Your Directors take immense pleasure in presenting their Fortieth (40th)Annual Report together with the Audited Financial Statement of Accounts of BLB Limited("the Company") for the Financial Year2020-21.
1. FINANCIAL SUMMARY AND HIGHLIGHTS
The summarized Audited results of your Company for the Financial Year ("FY")2020-21 ended on 31.03.2021 viz.-a-viz. for the Financial Year 2019-20 ended on 31.03.2020are given in the table below:
|PARTICULARS || |
Financial Year ended
| ||March 312021 ||March 31 2020 |
|Revenue from Operations ||53721.17 ||20233.80 |
|Other Income ||25.68 ||(265.57) |
|Expenses ||(53185.67) ||(20018.77) |
|Profit/ (loss) before Depreciation Finance Costs Exceptional items and Tax Expense ||561.18 ||(50.54) |
|Less: Depreciation/Amortization/ Impairment ||28.34 ||36.87 |
|Profit/(loss) before Finance Costs exceptional items and Tax Expense ||532.84 ||(87.41) |
|Less: Finance Costs ||128.88 ||154.62 |
|Profit / (loss) before Exceptional items and Tax Expense ||403.96 ||(242.03) |
|Less: Exceptional items ||0.00 ||933.02 |
|Profit / (loss) before Tax Expense ||403.96 ||(1175.05) |
|Less: Tax Expense (Current & Deferred) ||(290.93) ||(371.04) |
|Profit / (loss) for the year ||113.03 ||(804.01) |
|Other Comprehensive lncome/(loss) ||25.08 ||(91.42) |
|Total Comprehensive Income/ (loss) ||138.11 ||(895.43) |
|Basic Earnings PerShare (in Rs.) ||0.21 ||(1.52) |
|Diluted Earnings PerShare (in Rs.) ||0.21 ||(1.52) |
Revenuefrom Operationsforthe Financial Year2020-21 ofyour Company has increased to Rs.53721.17 Lakhs as compared to Rs. 20233.80 Lakhs in the F.Y. 2019-20.
Your Company has turned profitable in this FY 2020-21 with Profit after tax stands atRs. 113.03 lakhs as against loss of Rs. 804.01 lakhs registered in FY 2019-20. Profitbefore Tax for the year under review stands at Rs. 403.96 lakhs as against loss of Rs.1175.05 lakhs in previous FY 2019-20.
During the last month of FY 2020 the COVID-19 pandemic developed rapidly globallythereby forcing the government to enforce complete lock-down since March 24 2020 ofalmost all economic activities except essential services which were allowed to operatewith limited staff strength. As capital markets and banking services were declared asessential services your Company continued its operations by strictly adhering to theminimal staff strength requirement and maintaining social distancing and other precautionsas per the Government directions.
In order to ensure health and well-being of the employees all the other employees wereencouraged to work from home and were provided necessary infrastructure to ensureefficient functioning. All operations were smoothly ensured without any interruptions asthe activities of trading are fully-automated and seamless. Based on the facts andavailable figures the Company has been operating in the normal course and there have beenno adverse impact on the liquidity revenues or operational parameters duringtheyearendedMarch 312021.
3. RESERVES AND SURPLUS
The Board of Directors of your Company has decided not to transfer any amount toReserves for the Financial Year 2020-21.
The Board of Directors of your Company after considering holistically the relevantcircumstances has decided that it would be prudent not to recommended any dividend forthe Financial Year 2020-21.
5. STATE OF COMPANY'S AFFAIRS
a) Segment Wise Position of Business- The main business of the Company is in tradingand investment in Shares and Securities.
b) Change in Status of Company - There is no change in the status of your Company asthe Company continues to be listed in National Stock Exchange of India Limited (NSE).Although the Company is being listed at BSE Limited also but it has filed an applicationfor delisting of its securities voluntarily from BSE Limited and the status of same is inprocess of delisting.
c) Key Business Developments- No key business developments took place during the yearunder review.
d) Change in the Financial Year-There has been no change in the financial yearfollowedby Company. The Company follows financial year starting from 01st April andending on 31st March.
e) Capital Expenditure Program- There have been no Capital Expenditure Program duringthe year under review and also not likely in thefuture.
f) Developments Acquisition and assignment of material Intellectual Property Rights-There are no material developments acquisitions and assignments of material IntellectualProperty Rights that took place during the year under review.
g) Any other material event having an impact on the affairs of the Company- No materialevent took place duringtheyearunder review havingan impact on the affairs of the Company.
6. CHANGE IN NATURE OF BUSINESS
During the year under review there were no changes in nature of business of thecompany. The main business of company continued to trading and investment in Shares andSecurities.
7. MATERIAL CHANGES AND COMMITMENT
There have been no material changes and commitments affecting the financial position ofthe Company which have occurred between the end of financial year of the Company to whichthe Financial Statements relate and the date of this report.
8. DETAILS OF REVISION OF THE FINANCIAL STATEMENT OR REPORT
There have been no revision in the Financial Statements and Board report during theFinancial Year under review.
9. SHARE CAPITAL
The Authorized Share Capital of your Company as on March 312021 stood at Rs.315000000/- comprising of 265000000 equity shares of Re. 1/- each amounting to Rs.265000000/- and 500000 preference shares of Rs. 100/- each amounting to Rs.50000000/- and remained unchanged as compared to March 312020.
The Issued Subscribed and Paid-up Equity Share Capital of your Company as on March312021 stood at Rs. 52865258/- comprising of 52865258 Equity shares of Re. 1/-each fully paid-up and remained unchanged as compared to March 312020.
Further no Capital reduction/ buyback/ change in voting rights have been undertakenduring the year under review.
10. CHANGES IN SHARE CAPITAL AND DISCLSOURES
There was no change in the paid up Share Capital of the Company during the financialyear 2020-21.
Equity Shares or Other Convertible Securities:
The Company has not issued any equity shares or other convertible securities during theyear under review. Equity Shares with Differential Rights:
The Company has neither issued any equity shares with differential rights during theyear under review nor are any such equity shares outstanding.
Sweat Equity Shares:
The Company has not issued any Sweat Equity Shares during the year under review.
Employee Stock Options:
The Company has not provided any Stock Option Scheme to the employees during the yearunder review.
Voting Rights not directly exercised by Employees:
The Company has no Scheme in which voting rights are not directly exercised byEmployees of Company. Further no shares are held by trustee(s) for the benefit ofemployees.
Debentures Bonds or other Non- convertible Securities:
The Company has not issued any Debentures Bonds or other non- convertible securitiesduring the year under review. Also SEBI Circular dated 26th November 2018regarding Large Corporates (LC) is not applicable to the Company for the FinancialYearended on 31st March 2021.
The Company has not issued any Warrants during the year under review.
Credit Rating of Securities:
The Company has not obtained any Credit Rating of Securities during the year underreview.
The Company has not issued any Bonus Shares during the year under review.
11. INVESTOR EDUCATION AND PROTECTION FUND
Pursuant to the provisions of the Investor Education and Protection Fund Authority(Accounting Audit Transfer and Refund) Rules 2016 all unclaimed and unpaid dividendsare required to be transferred by the Company to the Investor Education and ProtectionFund (IEPF) established by the Government of India after completion of seven years fromdeclaration of Dividend.
Further according to the rules the shares on which the dividend has not been paid orclaimed by the shareholders for seven consecutive years or more shall also be transferredto the demat account of the IEPF Authority.
During the year the Company has transferred the unclaimed and unpaid dividendsamounting to Rs. 173910.80/- pertaining to the Financial Year2012-13 and alsotransferred the49774 corresponding shares on which such dividends were unclaimed forseven consecutive years as per the requirement of IEPF rules.
Detailed list of dividend amount and Shares transferred to IEPF Authority is availableon the website of the Company viz. "www.blblimited.com".
12. NODAL OFFICER
In accordance with the provisions of sub-rule (2A) of Rule 7 of Investor Education andProtection Fund Authority (Accounting Audit Transfer and Refund) Rules 2016 Mr.Nishant Garud Company Secretary of the Company has been appointed as the Nodal Officer ofthe Company. The details are available on the website of Company at www.blblimited.com.
13. DIRECTORS AND KEY MANAGERIAL PERSONNEL OF THE COMPANY Inductions/Reappointments:-
Sh. Deepak Sethi (DIN: 01140741) was appointed as an Independent Director of theCompany by the Shareholders in the39h Annual General Meetingwith effect fromSeptember282020.
Sh. Gaurav Gupta (DIN: 00531708) was appointed as an Independent Director of theCompany by the Shareholders in the39h Annual General Meetingwith effect fromSeptember282020.
Sh. Nishant Garud (M. No. ACS 35026) was appointed as Company Secretary (KMP) of theCompany with effect from February 122021.
Sh. Chitter Kumar Aggarwal (DIN: 00038502) had resigned from the Directorship witheffect from October 222020.
Sh. Ram Pal Sharma (DIN: 02785619) had resigned from the Directorship with effectfrom October 26 2020.
Ms. Varsha Yadav had resigned from the post of Company Secretary of the Company witheffect from February 12 2021.
The Board places on record the appreciation of services rendered by the Directors/KMP(s) of the Company during the year under review.
Sh. Brij Rattan Bagri (DIN: 00007441) was reappointed as a Director of the Companyliable to retire by rotation.
Smt. Dhwani Jain (DIN: 06985038) was reappointed as an Independent Director of theCompany for the second term by the shareholders in the 39th Annual GeneralMeeting with effect from October 20 2019 till October 192024.
Sh. Keshav Chand Jain (DIN: 00007539) Non- Executive Director of the Company retiresby rotation at the forthcoming Annual General Meeting and being eligible offershimselffor re-appointment. The Board recommends the same for your approval.
Further on recommendation of Nomination and Remuneration Committee the Board ofDirectors are recommending the re-appointment of Sh. Anshul Mehra (DIN: 00014049) as anExecutive Director of the Company for a term of 3 years commencing from August 12022 atthe ensuing Annual General Meeting of the Company.
14. DECLARATION BY INDEPENDENT DIRECTORS
Smt. Dhwani Jain (DIN: 06985038) Sh. Deepak Sethi (DIN: 01140741) and Sh. Gaurav Gupta(DIN: 00531708) are the Independent Directors on the Board of your Company.
In the opinion of the Board and as declared by these Directors each of them meets thecriteria of independence as specified in Regulation 16 and 25 of the Listing Regulationsand Section 149 (6) of the Companies Act 2013 and the Rules made thereunder.
15. SEPARATE MEETING OF INDEPENDENT DIRECTORS
The Company has convened and held a separate meeting of Independent Directors on March222021.
16. FAMILIARIZATION PROGRAMMES
The Company has familiarized the Independent Directors with the Company their rolesresponsibilities in the Company nature of industry in which the Company operatesbusiness model of the Company various businesses in the group etc. The details of thefamiliarization Program are available on the website of the Companyatwww.blblimited.com.
17. CODE OF CONDUCT
Pursuant to Regulation 26(3) of the Listing Regulations all the Directors of theCompany have affirmed compliance with the Code of Conduct of the Company.
18. DETAILS OF BOARD MEETINGS
During the year under review 5 (Five) Board meetings were held details of which aregiven in the relevant paragraphs of Corporate Governance Report which forms part of thisreport.
19. COMMITTEES OF BOARD
The Composition of Committees i.e. Audit Committee Nomination and RemunerationCommittee Stakeholder Relationship Committee has changed since the last Annual GeneralMeeting.
Details of the same like date of re-constitution of Committees number of committeemeetings attendance of committee members and other terms of reference are given in therelevant paragraphs of Corporate Governance Report which forms part of this report.
20. RECOMMENDATIONS OF COMMITTEES
Your Board has accepted all the recommendation(s) made by the all the Committees duringthe year and up to the date of this report.
21. COMPANY'S POLICY ON APPOINTMENT AND REMUNERATION
The Nomination and Remuneration Committee of yourCompany has framed a "NominationRemuneration and Evaluation Policy" on director's appointment and remunerationincluding criteria for determining qualifications positive attributes independence of adirector. The said policy has been approved by the Board of Directors of yourCompany.
The detailed "Nomination Remuneration and Evaluation Policy" is enclosed asan Annexure -I.
22. EVALUATION OF BOARD PERFORMANCE
The Board has framed a performance evaluation policy which is displayed on the websiteof the company viz. www.blblimited.com for evaluating its own performance of ExecutiveDirector Non-executive Directors including Independent Directors and Committees ofCompany.
Pursuant to the Section 134(3)(p) and Schedule IV of the Companies Act 2013 read withRegulation 17 of the Listing Regulations the Board of Directors have carried out anevaluation of Independent Directors the directors individually as well as the evaluationof the working of its Committees.
Based on the Performance Evaluation carried out by the Board of the Company theperformance of the Board and its Committeesand 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 March 22 2021 whereIndependent Directors reviewed the performance of Non-Independent Directors the Board asa whole Chairman of the Company and found their performances to be satisfactory.
23. DISCLOSURE ABOUT RECEIPT OF ANY COMMISSION/ REMUNERATION BY MANAGING DIRECTOR/WHOLE TIME DIRECTOR FROM HOLDING COMPANY OR SUBSIDIARY COMPANY
The company does not have any holding or Subsidiary Company. So the Whole TimeDirector of the Company was not in receipt of commission from the Holding Company orcommission / remuneration from its Subsidiary Companies.
24. 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 provisions ofall applicable laws and that such systems were adequate and operating effectively.
25. INTERNAL FINANCIAL CONTROL SYSTEM AND THEIR ADEQUACY
The internal financial controls with reference to the Financial Statements arecommensurate with the size and nature of business of the Company. The internal audit isentrusted to M/s. Ram Rattan & Associates Chartered Accountants New Delhi. YourCompany continuously invests in strengthening the internal control processes and systems.
The internal 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 internalauditors as well as statutory auditors. Implementations of recommendations from variousaudit reports are regularly monitored by the senior management.
26. REPORTING OF FRAUD AS PER SECTION 143(12)
For Financial Year 2020-21 no Fraud has been reported by Auditors of the Company interms of Section 143(12) of the Companies Act 2013.
27. SUBSIDIARY / JOINT VENTURE/ ASSOCIATE COMPANY
During the Financial Year under consideration there has been no subsidiary jointventure or associate company of the company.
28. PUBLIC DEPOSIT
During the year under review your Company had not accepted any deposits from publicand as such no amount on account of principal or interest on deposits from public wasoutstanding as on the date of the balance sheet.
29. LOANS. GUARANTEES AND INVESTMENTS
Particulars of Investments as per the provision of Section 186 of the Companies Act2013 are provided in Note No. 4 of Financial Statements. The outstanding amount of loangranted by Company to other Companies as on March 312021 stands at Rs. Nil
Furtheryour Company continues to hold investments in securities details of which areprovided in the Note No. 4 of Financial Statements which forms part of this Annual Report.No Guarantee was given by the company during the year under review.
30. RELATED PARTY TRANSACTIONS
The Company has also adopted a Related Party Transaction Policy which is also availableon the 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.
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 andas per company's Related Party Transaction Policy.
Further as per Companies Act 2013 and rules made there under 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 definition from theRegulation 23 of the Listing Regulations read with Related Party Transaction Policy andhas concluded that no transaction falls under material transaction as per the requirement.
The prescribed Form AOC-2 is enclosed and forms part of this Report as Annexure-ll.Your directors draw attention of members to Note No. 34 to the financial statements whichset out related party disclosures.
31. CORPORATE SOCIAL RESPONSIBILITY (CSR)
During the year the provisions of Section 135 of the Companies Act 2013 were notapplicable to the Company.
32. DETAILS OF CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION. FOREIGN EXCHANGE EARNINGSAND OUTGO
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 utilizing alternate sources of energy |
|(iii)the capital investment on energy conservation equipment |
|(B) Technology absorption- || |
|(i) the efforts made towards technology absorption ||The Company is engaged in the Stock Broking Business and accordingly does not absorb 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 thefinancialyear)- |
|(a) the details of technology imported; || |
|(b) theyearofimport; || |
|(c) whether the technology beenfully 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 (2020-21) ||Previous Year (2019-20) |
|Inflow ||Nil ||Nil |
|Outflow ||Nil ||Nil |
33. RISK MANAGEMENT POLICY
a. Development: In terms of the requirement of the Companies Act 2013 and the ListingRegulations the Company has developed and implemented the Risk Management Policy and theAudit Committee of the Company reviews the same periodically.
b. Implementation: The Company recognizes that risk is an integral and unavoidablecomponent of business and hence is committed to managing the risk in a proactive andeffective manner. The Risk Management Policy approved by the Board has been effectivelyimplemented. The Company's Management systems organizational structures processesstandards code of conduct and behaviors together form the Risk Management System of theCompany and are managed accordingly. In the opinion of Board none of the risks which havebeen identified may threaten the existence of the Company.
c. Identification of Kev Risks which mav Threaten the Existence of the Company and RiskMitigation: The
common risks faced bythe Company include Market Risk Technology risk OperationalRisk Reputation Risk Financial and Accounting Risk Regulatory and Compliance RiskHuman Resource Risk and Business Continuity Risk. Your Company has well defined processesand systems to identify assess & mitigate the key risks. A platform for exceptionreporting of violations is in place which is reviewed regularly and remedial measures arebeing undertaken immediately. The risk management process consists of risk identificationrisk assessment risk prioritization risk treatment or mitigation risk monitoring anddocumenting the new risks. Various risk management policies as prescribed by SEBI/Exchanges are followed by the Company.
34. VIGIL MECHANISM
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 functioning of the vigil mechanism is reviewed by the Audit Committee periodically.None of the Directors or employees have been denied access to the Audit Committee of theBoard.
The vigil mechanism (Whistle Blower Policy) may be accessed on the Company'swebsitewww.blblimited.com.
35. SIGNIFICANT AND MATERIAL ORDERS PASSED BYTHE REGULATORS
No significant or material orders were passed by the regulators or courts or tribunalsimpacting the going concern status and the Company's operations in future.
36. STATUTORY AUDITORS. THEIR REPORT AND NOTES TO FINANCIAL STATEMENTS
In the 36th Annual General Meeting held on September 16 2017 M/s R.K.Ahuja &Co. Chartered Accountants (FRN: 031632N) had been appointed as StatutoryAuditors of the Company for a period of five (5) years subject to ratification at everyAnnual General Meeting if so required under the Act. The requirement to place the matterrelating to appointment of auditors for ratification by Members at every AGM has been doneaway by the Companies (Amendment) Act 2017 with effect from May 72018.
Accordingly no resolution is being proposed for ratification of appointment ofstatutory auditors at the ensuing AGM.
Further the Company has received the consent and eligibility from M/s R.K. Ahuja &Co. Chartered Accountants Statutory Auditors of the Company for the FinancialYear2021-22.
The report of the Statutory Auditors along with Notes on Financial Statements for theyear ended March 31 2021 is enclosed with the Annual Report. There is no qualificationreservation adverse remarks or disclaimer in the Auditors' Report on FinancialStatements.
37. SECRETARIAL AUDITOR ANDTHEIR REPORT
In terms of Section 204 of the Companies Act 2013 and Rules made there under Companyhad appointed M/s. Chandrasekaran Associates Practicing Company Secretaries to conductthe Secretarial Audit of the Company for the financial year 2020-21.
The report of the Secretarial Auditors for the financial year 2020-21 is enclosed asAnnexure-lll to this report. The report is self-explanatory and do not call for anyfurther comments. There are no qualification observations disclaimer adverse remark orother remarks in the Secretarial Auditors' Report except the following:
(i) Non-submission of the Annual Report within the period prescribed under Regulation34 of SEBI (LODR) Regulation 2015 - There was delay of 2 days in submission of AnnualReport to the Stock Exchanges for which the Company later on had complied with the saidregulation as per Exchange(s) norms to the satisfaction of Exchange(s).
(ii) Violation of SEBI (Prohibition of Insider Trading) Regulations 2015- TheDesignated person had entered into a contra trade.
The Company has intimated the detail of violation to stock exchanges in terms ofapplicable provisions.
(iii) Annual Listing Fee to BSE Limited (BSE). The Company is following up with BSELimited to get its securities voluntarily delisted from BSE Limited only for last manyyears. Thereafter after various correspondences Company had filed an application with BSELimited for delisting of its securities. After filing such application BSE Limiteddemanded the due annual listing fee for FY 2020-21 against which the Company had filed anappeal before Securities Appellate Tribunal ('SAT'). SAT after hearing the appeal vide itsorder dated June 172021 directed the Company to pay the due annual listing fee and theCompany have paid the annual listing fee for FY 2020-21 on June 22 2021 under protestsubject to the final outcome of hearing of SAT.
38. INTERNAL AUDITOR AND THEIR REPORTS
The Board has appointed M/s. Ram Rattan & Associates (FRN: 004472N) CharteredAccountants as the Internal Auditor of the Company to conduct the half yearly internalaudits.
The Board on the recommendation of Audit Committee has re-appointed M/s. Ram Rattan& Associates (FRN: 004472N) Chartered Accountants as an Internal Auditor of theCompany for the financial year 2021-22.
39. COMPLIANCES OF SECRETARIAL STANDARDS
The Company has complied Secretarial Standards issued by the Institute of CompanySecretaries of India and notified by the Ministry of Corporate Affairs during the yearunder review.
40. EXTRACT OF ANNUAL RETURN
Pursuant to Notification no. 2589 and 432 dated August 28 2020 issued by the Ministryof Corporate Affairs as published in the Gazette of India on August 28 2020 the detailsforming part of the extract of Annual Return in Form MGT-9 is not required to be annexedherewith to this report.
Pursuant to the requirement underSection 92(3) of the Companies Act 2013 copy of theannual return can be accessed on our website www.blblimited.com.
41. 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 asan Annexure-IV & V.
42. 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 anAnnexure-VI.
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 a separatesection which forms part of this report as an Annexure- VII.
43. COST RECORDS
During the year ended March 312021 the Company is engaged in trading business inShares Securities and Commodities and it was exempted from maintenance of Cost records asspecified by Central Government under Section 148(1) of the Act.
44. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION.PROHIBITION AND REDRESSAL) ACT. 2013
The Company always endeavors to create and provide an environment that is free fromdiscrimination intimidation abuse and harassment including sexual harassment. It is alsobelieved that it's the responsibility of the organization to protect the integrity anddignity of its woman employees. The Company has "Prevention of Sexual HarassmentPolicy" in line with the requirements of The Sexual Harassment of Women at theWorkplace (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. As per the policy any woman employee may report hercomplaint to ICC which is formed for this purpose.
Thefollowing is a summary of sexual harassment complaints received and disposed offduring the year 2020-21:
|Number of complaints pendingason the beginningofthefinancial year: ||Nil |
|Number of complaints filed duringthe financial year: ||Nil |
45. CODE OF CONDUCT FOR PREVENTION OF INSIDER TRADING IN COMPANY'S SECURITIES
Your Company has formulated Code of Conduct for Prevention of Insider Trading inCompany's Securities ("Code") in accordance with SEBI (Prohibition of InsiderTrading) Regulations 2015. The objective of this Code is to protect the interest ofShareholders at large to prevent misuse of any price sensitive information and to preventany insider trading activity by dealing in shares of the Company by its DesignatedPersons. Sh. Nishant Garud Company Secretary and Compliance Officer of the Company isauthorized to act as Compliance Officer under the Code.
46. CONSOLIDATED FINANCIAL STATEMENTS
In accordance with Section 129(3) of the Companies Act 2013 the company is notrequired to prepare Consolidated Financial Statements for the financial year 2020-21 asthe company has no subsidiaries as on date.
47. HUMAN RESOURCES MANAGEMENT
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.
48. ONE TIME SETTLEMENT
During the year under review the company has not entered into any one time settlementwith Banks or Financial Institutions during the year therefore there was no reportableinstance of difference in amount of the valuation.
49. DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY ANDBANKRUPTCY CODE. 2016
During the period under review no application was made by the company and accordinglyno proceeding is pending under the Insolvency and Bankruptcy Code 2016.
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 |
| ||Chairman |
| ||DIN: 00007441 |
|Place : New Delhi || |
|Date : August 12 2021 || |