The Members of Balurghat Technologies Limited
The Board of Directors is pleased to present the 22nd Annual Report of thecompany together with the audited financial statement for the year ended on March 312016.
The financial performance of the Company for the year ended March 31 2016 aresummarized below: (Rs. in hundreds)
|Particulars ||2015- 2016 ||2014- 2015 |
|Profit before Depreciation & Amortization Expenses Finance Costs & Tax Expenses ||115642 ||116413 |
|Less : Finance Cost ||21476 ||12824 |
|Depreciation ||19092 ||17134 |
|Profit before Tax ||75074 ||86455 |
|Less : Current Tax ||13918 ||16848 |
|Deferred Tax Liabilities ||-1242 ||1135 |
|Profit for the year ||62398 ||68472 |
|Add: Balance in Profit & Loss Account ||-1130658 ||-1196264 |
|Appropriation || || |
|Add:Adjustment of Provision Of IT || ||230 |
|Add: Adjustment of fixed Assets || ||-3096 |
|Closing Balance ||-1068260 ||-1130658 |
SUMMARY OF FINANCIAL RESULTS AND PERFORMANCE OF THE COMPANY
Financial Year 2015-2016 was yet another challenging year. The global economywitnessed lower economic growth. Various constraints and the challenging environmentimpacted company performance. The highlights of the performance are as under:
Revenue from operation fell by 7.325% to 3818545 hundred for the year as against4120398 hundred of the previous year.
PBDIT fell by .6622% to 115642 hundred for the year as against 116413 hundred ofthe previous year.
Profit before tax fell by 13.16% to75074 hundred for the year as against 86455hundred of the previous year.
Net Profit fell by 8.87% to 62398 hundred for the year as against 68472 hundredof the previous year.
In view of the accumulated losses during the current year your Directors are unable torecommend any dividend for the year under reference.
The Company has transferred an amount of Rs.62398 hundreds to the General Reserve whichis current years profits and the same is in compliance with the applicableprovisions prescribed under the Companies Act 2013.
THE COMPANYS WORKING DURING THE YEAR/STATE OF COMPANYS
The overall gloom in world and domestic economy impacted the Companysperformance. Fall in Turnover by only 7.325 % in such market conditions showedcompanys operational resilience.
CHANGE IN THE NATURE OF BUSINESS
There has been no 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 COMPANYS OPERATIONS IN FUTURE
There are no significant and material orders passed by the regulators or courts ortribunals impacting going concern status and companys 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 does not have subsidiary companies or associates companies nor has itentered into any joint ventures agreements.
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.
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.
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 Mr Suresh Chandra Pal Company Secretary in practice to undertake theSecretarial Audit of the Company for FY 2015-16.The Secretarial Audit report is annexedherewith as
The observations made in the Auditors Report are self explanatory and do not callfor any further comments u/s 134(3)(f) of the Companies Act2013. The Auditors have notmade 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 C"
MANAGEMENTS DISCUSSION AND ANALYSIS REPORT
Managements Discussion and Analysis Report for the year under review asstipulated in SEBI(LODR)Regulations 2015 is presented in a separate section forming partof 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 8287.86 equivalent to Rs. 595652/- and USD 18585.1 equivalent to Rs1247430 GBP 4053.12 equivalent to 399161 SGD 3092 equivalent to 153589 during the periodunder review.
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 2015-2016 .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. All related party transactions that were entered intoduring the financial year were on arms length basis and were in the ordinary courseof the business. There are no materially significant related party transactions made bythe company with Promoters Key Managerial Personnel or other designated persons which mayhave potential conflict with interest of the company at large.
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) Rules2014the company did not have any employee who has been in receipt of the remuneration inexcess of prescribed in the above mention section during whole or any part of the yearunder review.
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.
Pursuant to the provisions of theSec134(3) ( p)Companies Act 2013 and SEBI(ListingObligations and Disclosure Requirements)Regulations2015 the Board has carried out anevaluation of its own performance the directors individually as well as the evaluation ofthe working of its Audit Nomination & Remuneration Committees. During the year underreviewthe Independent Director met on 12th March2016 inter alia to discussthe performance evaluation of Non independent Directors and Board Of Directors as awhole and was satisfied overall. The Board has carried out the performance evaluation ofall independent Directors of the Company and is satisfied with their performance..
Sri Pawan Kumar Sethia Managing director of the Company retire by rotation at theensuing AGM and being eligible offer himself for re-appointment.
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 ompaniesc act 2013 and SEBI( ListingObligations and Disclosure Requirements) Regulations2015 the Board of Directors hasframed risk management policy .The Board has a risk assessment and minimization procedurewhich is reviewed by the Board periodically. There is a structure in place to identify andmitigate various identifiable risks faced by the Company from time to time. At theMeetings of the Board these risks are reviewed and new risks are identified. As of nowthe Directors do not envisage any element of risk which threaten the existence of theCompany.
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 behaviors in all its businessactivities and has put in place a mechanism of reporting illegal or unethical behavior.The Company has adopted a Vigil Mechanism through which the employees Directors and otherstakeholders are free to report to Senior Management any unethical behavior 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.
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.
RELATED PARTY TRANSACTIONS
All related party transactions that were entered into during the financial year were onarms length basis and were in the ordinary course of the business. There are nomaterially significant related party transactions made by the company with Promoters KeyManagerial Personnel or other designated persons which may have potential conflict withinterest of the company at large. The Policy on materiality of related party transactionsand dealing with related party transactions as approved by the Board of Directors.
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 Companys 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.
Your Company complies with all the mandatory requirements as stipulated SEBI DisclosureRegulations2015 . The Report on Corporate Governance as stipulated under SEBI (LODR)Regulations 2015 forms part of the Annual Report. The requisite certificate from theAuditors of the company confirming compliance with the conditions of Corporate Governanceas stipulated under the aforesaid SEBI (LODR) Regulations 2015 is attached to thisReport.
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: 30th May 2016 ||Managing Director ||Chairman |
|Place: Kolkata ||DIN 00482462 ||DIN 03281792 |
FOR THE FINANCIAL YEAR ENDED 31 ST MARCH2016
[Pursuant to Section204(1)of the Companies Act 2013 and Rule 9oftheCompanies(AppointmentandRemunerationofManagerialPersonnel)Rules2014]
I have conducted the secretarial audit of the compliance of applicable statutoryprovisionsandtheadherencetogoodcorporatepracticesby BalurghatTechnologies Limited (CIN:L60210WB1993PLC059296)(here in after called the Company).
SecretarialAuditwasconducted inamannerthatprovidedmeareasonablebasisfor evaluating thecorporate conducts / statutory compliances and expressing my opinion thereon. Based on myverification of the Companys books papers minute books forms and returns filedand other records maintained by the Company and alsotheinformationprovidedbytheCompanyitsofficers agentsandauthorized representatives during the conduct of secretarial auditI hereby report that in myopinionandtothebestofmyinformationknowledgeandbeliefandaccordingtothe explanations givento me the Company has during the audit period covering the financial year ended on 31stMarch 2016 complied with the applicable statutory provisionslistedhereunderandalsothattheCompanyhasproperBoard-processes and compliance mechanism in place to the extent in themanner and subjectto the reporting made hereinafter. I have examined the books papersminute books forms and returns filed and other records maintained by BalurghatTechnologies Limited forthefinancialyearendedon31stMarch 2016accordingtotheapplicable provisionsof:
1.The Companies Act 2013 (theAct) and the rules made there under;
2.The Securities Contracts (Regulation) Act1956 and the rules made there under;
3.The Depositories Act1996 and the Regulations and Bye-laws framed there under;
4.Foreign Exchange Management Act1999 and the rules and regulations made there underto the extent of Foreign Direct Investment Overseas Direct Investment and ExternalCommercial Borrowings to the extentapplicable to the Company;
5. The following Regulations and Guidelines prescribed under the Securities andExchangeBoardofIndiaAct1992totheextent ApplicabletotheCompany:-
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 StockOption Scheme and EmployeeStock Purchase Scheme) Guidelines 1999;
e) The Securities and Exchange Board of India (Registrarstoan Issueand Share TransferAgents) 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 madethereunder.b) Motor Vehicles Act1988
I have also examined compliance with the applicable clauses of The SecretarialStandards SS1and SS-2 issued and notified by the Institute of Company Secretaries ofIndiaTheCompany has complied with applicable clausestheListing Agreements entered into by theCompany with the Stock Exchange(BSE)with applicable clauses of SEBI (LODR)Regulations2015 in India. I report that duringthe year under review the Company hascomplied with the provisions of the Actsrulesregulations and guide lines mentionedabove.Ifurther report that the rewerenoactions /eventsinpursuanceof:
The Securitiesand Exchange BoardofIndia (IssueandListingofDebtSecurities)Regulations2008;The Securities and Exchange Board of India (Delisting of Equity Shares)Regulation 2009; and The Securities and Exchange Board of India(BuybackofSecurities)Regulation1998requiringnoncompliancethereofbythe Company during thefinancial yearIfurther report that the compliance by the company of applicable financiallawslikedirect&indirecttaxlawshasnotbeen reviewed in this audit since the same hasbeen subject to review by Statutory Financialaudit.Ifurtherreportthat:
1.The Board of Directors of the Company is duly constituted with proper balance ofExecutive DirectorsNon-Executive Directors and Independent Directors and the changes inthe composition of Board of Directors that took place during the period under review werecarried out incompliance with the provisions of the Act.
2. Adequatenoticeis given to all Directors for the Board Meetings agenda and detailednotes on agenda were sent at least seven days in advance and appropriate systems are inplace for seeking and obtaining further information and clarifications on the agendaitemsfor meaningfulparticipation at the meeting. Ifurtherreportthatthere are adequate systemsand processes in the Company commensurate with thesizeand operations of the Company tomonitor and ensure compliancewith theapplicable laws rules regulations and guidelines. Ifurther report that during the audit period no specific events/actions in pursuance oftheabove referredlawsrulesregulationsguidelinesetchavinga majorbearingontheCompanysaffairs.
Suresh Chandra Pal
The Reportofeven dateistobereadalong with this letter.
1.Maintenance of secretarial recordsis the responsibility of the management of theCompany.My responsibility is to express an opinion on such secretarial records based on myaudit.
2.I have followed the audit practices and process esas I have considered appropriate toobtain reasonable as surance on the correctness and completeness of the secretarialrecords.My verification was conducted on at estbasistoen sure that allentrieshave beenmade asperstatutory requirements. I believe that the processes and practicesI havefollowed for this purposeprovided areas on ablebasisformy opinion.
3.I have notverified the correctness and appropriateness of the financial records andBooks of Accounts of the Company.
4. Wherever required I have obtained Management representation with respect tocomplianceoflawsrulesandregulationsandofsignificanteventsduringtheyear.
5.The compliance of the provisions of corporateando ther applicablelawsrulesandregulations 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 reportisneither an assuranceas to the futureviability of thecompany nor of the efficacy or effectiveness with which the management has conductedtheaffairs of the company.
Suresh Chandra Pal
"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 2015-16
|Sl. No ||Name ||Designation ||Ratio of remuneration |
|1 ||Sri Pawan Kumar Sethia ||Managing Director ||5.18:1 |
|2 ||Sri Arun Kumar Sethia ||Wholetime Director ||4.14:1 |
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. ApurvSethia ||Chief Financial Officer ||Nil |
|4 ||Ms. Shikha Singh ||Company Secretary ||Nil |
3. The percentageincrease in the median remuneration of employees in the financialyear.
The median remuneration of the employees in the financial year increased by 14.11%. 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 28 employees as on March 31 2016.
5. The explanation on the relationship between average increase in remuneration andCompany performance : NA
6. Comparison of the remuneration of the Key Managerial Personnel against theperformance of the Company : NA
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 rise from Rs.610160 hundreds to Rs.672558 hundredsregistering an increase of Rs.62398 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 are nil compared to the increase effected in the salaries of employeesother than Managerial personnel.
9. Comparison of each remuneration of the Key Managerial Personnel against theperformance of the Company
The total revenues of the Company fell by 7.325%. The net profit of the Company fellfrom Rs.68472 lakhs to Rs.62398 lakhs translating to fall of 8.87%. The remuneration paidto the Key Managerial Personnel and the increase therein during the year is nil.. Thetable below depicts the details of the employee remuneration as against the performance ofthe Company
|Sl. No ||Name ||Designation ||% to the net profits |
|1 ||Sri Pawan Kumar Sethia ||Managing Director ||24% |
|2 ||Sri Arun Kumar Sethia ||Wholetime Director ||19.23% |
|3 ||Sri .ApurvSethia ||Chief Financial Officer ||11.53% |
|4 ||Ms Shikha Singh ||Company Secretary ||4.48.% |
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.
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.