Bharat Nidhi (Bharat Bank) Unlisted Shares

Annual Report Summary

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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.

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