Home  »  Company  »  BLB Ltd.  »  Quotes  »  Directors Report
Enter the first few characters of Company and click 'Go'

Directors Report of BLB Ltd.

Mar 31, 2015

Dear Members,

The Directors take immense pleasure in presenting their Thirty Fourth Annual Report together with the Audited Statement of Accounts of BLB Limited ("the Company") and its subsidiaries for the year ended March 31, 2015.

STATE OF COMPANY'S AFFAIRS

Financial Year 2014-15 has been a good year for the Indian Capital Markets and for your Company also which is evident from the comparative financial performance. The Company's trading and investment division has been performing well in tune with the market. The Company is trying to re-establish itself in the jobbing and arbitrage segment which is full of challenges. Your Company is also exploring various other segments and sectors for developing new business avenues. The future of the segment in which the Company operates is full of challenges and hence the Company has diversified its business through investment in subsidiary companies. Your Company has made substantial investment in subsidiary companies for undertaking imports, exports, domestic trading in agri commodities.

FINANCIAL PERFORMANCE

The summarized standalone and consolidated results of your Company and its subsidiaries are given in the table below.

(Rs.in lacs)

PARTICULARS Financial Yead Ended

Standalone

31/03/2015 31/03/2014

Profit/(loss) before Tax for the year 28.36 (435.10)

Less: Provision for Taxation

Current Tax 8.32 3.44

MAT Credit (5.00) -

Deferred Tax (49.69) (137.42)

Relating to earlier years - (0.03)

Profit/(Loss) After Tax 74.73 (301.09)

Add: Balance brought forward 7335.20 7636.29 from Previous years

Add: Additional Depreciation provided as prescribed under Part C of Schedule II to the (25.96) - Companies Act, 2013

Add: Deferred Tax Assets (1365.41) - reversed

Surplus available for 6018.56 7335.20 appropriation

Less: Appropriations

Dividend on Equity Shares - -

Dividend Distribution Tax - -

Profit/(Loss) carried to 6018.56 7335.20 Balance Sheet (Accumulated)

PARTICULARS Consolidated

31/03/2015 31/03/2014

Profit/(loss) before Tax for 214.59 (280.29) the year

Less: Provision for Taxation

Current Tax 66.50 54.66

MAT Credit (4.97) -

Deferred Tax (45.37) (132.53)

Relating to earlier years 2.97 5.37

Profit/(Loss) After Tax 195.46 (207.79)

Add: Balance brought forward 7582.02 7789.81 from Previous years

Add: Additional Depreciation provided as prescribed under Part C of Schedule II to the (29.87) - Companies Act, 2013

Add: Deferred Tax Assets (1365.41) - reversed

Surplus available for 6382.20 7582.02 appropriation

Less: Appropriations

Dividend on Equity Shares - -

Dividend Distribution Tax - -

Profit/(Loss) carried to 6382.20 7582.02 Balance Sheet (Accumulated)

'previous year figures have been regrouped/rearranged wherever necessary.

(Amount Rs. in lacs)

Name of the Total Revenue Total Expense Subsidiary Company 2013-14 2014-15 2013-14 2014-15

BLB Commodities 21472.93 27379.85 21347.23 27197.28 Limited

BLB Global 3594.76 6963.70 3561.68 6950.52 Business Limited

BLB Singapore - 46.20 14.47 22.97 Ventures Pte. Ltd.

Sri Sharadamba 4.01 2.69 1.55 1.84 Properties Limited

Sri Chaturbhuj 3.14 62.73 0.47 62.47 Properties Limited

Name of the ProfitBefore Tax & Exceptional Subsidiary Tax Items Company 2013-14 2014-15 2013-14 2014-15

BLB Commodities 125.70 182.57 44.60 61.29 Limited

BLB Global 33.09 13.18 13.93 3.57 Business Limited

BLB Singapore -14.47 23.23 1.75 - Ventures Pte. Ltd.

Sri Sharadamba 2.46 0.86 0.53 0.55 Properties Limited

Sri Chaturbhuj 2.67 0.27 0.55 -0.37 Properties Limited

Name of the Subsidiary Company Profit After Tax

2013-14 2014-15

BLB Commodities 82.10 121.28 Limited

BLB Global 19.15 9.60 Business Limited

BLB Singapore -16.22 23.22 Ventures Pte. Ltd.

Sri Sharadamba 1.93 0.31 Properties Limited

Sri Chaturbhuj 2.12 0.64 Properties Limited

SUMMARY OF OPERATIONS

During the year, the net revenue from operations of your Company on standalone basis increased from Rs. 127.63 Crores in FY 2013-14 to Rs. 297.92 Crores in FY 2014-15. For FY 2014-2015, your Company's profit after tax stood at Rs. 74.73 lacs as compared to loss of Rs. 301.09 lacs in the previous year.

The Consolidated net profit after tax of the Company stood at Rs. 195.46 lacs in FY 2014-2015 as compared to a net loss of Rs. 207.79 lacs in FY 2013-14.

The revenue from operations of the Company on consolidated basis also increased from Rs. 344.19 Crores in FY 2013-14 to Rs. 581.48 Crores in FY 2014-15.

TRANSFER TO RESERVES

During the Financial Year ended on 31st March, 2015, your Company has not transferred any amount to the General Reserves.

DIVIDEND

Your Directors have not recommended any dividend for the Financial Year 2014 -15.

CAPITAL

The Issued, Subscribed and Paid-up Share Capital of your Company as on 31st March, 2015, stood at Rs.5,28,65,258/-, comprising of 5,28,65,258 Equity shares of Re.1 each.

EXTRACT OF ANNUAL RETURN

Pursuant to section 92(3) of the Companies Act, 2013 ('the Act') and Rule 12(1) of the Companies (Management and Administration) Rules, 2014, extract of Annual Return is Annexed as Annexure A.

DETAILS OF BOARD MEETINGS

During the year under review, 5 (five) Board meetings were held, details of which are given in the relevant paragraphs of Corporate Governance Report.

COMMITTEES OF BOARD

The composition of the Committees of the Board of Directors are as under and other details have been provided in the respective paragraphs of Corporate Governance Report.-

a. Audit Committee

Sl. No. Name Chairman/ Member

1 Sh. Rajesh Kumar Damani Chairman

2 Sh. Brij Rattan Bagri Member

3 Sh. Manas Jain Member

b. Nomination & Remuneration Committee

Sl. No. Name Chairman/ Member

1 Sh. Rajesh Kumar Damani Chairman

2 Sh. Keshav Chand Jain Member

3 Sh. Manas Jain Member

c. Stakeholders' Relationship Committee

Sl. No. Name Chairman/ Member

1 Sh. Rajesh Kumar Damani Chairman

2 Sh. Vikram Rathi Member

3 Sh. Manas Jain Member

d. Investment Committee

Sl. No. Name Chairman/ Member

1 Sh. Brij Rattan Bagri Chairman

2 Sh. Vikram Rathi Member

3 Sh. Manas Jain Member

e. Committee of Directors

Sl. No. Name Chairman/ Member

1 Sh. Brij Rattan Bagri Chairman

2 Sh. Vikram Rathi Member

3 Sh. Keshav Chand Jain Member

STATUTORY AUDITORS. THEIR REPORT AND NOTES TO FINANCIAL STATEMENTS

In the last Annual General Meeting held on 24th September, 2014, M/s. Ram Rattan & Associates, Chartered Accountants, New Delhi (FRN 004472N) had been appointed Statutory Auditors of the Company for a period of three years. Ratification of appointment of Statutory Auditors is being sought from the members of the Company at the ensuing Annual General Meeting to hold the office from the conclusion of this Annual General Meeting till the conclusion of the Thirty Fifth Annual General Meeting of the Company at such remuneration as may be fixed by the Board of Directors of the Company on the recommendation of the Audit Committee and as may be mutually agreed upon between the auditors and the Board of Directors of the Company.

Further, the report of the Statutory Auditors alongwith Notes on Financial Statements is enclosed with this Report. There is no qualification, observation, adverse remarks or disclaimer in the Auditors' Report.

LOANS. GUARANTEES OR INVESTMENTS

During the year under review, your Company has given loans/inter-corporate deposits to and guarantees on behalf of its Wholly-Owned Subsidiaries pursuant to the provisions of Section 186 of the Companies Act, 2013, details of which have been provided in the Note Nos. 29, 32 and 35 on Financial Statements.

Your Company continued to hold investments in securities details of which have been provided in the Notes on Financial Statements.

SUBSIDIARY COMPANIES

The Company has 4 (four) wholly owned subsidiaries, BLB Commodities Limited, BLB Global Business Limited, Sri Sharadamba Properties Limited and Sri Chaturbhuj Properties Limited and one wholly owned Step down subsidiary BLB Singapore Ventures Pte. Ltd., as on 31st March, 2015.

Pursuant to the provisions of Section 136 of the Companies Act, 2013, the financial statements of the Company, consolidated financial statements along with relevant documents and separate audited accounts in respect of subsidiaries are available on the website of the Company viz "www.blblimited.com".

During the year the wholly owned step down subsidiary BLB Singapore Pte. Ltd. has applied for voluntary strike off. Further, the registered office of Sri Sharadamba Properties Limited was shifted from Delhi to the State of Haryana w.e.f. 1st April, 2015.

STATEMENT CONTAINING SALIENT FEATURES OF FINANCIAL STATEMENTS OF SUBSIDIARIES

Pursuant to Sub-Section (3) of Section 129 of the Companies Act, 2013 a statement containing the salient features of the financial statements of the Company's subsidiaries is set out in the prescribed Form AOC-1 which forms part of this Annual Report.

RELATED PARTY TRANSACTIONS

The contracts or arrangements with related parties referred to in sub-section (1) of Section 188 read with Section 2(76) of the Companies Act, 2013 entered into by the Company are in the ordinary course of business and at arm's length basis. The Company has entered with Related Party Transactions which are at Arms' length basis, however, there is no material transaction with Related Parties during the year as defined under Listing Agreement. Further, as per Companies Act, 2013 and rules made there under, the term "Material Transactions" has not been defined and therefore for the purpose of material transactions as mentioned in the form AOC-2, the company has taken the definition from the Clause 49 of the Listing Agreement and accordingly, the details as required in the Form AOC-2 is not applicable on the Company.

During the financial year, there was no related party transactions that may have potential conflict with the interest of the Company at large.

The Company has adopted a related party transaction policy which is also available on the website of the Company viz "www.blblimited.com". In the policy, the criteria for determining the material contracts has been defined according to which any contract or transaction or arrangement are to be considered material if the transaction(s) to be entered into individually or taken together with previous transactions during a financial year exceeds 10% of the annual consolidated turnover of the Company as per the last audited financial statement of the Company. In view of the above criteria, there were no material transactions with related parties during the year which were not in the normal course of business as well as not on arm's length basis.

RISK MANAGEMENT POLICY

a. Development of Risk Management Policy: In terms of the requirement of the Companies Act, 2013 and the Listing agreement, the Company has developed and implemented the Risk Management Policy and the Audit Committee of the Board reviews the same periodically.

b. Implementation of Risk Management Policy: The Company recognizes that risk is an integral and unavoidable component of business and hence is committed to managing the risk in a proactive and effective manner. The Risk Management Policy approved by the Board has been effectively implemented. The Company's Management systems, organizational structures, processes, standards, code of conduct and behaviors together form the Risk Management System of the Company and manages the associated risks.

c. Identification of key risks which may threaten the existence of the Company and risk mitigation: The common risks faced by the Company include Market Risk, Technology risk, Operational Risk, Reputation Risk, Regulatory and Compliance Risk, Human Resource Risk and Business Continuity Risk. BLB has well defined processes and systems to identify, assess & mitigate the key risks. A platform for exception reporting of violations is in place which are reviewed regularly and remedial measures are being undertaken immediately.

VIGIL MECHANISM

Your Company has established a vigil mechanism (Whistle Blower Policy) as per the requirements of Section 177 of the Companies Act, 2013 and Clause 49 of the Listing Agreement.

The vigil mechanism is a channel through which the Directors and Employees of the Company have a secure mechanism to report genuine concerns including any unethical behavior, actual or suspected frauds taking place in the Company for appropriate action or reporting. The mechanism covers malpractices and events which have taken place/ suspected to take place involving criminal activities, fraud, forgery, defalcation, bribery or corruption, breach of contract, manipulation of company data/records, unethical behavior, etc. The Audit Committee shall oversee the vigil mechanism and the directors and employees shall have direct access to the Chairperson of the Audit Committee.

The vigil mechanism envisages that adequate safeguards against victimisation of complainants shall be provided by the Company. The Company shall also take steps to minimize difficulties, which the Whistle Blower may experience as a result of making the Protected Disclosure.

The identity of the Whistle Blower shall be kept confidential to the extent possible and permitted under law. Any other employee assisting in the said investigation shall also be protected to the same extent as the Whistle Blower.

The vigil mechanism (Whistle Blower Policy) may be accessed on the Company's website "www.blblimited.com."

DECLARATION BY INDEPENDENT DIRECTORS

Mr. Rajesh Kumar Damani, Mr. Manas Jain and Smt. Dhwani Jain are the independent Directors on the Board of your Company. In the opinion of the Board and as declared by these Directors, each of them meet the criteria of independence as specified in Clause 49 of the Listing Agreement and Section 149 of the Companies Act, 2013 and the Rules made thereunder.

COMPANY'S POLICY ON APPOINTMENT AND REMUNERATION

Your Company aims to achieve a balance of merit, experience and skills amongst its Directors, Key Managerial Personnel and Senior Management and has devised a robust Policy for the same. The Board has delegated responsibility for assessing and selecting the candidates for the role of Directors, Key Managerial Personnel and the Senior Management of the Company to the Nomination and Remuneration Committee which makes recommendations to the Board.

The Nomination and Remuneration Committee of the Board reviews the structure, size and composition (including the skills, knowledge and experience) of the Director's, Key Managerial Personnel's and Senior Management at least annually and makes recommendations on any proposed changes to the Director's, Key Managerial Personnel's and Senior Management to complement the Company's corporate strategy, with the objective to diversify the Board and Management of the Company. The Committee also makes recommendations to the Board on the remuneration, if any, payable to the Directors/ Key Managerial Personnel's/Senior Officials so appointed/re-appointed taking into account factors it deems relevant, including but not limited to market, business performance and practices in comparable companies having due regard to financial and commercial health of the Company as well as prevailing laws and government/other guidelines. The Committee also ensures that the level and composition of remuneration is reasonable and sufficient, relationship of remuneration to performance is clear and meets appropriate performance benchmarks.

The Nomination and Remuneration Committee while recommending a candidate for appointment to the Board and fixing their remuneration has regard to the qualifications, positive attributes, skills, industry experience, background and other qualities required to operate successfully in the position, with due regard for the benefits from diversifying the Board. The Committee also analyzes the skills and experience that the appointee brings to the role of KMP/ Senior Official and how an appointee will enhance the skill sets and experience of the Board as a whole. The nature of existing positions held by the appointee including directorships or other relationships and the impact they may have on the appointee's ability to exercise independent judgment. Further, while recommending the appointment of Independent Directors to the Board, the Committee determines the independence of the Director based on the declaration given by the Director and information available with the Board.

The detailed Policy on the Nomination and Remuneration of the Directors, Key Managerial Personnel and Senior Management is annexed herewith as Annexure B.

MATERIAL CHANGES AND COMMITMENT

Your Company has proposed for voluntary delisting of its securities from BSE Limited (BSE). Further, the securities of the Company shall continue to be listed on a stock exchange having nationwide trading terminals viz the National Stock Exchange of India Limited ('NSE').

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS

No significant and material orders were passed by the regulators or courts or tribunals impacting the going concern status and the Company's operations in future.

INTERNAL FINANCIAL CONTROLS

The internal financial controls with reference to the Financial Statements are commensurate with the size and nature of business of the Company. Your Company continuously invests in strengthening the internal control processes and systems. The internal control process and systems provide a reasonable assurance in respect of providing financial and operational information, complying with applicable statutes, safeguarding of assets of the Company and ensuring compliance with corporate policies. Procedures to ensure conformance with the policies, processes and standards have been put in place covering all activities.

The processes and financial activities are subjected to independent audits by internal as well as statutory auditors. Implementation of recommendations from various audit reports are regularly monitored by the senior management. The Board of directors of the Company has also appointed an Internal Auditor, M/s. Ramesh Jain & Associates, Chartered Accountants, (FRN : 002889N) to ascertain, interalia, their views on the adequacy of internal control systems and keep the board of directors informed of its major observations periodically. Internal and statutory audit reports and findings, including comments by the management, if any, are periodically placed before the Audit Committee of the Board of Directors.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

Mr. Keshav Chand Jain (DIN: 00007539) Director of the Company retires by rotation at the forthcoming Annual General Meeting and being eligible, offers himself for re-appointment. The Board recommends the same for your approval.

During the year, Mr. Rajesh Kumar Damani (DIN: 01405935), Mr. Manas Jain (DIN: 02785654) and Smt. Dhwani Jain (DIN: 06985038) have been appointed as Independent Directors for a term of five years from the date of appointment as Independent Director on the Board of the Company. Further, one of the Executive Directors of the Company, Mr. Satish Kumar Sharma (DIN: 00008124), had resigned from the directorship of the Company with effect from 13th August, 2014. However, Mr. Vikram Rathi (DIN: 00007325) continues to be the Executive Director of the Company. Further, Mr. Vikash Rawal continues to be the Chief Financial Officer of the Company. Further, Mr. Brij Rattan Bagri, Non-Executive Director of the Company continues to be the Chairman of the Company.

Pursuant to Section 161(1) of the Companies Act, 2013, Smt. Dhwani Jain (DIN: 06985038), who was appointed as an additional director in the category of Woman Independent Director on 20th October, 2014, holds office only upto the date of the forthcoming Annual General Meeting of the Company and is eligible for appointment as a Director. The Company has received notice in writing under the provisions of Section 160 of the Companies Act, 2013, from a member, along with a deposit of Rs. 1,00,000/- proposing the candidature of Dhwani Jain for the office of Independent Director, to be appointed as such under the provisions of Section 149 of the Companies Act, 2013.

The Board recommends her appointment and accordingly resolutions seeking approval of the members for her appointment have been included in the Notice of forthcoming Annual General Meeting of the Company along with her brief profile.

Also, Ms. Vasudha Thakur has resigned w.e.f. 4th August, 2014 as the Company Secretary of the Company and Ms. Arpita Banerjee has been appointed in her place w.e.f 20th October, 2014.

BOARD EVALUATION

Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Board has carried out an evaluation of its own performance, the directors individually as well as the evaluation of the working of its Committees.

The Board has framed a performance evaluation policy for evaluating the performance of the Board, Chairman, Executive Director, Non-executive Directors, Individual directors and the Committees. Based on the same the performance evaluation was carried out for the financial year ended 31st March, 2015.

The Performance evaluation of independent directors were carried on by the Executive/Non-executive and other Independent Directors based on the following guidelines:

* Compliance with ethical standards & code of conduct of Company

* Compliance with the Articles of Association, Companies Act and other laws

* Attendance & presence in meetings of Board & committees

* Attendance & presence in General meetings

* Leadership qualities, qualification, etc.

* Reporting of frauds, violation, etc.

* Safeguarding of stakeholders' interests

* Objective evaluation of Board's performance, etc.

The Performance evaluation of the Non-independent/Executive Directors and the Chairman of the Board and individual directors was conducted through a separate meeting of the Independent Directors held on 27th March, 2015 based on the following guidelines:

* Compliance with the Articles of Association, Companies Act and other laws

* Strategic planning - financial & business

* Monitoring performance against plans

* Compliance with ethical standards & code of conduct

* Leadership skills

* Attendance & presence in meetings of Board & committees

* Attendance & presence in General meetings

* Motivating employees, providing assistance & directions, etc.

The Performance evaluation of the Committees of the Board were carried on based on the following guidelines:

* Compliance with the Articles of Association, Companies Act and other laws

* Compliance with its charter documents

* Compliance with ethical standards & code of conduct

* Redressal of Complaints & grievances

* Co-ordination with other Committees and Board of Directors

* Fulfillment of roles & responsibilities

* Adherence to Company's policies and internal procedures

Based on the Performance Evaluation carried out by the Board and Independent Directors of the Company, the performance of the Board and Committee thereof and each and every Director of the Company was found satisfactory vis-a-vis peers as well as the industry.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the requirement of clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013, your Directors confirm that:

(a) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

(b) the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit and loss of the company for that period;

(c) the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

(d) the directors had prepared the annual accounts on a going concern basis; and

(e) the directors, had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively.

(f) the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND

Pursuant to the provisions of the Investor Education Protection Fund (Uploading of information regarding unpaid and unclaimed amounts lying with companies) Rules, 2012, the Company has already filed the necessary forms and uploaded the details of unpaid and unclaimed amounts lying with the Company. Unclaimed dividend for the Financial Year 2007-08 amounting to Rs. 7.07 lacs has been transferred by the Company to Investor Education and Protection Fund (IEPF) of the Ministry of Corporate Affairs.

PUBLIC DEPOSITS

Your Company has not accepted any deposits from public and as such, no amount on account of principal or interest on deposits from public was outstanding as on the date of the balance sheet.

CORPORATE GOVERNANCE REPORT & MANAGEMENT DISCUSSION AND ANALYSIS REPORT

As required by Clause 49 of the Listing Agreement, a separate report on Corporate Governance is appended along with the Compliance Certificate from M/s Chandrasekaran Associates, Secretarial Auditors of the Company, which forms part of this report.

The Management Discussion and Analysis Report for the year under review, as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges in India, is presented in a separate section which forms part of the Annual Report.

PARTICULARS OF EMPLOYEES

The information as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company forms part of this report as Annexure C. During the financial year, there was no employee who was in receipt of remuneration which requires disclosure in the Board's Report under Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

SECRETARIAL AUDIT

In terms of Section 204 of the Companies Act, 2013 and Rules made there under, M/s. Chandrasekaran Associates, New Delhi have been appointed as Secretarial Auditors of the Company. The report of the Secretarial Auditors is enclosed as Annexure D to this report. The report is self-explanatory and do not call for any further comments. There is no qualification, observations or adverse remarks or disclaimer in the Secretarial Auditors' Report.

HUMAN RESOURCES

Your Company treats its "human resources" as one of its most important assets. Your Company continuously invests in attraction, retention and development of talent on an ongoing basis.

DETAILS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

The disclosures to be made under sub-section (3) (m) of Section 134 of the Companies Act, 2013 read with Rule (8)(3) of the Companies (Accounts) Rules, 2014 by your Company are explained as under:

(A) Conservation of energy-

(i) the steps taken or impact on The Company is a stock broking conservation of energy Company and requires normal consumption of electricity. (ii) the steps taken by the company The Company takes all for utilising necessary steps to reduce the alternate sources of energy consumption of energy. Your Company is not an industry as listed in Schedule to Rule 2 of the Companies (iii) the capital investment on (Disclosure of Particulars in energy Conservation equipments the Report of Board of Directors) Rule, 1988.

(B) Technology absorption-

(i) the efforts made towards The Company is engaged in the technology absorption Stock Broking Business and accordingly has not absorbed (ii) the benefits derived like any Technology. product improvement, cost reduction, product development or import substitution

(iii) in case of imported technology (imported during the last three years reckoned from the beginning of the financial year)-

(a) the details of technology imported; (b) the year of import;

(c) whether the technology been fully absorbed

(d) if not fully absorbed, areas where absorption has not taken place, and the reasons thereof; and

(iv) the expenditure incurred on Research and Development NO expenditure was incurred on Research and Development.

(C) Foreign exchange earnings and Outgo-

The total foreign exchange used and the total foreign exchange earned during the year as compared to the previous financial year has been provided hereunder:

Foreign Exchange Current Year Previous Year Earnings & Outgo (2014-15) (2013-14)

Inflow NIL NIL

Outflow NIL NIL

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company always endeavours to create and provide an environment that is free from discrimination and harassment including sexual harassment. The Company has in place an Anti Sexual Harassment Policy in line with the requirements of The Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013.

Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy.

The following is a summary of sexual harassment complaints received and disposed off during the year 2014-15:

Number of complaints pending as on the year : Nil beginning of the financial

Number of complaints filed during : Nil the financial year

Number of complaints pending as on : Nil the end of the financial year

ACKNOWLEDGEMENT

Your Directors place on record their appreciation for employees at all levels, who have contributed to the growth and performance of your Company.

Your Directors also thank the clients, vendors, bankers, shareholders and advisers of the Company for their continued support. Your Directors also thank Regulators, Stock Exchanges, and other Statutory Authorities for their continued support.

For and on behalf of the Board of Directors of BLB Limited

Place : New Delhi (BRIJ RATTAN BAGRI) Date : 10th August, 2015 CHAIRMAN (DIN: 00007441)


Mar 31, 2014

Dear Shareholders,

The Directors take immense pleasure in presenting their Thirty Third Directors'' Report together with the Audited Financial Accounts for the Financial Year ended on 31st March, 2014.

FINANCIAL PERFORMANCE

(Rs. in lacs) Particulars Year Ended March 31, 2014 March 31, 2013

Profit/(Loss) before tax (435.10) (406.22)

Less: Provision for Taxation

– Current Tax 3.44 6.92

– Deferred Tax (137.42) (136.28)

– Relating to earlier years (0.03) 0.00

Profit/(Loss) after tax (301.09) (276.86)

Add: Balance brought forward from last year 7636.29 7975.00

Surplus available for appropriation 7335.20 7698.14

Less: Appropriations

– Dividend on Equity Shares - 52.87

– Dividend Distribution Tax - 8.98

Surplus carried to Balance Sheet 7335.20 7636.29

During the year under review, your Company has incurred Loss after Tax of Rs. 301.09 Lacs as against Loss after Tax of Rs. 276.86 Lacs incurred during Financial Year 2012-13.

DIVIDEND

Your Directors have not recommended any dividend for the Financial Year 2013-14.

TRANSFER TO RESERVES IN TERMS OF SECTION 217(1)(b) OF THE COMPANIES ACT, 1956

For the Financial year ended on 31st March, 2014, the Company has not transferred any amount in the General Reserves.

PUBLIC DEPOSITS

The Company has not accepted any Deposits within the meaning of Section 58A of the Companies Act, 1956 during the year under review and as such no amount of Principal or Interest was outstanding as on the Balance sheet date.

SUBSIDIARY COMPANIES

The following may be read in conjunction with the Consolidated Financial Statements of the Company enclosed with the Annual report prepared in accordance with Accounting Standard-21 (AS-21) including the financial results of its subsidiary companies. In view of the general exemption granted by the Ministry of Corporate Affairs vide General circular No. 2/2011 dated 8th February, 2011 the Balance Sheet, Statement of Profit and Loss and other documents of the subsidiary companies are not attached with your Company''s Annual Accounts. However the financial information of the subsidiary companies is disclosed in the Annual Report in compliance with the said circular. The Company will make available the Annual Accounts of the subsidiary companies and the related information to any member of the Company who may be interested in obtaining the same. The Annual Accounts of the subsidiary companies will also be kept open for inspection at the registered office of the Company and at the respective registered office(s) of subsidiary companies.

DISCLOSURES

During the year under review, the Registered Office of the Company has been shifted from 3rd Floor, ECE House, Annexe II, 28A, Kasturba Gandhi Marg, New Delhi-110001 to Plot No 1328, Sector-28, Near HUDA Market, Faridabad-121002, Haryana w.e.f. 1st October, 2013.

Unclaimed dividend for the Financial Year 2005-2006 amounting to Rs. 3.14 Lacs and 2006-2007 amounting to Rs. 3.11 Lacs has been transferred to the Investor Education and Protection Fund (IEPF) constituted by the Central Government within the stipulated time.

Your Company has re-activated the Trading and Clearing Membership of Capital Market and Currency Derivative Segment of BSE Limited and also obtained the Trading and Clearing Membership of F&O and Cash Segment of MCX Stock Exchange Limited.

CORPORATE GOVERNANCE

As required by Clause 49 of the Listing Agreement, a separate report on Corporate Governance is appended along with the Compliance Certificate from M/s Ram Rattan & Associates, Statutory Auditors of the Company, which forms part of this report.

The Management Discussion and Analysis Report for the year under review, as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges in India, is presented in a separate section which forms part of the Annual Report.

LISTING OF SHARES, PAYMENT OF LISTING FEES

The Company''s Equity Shares are presently listed on BSE Limited (BSE) and National Stock Exchange of India Limited (NSE). The Company has paid the annual listing fees for the Financial Year 2014-15 to both the exchanges where the shares are listed.

Your Company is also planning to delist the equity shares of the Company from BSE Limited as the Equity Shares of the Company are also listed at National Stock Exchange of India Limited (NSE) having nation wide terminal presence.

DIRECTORS

Sh. Satish Kumar Sharma (DIN: 00008124), Executive Director of the Company has tendered his resignation with effect from 13th August, 2014 from the Directorship of the Company. The Board placed an appreciation for his long and fruitful association with the Company.

Section 149 of the Companies Act, 2013 (effective w.e.f 1st April, 2014) provides that Independent Director shall hold office for a term upto five consecutive years on the Board of the Company and he shall be eligible for the re-appointment on passing a special resolution by the shareholders of the Company. It also states that the provisions of the retirement of rotation as defined in Section 152(6) & (7) of the Act shall not apply to such Independent Directors.

Our Non-Executive Independent Directors, Sh. Rajesh Kumar Damani (DIN: 01405935) and Sh. Manas Jain (DIN: 02785654) were appointed as directors liable to retire by rotation under the provisions of the erstwhile Companies Act, 1956. The Board of Directors has been advised that Non-Executive Independent Directors so appointed shall be re-appointed for a term of 5 years who shall be eligible for re-appointment by the shareholders of the Company and shall not be liable to retire by rotation in terms of Section 149 of the Companies Act, 2013.

Sh. Brij Rattan Bagri and Sh. Vikram Rathi, Directors of the Company are liable to retire by rotation at the forthcoming Annual General Meeting and being eligible offeres themselves for re-appointment. Your Directors recommends their re-appointment for your approval.

Further, none of the Directors are disqualified for being appointed as a Director of the Company in terms of section 184 of the Companies Act, 2013.

The Company has received declarations from all the Independent Directors of the Company confirming that they meet with the criteria of independence as prescribed both under sub-section (6) of Section 149 of the Companies Act, 2013 and under Clause 49 of the Listing Agreement with the Stock Exchanges.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the requirement of Section 217 (2AA) of the Companies Act, 1956, as amended by the Companies (Amendment) Act, 2000 with respect to the Directors Responsibility Statement, your Director''s confirm:

(i) That in the preparation of the annual accounts for the financial year ended March 31,2014 the applicable Accounting Standards had been followed along with proper explanation relating to material departures;

(ii) That the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the State of Affairs of the Company at the end of the Financial Year and of the profit of the Company for the Financial Year under review;

(iii) That the Directors have taken proper and sufficient care 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;

(iv) That the Directors had prepared the annual accounts for the Financial Year ended on 31st March, 2014 on a going concern basis.

PARTICULARS OF EMPLOYEES

There is no employee in the Company drawing salary beyond the limit as specified under Section 217 (2A) of Companies Act, 1956.

AUDITORS'' REPORT

The Auditors'' Report to the shareholder does not contain any reservation, qualification or adverse remark.

AUDITORS

The Auditors, M/s. Ram Rattan & Associates, Chartered Accountants, New Delhi (FRN 004472N) retire at the conclusion of the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment. The Company has received a certificate from the auditors to the effect that their re-appointment, if made, would be in accordance with the Section 141(3)(g) of the Companies Act, 2013 and that they are not disqualified for reappointment. Your Board recommends their re-appointment for your approval.

M/s. Ram Rattan & Associates, Chartered Accountants having (FRN: 004472N), New Delhi were appointed Statutory Auditors upto the conclusion of the 36th Annual General Meeting of the Company under the provisions of Section 139 of the Companies Act, 2013. They being eligible for re-appointment have consented to act as Statutory Auditors of the Company, if re-appointed. The necessary written consent and the Certificate pursuant to the provisions of Section 139(1) of the Companies Act, 2013, have been received from M/s. Ram Rattan & Associates, Chartered Accountants. Your Directors recommend re-appointment of M/s. Ram Rattan & Associates, Chartered Accountants, as the Statutory Auditors of the Company for your approval.

The Board has recommended the appoinment of Statutory Auditors for period of three years, i.e. from the conclusion of 33rd AGM till the conclusion of 36th AGM subject to ratification of there appointment at every AGM.

SECRETARIAL AUDIT

To ensure compliance with the provisions of Companies Act, various corporate laws, regulations, guidelines issued by the Securities and Exchange Board of India & the Stock Exchanges and keeping with the high standards of corporate governance, the Board of Directors has appointed M/s. Chandrasekaran Associates, New Delhi as a Secretarial Auditors of the Company.

INTERNAL AUDIT

M/s. Ramesh Jain & Associates, Chartered Accountants were the Internal Auditors of the Company for the Financial Year 2013-14. The Board of Directors has re-appointed of M/s. Ramesh Jain & Associates as Internal Auditors of the Company for the Financial Year 2014-15.

DISCLOSURES UNDER SECTION 217(1)(e) OF THE COMPANIES ACT,1956

In terms of section 217(1)(e) read with Companies (Disclosure of Particulars in Report of the Board of Directors) Rules, 1988 of the Companies Act, 1956 your Directors furnish the information as below:

Conservation of Energy: The Company is a stock broking Company and has taken necessary energy conservation measures to the extent possible.

Technology Absorption: The Company is engaged in the Stock Broking Business and accordingly has not absorbed any Technology.

ACKNOWLEDGEMENTS

Your Directors would like to express their sincere thanks to various Statutory Authorities, Stock Exchanges, Bankers, Employees etc for their co-operation. The Board is also thankful to the Shareholders for their co-operation and the confidence they reposed in the management of the Company.

For and on behalf of the Board of Directors of BLB Limited

Place:New Delhi (Brij Rattan Bagri) Date : 13th August, 2014 Chairman (DIN: 00007441)


Mar 31, 2013

Dear Shareholders,

The Directors take immense pleasure in presenting their Thirty Second Directors'' Report together with the Audited Accounts for the Financial Year ended on 31st March, 2013.

FINANCIAL PERFORMANCE

For the Financial Year ended on 31st March, 2013

(Rs.in lacs) Particulars Year Ended Year Ended March 31, 2013 March 31, 2012

Profit/(Loss) before tax (406.22) (692.89)

Less: Provision for Taxation

– Current Tax 6.92 1.00

– Deferred Tax (136.28) (219.73)

– Relating to earlier years 0.00 (5.82)

Profit/(Loss) after tax (276.86) (468.34)

Add: Balance brought forward from last year 7975.00 8504.79

Surplus available for appropriation 7698.14 8036.45

Less: Appropriations

– Dividend on Equity Shares

- Proposed 52.87 52.87

- Interim

- Dividend Distribution Tax 8.98 8.58

– Transfer to General Reserve – –

Surplus carried to Balance Sheet 7636.29 7975.00

During the year under review, your Company has incurred Loss after Tax of Rs. 276.86 Lacs as against Loss after Tax Rs. 468.34 Lacs incurred during Financial Year 2011-12.

DIVIDEND

Your Directors recommend a dividend of Re. 0.10 (i.e. 10%) on the equity shares of Re. 1/- each fully paid-up from the accumulated profits of the Company, subject to the approval of the shareholders at the ensuing Annual General Meeting of the Company.

RESERVES

During the year under review, your Company has not transferred any sum to General Reserves.

MANAGEMENT DISCUSSION ANALYSIS REPORT

The Management Discussion and Analysis Report for the year under review, as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges in India, is presented in a separate section which forms part of the Annual Report.

SUBSIDIARY COMPANIES

The following may be read in conjunction with the Consolidated Financial Statements of the Company enclosed with the Annual Report prepared in accordance with Accounting Standard-21 (AS-21). In view of the general exemption granted by the Ministry of Corporate Affairs vide General Circular No. 2/2011 dated 8th February, 2011 the Balance Sheet, Statement of Profit and Loss and other documents of the subsidiary companies are not attached with your Company''s Annual Accounts. However the financial information of the subsidiary companies is disclosed in the Annual Report in compliance with the said circular. The Company will make available the Annual Accounts of the subsidiary companies and the related information to any member of the Company who may be interested in obtaining the same. The Annual Accounts of the subsidiary companies will also be kept open for inspection at the registered office of the Company and that of the respective registered offices of subsidiary companies. The Consolidated Financial Statements presented by the Company include the financial results of its subsidiary companies.

During the year under review, M/s BLB Institute of Financial Markets Limited, a Subsidiary Company has decided to amalgamate with M/s BLB Global Business Limited. The said Scheme of Amalgamation is under consideration with the Hon''ble High Court of Delhi, the appointed date for amalgamation is 01st April, 2012.

PUBLIC DEPOSITS

Your Company has not accepted any Public Deposits during the year under review.

DISCLOSURES

During the year under review, your Company had downsized its jobbing and arbitrage business significantly due to lack of business opportunities in order to safeguard itself from the potential losses.

CORPORATE GOVERNANCE

As required by Clause 49 of the Listing Agreement, a separate report on Corporate Governance is appended along with the Compliance Certificate from M/s Ram Rattan & Associates, Statutory Auditors of the Company, which forms part of this report.

LISTING OF SHARES, PAYMENT OF LISTING FEES

The Company''s Equity Shares are presently listed on BSE Limited (BSE) and National Stock Exchange of India Limited (NSE). The Company has paid the annual listing fees for the Financial Year 2013-14 to both the exchanges where the shares are listed.

DIRECTORS

Shri Keshav Chand Jain and Shri Rajesh Kumar Damani, Non-Executive Independent Directors of the Company are liable to retire by rotation at the forthcoming Annual General Meeting and being eligible offer themselves for re-appointment. Your Directors recommend their re-appointment for your approval.

The tenure of Sh. Vikram Rathi, as Executive Director will expire on 29.01.2014. Sh. Vikram Rathi is having extensive and rich experience in the field of Capital and Commodity Market. The Remuneration-cum-Selection Committee as well as the Board of Directors recommended his re-appointment as an Executive Director of the Company for a further period of three years.

Further, none of the Directors are disqualified for being appointed as a Director of the Company in terms of section 274(1)(g) of the Companies Act, 1956.

PARTICULARS OF EMPLOYEES

There is no employee in the Company drawing salary beyond the limit as specified under Section 217 (2A) of the Companies Act, 1956.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the requirements of section 217(2AA) of the Companies Act, 1956, your directors confirm that:

- In the preparation of the annual accounts, the applicable Accounting Standards have been followed;

- The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that were 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 loss of the Company for the year under review;

- The Directors have taken proper and sufficient care of 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 prevention and detecting fraud and other irregularities;

- The Directors have prepared the accounts for the year ended 31st March, 2013 on a going concern basis.

AUDITORS

The Auditors, M/s. Ram Rattan & Associates, Chartered Accountants, New Delhi retire at the conclusion of the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment. The Company has received a certificate from the auditors to the effect that their re-appointment, if made, would be in accordance with the Section 224(1B) of the Companies Act, 1956 and that they are not disqualified for re-appointment within the meaning of Section 226 of the said Act. Your Board recommends their re-appointment for your approval.

AUDITORS'' REPORT

The Auditors'' Report to the shareholders does not contain any reservation, qualification or adverse remark.

SECRETARIAL AUDIT

In order to strengthen the internal audit of the secretarial department of your Company, a comprehensive audit is being conducted by M/s. Chandrasekaran Associates, Company Secretaries, New Delhi at specified intervals.

DISCLOSURES UNDER SECTION 217(1)(e) OF THE COMPANIES ACT,1956

In terms of section 217(1)(e) read with Companies (Disclosure of Particulars in Report of the Board of Directors) Rules, 1988 of the Companies Act, 1956 your Directors furnish the information as below:

Conservation of Energy: The Company is a stock broking Company and has taken necessary energy conservation measures to the extent applicable. Technology Absorption: The Company is engaged in the Stock Broking Business and accordingly has not absorbed any Technology.

Activities relating to exports, initiatives taken to increase The Company is not engaged in Export Activities. exports, development of new export markets for products and services and export plans.

Foreign Exchange Earnings And Outgo Current Year Previous Year

Out flow: NIL NIL

Inflow: NIL NIL

ACKNOWLEDGEMENTS

Your Directors would like to express their sincere thanks to various Bodies and Statutory Authorities, Bankers etc for their co- operation. The Board is also thankful to the Shareholders for their co-operation and the confidence they reposed in the management.

For and on behalf of the Board of Directors of

BLB Limited

Place: New Delhi (Brij Rattan Bagri)

Date : 30th May, 2013 Chairman

 
Subscribe now to get personal finance updates in your inbox!