Bajaj Global Ltd

The Directors present their 39 (Thirty Nineth) Annual Report and Audited Statement of Accounts for the year ended 31st March, 2024.

The accounts for the year under review reflect a profit of Rs. 32.38 Lakhs. The Directors propose to appropriate the same as under:

The Directors in order to conserve the funds of the Company do not recommend any dividend for the year under review.

Your Company plans to take the performance to the next level by adopting modern ways and hence your Directors are confident of achieving better working results in the coming years.

As per the requirements of section 92(3) of the Act and Rules framed thereunder, the extract of the Annual Return for the financial year 2023-24 is available on the website of the company at www.bajajgloballtd.com.

During the Financial Year 2023-24, Nine (9) meetings of the Board of Directors of the Company were held i.e. on 21st April 2023, 19th May 2023, 25th May 2023, 10th August 2023, 01st September 2023, 07th November 2023, 09th November 2023, 03rd January 2024 and 12th February 2024.

During the year under review, a separate meeting of Independent Directors without the attendance of Non-Independent Directors and members of the Management, was held on 20th Day of March, 2024, as required under Schedule IV of the Companies Act, 2013 (Code for Independent Directors) read with Regulations 25(3) of the SEBI (Listing Obligation & Disclosure Requirements) Regulations, 2015.

The Independent Directors inter-alia reviewed the performance of the Non-Independent Directors, Chairman of the Company and the Board as a whole.

The Company has received necessary declarations from all the Independent Directors of the Company under Section 149(7) of the Companies Act, 2013, confirming that they meet the criteria of Independence laid down in Section 149(6) of the Companies Act, 2013.

In accordance with the provisions of Section 134(5) of the Companies Act, 2013, Your Directors confirm that:

i) In the preparation of Annual Accounts for the financial year ended March 31st, 2024, the applicable accounting standards have been followed along with proper explanation relating to material departures.

ii) The Directors have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit and loss of the Company for that period.

iii) The Directors have taken proper and sufficient care toward the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

iv) The Annual Accounts have been prepared on a going concern basis.

v) The Directors have laid down internal financial controls, which are adequate and are operating effectively.

vi) The Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and such systems are adequate and operating effectively.

During the year under review, there were no frauds reported by the Statutory Auditors to the Audit Committee of the Board under section 143(12) of the Companies Act, 2013.

The company being a Non-Banking Finance Company has not accepted any deposits from the public during the year under review and shall not accept any deposits from the public without obtaining prior approval of RBI.

There are no related party transactions as referred under Section 188(1) of the Companies Act, 2013 for the Financial Year 2023 - 24.

The Board of Directors of the Company has appointed M/s. More Daliya & Associates, Practicing Company Secretaries, Nagpur, to conduct Secretarial Audit for the Financial Year 2023-24. The Secretarial Audit Report for the Financial Year ended on March 31, 2024 is annexed herewith to this Report. The said report does not contain any qualification, reservation or adverse remark by the Secretarial Auditor.

Particulars of loan, guarantee and investments, if any covered under Section 186 of the Companies Act, 2013 are given in notes to the Financial Statements provided in this Annual report.

Your Directors informed that the Company is not required to abide the provisions of Section 135 of the Companies Act, 2013 and Rules made thereunder and Regulation 15(2) of SEBI (Listing Obligation & Disclosure Requirement) Regulations 2015 in relation to the Corporate Social Responsibility as the Company is not covered under any of the conditions / criteria mentioned under Section 135 of the Companies Act, 2013 and SEBI (Listing Obligation & Disclosure Requirement) Regulations 2015.

The Companies Act 2013 states that a formal annual evaluation needs to be made by the Board and Schedule IV of the Companies Act 2013 states that the performance evaluation of Independent Directors shall be done by the entire Board of Directors, excluding the Director being evaluated. The evaluation of all the Directors and the Board as a whole was being conducted.

In terms of Section 177 of the Companies Act, 2013 read with Rule 6 of the Companies (Meetings of Board and its Powers) Rules, 2014, the Audit Committee of the Board of Directors consisting of below mentioned Independent Directors:

As a practice of good Corporate Governance, all the recommendations made by the Audit Committee were accepted by the Board.

In terms of Section 178 of the Companies Act, 2013 read with Rule 6 of the Companies (Meetings of Board and its Powers) Rules, 2014, the Company has constituted Nomination & Remuneration Committee of the Board of Directors consisting of below mentioned Independent Directors:

As a practice of good Corporate Governance.

The Vigil Mechanism of the Company, which also incorporates a whistle blower policy in terms of Section 177(9) of the Companies Act, 2013 and Regulation 22 of SEBI (Listing Obligation & Disclosure Requirement) Regulations, 2015, includes an Ethics comprising senior Executives of the Company. Protected disclosures can be made by a whistle blower through an e-mail or letter. The policy on vigil mechanism may be accessed on the Company's website at www.bajajgloballtd.com.

Your Directors informed that pursuant to provisions of Regulation 17(5) of SEBI (Listing Obligation & Disclosure requirement) Regulations, 2015 every Listed Company is under an obligation to adopt a policy on Code of Conduct for all the Members of the Board of Directors and Senior Management. As per the said Regulation, the Board of Directors adopted the Policy on code of conduct for all the Members of Board of Directors and Senior management of the Company.

Your Directors are of the opinion that with respect to conservation of energy and technology absorption as prescribed under Section 134(3)(m) of the Companies Act 2013 read with the Companies (Accounts) Rules, 2014 are not relevant in view of the nature of business activities of the Company and hence, are not required to be given.

During the year under review, there is no foreign exchange earnings, outgo and expenditure.

In view of the provisions of the Companies Act, 2013, Shri Monal Malji (DIN 00511813) retires from the Board by rotation this year and being eligible, offers himself for re-appointment.

Apart from the above, there is no change as regard to the Directorship of the Company.

During the year under review Ms. Siddhi Sanjay Kashikar was appointed as Company Secretary and Chief Financial Officer under the provisions of Companies Act, 2013 and Compliance Officer under the terms of Regulation 6(1) of SEBI (LODR) Regulations 2015, w.e.f., 21st April, 2023.

However, Ms. Siddhi Sanjay Kashikar later resigned as the Company Secretary, Chief Financial Officer and Compliance Officer w.e.f. 07th November, 2023. The requisite forms were filed to give effect to this under the Provisions of Companies Act, 2013 and timely intimation in respect of the same was also given to Stock Exchange under the terms of SEBI (LODR) Regulations 2015.

For the Financial Year 2023-24, the company went on to appoint Ms. Shilpi Biswas as the Company Secretary, Chief Financial Officer (Key Managerial Personnel) under the provisions of Companies Act, 2013 and Compliance Officer under the terms of Regulation 6(1) of SEBI (LODR) Regulations 2015, w.e.f. 03rd January, 2024.

The Shares of the Company continued to be listed on the Stock Exchange, Mumbai. The Company has paid the annual listing fee for the financial year 2023-24.

The Equity Shares of the Company has the Electronic connectivity under ISIN No. INE552H01015. To provide service to the Shareholders, the Company has appointed M/s. Adroit Corporate Services Private Limited, 1st Floor, 19, Jaferbhoy Industrial Estate, Makwana Road, Marol Naka, Mumbai-400059 as Registrar and Transfer Agent of the Company for existing physical based and allied Secretarial Services for its Members / Investors and for Electronic Connectivity with NSDL and CDSL.

The members of the company, through a special resolution passed through Postal Ballot dated 21st December 2023, have approved the proposal for voluntary delisting. The status of the del- -isting is currently under processing.

Pursuant to the provisions of section 139 of the Companies Act, 2013 and the rules made thereunder, the auditors of the Company M/s VMSS & Associates, Chartered Accountants, Kolkata (Firm Reg. No. 328952E), were appointed at the Annual General Meeting of Financial Year 2021-22 by the shareholders for a term of 05 (Five) Years commencing from the conclusion of the 37th Annual General Meeting till the conclusion of the 42nd Annual General Meeting.

No application has been made under the Insolvency and Bankruptcy Code; hence the requirement to disclose the details of application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 during the year along with their status as at the end of the financial year is not applicable.

During the year under review, there has been no one time settlement of loans taken from Banks and Financial Institutions.

During the year under review, there are no orders passed by any authorities which impacts the going concern status and company's operations in future.

The Company has in place adequate internal financial controls with reference to financial statements. During the year, such controls were tested and no reportable material weakness in the design or operation was observed.

None of the Directors of your Company are disqualified as per the provisions of Section 164(2) of the Companies Act, 2013. Your Directors have made necessary disclosures, as required, under various provisions of the Companies Act, 2013 and SEBI LODR.

No material changes / events affecting the financial position of the Company occurred between the end of the financial year 31st March, 2024 till date of this report.

Your Directors are grateful to Bankers for their continued support, co-operation and assistance during the year. Your Directors express their thanks for the sincere and dedicated efforts put in by the workers, staff and officers during the year.