The Board meets at least once a quarter to review the quarterly performance and the financial results. The Board’s role, functions, responsibility and accountability are clearly defined. All major decisions involving policy formulations, business plans, annual operating budgets, compliance of various listing agreements and secretarial audit are carried out with due diligence and in consonance with the rules and regulations framed under the relevant acts.
We have the following committees:-
NOMINATION AND REMUNERATION COMMITTEE
Broad Terms of Reference:
The Audit Committee of the Company inter-alia acts as a control mechanism in the financial and other important departments of the Company. The Audit Committee while reviewing the Annual Financial Statements also reviews the applicability of various Accounting Standards (AS) issued by the Institute of Chartered Accountants of India during the year.
The Audit Committee comprises of three Directors, all of whom are Non-Executive, Directors. The Chairman of the Audit Committee possesses knowledge by corporate finance, accounts and company law.
Composition of the Audit Committee :
||Mahendra Kumar Dugar||Chairman|
||Puneet Kumar Gupta||Member|
To review, assess and recommend the appointment of Directors. To formulate the criteria for determining qualifications, positive attributes and independence of directors and recommend to the Board a policy, relating to the remuneration of the directors, key managerial personnel and other employees and to formulate the criteria for evaluation of Independent Directors and the Board.
The Nomination and Remuneration Committee comprises of three Directors, all of whom are Non-Executive, Directors. The Chairman of the Nomination and Remuneration Committee is an independent Director.
Composition of the Nomination and Remuneration Committee:
||Mahendra Kumar Dugar||Chairman|
||Puneet Kumar Gupta||Member|
- Board Meetings : 03.05.2017
- Board Meetings : 19.01.2017
- Board Meetings : 22.10.2016
- Board Meetings : 29.5.2014
- Board Meetings : 09.08.2014
- Board Meetings : 08.11.2014
- Board Meetings : 02.02.2015
- Board Meetings : 16.05.2015
- Board Meetings : 07.08.2015
- Board Meetings : 03.11.2015
- Board Meetings : 21.01.2016
- Board Meetings : 14.05.2016
- Board Meetings : 30.07.2016
- Notice of 21st Annual general meeting : 07.07.2016
- Proceedings of 21st Annual general meeting : 07.07.2016
- Voting Results of 21st Annual general meeting : 07.07.2016
- Scrutinizers Report of 21st Annual general meeting : 07.07.2016
- Scrutinizers Report Postal ballot BFL : Click Here
- Notice of Book Closure : Click Here
- Scrutinizer’s report_e-voting : Click Here
- Postal ballot notice_2017 : Click Here
- Postal ballot notice_2015 : Click Here
- Proceedings Scrutinizers Report BFL 20th AGM : Click Here
|2008-2009||30th September, 2009||1, Tara Nagar, Ajmer Road, Jaipur||2.00 P.M.|
|2009-2010||30th September, 2010||1, Tara Nagar, Ajmer Road, Jaipur||4.00 P.M.|
|2010-2011||14th September, 2011||1, Tara Nagar, Ajmer Road, Jaipur- 302 006||4.00 P.M.|
|2011-2012||28th July, 2012||1, Tara Nagar, Ajmer Road, Jaipur- 302 006||4.00 P.M.|
|2012-2013||28th September, 2013||1, Tara Nagar, Ajmer Road, Jaipur- 302 006||4.00 P.M.|
|2013-2014||16th August, 2014||1, Tara Nagar, Ajmer Road, Jaipur- 302 006||4.00 P.M.|
|2014-2015||18th July,2015||1, Tara Nagar, Ajmer Road, Jaipur- 302 006||2.00 P.M.|
A. Disclosures on materially significant related party transactions.
Due disclosures made wherever required.
B. Details of non compliance by the Company, penalties, and strictures imposed on the Company by Stock Exchange or SEBI or any statutory authority, on any matter related to capital markets, during the last three years.
The Company in general has complied with all the provisions of the Stock Exchanges, SEBI or any statutory authority.
C. The Company has followed all the relevant accounting standards issued by Institute of Chartered Accountants of India to the extend applicable.
D. There are no pecuniary relationships of transactions of Non executive Director vis-a-vis the Company which had any potential conflict with the interest of the Company at large.
Registrar and Share Transfer Agents:
Name: M/s. MCS Share Transfer Agent Ltd
Address: F 65, 1st Floor, Okhla Industrial Area,
Phase – I, New Delhi,Delhi,110020
Email address: firstname.lastname@example.org
Dematerialisation of Shares: The Company has ensured its Demat Connectivity with CDSL.
Investor Correspondence to be made to:
BFL Developers Limited
1, Tara Nagar, Ajmer Road, Jaipur-302006.
CONTACT INFORMATION OF THE DESIGNATED OFFICIALS OF THE COMPANY :
Ms. Neetu Jogani
Company Secretary and Compliance Officer – +91-9214018877
Email Address: email@example.com
Policy on Whistle Blower mechanism : Whistle Blower policy
Insider Trading Code : Insider trading code 2015
Archival policy on disclosures hosted on website of the company : Archival policy on disclosures hosted
Policy for preservation of documents : Policy for preservation
The Board of Directors of the Company approve and take on record the quarterly, half yearly and yearly financial results in the Performa prescribed by Regulation 33 of the Securities and Exchange Board of India (Listing obligation and Disclosure Requirements) Regulations, 2015, within the respective stipulated period.
The approved financial results are forthwith sent to the Stock Exchanges where the company is listed and are published in the newspapers as per the requirements of Regulation 47 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.
Management Discussion and Analysis report forms part of Annual Report, which is posted to the shareholders of the Company.
BFL Developers Limited has adopted a code of conduct for all the employees and directors of the company, also all the members of the board and senior management personnel have affirmed compliance with the code of conduct.
All the Directors and members of the senior management team of BFL Developers Limited shall act within the bounds of the authority conferred upon them and undertake the duty to make and enact informed, judicious and harmonious decisions and policies in the best interests of the Company and its shareholders /stakeholders. With a view to maintain high standards the Company requires, the following rules/ code of conduct to be observed in all activities. For the purpose of the code, the Company appoints the compliance officer, who will be available to directors and senior management to answer questions and to help them comply with the code.
Honesty & Integrity
All the Directors and members of the senior management team of the company shall conduct their activities, on behalf of the Company and on their personal behalf, with honesty, integrity and fairness. They will act in good faith, responsibly, with due care, competence and diligence, allowing independent judgment to their subordinates. Directors shall act in the best interests of the Company and fulfill their fiduciary obligations.
Notwithstanding that any instances of conflict of interest exist due to any historical reasons, adequate and full disclosure by the interested officer should be made to the Company. It is also incumbent upon every Officer to make a full disclosure of any interest which the Officer or the Officer’s immediate family, which would include parents, spouse and children, may have in a company or firm which is a supplier, customer, distributor of or has other business dealings with the Company. If an Officer fails to make a disclosure as required herein, and the Company of its own accord becomes aware of an instance of conflict of interest that ought to have been disclosed by the Officer, the Company would take a serious view of the matter and consider suitable disciplinary action against the Officer.
The Company feels that serving on the Board of directors of other companies may raise substantial concerns about potential conflict of interest and therefore all directors shall report / disclose such relationships to the Board on an annual basis and whenever any change arises. It is felt that service on the Board of a direct competitor is not in the interest of the Company. Hence all the Directors are barred in accepting such position without the concurrence of the Board.
Public representation and confidentiality of information
The Company honors the information requirement of the public and its stakeholders. In all its public appearance with respect to disclosing information in relation to the Company’s activities to public constituencies such as the media, the financial community, employees and shareholders, the Company shall be represented only by specifically authorized Officers.
Any information concerning the Company’s business, its customers, suppliers, etc. to which the Officers have access or which is possessed by the Officers, must be considered privileged and confidential and should be held in confidence at all times, and should not be disclosed to any person, unless (i) authorized by the Board or (ii) the same is part of the public domain at the time of disclosure’ or (iii) is required to be disclosed in accordance with applicable laws.
Every Officer shall, in his business conduct, comply with all applicable laws, rules and regulations, both in letter and in spirit, in all the territories in which he operates. If the ethical and professional standards set out in the applicable laws and regulations are below that of the Code, then the standards of the Code shall prevail.
Protection of assets
The Officers shall use best endeavors to protect Company’s assets and property, ensure its efficient use and shall not derive any personal benefit (including without Limitation through the use of Company’s property, assets, information of position) except that which they are lawfully entitled to.
Environment, Health & Safety policy
We take environmental consciousness a step further as a company. We believe that directors / employees of the Company are environment conscious and contribute to preserving nature as well as safety measures in own respective work areas. All of us are responsible for conducting safe and environmentally sound operations; this is in the interest of our own well being and the quality of life of others. You shall abide by this policy.
The Board of Directors shall oversee the Company’s adherence to ethical and legal standards. All employees and members of the Board of Directors shall undertake to stop or prevent actions that could harm reputation of the Company and to report such actions as soon as they occur to take corrective steps and see that such actions are not repeated.
Duties of Independent Directors (As Per Schedule IV of the Companies Act, 2013)
The independent directors shall—
(1) undertake appropriate induction and regularly update and refresh their skills, knowledge and familiarity with the Company;
(2) seek appropriate clarification or amplification of information and, where necessary, take and follow appropriate professional advice and opinion of outside experts at the expense of the Company;
(3) strive to attend all meetings of the Board of Directors and of the Board committees of which he is a member;
(4) participate constructively and actively in the committees of the Board in which they are chairpersons or members;
(5) strive to attend the General Meetings of the Company;
(6) where they have concerns about the running of the Company or a proposed action, ensure that these are addressed by the Board and, to the extent that they are not resolved, insist that their concerns are recorded in the minutes of the Board meeting;
(7) keep themselves well informed about the Company and the external environment in which it operates;
(8) not to unfairly obstruct the functioning of an otherwise proper Board or Committee of the Board;
(9) pay sufficient attention and ensure that adequate deliberations are held before approving related party transactions and assure themselves that the same are in the interest of the Company;
(10) ascertain and ensure that the Company has an adequate and functional vigil mechanism and to ensure that the interests of a person who uses such mechanism are not prejudicially affected on account of such use;
(11) report concerns about unethical behaviour, actual or suspected fraud or violation of the Company’s code of conduct or ethics policy;
(12) acting within his authority, assist in protecting the legitimate interests of the Company, shareholders and its employees;
(13) not disclose confidential information, including commercial secrets, technologies, advertising and sales promotion plans, unpublished price sensitive information, unless such disclosure is expressly approved by the Board or required by law.
Amendments to the code
The provisions of this Code can be amended and modified by the Board of Directors of the Company from time to time and all such amendments and modifications shall take effect from the date stated therein. All Officers shall be duly informed of such amendments and modifications.
Enforcement of code of conduct
Each Officer shall be accountable for fully complying with this Code.
Consequences of Non-compliance of this code
In case of breach of this Code by the Non Whole Time Directors, the same may be considered by the Board for initiating appropriate action, as deemed necessary.
In case of breach of this Code by the Whole Time Directors and Senior Management Personnel, the same shall be liable to disciplinary action by the Company.
Fair practice code
In consonance with the guidelines issued by the RBI, the Company also adheres with the Fair Practice Code.
- Corporate Governance Report : 31.03.2017
- Corporate Governance Report : 31.12.2016
- Corporate Governance Report : 30.09.2016
- Corporate Governance Report : 30.06.2016
- Corporate Governance Report : 31.03.2016
- Corporate Governance Report : 30.12.2015
- Corporate Governance Report : 30.09.2015
- Corporate Governance Report : 30.06.2015
- Corporate Governance Report : 31.03.2015 (Letter)
- Corporate Governance Report : 31.12.2014 (Letter)
- Corporate Governance Report : 30.09.2014
- Corporate Governance Report : 30.06.2014
- Corporate Governance Report : 30.09.2013
- Corporate Governance Report : 30.06.2013
- Corporate Governance Report : 31.03.2013
- Corporate Governance Report : 31.12.2012
- Corporate Governance Report : 30.09.2012
- Corporate Governance Report : 30.06.2012
Shareholding pattern 31st March, 2017 Download
Shareholding pattern 31st DECEMBER, 2016 Download
Shareholding pattern 30st SEPTEMBER, 2016 Download
Shareholding pattern 30st JUNE, 2016 Download
Shareholding pattern 31st MARCH, 2016 Download
Shareholding pattern 31st DECEMBER, 2015 Download
Share Holding Pattern 30th September 2015 Download
Share Holding Pattern 30th June 2015 Download
Share Holding Pattern 31st March 2015 Download
Share Holding Pattern 31st December 2014 Download
Share Holding Pattern 30th Sep 2014 Download
Share Holding Pattern 30th June 2014 Download
Share Holding Pattern 31st March 2014 Download
Share Holding Pattern 31st December 2013 Download
Share Holding Pattern 30th Sep 2013 Download
Share Holding Pattern 30th June 2013 Download
Share Holding Pattern 31st March 2013 Download
Share Holding Pattern 31st December 2012 Download
Share Holding Pattern 30th Sep 2012 Download
Share Holding Pattern 30th June 2012 Download
Terms and conditions of appointment of Independent Director
(1) Period of Appointment: 5 (Five) Years
(2) Role and functions: The role and functions of Independent Directors in the Board shall comprise of the following:
- To help in bringing an independent judgment to bear on the Board’s deliberations especially on issues of strategy, performance, risk management, resources, key appointments and standards of conduct;
- To bring an objective view in the evaluation of the performance of board and management;
- To scrutinize the performance of management in meeting agreed goals and objectives and monitor the reporting of performance;
- To satisfy him/her on the integrity of financial information and that financial controls and the systems of risk management are robust and defensible;
- To safeguard the interests of all stakeholders, particularly the minority shareholders;
- To balance the conflicting interest of the stakeholders;
- To determine appropriate levels of remuneration of executive directors, key managerial personnel and senior management and have a prime role in appointing and where necessary recommend removal of executive directors, key managerial personnel and senior management;
- Moderate and arbitrate in the interest of the company as a whole, in situations of conflict between management and shareholder’s interest.
(3) Independent Directors shall be taking sufficient care to perform duties specified in the Code for Independent Directors under Schedule IV of the Companies Act, 2013 (including any modification or reenactment of the same) and other applicable statutory provisions that come with such an appointment along-with accompanying liabilities.
(4) Independent Directors shall abide by the Code of Conduct as laid down by the Company or any amendment thereof and the Code of Business Ethics as may be formulated by the Board that the Company expects its directors and employees to follow.
(5) Independent Directors shall follow the professional conduct as an Independent Director of the Company as indicated below:
a. Uphold ethical standards of integrity and probity;
b. Exercise his/her responsibility in a bona fide manner in the interest of the Company;
c. Refrain from any action that would lead to loss of independence;
d. Assist the company in implementing the best corporate governance practices.
(6) Independent Directors shall give annual declaration as required under the provision of Section 149 (7) of the Companies Act, 2013 and the rules made thereunder.
(7) So long as they are an independent director of the Company, the number of companies in which they hold office as a director or a chairman or committee member shall not exceed the limit stipulated under the Companies Act, 2013.
(8) Independent Directors shall not disclose the information acquired during his/her period of appointment as an Independent Director which are confidential to the Company and should not be disclosed either during his / her period of appointment or following termination (by whatever means) to third parties except as permitted by law and with prior approval of the Company.
N/P Notice Board Meeting (English) 10.01.2017 – Download
N/P Notice Board Meeting (Hindi) 10.01.2017 – Download
N/P Notice Board Meeting (English) 13.10.2016 – Download
N/P Notice Board Meeting (Hindi) 13.10.2016 – Download
N/P Notice Board Meeting (Hindi) 30.07.2016 – Download
N/P Notice Board Meeting (English) 30.07.2016 – Download
N/P Notice Board Meeting (English) 21.01.2016 – Download
N/P Notice Board Meeting (Hindi) 21.01.2016 – Download
N/P (English) Notice B.M. May 14, 2016 – Download
N/P (Hindi) Notice B.M. May 14, 2016 – Download
N/P (Hindi) Notice AGM June 4, 2016 – Download
N/P (English) Notice AGM June 4, 2016 – Download
Newspaper Notice Postal ballot 2015 – Download
Newspaper Notice AGM 2014-15 – Download
- OUTCOME OF BOARD MEETING – 03.05.2017
- OUTCOME OF BOARD MEETING – 19.01.2017
- OUTCOME OF BOARD MEETING – 14.05.2016
- OUTCOME OF BOARD MEETING – 30.07.2016
- OUTCOME OF BOARD MEETING – 22.10.2016
- Disclosure of Material Information — 03.05.2017
- Disclosure of Material Information — 22.10.2016
- Disclosure of Material Information — 27.10.2016