Balgopal Commercial Ltd Directors Report.

For The Financial Year 2018-19

Dear Members,

The Directors have pleasure in presenting their 37th Annual Report on the business and operations of the Company together with the audited financial statements for the financial year ended March 31st, 2019.

1. Financial Performance of the Company

Particulars

(Amount in 000)

2018-19 2017-18
Profit Before Tax & Provision (21040.74) (3,491.51)
Less: Current Tax/ Deffered Tax 1331.70 (274.29)
Profit After Tax available for appropriation (22,372.43) (3,217.22)
Basic / Diluted Earnings Per Share (1.36) (0.195)

2. Dividend

In view of accumulated losses, no dividend is recommended for the Financial Year under reference and no transfer is proposed to be made to Reserves.

3. Transfer Of Unclaimed Dividend To Investor Education And Protection Fund

The provisions of Section 125(5) of the Companies Act, 2013 do not apply on the company as no dividend has been declared during the year.

4. Change in Financial Reporting Standards

The Ministry of Corporate Affairs issued "The Companies (Indian Accounting Standards) Rules, 2015 and amendment thereto "The Companies (Indian Accounting Standards) Amendment Rules, 2016. Further "General instructions for preparation of Balance Sheet and Statements of Profit and Loss of a Company", for compliance and implementation of said rules are also notified by Govt. As per MCA notification, your Company has been updating & implementing new changes in Ind AS issued by Govt from time to time.

5. Brief description of the Companys working during the year/State of Companys affair

The Company, a diversified business entity has great experience in managing and distributing different products in India more than 20 years. The Companys Primary business is trading in Sarees having wide variety of sarees from plain to designer and cotton to silk.

6. Change in the nature of business, if any

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

7. Material Changes and Commitments, if any, affecting the Financial Position of the Company

No material changes and commitments which can affect the financial position of the Company occurred between the end of the financial year of the company and the date of this report.

8. Internal Financial Control Systems and their Adequacy

The Board has adopted policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to the Companys policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial disclosures.

The details in respect of Internal Financial Control Systems and their Adequacy are included in the Management Discussion and Analysis which form part of this report.

9. Details of Subsidiary/Joint Ventures/Associate Companies

The Company does not have any Subsidiary, Joint venture or Associate Company. Hence, statement containing salient features of the financial statement of subsidiaries / associate companies/joint ventures pursuant to first proviso to sub-section (3) of section 129 read with rule 5 of Companies (Accounts) Rules, 2014 under Form AOC-1, is not applicable to the Company.

10. Deposits

The company has neither accepted nor renewed any deposits during the year, covered under Chapter V of the Act.

11. Maintenance of cost records

The Company is not required to maintain cost records as per Section 148(1) of the Companies Act, 2013.

12. Promoters Group Shareholding

As on March 31, 2019, the total shareholding of the Promoters Group of your Company is 2.68 per cent and none of the Promoter/Promoters Group shareholding is under pledge. Further, in compliance with Regulation 31(2) of SEBI Listing Regulations, 2015, the entire shareholding of promoter(s) and promoter group is in dematerialized form.

13. Auditors

M/s Ghosh & Ghosh, Chartered Accountants, (Firm Registration No.: 306020E) were appointed as the Auditors of the Company, to hold office until the conclusion of the Annual General Meeting to be held in the year 2019. Since, the term of the auditor shall expire, your directors proposes to appoint statutory auditor who shall hold office for a period of one term being 5 years commencing from the conclusion of ensuing Annual General Meeting and concluding at Annual General Meeting which shall be held in the year 2024.

The observations made by the Auditors are self- explanatory and do not require any further clarification. Further, the explanations or comments by the Board on every qualification, reservation or adverse remark or disclaimer made by the auditor in his report are given.

14. Secretarial Audit Report

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with corresponding Rules framed thereunder, Priyanka Dhanuka was appointed as the Secretarial Auditors of the Company to carry out the secretarial audit for the year ending 31st March, 2019. There is no qualification, reservation or adverse remark or disclaimer made by the company secretary in the secretarial audit report. The Secretarial Audit Report is annexed to the Board Report.

15. Internal Audit Report

M/S. Rinku Jain & Co, Chartered Accountants, Internal Auditor has submitted a report for the financial year 2018-19 based on the internal audit conducted during the year under review.

The Internal Auditor has not reported any qualification, reservation or adverse opinion during the period under review.

16. Share Capital

A. Issue of equity shares with differential rights

The Company has not issued any of its securities with differential rights during the year under review.

B. Buy Back of Securities

The company has not bought back any of its securities during the year under review.

C. Sweat Equity, Bonus Shares & Employee Stock Option Plan

The company has not issued any bonus shares during the current financial year

D. Preferential Issue of Capital

The company has not issued any shares on preferential basis during the year.

17. Extract of the Annual Return

The extract of the Annual Return pursuant to the provisions of section 92 read with Rule 12 of the Companies (Rules), 2014 is furnished in Annexure A (MGT - 9) and is attached to this Report.

18. Board of Directors and Key Managerial Personnel :

In view of the provisions of Companies Act, 2013 Banwari Lal Mahansaria, Managing Director; Ankita Mahansaria, CFO; and Khushboo Navin Chhatbar, Company Secretary were identified and appointed as Key managerial personnel of the Company.

Changes In Directors And Key Managerial Personnel

A) Yash Saraogi was appointed as Additional Non executive director w.e.f. 13/02/2019.

B) Khushboo Navin Chhatbar was appointed as Company Secretary w-e-f 22/01/2019 and she resigned w.e.f. 22/04/2019

19. Formal Annual Evaluation

In compliance with the Schedule IV of the Companies Act 2013 and regulation 25(3) of SEBI(Listing Obligations and Disclosure Requirements),2015, a meeting of the Independent Directors of the company was held to review and evaluate the performance of the NonIndependent Directors and the chairman of the company taking into account the views of the Executive Directors and Non- Executive Directors, assessing the quality, quantity and timeliness of flow of information between the company management and the Board and also to review the overall performance of the Board.

Further the same was discussed in the Board meeting that followed the meeting of the Independent Directors, at which the performance of the Board, its committees and individual Directors was also discussed. Performance evaluation of Independent Directors was done by the entire Board, excluding the Independent Director being evaluated.

20. Independent Directors

Ms. Manisha Agarwal and Mr. Vikash Gupta, Independent Directors of the Company have given the certificate of independence to the Company stating that they meet the criteria of independence as mentioned under Section 149(6) of the Companies Act, 2013 and the rules made there under and the same have been noted by the Board.

21. Number of meetings of the Board of Directors

5 Meetings of the Board of Directors were held during the financial year 2018-19. These were held on the following dates:

i) 26/05/2018
ii) 13/08/2018
iii) 03/09/2018
iv) 14/11/2018 and
v) 13/02/2019

22. Audit Committee

The Audit Committee of the Board of Directors meets the criteria laid down under Section 177 of the Companies Act, 2013, read with Regulation 18 of Securities and Exchange Board of India (Listing Obligation and Disclosure Requirement) Regulation, 2015 in the terms of reference to the Audit Committee.

Composition of the Audit committee is in accordance with the requirements of section 177 of the Companies Act 2013 which is stated below:

Name Designation
Manisha Agarwal Chairman
Yash Saraogi Member
Vikash Gupta Member

23. Nomination and Remuneration Committee

Composition of the Nomination & Remuneration Committee is in accordance with the requirements of section 178(1) of the Companies Act 2013. The composition is as under:

Name Designation
Manisha Agarwal Chairman
Yash Saraogi Member
Vikash Gupta Member

24. Stakeholders Relationship Committee

Composition of the Stakeholders Relationship Committee is in accordance with the requirement of the provisions of the Companies Act, 2013. The Composition is as under:

Name Designation
Manisha Agarwal Chairman
Yash Saraogi Member
Vikash Gupta Member

25. Corporate Social Responsibility (CSR)

As the company does not have net worth of rupees five hundred crore or more, or turnover of rupees one thousand crore or more or a net profit of rupees five crore or more during any financial year, the disclosures as per Rule 9 of Companies (Corporate Social Responsibility Policy) Rules, 2014 is not applicable.

26. Conservation of energy, Technology absorption and Foreign exchange earnings and Outgo

The provisions of section 134(m) of the Companies Act 2013 regarding the disclosure of particulars of conservation of energy and technology absorption prescribed by the rules are not applicable to our company. The company does not have any Foreign Exchange transactions during the financial year.

27. Order of Court.

There are no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and Companys operation in future.

28. Particulars of Loans, Guarantees or Investments

Details of loans, guarantee or investments made by your Company, if any, under Section 186 of the Companies Act, 2013 during the financial year 2018-19 is appended in the notes to the Financial Statements that form part of this Annual Report.

29. Particulars of Contracts or Arrangements with Related Parties:

The company has no material individual transactions with its related parties which are covered under section 188 of the Companies Act, 2013, which are not in the ordinary course of business and not undertaken on an arms length basis during the financial year 2018-19, there are no transactions to be reported in Form AOC-2 and as such do not form part of this report.

30. Managerial Remuneration:

The Company has incurred loss during the year so the Company has not provided any Managerial Remuneration to the Directors.

Particulars of Employees: Provisions of Section 197 of the Act read with Rule 5(2) & (3) of the Companies(Appointment and Remuneration of Managerial Personnel) Rules, 2014 are not applicable as no employee or Director of the Company was in receipt of such remuneration as prescribed under the said Rules.

31. Corporate Governance and Management Discussion & Analysis Reports

The Corporate Governance Report and Management Discussion & Analysis Report have been annexed with the report.

32. Corporate Governance Certificate

The Corporate Governance certificate from the auditor regarding compliance of conditions of corporate governance as stipulated by SEBI Listing Regulations, 2015 has been annexed with the report.

33. Goods and Service Tax

The Goods and Services tax (GST) is a significant reform in the tax structure of the country to harmonize national market for goods and services and is expected to have a favourable impact on the economy inspite of the implementation challenges.

34. Sexual Harassment Of Women At Work Place

The Company has in place a policy in line with the requirements of The Sexual Harassment of Women at 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. There were nil complaints received during the year under review.

35. Details of establishment of vigil mechanism for directors and employees

Pursuant to sub-section (9) & (10) of section 177 of the Companies Act, 2013, read with rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014, the Company has established a Whistle Blower Policy (Vigil mechanism) for Directors and Employees of the Company to report their genuine concerns or grievances. The policy was approved by the Board of Directors of the Company at its meeting and the Audit Committee was empowered by the Board of Directors to monitor the same and to report to the Board about the complaints in an unbiased manner.

36. Familiarization program for independent directors

In terms of Reg. 25(7) of the SEBI (LODR) Regulations, 2015 the Company is required to conduct the Familiarisation Programme for Independent Directors (IDs) to familiarise them about their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, business model of the Company, etc., through various initiatives. The details of such familiarization programmes are available on the Companys website.

37. Risk management policy

The company does not have any Risk Management Policy as the element of risk threatening the Companys existence is very minimal.

38. Directors Responsibility Statement

Pursuant to Section 134(5) of the Companies Act, 2013, the 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 have 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 and loss of the company for that period;

(c) the directors have 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 have prepared the annual accounts on a going concern basis;

(e) the directors, have laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively, and

(/) the directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

39. Code of conduct for prevention of Insider Trading

The Company has adopted a Code of Conduct for Prevention of Insider Trading, under the SEBI (Prohibition of Insider Trading) Regulations, 2015. The Code lays down guidelines for procedures to be followed and disclosures to be made by insiders while trading in the securities of the Company. Details of dealing in the Companys shares by Designated Persons, if any, are placed before the Audit Committee on a quarterly basis. The Company has also adopted a Code of Corporate Disclosure Practices, for ensuring timely and adequate disclosure of Unpublished Price Sensitive Information by the Company, to enable the investor community to take informed investment decisions with regard to the Companys shares. This Code of Conduct also includes code of practices and procedures for fair disclosure of unpublished price sensitive information which has been made available on the Companys website www.bcommercial. org.

40. Code of Conduct:

The Board has adopted a Policy for code of conduct for all Board members and senior management of the company as their responsibility to understand and follow the Code of Business Conduct. The term senior management means personnel of the company who are members of its core management team excluding Board of Directors. Normally the code of conduct reflects general principles to guide employees in making ethical decisions. This Code outlines fundamental ethical considerations as well as specific considerations that need to be maintained for professional conduct. The Details Code of Conduct is also available at Companys Website at www.bcommercial.org.

41. Acknowledgements

The Directors would like to express their appreciation of the co-operation and assistance received from the shareholders, bankers and other business constituents during the year under review. Your Directors gratefully acknowledge the on-going co-operation and support provided by the Central and State governments and all Regulatory Authorities. Your Directors also place on record their deep sense of appreciation to all employees for their dedicated services rendered at various levels.

For and on behalf of the Board of Directors

Sd/- Sd/-
Banwari Lal Mahansaria Manisha Agarwal
Managing Director Director
(DIN: 06759626) (Din: 06815164)
Place: Kolkata
Date: 25/05/2019