BLS International Services Ltd Directors Report.

To

The Members

BLS International Services Limited

Your Directors take pleasure in presenting the 36th Annual Report on the business and operations of the Company for the financial year ended March 31,2020. This report is being presented along with the audited financial statements for the year.

1. FINANCIAL HIGHLIGHTS

Particulars

Consolidated

Standalone

2019-20 2018-19 2019-20 2018-19
Revenue from Operations 78613.54 80382.79 5312.80 5169.11
Other Income 1298.12 4255.99 2001.99 935.30
Total Revenue 79911.66 84638.78 7314.79 6104.41
Earnings before Interest, Depreciation, Taxation & Exceptional Item(EBIDTA) 9639.67 15097.61 3203.27 2083.95
Less: Interest cost 160.27 1025.25 58.65 73.54
Depreciation 1215.21 1902.67 191.47 150.21
Exceptional 2782.03 - - -
Profit before Tax & Minority Interest 5482.17 12169.69 2953.16 1860.20
Less: Provision for Tax
- Current 763.39 1391.36 640.77 498.26
- Deferred -547.13 252.61 1.11 24.83
- Tax for earlier years 27.97 9.04 4.14 9.04
Profit after Tax ^^¦5237.94 10516.68 2307.14 1328.07

2. REVIEW OF OPERATIONS (FY 2019 - 20)

Consolidated

During the year under review, total revenue decreased by 2.20% y-o-y at H78,613.54 Lakhs as compared to H 80,382.79 Lakhs in the previous year. Earnings before Interest, Depreciation, Taxation & Exceptional Item ("EBIDTA") was at H 9,639.68 Lakhs, registering a fall of 36.15% y-o-y, as compared to H 15,097.61 Lakhs in the previous year. Profit after tax ("PAT") for the year stood at H 5,237.95 Lakhs, decreased by 50.19% y-o-y, as compared to H 10,516.68 Lakhs in the previous year.

Standalone

Total revenue increased by 19.83% y-o-y at H 7,314.79 Lakhs as compared to H 6,104.41 Lakhs in the previous year. EBIDTA was at H 3,203.27 Lakhs, registering a growth of 53.71% y-o-y,

as compared to H 2,083.95 Lakhs in the previous year. PAT for the year stood at H 2,307.14 Lakhs, up by 73.72% y-o-y, as compared to H1,328.07 Lakhs in the previous year.

3. DIVIDEND

During the year under review the Company has given strong and growing financial performance, considering the performance of the company, the Directors have declared interim dividend of 50% (Re. 0.50/- per equity share) on February 01, 2020. Based on the Companys performance, further, your Directors are also pleased to recommend for the approval of the Members a Final Dividend of 50% (Re. 0.50 per equity share) for the financial Year ended March 31, 2020. The final dividend shall be payable post Shareholders approval at the 36thAnnual General Meeting.

Particulars of Dividend Par Value (in H) Dividend Declared (as % of Par Value) Dividend Amount (in H) Beneficial name at the end of business hours on
Final Dividend 0.50 50% 5,12,25,000/- 14th September 2020

The dividend, if declared, by the Members at the forthcoming Annual General Meeting (AGM) shall be paid to the eligible Members of the Company on or after September 25, 2020. The aggregate dividend for the year 2019-2020 shall be 100% (Re. 1/- per share).

4. TRANSFER TO RESERVES:

Consolidated

The closing balance of the retained earnings of the Company for FY 2020, after all appropriation and adjustments was H 38,580.48 Lakhs.

Standalone

The closing balance of the retained earnings of the Company for FY 2020, after all appropriation and adjustments was H 2,922.18 Lakhs.

5. SHARE CAPITAL

During the year under review, there was no change in the Companys issued, subscribed and paid-up equity share capital. On March 31st, 2020, Paid Up share capital stood at H 10,24,50,000/- divided into 10,24,50,000 equity shares of H 1/- each.

6. LISTING AT STOCK EXCHANGE

The shares of the company are listed on the National Stock Exchange, Bombay Stock Exchange and the Metropolitan Stock Exchange and traded on the exchanges under the scrip code given below:

i) NSE Scrip: BLS

ii) BSE Scrip Code: 540073

iii) MSEI Scrip: BLS

The annual listing fees for the current year have been paid to the exchanges.

7. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATES

The consolidated financial statements of the company & its subsidiaries which form part of Annual Report have been prepared in accordance with section 129(3) of the Companies Act, 2013. Further, a statement containing the salient features of the Financial Statements of Subsidiary and Associate Companies in prescribed Format AOC - 1* is annexed herewith as "Annexure - I".

In accordance with Section 136 of the Companies Act, 2013, the Audited Financial Statements, including the Consolidated Financial Statements and related information of the company and its Subsidiaries are available on the website of the Company (http://www.blsinternational.com). These documents will also be available for inspection during the business hours at the Registered Office of the Company. Any member desirous of obtaining a copy of the said Financial Statements may write to the Company.

*The information provided for Associate Companies in Form AOC-1 are based on Figures as provided from 1st January, 2019 to 31st December, 2019. Further there were no significant transaction made by associates during the period under review with the Company

The details of wholly owned subsidiary(s) as on March 31st, 2020 are as follows:

Name of Subsidiary Ownership Status Date of Incorporation / Acquisition Country Line of Business
BLS INTERNATIONAL FZE (Establishment) Wholly Owned (100.0%) 07th September 2011 United Arab Emirates Outsourcing Services
BLS E-SERVICES PRIVATE LIMITED Wholly Owned (100.0%) 12th April 2016 India Citizen Services
BLS IT SERVICES PRIVATE LIMITED Wholly Owned (100.0%) 26th April 2016 India Citizen Services
BLS E-SOLUTIONS PRIVATE LIMITED Wholly Owned (100.0%) 29th April 2016 India Citizen Services
BLS KENDRAS PRIVATE LIMITED Wholly Owned (100.0%) 19th March 2018 India Citizen Services

The performance of the subsidiaries has been discussed in detail in the Management Discussion and Analysis Report, attached separately.

8. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report (MD&A) for the year under review, in compliance with Regulation 34 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (herein after referred to as "SEBI LODR") has been enclosed separately in the Annual Report.

9. LITIGATION

There are no new or outstanding litigation against the Company, as on March 31st, 2020. Since there was no new or outstanding litigation against the Company, no impact on the financial position of the Company need to be reported under this report.

10. AUDITORS

a) Statutory Auditors

M/s SS Kothari Mehta & Co. Chartered Accountants, (FRN - 000468N),New Delhi, were appointed as the Statutory Auditors of the Company by the Shareholders in their meeting held on 19th September, 2018 for a period of 5 years to hold office upto the conclusion of the 39th Annual General Meeting. Pursuant to section 139 of the Act requirement of the ratification of the appointment of Statutory Auditors at every Annual General Meeting has been omitted and accordingly the ratification of the appointment of M/s SS Kothari Mehta & Co. Chartered Accountants, has not been considered.

b) Secretarial Auditors

In terms of Section 204 of Companies Act, 2013 and Rules made thereunder, Dayal & Maur Company Secretaries, were appointed as Secretarial Auditors of the Company for the Financial Year 2018-19 and 2019-20.

C) Details of Internal Auditors

Pursuant to the provisions of Section 138 of the Companies Act, 2013 and rules made thereunder (including any amendment(s), modification(s) or reenactments) thereof for the time being in force), the Board of Directors of the Company, on recommendation of Audit Committee, at their meeting have appointed M/s. Nangia & Co. LLP, Chartered Accountants as Internal Auditors of the Company for the Financial Year 20202021, to conduct Internal Audit of the Company

d) Details of Audit Qualification on Consolidated Financials by Statutory Auditor:

The Auditors Report for the financial year ended 31st March 2020, contain following qualification or reservation or adverse remark:

"We draw attention to Note 3 to the Consolidated financial results, wherein other income includes profit on sale affixed assets (property, plant and equipment) amounting to H 3382.80 lakhs. The Punjab Government has terminated master service agreement with three Indian Subsidiaries (i.e. BLS E-Services Private Limited, BLS E-Solutions Private Limited and BLS IT Services Private Limited) vide its letter dated January 30, 2018. As per the terms of contract, these Companies have to transfer the fixed assets (hardware infrastructure) at the net block (Procurement price less depreciation as per provision of the Companies Act, 2013) of the assets. The Companies have accordingly handed over the hardware infrastructure to the authority and transferred these at the net block based on their understanding of the master service agreement by taking the life of these assets of 5 years and have accounted profit on such transfers. The companies have communicated the basis of arriving at the net block to the authority which is pending final acceptance by them. "

Pending final acceptance by the authority, we are unable to comment on recognition and accounting of profit on sale of fixed assets.

Management View on Audit Qualification:

The Company has physically transferred the fixed assets to the Government of Punjab on termination of the contract. These have been invoiced to the Punjab Government at cost, as defined in the contract, less depreciation provided over the period of the contract. This has been explained to the Punjab Government and waiting for their final approval.

e) Details of observations on Secretarial Audit Report by Secretarial Audito:

The report of Secretarial Auditor has been enclosed in Form MR 3 as Annexure - II. Secretarial Audit Report for the financial year ended 31st March 2020, does contain following observations which are self-explanatory.

1. The Company has not filed the following forms required to be submitted with the Registrar of Companies:

a. Form MGT-14 for the appointment of internal auditor M/s. Nangia & Co LLP which was approved by the board of directors at its meeting held on 6th August, 2019.

b. Forms CHG-1 & MGT-14 with regard to availing facility of H 26,57,965/- from Daimler Financial Services India Private Ltd to purchase vehicle which was approved by the Board of Directors at its meeting held on 27th May, 2019.

2. The Company does not have power to borrow funds as the enabling clause in this respect is not incorporated in its Memorandum of Association.

Management Reply on Secretarial Auditors observations:

1. The Company has inadvertently oversight to file mentioned e-forms with the MCA. However the Company is in process to take necessary action for filing of the abovementioned forms with the MCA.

2. The Company is in process to altering its Memorandum of Association by incorporating enabling clause of power to borrow funds in ensuing 36th Annual General Meeting of the Company to be held on September 21, 2020.

11. PARTICULARS OF LOANS, GUARANTEE OR INVESTMENT UNDER SECTION 186

The details of Loan and Investments and guarantees covered under the provisions of Section 186 of the Act are given in the Notes to the Financials Statements forming part of Annual Report.

12. EXTRACT OF ANNUAL RETURN

In compliance of section 92(3) of the Companies Act, 2013 (the Act) and rule 12(1) of the Companies (Management and Administration) Rules, 2014, extract of Annual Return in prescribed Form MGT-9 is Annexed as Annexure III, which forms part of this Report. The same also available on the website of the Company at https://www.blsinternational.com.

13. AWARD & RECOGNITION

• Received "Quality Excellence Award for the Best Operational Process in Visa Outsourcing" at the World Quality Congress & Awards in July 2019

• Mr. Shikhar Aggarwal - JMD, BLS International, was awarded with Excellence in Business Leadership" at the 10th CMO Asia Awards for Excellence in Marketing and Branding at Pan Pacific, Singapore in November 2019

• Received Indias Most Trusted Visa Outsourcing Services Company for its excellence in visa process outsourcing

and allied services at Indias Most Trusted Companies Award 2019 in August 2019

• Were awarded the Brand Excellence Award in the Visa Outsourcing Service Sector by ABP News for the companys excellence in visa process outsourcing and allied services in November 2019

• Digital Technology Award in Visa Outsourcing Service Sector at the Business Leader Awards in February 2020

14. DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to section 134(5) of the Companies Act 2013, the Directors to the best of their knowledge and ability, hereby confirm that:

(a) in the preparation of the annual accounts for the financial year ended 31st March, 2020, the applicable accounting standards had been followed along with proper explanation relating to material departures;

(b) they 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 to the best of their knowledge and ability for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(d) they have prepared the Accounts for the financial year ended 31st March, 2020 on a going concern basis;

(e) they have laid down internal financial controls to be followed by the Company and such internal Financial Controls are adequate and were operating effectively.

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

15. DISCLOSURE ON COMPLIANCE WITH SECRETARIAL STANDARDS

The Institute of Company Secretaries of India, a Statutory Body, has issued Secretarial Standards on various aspects of corporate law and practices. The Company has devised proper system to ensure compliance with the provisions of all applicable Secretarial Standards issued by the Institute of Company Secretaries of India and that such systems are adequate and operating effectively.

16. DIRECTORS AND KEY MANAGERIAL PERSON

i. Inductions, Re-appointments, Retirements & Resignations

During the year under review, the change in Board composition occurred due to retirement of Mr. Nikhil Gupta

from the post of Managing Director of the Company on 12th August 2019 upon expiration of term of appointment. Mr. Rakesh Amol was appointed as Managing Director of the Company w.e.f. 13th August 2019. Mr. Surinder Singh Kohli resigned from the office of Independent Director of the Company on 2nd September 2019. Mr. Rakesh Amol resigned from the office of Managing Director of the Company on 31st January, 2020 and Mr. Nikhil Gupta was appointed as Managing Director for a period of three years w.e.f. 1st February, 2020. Mr. Karan Aggarwal was re-appointed as Executive director for a period of three years w.e.f. June 13, 2020.

Further, during the year there were changes in the Key Managerial Person (KMP) of the Company. The details are herein below:

1. Mr. S.K. Sharma resigned from the position of Chief Financial Officer of the Company on 09th April 2019. The Board appointed Mr. Amit Sudhakar as the Chief Financial Officer (CFO) of the Company in the Board Meeting held on 06th August 2019.

2. Ms. Archana Maini resigned from the position of Company Secretary of the Company on 31st March 2020.

ii. Declaration by Independent Directors

The Company has received Certificate of Independence (declaration) from all Independent Directors that they meet the criteria of independence as laid down in Section 149(6) of the Companies Act, 2013 and regulation 25 of SEBI LODR.

The Company keeps a policy of transparency and arms length while dealing with its Independent Directors.

iii. Familiarization Programme for the Board of Directors

The Company conducts induction programme for every new director to provide them an opportunity to familiarize with the Company and its policies. The Company makes presentations to the new directors including but not limited to the Companys strategy, operations, product and service offering, market, organization structure, finance, human resources, technology, quality, facilities, risk management and insider trading laws. The Company issues a formal letter of appointment to the Independent Directors, outlining their role, function, duties and responsibilities, the format of which is available on the Companys website at https://www.blsinternational.com.

17. BOARD & COMMITTEE MEETINGS

a) Board Meetings:

The Board met 4 (Four) times during the financial year 2019-20. The details of the Board Meetings and the attendance of the Directors thereat are given in the Corporate Governance Report, appearing as a separate section in this Annual Report.

b) Committee Meetings:

During the year under review, the Board has 5 (Five) Committees viz: Audit Committee, Nomination &

Remuneration Committee, Stakeholder Relationship Committee, Corporate Social Responsibility Committee (CSR) and Risk Management Committee. A detailed note of the Committee Meetings and the attendance of its members are given in the Corporate Governance Report, appearing as a separate section in the Annual Report.

18. PARTICULARS OF REMUNERATION OF DIRECTORS, KEY MANAGERIAL PERSONNEL AND EMPLOYEES

Pursuant to Section 197 (12) of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2015, it is necessary to disclose the ratio of remuneration of each director to the median employees remuneration.

1. The ratio of the remuneration of each director to the median remuneration of the employees of the company for the financial year;

S.no. Name Designation Ratio of Remuneration of each director of the Median Remuneration of Employees
1 Mr. Sarthak Behuria Independent Director NA
2 Mr. Surinder Singh Kohli Independent Director NA
3 Mr. Ram Prakash Bajpai Independent Director NA
4 Ms. Shivani Mishra Independent Director NA
5 Mr. Nikhil Gupta Managing Director 18
6 Mr. Shikhar Aggarwal Joint Managing Director 22
7 Mr. Karan Aggarwal Executive Director 11

2. The percentage increase in remuneration of each director, Chief Financial Officer, Chief Executive Officer, Company Secretary or Manager, if any, in the financial year;

S.no. Name of Key Managerial Person Designation % increase in Remuneration
1 Mr. Shikhar Aggarwal Joint Managing Director 13.33% (From annual salary of H 60,00,000/- to H 68,00,000/- w.e.f. 1.4.2019)
2 Mr. Rakesh Amol (till 31.01.2020) Managing Director No change
3 Mr. Nikhil Gupta (w.e.f. 01.02.2020) Managing Director No change
4 Mr. Karan Aggarwal Executive Director No change
5 Ms. Archana Maini (till 31.03.2020) Company Secretary No change
6 Mr. S. K. Sharma (till 09.04.2019) CFO No change
7 Mr. Amit Sudhakar CFO No change

3. The median remuneration of the employees of the company during the financial year was H 26914 per month. The percentage increase in the median remuneration of employees in the financial year: The median remuneration of employees in previous year and current year varied due to increase in permanent employees on the rolls of company in the current year.

4. The numbers of permanent employees on the rolls of company were 224 as on 31st March, 2020.

5. It is hereby affirmed that the remuneration paid during FY 2020 is as per the remuneration policy of the company.

6. The Net Worth of the Company as on 31st March, 2020 and previous financial year are as follows:

Standalone

S.no. Particulars As on March 2020 As on March 2019 Variation %
1 Net Worth 4160.59 3379.50 781.09 23.11

Consolidated

(H In Lakhs)
S.no. Particulars As on March 2020 As on March 2019 Variation %
1 Net Worth 42845.83 37204.39 5641.44 15.16%

19. PERFORMANCE EVALUATION OF THE BOARD, ITS COMMITTEES AND INDIVIDUAL DIRECTORS

Pursuant to the provisions of the Companies Act, 2013 and Regulation 17 of the SEBI LODR, the Board has carried out an annual performance evaluation of its own performance, Board Committee and of individual Directors. The Board of Directors expressed their satisfaction with the evaluation process.

The Board of Directors also evaluated the functioning/ performance of Audit Committee, Stakeholders Relationship Committee, Nomination & Remuneration Committee, CSR Committee, Committee of Directors and expressed satisfaction with their functioning/performance.

In a separate meeting of Independent Directors, performance of Board as a whole, performance of Committee(s) of the Board, performance of the Chairman, performance of Independent Directors and performance of Executive Directors was evaluated through a structured questionnaire which was prepared after taking into consideration inputs received from the Directors.

20. MANAGEMENT OF RISK OF FRAUD, CORRUPTION AND UNETHICAL BUSINESS PRACTICES

Whistle Blower Policy/Vigil Mechanism

In compliance with the requirement of the Companies Act, 2013 and SEBI LODR, the Company has established Whistle Blower Policy / Vigil mechanism policy which has been disseminated to all the Directors, Officers, Employees and they are free to raise to concerns regarding any discrimination, harassment, victimization, fraud or any other unfair practice being adopted against them. The policy is made to ensure that complaints are resolved quickly in an informal and conciliatory manner, confidentiality is maintained and both the complainant and the person against whom the complaint is made are protected. The same is placed on the website of the Company. (http://www.blsinternational.com).

21. RISK MANAGEMENT

The Company has a system in place for identification of elements of risk which are associated with the accomplishment of the objectives, operations, development, revenue and regulations and appropriate measures are taken, wherever required, to mitigate such risks beforehand. As per SEBI LODR, constitution of Risk Management Committee for enforcing Risk Management Policy is not applicable to the Company, but the Company has willingly formed a Risk Management Committee whose mandate is as below:

• Framing of Risk Management Plan and Policy.

• Overseeing implementation of Risk Management Plan and Policy.

• Monitoring of Risk Management Plan and Policy.

• Validating the procedure for Risk Minimization.

• Periodically reviewing and evaluating the Risk Management Policy and practices with respect to risk assessment and risk management processes

The major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuous basis. The development and implementation of Risk Management Policy has been covered in Management Development & Analysis Report, which forms part of Annual Report.

22. DISCLOSURE AS REQUIRED UNDER SECTION 22 OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

BLS as an organization is committed to provide a safe and healthy environment to all the employees and thus does not tolerate any discrimination and/or harassment in any form. In order to comply with provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and Rules framed thereunder, the Company has formulated and implemented a policy on prevention, prohibition and redressal of complaints related to sexual harassment of women at the workplace. The same is placed on the website of the Company. (http:// www.blsinternational.com).

As per the provisions of sections 21 and 22 of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, the report on the details of the number of cases filed under sexual harassment and their disposal is as under:

Number of cases pending as on the beginning of the financial year: NIL

Number of complaints filed during the year: NIL

Number of cases pending as on the end of the financial

year: NIL

The Company has also constituted an Internal Complaints Committee (ICC) in all the development centres of the Company across India to consider and resolve all sexual harassment complaints reported by women. The committee also includes external members with relevant experience. Half of the total members of the ICC are women pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

23. NOMINATION AND REMUNERATION POLICY

In terms of provisions of the Section 178 of the Companies Act, 2013 and the Regulation 19 of the SEBI LODR, as amended from time to time, the Board of Directors has

framed a Nomination and Remuneration Policy which lays down a framework in relation to appointment and remuneration of Directors, Key Managerial Personnel and Senior Management of the Company. The Policy broadly lays down the guiding principles, philosophy and the basis for payment of remuneration to Executive and Nonexecutive Directors (by way of sitting fees and commission), Key Managerial Personnel, Senior Management and other employees. The policy also provides the criteria for determining qualifications, positive attributes and Independence of Director and criteria for appointment of Key Managerial Personnel / Senior Management and performance evaluation which are considered by the Nomination and Remuneration Committee and the Board of Directors while making selection of the candidate

The above policy has been placed on the website of the Company at (http://www.blsinternational.com).

24. DIVIDEND DISTRIBUTION POLICY

As required under Regulation 43A of SEBI LODR, the Company has formulated a Policy on Dividend Distribution. This Policy can be viewed on the Companys website at https://www. blsinternational.com.

25. CORPORATE SOCIAL RESPONSIBILITY (CSR)

The Company has formulated the CSR policy in terms of provision of section 135(4) of the Companies Act 2013 read with Rule 6 of the Companies (Corporate Social Responsibility Policy) Rules, 2014 to undertake CSR activities as specified in Schedule VII of the Act.

During the year under review, the Company has spent H 24,00,000/- (Rupees Twenty Four Lakhs only) on CSR activity. The CSR Policy has been placed on the website of the Company at (http://www.blsinternational.com).

26. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

All Related Party Transactions that were entered during the F.Y. ended on March 31st 2020 were on Arm Lengths Basis and in Ordinary course of business under Section 188 of Companies Act 2013. As per the SEBI LODR, all related party transactions have been placed before the Audit Committee for their approval. Further omnibus approval of the Audit Committee has been obtained for the transactions which are of foreseen and repetitive nature.

The particulars of contracts or arrangement with related parties referred to in Section 188(1) of the Companies Act, 2013, as prescribed in form AOC-2 of the rules prescribed under Chapter IX relating to Accounts of the Companies under the Companies Act, 2013 is appended as Annexure- IV.

The Related Party Transaction Policy has been placed on the website of the Company at (http://www.blsinternational.com)

27. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has designed a proper and adequate internal control system to ensure adherence to Companys policies, safeguarding of its assets, prevention and detection of frauds and errors and accuracy and completeness of accounting records.

The Statutory and Internal Auditors routinely conduct system check and audit and give their report after evaluation of the efficacy and adequacy of internal control system including controls with respects to the financial statements, its compliance with operating systems, accounting procedures and policies in the Company. Based on the report of Internal Audit the departments undertake corrective action in their respective areas and thereby strengthen the controls. The significant audit observations and corrective actions thereon are presented to the Audit Committee of the Board.

28. FIXED DEPOSITS:

During the year under review, your Company has neither accepted nor renewed any deposits from the public within the meaning of Section 73 of the Act and the Companies (Acceptance of Deposits) Rules, 2014.

29. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The Company always endeavors to reduce energy consumption and achieve conservation of resources. However, since your Company does not own any manufacturing facility / production plants and is not engaged in the real estate activities, the requirements pertaining to disclosure of particulars, relating to Conservation of Energy, Research & Development and Technology Absorption, as prescribed under the Companies (Disclosure of particulars in the Report of Board of Directors) Rules, 1988, are not applicable.

The information regarding Foreign Exchange earnings and outgo during the year is as below:

S. no. Name Year ended March 31st 2020 (in Lakhs)
1. Foreign Exchange Earned 4604.62
2. Foreign Exchange Used 72.70

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT:

The WHO declared novel coronavirus (COVID 19) outspread Pandemic, responding to which the various governments across the world including Govt. Of India has taken serious

measures to contain the spread the Virus by imposing " Nationwide Lockdowns" which have been extended, from time to time.

Impact of the Lockdown has majorly affected on the business of International Travels and therefore our Visa Services operations have been severally affected since the last fortnight of March 2020. The Operations of Punjab Seva Kendra were also disrupted due to imposition of Curfew by Punjab State Government.

The Company has realigned its various expenses of the Company by rationalising the Salary of employees and Rental Expenses to the minimum level by renegotiating the rentals terms in order to mitigate the impact of Covid -19 on financials of the Company

With the partial lifting of lockdown, the company has started reopening its offices in a phased manner with limited workforce following required social distancing norms and various advisories/ guidelines released by various Governments. The Passport and Consular services are expected to restart from August 2020 onwards in selected countries as per the directives of the respective Governments.

The Company expects the demand for its services to pick up though at moderate pace once worldwide lockdown is lifted.

The Company has no other material changes and commitments affecting the financial position of the Company occurred between the end of the financial year to which this financial statements relate on the date of this report.

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

30. DETAILS IN RESPECT OF FRAUD REPORTED BY AUDITORS:

Pursuant to provisions of Section 143 (12) of the Companies Act, 2013 there were no frauds reported by the Auditors of the Company during the year under review, to the Audit Committee or the Board of Directors, as such there is nothing to report under Section 134 (3) (ca) of the Companies Act, 2013.

31. CORPORATE GOVERNANCE REPORT

In compliance with the provisions of Regulation 34 of the SEBI LODR read with Schedule V to the said Regulations, the Corporate Governance Report of your Company along with a Certificate on Corporate Governance received from CS Dasvinder Kaur, Company Secretary in Practice, having their office at Off.No.84, First Floor, Amrit Plaza Complex Surya Nagar, Ghaziabad U.P.-201011, confirming compliance with the conditions of corporate governance, is attached to Corporate Governance Report.

32. ACKNOWLEDGEMENT

Your Board acknowledges the support and co-operation received from all its stakeholders including our dear shareholders as well as regulatory authorities of the Central Government and all State Governments in India as they endeavor to create an enabling environment for industry and commerce to prosper.

Your Company has been able to perform better with the continuous improvement in all functions and areas which coupled with an efficient utilization of the Companys resources led to sustainable and profitable growth of the Organization.

Your Directors wish to place on record their appreciation for the continuous assistance, support and co-operation received from all the employees, stakeholders viz. financial institutions, banks, governments, authorities, shareholders, clients, vendors, customers and associates.

For and on behalf of the Board
BLS International Services Limited
Sd/- Sd/-
Nikhil Gupta Shikhar Aggarwal
Managing Director Joint Managing Director
DIN: 00195694 DIN: 06975729
Date: 29.07.2020
Place: New Delhi