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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 2015-16

Dear Members

The Directors have pleasure in presenting their 34th Annual Report on thebusiness and operations of the Company together with the audited financial statements forthe financial year ended March 31st 2016.

Financial Performance of the Company

Particulars

(Amount in Rs.)

2015-16 2014-15
Profit Before Tax & Provision 494372 788002
Less: Current Tax 152761 191203
Profit After Tax available for appropriation 341612 596800
Loss Brought Forward From Previous Year - (56577)
Profit/ (Loss) Carried Forward 341612 540223
Basic/ Diluted Earnings Per Share 0.02 0.04

• Dividend

The Directors have not recommended any dividend for the financial year 2015-16.

• 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.

• Reserves

No amount was transferred to the Reserves during the year.

• Brief description of the Company’s working during the year/State ofCompany’s affair

The Company a diversified business entity has great experience in managing anddistributing different products in India more than 20 years. The Company’s Primarybusiness is trading in Sarees having a wide variety of sarees from plain to designer andcotton to silk.

• 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.

• Material Changes and Commitments if any affecting the Financial Position ofthe Company

The equity shares of the company are listed on BSE Limited w.e.f April 13 2016.Further the company is planning for voluntary delisting of the equity shares of thecompany from the Calcutta Stock Exchange Ltd.

• Internal Financial Control Systems and their Adequacy

The details in respect of Internal Financial Control Systems and their Adequacy areincluded in the Management Discussion and Analysis which form part of this report.

• Details of Subsidiary/Joint Ventures/Associate Companies

All the subsidiaries of the Company have ceased during the year ended March 31 2016Name of companies which have ceased to be its subsidiaries companies during the year:

a) Debdaru Commosale Pvt. Ltd.

b) Shreesh Ply Boards Pvt. Ltd.

• Deposits

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

• Auditors

• 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.

• 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.

• Secretarial Audit Report

Pursuant to the provisions of Section 204 of the Companies Act 2013 read withcorresponding Rules framed thereunder Raghunath Mandal was appointed as the SecretarialAuditors of the Company to carry out the secretarial audit for the year ending 31st March2016. There is no qualification reservation or adverse remark or disclaimer made by thecompany secretary in the secretarial audit report. The Secretarial Audit Report is annexedto the Board Report.

• Internal Audit Report

M/S Rinku Jain & Co Chartered Accountants Internal Auditor has submitted a reportfor the financial year 2015-16 based on the internal audit conducted during the year underreview.

• 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

The company has not issued any bonus shares during the current financial year

• Preferential Issue of Capital

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

• 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.

• Board of Directors and Key Managerial Personnel :

The Board has a optimum combination of executive and non executive director of thecompany.

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:

• At the Board meeting held on 28th May 2015

- Mr. Banwari Lal Mahansaria Director of the Company has also been appointed as theChief Financial Officer.

- Ms. Aditi Jain resigned from the post of Company Secretary w.e.f 10thJune 2015.

• Ms. Kirti Jain was appointed as the Company Secretary of the Company w.e.f 7thOctober 2015 but she resigned from the post on 12th February 2016.

• Aashika Banka has been appointed as the Company Secretary of the Company w.e.f12th Feb 2016.

Formal Annual Evaluation

Pursuant to the provisions of the Companies Act 2013 and SEBI (Listing Obligations& Disclosure Requirements) Regulation 2015 the Board has carried out the annualperformance evaluation of its own performance and the Directors individually.

Independent Directors

Mr. Vikash Gupta and Mrs. Manisha Agarwal Independent Directors of the Company havegiven the certificate of independence to the Company stating that they meet the criteriaof independence as mentioned under Section 149(6) of the Companies Act 2013 and the rulesmade there under and the same have been noted by the Board.

• Number of meetings of the Board of Directors

Five Meetings of the Board of Directors were held during the financial year 2015-16.These were held on the following dates:

i) 28.05.2015

ii) 04.08.2015

iii) 07.10.2015

iv) 05.11.2015

v) 12.02.2016

• 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

• 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

• 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

• 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.

• 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.

• Order of Court.

There are no significant and material orders passed by the regulators or courts ortribunals impacting the going concern status and Company’s operation in future.

• Particulars of Loans Guarantees or Investments

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

• Particulars of Contracts or Arrangements with Related Parties:

The 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 year2014-15.

• Managerial Remuneration:

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

• Corporate Governance and Management Discussion & Analysis Reports

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

• Corporate Governance Certificate

The Corporate Governance certificate from the auditor regarding compliance ofconditions of corporate governance as stipulated by SEBI (LODR) Regulations 2015 has beenannexed with the report.

• 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.

• 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 and the Audit Committee was empowered bythe Board of Directors to monitor the same and to report to the Board about the complaintsin an unbiased manner.

• Familiarization program for independent directors

In terms of Reg. 25(7) of the SEBI (LODR) Regulations 2015 the Company is required toconduct the Familiarisation Programme for Independent Directors (IDs) to familiarise themabout their roles rights responsibilities in the Company nature of the industry inwhich the Company operates business model of the Company etc. through variousinitiatives. The details of such familiarization programmes are available on theCompany’s website.

• Risk management policy

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

• Directors’ Responsibility Statement

Pursuant to Section 134(5) of the Companies Act 2013 the Directors confirm that—

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

(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 for the maintenance of adequateaccounting records in accordance with the provisions of this Act for safeguarding theassets 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 by thecompany and that such internal financial controls are adequate and were operatingeffectively and

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

• Acknowledgements

The 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/-
Barun Mahansaria Banwari Lal Mahansaria
Managing Director Director & CFO
(DIN: 06759635) (DIN: 06759626)
Place: Kolkata
Date: 30/05/2016