Mar 31, 2015
The Board of Directors is pleased to present the 21st Annual Report of
the company together with the audited financial statement for the year
ended on March 31, 2015.
FINANCIAL RESULTS
The financial performance of the Company, for the year ended March 31,
2015 are summarized below:
(Rs. in hundreds)
Particulars 2014-2015 2013-2014
Profit before Depreciation &
Amortization Expenses, Finance Costs &
116413 104393 Tax Expenses
Less : Finance Cost 12824 8179
Depreciation 17134 15916
Profit before Tax 86455 80298
Less : Current Tax 16848 15301
Deferred Tax Liabilities 1135
Profit for the year 68472 64997
Add: Balance in Profit & Loss Account -1196264 -1261261
Appropriation
Add: Adjustment of Provision Of IT 230 0
Add: Adjustment of fixed Assets -3096
Closing Balance -1130658 -1196264
SUMMARY OF FINANCIAL RESULTS AND PERFORMANCE OF THE COMPANY
Financial Year 2014-2015 was yet another challenging year. The global
economy, witnessed lower economic growth. Despite these constraints and
the challenging environment, the company performed reasonably well and
the highlights of the performance are as under:
- Revenue from operation increased by 9.58% to 4120398 hundred for the
year as against 3760121 hundred of the previous year.
- PBDIT increased by 11.51% to 116413 hundred for the year as against
104393 hundred of the previous year.
- Profit before tax increased by 7.67% to 86455 hundred for the year as
against 80298 hundred of the previous year.
- Net Profit increased by 5.34% to 68472 hundred for the year as
against 64997 hundred of the previous year.
DIVIDEND
In view of the accumulated losses during the current year, your
Directors are unable to recommend any dividend for the year under
reference.
RESERVES
The Company has transferred an amount of Rs.68472 hundreds to the
General Reserve which is current year's profits and the same is in
compliance with the applicable provisions 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 in Turnover by 9.58 % in adverse market conditions
shows 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 WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR
OF THE COMPANY TO WHICH THE FINANCIAL STATEMENTS 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 OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S
OPERATIONS IN FUTURE
There are no significant and material orders passed by the regulators
or courts or tribunals 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 and nature of its operations. The scope and authority of the
Internal Audit function is well defined and to maintain its objectivity
and independence, the Internal Audit function reports to the Chairman
of the Audit Committee of the Board as well as directly to the Chairman
& Managing Director. The Internal Audit Department monitors and
evaluates the efficacy and adequacy of internal control system in the
Company, its compliance with operating systems, accounting procedures
and policies of the Company.
Based on the report of internal audit function, process owners
undertake corrective action in their respective areas and thereby
strengthen the controls. Significant audit observations and
recommendations along with corrective actions thereon are presented to
the Audit Committee of the Board.
DETAILS OF SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANIES
The company do not have subsidiary companies or associates companies
nor it has entered into any joint ventures agreements.
DEPOSITS
The company has not accepted any deposits during the year from the
Public under section 73 to 76 of the Companies Act, 2013 nor did it
receive the same in any of the previous years and hence there are no
overdue / outstanding Deposits or any interest payable thereon and
therefore the prescribed details under the Companies Act, 2013 are not
required to be furnished.
STATUTORY AUDITORS
Mr. Kalyan Ranjan Guha of M/s Guha & Sons were appointed as Statutory
Auditors of your Company in last Annual General Meeting and they being
eligible have offered themselves for reappointment at the ensuing
Annual General Meeting. No change in Statutory Auditors has taken place
during the period under review.
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 has appointed Ms. Amrita Saraf, Company
Secretary in practice to undertake the Secretarial Audit of the Company
for FY 2014-15.The Secretarial Audit report is annexed herewith as
"Annexure B.
AUDITORS REPORT
The observations made in the Auditor's Report are self-explanatory and
do not call for any further comments. The Auditors have not made any
qualifications in their report.
EXTRACT OF ANNUAL RETURN
The details forming part of the extract of the Annual Return in form
MGT-9 is annexed herewith as "Annexure A.
MANAGEMENT'S DISCUSSION AND ANALYSIS REPORT
Management's Discussion and Analysis Report for the year under review,
as stipulated under clause 49 of the Listing Agreement with the Stock
Exchange in India, 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 on Conservation of Energy and Technology are not required.
However there had been foreign exchange outgo of EURO 4539.68
equivalent to Rs. 373776/- and USD 26787.81 equivalent to Rs 1633011.44
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 is not applicable to the Company in respect of the
financial year 2014-2015 .The company will however, 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 of section 186 of the Companies Act, 2013. Details of
investments made by the company are given in the notes to the financial
statements.
RELATED PARTY TRANSACTION
The company has framed Policy on materiality of related party
transactions and dealing with related party transactions. There are no
materially significant related party transactions made by the company
with Promoters, Key Managerial Personnel or other designated persons
which may have 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) of the 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 annexed herewith as Annexure
"D.
In terms of the provisions of Section Statement of particulars of
employees pursuant to Rule 5 (2) Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 the company did not
have any employee who has been in receipt of the remuneration in excess
of prescribed in the above mention section, during whole or any part of
the year under review.
DIRECTORS
NUMBER OF MEETINGS OF THE BOARD
During the year Five Board Meetings were convened and held, details of
which are provided in the Corporate Governance Report. The intervening
gap between the Meetings was in compliance with the Companies Act, 2013
DECLARATION BY INDEPENDENT DIRECTORS
All independent directors have given declarations that they meet the
criteria of independence as laid down under section 149(7) of the
Companies Act, 2013 and clause 49 of the Listing Agreement.
BOARD EVALUATION
Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of
the Listing Agreement, the Board has carried out an evaluation of its
own performance, the directors individually as well as the evaluation
of the working of its Audit, Nomination & Remuneration Committees. The
manner in which the evaluation has been carried out has been explained
in the Corporate Governance Report.
RE-APPOINTMENT/ RESIGNATION
Sri Hansraj Sethia, the retiring directors by rotation, was
re-appointed as the Director of the Company by the members in the
Annual General Meeting held on 29 September, 2014. Sri Arun Kumar
Sethia whole-time director, of the Company, retire by rotation at the
ensuing AGM and being eligible offer himself for re-appointment.
Sri Madanlal Agarwal, director of the company resigned from the board
w.e.f. 12th September, 2014 due to his ill health. The company
acknowledges valuable contributions made by him which helped in growth
of the organization.
NOMINATION AND REMUNERATION POLICY
The Board has, on the recommendation of the Nomination & Remuneration
Committee framed a policy for selection and appointment of Directors,
Senior Management and their remuneration including criteria for
determining qualifications, positive attributes and other matters
provided under sub section (3) of section 178 of the Companies Act
2013. The Remuneration 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
revised clause 49 of the Listing Agreement the Board of Directors has
framed risk management policy .The Board has a risk assessment and
minimization procedure which is reviewed by the Board periodically.
There is a structure in place to identify and mitigate various
identifiable risks faced by the Company from time to time. At the
Meetings of the Board, these risks are reviewed and new risks are
identified. As of now the Directors do not envisage any element of risk
which threaten the existence of the Company.
VIGIL MECHANISM/WHISTLE BLOWER POLICY
The Company believes in the conduct of its affairs in a fair and
transparent manner to foster professionalism, honesty, integrity and
ethical behaviors in all its business activities and has put in place a
mechanism of reporting illegal or unethical behavior. The Company has
adopted a Vigil Mechanism through which the employees, Directors and
other stakeholders are free to report to Senior Management any
unethical behavior, improper practices and wrongful conduct taking
place in the Company for taking appropriate action. The confidentiality
of those reporting violations is maintained and they are not subjected
to any discriminatory practice.
SEXUAL HARASSMENT
During the year under review, there were no cases filed pursuant to the
Sexual Harassment of Women at Workplace (Prevention, Prohibition and
Redressal) Act, 2013. The Company has complied with the requirement of
formation of a suitable committee as required under the said act. The
Board of Directors and/or the Management of the Company has not
received any complaint on this account from any of the employees of the
Company or from any other person.
PREVENTION OF INSIDER TRADING
The Company has adopted a Code of Conduct for Prevention of Insider
Trading with a view to regulate trading in securities by the Directors
and certain designated employees of the Company. The Code requires
pre-clearance for dealing in the Company's shares and prohibits the
purchase or sale of Company shares by the Directors and designated
employees while in possession of unpublished price sensitive
information in relation to the Company and during the period when the
trading window is closed. The Board is responsible for implementation
of the Code. All Board Directors and the designated employees have
confirmed compliance with the Code.
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to the requirement under section 134(5) of the Companies Act,
2013, with respect to Directors' Responsibility Statement, it is hereby
confirmed that:
In terms of Section 134 (5) of the Companies Act, 2013, the directors
would like to state that:
i) In the preparation of the annual accounts, the applicable accounting
standards have been followed.
ii) The directors have selected such accounting policies and applied
them consistently and made judgments and estimates that were reasonable
and prudent so as to give a true and fair view of the state of affairs
of the Company at the end of the financial year and of the profit or
loss of the Company for the year under review .
iii) The directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of this Act for safeguarding the 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 the company and that such internal financial controls are
adequate and were operating effectively.
vi) The directors had devised proper systems to ensure compliance with
the provisions of all applicable laws and that such system were
adequate and operating effectively.
CORPORATE GOVERNANCE
Your Company complies with all mandatory requirements as stipulated
under clause 49 of the Listing Agreement of the Stock Exchanges. The
Report on Corporate Governance as stipulated under clause 49 of the
Listing Agreements forms part of the Annual Report. The requisite
certificate from the Auditors of the company confirming compliance with
the conditions of Corporate Governance as stipulated under the
aforesaid Clause 49 is attached to this Report.
LISTING OF SHARES
The Securities of the Company are listed with BSE and shall continue to
be listed thereat only. Pursuant to the SEBI (Delisting of Securities)
Regulation 2003, upon confirming the applicable compliances company had
made necessary application for voluntary delisting of its shares from
Jaipur, Madras and Kolkata stock exchange and the same are pending
disposal as on date, with the respective exchanges.
ACKNOWLEDGEMENT
Your Directors would like to express their appreciation for the
assistance and co-operation received from the Banks, Government
Authorities, Customers, Vendors and Members during the year under
review. Your Director also wishes to place on record their deep sense
of appreciation for the committed services by the Executives, Staff and
Workers of the company.
For and on behalf of the Board of Directors
Dated: 29h May, 2015
Place: Kolkata
Pawan Kumar Sethia Sushil Kumar Sancheti
Managing Director Chairman
DIN 00482462 DIN 03281792
Mar 31, 2014
The Members of Balurghat Technologies Limited
The Board of Directors is pleased to present the 20th Annual Report of
the company together with the audited financial statement for the year
ended on March 31, 2014.
FINANCIAL RESULTS
The financial performance of the Company, for the year ended March 31,
2014 are summarized below: (Rs. in hundreds)
Particulars 2013- 2012-
2014 2013
Profit before Depreciation & Amortization
Expenses, Finance Costs & 104393 93699
Tax Expenses
Less : Finance Cost 8179 5684
Depreciation 15916 15532
Profit before Tax 80298 72483
Less : Current Tax 15301 13811
Profit for the year 64997 58672
Add: Balance in Profit & Loss Account -1261261 -1327639
Appropriation
Add: Adjustment of Provision Of IT 0 7706
Closing Balance -1196264 -1261261
RESULTS OF OPERATION
Financial Year 2013-2014 was a challenging year. The global economy
barely a year after recession, witnessed lower economic growth. Despite
these constraints and the challenging environment, the company
performed reasonably well and the highlights of the performance are as
under:
Revenue from operation increased by 6% to 3760121 hundred for the
year as against 3550564 hundred of the previous year.
PBDIT increased by 11.41% to 104393 hundred for the year as against
93699 hundred of the previous year.
Profit before tax increased by 10.78% to 80298 hundred for the year
as against 72483 hundred of the previous year.
Net Profit increased by 10.78% to 64997 hundred for the year as
against 58672 hundred of the previous year.
DIVIDEND
In view of the accumulated losses during the current year, your
Directors are unable to recommend any dividend for the year under
reference.
MANAGEMENT''S DISCUSSION AND ANALYSIS REPORT
Management''s Discussion and Analysis Report for the year under review,
as stipulated under clause 49 of the Listing Agreement with the Stock
Exchange in India, is presented in a separate section forming part of
the Annual Report.
DIRECTORS'' RESPONSIBILITY STATEMENT
Pursuant to the requirement under section 217(2AA) of the Companies
Act, 1956, with respect to Directors'' Responsibility Statement, it is
hereby confirmed that:
i. In the preparation of the annual accounts for the year ended March
31, 2014, the applicable accounting standards read with requirements
set out under Schedule VI to the Companies Act, 1956 have been followed
and there are no material departures from the same;
ii. The Directors have selected such accounting policies and applied
them consistently and made judgments and estimates that are reasonable
and prudent so as to give a true and fair view of the state of affairs
of the Company as at March 31, 2014 and of the profit of the company
for the year ended on that date;
iii. The Directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Companies Act, 1956 and for safeguarding the assets
of the company and for preventing and detecting fraud and other
irregularities: and
iv. The Directors have prepared the annual accounts of the Company on a
"going concern" basis.
AUDITORS AND AUDITORS'' REPORT
M/s Guha & Sons, Chartered Accountants is the Auditor of the Company,
hold office until the conclusion of the ensuing Annual General Meeting
and is eligible for reappointment.
PARTICULARS OF EMPLOYEES
In terms of the provisions of Section 217(2A) of the Companies Act,
1956, read with Companies (Particulars of Employees) Rules, 1975 as
amended, the company did not have any employee who has been in receipt
of the remuneration prescribed the above mention section, during whole
or any part of the year under review.
ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO
Having regard to the nature of business undertaken by your company, the
aforesaid disclosures are not required. There had been foreign exchange
outgo of USD 6442.05 equivalent to Rs. 3,93,316 during the period under
review.
CORPORATE GOVERNANCE
Your Company complies with all mandatory requirements as stipulated
under clause 49 of the Listing Agreement of the Stock Exchanges.
The Report on Corporate Governance as stipulated under clause 49 of the
Listing Agreements forms part of the Annual Report.
The requisite certificate from the Auditors of the company confirming
compliance with the conditions of Corporate Governance as stipulated
under the aforesaid Clause 49 is attached to this Report.
LISTING OF SHARES
The Securities of the Company are listed with BSE and shall continue to
be listed thereat only. Pursuant to the SEBI (Delisting of Securities)
Regulation 2003, upon confirming the applicable compliances company had
made necessary application for voluntary delisting of its shares from
Jaipur, Madras and Kolkata stock exchange and the same are pending
disposal as on date, with the respective exchanges.
ACKNOWLEDGEMENT
Your Directors would like to express their appreciation for the
assistance and co-operation received from the Banks, Government
Authorities, Customers, Vendors and Members during the year under
review. Your Director also wishes to place on record their deep sense
of appreciation for the committed services by the Executives, Staff and
Workers of the company.
For and on behalf of the Board of Directors
Dated: 30th May, 2014
Place: Kolkata
HANSRAJ SETHIA
CHAIRMAN
Mar 31, 2010
The Directors herewith present the 16"1 Annual report of the Company
along with the Audited Accounts for the year ended 31st March,10.
1. The summarized financial performance of your Company is presented
herein under:(Amount Rs. In Lacs)
Particulars Year Ended Year Ended
31-03-10 31-03-09
Total Earnings 2439.42 2141.77
Total Expenditure 2405.41 2141.25
PBDrT 34.01 512
LESS: Interest &Finance Charges 1.88 3.79
Depreciation 11.07 -12.95 12.12 -15.91
Profit / Loss before Tax 21.05 (-15.39)
Provision for Tax _4.21 (1.12)
Profit / Loss after Tax 16,85 (-16.51)
Accumulated Profit / Loss b/f (1423.21) (1406.30)
Adjustment relating to
assets withdrawn
Loss on sale of Investment (56) (.40)
Profit/Loss for appropriation (1406.92) (1423.21)
Profit / Loss c/f (1406.92) (1423.21)
DIVIDEND-
In view of the accumulated losses during the current year, your
Directors are unable to recommend any Dividend for the year under
reference.
REVIEW OF OPERATIONS AND STRATEGIC PLANNING-
The Rs 4,000 billion Indian logistics industry, growing at an average
growth rate of 20% annually, is driven by robust economic growth,
rising export and import, government infrastructure investment and
logistics outsourcing. The year under review was an exceptional year of
turbulences. The depression in the US destroyed investor wealth worth
trillions of dollars across the world. The burst claimed high profile
banks and insurance companies, resulting into complete financial chaos
all over the world.
During the year, your company achieved a turnover of Rs.2439.42 Lacs as
against Rs.2141.77 Lacs in the previous year, showing a growth of 13.90
percent. There have been significant profit in compared to last year
loss, Company have been able to achieve a profit of Rs 21.05 Lacs
before tax during the current Fiscal Year as compared to Loss of
Rs.15.39 Lacs previous year.
FUTURE OUTLOOK-
Indias logistics sector is projected to grow from Rs 4,000 billion to
Rs 5,000 billion by 2010 to Rs 7,500 billion by 2012 (Source:
Assocham), supported by a rapid growth in the manufacturing and service
sectors, substantial domestic and international freight growth,
consumption proliferating in Tier II and Tier III cities and the
governments proposal to invest US$17 billion in the transportation
infrastructure by 2011. The entry of global logistics players in India
is helping local companies benchmark with global standards.
IMMEDIATE CONCERNS-
The Indian logistics sector is fragmented. Two-thirds of the total
trucks are owned and operated by transporters with fleets smaller than
five trucks. The result is intense competition, low freight rates and
thin profitability. The logistics cost in India is still high compared
with developed markets owing to a non-conducive policy environment,
extensive industry fragmentation and infrastructure inadequacy.
While it is true that India cannot remain immune to global meltdown and
the impact of global financial crisis on India were stronger than
expected, it is also showing that it will be the first to recover. The
measures taken by our Apex Bank had resulted into comfortable liquidity
of rupee. Indian banks are much more conservative than American &
European Banks when it comes to lending. Hence, the exact same problems
that distributed that distributed global financial institutions, is not
expected to effect Indian financial system.
EMPLOYEE RELATIONS-
The Company is left with very few persons, which fits the existing
requirement. Your Directors had taken cognizance of manpower and dare
in the process of taking appropriate steps as necessary, in the
context. The employee relations at the branch level continues to be
stable and satisfactory productive at the present juncture.
DIRECTORS RESPONSIBILITY STATEMENT-
Pursuant to the provisions contained in the Section 217(2AA) of the
Companies Act, 1956, your Directors state as under:
(i) That in the preparation of the annual accounts the accounting
standards had been substantially complied along with proper explanation
relating to material departures;
(ii) That your Directors have selected such accounting policies and
have applied the same consistently and had made judgments and estimates
that are reasonable and prudent so as to give a true and fair view of
the state of affairs of the Company at the end of the financial year as
well as the profit or loss of the Company pertaining to such period;
(iii) That your Directors have taken proper and sufficient care for
the maintenance of accounting records, as also for safe guarding the
assets of the Company and for detection of frauds and other
irregularities;
(iv) That on account of the adverse circumstances prevailing in the
Company your Directors had been compelled to allow certain departures
in respect of certain regulatory provisions all of which had been
justified with proper explanations as also with regards to the adverse
opinions and reservations made by the Auditors, in their report to the
members.
(v) Your Directors have prepared the accounts on the going concern
basis and considers the same to be appropriate irrespective of opinions
to the contrary.
CORPORATE GOVERNANCE-
Your Company has been practicing the principles of good corporate
governance. A detailed section on Corporate Governance pursuant to the
requirements of Clause 49 of the listing agreement forms part of the
Annual Report as Annexure -I and II. A certificate from the Auditors as
to compliance of the various provisions of the Clause 49 of the listing
agreement is annexed herewith.
CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION-
Having regard to the nature of business undertaken by your Company, the
aforesaid disclosures are not required.
FOREIGN EXCHANGE EARNING AND OUTGO-
There had been no foreign exchange earnings and outgo during the period
under review.
PARTICULARS OF EMPLOYEES EARNINGS-
No Statement in terms of Sec.217(2A) of the Companies Act, 1956 is
annexed to this report as the Company did not have any employee who has
been in receipt of remuneration above Rs.24,00,000/- per annum or
Rs.2,00,000/- per month, during whole or any part of the year under
review.
AUDITORS-
M/s. Guha & Sons. Chartered Accountants are the Auditors of the
Company; retire at the conclusion of this Annual General Meeting and
being eligible offer themselves for reappointment.
LISTING OF SHARES-
The Securities of the Company are listed with Mumbai Stock Exchange and
shall continue to be listed thereat only. Pursuant to the SEBI
(Delisting of Securities) Regulations 2003, upon confirming the
applicable compliances Company had made necessary application for
Voluntary Delisting of its shares from Jaipur, Madras and Kolkata and
the same are pending disposal as on date, with the respective
Exchanges.
ACKNOWLEDGEMENT-
Your Directors take this opportunity to convey their sincere
appreciation to the Shareholders for their valuable support and
continued confidence in the Company. Your Directors are also deeply
grateful to Companys associates, suppliers, Government authorities for
their continued support.
For & on Behalf of the Board
Dated: 17th August, 2010
Place: Kolkata Pawan Kumar Sethia
Managing Director