The Board of Directors is pleased to present the 25th Annual Report of the companytogether with the audited financial statement for the year ended on March 31 2019..
The financial performance of the Company for the year ended March 31 2019 aresummarized below:
| ||(Rs. in hundreds) |
| ||2018-2019 ||2017-2018 |
|Profit before Depreciation & Amortization Expenses || || |
|Finance Costs & Tax Expenses ||208076 ||168096 |
|Less : Finance Cost ||58282 ||33743 |
|Depreciation ||37594 ||37658 |
|Profit before Tax ||112200 ||96695 |
|Less : Current Tax ||32701 ||24120 |
|Deferred Tax Liabilities ||-375 ||-1975 |
|Profit for the year ||79874 ||74550 |
|Other Comprehensive Loss ||-939 ||-6206 |
|Total Comprehensive Income (Loss) For the Year ||78935 ||68344 |
|Add: Balance in Profit &Loss Account ||-946196 ||-1014540 |
|Appropriation || || |
|Add: Adjustment of Provision of IT Add: Adjustment of Fixed Asset || || |
|Closing Balance ||-867276 ||-946196 |
SUMMARY OF FINANCIAL RESULTS AND PERFORMANCE OF THE COMPANY
Financial Year 2018-2019 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 13.60% to 5449281 hundreds for the year asagainst 4796774 hundred of the previous year.
PBDIT increased by 23.7% to 208076 hundred for the year as against 168096hundred of the previous year.
Profit before tax increased by 16.03% to 112200 hundred for the year as against96695 hundred of the previous year.
Net Profit rise by 15.49 % to 78935 hundred for the year as against 68344hundred 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 2018-19 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 2018-19presented have been prepared in accordance with Ind AS.
In view of the accumulated losses during the current year your Directors are unable torecommend any dividend for the year under reference.
The paid up equity share capital as at March 31 2019 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.
The Company has transferred an amount of Rs. 78935 hundreds to the General Reservewhich is current years profits and the same is in compliance with the applicableprovisions prescribed under the Companies Act 2013.
THE COMPANYS WORKING DURING THE YEAR/STATE OF COMPANYS AFFAIR
The Company has performed well irrespective of highly competitive market. Increase inTurnover by 13.60
% in such market conditions showed companys 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 FINANCIALYEAR OF THE COMPANY TO WHICH THE FINANCIALSTATEMENTS RELATE AND THE DATE OF THE REPORT
There has been no such material or significant changes during the year under review.
DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS ORTRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANYS OPERATIONS IN FUTURE
There are no significant and material orders passed by the regulators or courts ortribunals impacting going concern status and companys operations in future.
INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY
The Company has an Internal Control System commensurate with the size scale andnature of its operations. The scope and authority of the Internal Audit function is welldefined and to maintain its objectivity and independence the Internal Audit functionreports to the Chairman of the Audit Committee of the Board as well as directly to theChairman & Managing Director. The Internal Audit Department monitors and evaluates theefficacy and adequacy of internal control system in the Company its compliance withoperating systems accounting procedures and policies of the Company.
Based on the report of internal audit function process owners undertake correctiveaction in their respective areas and thereby strengthen the controls. Significant auditobservations and recommendations along with corrective actions thereon are presented tothe Audit Committee of the Board.
DETAILS OF SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANIES
The company does not have subsidiary companies or associates companies nor has itentered into any joint ventures agreements.
The company has not accepted any deposits during the year from the Public under section73 to 76 of the Companies Act 2013 nor did it receive the same in any of the previousyears and hence there are no overdue / outstanding Deposits or any interest payablethereon and therefore the prescribed details under the Companies Act 2013 are notrequired to be furnished.
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 by the Auditoron the Financial Statement of your Company is part of the Annual Report. There has been noqualification reservation or adverse remarks given by the Auditor in his report.
Pursuant to provisions of section 204 of the Companies Act 2013 and The Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the company hasappointed Mr. Anand Khandelia Company Secretary in practice to undertake the SecretarialAudit of the Company for FY 2018-19.The
Secretarial Audit report is annexed herewith as "Annexure B". SecretarialReport does not contain any observation and qualification.
The observations made in the Auditors Report are self explanatory and do not callfor any further comments u/s 134(3) (f) of the Companies Act 2013. The Auditors have notmade any qualifications in their report.
EXTRACT OFANNUAL 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
MANAGEMENTS DISCUSSION AND ANALYSIS REPORT
Managements Discussion and Analysis Report for the year under review asstipulated in SEBI (LODR)
Regulations 2015 is presented in a separate section forming part of the Annual Report.
ENERGY CONSERVATION TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO
Having regard to the nature of business undertaken by your company the disclosures onConservation of Energy and Technology are not required.
However there had been foreign exchange outgo of EURO 28360 equivalent to Rs.2267716.00/- and USD 25200 equivalent to Rs 2034442.00 and SGD 3474 equivalent to175935.00/- during the period under review.
As Per Corporate Governance Report annexed hereto
CORPORATE SOCIAL RESPONSIBILITY POLICY
As per the criteria prescribed under section 135 of the Companies Act 2013 the CSR isnot applicable to the Company in respect of the financial year 2018-2019 .The company willhowever formulate and implement CSR policy as and when it gets applicable to the Company.
PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS
The company has not given any loans or guarantees covered under the provisions ofsection 186 of the Companies Act 2013. Details of investments made by the company aregiven in the notes to the financial statements.
RELATED PARTY TRANSACTION
The company has framed Policy on materiality of related party transactions and dealingwith related party transactions. All related party transactions that were entered intoduring the financial year were on arms length basis and were in the ordinary courseof the business. There are no materially significant related party transactions made bythe company with Promoters Key Managerial Personnel or other designated persons which mayhave potential conflict with interest of the company at large.
PARTICULARS OF EMPLOYEES
The Statement of Particulars of Employees pursuant to the Provisions of Rule 5 (2) ofthe Companies (Appointment and Remuneration of Managerial Personnel) Rules 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.
Mr. Rajendra Dugar (DIN: 08187495) has been appointed as a Non- Independent NonExecutive Director of the Company in the previous Annual General Meeting due to the demiseof Mr. Hansraj Sethia Non- Independent Non-Executive director of the Company.
Mr. Pawan Kumar Sethia (DIN: 00482462) Managing Director who is liable to retire byrotation as director in accordance with the Companies Act 2013 and being eligible offershimself for reappointment at the ensuing Annual General Meeting.
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
During the year under review nine 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.
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 whole andwas satisfied overall. Evaluation Process is based on structured questionnaire coveringvarious aspects of the Boards functioning Boards culture and performance wascirculated to the members of the Board for the financial year 18-19. 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) Regulations2015 the Board of Directors hasframed risk management policy. The Board has a risk assessment and minimization procedurewhich is reviewed by the Board periodically. There is a structure in place to identify andmitigate various identifiable risks faced by the Company from time to time. At theMeetings of the Board these risks are reviewed and new risks are identified. As of nowthe Directors do not envisage any element of risk which 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.
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 onarms length basis and were in the ordinary course of the business. There are nomaterially significant related party transactions made by the company with Promoters KeyManagerial Personnel or other designated persons which may have potential conflict withinterest of the company at large.
The Policy on materiality of related party 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 Companys shares andprohibits the purchase or sale of Company shares by the Directors and designated employeeswhile in possession of unpublished price sensitive information in relation to the Companyand during the period when the trading window is closed. The Board is responsible forimplementation of the Code. All Board Directors and the designated employees haveconfirmed compliance with the Code.
None of the Directors of the Company are disqualified as per provision164(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 BYAUDITORS
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 theprovisions of all applicable laws and that such system were adequate and operatingeffectively.
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.
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 |
| ||Pawan Kumar Sethia |
|Dated: 30/05/2019 ||Managing Director |
|Place: Kolkata ||(DIN 00482462) |