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BHALCHANDRAM CLOTHING LIMITED

Regd. Off.: 307, Arun Chambers, Tardeo Road, Mumbai - 400 034,
—_ Tel: 4050 0100 Fax ; 4050 0150, Email : investor@bhalchandram.com
Website : www.bhalchandram.com, CIN : L17120MH2005PLC156451

September 05, 2020

To,
Listing Department
National Stock Exchange of India — ITP Platform,
3 Floor, Exchange Plaza, C-1, Block G,
Bandra Kurla Complex, Bandra East
Mumbai - 400 051.

Ref: Bhalchandram Clothing Limited - BHALCHANDR

y as per
Sub.: Submission of 15'" Annual Report for the Financial Year 2019-20 of the Compan
ent) Regulations, 2015
Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirem

Dear Sir/ Madam,

September 28, 2020.

The 15t* Annual General Meeting of the Company to be held on Mon day, for
In this regard, please find enclosed 15% Annual Report of the Company
Obligations and Disclosure
Financial Year 2019-20, as per Regulation 34 of the SEBI (Listing
Requirements) Regulations, 2015.

The same is for your records.

Kindly take a note of the same.

Thanking you,

Yours faithfully,
ted
For Bhalchandram Clothing Limi

LOM
Ujwal Lahoti
Managing Director
DIN: 00360785

Encl: As above
—$—_—_—_———

Scanned with CamScanner

BBHHAALLCCHHAANNDDRRAAM
M CCLLO
OTTHHIINNGG LLIIM
MIITTEEDD

Annual Report 2019-20

1
Contents

Corporate Information

Directors’ Report

Annexure’s to directors Report

Management Discussion & Analysis

Standalone Financial Statement

Auditors’ Report

Balance Sheet

Statement of Profit & Loss Account

Corporate Information

BOARD OF DIRECTORS

Mr. Ujwal R. Lahoti Managing Director

Mr. Umesh R Lahoti Executive Director
Mr. Aadhitiya U Lahoti Non-Executive Director
Mr. Prakash R. Bang Independent Director
Mr. Mahesh M. Bhattad Independent Director
Ms. Meghna V. Panchal Independent Woman Director

BANKERS

Punjab National Bank

ICICI Bank
Shinhan Bank
Oriental Bank of Commerce

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REGISTERED OFFICE

307, Arun Chambers, Tardeo Road,

Mumbai – 400 034.
Tel. No. +91-22-4050 0100 I Fax. No. +91-22-4050 0140
Email: investor@bhalchandram.com
Web: www.bhalchandram.com

REGISTRARS & SHARE TRANSFER AGENTS

Link Intime India Private Limited

C-101, 247 Park, L.B.S. Marg,
Vikhroli (West), Mumbai – 400 083
Tel No : +91 22 49186270
Fax: +91 22 49186060
E-mail id : rnt.helpdesk@linkintime.co.in
Website : www.linkintime.co.in

Corporate Identity Number (CIN): L17120MH2005PLC156451

Company Secretary & Compliance Officer: Mr. Sunil Kumar Patel (A34445)

Statutory Auditors: LAHOTI NAVNEET & Co.

Chartered Accountants
FRN : 116870W
516, The Summit Business Bay,
Near PVR cinema, Chakala ,
Andheri (E), Mumbai 400093
Email: info.lahotinavneetandco@gmail.com

Website: www.bhalchandram.com

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 DIRECTORS’ REPORT

TO THE MEMBERS OF
BHALCHANDRAM CLOTHING LIMITED

Your Company’s Directors the take pleasure in presenting the 15th Director’s Report along
with Audited Financial Statements of your Company for the Financial Year ended March 31,
2020.

Financial Highlights

The financial performance of the Company, for the year ended March 31, 2020 is
summarized below:
(in Rs.)
Particulars March 31, 2020 March 31, 2019
Sales 13,72,96,173 166,851
Other Income 1,45,16,119 31,22,022
Total Income 15,18,12,292 3,288,873

Less: Operating and Admin. Expenses 13,49,04,627 1,108,259

Profit/Loss Before Tax 1,69,07,665 2,180,614

Depreciation 0 0

Tax
Current Tax 37,86,064 568,902
Tax adjustment of earlier years 1,27,911 0
Deferred Tax 0 0

Profit/(Loss) after Tax 1,29,93,690 1,611,712

Earnings per share (Rs.) : Basic 23.20 2.88

Diluted 23.20 2.88

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STATE OF COMPANY’S AFFAIRS

i Segment-wise position of No, there is no Segment-wise position of

business and its operations business and its operations
ii Change in status of the company No
iii Key business developments -
iv Change in the financial year No, Company follows the same Financial Year
v Capital expenditure programmes -
vi Details and status of acquisition, merger, Company has neither plan for Acquisition/Merger
expansion, modernization and nor any of the activity done during the Financial
diversification Year 2019-20
vii Any other material event having -
an impact on the affairs of the company

Results of Operations

During the year under review your Company has reported a total income of Rs. 1518.12
lakhs as compared to previous years proceeds of Rs. 32.89.

Dividend

Owing to inadequacy of profit, no Dividends are recommended for the year under review.

Transfer of amounts to Investor Education and Protection Fund

Your Company did not have any funds lying unpaid or unclaimed for a period of seven years.
Therefore, there were no funds which were required to be transferred to Investor Education
and Protection Fund (IEPF).

Transfer to Reserves

Company has not transferred any amount to the Reserves during the Financial Year
2019-20.

Nature of Business and Changes therein

The Company is engaged in the business of trading of Cotton textiles and to specialize in the
export of quality Cotton Yarns and fabrics. The Company covers a wide variety of Cotton

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Yarns including carded & combed ring spun yarns of coarse & fine counts, ply yarns, special
yarns and grey fabrics.

During the year under review, there has been no change in the nature of business of the
Company.

Management Discussion and Analysis Report

As per the provisions of the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, the Management Discussion and Analysis of the financial condition and
results of consolidated operations of the Company under review, is annexed and forms an
integral part of the Annual Report.

Subsidiary Companies, Joint Ventures and Associate Company

The Company does not have any subsidiary Company, Joint Venture or Associate Company
and no such Company ceased to exist as per the provisions of Section 2(87) of the
Companies Act, 2013 as on March 31, 2020.

Deposit

During the year under review, your Company did not accept any deposits in terms of Section
73 of the Companies Act, 2013 read with the Companies (Acceptance of Deposit) Rules,
2014. No amounts were outstanding which were classified as ‘Deposits’ under the
applicable provisions of Companies Act, 2013 as on the date of Balance Sheet and hence,
the requirement for furnishing of details of deposits which are not in compliance with the
Chapter V of the Companies Act, 2013 is not applicable.

Particulars of Contracts or Arrangements with Related Parties

The Section 188 of the Companies Act, 2013 read with the Companies (Meetings of Board
and its Powers) Rules, 2014 specifies the requirement for approval of the Board and/or the
Members, as and when applicable in related party transactions in relation to
contracts/arrangements.

During the year under review the Company has not entered into related party transactions
as per the provisions of Section 188 of the Companies Act, 2013. Transactions with the

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related parties consist off only unsecured loans accepted which are outside the purview of
section 188 of the Act hence disclosure in Form AOC-2 is not required.

Particulars of Loans, Guarantees and Investments

The Company has not provided any Loans, Guarantees during the year.

Board of Directors and Key Managerial Personnel

As on the date of this report, the Company’s Board consists of the following Directors:
1. Mr. Prakash R. Bang
2. Mr. Mahesh M. Bhattad
3. Ms. Meghna V. Panchal
4. Mr. Ujwal R. Lahoti
5. Mr. Umesh R. Lahoti
6. Mr. Aadhitiya U. Lahoti

1. Appointments and Resignations.

Ms. Priyam Agarwal resigned from the post of Company Secretary & Compliance Officer
with effect from April 19, 2019 & Mr. Sunil Kumar Patel has appointed as Company
Secretary & Compliance Officer with effect from November 22, 2019

2. By rotation and Re-appointments

Mr. Umesh Lahoti (DIN: 00361216), Director retire by rotation at the forthcoming Annual
General Meeting and being eligible, offers himself for reappointment.

Committees of Board

The Board has 3 Committees: Audit Committee, Stakeholder’s Relationship Committee and
Nomination and Remuneration Committee. A detailed note on the functions of the Board
and Committee are provided hereunder. The Composition of the Committees are as follows:

1. Audit Committee
The Company has constituted the Audit committee ("Audit Committee"), as per the
provisions of Section 177 of the Companies Act, 2013,

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The Audit Committee comprises of the following members:

Name of the Director Designation in the Committee

Mr. Prakash R Bang Chairman
(Independent Director)
Mr. Mahesh M Bhattad Member
(Independent Director)
Mr. Umesh R Lahoti Member
(Executive Director)

All the members are financially literate and have accounting / related financial management
expertise.

The Audit Committee advises the Management on the areas where internal control system
can be improved. The Company has appointed Mittal & Mittal., Chartered Accountants as
Internal Auditors to review and report on the internal control system. The report of the
internal auditors is reviewed by the Audit Committee. The Internal Auditors submits their
recommendations for the Audit Committee and provides their road map for future action.

The Role, function, responsibility and constitution of the Audit Committee is in accordance
to the provisions of Section 177 of the Companies Act, 2013 and as per SEBI (Listing
Obligations and Disclosure Requirements) Regulations 2015.

The Audit Committee functions according to its Charter that defines its composition,
authority, responsibilities and reporting functions. The terms of reference of the Audit
Committee, inter alia, includes the following function:
 To investigate any activity within its terms of reference.
 To seek information from any employee
 To obtain outside legal or other professional advice
 To secure attendance of outsiders with relevant expertise if it considers necessary
 Oversight of the Company's financial reporting process and the disclosure of its financial
information to ensure that the financial information is correct, sufficient and credible.
 Recommending to the Board of Directors, the appointment, re-appointment and, if
required, the replacement or removal of the statutory auditor and the fixation of audit
fees.
 Approval of payment to statutory auditors for any other services rendered by the

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 statutory auditors
 Reviewing, with the management, the annual financial statements before submission to
the Board of Directors for approval, with particular reference to:
a. Matters required to be included in the Directors' Responsibility Statement to be
included in the Director's report in terms of clause (2AA) of section 217 of the
Companies Act, 1956.
b. Changes, if any, in accounting policies and practices and reasons for the same.
c. Major accounting entries involving estimates based on the exercise of judgment by
management.
d. Significant adjustments arising out of audit.
e. Compliance with listing and other legal requirements relating to financial statements.
f. Disclosure of any related party transactions.
g. Qualifications in the draft audit report.
 Reviewing, with the management, the half-yearly financial statements before submission
to the Board of Directors for approval.
 Reviewing, with the management, the statement of uses / application of funds raised
through an issue.
 Reviewing, with the management, performance of statutory and internal auditors, and
adequacy of the internal control systems.
 Reviewing the adequacy of internal audit function, if any, including the structure of the
internal audit department, staffing, and seniority of the official heading the department,
reporting structure coverage and frequency of internal audit.
 Discussion with internal auditors any significant findings and follow up there on.
 Reviewing the findings of any internal investigations by the internal auditors into matters
where there is suspected fraud or irregularity or a failure of internal control systems of a
material nature and reporting the matter to the Board of Directors.
 Discussion with statutory auditors before the audit commences, about the nature and
scope of audit as well as post-audit discussion to ascertain any area of concern.
 To look into the reasons for substantial defaults in the payment to the depositors,
debenture holders, shareholders (in case of non-payment of declared dividends) and
creditors.
 To review the functioning of the Whistle Blower mechanism, in case the same is existing.
 Approval of appointment of CFO (i.e., the whole-time Finance Director or any other
person heading the finance function or discharging that function) after assessing the
qualifications, experience & background, etc. of the candidate.
 Carrying out any other function as mentioned in the terms of reference of the Audit

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 Committee.
In addition to the above, carry out such other functions/powers as may be delegated by the
Board of Directors to the Committee from time to time.

2. Stakeholder’s Relationship Committee

The Stakeholder’s Relationship Committee comprises of the following members:

Name of the Director Designation in the Committee

Mr. Mahesh M Bhattad Chairman
(Independent Director)
Mr. Ujwal R Lahoti Member
(Managing Director)
Mr. Umesh R Lahoti Member
(Executive Director)

The terms of reference of Shareholders / Investors Grievance Committee complies with

requirements of as per SEBI (Listing Obligations and Disclosure Requirements) Regulations
2015 and as per the provisions of Section 178 of the Companies Act, 2013. Mr. Mahesh R.
Bhattad is the Chairman of Shareholders / Investors Grievance Committee.

The terms of reference of Stakeholders Relationship Committee inter alia includes the
following:

 Redressal of Shareholders’, debenture holders’ and other security holders’ investors

complaints including complaints related to transfer of shares;
 Allotment of shares, approval of transfer or transmission of shares, debentures or any
other securities;
 Issue of duplicate certificates and new certificates on split/consolidation/renewal;
 Non-receipt of declared dividends, balance sheets of the Company; and
 Carrying out any other function as prescribed in the Listing Regulations.

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3. Nomination and Remuneration Committee:

The Nomination and Remuneration Committee comprises of the following:

Name of the Director Designation in the Committee

Ms. Meghna V Panchal Chairperson
(Independent Director)
Mr. Mahesh M Bhattad Member
(Independent Director)
Mr. Prakash R Bang Member
(Independent Director)

In compliance with Section 178 of Companies Act, 2013 and Regulation 19 of SEBI (Listing
Obligation and Disclosure Requirement) Regulations the Board Constituted the Nomination
and Remuneration Committee comprising of Three Non-Executive Independent Directors of
the company with the following Roles and functions:

 To lay down criteria and terms and conditions with regard to identifying persons who
are qualified to become Directors (Executive and Non-Executive) and persons who may
be appointed in Senior Management and Key Managerial positions to determine their
remuneration.
 To determine their remuneration based on the Company’s size,financial position, trends
and practices on remuneration prevailing in peer companies.
 To formulate criteria for evaluation and carry out evaluation of performance of
directors, as well as Key Managerial, Independent Directors and Senior Management
Personnel.
 To provide them reward linked directly to their effort, performance, dedication and
achievement relating to Company’s operations.
 To retain, motivate and promote talent and to ensure long term sustainability of
talented managerial personnel and create competitive advantage.
 To ensure no violation by an employee of any applicable laws in India or overseas,
including:
i) The Securities Exchange Board of India (Insider Trading) Regulations, 1992; ame or
ii) The Securities Exchange Board of India (Prohibition of Fraudulent and Unfair Trade
Practices relating to the Securities Market) Regulation,1995.

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 To formulate detailed terms and conditions of employee stock option schemes including
details pertaining to quantum of options to be granted, conditions for lapsing of vested
options, exercise period, adjustments for corporate actions and procedure for cashless
exercise and such other functions as are required to be performed by the Remuneration
Committee under the Securities Exchange Board of India(Employee Stock Option
Scheme and Employee Stock Purchase Scheme) Guidelines, 1999 as amended (“ESOP
Guidelines”), in particular those stated in Clause 5 of ESOP Guidelines; as and when
required.
 To devise a policy on Board Diversity.
 To identifying persons who are qualified to become directors and may be appointed on
senior management in accordance with the criteria laid down and recommend to the
board their appointment and removal.
 To develop a succession plan for the Board and to regularly review the plan.

Declaration by Independent Directors

Mr. Prakash R Bang, Ms. Meghna V Panchal and Mr. Mahesh M Bhattad are the
Independent Directors on the Board of the Company. The Company has received the
declaration from all the Independent Directors confirming that they meet the criteria as set
out in the provisions of Section 149(6) of the Companies Act, 2013 and SEBI (Listing
Obligations and Disclosure Requirements) Regulations 2015.

Mr. Prakash Ramchandra Bang is Re-appointed as an Independent Director of the Company,

for a second term of Five Consecutive Years from February 12, 2020.

Mr. Mahesh Muralidhar Bhattad is Re-appointed as an Independent Director of the

Company, for a second term of Five Consecutive Years from February 12, 2020.

Vigil Mechanism/Whistle Blower

The Vigil Mechanism as envisaged in the Companies Act 2013 and the Rules prescribed is
implemented through the Whistle Blower Policy to provide for adequate safeguards against
victimization of persons who use such mechanism and make provision for direct access to
the Chairman of Audit Committee. This vigil mechanism has been formulated with a view to
provide a mechanism for Directors/ Employees of the Company to approach the Chief Ethics
Officer of the Company or Chairman of the Audit Committee of the Company or Chairman of
the Company or Corporate Governance Cell.

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Company has made arrangements of vigil mechanism under which Company has formed
some rules, regulation & Code of Conducts. All these mechanisms are for proper & fluent
working of the business activities. Following are the Objectives of Vigil Mechanism:

 To encourage employees to bring ethical and legal violations they are aware of to an
internal authority so that action can be taken immediately to resolve the problem
 To minimize the organization’s exposure to the damage that can occur when employees
circumvent internal mechanisms
 To let employees, know the organization is serious about adherence to codes of
conduct.

To support this Vigil Mechanism of the Company in full measure, members are requested to
send their opinion, Suggestions or complaints on following address:

Add.: 307, Arun Chambers, Tardeo Road, Mumbai - 400034

E-mail Id: investor@bhalchandram.com

Directors’ Responsibility Statement

Pursuant to sub-section (5) of Section 134 of the Companies Act, 2013 and to the best of
their knowledge and belief and according to the information and explanations obtained
/received from the operating management, your Directors make the following statement
and confirm that-

(a) in the preparation of the annual accounts, the applicable accounting standards had been
followed along with proper explanation relating to material departures;

(b) the directors had selected such accounting policies and applied them consistently and
made judgments and estimates that are reasonable and prudent so as to give a true and fair
view of the state of affairs of the company at the end of the financial year and of the profit
and loss of the company for that period;

(c) the directors had taken proper and sufficient care for the maintenance of adequate
accounting records in accordance with the provisions of this Act for safeguarding the assets
of the company and for preventing and detecting fraud and other irregularities;

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(d) the directors had prepared the annual accounts on a going concern basis;

(e) the directors had laid down internal financial controls to be followed by the Company
and that such internal financial controls are adequate and were operating effectively; and

(f) the directors had devised proper systems to ensure compliance with the provisions of all
applicable laws and that such systems were adequate and operating effectively.

Auditors and Auditors’ Report

Lahoti Navneet & Company, Chartered Accountants, (ICAI FRN: 116870W), Statutory Auditor
of the Company who are currently the Statutory Auditor of the Company have expressed
their willingness to be continue to act as Statutory Auditor of the Company.

As required under the provisions of the Section 139 of the Companies Act, 2013, the
Company has obtained written confirmation from M/s. Lahoti Navneet & Company,
Chartered Accountants, if made, would be in conformity with the limits specified in the
Section. Your Directors propose and wish the ratification of their appointment for the
benefit of the Company and request the Shareholders to approve the ratification of
appointment of the Statutory Auditors and fix their remuneration.

In terms of the provisions relating to statutory auditors forming part of the Companies
Amendment Act, 2017, notified on May 7, 2018, ratification of appointment of Statutory
Auditors at every AGM is no more a legal requirement. Accordingly, the notice convening
the ensuing AGM does not carry any resolution on Ratification of the appointment of the
Statutory Auditors.

The notes on accounts referred to the Auditor’s Report are self – explanatory and there has
been no qualification/ remark made there under and therefore the same does not call for
any further comments/explanation from the Directors.

Being the Statutory Auditors for the Financial Year 2019-20, M/s Lahoti Navneet &
Company, Chartered Accountants, have audited the Books of Accounts of the company.

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The observations made in the Auditors Report read together with relevant notes thereon
are self explanatory and hence do not call for any further comments under Section 134, of
the Companies Act, 2013.

Reporting of Frauds by Auditors

For the Financial year 2019-20, the Statutory Auditor has not reported any instances of
frauds committed in the Company by its Officers or Employees.

Credit Rating of Securities

Taking of Credit Rating from credit Rating Agency is not applicable on the Company.

Corporate Insolvency Resolution Process initiated under The Insolvency and Bankruptcy
Code, 2016 (IBC)

No such process initiated during the period under review under the Insolvency and
Bankruptcy Code, 2016 (IBC)

Failure to Implement any Corporate Action

All the corporate action taken during financial year 2019-20 and reporting for the same with
the concerned department has been completed within specified time limit.

Secretarial Auditor

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has
appointed Atul Kulkarni and Associates, a Practicing Company Secretary to undertake the
Secretarial Audit of the Company. The Report of the Secretarial Audit Report forms part of
this report as “Annexure-1”.

Equity Shares with Differential Rights.

The Company has not issued any equity shares with differential rights / sweat equity shares/
employee stock options or not made any provision of its own shares by employees or by
trustees for the benefit of employees during the financial year 2019-2020

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The Company has not made any purchase or provision of its own shares by employees or by
trustees for the benefit of employees during the financial year 2019-2020.

Disclosure of Remuneration paid to Director and Key managerial personal

The table containing the names and other particulars of employees in accordance with the
provisions of Section 197(12) of the Companies Act, 2013, read with Rule 5(1) of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is
appended as Annexure-2 to the Board's report.

Significant and Material Orders

There are no significant and material orders passed by the regulators or courts or tribunals
impacting the going concern status and Company's operations in future.

Extracts of Annual Return

As per the provisions of Section 134(3)(a) of the Companies Act, 2013, an extract of the
annual return in the prescribed format in Form MGT-9 is annexed to this Board’s Report as
Annexure-3.

Number of meetings of the Board and Audit Committee

1. Board of Directors Meetings.

During the Financial Year 2019-20, the Company held 6 board meetings of the Board of
Directors as per Section 173 of Companies Act, 2013 which is summarized below. The
provisions of Companies Act, 2013 and listing agreement were adhered to while considering
the time gap between two meetings.

S No. Date of Board Strength No. of Directors Present

Meeting
1 30/05/2019 6 6
2 19/08/2019 6 6
3 01/11/2019 6 4
4 14/11/2019 6 6
5 22/11/2019 6 5
6 14/02/2020 6 6

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2. Meeting of Audit Committee.

Audit Committee Meetings were convened and held on, 30/05/2019, 19/08/2019,
14/11/2019, and 14/02/2020.

3 .Meeting of Stakeholders Committee.

Stakeholder Relationship Committee Meetings were convened and held on 30/05/2019,

19/08/2019, 14/11/2019, and 14/02/2020

4.Meeting of Nomination & Remuneration Committee.

Nomination & Remuneration Committee Meetings was held on 19/08/2020 and

22/11/2019.
Annual Evaluation of the Board

For Board Evaluation : Manner of Evaluation

The Board evaluated its performance against the parameters laid down by the Nomination
& Compensation Committee, the evaluation of individual Directors was carried out against
the laid down parameters, anonymously in order to ensure objectivity. Reports on
functioning of Committees were placed before the Board by the respective Committee
Chairman after discussions with their Committee members.

The Independent Directors Committee of the Board also reviewed the performance of the
Chairman, other non-Independent Directors and the Board, pursuant to Schedule IV to the
Act and Regulation 25 of the Listing Regulations.

Remuneration policy

The Board has, on the recommendation of the Nomination & Remuneration Committee
framed a policy for selection and appointment of Directors, Senior Management and their
remuneration. The remuneration is decided after considering various factors such as
qualification, experience, performance, responsibilities shouldered, industry standards as
well as financial position of the Company.

Explanation or comments by the board on qualifications, reservations or adverse remarks

or disclaimer made

Auditors report read with notes to Financial Statements are self explanatory and do not call
for any further comments.

17
Statutory disclosures

The particulars as prescribed under sub-section (3)(m) of Section 134 of the Companies Act,
2013, read with the Companies (Accounts) Rules, 2014, as amended up-to-date, are set out
hereunder:
Energy Conservation Measures, Technology Absorption and R & D Efforts and Foreign
Exchange Earnings and Outgo

Your Company is not engaged in any manufacturing activity and thus its operations are not
energy intensive. However adequate measures are always taken to ensure optimum
utilization and maximum possible saving of energy. The Company has installed energy
conservative equipment’s like LED (Light Emitting Diode) lights instead of CFL (Compact
Fluorescent Lamp).

The Company has maintained a technology friendly environment for its employees to work
in. Your Company uses latest technology and equipment’s. However since the Company is
not engaged in any manufacturing, the information in connection with technology
absorption is NIL.

Foreign Exchange Earnings and Outgo:

During the period under review the Company has earned Foreign Exchange of
Rs. 13,72,96,173/- when compared to previous year earning of Rs. 1,66,851/-. There has
been outgo of Rs.71,202/-.

Code of conduct:-

Principles, Practices and Values

Your Company is committed to the principles of effective corporate governance. We believe

that adherence to these principles is essential to maintaining shareholder trust and securing
long-term growth. We are of the opinion that growth, governance, empowerment,
transparency, compliance are all equally relevant and applicable to businesses - not just to
Government.

Thus, the Corporate Governance practices of the Company provide transparency in

disclosures of the Company’s activities, business plans, operating results and future
strategy.

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Obligation of company under the sexual harassment of women at workplace (prevention,
prohibition and redressal) Act, 2013

In order to prevent sexual harassment of women at work place a new act The Sexual
Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 has
been notified on 9th December, 2013. Under the said Act every company is required to set
up an Internal Complaints Committee to look into complaints relating to sexual harassment
at work place of any women employee.

Company has adopted a policy for prevention of Sexual Harassment of Women at workplace
and has set up Committee for implementation of said policy. During the year Company has
not received any complaint of harassment.

Internal Financial Control

The Board has adopted the policies and procedures for ensuring the orderly and efficient
conduct of its business, including adherence to the Company's policies, the safeguarding of
its assets, the prevention and detection of frauds and errors, the accuracy and completeness
of the accounting records, and the timely preparation of reliable financial disclosures.

Risk Management

Risk management is the identification, assessment, and prioritization of risks followed by

coordinated and economical application of resources to minimize, monitor, and control the
probability and/or impact of unfortunate events or to maximize the realization of
opportunities. Risk management’s objective is to assure uncertainty does not deflect the
endeavor from the business goals.
The Company is in the process of laying down procedures to inform the members of the
Board about the risk assessment and minimization procedures.

Corporate Social Responsibility

The Corporate Social Responsibility criteria is not applicable to the Company.

Details of Significant and Material orders passed by the regulators or Courts or Tribunals
impacting the going concern status and Company’s operations in future

No significant and Material Orders passed by the Regulatory authority or Court of Tribunals
impacting the going concern Status and Company’s operation in future during the financial
year ended March 31, 2020.

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Business Responsibility Report

Business responsibly report is applicable to top five hundred listed companies based on
market capitalization as on March 31, 2020 therefore business responsibility report is not
applicable for this company.

Secretarial Standards:

The Company has complied with all the Secretarial Standards.

Report on Corporate Governance

As per the provisions of SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015 the Corporate Governance requirements are not applicable to the Company whose
shares are listed on SME Exchange or ITP Platform therefore report on Corporate
Governance is not applicable to your Company as it is listed on ITP Emerge Platform.

Acknowledgement

Your Directors wish to express their grateful appreciation for co-operation and support
received from customers, financial institutions, Banks, regulatory authorities, customers,
vendors and members and the society at large.

Deep sense of appreciation is also recorded for the dedicated efforts and contribution of the
employees at all levels, as without their focus, commitment and hard work, the Company’s
consistent growth would not have been possible, despite the challenging environment.

For and on behalf of the Board of Directors

Sd/- Sd/-
Place: Mumbai Ujwal R. Lahoti Umesh R. Lahoti
Date: August 21, 2020 (Managing Director) (Director)
(DIN 00360785) (DIN: 00361216)

20
 Annexure-1
FORM NO. MR – 3
SECRETARIAL AUDIT REPORT
FOR THE FINANCIAL YEAR ENDED ON March 31, 2020
[Pursuant to section 204(1) of the Companies Act, 2013 and Rule No. 9 of the Companies
(Appointment and Remuneration Personnel) Rules, 2014]

To,
The Members,
BHALCHANDRAM CLOTHING LIMITED,
307, Arun Chambers, Tardeo Road,
Mumbai – 400034
I/We have conducted the secretarial audit of the compliance of applicable statutory
provisions and the adherence to good corporate practices by Bhalchandram Clothing
Limited (hereinafter called the company). Secretarial Audit was conducted in a manner
that provided me a reasonable basis for evaluating the corporate conducts/statutory
compliances and expressing our opinion thereon.

Based on my/our verification of the Company ’s books, papers, minute books,

forms and returns filed and other records maintained by the Company and also the
information provided by the Company, its officers, agents and authorized
representatives during the conduct of secretarial audit, I/We hereby report that in
my/our opinion, the company has, during the audit period covering the financial year
ended on March 31, 2020 complied with the statutory provisions listed hereunder and
also that the Company has proper Board-processes and compliance- mechanism in place
to the extent, in the manner and subject to the reporting made hereinafter: Some of the
Forms have been filed beyond the stipulated time limit with additional fees.

I/We have examined the books, papers, minute books, forms and returns filed and
other records maintained by Bhalchandram Clothing Limited (Previously known as
Bhalchandram Clothing Private Limited) for the financial year ended on March 31, 2020
according to the provisions of:

(i) The Companies Act, 2013 (the Act) and the rules made thereunder;
(ii) The Securities Contracts (Regulation) Act, 1956 (‘SCRA’) and the rules made
thereunder;
(iii) The Depositories Act, 1996 and the Regulations and Bye-laws framed thereunder;
(iv) Foreign Exchange Management Act, 1999 and the rules and regulations made
thereunder to the extent of Import and export of commodities, Foreign Direct
Investment, Overseas Direct Investment and External Commercial Borrowings;

21
 (v) The following Regulations and Guidelines prescribed under the Securities and
Exchange Board of India Act, 1992 (‘SEBI Act’) viz. :-

(a) The Securities and Exchange Board of India (Substantial Acquisition of Shares
and Takeovers) Regulations, 2011 (Not Applicable to the Company during the
Audit Period).
(b) The Securities and Exchange Board of India (Prohibition of Insider
Trading) Regulations, 1992/The Securities and Exchange Board of India
(Prohibition of Insider Trading) Regulations, 2015 (Not Applicable to the
Company during the Audit Period).
(c) The Securities and Exchange Board of India (Issue of Capital and
Disclosure Requirements) Regulations, 2009 (Not Applicable to the Company
during the Audit Period).
(d) The Securities and Exchange Board of India (Employee Stock Option Scheme
And Employee Stock Purchase Scheme) Guidelines, 1999/The Securities and
Exchange Board of India (Share Based Employee Benefits) Regulations, 2014
notified on October 28, 2014 and its amendments notified on September 18,
2015 (Not Applicable to the Company during the Audit Period).
(e) The Securities and Exchange Board of India (Issue and Listing of Debt
Securities) Regulations, 2008 (Not Applicable to the Company during the Audit
Period).
(f) The Securities and Exchange Board of India (Registrars to an Issue and Share
Transfer Agents) Regulations, 1993 regarding the Companies Act and dealing with
client;
(g) The Securities and Exchange Board of India (Delisting of Equity Shares)
Regulations, 2009 (Not Applicable to the Company during the Audit Period).
and
(h) The Securities and Exchange Board of India (Buyback of Securities) Regulations,
1998 (Not Applicable to the Company during the Audit Period).
(i) The Securities and Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015 and amended from time to time;

We have relied on the representation made by the Company and its Officers for systems
and mechanism formed by the Company for compliances under other Acts, Laws and
Regulations as applicable specifically to the Company
I/We have also examined compliance with the applicable clauses of the following:
(i) Secretarial Standards issued by The Institute of Company Secretaries of India.
1

During the period under review the Company has complied with the provisions of the
Act, Rules, Regulations, Guidelines, Standards, etc. mentioned above

22
I/We further report that
The Board of Directors of the Company is duly constituted with proper balance of
Executive Directors, Non-Executive Directors and Independent Directors. The changes in
the composition of the Board of Directors that took place during the period under review
were carried out in compliance with the provisions of the Act. Subject to the fact that the
after resignation of earlier Company Secretary (KMP) Company has appointed new
Company Secretary (KMP) after the expiry of Six months.

Adequate notice is given to all directors to schedule the Board Meetings, agenda and
detailed notes on agenda were sent at least seven days in advance and a system exists for
seeking and obtaining further information and clarifications on the agenda items before
the meeting and for meaningful participation at the meeting.

All decisions at Board Meetings and Committee Meetings are carried out either
unanimously or majority as recorded in the minutes of the meetings of the Board of
Directors or Committee of the Board, as the case may be.
I/We further report that there are adequate systems and processes in the company
commensurate with the size and operations of the company to monitor and ensure
compliance with applicable laws, rules, regulations and guidelines, standards, etc. referred
to above.
We further report that the compliance by the Company of applicable financial laws, like
direct and indirect tax laws, and Labour Law Compliances have been subject to review by
statutory financial audit and other designated professionals.

We further report that during the audit period the Company has not passed any resolution
for :
i. Public/Right/Preferential issue of shares / debentures/sweat equity, etc.
ii. Redemption / buy-back of securities.
iii. Major decisions taken by the members in pursuance to section 180 of the Companies Act,
2013.
iv. Merger / amalgamation / reconstruction, etc
For Atul Kulkarni & Associates
Company Secretaries
Place: Solapur Sd/-
Date : A u g u s t 2 1 , 2 0 2 0 Atul V. Kulkarni
U D I N : F007592B000605024 M No: 7592
CP No 8392

Note: This report is to be read with our letter of even date which is annexed and form an
integral part of this report.

23
 Annexure A to Secretarial Audit Report. (MR-3)

To,
The Members,
BHALCHANDRAM CLOTHING LIMITED.

1. Maintenance of secretarial record is the responsibility of the management of the

company. My/Our responsibility is to express an opinion on these secretarial records
based on our audit.

2. I/We have followed the audit practices and processes as were appropriate to
obtain reasonable assurance about the correctness of the contents of the
Secretarial records. The verification was done on test basis to ensure that correct
facts are reflected in secretarial records. I / We believe that the processes and
practices, I / we followed provide a reasonable basis for our opinion.

3. I/We have not verified the correctness and appropriateness of financial records and
Books of Accounts of the company.
4. Where ever required, I/we have obtained the Management representation
about the compliance of laws, rules and regulations and happening of events etc.
5. 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 procedures on test basis.
6. The Secretarial Audit report is neither an assurance as to the future viability of the
company nor of the efficacy or effectiveness with which the management has
conducted the affairs of the company.

For Atul Kulkarni & Associates

Company Secretaries
Place: Solapur
Date : A u g u s t 2 1 , 2 0 2 0
U D I N : F007592B000605024 Sd/-

Atul V. Kulkarni.
M No: 7592
CP No 8392.

24
 Annexure -2

REMUNERATION AS REQUIRED UNDER SECTION 197(12) OF THE COMPANIES ACT, 2013

READ WITH RULE 5 OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF
MANAGERIAL PERSONNEL) RULES, 2014
i. The percentage increase in remuneration of each Director, Chief Financial Officer and
Company Secretary during the financial year 2019-2020, ratio of the remuneration of
each Director to the median remuneration of the employees of the Company for the
financial year 2019-2020 and the comparison of remuneration of each Key Managerial
Personnel (KMP) against the performance of the Company are as under:

Sr. Name of Remuneration % increase in Ratio of Comparison of the

No Director/KMP of Director/ Remuneration Remuneration Remuneration of
and Designation KMP for in the of each KMP/Director
financial year Financial year Director/to against the
2019-2020 2019-2020 median performance of the
remuneration Company
of employees
1. Ms. Priyam Rs. 6,001/- N.A. Refer Note 2 The Company has a
Amar Agarwal net gain of Rs.
– Company 129.94 Lakhs as
Secretary & compared to net
Compliance loss of Rs. 16.11
Officer Lakhs incurred in
the previous year .
2. Mr. Sunil Kumar Rs. 77,400/- N.A. Refer Note 2 The Company has a
Patel– Company net gain of Rs.
Secretary & 129.94 Lakhs as
Compliance compared to net
Officer loss of Rs. 16.11
Lakhs incurred in
the previous year .

Note:
1. No Directors and Chief Financial Officer received any remuneration or sitting fees for
the financial year 2019-2020.

2. It is hereby affirmed that the remuneration paid during the year under review is as
per the Remuneration policy of the Company.

25
 3. There is only one permanent employee in the company. Hence following details
could not be given
a) Total Number of Permanent employees
b) Average increase of Employees salary
c) Top Ten employees of the company
d) Employees Salary not less than 1.02 crores.

For and on behalf of the Board of Directors

Sd/- Sd/-
Place: Mumbai Ujwal R. Lahoti Umesh R. Lahoti
Date: August 21, 2020 (Managing Director) (Director)
(DIN 00360785) (DIN 00361216)

26
 Annexure -3

FORM MGT-9
EXTRACT OF ANNUAL RETURN
AS ON THE FINANCIAL YEAR ENDED ON March 31, 2020
PURSUANT TO SECTION 92(3) OF THE COMPANIES ACT, 2013 READ WITH RULE 12(1) OF
THE COMPANIES (MANAGEMENT AND ADMINISTRATION) RULES, 2014

I. REGISTRATION AND OTHER DETAILS

I CIN:- L17120MH2005PLC156451
ii Registration Date – September 27, 2005
iii Name of the Company - Bhalchandram Clothing Limited
iv Category / Sub-Category of Merchant Exporters
the Company
v Address of the Registered 307, Arun Chambers, Tardeo Road, Mumbai - 400034
office and contact details Ph: 022-40500100 Fax: 022-40500150
Website: www.bhalchandram.com
email: investor@bhalchandram.com
vi Whether listed company Yes
vii Name, Address and Contact Link Intime India Private Limited
details of Registrar and C-101, 247 Park,
Transfer Agent, if any L.B.S. Marg, Vikhroli (West), Mumbai – 400 083
Tel No : +91 22 49186270 Fax: +91 22 49186060
E-mail id : rnt.helpdesk@linkintime.co.in
Website : www.linkintime.co.in

II. PRINCIPLE BUSINESS ACTIVITIES OF THE COMPANY:

All the business activities contributing 10% or more of the total turnover of the Company shall be
stated:

Name and Description of main NIC Code of the % to total turnover of

Sr. No. products / services Product/ service the Company
1 Textile, Fabrics & Yarns 46411 90%

27
 III. PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES:

Sr. Name and Address of the CIN/GLN Holding/ % of Applicable

No Company Subsidiary/ shares Section
Associate held
NIL

IV. A. SHARE HOLDING PATTERN (Equity Share Capital Breakup as percentage of Total Equity)
Category-wise Share Holding
%
Chan
No. of Shares held at the beginning No. of Shares held at the end of the
Category of ge
of the year year
Shareholders durin
(01.04.2019) (31.03.2020)
g the
year
% of % of
Demat Physical Total total Demat Physical Total total
shares shares
A. Promoters
(1) Indian
a) Individual/HU
200 0 200 0.0357 200 0 200 0.0357 0
F
b) Central Govt 0 0 0 0 0 0 0 0 0
c) State Govt (s) 0 0 0 0 0 0 0 0 0
d) Bodies Corp. 259400 0 259400 46.3214 259400 0 259400 46.3214 0
e) Banks / FI 0 0 0 0 0 0 0 0 0
f) Any Other 0 0 0 0 0 0 0 0 0
Sub-total (A)
259600 0 259600 46.3571 259600 0 259600 46.3571 0
(1):-
(2) Foreign
a) NRIs –
0 0 0 0 0 0 0 0 0
Individuals
b) Other–
0 0 0 0 0 0 0 0 0
Individuals
c) Bodies Corp. 0 0 0 0 0 0 0 0 0
d) Banks / FI 0 0 0 0 0 0 0 0 0
e) Any Other 0 0 0 0 0 0 0 0 0

Sub-total (A) (2):- 0 0 0 0 0 0 0 0 0

28
Total
shareholding of
259600 0 259600 46.3571 259600 0 259600 46.3571 0
Promoter (A) =
(A)(1)+(A)(2)
B. Public Shareholding
1. Institutions
a) Mutual Funds 0 0 0 0 0 0 0 0 0
b) Banks / FI 0 0 0 0 0 0 0 0 0
c) Central Govt 0 0 0 0 0 0 0 0 0
d) State Govt(s) 0 0 0 0 0 0 0 0 0
e) Venture
0 0 0 0 0 0 0 0 0
Capital Funds
f) Insurance
0 0 0 0 0 0 0 0 0
Companies
g) FIIs 0 0 0 0 0 0 0 0 0
h) Foreign
Venture Capital 0 0 0 0 0 0 0 0 0
Funds
i) Others
0 0 0 0 0 0 0 0 0
(specify)

Sub-total
0 0 0 0 0 0 0 0 0
(B)(1):-

2. Non-
Institutions
a) Bodies Corp.
i) Indian 60000 0 60000 10.7143 60000 0 60000 10.7143 0
ii) Overseas 240200 0 240200 42.8929 240200 0 240200 42.8929 0
b) Individuals
i) Individual
shareholders
holding nominal 200 0 200 0.0357 200 0 200 0.0357 0
share capital
upto Rs. 1 lakh
ii) Individual
shareholders
0 0 0 0 0 0 0 0 0
holding nominal
share capital in

29
excess of Rs 1
lakh
c) Others
(specify)
i) Non-
Residence (Non- 0 0 0 0 0 0 0 0 0
Repatriable)
ii) Non-
Residence 0 0 0 0 0 0 0 0 0
(Repatriable)
Sub-total
0 0 0
(B)(2):-
Total Public
Shareholding
300400 0 300400 53.6429 300400 0 300400 53.6429
(B)=(B)(1)+
(B)(2)

C. Shares held
by Custodian for 0 0 0 0 0 0 0 0 0
GDRs & ADRs

Grand Total
560000 0 560000 100 560000 0 560000 100 0
(A+B+C)

B. SHARE HOLDING PATTERN OF PROMOTERS

Shareholding at the Shareholding at the

beginning end of the
Sr of the year year
No Shareholders Name (01.04.2019) (31.03.2020)
%
chan
% of % of
ge in
% of Shares % of Shares
shar
No total Pledged No total Pledged
e
of share / of share /
hold
Sha s of encumb Sha s of encumb
ing
res comp ered res comp ered
duri
any to total any to total
ng
shares shares
the
year
1 Mr. Ujwal Rambilas Lahoti 100 0.0179 0 100 0.0179 0 0

2 Mr. Umesh Rambilas Lahoti 100 0.0179 0 100 0.0179 0 0

30
3 Hind Commerce Limited. 92500 16.5179 0 92500 16.5179 0 0

Kirti Stockbrokers LLP

(Converted from Kirti
4 Stockbrokers Private Limited) 80800 14.4286 0 80800 14.4286 0 0
Thakurji Textile Trading Private
5 Limited. 61100 10.91 0 61100 10.91 0 0
Janaksuta Textile & Yarns Private
6 Limited. 10,000 1.7857 0 10000 1.7857 0 0

Mast Mast Textile Trading Private

7 Limited 15,000 2.6786 0 15000 2.6786 0 0

Total 259600 46.3571 0 259600 46.3571 0 0

C. CHANGE IN PROMOTERS SHAREHOLDING

Sl. Particulars Shareholding at the Cumulative Shareholding

No. beginning of the year during the year
No. of % of total No. of Shares % of total
Shares Shares of Shares of the
the company
company
At the beginning of the
year 259600 46.3571 259600 46.3571
Date wise Increase / - - - -
Decrease in Promoters
Share holding during the
year specify
At the End of the year 259600 46.3571 259600 46.3571

31
D. SHAREHOLDING PATTERN OF TOP TEN SHAREHOLDERS (OTHER THAN DIRECTORS,
PROMOTERS AND HOLDERS OF GDRs AND ADRs):

Sl. Name Particulars Shareholding at the Cumulative

No beginning of the Shareholding
. year during the year
No. of % of total No. of % of
Shares Shares of Shares total
the Shares of
company the
company
1 Billion Way Garment
At the beginning of the 240200 42.89 - -
Limited year
Date wise Increase / - - - -
Decrease in Promoters
Shareholding during the
year specifying the reasons
for increase / decrease
(e.g. allotment / transfer /
bonus/ sweat equity etc.):
At the end of the year 240200 42.89 240200 42.89
2 Reliance Commercial At the beginning of the 60000 10.71 - -
Company Limited year
Date wise Increase / - - - -
Decrease in Promoters
Shareholding during the
year specifying the reasons
for increase / decrease
(e.g. allotment / transfer /
bonus/ sweat equity etc.):
At the end of the year 60000 10.71 300200 53.61
3. Govindlal Tapadia At the beginning of the 100 0.0179 - -
year
Date wise Increase / - - - -
Decrease in Promoters
Shareholding during the
year specifying the reasons
for increase / decrease
(e.g. allotment / transfer /
bonus/ sweat equity etc.):

32
 At the end of the year 100 0.0179 300300 53.6279
4. Mahesh Bhattad At the beginning of the 100 0.0179 - -
year
Date wise Increase / - - - -
Decrease in Promoters
Shareholding during the
year specifying the reasons
for increase / decrease
(e.g. allotment / transfer /
bonus/ sweat equity etc.):
At the end of the year 100 0.0179 300400 53.6458

E. SHAREHOLDING PATTERN OF DIRECTORS AND KEY MANAGERIAL PERSONNEL:

Sl.No Name Shareholding at the Cumulative

beginning of the year Shareholding during the
(as on 01.04.2019) year (as on 01.04.2019
to 31.03.2020)
No. of % total No. of % of total
Shares Shares of Shares Shares of the
the Company
Company
1 Ujwal R. lahoti (MD/KMP) 100 0.0179 100 0.0179
2 Umesh R. Lahoti 100 0.0179 100 0.0179
3 Mahesh M. Bhattad 100 0.0179 100 0.0179
4 Prakash R. Bang 0 0 0 0
5 Meghna V. Panchal 0 0 0 0
6 Saurabh Lahoti (CFO/KMP) 0 0 0 0
Priyam A Agarwal (CS/KMP)
7 (up to April 18, 2019) 0 0 0 0
Mr. Sunil Kumar Patel
(CS/KMP) (w.e.f November
8 22, 2019) 0 0 0 0

33
V. INDEBTEDNESS

Indebtedness of the Company including Interest outstanding/accrued but not due for
payment
(Rs. in Lakhs)
Secured Loans Unsecured Deposits Total
excluding Loans Indebtedness
deposits
Indebtedness at the beginning of
the financial year i.e. 01.04.2019 0 0 0 0
i) Principal Amount 0 0 0 0
ii) Interest due but not paid 0 0 0 0
iii) Interest accrued but not due 0 0 0 0
Total (i+ii+iii) 0 0 0 0
Change in Indebtedness during
the financial year 2019-2020 0 0 0 0
Addition 0 0 0 0
Reduction 0 0 0 0
Net Change 0
Indebtedness at the end of the
financial year 0 0 0
i) Principal Amount 0 0 0 0
ii) Interest due but not paid 0 0 0 0
iii) Interest accrued but not due 0 0 0 0
Total (i+ii+iii)
0 0 0 0

I. DETAILS OF REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL:

A. Remuneration to Managing Director, Whole-time Director and/or Manager: NIL
Sl Name of
No Particulars of Remuneration MD/WTD/ Total
. Manager Amount
Ujwal Lahoti-
MD
Gross salary - -
(a) Salary as per provisions contained in section 17(1) of - -
the Income-tax Act, 1961
1
(b) Value of perquisites u/s 17(2) Income-tax Act, 1961 - -
(c) Profits in lieu of salary under section 17(3) Income- - -
tax Act, 1961

34
 2Stock Option - -
3Sweat Equity - -
Commission - -
4 - as % of profit - -
- others, specify… - -
5 Others, please specify - -
Total (A) - -
B. Remuneration to other Directors:
Independent Directors: NIL
(in Rs.)

Particulars of Remuneration Name of Directors Total Amount

Fee for Attending Board/Committee - - -

Meetings
Commission - - -
Others - - -
Total (B1) - - -

Other Non-Executive Directors: NA

(in Rs.)

Particulars of Remuneration Name of the Director Total Amount

Fee for Attending Board/Committee - - -

Meetings
Commission - - -
Others - - -
Total (B2) - - -

Total (B1) + Total (B2) = Nil

C. Remuneration to Key Managerial Personnel:

S. Ujwal R Priyam Sunil
Particulars of
N Lahoti Saurabh Agarwal Kumar Total
Remuneration
o. Lahoti Patel Amount
Gross salary
(a) Salary as per 0 0 6,001 77,400 83,401
1
provisions contained in
section 17(1) of the

35
 Income-tax Act, 1961

(b) Value of perquisites 0 0 0 0 0

u/s 17(2) Income-tax Act,
1961
(c) Profits in lieu of salary 0 0 0 0 0
under section 17(3)
Income-tax Act, 1961
2 Stock Option 0 0 0 0 0
3 Sweat Equity 0 0 0 0 0
Commission 0 0 0 0 0
4 - as % of profit 0 0 0 0 0
- others, specify… 0 0 0 0 0
5 Others, please specify 0 0 0 0 0

Total 0 0 6,001 77,400 83,401

II. PENALTIES / PUNISHMENT/ COMPOUNDING OF OFFENCES:

Type Section of Brief Details of Authority Appeal
the Description Penalty/Punishment/Compounding (RD / made,
Companies fees imposed NCLT/ if any
Act COURT) (give
Details)
A. COMPANY
Penalty NIL
Punishment NIL
Compounding NIL
B. DIRECTORS
Penalty NIL
Punishment NIL
Compounding NIL
C. OTHER OFFICERS IN DEFAULT
Penalty NIL
Punishment NIL
Compounding NIL

For and on behalf of the Board of Directors

Sd/- Sd/-
Place: Mumbai Ujwal R. Lahoti Umesh R. Lahoti
Date: August 21, 2020 (Managing Director) (Director)
(DIN 00360785) (DIN 00361216)

36
 Annexure -4

CERTIFICATE OF NON-DISQUALIFICATION OF DIRECTORS

(Pursuant to Regulation 34(3) and Schedule V Para C clause (10) (i) of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015)

To,
The Members of
Bhalchandram Clothing Limited
307 Arun Chambers,
Tardeo Road,
Mumbai - 400034

We have examined the relevant registers, records, forms, returns and disclosures
received from the Directors of Bhalchandram Clothing Limited having
L17120MH2005PLC156451 and having registered office at 307 Arun Chambers, Tardeo
Road, Mumbai - 400034, 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 below
for the Financial Year ending on March 31, 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, or any such other Statutory
Authority.

Sr. Name of Director DIN Date of appointment

No. in Company
1. Ujwal R. Lahoti 00360785 22/10/2014
2 Umesh R. Lahoti 00361216 22/10/2014
3. Aadhitiya U. Lahoti 01501504 14/08/2018
4 Prakash R. Bang 00088837 22/10/2014
5. Mahesh M. Bhattad 00564107 22/10/2014
6. Meghna V. Panchal 07082835 29/12/2015

Ensuring the eligibility of for the appointment / continuity of every Director on the Board
is the responsibility of the management of the Company. Our responsibility is to

37
express an opinion on these based on our verification. This certificate is neither an
assurance as to the future viability of the Company nor of the efficiency or effectiveness
with which the management has conducted the affairs of the Company.

For Atul Kulkarni & Associates

Company Secretaries

Sd/-
Atul V. Kulkarni
Membership No.: 7592
CP No.: 8392

Place: Solapur
Date: August 21, 2020

38
MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Industry Structure and Development

The Textile Industry in India accounts for 10% of the manufacturing production leading to
2% of the GDP of the Country which is one of the significant contributors to the Indian
economy. Textiles sector is one of the largest contributors to India’s exports with
approximately 15 percent of total exports. During the year 2019-20, the Cotton Textile
Industry has been under stress because of market trends. After witnessing challenges during
the year 2019-2020 and given unfavorable economic conditions, the Indian textile industry
has seen a considerable stress .

With domestic and global economic conditions gradually improving along with the focused
efforts made by Ministry of Textiles, Indian textiles and garments sector is set for growth,
buoyed by revival in domestic consumption and export demand.

Bhalchandram Clothing Limited is mainly engaged in the export trading of cotton yarn in all
coarser and fine counts and grey cotton fabrics, where the Company has good presence.

Opportunities and Threats

The future of Indian Cotton Textile Industry is highly depending on availability of raw
material at a competitive price. With the introduction of Hybrids and BT Cotton, the cotton
production in India is increasing every year. The government is making efforts to supply
proper quality seeds at a reasonable price to the growers and it is expected that the supply
of quality cotton will be comfortable.

In the past, the Textile Industry did not develop in an organized manner and the policy
favored fragmentation resulting in organized players suffering heavily because of the
distorted fiscal structure. Fortunately, in the last few years, the Government has now
provided level playing field to all the sectors of textile industry and therefore, large
investments are coming in the textile industry. Government had given good incentives
under Technology Upgradation Fund Scheme and also benefits to the processing sector,
which will give boost to the textile industry.

39
Outlook

The long term objective of the Company is to become strong player in the cotton textiles
export market with strong emphasis on product and market development, value added
yarns, customer services and Technology Up gradation. Your Company is also continuously
improving its operational efficiency, and cost control which alone can improve the bottom
line in future in highly competitive environment. Further, your Company is hopeful to get
advantage of the overall good times likely to come for the Indian Cotton Textile Industry and
will do all out efforts to secure the bigger share of the increasing market in future.

A stable outlook on cotton and synthetic textiles would result from favorable policy
environment, improvements in demand-supply position, continued stability in input costs
and consequent improvement in margins/liquidity. It is unlikely that the sector’s outlook will
turn positive until fundamental issues such as power shortage, lack of technology and
modern machinery and demand slowdown are resolved. However, foreign direct investment
in retail is an opportunity that would unleash demand in the long run and offset any
slowdown in exports.

By encashing the rich experience gained by the Company in the Cotton Textile sector, the
company has plans to increase its efforts of marketing. The emphasis will also be on more
exports of value added items such as dyed yarns, specialty yarns and grey and dyed fabrics.

Risks and Concern

 Our business shall dependent on the availability/supply and cost of raw materials
which we source from domestic suppliers. Any significant increase in the prices of
these raw materials
or decrease in the availability of the raw materials, could adversely affect our results of
operations.
 Our business is subject to regulation by several authorities, which could have an
adverse effect on our business and our results of operations.
 We are heavily dependent on our Promoters and the loss of their guidance and
services may adversely affect our business or results of operations.
 Change in Government of India’s Economic Liberalization policies may hinder prices
of our equity shares
 Change in Tax laws in India (i.e. central tax, service tax and income tax) may increase
tax liabilities of the company inversely affecting PAT
 Slowdown in the Indian economy may inverse effect in our profit
 Any Natural calamities, terrorist attack on India may hinder our profit

40
  Change in economic regulations and laws may also effect the company adversely

Internal Control Systems and their adequacy

The Company has a proper adequate internal control system to ensure that all the assets
are safe guarded and protected against the loss from unauthorized used or disposition and
that transactions are authorized, recorded and reported correctly.

The internal control is supplemented by, extensive internal audit periodical review by the
management and documented policies, guidelines and procedures. The internal control is
designed to ensure that the financial and other records are reliable for preparing financial
statements and other data and for maintaining accountability of assets.

Financial and Operational Performance

During the year under review your Company has reported a total income from operation of
Rs 1372.96 Lakhs when compared to previous years proceeds of Rs 1.67 Lakhs.

Liquidity and Capital Resources

Particulars 2019-2020 2018-2019

(` in Rupees) (` in Rupees)
Cash and Cash Equivalents –
Beginning of the year 150,803 191,551
End of the year 41,98,427 150,803
Net Cash provided (used) by -
Operating activities (4,05,53,350) 559,248
Investment activities 4,39,50,974 (599,996)
Financial activities 6,50,000 -

The net cash Outflow from the operating activities during the year under review has been
Rs.(405.53) Lakhs as compared to inflow of Rs. 5.59 Lakhs in previous year. The inflow from
investment activity stands at Rs. 439.51 Lakhs as compared to outflow of Rs. 6.00 Lakhs in
previous year. The inflow from Financial activity stands at Rs. 6.50 Lakhs as compared to Rs.
NIL in previous year.

41
Material Developments in Human Resources

The Company continues to lay emphasis on developing and facilitating optimum human
performance. Performance management was the key word for the Company this year.
Recruitment process has been strengthened to ensure higher competence levels.There were
two permanent employees on the roll of the Company as on March 31, 2020.

For and on behalf of the Board of Directors

Sd/- Sd/-

Place: Mumbai Ujwal R. Lahoti Umesh R. Lahoti

Date: August 21, 2020 (Managing Director) (Director)
(DIN 00360785) (DIN 00361216)

42
 INDEPENDENT AUDITOR’S REPORT

TO THE MEMBERS OF BHALCHANDRAM CLOTHING LIMITED

REPORT ON THE FINANCIAL STATEMENTS

OPINION
We have audited the accompanying financial statements of BHALCHANDRAM CLOTHING
LIMITED
( “ The Company “), which comprise the Balance Sheet as at March 31, 2020, the Statement
of Profit & Loss Account , statement of Cash Flow for the year then ended and notes to the
financial statements including a summary of significant accounting policies and other
explanatory information.
In our opinion and to the best of our information and according to the explanations given to
us, the aforesaid financial statements give the information required by the Companies Act
2013 in the manner so required and give a true and fair view in conformity with the Indian
accounting standards prescribed U/s 133 of the Act and other accounting principles
generally accepted in India, of the state of affairs of the Company as at March 31, 2020,
Statement of Profit and Loss and its cash flows for the year ended on that date.

BASIS FOR OPINION

We conducted our audit of the financial statement in accordance with the Standards on
Auditing (SAs) specified under section 143(10) of the Companies Act, 2013. Our
responsibilities under those standards are further described in the Auditors responsibilities
for the Audit of the Financial Statements section of our report. We are independent of the
Company in accordance with the code of Ethics issued by the ICAI together with the
independent requirement that are relevant to our audit of the Financial Statements under
the provisions of the Act and the rules made there under and we have fulfilled our other
ethical responsibilities in accordance with these requirements and the ICAI’s code of Ethics.
We believe that the audit evidence we have obtained is sufficient and appropriate to
provide a basis for our opinion on financial statements.

KEY AUDIT MATTERS

Key audit matters are those matters that, in our professional judgment, were of most
significance in our audit of the financial statements of the current period. These matters
were addressed in the context of our audit of the financial statements as a whole, and in
forming our opinion thereon, and we do not provide a separate opinion on these matters.

43
INFORMATION OTHER THAN STANDALONE FINANCIAL STATEMENTS AND AUDITORS
REPORT THEREON
The Company’s Board of Directors are responsible for the preparation of the other
information. The other information comprises of the information included in the
management discussion and analysis, Boards report including Annexure to the Boards
Report, corporate governance and shareholders information, but does not include the
financial statements and our auditor’s report thereon.

Our opinion on standalone financial statements does not cover the other information and
we do not express any form of assurance or conclusion thereon.
In connection with our audit of the financial statement, our responsibility is to read the
other information and in doing so, consider whether the other information is materially
inconsistent with the financial statement or other information obtained during the course of
our audit or otherwise appear to be materially misstated. If, based on the work we have
performed, we conclude that there is a material misstatement of this other information; we
are required to report the facts. We have nothing to report in this regard.

RESPONSIBILITIES OF MANAGEMENT AND THOSE CHARGED WITH GOVERNANCE FOR THE

FINANCIAL STATEMENTS
The Company’s Board of Directors is responsible for the matters stated in Section 134(5) of
the Companies Act, 2013 (“the Act”) with respect to the preparation of these financial
statements that give a true and fair view of the financial position ,financial performance and
cash flow of the Company in accordance with the accounting principles generally accepted
in India, including the Accounting Standards specified under section 133 of the Act, read
with rule 7 of the Companies (Accounts) Rules, 2014. This responsibility also includes
maintenance of adequate accounting records in accordance with the provision of the Act for
safeguarding the assets of the Company and for preventing and detecting frauds and other
irregularities, selection and application of the appropriate implementation and maintenance
of accounting policies, making judgments and estimates that are reasonable and prudent,
and design, implementation and maintenance of adequate internal financial controls, that
we were operating effectively for ensuring the accuracy and completeness of the accounting
records, relevant to the preparation and presentation of the financial statements that give a
true and fair view and are free from material misstatement, whether due to fraud or error.
In preparing the financial statements, management is responsible for assessing the
Company’s ability to continue as a going concern, disclosing, as applicable matters related to
going concern and using the going concern basis of accounting unless management either

44
intends to liquidate the Company or to cease operations, or has realistic no alternative but
to do so.
The Board of Directors are responsible for overseeing the Company’s financial reporting
process.

AUDITOR’S RESPONSIBILITY FOR THE AUDIT OF THE FINANCIAL STATMENTS

Our objectives are to obtain reasonable assurance about whether the financial statements
as a whole are free from material misstatement, whether due to fraud or error, and to issue
an auditor’s report that includes our opinion. Reasonable assurance is high level assurance,
but is not a guarantee that an audit conducted in accordance with SAs will always detect a
material misstatement when it exists. Misstatements can arise from fraud or error and are
considered material if, individually or in the aggregate, they could reasonably be expected
to influence the economic decisions of users taken on the basis of theses standalone
financial statements.
As part of an audit in accordance with SAs, we exercise professional judgment and maintain
professional skepticism throughout the audit. We also:
 Identify and assess the risks of material misstatement of the financial statements,
whether due to fraud or error , design and perform audit procedures responsive to
those risks, and obtain audit evidence that is sufficient and appropriate to provide a
basis for our opinion. The risk of not detecting a material misstatement resulting
from fraud is higher than for one resulting from error , as fraud may involve collusion
, forgery, intentional omission , misrepresentations or the override of internal
control.
 Obtain an understanding of internal control relevant to the audit in order to design
audit procedures that are appropriate in the circumstances. Under Section 143(3)(i)
of the Companies Act 2013, we are also responsible for expressing our opinion on
whether the company has adequate internal financial controls system in place and
the operating effectiveness of such controls.
 Evaluate the appropriateness of accounting policies used and the reasonableness of
accounting estimates and related disclosures made by the management.
 Conclude on the appropriateness of management’s use of going concern basis of
accounting and based on the audit evidence obtained, whether a material
uncertainty exists , we are required to draw attention in our auditor’s report to the
related disclosures in the financial statement or, if such disclosures are inadequate,
to modify our opinion. Our conclusions are based on the audit evidence obtained up

45
 to the date of our auditor’s report. However, future events or conditions may cause
the company to cease to continue as a going concern.
 Evaluate the overall presentation structure and content of the financial statements,
including the disclosures, and whether the financial statements represent the
underlying transactions and events in a manner that achieves fair presentation.

We communicate with those charged with governance regarding, among other matters, the
planned scope and timing of the audit and significant audit findings, including any significant
deficiencies in internal control that we identify during our audit.
We also provide those charged with governance with a statement that we have complied
with relevant ethical requirements regarding independence, and to communicate with them
all relationships and other matters that may reasonably be though to bear on our
independence, and where applicable, related safeguards.
From the matters communicated with those charged with governance, we determine those
matters that were of most significance in the audit of the standalone financial statements of
the current period and are therefore the key audit matters. We describe these matters in
our auditor’s report unless law or regulations precludes public disclosure about the matter
or when, in extremely rare circumstances, we determine that a matter should not be
communicated in our report because the adverse consequences of doing so would
reasonably be expected to outweigh the public interest benefits of such communications.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor's Report) Order, 2016 (‘the Order’) issued by
the Central Government of India in terms of sub-section (11) of section 143 of the
Companies Act 2013, we give in the Annexure I a statement on the matters specified
in the paragraph 3 and 4 of the Order, to the extent applicable.
2. As required under provisions of section 143(3) of the Act, we report that:
a. We have sought and obtained all the information and explanations which to
the best of our knowledge and belief were necessary for the purposes of our
audit.
b. In our opinion, proper books of account as required by law have been kept by
the Company so far as appears from our examination of those books.
c. The Balance Sheet, Statement of Profit & Loss and cash flow Statement dealt
with by this report is in agreement with the books of account.

46
 d. In our opinion, the aforesaid financial statements comply with the Accounting
standards specified under section 133 of the Act, read with Rule 7 of the
Companies (Accounts) Rules, 2014.
e. On the basis of written representations received from the directors as on
March 31, 2020 taken on record by the Board of Directors, none of the
directors is disqualified as on March 31, 2020, from being appointed as a
director in terms of section 164(2) of the Act.
f. With respect to the adequacy of the internal financial controls over financial
reporting of the Company and the operating effectiveness of such refer to
our separate report in Annexure II ;
g. With respect to the other matters to be included in the Auditor’s Report in
accordance with Rules 11 of the Companies (Audit and Auditors) Rules, 2014,
in our opinion and to the best of our information and according to the
explanations given to us:

i. The Company does not have any pending litigations which have material
impact on its financial position in its financial statements.
ii. The Company did not have any long term contracts including derivative
contracts that require provision under any law or accounting standards
for which there were any material foreseeable losses.
iii. There were no amounts which are required to be transferred to the
Investor Education and Protection Fund by the Company during the year.
iv. The disclosure requirements relating to holdings as well dealing in
specified bank notes were applicable for the period from November
8,2016, to December 30, 2016, whichare not relevant to these standalone
financial statements. Hence, Reporting under this clause is not applicable.

For Lahoti Navneet & Co

Chartered Accountants
FRN : 116870W
Sd/-
CA Navneet Lahoti
Partner
M.N. 100529
Place: Mumbai
Date: July 31, 2020
UDIN:20100529AAAABR3279

47
 ANNEXURES TO THE AUDITORS’ REPORT

Annexure I

Annexure referred to in paragraph 3 of the Auditors Report to the Members of

BHALCHANDRAM CLOTHING LIMITED on accounts for the year ended 31st March 2020.
1. In respect of Fixed Assets:
a) The Company does not have any Fixed Assets. Hence, this clause is not applicable.

2. In respect of Inventories:
Clause 4(ii)(a), (b) & (c) is not applicable as the company has not carried out any
activity requiring to carry inventory.

3. The company has granted interest free unsecured loans without stipulation of time
to Three companies covered in the register maintained under section 189 of the
Companies Act in respect of which :
(a) The terms and conditions of the grant of such loans are, in our opinion, prima
facie, not prejudicial to the Company’s interest.
(b) The schedule of repayment of principal has not been stipulated.
(c) Loans are without stipulation of time hence question of overdue does not arise.

5. In our opinion and according to information and explanations given to us, the
company has complied with the provision of section 185 and 186 of companies Act,
2013in respect of loans, investments, guarantees and security.

6. During the year no deposits from the public have been accepted by the Company,
falling in the purview of Section 73 to 76 or any other provision of the Companies
Act, 2013.

7. As explained to us, the maintenance of cost records has not been prescribed by the
Central Government under sub-section (1) of section 148 of the Companies Act,
2013.

8. In respect of statutory dues:

(a) According to books of accounts examined by us and as per information and
explanations given to us, the company is generally regular in depositing
undisputed statutory dues including provident fund, employees' state insurance,
income-tax, sales-Lax, wealth tax, service tax, duty of customs, duty of excise,
value added tax, cess and any other statutory dues with the appropriate
authorities except Profession Tax deducted amounting to Rs.14600/- is
outstanding for a period more than six month from date they become payable.

48
 (b) According to books of accounts examined by us and as per information and
explanations given to us, there were no disputed amounts as on 31.03.2020 due
towards statutory dues, including provident fund, investors education and
protection fund, employees’ state insurance, income tax, sales tax, wealth tax,
service tax, custom duty, excise duty, value added tax, cess and other material
statutory dues as applicable, pending with the appropriate authority.

9. According to the information and explanation given to us, the Company has not
defaulted in repayment of dues to financial institutions/banks.

10. In our opinion and according to information and explanation the company did not
raise moneys by way of Initial Public Offer or Further Public offer (incl. debt
Instrument) .In our opinion, the term loans were applied for the purpose for which
the loans were obtained.

11. According to the information and explanation given to us, no material fraud on or by
the officer of company has been noticed or reported during year.

12. In our opinion and according to information and explanations given to us, the
company has not provided any managerial remuneration,accordingly provision of
this clause is not applicable.

13. In our opinion and according to information and explanations given to us, the
company is not a Nidhi Company accordingly provision of this clause is not
applicable.

14. In our opinion and according to information and explanations given to us, all
transactions with the related parties are in compliance with sections 177 and 188 of
Companies Act, 2013, the details have been disclosed in the Financial Statements as
required by the applicable accounting standards;

15. As per the information and explanations given to us, no preferential allotment or
private placement of shares or fully or partly convertible debenture is made during
the year under audit.

16. As per the information and explanations given to us, the company has not entered
into any non-cash transactions with directors or persons connected with him
accordingly provision of this clause is not applicable.

49
17. As per the information and explanations given to us, the company is not required to
be registered under section 45-IA of the Reserve Bank of India Act, 1934.

For Lahoti Navneet and Co.

Chartered Accountants
FRN: 116870W

Sd/-
CA Navneet Lahoti
Partner
M.N. 100529
Place: Mumbai
Date: 31st July, 2020
UDIN:20100529AAAABR3279

50
Annexure II

Independent Auditor’s report on the Internal Financial Controls under Clause (i) of Sub-
section 3 of Section 143 of the Companies Act, 2013 (“the Act”)

In conjunction with our audit of the financial statements of BHALCHANDRAM CLOTHING

LIMITED (“the Company”) as on and for the year ended 31 March 2020, we have audited the
internal financial controls over financial reporting (IFCoFR) of the company as on that date.

Management’s Responsibility for Internal Financial Controls

The Company’s Board of Directors is responsible for establishing and maintaining internal
financial controls based on the criteria being specified by the management. These
responsibilities includes design, implementation and maintenance of adequate internal
financial controls, that were operating effectively, for ensuring orderly and efficient conduct
of the company’s business including adherence to company’s policies, safeguarding of its
assets, prevention and detection of frauds and errors, accuracy and completeness of the
accounting records, and timely preparation of reliable financial information, as required
under the Act.

Auditors’ Responsibility

Our responsibility is to express an opinion on the Company's IFCoFR based on our audit. We
conducted our audit in accordance with the Standards on Auditing, issued by the Institute of
Chartered Accountants of India (ICAI) and deemed to be prescribed under section 143(10) of
the Act, to the extent applicable to an audit of IFCoFR, and the Guidance Note on Audit of
Internal Financial Controls Over Financial Reporting (the “Guidance Note”) issued by the
ICAI. Those Standards and the Guidance Note require that we comply with ethical
requirements and plan and perform the audit to obtain reasonable assurance about
whether adequate IFCoFR were established and maintained and if such controls operated
effectively in all material respects.

Our audit involves performing procedures to obtain audit evidence about the adequacy of
the IFCoFR and their operating effectiveness. Our audit of IFCoFR included obtaining an
understanding of IFCoFR, assessing the risk that a material weakness exists, and testing and
evaluating the design and operating effectiveness of internal control based on the assessed
risk. The procedures selected depend on the auditor’s judgment, including assessment of
risks of material misstatement of the financial statements, whether due to fraud or error.

We believe that the audit evidence we have obtained is sufficient and appropriate to
provide a basis for our audit opinion on the Company’s IFCoFR.

51
Meaning of Internal Financial Controls over Financial Reporting

A company's IFCoFR is a process designed to provide reasonable assurance regarding the

reliability of financial reporting and the preparation of financial statements for external
purposes in accordance with generally accepted accounting principles. A company's IFCoFR
includes those policies and procedures that:
Pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect
the transactions and dispositions of the assets of the company;
Provide reasonable assurance that transactions are recorded as necessary to permit
preparation of financial statements in accordance with generally accepted accounting
principles, and that receipts and expenditures of the company are being made only in
accordance with authorizations of the management and directors of the company; and
Provide reasonable assurance regarding prevention or timely detection of unauthorized
acquisition, use, or disposition of the company's assets that could have a material effect on
the financial statements.

Inherent Limitations of Internal Financial Controls over Financial Reporting

Because of the inherent limitations of IFCoFR, including the possibility of collusion or

improper management override of controls, material misstatements due to error or fraud
may occur and not be detected. Also, projections of any evaluation of the IFCoFR to future
periods are subject to the risk that IFCoFR may become inadequate because of changes in
conditions, or that the degree of compliance with the policies or procedures may
deteriorate.

Opinion

In our opinion, the Company has, in all material respects, adequate internal financial
controls over financial reporting and such internal financial controls over financial reporting
were operating effectively as at 31 March 2020, based on the criteria being specified by
management.

For Lahoti Navneet and Co.

Chartered Accountants
FRN: 116870W
Sd/-
CA Navneet Lahoti
Partner
M.N. 100529
Place: Mumbai
Date: 31st July, 2020
UDIN: 20100529AAAABR3279

52
 Balance Sheet as at 31st March, 2020
Amount in `
Particulars Note Asat
No March 31, 2020 March 31, 2019
I. Equity andLiabilities

(1) Shareholder's Funds

(a) Share Capital 1 56,00,000 56,00,000
(b) Reserves and Surplus 2 5,61,66,628 4,31,72,939

(2) Current Liabilities

(a) Short-term borrowings 3 9,15,89,835 -
(b) Trade payables 4
- Due to Other than Micro, Small and
Medium Enterprises 1,71,074 75,800
(c) Other current liabilities 5 3,08,260 41,410
(d) Short-term provisions 6 36,86,064 18,902

Total 15,75,21,862 4,89,09,051

II. Assets
(1) Non-current assets
(a) Long-term loans and advances 7 78,25,000 84,75,000
(a) Other non-current assets 8 25,000 25,000

(2) Current assets

(a) Current investments 9 - 4,00,93,490
(b) Trade receivables 10 14,17,29,034 -
(c) Cash and cash equivalents 11 41,98,427 1,50,803
(d) Short-term loans and advances 12 48,341 1,26,633
(e) Other current assets 13 36,96,059 38,125

Total 15,75,21,862 4,89,09,051

Summary of Significant Accounting Policies 24

See accompanying notes forming part of the

1 to 30
financial statements

As per report of even date attached.

Lahoti Navneet & Co. For Bhalchandram Clothing Limited
Chartered Accountants
FRN 116870W

Ujwal Lahoti Umesh Lahoti

Director Director
Navneet Lahoti DIN : 00360785 DIN : 00361216
Partner
M.N.100529
Place : Mumbai
Date : 31st July, 2020 Saurabh Lahoti Sunil Kumar Patel
Chief Financial Officer Company Secretary

53
 Statement of Profit and Loss for the year ended March 31, 2020
Note For the year ended
Particulars
No March 31, 2020 March 31, 2019
1 Income
(a) Revenue from operations 14 13,72,96,173 1,66,851
(b) Other Income 15 1,45,16,119 31,22,022
Total Revenue 15,18,12,292 32,88,873
2 Expenses:
(a) Purchase of Stock-in-Trade 16 12,72,71,421 -
(b) Employee benefit expense 17 2,18,970 2,54,259
(c) Finance costs 18 18,37,179 13,366
(d) Other expenses 19 55,77,057 8,40,633
Total Expenses 13,49,04,627 11,08,259

3 Profit before exceptional and extraordinary items and tax 1,69,07,665 21,80,614

4 Exceptional Items - -

5 Profitbeforeextraordinary itemsandtax 1,69,07,665 21,80,614

6 Extraordinary Items - -
7 Profitbefore tax 1,69,07,665 21,80,614

8 Tax expense:
(a) Current tax 37,86,064 5,68,902
(b) Deferred tax - -
(c) Taxesofearlieryears 1,27,911 -

9 Profitfor the Year 1,29,93,690 16,11,712

10 Earning per equity share (of ` 10 each) : 22

(a) Basic 23.20 2.88
(b) Diluted 23.20 2.88

Summary of Significant Accounting Policies 24

See accompanying notes forming part of the financial 1 to 30
statements

As per report of even date attached.

Lahoti Navneet & Co. For Bhalchandram Clothing Limited
Chartered Accountants FRN
116870W

Ujwal Lahoti Umesh Lahoti

Director Director
Navneet Lahoti DIN : 00360785 DIN : 00361216
Partner
M.N.100529
Place : Mumbai
Date : 31st July, 2020 Saurabh Lahoti Sunil Kumar Patel
Chief Financial Officer Company Secretary

54
 Cash Flow Statement for the year ended March 31, 2020

Particulars For the year ended

March31, 2020 March 31, 2019
(A) Cash Flow From Operating Activities :
Net Profit before Tax and prior period items 1,69,07,665 21,80,614
Adjustments for:
(Profit) / Loss on Sale / Redemption of Investments (38,57,484) (31,17,774)
Operating Profit before working capital change 1,30,50,181 (9,37,160)
Adjustments for:
Trade Receivables (14,17,29,034) 6,57,452
Short-term loans and advances 78,292 14,00,000
Other current assets (36,57,934) (28,045)
Trade Payables 95,274 14,901
Other current liabilities 2,66,850 2,100
Short term provision 36,67,162 -
Short term borrowings 9,15,89,835 -
Cash Generated from opeation (3,66,39,374) 11,09,248
Direct tax (payable) / refund (37,86,064) (5,50,000)
Direct tax Adjustment earlier years (1,27,911)
Cash Flow from Operating Activities (A) (4,05,53,350) 5,59,248

(B) Cash Flow From Investing Activities :

Sale of Investments 4,84,31,351 3,68,66,643
Purchase of Investments (83,37,861) (4,05,84,413)
Capital Gain on sale of Investment 38,57,484 31,17,774
Cash Flow from Investing Activities (B) 4,39,50,974 (5,99,996)

(C) Cash Flow From Financing Activities

Issue of equity shares - -
Repayment from Long term Loans & Advances 6,50,000 -
Cash Flow from Investing Activities (C) 6,50,000 -

Netincrease/(decrease) in Cashand Cash Equivalents

(A+B+C) 40,47,624 (40,748)
Cash and Cash Equivalents at beginning of the year 1,50,803 1,91,551
Cash and Cash Equivalents at the end of the year 41,98,427 1,50,803
1. The above cash flow statement has been prepared under the "Indirect Method" as set out in the Accounting
Standard - 3 on Cash Flow Statement issued by the Institute of Chartered Accountants of India.

2. PreviousYear'sfigurehavebeenregrouped, rearranged, wherevernecessary, tocorrespondwiththe

current year's classification/disclosure.

As per report of even date attached. For Bhalchandram Clothing Limited Lahoti
Navneet & Co.
Chartered Accountants
FRN 116870W
Ujwal Lahoti Umesh Lahoti
Director Director
Navneet Lahoti DIN : 00360785 DIN : 00361216
Partner
M.N.100529
Place : Mumbai
Date : 31st July, 2020 Saurabh Lahoti Sunil Kumar Patel
Chief Financial Officer Company Secretary

55
 Notes forming part of the Financial Statements
As at
Particulars
March 31, 2020 March 31, 2019
1 Share Capital
Authorized Capital
6,00,000 Equity Shares of Rs.10/- each 60,00,000 60,00,000

Issued, Subscribed and Paid Up Capital

5,60,000 Equity Shares of Rs.10/- each Fully Paid-up 56,00,000 56,00,000

56,00,000 56,00,000
a. The reconciliation of number of shares is set out below:
As at
Particulars
March 31, 2020 March 31, 2019
Equity Shares at the beginning of the year 5,60,000 5,60,000
Add : Shares issued during the year - -
Equity Shares at the end of the year 5,60,000 5,60,000

b. The Company has one class of equity shares having a par value of Rs.10/- per share. Each holder of equity share is entitled to same
right based on the number of shares held.

c. Shares in the Company held by each shareholders holding more than 5% shares
March31, 2020 March 31, 2019
Name of Shareholders each holding more than 5% of the Share Capital
No. of Shares Percentage of No. of Shares Percentage
Held holding Held of holding
Thakurji Textile Trading Pvt. Ltd. 61,100.00 10.91% 61,100.00 10.91%
Kirti Stockbrokers Pvt. Ltd. 80,800.00 14.43% 80,800.00 14.43%
Hind Commerce Ltd. 92,500.00 16.52% 92,500.00 16.52%
Billion Way Garment Ltd. 2,40,200.00 42.89% 2,40,200.00 42.89%
2 Reserves andSurplus
Relaince Commercial Co. Ltd. 60,000.00 10.71% 60,000.00 10.71%
(a) Securities Premium Account 2,83,75,597 2,83,75,597
Opening Balance - -
Add: Received on issue of shares
Closing Balance (a) 2,83,75,597 2,83,75,597

(b) SurplusinStatementofProfitandLoss
Opening Balance 1,47,97,342 1,31,85,630
Add: Profit for the Year 1,29,93,690 16,11,712
Closing Balance (b) 2,77,91,031 1,47,97,342

Total (a + b ) 5,61,66,628 4,31,72,939

3 Short-term borrowings
Unsecured Loan from Related Parties (Refer Note - 21 ) 9,15,89,835 -
9,15,89,835 -
4
Trade payables
For Expenses and services
- Due to Micro, Small and Medium Enterprises - -
- Due to Other than Micro, Small and Medium Enterprises 1,71,074 75,800
1,71,074 75,800

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 Notes forming part of the Financial Statements
Particulars As at
March 31, 2020 March 31, 2019

5 Other current liabilities

Other Payables
Statutory Dues 2,11,071 14,600
Salary Payable 25,987 26,810
Overseas Commission Payable 71,202 -
3,08,260 41,410

6 Short-term provisions
Provision for Tax (Net of Advance Tax & TDS ) 36,86,064 18,902
36,86,064 18,902

7 Long-term loans and advances recoverable in Cash or Kind or Value to Received

(Unsecured, considered good)
(a) Loans & Advances to Related Parties ** 78,25,000 84,75,000
** For details Refer Note – 21 78,25,000 84,75,000

8 Other non-current assets

Balances with Government Authorities
Deposit - Sales Tax 25,000 25,000
25,000 25,000

9 Current investments
In Mutual fund
Birla Sun Life Saving Fund - Growth - Regular Plan - 1,00,000
Aditya BSl Enhanched Arbitrage Fund -Growth - 3,99,93,490
- 4,00,93,490
10 Trade receivables
(Unsecured, considered good)
Trade receivables outstanding for a period exceeding six
(a) months from the date they were due for payment - -
(b) Other Trade receivables 14,17,29,034 -
14,17,29,034 -

11 Cash and cash equivalents

(As taken and certified by the Management)
Cash in Hand 16,999 18,059
Balances with Banks
In Current Accounts 41,81,428 1,32,743
41,98,427 1,50,802

12 Short-term loans and advances

(Unsecured, considered good)
(a) Advance to Suppliers - Unsecured, considered good 43,341 -
(b) Prepaid expenses - Unsecured, considered good 5,000 -
(c) Advance Income tax - 1,26,633
48,341 1,26,633

13 Other current assets

Duty Drawback Receiivable 3,53,806 -
Balance with revenue authorities 33,42,253 38,125
36,96,059 38,125

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 Forthe YearEnded
Particulars
March 31 ,2020 March 31 ,2019
14 Revenue from operations
Sale of Products :
Traded goods 13,72,96,173 -
Otheroperatingrevenues: Commission
Received - 1,66,851
13,72,96,173 1,66,851
15 Other Income
Foreign Exchange Gain / (Loss) 83,51,138 -
Net gain on sale of Non-Current Investments 38,39,785 -
Net gain on sale of Current Investments 17,699 31,17,774
Miscellaneous Income - 4,248
Duty Drawback 23,07,497 -
1,45,16,119 31,22,022

16 Purchase of Stock-in-Trade
Purchase of Traded goods 12,69,68,832 -
Other operating expenses 3,02,589 -
12,72,71,421 -

17 Employee benefit expense

Remuneration to related Parties - -
To others 2,18,970 2,54,259
2,18,970 2,54,259

18 Financecosts
Bank Charges 15,785 13,366
Interest Expenses 18,21,394 -
18,37,179 13,366

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 Forthe YearEnded
Particulars
March31,2020 March 31 ,2019
19 Other expenses

(a) O ffice & Administrative expenses:

Advertisement Expenses 13,651 15,840
Auditor's Remuneration:
For Audit 36,500 16,500

Custodial Fees 18,000 2,072

Domain Hosting Charges - 5,000
Filing Fees 12,036 8,000
Listing Fees 10,000 10,000
Legal& Professional Charges 40,935 65,265
Loss on exchange rate difference - 1,566
Membership Fees 11,000 11,000
Overseas Commission 71,202 -
Business Promotion 87,360 -
Detention Charges 12,716 -
ECGC Premium 18,06,400 -
Fumigation Charges 39,600 -
Loading and Unloadingcharges 50,400 -
Marine Insurance Premium 68,314 -
Penalty Charges 34,000 -
Shipment Handling Charges 56,736 -
Miscellaneous Expenses 8,512 7,024
(a) 23,77,362 1,42,267

(b) S elling and Distributionexpenses

Local Commission - 48,635

Ocean Freight 20,67,095 -

Local Freight& otherShipmentcost 11,32,600 -
Discount Given - 6,49,732
(b) 31,99,695 6,98,366

Total (a+b) 55,77,057 8,40,633

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(20) Segment Reporting
The Company is engaged solely in trading activity during the year and all activities of the Company revolve around
this activity. As such there are no reportable segment as defined by Accounting Standard 17 on Segment Reporting issued
by the Institute of Chartered Accountants of India.

(21) Related Party Disclosures

i. The Company has identified following parties for the purpose of Related Party Disclosure:
Key Managerial Person (KMP)
Shri UjwalLahoti - ManagingDirector
Shri Umesh Lahoti - Director

E ntities in which KMP / relative of KMP have significant influence

Garudvahak Textiles Pvt.Ltd.
Trilokinath Textiles Pvt. Ltd.
Yashodanandan Textiles Pvt. Ltd.

ii. Transaction with Related Parties during the year :- 2019-20 2018-19
Amt(Rs.) Amt(Rs.)
(a) Key Management Personnel
Shri Umesh Lahoti
Short tem Unsecured Loan taken 4,36,86,017 1,58,624
Short tem Unsecured Loan returned back 2,78,703 1,58,624
Interest paid 9,32,741 -
Shri Ujwal Lahoti
Short tem Unsecured Loan taken 5,22,85,462 4,00,000
Short tem Unsecured Loan returned back 59,24,326 4,00,000
Interest paid 8,88,644 -

(b) Entities in which KMP / relative of KMP have significant influence

(i) i) Yashodanandan Textiles Pvt. Ltd.

LongTerm Loan returnedback 6,50,000 10,00,000

iii. Balance outstanding at the year end is as under : As At As At

31.03.2020 31.03.2019
Amt(Rs.) Amt(Rs.)
Key Management Personnel
Unsecured Short Term Loans Payable
Shri Umesh Lahoti 4,43,40,055 NIL
Shri Ujwal Lahoti 4,72,49,780 NIL

Entities in which KMP / relative of KMP have significant influence

Long Term Loans & Advances Receivable
Garudvahak Textiles Pvt. Ltd. 17,75,000 17,75,000
Trilokinath Textiles Pvt. Ltd. 4,00,000 4,00,000
Yashodanandan Textiles Pvt. Ltd. 56,50,000 63,00,000

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(22) Earnings Per Share (EPS) 2019-20 2018-19
i) Weighted average no.of Equity Shares outstanding during the year 5,60,000 5,60,000

ii) Net Profitafter taxavailable forEquity Shareholders (Rs.) 1,29,93,690 16,11,712

iii) Basic and Diluted Earnings Per Share (Rs.) 23.20 2.88

iv) NominalValuePerShare(Rs.) 10 10

The Company does not have any outstanding dilutive potential equity shares.

(23) Earnings in Foreign Currency 2019-2020 2018-19

CIF Value of Exports (Rs.) 13,72,96,173 -

(24) Summary of significant accounting policies:

a. Basis of Accounting:
The financialstatementsare prepared on accrual basisofaccounting with the generally acceptedaccounting
principles in India., provisions of the Companies Act, 2013 (the Act) and comply in material aspects with the
accounting standards notified under Section 211(3C) of the Act, read with Companies (Accounting Standards)
Rules, 2006.Accounting Policies not referred to otherwise are consistent with Generally Accepted Accounting
Principles and are consistent with those used in the previous year.

b. Investments:
Long term investments are stated at cost after deducting provision made for permanent diminution in the value,
if any. Current investments are stated at lower of cost & fair market value.

c. Loans and Advances:

Loans & Advances are stated after making adequate provision for doubtful advances.

d. Revenue Recognition:
Export sales are accounted for on the basis of the date of bill of lading / airways bill / LET Export date.

Export benefits (apart from FMS) available under the Export Import policy of the Government of India
areaccountedonaccrualbasis in the yearof Export, to the extent measurable. FMSareaccounted on receipt
basis.

e. Inventories:
Inventories are valued at lower of cost and net realizable value after providing for obsolescence, if any. Cost includes
purchaseprice as well as incidental expenses. Cost formula used is either'Specific Identification' or 'FIFO'.There are no
inventories held with the company.

f. Foreign Currency Transactions:

Transactions denominated in foreign currencies are recorded at the exchange rates prevailing at the date of the

transaction. Monetary items denominated in Foreign currency at the year end are translated at year end rates. The

exchange differences arisingonsettlement/translation are recognizedin the revenueaccounts.

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(25) In theopinion of Directors, Current Assets, Loans and Advances have thevalue atwhich these arestated in the
Balance Sheet, if realized in the ordinary course of business and the provision for all known liabilities is adequate
and not in excess of or less than the amount reasonably necessary.

(26) Contingent Liabilities: In the opinion of directors there is no contingent Liabilities

(27) Expenditure in foreigncurrency:

For the year For the year
ended March ended March
Particulars 31, 2020 31, 2019
Overseas Commission 71,202 -

(28) The company has taken effort to verify the closing balances of the sundry creditors / Debtors subject to pending
confirmations.

(29) Interest free Long term Loans & Advances given to entities in which KMP / relative of KMP have significant influence
and formal agreement is yet to be executed.

(30) The previous year’s figures have been reworked, regrouped, rearranged and reclassified wherever necessary.
Amount and other disclosures for the preceding year are included as an integral part of the current year
financial statements and are to be read in relation to the amounts and other disclosures relating to the current year.

As per report of even date attached.

Lahoti Navneet & Co. For Bhalchandram Clothing Limited
Chartered Account
FRN 116870W

Ujwal Lahoti Umesh Lahoti

Director Director
Navneet Lahoti DIN : 00360785 DIN : 00361216
Partner
M.N.100529
Place : Mumbai
Date : 31st July, 2020 Saurabh Lahoti Sunil Kumar Patel
Chief Financial Officer Company Secretary

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