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Balgopal Commercial Ltd.

BSE: 539834 Sector: Others
NSE: N.A. ISIN Code: INE119R01014
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Balgopal Commercial Ltd. (BALGOPALCOMMER) - Director Report

Company director report

For The Financial Year 2014-15

Dear Members

Your Directors have pleasure in presenting their 33rd Annual Report on thebusiness and operations of the Company together with the audited financial statements forthe financial year ended March 31st 2015.

1. Financial Performance of the Company

(Amount in Rs.)

Particulars 2014-15 2013-14 2014-15 2013-14
Profit Before Tax & Provision 788002 56920 777702 46024
Less: Current Tax 191203 17588 191203 17588
Profit After Tax available for appropriation 596800 39332 586499 28436
Loss Brought Forward From Previous Year (56577) (95909) (132 968) 161 (404)
Transfer to General Reserve Nil Nil Nil Nil
Proposed Dividend Nil Nil Nil Nil
Tax on Proposed Dividend Nil Nil Nil Nil
Profit/ (Loss) Carried Forward 540223 (56577) 463979 132 (968)
Basic/ Diluted Earnings Per Share 0.04 0.16 0.04 0.12

2. Dividend

Your Directors have not recommended any dividend for the financial year 2014-15.

3. Transfer Of Unclaimed Dividend To Investor Education And Protection Fund

The provisions of Section 125(5) of the Companies Act 2013 do not apply on the companyas no dividend has been declared during the year.

4. Reserves

No amount was transferred to the Reserves during the year.

5. Brief description of the Company's working during the year/State of Company's affair

The Company's Primary business is trading in Sarees having a wide variety of sareesfrom plain to designer and cotton to silk.

6. Change in the nature of business if any

There has been no change in the nature of the business of the Company during the year.

7. Post Balance Sheet Events

No material changes have been occurred between the end of the financial year of thecompany to which the financial statements relate and the date of the report.

8. Details in respect of adequacy of internal financial controls with reference to theFinancial Statements.

The directors have laid down internal financial controls to be followed by the companyand that such internal financial controls are adequate and were operating effectively.

9. Details of Subsidiary/Joint Ventures/Associate Companies

The Statement in Form AOC-I containing the salient feature of the financial statementof your Company's subsidiaries associates and joint venture companies pursuant to firstproviso to Section 129(3) of the Companies Act 2013 (Act) read with Rule 5 of theCompanies (Accounts) Rules 2014 forms part of the Annual Report. Further in line withSection 129(3) of the Act read with the aforesaid Rules the Listing Agreement with theStock Exchanges and in accordance with the Accounting Standard 21 (AS-21) ConsolidatedFinancial Statements prepared by your Company include financial information of itssubsidiary companies.

The following are the wholly owned subsidiaries of the Company:

a) Debdaru Commosale Pvt. Ltd.

b) Shreesh Ply Boards Pvt. Ltd.

10. Deposits

The company has neither accepted nor renewed any deposits during the year coveredunder Chapter V of the Act.

11. Statutory Auditors

M/s GHOSH & GHOSH Chartered Accountants have been re-appointed as StatutoryAuditors of the company till the conclusion of the Annual General Meeting of the companyto be held in the year 2019 (subject to ratification of their re- appointment at everyAGM) and the Directors of the Company shall fix the remuneration from time to time inconsultation with the Audit Committee.

12. Auditors' Report

The observations made by the Auditors are self- explanatory and do not require anyfurther clarification. Further the explanations or comments by the Board on everyqualification reservation or adverse remark or disclaimer made by the auditor in hisreport shall be given.

13. Familiarisation Programme for Independent Directors

In terms of Clause 49(II)(B)(7) of the Listing Agreement your Company is required toconduct the Familiarisation Programme for Independent Directors (IDs) to familiarise themabout their roles rights responsibilities in your Company nature of the industry inwhich your Company operates business model of your Company etc. through variousinitiatives. The details of such familiarization programmes are available on yourCompany's website and a link to the said programmes has been providedelsewhere in this Annual Report.

14 . Share Capital

Issue of equity shares with differential rights

The Company has not issued any of its securities with differential rights during theyear under review.

Buy Back of Securities

The company has not bought back any of its securities during the year under review.

Sweat Equity Bonus Shares & Employee Stock Option Plan

During the period under review the company made the following bonus issue:

- 2880000 equity shares of Rs. 10/- each amounting to Rs. 28800000/- on 3rdJuly 2014.

- 13390000 equity shares of Rs. 10/- each amounting to Rs. 133900000/- on 22ndAugust 2014.

Preferential Issue of Capital

The company has not issued any shares on preferential basis during the year.

15 . Extract of the Annual Return

The extract of the Annual Return pursuant to the provisions of section 92 read withRule 12 of the Companies (Rules) 2014 is furnished in Annexure A (MGT – 9) and isattached to this Report.

16. Conservation of energy Technology absorption and Foreign exchange earnings andOutgo

The provisions of section 134(m) of the Companies Act 2013 regarding the disclosure ofparticulars of conservation of energy and technology absorption prescribed by the rulesare not applicable to our company. The company does not have any Foreign Exchangetransactions during the financial year.

17. Corporate Social Responsibility (CSR)

As the company does not have net worth of rupees five hundred crore or more orturnover of rupees one thousand crore or more or a net profit of rupees five crore or moreduring any financial year the disclosures as per Rule 9 of Companies (Corporate SocialResponsibility Policy) Rules 2014 is not applicable.

18. Directors:

A) Changes in Directors and Key Managerial Personnel

During the year under review following changes were made in the composition of theBoard of Directors and Key Managerial Personnel:

1. At the Annual General Meeting held on 22ndA ugust 2014:

- Mrs. Manisha Agarwal was reappointed as an Independent Director for a period of fiveyears.

- Mr. Vikash Gupta who was appointed as an Additional Director on 28th July2014 was regularized as an Independent Directors for a period of five years.

- Mr. Barun Mahansaria was appointed as Managing Director of the Company for a term offive years w.e.f 23rd August 2014.

2. Ms. Aditi Jain has been appointed as the Company Secretary of the Company w.e.f 4thDecember 2014.

3. Mr. Banwari Lal Mahansaria Director of the Company will also be appointed as theChief Financial Officer of the Company w.e.f 28thM ay 2015.

B) Declaration by an Independent Director(s) and re- appointment

Mr. Vikash Gupta and Mrs. Manisha Agarwal Independent Directors of the Company haveconfirmed that they fulfilled all the conditions of the Independent Directorship as laiddown in subsection (6) of Section 149 of the Companies Act 2013 and the rules madethere under and the same have been noted by the Board.

C) Formal Annual Evaluation

In compliance with the Schedule IV of the Companies Act 2013 a meeting of theIndependent Directors of the company was held to review and evaluate the performance ofthe Non- Independent Directors and the chairman of the company taking into account theviews of the Executive Directors and Non- Executive Directors assessing the qualityquantity and timeliness of flow of information between the company management and theBoard and also to review the overall performance of the Board. The meeting of the companywas held on 5th February 2015 wherein the performance of the Board as a wholewas evaluated.

19. Number of meetings of the Board of Directors

Six Meetings of the Board of Directors were held during the financial year 2014-15.These were held on the following dates:

i) 27.05.2014 ii) 03.07.2014 iii) 28.07.2014 iv) 29.10.2014 v) 05.02.2015 and vi)25.03.2015.

20. Audit Committee

Composition of the Audit committee is in accordance with the requirements of section177 of the Companies Act 2013 which is stated below:

Name Designation
Manisha Agarwal Chairman
Vikash Gupta Member
Barun Mahansaria Member

21. Order of Court

The company is not subject to any legal proceedings and claims which will have amaterial or adverse effect on the going concern status or company's operations orfinancial conditions.

22. Sexual Harassment Of Women At Work Place

The Company has in place a policy in line with the requirements of The SexualHarassment of Women at Workplace (Prevention Prohibition & Redressal) Act 2013.Internal Complaints Committee (ICC) has been set up to redress complaints receivedregarding sexual harassment. All employees (permanent contractual temporary trainees)are covered under this Policy. There were nil complaints received during the year underreview.

23. Details of establishment of vigil mechanism for directors and employees

Pursuant to sub-section (9) & (10) of section 177 of the Companies Act 2013 readwith rule 7 of the Companies (Meetings of Board and its Powers) Rules 2014 the Companyhas established a Whistle Blower Policy (Vigil mechanism) for Directors and Employees ofthe Company to report their genuine concerns or grievances. The policy was approved by theBoard of Directors of the Company at its meeting held on 28th July 2014 andthe Audit Committee was empowered by the Board of Directors to monitor the same and toreport to the Board about the complaints in an unbiased manner.

24. Nomination and Remuneration Committee

Composition of the Nomination & Remuneration Committee is in accordance with therequirements of section 178(1) of the Companies Act 2013. The composition is as under:

Name Designation
Manisha Agarwal Chairman
Vikash Gupta Member
Barun Mahansaria Member

25. Stakeholder's Relationship Committee

Composition of the Stakeholder's Relationship Committee is in accordance with therequirement of the provisions of the Companies Act 2013. The Composition is as under:

Name Designation
Manisha Agarwal Chairman
Vikash Gupta Member
Banwari Lal Mahansaria Member

26. Particulars of Loans Guarantees or Investments

There are no Loans guarantees or Investments as per section 186 of the Companies Act2013.

27. Particulars of Contracts or Arrangements with Related Partie

Your company has no material individual transactions with its related parties which arecovered under section 188 of the Companies Act 2013 which are not in the ordinary courseof business and not undertaken on an arm's length basis during the financial year 2014-15.

28. Managerial Remuneration:

The Company earned minimal profit during the year so the Company has not provided anyManagerial Remuneration to the Directors.

29. Secretarial Audit Report

Pursuant to the provisions of Section 204 of the Companies Act 2013 read withcorresponding Rules framed thereunder Bira Agarwal was appointed as the SecretarialAuditors of the Company to carry out the secretarial audit for the year ending 31st March2015. There is no qualification reservation or adverse remark or disclaimer made by thecompany secretary in the secretarial audit report.

30. Corporate Governance Certificate

The Corporate Governance certificate from the auditor regarding compliance ofconditions of corporate governance as stipulated in Clause 49 of the Listing agreement hasbeen annexed with the report.

31. Corporate Governance Report and Management Discussion & Analysis Reports

The Corporate Governance Report and Management Discussion & Analysis Report havebeen annexed with the report.

32. Risk management policy

The company does not have any Risk Management Policy as the element of risk threateningthe Company's existence is very minimal.

33. Directors' Responsibility Statement

Pursuant to Section 134(5) of the Companies Act 2013 your Directors confirmthat—

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

(b) the directors have selected such accounting policies and applied themconsistently and made judgments and estimates that are reasonable and prudent so as togive a true and fair view of the state of affairs of the company at the end of thefinancial year and of the profit and loss of the company for that period;

(c) the directors have taken proper and sufficient care for 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 directors have prepared the annual accounts on a going concern basis;

(e) the directors have laid down internal financial controls to be followed bythe company and that such internal financial controls are adequate and were operatingeffectively and

(f) the directors have devised proper systems to ensure compliance with theprovisions of all applicable laws and that such systems were adequate and operatingeffectively.

34. Acknowledgements

Your Directors would like to express their appreciation of the co-operation andassistance received from the shareholders bankers and other business constituents duringthe year under review

For and on behalf of the Board of Directors
Sd/- Sd/-
Managing Director Director & CFO
(DIN: 06759635) (DIN: 06759626)
Place: Kolkata
Date: 28th May 2015