Bls International Annual RPT
Bls International Annual RPT
Bls International Annual RPT
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
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
Thanking you,
Yours truly,
AMIT SUDHAKAR
CHIEF FINANCIAL OFFICER
ENCL: AS ABOVE
THE flbnour
EMBRACING
CHANGE.
ENDURING
GROWTH.
CORPORATE OVERVIEW
STATUTORY REPORTS
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
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
1 of 3 15 ~47 million
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
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
J 418 crore
INPUTS Retained earnings
J 83 crore 62+
OUTCOMES EBITDA Countries of presence
Zero
Debt company
06
CORPORATE OVERVIEW
18 years 17378
Average experience of top No of shareholders as on 31 March 2020
management
07
BLS INTERNATIONAL SERVICES LIMITED | Annual Report 2019-20
Financial Highlights
Accelerating Growth, Delivering Results
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
2019-20 11 2019-20 52
PAT Margin
(in %)
2015-16 6
2016-17 8
2017-18 12
2018-19 13
2019-20 7
08
CORPORATE OVERVIEW
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
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
13
BLS INTERNATIONAL SERVICES LIMITED | Annual Report 2019-20
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.
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
16
CORPORATE OVERVIEW
Application Sewa Operator Scanner & Approval Verification, Delivery Sewa Document
Submission Kendra Photo Authority Processing, Process Kendra Printing
Approval
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.
17
BLS INTERNATIONAL SERVICES LIMITED | Annual Report 2019-20
Case Study
Money Transfer
Identification of Borrowers
18
CORPORATE OVERVIEW
OUR PRESENCE
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
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 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
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
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
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
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
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
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
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
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:
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
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. “
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
34
STATUTORY REPORTS
1. The ratio of the remuneration of each director to the median remuneration of the employees of the company for the financial
year;
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;
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 %
Consolidated
(H In Lakhs)
S.no. Particulars As on March 2020 As on March 2019 Variation %
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
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
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:
2. Names of subsidiaries which have been liquidated or sold during the year. NONE
39
BLS INTERNATIONAL SERVICES LIMITED | Annual Report 2019-20
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. 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
Amit Sudhakar
Chief Financial Officer
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
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.
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.
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 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
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 --
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
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
46
STATUTORY REPORTS
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
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
V) INDEBTEDNESS -Indebtedness of the Company including interest outstanding/accrued but not due for payment.
47
BLS INTERNATIONAL SERVICES LIMITED | Annual Report 2019-20
48
STATUTORY REPORTS
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
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
(d) Salient terms of the contracts or arrangements or transactions including the value, if any:
(h) Date on which the special resolution was passed in general meeting as required under first proviso to section 188:
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
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.
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:
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
IV. Prescribed CSR Expenditure (2% of Average Net Profit before Taxes): J 23.82/- (in lakhs)
a. Total amount to be spent for the financial year: H 23.82 Lakhs (Rupees Twenty Three Lakhs Eighty Two Thousand seventy only)
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
VI. Reasons for not spending the amount specified in item no. iv. above: Not Applicable
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
Date: 29.07.2020
Place: New Delhi
52
STATUTORY REPORTS
2. BOARD OF DIRECTORS
The details of composition and category of the Board of Directors of the Company as on March 31, 2020 is given below:
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:
(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
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.
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.
AUDIT COMMITTEE
S. Name of the Member(s) Designation No. of Meetings Held No. of Meetings
No. attended
(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:
1 27-05-2019
2 06-08-2019
3 01-02-2020
(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
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
(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
The current Risk Management Committee of your Company consists of three directors, namely:
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.
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.
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
(a) Location and time where the last three Annual General Meetings (“AGM”) were held is as under: -
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.
(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.
Not applicable.
60
STATUTORY REPORTS
(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
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
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
(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.
62
STATUTORY REPORTS
(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
Details of credit ratings obtained by the Company along with revisions thereto during the Financial Year 2019-2020 are furnished
herein below:
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
65
BLS INTERNATIONAL SERVICES LIMITED | Annual Report 2019-20
Annexure-A
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.
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.
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.
66
STATUTORY REPORTS
Annexure-B
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.
(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
1. Corporate Identity Number (CIN) of the Company - (a) HEALTH AND HYGIENE AWARENESS
L51909DL1983PLC016907 (b) BOOKS DISTRIBUTION/VOCATIONAL TRAINING
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
68
STATUTORY REPORTS
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
69
BLS INTERNATIONAL SERVICES LIMITED | Annual Report 2019-20
(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
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
71
Financial
Statements
STANDALONE
FINANCIAL STATEMENTS
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
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.
77
BLS INTERNATIONAL SERVICES LIMITED | Annual Report 2019-20
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
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
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
81
BLS INTERNATIONAL SERVICES LIMITED | Annual Report 2019-20
Standalone Statement of
Cash Flows for the year ended March 31, 2020
(H in Lakh)
82
FINANCIAL STATEMENTS
Standalone Statement of
Cash Flows for the year ended March 31, 2020
(H in Lakh)
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
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
83
BLS INTERNATIONAL SERVICES LIMITED | Annual Report 2019-20
Standalone Statement of
Changes in Equity for the year ended March 31, 2020
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
84
FINANCIAL STATEMENTS
85
BLS INTERNATIONAL SERVICES LIMITED | Annual Report 2019-20
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
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.
87
BLS INTERNATIONAL SERVICES LIMITED | Annual Report 2019-20
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
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
90
FINANCIAL STATEMENTS
91
BLS INTERNATIONAL SERVICES LIMITED | Annual Report 2019-20
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
92
FINANCIAL STATEMENTS
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.
93
BLS INTERNATIONAL SERVICES LIMITED | Annual Report 2019-20
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
94
FINANCIAL STATEMENTS
95
BLS INTERNATIONAL SERVICES LIMITED | Annual Report 2019-20
a) Reconciliation of shares outstanding at the beginning and at the end of the year
96
FINANCIAL STATEMENTS
c) Details of equity shares held by shareholders holding more than 5% of the aggregate shares in the Company
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.
97
BLS INTERNATIONAL SERVICES LIMITED | Annual Report 2019-20
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.
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.
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
99
BLS INTERNATIONAL SERVICES LIMITED | Annual Report 2019-20
100
FINANCIAL STATEMENTS
101
BLS INTERNATIONAL SERVICES LIMITED | Annual Report 2019-20
a) Gross amount required to be spent by the Company during the year is H 23.82 (March 31, 2019: H 12.53)
102
FINANCIAL STATEMENTS
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
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
104
FINANCIAL STATEMENTS
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
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
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)%]
106
FINANCIAL STATEMENTS
(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
(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
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
The company has exposure to the following risks arising from financial instruments:
- Credit risk
- Liquidity risk; and
- Market risk
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.
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.
108
FINANCIAL STATEMENTS
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.
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.
(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
109
BLS INTERNATIONAL SERVICES LIMITED | Annual Report 2019-20
the company as at the reporting date. 0.25% represents management’s assessment of reasonably possible change in
foreign exchange rate.
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
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
(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
*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.
114
FINANCIAL STATEMENTS
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.
115
BLS INTERNATIONAL SERVICES LIMITED | Annual Report 2019-20
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
116
Financial
Statements
CONSOLIDATED
BLS INTERNATIONAL SERVICES LIMITED | Annual Report 2019-20
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.
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
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
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
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
125
BLS INTERNATIONAL SERVICES LIMITED | Annual Report 2019-20
Consolidated Statement of
Cash Flows for the year ended March 31, 2020
(H in Lakh)
126
FINANCIAL STATEMENTS
Consolidated Statement of
Cash Flows for the year ended March 31, 2020
(H in Lakh)
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
127
BLS INTERNATIONAL SERVICES LIMITED | Annual Report 2019-20
Consolidated Statement of
Changes in Equity for the year ended March 31, 2020
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
128
FINANCIAL STATEMENTS
129
BLS INTERNATIONAL SERVICES LIMITED | Annual Report 2019-20
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.
130
FINANCIAL STATEMENTS
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..
131
BLS INTERNATIONAL SERVICES LIMITED | Annual Report 2019-20
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
133
BLS INTERNATIONAL SERVICES LIMITED | Annual Report 2019-20
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.
134
FINANCIAL STATEMENTS
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
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
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.
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
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.
139
BLS INTERNATIONAL SERVICES LIMITED | Annual Report 2019-20
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 - -
- -
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
140
FINANCIAL STATEMENTS
142
FINANCIAL STATEMENTS
a) Reconciliation of shares outstanding at the beginning and at the end of the year
c) Details of equity shares held by shareholders holding more than 5% of the aggregate shares in the Company
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.
143
BLS INTERNATIONAL SERVICES LIMITED | Annual Report 2019-20
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
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.
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
(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
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
145
BLS INTERNATIONAL SERVICES LIMITED | Annual Report 2019-20
(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
146
FINANCIAL STATEMENTS
147
BLS INTERNATIONAL SERVICES LIMITED | Annual Report 2019-20
148
FINANCIAL STATEMENTS
a) Gross amount required to be spent by the Company during the year is H 80.76 (March 31, 2019: H 60.66)
(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
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
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
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
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
(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
152
FINANCIAL STATEMENTS
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
The company has exposure to the following risks arising from financial instruments:
- Credit risk
- Liquidity risk; and
- Market risk
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.
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
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.
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
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
156
FINANCIAL STATEMENTS
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 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
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
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
(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
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
161
BLS INTERNATIONAL SERVICES LIMITED | Annual Report 2019-20
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
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.
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
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
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
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
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
170
NOTICE
(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
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:
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
175
BLS INTERNATIONAL SERVICES LIMITED | Annual Report 2019-20
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.
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
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