Your Directors take immense pleasure in presenting their Thirty Fifth (35th) AnnualReport together with the Standalone and Consolidated Audited Statement of Accounts of BLBLimited ("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 globalheadwinds and poor earning 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 quartersof the year. The Company is trying to re-position itself in the jobbing and arbitragesegment which is full of challenges. Your Company is also exploring various other segmentsand sectors for developing new business avenues. The future of the segment in which theCompany operates is full of challenges and hence the Company has diversified its businessthrough investment in subsidiary companies. Your Company has made substantial investmentin subsidiary companies for undertaking imports exports domestic trading in agricommodities.
The summarized standalone and consolidated results of your Company are given in thetable below:
|PARTICULARS || |
FINANCIAL YEAR ENDED
| || |
| ||31/03/2016 ||31/03/2015 ||31/03/2016 ||31/03/2015 |
|Profit before Tax for the year ||75.52 ||28.36 ||186.53 ||214.59 |
|Less: Provision for Taxation || || || || |
|- 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 |
* Previous year figures have been regrouped/rearranged wherever necessary.
SUMMARY OF OPERATIONS
During the year the net revenue from operations of your Company on standalone basisdecreased from Rs. 297.92 Crores to Rs. 57.54 Crores as compared to previous financialyear however profit after tax increased to Rs. 76.45 lacs from Rs. 74.73 lacs.
The Consolidated net profit after tax of the Company stood at Rs. 158.18 lacs duringthe year as compared to a net profit after tax of Rs. 195.46 lacs for the FY 2014-15.
Further during the reporting period the revenue from operations of the Company onconsolidated basis decreased from Rs. 581.51 Crores to Rs. 286.51 Crores as compared toprevious financial year.
The Company has 5 (five) wholly owned subsidiaries viz. BLB Commodities Limited BLBGlobal Business Limited Sri Sharadamba Properties Limited Sri Chaturbhuj PropertiesLimited and Caprise Commodities Limited and 1 (one) step down subsidiary viz. BLBSingapore Ventures Pte. Ltd. as on 31st March 2016.
Pursuant to the provisions of Section 136 of the Companies Act 2013 the financialstatements of the Company consolidated financial statements along with relevant documentsand separate audited accounts in respect of subsidiaries are available on the website ofthe Company viz "www.blblimited.com".
During the year under review BLB Commodities Limited had applied for surrender ofmembership of NCDEX MCX NSEL etc. However it continues to hold membership ofNCDEX-SPOT.
BLB Singapore Ventures Pte. Ltd. a step down subsidiary had applied for voluntarywinding up with Accounting and Corporate Regulatory Authority Singapore which vide itsOrder dated 04.04.2016 has struck off the Company.
The registered office of Sri Sharadamba Properties Limited was shifted from NCT ofDelhi to the State of Haryana w.e.f. 10th April 2015.
During the year your Company has floated another wholly owned subsidiary Company bythe name M/s Caprise Commodities Limited for acquisition of membership of commodityexchanges.
HIGHLIGHTS ON THE PERFORMANCE OF SUBSIDIARIES
|Name of the Subsidiary || |
Profit Before Tax
Profit After Tax
|Company ||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 ||- ||(1.25) ||- ||1.71 |
|BLB Singapore Ventures Pte. Ltd. (Step down subsidiary)* ||46.20 || |
|22.97 || |
|23.23 || |
| ||23.22 || |
*Pursuant to the application of BLB Singapore Ventures Pte. Ltd. for voluntary strikeoff with Accounting and Corporate Regulatory Authority (ACRA) the Company has been struckoff 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 statementcontaining the salient features of the financial statements of the Company's subsidiariesis set out in the prescribed Form AOC-1 as Annexure-I which forms part of thisAnnual Report.
CONTRIBUTION OF SUBSIDIARIES TO THE OVERALL PERFORMANCE OF THE COMPANY
During the period under review the contribution of each subsidiary to the overallperformance of the Company is as follows:
|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 |
* The aforestated percentage is calculated on profit before exceptional items andtax figure and excludes the inter-company transactions.
The authorised share capital of your Company as on 31st March 2016 stood atRs. 125000000/- comprising of 75000000 equity shares of Re. 1/- each amounting toRs. 75000000/- and 500000 preference shares of Rs. 100/- each amounting to Rs.50000000/-.
The Issued Subscribed and Paid-up Equity Share Capital of your Company as on 31stMarch 2016 stood at Rs.52865258/- comprising of 52865258 Equity shares of Re. 1/-each.
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 ofinformation regarding unpaid and unclaimed amounts lying with companies) Rules 2012 theCompany has already filed the necessary forms and uploaded the details of unpaid andunclaimed amounts lying with the Company. Details of Unclaimed dividend for the FinancialYear 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 nottransferred any amount to the General Reserves.
Your Company has not accepted any deposits from public and as such no amount onaccount of principal or interest on deposits from public was outstanding as on the date ofthe balance sheet.
LOANS GUARANTEES AND INVESTMENTS
Particulars of loans and guarantee given investments made and securities providedalongwith the purpose of which the loan or guarantee or security was proposed to beutilized by the recipient are provided in Note Nos. 29 and 35 of StandaloneFinancial Statements enclosed with this Annual Report.
Your Company continued to hold investments in securities details of which have beenprovided in the Note No. 11 of Standalone Financial Statements enclosed with thisAnnual Report.
CORPORATE GOVERNANCE REPORT & MANAGEMENT DISCUSSION AND ANALYSIS REPORT
As required by the SEBI (Listing Obligations and Disclosure Requirements) Regulations2015 (hereinafter referred as Listing Regulations) a separate report on CorporateGovernance is appended along with the Compliance Certificate from M/s ChandrasekaranAssociates Practicing Company Secretaries which forms part of this report as Annexure-II.
The Management Discussion and Analysis Report for the year under review as stipulatedunder the Listing Regulations with the Stock Exchanges in India is presented in aseparate section which forms part of the Annual Report.
Details as required under Schedule V of the Companies Act 2013 are mentioned inCorporate 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 Rule12(1) of the Companies (Management and Administration) Rules 2014 extract of AnnualReturn 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 2014M/s. Ram Rattan & Associates Chartered Accountants New Delhi (FRN 004472N) had beenappointed as Statutory Auditors of the Company for a period of three(3) years subject toratification at every Annual General Meeting. Ratification of appointment of StatutoryAuditors is being sought from the members of the Company at the ensuing Annual GeneralMeeting to hold the office from the conclusion of this Annual General Meeting till theconclusion of the Thirty Sixth (36th) Annual General Meeting of the Company atsuch remuneration as may be recommended by the Audit Committee and as may be mutuallyagreed upon between the auditors and the Board of Directors of the Company.
The report of the Statutory Auditors alongwith Notes on Standalone and ConsolidatedFinancial 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 theCompanies Act 2013 and rules made there under.
In terms of Section 204 of the Companies Act 2013 and Rules made thereunder M/s.Chandrasekaran Associates Practicing Company Secretaries New Delhi have been appointedas Secretarial Auditors of the Company. The report of the Secretarial Auditors for theyear ended 31/03/2016 is enclosed as Annexure-IV to this report. The report isselfexplanatory and do not call for any further comments. There is no qualificationobservations or other remarks in the Secretarial Auditors' Report.
INTERNAL FINANCIAL CONTROLS
The internal financial controls with reference to the Financial Statements arecommensurate with the size and nature of business of the Company. Your Companycontinuously invests in strengthening the internal control processes and systems. Theinternal control process and systems provide a reasonable assurance in respect ofproviding financial and operational information complying with applicable statutessafeguarding of assets of the Company and ensuring compliance with corporate policies.Procedures to ensure conformance with the policies processes and standards have been putin place covering all activities.
The processes and financial activities are subjected to independent audits by internalas well as statutory auditors. Implementations of recommendations from various auditreports are regularly monitored by the senior management. The Board of directors of theCompany have also appointed an Internal Auditor M/s. Ramesh Jain & AssociatesChartered Accountants (FRN : 002889N) to ascertain inter-alia their views on theadequacy of internal control systems and keep the board of directors informed of its majorobservations periodically. Internal and statutory audit reports and findings includingcomments by the management if any are periodically placed before the Audit Committee ofthe Board of Directors.
RELATED PARTY TRANSACTIONS
The contracts or arrangements with related parties referred to in sub-section (1) ofSection 188 read with Section 2(76) of the Companies Act 2013 entered into by the Companyare in the ordinary course of business and on arm's length basis. There is no materialtransaction with related parties during the year as defined under Listing Regulations.Further as per Companies Act 2013 and rules made thereunder the term "MaterialTransactions" has not been defined and therefore for the purpose of materialtransactions as mentioned in the Form AOC-2 the Company has taken the definitionfrom the Regulation 23 of the Listing Regulations and accordingly no transaction falls asper 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 onthe website of the Company viz "www.blblimited.com". In the policy thecriteria for determining the material transactions has been defined according to which anycontract 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 afinancial year exceeds 10% of the annual consolidated turnover of the Company as per thelast audited financial statement of the Company. In view of the above criteria there wereno 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 atthe forthcoming Annual General Meeting and being eligible offers himself forre-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 ofthe Company. Mr. Vikram Rathi (DIN: 00007325) continues to be the Executive Director ofthe Company. Mr. Vikash Rawal continues to be the Chief Financial Officer of the Companyand Mr. Brij Rattan Bagri Non-Executive Director of the Company continues to be theChairman of the Company.
During the year Ms. Arpita Banerjee had resigned w.e.f. 20th September 2015as the Company Secretary and Compliance Officer of the Company and Ms. Swati Sharma wasappointed as Company Secretary and Compliance Officer w.e.f. 28th September2015.
Further Ms. Swati Sharma has tendered her resignation as Company Secretary andCompliance Officer of the Company effective from 13th August 2016 and Ms. AbhaGarg 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 aregiven in the relevant paragraphs of Corporate Governance Report which forms part of thisreport.
COMMITTEES OF BOARD
During the year under review and as on date the Composition of Committees i.e. AuditCommittee Nomination and Remuneration Committee Stakeholder Relationship Committee;remain unchanged and the details viz . number of committee meetings attendance ofcommittee members and other terms of reference are given in the relevant paragraphs ofCorporate Governance Report which forms part of this report.
Your Board has accepted all the recommendation(s) made by the Audit Committee duringthe year.
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to the requirement of clause (c) of sub-section (3) of Section 134 of theCompanies Act 2013 your 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 had 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 of the company for that period;
(c) the directors had 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 had prepared the annual accounts on a going concern basis;
(e) the directors had 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 had devised proper systems to ensure compliance with the provisionsof 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. DhwaniJain (DIN: 06985038) are the Independent Directors on the Board of your Company. In theopinion of the Board and as declared by these Directors each of them meet the criteria ofindependence as specified in Regulation 16 of the Listing Regulations and Section 149 (6)of the Companies Act 2013 and the Rules made thereunder.
EVALUATION OF BOARD'S PERFORMANCE
The Board has framed a performance evaluation policy which is displayed on the websiteof the company i.e. www.blblimited.com for evaluating its own performance and itsCommittees Executive Director Non-executive Directors including Independent Directors.
Pursuant to the Section 134(3)(p) and Schedule IV of the Companies Act 2013 andRegulation 17 of the Listing Regulations the Board has carried out an evaluation ofIndependent Directors the directors individually as well as the evaluation of theworking of its Committees.
Based on the Performance Evaluation carried out by the Board of the Company theperformance of the Board and its Committees and individual Directors of the Company wasfound satisfactory.
As per Schedule IV to the Companies Act 2013 and Regulation 25 of the ListingRegulations a separate meeting of Independent Directors was held on 12thFebruary 2016 where Independent Directors reviewed the performance of Non-IndependentDirectors 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 theCompany 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 tribunalsimpacting 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 CompaniesAct 2013 and the Listing Regulations the Company has developed and implemented the RiskManagement Policy and the Audit Committee of the Company reviews the same periodically.
b. IMPLEMENTATION OF RISK MANAGEMENT POLICY: The Company recognizes that risk is anintegral and unavoidable component of business and hence is committed to managing the riskin a proactive and effective manner. The Risk Management Policy approved by the Board hasbeen effectively implemented. The Company's Management systems organizational structuresprocesses standards code of conduct and behaviors together form the Risk ManagementSystem of the Company and are managed accordingly.
c. IDENTIFICATION OF KEY RISKS WHICH MAY THREATEN THE EXISTENCE OF THE COMPANY AND RISKMITIGATION: The common risks faced by the Company include Market Risk Technology riskOperational Risk Reputation Risk Regulatory and Compliance Risk Human Resource Risk andBusiness Continuity Risk. Your Company has well defined processes and systems to identifyassess & mitigate the key risks. A platform for exception reporting of violations isin place which are reviewed regularly and remedial measures are being undertakenimmediately.
Your Company has established a Vigil Mechanism (Whistle Blower Policy) as per therequirements of Section 177(9) & (10) of the Companies Act 2013 and Regulation 22 ofthe Listing Regulations. The vigil mechanism is a channel through which the Directors andEmployees of the Company have a secure mechanism to report genuine concerns including anyunethical behavior actual or suspected frauds taking place in the Company for appropriateaction or reporting.
The vigil mechanism (Whistle Blower Policy) may be accessed on the Company's website"www.blblimited.com".
COMPANY'S POLICY ON APPOINTMENT AND REMUNERATION
The Nomination and Remuneration Committee of your Company has framed a"Nomination Remuneration and Evaluation Policy" on director's appointment andremuneration including criteria for determining qualifications positive attributesindependence of a director. The said policy has been approved by the Board of Directors ofyour Company.
The detailed "Nomination Remuneration and Evaluation Policy" is annexedherewith as Annexure-VI and also may be accessed on the website of the company i.e."www.blblimited.com".
DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITIONAND REDRESSAL) ACT 2013
The Company always endeavours to create and provide an environment that is free fromdiscrimination and harassment including sexual harassment. The Company has in place anAnti Sexual Harassment Policy in line with the requirements of The Sexual Harassment ofWomen at the Workplace (Prevention Prohibition & Redressal) Act 2013 which isplaced on the website of the company i.e. www.blblimited.com.
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.
The following is a summary of sexual harassment complaints received and disposed offduring 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 withRule 5(1) & (2) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 in respect of employees of the Company forms part of this report asAnnexure-VII.
Your Company treats its "human resources" as one of its most importantassets. Your Company continuously invests in attraction retention and development oftalent on an ongoing basis.
DETAILS OF CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS ANDOUTGO
The disclosures to be made under sub-section (3) (m) of Section 134 of the CompaniesAct 2013 read with Rule 8 (3) of the Companies (Accounts) Rules 2014 by your Company areexplained 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 utilising 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 yearas compared to the previous financial year has been provided hereunder:
|Foreign Exchange Earnings & Outgo ||Current Year (2015-16) ||Previous Year (2014-15) |
|I nflow ||NIL ||NIL |
|Outflow ||NIL ||NIL |
Your Directors place on record their appreciation for employees at all levels who havecontributed to the growth and performance of your Company.
Your Directors also thank the clients vendors bankers shareholders and advisers ofthe Company for their continued support.
Your Directors also thank Regulators Stock Exchanges and other Statutory Authoritiesfor 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) |