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Bajaj Global Ltd.

BSE: 512261 Sector: Financials
NSE: N.A. ISIN Code: INE553H01015
BSE 05:30 | 01 Jan Bajaj Global Ltd
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Bajaj Global Ltd. (BAJAJGLOBAL) - Director Report

Company director report

The Directors present their Thirty Sixth Annual Report and Audited Statement ofAccounts for the year ended 31st March 2021.

FINANCIAL RESULTS:

The accounts for the year under review reflect a profit of Rs. 10982159/-. TheDirectors propose to appropriate the same as under:

Particulars FY 2020-21 FY 2019-20
Total Income 7799170/- 11501241/-
Total Expense 4085304/- 4850755/-
Profit Before Tax 3713866/- 6650486/-
Less: Current Tax 1110000/- 1252682/-
Less: Deferred Tax (8378293)/- 2407897/-
Profit after Tax 10982159/- 2989907/-
Other Comprehensive Income 37934373/- (9326553/-)
Total Comprehensive Income 48916532/- (6336646/-)
Earning Per Share 65.88 (8.53)

DIVIDEND:

The Directors regret their inability to recommend any dividend for the year underreview.

STATE OF COMPANY'S AFFAIR AND FUTURE OUTLOOK:

The performance of the Company was satisfactory during the year under review. YourCompany plans to take the performance to the next level by adopting modern ways and henceyour Directors are confident of achieving better working results in the coming years.

EXTRACT OF ANNUAL RETURN:

The extract of Annual Return in format MGT-9 for the Financial Year 2020-21 has beenenclosed with this report.

NUMBER OF BOARD MEETINGS:

During the Financial Year 2020-21 Four (4) meetings of the Board of Directors of theCompany were held i.e. on 23.06.2020 05.08.2020 07.11.2020 and 11.02.2021.

SEPARATE MEETING OF INDEPENDENT DIRECTORS :

During the year under review a separate meeting of Independent Directors without theattendance of Non-Independent Directors and members of the Management was held on 15thDay of March 2021 as required under Schedule IV of the Companies Act 2013 (Code forIndependent Directors) read with Regulations 25(3) of the SEBI (Listing Obligation &Disclosure Requirements) Regulations 2015.

The Independent Directors inter-alia reviewed the performance of the Non-IndependentDirectors Chairman of the Company and the Board as a whole.

DECLARATION BY INDEPENDENT DIRECTORS :

The Company has received necessary declarations from all the Independent Directors ofthe Company Under Section 149(7) of the Companies Act 2013 confirming that they meet thecriteria of Independence laid down in Section 149(6) of the Companies Act 2013.

DIRECTORS' RESPONSIBILITY STATEMENT:

In accordance with the provisions of Section 134(5) of the Companies Act 2013 YourDirectors confirm that :

i) In the preparation of Annual Accounts for the financial year ended March 31 2021the applicable accounting standards have been followed along with proper explanationrelating to material departures.

ii) The Directors have selected such accounting policies and applied them consistentlyand made judgements 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.

iii) The Directors have taken proper and sufficient care toward the maintenance ofadequate accounting records in accordance with the provisions of this

Act for safeguarding the assets of the Company and for preventing and detecting fraudand other irregularities.

iv) The Annual Accounts have been prepared on a going concern basis.

v) The Directors have laid down internal financial controls which are adequate and areoperating effectively.

vi) The Directors have devised proper systems to ensure compliance with the provisionsof all applicable laws and such systems are adequate and operating effectively.

DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS UNDER SECTION 143(12):

During the year under review there were no frauds reported by the Statutory Auditorsto the Audit Committee of the Board under section 143(12) of the Companies Act 2013.

PUBLIC DEPOSITS :

The company being a Non-Banking Finance Company has not accepted any deposits from thepublic during the year under review and shall not accept any deposits from the publicwithout obtaining prior approval of RBI.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES :

There are no related party transactions as referred under Section 188(1) of theCompanies Act 2013 for the Financial Year 2020 - 21.

SECRETARIAL AUDITOR :

The Board of Directors of the Company has appointed M/s. More Daliya & AssociatesPracticing Company Secretaries Nagpur to conduct Secretarial Audit for the FinancialYear 2020-21. The Secretarial Audit Report for the Financial Year ended on March 31 2021is annexed herewith to this Report.

The said report does not contain any qualification reservation or adverse remark bythe Secretarial Auditor.

PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS :

Particulars of loan guarantee and investments if any covered under Section 186 of theCompanies Act 2013 are given in notes to the Financial Statements provided in this Annualreport.

CORPORATE SOCIAL RESPONSIBILITY POLICY:

Your Directors informed that the Company is not required to abide the provisions ofSection 135 of the Companies Act 2013 and Rules made thereunder and Regulation 15(2) ofSEBI (Listing Obligation & Disclosure Requirement) Regulations 2015 in relation to theCorporate Social Responsibility as the Company is not covered under any of the conditions/ criteria mentioned under Section 135 of the Companies Act 2013 and SEBI (ListingObligation & Disclosure Requirement) Regulations 2015.

BOARD EVALUATION :

The Companies Act 2013 states that a formal annual evaluation needs to be made by theBoard and Schedule IV of the Companies Act 2013 states that the performance evaluation ofIndependent Directors shall be done by the entire Board of Directors excluding theDirector being evaluated. The evaluation of all the Directors and the Board as a whole wasbeing conducted. None of the Independent Directors are due for re-appointment.

AUDIT COMMITTEE :

In terms of Section 177 of the Companies Act 2013 read with Rule 6 of the Companies(Meetings of Board and its Powers) Rules 2014 the Audit Committee of the Board ofDirectors consisting of below mentioned Independent Directors :

(i) Mr. Akshay Ranka (DIN: 00235788) - Chairman (Independent Director) (ii) Dr.Mahendra Kumar Sharma (DIN: 00519575) - Member (Independent Director) (iii) Smt. SuneetMenon (DIN: 07087748) - Member (Independent Director) as a practice of good CorporateGovernance. All the recommendations made by the Audit Committee were accepted by theBoard.

NOMINATION & REMUNERATION COMMITTEE :

In terms of Section 178 of the Companies Act 2013 read with Rule 6 of the Companies(Meetings of Board and its Powers) Rules 2014 the Company has constituted Nomination& Remuneration Committee of the Board of Directors consisting of below mentionedIndependent Directors :

(i) Mr. Akshay Ranka (DIN: 00235788) - Chairman (Independent Director)

(ii) Dr. Mahendra Kumar Sharma (DIN: 00519575) - Member (Independent Director)

(iii) Smt. Suneet Menon (DIN: 07087748) - Member (Independent Director) as a practiceof good Corporate Governance.

VIGIL MECHANISM :

The Vigil Mechanism of the Company which also incorporates a whistle blower policy interms of Section 177(9) of the Companies Act 2013 and Regulation 22 of SEBI (ListingObligation & Disclosure Requirement) Regulations 2015 includes an Ethics comprisingsenior Executives of the Company. Protected disclosures can be made by a whistle blowerthrough an e-mail or letter. The policy on vigil mechanism may be accessed on theCompany's website at www.bajajglobal.com.

CODE OF CONDUCT :

Your Directors informed that pursuant to provisions of Regulation 17(5) of SEBI(Listing Obligation & Disclosure requirement) Regulations 2015 every Listed Companyis under an obligation to adopt a policy on Code of Conduct for all the Members of theBoard of Directors and Senior Management. As per the said Regulation the Board ofDirectors adopted the Policy on code of conduct for all the Members of Board of Directorsand Senior management of the Company.

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION RESEARCH AND DEVELOPMENT:

Your Directors are of the opinion that with respect to conservation of energy andtechnology absorption as prescribed under Section 134(3)(m) of the Companies Act 2013 readwith the Companies (Accounts) Rules 2014 are not relevant in view of the nature ofbusiness activities of the Company and hence are not required to be given.

FOREIGN EXCHANGE EARNINGS AND OUTGO:

During the year under review there is no foreign exchange earning outgo andexpenditure.

DIRECTORS:

In view of the provisions of the Companies Act 2013 Shri Monal Malji (DIN

00511813) retires from the Board by rotation this year and being eligible offershimself for re-appointment.

Apart from the above there is no change as regard to the Directorship of the Company.

LISTING OF SHARES:

The Shares of the Company continued to be listed on the Stock Exchange Mumbai. TheCompany has paid the annual listing fee for the financial year 2018-2019.

The Equity Shares of the Company has the Electronic connectivity under ISIN No.INE552H01015. To provide service to the Shareholders the Company has appointed M/s.Adroit Corporate Services Private Limited 1st Floor 19 Jaferbhoy Industrial EstateMakwana Road Marol Naka Mumbai-400 059 as Registrar and Transfer Agent of the Companyfor existing physical based and allied Secretarial Services for its Members / Investorsand for Electronic Connectivity with NSDL and CDSL.

STATUTORY AUDITORS AND AUDITORS' REPORT :

Pursuant to the provisions of section 139 of the Companies Act 2013 and the rules madethereunder the auditors of the Company M/s VMSS & Associates Chartered AccountantsKolkata (Firm Reg. No. 328952E) were appointed at the Annual General Meeting of FinancialYear 2016-17 by the shareholders for five years term to hold the office until theconclusion of the 37th Annual General Meeting.

The Auditor's Report on the Financial Statements of the Company for the Year ending31st March 2021 is unmodified i.e it does not contain any qualification reservation oradverse remarks. The Auditor's report is enclosed with the Financial statement formingpart of the Annual Report.

DETAILS OF SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS OR COURT ORTRIBUNAL:

During the year under review there are no orders passed by any authorities whichimpacts the going concern status and company's operations in future.

INTERNAL FINANCIAL CONTROLS :

The Company has in place adequate internal financial controls with reference tofinancial statements. During the year such controls were tested and no reportablematerial weakness in the design or operation was observed.

STATUTORY DISCLOSURES :

None of the Directors of your Company are disqualified as per the provisions of Section164(2) of the Companies Act 2013. Your Directors have made necessary disclosures asrequired under various provisions of the Companies Act 2013 and SEBI LODR.

MATERIAL CHANGES AFFECTING THE FINANCIAL POSITION OF THE COMPANY:

No material changes / events affecting the financial position of the Company occurredbetween the end of the financial year 31st March 2021 till date of this report.

ACKNOWLEDGEMENT:

Your Directors are grateful to Bankers for their continued support co-operation andassistance during the year. Your Directors express their thanks for the sincere anddedicated efforts put in by the workers staff and officers during the year.

For and on behalf of the Board
BAJAJ GLOBAL LTD.
Registered Office:
Imambada Road
Nagpur-440018 (Maharashtra)
AKSHAY RANKA SUNEET MENON
Place: Nagpur DIRECTOR DIRECTOR
Dated : 03/09/2021 (DIN: 00235788) (DIN: 07087748)

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