- Once Ground Zero of high-decibel protests, Singur waits in silence
- Covid-19 crisis: Govt extends validity of e-way bills; gives relief in ITC
- Covid-19: Twitterati push 'grid' in top five trends as arguments flow in
- Covid-19: Cairn invokes force majeure on exploration; seeks relief in OALP
- Covid-19 crisis: ICMR calls for rapid tests in hotspots as infections zoom
Balaji Amines Ltd.
|BSE: 530999||Sector: Industrials|
|NSE: BALAMINES||ISIN Code: INE050E01027|
|BSE 00:00 | 03 Apr||246.60||
|NSE 00:00 | 03 Apr||247.25||
|Mkt Cap.(Rs cr)||799|
|Mkt Cap.(Rs cr)||798.98|
Balaji Amines Ltd. (BALAMINES) - Director Report
Company director report
Balaji Amines Limited
Your Directors are pleased to present to you the 31st Annual Report along with theAudited Statement of Accounts of the Company for the year ended 31st March 2019.
1) FINANCIAL RESULTS
2) PERFORMANCE HIGHLIGHTS
Your company has achieved a Gross Income of र94983.16 Lakhs during the financialyear 2018-19 an increase of 8.60% over the previous year. The Profit After Tax for theyear stood at र11807.61 Lakhs as against previous year Profit After Tax of र11318.10Lakhs registering an increase of 4.32% over previous year.
Further details of operations are given in the Management Discussion and AnalysisReport which forms part of this report.
Your Directors are pleased to recommend for approval of the Members a dividend of र2.80/- per share that is 140% on paid up value of र2/- per share (previous year 130% onpaid up value of
र 2/- per share). The total cash outflow on account of dividends payable includingdividend distribution tax payable is र1091. 92 Lakhs (previous year र1013.94 Lakhs).
4) TRANSFER TO RESERVES
The Company proposes to transfer a sum of र1181.00 Lakhs to the General Reserves. Anamount of र10626.61 Lakhs is proposed to be retained in the statement of profit andloss.
Balaji Speciality Chemicals Private Limited (BSCPL) is the only Subsidiary of theCompany BSCPL is engaged in Manufacturing of Ethylenediamine (EDA) Piperazine(Anhydrous) Aminoethylpiperazine (AEP) and Diethylene triamine (DETA) and other SpecialtyChemicals.
6) CONSOLIDATED FINANCIAL STATEMENTS
As required pursuant to the provisions of Section 129 of the Companies Act 2013 andthe Securities and Exchange Board of India (Listing Regulations and DisclosureRequirements) Regulations 2015 the Consolidated Financial Statements of the Company areprepared in accordance with the Accounting Standards issued by the Institute of CharteredAccountants of India on the basis of the audited financial statements of the Company andits subsidiaries.
The Statement containing salient features of the financial statements of thesubsidiaries in Form AOC-1 is attached as 'Annexure I' to this Annual Report.
7) CREDIT RATING
The Credit Rating of the company is upgraded during the year from IND A+ to "INDAA-" (long term) Stable by India Ratings and Research.
8) DETAILS OF COMPANIES WHICH HAVE BECOME OR CEASED TO BE ITS SUBSIDIARIES JOINTVENTURES OR ASSOCIATE COMPANIES DURING THE YEAR
During the Financial Year 2018-19 no company ceased to be subsidiary of the companyand your company does not have any associates or joint ventures.
9) DETAILS OF DIRECTORS OR KEY MANAGERIAL PERSONNEL WHO WERE APPOINTED OR HAVE RESIGNEDDURING THE YEAR
The constitution of the Board is in Compliance with the provisions of Section 149 ofthe Companies Act 2013 and the Listing Regulations.
Mr. A. Srinivas Reddy retires by rotation and being eligible offers himself forre-appointment at the 31st Annual General Meeting (AGM) of the Company scheduled to beheld on 26th July 2019.
The Nomination and Remuneration Committee on the basis of performance evaluation ofIndependent Directors and taking into account the external business environment thebusiness knowledge experience and the contribution made by Mr. T. Naveena Chandra Mr. M.Amarender Reddy Mr. C.S.N. Murthy Mr. Kashinath R. Dhole and Mrs. Vimala B. Madon duringtheir tenure has recommended to the Board that continued association of Mr. T. NaveenaChandra Mr. M. Amarender Reddy Mr. C.S.N. Murthy Mr. Kashinath R. Dhole and Mrs. VimalaB. Madon as Independent Directors of the Company for the second term would be beneficialto the Company. Based on the above and the performance evaluation of IndependentDirectors the Board recommends re-appointment of Mr. T. Naveena Chandra Mr. M. AmarenderReddy Mr. C.S.N. Murthy Mr. Kashinath R. Dhole and
Mrs. Vimala B. Madon.
There has been no change in the Directors and KMPs during the year under review.
10) DECLARATION BY INDEPENDENT DIRECTORS
The Company has received declarations from all the Independent Directors of the Companyconfirming that they fulfil the criteria of independence as prescribed under sub-section(6) of Section 149 of the Companies Act 2013 and the Securities and Exchange Board ofIndia (Listing Obligations and Disclosure Requirements) Regulations 2015.
During the year four meetings of the Board of Directors were held as more particularlydisclosed in the attached Report on Corporate Governance. The intervening gap between anytwo meetings was within the prescribed period.
The number and dates of meetings held by the Board and its Committees attendance ofDirectors and details of remuneration paid to them is given separately in CorporateGovernance Report in terms of Section 134(3)(b) of the Companies Act 2013.
12) BOARD EVALUATION
As mandated under the Companies Act 2013 and the SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 the annual performance evaluation of theDirectors individually vis-avis the Board and its committees have been carried out. Themanner of such evaluation has been disclosed in the Corporate Governance Report.
13) DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to Section 134 (5) of the Companies Act 2013 your Directors confirm that tothe best of their knowledge and belief and according to the information and explanationavailable to them
i. In the preparation of the annual accounts the applicable accounting standards havebeen followed along with proper explanation relating to material departures;
ii. Such accounting policies as mentioned in the notes to the financial statements havebeen selected and applied consistently and judgments and estimates that are reasonable andprudent made so as to give a true and fair view of the state of affairs of the Company atthe end of the financial year 201819 and of the statement of profit of the Company forthat period;
iii. Proper and sufficient care has been taken for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013 forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities;
iv. The annual accounts for the year 2018-19 have been prepared on a going concernbasis;
v. That the proper internal financial controls were in place and that the financialcontrols were adequate and were operating effectively
That system to ensure compliance with the provisions of all applicable laws were inplace and were adequate and effectively mentioned under various heads of the departmentswhich are in turn reporting to the Whole-time Directors.
14) RESEARCH & DEVELOPMENT
Your Company has been carrying out continuous Research and Development in the followingareas:
a. Identification of new products and development activities of latest processtechnologies are continuously worked on.
b. Continuous improvement of processes and fine tuning of process parameters tooptimize utilization of energy utilities & raw materials consumption and alternateroutes are being looked at.
c. Backward and forward integration of products to improve value chain and betterutilization of all the resources.
d. Adoption of advanced technology in recovering waste water has resulted in minimizingthe impact on environment and concentration of core principle of Reduce Reuse and Recycleof all the resources.
e. Several improvements in Polyvinyl Pyrrolidone plant have been initiated and resultedin lower consumption co-efficient.
f. For sustainable usage of natural resources the Company has initiated various modelsin reducing reusing and recycling of various natural resources.
g. The R&D demonstration projects for IPA MIPA and Betaine HCL were undertakenduring the year by your company.
h. After successful development of the process the pilot plant- cum-demonstrati'onplants shall be taken up for implementation
15) EXPANSION / DIVERSIFICATION
a. Your Company has been allotted 90 Acres of Land at MIDC Chincholi and theMaharashtra State Government has accorded "Mega Project" Status for this newProject.
b. The Environment clearances and consent for establishment have been obtained forseveral products. Your company has entered into agreement for detailed engineeringinitially for the first phase for manufacture of Ethylamines IPA/MIPA.
16) CHANGE IN NATURE OF BUSINESS
There is no change in the nature of business during the year.
17) MATERIAL CHANGES AND COMMITMENTS
No material changes and commitments affecting the financial position of your Companyhave occurred after the closure of the Financial Year 2018-19 till the date of thisReport.
18) REMUNERATION POLICY
The Board has on the recommendation of the Nomination and Remuneration Committeeframed a policy for selection and appointment of Directors and Senior Management personneland fix their remuneration. The Remuneration Policy is posted on the website of theCompany at the link: www.balajiamines.com/investor-relations
19) PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS
Details of Loans Guarantees and Investments covered under the provisions of Section186 of the Companies Act 2013 are given in the notes to the Financial Statements.
20) EXTRACT OF ANNUAL RETURN
Pursuant to the provisions of Section 92(3) of the Companies Act 2013 read with Rule12(1) of the Companies (Management and Administration) Rules 2014 an Extract of AnnualReturn as on the financial year ended on 31st March 2019 in Form No. MGT-9 is annexedherewith and marked as 'Annexure II' forming part of this report.
21) PARTICULARS OF EMPLOYEES
The Company had five employees including the Whole-time Directors who were in receiptof remuneration of not less than र10200000 during the year ended 31st March 2019 ornot less than र850000 per month during any part of the year.
A statement pursuant to the Section 197 read with Rule 5 of the Companies (Appointmentand Remuneration of Managerial Personnel) Rules 2014 is annexed as 'Annexure III' to thisreport.
None of these employees are relative of any Director of the Company.
22) DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THEFINANCIAL STATEMENTS
The Company has in place proper and adequate internal control systems commensurate withthe nature of its business size and complexity of its operations. Internal controlsystems comprising of policies and procedures designed and implemented to ensurereliability of financial reporting timely feedback on achievement of operational andstrategic goals compliance with policies procedure applicable laws and regulations andthat all assets and resources acquired are used optimally.
23) STATUTORY AUDITORS
M/s. Ayyadevara & Co. Chartered Accountants were appointed as Statutory Auditorsof the Company for a period of 5 Years from the Conclusion of 29th Annual General Meetingof the Company till the conclusion of 34th Annual General Meeting of the Company subjectto ratification by members in every Annual General Meeting.
However by the Companies (Amendment) Act 2017 provisions pretaining to ratificationof appointment of Statutory Auditor has been omitted with effect from 7th May 2018.Hence the agenda for ratification of appointment of M/s Ayyadevara & Co. CharteredAccountants as Statutory Auditors has not been proposed in the Notice convening theAnnual General Meeting.
The Independent Auditors report given by M/s. Ayyadevara & Co. CharteredAccountants Statutory Auditors of the Company on standalone and consolidated FinancialStatements of the Company does not contain any qualification reservation or adverseremark.
24) INTERNAL AUDITORS
The Board of Directors based on the recommendation of the Audit Committee havere-appointed M/s. Aherkar & Co Chartered Accountants Solapur as the InternalAuditors of your Company. The Internal Auditors are submiffing their reports on monthlybasis.
25) COST AUDITORS
In accordance with Section 148(3) and other applicable provisions if any of theCompanies Act 2013 and the Companies (Audit and Auditors) Rules 2014 the AuditCommittee has recommended and the Board of Directors had appointed Mr. N.V.S. KapardhiPracticing Cost Accountants Hyderabad being eligible and having sought re-appointmentas Cost Auditors of the Company to carry out the cost audit of the products manufacturedby the Company during the financial year 2019-20 on a remuneration of र60000/- (RupeesSixty Thousand only). The remuneration payable to the cost auditor is required to beplaced before the Members in a general meeting for their approval. Accordingly aResolution seeking Members' approval for the remuneration payable to Mr. N.V.S. KapardhiCost Accountants is included at Item No. 4 of the Notice convening the Annual GeneralMeeting.
26) SECRETARIAL AUDITORS & SECRETARIAL AUDIT REPORT
Pursuant to provisions of Section 204 of the Companies Act 2013 read with Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Board has appointedM/s. P. S. Rao & Associates Practicing Company Secretaries to conduct SecretarialAudit for the financial year 2018-19. The Secretarial Audit Report pursuant to Section204(1) of the Companies Act 2013 for the financial year ended 31st March 2019 is givenin 'Annexure IV' attached hereto and forms part of this Report.
The Secretarial Audit Report does not contain any qualification reservation or adverseremark.
27) VIGIL MECHANISM / WHISTLE BLOWER POLICY
The Company has formulated a Whistle Blower Policy in terms of Section 177 of theCompanies Act 2013 and as per Regulation 22 of the Securities and Exchange Board ofIndia (Listing Obligations and Disclosure Requirements) Regulations 2015 for theemployees to report their grievances / concerns about instances of unethical behaviouractual or suspected fraud or violation of Company's Code of Conduct by means of ProtectedDisclosure to the Authorised Officer or the Chairman of the Audit Committee.
The vigil mechanism / whistle blower policy may be accessed on the Company's website atthe link: www.balajiamines.com/investor-relations
28) ENERGY CONSERVATION TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO
The information on conservation of energy technology absorption and foreign exchangeearnings and outgo stipulated under Section 134(3)(m) of the Companies Act 2013 readwith Rule 8 of the Companies (Accounts) Rules 2014 is annexed herewith as 'Annexure V'.
29) PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
All related party transactions that were entered into during the financial year were atan arm's length basis and were in the ordinary course of business. There are no materiallysignificant related party transactions made by the Company with Promoters Directors KeyManagerial Personnel or other designated persons which may have a potential conflict withthe interest of the Company at large.
During the year all Related Party Transactions were placed before the Audit Committeeand also to the Board for approval. Prior omnibus approval of the Audit Committee wasobtained for the transactions which were of a foreseen and repetitive nature.
The Policy on Related Party Transactions as approved by the Board of Directors of theCompany is uploaded on the website of the Company and the same can be accessed at thelink: www.balajiamines.com/investor-relations
The particulars of contracts or arrangements with related parties referred to insub-section (1) of Section 188 of the Companies Act 2013 in Form AOC-2 and disclosuresunder Schedule V of the Securities and Exchange Board of India (Listing Obligations AndDisclosure Requirements) Regulations 2015 is annexed as 'Annexure VI' to this report.
30) DEVELOPMENT AND IMPLEMENTATION OF A RISK MANAGEMENT POLICY FOR THE COMPANYINCLUDING IDENTIFICATION THEREIN OF ELEMENTS OF RISK IF ANY WHICH IN THE OPINION OF THEBOARD MAY THREATEN THE EXISTENCE OF THE COMPANY
The company has risk management mechanism and policy in place which mitigates the riskat appropriate situations and there are no elements of risk which in opinion of board ofdirectors may threaten the existence of the company.
31) CORPORATE SOCIAL RESPONSIBILITY
The Board in compliance with the provisions of Section 135(1) of the Companies Act2013 and rules made thereunder has constituted CSR Committee with Mr. Kashinath R. DholeIndependent Director Mr. D. Ram Reddy Managing Director and Mr. N. Rajeshwar ReddyJoint Managing Director of the Company as its Members. The CSR policy has been placed onthe Website of the Company and can be accessed through the link:www.balajiamines.com/investor-relations and a brief outline of the CSR Policy and the CSRinitiatives undertaken by the Company during the year as per Annexure prescribed in theCompanies (Corporate Social Responsibility Policy) Rules 2014 have been appended as'Annexure VII' to this Report.
32) FIXED DEPOSITS
Your Company has not accepted any fixed deposits and as such no principal or interestwas outstanding as on the date of the Balance sheet.
33) DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS ORTRIBUNALS IMPACTING THE GOING CONCERN STATUS AND THE COMPANY'S OPERATIONS IN FUTURE
There are no significant and material orders passed by the regulators or courts ortribunals that would impact the going concern status of the Company and its futureoperations.
34) MANAGEMENT DISCUSSION & ANALYSIS
The Management Discussion and Analysis as required under Schedule V of the ListingRegulations forms an integral part of this report.
35) CORPORATE GOVERNANCE
Your Company practices a culture that is built on core values and ethical governancepractices and is committed to transparency in all its dealings. A Report on CorporateGovernance along with a
Certificate from the Statutory Auditors of the Company regarding compliance with theconditions of Corporate Governance as stipulated in Regulations 17 to 27 clauses (b) to(i) of subregulation (2) of Regulation 46 and paragraphs C D and E of Schedule V of theSecurities and Exchange Board of India (Listing Obligations and Disclosure Requirements)Regulations 2015 is annexed to this Report.
36) HUMAN RESOURCES
Your Company considers its Human Resource as the major strength to achieve itsobjectives. Keeping this in view your Company takes all the care to attract train andretain well qualified and deserving employees. The employees are sufficiently empoweredand enabled to work in an environment that inspires them to achieve higher levels ofperformance. The unflinching commitment of the employees is the driving force behindfulfilling the Company's vision. Your Company appreciates the contribution of itsdedicated employees.
37) DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTIONPROHIBITION AND REDRESSAL) ACT 2013
The Company has in place an Anti'-Sexual Harassment Policy in line with therequirements of the Sexual Harassment of Women at the Workplace (Prevention Prohibition& Redressal) Act 2013. Internal Complaints Committee (ICC) has been set up to redresscomplaints received regarding sexual harassment. All employees (permanent contractualtemporary trainees) are covered under this policy.
The following is a summary of sexual harassment complaints received and disposed ofduring the year:
Your Directors express their sincere appreciation to the customers members dealersemployees bankers State and Central Government Stock Exchanges and all stakeholders fortheir cooperation and confidence reposed in the Company.
For and on Behalf of the Board of Directors