To the Members,
The Directors have pleasure in presenting the 39th Boards'
Report of the Company together with the Audited Statements of Accounts (Standalone and
Consolidated) for the year ended 31st March, 2025.
1. FINANCIAL SUMMARY/HIGHLIGHTS:
The performance during the period ended 31st March, 2025 has been as
under:
(Rs. In Lakhs)
| Particulars |
Standalone |
Consolidated |
|
2023-24 |
2024-25 |
2023-24 |
2024-25 |
| Revenue from operations |
4,633.50 |
4,760.80 |
4,732.13 |
4,782.31 |
| Other income |
948.78 |
1,029.22 |
966.08 |
1,031.80 |
| Profit/loss before Depreciation, Finance
Costs, |
1,505.64 |
1,468.64 |
1,559.53 |
1417.6 |
| Exceptional items and Tax Expense |
- |
- |
- |
- |
| Less: Depreciation/ Amortisation/ Impairment |
39.57 |
62.97 |
39.76 |
65.42 |
| Profit /loss before Finance Costs,
Exceptional i tems and Tax Expense |
1,466.07 |
1,405.67 |
1,519.78 |
1352.18 |
| Less: Finance Costs |
104.36 |
85.99 |
104.70 |
85.99 |
| Profit /loss before Exceptional items and Tax
Expense |
1,361.71 |
1,319.68 |
1,415.08 |
1,266.19 |
| Add/(less): Exceptional items |
- |
- |
- |
- |
| Profit /loss before Tax Expense |
1,361.71 |
1,319.68 |
1,415.08 |
1,266.19 |
| Less: Tax Expense (Current & Deferred) |
347.05 |
351.80 |
361.66 |
327.48 |
| Profit /loss for the year (1) |
1,014.66 |
967.88 |
1,053.42 |
938.71 |
| Other comprehensive income (2) |
-15.52 |
-70.11 |
-15.52 |
-99.67 |
| Total (1+2) |
999.14 |
897.77 |
1,037.90 |
839.04 |
2. REVIEW OF OPERATIONS:
On consolidated basis, the total revenue of the Company for the
financial year 2024-25 was Rs. 5,814.11 Lakhs as against Rs. 5,698.21 lakhs for the
previous financial year. The Company recorded a net profit of Rs. 938.71 Lakhs for the
financial year 2024-25 as against the net profit after tax of Rs. 1,053.42 lakhs for the
previous year.
On Standalone basis, the total revenue of the Company for the financial
year 2024-25 was Rs. 5,790.02 lakhs as against Rs. 967.88 Lakhs for the previous financial
year. The Company recorded a net profit of Rs. 967.88 Lakhs for the financial year 2024-25
as against the net profit after tax of Rs. 1,014.66 lakhs for the previous year.
During the period under review and the date of Board's Report there was
no change in the nature of Business.
3. DIVIDEND
The Directors are pleased to recommend a Dividend of 10% i.e., 0.50
Paisa per equity share on the Paid-up Equity Share Capital of the Company for the
financial year 2024-25. The total outgo on account of dividend, stands at Rs.
2,07,50,000/- for which necessary provision has been made in the accounts.
Pursuant to Finance Act 2020, dividend income will be taxable in the
hands of shareholders w.e.f. April 1,2020 and the Company is required to deduct tax at
source from dividend paid to shareholders at the prescribed rates. For the prescribed
rates for various categories, the shareholders are requested to refer to the Finance Act,
2020 and amendments thereof. The shareholders are requested to update their KYC
requirements with the Company/ KFin Technologies Limited (in case of shares held in
physical mode) and Depositories (in case of shares held in demat mode).
In case the Dividend payable to any shareholder exceeds Rs. 5,000/- a
tax of 10% will be deducted at source from the gross dividend. A Resident individual
shareholder with PAN and who is not liable to pay income tax can submit a yearly
declaration in Form No. 15G/15H, to avail the benefit of non-deduction of tax at source by
email to sabita@bnrsecurities.com by 11:59 p.m. IST on 31.07.2025. Shareholders are
requested to note that in case their PAN is not registered, the tax will be deducted at a
higher rate of 20%.
Non-resident shareholders can avail beneficial rates under tax treaty
between India and their country of residence, subject to providing necessary documents
i.e. No Permanent Establishment and Beneficial Ownership Declaration, Tax Residency
Certificate, Form 10F, any other document which may be required to avail the tax treaty
benefits by sending an email to sabita@bnrsecurities.com . The aforesaid declarations and
documents need to be submitted by the shareholders by 11:59 p.m. IST on 31.07.2025.
4. BUSINESS UPDATE AND STATE OF COMPANY'S
AFFAIRS:
The information on Company's affairs and related aspects is provided
under Management Discussion and Analysis report, which has been prepared, inter-alia, in
compliance with Regulation 34 of SEBI (Listing Obligations and Disclosure Requirements)
regulations, 2015 and forms part of this Report.
5. RESERVES:
Pursuant to provisions of Section 134 (3) (j) of the Companies Act,
2013, the company has not transferred any amount to general reserves account of the
company during the year under review.
The Closing balance of reserves, including retained earnings, of the
Company as at March 31st 2025 is Rs. 4,624.44 Lakhs.
6. CHANGE IN THE NATURE OF BUSINESS, IF ANY:
During the period under review and up to the date of Board's Report
there was no change in the nature of Business.
7. MATERIAL CHANGES AND COMMITMENTS:
There were no material changes and commitments affecting financial
position of the Company between 31st March 2025 and the date of Board's Report.
(i.e., 13.05.2025).
8. REVISION OF FINANCIAL STATEMENTS
There was no revision of the financial statements for the year under
review.
9. MAINTENANCE OF COST AUDIT:
Maintenance of cost records is not required for the company pursuant to
sub-section (1) of section 148 of the Companies Act, 2013, such accounts and records are
not being maintained.
10. AUTHORISED AND PAID-UP CAPITAL OF THE COMPANY
AND CHANGES THEREON:
The Authorized Share Capital of the Company stands at Rs.
25,00,00,000/- (Rupees Twenty Five Crores only) divided into 5,00,00,000 (Five Crores
only) equity shares of face value Rs. 5/- (Rupees Five Only) each.
The Paid- Up Capital of the Company stands at Rs. 20,75,00,000/-
(Rupees Twenty Crores Seventy Five Lakhs only) divided into 4,15,00,000 (Four Crores
Fifteen Lakhs only ) equity shares of the face value of Rs. 5/- (Rupees Ten Only) each.
During the financial year 2024-25, the Company issued bonus shares in
the ratio of 1:1, i.e., one (1) fully paid-up equity share for every one (1) equity share
held, to the eligible shareholders by capitalizing its free reserves.
Further, the Company has also sub-divided the face value of its equity
shares from ?10/- (Rupees Ten only) each to ?5/- (Rupees Five only) each, in accordance
with the approval accorded by the shareholders.
Consequent to the above corporate actions, the paid-up share capital of
the Company has been appropriately adjusted, and the number of equity shares has increased
proportionately.
11. INVESTOR EDUCTION AND PROTECTION FUND (IEPF):
In terms of the provisions of the Companies Act, 2013 the Company is
obliged to transfer dividends which remain unpaid or unclaimed for a period of seven years
from the declaration to the credit of the Investor education and Protection Fund
established by the Central Government. Accordingly, the Members are hereby informed that
the 7 years period for payment of the dividend pertaining to financial year 2017-18,
declared and paid in Financial Year 2018-19 will expire on 08.08.2025 and thereafter the
amount standing to the credit in the said account will be transferred to the
“Investor Education and Protection Fund” of the Central Government.
The details of Dividend of earlier years remain unclaimed by the
shareholders as on 31.03.2025 are as given below:
Amt in Rs.
| During Financial Year |
Date of Declaration of Dividend |
Last date of claming dividend |
Unclaimed amount as on 31.03.2024 |
Due date for transfer to Investor
Education and Protection Fund (IEPF) |
| 2018-19 |
09.08.2018 |
08.08.2025 |
1,45,038.00 |
08.09.2025 |
| 2019-20 |
10.08.2019 |
09.08.2026 |
1,38,290.00 |
09.09.2026 |
| 2020-21 |
13.02.2020 |
12.02.2027 |
1,56,480.00 |
12.03.2027 |
| 2021-22 |
11.08.2021 |
10.08.2028 |
1,49,171.00 |
10.09.2028 |
| 2022-23 |
22.06.2022 |
21.06.2029 |
1,23,644.00 |
21.07.2029 |
| 2023-24 |
30.06.2023 |
29.06.2030 |
1,81,303.00 |
29.07.2030 |
| 2024-25 |
27.06.2024 |
16.06.2031 |
2,04,795.50 |
16.07.2031 |
Pursuant to provisions of Section 124 of Companies Act, 2013, the
unclaimed dividend before the last date above mentioned for the respective years, will be
transferred to Investor Education and Protection Fund (IEPF) established by Government of
India pursuant to Section 125 of the Companies Act, 2013.
The shareholders whose dividend is not yet claimed are requested to
write to the Company/ RTA at the earliest for payment of the same.
12. TRANSFER OF SHARES AND UNPAID/UNCLAIMED
AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND (IEPF):
Pursuant to provisions of the Companies Act, 2013 read with Investor
Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules,
2016, as amended from time to time, an amount of Rs. 26,83,97/- pertaining to unclaimed
dividend for the financial year 201617 has been transferred to IEPF during the year being
reported. Further, 11,743 shares in respect of which dividend has not been paid or claimed
for seven consecutive years have also been transferred to IEPF.
Before effecting transfer of shares to IEPF, Company has informed all
such members, whose shares were liable to be transferred to IEPF during financial year
2024-25 through letters and newspaper publication.
The details of dividend and shares transferred to IEPF, unclaimed
amounts and procedure for claiming the dividend and shares from IEPF Authority are
available on the website of the Company at the link: www.bnrsecurities.com and also on the
website of Investor Education and Protection Fund Authority i.e., www.iepf.gov.in.
The last date for claiming dividend declared during financial year
2018-19 is 08.08.2025. Members may forward their claims for unclaimed dividend to the
Company's RTA before they are due to be transferred to IEPF. No claim shall lie against
the Company in respect of the dividend/shares so transferred to IEPF.
13. DETAILS OF THE NODAL OFFICER
The Company has designated Ms. Sabitha Reddy as a Nodal Officer for the
purpose of IEPF.
14. RISK MANAGEMENT POLICY:
Your Company follows a comprehensive system of Risk Management. Your
Company has adopted a procedure for assessment and minimization of probable risks. It
ensures that all the risks are timely defined and mitigated in accordance with the
well-structured risk management process.
15. APPOINTMENT / RE-APPOINTMENT / RESIGNATION /
RETIREMENT OF DIRECTORS /CEO/ CFO AND KEY MANANGERIAL PERSONNEL
As on date of this report, the Company has 6 Directors, out of which
two are Independent including one women director and two are executive and two
non-executive Directors.
a) Appointment/Re-appointment/Resignation of Directors/KMP of the
Company
• Upon completion of tenure of Mrs. Shanti Sree Bolleni as
Independent Director of the Company, the office was vacated with effect from 11.02.2025.
The Board places on record its appreciation towards valuable
contribution made by her during their tenure as Directors of the Company.
• Mrs. Dhana Lakshmi Guntaka was appointed as an Independent
Director of the Company with effect from 11.02.2025.
In compliance with Sec. 134 of Companies Act, 2013 read with Rule 8
(5)(iii)(a) of Companies (Accounts) Rules, 2014 , the Board has found Mrs. Dhana Lakshmi
Guntaka, a qualified Chartered Account to be proficient enough to be on the Board of the
company and trust her integrity, expertise and experience as member of the Board would be
of value to the company.
b) Key Managerial Personnel:
Following signatories were Key Managerial Personnel for the financial
year 2024-25:
• Mr. Hari Narayan Rathi, Managing Director of the company.
• Mr. Chetan Rathi, Executive Director and CFO of the company.
• Mrs. Gadila Sabitha Reddy as Company Secretary and Compliance
Officer of the company.
c) Information u/r 36(3) of SEBI (LODR), Regulations, 2015:
Mr. Chetan Rathi retires by rotation and being eligible, offers himself
for re-appointment. A resolution seeking shareholders' approval for his re-appointment
along with other required details forms part of the Notice.
As required under regulation 36 (3) of the SEBI (LODR), Regulations,
2015, brief particulars of the Directors seeking appointment/re-appointment are given as
under: -
Name of the Director |
Mr. Chetan Rathi |
DIN |
00536441 |
Date of Birth |
08.03.1976 |
Date of first appointment |
01.04.2010 |
Board meetings attended during the year |
4 |
Brief Resume, Qualification and Experience |
Shri Chetan Rathi is Whole-time Director and
CFO of BNRSL He is a MBA - Finance graduate. He joined the Board of Directors of B.N.
Rathi Securities Ltd in the year 2010. |
|
Since the year 2010 in BNRSL, he is playing a
pivotal role for the growth of the company with his expertise in Marketing and Risk
Management. His potentiality in business development and administration led to the
constant growth of the company. |
|
From 2007 to 2010 worked with BNRSL in
various departments from Accounts, KYC, Backoffice, RMS, Dealing and marketing as Business
Head towards the development. |
|
In previous years 1999 - 2007 worked with BNR
Udyog Ltd and was instrumental in setting up and growing the business of Medical
Transcription. The set up was 2nd biggest in Hyderabad and had more than 150 employees
working there. |
|
Started his career with Piramal Group of
companies for one year ( 1998-1999) at Mumbai. He played an active role for the automation
of Securities Payin & Payout processes and systems of the Company. |
Expertise in specific functional area |
Decades of experience in securities,
insurance, and mutual fund and other financial instruments |
|
• Proficiency with financial planning
and business strategies. |
|
• Expertise in risk management |
|
Use metrics and data visualization
effectively to report business performance and support decisionmaking at organizational
level. |
Terms and conditions of appointment |
Liable to Retirement by rotation, Eligible
for reappointment. |
Remuneration drawn, if any |
Rs. 7,00,000/- per month |
Relationships between Directors inter se |
Shri Chetan Rathi, Executive Director is son
of Shri Hari Narayan Rathi, Managing Director |
Name of the Listed entities in which the
person also holds the directorship and the membership of the committees of the Board along
with the Listed entities from which the person has resigned in the past three years* |
NIL |
Other Directorships, Membership/
Chairmanship of Committees of other Boards |
NIL |
Number of shares held in the Company |
59,560 shares of the Company |
In case of independent directors, the
skills and capabilities required for the role and the manner in which the proposed person
meets such requirements.] |
Not Applicable |
16. DECLARATION FROM INDEPENDENT DIRECTORS ON
ANNUAL BASIS
The Company has received declarations from Mr. Lakshminarayana
Bolisetty and Mrs. Dhana Lakshmi Guntaka, Independent directors of the company to the
effect that they are meeting the criteria of independence as provided in Sub-section (6)
of Section 149 of the Companies Act, 2013 and under regulation 16(1)(b) read with
regulation 25 of SEBI (Listing Obligations and Disclosure Requirement) Regulations, 2015.
The Independent Directors have also confirmed that they have complied
with Company's Code of Conduct. In terms of Regulations 25(8) of the Listing Regulations,
the Independent Directors have confirmed that they are not aware of any circumstance or
situation, which exists or may be reasonably anticipated, that could impair or impact
their ability to discharge their duties with an objective independent judgement and
without any external influence.
During the year, Independent Directors of the Company had no pecuniary
relationship or transactions with the Company, other than sitting fees, commission and
reimbursement of expenses incurred by them for the purpose of attending meetings of the
Board of Directors and Committee(s).
17. BOARD MEETINGS:
The Board of Directors duly met Six (6) times during the year on
14.05.2024, 09.08.2024, 11.11.2024, 04.12.2024, 25.01.2025 and 11.02.2025 and in respect
of which meetings, proper notices were given and the proceedings were properly recorded
and signed in the Minutes Book maintained for the purpose.
18. BOARD EVALUATION:
The Board of Directors has carried out an annual evaluation of its own
performance, board committees, and individual directors pursuant to the provisions of the
Companies Act, 2013 and SEBI Listing Regulations.
The performance of the board was evaluated by the board after seeking
inputs from all the directors on the basis of criteria such as the board composition and
structure, effectiveness of board processes, information and functioning, etc.
The performance of the committees was evaluated by the board after
seeking inputs from the committee members on the basis of criteria such as the composition
of committees, effectiveness of committee meetings, etc.
The above criteria are based on the Guidance Note on Board Evaluation
issued by the Securities and Exchange Board of India on January 5, 2017.
Separate meeting of independent directors was conducted on 11.02.2025
to evaluate the performance of non-independent directors, the board as a whole and the
Chairman of the Company, taking into account the views of executive directors and
non-executive directors.
The Board reviewed the performance of individual directors on the basis
of criteria such as the contribution of the individual director to the board and committee
meetings like preparedness on the issues to be discussed, meaningful and constructive
contribution and inputs in meetings, etc.
Performance evaluation of independent directors was done by the entire
board, excluding the independent director being evaluated.
19. STATEMENT SHOWING THE NAMES OF THE TOP TEN EMPLOYEES IN TERMS OF
REMUNERATION DRAWN AND THE NAME OF EVERY EMPLOYEE AS PER RULE 5(2) & (3) OF THE
COMPANIES (APPOINTMENT & REMUNERATION) RULES, 2014:
A table containing the particulars in accordance with the provisions of
Section 197(12) of the Act, read with Rule 5(2) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 is appended as Annexure-1 to this
Report.
A statement showing the names of the top ten employees in terms of
remuneration drawn and the name of every employee is annexed to this Annual report as Annexure
2
During the year, NONE of the employees (excluding Executive Directors)
has drawn a remuneration of Rs.1,02,00,000/- and above per annum or Rs.8,50,000/- and
above in aggregate per month, the limits specified under the Section 197(12) of the
Companies Act,2013 read with Rules 5(2) and 5(3) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014.
20. DIRECTOR'S RESPONSIBILITY STATEMENT:
Pursuant to Section 134(5) of the Companies Act, 2013, the Board of
Directors, to the best of their knowledge and ability, confirm that:
a) In the preparation of the annual accounts, the applicable accounting
standards had been followed along with proper explanation relating to material departures;
b) The Directors had selected such accounting policies and applied them
consistently and made judgments and estimates that are reasonable and prudent so as to
give a true and fair view of the state of affairs of the company at the end of the
financial year and of the profit and loss of the company for that period;
c) The Directors had taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the provisions of this Act
for safeguarding the assets of the company and for preventing and detecting fraud and
other irregularities;
d) The Directors had prepared the annual accounts on a going concern
basis; and
e) The Directors had laid down internal financial controls to be
followed by the company and that such internal financial controls are adequate and were
operating effectively.
f) The Directors had devised proper systems to ensure compliance with
the provisions of all applicable laws and that such systems were adequate and operating
effectively.
21. DETAILS OF ADEQUACY OF INTERNAL FINANCIAL
CONTROLS:
Your Company has well established procedures for internal control
across its various locations, commensurate with its size and operations. The organization
is adequately staffed with qualified and experienced personnel for implementing and
monitoring the internal control environment.
The internal audit function is adequately resourced commensurate with
the operations of the Company and reports to the Audit Committee of the Board.
22. NO FRAUDS REPORTED BY STATUTORY AUDITORS
During the Financial Year 2024-25, the Auditors have not reported any
matter under section 143(12) of the Companies Act, 2013, therefore no detail is required
to be disclosed under section 134(3) (ca) of the Companies Act, 2013.
23. CEO/ CFO CERTIFICATION:
The Managing Director and Chief Financial Officer Certification on the
financial statements under Regulation 17 (8) of SEBI (Listing Obligations & Disclosure
Requirements), Regulations, 2015 for the year 2024-2025 is given as Annexure-3 in
this Annual Report.
24. INFORMATION ABOUT THE FINANCIAL PERFORMANCE /
FINANCIAL POSITION OF THE SUBSIDIARIES / ASSOCIATES/ JOINT VENTURES:
M/s. B N Rathi Comtrade Private Limited, a wholly owned subsidiary of
the Company has earned a revenue of Rs. 12.51 lakhs and suffered a loss of Rs. -21.49
lakhs.
M/s B-fly Asset Manager LLP, Associate to the company has made an
income of Rs. 25.28 lakhs and suffered a loss of Rs. 15.63 lakhs
As per the provisions of Section 129 of the Companies Act, 2013 read
with Companies (Accounts) Rules, 2014, a separate statement containing the salient
features of the financial statements of the subsidiary companies is prepared in Form AOC-1
and is attached as Annexure - 4 and forms part of this report.
25. NAMES OF THE COMPANIES WHICH HAVE BECOME OR CEASED TO BE ITS
SUBSIDIARIES, JOINT VENTURES OR ASSOCIATE COMPANIES DURING THE YEAR.
During the year under review no Company has become or ceased to be its
subsidiaries, joint ventures or associate Company.
26. CONSOLIDATED FINANCIAL STATEMENTS
In compliance with the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 (hereinafter referred to as the ‘Listing
Regulations') and Section 129 of the Companies Act, 2013, the Consolidated Financial
Statements which have been prepared by the Company in accordance with the applicable
provisions of the Companies Act, 2013 and the applicable Indian Accounting Standards (Ind
AS) forms part of this Annual Report.
27. DETAILS RELATING TO DEPOSITS:
The Company has not accepted any public deposits during the Financial
Year ended March 31,2025 and as such, no amount of principal or interest on public
deposits was outstanding as on the date of the balance sheet.
28. DETAILS OF DEPOSITS NOT IN COMPLIANCE WITH THE
REQUIREMENTS OF THE ACT:
Since the Company has not accepted any deposits during the Financial
Year ended March 31,2025, there has been no non-compliance with the requirements of the
Act.
Pursuant to the Ministry of Corporate Affairs (MCA) notification dated
22nd January 2019 amending the Companies (Acceptance of Deposits) Rules, 2014, the Company
is required to file with the Registrar of Companies (ROC) requisite returns in Form DPT-3
for outstanding receipt of money/loan by the Company, which is not considered as deposits.
The Company complied with this requirement within the prescribed
timelines.
29. PARTICULARS OF LOANS, GUARANTEES OR
INVESTMENTS:
The company has not given loans, Guarantees or made any investments
during the year under review.
The Company has been availing facilities of Credit and Guarantee as and
when required, for the business of the Company from banks. Personal Guarantees were given
by Mr. Hari Narayan Rathi, Managing Director and Mr. Chetan Rathi, Executive Director
without any consideration for obtaining Bank Guarantees.
30. RELATED PARTY TRANSACTIONS:
All related party transactions that were entered into during the
financial year were on arm's length basis and were in the ordinary course of business.
During the financial year 202425, there were no materially significant related party
transactions made by the Company with Promoters, Directors, Key Managerial Personnel or
other designated persons which may have a potential conflict with the interest of the
Company at large.
In line with the provisions of Section 177 of the Act read with the
Companies (Meetings of the Board and its Powers) Rules, 2014, omnibus approval for the
estimated value of transactions with the related parties for the financial year is
obtained from the Audit Committee. The transactions with the related parties are routine
and repetitive in nature
The summary statement of transactions entered into with the related
parties pursuant to the omnibus approval so granted are reviewed and approved by the Audit
Committee and the Board of Directors on a quarterly basis. The summary statements are
supported by an independent audit report certifying that the transactions are at an arm's
length basis and in the ordinary course of business
The Form AOC-2 pursuant to Section 134(3)(h) of the Companies Act, 2013
read with Rule 8(2) of the Companies (Accounts) Rules, 2014 is annexed herewith as Annexure-5
to this report.
31. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION
AND FOREIGN EXCHANGE OUTGO:
The required information as per Sec.134 (3) (m) of the Companies Act
2013 is provided hereunder:
A. Conservation of Energy: Your Company's operations are not energy
intensive. Adequate measures have been taken to conserve energy wherever possible by using
energy efficient computers and purchase of energy efficient equipment.
B. Technology Absorption: All the Factors mentioned in Rule 8 (3)(b)
Technology absorption are not applicable to the Company.
C. Foreign Exchange Earnings and Out Go:
Foreign Exchange Earnings: NIL Foreign Exchange Outgo: NIL
32. COMMITTEES:
(I) . AUDIT COMMITTEE: The Audit Committee of the Company is
constituted in line with the
provisions of Regulation 18(1) of SEBI (LODR) Regulations with the
Stock Exchange(s) read with Section 177 of the Companies Act, 2013 are included in the
Corporate Governance report, which forms part of this report.
(II) . NOMINATION AND REMUNERATION COMMITTEE: The Nomination and
Remuneration
Committee of the Company is constituted in line with the provisions of
Regulation 19(1) of SEBI (LODR) Regulations with the Stock Exchange(s) read with Section
178 of the Companies Act, 2013 are included in the Corporate Governance report, which
forms part of this report.
(III) .STAKEHOLDERS RELATIONSHIP COMMITTEE: The Stakeholders
Relationship
Committee of the Company is constituted in line with the provisions of
Regulation 20 of SEBI (LODR) Regulations with the Stock Exchange(s) read with Section 178
of the Companies Act, 2013 are included in the Corporate Governance report, which forms
part of this report.
33. CORPORATE SOCIAL RESPONSIBILITY (CSR,
COMPOSITION OF CSR COMMITTEE AND CONTENTS OF CSR POLICY)
The company has attracted the provisions of Corporate Social
Responsibility u/s 135 of Companies Act, and since the CSR obligation did not exceed fifty
lakh rupees, the requirement under section 135(1) for constitution of the Corporate Social
Responsibility Committee shall not be applicable and the functions of such Committee
provided under this section shall, in such cases, be discharged by the Board of Directors
of such company. CSR policy may be accessed on the Company's website at:
www.bnrsecurities.com. The Corporate Social Responsibility Report is enclosed as Annexure
6.
In terms of Section 135 of the Companies Act, 2013 read with Companies
(Corporate Social Responsibility Policy) Rules, 2014 as amended (“CSR Rules”)
and in accordance with the CSR Policy, during the financial year 2024-25, your Company has
spent total obligation of Rs.20,24,368/- (representing 2 % of the average net profit for
the past the three financial years, being fY 21-22, FY 2022-23 and FY 2023-24. Areas of
CSR Activities undertaken by the Company are Health Care and Children Education.
34. VIGIL MECHANISM/ WHISTLE BLOWER POLICY:
The Board of Directors has formulated a Whistle Blower Policy which is
in compliance with the provisions of Section 177(10) of the Companies Act, 2013 and
Regulation 22 of the Listing Regulations. The Company promotes ethical behaviour and has
put in place a mechanism for reporting illegal or unethical behaviour. The Company has a
Vigil Mechanism and Whistle-blower policy under which the employees are free to report
violations of applicable laws and regulations and the Code of Conduct. Employees may
report their genuine concerns to the Chairman of the Audit Committee. During the year
under review, no employee was denied access to the Audit Committee.
Vigil Mechanism Policy has been established by the Company for
directors and employees to report genuine concerns pursuant to the provisions of section
177(9) & (10) of the Companies Act, 2013. The same has been placed on the website of
the Company www.bnrsecurities.com .
35. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE
REGULATORS OR COURTS
There are no significant and material orders passed by the regulators
/courts that would impact the going concern status of the Company and its future
operations.
36. STATUTORY AUDITORS AND THEIR REPORT THEREON:
At the 38th Annual General Meeting held on 27.06.2024, the shareholders
of the Company approved the appointment of M/s. M Anandam & Co., Chartered
Accountants, Hyderabad as Statutory Auditors of the company for the term of three years
form the financial year 2024 -2025 onwards on such terms and conditions and remuneration
as may be decided by the Board. M/s M Anandam & Co. will continue as statutory
auditors of the company till the conclusion of 41st Annual General Meeting to be held in
the financial year 2027-2028.
The Auditors' Report for fiscal 2025 does not contain any
qualification, reservation or adverse remark. The Auditors' Report is enclosed with the
financial statements in this Annual Report. The Company has received audit report with
unmodified opinion for both Standalone and Consolidated audited financial results of the
Company for the Financial Year ended March 31,2025 from the statutory auditors of the
Company.
The Auditors have confirmed that they have subjected themselves to the
peer review process of Institute of Chartered Accountants of India (ICAI) and hold valid
certificate issued by the Peer Review Board of the ICAI.
37. SECRETARIAL AUDIT REPORT:
In terms of section 204 of the Companies Act, 2013 read with the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, based upon
the recommendations of the Audit Committee, the Board of Directors had appointed M/s. S.S.
Reddy & Associates, Practicing Company Secretaries (CP No. 7478) as the Secretarial
Auditor of the Company, for conducting the Secretarial Audit for financial year ended
March 31, 2025.
The Secretarial Audit was carried out by M/s. S.S. Reddy &
Associates, Company Secretaries (CP No. 7478) for the financial year ended March 31,2025.
The Report given by the Secretarial Auditor is annexed herewith as Annexure-7 and
forms integral part of this Report.
The Secretarial Audit Report does not contain any qualification,
reservation or adverse remark.
38. ANNUAL SECRETARIAL COMPLIANCE REPORT:
SEBI vide its Circular No. CIR/CFD/CMD1/27/2019 dated February 08, 2019
read with Regulation 24(A) of the Listing Regulations, directed listed entities to conduct
Annual Secretarial compliance audit from a Practicing Company Secretary of all applicable
SEBI Regulations and circulars/guidelines issued thereunder. Further, Secretarial
Compliance
Report dated 13.05.2025, given by M/s. S.S. Reddy & Associates,
Practicing Company Secretary, submitted Stock Exchange(s) within 60 days of the end of the
financial year.
39. INTERNAL AUDITORS:
Pursuant to provisions of Section 138 read with Rule 13 of the
Companies (Accounts) Rules, 2014 and Section 179 read with Rule 8(4) of the Companies
(Meetings of Board and its Powers) Rules, 2014; during the year under review the Internal
Audit of the functions and activities of the Company was undertaken by the Internal
Auditor of the Company on quarterly basis by M/s. Penmetsa & Associates., the Internal
Auditor of the Company.
Deviations, if any are reviewed periodically and due compliance
ensured. Summary of Significant Audit Observations along with recommendations and its
implementations are reviewed by the Audit Committee and concerns, if any, are reported to
Board. There were no adverse remarks or qualification on accounts of the Company from the
Internal Auditor.
The Board has re-appointed by M/s Penmetsa & Associates, Chartered
Accountants, Hyderabad as Internal Auditors for the Financial Year 2025-26.
40. SECRETARIAL STANDARDS
Pursuant to the provisions of Section 118 of the Companies Act, 2013,
the Company has complied with the applicable provisions of the Secretarial Standards
issued by the Institute of Company Secretaries of India and notified by Ministry of
Corporate Affairs.
41. DECLARATION BY THE COMPANY
The Company has issued a certificate to its Directors, confirming that
it has not made any default under Section 164(2) of the Act, as on March 31,2025.
42. ANNUAL RETURN:
As required pursuant to section 92(3) of the Companies Act, 2013 and
rule 12(1) of the Companies (Management and Administration) Rules, 2014, an annual return
is uploaded on website of the Company www.bnrsecurities.com.
43. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:
Management Discussion and Analysis report for the year under review as
stipulated under Regulation 34 (e) read with schedule V, Part B of SEBI (Listing
Obligations and Disclosure Requirements), Regulations 2015 with the stock exchange in
India is annexed herewith as Annexure-8 to this report.
In terms of Regulations 25(8) of the Listing Regulations, the
Independent Directors have confirmed that they are not aware of any circumstance or
situation, which exists or may be reasonably anticipated, that could impair or impact
their ability to discharge their duties with an objective independent judgement and
without any external influence.
During the year, Independent Directors of the Company had no pecuniary
relationship or transactions with the Company, other than sitting fees, for the purpose of
attending meetings of the Board of Directors and Committee(s).
44. FAMILIARISATION PROGRAMMES:
The Company familiarises its Independent Directors on their appointment
as such on the Board with the Company, their roles, rights, responsibilities in the
Company, nature of the industry in which the Company operates, etc. through
familiarisation programme. The Company also conducts orientation programme upon induction
of new Directors, as well as other initiatives to update the Directors on a continuing
basis. The familiarisation programme for Independent Directors is disclosed on the
Company's website www.bnrsecurities.com.
45. INSURANCE:
The properties and assets of your Company are adequately insured.
46. CORPORATE GOVERNANCE AND SHAREHOLDERS
INFORMATION:
The Company has implemented all of its major stipulations as applicable
to the Company. As stipulated under Regulation 34 read with schedule V of SEBI (LODR)
Regulations, 2015, a report on Corporate Governance duly audited is appended as Annexure-9
for information of the Members. A requisite certificate from the Secretarial Auditors
of the Company confirming compliance with the conditions of Corporate Governance is
attached to the Report on Corporate Governance.
47. NON-EXECUTIVE DIRECTORS' COMPENSATION AND
DISCLOSURES
None of the Independent / Non-Executive Directors has any pecuniary
relationship or transactions with the Company which in the Judgment of the Board may
affect the independence of the Directors.
48. COMPANY'S POLICY ON DIRECTORS' APPOINTMENT AND
REMUNERATION INCLUDING CRITERIA FOR DETERMINING QUALIFICATIONS, POSITIVE ATTRIBUTES,
INDEPENDENCE OF A DIRECTOR AND OTHER MATTERS PROVIDED UNDER SUB-SECTION (3) OF SECTION
178:
The assessment and appointment of Members to the Board is based on a
combination of criterion that includes ethics, personal and professional stature, domain
expertise, gender diversity and specific qualification required for the position. The
potential Board Member is also assessed on the basis of independence criteria defined in
Section 149(6) of the Companies Act, 2013 and Regulation 27 of SEBI (LODR) Regulations,
2015. In accordance with Section 178(3) of the Companies Act, 2013 and Regulation 19(4) of
SEBI (LODR) Regulations, 2015, on the recommendations of the Nomination and Remuneration
Committee, the Board adopted a remuneration policy for Directors, Key Management Personnel
(KMPs) and Senior Management. The Policy is attached as part of Corporate Governance
Report. We affirm that the remuneration paid to the Directors is as per the terms laid
down in the Nomination and Remuneration Policy of the Company.
49. CODE OF CONDUCT FOR THE PREVENTION OF INSIDER
TRADING
The Board of Directors has adopted the Insider Trading Policy in
accordance with the requirements of the SEBI (Prohibition of Insider Trading) Regulation,
2015 and the applicable Securities laws. The Insider Trading Policy of the Company lays
down guidelines and procedures to be followed, and disclosures to be made while dealing
with shares of the Company, as well as the consequences of violation. The policy has been
formulated to regulate, monitor and ensure reporting of deals by
employees and to maintain the highest ethical standards of dealing in Company securities.
The Insider Trading Policy of the Company covering code of practices
and procedures for fair disclosure of unpublished price sensitive information and code of
conduct for the prevention of insider trading, is available on our website
(www.bnrsecurities.com).
50. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF
WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013
The Company has zero tolerance for sexual harassment at workplace and
has adopted a Policy on Prevention, Prohibition, and Redressal of Sexual Harassment at
workplacewhich is in line with provisions of the Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013 (‘POSH Act') and the Rules made
thereunder. With the objective of providing a safe working environment, all employees
(permanent, contractual, temporary, trainees) are covered under this Policy. The policy is
available on the website at www.bnrathisecurities.com
As per the requirement of the POSH Act and Rules made thereunder, the
Company has constituted an Internal Committee at all its locations known as the Prevention
of Sexual Harassment (POSH) Committees, to inquire and redress complaints received
regarding sexual harassment. During the year under review, there were no Complaints
pertaining to sexual harassment.
The Existing Committee was constituted on 14.02.2022 with the following
members:
| Name |
Designation |
| Ms. Deepika Mathur |
Presiding Officer |
| Ms. Sabitha Reddy G |
Member |
| Mr. Dasaripalla Joji |
External Member |
All employees are covered under this policy. During the year 2024-25,
there were no complaints received by the Committee.
51. INDUSTRY BASED DISCLOSURES AS MANDATED BY THE
RESPECTIVE LAWS GOVERNING THE COMPANY:
The Company is not a NBFC, Housing Companies etc., and hence Industry
based disclosures is not required.
52. FAILURE TO IMPLEMENT CORPORATE ACTIONS:
During the year under review, no corporate actions were done by the
Company which were failed to be implemented.
53. DETAILS OF APPLICATION MADE OR PROCEEDING
PENDING UNDER INSOLVENCY AND BANKRUPTCY CODE, 2016:
During the year under review, there were no applications made or
proceedings pending in the name of the Company under Insolvency and Bankruptcy Code, 2016.
54. DETAILS OF DIFFERENCE BETWEEN VALUATION AMOUNT ON ONE TIME
SETTLEMENT AND VALUATION WHILE AVAILING LOAN FROM BANKS AND FINANCIAL INSTITUTIONS:
During the year under review, there has been no one time settlement of
loans taken from banks and financial institutions.
55. EMPLOYEE STOCK OPTION SCHEME:
The Company introduced an Employee Stock Option (ESOP) scheme,
“BNRSL- ESOP Scheme 2022” which helps the Company to attract and retain right
talent. The Nomination and Remuneration Committee (NRC) administers the Company's ESOP
scheme. Further the Company has received in-principle approval from BSE Limited for issue
and allotment of 15,00,000 Equity shares of Rs. 10/- each to be allotted by the Company,
upon exercise of stock options in terms of Securities Exchange Board of India (Share Based
Employee Benefits and Sweat Equity) Regulations, 2O21 and there were no changes in the
ESOP scheme during the financial year under review. The scheme is in compliance with the
Securities and Exchange Board of India (Share-Based Employee Benefits and Sweat Equity)
Regulations, 2021.
Following are the details of the ESOPs as on 31st March 2025:
| SI. No. Details Related to
ESOPS |
BNRSL- ESOP Scheme 2022 |
| 1. Description of each ESOP that existed at
any times during the year, including the general terms and conditions of each ESOPs
including: |
|
| a. Date of Shareholders Approval |
22.07.2022 |
| b. Total no. of options approved under ESOPs |
15,00,000 |
| c. Vesting Requirements |
From completion of 1st year from the date of
grant of options, unless otherwise specified by the NRC. The vesting period shall not be
less than 1 year and not more than 5 years from the date of grant of options. |
| d. Exercise price or Pricing Formula |
As decided by NRC |
| e. Maximum term of options granted |
5 years |
| f. Source of shares (primary, secondary or
combination) |
Primary |
| g. Variation in terms of options |
NA |
| 2. Method used to account for ESOPs |
Fair value |
| 3. Option movement during the year: |
|
| Number of options outstanding at the
beginning of the period |
5,00,000 |
| Adjustment on account of bonus issue (if any) |
NIL |
| No. of options granted during the year |
NIL |
| No. of options forfeited/lapsed during the
year |
NIL |
| No. of options vested during the year |
1,25,000 |
| No. of options exercised during the year |
1,25,000 |
| No. of shares arising as a result of exercise
of options |
1,25,000 |
| Money realized by exercise of options (INR),
if scheme is implemented directly by the company |
25,00,000 |
| Loan repaid by the trust during the year from
exercise price received |
NA |
| No. of option outstanding at the end of the
year |
7,50,000 at the face value of Rs. 5/- |
| No. of options exercisable at the end of the
year |
NIL |
| 4. Weighted average exercise prices and
weighted average fair values of options shall be disclosed separately for options whose
exercise price either equals or exceeds or is less than the market price of the stock |
The weighted Average exercise price is Rs.
20/- whereas the weighted average fair value is Rs. 190.00/- |
Disclosure in compliance with the Securities and Exchange Board of
India (Share-Based Employee Benefits and Sweat Equity) Regulations, 2021 are available on
the company website of the company at website URL: https://www.bnrsecurities.com/.
Further, a certificate from Mr. S. Sarweswara Reddy, Secretarial
Auditor of the Company certifying that the (“BNRSL- ESOP Scheme 2022”) has been
implemented in accordance with these regulations and in accordance with the resolution of
the company in the general meeting is enclosed as Annexure-10.
56. POLICIES:
The SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015 mandated the formulation of certain policies for all listed companies. All the
policies are available on our website. www.bnrsecuities.com.
57. EVENT BASED DISCLOSURES
During the year under review, the Company has not taken up any of the
following activities:
a) Issue of sweat equity share: NA
b) Issue of shares with differential rights: NA
c) Issue of shares (including sweat equity shares) to employees of the
Company: company issued 1,25,000 shares to the employees under BnRsL- ESOP Scheme 2022
d) Disclosure on purchase by Company or giving of loans by it for
purchase of its shares: NA
e) Buy back shares: NA
f) Disclosure about revision: NA
g) Preferential Allotment of Shares: No preferential allotment during
the year.
58. ACKNOWLEDGMENTS:
Your directors place on record their appreciation for the overwhelming
co-operation and assistance received from the investors, customers, business associates,
bankers, vendors, as well as regulatory and governmental authorities. Your directors also
thank the employees at all levels, who through their dedication, co-operation, support and
smart work have enabled the company to achieve a moderate growth and is determined to
poise a rapid and remarkable growth in the year to come.
Your Directors also wish to place on record their appreciation of
business constituents, banks and other financial institutions and shareholders of the
Company, SEBI, BSE, NSE, MCX, NSDL, CDSL, ICICI Bank, HDFC Bank etc. for their continued
support for the growth of the Company.
|
For and on behalf of the Board B.N. Rathi
Securities Limited |
|
Sd/- |
|
Laxminiwas Sharma |
Place: Hyderabad |
Chairman |
Date:13.05.2025 |
DIN:00010899 |
|