Batliboi Ltd — Regulatory Filings 2020

Jul 31, 2020

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Scrip Code: 522004

31[st ] July, 2020 Dear Sir / Madam,

Sub: Annual Secretarial Compliance Report for the financial year ended 31[st] March, 2020

Pursuant to Regulation 24A of Listing Regulations read with SEBI Circular No. CIR/CFD/CMD1/27/2019 dated 08[th] February, 2019, please find enclosed the Annual Secretarial Compliance Report issued by M/s Jayshree Dagli & Associates, Practising Company Secretaries, for the year ended 31[st] March, 2020.

Kindly take the above on your record.

Thanking you,

Yours faithfully,

For Batliboi Limited

GANPAT Digitally signed by GANPAT SAKHARAM SAKHARAM SAWANT SAWANT Date: 2020.07.31 20:47:53 +05'30'

Ganpat Sawant Company Secretary

Place: Mumbai

Encl: As above

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Date: July 31, 2020

The Board of Directors Batliboi Limited Bharat House, 5[th] Floor, 104, Mumbai Samachar Marg, Fort, Mumbai–400001.

Dear Sirs,

SUB: Secretarial Compliance Report of Batliboi Limited for the year ended March 31, 2020

We, JAYSHREE DAGLI & ASSOCIATES, Company Secretaries, have examined:

• (a) all the documents and records made available to us and explanation provided by Batliboi Limited(“the listed entity”),

• (b) the filings/ submissions made by the listed entity to the stock exchanges,

• (c) website of the listed entity,

• (d) any other document/ filing, as may be relevant, which has been relied upon to make this certification,

for the year ended March 31, 2020 (“Review Period”) in respect of compliance with the provisions of:

(a) the Securities and Exchange Board of India Act, 1992 (“SEBI Act”) and the Regulations, circulars, guidelines issued thereunder; and

(b) the Securities Contracts (Regulation) Act, 1956 (“SCRA”), rules made thereunder and the Regulations, circulars, guidelines issued thereunder by the Securities and Exchange Board of India (“SEBI”);

The specific Regulations, whose provisions and the circulars/ guidelines issued thereunder, have been examined, include:-

(a) Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 as amended and the circulars / guidelines issued thereunder;

(b) Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018; - Not applicable, as there was no issue of specified securities during the year.

(c) Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011;

(d) Securities and Exchange Board of India (Buyback of Securities) Regulations, 2018; - Not applicable as there was no buy-back of securities during the year

(e) Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014;

(f) Securities and Exchange Board of India (Issue and Listing of Non-Convertible and Redeemable Preference Shares) Regulations, 2013; - Not Applicable as there are no NCRPS issued and listed currently by the Company

(g) Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015; as amended and circulars/ guidelines issued thereunder;

AND based on the above examination, We hereby report that, during the Review Period:

(a) The listed entity has complied with the provisions of the above Regulations and circulars/ guidelines issued thereunder, except in respect of matters specified below:-

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Contd….. 2.

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:: 2 ::

Sr. No	Compliance Requirement (Regulations/ circulars / guidelines including specific clause)	Deviations	Observations/ Remarks of the Practicing Company Secretary
1	Regulation 3(4) of SEBI (PIT) Regulations, 2015 – Non-disclosure agreement	The Company has not entered into Non-disclosure agreement with those persons with whom UPSI is shared.	The Company is required to enter in to agreement with the persons with UPSI is shared to maintain confidentiality and non-disclosure obligations. However, the Company has not entered into the same and therefore it is suggested to enter in to agreements to keep UPSI confidential and also in line with the SEBI regulations.
2	Regulations 3(5) of SEBI (PIT) Regulations, 2015 – Structured Database	The Company has not maintained structured database containing the details of the person with whom UPSI is shared,	Although the Board was required to ensure that the Company maintains structured database containing details of the persons with whom UPSI is shared along with such other details, the same is not complied by the Company. It is therefore suggested to the Board of Company to ensure maintenance of structured digital database with adequate internal controls.

(b) The listed entity has maintained proper records under the provisions of the above Regulations and circulars/ guidelines issued thereunder insofar as it appears from my/our examination of those records.

(c) The following are the details of actions taken against the listed entity/ its promoters/ directors/ material subsidiaries either by SEBI or by Stock Exchanges ( including under the Standard Operating Procedures issued by SEBI through various circulars) under the aforesaid Acts/ Regulations and circulars/ guidelines issued thereunder:

Sr. No.	Action taken by	Details of violation	Details of action taken E.g. fines, warning letter, debarment, etc.	Observations/ remarks of the Practicing Company Secretary, if any.
NIL

Contd….. 3.

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:: 3 ::

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(d) The listed entity has taken the following actions to comply with the observations made in previous reports:

Sr. No.	Observations of the Practicing Company Secretary in the previous reports	Observations made in the secretarial compliance report for the year ended… (The years are to be mentioned)	Actions taken by the listed entity, if any	Comments of the Practicing Company Secretary on the actions taken by the listed entity
NOT APPLICABLE

For JAYSHREE DAGLI & ASSOCIATES COMPANY SECRETARIES Unique Code: S1995MH013400

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JAYSHREE S. JOSHI Membership No.: F.C.S. 1451 ; CP No.: 487 UDIN: F001451B000541782

Place : MUMBAI Date : July 31, 2020 .

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Annexure A

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Detailed compliance report of the SEBI Regulations

The Compliance Report given below is for the year 2019-20

1. The ICDR Regulations are not applicable as the company did not make any IPO, Rights, Bonus, Preferential allotment or a Qualified Institutional Placement

2. The SEBI (Share Based Employee Benefits) Regulations 2014: The Company has a Employee stock option scheme in place and are granting options to the eligible employees of the company and its subsidiaries as per their entitlement. After vesting the same are being exercised by the employees. During the year under review, Eligible employees have not exercised any options. The following were observed

3. a. Grant of ESARs as per the shareholder approval

4. b. Vesting of ESARs as per the schedule

5. c. Necessary disclosures have been made for all the ESOP/ESAR schemes that are there in the Annual report for the year ended March 31, 2020 (Annexure A to the Board Report) and is also available on the website..

The same was placed before the Board member at its Meeting held on July 18, 2020.

3. SEBI (LODR) Regulations, 2015:

Regulation	Compliance
4(1) - Principles governing disclosures and obligations	The Company has made the necessary disclosures to its Board members and to the stock exchange in accordance with the principles laid down in this regulation.
4(2)(a) - Principles regarding Rights of Shareholders	The Company has given the shareholders the right to participate in meetings by providing e-voting facility at the AGM and is also redressing all investor grievances without any delay.
4(2)(b) - Timely Information	The Company is providing adequate and timely information to its shareholders.
4(2)(c)-Equitable Treatment	All the shareholders are being given equitable treatment
4(2)(d) - Role of stakeholders in corporate governance	Being complied with.
4(2)(e) - Disclosure and transparency	The Company is ensuring timely disclosure of all material matters in the manner specified. Further discussions during the Board Meetings are being captured in the minutes.
4(2)(f)- Responsibilities of the Board	The Board is carrying out its responsibilities in accordance with what is specified in the Regulations
6 - Compliance Officer	A Qualified Company Secretary is appointed as the compliance Officer.
7 - Share Transfer Agent	Datamatics Financial Services Limited has been appointed as the Share Transfer Agent. The report as required under Regulation 7(3) has been filed on time with BSE without any delay for the half years ended September 30, 2019 and March 31, 2020. The Agreement with the Registrar and Share Transfer Agent has also been renewed.

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8 - Co-operation with other intermediaries	The Company is co-operating with its registrar and the depositories and all other intermediaries with whom it is dealing with.
9 - Preservation of Documents Policy	Policy has been formulatedand approved by the Board.
10-Filing of Information	Being filed on time in the electronic format with the BSE.
11 - Scheme of Arrangement	Not Applicable as there as there was no scheme of arrangement during the financial year 2019-20.
12 - Payment of Dividend	Not applicable as the Company had not declared any dividend during the financial year 2019-20.
13 - Grievance Redressal Mechanism	Registered on SCORES. Logging in frequently. Disclosure under Regulation 13(3) filed every quarter with the stock exchanges on time. The status also placed as a separate item in the Board Meetings every quarter as specified in the Regulation.
14 - Fees	Paid listing fees to the stock exchanges and fees to the depositories.
15 - Applicability	Chapter IV of the SEBI (LODR) Regulations, 2015 are applicable and the provisions of Regulations 17 to 27 on Corporate Governance are also applicable.
17 - Board of Directors	a. The Board has an optimum combination of executive and non-executive directors with more than 50% of the Board comprising of independent and non-executive directors. Chairperson is non- independent and executive. b. There are 8 directors on the Board. c. All the Independent and Non-executive directors who are above the age of 75 have been appointed by way of a special resolution of the shareholders. d. There is one women Director in the Company. e. The Board has met four times in the year and the gap between the meetings is not more than 120 days. Quorum was present in all the meetings. f. The Board has reviewed compliance of all the laws applicable to the company in all the meetings held during the financial year 2019-20. g. The Board has not considered the plan for orderly succession to its Board and to the senior management in the current year. However the same has been considered in the previous years.

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	h. The Board has recommended sitting fees to be paid to executive and non-executive directors and all approvals wherever required have been taken from the shareholders. i. Information prescribed in Part A of Schedule II are being placed in the board meeting. The following were not applicable as these incidents didn’t occur during the year: 1. Fatal or serious accidents. 2. Joint Venture or collaboration agreements 3. Labour Problems j. The Managing Director has given necessary certification as per part B of Schedule II. k. Performance Evaluation of the Independent directors have been carried out by the Members of the Board in the current year. l. The Board has formulated and implemented a Risk Management Plan. m. Recommendation of the Board has been set forth in the special items of business included in the Notice for the General Meeting in the current year.
17A - Maximum number of Directorships	i. None of the directors exceed the maximum limit specified in the Regulations
18 - Audit Committee	i. The Audit Committee is constituted with 3 Independent Directors. ii. All the members are financially literate and the Chairperson of the Committee is financially literate and has expertise in financial management. iii. The Chairperson is an Independent director and was present in the previous Annual General Meeting to answer shareholder queries. iv. The Company Secretary of the Company acts as the Secretary to the Committee. v. The Audit committee has met four times in the financial year and the gap between the meetings was not more than 120 days. vi. Quorum was present in all the meetings of the Committee during the year. vii. The role of the Committee is as prescribed in Part C of Schedule II and reviews the matters specified therein in their meetings. viii. The Committee has discussed / reviewed the financials every quarter before recommending the same to the Board of Directors.

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19 - Nomination and Remuneration Committee	i. The Nomination and Remuneration Committee consists of 3 Independent Directors. Hence all the members of the Committee are non- executive. ii. The Chairman of the Committee is an Independent director iii. Met one time in the year and quorum was present. iv. The Chairman of the Committee was present at the AGM. v. The role of the Committee is as prescribed in Part D of Schedule II of the LODR Regulations and reviews the matters specified therein at their meeting. vi. The role of the Committee as amended by LODR amendment Regulations, 2018 has been amended and approved in the Board Meeting on May 24, 2019.
20 - Stakeholders Relationship Committee	i. Composition in order with the Chairman being a non- executive independent director ii. The role of the Committee is as prescribed in Part D of Schedule II and reviews the matters specified therein at their meetings. iii. The role of the Stakeholders’ Relationship Committee has been modified post amendment to the LODR Regulations with effect from April 01, 2019, and approved by the Board of Directors in its meeting on May 24, 2019. iv. The Stakeholders Relationship Committee met more than once during the current year.
21 - Risk Management Committee	Not applicable
22 - Vigil Mechanism	i. Has a policy and hosted the same on the website. A whistle blower has direct access to the Chairman of the Audit Committee. ii. No whistle blower has availed of the same during the audit period. iii. The Policy provides for an opportunity to the whistle blowers to report any suspected leakage of unpublished price sensitive information and protection has been provided to such whistle blowers.

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23 - Related Party Transactions	i. The company has a RPT policy which is approved by the Board and is placed on the website of the Company. ii. All RPTs are prior approved by the Audit Committee. iii. One omnibus approval has been taken during the year. Status Report of the Related Party Transactions entered into every quarter vis-à-vis the Omnibus approval / approval given by the Board is placed in every Audit Committee meeting. iv. There was no material RPTs during the year. v. The statement of the related party transactions entered has been submitted on a consolidated basis for the 6 months ended September 30, 2019 to the stock exchange.
24 - Corporate Governance with regard to subsidiaries	The Company has 9 subsidiaries out of which 5 are Wholly owned subsidiaries and the Audit Committee has reviewed the financials including investments made by thefunctional Subsidiaries on quarterly basis. After the year under review, Pilatus View Holding AG, Subsidiary of the Company was closed down by voluntary liquidation and AESA Air Engineering S.A France, Subsidiary of the Company had initiated Redressement Judiciaire under relevant French Law.
25 - Obligations of Independent Director	i. Meet criteria of Independence ii. Complied with the requirement of number of directorships iii. Tenure in accordance with the provisions of the Companies Act. iv. Appointment letter for the Independent directors hosted on the website of the company. The Independent directors met on February12, 2020 and they have reviewed the performance of the Board, the non-independent directors and the quality / quantity / timelines of the flow of information between the Board and the Management. v. Familiarization programme being conducted on an ongoing basis.

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26 - Obligations with respect to directors and senior management	i. In compliance with the restriction on Number of directorships. ii. The directors have informed the company about the committee positions and the other directorships to the company. iii. Code of Conduct for directors and senior management personnel available and hosted on website. The directors have confirmed compliance with the same in the first meeting of the financial year w.r.t the previous year i.e. 2018-19. Disclosures to the Board of directors relating to all material, financial and commercial transactions by directors done in the first board meeting of the financial year.
27 - Corporate Governance Report	Complied with. Report filed on time on a quarterly basis with BSE.
28 - In-principle approval	Not applicable as the Company did not list any fresh capital during the year.
29 - Prior Intimations	i. Has been given for all board meetings considering financial results and for the AGM. ii. Closure of trading window intimated to the BSE.
30 - Disclosures of events or information	i. The requisite disclosures under Regulation 30 were made without any delay whenever required / when a price sensitive decision was taken by the Board. ii. All queries from the exchanges on any press report or such other information has been provided after deliberation and discussion in an appropriate manner.
31 - Shareholding Pattern	Quarterly filing of Shareholding Pattern done on a quarterly basis on time with BSE in the correct format.
31A - Reclassification of Shareholding Pattern	Not Applicable
32 - Statement of Deviation or Variation	Not applicable as there was no fund raising and the funds raised in the previous years have been utilized fully.
33 - Financial Results	i. Limited Review Report is also placed before the Board before being submitted to the stock exchange. ii. The financial results are being submitted in accordance with the conditions stipulated in Regulation 33(3) Prior intimation to the stock exchanges given on time. iii. Included advertisement in the newspaper about the board meeting.

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	iv. Filed with the BSE within 30 minutes of the closure of the meeting. v. Given press release / advertisement in the newspapers as required. vi. The format of the financial results was in order and contained all information as stipulated under IND AS and the Companies Act / Part A of Schedule IV of the LODR.
34 - Annual Report	Submitted to the BSEimmediately on the dispatch of the notice for the AGM
35 - Annual Information Memorandum	Not Applicable
36 - Documents & Information to shareholders	Dispatched to shareholders
37 - Draft Scheme of Arrangement & Scheme of Arrangement	Not applicable, as there was no scheme of amalgamation or merger.
38 - Minimum Public Shareholding	In compliance
39 - Issuance of Certificates or Receipts/ Letters/ Advices for securities and dealing with unclaimed securities	Filed disclosure under regulation 39(3) for the issuance of duplicate share certificate on receipt of request for issuance with the stock exchange.
40-Transfer or Transmission	Complied with the requirements
41 - Other provisions relating to securities	Complied with the requirements
42 - Record Date or Date of closure of transfer books	Complied with for the purpose of AGM
43 – Dividends	Not applicable as the Company did not declare dividend for the financial year 2019-20.
44 - Voting by shareholders	E-voting has been provided. Voting results have been communicated to the stock exchange within 48 hours of the declaration of result in the prescribed format.
45-Change of Name	Not applicable
46 - Website	The website is active and is updated. (a)details of its business – given (b)terms and conditions of appointment of independent director – given (c)composition of various committees of board of directors –given (d)code of conduct of board of directors and senior management personnel – given (e)details of establishment of vigil mechanism/ Whistle Blower policy - given (f) criteria of making payments to non-executive directors, if the same has not been disclosed in annual report – Not applicable

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	(g)policy on dealing with material related party transactions; - given (h)policy for determining ‘material’ subsidiaries; - given (i)details of familiarization programmes imparted to independent directors including the following details:- (i) number of programmes attended by independent directors (during the year and on a cumulative basis till date) –given (ii)number of hours spent by independent directors in such programmes (during the year and on cumulative basis till date)–given and (iii) other relevant details - given (j) the email address for grievance redressal and other relevant details; - Given (k) contact information of the designated officials of the listed entity who are responsible for assisting and handling investor grievances; - Given (l) financial information including: - Given (i) notice of meeting of the board of directors where financial results shall be discussed; (ii)financial results, on conclusion of the meeting of the board of directors where the financial results were approved; (iii) complete copy of the annual report including balance sheet, profit and loss account, directors report, corporate governance report etc.; (m) shareholding pattern; - Given (n)details of agreements entered into with the media companies and/or their associates, etc.; - Not applicable (o)schedule of analyst or institutional investor meet and presentations made – Not applicable (p)new name and the old name of the listed entity for a continuous period of one year, from the date of the last name change; - Not applicable (q)items in sub-regulation (1) of regulation 47 – Given
47 - Advertisements in Newspapers	Complied
48 - Accounting Standards	Complied
Chapter V - Regulation 40 to 62	Not applicable
Chapter VI 63 and 64	Not applicable
Chapter VII, VIII and IX	Not applicable

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1. SEBI (SAST) Regulations 2011

2. a. The Company does not hold shares in any other listed entity and therefore the provisions of the SAST Regulations are not applicable.

3. b. The promoters have given the disclosures under Regulation 30 on time.

4. c. There have been no open offers in which the company was involved during the period under review and hence the provisions of the SAST Regulations are not applicable to this extent.

5. SEBI (PIT) Regulations, 2015

6. a. Window Closure being done during consideration of financial results and is reopened 48 hours after the results are made generally available.

7. b. No pre-clearances taken or given during the year.

8. c. The company has adopted a Leakage of Price Sensitive Information Policy.

9. d. Legitimate Purpose Policy has been adopted.

10. e. Structural data base of the persons with whom the price sensitive information is being shared is not maintained by the Company.

11. f. The Company has not entered in to Non-disclosure agreement with the persons with whom UPSI is shared.

12. SCORES

13. a. Registered on the SCORES site

14. b. Logging in frequently.

15. c. All complaints received during the year are resolved.

16. SEBI (Buy-back of Securities) Regulations, 1998 / 2018 – Not applicable as there was no buy-back of securities during the financial year under review.

17. The company is not registered as an intermediary with SEBI and hence none of the regulations pertaining to the intermediaries are applicable to it.

18. Dematerialisation: The promoters’ shares are dematerialized and the company is taking necessary steps to get the shares held by the public dematerialized. No transfers in physical shares has been done during the year under review.

For JAYSHREE DAGLI & ASSOCIATES COMPANY SECRETARIES Unique Code: S1995MH013400

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JAYSHREE S. JOSHI Membership No. F.C.S. 1451 ; CP No.: 487 UDIN: F001451B000541782

Place : MUMBAI Date : July 31, 2020 .

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