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RLS

INTERNATIONAL www. bisinternational com

August 29, 2020

National Stock Exchange of India BSE Limited, Metropolitan Stock Exchange of


Ltd., Exchange Plaza, C-1 Block G, Corporate Relationship India Ltd.,
Bandra Kurla Complex Bandra [E], Department, Vibgyor Towers, 4 th Floor, Plot
Mumbai — 400051 Phiroze Jeejeebhoy Towers, No, C62, G - Block, Opp. Trident
Dalal Street, Fort, Hotel, Bandra Kurla, Complex,
Mumbai - 400 001 Bandra (E}, Mumbai — 400098

NSE Scrip Symbol: BLS BSE Scrip Code: 540073 MSEI Scrip Symbol: BLS

Dear Sir/Madam,

Subject.: Compliance under Regulation 30 and 34(1) of the Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI (LODR) Regulations, 2015”)

Dear Sir,

Pursuant to Regulation 30 read with para A of part A of Schedule III and Regulation 34 (1) of the SEBI (LODR)
Regulations, 2015, (as amended) please find enclosed Notice convening the 36" Annual General Meeting (“36""
AGM) and the Annual Report of the Company containing inter alia Board of Directors’ Report with relevant
annexures thereof, Report on Corporate Governance and Management Discussion and Analysis and Audited
Financial Statements (standalone and Consolidated) along with Auditors Report thereon for the Financial Year 2019-
20, which is being dispatched/ Sent to the members of the Company by the permitted mode.

36" AGM of the Company for the Financial Year 2019-20 as been scheduled to be held on Monday, September 21,
2020 at 03.00 p.m. through Video Conferencing/ Other Audio Visual Means (“VC/ OAVM”) facility to transact the
business to be set out in the Notice of the 36" AGM, in compliance with the applicable provisions of the Companies
Act, 2013 ("Act"), the General Circular No. 14/2020 dated April 08, 2020, General Circular No. 17/2020 dated April
13, 2020 and General Circular No. 20/2020 dated May 05, 2020 issued by the Ministry of Corporate Affairs ("MCA
Circulars"), Circular No. SEBI/HO/CFD/CMD1/CIR/P/2020/79 dated May 12 2020 issued by the Securities and
Exchange Board of India (“SEBI Circular”) and in compliance with SEBI (LODR) Regulations, 2015.

Pursuant to Regulation 42 of the SEBI (LODR) Regulations, 2015 and Section 91 of the Companies Act, 2013, we
hereby inform you that the Register of Members and Share Transfer Books of the Company will remain closed from
Tuesday, September 15, 2020 to Monday, September 21, 2020 (both days inclusive) for the purpose of Final Dividend
and 36" AGM of the Company. Dividend shall be payable to the shareholders, whose names appear in the Register
of Members / list of Beneficial Owners at the end of business hours on September 14, 2020 (Monday).

Further, pursuant to the provisions of Section 108 of the Companies Act, 2013 read with Rule 20 of the Companies
(Management and Administration) Rules, 2014 (as amended) and Regulation 44 of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015, the Company is providing the facility to its Members whose names
appear in the Register of Members / list of Beneficial Owners as on September 14, 2020 (Monday) (“Cut-off date”)
to exercise their right to vote by electronic means both through remote e-voting or e-voting at the 36th AGM through
Central Depository Services (India) Limited (“CDSL”) Platform. The remote e-voting will commence on Friday,
September 18, 2020 at 9.00 a.m. and end on Sunday, September 20, 2020 at 5.00 p.m.

THE ne ROUP

BLS International Services Limited


Corporate Office :
912, indra Prakash Building, 21, Baraknamba Road, New Delhi — 110001 (INDIA)
& : +91-11-23716531 ®&: compliance@blsintemnationai.net
RLS
INTERNATIONAL
www.blsinternational.com

The instructions on the process of e-voting, including the manner in which the Members holding shares in physical
form or who have not registered their e-mail addresses can cast their vote through e-voting, has been provided as
part of the Notice of the 36th AGM.

This information and Annual Report are also available on website of the Company www.blsinternational.com

Kindly take the same on record.

Thanking you,
Yours truly,

AMIT SUDHAKAR
CHIEF FINANCIAL OFFICER

ENCL: AS ABOVE

THE flbnour

BLS International Services Limited


Corporate Office :
912, Indra Prakash Building, 21, Barakhamba Road, New Delhi — 110001 (INDIA)
X& |: +91-11-23716531 M4: compliance@blsinternational.net
BLS International Services Limited
Annual Report 2019-20

EMBRACING
CHANGE.
ENDURING
GROWTH.

NEW YORK LONDON O T TA W A SINGAPORE


DUBAI NEW DELHI MOSCOW BEIJING
What’s inside the report

CORPORATE OVERVIEW

BLS International – Who we are 02


Where we operate 04
Business Model – 06
Creating Value through Sustainable
Transformations
Financial Highlights Accelerating 08
Growth, Delivering Results
Message from Managing Director 10
Joint MD’s message 12
Business Segment Overview – 14
Services tailored to needs
Business Segment Overview – Tech 16
enabled Government to Citizen
Services
Case Study 18
Our People Strategy 20
Bridging the social divide 22
Profile of Board of Directors 24

STATUTORY REPORTS

Management Discussion and 25


Analysis
Directors’ Report 31
Report on Corporate Governance 53
Business Responsibility Report 68

FINANCIAL STATEMENTS

Standalone For additional details about the company, please log on to:
Independent Auditor’s Report 73 www.blsinternational.com
Balance Sheet 80
Profit and Loss 81
Statement of Cash Flows 82
Statement of Changes in Equity 84
Notes to Financial Statements 85

Consolidated
Forward-looking statements
Independent Auditor’s Report 118
Some information in this report may contain forward-looking statements which include statements
Balance Sheet 124 regarding Company’s expected financial position and results of operations, business plans and
Profit and Loss 125 prospects etc. and are generally identified by forward-looking words such as “believe,” “plan,”
“anticipate,” “continue,” “estimate,” “expect,” “may,” “will” or other similar words. Forward-looking
Statement of Cash Flows 126 statements are dependent on assumptions or basis underlying such statements. We have chosen
Statement of Changes in Equity 128 these assumptions or basis in good faith, and we believe that they are reasonable in all material
respects. However, we caution that actual results, performances or achievements could differ
Notes to Financial Statements 129 materially from those expressed or implied in such forward-looking statements. We undertake
no obligation to update or revise any Forward-looking statement, whether as a result of new
Notice 166 information, future events, or otherwise.
For years, our success was driven
by our desire to design and deliver
unique solutions.
Today, we aspire for flexibility and agility – inculcating
methods to derive exceptional outcomes.
At BLS International, we have systematically crafted
strategies to fortify our position and have focused on the
needs of tomorrow, to emerge as a trusted partner for
stakeholders across verticals. We are aware that our ability
and willingness to tweak and recalibrate our approach lays
the premises for progression.
Keeping our values and visions aligned, we are embracing
change to colour our ambitions and fulfil our objectives. Our
enthusiasm to constantly identify opportunities, address
unmet needs and provide exceptional services allows us
to consistently expand our focus areas and rejuvenate
avenues of growth.
BLS INTERNATIONAL SERVICES LIMITED | Annual Report 2019-20

BLS International –
Who we are

Established in 2005, BLS International


Services Limited (BLS International) today is
a market leader in visa processing and Tech
enabled Government to Citizen Services.

BLS International has partnered with more than 36 governments across the world to
offer outsourced visa, passport, consular services, verification and attestation and E-Visa
services. We also manage various administrative tasks for foreign missions, enabling
our clients to experience greater productivity, efficiency and speed of operation. Over the
past 15 years, we have scaled services to reach over 62 countries across the globe.

Our proven domain knowledge and extensive expertise has enabled us to collaborate
with State Governments in India and government in other countries to facilitate front-end
citizen services with greater ease and transparency. It also helps us to empower citizens
with digitally enhanced government services, conveniently and consistently.

VISION MISSION
Touch the lives of a billion Provide easy, innovative and
people globally by creating agile solutions to citizens
a differentiated service across the world.
experience using innovation
and technology.

02
CORPORATE OVERVIEW

KEY STATISTICS FOR FY 2019-20

1 of 3 15 ~47 million

Players in global visa, passport Years of global experience Applications processed


and citizen services

J 239 Crore 62+ 36+


Net cash (FY 2019-20) Countries of operation Government as a client
across the globe

NOTABLE ACHIEVEMENT FOR THE YEAR

BLS International was felicitated for excellence in visa process


with ‘Quality Excellence Award for outsourcing and allied services at
the Best Operational Process in Visa India’s Most Trusted Companies Award
Outsourcing’ at the World Quality 2019.
Congress & Awards
Felicitated with ‘Brand Excellence
Our Joint Managing Director, Shikhar Award in the Visa Outsourcing
Aggarwal, was awarded ‘Excellence Service Sector’ by ABP News for our
in Business Leadership’ at the 10th excellence in visa process outsourcing
CMO Asia Awards for ‘Excellence in and allied services.
Marketing and Branding’ at Pan Pacific,
Singapore. Honoured with ‘Digital Technology
Award in Visa Outsourcing Service
Honoured with ‘India’s Most Trusted Sector’ at the Business Leader Awards
Visa Outsourcing Services Company’

03
BLS INTERNATIONAL SERVICES LIMITED | Annual Report 2019-20

Where we
operate

13

26 58

59

62+ 35
36

15
Countries 49

27
21

17

10

2,325
Centres across the globe

AbuDhabi 1 Belarus 11 Ghana 21 Kuwait 31


Afghanistan 2 Cameroon 12 Hong Kong 22 Lebanon 32
Ajman 3 Canada 13 India 23 Lithuania 33
Algeria 4 China 14 Indonesia 24 Malaysia 34
Armenia 5 Dominican Republic 15 Iraq 25 Mauritania 35
Austria 6 Dubai 16 Ireland 26 Morocco 36
Azerbaijan 7 Ecuador 17 Ivory Coast 27 Nepal 37
Bahrain 8 Egypt 18 Jordan 28 Nigeria 38
Bangladesh 9 EquatorialGuinea 19 Kazakhstan 29 Norway 39
Bolivia 10 Fujairah 20 Kenya 30 Oman 40

04
CORPORATE OVERVIEW

47
39

8
44
56 29
6 25
11 60
55 33 5 7
54 2
14
28 42 32 31
4 41
18 8 50 3
45 37 22
48 57
1 4616 20 9
23
40

61
53
43
38
12 34
51 24
19 30

52

Pakistan 41 Singapore 51
PalestineTerritory
Philippines
Poland
42
43
44
South Africa
Thailand
Tunisia
52
53
54
~5,000
Qatar 45 Turkey 55
RasAlKhaimah 46 Ukraine 56 On-roll employees and
associates
Russia 47 UmmAlQuwain 57
Saudi Arabia 48 UK 58
Senegal 49 USA 59
Sharjah 50 Uzbekistan 60
Vietnam 61

05
BLS INTERNATIONAL SERVICES LIMITED | Annual Report 2019-20

Business Model – Creating Value


through Sustainable Transformations
Financial capital Manufactured capital

J 10.25 crore 2,325


Equity share capital Total number of centres

J 418 crore
INPUTS Retained earnings

Tech enabled Government to Citizen Visa processing


Services
Outsourced visa processing
National Identification Cards Verification of documents
OUR OFFERINGS AND
Verification & Attestation Attestation of documents
VALUES
Public services Passport services
Identity Management services E-visa services
Passport renewal Other allied services
E-passport application

J 786 crore ~47mn


Revenue from operations Applications processed

J 83 crore 62+
OUTCOMES EBITDA Countries of presence

J 52 crore One of the Leading Players in global visa,


PAT passport and citizen services

J 239 crore Capabilities of handling large and


Cash and Bank balance complex data

J 299 crore Solutions with top-in-class security


Market capitalisation as on 31st March features
2020
Asset light business model
19.54%
RoCE

Zero
Debt company

Citizens of various Industry and


nations regulatory bodies
KEY STAKEHOLDERS Governments
EBITDA and EBITDA margin is calculated excluding other income

06
CORPORATE OVERVIEW

Intellectual capital Social and relationship capital Human capital

State-of-the-art digital infrastructure J 81.50 lakhs ~5000


Spent towards CSR activities No. of employees across the globe
J 682.35 lakhs
Invested in technology Long-term partnerships with key
Technical know-how and expertise stakeholders

18 years 17378
Average experience of top No of shareholders as on 31 March 2020
management

15 years of global experience


possessed by the company

Value added services These are underpinned by our values,


which include
Photocopy SMS Alert
Courier Services Translation Services Passion

Internet Facility Mobile Biometric Customer Orientation

Premium Lounge Prime Time Visa Appointment Entrepreneurship

Form Filling Walk-in Without Appointment Result Orientation

Insurance Integrity & Respect


Process Driven

One of the first to introduce innovative 10 31%


and new technologies such as mobile New client/ project won in FY 2019-20 Female employees
biometrics
Thousands of lives 5-10%
Established Brand name impacted through our CSR initiatives Attrition rate

Strong brand recall 36+ J 67.5 crore spent on employee


Governments in our clientele remuneration and benefits
ISO 9001, ISMS 27001, ISO 23026
Certified company 60+
Nationalities
National Security Framework Scheme
(ENS) Certification received

Investors and Employees Communities


shareholders Business partners

07
BLS INTERNATIONAL SERVICES LIMITED | Annual Report 2019-20

Financial Highlights
Accelerating Growth, Delivering Results

PROFIT & LOSS METRICS

Revenue from opreations


(H in crores)
11.7 %
5 year CAGR growth
EBIDTA
(H in crores)
22.8 %
5 year CAGR growth

2015-16 505 2015-16 37

2016-17 635 2016-17 82

2017-18 789 2017-18 159

2018-19 804 2018-19 108

2019-20 786 2019-20 83

EBITDA Margin
(in %)
PAT
(H in crores)
14.1 %
5 year CAGR growth

2015-16 7 2015-16 31

2016-17 13 2016-17 50

2017-18 20 2017-18 97

2018-19 13 2018-19 105

2019-20 11 2019-20 52

PAT Margin
(in %)

2015-16 6

2016-17 8

2017-18 12

2018-19 13

2019-20 7

EBITDA and EBITDA margin is calculated excluding other income

08
CORPORATE OVERVIEW

BALANCE SHEET METRICS

Total Assets Debt-Equity Ratio


(H in crores) (in time)

2015-16 137 2015-16 0.0

2016-17 297 2016-17 0.6

2017-18 470 2017-18 0.4

2018-19 475 2018-19 0.1

2019-20 469 2019-20 0.0

Cash and Bank Networth


(H in crores) (H in crores)

2015-16 47 2015-16 120

2016-17 70 2016-17 166

2017-18 119 2017-18 261

2018-19 174 2018-19 372

2019-20 239 2019-20 428

09
BLS INTERNATIONAL SERVICES LIMITED | Annual Report 2019-20

Message from
Managing Director

We are
perfectly
poised to
reduce delivery
times, enhance
productivity
and delight
customers –
all at the same
time.
10
CORPORATE OVERVIEW

BLS International is driven by an innate model in several other states continue. during the ensuing lockdown.
belief in excellence and a relentless The government’s keen interest in our
desire to deliver top-notch services. It e-service ecosystem has opened up To successfully overcome impediments
is our goal to provide easy, innovative significant opportunities in this realm. and reduce the impact on our financials,
and agile solutions to citizens across the As the government shows intent and we have optimized costs by rationalizing
globe, and create a differentiated service commitment to accelerate the adoption rent and operational expenses. Further,
proposition. The fiscal year 2019-20 of online platforms for citizen services, we became a zero debt company and
has been a notable year for us at BLS we stand to gain from an opportune reduced our trade receivables to end the
International. On the back of our agile and landscape as partners in India’s digital year with robust cash and a healthy bank
resilient business model and our ability growth story. balance of ~H 240 crores. With a strong
to effectively implement strategies & liquidity position, we endeavour to meet
restructure our business, we were able During the year under review, we business requirements with adequate
to turnaround all our business segments continued to leverage our expertise cash flow.
into profit making businesses. and our extensive network to take
banking facilities to the unbanked rural Our asset light business model helps
This achievement comes at a time population. We have been awarded to focus on better returns and enables
when the world faces unprecedented a project by State Bank of India to efficient capital utilization. Besides, our
challenges due to the outbreak of establish a robust network of financial projects entail direct collections from
COVID-19. The pandemic continues to services to remote areas, ensuring last customers, making BLS a cash accretive
take a heavy toll of lives and livelihoods, mile delivery of services to areas with business.
around the world. It has also caused limited or no access to such a service.
significant disruptions to business We have strategically established FUTURE FOCUS
continuity and economic activity, plunging a distinct proposition by constantly
major economies into recession. In increasing our service offerings and After the phenomenal success of the
difficult times such as this, what matters opening more branches in remote areas. Punjab citizen services project and
is our ability to reimagine the future We also continue to record a significant Starfin, new avenues of growth have
together and take strides to achieve our increase in the volume of transactions, opened up for BLS. With other states
goals amidst challenges. year after year, and foresee significant looking to replicate the Punjab model to
opportunities for growth, going forward. enable greater efficiency in government
Further, to adapt to a ‘new normal’, we processes, as a specialized outsourcing
are constantly innovating advanced partner, we are perfectly poised to reduce
solutions to improve the efficiency of PERFORMANCE REVIEW
delivery times, enhance productivity and
services and launching initiatives to cater delight customers – all at the same time.
The Company remained well on track
to a global customer base.
to deliver positive performances during
The global citizen services space is also
the first three quarters of FY20. But, the
relatively untapped and in the absence
DRIVING GROWTH STRATEGICALLY COVID-19 outbreak somewhat impacted
of a large scale organized player in
revenues in Q4 due to countrywide
BLS remains poised to explore new this segment, BLS is perfectly poised
lockdowns and travel restrictions. In
horizons with its continuous expansion to deepen its reach in an extremely
FY20, the company recorded a revenue of
in citizen and front-end services. opportune field. Balancing its integrated
H 786 crores, as compared to H 804 crores
Leveraging our existing capabilities, we service portfolio, exceptional capabilities
in the previous year. Our EBITDA stood at
are enthused to deepen our presence and experience to deliver world-class
H 83 crores and Profit after tax stood at
in Tech enabled Government to Citizen services, BLS is well placed to tap into a
H 52 crores in FY20.
Services. Our strategic ability to deploy a burgeoning tech enabled Government to
robust technology platform, engage agile As the world continued to fight a global Citizen Services market.
proprietary processes and utilize the pandemic, visa and consular services
Regards,
expertise of our trained staff enables us in some countries like China and Russia
to seamlessly execute projects year after remained suspended from early Q4FY20.
year. In other countries, operations completely Nikhil Gupta
stopped towards the end of March. BLS Managing Director
Given the success of the citizen services Kendras in India were also shut down
project in Punjab, efforts to replicate the

EBITDA and EBITDA margin is calculated excluding other income

11
BLS INTERNATIONAL SERVICES LIMITED | Annual Report 2019-20

Joint Managing
Director’s Message

We recognize
our potential to
deliver cutting-
edge solutions
that encourage
efficiency
and enhance
productivity
Dear Shareholders, create the foundations for a truly Digital potential to deliver cutting-edge solutions
economy continues to be shaped. The that encourage efficiency and enhance
FY 2019-20 proved to be a dynamic and
prevailing macro environment has also productivity. Globally, most services
promising year for BLS as we continued
opened up new vistas of growth for your offered by governments to consumers
to strengthen our focus on customer
Company – especially on the back of our are still semi-automated with low
experience, technological investments
strong technology and processes. penetration of advanced technology. To
and our portfolio of offerings - all of
constantly delight customers with our
which play pivotal roles to sustain our With an increasingly tech-savvy customer superior services, we have launched a
position as a leading Visa Processing base, the need for real/near real-time Mobile Biometric system, Prime Time
and Tech Enabled Government to Citizen fulfilment has risen significantly. Your visa appointment facilities and other
services player. Company recognizes this requirement allied services to seamlessly conduct
and aspires to innovate and invest in complex tasks and thereby, contribute
The digital revolution in India is gaining
solutions that exceed expectations and towards greater operational eloquence.
ground as rampant technological
improve customer experiences. We remain cognisant of our client's
shifts are evident across domains. As
technology and infrastructure is upgraded concerns, understand what they value
and moulded to meet the emerging BUILDING A STRONG FOUNDATION and accordingly, align our services to
needs of retail, enterprise and sovereign deliver what they aspire for.
BLS International remains perfectly
customers, the focus on citizen services,
poised to capitalize on emerging We are constantly improving our
smart cities and other endeavours to
opportunities as we recognize our processes and fortifying existing systems

12
CORPORATE OVERVIEW

to deliver convenient services to our vast Skills, talent and


clientele. Recently, we have upgraded
appointment systems in Morocco to constant devotion to
deliver exceptional
check no-shows against available slots.
After making an appointment from
the BLS site, applicants need to make
prepayments through banks to confirm
the appointment within 3 days. Similarly, service that motivates
us to chart new
in Algeria, we have implemented a 2-way
authentication system for online bookings
to ensure maximum data security.
Moreover, we are constantly monitoring
service standards with regular feedbacks trajectories of growth
and scale higher
from customers in Asia.

IMPROVING OUR FORAY

Our contract with the Spanish mission


entitles us to manage 122 citizen and
peaks of success
consular service centres in 47 countries.
We have also scaled our presence in Resting on our expertise in multilingual excellence.
Russia and China, establishing 28 centres service for call centres, we were awarded
At BLS International, we are aware of
in Russia and 15 in China on behalf of the another prestigious project to represent
an evolving opportunity landscape and
Spanish mission. Visa application centres France in Jordan. We have also been
it prompts us to challenge the status
for Portugal have also been rolled out chosen as the only authorized entity for
quo, reinvent our capabilities and
in Russia. Our unique solution transfers handling ‘Attestation and Legalization
constantly learn from our experience.
biometric data and other personal Services’ for the embassy of Vietnam
While this keeps us on the right path to
information of applicants directly to the in India. We are also processing visa
derive profitable growth, it also allows
Portuguese ministry’s servers in real- applications for people travelling to
us to set benchmarks for the industry.
time without human intervention. It allows Vietnam, through 15 centres in India.
Going forward, we aspire to strengthen
the local mission to process applications
As BLS continues to scale its operations, our technological expertise, efficiently
faster and significantly reduces
building a formidable portfolio of manage resources and create a stronger
turnaround time.
operations, its customer-centric attitude presence in newer as well as existing
Apart from this, we have started the and the zeal to outperform enables it to territories.
Vietnam Visa application centre in Turkey, deliver impressive growth year after year.
At the moment, we are paving the way
Brazil Visa application centre in Lebanon,
forward and looking beyond imminent
and Morocco Visa application centre REACHING BEYOND WITH challenges. Before I conclude, I would
in India. Besides, BLS is also offering OPTIMISM like to convey my sincere appreciation to
Tawseel services in the UAE.
our people. On behalf of the Board and
Our agility and competence are
BLS has also entered into a contract the entire leadership team, I express my
manifested in the strength of our
with the Ministry of Foreign Affairs in gratitude to all our customers, colleagues,
employees- the true ambassadors of
Italy and commenced operations for the business partners, shareholders and the
brand BLS. It is their skills, talent and
processing of Italian visa applications in wider community.
constant devotion to deliver exceptional
Singapore. With provision for additional service that motivates us to chart new Best regards,
services to cater to customer comfort, trajectories of growth and scale higher
we have created Premium Lounges for peaks of success. Together, we remain
our valued patrons and offer photocopy, optimistic about overcoming hurdles,
Shikhar Aggarwal,
courier, translation, mobile biometric and Joint Managing Director
especially the immediate challenges
other allied services. posed by the COVID-19 outbreak to
continue our enduring journey of

13
BLS INTERNATIONAL SERVICES LIMITED | Annual Report 2019-20

Business Segment Overview –


Services tailored to needs
Visa Processing and Value Added Services

With an extensive experience of over a decade,


we are now a trusted partner for visa processing
services for several Diplomatic Missions. Our
state-of-the-art visa application centres help
to streamline systems and enable seamless
processes.
At BLS, we are committed to deliver BLS Centres also act as a one-stop-shop VALUE ADDED SERVICES
the finest experiences and therefore, for acquiring information about visas
offer convenient value-added services and citizenship services. It is perfectly Standard
including automated application and equipped to respond to enquiries from Photocopy
appointment systems, facilities for prospective as well as existing applicants. Courier Services
biometric enrolment, collection and
Our exclusive visa application centres Internet Facility
remittance fees and run helplines to
serve clients. offer the following services –
Premium
VISA PROCESSING
In the last few years, we have leveraged Premium Lounge
advanced technology and innovative Outsourced visa processing Form Filling
solutions to completely revolutionise visa Verification of documents Insurance
& passport application procedures. We
Attestation of documents SMS Alert
offer a broad suite of services designed
to securely manage visa applications Passport services Translation Services
and issue visas, e-visas and resident E-visa services
Platinum
permits with utmost ease and efficiency. Other allied services
To enhance experiences, customized Mobile Biometric
services are also offered through our Prime Time Visa Appointment
centres. Walk-in Without Appointment

NEW CONTRACTS

Portugal Visa Vietnam Visa Brazil Visa Libya & Morocco Started Dubai
Application Application Centre Application Centre Visa Application Rulers court &
Centres in Russia in Turkey in Lebanon Centre in India Tawseel services
in UAE

14
CORPORATE OVERVIEW

MAJOR CONTRACTS

We entered into a contract We entered into a contract We were awarded another We entered into a contract
with the government of with the Ministry of prestigious project to with the embassy of
Spain to manage 122 Foreign Affairs, Italy and represent France in Jordan. Vietnam to accept visa
centres in 47 countries, commenced operations With an unwavering applications in India. We
on behalf of the Spanish for the processing of commitment to deliver have been authorized
mission. We also Italian visa applications in exceptional experiences as the sole entity to
helped to scale Spain’s Singapore. We established to our clients, we offered handle ‘Attestation and
presence in Russia and a world class center multi-lingual services Legalization Services’ for
China, with 28 and 15 equipped to cater to (Arabic, English and the embassy of Vietnam in
branches respectively. Our customer convenience and French) that helped us to India.
operations also increased offer exclusive services deepen our engagement
Spain’s share in the overall including a Premium with clients.
Schengen visa pool. Lounge and specialized
services for photocopying,
courier, SMS alerts and
taking photographs for
passports and visas under
one roof.

CHALLENGES FOR NEW PLAYERS

Strict compliances and qualifications to exclude service providers from the Outsourced services benefit diplomatic
– Due to stringent compliance and final selection missions with improved cost-efficiency
qualification requirements, very few and greater productivity, increasing
global players have been able to win Strict technical & financial qualification preference for such business models
large outsourced visa processing - Companies with a strong financial
contracts, thus offering a huge position are preferred due to their OUTLOOK
opportunity for an established player robust technical infrastructure and
like BLS their ability to provide maximum data Taking into consideration the
security strict compliance and qualification
Long gestation period – Procurement requirements, only a handful of global
of visa process outsourcing/service GROWTH DRIVERS players in this segment have acquired
contracts generally take up to a year large-scale, outsourced visa processing
With rising globalisation, the number
or longer depending on the contract contracts. However, for established
of cross border travellers is projected
size players like us, our experience and
to grow to 1.8 billion by 2028,
expertise in the sector keeps us buoyant
Past experience and expertise - Past providing a significant boost to the
and perfectly poised to capitalize on
performance/ references in the field of sector
growth opportunities. With our systematic
Consular outsourcing are mandatory approach and strategic initiatives, we
Growing cross-border tourism is
to pass Request For Information (RFI) continue to be a preferred partner for our
anticipated to enhance the need for
phases and final selection stakeholders.
outsourced consular and visa services,
Security clearances - Government resulting in more opportunities in the
security clearances can be a factor segment

15
BLS INTERNATIONAL SERVICES LIMITED | Annual Report 2019-20

Business Segment Overview –


Tech enabled Government to
Citizen Services
We at BLS International, offer unmatched
capabilities through our tech enabled
Government to Citizen services vertical.
Banking on our state-of-the-art infrastructure,
the expertise of our talented workforce and
the use of contemporary technology, we have
designed secure, sophisticated and well-
appointed Citizen Service Centres.
Today, we are a trusted partner for Tech and governance, but it also enhances service provider, offering customized
enabled Government to Citizen Service access to various services within strict citizen services with a strict focus on
across the world. Central, regional as operational frameworks. Outsourced stringent quality control and efficient
well as local governments collaborate services also allow governments to process handling. Our centres deal with
with trusted external partners like us reduce their workload and focus on document collection and application to
to procure cost-effective and superior accurately assessing crucial documents, offering solutions for secure enrolment
quality services tailored to individual thereby facilitating ease of operations. of biometric data, e-visas, registrations,
requirements. It not only empowers them permits and other administrative tasks.
to reduce identity frauds and fortifies Over the years, BLS International has
their effort to ensure national security established a firm footing as a preferred

16
CORPORATE OVERVIEW

TYPICAL PROCESS FLOW FOR TECH ENABLED


GOVERNMENT TO CITIZEN SERVICES

Application Sewa Operator Scanner & Approval Verification, Delivery Sewa Document
Submission Kendra Photo Authority Processing, Process Kendra Printing
Approval

MAJOR CONTRACTS INDICATION OF MARKET SIZE

We were awarded the first prioritizing solutions and services


international Citizen Services contract from specialist service providers
by the Embassy of Afghanistan in 2017

We have opened Citizen Service


centers (CSC) in Gulf countries
Central, as well as state governments,
are undertaking initiatives to render
public services with ease and
150
Potential
including UAE and Saudi Arabia for efficiency countries
citizens of Afghanistan

We work closely with UAE Ministry of OUTLOOK


External Affairs to provide customized
Citizen services offered by governments
solutions
are mostly semi-automated and in the

500+
We are also working with the state absence of cutting-edge technology,
government of Punjab to deliver front- procedures can be time consuming and
end services to Indian citizens, thereby inconvenient. We believe, specialized
partners like BLS International can Outsourceable
enhancing citizen convenience service in each
completely transform procedures, reduce country
delivery time, increase efficiency and
GROWTH DRIVERS enhance customer delight. It will not only
improve the government’s image in the
The government of India has
eyes of its citizens, it will also add to the
undertaken several initiatives to
credibility of government services. After
provide attractive opportunities in the

100bn
the successful implementation of the
e-service ecosystem
Punjab e-governance project, several
The government has also shown states like Haryana, Delhi and Orissa is
$
intent and commitment to accelerate looking to replicate the same, placing us Annual global
in an advantageous position to benefit opportunity
the adoption of online platforms for
providing Citizen Services from growth opportunities.

To expedite and realize the vision


of a Digital India, the Government is

17
BLS INTERNATIONAL SERVICES LIMITED | Annual Report 2019-20

Case Study

StarFin – National Business Correspondent/


Business Facilitator/Technology Service Provider

Through our subsidiary StarFin, we have


established a robust network of centers
to deliver last mile services to under-
banked rural and remote populations where
traditional financial service providers cannot
operate. At present, we have acquired
National BC license from India’s largest bank,
State Bank of India.
We are distinctively positioned to expand
our services, branches as well as our
banking and non-banking collaborations
to become a large financial and
distribution services platform for multiple
B2C & B2B services. We are also in the
process of acquiring IRDA License for
Corporate Agency of Insurance Products.

WE OFFER SERVICES SUCH AS

Money Transfer

Cash Deposits, Cash Withdrawal, AePS


Withdrawal

Savings Account, Recurring Deposits

Social Security Scheme / Jan Dhan &


PMY Schemes

Identification of Borrowers

Preliminary processing of Loan


Applications

Promotion and Nurturing of SHGs

Follow up for Recoveries

Recovery for Principle and Interest

Sale of Microcredit products, Mutual


Funds, Insurance, etc

18
CORPORATE OVERVIEW

OUR PRESENCE

Circle Total CSP


Ahmedabad 12
Chandigarh 23
Delhi* 983
Jaipur 287
Lucknow 53
Grand Total 1593
*Including parts of UP, Uttarakhand, Haryana,
Rajasthan

KEY STATISTICS FOR FY 2019-20 J 350 Crore

2 6 Monthly average volume of


2 28 transactions
Money Transfer
7
Average Balance Maintainance
Cash Withdrawal
8
Service-wise Rural Commision

13
Contribution (%) AePS Withdrawal
Cash Deposit
Debit card
1550+
IMPS
CSPs spread across 11 states
14 20 Others
in north India

19
BLS INTERNATIONAL SERVICES LIMITED | Annual Report 2019-20

Our People
Strategy
In a competitive and evolving business
landscape, the true differentiator for any
organization is its people and at BLS, we
consider our diverse, talented and motivated
workforce as the backbone of our success.
Our people are essential to the successful delivery of the BLS strategy, enabling
sustainable business performances year after year. We aim to foster an inclusive and
encouraging working environment, conducive for professional as well as personal
growth. We continuously strive to increase employee engagement and strengthen
leadership capabilities to keep our people aligned with organizational objectives.

~5,000
Employees across the globe

20
CORPORATE OVERVIEW

ENCOURAGING DYNAMISM OUR RESPONSE TO COVID-19


Our agile practices, ability to adapt and plenty of opportunities to grow. We As the Covid-19 pandemic disrupted
adopt to evolving circumstances enable recognize that it is crucial to attract and lives and businesses alike, in
us to implement plans and execute retain talented people to sustain our India and the rest of the world, at
projects faster than others in the domain competitive edge and create a future- BLS International we aligned to
and it helps to keep our employees ready workforce. Therefore, along with our people philosophy to ensure
engaged, enthused and excited. It not seeking new talent, we provide existing the safety and wellness of our
only caters to the development of our employees with ample opportunities to people. We undertook the following
organization but, also helps to fulfil upgrade and improve their skillsets. initiatives –
objectives with greater ease. We also
understand the importance of fostering At BLS, we offer on-the-job-trainings, Implementation of social
clear channels of communication between virtual learning channels and classroom distancing norms
the management and our employees and training. We have also implemented the
Learning Management System (LMS), a Sanitization and disinfection of
therefore, encourage dialogue across
software application used to plan, execute BLS Centers across the globe
organizational verticals.
and assess specific learning processes. Mandatory use of face masks and
We also develop leadership programs hand sanitizers
CREATING A FUTURE-READY for our employees, organize digital
WORKFORCE workshops, mentoring, and other training
Disinfection of biometric
machines and other commonly
programs to help our people acquire new
We offer our employees a dynamic and touched surfaces
skills and knowledge.
inclusive working environment with

21
BLS INTERNATIONAL SERVICES LIMITED | Annual Report 2019-20

Bridging the
social divide
BLS International realizes that business
profits alone do not define the success of
an organisation. We believe in the holistic
development of society, ensuring progress
in every sphere of the social strata.
At BLS International, we are committed to our CSR goals not just as an
organisational objective but as a way to positively impact communities in which
we operate. Our CSR strategy reflects our efforts to inspire and connect people
while investing in real and measurable actions to ensure sustainable change
across social and economic divides. We continue to partner with NGOs and
leading industry players to deliver unique solutions aimed at empowering lives.

OUR CSR ACTIVITIES BROADLY


COVER THE FOLLOWING AREAS:

Skill Development modules Entrepreneur Training

Our collaboration with Sum Drishti With an aim to provide sustainable means
has allowed us to partner with 147 of livelihood, our entrepreneur training
industry players & 314 small & medium
enterprises to develop customized
training modules & skill development
43,500 program offers special skill development
opportunities to people from towns and
villages.
programmes to generate employment
opportunities for the nation’s youth. Youth trained
1,750
People trained

22
CORPORATE OVERVIEW

Women Empowerment

It is our constant endeavour to empower women with education and life skills. It
6,750
encourages us to adopt various initiatives to impart education, spread awareness and
promote self-employment through various programmes. Women Empowered

Healthcare & Hygiene Other initiatives

We believe health and hygiene should Counselling sessions for women and Promotion of digital & smart education
be the foremost priorities for a healthy children for children in 73 villages
society. However, millions in our
country still do not have access to Preventive health check-ups Donation of homes to homeless people
quality healthcare. In an effort to make
Health awareness camps Promotion of smart agricultural
a difference, we undertook several
practices by educating and
initiatives including: Construction of more than 370 toilets empowering farmers
Arrangements for medical check-
up of children and women from
economically disadvantaged families

23
BLS INTERNATIONAL SERVICES LIMITED | Annual Report 2019-20

Profile of
Board of Directors
Mr. Nikhil Gupta Mr. Ram Prakash Bajpai
Managing Director Independent Director

Mr. Nikhil Gupta is a Chartered Accountant across diverse fields, including finance, Mr. Ram Prakash Bajpai is the ex-
with over 36 years of experience in audit, management, administration and human Chancellor of Vel Tech Technical
consulting, finance and leadership roles resources. He has spearheaded various University, Chennai and also vice
for both MNCs and Indian conglomerates. organizations including BLS Polymers, chancellor of Kurukshestra university,
Prior to joining BLS, he served as BLS Ecotech, BLS International and GJU university -Hissar, Deenbandu Chotu
the Managing Director and CEO of a was instrumental in setting up three Ram university- Murthal. He has been a
manufacturing company for over a greenfield textile projects for group Director/ distinguished scientist at the
decade, where he was instrumental companies of BLS. He played a significant Central Scientific Instrument Organization
in turning it around and subsequently role in the Punjab e-governance project. under Govt. of India, Chandigarh. His
growing it multifold to become an He is also a keen golfer and a marathon experience spans more than five decades
industry leader. He has also been runner. He graduated in finance and in the realms of electronics, micro-
associated with Pricewaterhouse management from the University of electronics, material science, nano-
Coopers, Novartis India, Raychem RPG Bradford and completed a specialisation electronics and opto-electronics. He has
and RPG Cables. He has travelled around course in finance from Harvard University. held several high profile governmental
the world and brings an international positions in the past. He holds a
Mr. Sarthak Behuria
perspective to the Company. He holds a doctorate degree from Indian Institute
Independent director
degree in Economics (honours) from Delhi of Technology, Delhi, and D.Sc. from
University and is an associate member Mr. Sarthak Behuria has been Hokkaido University, Japan.
of the Institute of Chartered Accountants superannuated from the chairmanship Ms. Shivani Mishra
of India (merit list) of Indian Oil Corporation, India’s largest Independent Director
commercial enterprise. Prior to joining
Mr. Shikhar Aggarwal
Indian Oil, he was the Chairman and Ms. Shivani Mishra possesses
Joint Managing Director
Managing Director of Bharat Petroleum more than eight years of experience in
Mr. Shikhar Aggarwal has been Corporation Ltd (2002-2005). He was the fields of finance and accounts and
associated with the Company since 2014 also Chairman (part-time) of Chennai holds a Master’s degrees in commerce
and looks after various verticals of the Petroleum Corporation and Bongaigaon and business administration.
Company. A young, vibrant and dynamic Refinery & Petrochemicals. He has also
professional, he holds a Bachelor’s headed Indian Oil Tanking Ltd., a joint
degree from Delhi University. In a short venture for building and operating
span of time, his proactive strategies terminalling services for petroleum
have helped take the business to a new products. He is currently associated with
level. the Adani Group, heading their LNG and
LPG businesses. He has been conferred
Mr. Karan Aggarwal honorary fellowship of Energy Institute of
Executive Director the United Kingdom. He is an alumnus of
St. Stephen’s College, Delhi University
Mr. Karan Aggarwal joined the and the Indian Institute of Management,
board of the Company in FY 2016- 17. Ahmedabad.
His decade-long experience spans

24
STATUTORY REPORTS

MANAGEMENT DISCUSSION
AND ANALYSIS
INDUSTRY OVERVIEW Indian G2C Services Landscape village councils, to make it easier for
millions to connect online. With a strong
Global Tech Enabled Government to In the last few years there has been foundation of digital infrastructure and
Citizen (G2C) Services Landscape a massive explosion in information expanded digital access through Digital
technology the world over. The confluence India Programme of the Government, India
Every industry and government is facing of electronics and telecommunications is now poised for the next phase of growth
digital disruption across the globe. The has opened new vistas of transmission, creation of tremendous economic value
goal of G2C is to provide one-stop, online storage and retrieval of information and empowerment for citizens as new
access to information & services to as never before. These are being digital applications permeate sector after
Citizens so that they are be able to find increasingly used for decision-making, sector. The country can create up to $1
and access what they need with ease. The not only in the corporate world but even trillion of economic value from the digital
public expects the agility and efficiency in public administration. The increasing economy from $200 billion currently
found in the private sector, for the population and the massive burden on by 2025. Improving the trust between
governments to get more private players civic amenities and the socio-economic governments and citizens is fundamental
with the skills, to participate, and meet infrastructure is unimaginable. With this to good governance and Information
these requirements to grow economies. transformation, e-Governance becomes and Communications Technology (ICT)
not only a necessity but an integral part is progressively becoming an essential
Presently, services offered by the
of every nation. In India, e-Governance tool for promoting accountability,
government are still semi-automated
initiatives have traditionally been convenience and transparent governance.
with a low penetration of cutting-edge
confronted with the dual challenges of Governments around the nation are
technologies, leading to slow and
automating government departments and pushing hard to leveraging solutions
inefficient delivery. Today’s citizens are
taking online services to the common man. and services from specialist service
seeking the same conveniences they’ve
become used to in their experience providers to realize the vision of Digital
e-Governance has moved beyond
as consumers, for example improved India. From utilizing ICT for elections,
government departments. It has now
efficiency and optimized interactions census, computerizing all the government
become about transforming the way
across mobile, social and web. This offices, to digital lockers e-Transportation,
governments work and reinvent people’s
has led to an increased demand for e-Health, e-Education and e-Taxation, the
participation in the democratic process.
outsourcing to a specialized partner that new India has paved its way in the realm
e-Governance provides a platform
reduces delivery time, increases efficiency of e-Governance.
to integrate solutions and services
and leads to customer delight which in between Government-to-Citizens (G2C), The government is working with
turn enhances government image and Government-to-Business (G2B) and stakeholders, to build India on this digital
national brand. Government-to-Government (G2G), dynamism to deepen, widen, and scale
empowering both the government and the up its digital economy in the coming
The Government to Citizen (G2C) Services
citizen like never before. years, creating huge economic value and
market is increasingly developing as an
imperative in the business largely owing empowering millions of people across all
According to a research conducted
to the increasing use of data, increased walks of life. The impressive number of
by McKinsey, an average Indian user
business collaborations, compliance more than 1.25 billion Indians4 already
currently consumes more than 8 GB of
mandates, and government regulations. enrolled for the government’s biometric
mobile data per month, which exceeds
This assistance offered by specialist service digital identity programme. Aadhaar,
the average in more digitally advanced
providers including integration, support, is one of the examples of the digital
countries such as China and South Korea.
and training, has availed the industries for amplification bringing massive number of
It is projected that India will witness an
the best practices, which has ensured a users onto a common digital platform.
increase in the number of internet users
burgeoning market. The extensive need to 800 million 3 by 2023 driven by the Driven by technology, e-Governance is
for enterprise-wide management systems increasing availability and decreasing transforming citizen services by providing
is encouraging transparency among the cost of high-speed connectivity and access to information, integrating
systems, which is augmenting the overall smartphones. The Digital India initiative various systems and services between
demand across the globe. Moreover, with undertaken by the government is bringing government and citizens, thereby
the increasing demand coupled with cost broadband internet access to 250,000- empowering and enhancing citizen’s
efficiency and better security features. gram panchayats, or self-governing social, environmental and economic

25
BLS INTERNATIONAL SERVICES LIMITED | Annual Report 2019-20

values. With private players collaborating global GDP in 2019, comprising 10.3% implementing severe travel restrictions to
with the government in fostering a of the global GDP. Approximately 1.5 curb the spread of the pandemic, national
digitally empowered India, it is likely billion international tourist arrivals were and international tourism has come
to see efficient and safer modes of recorded in 2019, globally, indicating a to a drastic halt. 96% of all worldwide
functioning at different levels. 4% growth of the industry2. Tourism plays destinations have introduced travel
a crucial role in a country’s economic restrictions, as of 6th April, 2020. It is
Land record registration service growth and around 10% of all jobs in estimated that the global revenue for the
the world are supported by the tourism travel and tourism industry will drop by
In India, land ownership is primarily
industry, in some way or the other. The 34.7% in 2020, with Asia forecast to see
established through a registered sale
industry created 330 million jobs in 2019. the gravest overall decrease in revenue
deed (a record of the property transaction
as well as the highest employment loss in
between the buyer and seller). Other In 2019, international arrivals increased. the entire industry.
documents used to establish ownership The Middle East emerged as the fastest
include the record of rights (document growing region for international arrivals, With over 90% of the world living in
with details of the property), property recording a growth of 8%, followed by countries with travel restrictions, the
tax receipts, and survey documents. Asia and the Pacific region at 5%, showing Covid-19 pandemic has brought travel
Governments outsource these procedures above-average growth. International to a standstill. While it is fairly known
to various third part expertise such as arrivals in Europe and Africa increased that the pandemic has bruised many-
BLS International in order to improve the in line with the world average, at 4%, a-industries, it has etched a scathing
quality of land records and making them America saw a growth of 2%. However, impact on global tourism, which in fact
more accessible. The government seeks uncertainty surrounding Brexit, accounts for ~10% of the global GDP. Given
to achieve complete computerisation of geopolitical and social tensions and the the wide-spread restrictions on travel
the property registration process and global economic slowdown contributed globally, World Tourism Organization
digitisation of all land records. Third party to slower growth in 2019, compared to (UN’s specialized agency for tourism
expertise such as BLS International, with the exceptional rates of 2017 and 2018. (UNWTO), has predicted a 20-30%
its latest technology, helps in achieving Demand growth also weakened, mainly in decline in international tourist arrivals
this goal and ensures smooth functioning advanced economies and particularly in in comparison to previous year. Going
of services. Europe. forward, the tourism sector as a whole,
including travel companies and airlines,
Global Tourism Industry Overview COVID-19 has significantly impacted face an unprecedented challenge in the
the global tourism industry in 2020 and, face of Covid-19 and is likely to experience
Travel and tourism directly contributed
presumably, the impact will be seen slowdown in the short to medium term.
approximately US$ 8.9 trillion1 to the
in the years to come. As countries are

Travle & Tourism Regional Performance, 2019*

North America Caribbean Europe Middle East North East Asia South Asia
$ 2.1 TN | 8.8% $ 59 BN | 13.9% $ 2.0 TN | 9.1% $ 245 BN | 8.6% $ 2.1 TN | 9.8% $ 234 BN | 6.0%
Latin American Africa South East Asia Oceania
$ 299 BN | 8.8% $ 168 BN | 7.1% $ 380 BN | 12.1% $ 197 BN | 11.7%

2.4
2.3
5.3 4.5 6.4
3.4
4.6
2.2

1.6 1.2

$ Total GDP Contribution (US$) % Whole Economy GDP % T&T GDP Growth

[Source : wttc.org]
1
https://wttc.org/Research/Economic-Impact
2
https://www.unwto.org/world-tourism-barometer-n18-january-2020

26
STATUTORY REPORTS

COMPANY OVERVIEW The use of innovative technology, a • Consular services


team of proficient personnel and its
BLS International Services Limited is a • E-visas
emphasis on delivering brilliant service
globally renowned leader in Visa and Tech differentiates it from the rest. Additionally, • Biometrics and identity management
enabled government to citizen services. its proprietary technology platform services
BLS International has an impeccable enhances efficiency and continues to
reputation of setting exceptional standards • Verification and attestation services
evolve year-after-year.
of service. The company manages visa, • Value-added services
passport, consular, attestation and tech Services offered by the company –
enabled citizen services for government • Passport services
and diplomatic missions in Asia, Africa, • Visa processing services
• B2C services
Europe, South America, North America and • Client and front-end services
the Middle East.

COMPETITIVE STRENGTHS
• Strategic deployment of Technology, processing systems ensure quick • Asset light, high FCF business model
People & Process: The Company’s turnaround times. The Company with net cash positive: All the global
agile, secure and highly scalable employs about 5,000 people from branch offices of BLS International
systems and processes drive its 60+ nationalities and maintains a are on lease, making it an asset-light
business success. It ensures data retention rate of more than 90%. business with minimum liabilities.
security through its personal as The company has an efficient
well as cloud-based platforms. BLS • Strong global presence: The capital utilization mechanism to use
International is a ISO 9001, ISMS Company has branches in 62 funds only for contract execution.
27001, ISO 23026 certified Company countries and has a total of 2325 Besides, its Citizen Service offices
and its agile proprietary processes, centers globally. It enables BLS to are operated by BLS and developed
complex data handling capability maintain its dominant position in the by the government, thereby ensuring
and integrated scheduling and industry and facilitates it to capitalize cost optimization.
on growing business opportunities.

FOCUS AREAS
• Strong Focus on tech enabled citizen • Continued leadership through to develop robust, agile and cutting-
services – By leveraging domain organic growth in visa and value- edge processes that enable last mile
expertise, the Company will continue added services: The Company penetration and enhanced service
to focus on offering tech enabled focused on deepening its presence experience. It also aims to build
citizen services for governments and by offering more services and best-in-class centers for delivering
diplomatic missions worldwide. BLS increasing its wallet share. It superior service with ease and
International aims to tap into the also intends to makes its foray in efficiency.
international market for outsourced new geographies to capitalize on
citizen and front-end services. emerging opportunities. • Strong focus on balance sheet and
Further, it aspires to take up cash generation: The Company
government projects in India to drive • Leveraging strong technology will focus on projects entailing
future growth. The Company will platform, trained staff and years of direct collection from customers,
focus on increasing wallet share by domain expertise: To keep pace with thereby eliminating dependence on
extending beyond initial visa contract rapid digitization, the Company plans government revenues and receivable
to other citizen services to lessen the to leverage advanced technology, cycles. It will also continue to focus
impact of current situation. experienced staff and expertise built on the asset light business model
with minimal capex for new projects.

27
BLS INTERNATIONAL SERVICES LIMITED | Annual Report 2019-20

Financial Review for the year ended, 2020 is H5,237.94 Russia) were impacted from early part of
Lakhs compared to H10,516.68 Lakhs in Q4FY20, whereas, most of the countries
Operational Revenue stood at H78,613.54 the same period of last financial year. shut down during the last 15 days of FY20
Lakhs compared to H80,382.79 Lakhs Revenue was impacted by the Covid-19
in FY20, compared to H84,638.78 Lakhs pandemic as the government across Total borrowings (short + secured +
in FY19. EBIDTA* for the year stood at countries enforced travel restrictions and current maturities) is H88.32 Lakhs as on
H9,639.67 Lakhs compared to H15,097.61 lockdowns. Visa and consular services 31st March ‘20.
Lakhs in FY19. Profit After Tax (PAT) operations in some of the countries (China,

Key Ratios

Ratios FY19 FY20


ROCE 35.12% 19.54%
ROE 28.27% 12.23%
D/E 0.08 0
EBITDA* Margin 17.84% 12.06%
PAT Margin 12.43% 6.55%
Debtor Days 88.21 days 67.08 days
*Excluding exceptional item

Operational Highlights services Center which went live from more applicants and provide more
November 2019 enhanced services
• The Company was awarded
Digital Technology Award in Visa • The Company was Awarded ‘Brand • The Company was awarded
Outsourcing Service Sector at the Excellence Award in the Visa ‘Quality Excellence Award for the
Business Leader Awards in Feb 2020 Outsourcing Service Sector’ by ABP Best Operational Process in Visa
News in Nov 2019 for excellence in Outsourcing’ at the World Quality
• The Company commenced accepting visa process outsourcing and allied Congress & Awards
visa applications from October 2019 services
to provide efficient visa application • The Company received ‘India’s Most
services to people traveling to Brazil • The Company inaugurated new Spain Trusted Visa Outsourcing Services
from Lebanon for business, work or Visa Application Centres in Belarus Company’ for its excellence in visa
leisure and Miami process outsourcing and allied
services at India’s Most Trusted
• The Company entered into an • The Company relocated Spain Visa Companies Award 2019
exclusive partnership with the Application Centres to larger sites
Embassy of Libya to provide visa in Ankara & Tashkent to service

28
STATUTORY REPORTS

RISK AND CONCERNS

Risks Mitigation

Economic risk - A soft or modest economic growth might India’s sustained economic growth continues unabated,
have cascading effect on several industries or sectors could despite several macro and micro-economic challenges. The
impact business sustainability. regulatory reforms and proposed investment plans will aid
for recovery in economic growth post the pandemic Covid-19
that caused a temporary halt to operations and economy
across the country.

Unforeseen risk - An unexpected and unforeseen pandemic Incidents like Covid-19 are completely unexpected and highly
like Covid-19, which has caused business disruptions impossible risks to mitigate. The Company is readying its
and caused loss of lives across the world, might disrupt centers with appropriate sanitation and protection measures
business in the near short to medium term to ensure the safety of their employees and customers
as travel restrictions are expected to pick up in phased
manner. Moreover, the Company has realigned the costs
by rationalizing rent and operational expenses in order to
reduce the impact on financials.

Competition risk - Competition risk describes the risk As one of the leading players in the visa and tech enabled
associated with growing competitive pressures and it might citizen services space, the Company strives to meet
prevent the Company from achieving its predicted margins challenges and satisfies customer demands by offering
and market share. superior service and has over the years garnered significant
brand equity.

Security risk - The Company has access to sensitive and The Company has an established robust system from
confidential data as it is a part of consular services industry. reputed vendors and has in-house operations & maintenance
Lack of adequate and integrated Information management team, certified with global standards to ensures high data
system could expose and disrupt the operations, thereby integrity.
causing fall in margins and profitability.

Human Resources Risk - The inability to retain or acquire The Company undertakes training and development
competent and experienced employees may hamper the programmes regularly to enhance the skills of its employee.
Company’s ability to pursue growth strategies effectively. Further, the company conducts also focuses on employee
retention. The Company enjoyed a low attrition in FY 2019-20,
way below the industry average.

HUMAN RESOURCES

BLS International takes pride in the its People Development Processes and
commitment, competence and dedication strives to hone skill sets that helps to
shown by its employees in all areas of its realize the vision and focus on areas that
business. The Company considers people are critical for succeeding strategically.
as its biggest assets and hence, has put in
concerted efforts in talent management
Apart from continued investment in skill
and leadership development of its people,
~5,000
and succession planning practices, strong
performance management and learning
the Company also focuses on employee Number of
engagement initiatives and drives aimed
and training initiatives to ensure that it
at increasing the culture of innovation
employees
consistently develops inspiring, strong
and credible leadership. The Company & collaboration across all strata of the
infuses a lot of rigor and intensity in workforce.

29
BLS INTERNATIONAL SERVICES LIMITED | Annual Report 2019-20

INTERNAL CONTROL SYSTEMS the audit systems, policies, procedures risk(s), inter-alia, to the Company and
AND THEIR ADEQUACY and financial controls are adequate and the environment in which it operates.
efficient. A committee reviews audit The results of these assumptions made,
The business that the Company is finding on a regular basis to ensure relying on available internal and external
engaged in requires a robust framework effective compliance, control and risk information, are the basis for determining
of control systems that ensure operational mitigation. certain facts and figures stated in the
consistency and informational security. report. Since the factors underlying
The Company has implemented a series these assumptions are subject to change
of checks and controls to ensure the
DISCLAIMER
over time, the estimates on which they
assets and interests under its care are Certain statements in the MDA section are based, are also subject to change
protected and all financial data reported concerning future prospects may be accordingly. These forward-looking
by it are accurate and reliable. The highly- forward-looking statements which statements represent only the Company’s
sensitive nature of the business places involve a number of underlying identified current intentions, beliefs or expectations,
emphasis on security and the Company / non identified risks and uncertainties and any forward-looking statement
has invested in robust data security tools that could cause actual results to differ speaks only as of the date on which
and a state-of-the-art monitoring system. materially. In addition to the foregoing it was made. The Company assumes
BLS International’s global operations changes in the macro-environment, no obligation to revise or update any
are certified with the ISO 9001:2008 for global pandemic like COVID-19 may forward-looking statements, whether as
quality management and ISO 27001:2005 pose an unforeseen, unprecedented, a result of new information, future events,
for information security. The framework unascertainable and constantly evolving or otherwise.
is periodically reviewed to ensure that

30
STATUTORY REPORTS

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
(Amount In H Lakhs)
Consolidated Standalone
Particulars
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 & 9639.67 15097.61 3203.27 2083.95
Exceptional Item(EBIDTA)
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) 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
Consolidated
compared to H1,328.07 Lakhs in the previous year.
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 3. DIVIDEND
Lakhs in the previous year. Earnings before Interest,
Depreciation, Taxation & Exceptional Item (“EBIDTA”) was During the year under review the Company has given
at H 9,639.68 Lakhs, registering a fall of 36.15% y-o-y, as strong and growing financial performance, considering the
compared to H 15,097.61 Lakhs in the previous year. Profit
performance of the company, the Directors have declared
after tax (“PAT”) for the year stood at H 5,237.95 Lakhs,
interim dividend of 50% (Re. 0.50/- per equity share) on
decreased by 50.19% y-o-y, as compared to H 10,516.68
Lakhs in the previous year. February 01, 2020. Based on the Company’s performance,
further, your Directors are also pleased to recommend for
Standalone the approval of the Members a Final Dividend of 50% (Re.

Total revenue increased by 19.83% y-o-y at H 7,314.79 Lakhs 0.50 per equity share) for the financial Year ended March 31,
as compared to H 6,104.41 Lakhs in the previous year. EBIDTA 2020. The final dividend shall be payable post Shareholders’
was at H 3,203.27 Lakhs, registering a growth of 53.71% y-o-y, approval at the 36thAnnual General Meeting.

Particulars of Dividend Par Value (in H) Dividend Declared Dividend Amount Beneficial name at the
(as % of Par Value) (in H) 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).

31
BLS INTERNATIONAL SERVICES LIMITED | Annual Report 2019-20

4. TRANSFER TO RESERVES: ii) BSE Scrip Code: 540073

Consolidated iii) MSEI Scrip: BLS

The closing balance of the retained earnings of the Company The annual listing fees for the current year have been paid
for FY 2020, after all appropriation and adjustments was to the exchanges.
H 38,580.48 Lakhs.

Standalone
7. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATES
The consolidated financial statements of the company &
The closing balance of the retained earnings of the Company
its subsidiaries which form part of Annual Report have
for FY 2020, after all appropriation and adjustments was
been prepared in accordance with section 129(3) of the
H 2,922.18 Lakhs.
Companies Act, 2013. Further, a statement containing the
salient features of the Financial Statements of Subsidiary
5. SHARE CAPITAL
and Associate Companies in prescribed Format AOC – 1* is
During the year under review, there was no change in the annexed herewith as “Annexure - I”.
Company’s issued, subscribed and paid-up equity share
In accordance with Section 136 of the Companies Act, 2013,
capital. On March 31st, 2020, Paid Up share capital stood at
the Audited Financial Statements, including the Consolidated
H 10,24,50,000/- divided into 10,24,50,000 equity shares of
Financial Statements and related information of the
H 1/- each.
company and its Subsidiaries are available on the website
of the Company (http://www.blsinternational.com). These
6. LISTING AT STOCK EXCHANGE documents will also be available for inspection during the
The shares of the company are listed on the National Stock business hours at the Registered Office of the Company. Any
Exchange, Bombay Stock Exchange and the Metropolitan member desirous of obtaining a copy of the said Financial
Stock Exchange and traded on the exchanges under the scrip Statements may write to the Company.
code given below: *The information provided for Associate Companies in Form AOC-1 are
based on Figures as provided from 1st January, 2019 to 31st December,
i) NSE Scrip: BLS 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 Country Line of Business


/ Acquisition

BLS INTERNATIONAL FZE Wholly Owned (100.0%) 07th September 2011 United Arab Outsourcing Services
(Establishment) Emirates
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 10. AUDITORS


detail in the Management Discussion and Analysis Report,
attached separately. a) Statutory Auditors

M/s SS Kothari Mehta & Co. Chartered Accountants, (FRN


8. MANAGEMENT DISCUSSION AND ANALYSIS – 000468N),New Delhi, were appointed as the Statutory
REPORT Auditors of the Company by the Shareholders in their
meeting held on 19th September, 2018 for a period of
Management Discussion and Analysis Report (MD&A) for 5 years to hold office upto the conclusion of the 39th
the year under review, in compliance with Regulation 34 Annual General Meeting. Pursuant to section 139 of the
of SEBI (Listing Obligations and Disclosure Requirements) Act requirement of the ratification of the appointment
Regulations, 2015 (herein after referred to as “SEBI LODR”) of Statutory Auditors at every Annual General Meeting
has been enclosed separately in the Annual Report. has been omitted and accordingly the ratification of the
appointment of M/s SS Kothari Mehta & Co. Chartered
9. LITIGATION Accountants, has not been considered.

There are no new or outstanding litigation against the b) Secretarial Auditors


Company, as on March 31st, 2020. Since there was no new or
In terms of Section 204 of Companies Act, 2013 and Rules
outstanding litigation against the Company, no impact on the
made thereunder, Dayal & Maur Company Secretaries,
financial position of the Company need to be reported under
were appointed as Secretarial Auditors of the Company
this report.
for the Financial Year 2018-19 and 2019-20.

32
STATUTORY REPORTS

C) Details of Internal Auditors 1. The Company has not filed the following forms
required to be submitted with the Registrar of
Pursuant to the provisions of Section 138 of the Companies:
Companies Act, 2013 and rules made thereunder
(including any amendment(s), modification(s) or re- a. Form MGT-14 for the appointment of internal
enactment(s) thereof for the time being in force), the auditor M/s. Nangia & Co LLP which was
Board of Directors of the Company, on recommendation approved by the board of directors at its
of Audit Committee, at their meeting have appointed M/s. meeting held on 6th August, 2019.
Nangia & Co. LLP, Chartered Accountants as Internal
b. Forms CHG-1 & MGT-14 with regard to availing
Auditors of the Company for the Financial Year 2020-
facility of H 26,57,965/- from Daimler Financial
2021, to conduct Internal Audit of the Company Services India Private Ltd to purchase vehicle
which was approved by the Board of Directors
d) Details of Audit Qualification on Consolidated Financials
at its meeting held on 27th May, 2019.
by Statutory Auditor:
2. The Company does not have power to borrow
The Auditors’ Report for the financial year ended funds as the enabling clause in this respect is not
31st March 2020, contain following qualification or incorporated in its Memorandum of Association.
reservation or adverse remark:
Management Reply on Secretarial Auditors
“We draw attention to Note 3 to the Consolidated observations:
financial results, wherein other income includes profit 1. The Company has inadvertently oversight to
on sale affixed assets (property, plant and equipment) file mentioned e-forms with the MCA. However
amounting to H 3382.80 lakhs. The Punjab Government the Company is in process to take necessary
has terminated master service agreement with three action for filing of the abovementioned forms
Indian Subsidiaries (i.e. BLS E-Services Private Limited, with the MCA.
BLS E-Solutions Private Limited and BLS IT Services
Private Limited) vide its letter dated January 30, 2018. 2. The Company is in process to altering its
As per the terms of contract, these Companies have to Memorandum of Association by incorporating
transfer the fixed assets (hardware infrastructure) at the enabling clause of power to borrow funds in
net block (Procurement price less depreciation as per ensuing 36th Annual General Meeting of the
provision of the Companies Act, 2013) of the assets. The Company to be held on September 21, 2020.
Companies have accordingly handed over the hardware
infrastructure to the authority and transferred these at
11.
PARTICULARS OF LOANS, GUARANTEE OR
the net block based on their understanding of the master
INVESTMENT UNDER SECTION 186
service agreement by taking the life of these assets of
5 years and have accounted profit on such transfers. The details of Loan and Investments and guarantees covered
The companies have communicated the basis of arriving under the provisions of Section 186 of the Act are given in the
at the net block to the authority which is pending final Notes to the Financials Statements forming part of Annual Report.
acceptance by them. “

Pending final acceptance by the authority, we are unable


12. EXTRACT OF ANNUAL RETURN
to comment on recognition and accounting of profit on In compliance of section 92(3) of the Companies Act, 2013
sale of fixed assets. (‘the Act’) and rule 12(1) of the Companies (Management
and Administration) Rules, 2014, extract of Annual Return
Management View on Audit Qualification:
in prescribed Form MGT-9 is Annexed as Annexure III, which
The Company has physically transferred the fixed forms part of this Report. The same also available on the
assets to the Government of Punjab on termination of website of the Company at https://www.blsinternational.com.
the contract. These have been invoiced to the Punjab
Government at cost, as defined in the contract, less 13. AWARD & RECOGNITION
depreciation provided over the period of the contract.
This has been explained to the Punjab Government and • Received “Quality Excellence Award for the Best
waiting for their final approval. Operational Process in Visa Outsourcing” at the World
Quality Congress & Awards in July 2019
e) Details of observations on Secretarial Audit Report by
• Mr. Shikhar Aggarwal - JMD, BLS International, was
Secretarial Audito:
awarded with ‘Excellence in Business Leadership” at the
The report of Secretarial Auditor has been enclosed in 10th CMO Asia Awards for ‘Excellence in Marketing and
Form MR 3 as Annexure – II. Secretarial Audit Report for Branding’ at Pan Pacific, Singapore in November 2019
the financial year ended 31st March 2020, does contain
• Received ‘India’s Most Trusted Visa Outsourcing Services
following observations which are self-explanatory.
Company’ for its excellence in visa process outsourcing

33
BLS INTERNATIONAL SERVICES LIMITED | Annual Report 2019-20

and allied services at India’s Most Trusted Companies from the post of Managing Director of the Company on
Award 2019 in August 2019 12th August 2019 upon expiration of term of appointment.
Mr. Rakesh Amol was appointed as Managing Director of
• Were awarded the ‘Brand Excellence Award in the the Company w.e.f. 13th August 2019. Mr. Surinder Singh
Visa Outsourcing Service Sector’ by ABP News for the Kohli resigned from the office of Independent Director
company’s excellence in visa process outsourcing and of the Company on 2nd September 2019. Mr. Rakesh
allied services in November 2019 Amol resigned from the office of Managing Director of
the Company on 31st January, 2020 and Mr. Nikhil Gupta
• Digital Technology Award in Visa Outsourcing Service was appointed as Managing Director for a period of three
Sector at the Business Leader Awards in February 2020 years w.e.f. 1st February, 2020. Mr. Karan Aggarwal was
re-appointed as Executive director for a period of three
14. DIRECTORS’ RESPONSIBILITY STATEMENT years w.e.f. June 13, 2020.

Pursuant to section 134(5) of the Companies Act 2013, the Further, during the year there were changes in the Key
Directors to the best of their knowledge and ability, hereby Managerial Person (KMP) of the Company. The details
confirm that: are herein below:

(a) in the preparation of the annual accounts for the 1. Mr. S.K. Sharma resigned from the position of Chief
financial year ended 31st March, 2020, the applicable Financial Officer of the Company on 09th April 2019.
accounting standards had been followed along with The Board appointed Mr. Amit Sudhakar as the Chief
proper explanation relating to material departures; Financial Officer (CFO) of the Company in the Board
Meeting held on 06th August 2019.
(b) they have selected such accounting policies and applied
them consistently and made judgments and estimates 2. Ms. Archana Maini resigned from the position of
that are reasonable and prudent so as to give a true and Company Secretary of the Company on 31st March
fair view of the state of affairs of the company at the 2020.
end of the financial year and of the profit and loss of the
ii. Declaration by Independent Directors
company for that period;
The Company has received Certificate of Independence
(c) the directors have taken proper and sufficient care to the
(declaration) from all Independent Directors that they
best of their knowledge and ability for the maintenance
meet the criteria of independence as laid down in Section
of adequate accounting records in accordance with the
149(6) of the Companies Act, 2013 and regulation 25 of
provisions of the Act for safeguarding the assets of the
SEBI LODR.
Company and for preventing and detecting fraud and
other irregularities; The Company keeps a policy of transparency and arm’s
length while dealing with its Independent Directors.
(d) they have prepared the Accounts for the financial year
ended 31st March, 2020 on a ‘going concern basis’; iii. Familiarization Programme for the Board of Directors

(e) they have laid down internal financial controls to be The Company conducts induction programme for every
followed by the Company and such internal Financial new director to provide them an opportunity to familiarize
Controls are adequate and were operating effectively. with the Company and its policies. The Company makes
presentations to the new directors including but not
(f) proper systems have been devised to ensure compliance limited to the Company’s strategy, operations, product
with the provisions of all applicable laws and that such and service offering, market, organization structure,
systems were adequate and operating effectively. finance, human resources, technology, quality, facilities,
risk management and insider trading laws. The Company
15. DISCLOSURE ON COMPLIANCE WITH SECRETARIAL issues a formal letter of appointment to the Independent
STANDARDS Directors, outlining their role, function, duties and
responsibilities, the format of which is available on the
The Institute of Company Secretaries of India, a Statutory Company’s website at https://www.blsinternational.com.
Body, has issued Secretarial Standards on various aspects
of corporate law and practices. The Company has devised 17. BOARD & COMMITTEE MEETINGS
proper system to ensure compliance with the provisions of
all applicable Secretarial Standards issued by the Institute a) Board Meetings:
of Company Secretaries of India and that such systems are
The Board met 4 (Four) times during the financial year
adequate and operating effectively.
2019-20. The details of the Board Meetings and the
attendance of the Directors thereat are given in the
16. DIRECTORS AND KEY MANAGERIAL PERSON Corporate Governance Report, appearing as a separate
section in this Annual Report.
i. Inductions, Re-appointments, Retirements & Resignations

During the year under review, the change in Board


composition occurred due to retirement of Mr. Nikhil Gupta

34
STATUTORY REPORTS

b) Committee Meetings: 18. PARTICULARS OF REMUNERATION OF DIRECTORS,


During the year under review, the Board has 5 (Five)
KEY MANAGERIAL PERSONNEL AND EMPLOYEES
Committees viz: Audit Committee, Nomination &
Pursuant to Section 197 (12) of the Companies Act, 2013
Remuneration Committee, Stakeholder Relationship
read with Rule 5 of the Companies (Appointment and
Committee, Corporate Social Responsibility Committee
Remuneration of Managerial Personnel) Rules, 2015, it
(CSR) and Risk Management Committee. A detailed note
is necessary to disclose the ratio of remuneration of each
of the Committee Meetings and the attendance of its
director to the median employees’ remuneration.
members are given in the Corporate Governance Report,
appearing as a separate section in the Annual Report.

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
(H In Lakhs)
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%

35
BLS INTERNATIONAL SERVICES LIMITED | Annual Report 2019-20

19. PERFORMANCE EVALUATION OF THE BOARD, ITS • Monitoring of Risk Management Plan and Policy.
COMMITTEES AND INDIVIDUAL DIRECTORS
• Validating the procedure for Risk Minimization.
Pursuant to the provisions of the Companies Act, 2013 and
• Periodically reviewing and evaluating the Risk
Regulation 17 of the SEBI LODR, the Board has carried out
Management Policy and practices with respect to risk
an annual performance evaluation of its own performance,
assessment and risk management processes
Board Committee and of individual Directors. The Board of
Directors expressed their satisfaction with the evaluation The major risks identified by the businesses and functions
process. are systematically addressed through mitigating actions on
a continuous basis. The development and implementation of
The Board of Directors also evaluated the functioning/
Risk Management Policy has been covered in Management
performance of Audit Committee, Stakeholders Relationship
Development & Analysis Report, which forms part of Annual
Committee, Nomination & Remuneration Committee,
Report.
CSR Committee, Committee of Directors and expressed
satisfaction with their functioning/performance.
22. DISCLOSURE AS REQUIRED UNDER SECTION 22 OF
In a separate meeting of Independent Directors, performance SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
of Board as a whole, performance of Committee(s) of (PREVENTION, PROHIBITION AND REDRESSAL)
the Board, performance of the Chairman, performance ACT, 2013
of Independent Directors and performance of Executive
Directors was evaluated through a structured questionnaire BLS as an organization is committed to provide a safe and
which was prepared after taking into consideration inputs healthy environment to all the employees and thus does
received from the Directors. 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
20. MANAGEMENT OF RISK OF FRAUD, CORRUPTION
and Redressal) Act, 2013 and Rules framed thereunder,
AND UNETHICAL BUSINESS PRACTICES
the Company has formulated and implemented a policy
Whistle Blower Policy/Vigil Mechanism on prevention, prohibition and redressal of complaints
related to sexual harassment of women at the workplace.
In compliance with the requirement of the Companies Act, The same is placed on the website of the Company. (http://
2013 and SEBI LODR, the Company has established Whistle www.blsinternational.com).
Blower Policy / Vigil mechanism policy which has been
disseminated to all the Directors, Officers, Employees and they As per the provisions of sections 21 and 22 of the Sexual
are free to raise to concerns regarding any discrimination, Harassment of Women at Workplace (Prevention, Prohibition
harassment, victimization, fraud or any other unfair practice and Redressal) Act, 2013, the report on the details of the
being adopted against them. The policy is made to ensure number of cases filed under sexual harassment and their
that complaints are resolved quickly in an informal and disposal is as under:
conciliatory manner, confidentiality is maintained and both
Number of cases pending as on the beginning of the financial
the complainant and the person against whom the complaint
year: NIL
is made are protected. The same is placed on the website of
the Company. (http://www.blsinternational.com). Number of complaints filed during the year: NIL
Number of cases pending as on the end of the financial
21. RISK MANAGEMENT year: NIL
The Company has also constituted an Internal Complaints
The Company has a system in place for identification Committee (ICC) in all the development centres of the
of elements of risk which are associated with the Company across India to consider and resolve all sexual
accomplishment of the objectives, operations, development, harassment complaints reported by women. The committee
revenue and regulations and appropriate measures are taken, also includes external members with relevant experience.
wherever required, to mitigate such risks beforehand. As Half of the total members of the ICC are women pursuant to
per SEBI LODR, constitution of Risk Management Committee the Sexual Harassment of Women at Workplace (Prevention,
for enforcing Risk Management Policy is not applicable to Prohibition and Redressal) Act, 2013.
the Company, but the Company has willingly formed a Risk
Management Committee whose mandate is as below: 23. NOMINATION AND REMUNERATION POLICY
• Framing of Risk Management Plan and Policy. In terms of provisions of the Section 178 of the Companies
Act, 2013 and the Regulation 19 of the SEBI LODR, as
• Overseeing implementation of Risk Management Plan
amended from time to time, the Board of Directors has
and Policy.

36
STATUTORY REPORTS

framed a Nomination and Remuneration Policy which 27.


INTERNAL CONTROL SYSTEMS AND THEIR
lays down a framework in relation to appointment and ADEQUACY
remuneration of Directors, Key Managerial Personnel
and Senior Management of the Company. The Policy broadly The Company has designed a proper and adequate internal
lays down the guiding principles, philosophy and the basis control system to ensure adherence to Company’s policies,
for payment of remuneration to Executive and Non- safeguarding of its assets, prevention and detection of frauds
executive Directors (by way of sitting fees and commission), and errors and accuracy and completeness of accounting
Key Managerial Personnel, Senior Management and records.
other employees. The policy also provides the criteria
The Statutory and Internal Auditors routinely conduct system
for determining qualifications, positive attributes and
check and audit and give their report after evaluation of the
Independence of Director and criteria for appointment of
efficacy and adequacy of internal control system including
Key Managerial Personnel / Senior Management and
controls with respects to the financial statements, its
performance evaluation which are considered by the
compliance with operating systems, accounting procedures
Nomination and Remuneration Committee and the Board
and policies in the Company. Based on the report of Internal
of Directors while making selection of the candidate
Audit the departments undertake corrective action in their
The above policy has been placed on the website of the respective areas and thereby strengthen the controls. The
Company at (http://www.blsinternational.com). significant audit observations and corrective actions thereon
are presented to the Audit Committee of the Board.

24. DIVIDEND DISTRIBUTION POLICY


28. FIXED DEPOSITS:
As required under Regulation 43A of SEBI LODR, the Company
has formulated a Policy on Dividend Distribution. This Policy During the year under review, your Company has neither
can be viewed on the Company’s website at https://www. accepted nor renewed any deposits from the public within
blsinternational.com. the meaning of Section 73 of the Act and the Companies
(Acceptance of Deposits) Rules, 2014.

25. CORPORATE SOCIAL RESPONSIBILITY (CSR)


29.
CONSERVATION OF ENERGY, TECHNOLOGY
The Company has formulated the CSR policy in terms of ABSORPTION AND FOREIGN EXCHANGE EARNINGS
provision of section 135(4) of the Companies Act 2013 read AND OUTGO
with Rule 6 of the Companies (Corporate Social Responsibility
Policy) Rules, 2014 to undertake CSR activities as specified in The Company always endeavors to reduce energy consumption
Schedule VII of the Act. and achieve conservation of resources. However, since your
Company does not own any manufacturing facility / production
During the year under review, the Company has spent plants and is not engaged in the real estate activities, the
H 24,00,000/- (Rupees Twenty Four Lakhs only) on CSR requirements pertaining to disclosure of particulars, relating
activity. The CSR Policy has been placed on the website of the to Conservation of Energy, Research & Development and
Company at (http://www.blsinternational.com). Technology Absorption, as prescribed under the Companies
(Disclosure of particulars in the Report of Board of Directors)
26. PARTICULARS OF CONTRACTS OR ARRANGEMENTS Rules, 1988, are not applicable.
WITH RELATED PARTIES The information regarding Foreign Exchange earnings and
All Related Party Transactions that were entered during the outgo during the year is as below:
F.Y. ended on March 31st 2020 were on Arm Lengths Basis
and in Ordinary course of business under Section 188 of S. Name Year ended March
Companies Act 2013. As per the SEBI LODR, all related party no. 31st 2020 (in Lakhs)
transactions have been placed before the Audit Committee 1. Foreign Exchange Earned 4604.62
for their approval. Further omnibus approval of the Audit 2. Foreign Exchange Used 72.70
Committee has been obtained for the transactions which are
of foreseen and repetitive nature. MATERIAL CHANGES AND COMMITMENTS AFFECTING
THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE
The particulars of contracts or arrangement with related OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR
parties referred to in Section 188(1) of the Companies Act, OF THE COMPANY TO WHICH THE FINANCIAL STATEMENTS
2013, as prescribed in form AOC-2 of the rules prescribed RELATE AND THE DATE OF THE REPORT:
under Chapter IX relating to Accounts of the Companies under
the Companies Act, 2013 is appended as Annexure- IV. The WHO declared novel coronavirus (COVID 19) outspread
Pandemic, responding to which the various governments
The Related Party Transaction Policy has been placed on the across the world including Govt. Of India has taken serious
website of the Company at (http://www.blsinternational.com)

37
BLS INTERNATIONAL SERVICES LIMITED | Annual Report 2019-20

measures to contain the spread the Virus by imposing “ 31. CORPORATE GOVERNANCE REPORT
Nationwide Lockdowns” which have been extended, from
time to time. In compliance with the provisions of Regulation 34 of the
SEBI LODR read with Schedule V to the said Regulations,
Impact of the Lockdown has majorly affected on the the Corporate Governance Report of your Company along
business of International Travels and therefore our Visa with a Certificate on Corporate Governance received from
Services operations have been severally affected since the CS Dasvinder Kaur, Company Secretary in Practice, having
last fortnight of March 2020. The Operations of Punjab Seva their office at Off.No.84, First Floor, Amrit Plaza Complex
Kendra were also disrupted due to imposition of Curfew by Surya Nagar, Ghaziabad U.P.-201011, confirming compliance
Punjab State Government. with the conditions of corporate governance, is attached to
Corporate Governance Report.
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 32. ACKNOWLEDGEMENT
rentals terms in order to mitigate the impact of Covid -19 on
Your Board acknowledges the support and co-operation
financials of the Company
received from all its stakeholders including our dear
With the partial lifting of lockdown, the company has started shareholders as well as regulatory authorities of the Central
reopening its offices in a phased manner with limited Government and all State Governments in India as they
workforce following required social distancing norms endeavor to create an enabling environment for industry and
and various advisories/ guidelines released by various commerce to prosper.
Governments. The Passport and Consular services are
Your Company has been able to perform better with the
expected to restart from August 2020 onwards in selected
continuous improvement in all functions and areas which
countries as per the directives of the respective Governments.
coupled with an efficient utilization of the Company’s
The Company expects the demand for its services to pick up resources led to sustainable and profitable growth of the
though at moderate pace once worldwide lockdown is lifted. Organization.

The Company has no other material changes and Your Directors wish to place on record their appreciation
commitments affecting the financial position of the Company for the continuous assistance, support and co-operation
occurred between the end of the financial year to which this received from all the employees, stakeholders viz. financial
financial statements relate on the date of this report. institutions, banks, governments, authorities, shareholders,
clients, vendors, customers and associates.
There has been no change in the nature of business of the
Company.
For and on behalf of the Board
BLS International Services Limited
30. DETAILS IN RESPECT OF FRAUD REPORTED BY
AUDITORS:
Sd/- Sd/-
Pursuant to provisions of Section 143 (12) of the Companies Nikhil Gupta Shikhar Aggarwal
Act, 2013 there were no frauds reported by the Auditors Managing Director Joint Managing Director
of the Company during the year under review, to the Audit DIN: 00195694 DIN: 06975729
Committee or the Board of Directors, as such there is nothing
to report under Section 134 (3) (ca) of the Companies Act, Date: 29.07.2020
2013. Place: New Delhi

38
Annexure – I
Form AOC-1
(Pursuant to first proviso to sub-section (3) of section 129 read
with rule 5 of Companies (Accounts) Rules, 2014)

Statement containing salient features of the financial statement of subsidiaries or associate companies/joint ventures

Part “A”: Subsidiaries

(Information in respect of each subsidiary to be presented with amounts in Lakhs)

S. No. Particulars Details


1 Name of the Subsidiary BLS International BLS E-Services BLS IT Services BLS E-Solutions BLS Kendras Pvt. Reired BLS
FZE Pvt. Ltd. Pvt. Ltd. Pvt. Ltd. Ltd. International Services
Private Limited

2 Reporting period for the subsidiary concerned, if From 01-04-2019 From 01-04-2019 From 01-04-2019 From 01-04-2019 From 01-04-2019 From 01-04-2019 to
different from the holding company’s reporting period to 31-03-2020 to 31-03-2020 to 31-03-2020 to 31-03-2020 to 31-03-2020 31-03-2020
3 Reporting currency and Exchange rate as on the last AED H20.52/1 INR INR INR INR INR
date of the relevant Financial year in case of foreign AED as on 31st
subsidiaries March 2020
4 Share Capital 3.68 1.00 1.00 1.00 50.00 1.00
5 Reserve & Surplus 11511.70 1326.61 2209.70 2263.71 131.32 -0.95
6 Total Assets 24428.69 3112.27 2299.66 3132.74 1004.11 2.71
7 Total Liabilities 24428.69 3112.27 2299.66 3132.74 1004.11 2.71
8 Investments 2964.38 1236.40 - - - -
9 Turnover 11977.55 159.38 - - 4589.45 -
10 Profit before taxation 3195.82 -255.47 28.03 33.72 311.77 -0.03
11 Provision for taxation - 1.27 27.35 27.76 46.43 -
12 Profit after taxation 3195.82 -256.75 0.68 5.96 265.34 -0.03
13 Proposed dividend - - - - - -
14 % of shareholding 100 100 100 100 100 51

Notes: The following information shall be furnished at the end of the statement:

1. Names of subsidiaries which are yet to commence operations: NONE


STATUTORY REPORTS

2. Names of subsidiaries which have been liquidated or sold during the year. NONE

39
BLS INTERNATIONAL SERVICES LIMITED | Annual Report 2019-20

Part “B”: Associates

Statement pursuant to Section 129 (3) of the Companies Act, 2013 related to Associate Companies and Joint Ventures
(Information in respect of each Associate to be presented with amount in Lakhs)

Name of Associates or Joint Ventures BLS International BLS International BLS International Visa
Visa Services Visa-Services – Services – Poland
-Austria Baltic -Lithuania SP.Z.O.O.

1. Latest unaudited Balance Sheet Date 31.12.2019 31.12.2019 31.12.2019


2. Shares of Associate / Joint Ventures held by the 10 shares 50 shares 25 shares
company on the year end (number)
Amount of Investment in Associates / Joint Venture 6,214 91,343 19,496
Extent of Holding % 25% 50% 25%
3. Description of how there is significant influence Strategic alliance Strategic alliance Strategic alliance
4. Reason why the associate/joint venture is not N/A N/A N/A
consolidated
5. Net worth attributable to shareholding as per latest 131.20 -28.83 -30.69
audited Balance Sheet 31/12/2019
6. Profit or Loss for the year 0.05 0.02 -0.64
i. Considered in Consolidation - - -
ii. Not Considered in Consolidation 0.05 0.02 -0.64

1. Names of associates or joint ventures which are yet to commence operations. NONE

2. Names of associates or joint ventures which have been liquidated or sold during the year. NONE

For and on behalf of the Board of Directors

Nikhil Gupta Shikhar Aggarwal


Managing Director Joint Managing Director
DIN-00195694 DIN- 06975729

Amit Sudhakar
Chief Financial Officer

Date: June 20, 2020


Place: New Delhi

40
STATUTORY REPORTS

Annexure – II
SECRETARIAL AUDIT REPORT
For the financial year ended 31st March, 2020
[Pursuant to section 204(1) of the Companies Act, 2013 and Rule 9 of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014]

To,
The Members,
BLS International Services Limited
G-4B-1 Extension, Mohan Co-operative Industrial Estate,
Mathura Road, New Delhi.

We have conducted the secretarial audit of the compliance (c) The Securities and Exchange Board of India (Issue of
of applicable statutory provisions and the adherence to good Capital and Disclosure Requirements) Regulations, 2009
corporate practices by BLS International Services Limited and amendments from time to time;
(hereinafter called the Company).Secretarial Audit was conducted
in a manner that provided us a reasonable basis for evaluating (d) The Securities and Exchange Board of India (Employee
the corporate conducts/statutory compliances and expressing our Stock Option Scheme and Employee Stock Purchase
opinion thereon. Scheme) Guidelines, 1999 and The Securities and
Exchange Board of India (Share Based Employee
Based on our verification of the BLS International Services Limited Benefits) Regulations, 2014; (Not applicable to the
books, papers, minute books, forms and returns filed and other Company during the audit period)
records maintained by the Company and also the information
provided by the Company, its officers, agents and authorized (e) The Securities and Exchange Board of India (Issue
representatives during the conduct of secretarial audit, we and Listing of Debt Securities) Regulations, 2008; (Not
hereby report that in our opinion, the Company has, during the applicable to the Company during the audit period)
audit period covering the financial year ended on March 31, 2020
(f) The Securities and Exchange Board of India (Registrars
complied with the statutory provisions listed hereunder and also
to an Issue and Share Transfer Agents) Regulations,
that the Company has proper Board-processes and compliance-
1993 regarding the Companies Act and dealing with
mechanism in place to the extent, in the manner and subject to the
client;
reporting made hereinafter:
(g) The Securities and Exchange Board of India (Delisting of
We have examined the books, papers, minute books, forms and
Equity Shares) Regulations, 2009; (Not applicable to the
returns filed and other records maintained by BLS International
Company during the audit period) and
Services Limited (“the Company”) for the financial year ended on
March 31, 2020 according to the provisions of: (h) The Securities and Exchange Board of India (Buyback
of Securities) Regulations, 1998; (Not applicable to the
(i) The Companies Act, 2013 (the Act) and the rules made there
Company during the audit period)
under;
We have also verified the compliances of the Company with the
(ii) The Securities Contracts (Regulation) Act, 1956 and the rules
other statutes, which are specifically applicable to the Company,
made thereunder;
as reported by the management thereof, except to the extent the
(iii) The Depositories Act, 1996 and the Regulations and Bye-laws same were in the scope of work of the Statutory Auditors and/or
framed thereunder; Internal Auditors.

(iv) Foreign Exchange Management Act, 1999 and the rules We have also examined compliance with the applicable clauses of
and regulations made thereunder to the extent of Foreign the following:
Direct Investment, Overseas Direct Investment and External
i) Secretarial Standards of The Institute of Company Secretaries
Commercial Borrowings;
of India with respect to board and general meetings were
(v) The following Regulations and Guidelines prescribed under specified on 1st July, 2015.
the Securities and Exchange Board of India Act, 1992 (‘SEBI
ii) SEBI LODR (Listing Obligations and Disclosure Requirements)
Act’):
Regulations, 2015
(a) The Securities and Exchange Board of India (Substantial
During the period under review the Company has complied
Acquisition of Shares and Takeovers) Regulations, 2011;
with the provisions of the Act, Rules, Regulations, Guidelines,
(b) The Securities and Exchange Board of India (Prohibition Standards, etc. mentioned above subject to the observations under
of Insider Trading) Regulations, 1992; the respective statutes as aforementioned except the following:

41
BLS INTERNATIONAL SERVICES LIMITED | Annual Report 2019-20

1. The Company has not filed the following forms required to be Board of Directors that took place during the period under review
submitted with the Registrar of Companies: were carried out in compliance with the provisions of the Act.

- Form MGT-14 for the appointment of internal auditor Adequate notice is given to all directors to schedule the Board
M/s. Nangia & Co LLP which was approved by the board Meetings, agenda and detailed notes on agenda were sent at
of directors at its meeting held on 6th August, 2019. least seven days in advance, and a system exists for seeking and
obtaining further information and clarifications on the agenda
- Forms CHG-1 &MGT-14 with regard to availing facility items before the meeting and for meaningful participation at the
of H 26,57,965/- from Daimler Financial Services India meeting.
Private Ltd to purchase vehicle which was approved by
the Board of Directors at its meeting held on 27th May, Decisions were carried through unanimously & there were no
2019. dissenting views as per the minutes made available for inspection.

However, as informed by the management, the Company is in We further report that there are adequate systems and processes
the process of filing the abovementioned forms with the ROC. in the company commensurate with the size and operations of the
company to monitor and ensure compliance with applicable laws,
2. The Company does not have power to borrow funds as the rules, regulations and guidelines.
enabling clause in this respect is not incorporated in its
Memorandum of Association.
For DAYAL & MAUR
However, as informed by the management, the Company is Company Secretaries
in process to seek approval of shareholders for altering its
Memorandum of Association by incorporating enabling clause
of power to borrow funds in the ensuing 36th Annual General BARINDER SINGH MAUR
Meeting of shareholders. Partner
FCS No. 6544
We further report that: Place: New Delhi CP No. 7041
Date: 29th July, 2020 UDIN: F006544B000520167
The Board of Directors of the Company is duly constituted with
proper balance of Executive Directors, Non-Executive Directors This Report is to be read with our letter of even date which is
and Independent Directors. The changes in the composition of the annexed as Annexure A and forms an integral part of this report.

42
STATUTORY REPORTS

‘Annexure A’

To,
The Members,
BLS International Services Limited

Our report of even date is to be read along with this letter.

1. Maintenance of Secretarial record is the responsibility of the management of the Company. Our responsibility is to express an
opinion on these secretarial records based on our audit.

2. We have followed the audit practices and process as were appropriate to obtain reasonable assurance about the correctness of the
contents of the Secretarial records. With COVID-19 pandemic, the verification was done online & on test basis. We believe that the
process and practices, we followed provide a reasonable basis for our opinion.

3. We have not verified the correctness and appropriateness of financial records and Books of Accounts of the Company.

4. The Compliance of the provisions of Corporate and other applicable laws, rules, regulations, standards is the responsibility of
management. Our examination was limited to the verification of procedure on test basis.

5. The Secretarial Audit report is neither an assurance as to the future viability of the Company nor of the efficacy or effectiveness with
which the management has conducted the affairs of the Company.

For DAYAL & MAUR


Company Secretaries

BARINDER SINGH MAUR


Partner
Place: New Delhi FCS No. 6544
Date: 29th July, 2020 CP No. 7041

43
BLS INTERNATIONAL SERVICES LIMITED | Annual Report 2019-20

Annexure – III
FORM NO. MGT 9
EXTRACT OF ANNUAL RETURN
As on financial year ended on 31.03.2020
Pursuant to Section 92 (3) of the Companies Act, 2013 and rule 12(1) of the Company
(Management & Administration) Rules, 2014.

I. REGISTRATION & OTHER DETAILS

1. CIN L51909DL1983PLC016907
2. Registration Date 07/11/1983
3. Name of the Company BLS International Services Limited
4. Category/Sub-category of the Company Public Limited
5. Address of the Registered office & contact details G-4B-1, Extension, Mohan Co-operative, Indl. Estate, Mathura
Road, New Delhi - 110044. compliance@blsinternational.net
011-45795002
6. Whether listed company Listed
7. Name, Address & contact details of the Registrar & M/s. Beetal Financial & Computer Services Pvt. Ltd.,
Transfer Agent, if any. Beetal House, 3rd Floor, 99, Madangir, Behind Local Shopping
Complex, New Delhi – 110062
Tel: 011-29961281-83,
Fax: 011-29961284

II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY (All the business activities contributing 10 % or more of the total
turnover of the company shall be stated)

S. Name and Description of main products / services NIC Code of the % to total turnover
No. Product/service of the company

1. Data Processing 72,300 93%

III. PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES


S. Name & Address of the Company CIN/GLN HOLDING/ SUBSIDIARY/ % OF APPLICABLE
No. ASSOCIATE SHARES HELD SECTION

1 BLS International FZE ELOB Office No. NA Subsidiary 100 2 (87) (ii)
E2-123F-45, Hamriyah Free Zone-
Sharjah, United Arab Emirates
2 BLS International Visa Services- NA Associate 25 2 (6)
Austria, KG
3 BLS International Visa Services- NA Associate 50 2 (6)
Baltic, Lithuania
4 BLS International Visa Services- NA Associate 25 2 (6)
Poland SP.Z.O.O
5 BLS IT Services Pvt. Ltd. U74999DL2016PTC298498 Subsidiary 100 2 (87) (ii)
G-4B-1, Extension Mohan,
Co-operative Indl. Estate Mathura
Road, New Delhi - 110044
6 BLS E-Solutions Pvt. Ltd. U74999DL2016PTC298704 Subsidiary 100 2 (87) (ii)
G-4B-1, Extension Mohan,
Co-operative Indl. Estate Mathura
Road, New Delhi – 110044
7 BLS E-Services Pvt. Ltd. U74999DL2016PTC298207 Subsidiary 100 2 (87) (ii)
G-4B-1, Extension Mohan,
Co-operative Indl. Estate Mathura
Road, New Delhi – 110044

44
STATUTORY REPORTS

S. Name & Address of the Company CIN/GLN HOLDING/ SUBSIDIARY/ % OF APPLICABLE


No. ASSOCIATE SHARES HELD SECTION

8 BLS Kendras Private Limited U74999DL2018PTC331178 Subsidiary 100 2 (87) (ii)


G-4B-1, Extension Mohan, Co-
operative Indl. Estate Mathura Road,
New Delhi – 110044
9 Reired BLS International Services U74999DL2018PTC339556 Subsidiary 51 2 (87) (ii)
Pvt. Ltd.
G-4B-1, Extension Mohan, Co-
operative Indl. Estate Mathura Road,
New Delhi – 110044

IV. SHARE HOLDING PATTERN (Equity Share Capital Breakup as percentage of Total Equity)
Category of Shareholders No. of Shares held at the beginning of the year No. of Shares held at the end of the year % change
Demat Physical Total Total Demat Physical Total % of Total during
Shares Shares the year

A. Promoters
(1) Indian
a) Individual/HUF 3,02,24,520 -- 3,02,24,520 29.50 3,02,24,520 -- 3,02,24,520 29.50 0.00
b) Central Govt. or State Govt. -- -- -- -- -- -- -- -- --
c) Bodies Corporates 4,58,35,480 -- 4,58,35,480 44.74 4,58,35,480 -- 4,58,35,480 44.74 0.00
d) Bank/FI -- -- -- -- -- -- -- -- --
e) Any other -- -- -- -- -- -- -- -- --
SUB TOTAL:(A) (1) 7,60,60,000 -- 7,60,60,000 74 .24 7,60,60,000 -- 7,60,60,000 74.24 0.00
(2) Foreign
a) NRI- Individuals -- -- -- -- -- -- -- -- --
b) Other Individuals -- -- -- -- -- -- -- -- --
c) Bodies Corp. -- -- -- -- -- -- -- -- --
d) Banks/FI -- -- -- -- -- -- -- -- --
e) Any other… -- -- -- -- -- -- -- -- --
SUB TOTAL (A) (2) -- -- -- -- -- -- -- -- --
Total Shareholding of Promoter 7,60,60,000 -- 7,60,60,000 74.24 7,60,60,000 -- 7,60,60,000 74.24 0.00
(A)= (A)(1)+(A)(2)
B. PUBLIC SHAREHOLDING
(1) Institutions
a) Mutual Funds -- -- -- -- -- -- -- --
b) Banks/FI 57, 417 - 57,417 0.06 77 -- 77 0.00 -0.06
c) Central Govt. -- -- -- -- -- -- -- --
d) State Govt. -- -- -- -- -- -- -- --
e) Venture Capital Fund -- -- -- -- -- -- -- --
f) Foreign Portfolio Investors 28,37,941 - 28,37,941 2.77 31,71,575 -- 31,71,575 3.10 0.33
g) Insurance Companies -- -- -- -- -- -- -- --
h) FII’s -- -- -- -- -- -- -- --
i) Foreign Venture Capital -- -- -- -- -- -- -- --
Funds
j) Others (specify) Alternate -- -- -- -- 115000 -- 115000 0.11 0.11
Investment Funds
SUB TOTAL (B)(1): 28,95,358 - 28,95,358 2.83 32,86,652 -- 32,86,652 3.21 0.38
(2) Non Institutions
a) Bodies corporates 59,66,103 60 59,66,103 5.82 58,25,083 -- 58,25,083 5.68 -0.14
i) Indian -- -- -- -- -- -- -- -- --
ii) Overseas - - - - -- -- -- -- --
Other-Clearing Member 41,612 - 41,612 0.04 66,948 -- 66,948 0.06 0.02
Other - Trusts 1035 - 1035 0.00 35 -- 35 0.00 --
Other-NRI- NON- 1,52,123 - 1,52,123 0.15 1,54,284 -- 1,54,284 0.15 --
REPATARIABLE
Other - NRI- REPATARIABLE 3,90,262 - 3,90,262 0.39 12,64,273 -- 12,64,273 1.23 0.84
Other-Individual HUF 1,087,892 - 10,87,892 1.06 10,95,271 -- 10,95,271 1.07 0.01
SUB TOTAL (B) (2) 76,39,027 60 76,39,087 7.46 84,05,894 -- 84,05,894 8.21 0.75

45
BLS INTERNATIONAL SERVICES LIMITED | Annual Report 2019-20

Category of Shareholders No. of Shares held at the beginning of the year No. of Shares held at the end of the year % change
Demat Physical Total Total Demat Physical Total % of Total during
Shares Shares the year

b) Individuals
i) Individual shareholders 75,12,479 1,85,251 76,97,730 7.51 7844119 1,85,251 8029370 7.84 0.33
holding nominal share
capital upto H 1 lakhs
ii) Individuals 81,57,825 - 81,57,825 7.96 66,68,084 -- 66,68,084 6.51 -1.45
shareholders holding
nominal share capital
in excess of H 1 lakhs
c) Others (specify) -- -- -- --
SUB TOTAL (B)(3): 1,56,70,304 1,85,251 1,58,55,555 15.48 1,45,12,203 1,85,251 1,46,97,454 14.35 -1.13
Total (B) (B)(1)+(B)(2)+(B)(3) 2,62,04,689 1,85,311 2,63,90,000 25.76 2,62,04,749 1,85,251 2,63,90,000 25.76 --
Total Shareholding (A+B) 10,22,64,689 1,85,311 10,24,50,000 100 10,22,64,749 1,85,251 10,24,50,000 100 --
C. Shares held by Custodian for -- -- -- -- -- -- -- -- --
GDRs & ADRs
Grand Total (A+B+C) 10,22,64,689 1,85,311 10,24,50,000 100 10,22,64,749 1,85,251 10,24,50,000 100 --

B Shareholding of Promoter- EQUITY SHARES)

Sl Shareholders Name Shareholding at the beginning of the year Shareholding at the end of the year %
No. No. of % of total % of shares No. of % of total % of shares change
shares shares of pledged shares shares pledged in share
the company encumbered of the encumbered holding
to total company to total during
shares shares the year

1 Ms. Alka Aggarwal 20,00,000 1.95 0 20,00,000 1.95 0 0.00


2 Mr. Diwakar Aggarwal 87,24,520 8.52 0 87,24,520 8.52 0 0.00
3 Mr. Gaurav Aggarwal 50,00,000 4.88 0 50,00,000 4.88 0 0.00
4 Mr. Madhukar Aggarwal 5,000,000 4.88 0 5,000,000 4.88 0 0.00
5 Mr. Shikhar Aggarwal 20,00,000 1.95 0 20,00,000 1.95 0 0.00
6 Mr. Sushil Aggarwal 25,00,000 2.44 0 25,00,000 2.44 0
7 Mr. Vinod Aggarwal 50,00,000 4.88 0 50,00,000 4.88 0 0.00
8 Azadpur Finvest Pvt. Ltd. 50,60,000 4.93 0 50,60,000 4.93 0 0.00
9 BLS Finvest Pvt. Ltd. 50,00,000 4.88 0 50,00,000 4.88 0 0.00
10 Goodwork Finvest Pvt. Ltd. 50,00,000 4.88 0 50,00,000 4.88 0 0.00
11 GRB Finvest Pvt. Ltd. 50,00,000 4.88 0 50,00,000 4.88 0 0.00
12 Hawai Capital Pvt. Ltd. 50,00,000 4.88 0 50,00,000 4.88 0 0.00
13 Hillman Properties Pvt. Ltd. 50,00,000 4.88 0 50,00,000 4.88 0 0.00
14 Intime Finance and Investment 50,00,000 4.88 0 50,00,000 4.88 0 0.00
Pvt. Ltd.
15 JLB Finvest Pvt. Ltd. 3,87,740 0.37 0 3,87,740 0.37 0 0.00
16 Trimurti Finvest Pvt. Ltd. 3,87,740 0.37 0 3,87,740 0.37 0 0.00
17 V.S. Estate Pvt. Ltd. 50,00,000 4.88 0 50,00,000 4.88 0 0.00
18 Wonderrock Finance and 50,00,000 4.88 0 50,00,000 4.88 0 0.00
Investment Pvt. Ltd.
Total 7,60,60,000 74.24 0 7,60,60,000 74.24 0 0.00

C) Change in Promoters’ Shareholding (please specify, if there is no change)

Sl Name of shareholder Shareholding at the beginning of the Year Cumulative Shareholding during the year
No. No. of Shares % of total shares of No. of shares % of total shares
the company of the company

1. At the beginning of the year 7,60,60,000 74.24 7,60,60,000 74.24


Allotment made NIL NIL NIL NIL
At the end of the year 7,60,60,000 74.24 7,60,60,000 74.24

46
STATUTORY REPORTS

D) Shareholding Pattern of top ten Shareholders:


(Other than Directors, Promoters and Holders of GDRs and ADRs):

Sl For Each of the Top 10 Shareholding at the beginning of the year Cumulative Shareholding during the year
No. Shareholders No. of Shares % of total shares of No. of shares % of total shares
the company of the company

At the beginning of the year 44,18,212 4.31 44,18,212 4.31


Date wise increase/decrease in No change
Promoters Share holding during
the year specifying the reasons for
increase/decrease (e.g. allotment/
transfer/bonus/sweat equity etc)
At the end of the year (or on the date 68,26,461 6.66 68,26,461 6.66
of separation, if separated during
the year)

E) Shareholding of Directors and Key Managerial Personnel:

Sl Name of shareholder Shareholding at the beginning of the Year Cumulative Shareholding during the year
No. No. of Shares % of total shares of No. of shares % of total shares
the company of the company

At the beginning of the year 20,00,000 1.95 20,00,000 1.95


Allotment made No Change
At the end of the year 20,00,000 1.95 20,00,000 1.95

V) INDEBTEDNESS -Indebtedness of the Company including interest outstanding/accrued but not due for payment.

Particulars Secured Loans Unsecured Deposits Total


excluding deposits Loans Indebtedness

Indebtness at the beginning of the financial year


i) Principal Amount 161.87 619.00 - 780.87
ii) Interest due but not paid - - - -
iii) Interest accrued but not due 1.16 42.07 - 43.23
Total (i+ii+iii) 163.03 661.07 - 824.10
Change in Indebtedness during the financial year
Additions - - - -
Reduction 74.04 622.54 - 696.58
Net Change -74.04 -622.54 - -696.58
Indebtedness at the end of the financial year
i) Principal Amount 88.32 - - 88.32
ii) Interest due but not paid - 38.53 - 38.53
iii) Interest accrued but not due 0.67 - - 0.67
Total (i+ii+iii) 88.99 38.53 127.52

VI) REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL-

A. Remuneration to Managing Director, Whole-time Directors and/or Manager:

Sl Particulars of Remuneration Name of the MD/WTD/Manager Total Amount


No. Mr. Nikhil Gupta1 Mr. Rakesh Mr. Shikhar Mr. Karan
Amol2 Aggarwal Aggarwal

1 Gross salary 13,64,387 1,03,01,045 68,00,000 30,00,000 2,14,65,432


2 (a) Salary as per provisions -- -- -- -- --
contained in section 17(1)
of the Income Tax. 1961.

47
BLS INTERNATIONAL SERVICES LIMITED | Annual Report 2019-20

Sl Particulars of Remuneration Name of the MD/WTD/Manager Total Amount


No. Mr. Nikhil Gupta1 Mr. Rakesh Mr. Shikhar Mr. Karan
Amol2 Aggarwal Aggarwal

3 (b) Value of perquisites u/s -- -- -- -- --


17(2) of the Income tax Act,
1961
4 (c ) Profits in lieu of salary -- -- -- -- --
under section 17(3) of the
Income Tax Act, 1961
5 Stock option -- -- -- -- --
6 Sweat Equity -- -- -- -- --
7 Commission -- -- -- -- --
as % of profit -- -- -- -- --
8 Others, please specify -- -- -- -- --
Total (A) 13,64,387 1,03,01,045 68,00,000 30,00,000 2,14,65,432
*Ceiling calculated as per Section 198 of the Companies Act, 2013 is H 230 Lakhs, being 10% of the net profit of the Company.
1
The term of Mr. Nikhil Gupta was expired on 12/08/2019 and again appointed w.e.f. 01/02/2020
2
Mr. Rakesh Amol was appointed as Managing Director of the Company w.e.f. August 13, 2019 and resigned w.e.f. January 31, 2020

B. Remuneration to other directors

Sl Particulars of Remuneration Name of Directors Total Amount


No.
1 Independent Directors Mr. Ram Mr. Surinder Mr. Sarthak Ms. Shivani
Prakash Bajpai Singh Kohli Behuria Mishra
(upto September
2019)

Fee for attending Board 1,50,000 40,000 1,15,000 1,30,000 4,35,000


Committee meetings
Commission -- -- -- -- --
Others, please specify -- -- -- -- --
(Annual General Meeting)
Total (1) 1,50,000 40,000 1,15,000 1,30,000 4,35,000
2 Other Non-Executive -- -- -- -- --
Directors
Fee for attending Board -- -- -- -- --
Committee meetings
Commission -- -- -- -- --
Others, please specify -- -- -- -- --
Total (2) -- -- -- -- --
Total (B)=(1+2) -- -- -- -- --
Total Managerial 1,50,000 40,000 1,15,000 1,30,000 4,35,000
Remuneration (A+B)

48
STATUTORY REPORTS

C. REMUNERATION TO KEY MANAGERIAL PERSONNEL OTHER THAN MD/MANAGER/WTD

Sl Particulars of Remuneration Key Managerial Personnel


No. CEO CS CFO CFO Total
NA Ms. Archana Mr. Surendra Mr. Amit
Maini Kumar Sharma Sudhakar (w.e.f.
(till 09.04.2019) 06.08.2019)

1 Gross salary -- 29,45,000 94,000 49,90,000 80,29,000


(a) Salary as per provisions -- -- -- -- --
contained in section 17(1)
of the Income-tax Act,
1961
(b) Value of perquisites u/s -- -- -- -- --
17(2) Income-tax Act, 1961
(c) Profits in lieu of salary -- -- -- -- --
under section 17(3)
Income-tax Act, 1961
2 Stock Option -- -- -- -- --
3 Sweat Equity -- -- -- -- --
4 Commission -- -- -- -- --
- as % of profit -- -- -- -- --
others, specify… -- -- -- -- --
5 Others, please specify -- -- -- -- --
Total -- 29,45,000 94,000 49,90,000 80,29,000

VII) PENALTIES / PUNISHMENT/ COMPOUNDING OF OFFENCES:

Type Section of the Brief Details of Penalty Authority [RD / Appeal made, if
Companies Act Description / Punishment/ NCLT/ COURT] any (give Details)
Compounding fees
imposed

A. COMPANY
Penalty
Punishment
Compounding

B. DIRECTORS
Penalty NIL
Punishment
Compounding

C. OTHER OFFICERS IN DEFAULT


Penalty
Punishment
Compounding

For and on behalf of the Board


BLS International Services Limited

Nikhil Gupta Shikhar Aggarwal


Managing Director Joint Managing Director
DIN: 00195694 DIN: 06975729

Date: 29.07.2020
Place: New Delhi

49
BLS INTERNATIONAL SERVICES LIMITED | Annual Report 2019-20

ANNEXURE - IV
Form No. AOC-2
(Pursuant to clause (h) of sub-section (3) of section 134 of the Act and Rule 8(2)
of the Companies (Accounts) Rules, 2014)

Form for disclosure of particulars of contracts/arrangements entered into by the company with related parties referred to in sub-
section (1) of section 188 of the Companies Act, 2013 including certain arm’s length transactions under third proviso thereto

1. Details of contracts or arrangements or transactions not at arm’s length basis: Not Applicable

(a) Name(s) of the related party and nature of relationship:

(b) Nature of contracts/arrangements/transactions:

(c) Duration of the contracts / arrangements/transactions:

(d) Salient terms of the contracts or arrangements or transactions including the value, if any:

(e) Justification for entering into such contracts or arrangements or transactions

(f) Date(s) of approval by the Board:

(g) Amount paid as advances, if any:

(h) Date on which the special resolution was passed in general meeting as required under first proviso to section 188:

2. Details of material contracts or arrangement or transactions at arm’s length basis:


Name(s) of the related Nature of contracts/ Duration of Salient terms of Date(s) of Amount paid as
party and nature of arrangement/ the contracts / the contracts or approval by the advances, if any:
relationship transactions arrangements/ arrangements Board, if any:
transactions or transactions
including the value,
if any: (in Lakhs)

Mr. Diwakar Aggarwal, Rent agreement 3 years starting from 1.68 6th August 2019 NA
Father of Shikhar Aggarwal 1st September 2019
Mr. Sushil Aggarwal, Father Rent agreement 3 years starting from 1.20 6th August 2019 NA
of Mr. Karan Aggarwal 1st September 2019
Ms. Riya Aggarwal, sister of Salary Salary for the month 48.00 27th May, 2019 NA
Shikhar Aggarwal of 1st April 2019 till
31st March 2020
BLS International FZE Sale of Service From 1st April 2019 1886.52 27th May, 2019 NA
till 31st March 2020
BLS International Visa Sale of Service From 1st April 2019 10.23 27th May, 2019 NA
Services-Austria till 31st March 2020
BLS International Visa Sale of Service From 1st April 2019 146.18 27th May, 2019 NA
Services Philippine Inc. till 31st March 2020
Starfin India Pvt. Ltd. Consultancy Services From 1st April 2019 120.00 27th May, 2019 NA
till 31st March 2020

For BLS International Services Ltd.

Nikhil Gupta Shikhar Aggarwal


Managing Director Jt. Managing Director
DIN-00195694 DIN: 06975729

Date: 29.07.2020
Place: New Delhi

50
STATUTORY REPORTS

Annexure – V
Annual Report on Corporate Social Responsibility (CSR) Activities Companies (Corporate Social Responsibility Policy) Rules, 2014

I. A brief outline of Company’s CSR policy, including overview of projects or programs proposed to be undertaken and a reference
to the web-link to the CSR policy and projects or programs:

At BLS International Services Limited (BLS), our commitments towards Corporate Social Responsibility include betterment of the
society by supporting the unprivileged, promotion of education and generating employment by enhancing vocational skills.

BLS has supported the underprivileged by way of contribution towards:

• School and college education


• Health and Clothing
• Food and well being

BLS ensured protection of the environment by

• Negating the greenhouse effect by planting more trees


• Reducing our carbon footprint by minimising travel, wastage of natural resources etc.

The web link to the CSR Policy is https://www.blsinternational.com/bls-policies.php

II. Composition of CSR Committee:

The CSR committee is responsible for overseeing the execution of the Company’s CSR policy. The composition of CSR Committee as
on the date of Director’s Report is as follows:

S. Name of the member Designation in Committee Designation in BLS


no

1 Mr. Ram Prakash Bajpai Chairperson Independent Director


2 Mr. Sarthak Behuria Member Independent Director
3 Mr. Nikhil Gupta Member Managing Director

III. Average net profit of the Company as per Section 198 of the Companies Act, 2013 and Rules made thereunder for last three
financial years:
(H In Lakhs)
Name of Company Net Profit Net Profit Net Profit Total Profit Average Net 2% of Average
before Taxes before Taxes FY before Taxes FY Profit before Net Profit
FY 2016-17 2017-18 2018-19 Taxes

BLS International 442.12 1,270.80 1,860.19 3,573.11 1,191.03 23.82


Services Limited

IV. Prescribed CSR Expenditure (2% of Average Net Profit before Taxes): J 23.82/- (in lakhs)

V. Details of CSR spent during the financial year 2019 - 20:

a. Total amount to be spent for the financial year: H 23.82 Lakhs (Rupees Twenty Three Lakhs Eighty Two Thousand seventy only)

b. Amount unspent, if any: Nil

51
BLS INTERNATIONAL SERVICES LIMITED | Annual Report 2019-20

c. Manner in which the amount spent during the financial year is detailed below:

(Amount in Lakhs)
(1) (2) (3) (4) (5) (6) (7) (8)
S. CSR Sector in which Projects or Amount outlay Amount spent Cumulative Amount
no project or the Project is Programs (1) (budget) project on the projects expenditure spent: Direct
activity covered Local area or or programs or programs upto the or through
identified other wise reporting period implementing
(2) Specify agency
the State and
district where
projects or
programs was
undertaken

1. Healthcare health and hygiene Gurugram H 23.82 H 24.00 H 24.00 Through


awareness, books implementing
distribution/ Agency
vocational training (Sum Drishti
and women Education
welfare. Society)

VI. Reasons for not spending the amount specified in item no. iv. above: Not Applicable

VII. Responsibility Statement:

The CSR Committee confirms that the implementation and monitoring of the CSR activities of the company are in compliance with
the CSR objectives and CSR Policy of the Company.

For BLS International Services Limited For CSR Committee of BLS International Services Limited

Nikhil Gupta Ram Prakash Bajpai


Managing Director Chairperson of CSR Committee
DIN: 00195694 DIN: 07198693

Date: 29.07.2020
Place: New Delhi

52
STATUTORY REPORTS

Report on Corporate Governance


The Directors present the Company’s Report on Corporate • Timely disclosure of material operational and
Governance pursuant to the Securities and Exchange Board of India financial information to the stakeholders;
(Listing Obligations and Disclosure Requirements) Regulations,
2015. BLS International Services Limited is dedicated to put in • Systems and processes in place for internal control;
place a formalised system of Corporate Governance. Its governance and
framework enjoins the high standards of ethical and responsible
• Proper business conduct by the Board, Senior
conduct of business to create value for all stakeholders.
Management and Employees.

1. COMPANY’S PHILOSOPHY ON CORPORATE The Company’s corporate governance practices and


GOVERNANCE AND CODE OF CONDUCT disclosures are in compliance of the requirements
placed under the SEBI (Listing Obligations and Disclosure
(a) Company’s Philosophy on Code of Governance
Requirements) Regulations, 2015, as amended from
The Companies’ policy on Corporate Governance is a time to time (“LODR”).
reflection of our value system encompassing our culture,
policies and relationship with our stakeholders. Integrity (b) Code of Conduct
and transparency are key to our corporate governance
In terms of the requirement of Regulation 17(5) (a) of
practices to ensure that we gain and retain the trust of
LODR (earlier Clause 49(II) (E) of the Listing Agreement)
our shareholders at all time.
& Section 149(8) read with Schedule IV of the Companies
The Company’s governance framework is based on the Act, 2013, the Board of Directors of the Company, in
following principles: line with the Corporate Philosophy, laid down the Code
of Conduct (“Code”) for all Board Members and Senior
• Appropriate composition and size of the Board,
Management of the Company. The Code is displayed at
with each member bringing in expertise in their
the Company’s website at https://www.blsinternational.
respective domains;
com/bls-policies.php. As required, a declaration duly
• Availability of information to the members of the signed by the Joint Managing Director regarding
Board and Board Committees to enable them to affirmation of compliance with the Code of Conduct is
discharge their fiduciary duties; attached as “Annexure-A”.

2. BOARD OF DIRECTORS

(a) (i) Composition

The details of composition and category of the Board of Directors of the Company as on March 31, 2020 is given below:

Name and Designation Category(i.e. Number of Board *Number **Number of Attendance


Promoter, Meetings of the Company of other other Board at the last
Executive, Held during Attended Boards in Committee(s) AGM (held
Non-Executive, the year during the which he in which he on 26th
Independent year / she is a / she is a September,
Non-Executive, Director or Member or 2019)
Nominee Director) Chairperson Chairperson

Mr. Nikhil Gupta, Managing Executive Director 4 3 - - NO


Director (served till 12.08.2019),
(appointed on 01.02.2020)
Mr. Shikhar Aggarwal, Joint Promoter, 4 4 2 - YES
Managing Director Executive Director
Mr. Karan Aggarwal, Executive Executive Director 4 4 5 - YES
Director
Mr. Sarthak Behuria, Director Independent, Non- 4 3 3 - NO
Executive Director
Mr. Ram Prakash Bajpai, Independent, Non- 4 4 - - YES
Director Executive Director
Ms. Shivani Mishra, Director Independent Non- 4 4 - - NO
Executive Director
* Excluding interest in private limited companies, foreign companies and companies under Section 8 of the Companies Act, 2013.
** Includes Chairmanship / membership of the Audit Committee and the Stakeholders’ Relationship Committee only.

53
BLS INTERNATIONAL SERVICES LIMITED | Annual Report 2019-20

(ii) Name of other listed entities where Directors of the Company are Directors and the category of Directorship:

S. Name of Director Name of other listed entities in which Category of


No. the concerned Director is a Director Directorship

1 Mr. Nikhil Gupta Managing Director - -


2 Mr. Shikhar Aggarwal Joint Managing Director - -
3 Mr. Karan Aggarwal Executive Director - -
4 Mr. Sarthak Behuria Independent Director The Supreme Industries Ltd. Independent Director
5 Mr. Ram Prakash Bajpai Independent Director - -
6 Ms. Shivani Mishra Independent Director - -

(b) Board Meetings as a whole and the Chairman of the Company was
evaluated, taking into account the views of Executive
During the financial year 2019-20, the Board met 4 (Four) Directors and Non-Executive Directors. The evaluation
times, details of which are as under: process includes review, discussion and feedback from
the Directors in reference to set criteria and questions.
S. Date of Board Meeting Total No. of
No. no. of Directors A consolidated summary of the ratings given by each
Directors Present Director was then prepared. The report of performance
1 27-05-2019 7 7 evaluation was then discussed by the Board. The Directors
2 06-08-2019 7 7 expressed their satisfaction with the evaluation process.
3 14-11-2019 6 5
(f) Independence and Familiarization Programme for the
4 01-02-2020 6 6
Independent Directors
(c) Separate Meeting of Independent Directors
At the time of appointing a Director, a formal letter of
In accordance with the provisions of Companies Act 2013, appointment is given to him/her, which inter alia explains
a separate meeting of the Independent Directors of the the role, function, duties and responsibilities expected
Company was held on 1st February 2020 to discuss the from him/her as a Director of the Company. The Director
agenda item as prescribed. The Meeting was attended is also explained in detail the Compliance required from
by Mr. Sarthak Behuria, Ms. Shivani Mishra and Mr. Ram him/her under Companies Act, 2013, LODR and other
Prakash Bajpai. The Meeting was chaired by Mr. Ram various statutes and an affirmation is obtained. The
Prakash Bajpai. Managing Director also have a one to one discussion
with the newly appointed Director to familiarize him/
(d) Terms and Conditions of appointment of Independent
her with the Company’s operations. Further, on an
Directors
ongoing basis as a part of Agenda of Board / Committee
Terms and conditions of appointment of Independent Meetings, presentations are regularly made to the
Director(s) is available at the Company’s website at Independent Directors on various matters inter-alia
https://www.blsinternational.com/bls-policies.php. covering the Company’s and its subsidiaries/associates
Mr. Surinder Singh Kohli resigned from the office of businesses and operations, industry and regulatory
Independent Director w.e.f. 2nd September 2019. updates, strategy, finance, risk management framework,
role, rights, responsibilities of the Independent Directors
(e) Performance evaluation of the Board, Committees and under various statutes and other relevant matters. The
Directors details of the familiarisation programme for Directors
are available on the Company’s website, viz. www.
The Board of Directors has carried out an annual
evaluation of its own performance, board committees, blsinternational.com.
and individual directors pursuant to the provisions of the
As per Section 149(7) of the Companies Act, 2013, the
Act and LODR.
Company has received declaration of independence from
A structured questionnaire was circulated to evaluate all the Independent Directors as on March 31, 2020.
performance of the Board, Committees, Independent
(g) (i) Shareholding of Directors
Directors and Non- Independent Directors. The criteria
for the performance evaluation of the Directors includes None of the Directors has any shareholding in the
(a) Attendance of each Director (b) Preparedness of each
Company except below mentioned:
Director (c) Participation in meaningful discussion (d)
Conduct and behavior of each Director (e) Effectiveness Name Designation No. of %
of the decision taken based on deliberations etc. equity
shares
In a separate meeting of Independent Directors,
performance of Non-Independent Directors, the Board Mr. Shikhar Joint Managing 20,00,000 1.95
Aggarwal Director

54
STATUTORY REPORTS

(ii) Number of shares and convertible instruments Mission, Vision and Values) major risks / threats
held by non- executive directors: and potential opportunities and knowledge of the
industry in which the Company operates.
Non-Executive Directors of the Company do not hold
any shares in the Company. ii) Behavioral skills - attributes and competencies
to use their knowledge and skills to contribute
(h) Relationships between directors inter-se effectively to the growth of the Company.
Mr. Shikhar Aggarwal, Joint Managing Director and iii) Business Strategy, Sales & Marketing, Corporate
Mr. Karan Aggarwal, Executive Director are cousin Governance, Forex Management, Administration,
brothers. No other directors are inter se related to each Decision Making,
other.
iv) Financial and Management skills,
(i) Skills / Expertise / Competencies of the Board of
Directors v) Technical / Professional skills and specialized
knowledge in relation to Company’s business.
The following is the list of core skills / expertise /
competencies identified by the Board of Directors as In the table below, the specific areas of focus or
required in the context of the Company’s business and expertise of individual Board members have been
that the said skills are available with the Board Members: highlighted. However, the absence of a mark against a
member’s name does not necessarily mean the member
i) Industry Knowledge: Knowledge on Company’s does not possess the corresponding skills/expertise/
businesses, policies and culture (including the competencies.

Name of Director Industry Behavioral skills Business Strategy, Financial & Professional
Knowledge Corporate Management Skill Skill
Governance

Mr. Shikhar Aggarwal √ √ √ √ √


Mr. Karan Aggarwal √ √ √ √ √
Mr. Nikhil Gupta √ √ √ √ √
Mr. Rakesh Amol
√ √ √ √ √
(Upto 31.01.2020)
Mr. Sarthak Behuria √ √ √ √ √
Mr. Ram Prakash Bajpai √ √ √ √ √
Ms. Shivani Mishra √ √ √ √ √

3. COMMITTEES: 2. Recommending to the Board, the appointment, re-


appointment and, if required, the replacement or
The Company has five Board level Committees: removal of the statutory auditor and the fixation of
audit fees.
a) Audit Committee,
b) Nomination and Remuneration Committee, 3. Approval of payment to statutory auditors for any
c) Stakeholders’ Relationship Committee, other services rendered by the statutory auditors.

d) Corporate Social Responsibility Committee, and 4. Reviewing, with the management, the annual
e) Risk Management Committee. financial statements before submission to the board
for approval, with particular reference to:
(a) Audit Committee
o Changes, if any, in accounting policies and
The Company has a duly constituted Audit Committee. practices and reasons for the same.
The constituted Audit Committee has the terms and roles
as specified in Regulation 18 of LODR and Section 177 of o Major accounting entries involving estimates
the Companies Act, 2013. based on the exercise of judgment by
management.
The terms of reference of the Audit Committee inter alia
o Significant adjustments made in the financial
includes the following:
statements arising out of audit findings.
1. Overseeing the Company’s financial reporting o Compliance with listing and other legal
process and the disclosure of its financial requirements relating to financial statements.
information to ensure that the financial statements
are correct, sufficient and credible. o Disclosure of any related party transactions.

o Qualifications in the draft audit report.

55
BLS INTERNATIONAL SERVICES LIMITED | Annual Report 2019-20

5. Reviewing, with the management, annual financial 13. Approval of appointment of CFO (i.e., the whole-
statements before submission to the board for approval time Finance Director or any other person heading
the finance function or discharging that function)
6. Reviewing, with the management, the statement of after assessing the qualifications, experience &
uses / application of funds raised through an issue background, etc. of the candidate.
(public issue, rights issue, preferential issue, etc.),
the statement of funds utilized for purposes other In addition to the above, Audit Committee carries out all
than those stated in the offer document/prospectus/ such other functions as provided under applicable laws
notice and the report submitted by the monitoring and specified by the Board of Directors from time to time.
agency monitoring the utilization of proceeds of
a public or rights issue, and making appropriate The current Audit Committee of your Company comprise
recommendations to the Board to take up steps in of Four Directors namely:
this matter.
S. Name of Members of Category
7. Reviewing, with the management, performance No. Audit Committee
of statutory and internal auditors, adequacy of the
internal control systems. 1 Mr. Sarthak Behuria Independent Director
2 Mr. Ram Prakash Bajpai Independent Director
8. Reviewing the adequacy of internal audit function, 3 Ms. Shivani Mishra Independent Director
if any, including the structure of the internal audit 4 Mr. Nikhil Gupta Executive Director
department, staffing and seniority of the official
Members of the Audit Committee possess financial /
heading the department, reporting structure
accounting expertise / exposure.
coverage and frequency of internal audit.
Mr. Ram Prakash Bajpai, an Independent Non-Executive
9. Discussion with internal auditors on any significant
Director is the Chairman of the Audit Committee. The
findings and follow up there on.
Company Secretary acts as the Secretary of the Audit
10. Reviewing the findings of any internal investigations Committee.
by the internal auditors into matters where there
During the financial year 2019-20, 4 (Four) Audit
is suspected fraud or irregularity or a failure of
Committee meetings were held on
internal control systems of a material nature and
reporting the matter to the board.
S. Date of Audit Committee Meeting(s)
11. Discussion with statutory auditors before the audit No.
commences, about the nature and scope of audit as
1 27-05-2019
well as post-audit discussion to ascertain any area
2 06-08-2019
of concern.
3 14-11-2019
12. To review the functioning of the Vigil Mechanism, in 4 01-02-2020
case the same is existing.

Attendance at Audit Committee Meetings was as under:

AUDIT COMMITTEE
S. Name of the Member(s) Designation No. of Meetings Held No. of Meetings
No. attended

1 Mr. Ram Prakash Bajpai Chairman 4 4


2 Mr. Sarthak Behuria Member 4 3
3 Ms. Shivani Mishra Member 4 2
4 Mr. Nikhil Gupta Member 4 2

(b) Nomination and Remuneration Committee (NRC) 1. To recommend to the Board, the remuneration
packages of Senior Management of the Company,
The Company has a duly constituted Nomination including all elements of remuneration package
and Remuneration Committee’s (“NRC”). The NRC’s (i.e. salary, benefits, bonuses, perquisites,
constitution and terms of reference are in compliance commission, incentives, stock options, pension,
with provisions of the Section 178 of Companies Act, retirement benefits, details of fixed component
2013, rules made thereunder and Regulation 19 of LODR. and performance linked incentives along with the
performance criteria, service contracts, notice
The terms of reference of Nomination and Remuneration
period, severance fees etc.).
Committee inter alia includes the following:

56
STATUTORY REPORTS

2. To be authorized at its duly constituted meeting to 6. Such other matters as may, from time to time, be
determine on behalf of the Board of Directors and required by any statutory, contractual or other regulatory
on behalf of the shareholders with agreed terms requirements to be attended to by such Committee.
of reference, the Company’s policy on specific
remuneration packages for Company’s Managing/Joint The current NRC of your Company consist of three
Managing/ Whole time/ Executive Directors, including Directors, namely:
pension rights and any compensation payment. S. Name of Members Category
No. of Nomination and
3. To devise a policy on diversity of Board of Directors.
Remuneration
4. Identifying candidates who are qualified to become Committee
Director and who may be appointed in Senior
1 Mr. Sarthak Behuria Independent Director
Management in accordance with the criterial laid
2 Mr. Ram Prakash Bajpai Independent Director
down, and recommend to the Board their appointment.
3 Ms. Shivani Mishra Independent Director
5. To formulate and recommend a policy to extend or
Mr. Sarthak Behuria, an Independent Non-Executive
continue the term of appointment of the Independent
Director is the Chairperson of the Committee. The
Director, on the basis of performance evaluation
Company Secretary of the Company acts as the Secretary
of Independent Directors and to approve and pay
of the Committee.
sitting fees, if any.

During the financial year 2019-20, 3 (Three) NRC meetings were held on:

S. No. Date of Nomination and Remuneration Committee Meeting(s)

1 27-05-2019
2 06-08-2019
3 01-02-2020

Attendance at Nomination & Remuneration Committee Meetings were as under:

Nomination & Remuneration Committee


S. Name of the Member(s) Designation No. of Meetings Held No. of Meetings
No. attended

1 Mr. Sarthak Behuria Chairman 3 3


2 Mr. Ram Prakash Bajpai Member 3 3
3 Ms. Shivani Mishra Member 3 3

(c) Stakeholders Relationship Committee: The current SRC of your Company consists of three
directors, namely:
The Company has a duly constituted Stakeholders
Relationship Committee (“SRC”). The SRC’s constitution S. Name of Members Category
and terms of reference are in compliance with provisions No. of Stakeholders
of the Section 178 of Companies Act, 2013, rules made Relationship Committee
thereunder and Regulation 20 of LODR.
1 Mr. Ram Prakash Bajpai Independent Director
The terms of reference of Stakeholders Relationship 2 Ms. Shivani Mishra Independent Director
Committee inter alia includes the following: 3 Mr. Shikhar Aggarwal Executive Director

1. To consider and resolve the investor grievances. Mr. Ram Prakash Bajpai, an Independent Non-Executive
Director is the Chairperson of the Committee. The
2. To consider and approve issues of share Company Secretary of the Company acts as the Secretary
certificate, transfer and transmission of shares, of the Committee.
dematerialization of shares etc.
During the financial year 2019-20, 1 (one) meeting of
3. Such other matters as may, from time to time, be SRC was held on:
required by any statutory, contractual or other
regulatory requirements to be attended to by such S. Date of Stakeholders Relationship Committee
Committee. No. Meeting

1 27-05-2019

57
BLS INTERNATIONAL SERVICES LIMITED | Annual Report 2019-20

Attendance at Stakeholders Relationship Committee Meeting was as under:

Stakeholders Relationship Committee Meeting


S. Name of the Member(s) Designation No. of Meetings Held No. of Meetings
No. attended

1 Mr. Ram Prakash Bajpai Chairman 1 1


2 Mr. Shikhar Aggarwal Member 1 1
3 Ms. Shivani Mishra Member 1 1

BEETAL FINANCIAL & COMPUTER SERVICES PVT. LTD., New Delhi, is the Registrar & Share Transfer Agent of the Company. The
Company has delegated the authority for share transfers to the employee(s) of the Company to ensure that the share transfers
are complied regularly. Ms. Archana Maini, General Counsel & Company Secretary was the Compliance Officer of the Company
who served the Company till 31.03.2020.
Details of investor complaints received and redressed during FY 2019-20 are as follows:

Opening Balance Received during the year Resolved during the year Closing Balance

0 Nil Nil 0

The above table includes Complaints received from SEBI 5. Institute a transparent monitoring mechanism for
SCORES by the Company. The number of pending share implementation of CSR projects or programs or
transfers and pending requests for dematerialization as activities undertaken by the Company.
on March 31, 2020 were NIL. Shareholders’/Investors’
complaints and other correspondence shall be normally The current CSR committee of your Company consists of
attended to within seven working days, if received. three Directors, namely:
S. Name of Members Category
(d) Corporate Social Responsibility Committee.
No. of Stakeholders
The Board of Directors has constituted a Corporate Social Relationship Committee
Responsibility Committee (CSR) of the Board in terms of 1 Mr. Ram Prakash Bajpai Independent Director
the requirements of Section 135 of the Companies Act,
2 Ms. Shivani Mishra Independent Director
2013 and Rules framed thereunder.
3 Mr. Shikhar Aggarwal Executive Director
The role of Corporate Social Responsibility Committee
Mr. Ram Prakash Bajpai, an Independent Non-Executive
inter alia includes the following:
Director is the Chairperson of the Committee. The
1. Review the existing CSR Policy. Company Secretary of the Company acts as the Secretary
of the Committee.
2. Provide guidance on various CSR activities to be
undertaken by the Company. During the financial year 2019-20, 2 (two) meetings of
CSR Committee were held on:
3. Recommend the amount of expenditure to be
S. Date of Corporate Social Responsibility
incurred on CSR activities.
No. Committee Meeting(s)
4. Monitor the activities undertaken under CSR. 1 14-11-2019
2 01-02-2020

Attendance at Corporate Social Responsibility Committee Meeting were as under:

Nomination & Remuneration Committee


S. Name of the Member Designation No. of Meetings Held No. of Meetings
No. attended

1 Mr. Ram Prakash Bajpai Chairman 2 2


2 Mr. Sarthak Behuria Member 2 2
3 Mr. Nikhil Gupta Member 2 1

(e) RISK MANAGEMENT COMMITTEE The role of Risk Management Committee inter alia
includes the following:
The Board of Directors have voluntarily constituted a
Risk Management Committee where Members of the 1. Framing of Risk Management Plan and Policy.
Committee consists of Members of the Board of Directors.
2. Overseeing implementation of Risk Management
Plan and Policy.

58
STATUTORY REPORTS

3. Monitoring of Risk Management Plan and Policy.


4. Validating the procedure for Risk Minimization.
5. Periodically reviewing and evaluating the Risk Management Policy and practices with respect to risk assessment and risk
management processes.

The current Risk Management Committee of your Company consists of three directors, namely:

S. No. Name of Members of Risk Management Committee Category

1 Mr. Ram Prakash Bajpai Independent Director


2 Mr. Sarthak Behuria Independent Director
3 Mr. Shikhar Aggarwal Executive Director

Mr. Ram Prakash Bajpai, an Independent Non-Executive Director is the Chairperson of the Committee.

During the financial year 2019-20, No meeting of Risk Management Committee was held

4. REMUNERATION OF DIRECTORS

The details of remuneration paid to the Whole time directors are as under:

(Amount in H)
S. Details Mr. Nikhil Gupta1 Mr. Shikhar Aggarwal2 Mr. Karan Aggarwal3
No. Managing Director Joint Managing Director Executive Director

Service Contract Valid Up To January 31, 2023* June 16, 2021* June 12, 2020*
Period
1. Monthly Salary (in H) 5,00,000 6,00,000 3,00,000
2. Monthly Special Allowance Nil Nil Nil
3. Performance Bonus Nil Nil Nil
1
Mr. Nikhil Gupta was appointed as Managing Director w.e.f. 1st February, 2020 for a period of three years. Before that, he served as Managing Director of the
Company drawing remuneration of H 4,38,709/- till 12th August 2019.
2
Mr. Shikhar Aggarwal has also drawn an annual remuneration of H 10,00,000/- from BLS Subsidiaries during FY 2019-20. Total annual remuneration drawn
during FY 2019-20 is H 78,00,000/-.
3
Mr. Karan Aggarwal has also drawn an annual remuneration of H 6,00,000/- from BLS Subsidiaries during FY 2019-20. Total annual remuneration drawn during
FY 2019-20 is H 36,00,000/-.
* Terminable by giving 1 month notice from either side.

Note: 1. No severance fee is payable to any Director.

Benefits: The benefits extended to each of Whole Time Directors, inter-alia, include the following:

The remuneration paid during the year 2019-20, is within the limits specified in Section 197 of the Companies Act, 2013 (as amended)
and has due approval from the Board of Directors & Shareholders of the Company.

There is no Stock Option Scheme of the Company for any promoter Director and independent Director of the Company.

Reference to remuneration paid to the Directors and key managerial personnel under Directors Report attached in this Annual
Report of the Company.

There has been no pecuniary relationship or business transaction by the Company with any Independent Non-Executive Director. The
Company has paid Sitting Fee(s) to Independent Director(s) for attending the Board/Committee meetings as well as the traveling/
conveyance expenses and reimbursement of expenses, if any, incurred for participating/ attending the Company’s meetings.

Criteria for making payment to non-executive directors:

During the year under review, the Non-executive directors (including independent directors) were paid Sitting Fee(s).

59
BLS INTERNATIONAL SERVICES LIMITED | Annual Report 2019-20

5. DETAILS OF ANNUAL GENERAL MEETINGS:

(a) Location and time where the last three Annual General Meetings (“AGM”) were held is as under: -

Year ended Date and Time Venue Special Resolution passed

March 31, 2017 21.09.2017 at 03:00 p.m. Indian Social 1. Approval under section 196, 197 of the
Institute, 10, Lodhi Companies Act, 2013 for appointment of Whole
Road Institutional Time Director of the Company.
Area, New Delhi - 2. Approval under Section 14 of the Companies Act,
110003 2013 for alteration of Articles of Association by
altering a clause.
3. Approval under section 188 of the Companies
Act, 2013 for an amount not exceeding Rupees
172.75 Crores.
March 31,2018 19.09.2018 at 03:00 p.m. Sri Sathya Sai 1. Approval under section 188 of the Companies
Auditorium, Pragati Act, 2013 for an amount not exceeding Rupees
Vihar, Lodhi Road, 260 Crores.
New Delhi-110024.
March 31, 2019 26.09.2019 at 3:00 p.m. Dr. B.R. Ambedkar 1. Appointment of Mr. Rakesh Amol as Managing
Auditorium, Andhra Director of the Company.
Pradesh Bhawan, CP,
2. Ratification of excess remuneration paid to
New Delhi-110001
Mr. Shikhar Aggarwal, Joint Managing Director
of the Company.

3. Increase in remuneration of Mr. Shikhar


Aggarwal, Joint Managing Director of the
Company.

4. Continuation of Sh. Ram Prakash Bajpai as


Non-Executive and Independent Director of the
Company.

5. Continuation of Sh. Surinder Singh Kohli as


Non-Executive and Independent Director of the
Company.

6. Approval for Related Party Transactions.

(b) Whether any special resolutions passed in the previous 6 MEANS OF COMMUNICATION
three annual general meetings; Yes
The Company provides unaudited as well as audited financial
Three Special Resolution(s) were passed at the AGM
results to the stock exchanges immediately after being
held on 21st September, 2017. One Special Resolution
approved by the Board. The quarterly, half yearly and annual
was passed at the AGM held on 19th September, 2018.
Six Special Resolutions were passed at the AGM held on results of the Company are published in one English daily
26th September, 2019 (Financial Express) and one Hindi newspaper (Jansatta).

(c) Whether any special resolution passed last year through The Company’s shareholding pattern, financial results,
postal ballot – details of voting pattern; Code of Conduct, AGM Notice, Annual Reports, Corporate
No Special Resolution was passed through postal ballot Governance Reports, Details of familiarization Programmes
in the last year. for Independent Directors, Vigil Mechanism (including
Whistle Blower Mechanism / Policy), Terms and Conditions
(d) Person who conducted the postal ballot exercise;
for appointment of an Independent Director, Policy on Dealing
Not Applicable with related Party Transactions, Investor Contact details etc.
(e) Whether any special resolution is proposed to be and other information as required under applicable provisions
conducted through postal ballot; of the Companies Act, 2013 read with rules made thereunder
and LODR including Regulation 46(2)(n)are being displayed at
At present, there is no proposal to pass any special
Company’s website under the head ‘Investors Relations’.
resolution through postal ballot.

(f) Procedure for postal ballot.

Not applicable.

60
STATUTORY REPORTS

7. GENERAL SHAREHOLDERS INFORMATION

(a)

(i) AGM: Date, Time and Venue 21th September, 2020, 03:00 p.m
(ii) Financial Year April 01 to March 31
(The last financial year was of 12 months commencing from April 1, 2019 to March
31, 2020)
(iii) Date of Book Closure 14th September, 2020 to 20th September, 2020 (both days inclusive)
(iv) Dividend payment date The dividend, if declared at AGM will be paid on or after 25th September 2020.
(iv) Listing on Stock Exchanges National Stock Exchange of India Limited (NSE)
Exchange Plaza, C-1, Block G,
Bandra Kurla Complex,
Mumbai – 400 051
Bombay Stock Exchange Ltd (BSE)
Phiroze Jeejeebhoy Towers,
Dalal Street,
Mumbai - 400001
Metropolitan Stock Exchange of India Limited (MSEI)
Vibgyor Towers, 4th floor,
Plot No C 62, G - Block, Opp. Trident Hotel,
Bandra Kurla Complex, Bandra (E),
Mumbai – 400 098, India.
It is hereby confirmed that Listing fees of NSE, BSE & MSEI up to 2020-2021 has
been duly paid.
(vi) Stock Code BLS (for NSE & MSEI), 540073 (for BSE)

(b) Market Price Data: High, Low on BSE Limited (BSE) during each month in the last Financial Year 2019-20.

BSE NSE
Month High Price Low Price High Price Low Price

Apr-19 144.75 116.00 144.80 116.05


May-19 133.60 111.85 133.80 112.45
Jun-19 128.95 97.10 128.90 97.60
Jul-19 104.10 64.85 103.95 64.10
Aug-19 84.05 73.00 84.20 77.25
Sep-19 98.10 71.25 98.10 73.80
Oct-19 81.60 72.10 82.70 72.00
Nov-19 77.60 57.60 77.55 57.50
Dec-19 73.30 62.35 73.85 61.00
Jan-20 75.00 65.00 76.15 64.90
Feb-20 72.75 61.30 72.90 61.20
Mar-20 60.85 27.45 61.40 27.40

61
BLS INTERNATIONAL SERVICES LIMITED | Annual Report 2019-20

BSE: Data for BSE from 1st April, 2019 to 31st March, 2020

140 45000

120 40000
35000
100
30000
80 25000

60 20000
15000
40
10000
20
5000
0 0
Apr-19 May-19 Jun-19 Jul-19 Aug-19 Sep-19 Oct-19 Nov-19 Dec-19 Jan-20 Feb-20 Mar-20

BLS Share Price BSE Sensex

NSE: Data for NSE from 1st April, 2019 to 31st March, 2020

140 14000

120 12000

100 10000

80 8000

60 6000

40 4000

20 2000

0 0
Apr-19 May-19 Jun-19 Jul-19 Aug-19 Sep-19 Oct-19 Nov-19 Dec-19 Jan-20 Feb-20 Mar-20

BLS Share Price Nifty 50

(c) Registrar & Share Transfer Agent: (d) Share Transfer System
Beetal Financial & Computer Services Pvt. Ltd.,
Beetal House, 3rd Floor, 99 Madangir, Beetal Financial & Computer Services Pvt. Ltd, Registrar
Behind Local Shopping Centre, & Share Transfer Agent (“RTA”) of the Company looks
Near Dada Harsukhdas Mandir, after share transfer, transmission, transposition,
New Delhi- 110062. dematerialization and re-materialization of shares, issue
Phone- 91-11-2996 1281-83 ; Fax- 91-11-2996 1284 of duplicate share certificates, split and consolidation of
Email- beetalrta@gmail.com. shares etc. on regular basis in compliance of various
provisions of the laws, as applicable.

(f) Distribution of Shareholding as on March 31, 2020:

No. of Shares held Folios Shares* held


Nos. % Nos. %

up to 5,000 17081 98.29 49,62,166 4.84


5,001 – 10,000 94 0.54 7,02,159 0.69
10,001 – 50,000 121 0.65 26,49,926 2.58
50,001 – 100,000 15 0.08 10,93,605 1.07
100,001 and above 67 0.38 9,30,42,144 90.82
TOTAL 17,378 100 10,24,50,000 100.00

62
STATUTORY REPORTS

• Shareholding Pattern as on March 31, 2020

Description of Investors No. of shares held % of shareholding

1. Promoters 7,60,60,000 74.24


2. Financial Institutions, Insurance Companies, Bank and Mutual Fund, 1,15,077 0.11
Alternate Investment Funds
3. Foreign Portfolio Investors 31,71,575 3.10
4. Private Corporate Bodies 58,25,083 5.69
5. NRIs/ OCBs 14,18,557 1.38
6. Indian Public, Trust & HUF* 1,58,59,708 15.48
TOTAL 10,24,50,000 100.00
* Includes clearing members

(g) Dematerialization of shares and liquidity: Investors’ Correspondence: may be Addressed to


Beetal Financial &Computer Services Pvt. Ltd., Beetal
As on March 31, 2020, total 10,24,50,000 Equity Shares
House, 3rdFloor, 99 Madangir, Behind Local Shopping
of face value of Rupee 1 each are listed at BSE, NSE and
Centre, Near Dada Harsukhdas Mandir, New Delhi-
MSEI. As on March 31, 2020, 14.01% and 85.81% of the
110062
Company’s total Share Capital was held in dematerialized
Website http://www.beetalfinancial.com/
form with National Securities Depository Limited (NSDL)
E-mail ID beetalrta@gmail.com
and Central Depository Service (India) Limited (CDSL)
respectively. (L) Investor Education Protection Fund (“IEPF”)

(h) Outstanding GDRs/ ADRs/ Warrants or any convertible In accordance with the applicable provisions of
instruments, conversion date and likely impact on Companies Act, 2013 read with Investor Education and
equity: Protection Fund (Accounting, Audit, Transfer and Refund)
Rules, 2016 (‘IEPF Rules’), all unclaimed dividends are
The Company has not issued any GDRs/ADRs / Warrants
required to be transferred by the Company to the IEPF,
or any convertible instruments.
after completion of 7 years.
(i) Plant location: In view of the nature of the Company’s
Further, according to IEPF Rules, the shares on which
business viz. providing passport, visa outsource services and
dividend has not been claimed by the shareholders for
other consular services, the Company does not have plant.
seven consecutive years or more shall be transferred to
(j) Commodity price risk or foreign exchange risk and the demat account of the IEPF authority.
hedging activities:
Details of the unpaid / unclaimed dividend are also
The Company has foreign exchange rate fluctuation risk uploaded as per the requirements on theCompany’s
as the export collections from services provided are website www.blsinternational.com and on Ministry
in foreign currency. The Company has booked impact of Corporate Affairs’ website. Members who have not
of foreign exchange fluctuation, please see note 39 of encashed their dividend from the Financial Year 2016-17
financial statement for the risk. onwards are advised to write to the Company immediately
claiming dividends declared by the Company.
However, there was no hedging activity carried out
hence no disclosure is required. During the year under review, the Company has no
requirement to transfer Unclaimed Dividend to Investor
(k) Corporate Office/Address of Correspondence Education and Protection Fund, as the same will be
912, Indraprakash Building, 21, Barakhamba Road, New transferred after completion of 7 years.
Delhi– 110001

(M) Credit Ratings:

Details of credit ratings obtained by the Company along with revisions thereto during the Financial Year 2019-2020 are furnished
herein below:

S. Type Instrument/ Bank Amount Rating during Rating during


No. Facility (H in Crore) FY 2019-2020 FY 2018-2019

1. Non Fund-based Bank Guarantee 22.50 CRISIL A2 CRISIL A2


Bank Facilities
TOTAL 22.50

63
BLS INTERNATIONAL SERVICES LIMITED | Annual Report 2019-20

8. OTHER DISCLOSURES (f) Web link where policy for determining ‘material’
subsidiaries is disclosed and policy for dealing related
(a) Compliance with Governance Framework: party transactions.

The Company is in compliance with all mandatory Policy for dealing related party transactions can be
requirements under the LODR. accessed at: https://www.blsinternational.com/bls-
policies.php
(b) Disclosures on materially significant related party
transactions that may have potential conflict with the (g) Disclosure of compliance with Corporate Governance
interests of the Company at large: Requirements

In compliance of applicable laws, your company has THE DISCLOSURES OF THE COMPLIANCE WITH
formulated a policy on materiality and dealing with CORPORATE GOVERNANCE REQUIREMENTS SPECIFIED
related party transactions and details of the policy is IN REGULATION 17 TO 27 AND REGULATION 46(2):
available on the website https://www.blsinternational.
com/bls-policies.php The Company has duly complied with the requirements
specified in Regulation 17 to 27 and clauses (b) to (i) of
The disclosure of transactions with the related parties sub-regulation (2) of Regulation 46 of LODR.
per Accounting Standard 18 is appearing in Note no. 40
of the notes to standalone financial statements of the (h) Disclosure of accounting treatment
Company for the year ended March 31, 2020.
Accounting has been done in accordance with applicable
(c) Details of non-compliance, penalties, strictures accounting standards (IND AS). There has been no
imposed by stock exchanges or Securities & Exchange change in accounting policies of the company during the
Board of India (“SEBI”) or any statutory authority, on year from the last financial year.
any matter related to the capital markets during last
(i) BLS International Services Limited - Unclaimed
three years:
Suspense Account (“Unclaimed Suspense Account”)
None
Disclosure with respect to demat suspense A/c /
(d) Details of establishment of vigil mechanism whistle unclaimed suspense A/c : Not Applicable
blower policy, and affirmation that no personnel has
(j) Details of the Directors Seeking Appointment/Re-
been denied access to the Audit Committee.
appointment:
The Business Conduct Manual of BLS is applicable for
Mr. Nikhil Gupta seeks appointment as Managing
global operations including your Company, a copy of
Director of the Company. Mr. Ram Prakash Bajpai, Ms.
which is accessible to associates of the Company, inter-
Shivani Mishra, Independent Directors and Mr. Karan
alia provides that associates can anonymously report
Aggarwal, Executive Director of the Company seeks re-
violations by calling on the number mentioned therein.
appointment.
In compliance of applicable provisions of the Companies
Act, 2013, rules made thereunder and Regulation the (k) Management Discussion and Analysis Report
provisions of LODR, the Board of Directors of your
Company had approved the Vigil Mechanism (including A Management Discussion and Analysis Report which
Whistle Blower Mechanism /Policy). The details of forms part of the Annual report is given by means of
which are appearing on the website https://www. a separate annexure and is attached to the Directors’
blsinternational.com/bls-policies.php. It is also affirmed Report.
that no personnel have been denied access to the Audit
Committee. (l) CEO/CFO Certificate

(e) Details of compliance with mandatory requirements In terms of the requirement of the Regulation 17(8) of the
and adoption of non-mandatory requirements: LODR, the certificates from CEO/CFO has been obtained
and same is enclosed as “Annexure A”.
The Company had duly complied with all the mandatory
requirements under Chapter IV of the LODR. The Company (m)
Certificate from Practicing Company Secretary
had not adopted the non-mandatory (discretionary) regarding compliance of conditions of corporate
requirements as mentioned in Part E of Schedule-II of governance
the LODR except that the Company has separate post
A certificate from the practicing company secretary is
for the Managing Director and that the Internal Auditor
enclosed as “Annexure B” certifying the compliance of
reports directly to the Audit Committee.
corporate governance requirements by the Company.

64
STATUTORY REPORTS

(n) A certificate from a Company Secretary in practice that (q) Disclosures in relation to the Sexual Harassment of
none of the directors on the board of the company have Women at Workplace (Prevention, Prohibition and
been debarred or disqualified from being appointed Redressal) Act, 2013.
or continuing as directors of companies by the Board/
Your Company has framed and adopted a policy and
Ministry of Corporate Affairs or any such statutory
has constituted Internal Complaints Committee (ICC) for
authority.
redressal of complaints related to sexual harassment in
The Certificate of Company Secretary in practice is line with the provisions of Sexual Harassment of Women
annexed herewith as a part of the report. at Workplace (Prevention, Prohibition and Redressal)
Act, 2013 and the Rules thereunder. All employees
(o) Where the board had not accepted any recommendation (permanent, contractual, temporary, trainees) are
of any committee of the board which is mandatorily covered under the said policy. Details of the complaints
required, in the relevant financial year. Not Applicable as on 31.03.2020 are as under:

(p) Total fees for all services paid by the listed entity
Number of complaints pending as on Nil
and its subsidiaries, on a consolidated basis, to the
the beginning of the year
statutory auditor and all entities in the network firm/
Number of complaints received Nil
network entity of which the statutory auditor is a part.
during the year
M/s. SS Kothari Mehta & Co., Chartered Accountants Number of complaints disposed off Not applicable
(Firm Registration No. 000756N) have been appointed as during the year
the Statutory Auditors of the Company. The particulars of Number of cases pending for more Not applicable
payment of Statutory Auditors’ fees paid by the Company than 90 days
and its subsidiary, on consolidated basis, are given below: Nature of action taken by the employer Not applicable
Number of complaints pending as on Nil
(Amount in Lakhs) end of the year
Particulars Amount

Services as Statutory Auditors 28.75


On behalf of the Board of Directors of
(including quarterly audits and tax
BLS International Services Limited
audit)
Services for tax matters NIL
Other matters NIL
Re-imbursement of out-of-pocket 4.14 Shikhar Aggarwal
expenses Place: New Delhi Jt. Managing Director
Total 32.89 Date: July 29, 2020 (DIN: 06975729)

65
BLS INTERNATIONAL SERVICES LIMITED | Annual Report 2019-20

Annexure-A

Corporate Governance Report


of BLS International Services Limited
Declaration regarding Affirmation of compliance with the Code of Conduct

I hereby confirm that the Company has received affirmations on compliance with the Code of conduct for the financial year ended March
31, 2020 from all the Board Members and Senior Management Personnel pursuant to the requirements of Regulation 26(3) of LODR, 2015.

For BLS International Services Limited

Shikhar Aggarwal
Place: New Delhi Jt. Managing Director
Date: July 29, 2020 (DIN: 06975729)

CEO/CFO CERTIFICATE
Certified that as on and up to 31st March, 2020 we hereby confirm that:

A. We have reviewed Financial Statements and the cash flows statement for the year and that to the best of our knowledge and belief:

1) these statements do not contain any materially untrue statement or omit any material fact or contain statements that might be
misleading;

2) these statements together present a true and fair view of listed entity’s affair and are in compliance with existing accounting
standard, applicable laws and regulations.

B. There are, to the best of our knowledge and belief, no transactions entered into by listed entity during the year which are fraudulent,
illegal or violative of the listed entity’s code of conduct.

C. We accept responsibility for establishing and maintaining internal controls for financial reporting and that we have evaluated the
effectiveness of internal control systems of the listed entity pertaining to financial reporting and we have disclosed to the auditors
and the audit committee, deficiencies in the design or operation of such internal controls, if any, of which we are aware and the steps
we have taken or propose to take the rectify these deficiencies.

D. We have indicated to the Auditors and the Audit Committee

1) significant changes in internal control over financial reporting during the quarter, if any.

2) significant changes in accounting policies during the quarter and that the same have been disclosed in the notes to the financial
statements, if any; and

3) instances of significant fraud of which we have become aware and the involvement therein, if any, of the management or an
employee having a significant role in the listed entity’s internal control system over financial reporting, if any.

For BLS International Services Limited

Place: New Delhi Shikhar Aggarwal Amit Sudhakar


Date : June 29, 2020 Jt. Managing Director Chief Financial Officer
(DIN: 06975729)

66
STATUTORY REPORTS

Annexure-B

CERTIFICATE FROM COMPANY SECRETARY IN PRACTICE ON


CORPORATE GOVERNANCE

To,
The Members,
BLS International Services Limited.

We have examined the relevant registers, records, forms, returns and disclosures received from the Directors of BLS International
Services Limited having CIN L51909DL1983PLC016907 and having registered office at G-4B-1 Extension, Mohan Co-operative Industrial
Estate, Mathura Road, New Delhi-110044 (hereinafter referred to as ‘the Company’), produced before us by the Company for the purpose
of issuing this Certificate, in accordance with Regulation 34(3) read with Schedule V Para-C Sub clause 10(i) of the Securities Exchange
Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

In our opinion and to the best of our information and according to the verifications (including Directors Identification Number (DIN) status
at the portal www.mca.gov.in) as considered necessary and explanations furnished to us by the Company & its officers, we hereby certify
that none of the Directors on the Board of the Company as stated for the Financial Year ended on 31st March, 2020 have been debarred
or disqualified from being appointed or continuing as Directors of companies by the Securities and Exchange Board of India, Ministry of
Corporate Affairs, Reserve Bank of India or any such other Statutory Authority.

Ensuring the eligibility for the continuity of every Director on the Board is the responsibility of the management of the Company. Our
responsibility is to express an opinion on these, based on our verification. This certificate is neither an assurance as to the future viability
of the Company nor of the efficiency or effectiveness with which the management has conducted the affairs of the Company.

For D. K. Chawla & Company

(Dasvinder Kaur)
PCS No.: 33095
Place: New Delhi COP No.: 15232
Date: July 29, 2020 UDIN: A033095B000565541

67
BLS INTERNATIONAL SERVICES LIMITED | Annual Report 2019-20

Business Responsibility Report


SECTION A: GENERAL INFORMATION ABOUT THE 5. List of activities in which expenditure in 4 above has been
COMPANY incurred:-

1. Corporate Identity Number (CIN) of the Company - (a) HEALTH AND HYGIENE AWARENESS
L51909DL1983PLC016907 (b) BOOKS DISTRIBUTION/VOCATIONAL TRAINING

2. Name of the Company - BLS INTERNATIONAL SERVICES (c) WOMEN WELFARE


LIMITED
SECTION C: OTHER DETAILS
3. Registered address - G-4B-1 EXTN., MOHAN CO-OPERATIVE
INDL. ESTATE, MATHURA ROAD, NEW DELHI - 110044 1. Does the Company have any Subsidiary Company/ Companies:
YES
4. Website - WWW.BLSINTERNATIONAL.COM
2. Do the Subsidiary Company/Companies participate in the BR
5. E-mail id - COMPLIANCE@BLSINTERNATIONAL.COM
Initiatives of the parent company? If yes, then indicate the
6. Financial Year reported 2019-20 number of such subsidiary company(s): NO

7. Sector(s) that the Company is engaged in (industrial activity 3. Do any other entity/entities (e.g. suppliers, distributors
code-wise) DATA PROCESSING 723 etc.) that the Company does business with, participate in
the BR initiatives of the Company? If yes, then indicate the
8. List three key products/services that the Company percentage of such entity/entities: [Less than 30%, 30-60%,
manufactures/provides (as in balance sheet) VISA AND More than 60%]: NO
OTHER ALLIED SERVICES, ATTESTATION, APOSTILE SERVICES

9. Total number of locations where business activity is SECTION D: BR INFORMATION


undertaken by the Company
1. Details of Director/Directors responsible for BR
(a) Number of International Locations (Provide details of
(a) Details of the Director/Director responsible for
major 5)
implementation of the BR policy/policies
(b) Number of National Locations
1. DIN Number- 06975729
10. Markets served by the Company – Local/State/National/ 2. Name- Shikhar Aggarwal
International - NATIONAL & INTERNATIONAL 3. Designation- Joint Managing Director

(b) Details of the BR head


SECTION B: FINANCIAL DETAILS OF THE COMPANY

1. Paid up Capital: (H) 10,24,50,000 No. Particulars Details

2. Total Turnover: (H) 7,314.79 Lakhs 1 DIN Number 06975729


(if applicable)
3. Total profit after taxes: (H) 2,307.14 Lakhs 2 Name Shikhar Aggarwal
3 Designation Joint Managing Director
4. Total Spending on Corporate Social Responsibility (CSR) as 4 Telephone number 011-46990006
percentage of profit after tax: (%) 2 5 e-mail id shikhar@blsgroup.in

68
STATUTORY REPORTS

2. Principle-wise (as per NVGs) BR Policy/policies

(a) Details of compliance (Reply in Y/N)

No. Questions P1 P2 P3 P4 P5 P6 P7 P8 P9

1 Do you have a policy/ yes yes yes yes yes yes yes yes yes
policies for:
2 Has the policy being yes yes yes yes yes yes yes yes yes
formulated in consultation
with the relevant
stakeholders?
3 Does the policy conform to
any national / international
standards? If yes, specify?
(50 words)
4 Has the policy being yes yes yes yes yes yes yes yes yes
approved by the Board?
Is yes, has it been signed
by MD/ owner/ CEO/
appropriate Board Director?
5 Does the company have a yes yes yes yes yes yes yes yes yes
specified committee of the
Board/ Director/ Official to
oversee the implementation
of the policy?
6 Indicate the link for the https://www.blsinternational.com/bls-policies.php
policy to be viewed online?
7 Has the policy been yes yes yes yes yes yes yes yes yes
formally communicated to
all relevant internal and
external stakeholders?
8 Does the company have in- yes yes yes yes yes yes yes yes yes
house structure to implement
the policy/ policies.
9 Does the Company have yes yes yes yes
a grievance redressal
mechanism related to the
policy/ policies to address
stakeholders’ grievances
related to the policy/ policies?
10 Has the company carried yes yes yes yes
out independent audit/
evaluation of the working of
this policy by an internal or
external agency?

(b) If answer to the question at serial number 1 against any principle, is ‘No’, please explain why: (Tick up to 2 options) NA

No. Questions P1 P2 P3 P4 P5 P6 P7 P8 P9

1 The company has not understood the Principles


2 The company is not at a stage where it finds
itself in a position to formulate and implement
the policies on specified principles
3 The company does not have financial or
manpower resources available for the task
4 It is planned to be done within next 6 months
5 It is planned to be done within the next 1 year
6 Any other reason (please specify)

69
BLS INTERNATIONAL SERVICES LIMITED | Annual Report 2019-20

3. Governance related to BR Principle 3

(a) Indicate the frequency with which the Board of Directors, 1. Please indicate the Total number of employees: 224
Committee of the Board or CEO to assess the BR
performance of the Company. Within 3 months, 3-6 2. Please indicate the Total number of employees hired on
months, Annually, More than 1 year QUARTERLY temporary/contractual/casual basis: NIL

(b) Does the Company publish a BR or a Sustainability 3. Please indicate the Number of permanent women employees:
Report? What is the hyperlink for viewing this report? 66
How frequently it is published? DOING FOR THE FIRST
4. Please indicate the Number of permanent employees with
TIME
disabilities: NIL

SECTION E: PRINCIPLE-WISE PERFORMANCE 5. Do you have an employee association that is recognized by


management: No
Principle 1
6. What percentage of your permanent employees is members
1. Does the policy relating to ethics, bribery and corruption cover of this recognized employee association: NA
only the company? Yes/ No. Does it extend to the Group/Joint
Ventures/ Suppliers/Contractors/NGOs /Others: YES 7. Please indicate the Number of complaints relating to child
labour, forced labour, involuntary labour, sexual harassment
2. How many stakeholder complaints have been received in the
in the last financial year and pending, as on the end of the
past financial year and what percentage was satisfactorily
financial year.
resolved by the management? If so, provide details thereof,
in about 50 words or so: NIL
No. Category No of No of
Principle 2 complaints complaints
filed during pending as
1. List up to 3 of your products or services whose design has the financial on end of the
incorporated social or environmental concerns, risks and/or year financial year
opportunities : NA
1 Child labour/forced NA NA
2. For each such product, provide the following details in labour/involuntary
respect of resource use (energy, water, raw material etc.) per labour
unit of product(optional): NA 2 Sexual harassment NIL NIL
3 Discriminatory NIL NIL
(a) Reduction during sourcing/production/ distribution
employment
achieved since the previous year throughout the value
chain? 8. What percentage of your under mentioned employees were
given safety & skill up- gradation training in the last year?
(b) Reduction during usage by consumers (energy, water)
has been achieved since the previous year? (a) Permanent Employees: 36

3. Does the company have procedures in place for sustainable (b) Permanent Women Employees: 7
sourcing (including transportation): NA
(c) Casual/Temporary/Contractual Employees: NA
(a) If yes, what percentage of your inputs was sourced
sustainably? Also, provide details thereof, in about 50 (d) Employees with Disabilities: NIL
words or so.
Principle 4
4. Has the company taken any steps to procure goods and
services from local & small producers, including communities 1. Has the company mapped its internal and external
surrounding their place of work: Yes stakeholders: Yes

(a) If yes, what steps have been taken to improve their 2. Out of the above, has the company identified the
capacity and capability of local and small vendors? disadvantaged, vulnerable & marginalized stakeholders: Yes
The Company is advised to improve their capacity and
3. Are there any special initiatives taken by the company to
capability.
engage with the disadvantaged, vulnerable and marginalized
5. Does the company have a mechanism to recycle products and stakeholders. If so, provide details thereof: No
waste? If yes what is the percentage of recycling of products
and waste (separately as <5%, 5-10%, >10%). Also, provide
details thereof, in about 50 words or so: NA

70
STATUTORY REPORTS

Principle 5 Principle 8

1. Does the policy of the company on human rights cover only the 1. Does the company have specified programmes/initiatives/
company or extend to the Group/Joint Ventures/Suppliers/ projects in pursuit of the policy related to Principle 8? If yes
Contractors/NGOs/Others: Extends it to all our stakeholders details thereof: CSR Initiatives undertaken by the Company As
per Annexure V
2. How many stakeholder complaints have been received in
the past financial year and what percent was satisfactorily 2. Are the programmes/projects undertaken through in-house
resolved by the management: No team/own foundation/external NGO/government structures/
any other organization: With external NGO
Principle 6
3. Have you done any impact assessment of your initiative: Yes
1. Does the policy related to Principle 6 cover only the
company or extends to the Group/Joint Ventures/Suppliers/ 4. What is your company’s direct contribution to community
Contractors/NGOs/others: Extends it to all our stakeholders development projects- Amount in INR and the details of the
projects undertaken. CSR EXPENDITURE OF RS. 24 LAKHS
2. Does the company have strategies/ initiatives to address SPENT DURING FY 2019-20 ON HEALTH AND HYGIENE
global environmental issues such as climate change, global AWARENESS, BOOKS DISTRIBUTION/VOCATIONAL TRAINING,
warming, etc: Yes WOMEN WELFARE
3. Does the company identify and assess potential environmental 5. Have you taken steps to ensure that this community
risks: No development initiative is successfully adopted by the
community: Yes
4. Does the company have any project related to Clean
Development Mechanism: No Principle 9
5. Has the company undertaken any other initiatives on – clean 1. What percentage of customer complaints/consumer cases
technology, energy efficiency, renewable energy, etc.: No are pending as on the end of financial year: Zero
6. Are the Emissions/Waste generated by the company within 2. Does the company display product information on the product
the permissible limits given by CPCB/SPCB for the financial label, over and above what is mandated as per local laws?
year being reported: No Yes/No/N.A. /Remarks(additional information): NA
7. Number of show cause/ legal notices received from CPCB/ 3. Is there any case filed by any stakeholder against the company
SPCB which are pending (i.e. not resolved to satisfaction) as regarding unfair trade practices, irresponsible advertising
on end of Financial Year: NIL and/or anti-competitive behaviour during the last five years
and pending as on end of financial year. If so, provide details
Principle 7
thereof, in about 50 words or so: NA
1. Is your company a member of any trade and chamber or
4. Did your company carry out any consumer survey/ consumer
association? If Yes, Name only those major ones that your
satisfaction trends: NA
business deals with: No

2. Have you advocated/lobbied through above associations for


the advancement or improvement of public good: No

71
Financial
Statements
STANDALONE
FINANCIAL STATEMENTS

INDEPENDENT AUDITOR’S REPORT


To the Members of
BLS International Services Limited

Report on the Audit of the Standalone Financial our opinion thereon, and we do not provide a separate opinion
Statements on these matters. We have determined that there are no key
audit matters to communicate in our report.
Opinion
Information Other than the Standalone Financial Statements
We have audited the accompanying standalone financial
and Auditor’s Report Thereon
statements of BLS International Services Limited (“the
Company”), which comprise the Balance Sheet as at March The Company’s Board of Directors is responsible for the
31, 2020, the Statement of Profit and Loss (including other preparation of the other information. The other information
comprehensive income), the Statement of Changes in Equity comprises the information included in the Management
and the Statement of Cash Flows for the year then ended, Discussion & Analysis, Board’s Report including Annexures
and notes to the financial statements, including a summary to Board’s Report, Business Responsibility Report, Corporate
of the significant accounting policies and other explanatory Governance and Shareholder’s Information, but does not
information (hereinafter referred to as “the standalone include the standalone financial statements and our auditor’s
financial statements”). report thereon. The above information is expected to be made
available to us after the date of auditor’s report.
In our opinion and to the best of our information and according
to the explanations given to us, the aforesaid standalone Our opinion on the standalone financial statements does not
financial statements give the information required by the cover the other information and we will not express any form
Companies Act, 2013 (“the Act”) in the manner so required of assurance or conclusion thereon.
and give a true and fair view in conformity with the Indian
In connection with our audit of the standalone financial
Accounting Standards prescribed under section 133 of the
statements, our responsibility is to read the other information
Act read with the Companies (Indian Accounting Standards)
identified above when it becomes available and, in doing
Rules,2015, as amended, (“Ind AS”) and other accounting
so, consider whether the other information is materially
principles generally accepted in India, of the state of affairs
inconsistent with the standalone financial statements or
of the Company as at March 31, 2020, its profit and total
our knowledge obtained during the course of our audit or
comprehensive income, changes in equity and its cash flows
otherwise appears to be materially misstated.
for the year ended on that date.
When we read Annual Report, if we conclude that there
Basis for Opinion
is a material misstatement therein, we are required to
We conducted our audit of the standalone financial statements communicate the matter to those charged with governance.
in accordance with the Standards on Auditing (SAs) specified
under section 143(10) of the Act. Our responsibilities under Management’s Responsibility for the Standalone Financial
those Standards are further described in the Auditor’s Statements
Responsibilities for the Audit of the Standalone Financial The Company’s Board of Directors is responsible for the
Statements section of our report. We are independent of the matters stated in section 134(5) of the Act with respect to
Company in accordance with the Code of Ethics issued by the the preparation of these standalone financial statements that
Institute of Chartered Accountants of India (ICAI) together with give a true and fair view of the financial position, financial
the ethical requirements that are relevant to our audit of the performance, changes in equity and cash flows of the Company
Standalone financial statements under the provisions of the in accordance with Ind AS and other accounting principles
Act and the Rules made thereunder, and we have fulfilled generally accepted in India. This responsibility also includes
our other ethical responsibilities in accordance with these maintenance of adequate accounting records in accordance
requirements and the ICAI’s Code of Ethics. We believe that the with the provisions of the Act for safeguarding the assets of
audit evidence we have obtained is sufficient and appropriate the Company and for preventing and detecting frauds and
to provide a basis for our audit opinion on the standalone other irregularities; selection and application of appropriate
financial statements. accounting policies; making judgments and estimates that
are reasonable and prudent; and design, implementation
Key Audit Matter
and maintenance of adequate internal financial controls,
Key audit matters are those matters that, in our professional that were operating effectively for ensuring the accuracy
judgment, were of most significance in our audit of the and completeness of the accounting records, relevant to the
standalone financial statements of the current year. These preparation and presentation of the standalone financial
matters were addressed in the context of our audit of the statements that give a true and fair view and are free from
standalone financial statements as a whole, and in forming material misstatement, whether due to fraud or error.

73
BLS INTERNATIONAL SERVICES LIMITED | Annual Report 2019-20

In preparing the standalone financial statements, the standalone financial statements or, if such disclosures
management is responsible for assessing the Company’s are inadequate, to modify our opinion. Our conclusions
ability to continue as a going concern, disclosing, as applicable, are based on the audit evidence obtained up to the date of
matters related to going concern and using the going concern our auditor’s report. However, future events or conditions
basis of accounting unless the management either intends may cause the Company to cease to continue as a going
to liquidate the Company or to cease operations, or has no concern.
realistic alternative but to do so.
• Evaluate the overall presentation, structure and content
The Board of Directors are also responsible for overseeing the of the standalone financial statements, including the
Company’s financial reporting process. disclosures, and whether the standalone financial
statements represent the underlying transactions and
Auditor’s Responsibilities for the Audit of the Standalone events in a manner that achieves fair presentation.
Financial Statements
Our objectives are to obtain reasonable assurance about We communicate with those charged with governance
whether the Standalone Financial statements as a whole regarding, among other matters, the planned scope and
are free from material misstatement, whether due to fraud timing of the audit and significant audit findings, including
or error, and to issue an auditor’s report that includes our any significant deficiencies in internal control that we identify
opinion. Reasonable assurance is a high level of assurance during our audit.
but is not a guarantee that an audit conducted in accordance
We also provide those charged with governance with a
with SAs will always detect a material misstatement when it
statement that we have complied with relevant ethical
exists. Misstatements can arise from fraud or error and are
requirements regarding independence, and to communicate
considered material if, individually or in the aggregate, they
with them all relationships and other matters that may
could reasonably be expected to influence the economic
reasonably be thought to bear on our independence, and
decisions of users taken on the basis of these standalone
where applicable, related safeguards.
financial statements.
From the matters communicated with those charged with
As part of an audit in accordance with SAs, we exercise
governance, we determine those matters that were of most
professional judgment and maintain professional skepticism
significance in the audit of the standalone financial statements
throughout the audit. We also:
of the current period and are therefore the key audit matters.
• Identify and assess the risks of material misstatement We describe these matters in our auditor’s report unless law
of the standalone financial statements, whether due to or regulation precludes public disclosure about the matter or
fraud or error, design and perform audit procedures when, in extremely rare circumstances, we determine that
responsive to those risks, and obtain audit evidence that a matter should not be communicated in our report because
is sufficient and appropriate to provide a basis for our the adverse consequences of doing so would reasonably be
opinion. The risk of not detecting a material misstatement expected to outweigh the public interest benefits of such
resulting from fraud is higher than for one resulting from communication.
error, as fraud may involve collusion, forgery, intentional
Report on Other Legal and Regulatory Requirements
omissions, misrepresentations, or the override of internal
control. 1. As required by the Companies (Auditor’s Report) Order,
2016(“the Order”), issued by the Central Government
• Obtain an understanding of internal financial controls of India in terms of section 143 (11) of the Act, we give in
relevant to the audit in order to design audit procedures the “Annexure A” a statement on the matters specified in
that are appropriate in the circumstances. Under paragraphs 3 and 4 of the Order.
section 143(3)(i) of the Act, we are also responsible for
expressing our opinion on whether the Company has 2. As required by Section 143(3) of the Act, based on our
adequate internal financial controls system in place and audit, we report that:
the operating effectiveness of such controls.
a) We have sought and obtained all the information and
• Evaluate the appropriateness of accounting policies used explanations which to the best of our knowledge and
and the reasonableness of accounting estimates and belief were necessary for the purposes of our audit;
related disclosures made by management.
b) In our opinion, proper books of account as required
• Conclude on the appropriateness of management’s use of by law have been kept by the Company so far as it
the going concern basis of accounting and, based on the appears from our examination of those books;
audit evidence obtained, whether a material uncertainty
c) The Balance Sheet, the Statement of Profit and Loss
exists related to events or conditions that may cast
including Other Comprehensive Income, Statement
significant doubt on the Company’s ability to continue
of Changes in Equity and the Statement of Cash
as a going concern. If we conclude that a material
Flows dealt with by this Report are in agreement
uncertainty exists, we are required to draw attention
with the relevant books of account;
in our auditor’s report to the related disclosures in the

74
FINANCIAL STATEMENTS

d) In our opinion, the aforesaid standalone financial h) With respect to the other matters to be included in
statements comply with the Ind AS specified under the Auditor’s Report in accordance with Rule 11 of
Section 133 of the Act, read with Rule 7 of the the Companies (Audit and Auditors) Rules, 2014,
Companies (Accounts) Rules, 2015 as amended. as amended in our opinion and to the best of our
information and according to the explanations given
e) On the basis of the written representations received to us:
from the directors as on March 31, 2020 taken
on record by the Board of Directors, none of the i. The Company does not have any pending
directors is disqualified as on March 31, 2020 from litigations which would impact its standalone
being appointed as a director in terms of Section financial statements.
164 (2) of the Act.
ii. The Company does not have any long-term
f) With respect to the adequacy of the internal contracts including derivative contracts for
financial controls over financial reporting of the which there were any material foreseeable
Company and the operating effectiveness of such losses.
controls, refer to our separate Report in “Annexure
B”. Our report expresses an unmodified opinion on iii. There has been no delay in transferring
the adequacy and operating effectiveness of the amounts, required to be transferred, to the
Company’s internal financial controls over financial Investor Education and Protection Fund by the
reporting. Company.

g) With respect to the other matters to be included For S S Kothari Mehta & Company
in the Auditor’s Report in accordance with the Chartered Accountants
requirements of section 197(16) of the Act, as Firm’s Registration Number: 000756N
amended:
Amit Goel
In our opinion and to the best of our information Partner
and according to the explanations given to us, the Membership Number: 500607
remuneration paid by the Company to its directors
during the year is in accordance with the provisions Place: New Delhi
of section 197 of the Act. Date: June 20, 2020
UDIN: 20500607AAAADR3273

75
BLS INTERNATIONAL SERVICES LIMITED | Annual Report 2019-20

Annexure A to the Independent Auditors’ Report to the


members of BLS International Services Limited dated
June 20, 2020.
Report on the matters specified in paragraph 3 of the Companies (Auditor’s Report) Order, 2016 (“the Order’) issued by the Central
Government of India in terms of Section 143(11) of the Companies Act, 2013 (“the Act”) as referred to in paragraph 1 of ‘Report on
Other Legal and Regulatory Requirements’ section.

i. In respect of the Company’s fixed assets: any deposits from the public within the meaning of
directives issued by the Reserve Bank of India and
(a) The Company has maintained proper records provisions of Sections 73 to 76 or any other relevant
showing full particulars including quantitative provisions of the Act and the Rules framed thereunder.
details and situation of fixed assets.
vi. According to the information and explanations given to us,
(b) The fixed assets have been physically verified by the Central Government has not prescribed maintenance
the management according to the programme of of cost records under clause (d) of sub-section (1) of
periodical verification in phased manner, which, in Section 148 of the Act for the Company’s activities.
our opinion, is reasonable having regard to the size Hence, the provisions of clause 3(vi) of the Order are not
of the Company and the nature of its fixed assets. applicable to the Company.
According to the information and explanations given
to us, no material discrepancies were noticed on vii. (a) According to the information and explanations
such verification. given to us and on the basis of examination of the
records of the Company, the Company has generally
(c) According to the information and explanations given been regular in depositing undisputed statutory
to us and on the basis of our examination of records dues including provident fund, employees’ state
of the Company, the company does not have any insurance, income tax, goods and service tax, cess
immovable property. and any other material statutory dues with the
appropriate authorities to the extent applicable and
ii. The company is a service company. Accordingly, it does
further there were no undisputed statutory dues
not hold any physical inventories. Thus paragraph 3(ii) of
payable for a period of more than six months from
the order is not applicable to the company.
the date they become payable as at March 31, 2020.
iii. According to the records and information and explanation
(b) According to the records and information and
made available to us, the Company has granted loans to
explanations given to us, there are no dues in
the companies covered in the register maintained under
respect of income tax, service tax, goods and service
section 189 of the Act;
tax, that have not been deposited on account of any
(a) The terms and conditions of the grant of such loans dispute.
are, in our opinion, prima facie, not prejudicial to the
viii. In our opinion, on the basis of audit procedures and
Company’s interest.
according to the information and explanations given to
(b) In respect of aforesaid receivable, receipts of us, the Company has not defaulted in repayment of loan
principals as well as interest accrued thereon are or borrowing to any banks and financial institutions. The
as per stipulated terms and conditions. Company has not taken any loan or borrowings from the
government and has not issued any debentures.
(c) There are no amount in respect of principal and
interest which are overdue for more than ninety ix. According to the information and explanations given to us,
days. the Company has not raised money by way of initial public
offer or further public offer (including debt instruments)
iv. According to the information, explanations and during the year. The term loans have been applied for the
representations given to us and based upon audit purposes for which they were raised.
procedures performed, we are of the opinion that in
respect of loans, investments, guarantees and securities, x. Based on the audit procedures performed and on the
the Company has complied with the provisions of sections basis of information and explanations provided by the
185 and 186 of the Act. management, no instance of fraud by the Company or
on the Company by its officers or employees has been
v. In our opinion and according to the information and noticed or reported during the year.
explanations given to us, the Company has not accepted

76
FINANCIAL STATEMENTS

xi. In our opinion, and according to the information and xv. According to the information and explanations given to
explanations given to us, the managerial remuneration us and based on our examination of the records of the
has been paid / provided in accordance with the Company, the Company has not entered into non-cash
provisions of section 197 of the Act. transactions with directors or persons connected with
him as referred u/s 192 of the Act.
xii. The Company is not a Nidhi Company and hence reporting
under clause 3(xii) of the Order is not applicable to the xvi. The Company is not required to be registered under
Company. Section 45-IA of the Reserve Bank of India Act, 1934
as the provisions of the section is not applicable to the
xiii. In our opinion and according to the information and Company.
explanations given to us, the Company is in compliance
with section 177 and 188 of the Act where applicable, for
all transactions with the related parties and the details For S S Kothari Mehta & Company
of related parties transactions have been disclosed in Chartered Accountants
the standalone financial statements as required by the Firm’s Registration Number: 000756N
applicable Indian Accounting standards.

xiv. According to the information and explanations given to Amit Goel


us and on an overall examination of the balance sheet, Partner
the Company has not made any preferential allotment or Membership Number: 500607
private placement of shares or fully or partly convertible
debentures during the year under audit and hence, Place: New Delhi
reporting requirements under clause 3(xiv) of the Order Date: June 20, 2020
are not applicable to the Company. UDIN: 20500607AAAADR3273

77
BLS INTERNATIONAL SERVICES LIMITED | Annual Report 2019-20

Annexure B to the Independent Auditors’ Report to the


Members of BLS International Services Limited dated
June 20, 2020 on its standalone financial statements
Report on the Internal Financial Controls under Clause (i) of sub-section 3 of Section 143 of the Companies Act, 2013 (“the Act”) as
referred to in paragraph 2 (f) of ‘Report on Other Legal and Regulatory Requirements’ section

We have audited the internal financial controls over financial Our audit of internal financial controls over financial reporting
reporting of BLS International Services Limited (“the included obtaining an understanding of internal financial
Company”) as of March 31, 2020 in conjunction with our audit controls over financial reporting, assessing the risk that a
of the standalone financial statements of the Company for the material weakness exists, and testing and evaluating the
year ended on that date. design and operating effectiveness of internal control based
on the assessed risk. The procedures selected depend on the
Management’s Responsibility for Internal Financial auditor’s judgment, including the assessment of the risks of
Controls material misstatement of the financial statements, whether
due to fraud or error.
The Company’s management is responsible for establishing
and maintaining internal financial controls Based on” the We believe that the audit evidence we has obtained is sufficient
internal control over financial reporting criteria established and appropriate to provide a basis for our audit opinion on the
by the Company considering The essential components company’s internal financial controls system over financial
of internal control stated in the Guidance Note on Audit of reporting.
Internal Financial Controls over Financial Reporting issued
by the Institute of Chartered Accountants of India”. These Meaning of Internal Financial Controls over Financial
Responsibilities include the design, implementation and Reporting
maintenance of adequate internal financial Controls that were
operating effectively for ensuring the orderly and efficient A company‘s internal financial control over financial reporting
conduct of its business, Including adherence to company’s is a process designed to provide reasonable assurance
policies, the safeguarding of its assets, the prevention and regarding the reliability of financial reporting and the
detection Of frauds and errors, the accuracy and completeness preparation of financial statements for external purposes in
of the accounting records, and the timely Preparation of accordance with generally accepted accounting principles. A
reliable financial information, as required under the Act. company‘s internal financial control over financial reporting
includes those policies and procedures that:
Auditor’s Responsibility
a. pertain to the maintenance of records that, in reasonable
Our responsibility is to express an opinion on the Company’s detail, accurately and fairly reflect the transactions and
internal financial controls over financial Reporting based on dispositions of the assets of the Company;
our audit.
b. provide reasonable assurance that transactions are
We conducted our audit in accordance with the Guidance Note recorded as necessary to permit preparation of financial
on Audit of Internal Financial Controls Over Financial Reporting statements in accordance with generally accepted
(the “Guidance Note”) and the Standards on Auditing, issued by accounting principles, and that receipts and expenditures
ICAI and deemed to be prescribed under section 143(10) of the of the Company are being made only in accordance with
Act, to the extent applicable to an audit of internal financial authorisations of management and directors of the
controls, both applicable to an audit of Internal Financial Company; and
Controls and, both issued by the Institute of Chartered
Accountants of India. Those Standards and the Guidance Note c. provide reasonable assurance regarding prevention
require that we comply with ethical requirements and plan or timely detection of unauthorised acquisition, use, or
and perform the audit to obtain reasonable assurance about disposition of the Company’s assets that could have a
whether adequate internal financial controls over financial material effect on the financial statements.
reporting was established and maintained and if such controls
Inherent Limitations of Internal Financial Controls
operated effectively in all material respects.
over Financial Reporting
Our audit involves performing procedures to obtain audit
Because of the inherent limitations of internal financial
evidence about the adequacy of the internal financial
controls over financial reporting, including the possibility
controls system over financial reporting and their operating
of collusion or improper management override of controls,
effectiveness.

78
FINANCIAL STATEMENTS

material misstatements due to error or fraud may occur and components of internal control stated in the Guidance Note on
not be detected. Also, projections of any evaluation of the Audit of Internal Financial Controls Over Financial Reporting
internal financial controls over financial reporting to future issued by the Institute of Chartered Accountants of India.
periods are subject to the risk that the internal financial control
over financial reporting may become Inadequate because of For S S Kothari Mehta & Company
changes in conditions, or that the degree of compliance with Chartered Accountants
the policies or procedures may deteriorate. Firm’s Registration Number: 000756N

Opinion
Amit Goel
In our opinion, the Company has, in all material respects, an Partner
adequate internal financial controls system over financial Membership Number: 500607
reporting and such internal financial controls over financial
reporting were operating effectively as at March 31, 2020, Place: New Delhi
based on the internal control over financial reporting criteria Date: June 20, 2020
established by the Company considering the essential UDIN: 20500607AAAADR3273

79
BLS INTERNATIONAL SERVICES LIMITED | Annual Report 2019-20

Standalone Balance
Sheet as at March 31, 2020
(H in Lakh)

As at As at
Particulars Notes
March 31, 2020 March 31, 2019

ASSETS
Non-Current Asset
a. Property, plant & equipment 3 433.21 380.04
b. Intangible assets 4 15.33 8.52
c. Investments in subsidiaries and associates 5 58.37 58.37
d. Financial assets:
(i) Investments 6 437.75 429.32
(ii) Loans 7 9.48 32.34
(iii) Other financial assets 8 41.94 22.37
e. Deferred tax assets (net) 9 39.42 43.97
f. Other non-current assets 10 1.22 4.58
Total non- current assets 1,036.72 979.51
Current Asset
a. Financial assets:
(i) Trade receivables 11 385.02 388.31
(ii) Cash and cash equivalents 12 411.05 204.13
(iii) Bank balances other than (ii) above 13 981.34 1,126.14
(iv) Loans 14 2,171.81 2,873.16
(v) Other financial assets 15 1,306.22 1,164.71
b. Other current assets 16 394.53 71.78
Total current assets 5,649.97 5,828.23
TOTAL ASSETS 6,686.69 6,807.74
EQUITY & LIABILITIES
Equity
a. Equity share capital 17 1,024.50 1,024.50
b. Other equity 18 3,136.09 2,355.00
Total equity 4,160.59 3,379.50
Liabilities
Non - Current Liabilities
a. Financial liabilities:
Borrowings 19 - 88.32
b. Provisions 20 76.07 66.08
Total non-current liabilities 76.07 154.40
Current liabilities
a. Financial liabilities:
(i) Borrowings 21 - 619.00
(ii) Trade payables 22
total outstanding dues to micro enterprises and small enterprises 3.86 0.25
total outstanding dues to creditors other than micro enterprises and small 122.84 106.61
enterprises
(iii) Other financial liabilities 23 429.08 277.46
b. Other current liabilities 24 1,848.48 2,221.02
c. Provisions 25 5.97 2.25
d. Current tax liabilities (net) 26 39.80 47.25
Total current liabilities 2,450.03 3,273.84
TOTAL EQUITY AND LIABILITIES 6,686.69 6,807.74
Significant accounting policies 2

The accompanying notes referred to above formed an integral part of these standalone financial statements.
As per our report of even date For and on behalf of the board of directors of
For S S Kothari Mehta & Company BLS International Services Limited
Chartered Accountants
Firm’s registration number: 000756N

Amit Goel Shikhar Aggarwal Nikhil Gupta


Partner Jt. Managing Director Managing Director
Membership number: 500607 DIN No. 06975729 DIN No. 00195694

Place : New Delhi Amit Sudhakar


Date : 20th June 2020 Chief Financial Officer

80
FINANCIAL STATEMENTS

Standalone Statement of
Profit and Loss for the year ended March 31, 2020
(H in Lakh)
Year ended Year ended
Particulars Notes
March 31, 2020 March 31, 2019

I. Revenue from Operations 27 5,312.80 5,169.11


II. Other Income 28 2,001.99 935.30
III. TOTAL INCOME ( I+II) 7,314.79 6,104.41
IV. Expenses:
Cost of services 29 439.17 482.97
Employee benefits expense 30 1,832.23 1,683.54
Finance cost 31 58.65 73.54
Depreciation and amortization expense 32 191.47 150.21
Other expenses 33 1,840.11 1,853.95
TOTAL EXPENSES 4,361.63 4,244.21
V. PROFIT BEFORE TAX (III - IV) 2,953.16 1,860.20
VI. Tax expense:
a) Current tax 640.77 498.26
b) Deferred tax 1.11 24.83
c) Tax for earlier years 4.14 9.04
TOTAL TAX EXPENSE 646.02 532.13
VII. PROFIT FOR THE YEAR (V-VI) 2,307.14 1,328.07
VIII.OTHER COMPREHENSIVE INCOME (OCI)
A. Items that will not be reclassified subsequently to statement of profit and
loss
(a) Remeasurements gain/(loss) on defined benefit plans 10.37 (5.93)
(b) Tax on (a) above (2.61) 1.73
(c) Equity Instruments through OCI 8.44 63.03
(d) Tax on (c) above (0.83) (20.11)
B. Items that will be reclassified subsequently to statement of profit and loss - -
TOTAL OTHER COMPREHENSIVE INCOME/(LOSSES) 15.37 38.72
IX. TOTAL COMPREHENSIVE INCOME FOR THE YEAR 2,322.51 1,366.79
X. Earnings per equity share: basic and diluted (H) 34 2.25 1.30
Significant accounting policies 2

The accompanying notes referred to above formed an integral part of these standalone financial statements.

As per our report of even date For and on behalf of the board of directors of
For S S Kothari Mehta & Company BLS International Services Limited
Chartered Accountants
Firm’s registration number: 000756N

Amit Goel Shikhar Aggarwal Nikhil Gupta


Partner Jt. Managing Director Managing Director
Membership number: 500607 DIN No. 06975729 DIN No. 00195694

Place : New Delhi Amit Sudhakar


Date : 20th June 2020 Chief Financial Officer

81
BLS INTERNATIONAL SERVICES LIMITED | Annual Report 2019-20

Standalone Statement of
Cash Flows for the year ended March 31, 2020
(H in Lakh)

For the year ended For the year ended


Particulars
March 31, 2020 March 31, 2019

Cash flow from operating activities


Profit for the year (Before tax) 2,953.16 1,860.20
Adjustments to reconcile net profit to net cash by operating activities
Depreciation & amortization expense 191.47 150.21
Net profit on sale of property, plant and equipment - (1.89)
Finance costs 58.65 73.54
Dividend income (1,514.05) (501.79)
Interest income (385.19) (151.98)
Unrealized foreign exchange fluctuation gain (net) 2.64 123.98
Bad debts written off 5.42 7.93
Operating profit before working capital change 1,312.10 1,560.21
Adjustments for:
(Increase)/ decrease in trade receivables (4.77) 651.82
(Increase)/ decrease in other financial current assets (6.10) (310.04)
(Increase)/ decrease in other current assets (322.75) (28.50)
(Increase)/ decrease in other non-current Financial assets (19.58) 182.25
(Increase)/ decrease in non-current loans 22.86 9.86
(Increase)/ decrease in other non-current assets 3.36 0.73
(Decrease)/ increase in long term provision 9.98 28.24
(Decrease)/increase in trade payable 19.83 38.50
(Decrease)/ increase in other financial current liabilities 126.05 (114.84)
(Decrease)/ increase in other current liabilities (372.54) 720.05
(Decrease)/ increase in short term provision 14.09 (7.13)
Cash from operations 782.56 2,731.14
Direct taxes Paid (652.35) (498.56)
Cash flow from operating activities (net)(A) 130.21 2,232.58
Cash flow from investing activities
Purchase of property, plant and equipment (218.90) (166.08)
Purchase of intangibles (10.83) (12.84)
Sales proceeds from property, plant and equipment - 3.34
Investment in subsidiaries - (50.51)
Proceeds from maturity/(payment for) term deposits 144.81 (887.04)
Loan given to subsidiaries (Net) 701.35 (1,663.16)
Dividend received from subsidiary company 1,514.05 501.79
Interest received from subsidiaries 109.77 57.68
Interest received from others 140.01 94.30
Net cash flow from/ (used in) investing activities (B) 2,380.26 (2,122.52)
Cash flow from financing activities
Repayments of non-current borrowings (73.55) (56.48)
Proceeds from non-current borrowings - 26.58
Repayment of current borrowing (net) (619.00) 321.00
Repayment of lease liabilities (12.45) -
Dividend Paid (including dividend distribution tax) (1,535.87) (518.29)
Interest paid (62.67) (41.07)
Net cash Flow (used in) financing activities (C) (2,303.55) (268.26)

82
FINANCIAL STATEMENTS

Standalone Statement of
Cash Flows for the year ended March 31, 2020
(H in Lakh)

For the year ended For the year ended


Particulars
March 31, 2020 March 31, 2019

Net increase /(decrease) in cash and cash equivalent (A+B+C) 206.92 (158.20)
Cash and cash equivalent at the beginning of the year 204.13 362.33
Cash and cash equivalent at the end of the year (refer note 12) 411.05 204.13
Components of cash and cash equivalent
Cash on hand 11.52 12.86
With Bank - on current account 399.53 191.26
Total cash and cash equivalent 411.05 204.13

Notes:
(a) The above Cash Flow Statement has been prepared under the “Indirect Method” as set out in the Indian Accounting Standard
(Ind AS 7)- Statement of Cash Flows.
(b) Figures in bracket represents Cash outflow.
Opening Balance Cash inflow/ Closing Balance
Particulars
as at April 01, 2019 (outflows) as at March 31, 2020

Non Current Borrowings 161.87 (73.55) 88.32


Current Borrowings 619.00 (619.00) -

Opening Balance Cash inflow/ Closing Balance


Particulars
as at April 01, 2018 (outflows) as at March 31, 2019

Non Current Borrowings 191.77 (29.90) 161.87


Current Borrowings 298.00 321.00 619.00

As per our report of even date For and on behalf of the board of directors of
For S S Kothari Mehta & Company BLS International Services Limited
Chartered Accountants
Firm’s registration number: 000756N

Amit Goel Shikhar Aggarwal Nikhil Gupta


Partner Jt. Managing Director Managing Director
Membership number: 500607 DIN No. 06975729 DIN No. 00195694

Place : New Delhi Amit Sudhakar


Date : 20th June 2020 Chief Financial Officer

83
BLS INTERNATIONAL SERVICES LIMITED | Annual Report 2019-20

Standalone Statement of
Changes in Equity for the year ended March 31, 2020

A. Equity Share Capital


Particulars Amount

As at April 01, 2018 1,024.50


Changes in equity shares capital during the year -
As at March 31, 2019 1,024.50
Changes in equity shares capital during the year -
As at March 31, 2020 1,024.50

B. Other Equity
Particulars Other Comprehensive Income
Retained Other Equity Total
Earnings Comprehensive instruments
Income through OCI
Balance as at April 01, 2018 (a) 1,341.04 1.81 159.82 1,502.67
Addition during the year:
Profit for the year transferred from statement of Profit & loss 1,328.07 - - 1,328.07
Items of OCI for the year, net of tax:
Remeasurement benefits defined benefits plans - (4.20) - (4.20)
Net fair value gain on investments in equity instruments - - 42.92 42.92
through OCI
Total comprehensive income for the year 2018-19 (b) 1,328.07 (4.20) 42.92 1,366.79
Appropriation during the year:
Final Dividend (including dividend distribution tax) (514.46) - - (514.46)
Total ( c) (514.46) - - (514.46)
Balance as at March 31, 2019 d=(a+b+c) 2,154.65 (2.39) 202.74 2,355.00
Addition during the year:
Profit for the year transferred from statement of Profit & loss 2,307.14 - - 2,307.14
Items of OCI for the year, net of tax :
Remeasurement benefits defined benefits plans - 7.76 - 7.76
Net fair value gain on investments in equity instruments - - 7.61 7.61
through OCI
Total comprehensive income for the year 2019-20 (e) 2,307.14 7.76 7.61 2,322.51
Appropriation during the year:
Final dividend (including dividend distribution tax) (1,029.17) - - (1,029.17)
Interim dividend (512.25) - - (512.25)
Total (f) (1,541.42) - - (1,541.42)
Balance as at March 31, 2020 g=(d+e+f) 2,920.37 5.37 210.35 3,136.09

As per our report of even date For and on behalf of the board of directors of
For S S Kothari Mehta & Company BLS International Services Limited
Chartered Accountants
Firm’s registration number: 000756N

Amit Goel Shikhar Aggarwal Nikhil Gupta


Partner Jt. Managing Director Managing Director
Membership number: 500607 DIN No. 06975729 DIN No. 00195694

Place : New Delhi Amit Sudhakar


Date : 20th June 2020 Chief Financial Officer

84
FINANCIAL STATEMENTS

Notes to the standalone


Financial Statements for the year ended March 31, 2020

1. Corporate information (iii) Functional & Presentation Currency:


Items included in the financial statements of the Company
BLS International Services Limited (the ‘Company’) is a
are measured using the currency of the primary
Public Limited Company, domiciled and incorporated in
economic environment in which the Company operates
Indian Companies Act, 2013 (‘the Act’). The registered
(“the functional currency”). The financial statements are
office of the company is located at G-4B-1 , Extension
presented in Indian National Rupee (‘INR’), which is the
Mohan Co-operative Industrial Estate, Mathura Road,
Company’s functional and presentation currency.
New Delhi, India.
(iv) Use of Estimates:
The Company is engaged in business of providing
outsourcing and administrative task of Visa, Passport and The preparation of the financial statements in conformity
Consular services to various Diplomatic Missions across with IND AS requires management to make estimates,
the world. The company also provides services related to judgments and assumptions. These estimates, judgments
attestation and apostille on behalf of Ministry of External and assumptions affect the application of accounting
Affairs, New Delhi (India). policies and the reported amounts of assets and liabilities,
the disclosures of contingent assets and liabilities at the
The Company has its primary listings on the BSE Limited, date of the financial statements and reported amounts
NSE Limited and MSE Limited in India. of revenues and expenses during the period. Application
of accounting policies that require critical accounting
These financial statements were approved and adopted estimates involving complex and subjective judgments
by Board of Directors of the Company in their meeting and the use of assumptions in these financial statements
held on June 20, 2020. have been disclosed in note.
2. a Basis of Preparation of Financial Statements Accounting estimates could change from period
to period. Actual results could differ from those
(i) Statement of Compliance :
estimates. Appropriate changes in estimates are
The Financial Statements have been prepared in made as management becomes aware of changes in
accordance with Indian Accounting Standards (IND circumstances surrounding the estimates. Changes in
AS) as prescribed under Section 133 of the Act, read estimates are reflected in the financial statements in
with Companies (Indian Accounting Standards) Rules, the period in which changes are made and, if material,
2015 and Companies (Indian Accounting Standards) their effects are disclosed in the notes to the financial
(Amendment) Rules, 2016 and relevant provisions of the statements.
Act as amended.
(v) Current & Non current classification:
(ii) Basis of Preparation:
All Assets and Liabilities have been classified as current
These financial statement are the separate financial or non-current as per the Company’s normal operating
statements of the company(also called the standalone cycle and other criteria set out in the Schedule III to the
financial statement) prepared in accordance with the Companies Act, 2013. Based on the nature of product &
Indian accounting standard(IND-AS) of Section 133 of the activities of the Company and their realization in cash
Act read together with the Companies (Indian Accounting and cash equivalent, the Company has determined its
Standards) Rules, 2015, as amended. operating cycle as twelve months for the purpose of
current and non-current classification of assets and
The financial statements have been prepared and
liabilities. Deferred tax assets and liabilities are classified
presented under the historical cost convention, on the
as non-current assets and liabilities.
accrual basis of accounting except for financial assets
and liabilities that are measured at fair values at the 2. b Significant Accounting Policies for the year ended
end of each reporting period, as stated in the accounting March 31, 2020
policy set out below:
The Company has consistently applied the following
Accounting policies have been consistently applied except accounting policies to all periods presented in the
where a newly issued accounting standard is initially financial statements.
adopted or a revision to an existing accounting standard
requires a change in the accounting policy hitherto in use. (a) Revenue recognition
Revenue from contracts with customers is recognized
The financial statements are presentation in Indian
when control of the services are transferred to the
Rupee (Rs) and all the values are runded off to the nearest
customer at an amount that reflects the consideration
thousand, except number of shares, face value of share,
to which the Company expects to be entitled in exchange
earning per share or wherever otherwise indicated.

85
BLS INTERNATIONAL SERVICES LIMITED | Annual Report 2019-20

Notes to the standalone


Financial Statements for the year ended March 31, 2020

for those services. Payments from customers for the replacement if the recognition criteria are satisfied. All
services rendered are normally received within 30-60 other repair and maintenance costs are charge to the
days. statement of profit and loss during the year in which they
incurred.
Sale of Services
Revenue from the sale of services is recognized, An item of property, plant and equipment and any
when the entity satisfies the performance obligation significant part initially recognized is derecognized
by transferring promised service to the customers, upon disposal or when no future economic benefits
the amount of revenue and costs associated with the are expected from its use or disposal. Any gain or loss
transaction can be measured reliably and no significant arising on derecognition of the asset (calculated as the
uncertainty exists regarding the amount of consideration difference between the net disposal proceeds and the
that will be derived from the sales of services. revenue carrying amount of the asset) is included in the statement
from the sale of service is measured at the fair value of of profit and loss when the asset is derecognised.
the consideration received or receivable, net of returns
Depreciation is provided on written down value method
and allowances and discounts.
over the useful lives of property, plant and equipment
Other Income as estimated by management. Depreciation is provided
prorata basis on written down value at the rates
-Interest income
determined based on estimated useful lives of property,
Interest income is recognized on time proportion basis plant and equipment where applicable, prescribed under
taking into account the amount outstanding and the Schedule II to the Act. The residual value, useful lifes and
applicable interest rate. Interest income is included method of depreciation of property, plant and equipment
under the head ‘Other Income’ in the Statement of Profit is reviewed at each financial year and adjusted
and Loss. prospectively, if appropriate. The useful life of various
class of items considered in the financial statements is
-Dividend Income
as under
Dividend income is recognized when the right to receive
payment is established, which is generally when Class of assets Useful life (in years)
shareholders approve the same Computer 3
Office Equipment 5
-Export Incentives
Furniture & Fixtures 10
Revenue is recorded on Export incentive in the form of
Vehicles 8
Service Exports from India Scheme (SEIS) on accrual
Software 3/6
basis.
(c) Intangible Assets
- Rent Income
Intangible Assets are recognized, if the future economic
Income from sub-let of property is recognized on accrual
benefits attributable to the assets are expected to flow
basis in accordance with the sub-let agreement.
to the Company and cost of the asset can be measured
(b) Property Plant and Equipment reliably. All other expenditure is expensed as incurred.
The same are amortized over the expected duration of
Property, plant and equipment are carried at cost of
benefits. Such intangible assets are measured at cost
acquisition, on current cost basis less accumulated
less any accumulated amortization and impairment
depreciation and accumulated impairment, if any. Cost
losses, if any and are amortized over their respective
comprises purchase price and directly attributable
individual estimated useful life on straight line method.
cost of bringing the asset to its working condition for
the intended use. Any trade discounts and rebates are The amortization period and the method for an intangible
deducted in arriving at the purchase price. Machinery asset with a finite useful life are reviewed at least at the
spares which can be used only in connection with an item end of each reporting period and adjusted prospectively,
of fixed asset and whose use is expected to be irregular if appropriate.
are capitalized and depreciated over the useful life of the
principal item of the relevant assets. When significant (d) Impairment
parts of plant and equipment are required to be replaced The carrying amount of Property, plant and equipment,
at intervals, the Company depreciates them separately Intangible assets and Investment property are reviewed
based on their specific useful lives. Likewise, when a at the end of each reporting period to assess impairment
major inspection is performed, its cost is recognized if any, based on internal / external factors. An asset is
in the carrying amount of the plant and equipment as a treated as impaired, when the carrying cost of asset

86
FINANCIAL STATEMENTS

Notes to the standalone


Financial Statements for the year ended March 31, 2020

exceeds its recoverable value, being higher of value in use value, with all fair value movements recognized in the
and net selling price. An impairment loss is recognized Statement of Profit and Loss.
as an expense in the Statement of Profit and Loss in
the year in which an asset is identified as impaired. Trade receivables, Advances, Security Deposits, Cash and
The impairment loss recognized in prior accounting cash equivalents etc. are classified for measurement at
period is reversed, if there has been an improvement in amortized cost while investments may fall under any of
recoverable amount. the aforesaid classes. However, in respect of particular
investments in equity instruments that would otherwise
(e) Financial Instruments be measured at fair value through profit or loss, an
A Financial Instrument is any contract that gives rise to irrevocable election at initial recognition may be made to
a financial asset of one entity and a financial liability or present subsequent changes in fair value through other
equity instrument of another entity. comprehensive income.

Financial assets Investment in Equity Shares


Financial assets include Trade receivables, Advances, Investments in Equity Securities are initially measured
Security Deposits, Cash and cash equivalents. at cost. Any subsequent fair value gain or loss is
recognized through Profit or Loss if such investments in
At initial recognition, all financial assets are measured Equity Securities are held for trading purposes. The fair
at fair value. Such financial assets are subsequently value gains or losses of all other Equity Securities are
classified under following three categories according to recognized in Other Comprehensive Income.
the purpose for which they are held. The classification is
reviewed at the end of each reporting period. Investments in Subsidiaries and Associates
Investment in subsidiaries and associates are carried at
Financial Assets at Amortized Cost cost less accumulated impairment, if any.
At the date of initial recognition, financial assets are
held to collect contractual cash flows of principal and Impairment
interest on principal amount outstanding on specified The Company assesses at each reporting date whether
dates. These financial assets are intended to be held until a financial asset (or a group of financial assets) such as
maturity. Therefore, they are subsequently measured at investments, trade receivables, advances and security
amortized cost by applying the Effective Interest Rate deposits held at amortized cost and financial assets that
(EIR) method to the gross carrying amount of the financial are measured at fair value through other comprehensive
asset. The EIR amortization is included as interest income income are tested for impairment based on evidence or
in the profit or loss. The losses arising from impairment information that is available without undue cost or effort.
are recognized in the profit or loss. Expected credit losses are assessed and loss allowances
recognized if the credit quality of the financial asset has

Financial Assets at Fair value through Other deteriorated significantly since initial recognition.
Comprehensive Income
At the date of initial recognition, financial assets are held De-recognition
to collect contractual cash flows of principal and interest Company derecognizes a financial asset when the
on principal amount outstanding on specified dates, as contractual rights to the cash flows from the financial
well as held for selling. Therefore, they are subsequently asset expire or it transfers the rights to receive the
measured at each reporting date at fair value, with all fair contractual cash flows in a transaction in which
value movements recognized in Other Comprehensive substantially all of the risks and rewards of ownership
Income (OCI). Interest income calculated using the of the financial asset are transferred or in which the
effective interest rate (EIR) method, impairment gain or Company neither transfers nor retains substantially all
loss and foreign exchange gain or loss are recognized in of the risks and rewards of ownership and does not retain
the Statement of Profit and Loss. On derecognition of the control of the financial asset.
asset, cumulative gain or loss previously recognized in
Other Comprehensive Income is reclassified from the OCI If the company enters into transactions whereby it
to Statement of Profit and Loss. transfers assets recognized on its balance sheet, but
retains either all or substantially all of the risks and
Financial Assets at Fair value through Profit or Loss rewards of the transferred assets, the transferred assets
At the date of initial recognition, financial assets are held are not derecognized.”
for trading, or which are measured neither at Amortized
Financial Liabilities
Cost nor at fair value through OCI. Therefore, they are
subsequently measured at each reporting date at fair Borrowings, trade payables and other financial liabilities

87
BLS INTERNATIONAL SERVICES LIMITED | Annual Report 2019-20

Notes to the standalone


Financial Statements for the year ended March 31, 2020

are initially recognized at the value of the respective Companies (Indian Accounting Standards) Amendment
contractual obligations. They are subsequently Rules, 2017 and Companies (Indian Accounting
measured at amortized cost. Any discount or premium on Standards) Amendment Rules, 2018 amending the
redemption / settlement is recognized in the Statement following standard:
of Profit and Loss as finance cost over the life of the
liability using the effective interest method. Ind AS 116 Leases
Ind AS 116 Leases was notified by MCA on 30 March 2019
For trade and other payables maturing within one year and it replaces Ind AS 17 Leases, including appendices
from the Balance Sheet date, the carrying amounts thereto. Ind AS 116 is effective for annual periods
approximate fair value due to the short maturity of these beginning on or after 1 April 2019. Ind AS 116 sets out the
instruments. principles for the recognition, measurement, presentation
and disclosure of leases and requires lessees to account
Offsetting of Financial Instruments
for all leases under a single on-balance sheet model
Financial assets and liabilities are offset and the net similar to the accounting for finance leases under Ind AS
amount is included in the Balance Sheet where there 17. The standard includes two recognition exemptions
is a legally enforceable right to offset the recognized for lessees – leases of ‘low-value’ assets (e.g., personal
amounts and there is an intention to settle on a net basis computers) and short-term leases (i.e., leases with a
or realize the asset and settle the liability simultaneously. lease term of 12 months or less).
(f) Fair Value Measurement The Company intends to adopt these standards from 1
Fair value is the price that would be received to sell an April 2019. The impact on adoption of Ind AS 116 on the
asset or paid to transfer a liability in an orderly transaction financial statements is given below.
between market participants at the measurement date,
regardless of whether that price is directly observable Transition to Ind AS 116
or estimated using other valuation technique. In The Company is proposing to use the ‘Modified
estimating the fair value of an the characteristics of the Retrospective Approach’ for transitioning to Ind AS
asset or liability if market participants would take those 116, and take the cumulative adjustment to retained
characteristics into account when pricing the asset or earnings, on the date of initial application (April 1, 2019).
liability at the measurement date. Accordingly, comparatives for the year ending or ended
March 31, 2019 will not be retrospectively adjusted.
Fair values for measurement and/ or disclosure purposes The Company has elected certain available practical
are categorized into Level 1, 2, or 3 based on the degree expedients on transition.
to which the inputs to the fair value measurements are
observable and the significance of the inputs to the fair i) Right-of-use assets
value measurement in its entirety, which are described The Company recognises right-of-use assets at the
as follows: commencement date of the lease (i.e., the date the
underlying asset is available for use). Right-of-use
Level 1 - This includes financial instruments measured
assets are measured at cost, less any accumulated
using quoted prices.
depreciation and impairment losses, and adjusted
Level 2 - The fair value of financial instruments that for any re-measurement of lease liabilities. The
are not traded in an active market is determined cost of right-of-use assets includes the amount
using valuation techniques which maximize the use of of lease liabilities recognised, initial direct costs
observable market data and rely as little as possible on incurred, and lease payments made at or before
entity-specific estimates. If all significant inputs required the commencement date less any lease incentives
to fair value an instrument are observable, the instrument received. Right-of-use assets are depreciated on a
is included in level 2. Inputs other than quoted prices straight-line basis from the commencement date
included within Level 1 that are observable for the asset over the shorter of the lease term and the estimated
or liability, either directly (i.e. as prices) or indirectly (i.e. useful lives of the assets.”
Derived from prices).
If ownership of the leased asset transfers to
Level 3 - If one or more of the significant inputs is not the Company at the end of the lease term or the
based on observable market data, the instrument is cost reflects the exercise of a purchase option,
included in level 3. depreciation is calculated using the estimated
useful life of the asset. Leasehold land is amortised
(g) Leases over a period of lease.
The Ministry of Corporate Affairs (MCA) has issued the

88
FINANCIAL STATEMENTS

Notes to the standalone


Financial Statements for the year ended March 31, 2020

ii) Lease liabilities is the present value of the defined benefit obligation
At the commencement date of the lease, the at the balance sheet date less the fair value of plan
Company recognises lease liabilities measured at assets, together with adjustments for unrecognized
the present value of lease payments to be made actuarial gains or losses and past service costs. The
over the lease term. The lease payments include defined benefit obligation is determined by actuarial
fixed payments (including in-substance fixed valuation as on the balance sheet date, using the
payments) less any lease incentives receivable, projected unit credit method.
variable lease payments that depend on an index Actuarial gains and losses arising from experience
or a rate, and amounts expected to be paid under adjustments and changes in actuarial assumptions
residual value guarantees. The lease payments are charged or credited to the Statement of Profit
also include the exercise price of a purchase option and Loss in the year in which such gains or losses
reasonably certain to be exercised by the Company arise.
and payments of penalties for terminating the lease,
if the lease term reflects the Company exercising the iii. Other short term benefits
option to terminate. Variable lease payments that Expense in respect of other short term benefit is
do not depend on an index or a rate are recognised recognized on the basis of amount paid or payable
as expenses (unless they are incurred to produce for the period during which services are rendered
inventories) in the period in which the event or by the employee.
condition that triggers the payment occurs.
(i) Earning Per Share
In calculating the present value of lease payments, Basic earnings per equity share is computed by dividing
the Company uses its incremental borrowing rate at the net profit attributable to the equity holders of the
the lease commencement date because the interest company by the weighted average number of equity
rate implicit in the lease is not readily determinable. shares outstanding during the period.
After the commencement date, the amount of lease
liabilities is increased to reflect the accretion of Diluted earnings per equity share is computed by dividing
interest and reduced for the lease payments made. the net profit attributable to the equity holders of the
In addition, the carrying amount of lease liabilities company by the weighted average number of equity
is re-measured if there is a modification, a change shares considered for deriving basic earnings per equity
in the lease term, a change in the lease payments share and also the weighted average number of equity
(e.g., changes to future payments resulting from a shares that could have been issued upon conversion of
change in an index or rate used to determine such all dilutive potential equity shares.
lease payments) or a change in the assessment of
The number of equity shares and potentially dilutive
an option to purchase the underlying asset.
equity shares are adjusted retrospectively for all periods
Lease liabilities and Right-of-use assets have been presented for any share splits and bonus shares issues
presented as a separate line in the balance sheet. including for changes effected prior to the approval of the
Lease payments have been classified as cash used financial statements by the Board of Directors.
in financing activities.”
(j) Income Tax
(h) Employee Benefits Income tax expense comprises current tax and deferred
i. Provident fund tax. It is recognized in statement of profit or loss except
to the extent that it relates to items recognized directly in
The Company makes contributions to statutory
equity or in Other Comprehensive Income.
provident fund in accordance with the Employees
Provident Fund and Miscellaneous Provisions - Current tax
Act, 1952, which is a defined contribution plan.
Current tax comprises the expected tax payable or
The Company’s contributions paid/payable under
receivable on the taxable income or loss for the year
the scheme is recognized as an expense in the
after taking credit of the benefits available under the
Statement of Profit and Loss during the period in
Income Tax Act and any adjustment to the tax payable or
which the employee renders the related service.
receivable in respect of previous years. It is measured
ii. Gratuity using tax rates enacted or substantively enacted at the
Gratuity is a post employment benefit and is in reporting date.
the nature of a defined benefit plan. The liability Current tax assets and liabilities are offset only if, the
recognized in the balance sheet in respect of gratuity
Company:

89
BLS INTERNATIONAL SERVICES LIMITED | Annual Report 2019-20

Notes to the standalone


Financial Statements for the year ended March 31, 2020
i) has a legally enforceable right to set off the (k) Borrowing Cost
recognized amounts; and Borrowing cost that are directly attributable to the
acquisition, construction, or production of a qualifying
ii) intends either to settle on a net basis, or to realize
asset are capitalized as a part of the cost of such asset till
the asset and settle the liability simultaneously.
such time the asset is ready for its intended use or sale.
- Deferred tax Borrowing cost consist of interest and other costs that an
entity incurs in connection with the borrowing of funds.
Deferred tax is recognized in respect of temporary
Borrowing costs also includes exchange differences to
differences between the carrying amount of assets
the extent regarded as an adjustment to the borrowing
and liabilities for financial reporting purposes and the
costs. A qualifying asset is an asset that necessarily
corresponding tax bases used for taxation purposes.
requires a substantial period of time to get ready for
Deferred tax is not recognized for: its intended use or sale. All other borrowing cost are
i) temporary differences on the initial recognition recognized as expense in the period in which they are
of assets or liabilities in a transaction that is not incurred.
a business combination and that affects neither (l) Cash & Cash Equivalents
accounting nor taxable profit or loss; and
For the purpose of presentation in the statement of
ii) temporary differences related to investments in cash flows, cash and cash equivalents includes cash on
subsidiaries, associates and joint arrangements to hand, deposits held at call with financial institutions,
the extent that the Company is able to control the other short term, highly liquid investments with original
timing of the reversal of the temporary differences maturities of three months or less and which are subject
and it is probable that they will not reverse in the to an insignificant risk of changes in value.
foreseeable future.
(m) Provisions, Contingent Assets & Contingent Liabilities:
A deferred income tax asset is recognized to the extent A provision is recognized if, as a result of a past event, the
that it is probable that future taxable profits will be Company has a present legal or constructive obligation
available against which deductible temporary differences that can be estimated reliably, and it is probable that an
and tax losses can be utilized. Deferred tax assets are outflow of economic benefits will be required to settle
reviewed at each reporting date and are reduced to the the obligation. If the effect of the time value of money is
extent that it is no longer probable that the related tax material, provisions are determined by discounting the
benefit will be realized; such reductions are reversed expected future cash flows at a pre-tax rate that reflects
when the probability of future taxable profits improves. current market assessments of the time value of money
and the risks specific to the liability. Where discounting is
Unrecognized deferred tax assets are reassessed at
used, the increase in the provision due to the passage of
each reporting date and recognized to the extent that it
time is recognized as a finance cost. Contingent Liability
has become probable that future taxable profits will be
is disclosed after careful evaluation of facts, uncertainties
available against which they can be used.
and possibility of reimbursement, unless the possibility of
Deferred tax is measured at the tax rates that are an outflow of resources embodying economic benefits is
expected to be applied to temporary differences when remote. Contingent liabilities are not recognized but are
they reverse, using tax rates enacted or substantively disclosed in notes. Contingent assets are not disclosed
enacted at the reporting date. The measurement of in the financial statements unless an inflow of economic
deferred tax reflects the tax consequences that would benefits is probable.
follow from the manner in which the company expects,
(n) Foreign Currency transactions
at the reporting date, to recover or settle the carrying
amount of its assets and liabilities. The functional and presentation currency of the Company
is Indian Rupee. Transactions in foreign currency are
Deferred tax assets and liabilities are offset only if: accounted for at the exchange rate prevailing on the
i) The entity has a legally enforceable right to set off transaction date. Gains/ losses arising on settlement as
current tax assets against current tax liabilities; and also on translation of monetary items are recognized in
the Statement of Profit and Loss. Exchange differences
ii) The deferred tax assets and the deferred tax arising on monetary items that, in substance, form part
liabilities relate to income taxes levied by the same of the Company’s net investment in a foreign operation
taxation authority on the same taxable entity. (having a functional currency other than Indian Rupee) are
accumulated in Foreign Currency Translation Reserve.

90
FINANCIAL STATEMENTS

Notes to the standalone


Financial Statements for the year ended March 31, 2020
(o) Cash Flow Statements b) Contingencies
Cash flows are reported using the indirect method, Judgment of the Management is required for estimating
whereby profit for the period is adjusted for the effects the possible outflow of resources, if any, in respect of
of transactions of a non-cash nature, any deferrals or contingencies/claim/litigations against the Company
accruals of past or future operating cash receipts or as it is not possible to predict the outcome of pending
payments and item of income or expenses associated matters with accuracy.
with investing or financing cash flows. The cash flows
from operating, investing and financing activities of the c) 
Allowance for uncollected accounts receivable and
Company are segregated. advances
Trade receivables do not carry any interest and are
(p) Operating Segments stated at their normal value as reduced by appropriate
The Business process and Risk Management Committee allowances for estimated irrecoverable amounts.
of the Company, which happens to be the Board of Individual trade receivables are written off when
Directors performs the function of allotment of resources management deems them not collectible. Impairment is
and assessment of performance of the Company. made on ECL, which are the present value of the cash
Considering the level of activities performed, frequency shortfall over the expected life of the financial assets.
of their meetings and level of finality of their decisions,
the Company has identified that Chief Operating Decision d) Fair Value Measurement of Financial Instruments.
Maker function is being performed by the Board. The When the fair values of financial assets and financial
financial information presented to the board in the liabilities recorded in the balance sheet cannot be
context of results and for the purposes of approving measured based on quoted prices in active markets,
the annual operating plan is on a consolidated basis their fair value is measured using valuation techniques
for various products of the Company. As the Company’s including the Discounted Cash Flow (DCF) model. The
business activity falls within a single business segment inputs to these models are taken from observable
viz. ‘rendering of Visa and other allied services’ and the markets where possible, but where this is not feasible,
financial statement are reflective of the information a degree of judgment is required in establishing fair
required by Ind AS 108 “Operating Segments”. values. Judgments include considerations of inputs
such as liquidity risk, credit risk and volatility. Changes
The Company’s operating businesses are organized and in assumptions about these factors could affect the
managed separately according to the nature of products reported fair value of financial instruments.
and services provided, with each segment representing a
strategic business unit that offers different products and e) Defined Benefit Plans
serves different markets. The analysis of geographical The cost of the defined benefit plan and other post-
segments is based on the areas in which major operating employment benefits and the present value of such
divisions of the Company operate. obligation are determined using actuarial valuations. An
actuarial valuation involves making various assumptions
III 
Significant Accounting Judgments, Estimates &
that may differ from actual developments in future.
Assumptions
These Includes the determination of the discount rate,
In the process of applying the Company’s accounting future salary increases, mortality rates and attrition
policies, management has made the following estimates, rate. Due to the complexities involved in the valuation
assumptions and judgments which have significant effect and its long-term nature, a defined benefit obligation
on the amounts recognized in the financial statements: is highly sensitive to changes in these assumptions. All
assumptions are reviewed at each reporting date.
a) Income taxes
Judgment of the Management is required for the IV) Recent accounting pronouncements
calculation of provision for income taxes and deferred During the year Ministry of Corporate affairs hasn’t issue
tax assets and liabilities. The Company reviews at each any standard which has been applicable from April 01,
balance sheet date the carrying amount of deferred 2020.
tax assets. The factors used in estimates may differ
from actual outcome which could lead to significant
adjustment to the amounts reported in the standalone
financial statements.

91
BLS INTERNATIONAL SERVICES LIMITED | Annual Report 2019-20

Notes to the standalone


Financial Statements for the year ended March 31, 2020

3. Property, Plant & Equipment


Tangible assets
Office Furniture Right-to-
Computers Vehicles Total
Equipment & Fixtures use- Building
Gross Block
As at April 01, 2018 129.07 76.82 92.26 399.19 - 697.34
Additions 41.77 26.14 20.79 77.37 - 166.07
Disposals - - - 25.59 - 25.59
As at March 31, 2019 170.84 102.96 113.05 450.97 - 837.82
Additions 19.39 12.13 5.36 182.02 21.73 240.62
Disposals - - - - - -
As at March 31, 2020 190.23 115.09 118.41 632.99 21.73 1,078.44
Accumulated depreciation
As at April 01, 2018 83.70 41.49 34.31 177.41 - 336.91
Charge for the year 37.70 21.45 15.97 69.90 - 145.01
Relating to disposals - - - 24.14 - 24.14
As at March 31, 2019 121.40 62.94 50.28 223.17 - 457.78
Charge for the year 36.45 19.03 16.50 102.58 12.89 187.45
Relating to disposals - - - - - -
As at March 31, 2020 157.85 81.97 66.78 325.75 12.89 645.23
Net block as at March 31, 2019 49.46 40.02 62.77 227.80 - 380.04
Net block as at March 31, 2020 32.38 33.12 51.63 307.24 8.84 433.21

4. Intangible Asset
Intangible assets
Gross Block
As at April 01, 2018 2.52
Additions 12.84
Disposals -
As at March 31, 2019 15.36
Additions 10.83
Disposals -
As at March 31, 2020 26.19
Accumulated depreciation
As at April 01, 2018 1.64
Charge for the year 5.20
Relating to disposals -
As at March 31, 2019 6.84
Charge for the year 4.02
Relating to disposals -
As at March 31, 2020 10.86
Net block as at March 31, 2019 8.52
Net block as at March 31, 2020 15.33

Lease Liability 2019-20


As at April 1, 2019
Additions 21.73
Deletions
Accretion of interest 1.27
Payments 13.73
As at March 31, 2020 9.27
Current 9.27
Non-current -

92
FINANCIAL STATEMENTS

Notes to the standalone


Financial Statements for the year ended March 31, 2020

The maturity analysis of lease liabilities are disclosed in note 39C (c)
The effective interest rate for lease liabilities is 10%, with maturity between 2020-2022.

The following are the amounts recognised in profit or loss:


(H in Lakh)
Year ended March 31, 2020 (Leases under Ind AS 116) 2019-20
Depreciation expense of right of use assets 12.89
Interest expense on lease liabilities 1.27
Expense relating to short-term leases (included in other expenses) 326.18
Expense relating to leases of low-value assets (included in other expenses)
Total amount recognised in profit or loss 340.34

5. Investments In Subsidiaries and Associates


(H in Lakh)
As at As at
Particulars
March 31, 2020 March 31, 2019
A. Investment in subsidiaries - Unquoted
BLS International FZE 3.69 3.69
1 (March 31, 2019: 1) equity share of AED 25,000 each, fully paid
BLS E Services Private limited 1.00 1.00
10,000 (March 31, 2019: 10,000) equity shares of H 10 each, fully paid
BLS E Solutions Private limited 1.00 1.00
10,000 (March 31, 2019: 10,000) equity shares of H 10 each, fully paid
BLS IT Services Private limited 1.00 1.00
10,000 (March 31, 2019: 10,000) equity shares of H 10 each, fully paid
BLS Kendras Private Limited 50.00 50.00
5,00,000 (March 31, 2019 : 5,00,000) equity shares of H 10 each, fully paid
Reired BLS International Services Private Limited 0.51 0.51
5,100 (March 31, 2019: 5,100) equity shares of H 10 each, fully paid
B. Investment in Associates- Unquoted
BLS International Visa Services-Austria 0.06 0.06
10 (March 31, 2019: 10 ) Fully paid up Ordinary shares of EURO 10 each
BLS International Visa Services-Baltic, Lithuania 0.91 0.91
(50 (March 31, 2019: 50) Fully paid up Ordinary shares of 100 LITA each
BLS International Visa Services Poland SP.Z.O.O. 0.19 0.19
25 (March 31, 2019: 25) Fully paid up Ordinary shares of PLN 50 each
Total 58.37 58.37
Aggregate amount of quoted investments - -
Market value amount of quoted investments - -
Aggregate amount of unquoted investments 58.37 58.37
Fair value amount of unquoted investments 58.37 58.37
Aggregate amount of impairment in value of investments - -

Information about subsidiaries


(Amount In H Millions)
Proportion (%) of equity interest
Name of the Company
2019 2018

BLS International FZE; 100% 100%


Country of Incorporation: UAE; Principal activities: Visa services
BLS E Services Private limited; 100% 100%
Country of Incorporation: India; Principal activities: Suvidha Kendra services
BLS E Solutions Private limited; 100% 100%
Country of Incorporation: India; Principal activities: Suvidha Kendra services
BLS IT Services Private limited; 100% 100%
Country of Incorporation: India; Principal activities: Suvidha Kendra services
BLS Kendra Private limited; 100% 100%
Country of Incorporation: India; Principal activities: Suvidha Kendra services
Reired BLS International Services Private Limited; 51% 51%
Country of Incorporation: India; Principal activities: Visa services

93
BLS INTERNATIONAL SERVICES LIMITED | Annual Report 2019-20

Notes to the standalone


Financial Statements for the year ended March 31, 2020

6. Non-Current Investments
(H in Lakh)
As at As at
Particulars
March 31, 2020 March 31, 2019
Equity Instruments: Unquoted
Carried at fair value through other Comprehensive Income
BLS Polymers Limited 270.54 271.44
(900,000 (March 31, 2019: 900,000) Fully paid up Equity shares of H 10 each )
BLS Ecotech Limited 167.21 157.88
(375,000 (March 31, 2019: 375,000) Fully paid up Equity shares of H 20 each)
Total 437.75 429.32
Aggregate amount of unquoted investments 437.75 429.32

7. Loans: Non-Current
(un-secured, considered good unless otherwise stated)
(H in Lakh)
As at As at
Particulars
March 31, 2020 March 31, 2019
Carried at amortized cost
Security Deposits 9.48 32.34
Total 9.48 32.34

8. Other Financial Assets- Non Current


(Unsecured considered good, unless otherwise stated)
(H in Lakh)
As at As at
Particulars
March 31, 2020 March 31, 2019
Carried at amortized cost
Term deposits with maturity more than 12 months* 41.70 22.00
Interest accrued but not due:
- on term deposits 0.24 0.37
Total 41.94 22.37

* H 16.45 pledge against bank guarantees (March 31, 2019 H 22.00)

9. Deferred Tax Assets (Net)


(H in Lakh)
As at Movement during As at
Particulars
March 31, 2020 the year March 31, 2019
Deferred tax assets on:
Difference between book value of depreciable assets as per books 81.07 (4.58) 85.65
of accounts and written down value as per income tax
Provision for employee benefit 20.65 0.75 19.90
Lease asset 0.11 0.11 -
Deferred Tax Liability on:
Fair valuation of non-current Investments (62.41) (0.83) (61.57)
Total 39.42 (4.55) 43.97

10. Other Non-Current Assets


(H in Lakh)
As at As at
Particulars
March 31, 2020 March 31, 2019
Security deposits 1.22 4.58
Total 1.22 4.58

94
FINANCIAL STATEMENTS

Notes to the standalone


Financial Statements for the year ended March 31, 2020

11. Trade Receivables: Current


(H in Lakh)
As at As at
Particulars
March 31, 2020 March 31, 2019
Unsecured
Considered good* 385.02 388.31
Less: Allowances for expected credit losses - -
Total 385.02 388.31
*Above trade receivables includes transactions with related parties:
BLS E-Solutions Private Limited 16.20 -
BLS E-Services Private Limited 79.17 -
Starfin India Private Limited 39.60 -
BLS International Visa Services Philippine Inc. 23.67 22.79
BLS International Visa Services-Austria 0.21 0.43
BLS Kendra Private Limited - 2.02

12. Cash and Cash Equivalents


(H in Lakh)
As at As at
Particulars
March 31, 2020 March 31, 2019
Balance with Banks
in current accounts 175.61 181.80
term deposits with original maturity of less than three months* 223.92 9.47
Cash on hand 11.52 12.86
Total 411.05 204.13

* H 90.96 pledge against bank guarantees (March 31, 2019 : H 9.47)

13. Bank Balances other than Cash and Cash Equivalents


(H in Lakh)
As at As at
Particulars
March 31, 2020 March 31, 2019
Earmarked balances with banks:
Unclaimed Dividend Bank account 8.56 3.01
Investment in term deposits (with original maturity of more than three months but less 972.78 1,123.13
than twelve months)*
Total 981.34 1,126.14

* H 559.85 pledge against bank guarantees (March 31, 2019 : H 1123.13)

14. Loans - Current


(Unsecured, considered good)
(H in Lakh)
As at As at
Particulars
March 31, 2020 March 31, 2019
Loans to subsidiaries* 2,171.81 2,873.16
Total 2,171.81 2,873.16
* Loan receivables from related parties (refer note 40)
BLS Kendra Private Limited 301.55 460.00
BLS IT-Services Private Limited 21.00 300.40
BLS E-Solutions Private Limited 617.59 86.09
BLS E-Services Private Limited 1,231.67 2,026.67

95
BLS INTERNATIONAL SERVICES LIMITED | Annual Report 2019-20

Notes to the standalone


Financial Statements for the year ended March 31, 2020

15. Other Financials Assets: Current


(Unsecured, considered good)
(H in Lakh)
As at As at
Particulars
March 31, 2020 March 31, 2019
Financial assets carried at amortized cost
Interest accrued and not due:
-on term deposits 33.57 53.44
-on loan to subsidiaries* 405.46 256.78
Interest accrued and due* 6.61 -
Others recoverable 1.08 0.33
Security deposits ** 848.07 846.19
Advance to employees 11.44 7.97
Total 1,306.22 1,164.71
*includes interest accrued with related parties (refer note 40)
BLS E-Solutions Private Limited 62.30 8.36
BLS IT-Services Private Limited 6.66 23.54
BLS Kendra Private Limited 1.00 26.57
BLS E-Services Private Limited 342.10 198.31
** includes security deposit receivable from related party (refer note 40)
Mr. Sushil Aggarwal 100.00 100.00
Mr. Diwakar Aggarwal 166.30 166.30

16. Other Current Assets


(H in Lakh)
As at As at
Particulars
March 31, 2020 March 31, 2019
Prepaid expenses 15.87 5.04
Advances to suppliers 24.14 10.06
Balance with government authorities 79.82 56.68
Accrued Income 274.70 -
Total 394.53 71.78

17. Equity Share Capital


(H in Lakh)
As at As at
Particulars
March 31, 2020 March 31, 2019
Authorized Share Capital
20,24,50,000 (March 31, 2019: 20,24,50,000) equity shares of H 1/- each 2,024.50 2,024.50
Issued, subscribed and fully paid-up
10,24,50,000 (March 31, 2019: 10,24,50,000) equity shares of H 1/- each 1,024.50 1,024.50
Total 1,024.50 1,024.50

a) Reconciliation of shares outstanding at the beginning and at the end of the year

As at March 31, 2020 As at March 31, 2019


Equity Shares Number of Amount Number of Amount
shares shares
Balance as at the beginning of the year 102,450,000 1,024.50 102,450,000 1,024.50
Add: Issued during the year - - - -
Balance as at the closing of the year 102,450,000 1,024.50 102,450,000 1,024.50

96
FINANCIAL STATEMENTS

Notes to the standalone


Financial Statements for the year ended March 31, 2020

b) Terms/rights attached to equity shares


Equity shares: The Company has only one class of equity shares having a par value of H 1 per share. Each holder of equity
shares is entitled to one vote per share. In the event of liquidation of the company, the holder of equity shares will be entitled
to receive the remaining assets of the company after distribution of all preferential amounts, if any. The distribution will
be in proportion of the number of equity shares held by the shareholders. The dividend proposed, if any, by the Board of
Directors is subject to approval of the Shareholders in the ensuing Annual General Meeting except in the case of Interim
Dividend.

c) Details of equity shares held by shareholders holding more than 5% of the aggregate shares in the Company

As at March 31, 2020 As at March 31, 2019


Name of the equity shareholder Number of Percentage Number of Percentage
shares (%) shares (%)
Mr. Diwakar Aggarwal 8,724,520 8.52% 8,724,520 8.52%

d) The Company has not issued any bonus shares and there is no buy back of shares in the current year and preceding five
years for consideration other than cash.

18. Other Equity


(H in Lakh)
Other Equity
Retained
Particulars Comprehensive instruments Total
Earnings
Income through OCI
Balance as at April 01, 2018 (a) 1,342.85 1.81 159.82 1,502.67
Addition during the year:
Profit for the year transferred from statement of P&L 1,328.07 - - 1,328.07
Items of OCI for the year, net of tax:
Remeasurement benefits defined benefits plans - (4.20) - (4.20)
Net fair value gain on investments in equity instruments through - - 42.92 42.92
OCI
Total comprehensive income for the year 2018-19 (b) 1,328.07 (4.20) 42.92 1,366.79
Reduction during the year:
Final dividend (including dividend distribution tax) (514.46) - - (514.46)
Total ( c) (514.46) - - (514.46)
Balance as at March 31, 2019 d=(a+b+c) 2,156.46 (2.39) 202.74 2,355.00
Addition during the year:
Profit for the year transferred from statement of P&L 2,307.14 - - 2,307.14
Items of OCI for the year, net of tax
Remeasurement benefits defined benefits plans - 7.76 - 7.76
Net fair value gain on investments in equity instruments through - - 7.61 7.61
OCI
Total comprehensive income for the year 2019-20 (e) 2,307.14 7.76 7.61 2,322.51
Reduction during the year:
Dividend* (including dividend distribution tax) (1,541.42) - (1,541.42)
Total (f) (1,541.42) - - (1,541.42)
Balance as at March 31, 2020 g=(d+e+f) 2,922.18 5.38 210.35 3,136.09
* includes final and interim dividend

A. Description of nature and purpose of each reserve


i Equity instruments through other comprehensive income
This represents the cumulative gain or losses arising on the revaluation of equity instruments measured at fair value
through other comprehensive income, under an irrevocable option, net of amount reclassified to retained earnings
when such assets are disposed off.

97
BLS INTERNATIONAL SERVICES LIMITED | Annual Report 2019-20

Notes to the standalone


Financial Statements for the year ended March 31, 2020

ii Retained Earning:
Retained earnings are the profits that the Company has earned till date less dividends or other distributions paid to
shareholders. Retained earnings is a free reserve available to the Company.

B. Dividends
i Final dividend on shares are recorded as liability on the date of approval by the shareholders and interim liability are
recorded as a liability on the date of declaration by the company’s Board of Directors.

ii The Company declares and pays dividends in Indian rupees. The remittance of dividends outside India is governed
by Indian law on foreign exchange and is subject to applicable distribution taxes. Dividend distribution tax paid by
subsidiaries may be reduced / available as a credit against dividend distribution tax payable by BLS International
Services Limited.

Dividend on Equity Shares


(H in Lakh)
Year ended Year ended
Particulars
March 31, 2020 March 31, 2019
Dividend on equity shares declared and paid during the year
Final dividend of H 1 per share for FY 2018-19 (2017-18: H 0.50 per share) 1,024.50 512.25
Interim dividend of H 0.50 per share for FY 2019-20 (2018-19: Nil) 512.25 -
Dividend tax paid on final dividend* 4.67 2.21
Total 1,541.42 514.46
Proposed dividend on equity shares not recognized as liability
Final dividend of H 0.50/- per share for F.Y. 2019-20 (2018-19 : H 1 per share) 512.25 1,024.50
Dividend distribution tax on proposed dividend** - 216.90
Total 512.25 1,241.40

Proposed dividend on equity shares is subject to the approval of shareholders of the company at the Annual General Meeting and
not recognized as liability as at the Balance Sheet date.

*Dividend Distribution tax (DDT)-net, pertaining to the current year comprises DDT payable by the Company on dividend declared
as reduced by H 300.53 in respect of tax paid under Section 115-O of the Income tax Act, 1961 by the Company on dividend
received from its subsidiary.

** Pursuant to the Finance Act 2020, dividend distribution tax (DDT) is not required to be paid in respect of dividend declared,
distributed or paid by a domestic Company after March 31, 2020.

19. Borrowings - Non-Current


(H in Lakh)
As at As at
Particulars
March 31, 2020 March 31, 2019
Secured loan (refer note19.1):
from banks - 12.54
from financials institutions 88.32 149.33
88.32 161.87
Less: Current maturities of long term debt:
from banks 12.54
from financials institutions 88.32 61.01
88.32 73.55
Total - 88.32

19.1 A) Vehicles loan from banks:

a) Loan from HDFC Bank Ltd : total outstanding balance as at March 31, 2020: Nil (March 31, 2019: H 12.54) this loan was
secured against hypothecation of specified vehicles of the Company . Applicable rate of interest is 9.25% p.a. Loan was
repayable in 36 monthly instalments.

98
FINANCIAL STATEMENTS

Notes to the standalone


Financial Statements for the year ended March 31, 2020

B) Vehicles loan from others:


a) Loan from Daimler Financial Services Ltd : total outstanding balance as at March 31, 2020: H 88.32 (March 31, 2019:
H149.33) This loan was secured against hypothecation of specified vehicles of the Company. Applicable rate of interest
is up to 10.3504% p.a. loan was repayable in upto 36 monthly instalments.

20. Provisions - Non-Current


(H in Lakh)
As at As at
Particulars
March 31, 2020 March 31, 2019
Provisions for employees benefits (refer note 38) 76.07 66.08
Total 76.07 66.08

21. Borrowing - Current


(H in Lakh)
As at As at
Particulars
March 31, 2020 March 31, 2019
Loans Repayable on demand:
Unsecured
loan from body corporate (refer note 40) - 619.00
Total - 619.00
* Loan from related party
Basant India Limited - 619.00

22. Trade Payables: Current


(H in Lakh)
As at As at
Particulars
March 31, 2020 March 31, 2019
Dues to micro enterprises and small enterprises (refer note no. 46) 3.86 0.25
Dues to creditors other than micro enterprises and small enterprises 122.84 106.61
Total 126.70 106.86

23. Other Financials Liabilities - Current


(H in Lakh)
As at As at
Particulars
March 31, 2020 March 31, 2019
Current maturities of Non current borrowings (refer note 19) 88.32 73.55
Unclaimed dividends # 8.56 3.01
Interest accrued but not due on borrowings* 0.67 43.23
Interest accrued and due on borrowings* 38.53 -
Lease Liability 9.27 -
Other payables:
Employees due payable 129.42 27.45
Expense payable 154.31 130.22
Total 429.08 277.46
# these figures do not include any amounts due and outstanding, to be credited to
Investor Education and Protection Fund.
* includes interest accrued on borrowing from related party
Basant India Limited 38.53 42.07

99
BLS INTERNATIONAL SERVICES LIMITED | Annual Report 2019-20

Notes to the standalone


Financial Statements for the year ended March 31, 2020

24. Other Current Liabilities


(H in Lakh)
As at As at
Particulars
March 31, 2020 March 31, 2019
Advance from customers* 1,814.22 2,189.18
Statutory dues payable 34.26 31.84
Total 1,848.48 2,221.02
*includes advance received from subsidiary (refer note 40)
BLS International FZE 1,791.80 2,184.54

25. Provisions: Current


(H in Lakh)
As at As at
Particulars
March 31, 2020 March 31, 2019
Provisions for employees benefits (refer note 38) 5.97 2.25
Total 5.97 2.25

26. Current Tax Liabilities (Net)


(H in Lakh)
As at As at
Particulars
March 31, 2020 March 31, 2019
Provisions for current tax (net) 39.80 47.25
Total 39.80 47.25

27. Revenue from Operations


(H in Lakh)
Year ended Year ended
Particulars
March 31, 2020 March 31, 2019
Sale of services:
Export 3,090.57 3,360.26
Domestic 1,869.12 1,746.21
Export incentives 353.11 62.64
Total 5,312.80 5,169.11
*includes revenue from related parties, refer note 40
BLS International FZE 1,886.52 2,111.48
BLS International Visa Services-Austria 10.23 15.19
BLS International Visa Services Philippine Inc. 146.18 130.50
BLS E-Services Private Limited - 40.00
BLS E-Solutions Private Limited - 40.00
BLS IT-Services Private Limited - 40.00
Starfin India Private Limited 120.00 -

100
FINANCIAL STATEMENTS

Notes to the standalone


Financial Statements for the year ended March 31, 2020

28. Other Income


(H in Lakh)
Year ended Year ended
Particulars
March 31, 2020 March 31, 2019
Dividend income from subsidiary company* 1,514.05 501.79
Profit on sale of property, plant and equipment - 1.89
Interest-
- on bank deposits 120.14 94.30
- on loan to subsidiaries* 265.05 291.39
Miscellaneous incomes 102.75 45.93
Total 2,001.99 935.30
*includes income from subsidiaries
BLS International FZE 1,514.05 501.79
BLS E-Services Private Limited 159.77 205.08
BLS E-Solutions Private Limited 59.94 19.47
BLS IT-Services Private Limited 7.24 37.32
BLS Kendra Private Limited 38.11 29.52

29. Cost of Services


(H in Lakh)
Year ended Year ended
Particulars
March 31, 2020 March 31, 2019
Operational expenses 439.17 482.97
Total 439.17 482.97

30. Employee Benefits Expenses


(H in Lakh)
Year ended Year ended
Particulars
March 31, 2020 March 31, 2019
Salaries, wages and bonus 1,737.48 1,599.24
Contribution to provident fund and other funds 63.06 58.08
Staff welfare expenses 31.69 26.22
Total 1,832.23 1,683.54

31. Finance Costs


(H in Lakh)
Year ended Year ended
Particulars
March 31, 2020 March 31, 2019
Interest
- on term loans* 53.68 73.54
- on others 3.70 -
- on right-to-use 1.27 -
Total 58.65 73.54
* includes interest on borrowing from related party
Basant India Limited 42.82 57.02

32. Depreciation and Amortizations Expenses


(H in Lakh)
Year ended Year ended
Particulars
March 31, 2020 March 31, 2019
Depreciation on property, plant & equipment ( refer note 3) 187.45 145.01
Amortization of intangible assets ( refer note 4) 4.02 5.20
Total 191.47 150.21

101
BLS INTERNATIONAL SERVICES LIMITED | Annual Report 2019-20

Notes to the standalone


Financial Statements for the year ended March 31, 2020

33. Other Expenses


(H in Lakh)
Year ended Year ended
Particulars
March 31, 2020 March 31, 2019
Annual maintenance charges 4.03 27.78
Payment to auditor's (refer note. 33.1) 23.64 16.92
Bank charges 70.82 144.31
Business promotion 239.93 80.63
Communication costs 57.06 55.68
Electricity expense 25.83 19.42
General expenses - 13.99
Insurance expense 7.58 8.18
Legal and professional expense 446.14 442.65
Office maintenance expense 58.18 204.43
Printing and stationery expense 17.59 23.74
Rent expenses 326.18 255.00
Repair and maintenance -others 16.89 8.13
Exchange fluctuation loss (net) 2.64 123.98
Corporate social responsibility expenditure (refer note 33.2) 24.00 12.54
Director's sitting fees 9.35 5.10
Security deposits written off - 16.00
Bad debts written off 5.42 7.93
Travelling and conveyance 365.83 305.94
Miscellaneous expenses 139.00 81.60
Total 1,840.11 1,853.95

33.1 Payment to Auditors


(H in Lakh)
Year ended Year ended
Particulars
March 31, 2020 March 31, 2019
Statutory audit fees 14.00 10.00
Limited Review 5.50 -
Certification fees - 4.33
Taxation matter - 1.73
Reimbursement of expenses 4.14 0.86
Total 23.64 16.92

33.2 Corporate Social Responsibilty


As per Section 135 of the Act, a company, meeting the applicability threshold, needs to spend at least 2% at its average net
profit for the immediately preceding three financial years on corporate social responsibility (CSR) activities. The areas for
CSR activities are eradication of hunger and malnutrition, promoting education, art and culture, healthcare, destitute care
and rehabilitation, environment sustainability, disaster relief and rural development projects. A CSR committee has been
formed by the company as per the Act.

a) Gross amount required to be spent by the Company during the year is H 23.82 (March 31, 2019: H 12.53)

b) Amount spent during the year on:


(H in Lakh)
Particulars In Cash Yet to be paid in Cash Total
1. Construction / acquisition of any asset - - -
2. On purposes other than (1) above 24.00 - 24.00

102
FINANCIAL STATEMENTS

Notes to the standalone


Financial Statements for the year ended March 31, 2020

34. Earning Per Share (EPS)


(H in Lakh)
Year ended Year ended
Particulars
March 31, 2020 March 31, 2019
Net profit after tax as per statement of profit and loss attributable to 2,307.14 1,328.07
equity shareholders (H)
Weighted average number of equity shares used as denominator 1,024.50 1,024.50
for calculating basic EPS
Weighted average potential equity shares - -
Total weighted average number of equity shares used as denominator 1,024.50 1,024.50
for calculating diluted EPS
Basic EPS (H) 2.25 1.30
Diluted EPS (H) 2.25 1.30
face value per equity share (H) 1.00 1.00

35. Contingent Liabilities and Commitments (To the Extent Not Provided for)
(H in Lakh)
Year ended Year ended
Particulars
March 31, 2020 March 31, 2019
Guarantees issued by the bank on behalf of the Company 3,453.98 8,286.02
Corporate guarantee to banks on behalf of subsidiaries 6,000.00 6,000.00
Total 9,453.98 14,286.02

36. Disclosure pursuant to Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements)
Regulations, 2015 and Section 186 of the Companies Act, 2013.
(H in Lakh)
a) Name of the Company Maximum out- Maximum out-
Year ended Year ended
standing during standing during
March 31, 2020 March 31, 2019
March 31, 2020 March 31, 2019
Loans and advances in the nature of loans
given to subsidiaries:
BLS E-Services Private limited 1,231.67 2,026.67 2,126.67 2,128.54
BLS IT-Services Private limited 21.00 300.40 300.40 469.02
BLS E-Solutions Private limited 617.59 86.09 976.09 425.91
BLS Kendra Private Limited 301.55 460.00 301.55 500.00
Corporate guarantee to banks on behalf of
subsidiaries
BLS E-Services Private limited 2,000.00 2,000.00
BLS IT-Services Private limited 2,000.00 2,000.00
BLS E-Solutions Private limited 2,000.00 2,000.00

b) Investment by the loanees in the shares of the Company :-


The loanees have not made any investments in the shares of the Company.

c) Details of loans given, investments made and guarantee given covered u/s 186(4) of the Companies Act 2013.
The company has provided loans to its wholly owned subsidiaries as per note 36(a) above for its business activities. The
loans are unsecured and repayable on demand. The loan carried an interest @ 7% & 12% p.a.

37. Leases
The Company has taken premises for office under cancellable operating lease agreements. Terms of the lease include terms
for renewal, increase in rents in future periods and terms of cancellation.

Lease and rent payments recognized in statement of profit & loss is H 326.18 (March 31, 2019: H 255.00)

103
BLS INTERNATIONAL SERVICES LIMITED | Annual Report 2019-20

Notes to the standalone


Financial Statements for the year ended March 31, 2020

38. Employee Benefits


a) Defined Contribution Plans:-
The Company has recognized H 55.75 (March 31, 2019 H 45.22) as expense in Statement of Profit & Loss towards defined
Contribution plan.

b) Defined Benefits Plans - as per actuarial valuation


I. Table Showing Changes in Present Value of Obligations:
(H in Lakh)
Gratuity (unfunded) Gratuity (unfunded)
Period
2019-20 2018-19
Present value of the obligation at the beginning of the period 68.33 41.30
Interest cost 4.78 3.20
Current service cost 22.63 21.92
Past service cost - -
Benefits paid (if any) (3.33) (4.80)
Actuarial (gain)/loss (10.37) 6.71
Present value of the obligation at the end of the period 82.03 68.33

II. Bifurcation of total Actuarial (gain) /loss on liabilities


(H in Lakh)
Gratuity (unfunded) Gratuity (unfunded)
Period
2019-20 2018-19
Actuarial gain/ losses from changes in Demographics assumptions (mortality) Not Applicable Not Applicable
Actuarial (gain) / losses from changes in financial assumptions 4.67 2.37
Experience Adjustment (gain)/ loss for Plan liabilities (15.04) 4.34
Total amount recognized in other comprehensive Income (10.37) 6.71

III. The amount to be recognized in the Balance Sheet


(H in Lakh)
Gratuity (unfunded) Gratuity (unfunded)
Period As at As at
March 31, 2020 " March 31, 2019
Present value of the obligation at the end of the period 82.03 68.33
Fair value of plan assets at end of period - -
Net liability/(asset) recognized in Balance Sheet and related analysis 82.03 68.33
Funded Status - Surplus/(Deficit) (82.03) (68.33)

IV. Expense recognized in the statement of Profit and Loss


(H in Lakh)
Gratuity (unfunded) Gratuity (unfunded)
Period
2019-20 2018-19
Interest cost 4.78 3.20
Current service cost 22.63 21.92
Past Service Cost - -
Expected return on plan asset - -
Expenses to be recognized in the statement of P&L 27.41 25.12

104
FINANCIAL STATEMENTS

Notes to the standalone


Financial Statements for the year ended March 31, 2020

V. Other comprehensive (income)/expenses (Remeasurement)


(H in Lakh)
Gratuity (unfunded) Gratuity (unfunded)
Period
2019-20 2018-19
Cumulative unrecognized actuarial (gain)/loss opening. B/F 2.54 (4.17)
Actuarial (gain)/loss - obligation (10.37) 6.71
Actuarial (gain)/loss - plan assets - -
Total Actuarial (gain)/loss (10.37) 6.71
Cumulative total actuarial (gain)/loss. C/F (7.84) 2.54

VI. Net interest Cost


(H in Lakh)
Gratuity (unfunded) Gratuity (unfunded)
Period
2019-20 2018-19
Interest Cost on defined benefit obligation 4.78 3.20
Interest Income on plan assets - -
Net interest Cost (Income) 4.78 3.20

VII. Experience Adjustment


(H in Lakh)
Gratuity (unfunded) Gratuity (unfunded)
Period
2019-20 2018-19
Experience Adjustment (Gain)/loss for Plan liabilities (15.04) 4.34
Experience Adjustment Gain/ (loss) for Plan assets - -

VIII. Summary of membership data at the date of valuation and statistics based thereon:
(H in Lakh)
Gratuity (unfunded) Gratuity (unfunded)
Period As at As at
March 31, 2020 March 31, 2019
Number of employees 224.00 237.00
Total monthly salary (in lakhs) 65.62 74.41
Average Past Service(Years) 2.50 2.10
Average remaining working lives of employees(Years) 25.80 26.40
Average Age(years) 32.30 31.60
Weighted average duration (based on discounted cash flows) in years 19.00 20.00
Average monthly salary (in lakhs) 0.29 0.27

IX. The assumptions employed for calculations are tabulated:


Discount rate 7% 8%
Salary Growth Rate 5% 5%
Mortality IALM 2012-14 IALM 2006-08
Ultimate
Expected rate of return - -
Withdrawal Rate (per annum) 5.00% p.a. 5.00% p.a.

The expected contribution for Defined Benefit Plan for the next financial year will be H 30.51/-
The weighted average duration of the Defined Benefit plan is 19 years

105
BLS INTERNATIONAL SERVICES LIMITED | Annual Report 2019-20

Notes to the standalone


Financial Statements for the year ended March 31, 2020

X. Current Liability (*expected payout in next year as per schedule III of Companies Act, 2013) :
(H in Lakh)
Gratuity (unfunded) Gratuity (unfunded)
Period As at As at
March 31, 2020 March 31, 2019
Current Liability (Short Term)* 5.97 2.25
Non Current Liability (Long Term) 76.07 66.08
Total Liability 82.03 68.33

Sensitivity Analysis :
Significant actuarial assumption for the determination of the defined benefit obligation are discount rate and expected salary
increase rate. Effect of change in mortality rate is negligible. Please note that the sentivity analysis presented below may not be
representive of the actual change in the defined benefit obligation as it is unlikely that the change in assumption would occur in
isolation of one another as some of the assumption may be correlated. The result of the senstivity analysis are given below:

(H in Lakh)
Period As on March 31, 2020
Defined benefit obligation (Base) H 82.03 @ salary increase rate : 5 % and discount rate : 7%
Liability with x % increase in Discount rate H 74.41; x= 1.00% [ change (9)%]
Liability with x % decrease in Discount rate H 91.03; x= 1.00% [ change 11%]
Liability with x % increase in salary growth rate H 91.12; x= 1.00% [ change 11%]
Liability with x % decrease in salary growth rate H 74.21; x= 1.00% [ change (10)%]
Liability with x % increase in withdrawal rate H 82.58; x= 1.00% [ change 1%]
Liability with x % decrease in withdrawal rate H 81.26; x= 1.00% [ change (1)%]

XI. Maturity Profile of projected benefit obligation: from the fund


(H in Lakh)
For the year ended
Period March 31, 2020
Gratuity (Unfunded)
1st Following Year 5.97
2nd Following Year 1.27
3rd Following Year 2.24
4th Following Year 1.63
5th Following Year 3.49
After 5 Years 67.44

39. Financial Instruments


39(A) Category-Wise Classification Of Financials Instruments
(H in Lakh)
Non-current Current
S. Refer As at As at As at
Financial assets/Financial liabilities
No. note March 31, March 31, March 31,
2019 2020 2019

A Financial assets measured at fair value through other


comprehensive income (FVTOCI)
(i) Investments in equity Instruments 6 437.75 429.32 - -
437.75 429.32 - -
B Financial assets measured at amortised cost
(i) Security deposits 7 9.48 32.34 - -
(ii) Term deposits held as margin money against bank 8 & 13 41.94 22.37 972.78 1,123.13
guarantee and other commitments
(iii) Trade receivables 11 - - 385.02 388.31
(iv) Cash & cash equivalents 12 - - 411.05 204.13
(v) Other bank balances 13 - - 8.56 3.01

106
FINANCIAL STATEMENTS

Notes to the standalone


Financial Statements for the year ended March 31, 2020

(H in Lakh)
Non-current Current
S. Refer As at As at As at
Financial assets/Financial liabilities
No. note March 31, March 31, March 31,
2019 2020 2019
(vi) Loan to subsidiaries 14 - - 2,171.81 2,873.16
(vii) Other assets 15 - - 1,306.22 1,164.71
51.42 54.71 5,255.43 5,756.45
C Financial liabilities measured at amortised cost
(i) Borrowings 19 & - 88.32 88.32 73.55
23
(ii) Loan from related party 21 - - - 619.00
(iii) Trade payables 22 - - 126.70 106.86
(iv) Other financial liabilities ( excluding current maturities) 23 340.76 203.91
- 88.32 555.78 1,003.32

39(B). Fair Value Measurements


(i) The following table provides the fair value measurements hierarchy of the Company’s financials assets and liabilities:
As at March 31, 2020
(H in Lakh)
Fair value Fair value hierarchy
Quoted prices in Significant Significant
As at
Financials assets/financial liabilities active markets observable inputs unobservable
March 31, 2020
(level 1) (Level2) inputs (Level3)
Financial assets measured at fair value through other
comprehensive income (FVTOCI)
Investments in un-quoted equity shares 437.75 - - 437.75

(H in Lakh)
Fair value Fair value hierarchy
Quoted prices in Significant Significant
As at
Financials assets/financial liabilities active markets observable inputs unobservable
March 31, 2019
(level 1) (Level2) inputs (Level3)
Financial assets measured at fair value through other
comprehensive income (FVTOCI)
Investments in un-quoted equity shares 429.32 - - 429.32

(ii) Financial instrument measured at amortised cost


The carrying amount of financial assets and financials liabilities measured at amortised cost in the financial statements are
a reasonable approximation of their fair value since the Company does not anticipate that the carrying amounts would be
significantly different from the values that would eventually be received or settled.

The following table shows the valuation technique and key input used for Level 3:

(H in Lakh)
Valuation
Financial Instrument Key Inputs used Sensitivity
Technique
Investments in equity instruments at fair value through other comprehensive Book value Financial Nil
income method statements
reviewed by
management

107
BLS INTERNATIONAL SERVICES LIMITED | Annual Report 2019-20

Notes to the standalone


Financial Statements for the year ended March 31, 2020

Reconciliation of Level 3 fair value measurements:


(H in Lakh)
For the year ended For the year ended
Particulars
March 31, 2020 March 31, 2019
Opening Balance 429.32 366.29
Total gain/ (losses) in other comprehensive income 8.44 63.03
Closing Balance 437.75 429.32

39(C). Financial Risk Management- Objectives and Policies


The Company’s financial liabilities comprise mainly of borrowings, trade payable and others payable. The company’s
financial assets comprise mainly of investments, cash and cash equivalents, other bank balances, loans , trade payable and
other receivables.

The company has exposure to the following risks arising from financial instruments:
- Credit risk
- Liquidity risk; and
- Market risk

a) Risk management framework


The Company’s board of directors has the overall responsibility for the management of these risks and is supported
by Management Advisory Committee that advises on the appropriate financial risk governance framework. The
Company has the risk management policies and systems in place and are reviewed regularly to reflect changes in
market conditions and the Company’s activities. The Company’s audit committee oversees how management monitors
compliance with the risk management policies and procedures, and reviews the adequacy of risk management
framework in relation to the risks faced by the Company. The framework seeks to identify, asses and mitigate financial
risk in order to minimise potential adverse effects on the company’s financial performance.

b) Credit Risk
Credit risk is the risk of financial loss to the Company if a customer or counterparty to a financial instrument fails to meet
its contractual obligation, and arises from the operating activities primarily (trade receivables) and investing activities
including deposits with banks and other corporate deposits. The company establishes an allowance for impairment that
represents its estimate of expected losses in respect of financial assets. A default of financial assets is when there is a
Significant increase in the credit risk which is evaluated based on the business environment. The assets are written off
when the company certain about the non- recovery.

(i) Trade receivables:


Customer credit risk is managed based on company’s established policy, procedures and controls. The company
assesses the credit quality of the counterparties, taking into account their financial position, past experience and other
factors.

Credit risk is reduced by receiving pre-payments. The company has a well defined sales policy to minimize its risk
of credit defaults. Outstading customer receivables are regularly monitored and assessed. Impairement analysis is
performed pased on historical data at each reporting date on an individual basis. However a large number of minor
receivables are grouped into homogenous groups and assessed for impairment collectively.

Expected credit loss under simplified approach for Trade receivables:


(H in Lakh)
As at As at
Ageing
March 31, 2020 March 31, 2019
Ageing of gross carrying amount
less than 180 days 256.89 363.27
181-365 days 101.05 12.28
More than 1 year 27.08 12.76
Gross carrying amount 385.02 388.31
Expected credit loss - -
Net carrying amount 385.02 388.31

108
FINANCIAL STATEMENTS

Notes to the standalone


Financial Statements for the year ended March 31, 2020

c) Liquidity Risk
Liquidity risk is defined as the risk that the company will not be able to settle or meet its obligations on time or at
a reasonable price. The Company’s treasury department is responsible for maintenance of liquidity, continuity of
funding as well as timely settlement of debts. In addition, policies related to mitigation of risks are overseen by senior
management. Management monitors the Company’s net liquidity position on the basis of expected cash flows vis a vis
debt service fulfillment obligation.

Maturity profile of financial liabilities


The table below provides details regarding the remaining contractual maturities of financial liabilities at the reporting
date based on contractual undiscounted payments.
(H in Lakh)
Less than More than
Financial Instrument 1-5 years Total
1 year 5 years
As at March 31, 2020
Borrowings from bank and financial institutions 88.32 - - 88.32
Trade payables 126.70 - - 126.70
Other financial liabilities* 340.76 - - 340.76
As at March 31, 2019
Borrowings from bank and financial institutions 73.55 88.32 - 161.87
Loan from related party 619.00 - - 619.00
Trade payables 106.86 - - 106.86
Other financial liabilities* 203.91 - - 203.91

* excluding current maturities on non-current borrowings and including lease liabilities.

d) Market Risk
Market risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of
fluctuation in market prices. These comprise three types of risk i.e. currency rate, interest rate and other price related
risks. Financial instruments affected by market risk include loans and borrowings, deposits, investments, and derivative
financial instruments. Foreign currency risk is the risk that the fair value or future cash flows of a financial instrument
will fluctuate because of changes in foreign exchange rates. Interest rate risk is the risk that the fair value or future
cash flows of a financial instrument will fluctuate because of changes in market interest rates. Regular interaction with
bankers, intermediaries and the market participants help us to mitigate such risk.

i) Foreign currency risk


The primary market risk to the Company is foreign exchange risk. After taking cognizance of the natural hedge, the
company takes appropriate hedges to mitigate its risk resulting from fluctuations in foreign currency exchange rate(s).

(H in Lakh)
Assets Liabilities
Currency As at As at As at As at
March 31, 2020 March 31, 2019 March 31, 2020 March 31, 2019

EUR 113.46 159.75 - -


USD 1.05 0.60 - -
OMR 4.11 9.52 - -
PHP 23.67 22.79 - -
RUB 0.04 105.17 - -
Others 3.01 2.57 - -
145.35 300.40 - -

Foreign Currency Sensitivity


Sensitivity analysis is computed based on the changes in the income and expenses in foreign currency upon conversion
into functional currency, due to exchange rate fluctuations between the previous reporting period and the current
reporting period. The below table demonstrates the sensitivity to a 0.25% increase or decrease in the foreign currency
against INR, with all other variable held constant. The sensitivity analysis is prepared on the net unhedged exposure of

109
BLS INTERNATIONAL SERVICES LIMITED | Annual Report 2019-20

Notes to the standalone


Financial Statements for the year ended March 31, 2020

the company as at the reporting date. 0.25% represents management’s assessment of reasonably possible change in
foreign exchange rate.

Impact on profit before tax


(H in Lakh)
Assets Assets
As at As at As at As at
Particulars
March 31, 2020 March 31, 2019 March 31, 2020 March 31, 2019
0.25% Increase 0.25% Increase 0.25% Increase 0.25% Increase

EUR 0.28 (0.28) 0.40 (0.40)


USD 0.00 (0.00) 0.00 (0.00)
OMR 0.01 (0.01) 0.02 (0.02)
PHP 0.06 (0.06) 0.06 (0.06)
RUB 0.00 (0.00) 0.26 (0.26)
Others 0.01 (0.01) 0.01 (0.01)
Increase /(decrease) in profit or loss 0.36 (0.36) 0.75 (0.75)

ii) Interest Rate Risk and Sensitivity


The Company’s exposure to the risk of changes in market interest rates relates primarily to debt. Borrowings at variable
rates expose the Company to cash flow interest rate risk.

iii) Equity price risk


The Company does not have any investments in listed securities or in Equity Mutual Funds and thereby is not exposed
to any Equity price risk.

39(D). Capital Management

The Company’s policy is to maintain a strong capital base so as to maintain investor, creditor and market confidence and
to sustain future development of the business. The primary objective of the Company’s Capital management is to maximize
shareholder’s value. The Company manages its capital and makes adjustment to it in light of the changes in economic and
market conditions.

The Company manages capital using gearing ratio, which is total debt divided by total equity. The gearing at the end of the
reporting period was as follows:
(H in Lakh)
As at As at
Particulars
March 31, 2020 March 31, 2019
Borrowings (Non current) 88.32 161.87
Borrowings (Current) - 619.00
Less: Cash and cash equivalents including bank balances (411.05) (204.13)
Total Debt(A) (322.73) 576.75
Total Equity(B) 4,160.59 3,379.50
Overall financing (C=A+B) 3,837.87 3,956.24
Gearing ratio (A/C) -8.41% 14.58%

110
FINANCIAL STATEMENTS

Notes to the standalone


Financial Statements for the year ended March 31, 2020

40. Related Party Disclosures


Related party disclosures, as required by Ind AS 24 is as below:
a) Nature of Related Party relationship
I. Subsidiary companies
(H in Lakh)
% holding % holding
Country of
Name of the Company As at As at
incorporation
March 31, 2020 March 31, 2019
i) Subsidiaries
BLS International FZE UAE 100% 100%
BLS E-Services Private Limited India 100% 100%
BLS E-Solutions Private Limited India 100% 100%
BLS IT-Services Private Limited India 100% 100%
BLS Kendras Private Limited India 100% 100%
Reired BLS International Services Private Limited India 51% 51%
ii) Step down subsidiaries
Starfin India Private Limited* India 100% 74%
BLS International Services Canada INC.^ Canada 100% 100%
BLS International Services Norway AS^ Norway 75% 75%
BLS International Services Singapore PTE LTD.^ Singapore 100% 100%
BLS VAS Singapore Pte. Limited^ Singapore 70% 70%
BLS International Services Malaysia SDN BHD^ Malaysia 100% 100%
BLS International Services, UAE^ UAE 100% 100%
BLS International Services, UK^ UK 100% 100%
Consular Outsourcing BLS Services Inc.^ US 100% 100%
BLS International Vize Hizmetleri Ltd. Sti.^ Turkey 98% 98%
BLS International Services Limited^ Hong Kong 100% -
BLS International (pty) Limited^ South Africa 100% -

* Subsidiary of BLS E-Services Private Limited


^ Subsidiary companies of BLS International FZE

II. Associates Country of incorporation


BLS International Visa Services-Austria Austria
BLS International Visa Services-Baltic Lithuania
BLS International Visa Services Poland SP.Z.O.O. Poland
III. Key Management Personnel (KMP) and their relatives with whom transactions have taken place
(a) Key Management Personnel Designation
Mr. Shikhar Aggarwal Joint Managing Director
Mr. Nikhil Gupta Managing Director
Mr. Karan Aggarwal Executive Director
Mr. Surendra Kumar Sharma (till 09.04.2019) Chief Financial Officer
Ms. Archana Maini (till 31.03.2020) Company Secretary
Mr. Amit Sudhakar (w.e.f. 06.08.2019) Chief Financial Officer
Mr. Rakesh Amol (from 13.08.2019 to 31.01.2020) Managing Director
Mr. Ajay Kumar Milhotra (Till 28.02.2019) Chief Financial Officer
Mr. Bala Ji (till 07.12.2018) Company Secretary
(b) Non-executive directors
Mr. Surinder Singh Kohli (till 02.09.2019) Independent Director
Mr. Sarthak Behuria Independent Director
Mr. Ram Prakash Bajpai Independent Director
Ms. Shivani Mishra Independent Director
(c) Close family member of KMP
Mr. Diwakar Aggarwal Father of Mr. Shikhar Aggarwal
Mrs. Alka Aggarwal Mother of Mr. Shikhar Aggarwal
Ms. Riya Aggarwal Sister of Mr. Shikhar Aggarwal
Mrs. Anchal Aggarwal (w.e.f.01.12.2019) Wife of Mr. Shikhar Aggarwal
Mr. Sushil Aggarwal Father of Mr. Karan Aggarwal
Ms. Rachna Aggarwal Mother of Mr. Karan Aggarwal
Ms. Priyanka Aggarwal Wife of Mr. Karan Aggarwal
111
BLS INTERNATIONAL SERVICES LIMITED | Annual Report 2019-20

Notes to the standalone


Financial Statements for the year ended March 31, 2020
IV. Entities where director/Close family member of director’s having control/significant influence
Name of the Company
Basant India Limited Director-Mr. Sushil Aggarwal
BLS Polymers Limited Director-Mr. Karan Aggarwal
BLS International Visa Services Philippine Inc. Director-Mr. Diwakar Aggarwal
BLS Ecotech Limited Director-Mr. Sushil Aggarwal

V. Note on exit of Company Secretary


The Company Secretary (CS) has left the Company on March 31, 2020. In accordance with section 203(4) of the Companies
Act, 2013, the Company is in the process of appointing new CS.

b) The following transactions were carried out with the related parties in the ordinary course of business:
(H in Lakh)
Particulars Nature of Transaction 2019-20 2018-19
1 BLS International FZE Sale of Service 1,886.52 2,111.48
Amount received during the year 1,493.78 2,780.63
Dividend received 1,514.05 501.79
Closing Balance - -
Advance Outstanding 1,791.80 2,184.54
2 BLS International Visa Services-Austria Sale of Service 10.23 15.19
Closing Balance -
Trade receivable 0.21 0.43
3 BLS International Visa Services Philippine Inc. Sale of Service 146.18 130.50
Closing Balance -
Trade receivable 23.67 22.79
4 BLS E-Services Private Limited Consultancy Services - 40.00
Reimbursement of Expenses 73.31 -
Interest Income on loan 159.77 205.08
Amount of loan given 425.00 1,418.54
Amount of loan Received back 1,220.00 101.87
Closing Balance
Loan Receivable 1,231.67 2,026.67
Interest Receivables 342.10 198.31
Trade receivable 79.17 -
Off balance sheet items
Corporate guarantee given 2,000.00 2,000.00
5 BLS E-Solutions Private Limited Consultancy Services 40.00
Interest Income on loan 59.94 19.47
Amount of loan given 1,331.50 180.91
Amount of loan Received back 800.00 339.81
Closing Balance
Loan Receivable 617.59 86.09
Interest Receivables 62.30 8.36
Trade receivable 16.20 -
Off balance sheet items
Corporate guarantee given 2,000.00 2,000.00
6 BLS IT-Services Private Limited Consultancy Services 40.00
Reimbursement of Expenses -
Interest Income on loan 7.24 37.32
Amount of loan given 121.00 214.02
Amount of loan Received back 400.40 168.61
Closing Balance
Loan Receivable 21.00 300.40
Interest receivables 6.66 23.54
Trade receivable -
Off balance sheet items
Corporate guarantee given 2,000.00 2,000.00

112
FINANCIAL STATEMENTS

Notes to the standalone


Financial Statements for the year ended March 31, 2020

(H in Lakh)
Particulars Nature of Transaction 2019-20 2018-19
7 BLS Kendra Private Limited Reimbursement of Expenses 0.15 1.85
Interest Income on loan 38.11 29.52
Amount Received 3.71 6.36
Amount of loan given 50.00 500.00
Amount of loan Received back 208.45 40.00
Rent service during the year 1.42 5.61
Closing Balance
Loan Receivable 301.55 460.00
Interest receivables 1.00 26.57
Trade receivable - 2.02
8 Reired BLS International Services Private Limited Courier Services 2.46 -
Closing Balance
Expense Payable 0.29 -
9 Starfin India Private Limited Misc. income 22.88 -
Consultancy Services 120.00 -
Closing Balance
Trade receivable 39.60 -
10 Basant India Limited Loan received - 324.50
Loan repaid 619.00 3.50
Interest Expense on loan 42.82 57.02
Closing Balance
Loan Payable - 619.00
Interest Payable 38.53 42.07
11 Mr. Diwakar Aggarwal Rent expense during the year 1.68 1.68
Closing Balance
Rent payable 0.50 -
Security Deposit receivable 166.30 166.30
12 Mr. Sushil Aggarwal Rent expense during the year 1.20 1.20
Closing Balance
Rent payable at the end 0.35 -
Security Deposit receivable 100.00 100.00
13 Ms. Riya Aggarwal Salary for the year 48.00 48.00
14 Key Managerial person ( KMP)
a) Mr. Shikhar Aggarwal Salary for the year 68.00 60.00
b) Mr. Nikhil Gupta Salary for the year 13.64 12.00
c) Mr. Balaji Srivastava Salary for the year - 9.81
d) Mr Surendra Kumar Sharma Salary for the year 0.94 3.33
e) Ms Archana Maini Salary for the year 29.45 3.86
f) Mr. Karan Aggarwal Salary for the year 30.00 21.00
g) Mr. Ajay Malhotra Salary for the year - 45.83
h) Mr.Amit Sudhakar Salary for the year 49.90 -
i) Mr. Rajesh Amol Salary for the year 103.01 -
j) Mr. Ram Parkash Bajpai Sitting fee 1.50 1.50
k) Mr. Sarthak Behuria Sitting fee 1.15 1.40
l) Mr. Surinder Singh Kohli Sitting fee 0.40 1.00
m) Ms. Shivani Mishra Sitting fee 1.30 1.20
15 Dividend
Mr. Shikhar Aggarwal Dividend 30.00 10.00
Mr. Diwakar Aggarwal (Father of Mr. Shikhar Dividend 130.87 43.62
Aggarwal)
Mrs. Alka Aggarwal (Mother of Mr. Shikhar Dividend 30.00 10.00
Aggarwal)
Mr. Sushil Aggarwal (Father of Mr. Karan Dividend 37.50 12.50
Aggarwal)
the above said remuneration is excluding provision for gratuity & leave encashment, where the actuarial valuation is done on overall
Company basis.

113
BLS INTERNATIONAL SERVICES LIMITED | Annual Report 2019-20

Notes to the standalone


Financial Statements for the year ended March 31, 2020

41. Income Taxes


a. Amount recognised in Statement of Profit and Loss
(H in Lakh)
For the year ended For the year ended
Particulars
March 31, 2020 March 31, 2019
Current Income Tax
Current year 640.77 498.26
Adjustment in respect of current income tax for earlier year 4.14 9.04
Total 644.91 507.30
Deferred Tax 1.11 24.83
Tax credit entitlement - -
Total 646.02 532.13

b. Income taxes that are charged or credited directly in equity


(H in Lakh)
For the year ended For the year ended
Particulars
March 31, 2020 March 31, 2019
Deferred tax
Re-measurements of defined benefit plans 2.61 (1.73)
Changes in fair value of financial assets if designated to OCI 0.83 20.11
Total 3.44 18.38

c. Reconciliation of Tax expense


(H in Lakh)
For the year ended For the year ended
Particulars
March 31, 2020 March 31, 2019
Accounting profit 2,953.16 1,860.20
Tax rate* 25.17% 29.12%
Tax expense 743.25 541.69
Tax effect of expenses that are not deductible for tax purpose
Effect of dividend income taxed at lower rate i.e.17.16% (121.25) (58.45)
Effect of expenses not deductible in determining taxable profit 15.64 11.48
Adjustment for earlier year tax 4.14 9.04
Change in effective tax rate (5.97) 0.36
Other items 10.20 28.02
(97.23) (9.56)
Tax Expense 646.02 532.13

*Pursuant to taxation Laws (Amendment) Ordinance 2019, dated September 20th 2019, the company intends to excercise the option
permitted u/s 115BAA od the Income Tax Act, 1961 to compute Income tax at the revised rate from the current financial year. The tax
expense for the financial year 2019-20 are after considering the impact of the revised rate (i.e tax rate of 25.17% includes corporate tax
of 22%, 10% surcharge and Secondary and Higher Education Cess of 4% on the tax amount). In March 31, 2019 it was 29.12% includes
corporate tax of 25%, 12% surcharge and Secondary and Higher Education Cess of 4% on the tax amount.

42. Information related to consolidated financials


The company is listed on stock exchange in India, the Company has prepared consolidated financial as required under IND
AS110, Sections 129 of Companies Act, 2013 and listing requirements. The consolidated financial statement is available on
Company’s web site for public use.

114
FINANCIAL STATEMENTS

Notes to the standalone


Financial Statements for the year ended March 31, 2020

43. Segment Reporting


The company publishes this financial statement along with the consolidated financial statements. In accordance with Ind AS
108, Operating Segments, the Company has disclosed the segment information in the consolidated financial statemnets.

44. Impairment Review


Assets are tested for impairment whenever there are any internal or external indicators of impairment. Impairment test is
performed at the level of each Cash Generating Unit (‘CGU’) or groups of CGUs within the Company at which the assets are
monitored for internal management purposes, within an operating segment. The impairment assessment is based on higher
of value in use and value from sale calculations. During the year, the testing did not result in any impairment in the carrying
amount of other assets. The measurement of the cash generating units’ value in use is determined based on financial plans
that have been used by management for internal purposes. The planning horizon reflects the assumptions for short to- mid-
term market conditions.

Key assumptions used in value-in-use calculations are:-


(i) Operating margins (Earnings before interest and taxes), (ii) Discount Rate, (iii) Growth Rates and (iv) Capital Expenditure

45. 
The Company Secretary (CS) has left the Company on March 31, 2020. In accordance with section 203(4) of the Companies Act, 2013,
the Company is in the process of appointing new CS.

46. The Micro, Small and Medium Enterprises Development (MSMED) Act, 2006
Based on the information available, there are certain vendors who have confirmed that they are covered under the Micro,
Small and Medium Enterprises Development Act, 2006. Disclosures as required by section 22 of ‘The Micro, Small and
Medium Enterprises Development Act, 2006, are given below:

(H in Lakh)
2019-20 2018-19

a) Principal amount and Interest due thereon remaining unpaid to any supplier as on 3.86 0.25
b) Interest paid by the Company in terms of Section 16 of the MSMED Act along with the - -
amounts of the payment made to the supplier beyond the appointed day during the
accounting year.
c) the amount of interest due and payable for the year of delay in making payment - -
(which have been paid but beyond the appointed day during the year) but without
adding the interest specified under this Act
d) the amount of interest accrued and remaining unpaid - -
e) The amount of further interest remaining due and payable even in the succeeding - -
years, until such date when the interest dues above are actually paid to the small
enterprise for the purpose of disallowance as a deductible expenditure under
section 23 of this Act.

47. 
In the opinion of the management of the Company and to the best of their knowledge & belief, the value of current assets, loans and
advances, if realized in the ordinary course of business would not be less than the amount at which they are stated in the balance
sheet. Trade and other payables, advance from customer, trade receivables and other receivables and other parties’ balance are
subject to confirmations & reconciliation.

48. 
For the year ended March 31, 2019, the company had undertaken a transfer pricing study and obtained the prescribed certificate
of the accountant to comply with the said transfer pricing regulations, which did not envisage any tax liability. For the year ended
March 31, 2020, the company will carry out the similar study to comply with the said regulations and accordingly adjustments, if
any arising from the transfer pricing study shall be accounted for as and when the study is completed. The management confirms
that all international and specific domestic transactions with associates enterprises are undertaken at negotiated contracted prices
onusual commercial terms and at arm’s length basis as per the provisions of Income Tax Act, 1961.

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BLS INTERNATIONAL SERVICES LIMITED | Annual Report 2019-20

Notes to the standalone


Financial Statements for the year ended March 31, 2020

49. The WHO declared 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 “ Lockdowns” which have been extended till 30th June
by Govt. Of India and various other countries as well. The Lockdown has severely affected the International Travel and therefore our
Visa Services operations have been severally affected since the last fortnight of March 2020.

With the partial lifting of lockdown the company has started reopening its offices in phase wise manner with limited staff strength
following required social distancing norms and various advisories released by the Govt. The Passport and Consular services are
expected to start from July 2020 onwards in selected countries as per the directives of the respective Governments. The Countries
to start the visa operations will be in a phased manner from July 2020 onwards.

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

50. 
Previous year figures have been regrouped/ rearranged, wherever considered necessary to confirm to current year’s classification.

As per our report of even date For and on behalf of the board of directors of
For S S Kothari Mehta & Company BLS International Services Limited
Chartered Accountants
Firm’s registration number: 000756N

Amit Goel Shikhar Aggarwal Nikhil Gupta


Partner Jt. Managing Director Managing Director
Membership number: 500607 DIN No. 06975729 DIN No. 00195694

Place : New Delhi Amit Sudhakar


Date : 20th June 2020 Chief Financial Officer

116
Financial
Statements
CONSOLIDATED
BLS INTERNATIONAL SERVICES LIMITED | Annual Report 2019-20

INDEPENDENT AUDITOR’S REPORT


To the Members of
BLS International Services Limited

Report on the Audit of the Consolidated Financial accordingly handed over the hardware infrastructure to the
Statements authority and transferred these at the net block based on their
understanding of the master service agreement by taking the
Qualified Opinion life of these assets of 5 years and have accounted profit on
We have audited the accompanying Consolidated financial such transfer. The above mentioned three subsidiaries have
statements of BLS International Services Limited (herein communicated the basis of computing net block of the assets
referred to as” the Company” or “the Holding Company”) and its to the authority which is pending for final acceptance by them.
subsidiaries (the Holding company and its subsidiaries together
referred to as “the Group”), which comprise the Consolidated Pending final acceptance/ confirmation of the sale price of
Balance Sheet as at March 31, 2020, the Consolidated fixed assets by the Authority, we cannot comment upon the
Statement of Profit and Loss (including Other Comprehensive correctness of the amount receivable from the Authority.
Income), the Consolidated Statement of Changes in Equity and
The matter stated above were also subject matter of
the Consolidated Statement of Cash Flows for the year then
qualification in our audit opinion on the consolidated financial
ended, and notes to the consolidated financial statements,
statements for the year ended March 31, 2019
including a summary of the significant accounting policies and
other explanatory information (hereinafter referred to as “the We conducted our audit of the consolidated financial
consolidated financial statements”). statements in accordance with the Standards on Auditing (SAs)
specified under section 143(10) of the Act. Our responsibilities
In our opinion and to the best of our information and according
under those Standards are further described in the Auditor’s
to the explanations given to us, except
Responsibilities for the Audit of the Consolidated Financial
for the possible effects of the matter described in the basis for Statements section of our report. We are independent of the
qualified opinion paragraph below, the Company in accordance with the Code of Ethics issued by the
Institute of Chartered Accountants of India (ICAI) together with
aforesaid consolidated financial statements give the the ethical requirements that are relevant to our audit of the
information required by the Companies Act, 2013 consolidated financial statements under the provisions of the
Act and the Rules made thereunder, and we have fulfilled
(the “Act”) in the manner so required and give a true and fair our other ethical responsibilities in accordance with these
view in conformity with Indian Accounting Standards prescribed requirements and the ICAI’s Code of Ethics. We believe that the
under section 133 of the Act read with the Companies (Indian audit evidence we have obtained is sufficient and appropriate
Accounting Standards) Rules, 2015, as amended (“Ind AS”) to provide a basis for our audit opinion on the Consolidated
and other accounting principles generally accepted in India, financial statements.
of the consolidated state of affairs of the Group as at March
31, 2020, of its consolidated profit including consolidated total Emphasis of Matter
comprehensive income, consolidated changes in equity and its Without qualifying, we draw attention to
consolidated cash flows for the year ended on that date.
i. Note 53 to the Consolidated Financial Statements,
Basis for Qualified Opinion the Company has considered internal and external
We draw attention to Note 46 & 47 to the Consolidated Financial information upto the date of this report in respect of the
Statements, wherein in the previous year, the Group has current and estimated future global economic indicators
recognized profit of H 3,382.80 lakhs on sale of fixed assets consequent to the global health pandemic.
by three subsidiaries [(namely BLS Eserve Private Limited
(BEServPL), BLS E- solutions Private Limited (BESoIPL) and ii. In earlier years, the Punjab Government has terminated
BLS – IT Solutions Private Limited (BITPL)]. the master service agreement entered with three
Indian Subsidiaries namely BEServPL, BESoIPL and
The Punjab State E-Governance Society, (’PSeGS' or ’Punjab BITPL vide its letter dated January 30, 2018, which was
Government’) has terminated master service agreement with only the source of the revenue of these Companies.
three Indian Subsidiaries namely BEServPL, BESoIPL and However, the management is making efforts to secure
BITPL vide its letter dated January 30, 2018. As per the terms further contracts/business in these subsidiaries and
of contract, these Companies have to transfer the fixed assets is able to achieve success in respect of one subsidiary
(hardware infrastructure) at the net block value (Procurement (Le, BEServPL) and is of the view that going concern
price less depreciation as per provision of the Act) of the assumption is not affected. We have relied upon the
fixed assets. The above mentioned three subsidiaries have management's contention.

118
FINANCIAL STATEMENTS

iii. The trade receivables of three Indian Subsidiaries namely maintenance of adequate accounting records in accordance
BEServPL, BESoIPL and BITPL from Punjab Government with the provisions of the Act for safeguarding the assets of
aggregating to H 6,755.69 lakhs (Including amount for the Company and for preventing and detecting frauds and
reimbursement of diesel and electricity expense and sale other irregularities; selection and application of appropriate
of fixed assets) as on March 31, 2020 for which recovery is accounting policies; making judgments and estimates that
slow. Further, the above-mentioned subsidiaries are in the are reasonable and prudent; and design, implementation
process of account/balance reconciliations with the Punjab and maintenance of adequate internal financial controls,
Government. However, management is confident that there that were operating effectively for ensuring the accuracy
is no impairment in the value of the amount to be recovered and completeness of the accounting records, relevant to the
and we have relied upon the management’s contention. preparation and presentation of the Consolidated financial
statements that give a true and fair view and are free from
Our opinion is not modified in respect of above matters. material misstatement, whether due to fraud or error.
Key Audit Matter In preparing the consolidated financial statements, the
Key audit matters are those matters that, in our professional management is responsible for assessing the Company’s
judgment, were of most significance in our audit of the ability to continue as a going concern, disclosing, as applicable,
Consolidated financial statements of the current year. These matters related to going concern and using the going concern
matters were addressed in the context of our audit of the basis of accounting unless the management either intends
Consolidated financial statements as a whole, and in forming to liquidate the Company or to cease operations, or has no
our opinion thereon, and we do not provide a separate opinion realistic alternative but to do so.
on these matters. We have determined that there are no key
audit matters to communicate in our report. The respective Board of Directors of the Companies included
in the Group are responsible for overseeing the financial
Information Other than the Consolidated Financial Statements reporting process of the Group.
and Auditor’s Report Thereon
Auditor’s Responsibilities for the Audit of the Consolidated
The Company’s Board of Directors is responsible for the
Financial Statements
preparation of the other information. The other information
comprises the information included in the Management Our objectives are to obtain reasonable assurance about whether
Discussion & Analysis, Board’s Report including Annexures the Consolidated Financial statements as a whole are free from
to Board’s Report, Business Responsibility Report, Corporate material misstatement, whether due to fraud or error, and to
Governance and Shareholder’s Information, but does not issue an auditor’s report that includes our opinion. Reasonable
include the consolidated financial statements and our auditor’s assurance is a high level of assurance but is not a guarantee
report thereon. The above information is expected to be made that an audit conducted in accordance with SAs will always
available to us after the date of auditor’s report. detect a material misstatement when it exists. Misstatements
can arise from fraud or error and are considered material if,
Our opinion on the consolidated financial statements does not individually or in the aggregate, they could reasonably be
cover the other information and we will not express any form expected to influence the economic decisions of users taken on
of assurance or conclusion thereon. the basis of these consolidated financial statements.

In connection with our audit of the consolidated financial As part of an audit in accordance with SAs, we exercise
statements, our responsibility is to read the other information professional judgment and maintain professional skepticism
identified above when it becomes available and, in doing throughout the audit. We also:
so, consider whether the other information is materially
inconsistent with the consolidated financial statements or • Identify and assess the risks of material misstatement
our knowledge obtained during the course of our audit or of the consolidated financial statements, whether due
otherwise appears to be materially misstated. to fraud or error, design and perform audit procedures
responsive to those risks, and obtain audit evidence that
When we read Annual Report, if we conclude that there is sufficient and appropriate to provide a basis for our
is a material misstatement therein, we are required to opinion. The risk of not detecting a material misstatement
communicate the matter to those charged with governance. resulting from fraud is higher than for one resulting from
error, as fraud may involve collusion, forgery, intentional
Management’s Responsibility for the Consolidated Financial omissions, misrepresentations, or the override of internal
Statements control.
The Holding Company’s Board of Directors is responsible for
the matters stated in section 134(5) of the Act with respect • Obtain an understanding of internal financial controls
to the preparation of these consolidated financial statements relevant to the audit in order to design audit procedures
that give a true and fair view of the consolidated financial that are appropriate in the circumstances. Under
position, consolidated financial performance, consolidated section 143(3)(i) of the Act, we are also responsible for
changes in equity and consolidated cash flows of the Company expressing our opinion on whether the Company has
in accordance with Ind AS and other accounting principles adequate internal financial controls system in place and
generally accepted in India. This responsibility also includes the operating effectiveness of such controls.

119
BLS INTERNATIONAL SERVICES LIMITED | Annual Report 2019-20

• Evaluate the appropriateness of accounting policies used our report because the adverse consequences of doing so
and the reasonableness of accounting estimates and would reasonably be expected to outweigh the public interest
related disclosures made by management. benefits of such communication.

• Conclude on the appropriateness of management’s use of Other Matters


the going concern basis of accounting and, based on the We did not audit the financial statements/ financial information
audit evidence obtained, whether a material uncertainty of 3 subsidiaries/step down subsidiaries, whose financial
exists related to events or conditions that may cast statements reflect total assets of H 48,733.39 lakhs as at March
significant doubt on the Company’s ability to continue 31, 2020, total revenue of H 37,349.33 Lakhs and total net profit
as a going concern. If we conclude that a material after tax of H 8,293.17 lakhs, total comprehensive income of
uncertainty exists, we are required to draw attention H 8,293.17 lakhs for the year ended March 31, 2020 respectively,
in our auditor’s report to the related disclosures in the and net cash out flow of H 3,583.38 lakhs for the year ended
consolidated financial statements or, if such disclosures March 31, 2020, as included in these consolidated financial
are inadequate, to modify our opinion. Our conclusions statements, which have been audited by their respective
are based on the audit evidence obtained up to the date of independent auditors. The independent auditors’ reports on
our auditor’s report. However, future events or conditions financial statements of these entities have been furnished to us
may cause the Company to cease to continue as a going and our opinion on the Statement in so far as it relates to the
concern. amounts and disclosures included in respect of these entities,
is based solely on the report of other auditors.
• Evaluate the overall presentation, structure and content
of the consolidated financial statements, including the We did not audit the financial statements/ financial information
disclosures, and whether the consolidated financial of 9 step down subsidiaries whose financial statements
statements represent the underlying transactions and information reflect total assets of H 1915.95 lakhs as at
events in a manner that achieves fair presentation. March 31, 2020, total revenue of H 16,139.83 lakhs and total
net loss after tax of (H 3,911.11 lakhs), total comprehensive
• Obtain sufficient appropriate audit evidence regarding
expense of (H 3,912.75 lakhs) for the year ended March 31,
the financial information of the entities or business
2020 respectively, and net cash out flow of H 824.51 lakhs
activities within the Group to express an opinion on the
for the year ended March 31, 2020, as considered in these
consolidated financial statements. We are responsible
consolidated financial statements. The financial statements/
for the direction, supervision and performance of the
financial information of these stepdown subsidiaries has been
audit of the financial statements of such entities included
furnished to us by the Board of Directors and our opinion on
in the consolidated financial statements of which we are
the Financial Statement, in so far as it relates to the amounts
the independent auditor. For the other entities included
and disclosures included in respect of these step down
in the consolidated financial statements, which have
subsidiaries is based solely on basis of such management
been audited by the other auditors, such other auditors
certified financial statements/financial information. In our
remain responsible for the directions, supervision and
opinion and according to the information and explanations
performance of the audits carried out by them. We remain
given to us by the Board of Directors, these subsidiaries is not
solely responsible for our audit opinion.
considered material to the Group.
We communicate with those charged with governance
Further, 12 subsidiaries/ step down subsidiaries which are
regarding, among other matters, the planned scope and
located outside India, whose annual financial statements
timing of the audit and significant audit findings, including
have been prepared in accordance with accounting principles
any significant deficiencies in internal control that we identify
generally accepted in their respective countries. The Holding
during our audit.
Company’s management has converted the financial
We also provide those charged with governance with a statements of such subsidiaries/ step down subsidiaries from
statement that we have complied with relevant ethical accounting principles generally accepted in their respective
requirements regarding independence, and to communicate countries to accounting principles generally accepted in India.
with them all relationships and other matters that may We have audited these conversion adjustments made by the
reasonably be thought to bear on our independence, and Holding Company’s management. Our opinion, in so far as it
where applicable, related safeguards. relates to the amounts and disclosures included in respect of
these subsidiaries/ step down subsidiaries, is based on the
From the matters communicated with those charged with audit report of other auditors/ financial statements approved
governance, we determine those matters that were of by Board of Directors and audit of the conversion adjustments
most significance in the audit of the consolidated financial prepared by the management of the Holding Company.
statements of the current period and are therefore the key
audit matters. We describe these matters in our auditor’s Our opinion on the Consolidated financial statement is not
report unless law or regulation precludes public disclosure modified in respect of the above matters with respect to
about the matter or when, in extremely rare circumstances, our reliance on the work done and the reports of respective
we determine that a matter should not be communicated in independent auditors and the financial information certified by
the Board of Directors.

120
FINANCIAL STATEMENTS

Report on Other Legal and Regulatory Requirements g) With respect to the adequacy of the internal financial
1. As required by the Companies (Auditor’s Report) Order, controls with reference to financial statements and
2016(“the Order”), issued by the Central Government the operating effectiveness of such controls, refer to
of India in terms of section 143 (11) of the Act, we give in our separate Report in “Annexure A” which is based on
the “Annexure A” a statement on the matters specified in the auditor’s reports of the Company and its subsidiary
paragraphs 3 and 4 of the Order. companies incorporated in India. Our report expresses
an unmodified opinion on the adequacy and operating
2. As required by Section 143(3) of the Act, based on our effectiveness of the internal financial control with
audit, we report that: reference to financial statements of those companies,
for reasons stated therein.
a) we have sought, except for the possible effect of the
matter described in the Basis for Qualified Opinion h) With respect to the other matters to be included
paragraph above, and obtained all the information and in the Auditor’s Report in accordance with
explanations which to the best of our knowledge and therequirements of section 197(16) of the Act, as
belief were necessary for the purposes of our audit of amended:
the aforesaid consolidated financial statements.
In our opinion and to the best of our information
b) In our opinion ,except for the possible effect of and according to the explanations given to us,the
the matter described in the Basis for Qualified remuneration paid by the Holding Company to its
Opinion paragraph above, proper books of account directors during the year is in accordance with the
as required by law relating to preparation of the provisions of section 197 of the Act.
aforesaid consolidated financial statements have
been kept so far as it appears from our examination i) With respect to the other matters to be included in
of those books and the reports of the other auditors. the Auditor’s Report in accordance with Rule 11 of
the Companies (Audit and Auditors) Rules, 2014,
c) The Consolidated Balance Sheet, the Consolidated as amended in our opinion and to the best of our
Statement of Profit and Loss (including Other information and according to the explanations given
Comprehensive Income), Consolidated Statement of to us:
Changes in Equity and the Consolidated Statement
of Cash Flows dealt with by this Report are in i. The Group does not have any pending litigations
agreement with the relevant books of account and which would impact its consolidated financial
records maintained for the purpose of preparation statements.
of the consolidated financial statements.
ii. The Group does not have any long-term contracts
d) In our opinion, except for the possible effect of the including derivative contracts for which there
matter described in the Basis for Qualified Opinion were any material foreseeable losses.
paragraph above, the aforesaid consolidated
iii. There has been no delay in transferring amounts,
financial statements comply with the Ind AS
required to be transferred, to the Investor
specified under Section 133 of the Act.
Education and Protection Fund by the Holding
e) The matters described in the Basis for Qualified Company. Further, there were no amount which
Opinion paragraph above, in our opinion, may have were required to be transferred to the IEPF by
an adverse effect on the functioning of the Group. the subsidiaries incorporated in India.

f) On the basis of the written representations received For S S Kothari Mehta & Company
from the directors of the Holding Company as on Chartered Accountants
March 31, 2020 taken on record by the Board of Firm’s Registration Number: 000756N
Directors of the Holding Company and the report
Amit Goel
of the statutory auditors of its subsidiary company
Partner
incorporated in India, none of the directors of
Membership Number: 500607
the Group companies incorporated in India is
disqualified as on March 31, 2020 from being Place: New Delhi
appointed as a director in terms of Section 164 (2) Date: June 20, 2020
of the Act. UDIN: 20500607AAAADS6661

121
BLS INTERNATIONAL SERVICES LIMITED | Annual Report 2019-20

Annexure A to the Independent Auditors’ Report to the


Members of BLS International Services Limited dated
June 20, 2020 on its consolidated financial statements
Report on the Internal Financial Controls under Clause (i) of sub-section 3 of Section 143 of the Companies Act, 2013 (“the Act”) as
referred to in paragraph 2 (f) of ‘Report on Other Legal and Regulatory Requirements’ section

Our reporting on the internal financial control with reference Our audit involves performing procedures to obtain audit
to consolidated financial statement is not evidence about the adequacy of the internal financial
controls system over financial reporting and their operating
applicable in respect of 12 subsidiaries (including 11 step effectiveness.
down subsidiaries) incorporated outside India.
Our audit of internal financial controls over financial reporting
In conjunction with our audit of the Consolidated financial included obtaining an understanding of internal financial
statements of BLS International Services Limited (“the controls over financial reporting, assessing the risk that a
Company” or the “Holding Company”) as of and for the year material weakness exists, and testing and evaluating the
ended March 31, 2020, we have audited the internal financial design and operating effectiveness of internal control based
controls with reference to financial statements of the Company on the assessed risk. The procedures selected depend on the
and its subsidiaries, which are companies incorporated in auditor’s judgment, including the assessment of the risks of
India, as of that date. material misstatement of the financial statements, whether
due to fraud or error.
Management’s Responsibility for Internal Financial
Controls We believe that the audit evidence we have obtained, and the
audit evidence obtained by the other auditors in terms of their
The respective Board of directors of the Holding Company
reports referred to in the Other Matters paragraph below,
and its subsidiaries are responsible for establishing and
is sufficient and appropriate to provide a basis for our audit
maintaining internal financial controls Based on” the internal
opinion on the Company’s internal financial controls with
control over financial reporting criteria established by the
reference to financial statements.
Company considering The essential components of internal
control stated in the Guidance Note on Audit of Internal Financial Meaning of Internal Financial Controls over Financial
Controls over Financial Reporting issued by the Institute of Reporting
Chartered Accountants of India”. These Responsibilities include
the design, implementation and maintenance of adequate The Company‘s internal financial control over financial
internal financial Controls that were operating effectively for reporting is a process designed to provide reasonable
ensuring the orderly and efficient conduct of its business, assurance regarding the reliability of financial reporting and
Including adherence to company’s policies, the safeguarding the preparation of financial statements for external purposes
of its assets, the prevention and detection Of frauds and errors, in accordance with generally accepted accounting principles.
the accuracy and completeness of the accounting records, and A Company‘s internal financial control over financial reporting
the timely Preparation of reliable financial information, as includes those policies and procedures that:
required under the Act.
a. pertain to the maintenance of records that, in reasonable
Auditor’s Responsibility detail, accurately and fairly reflect the transactions and
dispositions of the assets of the Company;
Our responsibility is to express an opinion on the Company's
internal financial controls over financial Reporting based on b. provide reasonable assurance that transactions are
our audit. recorded as necessary to permit preparation of financial
statements in accordance with generally accepted
We conducted our audit in accordance with the Guidance Note accounting principles, and that receipts and expenditures
on Audit of Internal Financial Controls Over Financial Reporting of the Company are being made only in accordance with
(the “Guidance Note") and the Standards on Auditing, issued by authorisations of management and directors of the
ICAI and deemed to be prescribed under section 143(10) of the Company; and
Act, to the extent applicable to an audit of internal financial
controls, both applicable to an audit of Internal Financial c. provide reasonable assurance regarding prevention
Controls and, both issued by the Institute of Chartered or timely detection of unauthorised acquisition, use, or
Accountants of India. Those Standards and the Guidance Note disposition of the Company’s assets that could have a
require that we comply with ethical requirements and plan material effect on the financial statements.
and perform the audit to obtain reasonable assurance about
whether adequate internal financial controls over financial
reporting was established and maintained and if such controls
operated effectively in all material respects.

122
FINANCIAL STATEMENTS

Inherent Limitations of Internal Financial Controls control stated in the Guidance Note on Audit of Internal
over Financial Reporting Financial Controls Over Financial Reporting issued by the
Institute of Chartered Accountants of India.
Because of the inherent limitations of internal financial
controls over financial reporting, including the possibility Other Matters
of collusion or improper management override of controls,
material misstatements due to error or fraud may occur and Our aforesaid reports under Section 143(3) (i) of the Act on the
not be detected. Also, projections of any evaluation of the adequacy and operating effectiveness of the internal financial
internal financial controls over financial reporting to future controls over financial reporting of Group, in so far as it relates
periods are subject to the risk that the internal financial control to separate financial statements of one subsidiary Company
over financial reporting may become Inadequate because of incorporated in India, is based on the corresponding report of
changes in conditions, or that the degree of compliance with the auditors of such subsidiary.
the policies or procedures may deteriorate. Our audit report is not modified in respect of above matter.
Opinion For S S Kothari Mehta & Company
Chartered Accountants
In our opinion, the Holding Company and its subsidiaries, which
Firm’s Registration Number: 000756N
are incorporated in India, have maintained, in all material
respects, an adequate internal financial controls system with Amit Goel
reference to financial statements and such internal financial Partner
controls with reference to financial statements were operating Membership Number: 500607
effectively as at March 31, 2020, based on the internal control
Place: New Delhi
with reference to financial statements criteria established by
Date: June 20, 2020
the company considering the essential components of internal
UDIN: 20500607AAAADS6661

123
BLS INTERNATIONAL SERVICES LIMITED | Annual Report 2019-20

Consolidated Balance
Sheet as at March 31, 2020
(H in Lakh)

As at As at
Particulars Notes
March 31, 2020 March 31, 2019

I ASSETS
1 Non-Current Asset
a. Property, plant & equipment 3 2,298.68 2,487.14
b. Intangible assets 4 1,017.41 2,076.95
c. Goodwill 800.65 800.65
d. Investments in associates 5 1.17 1.17
e. Financial assets:
(i) Investments 6 2,851.34 2,842.55
(ii) Loans 7 20.62 34.46
(iii) Other financial assets 8 683.21 584.90
f. Deferred tax assets (net) 9 550.13 57.91
g. Other non-current assets 10 1.22 4.58
Total non- current assets 8,224.43 8,890.31
2 Current Asset
a. Financial assets:
(i) Trade receivables 11 11,274.75 17,619.49
(ii) Cash and cash equivalents 12 2,200.09 6,732.05
(iii) Bank balances other than (ii) above 13 21,730.05 10,679.99
(iv) Other financial assets 14 2,594.92 2,381.58
b. Other current assets 15 723.04 1,233.08
c. Current tax assets (net) 16 175.86 -
Total current assets 38,698.71 38,646.19
TOTAL ASSETS 46,923.14 47,536.50
II EQUITY & LIABILITIES
Equity
a. Equity share capital 17 1,024.50 1,024.50
b. Other equity 18 41,821.33 36,179.89
Total equity 42,845.83 37,204.39
Non controlling Interest (6.77) 45.52
Liabilities
1 Non - Current Liabilities
a. Financial liabilities:
Borrowings 19 - 88.32
b. Provisions 20 284.31 229.53
Total non-current liabilities 284.31 317.85
2 Current liabilities
a. Financial liabilities:
(i) Borrowings 21 - 2,811.70
(ii) Trade payables 22
total outstanding dues to micro enterprises and small enterprises 3.86 0.25
total outstanding dues to creditors other than micro enterprises and 1,643.63 2,378.00
small enterprises
(iii) Other financial liabilities 23 1,602.82 3,198.84
b. Other current liabilities 24 502.47 927.78
c. Provisions 25 7.18 2.31
d. Current tax liabilities (net) 26 39.81 649.86
Total current liabilities 3,799.77 9,968.74
TOTAL EQUITY AND LIABILITIES 46,923.14 47,536.50
Significant accounting policies 2
The accompanying notes referred to above formed an integral part of these consolidated financial statements

As per our report of even date For and on behalf of the board of directors of
For S S Kothari Mehta & Company BLS International Services Limited
Chartered Accountants
Firm’s registration number: 000756N

Amit Goel Shikhar Aggarwal Nikhil Gupta


Partner Jt. Managing Director Managing Director
Membership number: 500607 DIN No. 06975729 DIN No. 00195694

Place : New Delhi Amit Sudhakar


Date : 20 June 2020 Chief Financial Officer

124
FINANCIAL STATEMENTS

Consolidated Statement of
Profit and Loss for the year ended March 31, 2020
(H in Lakh)
Year ended Year ended
Particulars Notes
March 31, 2020 March 31, 2019

I. Revenue from operations 27 78,613.54 80,382.79


II. Other income 28 1,298.12 4,255.99
III. TOTAL INCOME ( I+II) 79,911.66 84,638.78
IV. Expenses:
Cost of services 29 54,975.17 53,811.17
Employee benefits expense 30 6,746.89 6,678.55
Finance cost 31 160.27 1,025.25
Depreciation and amortization expense 32 1,215.21 1,902.67
Other expenses 33 8,549.92 9,051.45
TOTAL EXPENSES 71,647.46 72,469.09
V. PROFIT BEFORE TAX (III - IV) 8,264.20 12,169.69
Exceptional item (VI) (refer note 49) 2,782.03 -
Profit/(loss) before tax (V-VI) 5,482.17 12,169.69
VII. Tax expense:
a) Current tax 763.39 1,391.36
b) Deferred tax (547.13) 252.61
c) Tax for earlier years 27.97 9.04
TOTAL TAX EXPENSE 244.23 1,653.01
VIII.PROFIT FOR THE YEAR (VI-VII) 5,237.94 10,516.68
IX. OTHER COMPREHENSIVE INCOME (OCI)
A. Items that will not be reclassified subsequently to statement of profit and
loss
(a) Remeasurements gain/(loss) on defined benefit plans 13.19 (5.15)
(b) Tax on (a) above (3.32) 1.28
(c) Equity Instruments through OCI 8.44 63.03
(d) Tax on (c) above (0.83) (20.11)
B. Items that will be reclassified subsequently to statement of profit and loss
Foreign currency translation reserve 2,199.22 1,101.83
TOTAL OTHER COMPREHENSIVE INCOME/(LOSSES) 2,216.70 1,140.88
X. TOTAL COMPREHENSIVE INCOME FOR THE YEAR 7,454.64 11,657.56
Profit for the attributable to :
Shareholders of the Group 5,242.51 10,522.27
Non-controlling interests (4.57) (5.58)
5,237.94 10,516.68
Total Comprehensive income for the year attributable to:
Shareholders of the Group 7,459.21 11,664.42
Non-controlling interests (4.57) (6.86)
7,454.64 11,657.56
X. Earnings per equity share: basic and diluted ( H) 34 5.11 10.27
XI. Significant accounting policies 2
The accompanying notes referred to above formed an integral part of the consolidated financial statements

As per our report of even date For and on behalf of the board of directors of
For S S Kothari Mehta & Company BLS International Services Limited
Chartered Accountants
Firm’s registration number: 000756N

Amit Goel Shikhar Aggarwal Nikhil Gupta


Partner Jt. Managing Director Managing Director
Membership number: 500607 DIN No. 06975729 DIN No. 00195694

Place : New Delhi Amit Sudhakar


Date : 20 June 2020 Chief Financial Officer

125
BLS INTERNATIONAL SERVICES LIMITED | Annual Report 2019-20

Consolidated Statement of
Cash Flows for the year ended March 31, 2020
(H in Lakh)

For the year ended For the year ended


Particulars
March 31, 2020 March 31, 2019
Cash flow from operating activities
Profit for the period (Before tax) 5,482.17 12,169.69
Adjustments to reconcile net profit to net cash by operating activities
Depreciation & amortization expense 1,215.21 1,902.67
Net Loss on sale of property, plant and equipment (2.07) (3,498.38)
Gain on business acquisition - (13.47)
Finance costs 160.27 1,025.25
Bad debts written off 67.18 573.18
Balances written off 1.89 25.78
Fixed assets written off - 299.97
Finance income (619.24) (343.45)
Remeasurement of defined benefit obligation 13.19 (5.15)
Others - 0.49
Foreign currency translation reserve 2,199.22 1,101.83
Operating profit before working capital change 8,517.82 13,238.41
Adjustments for:
(Increase)/ decrease in trade receivables 6,275.67 3,120.90
(Increase)/ decrease in other financial current assets (213.34) 1,700.68
(Increase)/ decrease in other current assets 510.04 130.78
(Increase)/ decrease in other non-current Financial assets (62.48) 139.91
(Increase)/ decrease in non-current loans 13.84 (302.19)
(Increase)/ decrease in provision 46.47 73.61
(Decrease)/increase in trade payable (730.76) (1,521.30)
(Decrease)/ increase in other financial current liabilities (819.84) (755.98)
(Decrease)/ increase in other current liabilities (425.31) (209.33)
Cash from/(used in) operations 13,112.11 15,615.49
Direct taxes paid (1,526.50) (2,276.31)
Net cash flow from/(used in) operating activities 11,585.61 13,339.18
Cash flow from investing activities
Purchase of property, plant and equipment and Intangible assets (1,490.81) (3,099.35)
Sale proceeds from property, plant and equipment and intangibles assets 1,528.85 4,800.29
Proceeds form purchase/sale of investments (312.97) (923.79)
Gain on business acquisition - 13.47
Investments in term deposits (11,050.06) (7,997.15)
Interest incomes 582.94 273.46
Net cash flow used in investing activities (10,742.05) (6,933.08)
Cash flow from financing activities
Repayments of non-current borrowings (877.78) (4,474.14)
Proceeds from non-current borrowings 26.58 26.58
Repayment of current borrowing (Net) (2,811.70) (2,588.12)
Repayment of lease liabilities (12.45) -
Dividend paid (including dividend distribution tax) (1,535.87) (518.29)
Interest paid (164.29) (1,183.38)
Net cash Flow (used in)/from financing activities (5,375.51) (8,737.35)

126
FINANCIAL STATEMENTS

Consolidated Statement of
Cash Flows for the year ended March 31, 2020
(H in Lakh)

For the year ended For the year ended


Particulars
March 31, 2020 March 31, 2019
Net increase /(decrease) in cash and cash equivalent (A+B+C) (4,531.96) (2,331.25)
Cash and cash equivalent at the beginning of the year 6,732.05 8,703.81
cash and cash equivalent acquired during the aquistion new subsidiary - 359.49
Cash and cash equivalent at the end of the year 2,200.09 6,732.05
Components of cash and cash equivalent
Cash on hand 104.04 202.26
With Bank - on current account 2,096.05 6,529.79
Total cash and cash equivalent 2,200.09 6,732.05

Notes:
(a) The above Cash Flow Statement has been prepared under the “Indirect Method” as set out in the Indian Accounting Standard
(Ind AS 7)- Statement of Cash Flows.
(b) Figures in bracket represent cash outflow.
As at Cash inflow/ As at
Particulars
March 31, 2019 (outflows) March 31, 2020
Long term borrowings ( including current maturities) 939.52 (851.20) 88.32
Short term borrowings 2,811.70 (2,811.70) -

As at Cash inflow/ As at
Particulars
March 31, 2018 (outflows) March 31, 2019
Long term borrowings ( including current maturities) 5,384.40 (4,444.88) 939.52
Short term borrowings 5,402.49 (2,590.79) 2,811.70

The accompanying notes referred to above formed an integral part of the consolidated financial statements.

As per our report of even date For and on behalf of the board of directors of
For S S Kothari Mehta & Company BLS International Services Limited
Chartered Accountants
Firm’s registration number: 000756N

Amit Goel Shikhar Aggarwal Nikhil Gupta


Partner Jt. Managing Director Managing Director
Membership number: 500607 DIN No. 06975729 DIN No. 00195694

Place : New Delhi Amit Sudhakar


Date : 20 June 2020 Chief Financial Officer

127
BLS INTERNATIONAL SERVICES LIMITED | Annual Report 2019-20

Consolidated Statement of
Changes in Equity for the year ended March 31, 2020

A. Equity Share Capital


Particulars Amount
As at April 01, 2018 1,024.50
Changes in equity shares capital during the year -
As at March 31, 2019 1,024.50
Changes in equity shares capital during the year -
As at March 31, 2020 1,024.50

B. Other Equity
Retained Other Foreign Other Total Non
Earning Comprehensive currency Reserves Controlling
Income translation Interest
reserve
Balance as at April 01, 2018 (a) 25,136.48 162.17 (268.82) - 25,029.83 8.73
Addition during the year:
Profit for the year transferred from statement of P&L 10,522.27 - - - 10,522.27 38.08
Items of OCI for the year, net of tax:
Remeasurement benefits defined benefits plans - 39.11 - - 39.11 -
Net fair value gain on investments in equity - - - - - -
instruments through OCI
Foreign currency translation reserve - - 1,103.14 - 1,103.14 (1.28)
Total comprehensive income for the year 2018-19 (b) 10,522.27 39.11 1,103.14 - 11,664.52 36.79
Reduction during the year:
Final Dividend (including dividend distribution tax) (514.46) - - - (514.46) -
Total ( c) (514.46) - - (514.46)
Balance as at March 31, 2019 D=(a+b+c) 35,144.29 201.28 834.32 - 36,179.89 45.52
Addition during the year:
Profit for the year transferred from statement of P&L 5,242.51 - - (11.45) 5,231.06 (52.29)
Items of OCI for the year, net of tax
Remeasurement benefits defined benefits plans - 17.48 - - 17.48 -
Net fair value gain on investments in equity - - - - - -
instruments through OCI
Foreign currency translation reserve - - 2,199.22 2,199.22 -
On account of acquisition of shares of Starfin (264.90) (264.90)
Total comprehensive income for the year 2018-19 (b) 4,977.61 17.48 2,199.22 (11.45) 7,182.86 (52.29)
Reduction during the year:
Final Dividend (including dividend distribution tax) (1,024.50) - - - (1,024.50) -
Interim Dividend ( including dividend (516.92) - - - (516.92) -
distribution tax)
Total ( c) (1,541.42) - - - (1,541.42)
Balance as at March 31, 2020 D=(a+b+c) 38,580.48 218.76 3,033.54 (11.45) 41,821.33 (6.77)

As per our report of even date For and on behalf of the board of directors of
For S S Kothari Mehta & Company BLS International Services Limited
Chartered Accountants
Firm’s registration number: 000756N

Amit Goel Shikhar Aggarwal Nikhil Gupta


Partner Jt. Managing Director Managing Director
Membership number: 500607 DIN No. 06975729 DIN No. 00195694

Place : New Delhi Amit Sudhakar


Date : 20 June 2020 Chief Financial Officer

128
FINANCIAL STATEMENTS

Notes to the Consolidated


Financial Statements for the year ended March 31, 2020

1. Corporate information Consular services to various Diplomatic Missions across


the world. The company also provide services related to
BLS International Services Limited (the ‘Company’) is a attestation and apostille on behalf of Ministry of External
Public Limited Company, domiciled and incorporated in Affairs, New Delhi (India).
Indian Companies Act, 2013 (‘the Act’). The registered
office of the company is located at G-4B-1 , Extension The group has its primary listings on the BSE Limited,
Mohan Co-operative Industrial Estate, Mathura Road, NSE Limited and MSE Limited in India.
New Delhi, India.
These financial statements were approved and adopted
The group is engaged in business of providing by Board of Directors of the Company in their meeting
outsourcing and administrative task of Visa, Passport and held on June 20, 2020.
The Holding Company has to consolidate the following subsidiaries/ step down subsidiaries in these financial statements
(hereinafter referred to as “Group” )
Percentage of principal
activities Holding
Name of the Company Location Remarks
March March 31,
31, 2020 2019
BLS E-Services Private Limited India 100% 100% Indian Subsidiary of Holding Company
BLS E-Solutions Private Limited India 100% 100% Indian Subsidiary of Holding Company
BLS IT Services Private Limited India 100% 100% Indian Subsidiary of Holding Company
Reired BLS International Private India 51% 51% Indian Subsidiary of Holding Company
Limited
Starfin India Private Limited India 100% 74% Indian Subsidiary of BLS E services Pvt Limited
BLS Kendras Private Limited India 100% 100% Indian Subsidiary of Holding Company
BLS International FZE, UAE UAE 100% 100% Foreign Subsidiary of Holding Company
BLS International Services, UAE UAE 100% 100% Foreign Subsidiary of BLS International FZE
BLS International Services Norway 75% 75% Foreign Subsidiary of BLS International FZE
Norway A.S
BLS International Services Singapore 100% 100% Foreign Subsidiary of BLS International FZE
Singapore PTE. LTD.
BLS VAS Singapore Pte. Limited Singapore 70% 70% Foreign Subsidiary of BLS International FZE
BLS International Services Canada 100% 100% Foreign Subsidiary of BLS International FZE
Canada INC.
BLS International Services Malaysia 100% 100% Foreign Subsidiary of BLS International FZE
Malaysia SDN BHD
BLS International Services (UK) England 100% 100% Foreign Subsidiary of BLS International FZE
Limited
BLS International Vize Turkey 98% 98% Foreign Subsidiary of BLS International FZE
Hismetleri Limited, Sriketi (w.e.f
November 06, 2018)
Consular Outsourcing BLS USA 100% 100% Foreign Subsidiary of BLS International FZE
Services Inc.
BLS International Services Hong 100% - Foreign Subsidiary of BLS International FZE
Limited (w.e.f. July 03, 2019) Kong
BLS International (pty) Limited South 100% - Foreign Subsidiary of BLS International FZE
(w.e.f. March 02, 2020) Africa

129
BLS INTERNATIONAL SERVICES LIMITED | Annual Report 2019-20

Notes to the Consolidated


Financial Statements for the year ended March 31, 2020

2. Basis of preparation, measurement and significant in the consolidated statement of profit and loss being the
accounting policies profit or loss on disposal of investment in subsidiary.

I. Basis of preparation of financial statements Non-controlling interest’s share of profit / loss of


(i) Statement of compliance : consolidated subsidiaries for the year is identified and
adjusted against the income of the Group in order to
The Consolidated financial statements have been
arrive at the net income attributable to shareholders of
prepared in accordance with Indian Accounting Standards
the group.
(IND AS) as prescribed under Section 133 of the Act
read with Companies (Indian Accounting Standards) Non-controlling interest’s share of net assets of
Rules, 2015 as amended and relevant provisions of the consolidated subsidiaries is identified and presented in
Companies Act, 2013. the consolidated balance sheet.

(ii) Basis of Consolidation (iii) Basis of preparation:


The Group consolidates entities which it owns or These consolidated financial statement are the separate
controls. The consolidated financial statements comprise financial statement of the company(also called the
the consolidated financial statements of the group, its standalone financial statement) prepared in accordance
controlled trusts and its subsidiaries. Control exists with the Indian accounting standard(IND-AS) of Section
when the parent has power over the entity, is exposed, or 133 of the Act read together with the Companies (Indian
has rights, to variable returns from its involvement with Accounting Standards) Rules, 2015, as amended.
the entity and has the ability to affect those returns by
using its power over the entity. Power is demonstrated The financial statements have been prepared and
through existing rights that give the ability to direct presented under the historical cost convention,
relevant activities, those which significantly affect the on the accrual basis of accounting except for
entity’s returns. Subsidiaries are consolidated from the financial assets and liabilities that are measured
date control commences until the date control ceases. at fair values at the end of each reporting period,
as stated in the accounting policy set out below:
The consolidated financial statements of the Group Accounting policies have been consistently applied except
companies are consolidated on a line-by-line basis where a newly issued accounting standard is initially
and intra-group balances and transactions, including adopted or a revision to an existing accounting standard
unrealized gain / loss from such transactions, are requires a change in the accounting policy hitherto in use.
eliminated upon consolidation. These financial
statements are prepared by applying uniform accounting The financial statements are presentation in Indian
policies in use at the Group. Non-controlling interests Rupee (Rs) and all the values are runded off to the nearest
which represent part of the net profit or loss and net thousand, except number of shares, face value of share,
assets of subsidiaries that are not, directly or indirectly, earning per share or wherever otherwise indicated.
owned or controlled by the group, are excluded.
(iv) Functional & presentation currency:
Associates are entities over which the Group has significant Items included in The consolidated financial statements
influence but not control. Investments in associates are of the group are measured using the currency of the
accounted for using the equity method of accounting. The primary economic environment in which the Group
investment is initially recognized at cost, and the carrying operates (“the functional currency”). The consolidated
amount is increased or decreased to recognize the financial statements are presented in Indian National
investor’s share of the profit or loss of the investee after Rupee (‘INR’), which is the Group’s functional and
the acquisition date. The Group’s investment in associates presentation currency.
includes goodwill identified on acquisition.
(v) Use of estimates:
In case of foreign subsidiaries, revenue items are The preparation of the consolidated financial statements
consolidated at the average rate prevailing during the in conformity with IND AS requires management to make
year. All assets and liabilities are converted at rates estimates, judgments and assumptions. These estimates,
prevailing at the end of the year. Any exchange difference judgments and assumptions affect the application of
arising on consolidation is recognized in the Foreign accounting policies and the reported amounts of assets
Currency Translation Reserve (FCTR). and liabilities, the disclosures of contingent assets
The difference between the proceeds from disposal of and liabilities at the date of The consolidated financial
investment in subsidiaries and the carrying amount of its statements and reported amounts of revenues and
assets less liabilities as on the date of disposal is recognized expenses during the period. Application of accounting
policies that require critical accounting estimates

130
FINANCIAL STATEMENTS

Notes to the Consolidated


Financial Statements for the year ended March 31, 2020

involving complex and subjective judgments and the use Commission Income is recognized as per the terms of
of assumptions in these financial statements have been contract entered with Customers & vendors.
disclosed in note.
The group is also engaged in providing services to the
Accounting estimates could change from period bank account holders on behalf of SBI.
to period. Actual results could differ from those
Other income
estimates. Appropriate changes in estimates are
made as management becomes aware of changes in -Interest income
circumstances surrounding the estimates. Changes in Interest income is recognized on time proportion basis
estimates are reflected in The consolidated financial taking into account the amount outstanding and the
statements in the period in which changes are made and, applicable interest rate. Interest income is included
if material, their effects are disclosed in the notes to The under the head ‘Other Income’ in the Statement of Profit
consolidated financial statements. and Loss..

(vi) Current & non current classification: -Dividend income


All assets and liabilities have been classified as current Dividend income is recognized when the right to receive
or non-current as per the group’s normal operating cycle payment is established, which is generally when
and other criteria set out in the Schedule III to the Act. shareholders approve the same
Based on the nature of product & activities of the group
and their realization in cash and cash equivalent, the group -Export Incentives
has determined its operating cycle as twelve months for Revenue is recorded on Export incentive in the form of
the purpose of current and non-current classification of Service Exports from India Scheme (SEIS) on accrual basis
assets and liabilities. Deferred tax assets and liabilities are
- Rent Income
classified as non-current assets and liabilities.
Income from sub-let of property is recognized on accrual
II. Significant Accounting Policies basis in accordance with the sub-let agreement.
The Group has consistently applied the following accounting
(b) Property plant and equipment
policies to all periods presented in the consolidated financial
statements. Property, plant and equipment are carried at cost of
acquisition, on current cost basis less accumulated
(a) Revenue recognition depreciation and accumulated impairment, if any. Cost
Sale of Services comprises purchase price and directly attributable cost of
Revenue from the sale of services is recognized, bringing the asset to its working condition for the intended
when the entity satisfies the performance obligation use. Any trade discounts and rebates are deducted in
by transferring promised service to the customers, arriving at the purchase price. Machinery spares which
the amount of revenue and costs associated with the can be used only in connection with an item of fixed asset
transaction can be measured reliably and no significant and whose use is expected to be irregular are capitalized
uncertainty exists regarding the amount of consideration and depreciated over the useful life of the principal item
that will be derived from the sales of services. revenue of the relevant assets. When significant parts of plant
from the sale of service is measured at the fair value of and equipment are required to be replaced at intervals,
the consideration received or receivable, net of returns the Group depreciates them separately based on their
and allowances and discounts. specific useful lives. Likewise, when a major inspection
is performed, its cost is recognized in the carrying
The group also earns revenue from providing Citizens amount of the plant and equipment as a replacement if
services through Sewa Kendras of Punjab State E the recognition criteria are satisfied. All other repair and
Governance Society which are operationally controlled, maintenance costs are charge to the statement of profit
maintained and Managed by the company. and loss during the year in which they incurred.
The group also provide a list of various related value
An item of property, plant and equipment and any
added services like Courier , Domestic Money Transfer ,
significant part initially recognized is derecognized
Aadhar card etc.
upon disposal or when no future economic benefits
Revenue from services is recognized upon receipt of are expected from its use or disposal. Any gain or loss
money from applicants in an amount that reflects the arising on derecognition of the asset (calculated as the
consideration which the group receive in exchange for difference between the net disposal proceeds and the
the services rendered. carrying amount of the asset) is included in the statement
of profit and loss when the asset is derecognised.

131
BLS INTERNATIONAL SERVICES LIMITED | Annual Report 2019-20

Notes to the Consolidated


Financial Statements for the year ended March 31, 2020

Depreciation is provided on written down value method Financial assets at amortized cost
over the useful lives of property, plant and equipment At the date of initial recognition, financial assets are
as estimated by management. Depreciation is provided held to collect contractual cash flows of principal and
prorata basis on written down value at the rates interest on principal amount outstanding on specified
determined based on estimated useful lives of property, dates. These financial assets are intended to be held until
plant and equipment where applicable, prescribed under maturity. Therefore, they are subsequently measured
Schedule II to the Act. The residual value, useful lifes and at amortized cost by applying the effective interest rate
method of depreciation of property, plant and equipment is (EIR) method to the gross carrying amount of the financial
reviewed at each financial year and adjusted prospectively, asset. The EIR amortization is included as interest income
if appropriate. The useful life of various class of items in the profit or loss. The losses arising from impairment
considered in the financial statements is as under are recognized in the profit or loss.
(c) Intangible Assets 
Financial assets at fair value through other
Intangible assets are recognized, if the future economic comprehensive income
benefits attributable to the assets are expected to flow to At the date of initial recognition, financial assets are held
the group and cost of the asset can be measured reliably. to collect contractual cash flows of principal and interest
All other expenditure is expensed as incurred. The same on principal amount outstanding on specified dates, as
are amortized over the expected duration of benefits. well as held for selling. Therefore, they are subsequently
Such intangible assets are measured at cost less any measured at each reporting date at fair value, with all fair
accumulated amortization and impairment losses, if value movements recognized in other comprehensive
any and are amortized over their respective individual income (OCI). Interest income calculated using the
estimated useful life on straight line method. effective interest rate (EIR) method, impairment gain or
loss and foreign exchange gain or loss are recognized in
The amortization period and the amortization method for
the statement of profit and loss. On derecognition of the
an intangible asset with a finite useful life are reviewed
asset, cumulative gain or loss previously recognized in
at least at the end of each reporting period and adjusted
other comprehensive income is reclassified from the OCI
prospectively, if appropriate.
to statement of profit and loss.
(d) Impairment
Financial assets at fair value through profit or loss
The carrying amount of property, plant and equipment,
At the date of initial recognition, financial assets are held
intangible assets and investment property are reviewed
for trading, or which are measured neither at amortized
at each balance sheet date to assess impairment if any,
cost nor at fair value through OCI. Therefore, they are
based on internal / external factors. An asset is treated
subsequently measured at each reporting date at fair
as impaired, when the carrying cost of asset exceeds its
value, with all fair value movements recognized in the
recoverable value, being higher of value in use and net
Statement of profit and loss.
selling price. An impairment loss is recognized as an
expense in the statement of profit and loss in the year in Trade receivables, advances, security deposits, cash and
which an asset is identified as impaired. The impairment cash equivalents etc. are classified for measurement at
loss recognized in prior accounting period is reversed, if amortized cost while investments may fall under any of
there has been an improvement in recoverable amount. the aforesaid classes. However, in respect of particular
investments in equity instruments that would otherwise
(e) Financial instruments
be measured at fair value through profit or loss, an
A financial Instrument is any contract that gives rise to irrevocable election at initial recognition may be made to
a financial asset of one entity and a financial liability or present subsequent changes in fair value through other
equity instrument of another entity. comprehensive income.
- Financial assets Investment in equity shares
Financial assets include investments, trade receivables, Investments in equity securities are initially measured
advances, security deposits, cash and cash equivalents. at cost. Any subsequent fair value gain or loss is
recognized through profit or loss if such investments in
At initial recognition, all financial assets are measured
equity securities are held for trading purposes. The fair
at fair value. Such financial assets are subsequently
value gains or losses of all other equity securities are
classified under following three categories according to
recognized in other comprehensive income.
the purpose for which they are held. The classification is
reviewed at the end of each reporting period.

132
FINANCIAL STATEMENTS

Notes to the Consolidated


Financial Statements for the year ended March 31, 2020

Investments in subsidiaries & joint ventures (f) Fair value measurement


Investment in subsidiaries, associates and joint ventures Fair value is the price that would be received to sell an
are carried at cost less accumulated impairment, if any. asset or paid to transfer a liability in an orderly transaction
between market participants at the measurement date,
Impairment regardless of whether that price is directly observable or
The Group assesses at each reporting date whether a estimated using other valuation technique. In estimating
financial asset (or a group of financial assets) such as the fair value of the characteristics of the asset or liability
investments, trade receivables, advances and security if market participants would take those characteristics
deposits held at amortized cost and financial assets that into account when pricing the asset or liability at the
are measured at fair value through other comprehensive measurement date.
income are tested for impairment based on evidence or
information that is available without undue cost or effort. Fair values for measurement and/ or disclosure purposes
Expected credit losses are assessed and loss allowances are categorized into Level 1, 2, or 3 based on the degree
recognized if the credit quality of the financial asset has to which the inputs to the fair value measurements are
deteriorated significantly since initial recognition. observable and the significance of the inputs to the fair
value measurement in its entirety, which are described
De-recognition as follows:
The Group derecognizes a financial asset when the
Level 1 - This includes financial instruments measured
contractual rights to the cash flows from the financial
using quoted prices.
asset expire or it transfers the rights to receive the
contractual cash flows in a transaction in which Level 2 - The fair value of financial instruments that
substantially all of the risks and rewards of ownership of are not traded in an active market is determined
the financial asset are transferred or in which the Group using valuation techniques which maximize the use of
neither transfers nor retains substantially all of the risks observable market data and rely as little as possible on
and rewards of ownership and does not retain control of entity-specific estimates. If all significant inputs required
the financial asset. to fair value an instrument are observable, the instrument
is included in level 2. Inputs other than quoted prices
If the group enters into transactions whereby it transfers
included within Level 1 that are observable for the asset
assets recognized on its balance sheet, but retains
or liability, either directly (i.e. as prices) or indirectly (i.e.
either all or substantially all of the risks and rewards of
Derived from prices).
the transferred assets, the transferred assets are not
derecognized. Level 3 - If one or more of the significant inputs is not
based on observable market data, the instrument is
Financial liabilities
included in level 3.
Borrowings, trade payables and other financial liabilities
are initially recognized at the value of the respective (g) Leases
contractual obligations. They are subsequently Leases are recognized as a finance lease whenever the
measured at amortized cost. Any discount or premium on terms of the lease transfer substantially all the risks and
redemption / settlement is recognized in the statement of rewards of ownership to the lessee. All other leases are
profit and loss as finance cost over the life of the liability classified as operating leases.
using the effective interest method.
Ind AS 116 Leases
For trade and other payables maturing within one year
Ind AS 116 Leases was notified by MCA on 30 March 2019
from the balance sheet date, the carrying amounts
and it replaces Ind AS 17 Leases, including appendices
approximate fair value due to the short maturity of these
thereto. Ind AS 116 is effective for annual periods
instruments.
beginning on or after 1 April 2019. Ind AS 116 sets out the
Offsetting of financial instruments principles for the recognition, measurement, presentation
and disclosure of leases and requires lessees to account
Financial assets and liabilities are offset and the net
for all leases under a single on-balance sheet model
amount is included in the balance sheet where there
similar to the accounting for finance leases under Ind AS
is a legally enforceable right to offset the recognized
17. The standard includes two recognition exemptions
amounts and there is an intention to settle on a net basis
for lessees – leases of ‘low-value’ assets (e.g., personal
or realize the asset and settle the liability simultaneously.
computers) and short-term leases (i.e., leases with a
lease term of 12 months or less).

133
BLS INTERNATIONAL SERVICES LIMITED | Annual Report 2019-20

Notes to the Consolidated


Financial Statements for the year ended March 31, 2020

The Group intends to adopt these standards from 1 straight-line basis from the commencement date
April 2019. The impact on adoption of Ind AS 116 on the over the shorter of the lease term and the estimated
financial statements is given below. useful lives of the assets.

Transition to Ind AS 116 If ownership of the leased asset transfers to


The Group is proposing to use the ‘Modified Retrospective the Company at the end of the lease term or the
Approach’ for transitioning to Ind AS 116, and take the cost reflects the exercise of a purchase option,
cumulative adjustment to retained earnings, on the date of depreciation is calculated using the estimated
initial application (April 1, 2019). Accordingly, comparatives useful life of the asset. Leasehold land is amortised
for the year ending or ended March 31, 2019 will not be over a period of lease.
retrospectively adjusted. The Group has elected certain
ii) Lease liabilities
available practical expedients on transition.
At the commencement date of the lease, the
Group as a Lessee Company recognises lease liabilities measured at
Assets used under finance leases are recognized as the present value of lease payments to be made
property, plant and equipment in the Balance Sheet for over the lease term. The lease payments include
an amount that corresponds to the lower of fair value fixed payments (including in-substance fixed
and the present value of minimum lease payments payments) less any lease incentives receivable,
determined at the inception of the lease and a liability is variable lease payments that depend on an index
recognized for an equivalent amount. or a rate, and amounts expected to be paid under
residual value guarantees. The lease payments
The minimum lease payments are apportioned between also include the exercise price of a purchase option
finance charges and reduction of the lease liability reasonably certain to be exercised by the Company
so as to achieve a constant rate of interest on the and payments of penalties for terminating the lease,
remaining balance of the liability. Finance charges if the lease term reflects the Company exercising the
are recognized in the Statement of Profit and Loss. option to terminate. Variable lease payments that
Rentals payable under operating leases are charged to do not depend on an index or a rate are recognised
the Statement of Profit and Loss on a straight-line basis as expenses (unless they are incurred to produce
over the term of the relevant lease unless the payments inventories) in the period in which the event or
to the lessor are structured to increase in line with condition that triggers the payment occurs.
expected general inflation to compensate for the lessor’s
expected inflationary cost increases. In calculating the present value of lease payments,
the Company uses its incremental borrowing rate at
Group as a Lessor the lease commencement date because the interest
Leases in which the group does not transfer substantially rate implicit in the lease is not readily determinable.
all the risks and rewards of ownership of an asset are After the commencement date, the amount of lease
classified as operating leases. Where the group is a lessor liabilities is increased to reflect the accretion of
under an operating lease, the asset is capitalized within interest and reduced for the lease payments made.
property, plant and equipment and depreciated over its In addition, the carrying amount of lease liabilities
useful economic life. Payments received under operating is re-measured if there is a modification, a change
leases are recognized in the Statement of Profit and Loss in the lease term, a change in the lease payments
on a straight-line basis over the term of the lease. (e.g., changes to future payments resulting from a
change in an index or rate used to determine such
i) Right-of-use assets lease payments) or a change in the assessment of
The Company recognises right-of-use assets at the an option to purchase the underlying asset.
commencement date of the lease (i.e., the date the
Lease liabilities and Right-of-use assets have been
underlying asset is available for use). Right-of-use
presented as a separate line in the balance sheet.
assets are measured at cost, less any accumulated
Lease payments have been classified as cash used
depreciation and impairment losses, and adjusted
in financing activities.
for any re-measurement of lease liabilities. The
cost of right-of-use assets includes the amount (h) Employee benefit
of lease liabilities recognised, initial direct costs
i. Provident fund
incurred, and lease payments made at or before
the commencement date less any lease incentives The group makes contributions to statutory provident
received. Right-of-use assets are depreciated on a fund in accordance with the Employees Provident Fund
and Miscellaneous Provisions Act, 1952, which is a

134
FINANCIAL STATEMENTS

Notes to the Consolidated


Financial Statements for the year ended March 31, 2020

defined contribution plan. The Group’s contributions paid/ (j) Income Tax
payable under the scheme is recognized as an expense Income tax expense comprises current and deferred tax.
in the statement of profit and loss during the period in It is recognized in profit or loss except to the extent that it
which the employee renders the related service. relates to items recognized directly in equity or in Other
Comprehensive Income.
ii. Gratuity
Gratuity is a post employment benefit and is in the nature - Current tax
of a defined benefit plan. The liability recognized in the Current tax comprises the expected tax payable or
balance sheet in respect of gratuity is the present value receivable on the taxable income or loss for the year
of the defined benefit obligation at the balance sheet after taking credit of the benefits available under the
date less the fair value of plan assets, together with Income Tax Act and any adjustment to the tax payable or
adjustments for unrecognized actuarial gains or losses receivable in respect of previous years. It is measured
and past service costs. The defined benefit obligation using tax rates enacted or substantively enacted at the
is determined by actuarial valuation as on the balance reporting date.
sheet date, using the projected unit credit method.
Current tax assets and liabilities are offset only if, the
Actuarial gains and losses arising from experience group:
adjustments and changes in actuarial assumptions are
charged or credited to the statement of profit and loss in i) has a legally enforceable right to set off the
the year in which such gains or losses arise. recognized amounts; and

iii. Other short term benefits ii) intends either to settle on a net basis, or to realize
Expense in respect of other short term benefit is the asset and settle the liability simultaneously.
recognized on the basis of amount paid or payable for
- Deferred tax
the period during which services are rendered by the
employee. Deferred tax is recognized in respect of temporary
differences between the carrying amounts of assets
(i) Earning per share and liabilities for financial reporting purposes and the
Basic earnings per equity share is computed by dividing corresponding tax bases used for taxation purposes.
the net profit attributable to the equity holders of the
Deferred tax is not recognized for:
group by the weighted average number of equity shares
outstanding during the period. i) temporary differences on the initial recognition
of assets or liabilities in a transaction that is not
Diluted earnings per equity share is computed by a business combination and that affects neither
dividing the net profit attributable to the equity holders accounting nor taxable profit or loss; and
of the group by the weighted average number of equity
shares considered for deriving basic earnings per equity ii) temporary differences related to investments in
share and also the weighted average number of equity subsidiaries, associates and joint arrangements
shares that could have been issued upon conversion of to the extent that the group is able to control the
all dilutive potential equity shares. The dilutive potential timing of the reversal of the temporary differences
equity shares are adjusted for the proceeds receivable and it is probable that they will not reverse in the
had the equity shares been actually issued at fair value foreseeable future.
(i.e. the average market value of the outstanding equity A deferred income tax asset is recognized to the extent
shares). Dilutive potential equity shares are deemed that it is probable that future taxable profits will be
converted as of the beginning of the period, unless available against which deductible temporary differences
issued at a later date. Dilutive potential equity shares are and tax losses can be utilized. Deferred tax assets are
determined independently for each period presented. reviewed at each reporting date and are reduced to the
The number of equity shares and potentially dilutive extent that it is no longer probable that the related tax
equity shares are adjusted retrospectively for all periods benefit will be realized; such reductions are reversed
presented for any share splits and bonus shares issues when the probability of future taxable profits improves.
including for changes effected prior to the approval of The Unrecognized deferred tax assets are reassessed at
consolidated financial statements by the Board of Directors. each reporting date and recognized to the extent that it
has become probable that future taxable profits will be
available against which they can be used.

135
BLS INTERNATIONAL SERVICES LIMITED | Annual Report 2019-20

Notes to the Consolidated


Financial Statements for the year ended March 31, 2020

Deferred tax is measured at the tax rates that are (n) Foreign currency transactions
expected to be applied to temporary differences when The functional and presentation currency of the group
they reverse, using tax rates enacted or substantively is Indian Rupee. Transactions in foreign currency are
enacted at the reporting date. The measurement of accounted for at the exchange rate prevailing on the
deferred tax reflects the tax consequences that would transaction date. Gains/ losses arising on settlement as
follow from the manner in which the group expects, at the also on translation of monetary items are recognized in
reporting date, to recover or settle the carrying amount the Statement of Profit and Loss. Exchange differences
of its assets and liabilities. arising on monetary items that, in substance, form part of
the group’s net investment in a foreign operation (having
Deferred tax assets and liabilities are offset only if:
a functional currency other than Indian Rupee) are
i) The entity has a legally enforceable right to set off accumulated in Foreign Currency Translation Reserve.
current tax assets against current tax liabilities; and
(o) Cash flow statements
ii) The deferred tax assets and the deferred tax
Cash flows are reported using the indirect method,
liabilities relate to income taxes levied by the same
whereby profit for the period is adjusted for the effects
taxation authority on the same taxable entity.
of transactions of a non-cash nature, any deferrals or
(k) Borrowing cost accruals of past or future operating cash receipts or
payments and item of income or expenses associated
Borrowing cost that are directly attributable to the
with investing or financing cash flows. The cash flows
acquisition, construction, or production of a qualifying
from operating, investing and financing activities of the
asset are capitalized as a part of the cost of such asset till
Group are segregated. The group considers all highly
such time the asset is ready for its intended use or sale.
liquid investments that are readily convertible to known
Borrowing cost consist of interest and other costs that an
amounts of cash to be cash equivalents.
entity incurs in connection with the borrowing of funds.
Borrowing costs also includes exchange differences to the (p) Operating segments
extent regarded as an adjustment to the borrowing costs.
(i) Identification of segments
A qualifying asset is an asset that necessarily requires
a substantial period of time to get ready for its intended The group’s operating businesses are organized and
use or sale. All other borrowing cost are recognized as managed separately according to the nature of products
expense in the period in which they are incurred. and services provided, with each segment representing a
strategic business unit that offers different products and
(l) Cash & cash equivalents serves different markets. The analysis of geographical
For the purpose of presentation in the statement of cash segments is based on the areas in which major operating
flows, cash and cash equivalents includes cash on hand, divisions of the group operate.
deposits held at call with financial institutions, other short
(ii) Unallocated items
term, highly liquid investments with original maturities of
three months or less that are readily convertible to known Unallocated items include general corporate income and
amounts of cash and which are subject to an insignificant expense items which are not allocated to any business
risk of changes in value. segment.

(m) Provisions, contingent assets & contingent liabilities: (iii) Segment accounting policies
A provision is recognized if, as a result of a past event, The group prepares its segment information in conformity
the group has a present legal or constructive obligation with the accounting policies adopted for preparing and
that can be estimated reliably, and it is probable that an presenting The consolidated financial statements of the
outflow of economic benefits will be required to settle group as a whole.
the obligation. If the effect of the time value of money is
material, provisions are determined by discounting the (q) Business combination:
expected future cash flows at a pre-tax rate that reflects Business combinations are accounted for using the
current market assessments of the time value of money acquisition accounting method as at the date of the
and the risks specific to the liability. Where discounting is acquisition, which is the date at which control is
used, the increase in the provision due to the passage of transferred to the group. The consideration transferred
time is recognized as a finance cost. Contingent Liability in the acquisition and the identifiable assets acquired and
is disclosed after careful evaluation of facts, uncertainties liabilities assumed are recognized at fair values on their
and possibility of reimbursement, unless the possibility of acquisition date. Goodwill is initially measured at cost,
an outflow of resources embodying economic benefits is being the excess of the aggregate of the consideration
remote. Contingent liabilities are not recognized but are
transferred and the amount recognized for non-
disclosed in notes. Contingent assets are not disclosed in
controlling interests, and any previous interest held,
The consolidated financial statements unless an inflow of
over the net identifiable assets acquired and liabilities
economic benefits is probable
assumed. The group recognizes any non-controlling

136
FINANCIAL STATEMENTS

Notes to the Consolidated


Financial Statements for the year ended March 31, 2020

interest in the acquired entity on an acquisition-by- d) Fair Value Measurement of Financial Instruments.
acquisition basis either at fair value or at the non- When the fair values of financial assets and financial
controlling interest’s proportionate share of the acquired liabilities recorded in the balance sheet cannot be
entity’s net identifiable assets. Consideration transferred measured based on quoted prices in active markets,
does not include amounts related to settlement of pre-
their fair value is measured using valuation techniques
existing relationships. Such amounts are recognized in
including the Discounted Cash Flow (DCF) model. The
the Statement of Profit and Loss.
inputs to these models are taken from observable
Transaction costs are expensed as incurred, other than markets where possible, but where this is not feasible,
those incurred in relation to the issue of debt or equity a degree of judgment is required in establishing fair
securities. Any contingent consideration payable is values. Judgments include considerations of inputs
measured at fair value at the acquisition date. Subsequent such as liquidity risk, credit risk and volatility. Changes
changes in the fair value of contingent consideration are in assumptions about these factors could affect the
recognized in the Statement of Profit and Loss. reported fair value of financial instruments.

III Significant accounting judgments, estimates & e) Defined Benefit Plans


assumptions The cost of the defined benefit plan and other post-
In the process of applying the Group’s accounting employment benefits and the present value of such
policies, management has made the following estimates, obligation are determined using actuarial valuations. An
assumptions and judgments which have significant effect actuarial valuation involves making various assumptions
on the amounts recognized in the financial statement: that may differ from actual developments in future.
These Includes the determination of the discount rate,
a) Income taxes future salary increases, mortality rates and attrition
Judgment of the Management is required for the rate. Due to the complexities involved in the valuation
calculation of provision for income taxes and deferred tax and its long-term nature, a defined benefit obligation
assets and liabilities. The Group reviews at each balance is highly sensitive to changes in these assumptions. All
sheet date the carrying amount of deferred tax assets. assumptions are reviewed at each reporting date.
The factors used in estimates may differ from actual
outcome which could lead to significant adjustment f) Depreciation / amortization and useful lives of property
to the amounts reported in the consolidated financial plant and equipment / intangible assets
statements. Property, plant and equipment / Intangible assets are
depreciated / amortized over their estimated useful
b) Provision for contingencies lives, after taking into account estimated residual
Judgment of the Management is required for estimating value. Management reviews the estimated useful lives
the possible outflow of resources, if any, in respect of and residual values of the assets annually in order to
contingencies/claim/litigations against the group as it is determine the amount of depreciation / amortization to
not possible to predict the outcome of pending matters be recorded during any reporting period. The useful lives
with accuracy. and residual values are based on the Group’s historical
experience with similar assets and take into account
c) 
Allowance for uncollected accounts receivable and
anticipated technological changes. The depreciation /
advances
amortization for future periods is revised if there are
Trade receivables do not carry any interest and are significant changes from previous estimates.
stated at their normal value as reduced by appropriate
allowances for estimated irrecoverable amounts. IV Recent accounting pronouncements
Individual trade receivables are written off when During the year Ministry of Corporate affairs hasn’t
management deems them not collectible. Impairment is issue any standard which has been applicable from April
made on ECL, which are the present value of the cash 01, 2020.
shortfall over the expected life of the financial assets.

137
3 PROPERTY, PLANT & EQUIPMENT

138
(H in Lakh)
Tangible assets
Land (building) Lease hold Computers Office Plant & Furniture & Vehicles Right-to- Total Tangible Capital Total
improvement Equipment machinery Fixtures use assets work-in
in progress progress
Gross Block
As at April 01, 2018 546.32 209.72 6,705.38 1,631.00 - 736.02 521.20 - 10,349.63 - 10,349.63
Additions 560.43 112.01 45.02 104.84 - 51.34 100.27 - 973.90 262.55 1,236.45
Business Combination - 5.86 19.06 7.99 3.08 33.61 13.86 - 83.47 - 83.47
Disposals (399.09) - (4,903.93) (729.33) - - (43.50) - (6,075.85) - (6,075.85)
Assets Written off - - (1,680.24) (52.74) (3.08) (6.55) - - (1,742.61) - (1,742.61)
Foreign fluctuation 34.76 12.04 - 42.72 - 32.29 4.01 - 125.82 - 125.82
As at March 31, 2019 742.42 339.63 185.29 1,004.47 - 846.72 595.83 - 3,714.36 262.55 3,976.92
Additions - 45.51 22.42 36.72 - 34.04 236.60 21.73 397.01 32.45 429.46
Business Combination - - - 26.20 - 25.63 51.83 51.83
Disposals - - - - - (34.75) - (34.75) (318.07) (352.82)
Asset Write off - - - (2.95) - - - - (2.95) - (2.95)
Foreign fluctuation 65.22 28.44 - 75.42 - 57.24 6.92 233.24 23.06 256.30
Financial Statements

As at March 31, 2020 807.64 413.58 207.70 1,139.86 - 963.63 804.60 21.73 4,358.74 0.00 4,358.74
Accumulated depreciation
As at April 01, 2018 24.36 83.32 4,855.73 876.54 - 233.97 224.95 - 6,298.88 - 6,298.88
Notes to the Consolidated

Charge for the year 33.01 67.17 712.92 214.86 0.05 67.72 85.23 - 1,180.95 - 1,180.95
Business Combination - 0.75 18.19 6.45 2.24 9.31 11.50 48.43 - 48.43
Disposals (37.57) - (4,053.12) (507.05) - - (35.43) - (4,633.18) - (4,633.18)
Foreign Fluctuation 13.64 (7.90) - 27.26 - 9.68 1.26 - 43.95 - 43.95
Asset Written off - - (1,401.21) (40.22) (2.29) (5.53) - - (1,449.25) - (1,449.25)
BLS INTERNATIONAL SERVICES LIMITED | Annual Report 2019-20

As at March 31, 2019 33.43 143.35 132.51 577.84 0.00 315.15 287.50 - 1,489.78 - 1,489.78
Charge for the year 38.11 90.16 39.83 87.84 - 72.42 117.51 12.89 458.76 - 458.76
Business Combination - - - 11.98 - 16.39 - - 28.37 - 28.37
Disposals - - - - - - (18.58) - (18.58) - (18.58)
for the year ended March 31, 2020

Foreign Fluctuation 5.32 18.24 - 49.85 - 26.31 2.00 - 101.73 101.73


As at March 31, 2020 76.86 251.75 172.34 727.51 0.00 430.27 388.43 12.89 2,060.05 - 2,060.05
Net block as at March 31, 2019 708.99 196.28 52.78 426.63 (0.00) 531.57 308.33 - 2,224.58 262.55 2,487.14
Net block as at March 31, 2020 730.78 161.83 35.36 412.36 (0.00) 533.36 416.17 8.84 2,298.68 0.00 2,298.68
FINANCIAL STATEMENTS

Notes to the Consolidated


Financial Statements for the year ended March 31, 2020

4 INTANGIBLE ASSET
(H in Lakh)
Particulars Intangible assets
Gross Block
As at April 01, 2018 2,188.04
Additions 1,843.72
Disposals -
Foreign fluctuation 128.48
Asset Written off (1.29)
As at March 31, 2019 4,158.94
Additions 659.93
Disposals (1,529.41)
Foreign fluctuation 359.84
As at March 31, 2020 3,649.31
Accumulated depreciation
As at April 01, 2018 1,292.88
Charge for the year 721.72
Relating to disposals -
Foreign Fluctuation 68.52
Asset Written off (1.12)
As at March 31, 2019 2,081.99
Charge for the year 756.45
Relating to disposals (410.25)
Foreign Fluctuation 203.71
As at March 31, 2020 2,631.90
Net block as at March 31, 2019 2,076.95
Net block as at March 31, 2020 1,017.41

(H in Lakh)
Lease Liability 2019-20
As at April 1, 2019
Additions 21.73
Deletions -
Accretion of interest 1.27
Payments 13.73
As at March 31, 2020 9.27
Current 9.27
Non-current -

The maturity analysis of lease liabilities are disclosed in note 38C (c)

The effective interest rate for lease liabilities is 10%, with maturity between 2020-2022.

The following are the amounts recognised in statement of profit or loss:


(H in Lakh)
Year ended March 31, 2020 (Leases under Ind AS 116) 2019-20
Depreciation expense of right of use assets 12.89
Interest expense on lease liabilities 1.27
Expense relating to short-term leases (included in other expenses) 1,377.92
Expense relating to leases of low-value assets (included in other expenses) -
Total amount recognised in statement of profit or loss 1,392.08

139
BLS INTERNATIONAL SERVICES LIMITED | Annual Report 2019-20

Notes to the Consolidated


Financial Statements for the year ended March 31, 2020

5. Investments in Associates
(H in Lakh)
As at As at
Particulars
March 31, 2020 March 31, 2019
Investment in associates- unquoted
BLS International Visa Services-Austria 0.06 0.06
10 (March 31, 2019: 10 ) Fully paid up Ordinary shares of EURO 10 each
BLS International Visa Services-Baltic, Lithuania 0.91 0.91
(50 (March 31, 2019: 50) Fully paid up Ordinary shares of 100 LITA each
BLS International Visa Services Poland SP.Z.O.O. 0.19 0.19
25 (March 31, 2019: 25) Fully paid up Ordinary shares of PLN 50 each
Total 1.17 1.17
Aggregate amount of unquoted investments 1.17 1.17
Fair value of unquoted investment 1.17 1.17
Aggregate amount of impairment in value of investments - -
- -

6. Non Current Investment


(H in Lakh)
As at As at
Particulars
March 31, 2020 March 31, 2019
Equity instruments: unquoted
Carried at fair value through other Comprehensive Income
BLS Polymers Limited 270.54 271.44
900,000 (March 31, 2019: 900,000) fully paid up equity shares of H 10 each
BLS Ecotech Limited 167.21 157.88
375,000 (March 31, 2019: 375,000) fully paid up equity shares of H 20 each
DSS Gulf Realtors Ltd 2,412.81 2,412.81
1000 ( March 31, 2019: 1000) fully paid up equity shares of 1 AED each
BLS E-Services (Bangladesh) Limited 0.42 0.42
4900 ( March 31, 2019: 4900) fully paid up equity shares of TK10 each
BLS VISA services, Alegria 0.36 -
49000 ( March 31, 2019: NIL) fully paid up equity shares of DZD 1000 each
Total 2,851.34 2,842.55
Aggregate amount of unquoted investments 2,851.34 2,842.55
Fair value of unquoted investment 2,851.34 2,842.55

7. Loans: Non-Current
(un-secured, considered good unless otherwise stated)
(H in Lakh)
As at As at
Particulars
March 31, 2020 March 31, 2019
Carried at amortized cost
Security deposits 20.62 34.46
Total 20.62 34.46

8. Other Financial Assets - Non Current


(H in Lakh)
As at As at
Particulars
March 31, 2020 March 31, 2019
Carried at amortized cost
Term deposits with maturity more than 12 months* 626.35 564.34
Interest accrued on FDR 56.86 20.56
Total 683.21 584.90

* H 601.11 pledged against bank guarantees (March 31, 2019: H 522.00)

140
FINANCIAL STATEMENTS

Notes to the Consolidated


Financial Statements for the year ended March 31, 2020

9. Deferred Tax Assets / Deferred Tax Liabilities (Net)


(H in Lakh)
As at As at
Particulars Movement
March 31, 2020 March 31, 2019
Deferred Tax Assets on:
Difference between book value of depreciable assets as per 588.42 (493.32) 95.09
books of accounts and written down value as per income tax.
Provision for employee benefit 24.58 (0.38) 24.20
Others (0.46) 0.66 0.20
Deferred Tax Liability on:
Fair valuation of Investments (62.41) 0.83 (61.57)
Impact of foreign fluctuation - (50.77) -
Deferred tax Assets / (Deferred tax liability) Net (a-b) 550.13 (542.98) 57.91

10. Other Non-Current Assets


(H in Lakh)
As at As at
Particulars
March 31, 2020 March 31, 2019
Unamortized value of security deposits 1.22 4.58
Total 1.22 4.58

11. Trade Receivables


(H in Lakh)
As at As at
Particulars
March 31, 2020 March 31, 2019
Unsecured
Considered good* 11,274.75 17,619.49
Which have significant increase in credit risk 164.81 -
11,439.56 17,619.49
Less: Allowances for expected credit losses (164.81) -
Total 11,274.75 17,619.49
Above trade receivables includes (refer note 37) :
BLS International Visa Services-Austria 0.21 0.43
BLS International Visa Services Philippine Inc. 23.67 22.79

12. Cash and Cash Equivalents


(H in Lakh)
As at As at
Particulars
March 31, 2020 March 31, 2019
Balance with Banks
in current accounts 1,872.14 6,520.33
term deposits with original maturity of less than three months* 223.91 9.46
Cash in hand 104.04 202.26
Total 2,200.09 6,732.05
* H 90.96 pledge against bank guarantees (March 31, 2019 : H 9.47)

13. Bank Balances other than Cash and Cash Equivalents


(H in Lakh)
As at As at
Particulars
March 31, 2020 March 31, 2019
Earmarked balances with banks:
Unclaimed dividend account 8.56 3.01
Investment in term deposits (with original maturity of more than three months but less 21,721.49 10,676.98
than twelve months)*
Total 21,730.05 10,679.99
* H 1693.63 pledge against bank guarantees (March 31, 2019 : H 623.13)
141
BLS INTERNATIONAL SERVICES LIMITED | Annual Report 2019-20

Notes to the Consolidated


Financial Statements for the year ended March 31, 2020

14. Other Financials Assets: Current


(Unsecured, considered good)
(H in Lakh)
As at As at
Particulars
March 31, 2020 March 31, 2019
Financial assets carried at amortized cost
Interest accrued but not due:
-on term deposits 44.75 61.23
Others recoverable 695.98 836.62
Security deposits* 1,292.27 1,236.32
Advance to employees 24.46 9.53
Due from Others** 286.82 -
Recoverable from Punjab Govt ( PSeGS)# 204.33 207.61
Wallet assets 46.31 30.27
Total 2,594.92 2,381.58
# Reimbursement of diesel & electricity expenses
* includes security deposit from related parties, refer note 37
Mr. Diwakar Aggarwal 166.30 166.30
Mr. Sushil Aggarwal 100.00 100.00
** includes amount due from related parties, refer note 37
DSS Gulf Realtors Ltd. 121.82 110.77
BLS International Visa Services-Baltic 2.92 -

15. Other Current Assets


(H in Lakh)
As at As at
Particulars
March 31, 2020 March 31, 2019
Prepaid expenses 213.84 233.68
Advances to suppliers 101.03 746.53
GST recoverable - 60.57
Balance with government authorities 131.26 136.28
Wallet assets 1.48 -
Other receivable 0.73 56.02
Accrued Income 274.70 -
Total 723.04 1,233.08

16. Current Tax Assets (Net)


(H in Lakh)
As at As at
Particulars
March 31, 2020 March 31, 2019
Advance tax (net) 175.86 -
Total 175.86 -

17. Equity Share Capital


(H in Lakh)
As at As at
Particulars
March 31, 2020 March 31, 2019
Authorized Share Capital
20,24,50,000 (March 31, 2019: 20,24,50,000) equity shares of H 1/- each 2,024.50 2,024.50
Issued, subscribed and fully paid-up
10,24,50,000 (March 31, 2019: 10,24,50,000) equity shares of H 1/- each 1,024.50 1,024.50
Total 1,024.50 1,024.50

142
FINANCIAL STATEMENTS

Notes to the Consolidated


Financial Statements for the year ended March 31, 2020

a) Reconciliation of shares outstanding at the beginning and at the end of the year

As at March 31, 2020 As at March 31, 2019


Equity Shares Number of Amount Number of Amount
shares shares
Balance as at the beginning of the year 10,24,50,000 1,024.50 102450000 1,024.50
Add: Issued during the year - - - -
Balance as at the closing of the year 10,24,50,000 1,024.50 102450000 1,024.50

b) Terms/rights attached to equity shares


Equity shares: The Company has only one class of equity shares having a par value of Re. 1 per share. Each holder of equity
shares is entitled to one vote per share. In the event of liquidation of the company, the holder of equity shares will be entitled
to receive any of the remaining assets of the company, after distribution of all preferential amounts, if any. The distribution
will be in proportion of the number of equity shares held by the shareholders. The dividend proposed, if any, by the Board
of Directors is subject to approval of the Shareholders in the ensuing Annual General Meeting except in the case of Interim
Dividend.

c) Details of equity shares held by shareholders holding more than 5% of the aggregate shares in the Company

As at March 31, 2020 As at March 31, 2019


Name of shareholder Number of Percentage Number of Percentage
shares (%) shares (%)
Diwakar Aggarwal 87,24,520 8.52% 87,24,520 8.52%

d) d). The Company has not issued any bonus shares and there is no buy back of shares in the current year and preceding five
years for consideration other than cash.

18. Other Equity


(H in Lakh)
As at As at
Particulars
March 31, 2020 March 31, 2019
Retained earnings
Balance as per last financial statements 35,144.29 25,136.48
Add: Profit for the year 5,242.51 10,522.27
40,386.80 35,658.75
On account of acquisition of shares of Starfin India Private Limited (264.90) -
Final Dividend (1,024.50) (514.46)
Interim Dividend ( including dividend distribution tax) (516.92) -
sub-total (a) 38,580.48 35,144.29
Other comprehensive income (OCI)
Balance as per last financial statements 201.28 162.17
Add: Movement in OCI (net) during the year 17.48 39.11
sub-total (b) 218.76 201.28
Foreign currency translation reserve
Opening balance 834.32 (268.82)
Add: Movement during the year 2,199.22 1,103.14
sub-total (c) 3,033.54 834.32
Other reserve
Opening balance - -
Add: Movement during the year (11.45) -
sub-total (d) (11.45) -
Total (a+b+c+d) 41,821.33 36,179.89
Non- controlling interest
Opening balance 45.52 8.73
Add: Movement during the year (52.29) 36.79
sub-total (6.77) 45.52

143
BLS INTERNATIONAL SERVICES LIMITED | Annual Report 2019-20

Notes to the Consolidated


Financial Statements for the year ended March 31, 2020

A. Description of nature and purpose of each reserve


i Equity instruments through other comprehensive income

This represents the cumulative gain or losses arising on the revaluation of equity instruments measured at fair value
through other comprehensive income, under an irrevocable option, net of amount reclassified to retained earnings
when such assets are disposed off.

ii Retained Earning:

Retained earnings are the profits that the Company has earned till date less dividends or other distributions paid to
shareholders. Retained earnings is a free reserve available to the Company

iii Foreign currency translation reserve

Exchange difference relating to the translation of the results and net assets of the group’s foreign operations
from their functional currencies to the group’s presentation currency (i.e. Rs.) are recognized directly in the other
comprehensive income and accumulated in foreign currency translation reserve. Exchange difference previously
accumulated in the foreign currency translation reserve are reclassified in the statement of profit or loss on the
disposal of the foreign operation.

B. Dividends

i Final dividend on shares are recorded as liability on the date of approval by the shareholders and interim liability are
recorded as a liability on the date of declaration by the company’s Board of Directors.

ii The Company declares and pays dividends in Indian rupees. The remittance of dividends outside India is governed
by Indian law on foreign exchange and is subject to applicable distribution taxes. Dividend distribution tax paid by
subsidiaries may be reduced / available as a credit against dividend distribution tax payable by BLS International
Services Limited.

Dividend on Equity Shares


(H in Lakh)
Year ended Year ended
Particulars
March 31, 2020 March 31, 2019
Dividend on equity shares declared and paid during the year
Final dividend of H 1 per share for FY 2018-19 (2017-18: H 0.50 per share) 1024.50 512.25
Interim dividend of H 0.50 per share for FY 2019-20 (2018-19: Nil) 512.25 -
Dividend tax paid on final dividend* 4.67 2.21
Total 1541.42 514.46
Proposed dividend on equity shares not recognized as liability
Final dividend of H0.50/- per share for F.Y. 2019-20 (2018-19 : H1 per share) 512.25 1,024.50
Dividend distribution tax on proposed dividend** - 216.90
Total 512.25 1,241.40

Proposed dividend on equity shares is subject to the approval of shareholders of the company at the Annual General Meeting and
not recognized as liability as at the Balance Sheet date.

*Dividend Distribution tax (DDT)-net, pertaining to the current year comprises DDT payable by the Company on dividend declared
as reduced by H300.53 in respect of tax paid under Section 115 O of the Income tax Act, 1961 by the Company on dividend received
from its subsidiary.

** Pursuant to the Finance Act 2020, dividend distribution tax (DDT) is not required to be paid in respect of dividend declared,
distributed or paid by a domestic Company after March 31, 2020

144
FINANCIAL STATEMENTS

Notes to the Consolidated


Financial Statements for the year ended March 31, 2020

19. Borrowings - Non-Current

(H in Lakh)
As at As at
Particulars
March 31, 2020 March 31, 2019
Secured loan (refer note 19.1):
from banks - 12.54
from financials institutions 88.32 926.98
88.32 939.52
Less: Current maturities of long term debt :
from banks - 12.54
from financials institutions 88.32 838.66
88.32 851.20
Total - 88.32

19.1 A) Vehicles loan from banks:


a) Loan from HDFC Bank Ltd : total outstanding balance as at March 31, 2020: Nil (March 31, 2019: H 12.54) this loan was
secured against hypothecation of specified vehicles of the Company . Applicable rate of interest is 9.25% p.a. Loan was
repayable in 36 monthly instalments.

B) Vehicles loan from others:


a.) Loan from Daimler Financial Services Ltd : total outstanding balance as at March 31, 2020: H 88.32 (March 31, 2019:
H149.33) . This loan was secured against hypothecation of specified vehicles of the Company . Applicable rate of interest
is up to 10.3504% p.a. loan was repayable in upto 36 monthly instalments.

b) Loan from HP Financial services : Total outstanding balance as at March 31, 2020 is Nil (March 31, 2019: H 777.65) ; this
loan was secured by way of first charge on the moveable fixed assets acquired . Applicable rate of interest is 11.74%
p.a. Loan was repayable in 20 monthly instalments. Last year, the company has entered arrangements with HPFS
; and agreed that the company will pay the full amount of loan on lumpsum basis. Also, the Company has paid the
outstanding amount of H 777.65 to HPFS on May 01, 2019

20. Provisions - Non-Current


(H in Lakh)
As at As at
Particulars
March 31, 2020 March 31, 2019
Provisions for employees benefits (refer note 44) 284.18 229.10
Provisions for Leave Encashment 0.13 0.43
Total 284.31 229.53

21. Borrowing - Current


(H in Lakh)
As at As at
Particulars
March 31, 2020 March 31, 2019
Loans Repayable on demand:
Secured
Bank overdraft # - 2,192.70
Unsecured
Loan from body corporate* - 619.00
Total - 2,811.70
# Bank overdraft from HDFC Bank was secured by the way of fixed deposits, first pari pasu charge on fixed assets and Bank
guarantee by the Group. (Interest rate 10.50% per annum).
*Loan from related party (Interest rate 10-12% per annum).
Basant India Limited - 619.00

145
BLS INTERNATIONAL SERVICES LIMITED | Annual Report 2019-20

Notes to the Consolidated


Financial Statements for the year ended March 31, 2020

22. Trade Payables: Current

(H in Lakh)
As at As at
Particulars
March 31, 2020 March 31, 2019
Dues to micro enterprises and small enterprises (refer note no. 48) 3.86 0.25
Dues to creditors other than micro enterprises and small enterprises 1,643.63 2,378.00
Total 1,647.49 2,378.25

23. Other Financials Liabilities - Current


(H in Lakh)
As at As at
Particulars
March 31, 2020 March 31, 2019
Current maturities of Long term debts ( refer note 19) 88.32 851.20
Amount due from others 23.28 104.24
Unclaimed dividends # 8.56 3.01
Interest accrued but not due on borrowings* 0.67 43.23
Interest accrued and due on borrowings* 38.53 -
Creditors for capital goods - 82.47
Lease Liability 9.27 -
Other payables:
Employees due payable 359.75 276.10
Expense Payable 870.33 1,162.38
Other payables 100.19 138.68
Government fees payable 45.14 458.89
Wallet top up liability 58.77 78.64
Total 1,602.82 3,198.84
# these figures do not include any amounts due and outstanding, to be credited to Investor Education and Protection Fund.
*Interest accrued on borrowing from related party transactions (refer note 37)
Basant India Limited 38.53 42.07

24. Other Current Liabilities


(H in Lakh)
As at As at
Particulars
March 31, 2020 March 31, 2019
Advance from customers 59.03 13.63
Statutory dues payable 148.47 583.50
Wallet top up liability 278.85 303.32
Others 16.12 27.33
Total 502.47 927.78

25. Provisions: Current


(H in Lakh)
As at As at
Particulars
March 31, 2020 March 31, 2019
Provisions for employees benefits (refer note 44) 7.17 2.30
Provisions for leave encashment 0.01 0.01
Total 7.18 2.31

26. Current Tax Liabilities (Net)


(H in Lakh)
As at As at
Particulars
March 31, 2020 March 31, 2019
Provisions for current tax (net) 39.81 649.86
Total 39.81 649.86

146
FINANCIAL STATEMENTS

Notes to the Consolidated


Financial Statements for the year ended March 31, 2020

27. Revenue from Operations


(H in Lakh)
Year ended Year ended
Particulars
March 31, 2020 March 31, 2019
Sale of services:
Revenue from operations* 78,260.43 80,320.15
Export incentives 353.11 62.64
Total 78,613.54 80,382.79
*includes transaction with related party
BLS International Visa Services-Austria 10.23 15.19
BLS International Visa Services Philippine Inc. 146.18 130.50

28. Other Income


(H in Lakh)
Year ended Year ended
Particulars
March 31, 2020 March 31, 2019
Profit on sale of property, plant and equipment 2.07 3,498.38
Gain on business acquisition - 13.47
Interest-
- on bank deposits 619.24 343.45
Miscellaneous income 676.81 400.69
Total 1,298.12 4,255.99

29. Cost of Services


(H in Lakh)
Year ended Year ended
Particulars
March 31, 2020 March 31, 2019
Purchase of E-Coupons 133.41 71.38
Operational expenses 54,841.76 53,739.79
Total 54,975.17 53,811.17

30. Employee Benefits Expenses


(H in Lakh)
Year ended Year ended
Particulars
March 31, 2020 March 31, 2019
Salaries, wages and bonus 6,209.00 6,036.71
Contribution to provident fund and other funds 374.00 481.66
Staff welfare expenses 163.89 160.18
Total 6,746.89 6,678.55

31. Finance Costs


(H in Lakh)
Year ended Year ended
Particulars
March 31, 2020 March 31, 2019
Interest
- on term loans 68.97 724.77
- on others 38.71 257.79
- on lease liability 1.27 -
Other financial charges 51.32 42.69
Total 160.27 1,025.25

147
BLS INTERNATIONAL SERVICES LIMITED | Annual Report 2019-20

Notes to the Consolidated


Financial Statements for the year ended March 31, 2020

32. Depreciation and Amortizations Expenses


(H in Lakh)
Year ended Year ended
Particulars
March 31, 2020 March 31, 2019
Depreciation on property, plant & equipment ( refer note 3) 458.76 1,180.95
Amortization on intangible assets ( refer note 4) 756.45 721.72
Total 1,215.21 1,902.67

33. Other Expenses


(H in Lakh)
Year ended Year ended
Particulars
March 31, 2020 March 31, 2019
Annual maintenance charges 4.03 27.78
Payment to auditor's (refer note. 33.1) 32.89 31.97
Bank charges 199.98 269.06
Business promotion 999.70 132.01
Communication costs 548.21 370.80
Electricity expense 27.12 88.16
General expenses - 13.99
Insurance expense 41.15 33.14
Legal and professional expense 2,021.80 2,581.87
Loss on sale of fixed assets (net)/business acqusition 37.58 -
Miscellaneous Expenses 800.44 855.59
Office maintenance expense 243.24 299.05
Printing and stationery expense 193.67 162.55
Rent 1,377.92 1,261.65
Repair and maintenance 184.14 221.35
Exchange fluctuation loss (net) 57.59 219.70
Corporate social responsibility expenditure (refer note 33.2) 81.50 12.54
Sitting fees 9.35 5.10
Sewa kendra expenses 631.19 871.90
Assets written off - 299.97
Bad debts written off 67.18 573.18
Provision for bad debts 164.81 -
Balances written off 1.89 25.78
Travelling and conveyance 824.53 694.31
Total 8,549.92 9,051.45

33.1 Payment to Auditors


(H in Lakh)
Year ended Year ended
Particulars
March 31, 2020 March 31, 2019
Statutory audit fees 23.25 25.05
Certification fees - 4.32
Limited review fees 5.50 -
Taxation matters - 1.73
Out of pocket expenses 4.14 0.87
Total 32.89 31.97

148
FINANCIAL STATEMENTS

Notes to the Consolidated


Financial Statements for the year ended March 31, 2020

33.2 Corporate Social Responsibilty


As per Section 135 of the Act, a Company, meeting the applicability threshold, needs to spend at least 2% at its average net
profit for the immediately preceding three financial years on corporate social responsibility (CSR) activities. The areas for
CSR activities are eradication of hunger and malnutrition, promoting education, art and culture, healthcare, destitute care
and rehabilitation, environment sustainability, disaster relief and rural development projects. A CSR committee has been
formed by the company as per the Act. The funds are primarily allocated to a corpus and utilized through the year on these
activities which are specified in Schedule VII of the Companies Act, 2013.

a) Gross amount required to be spent by the Company during the year is H 80.76 (March 31, 2019: H 60.66)

b) Amount spent during the year on:

(H in Lakh)
Particulars In Cash Yet to be paid in Cash Total
1. Construction / acquisition of any asset - - -
2. On purposes other than (1) above H 81.50 - 81.50

Amount spent during the last year on: (H in Lakh)


Particulars In Cash Yet to be paid in Cash Total
1. Construction / acquisition of any asset - -
2. On purposes other than (1) above H 12.54 - 12.54

34. Earning Per Share (EPS)


(H in Lakh)
Year ended Year ended
Particulars
March 31, 2020 March 31, 2019
Net profit after tax as per statement of profit and loss attributable to equity 5,237.94 10,516.68
shareholders (H)
Weighted average number of equity shares used as denominator for calculating basic EPS 1,024.50 1,024.50
Weighted average potential equity shares - -
Total weighted average number of equity shares used as denominator for calculating 1,024.50 1,024.50
diluted EPS
Basic EPS ( H) 5.11 10.27
Diluted EPS (H) 5.11 10.27
face value per equity share (H) 1.00 1.00

35. Contingent Liabilities and Commitments (to the Extent Not Provided for)
(H in Lakh)
Year ended Year ended
a) Particulars
March 31, 2020 March 31, 2019
Guarantees issued by the bank on behalf of the Group 12,366.48 16,885.55
Labour guarantees issued to Ministry of labor for getting UAE work permit* 35.71 32.82
* movement is due to fluctuation in foreign currency rate
b) The Honorable Supreme Court, has passed a decision on 28th February, 2019 in relation to inclusion of certain allowances
within the scope of “Basic wages” for the purpose of determining contribution to provident fund under the Employee’s
Provident Funds & Miscellaneous Provisions Act, 1952. The Company is awaiting further clarifications in this matter in order
to reasonably assess the impact on its financial statements, if any. Accordingly, the applicability of the judgment to the
Company, with respect to the period and the nature of allowances to be covered, and resultant impact on the past provident
fund liability, cannot be reasonably ascertained, at present.
36. Leases
The Company has taken premises for office under cancellable operating lease agreements. Terms of the lease include terms
for renewal, increase in rents in future periods and terms of cancellation.
Lease and rent payments recognized in statement of profit & loss is for March 31, 2019: H1261.65

149
BLS INTERNATIONAL SERVICES LIMITED | Annual Report 2019-20

Notes to the Consolidated


Financial Statements for the year ended March 31, 2020

37. Related Party Disclosures


Related party disclosures , as required by Ind AS 24 is as below:
a) Nature of Related Party relationship
I. Associates Country of incorporation
BLS International Visa Services-Austria Austria
BLS International Visa Services-Baltic Lithuania
BLS International Visa Services Poland SP.Z.O.O. Poland
DSS Gulf Realtors Ltd. UAE

III. Key Management Personnel (KMP) and their relatives with whom transactions have taken place
(a) Key Management Personnel Designation
Mr. Shikhar Aggarwal Joint Managing Director
Mr. Nikhil Gupta Managing Director
Mr. Karan Aggarwal Executive Director
Mr. S.K. Sharma (till 09.04.2019) Chief Financial Officer
Ms. Archana Maini (till 31.03.2020) Company Secretary
Mr. Amit Sudhakar (w.e.f. 06.08.2019) Chief Financial Officer
Mr. Rakesh Amol (from 13.08.2019 to 31.01.2020) Managing Director
Mr. Ajay Kumar Milhotra (Till 28.02.2019) Chief Financial Officer
Mr. Bala Ji (till 07.12.2018) Company Secretary

(b) Non-executive directors


Mr. Surinder Singh Kohli (till 02.09.2019) Independent Director
Mr. Sarthak Behuria Independent Director
Mr. Ram Prakash Bajpai Independent Director
Ms. Shivani Mishra Independent Director

(c) Close family member of KMP


Mr. Diwakar Aggarwal Father of Mr. Shikhar Aggarwal
Mrs. Alka Aggarwal Mother of Mr. Shikhar Aggarwal
Ms. Riya Aggarwal Sister of Mr. Shikhar Aggarwal
Mrs. Anchal Aggarwal (w.e.f.01.12.2019) Wife of Mr. Shikhar Aggarwal
Mr. Sushil Aggarwal Father of Mr. Karan Aggarwal
Mrs. Rachna Aggarwal Mother of Mr. Karan Aggarwal
Mrs. Priyanka Aggarwal Wife of Mr. Karan Aggarwal

III. Entities where director/Close family member of director’s having control/significant influence
Name of the Company
Basant India Limited Director-Mr. Sushil Aggarwal
BLS Polymers Limited Director-Mr. Karan Aggarwal
BLS International Visa Services Philippine Inc. Director-Mr. Diwakar Aggarwal
BLS Ecotech Limited Director-Mr. Sushil Aggarwal

150
FINANCIAL STATEMENTS

Notes to the Consolidated


Financial Statements for the year ended March 31, 2020

b) The following transactions were carried out with the related parties in the ordinary course of business:
(H in Lakh)
Particulars Nature of Transaction 2019-20 2018-19
a) BLS International Visa Services-Austria Sale of Service 10.23 15.19
Closing Balance
Amount receivable 0.21 0.43
b) BLS International Visa Services Philippine Inc. Sale of Service 146.18 130.50
Closing Balance
Amount payable at the end 0.70 0.65
Amount receivable at the end 23.67 22.79
c) Basant India Limited Loan received - 324.50
Loan repaid 619.00 3.50
Interest Expense on loan 42.82 57.02
Closing Balance
Loan Payable - 619.00
Interest Payable 38.53 42.07
d) BLS Polymers Limited Loan received 795.00 -
Loan repaid 795.00 -
Interest Expense on loan 0.92 -
Closing Balance -
e) DSS Gulf Realtors Ltd. Amount receivable at the end 121.82 110.77
f) BLS International Visa Services-Baltic Amount receivable at the end 2.92 -
g) Mr. Diwakar Aggarwal Rent expense during the year 1.68 1.68
Salary for the year 84.35 94.03
Interest Payable
Rent payable 0.50 -
Security Deposit receivable 166.30 166.30
h) Mr. Sushil Aggarwal Rent expense during the year 1.20 1.20
Closing Balance
Rent payable at the end 0.35 -
Security Deposit receivable 100.00 100.00
i) Ms. Riya Aggarwal Salary for the year 48.00 48.00
j) Key Managerial person ( KMP)#
Mr. Shikhar Aggarwal Salary for the year 78.00 72.00
Mr. Nikhil Gupta Salary for the year 37.77 70.50
Mr. Balaji Srivastava Salary for the year - 9.81
Mr Surendra Kumar Sharma Salary for the year 0.94 3.33
Ms Archana Maini Salary for the year 29.45 3.86
Mr. Ajay Malhotra Salary for the year - 45.83
Mr. Karan Aggarwal Salary for the year 36.00 26.00
Mr. Amit Sudhakar Salary for the year 49.90 -
Mr. Rajesh Amol Salary for the year 103.01 -
Mr. Ram Parkash Bajpai Sitting fee 1.50 1.50
Mr. Sarthak Behuria Sitting fee 1.15 1.40
Mr. Surinder Singh Kohli Sitting fee 0.40 1.00
Ms. Shivani Mishra Sitting fee 1.30 1.20
k) Dividend
Mr. Shikhar Aggarwal Dividend 30.00 10.00
Mr. Diwakar Aggarwal (Father of Mr. Shikhar Dividend 130.87 43.62
Aggarwal)
Mrs. Alka Aggarwal (Mother of Mr. Shikhar Dividend 30.00 10.00
Aggarwal)
Mr. Sushil Aggarwal (Father of Mr. Karan Dividend 37.50 12.50
Aggarwal)

# the above said remuneration is excluding provision for gratuity & leave encashment, where the actuarial valuation is done on overall
Company basis.Company basis.

151
BLS INTERNATIONAL SERVICES LIMITED | Annual Report 2019-20

Notes to the Consolidated


Financial Statements for the year ended March 31, 2020

38. Financial Instruments


38(A) Category-Wise Classification of Financials Instruments
(H in Lakh)
Non-current Current
S. Refer As at As at As at As at
Financial assets/Financial liabilities
No. note March 31, March 31, March 31, March 31,
2020 2019 2020 2019

A Financial assets measured at fair value through


other comprehensive income (FVTOCI)
(i) Investments in Equity Instruments 6 2,851.34 2,842.55 - -
2,851.34 2,842.55 - -
B Financial assets measured at amortised cost
(i) Security Deposits 7 20.62 34.46 - -
(ii) Term deposits held as margin money against bank 8 & 13 683.21 584.90 21,721.49 10,676.98
guarantee and other commitments
(iii) Trade receivables 11 - - 11,274.75 17,619.49
(iv) Cash & cash equivalents 12 - - 2,200.09 6,732.05
(v) Other bank balances 13 - - 8.56 3.01
(vi) Other assets 14 - - 2,594.92 2,381.58
703.84 619.36 37,799.82 37,413.12
C Financial liabilities measured at amortised cost
(i) Borrowings 19 & - 88.32 88.32 3,662.90
21
(ii) Trade payables 22 - - 1,647.49 2,378.25
(iii) Other financial liabilities ( excluding current 23 - - 1,514.51 2,347.64
maturities)
- 88.32 3,250.31 8,388.80

38(B). Fair Value Measurements


(i) The following table provides the fair value measurements hierarchy of the Company’s financials assets and liabilities:
As at March 31, 2020
(H in Lakh)
Fair value Fair value hierarchy
Quoted prices in Significant Significant
As at
Financials assets/financial liabilities active markets observable inputs unobservable
March 31, 2020
(level 1) (Level2) inputs (Level3)
Financial assets measured at fair value through other
comprehensive income (FVTOCI)
Investments in un-quoted equity shares 2,851.34 - - 2,851.34

(H in Lakh)
Fair value Fair value hierarchy
Quoted prices in Significant Significant
As at
Financials assets/financial liabilities active markets observable inputs unobservable
March 31, 2019
(level 1) (Level2) inputs (Level3)
Financial assets measured at fair value through other
comprehensive income (FVTOCI)
Investments in un-quoted equity shares 2,842.55 - - 2,842.55

(ii) Financial instrument measured at amortised cost


The carrying amount of financial assets and financial liabilities measured at amortised cost in the financials statements are
a reasonable approximation of their fair value since the Company does not anticipate that the carrying amounts would be
significantly different from the values that would eventually be received or settled.

152
FINANCIAL STATEMENTS

Notes to the Consolidated


Financial Statements for the year ended March 31, 2020

The following table shows the valuation technique and key input used for Level 3:
(H in Lakh)
Valuation
Financial Instrument Key Inputs used Sensitivity
Technique
Investments in equity instruments at fair value through other Book value Financial Nil
comprehensive income method statements
reviewed by
Management

Reconciliation of Level 3 fair value measurements:


(H in Lakh)
For the year ended For the year ended
Particulars
March 31, 2020 March 31, 2019
Opening Balance 2,842.55 2,779.52
Total gain/ (losses) in other comprehensive income 8.44 63.03
Closing Balance 2,850.99 2,842.55

38(C). Financial Risk Management- Objectives And Policies


The Group’s financial liabilities comprise mainly of borrowings, trade payable and others payable. The company’s financial
assets comprise mainly of investments, cash and cash equivalents, other bank balances, loans , trade payable and other
receivables.

The company has exposure to the following risks arising from financial instruments:
- Credit risk
- Liquidity risk; and
- Market risk

a) Risk management framework


The Company’s board of directors has the overall responsibility for the management of these risks and is supported
by Management Advisory Committee that advises on the appropriate financial risk governance framework. The
Company has the risk management policies and systems in place and are reviewed regularly to reflect changes in
market conditions and the Company’s activities. The Company’s audit committee oversees how management monitors
compliance with the risk management policies and procedures, and reviews the adequacy of risk management
framework in relation to the risks faced by the Company. The framework seeks to identify, asses and mitigate financial
risk in order to minimise potential adverse effects on the company’s financial performance.

b) Credit Risk
Credit risk is the risk of financial loss to the Company if a customer or counterparty to a financial instrument fails to meet
its contractual obligation, and arises from the operating activities primarily (trade receivables) and investing activities
including deposits with banks and other corporate deposits. The company establishes an allowance for impairment that
represents its estimate of expected losses in respect of financial assets. A default of financial assets is when there is a
Significant increase in the credit risk which is evaluated based on the business environment. The assets are written off
when the company certain about the non- recovery.

(i) Trade receivables:


Customer credit risk is managed based on company’s established policy, procedures and controls. The company assesses
the credit quality of the counterparties, taking into account their financial position, past experience and other factors.

Credit risk is reduced by receiving pre-payments. The company has a well defined sales policy to minimize its risk
of credit defaults. Outstanding customer receivables are regularly monitored and assessed. Impairment analysis is
performed passed on historical data at each reporting date on an individual basis. However a large number of minor
receivables are grouped into homogenous groups and assessed for impairment collectively.

153
BLS INTERNATIONAL SERVICES LIMITED | Annual Report 2019-20

Notes to the Consolidated


Financial Statements for the year ended March 31, 2020

Expected credit loss under simplified approach for Trade receivables:


(H in Lakh)
As at As at
Ageing
March 31, 2020 March 31, 2019
Ageing of gross carrying amount
less than 180 days 3,421.03 11,484.95
181-365 days 5,532.28 6,121.78
More than 1 year 2,321.44 12.76
Gross carrying amount 11,274.75 17,619.49
Expected credit loss - -
Net carrying amount 11,274.75 17,619.49

(ii) Financial instruments and cash deposits :


The credit risk from balances/ deposit with bank and other financial assets are managed in accordance with the
company’s approved policy. Investments of surplus funds are made only with approved counterparties and within credit
limits assigned to each counterparty. Counterparty credit limits are reviewed by the management, and may be updated
throughout the year.
Impairment on other financial instruments has been measured on the 12-month expected credit loss basis and reflects
the short maturities of the exposures. The Company considers that its cash and cash equivalents have low credit risk
based on external credit ratings of counterparties.
Based on the assessment there is no impairment in the above financial assets.

c) Liquidity Risk
Liquidity risk is defined as the risk that the company will not be able to settle or meet its obligations on time or at
a reasonable price. The Company’s treasury department is responsible for maintenance of liquidity, continuity of
funding as well as timely settlement of debts. In addition, policies related to mitigation of risks are overseen by senior
management. Management monitors the Company’s net liquidity position on the basis of expected cash flows vis a vis
debt service fulfillment obligation.

Maturity profile of financial liabilities


The table below provides details regarding the remaining contractual maturities of financial liabilities at the reporting
date based on contractual undiscounted payments.
(H in Lakh)
Less than More than
Financial Instrument 1-5 years Total
1 year 5 years
As at March 31, 2020
Borrowings from bank and financial institutions 88.32 - - 88.32
Trade payables 1,647.49 - - 1,647.49
Other financial liabilities* 1,514.51 - - 1,514.51
As at March 31, 2019
Borrowings from bank and financial institutions 3,043.90 88.32 - 3,132.22
Loan from related party 619.00 - - 619.00
Trade payables 2,378.25 - - 2,378.25
Other financial liabilities* 2,347.64 - - 2,347.64
* excluding current maturities on non-current borrowings.

d) Market Risk
Market risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of
fluctuation in market prices. These comprise three types of risk i.e. currency rate , interest rate and other price
related risks. Financial instruments affected by market risk include loans and borrowings, deposits, investments, and
derivative financial instruments. Foreign currency risk is the risk that the fair value or future cash flows of a financial
instrument will fluctuate because of changes in foreign exchange rates. Interest rate risk is the risk that the fair value
or future cash flows of a financial instrument will fluctuate because of changes in market interest rates. Regular
interaction with bankers, intermediaries and the market participants help us to mitigate such risk.

154
FINANCIAL STATEMENTS

Notes to the Consolidated


Financial Statements for the year ended March 31, 2020

i) Foreign currency risk


The primary market risk to the Company is foreign exchange risk. After taking cognizance of the natural hedge, the
company takes appropriate hedges to mitigate its risk resulting from fluctuations in foreign currency exchange rate(s).
(H in Lakh)
Assets Liabilities
Currency As at As at As at As at
March 31, 2020 March 31, 2019 March 31, 2020 March 31, 2019

EUR 113.46 159.75 - -


USD 1.05 0.60 - -
OMR 4.11 9.52 - -
PHP 23.67 22.79 - -
RUB 0.04 105.17 - -
Others 3.01 2.57 - -
145.35 300.40 - -

Foreign Currency Sensitivity


Sensitivity analysis is computed based on the changes in the income and expenses in foreign currency upon conversion
into functional currency, due to exchange rate fluctuations between the previous reporting period and the current
reporting period. The below table demonstrates the sensitivity to a 0.25% increase or decrease in the foreign currency
against INR, with all other variable held constant. The sensitivity analysis is prepared on the net unhedged exposure of
the company as at the reporting date. 025% represents management’s assessment of reasonably possible change in
foreign exchange rate.

Impact on profit before tax


(H in Lakh)
Assets Assets
As at As at As at As at
Particulars
March 31, 2020 March 31, 2019 March 31, 2020 March 31, 2019
0.25% Increase 0.25% Increase 0.25% Increase 0.25% Increase

EUR 0.28 (0.28) 0.40 (0.40)


USD 0.00 (0.00) 0.00 (0.00)
OMR 0.01 (0.01) 0.02 (0.02)
PHP 0.06 (0.06) 0.06 (0.06)
RUB 0.00 (0.00) 0.26 (0.26)
Others 0.01 (0.01) 0.01 (0.01)
Increase /(decrease) in profit or loss 0.36 (0.36) 0.75 (0.75)

ii) Interest Rate Risk and Sensitivity


The Company’s exposure to the risk of changes in market interest rates relates primarily to debt. Borrowings at variable
rates expose the Company to cash flow interest rate risk.

iii) Equity price risk


The Company does not have any investments in listed securities or in Equity Mutual Funds and thereby is not exposed
to any Equity price risk.

38(D). Capital Management

The Company’s policy is to maintain a strong capital base so as to maintain investor, creditor and market confidence and
to sustain future development of the business. The primary objective of the Company’s Capital management is to maximize
shareholder’s value. The Company manages its capital and makes adjustment to it in light of the changes in economic and
market conditions.

155
BLS INTERNATIONAL SERVICES LIMITED | Annual Report 2019-20

Notes to the Consolidated


Financial Statements for the year ended March 31, 2020
The Company manages capital using gearing ratio, which is total debt divided by total equity. The gearing at the end of the
reporting period was as follows:
(H in Lakh)
As at As at
Particulars
March 31, 2020 March 31, 2019
Borrowings (Non current) 88.32 939.52
Borrowings (Current) - 2,811.70
Less: Cash and cash equivalents including bank balances (2,200.09) (6,732.05)
Total Debt(A) (2,111.77) (2,980.83)
Total Equity (B) 42,845.83 37,204.39
Overall financing (C= A+B) 40,734.06 34,223.56
Gearing ratio (A/C) (5.18%) (8.71%)

39. Income Taxes


a. Amount recognised in Statement of Profit and Loss
(H in Lakh)
For the year ended For the year ended
Particulars
March 31, 2020 March 31, 2019
Current Income Tax
Current year 763.39 1,391.36
Adjustment in respect of current income tax for earlier year 27.97 9.04
Total 791.36 1,400.40
Deferred Tax (547.13) 252.61
Total 244.23 1,653.01

b. Income taxes that are charged or credited directly in equity


(H in Lakh)
For the year ended For the year ended
Particulars
March 31, 2020 March 31, 2019
Deferred tax
Re-measurements of defined benefit plans 3.32 (1.28)
Changes in fair value of financial assets if designated to OCI 0.83 20.11
Total 4.15 18.83

c. Reconciliation of Tax expense


(H in Lakh)
For the year ended For the year ended
Particulars
March 31, 2020 March 31, 2019
Accounting profit 8,264.20 12,169.69
Tax Rate* 25.17% 29.12%
Tax expense 2,079.93 3,543.81
Tax effect of expenses that are not deductible for tax purpose
Effect of expenses not deductible in determining taxable profit 31.08 48.59
Expenses allowable in income tax (0.05) (0.02)
Change in tax rate (5.02) 9.20
Effect of dividend income taxed at lower rate i.e.17.16% (in PY 17.472%) (121.25) (58.45)
Deferred tax not created on losses (32.32) -
Tax Expense of earlier years 27.97 9.04
Other items (1,675.81) (1,899.15)
Effect of income tax that is exempt for tax (60.32)
(1,835.70) (1,890.80)
Tax Expense 244.23 1,653.01
‘*Pursuant to taxation Laws (Amendment) Ordinance 2019, dated September 20th 2019, the company intends to excercise the option
permitted u/s 115BAA of the Income Tax Act, 1961 to compute Income tax at the revised rate from the current financial year. The tax
expense for the financial year 2019-20 are after considering the impact of the revised rate (i.e tax rate of 25.17% includes corporate tax
of 22%, 10% surcharge and Secondary and Higher Education Cess of 4% on the tax amount). In March 31, 2019 it was 29.12% includes
corporate tax of 25%, 12% surcharge and Secondary and Higher Education Cess of 4% on the tax amount

156
FINANCIAL STATEMENTS

Notes to the Consolidated


Financial Statements for the year ended March 31, 2020

40. The Company has following subsidiaries/ Step down subsidiaries which are Consolidated:
Percentage of
Country of Financial Year
Name of the Company principal activities
incorporation End
Holding
BLS E-Services Private Limited India 100% ( Direct) 31.03.2020
BLS E-Solutions Private Limited India 100% ( Direct) 31.03.2020
BLS IT Services Private Limited India 100% ( Direct) 31.03.2020
BLS Kendras Private Limited India 100% ( Direct) 31.03.2020
Starfin India Private Limited India 100% ( Indirect) 31.03.2020
Reired BLS International Services Private Limited India 51% ( Direct) 31.03.2020
BLS International FZE, UAE United Arab Emirates 100% ( Direct) 31.03.2020
BLS International Services, UAE United Arab Emirates 100% ( Indirect) 31.03.2020

* Consolidated financials statements of Subsidiary of BLS International FZE which consists of audited financials statements of BLS
International FZE and unaudited financial statements of following subsidiaries of BLS International FZE.

Percentage of
Country of Financial Year
Name of the Company principal activities
incorporation End
Holding
BLS International Services Norway A.S Norway 75% ( Indirect) 31.03.2020
BLS International Services Singapore PTE. LTD. Singapore 100% ( Indirect) 31.03.2020
BLS International Services Canada INC. Canada 100% ( Indirect) 31.03.2020
BLS International Services Malaysia SDN BHD Malaysia 100% ( Indirect) 31.03.2020
BLS International Services (UK) Limited England 100% ( Indirect) 31.03.2020
Consular Outsourcing BLS Services Inc. USA 100% ( Indirect) 31.03.2020
BLS VAS Singapore PTE Ltd. Singapore 70% ( Indirect) 31.03.2020
BLS International Vize Hizmetleri Ltd. Sti. Turkey 98% ( Indirect) 31.03.2020
BLS International Services Limited (w.e.f. July 30, 2019) Hong Kong 100% ( Indirect) 31.03.2020
BLS International (pty) Limited (w.e.f March 02, 2020) South Africa 100% ( Indirect) 31.03.2020

* The Company also have certain other Joint ventures/ Associates, where there is absence of control/ significance influence and
where the agreement for revenue sharing is of such nature that they are not required to be consolidated for the purpose of
preparation of these consolidated financial statements.

157
41. Additional information as per schedule III of the Companies Act, 2013 for entities consolidated as subsidiaries

158
S. Name of Entity Net Assets i.e. Total Assets Share in Profit/ Loss Share in other Share in total Comprehensive
No. minus total liabilities Comprehensive Income Income
As % of Amount As % of Amount As % of Amount As % of Amount
consolidated consolidated consolidated consolidated
Net Assets Profit/ Loss Profit/ Loss Profit/ Loss
1 2 3 4 5 6 7 8 9
Parent
A BLS International Service Limited 9.71% 4,160.59 44.05% 2,307.15 0.69% 15.37 31.16% 2,322.51
B Subsidiary
a. Indian
BLS E-Services Private Limited 3.10% 1,327.61 -4.90% (256.75) 0.00% - -3.44% (256.75)
BLS E-Solutions Private Limited 5.29% 2,264.71 0.11% 5.97 0.00% - 0.08% 5.97
BLS IT-Services Private Limited 5.16% 2,210.70 0.01% 0.68 0.00% - 0.01% 0.68
BLS Kendras Private Limited 0.42% 181.32 5.07% 265.34 0.00% 0.07 3.56% 265.42
Starfin India Private Limited 0.68% 291.83 2.02% 105.86 0.09% 2.03 1.45% 107.89
Reired BLS International Services Private Limited 0.00% (0.88) 0.00% (0.01) 0.00% - 0.00% (0.01)
b. Foreign
Financial Statements

BLS FZE and its subsidiaries


BLS International FZE 25.19% 10,793.35 61.60% 3,226.80 0.00% - 43.29% 3,226.80
BLS International Services UAE 62.53% 26,791.61 97.29% 5,095.74 - - 68.36% 5,095.74
Notes to the Consolidated

BLS International Vize Hismetleri Ltd , Turkey 0.15% 65.20 0.76% 39.81 - - 0.53% 39.81
BLS International Services Canada INC. 0.26% 112.98 -1.67% (87.63) - - -1.18% (87.63)
BLS International Services Norway AS -0.02% (10.15) -0.24% (12.45) - - -0.17% (12.45)
BLS International Services Singapore PTE LTD. 0.37% 160.10 -1.55% (81.35) - - -1.09% (81.35)
BLS INTERNATIONAL SERVICES LIMITED | Annual Report 2019-20

BLS VAS Singapore PTE Ltd. -0.04% (16.05) -0.05% (2.84) - - -0.04% (2.84)
BLS International Services Malaysia SDN BHD 0.23% 99.49 0.14% 7.35 - - 0.10% 7.35
Consular Outsourcing BLS Services Inc., USA -0.06% (25.65) -0.34% (17.96) - - -0.24% (17.96)
for the year ended March 31, 2020

BLS International Services (UK) Limited -10.90% (4,670.89) -72.28% (3,786.10) - - -50.79% (3,786.08)
BLS International Services Limited (Hong Kong) -0.10% (41.80) -0.75% (39.03) - - -0.52% (39.03)
(w.e.f. July 30, 2019)"
BLS International (pty) Limited (South Africa) -0.03% (11.92) -0.27% (14.01) - - -0.19% (14.01)
(w.e.f. March 2, 2020)
Total 102% 43,682.15 129% 6,756.56 1% 17.48 91% 6,774.05
a) Adjustment arising out of consolidation -1.97% (843.09) -28.91% (1,514.05) 0.00% - -20.31% (1,514.05)
b) Minority Interest :
Non- Controlling interest in all subsidiaries 0.02% 6.77 -0.09% (4.57) 0.00% - -0.06% (4.57)
c) FCTR 0.00% - 0.00% - 99.21% 2,199.22 29.50% 2,199.22
Consolidation net assets/ profit after tax 100% 42,845.83 100% 5,237.94 100% 2,216.70 100% 7,454.64
FINANCIAL STATEMENTS

Notes to the Consolidated


Financial Statements for the year ended March 31, 2020

42. Segment Information


Business segments
The group’s business activity falls within a single business segment i.e. rendering of Visa and other allied services. Therefore, segment
reporting in terms of “Ind AS 108 Operating Segments” is not applicable.

Geographical segments
Although the group’s major operating divisions are managed on worldwide basis. Further, disclosure has been done in compliance with
Accounting Standard on segmental reporting.
(H in Lakh)
Sl. For the year ended For the year ended
Particulars
No. March 31, 2020 March 31, 2019
Geographical segment
A Segment revenue
a) Middle East 36,900.39 38,261.93
b) Asia -Pacific 7,114.45 8,192.48
c ) North America 18,733.42 19,539.20
d ) Europe 7,815.01 4,209.21
e) South Africa 41.61 -
f) India 11,449.58 14,265.63
Gross income from operations 82,054.45 84,468.45
Less : Inter segment 3,440.91 4,085.66
Total revenue 78,613.54 80,382.79
B Segment results
Profit before tax and interest from each segment
a) Middle East 8,291.56 7,853.08
b) Asia -Pacific (117.09) (64.65)
c ) North America (119.93) 148.25
d ) Europe (4,258.21) (755.04)
e) South Africa (14.01) -
f) India 1,860.14 6,013.30
5,642.44 13,194.94
Less: Finance cost 160.27 1,025.25
Total profit before tax 5,482.17 12,169.69
C Segment assets
a) Middle East 48,110.95 39,372.65
b) Asia -Pacific 427.60 454.72
c ) North America 347.39 609.02
d ) Europe 1,336.10 4,793.72
e) South Africa 79.90 -
f) India 17,034.02 22,156.44
g) Unallocated corporate assets - -
Less: Inter segment assets 20,412.81 19,850.03
46,923.16 47,536.52
D Segment liabilities
Segment liabilities
a) Middle East 10,526.27 11,051.99
b) Asia -Pacific 225.86 142.94
c ) North America 260.06 417.71
d ) Europe 5,951.67 5,403.46
e) South Africa 91.82 -
f) India 6,598.14 12,624.84
g) Unallocated corporate liabilities - -
Less: Inter segment Liabilities 19,569.72 19,354.33
4,084.10 10,286.61

The Group is not reliant on revenues from transactions with any single external customer and does not receive 10% or more of

159
BLS INTERNATIONAL SERVICES LIMITED | Annual Report 2019-20

Notes to the Consolidated


Financial Statements for the year ended March 31, 2020

its revenues from transactions with any single external customer

43 (i) Acquisition of subsidiary by Foreign subsidairy (i.e. BLS International FZE, UAE) of the Company

On July 30, 2019, The Group acquired 100% ownership interest in BLS International Services Limited, Hong Kong.

BLS International Services Limited is a private Company limited by shares incorporated with the Department of
Commerce Bureau under Registration No. 2205648 on February 23, 2015. The principal activity of the Company is
providing the consular support services to Indian mission in Hong Kong.

On March 02, 2020, The Group acquired 100% ownership interest in BLS International (pty) Limited, South Africa

BLS International (pty) Limited is a private Company limited by shares incorporated with the Commissioner of Companies
& Intellectual under Registration No. 2012/212975/07 on November 29, 2012. The principal activity of the Company is
providing the consular support services to Spain mission in South Africa.

During the last year, on November 06, 2018, the group acquired 98% ownership interest in BLS International Vize
Hizmetleri Limited Sirketi, Turkey.

BLS International Vize Hizmetleri Limited Sirketi is a Private Company Limited by shares incorporated with Istanbul
Chamber of Commerce under Registeration No. 79604-5 on April 12, 2017. The principal activity of the Company is
providing service related to visa processing to Spain MOFA

Assets acquired and liabilities recognized at the date of acquisition

(H in Lakh)
2019-20 2018-19
Assets
Non-current assets 21.70 25.22
Current assets 108.55 49.85
130.24 75.07
Liabilities
Non-current liabilities (4.57)
Current liabilities (155.46) (47.53)
(155.46) (52.10)
Net (liabilities)/assets acquired (25.21) 22.97
(Loss)/gain on business acquisition
Net consideration transferred 9.69 9.62
Fair value of identifiable net liabilities/assets acquired 25.21 (22.97)
Foreign Fluctuation impact (2.06) (0.12)
Net Loss/(Gain) 32.85 (13.47)
*All the figures are converted at closing rate of that financial year

43 (ii) Acquisition of subsidiary by Indian subsidairy (i.e BLS E-Services Private Limited) of the Company

The Subsidairy of the Company has entered into the agreement in last year to purchase the shares of “Starfin India
Private Limited” in two tranches.

The First Tranche purcchase Shares, free from and clear of all Encumbrances (including third party rights), together
with all rights, title, interest, benefits attaching thereto, and Buyer agrees to purchase the First Tranche Sale Shares
along with its nominee(s) at an aggregate consideration of H 923.79 lakhs (“First Tranche Sale Consideration”), payable
to Seller (i.e Mr JITENDER SINGH and Mr RAVINDER SINGH).

Second Tranche Sale Consideration in accordance with the terms of this Agreement, hereby unconditionally and
irrevocably agrees to sell and transfer to Buyer and/or its nominee(s), the Second Tranche Sale Shares, free from
and clear of all Encumbrances (including third party rights), together with all rights, title, interest, benefits attaching

160
FINANCIAL STATEMENTS

Notes to the Consolidated


Financial Statements for the year ended March 31, 2020

thereto, and Buyer agrees to purchase the Second Tranche Sale Shares along with its nominee(s) at an aggregate
consideration of H 312.62 lakhs

(H in Lakh) (H in Lakh)
Second Tranche First Tranche
April 16, 2019 August 06, 2018
Assets
Non-current assets 91.44 42.49
Current assets 441.59 505.81
533.02 548.30
Liabilities
Non-current liabilities 5.90 2.68
Current liabilities 348.16 379.22
354.06 381.90
Net Assets acquired 178.97 166.40
Purchase % 26% 74%
Net Worh of purchase part 47.72 123.14
Net consideration transferred 312.62 923.79
Goodwill/Other equity 264.90 800.65

44 Employee Benefits
a) Defined Benefits Plans - as per actuarial valuation
I Table Showing Changes in Present Value of Obligations:
(H in Lakh)
Gratuity (unfunded) Gratuity (unfunded)
Period
2019-20 2018-19
Present value of the obligation at the beginning of the period 231.41 158.23
Interest cost 5.57 3.66
Current service cost 24.31 26.87
Past service cost - -
Benefits paid (if any) (3.33) (4.80)
Actuarial (gain)/loss (13.19) 11.22
Related to FZE and its subsidiaries 46.58 36.22
Present value of the obligation at the end of the period 291.34 231.41

II Bifurcation of total Actuarial (gain) /loss on liabilities


(H in Lakh)
Gratuity (unfunded) Gratuity (unfunded)
Period
2019-20 2018-19
Actuarial gain/ losses from changes in Demographics assumptions (mortality) Not Applicable Not Applicable
Actuarial (gain) / losses from changes in financial assumptions 1.85 1.49
Experience Adjustment (gain)/ loss for Plan liabilities (15.04) 4.34
Total amount recognized in other comprehensive Income (13.19) 5.83

III The amount to be recognized in the Balance Sheet


(H in Lakh)
Gratuity (unfunded) Gratuity (unfunded)
Period As at As at
March 31, 2020 March 31, 2019
Present value of the obligation at the end of the period 291.34 231.41

161
BLS INTERNATIONAL SERVICES LIMITED | Annual Report 2019-20

Notes to the Consolidated


Financial Statements for the year ended March 31, 2020

Fair value of plan assets at end of period - -


Net liability/(asset) recognized in Balance Sheet and related analysis 291.34 231.41
Funded Status - Surplus/(Deficit) (291.34) (231.41)

IV Expense recognized in the statement of Profit and Loss


(H in Lakh)
Gratuity (unfunded) Gratuity (unfunded)
Period
2019-20 2018-19
Interest cost 4.78 3.20
Current service cost 22.63 21.92
Past Service Cost - -
Expected return on plan asset - -
Expenses to be recognized in the statement of P&L* 27.41 25.12

* FZE and its subsidairies expenses to be recongnised not considered

V Other comprehensive (income)/expenses (Remeasurement)


(H in Lakh)
Gratuity (unfunded) Gratuity (unfunded)
Period
2019-20 2018-19
Cumulative unrecognized actuarial (gain)/loss opening. B/F 1.48 (4.35)
Actuarial (gain)/loss - obligation (13.19) 5.83
Actuarial (gain)/loss - plan assets - -
Total Actuarial (gain)/loss (13.19) 5.83
Cumulative total actuarial (gain)/loss. C/F (11.71) 1.48

VI Net interest Cost


(H in Lakh)
Gratuity (unfunded) Gratuity (unfunded)
Period
2019-20 2018-19
Interest Cost on defined benefit obligation 4.78 3.20
Interest Income on plan assets - -
Net interest Cost (Income) 4.78 3.20

VII Experience Adjustment


(H in Lakh)
Gratuity (unfunded) Gratuity (unfunded)
Period
2019-20 2018-19
Experience Adjustment (Gain)/loss for Plan liabilities (15.04) 4.34
Experience Adjustment Gain/ (loss) for Plan assets - -

VIII Summary of membership data at the date of valuation and statistics based thereon:
(H in Lakh)
Gratuity (unfunded) Gratuity (unfunded)
Period
2019-20 2018-19
Number of employees 283.00 304.00
Total monthly salary (in lakhs) 80.33 93.43
Average Past Service(Years) 1.9-2.9 1.9-2.9

162
FINANCIAL STATEMENTS

Notes to the Consolidated


Financial Statements for the year ended March 31, 2020

Average remaining working lives of employees(Years) 17-29 17-29


Average Age(years) 28-40 28-40
Weighted average duration (based on discounted cash flows) in years 19.00 20.00
Average monthly salary (in lakhs) 0.94 1.48

IX The assumptions employed for calculations are tabulated:


(H in Lakh)
Gratuity (unfunded) Gratuity (unfunded)
Period
2019-20 2018-19
Discount rate 6.75% to 7% 7.75% to 8%
Salary Growth Rate 5% to 7% 5% to 10%
Mortality IALM2012-14 IALM 2006-08
Ultimate
Expected rate of return - -
Withdrawal Rate (per annum) 5% to 10% p.a. 5.00% p.a.

X Current Liability (*expected payout in next year as per schedule III of Companies Act, 2013) :

(H in Lakh)
Gratuity (unfunded) Gratuity (unfunded)
Period
2019-20 2018-19
Current Liability (Short Term)* 7.17 2.30
Non Current Liability (Long Term) 284.18 229.11
Total Liability 291.34 231.41

45 Impairment Review

Assets are tested for impairment whenever there are any internal or external indicators of impairment. Impairment test
is performed at the level of each Cash Generating Unit (‘CGU’) or groups of CGUs within the group at which the assets are
monitored for internal management purposes, within an operating segment. The impairment assessment is based on higher
of value in use and value from sale calculations. During the year, the testing did not result in any impairment in the carrying
amount of other assets. The measurement of the cash generating units’ value in use is determined based on financial plans
that have been used by management for internal purposes. The planning horizon reflects the assumptions for short to- mid-
term market conditions.

Key assumptions used in value-in-use calculations are:-


(i) Operating margins (Earnings before interest and taxes), (ii) Discount Rate, (iii) Growth Rates and (iv) Capital Expenditure

46 The Punjab State E-Governance Society,(‘PSEGS’ or ‘Punjab Government’) has terminated master service agreement
entered 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. This contract was the only source of revenue for the group.
However, management is making efforts to secure other contracts/business in the group and of the view that going concern
assumption is not affected. Accordingly these financial Statements have been prepared on a going concern basis.

The amount receivable by three Indian subsidiaries from Government of Punjab aggregating to H 6755.69 (including
reimbursement of diesel and electricity expense) as on March 31, 2020 for which recovery is slow. However, the management
is confident that there is no impairment in the value of the amount to be recovered.

47 The Punjab State E-Governance Society (“Punjab Government or the authority or PSEG’s”) 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 Indian subsidiaries

163
BLS INTERNATIONAL SERVICES LIMITED | Annual Report 2019-20

Notes to the Consolidated


Financial Statements for the year ended March 31, 2020

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 major part of 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 fixed assets of 5 years and has accounted profit of H3,382.80 on such transfer. The companies
have communicated the basis of arriving at the net block to the authority which is pending final acceptance by them.

48 THE MICRO, SMALL AND MEDIUM ENTERPRISES DEVELOPMENT (MSMED) ACT, 2006

Based on the information available, there are certain vendors who have confirmed that they are covered under the Micro,
Small and Medium Enterprises Development Act, 2006. Disclosures as required by section 22 of ‘The Micro, Small and
Medium Enterprises Development Act, 2006, are given below:

(H in Lakh)
2019-20 2018-19
a) Principal amount and Interest due thereon remaining unpaid to any supplier as on 3.86 0.25
b) Interest paid by the group in terms of Section 16 of the MSMED Act along with the - -
amounts of the payment made to the supplier beyond the appointed day during the
accounting year.
c) the amount of interest due and payable for the year of delay in making payment - -
(which have been paid but beyond the appointed day during the year) but without
adding the interest specified under this Act.
d) the amount of interest accrued and remaining unpaid. - -
e) The amount of further interest remaining due and payable even in the succeeding - -
years, until such date when the interest dues above are actually paid to the small
enterprise for the purpose of disallowance as a deductible expenditure under
section 23 of this Act.

49 UK subsidiaryof the group had transferred the operations of UK visa and immigration business (UKVI) to Sopra Steria Limited.
During the year, on account of final closure of transfer of operations of UKVI, liquidated all its tangible and intangible assets
and liabilities related to UKVI business and other related charges. This has resulted in onetime loss of H2,782.03 which is
classified as exceptional item in the Consolidated financial statements.

50 The Company Secretary (CS) has left the Company on March 31, 2020. In accordance with section 203(4) of the Companies
Act, 2013, the Company is in the process of appointing new CS.

51 In the opinion of the management of the Group and to the best of their knowledge & belief, the value of current assets, loans
and advances, if realized in the ordinary course of business would not be less than the amount at which they are stated in
the balance sheet.

52 For the year ended March 31, 2019, the group had undertaken a transfer pricing study and obtained the prescribed certificate

164
FINANCIAL STATEMENTS

Notes to the Consolidated


Financial Statements for the year ended March 31, 2020

of the accountant to comply with the said transfer pricing regulations, which did not envisage any tax liability. For the year
ended March 31, 2020 , the group will carry out the similar study to comply with the said regulations and accordingly
adjustments, if any arising from the transfer pricing study shall be accounted for as and when the study is completed. The
management confirms that all international and specific domestic transactions with associates enterprises are undertaken
at negotiated contracted prices on usual commercial terms and at arm’s length basis as per the provisions of Income Tax
Act, 1961.

53 The WHO declared 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 “ Lockdowns” which
have been extended till 30th June by Govt. Of India and various other countries as well. The Lockdown has severely
affected the International Travel 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 adversely affected due to imposition of Curfew
by Punjab State Government. The Company has realigned its expenses by rationalising the Salary and Rental Expenses
to the minimum level by renegotiating the rentals with the Landlords in order to reduce the impact on financials.
With the partial lifting of lockdown the company has started reopening its offices in phase wise manner with limited
staff strength following required social distancing norms and various advisories released by the Govt. The Passport
and Consular services are expected to start from July 2020 onwards in selected countries as per the directives of the
respective Governments. The Countries to start the visa operations will be in a phased manner from July 2020 onwards.
The Company expects to the demand for its services to pick up though at moderate pace once lockdown is lifted.

54 Previous year figures have been regrouped/ rearranged, wherever considered necessary to conform to current year’s
classification.
As per our report of even date For and on behalf of the board of directors of
For S S Kothari Mehta & Company BLS International Services Limited
Chartered Accountants
Firm’s registration number: 000756N

Amit Goel Shikhar Aggarwal Nikhil Gupta


Partner Jt. Managing Director Managing Director
Membership number: 500607 DIN No. 06975729 DIN No. 00195694

Place : New Delhi Amit Sudhakar


Date : 20 June 2020 Chief Financial Officer

165
BLS INTERNATIONAL SERVICES LIMITED | Annual Report 2019-20

NOTICE
Notice is hereby given that the Thirty Sixth Annual General RESOLVED FURTHER THAT notwithstanding anything
Meeting (‘AGM’) of the Shareholders of BLS International hereinabove stated, where in any financial year during the
Services Limited (‘Company’) will be held on Monday, the 21st currency of the term of Mr. Nikhil Gupta as the Managing
day of September 2020 at 03:00 p.m. through Video Conferencing Director of the Company, incurs loss or its profit is inadequate,
(‘VC’)/Other Audio Visual Means (‘OAVM’) facility to transact the the Company shall pay to Mr. Nikhil Gupta minimum
following business:- remuneration by way of salary, allowances and perquisites
within the limit specified in Part II of Schedule V of the said Act;
ORDINARY BUSINESS: RESOLVED FURTHER THAT any of the Directors or the
Company Secretary/ or Chief Financial Officer of the Company
1. To consider and adopt audited financial statements (including
be and are hereby severally authorized to sign and submit
the consolidated financial statements) of the Company for
necessary papers, documents, forms, etc. with the Registrar
the Financial Year ended 31st March, 2020 together with the
of Companies (ROC), NCT of Delhi & Haryana and/or any other
Report of Directors and Auditors thereon.
authority and to do all such acts, deeds, matters and things as
2. To confirm interim dividend of H 0.50 (50%) on each paid up may be necessary, expedient and desirable, for and on behalf
equity shares already paid for the Financial Year ended March of the Company, to give effect to the aforesaid resolution.”
31, 2020 and declare final dividend of H 0.50 (50%) on each
5. To consider and if thought fit, to pass with or without
paid up equity shares for the year ended March 31, 2020.
modification(s), the following resolution(s) as SPECIAL
3. To appoint a director in place of Mr. Shikhar Aggarwal, (DIN: RESOLUTION:
06975729) who retires by rotation and, being eligible, offer
“RESOLVED THAT pursuant to the provisions of Sections
him-self re-appointment.
196, 197, 203 and all other applicable provisions, if any,
of the Companies Act, 2013 read with Schedule V thereto
SPECIAL BUSINESS: (including any amendment(s), statutory modification(s)
or re-enactment(s) thereof for the time being in force),
4. To consider and if thought fit, to pass with or without
Companies (Appointment and Remuneration of Managerial
modification(s), the following resolution(s) as SPECIAL
Personnel) Rules 2014 and as recommended by Nomination
RESOLUTION:
& Remuneration Committee and approved by the Board of
“RESOLVED THAT pursuant to the provisions of Sections Directors of the Company, the approval of the Members of the
196, 197, 203 and all other applicable provisions, if any, Company be and is hereby accorded for re-appointment of Mr.
of the Companies Act, 2013 read with Schedule V thereto Karan Aggarwal (DIN 02030873) as Executive Director of the
(including any amendment(s), statutory modification(s) Company for a period of three years with effect from June 13,
or re-enactment(s) thereof for the time being in force), 2020, whose office shall be liable to retire by rotation and to
Companies (Appointment and Remuneration of Managerial pay remuneration of Rupees Thirty Six Lakhs per annum, in
Personnel) Rules 2014 and as recommended by Nomination accordance with such other terms and conditions as agreed
& Remuneration Committee and approved by the Board of with Mr. Karan Aggarwal.
Directors of the Company, the approval of the Members of
RESOLVED FURTHER THAT upon recommendation by
the Company be and is hereby accorded for appointment
Nomination and Remuneration Committee, the Board of
of Mr. Nikhil Gupta (DIN 00195694) as Managing Director
Directors may alter and vary the terms and conditions of
of the Company for a period of three years with effect from
said appointment and/or the agreement in such manner
February 1, 2020, whose office shall be liable to retire by
as may be agreed to between the Company and Mr. Karan
rotation and to pay remuneration of H 60 Lakhs per annum, in
Aggarwal (DIN 02030873) within and in accordance with and
accordance with such other terms and conditions as agreed
subject to the limits prescribed in Schedule V of the said Act
with Mr. Nikhil Gupta.
or any amendment(s) and/or any statutory modification(s)
RESOLVED FURTHER THAT upon recommendation by thereto, and if necessary, as may be stipulated by the Central
Nomination and Remuneration Committee, the Board of Government.
Directors may alter and vary the terms and conditions of
RESOLVED FURTHER THAT notwithstanding anything
said appointment and/or the agreement in such manner
hereinabove stated, where in any financial year during the
as may be agreed to between the Company and Mr. Nikhil
currency of the term of Mr. Karan Aggarwal as the Executive
Gupta (DIN 00195694) within and in accordance with and
Director of the Company, incurs loss or its profit is inadequate,
subject to the limits prescribed in Schedule V of the said Act
the Company shall pay to Mr. Karan Aggarwal minimum
or any amendment(s) and/or any statutory modification(s)
remuneration by way of salary, allowances and perquisites
thereto, and if necessary, as may be stipulated by the Central
within the limit specified in Part II of Schedule V of the said Act;
Government.

166
NOTICE

RESOLVED FURTHER THAT any of the Directors or the of India (Listing Obligation and Disclosure Requirements)
Company Secretary/ or Chief Financial Officer of the Company Regulations, 2015 and in respect of whom the Company
be and are hereby severally authorized to sign and submit has received a notice in writing under Section 160(1) of the
necessary papers, documents, forms, etc. with the Registrar Act from a Member, signifying her intention to propose Ms.
of Companies (ROC), NCT of Delhi & Haryana and/or any other Shivani Mishra’s candidature for the office of Director, be
authority and to do all such acts, deeds, matters and things as and is hereby re-appointed as an Independent Director of the
may be necessary, expedient and desirable, for and on behalf Company, not liable to retire by rotation, for a second term of
of the Company, to give effect to the aforesaid resolution.” five consecutive years commencing from July 1, 2020 upto
June 30, 2025.
6. To consider and, if thought fit, to pass with or without
modification(s), the following resolution as a SPECIAL RESOLVED FURTHER THAT the Board of Directors of the
RESOLUTION: Company (including its committee thereof) and Company
Secretary or Chief Financial Officer of the Company, be
“RESOLVED THAT pursuant to the provisions of Sections 149, and are hereby severally authorized to do all such acts,
152 and other applicable provisions, if any, of the Companies deeds, matters and things as may be considered necessary,
Act, 2013(“the Act”) read with Schedule IV to the Act (including desirable or expedient to give effect to this resolution.”
any statutory modification(s) or re-enactment(s) thereof, for
the time being in force) and the Companies (Appointment 8. To consider and if thought fit, to pass with or without
and Qualification of Directors) Rules, 2014, as amended modification(s), the following resolution(s) as SPECIAL
from time to time, and pursuant to the recommendation of RESOLUTION:
the Nomination & Remuneration Committee and the Board
of Directors, Mr. Ram Prakash Bajpai (DIN:07198693), who “RESOLVED THAT, pursuant to provisions of Section 13 and
holds office of Independent Director upto June 9, 2020 and other applicable provisions, if any, of the Companies Act,
who has submitted a declaration that he meets the criteria 2013, consent of the shareholders be and is hereby accorded
for independence as provided under Section 149(6) of the to add the borrowing clause at point no. 61 in existing Clause
Act and Regulation 16(1)(b) of the Securities Exchange Board III (B) of memorandum of association.
of India (Listing Obligation and Disclosure Requirements)
61. Subject to the provisions of the Companies Act, 2013, to
Regulations, 2015 and in respect of whom the Company has
receive money on deposit or loan, borrow or raise money
received a notice in writing under Section 160(1) of the Act
from any Scheduled Bank/Financial Institutions/persons in
from a Member, signifying his intention to propose Mr. Ram
such manner as the company shall think fit and in particular
Prakash Bajpai’s candidature for the office of Director, be
by the issue of debentures or debenture stock (perpetual
and is hereby re-appointed as an Independent Director of the
or otherwise) and to secure the repayment of any money
Company, not liable to retire by rotation, for a second term
borrowed, raised or owing by mortgage, charge or lien upon
of three consecutive years commencing from June 10, 2020
all or any of the property or assets of the company (both
upto June 9, 2023.
present and future), including its uncalled capital and also by
RESOLVED FURTHER THAT the Board of Directors of the a similar mortgage, charge or lien to secure and guarantee
Company (including its committee thereof) and Company the performance by the company or any other persons or
Secretary/ or Chief Financial Officer of the Company, be company or any obligations undertaken by the company or
and are hereby severally authorized to do all such acts, any other person or company as the case may be, but the
deeds, matters and things as may be considered necessary, company shall not carry on Banking Business.
desirable or expedient to give effect to this resolution.”
RESOLVED FURTHER THAT for the purpose of giving effect
7. To consider and, if thought fit, to pass with or without to this resolution, the Director or Chief Financial Officer or
modification(s), the following resolution as a SPECIAL Company Secretary of the Company be and are hereby
RESOLUTION: severally authorized to file necessary Forms as may be
required with the Registrar of Companies, NCT of Delhi &
“RESOLVED THAT pursuant to the provisions of Sections 149, Haryana and to do all such acts, deeds, things etc. as may be
152 and other applicable provisions, if any, of the Companies required to give effect to this resolution.”
Act, 2013(“the Act”) read with Schedule IV to the Act (including
any statutory modification(s) or re-enactment(s) thereof, for
the time being in force) and the Companies (Appointment
and Qualification of Directors) Rules, 2014, as amended
from time to time, and pursuant to the recommendation of For and on Behalf of the Board
the Nomination & Remuneration Committee and the Board BLS International Services Limited
of Directors, Ms. Shivani Mishra, (DIN:07221507), who holds
office of Independent Director up to June 30, 2020 and who
has submitted a declaration that she meets the criteria for Nikhil Gupta
independence as provided under Section 149(6) of the Act DATE: 29.07.2020 Managing Director
and Regulation 16(1)(b) of the Securities Exchange Board PLACE: New Delhi DIN: 00195694

167
BLS INTERNATIONAL SERVICES LIMITED | Annual Report 2019-20

NOTES: 9. As per the SEBI Listing Regulations and pursuant to SEBI


circular dated 20 April 2018, a listed entity shall use any
1. In view of the continuing COVID-19 pandemic, the Ministry electronic mode of payment approved by the Reserve Bank
of Corporate Affairs (‘MCA’) has vide its circular dated 5 May of India for making payment to the members. Accordingly,
2020 read with circulars dated 8 April 2020 and 13 April 2020 the final dividend, if approved by the shareholders will be
(collectively referred to as ‘MCA Circulars’) and SEBI circular paid through electronic mode, where the bank account
dated 12 May 2020 permitted holding of the annual general details of the members were available. Where dividend was
meeting (‘AGM’) through VC/OAVM facility, without the physical paid through electronic mode, intimation regarding such
presence of the members at a common venue. In compliance remittance will be sent separately to the members.
with the provisions of the Companies Act, 2013 (the ‘Act’),
SEBI (Listing Obligations and Disclosure Requirements) 10. To ensure timely credit of dividend through electronic mode
Regulations, 2015 (the ‘SEBI Listing Regulations’) and MCA or physical instrument such as banker’s cheque or demand
Circulars, the AGM of the Company is being conducted draft, members are requested to notify change to their
through VC/OAVM. address or particulars of their bank account, if any, to share
transfer agent of the Company i.e. Beetal Financial Computer
2. The deemed venue for thirty sixth AGM shall be the Registered Services Private Limited, 3rd Floor, Beetal House, 99, behind
Office of the Company at New Delhi. Local Shopping Centre, Madangir Village, Madangir, New
Delhi, Delhi 110062 (‘Beetal’) or in case of demat holding to
3. Pursuant to the provisions of the Act, a member entitled to
their respective depository participants.
attend and vote at the AGM is entitled to appoint a proxy to
attend and vote on his/her behalf and the proxy need not be a 11. To avoid fraudulent transactions, the identity/signature of the
member of the Company. Since this AGM is being held pursuant members holding shares in electronic/demat form is verified
to the MCA Circulars through VC/OAVM facility, physical with the specimen signatures furnished by NSDL/CDSL and
attendance of members has been dispensed with. Accordingly, that of members holding shares in physical form is verified as
the facility for appointment of proxies by the members will per the records of the share transfer agent of the Company.
not be available for the AGM and hence the Proxy Form and Members are requested to keep the same updated.
Attendance Slip are not annexed to this Notice.
12. SEBI has mandated the submission of Permanent Account
4. Institutional/Corporate shareholders (i.e. other than Number (PAN) by every person dealing in securities market.
individuals/HUF, NRI, etc.) are required to send a scanned copy Members holding shares in electronic form are, therefore,
(pdf/jpg format) of its board or governing body’s resolution/ requested to submit the PAN to their depository participants
authorisation, etc., authorising their representative to attend with whom they are maintaining their demat accounts.
the AGM on its behalf and to vote through remote e-voting. The Members holding shares in physical form can submit their
said resolution/authorisation shall be sent to the scrutinizer PAN details to the Company or Beetal.
by email through its registered email address to ankit@
indiacp.com with a copy marked to share transfer agent of 13. In terms of sections 101 and 136 of the Act, read with the
the Company i.e. Beetal Financial Computer Services Private rules made thereunder, the listed companies may send the
Limited at beetalrta@gmail.com. notice of AGM and the annual report, including financial
statements, boards’ report, etc. by electronic mode. Pursuant
5. Statement pursuant to section 102 of the Act forms a part to the said provisions of the Act read with MCA Circulars, SEBI
of this Notice. The Board of Directors, at their meeting held Circular dated 12 May 2020, Notice of thirty sixth AGM along
on 29 July 2020, has decided that the special business set with the Annual Report for FY2020 is being sent only through
out under item nos. 4 to 8, being considered unavoidable, be electronic mode to those members whose email addresses
transacted at the thirty sixth AGM of the Company. are registered with the Company/depositories. Members
may note that the Notice and Annual Report for FY2020 will
6. Brief details of the directors, who are being appointment/
also be available on the Company’s website at https://www.
re-appointment , are annexed hereto as per requirements
blsinternational.com, website of the stock exchanges i.e.,
of Regulation 36(3) of the SEBI (Listing Obligations and
BSE Limited at www.bseindia.com, National Stock Exchange
Disclosure Requirements) Regulations, 2015 and the
of India Limited at www.nseindia.com, MSEI at www.msei.in.
Secretarial Standard on General Meeting (SS-2) issued by the
The AGM Notice is also disseminated on the website of CDSL
Institute of Company Secretaries of India.
i.e. www.evotingindia.com.
7. The facility of joining the AGM through VC/OAVM will be
14. To receive communications through electronic means,
opened 15 minutes before and will be open upto 15 minutes
including Annual Reports and Notices, members are
after the scheduled start time of the AGM, i.e., from 2:45 p.m.
requested to kindly register/update their email address with
to 3:15 p.m. and will be available for 1,000 members on a
their respective depository participant, where shares are
firstcome first-served basis. This rule would however not
held in electronic form. In case of shares held in physical
apply to participation of shareholders holding 2% or more
form, members are advised to register their e-mail address
shareholding, promoters, institutional investors, directors,
with Beetal. Members are requested to register their email id
key and senior managerial personnel, auditors, etc.
and support the green initiative efforts of the Company.
8. Institutional investors, who are members of the Company are
15. Further, those members who have not registered their
encouraged to attend and vote at the thirty sixth AGM of the
email addresses and in consequence could not be served
Company.

168
NOTICE

the Annual Report for FY2020 and Notice of thirty sixth AGM, 25. Instructions for remote e-voting and joining the AGM are as
may temporarily get themselves registered with Beetal, for follows:
receiving the same. Members are requested to support our
commitment to environment protection by choosing to receive a) Voting through electronic means:
the Company’s communication through email going forward.
In compliance with provisions of Section 108 of the Companies
16. With a view to enable the Company to serve the members better, Act, 2013 and Rule 20 of the Companies (Management and
members who hold shares in identical names and in the same Administration) Rules, 2014, the Company is pleased to
order of names in more than one folio are requested to write to provide members facility to exercise their right to vote at the
the Company to consolidate their holdings in one folio. Annual General Meeting by electronic means and the business
may be transacted through e-Voting Services provided by
17. SEBI vide its notification dated 8 June 2018 as amended on Central Depository Securities (India) Limited (CDSL).
30 November 2018, has stipulated that w.e.f. 1 April 2019, the
transfer of securities (except transmission or transposition of Book Closure: Dividend on Equity Shares as recommended
shares) shall not be processed, unless the securities are held by the Board of Directors for the Financial Year 2019-20, if
in the dematerialised form. The Company has complied with approved at the meeting, will be paid on or after 25th September
the necessary requirements as applicable, including sending 2020 to those eligible members whose names appear :
of letters to shareholders holding shares in physical form and
requesting them to dematerialise their physical holdings. 1. As Beneficial owners, at the end of business hours on
14th September 2020 as per the list to be furnished by
18. Members who still hold share certificates in physical form National Securities Depository Ltd. (NSDL) and Central
are advised to dematerialise their shareholding to also avail Depository Services (India) Ltd. (CDSL) in respect of
of numerous benefits of dematerialisation, which include shares held in Dematerialized form, and
easy liquidity, ease of trading and transfer, savings in stamp
duty and elimination of any possibility of loss of documents 2. As Members in the Register of Members of the Company
and bad deliveries. in respect of shares held in Physical Form, after giving
effect to all valid share transfers in physical form lodged
19. In case of joint holders, the member whose name appears as with the Company or its RTA on or before at the end of
the first holder in the order of names as per the Register of business hours on 14th September 2020.
Members of the Company will be entitled to vote at the AGM.
3. Members holding shares in electronic form are hereby
20. The Company has been maintaining, inter alia, the following informed that bank particulars registered with their
statutory registers at its registered office at New Delhi
respective Depository Participants (DP), with whom
i) Register of contracts or arrangements in which directors they maintain their demat accounts, will be used by the
are interested under section 189 of the Act. Company for payment of dividend.

ii) Register of directors and key managerial personnel and 4. Members holding shares in physical / electronic form
their shareholding under section 170 of the Act. are required to submit their bank account details, if not
already registered, as mandated by SEBI.
In accordance with the MCA Circulars, the said registers will
be made accessible for inspection through electronic mode 5. Process for updation of bank account mandate for
and shall remain open and be accessible to any member receipt of dividend electronically:
during the continuance of the meeting.
Physical Following documents:
21. For more details on shareholders’ matters, please refer to
Holding
the section on ‘General Shareholder Information’, included in a. Original Cancelled cheque leaf
the Annual Report. bearing the name of the first
shareholder; or
22. Since the meeting will be conducted through VC/OAVM
facility, the route map is not annexed to this Notice. b. Bank attested copy of first page
of the Bank Passbook/Statement
23. In case a person becomes a member of the Company after
dispatch of AGM Notice, and is a member as on the cut-off of Account in original and an
date for e-voting, i.e., Monday, 14th day of September 2020, original cancelled Cheque (In
such person may obtain the user id and password from Beetal case of absence of name on the
by email request on beetalrta@gmail.com original cancelled cheque or
initials on the cheque).
24. Alternatively, member may send signed copy of the request Demat Holding Please contact your Depository
letter providing the email address, mobile number and self- Participant (DP) and register your
attested PAN copy along with client master copy (in case of bank account details in your demat
electronic folio)/copy of share certificate (in case of physical account, as per the process advised
folio) via email to beetalrta@gmail.com for obtaining the by your DP.
Annual Report and Notice of AGM.

169
BLS INTERNATIONAL SERVICES LIMITED | Annual Report 2019-20

6. In case the Company is unable to pay the dividend to any However, no tax shall be deducted on the dividends
shareholder by the electronic mode, due to non-availability paid to resident individuals if aggregate dividend
of the details of the bank account, the Company shall upon distributed or likely to be distributed during the
normalisation of postal services dispatch the dividend financial year does not exceed H 5000.
warrants to such shareholder by post.
Even in the cases where the shareholder provides
7. Members may note that as per the Income Tax Act, valid Form 15G (for individuals, with no tax liability
1961, as amended by the Finance Act, 2020, dividends on total income and income not exceeding maximum
paid or distributed by the Company after April 1, 2020, amount which is not chargeable to tax) or Form 15H
shall be taxable in the hands of the shareholders and the (for individual above the age of 60 years with no tax
Company shall be required to deduct tax at source (TDS) liability on total income), no TDS shall be deducted.
at the prescribed rates from the dividend to be paid to
c) For Non-resident shareholders, the TDS is required
shareholders, subject to approval of shareholders in the
to be deducted at the rate of 20% (plus applicable
ensuing AGM. The TDS rate would vary depending on the
surcharge and cess) under Section 195 of the Income
residential status of the shareholder and the documents
Tax Act, 1961. Further, as per Section 90 of the
submitted by them and accepted by the Company.
Income Tax Act, 1961 the non-resident shareholder
a) All Shareholders are requested to ensure that the has the option to be governed by the provisions of
below details are completed and/or updated, as the Double Tax Avoidance Treaty between India and
applicable, in their respective demat account(s) the country of tax residence of the shareholder, if
maintained with the Depository participant(s); or they are more beneficial to them. For this purpose,
in case of shares held in physical form, with the i.e. to avail Tax Treaty benefits, the non-resident
Company, on or before Monday, September 21, 2020. shareholders will have to provide the following:

Please note that the following details, in case you had I. Self-attested copy of the PAN allotted by the
already registered with the Company, as available with Indian Income Tax authorities;
the Company in the Register of Members/Register of II. Self-attested copy of valid Tax Residency
Beneficial Ownership maintained by the Depositories Certificate obtained from the tax authorities of the
will be relied upon by the Company, for the purpose of country of which the shareholder is a resident;
complying with the applicable TDS provisions:
III. Self-declaration in Form 10F
I. Valid Permanent Account Number (PAN).
IV. Self-declaration format certifying that:
II. Residential status as per the Income Tax Act, 1961
i.e. Resident or Non Resident for FY 2020-21. • Shareholder is and will continue to remain
a tax resident of the country of its residence
III. Category of the Shareholder viz. Mutual Fund, during the Financial Year 2020-21;
Insurance Company, Alternate Investment
Fund (AIF) Category I and II, AIF Category • Shareholder is eligible to claim the
beneficial DTAA rate for the purposes of
IV Government (Central/State Government), tax withholding on dividend declared by
Foreign Portfolio Investor (FPI)/Foreign the Company;
Institutional Investor (FII): Foreign Company,
• Shareholder has no reason to believe that
FPI/ FII: Others (being Individual, Firm, Trust,
its claim for the benefits of the DTAA is
Artificial Juridical Person, etc.), Individual, impaired in any manner;
Hindu Undivided Family (HUF), Firm, Limited
Liability Partnership (LLP), Association of • Shareholder is the ultimate beneficial
Persons (AOP), Body of Individuals (BOI) or owner of its shareholding in the Company
Artificial Juridical Person, Trust, Domestic and dividend receivable from the Company;
Company, Foreign Company, etc. and

• Email Address. • Shareholder does not have a taxable


presence or a permanent establishment in
• Residential Address
India during the Financial Year 2020-21.
b) For Resident Shareholders, TDS is required to be
d) Accordingly, in order to enable us to determine the
deducted at the rate of 7.5% under Section 194 of
appropriate TDS / withholding tax rate applicable,
the Income Tax Act, 1961 on the amount of dividend
we request you to provide these details and
declared and paid by the Company in the financial
documents as mentioned above on or before
year 2020-21 provided valid PAN is registered by
Monday, September 21, 2020. Kindly note that the
the Shareholder. If the valid PAN is not registered,
aforementioned documents are required to be
the TDS is required to be deducted at the rate of 20% emailed as mentioned below:
under Section 206AA of the Income Tax Act, 1961.
beetalrta@gmail.com

170
NOTICE

e) It may be further noted that in case the tax on


For Shareholders holding shares in
dividend is deducted at a higher rate in absence of
Demat Form and Physical Form
receipt of the aforementioned details/ documents,
there would still be an option available with the Dividend Enter the Dividend Bank Details or Date
shareholder to file the return of income and claim Bank of Birth (in dd/mm/yyyy format) as
an appropriate refund, if eligible. No claim shall lie Details OR recorded in your demat account or in the
against the Company for such taxes deducted. Date of company records in order to login.
Birth (DOB) • If both the details are not recorded
The instructions for shareholders voting electronically are
as under: with the depository or company
please enter the member id / folio
(i) The voting period begins on 18th September 2020 number in the Dividend Bank details
from 09:00 a.m. and ends on 20th September 2020 field as mentioned in instruction (v).
at 05:00 p.m. During this period shareholders’ of the
Company, holding shares either in physical form or (ix) After entering these details appropriately, click on
in dematerialized form, as on the cut-off date (record “SUBMIT” tab.
date) of 14th September 2020 may cast their vote
(x) Shareholders holding shares in physical form will then
electronically. The e-voting module shall be disabled by
directly reach the Company selection screen. However,
CDSL for voting thereafter.
shareholders holding shares in demat form will now
(ii) Shareholders who have already voted prior to the meeting reach ‘Password Creation’ menu wherein they are
date would not be entitled to vote at the meeting venue. required to mandatorily enter their login password in
the new password field. Kindly note that this password
(iii) The shareholders should log on to the e-voting website is to be also used by the demat holders for voting for
www.evotingindia.com. resolutions of any other company on which they are
eligible to vote, provided that company opts for e-voting
(iv) Click on “Shareholders” module.
through CDSL platform. It is strongly recommended not
(v) Now enter your User ID to share your password with any other person and take
utmost care to keep your password confidential.
a. For CDSL: 16 digits beneficiary ID,
(xi) For shareholders holding shares in physical form, the
b. For NSDL: 8 Character DP ID followed by 8 Digits details can be used only for e-voting on the resolutions
Client ID, contained in this Notice.
c. Shareholders holding shares in Physical Form
(xii) Click on the EVSN for the relevant BLS International
should enter Folio Number registered with the
Services Limited on which you choose to vote.
Company.

(vi) Next enter the Image Verification as displayed and Click (xiii)
On the voting page, you will see “RESOLUTION
on Login. DESCRIPTION” and against the same the option “YES/
NO” for voting. Select the option YES or NO as desired.
(vii) If you are holding shares in demat form and had logged The option YES implies that you assent to the Resolution
on to www.evotingindia.com and voted on an earlier and option NO implies that you dissent to the Resolution.
e-voting of any company, then your existing password is
to be used. (xiv) Click on the “RESOLUTIONS FILE LINK” if you wish to
view the entire Resolution details.
(viii) If you are a first time user follow the steps given below:
(xv) After selecting the resolution you have decided to vote on,
For Shareholders holding shares in click on “SUBMIT”. A confirmation box will be displayed.
Demat Form and Physical Form If you wish to confirm your vote, click on “OK”, else to
change your vote, click on “CANCEL” and accordingly
PAN Enter your 10 digit alpha-numeric
modify your vote.
*PAN issued by Income Tax Department
(Applicable for both demat shareholders (xvi) Once you “CONFIRM” your vote on the resolution, you will
as well as physical shareholders) not be allowed to modify your vote.
• Shareholders who have not updated
their PAN with the Company/ (xvii) You can also take a print of the votes cast by clicking on
Depository Participant are requested “Click here to print” option on the Voting page.
to use the sequence number which is
(xviii) If a demat account holder has forgotten the login
printed on Postal Ballot / Attendance
password then Enter the User ID and the image
Slip indicated in the PAN field.
verification code and click on Forgot Password & enter
the details as prompted by the system.

171
BLS INTERNATIONAL SERVICES LIMITED | Annual Report 2019-20

(xix) Shareholders can also cast their vote using CDSL’s mobile mentioning their name, demat account number/folio
app “m-Voting”. The m-Voting app can be downloaded number, email id, mobile number at compliance@
from respective Store. Please follow the instructions blsinternational.net. The shareholders who do not
as prompted by the mobile app while Remote Voting on wish to speak during the AGM but have queries may
your mobile. send their queries in advance 7 (seven) days prior
to meeting mentioning their name, demat account
PROCESS FOR THOSE SHAREHOLDERS WHOSE number/folio number, email id, mobile number at
EMAIL ADDRESSES ARE NOT REGISTERED WITH THE compliance@blsinternational.net. These queries
DEPOSITORIES FOR OBTAINING LOGIN CREDENTIALS will be replied to by the company suitably by email.
FOR E-VOTING FOR THE RESOLUTIONS PROPOSED IN
THIS NOTICE: 6. Those shareholders who have registered
themselves as a speaker will only be allowed
1. For Physical shareholders- please provide to express their views/ask questions during the
necessary details like Folio No., Name of meeting.
shareholder, scanned copy of the share certificate
(front and back), PAN (self attested scanned copy of INSTRUCTIONS FOR SHAREHOLDERS FOR E-VOTING
PAN card), AADHAR (self attested scanned copy of DURING THE AGM ARE AS UNDER:-
Aadhar Card) by email to Company/RTA email id.
1. The procedure for e-Voting on the day of the AGM
2. For Demat shareholders -, please provide Demat is same as the instructions mentioned above for
account detials (CDSL-16 digit beneficiary ID or Remote e-voting.
NSDL-16 digit DPID + CLID), Name, client master or
copy of Consolidated Account statement, PAN (self 2. Only those shareholders, who are present in the
attested scanned copy of PAN card), AADHAR (self AGM through VC/OAVM facility and have not casted
attested scanned copy of Aadhar Card) to Company/ their vote on the Resolutions through remote
RTA email id. e-Voting and are otherwise not barred from doing
so, shall be eligible to vote through e-Voting system
3. The company/RTA shall co-ordinate with CDSL and available during the AGM.
provide the login credentials to the above mentioned
shareholders. 3. If any Votes are cast by the shareholders through
the e-voting available during the AGM and if the
INSTRUCTIONS FOR SHAREHOLDERS ATTENDING THE same shareholders have not participated in the
AGM THROUGH VC/OAVM ARE AS UNDER: meeting through VC/OAVM facility, then the votes
cast by such shareholders shall be considered
1. Shareholder will be provided with a facility to invalid as the facility of e-voting during the meeting
attend the EGM/AGM through VC/OAVM through the is available only to the shareholders attending the
CDSL e-Voting system. Shareholders may access meeting.
the same at https://www.evotingindia.com under
shareholders/members login by using the remote 4. Shareholders who have voted through Remote
e-voting credentials. The link for VC/OAVM will be e-Voting will be eligible to attend the AGM. However,
available in shareholder/members login where the they will not be eligible to vote at the AGM.
EVSN of Company will be displayed.
Note for Non – Individual Shareholders and Custodians
(xx)
2. Shareholders are encouraged to join the Meeting
through Laptops / IPads for better experience. • Non-Individual shareholders (i.e. other than
Individuals, HUF, NRI etc.) and Custodians are
3. Further shareholders will be required to allow required to log on to www.evotingindia.com and
Camera and use Internet with a good speed to avoid register themselves in the “Corporates” module.
any disturbance during the meeting.
• A scanned copy of the Registration Form bearing
4. Please note that Participants Connecting from Mobile the stamp and sign of the entity should be emailed
Devices or Tablets or through Laptop connecting via to helpdesk.evoting@cdslindia.com.
Mobile Hotspot may experience Audio/Video loss
due to Fluctuation in their respective network. It • After receiving the login details a Compliance
is therefore recommended to use Stable Wi-Fi or User should be created using the admin login and
LAN Connection to mitigate any kind of aforesaid password. The Compliance User would be able to
glitches. link the account(s) for which they wish to vote on.

5. Shareholders who would like to express their views/ • The list of accounts linked in the login should be
ask questions during the meeting may register mailed to helpdesk.evoting@cdslindia.com and on
themselves as a speaker by sending their request approval of the accounts they would be able to cast
in advance atleast 7 (seven) days prior to meeting their vote.

172
NOTICE

• A scanned copy of the Board Resolution and Power appointed as Scrutinizer to scrutinize the e-voting
of Attorney (POA) which they have issued in favour process in a fair and transparent manner.
of the Custodian, if any, should be uploaded in PDF
format in the system for the scrutinizer to verify the B. The Chairman shall formally propose to the
same. members participating through VC/OAVM facility to
vote on the resolutions as set out in the Notice of
• Alternatively Non Individual shareholders are the thirty sixth AGM and announce the start of the
required to send the relevant Board Resolution/ casting of vote through the e-voting system of CDSL.
Authority letter etc. together with attested specimen
signature of the duly authorized signatory who are C. The Scrutinizer shall, immediately after the
authorized to vote, to the Scrutinizer and to the conclusion of voting at the AGM, first count the
Company at the email address viz; ankit@indiacp. votes cast at the meeting, thereafter unblock the
com, compliance@blsinternational.net, if they have votes through e-voting and make a consolidated
voted from individual tab & not uploaded same in Scrutinizers’ report of the total votes cast in favor
the CDSL e-voting system for the scrutinizer to or against, if any, to the Chairman or the Person
verify the same. authorised by him in writing, who shall countersign
the same.
In case you have any queries or issues regarding
e-voting, you may refer the Frequently Asked D. The Scrutinizer shall submit his report to the
Questions (“FAQs”) and e-voting manual available at Chairman of the meeting, who shall declare the
www.evotingindia.com, under help section or write result of the voting. The results declared along
an email to helpdesk.evoting@cdslindia.com or call with the Scrutinizer’s report shall be placed on the
1800225533. Company’s website https://www.blsinternational.
com and on the website of CDSL - https://www.
i. All grievances connected with the facility for evotingindia.com/ and shall also be communicated
voting by electronic means may be addressed to the stock exchanges. The resolutions shall be
to Mr. Rakesh Dalvi, Manager, (CDSL) Central deemed to be passed at the AGM of the Company.
Depository Services (India) Limited, A Wing,
25th Floor, Marathon Futurex, Mafatlal Mill
Compounds, N M Joshi Marg, Lower Parel
(East), Mumbai - 400013 or send an email For and on Behalf of the Board
to helpdesk.evoting@cdslindia.com or call BLS International Services Limited
1800225533.

General Instructions:
Nikhil Gupta
A. Mr. Ankit Singhi, Partner of PI & Associates, Practising DATE: 29.07.2020 Managing Director
Company Secretary, bearing CP No. 16274 has been PLACE: New Delhi DIN: 00195694

173
BLS INTERNATIONAL SERVICES LIMITED | Annual Report 2019-20

EXPLANATORY STATEMENT (Pursuant To Section 102 of the Companies Act, 2013)

ITEM No. 4:

The Board of Directors, at its Meeting held on February 1, 2020 Leadership roles, in Multinational Companies as well as
appointed Mr. Nikhil Gupta (DIN 00195694) as Additional Director Indian conglomerates.
of the Company. The Board appointed him as Managing Director
under the Act for a period of three years with effect from February b) Past remuneration: Mr. Nikhil Gupta served as Managing
1, 2020 subject to the approval of Shareholders at ensuing Director of the Company till August 12, 2019. He was
Annual General Meeting. Members are requested to approve the drawing a monthly remuneration of Rupees Seven Lakhs
appointment of Mr. Nikhil Gupta (DIN 00195694) as Managing (inclusive of Rupees Six Lakhs monthly remuneration
Director of the Company for a period of three years with effect from subsidiary company) in his previous term as
from February 1, 2020. Managing Director of the Company.

The brief profile of Mr. Nikhil Gupta is as under: c) Recognition or awards: NIL

Mr. Nikhil Gupta is a Chartered Accountant by profession, with d) Job Profile and suitability: Mr. Nikhil Gupta as the
over 4 decades of experience in Audit, Consulting, Finance and Managing Director of the Company, shall oversee not
Leadership roles, in Multinational Companies as well as Indian only the day to day management of the Company but also
conglomerates. Prior to joining BLS International, he has been the incorporation, financing, development, operation and
serving as Managing Director and CEO of various manufacturing management of the various projects.
company for more than a decade, where he was instrumental in its
e) Remuneration proposed : The remuneration proposed to
turnaround and subsequent multifold growth to become a leader
be paid to Mr. Nikhil Gupta, Managing Director with effect
in its Industry. In his long distinguished career he has travelled
from February 1, 2020 shall be Rupees Sixty Lakhs per
extensively across the globe, and attended various Leadership
annum.
programs in India and overseas.
f) The remuneration paid /proposed to be paid is
I. In terms of Schedule V to the Companies Act, 2013, the
comparable and competitive, considering the industry,
relevant details are as under:
size of the company, the managerial position and the
1. Nature of Industry : Visa outsourcing credentials of the Managing Director.

2. Date or expected date of commencement of commercial g) Pecuniary relationship directly or indirectly with the
production : Not Applicable Company or relationship with the Managerial Personnel,
if any: not related to any Director/Key Managerial
3. In case of new companies, expected date of commencement personnel.
of activities as per project approved by financial institutions
appearing in the prospectus : Not Applicable III. OTHER INFORMATION:

4. Financial Performance based on given indicators: (1) Reasons of inadequate profits :

The Company is passing a Special Resolution pursuant


Particulars for the Financial Year Amount in lakhs to the proviso to the sub-section (1) of Section 197 of
ended 31st March 2020 the Companies Act, 2013 and as a matter of abundant
Net Sales and Other Income 7314.79 precaution, as the profitability of the Company may be
Operating Profit (Before Interest, 3203.28 adversely impacted in future due to Covid 19 pandemic
Depreciation and Tax) (PBIDT) during the period for which remuneration is payable to
Profit Before Depreciation & Tax 3144.63 Mr. Nikhil Gupta i.e. with effect from February 1, 2020.
(PBDT)
(2) Steps taken or proposed to be taken for improvement:
Profit Before Tax (PBT) 2953.16
Profit After Tax (PAT) 2307.14 The Company has embarked on a series of strategic and
operational measures that is expected to result in the
5. Foreign investments or collaborations, if any : Not
improvement in the present position. The inherent strengths
Applicable
of the Company, especially its reputation as a premium
II. INFORMATION ABOUT MR. NIKHIL GUPTA, MANAGING service provider, powerful brand and across globe visa
DIRECTOR: application centres are also expected to enable the Company
to position itself during adversities. The Company has also
a) Background details: Mr. Nikhil Gupta, aged 63 years, strategically planned to enhance provision of service and
is a Chartered Accountant by profession, with over 4 increase profits and has put in place measures to reduce
decades of experience in Audit, Consulting, Finance and cost and improve the bottom-line.

174
NOTICE

(3) Expected increase in productivity and profits in 2. Date or expected date of commencement of commercial
measurable terms: production : Not Applicable

The Company has taken various initiatives to maintain its 3. In case of new companies, expected date of
leadership, improve market share and financial performance. commencement of activities as per project approved by
It has been aggressively pursuing and implementing its financial institutions appearing in the prospectus : Not
strategies to improve financial performance. Applicable

IV. DISCLOSURES: 4. Financial Performance based on given indicators:

All the relevant information required to be disclosed in the


Particulars for the Financial Year Amount in lakhs
Board of Directors’ Report under the heading “Corporate
ended 31st March 2020
Governance” enclosed to the Annual Report 2019-20.
Net Sales and Other Income 7314.79
i. The remuneration package proposed to be given to Mr.
Operating Profit (Before Interest, 3203.28
Nikhil Gupta is as per the details given above. There is
Depreciation and Tax) (PBIDT)
no severance fee in the case of the aforesaid managerial
Profit Before Depreciation & Tax 3144.63
personnel, however stock option will be granted to him
(PBDT)
according to ESOP scheme of the Company. The respective
Profit Before Tax (PBT) 2953.16
tenure of the aforesaid managerial personnel shall be
Profit After Tax (PAT) 2307.14
governed by the resolutions passed by the Shareholders
in General Meetings with a notice period of one month by 5. Foreign investments or collaborations, if any : Not
either side. Applicable
ii. Mr. Nikhil Gupta is holding NIL Equity Shares of the
II. INFORMATION ABOUT MR. KARAN AGGARWAL, EXECUTIVE
Company of Face Value of H 1/- each.
DIRECTOR:
The brief profile of Mr. Nikhil Gupta, in terms of the
a) Background details: Mr. Karan Aggarwal, 34 years,
Regulation 36(3) of the SEBI Listing Regulations, 2015
has done graduation in Finance & Management from
and the Secretarial Standard on General Meeting (SS-2)
University of Bradford, UK and has completed the
issued by the Institute of Company Secretaries of India,
specialization course in Finance from Harvard University.
have been provided to this Notice.
b) Past remuneration: Mr. Karan Aggarwal served as
Except Mr. Nikhil Gupta and his relatives none of the
Executive Director of the Company till June 12, 2020.
Directors, Key Managerial Person or their relatives is
He was drawing a monthly remuneration of Rupees Two
concerned or interested in this resolution.
Lakhs Fifty Thousand in his previous term as Executive
The Board recommends resolution set out at this item for your Director of the Company.
approval to be passed as Special Resolution.
c) Recognition or awards: NIL

ITEM No. 5: d) Job Profile and suitability: Mr. Karan Aggarwal as


the Executive Director of the Company, is involved in
Mr. Karan Aggarwal (DIN 02030873) was appointed as Executive regulating day to day financing and banking requirements
Director of the Company on June 13, 2017 for a period of three of the Company.
years. The term of Mr. Karan Aggarwal as Executive Director has
expired on June 12, 2020. The candidature of Mr. Karan Aggarwal e) Remuneration proposed: The remuneration proposed to
is presented before the members seeking re-appointment for be paid to Mr. Karan Aggarwal, Executive Director with
another period of three years with effect from June 13, 2020. effect from June 13, 2020 shall be Rupees Thirty Six
Lakhs per annum.
The brief profile of Mr. Karan Aggarwal is as under:
f) The remuneration paid /proposed to be paid is
Mr. Karan Aggarwal has graduated in Finance & Management from
comparable and competitive, considering the industry,
University of Bradford, UK and has completed the specialization
size of the company, the managerial position and the
course in Finance from Harvard University. He has a decade-long
credentials of the Executive Director.
experience across diversified fields like Finance, Management,
Administration and Human Resource and has also been involved g) Pecuniary relationship directly or indirectly with the
in leading multiple organizations i.e. BLS Polymers Ltd., BLS Company or relationship with the Managerial Personnel,
Ecotech Ltd. and BLS International Services Ltd. if any: not related to any Director/Key Managerial
personnel.
I. In terms of Schedule V to the Companies Act, 2013, the
relevant details are as under:

1. Nature of Industry : Visa outsourcing

175
BLS INTERNATIONAL SERVICES LIMITED | Annual Report 2019-20

III. OTHER INFORMATION: ITEM No. 6


a. Reasons of inadequate profits : Mr. Ram Prakash Bajpai was appointed as Independent Directors of
the Company pursuant to Section 149 of the Companies Act, 2013
The Company is passing a Special Resolution pursuant
(“the Act”) read with Companies (Appointment and Qualification of
to the proviso to the sub-section (1) of Section 197 of
Directors) Rules, 2014, by the Shareholders at the Annual General
the Companies Act, 2013 and as a matter of abundant
Meeting held on 23rd September 2016 to hold office upto June 9,
precaution, as the profitability of the Company may be
2020 (“first term” as per the explanation to Section 149(10) and
adversely impacted in future due to Covid 19 pandemic
149(11) of the Act.). The Nomination & Remuneration Committee
during the period for which remuneration is payable to
at its Meeting held on June 20, 2020 after taking into account
Mr. Karan Aggarwal i.e. with effect from June 13, 2020.
the performance evaluation of Independent Directors, during
b. Steps taken or proposed to be taken for improvement: their first term of five years and considering the knowledge,
acumen, expertise and experience in their respective fields and
The Company has embarked on a series of strategic the substantial contribution made during their tenure as an
and operational measures that is expected to result in Independent Director since their appointment, has recommended
the improvement in the present position. The inherent to the Board that continued association of these Directors as an
strengths of the Company, especially its reputation as Independent Directors would be in the interest of the Company.
a premium service provider, powerful brand and across Based on the above, the Nomination & Remuneration Committee
globe visa application centres are also expected to and the Board has recommended the re-appointment of Mr. Bajpai
enable the Company to position itself during adversities. as Independent Directors on the Board of the Company, to hold
The Company has also strategically planned to enhance office for the second term of three consecutive years commencing
provision of service and increase profits and has put in from June 10, 2020 upto June 9, 2023 and not liable to retire by
place measures to reduce cost and improve the bottom- rotation. The Company has received a notice in writing pursuant to
line. Section 160 of the Companies Act, 2013 from a Member proposing
the candidature of Mr. Ram Prakash Bajpai for re-appointment to
c. Expected increase in productivity and profits in the office of Independent Director. Brief profile of Mr. Bajpai is as
measurable terms: under:

The Company has taken various initiatives to maintain Sh. Ram Prakash Bajpai (DIN : 07198693) holds a Doctorate
its leadership, improve market share and financial Degree from IIT Delhi and D.SC. from Hokkaido University, Japan.
performance. It has been aggressively pursuing and He is presently the Chancellor of Vel Tech Technical University,
implementing its strategies to improve financial Chennai. Dr. Bajpai has been Director/distinguished Scientist at
performance. Central Scientific Instrument Organization, Chandigarh. He has
experience of more than 50 years in electronics, microelectronics,
IV. DISCLOSURES:
material science, nanoelectronics, optoelectronics. Dr. Bajpai has
All the relevant information required to be disclosed in the successfully handled various Government positions of repute in
Board of Directors’ Report under the heading “Corporate the past.
Governance” enclosed to the Annual Report 2019-20.
Mr. Bajpai has given a declaration to the Board that he meets
V. The remuneration package proposed to be given to Mr. the criteria of independence as provided in Section 149(6) of
Karan Aggarwal is as per the details given above. There is the Companies Act, 2013 and Regulation 16 of the SEBI Listing
no severance fee or stock option in the case of the aforesaid Regulations. In terms of proviso to sub-section (5) of Section
managerial personnel. The respective tenure of the aforesaid 152, the Board of Directors is of the opinion that Mr. Bajpai fulfils
managerial personnel shall be governed by the resolutions the conditions specified in the Act for his re-appointment as an
passed by the Shareholders in General Meetings with a notice Independent Director. The Company has also received from the
period of one month by either side. above directors:- (i) the consent in writing to act as Director and
(ii) intimation that they are not disqualified under section 164(2) of
VI. Mr. Karan Aggarwal is holding NIL Equity Shares of the the Companies Act, 2013. (iii) a declaration to the effect that they
Company of Face Value of Re. 1/- each. are not debarred from holding the office of Director pursuant to
any Order issued by the Securities and Exchange Board of India
The brief profile of Mr. Karan Aggarwal, in terms of the
(SEBI).
Regulation 36(3) of the SEBI Listing Regulations, 2015 and the
Secretarial Standard on General Meeting (SS-2) issued by the A copy of draft letter for the re-appointment of the above Director
Institute of Company Secretaries of India, have been provided as Independent Director setting out the terms and conditions
to this Notice. would be available for inspection without any fee by the members
at the Registered Office of the Company during normal business
Except Mr. Karan Aggarwal and his relatives none of the
hours on any working day and the same has also been put up on
Directors, Key Managerial Person or their relatives is
the Company website www.blsintermational.com.
concerned or interested in this resolution.
The brief resume of said Directors, nature of their expertise
The Board recommends resolution set out at this item for
in functional areas, disclosure of relationships between
your approval to be passed as Special Resolution.

176
NOTICE

Directors, Directorships and Memberships of Committees of A copy of draft letter for the re-appointment of the above Director
the Board of Listed entities and shareholding as required under as Independent Director setting out the terms and conditions
Regulation 36(3) of the SEBI (Listing Obligations and Disclosure would be available for inspection without any fee by the members
Requirements) Regulations, 2015 as amended is set out in this at the Registered Office of the Company during normal business
Notice as Annexure A. hours on any working day and the same has also been put up on
the Company website www.blsintermational.com.
The Board recommend the Resolutions for re-appointment of the
Independent Director as Special Resolutions of this notice for your The brief resume of said Director, nature of their expertise
approval. in functional areas, disclosure of relationships between
Directors, Directorships and Memberships of Committees of
Mr. Bajpai is concerned or interested in the resolutions of the the Board of Listed entities and shareholding as required under
accompanying notice relating to the appointment. None of the Regulation 36(3) of the SEBI (Listing Obligations and Disclosure
other Directors, Key Managerial Personnel and relatives thereof Requirements) Regulations, 2015 as amended is set out in this
are concerned or interested in the Resolutions. Notice as Annexure A.

The Board recommend the Resolutions for re-appointment of the


ITEM No. 7
Independent Director as Special Resolution of this notice for your
Ms. Shivani Mishra was appointed as Independent Directors of approval.
the Company pursuant to Section 149 of the Companies Act, 2013
Ms. Mishra is concerned or interested in the resolutions of the
(“the Act”) read with Companies (Appointment and Qualification of
accompanying notice relating to the re-appointment. None of the
Directors) Rules, 2014, by the Shareholders at the Annual General
other Directors, Key Managerial Personnel and relatives thereof
Meeting held on September 23, 2016 to hold office upto June 30,
are concerned or interested in the Resolution.
2020 (“first term” as per the explanation to Section 149(10) and
149(11) of the Act.). The Nomination & Remuneration Committee
at its Meeting held on June 20, 2020 after taking into account ITEM No. 8
the performance evaluation of Independent Directors, during
their first term of five years and considering the knowledge, The Companies Act, 2013, had prescribe new format of
acumen, expertise and experience in their respective fields and Memorandum of Association (“MOA”) for companies limited by
the substantial contribution made during their tenure as an shares. Accordingly, with a view to rephrase enabling clause to
Independent Director since their appointment, has recommended continue exercise of borrowing power and in accordance with
to the Board that continued association of Ms. Mishra as an Section 4 and 13 of the Act, it is proposed to add clause under
Independent Director would be in the interest of the Company. existing Clause III (B) MOA.
Based on the above, the Nomination & Remuneration Committee
The Board at its meeting held on 14th November 2019 has
and the Board has recommended the re-appointment of these
approved alteration of the MOA of the Company and the Board now
Directors as Independent Directors on the Board of the Company,
seek Members’ approval for the same.
to hold office for the second term of five consecutive years
commencing from July 1, 2020 upto June 30, 2025 and not A copy of the proposed MOA of the Company would be available
liable to retire by rotation. The Company has received a notice in for inspection for the Members at the Registered Office/Corporate
writing pursuant to Section 160 of the Companies Act, 2013 from Office of the Company during the office hours on any working day,
a Member proposing the candidature of Ms. Shivani Mishra for except Saturdays, Sundays and public holidays, between 11.00
re-appointment to the office of Independent Director. Brief profile a.m. to 5.00 p.m. till the date of AGM.
of Ms. Mishra is as under:
None of the Directors, Key Managerial Person(s) of the Company
Ms. Shivani Mishra possesses more than ten years of experience including their relatives are, in any way, concerned or deemed to
in the fields of finance and accounts and holds a Master’s degrees be interested in the proposed resolution.
in commerce and business administration.
The Board recommends the Special Resolution set forth in this
Ms. Mishra has given a declaration to the Board that she meets Item for approval of the Members.
the criteria of independence as provided in Section 149(6) of
the Companies Act, 2013 and Regulation 16 of the SEBI Listing
Regulations. In terms of proviso to sub-section (5) of Section 152,
the Board of Directors is of the opinion that Ms. Mishra fulfils
For and on Behalf of the Board
the conditions specified in the Act for her re-appointment as an
BLS International Services Limited
Independent Director. The Company has also received from the
above directors:- (i) the consent in writing to act as Director and
(ii) intimation that they are not disqualified under section 164(2) of
the Companies Act, 2013. (iii) a declaration to the effect that they
are not debarred from holding the office of Director pursuant to Nikhil Gupta
any Order issued by the Securities and Exchange Board of India DATE: 29.07.2020 Managing Director
(SEBI). PLACE: New Delhi DIN: 00195694

177
BLS INTERNATIONAL SERVICES LIMITED | Annual Report 2019-20

Annexure A
Relevant information pursuant to Regulation 36 (3) of the LODR about the Directors.

Name of Director Sh. Ram Prakash Ms. Shivani Mr. Karan Aggarwal Mr. Nikhil Gupta Mr. Shikhar
Bajpai Mishra Aggarwal

DIN 07198693 07221507 02030873 00195694 06975729


Date of Birth 21.09.1944 22.11.1989 08.10.1986 06.10.1957 22.02.1991
Date of appointment 09.06.2020 01.07.2020 13.06.2020 01.02.2020 17.06.2016
Qualification Doctorate Master’s Graduated in Finance Chartered Graduate from Delhi
Degree from IIT degrees in & Management Accountant by University
Delhi and D.SC. commerce from University of profession
from Hokkaido and business Bradford, UK and
University, Japan administration specialization course
in Finance from
Harvard University
Expertise in specific Wide ranging Experience in Experience in Over 4 decades Over six years’
functional areas experience in the fields of diversified fields of experience in experience in
electronics, finance and like Finance, Audit, Consulting, Management and
microelectronics, accounts. Management, Finance and Leadership
material science, Administration and Leadership roles,
nanoelectronics, Human Resource. in Multinational
optoelectronics Companies as
well as Indian
conglomerates.
No. of shares held in NIL NIL NIL NIL 20,01,582
the Company (Equity
Shares of Re. 1/- each)
Relationship with other - - Cousion of - Cousin of Mr. Karan
Directors Mr. Shikhar Aggarwal Aggarwal
Directorship held in - - - - -
other Indian Listed
Companies
Chairman/Member a) Chairman a) Member NIL a) Member of Audit a) Member of
of Committees of of Audit of Audit Committee. Stakeholders
Board of Directors Committee. Committee Relationship
in listed companies Committee
(only Audit Committee b) Chairman of b) Member of
and Stakeholders Stakeholder Stakeholder
Relationship Committee. Committee.
Committee)

For and on Behalf of the Board


BLS International Services Limited

Nikhil Gupta
DATE: 29.07.2020 Managing Director
PLACE: New Delhi DIN: 00195694

178
NOTES
NOTES
Investor relations advisory

Registered Office:
G-4B-1 Extension, Mohan
Co-operative Indl. Estate, Mathura Road,
New Delhi – 110001, India
T: (91-11) 45795002
F:(91-11) 23755264
W: www.blsinternational.com

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