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Balurghat Technologies Ltd.

BSE: 520127 Sector: Others
NSE: BALURTRANS ISIN Code: INE654B01014
BSE 00:00 | 27 Sep 8.89 -0.14
(-1.55%)
OPEN

9.50

HIGH

9.50

LOW

8.55

NSE 05:30 | 01 Jan Balurghat Technologies Ltd
OPEN 9.50
PREVIOUS CLOSE 9.03
VOLUME 10472
52-Week high 14.48
52-Week low 7.16
P/E 6.54
Mkt Cap.(Rs cr) 16
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 9.50
CLOSE 9.03
VOLUME 10472
52-Week high 14.48
52-Week low 7.16
P/E 6.54
Mkt Cap.(Rs cr) 16
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Balurghat Technologies Ltd. (BALURTRANS) - Director Report

Company director report

Dear Shareholders

The Board of Directors is pleased to present the 27th Annual Report of thecompany together with the audited financial statement for the year ended on March 312021.

FINANCIAL RESULTS

The financial performance of the Company for the year ended March 31 2021 aresummarized below:

(Rs. in hundreds)

PARTICULARS 2020-2021 2019-2020
Profit before Depreciation & Amortization Expenses Finance Costs & Tax Expenses 145810 367398
Less : Finance Cost 186693 145993
Depreciation 45486 43482
Profit before Tax -86369 177923
Less : Current Tax - 55350
Deferred Tax Liabilities 4538 2653
Profit for the year -90907 195376
Other Comprehensive Loss 11919 -2667
Total Comprehensive Income (Loss) For the Year -78988 192709
Add: Balance in Profit & Loss Account -674567 -867276
Appropriation
Add: Adjustment of Provision of IT
Add: Adjustment of Fixed Asset
Closing Balance -680336 -601348

SUMMARY OF FINANCIAL RESULTS AND PERFORMANCE OF THE COMPANY

Financial Year 2020-2021 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 decreased by 6.07% to 9245880 hundreds for the year asagainst9843978 hundred of the previous year.

> PBDIT decreased by 60.31% to 145810 hundred for the year as against 367398 hundredof the previous year.

> Profit before tax decreased by -148.71% to -86369 hundred for the year as against177293 hundred of the previous year.

> Net Profit rise by -140.98 % to -78988 hundred for the year as against 192709hundred 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 2020-21presented 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 2021 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. -78988 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

Due to Covid-19 the Company has not being able to perform well irrespective as well asof highly competitive market. During complete lockdown throughout the country there hadbeen hundred of lorries stranded at various locations. We had to pay a large amount tosuch lorries as detention/halting charges which the clients did not pay. On the contrarymany of them deducted heavy amount as 'claim' which took place due to long halting ofvehicles. Decrease in Turnover by 6.07% in such market conditions showed company'soperational 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 THEDATE 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 resigned as the StatutoryAuditors of the Company w.e.f. 30.06.2021 after issuing the Audit report for FY: 20-21 onthe Financial Statement of your Company for FY: 20-21 is part of the Annual Report. Therehas been no qualification reservation or adverse remarks given by the Auditor in hisreport.

In pursuant to the provisions of section 139 of the Companies Act 2013 M/s VineetKapoor & Associates Chartered Accountants (Firm Registration number: 322381E) fromwhom certificate pursuant to section 139 of the Companies Act has been received be andare hereby appointed as the statutory auditors of the company to hold office until theconclusion of the 5th Annual general meeting of the company at a remuneration to bedetermined by the Board of Directors of the Company whose appointment is subject to theapproval of shareholders in this AGM.

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 2020-21. 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 no foreign exchange outgo during the period under review.

AUDIT COMMITTEE

As Per Corporate Governance Report annexed hereto CORPORATE SOCIAL RESPONSIBILITYPOLICY

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 2020-2021 .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

Mr. Arun Kumar Sethia (DIN: 00001027) as the Whole-time Director of the Company w.e.f.29th October 2021 for a term of 5 years subject to approval of shareholders of theCompany in the ensuing Annual General Meeting.

Mr. Pawan Kumar Sethia (DIN: 00482462) as the Managing Director of the Company w.e.f.22nd February 9022 for a term of 5 years subject to approval of shareholders of theCompany in the ensuing Annual General Meeting.

Mr. Arun Kumar Sethia (DIN: 00001027) Whole-time Director who is liable to retire byrotation as director in accordance with the Companies Act 2013 and being eligible offersherself for reappointment at the ensuing Annual General Meeting

Appointment of Mr. Ankit Sethia as the Chief Financial Officer (CFO) of the Companyw.e.f. 1st August 2021.

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 six Board Meetings and four Audit Committee Meetings wereconvened 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 20-21. 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 discriminatorypractice.

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 personswhich 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 regulatetrading 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 Companyshares 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 employeeshave confirmedcompliance 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 suchinternal financial controls are adequate and were operatingeffectively.

vi) The directors had devised proper systems to ensure compliance with the provisionsof all applicablelaws 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
Gita Sharma Pawan Kumar Sethia
Dated: 30.06.2021 Chairperson Managing Director
Place: Kolkata (DIN 06766560) (DIN 00482462)

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