Your Directors take pleasure in presenting the 30th Annual Report on the business and operations of the Company and theAudited Financial Statement of the Company for the Financial Year ended 31st March, 2025.
1. FINANCIAL SUMMARY OR HIGHLIGHTS/PERFORMANCE OF THE COMPANYfStandalone)
The performance of the Company for the Financial Year ended 31st March, 2025 is summarized below:
Particulars
F.Y 2024-2025
F.Y 2023-2024
(In Lakhs)
Gross Income
2410.41
902.24
Expense
2228.30
853.19
Finance Charges
NIL
Profit before depreciation and tax
182.41
50.41
Provision for Depreciation
0.30
1.36
Net Profit Before Tax
182.11
49.05
Tax Expense:
i. CurrentTax
45.79
9.69
ii. Adjustment for previousyear
iii. DeferredTax
(0.16)
0.07
Net Profit After Tax
135.15
39.43
2. BRIEF DESCRIPTION OF THE COMPANY’S WORKING DURING THE YEAR/STATE OF COMPANY'S AFFAIR
The Company continues to be engaged in the business of dealing and investing in shares and other securities alongwith financial services like spot financing, short term financial accommodation, long term financial accommodation,and in another similar financial sector. For F.Y. 2023-2024, the Company earned revenue of Rs. 902.24 (in Lakhs)and For F.Y. 2024-2025, the Company earned revenue of 2410.41 (in Lakhs)
3. CHANGE IN THE NATURE OF BUSINESS. IFANY
During the year under review the Company has not changed the nature of business.
4. DIVIDEND
On account of the liquidity needs against the business expansion plans in hand, no dividend is recommended forthe current year.
5. BONUS SHARE
During the financial year 2024-25, the company has not recommended the Bonus Shares.
6. RESERVES
The Amount of Rs. 27.03 Lakhs is transferred to Statutory Reserve Fund under section 45 -IC of RBI Act, 1934.
7. CHANGE OF NAME
During the year under review the Company has not changed the name of Company.
8. SHARE CAPITAL
As on 31st March, 2025, the issued, subscribed and paid up share capital of our Company stood at Rs.34,03,51,600 (RsThirty-Four Crore Three Lacs Fifty-One Thousand & Six Hundred) comprising 3,40,35,160 (Three Crore Forty Lacs Thirty-Five Thousand One Hundred Sixty) Equity Shares of Rs. 10 each. During the year under review there has been no changein the issued, subscribed and paid up share capital of the company.
Issue of Equity Shares with Differential Rights
During the year under review, the Company has not issued shares with differential voting rights.
Issue of Sweat Equity Share
During the year under review, the Company has not granted sweat equity shares.
9. DIRECTORS AND KEY MANAGERIAL PERSONNEL
Your Company’s Board has an optimum combination of Executive, Non-Executive and Independent Directors. TheComposition of the Board and the Independent Directors of the Company meet the criteria mandated by SEBI (Listing &Disclosure Requirement) Regulations, 2015 and the Companies Act, 2013.
Mr. Bhisham Kumar Gupta is liable to retire by rotation at the forth coming Annual General Meeting and being eligible, offerhimself for reappointment.
The Company has received necessary declarations from each of the Independent Directors under section 149(7) of theCompanies Act, 2013 that he/she meets the criteria of the independence as laid down in section 149(6) of the CompaniesAct, 2013 and Regulation 16(1) of SEBI (Listing Obligations and Disclosure Requirements) Regulations,2015.
10. PARTICULARS OF EMPLOYEES
The Company during the period under review did not have any person on its rolls with an annual remuneration ofRs. 1,02,00,000 or above or employed part of the year with a remuneration of Rs.8,50,000 or above per month or employedthroughout the year or part thereof, with a remuneration in that year which, in the aggregate, or as the case may be, at arate which, in the aggregate, is in excess of that drawn by the managing director or whole time director or manger andholds by himself or along with his spouse and dependent children, not less than two percent of the equity shares of thecompany.
11. POLICY ON DIRECTOR S APPOINTMENT AND REMUNERATION
The Board has constituted a Nomination & Remuneration Committee for formulating the criteria for determiningqualifications, positive attributes and independence of a director, identify persons who are qualified to become Directorand persons who may be appointed in Key Managerial and Senior Management positions in accordance with the criterialaid down in Nomination & Remuneration policy and to recommend to the Board, appointment and removal of Director,KMP and Senior Management Personnel. The objective of the Nomination & Remuneration Policy is also to set out theprinciples governing the Company’s Remuneration systems in organizational guidelines. The Nomination andRemuneration Policy of the Company is stated in the Corporate Governance Report.
12. BOARD EVALUATION
The Company has adopted a Performance Evaluation Policy for evaluation of performance of Independent Directors,Board, Committees and other individual Directors (non-executive directors and executive directors) On the basis of thisPolicy a process of evaluation is being followed by the Board for evaluation of its own performance and that of itsCommittees and individual Directors.
The performance of the committees was evaluated by the Board after getting an evaluation report from the members ofeach committee which evaluates the performance of the Committee against its stated objectives and responsibilities,effectiveness of committee meetings, etc. during the year. The Manner in which the evaluation has been carried out hasbeen explained in the Corporate Governance Report.
13. DIRECTOR’S RESPONSIBILITY STATEMENT
Pursuant to the requirement clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013, the Directors statethat—
(a) In the preparation of the annual accounts, the applicable accounting standards had been followed along with properexplanation relating to material departures, ifany;
(b) Accounting policies have been selected and applied them consistently and judgments and estimates made arereasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the closeof the financial year and of the profit and loss of the company for that period;
(c) Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance withthe provisions of this Act, 2013, for safeguarding the assets of the company and for preventing and detecting fraudand other irregularities;
(d) The annual accounts have been prepared on a going concern basis;
(e) Internal financial controls have been laid down to be followed by the company and that such internal financial controlsare adequate and were operating effectively.
(f) Proper systems have been devised to ensure compliance with the provisions of all applicable laws and that suchsystems were adequate and operating effectively.
14. AUDITORS AND AUDITOR’ SREPORT
Statutory Auditors
In line with the requirements of Companies Act, 2013 the provisions of Sections 139, 142 and other applicableprovisions, if any, of the Companies Act, 2013, and the Companies (Audit and Auditors) Rules, 2014 (including anystatutory modification(s) or re-enactment thereof, for the time being in force), M/s. G.C. Agarwal & Associates ,Chartered Accountants, Firm Registration No.01785IN, be and is hereby appointed as the Statutory Auditors of theCompany to hold office till the conclusion of Annual General Meeting of the Company to be held in the year 2028, atsuch remuneration as may be mutually agreed between the Board of Directors of the Company and the StatutoryAuditors."
Cost Auditors
Since the Company does not fulfill the provisions of Section 148(3) of Companies Act, 2013 and rule 6(2) & 6(3A) of theCompanies (Cost Records and Audit) Rules, 2014 therefore Cost Audit is not applicable.
Secretarial Auditor
In terms of Section 204 of the Act and Rules made there under, Mr. Ankur Sharma Practicing Company Secretary havebeen appointed Secretarial Auditors of the Company. The report of the Secretarial Auditors is enclosed as Annexure IIIto this report. The report is self-explanatory and do not call for any further comments.
Internal Audit and Control
The Company engages qualified and independent Internal Auditor to conduct internal audit of the books of accounts ofthe company. During the year, the Company continued to implement their suggestions and recommendations to improvethe 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 inall areas. Internal Auditors findings are discussed with the process owners and suitable corrective actions taken as perthe directions of Audit Committee on an ongoing basis to improve efficiency in operations
15. DETAILS OF SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANIES
During the year under review the Company has no Subsidiary/Joint Ventures/Associate Companies in pursuance to sub¬section (3) of section 129 of the Act.
16. CORPORATE SOCIAL RESPONSIBILITY (CSR)
Since the Company does not fulfill the provisions of Section 135 of Companies Act, 2013, therefore Corporate SocialResponsibility is not applicable.
17. INTERNAL FINANCIAL CONTROLS
The Company has in place adequate internal financial controls with reference to financial statements. During the year,such controls were tested and no reportable material weaknesses in the design or operation were observed.
18. MEETINGS
A calendar of Meetings is prepared and circulated in advance to the Directors. During the year seven Meetings and fourAudit Committee Meetings, Nomination & Remuneration Committee Meetings and Stake holder Committee Meetingswere convened and held. The details of which are given in the Corporate Governance Report. The intervening gapbetween the Meetings was within the period prescribed under the Companies Act,2013.
19. PARTICULARS OF LOANS. GUARANTEES OR INVESTMENTS UNDER SECTION186
The Company has not taken/made any Loans, Guarantees and Investments under the provisions of Section 186 of theCompanies Act, 2013 during the financial year ended 31stMarch, 2025.
20. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
The company has not entered into contract or arrangements with related parties referred to in sub-section (1) of section188 of the Companies Act, 2013 including certain arm’s length transactions during the Financial Year ended 31st March,2025.
21. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS ANDOUTGO
The current nature of the business of the Company of dealing in shares and securities does not entail it to reportingmatters on energy conservation, technology absorption and the other matters. However, there was no foreign exchangeinflow or outgo during the period under report.
22. VIGIL MECHANISM/ WHISTLE BLOWER POLICY
The Vigil Mechanism/Whistle Blower Policy of the Company aims to provide an avenue for directors and employees toraise concerns of any violations of legal or regulatory requirements, incorrect or misrepresentation of any financialstatements and reports, unethical behavior, violation of Code of Conduct, etc. This policy also aims to create anenvironment where individuals feel free and secure to raise the alarm where they see a problem. It also ensures thatwhistle blowers are protected from retribution, whether within or outside the organization. The Vigil Mechanism Policyhas been uploaded on the website of the Company at www.bampslsecurities.co.in under Vigil Mechanism/Whistle BlowerPolicy link.
23. RISK MANAGEMENT POLICY
During the year under review, the Company has not constituted any risk management policy.
24. EXTRACT OF ANNUAL RETURN
As required pursuant to section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies (Management andAdministration) Rules, 2014, an extract of annual return in MGT-9 as a part of this Annual Report is enclosed asANNEXURE I.
25. DISCLOSURES
Your Directors state that no disclosure or reporting is required in respect of the following items as there were notransactions on these items during the year under review:
1. Issue of equity shares with differential rights as to dividend, voting or otherwise.
2. Issue of shares (including sweat equity shares) to employees of the Company under any scheme.
3. Neither the Managing Director nor the Whole-time Directors of the Company receive any remuneration orcommission from any of its related company.
4. NosignificantormaterialorderswerepassedbytheRegulatorsorCourtsorTribunalswhichimpactthegoing concernstatus and Company’s operations in future.
26. MATERIALCHANGESANDCOMMITMENTS.IFANY.AFFECTINGTHEFINANCIALPOSITIONOFTHECOMPANYWHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH THEFINANCIAL STATEMENTS RELATE AND THE DATE OF THEREPORT
The Disclosure regarding the litigation of the company has explained by the Auditor in his Independent Auditor’s Reportat point 7(b).
27. DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THEFINANCIAL STATEMENTS
The internal financial controls with reference to the Financial Statement are commensurate with the size and nature ofbusiness of the Company. Adequate records and documents are maintained as required by laws. The Company’s AuditCommittee reviewed the internal control system. All efforts are being made to make the internal control systems moreeffective.
28. DEPOSITS
During the period under review, your Company has not accepted any deposit from public in accordance with Section 73of the Companies Act, 2013 and rules made there under and hence no amount of principal or interest was outstandingas on 31/03/2025. No buy Back of shares was proposed or pending during the financial year ended on31/03/2025.
29. CORPORATE GOVERNANCECERTIFICATE
The Compliance certificate from the auditors or practicing company secretaries regarding compliance of conditions ofcorporate governance as stipulated in Regulation 72 of the SEBI (Listing Obligations And Disclosure Requirements)Regulations, 2015 shall be annexed with the report.
30. MANAGEMENT DISCUSSION ANDANALYSIS
The Management Discussion and Analysis forms part of this Annual Report for the year ended 31 st March, 2025.
31. HUMAN RESOURCES
Your Company treats its "human resources" as one of its most important assets.
Your Company continuously invests in attraction, retention and development of talent on an ongoing basis. A number ofprograms that provide focused people attention are currently under way. Your Company thrust is on the promotion oftalent internally through job rotation and job enlargement.
32. TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND
Pursuant to the provisions of the Investor Education Protection Fund (Uploading of information regarding unpaid andunclaimed amounts lying with companies) Rules, 2012, the Company has already filed the necessary form and uploadedthe details of unpaid and unclaimed amounts lying with the Company, with the Ministry of Corporate Affairs.
33. LISTING WITH STOCKEXCHANGE
The shares of your Company are listed atBpjnbay Stock Exchange Limited, Mumbai and paid the Annual Listing Fees toBombay Stock Exchange (BSE) on time.
34. NUMBER OF COMPLAINTS RECEIVED AND DISPOSED OFF DURING THE YEAR AS PER THE SEXUALHARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT.2013
During the year under review the company has not received any complaint as per the Sexual Harassment of Women atWorkplace (Prevention, Prohibition and Redressal) Act, 2013.
35. SECRETARIAL STANDARDS
The directors state that the applicable secretarial standards, i.e. SS-1 and SS-2 relating to “Meetings of Board of Directorsand General Meetings”, respectively have been duly followed by the Company,
36. ACKNOWLEDGEMENTS
Your Directors place on record their sincere appreciation for significant contribution made by the employees through theirdedication, hard work and commitment. Despite severe competition, the enthusiasm and unstinting efforts of theemployees have enabled the Company to remain at the forefront of the industry.
Your Directors take this opportunity to express their deep sense of gratitude to the banks, financial institutions, centraland state governments and their departments and the local authorities for their continued guidance and support.
Your Directors are also grateful to the shareholders for their confidence and faith reposed in the Company.
BY ORDER OF THE BOARDFor Bampsl Securities Limited
Sd/- Sd /
Bhisham Kumar Gupta Sanjay Sharma
(Managing Director) (Director)
DIN:00110915 DIN : 07342776
Place: New DelhiDate: 25.08.2025