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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 Thirty First Annual Report and Audited Statement ofAccounts for the year ended 31st March 2016.

FINANCIAL RESULTS:

The accounts for the year under review reflect a profit of 3299406/-.The Directorspropose to appropriate the same as under:

Turnover 5181367
Profit / (Loss) Before Tax 3299406
Less: - Appropriations
Provision for Taxation
Current Tax 934540
Deferred Tax 7511 (942051)
Profit / (Loss) After Tax 2357355
ADD:- Balance Brought Forward 30405007 30405007
32762362
LESS:- Transfer to Reserve Fund (472000)
Contingent Provision (46000) -
Depreciation Adjustment as per Companies Act 2013 - (1518000)
BALANCE CARRIED FORWARD 32244362

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.

Your Company plans to take the performance to the next level by adopting modern waysand hence your Directors are confident of achieving better working results in the comingyears.

EXTRACT OF ANNUAL RETURN:

The extract of Annual Return in format MGT - 9 for the Financial Year 2015-16 hasbeen enclosed with this report.

NUMBER OF BOARD MEETINGS:

During the Financial Year 2015-16 Five (5) meetings of the Board of Directors of theCompany were held i.e on 28.05.2015 11.07.2015 11.08.2015 09.11.2015 29.01.2016.

SEPARATE MEETING OF INDEPENDENT DIRECTORS:

During the year under review a separate meeting of Independent Directors without theattendance of Non-Independent Directors and Members of the Management was held on 29thMarch 2016 as required Under Schedule IV of the Companies Act 2013 (Code forIndependent Directors) read with Regulation 25(3) of the SEBI (Listing Obligation &Disclosure Requirements) Regulations 2015. The Independent Directors inter-alia reviewedthe performance of the Non-Independent Directors Chairman of the Company and the Board asa whole.

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 2015-16.

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 2015 16. The Secretarial Audit Report for the Financial Year ended March 31 2016 isannexed 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 and Regulation 15(2) ofSEBI (Listing Obligation & Disclosure Requirement) Regulations 2015 in relation tothe Corporate Social Responsibility as the Company has not covered under any of theconditions / criteria mentioned under Section 135 of the Companies Act 2013 and SEBI(Listing Obligation & Disclosure Requirement) Regulations 2015.

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.

AUDIT COMMITTEE:

In terms of Section 77 of the Companies Act 2013 read with Rule 6 of the Companies(Meetings of Board and its Powers) Rules 2014 the Audit committee of the Board ofDirectors consisting of below mentioned Independent Directors:

• Shri Akshay Ranka Chairman (Independent Director)

• Dr. Mahendra Kumar Sharma Member (Independent Director)

• Smt. Suneet Menon Member (Independent Director)

as a practice of good Corporate Governance. All the recommendations made by the Auditcommittee were accepted by the Board.

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 Nomination & Remuneration Committeeof the Board of Directors consisting of below mentioned Independent Directors:

• Shri Akshay Ranka Chairman (Independent Director)

• Dr. Mahendra Kumar Sharma Member (Independent Director)

• Smt. Suneet Menon Member (Independent Director) as a practice of good CorporateGovernance.

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 and Regulation 22 of SEBI (ListingObligation & Disclosure Requirement) Regulations 2015 includes an Ethics comprisingSenior Executives of the Company.

CODE OF CONDUCT:

Your Directors informed that pursuant to provisions of Regulation 17(5) of SEBI(Listing Obligation & Disclosure Requirement) Regulations 2015 every listed Companyis under an obligation to adopt a policy on Code of Conduct for all the Members of theBoard of Directors and Senior Management. As per the said regulation the Board ofDirectors adopted the Policy on Code of conduct for all the Members of the Board ofDirectors and Senior Management of the Company.

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION RESEARCH AND DEVELOPMENT:

Your Directors are of the opinion that with respect to conservation of energy andtechnology absorption as prescribed 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 :

In accordance with the provisions of Section 134(5) of the Companies Act 2013 YourDirectors confirm that :

1) In the preparation of Annual Accounts for the financial year ended March 31 2016the applicable accounting standards have been followed along with proper explanationrelating to material departures and in compliance with the laws.

2) The Directors had selected such accounting policies and applied them consistentlyand made judgements 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.

3) The Directors had taken proper and sufficient care towards the maintenance ofadequate accounting records in accordance with the provisions of the Companies Act 2013for safeguarding the assets of the Company and for preventing and detecting fraud andother irregularities.

4) The Directors had prepared the Annual Accounts on a going concern basis.

5) The Directors had laid down internal financial controls which are adequate and areoperating effectively.

6) 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 Director(DIN:00511813) retires from the Board by rotation this year and being eligible offershimself for re-appointment.

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 year2016-2017.

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 Corporate Services Private Limited 1st Floor 19 Jaferbhoy Industrial EstateMakwana Road Marol Naka Mumbai-400 059 as Registrar and Transfer Agent of the Companyfor existing physical based and allied Secretarial Services for its Members / Investorsand for Electronic Connectivity 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 reappointment. 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 reappointment.

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 2016 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.

Registered Office: For and on behalf of the Board
254 Pandit Ravi Shankar Shukla
Marg Civil Lines Nagpur-440 001 For BAJAJ GLOBAL LTD.

 

Place : Nagpur AKSHAY R. RANKA Dr. M. K. SHARMA
Dated: 03.08.2016 DIRECTOR D I R E C T O R
DIN: 00235788 DIN 00519575

Form No. MR-3

SECRETARIAL AUDIT REPORT

FOR THE FINANCIAL YEAR ENDED 31ST MARCH 2016

(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 applicablestatutoryprovisions and the adherence to good corporate practices by BAJAJ GLOBAL LTD.(hereinafter called 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 BAJAJGLOBAL LTD S books papers minute books forms and returns filed and other recordsmaintained by the company and also the information provided by the Company its officersagents and authorized representatives during the conduct of secretarial audit we herebyreport that in my/our opinion the company has during the audit period covering thefinancial year ended on 31st March 2016 complied with the statutory provisionslisted hereunder and also that the Company has proper Board-processes andcompliance-mechanism in place to the extent in the manner and subject to the reportingmade hereinafter: We have examined the books papers minute books forms and returnsfiled and other records maintained by BAJAJ GLOBAL LTD. ( the Company ) for the financialyear ended on 31st March 2016 according 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 framedthereunder;

(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 Audit Period);

(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)

Regulations 1998; (Not applicable to the Company during the Audit Period);

(vi) Other laws applicable to the Company as given below we have relied on thecompliance system prevailing in the Company and on the basis of representation receivedfrom its concerned department : (i) Reserve Bank of India Act 1948 We have also examinedcompliance 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)

(iii) Securities and Exchange Board of India (Listing Obligations and DisclosureRequirements) Regulations 2015 During the period under review the Company has compliedwith the provisions of the Act Rules Regulations Guidelines Standards etc. mentionedabove subject to the following observations:

1. The Company has not duly complied the provision with respect to Appointment of KeyManagerial Personnel.

2. Promoters shareholding are not fully dematerialised.

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 meeting duly recorded and signed by the Chairman TheDecisions of the board were unanimous and no dissenting views have been recorded Wefurther report that there are adequate systems and processes in the company commensuratewith the size and operations of the company to monitor and ensure compliance withapplicable laws rules regulations and guidelines. We further report that during theaudit period there were no specific events / actions in pursuance of the above referredlaws rules regulations guidelines etc having major bearing on the companies affairs.

Date : 02nd August 2016 For Siddharth Sipani & Associates
Place: Nagpur Company Secretaries
SD/-
Siddharth Sipani
(Proprietor)
Memb. No. 28650 CP. No. 11193

ANNEXURE A

To

THE MEMBERS

BAJAJ GLOBAL LTD

CIN- L51900MH1985PLC036519

254 PANDIT RAVI SHANKAR SHUKLA MARG

CIVIL LINES NAGPUR-440001

Our report of even date is to be read along with this letter.

1. Maintenance of secretarial record is the responsibility of the management of thecompany. Our responsibility is to express an opinion on these secretarial records based onour audit.

2. We have followed the audit practices and processes as were appropriate to obtainreasonable assurance about the correctness of the contents of the Secretarial records. Theverification was done on test basis to ensure that correct facts are reflected insecretarial records. We believe that the processes and practices we followed provide areasonable basis for our opinion.

3. We have not verified the correctness and appropriateness of financial records andBooks of Accounts of the company.

4. Where ever required we have obtained the Management representation about thecompliance of laws rules and regulations and happening of events etc.

5. The compliance of the provisions of Corporate and other applicable laws rulesregulations standards is the responsibility of management. Our examination was limited tothe verification of procedures on test basis.

6. The Secretarial Audit report is neither an assurance as to the future viability ofthe company nor of the efficacy or effectiveness with which the management has conductedthe affairs of the company.

Date : 02nd August 2016 For Siddharth Sipani & Associates
Place: Nagpur Company Secretaries
SD/-
Siddharth Sipani
(Proprietor)
Memb. No. 28650 CP. No. 11193