General information about company | |
| Scrip code | 526125 |
| NSE Symbol | NOTLISTED |
| MSEI Symbol | NOTLISTED |
| ISIN | INE00HZ01011 |
| Name of the entity | BN HOLDINGS LIMITED |
| Date of start of financial year | 01-04-2023 |
| Date of end of financial year | 31-03-2024 |
| Reporting Quarter | Yearly |
| Date of Report | 31-03-2024 |
| Risk management committee | Not Applicable |
| Market Capitalisation as per immediate previous Financial Year | Any other |
Annexure I | |||||||||||||||||||||||||
Annexure I to be submitted by listed entity on quarterly basis | |||||||||||||||||||||||||
I. Composition of Board of Directors | |||||||||||||||||||||||||
| Disclosure of notes on composition of board of directors explanatory | Textual Information(1) | ||||||||||||||||||||||||
| Whether the listed entity has a Regular Chairperson | No | ||||||||||||||||||||||||
| Whether Chairperson is related to MD or CEO | No | ||||||||||||||||||||||||
| Sr | Title (Mr / Ms) | Name of the Director | PAN | DIN | Category 1 of directors | Category 2 of directors | Category 3 of directors | Date of Birth | |||||||||||||||||
| 1 | Mr | ANUBHAV AGARWAL | AIUPA9614J | 02809290 | Executive Director | Chairperson | CEO-MD | 31-08-1988 | |||||||||||||||||
| 2 | Mr | ASHUTOSH SHARMA | BGRPS0012G | 09501382 | Non-Executive - Non Independent Director | Not Applicable | 21-06-1981 | ||||||||||||||||||
| 3 | Mrs | SHALU SARAF | DEWPS1638B | 07794916 | Non-Executive - Independent Director | Not Applicable | 05-12-1992 | ||||||||||||||||||
| 4 | Mr | RAKESH KUMAR VERMA | ABNPV2527R | 09678733 | Non-Executive - Independent Director | Not Applicable | 02-10-1957 | ||||||||||||||||||
I. Composition of Board of Directors | |||||||||||||||||||||||||
Disqualification of Directors under section 164 of the Companies Act, 2013 | |||||||||||||||||||||||||
| Sr | Whether the director is disqualified? | Start Date of disqualification | End Date of disqualification | Details of disqualification | Current status | ||||||||||||||||||||
| 1 | No | Active | |||||||||||||||||||||||
| 2 | No | Active | |||||||||||||||||||||||
| 3 | No | Active | |||||||||||||||||||||||
| 4 | No | Active | |||||||||||||||||||||||
I. Composition of Board of Directors | |||||||||||||||||||||||||||
| Sr | Whether special resolution passed? [Refer Reg. 17(1A) of Listing Regulations] | Date of passing special resolution | Initial Date of appointment | Date of Re-appointment | Date of cessation | Tenure of director (in months) | No of Directorship in listed entities including this listed entity (Refer Regulation 17A of Listing Regulations) | No of Independent Directorship in listed entities including this listed entity [with reference to proviso to regulation 17A(1) & 17A(2)] | Number of memberships in Audit/ Stakeholder Committee(s) including this listed entity (Refer Regulation 26(1) of Listing Regulations) | No of post of Chairperson in Audit/ Stakeholder Committee held in listed entities including this listed entity (Refer Regulation 26(1) of Listing Regulations) | Reason for Cessation | Notes for not providing PAN | Notes for not providing DIN | ||||||||||||||
| 1 | NA | 30-12-2022 | 1 | 0 | 3 | 0 | |||||||||||||||||||||
| 2 | NA | 01-11-2023 | 1 | 0 | 1 | 0 | |||||||||||||||||||||
| 3 | NA | 02-02-2023 | 13.29 | 1 | 1 | 1 | 0 | ||||||||||||||||||||
| 4 | NA | 02-02-2023 | 13.29 | 1 | 1 | 2 | 2 | ||||||||||||||||||||
Text Block | |
| Textual Information(1) |
As per regulation 27(2) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015,(Listing Regulations) the listed entity shall submit quarterly compliance report on corporate governance in the format as specified by the Board from time to time to the Recognized Stock Exchange(s) within twenty-one days from close of the quarter.
However, as per the Regulation 15(2) of Listing Regulations, the provisions of regulation 17, 18, 19, 20, 21, 22, 23, 24, 25, 26, 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 Obligation and Disclosure Requirements) Regulations, 2015 shall not apply, in respect of
The listed entity having paid up equity share capital not exceeding rupees Ten Crore and net worth not exceeding Rupees Twenty Five Crore, as on the last day of previous financial year; Provided that where the provisions of regulations 17 to 27, clauses (b) to (i) and (t) of sub-regulation (2) of regulation 46 and para C, D and E of Schedule V become applicable to a listed entity at a later date, it shall ensure compliance with the same within six months from such date
(b) The listed entity which has listed its specified securities on the SME Exchange.
In lieu of above provisions, this is to inform that the paid up equity share capital and net worth of BN Holdings Limited as on March 31, 2023 was Rs. 9,89,83,000/- and Rs. - 55,02,989/- respectively.
We would like to further inform your good office that the paid up equity share capital and net worth of BN Holdings Limited as on March 31, 2024 was Rs. 9,89,83,000/- and Rs 71,07,78,179.07/- respectively.
Hence, the corporate governance provisions as specified in Securities and Exchange Board of India (Listing Obligation and Disclosure Requirements) Regulations, 2015 are not prima-facie applicable to our company as the paid up capital and net worth of the company, as on the last day of financial year does not exceed the prescribed threshold limit.
We would like to bring in your kind notice that the company has filed the Corporate Governance Report for the quarter and year ended March 31, 2024 more as a matter of precaution and disclosure and we request you to treat the same accordingly and not as the compliance mandated by the Regulation referred above.
We request your good office to take on record the exemption from corporate governance provisions for the quarter and year ended on March 31, 2024 and confirm.
|
Audit Committee Details | |||||||
| Whether the Audit Committee has a Regular Chairperson | Yes | ||||||
| Sr | DIN Number | Name of Committee members | Category 1 of directors | Category 2 of directors | Date of Appointment | Date of Cessation | Remarks |
| 1 | 02809290 | ANUBHAV AGARWAL | Executive Director | Member | 31-12-2022 | ||
| 2 | 07794916 | SHALU SARAF | Non-Executive - Independent Director | Member | 02-02-2023 | ||
| 3 | 09678733 | RAKESH KUMAR VERMA | Non-Executive - Independent Director | Chairperson | 02-02-2023 | Textual Information(1) | |
Sr Text Block | |
| Textual Information(1) |
With reference to captioned subject, your good office email dated April 27, 2024, and the corporate governance report filed on April 20, 2024 by the company for the quarter and year ended on March 31, 2024, please note that we have stated in the sub-tab of the report i.e. Annexure-1 Composition of Board of Directors, that Mr. Rakesh Kumar Verma is the chairperson in 2 committees in the column No of post of Chairperson in Audit/ Stakeholder Committee held in listed entities including this listed entity (Refer Regulation 26(1) of Listing Regulations).
However, in another sub-tab of the report i.e. Annexure-1 Composition of Committees under the details of Audit Committee instead of selecting the Chairperson from the drop-down given under Category 2 director inadvertently, in Member was selected before the name of the Non-executive Independent Director Mr. Rakesh Kumar Verma.
We hereby inform your good office that during the quarter ended March 31, 2024 Mr. Rakesh Kumar Verma, Non-executive Independent Director was the chairperson of the Audit Committee. This is the revise Corporate Governance Report filed today i.e. 29.04.2024 in reply to the email dated April 27, 2024 received from exchange i.e. BSE Limited |
Nomination and remuneration committee | |||||||
| Whether the Nomination and remuneration committee has a Regular Chairperson | Yes | ||||||
| Sr | DIN Number | Name of Committee members | Category 1 of directors | Category 2 of directors | Date of Appointment | Date of Cessation | Remarks |
| 1 | 09501382 | ASHUTOSH SHARMA | Non-Executive - Non Independent Director | Member | 01-11-2023 | ||
| 2 | 07794916 | SHALU SARAF | Non-Executive - Independent Director | Member | 02-02-2023 | ||
| 3 | 09678733 | RAKESH KUMAR VERMA | Non-Executive - Independent Director | Chairperson | 02-02-2023 | ||
Stakeholders Relationship Committee | |||||||
| Whether the Stakeholders Relationship Committee has a Regular Chairperson | Yes | ||||||
| Sr | DIN Number | Name of Committee members | Category 1 of directors | Category 2 of directors | Date of Appointment | Date of Cessation | Remarks |
| 1 | 02809290 | ANUBHAV AGARWAL | Executive Director | Member | 31-12-2022 | ||
| 2 | 09678733 | RAKESH KUMAR VERMA | Non-Executive - Independent Director | Chairperson | 02-02-2023 | ||
| 3 | 09501382 | ASHUTOSH SHARMA | Non-Executive - Non Independent Director | Member | 01-11-2023 | ||
Risk Management Committee | |||||||
| Whether the Risk Management Committee has a Regular Chairperson | |||||||
| Sr | DIN Number | Name of Committee members | Category 1 of directors | Category 2 of directors | Date of Appointment | Date of Cessation | Remarks |
Corporate Social Responsibility Committee | |||||||
| Whether the Corporate Social Responsibility Committee has a Regular Chairperson | |||||||
| Sr | DIN Number | Name of Committee members | Category 1 of directors | Category 2 of directors | Date of Appointment | Date of Cessation | Remarks |
Other Committee | ||||||
| Sr | DIN Number | Name of Committee members | Name of other committee | Category 1 of directors | Category 2 of directors | Remarks |
Annexure 1 | ||||||||
Annexure 1 | ||||||||
III. Meeting of Board of Directors | ||||||||
| Disclosure of notes on meeting of board of directors explanatory | ||||||||
| Sr | Date(s) of meeting (if any) in the previous quarter | Date(s) of meeting (if any) in the current quarter | Maximum gap between any two consecutive (in number of days) | Notes for not providing Date | Whether requirement of Quorum met (Yes/No) | Total Number of Directors as on date of the meeting | Number of Directors present* (All directors including Independent Director) | No. of Independent Directors attending the meeting* |
| 1 | 27-10-2023 | Yes | 4 | 4 | 2 | |||
| 2 | 09-11-2023 | 12 | Yes | 4 | 4 | 2 | ||
| 3 | 25-01-2024 | 76 | Yes | 4 | 3 | 2 | ||
Annexure 1 | ||||||||||
IV. Meeting of Committees | ||||||||||
| Disclosure of notes on meeting of committees explanatory | ||||||||||
| Sr | Name of Committee | Date(s) of meeting (Enter dates of Previous quarter and Current quarter in chronological order) | Maximum gap between any two consecutive (in number of days) | Name of other committee | Reson for not providing date | Whether requirement of Quorum met (Yes/No) | Total Number of Directors in the Committee as on date of the meeting | Number of Directors Present (All Directors including Independent Director) | No. of Independent Directors attending the meeting* | No. of members attending the meeting (other than Board of Directors) |
| 1 | Audit Committee | 27-10-2023 | Yes | 3 | 3 | 2 | 0 | |||
| 2 | Audit Committee | 25-01-2024 | 89 | Yes | 3 | 3 | 2 | 0 | ||
| 3 | Stakeholders Relationship Committee | 27-10-2023 | Yes | 3 | 3 | 1 | 0 | |||
| 4 | Stakeholders Relationship Committee | 25-01-2024 | 89 | Yes | 3 | 2 | 1 | 0 | ||
| 5 | Nomination and remuneration committee | 27-10-2023 | Yes | 3 | 3 | 2 | 0 | |||
Annexure 1 | |||
V. Related Party Transactions | |||
| Sr | Subject | Compliance status (Yes/No/NA) | If status is “No” details of non-compliance may be given here. |
| 1 | Whether prior approval of audit committee obtained | Yes | |
| 2 | Whether shareholder approval obtained for material RPT | Yes | |
| 3 | Whether details of RPT entered into pursuant to omnibus approval have been reviewed by Audit Committee | Yes | |
| Disclosure of notes on related party transactions | Textual Information(1) | ||
Text Block | |
| Textual Information(1) | Please note that the corporate governance provisions as specified in
Securities and Exchange Board of India (Listing Obligation and Disclosure Requirements)
Regulations, 2015 are not prima-facie applicable to our company as the
paid up capital and net worth of the company, both as on the last day of
financial year does not exceed the prescribed threshold limit. However, the company takes the prior approval of Audit Committee and Shareholder approval wherever required for undertaking any related party transactions. |
Annexure 1 | |||
VI. Affirmations | |||
| Sr | Subject | Compliance status (Yes/No) | |
| 1 | The composition of Board of Directors is in terms of SEBI (Listing obligations and disclosure requirements) Regulations, 2015 | Yes | |
| 2 | The composition of the following committees is in terms of SEBI(Listing obligations and disclosure requirements) Regulations, 2015 a. Audit Committee | Yes | |
| 3 | The composition of the following committees is in terms of SEBI(Listing obligations and disclosure requirements) Regulations, 2015. b. Nomination & remuneration committee | Yes | |
| 4 | The composition of the following committees is in terms of SEBI(Listing obligations and disclosure requirements) Regulations, 2015. c. Stakeholders relationship committee | Yes | |
| 5 | The composition of the following committees is in terms of SEBI(Listing obligations and disclosure requirements) Regulations, 2015. d. Risk management committee (applicable to the top 1000 listed entities) | NA | |
| 6 | The committee members have been made aware of their powers, role and responsibilities as specified in SEBI (Listing obligations and disclosure requirements) Regulations, 2015. | Yes | |
| 7 | The meetings of the board of directors and the above committees have been conducted in the manner as specified in SEBI (Listing obligations and disclosure requirements) Regulations, 2015. | Yes | |
| 8 | This report and/or the report submitted in the previous quarter has been placed before Board of Directors. | Yes | |
| 9 | Any comments/observations/advice of Board of Directors may be mentioned here: | Textual Information(1) | |
Annexure 1 | ||
| Sr | Subject | Compliance status |
| 1 | Name of signatory | REETIKA MAHENDRA |
| 2 | Designation | Company Secretary and Compliance Officer |
Text Block | |
| Textual Information(1) | As per Regulation 15 of SEBI (Listing Obligation and Disclosure Requirements), 2015, the provisions of regulation 17, 18, 19, 20, 21, 22, 23, 24, 25, 26, 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 Obligation and Disclosure Requirements) Regulations, 2015 shall not apply on the company. Accordingly, for the quareter ended December 31, 2023, the company has submitted the Letter of Non-Applicability of Corporate Governance to the exchange. |
Annexure II | ||||
Annexure II to be submitted by listed entity at the end of the financial year (for the whole of financial year) | ||||
I. Disclosure on website in terms of Listing Regulations | ||||
| Sr | Item | Compliance status (Yes/No/NA) | If status is “No” details of non-compliance may be given here. | Web address |
| 1 | Details of business | Yes | https://www.bn-holdings.com/home.php | |
| 2 | Terms and conditions of appointment of independent directors | Yes | https://www.bn-holdings.com/other_detail.php?id=4 | |
| 3 | Composition of various committees of board of directors | Yes | https://www.bn-holdings.com/corpannouncement.php | |
| 4 | Code of conduct of board of directors and senior management personnel | Yes | https://www.bn-holdings.com/other_detail.php?id=4 | |
| 5 | Details of establishment of vigil mechanism/ Whistle Blower policy | Yes | https://www.bn-holdings.com/other_detail.php?id=4 | |
| 6 | Criteria of making payments to non-executive directors | Yes | https://www.bn-holdings.com/other_detail.php?id=4 | |
| 7 | Policy on dealing with related party transactions | Yes | https://www.bn-holdings.com/other_detail.php?id=4 | |
| 8 | Policy for determining ‘material’ subsidiaries | NA | ||
| 9 | Details of familiarization programmes imparted to independent directors | Yes | https://www.bn-holdings.com/other_detail.php?id=4 | |
| 10 | Email address for grievance redressal and other relevant details | Yes | https://www.bn-holdings.com/investor-contact.php | |
| 11 | Contact information of the designated officials of the listed entity who are responsible for assisting and handling investor grievances | Yes | https://www.bn-holdings.com/investor-contact.php | |
| 12 | Financial results | Yes | https://www.bn-holdings.com/other_detail.php?id=2 | |
| 13 | Shareholding pattern | Yes | https://www.bn-holdings.com/other_detail.php?id=1 | |
| 14 | Details of agreements entered into with the media companies and/or their associates | NA | ||
Annexure II | ||||
Annexure II to be submitted by listed entity at the end of the financial year (for the whole of financial year) | ||||
I. Disclosure on website in terms of Listing Regulations | ||||
| Sr | Item | Compliance status (Yes/No/NA) | If status is “No” details of non-compliance may be given here. | Web address |
| 15.1 | Schedule of analyst or institutional investor meet and presentations made by the listed entity to analysts or institutional investors simultaneously with submission to stock exchange | NA | ||
| 15.2 | Audio or video recordings and transcripts of post earnings/quarterly calls | NA | ||
| 16 | New name and the old name of the listed entity | Yes | https://www.bn-holdings.com/home.php | |
| 17 | Advertisements as per regulation 47 (1) | Yes | https://www.bn-holdings.com/corpannouncement.php | |
| 18 | Credit rating or revision in credit rating obtained | NA | ||
| 19 | Separate audited financial statements of each subsidiary of the listed entity in respect of a relevant financial year | NA | ||
| 20 | Secretarial Compliance Report | NA | ||
| 21 | Materiality Policy as per Regulation 30 (4) | Yes | https://www.bn-holdings.com/pdf/policy/12-Policy%20for%20determining%20Materiality%20of%20an%20Events%20%20Information..pdf | |
| 22 | Disclosure of contact details of KMP who are authorized for the purpose of determining materiality as required under regulation 30(5) | Yes | https://www.bn-holdings.com/investor-contact.php | |
| 23 | Disclosures under regulation 30(8) | Yes | https://www.bn-holdings.com/corpannouncement.php | |
| 24 | Statements of deviation(s) or variations(s) as specified in regulation 32 | Yes | https://www.bn-holdings.com/other_detail.php?id=2 | |
| 25 | Dividend Distribution policy as per Regulation 43A(1) | NA | ||
| 26 | Annual return as provided under section 92 of the Companies Act, 2013 | Yes | https://www.bn-holdings.com/other_detail.php?id=3 | |
| 27 | Confirmation that the above disclosures are in a separate section as specified in regulation 46(2) | Yes | https://www.bn-holdings.com/home.php# | |
| 28 | Compliance with regulation 46(3) with respect to accuracy of disclosures on the website and timely updating | Yes | https://www.bn-holdings.com/home.php# | |
| Disclosure of notes on website in terms of Listing Regulations explanatory [Text Block] | Textual Information(1) | |||
Text Block | |
| Textual Information(1) | Please note that the corporate governance provisions as specified in
Securities and Exchange Board of India (Listing Obligation and Disclosure Requirements)
Regulations, 2015 are not prima-facie applicable to our company as the
paid up capital and net worth of the company, as on the last day of financial
year does not exceed the prescribed threshold limit. As per Regulation 15 of Listing Regulations, the clauses (b) to (i) and (t) of sub-regulation (2) of
regulation 46 of Listing Regulations are not applicable on the company. |
Annexure II | ||||
II. Annual Affirmations | ||||
| Sr | Particulars | Regulation Number | Compliance status (Yes/No/NA) | If status is “No” details of non-compliance may be given here. |
| 1 | Independent director(s) have been appointed in terms of specified criteria of ‘independence’ and/or ‘eligibility’ | 16(1)(b) & 25(6) | Yes | |
| 2 | Board composition | 17(1), 17(1A) & 17(1C), 17(1D) & 17(1E) | Yes | |
| 3 | Meeting of Board of directors | 17(2) | Yes | |
| 4 | Quorum of Board meeting | 17(2A) | Yes | |
| 5 | Review of Compliance Reports | 17(3) | Yes | |
| 6 | Plans for orderly succession for appointments | 17(4) | NA | |
| 7 | Code of Conduct | 17(5) | Yes | |
| 8 | Fees/compensation | 17(6) | Yes | |
| 9 | Minimum Information | 17(7) | Yes | |
| 10 | Compliance Certificate | 17(8) | Yes | |
Annexure II | ||||
II. Annual Affirmations | ||||
| Sr | Particulars | Regulation Number | Compliance status (Yes/No/NA) | If status is “No” details of non-compliance may be given here. |
| 11 | Risk Assessment & Management | 17(9) | NA | |
| 12 | Performance Evaluation of Independent Directors | 17(10) | Yes | |
| 13 | Recommendation of Board | 17(11) | Yes | |
| 14 | Maximum number of Directorships | 17A | Yes | |
| 15 | Composition of Audit Committee | 18(1) | Yes | |
| 16 | Meeting of Audit Committee | 18(2) | Yes | |
| 17 | Role of Audit Committee and information to be reviewed by the audit committee | 18(3) | Yes | |
| 18 | Composition of nomination & remuneration committee | 19(1) & (2) | Yes | |
| 19 | Quorum of Nomination and Remuneration Committee meeting | 19(2A) | Yes | |
| 20 | Meeting of Nomination and Remuneration Committee | 19(3A) | Yes | |
Annexure II | ||||
II. Annual Affirmations | ||||
| Sr | Particulars | Regulation Number | Compliance status (Yes/No/NA) | If status is “No” details of non-compliance may be given here. |
| 21 | Role of Nomination and Remuneration Committee | 19(4) | Yes | |
| 22 | Composition of Stakeholder Relationship Committee | 20(1), 20(2) & 20(2A) | Yes | |
| 23 | Meeting of Stakeholders Relationship Committee | 20(3A) | Yes | |
| 24 | Role of Stakeholders Relationship Committee | 20(4) | Yes | |
| 25 | Composition and role of risk management committee | 21(1),(2),(3),(4) | NA | |
| 26 | Meeting of Risk Management Committee | 21(3A) | NA | |
| 27 | Quorum of Risk Management Committee meeting | 21(3B) | NA | |
| 28 | Gap between the meetings of the Risk Management Committee | 21(3C) | NA | |
| 29 | Vigil Mechanism | 22 | Yes | |
| 30 | Policy for related party Transaction | 23(1), (1A), (5), (6), & (8) | Yes | |
Annexure II | ||||
II. Annual Affirmations | ||||
| Sr | Particulars | Regulation Number | Compliance status (Yes/No/NA) | If status is “No” details of non-compliance may be given here. |
| 31 | Prior or Omnibus approval of Audit Committee for all related party transactions | 23(2), (3) | Yes | |
| 32 | Approval for material related party transactions | 23(4) | Yes | |
| 33 | Disclosure of related party transactions on consolidated basis | 23(9) | Yes | |
| 34 | Composition of Board of Directors of unlisted material Subsidiary | 24(1) | NA | |
| 35 | Other Corporate Governance requirements with respect to subsidiary of listed entity | 24(2),(3),(4),(5) & (6) | NA | |
| 36 | Alternate Director to Independent Director | 25(1) | NA | |
| 37 | Maximum Tenure | 25(2) | Yes | |
| 38 | Appointment, Re-appointment or removal of an Independent Director through special resolution or the alternate mechanism | 25(2A) | Yes | |
| 39 | Meeting of independent directors | 25(3) & (4) | Yes | |
| 40 | Familiarization of independent directors | 25(7) | Yes | |
Annexure II | ||||
II. Annual Affirmations | ||||
| Sr | Particulars | Regulation Number | Compliance status (Yes/No/NA) | If status is “No” details of non-compliance may be given here. |
| 41 | Declaration from Independent Director | 25(8) & (9) | Yes | |
| 42 | Directors and Officers insurance | 25(10) | NA | |
| 43 | Confirmation with respect to appointment of Independent Directors who resigned from the listed entity | 25(11) | NA | |
| 44 | Memberships in Committees | 26(1) | Yes | |
| 45 | Affirmation with compliance to code of conduct from members of Board of Directors and Senior management personnel | 26(3) | Yes | |
| 46 | Disclosure of Shareholding by Non-Executive Directors | 26(4) | Yes | |
| 47 | Policy with respect to Obligations of directors and senior management | 26(2) & 26(5) | Yes | |
| 48 | Approval of the Board and shareholders for compensation or profit sharing in connection with dealings in the securities of the listed entity | 26(6) | Yes | |
| 49 | Vacancies in respect Key Managerial Personnel | 26A(1) & 26A(2) | NA | |
| Any other information to be provided | Textual Information(1) | |||
Text Block | |||
| Textual Information(1) | Please note that the corporate governance provisions as specified in Securities and Exchange Board of India (Listing Obligation and Disclosure Requirements) Regulations, 2015 are not prima-facie applicable to our company as the paid up capital and net worth of the company, as on the last day of financial year does not exceed the prescribed threshold limit. | ||
Annexure II | ||
| 1 | Name of signatory | REETIKA MAHENDRA |
| 2 | Designation | Company Secretary and Compliance Officer |
Annexure II | |||
III. Affirmations | Sr | Particulars | Compliance status (Yes/No/NA) |
| 1 | The Listed Entity has approved Material Subsidiary Policy and the Corporate Governance requirements with respect to subsidiary of Listed Entity have been complied | NA | |
| Any other information to be provided | Textual Information(1) | ||
Text Block | |||
| Textual Information(1) | Please note that the corporate governance provisions as specified in Securities and Exchange Board of India (Listing Obligation and Disclosure Requirements) Regulations, 2015 are not prima-facie applicable to our company as the paid up capital and net worth of the company, as on the last day of financial year does not exceed the prescribed threshold limit. | ||
Annexure II | ||
| 1 | Name of signatory | REETIKA MAHENDRA |
| 2 | Designation | Company Secretary and Compliance Officer |
Additional Half yearly Disclosure | |||||||
| Applicability of disclosure | Not Applicable | ||||||
| Reason for Non Applicability | Textual Information(1) | ||||||
Text Block | |
| Textual Information(1) |
As per regulation 27(2) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015,(Listing Regulations) the listed entity shall submit quarterly compliance report on corporate governance in the format as specified by the Board from time to time to the Recognized Stock Exchange(s) within twenty-one days from close of the quarter.
However, as per the Regulation 15(2) of Listing Regulations, the provisions of regulation 17, 18, 19, 20, 21, 22, 23, 24, 25, 26, 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 Obligation and Disclosure Requirements) Regulations, 2015 shall not apply, in respect of The listed entity having paid up equity share capital not exceeding rupees Ten Crore and net worth not exceeding Rupees Twenty Five Crore, as on the last day of previous financial year; Provided that where the provisions of regulations 17 to 27, clauses (b) to (i) and (t) of sub-regulation (2) of regulation 46 and para C, D and E of Schedule V become applicable to a listed entity at a later date, it shall ensure compliance with the same within six months from such date
(b) The listed entity which has listed its specified securities on the SME Exchange.
In lieu of above provisions, this is to inform that the paid up equity share capital and net worth of BN Holdings Limited as on March 31, 2023 was Rs. 9,89,83,000/- and Rs. - 55,02,989/- respectively.
We would like to further inform your good office that the paid up equity share capital and net worth of BN Holdings Limited as on March 31, 2024 was Rs. 9,89,83,000/- and Rs 71,07,78,179.07/- respectively.
Hence, the corporate governance provisions as specified in Securities and Exchange Board of India (Listing Obligation and Disclosure Requirements) Regulations, 2015 are not prima-facie applicable to our company as the paid up capital and net worth of the company, as on the last day of financial year does not exceed the prescribed threshold limit.
We would like to bring in your kind notice that the company has filed the Corporate Governance Report for the quarter and year ended March 31, 2024 more as a matter of precaution and disclosure and we request you to treat the same accordingly and not as the compliance mandated by the Regulation referred above.
We request your good office to take on record the exemption from corporate governance provisions for the quarter and year ended on March 31, 2024 and confirm.
|
Details of Cyber security incidence | ||
| Whether as per Regulation 27(2)(ba) of SEBI (LODR) Regulations, 2015 there has been cyber security incidents or breaches or loss of data or documents during the quarter | No | |
| Number of cyber security incidence or breaches or loss of data event occurred during the quarter | ||
| Sr. | Date of the event | Brief details of the event |
Signatory Details | |
| Name of signatory | REETIKA MAHENDRA |
| Designation of person | Company Secretary and Compliance Officer |
| Place | MUMBAI |
| Date | 29-04-2024 |