BOARDS REPORT
Dear Members,
Your Directors take immense pleasure in presenting their Forty-Third (43rd) Annual Report together with the Audited Financial Statements of BLB Limited ("the Company") for the Financial Year 2023-24 ("Review Period").
1. FINANCIAL SUMMARY AND HIGHLIGHTS
The summarized Audited results of your Company for the Financial Year ended on 31.03.2024 with comparative for the previous financial year ended on 31.03.2023 are given in the table below:
(Rs. In Lakhs)
Financial Year ended
Notes:
(1) The above figures are extracted from the audited standalone financial statements of the Company.
(2) The amount shown in bracket () in the above table are negative in value
The turnover of your Company stood at Rs. 31,438.27 lakhs as against Rs. 21,879.26 lakhs in the previous financial year and profit after tax stood at Rs. 261.11 Lakhs as against Rs. 604.86 Lakhs in the previous financial year.
2. RESERVES AND SURPLUS
The Board of Directors of your Company has decided not to transfer any amount to Reserves for the Financial Year 2023-24.
3. DIVIDEND
The Board of Directors of your Company has decided that with a view of strengthening the capital base, it would be prudent not to recommend any dividend for the Financial Year 2023-24.
4. STATE OF COMPANY'S AFFAIRS
a) Segment Wise Position of Business- The main business of the Company is in trading and investment in Shares and Securities and is in Single Segment.
b) Change in Status of Company - There is no change in the status of your Company as the Company continues to be listed in National Stock Exchange of India Limited (NSE) and BSE Limited (BSE).
c) Key Business Developments- No key business developments took place during the year under review.
d) Change in the Financial Year - There has been no change in the financial year followed by Company. The Company follows financial year starting from 01st April and ending on 31st March.
e) Capital Expenditure Program- There have been no Capital Expenditure Program during the year under review and also not likely in the future.
f) Developments, Acquisition and assignment of material Intellectual Property Rights- There are no material developments, acquisitions and assignments of material Intellectual Property Rights that took place during the year under review.
g) Any other material event having an impact on the affairs of the Company-
During the year under review, Mr. Brij Rattan Bagri, the promoter of our Company ('Seller') has entered into a Share Sale and Purchase Agreement (SSPA) on 17th January, 2024 with M/s. Dream Achiever Consultancy Services Private Limited ('Acquirer') under which the Acquirer proposes to acquire 1,94,74,671 equity shares representing 36.84% of the paid-up share capital of the Company at INR 1/- each equity share amounting to total consideration of Rs. 43.82 Crores (approx.)
Pursuant to entering into such Share Sale and Purchase Agreement (SSPA), the Acquirer has triggered the requirement to make an open offer to the shareholders of the Company in terms of Regulation 3(1) and Regulation 4 of SEBI (SAST) Regulations, 2011. The Acquirer have announced an Open Offer for acquisition of upto 1,37,44,967 (One Crore Thirty-Seven Lakh Forty-Four Thousand Nine Hundred Sixty-Seven) Equity Shares of Face Value INR 1/- (Rupee One Only) Each Representing 26% of the Equity and Voting Shares Capital of the Company, at a Price of 22.60/- (Rupees Twenty-Two and Sixty Paisa Only) Per Fully Paid-Up Equity Shares of the Company.
However, the Company had received a letter from Sh. Brij Rattan Bagri on June 11, 2024 regarding the receipt of Termination Letter by him on his e-mail on 10th June, 2024 from the Acquirer w.r.t. the aforesaid SSPA dated 17th January, 2024.
Further, Sh. Brij Rattan Bagri, the Promoter of the Company, vide his letter dated 14th June, 2024 had informed the Company about termination of the aforesaid SSPA
Other than above, no material event took place during the FY 2023-24 having an impact on the affairs of the Company.
5. CHANGE IN NATURE OF BUSINESS
During the FY 2023-24, there were no changes in nature of business of the company. The main business of company continued to be trading and investment in Shares and Securities.
6. MATERIAL CHANGES AND COMMITMENT
Sh. Brij Rattan Bagri, the Promoter of the Company, vide his letter dated 11th June, 2024 and subsequently vide his letter dated 14th June, 2024 had informed the Company about termination of the SSPA executed earlier by him with M/s. Dream Achiever Consultancy Services Private Limited ('Acquirer') on 17th January 2024 for the proposed acquisition of 1,94,74,671 equity shares representing 36.84% of the paid-up share capital of the Company at I NR 1/- each.
Except the above, there have been no material changes and commitments affecting the financial position of the Company which have occurred between the end of financial year of the Company to which the Financial Statements relate and the date of this report.
7. DETAILS OF REVISION OF THE FINANCIAL STATEMENT OR REPORT
There has been no revision in the Financial Statements and Board report during the Financial Year under review.
8. SHARE CAPITAL
The Authorized Share Capital of your Company as on March 31, 2024 stood at Rs. 31,50,00,000/- comprising of 26,50,00,000 equity shares of Re. 1/- each amounting to Rs. 26,50,00,000/- and 5,00,000 preference shares of Rs. 100/- each amounting to Rs. 5,00,00,000/- and remained unchanged as compared to March 31, 2023.
The Issued, Subscribed and Paid-up Equity Share Capital of your Company as on March 31, 2024, stood at Rs. 5,28,65,258/-, comprising of 5,28,65,258 Equity shares of Re. 1/- each fully paid-up and remained unchanged as compared to March 31, 2023.
Further, no Capital reduction/ buyback/ change in voting rights have been undertaken during the FY 2023-24.
9. CHANGES IN SHARE CAPITAL AND DISCLSOURES
There was no change in the paid up Share Capital of the Company during the financial year 2023-24. Equity Shares or Other Convertible Securities:
The Company has not issued any equity shares or other convertible securities during the year under review.
Equity Shares with Differential Rights:
The Company has neither issued any equity shares with differential rights during the year under review nor are any such equity shares outstanding as on March 31, 2024.
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 Employee Stock Option Scheme to the employees during the year under review.
Voting Rights not directly exercised by Employees:
The Company has no Scheme in which voting rights are not directly exercised by Employees of Company. Further, no shares are held by trustee(s) for the benefit of employees.
Debentures, Bonds or other Non- convertible Securities:
The Company has not issued any Debentures, Bonds or other non- convertible securities during the FY 2023-24. Also Chapter XII of SEBI Master Circular SEBI/HO/DDHS/PoD1/P/CIR/2023/119 dated 10th August, 2021 amended as on 7th July, 2023 regarding Large Corporates (LC) is not applicable to the Company for the FY 2023-24.
Warrants:
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 under review.
Bonus Shares:
The Company has not issued any Bonus Shares during the year under review.
10. 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 dividends are required to be transferred by the Company to the Investor Education and Protection Fund (IEPF), established by the Government of India, after completion of seven years from declaration of Dividend.
Further, according to the rules, the shares on which the dividend has not been paid or claimed by the shareholders for seven consecutive years or more shall also be transferred to the demat account of the IEPF Authority.
During the FY 2023-24, there was no unclaimed and unpaid dividends which was required to be transferred to IEPF Authority. Detailed list of dividend amount and Shares already transferred to IEPF Authority is available on the website of the Company viz. "www.blblimited.com".
11. NODAL OFFICER
In accordance with the provisions of sub-rule (2A) of Rule 7 of Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, Mr. Nishant Garud, Company Secretary of the Company has been appointed as the Nodal Officer of the Company.
The details are available on the website of Company at www.blblimited.com.
12. DIRECTORS AND KEY MANAGERIAL PERSONNEL OF THE COMPANY
Inductions:-
During the year under review, Mr. Deepak Sharma had been appointed as Chief Financial Officer (KMP) w.e.f. 1st December, 2023.
No new appointments of Director or Key Managerial Personnel (KMP), except above, were made during the FY 2023-24.
Resignations:-
During the year under review, Mr. Deepak Shrivastava had resigned from the post of Chief Financial Officer (KMP) with effect from the closure of business hours on 30th November, 2023.
No Director or KMP, other than above, had resigned during the FY 2023-24.
Appointments/ Re-appointments:-
• Sh. Keshav Chand Jain (DIN: 00007539), Director who retired by rotation, was re-appointed as a Director of the Company liable to retire by rotation in the 42nd AGM of the company held on 26th September, 2023.
• Further, Sh. Brij Rattan Bagri (DIN: 00007441) Non- Executive Director of the Company retires by rotation at the forthcoming Annual General Meeting and being eligible, offers himself for reappointment.
The Board recommends the same for your approval.
13. 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 the criteria of independence as specified in Regulation 16 and 25 of the Listing Regulations and Section 149 (6) of the Companies Act, 2013 and the Rules made thereunder and the independent directors have integrity, expertise and experience (including the proficiency).
Further, all the Independent Directors of your Company have confirmed their registration/ renewal of registration, on Independent Directors' Databank
14. SEPARATE MEETING OF INDEPENDENT DIRECTORS
The Company has convened and held a separate meeting of Independent Directors on March 20, 2024.
15. FAMILIARIZATION PROGRAMMES
The Company has familiarized the Independent Directors with the Company, their roles, responsibilities in the Company, nature of industry in which the Company operates, business model of the Company, various businesses in the group etc. The details of the familiarization Program are available on the website of the Company at http://www.blblimited.com/miscellaneous.
16. CODE OF CONDUCT
Pursuant to Regulation 26(3) of the Listing Regulations, all the Directors and senior management personnel of the Company have affirmed compliance with the Code of Conduct of the Company.
17. DETAILS OF BOARD MEETINGS
During the FY 2023-24, 9 (nine) Board meetings were held, details of which along with attendance details of directors are given in the relevant paragraphs of Corporate Governance Report which forms part of this report.
18. COMMITTEES OF BOARD
The Composition of Committees, i.e. Audit Committee, Nomination and Remuneration Committee, Stakeholder Relationship Committee and Corporate Social Responsibility Committee, number of committee meetings, attendance of committee members and other terms of reference are given in the relevant paragraphs of Corporate Governance Report which forms part of this report.
Further, details of respective committee meetings held during the year along with the attendance details of members are given in the relevant paragraphs of Corporate Governance Report which forms part of this report.
19. RECOMMENDATIONS OF COMMITTEES
Your Board has accepted all the recommendation(s) made by the all the Committees during the FY 2023-24 and up to the date of this report.
20. COMPANY'S POLICY ON APPOINTMENT AND REMUNERATION
The Nomination and Remuneration Committee of your Company has framed a "Nomination, Remuneration and Evaluation Policy" on director's appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a director. The said policy has been approved by the Board of Directors of your Company.
The detailed "Nomination, Remuneration and Evaluation Policy" is enclosed as an Annexure -I.
21. EVALUATION OF BOARD PERFORMANCE
The Board has framed a performance evaluation policy which is displayed on the website of the company, viz. https://www.blblimited.com/pdf-investors/1651492791 NRC%20Policv.pdf. for evaluating its own performance, its committees and Individual Director including Independent Director.
Pursuant to the Section 134(3)(p) and Schedule IV of the Companies Act, 2013 read with Regulation 17 of the Listing Regulations, the Board of Directors have carried out an evaluation of Independent Directors, the directors individually, as well as the evaluation of the working of its Committees.
Based on the Performance Evaluation carried out by the Board of the Company, the performance of the Board and its Committees and Individual Directors of the Company was found satisfactory.
As per Schedule IV to the Companies Act, 2013 and Regulation 25 of the Listing Regulations, a separate meeting of Independent Directors was held on March 20, 2024, where Independent Directors, reviewed the performance of Non-Independent Directors, the Board as a whole, Chairman of the Company and found their performances to be satisfactory.
22. 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 Time Director of the Company was not in receipt of commission from the Holding Company or commission/ remuneration from its Subsidiary Companies.
23. DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to the requirement of Clause (c) of Sub-Section (3) of Section 134 of the Companies Act, 2013, your Directors confirm that:
a. in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;
b. the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that period;
c. the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets 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 the Company and that such internal financial controls are adequate and were operating effectively; and
f. the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.
24. INTERNAL FINANCIAL CONTROL SYSTEM AND THEIR ADEQUACY
The internal financial controls with reference to the Financial Statements are commensurate with the size and nature of business of the Company.
The internal control process and systems provide a reasonable assurance in respect of providing financial and operational information, complying with applicable statutes, safeguarding of assets of the Company and ensuring compliance with corporate policies. Procedures to ensure conformance with the policies, processes and standards have been put in place covering all activities.
The processes and financial activities are subjected to independent audits by internal auditors as well as statutory auditors. Implementations of recommendations from various audit reports are regularly monitored by the senior management.
25. REPORTING OF FRAUD AS PER SECTION 143(12)
For the FY 2023-24, no Fraud has been reported by Auditors of the Company in terms of Section 143(12) of the Companies Act, 2013.
26. SUBSIDIARY/JOINT VENTURE/ASSOCIATE COMPANY
During the Financial Year under review, there has been no subsidiary, joint venture or associate company of the Company.
27. PUBLIC DEPOSIT
During the FY 2023-24, your Company had not accepted any deposits from public and as such, no amount on account of principal or interest on deposits from public was outstanding as on the date of the balance sheet.
Further, the Company has taken loan from Sh. Brij Rattan Bagri, Director of the Company during the FY 2023-24, out of his own funds and the same is disclosed in Note No. 33 of Financial Statements.
28. LOANS, GUARANTEES AND INVESTMENTS
Particulars of Investments, as per the provision of Section 186 of the Companies Act, 2013 are provided in Note No. 5 of Financial Statements.
No Loan or Guarantee was given by the company during the FY 2023-24.
29. RELATED PARTY TRANSACTIONS
The Company has adopted a Related Party Transaction Policy which is also available on the website of the Company viz http://www.blblimited.com/pdf-investors/1651492878_PRT%20Policy.pdf. In the policy, the criteria for determining the material transactions has been defined according to which any contract 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 a financial year exceeds Rs. 1000 crores or 10% of the annual consolidated turnover of the Company as per the last audited financial statement of the Company whichever is lower.
During the FY 2023-24, all transactions entered into with related parties were approved by the Audit Committee including omnibus approval. As per the Listing Regulations, if any related party transaction exceeds Rs. 1,000 crore or 10% of the annual consolidated turnover as per the last audited financial statement whichever is lower, would be considered as material and require Members approval.
The contracts or arrangements with related parties referred to in sub-section were (1) of Section 188 read with Section 2(76) of the Companies Act, 2013 entered into by the Company were in the ordinary course of business and on arm's length basis.
The prescribed Form AOC-2 is enclosed and forms part of this Report as Annexure-II. Your directors draw attention of members to Note No. 33 to the financial statements which set out related party disclosures.
30. CORPORATE SOCIAL RESPONSIBILITY (CSR)
During the year, the provisions of Corporate Social Responsibility ("CSR") in terms of Section 135 of the Companies Act 2013 read with rules made thereunder were applicable on the Company.
The CSR Committee comprises of three directors including one independent director as detailed below:
1. Sh. Brij Ratan Bagri - Chairman, Non-Executive Director
2. Sh. Anshul Mehra - Member, Executive Director
3. Smt. Dhwani Jain - Member, Independent Director
The detailed composition and terms of reference of the committee can be referred in the Corporate Governance Report annexed to this Annual Report.
The Company had spent excess amount approx. Rs 21.23 Lacs during the previous financial year 202223 towards CSR Expenditure. During the financial year 2023-24, on recommendation of CSR Committee, the Board of Directors had approved to carry forward the excess amount to be set off from CSR Expenditure for the current financial year 2023-24. Accordingly, the CSR expenditure for the financial year 2023-24 was set off by carry forward of excess amount from the previous year
The Company complies with the provisions of section 135 of the Companies Act, 2013 and has framed and implemented a CSR policy, which is available on the website of the Company at http://www.blblimited.com/pdf-investors/1663390167 CSR%20Policy.pdf.
Further, the details of actual CSR spending/ carry forward of excess amount of the Company on various activities can be referred from the Annual Report on Corporate Social Responsibility Activities as is annexed to this Report as Annexure- III.
31. DETAILS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO
The disclosures to be made under sub-section (3) (m) of Section 134 of the Companies Act, 2013 read with Rule 8 (3) of the Companies (Accounts) Rules, 2014 by your Company are explained as under:
(A) Conservation of energy-
(C) Foreign Exchange Earnings and Outgo-
The total foreign exchange used and the total foreign exchange earned during the year as compared to the previous financial yearhas been provided hereunder:
32. RISK MANAGEMENT POLICY
a. Development: In terms of the requirement of the Companies Act, 2013 and the Listing Regulations, the Company has developed and implemented the Risk Management Policy and the Audit Committee of the Company reviews the same periodically.
b. Implementation: The Company recognizes that risk is an integral and unavoidable component of business and hence is committed to managing the risk in a proactive and effective manner. The Risk Management Policy approved by the Board has been effectively implemented. The Company's Management systems, organizational structures, processes, standards, code of conduct and behaviors together form the Risk Management System of the Company and are managed accordingly. In the opinion of Board, none of the risks which have been identified may threaten the existence of the Company.
c. Identification of Key Risks which may Threaten the Existence of the Company and Risk Mitigation: The common risks faced by the Company include Market Risk, Technology risk, Operational Risk, Reputation Risk, Financial and Accounting Risk, Regulatory and Compliance Risk, Human Resource Risk and Business Continuity Risk. Your Company has well defined processes and systems to identify, assess & mitigate the key risks. A platform for exception reporting of violations is in place which is reviewed regularly and remedial measures are being undertaken immediately. The risk management process consists of risk identification, risk assessment, risk prioritization, risk treatment or mitigation, risk monitoring and documenting the new risks. Various risk management policies as prescribed by SEBI/ Exchanges are followed by the Company.
33. VIGIL MECHANISM
Your Company has established a Vigil Mechanism (Whistle Blower Policy) as per the requirements of Section 177(9) & (10) of the Companies Act, 2013 and Regulation 22 of the Listing Regulations. The vigil mechanism is a channel through which the Directors and Employees of the Company have a secure mechanism to report genuine concerns including any unethical behavior, actual or suspected frauds taking place in the Company for appropriate action 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 the Board.
The vigil mechanism (Whistle Blower Policy) may be accessed on the Company's website https://www.blblimited.com/pdf-investors/1577344056 Vigil%20Mechanism%20policy.pdf
34. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS
No significant or material orders were passed by the regulators or courts or tribunals impacting the going concern status and the Company's operations in future.
35. STATUTORY AUDITORS, THEIR REPORT AND NOTES TO FINANCIAL STATEMENTS
M/s. VSD & Associates, Chartered Accountants (FRN: 008726N), New Delhi, are the Statutory Auditors of the Company appointed for a term of 5 (five) consecutive years from 41st Annual General Meeting till the conclusion of 46th Annual General Meeting of the Company.
M/s. VSD & Associates, Chartered Accountants, vide their letter dated August 14, 2024, have resigned from the position of Statutory Auditors of the Company due their other professional assignments and pre occupation, resulting into a casual vacancy in the office of Statutory Auditors of the Company as envisaged by section 139(8) of the Companies Act, 2013.
The Board of Directors at its meeting held on August 30, 2024, as per the recommendation of the Audit Committee, and pursuant to the provisions of Section 139(8) of the Companies Act 2013, appointed M/s. Ram Rattan & Associates, Chartered Accountants, (FRN: 004472N), to hold office as the Statutory Auditors of the Company till the conclusion of 43rd AGM and to fill the casual vacancy caused by the resignation of M/s. VSD & Associates, Chartered Accountants, subject to the approval of the members in the forthcoming general meeting of the Company.
Further, on the recommendation of the Audit Committee, the Board of Directors had also recommended to the members, the appointment of M/s. Ram Rattan & Associates, Chartered Accountants (FRN: 004472N) as the Statutory Auditors of the Company for a term of 5 (five) consecutive years from the conclusion of ensuing 43rd AGM until the conclusion of the 48th AGM of the Company.
The report of the Statutory Auditors along with Notes on Financial Statements for the year ended March 31, 2024 is enclosed with the Annual Report. The Statutory Auditors of the Company have not reported any fraud to the Audit Committee or to the Board of Directors under Section 143(12) of the Companies Act, 2013 read with Rule 13 of the Companies (Audit and Auditors) Rules, 2014.
There is no qualification, reservation, adverse remarks or disclaimer in the Auditors' Report on Financial Statements.
36. SECRETARIAL AUDITOR AND THEIR REPORT
In terms of Section 204 of the Companies Act, 2013 and Rules made there under, Company had appointed M/s. Chandrasekaran Associates, Practicing Company Secretaries, to conduct the Secretarial Audit of the Company for the financial year 2023-24.
The report of the Secretarial Auditors for the financial year 2023-24 is enclosed as Annexure-IV to this report. There are no qualification, observations, disclaimer, adverse remark or other remarks in the Secretarial Auditors' Report except as mentioned below:
1. The Company has filed an e-Form MGT-14 with the Registrar of Companies with additional fees.
There was an inadvertent procedural delay in filing of e-form MGT-14 with the Registrar of Companies. Hence, the said form was filed with an additional fee. All other ROC forms, except above were filed within prescribed timelines.
2. The Company is in process of updating its website in terms of the advisory issued by National Stock Exchange Limited and Bombay Stock Exchange Limited under Regulation 46 and 62 of SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015.
The Company has maintained the website and all the disclosures are made therein. However, the Company is in process of updating its website in terms of the advisory issued by National Stock Exchange Limited and BSE Limited. All the relevant disclosures and information are available on the Company's website pursuant to the applicable provisions of SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015.
3. The Company has submitted the proceedings of the 42nd Annual General meeting (AGM) to the Stock Exchanges after the prescribed time from the conclusion of the said General Meeting and the same were submitted within 24 hours from the conclusion of General Meeting.
The Company had submitted a Clarification letter to the BSE Limited. Due to process of compiling of various data, the Company was unable to make the disclosure within 12 hours and the same was made within 24 hours of conclusion of AGM.
4. Basis the advisory given in the previous financial year's Secretarial Audit Report w.r.t. strengthening the process for Structured Digital Database maintained under SEBI (Prohibition of Insider Trading) Regulations, 2015, the Company has not captured a UPSI event in the said database.
During the period under review, the Company had made all the entries w.r.t. sharing of UPSI in the Structural Digital Database (SDD) within the prescribed time lines. However, the Company has not captured a UPSI event in the said database as the said UPSI upon receipt, was immediately made public by uploading the same on website of Stock Exchanges.
5. The Company has not reported the two Related Party Transactions in half yearly reporting for the period ended September, 2023 w.r.t. sale of immovable properties to the related party. However, as confirmed by the management, the same would be submitted in the half yearly reporting of Related Party Transactions for March, 2024.
The Company had reported and filed these two Related Party Transactions in the RPT Report for the half year ended March 31, 2024
37. INTERNAL AUDITOR AND THEIR REPORTS
M/s. Sarat Jain & Associates, Chartered Accountants, (FRN: 014793C) are the Internal Auditors of the Company and they had conducted the half yearly Internal Audit during the year ended March 31, 2024.
The periodic reports of the said internal auditors are regularly placed before the Audit Committee along with the comments of the management on the action taken to correct any observed deficiencies on the working of the various departments.
38. COMPLIANCES OF SECRETARIAL STANDARDS
The Company has complied Secretarial Standards issued by the Institute of Company Secretaries of India and notified by the Ministry of Corporate Affairs during the FY 2023-24.
39. ANNUAL RETURN
Pursuant to the requirement under Section 92(3) of the Companies Act, 2013, copy of the annual return can be accessed on our website www.blblimited.com at the link https://www.blblimited.com/annual- return.
40. PARTICULARS OF EMPLOYEES
The information as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) & (2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company forms part of this report as an Annexure-V & VI.
41. CORPORATE GOVERNANCE REPORT & MANAGEMENT DISCUSSION AND ANALYSIS REPORT
As required by the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter referred as Listing Regulations), a separate report on Corporate Governance is appended along with the Compliance Certificate from M/s. Chandrasekaran Associates, Practicing Company Secretaries, which forms part of this report as an Annexure-VII.
The Management Discussion and Analysis Report for the FY 2023-24, as stipulated under the Listing Regulations is presented in a separate section, which forms part of this report as an Annexure- VIII.
42. COST RECORDS
During the FY 2023-24, the Company is engaged in trading business in Shares, Securities and Commodities and it was exempted from maintenance of Cost records as specified by Central Government under Section 148(1) of the Act.
43. 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 from discrimination, intimidation, abuse and harassment including sexual harassment. It is also believed that, it's the responsibility of the organization to protect the integrity and dignity of its woman employees. The Company has "Prevention of Sexual Harassment Policy" in line with the requirements of The Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013.
Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy. As per the policy, any woman employee may report her complaint to ICC which is formed for this purpose.
The following is a summary of sexual harassment complaints received and disposed off during the FY 2023-24:
44. CODE OF CONDUCT FOR PREVENTION OF INSIDER TRADING IN COMPANY'S SECURITIES
Your Company has formulated Code of Conduct for Prevention of Insider Trading in Company's Securities ("Code") in accordance with SEBI (Prohibition of Insider Trading) Regulations, 2015. The objective of this Code is to protect the interest of Shareholders at large, to prevent misuse of any price sensitive information and to prevent any insider trading activity by dealing in shares of the Company by its Designated Persons. Sh. Nishant Garud, Company Secretary and Compliance Officer of the Company is authorized to act as Compliance Officer under the Code.
45. CONSOLIDATED FINANCIAL STATEMENTS
In accordance with Section 129(3) of the Companies Act, 2013, the company is not required to prepare Consolidated Financial Statements for the FY 2023-24 as the company has no subsidiaries or associate company as on date.
46. HUMAN RESOURCES MANAGEMENT
Your Company treats its "human resources" as one of its most important assets. Your Company continuously invests in attraction, retention and development of talent on an ongoing basis.
47. ONE TIME SETTLEMENT
During the FY 2023-24, the company has not entered into any one time settlement with Banks or Financial Institutions during the year, therefore, there was no reportable instance of difference in amount of the valuation.
48. DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016
During the FY 2023-24, no application was made by the company and accordingly, no proceeding is pending under the Insolvency and Bankruptcy Code, 2016.
49. ACKNOWLEDGEMENT
Your Directors place on record their appreciation for employees at all levels, who have contributed to the growth and performance of your Company.
Your Directors also thank the vendors, bankers, shareholders and advisers of the Company for their continued support.
Your Directors also thank Regulators, Stock Exchanges and other Statutory Authorities for their continued support.