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Balmer Lawrie Investment Ltd.

BSE: 532485 Sector: Financials
NSE: N.A. ISIN Code: INE525F01017
BSE 00:00 | 26 Feb 411.90 0.70
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NSE 05:30 | 01 Jan Balmer Lawrie Investment Ltd
OPEN 410.00
PREVIOUS CLOSE 411.20
VOLUME 10467
52-Week high 448.80
52-Week low 270.00
P/E 10.78
Mkt Cap.(Rs cr) 914
Buy Price 411.90
Buy Qty 6.00
Sell Price 411.90
Sell Qty 4.00
OPEN 410.00
CLOSE 411.20
VOLUME 10467
52-Week high 448.80
52-Week low 270.00
P/E 10.78
Mkt Cap.(Rs cr) 914
Buy Price 411.90
Buy Qty 6.00
Sell Price 411.90
Sell Qty 4.00

Balmer Lawrie Investment Ltd. (BALMERLAWINV) - Director Report

Company director report

To the Members

Your Directors have the pleasure in presenting the 18th Annual Report of theCompany along with the audited Financial Statement for the Financial Year ended 31stMarch 2019 and other allied statements/disclosures as required as per the applicablestatute.

Overview on the State of the Company's Affairs

Your Company's performance is primarily 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. 2018-19 there was marginal increase ininterest rates which was accompanied with increase in the total amount of bank depositsmade the total income of your Company increased by around 41% as compared to the lastFinancial Year i.e. 2017-18. The amount of dividend income received from the subsidiaryduring the year under review was at an enhanced rate.

The summary of comparative annual financial results for the year under review i.e.2018-19 and the immediately preceding Financial Year i.e. 2017-18 has been furnishedbelow:

Financial Summary

(Rs in Lakh)
Particulars Year ended 31st March 2019 Year ended on 31st March 2018
Profit before Tax 7818.90 5545.89
Less: Provision for Tax 228.00 182.00
Net Profit 7590.90 5363.89

Transfer to Reserves

The Board of Directors have decided not to transfer any amount to reserves.

Share Capital

The paid up Equity share capital of the Company as on 31st March 2019 stoodat Rs 221972690 (at same value in the previous year). During the year under review theCompany has not issued any share with differential voting rights nor has granted any stockoptions or sweat equity shares.

Dividend

The Board recommended a dividend of 340% i.e. Rs 34.00/- (Rupees Thirty four only)per Equity share of the face value Rs 10/- each fully paid-up for the Financial Yearended 31st March 2019 (as against 240% i.e. Rs 24/- per Equity share for theprevious Financial Year ended 31st March 2018). The dividend if declared bythe shareholders at the ensuing 18th Annual General Meeting (AGM) will be paideither by way of warrant demand draft or electronic mode and will be paid to thoseShareholders who would be holding shares of the Company as on 11th September2019 (End of Day) fixed as cut-off date for the purpose within 30 days from the date ofsuch declaration. 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. ason 11th September 2019 (End of Day) fixed as cut-off date for the purpose.

Appropriation

The amount available for appropriation is the sum total of Profit after Tax (PAT) andthe balance Profit brought forward from the previous Financial Year(s). The amountavailable for appropriations for the FY 2018-19 as compared to the immediately precedingFY 2017-18 are given hereunder:

(Rs in Lakh)
Particulars 2018-19 2017-18
PAT 7590.90 5363.89
Add: Balance Profit brought forward from the preceding Financial Year 5967.77* 4377.42*
Less: Dividend paid during the year 5327.34* 3773.54*
Amount Available for appropriations 8231.33 5967.77

 

(Rs in Lakh)
Particulars 2018-19 2017-18
Dividend recommended @ 340% in FY 2018-19 Dividend declared @ 240% in FY 2017-18 7547.07 5327.34
Corporate Tax on Dividend - -
Transfer to Reserve Fund - -
Surplus carried forward to the next year 684.25 640.43

* Ministry of Corporate Affairs vide its Notification No. G.S.R. 364 (E) dated 30thMarch 2016 has issued Companies (Accounting Standards) Amendment Rules 2016 therebyinter-alia amending AS 4. PARA 14 of the amended Accounting Standard - 4 state that"If an enterprise declares dividends to shareholders after the balance sheet datethe enterprise should not recognise those dividends as a liability at the balance sheetdate unless a statute requires otherwise. Such dividends should be disclosed innotes."- The aforesaid amendment came into effect in respect of accounting periodscommencing on or after April 1 2017.

Deposits with Bank

Surplus funds of the Company have been deployed in various Fixed Deposit Schemes of theScheduled Commercial Banks. As on 31st March 2019 the total amount ofdeployments in the Fixed Deposit Schemes is Rs 13050.00 Lakh which in turn has yielded aninterest income of Rs 855.02 Lakh during the year ended 31st March 2019 (Rs671.80 Lakh for the year ended 31st March 2018).

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 ‘ManagementDiscussion and Analysis Report' are not applicable to your Company.

Report on Subsidiary Companies and their contribution to the overall performance of theCompany during the year

In terms of Section 2(87) of the Companies Act 2013 (‘the Act') your Company hasthree subsidiary companies namely Balmer Lawrie & Co. Ltd. (‘BL') BalmerLawrie (UK) Ltd. (‘BLUK') and Visakhapatnam Port Logistics Park Limited (VPLPL). Byvirtue of shareholding in BL (61.8%) your Company is the holding Company of BL. BL inturn has 2 subsidiaries BLUK and VPLPL.

A brief write up about the Subsidiaries inter-alia reporting about its performance andfinancial position and other significant events is presented hereunder:

Balmer Lawrie & Co. Ltd. (BL)

BL recorded net turnover of Rs 185672.35 Lakh during 2018-19 as against Rs 179600.39Lakh in 2017-18 registering an increase of approximately 3% above last year. It alsorecorded a Profit Before Tax of Rs 28010.48 Lakh in 2018-19 as against Rs 26111.51 Lakh in2017-18. The increase being attributable to improved performance of various SBUsparticularly SBU: Travel & Vacations Grease & Lubricants and higher dividendincome during 2018-19.

Balmer Lawrie (UK) Ltd. [BLUK]

Balmer Lawrie (UK) Ltd. (‘BLUK') is a 100% subsidiary of Balmer Lawrie & Co.Ltd. incorporated in the UK. The subsidiary had previously been engaged in the business ofLeasing & Hiring of Marine Freight Containers as also in Tea Warehousing Blending& Packaging.

After exiting these businesses BLUK has been utilizing the proceeds to fund otherbusiness opportunities. BLUK has to date invested approximately US$ 2.01 Millionequivalent to Indonesian Rupiah 21.0 Billion in PT Balmer Lawrie Indonesia (PTBLI) -having its registered office at Jakarta Indonesia - which represents 50% of the paid - upequity share capital of the joint venture company. Balance 50% of the paid up sharecapital of PTBLI is subscribed by PT. Imani Wicaksana of Indonesia. PTBLI is engaged inthe manufacture and marketing of greases and other lubricants in Indonesia. The operationsat the plant has now stabilized and the JV is actively trying to get a foothold in thechallenging Indonesian lube market.

During the year under review steps were initiated for closing of operations of BLUKand is in the process of getting necessary statutory clearances from authorities in theUnited Kingdom. As a part of this process the shares of PTBLI has been transferred toBalmer Lawrie & Co. Ltd. during the year under review. It may be expected that theprocess of voluntary winding of the company would be completed during 2019-20.

Visakhapatnam Port Logistics Park Limited [VPLPL]

As part of the Strategic plan Balmer Lawrie & Co. Ltd. (BL) has been consistentlylooking for opportunities for growth in the Logistics sector. In this context a JointVenture was formed in the name of VPLPL with Visakhapatnam Port Trust (VPT) contributing40% of equity and the remaining 60% being funded by BL to set up a Multi Modal LogisticsHub in Visakhapatnam on a 53 acre land allotted to VPLPL by VPT. This MultiModal LogisticsHub (MMLH) was built to handle both Exim and domestic cargo. Exim area will have CFS /ICD Warehousing Cold Storage/Temperature Controlled Warehouse Open Cargo StorageHazardous & Non-Hazardous Cargo Handling Truck Parking etc. Non-Bonded/non notifiedDomestic area will have Yard for Container Storage General Warehousing Cold StorageOpen Cargo Storage Truck Parking empty container storage Repairs and maintenance areafor containers etc. The unit is also having rail connectivity with a 1.30 KM length trackwhere 4 rakes can be handled in a day. This hub is the only facility to have directconnectivity with the Port for a seamless movement of laden import and export boxes to andfrom the Port to the MMLH. The administration building is of 2500 sq.mt. having modularseating arrangement with all modern amenities providing better experience for thecustomers CHAs etc. During the year the site has been made completely ready for fullfledged operations with all approvals to operate in place. Billings have started butcapacity utilisation is likely to pick up from the third quarter of FY 2019-20.

VPLPL had made an application for grant of CFS licence in May 2017 and has not yet gotthe CFS licence till date. This has been regularly followed up at appropriate level by thecompany. However the facility presently handles all non CFS activities pending thereceipt of the CFS licence.

Financial Statements of Subsidiary Companies

Since the control in BL is intended to be temporary and there is no change in suchintention Consolidated Financial Statements of the Company with BL has not been preparedin terms of para 11(a) of Accounting Standard 21 (AS-21) issued by the Institute ofChartered Accountants of India.

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

Cessation/change in subsidiaries of the Company during the year

During the year under review steps were initiated for closing of operations of BLUKand are in the process of getting necessary statutory clearances from authorities in theUnited Kingdom. As a part of this process the shares of PT Balmer Lawrie Indonesia hasbeen transferred to Balmer Lawrie & Co. Ltd. during the year under review. It may beexpected that the process of voluntary winding of the company would be completed during2019-20.

Deposits

Your Company has neither accepted nor is holding any deposits from the public duringthe FY 2018-19 and no deposit remained unpaid or unclaimed at the end of Financial Yearand there was no instance of default in repayment of deposits or interests thereon duringthe Financial Year and there are NIL deposits which are not in compliance with therequirements of Chapter V of the Companies Act 2013. Further the Company shall not beaccepting any deposits in FY 2019-20.

Compliance of Right to Information Act 2005

Information which are mandatorily required to be disclosed under the RTI Act 2005have been disclosed on the website of your Company. The report on receipt and disposal ofRTI applications during the FY 2018-19 is as under:

Sr. No. Ministry/ Department/ Organisation

Quarter

Opening balance of Requests (as on start of Quarter)

No.of Requests Received during Quarter

Total no.of Requests (Column 4+5)

No.of Requests transferred to other PAs

Decisions where Applications for Information rejected

Number of cases where disciplinary action taken against any officer in respect of administration of RTI Act

Total Amount Collected (fee+ addl. charges+ penalty) (Rs)

No. of times various Provisions were invoked while Rejecting Requests

Relevant Sections of RTI Act 2005

Section 8(1)

Other Sections

(a) (b) (c) (d) (e) (f) (g) (h) (i) (j) (9) (11) (24) (Others)
(1) (2) (3) (4) (5) (6) (7) (8) (9) (10) (11) (12) (13) (14) (15) (16) (17) (18) (19) (20) (21) (22) (23) (24)
1. Balmer Lawrie Investments Limited 1 0 1 1 0 0 0 10 0 0 0 0 0 0 0 0 0 0 0 0 0 0
2 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0
3 0 1 1 0 0 0 10 0 0 0 0 0 0 0 0 0 0 0 0 0 0
4 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0
Total 0 2 2 0 0 0 20* 0 0 0 0 0 0 0 0 0 0 0 0 0 0

*These requests were received online through RTI Request & Appeal ManagementInformation System hence the fee is collected by Department of Personnel & TrainingGovernment of India.

Conservation of Energy Technology Absorption and Foreign Exchange Earnings & Outgo

Since the Company does not have any business other than to hold shares of Balmer Lawrie& Co. Ltd. the reporting of Conservation of Energy Technology Absorption as per Rule8(3) of the Companies (Accounts) Rules 2014 is not applicable for your Company.

The details pertaining to Foreign Exchange Earnings and Outgo are enumerated as under:

NIL

Risk Management Policy

The Company does not have any business apart from holding the shares of Balmer Lawrie& Co. Ltd. offloaded by IBP Ltd. and is a Special Purpose Vehicle formed for temporarypurpose. Hence the requirement of laying down procedures for risk assessment andminimization is not applicable. Further as per Regulation 21 of Securities and ExchangeBoard of India (Listing Obligations and Disclosure Requirements) Regulations 2015pertaining to Risk Management Committee is not applicable to your Company.

Corporate Social Responsibility (CSR)

1) The CSR Policy of the Company was adopted by the Company on 27th January 2017:

The CSR Policy of the Company is as under:

Philosophy

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

Activities to be undertaken

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

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

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

Implementation

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

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

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

CSR Expenditure

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

The CSR Policy of the Company is available at:

http://www.blinv.com/Pdf/CSR%20and%20Sustainability%20Policy.pdf

2. The Corporate Social Responsibility Committee of the Company consist of thefollowing members as on 31st March 2019:

• Smt. Perin Devi Chairperson

• Shri Shyam Sundar Khuntia Member

• Smt. Kiran Vasudeva Member

• Shri Ajay Singhal Member

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

2015-16 2016-17 2017-18
Net Profit as per Companies (Corporate Social Responsibility Policy) Rules 2014 594.09 565.13 614.19
Average of net profit of the Company 591.14

4. Prescribed CSR Expenditure for 2018-19: Rs 11.82 Lakhs (2% of the Average of netprofit for the preceding 3 Financial Years)

5. Details of CSR spent during the Financial Year:

a. Total amount to be spent for the Financial Year - Rs 11.82 Lakhs

b. Amount unspent if any: NIL

c. Manner in which the amount spent during the Financial Year is detailed below:

Sl. No. CSR Project or activity identified Sector in which the project is covered Projects or programs (1) Local area or other (2) specify the State and district where projects or programs were undertaken Amount Outlay (budget) project or programs wise Amount spent on the projects or programs Subheads: (1) Direct expenditure on projects or programs (2) Overheads: Cumulative Expenditure upto the reporting period Amount Spent: Direct or through implementing agency
1 Contribution to Prime Minister's National Relief Fund NA NA Rs 11.82 Lakh Rs 11.82 Lakh Rs 11.82 Lakh Directly

6. Responsibility statement of the CSR Committee:

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

Perin Devi Shyam Sundar Khuntia Kiran Vasudeva Ajay Singhal
Chairperson of CSR Committee Member Member Member

Directors' Responsibility Statement

In terms of provisions of Section 134(3) &134(5) of the Companies Act 2013 yourBoard of Directors to the best of their knowledge and ability confirm that:

(i) in the preparation of the annual accounts the applicable accounting standards hadbeen followed along with proper explanations and there were 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 that period;

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

Corporate Governance

Your Company has been consistently complying with the various Regulations andGuidelines of the Securities and Exchange Board of India (SEBI) as well as of Departmentof Public Enterprises (DPE) to the extent of factors within its control.

Pursuant to the said SEBI Regulations and DPE Guidelines a separate section titled‘Corporate Governance Report' is being furnished and marked as Annexure-1.

The provisions on Corporate Governance under DPE Guidelines which do not exist in theSEBI Guidelines and also do not contradict any of the provisions of the SEBI Guidelinesare also complied with.

Further your Company's Statutory Auditors have examined compliance of conditions ofCorporate Governance and issued a certificate which is annexed to this Report and markedas Annexure-2.

Directors & Key Managerial Personnel (KMP) and meetings of the Board during theyear

Directors and Key Managerial Personnel

As on 31st March 2019 the Board of your Company consisted of the followingfour Directors: a. Shri Shyam Sundar Khuntia Non-Executive Director Ex-officio member

b. Smt. Perin Devi Rao Government Nominee Director Non-Executive Woman Director

c. Smt. Kiran Vasudeva Government Nominee Director Non-Executive Woman Director

d. Shri Ajay Singhal Independent Director

The Company has only one KMP i.e. Company Secretary. The Company does not have anyMD/Whole time director or CFO.

Meetings of the Board during the year

The details of the meetings of the Board held during the year have been enumerated inthe Corporate Governance Report marked as Annexure 1

Directors retired/appointed/resigned during the year Retired

Smt. Perin Devi Rao had been appointed as a Non-Executive Government Nominee WomanDirector on 25th January 2016 by the Board of Directors pursuant to the letterbearing reference no. C-31033/1/2012-CA/ FTS: 18688 dated 2nd January 2016 fromMOP&NG. Thereafter Smt. Perin Devi Rao was appointed as NonExecutive GovernmentNominee Director by the shareholders at the 15th AGM of the Company held on 22ndSeptember 2016 and was reappointed at the 16th AGM held on 14thSeptember 2017. It may be noted that vide OM No. 31033/1/2016-CA /FTS:42979 of theadministrative ministry it was informed that the nomination of Smt. Perin Devi had beenextended till 1st January 2022. At the 18th Annual General Meeting theproposal for reappointment of Smt. Perin Devi Rao who retires by rotation is placed beforethe shareholders.

Appointed

Shri Ajay Singhal was appointed as Independent Director of the Company on 3rdAugust 2018 by the Board in furtherance to the letter No.C-31033/2/2018-CA (22758) dated24th July 2018 received from the Ministry of Petroleum & Natural Gas(MoPNG) Government of India. He was further appointed as an Independent Director of theCompany at the 17th AGM held on 12th September 2018. The profileand other details of Shri Singhal is given in the Corporate Governance Report.

As per letter No.C-31033/1/2016-CA/FTS: 42979 dated 27th May 2019 receivedfrom the Ministry of Petroleum & Natural Gas (MoPNG) Government of India Shri ShyamSingh Mahar (DIN 08511166) had been nominated as Government Nominee Director on the Boardof your Company.

Cessation

During the year 2018-19 no director ceased to be a director. Recently theadministrative ministry of the Company vide letter No.C-31033/1/2016-CA/FTS: 42979 theMoPNG withdrew nomination of Smt. Kiran Vasudeva.

Board Evaluation and Criteria for evaluation

Your Company being a Government Company - vide Notification No. GSR 463(E) dated 5thJune 2015 (as amended) has been exempted from applicability of Section 134(3)(p) and178(2) (3) and (4) of the Companies Act 2013.

Declaration by Independent Director

Your Company has received a declaration from the Independent Director of the Companyconfirming that he meets the criteria of independence prescribed under the Act and theSEBI (LODR) Regulations 2015.

Audit Committee

The Committee as of 31st March 2019 consisted of 4 members and all of themincluding the Chairperson of the Committee are Non-Executive Directors.

As of 31st March 2019 the following are the members of the Committee:

Names Position held
Shri Ajay Singhal Independent Director Chairperson
Smt. Perin Devi Rao Member
Shri Shyam Sundar Khuntia Member
Smt. Kiran Vasudeva Member

The members of the Audit Committee are all financially literate and majority haveexpertise in finance and general management matters. The Company Secretary acted as thesecretary to the Audit Committee.

There were no such instances where the Board had not accepted any recommendation of theAudit Committee.

Related Party Transactions

Your Company adopted a policy on "Related Party Transactions" with effectfrom 28th March 2015. The said Policy was amended vide resolution bycirculation dated 29th March 2019 to bring in line with the amendment in the provisionsof Companies Act 2013 and SEBI (LODR) Regulations 2015 and has been uploaded on thewebsite of the Company and is available on the following link :

http://www.blinv.com/Pdf/Related%20Party%20Transactions%20Policy%20of%20BLIL-new.pdf.

The Policy aims at setting out the materiality thresholds for Related PartyTransactions and the manner of dealing with the transactions between the Company and itsRelated Parties based on the applicable laws.

Particulars of contracts and arrangements with Related Parties referred under section188 (1) of the Companies Act 2013

The particulars of contracts and arrangements with Related Parties referred undersection 188 (1) of the Companies Act 2013 in the prescribed form is as under:

Form No. AOC 2

1. Details of contracts and arrangements or transactions not at arm's length basis -NIL. All the contracts and arrangements or transactions with Related Parties during theyear ended 31st March 2019 were on arm's length basis.

2. Details of material contracts or arrangement or transactions at arm's length basis -NIL. None of the transactions with Related Party can be considered as "material"as per the policy on - Materiality of Related Party Transactions and dealing with RelatedParty Transactions adopted by the Company.

All contracts or arrangement entered into under Section 188(1) of the Companies Act2013 has been enumerated in details in Note no. 24 of Financial Statements in compliancewith the applicable accounting standards thereby forming part of the Financial Statementas on 31st March 2019.

Justification on the Related Party Transactions entered -

• In the year 2002 the Company for the purpose of infrastructure and managementsupport entered into a service contract with its subsidiary Balmer Lawrie & Co. Ltd.(BL) since the Company does not have any infrastructure arrangement or any employee. Thesaid agreement is renewed from time to time pursuant to which the Company receivesservices in nature of administration finance taxation legal secretarial etc from 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 Equityshares of BL 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.

• The Company has no employees of its own including the Company Secretary who isdeputed from the subsidiary Company.

Particulars of Loans Guarantees or Investments under Section 186 of the Companies Act2013

Details of investments made by the Company in other company is enumerated in Note 7 andNote 18 of Financial Statement.

Auditors

The Statutory Auditors of your Company (being a ‘Government Company') areappointed by the Comptroller & Auditor General of India (‘CAG') under Section 139and 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 2019-20 is to be determined by themembers at the ensuing 18th Annual General Meeting.

Report of the Statutory Auditor

The Report of the Statutory Auditors on Annual Accounts of your Company for FinancialYear ended 31st March 2019 does not have any reservation qualification oradverse remark. Report of the Statutory Auditors is attached with the Financial Statement.

The office of the Comptroller & Auditor General of India (‘CAG') had decidedto conduct the supplementary audit of the Financial Statements of the Company for the yearended 31st March 2019. The CAG has commented that in view of the revisionsmade in statutory auditor's report to give effect to some of CAG's audit observationsthey have no further comments to offer upon or supplement to the statutory auditor'sreport. The communication from the CAG in this regard is attached as Annexure 3.

Report of the Secretarial Auditor

The Company also appointed M/s N.K & Associates Practicing Company Secretaries159 Rabindra Sarani 9th Floor Kolkata 700007 as Secretarial Auditor in compliance withthe provisions of Section 204 of the Companies Act 2013. The Report of SecretarialAuditor is annexed and marked as Annexure 4. The response of management to theobservations to qualification observations or remarks of the Secretarial Auditors is asunder:

Sl Observation / Comment / Qualification No. of the Secretarial Auditors Clarification from the Management
1. The Company has not appointed Managing Director/Whole time Director/Manager/CEO and CFO. We are a Government Company and as is evident from our shareholding pattern President of India has a majority shareholding in our Company.
Hence Board Composition is not complied. 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 (MOPNG) being the administrative Ministry directs us every time when a change in appointment of Directors is required.
The Company has no employee of its own including 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 5th 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.
2. The Company has appointed only one Independent Director. Explained in Serial 1 above
3. Owing to Serial 2 above no separate meeting of Independent Directors was held during the Financial Year 2018-19. There was only one Independent Director on the Board of the Company hence no separate meeting of Independent Director was held during the financial year 2018-19.
4. 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 Regulations 18 and 19 of SEBI (Listing Obligations and Disclosure Requirements) Regulation 2015 due to absence of Independent Directors. The Composition of the Committee was a fall out of Serial (1) and (2) above explanation to which has been given.

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 the Companies(Accounts) Rules 2014 as well as Secretarial Auditor as per Section 204 of the CompaniesAct 2013.

- The Company has adopted the following policies apart from the Code of Conductapplicable to Directors and Senior Management:

• Policy on ‘Related Party Transactions';

• 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 DesignatedPersons and immediate relative of Designated Persons".

Details of Significant and Material Orders passed by the Regulators Courts andTribunals

No significant or material orders were passed by the Regulators or Courts or Tribunalswhich impact the going concern status and Company's operations in future.

Vigilance Cases

No vigilance cases were reported disposed off nor there are any such cases pendingduring the year.

Constitution of Internal Complaints Committee

The Company has no employees of its own. The requirement of Internal ComplaintsCommittee under the Sexual Harassment of Women at Workplace (Prevention Prohibition andRedressal) Act 2013 did not arise.

Cost Records

The requirement of maintenance of cost records is not applicable to your Company.

Procurement from MSMEs

The Company is formed for temporary purpose and is not having any business and hencehas neither had taken any target nor made procurement from MSMEs.

Extract of Annual Return and Weblink

An extract of the annual return in the prescribed form MGT 9 is attached to this reportas Annexure 5. Further the Annual Return for 2018-19 as and when filed with theRegistrar of Companies shall be uploaded on the website of the Company - www.blinv.com

Compliance with Secretarial Standards

The Company is in compliance with Secretarial Standard-1 and Secretarial Standard-2.

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.

Registered Office: On behalf of Board of:
21 Netaji Subhas Road Balmer Lawrie Investments Limited
Kolkata-700 001
Date: 13th August 2019 [Shyam Sundar Khuntia] [Perin Devi]
Director Director

.