Mar 31, 2018
Dear Shareholders,
The Directors take immense pleasure in presenting their Thirty Seventh (37th) Annual Report together with the Standalone and Consolidated Audited Financial Statement of Accounts of BLB Limited (âthe Companyâ) for the Financial Year 2017-18.
FINANCIAL PERFORMANCE
The summarized standalone and consolidated results of your Company for the Financial Year 2017-18 ended on 31.03.2018 viz.-a-viz. for the Financial Year 2016-17 ended on 31.03.2017 are given in the table below:
(Rs. In Lakhs)
PARTICULARS |
FINANCIAL YEAR ENDED |
|||
STANDALONE |
CONSOLIDATED |
|||
31/03/2018 |
31/03/2017 |
31/03/2018 |
31/03/2017 |
|
Income |
31084.53 |
11910.21 |
51890.25 |
46557.05 |
Expenses |
30917.97 |
11825.04 |
52445.83 |
46436.27 |
Profit/ (Loss) before Tax and Exceptional Items |
166.56 |
85.17 |
(555.58) |
120.78 |
Exceptional Items |
- |
- |
9.68 |
0.07 |
Profit/(loss) before Tax for the year Less: Provision for Taxation |
166.56 |
85.17 |
(565.26) |
120.71 |
- Current Tax |
13.80 |
16.02 |
16.46 |
13.71 |
- Deferred Tax |
60.91 |
37.99 |
(61.21) |
(19.64) |
Profit/(loss) After Tax |
91.85 |
31.16 |
(520.51) |
126.64 |
Other Comprehensive Income net of tax |
(15.34) |
0.27 |
(15.34) |
0.27 |
Total Comprehensive Income for the year |
76.51 |
31.43 |
(535.85) |
126.91 |
Other Comprehensive income arising from Equity Intruments and Income Tax of defined benefit obligation.
STATE OF COMPANIES AFFAIRS AND SUMMARY OF OPERATIONS (STANDALONE & CONSOLIDATED)
Net Revenue from Operations for the Financial Year 2017-18 of your Company on standalone basis has increased from Rs.11910.21 Lakhs to Rs.31084.53 Lakhs (F.Y. 2016-17). Profit after Tax increased to Rs.91.85 lakhs from Rs.31.16 lakhs (F.Y. 2016-17).
The Revenue from Operations of the Company on consolidated basis increased from Rs.46557.05 Lakhs to Rs.51890.25 Lakhs as compared to previous financial year. However, consolidated Net Loss after Tax for F.Y. 2017-18 stood at Rs.520.51 lakhs as compared a consolidated net profit of Rs.126.64 lakhs for F.Y. 2016-17.
INDIAN ACCOUNTING STANDARDS
The Ministry of Corporate Affairs (MCA), vide its notification in the Official Gazette dated February 16, 2015, notified the Indian Accounting Standards (Ind AS) applicable to certain classes of companies. Ind AS has replaced the existing Indian GAAP prescribed under Section 133 of the Companies Act, 2013, read with Rule 7 of the Companies (Accounts) Rules, 2014.
The same became applicable on the Company w.e.f. 01st April, 2017. The Standalone/Consolidated Financial Statements of the Company have been prepared and presented in accordance with Ind AS and previous year figures in the Standalone/Consolidated Financial Statements have been restated as per Ind AS.
CHANGE IN NATURE OF BUSINESS
During the year under review, there were no changes in nature of business of the company. The main business of company continued to trading and investment in Shares and Securities.
RESERVES AND SURPLUS
The Board of Directors of your Company do not recommend any amount to be carried to the Reserves. Therefore, your company has not transferred any amount to the Reserves during the financial year 2017-18.
TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND
During the period under review and pursuant to the provisions of the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, the Company has transferred the unclaimed unpaid dividend for the Financial Year 2009-10 (Interim Dividend) to the Investor Education and Protection Fund and has also transferred the shares of such shareholders who have not claimed their dividend for the Financial Year 2008-09 (Final Dividend) and 2009-10 (Interim Dividend) to the DEMAT account of Investor Education and Protection Fund (IEPF) of the Ministry of Corporate Affairs on 22nd April, 2017.
DIVIDEND
Your Directors have not recommended any dividend for the Financial Year 2017-18.
CAPITAL
The Authorised Share Capital of your Company as on March 31, 2018 stood at Rs.12,50,00,000/- comprising of 7,50,00,000 equity shares of Rs.1/- each amounting to Rs.7,50,00,000/- and 5,00,000 preference shares of Rs.100/- each amounting to Rs.5,00,00,000/-.
The Issued, Subscribed and Paid-up Equity Share Capital of your Company as on March 31, 2018, stood at Rs.5,28,65,258/-, comprising of 5,28,65,258 Equity shares of Rs.1/- each.
CHANGES IN SHARE CAPITAL
There was no change in the Share Capital of the Company during the financial year 2017-18.
Disclosure Regarding Issues of Equity Shares with Differential Rights:
The Company has not issued any equity shares with differential rights during the year under review, hence no information as per provisions of Rule 4(4) of the Companies (Share Capital and Debenture) Rules, 2014 has been furnished.
Disclosure Regarding Issues of Employee Stock Options:
The Company has not provided any Stock Option Scheme to the employees during the year under review, hence no information as per the provisions of Rule 12(9) of the Companies (Share Capital and Debenture) Rules, 2014 has been furnished.
Disclosure Regarding the Issues of Sweat Equity Shares:
The Company has not issued any Sweat Equity Shares during the year under review, no information as per provisions of Rule 8(13) of the Companies (Share Capital and Debenture) Rules, 2014 has been furnished.
Disclosures in Respect of Voting Rights not directly exercised by Employees:
There are no shares held by trustees for the benefit of employees, hence no disclosure under Rule 16(4) of the Companies (Share Capital and Debentures) Rules, 2014 has been furnished.
Disclosure Regarding the Issues of Bonus Shares:
The Company has not issued any Bonus Shares during the year under review, hence no information as per provisions of Rule 14 of the Companies (Share Capital and Debenture) Rules, 2014 has been furnished.
BORROWINGS
Total borrowings stood at Rs.310.00 Lakhs as at 31st March, 2018 as against Rs.688.71 Lakhs as on 31st March, 2017.
PUBLIC DEPOSITS
During the year under review, 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.
Company has received a loan of Rs.4.10 cr. from its director Sh. Brij Rattan Bagri during the year 2017-18 in compliance with the Companies (Acceptance of Deposits) Rules, 2014. The year end balance of loan was Rs.3.10 cr. (Previous year Rs.3.50 cr.)
EXTRACT OF ANNUAL RETURN
Pursuant to Section 92(3) and 134(3)(a) of the Companies Act, 2013 (âthe Actâ) and Rule 12(1) of the Companies (Management and Administration) Rules, 2014, extract of Annual Return in Form MGT-9 is annexed as Annexure-III.
SUBSIDIARY COMPANY(IES)
During the Financial Year under consideration there were 6 (Six) wholly owned subsidiaries, namely BLB Commodities Limited, BLB Global Business Limited, Sri Sharadamba Properties Limited, Caprise Commodities Limited, Sakala Commodities Limited and Samagra Capital Limited. Two out of the above six subsidiaries namely âSakala Commodities Limitedâ and âSamagra Capital Limitedâ which were incorporated to meet the requirement of the âComposite Scheme of Arrangementâ and have applied for striking off their names from the records of the Registrar of Companies, as the same were no longer required after the withdrawal of the said Scheme, which is later on discussed under the head âSCHEME OF ARRANGEMENTâ
Pursuant to the provisions of Section 136 of the Companies Act, 2013, the standalone financial statement 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. âwww.blblimited.comâ.
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 Companyâs subsidiaries is set out in the prescribed Form AOC-1 as Annexure-I, which forms part of this Annual Report.
HIGHLIGHTS ON THE PERFORMANCE OF SUBSIDIARIES (Amount Rs. in Lakhs)
Name of the Subsidiary Company |
Total Revenue |
Total Expense |
Exceptional Items |
Profit/Loss Before Tax |
Tax |
Profit/Loss After Tax |
||||||
2017-18 |
2016-17 |
2017-18 |
2016-17 |
2017-18 |
2016-17 |
2017-18 |
2016-17 |
2017-18 |
2016-17 |
2017-18 |
2016-17 |
|
BLB Commodities Limited |
18238.37 |
34099.12 |
18904.76 |
34029.12 |
(9.68) |
(0.07) |
(676.07) |
69.93 |
(112.21) |
(60.78) |
(563.86) |
130.71 |
BLB Global Business Limited |
4772.81 |
1424.10 |
4762.33 |
1416.16 |
- |
- |
10.48 |
7.94 |
2.04 |
5.40 |
8.44 |
2.54 |
Sri Sharadamba Properties Limited |
5.40 |
0.34 |
23.73 |
48.34 |
- |
- |
(18.33) |
(48.00) |
- |
(162) |
(18.33) |
(46.38) |
Caprise Commodities Limited |
59.94 |
308.94 |
107.81 |
305.12 |
- |
- |
(47.87) |
3.82 |
(9.84) |
(2.93) |
(38.03) |
6.75 |
Sakala Commodities Limited |
- |
- |
- |
- |
- |
- |
- |
- |
- |
- |
- |
- |
Samagra Capital Limited |
- |
- |
- |
- |
- |
- |
- |
- |
- |
- |
- |
- |
CONTRIBUTION OF SUBSIDIARIES TO THE OVERALL PERFORMANCE OF THE COMPANY
During the period under review, the contribution of each subsidiary to the overall performance of the Company is as follows:
S.No. |
NAME OF THE SUBSIDIARY COMPANY(S) |
CONTRIBUTION TO THE OVERALL PERFORMANCE OF THE COMPANY IN PERCENTAGE* |
1. |
BLB Commodities Limited |
89.00% |
2. |
BLB Global Business Limited |
-2.50% |
3. |
Sri Sharadamba Properties Limited |
-0.90% |
4. |
Caprise Commodities Limited |
8.14% |
5. |
Sakala Commodities Limited |
0.00% |
6. |
Samagra Capital Limited |
0.00% |
* The aforestated percentage is calculated on Profit/ (Loss) before exceptional items and tax figure and excludes the intercompany transactions.
SCHEME OF ARRANGEMENT
During the year under review, the Board of Directors of your Company in their meeting held on 25.10.2017 decided to withdraw Composite Scheme of Arrangement involving Amalgamation of four wholly owned subsidiaries namely, BLB Commodities Limited, BLB Global Business Limited, Caprise Commodities Limited and Sri Sharadamba Properties Limited with the Company and subsequent Demerger of âCommodities Trading Divisionâ and âFinancial Service Divisionâ of BLB Limited i.e. to M/s. Sakala Commodities Limited and M/s. Samagra Capital Limited respectively.
Later, on 14th December, 2017 the Company had adopted the Scheme of Arrangement involving Amalgamation of its four wholly owned subsidiaries namely, BLB Commodities Limited, BLB Global Business Limited, Caprise Commodities Limited and Sri Sharadamba Properties Limited with the Company pursuant to the provisions of Sections 230-232 of Companies Act, 2013 and other applicable provisions, if any.
Pursuant to the Order of Honâble NCLT, Chandigarh dated 23rd May, 2018, Company has conducted Shareholders meeting on 07th July, 2018 for approving the âScheme of Arrangementâ wherein shareholders duly approved the said scheme.
The Scheme is subject to and would become effective on receipt of all regulatory/statutory approvals. The said Scheme is pending for approvals from the concerned regulatory/statutory authorities as on date of this report.
LOANS, GUARANTEES AND INVESTMENTS
Particulars of Loans, Investment and Guarantees given, as per the provision Section 186 of the Companies Act, 2013 are provided in Note Nos. 5,13 and 36 of Standalone Financial Statements, along with the purpose for which they have been granted which forms part of this Annual Report. The outstanding amount of loan granted by Company to its subsidiaries as on March 31, 2018 stands to Rs.21.75 crores (previous year Rs.23.95 crores)
Further your Company continues to hold investments in securities, details of which are provided in the Note No. 5 of Standalone Financial Statements which forms part of this Annual Report.
CORPORATE GOVERNANCE REPORT & MANAGEMENT DISCUSSION AND ANALYSIS REPORT
As required by the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter referred as Listing Regulations), a separate report on Corporate Governance is appended along with the Compliance Certificate from M/s Chandrasekaran Associates, Practicing Company Secretaries, which forms part of this report as Annexure-II.
The Management Discussion and Analysis Report for the year under review, as stipulated under the Listing Regulations with the Stock Exchanges in India is presented in a separate section which forms part of the Annual Report.
STATUTORY AUDITORS, THEIR REPORT AND NOTES TO FINANCIAL STATEMENTS
In the 36th Annual General Meeting held on 16th September, 2017, M/s R.K. Ahuja & Co. Chartered Accountants, (FRN 031632N) had been appointed as Statutory Auditors of the Company for a period of Five (5) years subject to ratification at every Annual General Meeting. 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 Forty First (41st) Annual General Meeting of the Company at such remuneration as may be recommended by the Audit Committee and as may be mutually agreed upon between the auditors and the Board of Directors of the Company.
The report of the Statutory Auditors along with Notes on Standalone and Consolidated Financial Statements for the year ended 31.03.2018 is enclosed with the Annual Report. There are no qualification, reservation, adverse remarks or disclaimer in the Auditorsâ Report on Standalone and Consolidated Financial Statements.
Further, during the year, the Auditorsâ has not reported any fraud u/s 143(12) of the Companies Act, 2013 and rules made there under.
SECRETARIAL AUDIT
In terms of Section 204 of the Companies Act, 2013 and Rules made there under, Company has appointed M/s. Chandrasekaran Associates, Practicing Company Secretaries, to conduct the Secretarial Audit of the Company for the financial year 2017-18.
The report of the Secretarial Auditors for the financial year 2017-18 is enclosed as Annexure-IV to this report. The report is self-explanatory and do not call for any further comments. There is no qualification, observations, disclaimer, adverse remark or other remarks in the Secretarial Auditorsâ Report.
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. Implementations of recommendations from various audit reports are regularly monitored by the senior management.
During the year under review M/s. Ramesh Jain & Associates, Chartered Accountants, (FRN : 002889N), Internal Auditors of the Company resigned from the position of Internal Auditors of the Company, therefore the Company has appointed M/s. Ram Rattan & Associates, Chartered Accountants, New Delhi (FRN 004472N) as the Internal Auditors of the Company, w.e.f. 14.12.2017.
RELATED PARTY TRANSACTIONS
The Company has also adopted a Related Party Transaction Policy which is also available on the website of the Company viz âwww.blblimited.comâ. In the policy, the criteria for determining the material transactions 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.
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 on armâs length basis. There is no material transaction with related parties during the year as defined under Listing Regulations and as per companyâs Related Party Transaction Policy. Further, as per Companies Act, 2013 and rules made there under, the term âMaterial Transactionsâ 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 Regulation 23 of the Listing Regulations read with Related Party T ransaction Policy and has concluded that no transaction falls under material transaction as per the requirement.
The prescribed Form AOC-2 is enclosed and forms part of this Report as Annexure-V. Your directors draw attention of members to Note No. 34 to the standalone financial statements which set out related party disclosures.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
Sh. Brij Rattan Bagri (DIN: 00007441) 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) continues to be Independent Directors of the Company. Sh. Keshav Chand Jain and Sh. Vikram Rathi, continues to be the Director(s) of the Company and Mr. Vikash Rawal continues to be the Chief Financial Officer of the Company.
DECLARATION BY INDEPENDENT DIRECTORS
Mr. Rajesh Kumar Damani (DIN: 01405935), Mr. Manas Jain (DIN: 02785654) and Smt. Dhwani Jain (DIN: 06985038) 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 meets the criteria of independence as specified in Regulation 16 of the Listing Regulations and Section 149 (6) of the Companies Act, 2013 and the Rules made thereunder.
DETAILS OF BOARD MEETINGS
During the year under review, 7 (Seven) Board meetings were held, details of which are given in the relevant paragraphs of Corporate Governance Report which forms part of this report.
SEPARATE MEETING OF INDEPENDENT DIRECTORS
The Company has convened and held a separate meeting of independent directors on 17.03.2018 during the period under review.
COMMITTEES OF BOARD
The Composition of Committees, i.e. Audit Committee, Nomination and Remuneration Committee, Stakeholder Relationship Committee; since the last Annual General Meeting has changed.
Further details of the same like date of reconstitution of Committees, number of committee meetings, attendance of committee members and other terms of reference are given in the relevant paragraphs of Corporate Governance Report which forms part of this report.
Your Board has accepted all the recommendation(s) made by the Audit Committee during the year.
DIRECTORSâ 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 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;
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; and
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.
EVALUATION OF BOARD PERFORMANCE
The Board has framed a performance evaluation policy which is displayed on the website of the company, viz. www.blblimited.com, for evaluating its own performance and its Committees, Executive Director, Non-executive Directors including Independent Directors. Pursuant to the Section 134(3)(p) and Schedule IV of the Companies Act, 2013 read with Regulation 17 of the Listing Regulations, the Board in their meeting held on 10.04.2018 have carried out an evaluation of Independent Directors, the directors individually, as well as the evaluation of the working of its Committees.
Based on the Performance Evaluation carried out by the Board of the Company, the performance of the Board and its Committees and Individual Directors of the Company was found satisfactory.
As per Schedule IV to the Companies Act, 2013 and Regulation 25 of the Listing Regulations, a separate meeting of Independent Directors was held on March 17, 2018, where Independent Directors, reviewed the performance of Non-Independent Directors, the Board as a whole, and the Chairman of the Company and found their performances to be satisfactory.
CORPORATE SOCIAL RESPONSIBILITY (CSR)
At present, the provisions of Section 135 of the Companies Act, 2013 are not applicable to the Company.
MATERIAL CHANGES AND COMMITMENT
There is no material changes and commitments affecting the financial position of the Company between the end of financial year of the Company and the date of this report.
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 Companyâs operations in future.
Stock Exchange Membership - Single Registration
During the year under review, the Company has applied for the single registration for the Membership held on National Stock Exchange of India Limited (NSE) and BsE Limited (BSE), which was granted on March 26, 2018 (SEBI Registration No. : INZ000171635).
RISK MANAGEMENT POLICY
a. Development of Risk Management Policy: In terms of the requirement of the Companies Act, 2013 and the Listing Regulations, the Company has developed and implemented the Risk Management Policy and the Audit Committee of the Company 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 Companyâs Management systems, organizational structures, processes, standards, code of conduct and behaviors together form the Risk Management System of the Company and are managed accordingly. In the opinion of Board, none of the risks which have been identified may threaten the existence of the Company.
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, Financial and Accounting Risk Regulatory and Compliance Risk, Human Resource Risk and Business Continuity Risk. Your Company has well defined processes and systems to identify, assess & mitigate the key risks. A platform for exception reporting of violations is in place which is reviewed regularly and remedial measures are being undertaken immediately. The risk management process consists of risk identification, risk assessment, risk prioritization, risk treatment or mitigation, risk monitoring and documenting the new risks.
VIGIL MECHANISM
Your Company has established a Vigil Mechanism (Whistle Blower Policy) as per the requirements of Section 177(9) & (10) of the Companies Act, 2013 and Regulation 22 of the Listing Regulations. 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 functioning of the vigil mechanism is reviewed by the Audit Committee periodically. None of the Directors or employees have been denied access to the Audit Committee of the Board.
The vigil mechanism (Whistle Blower Policy) may be accessed on the Companyâs website âwww.blblimited.comâ.
COMPANYâS POLICY ON APPOINTMENT AND REMUNERATION
The Nomination and Remuneration Committee of your Company has framed a âNomination, Remuneration and Evaluation Policyâ on directorâs appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a director. The said policy has been approved by the Board of Directors of your Company.
The detailed âNomination, Remuneration and Evaluation Policyâ is annexed herewith as Annexure-VI and also may be accessed on the website of the company viz. âwww.blblimited.comâ.
DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013
The Company always endeavors to create and provide an environment that is free from discrimination, intimidation, abuse and harassment including sexual harassment. It is also believed that, itâs the responsibility of the organization to protect the integrity and dignity of its woman employees. Therefore the Company has âPrevention of Sexual Harassment Policyâ 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. As per the policy, any woman employee may report her complaint to ICC which is formed for this purpose.
The following is a summary of sexual harassment complaints received and disposed off during the year 2017-18:
Number of complaints pending as on the beginning of the financial year : Nil
Number of complaints filed during the financial year : Nil
Number of complaints pending as on the end of the financial year : Nil
CONSOLIDATED FINANCIAL STATEMENTS
In accordance with Section 129(3) of the Companies Act, 2013, the company has prepared Consolidated Financial Statements of the Company and its subsidiary companies for the financial year 2017-18 which form part of the Annual Report.
DISCLOSURE ABOUT RECEIPT OF ANY COMMISSION BY MANAGING DIRECTOR/WHOLE TIME DIRECTOR FROM A COMPANY AND ALSO RECEIVING COMMISSION/REMUNERATION FROM ITS HOLDING OR SUBSIDIARY COMPANY
None of the Whole Time Director were in receipt of commission from the Company or commission / remuneration from its subsidiary companies. Hence, no disclosure pertaining to provisions of Section 197(14) of Companies Act 2013 has been furnished. REPORTING OF FRAUD AS PER SECTION 143(12)
Reporting of fraud is necessary pursuant to Section 143(12) of the Companies Act, 2013. During the Financial Year 2017-18, no such reporting of Fraud has been made by Auditors against the Directors/ officers or employees of the Company.
SEBI COMPLIANCES
Your Company is a SEBI registered trading and clearing member of the National Stock Exchange of India Limited & BSE Limited. Details of designated persons for SEBI compliances are mentioned in Corporate Governance Report.:
PARTICULARS OF EMPLOYEES
The information as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) & (2) 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-VII.
HUMAN RESOURCES
Your Company treats its âhuman resourcesâ 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:
(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:
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
(BRIJ RATTAN BAGRI)
Place : New Delhi CHAIRMAN
Date : 02.08.2018 (DIN: 00007441)
Mar 31, 2016
Dear Shareholders,
The Directors take immense pleasure in presenting their Thirty Fifth (35th) Annual Report together with the Standalone and Consolidated Audited Statement of Accounts of BLB Limited ("the Company") for the financial year 2015-2016.
STATE OF COMPANY''S AFFAIRS
Financial year 2015-16, the Indian Stock Market faced tough time due to global headwinds and poor earnings momentum. NIFTY 50 and NIFTY 500, was down 8.86% and 7.54% respectively, in the financial year 2016. The dip was seen across almost all the quarters of the year. The Company is trying to re-position 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 are given in the table below:
(Rs. In Lacs)
|
FINANCIAL YEAR ENDED |
|||
STANDALONE |
CONSOLIDATED |
|||
31/03/2016 |
31/03/2015 |
31/03/2016 |
31/03/2015 |
|
Profit before Tax for the year Less: Provision for Taxation |
75.52 |
28.36 |
186.53 |
214.59 |
- Current Tax |
14.42 |
8.32 |
43.26 |
66.50 |
- MAT Credit |
(14.42) |
(5.00) |
(14.35) |
(4.97) |
- Deferred Tax |
(7.00) |
(49.69) |
(11.94) |
(45.37) |
- Relating to earlier years |
6.07 |
- |
11.38 |
2.97 |
Profit After Tax |
76.45 |
74.73 |
158.18 |
195.46 |
Add: Balance brought forward from Previous years |
6018.55 |
7335.20 |
6382.20 |
7582.02 |
Add: Additional Depreciation provided as prescribed under Part C of Schedule II to the Companies Act, 2013 |
- |
(25.96) |
- |
(29.87) |
Add: Deferred Tax Assets reversed |
(116.17) |
(1365.41) |
(116.17) |
(1365.41) |
Surplus available for appropriation |
5978.83 |
6018.56 |
6424.21 |
6382.20 |
Profit/(Loss) carried to Balance Sheet (Accumulated) |
5978.83 |
6018.56 |
6424.21 |
6382.20 |
SUBSIDIARY COMPANY(IES)
The Company has 5 (five) wholly owned subsidiaries, viz. BLB Commodities Limited, BLB Global Business Limited, Sri Sharadamba Properties Limited, Sri Chaturbhuj Properties Limited and Caprise Commodities Limited and 1 (one) step down subsidiary viz. BLB Singapore Ventures Pte. Ltd., as on 31st March, 2016.
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 under review, BLB Commodities Limited had applied for surrender of membership of NCDEX, MCX, NSEL, etc. However, it continues to hold membership of NCDEX-SPOT.
BLB Singapore Ventures Pte. Ltd., a step down subsidiary, had applied for voluntary winding up with Accounting and Corporate Regulatory Authority, Singapore, which vide its Order dated 04.04.2016 has struck off the Company.
The registered office of Sri Sharadamba Properties Limited was shifted from NCT of Delhi to the State of Haryana w.e.f. 10th April, 2015.
During the year, your Company has floated another wholly owned subsidiary Company by the name M/s Caprise Commodities Limited, for acquisition of membership of commodity exchanges.
HIGHLIGHTS ON THE PERFORMANCE OF SUBSIDIARIES (Amount Rs.In Lacs)
Name of the Subsidiary Company |
Total Revenue |
Total Expense |
Exceptional Items |
Profit Before Tax |
Tax |
Profit After Tax |
||||||
2014-15 |
2015-16 |
2014-15 |
2015-16 |
2014-15 |
2015-16 |
2014-15 |
2015-16 |
2014-15 |
2015-16 |
2014-15 |
2015-16 |
|
BLB Commodities Limited |
27379.85 |
22888.58 |
27197.28 |
22835.88 |
(0.45) |
(3.38) |
183.02 |
56.08 |
61.75 |
23.53 |
121.27 |
32.55 |
BLB Global Business Limited |
6963.70 |
5286.86 |
6950.52 |
5270.89 |
0.00 |
0.00 |
13.18 |
15.97 |
3.57 |
6.68 |
9.61 |
9.29 |
Sri Sharadamba Properties Limited |
2.69 |
1.25 |
1.84 |
1.03 |
0.00 |
0.00 |
0.85 |
0.22 |
0.55 |
0.16 |
0.30 |
0.06 |
Sri Chaturbhuj Properties Limited |
62.73 |
1.36 |
62.47 |
0.80 |
0.00 |
0.00 |
0.26 |
0.56 |
(0.37) |
0.18 |
0.63 |
0.38 |
Caprise Commodities Limited |
- |
2.76 |
- |
2.30 |
- |
0.00 |
- |
0.46 |
- |
(125) |
- |
1.71 |
BLB Singapore Ventures Pte. Ltd. (Step down subsidiary)1 |
46.20 |
- |
22.97 |
- |
- |
- |
23.23 |
- |
- |
- |
23.22 |
- |
*Pursuant to the application of BLB Singapore Ventures Pte. Ltd. for voluntary strike off with Accounting and Corporate Regulatory Authority (ACRA), the Company has been struck off w.e.f. 04.04.2016 vide Order dated 04.04.2016 of ACRA, Singapore.
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 as Annexure-I, which forms part of this Annual Report.
CONTRIBUTION OF SUBSIDIARIES TO THE OVERALL PERFORMANCE OF THE COMPANY
During the period under review, the contribution of each subsidiary to the overall performance of the Company is as follows:
S. No. |
NAME OF SUBSIDIARY COMPANY |
CONTRIBUTION TO THE OVERALL PERFORMANCE OF THE COMPANY IN PERCENTAGE* |
1. |
BLB Commodities Limited |
35.41 |
2. |
BLB Global Business Limited |
10.73 |
3. |
Sri Chaturbhuj Properties Limited |
0.38 |
4. |
Sri Sharadamba Properties Limited |
0.15 |
5. |
Caprise Commodities Limited |
0.31 |
CAPITAL
The authorized share capital of your Company as on 31st March, 2016 stood at Rs. 12,50,00,000/-, comprising of 7,50,00,000 equity shares of Re. 1/- each amounting to Rs. 7,50,00,000/- and 5,00,000 preference shares of Rs. 100/- each amounting to Rs. 5,00,00,000/-.
The Issued, Subscribed and Paid-up Equity Share Capital of your Company as on 31st March, 2016, stood at Rs.5,28,65,258/-, comprising of 5,28,65,258 Equity shares of Re. 1/- each.
DIVIDEND
Your Directors have not recommended any dividend for the Financial Year 2015 -16.
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. Details of Unclaimed dividend for the Financial Year 2008-09 shall be transferred by the Company to Investor Education and Protection Fund (IEPF) of the Ministry of Corporate Affairs within its due date.
TRANSFER TO RESERVES
During the Financial Year ended on 31st March, 2016, your Company has not transferred any amount to the General Reserves.
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.
LOANS, GUARANTEES AND INVESTMENTS
Particulars of loans and guarantee given, investments made, and securities provided alongwith the purpose of which the loan or guarantee or security was proposed to be utilized by the recipient are provided in Note Nos. 29 and 35 of Standalone Financial Statements enclosed with this Annual Report.
Your Company continued to hold investments in securities details of which have been provided in the Note No. 11 of Standalone Financial Statements enclosed with this Annual Report.
CORPORATE GOVERNANCE REPORT & MANAGEMENT DISCUSSION AND ANALYSIS REPORT
As required by the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter referred as Listing Regulations), a separate report on Corporate Governance is appended along with the Compliance Certificate from M/s Chandrasekaran Associates, Practicing Company Secretaries, which forms part of this report as Annexure-II.
The Management Discussion and Analysis Report for the year under review, as stipulated under the Listing Regulations with the Stock Exchanges in India, is presented in a separate section which forms part of the Annual Report.
Details as required under Schedule V of the Companies Act, 2013 are mentioned in Corporate Governance Report which forms part of this Annual Report.
EXTRACT OF ANNUAL RETURN
Pursuant to Section 92(3) and 134(3)(a) of the Companies Act, 2013 (''the Act'') and Rule 12(1) of the Companies (Management and Administration) Rules, 2014, extract of Annual Return in Form MGT-9 is annexed as Annexure-III.
STATUTORY AUDITORS, THEIR REPORT AND NOTES TO FINANCIAL STATEMENTS
In the 33rd Annual General Meeting held on 24th September, 2014, M/s. Ram Rattan & Associates, Chartered Accountants, New Delhi (FRN 004472N) had been appointed as Statutory Auditors of the Company for a period of three(3) years subject to ratification at every Annual General Meeting. 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 Sixth (36th) Annual General Meeting of the Company at such remuneration as may be recommended by the Audit Committee and as may be mutually agreed upon between the auditors and the Board of Directors of the Company.
The report of the Statutory Auditors along with Notes on Standalone and Consolidated Financial Statements for the year ended 31/03/2016 is enclosed with the Annual Report. There is no qualification, reservation, adverse remarks or disclaimer in the Auditors'' Report on Standalone and Consolidated Financial Statements.
Further, during the year, the Auditors'' has not reported any fraud u/s 143(12) of the Companies Act, 2013 and rules made there under.
SECRETARIAL AUDIT
In terms of Section 204 of the Companies Act, 2013 and Rules made there under, M/s. Chandrasekaran Associates, Practicing Company Secretaries, New Delhi have been appointed as Secretarial Auditors of the Company. The report of the Secretarial Auditors for the year ended 31/03/2016 is enclosed as Annexure-IV to this report. The report is self-explanatory and do not call for any further comments. There is no qualification, observations or other remarks in the Secretarial Auditors'' Report.
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. Implementations of recommendations from various audit reports are regularly monitored by the senior management. The Board of directors of the Company have also appointed an Internal Auditor, M/s. Ramesh Jain & Associates, Chartered Accountants, (FRN : 002889N) to ascertain, inter-alia, 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.
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 on arm''s length basis. There is no material transaction with related parties during the year as defined under Listing Regulations. Further, as per Companies Act, 2013 and rules made there under, the term âMaterial Transactionsâ 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 Regulation 23 of the Listing Regulations and accordingly, no transaction falls as per the requirement.
The prescribed Form AOC-2 is enclosed and forms part of this Report as Annexure-V.
The Company has adopted a Related Party Transaction policy which is also available on the website of the Company viz âwww.blblimited.comâ. In the policy, the criteria for determining the material transactions 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 during the year with the related parties.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
Mr. Brij Rattan Bagri (DIN: 00007441) 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) continues to be Independent Directors of the Company. Mr. Vikram Rathi (DIN: 00007325) continues to be the Executive Director of the Company. Mr. Vikash Rawal continues to be the Chief Financial Officer of the Company and Mr. Brij Rattan Bagri, Non-Executive Director of the Company continues to be the Chairman of the Company.
During the year Ms. Arpita Banerjee had resigned w.e.f. 20th September, 2015 as the Company Secretary and Compliance Officer of the Company and Ms. Swati Sharma was appointed as Company Secretary and Compliance Officer w.e.f. 28th September, 2015.
Further Ms. Swati Sharma has tendered her resignation as Company Secretary and Compliance Officer of the Company effective from 13th August, 2016 and Ms. Abha Garg has been appointed as Company Secretary and Compliance officer of the company w.e.f. 17.08.2016.
DETAILS OF BOARD MEETINGS
During the year under review, 6 (Six) Board meetings were held, details of which are given in the relevant paragraphs of Corporate Governance Report which forms part of this report.
COMMITTEES OF BOARD
During the year under review, and as on date the Composition of Committees, i.e. Audit Committee, Nomination and Remuneration Committee, Stakeholder Relationship Committee; remain unchanged, and the details viz . number of committee meetings, attendance of committee members and other terms of reference are given in the relevant paragraphs of Corporate Governance Report which forms part of this report.
Your Board has accepted all the recommendation(s) made by the Audit Committee during the year.
DIRECTORSâ 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 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;
(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; and
(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.
DECLARATION BY INDEPENDENT DIRECTORS
Mr. Rajesh Kumar Damani (DIN: 01405935), Mr. Manas Jain (DIN: 02785654) and Smt. Dhwani Jain (DIN: 06985038) 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 Regulation 16 of the Listing Regulations and Section 149 (6) of the Companies Act, 2013 and the Rules made there under.
EVALUATION OF BOARDâS PERFORMANCE
The Board has framed a performance evaluation policy which is displayed on the website of the company, i.e. www.blblimited.com, for evaluating its own performance and its Committees, Executive Director, Non-executive Directors including Independent Directors.
Pursuant to the Section 134(3)(p) and Schedule IV of the Companies Act, 2013 and Regulation 17 of the Listing Regulations, the Board has carried out an evaluation of Independent Directors, the directors individually, as well as the evaluation of the working of its Committees.
Based on the Performance Evaluation carried out by the Board of the Company, the performance of the Board and its Committees and individual Directors of the Company was found satisfactory.
As per Schedule IV to the Companies Act, 2013 and Regulation 25 of the Listing Regulations, a separate meeting of Independent Directors was held on 12th February, 2016, where Independent Directors, reviewed the performance of Non-Independent Directors, the Board as a whole, and the Chairman of the Company.
MATERIAL CHANGES AND COMMITMENT
There is no material changes and commitments affecting the financial position of the Company between the end of financial year of the Company and the date of this report.
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.
RISK MANAGEMENT POLICY
a. DEVELOPMENT OF RISK MANAGEMENT POLICY: In terms of the requirement of the Companies Act, 2013 and the Listing Regulations, the Company has developed and implemented the Risk Management Policy and the Audit Committee of the Company 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 are managed accordingly.
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. Your Company 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(9) &
(10) of the Companies Act, 2013 and Regulation 22 of the Listing Regulations. 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 vigil mechanism (Whistle Blower Policy) may be accessed on the Company''s website âwww.blblimited.comâ.
COMPANY''S POLICY ON APPOINTMENT AND REMUNERATION
The Nomination and Remuneration Committee of your Company has framed a âNomination, Remuneration and Evaluation Policyâ on director''s appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a director. The said policy has been approved by the Board of Directors of your Company.
The detailed âNomination, Remuneration and Evaluation Policyâ is annexed herewith as Annexure-VI and also may be accessed on the website of the company i.e. âwww.blblimited.comâ.
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, which is placed on the website of the company i.e. www.blblimited.com.
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 2015-16:
Number of complaints pending as on the beginning of the financial year : Nil
Number of complaints filed during the financial year : Nil
Number of complaints pending as on the end of the financial year : Nil
PARTICULARS OF EMPLOYEES
The information as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) & (2) 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-VII.
HUMAN RESOURCES
Your Company treats its âhuman resourcesâ 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 conservation of energy |
The Company is a stock broking Company and requires normal consumption of electricity. The Company takes all necessary steps to reduce the consumption of energy. Your Company is not an industry as listed in Schedule to Rule 2 of the Companies (Disclosure of Particulars in the Report of Board of Directors) Rule, 1988. |
(ii) the steps taken by the company for utilizing alternate sources of energy |
|
(iii) the capital investment on energy conservation equipments |
|
(B) Technology absorption- |
|
(i) the efforts made towards technology absorption |
The Company is engaged in the Stock Broking Business and accordingly has not absorbed any Technology. |
(ii) the benefits derived like 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 Earnings & Outgo |
Current Year (2015-16) |
Previous Year (2014-15) |
Inflow |
NIL |
NIL |
Outflow |
NIL |
NIL |
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
(BRIJ RATTAN BAGRI)
Place : New Delhi CHAIRMAN
Date : 12th August, 2016 (DIN: 00007441)
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  Â
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
Mar 31, 2012
The Directors take immense pleasure in presenting their Thirty First
Directors' Report together with the Audited Accounts for the Financial
Year ended on 31st March, 2012.
FINANCIAL PERFORMANCE
For the Financial Year Ended on 31st March, 2012 (Rs.in lacs)
Particulars Year Ended Year Ended
March 31, 2012 March 31, 2011
Profit/(Loss) before tax (692.89) (3121.32)
Less: Provision for Taxation
à Current Tax 1.00 3.70
à Deferred Tax (219.73) (1271.80)
à Relating to earlier years (5.82) Ã
Profit/(Loss) after tax (468.34) (1853.22)
Add: Balance brought forward
from last year 8504.79 10419.66
Surplus available for appropriation 8036.45 8566.43
Less: Appropriations
à Dividend on Equity Shares
à Proposed 52.87 52.87
à Interim à Ã
à Dividend Distribution Tax 8.58 8.78
à Transfer to General Reserve à Ã
Surplus carried to Balance Sheet 7975.00 8504.79
During the year under review, your Company has incurred Loss After Tax
of Rs. 468.34 Lacs as against Rs. 1853.22 Lacs incurred during Financial
Year 2010-2011.
DIVIDEND
Your Directors recommend a dividend of Rs. 0.10 (i.e. 10%) on the equity
shares of Rs. 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 enclosed with the Accounts, prepared in accordance
with Accounting Standard 21 (AS-21). In view of the general exemption
granted by the Ministry of Corporate Affairs vide the General Circular
No. 2/2011 dated 8th February, 2011 and resolution passed by the Board
of Directors in its Meeting held on 27.08.2012, the required reports
and accounts of Subsidiary Companies are not required to be attached to
your Company's Accounts. However a statement, in terms of Section 212
of the Companies Act, 1956 and as mentioned in above said Circular, is
attached with the Annual Accounts of your Company.
Shareholders desirous of obtaining the report and accounts of your
Company's Subsidiaries may obtain the same upon request to the Company.
The report and accounts of the subsidiary companies will be kept for
inspection at your Company's Registered Office and those of the
subsidiary companies. Further, the same will also be available at the
ÃInvestor Relations" section of your Company's website,
www.blblimited.com in a downloadable format.
During the year under review, the name of your Subsidiary Company BLB
Commodities Private Limited has been changed to BLB Commodities Limited
pursuant to conversion of the Company from Private Limited to Public
Limited and has expanded its business operations by undertaking Export
and Import of Agri Commodities in the international market. It has also
acquired the Membership of NCDEX Spot Exchange.
Your Company has also incorporated one Wholly Owned Subsidiary Company
(WOS) in the name of BLB Global Business Limited (BGBL) to carry on the
Export and Import business of Agri Commodities. Further, your WOS BGBL
has incorporated Wholly Owned Subsidiary companies in Dubai and
Singapore to undertake physical commodities business in the
international market.
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 2012-13 to both the
exchanges where the shares are listed.
DIRECTORS
As per the provisions of Companies Act, 1956 and Article 89 of the
Article of Association of the Company, Sh. Brij Rattan Bagri,
Non-Executive Director and Sh. Manas Jain, Non-Executive Independent
Director of the Company are liable to retire by rotation at the
forthcoming Annual General Meeting and being eligible offered
themselves for re-appointment. As stipulated in terms of Clause 49 of
Listing Agreement, the brief resume of Sh. Brij Rattan Bagri and Sh.
Manas Jain, is provided in the Notice of the 31st Annual General
Meeting of the Company. Your Directors recommend their re-appointment
for your approval.
The tenure of Mr. Satish Kumar Sharma, Executive Director is going to
be expire on 30.09.2012. The Board of Directors recommended his
re-appointment as an Executive Director of the Company for a further
period of three years.
The Company had obtained the approval from the Central Government for
payment of commission to Mr. Brij Rattan Bagri, Non Executive-Chairman
of the Company as per your approval granted on 28th September, 2007 at
the Annual General Meeting for a period of five years since 01st April,
2007(FY 2007-2008). The approval was till the Financial Year 2011-2012.
The Board has decided to seek the fresh approval for payment of
commission to Mr. Brij Rattan Bagri, Non Executive-Chairman of the
Company subject to the approval of shareholders for a further period of
five years.
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.
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, 2012 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 Section 224(1B) of
the Companies Act, 1956 and that they are not disqualified for
reappointment 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 shareholder 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. The recommendations made by the Secretarial Auditors are
implemented in order to improve the processes in the Secretarial
Department.
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
Outflow: 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 : 27th August. 2012 Chairman
Mar 31, 2010
The Directors take immense pleasure in presenting their Twenty Ninth
Directors Report together with the Audited Accounts for the financial
year ended 31st March, 2010.
FINANCIAL PERFORMANCE
For the financial year ended 31st March, 2010 (Rs. in lacs)
Particulars Year Ended Year Ended
March 31, 2010 March 31, 2009
Profit/(Loss) before tax 3724.77 (1409.20)
Less: Provision for Taxation
- Current Tax 887.00 1.21
- Fringe Benefit Tax - 10.25
- Deferred Tax 452.54 (339.75)
- Relating to earlier years 25.63 (2.88)
Profit/(Loss) after tax 2359.60 (1078.03)
Add: Balance brought forward from last year 8683.76 9973.64
Surplus available for appropriation 11043.36 8895.61
Less: Appropriations
Dividend on Equity Shares
Proposed - 52.87
Interim 105.73 -
Dividend Distribution Tax 17.97 8.98
Transfer to General Reserve 500.00 150.00
Surplus carried to Balance Sheet 10419.66 8683.76
With the recovery of the market in the year 2009-10 most sectors
revived after the tragic fall in the capital market in the year
2008-2009. During the year under review, Company has earned a Profit
after Tax of Rs. 2359.60 lacs as against Loss after Tax of Rs. 1078.03
lacs during the previous financial year.
DIVIDEND
During the year under review the Directors declared Interim Dividend of
Re. 0.20 (i.e. 20%) on the equity shares of Re. 1/- each fully paid up
for the financial year 2009-10 which was paid on 29th March, 2010.
RESERVES
During the year under review Company has transferred Rs. 500 Lacs to
the General Reserves from the accumulated profits of the Company.
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
Pursuant to Section 212 of the Companies Act, 1956, the Audited
Statement of Accounts, Auditors and Directors Report of ÃBLB
Commodities Private Limited, ÃBLB Realty Ventures Limited, ÃBLB
Global Business Limited and ÃBLB Institute of Financial Markets
Limited subsidiaries of the Company are annexed to the Annual Report
2009-10 of the Company.
PUBLIC DEPOSITS
Your Company has not accepted any Public Deposits during the year under
review.
DISCLOSURES
During the year the Company has surrendered the Certificate of
Registration as Depository Participantship of Central Depository
Services (India) Limited (CDSL) and National Securities Depository
Limited (NSDL).
The Company has obtained Trading Membership for Currency Derivative
Segment of United Stock Exchange of India Limited and also obtained the
Clearing Membership of Currency Derivative Segment of MCX-SX Clearing
Corporation 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.
LISTING OF SHARES, PAYMENT OF LISTING FEES
The Companys Equity Shares are presently listed on Bombay Stock
Exchange Limited (BSE) and National Stock Exchange of India Limited
(NSE). The Company has paid the annual listing fees for the year
2010-11 to both the exchanges where the shares are listed.
DIRECTORS
As per the provisions of Companies Act, 1956 and Article 89 of the
Article of Association of the Company, Sh. Brij Rattan Bagri and Sh.
Suresh Chand Gupta, Directors of the Company, are liable to retire by
rotation at the ensuing Annual General Meeting and being eligible offer
themselves for re-appointment. As stipulated in terms of Clause 49 of
listing agreement, the brief resume of Sh. Brij Rattan Bagri and Sh.
Suresh Chand Gupta, is provided in the notice of the 29th Annual
General Meeting of the Company.
The tenure of appointment of Sh. Vikram Rathi, Executive Director of
the Company will expire on 30th January, 2011. Sh. Vikram Rathi is
having wide and rich experience in the field of capital market. The
Remuneration Committee as well as the Board of Directors recommend his
re-appointment as an Executive Director of the Company for a further
period of three years. Your directors recommend his re-appointment for
your approval.
PARTICULARS OF EMPLOYEES
Information in accordance with the provisions of Section 217(2A) of the
Companies Act, 1956, read with the Companies (Particulars of Employees)
Rules, 1975, as amended, regarding employees is given in Annexure to
the Directors Report.
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 profit 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, 2010 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 Section 224(1B) of
the Companies Act, 1956 and that they are not disqualified for
reappointments within the meaning of Section 226 of the said Act. The
Board recommends their re-appointment for your approval.
AUDITORS REPORT
The Auditors Report to the shareholder 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. The recommendations made by the Secretarial Auditors are
implemented in order to improve the processes in the Secretarial
Department.
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:
Conversation of Energy The Company is a stock broking
company and has taken necessary
energy conservation measure to
the extend applicable.
Technology absorbtion The Company is engaged in the
stock broking business and accord
ingly have not absorbed any
technology.
Activities relating to exports,
initiatives taken to The Company is not engaged in
Export Activities.
increase 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 thank various bodies and statutory
authorities including Bankers, SEBI, RBI, ROC, Stock Exchanges, ANMI,
etc. for their co-operation. Thanks are also due to the Shareholders
for their co-operation and the confidence they reposed in the
Management.
For and on behalf of the Board of
BLB Limited
Place: New Delhi (Brij Rattan Bagri)
Date: 31st August, 2010 Chairman