BLS International Services Limited
Your Directors have pleasure in presenting the 32nd Annual Report on thebusiness and operations of the Company together with the audited results for the financialyear ended March 312016.
1. FINANCIAL HIGHLIGHTS
(Amount in Rs. Millions)
| ||2015-16 ||2014-15 ||2015-16 ||2014-15 |
|Income ||5054.59 ||4503.95 ||175.04 ||138.89 |
|Earnings before Interest Depreciation Taxation & Exceptional Item (EBIDTA) ||372.35 ||291.17 ||41.58 ||28.96 |
|Less: Interest cost ||(3.42) ||(0.88) ||(3.41) ||(0.88) |
|Depreciation ||(55.28) ||(51.08) ||(21.49) ||(17.72) |
|Profit before Tax & Minority Interest ||313.65 ||239.21 ||16.68 ||10.36 |
|Less: Provision for Tax || || || || |
|- Current ||(7.53) ||(5.96) ||(7.53) ||(5.96) |
|- Taxes for Earlier Years ||(0.50) ||0.14 ||(0.50) ||0.14 |
|- Deferred ||3.43 ||2.41 ||3.44 ||2.42 |
|Profit after Tax but before Minority Interest ||309.05 ||235.80 ||12.09 ||6.96 |
|Minority Interest ||(0.13) ||0.11 ||- ||- |
|Profit available for appropriation ||308.92 ||235.91 ||12.09 ||6.96 |
2. REVIEW OF OPERATIONS
During the year under review on standalone basis your Company earned total revenue ofRs. 175041008/- as compared to Rs. 138892372/- in the previous year up by 26.02%.Profit after tax is Rs. 12088423/- as against Rs. 6956403/- in the previous year upby 73.77%.
During the year under review on consolidated basis your Companys total revenueis Rs. 5054590301/- as compared to Rs. 4503952782/- in the previous year up by12.22%. Profit after tax is Rs. 308935014/- as against Rs. 235917388/- in theprevious year up by 30.95%.
Looking at the expansion plans of the business. Your Board of Directors has notrecommended Dividend for FY 2015-16. Hence no Dividend has been recommended by theDirectors for FY 2015-16.
The consolidated financial statements of the Company & its Subsidiaries which formpart of Annual Report have been prepared in accordance with section 129(3) of theCompanies Act 2013. Further a statement containing the salient features of the FinancialStatements of Subsidiary and Associate Companies in prescribed Form AOC - 1* is annexedherewith as "Annexure -
I". In accordance with Section 136 of the Companies Act 2013 the AuditedFinancial Statements including the Consolidated Financial Statements and relatedinformation of the company and its Subsidiaries are available on the website of theCompany. These documents will also be available for inspection during the business hoursat the Registered Office of the Company. Any member desirous of obtaining a copy of thesaid Financial Statements may write to the Company.
*The information provided for Associate Companies in Form AOC-1 are based on Figures asprovided from 1st January 2^015 to 31st December 2015. Furtherthere were no significant transaction made by associates during the period under reviewwith the Company.
5. MANAGEMENT DISCUSSION AND ANALYSIS REPORT
Management Discussion and Analysis Report has been attached separately with this AnnualReport as required under Listing Agreement with Stock Exchange.
6. PARTICULARS OF LOANS GUARANTEE OR INVESTMENT UNDER SECTION 186
Details of Loans Guarantee or Investments under Section 186 of Companies Act 2013 areprovided in the notes to the Financial Statements.
7. DISCLOSURE UNDER THE COMPANIES ACT 2013
a) Extract of Annual Return
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 in prescribed Form MGT-9 is Annexed as Annexure II.
b) Number of Board Meetings
The Board of Directors met 19 (Nineteen) times during the financial year 2015-16. Thedetails of the Board Meetings and the attendance of the Directors thereat are provided inthe Corporate Governance Report appearing elsewhere as a separate section in this AnnualReport.
c) Composition of Audit Committee
BLS has an Audit Committee comprises of Two Independent Directors One Non-ExecutiveDirector. The Chairman of the Audit Committee is an Independent Director. The IndependentDirector(s) are accomplished professional(s) having diverse knowledge across variousfields in wide areas. The Company Secretary is the Secretary of the Committee.
During the year ended 31st March 2016 the Committee met 5 (Five) times. Theattendance of the members attended the meeting are as under:
|Name of the Member || |
|No. of Meetings attended |
|Mr. Tarun Roy ||Chairman ||5 |
|Mr. Vinod Aggarwal ||Member ||5 |
|Ms. Shivani Mishra ||Member ||5 |
The other details of the Audit Committee are given in the Corporate Governance Reportappearing as a separate section in this Annual Report.
During the year all the recommendations of the Audit Committee were accepted by theBoard.
d) Capital Structure: During the year under review no changes were made in the sharecapital of the Company.
8. BUSINESS OUTLOOK
In Indian business scenario the consular support industry is relatively young (ataround a decade and half) but has witnessed significant changes. The western nations werethe first to outsource and initially outsourced Embassy tenders piecemeal but the recenttrend has been of global/regional tenders. Eastern nations are also following suit and arebecoming significant markets as world travel traffic grows and travel to these nationsincreases.
At the same time security has become even more important with biometric data capture(alongside visa application) being used to verify/validate visa applications. BLS has tiedup with worlds leading technology providers to ensure specific technology expertisein this domain.
Other trends include mobile biometric capture as well as joint visa applicationcenters.
BLS entered the business in 2005 with the Embassy of Portugal. The basic idea was thatit could offer to take on the tedious administrative part of the visa issuance process.This would relieve the missions of this very time consuming administrative task and allowthem to focus on the key decision making task - i.e. whether an applicant should or shouldnot be granted a visa.
Over the years BLS International has serviced a host of client governments includingDenmark India Bangladesh etc. In the past 10 years the company has developed a highlydifferentiated solutions portfolio including dedicated visa and passport applicationcenters verification and attestation services web based modules (for appointmentscheduling and online payment collection) biometrics solutions development onlineelectronic travel advisory assistance etc.
9. AWARD & RECOGNITION
BLS is a Winner of 10th Hospitality India and Explore the World AnnualInternational Awards in 2014 for providing Excellent Services in Visa Passport Outsourcingand Allied Services Globally. It is known for fulfilling its Commitments with theStakeholders.
10. MANAGEMENT OF RISK OF FRAUD CORRUPTION AND UNETHICAL BUSINESS PRACTICES
Whistle Blower Policy/Vigil Mechanism
In compliance with the requirement of the Companies Act 2013 and Listing Regulationthe Company has established Whistle Blower Policy / Vigil mechanism policy and the same isplaced on the website of the Company.
The employees of the Company are made aware of the said policy at the time of joiningthe Company.
11. DIRECTORS RESPONSIBILITY STATEMENT
To the best of our knowledge and belief and according to the information andexplanations obtained by us your Directors make the following statement in terms ofsection 134 of the Companies Act 2013:
(a) in the preparation of the annual accounts the applicable accounting standards hadbeen followed along with proper explanation relating to material departures;
(b) selected such accounting policies and applied them consistently and made judgmentsand estimates that are reasonable and prudent so as to give a true and fair view of thestate of affairs of the company at the end of the financial year and of the profit andloss 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) laid down internal financial controls to be followed by the company and that suchinternal financial controls are adequate and were operating effectively.
(f) proper systems had been devised to ensure compliance with the provisions of allapplicable laws and that such systems were adequate and operating effectively.
12. DIRECTORS AND KEY MANAGERIAL PERSON
During the year under review Mr. Ram Prakash Bajpai and Ms. Shivani Mishra wereappointed as Independent Director of the Company w.e.f. 9th June 2015 and 30thJune 2015 respectively who were further regularized for a period of 5 (Five) Yearsin the AGM held on 30th September 2015. Further Mr. Ram Murti & Mr.Chetnaya Shanker have resigned from the Board in terms of section 168 of the CompaniesAct 2013 w.e.f. 30th June 2015.
Board of directors in their meeting held on 1st February 2016 have appointed Mr.Praveen Kumar Goyal as Independent Director of the Company who tendered his resignationfrom the Board w.e.f. 22nd March 2016.
Further Mr. Tarun Roy Independent Director of the Company has resigned from the Boardw.e.f 27th May 2016.
Mr. Shikhar Aggarwal has joined the Board as Joint Managing Director of the Companyw.e.f. 17th June 2016.
13. SECRETARIAL AUDIT
In terms of Section 204 of Companies Act 2013 and Rules made thereunder M/s. AbhishekSethiya &
Associates Company Secretaries has been appointed as Secretarial Auditors of theCompany. The report of Secretarial Auditor has been enclosed as Annexure - III.
14. DISCLOSURE AS PER COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL)RULES 2015
1. The ratio of the remuneration of each director to the median remuneration of theemployees of the company for the financial year;
- During the year under review the Company has only one Managing Director Mr. DiwakarAggarwal. The ratio of the remuneration of Mr. Diwakar Aggarwal to the median remunerationof the employees of the company for the financial year 2015-16 is 3:1
2. The percentage increase in remuneration of each director Chief Financial OfficerChief Executive Officer Company Secretary or Manager if any in the financial year;
- During the year under review the percentage increase in the remuneration of WholeTime Director CFO & the Company Secretary are as follows:
|S. No. ||Name of Key Managerial Person ||Designation ||% increase in Remuneration |
|1. ||Mr. Diwakar Aggarwal ||Managing Director ||Nil |
|2. ||Ms. Prerna Bisht ||Company Secretary ||Nil |
3. The percentage increase in the median remuneration of employees in the financialyear;
- During the year under review the percentage increase in the median remuneration ofemployees is 15%.
4. The number of permanent employees on the rolls of company;
- As on March 31 2016 the total number of permanent employees on the rolls of companyare 142 (One Hundred Forty Two only).
5. (a) The explanation on the relationship between average increase in remuneration andcompany performance;
- Your Company has registered a growth of 12.22 % in terms of revenue and 30.95 % inprofit on consolidated basis has been recorded during the year under review. Keeping inview company performance and individual performance increase in the remuneration isjustified.
(b) Comparison of the remuneration of the Key Managerial Personnel against theperformance of the company.
- During the year under review the growth rate of Company has been satisfactory in theopinion of your Board. Further KMP has been withdrawing a justified remuneration againstthe performance of the Company.
6. Variations in the market Capitalisation of the company price earnings ratio as atthe closing date of the current financial year and previous financial year and percentageincrease over decrease in the market quotations of the shares of the company in comparisonto the rate at which the company came out with the last public offer in case of listedcompanies and in case of unlisted companies the variations in the net worth of thecompany as at the close of the current financial year and previous financial year;
- The Net Worth of the Company as on 31st March 2016 and previous financial year areas follows:
|Standalone || || || || ||(Value in Rs. Million) |
|S. No. ||Particulars ||As on March 2016 Value in ' ||As on March 2015 Value in ' ||Variation ||% |
|1 ||Net Worth ||142.91 ||130.82 ||12.09 ||9.24 |
|Consolidated || || || || ||(Value in Rs. Million) |
|S. No. ||Particulars ||As on March 2016 Value in ' ||As on March 2015 Value in ' ||Variation ||% |
|1 ||Net Worth ||1187.48 ||834.99 ||352.49 ||42.21 |
7. Average percentile increase already made in the salaries of employees other than themanagerial personnel in the last financial year and its comparison with the percentileincrease in the managerial remuneration and justification thereof and point out if thereare any exceptional circumstances for increase in the managerial remuneration;
- Average percentage increase made in the salaries of the Employees other than theManagerial personnel in the Financial Year 2016 was 15% via a vis moderate increase ofsalaries of Managerial Personnel to the extent of 20%.
8. Comparison of the each remuneration of the Key Managerial Personnel against theperformance of the Company;
- During the year under review the Company has registered a growth of 26.02% in termsof revenue. Keeping in view company performance and individual performance increase inthe remuneration is justified.
9. The key parameters for any variable component of remuneration availed by thedirectors;
- There is no variable component in the remuneration of KMPs
10. The ratio of the remuneration of the highest paid director to that of the employeeswho are not directors but receive remuneration in excess of the highest paid directorduring the year.
- During the year under review the average ratio of renumeration of the employeesreceiving remuneration compare to the highest paid director is 1.88:1.
15. EVALUATION OF THE BOARDS PERFORMANCE
In compliance with the Companies Act 2013 and Listing Obligations the performanceevaluation of the Board as a whole and of the Individual Directors was carried out duringthe year under review.
Further a structured questionnaire was prepared after taking into consideration inputsreceived from the Directors covering various aspects of the Boards functioningsuch as adequacy of the composition of the Board and its Committees Board Cultureexecution and performance of specific duties obligations and governance.
i. Auditors and their Report: - M/s P. Bholusaria & Co. Chartered Accountants(FRN - 000468N) New Delhi the Statutory auditors of the Company will hold office untilthe conclusion of the ensuing Annual General Meeting.
The Auditors Report does not have any qualification and is self- explanatoryhence does not call for any comment of Board.
17. RISK MANAGEMENT POLICY
During the year under review the Company has adopted a policy on identification ofrisk & minimization of risk. This policy has been approved by the Board. The moredetails on the same is given in the Corporate Governance Report.
18. REMUNERATION POLICY
During the year under review the Company has adopted a policy on Directors Appointmentand remuneration of Directors and senior management employees. This policy has beenapproved by the Nomination & Remuneration Committee of the Board. The more details onthe same is given in the Corporate Governance Report.
19. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
The particulars of contracts or arrangement with related parties referred to in Section188(1) of the Companies Act 2013 as prescribed in form AOC-2 of the rules prescribedunder Chapter IX relating to Accounts of the Companies under the Companies Act 2013 isappended as Annexure IV.
20. SUBSIDIARY COMPANIES
Pursuant to the Section 136 of the Companies Act 2013 which has exempted Companiesfrom attaching the Annual Reports and other particulars of subsidiary companies along withthe Annual Report of the Company:
1. M/S. BLS INTERNATIONAL FZE
However a statement giving certain information as required is being placed along withthe Consolidated Accounts.
The financial statements of the subsidiary are kept for inspection by the shareholdersat the Corporate Office of the Company.
21. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY
The Company has an Internal Control System commensurate with the size scale andcomplexity of its operations. The scope and authority of the Internal Audit (IA) functionis defined in the Internal Audit Charter. To maintain its objectivity and independencethe Internal Audit function reports to the Chairman of the Audit Committee of the Board.
The Internal Audit Department monitors and evaluates the efficacy and adequacy ofinternal control system in the Company its compliance with operating systems accountingprocedures and policies at all locations of the Company and its subsidiaries. Based on thereport of internal audit function process owners undertake corrective action in theirrespective areas and thereby strengthen the controls. Significant audit observations andcorrective actions thereon are presented to the Audit Committee of the Board.
22. VIGIL MECHANISM / WHISTLE BLOWER POLICY
The Company has a Vigil Mechanism/Whistle Blower Policy to deal with instance of fraudand mismanagement if any. The details of Policy is explained in the Corporate GovernanceReport and also posted on the website of the Company.
23. PARTICULARS OF EMPLOYEES
No employee of the Company was in receipt of the remuneration which exceed the limitsas prescribed under section 197 read with Rule 5 of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014.
24. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS ANDOUTGO
Since your Company does not own any manufacturing facility & is engaged in the realestate activities the requirements pertaining to disclosure of particulars relating toConservation of Energy Research & Development and Technology Absorption asprescribed under the Companies (Disclosure of particulars in the Report of Board ofDirectors) Rules 1988 are not applicable.
However during the year under review; the total foreign exchange used was Rs.1218293/- and the total foreign exchange earned was Rs. 149012169/-
25. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY
There have been no material changes and commitments if any affecting the financialposition of the Company which have occurred between the end of the financial year of theCompany to which the financial statements relate and the date of the report.
26. MANAGEMENT DISCUSSION & ANALYSIS REPORT
The Management Discussion and Analysis Report as required under SEBI (LODR)Regulations 2015 forms part of this Report.
27. CORPORATE GOVERNANCE REPORT
The Corporate Governance Report as stipulated under SEBI (LODR) Regulations 2015 withStock Exchanges forms part of this Report. The requisite certificate from the M/s. NehaSeth & Associates Company Secretary in Practice having their office at 202 NaveenApartments Opp Sainik Vihar Pitampura New Delhi confirming compliance with theconditions of corporate governance is available on the website of the Companyhttp://bisinternational.com/ under the head "Investors Section".
Your Directors take this opportunity to express their gratitude for the valuableassistance and co-operation extended by the bankers vendors customers advisors and thegeneral public and also for the valued efforts and dedication shown by the Companyemployees at all levels. Your Directors also sincerely acknowledge the confidence andfaith reposed by the shareholders of the Company.
| ||For and on behalf of the Board |
| ||M/s. BLS International Services Limited |
| ||Nikhil Gupta |
|Place: New Delhi ||Managing Director |
|Date: August 13 2016 ||(DIN: 00195694) |