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Balurghat Technologies Ltd.

BSE: 520127 Sector: Others
NSE: BALURTRANS ISIN Code: INE654B01014
BSE 13:45 | 27 Jul 8.85 -0.43
(-4.63%)
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NSE 05:30 | 01 Jan Balurghat Technologies Ltd
OPEN 9.01
PREVIOUS CLOSE 9.28
VOLUME 24158
52-Week high 14.49
52-Week low 7.20
P/E
Mkt Cap.(Rs cr) 16
Buy Price 8.60
Buy Qty 126.00
Sell Price 8.86
Sell Qty 100.00
OPEN 9.01
CLOSE 9.28
VOLUME 24158
52-Week high 14.49
52-Week low 7.20
P/E
Mkt Cap.(Rs cr) 16
Buy Price 8.60
Buy Qty 126.00
Sell Price 8.86
Sell Qty 100.00

Balurghat Technologies Ltd. (BALURTRANS) - Director Report

Company director report

Dear Shareholders

The Board of Directors is pleased to present the 26th Annual Report of thecompany together with the audited financial statement for the year ended on March 312020.

FINANCIAL RESULTS

The financial performance of the Company for the year ended March 31 2020 aresummarized below:

(Rs. in hundreds)

PARTICULARS 2019 - 2020 2018 - 2019
Profit before Depreciation & Amortization Expenses Finance Costs & Tax Expenses 367398 208076
Less : Finance Cost 145993 58282
Depreciation 43482 37594
Profit before Tax 177293 112200
Less : Current Tax 55350 32701
Deferred Tax Liabilities 2653 -375
Profit for the year 195376 79874
Other Comprehensive Loss -2667 -939
Total Comprehensive Income (Loss) For the Year 192709 78935
Add: Balance in Profit &Loss Account -867276 -946196
Appropriation
Add: Adjustment of Provision of IT
Add: Adjustment of Fixed Asset
Closing Balance -601348 -867276

SUMMARY OF FINANCIAL RESULTS AND PERFORMANCE OF THE COMPANY

Financial Year 2019-2020 was yet another challenging year. In spite of variousconstraints and the challenging environment your Company has performed well. Thehighlights of the performance are as under:

> Revenue from operation increased by 80.64% to 9843978 hundreds for the year asagainst 5449281 hundred of the previous year.

> PBDIT increased by 76.5% to 367398 hundred for the year as against 208076 hundredof the previous year.

> Profit before tax increased by 58.01% to 177293 hundred for the year as against112200 hundred of the previous year.

> Net Profit rise by 144.13 % to 192709 hundred for the year as against 78935hundred of the previous year.

> INDIAN ACCOUNTING STANDARDS

As mandated by the Ministry of Corporate Affairs the Company has adopted IndianAccounting Standards ("Ind AS") from 1st April 2017 with a transition date of1st April 2016. The Financial Results for the year 2019-20 have been prepared inaccordance with Ind AS prescribed under Section 133 of the Companies Act 2013 read withthe relevant rules issued there under and the other recognized accounting practices andpolicies to the extent applicable. The Financial Results for all the periods of 2019-20presented have been prepared in accordance with Ind AS.

DIVIDEND

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

SHARE CAPITAL

The paid up equity share capital as at March 31 2020 is Rs. 17.40818 Crores dividedinto 17408180 equity shares of face value Rs. 10 each. During the year under review theCompany has not issued any equity shares with differential rights or sweat equity sharesor under any employee stock option.

RESERVES

The Company has transferred an amount of Rs. 192709 hundreds to the General Reservewhich is current year's profits and the same is in compliance with the applicableprovisions prescribed under the Companies Act 2013.

THE COMPANY'S WORKING DURING THE YEAR/STATE OF COMPANY'S AFFAIR

The Company has performed well irrespective of highly competitive market. Increase inTurnover by 80.64 % in such market conditions showed company's operational excellence.

CHANGE IN THE NATURE OF BUSINESS

There has been no change in the nature of business.

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

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

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS ORTRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE

There are no significant and material orders passed by the regulators or courts ortribunals impacting

going concern status and company's operations in future.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

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

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

DETAILS OF SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANIES

The company does not have subsidiary companies or associates companies nor has itentered into any joint ventures agreements.

DEPOSITS

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

STATUTORY AUDITORS

M/S R. Venkatarama Aiyar & Co Chartered Accountant Firm has been appointed asstatutory auditor of the Company for a period of five years in the AGM held on 06-09-2017to hold the office till 28th AGM to be held on 2022. The Audit report given bythe Auditor on the Financial Statement of your Company is part of the Annual Report. Therehas been no qualification reservation or adverse remarks given by the Auditor in hisreport.

SECRETARIAL AUDITOR

Pursuant to provisions of section 204 of the Companies Act 2013 and The Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the company hasappointed Ms. Kanchan Maheswari Company Secretary in practice to undertake theSecretarial Audit of the Company for FY 2019-20.The Secretarial Audit report is annexedherewith as “Annexure B”. Secretarial Report does not contain any observationand qualification.

AUDITORS REPORT

The observations made in the Auditor's Report are self-explanatory and do not call forany further comments u/s 134(3) (f) of the Companies Act 2013. The Auditors have not madeany qualifications in their report.

COST RECORDS

Company is not required to maintain cost records under Section 148(1) of the CompaniesAct 2013 EXTRACT OF ANNUAL RETURN

The details forming part of the extract of the Annual Return in form MGT-9 is annexedherewith as “Annexure C”. Web address of the Company is www.balurghat.co.in

MANAGEMENT'S DISCUSSION AND ANALYSIS REPORT

Management's Discussion and Analysis Report for the year under review as stipulated inSEBI (LODR) Regulations 2015 is presented in a separate section forming part of theAnnual 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 foreign exchange outgo of USD 17295 equivalent to Rs. 1203557.00 and EURO 1936 equivalent to Rs. 1 54940.00/- during the period under review.

AUDIT COMMITTEE

As Per Corporate Governance Report annexed hereto

CORPORATE SOCIAL RESPONSIBILITY POLICY

As per the criteria prescribed under section 135 of the Companies Act 2013 the CSR isnot applicable to the Company in respect of the financial year 2019-2020 .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 arm's length basis and were in the ordinary course ofthe business. There are no materially significant related party transactions made by thecompany 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 2014 personnel)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 pursuantto Rule 5(2) Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014the 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.

DIRECTORS

Mrs. Gita Sharma (DIN: 06766560) be and hereby re-appointed as an Independent Directorof the Company to hold office for a further term of 5(five) years upto the conclusion of30th Annual General Meeting of the Company or September 30 2024 whichever isearlier not liable to retire by rotation.

Mr. Mridul Kanti Datta (DIN: 08515786) who was appointed as an Additional Director(NonExecutive & Independent) of the company in Board Meeting held on 14.08.2019 be andhereby appointed as an Independent Director of the Company to hold office for a term of5(five) years upto the conclusion of 30th Annual General Meeting of the Companyor August 13 2024 whichever is earlier not liable to retire by rotation.

Mr. Sushil Kumar Sancheti (DIN: 03281792) has caesed to be the Independent Director ofthe company as his tenure of total 10 Years 2 consecutive terms of 5 years each has cometo an end.

Mr. Rajendra Dugar (DIN: 08187495) Non-Executive Non Independent Director who isliable to retire by rotation as director in accordance with the Companies Act 2013 andbeing eligible offers herself for reappointment at the ensuing Annual General Meeting.

Mr. Ravikant Sethia (DIN: 02769848) who was appointed as an Additional(Whole time)Director of the Company with effect from 18th August 2020 pursuant to Section161 and subject to the ratification and approval of members in due course.

None of the Directors of the company are disqualified for being appointed as Directorsas specified under section 164 of the Companies Act 2013 and the rules made there under

MEETINGS

During the year under review eight Board Meetings and four Audit Committee Meetingswere convened and held the dates and attendance in by each Directors are given in theCorporate Governance Report.

The maximum time gaps between the Meetings were within the period as prescribed underthe Companies Act 2013 and SEBI (Listing Obligations and Disclosure Requirement)Regulations 2015. The details of constitution of the Board and its Committee are given inthe Corporate Governance Report.

DECLARATION BY INDEPENDENT DIRECTORS

All independent directors have given declarations that they meet the criteria ofindependence as laid down under section 149(7) of the Companies Act 2013 and under theextant provisions of the SEBI (Listing Obligation and Disclosure Requirements)Regulations 2015.

BOARD EVALUATION

Pursuant to the provisions of the Section 134(3) (P) Companies Act 2013 and SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015 the Board has carriedout an evaluation of its own performance the directors individually as well as theevaluation of the working of its Audit Nomination & Remuneration Committees. Theperformance evaluation of Non - independent Directors and Board of Directors as a wholeand was satisfied overall. Evaluation Process is based on structured questionnairecovering various aspects of the Board's functioning Board's culture and performance wascirculated to the members of the Board for the financial year 19-20. Based on the responsereceived the Board as a whole the Committees the Chairperson and individual Directorswere separately evaluated in the meeting of the Independent Directors and at the meetingof the Board of Directors. The Board has carried out the performance evaluation of allindependent Directors of the Company and is satisfied with their performance.

NOMINATION AND REMUNERATION POLICY

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

RISK MANAGEMENT POLICY

As per requirement of section 134(3) (n) of the Companies Act 2013 and SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 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 threatens the existence of theCompany.

The Risk Management Policy is available on the website of the companywww.balurghat.co.in VIGIL MECHANISM/WHISTLE BLOWER POLICY

In accordance with the provision of the Companies Act 2013 read with the Rules madetherein and SEBI (Listing Obligations and Disclosure Requirement) Regulations 2015 theCompany believes in the conduct of its affairs in a fair and transparent manner to fosterprofessionalism honesty integrity and ethical behaviors in all its business activitiesand has put in place a mechanism of reporting illegal or unethical behavior. The Companyhas 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.

SEXUAL HARASSMENT

During the year under review there were no cases filed pursuant to the SexualHarassment of Women at Workplace (Prevention Prohibition and Redressal) Act 2013. TheCompany has complied with the requirement of formation of a suitable committee as requiredunder the said act. The Board of Directors and/or the Management of the Company have 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 onarm's 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 transactions and dealing with related partytransactions 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 Company's shares and prohibitsthe purchase or sale of Company shares by the Directors and designated employees while inpossession of unpublished price sensitive information in relation to the Company andduring 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.

STATUTORY DISCLOSURE

None of the Directors of the Company are disqualified as per provision 164(2) of theCompanies Act 2013.Your Directors have made necessary disclosures as required undervarious provisions of the Companies Act 2013 and Listing Regulations.

FRAUDS REPORTED BY AUDITORS

There were no frauds reported by the Auditor under section 143(12) of the CompaniesAct 2013 DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the requirement under section 134(5) of the Companies Act 2013 withrespect to Directors' Responsibility Statement it is hereby confirmed that:

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

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

ii) The directors have selected such accounting policies and applied them consistentlyand made judgments and estimates that were reasonable and prudent so as to give a true andfair view of the state of affairs of the Company at the end of the financial year and ofthe profit or loss of the Company for the

year under review .

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

iv) The directors have prepared the annual accounts on a going concern basis.

v) The directors had laid down internal financial controls to be followed by thecompany and that such internal financial controls are adequate and were operatingeffectively.

vi) The directors had devised proper systems to ensure compliance with the provisionsof all applicable laws and that such system were adequate and operating effectively.

CORPORATE GOVERNANCE

Your Company complies with all the mandatory requirements as stipulated SEBI DisclosureRegulations 2015. 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.

ACKNOWLEDGEMENT

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

By Order of the Board For Balurghat Technologies Limited

Management's Discussion and Analysis

As per SEBI disclosure regulations 34 and (SCHEDULE-V)

(For the Financial Year ended 31st March 2020)

SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 of the listingAgreement stipulates disclosure under specific heads which are given in the followingparagraphs and which continue to be followed in the usual course of the Company's businessover the years in discussion amongst the Directors and other Senior Management Personnel.

a. Industry Structure and Developments

Financial Year 2019-20 was year of challenges marked by economic robustness andpossibilities of upward growth in Transport Sector in India.

Revenue from operation increased by 80.64% to 9843978 hundreds for the year as against5449281 hundred of the previous year PBDIT increased by 76.5% to 367398 hundred for theyear as against 208076 hundred of the previous year. Profit before tax increased by 58.01%to 177293 hundred for the year as against 112200 hundred of the previous year. Net Profitrise by 144.13 % to 192709 hundred for the year as against 78935 hundred of the previousyear

b. Opportunities and Threats: Logistics:

a) Opportunities

Highly Competitive Conditions inherent in industry and the company's ability tocompete. Contemporary economic processes have been accompanied by a significant increasein mobility and high levels of accessibility .Societies have become increasingly dependenton their transport system to support wide variety of activities ranging among others fromsupplying energy needs to distributing parts between manufacturing facilities anddistributing centers.

Credit risk is considered to be low and not overly concentrated due to the strengthdiversity and long standing relation with its customer base. India's transport contributesin growth of industries whose product requires quick marketing. Government's initiativelike development of SEZ logistics parks infrastructure building privatization oftransport operations implementing PPP models etc will encourage private sectorinvestments and lead to greater demand for logistics services.

b) Threats:

Adverse weather conditions that impede the movement of the bulk materials. This alsoincreases BTL's operating cost .This reduces consignee's requirement. The industry isbecoming more competitive with strategic maneuver of companies. Outsourcing solutions intransportation and logistics industry is threat. Smaller companies would continue to beadversely impacted due to low demand for road freight during the slowdown. The company isunable to revise freight rates having an impact on Company's

profitability.

• Opportunities and Threats: Travel & Tourism:

a) Opportunities

The promotion and aggressive marketing measures undertaken by the government isexpected to aid influx of tourists. The industry would also benefit from introduction ofnew forms of tourism and development of niche segments. Opportunities also exist inecotourism adventure tourism and cruise tourism. Ecotourism is increasing in popularityevident in the development of eco-friendly hotels and tour packages. With increasingenvironment awareness and consciousness among tourists and given efforts undertaken by thegovernment and private players the ecotourism segment is expected to record handsomegrowth in the coming years.

b) Threats:

For inbound international tourists visa procedures are seen as a hindrance. Securityhas been a major problem as well for growth of tourism for a number of years. Terroristattacks or political unrest in different parts of the world and within country haveadversely affected sentiments of tourists.

c. Risks and Concerns:

Risks:

? Competition from other players

? Exchange Fluctuation

? Hike in Fuel Prices Concerns:

? Government Polices

? Bad weather Conditions

d. Outlook:

The demand for transport is linked to overall health of Indian economy. As a resultsignificant change in the economy could affect the company's performance. The companycontinues to focus on bulk hauling niche. The company has mitigated risk through customerbase diversification.

Your Company will continue to focus on both development and expansion of markets andshare gains as appropriate to secure competitive growth. Supply Chain Security & RiskManagement will be a key area to prevent disruptions due to factors like weather labourissues.

e. Discussion of Financial Performance:

This has been adequately stated in the Directors' Report.

f. Segment Wise Performance:

The performance in Logistics / Travel Segment has been very encouraging in-spite of theglobal challenge. The company's current year turnover in this segment is Rs. 7669136hundred as against Rs. 3567293 hundred in the previous year showing a rise of 114.98%

The performance of trading segment is Rs. 2174842 hundred as against Rs. 1881988hundred in the previous year showing a downfall of 31.5 %.

g. Material Developments in Human Resources

Your company strongly believes that its intrinsic strength lies in the quality of itspool of dedicated and motivated employees. All the success so far achieved by BalurghatTechnologies Limited is mainly on their account. Management remains confident of theability of our company employees to stand up to the business expectations in variousscenarios and serve the Company satisfactorily in the days to come.

Report on Corporate Governance

As per SEBI disclosure regulations 34(3) and 53 and as per schedule V clause-c of thesaid regulations

(For the year ended 31st March 2020)

COMPANY PHILOSOPHY:

Balurghat Technologies Limited is committed to good governance practices that createlong term sustainable shareholder value. The company's philosophy on Corporate Governanceenvisages the attainment of the highest levels of transparency accountability and equityin all facets of its operations and in all its interactions with its shareholdersemployees the government and the lenders.

BOARD OF DIRECTORS:

COMPOSITION MEETINGS ATTENDANCE AND DIRECTORSHIP(S)/CHAIRMANSHIP(S)/ MEMBERSHIP(S)

The company's policy is to maintain optimum combination of Executive and Non-ExecutiveDirectors. The strength of the Board of Directors as on 31st March 2020 wasFive Two being Executive Directors and Three being Non - Executive Directors out ofwhich Two are Independent Directors.

The details of Directors seeking appointment / re-appointment in the forthcoming annualgeneral meeting mentioned in the report.

Mr. Rajendra Dugar (DIN: 08187495) Non-Executive Non Independent Director who isliable to retire by rotation as director in accordance with the Companies Act 2013 andbeing eligible offers herself for reappointment at the ensuing Annual General Meeting.

The composition of the Board is in compliance with the requirements of the CompaniesAct 2013 (Act) and Regulation 17 of the Listing Regulations.

The Company requires skills/expertise/competencies in the areas of strategy financeaccounting economics legal and regulatory matters mergers and acquisitions theenvironment operations of the Company's businesses and efficiently carries on its corebusiness of travel & tourism. All the above required skills/expertise/competencies areavailable with the Board.

The Board is satisfied that the current composition reflects an appropriate mix ofknowledge skills experience expertise diversity and independence. The Board providesleadership strategic guidance an objective and independent view to the Company'smanagement while discharging its fiduciary responsibilities thereby ensuring that themanagement adheres to high standards of ethics transparency and disclosure.

The Board of Directors met (Eight) times during the year on 11.04.2019 18.04.201930.05.2019 10.07.2019 14.08.2019 03.09.2019 08.11.2019 and 13.02.2020. The particularsof the Directors for the year ended on 31st March 2020 are given hereunder:

Detail of shares held by N

on-executive Directors:

SL NAME CATEGORY SHARES
1 Mr. Rajendra Dugar Non-Executive Non Independent Director 3608
2 Mr. Mridul Kanti Datta (w.e.f. 14.08.2019) Independent Director 0
3 Smt. Gita Sharma Independent Director 0
4 Mr. Sushil Kumar Sancheti (till 30.09.2019) Independent Director 7100

 

S.L. No. Name Category

No. of Board Meetings Attended

Attendance at last AGM Directorship in other companies

Committee Positions in other companies

As Chairman As Member
1. Sri Rajendra Dugar Non Executive Non Independent Director 8 Yes Nil
2. Sri Mridul Kanti Datta (w.e.f. 14.08.2019) NonExecutive / Independent Director 3 Yes Nil
3. Sri Pawan Kumar Sethia Managing Director 6 Yes Vivek Outsourcing Services Pvt Ltd & HipShip Logistic LLP
4. Sri Arun Kumar Sethia Executive Director 8 Yes Nil - -
5. Smt Gita Sharma Non Executive /Independent Director 8 Yes Nil
6. Mr. Sushil Kumar Sancheti (till 30.09.2019) Independent Director 5 Yes Nil

Information about Directors seeking reappointment has also been included in thisreport:

Refer to the main part of Board's Report

*Committees include only Audit Committee and Stakeholders Relationship Committee.

None of the director is a member in more than 10 committees or acts as a Chairman ofmore than 5 Committees across all companies in which he is a director.

Necessary information as mentioned in SEBI Listing Regulations 2015 has been placedbefore the Board for consideration.

Code of Conduct

All the Directors and the members of the Senior Executives have adhered to the code ofConduct for Board of directors and Senior Executives of the Company during the year andhave affirmed their compliance with the same. The Code of conduct for Board of Directorsand senior Executives is also posted on the website of the company www.balurghat.co.in

AUDIT COMMITTEE Composition:

The Audit Committee comprises of three Non-Executive Directors.

Attendance:

The Audit Committee met 4 (Four) times during the year on 30.05.2019 14.08.201908.11.2019 and 13.02.2020. Attendances of the members at the meeting were as under:

S.L. No. Name Position Held No. of Meetings Attended
1. Smt. Gita Sharma Chairperson 4
2. Sri Sushil Kumar Sancheti (till 30.09.2019) Member 2
3. Sri Arun Kumar Sethia Member 4
4. Sri Mridul Kanti Datta (w.e.f 14.08.2019) Member 2

Powers of Audit Committee:

The Audit Committee has powers which include the following:

a. To investigate any activity within its terms of reference.

b. To seek information from any employee.

c. To obtain outside legal or other professional advice.

d. To secure attendance of outsiders with relevant expertise if it considersnecessary. Terms of Reference and Powers:

i. Review of Unaudited Financials.

ii. Review of Annual Accounts.

iii. Management representations & Co-ordinations of Statutory Audit.

iv. Internal Audit Appraisals and Review of Internal Control.

v. Review & Assessment of Compliance under applicable laws.

vi. Review & Recommendation in respect of Managerial Remuneration Review ofInformation by Audit Committee:

The Audit Committee mandatorily reviews the following information:

1. Management discussion and analysis of financial condition and results of operations;

2. Statement of significant related party transactions (as defined by the auditcommittee) submitted by Management;

3. Management letters/letters of internal control weaknesses issued by the statutoryauditors if any;

4. Internal audit reports relating to internal control weaknesses; and

5. The appointment removal and terms of remuneration of the Chief Internal Auditor;

NOMINATION AND REMUNERATION COMMITTEE

In terms of Section 178 of the Companies Act 2013 the Board has constituted aNomination & Remuneration Committee as under:-

1. Sri Sushil Kumar Sancheti- Independent Director (till 30.09.2019)

2. Smt. Gita Sharma- Independent Director

3. Sri Raj endra Dugar- Non Executive Director

4. Sri Mridul Kanti Datta- Independent Director (w.e.f. 14.08.2019) -Chairman

which formulates the criteria for determining the qualification experiencebackground exposure positive attributes and independence for the appointment and/orremoval of Directors Key Managerial Personnel and Senior Managerial Persons ascertainingtheir reasonable remuneration commensurate with their qualification job requirementsmeeting the appropriate performance benchmark to run the company successfully utilizingthe existing resources to its optimum and to evaluate their performance from time to timeand report their suggestion to the Board.

The Nomination & Remuneration Committee met three times during the year on30.05.2019 14.08.2019 08.11.2019 and 13.02.2020.

S.L. No. Name Position Held No. of Meetings Attended
1. Smt. Gita Sharma Member 4
2. Sri Sushil Kumar Sancheti (till 30.09.2019) Member 2
3. Sri Rajendra Dugar Member 4
4. Sri Mridul Kanti Datta (w.e.f. 14.08.2019) Chairperson 2

Details of Remuneration Paid / Payable to Executive Directors for the year ended March31 2019.

Name of the Director Salary House Rent and Other Allowance P.F. Contribution Bonus /Commission
Sri Pawan Kumar Sethia 960000 1140000 57600 Nil
Sri Arun Sethia 840000 1200000 108000 Nil

Non - Executive Directors of the Company waived their sitting fees for the year.

STAKEHOLDERS RELATIONSHIP COMMITTEE Composition:

The Committee Constitutes of Smt. Gita Sharma and Sri Arun Kumar Sethia and Sri SushilKumar Sancheti as a Member. The Shareholder Committee met 4 (Four) times during the yearon 30.05.2019 14.08.2019 08.11.2019 and 13.02.2020.

S.L. No. Name Position Held No. of Meetings Attended
1. Sri Sushil Kumar Sancheti (till 30.09.2019) Chairperson 2
2. Smt. Gita Sharma Member 4
3. Sri Arun Kumar Sethia Member 4
4. Sri Mridul Kanti Datta (w.e.f 14.08.2019) Chairperson 2

Details of shareholders complaints during the year as under were:

1. No of Complaints Received- 10

2. No of Complaints Solved - 10

3. No of Complaints pending- Nil Terms of Reference:

The RTA concerned Reports the committee on Dematerialization status and request over 21days if any. The Committee also reviews the status of redressal of Investor's Complaintson the basis of report of the RTA along with the Compliance officer for the cases receivedby them respectively and any pending complaints as may be referred to it are disposed bythe Committee itself. Further that the Committee has been authorized and empowered by theBoard for issue of Share Certificate upon dematerialization and / or sub- divisionconsolidation and / or Duplicate Certificates under the Signature of the ComplianceOfficer as the Authorized Signatory along with the mechanized signatures imprinted on theCertificates.

During the period ended on March 31 2020 whatever investors' complaints were pendingwere promptly looked into and solved

The Company Secretary Arti Dugar is the Compliance Officer.

E-mail ID: kolkata@balurghat.co.in.

EVALUTION OF PERFORMANCE OF BOARD

During the year under review the Independent Directors met on February 30thJune 2019 inter alia to discuss:

1. Evaluation of the performance of Non-Independent Directors and the Board ofDirectors as a whole;

2. Evaluation of the performance of the Chairman of the Company taking into accountthe views of the Executive and Non-Executive Directors.

3. Evaluation of the quality content and timelines of flow of information between themanagement and the Board that is necessary for the Board to effectively and reasonablyperform its duties.

All the independent Directors were present at the meeting and have expressedsatisfaction over the conduct of the above matters.

MANAGEMENT

Management Discussion and Analysis Report

Management Discussion and Analysis is given in a separate section forming part of theDirectors' Report in this Annual Report.

GENERAL BODY MEETING

Location and Time of Last three Annual General Meeting

Year Location Date Time
2016-2017 Sahapur Yubak Sangha36/11 Agarwala Garden RoadKolkata-700038 06/09/2017 10:00 AM
2017-2018 Sahapur Yubak Sangha36/11 Agarwala Garden RoadKolkata-700038 28/09/2018 10:00 AM
2018-2019 Sahapur Yubak Sangha36/11 Agarwala Garden RoadKolkata-700038 30/09/2019 10:00 AM

There was no special resolution requiring postal ballot in the last AGM. Similarlythere is no special resolution requiring postal ballot proposed before the ensuing AGM.During the year under review no extraordinary meeting was held.

MEANS OF COMMUNICATION

i. The quarterly Financial (Provisional) results are forwarded to the Exchange within24 hours from its approval by the Board and are generally published in both National andRegional Newspaper within 48 hours from their publication.

ii. The Company has not made any specific representations to any of the investorsother than routine queries from the shareholders which are promptly responded by theCompliance Officer.

iii. The Financial Results are published in the English Newspaper “Political &Business Daily” and Bengali Newspaper “Sukhabar”

GENERAL SHAREHOLDER'S INFORMATION

• Annual General Meeting (AGM): 26th AGM of the company will be held onMonday on 30th September 2020 at 04:00 P.M. through Video Conferencing(“VC”) or other Audio Visual Means (“OAVM”) but shall be deemed to beheld at its Registered Office at 170/2C A.J.C. Bose Road Kolkata-700014. The Notice forholding the said Annual General Meeting along with Annual Report etc. shall be onlyemailed to members. Members are requested to use the option of e-voting on proposedresolutions through facilities provided by Central Depository of Securities Ltd. (CDSL)with procedure as detailed in the Notice convening the Annual General Meeting. Those whodo not use E-Voting facility during the E-voting period can cast their Votes online at thetime of the AGM. Members holding shares are again requested to register their emailaddress with RTA/their own depositaries so that they can receive the Annual Report and anyother communication from the company through email. They are

also requested to complete their KYC with PAN and BANK A/c details as it is mademandatory by SEBI.

• Date of Book Closure: 24th September 2020 to 30thSeptember 2020 (both days inclusive)

• Dividend Payment Date: No dividend has been recommended for the year ended 31stMarch 2020.

• Listing on Stock Exchange: The Company's shares are listed on Bombay StockLimited (BSE). The company confirms that it has paid the listing Fees for the FinancialYear 2019-2020.

• Stock Code: Bombay stock exchange-520127

• ISIN (for Demat Shares): INE 654 B01014

• Share Transfer Systems: The authority to approve Share transfer has beendelegated by the Board of Directors to the Stakeholders Relationship Committee. The Sharessent for transfer in physical form are registered and returned by Registrar and ShareTransfer Agent within fifteen days of receipt of documents provided the documents arefound to be in order.

• Register and Transfer Agents : MCS Share Transfer Agent Limited
383 Lake Gardens 1st Floor
Kolkata - 700 045
Phone No- 033 40724051 (3 lines)
• Address for correspondence: Arti Dugar( Company Secretary)
Balurghat Technologies Limited
170/2C A.J.C BOSE ROAD KOLKATA-700014
E-mail id: Kolkata@balurshat.co.in

• Dematerialization of Shares: As on March 31 2020 5509502 equity Shares of theCompany (30.27% of the total issued capital) were held in Physical Form and 12690498equity shares (69.73% of the total issued capital) were held in dematerialized form.Register and Transfer Agents are appointed for transfer of shares in Physical model

Stock Market Data:

Month

Stock Price

High Low
April 2019 6.50 4.39
May 2019 6.45 4.40
June 2019 5.84 4.23
July 2019 5.04 4.20
August 2019 7.22 4.45
September 2019 8.82 6.78
October 2019 11.36 7.90
November 2019 10.18 8.04
December 2019 10.42 8.35
January 2020 11.92 7.51
February 2020 10.97 7.62
March 2020 8.26 4.29

The performance of Company's market share price with comparison to BSE Sensex on yearto year basis:

The Company's market price has increased by 27.07% from being Rs.6.50 per share as on01.04.2019 to Rs. 8.26 per share as on 31.03.2020; whereas BSE SENSEX has fallen by 31.35%(Sensex being 38672 on 01.04.2019 and 29468 on 31.03.2020).

The securities of the Company have never been suspended from trading by the StockExchange.

Distribution of Shareholding as on March 31 2020:

Category No. of Cases % of Cases Total Shares % of Shares
1 - 500 10540 81.8641 2739810 15.0539
501 - 1000 1344 10.4388 1123572 6.1735
1001 - 2000 436 3.3864 681976 3.7471
2001 - 3000 227 1.7631 579942 3.1865
3001 - 4000 75 .5825 273682 1.5037
4001 - 5000 76 .5903 362760 1.9932
5001 - 10000 93 .7223 694825 3.8177
10001 - 50000 67 .5204 1347586 7.4043
50001 - 100000 6 .0466 409982 2.2526
100001 & Above 11 .0854 9985865 54.8674
TOTAL 12875 100 18200000 100

Categories of Shares as on March 31 2020:

Category Shareholding Percentage
Promoters 6121418 33.63
Private Corporate Bodies 2105873 11.57
Non Resident Individual 19352 0.11
Indian Public 9953357 54.69
TOTAL 18200000 100

Redressal of Investor Grievances: Low volume turnover hardly provides scope of anyroutine activity in this area; hence the primary responsibility for redressal activitieshad been entrusted upon the RTA backed by the Compliance Officer under the supervision andcontrol of Share Committee. The Nature of Complaints were mainly the delay in receipt ofshare certificates as most of the shareholders misinterpreted the Option letters sent bythe RTA following registration of transfer.

DISCLOSURES

• Related Party Transactions

Details of materially significant related party transactions i.e. transactions of theCompany of material nature with its promoters the Directors or the management theirrelatives etc. are presented under the Notes to the Financial Statements. All details onthe financial and commercial transactions where Directors may have a potential interestare provided to the Board. The interested Directors neither participate in the discussionnor vote on such matters. During 2019-20 there were no related party transactions ofmaterial nature that could have a potential conflict with the interests of the Company.

A framed Policy on Related Party Transactions is uploaded on the Company's websitewww.balurghat.co.in.

• Accounting Treatment in Preparation of Financial Statements

In the preparation of the financial statements the Company has followed the AccountingStandards issued by the Companies (Accounting Standard) Rules 2006 as well as theAccounting Standards (IND AS) issued by the ICAI

• Risk Management

The Company has established a robust risk management framework. The Board reviews andmonitors the implementation of the Risk Management Policy of the Company.

• Subsidiary Companies: The Company has no subsidiary.

• Share Capital Reconciliation Audit: CS Mohan Ram Goenka a Practicing CompanySecretary carried out a Share Capital Reconciliation Audit in accordance with SEBIcircular D & CC /FITTC/ CIR -16/2002 Dated 31.12.2002 during the year on quarterlybasis to reconcile the total admitted capital with National Securities Depository Ltd.(NSDL) and Central Depository Services (India) Limited (CSDL) and the total issued andlisted capital. Any difference in aggregate is reported in quarterly reports. Moreovernumber of requests confirmed after 21 days and / or number of requests pending beyond 21days during /at the end of each quarter by / with RTA is reflected in the report alongwith reasons for delay if any.

OTHER DISCLOSURES

i. There were no instances of Non - compliance penalties strictures on the company bystock exchange/SEBI/Statutory Authority on any matter relating to capital market duringthe last 3 years.

ii. Whereas due to prevailing financial stringency over the last several years thecompany was not in a position to pay the listing fees to certain stock exchanges exceptMumbai Stock Exchange in respect of which there are no outstanding as on date. The companyhas applied for delisting of its securities from the Madras Jaipur Kolkata pendingdisposal till date. Under similar circumstances the Company is not in a position to payfees introduced by CDSL which are since been pending till date.

iii. Details of complaints in relation to Sexual Harassment of Women at Workplaceduring the year as under were (Prevention Prohibition and Redressal) Act 2013:

1. No of Complaints Received- 0

2. No of Complaints Solved - 0

3. No of Complaints pending- Nil

iv. Code of Internal Procedures and Conduct for Regulating Monitoring and Reporting ofTrading By Insiders

The Company has adopted the policy on prevention of insider trading practices incompliance with the SEBI (Prohibition of Insider Trading) Regulations 2015. The said codegoverns the trading by insiders of the Company. The objective of this Code is to preventpurchase and/ or sale of shares of the Company by an insider on the basis of unpublishedprice sensitive information. Under this Code Directors and designated employees arecompletely prohibited from dealing in the Company's shares when the Trading Window isclosed. Further the Code specifies the procedures to be followed and disclosures to bemade by Directors and the designated/specified employees while dealing with the shares ofthe Company and enlists the consequences of any violations. Company Secretary has beendesignated as the Compliance Officer for this Code.

• There was no instance of non-compliance on any matter during the period underconsideration with respect to capital market.

• The Company has a Code of Conduct for Prevention of Insider Trading in theshares of the Company for Directors and other identified persons in accordance withapplicable Regulations on this count.

• The Company Has a Whistle Blower Policy which can be accessed on the Company'swebsite www.balurghat.co.in

• The Company has policy on Familiarization program me for independent Directorswhich can be accessed on the Company's website www.balurghat.co.in.

• Independent Directors Meeting was held on 30-06-2020 to review the performanceof the Non-independent Directors and the Board as a whole performance of Chairperson andquality quantity and timeliness of information exchange between the Company Managementand the Board.

• The Company has put in place a Board Evaluation Process. A note on this isprovided in the Director's Report.

• The Company has put in place adequate internal control system and a policy inthis regard has been provided in Board's Report.

CEO/CFO Certification

As required under SEBI(LODR)Regulations 2015 the Chief Financial Officer of theCompany have certified to the Board on the Financial Statements for the year ended March31 2020 which is annexed to the Annual Report.

The Managing Director and CFO of the Company have given the necessary ComplianceCertificate as required under Regulation 17(8) under Part B of Schedule II of SEBIRegulations 2015

By Order of the Board
For Balurghat Technologies Limited
Pawan Kumar Sethia
Dated: 06/07/2020 Managing Director
Place: Kolkata (DIN: 00482462)

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