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Balmer Lawrie Investment Ltd.

BSE: 532485 Sector: Financials
NSE: N.A. ISIN Code: INE525F01017
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VOLUME 4842
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P/E 23.64
Mkt Cap.(Rs cr) 917
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OPEN 412.00
CLOSE 409.25
VOLUME 4842
52-Week high 428.80
52-Week low 283.20
P/E 23.64
Mkt Cap.(Rs cr) 917
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Balmer Lawrie Investment Ltd. (BALMERLAWINV) - Director Report

Company director report

To the Members

Your Directors have the pleasure in presenting the 15th Annual Report of theCompany along with the Audited Financial Statement for the Financial year ended 31stMarch 2016 and other allied statements/disclosures as required as per the applicablestatute.

Overview on the State of Company's Affairs

Your Company's performance is greatly dependent upon two factors one being thedividend received from its subsidiary Balmer Lawrie & Co. Ltd. (BL) and the otherbeing the interest received from deployment of surplus funds with Scheduled CommercialBanks.

Though during the year under review i.e. 2015-16 there was decrease in interestrates but same was to an extent offset by increase in the total amount of bank depositsmade the total income of your Company marginally decreased as compared to the lastFinancial year i.e. 2014-15.

The summary of comparative annual financial results for the year under review i.e.2015-16 and the immediately preceding Financial year i.e. 2014-15 has been furnishedbelow:

Financial Results

(Rs. in Lakhs)
Year ended 31st March 2016 Year ended on 31st March 2015
Profit before Tax 3764.47 3769.47
Less: Provision for Tax 202.00 200.00
Net Profit 3562.47 3569.47

Share Capital

The paid up Equity Share Capital of the Company as on 31st March 2016 stoodat ' 221972690. During the year under review the Company has not issued any share withdifferential voting rights nor has granted any stock options or sweat equity shares.

Dividend

The Board recommend a dividend of 125% i.e.Rs.12.50/-(Rupees twelve and paise fiftyonly) per Equity Share of he face value ofRs.10/- each fully paid-up forthe Financialyearended 31 stMarch 2016 [which is at par with Dividend forFinancialYear2014-15@125%i.e. Rs.12.50/-(Rupees twelveand paisefifty only)perEquityShareofthefacevalueof Rs.10/- each fully paid-up]. Subject to the approval of theShareholders in the ensuing 15th Annual General Meeting (AGM) dividend will bepaid either by way of warrant demand draft or NECS mode and will be paid to thoseShareholders who would be holding shares of the Company as on 15th September2016 (End of Day) fixed as cut-off date forthe purpose. In respect of shares held indematerialized form dividend will be paid to the beneficial owners as per details to befurnished by their respective Depositories i.e. either Central Depository Services(India) Ltd. or National Securities Depository Ltd.

Appropriation

The amount available for appropriation is the sum total of Profit after Tax (PAT) andthe balance Profit brought forward from the previous financial year(s). The amountavailable for appropriations for the Financial year 2015-16 as compared to the immediatelypreceding Financial year 2014-15 are given hereunder:

(Rs. in Lakhs)
Particulars 2015-16 2014-15
PAT 3562.47 3569.47
Add: Balance Profit brought forward from the preceding Financial year 422.31 341.40
Amount Available for appropriations 3984.78 3910.87

 

(Rs. in Lakhs)
Particulars 2015-16 2014-15
Dividend 2774.65 2774.65
(Rate in %) (125%) (125%)
Corporate Tax on Dividend - -
Transfer to Reserve Fund 712.50 713.90
Surplus carried forward to the next year 497.64 422.31

The Company being a Non-Banking Financial Company as per Section 45-IC of Reserve Bankof India Act 1934 needs to mandatory transfer a sum not less than twenty per cent of itsnet profit every year as disclosed in the statement of profit and loss and before anydividend is declared.

Deposits with Bank

Surplus funds of the Company have been deployed in various Fixed Deposit Schemes of theScheduled Commercial Banks. As on 31st March 2016 the total amount ofdeployments in the Fixed Deposit Schemes is Rs.8300 Lakhs which in turn has yielded aninterest income ofRs. 652.55 Lakhs during the year ended 31st March 2016 (Rs.640.62 Lakhs for the year ended 31st March 2015).

Management Discussion and Analysis Report

Your Company is not engaged in any other business activity except to hold the equityshares of Balmer Lawrie & Co. Ltd. and accordingly matters to be covered under‘Management Discussion and Analysis Report Rs.are not applicable to your Company.

Deposits

Your Company has neither accepted nor is holding any deposits from the public duringthe Financial year and no deposit remained unpaid or unclaimed at the end of Financialyear and there was no instance of default in repayment of deposits or interests thereonduring the year under section 73 of the Companies Act 2013 and therefore no disclosure isrequired in relation to details relating to deposits covered under Chapter V of theCompanies Act 2013. Further the Company shall not be accepting any deposits in theFinancial year 2016-17.

Report on Subsidiary Companies

In terms of Section 2(87) of the Companies Act 2013 (‘the Act') your Company hasthree subsidiary companies namely Balmer Lawrie & Co. Ltd. Balmer Lawrie (UK) Ltd.(‘BLUK') and Visakhapatnam Port Logistics Park Limited (VPLPL). By virtue ofshareholding in BL (61.8%) your Company is the holding Company of BL. BL in turn has 2subsidiaries BLUK and VPLPL.

Since the control in BL is intended to be temporary and there is no change in suchintention Consolidated Financial Statements of the Company with BL has not been preparedin terms of para 11(a) of Accounting Standard 21 (AS-21) issued by the Institute ofChartered Accountants of India. Since the Financial Statements have not been consolidatedwith subsidiaries/associates/joint ventures report on performance and financial positionof the same as per Rule 8(1) of the Companies (Accounts) Rules 2014 is not required.However separate audited accounts in respect of each of its subsidiary shall be placed onthe website of the Company -www.blinv.com . Further a copy of separate Audited FinancialStatements in respect of each of the subsidiary shall be provided on requisition of anyshareholder of the Company.

Compliance of Right to Information Act 2005

Information which are mandatory required to be disclosed under the RTI Act 2005 havebeen disclosed on the website of your Company. The report on receipt and disposal of RTIapplications during the Financial year 2015-16 is as under:

Ministry/ No. Department/ Organisation Quarter Opening No.of Total no.of No.of Decisions Number of Total No. of times various Provisions were invoked while Rejecting Requests
balance of Requests (as on start Requests

Received during Quarter

Requests

(Column 4+5)

Requests

transferred to other PAc

where

Applications for rejected

cases where disciplinary action taken officer in respect of administration of RTIAct Amount

Collected (fee+ addl. penalty) (Rs.)

R elevan Secti ons of RTI Act 2005
Section 8(1) Other Sections
(a) (b) (c) (d) (e) (f) (g) (h) (i) (i) (9) in) (24) (Others)
(1) (2) (3) (4) (5) (6) (7) (8) (9) (10) (11) (12) (13) (14) (15) (16) (17) (18) (19) (20) (21) (22) (23) (24)
1. Balmer Lawrie Investments Limited 1 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0
Balmer Lawrie

Investments

Limited

2 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0
Balmer Lawrie

Investments

Limited

3 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0
Balmer Lawrie

Investments

Limited

4 0 2 2 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0
Total 0 2 2 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0

Conservation of Energy Technology Absorption and Foreign Exchange Earnings & Outgo

Since the Company does not have any business other than to hold shares of Balmer Lawrie& Co. Ltd. the reporting of Conservation of Energy Technology Absorption as per Rule8(3) of the Companies (Accounts) Rules 2014 is not applicable for your Company.

The details pertaining to Foreign Exchange Earnings and Outgo are enumerated as under:

NIL

Risk Management Policy

The Company does not have any business apart from holding the shares of Balmer Lawrie& Co. Ltd. offloaded by IBP Ltd. and is a Special Purpose Vehicle formed for temporarypurpose. Hence the requirement of laying down procedures for risk assessment andminimization is not applicable. Further as per Regulation 21 of Securities and ExchangeBoard of India (Listing Obligations and Disclosure Requirements) Regulations 2015 theprovisions of the regulation pertaining to Risk Management Committee is applicable to top100 listed entities (determined on the basis of market capitalisation as at the end ofthe immediate previous financial year). Your Company is not in the list of top 100entities.

Corporate Social Responsibility (CSR)

Your Company had not made expenditure in CSR projects as per Section 135 of theCompanies Act 2013 and applicable Rules and DPE Guidelines. It may be pertinent tomention in this regard that:

• The Company being a Special Purpose Vehicle was formed for a temporary purposeto hold the shares of Balmer Lawrie & Co. Ltd. (BL) offloaded by IBP Ltd. and does notcarry on any business other than holding 61.80% equity shares of BL and receivingdividend from BL.

• The Company does not have any employees of its own. The services of inter-aliaCompany Secretary who has been placed on secondment by BL is pursuant to a ServiceAgreement between the Company and BL.

• The Company does not have any functional directors as all the Directors arepart-time Non-Executive Directors. Further the income of the Company is primarily thedividend received from BL which is a Company governed by Section 135 of the Companies Act2013 on CSR and makes the required expenditure on the same as per the applicableprovisions.

• In the given constraints it is not feasible to formulate a Corporate SocialResponsibility Policy or Action Plan or to oversee its implementation as the status andnature of the Company does not gel with Concept of CSR.

• As per DPE guidelines the unspent amount on CSR activities in a particular yearis to be carried forward to the next year for utilization for the purpose for which it isallocated.

• As per the provisions of the Companies Act 2013 the Company needs to spend atleast 2% of average net profit of the Company made during immediately three precedingfinancial years. Thus the Company was required to make expenditure ofRs. 8.89 Lakhs andRs.10.34 Lakhs for FY 2014-15 and 2015-16 respectively. Accordingly Board at its meetingheld on 18th May 2016 resolved :

to constitute the CSR of the Company consisting of the following members:

• Smt. Perin Devi Chairperson

• Shri Shyam Sundar Khuntia Member

• Smt. Kiran Vasudeva Member

to fix terms of reference of the CSR as per the provisions of Section 135 of theCompanies Act 2013 Schedule VII and applicable Rules thereto.

Subject to recommendation of CSR Committee to spent towards contribution to thePrime Minister's National Relief Fund and/or contribution to "Swach Bharat Kosh"set up by the Central Government or any other recognized activity as per Schedule VII ofthe Companies Act 2013:

Year Rs.In Lakhs
2014-15 8.89
2015-16 10.34
TOTAL 19.23

• In accordance with the recommendation made by the CSR Committee and approval ofthe Board the Company had made contribution ofRs. 19.23 Lakhs (Rupees Nineteen LakhsTwenty Three Thousand only) to the Prime Minister's National Relief Fund on 8thJuly 2016 towards mandatory CSR spending relating to the year 2014-15 and 2015-16. Theacknowledgement of the same from the Prime Minister' Office is attached as Annexure-1.

Directors' Responsibility Statement

In terms of provisions of Section 134(5) of the Companies Act 2013 your Board ofDirectors to the best of their knowledge and ability confirm that:

(i) in the preparation of the annual accounts the applicable accounting standards hadbeen followed along with proper explanations and there were no material departures;

(ii) the Directors had selected such accounting policies and applied them consistentlyand made judgment and estimates that were reasonable and prudent so as to give a true andfair view of the state of affairs of the Company at the end of the Financial year and ofthe profit and loss of the Company for that period;

(iii) the Directors had taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provision of the Act for safeguardingthe assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) the Directors had prepared the annual accounts on a going concern basis;

(v) the Directors had laid down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and were operatingeffectively;

(vi) the Directors have devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems are adequate and operating effectively.

Corporate Governance

Your Company has been consistently complying with the various Regulations andGuidelines of the Securities & Exchange Board of India (SEBI) as well as of theDepartment of Public Enterprises (DPE).

Pursuant to the said SEBI Regulations and DPE Guidelines a separate section titled‘Corporate Governance Report' is being furnished and marked as Annexure-2.

The provisions on Corporate Governance under DPE Guidelines which do not exist in theSEBI Guidelines and also do not contradict any of the provisions of the SEBI Guidelinesare also complied with.

Further your Company's Statutory Auditors have examined compliance of conditions ofCorporate Governance and issued a certificate which is annexed to this Report and markedas Annexure-3.

Directors & Key Managerial Personnel and meetings of the Board during the year

There has been considerable change in composition of the Board of Directors during theFinancial year under review. The details of the meetings of the Board held during the yearhave been enumerated in the Corporate Governance Report marked as Annexure - 2.

Directors retired during the year

ShriAlok Chandra had been associated as Non-Executive Government Nominee Director ofthe Company with effect from 5th March 2015. Subsequently the Ministry ofPetroleum & Natural Gas (MOP&NG) had withdrawn the nomination of Shri Chandra videMemo No. C-31033/1/2012-CA/FTS:18688 dated 2nd January 2016. Accordingly thecessation of Shri Chandra from Board of Directors of the Company was taken on record witheffect from 26th January 2016.

Shri Prabal Basu had been associated with the Company since 1st November2012 when he was appointed as Non-Executive (Ex-Officio) Director of the Company beingDirector (Finance) of Balmer Lawrie & Co. Ltd. Upon nomination of Shri Shyam SundarKhuntia by MOP&NG on the Board of Balmer Lawrie & Co. Ltd. (BL) as Director(Finance) Shri Prabal Basu relinquished his additional charge as Director (Finance) in BLand also his post of Non-Executive Director and Chairman of the Board of your Company.Accordingly the cessation of Shri Basu from Board of Directors of the Company was takenon record with effect from 29th March 2016.

Smt. Mary Jacob was appointed as the Non-Executive Government Nominee Director of theCompany with effect from 24th June 2015 pursuant to the letter bearingreference no. C-31034/6/2015-CA-FTS:37868 dated 14th May 2015 from MOP&NG.Subsequently vide office memorandum dated 18th May 2016 the Company wasinformed about the withdrawal of nomination of Smt. Jacob.

Directors Appointed during the year

Smt. Perin Devi Director (R&V) MOP&NG had been appointed as the GovernmentNominee Director of the Company with effect from 25th January 2016 pursuant tothe letter bearing reference no. C-31033/1/2012-CA/ FTS: 18688 dated 2ndJanuary 2016 from MOP&NG with immediate effect on co-terminus basis or until furtherorder whichever is earlier. The brief profile of Smt. Devi has been provided with thenotice of the Annual General Meeting and Explanatory Statement thereof.

Shri Shyam Sundar Khuntia has been appointed as Director (Finance) of BL with effectfrom 28th March 2016 pursuant to the letter bearing reference no.C-31024/04/2015-CA/FTS:39711 dated 22nd March 2016 from MOP&NG.Accordingly Shri Khuntia was appointed as an Additional Director of your Company(Non-Executive Director Ex-officio) with effect from 30th March 2016. Thebrief profile of Shri Khuntia has been provided with the notice of the Annual GeneralMeeting and Explanatory Statement thereof.

Smt. Kiran Vasudeva DS (Finance) MOP&NG has been nominated as the GovernmentNominee Director of the Company pursuant to the letter bearing reference no.C-31033/1/2016-CA/FTS:42979 dated 18th May 2016 from MOP&NG for a periodof three years from the date of her induction on the Board. Accordingly Smt. Vasudeva wasappointed as Additional Director of your company with effect from 15th July2016. The brief profile of Smt. Vasudeva has been provided with the notice of the AnnualGeneral Meeting and Explanatory Statement thereof.

Audit Committee

The Committee currently consists of 3 members and all of them including theChairperson of the Committee are Non-Executive Directors.

As of 31st July 2016 the following are the members of the Committee:

Names Position held
Smt. Perin Devi Chairperson
Shri Shyam Sundar Khuntia Member
Smt. Kiran Vasudeva Member

The members of the Audit Committee are all financially literate and have expertise infinance and general management matters. The Company Secretary acted as the Secretary tothe Audit Committee.

There were no such instances where the Board had not accepted any recommendation of theAudit Committee.

Related Party Transactions

The Company adopted policy on "Materiality of Related Party Transactions anddealing with Related Party Transactions" with effect from 28th March2015. The said policy has been uploaded on the website of the Company www.blinv.com .

Particulars of contracts and arrangements with Related Parties referred under section188 (1) of the Companies Act 2013

The particulars of contracts and arrangements with Related Parties referred undersection 188 (1) of the Companies Act 2013 in the prescribed form is as under:

Form No. AOC 2

1. Details of contracts and arrangements or transactions not at arm's length basis -NIL. All the contracts and arrangements or transactions with Related Parties during theyear ended 31st March 2016 were on arm's length basis.

2. Details of material contracts or arrangement or transactions at arm's length basis -NIL. None of the transactions with Related Party can be considered as "material"as per the policy on - Materiality of Related Party Transactions and dealing with RelatedParty Transactions adopted by the Company.

All contracts or arrangement entered into under Section 188(1) ofthe CompaniesAct 2013has been enumerated in details in Note no. 23 of Financial Statements in compliance withthe applicable accounting standards thereby forming part ofthe financial statement as on31st March 2016.

Justification on the Related Party Transactions entered

• In the year 2002 the Company for the purpose of infrastructure and managementsupport entered into a service contract with its subsidiary Balmer Lawrie & Co. Ltd.(BL) since the Company does not have any infrastructure arrangement or any employee. Thesaid agreement is renewed from time to time pursuant to which the Company receivesservices in nature of administration finance taxation legal secretarial etc from BL.

• The Company was formed as a Special Purpose Vehicle with no regular businessactivity on 20th September 2001 with the sole objective of holding the Equityshares of BL transferred / de-merged from IBP Co. Ltd. (under the scheme of Arrangement& Reconstruction);

• The major source of income of your Company is dividend earned from itssubsidiary BL.

Particulars of Loans Guarantees or Investments under Section 186 of the Companies Act2013

Details of investments made by the Company in other company is enumerated in Note 7 andNote 18 of Financial Statement.

Auditors

The Statutory Auditors of your Company (being a ‘Government Company') areappointed/ re-appointed by the Comptroller & Auditor General of India (‘CAG')under Section 139 and other applicable provisions of the CompaniesAct 2013.

Pursuant to Section 142 and other applicable provisions ofthe CompaniesAct 2013 theremuneration ofthe Statutory Auditors for the year 2016-17 is to be determined by themembers at the ensuing 15th Annual General Meeting.

Report of the Statutory Auditor

The Report ofthe Statutory Auditors on Annual Accounts of your Company for financialyear ended 31st March 2016 does not have any reservation qualification oradverse remark.

The office ofthe Comptroller & Auditor General of India (‘CAG') had conducteda supplementary audit ofthe

Financial Statement of the Company for the year ended 31st March 2016. Onthe basis of the audit CAG states that nothing significant has come to its knowledgewhich would give rise to any comment upon or supplement to Statutory Auditors' Report.

Report of the Statutory Auditors is attached with the Financial Statement. The reportof CAG is annexed and marked as Annexure 4.

Report of the Secretarial Auditor

The Company also appointed M/s N K & Associates Practicing Company Secretaries159 Rabindra Sarani 9th Floor Kolkata 700007 as Secretarial Auditor incompliance with the provisions of Section 204 of the Companies Act 2013. The Report ofSecretarial Auditor is annexed and marked as Annexure 5. The response of managementto the observations to qualification observations or remarks of the Secretarial Auditorsis as under:

Serial Observation/Comment/Qualification of the Secretarial Auditors Clarification from the Management
1. The Board of Directors of the Company is not duly constituted with proper balance of Executive Directors Non-Executive Directors and Independent Directors. We are a Government Company and as is evident from our shareholding pattern President of India has a majority shareholding in our Company.
As per the Articles of Association of the Company so long as the Company remains a Government Company the President of India shall be entitled to appoint one or more person(s) to hold office as Director(s) on the Board and also to appoint one or more such Director(s) as Managing or Whole-time Director(s) of the Company. Accordingly Ministry of Petroleum & Natural Gas being the administrative Ministry directs us every time there is a change in appointment of Directors is required.
The Company has no employee of its own except the Company Secretary whose services have been seconded from its subsidiary pursuant to a Service Agreement between the Company and Balmer Lawrie & Co. Ltd.
It may be pertinent to mention that MCA vide GSR dated 5 June 2015 has exempted that : The provisions of subsections (1) (2) (3) and (4) of section 203 of the Companies Act 2013 shall not apply to a Managing Director or Chief Executive Officer or Manager and in their absence a Wholetime Director of the Government Company."
2. The Company has not appointed Managing Director/Whole time Director/Manager/CEO and CFO. Explained in Serial 1 above
3. No separate meeting of Independent Directors was held during the financial year 2015-16 as there was no Independent Director on the Board of the Company. There was no Independent Director on the Board of the Company hence no separate meeting of Independent Directors was held during the financial year 2015-16.
4. The Company has appointed Woman Director on 24.06.2015 hence there was non-compliance from 01.04.2015 -23.06.2015. We are a Government Company and as is evident from our shareholding pattern President of India has a majority shareholding in our Company.
As per the Articles of Association of the Company so long as the Company remains a Government Company the President of India shall be entitled to appoint one or more person(s) to hold office as Director(s) on the Board and also to appoint one or more such Director(s) as Managing or Whole-time Director(s) of the Company. Accordingly Ministry of Petroleum & Natural Gas being the administrative Ministry directs us every time there is a change in appointment of Directors is required. The direction of the administrative Ministry is still awaited.
The appointment of a woman director on the Board of the Company was carried out as and when such nomination was made by the administrative ministry.
5. The Company has constituted Audit Committee and Nomination and Remuneration Committee but the composition of both the committees are not as per the Companies Act 2013 and Regulations 18 and 19 of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015. The Composition of the Committee is a fall out of Serial (1) and (2) above explanation to which has been given.
6. The Company has not established Vigil Mechanism/Whistle Blower as required under Section 177 of the Companies Act 2013 and Regulations 22 of SEBI (Listing Obligations and Disclosure Requirements) Regulation 2015. The Company does not have any employee and is a Special Purpose Vehicle (SPV) and shell company hence the said mechanism does not seem to be practical and hence not established.
7. The Company has neither constituted CSR Committee nor has framed any CSR policy as required under Section 135 of the Companies Act 2013 during the period under Audit. The Company does not have any employee and is a SPV and shell company and the income drawn by the same is through dividend paid to it by Balmer Lawrie & Co. Limited to which Section 135 (CSR provisions) of the Act are applicable and interest income by depositing those funds in the bank for short term before distributing it to shareholders (major shareholder being President of India). Considering the definition of "Net profits" as per Rule 2 of Co.s (CSR Policy) Rules 2014 the requirement of CSR expenditure seems to be not applicable to the Company. Further the Company being a SPV and having no employee monitoring the expenditure on CSR activities has its own practical difficulties. However during 2016-17 the CSR Committee has been constituted and the expenditure on CSR for 2014-15 and 2015-16 has been done details of which is mentioned in the Director's Report.
8. Board Report does not contain Nomination and Evaluation Policy. It has been informed that the Company does not have any employee of its own. Further none of the Directors are paid any remuneration or sitting fees. The Company has vide resolution dated 28 March 2015 formed a Nomination and Remuneration Committee.
However Ministry of Petroleum & Natural Gas determines all the appointment of the Directors on the Board of the Company. Further none of the Directors receive any remuneration/compensation from the Company. The Company being a Special Purpose Vehicle formed only to hold the shares of Balmer Lawrie & Co. Ltd. offloaded by IBP Ltd. does not have any employees of its own. The services of inter-alia Company Secretary who has been placed on secondment by Balmer Lawrie & Co. Ltd. (BLCL) is pursuant to a Service Agreement between the Company and BLCL.
In the given situation the role of Nomination and Remuneration Committee is expected to be limited but is still formed to comply with the provisions of the Companies Act 2013 and Listing Regulations.
Consideration may also be given to exemption given to Government Company by the MCA vide notification dated 5 June 2015 that Section 178(2) (3) and (4) shall not apply to Government Company except with regard to appointment of senior management and other employees.

Adequacy of Internal financial controls

The Company has inter-alia taken the following measures to ensure that an adequateinternal financial control exists :

- Appointment of Internal Auditor as per Section 138 read with Rule 13 of the Companies(Accounts) Rules 2014 as well as Secretarial Auditor as per Section 204 of the CompaniesAct 2013.

- The Company has adopted the following policies apart from the Code of Conductapplicable to Directors and Senior Management:

• "Materiality of Related Party Transactions and dealing with Related PartyTransactions"

• Policy for determining ‘Material subsidiaries'

• "Code of Practices and Procedures for Fair Disclosure of Unpublished PriceSensitive Information" and

• "Code of Conduct to Regulate Monitor and Report Trading by Insider".

Appreciation

Your Directors wish to place on record their appreciation for the continued guidanceand support extended by the Ministry of Petroleum & Natural Gas & and otherMinistries. Your Directors also acknowledge the valuable support and services provided byBL. Your Directors appreciate and value the trust imposed upon them by the members of theCompany.

On behalf of Board of:

Balmer Lawrie Investments Ltd.

Registered Office:
21 Netaji Subhas Road
Kolkata-700 001
[Shyam Sundar Khuntia] [Perin Devi]
Director Director