The Directors present their Thirty Eighth Annual Report and Audited Statement of
Accounts for the year ended 31st March, 2023.
FINANCIAL RESULTS:
The accounts for the year under review reflect a profit of Rs. 97,79,197/-. The
Directors propose to appropriate the same as under:
(In Lakhs except EPS)
| Particulars |
FY 2022-23 |
FY 2021-22 |
| Total Income |
45,95,804/- |
66,32,793 /- |
| Total Expense |
32,02,992/- |
34,62,933 /- |
| Profit Before Tax |
13,92,812/- |
31,69,860 /- |
| Less: Current Tax |
5,60,214/- |
9,36,433 /- |
| Less: Deferred Tax |
(89,46,599/-) |
(35,70,799/-) |
| Profit after Tax |
97,79,197/- |
58,04,226 /- |
| Other Comprehensive Income |
4,38,51,048/- |
2,07,88,712 /- |
| Total Comprehensive Income |
5,36,30,245/- |
2,65,92,938 /- |
| Earning Per Share |
72.23 |
35.82 |
DIVIDEND:
The Directors in order to conserve the funds of the Company do not recommend any
dividend for the year under review.
STATE OF COMPANY’S AFFAIRS AND FUTURE OUTLOOK:
Your Company plans to take the performance to the next level by adopting modern ways
and hence your Directors are confident of achieving better working results in the coming
years.
EXTRACT OF ANNUAL RETURN:
As per the requirements of section 92(3) of the Act and Rules framed thereunder, the
extract of the Annual Return in form MGT-9 for the financial year 2022-23 is available on
the website of the company at www.bajajgloballtd.com.
NUMBER OF BOARD MEETINGS:
During the Financial Year 2022-23, Seven (7) meetings of the Board of Directors ofthe
Company were held i.e. on 28th May, 2022, 8th August, 2022, 3rd September, 2022, 10th
October, 2022, 14th November, 2022, 11th January, 2023, 17th February, 2023.
CT-A
SEPARATE MEETING OF INDEPENDENT DIRECTORS :
During the year under review, a separate meeting of Independent Directors without the
attendance of Non-Independent Directors and members of the Management, was held on 20th
Day of March, 2023, as required under Schedule IV of the Companies Act, 2013 (Code for
Independent Directors) read with Regulations 25(3) of the SEBI (Listing Obligation &
Disclosure Requirements) Regulations, 2015.
The Independent Directors inter-alia reviewed the performance of the Non-Independent
Directors, Chairman of the Company and the Board as a whole.
DECLARATION BY INDEPENDENT DIRECTORS:
The Company has received necessary declarations from all the Independent Directors of
the Company Under Section 149(7) of the Companies Act, 2013, confirming that they meet the
criteria of Independence laid down in Section 149(6) ofthe Companies Act, 2013.
DIRECTORS RESPONSIBILITY STATEMENT:
In accordance with the provisions of Section 134(5) ofthe Companies Act, 2013,
Your Directors confirm that:
i) In the preparation of Annual Accounts for the financial year ended March 31st, 2023,
the applicable accounting standards have been followed along with proper explanation
relating to material departures.
ii) The Directors have selected such accounting policies and applied them consistently
and made judgements 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 and loss ofthe Company for that period.
iii) The Directors have taken proper and sufficient care toward the maintenance of
adequate accounting records in accordance with the provisions of this Act for safeguarding
the assets ofthe Company and for preventing and detecting fraud and other irregularities.
iv) The Annual Accounts have been prepared on a going concern basis.
v) The Directors have laid down internal financial controls, which are adequate and are
operating effectively.
vi) The Directors have devised proper systems to ensure compliance with the provisions
of all applicable laws and such systems are adequate and operating effectively.
DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS UNDER SECTION 143(12):
During the year under review, there were no frauds reported by the Statutory Auditors
to the Audit Committee ofthe Board under section 143(12) ofthe Companies Act, 2013.
PUBLIC DEPOSITS:
The company being a Non-Banking Finance Company has not accepted any deposits from the
public during the year under review and shall not accept any deposits from the public
without obtaining prior approval of RBI.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:
Particulars ofRelated Party Transactions, covered under Section 188 ofthe Companies
Act, 2013 are given in Notes to the Financial Statements provided in this Annual Report,
if any.
SECRETARIAL AUDITOR:
The Board of Directors of the Company has appointed M/s. More Daliya & Associates,
Practicing Company Secretaries, Nagpur, to conduct Secretarial Audit for the Financial
Year 2022-23. The Secretarial Audit Report for the Financial Year ended on March 31,2023
is annexed herewith to this Report. The said report does not contain any qualification,
reservation or adverse remark by the Secretarial Auditor.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:
Particulars of loan, guarantee and investments, if any covered under Section 186 of the
Companies Act, 2013 are given in notes to the Financial Statements provided in this Annual
report.
CORPORATE SOCIAL RESPONSIBILITY POLICY:
Your Directors informed that the Company is not required to abide the provisions of
Section 135 of the Companies Act, 2013 and Rules made thereunder and Regulation 15(2) of
SEBI (Listing Obligation & Disclosure Requirement) Regulations 2015 in relation to the
Corporate Social Responsibility as the Company is not covered under any of the conditions
/ criteria mentioned under Section 135 of the Companies Act, 2013 and SEBI (Listing
Obligation & Disclosure Requirement) Regulations 2015.
BOARD EVALUATION:
The Companies Act 2013 states that a formal annual evaluation needs to be made by the
Board and Schedule IV of the Companies Act 2013 states that the performance evaluation of
Independent Directors shall be done by the entire Board of Directors, excluding the
Director being evaluated. The evaluation of all the Directors and the Board as a whole was
being conducted.
AUDIT COMMITTEE:
In terms of Section 177 ofthe Companies Act, 2013 read with Rule 6 of the Companies
(Meetings of Board and its Powers) Rules, 2014, the Audit Committee of the Board of
Directors consisting of below mentioned Independent Directors:
| (i) Mr. Akshay Ranka (DIN: 00235788) |
- Chairman (Independent Director) |
| (ii) Dr. Mahendra Kumar Sharma (DIN: 00519575) |
- Member (Independent Director) |
| (iii) Smt. Suneet Menon (DIN: 07087748) |
- Member (Independent Director) |
As a practice of good Corporate Governance. All the recommendations made by the Audit
Committee were accepted by the Board.
NOMINATION & REMUNERATION COMMITTEE:
In terms of Section 178 ofthe Companies Act, 2013 read with Rule 6 of the Companies
(Meetings of Board and its Powers) Rules, 2014, the Company has constituted Nomination
& Remuneration Committee ofthe Board of Directors consisting of below mentioned
Independent Directors:
| (i) Mr. Akshay Ranka (DIN: 00235788) |
- Chairman (Independent Director) |
| (ii) Dr. Mahendra Kumar Sharma (DIN: 00519575) |
- Member (Independent Director) |
| (iii) Smt. Suneet Menon (DIN: 07087748) |
- Member (Independent Director) |
As a practice of good Corporate Governance.
VIGIL MECHANISM:
The Vigil Mechanism of the Company, which also incorporates a whistle blower policy in
terms of Section 177(9) of the Companies Act, 2013 and Regulation 22 of SEBI (Listing
Obligation & Disclosure Requirement) Regulations, 2015, includes an Ethics comprising
senior Executives of the Company. Protected disclosures can be made by a whistle blower
through an e-mail or letter. The policy on vigil mechanism may be accessed on the
Companys website at www.bajajglobal.com.
CODE OF CONDUCT:
Your Directors informed that pursuant to provisions of Regulation 17(5) of SEBI
(Listing Obligation & Disclosure requirement) Regulations, 2015 every Listed Company
is under an obligation to adopt a policy on Code of Conduct for all the Members ofthe
Board of Directors and Senior Management. As per the said Regulation, the Board of
Directors adopted the Policy on code of conduct for all the Members of Board of Directors
and Senior management of the Company.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, RESEARCH AND DEVELOPMENT:
Your Directors are of the opinion that with respect to conservation of energy and
technology absorption as prescribed under Section 134(3)(m) of the Companies Act 2013 read
with the Companies (Accounts) Rules, 2014 are not relevant in view of the nature of
business activities of the Company and hence, are not required to be given.
FOREIGN EXCHANGE EARNINGS AND OUTGO:
During the year under review, there is no foreign exchange earning, outgo and
expenditure. DIRECTORS:
In view of the provisions of the Companies Act, 2013, Shri Monal Malji (DIN 00511813)
retires from the Board by rotation this year and being eligible, offers himself for
re-appointment.
Apart from the above, there is no change as regard to the Directorship of the Company.
KEY MANAGERIAL PERSONNEL:
Appointment of Company Secretary:
During the year under review Mr. Hirokjyoti Nandi was appointed as Company Secretary
and Chief Financial Officer (Key Managerial Personnel) under the provisions of Companies
Act, 2013 and Compliance Officer under the terms of Regulation 6(1) of SEBI (LODR)
Regulations 2015, w.e.f., 28th May, 2022.
However Later (after the end of Financial Year 2022-23) Mr. Hirokjyoti Nandi later
resigned as the Company Secretary, Compliance Officer and Chief Financial Officer w.e.f.
10th April, 2023. The requisite form were filed to give effect to this under the
Provisions of Companies Act, 2013 and timely intimation in respect of the same was also
given to Stock Exchange under the terms of SEBI (LODR) Regulations 2015.
For the Financial Year 2023-24, the company went on to appoint Ms. Siddhi Kashikar as
the Company Secretary and Chief Financial Officer (Key Managerial Personnel) under the
provisions of Companies Act, 2013 and Compliance Officer under the terms of Regulation
6(1) of SEBI (LODR) Regulations 2015, w.e.f. 21st April, 2023.
LISTING OF SHARES:
The Shares of the Company continued to be listed on the Stock Exchange, Mumbai. The
Company has paid the annual listing fee for the financial year 2022-2023.
The Equity Shares of the Company has the Electronic connectivity under ISIN No.
INE552H01015. To provide service to the Shareholders, the Company has appointed M/s.
Adroit Corporate Services Private Limited, 1st Floor, 19, Jaferbhoy Industrial Estate,
Makwana
Road, Marol Naka, Mumbai-400 059 as Registrar and Transfer Agent of the Company for
existing physical based and allied Secretarial Services for its Members / Investors and
for Electronic Connectivity with NSDL and CDSL.
STATUTORY AUDITORS AND AUDITORS REPORT :
Pursuant to the provisions of section 139 of the Companies Act, 2013 and the rules made
thereunder, the auditors of the Company M/s VMSS & Associates, Chartered Accounts,
Kolkata (Firm Reg. No. 328952E), were appointed at the Annual General Meeting of Financial
Year 2021-22 by the shareholders for a term of 5 (Five) Years commencing from the
conclusion of the 37th Annual General Meeting till the conclusion of the 42nd Annual
General Meeting.
PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016:
No application has been made under the Insolvency and Bankruptcy Code; hence the
requirement to disclose the details of application made or any proceeding pending under
the Insolvency and Bankruptcy Code, 2016 during the year along with their status as at the
end of the financial year is not applicable.
DETAILS OF DIFFERENCE BETWEEN VALUATION AMOUNT ON ONE TIME SETTLEMENT AND VALUATION
WHILE AVAILING LOAN FROM BANKS AND FINANCIAL INSTITUTIONS:
During the year under review, there has been no one time settlement of loans taken from
Banks and Financial Institutions.
DETAILS OF SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS OR COURT OR
TRIBUNAL:
During the year under review, there are no orders passed by any authorities which
impacts the going concern status and companys operations in future.
INTERNAL FINANCIAL CONTROLS:
The Company has in place adequate internal financial controls with reference to
financial statements. During the year, such controls were tested and no reportable
material weakness in the design or operation was observed.
STATUTORY DISCLOSURES:
None of the Directors of your Company are disqualified as per the provisions of Section
164(2) of the Companies Act, 2013. Your Directors have made necessary disclosures, as
required, under various provisions ofthe Companies Act, 2013 and SEBI LODR.
MATERIAL CHANGES AFFECTING THE FINANCIAL POSITION OF THE COMPANY:
No material changes / events affecting the financial position of the Company occurred
between the end ofthe financial year 31st March, 2023 till date ofthis report.
ACKNOWLEDGEMENT:
Your Directors are grateful to Bankers for their continued support, co-operation and
assistance during the year. Your Directors express their thanks for the sincere and
dedicated efforts put in by the workers, staff and officers during the year.
| Registered Office: Imambada Road, Nagpur-440018 (Maharashtra) |
For and on behalf of the Board Bajaj Global Ltd. |
|
| Place: Nagpur Dated: 01/09/2023 |
Akshay Ranka Director (DIN: 00235788) Reshimbagh Square, Plot No. 6 Ranka Colony,
Vakilpeth, Hanuman Nagar, Nagpur-440009 |
Monal Malji Director (DIN: 00511813) 122, Sai Ankur, Ramdaspeth Shankar Nagar,
Nagpur-440010 |
+91-9892691696
