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Bridge Securities Limited

22nd

ANNUAL REPORT - 2016-2017

BRIDGE SECURITIES LIMITED ANNUAL REPORT 2016-17 --------------------------------------------------------------------------------------------------------------------------

-------------------------------------------------------------------------------------------- WE BRIDGE THE GAP P a g e | 1

BOARD OF DIRECTORS

Mr. Pragnesh R. Shah Chairman & Mg. Director

Mr. Dashrath Thakkar Director

Mr. Hemant P. Shah Director

Mrs. Jayshree H. Shah Director

AUDITORS

M/s. Ashvin K. Yagnik & Co.

Ahmedabad.

BANKERS

Vijaya Bank – Navrangpura Branch, Ahmedabad

HDFC Bank – Navrangpura Branch, Ahmedabad

REGISTRAR & SHARE TRANSFER AGENT

LINK INTIME INDIA PVT LIMITED

506-508, Amarnath Business Centre-1 (ABC-1), Besides Gala Business Centre

Near XT Xavier‟s College Corner Off C G Road, Ellisbridge

Ahmedabad 380006

Tel No : +91-79-26465179/86/87 E-mail id : [email protected]

Website : www.linkintime.co.in

REGISTERED OFFICE

17, Suhasnagar Society, Near Dinesh Hall, Ashram Road,

Ahmedabad – 380 009

Tele/Fax – 079 – 26578808

Email – [email protected] CIN – L67120GJ1994PLC023772

Website – www.bridgesecurities.in

mailto:[email protected]

http://www.linkintime.co.in/




NOTICE

NOTICE IS HEREBY GIVEN THAT THE TWENTY SECOND ANNUAL GENERAL

MEETING OF THE MEMBERS OF THE COMPANY WILL BE HELD AT RADHE UPVAN,

NR. RUTURAJ FOUNDATION CLUB, HATHIJAN, MEHMEDABAD ROAD;

AHMEDABAD ON THURSDAY, THE 28TH DAY OF SEPTEMBER, 2017 AT 04:30 P.M.

TO TRANSACT THE FOLLOWING BUSINESS:

ORDINARY BUSINESS:

1. To receive, consider and adopt the Audited Balance Sheet as at 31st March, 2017

and the Statement of Profit & Loss for the year ended on that date together with the

Report of Board of Directors and Auditors thereon.

2. To appoint a Director in place of Shri Pragnesh Ratilal Shah (DIN: 00144888),

who retires by rotation in terms of section 152(6) of the Companies Act, 2013 and

being eligible, offers herself for re-appointment.

3. To appoint new auditors of the Company and fix their remuneration and in this

regard to consider and if thought fit, to pass, with or without modification(s), the

following resolution as an Ordinary Resolution:

“RESOLVED THAT pursuant to Sections 139, 142 and other applicable provisions, if

any, of the Companies Act, 2013 and the Rules made thereunder, as amended from

time to time, pursuant to the recommendations of the Audit Committee of the Board

of Directors, and pursuant to the resolution passed by the members at the AGM, the

appointment of M/s Bhaumik Shah & Co.. Chartered Accountants, Ahmedabad (Firm

Registration No. 137162W) as the new Auditors of the Company to hold office till the

conclusion of the next Annual General Meeting and that the Board of Directors be and

is hereby authorized to fix the remuneration payable to them for the Financial Year

ending 31st March, 2018 as may be determined by the Board of Directors in

consultation with the auditors.”

REGISTERED OFFICE:-

17, Suhasnagar Society,

Nr. Dinesh Hall, Ashram Road,

Ahmedabad Gujarat – 380009.

Tel No: (079) 26578808

Email:[email protected]

Website: www.bridgesecurities.in

CIN: L67120GJ1994PLC023772

BY ORDER OF THE BOARD OF DIRECTORS FOR BRIDGE SECURITIES LTD.

PRAGNESH SHAH

Place:- AHMEDABAD

Date: 25/05/2017

CHAIRMAN AND MANAGING DIRECTOR

DIN:-00144888



NOTES:

1. A member entitled to attend and vote at the annual general meeting (hereinafter

referred to as „the meeting‟) is entitled to appoint a proxy to attend and vote on a

poll instead of himself/ herself and the proxy need not be a member of the company.

The instrument appointing the proxy should, however, be deposited at the registered

office of the company not less than forty- eight hours before the commencement of

the meeting.

2. A person can act as a proxy on behalf of members not exceeding fifty and holding in

the aggregate not more than ten percent of the total share capital of the Company

carrying voting rights. A member holding more than ten percent of the total share

capital of the Company and carrying voting rights may appoint a single person as

proxy and such person shall not act as a proxy for any other person or shareholder.

3. Brief Resume of the Director seeking appointment/reappointment at the Meeting

along with the details of other Directorship and shareholding in the Company are

provided as an Annexure to this Notice.

4. The Register of Members and Share Transfer Books of the Company will remain

closed from 21st September, 2017 to 28th September 2017 (both days

inclusive).

5. Members holding shares in physical form are requested to notify any change in their

address including Pin Code, Bank Mandate, Income Tax Permanent Account Number

etc. to the Company‟s Registrar & Share Transfer Agent (RTA)

LINK INTIME INDIA PVT LIMITED

506-508, Amarnath Business Centre-1

(ABC-1), Besides Gala Business Centre

Near XT Xavier‟s College Corner

Off C G Road , Ellisebridge

Ahmedabad 380006

Tel No : +91 79 26465179 /86 / 87 E-mail id : [email protected]

Website : www.linkintime.co.in

Members holding shares in dematerialized form are requested to furnish this information

to their respective depository participants for updation of the records.

6. Members who hold shares in physical Form in multiple folios in identical name or joint

holding in the same order of names are requested to send the share certificates to its

RTA for consolidating into single folio. The share certificates will be returned to the

Members after making requisite changes thereon.

7. Members holding shares in single name and in physical form are advised to make

nomination in respect of their shareholding in the Company. Request may be made

to the Company or its RTA for the Nomination Form.





8. SEBI has vide Circular no. MRD/DoP/Cir-05/2009 dated 20th May, 2009

mandated the submission of PAN by every participant in the security market. Members

holding shares in electronic form /physical form are therefore, requested to submit their

PAN to the Company or its RTA.

9. Shareholders seeking any information with regard to Accounts are requested to write

to the Company at least one week in advance so as to enable the management to

keep the information ready.

10. Members attending the Annual General Meeting are requested to bring with them the

following:

a) DP & Client ID Numbers or Folio Numbers

b) Attendance Slip and

c) Copy of the Annual Report and Notice, as no copies thereof would be distributed at the Meeting.

d) Corporate members intending to send their authorized representatives to attend the Meeting are requested to submit a certified true copy of the Board resolution

authorizing their representative to attend and vote on their behalf at the Meeting.

11. All documents referred to in the accompanying Notice shall be open for inspection at

the Registered Office of the Company during normal business hours on all working

days except Saturdays.

12. Process and manner for Members opting to vote through electronic means:

In compliance with provisions of Section 108 of the Companies Act, 2013, Rule 20 of

the Companies (Management and Administration) Rules, 2014 as amended by the

Companies (Management and Administration) Amendment Rules, 2015 and Clause

31(1)(b) of the SEBI (LODR) Regulations, 2015, the Company is pleased to provide

members facility to exercise their right to vote on resolutions proposed to be

considered at the Annual General Meeting by electronic means and the business may

be transacted through e-Voting Services.

13. SHAREHOLDER INSTRUCTIONS FOR E-VOTING

The instructions for shareholders voting electronically are as under:

i. The voting period begins on 25th day of September, 2017 at 09:00 a.m. and ends on 27th day of September, 2017 at 05:00 p.m. During this

period shareholders‟ of the Company, holding shares either in physical form or in dematerialized form, as on the cut-off date (record date) of 21st Day of

September, 2017, may cast their vote electronically. The e-voting module shall be disabled by CDSL for voting thereafter.

ii. The shareholders should log on to the e-voting website www.evotingindia.com during the voting period

iii. Click on “Shareholders” tab.

http://www.evotingindia.com



iv. Now, select the “COMPANY NAME” from the drop down menu and click on

“SUBMIT”

v. Now Enter your User ID

a. For CDSL: 16 digits beneficiary ID,

b. For NSDL: 8 Character DP ID followed by 8 Digits Client ID,

c. Members holding shares in Physical Form should enter Folio Number

registered with the Company.

vi. Next enter the Image Verification as displayed and Click on Login.

vii. If you are holding shares in demat form and had logged on

to www.evotingindia.com and voted on an earlier voting of any company, then

your existing password is to be used.

viii. If you are a first time user follow the steps given below:-

For Members holding shares in Demat Form and Physical Form

PAN: Enter your 10 digit alpha-numeric *PAN issued by Income Tax Department

(Applicable for both demat shareholders as well as physical shareholders)

Members who have not updated their PAN with the Company/Depository

Participant are requested to use the first two letters of their name and the 8

digits of the sequence number in the PAN Field.

In case the sequence number is less than 8 digits enter the applicable number

of 0‟s before the number after the first two characters of the name in CAPITAL

letters. E.g. If your name is Ramesh Kumar with sequence number 1 then

enter RA00000001 in the PAN Field.

DOB: Enter the Date of Birth as recorded in the demat account or in the company

records for the said demat account or folio in dd/mm/yyyy format.

Please enter the DOB or Dividend Bank Details in order to login. If the details are not

recorded with the depository or company please enter the member id / folio number in

the Dividend Bank details field as mentioned in instruction (v).

Dividend: Enter the Dividend Bank Details as recorded in the demat account or in the

Bank-details Company records for the said demat account or folio.

ix. After entering these details appropriately, click on “SUBMIT” tab.

x. Members holding shares in physical form will then directly reach the Company

selection screen. However, members holding shares in demat form will now reach „Password Creation‟ menu wherein they are required to mandatorily enter

their login password in the new password field. Kindly note that this password is to be also used by the demat holders for voting for resolutions of any other

company on which they are eligible to vote, provided that company opts for e-

voting through CDSL platform. It is strongly recommended not to share your password with any other person and take utmost care to keep your password

confidential.

http://www.evotingindia.com/



xi. For Members holding shares in physical form, the details can be used only for e-

voting on the resolutions contained in this Notice.

xii. Click on the EVSN for the relevant <Company Name> on which you choose to vote.

xiii. On the voting page, you will see “RESOLUTION DESCRIPTION” and against the same the option “YES/NO” for voting. Select the option YES or NO as desired.

The option YES implies that you assent to the Resolution and option NO implies that you dissent to the Resolution.

xiv. Click on the “RESOLUTIONS FILE LINK” if you wish to view the entire Resolution

details.

xv. After selecting the resolution you have decided to vote on, click on “SUBMIT”. A

confirmation box will be displayed. If you wish to confirm your vote, click on “OK”, else to change your vote, click on “CANCEL” and accordingly modify your

vote.

xvi. Once you “CONFIRM” your vote on the resolution, you will not be allowed to

modify your vote.

xvii. You can also take out print of the voting done by you by clicking on “Click here to print” option on the Voting page.

xviii. If Demat account holder has forgotten the same password then enter the User ID and the image verification code and click on Forgot Password & enter the details

as prompted by the system.

xix. Shareholders can also cast their vote using CDSL‟s mobile app m-Voting available

for android based mobiles. The m-Voting app can be downloaded from Google Play Store. Please follow the instructions as prompted by the mobile app while

voting on your mobile.

xx. Note for Institutional Shareholders:-

Institutional shareholders (i.e. other than Individuals, HUF, and NRI etc.) are

required to log on to https://www.evotingindia.co.in and register themselves as Corporate.

A scanned copy of the Registration Form bearing the stamp and sign of the entity

should be emailed to [email protected].

After receiving the login details they have to create compliance user should be

created using the admin login and password. The Compliance user would be able to link the account(s) for which they wish to vote on.

The list of accounts should be mailed to [email protected] and on approval of the accounts they would be able to cast their vote.

xxi. A scanned copy of the Board Resolution and Power of Attorney (POA) which they

have issued in favour of the Custodian, if any, should be uploaded in PDF format in the system for the scrutinizer to verify the same.

xxii. In case you have any queries or issues regarding e-voting, you may refer the Frequently Asked Questions (“FAQs”) and e-voting manual available

at www.evotingindia.co.inunder help section or write an email to [email protected].

https://www.evotingindia.co.in/




http://www.evotingindia.co.in/





14. COMMENCEMENT OF E-VOTING PERIOD AND OTHER E-VOTING INSTRUCTIONS

I. The e-Voting period commences on 25th day of September, 2017 (9.00 a.m.) and ends on 27th day of September, 2017 (5.00 p.m.). During this period,

shareholders of the Company, holding shares either in physical form or in dematerialized form, as on cut off date of 21st Day of September; 2017 may cast

their vote electronically. The e-Voting module shall be disabled for voting

thereafter. Once the vote on a resolution is cast by the shareholder, the shareholder shall not be allowed to change it subsequently.

II. The voting rights of shareholders shall be in proportion to their shares of the Paid

up Equity Share Capital of the Company.

III. Mr. Amrish N Gandhi, Practicing Company Secretary [Membership No. 8193] and

failing him Mr. Samsad A Khan, Practicing Company Secretary [Membership No. 23719] has been appointed as the Scrutinizer to scrutinize the e-voting process in

a fair and transparent manner.

IV. The Scrutinizer shall, within a period not exceeding 2 working days from the

conclusion of the e-voting period, unblock the votes in the presence of at least 2 witnesses not in the employment of the Company and make a Scrutinizer‟s

Report of the votes cast in favour or against, if any and submit forth with to the Chairman of the Company.

V. The Results shall be declared on the date of AGM of the Company. The Results

declared along with the Scrutinizer‟s Report shall be placed on the Company‟s

website www.bridgesecurities.in and on the website of CDSL https://www.evotingindia.co.in within two days of the passing of the resolutions

at the AGM of the Company and communicated to the Stock Exchange(s), where the shares of the Company are listed.

VI. The resolutions shall be deemed to be passed on the date of the Annual General

Meeting, subject to receipt of sufficient votes.

VII. For Members holding shares in physical form, the password and default number

can be used only for e-Voting on the resolutions given in the notice.

VIII. Institutional Shareholders (i.e. other than individuals, HUF, NRI etc.) are required

to log on to https://www.evotingindia.co.in and register themselves as corporate, link their account which they wish to vote on and then cast their vote. They

should submit a scanned copy of the Registration Form bearing the stamp and sign of the entity to [email protected]. They should also upload a

scanned copy of the Board Resolution / Power of Attorney (POA) which they have issued in favour of the Custodian, if any, in PDF format in the system for the

scrutinizer to verify the vote. You can also update your mobile number and E-mail ID in the user profile details of the folio which may be used for sending

communication(s) regarding CDSL e-Voting system in future. The same may be

used in case the Member forgets the password and the same needs to be reset. In case you have any queries or issues regarding e-Voting, you may refer the

Frequently Asked Questions (“FAQs”) and e-Voting manual available at www.evotingindia.com under help section or write an email to

[email protected].


mailto:to%[email protected]





ANNEXURE TO THE NOTICE

ITEM NO. 3

Profile of MR. PRAGNESH RATILAL SHAH

Name of the Director Mr. Pragnesh Ratilal Shah

Date of Birth 30/07/1956

Director Identification Number

00144888

Date of Joining the Board 15/12/2009

Qualifications BACHELOR DEGREE IN COMMERCE

Experience/expertise

Experience in the field of capital market

operations, stock broking, investments and financial consultancy for more than 35 years. He is also

broker member of Vadodara stock exchange ltd. and duly registered with SEBI. He is involved in the

share and stock business from a very young age as the same had been inherited from his father late

RATILAL S SHAH who was a member of the

Ahmedabad stock exchange. Overall a First generation promoter with lot of experience on his

hand.

No. of Shares held in the Company

9,46,451

Directorships and Committee

memberships in other companies NIL

REGISTERED OFFICE:-




Tel No: (079) 26578808



CIN: L67120GJ1994PLC023772


PRAGNESH SHAH

Place:- AHMEDABAD

Date: 25/05/2017


DIN:-00144888



DIRECTORS’ REPORT

To the Members,

Your Directors have pleasure in presenting the Twenty Second Annual Report and

Audited Accounts of Bridge Securities Ltd. for the Financial Year ended March 31, 2017.

Financial Highlights

Particulars

Financial Year

2016-2017 2015-2016

Total Income

5123536

71077460

Total Expenditure

1414938

8786949

Operational Profit (/Loss)

3708598

(1679489)

Depreciation ---- ---

Profit Before Tax 3708598 (1679489)

Provision for Tax

(1399)

(1560)

(including Deferred Tax Liability) for the year

Tax adjustment for earlier year ---- ----

Profit After Tax

(3707199)

(1681049)

Balance of Profit Brought forward from Previous Year

(26951750)

1295950

Appropriations:

Transferred to General Reserve

(3707199)

(1681049)

Interim Dividend ---- -----

Tax on Interim Dividend ---- -----

Proposed Dividend ---- -----

Tax on Proposed Dividend ----- -----

Balance Carried forward

(23244551)

(26951750)

Earnings Per Share (Rs.) 1.10 (0.50)

Net Worth 10368449 6661250



DIVIDEND AND RESERVE

Your Directors don‟t recommend any Dividend during Financial Year 2016-2017. The

company has transferred (3707199) to the General Reserve for this financial year.

MANAGEMENT DISCUSSION AND ANALYSIS

In terms of the provisions of Regulation 34 of SEBI (Listing Obligations and Disclosure

Requirements) Regulation 2015, the Management Discussion and Analysis forms an

integral part of this Report and gives details of the overall industry structure,

developments, performance and state of affairs of the Company‟s business.

PUBLIC DEPOSITS

Your Company has not accepted any public deposits from the public or the Members

during the financial year and no amount on account of principal or interest on public

deposits was outstanding as on the date of the Balance Sheet.

SUBSIDIARIES & ASSOCIATES

The Company has no Subsidiaries as on 31st March 2017. There are no associate

companies within the meaning of Section 2(6) of the Companies Act, 2013 (“Act”).

In accordance with section 136 of the Companies Act, 2013, audited financial statements

and related information of the Company are available on our website

www.bridgesecurities.in. These documents will also be available for inspection during

business hours at our registered office.

NUMBER OF MEETINGS OFTHE BOARD OF DIRECTORS AND AUDIT COMMITTEE

The Details of the number of Board Meetings and Audit Committee Meetings of your

Company are set out in the Corporate Governance Report which forms part of this

Report.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

During the year Mr. Bharat Ratilal Shah, Independent Director of the Company passed

away on 26th December, 2016. The Directors place on record a deep appreciation for

the valuable services rendered by Mr. BHARATKUMAR RATILAL SHAH during his

tenure as a Director of the Company. Apart from this, there were no changes in the

directors or Key Managerial Personnel during the year. Mr. Pragnesh Ratilal

Shah, Managing Director, retires by rotation at the ensuing Annual General Meeting of

the Company and being eligible, offers herself for re-appointment.

All Independent Directors have submitted the declaration of independence, as required

pursuant to section 149(7) of the Companies Act, 2013 stating that they meet the

criteria of independence laid down in Section 149(6) of the Companies Act, 2013 and

Regulation 25 of SEBI (Listing Obligations and Disclosure Requirements) Regulation

2015.



ANNUAL EVALUATION OF BOARD’S PERFORMANCE:

In terms of the provisions of the Companies Act, 2013 read with Rules issued there

under and in terms of SEBI (Listings Obligations and Disclosures Requirements),

Regulations 2015, the Board of Directors on recommendation of the Nomination and

Remuneration Committee, have evaluated the effectiveness of the Board/Director(s) for

the financial year 2016-17.

CORPORATE GOVERNANCE REPORT

A Report on Corporate Governance and a Certificate from the Auditors of the Company,

M/s. Ashvin K. Yagnik & Co.., and confirming compliance of Corporate Governance is

annexed to this Report.

AUDITORS

a) Statutory Auditors

M/s. BHAUMIK SHAH & CO., Chartered Accountants (Firm Registration No.

137162W), the new Statutory Auditors of the Company, will be eligible for appointment

in ensuing general meeting.

Your Company has received letter from M/s. BHAUMIK SHAH & CO, Chartered

Accountants, to the effect that their appointment, if made, would be within the

prescribed limits under Section 141 of the Companies Act, 2013 read with rules made

there under and that they are not disqualified for such appointment.

Your Directors recommend the appointment of M/s. BHAUMIK SHAH & CO, Chartered

Accountants, as new Statutory Auditors of the Company to hold office from the

conclusion of this Annual General Meeting (AGM) till the conclusion of 23rd Annual

General Meeting of the Company to be held in the calendar year 2018.

b) Secretarial Auditors

AMRISH GANDHI & ASSOCIATES, Practicing Company Secretary was appointed to

conduct the secretarial audit of the Company for the Financial Year 2016-2017, as

required under section 204 of the Companies Act 2013 and Rules there under. The

Secretarial audit report for Financial Year 2016-17 forms part of the Annual Report as

“Annexure [A]” to the Board‟s Report. The Secretarial Audit Report does not contain any

qualification, reservation or adverse remark.

EXTRACT OF THE ANNUAL RETURN:

The details forming part of the extract of the Annual Return in Form MGT- 9 in

accordance with Section 92(3) of the Companies Act, 2013 read with the Companies

(Management and Administration) Rules, 2014, is annexed to this report as “Annexure

[B]”.



RELATED PARTY TRANSACTIONS (RPT)

During the financial year 2016-2017, your company has not entered into any transaction

with related party.

LOANS, GUARANTEES OR INVESTMENTS

The Company has not given any Loans and Guarantees or Investments in terms of

provisions of Section 186 of the Companies, Act 2013.

MANAGERIAL REMUNERATION AND PARTICULARS OF EMPLOYEES

There are no employees employed throughout the financial year and in receipt of

remuneration of Rs. 10200000 Lakhs or more, or employed for part of the year and in

receipt of Rs. Rs.850000 or more a month, to be reported under COMPANIES

(APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES,

2016.

RISK MANAGEMENT

Your Company recognizes that risk is an integral part of business and is committed to

managing the risks in a proactive and efficient manner.

In the opinion of the Board at present there are no risks which threaten the existence of

your Company.

VIGIL MECHANISM

Pursuant to Section 177(9) of the Companies Act, 2013, the company has adopted

Whistle Blower Policy to deal with any instance of fraud and mismanagement. The

employees of the company are free to report violations of any laws, rules, regulations

and concerns about unethical conduct to the Audit Committee under this policy. The

policy ensures that strict confidentiality is maintained whilst dealing with concerns and

also that no discrimination with any person for a genuinely raised concern.

SIGNIFICANT/MATERIAL ORDERS PASSED BY THE REGULATORS

There are no significant/material orders passed by the Regulators or Courts or Tribunals

impacting the going concern status of your Company and its operations in future.

INTERNAL CONTROL SYSTEM AND COMPLIANCE FRAMEWORK

The Company has engaged M/S MITALI MODI & CO., Chartered Accountants as its new

Internal Auditor. 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 in all areas. Internal Auditors

findings are discussed with the process owners and suitable corrective actions taken as

per the directions of Audit Committee on an ongoing basis to improve efficiency in

operations.



CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN

EXCHANGE EARNING/OUTGO

A) Conservation of Energy:

Company has not made any capital investment or not taken any other steps for

conservation of energy or the clause is not applicable.

B) Technology absorption:

Your company has not made any efforts towards technology absorption and neither

imported any technology nor made any expenditure on research and developments.

C) Foreign Exchange earnings and outgo:

Foreign Exchange inflow (Rs.): NIL

Foreign Exchange outflow (Rs.): NIL

LISTINGS

Equity shares of the company are listed on BSE Ltd and ASE Ltd. to which your company

has paid Listing Fees.

DIRECTOR’S RESPONSIBILITY STATEMENT

Pursuant to as per Sec 134 (5) of the Companies Act, 2013, the Directors 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, in the case of a listed company, 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.



GRATITUDE & ACKNOWLEDGEMENTS

The Board expresses its deep gratitude to business associates, bankers, regulators,

exchanges, depositories, and shareholders for their valuable contribution towards the

progress of the Company. Your Directors particularly wish to place on record their

sincere appreciation of the best efforts put in by employees at all levels, but for which,

the Company could not have achieved what it did during the year under review.

REGISTERED OFFICE:-




Tel No: (079) 26578808



CIN: L67120GJ1994PLC023772

BY ORDER OF THE BOARD OF DIRECTORS

FOR BRIDGE SECURITIES LTD.

PRAGNESH SHAH

Place:- AHMEDABAD Date: 25/05/2017


DIN:-00144888



Annexure [A] to Directors’ Report- Secretarial Audit Report

To The Members,

Bridge Securities Limited

We have conducted the secretarial audit of the compliance of applicable statutory

provisions and the adherence to good corporate practices by Bridge Securities Limited

(hereinafter called “the Company”). Secretarial Audit was conducted in a manner that

provided us a reasonable basis for evaluating the corporate conducts/ statutory

compliances and expressing our opinion thereon.

Based on our verification of Company‟s books, papers, minute books, forms and returns

filed and other records maintained by the Company and also the information provided by

the Company, its officers, agents and authorized representatives during the conduct of

secretarial audit, we hereby report that in our opinion, the Company has, during the

audit period covering the financial year ended on 31st March, 2017 complied with the

statutory provisions listed hereunder and also that the Company has proper Board-

processes and compliance mechanism in place to the extent, in the manner and subject

to the reporting made hereinafter:

We have examined the books, papers, minute books, forms and returns filed and other

records maintained by the Company for the financial year ended on 31st March, 2017

according to the provisions of:

(i) The Companies Act, 2013 (the Act) and the rules made there under;

(ii) The Securities Contracts (Regulation) Act, 1956 („SCRA‟) and the rules made there

under;

(iii) The Depositories Act, 1996 and the Regulations and Byelaws framed there under;

(iv) Foreign Exchange Management Act, 1999 and the rules and regulations made there

under to the extent of Foreign Direct Investment, Overseas Direct Investment and

External Commercial Borrowings; (Not applicable to the Company during the Audit

Period).

(v) The following Regulations and Guidelines prescribed under the Securities and

Exchange Board of India Act, 1992 („SEBI Act‟):-

a) The Securities and Exchange Board of India (Substantial Acquisition of Shares and

Takeovers) Regulations, 2011;

b) The Securities and Exchange Board of India (Prohibition of Insider Trading)

Regulations, 1992 and Securities and Exchange Board of India (Prohibition of Insider

Trading) Regulations, 2015;



c) The Securities and Exchange Board of India (Issue of Capital and Disclosure

Requirements) Regulations, 2009 (Not applicable to the Company during the Audit

Period);

d) The Securities and Exchange Board of India (Employee Stock Option Scheme and

Employee Stock Purchase Scheme) Guidelines, 1999 and the Securities and Exchange

Board of India (Share Based Employee Benefits) Regulations, 2014 (Not applicable to the

Company during the Audit Period);

e) The Securities and Exchange Board of India (Issue and Listing of Debt Securities)

Regulations, 2008 (Not applicable to the Company during the Audit Period).

f) The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer

Agents) Regulations, 1993 regarding the Companies Act and dealing with client;

g) The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations,

2009 (Not applicable to the Company during the Audit Period); and

h) The Securities and Exchange Board of India (Buyback of Securities) Regulations,

1998; (Not applicable to the Company during the Audit Period).

(vi) As identified by the Management, no other applicable laws are applicable to the

Company

We have also examined compliance with the applicable clauses of the following:

(i) Secretarial Standards issued by The Institute of Company Secretaries of India (Not

notified during the Audit Period and hence not applicable).

(ii) The SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

During the period under review, the Company has complied with the provisions of the

Act, Rules, Regulations, Guidelines, Standards etc. mentioned above except to the

extent as mentioned below:-

i. During the year under review, Form DIR-12 for Death of Shri Bharatkumar Ratilal Shah

Independent (Non-Executive Director) was filed with additional fee.

ii. The Website of the Company was not functioning during the year under review.

We further report that:

a) The Board of Directors of the Company is duly constituted with proper balance of

Executive Directors, Non-Executive Directors and Independent Directors. The changes in

the composition of the Board of Directors that took place during the period under review

were carried out in compliance with the provisions of the Act.

b) Adequate notice is given to all directors to schedule the Board Meetings. Agenda and

detailed notes on agenda were sent at least seven days in advance, and a system exists

for seeking and obtaining further information and clarifications on the agenda items

before the meeting and for meaningful participation at the meeting.



c) The minutes of the Board meetings have not identified any dissent by members of the

Board; hence we have no reason to believe that the decisions by the Board were not

approved by all the directors present.

We further report that there are adequate systems and processes in the Company

commensurate with the size and operations of the Company to monitor and ensure

compliance with applicable laws, rules, regulations and guidelines.

FOR AMRISH GANDHI & ASSOCIATES

Company Secretaries

Date: 25th May, 2017 AMRISH N. GANDHI Place: AHMEDABAD FCS No. 8193, C.P. No. – 5656

This report is to be read with our letter of even date which is annexed as Annexure A

and forms an integral part of this report.



Annexure – A to Secretarial Audit Report

To, The Members Bridge Securities Limited Our report of even date is to be read along with this letter. 1. Maintenance of secretarial record is the responsibility of the management of the company. Our responsibility is to express an opinion on these secretarial records based on our audit. 2. We have followed the audit practices and processes as were appropriate to obtain reasonable assurance about the correctness of the contents of the Secretarial records. The verification was done on test basis to ensure that correct facts are reflected in secretarial records. We believe that the processes and practices, we followed provide a reasonable basis for our opinion. 3. We have not verified the correctness and appropriateness of financial records and Books of Accounts of the company. 4. Where ever required, we have obtained the Management representation about the compliance of laws, rules and regulations and happening of events etc. 5. The compliance of the provisions of Corporate and other applicable laws, rules, regulations, standards is the responsibility of management. Our examination was limited to the verification of procedures on test basis. 6. The Secretarial Audit report is neither an assurance as to the future viability of the company nor of the efficacy or effectiveness with which the management has conducted the affairs of the company.

FOR AMRISH GANDHI & ASSOCIATES

Company Secretaries

Date: 25th May, 2017 AMRISH N. GANDHI Place: AHMEDABAD FCS No. 8193, C.P. No. – 5656



Annexure [B] to Director’s Report

Form No. MGT-9

EXTRACT OF ANNUAL RETURN As on the financial year ended on 31st March, 2017

[Pursuant to section 92(3) of the Companies Act, 2013 and rule 12(1) of the

Companies (Management and Administration) Rules, 2014]

I. REGISTRATION AND OTHER DETAILS:

i) CIN: L67120GJ1994PLC023772 ii) Registration Date: 06/12/1994

iii) Name of the Company: BRIDGE SECURITIES LIMITED iv) Category of the Company: Public Company

v) Sub-Category of the Company: Company having Share Capital vi) Address of the Registered Office and Contact Details:

Address: 17, SUHAS NAGAR SOCIETY, NR. DINESH HALL, ASHRAM ROAD, AHMEDABAD-

380009

Contact Details: Phone: (079) 26578808 E-mail: [email protected]


vi) Whether listed company: Yes

Stock Exchange BSE Limited (BSE) Vadodara Stock

Exchange Ltd. (VSE)

Ahmedabad stock

exchange Ltd. (ASE)

Scrip Code 530249 403 09897

vii) Name, Address and Contact details of Registrar and Transfer Agent, if any: Name: Link Intime India Pvt Limited 506-508, Amarnath Business Centre-1 (ABC-1), Besides Gala Business Centre Near XT Xavier’s College Corner Off C G Road, Ellisbridge Ahmedabad 380006 Tel No : +91 79 26465179 /86 / 87 E-mail id : [email protected] Website : www.linkintime.co.in


http://www.bridgesecurities.in/





II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY

Sr. No. Name and Description of main

Products / Services

NIC Code of

the Product /

Service

% to total

turnover of

the Company

1. Other Financial Services 0808 100%

III. PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES

NIL



IV. SHARE HOLDING PATTERN

(Equity Share Capital Breakup as percentage of Total Equity)

A) Category-wise Share Holding

Category of

Shareholders

No. of Shares held [As on 01-March-

2016]

No. of Shares held [As on 31-March-2017] %

Change

during

the

year

Demat Physical Total % of

Total

Share

s

Demat Physica

l

Total % of

Total

Shares

A. Promoters

(1) Indian

a) Individual/

HUF

1425560

-

1425560

42.41

1425560

-

1425560

42.41

-

b) Central Govt

c) State Govt(s)

d) Bodies Corp. 1,54,600 - 1,54,600 4.60 1,54,600 - 1,54,600 4.60 -

e) Banks / FI

f) Any other

Total

shareholding

of Promoter

(A)

1580160

-

1580160

47.01

15,80,160

-

15,80,160

47.01

-

B. Public

Shareholding

1. Institutions - - - - - - - - -

a) Mutual Funds - - - - - - - - -

b) Banks / FI - - - - - - - - -

c) Central Govt - - - - - - - - -

d) State Govt(s) - - - - - - - - -

e) Venture

Capital Funds

- - - - - - -

f) Insurance

Companies

- - - - - - - -

g) FIIs - - - - - - - - -

h) Foreign

Venture Capital

Funds

- - - - - - - - -

i) Others

(specify)

- - - - - - - - -

Sub-total

(B)(1):-

-

-

-

-

-

-

-

-

-



2. Non-

Institutions

a) Bodies Corp.

414672

13,000

4,27,672

12.72

3,41,335

0

3,41,335

10.15

-2.57

b) Individuals

i) Individual

shareholders

holding nominal

share capital up

to Rs. 2

lakh/1Lakh

473959

6,21,800

10,95,759

32.60

4,81,170

6,32,400

11,13,570

33.13

+0.53

ii) Individual

shareholders

holding nominal

share capital in

excess of Rs 2

lakh/1 lakh

257657

0

257657

7.67

2,90,267

0

2,90,267

8.64

+0.97

c) Others

(specify)HUF

Non Resident

Indians/Foreign

Individuals

52

0

52

0.00

52

0

52

0.00

-

Overseas

Corporate Bodies

Clearing

Members

0

0

0

0

21,941

0

21,941

0.65

+0.65

Trusts

HUF

0

0

0

0

13,975

0

13,975

0.42

+0.42

Sub-total

(B)(2):-

1146340

6,34,800

1781140

52.99

11,48,740

6,32,400

17,81,140

52.99

-

Total Public

Shareholding

(B)=(B)(1)+

(B)(2)

1146340

6,34,800

1781140

52.99

11,48,740

6,32,400

17,81,140

52.99

-

C. Shares held

by Custodian

for GDRs &

ADRs

-

-

-

-

-

-

-

-

-

Grand Total

(A+B+C)

27,26,500

6,34,800

33,61,300

100

27,28,900

6,32,400

33,61,300

100

-



B. Shareholding of Promoters

C. Change in Promoters’ Shareholding

Sl. No.

Shareholder’s Name

Shareholding Date Increase/

Decrease in

Share

holding

Reason

Cumulative Shareholding

during the year (01.04.2016 to

31.03.2017)

No. of shares at the

beginning (01.04.2016)

/end of the year (31.

03.2017)

% of total

shares of the

company

No. of shares

% of total

shares of the

company

1 PRAGNESH RATILAL SHAH

946451 28.16 01.04.2016 ---- ----

946451 28.16 31.03.2017 ---- ---- 946451 28.16

2 VISHAL SHAH 443700 13.20 01.04.2016 ---- ----

443700 13.20 31.03.2017 ---- ---- 1390151 41.36

3 P.R. SHAH HUF

35409 1.05 01.04.2016 ---- ----

35409 1.05 31.03.2017 ---- ---- 1425560 42.41

4 HEMVIN INTIGRATED

FINANCE LIMITED

154600 4.60 01.04.2016 ---- ----

154600 4.60 31.03.2017 ---- ---- 1580160 47.01

Sl. No.


Shareholding at the beginning of the year (As on 01.04.2016)

Share holding at the end of the year (As on 31.03.2017)

% Change in share

holding during the

year

No. of

Shares

% of

total Shares of the

company

% of

Shares Pledged

/ encumb

ered to total

shares

No. of

Shares

% of

total Shares of the

company

% of

Shares Pledged / Encumbe

red to total shares

1 PRAGNESH RATILAL

SHAH

946451 28.16 --- 946451

28.16 --- ----

2 VISHAL SHAH 443700 13.20 --- 443700

13.20 --- ---

3 P.R. SHAH HUF

35409 1.05 --- 35409

1.05 --- ---

4 HEMVIN INTIGRATED FINANCE LIMITED

154600 4.60 --- 154600

4.60 --- ----

Total 15,80,160 47.01 ---- 15,80,160 47.01 ---- ----



D. Share holding pattern of top ten Shareholders

Sl No

Name Shareholding at the beginning of the

year

Increase/(decrease) in the shareholding

Cumulative Shareholding during

the year

No. of shares

% of total

shares of the

company

No. of shares

% of total shares of

the company

No. of shares

% of total

shares of the

company

1 HEM ARCADE LTD.

At the beginning of the year

165000 4.9088

At the end of the year

165000 4.9088

2 HEMVIN CONSTRUCTION LTD.


164500 4.8939


164500 4.8939

3 DINESH

GHEWAR CHAND

JAIN


0 0

Changes during the year

(Purchase)

+96692 2.8766 96692 2.8766

At the end of the

year

96692 2.8766

4 SHASHANK

GAUTAMBHAI THAKKER

At the beginning

of the year

38361 1.14

Changes during

the year (Purchase)

+12315 0.3676 50676 1.5076


50676 1.5076

5 SAURABH BHANDARI

At the beginning

of the year

0 0

Changes during

the year (Purchase)

+37473 1.1148 37473 1.1148


37473 1.1148

6 HITESH KARNAWAT


30050 0.894

At the end of the

year

30050 0.894



7

SUSHILA DEVI

LALIT KUMAR KARNAWAT


30000 0.8925


30000 0.8925

8

UMESHBHAI MAHASHANKER

PUROHIT


25000 0.7438


25000 0.7438

9

VINOD SHARES

LTD


72827 2.17


(Sale)

-51436 -1.6336 21391 0.6364


21391 0.6364

10

HETAL HARIDAS SHAH

At the beginning

of the year

2511

0.07


(Purchase)

+17865 +0.5362 20376 0.6062


20376 0.6062



E. Shareholding of Directors and Key Managerial Personnel

Sl.

No.


Shareholding Date Increase /

Decrease

in Share

holding

Reason Cumulative

Shareholding

during the year

(01.04.2016 to

31.03.2017)

No. of

shares

at the

beginning

(01.04.2016)

/ end of

the year

(31.03.2017)

% of total

shares

of the

company

No. of

shares

% of total

shares

of the

company

Directors:-

1 Pragnesh Ratilal Shah*

946451 28.16 01.04.2016 --- ---

946451 28.16 31.03.2017 --- --- 946451 28.16

2 Dashrathlal Prahladbhai Thakkar

0 0 01.04.2016 --- ---

0 0 31.03.2017 --- --- 0 0

3 Hemant Pravinchandra Shah

0 0 01.04.2016 --- ---

0 0 31.03.2017 --- --- 0 0

4 Jayshreeben H Shah 0 0 01.04.2016 --- ---

0 0 31.03.2017 --- --- 0 0

Key Managerial Personnel:-

1 Pragnesh Ratilal Shah*

946451 28.16 01.04.2016 --- ---

946451 28.16 31.03.2017 --- --- 946451 28.16

2 Rajan Bharatkumar Shah

0 0 01.04.2016 --- ---

0 0 31.03.2017 --- --- 0 0

* Mr. Pragnesh Ratilal Shah, Managing Director has also been included in the list of Director as well as KMP.



V. INDEBTEDNESS

Indebtedness of the Company including interest outstanding/accrued but not due for

payment

(Amount in Rs)

Secured Loans

excluding

deposits

Unsecured

Loans

Deposits Total

Indebtedness

Indebtedness at

the beginning of

the financial year

i) Principal

Amount

0 0 0 0

ii) Interest due

but not paid

0 0 0 0

iii) Interest

accrued but

not due

0 0 0 0

Total

(i+ii+iii)

0 0 0 0

Change in

Indebtedness

during the

financial year

i) Addition (Net) 0 0 0 0

ii) Reduction 0 0 0 0

Net Change 0 0 0 0

Indebtedness at

the end of the

financial year

i) Principal

Amount

0 0 0 0

ii) Interest due

but not paid

0 0 0 0

iii) Interest

accrued but

not due

0 0 0 0

Total

(i+ii+iii)

0 0 0 0



VI. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

A. Remuneration to Managing Director, Whole-time Directors and/or Manager

(Amount in Rs.)

Sl.

no.

Particulars of Remuneration Name of the

Managing

Director

Total

Pragnesh Shah

1 Gross salary (Excluding Committee) NIL NIL

(a) Salary as per provisions contained in

section 17(1) of the Income-tax Act, 1961

NIL NIL

(b) Value of perquisites u/s 17(2) Income-tax Act, 1961

NIL NIL

( c ) Profits in lieu of salary under section 17(3) Income- tax Act, 1961

NIL NIL

2 Stock Option NIL NIL

3 Sweat Equity NIL NIL

4 Commission as % of profit NIL NIL

5 Others, please specify NIL NIL

Total (A) NIL NIL

Ceiling as per the Act* ------

B. Remuneration to other directors:

1. Independent Directors (Amount in Rs.)

Name of Directors Fees for

attending Board/

Committee Meetings

Commission Others Total

------ NIL NIL NIL NIL

Total (1) NIL NIL NIL NIL

2. Non-Executive/Promoter Directors:-

Dashrathlal Thakkar NIL NIL NIL NIL

Hemant Shah NIL NIL NIL NIL

Jayshreeben Shah NIL NIL NIL NIL

Total (2) NIL NIL NIL NIL

Total (1+2) NIL NIL NIL NIL



C. Remuneration to Key Managerial Personnel other than MD/Manger/WTD:-

Sl.

no.

Particulars of Remuneration Name of the

CFO

RAJAN SHAH

1 Gross salary (Excluding Committee) NIL

(a) Salary as per provisions contained in section 17(1) of the Income-tax

Act, 1961

NIL

(b) Value of perquisites u/s 17(2) Income-tax Act, 1961 NIL

(c ) Profits in lieu of salary under section 17(3) Income- tax Act, 1961 NIL

2 Stock Option NIL

3 Sweat Equity NIL

4 Commission as % of profit NIL

5 Others, please specify NIL

Total (A) ( Rs) NIL

VII. PENALTIES / PUNISHMENT/ COMPOUNDING OF OFFENCES:

(Under the Companies Act, 2013)

No Penalties/Punishment/Compounding of offences was levied under the Companies Act, 2013.



CORPORATE GOVERNANCE REPORT

Corporate Governance is about running the company, in letter and spirits, according to

the legal framework provided by SEBI (Listing Obligations and Disclosures Requirement)

Regulations, 2015 and other guidelines as laid down by SEBI from time to time, which

aims at ethical and transparent business conduct, meeting stakeholders‟ aspirations and

societal expectations, strengthening internal control, building trust amongst shareholders

and diverse stakeholders on four key elements- transparency, fairness, disclosure and

accountability.

Your Company is in compliance with the requirements of the guidelines on Corporate

Governance stipulated under SEBI (Listing Obligations and Disclosures Requirement)

Regulations, 2015 as on 31.03.2017, in letter and spirits, and presents the following

Corporate Governance report based on the said disclosure requirements:

COMPANY’S PHILOSOPHY ON CODE OF GOVERNANCE

Company‟s Philosophy on Corporate Governance envisages the attainment of high level

of transparency and accountability in the functioning of the Company and the conduct of

its business internally and externally, including its interaction with shareholders,

creditors and places due emphasis on regulatory compliances. The Company believes

that its systems and actions must be dovetailed for maximizing shareholder value in the

long term.

BOARD OF DIRECTORS

Composition and Category

Your company has an optimum combination of executive and Non-Executive Directors

with 75% of the Board of Directors comprising of Non-Executive Directors.

The composition of the Board of Directors as on 31.03.2017 and also the number of other directorships and committee positions held by them are as under:-

Name of

Director

DIN No. Category No. of

other

Directorship

Committee

Chairmans

hip

Committee

Membersh

ip

Mr. Pragnesh Shah

00144888 Managing Director 0 0 0

Mr. Dashrathlal Thakkar

00195113 Independent Director (Non-Executive)

0 2 3

Mr. Hemant Shah


0 1 3

Mrs. Jayshreeben Shah


0 0 3



Attendance of each Director at the Board Meetings and the last Annual General

Meeting

During the financial year ended March 31 2017, Four Board Meetings were held on 28th

May, 2016, 01st July, 2016, 10th August 2016, 14th November 2016, and 14th February

2017. The maximum time gap between two meetings complies with the mandated

requirement of not more than 120 days. The attendance of each Director at Board

Meetings and the last Annual General Meeting (AGM) is as under:

Name of the Director

Number of Board Meeting

held during the

Year

Number of Board

Meetings attended

Attendance at last

AGM (Yes/No)

Mr. Pragnesh Shah 5 5 Yes

Mr. Dashrathlal

Thakkar

5 5 Yes

Mr. Hemant Shah 5 5 Yes

Mrs. Jayshreeben Shah

5 5 Yes

Mr. Bharatkumar Shah*

5 4 Yes

*Mr. Bharatkumar Ratilal Shah ceased from his Directorship due his death on 26th

December, 2016.

Further, the Board periodically reviews compliance reports of all laws applicable to the

Company and necessary steps are being taken to ensure compliance in law and spirit.

Independent Directors’ Meeting

In accordance with the provisions of Schedule IV (Code for Independent Directors) of the

Companies Act, 2013 and SEBI (Listing Obligations and Disclosures Requirements)

Regulations, a meeting of the Independent Directors of the Company was held on 28th

January, 2017, without the attendance of Non-Independent Directors and members of

the management. The meeting was attended by all Independent Director in which they

reviewed the Performance of Non-independent directors, Board as a whole and also

assessed the quality, quantity and timeliness of flow of information between Company

management and the Board.



COMMITTEES OF THE BOARD

A. Audit Committee

Composition

The Audit Committee of the Company comprises of three Independent, Non-Executive

Directors. All the members of the committee possess knowledge of Corporate Finance,

Accounts, Audit and Company Law. The Chairman of the Committee is an Independent,

Non Executive Director nominated by the Board. The Statutory Auditor and the Internal

Auditor of the Company are permanent invitees at the meetings of the Committee.

Brief description of the Terms of Reference

Audit Committee of the Company, inter-alia, provides guidance to the Board on the

adequacy of the internal control and financial disclosures. They also provide guidance to

liaise with the Internal Auditors as well as the Statutory Auditors of the Company. Terms

of reference of the Audit Committee include:

1. Oversight of the Company‟s financial reporting process and the disclosure of its

financial information to ensure that the financial statement is correct, sufficient and credible;

2. Recommending to the Board, the appointment, re-appointment and if required, the

replacement or removal of the Statutory Auditors and the fixation of audit fees;

3. Approval of payment of Statutory Auditors for any other services rendered by the

statutory auditors;

4. Reviewing with the management the quarterly, half-yearly, nine-month(s), and annual financial statements, standalone, before submission to the Board for approval;

5. Reviewing the Management Discussion and Analysis of the financial condition and

results of operations;

6. Reviewing, with the management, the annual financial statements and auditor‟s report thereon before submission to the board for approval, with particular reference to:

• Matters required being included in the Director‟s Responsibility Statement to be

included in the Board‟s report as per Section 134(3) (c) of the Companies Act, 2013.

• Changes, if any, in accounting policies and practices and reasons for the same

• Major accounting entries involving estimates based on the exercise of judgment by

management.

• Significant adjustments made in the financial statements arising out of audit findings.

• Compliance with listing and other legal requirements relating to financial statements.

• Disclosure of any related party transactions.

• Qualifications in the draft audit report

7. Discussion with statutory auditors before the audit commences, about the nature and scope of audit as well as post-audit discussion to ascertain any area of concern;



8. Reviewing and monitoring the auditor‟s independence and performance, and

effectiveness of audit process;

9. Approval or any subsequent modification of transactions of the company with related parties;

10. Reviewing and scrutinizing of inter-corporate loans and investments;

11. Evaluating the internal financial controls and risk management systems of the Company;

12. To Review, with the management, performance of statutory and internal auditors;

adequacy of the internal control systems;

13. To Review the findings of any internal investigations by the internal auditors into matters where there is suspected fraud or irregularity or a failure of internal control

systems of a material nature and reporting the matter to the board

14. Reviewing the findings of any internal investigations by the internal auditors into matters where there is suspected fraud or irregularity or a failure of internal control

systems of a material nature and reporting the matter to the board.

15. Discussion with internal auditors of any significant findings and follow up there on;

16. Review and approve policy on materiality of related party transactions and also

dealing with related party transactions:

17. Review of the Whistle Blower mechanism of the Company as per the Whistle Blower Policy. Overseeing the functioning of the same;

18. Approval of appointment of CFO (i.e., the whole-time Finance Director or any other

person heading the finance function or discharging that function) after assessing the qualifications, experience and background, etc. of the candidate;

19. Any other matter referred to by the Board of Directors.

Meetings & Attendance

During the financial year ended March 31, 2017, four Audit Committee Meetings were held on 28th May, 2016 10th August 2016, 14th November 2016, and 14th February 2017.

The attendance at the Committee Meetings is as under:

Name of the

member of

Audit Committee

Designation No. of meetings attended

Mr. Dashrathlal

Thakkar

Chairman, Non-Executive

Independent Director

04

Mr. Hemant Shah Member, Non-Executive


04

Mrs. Jayshreeben

Shah

Member, Non-Executive


04



B. Nomination and Remuneration Committee

Composition

The Nomination and Remuneration Committee of the Company comprises of three

Independent, Non-Executive Directors

Brief description of terms of reference

i) Formulation of the criteria for determining qualifications, positive attributes and

independence of a director and recommend to the Board a policy, relating to the remuneration of the directors, key managerial personnel and other employees;

ii) Formulation of criteria for evaluation of Independent Directors and the Board;

iii) Devising a policy on Board diversity;

iv) Identifying persons who are qualified to become directors and who may be appointed in senior management in accordance with the criteria laid down, and recommend to the

Board their appointment and removal.


During the year, the Committee met 1 (one) time on 07th May, 2016. The attendance at the Committee Meetings is as under:

Name of the member of

Audit Committee

Designation No. of meetings attended

Mr. Dashrathlal Thakkar Chairman, Non-Executive


01

Mr. Hemant Shah Member, Non-Executive


01

Mrs. Jayshreeben Shah Member, Non-Executive


01

Objective and Purpose:

a. To lay down criteria and terms and conditions with regard to identifying persons who are qualified to become Directors (Executive and Non-Executive) and persons who

may be appointed in Senior Management and Key Managerial positions and to determine their remuneration.

To carry out evaluation of the performance of Directors, as well as Key Managerial

and Senior Management Personnel.



Appointment Criteria and Qualification:

• The Committee shall identify and ascertain the integrity, qualification, expertise and experience of the person for appointment as Director, KMP or at Senior Management

level and recommend to the Board his / her appointment.

• A person should possess adequate qualification, expertise and experience for the position he/ she is considered for appointment. In evaluating the suitability of Directors

the Committee will take into account general understanding of the business dynamics, social perspective, educational, professional background and personal achievements and

other factors it may feel.

Details of Remuneration to the Directors

Executive Directors

Name Basic

Salary (Rs.)

Allowances &

Other Benefits

(Rs.)

Commission

Payable (Rs.)

Total (Rs.)

Mr. Pragnesh

Shah

NIL NIL NIL NIL

Non Executive Directors

Name Commission

Payable (Rs.)

Sitting Fee (Rs.) Total (Rs.)

Board Meeting Audit

Committee

Meeting

Mr. Dashrathlal

Thakkar

NIL NIL NIL NIL

Mr. Hemant Shah NIL NIL NIL NIL

Mrs. Jayshreeben

Shah

NIL NIL NIL NIL



C. Stakeholders’ Relationship Committee

Composition

Stakeholders‟ Relationship Committee comprises of three Non-Executives, Independent

Directors.

Brief Description of Terms of Reference

The Stakeholders‟ Relationship Committee, inter-alia, approves transfer/transmission of

shares, issues of duplicate share certificates, and reviews all matters connected with transfer of securities of the Company.


During the year, the Committee met 1 (one) time on 25th April, 2016. The attendance at

the Committee Meetings is as under:

Name of the member of

the

Committee

Designation No. of meetings

attended

Mr. Hemant Shah Chairman, Non-Executive


1

Mrs. Jayshreeben Shah Member, Non-Executive


1

Mr. Dashrathlal Thakkar Member, Non-Executive


1

Details of complaints received and resolved during the year ended on

31.03.2017:

A Number of complaints pending at the beginning of the year Nil

B Number of complaints received from shareholders Nil

C Number of complaints redressed Nil

D Number of complaints pending share transfers Nil



Details of Annual General Meetings

Location and time, where the last three Annual General Meetings were held:

Financial

Year

Date Location of the Meeting Time

2015-16 24/09/2016 RADHE UPVAN, NR. RUTURAJ FOUNDATION

CLUB, HATHIJAN, MEHMEDABAD ROAD;

AHMEDABAD

04:30 P.M.

2014-15 26/09/2015 04:30 P.M.

2013-14 26/09/2014 04:30 P.M.

Special Resolution passed in previous three AGMs.

Financial

Year

Special Resolution

passed

Details of Special Resolutions passed in the

AGM

2015-16 Yes 1. Change Of Place Of Keeping And Inspection

Of Register And Index Of Members, Returns,

Etc

2014-15 No -----

2013-14 Yes 1. To adopt new Articles of Association of the

Company containing regulations in

conformity with the Companies Act, 2013

Disclosures

The Company has followed the guidelines of Accounting Standards prescribed under the Companies (Accounting Standard) Rules, 2006 in preparation of its financial

statements.

Pursuant to Section 177(9) of the Companies Act, 2013, the company has

adopted Whistle Blower Policy to deal with any instance of fraud and mismanagement. The employees of the company are free to report violations of any laws, rules,

regulations and concerns about unethical conduct to the Audit Committee under this policy. The policy ensures that strict confidentiality is maintained whilst dealing with

concerns and also that no discrimination with any person for a genuinely raised concern.

CEO/CFO Certification

As required under Regulation 17(8) of SEBI (Listing Obligations and Disclosures

Requirements) Regulations, 2015 the CEO/CFO certificate for the financial year ended

31st March, 2017 is annexed and forms part of this report.



Means of Communication

The quarterly, half yearly and annual results of the Company are published in “WESTERN

TIMES” and are also displayed on the Company‟s website www.bridgesecurities.in. The

Company has designated the email-id [email protected] for redressal of the

investor grievances. Annual Report containing, inter alia, Audited Annual Accounts,

Consolidated Financial Statements, Directors‟ Report, Auditors Report and other

information is circulated to members and others entitled thereto and are also available

on the website of the Company in a user-friendly and downloadable form.

General Shareholder Information

Detailed information in this regard provided is provided below:

Annual General Meeting

Day & Date : Thursday, the 28th Day of September, 2017

Time : 04: 30 P.M

Venue : RADHE UPVAN, NR. RUTURAJ FOUNDATION

CLUB, HATHIJAN, MEHMEDABAD ROAD;

AHMEDABAD- 387130

Financial Calendar : 1st April – 31st March

Financial Year calendar for 2017–18 (Tentative)

Results for the quarter ending June, 2017 On or before 14th August, 2017

Results for the quarter ending September,

2017

On or before 14th November, 2017

Results for the quarter ending December,

2017

On or before 14th February, 2017

Results for the quarter ending March, 2017 Within 60 days from 31 March, 2018

Book Closure Date : 21st September, 2017 to 28th September 2017

(Both days inclusive)

http://www.bridgesecurities.in/




Listing on Stock :

Stock Exchange BSE Limited (BSE) Vadodara Stock

Exchange Ltd. (VSE)

Ahmedabad stock

exchange Ltd. (ASE)

Scrip Code 530249 403 09897

Listing Fees : Paid to the Ahmedabad, Bombay & Vadodara

Stock Exchange for the financial year 2016-17

Market Price Data : Monthly stock market data of High and Low prices of Equity shares of the Company during Financial

year 2016-17 and their performance in comparison with broad based index compared

Market Price Data (Monthly High and Low in 2016-17)

Month Share Price (Rs.) Number of Shares

Traded High Low

Apr-16 8.25 8.25 1

May-16 --- --- ---

June-16 8.00 7.85 2

July-16 8.00 8.00 5

Aug-16 ---- --- ---

Sep-16 7.70 6.99 9

Oct-16 6.70 6.45 9

Nov-16 6.40 6.00 10

Dec-16 6.00 4.99 9

Jan-17 4.77 4.55 4

Feb-17 6.86 5.00 14

Mar-17 7.98 7.20 13



Registrar & Share Transfer Agent : Link Intime India Pvt Limited

506-508, Amarnath Business Centre-1 (ABC-1), Besides Gala Business Centre

Near XT Xavier’s College Corner Off C G Road, Ellisbridge

Ahmedabad 380006

Tel No : +91 79 26465179 /86 / 87

E-mail id : [email protected] Website : www.linkintime.co.in

Share Transfer System : Share transfer in physical and demat form are registered by Registrar & Share Transfer Agent

and are returned to the respective transferees within a period ranging from fifteen days to one

month provided the documents lodged with the

Registrar/Company is clear in all respect.

(Distribution of Shareholding as on 31.03.2017)

SR.NO. SHARES RANGE NUMBER OF

SHAREHOLDER

S

% OF TOTAL

SHAREHOLDERS

TOTAL SHARES

FOR THE RANGE

% OF ISSUED

CAPITAL

1 1 to 500 3957 92.9746 595718 17.7228

2 501 to 1000 151 3.5479 125579 3.7360

3 1001 to 2000 73 1.7152 111151 3.3068

4 2001 to 3000 25 0.5874 63550 1.8906

5 3001 to 4000 13 0.3055 43491 1.2939

6 4001 to 5000 5 0.1175 22597 0.6723

7 5001 to 10000 11 0.2585 76780 2.2842

8 1000

1

to Above 21 0.4934 2322434 69.0933

Total 4256 100.0000 3361300 100.0000





Shareholding Pattern as on 31.03.2017

Category

Demat

Securities

Demat

Holders

Physical

Securities

Physical

Holders

Total

Securities

Total

Holders

%-Issued

Capital

Clearing Members 21941 5 0 0 21941 5 0.6528

Other Bodies

Corporate 341335 13 0 0 341335 13 10.1549

Hindu Undivided Family 13975 17 0 0 13975 17 0.4158

Non Resident

Indians 52 2 0 0 52 2 0.0015

Public 771437 923 632400 3292 1403837 4215 41.7647

Promoters 1580160 4 0 0 1580160 4 47.0104

TOTAL : 2728900 964 632400 3292 3361300 4256 100

Dematerialization of Shares:

(ISIN- INE958C01017)

Number of Shareholders : 4256

Outstanding GDR/ADRs/Warrants: The Company doesn‟t have any plan and has not Issued any GDRs /ADRs /Warrants or any other

Convertible instruments

Shareholding Pattern (as on 31.03.2017)

Promoter Group : 47.01%

Public : 52.99%

Electronic/Physical Mode of Holding %

NSDL 25.77

CDSL 55.41

Physical 18.82

TOTAL 100.00



Address for Correspondence : BRIDGE SECURITIES LIMITED 17, SUHAS NAGAR SOCIETY, NR DINESH HALL,

ASHRAM ROAD, AHMEDABAD-380009

Ph No: 079-26578808 Email: [email protected]

REGISTERED OFFICE:-




Tel No: (079) 26578808



CIN: L67120GJ1994PLC023772


PRAGNESH SHAH

Place: AHMEDABAD

Date: 25/05/2017


DIN:-00144888

-----------------------------------------------------------------------------------------------------------

Declaration by the Managing Director on the Code of Conduct In accordance with Regulation 17(5) (a) of the SEBI (Listing Obligations and Disclosures

Requirements) Regulations, 2015 I, Pragnesh Shah, Managing Director of Bridge Securities Limited, declare that all the Board Members of the Company have affirmed their

compliance with the Code of Conduct during the year ended 31st March, 2017.

Place: Ahmedabad Pragnesh Shah Date: 25th May, 2017 Managing Director




AUDITORS’ CERTIFICATE ON CORPORATE GOVERNANCE

To, The Members,

BRIDGE SECURITIES LIMITED

We have examined the compliance of conditions of corporate Governance by BRIDGE

SECURITIES LIMITED for the year ended on 31st March, 2017, as stipulated in

Regulations 17 to 27 and clauses (b) to (i) of sub regulation (2) of regulation 46 and

para C, D and E of Schedule V of the Securities and Exchange Board of India (Listing

Obligations and Disclosures Requirement) Regulations, 2015 (collectively referred to as

“SEBI Listing Regulations, 2015)

The compliance of conditions of corporate governance is the responsibility of the

Management, Our examination was carried out in accordance with the Guidance Note on

Certification of Corporate Governance issued by the Institute of Chartered Accountants

of India and was limited to procedures and implementation thereof, adopted by the

Company for ensuring the compliance of the conditions of Corporate Governance. It is

neither an audit nor an expression of opinion on the financial statements of the

Company.

In our opinion and to the best of our information and according to the explanations give

to us, we certify that the Company has complied with the conditions of the corporate

Governance as stipulated in the SEBI Listing Regulations, 2015.

As required by the Guidance Note issued by the Institute of Chartered Accountants of

India we have to state that no investor grievances were pending for a period of One

month against the Company as per reports maintained by the Shareholders/ Investor‟s

Grievance committee.

We further state that such compliance is neither and assurance as to the future viability

of the Company nor the efficiency or effectiveness with which the management has

conducted the affairs of the Company.

For Ashvin K Yagnik & Co

Chartered Accountants

(FRN - 100710W)

Place : Ahmedabad

Date : 25/05/2017

Bhavan M. Trivedi

Partner (M.No. – 043482)



Certificate by CEO/CFO

To,

The Board of Directors,


We hereby certify that on the basis of the review of financial statements and the cash

flow statement of the Company for the year ended 31st March, 2017 and to the best of

our knowledge and belief hereby certify that:-

1. These statements do not contain any materially untrue statements or omit any

material fact or contain statements that might be misleading.

2. These statements together present a true and fair view of the Company‟s affair and

are in compliance with existing accounting standards, applicable laws and regulations.

3. There are, to the best of our knowledge and belief, no transaction entered into by the

company during the year ended 31st March, 2017 which is fraudulent, illegal or violative

of the Company‟s Code of Conduct.

4. We accept responsibility for establishing and maintaining internal control for financial

reporting.

5. We further state that:

a. There have been no significant changes in internal control over financial reporting

during the year.

b. There have been no significant changes in the accounting policies during the year.

Place: AHMEDABAD Pragnesh Shah Rajan Shah Date: 25/05/2017 Managing Director Chief Financial Officer



MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Industry Trends & Development

Your company is primarily engaged in distribution of financial products and broking services. Both are facing competitive, taxation, regulatory headwinds and game changing

structural changes. Your company is gearing up to face such developments and re-

engineer business strategy as required, including rendering Corporate Advisory Services. Much awaited revival of economic growth and its resultant benefits, early signs of which

are being felt, are likely to provide favourable business conditions for the Company.

Management of Risks

Efforts are being continuously made to make the company withstand and grow within the

highly competitive environment. Superior risk management measures have been put in

place to reduce risk in broking business.

Internal Control Systems and their adequacy

The scope of work for internal auditors, which is reviewed and expanded as required,

addresses issues related to internal control systems particularly those related to regulatory compliance. Audit Committee of the Board of Directors reviews the Internal

Audit Reports and adequacy of internal controls.

Prevention of Sexual Harassment

As a good corporate citizen, Bridge Securities Limited is committed to a gender friendly

workplace. It seeks to enhance equal opportunities for men and women, prevent/stop/redress sexual harassment at the workplace and institute good employment

practices.



INDEPENDENT AUDITOR’S REPORT

To

The Members,


Report on the STANDALONE FINANCIAL STATEMENTS

We have audited the accompanying standalone financial statements of BRIDGE

SECURITIES LIMITED (“the Company”), which comprise the Balance Sheet as at

March 31, 2017, the Statement of Profit and Loss, the Cash Flow Statement for the year

then ended, and a summary of significant accounting policies and other explanatory

information.

Management’s Responsibility for the Standalone Financial Statements

The Company’s Board of Directors is responsible for the matters stated in Section

134(5) of the Companies Act, 2013 (“the Act”) with respect to the preparation of these

financial statements to give a true and fair view of the financial position, financial

performance and cash flows of the Company in accordance with the accounting

principles generally accepted in India, including the Accounting Standards specified

under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules,

2014. This responsibility also includes maintenance of adequate accounting records in

accordance with the provisions of the Act for safeguarding the assets of the Company

and for preventing and detecting frauds and other irregularities; selection and

application of appropriate accounting policies; making judgments and estimates that

are reasonable and prudent; and design, implementation and maintenance of adequate

internal financial controls, that were operating effectively for the ensuring the accuracy

and completeness of the accounting records, relevant to the preparation and

presentation of the financial statements that give a true and fair view and are free from

material misstatement, whether due to fraud or error.

Auditor’s Responsibility

Our responsibility is to express an opinion on these financial statements based on our

audit. We have taken into account the provisions of the Act and the Rules made there

under including the accounting and auditing standards and matters which are required to

be included in the audit report.

We conducted our audit in accordance with the Standards on Auditing specified under

Section 143(10) the Act and other applicable authoritative pronouncement issued by

the Institute of Chartered Accountants of India. Those Standards and pronouncement

require that we comply with ethical requirements and plan and perform the audit to

obtain reasonable assurance about whether the financial statements are free from

material misstatement.



An audit involves performing procedures to obtain audit evidence about the amounts

and disclosures in the financial statements. The procedures selected depend on the

auditor’s judgment, including the assessment of the risks of material misstatement of

the financial statements, whether due to fraud or error. In making those risk

assessments, the auditor considers internal financial controls relevant to the Company’s

preparation of the financial statements that give a true and fair view in order to design

audit procedures that are appropriate in the circumstances, but not for the purpose of

expressing an opinion on whether the Company has in place an accurate internal

financial controls system over financial reporting and the operating effectiveness of

such controls. An audit also includes evaluating the appropriateness of accounting

policies used and the reasonableness of the accounting estimates made by the

Company’s Directors, as well as evaluating the overall presentation of the financial

statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to

provide a basis for our audit opinion on the standalone financial statements.

Opinion

In our opinion and to the best of our information and according to the explanations

given to us, the aforesaid standalone financial statements give the information required

by the Act in the manner so required and give a true and fair view in conformity with

the accounting principles generally accepted in India:

a) In the case of the Balance Sheet, of the state of affairs of the Company as at 31st

March, 2017

b) In the case of Statement of Profit and Loss, of the loss for the year ended on that date; and

c) In the case of the Cash Flow Statement, of the cash flows for the year ended on that date.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor’s Report) Order, 2017 issued by the Central

Government of India in terms of sub-section (11) of section 143 of the Act

(hereinafter referred to the “Order”), and on the basis of such checks of the books

and records of the Company as we considered appropriate and according to the

information and explanations given to us, we give in the Annexure B a statement on

the matters specified in paragraphs 3 and 4 of the Order.

2. As required by section 143(3) of the Act, we report that:

a. We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purpose of our audit.

b. In our opinion proper books of account as required by law have been kept by the Company so far as it appears from our examination of those books.

c. The Balance Sheet, Statement of Profit and Loss and the Cash Flow Statement

dealt with by this Report are in agreement with the books of account.

d. In our opinion, the aforesaid standalone financial statements comply with the

Accounting Standards specified under Section 133 of the Act, read with Rule 7 of

the Companies (Accounts) Rules, 2014.



e. On the basis of written representations received from the Directors as on March

31, 2017, and taken on record by the Board of Directors, none of the directors is

disqualified as on March 31, 2017, from being appointed as a director in terms of

Section 164(2) of the Act.

f. With respect to the adequacy of the internal financial controls over financial

reporting of the Company and the operating effectiveness of such controls, refer

to our separate report in Annexure – A.

g. with respect to the other matters to be included in the Auditor’s Report in accordance with Rule 11 of the Companies (Audit and Auditors), 2014, in our opinion and to the best of our knowledge and belief and according to the information and explanations given to us;

i. The Company does not have any pending litigations which would impact its

financial position.

ii. In our opinion and as per the information and explanations provides to us, the

Company has not entered into any long-term contracts including derivative

contracts, requiring provision under applicable laws or accounting standards,

for material foreseeable losses, and

iii. There were no amounts which were required to be transferred to the Investor Education and Protection Fund by the Company.

iv. The Company has provided requisite disclosures in the financial statements as to holdings as well as dealings in Specified Bank Notes during the period from 8th November, 2016 to 30th December, 2016. Based on audit procedures, and relying on the Management representation, we report that, the disclosures are in accordance with books of account maintained by the Company and as produced to us by the Management – Refer Note 15 – Point 6 to the Financial Statements

For Ashvin K Yagnik & Co


(FRN - 100710W)

Place : Ahmedabad

Bhavan M. Trivedi

Partner (M.No. – 043482)

Date : 25/05/2017



ANNEXURE B TO THE INDEPENDENT AUDITORS’REPORT:

(Referred to in Paragraph 1 under section Report on Other Legal and Regulatory

Requirements, of our report of even date)

1.1. The company is maintaining proper records showing full particulars including

quantitative details and situation of fixed assets.

1.2. All the fixed assets have been physically verified by the management at reasonable

intervals and no material discrepancies were noticed on such verification.

1.3. There is no immovable properties in the name of the Company, accordingly the

provisions of Clause (i)(c) of the Order are not applicable to the Company.

2. The inventories have been physically verified at reasonable intervals by the

management. The discrepancies if any, noticed on physical verification of inventory as compared to book records have been appropriately dealt with in the books of

accounts.

3. As informed to us, the company has not granted any loans, secured or unsecured,

to companies, firms or other parties covered in the register maintained under

section 189 of the Companies Act. Accordingly, the sub-clauses (a), (b) and (c) are

not applicable to the company.

4. In our opinion and according to the information and explanations given to us, the

Company has complied with the provisions of Section 185 and 186 of the

Companies Act, 2013 in respect of the loans and investments made and

guarantees and security provided by it.

5. According to the information and explanations given to us, the Company has not

accepted any deposits in terms of directives issued by Reserve Bank of India and

the provisions of Sections 73 to 76 or any other relevant provisions of the

Companies Act and the rules framed there under.

6. We have broadly reviewed the books of account maintained by the Company

pursuant sub-section (1) of Section 148 of the Companies Act, and are of the

opinion that prima facie, the prescribed accounts and records have been made and

maintained.

7. The company is generally regular in depositing undisputed statutory dues including

provident fund, employees state insurance, income tax, sales tax, wealth tax,

service tax, duty of customs, duty of excise, value added tax, cess and any other

statutory dues with the appropriate authorities and we have been informed that

there are no arrears of outstanding statutory dues as at the last day of the

financial year under audit for a period of more than six months from the date they

became payable.

7.1 According to the information and explanations given to us, no undisputed amount

is payable in respect of income tax or sales tax or wealth tax or service tax or duty

of customs or duty of excise or value added tax or cess as at March 31, 2017, .



8. According to the information and explanations given to us, the Company has not

defaulted in repayment of dues to a financial institution or bank.

9. According to the information and explanations given to us, no term loans were

obtained during the year under audit.

10. Based upon the audit procedures performed and according to the information and

explanations given to us, no fraud on or by the company has been noticed or

reported during the year of our audit.

11. The Company has paid/provided for managerial remuneration in accordance with

the requisite approvals mandated by the provisions of Section 197 read with

Schedule V to the Act.

12. As the Company is not a Nidhi Company and the Nidhi Rules, 2014 are not

applicable to it, the provisions of Clause 3(xii) of the Order are not applicable to

the Company.

13. The Company has entered into transactions with related parties in compliance with

the provisions of Section 177 and 188 of the Act. The details of such related party

transactions have been disclosed in the financial statements as required under

Accounting Standard (AS) 18, Related Party Disclosures specified under Section

133 of the Act, read with Rule 7 of the Companies (Account) Rules, 2014.

14. The Company has not made any preferential allotment or private placement of

shares or fully or partly convertible debentures during the year under review.

Accordingly, the provisions of Clause 3(xiv) of the Order are not applicable to the

company.

15. The Company has not entered into any non cash transactions with its directors or

persons connected with him. Accordingly, the provisions of Clause 3(xv) of the

Order are not applicable to the Company.

16. The Company is not required to be registered under Section 45-IA of the Reserve

Bank of India Act, 1934. Accordingly, the provisions of Clause 3(xvi) of the Order

are not applicable to the Company.

For Ashvin K Yagnik & Co.


(FRN - 100710W)

Bhavan M. Trivedi

Place : Ahmedabad Partner(M.No.- 043482)

Date : 25/05/2017



ANNEXURE A TO THE INDEPENDENT AUDITORS’ REPORT

(Referred to in Paragraph 2(f) of the Independent Auditor’s Report of even date to the

members of Bridge Securities Limited on the standalone financial statements for the

year ended March 31, 2017)

Report on the Internal Financial Controls under Clause (1) of Sub section 3 of Section

143 of the Act.

1. We have audited the internal financial controls over financial reporting of Bridge

Securities Limited (“the Company”) as at March 31, 2017 in conjunction with our

audit of the standalone financial statements of the Company for the year ended on

that date.

Management’s Responsibility for Internal Financial Controls

2. The Company’s management is responsible for establishing and maintaining internal

financial controls based on the internal control over financial reporting criteria established by the Company considering the essential components of internal

control stated in the Guidance Note on Audit of Internal Financial Controls over financial reporting issued by The Institute Of Chartered Accountants of India (ICAI).

These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the

orderly and efficient conduct of its business, including adherence to company’s policies, the safeguarding of its assets, the prevention and detection of frauds

and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information as required under the Act.

Auditors’ Responsibility

3. Our responsibility is to express an opinion on the Company’s internal financial

controls over financial reporting based on our audit. We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls over

Financial Reporting (the “Guidance Note”) and the Standards on Auditing deemed to be prescribed under section 143(10) of the Act to the extent applicable to an audit

of internal financial controls, both applicable to an audit of internal financial controls and both issued by the ICAI. Those standards and the Guidance Note require that

we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls over

financial reporting was established and maintained and if such controls operated

effectively in all material respects.



4. Our audit involves performing procedures to obtain audit evidence about the

adequacy of the internal financial controls system over financial reporting and their operating effectiveness. Our audit of internal financial controls over financial

reporting included obtaining an understanding of internal financial controls over financial reporting, assessing the risk that a material weakness exists, and testing

and evaluating the design and operating effectiveness of internal control based on the assessed risk.

The procedures selected depend on the auditor’s judgement, including the

assessment of the risks of material misstatement of the financial statements,

whether due to fraud or error.

5. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the Company’s internal financial controls

system over financial reporting.

Meaning of Internal Financial Controls Over Financial Reporting

6. A company’s internal financial control over financial reporting is a process designed

to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with

generally accepted accounting principles. A company’s internal financial control over financial reporting includes those policies and procedures that

i) pertain to the maintenance of records that, in reasonable detail, accurately and

fairly reflect the transactions and dispositions of the assets of the company.

ii) provide reasonable assurance that transactions are recorded as necessary to

permit preparation of financial statements in accordance with generally accepted

accounting principles, and that receipts and expenditures of the company are

being made only in accordance with authorization of management and directors

of the company, and

iii) Provide reasonable assurance regarding prevention or timely detection of

unauthorized acquisition, use, or disposition of the company’s assets that could

have a material effect on the financial statements.

Inherent Limitations of Internal Financial Controls over Financial Reporting

7. Because of the inherent limitations of internal financial controls over financial

Reporting, including the possibility of collusion or improper management override of

controls, material misstatements due to error or fraud may occur and not be

detected. Also, projections of any evaluation of the internal financial controls over

financial reporting to future periods are subject to the risk that the internal financial

controls over financial reporting may become inadequate because of changes in

conditions, or that the degree of compliance with the policies or procedures may

deteriorate.



Opinion

8. In our opinion, the Company has, in all material respects, an adequate internal financial controls system over financial reporting and such internal financial controls

over financial reporting were operating effectively as at March 31, 2017 based on the internal control over financial reporting criteria established by the Company

considering the essential components of internal control stated in the Guidance Note

on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants Of India.

For Ashvin K Yagnik & Co.


(FRN - 100710W)

Bhavan M. Trivedi

Place : Ahmedabad Partner(M.No.- 043482)

Date : 25/05/2017



Balance Sheet as at 31 March, 2017

Particulars Note No.

As at 31 March, 2017 As at 31 March, 2016

Rs. Rs.

A EQUITY AND LIABILITIES

1 Shareholders’ funds (a) Share capital 1 33,613,000.00 33,613,000.00 (b) Reserves and surplus 2 (23,244,551.00) (26,951,750.00) (c) Money received against share warrants 2 Share application money pending allotment 3 Non-current liabilities (a) Long-term borrowings (b) Deferred tax liabilities (net) 3 119,939.00 118,540.00 (c) Other long-term liabilities (d) Long-term provisions 4 Current liabilities (a) Short-term borrowings (b) Trade payables (c) Other current liabilities 4 9,25,000.00 - (d) Short-term provisions

TOTAL 1,14,13,388.00 67,79,790.00

B ASSETS

1 Non-current assets (a) Fixed assets (i) Tangible assets 5 25,907.00 25,907.00 (ii) Intangible assets (iii) Capital work-in-progress (iv) Intangible assets (Under Develop.) (v) Fixed assets held for sale

(b) Non-current investments (c) Deferred tax assets (net) (d) Long-term loans and advances 6 17,95,400.00 19,45,400.00 (e) Other non-current assets

2 Current assets (a) Current investments (b) Inventories 7 95,33,403.00 46,21,075.00 (c) Trade receivables (d) Cash and cash equivalents 8 58,678.00 1,87,408.00 (e) Short-term loans and advances (f) Other current assets

95,92,081.00 48,08,483.00

TOTAL 1,14,13,388.00 6,779,790.00

See accompanying notes forming part of the financial statements

14

In terms of our report attached - For,ASHVIN K YAGNIK & CO. For & on behalf of the Board of Directors CHARTERED ACCOUNTANTS 1. Mr. P. R. Shah (Chairman & Mg. Director) FRN-100710W

2. Mr. Rajan Shah (CFO)

3. Mr. H. P. Shah (Director)

Date : 25/05/2017 Place : Ahmedabad

Date : 25/05/2017 Place : Ahmedabad



Statement of Profit and Loss for the year ended 31 March, 2017 Particulars Note

No. For the year ended

31 March, 2017 For the year ended

31 March, 2016 Rs. Rs.

A CONTINUING OPERATIONS

1 Revenue from operations (gross) 9 42,37,261.00 69,72,747.00

Less: Excise duty - -

Revenue from operations (net) 42,37,261.00 69,72,747.00

2 Other income 10 8,86,275.00 1,34,713.00

3 Total revenue (1+2) 51,23,536.00 71,07,460.00

4 Expenses

(a) Cost of materials consumed

(b) Purchases of stock-in-trade 58,01,996.00 48,56,415.00

(c) Changes in inventories of finished goods, work-in-progress and stock-in-trade 11 -49,12,328.00 34,34,475.00 (d) Employee benefits expense

(e) Finance costs 12 - -

(f) Depreciation and amortization expense (g) Other expenses 13 5,25,270.00 4,96,059.00

Total expenses 14,14,938.00 87,86,949.00

5 Profit / (Loss) before exceptional and extraordinary items and tax (3 - 4) 37,08,598.00 -16,79,489.00

6 Exceptional items

7 Profit / (Loss) before extraordinary items and tax (5 + 6) 37,08,598.00 -16,79,489.00

8 Extraordinary items

9 Profit / (Loss) before tax (7 + 8) 37,08,598.00 -16,79,489.00

10 Tax expense:

(a) Current tax expense for current year

(b) (Less): MAT credit (where applicable)

(c) Current tax expense relating to prior years

(d) Net current tax expense (e) Deferred tax -1,399.00 -1,560.00

11 Profit / (Loss) from continuing operations (9 +10) 37,07,199.00 -16,81,049.00

12 Profit / (Loss) for the year (11 + 13) 37,07,199.00 -16,81,049.00

13.i Earnings per share (of ` 10/- each):

(a) Basic (i) Continuing operations 1.10 -0.50

(ii) Total operations 1.10 -0.50

(b) Diluted (i) Continuing operations 1.10 -0.50

(ii) Total operations 1.10 -0.50 13.ii Earnings per share (excluding extraordinary items) (of ` 10/- each):

(a) Basic

(i) Continuing operations 1.10 -0.50 (ii) Total operations 1.10 -0.50

(b) Diluted (i) Continuing operations 1.10 -0.50 (ii) Total operations 1.10 -0.50 See accompanying notes forming part of the financial statements

In terms of our report attached -

For, ASHVIN K YAGNIK & CO.

For & on behalf of the Board of Directors

CHARTERED ACCOUNTANTS

1. Mr. P. R. Shah (Chairman & Mg. Director)

FRN-100710W

2. Mr. Rajan Shah (CFO)

(BHAVAN M. TRIVEDI) PARTNER (M. No. – 043482) Date : 25/05/2017 Place : Ahmedabad

3. Mr. H. P. Shah (Director) Date : 25/05/2017 Place : Ahmedabad



Notes forming part of the financial statements

NOTE 1 SHARE CAPITAL

Particulars As at 31 March, 2017 As at 31 March, 2016

Number of shares

Rs. Number of

shares Rs.

(a) Authorised 11,000,000.00 110,000,000.00 11,000,000.00 110,000,000.00

Equity shares of ` 10/- each with voting rights

(b) Issued 3,361,300.00 336,130,000.00 3,361,300.00 336,130,000.00


(c) Subscribed and fully paid up 3,361,300.00 33,613,000.00 3,361,300.00 33,613,000.00


Total 3,361,300.00 33,613,000.00 3,361,300.00 33,613,000.00

Notes:

(i) Reconciliation of the number of shares and amount outstanding at the beginning and at the end of the reporting period:

Particulars Opening Balance

Fresh issue

Bonus ESOP Conversion Buy back

Other changes

Closing Balance

Equity shares with voting rights

Year ended 31 March, 2017

- Number of shares 3361300 - - - - - - 3361300

- Amount (Rs.) 33613000 - - - - - - 33613000

Year ended 31 March, 2016

- Number of shares 3361300 - - - - - - 3361300

- Amount (Rs.) 33613000 - - - - - - 33613000

(iv) Details of shares held by each shareholder holding more than 5% shares:

Class of shares / Name of shareholder As at 31 March, 2017 As at 31 March, 2016

Number of shares held

% holding in that class of shares

Number of shares held

% holding in that class of shares

Equity shares with voting rights

Shareholder 1(Pragnesh Shah) 946451 28.16 946451 28.16

Shareholder 2 (Vishal Shah) 443700 13.20 443700 13.20



NOTE 2 RESERVES & SURPLUS

Particulars As at 31 March, 2017 As at 31 March, 2016

Rs. Rs.

(a) Capital reserve

(b) Capital redemption reserve

(c) Securities premium account

(d) Debenture redemption reserve

(e) Revaluation reserve

(f) Share options outstanding account

(g) General reserve 12,95,950.00 12,95,950.00

Opening balance

Add: Transferred from surplus in Statement of Profit and Loss

Less: Utilized / transferred during the year for:

Issuing bonus shares

Others (give details)

Closing balance 12,95,950.00 12,95,950.00

(h) Foreign currency translation reserve

(i) Hedging reserve

(j) Other reserves (specify the nature and purpose of each reserve)

(k) Surplus / (Deficit) in Statement of Profit and Loss Opening balance (2,82,47,700.00) (2,65,66,651.00)

Add: Depreciation W/o (Schedule-II, Companies Act, 2013 -

Add: Profit / (Loss) for the year 37,07,199.00 (16,81,049.00)

Closing balance (2,45,40,501.00) (2,82,47,700.00)

-

Total (2,32,44,551.00)

(2,69,51,750.00)

INTENTIONALLY LEFT BLANK



NOTE 3 DEFERRED TAX LIABILITY

Particulars As at 31 March,

2017

As at 31 March,

2016

Rs. Rs.

Deferred tax (liability) / asset 1,18,540.00

116,980.00

Tax effect of items constituting deferred tax liability

On difference between book balance and tax balance of fixed assets 1,399.00 1,560.00 On expenditure deferred in the books but allowable for tax purposes

On items included in Reserves and surplus pending amortization into the Statement of Profit and Loss

Others

Tax effect of items constituting deferred tax liability

Tax effect of items constituting deferred tax assets

Provision for compensated absences, gratuity and other employee benefits

Provision for doubtful debts / advances

Disallowances under Section 40(a)(i), 43B of the Income Tax Act, 1961

On difference between book balance and tax balance of fixed assets

Unabsorbed depreciation carried forward

Brought forward business losses

On items included in Reserves and surplus pending amortization into the Statement of Profit and Loss

Others(Schedule-II to the Companies Act, 2013 - -

Tax effect of items constituting deferred tax assets

Net deferred tax (liability) / asset 1,19,939.00

1,18,540.00

The Company has recognised deferred tax asset on unabsorbed depreciation to the extent of the corresponding deferred tax liability on the difference between the book balance and the written down value of fixed assets under Income Tax (or) The Company has recognised deferred tax asset on unabsorbed depreciation and brought forward business losses based on the Management's estimates of future profits considering the non-cancellable customer orders received by the Company.

INTENTIONALLY LEFT BLANK



NOTE 5 FIXED ASSETS - TANGIBLE ASSETS

GROSS BLOCK DEPRECIATION NET BLOCK

Particulars As on Addition Del As on As on Addition As on As on As on

01.04.2016 31.03.2017 01.04.2016 31.03.2017 31.03.2016 31.03.2017

Office Equipments 353631.00 0 0 353631.00 335949.00 0.00 335949.00 17682.00 17682.00

Office Furniture 336156.00 0 0 336156.00 336155.00 0.00 336155.00 1.00 1.00

Computers 164480.00 0 0 164480.00 156256.00 0.00 156256.00 8224.00 8224.00

Total 854267.00 0 854267.00 828360.00 0.00 828360.00 25907.00 25907.00

NOTE 4 OTHER CURRENT LIABILITIES

Particulars As at 31 March, 2017

As at 31 March, 2016

Rs. Rs.

(a) Current maturities of long-term debt (Refer Note (i) below)

(b) Current maturities of finance lease obligations (Refer Note 30.8.c) (c) Interest accrued but not due on borrowings

(d) Interest accrued and due on borrowings

(e) Income received in advance (Unearned revenue)

(f) Unpaid dividends

(g) Application money received for allotment of securities and due for refund and interest accrued thereon

(h) Unpaid matured deposits and interest accrued thereon

(i) Unpaid matured debentures and interest accrued thereon

(j) Other payables

(i) Statutory remittances (Contributions to PF and ESIC, Withholding Taxes, Excise Duty, VAT, Service Tax, etc.)

(ii) Payables on purchase of fixed assets

(iii) Contractually reimbursable expenses

(iv) Interest accrued on trade payables

(v) Interest accrued on others

(vi) Trade / security deposits received

(vii) Advances from customers - (viii) Others – Vishal Shah 9,25,000.00 -

Total 9,25,000.00 -



NOTE 6 LONG TERM LOANS & ADVANCES

Particulars As at 31 March, 2017

As at 31 March, 2016

Rs. Rs.

(a) Capital advances

Secured, considered good

Unsecured, considered good

Doubtful

Less: Provision for doubtful advances

(b) Security deposits



Doubtful

Less: Provision for doubtful deposits

(c) Loans and advances to related parties (give details @) (Refer Note 30.7)



Doubtful

Less: Provision for doubtful loans and advances

(d) Loans and advances to employees



Doubtful

Less: Provision for doubtful loans and advances

(e) Prepaid expenses - Unsecured, considered good (For e.g. Insurance premium, Annual maintenance contracts, etc.)

(f) Advance income tax net of provisions (As at 31 March, 2016) - Unsecured, considered good

95,400.00

95,400.00

(g) MAT credit entitlement - Unsecured, considered good

(h) Balances with government authorities


(i) CENVAT credit receivable

(ii) VAT credit receivable

(iii) Service Tax credit receivable

(i) Other loans and advances (specify nature)

Secured, considered good 0.00 0.00


Doubtful 17,00,000.00 18,50,000.00

Less: Provision for other doubtful loans and advances

Total 17,95,400.00 19,45,400.00



NOTE 7 INVENTORIES (AT LOWER OF COST AND NET REALISABLE VALUE) Particulars As at 31 March, 2017 As at 31 March, 2016

Rs. Rs.

(a) Raw materials

Goods-in-transit

(b) Work-in-progress

Goods-in-transit

(c) Finished goods (other than those acquired for trading)

Goods-in-transit

(d) Stock-in-trade (acquired for trading) 95,33,403.00 46,21,075.00

Goods-in-transit

(e) Stores and spares

Goods-in-transit

(f) Loose tools

Goods-in-transit

(g) Others (Specify nature)

Goods-in-transit

Total 95,33,403.00 46,21,075.00

NOTE 8 CASH & CASH EQUIVALENTS

Particulars As at 31 March,2017 As at 31 March,2016

Rs. Rs.

(a) Cash on hand 23,164.00 1,23,164.00

(b) Cheques, drafts on hand

(c) Balances with banks

(i) In current accounts 35,514.00 64,244.00 (ii) In EEFC accounts

(iii) In deposit accounts

(iv) In earmarked accounts

- Unpaid dividend accounts

- Unpaid matured deposits

- Unpaid matured debentures

- Share application money received for allotment of securities and due for refund

- Balances held as margin money or security against borrowings, guarantees and other commitments

- Other earmarked accounts (specify)

(d) Others (specify nature)

Total 58,678.00 1,87,408.00

Of the above, the balances that meet the definition of Cash and cash equivalents as per AS 3 Cash Flow Statements is Same

NOTE 9 REVENUE FROM OPERATIONS

Particulars For the year ended 31 March, 2017

For the year ended 31 March, 2016

Rs. Rs.

(a) Sale of products 42,37,261.00 69,72,747.00 (b) Sale of services

(c) Other operating revenues - -

Less: (d) Excise duty Total 42,37,261.00 69,72,747.00



NOTE 10 OTHER INCOME


For the year ended 31 March,

2016

Rs. Rs.

(a) Interest income(Refer Note i) - 1,770.00

(b) Dividend income:

from current investments

subsidiaries

joint ventures

associates

Others

from long-term investments 20,640.00 1,32,943.00

subsidiaries

joint ventures

associates

others

(c) Net gain on sale of:

current investments

long-term investments

(d) Adjustments to the carrying amount of investments - reversal of reduction in the carrying amount of:

current investments


(e) Net gain on foreign currency transactions and translation (other than considered as finance cost)

(f) Other non-operating income (net of expenses directly attributable to such income)

8,65,635.00 -

Total 8,86,275.00 1,34,713.00

(i) Interest income comprises:

Interest from banks on:

deposits - 1,770.00

other balances

Interest on loans and advances

Interest on overdue trade receivables

Interest income from current investments

subsidiaries

joint ventures

associates

others

Interest income from long term investments

subsidiaries

joint ventures

associates

others

Interest on income tax refund

Other interest

Total - Interest income - 1,770.00



NOTE 11 PURCHASE OF TRADED GOODS

Particulars For the year ended 31

March, 2017 For the year ended

31 March, 2016

Rs. Rs.

Traded Goods - Shares

58,01,996.00

48,56,415.00

Total

58,01,996.00

48,56,415.00

NOTE 12 CHANGES IN INVENTORIES OF FINISHED GOODS, WORK-IN-PROGRESS AND STOCK-IN-TRADE


March, 2017 For the year ended 31

March, 2016

Rs. Rs.

Inventories at the end of the year:

Stock-in-trade 95,33,403..00 46,21,075.00

95,33,403.00

46,21,075.00

Inventories at the beginning of the year:

Stock-in-trade 46,21,075.00 80,55,550.00

46,21,075.00

80,55,550.00

Net (increase) / decrease

(49,12,328.00)

34,34,475.00

NOTE 13 EMPLOYEE BENEFIT EXPENSE


For the year ended 31 March, 2016

Rs. Rs.

Salaries and wages - -

Contributions to provident and other funds

Expense on employee stock option (ESOP) scheme

Staff welfare expenses

Total - -



NOTE 14 OTHER EXPENSES


March, 2017

For the year ended 31

March, 2016

Rs. Rs.

Consumption of stores and spare parts

Consumption of loose tools

Consumption of packing materials

Increase / (decrease) of excise duty on inventory

Subcontracting

Power and fuel - -

Water

Rent including lease rentals

Repairs and maintenance - Buildings

Repairs and maintenance - Machinery

Repairs and maintenance - Others 6,430.00 -

Insurance

Rates and taxes 16,097.00 -

Communication - -

Travelling and conveyance - -

Printing and stationery - 51,980.00

Freight and forwarding

Sales commission

Sales discount

Business promotion 17,646.00 47,611.00

Donations and contributions

Legal and professional 1,40,487.00 52,600.00

Payments to auditors

Bad trade and other receivables, loans and advances written off

Net loss on foreign currency transactions and translation (other than considered as finance cost)

Amortisation of share issue expenses and discount on shares

Loss on fixed assets sold / scrapped / written off

Provision for impairment of fixed assets and intangibles (net)

Net loss on sale of investments

from current investments

from long-term investments

Provision for losses (diminution in value of investments) in subsidiary companies (net)

Adjustments to the carrying amount of investments (other than subsidiaries) (net) - reduction in the carrying amount of

current investments


Provision for doubtful trade and other receivables, loans and advances (net)

Provision for estimated loss on derivatives (net)

Provision for warranty

Provision for estimated losses on onerous contracts

Provision for contingencies

Prior period items

Miscellaneous expenses 3,44,610.00 3,43,868.00

Total 5,25,270.00 4,96,059.00



Note: 15 Notes on Accounts

1. SIGNIFICANT ACCOUNTING POLICIES:

(A) Basis of Accounting: The accounts have been prepared on historical cost concept basis of

accounting the company adopts the accrual system of accounting.

(B) Revenue Recognition: All the income is accounted for on accrual basis.

(C) Expenses: All the expenses including interest and finance charges are provided on accrual

basis.

(D) Fixed Assets: All the fixed assets are valued at cost less depreciation.

(E) Depreciation: Depreciation is provided as per the Schedule II of the Companies Act 2013.

As per the provisions of Schedule-II to the Companies Act, 2013 the depreciation is to be

calculated on useful life of the assets. Accordingly as per the provisions the useful life of the

assets of the company have already exceeded as stipulated, residual value is remaining in

books. No depreciation is charged to Profit & Loss account of current year in view of above.

(F) Stock In trade (Closing Stock): Stock in trade is valued at market prices.

(G) Preliminary Expenses: Preliminary expenses are being amortized over a period of ten years.

2. Outstanding balance of Debtors, Creditors, Banks are subject to reconciliation and Confirmation.

3. Provision for Gratuity is not made.

4. Income Tax Expense Comprise Current Tax (i.e. amount of tax for the year determined in accordance with the Income Tax Law) and differed tax change or credit reflecting the tax effects of trimming difference between profit offered for income taxes and the profit as per financial Statements . The differed tax liabilities or assets are measured using the tax rates and tax laws that have been enacted or substantively enacted by the balance sheet date. 5. As stipulated is AS-28, the Company assessed potential generation of Economic benefits from its

business units and is of the view that assets employed in continuing businesses are capable of

generating adequate returns over their useful lives in the usual course of business, there is no

indication to the contrary and accordingly the management is of the view that no impairment

provision is called for in these accounts.



6. Details of Specified Bank Notes (SBN) held and transacted during demonetization

period from 08/11/2016 to 30/12/2016

Particulars SBNs Other

Denomination

notes

Total

Closing cash in hand as on 08/11/2016 20000.00 3164.00 23164.00

(+) Permitted Receipts/withdrawal from bank in

New currency

0 20000.00 20000.00

(-) Permitted payments 0 0 0

(-) Amount deposited in banks 20000.00 20000.00

Closing cash in hand as on 30/12/2016 0 23164.00 23164.00

For,ASHVIN K YAGNIK & CO. For & on behalf of the Board of Directors

CHARTERED ACCOUNTANTS 1. Mr. P. R. Shah (Chairman & Mg. Director)

FRN-100710W 2. Mr. Dashrath Thakkar (Director)

3. Mr. H. P. Shah (Director)

(BHAVAN M. TRIVEDI)

PARTNER (M.No.-043482)

Date: 25/05/2017 Date: 25/05/2017

Place: Ahmedabad Place: Ahmedabad.



CASH FLOW STATEMENT FOR THE YEAR ENDED 31ST MARCH, 2017

PURSUANT TO CLAUSE 32 OF THE LISTING AGREEMENT.

Particulars

31st March, 2017

31st March, 2016

Rs. Rs.

A. CASH FLOW FROM OPERATION ACTIVITIES :

Net Profit/(Loss) Before Tax and Extra-ordinary Items 37,08,598.00 -16,79,489.00

Adjustment for :

Depreciation 0.00 0.00

Preliminary Exps. W/o. 0.00 0.00

Interest Expenses 0.00 0.00

Interest Received 0.00 -1,770.00

Operating Profit before Working Capital Changes 37,08,598.00 -16,81,259.00

Adjusted for :

Trade And Other Receivables 1,50,000.00 2,882.00

Inventories -49,12,328.00 34,34,475.00

Trade and Other Payable 9,25,000.00 -19,25,000.00

Cash generated from operation -1,28,730.00 -1,68,902.00

Interest Paid 0.00 0.00

Interest Received 0.00 1,770.00

Cash Flow before Extra Ordinary Items -1,28,730.00 -1,67,132.00

Extra Ordinary Items (Provisions of Expenses W/o.) 0.00 0.00

Net Cash used in Investing Activities -1,28,730.00 -1,67,132.00

B. CASH FLOW FROM INVESTING ACTIVITIES :

Increase in Fixed Assets 0.00 0.00

Increase in Preliminary Exps. 0.00 0.00

Purchase of Investments 0.00 0.00

Net Cash used in Investing Activities -1,28,730.00 -1,67,132.00

C. CASH FLOW FROM FINANCING ACTIVITIES :

Working Capital from Banks 0.00 0.00

Proceeds from Issue of Share Capital 0.00 0.00

Share Application Money Refund 0.00 0.00

Proceeds from Long Term Borrowing 0.00 0.00

Proceeds from Short Term Borrowing 0.00 0.00

Net Cash used in Financing Activities 0.00 0.00

Net cash used in cash and cash equivalents -1,28,730.00 -1,67,132.00

Cash & Cash Equivalents ( Opening Balance ) 1,87,408.00 3,54,540.00

Cash & Cash Equivalents ( Closing Balance ) 58,678.00 1,87,408.00

For Ashvin K Yagnik & Co. For & on behalf of the Board


(Bhavan M Trivedi)

Partner (M.No.-043482)

Mr P.R. Shah(Mg. Director)

Mr. Rajan Shah (CFO) FRN-100710W



Form No. MGT-11

Proxy form

[Pursuant to section 105(6) of the Companies Act, 2013 and rule 19(3) of the Companies

(Management and Administration) Rules, 2014]

Name of the Member(s)

Registered Address

E-mail Id Folio No /Client ID DP ID

I/We, being the member(s) of ____________shares of the above named company. Hereby appoint

Name : E-mail Id:

Address:

Signature , or failing him

Name : E-mail Id:

Address:


Name : E-mail Id:

Address:


as my/ our proxy to attend and vote (on a poll) for me/us and on my/our behalf at the 22nd Annual General

Meeting of the company, to be held on the 28th day of September, 2017 at 04:30 p.m. at RADHE UPVAN, NR.

RUTURAJ FOUNDATION CLUB, HATHIJAN, MEHMEDABAD ROAD; AHMEDABAD and at any adjournment thereof

in respect of such resolutions as are indicated below:-

Resolution No

Sl.

No.

Resolution(S) Vote

For Against

1. Adoption of statement of Profit & Loss, Balance Sheet, report of

Director’s and Auditor’s for the financial year 31st March, 2017

2. To appoint a Director in place of Shri Pragnesh Ratilal Shah (DIN:

00144888) who retires by rotation and being eligible, offers himself

for reappointment

3. Appointment of M/s. BHAUMIK SHAH & CO., Chartered Accountants

as Statutory Auditors & fixing their remuneration for 2017-18

Signed this

Signature of Shareholder Signature of Proxy holder Signature of the shareholder

-across Revenue Stamp

Note:

1) This form of proxy in order to be effective should be duly completed and deposited at the Registered Office

of the Company not less than 48 hours before the commencement of the Meeting.

2) The proxy need not be a member of the company

Affix

Revenue

Stamps



ATTENDANCE SLIP (To be handed over at the entrance of the meeting hall)

22nd Annual General Meeting on 28th Day of September, 2017

Full name of the members attending

______________________________________________________________________

(In block capitals)

Ledger Folio No/Client ID No _____________No. of shares held: ___________________

Name of Proxy _____________________________________

(To be filled in, if the proxy attends instead of the member)

I hereby record my presence at the 22nd Annual General Meeting of the Bridge Securities

Limited at RADHE UPVAN, NR. RUTURAJ FOUNDATION CLUB, HATHIJAN, MEHMEDABAD

ROAD; AHMEDABAD, on 28th day of September, 2017 at 04.30 PM.

(Member’s /Proxy’s Signature)

Note:

1) Members are requested to bring their copies of the Annual Report to the meeting,

since further copies will not be available.

2) The Proxy, to be effective should be deposited at the Registered Office of the

Company not less than FORTY EIGHT HOURS before the commencement of the meeting.

3) A Proxy need not be a member of the Company.

4) In the case of joint holders, the vote of the senior who tenders a vote, whether in

person or by Proxy, shall be accepted to the exclusion of the vote of the other joint

holders. Seniority shall be determined by the order in which the names stand in the

Register of Members.

5) The submission by a member of this form of proxy will not preclude such member

from attending in person and voting at the meeting.

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Full page fax print - Live Stock Market updates for S&P ...M/s. Ashvin K. Yagnik & Co. Ahmedabad....

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