For The Financial Year 2023-24
Dear Members,
The Directors have pleasure in presenting their 42nd Annual Report on the
business and operations of Balgopal Commercial Limited ("the Company") together
with the audited financial statements for the financial year ended March 31st,
2024.
1. Financial Performance of the Company
| Particulars |
(Amount in '000) |
|
2023-24 |
2022-23 |
| Total Revenue |
2,88,371.38 |
81,339.52 |
| Total Expenses |
1,46,907.53 |
80,977.84 |
| Profit Before Tax & Provision |
1,41,463.86 |
361.67 |
| Less: Current Tax/ Deferred Tax |
9,800.62 |
(1,355.04) |
| Profit After Tax available for appropriation |
1,31,663.24 |
1,716.71 |
| Basic/ Diluted Earnings Per Share |
7.97 |
0.10 |
2. Dividend and Transfer to Reserve
With a view to conserve resources, 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. Operations and State of Company's Affairs
Company is mainly engaged in trading activities and invest and acquire or otherwise
deals in derivatives, shares, debentures, bonds, obligations and securities
issued/guaranteed by Government, state, Dominion in India or elsewhere.
There has been no change in the nature of the business of the Company during the year.
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.
5. 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 Company's 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.
6. Details of Subsidiary / Joint Ventures / Associate Companies
The Company does not have any Subsidiary, Joint venture or Associate Company as on 31st
March, 2024. 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.
However at the Board Meeting held on 09.08.2024, company has given approval for
acquisition of 10,000 equity shares of Esquire Real Estate & Bio- Infocom Pvt Ltd from
its existing shareholders. Pursuant to the above transaction, Esquire shall become a
wholly owned subsidiary of the Company.
7. Deposits
The company has neither accepted nor renewed any deposits during the year, covered
under Chapter V of the Companies Act, 2013.
8. Maintenance of cost records
The Company is not required to maintain cost records as per Section 148(1) of the
Companies Act, 2013.
9. Promoter Group's Shareholding
As on March 31, 2024, the total shareholding of the Promoter Group of your Company is
6.31 per cent and none of the Promoter/Promoter Group's 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.
10. Statutory Auditors
M/s. Gupta Saharia & Co., Chartered Accountants (Firm Registration Number: 103446W)
were appointed as the Statutory Auditors of the Company from the conclusion of 37th Annual
General Meeting to hold office for a period of five years till the conclusion of the
Annual General Meeting to be held in the year 2024. However, they have tendered their
resignation with effect from 07th November, 2023.
The Board in its meeting held on 28th November, 2023 had appointed M/ s.
Arvind Baid & Associates (Firm Registration Number- 137526W) as Statutory Auditors of
the Company to fill the
casual vacancy caused by the resignation of M/ s Gupta Saharia & Co. The said
appointment was ratified by the shareholders vide Ordinary Resolution passed through
postal ballot on 22nd February, 2024.
Further, the Board hereby recommends to appoint M/ s. Arvind Baid & Associates as
Statutory Auditors of the Company for a period of 5 (five) consecutive years at the
ensuing Annual General Meeting.
M/s. Arvind Baid & Associates have audited the books of accounts of the Company for
the financial year ended March 31, 2024 and has issued the Auditors' Report thereon.
11. Auditor's Report
There is no qualification, reservation, adverse remark or disclaimer made by the
Statutory Auditors and/or Secretarial Auditors of the Company in their report for the
financial year ended March 31, 2024. Hence, they do not call for any further explanation
or comment u/s 134 (3) (f) of the Companies Act, 2013.
12. Secretarial Audit Report
Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with
corresponding Rules framed thereunder, Mrs. Twinkle Agarwal, Practicing Company Secretary
was appointed as the Secretarial Auditors of the Company to carry out the secretarial
audit for the year ending 31st March, 2024. The Secretarial Audit Report is annexed to the
Board Report. There is no qualification, reservation or adverse remark or disclaimer made
by the company secretary in the secretarial audit report.
13. Internal Audit Report
M/s S. Dalmia & Co, Chartered Accountants, Internal Auditor has submitted a report
for the financial year 2023-24 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.
14. Reporting of Fraud by Auditors
During the year under review, the Statutory Auditors, Secretarial Auditors and Internal
Auditors have not reported, any incident of fraud committed in your Company by any of its
Officers or Employees, to the Audit Committee and / or to the Board under Section143(12)
of the Companies Act, 2013 details of which needs to be mentioned in this Report.
15. Share Capital
The Authorized Share Capital of your Company is Rs. 24,00,00,000/- divided into
2,40,00,000 Equity Shares of face value of Rs. 10/- each.
The Issued, Subscribed and Paid-up Share Capital of your Company is Rs. 16,51,00,000/-
divided into 1,65,10,000 Equity Shares of face value of Rs. 10/- each.
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.
16. Annual Return
In accordance with Section 92(3) and 134(3)(a) of the Companies Act, 2013 read with the
Companies (Management and Administration) Rules, 2014, the Annual Return as on March 31,
2024 is available on the Company's website at www.bcommercial.org
17. Board of Directors and Key Managerial Personnel :
Your Company's Board is duly constituted in compliance with the requirement of the
Companies Act, 2013 and the Securities and Exchange Board of India (Listing Obligations
and Disclosure Requirements) Regulations, 2015 (Listing Regulations).
In view of the provisions of Companies Act, 2013, Mr. Vijay Laltaprasad Yadav, Managing
Director; Mr. Arvind Kumar Patel, CFO; and Ms. Ankita Darji, Company Secretary are
identified and appointed as Key managerial personnel of the Company.
> Changes in Directors and Key Managerial Personnel
• The term of Mr. Shailesh Becharbhai Patel and Mrs. Shrena Kalpesh Shah as
Independent Directors of the Company expires on 15th July, 2024. The Board of
Directors in their meeting held on 12th July, 2024 have re-appointed Mr. Shailesh
Becharbhai Patel and Mrs. Shrena Kalpesh Shah as Independent Directors for a second
consecutive term of 5 years. The Board hereby recommends the same for approval of the
members at the ensuing Annual General Meeting.
18. Formal Annual Evaluation of the Directors
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 on 22nd January, 2024 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.
19. Declaration of Independence by Independent Directors
Mr. Shailesh Becharbhai Patel and Mrs. Shrena Kalpesh Shah, Independent Directors of
the Company have given their Certificate of Independence to the Company stating that they
meet the criteria of independence as laid down in sub-section (6) of Section 149 of the
Companies Act, 2013 and clause (b) of sub-regulation (1) of regulation 16 of SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015 and that they are not aware of
any circumstance or situation, which exist or may be reasonably anticipated, that could
impair or impact their ability to discharge their duties with an objective independent
judgment and without any external influence. The Board of Directors have taken on record
the declaration and confirmation submitted by the independent directors after undertaking
due assessment of the veracity of the same.
20. Familiarization program for independent directors
In terms of Reg. 25(7) of the SEBI (LODR) Regulations, 2015 the Company has conducted
Familiarization Programmes for Independent Directors (IDs) to familiarize 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.
21. Number of meetings of the Board of Directors
The Board meetings of your company are normally planned in advance in consultation with
the Board Members.
6 Meetings of the Board of Directors were held during the financial year 2023-24. The
intervening gap between the meetings was within the period prescribed under the Companies
Act, 2013 and the SEBI Listing Regulations, 2015. These were held on the following dates:
| i) 25.05.2023 |
| ii) 25.07.2023 |
| iii) 28.08.2023 |
| iv) 07.11.2023 |
| v) 28.11.2023 and |
| vi) 22.01.2024 |
22. Compliance with Secretarial Standards
The Company has complied with the Secretarial Standards issued by the Institute of
Company Secretaries of India on Board Meetings and General Meetings.
23. 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) Regulations, 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 |
| Mr. Shailesh Becharbhai Patel |
Chairman |
| Mrs. Shrena Kalpesh Shah |
Member |
| Mr. Yash Saraogi |
Member |
Details of the Committee are given in the Corporate Governance Report.
24. 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 |
| Mr. Shailesh Becharbhai Patel |
Chairman |
| Mrs. Shrena Kalpesh Shah |
Member |
| Mr. Yash Saraogi |
Member |
Details of the Committee are given in the Corporate Governance Report.
25. Stakeholder's Relationship Committee
Composition of the Stakeholder's Relationship Committee is in accordance with the
requirement of the provisions of the Companies Act, 2013. The Composition is as under:
| Name |
Designation |
| Mr. Shailesh Becharbhai Patel |
Chairman |
| Mrs. Shrena Kalpesh Shah |
Member |
| Mr. Yash Saraogi |
Member |
Details of the Committee are given in the Corporate Governance Report.
26. Nomination and Remuneration Policy
The Nomination and Remuneration Policy formulated by the Nomination and Remuneration
committee of the Company is in conformity with the requirement of Section 178(3) of the
Companies Act, 2013 and Listing Regulations. The objectives and key features of this
Policy are:
• Formulation of the criteria for determining qualifications, positive attributes
and independence of the Directors, Key Managerial Personnel and Senior Management
Personnel;
• Devising a policy on Board diversity;
• Identifying persons who are qualified to become Directors and persons who may be
appointed in Key Managerial and Senior Management positions in accordance with the
criteria laid down in this policy;
• Formulation of criteria for performance evaluation of the Board, its Committees
and Directors including Independent Directors / Non-Executive Directors; and
• Recommend to the Board all the remuneration in whatever form, payable to the
Senior Management.
The guiding principles of the Policy are:
• The level and composition of remuneration is reasonable and sufficient to
attract, retain and motivate Directors 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 balance between fixed and incentive pay reflecting short and long term
performance objectives appropriate to the working of the Company and its goals.
The aforesaid Nomination and Remuneration Policy has been uploaded on the website of
your Company www.bcommercial.org
27. Corporate Social Responsibility (CSR)
In terms of Section 135 of the Companies Act, 2013, the provisions relating to
Corporate Social Responsibility is not applicable to the Company 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 financial year under
review.
However, Section 135 of Companies Act, 2013 shall be applicable to the Company in the
financial year 2023-24.
28. 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.
29. Significant and Material Orders Passed by the Regulators or Courts or Tribunals
There are no significant and material orders passed by the regulators or courts or
tribunals impacting the going concern status and Company's operations in future.
30. Corporate Insolvency
There is no Corporate Insolvency Resolution Process initiated under the Insolvency and
Bankruptcy Code, 2016.
31. Particulars of Loans, Guarantees or Investments
Details of loans, guarantees or investments made by your Company, if any, under Section
186 of the Companies Act, 2013 during the financial year 2023-24 is appended in the notes
to the Financial Statements that form part of this Annual Report.
32. 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 arm's length basis during the financial year 2023-24,
there are no transactions to be reported in Form AOC-2 and as such do not form part of
this report.
33. Managerial Remuneration
Mr. Vijay Laltaprasad Yadav, Managing Director of the company was paid Rs. 6,00,000/-
as remuneration during the year under review.
Particulars of Employees:
Provisions of Section 197 of the Act read with Rule 5(1) of the Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014 are applicable and the details
regarding the same is annexed as annexure to this report.
34. Corporate Governance and Management Discussion & Analysis Reports
The Corporate Governance Report and Management Discussion & Analysis Report have
been annexed with the report.
35. 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.
36. 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.
Policy on Prevention of Sexual Harassment at Workplace is available on the website of
the Company at www.bcommercial.org. No complaints relating to the sexual harassment has
been received during the year under review.
37. 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, and
Regulation 22 of SEBI (Listing Obligations and Disclosure Requirements), Regulations,
2015, 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.
The said policy has been communicated to the Directors and employees of the Company and
is also posted on the website of the Company at www.bcommercial.org
38. Risk management
Your Company recognizes that risk is an integral part of business and is committed to
managing the risks in a proactive and efficient manner. The Board of the Company at
regular intervals monitors the financial, operational, legal risk to the Company. There is
no risk, which in the opinion of the Board which may threaten the existence of the
Company. Pursuant to section 134 (3) (n) of the Act it is stated that at present the
company has not identified any element of risk which may threaten the existence of the
Company.
39. Prevention of Insider Trading
The Company has adopted a Code of Conduct for Prevention of Insider Trading as amended
from time to time with a view to regulate trading in securities by the Directors and
designated employees of the Company. The Code requires pre-clearance for dealing in the
Company's shares and prohibits the purchase or sale of Company shares by the Directors and
the designated employees while in possession of unpublished price sensitive information in
relation to the Company and during the period when the Trading Window is closed. The Board
is responsible for implementation of the Code. All Board Directors and the designated
employees have confirmed compliance with the Code.
40. Directors' Responsibility Statement
Pursuant to Section 134(5) of the Companies Act, 2013, the Directors confirm that—
* in the preparation of the annual accounts, the applicable accounting standards had
been followed along with proper explanation relating to material departures;
* 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;
* 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;
* the directors have prepared the annual accounts on a going concern basis;
* 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.
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 |
|
|
|
Balgopal Commercial Limited |
|
Sd/- |
Sd/- |
|
Vijay Laltaprasad Yadav |
Yash Saraogi |
|
Managing Director |
Director |
| Place: Mumbai Date: 03.09.2024 |
DIN: 02904370 |
DIN: 00402101 |
|