|
Dear Members,
Your Directors take immense pleasure in presenting their Focty-Fouth
(44th) Annual Repot together with the Audited Financial Statements of BLB Limited
(the Company) for the Financial Year 2024-25 (Review PeDiod).
1. FINANCIAL SUMMARY AND HIGHLIGHTS
The audited standalone financial statements of the Company, which focm
a pat of this Annual Repot, have been prepared in accordance with the provisions of the
Companies Act 2013, Regulation 33 of the Secuities and Exchange Board of India (Listing
Obligation and Disclosure Requirement) Regulations, 2015 and the Indian Accounting
Standards.
The summaDized Audited results of your Company for the Financial Year
ended on 31.03.2025 with comparative for the previous financial year ended on 31.03.2024
are given in the table below:
(Rs. In Lakhs)
Pauticulars |
Financial Year ended |
|
March 31, 2025 |
March 31, 2024 |
| Revenue from Operations |
53,923.37 |
31,438.27 |
| Other Income |
0.50 |
19.38 |
| Expenses |
(53,272.99) |
(30,966.42) |
| Profit/ (loss) before Depreciation, Finance
Costs, Exceptional |
650.88 |
491.23 |
| items and Tax Expense |
|
|
| Less: Depreciation/ Amoctization/ Impai?ment |
(12.26) |
(18.56) |
Profit /(loss) before Finance Costs,
exceptional items and Tax |
638.62 |
472.67 |
Expense |
|
|
| Less: Finance Costs |
(106.29) |
(123.12) |
Profit / (loss) before Exceptional items
and Tax Expense |
532.33 |
349.55 |
| Add/ Less: Exceptional items |
- |
- |
Profit / (loss) before Tax Expense |
532.33 |
349.55 |
| Less: Tax Expense (Curent & DefeDred) |
(146.27) |
(88.44) |
Profit / (loss) for the year |
386.06 |
261.11 |
| Other Comprehensive Income/(loss) |
(280.66) |
0.20 |
Total Comprehensive Income/ (loss) |
105.40 |
261.31 |
| Basic Eanings Per Share (in Rs.) |
0.73 |
0.49 |
| Diluted Eanings Per Share (in Rs.) |
0.73 |
0.49 |
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 tunover of your Company had increased to Rs. 53,923.37 lakhs as
against Rs. 31,438.27 lakhs in the previous financial year and profit after tax had
increased to Rs. 386.06 Lakhs as against Rs. 261.11 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 ReseCves for the Financial Year 2024-25.
3. DIVIDEND
The Board of Directors of your Company has decided that with a view of
strengthening the capital base, it would be pudent not to recommend any dividend for the
Financial Year 2024-25.
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 Secuities 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 duing 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 staTting from 01st
Apil and ending on 31st March.
e) Capital Expenditure Program- There have been no Capital
Expenditure Program duing the year under review and also not likely in the future.
f) Developments, Acquisition and assignment of mateDial Intellectual
Propety Rights- There are no mateDial developments, acquisitions and assignments of
mateDial Intellectual Propety Rights that took place duing the year under review.
g) Any other mateDial event having an impact on the affairs of the
Company-
Duing the previous financial year, Sh. BDij Rattan Bagui, the promoter
of our Company ('SelleD') has entered into a Share Sale and Purchase Agreement (SSPA) on
17th Janua?y, 2024 with M/s. Dream Achiever Consultancy Sevices Pxivate Limited
('AcquireD') 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 enteDing into such Share Sale and Purchase Agreement
(SSPA), the Acquirer has tTiggered the requirement to make an open offer to the
shareholders of the Company in teDms 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 Thitty-Seven Lakh Focty-Four Thousand Nine Hundred Sixty-Seven)
Equity Shares of Face Value INR 1/- (Rupee One Only) Each Representing 26% of the Equity
and Voting Share Capital of the Company, at a Pxice 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. BDij Rattan Bagui
on June 11, 2024 regarding the receipt of TeDmination Letter by him on his e-mail on June
10, 2024 from the Acquirer w.r.t. the aforesaid SSPA dated Janua?y 17, 2024.
Fucther, Sh. BDij Rattan Bagui, the Promoter of the Company, vide his
letter dated June 14, 2024 had infocmed the Company about teDmination of the aforesaid
SSPA.
Other than above, no mateDial event took place duing the FY 2024-25
having an impact on the affairs of the Company.
5. CHANGE IN NATURE OF BUSINESS
Duing the FY 2024-25, 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 Secuities.
6. MATERIAL CHANGES AND COMMITMENT
Sh. BDij Rattan Bagui vide his letter dated June 11, 2024 had infocmed
the Company regarding the receipt of TeDmination Letter by him on his e-mail on June 10,
2024 from the Acquirer w.r.t. the SSPA dated Janua?y 17, 2024 executed by him with the
acquirer. Fucther, Sh. BDij Rattan Bagui, the Promoter of the Company, vide his letter
dated June 14, 2024 had infocmed the Company about teDmination of the aforesaid SSPA.
Except the above, there have been no mateDial changes and commitments
affecting the financial position of the Company which have occured between the end of
financial year of the Company to which the Financial Statements relate and the date of
this repot.
7. DETAILS OF REVISION OF THE FINANCIAL STATEMENT OR REPORT
There has been no revision in the Financial Statements and Board repot
duing the Financial Year under review.
8. SHARE CAPITAL
The Authoized Share Capital of your Company as on March 31, 2025 stood
at Rs. 31,50,00,000/- compising 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, 2024.
The Issued, Subsc ibed and Paid-up Equity Share Capital of your Company
as on March 31, 2025, stood at Rs. 5,28,65,258/-, compising of 5,28,65,258 Equity shares
of Re. 1/- each fully paid-up and remained unchanged as compared to March 31, 2024.
Fucther, no Capital reduction/ buyback/ change in voting ights have
been undetaken duing the FY
2024-25.
9. CHANGES IN SHARE CAPITAL AND DISCLSOURES
There was no change in the paid up Share Capital of the Company duing
the financial year 2024-25.
Equity Shares or Other ConveDtible Secuities:
The Company has not issued any equity shares or other conveDtible
secuities duing the year under review.
Equity Shares with Differential Rights:
The Company has neither issued any equity shares with differential
ights duing the year under review nor are any such equity shares outstanding as on March
31, 2025.
Sweat Equity Shares:
The Company has not issued any Sweat Equity Shares duing the year under
review.
Employee Stock Options:
The Company has not provided any Employee Stock Option Scheme to the
employees du ing the year under review.
Voting Rights not directly exercised by Employees:
The Company has no Scheme in which voting ights are not directly
exercised by Employees of Company. Fucther, no shares are held by tTustee(s) for the
benefit of employees.
Debentures, Bonds or other Non- conveDtible Secuities:
The Company has not issued any Debentures, Bonds or other non-
conveDtible secuities duing the FY
2024-25.
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
2024-25.
Waurants:
The Company has not issued any Waurants duing the year under review.
Credit Rating of Secuities:
The Company has not obtained any Credit Rating of Secuities duing the
year under review.
Bonus Shares:
The Company has not issued any Bonus Shares duing the year under
review.
10. INVESTOR EDUCATION AND PROTECTION FUND
Pursuant to the provisions of the Investor Education and Protection
Fund Authoity (Accounting, Audit, Transfer and Refund) Rules, 2016, all unclaimed and
unpaid dividends are required to be transfeDred by the Company to the Investor Education
and Protection Fund (IEPF), established by the GoveDnment of India, after completion of
seven years from declaration of Dividend.
Fucther, according to the ules, the shares on which the dividend has
not been paid or claimed by the shareholders for seven consecutive years or more shall
also be transfeDred to the demat account of the IEPF Authoity.
Duing the FY 2024-25, there was no unclaimed and unpaid dividends which
was required to be transfeDred to IEPF Authoity. Detailed list of dividend amount and
Shares already transfeDred to IEPF
Authoity is available on the website of the Company viz.
www.blblimited.com.
11. NODAL OFFICER
In accordance with the provisions of sub-ule (2A) of Rule 7 of Investor
Education and Protection Fund Authoity (Accounting, Audit, Transfer and Refund) Rules,
2016, Sh. Nishant Gaud, Company SecretaTy 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:-
Duing the year under review, pursuant to the recommendation of
Nomination and Remuneration Committee, Board of Directors and approval of the members of
the Company in the 43rd AGM:-
O Sh. BDij Rattan Bagui (DIN: 00007441) was designated and appointed as
Managing Director of the Company w.e.f. September 26, 2024 for a peiod of 3 years.
O Smt. Anita Shatma (DIN: 07225687) had been appointed as an
Independent Director of the Company w.e.f. September 26, 2024.
Also, pursuant to the recommendation of Nomination and Remuneration
Committee and approval of the Board, Ms. Nanditaa Bagui had been appointed as Senior
Research Analyst (Senior Management Personnel) of the Company w.e.f. August 30, 2024.
No new appointments of Director or Key Manageial Personnel (KMP),
except above, were made duing the FY 2024-25.
Resignations:-
Smt. Dhwani Jain (DIN: 06985038) ceased to be Non-Executive Independent
Director of the Company on account of completion of her second and final teDm w.e.f. close
of business hours on October 19, 2024.
No Director or KMP, other than above, had resigned duing the FY
2024-25.
Appointments/ Re-appointments:-
Members of the Company in the 43rd AGM held on September 26, 2024 had
re-appointed:-
O Sh. BDij Rattan Bagui (DIN: 00007441), as a Director of the Company
liable to retire by rotation.
O Sh. Anshul Mehra (DIN: 00014049), as an Executive Director of the
Company for a teDm of three years w.e.f. August 1, 2025 to July 31, 2028.
O Sh. Deepak Sethi (DIN: 01140741), as an Independent Director of the
Company for another teDm of 5 consecutive years w.e.f. September 28, 2025 to September 27,
2030.
O Sh. Gaurav Gupta (DIN: 00531708), as an Independent Director of the
Company for another teDm of 5 consecutive years w.e.f. September 28, 2025 to September 27,
2030
Fucther, Sh. Anshul Mehra (DIN: 00014049) Executive Director of the
Company retires by rotation at the focthcoming Annual General Meeting and being eligible,
offers himself for re-appointment. The Board recommends the same for your approval.
Women Director
In teDm of the provisions of section 149 of the Companies Act, 2013,
and Regulation 17(1)(a) of the SEBI
(LODR) Regulations, 2015, the Company shall have at least one-woman
Director on the Board. Your Company has Smt. Anita Shatma (DIN: 07225687) as the Women
Director on the Board of the Company.
13. DECLARATION BY INDEPENDENT DIRECTORS
Smt. Anita Shatma (DIN: 07225687), 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 c'iteDia 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 integity, expetise and expeience (including
the proficiency).
Fucther, all the Independent Directors of your Company have confi?med
their registration/ renewal of registration, on Independent Directors' Databank.
All Independent Directors of the Company have given declarations under
Section 149(7) of the Act, that they meet the c'iteDia of independence as laid down under
Section 149(6) of the Act read with Rules made thereunder and Regulation 16(1)(b) of the
SEBI Listing Regulations. Fucther, in teDms of Regulation 25(8) of the Listing
Regulations, the Independent Directors have also confi?med that they are not aware of any
circumstance or situation, which exists or may be reasonably anticipated, that could
impair or impact their ability to discharge their duties with an objective independent
judgement and without any exteDnal influence. In the opinion of the Board, the Independent
Directors possess the requisite expetise and expeience and are persons of high integity
and repute. Based on the aforesaid declarations received from Independent Directors, the
Board of Directors confi?ms that Independent Directors of the Company fulfill conditions
specified in Section 149(6) of the Act read with Rules made thereunder and Regulation
16(1)(b) of the SEBI Listing Regulations and are independent of the Management.
14. SEPARATE MEETING OF INDEPENDENT DIRECTORS
The Company has convened and held a separate meeting of Independent
Directors on March 31, 2025.
15. FAMILIARIZATION PROGRAMMES
The Company has familiaized the Independent Directors with the Company,
their roles, responsibilities in the Company, nature of industy in which the Company
operates, business model of the Company, vaious businesses in the group etc.
The details of the familiaization Program are available on the website
of the Company at https://www.blblimited.com/pdf-investors/FP-FY2024-25.pdf
16. CODE OF CONDUCT
Pursuant to Regulation 26(3) of the Listing Regulations, all the
Directors and senior management personnel of the Company have affimed compliance with the
Code of Conduct of the Company.
17. DETAILS OF BOARD MEETINGS
Duing the FY 2024-25, 7 (seven) Board meetings were held, details of
which along with attendance details of directors are given in the relevant paragraphs of
Corporate GoveDnance Repot which focms pat of this repot. The inteDvening gap between the
meetings was within the peiod prescCibed under the Companies Act, 2013 and Regulations 17
of the SEBI (LODR) Regulations, 2015.
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 teDms of reference are given in the relevant paragraphs of Corporate GoveDnance
Repot which focms pat of this repot. Fucther, details of respective committee meetings
held duing the year along with the attendance details of members are given in the relevant
paragraphs of Corporate GoveDnance Repot which focms pat of this repot.
19. RECOMMENDATIONS OF COMMITTEES
Your Board has accepted all the recommendation(s) made by the all the
Committees duing the FY 2024-25 and up to the date of this repot.
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 directoc's appointment and
remuneration including c'iteDia for deteDmining qualifications, positive attTibutes,
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 pefocmance evaluation policy which is displayed
on the website of the company, viz.
https://www.blblimited.com/pdf-investors/1651492791NRC%20Policy.pdf, for evaluating its
own pefocmance, its Committees and Individual Directors, including Independent Directors.
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
cauied out an evaluation of Independent Directors, the directors individually, as well as
the evaluation of the working of its Committees.
Based on the PeDfocmance Evaluation cauied out by the Board of the
Company, the pefocmance of the Board and its Committees and Individual Directors of the
Company was found satisfactocy.
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 31,
2025, where Independent Directors, reviewed the pefocmance of Non Independent Directors,
the Board as a whole, Chaiman of the Company and found their pefocmances to be
satisfactocy.
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 Subsidiay Company. So, the
Whole Time Director of the Company was not in receipt of commission from the Holding
Company or commission/ remuneration from its Subsidiay 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 confi?m that:
a. in the preparation of the annual accounts, the applicable accounting
standards had been followed along with proper explanation relating to mateDial depatures;
b. the directors had selected such accounting policies and applied them
consistently and made judgments and estimates that are reasonable and pudent so as to give
a tTue 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 peiod;
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 i regulacities;
d. the directors had prepared the annual accounts on a going conce?n
basis;
e. the directors, had laid down inteDnal financial controls to be
followed by the Company and that such inteDnal 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 inteDnal financial controls with reference to the Financial
Statements are commensurate with the size and nature of business of the Company. The
inteDnal control process and systems provide a reasonable assurance in respect of
providing financial and operational infocmation, complying with applicable statutes,
safeguarding of assets of the Company and ensuing compliance with corporate policies.
Procedures to ensure confocmance with the policies, processes and standards have been put
in place coveDing all activities.
The processes and financial activities are subjected to independent
audits by inteDnal auditors as well as statutocy auditors. Implementations of
recommendations from vaious audit repots are regularly monitored by the senior management.
25. REPORTING OF FRAUD AS PER SECTION 143(12)
For the FY 2024-25, no Fraud has been repoted by Auditors of the
Company in teDms of Section 143(12) of the Companies Act, 2013.
26. SUBSIDIARY / JOINT VENTURE / ASSOCIATE COMPANY
Duing the Financial Year under review, there has been no subsidiay,
joint venture or associate company of the Company.
27. PUBLIC DEPOSIT
Duing the FY 2024-25, your Company had not accepted any deposits from
public and as such, no amount on account of pincipal or interest on deposits from public
was outstanding as on the date of the balance sheet.
Fucther, the Company has taken loan from Sh. BDij Rattan Bagui,
Director of the Company duing the FY
2024-25 out of his own funds and the same is disclosed in Note No. 33
of Financial Statements.
28. LOANS, GUARANTEES AND INVESTMENTS
Paticulars of Investments, as per the provision of Section 186 of the
Companies Act, 2013 are provided in Note No. 4 of Financial Statements. No loan or
Guarantee was given by the company duing the FY
2024-25.
29. RELATED PARTY TRANSACTIONS
The Company has adopted a Related Paty Transaction Policy which is also
available on the website of the Company viz
https://www.blblimited.com/pdf-investors/1651492878RPT%20Policy.pdf. In the policy, the
c'iteDia for deteDmining the mateDial transactions has been defined.
Duing the FY 2024-25, all transactions entered into with related paties
were approved by the Audit Committee including omnibus approval. As per the Listing
Regulations, if any related paty transaction exceeds Rs. 1,000 crore or 10% of the annual
consolidated tunover as per the last audited financial statement whichever is lower, would
be considered as mateDial and require Members approval.
The contracts or aurangements with related paties refeDred to in
sub-section (1) of Section 188 read with Section 2(76) of the Companies Act, 2013 entered
into by the Company were in the ordinay course of business and on aum's length basis.
The prescCibed Focm AOC-2 is enclosed and focms pat of this
Repot as Annexure-II. Your directors draw attention of members to Note No. 33 to
the financial statements which set out related paty disclosures.
30. CORPORATE SOCIAL RESPONSIBILITY (CSR)
Duing the year, the provisions of Corporate Social Responsibility
(CSR) in teDms of Section 135 of the Companies Act 2013 read with ules made
thereunder were applicable on the Company.
The CSR Committee compises of three directors including one independent
director as detailed below:
1. Sh. BDij Ratan Bagui Chaiman, Managing Director
2. Sh. Anshul Mehra Member, Executive Director
3. Smt. Anita Shatma Member, Independent Director
The detailed composition and teDms of reference of the committee can be
refeDred in the Corporate GoveDnance Repot annexed to this Annual Repot.
The Company had spent excess amount approx. Rs 21.23 Lacs duing the
previous financial year 2022-23 towards CSR Expenditure. Duing the financial year 2024-25,
on recommendation of CSR Committee, the Board of Directors had approved to cauy focward
the excess amount to be set off from CSR
Expenditure for the curent financial year 2024-25. Accordingly, the CSR
expenditure for the financial year 2024-25 was set off by cauy focward 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
https://www.blblimited.com/pdf-investors/1663390167CSR%20Policy.pdf.
Fucther, the details of actual CSR spending/ cauy focward of excess
amount of the Company on vaious activities can be refeDred from the Annual Repot on
Corporate Social Responsibility Activities as is annexed to this Repot 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:
32. RISK MANAGEMENT POLICY
a. Development: In teDms 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 peiodically.
b. Implementation: The Company recognizes that isk is an integral
and unavoidable component of business and hence is committed to managing the isk in a
proactive and effective manner. The Risk Management Policy approved by the Board has been
effectively implemented. The Company's Management systems, organizational stuctures,
processes, standards, code of conduct and behaviors together focm the Risk Management
System of the Company and are managed accordingly. In the opinion of Board, none of the
isks 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 isks faced by the Company include Market Risk,
Technology isk, Operational Risk, Reputation Risk, Financial and Accounting Risk,
Regulatocy and Compliance Risk, Human Resource Risk and Business Continuity Risk. Your
Company has well defined processes and systems to identify, assess & mitigate the key
isks. A platfocm for exception repoting of violations is in place which is reviewed
regularly and remedial measures are being undetaken immediately. The isk management
process consists of isk identification, isk assessment, isk pioitization, isk treatment or
mitigation, isk monitocing and documenting the new isks. Vauious isk management policies
as prescCibed 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 repot genuine
conce?ns including any unethical behavior, actual or suspected frauds taking place in the
Company for appropiate action or repoting.
The functioning of the vigil mechanism is reviewed by the Audit
Committee peiodically. 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/1577344056Vigil%20Mechanism%20policy.pdf
34. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS
No significant or mateDial orders were passed by the regulators or
coucts or tTibunals impacting the going conce?n status and the Company's operations in
future.
35. STATUTORY AUDITORS, THEIR REPORT AND NOTES TO FINANCIAL STATEMENTS
M/s. VSD & Associates, Chattered Accountants, vide their letter
dated August 14, 2024, have resigned from the position of Statutocy Auditors of the
Company due their other professional assignments and pre occupation, resulting into a
casual vacancy in the office of Statutocy 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, Chattered
Accountants, (FRN: 004472N), to hold office as the Statutocy 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, Chattered Accountants, subject to the approval of the members
in the focthcoming general meeting of the Company.
Fucther, 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, Chattered Accountants (FRN: 004472N) as the Statutocy Auditors of the Company
for a teDm of 5 (five) consecutive years from the conclusion of ensuing 43rd AGM until the
conclusion of the 48th AGM of the Company.
The repot of the Statutocy Auditors along with Notes on Financial
Statements for the year ended March 31, 2025 is enclosed with the Annual Repot. The
Statutocy Auditors of the Company have not repoted 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, reseCvation, adverse remarks or disclaimer
in the Auditors' Repot on Financial Statements.
36. SECRETARIAL AUDITOR AND THEIR REPORT
In teDms of Section 204 of the Companies Act, 2013 and Rules made there
under, Company had appointed M/s. Chandrasekaran Associates, Practicing Company
SecretaTies, to conduct the SecretaTial Audit of the Company for the financial year
2024-25.
The repot of the SecretaTial Auditors for the financial year 2024-25 is
enclosed as Annexure-IV to this repot. There are no qualification, obsevations,
disclaimer, adverse remark or other remarks in the SecretaTial Auditors' Repot.
SEBI vide notification dated December 12, 2024, amongst other, amended
Regulation 24A of the SEBI
(LODR) Regulations, 2015. The said amended Regulation 24A stipulates
that listed companies shall undetake secretaTial audit by a secretaTial auditor who shall
be a peer reviewed company secretaTy.
Fucther, as per Regulation 24A, the appointment/ re-appointment of an
individual as a secretaTial auditor cannot be for more than one teDm of five consecutive
years and in case the secretaTial auditor is a secretaTial audit fim, it cannot be for
more than two teDms of five consecutive years and such an appointment/ re-appointment
shall be approved by the members of the Company at its AGM.
In view of the aforesaid, the Board of Directors of the Company, on the
recommendation of the Audit Committee at its meeting held on July 22, 2025, appointed M/s.
Meenu S. & Associates, Company SecretaTies (FRN: S2021UP805000) (Peer Review No.
2613/2022), as the SecretaTial Auditor of the Company, for a peiod of five consecutive
financial years commencing from Apil 1, 2025 to March 31, 2030, subject to approval of the
Members of the Company at the focthcoming AGM.
37. INTERNAL AUDITOR AND THEIR REPORTS
M/s. Sarat Jain & Associates, Chattered Accountants, (FRN: 014793C)
are the InteDnal Auditors of the Company and they had conducted the half yearly InteDnal
Audit duing the year ended March 31, 2025.
The peiodic repots of the said inteDnal auditors are regularly placed
before the Audit Committee along with the comments of the management on the action taken
to corect any obseved deficiencies on the working of the vaious depatments.
38. COMPLIANCES OF SECRETARIAL STANDARDS
The Company has complied SecretaTial Standards issued by the Institute
of Company SecretaTies of India and notified by the Ministy of Corporate Affairs duing the
FY 2024-25.
39. ANNUAL RETURN
Pursuant to the requirement under Section 92(3) of the Companies Act,
2013, copy of the annual retuTn can be accessed on our website at www.blblimited.com at
the link https://www.blblimited.com/annual-retuTn
40. PARTICULARS OF EMPLOYEES
The infocmation as required under Section 197(12) of the Companies Act,
2013 read with Rule 5(1) & (2) of the Companies (Appointment and Remuneration of
Manageial Personnel) Rules, 2014 in respect of employees of the Company focms pat of this
repot as an Annexure-V & VI.
Number of employees as on the closure of financial year
| Female |
Nil |
| Male |
42 |
| Transgender |
Nil |
41. CORPORATE GOVERNANCE REPORT & MANAGEMENT DISCUSSION AND
ANALYSIS REPORT
As required by the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 (hereinafter refeDred as Listing Regulations), a separate
repot on Corporate GoveDnance is appended along with the Compliance Cetificate from M/s.
Chandrasekaran Associates, Practicing Company SecretaTies, which focms pat of this repot
as an Annexure-VII.
The Management Discussion and Analysis Repot for the FY 2024-25, as
stipulated under the Listing Regulations is presented in a separate section, which focms
pat of this repot as an Annexure- VIII.
42. COST RECORDS
Duing the FY 2024-25, the Company is engaged in trading business in
Shares, Secuities and Commodities and it was exempted from maintenance of Cost records as
specified by Central GoveDnment 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 discimination, intimidation, abuse and harassment including sexual
harassment.
It is also believed that, it's the responsibility of the organization
to protect the integity 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.
InteDnal Complaints Committee (ICC) has been set up to redress
complaints received regarding sexual harassment. All employees (pemanent, contractual,
temporay, trainees) are covered under this policy. As per the policy, any woman employee
may repot her complaint to ICC which is focmed for this purpose.
The following is a summaDy of sexual harassment complaints received and
disposed off duing the FY
2024-25:
Number of complaints pending as on the beginning of the financial year
: Nil Number of complaints filed duing the financial year : Nil Number of Sexual
Harassment Complaints pending beyond 90 days : Nil
Statement that company has complied with MateDnity Benefit Act
The Company do not have any female employee duing the financial year
ended March 31, 2025
In accordance with the provisions of the MateDnity Benefit Act, 1961,
as amended, and in alignment with the pinciples of SEBI (LODR) Regulations, 2015,
paticularly Schedule V relating to corporate goveDnance disclosures, the Board affims that
the Company has fully complied with all applicable laws and regulations relating to
mateDnity benefits duing the financial year under review. The Company has adopted
employee-cent'ic policies that are compliant with statutocy requirements.
Duing the F.Y. 2024-25, the Company was not required to grant mateDnity
leave and related benefits all eligible women employees as there were no female employee
employed duing the year.
Fucther, due to no female employees duing the F.Y. 2024-25, the Company
was not required to comply with the requirements relating to creche facilities, as
specified under the MateDnity Benefit (Amendment) Act, 2017 and availability of medical
bonus, nursing breaks, and retuTn-to-work suppot, etc.
The Company had maintained a discimination-free and suppotive
workplace, in line with the non-disciminatocy employment practices outlined under the SEBI
LODR framework.
The Company's HR policies and practices are peiodically reviewed to
ensure compliance with evolving legal and regulatocy requirements, and to promote the
welfare of all employees. The Board remains committed to upholding the highest standards
of corporate goveDnance and employee well-being.
44. CODE OF CONDUCT FOR PREVENTION OF INSIDER TRADING IN COMPANY'S
SECURITIES
Your Company has focmulated Code of Conduct for Prevention of Insider
Trading in Company's Secuities (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 pice sensitive infocmation and to
prevent any insider trading activity by dealing in shares of the Company by its Designated
Persons. Sh. Nishant Gaud, Company SecretaTy and Compliance Officer of the Company is
authoized 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 2024-25 as
the company has no subsidiaies or associate company as on date.
46. HUMAN RESOURCES MANAGEMENT
Your Company treats its human resources as one of its most
impotant assets. Your Company continuously invests in attraction, retention and
development of talent on an ongoing basis.
47. ONE TIME SETTLEMENT
Duing the FY 2024-25, the company has not entered into any one-time
settlement with Banks or Financial Institutions duing the year, therefore, there was no
repotable instance of difference in amount of the valuation.
48. DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE
INSOLVENCY AND
BANKRUPTCY CODE, 2016
Duing the FY 2024-25, no application was made by the company and
accordingly, no proceeding is pending under the Insolvency and Bankuptcy Code, 2016.
49. ACKNOWLEDGEMENT
Your Directors place on record their appreciation for employees at all
levels, who have contibuted to the growth and pefocmance of your Company.
Your Directors also thank the vendors, bankers, shareholders and
advisers of the Company for their continued suppot.
Your Directors also thank Regulators, Stock Exchanges and other
Statutocy Authoities for their continued suppot.
For and on behalf of the Board of Directors of BLB Limited
Place : New Delhi Date : July 22, 2025
Sd/-BDij Rattan BagTi Chaiman & Managing Director DIN: 00007441
|