You are here » Home » Companies » Company Overview » Batliboi Ltd

Batliboi Ltd.

BSE: 522004 Sector: Engineering
NSE: BATLIBOI ISIN Code: INE177C01022
BSE 00:00 | 08 Dec 58.80 -1.35
(-2.24%)
OPEN

57.80

HIGH

59.75

LOW

57.75

NSE 05:30 | 01 Jan Batliboi Ltd
OPEN 57.80
PREVIOUS CLOSE 60.15
VOLUME 4781
52-Week high 68.00
52-Week low 28.00
P/E
Mkt Cap.(Rs cr) 169
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 57.80
CLOSE 60.15
VOLUME 4781
52-Week high 68.00
52-Week low 28.00
P/E
Mkt Cap.(Rs cr) 169
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Batliboi Ltd. (BATLIBOI) - Director Report

Company director report

Dear Members

Your Directors take pleasure in presenting the 78th Annual Reporttogether with the Audited Accounts for the financial year ended 31st March 2022.

1. FINANCIAL RESULTS

(Rs. In Lakhs)

For the Year ended

Particulars

31.03.2022 31.03.2021 31.03.2022 31.03.2021
Standalone Standalone Consolidated Consolidated
Revenue from operations 14606.94 9404.72 19658.53 15198.74
Other Income 266.55 367.51 213.50 376.36

Total Income

14873.49 9772.23 19872.03 15575.10

PBDIT

621.15 442.86 969.18 743.22
Less: Finance Cost 793.71 842.70 828.53 910.94
Less: Depreciation 297.72 292.64 368.03 438.92

Profit/(Loss) Before Tax & Exceptional Items (470.28)

(692.48) (227.38) (606.64)
Exceptional items: Income/(expenses) - - - 1399.97

PBT

(470.28) (692.48) (227.38) 793.33
Provision of Taxation : Current Tax - - - -
Deferred Tax (80.07) 94.63 (60.99) 94.79
Mat credit (Reversal) (111.89) - (111.89) -
Less: Current Year & Earlier Year Tax 1.92 - 70.26 75.44
Other Comprehensive Income 43.87 7.16 101.60 46.64
Tax adjustments in respect of earlier years - - - -

PAT

(620.29) (590.69) (368.92) 859.32

2. REVIEW OF OPERATIONS AND OUTLOOK

Despite the challenging environment lockdown restrictions anduncertainties posed by COVID-19 pandemic your Company on a standalone basis hadapproximately 55% more income for the year ended March 31 2022 and on consolidated basisnearly 30% more income than the previous year. This was achieved as there was a betterstability in operations in comparison to previous year where the operations were affecteddue to the pandemic. Finance costs reduced nearly by 10% on account of improvement inworking capital.

During the year operations on a standalone basis and consolidated basisresulted in a loss mainly due to operations in first quarter and partly due to operationsin the second quarter which were affected by the lockdown and pandemic. However the lossbefore tax both on standalone and consolidated basis was much lower than the previous FYi.e 2020-21. Barring any further lockdowns in the year due to the Pandemic we arecautiously optimistic of all our operations during 2022-23.

3. DIVIDEND

In view of the operating loss your Directors do not recommend anyDividend for the year ended 31st March 2022.

4. TRANSFER TO RESERVE

The loss for the Year is Rs. 620.29 Lakhs is debited to the Profit andLoss account.

5. SHARE CAPITAL

During the financial year 2021-2022 there is no change in theAuthorized Issued Subscribed and Paid-up share capital of the Company. As on 31st March2022 the Company is having Authorized share capital of Rs. 30.01 Crores comprising of46170400 Equity Shares of Rs. 5 each and 692480 Preference shares of Rs. 100 each.The Issued Subscribed and Paid-Up Equity Share Capital of the Company as on 31st March2022 is Rs. 14.36 Crores and the Issued Subscribed and Paid-Up Preference Share Capitalof the Company as on 31st March 2022 is Rs. 6.92 Crores.

During the year under review the Company has issued neither shareswith differential rights as to dividend voting or otherwise nor issued shares (includingsweat equity shares) neither to the employees nor to Directors of the Company under anyScheme.

6. SUBSIDIARY COMPANIES AND CONSOLIDATED FINANCIAL STATEMENTSSUBSIDIARY COMPANIES

1) Quickmill Inc. Canada

Quickmill Inc. headquartered in Peterborough Ontario Canada isengaged in the design manufacture sales and service of a line of large sized GantryDrilling and Milling machines globally. Customers are mainly from Energy Heat TransferSteel Service sectors large Industrial machinery manufacturers and job shop manufacturingsectors.

The total income increased by 8% for the Financial Year 2021-22 ascompared to 2020-21. The contribution of QuickMill Inc. Canada to the total turnover ofthe Company was 35% . The operations were profitable.

Since the global economy has begun revival and barring any furtherglobal lockdowns due to further waves of the Pandemic the company is cautiouslyoptimistic for 2022-23.

CONSOLIDATED FINANCIAL STATEMENTS

The Consolidated Financial Statements of the Company with itsSubsidiaries forms part of the Annual Report and the Accounts in accordance with SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015 Companies Act 2013and applicable Accounting Standards prescribed by The Institute of Chartered Accountantsof India.

The Board of Directors of the Company reviewed the affairs ofsubsidiaries of the Company. In accordance with Section 129(3) of the Companies Act 2013the Company has prepared consolidated financial statements of the Company and all itssubsidiaries which forms part of the Annual Report. Further a statement containingsalient features of the financial statements of the Company's subsidiaries is givenin Form No. AOC-1 at the end of this Report. The Company will make available the accountsof subsidiaries to any member of the Company on request.

7. DIRECTORS AND KEY MANAGERIAL PERSONNEL

As per the provisions of Companies Act 2013 Mr. Sanjiv JoshiManaging Director (DIN: 08938810) will retire at the ensuing Annual General Meeting andbeing eligible offers himself for re-appointment. Your Directors recommends hisre-appointment.

During the year under review Ms. Pooja Mane was appointed as CompanySecretary & Compliance Officer w.e.f August 6 2021 in place of Mr. Ganpat Sawant whohas resigned from the post of Company Secretary & Compliance Officer w.e.f June 102021.

Mr. Kabir Bhogilal was appointed by Board of directors as an AdditionalWhole Time Director w.e.f. 11th February 2022 and further his appointment was approved byshareholders through Postal Ballot on April 26 2022.

8. INDEPENDENT DIRECTORS DECLARATION

The Independent Directors have submitted the Declaration ofIndependence as required pursuant to Section 149 of the Companies Act 2013 andprovisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015stating that they meet the criteria of independence as provided therein and also none ofthe Directors of the Company are disqualified under Section 164(2) of the Companies Act2013.

9. BOARD EVALUATION

In compliance with the Companies Act 2013 and Securities and ExchangeBoard of India (SEBI) (Listing Obligations and Disclosure Requirements) Regulations 2015(LODR) the annual performance evaluation of the Non-Independent Directors Chairman andthe Board as a whole (including its Committees) was carried out in the separate meeting ofIndependent Directors.

Independent Directors in their separate meeting held on 11thFebruary 2022 reviewed performance of the Non Independent Directors Board as a wholeincluding committees. All the directors present participated in the discussion &suggested areas of improvement/changes. Assessment of Independent directors was sharedwith the Chairman of the Board. Independent Directors in their separate meeting alsoreviewed the performance of the Chairman after taking into account the views of all theDirectors.

Criteria of performance evaluation of the Board and Directors are laiddown by Nomination and Remuneration Committee (NRC) of the Company. The NRC decided tocontinue existing method of performance evaluation through circulation of performanceevaluation sheets. An assessment sheet based on SEBI Guidance Note dated January 05 2017containing the parameters of performance evaluation along with rating scale was circulatedto the Directors. Pursuant to the provisions of the Companies Act 2013 and ListingRegulations the Board has carried out performance evaluation of its own evaluation ofworking of the Committees and performance evaluation of all Directors in aforesaid manner

10. FAMILIARIZATION PROGRAM FOR INDEPENDENT DIRECTORS

The familiarization program seeks to update the Directors on the rolesresponsibilities rights and duties under the Act and other statutes.

The policy on Company's familiarization program for IndependentDirectors is posted on the Company's website. www.batliboi.com.

11. NOMINATION AND REMUNERATION POLICY

The Nomination and Remuneration policy is posted on the Company'swebsite www.batliboi.com. The more details about the Nomination and Remuneration policy isprovided in corporate governance report.

12. NUMBER OF MEETINGS OF THE BOARD

A calendar of Meetings is prepared and circulated in advance to theDirectors.

During the year four (4) Board Meetings and four (4) Audit CommitteeMeetings were held. The details of which are given in Corporate Governance Report thatforms part of this Annual Report.

13. CORPORATE GOVERNANCE

In terms of Securities and Exchange Board of India (SEBI) (ListingObligations and Disclosure Requirements) Regulations 2015 (LODR) a Report on CorporateGovernance along with Compliance Certificate issued by Statutory Auditor's of theCompany forms integral part of this Report.

14. EMPLOYEE STOCK OPTION SCHEME

The Company has implemented Employees Stock Option Plan (ESOP) with aview to encourage reward and retain the employees and to give them an opportunity toparticipate in the growth of the Company in accordance with SEBI (Employee Stock OptionScheme and Employee Stock Purchase Scheme) Guidelines 1999 [applicable till October 272014] and SEBI (Share Based Employee Benefits) Regulations 2014 [applicable from October28 2014] duly approved by the Members at their Extra Ordinary General Meeting held on13th December 2011. During the year 221666 Options were lapsed which have been addedback to the available bank and the same will be used for re-issue of options.

The disclosures as required under Regulation 14 of SEBI (Share BasedEmployee Benefits) Regulations 2014 and Section 62(1) (b) of the Companies Act 2013 readwith Rule 12(9) of the Companies (Share Capital and Debentures) Rules 2014 are set out in‘Annexure A' to this Report. A Certificate from the Statutory Auditors ofthe Company as required under Regulation 13 of SEBI (Share Based Employee Benefits)Regulations 2014 shall be placed at the ensuing Annual General Meeting for inspection bythe Members.

15. FIXED DEPOSITS

The Company has not accepted any deposits from the public/members underSection 73 of the Companies Act 2013 read with Companies (Acceptance of Deposits) Rules2014 during the year.

16. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS UNDER SECTION 186

Particulars of Loans Guarantees given and Investments made during theyear covered under the provisions of Section 186 of the Companies Act 2013 are given inthe notes to the Financial Statements.

17. RELATED PARTY TRANSACTIONS

All Related Party transactions that were entered into during thefinancial year were on the arm's length basis and were in ordinary course of businessand in compliance with the applicable provisions of the Companies Act 2013 and the SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015. There are nomaterially significant related party transactions between the Company and the PromotersDirectors Key Managerial Personnel Subsidiaries relatives or other designated personswhich may have a potential conflict with the interest of the Company at large.Accordingly particulars of contracts or arrangements with related parties referred to inSection 188(1) along with the justification for entering into such contract or arrangementin form AOC-2 in terms of Section 134 of the Act read with Rule 8 of the Companies(Accounts) Rules 2014 is not applicable to the Company.

All Related Party Transactions were placed before the Audit Committeeand have been approved by the Board. Omnibus approval is obtained for the transactionsthat are foreseen and repetitive in nature.

Your Company has formulated a policy on related party transactionswhich is also available on Company's website. www.batliboi.com.

The Board of Directors at its Meeting held on May 27 2022 has modifiedthe Policy on Related Party Transaction in line with Sixth Amendment of SEBI (ListingObligations and Disclosure Requirements) Regulations 2021. The updated policy have beenuploaded on the Company's website.

18. AUDIT COMMITTEE COMPOSITION

The details pertaining to composition of Audit Committee are includedin Corporate Governance report which form part of this Report.

19. VIGIL MECHANISM / WHISTLE BLOWER POLICY

In accordance with the provisions of Section 177(9) of the CompaniesAct 2013 read with Rule 7 of the Companies (Meeting of the Board and its Powers) Rules2014 and Regulation 22 of SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 the Company has adopted vigil mechanism policy in place to enable theDirectors and employees to have direct access to the Chairman / Managing Director or theMembers of the Audit Committee. The details of the vigil mechanism is explained in theCorporate Governance Report and also posted on the website of the Company atwww.batliboi.com.

20. HUMAN RESOURCE

The company is deeply indebted to all its employees at all levels forthe manner in which they have managed all the various activities may it be productionmarketing and sales finance administration etc during the year when the entire nationwas affected by second and third wave of Covid-19 pandemic.

Relations between management and employees at all levels including theunion remain cordial and pro-active and despite the restrictions due to the pandemiccontinuous improvement in productivity and processes at all functions were undertaken.

21. CORPORATE SOCIAL RESPONSIBILITIES (CSR)

Pursuant to Section 135 of the Companies Act 2013 every companyhaving net worth of rupees five hundred crore or more or turnover of rupees one thousandcrore or more or a net profit of rupees five crore or more during any financial year shallconstitute a Corporate Social Responsibility (CSR) Committee of the Board. Your Companydoes not fall under the provisions of aforesaid Section; therefore CSR Committee has notbeen constituted.

22. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Management Discussion and Analysis Report as required underCompanies Act 2013 Regulation 34 (2) (e) read with Schedule-V of Securities and ExchangeBoard of India (SEBI) (Listing Obligations and Disclosure Requirements) Regulations 2015(LODR) is given in this Annual Report for the year under review.

23. AUDITORS

Statutory Auditors and Statutory Audit Report

Pursuant to the provisions of section 139 of the Companies Act 2013the members at the Annual General Meeting of the Company held on 29th June 2017 appointedMukund M. Chitale & Co. Chartered Accountants (Firm registration no 106655W) asstatutory auditors of the Company from the conclusion of Seventy Third

Annual General Meeting till the conclusion of Seventy Eighth AnnualGeneral Meeting covering one term of five consecutive years. In view of the amendment tothe said section 139 through the Companies (Amendment) Act 2017 notified on 7 May 2018ratification of auditors' appointment is no longer required.

M/s. Mukund M. Chitale & Co. Chartered Accountants Mumbai (ICAI)Firm Registration No. 106655W are proposed to be appointed as Statutory Auditors forsecond term of five consecutive years who shall hold office from the conclusion of this78th Annual General Meeting till the conclusion of the 83rd Annual General Meeting to beheld in the year 2027. M/s. Mukund M. Chitale & Co. have confirmed their eligibilityunder Section 139 and 141 of the Companies Act 2013 and the rules framed there under forappointment as Auditors of the Company

The Statutory Auditors M/s. Mukund M. Chitale & Co. CharteredAccountants have issued their reports on Standalone & Consolidated FinancialStatements for the financial year 2021-2022.

The statutory audit report for the year 2021-2022 does not contain anyqualification reservation or adverse remark or disclaimer made by statutory auditor.

No frauds have been reported by the Statutory Auditors during thefinancial year 2021-2022 pursuant to the provisions of Section 143(12) of the CompaniesAct 2013.

Cost Auditors

In accordance with the provisions of Section 148 of the Companies Act2013 read with the Companies (Audit and Auditors) Rules 2014 the Board has on therecommendation of the Audit Committee appointed M/s. N.N.T. & Co. at a remunerationof Rs. 65000/- (Rupees Sixty Five Thousand Only) plus taxes as applicable andre-imbursement of out of pocket expenses as may be incurred for conducting the Cost Auditfor the financial year 2022-2023. Prop. Nikita Talati is having Membership no. is M/28904.Their Firm Registration No. R/100911.

In terms of the provisions of Section 148(3) of the Companies Act 2013read with Rule 14(a)(ii) of the Companies (Audit and Auditors) Rules 2014 theremuneration payable to the Cost Auditor is required to be ratified by the Members of theCompany. Accordingly a resolution seeking Members ratification for the remunerationpayable to the Cost Auditor forms part of the Notice convening the ensuing Annual GeneralMeeting.

Maintenance of cost records as specified by the Central Governmentunder sub-section (1) of section 148 of the Companies Act 2013 is required by theCompany and accordingly such accounts and records are made and maintained. The Company hasfiled the Cost Audit Report for the financial year ended 31st March 2021 submitted byM/s. Talati & Associates. The Cost Audit Report for the financial year ended 31stMarch 2022 will be filed in due course.

Secretarial Auditors and Secretarial Audit Report

M/s. D. S. Momaya & Co Practicing Company Secretaries wereappointed as Secretarial Auditors of your Company to conduct a Secretarial Audit ofrecords and documents of the Company for financial year ended 31st March 2022.Secretarial Audit Report is provided in Annexure-B to this Report.

24. COMPLIANCE WITH SECRETARIAL STANDARDS

The Company confirms compliance with the applicable requirements ofSecretarial Standards 1 and 2.

25. TRANSFER TO INVESTOR EDUCATION & PROTECTION FUND

In terms of the erstwhile provisions of Section 205C of the CompaniesAct 1956 the Company had transferred Unpaid or Unclaimed dividend and interest thereonwhich remained unclaimed or unpaid for a period of 7 years from the date it become due forpayment to the Investors Education & Protection Fund (IEPF) established by the CentralGovernment. The list of Unclaimed Dividend transferred to IEPF is uploaded onCompany's website at www.batliboi.com. As on 31st March 2022 the Company do nothave any unpaid dividend due to be transferred to Investor Education and Protection Fund.

Thus any claimant of dividend transferred above shall be entitled toclaim the dividend from Investor Education and Protection Fund (IEPF) in accordance withsuch rules procedure and submission of documents as prescribed by the Central Governmentin this regard.

26. CONSERVATION OF ENERGY RESEARCH AND DEVELOPMENT TECHNOLOGYABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGO

The information on conservation of energy technology absorption andforeign exchange earnings and outgo as stipulated in Section 134(3) (m) of the CompaniesAct 2013 read with Companies (Accounts) Rules 2014 are given in the ‘AnnexureC' forming part of this Report.

27. LISTING

Presently 28715883 Equity Shares are listed on BSE Limited MumbaiPhiroze Jeejeebhoy Towers Dalal Street Mumbai - 400 001 (Scrip Code: 522004) and theCompany has been paid the Annual listing fees for the financial year 2022-2023.

28. SAFETY AUDIT

As per the Company's practice safety audit is conducted once in ayear. Accordingly Safety Audit was conducted by an Independent Consultant.

29. DISCLOSURE ON SEXUAL HARASSMENT OF WOMEN AT WORKPLACE

The Company is an equal opportunity employer and consciously strives tobuild a work culture that promotes dignity of all employees. As required under theprovisions of the Sexual Harassment of Women at Workplace (Prevention Prohibition andRedressel) Act 2013 and Rules framed there under the Company has implemented a policyon prevention prohibition and redressel of Sexual harassment of Women at workplace. Allemployees (permanent contractual temporary trainees) are covered under this policy.Accordingly an Internal Complaint Committee has been formed and the policy on‘Anti-Sexual Harassment' is posted on the website of the Company atwww.batliboi.com.

Matters handled by Internal Complaint Committee during the year2021-2022 are as follows:-

• Number of complaints on sexual harassment received during theyear: NIL

• Number of complaints disposed off during the year: N.A.

• Number of cases pending for more than 90 days: N.A.

• Nature of action taken by the Employer: N.A.

• Number of Workshops: NIL

30. ANNUAL RETURN

The Annual Return in Form MGT-7 for the financial year ended 31stMarch 2022 shall be filed within 60 days of ensuing Annual General Meeting and will beavailable on the website of the Company at www.batliboi.com The Company has placed a copyof annual return of the financial year 2020-2021 on its website at www.batliboi.com

31. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

There have been no significant and material orders passed by theregulators or courts or tribunals affecting the going concern status and theCompany's operations in future.

32. PARTICULARS OF EMPLOYEES

Information pursuant to Section 197(12) of the Companies Act 2013 readwith Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel)Rules 2014 in respect of the employees of the Company are annexed to this report as‘Annexure D'. In terms of provisions of Section 197(12) of the Companies Act2013 read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 none of the employees are in receipt of remuneration inexcess of the limits set out in the said Rules. Statement showing the names of the top tenemployees in terms of remuneration drawn is annexed to this report as ‘AnnexureE'.

33. INTERNAL FINANCIAL CONTROL

The Audit Committee has established and maintained an effectiveInternal Control over financial reporting. Standard operating practices have been laiddown and are being followed. The criterion is also being audited and management has takeneffective steps to ensure adequate control over financial reporting.

34. RISK MANAGEMENT

Your Company recognizes that risk is an integral part of business andis committed to managing the risks in a proactive and efficient manner. In line withcorporate best practices your Company assesses the risks in the internal and externalenvironment which will monitor evaluate and execute all mitigation actions in thisregards and takes all measures necessary to effectively deal with incidences of risk.Adequate risk management framework capable of addressing the risks is in place.

35. MATERIAL CHANGES AND COMMITMENTS DURING THE YEAR

There is no material change and commitment during the year.

36. DIRECTORS' RESPONSIBILITY STATEMENT

To the best of their knowledge and belief and according to theinformation and explanations obtained by them your Directors make the followingstatements in terms of Section 134(3)(c) of the Companies Act 2013:-

a) in the preparation of the annual accounts the applicable accountingstandards had been followed along with proper explanation relating to material departures;

b) they have selected such accounting policies and applied themconsistently and made judgments and estimates that are reasonable and prudent so as togive a true and fair view of the state of affairs of the company at the end of thefinancial year and of the profit and loss of the company for year ended 2022;

c) they have taken proper and sufficient care to the best of theirknowledge and ability for the maintenance of adequate accounting records in accordancewith the provisions of the Companies Act 2013 for safeguarding the assets of the Companyand for preventing and detecting fraud and other irregularities;

d) they have prepared the Annual Accounts on a going concern basis;

e) that proper internal financial controls were in place and that suchinternal financial controls were adequate and were operating effectively; they havedevised proper systems to ensure compliance with the provisions of all applicable laws andthat such systems were adequate and operating efficiently.

f) they have devised proper systems to ensure compliance with theprovisions of all applicable laws and that such systems were adequate and operatingefficiently

37. CAUTIONARY STATEMENT

Certain Statements in this Annual Report may constitute"forward-looking statements". These forward looking statements are subject to anumber of risks uncertainties and other factors which could cause actual results todiffer materially from those suggested by forward looking statements. Important factorsthat could influence the Company's operation can be affected by global and domesticdemand and supply conditions affecting selling prices of finished goods inputavailability and prices changes in government regulations tax laws economicdevelopments in India and in countries in which the Company conducts business litigationindustrial relations and other incidental factors.

38. ACKNOWLEDGEMENTS

Your Directors take this opportunity to express and place on recordtheir appreciation for the continued support cooperation trust and assistance extendedby shareholders employees customers principals vendors agents bankers financialinstitutions suppliers distributors and other stakeholders of the Company.

For and on behalf of the Board of Directors

Nirmal Bhogilal

Sanjiv Joshi

Chairman

Managing Director

(DIN: 00173168)

(DIN: 08938810)

Place: Mumbai

Date: 27.05.2022

.