obtaining a copy thereof, such Member may write to the Company
Secretary in this regard and the same will be furnished on request.
Particulars of employees pursant to section 134 3 q of the companies
Act. 2013 read with rule 5 2 of the companies (Appoinment and
remuneration of Managerial Personnel) Rules 2014
a) None of the employees was employed throughout the financial year,
who was in receipt of remuneration exceeding Rs. 6,000,000/- per annum
or more. Therefore, Rule 5{2)(i) of the captioned Rules is not
applicable.
b) None of the employees was employed throughout the financial year,
who was in receipt of remuneration exceeding Rs. 500,000/- per month.
Therefore, Rule 5(2)(ii) of the captioned Rules is not applicable.
c) No employee is a relative of any director or Key Managerial
personnel of the Company. Therefore, Rule 5(2) (iii) of the captioned
Rules is not applicable to any employee.
CORPORATE GOVERNANCE AND MANAGEMENT DISUSSION AND ANALYSIS REPORTS
The Company has complied with the corporate governance requirements as
stipulated under clause 49 of the listing agreement. A separate section
on corporate governance under the listing agreement, along with a
certificate from the auditor confirming the compliance, is annexed and
forms part of this Annual report.
AUDIT COMMITTEE
The Audit Committee consists an optimum mix of Independent and
Non-Independent Directors. All members of the Audit Committee are
financially literate and they have accounting or related financial
management expertise The primary purpose of the Audit Committee is to
assist the Board of Directors (the "Board") of Bronze Infra-Tech
Limited, (the "Company") in fulfilling its oversight responsibilities
with respect to (a) the accounting and financial reporting processes of
the Company, including the integrity of the audited financial results
and other financial information provided by the Company to its
stockholders, the public, any stock exchange and others, (b) the
Company's compliances with legal and regulatory requirements, (c) the
Company's independent auditors' qualification and independence, (d) the
audit of the Company's Financial statements, and the performance of the
Company's internal audit function and its Independent Auditors.
The composition of the Audit Committee is given below:
Sr. No. Name Designation Category
1 Niraj Jewrajka Chairman Independent/Non
Executive
2 Punit Sureka Member Non Independent/Non
Executive/ Promoter
3 Goutam Gupta Member Non
Independent/Executive
4. Amit Bansal* Member Independent/Non
Executive
5. Prasanta NathA Member Independent/Non
Executive
Sr. No. Name No. of No. of
Meeting Meeting
held attended
1 Niraj Jewrajka 5 5
2 Punit Sureka 5 5
3 Goutam Gupta 5 5
4. Amit Bansal* 5 3
5. Prasanta NathA 5 1
* Mr. Amit Bansa), resigned from the Board w.e.f February 21, 2015.
* Mr. Prasanta Nath, resigned from the Board w.e.f July 25, 2014.
NOMINATION AND REMUNERATION COMMITTE NRC
Your Company has constituted the NRC pursuant to the provisions of
Section 178 of the Companies Act, 2013. The functions of this Committee
include identification of persons who are qualified to become directors
and who may be appointed, formulation of criteria for determining
qualifications, positive attributes, independence, recommendations of
their appointments to the Board, evaluation of every director's
performance, and formulation of Remuneration Policy to include
recommendation of remuneration for directors, key managerial personnel.
The composition of Nomination & Remuneration Committee is given below:
SI. No. Name Designation Category
1. Niraj Jewrajka Chairman Independent/Non Executive
2. Punit Sureka Member Non Independent/Non Executive/
Promoter
3. Goutam Gupta Member Non Independent/Executive
4. Amit Bansal* Member Independent/Non Executive
5. Prasanta^ Member Independent/Non Executive
*Mr. Amit Bansal, resigned from the Board w.e.f February 21, 2015.
* Mr. Prasanta Nath, resigned from the Board w.e.f July 25, 2014.
SHAREHOLDERS/ INVESTORS GRIEVANCE COMMITTE SGC
The Shareholders Investors Grievance Committee consists of 3 directors.
The Committee is in charge of looking after grievances of Investors and
Shareholders, The detail of the Committee is as follows:
The Composition of Shareholder and Investor Grievances' Committee is as
follows:
SI. No. Name Designation Category
1. Niraj Jewrajka Chairman Independent/Non Executive
2. Punit Sureka Member Non independent/ Non Executive/
Promoter
3. Goutam Gupta Member Non Independent/Executive
4. Prasanta Nath^ Member Jndependent/Non Executive
^Mr. Prasanta Nath, resigned from the Board w.e.f July 25, 2014,
MIGRATION FROM BSE SME EXCHANGE TO BSE MAIN BOARD
Your Company had made an application to BSE Main Board in order to
migrate from BSE SME Exchange. The Application was then approved by BSE
Limited and the Scrip (Code 534731) was shifted to Main Board of BSE
Limited w,e.f February 16,2015.
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
(1EPF).
ACKNOWLEDGEMENTS
Your Directors express their deep sense of gratitude to the banks and
shareholders for their co-operation and support and look forward to
their continued support in future.
We very warmly thank to our all employees for their contribution to
your company's performance. We applaud them for their support levels of
competence, dedication and commitment to your company.
For and on behalf of the Board of Directors
Sd/-
Place: Kolkata Goutam Gupta
August 24,2015 Chairman & Managing Director
DIN:06740979
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