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Balgopal Commercial Ltd.

BSE: 539834 Sector: Others
NSE: N.A. ISIN Code: INE119R01014
BSE 00:00 | 13 Jan Balgopal Commercial Ltd
NSE 05:30 | 01 Jan Balgopal Commercial Ltd
OPEN 3.00
PREVIOUS CLOSE 3.00
VOLUME 10000
52-Week high 3.00
52-Week low 3.00
P/E 4.92
Mkt Cap.(Rs cr) 5
Buy Price 3.15
Buy Qty 28151.00
Sell Price 9.00
Sell Qty 10000.00
OPEN 3.00
CLOSE 3.00
VOLUME 10000
52-Week high 3.00
52-Week low 3.00
P/E 4.92
Mkt Cap.(Rs cr) 5
Buy Price 3.15
Buy Qty 28151.00
Sell Price 9.00
Sell Qty 10000.00

Balgopal Commercial Ltd. (BALGOPALCOMMER) - Director Report

Company director report

For The Financial Year 2019-20

Dear Members

The Directors have pleasure in presenting their 38th Annual Report on thebusiness and operations of the Company together with the audited financial statements forthe financial year ended March 31st 2020.

1. Financial Performance of the Company

Particulars

(Amount in '000)

2019-20 2018-19
Profit Before Tax & Provision (69845.90) (21040.74)
Less: Current Tax/ Deffered Tax (5687.63) 1331.70
Profit After Tax available for appropriation (64158.27) (22372.43)
Basic / Diluted Earnings Per Share (3.89) (1.36)

2. COVID-19 Pandemic Approach & Impact

The global health pandemic disrupted daily lives livelihoods businesses and economiesworld over orchestrating an uncertain situation on account of endless lockdowns of citiesand countries. This unprecedented event caused an operational and financial dent tobusinesses of all sizes and statures challenging frameworks and continuity plans. Toensure safety of people and

continuity of operations businesses resorted to immediate viable measures like remoteworking and cost reductions to stay afloat and sustain with restrictions easing andcommercial activity gradually picking up across the country business sentiment is showingpositive signs of recovery. But will it ever be like before?

The pandemic has forced change: economic societal and commercial. It is imperative tore- valuate existing plans remodel to sustain factor in resilience to overcome futurechallenges of similar velocity and most importantly adapt to the 'New Normal'.

3. Dividend

In view of accumulated losses no dividend is recommended for the Financial Year underreference and no transfer is proposed to be made to Reserves.

4. 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.

5. Brief description of the Company's working during the year/State of Company'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 wide variety of sarees from plain to designer andcotton to silk.

6. 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.

7. Material Changes and Commitments if any affecting the Financial Position of theCompany

No material changes and commitments which can affect the financial position of theCompany occurred between the end of the financial year of the company and the date of thisreport.

8. Internal Financial Control Systems and their Adequacy

The Board has adopted policies and procedures for ensuring the orderly and efficientconduct of its business including adherence to the Company's policies the safeguardingof its assets the prevention and detection of frauds and errors the accuracy andcompleteness of the accounting records and the timely preparation of reliable financialdisclosures.

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.

9. Details of Subsidiary/Joint Ventures/Associate Companies

The Company does not have any Subsidiary Joint venture or Associate Company. Hencestatement containing salient features of the financial statement of subsidiaries/associatecompanies/joint ventures pursuant to first proviso to sub-section (3) of section 129 readwith rule 5 of Companies (Accounts) Rules 2014 under Form AOC-1 is not applicable to theCompany.

10. Deposits

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

11. Maintenance of cost records

The Company is not required to maintain cost records as per Section 148(1) of theCompanies Act 2013.

12. Promoter's Group Shareholding

As on March 31 2020 the total shareholding of the Promoters' Group of your Company is2.68 per cent and none of the Promoter/Promoters' Group shareholding is under pledge.Further in compliance with Regulation 31(2) of SEBI Listing Regulations 2015 the entireshareholding of promoter(s) and promoter group is in dematerialized form.

13. Auditors

M/ s. Gupta Saharia & Co. Chartered Accountants (Firm Registration Number:103446W) were appointed as the Auditors of the Company from the conclusion of 37th AnnualGeneral Meeting to hold such office for a period of five years till the conclusion of theAnnual General Meeting to be held in the year 2024 at a remuneration decided by the boardin consultation with the Auditor.

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 are given.

14. Secretarial Audit Report

Pursuant to the provisions of Section 204 of the Companies Act 2013 read withcorresponding Rules framed thereunder S. C. Pal & Associates was appointed as theSecretarial Auditors of the Company to carry out the secretarial audit for the year ending31st March 2020. There is no qualification reservation or adverse remark or disclaimermade by the company secretary in the secretarial audit report. The Secretarial AuditReport is annexed to the Board Report.

15. Internal Audit Report

M/S S. Dalmia & Co Chartered Accountants Internal Auditor has submitted a reportfor the financial year 2019-20 based on the internal audit conducted during the year underreview.

The Internal Auditor has not reported any qualification reservation or adverse opinionduring the period under review.

16. Share Capital

A. Issue of equity shares with differential rights

The Company has not issued any of its securities with differential rights during theyear under review.

B. Buy Back of Securities

The company has not bought back any of its securities during the year under review.

C. Sweat Equity Bonus Shares & Employee Stock Option Plan

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

D. Preferential Issue of Capital

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

17. 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.

18. Board of Directors and Key Managerial Personnel :

In view of the provisions of Companies Act 2013 Banwari Lal Mahansaria ManagingDirector; Ankita Mahansaria CFO; and Khushboo Singh Company Secretary were identifiedand appointed as Key managerial personnel of the Company.

Changes In Directors And Key Managerial Personnel

A) Manisha Agarwal and Vikash Gupta resigned from the post of director w.e.f.16.07.2019

B) Shailesh Becharbhai Patel and Shrena Kalpesh Shah were appointed as Non-ExecutiveIndependent Director (Additional) on 16.07.2019. There appointment was regularized at theAnnual General Meeting held on 30.09.2019.

C) Khushboo Singh was appointed as Company Secretary and Compliance Officer w.e.f.03.09.2019.

19. Formal Annual Evaluation

In compliance with the Schedule IV of the Companies Act 2013 and regulation 25(3) ofSEBI(Listing Obligations and Disclosure Requirements)2015 a meeting of the IndependentDirectors of the company was held to review and evaluate the performance of theNonIndependent Directors and the chairman of the company taking into account the views ofthe Executive Directors and Non- Executive Directors assessing the quality quantity andtimeliness of flow of information between the company management and the Board and also toreview the overall performance of the Board.

Further the same was discussed in the Board meeting that followed the meeting of theIndependent Directors at which the performance of the Board its committees andindividual Directors was also discussed. Performance evaluation of Independent Directorswas done by the entire Board excluding the Independent Director being evaluated.

20. Independent Directors

Ms. Shailesh Becharbhai Patel and Mrs. Shrena Kalpesh Shah Independent Directors ofthe Company have given the certificate of independence to the Company stating that theymeet the criteria of independence as mentioned under Section 149(6) of the Companies Act2013 and the rules made there under and the same have been noted by the Board.

21. Number of meetings of the Board of Directors

7 Meetings of the Board of Directors were held during the financial year 2019-20. Thesewere held on the following dates:

i) 22/04/2019
ii) 25/05/2019
iii) 16/07/2019
iv) 09/08/2019
v) 03/09/2019
vi) 14/11/2019 and
vii) 11/02/2020

22. Audit Committee

The Audit Committee of the Board of Directors meets the criteria laid down underSection 177 of the Companies Act 2013 read with Regulation 18 of Securities and ExchangeBoard of India (Listing Obligation and Disclosure Requirement) Regulation 2015 in theterms of reference to the Audit Committee. Composition of the Audit committee is inaccordance with the requirements of section 177 of the Companies Act 2013 which is statedbelow:

Name Designation
Shailesh Becharbhai Patel Chairman
Yash Saraogi Member
Shrena Kalpesh Shah Member

23. 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
Shailesh Becharbhai Patel Chairman
Yash Saraogi Member
Shrena Kalpesh Shah Member

24. 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
Shailesh Becharbhai Patel Chairman
Yash Saraogi Member
Shrena Kalpesh Shah Member

25. 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.

26. 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.

27. 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.

28. Particulars of Loans Guarantees or Investments

Details of loans guarantee or investments made by your Company if any under Section186 of the Companies Act 2013 during the financial year 2019-20 is appended in the notesto the Financial Statements that form part of this Annual Report.

29. 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 year 2019-20there are no transactions to be reported in Form AOC-2 and as such do not form part ofthis report.

30. Managerial Remuneration:

The Company has paid the amount of Rs. 480000/- per annum to Mr. Banwari LalMahansaria who was Managing Director of the Company.

Particulars of Employees: Provisions of Section 197 of the Act read with Rule 5(2)& (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules2014 are not applicable as no employee or Director of the Company was in receipt of suchremuneration as prescribed under the said Rules.

31. Corporate Governance and Management Discussion & Analysis Reports

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

32. Corporate Governance Certificate

The Corporate Governance certificate from the auditor regarding compliance ofconditions of corporate governance as stipulated by SEBI Listing Regulations 2015 hasbeen annexed with the report.

33. Goods and Service Tax

The Goods and Services tax (GST) is a significant reform in the tax structure of thecountry to harmonize national market for goods and services and is expected to have afavourable impact on the economy in spite of the implementation challenges.

34. 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.

35. 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.

36. 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 the Company'swebsite.

37. Risk management policy

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

38. 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.

39. Code of conduct for prevention of Insider Trading

The Company has adopted a Code of Conduct for Prevention of Insider Trading under theSEBI (Prohibition of Insider Trading) Regulations 2015. The Code lays down guidelines forprocedures to be followed and disclosures to be made by insiders while trading in thesecurities of the Company. Details of dealing in the Company's shares by DesignatedPersons if any are placed before the Audit Committee on a quarterly basis. The Companyhas also adopted a Code of Corporate Disclosure Practices for ensuring timely andadequate disclosure of Unpublished Price Sensitive Information by the Company to enablethe investor community to take informed investment decisions with regard to the Company'sshares. This Code of Conduct also includes code of practices and procedures for fairdisclosure of unpublished price sensitive information which has been made available on theCompany's website www.bcommercial.org.

40. Code of Conduct:

The Board has adopted a Policy for code of conduct for all Board members and seniormanagement of the company as their responsibility to understand and follow the Code ofBusiness Conduct. The term senior management means personnel of the company who aremembers of its core management team excluding Board of Directors. Normally the code ofconduct reflects general principles to guide employees in making ethical decisions. ThisCode outlines fundamental ethical considerations as well as specific considerations thatneed to be maintained for professional conduct. The Details Code of Conduct is alsoavailable at Company's Website at www.bcommercial.org.

41. 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. Your Directors gratefully acknowledge the on-going co-operation andsupport provided by the Central and State governments and all Regulatory Authorities. YourDirectors also place on record their deep sense of appreciation to all employees for theirdedicated services rendered at various levels.

For and on behalf of the Board of Directors
Sd/- Sd/-
Banwari Lal Mahansaria Yash Saraogi
Managing Director Director
(DIN: 06759626) (DIN: 00402101)
Place: Kolkata
Date: 29.06.2020