Dear Shareholders,
Your Directors take immense pleasure in presenting their Forty-Second (42nd)
Annual Report together with the Audited Financial Statement of Accounts of
BLB Limited ("the Company")for the Financial Year 2022-23("Review
Period").
1. FINANCIAL SUMMARY AND HIGHLIGHTS
The summarized Audited results of your Company for the Financial Year
("FY") 2022-23 ended on 31.03.2023 with comparative for the previous financial
year 2021-22 ended on 31.03.2022 are given in the table below:
(Rs. In Lakhs)
Particulars |
Financial Year
ended |
| March 31, 2023 |
March 31, 2022 |
Revenue from Operations |
21,879.26 |
35,472.99 |
Other income |
7.26 |
52.74 |
Expenses |
(21,051.67) |
(34,262.88) |
Profit/ (loss) before
Depreciation, Finance Costs, Exceptional items and Tax Expense |
834.85 |
1,262.85 |
Less:
Depreciation/Amortization/ Impairment |
(26.02) |
(27.63) |
Profit /(loss) before
Finance Costs, exceptional items and Tax Expense |
808.83 |
1,235.22 |
Less: Finance Costs |
(86.01) |
(104.37) |
Profit /(loss) before
Exceptional items and Tax Expense |
722.82 |
1,130.85 |
Add/ Less: Exceptional items |
75.67 |
0.00 |
Profit /(loss)before Tax
Expense |
798.49 |
1,130.85 |
Less: Tax Expense (Current &
Deferred) |
(193.63) |
(189.24) |
Profit /(loss)for the year |
604.86 |
941.61 |
Other Comprehensive
income/(loss) |
1.85 |
3.58 |
Total Comprehensive
income/(loss) |
606.71 |
945.19 |
Basic Earnings Per Share(in
Rs.) |
1.14 |
1.78 |
Diluted Earnings Per Share(in
Rs.) |
1.14 |
1.78 |
Notes:
(!) 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
Your Company recorded a performance with turnover of Rs. 21,879.26
lakhs as against Rs. 37,472.99 Lakhs in previous year and profit after tax stood at Rs.
604.86 Lakhs as against Rs. 941.61 Lakhs in previous 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 2022-23.
ANNUAL REPORT 2022-2023
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 2022-23.
A. 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- No material event took place during the year under review having an impact on
the affairs of the Company.
5. CHANGE IN NATURE OF BUSINESS
During the year under review, there were no changes in nature of
business of the company. The main business of company continued to trading and investment
in Shares and Securities.
6. MATERIAL CHANGES AND COMMITMENT
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 OFTHE FINANCIAL STATEMENT OR REPORT
There have 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, 2023 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 31,2022.
The Issued, Subscribed and Paid-up Equity Share Capital of your Company
as on March 31, 2023, 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 31,2022.
Further, no Capital reduction/buyback/change in voting rights have been
undertaken during the review period.
9. CHANGES IN SHARE CAPITAL AND DISCLSOURES
There was no change in the paid up Share Capital of the Company during
the financial year 2022-23.
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
31,2023.
Sweat Equity Shares:
The Company has not issued any Sweat Equity Shares during the year
under review.
Employee Stock Options:
The Company has not provided any Stock Option Scheme to the employees
during the 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 year under review. Also, SEBI Circular dated 26th
November, 2018 regarding Large Corporate (LC) is not applicable to the Company for the
Financial Year ended on 31st March, 2023.
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 year, 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 MANAGERIALPERSONNELOFTHECOMPANY
Inductions:-
No new appointments of Director or Key Managerial Personnel (KMP)were
made during the FY 2022-23. Resignations:-
No Director or KMP had resigned during the FY 2022-23.
Appointments/ Re-appointments:-
¦ Sh. Bry Rattan Bagri (DIN: 00007441) was re-appointed as a
Director of the Company liable to retire by rotation.
¦ Sh. Deepak Shrivastava was re-appointed as a Chief Financial
Officer of the Company w.e.f. 13th August, 2022.
Further, Sh. Keshav Chand Jain (DIN: 00007539) Non- Executive Director
of the Company retires by rotation at the forthcoming Annual General Meeting and being
eligible, offers himself for re-appointment. 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' Data bank
14. SEPARATE MEETING OF INDEPENDENT DIRECTORS
The Company has convened and held a separate meeting of Independent
Directors on February 10,2023.
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 www.blblimited.com.
16. CODE OF CONDUCT
Pursuant to Regulation 26(3) of the Listing Regulations, all the
Directors of the Company have affirmed compliance with the Code of Conduct of the Company.
17. DETAILS OF BOARD MEETINGS
During the year under review, 6 (Six) 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 OFCOMMITTEES
Your Board has accepted all the recommendation(s)made by the all the
Committees during the year 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. www.blblimited.com, for evaluating its own performance
of Executive Director, Non-executive Directors including Independent Directors and
Committees of Company.
Pursuant to the Section 13A(3Xp)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 February 10,
2023, 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 Financial Year 2022-23, no Fraud has been reported by Auditors of
the Company in terms of Section 143(12) of the Companies Act, 2013.
26. SUBSIDIARY/JOINTVENTURE/ASSOCIATECOMPANY
During the Financial Year under consideration there has been no
subsidiary, joint venture or associate company of the Company.
27. PUBLIC DEPOSIT
During the year under review, 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 financial year 2022-23 and the same is disclosed in
Note No. 34 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 Guarantee was given by the company during the year under review.
29. RELATED PARTY TRANSACTIONS
The Company has adopted a Related Party Transaction Policy which is
also available on the website of the Company viz "www.blblimited.com".
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 10% of the annual consolidated
turnover of the Company as per the last audited financial statement of the Company.
During the year under review, 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.
During the year under review, the Company had taken necessary Members
approval in terms of Section 188 of the Companies Act, 2013 read with Rule 15 of Companies
(Meetings of Board and its Powers) Rules, 2014 including any statutory re-enactment or
amendment thereon. The said transactions as approved by the members were not material in
terms of Listing Regulations.
The contracts or arrangements with related parties referred to in
sub-section (1) of Section 188 read with Section 2(76) of the Companies Act, 2013 entered
into by the Company are 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-ll. Your directors draw attention of members to Note No. 34 to
the financial statements which set out related party disclosures.
The Policy on the Related Party Transactions is available on the
website of the Company at www.blblimited.com.
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
there under were applicable on the Company.
During the year the Board of Directors of the Company had constituted
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 CSR committee of the Company 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 was required to contribute Rs. 3.77 Lakhs towards the CSR
and the Company has incurred a CSR expenditure of Rs. 25.00 Lakhs.
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 www.blblimited.com.
Further, the details of actual CSR spending 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 asunder:
(A)Conservation of energy- |
(i) the steps taken or impact
on conservation of energy |
The Company is a
stock broking Company and requires normal consumption of electricity. The Company takes
all necessary steps to reduce the consumption of energy. Your Company is not an industry
as listed in Schedule to Rule 2 of the Companies(Disclosure of Particulars in the Report
of Board of Directors)Rule, 1988. |
(ii) the steps taken by the
company for utilizing alternate sources of energy |
(iii) the capital investment on
energy conservation equipment |
(B)Technology absorption- |
(i) the efforts made towards
technology absorption |
The Company is
engaged in the Stock Broking Business and accordingly does not absorb any Technology. |
(ii) the benefits derived like
product improvement, cost reduction, product development or import substitution |
(iii) in case of imported
technology (imported during the last three years reckoned from the beginning of the
financial year)-
(a) the details of technology imported;
(b) the year of import;
(c) whether the technology been fully absorbed;
(d) if not fully absorbed, areas where absorption has not taken place, and
the reasons thereof; and |
(iv) the expenditure incurred
on Research and Development |
No expenditure was incurred
on Research and Development. |
(C ) Foreign Exchange
Earnings and Outgo- |
|
|
The total foreign exchange
used and the total foreign exchange earned during the year as compared to the previous
financial year has been provided hereunder: |
Foreign Exchange Earnings
& Outgo |
Current Year (2022-23) |
Previous Year (2021-22) |
Inflow |
Nil |
Nil |
Outflow |
Nil |
Nil |
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 prioritisation, 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 www.blblimited.com.
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 R. K. Ahuja & Co. Chartered Accountants had tendered their
resignation as the Statutory Auditors of the Company w.e.f. closure of business hours of
August 11,2022.
On the recommendation of Audit Committee, the Board of Directors in its
meeting held on August 11, 2022 has recommended to the members, the appointment of M/s.
VSD & Associates, Chartered Accountants (Firm Registration Number- 008726N and Peer
review Certificate No. 013012), New Delhi, as the Statutory Auditors of the Company for a
term of 5 (five) consecutive years from 41st Annual General Meeting till the
conclusion of 46th Annual General Meeting of the Company.
Accordingly, members had approved their appointment as the Statutory
Auditors of the Company by passing an ordinary resolution under Section 139 of the
Companies Act, 2013.
The report of the Statutory Auditors along with Notes on Financial
Statements for the year ended March 31, 2023 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 ANDTHEIR REPORT
In terms of Section 204 of the Companies Act, 2013 and Rules made there
under, Company had appointed M/s. Chandra sekaran Associates, Practicing Company
Secretaries, to conduct the Secretarial Audit of the Company for the financial year
2022-23.
The report of the Secretarial Auditors for the financial year 2022-23
is enclosed as Annexure-IV to this report. The report is self-explanatory and do
not call for any further comments. There are no qualification, observations, disclaimer,
adverse remark or other remarks in the Secretarial Auditors' Report except as mentioned
below:
"The Company is required to strengthen its process w.r.t
Structured digital database in a manner specified under Regulation3(5)of SEBI(Prohibition
of Insider Trading Regulations), 2015".
The Company is maintaining the Structural Digital Database (SDD) in the
manner specified under Regulation 3(5) of SEBI (Prohibition of Insider Trading)
Regulations, 2015. The Board had taken note of the comment of the Secretarial Auditor and
will strengthen its process w.r.t. SDD in due course of time.
37. INTERNAL AUDITOR ANDTHEIR REPORTS
On recommendation of Nomination and Remuneration Committee, the Board
of Directors in their meeting held on May 30, 2023 had approved the appointment of M/s.
Sarat Jain & Associates., Chartered Accountants, (FRN: 014793C)as Internal Auditors of
the Company and they had conducted the Internal Audit for the second half year ended March
31,2023.
M/s. Ram Rattan & Associates, Chartered Accountants had conducted
the internal audit for the first half year ended September 30, 2022 and had tendered their
resignation as Internal Auditors of the Company w.e.f. closure of business hours of May
29,2023.
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 OFSECRETARIALSTANDARDS
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 year under review.
39. EXTRACT OF 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 http://www.blblimited.com/service.phpRs.data_id=4&data_title=Annual%20Return.
AO. 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 year under
review, as stipulated under the Listing Regulations with the Stock Exchanges in India is
presented in a separate section, which forms part of this report as an Annexure-VIII.
42. COST RECORDS
During the year ended March 31, 2023, 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 endeavours 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 year 2022-23:
Number of complaints pending as on the beginning of the financial year
: Nil
Number of complaints filed during the financial year : Nil
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 financial
year 2022-23 as the company has no subsidiaries 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. ONETIMESETTLEMENT
During the year under review, 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 period under review, 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 clients, 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.
For and on behalf of the Board of Directors of
BLB Limited
Place: New Delhi Date : August 9, 2023
Brij Rattan Bagri Chairman DIN: 00007441
ANNEXURE-I
NOMINATION, REMUNERATION & EVALUATION POLICY
(Effective from 1st January, 2022)
[Modified & Approved by the Board of Directors in its meeting held
on 30th December, 2021]
The Nomination, Remuneration & Evaluation Policy is amended
hereunder as per the provisions of Section 178(A) of the Companies Act, 2013 read with
Regulation 19(A) read with Part'D' of Schedule II of the Securities and Exchange Board of
India (Listing Obligations and Disclosure Requirements) Regulations, 2015. This Policy is
also available on the website of the Company viz, www.blblimited.com. "The
amended policy shall be applicable on the Company w.e.f. 01st January, 2022.
I. INTRODUCTION
This Nomination, Remuneration and Evaluation Policy (the
"Policy") applies to the Board of Directors (the "Board"),
Key Managerial Personnel (the"KMP")and the Senior Management
Personnel of BLB Limited (the" Company").
"Key Managerial Personnel"(KMP), in relation to Company
means-
(i) the Chief Executive Officer or the Managing Director or the
Manager;
(ii) the Company secretary;
(iii) the Whole-Time Director;
(iv) the Chief Financial Officer; and
(v) such other officer as may be prescribed by Central Government from
time to time;
(vi) "senior management" shall mean officers/ personnel of
the listed entity who are members of its core management team excluding board of directors
and normally this shall comprise all members of management one level below the Chief
Executive Officer/ Managing Director/ Whole-time Director/ Manager (including Chief
Executive Officer/ Manager, in case they are not part of the board) and shall specifically
include Company Secretary and Chief Financial Officer.
This Policy is in compliance with Section 178 of the Companies Act,
2013 read along with the applicable rules thereto and Regulation 19(A) of the Securities
and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations,
2015.
II. PURPOSE
The primary objective of the Policy is to provide a framework and set
standards for the nomination, remuneration and evaluation of the Directors, Key Managerial
Personnel and officials comprising the senior management. The Company aims to achieve a
balance of merit, experience and skills amongst its Directors, Key Managerial Personnel
and Senior Management.
III. ACCOUNTABILITIES
The Board is ultimately responsible for the appointment of Directors
and Key Managerial Personnel.
The Board has delegated responsibility for assessing and selecting the
candidates for the role of Directors, Key Managerial Personnel and the Senior Management
of the Company to the Nomination and Remuneration Committee, which makes recommendations,
& nominations to the Board.
IV. COMPOSITION OF THE COMMITTEE
The Nomination and Remuneration Committee comprises of the following:
a) The Committee shall consist of a minimum 3 Non-Executive Directors,
at least two-thirds of the Directors shall be Independent Directors.
b) Majority of members shall constitute a quorum for the Committee
Meeting.
c) Membership of the Committee shall be disclosed in the Annual Report.
d) Term of the Committee shall be continued unless terminated by the
Board of Directors.
V. CHAIRMAN OF THE COMMITTEE
a) Chairman of the Committee shall be an Independent Director.
b) In the absence of the Chairman, the members of the Committee present
at the meeting shall choose one amongst them to act as Chairman.
c) Chairman of the Nomination and Remuneration Committee meeting could
be present at the Annual General Meeting or may nominate some other member to answer the
shareholders' queries.
VI. ROLE OF NOMINATION AND REMUNERATION COMMITTEE
The Nomination and Remuneration Committee (NRC) is responsible for:
(1) formulation of the criteria for determining qualifications,
positive attributes and independence of a director and recommend to the board of directors
a policy relating to, the remuneration of the directors, key managerial personnel and
other employees;
(1A) For every appointment of an independent director, the NRC shall
evaluate the balance of skills, knowledge and experience on the Board and on the basis of
such evaluation, prepare a description of the role and capabilities required of an
independent director. The person recommended to the Board for appointment as an
independent director shall have the capabilities identified in such description. For the
purpose of identifying suitable candidates, the Committee may:
a. use the services of an external agencies, if required;
b. consider candidates from a wide range of backgrounds, having due
regard to diversity; and
c. consider the time commitments of the candidates
(2) formulation of criteria for evaluation of performance of
independent directors and the board of directors;
(3) devising a policy on diversity of board of directors;
(A) identifying persons who are qualified to become directors and who
may be appointed in senior management in accordance with the criteria laid down, and
recommend to the board of directors their appointment and removal.
(5) whether to extend or continue the term of appointment of the
independent director, on the basis of the report of performance evaluation of independent
directors.
(6) recommend to the board, all remuneration, in whatever form, payable
to senior management.
VII. COMMITTEE MEMBERS' INTERESTS
a) A member of the Committee is not entitled to be present when his or
her own remuneration is discussed at a meeting or when his or her performance is being
evaluated.
b) The Committee may invite such executives, as it considers
appropriate, to be present at the meetings of the Committee.
VIII. VOTING
a) Matters arising for determination at Committee meetings shall be
decided by a majority of votes of Members present and voting and any such decision shall
for all purposes be deemed a decision of the Committee.
b) In the case of equality of votes, the Chairman of the meeting will
have a casting vote.
IX. APPOINTMENT OF DIRECTORS/ KMP's AND SENIOR OFFICIALS
? Enhancing the competencies of the Board and attracting as well as
retaining talented employees for role of
KMP/ a level below KMP are the basis for the Nomination and
Remuneration Committee to select a candidate
for appointment to the Board. When recommending a candidate for
appointment, the Nomination and
Remuneration Committee has regard to:
• Assessing the appointee against a range of criteria which
includes but not be limited to qualifications, skills, industry experience, background and
other qualities required to operate successfully in the position, with due regard for the
benefits from diversifying the Board;
• The skills and experience that the appointee brings to the role
of KMP/ Senior Official and how an appointee will enhance the skill sets and experience of
the Board as a whole;
• The nature of existing positions held by the appointee including
directorships or other relationships and the impact they may have on the appointee's
ability to exercise independent judgment;
? Personal specifications:
- Degree holder in relevant disciplines;
- Experience of management in a diverse organization;
- Commitment to high standards of ethics, personal integrity and
probity;
- Commitment to the promotion of healthy practices and health &
safety in the workplace;
X. LETTER OF APPOINTMENT
Each Director/KMP and Senior Officials required to sign the letter of
appointment with the Company containing the terms of appointment and the role assigned in
the Company.
XI. REMUNERATION OF DIRECTORS. KEY MANAGERIAL PERSONNEL AND SENIOR
MANAGEMENT
The guiding principle is that the level and com position of
remuneration shall be reasonable and sufficient to attract, retain and motivate Directors,
Key Management Personnel and other senior officials. The Directors, Key Management
Personnel and other senior official's salary shall be based & determined on the
individual person's responsibilities and performance and in accordance with the limits as
prescribed statutorily, if any.
The Nomination & Remuneration Committee determines individual
remuneration packages for Directors, KMP's and Senior Officials of the Company taking into
account factors it deems relevant, including but not limited to market, business
performance and practices in comparable companies, having due regard to financial and
commercial health of the Company as well as prevailing laws and government / other
guidelines. The Committee consults with the Chairman of the Board as it deems appropriate.
Remuneration of the Chairman is recommended by the Committee to the Board of the Company.
(i) Remuneration:
a) Base Compensation (fixed salaries)
Must be competitive and reflective of the individual's role,
responsibility and experience in relation to performance of day-to-day activities, usually
reviewed on an annual basis; (includes salary, allowances and other
statutory/non-statutory benefits which are normal part of remuneration package in line
with market practices).
b) Variable salary:
The Nomination & Remuneration Committee may in its discretion
structure any portion of remuneration to link rewards to corporate and individual
performance, fulfillment of specified improvement targets or the attainment of certain
financial or other objectives set by the Board. The amount payable is determined by the
Committee, based on performance against pre-determined financial and non financial
metrics.
(ii) Statutory Requirements:
? Section 197(5) provides for remuneration by way of a fee to a
director for attending meetings of the Board of Directors and Committee meetings or for
any other purpose as may be decided by the Board.
? Section 197(1) of the Companies Act, 2013 provides for the total
managerial remuneration payable by the Company to its directors, including managing
director and whole time director, and its manager in respect of any financial year shall
not exceed eleven percent of the net profits of the Company computed in the manner laid
down in Section 198 in the manner as prescribed under the Act and in case of inadequacy of
profits the total managerial remuneration is payable as per Schedule V of the Companies
Act, 2013.
? The Company with the approval of the Shareholders and Central
Government may authorize the payment of remuneration exceeding eleven percent of the net
profits of the Company, subject to the provisions of Schedule V.
? The Company may with the approval of the shareholders authorize the
payment of remuneration up to five percent of the net profits of the Company to its any
one Managing Director/ Whole Time Director/ Manager and ten percent in case of more than
one such official.
? The Company may pay remuneration to its directors, other than
Managing Director and Whole Time Director up to one percent of the net profits of the
Company, if there is a managing director or whole time director or manager and three
percent of the net profits in any other case.
? The net profits for the purpose of the above remuneration shall be
computed in the manner referred to in Section 198 of the Companies Act, 2013.
? The Independent Directors shall not be entitled to any stock option
and may receive remuneration by way of fee for attending meetings of the Board or
Committee thereof or for any other purpose as may be decided by the Board and profit
related commission as may be approved by the members. The sitting fee to the Independent
Directors shall not be less than the sitting fee payable to other directors.
? The remuneration payable to the Directors shall be as per the
Company's policy and shall be valued as per the lncome Tax Rules.
? The remuneration payable to the Key Managerial Personnel and the
Senior Management shall be as may be decided by the Board having regard to their
experience, leadership abilities, initiative taking abilities and knowledgebase.
XII. EVALUATION/ ASSESSMENT OF DIRECTORS/KMP's AND SENIOR
OFFICIALS OFTHE COMPANY
The evaluation/assessment of the Directors, KMP's and the senior
officials of the Company is to be conducted on an annual basis and to satisfy the
requirements of the Securities and Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015.
The following criteria may assist in determining how effective the
performances of the Board, its committees and individual directors to be carried have
been:
? Leadership & stewardship abilities
? Contributing to clearly defined corporate objectives & plans
? Communication of expectations & concerns clearly with
subordinates
? Obtain adequate, relevant & timely information from external
sources
? Review & approval achievement of strategic and operational plans,
objectives, budgets
? Regular monitoring of corporate results against projections
? Identify, monitor & mitigate significant corporate risks
? Assess, implement and follow policies, structures & procedures
? Direct, monitor & evaluate KMP's, senior officials
? Review succession plan
? Effective meetings
? Assuring appropriate board size, composition, independence, structure
? Clearly defining roles & monitoring activities of committees
? Review of corporation's ethical conduct
Evaluation on the aforesaid parameters will be conducted by the
Independent Directors for each of the Executive/ Non-Independent Directors in a separate
meeting of the Independent Directors.
The Executive Director/ Non-Independent Directors along with the
Independent Directors will evaluate/assess each of the Independent Directors on the
aforesaid parameters. Only the Independent Director being evaluated will not participate
in the said evaluation discussion.
XIII. REVIEW
In case of any subsequent changes in the Companies Act or any other
regulations which makes any of the provisions in the Policy inconsistent with the
Companies Act or regulations, then the provision of the Companies Act or regulations would
prevail over the Policy and the provisions of the Policy would be modified in due course
to make it consistent with law.
The policy shall be reviewed by the Nomination & Remuneration
Committee and the Board, from time to time as may be necessary.
By the Order of the Board of Directors For BLB Limited
Anshul Mehra Executive Director DIN: 00014149
Date: 31.12.2021 Place: New Delhi
PARTICULARS OF CONTRACTS/ ARRANGEMENTS MADE WITH RELATED PARTIES [Pursuant
to Section 134(3Xh) of the Companies Act, 2013 and Rule 8(2) of the Companies (Accounts)
Rules, 2014- AOC-21 This Form pertains to the disclosure of particulars of
contracts/ arrangements entered into by the Company with related parties referred to in
Section 188(1)of the Companies Act, 2013.
1. Details of material contracts or arrangement or transactions not
at arm's length basis:
There were no contracts or arrangements or transactions entered in to
during the year ended March 31,2023, which were not at arm's length basis.
2. Details of material contracts or arrangement or transactions at
arm's length basis:
The details of material con tracts or arrangements or transactions at
arm's length basis for the year ended March 31,2023 areas follows:
Name(s) of the related party |
Nature of relationship |
Nature of contracts/
arrangements/ transactions |
Duration |
Salient terms of the
contracts or arrangements or transactions |
Amount (in Lakhs) |
Date(s) of approval by the
Board, if any |
Amount paid as advances, if
any |
Sh. Brij Rattan Bagri |
Chairman |
Loan/ Interest |
Per Annum |
N.A. |
1. Loan
Opening Balance: 400.00
(i) Loan taken: 375.00
(ii) Loan repaid: 400.00 Closing Balance: 375.00
2. Interest paid: 19.82 |
04.02.2022 |
Nil |
Sh. Keshav Chand Jain |
Director |
Legal Fee |
- |
N.A. |
0.55 |
04.02.2022 |
Nil |
Sh. Anshul Mehra |
Executive Director |
Remuneration |
01.08.2022
to
31.07.2025 |
N.A. |
18.78 |
25.06.2021 |
Nil |
Sh. Deepak Shrivastava |
CFO(KMP) |
Remuneration |
Per Annum |
N.A. |
9.20 |
04.02.2022 |
Nil |
Sh. Nishant Garud |
Company Secretary (KMP) |
Remuneration |
Per Annum |
N.A. |
7.39 |
04.02.2022 |
Nil |
M/s. BRSB Securities Private
Limited |
Entities where Directors or
their relatives exercise significant influence |
Rental Income |
11 months |
N.A. |
0.60 |
12.08.2021 |
Nil |
ANNUAL REPORT ON CORPORATE SOCIAL RESPONSIBILITY (CSR) ACTIVITIES AS
PER SECTION 155 OF THE COMPANIES ACT. 2015
1. Brief outline on CSR
Policy of the Company |
In accordance with the
provisions of section 135 of the Companies Act, 2013, the Company has formulated a
Corporate Social Responsibility Policy which serves as a guiding document for the Company
to identify, execute and monitor the CSR projects.
The CSR policy of the Company outlines the vision and the priority
projects identified by the Company for the purpose of CSR. The ultimate responsibility of
identifying the CSR projects and ensuring execution of the same is bestowed on the CSR
committee under the guidance and assistance of the Board of Directors.
The process of implementation and monitoring of CSR activities is
provided in detail in the CSR Policy of the Company. Apart from the process of
implementation, the policy also enlists the assessment and reporting requirements with
regard to the CSR activities |
2.Composition of CSR Committee:
S. No. Name of Director |
Designation/ Nature of
Directorship |
Number of meetings of CSR
Committee held during the year |
Number of meetings of CSR
Committee attended during the year |
1. Sh. Brij Rattan Bagri
(Chairman) |
Chairman, Non-Executive
Director |
01 |
01 |
2. Sh. Anshul Mehra (Member) |
Executive Director |
01 |
01 |
3. Smt. Dhwani Jain (Member) |
Non-Executive - Independent
Director |
01 |
01 |
3. Provide the web-link
of the website where Composition of CSR committee, CSR Policy and CSR projects approved by
the Board are disclosed on the website of the Company |
The composition of CSR
committee can be viewed at: https://www. blblimited.com/about3. oho The brief outline of
the Company' CSR policy, including overview of projects or programs proposed to be
undertaken are placed on the Company' website:
https://www.blblimited.com/service.DhD?data_id=24& data_title=Policies |
A. Provide the details of
Impact assessment of CSR projects carried out in pursuance of Sub-rule(3) of Rule 8 of the
Companies (Corporate Social Responsibility Policy) Rules, 201 A, if applicable. |
Not applicable during the year
under review. |
5. a) Average net profit of the company as per section 155(5): Rs.1,88,47,755.67/-
b) Two percent of average net profit of the company as per section
135(5): Rs. 5,76.954.67/-
c) Surplus arising out of the CSR projects or programmes or activities
of the previous financial years: Nil
d) Amount required to be set-off for the financial year, if any: Nil
e) Total CSR obligation for the financial year [(b)+(c)-(d)1: Rs.
5,76,954.67/-
6. a) Amount spent on CSR Projects (both Ongoing Project and other
than Ongoing Project): Rs. 25,00,000/-
b) Amount spent in Administrative Overheads: Nil
c) Amount spent on Impact Assessment, if applicable: Nil
d) Total amount spent for the Financial Year (a)+(b)+(c)1: Rs.
25,00,000/-
e) CSR amount spent or unspent for the Financial Year:
Total Amount Spent
for the Financial Year (in Rs.) |
Amount Unspent
(in Rs.) |
| Total Amount transferred
to Unspent CSR Account as per section 155(6) |
Amount
transferred to any fu under Schedule VII as per set to section 155 specified |
| Amount Date of Transfer |
Name of the Amount Fund |
Date of Transfer |
25,00,000/- |
NIL |
f) Excess amount for set-off, if any:
S. No. Particulars |
Amount (in Rs.) |
1. Two percentage of average
net profit of the company as per section 135(5) |
3,76,954.67/- |
2. Total amount spent for the
Financial Year |
25,00,000.00/- |
3. Excess amount spent for the
Financial Year [(2)-1)] |
21,23,045.33/- |
4. Surplus arising out of the CSR
projects or programmes or activities of the previous Financial Years, if any |
Nil |
5. Amount available for set off
in succeeding Financial Years [(3)-(4)] |
21,23,045.33/- |
7. Details of unspent Corporate Social Responsibility amount for
the preceding three financial years:
S. No. Preceding
Financial Year |
Amount
transferred to Unspent CSR Account under subsection (6) of section 135 (in Rs.) |
Balance Amount in
Unspent CSR Account under subsection (6) of section 135(in Rs.) |
Amount Spent in
the Financial Year (in Rs.) |
Amount
transferred to a Fund as specified under Schedule VII as per second proviso to subsection
(5) of section 135, if any |
Amount remaining
to be spent in succeeding Financial Years (in Rs) |
Deficiency, if
any |
| Amount (in Rs.) |
Date of transfer |
1. FY 2021-22 |
|
|
|
Not Applicable |
|
|
|
2. FY 2020-21 |
|
|
|
|
|
|
|
3. FY 2019-20 |
|
|
|
|
|
|
|
8. Whether any capital asset have been created or acquired through
Corporate Social Responsibility amount spent in the Financial Year:
Yes & No
If yes, enter the number of capital assets created/ acquired:
Furnish the details relating to such asset(s)so created or acquired
through Corporate Social Responsibility amount spent in the Financial Year:
S. No. Short
particulars of the property or asset(s) [including complete address and location of the
property] |
Pin code of the property
or asset(s) |
Date of creation |
Amount of CSR amount spent |
Details of
entity/ Authority/ beneficiary of the registered owner |
|
|
|
|
CSR
Registratio n Number, if
Applicable |
Name |
Registered
address |
- - |
- |
- |
- |
- |
- |
- |
9. Specify the reason(s), if the company has failed to spend two
per cent of the average net profit as per sub section (5) of section135: Not Applicable
For and on behalf of |
For and on behalf of |
Board of Directors of BLB
Limited |
Board of Directors of BLB
Limited |
Brij Rattan Bagri |
Anshul Mehra |
Director & Chairman- CSR
Committee |
Executive Director &
Member- CSR Committee |
DIN: 00007441 |
DIN: 00014049 |
Date: August 9, 2023 |
|
Place: New Delhi |
|
SECRETARIAL AUDIT REPORT
FOR THE FINANCIAL YEAR ENDED MARCH 31, 2023
To,
The Members,
BLB Limited
H. No. 4760-61/23,03rdFloor,
Ansari Road, Daryaganj NewDelhi110002
We have conducted the Secretarial Audit of the compliance of applicable
statutory provisions and the adherence to good corporate governance practices by BLB
Limited (hereinafter called the "Company"). Secretarial Audit was
conducted in a manner that provided us a reasonable basis for evaluating the corporate
conducts/ statutory compliances and expressing our opinion thereon.
Based on our verification of the Company's books, papers, minute books,
forms and returns filed and other records maintained by the Company and also the
information provided by the Company, its officers, agents and authorized representatives
during the conduct of Secretarial Audit, we hereby report that in our opinion, the Company
has, during the audit period covering the financial year ended on March 31, 2023 complied
with the statutory provisions listed hereunder and also that the Company has proper
Board-processes and compliance-mechanism in place to the extent, in the manner and subject
to the reporting made hereinafter.
We have examined the books, papers, minute books, forms and returns
filed and other records maintained by the Company for the Financial Year ended on March
31,2023 according to the provisions of:
(i) The Companies Act, 2013(the "Act")and the Rules made
thereunder;
(ii) The Securities Contracts (Regulation) Act, 1956("SCRA')and
the Rules made thereunder;
(iii) The Depositories Act, 1996 and the Regulations and Bye-laws
framed thereunder to the extent of Regulation 76 of Securities and Exchange Board of
lndia( Depositories and Participants) Regulations, 2018;
(iv) Foreign Exchange Management Act, 1999 and the Rules and
Regulations made thereunder to the extent of Foreign Direct Investment, Overseas Direct
Investment and External Commercial Borrowings, to the extent applicable;
(v) The following Regulations and Guidelines prescribed under the
Securities and Exchange Board of India Act, 1992 ("SEBI Act):-
(a) The Securities and Exchange Board of India (Substantial Acquisition
of Shares and Takeovers) Regulations, 2011 to the extent applicable;
(b) The Securities and Exchange Board of India (Prohibition of Insider
Trading) Regulations, 2015;
(c) The Securities and Exchange Board of India (Issue of Capital and
Disclosure Requirements) Regulations, 2018 to the extent applicable;
(d) The Securities and Exchange Board of India (Share Based Employee
Benefits) Regulations, 2014; Not Applicable during the Audit Period
(e) The Securities and Exchange Board of India (Issue and Listing of
Debt Securities) Regulations, 2008; Not Applicable during the Audit Period
(f) The Securities and Exchange Board of India (Registrars to an Issue
and Share Transfer Agents) Regulations, 1993 regarding the Companies Act and dealing with
client to the extent of securities issued;
(g) The Securities and Exchange Board of India (Delisting of Equity
Shares) Regulations, 2009; Not Applicable during the Audit Period
(h) The Securities and Exchange Board of India (Buyback of Securities)
Regulations, 2018; Not Applicable during the Audit Period
(vi) The Management has identified and confirmed the following Laws as
being specifically applicable to the Company:
1. Securities and Exchange Board of India (Stock Brokers and
Sub-Brokers) Regulations, 1992;
2. Rules, Regulations, Bye-Laws of National Stock Exchange India
Limited and NSE Clearing Corporation of India Limited;
3. Rules, Regulations, Bye-Laws of BSE Limited and Indian Clearing
Corporation Limited;
A. Rules, Regulations, Bye-Laws of Metropolitan Stock Exchange of India
Limited (MSEI) and Metropolitan Clearing Corporation of India Ltd.(MCCIL)
We have also examined compliance with the applicable clauses/
Regulations of the following:
(i) Secretarial Standards issued by The Institute of Company
Secretaries of India;
(ii) Securities and Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015.
During the period under review, the Company has generally complied with
the provisions of the Act, Rules, Regulations, Guidelines, Standards, etc. mentioned
above. However, the Company is required to strengthen its process w.r.t Structured digital
database in a manner specified under Regulation 3(5)of SEBI (Prohibition of Insider
Trading) Regulations, 2015.
We further report that:
The Board of Directors of the Company is duly constituted with proper
balance of Executive Director, Non Executive Directors and Independent Directors. The
changes in the composition of the Board of Directors that took place during the period
under review were carried out in compliance with the provisions of the Act.
Adequate notice is given to all directors to schedule the
Board/Committee Meetings. Agenda and detailed notes on agenda were sent in advance and a
system exists for seeking and obtaining further information and clarifications on the
agenda items before the meeting and for meaningful participation at the meeting.
All decisions at Board Meetings and Committee Meetings are carried out
unanimously or with requisite majority as recorded in the minutes of the meetings of the
Board of Directors or Committee of the Board, as the case may be.
We further report that there are adequate systems and processes in the
Company commensurate with the size and operations of the Company to monitor and ensure
compliance with applicable Laws, Rules, Regulations and Guidelines.
We further report that during the audit period there was no specific
events/actions took place having a major bearing on the company's affairs in pursuance of
the above referred laws, rules, regulations, guidelines, standards etc.
For Chandrasekaran Associates
Company Secretaries FRN: P1988DE002500 Peer Review Certificate No.:
1428/2021
Shashikant Tiwari
Partner
Membership No. F11919 Certificate of Practice No. 13050 UDIN:
F011919E000339796
Date : May 20, 2023 Place: Delhi
Notes:
(i) This report is to be read with our letter of even date which is
annexed as Annexure A and forms an integral part of this report.
(ii) This report is limited to the statutory Compliances on laws/
regulations/ guidelines listed in our report which have been complied by the Company up to
the date of this Report pertaining to financial year ended March 31,2023.
Annexure-A to Secretarial Audit report
To,
The Members BLB Limited
H. No. 4760-61/23,03rdFloor, Ansari Road, Daryaganj
NewDelhi110002
1. Maintenance of secretarial record is the responsibility of the
Management of the Company. Our responsibility is to express an opinion on these
secretarial records based on our audit.
2. We have followed the audit practices and processes as were
appropriate to obtain reasonable assurance about the correctness of the contents of the
Secretarial records. The verification was done on the random test basis to ensure that
correct facts are reflected in secretarial records. We believe that the processes and
practices, we followed provide a reasonable basis for our opinion.
3. We have not verified the correctness and appropriateness of
financial records and Books of Accounts of the Company.
A. Wherever required, we have obtained the Management representation
about the compliance of laws, rules and regulations and happening of events etc.
5. The compliance of the provisions of Corporate and other applicable
Laws, Rules, Regulations, Standards is the responsibility of Management. Our examination
was limited to the verification of procedures on random test basis.
6. The Secretarial Audit report is neither an assurance as to the
future viability of the Company nor of the efficacy or effectiveness with which the
Management has conducted the affairs of the Company.
For Chandrasekaran Associates
Company Secretaries FRN: P1988DE002500 Peer Review Certificate No.:
1428/2021
Shashikant Tiwari
Partner
Membership No. F11919 Certificate of Practice No. 13050 UDIN:
F011919E000339796
Date : May 20, 2023 Place: Delhi
PARTICULARS OF REMUNERATION
The information required under Section 197(12) read with Rule 5 of
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 201A of the Act
and the Rules made thereunder, in respect of employees of the Company is follows:
(a) the ratio of the remuneration of each director to the median
remuneration of the employees of the company for the financial year 2022-23;
Name of Director(s) |
Ratio to Median Remuneration |
Non- Executive Directors |
Sh. Brij Rattan Bagri |
N.A. |
Sh. Keshav Chand Jain |
N.A. |
Smt. Dhwani Jain |
N.A. |
Sh. Deepak Sethi |
N.A. |
Sh. Gaurav Gupta |
N.A. |
Executive Directors |
Sh. Anshul Mehra |
7:1 |
(b) the percentage increase in remuneration of each Director, Chief
Executive Officer, Chief Financial Officer, Company Secretary or Manager, if any, in the
financial year 2022-23;
Name of Person |
% Increase in remuneration |
Sh. Brij Rattan Bagri |
N.A. |
Sh. Keshav Chand Jain |
N.A. |
Sh. Anshul Mehra |
20.08% |
Smt. Dhwani Jain |
N.A. |
Sh. Deepak Sethi |
N.A. |
Sh. Gaurav Gupta |
N.A. |
Sh. Deepak Shrivastava, Chief
Financial Officer |
7.97% |
Sh. Nishant Garud, Company
Secretary |
7.68% |
(c) the percentage increase in the median remuneration of employees in
the financial year 2022-23 was:5.82%
(d) the number of permanent employees on the rolls of Company:
The number of employees on the payroll of the Company as on March
31,2023 were 26 as against 24 in the previous Financial Year ending March
31,2022.
(e) average percentile increase already made in the salaries of
employees other than the managerial personnel in the last financial year and its
comparison with the percentile increase in the managerial remuneration and justification
thereof and point out if there are any exceptional circumstances for increase in the
managerial remuneration
The average increase in salaries of employees excluding managerial
personnel in 2022-23 was 16. A3 %.
The average increase in remuneration of Managerial Personnel was 14.02%
for the financial year 2022-23.
The increase in salaries of employees excluding managerial personnel is
FY 2022-23 is due to increase in number of total employees.
(f) Affirmation that the remuneration is as per the remuneration policy
of the Company
The remuneration is as per the Nomination, Remuneration and Evaluation
Policy for Directors, Key Managerial Personnel and other employees of the Company to whom
it applies.
(g) Particulars of Employees pursuant to provisions of section 197 of
the Companies Act, 2013 and Rule 5 of Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014, is hereby attached with this report as Annexure- VI.
For and on behalf of the Board of Directors of
BLB Limited
Brij Rattan Bagri Chairman DIN: 00007441
Place: New Delhi Date : August 9, 2023
PARTICULARS QF EMPLOYEES
Pursuant to provisions of section 197 of the Companies Act, 2013 and
Rule 5 of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014,
the details of remuneration of the employees are given below:
(a) Top 10 Employee in terms of remuneration who were Employed
throughout the financial year:
s. No. Name |
Designation |
Remuneration (Amt. in Rs.) |
Nature of employment |
Department |
Qualification |
Experience (No. of Years) |
Date of
Commencement of employment |
Age
(years) |
Last employment before joining
the Company |
% of Equity Capital held |
Relation with Director/
Manager of the Company |
1 Anshul Mehra |
Executive Director |
18,77,840 |
Contractual |
Finance & Accounts |
B. Com., FCA |
35 |
01-07-2011 |
57 |
BLB Commodities Ltd. |
Nil |
None |
2 Deepak Shrivastava |
Chief Financial Officer |
9,19,800 |
Permanent |
Finance & Accounts |
B.A.(H) |
30 |
14-07-1993 |
50 |
BLB Commodities Ltd. |
Nil |
None |
3 Nishant Garud |
Company Secretary |
7,38,888 |
Permanent |
Secretarial |
CS, LLB B.Com |
9 |
20-06-2019 |
32 |
Talbros
Automotive
Components
Limited |
Nil |
None |
4 Prashant Kumar |
Manager- Legal &
Administration |
7,15,502 |
Permanent |
Legal |
B.Com, LLB |
20 |
01-02-2019 |
45 |
SSN Management Group |
Nil |
None |
5 Deepak Sharma |
Manager-Accounts |
6,69,923 |
Permanent |
Finance & Accounts |
B.Com (H), ACA |
4 |
0'-06-2020 |
29 |
VASA Denticity Ltd.
(Dentalkart) |
Nil |
None |
6 Amit Kumar |
Dealer |
6,59,633 |
Permanent |
Market
Operations |
B.Com |
'7 |
02-05-2016 |
38 |
SS Corporate Securities Ltd. |
Nil |
None |
7 Rajinder Pal |
IT Administrator |
6,58,550 |
Permanent |
IT |
BCA |
14 |
01-01-2022 |
35 |
Divya Capital One Pvt. Ltd. |
Nil |
None |
8 Rahul Sharma |
Manager- Legal &
Administration |
6,18,334 |
Permanent |
Legal &
Administration |
MBA |
13 |
O' '2 2021 |
40 |
Rhiti Sports |
Nil |
None |
9 Jagdish Singh Mehra |
Executive
Accounts |
4,21,758 |
Permanent |
Finance & Accounts |
MBA |
12 |
01-03-2021 |
32 |
Delmos Aviation Pvt Ltd |
Nil |
None |
10 Vivek Chandra |
Fundamental
Analyst |
3,72,000 |
Permanent |
Market
Operations |
PGDM
Finance |
4 |
01-01-2022 |
29 |
BDC Distribution Pvt. Ltd. |
Nil |
None |
(b) Employees who were in the receipt of remuneration aggregating Rs.
1,02,00,000 or more per annum : None
(c) Employed for part of the financial year and was in receipt of
remuneration not less than Rs. 8,50,000 per month : None
(d) Employee who was in receipt of remuneration in excess of that drawn
by the Managing Director or whole time director or manager and holds by himself or along
with his spouse and dependent children, not less than 2% of the equity shares of the
Company: None
Note: There were no employee in the Company, throughout
the financial year or part of the year, who were in receipt of remuneration
aggregating Rs. 1,02,00,000 or more per annum orRs.8,50,000per month.
For BLB Limited
Brij Rattan Bagri Chairman DIN: 00007441
Place: New Delhi Date: August 9, 2023
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