Bharat Nidhi (Bharat Bank) Unlisted Shares Annual Reports

Bharat Nidhi (Bharat Bank) Unlisted Shares

Bharat Nidhi Limited - 81st Annual Report Summary: **Corporate Information:** Bharat Nidhi Limited's registered office is located at 3/8, 2nd Floor, Asaf Ali Road, New Delhi 110002. The directors are Mr. Bhagavatula Chintamani Rao, Mr. Bhagat Ram Goyal, Mr. Nityanand Singh, and Mr. Sunder Hemrajani. The Company Secretary is Ms. Amita Gola. HDFC Bank is the banker. A.K. Gutgutia & Co., Chartered Accountants, serves as the statutory auditor. Skyline Financial Services Private Limited is the Registrar and Share Transfer Agent. **Notice of 81st Annual General Meeting (AGM):** The 81st AGM will be held on Monday, September 30, 2024, at 3:00 P.M. via video conferencing. Ordinary business includes receiving and adopting the audited financial statements for the year ended March 31, 2024, declaring dividends, and appointing a director in place of Mr. Bhagat Ram Goyal, who is retiring and eligible for reappointment. A special business item is the appointment of Mr. Sunder Hemrajani as a Non-Executive Director, liable to retire by rotation. **AGM & E-Voting Notes:** The AGM will be conducted via video conferencing, in compliance with MCA circulars, with the registered office as the deemed venue. Remote e-voting will be available to members through CDSL, from September 27, 2024 (9:00 a.m. IST) to September 29, 2024 (5:00 p.m. IST). Members holding shares as of the cut-off date (September 23, 2024) can vote remotely. The Scrutinizer appointed is Mr. Mohit Bansal. The results will be on the CDSL website. The Register of Members and Share Transfer Register will be closed from September 24, 2024, to September 30, 2024 for dividend payment purposes. **Dividend Payment:** Dividends for the year ended March 31, 2024, if approved, will be paid to shareholders whose names appear on the Register of Members as of September 23, 2024. Dividend income is taxable, and the company will deduct tax at source. No tax will be deducted if the total dividend received during FY 2024-25 does not exceed Rs. 5000 for resident individual shareholders. Those who do not have PAN or haven't registered their PAN will have tax deducted @ 20%. **Voting through Electronic Means:** Electronic voting will be facilitated by CDSL. Members can vote remotely from September 27-29. Shareholders have one vote per equity share held as of September 23, 2024. **Instructions for Remote E-Voting:** Detailed instructions are provided for individual shareholders holding securities in demat mode with CDSL or NSDL, and for shareholders other than individual shareholders holding in Demat form & physical shareholders. Helpdesk details for technical issues related to login are available for CDSL and NSDL. **Statement Pursuant to Section 102(1) of the Companies Act, 2013:** Details are provided for the re-appointment of Mr. Bhagat Ram Goyal and the appointment of Mr. Sunder Hemrajani as directors. **Directors' Report:** The directors present their 81st Annual Report with the audited financial statements for the year ended March 31, 2024. **Financial Results:** On a standalone basis, the total income for FY 2023-24 was Rs. 3,656.44 Lakhs and profit after tax was Rs. 1,336.77 Lakhs. On a consolidated basis, the profit after tax was Rs. 1,336.77 Lakhs, and the profit after tax and share in Net Profit of Associates was Rs. 50,450.35 Lakhs. **Dividend:** A dividend of Rs. 0.60 per Equity Share of Rs. 10 each is recommended. **Share Capital:** The company undertook a buy back of 30,958 equity shares for a total consideration of Rs. 3476.27 Lakh. Consequently, the paid-up share capital was reduced. **Deposits:** The company has not accepted any Public Deposits during the Financial Year ended March 31, 2024. **Loans, Guarantees, and Investments:** There were no Loans or Guarantees given by the Company under section 186 of the Companies Act, 2013. **Directors and Key Managerial Personnel:** The board consists of Mr. Bhagat Ram Goyal, Mr. Bhagavatula Chintamani Rao, Mr. Nityanand Singh, and Mr. Sunder Hemrajani. Mr. Piyush Garg, CFO, resigned w.e.f. September 1, 2023. Mr. Sunder Hemrajani was appointed as an Additional Director. **Meetings of the Board:** Five board meetings were held during the year. **Committees of the Board:** The Board has three committees: Audit Committee, Stakeholders Relationship Committee, and Corporate Social Responsibility Committee. **Business Risk Management:** The company has a risk assessment and management policy in place, last reviewed on September 04, 2024. **Subsidiary/Joint Ventures/Associate Companies:** The company has associate companies, including Matrix Merchandise Limited, Vasuki Properties Limited, Bennett, Coleman & Co. Limited, Bennett Property Holdings Co. Limited, Mahavir Finance Limited, Times United Private Limited and Times Zenith Private Limited. **Statutory Auditors:** M/s A.K. Gutgutia & Co., Chartered Accountants, were re-appointed as Statutory Auditors for another term of five consecutive years. **Transfer of Shares to Investor Education & Protection Fund:** 337 equity shares were transferred to IEPF during the year under review. **Conservation of Energy, Technology Absorption and Foreign Exchange:** These provisions are not applicable to the company. **Internal Control System:** The company has an adequate internal control system. **Corporate Social Responsibility:** CSR provisions were not applicable during the Financial Year 2023-24. **Related Party Transactions:** All transactions were on an arm's length basis. **Significant and Material Orders:** The company's application for cancellation of NBFC Certificate of Registration (CoR) was approved by RBI. SEBI issued three settlement orders, which were later partially revoked. **Particulars of Employees:** The company has no employee in respect of whom the statement under Section 197 of the Companies Act, 2013 is required to be furnished. **Shifting of Registered Office:** The Company has shifted its registered office from First Floor, Express Building, 9-10, Bahadur Shah Zafar Marg, New Delhi-110 002 to 3/8, 2nd Floor, Asaf Ali Road, New Delhi 110002 effective July 1, 2024. **Auditor's Report Highlights:** The auditor’s report expresses an unmodified opinion on the standalone financial statements, while drawing attention to the discontinuation of the distribution business. The company has adequate internal financial controls over financial reporting system. There were no transactions relating to previously unrecorded income. There was no delay in transferring amounts to the Investor Education and Protection Fund. The company has used accounting software which has a feature of recording audit trail.

Bharat Nidhi (Bharat Bank) Unlisted Shares

Here is a comprehensive summary of the PDF document, addressing all specified core objectives and constraints: **Overview:** The PDF is the 80th Annual Report of Bharat Nidhi Limited for the financial year 2022-2023. It includes the notice for the Annual General Meeting (AGM), Directors' Report, Auditors' Report on both standalone and consolidated financial statements, and detailed financial statements (Balance Sheet, Statement of Profit & Loss, and Cash Flow Statement) with accompanying notes. It also covers corporate governance matters, risk management, related party transactions, and compliance with relevant laws and regulations. **Annual General Meeting (AGM) Notice:** The 80th AGM will be held on September 29, 2023, via video conferencing. Ordinary business includes adopting audited financial statements, declaring dividends on equity shares for the financial year ended March 31, 2023, and appointing a director. Remote e-voting facilities are provided to members. The register of members and share transfer register will be closed from September 23, 2023, to September 29, 2023. The dividend will be paid to shareholders whose names appear in the Company's Register of Members as of September 20, 2023. The company has engaged Central Depository Services (India) Limited (CDSL) for e-voting facilities. Shareholders holding securities in Demat mode are allowed to vote through their Demat accounts and should update their mobile number and email ID. **Directors’ Report:** * **Financial Results and Company Affairs:** Bharat Nidhi Limited engaged in the business of distributing newspapers in Delhi & NCR and investing surplus funds in debt-based mutual funds, bank, and financial institution fixed deposits. The company witnessed recovery from COVID-19 impact, with higher revenue. Net profit primarily comes from interest, dividends, and gains from investment sales. The net profit increase in FY 2022-23 resulted from increased other income, including sales of long-term investments and increased dividend income compared to FY 2021-22. * **Standalone Basis (in Lakhs):** Total Income: 5,352.28; Total Expenditure: 3,594.44; Profit Before Tax: 1,078.05; Profit After Tax: 815.58. * **Consolidated Basis (in Lakhs):** Total Income: 5,352.28; Total Expense: 3,594.44; Profit Before Tax: 1,078.05; Profit After Tax: 815.58; Share in Net Profit / (Loss) of Associates: (4,835.00); Profit / (Loss) after tax and share in Net Profit of Associates: (4,019.42). * Distribution business was discontinued effective September 01, 2023, following termination of the Dealership Agreement by Bennett, Coleman & Co. Ltd. (BCCL). * **Dividend:** A dividend of Rs. 0.60 per Equity Share of Rs. 10 each is recommended, totaling Rs. 17.40 Lakhs for FY 2022-23. Unclaimed dividends of Rs. 1.26 Lakhs pertaining to FY 2014-15 were transferred to the Investor Education & Protection Fund (IEPF). * **Reserves:** Rs. 163.12 Lakhs were transferred to the Special Reserve under Section 45-IC of the Reserve Bank of India Act, 1934. * **Share Capital:** Paid-up share capital as of March 31, 2023, was Rs. 290.07 Lakhs. A buyback offer for up to 30,958 equity shares at Rs.11,229 per share is currently pending due to a stay order from the Bombay High Court. * **Deposits:** No public deposits were accepted. * **Loans, Guarantees, and Investments:** No loans or guarantees were given under Section 186 of the Companies Act, 2013. Investments in Mutual Fund units and Equity Shares are detailed in Note No. 10. * **Directors and Key Managerial Personnel:** The board consists of Mr. Bhagat Ram Goyal, Mr. Bhagavatula Chintamani Rao, and Mr. Nityanand Singh. Changes include the reappointment and redesignation of certain directors and the resignation of Mr. Piyush Garg as CFO. * **Board Committees:** The board has an Audit Committee, Stakeholders Relationship Committee, and Corporate Social Responsibility Committee. Meeting details and compositions are provided. * **Business Risk Management:** A Risk Assessment and Management Policy is in place, reviewed annually by the Board of Directors. The objective is sustainable business growth with a proactive risk management approach. * **Subsidiary/Joint Ventures/Associate Companies:** The Company has several associate companies, including Matrix Merchandise Limited, Vasuki Properties Limited, Bennett, Coleman & Co. Limited, Bennett Property Holdings Co. Limited, and Mahavir Finance Limited. * **Statutory Auditors:** M/s A.K. Gutgutia & Co., Chartered Accountants, were re-appointed as Statutory Auditors until the conclusion of the 84th AGM in 2027. * **Transfer of Shares to IEPF:** 1,425 equity shares were transferred to IEPF in compliance with IEPF Rules. * **Conservation of Energy, Technology Absorption, and Foreign Exchange:** Disclosure requirements are not applicable; no foreign exchange transactions occurred. * **Internal Control System:** The company has an adequate internal control system. * **Corporate Social Responsibility (CSR) Initiatives:** Rs. 55.56 Lakhs were contributed to Bennett University for professional education. The Annual Report on CSR is in Annexure I. * **Related Party Transactions:** All related party transactions were on an arm’s length basis and in the ordinary course of business. Form AOC-2 provides details. * **Significant and Material Orders:** The RBI cancelled the Company's CoR as an NBFC. SEBI issued settlement orders related to alleged securities law violations, resulting in payments to SEBI and a pending buyback offer. * **Particulars of Employees:** The Company has no employee in respect of whom the statement under Section 197 of the Companies Act, 2013 is required to be furnished. * **Directors’ Responsibility Statement:** The directors affirm the responsibility for the accuracy and integrity of the financial statements. * **Cost Records:** Maintenance of cost records is not applicable. * **Secretarial Standards:** Applicable Secretarial Standards have been complied with. * **Accounting Standards:** Financial statements are prepared as per Indian GAAP. * **Annual Return:** The Annual Return is available for inspection at the registered office. **Auditors' Report (Standalone & Consolidated):** * The auditors express an unmodified opinion on the standalone and consolidated financial statements. * The report highlights emphasis of matter relating to settlement amount paid to SEBI and buyback offer. * Responsibilities of management and auditors are detailed. * The report includes annexures on legal and regulatory requirements, including compliance with the Companies (Auditor's Report) Order, 2020 (CARO 2020). * The Auditors' report expresses an unmodified opinion on the adequacy and operating effectiveness of the Company's internal financial controls over financial reporting. **Financial Statements (Standalone & Consolidated):** * **Balance Sheet:** Presents assets, liabilities, and equity as of March 31, 2023, and March 31, 2022. * **Statement of Profit & Loss:** Details income, expenses, and profit/loss for the year ended March 31, 2023, and March 31, 2022. * **Cash Flow Statement:** Shows cash flows from operating, investing, and financing activities for the year ended March 31, 2023, and March 31, 2022. * **Notes to Financial Statements:** Provides detailed explanations of accounting policies, line items, and other disclosures required under applicable accounting standards. These include share capital, reserves and surplus, long-term liabilities, trade payables, related party transactions, and other items. **Corporate Social Responsibility (CSR) Activities:** * The company has framed a CSR Policy and contributed Rs. 55.56 Lakhs to Bennett University. The average net profit as per section 135(5) is Rs. 27,77,85,997. Two percent of average net profit of the company as per section 135(5) is Rs. 55,55,720. The entire CSR amount spent or unspent for the financial year is Rs. 55,56,000. This summary provides a thorough overview of the document, capturing the key elements of Bharat Nidhi Limited's 80th Annual Report and all relevant information according to the given instructions.

Bharat Nidhi (Bharat Bank) Unlisted Shares

Bharat Nidhi Limited 79th Annual Report Summary: **Overview:** This document is the 79th Annual Report of Bharat Nidhi Limited for the financial year 2021-22. It includes the notice for the Annual General Meeting (AGM), Director's Report, Auditor's Report, and the standalone and consolidated financial statements. **Notice of 79th Annual General Meeting:** The AGM was held on September 27, 2022, via video conferencing. The Ordinary Businesses included adopting the audited financial statements for FY 2021-22 and declaring a dividend on equity shares. Mr. Nityanand Singh, retiring by rotation, offered himself for reappointment. M/s. A.K. Gutgutia & Co. were re-appointed as Statutory Auditors for another five years (until the 84th AGM). For Special Business, Mr. Bhagat Ram Goyal was re-appointed as a Non-Executive Non-Independent Director, and Mr. Bhagavatula Chintamani Rao was re-designated as a Non-Executive Non-Independent Director. The company provided remote e-voting facilities to its members through Central Depository Services (India) Limited (CDSL). The Register of Members and Share Transfer Register remained closed from September 21, 2022, to September 27, 2022, for dividend payment. Dividend income is taxable to shareholders. Unclaimed dividends up to March 31, 2014, had already been transferred to the Investor Education & Protection Fund (IEPF). The unclaimed dividend for the financial year ended March 31, 2015, was due for transfer to IEPF by November 5, 2022. Shareholders can avail of the Nomination Facility. **Directors’ Report:** Bharat Nidhi Limited is engaged in the distribution of newspapers in Delhi & NCR and invests surplus funds in debt-based mutual funds, bank deposits, and other avenues. Key Financial Results (in Lakhs): * **Standalone:** Total Income was Rs. 3,921.48 (2021-22) vs. Rs. 3,077.32 (2020-21), and Profit After Tax was Rs. 677.34 vs. Rs. 164.13. * **Consolidated:** Total Income was Rs. 3,921.48 vs. Rs. 3,077.32, and Profit After Tax was Rs. 677.34 vs. Rs. 164.13, with a share in Net Profit/Loss of Associates at Rs. 21,038.83 vs. Rs. (17,642.10). The Directors recommended a dividend of Rs. 0.60 per Equity Share, totaling Rs. 17.40 Lakhs. Rs. 135.47 Lakhs were transferred to the Special Reserve. The paid-up share capital as of March 31, 2022, was Rs. 290.07 Lakhs. The company did not accept public deposits. **Board and Committees:** The Board composition included Mr. Bhagat Ram Goyal, Mr. Bhagavatula Chintamani Rao, and Mr. Nityanand Singh. Mr. Piyush Garg was appointed as the Chief Financial Officer (CFO). The board had three committees: the Audit Committee, the Stakeholders Relationship Committee, and the Corporate Social Responsibility Committee. **Corporate Social Responsibility (CSR):** The Company made a CSR contribution of Rs. 65.65 Lacs to Bennett University. **Related Party Transactions:** All related party transactions were at arm's length. Details of related party transactions have been provided in Form AOC-2. **Significant Orders:** The company received three Show Cause Notices (SCNs) from SEBI for non-compliances, and settlement applications are pending. **Directors' Responsibility Statement:** The directors confirmed adherence to accounting standards, prudent judgments, maintained adequate accounting records, and prepared the accounts on a going concern basis. **Other Points:** * Cost records under Section 148 of the Companies Act, 2013, are not applicable. * The company has complied with applicable Secretarial Standards. * The Annual Return for 2021-22 is available for inspection at the registered office. * 4,355 equity shares were transferred to IEPF during the year under review. **Auditor’s Report:** The auditor, A.K. Gutgutia & Co., provided an unmodified opinion on the standalone and consolidated financial statements. The auditor drew attention to the pending SEBI SCNs. The auditor also reported on internal financial controls. **Statutory Auditor:** M/s A.K. Gutgutia & Co. were recommended for reappointment as Statutory Auditors for another five years to hold office from the conclusion of this AGM till the conclusion of 84th AGM to be held in the year 2027.

Bharat Nidhi (Bharat Bank) Unlisted Shares

Bharat Nidhi Limited's 78th Annual Report for 2020-21 details the company's financial performance, corporate governance, and compliance measures. **Corporate Information:** * **Directors:** Mr. Bhagavatula Chintamani Rao, Mr. Bhagat Ram Goyal, and Mr. Nityanand Singh. * **Chief Financial Officer:** Mr. Piyush Garg. * **Company Secretary:** Ms. Amita Gola. * **Statutory Auditors:** M/s A.K. Gutgutia & Co. * **Registered Office:** First Floor, Express Building, 9-10, Bahadur Shah Zafar Marg, New Delhi – 110002. **Annual General Meeting (AGM):** * The 78th AGM was held on September 28, 2021, via video conferencing (VC) or other audio-visual means (OAVM). * Members could join the AGM 30 minutes before the scheduled time, with participation limited to the first 1,000 members (excluding large shareholders, institutional investors, directors, KMP, and auditors). * Remote e-voting was available to members from September 25-27, 2021, through Central Depository Services (India) Limited (CDSL). * The Register of Members and Share Transfer Register was closed from September 22-28, 2021, for the payment of the final dividend. * A dividend of Rs. 0.60 per Equity Share of Rs. 10 each was recommended. **Financial Results and Company Affairs:** * Bharat Nidhi Limited is involved in newspaper and periodical distribution in Delhi & NCR, also investing surplus funds in debt-based mutual funds, bank deposits, and other safe avenues. * COVID-19 significantly impacted the company's operations, with a decline in demand for print publications. Sale of print publications fell almost 50% for the half year ended September 2020, compared to the year ended March 31, 2020. * The company's net profit is derived mainly from interest and dividend income, as well as gains on sale/switch of investments. * Total Income (Standalone): Rs. 3,077.32 Lakhs, Profit After Tax: Rs. 164.13 Lakhs. * Total Income (Consolidated): Rs. 3,077.32 Lakhs, Profit after tax: Rs. 164.13 Lakhs, Profit / (Loss) after tax and share in Net Profit of Associates: (17,477.97) **Dividend and Reserves:** * A dividend of Rs. 0.60 per equity share was recommended, totaling Rs. 17.40 Lakhs. * Rs. 32.82 Lakhs was transferred to Special Reserve as per section 45-IC of the Reserve Bank of India Act, 1934. * The paid-up share capital as on March 31, 2021, was Rs. 290.07 Lakhs. **Loans, Guarantees, and Investments:** * No loans or guarantees were given under section 186 of the Companies Act, 2013. * Details of investments are provided in Note No. 10 and Note No. 14 to the financial statements. **Directors and Key Personnel:** * The unfortunate demise of CFO Mr. Sanket Kumar Aggarwal due to COVID-19 was noted. Mr. Piyush Garg was appointed as the new CFO, effective June 29, 2021. * Mr. Nityanand Singh will retire by rotation at the upcoming AGM and offered himself for reappointment. The Board recommends his reappointment. **Board Committees:** * The Board has three committees: Audit Committee, Stakeholders Relationship Committee, and Corporate Social Responsibility (CSR) Committee. The composition and meeting details of each committee are provided. **Business Risk Management:** * The Company has a Risk Assessment and Management Policy, last reviewed on March 10, 2021, to ensure sustainable business growth and manage associated risks. **Subsidiary/Joint Ventures/Associate Companies:** * Details of Associate Companies including their CIN, Holding/Subsidiary/Associate status, and percentage of shares held, and section of the Companies Act are provided. **Statutory Auditors:** * M/s A.K. Gutgutia & Co. were appointed as Statutory Auditors for five consecutive years in the 74th AGM held on September 21, 2017, until the conclusion of the 79th AGM to be held in the year 2022. **Transfer of Shares to IEPF:** * 2,464 equity shares held by 35 shareholders were transferred to the Investor Education and Protection Fund (IEPF) during the year. **CSR Initiatives:** * CSR amount required to be spent during the financial year ended March 31, 2021 for Rs. 68.635 Lacs, has been spent in March 2021. The Company has contributed the said amount to the Bennett University * The Company's CSR policy and composition of the CSR Committee are outlined. The company has framed a Corporate Social Responsibility Policy, which includes the details of projects or programs to be undertaken by the Company in compliance with the provisions of the Companies Act, 2013. **Internal Control System:** * The company has an adequate internal control system in place to safeguard assets and ensure proper recording and reporting of transactions. **Directors' Responsibility Statement:** * The directors affirm that applicable accounting standards have been followed, accounting policies are consistently applied, proper care has been taken for maintaining accounting records, annual accounts have been prepared on a going concern basis, internal financial controls are adequate and operating effectively, and proper systems are in place to ensure compliance with applicable laws. **Auditor's Report:** * The Independent Auditor's Report expresses an unmodified opinion on the standalone and consolidated financial statements. The report also includes an emphasis of matter regarding the impact of the COVID-19 pandemic on the company's operations. **Other Legal and Regulatory Requirements:** * The company's adherence to legal and regulatory requirements, including maintenance of cost records, secretarial standards, and transfer of shares to the Investor Education and Protection Fund, is detailed. This summary captures the key financial and corporate governance aspects covered in the Bharat Nidhi Limited 78th Annual Report 2020-21.