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Balurghat Technologies Ltd.

BSE: 520127 Sector: Others
NSE: BALURTRANS ISIN Code: INE654B01014
BSE LIVE 15:06 | 30 Nov 2.66 -0.14
(-5.00%)
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2.80

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2.93

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NSE LIVE 05:30 | 01 Jan Stock Is Not Traded.
OPEN 2.80
PREVIOUS CLOSE 2.80
VOLUME 1757
52-Week high 4.16
52-Week low 2.00
P/E 10.23
Mkt Cap.(Rs cr) 4.84
Buy Price 0.00
Buy Qty 0.00
Sell Price 2.66
Sell Qty 2400.00
OPEN 2.80
CLOSE 2.80
VOLUME 1757
52-Week high 4.16
52-Week low 2.00
P/E 10.23
Mkt Cap.(Rs cr) 4.84
Buy Price 0.00
Buy Qty 0.00
Sell Price 2.66
Sell Qty 2400.00

Balurghat Technologies Ltd. (BALURTRANS) - Director Report

Company director report

The Members of Balurghat Technologies Limited

The Board of Directors is pleased to present the 21st Annual Report of thecompany together with the audited financial statement for the year ended on March 312015.

FINANCIAL RESULTS

The financial performance of the Company for the year ended March 31 2015 aresummarized below:

(Rs. in hundreds)

Particulars 2014- 2015 2013- 2014
Profit before Depreciation & Amortization Expenses Finance Costs & Tax Expenses 116413 104393
Less : Finance Cost 12824 8179
Depreciation 17134 15916
Profit before Tax 86455 80298
Less : Current Tax 16848 15301
Deferred Tax Liabilities 1135
Profit for the year 68472 64997
Add: Balance in Profit & Loss Account -1196264 -1261261
Appropriation
Add:Adjustment of Provision Of IT 230 0
Add: Adjustment of fixed Assets
-3096
Closing Balance -1130658 -1196264

SUMMARY OF FINANCIAL RESULTS AND PERFORMANCE OF THE COMPANY

Financial Year 2014-2015 was yet another challenging year. The global economywitnessed lower economic growth. Despite these constraints and the challengingenvironment the company performed reasonably well and the highlights of the performanceare as under:

Revenue from operation increased by 9.58% to 4120398 hundred for the year as against3760121 hundred of the previous year.

PBDIT increased by 11.51% to 116413 hundred for the year as against 104393 hundred ofthe previous year.

Profit before tax increased by 7.67% to 86455 hundred for the year as against 80298hundred of the previous year.

Net Profit increased by 5.34% to 68472 hundred for the year as against 64997 hundred ofthe previous year.

DIVIDEND

In view of the accumulated losses during the current year your Directors are unable torecommend any dividend for the year under reference.

RESERVES

The Company has transferred an amount of Rs.68472 hundreds to the General Reserve whichis current year’s profits and the same is in compliance with the applicableprovisions prescribed under the Companies Act 2013.

THE COMPANY’S WORKING DURING THE YEAR/STATE OF COMPANY’S

AFFAIR

The Company has performed well irrespective of highly competitive market. Increase inTurnover by 9.58 % in adverse market conditions shows company’s operationalexcellence.

CHANGE IN THE NATURE OF BUSINESS

There has been no change in the nature of business.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICHHAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH THE FINANCIALSTATEMENTS RELATE AND THE DATE OF THE REPORT

There has been no such material or significant changes during the year under review.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS ORTRIBUNALS IMPACTING THE GOING CONCERN

STATUS AND COMPANY’S OPERATIONS IN FUTURE

There are no significant and material orders passed by the regulators or courts ortribunals impacting going concern status and company’s operations in future.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has an Internal Control System commensurate with the size scale andnature of its operations. The scope and authority of the Internal Audit function is welldefined and to maintain its objectivity and independence the Internal Audit functionreports to the Chairman of the Audit Committee of the Board as well as directly to theChairman & Managing Director. The Internal Audit Department monitors and evaluates theefficacy and adequacy of internal control system in the Company its compliance withoperating systems accounting procedures and policies of the Company.

Based on the report of internal audit function process owners undertake correctiveaction in their respective areas and thereby strengthen the controls. Significant auditobservations and recommendations along with corrective actions thereon are presented tothe Audit Committee of the Board.

DETAILS OF SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANIES

The company do not have subsidiary companies or associates companies nor it has enteredinto any joint ventures agreements.

DEPOSITS

The company has not accepted any deposits during the year from the Public under section73 to 76 of the Companies Act 2013 nor did it receive the same in any of the previousyears and hence there are no overdue / outstanding Deposits or any interest payablethereon and therefore the prescribed details under the Companies Act 2013 are notrequired to be furnished.

STATUTORY AUDITORS

Mr. Kalyan Ranjan Guha of M/s Guha & Sons were appointed as Statutory Auditors ofyour Company in last Annual General Meeting and they being eligible have offeredthemselves for reappointment at the ensuing Annual General Meeting. No change in StatutoryAuditors has taken place during the period under review.

SECRETARIAL AUDITOR

Pursuant to provisions of section 204 of the Companies Act 2013 and The Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the company hasappointed Ms. Amrita Saraf Company Secretary in practice to undertake the SecretarialAudit of the Company for FY 2014-15.The Secretarial Audit report is annexed herewith as"Annexure B".

AUDITORS REPORT

The observations made in the Auditor’s Report are self-explanatory and do not callfor any further comments. The Auditors have not made any qualifications in their report.

EXTRACT OF ANNUAL RETURN

The details forming part of the extract of the Annual Return in form MGT-9 is annexedherewith as "Annexure A"

MANAGEMENT’S DISCUSSION AND ANALYSIS REPORT

Management’s Discussion and Analysis Report for the year under review asstipulated under clause 49 of the Listing Agreement with the Stock Exchange in India ispresented in a separate section forming part of the Annual Report.

ENERGY CONSERVATION TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Having regard to the nature of business undertaken by your company the disclosures onConservation of Energy and Technology are not required. However there had been foreignexchange outgo of EURO 4539.68 equivalent to Rs. 373776/- and USD 26787.81 equivalent toRs 1633011.44 during the period under review.

AUDIT COMMITTEE

As Per Corporate Governance Report annexed hereto.

CORPORATE SOCIAL RESPONSIBILITY POLICY

As per the criteria prescribed under section 135 of the Companies Act 2013 the CSR isnot applicable to the Company in respect of the financial year 2014-2015.The company willhowever formulate and implement CSR policy as and when it gets applicable to the Company.

PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS

The company has not given any loans or guarantees covered under the provisions ofsection 186 of the Companies Act 2013. Details of investments made by the company aregiven in the notes to the financial statements.

RELATED PARTY TRANSACTION

The company has framed Policy on materiality of related party transactions and dealingwith related party transactions. There are no materially significant related partytransactions made by the company with Promoters Key Managerial Personnel or otherdesignated persons which may have potential conflict with interest of the company atlarge.

PARTICULARS OF EMPLOYEES

The Statement of Particulars of Employees pursuant to the Provisions of Rule 5 (2) ofthe Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014personnel)Rules 2014 in respect of employees of the Company forms part of this report and annexedherewith as Annexure "D".

In terms of the provisions of Section Statement of particulars of employees pursuant toRule 5 (2)Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014thecompany did not have any employee who has been in receipt of the remuneration in excess ofprescribed in the above mention section during whole or any part of the year underreview.

DIRECTORS

NUMBER OF MEETINGS OF THE BOARD

During the year Five Board Meetings were convened and held details of which areprovided in the Corporate Governance Report. The intervening gap between the Meetings wasin compliance with the Companies Act 2013

DECLARATION BY INDEPENDENT DIRECTORS

All independent directors have given declarations that they meet the criteria ofindependence as laid down under section 149 (7) of the Companies Act 2013 and clause 49of the Listing Agreement.

BOARD EVALUATION

Pursuant to the provisions of the Companies Act 2013 and Clause 49 of the ListingAgreement the Board has carried out an evaluation of its own performance the directorsindividually as well as the evaluation of the working of its Audit Nomination &Remuneration Committees. The manner in which the evaluation has been carried out has beenexplained in the Corporate Governance Report.

RE-APPOINTMENT/ RESIGNATION

Sri Hansraj Sethia the retiring directors by rotation was re-appointed as theDirector of the Company by the members in the Annual General Meeting held on 29 September2014. Sri Arun Kumar Sethia whole-time director of the Company retire by rotation at theensuing AGM and being eligible offer himself for re-appointment.

Sri Madanlal Agarwal director of the company resigned from the board w.e.f. 12th September2014 due to his ill health. The company acknowledges valuable contributions made by himwhich helped in growth of the organisation.

NOMINATION AND REMUNERATION POLICY

The Board has on the recommendation of the Nomination & Remuneration Committeeframed a policy for selection and appointment of Directors Senior Management and theirremuneration including criteria for determining qualifications positive attributes andother matters provided under sub section (3) of section 178 of the Companies Act 2013. TheRemuneration Policy is stated in the Corporate Governance Report.

RISK MANAGEMENT POLICY

As per requirement of section 134(3)(n) of the companies act 2013 and revised clause 49of the Listing Agreement the Board of Directors has framed risk management policy.TheBoard has a risk assessment and minimization procedure which is reviewed by the Boardperiodically. There is a structure in place to identify and mitigate various identifiablerisks faced by the Company from time to time. At the Meetings of the Board these risksare reviewed and new risks are identified. As of now the Directors do not envisage anyelement of risk which threaten the existence of the Company.

VIGIL MECHANISM/WHISTLE BLOWER POLICY

The Company believes in the conduct of its affairs in a fair and transparent manner tofoster professionalism honesty integrity and ethical behaviours in all its businessactivities and has put in place a mechanism of reporting illegal or unethical behaviour.The Company has adopted a Vigil Mechanism through which the employees Directors and otherstakeholders are free to report to Senior Management any unethical behaviour improperpractices and wrongful conduct taking place in the Company for taking appropriate action.The confidentiality of those reporting violations is maintained and they are not subjectedto any discriminatory practice.

SEXUAL HARASSMENT

During the year under review there were no cases filed pursuant to the SexualHarassment of Women at Workplace (Prevention Prohibition and Redressal) Act 2013. TheCompany has complied with the requirement of formation of a suitable committee as requiredunder the said act. The Board of Directors and/or the Management of the Company has notreceived any complaint on this account from any of the employees of the Company or fromany other person.

PREVENTION OF INSIDER TRADING

The Company has adopted a Code of Conduct for Prevention of Insider Trading with a viewto regulate trading in securities by the Directors and certain designated employees of theCompany. The Code requires pre-clearance for dealing in the Company’s shares andprohibits the purchase or sale of Company shares by the Directors and designated employeeswhile in possession of unpublished price sensitive information in relation to the Companyand during the period when the trading window is closed. The Board is responsible forimplementation of the Code. All Board Directors and the designated employees haveconfirmed compliance with the Code.

DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to the requirement under section 134(5) of the Companies Act 2013 withrespect to

Directors’ Responsibility Statement it is hereby confirmed that:

In terms of Section 134 (5) of the Companies Act 2013 the directors would like tostate that:

i) In the preparation of the annual accounts the applicable accounting standards havebeen followed.

ii) The directors have 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 or loss of the Company for the year under review.

iii) The directors have taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of this Act for safeguardingthe assets of the Company and for preventing and detecting fraud and other irregularities.

iv) The directors have 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 system were adequate and operating effectively.

CORPORATE GOVERNANCE

Your Company complies with all mandatory requirements as stipulated under clause 49 ofthe Listing Agreement of the Stock Exchanges. The Report on Corporate Governance asstipulated under clause 49 of the Listing Agreements forms part of the Annual Report. Therequisite certificate from the Auditors of the company confirming compliance with theconditions of Corporate Governance as stipulated under the aforesaid Clause 49 is attachedto this Report.

LISTING OF SHARES

The Securities of the Company are listed with BSE and shall continue to be listedthereat only. Pursuant to the SEBI (Delisting of Securities) Regulation 2003 uponconfirming the applicable compliances company had made necessary application for voluntarydelisting of its shares from Jaipur Madras and Kolkata stock exchange and the same arepending disposal as on date with the respective exchanges.

ACKNOWLEDGEMENT

Your Directors would like to express their appreciation for the assistance andco-operation received from the Banks Government Authorities Customers Vendors andMembers during the year under review. Your Director also wishes to place on record theirdeep sense of appreciation for the committed services by the Executives Staff and Workersof the company.

For and on behalf of the Board of Directors
Pawan Kumar Sethia Sushil Kumar Sancheti
Dated: 29h May 2015 Managing Director Chairman
Place: Kolkata DIN 00482462 DIN 03281792

FORM NO. MGT 9

EXTRACT OF ANNUAL RETURN

As on Financial Year Ended on 31.03.2015

Pursuant to Section 92 (3) of the Companies Act 2013 and rule 12(1) of the Company(Management & Administration) Rules 2014.

I REGISTRATION & OTHER DETAILS:

i CIN L60210WB1993PLC059296
ii Registration Date 6/30/1993
iii Name of the Company Balurghat Technologies Limited
iv Category/Sub-category of the Company 170/2C AJC Bose Road Kolkata-700014
v Address of the Registered office & contact details
vi Whether listed company Yes
vii Name Address & contact details of the Registrar & Transfer Agent if any. MCS Share Transfer Agent Ltd12/1/5 Manoharpukur RoadKolkata -700026 PH : (033) 4072-4051 (3Lines)

II PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY

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

SL No Name & Description of Main Products/Services NIC Code of the Product /Service % to Total Turnover of the Company
1 OTHER PUMPS FOR DISPENSING FUEL 84131191 53.49%
2 TRANSPORT SERVICES OF FREIGHT 99651190 44.14%
4

III PARTICULARS OF HOLDING SUBSIDIARY & ASSOCIATE COMPANIES

Sl No Name & Address of the Company CIN/GLN HOLDING/ SUBSIDIARY/ ASSOCIATE % OF SHARES HELD APPLICABLE SECTION
1
2
3

IV SHAREHOLDING PATTERN (Equity Share capital Break up as % to total Equity)

Category of Shareholders No. of Shares held at the beginning of the year No. of Shares held at the end of the year % change during the
Demat Physical Total % of Total Shares Demat Physical Total % of Total Shares
A. Promoters
(1) Indian
a) Individual/HUF 1861078 217000 2078078 11.418 1876823 217000 2093823 11.5045 0.087
b) Central Govt.or
State Govt. 0 0 0 0.000 0 0 0 0
c) Bodies Corporates 3924200 124300 4048500 22.245 3924200 124300 4048500 22.2445 0.000
d) Bank/FI 0 0 0 0.000 0 0 0 0
e) Any other 0 0 0 0.000 0 0 0 0
SUB TOTAL:(A) (1) 5785278 0 6126578 33.663 5801023 341300 6142323 33.749 0.087
(2) Foreign
a) NRI- Individuals 0 0 0 0 0 0 0 0 0
b) Other Individuals 0 0 0 0 0 0 0 0 0
c) Bodies Corp. 0 0 0 0 0 0 0 0 0
d) Banks/FI 0 0 0 0 0 0 0 0 0
e) Any other… 0 0 0 0 0 0 0 0 0
SUB TOTAL (A) (2) 0 0 0 0 0 0 0 0 0
Total Shareholding of Promoter (A)= (A)(1)+(A)(2) 5785278 0 6126578 33.6625 5801023 341300 6142323 33.749 0.087
B. PUBLIC SHAREHOLDING
(1) Institutions
a) Mutual Funds 0 0 0 0.000 0 0 0 0
b) Banks/FI 0 0 0 0.000 0 0 0 0
C) Cenntral govt 0 0 0 0.000 0 0 0 0
d) State Govt. 0 0 0 0.000 0 0 0 0
e) Venture Capital Fund 0 0 0 0.000 0 0 0 0
f) Insurance Companies 0 0 0 0.000 0 0 0 0
g) FIIS 0 0 0 0.000 0 0 0 0
h) Foreign Venture
Capital Funds 0 0 0 0.0 0 0 0 0
i) Others (specify) 0 0 0 0.000 0 0 0 0
SUB TOTAL (B)(1): 0 0 0 0.000 0 0 0 0
(2) Non Institutions
a) Bodies corporates
i) Indian 397762 2005900 2403662 13.207 367958 2005900 2373858 13.0432
ii) Overseas
b) Individuals
i) Individual shareholders holding nominal share capital upto Rs.1 lakhs 3063532 3852071 6915603 37.998 3040485 3813571 6854056 37.6596
ii) Individuals shareholders holding nominal share capital in excess of Rs. 1 lakhs 2719233 11700 2730933 15.005 2795011 11700 2806711 15.4215
c) Others (i) Trust 1400 0 1400 0.0077 1400 0 1400 0.0077
(ii) NRI 1224 20600 21824 0.1199 1052 20600 21652 0.119
SUB TOTAL (B)(2): 6183151 5890271 12073422 66.338 6205906 5851771 12057677 66.251
Total Public Shareholding (B)= (B)(1)+(B)(2) 6183151 5890271 12073422 66 6205906 5851771 12057677 66.251
C. Shares held by Custodian for GDRs & ADRs
Grand Total (A+B+C) 11968429 5890271 18200000 100 12006929 6193071 18200000 100

(ii) SHARE HOLDING OF PROMOTERS

Sl No. Shareholders Name Shareholding at the begining of the year Shareholding at the end of the year % change in share holding during the year
No of shares % of total shares of the company % of shares pledged encumbered to No of shares % of total shares of the company % of shares pledged encumbered to
1 Arun Kumar Sethia 670700 3.685% 0 670700 3.685% 0 0.00%
2 Pawan Kumar Sethia 524855 2.884% 0 526100 2.891% 0 0.007%
3 Kanta Sethia 296000 1.626% 0 296000 1.626% 0 0.000%
4 Sneh Kanta Sethia 256623 1.410% 0 271123 1.490% 0 0.080%
5 Sarita Goenka 175000 0.962% 0 175000 0.962% 0 0.000%
6 Pushpa Sethia 83300 0.458% 0 83300 0.458% 0 0.000%
7 Nirmal Kumar Goenka 35000 0.19% 0 35000 0.19% 0 0.000%
8 Bachhraj Sethia 16600 0.091% 0 16600 0.091% 0 0.000%
9 Hansraj Sethia 12100 0.067% 0 12100 0.067% 0 0.000%
10 Rajendra Kumar Sethia 4100 0.023% 0 4100 0.023% 0 0.000%
11 Sukumar Bhattacharya 2500 0.014% 0 2500 0.014% 0 0.000%
12 Sayar Sethia 900 0.005% 0 900 0.005% 0 0.000%
13 Rajendra Kumar Sethia 200 0.001% 0 200 0.001% 0 0.000%
14 Manoj Sethia 200 0.001% 0 200 0.001% 0 0.000%
15 Sapphire International Pvt Ltd 1760800 9.675% 0 1760800 9.675% 0 0.000%
16 Sapphire Industries Pvt Ltd 750000 4.121% 0 750000 4.121% 0 0.000%
17 Sapphire Consultants Pvt Ltd 750000 4.121% 0 750000 4.121% 0 0.000%
18 Sapphire Fashions Pvt Ltd 750000 4.121% 0 750000 4.121% 0 0.000%
19 Darooka Finance Ltd 26700 0.147% 0 26700 0.147% 0 0.000%
20 Aryacorp Pvt Ltd 10000 0.055% 0 10000 0.055% 0 0.000%
21 Tulsi Cotton Mills Pvt Ltd 1000 0.006% 0 1000 0.006% 0 0.000%
Total 6126578 33.663% 0 6142323 33.749% 0 0.087%

(iii) CHANGE IN PROMOTERS' SHAREHOLDING (SPECIFY IF THERE IS NO CHANGE)

Sl. No. Shareholders Name Share holding at the beginning of the Year Cumulative Share holding during the year
No. of Shares % of total shares of the company No of shares % of total shares of the company
1 Sneh Kanta Sethia
At the beginning of the year 256623 1.410% 256623 1.410%
14.04.2014 5700 0.000313187 262323 1.441%
10.05.2014 1400 0.00007 263723 1.448%
10.06.2014 7000 0.000384615 270723 1.487%
18.06.2014 100 0 270823 1.487%
23.06.2014 100 0 270923 1.487%
24.06.2014 100 0 271023 1.487%
25.06.2014 100 0 271123 1.487%
At the end of the year 271123 1.487% 271123 1.487%

(iv) Shareholding Pattern of top ten Shareholders (other than Directors Promoters& Holders of GDRs & ADRs)

Sl. No For Each of the Top 10 Shareholders Shareholding at the end 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
1 Ramjanam Singh
At the beginning of the year 3433689 1.88 3433689 1.88
Increase/decrease in Promoters Share holding during the year specifying the reasons for increase/decrease (e.g. allotment/transfer/bonus/swe at equity etc) 9300 0.0595 9300 0.0595
At the end of the year (or on the date of separation if separated during the year) 352989 1.9395 352989 1.9395
2 Ravikant Sethia
At the beginning of the year 234946 1.2909 234946 1.2909
Increase/decrease in Promoters Share holding during the year specifying the reasons for increase/decrease (e.g. allotment/transfer/bonus/swe at equity etc) 0 0 0 0
At the end of the year (or on the date of separation if separated during the year) 234946 1.2909 234946 1.2909
3 Mega Market Resources P Ltd
At the beginning of the year 247600 1.3604 247600 1.3604
Increase/decrease in Promoters Share holding during the year specifying the reasons for increase/decrease (e.g. allotment/transfer/bonus/swe at equity etc) 0 0 0 0
At the end of the year (or on the date of separation if separated during the year) 247600 1.3604 247600 1.3604
4 Gita Goenka
At the beginning of the year 210500 1.1566 210500 1.1566
Increase/decrease in Promoters Share holding during the year specifying the reasons for increase/decrease (e.g. allotment/transfer/bonus/swe at equity etc) 0 0 0 0
At the end of the year (or on the date of separation if separated during the year) 210500 1.1566 210500 1.1566
5 Apurv Sethia
At the beginning of the year 538277 2.9576 538277 2.9576
Increase/decrease in Promoters Share holding during the year specifying the reasons for increase/decrease (e.g. allotment/transfer/bonus/swe at equity etc) 0 0 0 0
At the end of the year (or on the date of separation if separated during the year) 538277 2.9576 538277 2.9576
6 Sarita Goenka
At the beginning of the year 175000 0.9615 175000 0.9615
Increase/decrease in Promoters Share holding during the year specifying the reasons for increase/decrease (e.g. allotment/transfer/bonus/swe at equity etc) 0 0 0 0
At the end of the year (or on the date of separation if separated during the year) 175000 0.9615 175000 0.9615
7 LSE Securities Ltd
At the beginning of the year 151465 0.8322 151465 0.8322
Increase/decrease in Promoters Share holding during the year specifying the reasons for increase/decrease (e.g. allotment/transfer/bonus/swe at equity etc) -2025 -0.0111 -0.0111 0.8211
At the end of the year (or on the date of separation if separated during the year) 149440 0.8211 149440 0.8211
8 Pushpa Sethia
At the beginning of the year 83300 0.4577 83300 0.4577
Increase/decrease in Promoters Share holding during the year specifying the reasons for increase/decrease (e.g. allotment/transfer/bonus/swe at equity etc) 0 0 0 0
At the end of the year (or on the date of separation if separated during the year) 83300 0.4577 83300 0.4577
9 Radhe Shyam Vig
At the beginning of the year 73400 0.4033 73400 0.4033
Increase/decrease in Promoters Share holding during the year specifying the reasons for increase/decrease (e.g. allotment/transfer/bonus/swe at equity etc) 2728 0.015 2728 0.4183
At the end of the year (or on the date of separation if separated during the year) 76128 0.4183 73400 0.4183
10 Atul Kumar Mahadev Patel
At the beginning of the year 60035 0.3299 60035 0.3299
Increase/decrease in Promoters Share holding during the year specifying the reasons for increase/decrease (e.g. allotment/transfer/bonus/swe at equity etc) 0 0 0 0
At the end of the year (or on the date of separation if separated during the year) 60035 0.3299 60035 0.3299
10 Rajesh Kumar Kandoi
At the beginning of the year 55000 0.3022 55000 0.3299
Increase/decrease in Promoters Share holding during the year specifying the reasons for increase/decrease (e.g. allotment/transfer/bonus/swe at equity etc) 0 0 0 0
At the end of the year (or on the date of separation if separated during the year) 55000 0.3022 55000 0.3299
Sl. No Shareholding at the end of the Cumulative Shareholding
For Each of the Directors & KMP No.of shares % of total shares of the company No of shares % of total shares of the company
1 Pawan Kumar Sethia
At the beginning of the year 475508 2.164% 475508 2.164%
Date wise increase/decrease in Promoters Share holding during the year specifying the reasons for increase/decrease (e.g. allotment/transfer/bonus/swe at equity etc)
At the end of the year 475508 2.164% 475508 2.164%
2 Apurv Sethia
At the beginning of the year 538277 2.9576 538277 2.9576
Increase/decrease in Promoters Share holding during the year specifying the reasons for increase/decrease (e.g. allotment/transfer/bonus/swe at equity etc) 0 0 0 0
At the end of the year (or on the date of separation if separated during the year) 538277 2.9576 538277 2.9576

V INDEBTEDNESS

Indebtedness of the Company including Interest Outstanding/Accrued but not due forpayment

Secured Loans excluding deposits Unsecured Loans Deposits Total Indebtedness
Indebtness at the beginning of the financial year
i) Principal Amount 103365 0 0 103365
ii) Interest due but not paid 0 0 0 0
iii) Interest accrued but not due 0 0 0 0
Total (i+ii+iii) 103365 0 0 103365
Change in Indebtedness during the financial year
Additions 107223 0 0 107223
Reduction 26022 0 0 26022
Net Change 81201 0 0 81201
Indebtedness at the end of the financial year
i) Principal Amount 184567 0 0 184567
ii) Interest due but not paid
iii) Interest accrued but not due
Total (i+ii+iii) 184567 0 0 184567

VI REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

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

Sl.No Particulars of Remuneration Name of the MD/WTD/Manager
1 Gross salary Pawan Kumar Sethia Arun Kumar Sethia
(a) Salary as per provisions contained in section 17(1) of the Income Tax. 1961. 1500000 1200000
(b) Value of perquisites u/s 17(2) of the Income tax Act 1961
(c) Profits in lieu of salary under section 17(3) of the Income Tax Act 1961
2 Stock option
3 Sweat Equity
4 Commission as % of profit others (specify)
5 Others-PF 86400 57600
Total (A)
Ceiling as per the Act 3000000 3000000

B. Remuneration to other directors:

Sl.No Particulars of Remuneration Name of the Directors
1 Independent Directors
(a) Fee for attending board committee meetings Nil Nil
(b) Commission
(c) Others please specify
Total (1)
2 Other Non Executive Directors
(a) Fee for attending board committee meetings
(b) Commission
(c) Others please specify.
Total (2)
Total (B)=(1+2)
Total Managerial Remuneration
Overall Cieling as per the Act.

C. REMUNERATION TO KEY MANAGERIAL PERSONNEL OTHER THAN MD/MANAGER/WTD

Sl. No. Particulars of Remuneration Key Managerial Personnel
1 Gross Salary Company Secretary CFO Total
(a) Salary as per provisions contained in section 17(1) of the Income Tax Act 1961. 240000 960000 1200000
(b) Value of perquisites u/s 17(2) of the Income Tax Act 1961
(c) Profits in lieu of salary under section 17(3) of the Income Tax Act 1961
2 Stock Option
3 Sweat Equity
4 Commission as % of profit others specify
5 Others please specify
Total 240000 960000 1200000

VII PENALTIES/PUNISHMENT/COMPOUNDING OF OFFENCES

Type Section of the Companies Act Brief Description Details of Penalty/Punish ment/Compoun ding fees imposed Authority (RD/NCLT/C ourt) Appeal made if any (give details)
A. COMPANY
Penalty
Punishment
Compounding
B. DIRECTORS
Penalty
Punishment
Compounding
C. OTHER OFFICERS IN DEFAULT
Penalty
Punishment
Compounding

Annexure to the Report of the Board of Directors

FORM NO. MR-3

SECRETARIAL AUDIT REPORT

FOR THE FINANCIAL YEAR ENDED 31ST MARCH 2015

[Pursuant to Section 204(1) of the Companies Act 2013 and Rule 9 of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014]

To

The Members

Balurghat Technologies Limited

170/2C AJC Bose Road

Kolkata -700014.

I have conducted the secretarial audit of the compliance of applicable statutoryprovisions and the adherence to good corporate practices by Balurghat TechnologiesLimited (CIN: L60210WB1993PLC059296)(here in after called the Company). SecretarialAudit was conducted in accordance with the Guidance Note issued by the Institute ofCompany Secretaries of India (a statutory body constituted under the Company SecretariesAct 1980) and in a manner that provided me a reasonable basis for evaluating thecorporate conducts / statutory compliances and expressing my opinion thereon. Based on myverification of the Company’s books papers minute books forms and returns filedand other records maintained by the Company and read with the Statutory Auditors’Report on Financial Statements and their certificate on compliance with the conditions ofCorporate Governance under Clause 49 of the Listing Agreement and also the informationprovided by the Company its officers agents and authorized representatives during theconduct of secretarial audit I hereby report that in my opinion and to the best of myinformation knowledge and belief and according to the explanations given to me theCompany has during the audit period covering the financial year ended on 31st March 2015complied with the applicable statutory provisions listed hereunder and also that theCompany has proper Board- processes and compliance mechanism in place to the extent inthe manner and subject to the reporting made hereinafter. I have examined the bookspapers minute books forms and returns filed and other records maintained by BalurghatTechnologies Limited for the financial year ended on 31st March 2015 according to theapplicable provisions of:

1. The Companies Act 2013 (the Act) and the rules made there under;

2. The Securities Contracts (Regulation) Act 1956 and the rules made there under;

3. The Depositories Act 1996 and the Regulations and Bye-laws framed there under;

4. Foreign Exchange Management Act 1999 and the rules and regulations made there underto the extent of Foreign Direct Investment Overseas Direct Investment and ExternalCommercial Borrowings to the extent applicable to the Company;

5. The following Regulations and Guidelines prescribed under the Securities andExchange Board of India Act 1992 to the extent Applicable to the Company:-

a) The Securities and Exchange Board of India (Substantial Acquisition of Shares andTakeovers) Regulations 2011;

b) The Securities and Exchange Board of India (Prohibition of Insider Trading)Regulations 1992;

c) The Securities and Exchange Board of India (Issue of Capital and DisclosureRequirements) Regulations 2009;

d) The Securities and Exchange Board of India (Employee Stock Option Scheme andEmployee Stock Purchase Scheme) Guidelines 1999;

e) The Securities and Exchange Board of India (Registrars to an Issue and ShareTransfer Agents) Regulations 1993 regarding the Companies Act and dealing with client.

6. The following other laws specifically Applicable to the Company) InformationTechnology Act 2000 and the rules made there under.

b) Motor Vehicles Act 1988

I have also examined compliance with the applicable clauses of the Listing Agreementsentered into by the Company with the Stock Exchange in India. I report that during theyear under review the Company has complied with the provisions of the Acts rulesregulations and guidelines mentioned above. I further report that there were no actions /events in pursuance of:

The Securities and Exchange Board of India (Issue and Listing of Debt Securities)Regulations 2008; The Securities and Exchange Board of India (Delisting of Equity Shares)Regulation 2009; and The Securities and Exchange Board of India (Buyback of Securities)Regulation 1998 requiring compliance thereof by the Company during the financial yearand the Secretarial Standards issued by The Institute of Company Secretaries of India werenot applicable during the year. I further report that the compliance by the company ofapplicable financial laws like direct & indirect tax laws has not been reviewed inthis audit since the same has been subject to review by Statutory Financial audit. Ifurther report that:

1. The Board of Directors of the Company is duly constituted with proper balance ofExecutive Directors Non-Executive Directors and Independent Directors and the changes inthe composition of Board of Directors that took place during the period under review werecarried out in compliance with the provisions of the Act.

2. Adequate notice is given to all Directors for the Board Meetings agenda anddetailed notes on agenda were sent at least seven days in advance and appropriate systemsare in place for seeking and obtaining further information and clarifications on theagenda items for meaningful participation at the meeting. I further report that there areadequate systems and processes in the Company commensurate with the size and operations ofthe Company to monitor and ensure compliance with the applicable laws rules regulationsand guidelines. I further report that during the audit period no specific events/actionsin pursuance of the above referred laws rules regulations guidelines etc having amajor bearing on the Company’s affairs.

Place:

Kolkata

Date: 5th July 2015

Encl: Annexure ‘A’ forming an integral part of this Report

(Amrita Saraf)

Practicing Company Secretary

FCS No: A32889

C P No: 12585

ANNEXURE‘A

To

The Members

Balurghat Technologies Limited

170/2C AJC Bose Road

Kolkata 700 014

The Report of even date is to be read along with this letter.

1. Maintenance of secretarial records is the responsibility of the management of theCompany. My responsibility is to express an opinion on such secretarial records based onmy audit.

2. I have followed the audit practices and processes as I have considered appropriateto obtain reasonable assurance on the correctness and completeness of the secretarialrecords. My verification was conducted on a test basis to ensure that all entries havebeen made as per statutory requirements. I believe that the processes and practices I havefollowed for this purpose provided a reasonable basis for my opinion.

3. I have not verified the correctness and appropriateness of the financial records andBooks of Accounts of the Company.

4. Wherever required I have obtained Management representation with respect tocompliance of laws rules and regulations and of significant events during the year.

5. The compliance of the provisions of corporate and other applicable laws rules andregulations is the responsibility of the management. My examination was limited to theverification of secretarial records on test basis to the extent applicable to the Company.

6. The Secretarial Audit report is neither an assurance as to the future viability ofthe company nor of the efficacy or effectiveness with which the management has conductedthe affairs of the company.

Amrita Saraf

Place: Kolkata

Date: 5th July 2015

FCS No: A32889

C P No: 12585

"ANNEXURE ‘D’ "

Statement of Particulars of Employees pursuant to the Provisions of Rule 5 (2) of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014

1. The ratio of the remuneration of each Director to the median remuneration of theemployee for the financial year 2014-2015

Sl. No Name Designation Ratio of remuneration
1 Sri Pawan Kumar Sethia Managing Director 1887:8997
2 Sri Arun Kumar Sethia Wholetime Director 1500:8997

Note:

None of the other directors are paid any remuneration. Sitting fees have been waived byDirectors. As such their names are not included in the above table

2. The percentage increase in remuneration of each Director CFO CS in the financialyear

Sl. No Name Designation % increase
1 Sri Pawan Kumar Sethia Managing Director Nil
2 Sri Arun Kumar Sethia Wholetime Director Nil
3 Mr. Apurv Sethia Chief Financial Officer Nil
4 Ms. Shikha Singh Company Secretary 5%

3. The percentage increase in the median remuneration of employees in the financialyear.

The median remuneration of the employees in the financial year increased by 11.5%. Thecalculation of % increase in Median Remuneration is done based on overall employee cost.

4. The number of permanent employees on the rolls of the Company.

Considering the industry the company operates basically work through contractors.There were 25 employees as on March 31 2015.

5. The explanation on the relationship between average increase in remuneration andCompany performance

The increase in the average remuneration of employees was in line with the averageincrease in the Company’s revenues and profits.

6. Comparison of the remuneration of the Key Managerial Personnel against theperformance of the Company

The increase effected in the remuneration to Key Managerial Personnel is in line withthe increased revenues and profitability of the Company.

7. Variations in the market capitalization of the Company price earnings ratio as atthe closing date of the current financial year and previous financial year and percentageincrease over decrease in the market quotations of the shares of the Company in comparisonto the rate at which the Company came out with the last public offer in case of listedCompanies and in case of unlisted Companies the variations in the net worth of theCompany as at the close of the current financial year and previous financial year.

The net worth of the Company increased from Rs.618979 hundreds to Rs.683379 hundredsregistering an increase of Rs.64400 hundreds. The net worth thereby depicted an increaseof 10%. This is the effect of transfer of net profits to the reserves during the year.

8. Average percentile increase already made in the salaries of employees other than theManagerial personnel in the Last financial year and its comparison with the percentileincrease in the managerial remuneration and justification thereof and point out if thereare any exceptional circumstances for increase in the managerial remuneration

The increase in the managerial remuneration as well as that relating to the CFO and CSare at percentages that are lesser than the increase effected in the salaries of employeesother t han Managerial personnel.

9. Comparison of each remuneration of the Key Managerial Personnel against theperformance of the Company

The total revenues of the Company increased by 9.58%. The net profit of the Companyincreased from Rs.80298 lakhs to Rs.86455 lakhs translating to an increase of 7%. Theremuneration paid to the Key Managerial Personnel and the increase therein during the yearis in much lesser proportion to the increase in profitability and revenues as depictedabove. The table below depicts the details of the employee remuneration as against theperformance of the Company –

Sl. No Name Designation % to the net profits
1 Sri Pawan Kumar Sethia Managing Director 25%
2 Sri Arun Kumar Sethia Wholetime Director 17%
3 Sri. Apurv Sethia Chief Financial Officer 14%
4 Ms Shikha Singh Company Secretary 0.30%

10. The key parameters for any variable component of remuneration availed by theDirectors

There is No variable component paid to any of the Directors of the Company.

11. The ratio of the remuneration of the highest paid director to that of the employeeswho are not directors but receive remuneration in excess of the highest paid Directorduring the year.

Not applicable

12. Affirmation that the remuneration is as per the remuneration policy of the Company

The remuneration paid is in accordance with the remuneration policy of the Company.

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