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Balmer Lawrie Investment Ltd.

BSE: 532485 Sector: Financials
NSE: N.A. ISIN Code: INE525F01017
BSE 13:34 | 27 Jun 369.10 1.55
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NSE 05:30 | 01 Jan Balmer Lawrie Investment Ltd
OPEN 370.00
PREVIOUS CLOSE 367.55
VOLUME 2159
52-Week high 498.70
52-Week low 357.10
P/E 12.30
Mkt Cap.(Rs cr) 819
Buy Price 368.05
Buy Qty 1.00
Sell Price 369.10
Sell Qty 312.00
OPEN 370.00
CLOSE 367.55
VOLUME 2159
52-Week high 498.70
52-Week low 357.10
P/E 12.30
Mkt Cap.(Rs cr) 819
Buy Price 368.05
Buy Qty 1.00
Sell Price 369.10
Sell Qty 312.00

Balmer Lawrie Investment Ltd. (BALMERLAWINV) - Director Report

Company director report

To the Members

Your Directors have the pleasure in presenting the 20thAnnual Report of the Company along with the audited Financial Statement for the FinancialYear ended 31st March 2021 and other allied statements/disclosures as requiredas per the applicable statute.

Overview of the State of the Company's Affairs

Your Company's performance is primarily dependent upon twofactors one being the dividend received from its subsidiary Balmer Lawrie & Co.Ltd. (BL) and the other being the interest received from deployment of surplus funds withScheduled Commercial Banks.

During the year under review i.e. 2020-21 there was decrease ininterest income and increase in dividend income and accordingly the total income of yourCompany marginally increased by around Rs.19.60 Lakh as compared to the last FinancialYear i.e. 2019-20. The amount of dividend income received from the subsidiary during theyear under review was at an enhanced rate.

The summary of comparative annual financial results for the year underreview i.e. 2020-21 and the immediately preceding Financial Year i.e. 2019-20 hasbeen furnished below:

Financial Summary

(Rs. in Lakh)

Particulars Year ended 31 st March 2021 Year ended 31st March 2020
Profit before Tax 8612.63 8580.14
Less: Provision for Tax 150.47 222.60
Net Profit 8462.16 8357.54

Transfer to Reserves

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

Share Capital

The paid-up Equity share capital of the Company as on 31stMarch 2021 stood at Rs.221972690 (at same value in the previous year). During the yearunder review the Company has not issued any share with differential voting rights nor hasgranted any stock options or sweat equity shares.

Dividend

The Board recommend a dividend of 380% i.e. Rs. 38.00/- (RupeesThirty Eight only) per equity share of Rs.10/- each fully paid-up for the Financial Yearended 31st March 2021 (as against 375% i.e. Rs. 37.50/- per equity share forthe previous Financial Year ended 31st March 2020). The dividend if declaredby the shareholders at the ensuing 20th Annual General Meeting (AGM) will bepaid either 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 the cut-off date i.e. 21stSeptember 2021 (End of Day) fixed for the purpose within 30 days from the date of suchdeclaration. 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 21st September 2021 (End of Day) fixed as cut-off date for the purpose.

Appropriation

The amount available for appropriations for the Financial Year 2020-21as compared to the immediately preceding Financial Year 2019-20 are given hereunder:

(Rs. in Lakh)

STANDALONE FINANCIAL RESULTS CONSOLIDATED FINANCIAL RESULTS*
Particulars 2020-21 2019-20 2020-21 2019-20
PAT 8462.16 8357.54 7972.59 10571.61
Add: Transfer from
Profit & Loss Account 9041.79 8231.33 73586.49 70106.01
Total amount available for Appropriation 17503.95 16588.87 81559.08 80677.62
Appropriations:
Dividend paid @ 375% in FY 2020-2021 and @ 340% in FY 2019-20 8323.98 7547.08 8323.98 7547.07
Corporate Tax on Dividend - - - 1593.38
Transfer to General Reserve - - - -
Other Adjustment - - 88.73 -2049.32
Minority interest / Foreign Exchange - - - -
Conversion Reserve etc.
Surplus carried forward to next year 9179.97 9041.79 73146.37 73586.49
Total of Appropriations 8323.98 7547.08 8412.71 7091.13

 

* The Board's Report is based on standalone financial statementsof the Company and this information is given as an added information to the members.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OFTHE COMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR AND THE DATE OF THE REPORT

As stated earlier Company's performance is primarily dependentupon two factors one being the dividend received from its subsidiary Balmer Lawrie& Co. Ltd. (BL) and the other being the interest received from deployment of surplusfunds with Scheduled Commercial Banks. The spread of COVID-19 pandemic has severelyaffected the businesses around the globe. In many countries including India there hasbeen severe disruption to regular operations due to lock-downs disruptions intransportations supply chain travel bans quarantines social distancing and otheremergency measures. The Company has been constantly updating its shareholders about thepossible impact of COVID-19 on its business financial position and liquidity. Thedisclosures made by Balmer Lawrie & Co. Ltd. (our subsidiary) from time to time wouldbe essential to determine the consequent financial position of the Company in turn infuture.

Deposits with Bank

Surplus funds of the Company have been deployed in various FixedDeposit Schemes of the Scheduled Commercial Banks. As on 31st March 2021 thetotal amount of deployments in the Fixed Deposit Schemes is Rs. 13967.03 Lakh which inturn has yielded an interest income of Rs. 764.09 Lakh during the year ended 31stMarch 2021 (Rs 938.83 Lakh for the year ended 31st March 2020).

Management Discussion and Analysis Report

Your Company is not engaged in any other business activity except tohold the equity shares of Balmer Lawrie & Co. Ltd. and accordingly matters to becovered under ‘Management Discussion and Analysis Report' are notapplicable to your Company.

Report on Subsidiary Companies and their contribution to the overallperformance of the Company during the year

In terms of Section 2(87) of the Companies Act 2013 (‘theAct') your Company has three subsidiary companies namely Balmer Lawrie & Co.Ltd. (‘BL') Balmer Lawrie (UK) Ltd. (‘BLUK') and Visakhapatnam PortLogistics Park Limited (‘VPLPL'). By virtue of shareholding in BL (61.8%) yourCompany is the holding Company of BL. BL in turn has 2 subsidiaries BLUK and VPLPL. Abrief 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.159276.79 Lakh during 2020-21 as againstRs.161216.14 Lakh in 2019-20 registering a decrease of approximately 1.20% over the lastyear. It also recorded a Profit Before Tax of Rs. 15664.97 Lakh in 2020-21 as against Rs.23244.21 Lakh in 2019-20. BL's Board of directors have recommended a dividend of Rs.6 per equity share for FY 2020-21.

Balmer Lawrie (UK) Ltd. [BLUK]

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

After exiting these businesses BLUK has been utilizing the proceeds tofund other business opportunities. BLUK had 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 thepaid-up equity share capital of the joint venture company. Balance 50% of the paid-upshare capital of PTBLI is subscribed by PT. Imani Wicaksana of Indonesia. PTBLI is engagedin the manufacture and marketing of greases and other lubricants in Indonesia. Theoperations at the plant have now stabilized and the JV is actively trying to get afoothold in the challenging Indonesian lube market.

During the year 2018-19 Balmer Lawrie & Co. Ltd. had initiatedsteps for closing of operations of BLUK and is in the process of getting necessarystatutory clearances for closure from the authorities in the United Kingdom. As a part ofthis process the shares of PTBLI held by BLUK were transferred to Balmer Lawrie &Co. Ltd. during the year 2018-19. It is expected that the process of voluntary winding ofBLUK would be completed during the Financial Year 2021-22.

Visakhapatnam Port Logistics Park Limited [VPLPL]

Balmer Lawrie & Co. Ltd. (‘BL') was looking for anexpansion in the area of logistics operations and in the year 2013-14 was able tocrystallise a deal with Visakhapatnam Port Trust (VPT) where VPT had agreed to provide 53acres of its land at Visakhapatnam on a long term 30 years lease basis for development ofa modern logistics solutions hub under one roof which is commonly termed as"Multimodal Logistics Hub".

BL and VPT then formed a joint venture Company in the name of"Visakhapatnam Port Logistics Park Limited" (VPLPL) which got incorporated on24th July 2014 under the Companies Act 2013. In the equity capital of VPLPLBL and VPT contributed in the ratio of 60:40 where BL paid its part of the equitycontribution in cash whereas VPT paid its part of equity contribution in the form otherthan cash which is equivalent to upfront lease rentals of 30 years lease for its 53 acresof land. The main objective of this JVC is to build and operate a Multimodal Logistics Hub(MMLH) facility comprising mechanised warehouses specialised/temperature controlledstorage solutions facilities for mechanised material handling and intermodal transferbetween container terminals bulk/break – bulk cargo terminals. This hub providesfacility to handle both bonded and non-bonded cargo coupled with offering of value addedservices such as customs clearance sorting/grading/aggregation/disaggregation etc. tohandle freight. The unit is also having rail connectivity of 1.30 KM length where 4 rakescan be handled in a day.

VPLPL has engaged a core and structured sales and operations team forbusiness development and efficient execution. The mechanised warehouse facility of the JVCcovering around 2.5 acres had an average utilization of 67% during the year under reviewi.e. financial year 2020-21. This facility is witnessing a good business opportunity andthe JVC is expecting an average utilization of 90% during the current financial year. TheJVC also offers temperature controlled facility equipped with frozen & chilledchambers with a capacity of handling 3780 pallets which contributed 25% of the overallrevenue of the JVC.

The JVC during the year under review experienced a significant increasein demand of its open yard due to its location advantage convenience of handling cargosand modern operational solution. The customers for this particular business ranges fromprivate entities to PSUs. During the year under review this facility has contributedaround 45% of the total revenue of the JVC. The railway siding facility was able to caterto the growing demands of steel and aluminium exports from

Visakhapatnam Port and 129 rakes carrying this cargo were handled atthe facility during the year. It is pertinent to mention that both the JV partnerscomplement each other in attracting business for the JVC.

VPLPL despite having CFS/ICD infrastructure is not able to handle EXIMcargo due to non-receipt of CFS/ICD license which they had applied in March 2017. TheMinistry of Finance vide its Circular no. 50/2020 dated 5th November 2020 hasbrought out a new policy and procedures for setting up of the new CFS/ICD/AFS. VPLPL tookthe advantage of the relaxations granted under the said policy and applied for its CFSlicense for the second time in May 2021.

During the year under review i.e. 2020-21 VPLPL was able to generatetotal revenue of Rs. 9.34 crores as against Rs. 4.71 crores earned in the previous year2019-20. However due to depreciation and interest on borrowing VPLPL ended up the year2020-21 with a loss of Rs. 12.59 crores which is slightly lower compared to the previousyear's loss of Rs. 16.04 crores.

Financial Statements of Subsidiary Companies

The Financial Statements and Results of your Company have been dulyconsolidated with its Subsidiaries Associates and Joint Ventures pursuant to applicableprovisions of the Companies Act 2013 & Companies (Indian Accounting Standard) Rules2015 (as amended) the Listing Regulations and Indian Accounting Standards (Ind-AS).Further in line with first proviso to Section 129(3) of the Companies Act 2013 read withthe Rules thereon Consolidated Financial Statements prepared by your Company includes aseparate Statement in Form ‘AOC-1' containing the salient features of theFinancial Statement of your Company's Subsidiaries Associates & Joint Ventures(as applicable) which forms part of the Annual Report.

However separate audited accounts in respect of each of its subsidiaryshall be placed on the website of the Company – www.blinv.com. Further a copy ofseparate audited financial statements in respect of each of the subsidiary shall beprovided on requisition of any shareholder of the Company.

CESSATION / CHANGE IN JOINT VENTURES/ SUBSIDIARIES/ ASSOCIATE COMPANIESDURING THE YEAR

During the year 2018-19 Balmer Lawrie & Co. Ltd. had initiatedsteps for closing of operations of BLUK and is in the process of getting necessarystatutory clearances for closure shortly from the authorities in the United Kingdom. Itmay be expected that the process of voluntary winding of the company would be completedduring the Financial Year 2021-22.

Deposits

Your Company has neither accepted nor is holding any deposits from thepublic during the Financial Year 2020-21 and no deposit remained unpaid or unclaimed atthe end of Financial Year and there was no instance of default in repayment of deposits orinterests thereon during the financial year and there are NIL deposits which not incompliance with the requirements of Chapter V of the Companies Act 2013. Further theCompany shall not be accepting any deposits in Financial Year 2021-22.

Compliance of Right to Information Act 2005

Information which are mandatorily required to be disclosed under theRTI Act 2005 have been disclosed on the website of your Company. The report on receiptand disposal of RTI applications during the financial year 2020-21 is as under:

Opening Balance as on 01.04.2020 Received during the Year (including cases transferred to other Public Authority) No. of cases transferred to other Public Authorities Decisions where request/ appeals rejected Decisions where requests/ appeals accepted Closing balance as on 31.03.2021
(a) (b) (c) (d) (e) (f) (g)
Requests 0 10* 0 2 8 0
First Appeals 0 0 0 0 0 0

 

*These requests were received online through RTI Request & AppealManagement Information System hence the fee is collected by Department of Personnel &Training Government of India.

Conservation of Energy Technology Absorption and Foreign ExchangeEarnings & Outgo

Since the Company does not have any business other than to hold sharesof Balmer Lawrie & Co. Ltd. the reporting of Conservation of Energy TechnologyAbsorption as per Rule 8(3) of the Companies (Accounts) Rules 2014 is not applicable foryour Company. The details pertaining to Foreign Exchange Earnings and Outgo are enumeratedas under: NIL

Risk Management Policy

The Company does not have any business apart from holding the shares ofBalmer Lawrie & Co. Ltd. offloaded by IBP Ltd. and is a Special Purpose Vehicle formedfor temporary purpose. Hence the requirement of laying down procedures for riskassessment and minimization is not applicable. Further as per Regulation 21 of Securitiesand Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations2015 pertaining to Risk Management Committee is not applicable to your Company.

Directors' Responsibility Statement

In terms of provisions of Section 134(3) &134(5) of the CompaniesAct 2013 your Board 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 consistently and madejudgments and estimates that were reasonable and prudent so as to give a true and fairview of the state of affairs of the Company at the end of the Financial Year and of theprofit and loss of the Company for that period; (iii) the Directors had taken proper andsufficient care for the maintenance of adequate accounting records in accordance with theprovision of the Act for safeguarding the assets of the Company and for preventing anddetecting fraud and other irregularities; (iv) the Directors had prepared the annualaccounts on a going concern basis; (v) the Directors had laid down internal financialcontrols to be followed by the Company and that such internal financial controls areadequate and were operating effectively; (vi) the Directors have devised proper systems toensure compliance with the provisions of all applicable laws and that such systems areadequate and operating effectively.

Corporate Governance

Your Company has been consistently complying with the variousRegulations and Guidelines of the Securities & Exchange Board of India (SEBI) as wellas of Department of Public Enterprises (DPE).

Pursuant to the said SEBI Regulations and DPE Guidelines a separatesection 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 the SEBIGuidelines and also do not contradict any of the provisions of the SEBI Guidelines arealso complied with.

Further your Company's Statutory Auditors have examinedcompliance of conditions of Corporate Governance and issued a certificate which isannexed to this Report and marked as Annexure-2.

Directors & Key Managerial Personnel (KMP) and meetings of theBoard during the year Directors and Key Managerial Personnel

As on 31st March 2021 the Board of your Company consistedof the following five Directors: a. Shri Sandip Das Non-Executive Director Non-Independent Director Chairperson Ex-officio member. b. Smt. Perin Devi GovernmentNominee Director Non-Executive Woman Director. c Shri Mrityunjay Jha Government NomineeDirector Non-Executive Director. d Shri Ajay Singhal Non-Executive Independent Directorand e Smt. Shilpa Shashikant Patwardhan Non-Executive Independent Director The Companyhas only one KMP i.e. Company Secretary. The Company does not have any MD/Whole timedirector or CFO.

Meetings of the Board during the year

The details of the meetings of the Board held during the year have beenenumerated in the Corporate Governance Report marked as Annexure – 1.

Directors retired/appointed/resigned during the year

 

Appointments

Shri Sandip Das (DIN: 08217697) was appointed as an AdditionalDirector as per the applicable provisions of the Companies Act 2013 and allied Rules viaResolution by Circulation dated 4th May 2020 which was effective from 5thMay 2020 and in line with letters bearing reference no. P-21014/1/2006-Mkt dated 16thApril 2010 and CA-31024/2/2018-PNG (25059) dated 20th January 2020 receivedfrom Ministry of Petroleum & Natural Gas (MOP&NG). Thereafter Shri Sandip Das wasappointed as Non-Executive Non-Independent Director (Ex-Officio) by the shareholders atthe 19th AGM of the Company held on 25th September 2020. ShriMrityunjay Jha (DIN: 08483795) was appointed as an Additional Director as per theapplicable provisions of the Companies Act 2013 and allied Rules via Resolution byCirculation dated 8th January 2021 which was effective from 14thJanuary 2021 and in line with letter bearing reference no. C-31033/1/2016-CA/FTS: 42979dated 11th December 2020 received from Ministry of Petroleum & Natural Gas(MOP&NG).

Cessation

Shri Shyam Sundar Khuntia attained superannuation on close of businesshours on 30th April 2020 and his directorship as Director (Finance) in BalmerLawrie & Co. Ltd. (subsidiary of Balmer Lawrie Investments Limited) ceased w.e.f. 1stMay 2020. Accordingly Shri Khuntia ceased to be Director of the Company.

Shri Shyam Singh Mahar ceased to be Non-Executive Government NomineeDirector of the Company with effect from 14th January 2021 owing towithdrawal of his nomination by the Administrative Ministry- Ministry of Petroleum &Natural Gas (MOP&NG) Government of India.

Board Evaluation and Criteria for evaluation

Your Company being a Government Company - vide Notification No. GSR463(E) dated 5th June 2015 as amended by Notification No. GSR 582(E) dated 13thJune 2017 and notification No. GSR 802(E) dated 23rd February 2018 has beenexempted from applicability of section 134(3)(p) and 178(2) (3) and (4) of the CompaniesAct 2013.

Declaration by Independent Director

Your Company has received a declaration from the Independent Directorsof the Company confirming that they meet the criteria of independence prescribed under theAct and the SEBI (LODR) Regulations 2015.

Audit Committee

The Committee as of 31st March 2021 consisted of 3 membersand all of them including the Chairperson of the Committee were Non-Executive Directors.

As of 31st March 2021 the following were the members of theCommittee:

Names Position held
Shri Ajay Singhal Independent Director Chairperson
Shri Sandip Das Non-Executive Director Member
Smt. Shilpa Shashikant Patwardhan Independent Director Member

All the members of the Audit Committee are financially literate andsome members possess accounting/ financial management expertise also. The CompanySecretary acts as the Secretary to this Committee.

There were no such instances where the Board had not accepted anyrecommendation of the Audit Committee.

Related Party Transactions

Your Company adopted a policy on "Related Party Transactions"with effect from 28th March 2015. The said Policy was amended vide resolutiondated 10th February 2020 to bring it in line with the amendment in theprovisions of Companies Act 2013 and SEBI (LODR) Regulations 2015 and has been uploadedon the website of the Company and is available on the following link :http://www.blinv.com/Pdf/Related%20Party%20Transactions%20Policy.pdf

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

Particulars of contracts and arrangements with Related Parties referredunder section 188(1) of the Companies Act 2013

The particulars of contracts and arrangements with Related Partiesreferred under section 188(1) of the Companies Act 2013 in the prescribed form is asunder:

Form No. AOC 2

1. Details of contracts and arrangements or transactions not atarm's length basis – NIL. All the contracts and arrangements or transactionswith Related Parties during the year ended 31st March 2021 were on arm'slength basis.

2. Details of material contracts or arrangement or transactions atarm's length basis – NIL. None of the transactions with Related Party can beconsidered as "material" as per the policy on - Materiality of Related PartyTransactions and dealing with Related Party Transactions adopted by the Company.

All contracts or arrangement entered into under Section 188(1) of theCompanies Act 2013 has been enumerated in details in Note no. 31 of Financial Statementsin compliance with the applicable accounting standards thereby forming part of thefinancial statement as on 31st March 2021.

Justification on the Related Party Transactions entered

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

• The Company was formed as a Special Purpose Vehicle with noregular business activity on 20th September 2001 with the sole objective ofholding the Equity shares of BL transferred / de-merged from IBP Co. Ltd. (under thescheme of Arrangement & Reconstruction);

• The major source of income of your Company is dividend earnedfrom its subsidiary BL.

• The Company has no employees of its own including the CompanySecretary who is deputed from the subsidiary Company.

Particulars of Loans Guarantees or Investments under Section 186 ofthe Companies Act 2013

Details of investments made by the Company in other company isenumerated in Note 7 of Financial Statement.

Auditors

The Statutory Auditors of your Company (being a ‘GovernmentCompany') are appointed by the Comptroller & Auditor General of India(‘CAG') under Section 139 and other applicable provisions of the Companies Act2013. Pursuant to Section 142 and other applicable provisions of the Companies Act 2013the remuneration of the Statutory Auditors for the year 2021-22 is to be determined by themembers at the ensuing 20th Annual General Meeting.

Report of the Statutory Auditor

The Report of the Statutory Auditors on Annual Accounts of your Companyfor Financial Year ended 31st March 2021 does not have any reservationqualification or adverse remark. Report of the Statutory Auditors is attached with theFinancial Statement. The office of the Comptroller & Auditor General of India(‘CAG') had decided to (conduct/not to conduct) the supplementary audit of thefinancial statements of the Company for the year ended 31st March 2021. TheCAG has commented that nothing significant has come to their knowledge which would giverise to any comment upon or supplement to statutory auditor's report. Thecommunication 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 CompanySecretaries 159 Rabindra Sarani 9th Floor Kolkata 700007 as SecretarialAuditor in compliance with the provisions of Section 204 of the Companies Act 2013. TheReport of Secretarial Auditor is annexed and marked as Annexure-4.

The response of management to the observations to qualificationobservations or remarks of the Secretarial Auditors is as under:

Observation /Comment/ Qualification of the Secretarial Auditors Clarification from the Management
1 The composition of the board of directors is not in compliance with the provisions of Regulation 17(1) of SEBI We are a Government Company and as is evident from our shareholding pattern President of India has a majority shareholding in our Company.
(Listing Obligations and Disclosure Requirements) Regulations 2015. 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 (MOP&NG) being the administrative Ministry directs us every time there is a change in appointment of Directors is required. The direction of MOP&NG is awaited.
The Company has no employee of its own except the Company Secretary whose services have been seconded from its subsidiary pursuant to a Service Agreement between the Company and Balmer Lawrie & Co. Ltd.
It may be pertinent to mention that MCA vide GSR dated 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 composition of the audit committee was not in compliance with the provisions of Regulation 18(1) of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015. Same as explanation provided in Serial No.1 This composition was brought in line with the applicable provisions w.e.f. 29th June 2020

Adequacy of Internal Financial Controls

The Company has inter-alia taken the following measures toensure that an adequate internal financial control exists:

- Appointment of Internal Auditor as per Section 138 read with Rule 13of the Companies (Accounts) Rules 2014 as well as Secretarial Auditor as per Section 204of the Companies Act 2013.

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

• Policy on ‘Related Party Transactions';

• Policy for determining ‘Material subsidiaries';

• "Code of Practices and Procedures for Fair Disclosure ofUnpublished Price Sensitive Information" and

• "Code of Conduct to Regulate Monitor and Report Trading byDesignated Persons and immediate relative of Designated Persons".

• "Vigil Mechanism/ Whistle Blower Policy of theCompany."

Details of Significant and Material Orders passed by the RegulatorsCourts and Tribunals

No significant or material orders were passed by the Regulators orCourts or Tribunals which impact the going concern status and Company's operations infuture.

Vigilance Cases

No vigilance cases were reported disposed off nor there are any suchcases pending during the year.

Constitution of Internal Committee

The Company has no employees of itsown. The requirement of InternalCommittee 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 toyour Company.

Procurement from MSMEs

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

Extract of Annual Return and Weblink

In terms of Section 92 of the Companies Act 2013 read with Rules madethereunder the Company shall place a copy of the Annual Return (MGT-7) on the website ofthe Company www.blinv.com after filing the same with Ministry of Corporate Affairs.

Compliance with Secretarial Standards

The Company is in compliance with Secretarial Standard-1 andSecretarial Standard-2

Business Responsibility Report

Your Company is not engaged in any other business activity except tohold the equity shares of Balmer Lawrie & Co. Ltd. and accordingly matters to becovered under Business Responsibility Report are not applicable to your Company.

Appreciation

Your Directors wish to place on record their appreciation for thecontinued guidance and support extended by the Ministry of Petroleum & Natural Gas& and other Ministries. Your Directors also acknowledge the valuable support andservices provided by BL. Your Directors appreciate and value the trust imposed upon themby the members of the Company.

Registered Office: On behalf of Board of:
21 Netaji Subhas Road Balmer Lawrie Investments Ltd.
Kolkata-700 001 [Shri Sandip Das] [Perin Devi]
Director Director
Date: 10 August 2021 (DIN 08217697) (DIN 07145051)

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