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Balmer Lawrie Investment Ltd.

BSE: 532485 Sector: Financials
NSE: N.A. ISIN Code: INE525F01017
BSE LIVE 15:40 | 17 Nov 455.65 15.25
(3.46%)
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NSE 05:30 | 01 Jan Stock Is Not Traded.
OPEN 454.00
PREVIOUS CLOSE 440.40
VOLUME 10206
52-Week high 470.00
52-Week low 325.00
P/E 18.99
Mkt Cap.(Rs cr) 1,012
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 454.00
CLOSE 440.40
VOLUME 10206
52-Week high 470.00
52-Week low 325.00
P/E 18.99
Mkt Cap.(Rs cr) 1,012
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 16th Annual Report of the companyalong with the audited Financial Statement for the financial year ended 31st March 2017and other allied statements/disclosures as required as per the applicable statute.

Overview on the State of the 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. 2016-17 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 increased by around 9% as compared to the lastfinancial year i.e. 2015-16. The Company received a higher dividend from its subsidiaryduring the financial year in comparison to previous year.

The summary of comparative annual financial results for the year under review i.e.2016-17 and the immediately preceding financial year i.e. 2015-16 has been furnishedbelow:

Financial Results
(Rs. in Lakhs)
Particulars Year ended 31st March 2017 Year ended 31st March 2016
Profit before Tax 4087.78 3764.47
Less: Provision for Tax 208.00 202.00
Net Profit 3879.78 3562.47

Share capital

The paid up Equity share capital of the Company as on 31st March 2017 stood atRs.221972690 (at same value in the previous year). During the year under review theCompany has not issued any share with differential voting rights nor has granted any stockoptions or sweat equity shares.

Dividend

The Board recommend a dividend of 170% i.e. Rs.17.00/- (Rupees Seventeen only) perEquity share of the face value Rs.10/- each fully paid-up for the financial year ended31st March 2017 (as against 125% i.e. Rs. 12.50/- per Equity share for the previousfinancial year ended 31 March 2016). Subject to the approval of the Shareholders in theensuing 16th Annual General Meeting (AGM) dividend will be paid either by way of warrantdemand draft or electronic mode and will be paid to those Shareholders who would beholding shares of the Company as on 7th September 2017 (End of Day) fixed as cut-off datefor the purpose. In respect of shares held electronically dividend will be paid to thebeneficial owners as on cut-off date as per details to be furnished by their respectiveDepositories i.e. either Central Depository Services (India) Ltd. or National SecuritiesDepository 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 2016-17 as compared to the immediatelypreceding financial year 2015-16 are given hereunder:

(Rs. in Lakhs)
Particulars 2016-17 2015-16
PAT 3879.87 3562.47
Add: Balance Profit brought forward from the pre- 497.64 422.31
ceding financial year
Amount Available for appropriations 4377.51 3984.78
Dividend recommended @ 170% in FY 2016-17 3773.54 2774.65
Dividend declared @ 125% in FY 2015-16
Corporate Tax on Dividend - -
Transfer to Reserve Fund - 712.50
Surplus carried forward 603.88 497.64
to the next year

Deposits with Bank

Surplus funds of the Company have been deployed in various Fixed Deposit Schemes of theScheduled Commercial Banks. As on 31st March 2017 the total amount of deployments in theFixed Deposit Schemes is Rs.9327 Lakhs which in turn has yielded an interest income ofRs.656.21 Lakhs during the year ended 31 March 2017 (against Rs. 652.55 Lakhs for the yearended 31 March 2016).

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' 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 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 financialyear 2017-18.

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. (‘BL') BalmerLawrie (UK) Ltd. (‘BLUK') and Visakhapatnam Port Logistics Park Limited (VPLPL). Byvirtue of shareholding in BL (61.8%) your Company is the holding Company of BL. BL inturn has 2 subsidiaries 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.

The highlights of performance of the subsidiaries are as under:

Balmer Lawrie & Co. Ltd. (BL)

BL recorded gross turnover of Rs.190117 Lakh as against Rs.177836 Lakh in 2015-16marking an increase of around 6.91%. The increase in net turnover was also around 7.37%.The Company recorded a Profit Before Tax of Rs. 25411 Lakh in 2016-17 as against Rs.24021 Lakh in 2015-16 the increase being attributable primarily to increase in Profitsearned by the SBUs: Logistics Services Travel & Vacations Leather ChemicalsRefinery & Oil Field Services. The Reserve and Surplus of the Company increased toRs.105199 Lakh as on 31st March 2017 compared to Rs. 103644 Lakh as on 31st March 2016.

BALMER LAWRIE (UK) LTD. [BLUK]

Balmer Lawrie (UK) Ltd. (‘BLUK') a 100% subsidiary of BL is incorporated in theUK. The subsidiary had previously been engaged in the business of Leasing and Hiring ofMarine Freight Containers as also in Tea Warehousing Blending and Packaging.

After exiting these businesses BLUK has been utilizing the proceeds to fund otherbusiness opportunities. BLUK has invested approximately US$ 2.01 million equivalent toIndonesian Rupiah 20 billion in PT. Balmer Lawrie Indonesia (PTBLI) – having itsregistered office at Jakarta Indonesia

VISAKHAPATNAM PORT LOGISTICS PARK LIMITED [VPLPL]

As a part of its Strategic Plan BL has consistently been looking for opportunities forsetting up logistics infrastructure facilities at ports and inland locations. In pursuanceof this objective BL has vigorously worked with Visakhapatnam Port Trust (VPT) for thelast several years for setting up a Multi- Modal Logistics Hub (MMLH) at Visakhapatnam inJoint Venture. The efforts have ultimately yielded results with the signing ofShareholders'/ JV Agreement between BL and VPT in March 2014. The proposed JV Company hasbeen incorporated and christened as Visakhapatnam Port Logistics Park Limited (VPLPL). TheJV will have equity participation between BL and VPT in the ratio of 60:40. While BL'scontribution to equity would be in the form of cash VPT's would be upfront lease rentalof 53.025 acres of land allotted to VPLPL for a period of 30 years. VPT handed over theearmarked land to VPLPL in January 2015. The work on the land development / civil worktowards construction of the administrative building and the related infrastructure isgoing in full swing and this facility is expected to be commissioned within financial year2017-18.

However separate audited accounts in respect of each of its subsidiary shall be placedon the website of the Company – www.blinv.com. Further a copy of separate auditedfinancial statements in respect of each of the subsidiary shall be provided on requisitionof any shareholder of the Company.

Compliance of Right to Information Act 2005

Information which are mandatorily required to be disclosed under the RTI Act 2005have been disclosed on the website of your Company. The report on receipt and disposal ofRTI applications during the financial year 2016-17 is as under:

Sr. No. Ministry/ Department/ Organisation Quarter Opening balance of Requests (as on start of Quarter) No.of Requests Received during Quar ter Total no.of Requests (Column 4+5) No.of Requests trans- ferred to other PAs Decisions where Applica- tions for Infor- mation rejected Number of cases where disci- plinary action taken against any officer in respect of adminis- tration of RTI Act Total Amount Collected (fee+addl. charges+ penalty) (Rs.)

No. of times various Provisions were invoked while Rejecting Requests

Relevant Sections of RTI Act 2005

(a)

(b)

(c)

(d)

(e)

Section 8(1) (f)

(g)

(h)

(i)

(j)

(9)

(11)

(24)

Other Sections (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 1 1 2 3 0 0 0 10 0 0 0 0 0 0 0 0 0 0 0 0 0 0
Lawrie In-
vestments
Limited
2 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0
3 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0
4 0 1 1 0 1 0 10 0 0 0 0 0 0 0 0 0 0 0 0 0 1
Total 1 3 4 0 1 0 20 0 0 0 0 0 0 0 0 0 0 0 0 0 1

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 not applicable toyour Company.

Corporate Social Responsibility (CSR)

1) The CSR Policy of the Company was adopted by the Company on 27 January 2017: The CSRPolicy of the Company is as under:

Philosophy

The Policy is in the nature of initiatives or endeavour which the key stakeholdersexpect of the Company in the discharge of their Corporate Social Responsibility. Itreflects the willingness of the Company to voluntarily take a few extra steps to addresssocial economic and environmental concerns but are nevertheless worthy of attention forpromotion of sustainable development in its diverse dimensions.

Activities to be undertaken

It is the policy of the Company to undertake any activity which is permissible to becarried out towards CSR as per:

1) Schedule VII of the Companies Act 2013 (the act) and the allied Rules includingany statutory amendment thereof

2) The guidelines formulated by the Department of Public Enterprises (DPE) on CSR andSustainability (hereinafter referred to as ‘the Guidelines') which are applicable toCPSEs.

Implementation

The Company shall endeavour to implement activities/programs as per the CSR Policykeeping in view:

1) the constraints faced due to the form and nature of organisation.

2) the administrative and incidental cost are minimum so that the maximum expenditureso allocated is spent for the benefit of the society.

CSR Expenditure

CSR expenditure will include all expenditure direct and indirect incurred by theCompany on CSR Activities/ Programmes undertaken in accordance with the approved CSR Plan.Any surplus arising from any CSR Activities/Programmes shall be used for CSR. Accordinglyany income arising from CSR Programmes will be netted off from the CSR expenditure andsuch net amount will be reported as CSR expenditure.

2. The Corporate Social Responsibility Committee of the Company consist of thefollowing members:

• Smt. Perin Devi Chairperson

• Shri Shyam Sundar Khuntia Member

• Smt. Kiran Vasudeva Member

3. Average of net profit of the company for the last three Financial Years:

(Rs. in Lakhs)
2013-14 2014-15 2015-16
Net Profit as per Companies (Corporate Social 508.70 599.09 594.09
Responsibility Policy) Rules 2014
Average of net profit of the company 567.29

4. Prescribed CSR Expenditure for 2016-17: Rs.11.34 Lacs (2% of the Average of netprofit for the preceding 3 Financial Years)

5. Details of CSR spent during the Financial year:

a. Total amount to be spent for the Financial Year – Rs.11.34 Lacs b. Amountunspent if any: NIL

c. Manner in which the amount spent during the financial year is detailed below:

S No. CSR Project or activity identified Sector in which the project is covered Projects or pro- grams (1) Local area or other (2) specify the State and dis- trict where projects or programs were undertaken Amount Outlay (budget) project or programs wise Amount spent on the projects or programs Subheads: (1) Direct expenditure on projects or programs (2) Overheads: Cumulative Expenditure upto the reporting period Amount Spent: Direct or through implementing agency
1 Contribution to Prime Minister's National Relief Fund NA NA Rs.11.34 Lacs Rs.11.34 Lacs Rs.11.34 Lacs Directly

The acknowledgement of above contribution is attached as Annexure 1.

6. Responsibility statement of the CSR Committee:

"We the members of the CSR Committee hereby confirm that the implementation andmonitoring of the CSR Policy is in compliance with CSR objectives and Policy of theCompany."

Perin Devi Shyam Sundar Khuntia Kiran Vasudeva
Chairperson Member Member

Directors' Responsibility Statement

In terms of provisions of Section 134(5) of the Companies Act 2013 (the Act) yourBoard of Directors to the best of their knowledge and ability confirm that: (i) in thepreparation of the annual accounts the applicable accounting standards had been followedalong with proper explanations and there were no material departures; (ii) the Directorshad selected such accounting policies and applied them consistently and made judgment andestimates that were reasonable and prudent so as to give a true and fair view of the stateof affairs of the Company at the end of the financial year and of the profit and loss ofthe Company for that period; (iii) the Directors had taken proper and sufficient care forthe maintenance of adequate accounting records in accordance with the provision of theAct for safeguarding the assets of the Company and for preventing and detecting fraud andother irregularities; (iv) the Directors had prepared the annual accounts on a goingconcern 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 theprovisions of all applicable laws and that such systems are adequate and operatingeffectively.

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 Departmentof 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

The details regarding the members of the Board and the meetings of the Board heldduring the year have been enumerated in the Corporate Governance Report marked as Annexure- 2.

Directors retired during the year

Smt. Mary Jacob was appointed as the Government Nominee Director of the Company witheffect from 24th June 2015 pursuant to the letter bearing reference no.C-31034/6/2015-CA-FTS:37868 dated 14th May 2015 from MOP&NG. Subsequently vide officememorandum dated 18th May 2016 the Company was informed about the withdrawal ofnomination of Smt. Jacob.

Directors appointed during the year

Smt. Kiran Vasudeva DS (Gas Projects) MOP&NG had been nominated as theGovernment Nominee 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 period of threeyears from the date of her induction on the Board. Subsequently the shareholders at the15th AGM of the Company had appointed Smt. Vasudeva as a Non-Executive GovernmentNominee Director of the Company.

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 March 2017 the following are the members of the Committee:

Name Position hold
Smt. Perin Devi Chairperson
Shri Shyam Sundar Khuntia Member
Smt. Kiran Vasudeva Member

The members of the Audit Committee are all financially literate and majority haveexpertise in finance and general management matters. The Company Secretary acted as thesecretary to the 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 March 2015. The saidpolicy has been was amended recently to bring in line with the amendment in the provisionsof Companies Act 2013 and 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: