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BLB Ltd.

BSE: 532290 Sector: Financials
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OPEN 7.40
52-Week high 8.77
52-Week low 2.95
P/E 81.11
Mkt Cap.(Rs cr) 38.62
Buy Price 7.30
Buy Qty 1000.00
Sell Price 7.70
Sell Qty 1000.00
OPEN 7.40
CLOSE 7.32
52-Week high 8.77
52-Week low 2.95
P/E 81.11
Mkt Cap.(Rs cr) 38.62
Buy Price 7.30
Buy Qty 1000.00
Sell Price 7.70
Sell Qty 1000.00

BLB Ltd. (BLBLIMITED) - Director Report

Company director report

Dear Shareholders

Your Directors take immense pleasure in presenting their Thirty Fourth Annual Reporttogether with the Audited Statement of Accounts of BLB Limited (“theCompany”) and its subsidiaries for the year ended March 31 2015.


Financial Year 2014-15 has been a good year for the Indian Capital Markets and for yourCompany also which is evident from the comparative financial performance. TheCompany’s trading and investment division has been performing well in tune with themarket. The Company is trying to re-establish itself in the jobbing and arbitrage segmentwhich is full of challenges. Your Company is also exploring various other segments andsectors 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 and its subsidiariesare given in the table below.

(Rs. in Lacs)


Financial Year Ended



31/03/2015 31/03/2014 31/03/2015 31/03/2014
Profit/(loss) before Tax for the year 28.36 (435.10) 214.59 (280.29)
Less: Provision for Taxation
- Current Tax 8.32 3.44 66.50 54.66
- MAT Credit (5.00) - (4.97) -
- Deferred Tax (49.69) (137.42) (45.37) (132.53)
- Relating to earlier years - (0.03) 2.97 5.37
Profit/(Loss) After Tax 74.73 (301.09) 195.46 (207.79)
Add: Balance brought forward from Previous years 7335.20 7636.29 7582.02 7789.81
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 (1365.41) - (1365.41) -
Surplus available for appropriation 6018.56 7335.20 6382.20 7582.02
Less: Appropriations
- Dividend on Equity Shares - - - -
- Dividend Distribution Tax - - - -
Profit/(Loss) carried to Balance Sheet (Accumulated) 6018.56 7335.20 6382.20 7582.02

‘previous year figures have been regrouped/rearranged wherever necessary.

Detailed Report on the Performance and Financial Position of Subsidiaries

Name of the Subsidiary Company

Total Revenue

Total Expense

Profit Before Tax

Tax & Exceptional Items

Profit After Tax

2013-14 2014-15 2013-14 2014-15 2013-14 2014-15 2013-14 2014-15 2013-14 2014-15
BLB Commodities Limited 21472.93 27379.85 21347.23 27197.28 125.70 182.57 44.60 61.29 82.10 121.28
BLB Global Business Limited 3594.76 6963.70 3561.68 6950.52 33.09 13.18 13.93 3.57 19.15 9.60
BLB Singapore Ventures Pte. Ltd - 46.20 14.47 22.97 -14.47 23.23 1.75 - -16.22 23.22
Sri Sharadamba Properties Limited 4.01 2.69 1.55 1.84 2.46 0.86 0.53 0.55 1.93 0.31
Sri Chaturbhuj Properties Limited 3.14 62.73 0.47 62.47 2.67 0.27 0.55 -0.37 2.12 0.64


During the year the net revenue from operations of your Company on standalone basisincreased from Rs. 127.63 Crores in FY 2013-14 to Rs. 297.92 Crores in FY 2014-15. For FY2014-2015 your Company’s profit after tax stood at Rs. 74.73 lacs as compared toloss of Rs. 301.09 lacs in the previous year.

The Consolidated net profit after tax of the Company stood at Rs. 195.46 lacs in FY2014-2015 as compared to a net loss of Rs. 207.79 lacs in FY 2013-14.

The revenue from operations of the Company on consolidated basis also increased fromRs. 344.19 Crores in FY 2013-14 to Rs. 581.48 Crores in FY 2014-15.


During the Financial Year ended on 31st March 2015 your Company has not transferredany amount to the General Reserves.


Your Directors have not recommended any dividend for the Financial Year 2014 -15.


The Issued Subscribed and Paid-up Share Capital of your Company as on 31st March2015 stood at Rs.52865258/- comprising of 52865258 Equity shares of Re.1 each.


Pursuant to section 92(3) of the Companies Act 2013 (‘the Act’) and Rule12(1) of the Companies (Management and Administration) Rules 2014 extract of AnnualReturn is Annexed as Annexure A.


During the year under review 5 (five) Board meetings were held details of which aregiven in the relevant paragraphs of Corporate Governance Report.


The composition of the Committees of the Board of Directors are as under and otherdetails have been provided in the respective paragraphs of Corporate Governance Report.-

a. Audit Committee

Sl. No. Name Chairman/ Member
1 Sh. Rajesh Kumar Damani Chairman
2 Sh. Brij Rattan Bagri Member
3 Sh. Manas Jain Member

b. Nomination & Remuneration Committee

Sl. No. Name Chairman/ Member
1 Sh. Rajesh Kumar Damani Chairman
2 Sh. Keshav Chand Jain Member
3 Sh. Manas Jain Member

c. Stakeholders’ Relationship Committee

Sl. No. Name Chairman/ Member
1 Sh. Rajesh Kumar Damani Chairman
2 Sh. Vikram Rathi Member
3 Sh. Manas Jain Member

d. Investment Committee

Sl. No. Name Chairman/ Member
1 Sh. Brij Rattan Bagri Chairman
2 Sh. Vikram Rathi Member
3 Sh. Manas Jain Member

e. Committee of Directors

Sl. No. Name Chairman/ Member
1 Sh. Brij Rattan Bagri Chairman
2 Sh. Vikram Rathi Member
3 Sh. Keshav Chand Jain Member


In the last Annual General Meeting held on 24th September 2014 M/s. Ram Rattan &Associates Chartered Accountants New Delhi (FRN 004472N) had been appointed StatutoryAuditors of the Company for a period of three years. Ratification of appointment ofStatutory Auditors is being sought from the members of the Company at the ensuing AnnualGeneral Meeting to hold the office from the conclusion of this Annual General Meeting tillthe conclusion of the Thirty Fifth Annual General Meeting of the Company at suchremuneration as may be fixed by the Board of Directors of the Company on therecommendation of the Audit Committee and as may be mutually agreed upon between theauditors and the Board of Directors of the Company.

Further the report of the Statutory Auditors alongwith Notes on Financial Statementsis enclosed with this Report. There is no qualification observation adverse remarks ordisclaimer in the Auditors’ Report.


During the year under review your Company has given loans/inter-corporate deposits toand guarantees on behalf of its Wholly-Owned Subsidiaries pursuant to the provisions ofSection 186 of the Companies Act 2013 details of which have been provided in the NoteNos. 29 32 and 35 on Financial Statements.

Your Company continued to hold investments in securities details of which have beenprovided in the Notes on Financial Statements.


The Company has 4 (four) wholly owned subsidiaries BLB Commodities Limited BLB GlobalBusiness Limited Sri Sharadamba Properties Limited and Sri Chaturbhuj Properties Limitedand one wholly owned Step down subsidiary BLB Singapore Ventures Pte. Ltd. as on 31stMarch 2015.

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 “”.

During the year the wholly owned step down subsidiary BLB Singapore Pte. Ltd. hasapplied for voluntary strike off. Further the registered office of Sri SharadambaProperties Limited was shifted from Delhi to the State of Haryana w.e.f. 1st April 2015.


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’ssubsidiaries is set out in the prescribed Form AOC-1 which forms part of this AnnualReport.


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 at arm’s length basis. The Company hasentered with Related Party Transactions which are at Arms’ length basis howeverthere is no material transaction with Related Parties during the year as defined underListing Agreement. Further as per Companies Act 2013 and rules made there under theterm “Material Transactions” has not been defined and therefore for the purposeof material transactions as mentioned in the form AOC-2 the company has taken thedefinition from the Clause 49 of the Listing Agreement and accordingly the details asrequired in the Form AOC-2 is not applicable on the Company.

During the financial year there was no related party transactions that may havepotential conflict with the interest of the Company at large.

The Company has adopted a related party transaction policy which is also available onthe website of the Company viz “”. In the policy the criteriafor determining the material contracts has been defined according to which any contract ortransaction or arrangement are to be considered material if the transaction(s) to beentered into individually or taken together with previous transactions during a financialyear exceeds 10% of the annual consolidated turnover of the Company as per the lastaudited financial statement of the Company. In view of the above criteria there were nomaterial transactions with related parties during the year which were not in the normalcourse of business as well as not on arm’s length basis.


a. Development of Risk Management Policy: In terms of the requirement of theCompanies Act 2013 and the Listing agreement the Company has developed and implementedthe Risk Management Policy and the Audit Committee of the Board reviews the sameperiodically.

b. Implementation of Risk Management Policy: The Company recognizes that risk isan integral and unavoidable component of business and hence is committed to managing therisk in a proactive and effective manner. The Risk Management Policy approved by the Boardhas been effectively implemented. The Company’s Management systems organizationalstructures processes standards code of conduct and behaviors together form the RiskManagement System of the Company and manages the associated risks.

c. Identification of key risks which may threaten the existence of the Company andrisk mitigation: The common risks faced by the Company include Market Risk Technologyrisk Operational Risk Reputation Risk Regulatory and Compliance Risk Human ResourceRisk and Business Continuity Risk. BLB 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 of the Companies Act 2013 and Clause 49 of the ListingAgreement.

The vigil mechanism is a channel through which the Directors and Employees of theCompany have a secure mechanism to report genuine concerns including any unethicalbehavior actual or suspected frauds taking place in

the Company for appropriate action or reporting. The mechanism covers malpractices andevents which have taken place/ suspected to take place involving criminal activitiesfraud forgery defalcation bribery or corruption breach of contract manipulation ofcompany data/records unethical behavior etc. The Audit Committee shall oversee the vigilmechanism and the directors and employees shall have direct access to the Chairperson ofthe Audit Committee.

The vigil mechanism envisages that adequate safeguards against victimisation ofcomplainants shall be provided by the Company. The Company shall also take steps tominimize difficulties which the Whistle Blower may experience as a result of making theProtected Disclosure.

The identity of the Whistle Blower shall be kept confidential to the extent possibleand permitted under law. Any other employee assisting in the said investigation shall alsobe protected to the same extent as the Whistle Blower.

The vigil mechanism (Whistle Blower Policy) may be accessed on the Company’swebsite “”


Mr. Rajesh Kumar Damani Mr. Manas Jain and Smt. Dhwani Jain are the independentDirectors on the Board of your Company. In the opinion of the Board and as declared bythese Directors each of them meet the criteria of independence as specified in Clause 49of the Listing Agreement and Section 149 of the Companies Act 2013 and the Rules madethereunder.


Your Company aims to achieve a balance of merit experience and skills amongst itsDirectors Key Managerial Personnel and Senior Management and has devised a robust Policyfor the same. The Board has delegated responsibility for assessing and selecting thecandidates for the role of Directors Key Managerial Personnel and the Senior Managementof the Company to the Nomination and Remuneration Committee which makes recommendations tothe Board.

The Nomination and Remuneration Committee of the Board reviews the structure size andcomposition (including the skills knowledge and experience) of the Director’s KeyManagerial Personnel’s and Senior Management at least annually and makesrecommendations on any proposed changes to the Director’s Key ManagerialPersonnel’s and Senior Management to complement the Company’s corporatestrategy with the objective to diversify the Board and Management of the Company. TheCommittee also makes recommendations to the Board on the remuneration if any payable tothe Directors/ Key Managerial Personnel’s/Senior Officials so appointed/re-appointedtaking into account factors it deems relevant including but not limited to marketbusiness performance and practices in comparable companies having due regard to financialand commercial health of the Company as well as prevailing laws and government/otherguidelines. The Committee also ensures that the level and composition of remuneration isreasonable and sufficient relationship of remuneration to performance is clear and meetsappropriate performance benchmarks.

The Nomination and Remuneration Committee while recommending a candidate forappointment to the Board and fixing their remuneration has regard to the qualificationspositive attributes skills industry experience background and other qualities requiredto operate successfully in the position with due regard for the benefits fromdiversifying the Board. The Committee also analyzes the skills and experience that theappointee brings to the role of KMP/ Senior Official and how an appointee will enhance theskill sets and experience of the Board as a whole. The nature of existing positions heldby the appointee including directorships or other relationships and the impact they mayhave on the appointee’s ability to exercise independent judgment. Further whilerecommending the appointment of Independent Directors to the Board the Committeedetermines the independence of the Director based on the declaration given by the Directorand information available with the Board.

The detailed Policy on the Nomination and Remuneration of the Directors Key ManagerialPersonnel and Senior Management is annexed herewith as Annexure B.


Your Company has proposed for voluntary delisting of its securities from BSE Limited(BSE). Further the securities of the Company shall continue to be listed on a stockexchange having nationwide trading terminals viz the National Stock Exchange of IndiaLimited (‘NSE’).


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.


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. Implementation of recommendations from various auditreports are regularly monitored by the senior management. The Board of directors of theCompany has also appointed an Internal Auditor M/s. Ramesh Jain & AssociatesChartered Accountants (FRN : 002889N) to ascertain interalia 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.


Mr. Keshav Chand Jain (DIN: 00007539) 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) have been appointed as IndependentDirectors for a term of five years from the date of appointment as Independent Director onthe Board of the Company. Further one of the Executive Directors of the Company Mr.Satish Kumar Sharma (DIN: 00008124) had resigned from the directorship of the Companywith effect from 13th August 2014. However Mr. Vikram Rathi (DIN: 00007325) continues tobe the Executive Director of the Company. Further Mr. Vikash Rawal continues to be theChief Financial Officer of the Company. Further Mr. Brij Rattan Bagri Non-ExecutiveDirector of the Company continues to be the Chairman of the Company.

Pursuant to Section 161(1) of the Companies Act 2013 Smt. Dhwani Jain (DIN:06985038) who was appointed as an additional director in the category of WomanIndependent Director on 20th October 2014 holds office only upto the date of theforthcoming Annual General Meeting of the Company and is eligible for appointment as aDirector. The Company has received notice in writing under the provisions of Section 160of the Companies Act 2013 from a member along with a deposit of Rs. 100000/-proposing the candidature of Dhwani Jain for the office of Independent Director to beappointed as such under the provisions of Section 149 of the Companies Act 2013.

The Board recommends her appointment and accordingly resolutions seeking approval ofthe members for her appointment have been included in the Notice of forthcoming AnnualGeneral Meeting of the Company along with her brief profile.

Also Ms. Vasudha Thakur has resigned w.e.f. 4th August 2014 as the Company Secretaryof the Company and Ms. Arpita Banerjee has been appointed in her place w.e.f 20th October2014.


Pursuant to the provisions of the Companies Act 2013 and Clause 49 of the ListingAgreement the Board has carried out an evaluation of its own performance the directorsindividually as well as the evaluation of the working of its Committees.

The Board has framed a performance evaluation policy for evaluating the performance ofthe Board Chairman Executive Director Non-executive Directors Individual directors andthe Committees. Based on the same the performance evaluation was carried out for thefinancial year ended 31st March 2015.

The Performance evaluation of independent directors were carried on by theExecutive/Non-executive and other Independent Directors based on the following guidelines:

• Compliance with ethical standards & code of conduct of Company

• Compliance with the Articles of Association Companies Act and other laws

• Attendance & presence in meetings of Board & committees

• Attendance & presence in General meetings

• Leadership qualities qualification etc.

• Reporting of frauds violation etc.

• Safeguarding of stakeholders’ interests

• Objective evaluation of Board’s performance etc.

The Performance evaluation of the Non-independent/Executive Directors and the Chairmanof the Board and individual directors was conducted through a separate meeting of theIndependent Directors held on 27th March 2015 based on the following guidelines:

• Compliance with the Articles of Association Companies Act and other laws

• Strategic planning - financial & business

• Monitoring performance against plans

• Compliance with ethical standards & code of conduct

• Leadership skills

• Attendance & presence in meetings of Board & committees

• Attendance & presence in General meetings

• Motivating employees providing assistance & directions etc.

The Performance evaluation of the Committees of the Board were carried on based on thefollowing guidelines:

• Compliance with the Articles of Association Companies Act and other laws

• Compliance with its charter documents

• Compliance with ethical standards & code of conduct

• Redressal of Complaints & grievances

• Co-ordination with other Committees and Board of Directors

• Fulfillment of roles & responsibilities

• Adherence to Company’s policies and internal procedures

Based on the Performance Evaluation carried out by the Board and Independent Directorsof the Company the performance of the Board and Committee thereof and each and everyDirector of the Company was found satisfactory vis-a-vis peers as well as the industry.


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 and loss 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; and

(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.

(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.


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. Unclaimed dividend for the Financial Year2007-08 amounting to Rs. 7.07 lacs has been transferred by the Company to InvestorEducation and Protection Fund (IEPF) of the Ministry of Corporate Affairs.


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.


As required by Clause 49 of the Listing Agreement a separate report on CorporateGovernance is appended along with the Compliance Certificate from M/s ChandrasekaranAssociates Secretarial Auditors of the Company which forms part of this report.

The Management Discussion and Analysis Report for the year under review as stipulatedunder Clause 49 of the Listing Agreement with the Stock Exchanges in India is presentedin a separate section which forms part of the Annual Report.


The information as required under Section 197(12) of the Companies Act 2013 read withRule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules2014 in respect of employees of the Company forms part of this report as Annexure C.During the financial year there was no employee who was in receipt of remuneration whichrequires disclosure in the Board’s Report under Rule 5(2) of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014.


In terms of Section 204 of the Companies Act 2013 and Rules made there under M/s.Chandrasekaran Associates New Delhi have been appointed as Secretarial Auditors of theCompany. The report of the Secretarial Auditors is enclosed as Annexure D to thisreport. The report is self-explanatory and do not call for any further comments. There isno qualification observations or adverse remarks or disclaimer in the SecretarialAuditors’ Report.


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.


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 Companyare explained 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 (2014-15) Previous Year (2013-14)
Inflow NIL NIL
Outflow NIL NIL


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.

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 2014-15:

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


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 StockExchanges and other Statutory Authorities for their continued support.

For and on behalf of the Board of Directors of
BLB Limited
Place: New Delhi (BRIJ RATTAN BAGRI)
Date : 10th August. 2015 CHAIRMAN
(DIN: 00007441)