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Bajaj Global Ltd.

BSE: 512261 Sector: Others
NSE: N.A. ISIN Code: INE553H01015
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Bajaj Global Ltd. (BAJAJGLOBAL) - Director Report

Company director report

The Directors present their Thirtieth Annual Report and Audited Statement of Accountsfor the year ended 31st March 2015.

FINANCIAL RESULTS :

The accounts for the year under review reflect a profit of 4617996 /-.The Directorspropose to appropriate the same as under:

Profit / (Loss) Before Tax 4617996
Less: - Appropriations
Provision for Taxation
Current Tax 1240722
Deferred Tax 8798
1249520
Profit / (Loss) After Tax 3368476
ADD:- Balance Brought Forward 27722950
27722950
31091426
Less :Transfer to Reserve Fund (674000)
Contingent Provision (7000)
Depreciation adjustment
as per Companies Act 2013 (5419)
(686419)
BALANCE CARRIED FORWARD 30405007

DIVIDEND:

The Directors regret their inability to recommend any dividend for the year underreview.

STATE OF COMPANY'S AFFAIR AND FUTURE OUTLOOK:

The performance of the Company was satisfactory during the year under review. YourCompany plans to take the performance to the next level by adopting modern ways and henceyour Directors are confident of achieving better working results in the coming years.

EXTRACT OF ANNUAL RETURN:

The extract of Annual Return in format MGT -9 for the Financial Year 2014-15 has beenenclosed with this report.

NUMBER OF BOARD MEETINGS:

During the Financial Year 2014-15 Five (5) meetings of the Board of Directors of theCompany were held i.e on 24.05.2014 11.08.2014 13.11.2014 06.02.2015 26.03.2015

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

There are no related party transactions as referred under Section 188(1) the CompaniesAct 2013 for the Financial Year 2014-15.

SECRETARIAL AUDITOR :

The Board of Directors of the Company has appointed M/s. Siddharth Sipani &Associates Practicing Company Secretary to conduct Secretarial Audit for the FinancialYear 2014 - 15. The Secretarial Audit Report for the Financial Year ended March 31 2015is annexed herewith to this Report. The Secretarial Audit Report does not contain anyqualification reservation or adverse mark.

PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS

Your Directors informed the provisions of Section 186 of the Companies Act 2013 is notapplicable to the Company as the Company is an NBFC Company.

CORPORATE SOCIAL RESPONSIBILITY POLICY:

Your Directors informed that the Company is not required to abide the provisions ofSection 135 of the Companies Act 2013 and Rules made thereunder in relation to theCorporate Social Responsibility as the Company has not covered under any of the conditions/ criteria mentioned under Section 135 of the Companies Act 2013.

DEPOSITS:

The Company has neither accepted nor renewed any deposits during the year under review.

DECLARATION BY INDEPENDENT DIRECTORS :

The Company has received necessary declarations from all the Independent Directors ofthe Company confirming that they meet the criteria of Independence laid down in Section149(6) of the Companies Act 2013.

BOARD EVALUATION :

The Companies Act 2013 states that a formal annual evaluation needs to be made by theBoard and Schedule IV of the Companies Act 2013 states that the performance evaluation ofIndependent Directors shall be done by the entire Board of Directors excluding theDirector being evaluated. The evaluation of all the Directors and the Board as a whole wasbeing conducted. None of the Independent Directors are due for re-appointment.

COMMITTEES IN TERMS OF COMPANIES ACT 2013 :

During the year under review the Company formed below mentioned committees in terms ofCompanies Act 2013.

Audit Committee :

In terms of Section 177 of the Companies Act 2013 read with Rule 6 of the Companies(Meetings of Board and its Powers) Rules 2014 the Company has constituted AuditCommittee of the Board of Directors consisting of below mentioned Independent Directors:

(i) Mr. Akshay Ranka Chairman (Independent Director)
(ii) Dr. Mahendra Kumar Sharma Member (Independent Director)
(iii) Mrs. Suneet Menon Member (Independent Director)

Nomination & Remuneration Committee :

In terms of Section 178 of the Companies Act 2013 read with Rule 6 of the Companies(Meetings of Board and its Powers) Rules 2014 the Company has constituted AuditCommittee of the Board of Directors consisting of below mentioned Independent Directors :

(i) Mr. Akshay Ranka Chairman (Independent Director)
(ii) Dr. Mahendra Kumar Sharma Member (Independent Director)
(iii) Mrs. Suneet Menon Member (Independent Director)

VIGIL MECHANISM

The Vigil Mechanism of the Company which also incorporates a whistle blower policy interms of Section 177(9) of the Companies Act 2013 includes an Ethics comprising SeniorExecutives of the Company. Protected disclosures can be made by a whistle blower throughan e-mail or letter.

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION RESEARCH AND DEVELOPMENT:

Your Directors are of the opinion that with respect to conservation of energy andtechnology absorption as perscribed under Section 134(3)(m) of the Companies Act 2013 readwith the Companies (Accounts) Rules 2014 are not relevant in view of the nature ofbusiness activities of the Company and hence are not required to be given.

FOREIGN EXCHANGE EARNINGS AND OUTGO:

During the year under review there is no foreign exchange earning outgo andexpenditure.

DIRECTORS RESPONSIBILITY STATEMENT :

The financial statements are prepared in accordance with the Generally AcceptedAccounting Principles (GAAP). GAAP comprises mandatory Accounting Standards as prescribedUnder Section 133 of the Companies Act 2013 ('the Act') read with Rule 7 of theCompanies (Accounts) Rules 2014 the provisions of the Act(to the extent notified) andguidelines issued by the Securities and Exchange Board of India (SEBI). There are nomaterial departures from prescribed Accounting Standards in the adoption of thesestandards.

The Directors confirm that :

a) In the preparation of Annual Accounts for the financial year ended March 31 2015the applicable accounting standards have been followed along with proper explanationrelating to material departures and in compliance with the laws.

b) The Directors have selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the Company at the end of the financial year and ofthe profit and loss of the Company for that period.

c) The Directors have taken proper and sufficient care toward the maintenance ofadequate accounting records in accordance with the provisions of this Act for safeguardingthe assets of the Company and for preventing and detecting fraud and other irregularities.

d) The Annual Accounts have been prepared on a going concern basis.

e) The Directors have laid down internal financial controls which are adequate and areoperating effectively.

f) The Directors have devised proper systems to ensure compliance with the provisionsof all applicable laws and such systems are adequate and operating effectively.

DIRECTORS:

In view of the provisions of the Companies Act 2013 Shri Monal Malji (DIN:00511813)retires from the Board by rotation this year and being eligible offers himself forreappointment.

Pursuant to Section 149(4) of the said Act every listed company is required to appointat least one third of its Directors as Independent Directors. The Board already has morethat half of its Directors in the category of Independent Directors. Further pursuant toSection 149(10) &(11) of the Companies Act 2013 an Independent Director shall holdoffice for a term upto Five (5) consecutive years on the Board and shall not hold officein the Company for more than two consecutive terms of five (5) years each.

In view of the same it becomes necessary to appoint and fix the term of existingIndependent Directors of the Company in accordance with Section 149 of the Act andtherefore the Board in its meeting held on 06th February 2015 appointed Shri AkshayRanka (DIN. 00235788) and Dr. Mahendra Kumar Sharma (DIN 00519575 ) Independent Directorsof the Company for a period of 5 (Five) years i.e. from 06th February 2015 to 05thFebraury 2020 pursuant to Section 149 of the Companies Act 2013 subject to theapproval of the members/ shareholders of the Company. As required under the Companies Act2013 and the rules made thereunder the same is now put up for the approval of the membersat the ensuing AGM of the Company. Necessary details have been annexed to the notice ofthe Meeting in terms of Section 102 of the said act. The Independent Directors havesubmitted the declaration of Independence as required Under Section 149(6) of the Actdeclaring that they meet the criteria of independence.

Further Smt. Suneet Menon (DIN 07087748) who was appointed as an Additional Directorof the Company by the Board of Directors with effect from February 06 2015 and who holdsoffice till the date of Annual General Meeting in terms of Section 161 of the CompaniesAct 2013 and in respect of whom the Company has received a notice in writing from amember along with the deposit of requisite amount under Section 160 of the Companies Act2013 proposing her candidature for the office of Independent Director being so eligibleand therefore the Directors recommends to the Shareholders for their approval theappointment of Smt. Suneet Menon as an Independent Director of the Company not liable toretire by rotation to hold office for a period of 5 (Five) years with effect from thedate of approval of her appointment by the Board of Directors i.e. from 06thFebruary 2015 to 05th February 2020.

Apart from the above there is no change as regard to the Directorship of the Company.

LISTING OF SHARES:

The Shares of the Company continued to be listed on the Stock Exchange Mumbai andMadhya Pradesh. The Company has paid the annual listing fee for the financial year2015-2016.

The Equity Shares of the Company has the Electronic connectivity under ISIN No. INE553H01015.To provide service to the Shareholders the Company has appointed M/s. Adroit CorporateServices Private Limited 1st Floor 19 Jaferbhoy Industrial Estate Makwana Road MarolNaka Mumbai-400 059 as Registrar and Transfer Agent of the Company for existing physicalbased and allied Secretarial Services for its Members / Investors and for ElectronicConnectivity with NSDL and CDSL.

AUDITORS AND AUDITORS' REPORT :

M/s B. Chhawchharia & Co. Chartered Accountants Nagpur retires at the conclusionof the ensuing Annual General Meeting and are eligible for re-appointment. The Company hasreceived letters from them to the effect that their re-appointment if made would bewithin the prescribed limits under Section 141 of the Companies Act 2013 and that theyare not disqualified for the re-appointment.

The observations made by the auditors read together with the relevant notes thereonare self-explanatory and do not call any comments.

DETAILS OF SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS OR COURT ORTRIBUNAL:

During the year under review there are no orders passed by any authorities whichimpacts the going concern status and company's operations in future.

INTERNAL FINANCIAL CONTROLS :

The Company has in place adequate internal financial controls with reference tofinancial statements. During the year such controls were tested and no reportablematerial weakness in the design or operation was observed.

MATERIAL CHANGES AFFECTING THE FINANCIAL POSITION OF THE COMPANY:

No material changes / events affecting the financial position of the Company occurredbetween the end of the financial year 31st March 2015 till date of this report.

ACKNOWLEDGEMENT:

Your Directors are grateful to Bankers for their continued support co-operation andassistance during the year. Your Directors express their thanks for the sincere anddedicated efforts put in by the workers staff and officers during the year.

For and on behalf of the Board

Registered Office:
254 Pandit R.S. Shukla Marg
Civil Lines Nagpur-440 001 Akshay R. Ranka Dr. M. K. Sharma
PLACE: NAGPUR. DIRECTOR DIRECTOR
DATED: 11.07.2015 DIN 00235788 DIN 00519575

Form No. MR-3

SECRETARIAL AUDIT REPORT

FOR THE FINANCIAL YEAR ENDED 31st MARCH 2015

(Pursuant to Section 204(1) of the Companies Act 2013 and rule No.9 of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014)

To

THE MEMBERS

BAJAJ GLOBAL LTD

CIN- L51900MH1985PLC036519

254 PANDIT RAVI SHANKAR SHUKLA MARG

CIVIL LINES NAGPUR-440001

We have conducted the secretarial audit of the compliance of applicable statutoryprovisions and the adherence to good corporate practices by BAJAJ GLOBAL LTD. (hereinafterreferred to as 'the Company'). Secretarial Audit was conducted in a manner thatprovided me/us a reasonable basis for evaluating the corporate conducts/ statutorycompliances and expressing my opinion thereon.

Based on my/our verification of the Company's books papers minute books forms andreturns filed and other records maintained by the company and also the informationprovided by the Company its officers agents and authorized representatives during theconduct of secretarial audit we hereby report that in my/ our opinion the company hasduring the audit period covering the financial year ended on 31st March 2015 compliedwith the statutory provisions listed hereunder and also that the Company has properBoard-processes and compliance-mechanism in place to the extent in the manner and subjectto the reporting made hereinafter:

We have examined the books papers minute books forms and returns filed and otherrecords maintained by the Company for the financial year ended on 31st March 2015according to the provisions of:

(i) The Companies Act 2013 (the Act) and the rules made thereunder;

(ii) The Securities Contracts (Regulation) Act 1956 ('SCRA') and the rules madethereunder;

(iii) The Depositories Act 1996 and the Regulations and Bye-laws framed thereunder;

(iv) Foreign Exchange Management Act 1999 and the rules and regulations madethereunder to the extent of Foreign Direct Investment Overseas Direct Investment andExternal Commercial Borrowings;

(v) The following Regulations and Guidelines prescribed under the Securities andExchange Board of India Act 1992 ('SEBI Act'):-

(a) The Securities and Exchange Board of India (Substantial Acquisition of Shares andTakeovers) Regulations 2011;

(b) The Securities and Exchange Board of India (Prohibition of Insider Trading)Regulations 1992;

(c) The Securities and Exchange Board of India (Issue of Capital and DisclosureRequirements) Regulations 2009; (Not applicable to the Company during the AuditPeriod);

(d) The Securities and Exchange Board of India (Employee Stock Option Scheme andEmployee Stock Purchase Scheme) Guidelines 1999; (Not applicable to the Company duringthe Audit Period);

(e) The Securities and Exchange Board of India (Issue and Listing of Debt Securities)Regulations 2008; (Not applicable to the Company during the Audit Period);

(f) The Securities and Exchange Board of India (Registrars to an Issue and ShareTransfer Agents) Regulations 1993 regarding the Companies Act and dealing with client;

(g) The Securities and Exchange Board of India (Delisting of Equity Shares)Regulations 2009; and (Not applicable to the Company during the Audit Period);

(h) The Securities and Exchange Board of India (Buyback of Securities) Regulations1998; (Not applicable to the Company during the Audit Period);

(vi) Other laws applicable to the Company as per the representations made by theManagement.

We have also examined compliance with the applicable clauses of the following:

(i) Secretarial Standards issued by The Institute of Company Secretaries of India.

(ii) The Listing Agreements entered into by the Company with Bombay Stock Exchange(s)

During the period under review the Company has complied with the provisions of the ActRules Regulations Guidelines Standards etc. mentioned above subject to the followingobservations: i) The Company has made advertisement to appoint Company Secretary asapplicable under Companies Act 2013 & in Listing Agreement entered with StockExchanges However no appointment yet done.

We further report that The Board of Directors of the Company is duly constituted withproper balance of Executive Directors Non-Executive Directors and Independent Directors.The changes in the composition of the Board of Directors that took place during the periodunder review were carried out in compliance with the provisions of the Act.

Adequate notice is given to all directors to schedule the Board Meetings agenda anddetailed notes on agenda were sent at least seven days in advance and a system exists forseeking and obtaining further information and clarifications on the agenda items beforethe meeting and for meaningful participation at the meeting.

As per the minutes of the meetings duly recorded and signed by the Chairman thedecisions of the Board were unanimous and no dissenting views have been recorded.

We further report that there are adequate systems and processes in the companycommensurate with the size and operations of the company to monitor and ensure compliancewith applicable laws rules regulations and guidelines.

We further report that during the audit period there were no specific events / actionsin pursuance of the above referred laws rules regulations guidelines etc having majorbearing on the companies affairs.

Date : 10th July 2015 For Siddharth Sipani & Associates
Place: Nagpur Company Secretaries
Sd/-
Siddharth Sipani
(Proprietor)
Mem. No. 28650
CP. No. 11193

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