September 03, 2022

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

Ref: Bhalchandram Clothing Limited - BHALCHANDR

Sub.: Submission of 17th Annual Report for the Financial Year 2021-22 of the Company as per
Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirement) Regulations, 2015

Dear Sir/ Madam,

The 17th Annual General Meeting of the Company to be held on Thursday, September 29, 2022.
In this regard, please find enclosed 17th Annual Report of the Company for
Financial Year 2021-22, as per Regulation 34 of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015.

The same is for your records.

Kindly take a note of the same.

Thanking you,

Yours faithfully,
For Bhalchandram Clothing Limited

Sunil Kumar Patel

Company Secretary

Encl: As above
BBHHAALLCCHHAANNDDRRAAM
M CCLLO
OTTHHIINNGG LLIIM
MIITTEEDD

Annual Report 2021-22

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

Cash Flow Statement

Notes to Financial Statement

Corporate Information

BOARD OF DIRECTORS & KMP

Mr. Ujwal R. Lahoti Managing Director (DIN: 00360785)

Mr. Umesh R Lahoti Executive Director (DIN: 00361216)
Mr. Aadhitiya U Lahoti Non-Executive Director (DIN: 01501504)
Mr. Prakash R. Bang Independent Director (DIN: 00088837)
Mr. Mahesh M. Bhattad Independent Director (DIN : 00564107)
Ms. Meghna V. Panchal Independent Woman Director (DIN: 07082835)
Mr. Saurabh Lahoti Chief Financial Officer
Mr. Sunil Kumar Patel Company Secretary & Compliance Officer
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: [email protected]
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 : [email protected]
Website : www.linkintime.co.in

Corporate Identity Number (CIN): L17120MH2005PLC156451

Statutory Auditors: LSM & Co.

Chartered Accountants
FRN : 116870W

516, The Summit Business Bay,

Near PVR cinema, Chakala ,
Andheri (E), Mumbai 400093
Email: [email protected]

Website: www.bhalchandram.com

3
 DIRECTORS’ REPORT

TO THE MEMBERS OF
BHALCHANDRAM CLOTHING LIMITED

Your Company’s Directors the take pleasure in presenting the 17th Director’s Report along
with Audited Financial Statements of your Company for the Financial Year ended March 31,
2022.

Financial Highlights

The financial performance of the Company, for the year ended March 31, 2022 is
summarized below:
(in Lakhs)
Particulars March 31, 2022 March 31, 2021
Sales - 205.75
Other Income 22.35 3.36
Total Income 22.35 209.11

Less: Operating and Admin. Expenses 326.92 444.75

Profit/Loss Before Tax -304.57 -235.64

Depreciation - -

Tax - -
Current Tax - -
Tax adjustment of earlier years - -0.63
Deferred Tax

Profit/(Loss) after Tax -304.57 -235.01

Earnings per share (Rs.) : Basic -0.05 -41.97

Diluted -0.05 -41.97

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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 There is no change in the status of the Company
in the Financial Year 2021-22.
Iii Key business developments -
Iv Change in the financial year No, Company follows the same Financial Year
V Capital expenditure programs -
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 2021-22
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 Loss of Rs. 304.57 lakhs as
compared to previous year proceeds of Rs. 235.01. Management poses a sincere confidence
to perform well in the coming years.

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
2021-22.

Nature of Business and Changes therein:

5
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
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, 2022.

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

6
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 – Independent Director
2. Mr. Mahesh M. Bhattad – Independent Director
3. Ms. Meghna V. Panchal – Independent Director
4. Mr. Ujwal R. Lahoti – Managing Director
5. Mr. Umesh R. Lahoti – Executive Director
6. Mr. Aadhitiya U. Lahoti – Non - Executive Director

Appointments and Resignations.

There is no change in the Directors, Key Managerial Personnel during the Financial Year
2021-22.

By rotation and Re-appointments

Section 152 of the Act provides that unless the Articles of Association provide for retirement
of all directors at every Annual General Meeting (“AGM”), not less than two-third of the
total number of directors of a public company (excluding the independent Directors) shall
be persons whose period of office is liable to determination by retirement of directors by
rotation, of which one-third are liable to retire by rotation. Accordingly, Mr. Aadhitiya Lahoti
(DIN: 01501504), Director of the Company, retires by rotation at the ensuing AGM and,
being eligible, offers herself for re-appointment. A Profile of Mr. Aadhitiya Lahoti (DIN:
01501504), as required by Regulation 36(3) of the LODR is given in the Notice convening the
forthcoming AGM.

7
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,
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

8
 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
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 134 of the
Companies Act, 2013.
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

9
 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
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;

10
 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.

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.

11
 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; or
ii) The Securities Exchange Board of India (Prohibition of Fraudulent and Unfair Trade
Practices relating to the Securities Market) Regulation, 1995.
 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. All Independent Directors have
submitted the declaration of independence, pursuant to the provisions of Section 149(7) of
the Act and Regulation 25(8) of the SEBI Listing Regulations, stating that they meet the
criteria of independence as provided in Section 149(6) of the Act and Regulations 16(1)(b) of
the SEBI Listing Regulations and they are not aware of any circumstance or situation, which
exist or may be reasonably anticipated, that could impair or impact his/her ability to
discharge his/ her duties with an objective independent judgment and without any external
influence.

In compliance with Rule 6 of Companies (Appointment and Qualification of Directors) Rules,

2014, all the Independent Directors (“IDD”) of the Company have registered themselves
with the India Institute of Corporate Affairs (IICA), Manesar, to include their names in the
databank of Independent Directors within the statutory timeline. They have also confirmed
that they will appear for the online proficiency test within a period of one/two year,
wherever applicable.

Further, there has been no change in the circumstances affecting their status as IDDs of the

12
Company.

Ms. Meghna V. Panchal is being re-appointed as an Independent Director of the Company,

for a second term of Five Consecutive Years from September 28, 2021. Proposed resolution
and explanatory statement have been provided in the Notice of Annual General Meeting.

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.
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: [email protected]

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

13
/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;

(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

The Board in their meeting held on 25 August 2012, recommend the re-appointment of LSM
& Co (formerly known as Lahoti Navneet & Company), (ICAI FRN: 116870W) for the Second
Term of Five Year. The company has received a confirmation letter from the Auditors to the
effect that their appointment if made will be within the prescribed limits of Companies Act,
2013 and that they are not disqualified for appointment within the meaning of the said Act.
As required under (Listing Obligations and Disclosure Requirements) Regulations, 2015, the
Auditors have also confirmed that they hold a valid peer certificate issued by the Peer
Review Board of the Institute of Chartered Accountants of India (ICAI).

Pursuant to provisions of Section 139(1) of the said Act the Board recommends their
appointment as Auditors for 5 years i.e. from the conclusion of 17 th Annual General Meeting
till the conclusion of 22nd Annual General Meeting i.e. to be held in the year 2027.

14
[

The notes on accounts referred to the Auditor’s Report are self – explanatory and there has
been no qualification/ remark made there under.
Being the Statutory Auditors for the Financial Year 2021-22, M/s LSM & Co., Chartered
Accountants, have audited the Books of Accounts of the company.
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 2021-22, 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 2021-22 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.

15
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 2021-2022
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 2021-2022.

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.

Annual Return

The Annual Return in Form MGT-7 for the financial year ended, 31st March, 2022, is
available on the website of the Company at bhalchandram.com

Number of meetings of the Board and other Committees

1. Board of Directors Meetings.

During the Financial Year 2021-22, the Company held 5 board meetings of the Board of
Directors as per Section 173 of Companies Act, 2013 which is summarized below. The gap
between two meetings held during the year 2021-22 does not exceed 120 days.

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

Meeting
1 10/06/2021 6 6
2 30/06/2021 6 6
3 19/08/2021 6 6
4 12/11/2021 6 6
5 12/02/2022 6 6

2. Meeting of Audit Committee.

Audit Committee Meetings were convened and held on, 10/06/2021, 30/06/2021,
19/08/2021, 12/11/2021 and 12/02/2022.

16
3. Meeting of Stakeholders Committee.
Stakeholder Relationship Committee Meetings were convened and held on 30/06/2021,
19/08/2021, 12/11/2021 and 12/02/2022.

4. Meeting of Nomination & Remuneration Committee.

Nomination & Remuneration Committee Meetings was held on 30/06/2021.

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.

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:

17
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. 19.36 lacs when compared to previous year earning of Rs. Nil/-. There has been
Exchange Loss of Rs. Nil/- when compared to previous year loss of Rs. Nil

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.

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

18
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, 2022.

Business Responsibility Report

Business responsibly report is applicable to top five hundred listed companies based on
market capitalization as on March 31, 2022 therefore business responsibility report is not
applicable for this company.

19
Secretarial Standards:

The Company has complied with all the Secretarial Standards.

CERTIFICATE FROM PCS UNDER SCHEDULE V (C) (10) (I) OF SEBI (LODR)

The Certificate from the practicing Company secretary as per Schedule V (C) (10) (i) of SEBI
(LODR) certifying that none of the directors on the board of the company have been
debarred or disqualified from being appointed or continuing as directors of companies by
the Board/Ministry of Corporate Affairs or any such statutory authority is annexed to this
Director’s Report as Annexure-3

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 25, 2022 (Managing Director) (Director)
(DIN 00360785) (DIN: 00361216)

20
 Annexure-A
FORM NO. MR – 3
SECRETARIAL AUDIT REPORT
FOR THE FINANCIAL YEAR ENDED ON 31ST MARCH, 2022
[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 31st March, 2022 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 31st March, 2022
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

21
 Investment, Overseas Direct Investment and External Commercial Borrowings;
(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.
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.

Adequate notice is given to all directors to schedule the Board Meetings, 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, Foreign Exchange Management
Act 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
Date : 25 August 2022
U D I N : F007592D000849719
Atul V. Kulkarni.
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) of BHALCHANDRAM CLOTHING LIMITED.
For the F Y 2021-22

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 : 25 August 2022
U D I N : F007592D000849719 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 2020-2021, ratio of the remuneration of
each Director to the median remuneration of the employees of the Company for the
financial year 2020-2021 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
2021-2022 2021-2022 median performance of the
remuneration Company
of employees
1. Mr. Sunil Kumar Rs. 2,13,500/- N.A. Refer Note 2 The Company has a
Patel– Company net Loss of Rs.
Secretary & (304.57) Lakhs as
Compliance compared to net
Officer Profit of Rs. 235.64
Lakhs incurred in
the previous year .
Note:
1. No Directors and Chief Financial Officer received any remuneration or sitting fees for
the financial year 2021-2022.

2. It is hereby affirmed that the remuneration paid during the year under review is as
per the Remuneration policy of the Company.
3. There is only three 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 25, 2022 (Managing Director) (Director)
(DIN 00360785) (DIN 00361216)

25
 Annexure -3
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, 2022 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 subject to the fact that two of the Independent Director are in process of
passing the Proficiency test for inclusion in Data Bank.

Sr. No. Name of Director DIN Date of appointment 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

26
is the responsibility of the management of the Company. Our responsibility is to
express an opinion on these based on our verification. This certificate is neither an
assurance as to the future viability of the Company nor of the efficiency or effectiveness
with which the management has conducted the affairs of the Company.

For Atul Kulkarni & Associates

Company Secretaries

Sd/-
Atul V. Kulkarni
Membership No.: 7592
CP No.: 8392
UDIN : F007592D000849598

Place: Solapur
Date: August 25, 2022

27
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
Industry Structure and Development

The Textile Industry in India is second largest employer after agriculture providing jobs to
the various class of peoples and is one of the significant contributors to the Indian economy.
During the year 2021-22, the Cotton Textile Industry in India has experienced an
improvement on account of overall demands from Overseas markets. Upward price trend in
Raw Material and Textile products, has helped achieving better realizations for export.
Overall Exports of Cotton Textiles increased from India.

However,demand dropped down in world market particularly from last month of the last
quater of the financial year2021-22. Main reasons are too much volatility in Raw Material
(raw cotton) prices, lesser demand of final products due to inflation all around, war in the
West, Covid showing back strongly in China. Overall Exports of Cotton Textile products
affected badly, reflecting much lower volumes and profits for the exporters.

Revival is only expected once Raw Material prices comes back to reasonable level, enable
whole Textile value chain to move on smoothly.

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.

Outlook

28
The long term objective of the Company is to remain strong player in the cotton textiles
export market. Goal is to add more Textile related value added products for Exports. To
keep high quality Customer Service and development of new markets, focus is to use new
Technology. Your Company is also continuously improving its operational efficiency, and
cost control which will result in improvement of the bottom line in future.

As our Country is largest Cotton growing in the World, your Company is geared you to get
advantages from offering various high quality Textile products for Exports and is hopeful to
secure better market share in the Global markets.

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. However, the good monsoon and pick up
in Indian economy due to various measures taken by the Government would unleash
demand in the long run and offset any slowdown in exports. Further, the hope of revival of
Chinese economy will also bring the positive growth for this sector.

By enchasing the rich experience gained by the Company in the Exports of Cotton Textile
sector, the company has plans to increase its efforts of marketing and to open up Overseas
Offices in order to better serve its customers.
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
 Change in economic regulations and laws may also effect the company adversely
Internal Control Systems and their adequacy

29
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.

INTERNAL AUDITOR

Internal Audit for the year ended March 31, 2022 was carried out and Internal Audit reports
at periodic intervals as statutorily required were placed before the Audit Committee.

Financial and Operational Performance

During the year under review your Company has reported a total income from operation of
Rs NIL when compared to previous year’s proceeds of Rs (304,57,000) Lakhs.

Liquidity and Capital Resources

Particulars 2021-2022 2020-2021

(` in Rupees) (` in Rupees)
Cash and Cash Equivalents –
Beginning of the year 3,76,689 41,98,427
End of the year 2,52,34000 376,689
Net Cash provided (used) by -
Operating activities 5,26,40,000 201,87,000
Investment activities 7,39,000 2,00,000
Financial activities -285,22,000 -242,08,239

The net cash Outflow from the operating activities during the year under review has been
Rs.526.40 Lakhs as compared to inflow of Rs. 201.87Lakhs in previous year. The inflow from
investment activity stands at Rs.7.39 as compared to outflow of Rs. 2.00 Lakhs in previous
year. The inflow from financial activity stands at Rs. (285.22) Lakhs as compared to Rs.
(242.08) lakhs in previous year.

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.

30
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, 2022.

For and on behalf of the Board of Directors

Sd/- Sd/-
Place: Mumbai Ujwal R. Lahoti Umesh R. Lahoti
Date: August 25, 2022 (Managing Director) (Director)
(DIN 00360785) (DIN 00361216)

31
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, 2022, 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, 2022,
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.

INFORMATION OTHER THAN STANDALONE FINANCIAL STATEMENTS AND AUDITORS

REPORT THEREON

32
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
intends to liquidate the Company or to cease operations, or has realistic no alternative but
to do so.

33
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
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.

34
  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.
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.

35
 e. On the basis of written representations received from the directors as on
March,31, 2022 taken on record by the Board of Directors, none of the
directors is disqualified as on March 31, 2022, 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.

For L S M & Co
Chartered Accountants
Firms Registration Number: 116870W

Sd/-

CA Navneet Lahoti
Partner
Membership Number: 100529
Place: Mumbai
Date: 30th May 2022
UDIN: 22100529AJXKRU7105

36
 ANNEXURES I TO THE AUDITORS’ REPORT
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 2022.

To the best of our information and according to the explanations provided to us by the
Company and the books of account and records examined by us in the normal course of
audit, we state that:

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:
a) The Company does not have any inventory and hence reporting under clause 3(ii)(a)
of the Order is not applicable.

3. The company has granted interest free unsecured loans recoverable on demand to
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 recoverable on demand hence question of overdue does not arise.
d) In respect of loans granted by the Company, there is no overdue amount remaining
outstanding as at the balance sheet date.
e) No loan granted by the Company which has fallen due during the year, has been
renewed or extended or fresh loans granted to settle the over dues of existing loans
given to the same parties.
f) The Company has not granted any loans or advances in the nature of loans either
repayable on demand or without specifying any terms or period of repayment during
the year. Hence, reporting under clause 3(iii)(f) is not applicable.
g)
Loan to Related Parties Amount
Aggregate amount of Loan Granted in 0
current year
Balance Outstanding as at the year end Rs 49,50,000/-

The Company has not provided any guarantee or security or granted any advances in the
nature of loans, secured or unsecured, to companies, firms, Limited Liability Partnerships or
any other parties.

37
 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,
2013 in 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. The maintenance of cost records has not been specified by the Central Government
under subsection (1) of section 148 of the Companies Act, 2013 for the business
activities carried out by the Company. Hence, reporting under clause (vi) of the
Order is not applicable to the Company.

8. In respect of statutory dues:

(a) In our opinion, the Company is generally regular in depositing undisputed statutory
dues, including Goods and Services tax, Provident Fund, Employees’ State Insurance,
Income Tax, Sales Tax, Service Tax, duty of Custom, duty of Excise, Value Added Tax,
Cess and other material statutory dues applicable to it with the appropriate
authorities. There were no undisputed amounts payable in respect of Goods and
Service tax, Provident Fund, Employees’ State Insurance, Income Tax, Sales Tax,
Service Tax, duty of Custom, duty of Excise, Value Added Tax, Cess and other
material statutory dues in arrears as at March 31, 2022 for a period of more than six
months from the date they became payable.
(b) There are no statutory dues referred to in sub-clause (a) above which have not been
deposited as on March 31, 2022 on account of any disputes.
9. There were no transactions relating to previously unrecorded income that have been
surrendered or disclosed as income during the year in the tax assessments under the
Income Tax Act, 1961 (43 of 1961).
10. In respect of borrowings:
a) The Company has not taken any loans or other borrowings from any lender. Hence
reporting under clause 3(ix)(a) of the Order is not applicable.
b) The Company has not been declared wilful defaulter by any bank or financial
institution or government or any government authority.
c) The Company has not taken any term loan during the year and there are no
outstanding term loans at the beginning of the year and hence, reporting under
clause 3(ix)(c) of the Order is not applicable.
d) On an overall examination of the financial statements of the Company, the
Company has not raised any short term funds during the year and hence reporting
on clause 3(ix)(d) of the Order is not applicable.

38
 e) On an overall examination of the financial statements of the Company, the
Company has not taken any funds from any entity or person on account of or to
meet the obligations of its subsidiaries.
f)The Company has not raised any loans during the year and hence reporting on clause
3(ix)(f) of the Order is not applicable.

11. In respect of issue of shares:

a) The Company has not raised moneys by way of initial public offer or further public
offer (including debt instruments) during the year and hence reporting under
clause 3(x)(a) of the Order is not applicable.
b) During the year, the Company has not made any preferential allotment or private
placement of shares or convertible debentures (fully or partly or optionally) and
hence reporting under clause 3(x)(b) of the Order is not applicable.
12. 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.

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. In respect of internal control:

a) In our opinion the Company has an adequate internal audit system commensurate
with the size and the nature of its business.
b) The company has appointed the Internal Auditor.

16. In our opinion during the year the Company has not entered into any non-cash
transactions with its Directors or persons connected with its directors and hence
provisions of section 192 of the Companies Act, 2013 are not applicable to the
Company.

17. In respect of registration as Non-Banking Finance Company:

a) In our opinion, the Company is not required to be registered under section 45-IA of
the Reserve Bank of India Act, 1934. Hence, reporting under clause 3(xvi)(a), (b) and
(c) of the Order is not applicable.
b) In our opinion, there is no core investment company within the Group (as defined in
the Core Investment Companies (Reserve Bank) Directions, 2016) and accordingly
reporting under clause 3(xvi)(d) of the Order is not applicable.

39
18. The company has incurred cash losses of Rs (3,04,57,100)/- in FY 21-22 & Rs
(2,35,64,268)/- in FY 20-21.

19. There has been no resignation of the statutory auditors of the Company during the
year.

20. On the basis of the financial ratios, ageing and expected dates of realization of
financial assets and payment of financial liabilities, other information accompanying
the financial statements and our knowledge of the Board of Directors and
Management plans and based on our examination of the evidence supporting the
assumptions, nothing has come to our attention, which causes us to believe that any
material uncertainty exists as on the date of the audit report indicating that
Company is not capable of meeting its liabilities existing at the date of balance sheet
as and when they fall due within a period of one year from the balance sheet date.
We, however, state that this is not an assurance as to the future viability of the
Company. We further state that our reporting is based on the facts up to the date of
the audit report and we neither give any guarantee nor any assurance that all
liabilities falling due within a period of one year from the balance sheet date, will get
discharged by the Company as and when they fall due.

21. In respect of Corporate Social Responsibility:

The compliance of Corporate Social Responsibility is not applicable to the
company as per subsection (1) of section 135 of the Companies Act, 2013. Hence,
reporting under clause (xx) of the Order is not applicable to the Company.

22. Since, Consolidation of Financial Statements are not applicable to the company.
Hence, reporting under this clause is not applicable.

For L S M & Co
Chartered Accountants
Firms Registration Number: 116870W

Sd/-
CA Navneet Lahoti
Partner
Membership Number: 100529
Place: Mumbai
Date: 30th May 2022
UDIN: 22100529AJXKRU7105

40
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 2022, 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.

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

41
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 2022, based on the criteria being specified by
management.

For Lahoti Navneet & Co

Chartered Accountants
Firms Registration Number: 116870W

Sd/-

CA Navneet Lahoti
Partner
Membership Number: 100529
Place: Mumbai
Date: 30th May 2022
UDIN: 22100529AJXKRU7105

42
 Balance Sheet as at 31st March, 2022
(` In Lakhs)
Note As at
Particulars
No March 31, 2022 March 31, 2021
I. Equity and Liabilities
(1) Shareholder's Funds
(a) Share Capital 1 56.00 56.00
(b) Reserves and Surplus 2 22.08 326.65

(2) Current Liabilities

(a) Short-term borrowings 3 507.16 740.42
(b) Trade payables 4
- Due to Micro, Small and Medium Enterprises
- -
- Due to Other than Small and
Medium Enterprises 0.27 1.16
(c) Other current liabilities 5 32.06 0.61
(d) Short-term provisions 6 - -
Total 617.57 1,124.83
II. Assets
(1) Non-current assets
(a) Long-term loans and advances 7 49.50 76.25
(a) Other non-current assets 8 0.25 0.25

(2) Current assets

(a) Current investments 9 - -
(b) Inventories - -
(b) Trade receivables 10 301.07 1,037.31
(c) Cash and cash equivalents 11 252.34 3.77
(d) Short-term loans and advances 12 - -
(e) Other current assets 13 14.40 7.25
Total 617.57 1,124.83

Summary of Significant Accounting Policies 24

1 to 35
See accompanying notes forming part of the financial statements
As per report of even date attached.
L S M & Co. For Bhalchandram Clothing Limited
Chartered Accountants
FRN 116870W Sd/ Sd/
UjwalLahoti UmeshLahoti
NavneetLahoti Director Director
Partner DIN : 00360785 DIN : 00361216
M.N.100529
Place : Mumbai Sd/ Sd/
Date : 30th May 2022 SaurabhLahoti Sunil Kumar Patel
UDIN:22100529AJXKRU7105 Chief Financial Officer Company Secretary

43
 Statement of Profit and Loss for the year ended 31st March 2022
(` In Lakhs)
For the year ended
Particulars Note No
March 31, 2022 March 31, 2021
1 Income:

(a) Revenue from operations 14 - 205.75

(b) Other Income 15 22.35 3.36
Total Income 22.35 209.11
2 Expenses:
(a) Purchase of Stock-in-Trade 16 - 178.16
(b) Employee benefit expense 17 3.71 3.26
(c) Finance costs 18 52.09 69.83
(d) Other expenses 19 271.11 193.51
Total Expenses 326.92 444.75
Profit/loss before exceptional and
3
extraordinary items and tax (304.57) (235.64)
4 Exceptional Items -
5 Profit/loss before extraordinary items and tax (304.57) (235.64)
6 Extraordinary Items - -
7 Profit/loss before tax (304.57) (235.64)
8 Tax expense:
(a) Current tax - -
(b) Deferred tax - -
(c) Taxes of earlier years (0.63)
9 Profit/loss for the Year (304.57) (235.01)
10 Earning per equity share (of ` 10 each) : 22
(a) Basic (0.05) (41.97)
(b) Diluted (0.05) (41.97)
Summary of Significant Accounting Policies 24
See accompanying notes forming part of the 1 to 35
financial statements
As per report of even date attached.
L S M & Co. For Bhalchandram Clothing Limited
Chartered Accountants
FRN 116870W Sd/ Sd/
UjwalLahoti UmeshLahoti
NavneetLahoti Director Director
Partner DIN : 00360785 DIN : 00361216
M.N.100529
Place : Mumbai Sd/ Sd/
Date : 30th May 2022 SaurabhLahoti Sunil Kumar Patel
UDIN:22100529AJXKRU7105 Chief Financial Officer Company Secretary

44
 Cash Flow Statement for the year ended March 31, 2022
(` In Lakhs)
Particulars For the year ended
March 31, 2022 March 31, 2021
(A) Cash Flow From Operating Activities :
Net Profit before Tax and prior period items (304.57) (235.64)
Adjustments for:
Bad Debts written off 111.47
Foreign exchange Gain/loss 19.36
Interest Paid 51.96 66.60
(Profit) / Loss on Sale / Redemption of
Investments
Operating Profit before working capital change (233.25) (57.58)
Adjustments for:
Trade Receivables 736.24 268.51
Short-term loans and advances 0.48
Other current assets (7.15) 29.71
Trade Payables (0.89) (0.55)
Other current liabilities 31.46 (2.48)
Short term provision
Short term borrowings -
Cash Generated from operation 526.40 238.10
Direct tax (payable) / refund (36.86)
Direct tax Adjustment earlier years 0.63
Cash Flow from Operating Activities (A) 526.40 201.87
(B) Cash Flow From Investing Activities :
Sale of Investments -
Purchase of Investments -
Long Term Loans & Advances Given
Received back 26.75 2.00
Foreign exchange Gain/loss (19.36) -
Capital Gain on sale of Investment
Cash Flow from Investing Activities (B) 7.39 2.00
(C) Cash Flow From Financing Activities
Issue of equity shares
Interest paid on borrowings (51.96) (66.60)
Repayment of short term borrowings (233.26) (175.48)
Long term Loans & Advances given
Cash Flow from Investing Activities (C) (285.22) (242.08)
Net increase / (decrease ) in Cash and Cash
Equivalents (A+B+C) 248.57 (38.22)
Cash and Cash Equivalents at beginning of
the year 3.77 41.98
Cash and Cash Equivalents at the end of the year 252.34 3.77

45
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 Previous Year's figure have been regrouped, rearranged, wherever necessary, to correspond with the
current year's classification/disclosure.
As per report of even date attached.
L S M & Co. For Bhalchandram Clothing Limited
Chartered Accountants
FRN 116870W Sd/ Sd/
UjwalLahoti UmeshLahoti
NavneetLahoti Director Director
Partner DIN : 00360785 DIN : 00361216
M.N.100529
Place : Mumbai Sd/ Sd/
Date : 30th May 2022 SaurabhLahoti Sunil Kumar Patel
UDIN:22100529AJXKRU7105 Chief Financial Officer Company Secretary

46
 Notes forming part of the Financial Statements
(` In Lakhs)
As at
Particulars March 31,
March 31, 2021
2022
1 Share Capital
Authorized Capital

6,00,000 Equity Shares of Rs.10/- each 60 60

Issued, Subscribed and Paid Up Capital

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

56 56
a. The reconciliation of number of shares is set out below:
As at
Particulars
March 31,2022 March 31, 2021
Equity Shares at the beginning of the 560,000
year 560,000
Add : Shares issued during the year -
Equity Shares at the end of the year 560,000 560,000
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
March 31,2022 March 31, 2021
Name of Shareholders each holding more than 5% of
No. of Shares Percentage of No. of Percentage
the Share Capital
Held holding Shares Held of holding
Thakurji Textile Trading Pvt. Ltd. 61,100 10.91% 61,100 10.91%
Kirti Stockbrokers Pvt. Ltd. 80,800 14.43% 80,800 14.43%
Hind Commerce Ltd. 92,500 16.52% 92,500 16.52%
Billion Way Garment Ltd. 240,200 42.89% 240,200 42.89%
Reliance Commercial Co. Ltd. 60,000 10.71% 60,000 10.71%
d. Shareholding of Promoters
March 31,2022 March 31, 2021
Name of Promoters holding share capital of the
No. of Shares Percentage of No. of Percentage
Company
Held holding Shares Held of holding
UjwalLahoti 100 0.02% 100 0.02%
UmeshLahoti 100 0.02% 100 0.02%
Hind Commerce Limited 92,500 16.52% 92,500 16.52%
Thakurji Textile Trading Private Limited 61,100 10.91% 61,100 10.91%
Mast Mast Textile Trading Private Limited 15,000 2.68% 15,000 2.68%
Janaksuta Textile & Yarn Private Limited 10,000 1.79% 10,000 1.79%
Kirti Stock Brokers LLP 80,800 14.43% 80,800 14.43%

2 Reserves and Surplus

(a) Securities Premium Account
Opening Balance 283.76 283.76
Add: Received on issue of shares -
Closing Balance 283.76 283.76
Surplus in Statement of Profit

47
(b) and Loss
Opening Balance 42.90 277.91
Add: Profit/Loss for the Year (304.57) (235.01)
Closing Balance (261.67) 42.90
Total 22.08 326.65
3 Short-term borrowings
Unsecured Loan from Related
Parties 507.16 740.42
**For details Refer Note - 21
507.16 740.42
4 Trade payables
For Goods -
For Expenses and services
- Due to Micro, Small and
Medium Enterprises -
- Due to Other than Micro, Small and Medium
Enterprises 0.27 1.16
0.27 1.16
Trade Payable Ageing Schedule as at 31st March,2022
Outstanding for following periods from due date of payment
Particulars
More than 3
Less than 1 year 1 to 2 years 2 to 3 Years Total
years
(i) MSME - - - -
-
(ii) Others 0.27 - - -
0.27
(iii) Disputed dues –
- - - -
MSME -
(iv) Disputed dues -
- - - -
Others -

Trade Payable Ageing Schedule as at 31st March,2021

Outstanding for following periods from due date of payment
Particulars
More than 3
Less than 1 year 1 to 2 years 2 To 3 Years Total
years
(i) MSME - - - -
-
(ii) Others 1.09 0.00 0.07 -
1.16
(iii) Disputed dues – MSME - - - -
-
(iv) Disputed dues - Others - - - -
-
5 Other current liabilities
Other Payables
Statutory Dues 2.15 0.42
Salary Payable 0.20 0.18
Expenses Payable 29.71 -
32.06 0.61

48
6 Short-term provisions
Provision for Tax (Net of Advance
Tax & TDS ) - -

- -
7 Long-term loans and advances recoverable in Cash or Kind or Value to Received
(Unsecured, considered good)
(a) Loans & Advances to Related Parties ** 49.50 76.25
** For details Refer Note - 21 49.50 76.25
Particulars 31-03-22 31-03-21

Amount of Percentage to
Amount of loan Percentage to the
loan or the total Loans
or advance in the total Loans and
Type of Borrower advance in the and Advances in
nature of loan Advances in the
nature of loan the nature of
outstanding nature of loans
outstanding loans

Promoters - - - -
Directors - - - -
KMPs - - - -
Related Parties 49.50 1.00 76.25 1.00
8 Other non-current assets
Balances with Government Authorities
Deposit - Sales Tax 0.25 0.25
0.25 0.25
9 Current investments
In Mutual fund
Birla Sun Life Saving Fund - Growth - Regular Plan -
Aditya BSlEnhanched Arbitrage Fund -Growth -
- -
10 Trade receivables- Unsecured
i) Undisputed Trade Receivables
(a) Considered Good - 35.58
(b) Considered Doubtful - -
- 35.58
ii) Disputed Trade Receivables
(a) Considered Good - 1,001.73
(b) Considered Doubtful 528.94 -
528.94 1,001.73
Less: Provision for Doubtful
debts 227.87 -
301.07 1,037.31

49
 Notes:
1. Trade Receivables ageing schedule as at 31st March,2022
Outstanding for following periods from due date of payment
More
Particulars Less than 6 6 months -1 01-02 Total
02-03 Years than 3
months year Years
years
(i) Undisputed Trade Receivables-Conisdered
good - - - - - -
(ii) Undisputed Trade Receivables – Considered
Doubtful - - - - - -
(iii) Disputed Trade Receivables– Considered
good - - - - - -
(iv)Disputed Trade Receivables – Considered
Doubtful - - - 528.94 - 529

2. Trade Receivables ageing schedule as at 31st March,2021

Outstanding for following periods from due date of payment
More
Particulars Less than 6 6 months -1 01-02 Total
02-03 Years than 3
months year Years
years
(i) Undisputed Trade Receivables-Considered
good 35.58 - - - - 36
(ii) Undisputed Trade Receivables – Considered
Doubtful - - - - - -
(iii) Disputed Trade Receivables– Considered
good - - 1,001.73 - - 1,002
(iv)Disputed Trade Receivables – Considered
Doubtful - - - - - -
3. Refer Note 30 for details of current status of disputes.
11 Cash and cash equivalents
(As taken and certified by the Management)
Cash in Hand 0.17 0.17
Balances with Banks
In Current Accounts 252.17 3.60
252.34 3.77
12 Short-term loans and advances
(Unsecured, considered good)

- -
13 Other current assets
Balance with revenue authorities 14.40 7.25
14.40 7.25

14 Revenue from operations

Sale of Products :
Export Sales - 187.27
Local Sales - 18.48
Other operating revenues:
Commission Received - -
- 205.75

50
15 Other Income
Bad debts written back 2.81
Foreign Exchange Gain (Net) 19.36 -
Interest On Income Tax Refund 0.02 -
Provision For Expenses No Longer Required 0.15 -
Duty Drawback - 3.36
22.35 3.36
16 Purchase of Stock-in-Trade
Purchase of Traded goods - 177.57
Other operating expenses - 0.59
- 178.16
17 Employee benefit expense
Remuneration to related Parties - -
To others 3.71 0.00
3.71 0.00
18 Finance costs
Bank Charges 0.13 0.43
Interest Expenses 51.96 0.00
Interest on delayed Payment of Taxes - 0.00
52.09 0.44
19 Other expenses
(a) Office & Administrative expenses:
Advertisement Expenses 0.11 0.09
Auditor's Remuneration:
For Statutory Audit 0.17 0.35
Bad Debts Written off (Net) - 111.47
Provision for Doubtful Debts 227.87 -
Custodial Fees 0.28 0.18
Filing Fees 0.12 0.10
Foreign Exchange Loss - 50.60
Listing Fees 0.10 0.10
Legal & Professional Charges 41.60 0.28
Membership Fees 0.08 0.11
Business Promotion 0.64 -
ECGC Premium - 4.08
Marine Insurance Premium - 0.70
Miscellaneous Expenses 0.15 0.06
271.11 168.11

(b) Selling and Distribution expenses

Ocean Freight - 11.35
Local Freight & other Shipment cost - 0.00
Custom Duty, Entry Fee, Handling Fee etc - 10.26
Loading and Unloading charges - 0.05
- 21.66

Total 271.11 189.77

51
(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 - Managing Director
Shri UmeshLahoti - Director
Shri Sunil Patel - Company secretary
Entities 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 :- 2021-22 2020-21
Amt (Rs) Amt(Rs.)
(a) Key Management Personnel
Shri UmeshLahoti
Short tem advance given for capital expenditure -
Short tem Unsecured Loan taken 17.36 233.46
Short tem Unsecured Loan returned back 147.46 306.90
Interest paid 26.39 30.97
Shri UjwalLahoti
Short tem Unsecured Loan taken 10.66 38.63
Short tem Unsecured Loan returned back 165.77 140.67
Interest paid 25.56 35.63
Shri Sunil Patel
Salary Paid - 2.16
(b) Entities in which KMP / relative of KMP have significant influence
(i) Lahoti Overseas Ltd. (Loan)
Short term loan given
Short term loan returned back
Interest received
(ii) Lahoti Overseas Ltd. (Advance to suppliers)
Advances given for purchase of goods
Advance returned on cancellation of purchase contract
Interest received
(i) Yashodanandan Textiles Pvt. Ltd.
Long Term Loan Given - 3.00
Long Term Loan returned back 5.00 5.00
(ii)Trilokinath Textiles Pvt. Ltd.
Short Term Loan Given - 4.00
Short Term Loan returned back 4.00 -
(ii)Garudvahak Textiles Pvt. Ltd.
Short Term Loan Given - 17.75
Short Term Loan returned back 17.75 -
iii. Balance outstanding at the year end is as under : As at As at
31.03.2022 31.03.2021
Amt(Rs.) Amt(Rs.)

52
 Key Management Personnel
Unsecured Short Term Loans Payable
Shri UmeshLahoti 266.25 369.96
Shri UjwalLahoti 240.91 370.46
Entities in which KMP / relative of KMP have significant influence
Long Term Loans & Advances Receivable
Garudvahak Textiles Pvt. Ltd. - 17.75
Trilokinath Textiles Pvt. Ltd. - 4.00
Yashodanandan Textiles Pvt. Ltd. 49.50 54.50
(22) Earnings Per Share (EPS) 2021-22 2020-21
i) Weighted average no.of Equity Shares outstanding during the year 560,000.00 560,000.00
ii) Net Profit after tax available for Equity Shareholders (Rs.) (304.57) (235.01)
iii) Basic and Diluted Earnings Per Share (Rs.) (0.05) (0.04)
iv) Nominal Value Per Share (Rs.) 10.00 10.00
The Company does not have any outstanding dilutive potential equity shares.
(23) Earnings in Foreign Currency 2021-22 2020-21
CIF Value of Exports (Rs. In hundreds') - 187.27
(24) Summary of significant accounting policies:
a. Basis of Accounting:
The financial statements are prepared on accrual basis of accounting with the generally accepted accounting
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 are
accounted on accrual basis in the year of Export, to the extent measurable. FMS are accounted on receipt
basis.
e. Inventories:
Inventories are valued at lower of cost and net realizable value after providing for obsolescence, if any. Cost
includes purchase price 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 arising on settlement/translation are recognized in the revenue accounts.
(25) In the opinion of Directors, Current Assets, Loans and Advances have the value at which these are stated 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 foreign currency:

For the year ended

Particulars For the year ended March 31, 2022 March 31, 2021
Overseas Commission -

53
(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 having outstanding balance as on 31 st March, 2022 Rs.49,50,000/- (P.Y. Rs.
54,50,000) given to one entities (P.Y. Three Entities) in which KMP / relative of KMP have significant influence.
(30) The Company has written off 10% of outstanding receivable due from three parties against export sales of FY 2020-21.
The company has filed claim application with ECGC against the recovery of above export trade receivables and during FY
2020-21, 10% was written off as estimated loss against ECGC claim.
During the year ECGC has admitted claim vide their letter dated March 29, 2022 to the tune of Rs.2,49,79,445/- as per
the terms of the policy in respect of outstanding receivable from Tradecom SP Z.O.O. It informed that the above claim is
full and final recovery against the outstanding balance due from that party therefore the remaining balance from the
party amounting to Rs.17,09,054/- was written off as bad debts during the year.
During the year Company has received USD 2,19,898 directly from Adam Dis Ticaret and ADT Global Tekstil being full
amount against few outstanding invoices, The amount written off in earlier years in respect of above invoices to the
tune of Rs.19,90,310/- was written back during the year, as company has received full payment.
During the year ECGC has rejected claims for recovery of outstanding dues of Adam Dis Ticaret and ADT Global Tekstil
vide their letter dated March 03, 2022. The company has filed appeal with....... On ..........(date) against rejection order
of ECGC. In view of the ongoing dispute, the management has decided to make provision for doubtful debts against the
above Export Trade Receivables of USD 3,17,798 equivalent to INR 227.87 Lakhs.
Outstanding balance against doubtful Export Trade Receivables dues pending in respect of two parties (Previous Year
Three Parties) as on March 31, 2022 is USD 7,15,044.71 equivalent to INR 512.71 Lakhs (as on March 31, 2021 USD
15,37,450.95, equivalent to INR 1114.65 Lakhs).
(31) 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.
(32) The Company does not have any benamiproperty,where any proceeding has been initiated or pending
against the company for holding any property.
(33) The Company does not have any tarnsaction with struck off companies.

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(34) FINANCIAL RATIOS
March 31, March 31,
Particulars Numerator Denominator
2022 2021

(a) Current Ratio 1.05 1.41 Current Assets Current Liabilities

(b) Debt-Equity Ratio NA NA Total debt Total shareholder's equity

NA
(c) Debt Service Coverage Ratio NA Net operating Income Total Debt Service
-
(d) Return on Equity Ratio * 390.06 -61.58 Net Income Shareholder's Equity
NA
(e) Inventory turnover ratio NA Cost of Goods Sold Average Inventory
(f) Trade Receivables turnover
ratio NA 0.20 Sales Trade Receivables
(g) Trade payables turnover
ratio NA 154.14 Purchases Trade payables

(h) Net capital turnover ratio NA 0.54 Sales Capital

-
(i) Net profit ratio* 13.63 -1.13 Net profit Net income
(j) Return on Capital - Profit before interest
Average Capital employed
employed* 390.06 -61.58 and taxes
- Income generated from Average invested funds in
(k) Return on investment* 390.06 -61.58 invested funds treasury investments

* There is significant change in the ratios as compared to last year due to provision made for doubtful debts against the
export trade receivables also there is no Revenue from operation in the current year.

(35) OTHER INFORMATION

Other information required under Part I & Part II of Schedule III to The Companies Act, 2013 are either nil or not
applicable.
Previous group figures have been re-grouped or re-arranged wherever necessary.

As per report of even date attached.

L S M & Co. For Bhalchandram Clothing Limited
Chartered
Accountants
FRN 116870W Sd/ Sd/
UjwalLahoti UmeshLahoti
NavneetLahoti Director Director
Partner DIN : 00360785 DIN : 00361216
M.N.100529
Place : Mumbai Sd/ Sd/
Date : 30th May
2022 SaurabhLahoti Sunil Kumar Patel
UDIN:22100529AJXKRU7105 Chief Financial Officer Company Secretary

55
 Grouping to the Balance Sheets
(` In Lakhs)
As at As at
Particulars March 31, March 31
2022 ,2021

1 Trade payables
- Due to Other than Micro, Small and Medium Enterprises
LahotiNavneet& Co. 0.265 1.067
Atul Vilas Kulkarni 0.000 0.065
National security Depository Limited 0.000 0.003
Line In Time India Pvt Ltd 0.000 -
TMS Logistics 0.000 0.021
0.27 1.16
2 Other current liabilities
Other Payables
Statutory Dues
TDS on Interest 1.19 0.23
TDS on Professional fees TDS on Professional fees 0.94 -
Professional Tax Payable 0.02 0.20
2.15 0.42

3 Short-term provisions
Provision for Tax (Net of Advance Tax & TDS )
AY 2021-22
Provision for Tax A.Y.
2020-21 Provision for Tax A.Y. 2021-22 37.86
Less: Advance Tax Paid A.Y.
2020-21 Less: Advance Tax Paid A.Y. 2021-22 -1.00
Less: Self Assessement Tax
Paid A.Y. 2020-21 Less: Self Assessement Tax Paid A.Y. 2020-21 -39.65
Less: Additional Interest
Charged from P&L Less: Additional Interest Charged from P&L 2.79
0.00 0.00

4 Trade receivables- Unsecured

(a) Considered Good
Adam Dis Ticaret Ltd STI 0.00 361.04
ADT Global Tekstilas 0.00 370.98
Santee Print Works 0.00 35.58
Tradecom SP. Z O.O. 0.00 269.72
0.00 1037.31

(b) Considered Doubtful

Adam Dis Ticaret Ltd STI 149.88
ADT Global Tekstilas 379.06
528.94 35.58

Total 528.94 1072.89

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5 Cash and cash equivalents
Balances with Banks
In Current Accounts
ICICI Bank, Opera House Branch 0.32 1.56
ICICI Bank, Tardeo Branch 0.11 0.11
Oriental Bank of Commerce 0.24 0.24
Punjab National Bank 0.89 0.08
Shinhan Bank 250.61 1.62
252.17 3.60

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

Loans & Advances to Related Parties
(a) For purchase of property
Garudvahak Textiles Pvt. Ltd. 0.00 17.75
Trilokinath Textiles Pvt. Ltd. 0.00 4.00
Yashodanandan Textiles Pvt. Ltd. 49.50 54.50
49.50 76.25

(b) Advance to Suppliers - Unsecured, considered good

Sanskar Agro Processors Private Limited 0.00 0.00
0.00 0.00

(c) Prepaid expenses - Unsecured, considered good

Prepaid Insurance Premium 0.00

7 Balance with revenue authorities

GST Refund Receivable 5.87 5.87
Input CGST 0.38 0.31
Input IGST 7.23 -0.16
Input SGST 0.92 0.86
TCS Receivable AY 2021-22 0.00 0.02
Advance Tax Paid A.Y. 2021-22 0.00 0.35

14 7

57
 Grouping to the Profit & Loss Statement
(` In Lakhs)
FOR THE YEAR ENDED
Particulars
March 31 ,2022 March 31 ,2021

1 Other operating expenses

Custom examination Charges - 29,300.00
Custom Bond Charges - 29,280.00
- 58,580.00
2 Employee benefit expense
Remuneration to related Parties ** -
To others
Bonus 0.22 0.02
Leave Salary 0.09 0.02
House Rent Allowance 0.44 0.42
Salary 2.96 2.80
3.71 3.26
3 Interest Expense
Interest to related Parties** 51.96 66.60
Interest on Stautory Dues 0.00 0.00
**Refer Note 21 for details 51.96 66.60

4 Local Freight & other Shipment cost

All Shipment Charges - 0.01
Road Transport Charges - 3.35
Clearing & Forwarding charges - 0.24
- 3.60
5 Miscellaneous Expenses
Professional Tax 0.04
Postage & Courier Expense 0.15
Conveyance 0.00
BUSINESS PROMOTION -
Printing & Stationery Expense
Security Transaction Tax
PT Challan Fees
Miscellaneous Items Written off/(Written back) 5.60
- 6

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