To The Members,
Your Directors is pleased to present the 53rd Annual Report together with
the Audited Standalone Financial Statements of the Company for the financial year ended on
31st March 2024.
1. Financial Summary
Key highlights of the financial results of your Company prepared as per the Indian
Accounting Standards ("Ind-AS") for the financial year ended March 31,2024 are
as under:
|
|
|
|
(Rs. in Crore) |
| Particulars |
For the year ended |
|
31.03.2024 |
31.03.2023 |
| Turnover - a) Domestic |
288.10 |
|
231.51 |
|
| - b) Exports |
378.35 |
666.45 |
240.23 |
471.74 |
| Profit before Interest, Depreciation and Tax |
|
65.96 |
|
54.39 |
| Less : Financial Expenses |
|
32.77 |
|
18.82 |
| Profit before Depreciation and Tax |
|
33.19 |
|
35.57 |
| Less : Depreciation &Amortisation |
|
18.26 |
|
10.86 |
| Profit before Tax & Exceptional Item |
|
14.93 |
|
24.71 |
| Less : Exceptional Item |
|
- |
|
2.15 |
| Profit before Tax |
|
14.93 |
|
22.56 |
| Taxation - Current Tax |
|
- |
|
4.27 |
| - Deferred Tax |
|
3.70 |
|
1.38 |
| Profit after Tax |
|
11.23 |
|
16.91 |
2. Operational Overview
The division wise performance is as under:
|
(Rs. in Crore) |
| Particulars |
for the year ended |
|
31.03.2024 |
31.03.2023 |
|
Qty. |
Value |
Qty. |
Value |
| a) fabrics (Lakh Mtrs.) |
|
|
|
|
| - Domestic |
86.11 |
135.73 |
87.54 |
150.82 |
| - Exports |
100.85 |
202.10 |
95.39 |
202.65 |
| total |
186.96 |
337.83 |
182.93 |
353.47 |
| b) Yarn ( MT) |
|
|
|
|
| - Domestic |
3943 |
131.56 |
1856 |
62.07 |
| - Exports |
6625 |
166.46 |
1034 |
35.50 |
| total |
10568 |
298.02 |
2890 |
97.57 |
| c) Readymade Garments (No. of Pcs.) |
|
|
|
|
| - Domestic |
1281 |
0.18 |
12911 |
0.48 |
| Total |
1281 |
0.18 |
12911 |
0.48 |
| d) Power |
|
|
|
|
| Generation (Lakh Units) |
27.05 |
1.06 |
25.35 |
0.99 |
| e) Job Work |
|
19.58 |
|
17.14 |
| f) export Incentives |
|
9.78 |
|
2.09 |
| grand total |
|
666.45 |
|
471.74 |
During the fiscal year, your company was confronted by high inflationary trends
impacting nearly all costs including cotton, packaging, fuel, and logistics and overall
operation but due to prudence of your Directors, strong budgets and control measures and
optimum use of inventory, the Company has managed to partially offset the challenge.
As the result of all these measures, your Company recorded a turnover of Rs.666.45
Crore as against a turnover of Rs.471.74 Crore of previous year.
The Company has achieved profitability of Rs.11.23 crores as against '16.91 crores in
the previous financial year.
3. Modernization and Expansion
Your Directors take pleasure in informing the members that during the year under
review, your Company had installed 2 MW Roof top Solar Power Plant for Rs.6.85 Crores
under modernization programme. It improves the overall efficiency of production and better
utilization of installed capacity resulting to higher profitability.
Your Directors are hopeful that the above modernization, expansion and diversification
programme will lead to significant growth in the turnover and profitability of the
Company.
4. exports
The Company's Export turnover during the year was Rs.378.35 Crores as against previous
year Rs.240.23 Crores, resulting in increase by 57%.
5. Outlook for company's Activities
The outlook of Company's activities looks bright as it continues to focus on value
addition, improved efficiency, modernization and integrated operations. In Exports, the
company is exploring new markets in Africa, Australia, Europe, USA, Canada, South Korea,
Taiwan, Bangladesh, Brazil and other Latin American countries and increasing the volumes
in existing markets. In Domestic Marketing, the Company is focusing on Furnishing/
RMG/Institutional segments apart from introducing new ranges.
6. Dividend
Your Directors recommend a dividend @ 10 % i.e. Rs.1.00 per Equity Share of Rs.10/-
each for the year ended on 31st March, 2024. This will absorb an amount of
Rs.102.92 Lakhs. A proposal for confirmation of the dividend for the year ended 31 st
March, 2024 shall be placed before the shareholders at the ensuing Annual General Meeting.
The dividend, if approved by the Shareholders in the Annual General Meeting (AGM) will be
subject to deduction of tax at source ("TDS") at applicable rates.
7. credit Ratings
During the period under review, India Ratings and Research (Rating Agency) has revised
the ratings with changes in outlook as follows:
india Ratings & Research
| s. No. |
instrument Type |
Rating/Outlook |
| 1. |
Term loan |
IND BBB-/Stable |
| 2. |
Fund-based working capital facilities |
IND BBB-/Stable/IND A3 |
| 3. |
Non-fund-based facilities |
IND A3 |
8. Contribution to Exchequer
Your Company has contributed an amount of '28.78 Crores as against previous year
Rs.28.31 Crores in terms of Taxes & Duties to the Exchequer.
9. Management Discussion and Analysis Report
Management Discussion and Analysis Report for the year under review, as stipulated
under the Securities and Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015 ("Listing Regulations"), is presented in a
separate section, forming part of the Annual Report.
10. Green Movement and sustainability
The Company has been committed to Green operations for Decades.
green generation data for the Year 2023-24
| A) |
Total unit consumption for 2023-24 |
619.98 Lakhs Kwh |
| B) |
Green generation |
|
|
Solar plant (4.21 mw) |
64.32 Lakhs kwh |
|
Total generation ( solar ) |
64.32 Lakhs kwh |
| c) |
Total green generation % age |
10.37% |
Zero Liquidation discharge: The Company has been operating at Zero Liquidation
Discharge since 2015. The Company has also obtained Zero Discharge for Hazardous Chemicals
programme (ZDHC) certificate.
Vegan Certificate: The Company is one of the few Textile Companies having Vegan
Certificate from Switzerland.
Recycled Raw Materials: The Company is continuously focusing on using Recycled
Polyester staple fiber as a part of Global sustainability movement. In the year 2023- 24,
the Company's 69% of Fiber consumption was of Recycled Fibers and 56% of Fiber consumption
was of Recycled Cotton.
Thus, the Company is transforming in to a Green Company due to:
Agro-Fuel: The Process House Division of the Company has changed over to the Agro- Fuel
from Fossil Fuels resulting saving of 20000.77 MT of CO2 emissions.
Thus, the Company is transforming in to a Green Company due to:
a) Zero liquid discharge.
b) Zero discharge for Hazardous Chemicals.
c) Use of Agro- Fuel in Boiler and Thermopack.
d) More than 12% of energy by renewal sources
e) More than 56% use of Recycled Synthetic Fibers.
11. Annual Return
Pursuant to Section 92(3) read with Section 134(3) (a) of the Companies Act, 2013 a
Copy of the Annual Return is available on the website of the company at the web-link as:
https://www.bslltd. com/investors
12. statutory Auditors
M/s SSMS & Associates, Chartered Accountants (FRN: 019351C) were appointed as
Statutory Auditors of your Company at the AGM held on September 28, 2022 for a second term
of five consecutive years from conclusion of 52nd AGM till the conclusion of
the 56th AGM to be held in calendar year 2027. Further, M/s SSMS &
Associates have confirmed their independence and eligibility under the provisions of the
Companies Act, 2013 and Listing Regulations.
The report of the Statutory Auditors along with notes to Schedules is enclosed to this
Report. The observations made in the Auditors' Report are self-explanatory and therefore
do not call for any further comments.
13. secretarial Auditors
Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has
appointed M/s V. M. & Associates, Company secretaries, Jaipur, (FRN: P1984RJ039200) to
undertake the Secretarial Audit of the Company. Further, M/s V. M. & Associates have
confirmed their independence and eligibility under the provisions of the Act and Listing
Regulations. The Secretarial Audit Report for financial year 2023-24 in Form MR -3 is
enclosed herewith as Annexure i. There are no reservations, qualifications, adverse remark
or disclaimer contained in the Secretarial Audit Report.
14. internal Auditors
Pursuant to Section 138 of the Companies Act, 2013 read with The Companies (Accounts)
Rules, 2014, the Company has appointed M/s A.L. Chechani & Co., Chartered Accountants
(FRN: 05341C) as the internal auditors of the Company for the financial year 202324. The
role of internal auditors includes but not limited to review of internal audit
observations and monitoring of implementation of corrective actions required, reviewing of
various policies and ensure its proper implementation, reviewing of SOPs and their
amendments, if any.
15. Maintenance of cost Records
The Company has maintained required cost accounts and records as prescribed under
sub-section (1) of section 148 of the Companies Act, 2013.
16. cost Auditors
Pursuant to Section 148 of the Companies Act, 2013 read with Rule 6(2) of the Companies
(Cost Records and Audit) Rules, 2014 as amended from time to time, your Company has been
carrying out audit of cost records relating to Textile Divisions every year.
The Board of Directors, on the recommendation of Audit Committee, has appointed M/s
N.D. Birla & Co., Cost Accountants, (FRN: 000028) as Cost Auditor to audit the cost
accounts of the Company for the financial year 2024-25. As required under the Companies
Act, 2013, a resolution seeking member's approval
for ratification of the remuneration payable to the Cost Auditor forms part of the
Notice convening the Annual General Meeting.
17. Reporting of frauds by auditors
During the year under review, the Statutory Auditors, Secretarial Auditors, Internal
Auditors and Cost Auditors have not reported to the audit committee, under Section 143
(12) of the Companies Act, 2013, any instances of fraud committed against the Company by
its officers or employees, the details of which would need to be mentioned in the Board's
report.
18. Conservation of Energy, Technology Absorption and Foreign Exchange earnings and
Outgo
The information on conservation of energy, technology absorption and foreign exchange
earnings and outgo stipulated under Section 134(3) (m) of the Companies Act, 2013 read
with Rule 8 of the Companies (Accounts) Rules, 2014, is enclosed herewith as per Annexure
ii.
19. Particulars of Loans given, Guarantees given, investments made and securities
provided
During the year under review, the Company has not given any Loans, Guarantees,
Investments and Securities covered under the provisions of section 186 of the Companies
Act, 2013.
20. contracts and Arrangements with Related Parties
All related party transactions that were entered into during the financial year were on
an arm's length basis and were in the ordinary course of business. There are no materially
significant related party transactions made by the Company with promoters, Directors, key
managerial Personnel or other designated persons which may have a potential conflict with
the interest of the Company at large. All Related Party Transactions are placed before the
Audit Committee as also the Board for approval.
The policy on Related Party Transactions as approved by the Board is uploaded on the
Company's website at the web link as: https:// staticl
.squarespace.com/static/6206a24e38ca4200c0141c78/t/
6304b6bf8c53cd3d6e72b49b/1661253314155/BSL-Related- Party-Transaction-Policy.pdf
Particulars of Related Parties contracts or arrangements u/s section 188 of the
Companies Act, 2013 are given in Form AOC-2 and enclosed herewith as per Annexure iii.
21. internal financial controls
The Internal Financial Controls with reference to financial statements as designed and
implemented by the Company are adequate. During the year under review, no material or
serious observations has been received from the Statutory Auditors and the Internal
Auditors of the Company on the inefficiency or inadequacy of such controls.
22. internal control systems
The Company has adequate Internal Control Systems, commensurate with the size, scale
and complexity of its operations. The Audit committee quarterly reviews the Executive
summary on the internal audit findings along with the recommendations and management
comments. Further, the Action Taken Report/ Compliances as discussed in the previous
meeting is placed in the next meeting along with the detailed report. The Internal
Auditors also ensure proper compliance of all policies and
Standard Operating Procedures (SOPs) adopted by the Company. Based on the report of
Internal Auditors, management undertakes corrective action in their respective areas and
thereby strengthens the controls.
23. Vigil Mechanism/ Whistle Blower Policy
The Company has a vigil Mechanism named Whistle Blower policy to deal with instance of
fraud and mismanagement, if any. The Details of the Whistle Blower Policy is explained in
the Corporate Governance Report and also posted on the Company's website at the web link
as: https://static1.squarespace.com/
static/6206a24e38ca4200c0141c78/t/63f0bb3f5deaf66a981baab 9/1676720960354/6. +
Whistle-Blower-Policy.pdf
None of the personnel of the Company have been denied access to the Audit Committee.
During the year, the Company has not received any Whistle Blower Complaints.
24. Nomination & Remuneration Policy
The Nomination and Remuneration Committee recommended the 'Nomination and Remuneration
Policy' of the Company which was duly approved by the Board. The Policy reflects on
certain guiding principles of the Company such as the level and composition of
remuneration is reasonable and sufficient to attract, retain and motivate employees of the
quality required to run the Company successfully, Relationship of remuneration to
performance is clear and meets appropriate performance benchmarks and Remuneration to
Directors, Key Managerial Personnel and Senior Management involves a pay reflecting short
and long term performance objectives appropriate to the working of the Company and its
goals. It also lay down the criteria for performance evaluation of Independent Directors
and other Directors, Board of Directors and Committees of the Board of Directors. The same
has been posted on company's Website and can be accessed via Link
https://static1.squarespace.com/ static/6206a24e38ca4200c0141c78/t/6304b69d7926221eaad d3
76d/16612532 78802/BSL-Nomination-and-Remuneration- Policy.pdf
25. corporate social Responsibility
"During the Financial Year 2023-24, the amount required to be spent by the Company
under its CSR obligations was less than Rs.50 Lakhs, hence, as per the provisions of Sec.
135 of the Companies Act, 2013, the Company is not required to constitute CSR committee
and the functions of such committee are discharged by the Board of Directors of the
Company."
During the current year, the company has incurred expenditure of Rs.26.71 lakhs on CSR
activities.
The details of amount spent and its terms of reference are set out in the Corporate
Governance Report forming part of the Board's Report. Details about the CSR policy and
initiatives taken by the Company on CSR during the year are available on the Company's
website at the web link as: https://www.bslltd.com/
The Annual Report on our CSR activities is enclosed herewith as per Annexure iV.
26. committees
The Company has constituted Audit Committee, Nomination & Remuneration Committee,
Stakeholders Relationship Committee and Share Transfer Committee. The details of the
committees
have been given in the Corporate Governance Report which is integral part of the
Board's Report. All the recommendations of the Audit Committee were accepted by the Board.
No employee was denied access to the Audit Committee.
27. Meetings
During the year, Four Board meetings were held, the dates being 08th May,
2023, 09th August, 2023, 06th November, 2023, and 10th
February, 2024. The intervening gap between the meetings was within the period prescribed
under the Companies Act, 2013, Secretarial Standards-1 issued by Institute of Company
Secretaries of India (ICSI) on Meeting of the Board of Directors and SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015.
28. Directors & Key Managerial Personnel
1. change in directors
a. Shri Arun Churiwal, (DIN: 00001718) and Shri Ravi Jhunjhunwala (DIN: 00060972)
Directors will retire by rotation at the ensuing Annual General Meeting and being
eligible, offers themselves for reappointment. The Board recommends their re-appointment.
b. Shri Shekhar Agarwal, (DIN: 00066113) and Shri Praveen Jain (DIN: 09196198)
Directors retired by rotation and re-appointed at previous Annual General Meeting held on
28th September, 2023.
c. Shri Amar Nath Choudhary (DIN: 00587814), Shri Sushil Jhunjhunwala (DIN: 00082461),
Shri Giriraj Prasad Singhal (DIN: 00331849) and Mrs. Abhilasha Mimani (DIN: 06932590) were
Independent Directors of the Company since 2014. The second term of all above mentioned
Independent Director of the Company ended on 31st March 2024. Accordingly, they have been
ceased to be a Director of the Company.
The Board places on record its sincere appreciation, for their valuable contribution
& guidance during their term as Independent directors.
d. Based on recommendation of the Nomination and Remuneration Committee in its meeting
held on 02nd November, 2023, the Board of Directors at its meeting held on 06th November
2023, appointed Shri Hemant Kamala Jalan (DIN: 00080942), Shri Avinash Todi (DIN:
01970390) and Mrs. Aarti B Aggarwal (DIN: 00152346), as Additional Directors in the
category of Independent Director with effect from 06th November 2023 for a period of 5
years subject to the approval of shareholders. The shareholders approved the appointment
of all three directors as Independent Director through postal ballot on 20th January,
2024.
Shri Hemant Kamala Jalan holds an undergraduate degree from Indian Institute of
Technology Kanpur, a graduate degree from Stanford University and an MBA from The
University of Chicago. He is a founder of Indigo Paints Ltd and has experience of more
than 23 years. He has been an entrepreneur for most of his professional life. He was
previously associated with
AF Ferguson & Co (1980-82) and Sr. Vice President at Vedanta Group of Industries
(1996-99). He is also on the Board of Halogen Chemicals Pvt. Ltd., Apple Chemie (India)
Private Limited and Zeus Numerix Pvt. Ltd.
Shri Avinash Todi has completed his Bachelor of Engineering in Computer Science and
holds a rich experience of over 17 years. He is having technical inclination towards
latest IT technologies and Artificial Intelligence and Internet of Things.
Mrs. Aarti B Aggarwal has completed her BA in Political Honours and has vast experience
of more than 30 Years in the Leather Garments Industry.
Your Board of Directors believes that Shri Hemant Kamala Jalan, Shri Avinash Todi and
Mrs. Aarti B Aggarwal are having requisite integrity, expertise, specialized knowledge,
experience, proficiency and their appointment on the Board will support in broadening the
overall expertise of the Board and will bring wide experience.
e. Based on recommendation of the Nomination and Remuneration Committee in its meeting
held on 24th November, 2023, the Board of Directors through Circular Resolution on 1st
December, 2023, appointed Shri Kunal Jhunjhunwala (DIN: 00752437), as an Additional
Director in the category of Independent Director with effect from 1st December, 2023 for a
period of 5 years subject to the approval of shareholders. The shareholders approved the
appointment of Mr. Kunal Jhunjhunwala as Independent Director through postal ballot on
20th January, 2024.
Shri Kunal Jhunjhunwala is a Director of Concord Nonwoven Industries Pvt. Ltd. and has
experience of more than 25 years. He has been an entrepreneur for most of his professional
life. His experience is very useful for the company.
Your Board of Directors believes that the Shri Kunal Jhunjhunwala has the requisite
integrity, expertise, specialized knowledge, experience, proficiency for appointment as
Independent Director in the Company.
f. The tenure of Shri Arun Churiwal as Whole time Director designated as Chairman will
expire on 31st August, 2024. Based on his performance evaluation and on the recommendation
of Nomination and Remuneration Committee, the Board recommends his re-appointment for
another term of 3 Years from 01st September, 2024 to 31st August, 2027.
g. The tenure of Shri Nivedan Churiwal as Managing Director will expire on 25th July,
2024. Based on his performance evaluation and on the recommendation of Nomination and
Remuneration Committee, the Board recommends his re-appointment for another term of 3
Years from 26th July, 2024 to 25th July, 2027.
h. The tenure of Shri Praveen Jain, Whole Time Director designated as Director
(Operations) will expire on 6th June, 2024. Based on his performance evaluation and on
the recommendation of Nomination and Remuneration Committee, the Board recommends his
re-appointment for another term of 3 Years from 07th June, 2024 to 06th June, 2027
i. The tenure of Shri Jagdish Chandra Laddha as an Independent Director will expire on
09th February, 2025. Based on the performance evaluation and on the recommendation of
Nomination and Remuneration Committee, the Board of Directors in their meeting held on
20th May, 2024 approved his re-appointment for second term of 5 years commencing from 10th
February, 2025 after taking into consideration the skills, expertise and competencies
required for the Board in the context of the business of the Company. Further, his
re-appointment is subject to shareholders approval at the ensuing Annual General Meeting.
A brief profile of Shri Arun Churiwal, Shri Nivedan Churiwal, Shri Praveen Jain and
Shri Jagdish Chandra Laddha, together with other related information required under
Regulation 36 of the SEBI Listing Regulations and Secretarial Standard-2 has been
furnished in the Notice convening the 53rd AGM of your Company.
Key Managerial Personnel
During the Financial Year 2023-24, there was no change in the Key Managerial Personnel
of the Company.
2. Statement on Declaration given by independent Directors
All Independent Directors have given declarations that they meet the criteria of
Independence as laid down under Section 149(6) of the Companies Act, 2013 and Regulation
16(1)(b) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and
affirmed the compliance of Code of Independent Directors as laid down in Schedule IV of
the Companies Act, 2013.Further, the Independent Directors have confirmed that they are
Independent of the Management and have registered themselves on Independent Director's
Databank and have passed/ exempted from The Indian Institute of Corporate Affairs (IICA)
Exams.
3. Annual Evaluation of Board
In compliance with the Companies Act, 2013 and sEBI (Listing Obligations and disclosure
Requirements) Regulations, 2015 and Guidance Note on Board Evaluation issued by SEBI,
during the financial year under review, your Board of Directors, Nomination and
Remuneration Committee and Independent Directors in their separate Meeting, carried out
annual evaluation of its own performance as well as Board Committees and also of the
individual Directors in the manner as enumerated in the Nomination and Remuneration Policy
of the Company viz. Leadership & stewardship abilities, Assess policies, structures
& procedures, Regular monitoring of corporate results against projections,
Contributing to clearly define corporate objectives & plans, Obtain adequate, relevant
& timely information, Review achievement of strategic and operational plans,
objectives, budgets, Identify, monitor & mitigate significant corporate risks,
Directly monitor & evaluate KMPs, senior officials,
Review management's Succession Plan, Effective meetings, Clearly defining role &
monitoring activities of Committees and Review of ethical conduct etc.
Your Directors feel pleasure in informing the members that the performance of the Board
as a whole and its members individually was adjudged satisfactory. More detail on the same
is given in the Corporate Governance Report.
29. corporate Governance
The Company is committed to maintain the highest standards of corporate governance and
adhere to the corporate governance requirements set out by the SEBI. The Report on
Corporate Governance along with the Certificate of Auditors M/s. SSMS & Associates,
Chartered Accountants, 16, Basement Heera Panna Market, Pur Road, Bhilwara (Rajasthan)
confirming compliance to conditions of Corporate Governance as stipulated under Regulation
34(3) of the sEBI (Listing Obligations and disclosure Requirements) Regulations, 2015,
form part of the Annual Report.
30. Particulars of Employees and related disclosures
Disclosures pertaining to remuneration and other details as required under Section
197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 are provided as per Annexure V.
Disclosures required in terms of the provisions of Section 197(12) of the Companies
Act, 2013 read with Rule 5(2) and Rule 5(3) of the Companies (Appointment and Remuneration
of Managerial Personnel) Rules, 2014 are provided as per Annexure Vi.
31. Transfer of Unpaid and Unclaimed Amounts to Investor education and Protection Fund
Pursuant to the provisions of Section 125 of the Companies Act, 2013, the declared
dividend for the financial year 2015-16, which remained unpaid or unclaimed for a period
of seven years, have been transferred by the Company on 24/11/2023 to the IEPF established
by the Central Government pursuant to Section 125 of the said Act. As on 31st
March, 2024, the Company has transferred Rs.24,92,853.85/- to Investor Education and
Protection Fund.
Pursuant to the provisions of Section 125 of the Companies Act, 2013, the declared
dividend for the financial year 2016-17, which remained unpaid or unclaimed for a period
of seven years, will be transferred by the Company to the IEPF established by the Central
Government pursuant to Section 125 of the said Act. The company has uploaded the full
details of Unpaid Dividend on its website at https://www.bslltd.com/investors.
32. transfer of Unpaid shares to Investor education and Protection Fund
The Company, in pursuance to the Investor Education and Protection Fund Authority
(Accounting, Audit, Transfer and Refund) Rules, 2016 ("IEPF Rules 2016"), had
transferred all shares in respect of which dividend has not been paid or claimed by the
shareholders for seven consecutive years or more in the name of designated demat account
of the IEPF Authority. A notice had been sent to all concerned shareholders at their
registered address. The Company had also published such notice in English Newspaper i.e.
'Business Standard' and in Hindi Newspaper i.e.
'Dainik Navjyoti' informing the concerned shareholders about the same. The company has
uploaded the full details of such shareholders and shares transferred to IEPF account on
its website at www.bslltd.com.
As on 31st March, 2024, the Company has transferred 236592 no. of shares to
IEPF Demat Account which accounts 2.29% of total shareholding of the company.
The Company, in pursuance to the Investor Education and Protection Fund Authority
(Accounting, Audit, Transfer and Refund) Rules, 2016, will transfer all shares in respect
of which dividend has not been paid or claimed by the shareholders for seven consecutive
years or more in the name of designated demat account of the IEPF Authority. A notice to
all concerned shareholders in this regard will be sent at their registered address. The
Company will also publish such notice in English Newspaper and Hindi Newspaper to inform
the concerned shareholders about the same.
33. Secretarial Standards
The Company has followed the applicable Secretarial Standards, i.e. SS-1, relating to
'Meetings of the Board of Directors' and SS-2, relating to 'General Meetings'.
34. Other Disclosures Under Companies Act, 2013
• The Company has not invited/ accepted any deposits from the public during the
year ended March 31,2024. There were no unclaimed or unpaid deposits as on March 31, 2024.
• There is no change in the nature of business during the financial year 2023-24.
• The Board of Directors of your Company has proposed not to transfer any amount
to the Reserves for the year under review.
• There have been no material changes and commitments, if any, 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.
• During the year under review, there has been no such significant and material
orders passed by the regulators or courts or tribunals impacting the going concern status
and Company's operations in future.
• Details about Risk Management have been given in the Management Discussions
& Analysis.
• The Company does not have any subsidiary, joint venture & associate company.
• During the year, the Company has not received any complaint under the Sexual
Harassment of Woman at Workplace (Prevention, Prohibition and Redressal) Act, 2013. More
detail on the same is given in the Corporate Governance Report.
• There is no change in capital structure of the Company.
• 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 (31 of 2016) during the year along with their
status as at the end of the financial year is not applicable.
• "Any other disclosure under the Companies Act, 2013 and the rules notified
thereunder or the Listing regulations are either NIL or NOT APPLICABLE"
35. Directors' Responsibility statement
To the best of our knowledge and belief and according to the information and
explanations obtained, we make the following statements in terms of section 134(3) (c) of
the Companies Act, 2013:
a. that in the preparation of the annual financial statements for the year ended 31st
March, 2024 the applicable accounting standards have been followed along with proper
explanation relating to material departures, if any;
b. that such accounting policies as mentioned in Note one of the notes to the Financial
Statements have been selected and applied consistently and judgment and estimates have
been made that are reasonable and prudent so as to give a true and fair view of the state
of affairs of the Company as at 31st March, 2024 and of the profit of the
Company for the year ended on that date;
c. that proper and sufficient care has been taken for the maintenance of adequate
accounting records in accordance with the provisions of the Companies Act, 2013 for
safeguarding the assets of the Company and for preventing and detecting fraud and other
irregularities;
d. that the annual financial statements have been prepared on a going concern basis;
e. that the internal financial controls were in place and that the internal financial
controls were adequate and were operating effectively; and
f. that the system to ensure compliance with the provisions of all applicable laws were
in place and were adequate and operating effectively.
36. disclosure of certain Type of Agreements Binding on company
There are no agreement impacting management or control of the Company or imposing any
restriction or create any liability upon the Company as specified in Schedule III, Para A,
Clause 5A of Listing Regulations.
37. Acknowledgements
Your Directors place on record their deep appreciation to employees at all levels for
their hard work, dedication and commitment. We would like to thank all our clients,
customers, vendors, dealers, bankers, investors, other business associates, Central and
State Government for their continued support and encouragement during the year and their
confidence towards the management.
|
For and on behalf of the Board of Directors |
|
For BsL Ltd |
| Place : Kolkata (W.B.) |
ARUN cHURIWAL |
| Date : 20th May, 2024 |
chairman |
| Regd. Office: |
DiN:00001718 |
| Post Box No. 16-17, |
|
| Mandpam, |
|
| Bhilwara-311001 (Rajasthan) |
