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Balmer Lawrie Investment Ltd.

BSE: 532485 Sector: Financials
NSE: N.A. ISIN Code: INE525F01017
BSE LIVE 15:41 | 09 Dec 397.75 10.50
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OPEN 398.95
PREVIOUS CLOSE 387.25
VOLUME 3934
52-Week high 399.95
52-Week low 248.00
P/E 22.81
Mkt Cap.(Rs cr) 883.01
Buy Price 397.75
Buy Qty 9.00
Sell Price 0.00
Sell Qty 0.00
OPEN 398.95
CLOSE 387.25
VOLUME 3934
52-Week high 399.95
52-Week low 248.00
P/E 22.81
Mkt Cap.(Rs cr) 883.01
Buy Price 397.75
Buy Qty 9.00
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 their 14th Annual Report along with theaudited Balance Sheet and Profit & Loss Account for the financial year ended 31 stMarch 2015 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. 2014-15 the bank interest rates decreasedbut due to increase in the amount of dividend received from BL the total income of yourCompany increased as compared to the last fiscal i.e. 2013-14.

Comparative annual financialresults for the year under review i.e. 2014-15 and theimmediately preceding year i.e. 2013-14 has been furnished below:

Financial Results
(Rs. in Lacs)
Year ended on 31st March 2015 Year ended on 31st March 2014
Profit before Tax 3769.47 3608.63
Less: Provision for Tax 200.00 170.00
Net Profit 3569.47 3438.63

Dividend

Your Directors are pleased to recommend for declaration at the ensuing 14th AnnualGeneral Meeting of your company a dividend of 125% i.e. Rs. 12.50/- (Rupees twelve andpaise fifty only) per Equity share of the face value Rs. 10/- each (fullypaid-up)forthefinancialyear ended 31 st March 2015 [as against dividend @ 120% i.e. Rs.12/- (Rupees twelve only) per Equity share of the face value of Rs. 10/- each (fullypaid-up) recommended and declared in the immediately preceding year i.e. 2013-14]. Upondeclaration by the members dividend will be paid either by way of warrant demand draftor NECS mode and will be paid to those Shareholders who would be holding shares in theCompany as on the date of commencement of the book closing period i.e. as on 4 September2015 (End of Day). In respect of shares held electronically dividend will be paid to thebeneficial owners as per details to be furnished 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 forward from theprevious financial year(s). The amount available for appropriations for the financial year2014-15 as compared to the immediately preceding financial year 2013-14 are givenhereunder:

(Rs. in Lacs)
2014-15 2013-14
PAT 3569.47 3438.63
Add: Balance Profit brought forward from the preceeding financial year 341.39 254.15
Amount Available for appropriations 3910.86 3692.78

The aforesaid amount available for appropriation for the financial year 2014-15 and2013-14 has been/was appropriated in the following manner:

(Rs. in Lacs)
2014-15 2013-14
Dividend 2774.65 2663.67
(Rate in %) (125%) (120%)
Corporate Tax on Dividend NIL NIL
Transfer to Reserve Fund 713.90 687.72
Surplus carried forward to the next year 422.32 341.39

Deposits with Bank

Surplus funds of the Company have been deployed in various Fixed Deposit Schemes of thescheduled commercial Banks. As on 31st March 2015 the total amount of deployments in theFixed Deposit Schemes stood at Rs. 7418 lacs which in turn has yielded an interest incomeof Rs. 640.61 lacs.

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.

Report on Subsidiary Companies

In terms of Section 2(87) of 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 of suchintension 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. Statement containing salient features of FinancialStatement of subsidiaries as per first proviso to section 129 (3) in FORM AOC-1 isattached to the Financial Statement. However separate audited accounts in respect of eachof its subsidiary are placed on the website of the Company www.blinv.com. Further a copyof separate audited financialstatements in respect of each of the subsidiary shall beprovided to any shareholder of the company who asks for it. Since Financial Statements ofthe company have not been consolidated with subsidiaries/associates /joint venturesreport on performance and financial position of each of them as per Rule 8(1) of companies(Accounts) Rules 2014 is not required.

The Company has adopted policy for determining ‘Material Subsidiaries’ w.e.f28 March 2015. The said policy is uploaded on the website of the Company- www.blinv.com.

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. No applications seeking informationunder the Right to Information Act 2005 (RTI Act) has been received during the year.

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 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 Para 4.1 of the Circular of SEBI bearingNo. CIR/CFD/POLICY CELL/2/2014 dated 17th April 2014 the requirement of 49(VI)(C) is notapplicable to the Company as it does not fall within top 100 listed Companies by marketcapitalization.

Corporate Social Responsibility (CSR)

Your Company has not made expenditure in CSR projects as per Section 135 of theCompanies Act 2013 and applicable Rules and DPE Guidelines. It may be pertinent to mentionin 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 Companies Act 2013on CSR and makes the required expenditure on the same as per the applicable provisions.

• In the given constraints it is not feasible to draft 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

Directors’ Responsibility Statement

Your Directors acknowledges and confirm that:

(i) In the preparation of the annual accounts the applicable Accounting Standards hadbeen followed and there was no material departures;

(ii) The Directors had selected such Accounting Policies and applied them consistentlyand made judgments 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 the said year;

(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 had devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.

Corporate Governance

Your Company has been consistently complying with the various regulations of theSecurities & Exchange Board of India (SEBI) including regulations on CorporateGovernance which is enumerated under Clause 49 of the Listing Agreement. Pursuant to thesaid SEBI regulations a separate section titled ‘Corporate Governance Report’is being furnished and marked as Annexure 1.

Your Company being a Government Company is also complying with the corporate governancenorms of the Department of Public Enterprise (DPE) to the extent which is not includedand does not contradict with SEBI guidelines.

Further your Company’s Statutory Auditors have examined compliance of theaforesaid SEBI Corporate Governance guidelines and issued a certificate which is annexedto this Report and marked as Annexure 2.

Directors and meetings 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 during the year havebeen enumerated in the Corporate Governance Report Annexure 1.

Directors retired during the year

Shri P Kalyanasundaram had been long associated with the Company since 2008 asNon-Executive Government Nominee Director. He was acting as the Chairman of the BoardMeetings. The Company had received letter bearing reference no.C-31033/1/2012-CA/FTS:18688 dated 5th March 2015 from Ministry of Petroleum & NaturalGas (MoP&NG) vide which it was communicated that the nomination of Shri PKalyanasundaram [the then Joint Secretary in MoP&NG who had earlier attained thesuperannuation age on 31st December 2014 was withdrawn with immediate effect. Accordinglythe cessation of Shri P Kalyanasundaram from the Board of Directors of the Company witheffect from 5th March 2015 due to withdrawal of nomination by MoP&NG was taken onrecord.

Shri Sukhvir Singh had also been long associated with the Company since 2010 asNon-Executive Government Nominee Director of the Company. Shri Singh was acting as theChairman of the Stakeholders Relationship Committee. The Company had received letterbearing reference no. C-31033/1/2012-CA/FTS:18688 dated 5th March 2015 fromMinistry of Petroleum & Natural Gas (MoP&NG) vide which it was communicated thatthe nomination of Shri Sukhvir Singh [the then Director (E&S Division) in MoP&NGwho had earlier attained the superannuation age on 30th November 2014] was withdrawn withimmediate effect. Accordingly the cessation of Shri Sukhvir Singh from the Board ofDirectors of the Company with effect from 5th March 2015 due to withdrawal of nominationby MoP&NG was taken on record.

Directors Appointed during the year

Shri Alok Chandra had been appointed Government Nominee Director of the Company witheffect from 5th March 2015 pursuant to the letter bearing reference no.C-31033/1/2012-CA/FTS:18688 dated 5th March 2015 from Ministry of Petroleum & NaturalGas (MoP&NG) vide which it was communicated to the Company that Shri Alok Chandra whois acting as Adviser (Finance) MoP&NG had been nominated as Government Director onthe Board of the Company with immediate effect on co-terminus basis or until furtherorder whichever is earlier. The brief profile of Shri Chandra has been provided with thenotice of the Annual General Meeting and explanatory statement thereof.

Smt Mary Jacob had been appointed as the Government Nominee Director of the Companywith effect from 24th June 2015 pursuant to the letter bearing reference no.C-31034/6/2015-CA-FTS:37868 dated 14th May 2015 from Ministry ofPetroleum & Natural Gas (MoP&NG) vide which it was communicated that Smt.Mary Jacob Deputy Secretary MoP&NG having DIN NO. 07208084 had been nominated asGovernment Director on the Board of the Company with immediate effect or until furtherorder. The brief profile of Smt. Jacob has been provided with the notice of the AnnualGeneral Meeting and explanatory statement thereof.

Shri Prabal Basu shall retire by rotation at the ensuing 14th Annual General Meeting ofyour Company. Your Company has received a communication from Shri Prabal Basu wherein hehas expressed his willingness to continue as Director if re-appointed by theshareholders. Therefore the proposal of re-appointment of Shri Basu on the Board has beenincluded under Ordinary business of the Notice convening the ensuing 14th Annual GeneralMeeting of your Company. Your Directors recommends passing of the requisite resolutions.

Related Party Transactions

The Company had adopted policy on "Materiality of Related Party Transactions anddealing with Related Party Transactions" w.e.f. 28th March 2015. The said policy hasbeen uploaded on the website of the Company www.blinv.com.

Particulars of contracts and arrangements with related parties referred under section188 (1)

The particulars of contracts and arrangements with related parties referred undersection 188 (1) in the prescribed form as per section 134 (3) (h) of Companies Act 2013is as under:

Form No. AOC 2

1. Details of contracts and arrangements or transactions not at arm’s length basisNIL

(all the contracts and arrangements or transactions with Related Parties were onarm’s length basis)

2. Details of material contracts or arrangement or transactions at arm’s lengthbasis NIL (None of the transactions with related party can be considered as"material" as per the policy on - Materiality of Related Party Transactions anddealing with Related Party Transactions adopted by the Company.

All contracts or arrangement entered into under Section 188(1) has been enumerated indetails in Note no. 23 forming part of the financial statement as on 31 th March 2015.

Justification on the Related Party Transactions entered

In the year 2002 the Company for the purpose of infrastructure andmanagement support entered into a service contract with its subsidiary Balmer Lawrie &Co. Ltd. (BL) since the Company does not have any infrastructure arrangement or anyemployee. The said agreement is renewed from time to time pursuant to which the Companyreceives services in nature of administration financetaxation legal secretarial etcfrom 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 Equity shares ofBL 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

Details of investments made by Company in other Company is enumerated in Note 7 &18 of the Financial statement.

Auditors

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

Pursuant to Section 142 and other applicable provisions of the Companies Act 2013 theremuneration of the Statutory Auditors for the year 2014-15 is to be determined by themembers at the ensuing 14th Annual General Meeting.

Reports of the Auditors

The Report of the Statutory Auditors on Annual Accounts of your Company for financial2015 does not have any reservation qualification or adverse remark.

The office of the Comptroller & Auditor General of India (‘CAG’) hadconducted a supplementary audit of the financial statements of the Company for theyearended31 st March 2015. On the basis of the audit CAG states come to itsknowledge which would give rise to any comment upon or supplement to nothing significantstatutory auditors’ report.

Report of the Statutory Auditors is attached with the Financial Statement. The commentsof CAG is annexed and marked as Annexure 3.

The Company also appointed Secretarial Auditors in compliance with the provisions ofSection 204 of Companies Act 2013. The Report of Secretarial Auditors is annexed andmarked as Annexure 4. The response of management to qualification observations orremarks of the Secretarial Auditors is as under :

Serial No. Observation / Comment / Qualification of Secretarial Auditors Clarification from the Management
1. During the year the company has filed some forms after the due date. Where these forms are filed with late fees before expiry of period specified under Section 403 of the Companies Act 2013 this should be reported as compliance by reference of payment of additional fees. The Management always endeavor to file the e-forms within the due date. The cases of delay were mostly for the E-forms introduced by the new companies law wherein the position was not clear as to the requirement of filing such form.
2. The Board of Directors of the Company is not duly constituted with proper balance of Executive Directors Non-Executive Directors and Independent Directors. As on 31.03.2015 the Company had only two Directors on its Board. 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.
BLIL 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 sub-sections (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."
3. The Company has not appointed Managing Director/ Whole time Director/Manager/CEO. The Company has not appointed a CFO for the reasons it does not have any Whole-time employee. Explained in Serial 2 above
4. The company has not appointed Independent Director on its Board. 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.
It may be pertinent to mention that MCA vide GSR dated 5th June 2015 has changed the definition of the term "Independent Directors" as per Section 149 (6).
5. The Company has delayed in appointment of Internal Auditor for 2014-15 after a period of six months from the close of financial year 2013-14. The appointment of the Internal Auditor was done in Board meeting dated 28th March 2015 after restoration of quorum on the Board.
6. The Company has not filed the resolution in Form MGT-14 with the Registrar of Company in respect of resolution passed for taking note of the disclosure of director’s interest and shareholding in Board Meeting held on 29.05.2014 and 13.11.2015 as required under the provisions of the Section 179(3) (k) of the Companies Act 2013. This being a new requirement as per the new companies law while it was not clear whether MGT-14 was required to be filed in such cases subsequently MCA vide notification dated 18 th March 2015 has omitted the aforesaid requirement from the Rules and hence now it is not required to file the declaration of interest resolution.
7. The Company has not filed the resolution in Form MGT-14 with the Registrar of Company in respect of the Adoption of accounts and Boards Report for the Financial Year 2013-14 as required under the provisions of the Section 179(3) (g) of the Companies Act 2013. The approval of financial statement done by the Board was 2013-14. Ministry vide General Circular No. 08/2014 dated 4.4.2014 clarified matters pertaining to "Commencement of provisions of the Companies Act 2013 with regard to maintenance of books of accounts and preparations/ adoption/ filing of financial statements auditors report Board’s report and attachments to such statements and reports- Applicability with regard to relevant financial Year." where the Ministry stated that "although the position in this behalf is quite clear to make things absolutely clear it is hereby notified that the financial statements (and documents required to be attached thereto) auditors report and Board’s report in respect of financial years that commenced earlier than 1 st April 2014 shall be governed by the relevant provisions/ Schedules/ rules of the Companies Act 1956 and that in respect of financial years commencing on or after 1 st April 2014 the provisions of the new Act shall apply."
Hence we were under the impression that the approval of account of FY 2013-14 shall not require filing of MGT-14 as per provisions of Companies Act 2013.
8. The Company has no Woman Director on its Board. 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 Ministry has recently in FY 2015-16 nominated a woman director on the Board of the Company.
9. The Company has constituted Audit Committee and Nomination and Remuneration Committee but the composition of both the committees are not as per Companies Act 2013 and Clause 49 of Listing agreement. The Composition of the Committee is a fall out of Serial (1) and (2) above explanation to which has been given.
Fall in the number of members in the Audit Committee was due to vacancy of Government Nominee Directors on the Board of the Company. The same has been filled up upon appointment of one woman director as per direction of the Ministry.
10. The Company has not established Vigil Mechanism/ Whistle Blower as required under Section 177 of the Companies Act 2013 and Clause 49 of Listing Agreement. The Company does not have any employee and is a SPV and shell company hence the said mechanism does not seem to be practical and hence not established.
11. The Company has neither constituted CSR Committee nor has framed any CSR policy as required under Section 135 of the Companies Act 2013. 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 Investments Limited to which Section 135 (CSR provisions) 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.
12. The Company does not have any policy for prevention of Insider Trading as required under prevention of Insider Trading Regulation 1992 except as mentioned under Code no. IV of Code of Conduct. The provisions regarding Insider Trading was covered under Code of conduct applicable to directors and senior management. The Company has also formulated separate policies in compliance of the new insider trading code.
13. No separate meeting of Independent Directors was held as the company has no Independent Director on its Board during the year under audit. Explained in Serial 1 2 & 4.
14. The Company has violated the provision of clause 49 of listing agreement relating to holding of Audit committee meetings as the company has exceeded the gap of four months between two Audit Committee meetings due to absence of quorum. Due to fall in the number of members in the Board below 2 owing to vacancy of Government Nominee Directors on the Board of the Company the gap exceeded 4 months at once instance during the year under review.
15. The company has made delay in approval of quarterly result for the quarter ended 31.12.2014. Due to fall in the number of members in the Board below 2 owing to vacancy of Government Nominee Directors on the Board of the Company the Board & Audit Committee meeting could not be held and hence the quarterly results of the 3rd Quarter could not be approved with 45 days from the end of the quarter.
16. The company has not filed form DIR-12 for cessation of Mr. Pandian Kalyanasundaram and Mr. Sukhvir Singh as the MCA has not accepted lesser number of directors below the prescribed limit of the Act. The MCA system did not acceptied DIR12 of cessation of the two directors as it would lead to fall of directors below statutory minimum the same shall be tried to be filed after appointment of one more director.
17. The Company has not framed Remuneration Nomination and Evaluation policy and Risk Management policy. The Company has vide resolution dated 28th 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 recommended to be formed to comply with the provisions of the Companies Act 2013 and Listing Agreement with Stock Exchanges.
Consideration may also be given to exemption given to Govt Co.s by the MCA vide notification dated 5th 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 theCompanies (Accounts) Rules 2014.

• 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
Prabal Basu Mary Jacob
Chairman Director

FORM NO. MGT-9 EXTRACT OF ANNUAL RETURN

as on the financial year ended on 31 st March 2015

[Pursuant to section 92(3) of the Companies Act 2013 and rule 12(1) of the Companies(Management and Administration) Rules 2014]

I. Registration And Other Details:

i) CIN L65999WB2001GOI093759

ii) Registration Date 20 SEPTEMBER 2001

iii) Name of the Company BALMER LAWRIE INVESTMENTS LIMITED

iv) Category/Sub-Category of the Company COMPANY LIMITED BY SHARES UNION GOVERNMENTCOMPANY

v) Address of the Registered office and contact details 21 NETAJI

vi) Whether listed company Yes / No - YES

vii) Name Address and Contact details of Registrar and Transfer Agent if any

C B MANAGEMENT SERVICES (P) LTD. UNIT BALMER LAWRIE INVESTMENTS LIMITED P-22 BONDELROAD KOLKATA 700019 EMAIL rta@cbmsl.com

II. Principal Business Activities of The Company:

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

S. No. Name and Description of main products / services NIC Code of the Product/ service % to total turnover of the company
HOLDING SHARES OF BALMER LAWRIE & CO. LTD. NOT APPLICABLE NOT APPLICABLE

III. Particulars of Holding Subsidiary And Associate Companies:

S. No. Name And Address of The Company Cin/Gln Holding/ Subsidiary / Associate % of shares held Applicable Section
1. BALMER LAWRIE & CO. LIMITED 21 N. S. Road Kolkata - 700 001 L15492WB1924GOI004835 SUBSIDIARY 61.80 2(87)(ii)
2. BALMER LAWRIE (UK) C/o. Haines Watts Sterling House 177-181 Farham Road Slough Berkshire Registration No. of UK 02764967 FOREIGN SUBSIDIARY OF SUBSIDIARY COMPANY *100 2(87)(ii)
3. VISAKHAPATNAM PORT LOGISTICS PARK LIMITED 21 N. S. Road Kolkata - 700 001 U63090WB2014GOI202678 SUBSIDIARY OF SUBSIDIARY COMPANY *100 2(87)(ii)

* held by BALMER LAWRIE & CO. LIMITED

IV. Share Holding Pattern (Equity Share Capital Breakup As Percentage Of Total Equity):

i) Category-wise Share Holding :

No. of shares held at the beginning of the year No. of shares held at the end of the year
Category Category of Shareholder Demat Physical Total number of shares % of Total Shares Demat Physical Total number of shares % of Total Shares % change during the year
(A) Shareholding of Promoter and Promoter Group
1 Indian
(a) Individuals/ Hindu Undivided Family 0 0 0 0.0000 0 0 0 0 0.0000
(b) Central Government/ State Government(s) 13246098 0 13246098 59.6744 13246098 0 13246098 59.6744 0.0000
(c) Bodies Corporate 0 0 0 0.0000 0 0 0 0 0.0000
(d) Financial Institutions / Banks 0 0 0 0.0000 0 0 0 0 0.0000
(e) Any Others (Specify) 0 0 0 0.0000 0 0 0 0 0.0000
(e-i)
(e-ii)
Sub Total(A)(1) 13246098 0 13246098 59.6744 13246098 0 13246098 59.6744 0.0000
2 Foreign
A Individuals (Non-Residents Individuals/ Foreign Individuals)
B Bodies Corporate
C Institutions
D Qualified Foreign Investors
E Any Others(Specify)
e-i
e-ii
Sub Total(A)(2) 0 0 0 0.0000 0 0 0 0 0.0000
Total Shareholding of Promoter and Promoter Group (A)= (A)(1)+(A)(2) 13246098 0 13246098 59.6744 13246098 0 13246098 59.6744 0.0000
(B) Public shareholding
1 Institutions
(a) Mutual Funds/ UTI 1000 700 1700 0.0077 1000 700 1700 0.0077 0.0000
(b) Financial Institutions / Banks 4711 26898 31609 0.1424 4711 26898 31609 0.1424 0.0000
(c) Central Government/ State Government(s) 0 0 0 0.0000 0 0 0 0 0.0000
(d) Venture Capital Funds 0 0 0 0.0000 0 0 0 0 0.0000
(e) Insurance Companies 305921 0 305921 1.3782 305921 0 305921 1.3782 0.0000
(f) Foreign Institutional Investors 1297368 0 1297368 5.8447 1385930 0 1385930 6.2437 0.3990
(g) Foreign Venture Capital Investors
(h) Qualified Foreign Investors
(i) Any Other (specify)
(i-i)
(i-ii)
Sub-Total (B)(1) 1609000 27598 1636598 7.3730 1697562 27598 1725160 7.7719 0.3989
B 2 Non-institutions
(a) Bodies Corporate 3336865 3329 3340194 15.0478 3176516 3329 3179845 14.3254 -0.7224
(b) Individuals
I Individuals - i. Individual shareholders holding nominal share capital up to Rs. 1 Lac 1686620 428109 2114729 9.5270 1803631 417710 2221341 10.0073 0.4803
II ii. Individual shareholders holding nominal share capital in excess of Rs. 1 Lac. 1708812 12393 1721205 7.7541 1702204 12393 1714597 7.7244 -0.0297
(c) Foreign Qualified Investors
(d) Any Other (specify)
(d-i) Trust & Foundations OCB 0 0 0 0.0000 0 0 0 0 0.0000
(d-ii) Non-Resident Individuals 73251 62660 135911 0.6123 41945 62660 104605 0.4713 -0.1410
(d-iii) Clearing Member 2534 0 2534 0.0114 5623 0 5623 0.0253 0.0139
Sub-Total (B)(2) 6808082 506491 7314573 32.9526 6729919 496092 7226011 32.5536 -0.3990
(B) Total Public Shareholding (B)= (B)(1)+(B)(2) 8417082 534089 8951171 40.3256 8427481 523690 8951171 40.3256 0.0000
TOTAL (A)+(B) 21663180 534089 22197269 100.0000 21673579 523690 22197269 100 0.0000
(C) Shares held by Custodians and against which Depository Receipts have been issued
1 Promoter and Promoter Group
2 Public
Sub-Total (C) 0 0 0 0.0000 0 0 0 0.0000
GRAND TOTAL (A)+(B)+(C) 21663180 534089 22197269 100.0000 21673579 523690 22197269 100 0.0000

(ii) Shareholding of Promoters :

Sl. No Shareholder’s Name Shareholding at the beginning of the year Shareholding at the end of the year
No. of shares % of total Shares of the company % of Shares Pledged / encumbered to total shares No. of shares % of total Shares of the company %of Shares Pledged / encumbered to total shares % change in shareholding during the year
1 PRESIDENT OF INDIA 13246098 59.67 0 13246098 59.67 0 0

(iii) Change in Promoters’ Shareholding :

Sl. No. Shareholding at the beginning of the year Cumulative Shareholding during the year
No. of shares % of total shares of the company No. of shares % of total shares of the company
At the beginning of the year 13246098 59.67 13246098 59.67
Date wise Increase / Decrease in Promoters Share holding during the year specifying the reasons for increase / decrease (e.g. allot- ment / transfer / bonus/ sweat equity etc): No change No change
At the End of the year 13246098 59.67 13246098 59.67

(iv) Shareholding Pattern of top ten Shareholders (other than Directors Promoters andHolders of GD Rs and ADRs) :

Sl. No. Folio No. Name Remarks Shareholding at the beginning of the year Cumulative shareholding during the year Reason
Shareholding /Transaction Date No. of shares % of total shares of the Company No. of shares % of total shares of the Company
1. 12027700 00027190 CD EQUIFINANCE PRIVATE LIMITED At the beginning of the year 05-04-2014 1340586 6.04 1340586 6.04 No change
At the end of the year 31-03-2015 1340586 6.04
2. IN300159 10680733 FINQUEST SECURITIES PVT. LTD. At the beginning of the year 05-04-2014 877500 3.95 877500 3.95
02-05-2014 68300 0.31 945800 4.26 Transfer
Increase 04-07-2014 10000 0.05 935800 4.22 Transfer
Decrease 11-07-2014 25000 0.11 910800 4.1 Transfer
Decrease 08-08-2014 25000 0.11 885800 3.99 Transfer
Decrease 29-08-2014 85800 0.39 800000 3.6 Transfer
Decrease 05-09-2014 132000 0.59 668000 3.01 Transfer
Decrease 17-09-2014 168000 0.76 500000 2.25 Transfer
Decrease 27-03-2015 200000 0.9 700000 3.15 Transfer
Increase 31-03-2015 700000 3.15
At the end of the year
3. IN300054 10068945 BARING INDIA PRIVATE EQUITY FUND III LISTED INVESTMENTS LIMITED At the beginning of the year

05-04-2014

855623 3.85 855623 3.85 No change
At the end of the year

31-03-2015

855623 3.85
4. 12027700 00021640 CHANDRAVADAN DESAI At the beginning of the year 05-04-2014 349115 1.57 349115 1.57
Decrease 18-07-2014 216859 0.98 132256 0.6 Transfer
Decrease 17-10-2014 132256 0.6 0 0 Transfer
At the end of the year 31-03-2015 0 0
5. IN301250 28422773 PATTON INTERNATIONAL LTD At the beginning of the year 05-04-2014 316000 1.42 316000 1.42 No change
At the end of the year 31-03-2015 316000 1.42
6. IN301524 30030506 BARING INDIA PRIVATE EQUITY FUND II LIMITED At the beginning of the year 05-04-2014 285218 1.28 285218 1.28 No change
At the end of the year 31-03-2015 285218 1.28
7. 12027700 00390930 JYOTSNA DESAI At the beginning of the year 05-04-2014 282087 1.27 282087 1.27 Transfer
Decrease 20-03-2015 73000 0.33 209087 0.94
At the end of the year 31-03-2015 209087 0.94
8. IN300812 10000012 LIFE INSURANCE CORPORATION OF INDIA At the beginning of the year 05-04-2014 194499 0.88 194499 0.88 No change
At the end of the year 31-03-2015 194499 0.88
9. 12027700 00004650 H.C. COMMERCIAL LTD. At the beginning of the year 05-04-2014 152000 0.68 152000 0.68 No change
At the end of the year 31-03-2015 152000 0.68
10. IN300484 13130985 JAGDISH AMRITLAL SHAH At the beginning of the year 05-04-2014 142705 0.64 142705 0.64 No change
At the end of the year 31-03-2015 142705 0.64
11. 12027700 00390920 CHANDRAVADAN DESAI At the beginning of the year 05-04-2014 88727 0.4 88727 0.4
Increase 18-07-2014 216859 0.98 305586 1.38 Transfer
Increase 24-10-2014 132256 0.6 437842 1.97 Transfer
Decrease 14-11-2014 175200 0.79 262642 1.18 Transfer
Decrease 21-11-2014 17084 0.08 245558 1.11 Transfer
Decrease 31-12-2014 1003 0 244555 1.1 Transfer
Decrease 09-01-2015 1937 0.01 242618 1.09 Transfer
Decrease 16-01-2015 2974 0.01 239644 1.08 Transfer
Decrease 23-01-2015 644 0 239000 1.08 Transfer
Decrease 30-01-2015 875 0 238125 1.07 Transfer
Decrease 27-02-2015 270 0 237855 1.07 Transfer
Decrease 06-03-2015 2849 0.01 235006 1.06 Transfer
Decrease 13-03-2015 3429 0.02 231577 1.04 Transfer
Decrease 20-03-2015 201 0 231376 1.04 Transfer
At the end of the year 31-03-2015 231376 1.04

(v) Shareholding of Directors and Key Managerial Personnel :

Shareholding at the beginning of the year Cumulative Shareholding during the year
Sl. No. For Each of the Directors and KMP No. of shares % of total shares of the company No. of shares % of total shares of the company
At the beginning of the year NIL NIL NIL NIL
Date wise Increase / Decrease in Share holding during the year specifying the reasons for increase / decrease (e.g. allotment / transfer / bonus/ sweat equity etc) NIL NIL NIL NIL
At the End of the year NIL NIL NIL NIL

V. Indebtedness :

Indebtedness of the Company including interest outstanding/accrued but not due forpayment

Secured Loans excluding deposits Unsecured Loans Deposits Total Indebtedness
Indebtedness at the beginning of the financial year NIL NIL NIL NIL
i) Principal Amount
ii) Interest due but not paid
iii) Interest accrued but not due
Total (i+ii+iii) NIL NIL NIL NIL
Change in Indebtedness during the financial year NIL NIL NIL NIL
• Addition
• Reduction
Net Change NIL NIL NIL NIL
Indebtedness at the end of the financial year NIL NIL NIL NIL
i) Principal Amount
ii) Interest due but not paid
iii) Interest accrued but not due
Total (i+ii+iii) NIL NIL NIL NIL

VI. Remuneration Of Directors And Key Managerial Personnel :

A. Remuneration to Managing Director Whole-time Directors and/or Manager:

Sl. No. Particulars of Remuneration Name of MD/WTD/ Manager Total Amount
1. Gross salary N.A. N.A. N.A. N.A. N.A.
(a) Salary as per provisions contained in section 17(1) of the Income-tax Act 1961
(b) Value of perquisites u/s 17(2)Income-tax Act 1961
(c) Profits in lieu of salary under section 17(3) Income- tax Act 1961
2. Stock Option N.A. N.A. N.A. N.A. N.A.
3. Sweat Equity N.A. N.A. N.A. N.A. N.A.
4. Commission N.A. N.A. N.A. N.A. N.A.
- as % of profit
- others specify…
5. Others please specify N.A. N.A. N.A. N.A. N.A.
Total (A) N.A. N.A. N.A. N.A. N.A.
Ceiling as per the Act N.A. N.A. N.A. N.A. N.A.

B. Remuneration to other directors:

Sl. No. Particulars of Remuneration Name of Directors Total Amount
1. Independent Directors N.A. N.A. N.A. N.A. N.A.
• Fee for attending board / committee meetings
• Commission
• Others please specify
Total (1) N.A. N.A. N.A. N.A. N.A.
2. Other Non-Executive Directors NIL NIL NIL NIL NIL
• Fee for attending board / committee meetings
• Commission
• Others please specify
Total (2) NIL NIL NIL NIL NIL
Total (B)=(1+2) NIL NIL NIL NIL NIL
Total Managerial Remuneration NIL NIL NIL NIL NIL
Overall Ceiling as per the Act N.A. N.A. N.A. N.A. N.A.

C. Remuneration to Key Managerial Personnel other than MD/Manager/WTD :

Key Managerial Personnel

Sl. No. Particulars of Remuneration CEO Company Secretary CFO Total
1. Gross salary: N.A. 939148.00 N.A. 939148.00
(a)Salary as per provisions contained in section 17(1) of the Income-tax Act 1961
(b) Value of perquisites u/s 17(2) Income-tax Act 1961
(c) Profits in lieu of salary under section 17(3) Income-tax Act 1961
2. Stock Option N.A. - N.A. -
3. Sweat Equity N.A. - N.A. -
4. Commission N.A. - N.A. -
-as % profit
- others specify…
5. Others please specify N.A. - N.A. -
Total N.A. 939148.00 N.A. 939148.00

VII. Penalties / Punishment/ Compounding of offences:

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

 

Prabal Basu Mary Jacob
Chairman Director

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