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BLS International Services Ltd.

BSE: 540073 Sector: IT
NSE: BLS ISIN Code: INE153T01027
BSE 14:03 | 22 Jun 152.55 0.20






NSE 13:49 | 22 Jun 151.70 -0.40






OPEN 152.25
VOLUME 32948
52-Week high 293.00
52-Week low 115.00
P/E 148.11
Mkt Cap.(Rs cr) 1,564
Buy Price 152.20
Buy Qty 146.00
Sell Price 152.90
Sell Qty 141.00
OPEN 152.25
CLOSE 152.35
VOLUME 32948
52-Week high 293.00
52-Week low 115.00
P/E 148.11
Mkt Cap.(Rs cr) 1,564
Buy Price 152.20
Buy Qty 146.00
Sell Price 152.90
Sell Qty 141.00

BLS International Services Ltd. (BLS) - Director Report

Company director report


The Members

BLS International Services Limited

Your Directors take pleasure in presenting the 33rd Annual Report on the business andoperations of the Company for the financial year ended 31st March 2017. This report isbeing presented along with the audited financial statements for the year.

1. Financial Highlights

(Amount In Rs. Millions)

Particulars Consolidated Standalone
2016-17 2015-16 2016-17 2015-16
Revenue from Operations 6349.59 5049.58 240.95 158.95
Other Income 23.06 5.01 17.43 16.09
Total Revenue 6372.65 5054.59 258.37 175.04
Earnings before Interest Depreciation Taxation & Exceptional Item(EBIDTA) 846.84 372.34 62.69 41.58
Less: Interest cost (55.00) (3.41) (2.63) (3.41)
Depreciation (259.73) (55.28) (16.00) (21.49)
Profit before Tax 532.11 313.65 44.06 16.68
Less: Provision for Tax (32.17) (4.59) (12.76) (4.6)
Profit available for appropriation (Net of Minority Interest) 499.58 308.93 31.30 12.08

2. Review of Operations (FY 2016-17)

Consolidated: During the year under review total revenue increased by 26.07% y-o-yat Rs. 6372.65 million as compared to Rs. 5054.59 million in the previous year. Earningsbefore interest tax depreciation and Exceptional Item ("EBIDTA") was at Rs.846.84 million registering a growth of 127.43% y-o-y as compared to Rs. 372.34 millionin the previous year. Profit after tax ("PAT") for the year stood at Rs. 499.58million up by 61.71% y-o-y as compared to Rs. 308.93 million in the previous year.

Standalone: Total revenue increased by 47.61% y-o-y at Rs. 258.37 million ascompared to Rs. 175.04 million in the previous year. EBIDTA was at Rs. 62.69 millionregistering a growth of 50.77% y-o-y as compared to Rs. 41.58 million in the previousyear. PAT for the year stood at Rs. 31.30 million up by 159.10% y-o-y as compared to Rs.12.08 million in the previous year.

3. Dividend

Based on the Company's strong and consistent financial performance the directors arepleased to recommend for the approval of the members a final dividend of Rs. 3.00 pershare for the FY 2016-17. Including the interim dividend payment of Rs. 0.50 per share(Record Date: 24th November 2016) the total dividend for the year stands at Rs. 3.50 pershare totaling to 35% dividend for the FY 2016-17. The final dividend shall be payablepost Shareholder's approval in the 33rd Annual General Meeting.

Particulars of Dividend Par Value (in Rs. per share) Dividend Declared (as % of Par Value) Total Dividend Amount (in Rs. per share) Record Date
Interim Dividend 10.00 5.00% 0.50 24th November 2016
Final Dividend 10.00 30.00% 3.00 14th September 2017
Total Dividend 35.00% 3.50

4. Share Capital

During the year under review there was no change in the Company's issued subscribedand paid-up equity share capital. As of 31st March 2017 Paid Up Share Capital stood atRs. 102450000/- divided into 10245000 equity shares of Rs. 10/- each.

However during the period between 31st March 2017 and till the issuance of FY 2016-17Annual Report Company has subdivided its equity shares the details of which have beendiscussed in the section Material Changes and Commitments Affecting the Financial Positionof the Company of this Director's Report.

5. Listing at Stock Exchange

During the year under review the Company's shares were listed at National StockExchange on 14th June 2016 and on Bombay Stock Exchange on 8th September 2016. Furtherthe Equity Shares of the Company continue to be listed on the National Stock ExchangeBombay Stock Exchange and the Metropolitan Stock Exchange. The shares of the company aretraded on the exchanges under the scrip code given below:

1. NSE Scrip: BLS

2. BSE Scrip Code: 540073

3. MSEI Scrip: BLS

The annual listing fees for the current year have been paid to the exchanges.

6. Subsidiary Details

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* isannexed herewith as "Annexure - I". In accordance with Section 136 of theCompanies Act 2013 the Audited Financial Statements including the ConsolidatedFinancial Statements and related information of the company and its Subsidiaries areavailable on the website of the Company.

These documents will also be available for inspection during the business hours at theRegistered Office of the Company. Any member desirous of obtaining a copy of the saidFinancial Statements may write to the Company.

*The information provided for Associate Companies in Form AOC-1 are based on Figures asprovided from 1st January 2016 to 31st December 2016. Further there were no significanttransaction made by associates during the period under review with the Company.

The details of the subsidiary as on 31st March 2017 are as follows:

Name of Subsidiary Ownership Status Date of Incorporation / Acquisition Country Line of Business
M/S. BLS International FZE (The Establishment) Wholly Owned (100.0%) 7th September 2011 United Arab Emirates Outsourcing Services
M/S. BLS E-SERVICES PRIVATE LIMITED Wholly Owned (100.0%) 12th April 2016 India E-Governance
M/S. BLS IT SERVICES PRIVATE LIMITED Wholly Owned (100.0%) 26th April 2016 India E-Governance
M/S. BLS E-SOLUTIONS PRIVATE LIMITED Wholly Owned (100.0%) 29th April 2016 India E-Governance

7. Management Discussion and Analysis Report

Discussion upon the Company's state of business affairs is provided in the ManagementDiscussion and Analysis Report which has been attached separately in this Annual Report.It has been prepared inter-alia in compliance with the terms of Regulation 34 of SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015.

8. Litigation

There are no new or outstanding material litigation against the Company as on 31stMarch 2017. There has been no impact of any litigation on the financial position of theCompany during the year under review.

9. Auditors

Statutory Auditors: During the year under review M/s P Bholusaria & Co.Chartered Accountants the statutory auditors of the company resigned from the companyand M/s S S Kothari Mehta & Co. Chartered Accountants (FRN – 000468N) NewDelhi the Statutory Auditors of the Company were appointed by the Shareholders in theirmeeting held on 16th January 2017 to hold office until the conclusion of the ensuingAnnual General Meeting and are eligible for re-appointment as per Section 139 of theCompanies Act 2013.

Secretarial Auditors: In terms of Section 204 of Companies Act 2013 and Rules madethereunder M/s Hemnani Ipsa & Associates Company Secretaries were appointed asSecretarial Auditors of the Company for the financial year 2016-17. The report ofSecretarial Auditor has been enclosed in Form MR 3 as Annexure – II.

The Auditor's Report does not have any qualification is self- explanatory and doesnot call for any comment from the Board.

10. Particulars of Loans Guarantee or Investment Under Section 186

Particulars of loan given investments made guarantees given and securities providedalong with the purpose for which loan guarantee or security is proposed to be utilised bythe recipient are provided in Consolidated financial statements (please refer note no. 12and 14 to the consolidated financial statements).

11. Extract of Annual Return

Pursuant to section 92(3) of the Companies Act 2013 (‘the Act') and rule 12(1) ofthe Companies (Management and Administration) Rules 2014 extract of Annual Return inprescribed Form MGT-9 is Annexed as Annexure III.

12. Industry Overview and Outlook

Discussion upon the Industry Overview and Outlook and Company's state of businessaffairs is provided in the Management Discussion and Analysis Report which has beenattached separately in this Annual Report. It has been prepared inter-alia in compliancewith the terms of Regulation 34 of SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015.

13. Award & Recognition

BLS International is a winner of 10th Hospitality India and Explore the World AnnualInternational Awards in 2014 for providing outstanding services in Visa PassportOutsourcing and Allied Services Globally. BLS has been recognised as the leading consularservice specialist known for fulfilling all its Commitments towards its clientscustomers and stakeholders.

BLS International Services Ltd. has been awarded as Best Visa Service Providerat the 11th edition of Today's Traveller Awards 2017 in New Delhi on 31st July 2017.Further the Company has also been awarded the Best Workplace Practices Award atthe recent 7th Asia Best CSR Practices Awards 2017 held in Singapore on 2nd August 2017.

14. 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 of subsection (5) of section 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;

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;

g. the Audit Committee meets periodically with the Internal Auditors and the StatutoryAuditors to review the way the Auditors are discharging their responsibilities and todiscuss audit internal control and financial reporting issues;

h. to ensure complete independence the Statutory Auditors and the Internal Auditorshave full and free access to the Members of the Audit Committee to discuss any matter ofsubstance.

15. Directors and Key Managerial Person

1.Inductions Re-appointments Retirements & Resignations

During the year under review Mr. Diwakar Aggarwal and Mr. Vinod Aggarwal resigned fromthe board w.e.f 9th August 2016.

Mr. Surinder Singh Kohli and Mr. Sarthak Behuria were appointed as Independent Directorof the Company w.e.f. 14th February 2017 and 11th November 2016 respectively who arefurther to be regularised for a period of 5 (Five) Years in the ensuing AGM to be held on8th September 2017.

Also Mr. Karan Aggarwal has been appointed on the Board as Additional Director in themeeting of Board of Director held on 13th June 2016.

During the year under review Mr. Dheeraj Sharma the Chief Financial Officer appointedin the meeting of the Board held on 13th August 2016 tendered his resignation from theposition of CFO w.e.f. 16th December 2016.

Thereafter Board of Directors in their meeting held on 19th December 2016 hasappointed Mr. Mukul Harmilapi as Chief financial officer of the Company who furtherresigned from the company on 27th July 2017 due to his health issues. However the Boardthereafter appointed Mr. Ajay Milhotra in the Board Meeting of 09th August 2017 as theChief Financial Officer of the Company.

Further during the year under review Mr. Prabhat Kumar Srivastava tendered hisresignation from the post of Company Secretary w.e.f 2nd February 2017.

Further Mr. BalaJi has been appointed as Company Secretary of the company w.e.f 14thFebruary 2017.

2. Declaration by Independent Directors

The Company has received Certificate of Independence (declaration) from all IndependentDirectors that they meet the criteria of independence as laid down in Section 149(6) ofthe Companies Act 2013 and regulation 25 of the Securities and Exchange Board of India(Listing Obligation & Disclosure Requirements) Regulations 2015 (hereinafter referredas the "Listing Regulations").

The Company keeps a policy of transparency and arm's length while dealing with itsIndependent Directors.

3. Familiarisation Programme for the Board of Directors

The Company conducts induction programme for every new director to provide them anopportunity to familiarise with the Company and its policies. The Company makespresentations to the new directors including but not limited to the Company's strategyoperations product and service offering market organisation structure finance humanresources technology quality facilities risk management and insider trading laws.

16. Board Meetings

A. Number of Board Meetings: The Board of Directors met 11 (Eleven) times duringthe financial year 2016-17. The details of the Board Meetings and the attendance of theDirectors thereat are provided in the Corporate Governance Report appearing elsewhere asa separate section in this Annual Report.

B. Composition of Audit Committee: Audit Committee comprises of Two IndependentDirectors and One Executive Director. The Chairman of the Audit Committee is anIndependent Director. The Independent Director(s) are accomplished professional(s) havingdiverse knowledge across various fields in wide areas. The Company Secretary is theSecretary of the Committee.

During the year ended 31st March 2017 the Committee met 6 (Six) times.

At the beginning of the FY2016-17 the composition of Audit Committee consisted of:

S.No. Name of Director Designation
1 Mr. Ram Prakash Bajpai Independent Director
2 Ms. Shivani Mishra Independent Director
3 Mr. Vinod Aggarwal Non Executive Director

However due to the resignation of Mr. Vinod Aggarwal from the board the composition ofAudit Committee was changed to:

S.No. Name of Director Designation
1 Mr. Sarthak Behuria Independent Director
2 Mr. Ram Prakash Bajpai Independent Director
3 Mr. Nikhil Gupta Managing Director

The attendance of the members attended the meeting are as under:

Name of the Member Designation No. of Meetings attended
Mr. Ram Prakash Bajpai Chairman 6
Mr. Vinod Aggarwal Member 1
Ms. Shivani Mishra Member 4
Mr. Sarthak Behuria Chairman 2
Mr. Nikhil Gupta Member 3

The other details of the Audit Committee are given in the Corporate Governance Reportappearing as a separate section in this Annual Report.

C. Audit Committee Recommendations: During the year FY 2016-17 all recommendationsof the Audit Committee were accepted by the Board.

17. Particulars of Remuneration of Directors Key Managerial Personnel and Employees

Pursuant to Section 197 (12) of the Companies Act 2013 read with Rule 5(1) of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2015 it isnecessary to disclose the ratio of remuneration of each director to the median employees'remuneration.

1. The ratio of the remuneration of each director to the median remuneration of theemployees of the company for the financial year;

S. No. Name Designation Ratio of Remuneration of each director of the Median Remuneration of Employees
1 Mr. Sarthak Behuria Independent Director NA
2 Mr. Surinder Singh Kohli Independent Director NA
3 Mr. Ram Prakash Bajpai Independent Director NA
4 Ms. Shivani Mishra Independent Director NA
5 Mr. Nikhil Gupta Managing Director 2.37
6 Mr. Shikhar Aggarwal Joint Managing Director 2.32

2. The percentage increase in remuneration of each director Chief Financial OfficerChief Executive Officer Company Secretary or Manager if any in the financial year;

S. No. Name of Key Managerial Person Designation % increase in Remuneration
1 Mr. Nikhil Gupta Managing Director There was no Increase in the Remuneration as appointments was made within the period under review hence not applicable
2 Mr. Shikhar Aggarwal Joint Managing Director
3 Mr. Mukul Harmilapi CFO
4 Mr. Balaji Company
Srivastava Secretary

3. The percentage increase in the median remuneration of employees in the financialyear is 15%.

4. The numbers of permanent employees on the rolls of company were 192 as on 31stMarch 2017.

5. It is hereby affirmed that the remuneration paid during FY2017 is as per theremuneration policy of the company.

6. The Net Worth of the Company as on 31st March 2017 and previous financial year areas follows:

(Rs. In Millions)
S. No. Particulars 2016-17 2015-16 Variation %
1 Net Worth 168.04 142.91 25.13 17.58
(Rs. In Millions)
S. No. Particulars 2016-17 2015-16 Variation %
1 Net Worth 1645.25 1187.48 457.77 38.54

7. Comparison of the each remuneration of the Key Managerial Personnel against theperformance of the Company;

S. No. Name of Key Managerial Person Designation % increase in Remuneration
1 Mr. Nikhil Gupta Managing Director All the KMPs were appointed during the year under review hence not applicable.
2 Mr. Shikhar Aggarwal Joint Managing Director
3 Mr. Mukul Harmilapi CFO
4 Mr. Balaji Srivastava Company Secretary

8. The key parameters for any variable component of remuneration availed by thedirectors; There is no variable component in the remuneration of KMP's.

9. 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 remuneration of the employeesreceiving remuneration compared to highest paid director is 1.88:1.

18. Performance Evaluation of The Board its Committees and Individual Directors

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. Evaluation was based on the criteria and framework adopted by theBoard and as explained in the Corporate Governance Report. The Board of Directorsexpressed their satisfaction with the evaluation process.

The process entailed a structured questionnaire which was prepared after taking intoconsideration inputs received from the Directors covering various aspects of the Board'sfunctioning such as adequacy of the composition of the Board and its Committees BoardCulture execution and performance of specific duties obligations and governance.

19. Management of Risk of Fraud Corruption and Unethical Business Practices WhistleBlower 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 to ensure thatcomplaints are resolved quickly in an informal and conciliatory manner confidentiality ismaintained and both the complainant and the person against whom the complaint is made areprotected. The same is placed on the website of the Company. (

The employees of the Company are made aware of the said policy at the time of joiningthe Company.

20. Risk Management

Risk management is embedded in BLS's operating framework. Your Company has an elaborateRisk Management procedure and adopted systematic approach to mitigate risk associated withaccomplishment of objectives operations revenues and regulations. To this effect thereis a robust process in place to identify key risks across the Group and prioritiserelevant action plans to mitigate these risks. The Risk Management spectrum of the Companyencompasses key focus on Risk Assessment Risk Management and Risk Monitoring.

21. Disclosure as Required Under Section 22 of Sexual Harassment of Women at Workplace(Prevention Prohibition and Redressal) Act 2013

BLS as an organisation is committed to provide a safe and healthy environment to allthe employees and thus does not tolerate any discrimination and/ or harassment in anyform. The Company has in place a policy on prevention of sexual harassment and has put inplace a redressal mechanism for resolving complaints received with respect to sexualharassment and discriminatory employment practices. As per the provisions of sections 21and 22 of the Sexual Harassment of Women at Workplace (Prevention Prohibition andRedressal) Act 2013 the report on the details of the number of cases filed under sexualharassment and their disposal is as under:

• Number of cases pending as on the beginning of the financial year: NIL

• Number of complaints filed during the year: 1

• Number of cases pending as on the end of the financial year: NIL

The more details on the same is given in the Sexual Harassment Policy and uploaded onour website (

22. Nomination and Remuneration Policy

The overall limits of remuneration of the Board members including Executive BoardMembers are governed by the provisions of Section 197 of the Companies Act 2013 rules asprepared by the Company and shall be subject to availability of profits of the Company.

In terms of provisions of the Companies Act 2013 and the SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 as amended from time to time the policy onnomination and remuneration of Directors Key Managerial Personnel (KMP) SeniorManagement and other employees of the Company had been formulated by the Nomination andRemuneration Committee of the Company. This policy was approved by the Nomination &Remuneration Committee of the Board

23. Particulars of Contracts or Arrangements with Related Parties

As per the Listing Regulations all related party transactions have been placed beforethe Audit Committee for their approval. Further omnibus approval of the Audit Committeehas been obtained for the transactions which are of foreseen and repetitive nature.

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 Act2013 isappended as Annexure- IV

24. Accounts of Subsidiary Companies

Section 136 of the Companies Act 2013 which has exempted Companies from attaching theAnnual Reports and other particulars of subsidiary companies along with the Annual reportof the Company.

However a statement giving certain information as required is being placed along withthe Consolidated Accounts for the following Companies.





The financial statements of the subsidiary are kept for inspection by the shareholdersat the Corporate Office of the Company.

25. Internal Control Systems and their Adequacy

The Company believes in growth with a strong governance system. The Company has aproper and adequate system of internal controls commensurate with its size and businessoperation to ensure timely and accurate financial reporting in accordance with applicableaccounting standards safeguarding of assets against unauthorised use or disposition andcompliance with all applicable regulatory laws and Company policies.

The scope and authority of the Internal Audit (IA) function is defined in the InternalAudit Charter. To maintain its objectivity and independence the Internal Audit functionreports 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.

26. Conservation of Energy Technology Absorption and Foreign Exchange Earnings andOutgo

The Company always endeavors to reduce energy consumption and achieve conservation ofresources. However since your Company does not own any manufacturing facility /production plants and is not engaged in the real estate activities the requirementspertaining to disclosure of particulars relating to Conservation of Energy Research& Development and Technology Absorption as prescribed under the Companies (Disclosureof particulars in the Report of Board of Directors) Rules 1988 are not applicable.

During the year under review; the total foreign exchange used was Rs. 1.43 million andthe total foreign exchange earned was Rs. 149.48 million.

27. Material Changes and Commitments Affecting the Financial Position of the Company

Pursuant to approval of the Board of Directors obtained at the board meeting held on6th March 2017 your Company has sub-divided the face value of its equity shares of Rs.10/- each fully paid-up into 10 equity shares of Rs. 1/- each fully paid-up w.e.f 28thApril 2017. The Board of Directors had fixed 27th April 2017 as the record date for thepurpose of ascertaining the eligible shareholders for receiving the aforesaid sub-dividedequity shares. Subsequent to the aforesaid Record Date new share certificates have beendispatched to the Shareholders who held shares in physical mode and also credited to therespective demat accounts of those who held shares in electronic mode. Accordingly theAuthorised Share Capital of your Company stands re-classified at Rs. 202450000 /-divided into 202450000 shares having a par value of Rs. 1/- each. At present theIssued Share Capital of your Company is Rs. 102450000 /- divided into 102450000 equityshares of Rs. 1/- each.

28. Corporate Governance Report

In compliance with the provisions of Regulation 34 of the SEBI (Listing Obligations andDisclosure Requirements)Regulations 2015 read with Schedule V to the said Regulationsthe Corporate Governance Report of your Company along with a Certificate on CorporateGovernance received from the Ipsa Hemnani Company Secretary in Practice having theiroffice at C-19 Vishwakarma Park Kishan Kunj Laxmi Nagar New Delhi 110092 confirmingcompliance with the conditions of corporate governance is attached to CorporateGovernance Report.

29. Acknowledgement

Your Board acknowledges the support and cooperation received from all its stakeholdersincluding our dear shareholders as well as regulatory authorities of the CentralGovernment and all State Governments in India as they endeavor to create an enablingenvironment for industry and commerce to prosper.

Your Board appreciates the relentless effort of the Management Team lead by theManaging Director who steers the Company in achieving better performances year-on-year.Our employees are our biggest strength and we gratefully acknowledge their contribution tothe Company in achieving its objectives to serve our customers. Your Directors also takethis opportunity to express their gratitude for the valuable assistance and the trustplaced by the bankers vendors customers advisors and the general public towards theCompany.

For and on behalf of the Board
M/s. BLS International Services Limited
Nikhil Gupta Shikhar Aggarwal
Managing Director Joint Managing Director
DIN – 00195694 DIN –06975729