Bharat Nidhi Limited

Transcription

1 ANNUAL REPORT Bharat Nidhi Limited

2 BHARAT NIDHI LIMITED CORPORATE INFORMATION CHAIRMAN Mr. Vineet Jain Contents DIRECTORS COMPANY SECRETARY BANKERS AUDITORS SHARE TRANSFER AGENT Mr. Vijay Bhushan Mr. Nityanand Singh Mr. Punit Jain Mr. Ashok Talwar Mr. Amit Jain Mr. Yogesh Kumar Tyagi HDFC Bank Punjab National Bank M/s Surendra Subhash & Co. Chartered Accountants Skyline Financial Services Pvt. Ltd. REGISTERED OFFICE 10, Daryaganj, New Delhi INDEX Page No. Notice s' Report Auditors' Report Balance Sheet Statement of Profit & Loss Cash Flow Statement Notes to Financial Statements Additional Particulars as per NonBanking Financial (NonDeposit Accepting or Holding) Companies Prudential Norms (Reserve Bank) Directions,

3 NOTICE Notice is hereby given that the 69th Annual General Meeting of the Shareholders of the Company will be held on Thursday, 27th September, 2012 at 11.00A.M. atshri Purushottam Hindi Bhawan, 11, Vishnu Digambar Marg, New Delhi , to transact the following business: AS ORDINARY BUSINESS: 1. To receive, consider and adopt the Audited Balance Sheet of the Company as at 31st March, 2012 and the Statement of Profit & Loss for the year ended on that date, together with the Report of the s' and the Auditors' thereon. 2. To declare Dividend on Equity Shares of the Company. 3. To appoint a in place of Mr. Ashok Talwar, who retires by rotation and, being eligible, offers himself for reappointment. 4. To appoint a in place of Mr. Punit Jain, who retires by rotation and, being eligible, offers himself for reappointment. 5. To appoint Statutory Auditors to hold the office from the conclusion of this Meeting until the conclusion of the next 70th Annual General Meeting and to fix their remuneration. M/s. Surendra Subhash & Co., the retiring Statutory Auditors of the Company are eligible and willing for reappointment. Place : New Delhi Date : August 23, 2012 NOTES: 1. Proxy: By Order of the Board for BharatNidhi Limited Yogesh Kumar Tyagi Company Secretary A MEMBER ENTITLED TO ATTEND AND VOTE AT THE MEETING IS ALSO ENTITLED TO APPOINT A PROXY TO ATTEND AND VOTE INSTEAD OF HIMSELF AND THE PROXY NEED NOT BE A MEMBER OF THE COMPANY. The proxies, In order to be effective, must be duly filled, signed, stamped and deposited at the Registered Office of the Company not later than 48 hours before the commencement of the Meeting. A blank proxy form is annexed to the Annual Report. 2. Book Closure: The Register of Members and Share Transfer Register of the Company will remain closed from Monday, 17th September, 2012 to Thursday, 27th September, (both days inclusive). 3. Payment of Dividend: (a) The Dividend for the year ended 31st March, 2012, as recommended by the Board, if approved at the ensuing Annual General Meeting (AGM), will be paid to those Shareholders, whose names appear on the Company's Register of Members as on 17th September, The dividend, in respect of the Shares held in Electronic Form, will be payable to such beneficial owners of the shares whose names appear as at the end of the day on 17th September, 2012, as per details furnished by the Depositories for the purpose. (b) The Company has already transferred the unclaimed amount of the Dividends up to the financial year ended 31st March, 2004, to the General Revenue Account /Investor Education & Protection Fund (IEP Fund) established by the Central Government as per the provisions of Section 205A & 205C of the Companies Act, 1956 (the Act). (c) Pursuant to Section 205C of the Act, the unclaimed Dividend amount for the Financial Year ended 31st March, 2005 shall become due for transfer to IEP Fund by 25th November, The Shareholders who have not yet claimed their dividends for the said financial year are therefore, advised to claim their dividend immediately from the Company before that date, thereafter no claim shall lie against the Company in respect of the dividend related to the financial year ended 31st March, Further Shareholders are also advised to claim their unpaid dividend for the financial year ended 31st March, 2006 onwards. 4. The Securities and Exchange Board of India (SEBI) vide its Circular Nos. MRD/DoP/ Cir05/2009 and MRD/DoP/SE/ RTA/Cir03/2010 dated May 20, 2009 and January 01, 2010 respectively has made Income Tax Permanent Account Number (PAN) mandatory for all securities market transactions in physical form i.e. for transfer/ transmission/ transposition etc. It shall be mandatory for the transferee(s) to furnish copy of PAN card to the Company/ RTAs for registration of such transfer of shares. Annual Report

4 5. Ministry of Corporate Affairs ("MCA") has launched a "Green Initiative in the Corporate Governance" by allowing paperless compliances by Companies and vide its Circular nos. 17/2011 & 18/2011 dated & respectively, stated that the service of a notice / document by a company to its shareholders can now be made through electronic mode. In order to enable the Company to send the Annual Report in electronic form, the concerned Members are requested to update their Ids with their respective Depository Participant(s). 6. Members are requested to bring their copy of the Annual Report along with them at the AGM. Copies of the Report will not be distributed at the Meeting. 7. M/s Skyline Financial Services Pvt. Ltd. is Share Transfer Agent of the Company. All Investors related communication may be addressed to: D153/A, 1st Floor, Okhla Industrial Area, Phase I, New Delhi Ph: , Fax: , Id: pratap@skylinerta.com Information about s recommended for reappointment at the Annual General Meeting as required under Clause 49(G) of the Listing Agreement. Item No. 3: Mr. Ashok Talwar, Mr. Ashok Talwar aged about 58 years is a Chartered Accountant and carries an extensive experience of over 29 years in accounts, finance, taxation and corporate management. Mr. Ashok Talwar has been previously associated with Escorts Group for 9 years before joining Bennett, Coleman and Co. Limited in 1992, wherein he has been handling various financial assignments. Mr. Ashok Talwar holds ships in the following Companies: S.No Name of the Company 21st Century Constructions Ltd.* Artee Viniyoga Ltd. Ashoka Marketing Ltd. Ashoka Viniyoga Ltd. Ativeer Properties Ltd.* Atyuttam Properties Ltd. S.No. * Also Member of Audit Committee. Further, he does not hold any Equity Shares in the Comparfy. Item No.4: Mr. Punit Jain, Name of the Company Excel Publishing House Ltd. Fourth Estate Ltd. Sahu Jain Services Ltd. Satyam Properties & Finance Ltd.* Times Business Solutions Ltd.* Times Digital Ltd. Mr. Punit Jain aged about 54 years possesses an experience of around 32 years and is currently the Vice President in the Results & Market Development Department of Bennett, Coleman & Co. Ltd. leading North India Sales comprising Delhi, Chandigarh, Jaipur, Bhopal and Lucknow Branches. A Masters Degree in Commerce and Post Graduate Diploma in Sales & Marketing and Public Relations adorn the academic portfolio of Mr. Jain. Mr. Punit Jain does not hold ship or Committee Membership in any other Company. Further, he does not hold any Equity Shares in the Company. By Order of the Board for Bharat Nidhi Limited Place : New Delhi Date : August 23, 2012 Yogesh Kumar Tyagi Company Secretary Annual Report

5 TO THE MEMBERS DIRECTORS' REPORT Your s are pleased to present their 69th Annual Report together with the Audited Accounts of the Company for the Financial Year ended 31st March, FINANCIAL RESULTS The Financial Results for the year are as under: Particulars Sales Other Income 31st March 2012 Financial year ended 52,23,98,022 6,30,23,886 (Amount in 31st March ,16,60,765 2,60,37,755 Less: Expenditure Profit Before Tax Less: Tax Expense Current Tax Less: MAT Credit entitlement Net Current Tax Deferred Tax Income Tax for earlier years Profit After Tax for the year Add: Balance Brought Forward From Previous Year Balance Available For Appropriation Less: Proposed Dividend Less: Tax on Proposed Dividend Balance available after Dividend Less: Amount Transferred to General Reserve Less: Amount Transferred to Special Reserve u/s 45IC of Reserve Bank of India Act, Balance Carried to Balance Sheet 2. DIVIDEND 58,54,21,908 52,25,31,235 6,28,90,673 20,96,909 16,71,628 4,25,281 26,000 6,24,39,392 1,69,43,942 7,93,83,334 17,52,250 2,84,259 7,73,46,825 1,25,00,000 1,24,88,000 5,23,58,825 48,76,98,520 46,15,87,070 2,61,11,450 27,69,111 22,20,580 5,48,531 (77,000) 24,720 2,56,15,199 1,05,49,252 3,61,64,451 17,52,250 2,84,259 3,41,27,942 1,25,00,000 _> 46,84,000 1,69,43,942 Your s have recommended a 0.60 per Equity Share of the Company for the Financial Year ended March 31, RESERVES The Board of s proposes to carry a sum of? 125 Lacs to the General Reserve of the Company and? Lacs to the Special Reserve pursuant to the provisions of Section 45IC of the Reserve Bank of India Act,1934. DEPOSITS The Company has not accepted any Public Deposits during the Financial Year ended 31st March, 2012 and your Board of s have also passed the necessary Resolution for nonacceptance of any public deposits during the Financial Year The Company has also complied with the applicable provisions of "NonBanking Financial (NonDeposit Accepting or Holding) Companies Prudential Norms (Reserve Bank) Directions, 2007". CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO As the Company has no manufacturing activity, the Disclosure relating to Technology Absorption is not applicable to it. Also, the Company has no information to be furnished with regard to Conservation of Energy. Further, the Company has not carried on during the year under Report any activity relating to Exports and has not used or earned any foreign exchange. Annual Report

6 6. DIRECTORS Pursuant to Section 256 of the Companies Act, 1956, Mr. Ashok Talwar and Mr. Punit Jain, s shall retire by rotation at the ensuing 69th Annual General Meeting and being eligible, offer themselves for reappointment. The Board of s of the Company recommends the reappointment of Mr. Ashok Talwar and Mr. Punit Jain as s of the Company, liable to retire by rotation. 7. DIRECTORS' RESPONSIBILITY STATEMENT Pursuant to the requirement under Section 217 (2AA) of the Companies Act, 1956, with respect to s' Responsibility Statement, the s confirm that: a) in the preparation of the Annual Accounts for the Financial Year ended 31st March, 2012, the applicable Accounting Standards have been followed and that no material departures have been made there from; b) such accounting policies have been selected and applied consistently, and the judgments and estimates made 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 or loss of the Company for that period; c) proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; d) the Annual Accounts have been prepared on a 'going concern' basis. 8. AUDITORS M/s Surendra Subhash & Co., Chartered Accountants, New Delhi, the Statutory Auditors of the Company hold office until the conclusion of the ensuing 69th Annual General Meeting (AGM) and being eligible, are recommended for reappointment as Statutory Auditors of the Company from the conclusion of 69th AGM till the conclusion of next 70th AGM to be held in the year The Company has received a certificate from them to the effect that their appointment if made would be within the limits specified under Section 224(16) of the Companies Act, PARTICULARS OF EMPLOYEES The Company has no employee in respect of whom the Statement under Section 217(2A) of the Companies Act, 1956, is required to be furnished. 10. CORPORATE GOVERNANCE Your Company has been practicing the principles of good Corporate Governance over the years and lays strong emphasis on transparency, accountability and integrity, which is to the benefit of all its stakeholders. In compliance with Clause 49 of the Listing Agreement with the Delhi Stock Exchange, a separate report on Corporate Governance and Management Discussion & Analysis Report is enclosed at Annexure 'A' and 'B' respectively along with the Statutory Auditor's Certificate on compliance with provisions of Corporate Governance enclosed at Annexure "C". The aforesaid Reports and the Certificate forms part of the s Report. In terms of subclause (V) of Clause 49 of the Listing Agreement, certificate of the Chief Financial Officer (CFO), interalia, confirming the correctness of the Financial Statements, adequacy of the Internal Control Measures and reporting of matters to the Audit Committee in terms of the said Clause, is also enclosed as a part of this Report. 11. ACKNOWLEDGEMENTS Your Board of s takes this opportunity to convey their gratitude and sincere thanks for the cooperation & ass/stance received from the stakeholders, various Government Departments and Banks. The Board acknowledges your confidence and continued support and looks forward for the same in future as well. For and on behalf of the Board Place : New Delhi. VijayBhushan AmitJain Date : August 23, 2012 Annual Report

7 Corporate Governance Report For the year ended 31st March Annexure 'A' 1. COMPANY'S GOVERNANCE PHILOSOPHY In Bharat Nidhi Limited, the philosophy of Corporate Governance stems from its deeprooted belief that transparency, disclosures, controls and accountability are the essential ingredients of good Corporate Governance practices. The Company continuously strives towards adopting the best practices in Corporate "Governance in its operations and processes of the Company are directed with integrity, transparency and fairness so as to optimize its performance, maximize the long term shareholder value in a legal and ethical manner, safeguard the longterm interests of all the stakeholders and to provide growth and stability to the Company. 2. BOARD OF DIRECTORS (a) Composition and Category (b) (c) The Board of s of the Company has an optimum combination of nonexecutive/ independent directors having rich knowledge and experience in the industry and related sectors for providing strategic guidance and direction to the Company. Presently, the Board consists of a professional team of six NonExecutive s, five being Independent. The Chairman of the Board is a NonExecutive. There is no relationship between the directors interse. All the s are luminous professionals with wide range of expertise and experience in the fields of Business, Law, Finance and Management. Details of Attendance at the Meetings and other ships During the year under review, eight Board Meetings were held on April25, May 27, May 30, July 21, September 30, October 21, 2011, January 20 and February 01, The gap between any two Board Meetings did not exceed four months. The details of attendance of the s at the Board Meetings during the year under review and at the 68th Annual General Meeting (AGM) along with the details of ship, Committee Membership and Chairmanship in other Indian Public Limited Companies for each are as under: s. No Mr. VineetJain Mr. Vijay Bhushan Mr. Nityanand Singh Mr. PunitJain Mr. Ashok Talwar Mr. Amit Jain Category NED&NID NED & ID NED & ID NED & ID NED & ID NED & ID Board Meetings Attendance Last AGM Yes Yes No Yes Yes No. of ships/ Memberships/Chairmanships ships 10 4 NIL NIL 12 13' held in other Companies as on Conwndtee MembersNps* NED NonExecutive NID NonIndependent ID Independent # Includes only Audit Committee and Shareholders/Investors Grievance Committee. 1 2 NIL NIL 4 2 ConvnMBG cmmansiiipbtt NIL 2 NIL NIL NIL NIL All statutory and other important items/ information including those envisaged in Clause 49 of the Listing Agreement, are regularly provided to the Board and the Committees thereof either as part of agenda papers well in advance of the Board Meetings, or are tabled in the course of the Board Meetings and/or its Committees to enable the Board/ Committees to discharge their responsibilities effectively and to take informed decision. s Remuneration The Company does not pay any remuneration/ commission to its s. Further, it has not implemented any Stock Option Scheme. The Company has no pecuniary relationship/ transactions with its s during the Financial Year ended March 31,2012. The details of the Sitting Fee paid during the year to the s for attending the Meetings of the Board and Annual Report

8 Committees thereof are as under: S.NO Name of the Mr. Vijay Bhushan Mr. Nityanand Singh Mr. Punit Jain* Mr. Ashok Talwar* Mr. Amit Jain* Sitting Fee paid (?) 60,000 65,000 35,000 45,000 45, *Mr. Punit Jain, Mr. Ashok Talwar and Mr. Amit Jain, s, have voluntarily waived off their entitlement to the Sitting Fees for attending the Committee Meetings of the Board. Mr. Vineet Jain and Mr. Vijay Bhushan, NonExecutive s, hold 5,90,000 and 500 Equity Shares of? 107 each of the Company, respectively. No other holds any shares in the Company. (d) Code of Conduct We, at Bharat Nidhi Limited, have adopted a Code of Conduct for all Board Members and Senior Managerial Personnel of the Company in compliance with the provisions of Clause 49 of the Listing Agreement. All the Board Members and the Senior Managerial Personnel have affirmed compliance with the Code of Conduct as on 31st March, 2012 and a Declaration to this effect is attached and forms part of this Report at Annexure I. AUDIT COMMITTEE (a) Brief terms of reference The Company has constituted Audit Committee having the terms of reference in confirmation to the provisions of Section 292A of the Companies Act, 1956 and the requirements of Clause 49 of the Listing Agreement. The current terms of reference include: Overseeing the Company's financial reporting process and disclosure of financial information. Holding discussions with the Auditors periodically about the Internal Control Systems, the scope of Internal Audit, the observations of the Auditors. Review of the Quarterly, Halfyearly, and Annual Financial Statements before submission to the Board. Ensuring adequacy of Internal Audit Function and Internal Control Systems. Review of the Audit Reports of the Internal Auditors. Review of any other matter in relation to items specified in Clause 49 (II) of the Listing Agreement. (b) Composition and Attendance The Audit Committee consists of three NonExecutive & Independent s possessing rich knowledge and expertise in Finance and Management fields. Other NonExecutive (s), Statutory Auditors, Internal Auditors and the CFO are invited to attend and participate at the Committee Meetings. The Meetings of Audit Committee are regularly chaired by a NonExecutive & Independent. The Audit Committee Chairman also regularly chairs the Annual General Meeting of the Company and answers queries of the Shareholders. During the year under review, the Committee met four times on May 27, July 21, October 21, 2011 and February 1, The gap between any two Committee Meetings did not exceed four months. The attendance record of Members at the Committee Meetings is as below: Name of the Member Designation No. of Meetings Attended Mr. Vijay Bhushan Member 4 S.NO Mr. Nityanand Singh Mr. Ashok Talwar Member Member Mr. Yogesh Kumar Tyagi, Company Secretary acts as the Secretary to the Audit Committee. Minutes of each Audit Committee Meeting are placed before the Board of s for confirmation at its immediately succeeding Meeting. SHAREHOLDERS'GRIEVANCES COMMITTEE (a) Brief terms of reference The Company, in pursuance to the guidelines set out in Clause 49 of the Listing Agreement, has constituted an Investor Grievance Committee in the name and style of 'Shareholders / Investor Grievance Committee' under the 4 4 Annual Report

9 Chairmanship of NonExecutive Independent. The terms of reference of the Committee include: Redressal of Shareholders Grievances relating to transfer of shares, nonreceipt of dividend warrants and other related matters, etc. Review and take note of the status of transfers, transmissions, issue of duplicate certificates, splits, renewal of Share Certificates and other related issues. Take note of payment of dividend and to approve any other matter concerning thereto. Ensuring expeditious share transfer process. Monitoring and review of the performance of the Registrar and Share Transfer Agents. Providing continuance guidance to improve the Investors Service Standards. (b) Composition and Attendance The Committee consists of three NonExecutive & Independent s possessing relevant experience and knowledge in the field. The Meetings of Shareholders Grievance Committee are regularly chaired by NonExecutive & Independent. During the year under review, the Committee met four times on May 27, July 21, October 21, 2011 and February 1, The attendance record of the Members at the Meetings is as below: S.No Name of the Member Mr. Punit Jain Mr. Ashok Talwar Mr. Amit Jain Designation Member Member Member No. of Meetings attended Mr. Yogesh Kumar Tyagi, Company Secretary is designated as the Compliance Officer as per the requirements of the Listing Agreement. The Minutes of each Investor Grievance Committee Meeting are placed before the Board of s at its subsequent Meeting for confirmation. (c) Status of redressal of Investor Grievances During the year, the Company received 28 Investor Grievances pertaining to investor related matters, out of which 25 Investor Grievances were attended and resolved by March 31, 2012 and balance 3 were attended and resolved during the period thereafter to the satisfaction of the Investors. GENERAL BODY MEETINGS a) The details of the Annual General Meetings (AGM) of the Company held during the last three years are as under: Year Date Time 9.30A.M A. M A.M. Venue Shri Purushottam Hindi Bhawan, 11, Vishnu Digambar Marg, New Delhi b) No Special Resolution was proposed for approval during the previous three AGMs. Further, no Resolution has been passed through Postal Ballot last year. At the ensuing AGM, there is no Resolution proposed to be passed by Postal Ballot. DISCLOSURES a) Materially significant Related Party Transactions No materially significant Related Party Transaction, that may have potential conflict with the interest of the Company at large, has been carried out with the s or the Management, or their Relatives etc. during the year under review. The 'Related Party Disclosures' have been given at Note No. 31 of Notes to Financial Statements. b) Disclosure of Accounting Treatment The Accounting Standards issued by the Institute of Chartered Accountants of India, have been followed in the preparation of the Financial Statements for the year ended 31st March, c) Board Disclosures Risk Management The Company has in place builtin internal control systems for assessing and mitigating elements of risks in relation to its operations which are followed scrupulously in day to day functioning of the Company. The Board of Annual Report

10 BHARAT NIDHI LIMITED s annually reviews the Risk Management Policy of the Company. d) Details of NonCompliance relating to the Capital Market (if any). No penalties or strictures have been imposed on the Company by the Stock Exchanges or SEBI or any other Statutory Authorities on any Capital Market related matter, during the last three years. e) Proceeds from Public Issues, Rights Issue, Preferential Issue etc. The Company has not raised any funds through public issue, right issue, preferential issue etc. during the year. f) Whistle Blower Policy The Company does not have a formal Whistle Blower Policy. However, the existing mechanism and working setup encourages the employees to talk promptly to their supervisors about any matter envisaged to be covered under the Whistle Blower Policy. g) Nonmandatory requirements The Company is in full compliance with all mandatory requirements of Clause 49 of the Listing Agreement relating to Corporate Governance. It has not adopted any of the non mandatory requirements. 7. MEANS OF COMMUNICATION Quarterly Results The Quarterly/ Half Yearly/ Annual Financial Results of the Company are regularly submitted to the Stock Exchanges immediately after the same are reviewed by the Audit Committee and approved by the Board of s. These Results are published in one English Daily 'Pioneer/Money Maker' and one Hindi Daily 'Mahalaxmi Bhagyodaya'. 8. SHAREHOLDERS' INFORMATION (a) Annual General Meeting Day and Date : Thursday, September 27, 2012 Time : 11.00A.M. Venue : Shri Purushottam Hindi Bhawan, 11, Vishnu Digambar Marg, New Delhi No Special Resolution is proposed to be passed at the ensuing Annual General Meeting. Date of Book Closure : Monday, 17th September, 2012 to Thursday, 27th September, 2012 (both days inclusive) Last date of receipt of Proxy Forms (b) Financial Calendar : September 25, 2012 (upto A.M.) Your Company observes 1st April to 31st March as its Financial Year. Adoption of Quarterly Results for the Quarter ending : June 30, 2012 : Upto 14th August, 2012 September 30, 2012 : Upto 14th November, 2012 December 31, 2012 : Upto 14th February, 2013 March 31, 2013 and Annual Results : End of May, 2013 Date of Dividend declaration : September 27, 2012 (for Financial Year ) ' Probable date of dispatch of : From October 5, 2012 onwards Dividend warrants (c) Listing of Equity Shares The Equity Shares of the Company are listed at The Delhi Stock Exchange (Stock Code ). The Annual Listing Fee for the Financial Year has been paid within stipulated time period. Annual custodian charges of Depository have also been paid to NSDL and CDSL. (d) Market Price Data No trading took place during the last year at The Delhi Stock Exchange where Equity Shares of the Company are listed. (e) Shares held in Physical and Electronic Mode The Equity Shares of your Company are in compulsory electronic segment and are available for trading in the depository systems of both the Depositories viz., National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL). The ISIN No. allotted to the Company is INE286F As on March 31, 2012, 26,17,221 Equity Shares, representing 89.64% of the total Equity Share Capital, have been dematerialized. (f) Registrar and Share Transfer Agent and Share Transfer Process The Company has appointed M/s Skyline Financial Services Pvt. Ltd. as its Registrar and Share Transfer Agents. Annual Report

11 BHARAT NIDHI LIMITED The Shares of the Company in electronic form are tradable only through the Depository Systems. The Transfer of Shares in physical form is processed by Registrar and Share Transfer Agents of the Company and thereafter the same are approved by the Company Secretary/ s of the Company. (g) Distribution of Shareholding and Category of Shareholding as on 31st March, (i) (i) Distribution of Shareholding: Holdings (No. of Share) Upto to 1,000 1,001 to 2,000 2,001 to 3,000 3,001 to 4,000 4,001 to 5,000 5,001 to 10,000 10,001 and above Category wise Shareholding Pattern: Category A. Promoters' Holding B. NonPromoters' Holding Institutional Investors 1. Mutual Funds & UTI Number 5,186 Shareholders % to Banks, Financial Institutions, Insurance Companies, State Govt., Central Govt. 3. Foreign Institutional Investors Others 4. Private Bodies Corporate 5. NRIs and OCBs 6. Indian Public Individuals TOTAL Number 2,75,614 40,188 33,941 23,933 39,496 26,924 57,874 24,21,752 29,19,722* No. of Shares NIL NIL 4,321 NIL 17,76,659 62,535 10,76,207 29,19,722* Shares % to total Percentage NIL NIL 0.15 NIL 'Excluding Fractional Coupons comprising 529 Ordinary Shares not yet exchanged and 28,045 equity shares forfeited by the Company (h) Outstanding ADRs/ GDRs/warrants or any Convertible Instruments The Company has not issued any ADRs/ GDRs/warrants or any convertible instruments. CEO/CFO Certificate In terms of the Clause 49 of the Listing Agreement, a Certificate signed by Mr. Mayank Finance Manager and CFO is attached with this report as Annexure II. The Company does not have any CEO at present. Address for Correspondence The Investors are requested to forward the correspondence to M/s Skyline Financial Services Pvt. Ltd., the Registrar and Share Transfer Agents of the Company at the following address: D153/A, 1st Floor, Okhla Industrial Area, Phase I, New Delhi Ph: , Fax: Id: pratap@skylinerta.com The Investors can also contact or send their grievances to the Company at the following given address: Company Secretary Bharat Nidhi Limited 10, Daryaganj, New Delhi Phone : Annual Report

12 Code of Conduct Compliance for the Financial Year Annexure I Pursuant to Clause 49(1 )(D) of the Listing Agreement, we hereby affirm and declare due compliance in all respects with the Code of Conduct duly constituted for the Members of the Board and Senior Management Personnel of M/s Bharat Nidhi Limited, for the Financial Year Board of s Vineet Jain Vijay Bhushan Nityanand Singh PunitJain Ashok Talwar AmitJain Senior Management Personnel Mayank Chief Financial Officer Date : August 23, 2012 Place: New Delhi August 23, 2012 Yogesh Kumar Tyagi Company Secretary CFO Certificate Sub Annual Certificate of Compliance for F.Y I, Mayank, Chief Financial Officer of the Company hereby certify that: Annexure II a) I have reviewed the Financial Statements and the Cash Flow Statement of the Company for the year ended 31 st March, 2012 and that to the best of my knowledge and belief: i) These Statements do not contain any materially untrue statement or omit any material fact or contain statements that might be misleading, ii) These Statements together present a true and fair view of the Company's affairs and are in compliance with existing Accounting Standards, applicable laws and regulations. b) There are, to the best of my knowledge and belief, no transactions entered into by the Company during the year which are fraudulent, illegal or violative of the Company's Code of Conduct. c) I accept responsibility for establishing and maintaining Internal Controls for Financial Reporting and that I have evaluated the effectiveness of Internal Control Systems of the Company pertaining to Financial Reporting and I have disclosed to the Auditors and the Audit Committee, deficiencies in the design or operation of such Internal Controls, if any, of which I am aware and the steps I have taken or propose to take to rectify these deficiencies. d) I have indicated to the Auditors and the Audit Committee: i) Significant changes in such internal control during the year, if any ; ii) Significant changes in accounting policies during the year and that the same have been disclosed in the notes to the financial statements, if any; and iii) Instance's of significant fraud of which I have become aware and the involvement therein, if any, of the management or an employee having a significant role in the Company's internal control system for financial reporting. For Bharat Nidhi Limited Chief Financial Officer Annual Report

13 Annexure 'B' Industry Structure, Developments and Outlook Economy MANAGEMENT DISCUSSION AND ANALYSIS REPORT (Within the limits set by the Company's competitive position) The after effects of the global financial crisis of 2008 have continued to cast their shadow on the economies around the world even now. The crisis brought to fore the Vulnerabilities of the systems of regulation and operation of the financial and fiscal processes. For India, the weak external demand conditions have been exacerbated by the high crude oil prices. Slow export growth and rising import bills have led to rising current account deficit. It has been a challenging period for the Indian economy with lingering concerns over global growth prospects and financial stability weighing on external demand and international funding. Further, local issues such as inflation, rising interest rates and policy impediments have only enhanced the impact of a shaky global environment on domestic growth. All these factors have pulled down headline GDP Growth in Financial Year 2012 lower to 6.9% as against 8.4% a Year ago. Despite a slow down in growth over Financial Year 2012, India has continued to outperform the global economy. With world output growth likely to remain relatively at the level of 3.3% in 2012 as against 3.8% in 2011, structural supports from a rapidly expanding rural and semiurban economy, favorable demographics are likely to keep domestic growth higher than world growth. Industry Pursuant to a FICCIKPMG study, it has been suggested that an increasing level of literacy is helping the cause of print media in reaching out to the masses, particularly in Tier II and Tier III towns. Print media accounts for approx 30% i.e. 19,300 Crore of the total media & Entertainment revenues. It is expect to grow at a CAGR of 10% reaching Rs. 31,000 Crore in This represents an opportunity for your Company. Opportunities and Threats The Industry in our areas of operations is backed by huge readers base which offer tremendous opportunity for the Company. The Indian newspaper industry in general and Hindi newspaper industry in particular have become intensely competitive. The biggest challenge for Indian newspaper industry lies in monetization of huge readership base. High newsprint costs are expected to pressure operating margins in the print media industry. At endnovember 2011, domestic newsprint prices had increased by 13.4% and international newsprint prices by 7.0% compared with the average prices in 2010, respectively. Depreciation of the Indian rupee has also pushed upf the effective price of international newsprint. Frontline citycentric newspapers, using a higher proportion of imported newsprint, would be more affected than regional players who mostly use domestic newsprint. Your Company anticipates various opportunities to purchase, sell & distribute a wide variety of publications, owing to the introduction of newer newspapers, magazines and dailies in the market. The Company continues to focus on better cost management to further strengthen its market position and growth rate. The business of your Company viz., distribution of Newspapers and Magazines across the region of Delhi NCR, continues to remain stable. The Company has managed to increase the revenue from the sale of various newspapers and other periodicals. This has led to a stable growth of the business operations of the Company. After rising from 15,000 levels in January 2009 to around 21,000 in November 2010, the Bombay Stock Exchange (BSE) Sensex has slipped to the 16,000 level. Although this is not as steep a fall as that in 2008, there is uncertainty over the future. Your Company, however maintaining its cautious approach by staying invested largely in debt based mutual funds and securities. Financial Performance During the Financial Year , the Company's Revenue was? Crores as compared to? Crores in the previous year. Annual Report

14 The Expenditure was? Crores as compared to? Crores in the previous year. The Profit before Tax was? 6.29 Crores as compared to? 2.61 Crores in the previous year. The Profit after Tax was? 6.24 Crores as compared to? 2.56 Crores in the previous year. Risk and Concerns Your Company is exposed to normal industry risks such as credit, interest rates, market and operational risks besides the risks applicable to the newspaper industry in general. Your Company follows prudent business and risk assessment & management practices to combat these challenges. In view of the increased volatility in the Stock Market, your Company has continued to make most of its investments in various low risk debt based funds and use foresight and focused analysis of the market. Internal Control The Company has proper and adequate system of Internal Control commensurate with its nature and size of the operations which ensure: Accuracy and timeliness of financial reporting. Compliance of legal and statutory laws and regulations. More effective and efficient use of the resources of the Company and Protection and enhancement of assets of the Company. The Internal Control system and procedures are periodically reviewed to ensure orderly and efficient conduct of business. In addition to this, internal audits/ internal review are conducted regularly either through external or internal resources to monitor the effectiveness of Internal Control in the organisation. The Internal Audit reports are regularly monitored by the Audit Committee of the Board of the Company and corrective actions are taken as and when necessary. Human Resources Development The Company recognizes its employees as its most valuable assets. The emphasis is laid upon to build strong corporate culture through core values such as integrity, innovation and team work. In order to enhance the productivity of the employees and motivating them to work with vigor and focus, teamdriven organization and work environment has been created where all employees work together. Training needs of the employees are also identified and suitable training is provided, wherever required. Cautionary Statement Certain statements made in this Report, describing the Company's expectations, or predictions etc. are the forward looking views of the Management and are subject to certain risks and uncertainties like regulatory changes, local, political or economic developments, technological risks and many other factors, because of which the actual results could differ materially from such expectations or projections. Annual Report

15 Annexure"C" AUDITORS' CERTIFICATE ON CORPORATE GOVERNANCE TO THE MEMBERS OF BHARAT NIDHI LIMITED We have examined the compliance of conditions of Corporate Governance by Bharat Nidhi Limited, for the year ended March 31, 2012, as stipulated in Clause 49 of the Listing Agreement of the said Company with Stock Exchanges. The compliance of conditions of Corporate Governance is the responsibility of the Management. Our examination 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 given to us, we certify that the Company has complied with the conditions of Corporate Governance as stipulated in the abovementioned Listing Agreement. We further state that such compliance is neither an 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 SURENDRA SUBHASH & CO. Chartered Accountants Place : New Delhi Dated : August a 23, , Membership No REPORT PURSUANT TO NON BANKING FINANCIAL COMPANIES AUDITOR'S REPORT (RESERVE BANK DIRECTIONS. 2008) AS ISSUED BY RESERVE BANK OF INDIA To The Board of s, Bharat Nidhi Limited, 10, Daryaganj, New Delhi Matters to be reported as per paragraph 3 of the Non Banking Financial Companies Auditor's report (Reserve Bank) Directions, 2008 A) i) The Company is engaged in the activity of NonBanking Financial Institution as per RBI Guidelines. The Company is duly registered with the Reserve Bankof India (hereinafter referred as 'the Bank') as a NBFC and has obtained the Certificate of Registration No. B dated The Company is entitled to hold such Certificate of Registration in terms of its Asset/Income pattern as on March 31, Based on the criteria set forth by the Bank, the Company is not an Asset Finance Company as defined in "NonBanking Financial (NonDeposit Accepting or Holding) Companies Prudential Norms (Reserve Bank) Directions, 2007" with reference to the business carried on by it during the year ended March 31, B) Since the Company does not hold public deposits and neither has it accepted public deposits during the year, therefore the matters specified in this paragraph are not applicable to the Company. C) i) The Board of s has passed a resolution for the non acceptance of any public deposits during the Financial Year in its Meeting held on April 20, The Company has not accepted any public deposits during the year ended March 31 st, The Company has complied with the prudential norms relating to income recognition, accounting standards, asset classification and provisioning for bad and doubtful debts as applicable to it in terms of "NonBanking Financial (NonDeposit Accepting or Holding) Companies Prudential Norms (Reserve Bank) Directions, 2007". iv) Since the Company is not a Systemically Important NonDeposit taking NBFC as defined in paragraph 2(1)(xix) of the "NonBanking Financial (NonDeposit Accepting or Holding) Companies Prudential Norms (Reserve Bank) Directions, 2007", the matters specified in this paragraph are not applicable to the Company. D) Since the Company has not obtained any specific advice from the Bank that it is not required to hold Certificate of Registration from the Bank; the matters specified in this paragraph are not applicable to the Company. S Place : New Delhi Dated : August 23, 2012 For Surendra Subhash & Co. Chartered Accountants Firm Registration No.03173N (S. K. Jain) Partner Membership No Annual Report

16 AUDITORS' REPORT TO THE MEMBERS OF BHARAT NIDHI LIMITED 1. We have audited the attached Balance Sheet of BHARAT NIDHI LIMITED as at 31 st March, 2012 and also the Statement of Profit and Loss and the Cash Flow Statement for the year ended on that date annexed thereto, which we have signed under reference to this report. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audit. 2. We conducted our audit in accordance with auditing standards generally accepted in India. Those Standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test check basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion. 3. As required by the Companies (Auditors' Report) Order, 2003 (the Order) issued by the Central Government of India in terms of subsection (4A) of Section 227 of the Companies Act, 1956 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 hereto a statement on the matters specified in paragraph 4 and 5 of the said Order, to the extent applicable to the Company. 4. Further to our comments in the statement referred to in paragraph 3 above, we report that: a) we have 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 appears from our examination of those books of the Company; c) the Balance Sheet, the Statement of Profit and Loss and Cash Flow Statement dealt with by this report are in agreement with the books of accounts of the Company; d) in our opinion, the Balance Sheet, Statement of Profit and Loss and Cash Flow Statement dealt with by this report comply with the mandatory Accounting Standards referred to in subsection (3C) of Section 211 of the Companies Act, 1956 to the extent applicable; e) on the basis of written representations received from the directors as on 31st March 2012 and taken on record by the Board of s, none of the directors of the Company are disqualified as on 31st March, 2012 from being appointed as a director in terms of clause (g) of subsection (1) of section 274 of the Companies Act, f) in our opinion and to the best of our information and according to the explanations given to us, the said financial statements together with the notes thereon and attached thereto, give a true and fair view in conformity with the accounting principles generally accepted in India: a) in the case of Balance Sheet, of the state of affairs of the Company as at 31st March, 2012, b) in the case of the Statement of Profit and Loss, of the Profit of the Company for the year ended on that date; and c) in the case of Cash Flow Statement, of the Cash Flows for the year ended on that date. For SURENDRA SUBHASH & CO Chartered Accountants Firm Regd No.03173N S.K. Jain Place : New Delhi Partner Dated: August 23, 2012 Membership No Annual Report

17 BHARAT NIDHI LIMITED ANNEXURE TO AUDITORS' REPORT OF BHARAT NIDHI LIMITED (Referred to in paragraph 3 of our report of even date) i. (a) The Company has maintained proper records showing full particulars including quantitative details and situation of fixed assets. (b) (c) The fixed assets of the Company have been physically verified by the management during the year and no material discrepancies between the book records and the physical inventory have been noticed. In our opinion the frequency of verification is reasonable. In our opinion and according to the information and explanations given to us, the Company has not disposed off a substantial part of fixed assets during the year. ii. ill. iv. According to the information given to us, the Company does not account for any inventory of publications in its books of accounts, as all unsold publications are returned to the supplier and the purchase and sale of publications is on the basis of net sales only. However, for the purpose of determining net sales, physical verification of all unsold copies is carried out on a daily basis by the Company and in our opinion the procedures of physical verification followed by the management are reasonable and adequate, in relation to the size and nature of the Company's business, the Company maintains proper records of unsold publications and no material discrepancies were noticed on such physical verification. The Company has neither granted nor taken any loans, secured or unsecured to / from companies, firms and other parties listed in the register maintained under Section 301 of the Companies Act, 1956 and accordingly Clause 3 of the paragraph 4 of the Order is not applicable to it. In our opinion and according to the information and explanations given to us, there are adequate internal control procedures commensurate with the size of the Company and the nature of its business with regard to purchase and sale of securities, publications and the purchase of fixed assets. During the course of our audit, no major weakness has been noticed in the aforesaid internal control system. v. Based on the audit procedures applied by us and according to the information and explanations provided by the management, we are of the opinion that transactions that were required to be entered into the register maintained under section 301 have been done so and the prices at which the transactions were entered into were reasonable having regard to the industry and market conditions. vi. vii. viii. ix. Based on the audit procedures applied by us and according to the information and explanations provided by the management, we are of the opinion that the Company has not accepted any deposit. The Company has complied with the prudential norms as per the directions of Reserve Bank of India. In our opinion, the Company has an internal audit system, which is commensurate with the size and nature of its business. Requirement of maintenance of cost records under Section 209 (1) (d) of the Companies Act, 1956 is not applicable to the Company. According to the records of the Company, the Company is regular in depositing with appropriate authorities statutory dues including Provident Fund, Investor Education and Protection Fund, Employees' State Insurance, Income Tax, Service Tax, Sales Tax, Wealth Tax, Custom Duty, Cess and other statutory dues wherever applicable to it. No amounts payable in respect of the statutory dues as mentioned above were outstanding as at March 31, 2012 for a period of more than six months from the date they became payable. x. The Company has no accumulated losses at the end of the Financial Year ended 31 st March, The Company has not incurred any cash losses during the financial year covered by our audit and the immediately preceding financial year. xi. xii. The Company has not taken any loans/deposits from Banks or Financial Institution or debenture holders and hence clause no. (xi) of the Order is not applicable. Based on our examination of documents and records, we are of the opinion that the Company has not granted any Annual Report

18 loans and advances on the basis of security by way of pledge of shares, debentures and other securities. xiii. xiv. xv. xvi. In our opinion, the Company is not a chit fund or a nidhi/mutual benefit fund/society. Therefore, the provisions of clause (xiii) of the Order are not applicable to the Company. Based on our examination of the records and evaluation of the related internal controls, we are of the opinion that proper records have been maintained in respect of the transactions and contracts related to purchase and sale of investments and timely entries have been made therein. We also report that the Company has held the shares, securities, debentures and other investments in its own name. The Company has not given any guarantee for loans taken by others from bank or financial institutions, The Company has not taken any term loans during the year. xvii. xviii. xix. xx. xxi. According to the information and explanations given to us and on an overall examination of the Balance Sheet of the Company, we report that no funds, long term or short term, have been raised by the Company during the year under audit. The Company has not allotted any shares, preferential or otherwise, during the year. During the period covered by our audit report, the Company has not issued any debentures. The Company has not raised money by public issues during the year under audit. During the course of our examination of books of accounts and records of the Company and based upon the audit procedures performed and information and explanations given by the management, we report that no fraud on or by the Company has been noticed or reported during the year and also no case of fraud has been informed to us by the management. For SURENDRA SUBHASH & CO Chartered Accountants Firm Regd. No N S.K. Jain Place New Delhi Partner Dated August 23, 2012 Membership No Annual Report