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BLS International Services Ltd.

BSE: 540073 Sector: IT
NSE: BLS ISIN Code: INE153T01027
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VOLUME 11451
52-Week high 309.25
52-Week low 71.35
P/E 5628.75
Mkt Cap.(Rs cr) 2,308
Buy Price 0.00
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Sell Price 0.00
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OPEN 230.00
CLOSE 235.85
VOLUME 11451
52-Week high 309.25
52-Week low 71.35
P/E 5628.75
Mkt Cap.(Rs cr) 2,308
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

BLS International Services Ltd. (BLS) - Director Report

Company director report

To

The Members

BLS International Services Limited

Your Directors take pleasure in presenting the 36th AnnualReport on the business and operations of the Company for the financial year ended March312020. This report is being presented along with the audited financial statements forthe year.

1. FINANCIAL HIGHLIGHTS

Particulars

Consolidated

Standalone

2019-20 2018-19 2019-20 2018-19
Revenue from Operations 78613.54 80382.79 5312.80 5169.11
Other Income 1298.12 4255.99 2001.99 935.30
Total Revenue 79911.66 84638.78 7314.79 6104.41
Earnings before Interest Depreciation Taxation & Exceptional Item(EBIDTA) 9639.67 15097.61 3203.27 2083.95
Less: Interest cost 160.27 1025.25 58.65 73.54
Depreciation 1215.21 1902.67 191.47 150.21
Exceptional 2782.03 - - -
Profit before Tax & Minority Interest 5482.17 12169.69 2953.16 1860.20
Less: Provision for Tax
- Current 763.39 1391.36 640.77 498.26
- Deferred -547.13 252.61 1.11 24.83
- Tax for earlier years 27.97 9.04 4.14 9.04
Profit after Tax ^^¦5237.94 10516.68 2307.14 1328.07

2. REVIEW OF OPERATIONS (FY 2019 - 20)

Consolidated

During the year under review total revenue decreased by 2.20% y-o-y atH78613.54 Lakhs as compared to H 80382.79 Lakhs in the previous year. Earnings beforeInterest Depreciation Taxation & Exceptional Item ("EBIDTA") was at H9639.68 Lakhs registering a fall of 36.15% y-o-y as compared to H 15097.61 Lakhs inthe previous year. Profit after tax ("PAT") for the year stood at H 5237.95Lakhs decreased by 50.19% y-o-y as compared to H 10516.68 Lakhs in the previous year.

Standalone

Total revenue increased by 19.83% y-o-y at H 7314.79 Lakhs as comparedto H 6104.41 Lakhs in the previous year. EBIDTA was at H 3203.27 Lakhs registering agrowth of 53.71% y-o-y

as compared to H 2083.95 Lakhs in the previous year. PAT for the yearstood at H 2307.14 Lakhs up by 73.72% y-o-y as compared to H1328.07 Lakhs in theprevious year.

3. DIVIDEND

During the year under review the Company has given strong and growingfinancial performance considering the performance of the company the Directors havedeclared interim dividend of 50% (Re. 0.50/- per equity share) on February 01 2020. Basedon the Company's performance further your Directors are also pleased to recommend forthe approval of the Members a Final Dividend of 50% (Re. 0.50 per equity share) for thefinancial Year ended March 31 2020. The final dividend shall be payable postShareholders' approval at the 36thAnnual General Meeting.

Particulars of Dividend Par Value (in H) Dividend Declared (as % of Par Value) Dividend Amount (in H) Beneficial name at the end of business hours on
Final Dividend 0.50 50% 51225000/- 14th September 2020

The dividend if declared by the Members at the forthcoming AnnualGeneral Meeting (AGM) shall be paid to the eligible Members of the Company on or afterSeptember 25 2020. The aggregate dividend for the year 2019-2020 shall be 100% (Re. 1/-per share).

4. TRANSFER TO RESERVES:

Consolidated

The closing balance of the retained earnings of the Company for FY2020 after all appropriation and adjustments was H 38580.48 Lakhs.

Standalone

The closing balance of the retained earnings of the Company for FY2020 after all appropriation and adjustments was H 2922.18 Lakhs.

5. SHARE CAPITAL

During the year under review there was no change in the Company'sissued subscribed and paid-up equity share capital. On March 31st 2020 PaidUp share capital stood at H 102450000/- divided into 102450000 equity shares of H1/- each.

6. LISTING AT STOCK EXCHANGE

The shares of the company are listed on the National Stock ExchangeBombay Stock Exchange and the Metropolitan Stock Exchange and traded on the exchangesunder the scrip code given below:

i) NSE Scrip: BLS

ii) BSE Scrip Code: 540073

iii) MSEI Scrip: BLS

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

7. SUBSIDIARIES JOINT VENTURES AND ASSOCIATES

The consolidated financial statements of the company & itssubsidiaries which form part of Annual Report have been prepared in accordance withsection 129(3) of the Companies Act 2013. Further a statement containing the salientfeatures of the Financial Statements of Subsidiary and Associate Companies in prescribedFormat AOC - 1* is annexed herewith 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 (http://www.blsinternational.com). These documents will also be available forinspection during the business hours at the Registered Office of the Company. Any memberdesirous of obtaining a copy of the said Financial Statements may write to the Company.

*The information provided for Associate Companies in Form AOC-1 arebased on Figures as provided from 1st January 2019 to 31stDecember 2019. Further there were no significant transaction made by associates duringthe period under review with the Company

The details of wholly owned subsidiary(s) as on March 31st2020 are as follows:

Name of Subsidiary Ownership Status Date of Incorporation / Acquisition Country Line of Business
BLS INTERNATIONAL FZE (Establishment) Wholly Owned (100.0%) 07th September 2011 United Arab Emirates Outsourcing Services
BLS E-SERVICES PRIVATE LIMITED Wholly Owned (100.0%) 12th April 2016 India Citizen Services
BLS IT SERVICES PRIVATE LIMITED Wholly Owned (100.0%) 26th April 2016 India Citizen Services
BLS E-SOLUTIONS PRIVATE LIMITED Wholly Owned (100.0%) 29th April 2016 India Citizen Services
BLS KENDRAS PRIVATE LIMITED Wholly Owned (100.0%) 19th March 2018 India Citizen Services

The performance of the subsidiaries has been discussed in detail in theManagement Discussion and Analysis Report attached separately.

8. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report (MD&A) for the year underreview in compliance with Regulation 34 of SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 (herein after referred to as "SEBI LODR") hasbeen enclosed separately in the Annual Report.

9. LITIGATION

There are no new or outstanding litigation against the Company as onMarch 31st 2020. Since there was no new or outstanding litigation against theCompany no impact on the financial position of the Company need to be reported under thisreport.

10. AUDITORS

a) Statutory Auditors

M/s SS Kothari Mehta & Co. Chartered Accountants (FRN -000468N)New Delhi were appointed as the Statutory Auditors of the Company by theShareholders in their meeting held on 19th September 2018 for a period of 5years to hold office upto the conclusion of the 39th Annual General Meeting.Pursuant to section 139 of the Act requirement of the ratification of the appointment ofStatutory Auditors at every Annual General Meeting has been omitted and accordingly theratification of the appointment of M/s SS Kothari Mehta & Co. Chartered Accountantshas not been considered.

b) Secretarial Auditors

In terms of Section 204 of Companies Act 2013 and Rules madethereunder Dayal & Maur Company Secretaries were appointed as Secretarial Auditorsof the Company for the Financial Year 2018-19 and 2019-20.

C) Details of Internal Auditors

Pursuant to the provisions of Section 138 of the Companies Act 2013and rules made thereunder (including any amendment(s) modification(s) or reenactments)thereof for the time being in force) the Board of Directors of the Company onrecommendation of Audit Committee at their meeting have appointed M/s. Nangia & Co.LLP Chartered Accountants as Internal Auditors of the Company for the Financial Year20202021 to conduct Internal Audit of the Company

d) Details of Audit Qualification on Consolidated Financials byStatutory Auditor:

The Auditors' Report for the financial year ended 31st March2020 contain following qualification or reservation or adverse remark:

"We draw attention to Note 3 to the Consolidated financialresults wherein other income includes profit on sale affixed assets (property plant andequipment) amounting to H 3382.80 lakhs. The Punjab Government has terminated masterservice agreement with three Indian Subsidiaries (i.e. BLS E-Services Private Limited BLSE-Solutions Private Limited and BLS IT Services Private Limited) vide its letter datedJanuary 30 2018. As per the terms of contract these Companies have to transfer the fixedassets (hardware infrastructure) at the net block (Procurement price less depreciation asper provision of the Companies Act 2013) of the assets. The Companies have accordinglyhanded over the hardware infrastructure to the authority and transferred these at the netblock based on their understanding of the master service agreement by taking the life ofthese assets of 5 years and have accounted profit on such transfers. The companies havecommunicated the basis of arriving at the net block to the authority which is pendingfinal acceptance by them. "

Pending final acceptance by the authority we are unable to comment onrecognition and accounting of profit on sale of fixed assets.

Management View on Audit Qualification:

The Company has physically transferred the fixed assets to theGovernment of Punjab on termination of the contract. These have been invoiced to thePunjab Government at cost as defined in the contract less depreciation provided over theperiod of the contract. This has been explained to the Punjab Government and waiting fortheir final approval.

e) Details of observations on Secretarial Audit Report by SecretarialAudito:

The report of Secretarial Auditor has been enclosed in Form MR 3 asAnnexure - II. Secretarial Audit Report for the financial year ended 31st March 2020 doescontain following observations which are self-explanatory.

1. The Company has not filed the following forms required to besubmitted with the Registrar of Companies:

a. Form MGT-14 for the appointment of internal auditor M/s. Nangia& Co LLP which was approved by the board of directors at its meeting held on 6thAugust 2019.

b. Forms CHG-1 & MGT-14 with regard to availing facility of H2657965/- from Daimler Financial Services India Private Ltd to purchase vehicle whichwas approved by the Board of Directors at its meeting held on 27th May 2019.

2. The Company does not have power to borrow funds as the enablingclause in this respect is not incorporated in its Memorandum of Association.

Management Reply on Secretarial Auditors observations:

1. The Company has inadvertently oversight to file mentioned e-formswith the MCA. However the Company is in process to take necessary action for filing of theabovementioned forms with the MCA.

2. The Company is in process to altering its Memorandum of Associationby incorporating enabling clause of power to borrow funds in ensuing 36th Annual GeneralMeeting of the Company to be held on September 21 2020.

11. PARTICULARS OF LOANS GUARANTEE OR INVESTMENT UNDER SECTION 186

The details of Loan and Investments and guarantees covered under theprovisions of Section 186 of the Act are given in the Notes to the Financials Statementsforming part of Annual Report.

12. EXTRACT OF ANNUAL RETURN

In compliance of section 92(3) of the Companies Act 2013 ('the Act')and rule 12(1) of the Companies (Management and Administration) Rules 2014 extract ofAnnual Return in prescribed Form MGT-9 is Annexed as Annexure III which forms part ofthis Report. The same also available on the website of the Company athttps://www.blsinternational.com.

13. AWARD & RECOGNITION

• Received "Quality Excellence Award for the Best OperationalProcess in Visa Outsourcing" at the World Quality Congress & Awards in July 2019

• Mr. Shikhar Aggarwal - JMD BLS International was awarded with'Excellence in Business Leadership" at the 10th CMO Asia Awards for'Excellence in Marketing and Branding' at Pan Pacific Singapore in November 2019

• Received 'India's Most Trusted Visa Outsourcing ServicesCompany' for its excellence in visa process outsourcing

and allied services at India's Most Trusted Companies Award 2019 inAugust 2019

• Were awarded the 'Brand Excellence Award in the Visa OutsourcingService Sector' by ABP News for the company's excellence in visa process outsourcing andallied services in November 2019

• Digital Technology Award in Visa Outsourcing Service Sector atthe Business Leader Awards in February 2020

14. DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to section 134(5) of the Companies Act 2013 the Directors tothe best of their knowledge and ability hereby confirm that:

(a) in the preparation of the annual accounts for the financial yearended 31st March 2020 the applicable accounting standards had been followedalong with proper explanation relating to material departures;

(b) they have selected such accounting policies and applied themconsistently and made judgments and estimates that are reasonable and prudent so as togive a true and fair view of the state of affairs of the company at the end of thefinancial year and of the profit and loss of the company for that period;

(c) the directors have taken proper and sufficient care to the best oftheir knowledge and ability for the maintenance of adequate accounting records inaccordance with the provisions of the Act for safeguarding the assets of the Company andfor preventing and detecting fraud and other irregularities;

(d) they have prepared the Accounts for the financial year ended 31stMarch 2020 on a 'going concern basis';

(e) they have laid down internal financial controls to be followed bythe Company and such internal Financial Controls are adequate and were operatingeffectively.

(f) proper systems have been devised to ensure compliance with theprovisions of all applicable laws and that such systems were adequate and operatingeffectively.

15. DISCLOSURE ON COMPLIANCE WITH SECRETARIAL STANDARDS

The Institute of Company Secretaries of India a Statutory Body hasissued Secretarial Standards on various aspects of corporate law and practices. TheCompany has devised proper system to ensure compliance with the provisions of allapplicable Secretarial Standards issued by the Institute of Company Secretaries of Indiaand that such systems are adequate and operating effectively.

16. DIRECTORS AND KEY MANAGERIAL PERSON

i. Inductions Re-appointments Retirements & Resignations

During the year under review the change in Board composition occurreddue to retirement of Mr. Nikhil Gupta

from the post of Managing Director of the Company on 12thAugust 2019 upon expiration of term of appointment. Mr. Rakesh Amol was appointed asManaging Director of the Company w.e.f. 13th August 2019. Mr. Surinder SinghKohli resigned from the office of Independent Director of the Company on 2ndSeptember 2019. Mr. Rakesh Amol resigned from the office of Managing Director of theCompany on 31st January 2020 and Mr. Nikhil Gupta was appointed as ManagingDirector for a period of three years w.e.f. 1st February 2020. Mr. KaranAggarwal was re-appointed as Executive director for a period of three years w.e.f. June13 2020.

Further during the year there were changes in the Key ManagerialPerson (KMP) of the Company. The details are herein below:

1. Mr. S.K. Sharma resigned from the position of Chief FinancialOfficer of the Company on 09th April 2019. The Board appointed Mr. AmitSudhakar as the Chief Financial Officer (CFO) of the Company in the Board Meeting held on06th August 2019.

2. Ms. Archana Maini resigned from the position of Company Secretary ofthe Company on 31st March 2020.

ii. Declaration by Independent Directors

The Company has received Certificate of Independence (declaration) fromall Independent Directors that they meet the criteria of independence as laid down inSection 149(6) of the Companies Act 2013 and regulation 25 of SEBI LODR.

The Company keeps a policy of transparency and arm's length whiledealing with its Independent Directors.

iii. Familiarization Programme for the Board of Directors

The Company conducts induction programme for every new director toprovide them an opportunity to familiarize with the Company and its policies. The Companymakes presentations to the new directors including but not limited to the Company'sstrategy operations product and service offering market organization structurefinance human resources technology quality facilities risk management and insidertrading laws. The Company issues a formal letter of appointment to the IndependentDirectors outlining their role function duties and responsibilities the format ofwhich is available on the Company's website at https://www.blsinternational.com.

17. BOARD & COMMITTEE MEETINGS

a) Board Meetings:

The Board met 4 (Four) times during the financial year 2019-20. Thedetails of the Board Meetings and the attendance of the Directors thereat are given in theCorporate Governance Report appearing as a separate section in this Annual Report.

b) Committee Meetings:

During the year under review the Board has 5 (Five) Committees viz:Audit Committee Nomination &

Remuneration Committee Stakeholder Relationship Committee CorporateSocial Responsibility Committee (CSR) and Risk Management Committee. A detailed note ofthe Committee Meetings and the attendance of its members are given in the CorporateGovernance Report appearing as a separate section in the Annual Report.

18. PARTICULARS OF REMUNERATION OF DIRECTORS KEY MANAGERIAL PERSONNELAND EMPLOYEES

Pursuant to Section 197 (12) of the Companies Act 2013 read with Rule5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2015 itis necessary to disclose the ratio of remuneration of each director to the medianemployees' remuneration.

1. The ratio of the remuneration of each director to the medianremuneration of the employees 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 18
6 Mr. Shikhar Aggarwal Joint Managing Director 22
7 Mr. Karan Aggarwal Executive Director 11

2. The percentage increase in remuneration of each director ChiefFinancial Officer Chief Executive Officer Company Secretary or Manager if any in thefinancial year;

S.no. Name of Key Managerial Person Designation % increase in Remuneration
1 Mr. Shikhar Aggarwal Joint Managing Director 13.33% (From annual salary of H 6000000/- to H 6800000/- w.e.f. 1.4.2019)
2 Mr. Rakesh Amol (till 31.01.2020) Managing Director No change
3 Mr. Nikhil Gupta (w.e.f. 01.02.2020) Managing Director No change
4 Mr. Karan Aggarwal Executive Director No change
5 Ms. Archana Maini (till 31.03.2020) Company Secretary No change
6 Mr. S. K. Sharma (till 09.04.2019) CFO No change
7 Mr. Amit Sudhakar CFO No change

3. The median remuneration of the employees of the company during thefinancial year was H 26914 per month. The percentage increase in the median remunerationof employees in the financial year: The median remuneration of employees in previous yearand current year varied due to increase in permanent employees on the rolls of company inthe current year.

4. The numbers of permanent employees on the rolls of company were 224as on 31st March 2020.

5. It is hereby affirmed that the remuneration paid during FY 2020 isas per the remuneration policy of the company.

6. The Net Worth of the Company as on 31st March 2020 andprevious financial year are as follows:

Standalone

S.no. Particulars As on March 2020 As on March 2019 Variation %
1 Net Worth 4160.59 3379.50 781.09 23.11

Consolidated

(H In Lakhs)
S.no. Particulars As on March 2020 As on March 2019 Variation %
1 Net Worth 42845.83 37204.39 5641.44 15.16%

19. PERFORMANCE EVALUATION OF THE BOARD ITS COMMITTEES AND INDIVIDUALDIRECTORS

Pursuant to the provisions of the Companies Act 2013 and Regulation 17of the SEBI LODR the Board has carried out an annual performance evaluation of its ownperformance Board Committee and of individual Directors. The Board of Directors expressedtheir satisfaction with the evaluation process.

The Board of Directors also evaluated the functioning/ performance ofAudit Committee Stakeholders Relationship Committee Nomination & RemunerationCommittee CSR Committee Committee of Directors and expressed satisfaction with theirfunctioning/performance.

In a separate meeting of Independent Directors performance of Board asa whole performance of Committee(s) of the Board performance of the Chairmanperformance of Independent Directors and performance of Executive Directors was evaluatedthrough a structured questionnaire which was prepared after taking into considerationinputs received from the Directors.

20. MANAGEMENT OF RISK OF FRAUD CORRUPTION AND UNETHICAL BUSINESSPRACTICES

Whistle Blower Policy/Vigil Mechanism

In compliance with the requirement of the Companies Act 2013 and SEBILODR the Company has established Whistle Blower Policy / Vigil mechanism policy which hasbeen disseminated to all the Directors Officers Employees and they are free to raise toconcerns regarding any discrimination harassment victimization fraud or any otherunfair practice being adopted against them. The policy is made to ensure that complaintsare resolved quickly in an informal and conciliatory manner confidentiality is maintainedand both the complainant and the person against whom the complaint is made are protected.The same is placed on the website of the Company. (http://www.blsinternational.com).

21. RISK MANAGEMENT

The Company has a system in place for identification of elements ofrisk which are associated with the accomplishment of the objectives operationsdevelopment revenue and regulations and appropriate measures are taken whereverrequired to mitigate such risks beforehand. As per SEBI LODR constitution of RiskManagement Committee for enforcing Risk Management Policy is not applicable to theCompany but the Company has willingly formed a Risk Management Committee whose mandate isas below:

• Framing of Risk Management Plan and Policy.

• Overseeing implementation of Risk Management Plan and Policy.

• Monitoring of Risk Management Plan and Policy.

• Validating the procedure for Risk Minimization.

• Periodically reviewing and evaluating the Risk Management Policyand practices with respect to risk assessment and risk management processes

The major risks identified by the businesses and functions aresystematically addressed through mitigating actions on a continuous basis. The developmentand implementation of Risk Management Policy has been covered in Management Development& Analysis Report which forms part of Annual Report.

22. DISCLOSURE AS REQUIRED UNDER SECTION 22 OF SEXUAL HARASSMENT OFWOMEN AT WORKPLACE (PREVENTION PROHIBITION AND REDRESSAL) ACT 2013

BLS as an organization is committed to provide a safe and healthyenvironment to all the employees and thus does not tolerate any discrimination and/orharassment in any form. In order to comply with provisions of the Sexual Harassment ofWomen at Workplace (Prevention Prohibition and Redressal) Act 2013 and Rules framedthereunder the Company has formulated and implemented a policy on prevention prohibitionand redressal of complaints related to sexual harassment of women at the workplace. Thesame is placed on the website of the Company. (http:// www.blsinternational.com).

As per the provisions of sections 21 and 22 of the Sexual Harassment ofWomen at Workplace (Prevention Prohibition and Redressal) Act 2013 the report on thedetails of the number of cases filed under sexual harassment and their disposal is asunder:

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

Number of complaints filed during the year: NIL

Number of cases pending as on the end of the financial

year: NIL

The Company has also constituted an Internal Complaints Committee (ICC)in all the development centres of the Company across India to consider and resolve allsexual harassment complaints reported by women. The committee also includes externalmembers with relevant experience. Half of the total members of the ICC are women pursuantto the Sexual Harassment of Women at Workplace (Prevention Prohibition and Redressal)Act 2013.

23. NOMINATION AND REMUNERATION POLICY

In terms of provisions of the Section 178 of the Companies Act 2013and the Regulation 19 of the SEBI LODR as amended from time to time the Board ofDirectors has

framed a Nomination and Remuneration Policy which lays down a frameworkin relation to appointment and remuneration of Directors Key Managerial Personnel andSenior Management of the Company. The Policy broadly lays down the guiding principlesphilosophy and the basis for payment of remuneration to Executive and NonexecutiveDirectors (by way of sitting fees and commission) Key Managerial Personnel SeniorManagement and other employees. The policy also provides the criteria for determiningqualifications positive attributes and Independence of Director and criteria forappointment of Key Managerial Personnel / Senior Management and performance evaluationwhich are considered by the Nomination and Remuneration Committee and the Board ofDirectors while making selection of the candidate

The above policy has been placed on the website of the Company at(http://www.blsinternational.com).

24. DIVIDEND DISTRIBUTION POLICY

As required under Regulation 43A of SEBI LODR the Company hasformulated a Policy on Dividend Distribution. This Policy can be viewed on the Company'swebsite at https://www. blsinternational.com.

25. CORPORATE SOCIAL RESPONSIBILITY (CSR)

The Company has formulated the CSR policy in terms of provision ofsection 135(4) of the Companies Act 2013 read with Rule 6 of the Companies (CorporateSocial Responsibility Policy) Rules 2014 to undertake CSR activities as specified inSchedule VII of the Act.

During the year under review the Company has spent H 2400000/-(Rupees Twenty Four Lakhs only) on CSR activity. The CSR Policy has been placed on thewebsite of the Company at (http://www.blsinternational.com).

26. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

All Related Party Transactions that were entered during the F.Y. endedon March 31st 2020 were on Arm Lengths Basis and in Ordinary course of businessunder Section 188 of Companies Act 2013. As per the SEBI LODR all related partytransactions have been placed before the Audit Committee for their approval. Furtheromnibus approval of the Audit Committee has been obtained for the transactions which areof foreseen and repetitive nature.

The particulars of contracts or arrangement with related partiesreferred to in Section 188(1) of the Companies Act 2013 as prescribed in form AOC-2 ofthe rules prescribed under Chapter IX relating to Accounts of the Companies under theCompanies Act 2013 is appended as Annexure- IV.

The Related Party Transaction Policy has been placed on the website ofthe Company at (http://www.blsinternational.com)

27. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has designed a proper and adequate internal control systemto ensure adherence to Company's policies safeguarding of its assets prevention anddetection of frauds and errors and accuracy and completeness of accounting records.

The Statutory and Internal Auditors routinely conduct system check andaudit and give their report after evaluation of the efficacy and adequacy of internalcontrol system including controls with respects to the financial statements itscompliance with operating systems accounting procedures and policies in the Company.Based on the report of Internal Audit the departments undertake corrective action in theirrespective areas and thereby strengthen the controls. The significant audit observationsand corrective actions thereon are presented to the Audit Committee of the Board.

28. FIXED DEPOSITS:

During the year under review your Company has neither accepted norrenewed any deposits from the public within the meaning of Section 73 of the Act and theCompanies (Acceptance of Deposits) Rules 2014.

29. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGEEARNINGS AND OUTGO

The Company always endeavors to reduce energy consumption and achieveconservation of resources. However since your Company does not own any manufacturingfacility / production plants and is not engaged in the real estate activities therequirements pertaining to disclosure of particulars relating to Conservation of EnergyResearch & Development and Technology Absorption as prescribed under the Companies(Disclosure of particulars in the Report of Board of Directors) Rules 1988 are notapplicable.

The information regarding Foreign Exchange earnings and outgo duringthe year is as below:

S. no. Name Year ended March 31st 2020 (in Lakhs)
1. Foreign Exchange Earned 4604.62
2. Foreign Exchange Used 72.70

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OFTHE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TOWHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT:

The WHO declared novel coronavirus (COVID 19) outspread Pandemicresponding to which the various governments across the world including Govt. Of India hastaken serious

measures to contain the spread the Virus by imposing " NationwideLockdowns" which have been extended from time to time.

Impact of the Lockdown has majorly affected on the business ofInternational Travels and therefore our Visa Services operations have been severallyaffected since the last fortnight of March 2020. The Operations of Punjab Seva Kendra werealso disrupted due to imposition of Curfew by Punjab State Government.

The Company has realigned its various expenses of the Company byrationalising the Salary of employees and Rental Expenses to the minimum level byrenegotiating the rentals terms in order to mitigate the impact of Covid -19 on financialsof the Company

With the partial lifting of lockdown the company has started reopeningits offices in a phased manner with limited workforce following required social distancingnorms and various advisories/ guidelines released by various Governments. The Passport andConsular services are expected to restart from August 2020 onwards in selected countriesas per the directives of the respective Governments.

The Company expects the demand for its services to pick up though atmoderate pace once worldwide lockdown is lifted.

The Company has no other material changes and commitments affecting thefinancial position of the Company occurred between the end of the financial year to whichthis financial statements relate on the date of this report.

There has been no change in the nature of business of the Company.

30. DETAILS IN RESPECT OF FRAUD REPORTED BY AUDITORS:

Pursuant to provisions of Section 143 (12) of the Companies Act 2013there were no frauds reported by the Auditors of the Company during the year under reviewto the Audit Committee or the Board of Directors as such there is nothing to report underSection 134 (3) (ca) of the Companies Act 2013.

31. CORPORATE GOVERNANCE REPORT

In compliance with the provisions of Regulation 34 of the SEBI LODRread with Schedule V to the said Regulations the Corporate Governance Report of yourCompany along with a Certificate on Corporate Governance received from CS Dasvinder KaurCompany Secretary in Practice having their office at Off.No.84 First Floor Amrit PlazaComplex Surya Nagar Ghaziabad U.P.-201011 confirming compliance with the conditions ofcorporate governance is attached to Corporate Governance Report.

32. ACKNOWLEDGEMENT

Your Board acknowledges the support and co-operation received from allits stakeholders including our dear shareholders as well as regulatory authorities of theCentral Government and all State Governments in India as they endeavor to create anenabling environment for industry and commerce to prosper.

Your Company has been able to perform better with the continuousimprovement in all functions and areas which coupled with an efficient utilization of theCompany's resources led to sustainable and profitable growth of the Organization.

Your Directors wish to place on record their appreciation for thecontinuous assistance support and co-operation received from all the employeesstakeholders viz. financial institutions banks governments authorities shareholdersclients vendors customers and associates.

For and on behalf of the Board
BLS International Services Limited
Sd/- Sd/-
Nikhil Gupta Shikhar Aggarwal
Managing Director Joint Managing Director
DIN: 00195694 DIN: 06975729
Date: 29.07.2020
Place: New Delhi

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