Directors Report of Balmer Lawrie & Company Ltd.

Mar 31, 2023

BOARD’S REPORT

To the Members,

The Directors have pleasure in presenting the 106^th Report of your Company for the Financial Year
(FY) ended 31^st March, 2023, together with the Audited Financial Statements, Auditor’s Reports and
the Comments of Comptroller & Auditor General of India on the Accounts of the Company and other
statements/ reports attached thereto.

FINANCIAL SUMMARY & HIGHLIGHTS

Over all Financial Results	STANDALONE FINANCIAL RESULTS		CONSOLIDATED FINANCIAL RESULTS*
	Year ended	1 31st March	Year ended 31st March
	2023	2022	2023	2022 (Restated)
Surplus for the year before deduction of Finance Charges, Depreciation and Tax Deduct there from:	26804	22269	23905	20617
i. Finance Charges and Depreciation	5674	5254	7474	7014
ii. Provision for Taxation	5744	4734	5744	4734
Profit after Tax (PAT)	15386	12281	10687	8869
Add: Transfer from Profit & Loss Account	83189	81168	110027	104866
Total amount available for Appropriation	98575	93449	120714	113735
Appropriations: Interim Dividends	0	0	0	0
Dividend @ Rs. 6.50 per equity share (for FY 2021-22) Previous Year Rs. 6.00 per equity share (for FY 2020-21)	11115	10260	11115	10260
Transfer to General Reserve	0	0	0	0
Other Adjustments	0	0	-10768	-6552
Minority interest / Foreign Exchange Conversion Reserve etc.	0	0	0	0
Surplus carried forward to next year	87460	83189	120367	110027
Total of Appropriation	98575	93449	120714	113735

OVERVIEW OF THE STATE OF THE

COMPANY’S AFFAIRS

• The Company recorded net turnover of
Rs.2,38,309.16 Lakh during the FY 2022-23
as against Rs.21,04,84.97 Lakh in the FY

2021-22 which is an increase of 13.22% over
last year.

• The Company recorded a Profit Before Tax
of Rs.21,130.23 Lakh in the FY 2022-23 as
against Rs.17,014.45 Lakh in the FY 2021¬
22. The increase is being attributable to the
easing out effect of COVID-19 pandemic on
the performance of SBU Travel and Vacations
which was severely effected in previous two
Financial Years due to the same. The Reserve
and Surplus of your Company increased to
Rs.1,18,524.12 Lakh as on 31^st March, 2023

as compared to Rs.1,14,885.52 Lakh as on
31^st March, 2022.

TRANSFER TO RESERVES

The Reserve and Surplus of your Company
increased to Rs.1,18,524.12 Lakh as on 31^st
March, 2023 as compared to Rs.1,14,885.52
Lakh as on 31^st March, 2022. During the year,
no amount has been transferred to General
Reserve.

SHARE CAPITAL

The paid-up Equity share capital of the Company
as on 31^st March, 2023 stood at Rs.1,71,00,38,460
consisting of 17,10,03,846 Equity Shares of
Rs.10/- each fully paid up. The Company has not
issued any shares with differential voting rights
nor has granted any stock option or sweat equity
share.

DIVIDEND

A dividend of Rs. 7.50/- (Rupees Seven and
Paise Fifty only) per fully paid up Equity Share,
on the entire paid up equity share capital of the
Company has been recommended by the Board
of Directors for the FY 2022-23, for declaration
by the Members at the ensuing 106^th Annual
General Meeting (AGM) to be held on 27^th
September, 2023. The dividend, if declared,
will be paid within statutory time limit of 30 days
from the date of such declaration either by way
of warrant, demand draft or electronic mode to
those Shareholders who would be holding shares
of the Company as on the cut-off date i.e. 20^th
September, 2023, (End of Day). In respect of
shares held electronically, dividend will be paid to
the beneficial owners, as on the cut-off date i.e. 20^th
September, 2023, (End of Day) as per details to
be furnished by their respective Depositories, i.e.,
either Central Depository Services (India) Ltd. or
National Securities Depository Ltd. The dividend
to be paid shall be subject to Tax Deducted at
Source and other applicable provisions of the
Income Tax Act, 1961.

The dividend recommended by the Board is in
line with the above policy.

MATERIAL CHANGES AND COMMITMENTS
AFFECTING THE FINANCIAL POSITION OF
THE COMPANY OCCURRED BETWEEN THE
END OF THE FINANCIAL YEAR AND THE
DATE OF THE REPORT

There have been no material changes and
commitments affecting the Financial Position of
the Company occurred between the end of the
Financial Year and the date of the report.

MANAGEMENT DISCUSSION AND ANALYSIS
REPORT

The Management Discussion and Analysis
Report as per the provisions of SEBI (Listing
Obligations and Disclosure Requirements)
Regulations, 2015 ("the Listing Regulations”)
and guidelines on Corporate Governance for
Central Public Sector Enterprises, 2010 by DPE
is attached separately as ‘Annexure- 1’.

CONSOLIDATED FINANCIAL STATEMENTS

The Financial Statements and Results of your
Company have been duly consolidated with its
Subsidiary and Associates pursuant to applicable
provisions of the Companies Act, 2013 ("the Act”)
& allied Rules, the Listing Regulations and Indian
Accounting Standards (Ind-AS).

Further, in line with first proviso to Section 129(3)
of the Companies Act, 2013 read with the
allied Rules, Consolidated Financial statements
prepared by your Company include a separate
Statement in Form ‘AOC-1’ containing the salient
features of the Financial Statement of your
Company’s Subsidiary, Associates and Joint
Ventures which forms part of the Annual Report.

REPORT ON SUBSIDIARY ASSOCIATES
AND JOINT VENTURE COMPANIES AND
THEIR CONTRIBUTION TO THE OVERALL
PERFOMANCE IN THE COMPANY

During the FY 2018-19, the Company had revised
the policy for determining material subsidiaries in
terms of the amended Listing Regulations w.e.f.
1^st April, 2019. The policy may be accessed on
the Company’s website at the link:
https://www.balmerlawrie.com/adminls/dl u/
Policy on Determining Material Subsidiary-BL.
pdf

As per the aforesaid policy, none of the subsidiary
appear to be material subsidiary of your Company.

The contribution to the income of Balmer Lawrie
& Co. Ltd. from Subsidiary, Associates and JV
Companies are as under:

Name	Amount (Rs. In Lakh)	Nature
Balmer Lawrie (UAE) LLC	3065.11	Dividend
Balmer Lawrie-Van Leer Ltd.	516.07	Dividend
AVI-OIL India Private Ltd.	63.00	Dividend
Balmer Lawrie (UAE) LLC	661.11	TSMS Fees
PT Balmer Lawrie Indonesia	116.17	TSMS Fees

FINANCIAL STATEMENT OF SUBSIDIARY
COMPANY

In line with the provisions of Section 136 of the
Companies Act, 2013, your Company has placed
audited accounts of its subsidiary on its website
- www.balmerlawrie.com. Members shall be
provided the financial statement of the subsidiary
company as per requisition made by them in
writing.

A brief write-up about the Subsidiary, Associates
and Joint Venture Companies of your Company,
inter-alia, reporting about their respective
performance, financial position and other
significant events is presented hereunder:

REPORT ON SUBSIDIARY
Visakhapatnam Port Logistics Park Limited
[VPLPL] - Subsidiary

Visakhapatnam Port Logistics Park Ltd.
(hereinafter referred to ‘the JVC’) was incorporated
on 24^th July, 2014, under the Companies Act,
2013, with equity contribution in the ratio of 60:40
between the two joint venture partners, namely
Balmer Lawrie & Co. Ltd. and Visakhapatnam
Port Authority.

The JVC runs and operates a Multimodal Logistics
Hub (MMLH) facility in Visakhapatnam. The
MMLH comprises of an open yard storage facility,
mechanised warehouse and a temperature-
controlled storage solution facility for mechanised
materials handling and intermodal transfer
between container terminals and break-bulk
cargo terminals. The MMLH provides option for
handling both bonded as well as non-bonded

cargo coupled with offering of value-added
services such as customs clearance, sorting,
grading, aggregation, disaggregation and freight
handling. It has a rail connectivity of 1.30 K.M.
where 4 rakes can be handled in a day. The MMLH
upon receipt of CFS license, has commenced its
CFS operations from 2^nd March, 2023.

The mechanised warehouse facility of the JVC
covering around 1,06,650 sq. ft. had witnessed
an average capacity utilization of 92% during
the FY 2022-23, as against utilization of 97%
during the previous FY 2021-22. In anticipation
of receiving CFS license, the EXIM portion of the
warehouse had to be vacated in November 2022,
which resulted in reduction of capacity utilization,
which otherwise had witnessed 100% utilisation
till November 2022.

The JVC’s temperature-controlled warehouse
facility is equipped with frozen & chilled chambers
with a capacity of handling 3,780 pallets. During
the FY 2022-23, this business had reached its
maximum capacity utilization of 100%, as against
utilization of 95% during the previous FY 2021¬
22.

The JVC during the year under review experienced
challenges in achieving growth in the area of
Open Yard and Rail Siding business, due to
imposition of export duty on steel products which
was effective from second quarter of the FY 2022¬
23, ban on export of agricultural commodities and
non-availability of rakes for the customers dealing
in Aluminum products. These significant factors
had adversely affected the capacity utilization of
its Open Yard business, which had dropped from
40% (FY 2021-22) to 24% in the FY 2022-23. The
number of rakes handled also had reduced from
123 Rakes (FY 2021-22) to 60 rakes in the FY

2022-23.

During the FY 2022-23, the JVC was able to
generate a total revenue of Rs.12.56 Crores
as against Rs.14.05 Crores earned during
the previous FY 2021-22. However, due to
depreciation and interest on borrowings, the JVC
ended up with a loss of Rs.10.54 Crores during
the FY 2022-23.

The significant achievement of the JVC during the
FY 2022-23, was the receipt of Container Freight
Station (CFS) license on 27^th January, 2023 and
commencement of CFS operations on 2^nd March,

2023. With this license in place, the facility is
now aligned with the Prime Minister’s Gati Shakti
initiative, since the JVC is well equipped to offer
an end-to-end Logistics Services with best-in¬
class infrastructure.

The JVC had already handled 74 TEUs of Export
containers in the month of March 2023 and
generated a revenue of Rs.12 Lakh. The JVC
is expected to perform better in the current FY

2023-24, since commercial agreements have
been signed off with some of the major shipping
lines.

REPORT ON JOINT VENTURES
Balmer Lawrie (UAE) LLC (BLUAE)

Balmer Lawrie (UAE) LLC, the Financial Year of
operation is calendar year and hence this report
is for the period of January to December 2022.

Recovery from COVID-19 could not take place
fully as Global Supply Chain disruptions continued
till Q3 of 2022.

The Region continues to face severe Geopolitical
challenges erupting out of the Russia-Ukraine war
and the deteriorating relationship with US-China.
All these were followed by a cut in oil output,
resulting in unstable petroleum prices resulting
from the instability of the demand.

Drop in demand resulted in severe competitive
pressures in pricing and competition from across
borders.

Given the challenges, the Company fared decently
during the FY 2022 due to the fundamental pillars
of the Company where "People” remained at the
center of all our focus.

Added to the above strategic goals of the Company
and sustainability drive kept the Company afloat
beating all challenges due to the customer-centric
culture and strong Supply Chain Management
Systems of the Company.

Performance Driver’s for the Company remained:

a. People & Team

b. Customer Service Excellence

c. Transformational Performance

d. Sustainability Drive.

The company continued to keep focus on Export
Markets and has expanded substantially.

All product verticals performed very decently.
Operational efficiency remained at the core and
was the best ever.

Cost Leadership Initiatives helped the company
in the tightrope walk of severe competition.

All approved Capex has duly been commissioned
by 31^st December, 2022.

The company launched several new products
in 2022. The focus of the company continues
to remain on Technology upgradation and IT
initiatives.

In order to rationalize competition in Metal
Packaging, company did the acquisition of the
number 2 player in the market.

The company expects to continue its leadership
position in Industrial Packaging in the Region.

Balmer Lawrie-Van Leer Ltd. [BLVL]

Global Challenges - during the year under
review FY 2022-23, Balmer Lawrie-Van Leer
Ltd. (BLVL) has experienced challenging
macroeconomic environment, marked by
geopolitical uncertainties, high commodity
inflation, supply chain constraints, volatile trade
balance, rising energy prices, competition
among other factor. The decline in global
demand for steel exports has impacted the sales
of steel drum closures division.

Focus - The company focused engaging in
new opportunities, high growth segments and
retaining our key customer base. This has helped
the company to steer the course of profitable
growth. The company assessed the prospects in
the Food & Lubricant sector and restructured its
Plastic manufacturing facilities to tap the steady
growing demand.

Results - The company has for the third
consecutive year achieved to deliver impressive
top-line for the Financial Year 2022-23. The
financial performance for the year recorded the
highest ever revenue of Rs. 591 Crores which
was Rs. 586 Crore in the previous year. The PBT
for the Financial Year 2022-23 stood at Rs.37.50
Crore as against Rs.50.42 Crore in the previous
year. The Steel Drum closure units of BLVL at
Turbhe and at Bengaluru have reported a decline
in turnover. The Plastic Division at Turbhe,

Dehradun & Chennai was able to increase its
turnover in the current year. The combined overall
turnover of both, Steel Drum Division and Plastic
Drum division was higher in comparison to the
previous year.

Future - A food compliant facility is being
developed at Pune and Dehradun. The Pune
manufacturing facility was completed during the
year and production is expected in next financial
year. The additional manufacturing facility at
Dehradun plant is under construction. The
Dahej plant has commenced its production in all
segmented products.

AVI-Oil India Private Ltd. [AVI-OIL]

For the FY 2022-23, AVI-OIL has achieved sales
volume of 1,429 KL of lubricants blended, 23 MT
of greases reprocessed and 251 MT of esters.

During the FY 2022-23, the Company achieved
the net sales of Rs.9,125.53 Lakh as compared to
the previous year net sales of Rs.5,371.09 Lakh.

The Profit before Tax (PBT) for the FY 2022-23 is
Rs.2,081.12 Lakh as compared to previous year
PBT of Rs. 912.50 Lakh. The increase is mainly
due to increase in sales and increase in other
income.

The Profit before Depreciation, Interest and Tax
(PBDIT) for the FY 2022-23 is Rs. 2,458 Lakh
as compared to the last year PBDIT of Rs.1,293
Lakh.

Particulars	(Rs. in Lakh)
	2022-2023	2021-2022
Total Revenue	9240.68	5495.50
Net Sales	9125.53	5371.09
Total Expenses	7159.56	4583.00
Profit/ (Loss) Before Tax (PBT)	2081.12	912.50
Taxation
- Current tax	521.41	323.06
- Deferred tax	(54.77)	(53.24)
Net Profit/ (Loss)	1614.48	642.68

PT Balmer Lawrie Indonesia [PTBLI]

PT Balmer Lawrie Indonesia (PTBLI) is a 50:50
joint venture company between “PT Imani
Wicaksana”, Indonesia and “Balmer Lawrie & Co.
Ltd.”, India. The company was formed in 2010. The
business of the Joint Venture is to manufacture
and sale of greases and lubricants in Indonesia &
adjoining region. Indonesia’s Lubricant market is
characterized by:

• Market Size in 2021 is 879.84 million liters
projected to reach 1.10 billion liters in 2026
(CAGR 4.64%)

• 60% of the volume is contributed to Automotive
Growth & one of the largest 2 Wheeler Market
in Asia.

• Consumption is likely to see increase riding on
the back of increasing infrastructural activities
& growth in vehicle population.

PTBLI has 3 business verticals

• Industrial & Direct B2B

• Retail Channel Business

• Contract manufacturing business

While Industrial & Retail Business focuses on
sales & promoting our own Balmerol Brand of
Lubricants in this region, Contract Manufacturing
is done on contract basis to manufacture for other
Lube & Grease Marketing companies including
Pertamina, the largest national oil Company of
Indonesia.

The last Financial Year, 2022-23 witnessed a
robust performance by PTBLI with

• Better Sales Realization has increased our
Business Turnover.

• 64% Growth in Sales of Balmerol Brand.

• Better Control on Receivables, no new Bad
Debts

• Retail Business has made significant increase
in sale of Motor Cycle Oil & Greases in small
pouches.

Transafe Services Ltd. [TSL]

Hon’ble National Company Law Tribunal (NCLT)
vide its order dated 9^th April, 2021 has approved
the Resolution Plan of M/s Om Logistics Limited
(Resolution Applicant in the said matter of
Corporate Insolvency Resolution Process (CIRP)
initiated upon M/s Transafe Services Ltd. (TSL),
wherein, the following had been approved upon
implementation of the Resolution Plan:

i. The entire existing Equity Share Capital of
TSL shall stand cancelled, extinguished and
annulled & be regarded as reduction of Share
Capital to the extent of 99.99997% and the
remaining 0.00003% shall be required to be
transferred to the Resolution Applicant.

ii. The entire existing Preference Share Capital
of TSL shall stand cancelled, extinguished
and annulled to the extent of 100% and be
regarded as reduction of Capital.

Consequent to the above, the Company ceased to
have joint control or have any significant influence
over TSL and TSL ceased to be a Related Party
under the extant provisions of Section 2(76) of
the Companies Act, 2013 or under IND AS-110 or
clause 2(1)(zb) of Listing Regulations. However,
the Company has filed an appeal to Hon’ble
National Company Law Appellate Tribunal
(NCLAT) against the orders of Hon’ble NCLT.
The investments of the Company (in both equity
and preference shares in the said joint venture),
have been unilaterally reduced by way of capital
reduction, by the demat account service provider.
The Company has been following up with the
demat account service provider for re-instatement
of the same considering that the matter is sub-
judice (supra).

Recently, Hon’ble NCLAT vide Order dated 26^th
July, 2023 has dismissed the appeal.

CESSATION / CHANGE IN JOINT VENTURES
/SUBSIDIARIES /ASSOCIATE COMPANIES
DURING THE YEAR

During the FY 2022-23, there was no instances of
cessation / change in Joint Venture/ Subsidiaries
/ Associate Companies.

Effective 8^th August, 2022, BLUAE - a foreign
joint-venture of the Company had acquired 100%
of the issued share capital of Elegant Industries
LLC which is a limited liability Company registered
at UAE and its financials are merged with BLUAE.

MEMORANDUM OF UNDERSTANDING (MOU)

Every year your Company signs an MOU with
the Government of India, Ministry of Petroleum
and Natural Gas, based on guidelines issued by
the Department of Public Enterprises (DPE). The
MOU targets include revenue from operations,
operating profit to Revenue, PAT/Net Worth,
capital expenditure, receivable management,
capacity utilization and research and
development initiative etc. Periodic review on
achievement of MOU was carried out throughout
the year. MOU evaluation for the Financial Year
2021-22 has been received. The grading of the
Company for the FY 2021-22 was "Good”.

HUMAN RESOURCE MANAGEMENT (HRM)

The organization believes that its success depends
on the alignment & performance of its people. In
order to create value for the Organization and
based on the long term plan and current realities,
the following domains have been the focus areas
of Human Resource Management in the FY
2022-23:¬
- To ensure the organization has the right
people, in the right job, at the right time.

- Enhancing employee productivity to reach
the best in class levels and support the
vision of the Company of becoming a leading
diversified corporate entity having market
leadership with global presence in the chosen
business segments.

- Consistently deliver value to all stakeholders
and focus on enhancing employee
engagement and employee experience.

- Continue to build employee capability,
upgrading leadership and manage talent &
employee performance across all levels of the
workforce.

(a) Talent Acquisition

In today’s intensely dynamic markets, the
Company has successfully inducted 31 (Thirty
One) Executives and 6 (Six) Officers (Non¬
Unionized Supervisors) during the year to
reinforce the Company’s performance and bolster
the Company’s capabilities in all business areas.

(b) Learning and Development

The Company aligns its learning & development
practices and solutions in line with the
organizational growth and productivity. Our aim
has been to continuously invest in enhancing
the professional skills and competencies of our
employees. With the objective of enhancing
the functional and leadership competencies,
extensive training programs for employees in line
with the business requirement of the Company,
both in the areas of general management and
specialist skill development were planned and
executed.

Balmer Lawrie Mentorship Scheme (BLMS)
has been implemented for providing effective
development opportunity which the organization
can offer to its new employees. The scheme

has laid down criterias to objectively cover all
new joinees in Executive cadre who join the
Company in Grades E1 to E5. The Company
has also focused and invested in its resources
on preparing a panel of mentors in each SBU/
Function in Company. Executives in Grades E3
and above, upto grades E7 comprised of such
panels.

The Management invested itself in designing a
distinctive 9-month long leadership development
program, where the participants are given
opportunity to hone leadership skills through
action learning. The arena of action learning are
projects which were futuristic, challenging, and
critical to growth and competitive advantage of
the Company.

With the objective to create and nurture a
learning culture within the organisation and
positively impact performance, the Company
has developed SCORM-based and movie-based
video digital learning content for its Personnel.
Online modules have been created for induction
of lateral hires and for creating awareness
of Purchase/ procurement procedures of the
Company.

Worker’s and Supervisors Training: The
unionized staff members have been consistently
provided with regular Safety training sessions to
ensure their well-being and create a secure work
environment. This is in addition to the Tool Box
talks, Safety training etc. being conducted for the
regular and contractual workers for inculcating
and building a Safe working environment in the
organisation. Recognizing the importance of their
overall health and happiness, additional training
programs have been conducted to equip them
with the necessary tools to address behavioural,
social and mental health issues. These
specialized trainings aim to empower the staff
with the knowledge and skills to tackle various
issues that may arise, fostering a supportive and
inclusive workplace environment that values their
holistic well-being.

The training sessions for Supervisors cover a
wide range of topics to enhance their capabilities
and effectiveness. Firstly, safety training is
provided to ensure supervisors are well versed
in maintaining a secure work environment and
promoting employee well-being. Communication

skills are also emphasized, enabling supervisors
to effectively convey information, provide
feedback and foster strong relationships within
their team.

To provide a safe working environment for
women, employees / others are being regularly
sensitised about the provisions of the ‘The Sexual
Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013’.

In addition, supervisors receive training on GeM
and Purchase Manual, ensuring they are up-to-
date with the latest procurement procedures and
can navigate the system efficiently. To uphold
quality standards, supervisors are acquainted with
ISO guidelines and practices. Keeping pace with
new age methodologies, supervisors are exposed
to topics like design thinking, which encourages
innovative problem-solving approaches. Lastly,
other functional and behavioural trainings are
conducted for Supervisors to help them develop
a well-rounded skill set and hence ensuring the
organization’s overall success.

In all 1600 Training days were achieved which
included both in-house and external programmes
for all categories of employees during the year.

(c) Managing Performance

Based on the Competency Framework developed
for all Executive grades, the Company has
implemented a Competency Linked Performance
Appraisal System for all Executives. With a view
to ensure timely completion of Performance
Management Appraisals, the process has
been e-enabled for Executives upto grade E-8.
Our Company has maintained 100% online
submission of ACR/APAR in respect of all Non¬
unionised positions along with compliance of
prescribed timelines w.r.t writing of ACR/APAR
during the FY 2022-23.

(d) Employee Engagement and Welfare

An effective work culture has been established in
the organization which encourages participation
and involvement of employees in activities
beyond work. Towards furthering this, during the
year the 157^th Foundation Day was celebrated in
all units and establishments across the country.
The employees participated in large numbers
and made the event a memorable occasion.

Welfare & representation of SCs, STs, OBCs,
PwBDs, EWS

During the year, in the Executive & Officers [NUS]
cadre, 3 (Three) employees in the SC category,
14 (Fourteen) employees in the OBC category, 1
(One) employee in the ST category and 2 (Two)
women employees were recruited.

The actual number of employees belonging to
special categories, Group-wise, as on 31^st March,
2023 is given below:-

Group Regular SC ST OBC PH Women EWS Minori-
Manpower [*] ties

as on
31.03.2023

A 483 57 8 88 5 61 2 33

B 185 36 7 51 5 21 2 12

C 37 2 0 13 1 8 0 2

D

[includ- 166 18 3 40 6 4 0 31

ing D1]

Total 871 113 18 192 17 94 4 78

In compliance with the above Acts, the Company
has implemented reservation rosters including
4% reservation for persons with benchmark
disabilities. The Company also has implemented
‘Equal Opportunity Policy’ in accordance with
the provisions of The Rights of Persons with
Disabilities Act, 2016 and Rights of Persons with
Disabilities Rules, 2017.

Employee Relations

Management believes in a process of open &
transparent consultation with the collectives.
Employees are represented in various Trusts
formed by the Company to administer various
employee benefit schemes. Plant level
committees are in place to discuss and settle
productivity and work place related matters.
Consultative Forums have been established to
resolve disputes / differences.

The employee relations continued to be generally
cordial at all Units / Locations of the Company
during the year.

Implementation of Official Language

To ensure implementation of Official Language

policy of the Government of India, the Company
has taken several steps to promote usage of
Hindi in official work. Various activities like 27
workshops were organized during the year in
which 378 employees were trained on usage
of Hindi in Official work. Hindi Pakhwada was
celebrated at all locations of the Company during
the month of September 2022.

We have also trained 35 employees in Hindi
Prabodh, Praveen and Pragya courses. Issue of
Balmer Lawrie Organizational Gazette (BLOG)
for October 2022 was released completely in
Hindi. Similarly, Balmer Lawrie online monthly
(BLOOM) Bulletin also released bilingually.
Implementation of the Official Language Policy
is top driven in our Company and used Hindi in
all our activities of CSR, Company’s Foundation
Day, Town hall meetings, World Environment
Day, Safety Week, Vigilance Awareness Week,
International Women’s Day, Quami Ekta Week.
As a helping literature to use Hindi in Official work,
file covers are now being printed with bilingual
designations / Daily routine notings.

Empowerment of Women

In an endeavour to promote diversity and inclusion,
adequate representation of women personnel
across business verticals and regions has always
been ensured. Efforts have been made at all times
to create an atmosphere conducive and safe for
women employees to join and build a career in
this organization. The present strength of women
employees is 10.79%.

We have representation of women in our
manufacturing businesses like Chemicals,
Industrial Packaging, Greases and Lubricants,
despite the fact that a large chunk of our workforce
constitutes of shop floor workers. We have
had generations of women leaders as full time/
independent/ Government Nominee Directors,
leading Businesses like Travel and Functions like
Secretarial division. At present, we have women
holding key positions in businesses and functions
who are continually nurturing and developing
the organization and making Balmer Lawrie an
organization of excellence.

Like each year, this year too the Company
organized various developmental initiatives
during International Women’s Day Celebration
for Women Personnel across Regions. A debut

edition of the special publication ‘Shakti’ on the
occasion of International Women’s Day, was
conceptualised and released as an endeavour to
celebrate the women workforce of Balmer Lawrie
& Co. Ltd.

Welfare of the Weaker Sections

The Company policy does not permit employment
of any person below the age of 18, directly or
through contractor, in any of its businesses.
To ensure this, the age of all candidates for
employment is verified at the time of recruitment
and recruitment rules ban employment of persons
below 18 years. It also does not buy goods/
products from agencies that use child labour.

The Company does not practice any form of
discrimination or bias in matters related to hiring
of employees, their career planning, training
and development, promotion, transfers, or on
remuneration and perquisites. All sections of
employees, including women, are given equal
opportunities and the Human Resource Policy is
to advance the cause of meritocracy and foster
development of employees, including learning
and growth.

The Company does not practice any discrimination,
in matters relating to recruitment, compensation,
promotion, training on the basis of religion,
caste, region, political affiliation or sex, excepting
positive discrimination in hiring of employees to
give effect to constitutional guarantees for socially
backward / underprivileged groups like SC / ST /
OBC / Minorities / EWS/ Persons with benchmark
disabilities.

In all recruitments where there are candidates
from SC / ST / OBC communities, the Selection
Committee has a member from the reserved
community to ensure that the interest of these
communities is safeguarded.

Community Development & Social Welfare

Balmer Lawrie & Co. Ltd. has a corporate social
responsibility (CSR) mandate. Like many other
corporations, the Company is engaged in various
CSR activities aimed at contributing to the well¬
being of the community and promoting social
welfare. These initiatives include, but are not
limited to:

Education: Supporting educational programs,
and infrastructure development for schools to
enhance access to quality education.

Healthcare: Investing in healthcare facilities,
medical camps, and initiatives to improve
healthcare services in underserved areas.

Skill Development: Providing skill training and
employment opportunities for underprivileged
youth to enhance their employability through Skill
Development Institutes set up by Oil PSU’s.

Environmental Sustainability: Undertaking eco¬
friendly initiatives, tree planting drives, and waste
management projects to promote environmental
conservation.

Swachh Bharat Abhiyan: Swachh Bharat
Abhiyan (Clean India Mission) is a flagship
initiative launched by the Government of India
in 2014 to promote cleanliness, sanitation, and
hygiene across the country. Our Company has
taken forward the campaign and every year
activities are being undertaken in our peripheral
areas.

Azadi Ka Amrit Mahotsav (AKAM): Company
Undertakes initiatives that benefit local
communities, such as awareness campaigns,
cleanliness drives, and skill development
programs under the Aegis of AKAM.

Sustainable Initiatives: Supporting eco-friendly
and sustainable projects to contribute positively
to the environment and society.

Women Empowerment: Promoting gender
equality and empowerment of women through
vocational training and livelihood programs.

Disaster Relief: Extending support during
natural disasters and calamities to aid affected
communities.

Sports Promotion

Our Company encourages participation in various
intra-regional sports activities like cricket, football
etc. by its employees. Our Company is also a
member of the Petroleum Sports Promotion
Board.

Web link for accessing various policies of the
Company:

As a part of effective Corporate Governance,
various codes such as ‘The Code of Conduct for
Board Members and Designated Personnel of
Balmer Lawrie & Co. Ltd.’, ‘Conduct Discipline &

Review Rules for Executives and Non-Unionised
Supervisors (NUS)’ and policies such as ‘HSE
Progressive Disciplinary Policy’, ‘Related Party
Transactions Policy’ etc. are uploaded on the
Company’s website. The same can be accessed
at the link - https://www.balmerlawrie.com/static/
codes & policies

Disclosures regarding the Sexual Harassment
of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013

Internal Committee (IC)

The Company has reconstituted Internal
Committees in all four regions namely Eastern,
Western, Northern and Southern Region
(Separate ICs have been constituted in Bangalore,
Hyderabad and Chennai) of the country under
the Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act,
2013. The following is furnished in terms of the
Act:-

a) Number of complaints filed during the
Financial Year - Nil

b) Number of complaints disposed of during the
Financial Year - Nil

c) Number of complaints pending as on end of
the Financial Year - Nil

CORPORATE SOCIAL RESPONSIBILITY
(CSR)

Annual Report on CSR Activities

1. A brief outline of the Company’s CSR
policy

Vision

“We are committed to serve the community by
empowering it to achieve its aspirations and
improving its overall quality of life.”

Mission

To undertake CSR activities in chosen areas
through partnerships, particularly for the
communities around us and weaker sections
of the society by supporting need-based
initiatives.

Objectives

• Improve the health and nutrition status
of communities, particularly vulnerable
groups such as women, children and elderly

by improving health infrastructure and
facilitating service provision.

• Focus on quality of education and encourage
children from marginalized sections and
girls to complete school education and opt
for higher education.

• To focus on livelihoods and skill development
in order to provide opportunities to women
and youth and make them self-reliant.

• Initiate holistic development programs for
differently abled children and orphans with
a view to provide them opportunities to lead
a meaningful life.

• To support the national efforts in rehabilitation
and relief post unfortunate natural disasters.

Guiding Principles

We at Balmer Lawrie are committed to
continuously improve our efforts towards our
social responsibility, focus on marginalized
sections and encourage our employees to
contribute in CSR activities. Towards this
commitment, the Company shall be guided by
the following guiding principles:

• Affirmative action to provide opportunities to
marginalized communities

• Efforts towards gender inclusiveness

• Encourage community participation and
ownership in order to ensure sustainability
of CSR activities.

• Encourage voluntary participation of
employees.

• Enhancing visibility of our CSR so that
others can benefit from our learnings.

• CSR activities would be based on
partnerships.

• Wherever possible, we will align our
activities with the business objectives.

• Capacity building for the weaker sections of
the society.

Corporate Social Responsibility

Corporate Social Responsibility (CSR) is the
ongoing commitment of businesses to integrate
social and environmental concerns into their
operations. India holds the distinction of being
the first country to enforce CSR activities and
mandate the reporting of CSR initiatives under

the Companies Act, 2013. This landmark
legislation marks the beginning of a new era for
CSR in India, bringing about significant changes
that affect Company formation, administration,
and governance. One notable addition is
Section 135, which outlines the Corporate Social
Responsibility obligations for companies listed
in India. This section covers the requirements
for executing, allocating funds, and reporting
on successful project implementation. The main
objective of this mandate is to invest in the socio¬
economic, cultural, and environmental betterment
of communities. Achieving comprehensive
empowerment for disadvantaged communities
necessitates sustainable approaches that align
with shared community goals. CSR acts as a
positive step towards promoting quality health,
education, livelihood, care, and protection
while ensuring environmental sustainability
and ecological balance. Balmer Lawrie, as an
organization, is deeply committed to conducting
its business in a socially responsible manner
and being responsive to the needs of society
as a whole. Over the past few decades, the
Company has consistently undertaken various
CSR initiatives, driving sustainable development
and growth for its stakeholders. Balmer Lawrie
has independently spearheaded numerous
projects across its units and establishments
throughout the country, in addition to supporting

government-initiated programs such as the Clean
India Mission, Swachh Bharat Mission and Skill
Development Institutes. CSR has now become
an integral part of a Company’s functioning, and
firms must demonstrate such responsibility.

Balmer Lawrie’s CSR initiatives are primarily
driven by two flagship programs: the Balmer
Lawrie Initiative for Self-Sustenance [BLISS] and
Samaj Mein Balmer Lawrie [SAMBAL]. While
the former program focuses on providing and
improving long-term economic sustenance for the
underprivileged, the latter aims to enhance living
standards and quality of life for the population in
and around the Company’s operational areas.
To further its commitment to a sustainable
society, Balmer Lawrie has implemented various
innovative CSR programs. The Company has
successfully delivered on its CSR commitments
and continues to make progress for the
betterment of communities. Recognizing the
importance of national flagship programs
launched by the government, Balmer Lawrie
seeks partnerships with organizations that can
identify community needs and effectively execute
the Company’s CSR objectives. By engaging with
impactful specialized organizations and adhering
to guidelines such as the DPE guidelines, the
Companies Act, 2013, and Schedule VII thereto.
Balmer Lawrie takes pride in advancing initiatives
falling under the purview of CSR.

2. Composition of CSR Committee as on 31^st March, 2023

Sl. No.	Name of Director	Designation / Nature of Directorship	Number of meetings of CSR Committee held during the year	Number of meetings of CSR Committee attended during the year
1	Shri Adika Ratna Sekhar*- Chairperson	Chairman and Managing Director- Wholetime, Executive Director	2	2
2	Shri Rajeev Kumar** - Member	Independent Director	2	2
3	Shri Adhip Nath Palchaudhuri - Member	Director (Service Businesses) - Wholetime, Executive Director	2	2
4	Shri Abhijit Ghosh# - Member	Director (Human Resource and Corporate Affairs) - Wholetime, Executive Director	1	1

^#Shri Abhijit Ghosh, Director (HR & CA) was entitled to attend one meeting during the FY 2022-23
as he was appointed as the Member of the Committee w.e.f 10^th February, 2023.

Shri Sandip Das had attended one meeting of the Committee held on 5^th August, 2022 during the
FY 2022-23 since he ceased to be the Director of the Company and Committee Member w.e.f. 1^st
January, 2023.

Shri Arun Kumar, Shri Anil Kumar Upadhyay and Shri Bhagawan Das Shivahare, Independent
Directors had ceased to be the Directors of the Company and Committee Members w.e.f. 12^th July,
2022 and had not attended any Committee Meeting during the F Y. 2022-23.

3. The web-link where composition of CSR committee, CSR Policy and CSR projects approved by
the Board are disclosed on the website of the Company:

https://www.balmerlawrie.com/static/committees
https://www.balmerlawrie.com/static/codes & policies
https://www.balmerlawrie.com/static/csr

4. Provide the executive summary along with web-link(s) of Impact Assessment of CSR Projects
carried out in pursuance of sub-rule (3) of rule 8, if applicable - Impact Assessment is not applicable
to the Company in pursuance of sub-rule (3) of rule 8. To understand impact of our community-
based projects a small impact assessment was conducted in the FY 2021-22.

5. (a) Average net profit of the Company as per sub-section (5) of section 135. - Rs.18023.14 Lakh.

(b) Two percent of average net profit of the Company as per sub-section (5) of section 135. -
Rs.360.46 Lakh.

(c) Surplus arising out of the CSR Projects or programmes or activities of the previous Financial
Years. - Nil.

(d) Amount required to be set-off for the Financial Year, if any. - Rs.200.00 Lakh.

(e) Total CSR obligation for the Financial Year [(b) (c)-(d)]. - Rs.160.46 Lakh

6. (a) Amount spent on CSR Projects (both Ongoing Project and other than Ongoing Project). - Rs.

376.70 Lakh

(b) Amount spent in Administrative overheads. - Nil

(c) Amount spent on Impact Assessment, if applicable. - Rs. 1.04 Lakh.*

* Impact Assessment is not applicable to the Company in pursuance of sub-rule (3) of rule 8. To
understand impact of our community-based projects a small impact assessment was conducted
in the FY 2021-22.

(d) Total amount spent for the Financial Year [(a) (b) (c)]. - Rs. 377.74 Lakh.

(e) CSR amount spent or unspent for the Financial Year:

	Amount Unspent (Rs. in Lakh)
Total Amount Spent for the Financial Year (Rs. in Lakh)	Total Amount transferred to Unspent CSR Account as per sub-section (6) of Section 135		Amount transferred to any fund specified under Schedule VII as per second proviso to sub-section (5) of Section 135
	Amount.	Date of transfer	Name of the Fund	Amount.	Date of transfer
377.74	NIL	NA	NA	NIL	NA

(f) Excess amount for set-off, if any:

Sl No.	Particular	Amount (Rs. /Lakh)
(1)	(2)	(3)
(i)	Two percent of average net profit of the Company as per sub-section (5) of section 135	360.46
(ii)	Total amount spent for the Financial Year	377.74
(iii)	Excess amount spent for the Financial Year [(ii)-(i)]	17.28
(iv)	Surplus arising out of the CSR projects or programmes or activities of the previous Financial Years, if any	0.00
(v)	Amount available for set off in succeeding Financial Years [(iii)-(iv)]	17.28

7. Details of Unspent Corporate Social Responsibility amount for the preceding three Financial Years:
Not Applicable

1	2	3	4	5	6		7	8
Sl. No	Pre¬ ceding Financial Year(s)	Amount transferred to Unspent CSR Account under sub¬ section (6) of section 135 (in Rs.)	Balance Amount in Unspent CSR Account undersub¬ section (6) of section 135 (in Rs.)	Amount Spent in the Financial Year (in Rs.)	Amount transferred to a Fund as specified under Schedule VII as per second proviso to sub¬ section (5) of section 135, if any		Amount remaining to be spent in succeeding Financial Years (in Rs.)	Deficien¬ cy, if any
					Amount (in Rs)	Date of transfer
1	FY-1	-	-	-	-	-	-	-
2	FY-2	-	-	-	-	-	-	-
3	FY-3	-	-	-	-	-	-	-

8. Whether any capital assets have been created or acquired through Corporate Social Responsibility
amount spent in the Financial Year: No

If Yes, enter the number of Capital assets created/ acquired: Not Applicable

Furnish the details relating to such asset(s) so created or acquired through Corporate Social
Responsibility amount spent in the Financial Year:

Sl No.	Short particulars of the property or asset(s)	Pin code of the property or asset(s)	Date of creation	Amount of CSR amount spent	Details of entity/ Authority/ beneficiary of the registered owner
1	2	3	4	5	6
					CSR Registration Number, if applicable	Name	Regis¬ tered address
-	-	-	-	-	-	-	-

9. Specify the reason(s), if the Company has failed to spend two per cent of the average net profit as
per sub-section (5) of section 135. - Not Applicable

Shri Adika Ratna Sekhar Shri Rajeev Kumar

Chairman & Managing Director Independent Director

Chairman of CSR Committee Member of CSR Committee

(DIN 08053637) (DIN 09402066)

---

Mar 31, 2018

To the Members,

The Directors have pleasure in presenting the 101st Report on the operations and results of your Company for the financial year ended 31st March, 2018, together with the Audited Financial Statements Auditor’s Report and the Comments of Comptroller & Auditor General of India on the Accounts of the Company and other statements/ reports attached thereto.

FINANCIAL SUMMARY & HIGHLIGHTS

(Rs. in Lakh)

	STANDALONE FINANCIAL RESULTS		CONSOLIDATED FINANCIAL RESULTS*
	Year ended 31 March			Year ended 31 March
	2018	201 7		2018	201 7
Surplus for the year before deduction of Finance Charges, Depreciation and Tax	29191	28449		26943	26645
Deduct there from :
i. Finance Charges and Depreciation	3079	3038		3113	3041
ii. Provision for Taxation	7630	8369		7349	8123
Profit after Tax ( PAT )	18482	17042		16481	15481
Add : Transfer from Profit & Loss Account	65882	59110		84425	74472
Total amount available for Appropriation	84364	76152		100906	89953
Appropriations :
Interim Dividend	-	-		-	-
Dividend @ Rs. 7.00 (Rupees seven) per equity share (post bonus)	7980	5700		7980	5700
(previous year Rs. 20.00 (Rupees twenty) per equity share)
Corporate Tax on Dividend	1670	1193		1670	1193
Transfer to General Reserve	-	3000		-	3000
Other Adjustment	1	377		-2476	-4365
Minority interest / Foreign Exchange Conversion Reserve etc.	-	-		-	-
Surplus carried forward to next year	74713	65882		93732	84425
Total of Appropriation	84364	76152		100906	89953

* The Board’s Report is based on standalone results and this information is given as an added information to the members.

Overview of the state of the Company’s Affairs

- The Company recorded net turnover of Rs.1,79,710.38 Lakh during 2017-18 as against Rs.1,77,945.64 Lakh in 2016-17 registering an increase of approximately 1% above last year.

- The Company recorded a Profit Before Tax of Rs.26,111.51 Lakh in 2017-18 as against Rs.25,410.90 Lakh in 2016-17, the increase being attributable to improved performance of various SBUs, particularly, SBU: Travel & Vacations and higher dividend income earned during 2017-18.

- The Reserve and Surplus of your Company increased to Rs.1,14,186 Lakh as on 31st March 2018 compared to Rs.1,05,199 Lakh as on 31st March 2017.

Share capital

The paid up Equity share capital of the Company as on 31st March, 2018 stood at Rs.1,14,00,25,640 consisting of 11,40,02,564 Equity Shares of Rs.10/- each fully paid up. During the year, the Company has not issued any share with differential voting rights nor has granted any stock option or sweat equity share.

Dividend

A dividend of Rs.10/- (Rupees Ten only) per fully paid up Equity Share, on the entire equity share capital of the Company has been recommended by the Board of Directors for Financial Year 2017-18, for declaration by the Members at the ensuing 101st Annual General Meeting (AGM) to be held on 12th September, 2018. The dividend, if declared at the ensuing 101st AGM, will be paid within statutory time limit of 30 days from the date of such declaration either by way of warrant, demand draft or electronic mode to those Shareholders who would be holding shares of the Company as on 5th September, 2018, End of Day. In respect of shares held electronically, dividend will be paid to the beneficial owners, as on 5th September, 2018, End of Day as per details to be furnished by their respective Depositories, i.e., either Central Depository Services (India) Ltd. or National Securities Depository Ltd. The trend of past dividend payment is depicted below:

Note: The dividend per share for the financial year(s) 2016-17 onwards is on the increased paid up capital upon issue of Bonus shares.

DIVIDEND DISTRIBUTION POLICY

Your Company has formulated a dividend Distribution Policy in the year 2016. The said Policy has been uploaded on the Company’s website at the link: http://www.balmerlawrie.com/app/webroot/uploads/DIVIDEND_DISTRIBUTION_POLICY.pdf

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR AND THE DATE OF THE REPORT

No material changes and commitments have occurred after the close of the financial year 2017-18 till the date of this Report, which could affect the financial position of the Company except the following events which have been already reported through stock exchanges and the website of the Company:

- the Board at its Meeting dated 29th May 2018 approved the acquisition of 10% equity share of RCHobbytech Solutions Private Limited out of which 2% would be transferred to Indian Institute of Management-Calcutta Innovation Park (IIM-CIP) for providing incubation support to the start-up and acquisition of 8.5 % equity share of Kanpur Flowercycling Private Limited out of which 2% would be transferred to IIM-CIP for providing incubation support to the start-up.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Management Discussion and Analysis Report as per the provisions of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is attached separately as ‘Annexure- 1’.

CONSOLIDATED FINANCIAL STATEMENTS

The Financial Statements and results of your Company have been duly consolidated with its Subsidiaries, Associates and Joint Ventures pursuant to applicable provisions of the Companies Act, 2013 and allied Rules, the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (LODR) and Indian Accounting Standards (Ind-AS).

Further, in line with Section 129(3) of the Companies Act, 2013 read with the Rules thereon, SEBI (LODR) Consolidated Financial Statements prepared by your Company includes a separate Statement in Form ‘AOC-I’ containing the salient features of the Financial Statement of your Company’s Subsidiaries, Associates which forms part of the Annual Report.

REPORT ON SUBSIDIARIES

During the year under review, no company has ceased to be a Subsidiary or Associate Company.

The Policy for determining material subsidiaries as approved may be accessed on the Company’s website at the link:

http://www.balmerlawrie.com/app/webroot/uploads/Policy_on_Determining_Material_Subsidiary-BL.pdf

As per the aforesaid policy none of the subsidiaries appear to be material subsidiary of your Company.

FINANCIAL STATEMENTS OF SUBSIDIARY COMPANIES

In line with the provisions of Section 136 of the Companies Act, 2013, your Company has placed separate audited accounts in respect of each of its subsidiaries on its website - www.balmerlawrie. com. Members shall be provided separate financial statement of each of the Subsidiary Companies as per requisition made by them in writing.

SUBSIDIARIES AND ASSOCIATE COMPANY

A brief write up on the performance and financial position of Subsidiary, Joint Venture and Associate companies of your Company is presented hereunder:

BALMER LAWRIE (UK) LTD. [BLUK]

Balmer Lawrie (UK) Ltd. (‘BLUK'') is a 100% subsidiary of your Company incorporated in the UK. The subsidiary had previously been engaged in the business of Leasing & Hiring of Marine Freight Containers as also in Tea Warehousing, Blending & Packaging.

After exiting these businesses, BLUK has been utilizing the proceeds to fund other business opportunities. BLUK has to date invested approximately US$ 2.01 million equivalent to Indonesian Rupiah 20 billion in PT Balmer Lawrie Indonesia (PTBLI) - having its registered office at Jakarta, Indonesia - which represents 50 % of the paid up equity share capital of the joint venture company. Balance 50% of the paid up share capital of PTBLI is subscribed by PT. Imani Wicaksana of Indonesia. PTBLI is engaged in the manufacture and marketing of greases and other lubricants in Indonesia. The operations at the plant has now stabilized and the JV is actively trying to get a foothold in the challenging Indonesian lube market. During the year under review, the JV has performed satisfactorily and was able to earn significant profit of IDR 10.18 billion as against a loss of IDR 1.84 billion incurred in the previous year, due to increase in volume of Sales achieved during 2017-18. The Turnover achieved by the JV has grown by 126% in the current financial year over that achieved during 2016-17.

VISAKHAPATNAM PORT LOGISTICS PARK LIMITED [VPLPL]

As part of the Strategic plan, your company has been consistently looking for opportunities for growth in the Logistics sector. In this context, a JV has been formed in the name of VPLPL with Visakhapatnam Port Trust (VPT) contributing 40% of equity and the remaining 60% being funded by your company to set up a Multi Modal Logistics Hub in Visakhapatnam on a 53 acre land allotted to the company by VPT. During the year the company completed the Rail connectivity, made ready the yard for storage of loaded and empty containers. Commercial operations are expected to commence during the third quarter of this fiscal. This Multi-Modal Logistics Hub (MMLH) is built to handle both Exim and domestic cargo. Exim area will have CFS / ICD, Warehousing, Cold Storage/Temperature Controlled Warehouse, Open Cargo Storage, Hazardous & Non-Hazardous Cargo Handling, Truck Parking etc. Non-Bonded/non notified Domestic area will have Yard for Container Storage, General Warehousing, Cold Storage, Open Cargo Storage, Truck Parking, empty container storage, Repairs and maintenance area for containers etc. The unit is also having rail connectivity with a 1.30 KM length track, where 4 rakes can be handled in a day. This hub is the only facility to have direct connectivity with the Port for a seamless movement of laden import and export boxes to and from the Port to the MMLH. The admin building is of 2500 sq.mt. having modular seating arrangement with all modern amenities promising a wonderful experience for the customers, CHAs, etc.

REPORT ON JOINT VENTURES BALMER LAWRIE (UAE) LLC [BLUAE]

Balmer Lawrie (UAE) LLC (the Company) had another very satisfactory year of operations and could achieve highest ever production and sales volumes in most of the major product segments during the year 2017.

Increased focus on customer service, initiatives taken to garner greater market share and product innovation enabled the Company to strengthen customer relationships. The Company achieved significant improvement in retention of skilled employees and employee morale, with positive impact on productivity and efficiencies. Simultaneously, cost reduction was achieved on many fronts through various technological upgradation initiatives. These endeavors enabled the company to stay ahead of competition, which none the less remains intense.

BLUAE has now firmed up long term plans and embarked on plant modernization and capacity enhancement initiatives across its different product lines.

Overall performance during the year was extremely satisfactory and inspite of stiff competition in the market leading to tremendous pressure on the margins for the products sold by the company, the company had been able to achieve the best ever performance during the year under review . However, in the light of the current geo-political / business environment prevailing in the region where the company operates, the company expects an extremely challenging task to maintain similar growth momentum during 2018 as had been achieved over the last couple of years.

BALMER LAWRIE - VAN LEER LTD. [BLVL]

BLVL has closed the Financial Year 2017-18 with a commendable performance. It has a clocked a growth of 15% in operating profit with a corresponding moderate growth in turnover which surged from Rs. 421.9 crores in FY 2016-17 to Rs. 438.6 crores in the current year.

The Steel Closures division of the company at Turbhe (Mumbai) shows some remarkable progress where the Sales and production increased by 25%. Other units of the Company like Plastics divisions and Closure division at Bengaluru maintained a 20% increase on YOY basis.

Over the past few years, the company is witnessing a surge in demand on their plastic products. To overcome this challenge the company is all set to invest in a Greenfield project at Dahej, in Gujarat. The land has been acquired and production is expected to commence next year.

AVI-OIL INDIA PRIVATE LTD. [AVI-OIL]

For the year 2017-2018, the company has achieved sales volume of 1,347 KL of lubricants blended, 23 MT of greases reprocessed and packed and 301 MT of the ester basestocks manufactured.

The company was able to achieve the highest ever Net Sales of Rs.6,537 Lakh with Profit Before Tax of Rs.1,568 Lakh as compared to Net Sales of Rs.6,057 Lakh with Profit Before Tax of Rs.1,647 Lakh for the year 2016-17.

The Profit Before Tax (PBT) for the year 2017-18 is lower as compared to previous year PBT mainly due to change in the product mix sold during the year and increased cost of raw materials.

TRANSAFE SERVICES LTD. [TSL]

TSL is a joint venture of BL and BLVL with 50% shares each. During the financial year 2017-18, TSL experienced a tough time as compared to its earlier years. All the businesses of TSL suffered majorly for want of working capital. Its turnover for the financial year 2017-18, was Rs. 3429.59 Lakh as against Rs. 5682.22 Lakh earned during the previous year 2016-17. It incurred loss of Rs.2116.06 Lakh as compared to loss of Rs. 1078.50 Lakh incurred for the previous financial year 2016-17.

The total revenue for manufacturing business was Rs.832.65 Lakh as compared to Rs.1641 Lakh earned during the previous financial year 2016-17. This decline in revenue was mainly due to shortage of working capital, whereby TSL is not able to accept and also timely execute manufacturing orders. It has currently manufacturing orders of more than Rs. 20 crores and similar are the prospects for the other two business verticals.

The revenue of leasing business decline due to the aging containers without replacement and repair, whereby either the customers had off-leased the containers or negotiated its further usage at a lower lease rentals. During the financial year 2017-18, the income from lease rentals was Rs. 1432.87 Lakh as against Rs. 1979.27 Lakh, earned during the previous year 2016-17.

The logistics business also affected mainly due to acute working capital shortage, whereby it was not able to accept larger business, which requires considerable investments. Logistics revenue for the financial year 2017-18 was Rs.1045.64 Lakh as against Rs.1861 Lakh earned during the previous financial year 2016-17.

The joint venture has large unsustainable bank loans impacting its bottom line for years and is exploring the possibility of a onetime settlement (OTS) with the lending banks. The JV is also looking for strategic partner to invest in the Company and such investment would be used towards funding the bank loan settlement (OTS) and future working capital requirements. Efforts are continued to find a solution to the financial strain faced by the company.

MEMORANDUM OF UNDERSTANDING (MOU)

Every year your Company enters into MoU with the Government of India, Ministry of Petroleum & Natural Gas (MoP&NG) based on guidelines issued by the Department of Public Enterprises [DPE]. The MoU sets out various targets on operational, financial, efficiency return on investment, capacity utilization, technology upgradation, Human Resource Management etc. Your Company’s performance score in respect of the MoU for the year 2016-17 has been adjudged by the DPE in “Excellent” category. MoU evaluation for the year 2017-18 is yet to be completed.

HUMAN RESOURCE MANAGEMENT

The organization believes that its success depends on the alignment & performance of its people. In order to create value for the Organization and based on the long term plan and current realities, the following focus areas had been identified by the HRM Division in 2017-18:

- Enhancing employee productivity to reach the best in class levels and improve profitability by striving for competitive wage cost.

- Continue to build employee capability, upgrading leadership and manage talent & employee performance across all levels of the workforce.

- Renewed focus on enhancing employee engagement and happiness.

[a] Talent Acquisition

In today’s intensely dynamic markets, the Company has successfully inducted 32 Executives and Officers during the year to reinforce the Company’s performance and bolster the Company’s capabilities in all business areas.

[b] Training and Development

The Company adjusts the learning management practices and solutions in line with the organizational growth or productivity. We continued to invest in enhancing the professional skills and competencies of our employees. With the objective of enhancing the functional and leadership competencies, extensive training programs for employees in line with the business requirement of the Company, both in the areas of general management and specialist skill development were planned and executed. In all, 1088 Man-days were achieved including in-house and external programmes including workshops, conferences, seminars and training programmes for all categories of employees during the year.

Our Company has also provided 8.5% of total Executives, one week of training in Centre of Excellence at XLRI, Jamshedpur as a part of their Talent Management and Career Progression Plan. The objective of this multidisciplinary programme was to help middle & senior management become adept at managing the interplay between business functions and excelling at managerial decision making.

[c] Managing Performance

With a view to improve upon performance orientation and bring about objectivity in assessment, the Company has already rolled out a Competency Linked Performance Appraisal System for its executives. With a view to ensure timely completion of Performance Management Appraisals, the process has already been e-enabled for executives upto grade E-8. Our Company has maintained 100 % On-line submission of ACR/APAR in respect of all Executives (E0 and above) along with compliance of prescribed timelines with respect to writing of ACR/APAR during year FY 2017-18.

[d] Employee Engagement and Welfare

An effective work culture has been established in the organization which encourages participation and involvement of employees in activities beyond work. Towards furthering this, during the year, the 152nd Foundation Day was celebrated in all units and establishments across the country. The employees and their family members participated in large numbers and made the event a memorable occasion. Also various programs like Annual Sports Day, Cultural Evening etc. were organized by the Recreation Club at different major locations of the Company.

Every year Town Hall Meetings are organised across locations pan India, during which C&MD and the whole time Directors of the Company addresses all Executives and Officers. This initiative provides a platform for the employees to interact with C&MD and Directors and give suggestions.

Employment of Special Categories

During the year, in the executive & officer cadre, 5 employees in the SC category, 8 employees in the OBC category, 1 employee in the ST category, 4 women employees were recruited. The actual number of employees belonging to special categories, Group-wise, as on 31st March, 2018 is given below:-

Group	Regular Manpower as on 31.03.2018	SC	ST	OBC [*]	PH	Women	Minorities
A	477	46	5	71	3	48	26
B	214	30	0	50	3	26	13
C	78	3	0	18	3	10	2
D [including D1]	359	43	5	79	6	5	61
Total	1128	122	10	218	15	89	102

[*] On and from 08th September, 1993 onwards

Implementation of the Persons with Disabilities [Equal Opportunities, Protection of Right and Full Participation] Act, 1995 and The Rights of Persons with Disabilities Act, 2016

In compliance with the above Acts, the Company has implemented reservation rosters including 4% reservation for persons with benchmark disabilities. Further, to mitigate the shortfall, a special recruitment drive is slated during 2018-19.

Employee Relations

Management believes in a process of open & transparent consultation with the collectives. Employees are represented in various Trusts formed by the Company to administer various employee benefit schemes. Plant level committees are in place to discuss and settle productivity and work place related matters. Consultative Forums have been established to resolve disputes / differences.

The employee relations continued to be generally cordial at all Units / Locations of the Company during the year.

Implementation of Official Language

To ensure implementation of Rajbhasha policy of the Government of India, our Company has taken several steps to promote usage of Hindi in official work. Various activities like workshops, meetings, etc. were organized during the year and the Rajbhasha Pakhwada was celebrated at all locations of the company during the month of September, 2017. Hindi Seminars were organized on 23rd June, 2017 and 21st November, 2017 at Kolkata and Ahmedabad respectively. A Hindi Kavi Sammelan including poets from other Kolkata based Public Sector undertakings was also organized on 4th December, 2017.

We have also trained 45 employees in Hindi Prabodh, Praveen and Pragya courses. Implementation of the Rajbhasha Policy is top driven in our company and our Company received award from Town Official Language Implementation Committee (PSU), Kolkata for the best implementation official Language in official work for the year 2016-17. The award was presented by the Hon’ble Governor of West Bengal during the half yearly meeting held on 21st August, 2017.

Women Empowerment

The Company provides a very conducive ambience for employment of women. The percentage of women employees is on the rise with new recruitments. The present strength of women employees is 7.89% despite the fact that a large chunk of our workforce constitutes of shop floor workers. The Company has created an atmosphere conducive for women employees to join and build a career in this organization.

Internal Complaints Committee

Our Company has constituted Internal Complaints Committee in all four regions of the country under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 (“The Act”).

No complaint under the Act was received during the year 2017-18.

CORPORATE SOCIAL RESPONSIBILITY (CSR) Annual Report on CSR activities.

1. A brief outline of the company’s CSR policy, including overview of projects or programs proposed to be undertaken and a reference to the web-link to the CSR policy and projects or programs.

CSR Policy Vision

“We are committed to serve the community by empowering it to achieve its aspirations and improving its overall quality of life.”

Mission

To undertake CSR activities in chosen areas through partnerships, particularly for the communities around us and weaker sections of the society by supporting need based initiatives.

Objectives

o Improve the health and nutrition status of communities, particularly vulnerable groups such as women, children and elderly by improving health infrastructure and facilitating service provision.

o Focus on quality of education and encourage children from marginalized sections and girls to complete school education and opt for higher education.

o To focus on livelihoods and skill development in order to provide opportunities to women and youth and make them self-reliant.

o Initiate holistic development programs for differently abled children and orphans with a view to provide them opportunities to lead a meaningful life.

o To support the national efforts in rehabilitation and relief post unfortunate natural disasters.

Guiding Principles

We at Balmer Lawrie are committed to continuously improve our efforts towards our social responsibility, focus on marginalized sections and encourage our employees to contribute in CSR activities. Towards this commitment, the Company shall be guided by the following guiding principles.

- Affirmative action to provide opportunities to marginalized communities.

- Efforts towards gender inclusiveness.

- Encourage community participation and ownership in order to ensure sustainability of CSR activities.

- Encourage voluntary participation of employees.

- Enhancing visibility of our CSR so that others can benefit from our learnings.

- CSR activities would be based on partnerships.

- Wherever possible, we will align our activities with the business objectives.

- Capacity building for the weaker sections of the society.

Corporate Social Responsibility

Balmer Lawrie''s current focus is to enhance its triple bottom line year on year. In line with this, the Company has been driving various corporate social responsibility projects independently around its units and establishments across the country and has also been supporting various programs initiated by the Government of India like the Clean India Mission and Skill Development Institutes. The Company believes in achieving higher socio-economic goals and in pursuance of this belief, it is committed to conducting its business in a socially responsible manner and be responsive to the needs of the society at large. The various CSR initiatives pursued by the Company since the last few decades are aligned with the overall objective of driving sustainable development and growth for its stakeholders.

Balmer Lawrie’s CSR initiatives are driven by two Flagship Programs - Balmer Lawrie Initiative for Self-Sustenance [BLISS] and Samaj Mein Balmer Lawrie [SAMBAL]. While the first Program is directed at providing and improving the long term economic sustenance of the underprivileged, the second Program aims at improving the living standards and quality of life of population in and around the Company’s work-centers.

In pursuance of these Programs, the Company has undertaken several community development projects, partnering with various NGOs with a focus to trigger development at micro-communities and thereby generate the desired developmental impact. The focus areas for the Schemes under the Programs, amongst others, have been on education, healthcare, sanitation, shelter, integrated village development, employment generation, vocational training leading to employability & livelihood, rehabilitation of the destitute, disaster mitigation, and environmental protection. CSR efforts are channelized on the above mentioned thematic focus areas and target groups like children, women, youth, elderly and differently abled people.

Through the various CSR programs, the Company has constantly endeavored to integrate the interest of the business with that of the communities that form part of the areas it operates. In keeping with Department of Public Enterprises [DPE] guidelines on CSR, the Company has formulated a CSR Policy and Long Term Perspective Plan. In order to facilitate company wide implementation of our CSR policy and ensure that CSR is embedded across various business units and their operations, a CSR governance structure has been put in place.

With the advent of the various flagship programs launched by the government, we as an organization take pride in furthering the initiatives which comes under the purview of CSR by engaging specialized agencies, and in keeping with the DPE guidelines, the Companies Act, 2013 and Schedule VII of the Companies Act.

A total sum of Rs. 438.34 Lakh was spent during the year 2017-18, towards CSR activities.

For Details of the policy: visit our website: www. balmerlawrie.com

2. The Composition of the CSR Committee as on 31st March, 2018 was as under:

i. Ms. Atreyee Borooah Thekedath, Independent Director - Chairperson

ii. Shri Kalyan Swaminathan - Member

iii. Shri Shyam Sundar Khuntia - Member

Subsequently, in the month of May, 2018, the following directors were inducted as member of the CSR Committee:

i. Shri Vijay Sharma, Government Nominee Director-Member

ii. Shri Sunil Sachdeva, Independent Director-Member

iii. Shri Ratna Sekhar Adika-Member

3. Average net profit of the company for last three financial years - Rs. 22,365 Lakh.

4. Prescribed CSR Expenditure (two per cent. of the amount as in item 3 above) - Rs. 447.3 Lakh.

5. Details of CSR spent during the financial year.

(a) Total amount to be spent for the financial year - Rs. 447.3 Lakh

(b) Amount unspent, if any - Rs. 9 Lakh

(c) Manner in which the amount spent during the financial year is detailed below.

(Rs. in Lakh)

CSR EXPENDITURE INCURRED DURING 2017-18
1	2	3	4	5	6	7	8
Sl. No.	CSR Project or activity identified	Sector in which the Project is covered	Projects or programs 1) Local area or other 2) Specify the State and district where projects or programs were undertaken	Amount outlay (budget) project or programs wise	Amount spent on the projects or programs Sub-heads: (1) Direct expenditure on projects or programs (2) Overheads	Cumulative expenditure upto the reporting period	Amount spent: Director through implementing agency
1	Sponsoring of 02 classes of Indian Institute of Cerebral Palsy (IICP) for the children suffering from Cerebral Palsy	Education	1) Local area 2) West Bengal/ Kolkata	18.50	18.50	18.50	Indian Institute of Cerebral palsy (IICP)
2	Sponsoring of 02 family homes at SOS Children''s Village of India	Education	1) Local area 2) West Bengal /Kolkata & Telangana / Vishakhapat-nam	19.20	19.20	19.20	SOS Children’s Village of India
3	Ekal Vidya-layas, One Teacher Schools (OTS) for providing education to the doorsteps of the tribal populace.	Education	1) Others 2) West Bengal/South 24 Parganas	10.00	10.00	10.00	Friends of Tribal Society (FTS)
4	Maintenance cost for School Toilets constructed under “Swachh Vidyalayas” during the year (2015-2016)	Swachh Bharat Abhiyan	1) Local area and Others 2) West Bengal /Kolkata, Andhra Pradesh, Chi-toor / Haryana / Asaoti	17.50	19.93	19.93	Pragati Sangha of Dara in west Bengal/ Directly by Company

5	Swachh Bharat Abhiyan	Swachh Bharat Abhiyan	1)Local area and Others 2) West Bengal / Kol-kata, Chennai, Dadra Nagar Haveli, Delhi and Mumbai	108.00	85.21	85.21	Pragati Sangha of Dara/ Chennai Municipal Corporation/ Nirmaan Foundation / Balmer Lawrie
6	Water Tank at Sayali village	Swachh Bharat Abhiyan	1) Local area 2) Dadra Nagar & Haveli / Sayli	20.00	20.00	20.00	Rotary Club of Panvel
7	Skill Development Institutes	Skill Development	1) Others 2) Odisha / Vishakhapat-nam /Rae Bareilly / Guwahati	150.00	150.00	150.00	SDI-Odisha, Vishaka-patnam, Rae Bareilly and Guwahati
8	Mobile Health Van for Old Age	Health	1) Local area 2) Tamil Nadu / Manali	28.50	28.50	28.50	Helpage India
9	Support for Construction of Statue of Unity	Donation to Trust	1) Others 2) Gujarat / Vadodara	62.00	62.00	62.00	SV Patel Rashtriya Ekta Trust
10	Administrative Expenses			14.00	21.00	21.00	Balmer Lawrie
11	Miscellaneous				4.00	4.00
	TOTAL CSR Expenditure			447.70	438.34	438.34

financial years or any part thereof, the company shall provide the reasons for not spending the amount in its Board report.

The Company could spent a total of Rs. 438 Lakh out of Rs. 447 Lakh. An amount Rs.9 Lakh is being carried forward to this year. This is because of delay in land allocation for construction of public toilet in Panvel, Mumbai by the Panvel Municipal Corporation.

7. Responsibility statement of the CSR Committee

“It is hereby certified that the implementation and monitoring of CSR policy, is in compliance with CSR objectives and policy of the Company.”

BUSINESS RESPONSIBILITY REPORT

Business Responsibility Report of the Company as per SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 for the year ended 31st March, 2018 is attached as Annexure 2.

OCCUPATIONAL HEALTH & SAFETY Employee Health & Safety

The Company accords high priority to Employee Health & Safety. In pursuance of this, the Company has established an integrated Health & Safety Management System across the organization. The Company has published HSE Manual which would be used as reference book in plants and other establishments of the Company. The Company carries out HSE audit for all its manufacturing and Container Freight stations as per the HSE audit protocol of the manual. The Company has also introduced HSE MIS system for all manufacturing & CFS units. Every plant/ CFS unit submits a monthly HSE MIS to corporate office enabling taking corrective steps. Major plants / units of the Company are OHSAS 18001 certified. All Occupational Health & Safety Standards are adhered to as per The Factories Act, 1948. Major initiatives / activities undertaken in this domain in 2017 - 18 were as follows:

- HSE Audits were carried out in all manufacturing units/establishment of the Company during the year and recommendations thereof implemented.

- Company achieved Zero LTI ( Lost time Injury) for the first time in a financial year 2017-18

- Process safety training carried out for LCD division and Process safety audit done for the TCW Hyderabad.

- Behaviour based safety program carried out for all Plant managers, Maintenance managers and Operational managers for G&L and IP Plants in Kolkata.

- HSE legal training carried out for the employees from all manufacturing units.

- Conducted HSE awareness training for employees involving 500 man-hours.

- Project HSE plan implemented at the green field project sites of Temperature Controlled Warehouse at Patalganga.

- Observed Safety Week from 4th to 11th March 2018 across all plants and establishments of the Company.

- Defensive Driving training carried out at Kolkata, Mumbai and Chennai for employees to create awareness on Road safety.

- HSE progressive disciplinary policy being rolled out in the financial year 2017-18

- Management of Change (MOC) procedure rolled out in 2016 has been ingrained in the system of most of the manufacturing plants.

- The 47th National Safety Week was observed from 4th to 10th March 2018 in all units/establishments across locations. The week commenced on 4th March, observed as National Safety Day, with the administering of the safety pledge and reading out of C&MD’s message. In line with the theme, various programs were organized over the week. The programs included extempore, quiz, skit, spot the hazard contest, Mock Drills, safety slogan & essay writing and poster competitions.

Environmental Protection and Sustainability

Being fully committed towards the protection and conservation of the environment, the Company has taken various initiatives to minimize the pollution load of operations. Treatment & disposal of effluents conform to the statutory requirements. Air emissions norms also strictly adhere to the norms laid down in the Environment Protection Act, 1986. Disposal of hazardous waste is done strictly as per Hazardous Waste and Other Waste Rules, 2016. All Plants and major establishments of the Company are certified to environment standards ISO 14000. The Company has in place a comprehensive Long Term Integrated Sustainability Plan which lays down the sustainability policy, program framework, governance structure, communication etc.

Some of the other initiatives/activities taken up by the Company in this domain in 2017-18 include:

- Saplings planted at all units on the occasion of World Environment Day 2017. Online quiz on Environment carried out for all employees to create awareness.

- Workshops were conducted across the organization to sensitize employees and stakeholders on Business Responsibility Report and Sustainability Reporting.

- The Application Research Laboratory of the Company continue to make significant progress in developing a number of bio-degradable & environment friendly lubricants.

- Rain water harvesting continue to give good water conservation at Leather Chemical Division in Manali.

- Silvassa plant of Industrial Packaging and CFS Chennai division replaced roof top asbestos sheets with environment friendly pre coated GI sheets.

- LCD Chennai significantly reduced water consumption by recycling of condensate water in the process.

- IP Asaoti replaced 250 W Mercury lamps with 72 W LED lamps thereby reducing energy consumption significantly.

COMMUNICATIONS & BRANDING INITIATIVES

The various internal communication and branding initiatives driven during the year 2017-18 to create employee bonding and enhance the process of information sharing in Balmer Lawrie (BL), are as follows:

- Regular publication of the Daily Media Update (a news report for the Ministry and top management team, covering news on BL, news from the Oil & Gas sector and initiatives of the government.

- Regular publication of the Weekly Media Update (a news report for employees covering news on BL, news related to GOI and PSEs, and news from the verticals that we do business in); BL Online Monthly Bulletin (monthly newsletter), BL Organizational Gazette (the quarterly house magazine). These publications are available on the Company’s intranet and website.

- Support provided in compilation of the BL History Book written by two ex-C&MDs, covering last 25 years history.

- The corporate film along with the SBU versions were revamped.

- The corporate website was revamped to enhance look & feel and make it more user-friendly.

- Office branding support provided to Chennai city office and other regional offices; Chennai city office branding was completed.

The external communication initiatives, especially from a branding perspective include:

- Special BL Calendar designed in-house to showcase the diverse businesses of Balmer Lawrie.

- PR and Communication for GST roll out, BL Startup fund etc.

- Media Coverage: Corporate Reports in business magazines/papers and coverage of CSR initiatives etc.

- Branding of Swachh Bharat Abhiyan and other similar initiatives.

- SBU specific Microsites: All the Microsites except the travel and vacations sites were developed in Hindi.

- Branding in Exhibitions and Corporate events highlighting BL''s journey of over 150 years, its rare distinction of earning profits since inception and its strength in the diverse businesses.

- Regular updates related to company events, initiatives of Hon’ble PM and Ministry of Petroleum and Natural Gas are posted on the BL Facebook and Twitter pages.

Further, comprehensive branding plans for the year 2017-18 are in the process of implementation in SBUs: Greases & Lubricants and Travel & Vacations by their respective marketing teams.

INFORMATION TECHNOLOGY

Your Company is committed to adapt competitive latest information technology system for the business requirements. During past year your company has taken various IT Initiatives. Keeping in line with the ever changing IT environment, your company has adopted the revised IT Policy covering entire aspect of IT administration, Hardware, software, IT security with a guidance document for a secured business operation. Phase-I of SAP system is implemented successfully and as decided during inception of project, your company has initiated Phase II. Under Phase II of SAP implementation, your company has rolled out Employee Self Service, Performance Management System along with Payroll system.

Your Company has also implemented multiple IT infrastructure related projects to provide better manageability and control keeping in view the increased requirements of the business. Balmer Lawrie has implemented Secure Web Gateway as well as Enterprise Level Antivirus for managing End user devices. To strengthen the relationship and generate new business ideas, Information Technology department has initiated a program of “IT Sampark” for continuous engagement with users for understanding the requirements and provide solution.

Your Company has taken the ambitious target of going paperless. In the first phase, a consultant has been appointed for requirement gathering and planning for the appropriate technology backbone, which is expected to be completed by July’2018. To manage the access control of the SAP users to avoid any conflict in authorization to reduce risk to the company, Your company is implementing the Governance and Risk Control (GRC) in SAP and expected to be completed by November 2018.

PROGRESS ON PRINCIPLES UNDER ‘GLOBAL COMPACT’

Your Company is a founder member of the Global Compact, and it remains committed to further the principles enumerated under the Global Compact programme. The details of various initiatives taken in this regard can be found in the Communication of Progress (CoP) uploaded on the website of the Company (www.balmerlawrie.com).

The Communication of Progress report for the year 2017-18 highlights your organization’s efforts and achievements in furthering its sustainability goals which are seamlessly integrated with the overall business objectives. For the first time your company has published the Business Responsibility Report [BRR] and Sustainability Report 2016-17, thereby disclosing its performance on the triple bottom line to its stakeholders. The leadership of your company has recently endorsed the roll out of the ‘HSE Progressive Disciplinary Policy’ with the aim of fostering and nurturing the HSE culture in the organisation. SBU: Industrial Packaging (IP) was the proud winner of the BayBuy Award for sustainable value add, for the year 2017, given away by Bayer Corporation. Winning this award is a reflection of the organisation’s commitment towards sustainability. This year the IP plants at Asaoti, Navi Mumbai and Silvassa have scored 200/200 in the audit for Together for Sustainability (TfS). Trust and transparency is key to driving a culture of sustainable development and your company stands committed in its journey to steer sustainable growth not only in its businesses processes, products and services but in the overall ecosystem comprising all its stakeholders and the community

Disclosure on implementation of Right to Information Act, 2005

The Right to Information (RTI) Act, 2005 was enacted by Government of India with effect from October 12, 2005 to promote openness, transparency and accountability in functioning of Government Department, PSUs etc.

Balmer Lawrie has designated Senior Manager (Legal) as Central Public Information Officer and Company Secretary as First Appellate Authority under the RTI Act, 2005. Detailed information as per the requirement of RTI Act, 2005 has been hosted in your Company’s Web Portal http://balmerlawrie.com/ pages/viewpages/27 and the same is updated from time to time.

Information sought under RTI Act, 2005 is being provided within the prescribed time-frame detail of which for 2017-18 is shown in the table below:-

	Opening Balance as on 01.04.2017	Received during the Year (including cases transferred to other Public Authority)	No. of cases transferred to other Public Authorities	Decisions where request/ appeals rejected	Decisions where requests/ appeals accepted	Closing balance as on 31.03.2018
(a)	(b)	(c)	(d)	(e)	(f)	(g)
Requests	24	82	0	1	80	25
First Appeals	0	7	0	0	6	1

(A) Conservation of energy -

(i) The steps taken or impact on conservation of energy:

As an energy efficient and socially responsible entity, Balmer Lawrie & Co. Ltd. has over the years taken various measures to not only reduce the consumption of energy through use of energy efficient equipment but has also focussed on renewables as a source of alternate energy thereby reducing the load of carbon emissions.

SBU: IP by using transparent roof top sheets at Silvassa plant, has significantly reduced the usage of electricity through utilization of natural day light. Replacement of bulbs and tubes with LED lights, installation of variable frequency drives, energy saver panel, automatic power factor control system, synchronization of conveyors for reduction of idle running time in various plants etc. have greatly helped in conservation of energy.

SBU: G&L has adopted installation of variable frequency drives, automatic controls / sensors for cooling tower fans and high mast lights, soft starters, Automatic Power Factor control panel, T-5 & LED lights replacing conventional lightings etc.

SBU: LC has taken various energy efficiency measures based on Energy Audit, which is conducted on a periodical basis to ascertain the energy efficiency of its various equipments and to reduce adverse use of energy and or its wastages. Variable Frequency Drives, Energy efficient- motors, Air conditioners and lights have been installed. Automatic Power Factor Control Panel and Harmonic filters have also reduced significant loss of energy.

(ii) The steps taken by the Company for utilizing alternate sources of energy:

Balmer Lawrie & Co. Ltd. has always emphasized on the use of renewable energy for fulfilling a part of its total energy requirement. The Company has an installed solar power plant capacity of 490 KWp of which 260 KWp capacity is available at Industrial Packaging Plant, Asaoti, 200 KWp capacity at Manali Plant, Chennai and the remaining 30 KWp capacity at Industrial Packaging Plant, Navi Mumbai. All the solar plants together has generated more than 5 Lakh units in the current financial year.

(iii) The capital investment on energy conservation equipments:

The manufacturing SBUs has spent more than Rs 136 Lakh towards installation of energy efficient systems / equipment in its various plants.

(B) Technology absorption -

(i) The efforts made towards technology absorption;

Balmer Lawrie & Co. Ltd. is vigilant and active in acquisition and absorption of right technology to drive its topline and bottom-line. Implementation of SAP is helping the various businesses in not only having better control in its operations and transaction but also in taking right decisions through meaningful insight of data pertaining to sales, operations, planning, SCM etc. Implementation of SAP dashboard has helped in better monitoring and review of business performance. HRMS being replaced with SAP Employee Self Service is expected to streamline the processing and upkeep of employee life cycle activities, thereby reducing manual interventions, increasing transparency and efficiency in the processes.

The Research & Development centers of the various SBUs are constantly evaluating the changing trends in technology and needs of customers and are developing products which can meet the growth aspirations of the company.

SBU: IP has imported coil stop solution and developed an automatic, remotely controlled coil lifter. The system is stabilized. It has eliminated manual handling of heavy coils and increasing the speed of operation. It has led to increase in efficient inventory management and cost reduction. It has dramatically improved safety in the coil handling operation.

SBU: G&L’s R&D efforts were directed towards development of high performance greases for Overhead Aluminum Electrical Conductors, Fire Resistant Greases for Steel Mill applications, Long Life High Temperature Wheel Bearing Grease for Auto-OEMs, Long Drain Energy Efficient Hydraulic oils for Earth Moving Equipment (OEM), High Performance Chain Compound for OEMs, Long Life Multipurpose Greases for Automotive Sector and high performance Diesel Engine Oils with Cummins Registration. SBU is in the process of implementing Distributor Management System which will help the Automotive Channel business in monitoring and driving sales effectively and getting more (POS) information. SBU is also planning to implement Field Force Monitoring system during 2018-19.

SBU: LC is engaged with various reputed technical institutes to study the application of latest technology in development of sustainable products for the leather industry. Apart from strengthening its range of syntans and fatliquors, the Product Development Center is working closely with the marketing function in developing, a range of finishing and beam-house chemicals. It has recently developed a hyper-branched polymer which is used as a chrome fixing agent in beam-house operation in tanneries. A new fatliqour based on sulphonation of renewable resource was launched by the SBU.

(ii) The benefits derived like product improvement, cost reduction, product development or import substitution;

Company leverages latest manufacturing technology in increasing throughput and minimizing conversion cost and through its strong R&D infrastructure develops new and sustainable product offerings at competitive price to improve its position in the market place, thereby enhancing both top and bottom-line.

(iii) In case of imported technology (imported during the last three years reckoned from the beginning of the financial year)

a. The details of technology imported: NA

b. The year of import: NA

c. Whether the technology been fully absorbed: NA

d. If not fully absorbed, areas where absorption has not taken place, and the reasons thereof and: NA

(iv) The expenditure incurred on Research and Development

DETAILS OF PROCUREMENT FROM MICRO, SMALL AND MEDIUM ENTERPRISES AS PER PUBLIC PROCUREMENT POLICY FOR MICRO AND SMALL ENTERISES (MSEs) ORDER 2012

(Rs. in Lakh)

Details	2017-18	2016-17
Value of material available for procurement from MSEs	11045.00	11801.45
Actual procurement	5843.00	5719.87

In 2017-18, the Company organized four Vendor Development Programs. In total 145 MSE vendors got benefitted through purchase from MSEs. The Company, on a regular basis, is conducting various meetings / workshops to increase the participation of MSEs including SC/ST MSEs in the procurement system. Assistance is also sought from MSME Development Institutes to enhance the participation of MSEs.

EXTRACT OF ANNUAL RETURN

The details forming part of the extract of the Annual Return in form MGT - 9 is attached hereto as “Annexure 3”.

NUMBER OF MEETINGS OF THE BOARD

The Board met eight (8) times during the financial year 2017-18, the details of same are given in the Corporate Governance Report attached as “Annexure 4”. The intervening gap between any two Board meetings was within the period prescribed under the Companies Act, 2013; SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and DPE Guidelines on Corporate Governance.

DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 134(3)(c) and 134(5) of the Companies Act, 2013, the Board of Directors to the knowledge and ability, state that:

(a) In the preparation of the annual accounts for the financial year ended 31st March, 2018, the applicable accounting standards have been followed along with proper explanation relating to material departures;

(b) The Directors had 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 your Company at the end of the financial year as on 31st March, 2018 and of the profit and loss of your Company for that period;

(c) The Directors had 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 your Company and for preventing and detecting fraud and other irregularities;

(d) The Directors had prepared the annual accounts for the financial year ended 31st March, 2018 on a going concern basis; and

(e) The Directors had laid down internal financial controls to be followed by your Company and that such internal financial controls are adequate and were generally operating effectively.

(f) The Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

DECLARATION BY INDEPENDENT DIRECTORS

Your Company has received declaration from the Independent Directors of the Company confirming that they meet the criteria of independence prescribed under the Act and the Listing Regulations.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

Detailed particulars of Loans, Guarantees and Investments under Section 186 of the Companies Act, 2013 are given in Note No. 6, 5, 14 and 40.19 of the Financial Statement respectively.

RELATED PARTY TRANSACTIONS (RPT)

Majority of the Related Party Transactions of the Company were made with its Holding Company, Subsidiary Companies, Associate Companies and Joint Venture Companies. It may be pertinent to mention that Related Party Transactions made with Holding Company and Wholly Owned Subsidiary Company (whose accounts are consolidated with such wholly owned subsidiary) and transactions between two Government Companies are exempted under Regulation 23 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. Further, omnibus approval was taken for entering into Related Party Transactions for value upto Rs. One Crore whereas in other cases approval of Audit Committee was taken. Further, there were no materially significant RPT during the year under review made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons which have a potential conflict with the interest of the Company at large.

The Company has a RPT Policy and the same has been uploaded on the website of the Company on the following link: http://www.balmerlawrie.com/app/webroot/uploads/Related_Party_Transactions_Policy-BL.pdf.

The said policy lays down a procedure to ensure that transactions by and between a Related Party and the Company are properly identified and reviewed to ensure that the Related Party Transactions are properly approved and disclosed in accordance with the applicable law. The Policy also sets out materiality thresholds for Related Party Transactions.

The details of the Related Party Transactions entered into by your Company during the financial year 201718 has been enumerated in Note no. 40.19 of Financial Statement

JUSTIFICATION FOR ENTERING INTO RELATED PARTY TRANSACTIONS

The Related Party Transactions are entered into based on considerations of various factors like business exigencies, synergy in operations, the policy of the Company, Capital Resources of Subsidiaries and Associates.

The particular of contracts and arrangements as required under Section 134(3)(h) of the Companies Act, 2013 in the prescribed Form AOC-2 is as under :

ENTERPRISE RISK MANAGEMENT POLICY

The Company has instituted a Risk Management Policy which has been updated during the year as a part of well laid down risk assessment and management process. The Risk Management structure headed by Chief Risk Officer, reviews the various risks associated with the business of the Company. The Company has constituted a Risk Management Committee comprising of whole time and Independent Directors for overseeing the risk management activities. Regular Risk Management Report is being put up to the Audit Committee and the Board.

The said policy is posted on the Company’s website at: http://www.balmerlawrie.com/app/webroot/uploads/ Risk_Management Policy_BL.pdf

DEPOSITS

Your Company has not accepted any deposit from the public during the financial year 2017-18 and therefore no disclosure is required in relation to details relating to deposits covered under Chapter V of the Companies Act, 2013.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS, COURTS AND TRIBUNALS

No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Company’s operations in future.

ADEQUACY OF INTERNALFINANCIALCONTROLS

Your Company has well established and effective internal control system designed to ensure proper recording of financial and operational information and compliance of various internal controls and other regulatory and statutory compliances. The Company has a well-defined delegation of financial powers to various levels of the organisation as per the Delegation of Authority (DOA) for the orderly and effective conduct of its business. The internal audit of the company is conducted by an independent external auditor.

As required under the Companies Act, 2013, your Company has an Internal Control System commensurate with the size, scale and complexity of the organisation. Your Company confirms having the following in place:

- An Internal Audit System whose reports are reviewed by the Audit Committee;

- Procedure and system for orderly and efficient conduct of the Company’s Business, including adherence to the Company’s policies;

- Procedures to safeguard the Company’s assets;

- Procedures to prevent and detect frauds and errors;

- Procedures and systems including ERP for accuracy and completeness of the accounting records.

Your Company has in place adequate Internal Financial Control system with reference to financial statements and the effectiveness of the internal control systems are reviewed by an external accounting and audit firm.

During the year 2017-18, Internal Financial Controls (IFC) was reviewed by an external consultant Haribhakti and Co., LLP, which reported as follows:

a. The internal control over financial reporting in the Company is generally adequate, with areas of observations/ improvements as listed in the report.

b. These observations have been discussed with the process owners and reported to management.

VIGILANCE

Your Company believes in transparency and mainly focuses on to equity and fair play with an aim to have an ethical business environment. Accordingly, ample of preventive vigilance measures have been undertaken through regular system studies prevailing in the company, through surveillance inspections across all locations, thereby recommending suggestive measures for implementation. In an era of activism of all sorts, it is good to remain vigilant and act in a transparent manner. Sometimes people commit unintentional mistakes and keep repenting it later on. The knowledge of administrative guidelines/systems and procedures is critical for an officer to discharge his duties and exercise control over his domain in a meaningful manner. It is not only important to be impartial but we should also appear to be impartial in order to win the confidence of our stakeholders.

We have an online complaint handling system and several improvements in system and procedures have been implemented. Central Vigilance Commission have given various directives in the matter of leveraging technology through introduction of initiatives like -e-procurement, e-disposals and on-line posting of job applications for transparency have been implemented. Your Company has also invested for implementing information technology solutions. Recently the SAP system introduced by your Company leads to more transparency and gives a wide access to the employees across PAN India.

Since the date of taking over charge as Chief Vigilance Officer, Dr. Akhilesh Kumar Ambasht, IFS, has brought in lot of system improvements, with suggestive measures in the recommendations for benefit of the Company. The basic endeavor of Vigilance Department is to ensure that the management obtains the maximum out of its various transactions with stakeholders.

Likewise, every year, Vigilance Department organized various programmes during the Vigilance Awareness Week like- Quiz/Slogan/Essay/Debate competitions in various schools/colleges which were also covered on TV by DD Bangla/ETV/Kolkata Doordarshan, Anticorruption Badges were distributed, Posters/Banners were displayed in various important places, Vendors Meet was held apart from Individual Integrity Pledge which was taken by the employees and their families.

Vigilance, as you are aware, is an important managerial function of the Company. It keeps an eye over the functioning of the employees and their conduct, and provides guidance when something is going wrong. Since there is limited number of Vigilance Officers in the Department, it is considered that all the executives and employees of the company to be vigilance officers. We must adopt vigilance as a way of life. Under the guidance of our CMD, Shri Prabal Basu, vigilance department has been making efforts to spread awareness and information about different aspects of vigilance administration and good corporate governance.

DETAILS OF VIGILANCE CASES

In terms of office memorandum dated 24th January, 2018 having reference no.F.No.28(1)/2016-Leg.I issued by under secretary to Government of India, details of vigilance cases disposed off during the year ended 31st March, 2018 and vigilance cases pending as on 31st March, 2018 is mentioned herein below.

a. Vigilance Cases disposed -off during the year ended 31st March, 2018

Sl. No.	Nature of Case	Case Date	Date of Disposal	Remarks
1	A party by mistake sent the duplicate consignment of same material to India and Consignee was informed to clear the material by BL.	21.04.2017	Closed on 25.05.2017	There was no vigilance angle involved in this case.
2.	Duplication of Oil in Company Brand	29.05.2017	Closed on 02.06.2017	There was no vigilance angle involved and the complaint was pseudonymous complaint.
3.	Gross Irregularities/Violation in Recruitment in PSU	20.06.2017	Closed on 12.03.2018	There was no vigilance angle involved and the Ministry has also advised to close this file.
4.	Seeking Justice regarding forced Resignation of an Employee	30.06.2017	Closed on 22.08.2017	The employee at the time of joining has given false certificates. Subsequently the company found it to be fake and hence the employee was asked to resign, rather than taking stern action against the employee. The Company has not taken any unauthorised steps and hence CVO approved closure of this file.
5.	Application against advertisement couldn’t be registered by the applicant for applying a job in BL	12.12.2017	Closed on 15.01.2018	No vigilance angle involved. It was an administrative issue, where the applicant was not being able to submit his fees as the system was not generating the challan”. But this was happening to many candidates and the Company extended the date for submission of fees by putting a notice in the website as well as informed all the candidates who could submit their application but was unable to get the challan.
6.	Issuance of Certificate of Nonavailability of Air India Seats	26.12.2017	Closed on 16.02.2018	MOPNG sought clarifications from CVO, which were clarified and discussed in the meeting with MOPNG & CVO. MOPNG closed the file advising system improvement and its implementation.

b. Vigilance Cases pending as on 31st March, 2018

Sl. No.	Nature of Case	Case Date	Date of Disposal / Remarks
1.	Financial Irregularity at Travel Kolkata	17.03.2016	Case is pending with CBI.
2.	Violation & Vitiation of NIT Terms & PQ against Tender	05.07.2017	Domestic Enquiry is in process.
3.	Complaint related to Business of Global Distribution System	14.09.2017	Investigation is going on.
4.	Superseding the condition of a Tender	28.12.2017	Investigation is going on.
5.	Various complaints lodged by an employee of the Organisation	15.01.2018	Investigation is going on.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

Your Company had established a Vigil Mechanism / Whistle Blower Policy in January 2010. The said policy concerns the Employees and covers the following categories:

- Managerial

- Executive

- Supervisory

- Unionized Employees

- Any other Employees (such as Outsourced, Contractual, Temporaries, Trainees, Retainers etc. as long as they are engaged in any job / activity connected with the Company’s operation).

so as to enable them to report management instances of unethical behaviour, actual or suspected fraud or violation of your Company’s code of conduct. The details of the Vigil Mechanism / Whistle Blower Policy are given in the Corporate Governance Report 201718 and can be downloaded from the following hyperlink of the Company’s website: http://www.balmerlawrie. com/app/webroot/uploads/Whistle_Blower_Policy.pdf.

REPORT ON CORPORATE GOVERNANCE

Your Company has been consistently complying with the various Regulations and Guidelines of the Securities & Exchange Board of India (SEBI) as well as of Department of Public Enterprises (DPE) to the extent within its control.

Pursuant to the said SEBI Regulations and DPE Guidelines, a separate section titled ‘Corporate Governance Report’ is being furnished and marked as “Annexure 4”.

The provisions on Corporate Governance under DPE Guidelines which do not exist in the SEBI Guidelines and also do not contradict any of the provisions of the SEBI Guidelines are also complied with.

Further, your Company’s Statutory Auditors have examined compliance of conditions of Corporate Governance and issued a certificate, which is annexed to this Report and marked as “Annexure 5”.

DETAILS RELATING TO REMUNERATION OF DIRECTORS, KEY MANAGERIAL PERSONNEL AND EMPLOYEES

Your Company being a Government Company, vide Notification No. GSR 463(E) dated 5 June 2015 as amended by Notification No. GSR 582(E) dated 13 June 2017 and notification No. GSR 802(E) dated 23 February 2018, has been exempted from applicability of Section 134(3)(e) and 197 of the Companies Act, 2013.

BOARD EVALUATION AND CRITERIA FOR EVALUATION

Your Company being a Government Company, vide Notification No. GSR 463(E) dated 5 June 2015 as amended by Notification No. GSR 582(E) dated 13 June 2017 and notification No. GSR 802(E) dated 23 February 2018, has been exempted from applicability of section 134(3)(p) and 178(2), (3) and (4) of the Companies Act, 2013.

The Annual Performance Appraisal of Top Management Incumbents of Public Enterprises is done through the Administrative Ministry as per the DPE Guidelines in this regard. Your Company being a Central Public Sector Enterprise under the administrative jurisdiction of Ministry of Petroleum & Natural Gas also has to follow the similar procedure.

DIRECTORSAND KEYMANAGERIALPERSONNEL

The Board of the Company as on 31st March 2018 consisted of six (6) Directors out of which four (4) were Functional/Executive/Whole-time Directors, one (1) Non-executive Government Nominee Director and one (1) was Independent Director. Thereafter, in April 2018, an Independent Director was appointed on the Board of the Company which was followed by appointment of a whole-time director in May 2018. Taking into account, the above, as on the date of this Report, the Board consists of eight (8) Directors out of which:

- five (5) are Functional / Executive / Whole-time Directors;

- two (2) are Independent Directors out of which one (1) is a Women Director and

- one (1) Non-executive Government Nominee Director.

It may be noted that pursuant to Article 7A of the Articles of Association of the Company, so long as the Company remains a Government company, the Directors - including Independent Directors - are to be nominated by the Government of India. Your Company continues to pursue with the Administrative Ministry for expediting appointment of Independent Directors on the Board of your Company to bring the Board composition in line with the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and the applicable Guidelines on Corporate Governance for CPSEs.

APPOINTMENTS:

In the ensuing AGM, it is proposed to consider reappointment of Shri D Sothi Selvam (DIN 07038156) and Shri Shyam Sundar Khuntia (DIN 07475677), who retire by rotation and being eligible offer themselves for reappointment.

During the year following Directors were appointed by the Shareholders at the 100th AGM:

1. Ms. Indrani Kaushal, Government Nominee Director

2. Ms. Atreyee Borooah Thekedath, Independent Director

Further, Shri Vijay Sharma, Government Nominee Director was appointed by the Board of Director as Additional Director.

Shri Sunil Sachdeva and Shri Ratna Sekhar Adika have been appointed as Additional Directors by the Board in the initial months of F.Y. 18-19.

It is also proposed to appoint Shri Vijay Sharma (DIN 08045837) as the Government Nominee Director, Shri Sunil Sachdeva (DIN 00754633) as an Independent Director and Shri Ratna Sekhar Adika (DIN 08053637) as Director (Human Resource and Corporate Affairs) of the Company at the ensuing AGM - in furtherance of the nominations received from the administrative ministry and their candidatures proposed by the shareholders of the Company. The details of the directors seeking appointment and reappointment are given in the explanatory statement attached to the notice of the 101st AGM.

CESSATIONS - ON ACCOUNT OF WITHDRAWAL OF NOMINATION OR RETIREMENT

- Ms. Indrani Kaushal, Government Nominee Director ceased to be a Director of the Company effective at the close of the business hours on 26th December, 2017 consequent upon withdrawal of her nomination by the MoPNG.

- Ms. Manjusha Bhatnagar, Director (Human Resource & Corporate Affairs) ceased to be Director of the Company with effect from 1st February, 2018 as she attained superannuation.

The Board places on record its deep appreciation of the guidance and significant contribution made by Ms. Indrani Kaushal and Ms. Manjusha Bhatnagar during their tenure as Directors of your Company.

AUDIT COMMITTEE

Your Company has a qualified and independent Audit Committee, the composition of which and other details are mentioned in the Corporate Governance Report 2017-18.

The Audit Committee, as on 31st March, 2018, consisted of five members out of which three were Whole-time Directors, one Government Nominee Director and one Independent Director. The Independent Director is Chairperson of the Committee which consist of the following:

i. Ms. Atreyee Borooah Thekedath, Independent Director-Chairperson

ii. Shri D. Sothi Selvam, Director (Manufacturing Businesses)-Member

iii. Shri Kalyan Swaminathan, Director (Service Businesses)-Member

iv. Shri Shyam Sundar Khuntia, Director (Finance) and CFO-Member

v. Shri Vijay Sharma, Government Nominee Director-Member

All the members of the Audit Committee are financially literate and some members possess accounting/ financial management expertise also. The Company Secretary acts as the Secretary to this Committee. All the recommendations of the Audit Committee have been accepted by the Board of Directors.

STATUTORY AUDITORS & AUDITORS’ REPORT STATUTORY AUDITOR:

Your Company being a Government Company, Statutory Auditors are appointed or reappointed by the Comptroller and Auditor General of India in terms of Section 143(5) of the Companies Act, 2013.

In terms of the Companies Act, 2013, Comptroller & Auditor General of India (C&AG) has appointed M/s Dutta Sarkar & Co., Chartered Accountants, having its office at 7A, Kiron Sankar Roy Road, 2nd Floor, Kolkata-700001 as Statutory Auditors of the Company for the Financial Year 2018-19 for both Standalone as well as the Consolidated Financial Statements of the Company.

Pursuant to Section 142 and other applicable provisions of the Companies Act, 2013, the remuneration of the Auditors for the year 2018-19 is to be determined by the members at the ensuing Annual General Meeting as envisaged in the said Act. Members are requested to authorize the Board to decide on their remuneration as per applicable statutory provisions.

REPORT OF THE STATUTORY AUDITORS

Report of the Statutory Auditors is annexed with the Financial Statements.

COMMENTS OF COMPTROLLER & AUDITOR GENERAL OF INDIA

The office of the Comptroller & Auditor General of India (‘CAG’) had conducted a supplementary audit of the Financial Statements (both Standalone and Consolidated) of the Company for the year ended 31st March 2018. On the basis of the audit, CAG states that nothing significant has come to its knowledge which would give rise to any comment upon or supplement to Statutory Auditors’ Report. Comments of the Comptroller & Auditor General of India as per the Companies Act, 2013, are attached with the Financial Statement.

COST AUDITOR

Pursuant to Section 148 of the Companies Act, 2013 the Board of Directors on the recommendation of the Audit Committee appointed M/s. Bandyopadhyaya Bhaumik & Co., Cost Accountants, as the Cost Auditor of your Company for the year under review relating to goods manufactured by Strategic Business Units : Industrial Packaging, Leather Chemicals and Greases & Lubricants of your Company. The remuneration proposed to be paid to the Cost Auditor requires ratification of the members of your Company. In view of this, ratification for payment of remuneration to the Cost Auditor for the financial year 2018-19 is being sought at the ensuing Annual General Meeting.

COST AUDITOR’S REPORT

Cost Audit Reports for all the applicable products for the year ended 31st March, 2017 were filed on 5th September, 2017 with Cost Audit Cell of Ministry of Corporate Affairs department within specified due dates.

SECRETARIAL AUDITOR

Pursuant to the Provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board had appointed M/s. N K & Associates, Practicing Company Secretaries, to conduct Secretarial Audit of the Company for the Financial Year 2017-18. The Secretarial Audit Report in Form MR-3 for the Financial Year ended 31st March, 2018 is annexed herewith and marked as “Annexure 6”.

SECRETARIAL AUDITORS’ REPORT

Qualification, reservation, adverse remark or disclaimer made by the Secretarial Auditor in their Report and corresponding Management Response :

The qualifications / adverse remark / disclaimer made by the secretarial Auditor and the corresponding management response as enumerated below.

ACKNOWLEDGEMENT

Your Directors are focused on creation of enduring value for all stakeholders utilizing multiple drivers of growth in the diverse Strategic Business Units of the Company.

Towards that end, the Directors wish to place on record their sincere appreciation of the significant role played by the employees towards realization of new performance milestones through their dedication, commitment, perseverance and collective contribution. The Board of Directors also places on record its deep appreciation of the support and confidence reposed in your Company by its customers as well as the dealers who have contributed towards the customer-care efforts put in by your Company. The Directors would also wish to thank the vendors, business associates, consultants, bankers, auditors, solicitors and all other stakeholders for their continued support and confidence reposed in your Company.

The Directors are also thankful to Balmer Lawrie Investments Ltd. (the Holding Company) and the Ministry of Petroleum & Natural Gas, Government of India, for its valuable guidance and support extended to the Company from time to time.

Finally, the Directors wish to place on record their special appreciation to the valued Shareholders of your Company for their unstinted support towards fulfilment of its corporate vision.

On behalf of the Board of Directors

On behalf of the Board of Directors

Prabal Basu

Chairman & Managing Director

D. Sothi Selvam

Director (Manufacturing Businesses)

Registered Office:

Balmer Lawrie House

21 Netaji Subhas Road

Kolkata - 700001.

Date: 7th July, 2018

---

Mar 31, 2017

To,

The Members,

The Directors have pleasure in presenting the 100^th Report on the operations and results of your Company for the financial year ended 31^st March, 2017, together with the Audited Financial Statement, Auditor’s Report and the Comments of Comptroller & Auditor General of India on the Accounts of the Company and other statements attached thereto.

FINANCIAL SUMMARY & HIGHLIGHTS

(Rs. in Lakh)

	Standalone		Consolidated
	Financial Results for year ended 31st March		Financial Results for year ended 31st March
	2017	2016	2017	2016
Surplus for the year before deduction of Finance Charges, Depreciation and Tax	28449	26876	28423	26849
Deduct there from :
i. Finance Charges and Depreciation	3038	2855	3041	2857
ii. Provision for Taxation	8369	7586	8374	7590
Profit after Tax ( PAT )	17042	16435	17008	16402
Add : Transfer from Statement of Profit & Loss	59110	51562	74472	67001
Total amount available for Appropriation	76152	67997	91480	83403
Appropriations :
Interim Dividends	-	-	-	-
Dividend @ Rs.20.00 per equity share (previous year Rs.18.00 per equity share)	5700	5130	5700	5130
Corporate Tax on Dividend	1193	1073	1193	1073
Transfer to General Reserve	3000	3000	3000	3000
Other Adjustment Minority interest / Foreign Exchange Conversion Reserve etc.	377	-316	-2587	-272
Surplus carried forward to next year	65882	59110	84174	74472
Total of Appropriation	76152	67997	91480	83403

The Board’s Report is based on standalone results and this information is given as an added information to the members.

OVERVIEW OF THE STATE OF THE COMPANY’S AFFAIRS

- The Company recorded gross turnover of Rs.1,90,117 Lakh as against Rs.1,77,836 Lakh in2015-16 marking an increase of around 6.91%. The increase in net turnover was also around 7.37%.

- The Company recorded a Profit Before Tax of Rs. 25,411 Lakh in 2016-17 as against Rs. 24,021 Lakh in 2015-16, the increase being attributable primarily to increase in Profits earned by the SBUs: Logistics Services, Travel & Vacations, Leather Chemicals and Refinery & Oil Field Services.

- The Reserve and Surplus of your Company increased to Rs.1,05,199 Lakh as on 31^st March 2017 compared to Rs. 1,03,644 Lakh as on 31^st March 2016 .

SHARE CAPITAL

The paid up Equity share capital of the Company as on 31^st March, 2017 stood at Rs.1,14,00,25,640. The paid-up share capital was increased during the year upon issue of 8,55,01,923 Bonus shares in the ratio of 3 new shares for every share held. However, the Company has not issued any share with differential voting rights nor has granted any stock options or sweat equity shares.

DIVIDEND

A dividend of Rs.7/- (Rupees Seven only) per Equity Share of the face value of Rs.10 (Rupees Ten each) fully paid up on the paid-up equity share capital as on 31^st March, 2017 has been recommended by the Board of Directors, for declaration by the Members at the ensuing 100^th Annual General Meeting (AGM) to be held on 14^th September, 2017. Subject to the approval of the Shareholders in the ensuing 100^th AGM, dividend will be paid either by way of warrant, demand draft or electronic mode and will be paid to those Shareholders who would be holding shares of the Company as on 7^th September, 2017, End of Day, being the cut-off date. In respect of shares held electronically, dividend will be paid to the beneficial owners, as on the cut-off date as per details to be furnished by their respective Depositories, i.e., either Central Depository Services (India) Ltd. or National Securities Depository Ltd. The trend of past dividend payment is depicted below :

Note: The dividend per share for the financial year 2016-17 is on the increased paid up capital upon issue of Bonus shares.

DIVIDEND DISTRIBUTION POLICY

Your Company has formulated a dividend Distribution Policy in the year 2016. The said Policy has been uploaded on the Company’s website at the link

http://www.balmerlawrie.com/app/webroot/uploads/

DIVIDEND_DISTRIBUTION_POLICY.pdf

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR AND THE DATE OF THE REPORT

No material changes and commitments have occurred after the close of the financial year till the date of this Report, which could affect the financial position of the Company.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Management Discussion and Analysis Report as per the provisions of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is attached separately as Annexure-

CONSOLIDATED FINANCIAL STATEMENTS

The Financial Statements and results of your Company have been duly consolidated with its Subsidiaries, Associates and Joint Ventures pursuant to applicable provisions of the Companies Act, 2013, the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Indian Accounting Standards (Ind-AS).

Further, in line with Section 129(3) of the Companies Act, 2013 read with the Rules thereon, SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 Consolidated Financial Statements prepared by your Company includes a separate Statement in Form ‘AOC-I’ containing the salient features of the Financial Statement of your Company’s Subsidiaries, Associates and Joint Venture Companies which forms part of the Annual Report.

REPORT ON SUBSIDIARIES

During the year under review, no company has ceased to be a Subsidiary, Joint Venture or Associate Company, except Balmer Lawrie Hind Terminals Pvt. Ltd . - Joint Venture which was dissolved by order of the Hon’ble High Court of Madras dated 20^th October, 2016.

The Policy for determining material subsidiaries as approved may be accessed on the Company’s website at the link:

http://www.balmerlawrie.com/app/webroot/uploads/

Policy_on_Determining_Material_Subsidiary-BL.pdf

As per the aforesaid policy none of the subsidiaries appear to be material subsidiary of your Company.

FINANCIAL STATEMENTS OF SUBSIDIARY COMPANIES

In line with the provisions of Section 136 of the Companies Act, 2013, your Company has placed separate audited accounts in respect of each of its subsidiaries on its website - www.balmerlawrie. com. Members shall be provided separate audited financial statement of the Subsidiary Companies as per requisition made by them.

PERFORMANCE AND FINANCIAL POSITION OF SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANY

A brief write up on the performance and financial position of Subsidiary, Joint Venture and Associate companies of your Company is presented hereunder:

BALMER LAWRIE (UK) LTD. [BLUK]

Balmer Lawrie (UK) Ltd. (‘BLUK’) a 100% subsidiary of your Company is incorporated in the UK. The subsidiary had previously been engaged in the business of Leasing and Hiring of Marine Freight Containers as also in Tea Warehousing, Blending and Packaging.

After exiting these businesses, BLUK has been utilizing the proceeds to fund other business opportunities. BLUK has to date invested approximately US$ 2.01 million equivalent to Indonesian Rupiah 20 billion in PT Balmer Lawrie Indonesia (PTBLI) - having its registered office at Jakarta, Indonesia - which represents 50% of the paid - up equity share capital of the Joint Venture company. Balance 50% of the paid up share capital of PTBLI is subscribed by PT. Imani Wicaksana of Indonesia. PTBLI is engaged in the manufacture and marketing of greases and other lubricants in Indonesia. The operations at the plant has now stabilized and the Joint Venture is actively trying to get a foothold in the challenging Indonesian lube market. During the year under review, the Joint Venture has significantly reduced the loss incurred by it (by 72.5% from the previous year level) due to increase in volume of Sales achieved during 2016-17. The Turnover achieved by the JV has grown by 19% in the current financial year over that achieved during 2015-16. The performance of PTBLI is expected to show further improvement from 2017-18 onwards.

However, the Joint Venture is facing financial constraints due to high bank loan and to overcome the situation planned to induct a new partner to the venture.

VISAKHAPATNAM PORT LOGISTICS PARK LIMITED [VPLPL]

As a part of its Strategic Plan, your Company has consistently been looking for opportunities for setting up logistics infrastructure facilities at ports and inland locations. In pursuance of this objective, your Company has vigorously worked with Visakhapatnam Port Trust (VPT) for the last several years for setting up a MultiModal Logistics Hub (MMLH) at Visakhapatnam in Joint Venture. The efforts have ultimately yielded results with the signing of Shareholders’/JV Agreement between your Company and VPT in March 2014. The proposed JV Company has been incorporated and christened as Visakhapatnam Port Logistics Park Limited (VPLPL). The JV will have equity participation between your Company and VPT in the ratio of 60:40. While your Company’s contribution to equity would be in the form of cash, VPT’s would be upfront lease rental of 53.025 acres of land allotted to VPLPL for a period of 30 years. VPT handed over the earmarked land to VPLPL in January 2015. The work on the land development / civil work towards construction of the administrative building and the other related infrastructure is going on in full swing and your Company expects to commission this facility within financial year 2017-18.

REPORT ON JOINT VENTURES BALMER LAWRIE (UAE) LLC [BLUAE]

Balmer Lawrie (UAE) LLC (the Company) achieved highest ever production and sales volumes in most of the major product segments during the year 2016.

Increased focus on customer service, initiatives taken to garner greater market share and product innovation enabled the Company to strengthen customer relationships. The Company achieved significant improvement in retention of skilled employees and employee morale, with positive impact on productivity and efficiencies. Simultaneously, cost reduction was achieved on many fronts. These endeavors enabled the Company to stay ahead of competition, which nonetheless remains intense.

BLUAE has now firmed up long term plans and embarked on plant modernization and capacity enhancement initiatives across its different product lines.

Overall performance during the year was extremely satisfactory and inspite of stiff competition in the market leading to tremendous pressure on the margins for the products sold by the Company, the Company had been able to achieve the best ever performance during the year under review. However, in the light of the current business environment prevailing in the region where the Company operates, the Company is facing challenges in maintaining such growth momentum during 2017.

BALMER LAWRIE - VAN LEER LTD. [BLVL]

During the FY 2016-17, the Company has registered a growth in turnover by 9% to Rs.331.50 Crore as against Rs.303.57 Crore last year. The operating profit increased by 41% in the current Financial Year over last year levels.

The Company in order to overcome challenges of capacity constraints in production has decided to go in for expansion of facilities for production of Plastic containers. With this expansion under its fold, the Company expects to be a major market player in the coming years.

AVI-OIL INDIA PRIVATE LTD. [AVI-OIL]

For the year 2016-2017, the Company has achieved sales volume of 1,302 KL of lubricants blended, 27 MT of greases reprocessed and packed and 259 MT of the ester base stocks manufactured.

The Company was able to achieve the Net Sales of Rs.6,057 Lakh with Profit Before Tax of Rs.1,647 Lakh as compared to Net Sales of Rs.6,098 Lakh with Profit Before Tax of Rs.1,352 Lakh achieved during the year 2015-2016.

The increase in profit is mainly attributable to better price management coupled with a profitable product mix and reduction in raw material and other costs, achieved during the current financial year.

The Company continues to supply aviation lubricants to both the Defence and Civil Aviation sectors.

TRANSAFE SERVICES LTD. [TSL]

During the financial year 2016-17, the Joint Venture achieved a turnover of Rs. 5,682.24 Lakh as against Rs.7,895.79 Lakh achieved during 2015-16. However, TSL ended up with loss of Rs.1,078 Lakh, as against loss of Rs.725 Lakh incurred for the previous financial year 2015-16.

The total revenue for manufacturing business stood at Rs.1,641 Lakh, as compared to Rs.1,844 Lakh, earned during the previous year 2015-16. This decline in revenue was mainly due to non-receipt of big orders, which were expected during the year under review.

Its leasing business revenue is on the decline due to usage of old containers, whereby either the customers had off-leased the containers or negotiated its further usage at a lower rate. During the financial year 201617, the income from lease rentals was Rs.1,979 Lakh as against Rs.2,163 Lakh earned during the previous year 2015-16.

Its logistics business has also not been able to grow during 2016-17 and ended up with revenue of Rs.1,861 Lakh as against Rs.2,356 Lakh earned during the previous financial year 2015-16.

TSL’s reference before Board of Industrial & Financial Reconstruction [BIFR] got abetted with effect from the date of enforcement of the ‘Sick Industrial Companies [Special Provisions] Repeal Act, 2003, i.e., from 1st of December 2016.

The Joint Venture partners are presently exploring various options to revive TSL.

MEMORANDUM OF UNDERSTANDING (MOU)

Every year your Company enters into MoU with the Government of India, Ministry of Petroleum & Natural Gas [MoPNG) based on guidelines issued by the Department of Public Enterprises [DPE]. The MoU sets out various targets on operational, financial, efficiency, return on investment, capacity utilization, technology up gradation etc. Your Company’s performance score in respect of the MoU for the year

2015-16 has been adjudged by the DPE in “Very Good” category. Based on internal assessment and considering audited results for the year 2016-17, your Company expects to have an Excellent rating for the financial year 2016-17.

HUMAN RESOURCE MANAGEMENT

The focus of the organization continues to be enhancing employee engagement, managing talent, upgrading leadership & managerial capabilities and managing employee performance. The organization believes that its success depends on the alignment and performance of its people. With this objective, the following initiatives have been spearheaded by the Company :-

[a] Talent Acquisition

The Company in its efforts to reinvigorate its human resources through infusion of fresh blood and address diversity has, during the year, inducted a total of 54 numbers of Executives and Officers.

[b] Training and Development

The Company continued to invest in enhancing the professional skills and competencies of its employees. With the objective of enhancing the functional and leadership competencies, extensive training programs for employee in line with the business requirement of the Company, both in the areas of general management and specialist skill development were planned and executed. In all, 1444 Man-days were achieved including in-house and external programmes for all categories of employees during the year.

The Functional Directors attended a 3-day training programme on “Masterclass for Directors & Boardroom” conducted by Institute of Directors, India in October, 2016. Also, an Orientation Programme for “Capacity Building of Independent Directors” conducted by DPE at Puducherry was attended by Ms. Atreyee Borooah Thekedath, Independent Director in the month of March, 2017.

[c] Managing Performance

With a view to improve upon performance orientation and bring about objectivity in assessment, the Company has already rolled out a Competency Linked Performance Appraisal System for its executives.

[d] Employee Engagement and Welfare

An effective work culture has been established in the organization which encourages participation and involvement of employees in activities beyond work. Towards furthering this, during the year, the 151st Foundation Day was celebrated in all units and establishments across the country. The employees and their family members participated in large numbers and made the event a memorable occasion. Also various programs like Annual Sports Day, Cultural Evening etc. were organized by the Balmer Lawrie Recreation Club at different major locations of the Company.

Employment of Special Categories

During the year, in the Executive and Officer cadre,

11 employees in the SC category, 20 employees in the OBC category, 1 employee in the ST category, 5 Women employees and 7 employees in the Minorities category were recruited. The actual number of employees belonging to special categories, group-wise, as on 31st March, 2017 is given below :

Group	Regular Manpower as on 31.03.2017	SC	ST	OBC [*]	PH	Women	Minorities
A	488	43	6	51	2	48	25
B	222	31	0	34	3	27	16
C	88	3	0	20	1	11	3
D [including D1]	390	52	5	81	7	5	68
Total	1188	129	11	186	13	91	112

[*] On and from 08th September, 1993 onwards.

Implementation of the Persons with Disabilities [Equal Opportunities, Protection of Right and Full Participation] Act, 1995

In compliance with the above Act, your Company has identified positions for recruitment of persons with disabilities. A special drive to this effect was initiated in the year 2015 and out of 6 (Six) candidates selected,

5 (Five) candidates have already joined. However, to mitigate the shortfall, another special drive is slated during 2017-18.

Employee Relations

Your Company believes in a process of open and transparent consultation with the collectives. Employees are represented in various Trusts formed by your Company to administer various employee benefit schemes. Plant level committees are in place to discuss and settle productivity and work place related matters. Consultative Forums have been established to resolve disputes / differences.

The employee relations continued to be generally cordial at all Units / Locations of the Company during the year.

Implementation of Official Language

To ensure implementation of Rajbhasha policy of the Government of India, your Company has taken several steps to promote usage of Hindi in official work. Various activities like workshops, meetings, etc. were organized during the year and the Rajbhasha Pakhwada was celebrated at all locations of the Company. Implementation of the Rajbhasha Policy is top driven in your Company and a Hindi Kavi Sammelan including poets from other Kolkata based Public Sector undertakings was organized in October’16.

During the year your Company also organized a Workshop on Hindi implementation at its Headquarter in Kolkata for key executives. Shri Ram Vichar Yadav, Deputy General Manager (OL), Hindustan Petroleum Corporation Limited was invited as a faculty for conducting the workshop. Also, your Company lent its expert faculty for conducting Workshops in Hindi for various Town Official Language Implementation Committees.

Women Empowerment

Your Company provides a very conducive ambience for employment of women. The percentage of women employees is on the rise with new recruitments. The present strength of women employees is 7.66% despite the fact that a large chunk of our workforce constitutes of shop floor workers. Your Company has created an atmosphere conducive for women employees to join and build a career in this organization. Our Board of Directors has three women Directors, including a full time Functional Director.

Internal Complaints Committee

Your Company has constituted Internal Complaints Committees in all the four regions of the country under the Sexual Harassment (Prevention, Prohibition and Redressal) Act, 2013. Also the Company held Workshops in different regions to educate employees about the above Act and to propagate the policy of the Company in this regard.

No Complaint under the Act was received during the year 2016-17.

Corporate Social Responsibility (CSR) Annual report on CSR activities

1. A brief outline of the Company''s CSR policy, including overview of projects or programs proposed to be undertaken and a reference to the web-link to the CSR policy and projects or programs;

CSR POLICY Vision

“We are committed to serve the community by empowering it to achieve its aspirations and improving its overall quality of life.”

Mission

To undertake CSR activities in chosen areas through partnerships, particularly for the communities around us and weaker sections of the society by supporting need based initiatives.

Objectives

Improve the health and nutrition status of communities, particularly vulnerable groups such as women, children and elderly by improving health infrastructure and facilitating service provision.

Focus on quality of education and encourage children from marginalized sections and girls to complete school education and opt for higher education.

To focus on livelihoods and skill development in order to provide opportunities to women and youth and make them self-reliant.

Initiate holistic development programs for differently abled children and orphans with a view to provide them opportunities to lead a meaningful life.

To support the national efforts in rehabilitation and relief post unfortunate natural disasters.

Guiding Principles

We at Balmer Lawrie are committed to continuously improve our efforts towards our social responsibility, focus on marginalized sections and encourage our employees to contribute in CSR activities. Towards this commitment, the company shall be guided by the following guiding principles.

- Affirmative action to provide opportunities to marginalized communities.

- Efforts towards gender inclusiveness.

- Encourage community participation and ownership in order to ensure sustainability of CSR activities.

- Encourage voluntary participation of employees.

- Enhancing visibility of our CSR so that others can benefit from our learning’s.

- CSR activities would be based on partnerships.

- Wherever possible, we will align our activities with the business objectives.

- Capacity building for the weaker sections of the society.

Balmer Lawrie believes that good financial results are not an end in itself to assess the success of any business; rather it is a means to achieve higher socio-economic goals. In pursuance of this belief, the Company is committed to conduct its business in a socially responsible manner and be responsive to the needs of the society at large. Accordingly, the Company has been pursuing various CSR initiatives since the last two decades or so.

Balmer Lawrie’s CSR initiatives are driven by two Flagship Programs - Balmer Lawrie Initiative for Self-Sustenance [BLISS] and Samaj Mein Balmer Lawrie [SAMBAL]. While the first Program is directed at providing and improving the long term economic sustenance of the underprivileged, the second Program aims at improving the living standards and quality of life of the population in and around the Company’s work-centers.

Balmer Lawrie has developed its Corporate Social Responsibility (CSR) and Sustainability Policy in consonance with the CSR Policy framework enshrined in the Section 135 of Companies Act, 2013 (Act) and in accordance with the Companies (CSR Policy) Rules, 2014 (Rules) notified by the Ministry of Corporate Affairs, Government of India and Guidelines on Corporate Social Responsibility and Sustainability for Central Public Sector Enterprises issued by Department of Public Enterprises, Government of India (DPE Guidelines, 2014) which are effective from 1^st April 2014. It shall apply to all CSR Projects / Programs undertaken by Balmer Lawrie.

In pursuance of these Programs, the Company had undertaken several community development projects in the year 2016-17 focusing on Swachh Bharat Abhiyan, Sanitation, Education, Health, adoption of Tribal schools, funding of Skill Development Institutes, adoption of a Village to trigger development of micro communities and thereby generate the desired developmental impact. CSR efforts are channelized to focus on thematic areas as stated in our CSR policy and target groups like children, women, youth, elderly and differently abled people.

For Details of CSR policy, visit our website:

http://www.balmerlawrie.com/app/webroot/

uploads/CSR_and_Sustainability_Policy_2016_-_ 28.09.20161.pdf

2. The Composition of the CSR Committee :

(a) Total No. of Directors in the Committee: Four

(b) No. of Independent Directors in the Committee: One

3. Average net profit of the Company in the last three financial years (as per Section 198 of the Companies Act, 2013) - Rs. 20,632 Lakh.

4. Prescribed CSR Expenditure during 2016-17 (two per cent of the amount as in item 3 above) -Rs.412.65 Lakh.

5. Details of CSR spent during the financial year

(a) Total amount to be spent for the financial year; Rs.412.65 Lakh

(b) Amount unspent, if any; NIL

(c) Manner in which the amount spent during the financial year 2016-17 is detailed below :

(RS, in Lakh)

CSR Expenditure 2016-17
Sl No.	CSR Project or activity identified	Sector in which the project is covered	Project or Programs 1) Local area or other 2) specify the State and District where Projects or programs was undertaken	Amount outlay (budget) project or program wise	Amount spent on projects or programs Sub heads: (1) Direct Expenditure on projects or programs (2) Overheads	Cumulative Expenditure upto to the reporting period	Amount spent : direct or through agency
a	b	c	d	e	f	g	h
1.	Construction of Skill Development Institute	Skill Development	1) Other 2) Kerala/ Kochi and Telangana/ Vishakha-patnam	150	150	150	BPCL & HPCL
2.	Building a School Block of “Mogappair School” in Chennai.	Education	1) Local area 2) Tamil Nadu/ Chennai	50	50	50	Rotary Club of Midcity
3.	Support to SV Patel Rashtriya Ekta Trust for "Statue of Unity"	Donation to Trust	1) Others 2) Gujarat/ Vadodara	38	38	38	SV Patel Rashtriya Ekta Trust
4.	Construction of Skill Development Institute	Skill Development	1) Other 2) Odisha / Khurda	30	30	30	IOCL

CSR Expenditure 2016-17
Sl No.	CSR Project or activity identified	Sector in which the project is covered	Project or Programs 1) Local area or other 2) specify the State and District where Projects or programs was undertaken	Amount outlay (budget) project or program wise	Amount spent on projects or programs Sub heads: (1) Direct Expenditure on projects or programs (2) Overheads	Cumulative Expenditure upto to the reporting period	Amount spent : direct or through agency
a	b	c	d	e	f	g	h
5.	Running of Mobile Medical Unit by Helpage India	Health	1) Local area 2) Tamil Nadu/Manali	26	26	26	Helpage India
6.	Water Tank at Sayli village	Swachh Bharat Abhiyan	1) Local area 2) Dadra Nagar & Haveli/Sayli	20	19.85	19.85	Rotary Club of Panvel
7.	Sponsoring of 02 family homes	Education	1) Local area 2) West Bengal/ Kolkata &Telangana / Vishakha-patnam	19.25	19.25	19.25	SOS Children’s Village of India
8.	Sponsoring of 02 classes of Indian Institute of Cerebral palsy (IICP) for the children suffering from Cerebral Palsy	Education	1) Local area 2) West Bengal / Kolkata	18.5	18.5	18.5	Indian Institute of Cerebral palsy (IICP)
9.	Maintenance cost for School Toilets constructed under "Swachh Vidyalaya"	Swachh Bharat Abhiyan	1) Local area and Others 2) West Bengal/ Kolkata, Andhra Pradesh/ Chitoor, Haryana/ Asaoti	16	15.64	15.64	Pragati Sangha of Dara in West Bengal / Sarva Shiksha Abhiyan in Assam and Chhattisgarh
10.	Toilet Block at School	Swachh Bharat Abhiyan	1) Local area 2) Maharashtra /Raigad	15	15	15	Rotary Club of Panvel

CSR Expenditure 2016-17
Sl No.	CSR Project or activity identified	Sector in which the project is covered	Project or Programs 1) Local area or other 2) specify the State and District where Projects or programs was undertaken	Amount outlay (budget) project or program wise	Amount spent on projects or programs Sub heads: (1) Direct Expenditure on projects or programs (2) Overheads	Cumulative Expenditure upto to the reporting period	Amount spent : direct or through agency
a	b	c	d	e	f	g	h
11.	Sonography Machine at Govt. Hospital	Health	1) Local area 2) Tamil Nadu/Ranipet	13	10	10	Rotary Club of Chennai
12.	Providing education to the doorsteps of the tribal populace.	Education	1) Others 2) West Bengal/South 24 Parganas	10	10	10	Ekal Vidyalayas, One Teacher Schools (OTS), Friends of Tribal Society
13.	Workshop conducted on Sustainability Training	Training	1) All India	3.32	3.32	3.32	CII
14.	Swachh Bharat Activities in School	Swachh Bharat Abhiyan	1) Local Area 2) Tamil Nadu/Chittoor	2.3	2.46	2.46	Balmer Lawrie
15.	Toilet Renovation at Matunga, Dayanand Ballika Vidyalaya	Swachh Bharat Abhiyan	1) Local Area 2) Maharashtra/Mumbai	2.5	2.36	2.36	Rotary Club
16.	Miscellaneous				2.27	2.27
					412.65	412.65

6. In case the Company has failed to spend the two per cent of the average net profit of the last three financial years or any part thereof, the Company shall provide the reasons for not spending the amount in its Board report. - NA

7. Responsibility statement of the CSR Committee :

“It is hereby certified that the implementation and monitoring of CSR policy, is in compliance with CSR objectives and policy of the Company."

BUSINESS RESPONSIBILITY REPORT

Business Responsibility Report of the Company as per SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 for the year ended 31st March, 2017 is attached as Annexure 2

OCCUPATIONAL HEALTH AND SAFETY Employee Health & Safety

The Company accords high priority to Employee Health & Safety. In pursuance of this the Company has established an integrated Health & Safety Management System across the organization. The Company has published the HSE Manual, which would be used as reference book in plants and other establishments of the Company. The Company carries out HSE audit for all its manufacturing and Container Freight Stations as per the HSE audit protocol of the manual. The Company has also introduced HSE MIS system for all manufacturing and CFS units. Every plant/CFS unit submits a monthly HSE MIS to Corporate Office enabling the concerned authorities to take corrective steps. Major plants / units of the Company are OHSAS 18001 certified. All Occupational Health & Safety Standards are adhered to as per The Factories Act, 1948. Major initiatives / activities undertaken in this domain in 2016 - 17 were as follows :

HSE Audits were carried out in all manufacturing units/establishment of the Company during the year and recommendations thereof implemented.

Fire protection system/ Hydrant system was installed in the Asaoti plant of Industrial Packaging division.

Behavior based safety program was organized for all Plant managers, Maintenance managers and Operational managers.

External Electrical Safety audit was carried out at all the plants of the Manufacturing Businesses.

Two days workshop on Electrical safety was carried out at Head Office for both Manufacturing

and Service Businesses.

HSE awareness training was conducted for employees involving 700 man-hours.

Project HSE plan was implemented at the green field project sites of Temperature Controlled Warehouse in Rai.

Safety Week was observed from 4^th to 11^th March 2017 in all plants and establishments of the Company.

Defensive Driving training was carried out for Kolkata based employees to create awareness on Road safety.

Crisis Management Plan was developed and rolled out for all businesses in August 2016.

Management of Change (MOC) procedure rolled out last year has been implemented in most of the manufacturing plants.

Environmental Protection and Sustainability:

Being fully committed towards the protection and conservation of the environment, the Company has taken various initiatives to minimize the pollution load of operations. Treatment and disposal of effluents conform to the statutory requirements. Air emissions norms also strictly adhere to the norms laid down in the Environment Protection Act, 1986. Disposal of hazardous waste is done strictly as per Hazardous Waste and Other Waste Rules, 2016. All Plants and major establishments of the Company are certified to environment standards ISO 14000. The Company has in place a comprehensive Long Term Integrated Sustainability Plan which lays down the sustainability policy, program framework, governance structure, communication etc.

Some of the other initiatives/activities taken up by the Company in this domain in 2016-17 include :

The Company has installed 200 KWp of Solar Plant at Manali complex Chenai and 100 KWp solar plant on the roof top of IP, Asaoti. Both the plants cumulatively has the capacity to offset around 400 Tons of carbon dioxide each year.

Saplings were planted in all the units on the occasion of World Environment Day 2016. An online quiz on Environment was conducted for all employees to create awareness.

Workshops were conducted across the organization to sensitize employees and stakeholders on Business Responsibility Report and Sustainability Reporting.

The Application Research Laboratory of the Company continue to make significant progress in developing number of bio-degradable & environment friendly lubricants.

Rain water harvesting continues to drive good water conservation in the Leather Chemicals Division at Manali.

Roof top asbestos sheets were partly replaced with environment friendly pre coated GI sheets in the Industrial Packaging plant at Silvassa.

COMMUNICATION & BRANDING INITIATIVES

Balmer Lawrie (BL) completed 150 years on 1^st February 2017. Thus, the year 2016-17 has been significant in terms of branding and communication. Several initiatives in the area of internal communications centered on the sesquicentennial celebrations were undertaken. Other internal communication initiatives driven during the year to enhance the process of information sharing in the organization, are as follows:

Introduction of the Daily Media Update covering company news, news from the Oil & Gas sector and initiatives of the government.

Regular publication of Weekly Media Update, BL Online Monthly Bulletin, BL Organizational Gazette, the quarterly house magazine. These publications are available on the Company website.

Town Hall Meetings: An open house providing a platform to employees to interact with the whole time Directors.

The revamped Company Intranet launched in 2016, is more interactive, user-friendly and content rich, and is regularly updated.

Work on revamping the Corporate Film and the SBU versions began.

The empanelment exercise undertaken to empanel consulting agencies in the areas of Advertising & Branding, Digital Marketing & Branding, PR and Media Planning & Buying was completed.

The external communication initiatives, especially from a branding perspective include :

Special BL Calendar was designed with the theme of ‘Service to the Nation'' to mark the 150 years celebrations.

The Annual Report cover and the New Year Greeting card carried the 150 years logo and was specially designed to highlight Balmer Lawrie''s journey of one and a half centuries.

Media Coverage: Corporate Reports in business magazines/papers and coverage of CSR initiatives etc.

Branding of Swachh Bharat Abhiyan and other similar initiatives were undertaken

SBU specific Microsites were completed for go live.

Branding in Exhibitions and Corporate events highlighting the milestone of completion of 150 years was done.

Regular updates related to company events, initiatives of Hon''ble Prime Minister and Ministry of Petroleum & Natural Gas are posted on the Balmer Lawrie Facebook and Twitter pages.

Further, comprehensive branding plans for the year

2017-18 are in the process of implementation in SBUs: Greases & Lubricants and Travel & Vacations.

INFORMATION TECHNOLOGY

Your Company is committed to adapt competitive latest information technology system for the business requirements. The SAP ERP system has been successfully implemented and stabilized and is being regularly updated. Your Company has smoothly rolled out a new IT application called CORVI for freight forwarding activities of the Logistics SBU. To support Temperature controlled warehouse activities, your Company has also rolled out an IT system called “PYXIS”, which is used to control the movement and storage of materials within the warehouse and to process the associated transactions.

Your Company has also implemented multiple IT infrastructure related projects to provide better manageability and control keeping in view the increased requirements of the business. A centralized enterprise server backup system has been introduced to centralize and automate the backup process of all the applications.

PROGRESS ON PRINCIPLES UNDER ‘GLOBAL COMPACT’

Your Company is a founder member of the Global Compact, and it remains committed to further the principles enumerated under the Global Compact programme. The details of various initiatives taken in this regard can be found in the Communication of Progress (CoP) uploaded on the website of the Company (www.balmerlawrie.com).

The Communication of Progress report for the year

	Opening Balance as on 01.04.2016	Received during the Year (including cases transferred to other Public Authority)	No. of cases transferred to other Public Authorities	Decisions where request/ appeals rejected	Decisions where requests/ appeals accepted	Closing balance as on 31.03.2017
a	b	c	d	e	f	g
Requests	21	87	0	0	84	24
First Appeals	1	10	0	0	11	0

2016-17 captures your Company''s efforts and achievements in taking forward its sustainability objectives, which are well aligned with the business goals. Sustainable development has always been a top priority with your Company. Your Company sustained the “Swachh Vidyalaya” initiative in Government Schools covering states of Assam, Chhattisgarh, Haryana, Andhra Pradesh and West Bengal. The Company constructed new toilets and ensured maintenance on need basis. Sustainable growth is a key objective in your company''s strategy plan and the leadership continuously encourages “think sustainability” not only in the employees but all the stakeholders.

DISCLOSURE ON IMPLEMENTATION OF RIGHT TO INFORMATION, ACT, 2005.

The Right to Information (RTI) Act, 2005 was enacted by Government of India with effect from October 12, 2005 to promote openness, transparency and accountability in functioning of Government Department, PSUs etc.

Balmer Lawrie has designated Senior Manager (Legal) as Central Public Information Officer and Company Secretary as First Appellate Authority under the RTI Act, 2005. Detailed information as per the requirement of RTI Act, 2005 has been hosted on your Company''s Web Portal www.balmerlawrie.com/ pages/viewpages/100 and the same is updated from time to time.

Information sought under RTI Act, 2005 is being provided within the prescribed time-frame detail of which for 2016-17 is shown in the table below:-

(A) Conservation of Energy -

(i) The steps taken or impact on conservation of energy :

Your Company is continuously monitoring energy consumption per unit of production at various manufacturing plants and taking action towards conservation of energy in view of rising cost of energy and in keeping with your Company''s commitment to be an energy efficient entity.

SBU : G&L has installed variable frequency drives to conserve energy, along with other energy saving methods.

SBU : IP has achieved significant power savings by utilizing natural day light inside the plant providing transparent roof top sheet at its plant in Silvassa. Other energy conservation initiatives include replacement of bulbs and tube lights with LED lights, installation of Variable Frequency Drives, installation of accumulation conveyor at lacquer line, synchronization of conveyors for reduction of idle running time in various plants and offices.

SBU : LC conducted energy audit and implemented the audit recommendations to improve energy utilization of the plant. Measures taken to improve energy efficiency include installation of high efficiency motors, VFDs, energy efficient lights and Air Conditioners.

(ii) The steps taken by your Company for utilizing alternate sources of energy :

Apart from adoption of energy efficient lightings and equipment, your Company is continuously taking steps towards use of alternate source of energy. In the current financial year your Company has installed 200 KWp Solar Power Plant in the Manali Complex Chennai and another 100 KWp Solar Power Plant at SBU: IP Asaoti. At present, total installed capacity of Solar Power Plant of your Company stands 460 KWp.

The already existing 160 KWp Solar Power Plant at IP, Asaoti and Navi Mumbai has generated 175526 Kwh units in the current financial year.

(iii) The capital investment on energy conservation equipment :

Investments of more than 213 Lakh towards installation of energy efficient systems/ equipment have made in various plants.

(B) Technology absorption -

(i) The efforts made towards technology absorption :

Indigenous Technology : Your Company has been aggressively carrying out in house R&D for development of products and processes in all its manufacturing businesses to meet the requirement of the market.

SBU : IP imported plant and equipment from internationally reputed machine manufacturers and stabilized its production by using world class fully automated drum manufacturing technology. The SBU is in the process of launching new products through these world class equipment.

In SBU : G&L, R&D Laboratory has focused towards the development of technology for high performance greases for industrial application and automotive wheel bearing, water soluble chlorine and boron free synthetic cutting oil for Steel Tubes and Wire Drawing oil for Aluminum industry.

The SBU : LC developed Phosphate technology for Fatty Alcohol Ethoxylates. Co surfactant Lauryl Ethoxylate Mono Phosphate has been commercialized during the current year, which is used in fatliquor formulations to make high performance fat liquors.

(ii) The benefits derived like product improvement, cost reduction, product development or import substitution;

Such developments have helped the SBUs to strengthen their position in the market, increase its product basket, counter competitors, gain market share, to demonstrate technology and cost leadership as well as consistent supplies.

(iii) In case of imported technology (imported during the last three years reckoned from the beginning of the financial year)

a. The details of technology imported : NA

b. The year of import : NA

c. Whether the technology been fully absorbed : NA

d. If not fully absorbed, areas where absorption has not taken place, and the reasons thereof; and : NA

(iv) The expenditure incurred on Research and Development

		2016-17	2015-16
		(RS, in Lakh)	(RS, in Lakh)
a)	Capital	30.41	51.35
b)	Revenue	529.29	543.32
c)	Total	559.70	594.67

(C) Foreign Exchange earning and outgo -

	2016-17	2015-16
	(RS, in Lakh)	(RS, in Lakh)
(i) Total Foreign
exchange earnings	9,612.78	10,464.30
(ii) Total Foreign
exchange outgo	17,345.10	17,263.86

DETAILS OF PROCUREMENT FROM MICRO, SMALL AND MEDIUM ENTERPRISES AS PER PUBLIC PROCUREMENT POLICY FOR MICRO AND SMALL ENTERISES (MSEs) ORDER 2012

RS, in Lakh

Details	2016-17	2015-16
Available for procurement from MSEs	11801.45	8235.97
Actual procurement	5719.87	2905.69

EXTRACT OF ANNUAL RETURN

The details forming part of the extract of the Annual Return in form MGT-9 as provided under Section 92 of the Companies Act, 2013, is annexed hereto as “Annexure 3”.

NUMBER OF MEETINGS OF THE BOARD

The Board met eight (8) times during the financial year 2016-17, the details of which are given in the Corporate Governance Report attached as “Annexure 4”. The intervening gap between any two Board meetings was within the period prescribed under the Companies Act, 2013; SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and DPE Guidelines on Corporate Governance.

DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 134(3)(c) and 134(5) of the Companies Act, 2013, the Board of Directors to the knowledge and ability, state that :

(a) in the preparation of the annual accounts for the financial year ended 31^st March, 2017, the applicable accounting standards have been followed along with proper explanation relating to material departures;

(b) the Directors had 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 your Company at the end of the financial year as on 31^st March, 2017 and of the profit and loss of your Company for that period;

(c) The Directors had 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 your Company and for preventing and detecting fraud and other irregularities;

(d) The Directors had prepared the annual accounts for the financial year ended 31^st March, 2017 on a going concern basis; and

(e) The Directors had laid down internal financial controls to be followed by your Company and that such internal financial controls are adequate and were generally operating effectively.

(f) The Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

DECLARATION BY INDEPENDENT DIRECTOR

Your Company has received declaration from the Independent Director of the Company confirming that she meets the criteria of independence prescribed under the Act and the Listing Regulations.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

Detailed particulars of Loans, Guarantees and Investments under Section 186 of the Companies Act, 2013 are given in Note No. 5, 6 and 14.

RELATED PARTY TRANSACTIONS

Majority of the Related Party Transactions of the Company were made with its Holding Company, Subsidiary Companies, Associate Companies and Joint Venture Companies. It may be pertinent to mention that Related Party Transactions made with Holding Company and Wholly Owned Subsidiary Companies and transactions between two Government Companies are exempted under Regulation 23 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. Further, omnibus approval was taken for Related Party Transactions for value upto Rs. One Crore whereas in other cases approval of Audit Committee was taken. Further, there were no materially significant Related Party Transactions during the year under review made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons which have a potential conflict with the interest of the Company at large.

The “Related Party Transactions Policy” was amended vide Board resolution dated 29^th May, 2014 due to amendment in clause (a) of sub-rule (3) of Rule 15 of Companies (Meetings of Board and i ts Powers) Rules, 2014 to inter-alia substitute the expression ‘exceeding ten per cent'' with ‘amounting to ten per cent. The amended policy is uploaded on the Company''s website and may be accessed at the link:

http://www.balmerlawrie.com/app/webroot/uploads/

Related_Party_Transactions_Policy.pdf

The said policy lays down a procedure to ensure that transactions by and between a Related Party and the Company are properly identified and reviewed to ensure that the Related Party Transactions are properly approved and disclosed in accordance with the applicable law. The Policy also sets out materiality thresholds for Related Party Transactions.

The details of the Related Party Transactions entered into by your Company during the financial year

2016-17 has been enumerated in Note no. 40.20 of Financial Statement.

JUSTIFICATION FOR ENTERING INTO RELATED PARTY TRANSACTIONS

The Related Party Transactions are entered into based on considerations of various factors like business exigencies, synergy in operations, the policy of the Company, Capital Resources of Subsidiaries and Associates.

The particular of contracts and arrangements as required under Section 134(3)(h) of the Companies Act, 2013 in the prescribed Form AOC-2 is as under :

RISK MANAGEMENT POLICY

Your Company has formulated a Risk Management Policy in the year 2008 with the objective of Adoption of a Risk Assessment / Identification Policy, Implementation of Risk Assessment, Evaluation & Minimization Procedures and for reviewing the procedures for controlling risks through a properly defined framework. The Risk Management Policy has been uploaded on the Company''s website:

http://www.balmerlawrie.com/app/webroot/uploads/

Risk_Management_Policy_BL.pdf

DEPOSITS

Your Company has not accepted any deposits from the public during the financial year 2016-17 and therefore no disclosure is required in relation to details relating to deposits covered under Chapter V of the Companies Act, 2013.

DETAILS OF SIGNIFICANT OR MATERIAL ORDERS PASSED BY THE REGULATORS, COURTS AND TRIBUNALS

No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Company''s operations in future.

ADEQUACY OF INTERNAL FINANCIAL CONTROLS (IFC)

Your Company has well established and effective internal control system designed to ensure proper recording of financial and operational information and compliance of various internal controls and other regulatory and statutory compliances. The company has a well-defined delegation of financial powers to various levels of the organization as per the Delegation of Authority (DOA) for the orderly and effective conduct of its business. The internal audit of the company is conducted by an independent external auditor.

As required under the Companies Act, 2013, your Company has an Internal Control System commensurate with the size, scale and complexity of the organization. Your Company confirms having the following in place:

- An Internal Audit System whose reports are reviewed by the Audit Committee;

- Procedure and system for orderly and efficient conduct of the Company''s Business, including adherence to the Company''s policies;

- Procedures to safeguard the Company''s assets;

- Procedures to prevent and detect frauds and errors;

- Procedures and systems including ERP for accuracy and completeness of the accounting records.

Your Company has in place adequate Internal Financial Control system with reference to financial statements and the effectiveness of the internal control systems are reviewed by an external accounting and audit firm.

During the year 2016-17, Internal Financial Controls (IFC) was reviewed by an external consultant Haribhakti and Co., LLP which reported as follows :

a. The internal control over financial reporting in the Company is generally adequate, with few areas of observations/ improvements.

b. These areas of improvements have been discussed and agreed with management and necessary action plans are being initiated by them.

VIGILANCE

Dr. Akhilesh Kumar Ambasht, IFS is the Chief Vigilance Officer with effect from 16th August, 2016.

Your Company strongly believes in public participation which helps in promoting integrity and eradicating corruption. All stakeholders are continuously encouraged to follow processes and combat corruption. The Vigilance department tries to reach out to public to be more vigil and be aware of any wrong doings and also not to indulge in wrong practices, which may have taken place and thereby ensure corrective measures for future purposes. It is our endeavour to uphold the desired level of honesty and probity in public life by ensuring transparency in all aspects of the management''s functioning. Considering the vast magnitude of the problem of corruption, the efforts at the level of organization can never succeed to bear the desired results, unless the measures are strengthened through a unified approach.

Needless to mention that during the Vigilance Awareness Week this year, the Vigilance Department organized various programmes like Presentations/ Seminars in different locations and Quiz/Slogan/ Essay/Debate Competitions in various schools/ colleges which were covered on TV by DD Bangla and Kolkata Doordarshan. Vendors Meet was also organized at all locations, Anti-corruption wrist bands were distributed, posters/banners were displayed and Individual Integrity Pledge was taken by the employees and their families.

Vigilance Department stringently follows and circulates the laid down policies and guidelines of the Company and CVC circulars/directives as well as the amendments from time to time. Our aim is to promote transparency, fairness, equity and leverage technology to combat corruption in all the areas of the Company. Technology will help us in bringing efficiency as well as transparency and therefore needs to be assimilated and integrated into all aspects of our decision making. We have endeavored to make all our activities (i.e. procurement, payments, outsourcing, recruitment etc. which are vulnerable to unethical practices) available on an open platform for all the stakeholders. We have our obligation towards our stakeholders to provide the necessary information regarding - tender notification, status of tenders, placement of orders, status of products delivered and payments etc., all these are possible when we fully embrace technology. With the help of technology, your Company has been doing business in an extremely ethical and transparent manner. This has lead to reduction of complaints and helps to raise the morale of your Company.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

Your Company had established a Vigil Mechanism / Whistle Blower Policy in January 2010. Although at that particular point of time the same was a no mandatory requirement under the listing agreement. The said policy concerns the Employees and covers the following categories :

- Managerial

- Executive

- Supervisory

- Unionized Employees

- Any other Employees (such as Outsourced, Contractual, Temporaries, Trainees, Retainers etc. as long as they are engaged in any job / activity connected with the Company''s operation).

so as to enable them to report management instances of unethical behavior, actual or suspected fraud or violation of your Company''s code of conduct. The details of the Vigil Mechanism / Whistle Blower Policy are given in the Corporate Governance Report

2016-17 and can be downloaded from the following hyperlink of the Company''s website:

http://www.balmerlawrie.com/app/webroot/uploads/

Whistle_Blower_Policy.pdf.

REPORT ON CORPORATE GOVERNANCE

Your Company has been consistently complying with the various Regulations and Guidelines of the Securities & Exchange Board of India (SEBI) as well as of Department of Public Enterprises (DPE).

Pursuant to the said SEBI Regulations and DPE Guidelines, a separate section titled ‘Corporate Governance Report'' is being furnished and marked as Annexure 4.

The provisions on Corporate Governance under DPE Guidelines which do not exist in the SEBI Guidelines and also do not contradict any of the provisions of the SEBI Guidelines are also complied with.

Further, your Company''s Statutory Auditors have examined compliance of conditions of Corporate Governance and issued a certificate, which is annexed to this Report and marked as Annexure 5.

DETAILS RELATING TO REMUNERATION OF DIRECTORS, KEY MANAGERIAL PERSONNEL AND EMPLOYEES

Your Company being a Government Company vide notification no. G.S.R. 463(E). dated 5th June 2015 has been exempted from applicability of Section 134(3)(e) and 197 of the Companies Act, 2013.

BOARD EVALUATION AND CRITERIA FOR EVALUATION

Your Company being a Government Company vide notification no. G.S.R. 463(E). dated 5th June 2015, has been exempted from applicability of section 134(3)(p) and 178(2), (3) and (4) of the Companies Act, 2013.

The Annual Performance Appraisal of Top Management Incumbents of Public Enterprises is done through the Administrative Ministry as per the DPE Guidelines in this regard. Your Company being a Central Public Sector Enterprise under the administrative jurisdiction of Ministry of Petroleum & Natural Gas also has to follow the similar procedure.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

The Board of the Company currently has total 7 Directors, out of which 5 are Whole-time (Functional/ Executive Directors), 2 are Non-executive Directors one being Government Nominee Director and other an Independent Director. The Board consists of 3 Women Directors.

It may be noted that pursuant to Article 7A of the Articles of Association of the Company, so long as the Company remains a Government company, the Directors - including Independent Directors - are to be nominated by the Government of India. Your Company continues to pursue with the Administrative Ministry for expediting appointment of Independent Directors on the Board of your Company to bring the Board composition in line with the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and the applicable Guidelines on Corporate Governance for CPSEs.

APPOINTMENTS

Ms. Indrani Kaushal has been nominated by the administrative ministry as Government Nominee Director of the Company for a period of three years on co-terminus basis or until further order from the administrative ministry whichever is earlier. Ms. Kaushal was appointed as a Government Nominee Director in the form of an Additional Director of the Company with effect from 27th December, 2016 in terms of Section 161 of the Companies Act, 2013 and Articles 7A and 9 of the Articles of Association of the Company. The resolution of her appointment as Director of the Company is submitted to the shareholders for their consideration at the 100^th AGM.

Ms. Atreyee Borooah Thekedath was nominated as Independent Director of the Company for a period of three years or until further orders from the administrative ministry. Ms. Borooah had been appointed as an Independent Director, Additional Director of the Company with effect from 13th February, 2017. Pursuant to Section 149 and other applicable provisions of the Companies Act, 2013 the resolution of her appointment as director of the Company is submitted to the shareholders for their consideration at the 100^th AGM.

In accordance with the provisions of Section 152(6) of the Companies Act, 2013 read with Article 12 of the Articles of Association, Shri Prabal Basu (Chairman & Managing Director) and Shri Kalyan Swaminathan, Director (Service Businesses) would retire by rotation at the ensuing Annual General Meeting and they are eligible for reappointment at the said Meeting.

A Brief Profile of the Directors proposed to be appointed/reappointed is mentioned in the notice of 100^th AGM and in the Corporate Governance Report.

CESSATIONS

- Shri Alok Chandra, Government Nominee Director ceased to be a Director of the Company effective at the close of the business hours on 10^th February, 2017 consequent upon withdrawal of his nomination by the MoPNG.

- Shri Prashant Sitaram Lokhande, Government Nominee Director ceased to be a Director of the Company effective at the close of the business hours on 10^th February, 2017 consequent upon withdrawal of his nomination by the MoPNG.

The Board places on record its deep appreciation of the guidance and significant contribution made by Shri Alok Chandra and Shri Prashant Sitaram Lokhande during their tenure as Directors of your Company.

AUDIT COMMITTEE

Your Company has a qualified and independent Audit Committee, the composition of which and other details are mentioned in the Corporate Governance Report 2016-17.

As on 31^st March, 2017, the Audit Committee consists of five members out of whom one is a Non-Executive Government Nominee Director, three Whole-time Directors and One Non-executive Independent

Director being the Chairperson of the Committee. All the members of the Audit committee are financially literate and many of them have expertise on financial matters. The composition of the committee is as under :

Names	Position Held
Ms. Atreyee Borooah Thekedath	Chairperson
Ms. Indrani Kaushal	Member
Shri D. Sothi Selvam	Member
Shri Kalyan Swaminathan	Member
Shri Shyam Sundar Khuntia	Member

The Company Secretary acts as the Secretary of the Audit Committee.

All the recommendations of the Audit Committee have been accepted by the Board of Directors.

STATUTORY AUDITORS & AUDITORS’ REPORT STATUTORY AUDITORS :

Your Company being a Government Company, Statutory Auditors are appointed or reappointed by the Comptroller and Auditor General of India in terms of Section 143(5) of the Companies Act, 2013.

In terms of the Companies Act, 2013, Comptroller & Auditor General of India (C&AG) has appointed M/s. Dutta Sarkar & Co., Chartered Accountants, having its office at 7A, Kiron Sankar Roy Road, 2^nd Floor, Kolkata 700001 as Statutory Auditors of the Company for the Financial Year 2017-18 for both Standalone as well as the Consolidated Financial Statements of the Company.

Pursuant to Section 142 and other applicable provisions of the Companies Act, 2013, the remuneration of the Auditors for the year 2017-18 is to be determined by the members at the ensuing Annual General Meeting as envisaged in the said Act. Members are requested to authorize the Board to decide on their remuneration as per applicable statutory provisions.

REPORT OF THE STATUTORY AUDITORS

Report of the Statutory Auditors is annexed with the Financial Statements.

COMMENTS OF COMPTROLLER & AUDITOR GENERAL OF INDIA

The office of the Comptroller & Auditor General of India (‘CAG'') had conducted a supplementary audit of the Financial Statements (both Standalone and Consolidated) of the Company for the year ended 31^st March 2017. On the basis of the audit, CAG states that nothing significant has come to its knowledge which would give rise to any comment upon or supplement to Statutory Auditors'' Report. Comments of the Comptroller & Auditor General of India as per the Companies Act, 2013, are attached with the Financial Statement.

COST AUDITOR

Pursuant to Section 148 of the Companies Act, 2013 the Board of Directors on the recommendation of the Audit Committee appointed M/s. Bandyopadhyaya Bhaumik & Co., Cost Accountants, as the Cost Auditor of your Company for the year under review relating to goods manufactured by Strategic Business Units : Industrial Packaging, Leather Chemicals and Greases & Lubricants of your Company. The remuneration proposed to be paid to the Cost Auditor requires ratification of the members of your Company. In view of this, your ratification for payment of remuneration to the Cost Auditor for the financial year 2017-18 is being sought at the ensuing Annual General Meeting.

Sl. No.	Observation / Comment/ Qualification of the Secretarial Auditors	Clarification from the Management
1.	In certain cases, the Company has not complied Regulation 23(2) of SEBI LODR, 2015 which requires the Company to obtain prior approval of Audit Committee for all Related Party Transactions. In certain cases, delayed ratification of Related Party Transactions by the Board has led to deviation from requirements of Section 188(3) read with Section 188(1) of the Act;	The management endeavors to adhere to the requirement of seeking prior approval of the Audit Committee/Board before entering into the Related Party transactions. However, in few cases where the transactions are basically running contracts carried out in usual course of business and are of repetitive nature the renewal of the ongoing contract had fallen due at such time when the Audit Committee meeting was not scheduled and the ongoing business activity could not be stalled in midway. Hence, in such cases prior approval of the Audit Committee/ Board could not be obtained but the ratification for the same was duly obtained subsequently.

COST AUDITOR’S REPORT

Cost Audit Reports for all the applicable products for the year ended 31st March, 2016 were filed on 7^th September, 2016 with Cost Audit Cell of Ministry of Corporate Affairs department within specified due dates.

SECRETARIAL AUDITOR

Pursuant to the Provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board had appointed M/s. Siddhartha Murarka, Practicing Company Secretaries, to conduct Secretarial Audit of the Company for the Financial Year 2016-17. The Secretarial Audit Report in Form MR-3 for the Financial Year ended 31st March, 2017 is annexed herewith and marked as “Annexure 6”.

SECRETARIAL AUDITORS’ REPORT

Qualification, reservation, adverse remark or disclaimer made by the Secretarial Auditor in their Report and corresponding Management Response :

The Secretarial Auditor has qualified their Report as mentioned below :

ACKNOWLEDGEMENT

Sl. No.	Observation / Comment/ Qualification of the Secretarial Auditors	Clarification from the Management
		The Board and Audit Committee had ratified the transaction thereby signifying that it did not want it to exercise the option of rendering it void. Accordingly, there was no violation of Section 188(3) of the Companies Act, 2013.
2.	The composition of the Board and its Committees are not in accordance with the requirements of the Act and SEBI LODR, 2015 because required number of Independent Directors have not been nominated by the Administrative Ministry, Ministry of Petroleum and Natural Gas. This improper composition of the Board and its Committees has also led to deviation with other allied requirements such as Quorum for Committee Meetings, Separate Meeting of Independent Directors etc.	We are a Government Company as it is evident from our shareholding pattern. As per the Articles of Association of the Company so long as the Company remains a Government Company, the President of India shall be entitled to appoint one or more person(s) to hold office as Director(s) on the Board. Accordingly, Ministry of Petroleum & Natural Gas, being the Administrative Ministry directs us regarding change or appointment of Directors. The Company has intimated the need for appointment of Independent Directors to the administrative ministry.

Your Directors are focused on creation of enduring value for all stakeholders utilizing multiple drivers of growth in the diverse Strategic Business Units of the Company.

Towards that end, the Directors wish to place on record their sincere appreciation of the significant role played by the employees towards realization of new performance milestones through their dedication, commitment, perseverance and collective contribution. The Board of Directors also places on record its deep appreciation of the support and confidence reposed in your Company by its customers as well as the dealers who have contributed towards the customer-care efforts put in by your Company. The Directors would also wish to thank the vendors, business associates, consultants, bankers, auditors, solicitors and all other stakeholders for their continued support and confidence reposed in your Company.

The Directors are also thankful to Balmer Lawrie Investments Ltd. (the Holding Company) and the

Ministry of Petroleum & Natural Gas, Government of India, for its valuable guidance and support extended to the Company from time to time.

Finally, the Directors wish to place on record their special appreciation to the valued Shareholders of your Company for their unstinted support towards fulfilment of its corporate vision.

On behalf of the Board of Directors

Prabal Basu

Chairman & Managing Director

Shyam Sundar Khuntia Director

(Finance) & CFO

Registered Office:

Balmer Lawrie House 21 Netaji Subhas Road Kolkata - 700001.

Date: 27^th July 2017

---

Mar 31, 2016

To the Members,

The Directors have pleasure in presenting the 99th Report on the operations and results of your Company for the Financial year
ended 31st March, 2016, together with the Audited Financial Statement, Auditor''s Report and the Comments of Comptroller & Auditor
General of India on the Accounts of the Company.

Financial Summary & Highlights

(Rs. in Lakhs)

STANDALONE CONSOLIDATED

FINANCIAL RESULTS FINANCIAL RESULTS*
Year ended 31 March Year ended 31 March

2016 2015 2016 2015

Surplus for the year
before deduction of
Finance Charge,
Depreciation and tax 26619 24185 32122 28704

Deduct there from:

i. Finance Charges and
depreciation 3165 3141 6866 6890

ii. Provision for
Taxation 7134 6300 7368 6601

Profit After Tax (PAT) 16320 14744 17888 15213

Add Transfer from:

Profit & Loss Account 45676 40334 44630 46490

Total amount available
for Appropriation: 61996 55078 62518 61703

Appropriations:

Interim Dividends - - - 208

Proposed Dividend @ Rs.20
per equity share 5700 5130 7038 6386
(previous year Rs.18
per equity share)

Corporate Tax on Dividend 1193 1073 1225 1194

Transfer to General
Reserve 3000 3000 3834 3984

Adjustment for
Depreciation - 199 - 247

Minority interest /
Foreign Exchange
Conversion
Reserve etc. - - - 5054

Surplus carried forward
to next year 52103 45676 50421 44630

Total of Appropriations 61996 55078 62518 61703

* The Board''s Report is based on standalone results and this information is given as an added information to the members.

Overview of the state of the Company''s Affairs

- The Company recorded a Turnover of Rs.289495 Lakhs (inclusive of Excise Duty) during 2015-16 which was a marginal reduction
from Rs.294404 Lakhs (inclusive of Excise Duty) in 2014-15, representing a fall of around 1.67% over the previous year.

- However, the Profit Before Tax during 2015-16 which aggregated to Rs.23454 Lakhs, had made a significant increase from Rs.21044
Lakhs in 2014-15 registering an increase of 11.45% over the previous year. Thus the Company had achieved the highest ever profit
in its history.

- The Profit After Tax for 2015-16 increased to Rs.16320 Lakhs from Rs.14744 Lakhs in 2014-15.

- The Strategic Business Units: (a) Industrial Packaging, (b) Greases and Lubricants and (c) Refinery & Oil Field Services were
the main drivers of incremental profit generation for the Company during 2015-16.

- The Reserve and Surplus of your Company increased to Rs.103776 Lakhs as on 31st March 2016 compared to Rs.87456 Lakhs as on
31st March 2015.

Share capital

The paid up Equity Share Capital of the Company as on 31st March, 2016 stood at Rs.28,50,06,410. During the year under review,
the Company has not issued any share with differential voting rights nor has granted any stock options or sweat equity shares.

Dividend

A dividend of Rs.20/- (Rupees Twenty only) per Equity Share of the face value of Rs.10 each fully paid up on the paid-up Equity
Share Capital as on 31st March, 2016 has been recommended by the Board of Directors, for declaration by the Members at the
ensuing 99th Annual General Meeting (AGM) to be held on 22nd September, 2016. Subject to the approval of the Shareholders in the
ensuing 99th AGM, dividend will be paid either by way of warrant, demand draft or NECS mode and will be paid to those
Shareholders who would be holding shares of the Company as on 15th September 2016 End of Day. In respect of shares held
electronically, dividend will be paid to the beneficial owners, as per details to be furnished by their respective Depositories,
i.e., either Central Depository Services (India) Ltd. or National Securities Depository Ltd. The trend of past dividend payment
is depicted below:

Material changes and commitments affecting the Financial position of the Company occurred between the end of the Financial year
and the date of the Report

No material changes and commitments have occurred after the close of the Financial year till the date of this Report, which could
affect the Financial position of the Company.

Management Discussion and Analysis Report

An analytical Report on the businesses of the Company

as required under the SEBI (Listing Obligations And Disclosure Requirements) Regulations, 2015 - covering both manufacturing and
service activities - is furnished along with this Report under the heading "Management Discussion and Analysis Report" and
attached as "Annexure 1".

Consolidated Financial Statements

The Financial Statements and results of your Company have been duly consolidated with its Subsidiaries, Associates and Joint
Ventures pursuant to applicable provisions of the Companies Act, 2013, the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 and Accounting Standards.

Further, in line with Section 129(3) of the Companies Act, 2013 read with the Rules thereon, SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015 and in accordance with the Accounting Standard 21, Consolidated Financial Statements
prepared by your Company includes a separate Statement in Form ''AOC-I'' containing the salient features of the Financial Statement
of your Company''s Subsidiaries, Associates and Joint Venture companies which forms part of the Annual Report.

Report on Subsidiaries

During the year under review, no company has ceased to be a Subsidiary, Joint Venture or Associate Company.

The Policy for determining material subsidiaries as approved may be accessed on the Company''s website at the link:

http://www.balmerlawrie.com/app/webroot/uploads/

Policy_on_Determining_Material_Subsidiary-BL.pdf.

As per the aforesaid policy none of the Subsidiaries appear to be material subsidiary of your Company.

Financial Statements of Subsidiary Companies

In line with the provisions of Section 136 of the Companies Act, 2013, your Company has placed separate audited accounts in
respect of each of its subsidiaries on its website - www.balmerlawrie.com. Members shall be provided separate audited financial
statement of the Subsidiary Companies as per requisition made by them.

Performance and financial position of Subsidiaries, Joint Ventures and Associate Company

A brief write up on the performance and financial position of Subsidiary, Joint venture and Associate companies of your Company
is presented hereunder:

Balmer Lawrie (UK) Ltd. [BLUK]

Balmer Lawrie (UK) Ltd. (''BLUK'') is a 100% subsidiary of your Company incorporated in the UK. The subsidiary had previously been
engaged in the business of Leasing & Hiring of Marine Freight Containers as also in Tea Warehousing, Blending & Packaging.

After exiting these businesses, BLUK has been utilizing the proceeds to fund other business opportunities. BLUK has to date
invested approximately US$ 2.01 million equivalent to Indonesian Rupiah 21.0 billion in PT. Balmer Lawrie Indonesia (PTBLI) -
having its registered office at Jakarta, Indonesia - which represents 50% of the paid - up equity share capital of the joint
venture company. Balance 50% of the paid up share capital of PTBLI is subscribed by PT. Imani Wicaksana of Indonesia. PTBLI is
engaged in the manufacture and marketing of greases and other lubricants in Indonesia. The operations at the plant has now
stabilized and the JV is actively trying to get a foothold in the challenging Indonesian lube market. During the year under
review, the joint venture incurred losses due to lower volume of Sales achieved than anticipated. The financial performance of
the company in the last quarter of the year was encouraging and the JV is expected to show improvement in performance from
2016-17 onwards.

Visakhapatnam Port Logistics Park Limited [VPLPL]

As a part of its Strategic Plan, your Company has consistently been looking for opportunities for setting up logistics
infrastructure facilities at ports and inland locations. In pursuance of this objective, your Company has vigorously worked with
Visakhapatnam Port Trust (VPT) for the last several years for setting up a Multi- Modal Logistics Hub (MMLH) at Visakhapatnam in
joint venture. The efforts have ultimately yielded results with the signing of Shareholders''/JV Agreement between your Company &
VPT in March 2014. The proposed JV Company has been incorporated and christened as Visakhapatnam Port Logistics Park Limited
(VPLPL). The JV will have equity participation between your Company & VPT in the ratio of 60:40. While your Company''s
contribution to equity would be in the form of cash, VPT''s would be upfront lease rental of 53.025 acres of land allotted to
VPLPL for a period of 30 years. VPT handed over the earmarked land to VPLPL in January 2015. The project would be managed by your
Company. Although the civil work for construction of Boundary wall started in the month of July 2015, the major work towards land
development could not be started due to delay in shifting of Transmission towers from our premises by APTRANSCO. The work on land
development is now expected to start by the end of 2016 and based on this schedule, the project is expected to be completed by
end- 2017.

Report on Joint Ventures

AVI-OIL India Private Ltd. [AVI-OIL]

For the Financial year 2015-2016, AVI-OIL has shown a significant growth as compared to the previous year with growth in sales
volumes of lubricants blended by 44% from 876 KL to 1258 KL.

With the improved physical performance, the Company achieved a gross turnover of Rs.65.53 Crore with net sales amounting to
Rs.58.56 Crore, which was higher by 53% as compared to the previous year.

Moreover, the Company achieved the highest ever Profit Before Tax (PBT) of Rs.12.18 Crore, which was higher by 6.5 times as
compared to Rs.1.88 crore PBT earned for the previous year. The increase in profit is mainly attributable to the higher volumes
sold and better product coupled with reduction in raw material and other costs.

AVI-OIL participated in Acrex 2016 at Mumbai from 25th to 27th February 2016. Our stall was visited by many visitors from HVAC &
R, Air Conditioning, Ventilation, and Refrigeration and Building services industry.

Our Company manufactures synthetic refrigeration oils which are environment friendly and supports HFCS based refrigeration
systems.

Balmer Lawrie Van-Leer Ltd. [BLVL]

In the backdrop of challenging scenario in the global economy and cautious market and business sentiments, BLVL has achieved a
gross turnover of Rs.297 Crore which reflects a marginal decrease of 2.6% as a result of substantial fall in polymers and steel
prices thereby affecting the sale price of our products over the last Financial year which stood at Rs.305 Crore. However, the
profit before tax clocked at Rs. 14.73 Crore as against Rs.7.91 Crore achieved in 2014-15, indicating a clear jump of 86%. The
steel closures production have plummeted by 13.5% compared to last year as a result of weak economic demand in US, Europe and Far
East Countries. Overall the BLVL''s performance was very satisfactory in the wake of stiff competition faced in the market for
its products.

BLVL''s products continued to be in demand. Capacity constraints at the plastic container plants at Navi Mumbai and Dehradun
restricted possible growth of market share. Efforts for debottlenecking production facilities and further improve sales
performance are on in the current year.

Transafe Services Ltd. [TSL]

During the Financial year 2015-16, TSL achieved a turnover of Rs. 65.22 Crore, i.e. a growth of 13.4% over its total turnover
last year. In terms of Profit After Tax, TSL closed the year 2015-16 at Rs (4.90) Crore as against last year''s Rs (6.79) Crore.

In SBU Manufacturing, with total income at Rs. 18.73 Crore, (including Repair / miscellaneous income) growth has been high at 58%
Year-on-Year. Major chunk of the business is from private sector customers and there was no manufacturing business order from
PSUs like ONGC and CONCOR.

In SBU Logistics, the revenue at Rs. 23.73 crore has gone up by 20% Year-on-Year. The maximum revenue is in the area of Indo
Trailers for 37% and ISO tank sector accounting for 20% of the total revenue. The Company has brought in new clients in the
private sector. The Company has been able to utilize its assets more in 2015-16 compared to last year.

Leasing business, with a topline of Rs. 22.76 Crore, however, experienced a tough time with a decline in business by 13% caused
by reduction in lease rental rates and off leasing of containers by some of the customers. A decline in international business
with its effect on domestic business has dented the revenue.

As reported earlier in the Annual Report 2014-15, TSL has duly been referred to Board for Industrial and Financial
Reconstruction.

Balmer Lawrie (UAE) LLC [BLUAE]

Balmer Lawrie (UAE) LLC achieved increased production and sales volumes in most of the major product segments.

Increased focus on customer service, initiatives taken to garner greater market share and product innovation enabled the Company
to strengthen customer relationships. The company achieved significant improvement in retention of skilled employees and employee
morale, with positive impact on productivity and efficiencies. Simultaneously, cost reduction was achieved on many fronts. These
endeavors enabled the company to stay ahead of competition, which none the less remains intense.

BLUAE has now firmed up plans and embarked on plant modernization and capacity enhancement initiatives across its different
product lines. Work is in progress for developing infrastructure and creating capacities to meet the targeted business growth in
the medium to long term.

Overall performance during the year was however lower than the results achieved due to stiff competition in the market leading to
tremendous pressure on the margins for the products sold by the company. However, in the light of the business environment
prevailing in the region where the company operates the performance during the year 2015 is considered satisfactory.

Balmer Lawrie Hind Terminals Pvt. Ltd. [BLHTPL]

Balmer Lawrie Hind Terminals Pvt. Ltd. [BLHTPL], a joint venture company has gone for a voluntary winding-up by its members. Last
final accounts of BLHTPL was drawn for a period of 9 months from 1st April, 2015 to 31st December, 2015 which has been audited by
their Statutory Auditors. Based on the audited accounts, the Directors of BLHTPL have given declaration of Solvency and
recommended for winding-up.

Further, on 11th February, 2016, the members of BLHTPL apart from approving the proposal of winding- up had appointed Liquidator
of the Company. The Liquidator realised the assets and paid the liabilities and distributed the surplus amongst the Shareholders.
The Liquidator then placed the final liquidation accounts at the final meeting of Shareholders held on 12th May, 2016 at Chennai.

The Liquidator then filed a return of the aforesaid final shareholders meeting together with final liquidation accounts to ROC
and the Official Liquidator. The Official Liquidator is in the process of formulating its report for due submission before the
Hon''ble Madras High Court.

Memorandum of Understanding (MoU)

Every year your Company enters into MoU with the Government of India, Ministry of Petroleum & Natural Gas [MoP&NG] based on
guidelines issued by the Department of Public Enterprises [DPE]. The MoU sets out various targets on operational, financial and
efficiency parameters, customer''s satisfaction etc. Your Company''s performance vis-a-vis the targets set in the MoU is evaluated
at the year-end by DPE. The Company''s performance score in respect of the MoU for the year 2014-15 has been adjudged by the DPE
in "Very Good" category. Based on the internal assessment and considering audited results for the year 2015-16, your Company
expects to have a "Very Good" rating for the Financial year 2015-16.

Human Resource Management

The strategy of the Company is centred on managing talent, developing leadership & managerial competencies, managing employee
performance and enhancing employee engagement. Towards achieving these objectives, the Company put in place the following
initiatives during the 2015-16:-

[a] Talent Acquisition

During the year, we have laterally inducted 65 Executives & Officers to bridge the talent gap.

[b] Training & Development

Your Company believes in continuously honing the skills and competencies of the people with an objective of creating a leadership
pipeline. With this objective in mind, the Company planned and executed exhaustive training programmes for its employees: both in
General Management as well as specialist skill development with focus on the requirement of the businesses. In all, 1278 (One
Thousand Two Hundred Seventy Eight) Man-days of training, both in-house & external programmes were imparted to all categories of
employees during the year.

[c] Managing Performance

With a view to improve upon performance orientation and bring about objectivity in assessment, the Company has institutionalized
a KPT based and Competency linked performance appraisal system for its executives.

To further enhance timely completion of PMS, the process has already been e-enabled for executives upto the grade E-7.

[d] Employee Engagement and Welfare

An effective work culture has been established in the organization which encourages participation and involvement of employees in
activities beyond work. Towards furthering this, during the year, the 150th Foundation Day was celebrated in all the units and
establishments of the company across the country. The employees and their family members joined the celebrations in large
numbers and made the event a memorable occasion. Also, various programs like Annual Sports Day, Cultural Evening and competition
for family members of employees etc. were organized by the Recreation Club at the different major locations of the Company.

Direct connect to Leadership is a key to employee engagement, continuing the initiative started in Financial year 12-13, this
year again our Functional Directors interacted with the Executives & Officers during the Town Hall Meetings and responded to
their queries and concerns. Town Hall Meetings have been institutionalized and are our effective medium of direct dialogue with
employees.

Employment of Special Categories

During the year 2015-16, 9 (Nine) employees in the SC category, 16 (Sixteen) employees in the OBC category, 2 (Two) women
employees and 1 (One) employee in the Minorities category were recruited. The actual number of employees belonging to special
categories, Group-wise, as on 31st March, 2016 is given below:-

Group Regular SC ST OBC [*] PH Women Mino-
Manpower rities
as on
31.03.2016

A 482 45 5 39 1 46 27

B 232 29 - 39 3 30 16

C 95 5 - 12 1 11 3

D 439 59 5 18 7 5 75
[including
D1]

Total 1248 138 10 108 12 92 121

[*] On and from 08th September, 1993 onwards

Implementation of the Persons with Disabilities [Equal Opportunities, Protection of Right and Full Participation] Act, 1995

In compliance with the above Act, the Company has identified positions for recruitment of persons with disabilities. A special
drive to this effect was initiated in the month of December, 2015 and out of 6 (Six) candidates selected, 5 (Five) candidates
have already joined.

Employee Relations

Your Company has pursued an open and transparent policy of consultation with the collectives. Employee Relations continued to be
cordial at all units / locations of the Company and there was no instance of any industrial unrest at any of the locations. The
Company continued its efforts to maintain industrial harmony in all its units and there was no loss of mandays due to any
industrial action at any of the units / establishments of the Company.

During the year, the Company closed down its SBU: IP, Sewree Unit for commercial considerations giving Voluntary Retirement to
102 workmen and executives. This was done in the most cordial atmosphere and was a swift closure.

Implementation of Official Language

To ensure implementation of Rajbhasha policy of the Government of India, your Company has taken several steps to promote usage of
Hindi in official work. Various activities like workshops, meetings, etc. were organized during the year and the Rajbhasha
Pakhwada was celebrated at all locations of the Company with enthusiasm.

Women Empowerment

The Company provides a very conducive ambience for employment of women. The percentage of women employees is on the rise with
new recruitments. The present strength of women employees is 7.37% despite the fact that a large chunk of our workforce
constitutes of shop floor workers. The Company has created an atmosphere conducive for women employees to join and build a career
in this organization.

We would like to assure you that your Company maintains the highest standard as regards addressing gender equity in the
organization and they are offered equal opportunities of learning and growth. We also comply with guidelines/ statutes as
applicable in these matters.

Internal Complaints Committee

Your Company has constituted Internal Complaints Committee in all four regions of the Country under the Sexual Harassment of
Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. One case of alleged sexual harassment was reported during
the year 2015-16 and the same has been disposed off.

Corporate Social Responsibility (CSR)

Detailed information on Corporate Social Responsibility Policy developed and implemented by the Company on CSR initiatives taken
during the year pursuant to section 135 of the Companies Act, 2013 is given in the Annual Report on CSR activities.

Annual Report on Corporate Social Responsibility (CSR)

1. Brief outline of the Company''s CSR policy

Your Company has a well laid out CSR Policy in compliance with Section 135 of the Companies Act, 2013 read with allied rules and
Schedule VII of the Companies Act, 2013. The detailed policy is discussed hereunder:

CSR Policy

Vision

"We are committed to serve the community by empowering it to achieve its aspirations and improving its overall quality of life."

Mission

To undertake CSR activities in chosen areas through partnerships, particularly for the communities around us and weaker sections
of the society by supporting need based initiatives.

Objectives

- Improve the health and nutrition status of communities, particularly vulnerable groups such as women, children and elderly by
improving health infrastructure and facilitating service provision.

- Focus on quality of education and encourage children from marginalized sections and girls to complete school education and opt
for higher education.

- To focus on livelihoods and skill development in order to provide opportunities to women and youth and make them self-reliant.

- Initiate holistic development programs for differently abled children and orphans with a view to provide them opportunities to
lead a meaningful life.

- To support the national efforts in rehabilitation and relief post unfortunate natural disasters.

Guiding Principles

Balmer Lawrie is committed to continuously improve efforts towards social responsibility, focus on marginalized sections and
encourage employees to contribute in CSR activities. Towards this commitment, the company shall be guided by the following
guiding principles.

1. Affirmative action to provide opportunities to marginalized communities

2. Efforts towards gender inclusiveness

3. Encourage community participation and ownership in order to ensure sustainability of CSR activities.

4. Encourage voluntary participation of employees.

5. Enhancing visibility of our CSR so that others can benefit from our learnings.

6. CSR activities would be based on partnerships.

7. Wherever possible, we will align our activities with the business objectives.

8. Capacity building for the weaker sections of the society.

In Balmer Lawrie, Corporate Social Responsibility is practiced in various forms such as corporate conscience, responsible
business, sustainable practices and corporate social performance. The aim is to meaningfully engage with stakeholders for
socio-economic welfare and to provide development assistance preferably to those communities and their habitat which are directly
or indirectly affected by our business activities. In pursuance of this belief, the Company is committed to conducting its
business in a socially responsible manner and be responsive to the needs of the society at large. Accordingly, the Company has
been pursuing various CSR initiatives since the last decade or so.

Balmer Lawrie''s CSR initiatives are driven by two Flagship Programs - Balmer Lawrie Initiative for Self-Sustenance [BLISS] and
Samaj Mein Balmer Lawrie [SAMBAL]. While the first Program is directed at providing & improving the long term economic sustenance
of the underprivileged, the second Program aims at improving the living standards and quality of life of population in and around
the Company''s work-centers.

In advent of the various flagship programmes launched by the government, we as an organisation take pride in furthering the
initiatives which comes under the purview of CSR by engaging specialized agencies, whilst taking into account, DPE guidelines on
CSR, the Companies Act, 2013 on CSR and Schedule VII of the Companies Act, 2013. The Company has constantly endeavored to
integrate the interest of the business with that of the communities with which it operates and ensures that CSR is embedded
across various business units and their operations.

In pursuance of these Programs, the Company has undertaken several community development projects for the year focusing on Swachh
Bharat Abhiyaan, Sanitation, Education, health, Adoption of Tribal schools, Funding of Skill Development Institute, Adoption of
village and installation of Solar plant by partnering with various NGOs/Specialized agencies with a focus on thematic areas as
stated in our CSR policy and target groups like children, women, youth, elderly and differently abled people and in line with
Schedule VII of the Companies Act, 2013.

2. The Composition of the CSR Committee.

As on 31st March, 2016 the CSR committee consisted of the following members:

- Ms. Manjusha Bhatnagar, Director (HR & CA)- Chairperson

- Shri Shyam Sundar Khuntia, Director (Finance)- Member

- Shri Alok Chandra, Government Nominee Director- Member

3. Average net profit of the company for last three Financial years

Rs.19700 Lakhs

4. Prescribed CSR Expenditure (two per cent. of the amount as in item 3 above)

Rs.394 Lakhs

5. Details of CSR spent during the financial year.

(a) Total amount to be spent for the financial year: Rs.394 Lakhs

(b) Amount unspent, if any: NIL

(c) Manner in which the amount spent during the financial year 2015-16 is detailed below.

CSR Expenditure 2015-2016

1 2 3 4 5

Sl. CSR Project Sector in Projects Amount
No. or activity which the or outlay
identified Project is programs (budget)
covered project

1) Local area or
or other programs
wise

2) Specify (Rs/
the State and Lakhs)
district where
projects or
programs
was under-
taken

1 Construction Swachh Assam 70.00
of 48 School Bharat
Toilets Abhiyan

2 Construc- Swachh Chhattisgarh 124.50
tion of 100 Bharat
School Abhiyan
Toilets

2 6 7 8

CSR Project or
activity identified Amount spent Cumulative Amount
on the projects expenditure spent:
or programs upto the Direct
reporting or
Sub-heads: period through
(Rs/Lakhs) imple-
(1) Direct menting
expenditure agency
on projects or
programs

(2) Overheads
(Rs/Lakhs)

Construction of 48
School Toilets 68.00 68.00 Sarva
Shiksha
Abhiyan ,
Assam

Construction of 100
School Toilets 124.50 124.50 Sarva
Shiksha
Abhiyan ,
Chhatis- garh

CSR Expenditure 2015-2016

1 2 3 4 5

Sl. CSR Project Sector in Projects Amount
No. or activity which the or outlay
identified Project is programs (budget)
covered project

1) Local area or
or other programs
wise
2) Specify (Rs/
the State and Lakhs)
district where
projects or
programs
was under-
taken

3 Construction Swachh West Bengal 42.75
of 57 School Bharat
Toilets Abhiyan

4 Construc- Swachh Local area, 27.00
tion of Water Bharat Maharashtra
Tank at Abhiyan
Padghe Vil-
lage, Taloja

5 Installation Swachh Local area, 17.00
of Compost- Bharat Kolkata
ing Unit Abhiyan

6 Distribution Swachh Local area, 2.89
of Waste Bin Bharat & South 24
to schools Abhiyan Pargana(WB)

7 Maintenance Swachh WB, 27.00
of Toilets Bharat AP,Haryana
Abhiyan

8 Sponsoring Education Local area, 17.00
02 Classes Kolkata
of Children
suffering
from Cer-
ebral palsy

9 Sponsoring Education Local area, 21.00
03 fam- Kolkata
ily homes at &
SOS Village Vishakapat-
nam

10 Sponsoring Education Local area, 2.00
of Hope Cup Kolkata
for Raising
Funds

6 7 8

CSR Project or
activity identified Amount spent Cumulative Amount
on the projects expenditure spent:
or programs upto the Direct
reporting or
Sub-heads: period through
(Rs/Lakhs) imple-

(1) Direct menting
expenditure agency
on projects or
programs

(2) Overheads
(Rs/Lakhs)

Construction of 57
School Toilets 40.21 40.21 Pragati
Sangha of
Dara

Construction of
Water Tank at
Padghe Village,
Taloja 40.10 40.10 Rotary
Club of
Panvel

Installation of
Compsting Unit 15.86 15.86 Balmer
Lawrie/
Victoria
Memorial

Distribution of
Waste Bin to
schools 2.89 2.89 Balmer
Lawrie/
Pragati
Sangha of
Dara

Maintenance of
Toilets 12.00 12.00 Pragati
Sangha of
Dara/Con-
tractor

Sponsoring 02
Classes of Children
suffering from
Cerebral palsy 17.00 17.00 Indian
Institute
of
Cerebral
Palsy

Sponsoring 03
family homes at
SOS Village 21.00 21.00 SoS
Children
Villages
of India

Sponsoring of Hope
Cup for Raising
Funds 2.00 2.00 Indian
Institute
of
Cerebral
Palsy

CSR Expenditure 2015-2016

1 2 3 4 5

Sl. CSR Project Sector in Projects Amount
No. or activity which the or outlay
identified Project is programs (budget)
covered project
1) Local area or
or other programs
wise

2) Specify (Rs/
the State and Lakhs)
district where
projects or
programs
was under-
taken

11 Health Health Silvassa 3.64
Check Up
Camp

12 Skill De- Skill Devel- Bhubaneswar, 0.00
velopment opment Odisha
Institute

13 Supply of Disaster Local area, 1.00
Bedsheet to manage- Chennai
communi- ment
ties around
the Manali
Complex

14 Miscellene- ous
(Badges,
Maps,
Photography,
SBA Aware- ness)

6 7 8

CSR Project or
activity
identified Amount spent Cumulative Amount
on the projects expenditure spent:
or programs upto the Direct
reporting or
Sub-heads: period through
(Rs/Lakhs) imple-
(1) Direct menting
expenditure agency
on projects or
programs

(2) Overheads
(Rs/Lakhs)

Health Check
Up Camp 3.64 3.64 Kasba
Shed &
Lions
club
silvassa

Skill Deveplopent
Institute 45.00 45.00 Balmer
Lawrie

Supply of
Bedsheet to
communities
around the Manali
Complex 1.00 1.00 Balmer
Lawrie/
Local
Represen
tative

Miscelleneous
(Badges Maps,
Photography, SBA
Awareness) 2.31 2.31

Total 395.51

6. In case the company has failed to spend the two per cent of the average net profit of the last three financial years or any
part thereof, the company shall provide the reasons for not spending the amount in its Board Report: NA

7. Responsibility statement of the CSR Committee

"We the members of the CSR Committee hereby certify that the implementation and monitoring of CSR policy, is in compliance with
CSR objectives and policy of the Company as well as the Companies Act, 2013, DPE Guidelines and other applicable provisions."

Manjusha Bhatnagar Shyam Sundar Khuntia Alok Chandra

Director (HR & CA) Director (Finance) Government Nominee Director

---

Mar 31, 2015

Dear Members,

The Directors have pleasure in presenting the 98th Report on the operations and results of your Company for the financial year ended 31st March, 2015, together with the audited Balance Sheet and Profit & Loss Account of the Company.

Overall Financial Results (Rs. in Lakh)

STANDALONE FINANCIAL RESULTS Year ended 31 March

2015 2014

Surplus for the year before deduction of Finance Charge, Depreciation and tax 24185 24520

Deduct there from:

i. Finance Charge and depreciation 3141 2558

ii. Provision for Taxation 6300 6295

Profit After Tax (PAT) 14744 15667

Add Transfer from: Profit & Loss Account 40334 33669

Total amount available for Appropriation: 55078 49336

Appropriations:

Interim Dividends - -

Proposed Dividend @ Rs. 18 per equity share 5130 5130 (previous year Rs. 18 per equity share)

Corporate Tax on Dividend 1073 872

Transfer to General Reserve 3000 3000

Adjustment for Depreciation 199 -

Minority interest / Foreign Exchange Conversion Reserve etc. - -

Surplus carried forward to next year 45675 40334

Total of Appropriations 55078 49336

(Rs. in Lakh)

CONSOLIDATED FINANCIAL RESULTS* Year ended 31 March

2015 2014

Surplus for the year before deduction of Finance Charge, Depreciation and tax 28704 28142

Deduct there from:

i. Finance Charge and depreciation 6890 5932

ii. Provision for Taxation 6601 6641

Profit After Tax (PAT) 15213 15569

Add Transfer from: Profit & Loss Account 46490 35361

Total amount available for Appropriation: 61703 50930

Appropriations:

Interim Dividends 208 -

Proposed Dividend @ Rs. 18 per equity share 6386 4291 (previous year Rs. 18 per equity share)

Corporate Tax on Dividend 1194 902

Transfer to General Reserve 3984 3560

Adjustment for Depreciation 247 -

Minority interest / Foreign Exchange Conversion Reserve etc. 5054 (4313)

Surplus carried forward to next year 44630 46490

Total of Appropriations 61703 50930

* The Directors' Report is based on standalone results and this information is given as an added information to the shareholders.

Overview of the state of the Company's Affairs

* At the close of another year of sustained performance, the Company recorded its highest ever Turnover (inclusive of Excise Duty) of Rs. 294404 Lakh in 2014-15 - despite the slowdown in the economy - as against Rs. 284289 Lakh (inclusive of Excise Duty) achieved in 2013-14, representing a growth of around 3.56% over the previous year.

* Profit Before Tax during 2014-15 aggregated Rs. 21044 Lakh, which was a marginal diminution from Rs. 21962 Lakh in 2013-14, the decline being attributable primarily to tough economic environment prevalent both in the manufacturing and service sectors.

* Consequently, Profit After Tax also decreased from Rs. 15667 Lakh in the previous year to Rs. 14744 Lakh in 2014-15.

* Segment-wise performance analysis indicates that the Service sectors, led by SBU: Logistics were the main Profit drivers.

* Rs. 3000 Lakh has been transferred to General Reserves during the year ended 31st March, 2015.

* No material changes and commitments have occurred after the close of the financial year till the date of this Report, which could affect the financial position of the Company other than those enumerated in the Para "Material changes and commitments affecting the financial position of the Company occurred between the end of the financial year and the date of the report" mentioned herein below.

Share capital

The paid up Equity share capital of the Company as at 31st March, 2015 stood at Rs. 28,50,06,410. During the year under review, the Company has not issued shares with differential voting rights nor has granted any stock options or sweat equity shares.

Dividend

A dividend of Rs. 18 (Rupees eighteen) per Equity Share on the paid-up capital as on 31st March, 2015 [as against Rs. 18 (Rupees eighteen) per Equity Share in the previous year] has been recommended by the Board of Directors, for declaration by the Members at the ensuing 98th Annual General Meeting to be held on 22nd September, 2015. The trend of past dividend payment is depicted below:

Material changes and commitments affecting the financial position of the Company occurred between the end of the financial year and the date of the report

1. The execution of Voluntary Separation Package for employees working at the manufacturing unit of SBU: Industrial Packaging at Sewree,Mumbai was completed on 9th July, 2015.

2. SBU: Logistics Infrastructure and SBU: Logistics Services has been integrated into SBU: Logistics with effect from 1st August, 2015.

Management Discussion and Analysis Report

An analytical Report on the businesses of the Company as required under the Listing Agreement with Stock Exchanges - covering both the activities, manufacturing and services - is furnished along with this report under the heading "Management Discussion and Analysis" and attached as "Annexure A".

Consolidated Financial Statements

The financial statements and results of your Company have been duly consolidated with its subsidiaries, associates and joint ventures pursuant to applicable provisions of the Companies Act 2013, the Listing Agreement with the Stock Exchanges and Accounting Standards.

Further, in line with Section 129(3) of the Companies Act, 2013 read with the Rules thereon, the Listing Agreement with the Stock Exchanges and in accordance with the Accounting Standard 21, Consolidated Financial Statements prepared by your Company includes a Statement in Form 'AOC-I' containing the salient feature of the financial statement of your Company's subsidiaries, associates and joint venture companies which forms part of the Annual Report.

Accounts of Subsidiary Companies

In line with the provisions of Section 136 of Companies Act 2013, your Company has placed separate audited accounts in respect of each of its subsidiaries on its website - www.balmerlawrie.com. Members, if so wish, shall be provided separate audited financial statement of the subsidiary Companies.

Report on Subsidiaries

During the year under review, no company has ceased to be a subsidiary, joint venture or associate company.

The Policy for determining material subsidiaries as approved may be accessed on the Company's website at the link :

http://www.balmerlawrie.com/app/webroot/uploads/

Policy_on_Determining_Material_Subsidiary-BL.pdf.

A brief write up on the performance and financial position of subsidiary, joint venture and associate companies of your Company is presented hereunder:

Balmer Lawrie (UK) Ltd. [BLUK]

Balmer Lawrie (UK) Ltd. ('BLUK') is a 100% subsidiary of your Company incorporated in the UK. The subsidiary had previously been engaged in the business of Leasing & Hiring of Marine Freight Containers and also in Tea Warehousing, Blending & Packaging.

After exiting these businesses, BLUK has been utilizing the proceeds to fund other business opportunities. BLUK has till date invested approximately US $ 1.86 million equivalent to Indonesian Rupiah 18.20 billion in PT. Balmer Lawrie Indonesia (PTBLI) - having its registered office at Jakarta, Indonesia - which represents 50 % of the paid - up equity share capital of the joint venture company. Balance 50% of the paid up share capital of PTBLI is subscribed by PT. Imani Wicaksana of Indonesia. PTBLI is engaged in the manufacture and marketing of greases and other lubricants in Indonesia. The plant is in the process of Stabilization. During the year under review, the joint venture incurred losses due to lower volume of Sales achieved than anticipated. A new Chief Executive has been deputed to the joint venture to bring about improvement in performance.

Visakhapatnam Port Logistics Park Limited [VPLPL]

As a part of its Strategic Plan, your Company has consistently been looking for opportunities for setting up logistics infrastructure facilities at ports and inland locations. In pursuance of this objective, your Company has vigorously worked with Visakhapatnam Port Trust (VPT) for the last several years for setting up a Multi-Modal Logistics Hub (MMLH) at Visakhapatnam in joint venture. The efforts have ultimately yielded results with the signing of Shareholders'/JV Agreement between your Company & VPT. The proposed JV Company has been incorporated and christened as Visakhapatnam Port Logistics Park Limited (VPLPL). The JV will have equity participation between your Company & VPT in the ratio of 60:40. While your Company's contribution to equity would be in the form of cash, VPT's would be upfront lease rental of 53.025 acres of land allotted to VPLPL for a period 30 years. VPT handed over the earmarked land to VPLPL in January 2015. The project would be managed by your Company. A Project Management Consultant has been appointed to implement the project. The civil work has started in the month of July 2015. The project is expected to be completed by July 2016.

Report on Joint Ventures

AVI-OIL India Private Ltd. [AVI-OIL]

For the year 2014-15, AVI-OIL has shown a negative growth as compared to the previous year with only 876 KL of lubricants blended, 18 MT of greases reprocessed and packed and 196 MT of the ester base stocks manufactured.

With the decreased physical performance, the company achieved a gross turnover of Rs. 43 Crore with net sales amounting to Rs. 38.50 Crore which was lower by 3% as compared to the previous year.

However, the Profit Before Tax (PBT) of Rs. 1.88 Crore was higher by 11.5 times as compared to Rs. 0.16. Crore for the previous year. The increase in profit is mainly attributable to the product mix sold compiled with reduction in raw material and other costs.

The Profit before Depreciation, Interest and Tax (PBDIT) increased by 58% to Rs. 5.50 Crore as compared to Rs. 3.47 Crore for the last year.

Balmer Lawrie Van-Leer Ltd. [BLVL]

Company's Performance:

In the backdrop of weak global economy and weak market and business sentiments, BLVL has achieved a gross turnover of Rs. 306 Crore and increase of 5% over the last financial year which stood at Rs. 294 Crore. The net profit before tax clocked at Rs. 7.91 Crore as against Rs. 6.77 Crore, indicating a clear jump of 11.68%. The impact of sudden variation in Polymer prices in the last quarter of the financial year has impacted the profitability of BLVL. Moreover, weak market demands from Europe and US has largely depleted the production of steel drum closures. Overall BLVL's performance remained stable.

BLVL's products continued to be in demand. Capacity constraints at the plastic container plants at Navi Mumbai and Dehradun restricted possible growth of market share. Efforts are being made to debottleneck production facilities and further improve sales performance in the current year.

Transafe Services Ltd. [TSL]

During the financial year 2014-15, TSL achieved a turnover of Rs. 57.50 Crore which is around 16% lower as compared to the previous year. TSL closed the financial year 2014-15 recording a loss of Rs. 6.79 Crore which is 9% higher than previous year's loss of Rs. 6.24 Crore.

In respect of leasing business of TSL, there has been:

a) off leasing of containers from various customers and

b) rate reduction - due to CONCOR rate negotiation for 6 years & more old containers & increased haulage charges for Private Rail Operators which has resulted in marginal decrease in turnover.

Logistics business of the Company witnessed a reduced level of operation in 2014-15 compared to last year mainly due to certain major logistics contracts expected to be awarded to the Company not maturing in 2014-15. The margin in the logistics business deteriorated.

There has also been a decrease in TSL's container manufacturing business viz., the Creative Containers Division, with a turnover of Rs. 11.60 Crore for the FY 2014-15 as compared to Rs. 17.19 Crore in the previous year. The decrease in the manufacturing business is due to delay in finalization of orders by major customers during 2014-15.

As reported earlier in the Annual Report 2013-14, TSL has duly been referred to Board for Industrial and Financial Reconstruction. The rehabilitation report of TSL is under consideration with the respective Bankers.

Balmer Lawrie (UAE) LLC [BLUAE]

Balmer Lawrie (UAE) LLC (the Company) achieved increased production and sales volumes in most of the major product segments.

Increased focus on customer service and product innovation enabled the Company to strengthen customer relationships. The company achieved significant improvement in retention of skilled employees and employee morale, with positive impact on productivity and efficiencies. Simultaneously, cost reduction was achieved on many fronts. These endeavours enabled the company to stay ahead of competition, which none the less remains intense.

BLUAE drew up plans and embarked on plant modernization and capacity enhancement initiatives across its different product lines. Plans are being finalized for developing infrastructure and creating capacities to meet the targeted business growth over the next decade.

Overall performance during the year was significantly better than in the previous year and is considered satisfactory.

Balmer Lawrie Hind Terminals Pvt. Ltd. [BLHTPL]

BLHTPL, during the financial year 2014-15, continued with the Virtual CFS business arrangement with the Company and earned a total revenue of Rs. 5.88 Crore during the period under review as against total revenue of Rs. 2.52 Crore, earned for the previous financial year ended 31 March 2014. The Profit after Tax of BLHTPL for the financial year ended 31st March 2015 was Rs. 3.95 Crore as against previous financial year [2013-14] figure of Rs. 1.68 Crore. BLHTPL, in total has declared and paid a Dividend of 8300%, which was Rs. 830 per Equity share of Rs. 10/- each fully paid-up.

This Joint Venture was started with the idea that over a reasonable period, the JV Company will own and operate its own CFS rather than operating as a Virtual CFS. For various reasons, this has not been possible and accordingly the JV partners have mutually decided to dissolve the JV Company during the financial year 2015-16.

Memorandum of Understanding (MoU)

Every year your Company enters into a MoU with the Government of India, Ministry of Petroleum & Natural Gas [MoP&NG] based on the guidelines issued by the Department of Public Enterprises [DPE]. The MoU sets out various targets on operational, financial and efficiency parameters, customer satisfaction, human resource development, sustainability, Corporate Governance etc. Your Company's performance vis-a-vis the targets set in the MoU is evaluated at the year-end by the Department of Public Enterprises [DPE]. It is a matter of satisfaction to report that the performance score in respect of the MoU for the year 2013- 14 has been adjudged by DPE to be in the highest rating category i.e. "Excellent". Based on the internal assessment and considering audited results for the year 2014-15, your Company expects to have a "Very Good" rating for the financial year 2014- 15.

Human Resource Management

The strategy of your Company is centered around managing talent, developing leadership and managerial competencies, managing employee performance and enhancing employee engagement. Towards achieving these objectives, your Company put in place the following initiatives during the year 2014-15:

Talent Acquisition

Your Company in its efforts to reinforce its talent pool and to create a leadership pipeline through infusion of fresh talent has during the year, recruited 79 Executives, Officers and Trainees during the year 2014-15.

Training & Development

Your Company believes in continuously honing the skills and competencies of the people with an objective of creating a leadership pipeline. With this objective in mind, your Company planned and executed exhaustive training programmes for its employees: both in General Management as well as specialist skill development with focus on the requirement of the businesses. In all, 1029 (One Thousand Twenty- nine) Man-days of training, both in-house and through external programmes were imparted to all categories of employees during the year.

Managing Performance

With a view to improve upon performance orientation and bring about objectivity in assessment, the Company has institutionalized a KPT based and Competency linked performance appraisal system for its executives.

To further enhance timely completion of PMS, the process has already been e-enabled upto the level of Executives in grade E-3 and work on e-enablement for the balance categories are on the verge of completion.

Employment of Special Categories

During the year 2014-15, 4 (Four) employees in the SC category, 17 (Seventeen) employees in the OBC category, 9 (Nine) women employees and 7 (Seven) employees in the Minorities category were recruited. The actual number of employees belonging to special categories, Group-wise, as on 31st March, 2015 is given below:-

Group Regular SC ST OBC [*] PH Women Mino- Manpower rities as on 31.03.2015

A 469 40 5 36 0 49 29

B 227 25 - 38 3 30 15

C 115 7 - 13 3 13 4

D 554 75 7 34 7 5 84

[including D1]

Total 1365 147 12 121 13 97 132

[*] On and from 08th September, 1993 onwards

Employee Engagement and Welfare

An effective work culture has been established in the organization which encourages participation and involvement of employees in activities beyond work. Towards furthering this, during the year, the 149th Foundation Day was celebrated in all units and establishments across the country. The employees and their family members participated in large numbers and made the event a memorable occasion. Also various programs like Annual Sports Day, Cultural Evening and competition for family members' of employees etc. were organized by the Recreation Club at the different major locations of the Company.

Direct connect to Leadership is a key to employee engagement. Continuing the initiative started in financial year 2012-13, this year again your Company went ahead with the Town Hall Meetings where the Directors of the Company communicate directly with all Executives and Officers of the Company and respond to their queries and concerns. Town Hall Meetings have been institutionalized and are your Company's effective medium of dialogue with employees.

Employee Relations

Your Company has pursued an open and transparent policy of consultation with the collectives. Employee Relations continued to be cordial at all units / locations of your Company and there was no instance of any industrial unrest at any of the locations. Your Company continued its efforts to maintain industrial harmony in all its units and there was no loss of mandays due to any industrial action at any of the units / establishments of your Company.

Implementation of the Persons with Disabilities [Equal Opportunities, Protection of Right and Full Participation] Act, 1995

In compliance with the above Act, your Company has identified positions for recruitment of persons with disabilities. Action for recruitment is on hand to fill up the shortfall.

Implementation of Official Language

To ensure implementation of Rajbhasha policy of the Government of India, your Company has taken several steps to promote usage of Hindi in official work. Various activities like workshops, meetings, etc. were organized during the year and the Rajbhasha Pakhwada was celebrated at all locations of your Company with enthusiasm. Your Company launched its Hindi website in June 2015.

Women Empowerment

Your Company provides a very conducive ambience for employment of women. The percentage of women employees is on the rise with new recruitments. The present strength of women employees is 7.11% despite the fact that a large chunk of our workforce constitutes of shop floor workers. Your Company has created an atmosphere conducive for women employees to join and build a career in this organization.

We would like to assure you that your Company maintains the highest standard as regards addressing gender equity in the organization and they are offered equal opportunities of learning and growth. We also comply with guidelines / statutes as applicable in these matters.

Internal Complaints Committee

Your Company has formed an Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. It is to be noted that no complaints have been received by this Committee during the financial year 2014-15.

Corporate Social Responsibility (CSR)

Balmer Lawrie has a legacy of contributing towards community development. As a responsible corporate citizen, several CSR activities are undertaken for the benefit of weaker sections of the society. Our CSR initiative 'Balmer Lawrie Initiative for Self Sustenance (BLISS)' is directed towards providing and improving the long term economic sustenance of the underprivileged and the other initiative 'Samaj Mein Balmer Lawrie (SAMBAL)' aims at improving the living standards of populations in and around our work-centers. In pursuance of this, several community development projects are undertaken, partnering with various NGOs with a focus to trigger development at the micro-community level and thereby generate the desired developmental impact.

CSR Policy

Your Company had a long term perspective for CSR & Sustainability plan even before the provision of CSR policy was mandated by the Companies Act 2013. In the Board's Report for the financial year 2013-14 it was reported that the said plan was developed by Ernst & Young in consultation with the management keeping in view the guidelines issued by the Department of Public Enterprises, Government of India.

Your Company has a well laid out CSR policy in compliance with Section 135 of the Companies Act, 2013 including rules made thereunder and Schedule VII to the Companies Act, 2013, which focus on the following thematic areas covering marginalised sections (women & child, aged, disabled, orphan, etc.) of the society:

* Health & Sanitation

* Education

* Livelihood

* Environmental Sustainability

This CSR policy and long term perspective plan shall act as the core framework that would guide your Company's CSR efforts for the next five to seven years.

CSR is integral to the very belief of Balmer Lawrie and finds a place in the Mission itself "Consistently delivering value to all stakeholders with environmental and social responsibility". The various CSR programs run by your Company constantly endeavour to integrate the interest of the business with that of the communities in which it operates as also benefit the marginalized Communities.

The CSR Policy of your Company is enclosed as "Annexure B" to this annual report and the detailed policy is available on our website at: http://www.balmerlawrie.com/app/webroot/uploads/ CSR_&_Sustainbility_Policy-BL.pdf .

The Composition of the CSR Committee as on date.

In line with the provisions of Section 135 of the Companies Act 2013, your Company has set up a Board Level Committee on Corporate Social Responsibility comprising:

a) Ms. Manjusha Bhatnagar, Director (Human Resource & Corporate Affairs) - Chairperson

b) Shri Prabal Basu, Chairman & Managing Director-Member

c) Shri Alok Chandra, Government Nominee Director - Member

The Company will re-align the composition of CSR committee once Independent Directors are appointed on recommendation of Central Government.

CSR is managed by a Senior Management team under the overall guidance and approval of projects by Director (Human Resource & Corporate Affairs) and Chairman & Managing Director. Your company has Regional CSR committees that help in identifying CSR related initiatives in accordance with the activities stipulated in Schedule VII of the Companies Act 2013, DPE guidelines and CSR policy of your Company.

The Annual Report on CSR is annexed as "Annexure C" to this Board's Report.

Responsibility statement of the CSR Committee

The Responsibility statement of the CSR Committee is attached as "Annexure D".

Employee Health & Safety

Your Company is committed to maintaining a Safe, Healthy and Sustainable (HSE) work environment in all its operations. We are providing corporate support to develop, guide, monitor and promote HSE issues in your Company. We also carry out regular audits of our factories / plants and work places and conduct training programmes on Health & Safety regularly.

Environmental Protection and Sustainability

Environment protection is a high priority for your Company and various precautionary measures have been put in place. Treatment / discharge of effluents conforms to the standards laid down by the regulatory authorities in all the Plants and Manufacturing Facilities.

Your Company has initiated action to reduce power consumption and generation of waste in all its Manufacturing Units. The power & fuel consumption at each of its manufacturing plants are monitored and it is ensured that quantity of usage per unit of output is continuously reduced.

During the financial year 2014-15, we have already installed a cost effective Effluent Treatment Plant / Zero Liquid Discharge Plant at our Manali Complex, Chennai.

Extensive tree plantation at all locations of SBU: Logistics has been done to develop green cover. Further Sewage Treatment Plant (STP) has also been established at Mumbai location of the said SBU.

As a good practice, regular Energy Audits of our establishments are carried out by external agencies in order to improve Energy Efficiency and better Energy Management.

Communications & Branding Initiatives

Several initiatives in the area of internal communications were improved and sustained in the year 2014-15 to enhance the process of information sharing in the organisation, including:

* Regular publication of Weekly Media Update, BL Online Monthly Bulletin, BL Organizational Gazette, the quarterly house magazine. These publications are available on the Company's website.

* Town Hall Meetings: An open house providing a platform to employees to interact with the Whole time Directors.

* Revamp of the Company Intranet was initiated with the objective of making it more interactive, user-friendly and content rich.

* A comprehensive Corporate Branding Manual is being developed post revamping of the products and services logos and restructuring of SBUs.

The external communication initiatives, especially from a branding perspective include:

* Revamped logos of products and services.

* Media Coverage: Corporate Reports in business magazines/papers and coverage of CSR initiatives etc.

* Launch of Hindi Website.

* SBU specific Microsites: The microsites for Logistics Infrastructure and Services went live. The development of the others are in progress.

Further, comprehensive branding plans are in the process of implementation in SBUs: Greases & Lubricants and Travel & Vacations.

Implementation of ERP

Your Company is committed to adapt competitive market driven latest tools, and technologies. SAP ERP was already implemented in SBU's: Industrial Packaging, Leather Chemicals, Refinery & Oil Field Services, and integrated with Logistics and Travel & Vacations activities.

In November 2014, Time Management was successfully rolled out in SAP ERP HR system. Now all Employees attendances and time management is tracked inside ERP system.

To have an integrated Vendor Management and to have a holistic view, your Company is in the process of implementing SAP SRM (Supplier Relationship Management) ERP product.

In July 2015, your Company successfully went live with SAP ERP in SBU Greases & Lubricants. This was the final phase of SAP implementation. The transition has been with minimum glitches and the platform has demonstrated appropriate resilience.

Progress on principles under 'Global Compact'

Your Company is a founder member of the Global Compact, and it remains committed to further the principles enumerated under the Global Compact programme. The details of various initiatives taken in this regard can be found in the Communication of Progress (CoP) uploaded on the website of the Company.

The Communication of Progress report for the year 2014-15 is a synopsis of organizational efforts in execution of Sustainable Development and Corporate Social Responsibility (CSR) projects, adoption of green technologies and environment friendly processes. It also highlights Balmer Lawrie's commitment towards the shared principles and process improvements and technological up-gradations undertaken in the manufacturing businesses to reduce carbon footprint and protect the environment around its units/establishments.

Implementation of Right to Information Act, 2005

The Right to Information (RTI) Act, 2005 was enacted by Government of India with effect from October 12, 2005 to promote openness, transparency and accountability in functioning of Government Departments, PSUs etc.

Balmer Lawrie has designated Senior Manager (Legal) as Central Public Information Officer and Company Secretary as Appellate Authority under the RTI Act, 2005. Detailed information as per the requirement of RTI Act, 2005 has been hosted in your Company's Web Portal http://balmerlawrie.com/ pages/viewpages/27 and the same is updated from time to time. Information sought under RTI Act, 2005 is being provided within the prescribed time-frame. During 2014-15, 42 applications were received, 38 of them were accepted and in 2 cases information was denied and 2 were disposed of subsequently as per RTI Act after 31st March 2015.

Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo

As required under Section 134(3)(m) of the Companies Act, 2013, ("the Act") read with Rule 8(3) of the Companies (Accounts) Rules, 2014, the information is annexed hereto as "Annexure E".

Extract of Annual Return

The details forming part of the extract of the Annual Return in form MGT-9 as provided under Section 92 of the Companies Act, 2013, is annexed hereto as "Annexure F".

Number of Meetings of the Board

During the year 2014-15, eight Board Meetings were held. The details of the number of meetings of the Board held during the financial year 2014-15 has been enumerated in the Corporate Governance Report. The intervening gap between any two Board meetings was within the period prescribed under the Companies Act, 2013; Listing Agreement and DPE Guidelines on Corporate Governance. For further details regarding number of meetings of the Board and its Committees, please refer Corporate Governance report annexed to this Report.

Directors' Responsibility Statement

Pursuant to the requirement under Section 134(3)(c) and 134(5) of the Companies Act, 2013, it is hereby acknowledged and confirmed that:

(a) in the preparation of the annual accounts for the financial year ended 31st March, 2015, the applicable accounting standards have been followed along with proper explanation relating to material departures;

(b) 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 your Company at the end of the financial year as on 31st March, 2015 and of the profit and loss of your Company for the said financial year;

(c) 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 your Company and for preventing and detecting fraud and other irregularities;

(d) the Directors have prepared the annual accounts for the financial year ended 31st March, 2015 on a going concern basis;

(e) the Directors have laid down internal financial controls to be followed by your Company and that such internal financial controls are adequate and were operating effectively;

(f) the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

Company's Policy on Directors' Appointment and Remuneration

By virtue of Article 7A of the Articles of Association of the Company, the President of the India is entitled to determine terms and conditions of appointment of the Directors. This inter-alia includes determination of remuneration payable to the Wholetime Directors. No sitting fee is paid to the Wholetime / Non-Wholetime Government Nominee Directors.

Your Company being a Government Company vide notification no. G.S.R. 463(E) dated 5 June 2015 has been exempted from applicability of Section 134(3)(e) and 197 of the Companies Act, 2013. Your Company has a HR Policy for all employees including Directors and Key Managerial Personnel as required under the DPE Guidelines for CPSEs.

Particulars of Loans, Guarantees or Investments

Details of Loans, Guarantees and Investments under Section 186 of the Companies Act 2013 are given in the note no. 10, 11 and 15 of Balance Sheet.

Related Party Transactions

Your Company intimated that majority of the Related Party Transactions were made with its Holding Company, Subsidiary Companies, Associate Companies and Joint Venture Companies. Related Party transactions made with Holding Company, Subsidiary Companies are exempted under Clause 49(VII)(D) and (E) of Listing Agreement being transactions between two Government Companies. Further omnibus approval was taken for Related Party Transactions for value upto Rs. 1 Crore. Further, there were no materially significant Related Party Transactions during the year under review made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons which have a potential conflict with the interest of the Company at large.

Justification on the Related Party Transactions entered into

The details of the Related Part Transactions entered into by your Company during the financial year 2014- 15 has been enumerated in Note no. 26.20 of Balance Sheet. The particular of contracts and arrangements as required under Section 134(3)(h) of the Companies Act 2013 in the prescribed Form AOC-2 is attached hereto as "Annexure G".

All contracts / arrangements / transactions entered by your Company during the financial year with Related Parties were in the ordinary course of business and on an arm's length basis.

All Related Party Transactions are placed before the Audit Committee for approval. Prior omnibus approval of the Audit Committee is obtained for the transactions which are of a foreseen and repetitive nature. The transactions entered into pursuant to the omnibus approval so granted along with a statement giving details of all Related Party Transactions is placed before the Audit Committee.

The "Related Party Transactions Policy" as approved by the Board is uploaded on the Company's website and may be accessed at the link:

http://www.balmerlawrie.com/app/webroot/uploads/

Related_Party_Transactions_Policy-BL.pdf.

The said policy lays down a procedure to ensure that transactions by and between a Related Party and the Company are properly identified and reviewed to ensure that the Related Party Transactions are properly approved and disclosed in accordance with the applicable law. The Policy also sets out materiality thresholds for Related Party Transactions.

Risk Management

Your Company has formulated a Risk Management Policy in the year 2008 with the objective of Adoption of a Risk Assessment / Identification Policy, Implementation of Risk Assessment, Evaluation & Minimization Procedures and for reviewing the procedures for controlling risks through a properly defined framework. The Risk Management Policy has been uploaded on the Company's website: http://www.balmerlawrie.com/app/webroot/uploads/ Risk_Management_Policy_BL.pdf .

Deposits

Your Company has not accepted any deposits from the public under section 73 of Companies Act, 2013 and therefore no disclosure is required in relation to details relating to deposits covered under Chapter V of the Companies Act, 2013.

Details of significant and material orders passed by the Regulators, Courts and Tribunals

No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Company's operations in future.

Internal Financial Controls

Your Company has in place an established internal control system designed to ensure proper recording of financial and operational information and compliance of various internal controls and other regulatory and statutory compliances. Self-certification exercises are carried out at senior management level certifying effectiveness of the internal control system, adherence to the code of conduct and the company's policies in the areas of their responsibilities, including financial or commercial transactions, if any, where they have personal interest or potential conflict of interest.

As required under the Companies Act, 2013, your Company has an Internal Control System commensurate with the size, scale and complexity of the organisation. Your Company confirms having the following in place:

* An Internal Audit System whose reports are reviewed by the Audit Committee;

* Orderly and efficient conduct of Company's Business, including adherence to Company's policies;

* Procedures to safeguard Company's assets;

* Procedures to prevent and detect frauds and errors;

* Accuracy and completeness of the accounting records.

Your Company has in place adequate Internal Financial Control system with reference to financial statements. It requires the Directors to review the adequacy of internal controls and compliance controls, financial and operational risks, risk assessment and management systems and related party transactions, which has been complied with. During the year, such controls were tested and no reportable material weakness in the design or operation were observed.

Vigilance

Your company believes in transparency, equity and fair play, which should be the guiding principles of any ethical business organization. Vigilance is about ensuring the practice of these cardinal principles of a successful organization. It is not a hindrance to successful conduct of business rather it is cornerstone of a successful enterprise.

The Vigilance Department connotes an awareness in your Company - to prevent wrong doings and if detected, punishing the same. Vigilance prevents loss of resources due to unethical conduct of employees. In its proactive mode, Vigilance concentrates on the establishment of Systems, Procedures and Practices aimed at preventing seepage and loss of resources. Vigilance in the punitive mode, keeps surveillance on wrong doers and ensures that they are caught and suitably punished.

Your Company has made substantial investment in implementing information technology solutions. Most businesses have been brought on e-Platform by re-engineering the procedures, which have facilitated us to have a better connect with stakeholders and offer superior services.

Vigil Mechanism / Whistle Blower Policy

Your Company has established a Vigil Mechanism / Whistle Blower Policy for the directors and employees to be able to report management instances of unethical behaviour, actual or suspected fraud or violation of your Company's code of conduct or ethics policy in compliance of the Companies Act 2013 and the Listing Agreement. The details of the Vigil Mechanism / Whistle Blower Policy are given in the Corporate Governance Report 2014-15 and can be downloaded from the following hyperlink of the Company's website: http://www.balmerlawrie.com/app/webroot/uploads/ Whistle_Blower_Policy.pdf.

Report on Corporate Governance

Your Company reaffirms its commitment to the standards of Corporate Governance. This Annual Report contains a Report on compliance of Corporate Governance during 2014-15 marked as "Annexure H" and benchmarks your Company with the provisions of Clause 49 of the Listing Agreement with the Stock Exchanges. The Auditors' Certificate regarding Compliance of the conditions of Corporate Governance has also been published in this Report marked as "Annexure I".

Being a Government Company, your Company also complies with the Guidelines on Corporate Governance for Central Public Sector Enterprises 2010 which have been made mandatory by the Department of Public Enterprises since May 2010.

Details relating to Remuneration of Directors, Key Managerial Personnel and Employees

Your Company being a Government Company vide notification no. G.S.R. 463(E). dated 5 June 2015 has been exempted from applicability of Section 134(3)(e) and 197 of the Companies Act 2013.

Board Evaluation and Criteria for evaluation

Your Company being a Government Company vide notification no. G.S.R. 463(E). dated 5 June 2015, has been exempted from applicability of Section 134(3)(e) and 178 of the Companies Act 2013.

The Annual Performance Appraisal of Top Management Incumbents of Public Enterprises is done through the administrative Ministry as per the DPE Guidelines in this regard. Your Company being a Central Public Sector Enterprise under the administrative jurisdiction of - Ministry of Petroleum & Natural Gas also has to follow the similar procedure.

Directors and Key Managerial Personnel

The Board currently consists of four Whole-time Directors and two Government Nominee Directors. No Independent Director has been nominated by MoP&NG on the Board of the Company since 29 May 2013.

It may be noted that pursuant to Article 7A of the Articles of Association of the Company, so long as the Company remains a Government company, the Directors - including Independent Directors - are to be nominated by the Government of India. Your Company continues to pursue with the Administrative Ministry for expediting appointment of Independent Directors on the Board of your Company to bring the Board composition in line with the Listing Agreement with the Stock Exchanges and the applicable CPSE Guidelines for Corporate Governance for CPSEs.

Declaration by Independent Directors

Your Company does not have any Independent Director on its Board. Hence, the Declaration by Independent Directors prescribed under the Companies Act, 2013 and Clause 49 of the Listing Agreement could not be obtained.

Cessations

* Shri VLVSS Subba Rao, Government Nominee Director ceased to be a Director of the Company with effect from 30th May, 2014 consequent upon withdrawal of his nomination upon his transfer from the Ministry of Petroleum & Natural Gas (MoP&NG).

* Shri P. P. Sahoo, Director [Human Resource & Corporate Affairs] laid down his office upon attaining the age of superannuation on 31st May, 2014.

* Shri Anand Dayal, Director [Manufacturing Businesses] laid down his office upon attaining the age of superannuation on 31st December, 2014.

* Shri Partha Sarathi Das, Government Nominee Director ceased to be a Director of the Company effective at the close of the business hours on 27th May, 2015 consequent upon withdrawal of his nomination by the MoP&NG.

* Shri Virendra Sinha, Chairman & Managing Director and Shri Niraj Gupta, Director (Service Business) both laid down their offices upon attaining the age of superannuation on 31st July, 2015.

The Board places on record its deep appreciation of the commendable performance and significant contribution made by Shri Sahoo, Shri Subba Rao, Shri Anand Dayal, Shri Partha Sarathi Das, Shri Virendra Sinha and Shri Niraj Gupta during their tenure as Directors of your Company.

Appointments :

Shri Alok Chandra, Advisor [Finance] in MoP&NG, was appointed as an Additional Director on 8th August, 2014 in place of Shri VLVSS Subba Rao, pursuant to a direction from the Administrative Ministry and his appointment was ratified by the members at the 97th Annual General Meeting held on 25th September, 2014.

* Ms. Manjusha Bhatnagar has been appointed as an Additional Director in place of Shri P.P. Sahoo w.e.f. 2nd January, 2015.

* Shri D. Sothi Selvam has been appointed as an Additional Director in place of Shri Anand Dayal w.e.f. 2nd January, 2015.

* Shri Prashant Sitaram Lokhande has been appointed as a Government Nominee Director, with effect from 20th July, 2015 through Resolution passed by Circulation, in terms of Section 161(3) of the Companies Act based upon the direction received from the MoP&NG.

* Shri Kalyan Swaminathan has been appointed as Additional Director in place of Shri Niraj Gupta with effect from 1st August, 2015 pursuant to a directions from the Administrative Ministry.

In accordance with the provisions of Section 161 of the Companies Act, 2013 read with Article 9 of the Articles of Association of the Company, Ms. Manjusha Bhatnagar, Shri D. Sothi Selvam and Shri Kalyan Swaminathan would hold office up to the date of the forthcoming Annual General Meeting. Your Company has received due Notice from a member under Section 160 of the Companies Act, 2013 proposing candidatures of Ms. Manjusha Bhatnagar, Shri D. Sothi Selvam and Shri Kalyan Swaminathan for their appointment at the ensuing Annual General Meeting, as Directors, whose period of office shall be subject to determination by retirement of directors by rotation. Accordingly, particulars relating to the said candidatures have been included in the Notice of the Annual General Meeting, for circulation to the members pursuant to Section 160 of the Act read with Rule 13 of the Companies [Appointment & Qualification of Directors] Rules, 2014.

Also, Shri Prabal Basu has been appointed as the Chairman & Managing Director of your Company in place of Shri Virendra Sinha on 30th July, 2015 with effect from 1st August, 2015 upon directions received from the Administrative Ministry.

In accordance with the provisions of Section 152[6] of the Companies Act, 2013 read with Article 12 of the Articles of Association, Shri Prabal Basu and Shri Alok Chandra would retire by rotation at the ensuing Annual General Meeting and they are eligible for reappointment at the said Meeting.

A Brief Profile of the Directors is mentioned in the notice of 98th Annual General Meeting and in the Corporate Governance Report.

It may also be noted that Shri Amit Ghosh ceased to be the Company Secretary upon attaining the age of superannuation on 31st October 2014. His exemplary performance and contribution was taken on record. Ms. Kavita Bhavsar was appointed as the Company Secretary in his place with effect from 9th December, 2014.

In view of the provisions of Section 203 of the Companies Act, 2013 Shri Manoj Lakhanpal Senior Vice President (Finance) and Chief Financial Officer of the Company and Ms. Kavita Bhavsar, Company Secretary are Key Managerial Personnel of the Company.

Audit Committee

Your Company has a qualified and independent Audit Committee, the composition of which and other details are mentioned in the Corporate Governance Report 2014-15. All the recommendations of the Audit Committee have been accepted by the Board of Directors.

Auditors & Auditors' Report

Statutory Auditor:

Your Company being a Government Company, Auditors are appointed or reappointed by the Comptroller and Auditor General of India in terms of Section 143(5) of the Companies Act, 2013. However, the remuneration of the Auditors for the year 2015-16 is to be determined by the members at the ensuing Annual General Meeting as envisaged in the said Act. Members are requested to authorize the Board to decide on their remuneration as per applicable statutory provisions.

In terms of Section 139(5) of the Companies Act 2013, Comptroller & Auditor General of India (C&AG) has appointed M/S Dutta Sarkar & Co. Chartered Accountants, having its office at 7A Kiran Sankar Roy Road, 2nd Floor, Kolkata 700001 as Statutory Auditors of the Company for the FY 2015-16 for both standalone as well as the consolidated financial statements of the Company.

Qualification, reservation, adverse remark or disclaimer made by the Statutory Auditors and corresponding Management Response:

Auditors' Report on Standalone Financial Statements:

Members may note that the Auditors' Report dated 27th May, 2015 for the year ended 31st March, 2015 contains no qualification or reservation on the Accounts of the Company on a Standalone Basis

Auditors' Report on Consolidated Financial Statements:

Members may note that the Auditors' Report on Consolidated Financial Statements dated 27th May, 2015 for the year ended 31st March, 2015 contains a qualification. The Statutory Auditors have made the following observations in their report.

"We did not audit the financial statements of PT Balmer Lawrie Indonesia (PTBLI), a jointly controlled entity of the wholly owned subsidiary Balmer Lawrie (UK) Ltd. for the year ended 31st March, 2015 as prepared by the management of PTBLI, whose financial statements reflect total assets of Rs. 1263.67 Lakh as at 31st March, 2015, total revenues of Rs. 996.35 Lakh and net cash inflows amounting to Rs. 7.43 Lakh for the year ended on that date, as considered in the consolidated financial statements. These financial statements are unaudited and have been furnished to us by the Managementand our opinion on the consolidated financial statements, in so far as it relates to the amounts and disclosures included in respect of the said jointly controlled entity (PTBLI), and our report in terms of sub-sections (3) and (11) of Section 143 of the Act in so far as it relates to the said jointly controlled entity (PTBLI), is based solely on such unaudited financial statements."

Explanatory management response as approved by the Board:

The Accounts of PTBLI were duly cleared by their auditors and signed on 20th May, 2015 at Djakarta, Indonesia. However, there was a considerable delay in receiving copy of the same at the Corporate Office and signed accounts could be handed over to the Auditors only after authentication of the Consolidated Accounts of the Company.

Comments of Comptroller & Auditor General of India

The comments of the Comptroller & Auditor General of India, under Section 143(6)(b) of the Companies Act, 2013 on the Accounts of the Company for the financial year ended 31st March, 2015 is annexed with financial statements.

Secretarial Auditor:

Pursuant to the Provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board had appointed M/s. Vinod Kothari & Co. Practicing Company Secretaries, to conduct Secretarial Audit of the Company for the Financial Year 2014-15. The Secretarial Audit Report in Form MR-3 for the Financial Year ended 31st March, 2015 is annexed herewith and marked as "Annexure J".

Qualification, reservation, adverse remark or disclaimer made by the Secretarial Auditors and corresponding Management Response:

The Secretarial Auditor has qualified their Report as mentioned below :

Matters of Emphasis:

Your Company is a listed company and accordingly, it is required to have at least 1/3rd of total number of directors as Independent Directors, as per section 149(4) of the Companies Act, 2013. Further, in terms of Clause 49 the Listing Agreement (LA), the Board shall comprise of at least half of its total number as Independent Directors, if the Chairman of the Board is an executive director. Since the Chairman of the Board is an executive director in case of your Company, your Company was required to have at least half of its total number of directors as Independent Directors.

As against this, there is no Independent Director on the Board of your Company since May 29, 2013. We have been informed that your Company has intimated the need for appointment of Independent Directors to the Ministry of Petroleum & Natural Gas (MoP&NG), which is the appointing authority in this regard.

Due to the absence of Independent Directors on your Company's Board, your Company could not have proper composition of Audit Committee, Nomination and Remuneration Committee, as well as the CSR Committee, as required under the provisions of the Companies Act 2013 and Listing Agreement. This has consequential impact on all required decisions of the said Committees also. There could not have been any meeting of Independent Directors for evaluation of performance of the Chairman, executive directors, and quality, quantity and timeliness of flow of information between the Company management and the Board, as envisaged in Clause VI of Schedule IV of the Companies Act, 2013, and also relevant clauses of the LA.

In view of the absence of Independent Directors on its Board, the Company has not complied with the requirements of Clause(s) 49IIA, 49IIB, 49IIIA and 49IV of the LA.

We further report, subject to above, that the Company has complied with the conditions of Corporate Governance as stipulated in the listing agreement as well as DPE Guidelines on Corporate Governance.

Management Response:

The Articles of Association of the Company vide Clause 7A provides that -

"Notwithstanding anything contained in these Articles and so long as the Company remains a Government Company, the President of India shall subject to the provisions of Article 6 thereof and Section 255 of the Act, be entitled to appoint one or more Directors (including wholetime Director(s) by whatever name called) of the Company to hold office for such period and upon such terms and condition as the President of India may from time to time decide.

In the event of any conflict between this Article and Article 47 hereof, this Article shall prevail over the said Article 47."

Accordingly, the Company being a Government Company is directed by the MoP&NG (being the Administrative Ministry) every time a change in appointment of Director is required. The Company has written to its Administrative Ministry for appointment of the Independent Directors. The Company has been pursuing with the Ministry for expediting appointment of Independent Directors on the Board of the Company to bring the Board and the Committees composition in line with the Listing Agreement with the Stock Exchange.

Cost Auditors:

Pursuant to Section 148 of the Companies Act, 2013 the Board of Directors on the recommendation of the Audit Committee appointed M/s. Musib & Co., Cost Accountants, as the Cost Auditor of your Company for the year under review relating to goods manufactured by Strategic Business Units : Industrial Packaging, Leather Chemicals and Greases & Lubricants of your Company. The remuneration proposed to be paid to the Cost Auditor requires ratification of the members of your Company. In view of this, your ratification for payment of remuneration to the Cost Auditor for the financial year 2015-16 is being sought at the ensuing Annual General Meeting.

Cost Audit Reports for all the applicable products for the year ended 31st March, 2014 were filed on 19th September, 2014 with Cost Audit Cell of Ministry of Corporate Affairs department within specified due dates.

Acknowledgement

Your Directors are focused on creation of enduring value for all stakeholders utilizing multiple drivers of growth in the diverse Strategic Business Units of the Company.

Towards that end, the Directors wish to place on record their sincere appreciation of the significant role played by the employees towards realization of new performance milestones through their dedication, commitment, perseverance and collective contribution. The Board of Directors also places on record its deep appreciation of the support and confidence reposed in your Company by its customers as well as the dealers who have contributed towards the customer-care efforts put in by your Company. The Directors would also wish to thank the vendors, business associates, consultants, bankers, auditors, solicitors and all other stakeholders for their continued support and confidence reposed in your Company.

The Directors are also thankful to Balmer Lawrie Investments Ltd. (the Holding Company) and the Ministry of Petroleum & Natural Gas, Government of India, for their valuable guidance and support extended to the Company from time to time.

Finally, the Directors wish to place on record their special appreciation to the valued Shareholders of your Company for their unstinted support towards fulfilment of its corporate vision.

On behalf of the Board of Directors

Prabal Basu Chairman & Managing Director

D. Sothi Selvam Wholetime Director

Registered Office: Balmer Lawrie House 21 Netaji Subhas Road Kolkata - 700001. Date: 12th August 2015

---

Mar 31, 2014

Dear Members,

The Directors have pleasure in presenting the 97th Report on the operations and results of your Company for the financial year ended 31 March 2014, together with the audited Balance Sheet and Profit & Loss Account of the Company.

Overall Financial Results (Rs In lakh) FINANCIAL RESULTS OF THE COMPANY Year ended 31 March

2014 2013

Surplus for the year before 24520 24437

Finance Charge, depreciation and tax

Deduct there from:

Finance Charge and depreciation 2558 2085

Provision for Taxation 6295 6075

15667 16277

Add Transfer from:

Profit & Loss Account 33669 26260

Total amount available for

Apropriation: 49336 42537

Appropriations:

Proposed Dividend @Rs 18 per equity share 5130 5016 (previous year Rs 17.60 per equity share)

Corporate Tax on Dividend 872 852

Transfer to General Reserve / Minority 3000 3000

interest/Foreign Exchange Conversion Reserve etc.

Surplus carried forward to next year 40334 33669

Total of Appropriations 49336 42537

CONSOLIDATED FINANCIAL RESULTS Year ended 31 March 2014 2013

Surplus for the year before 28142 28925

Finance Charge, depreciation and tax

Deduct there from:

Finance Charge and depreciation 5932 6055

Provision for Taxation 6641 6156

15569 16714 Add Transfer from: Profit & Loss Account 35361 27171

Total amount available for Appropriation: 50930 43885

Appropriations:

Proposed Dividend @ Rs 18 per equity share 4291 4453

(previous year Rs 17.60 per equity share)

Corporate Tax on Dividend 902 910

Transfer to General Reserve / Minority (753) 3161

interest / Foreign Exchange Conversion Reserve etc.

Surplus carried forward to next year 46490 35361

Total of Appropriations 50930 43885

Overview

- At the close of another year of sustained performance, the Company recorded its highest ever Turnover of Rs2843 crore in 2013-14 - despite the slowdown in the economy - as against Rs 2762 crore achieved in 2012-13, representing a growth of around 3% over the previous year.

- Profit Before Tax during 2013-14 aggregated Rs 220 crore, which was a marginal diminution from Rs224 crore in 2012-13, the decline being attributable primarily to tough economic environment prevalent both in the manufacturing and service sectors.

- Consequently, Profit After Tax also decreased from Rs 163 crore in the previous year to Rs 157 crore in 2013-14,

- Segment-wise performance analysis indicates that the Service sectors, led by SBU: Logistics Services and Logistics Infrastructure were the main Profit drivers.

Dividend

A dividend of Rs 18 per equity share on the paid- up capital as on 31 March 2014 [as against Rs 17.60 per equity share in the previous year] has been recommended by the Board of Directors, for declaration by the Members at the ensuing 97th Annual General Meeting to be held on 25 September 2014. The trend of past dividend payment is depicted here:

Note : Dividend rate for 2012-13 and 2013-14 are post Bonus issue made in May 2013.

Management Discussion and Analysis Report

An analytical Report on the businesses of the Company - covering both the activities, manufacturing and services - is furnished along with this report under the heading "Management Discussion and Analysis".

Report on Subsidiary

Balmer Lawrie (UK) Ltd.

Balmer Lawrie (UK) Ltd (''BLUK'') is a 100% subsidiary of your Company incorporated in the UK. The subsidiary had previously been engaged in the business of Leasing & Hiring of Marine Freight Containers as also in Tea Warehousing, Blending & Packaging.

After exiting these businesses, BLUK has been utilizing the proceeds to fund other business opportunities. BLUK has to date invested approximately US $ 1.52 million equivalent to Indonesian Rupiah 14.20 billion in PT. Balmer Lawrie Indonesia [PTBLI] - having its registered office at Jakarta, Indonesia - which represents 50% of the paid-up equity share capital of the joint venture company. Balance 50% of the paid-up share capital of PTBLI is subscribed by PT. Imani Wicaksana of Indonesia. PTBLI is engaged in the manufacture and marketing of greases and other lubricants in Indonesia. The plant is in the process of stabilization. During the year under review, the joint venture suffered acutely because of adverse fluctuation of the exchange parity of Indonesian Rupiah vis-à-vis US Dollar.

BLUK does not have any other business activity and has invested its surplus funds aggregating approximately $3.2 million in term-deposits with banks for financing future business opportunities. In 2013- 14, BLUK bought back 1,583,280 Shares in its capital from the Company, being its Holding company, at a price of $2.50 million. The financial year 2013-14 also saw BLUK making payment of its maiden dividend of $ 1 million out of its reserves, which was paid as interim dividend, there being no final dividend.

Exemption from attaching accounts of the Subsidiary

Vide its General Circular No. 2/ 2011(Ref. No. 5/12/2007-CL-III) dated 8 February 2011, the Ministry of Corporate Affairs, Government of India stipulated that the provisions for attachment of the accounts of the subsidiary shall not apply if the conditions specified therein - including consent of the Board of Directors of the concerned company by resolution, for not attaching the Balance Sheet of the subsidiary - are duly fulfilled. It is hereby affirmed that these conditions have been duly complied with by your Company and the consent of the Board for non-attachment of the Annual Accounts of the subsidiary, Balmer Lawrie [UK] Ltd, had also been obtained on 29 March 2011 for the year ended on 31 March 2011 as well as for each successive financial year thereafter.

However, such accounts have been duly consolidated in terms of applicable Accounting Standards and have been shown translated into the Indian Rupee.

It is hereby confirmed that the annual accounts of the subsidiary company and the related detailed information shall be made available to the members seeking such information and the same shall also be kept available for inspection at the Registered Office of the Company.

Report on Joint Ventures

AVI-OIL India Private Ltd. (AVI-OIL)

During 2013-14, Avi-Oil - which is a joint venture [JV] of Indian Oil Corporation Ltd., NYCO S.A., France & your Company - has shown positive growth compared to the previous year with an increase in the production from 972 KL in the previous year to 1,144 KL blended lubricating oils in 2013-14.

Avi-Oil achieved gross sales ofRs 44 crore in 2013-14 as against Rs 40 crore achieved in the previous year. The Profit BeforeTax in the year under report at about Rs 16 lakh, was, however, 78% lower than 2012-13 and primarily because of rise in costs and pressure on margins as a result of challenging market conditions.

The major event in the year under report was the participation of Avi-Oil with NYCO in the Platinum Sponsorship for the ''National Conference on Environment Friendly Insulating Oils - EFIL 2013'' organized by the Central Power Research Institute, Bangalore under Ministry of Power, Government of India. The Conference focused on the use of ester based fluids as liquid dielectrics in utility power transformers. Renewals of all relevant approvals issued by various statutory bodies were obtained well in time to sustain Military and Civil Aviation businesses.

Balmer Lawrie Van Leer Ltd. [BLVL]

Sales for the year 2013-14 at Rs 264.05 crore was about 26% higher than Rs 211.55 crore achieved in 2012- 13. All divisions registered higher sales turnover and Plastic Containers contributed the major share of the increase.

The Profitability of the JV was, however, adversely impacted by significant foreign currency losses during the year ofRs 3.01 crore. The Profit Before Tax recorded by the JV was Rs 6.77 crore [as against Rs 8.32 crore in 2012-13],

BLVL''s products continued to be in demand. Sales of Steel Drum Closure dipped during the first quarter due to lower export volumes but subsequently picked up sufficiently to maintain the volumes of 2012-13.

Capacity constraints at Plastic Container Divisions at Navi Mumbai and Dehradun restricted possible growth of Market share. However, all Plastic Container divisions sold more volumes than the previous year mainly on account of improved manufacturing efficiencies. Efforts are being made to further improve the sales performance in the current year. Plastic Container Division, Dehradun successfully added large blow-moulded drums to the product range and the same was well received by the customers.

During the year BLVL also completed acquisition of balance 49% equity in Proseal Closures Ltd to make it a wholly owned subsidiary.

Transafe Services Ltd [TSL]

During the financial year 2013-14, TSL achieved a turnover of Rs 68.86 crore which is around 15 % percent higher compared to the previous year. TSL closed the financial year 2013-14 recording a loss ofRs 6.24 crore (as againstRs 12.88 crore incurred in the previous year).

Strategically, TSL is increasingly focusing on domestic logistics and logistics services related activities. The margin in the logistics business has improved substantially (resulting in loss reduction from Rs 3.01 crore in 2012-13 to Rs 0.66 crore in 2013-14) consequent to action taken for decreasing transit time, increasing vehicle turnaround, ensuring better utilization of the idle fleet and catering to corporate customer rather than market loads.

In respect of the leasing business, there has been a marginal reduction in the turnover due to decrease of lease rental rate on account of ageing fleet of containers. However, TSL has been able to increase its customer base with concomitant improvement in realization.

There has been a substantial increase in TSL''s container manufacturing business, which has

achieved a turnover ofRs 17.19 crore as compared to Rs 3.09 crore in the previous year. It is expected that the manufacturing business of TSL would be performing much better with the increase in demand from the major customers and robust order booking position.

Consequent to the erosion of its net-worth, TSL has duly been referred to BIFR. The rehabilitation report of TSL is under discussion with the respective Bankers and the same is expected to be submitted shortly before the BIFR upon finalization.

It may be clarified that there is no future liability on the Company attributable to TSL since the investment therein has been wholly provided for and no corporate guarantee has been provided by the Company on behalf of TSL.

Balmer Lawrie (UAE) LLC (BLUAE)

Balmer Lawrie (UAE) LLC (BLUAE) achieved modest increase in sales volumes and market shares in all major product categories in 2013. This was achieved despite the subdued demand that BLUAE''s customers continued to face owing to political turmoil in major markets in the region, which in turn adversely affected the demand for its products.

With competition intensifying and prices under pressure, BLUAE focused on improving customer service, product innovation, expansion of product range, employee retention and efficiency improvement to stay ahead of competition.

Margins remained under pressure. While prices of major raw materials moved within narrow bands during the year, there were cost increases in other areas especially on manpower. Overall performance showed improvement and is considered satisfactory.

In the near-term, BLUAE is focusing on skill development, technological up-gradation of its production facilities, augmentation of capacities in select product categories and improvement in efficiencies.

Balmer Lawrie Hind Terminals Pvt. Ltd.

As informed in our last report, Balmer Lawrie Hind Terminals Pvt. Ltd [BLHT], a joint venture company having 50:50 equity participation with Hind Terminals Pvt. Ltd. - a logistics solution company headquartered at Mumbai - commenced its business of operating a Virtual Container Freight Station at Manali, Chennai in August 2012. At the end of the financial year 2013- 14, the Joint Venture registered a Profit after Tax of Rs167.99 lakh as against a profit ofRs 17.97 lakh in the last financial year and recommended maiden dividend at the rate of 1000% that is Rs 100 per equity share ofRs 10 each for its shareholders.

Memorandum of Understanding (Moll)

Every year your Company enters into a MoU with the Government of India, Ministry of Petroleum & Natural Gas [MOP&NG] based on the guidelines issued by the Department of Public Enterprises [DPE]. The MoU sets out various targets on operational, financial and efficiency parameters, customer satisfaction, human resource development, sustainability, corporate governance etc. The Company''s performance vis- a-vis the targets set in the MoU is evaluated at the year-end by the Department of Public Enterprises [DPE]. It is a matter of satisfaction to report that the performance score in respect of the MoU for the year 2012-13 has been adjudged by DPE to be in the highest rating category i.e. "Excellent". Based on the internal assessment and considering audited results for the year 2013-14, the Company expects to retain the ''Excellent'' rating for the financial year 2013-14.

Human Resource Management

The strategic objective of the Company is to achieve market leadership in its chosen fields of activities and sustainably create value for customers and other stakeholders.

The approach to Human Resource Management in the Company is centered around partnering with the businesses to achieve the organizational vision with emphasis on

[i] Enhancing work force productivity

[ii] Continuously upgrading employee capability, and

[iii] Developing Leaders.

Talent Acquisition

The Company in its efforts to reinvigorate its talent pool and to create a leadership pipeline through infusion of fresh talent has, during the year, laterally inducted 42 personnel, Executives and Officers taken together, in the regular payroll of the Company.

Furthermore, during the year the Company has taken onboard 93 personnel on Fixed Term Rolling Contract. This was ingrained as part of the acquisition of ''Vacations Exotica'', Brand and Business, enabling the Company to make a big-ticket entry into the Leisure and Holiday Travel business. Your Company''s initiative in this regard, though not new, is seen as trend-setting in terms of scales and strategic shifts in manning model.

Training & Development

Your Company continued to invest in enhancing the Professional skills, Managerial and Leadership

competencies of its employees. With this objective, extensive training programs for employees, in functional/ technical domain, general management, leadership development and customer interface management were planned and executed during the year. These training programs were customized with focus on the requirement of the various businesses/ functions of your Company.

Among other notable initiatives, your Company partnered with XLRI, Jamshedpur for an exclusively customized Senior Management program on Leadership development. In all, 900 (Nine hundred) Man-days of training, both in-house & external programmes were imparted across various categories of employees during the year.

Managing Performance

With a view to improve upon performance orientation and bring about objectivity in assessment, your Company has institutionalized a KPT based and Competency linked performance appraisal system for its executives.

To further enhance performance orientation in the Company, during the year, your Company has defined and put in place improvements in its Performance Management System [PMS]. The PMS policy of the Company not only integrates several benchmarked best practices, it is also compliant with all extant DPE Guidelines.

Employment of Special Categories

During the year 2013-14, 2 (Two) employees in the SC category, 6 (Six) employees in the OBC category, 6 (Six) women employees and 9 (Nine) employees in the Minorities category were recruited. The actual number of employees belonging to special categories, Group-wise, as on 31st March, 2014 is given below:-

Group Regular SC ST OBC PH Women Minorities Manpower as on 31.03.2014

A 486 44 6 30 1 50 35

B 211 22 - 29 3 27 15

C 123 13 2 11 3 16 4

D 611 81 8 37 6 5 91 [including D1]

Total 1431 160 16 107 13 98 145

[*] Recruited on and from 08th September, 1993 onwards

Employee Engagement and Welfare

An effective work culture has been established in the organization which encourages participation and involvement of employees in activities beyond work. Towards furthering this, during the year, the 148th Foundation Day was celebrated in all units and establishments across the country. The employees and their family members participated in large numbers and made the event a memorable occasion. Also various programs like Annual Sports Day, Cultural Evening etc. were organized by the Recreation Club at the different major locations of the Company.

Direct connect to Leadership is a key to employee engagement. Continuing the initiative started in the financial year 12-13, this year again the Town Hall exercise was conducted where the Directors of the Company communicated directly with all Executives and Officers of the Company in person and responded to their queries and concerns. The objective inherent is to institutionalize the process.

Employee Relations

The Company believes in an open and transparent policy of consultation with the collectives. Employee relations continued to be cordial at all units / locations of the Company and there was no instance of any industrial unrest at any of the locations of the Company. The Company continued its efforts to maintain industrial harmony in all its units and there was no loss of man-days due to any industrial action at any of the units / establishments of the Company.

Implementation of The Persons with Disabilities [Equal Opportunities, Protection of Right and Full Participation] Act, 1995

In compliance with the above Act, the Company has identified positions for recruitment of persons with disabilities. Action for recruitments is being initiated to fill up the shortfall.

Implementation of Official Language

To ensure implementation of Rajbhasha policy of the Government of India, your Company has taken several steps to promote usage of Hindi in official work. Various activities like workshops, meetings, etc. were organized during the year and the Rajbhasa Pakhwada was celebrated at all locations of the Company.

Women Empowerment

The Company provides a very conducive ambience

for employment of women. The percentage of women employees is on the rise with new recruitments. The present strength of women employees is 6.85% despite the fact that a large chunk of our workforce constitutes shop floor workers. The Company has created an atmosphere conducive for women employees to join and build a career in this organization.

Your Company maintains the highest standard as regards addressing gender equity in the organization and also complies with guidelines/ statutes as applicable in such matters.

Employee Health & Safety

The Company accords high priority to Employee Health & Safety. In pursuance of this objective, the Company has established an integrated Health & Safety Management System across the organization. The Company has published the HSE [Health, Safety & Environment] Manual which would be used as a reference book in the plants and other establishments of the Company. The Company has also introduced HSE MIS system for all its manufacturing units & Container Freight Stations [CFS]. Every plant/ CFS unit submits a monthly HSE MIS Report to the Corporate Office enabling taking of corrective steps. Major plants / units of the Company are OHSAS 18001 certified. All Occupational Health & Safety Standards are adhered to as per Factories Act, 1948. Major initiatives/activities undertaken in this domain in 2013 - 14 were as follows:

- HSE Audits were carried out in all manufacturing units/establishment of the Company during the year and recommendations thereof implemented.

- Fire protection system/ Hydrant was upgraded at the Corporate Office.

- Intelligent type fire detection system was installed at the Corporate Office.

- Main Electrical distribution board at the Corporate Office was replaced with inbuilt safety features.

- Electrical Safety Audit was done at the Corporate Office by SGS Private Limited.

- Fire hydrant system was installed at the plants of SBU: Industrial Packaging at Silvassa and SBU: Performance Chemicals at Manali.

- Fire Sprinkler system was installed in the main administrative office of SBU: Greases & Lubricants at Silvassa.

- HSE training was conducted for employees

involving 1300 man-hours.

- Special training was carried out for drivers at Corporate Office on safe driving of cars.

- With support from National Safety Council, training on Safe Lifting operations was carried out at Warehousing & Distribution [W&D] unit at Kolkata.

- Safety Week was observed from 4th to 9th March, 2014 across all plants and establishments of the Company.

- Incident reporting & Investigation system was formalized across all SBUs.

Environmental Protection and Sustainability

Being fully committed towards the protection and conservation of the environment, the Company has taken various initiatives to minimize the pollution load of operations. Treatment & disposal of effluents conform to the statutory requirements. Air emissions norms also strictly adhere to the norms laid down in the Environment Protection Act, 1986. Disposal of hazardous waste is done strictly as per Hazardous Waste Rules, 2008. All Plants and major establishments of the Company are certified to environment standards ISO 14000.The Company has in place a comprehensive Long Term Integrated Sustainability Plan, which lays down the sustainability policy, program framework, governance structure, communication etc.

Some of the other initiatives/activities taken up by the Company in this domain in 2013-14 are as under:

- The Company has set up solar power plants at SBU: Industrial Packaging at Navi Mumbai (30KWp) and Asaoti (130KWp) which would significantly reduce greenhouse gases from these manufacturing units.

- Saplings have been planted at all units on the occasion of World Environment Day.

- Toxic Gas Detectors were put in place at SBU: Performance Chemicals at its Manali unit.

- Advanced Fume extraction & ventilation system was installed at SBU: Industrial Packaging at Asaoti.

- Oil level detector was installed in storage tanks at SBU: Greases & Lubricants at Kolkata to prevent tank overflow.

- Workshops were conducted across the organization to sensitize employees on Sustainability.

- External stakeholders trainings were conducted

in the Western & Eastern region on CSR & Sustainability.

- The Application Research Laboratory of the Company continues to make significant progress in developing a number of bio-degradable & environment-friendly lubricants.

- The Company continues to lay thrust on technological up-gradation of its manufacturing processes to ensure that adverse impact of operations on the environment is minimized. In the coming years the focus of the Company would be in the direction of reducing carbon footprints, water footprints and waste footprints at various manufacturing units of the organization.

- A special cell, with expert manpower, operates under the Corporate Affairs Department at the Corporate Office to drive Sustainability & EHS initiatives across the Company.

Communications & Branding Initiatives

Several initiatives taken in the area of internal communications were improved and sustained in the year 2013-14 to enhance the process of information sharing in the organization, including:

- Weekly Media Update: The e-weekly of compilation of news about/relevant to the Company in the media

- BLOOM: Balmer Lawrie Online Monthly e-Bulletin of News, Events & Happenings

- BLOG: BL Organizational Gazette, the Quarterly House Magazine in print form, which focuses on a particular theme of relevance to the organization, besides carrying contributions from employees & their family members.

- Town Hall Meetings: An open house providing a platform to employees to interact with the whole time Directors

The external communication initiatives, especially from a branding perspective, include:

- Media Coverage: Corporate Reports in business magazines/papers and also on news channels

- Revamp of the Corporate Website: The Corporate Website has been revamped with a new and modern look. The development of SBU-specific microsites is in progress.

Further, comprehensive branding plans are in the process of implementation in the SBUs: Greases & Lubricants, Tours & Travel and the newly acquired

premier Holidays brand "Vacations Exotica".

Implementation of ERP

Your Company is pleased to report that implementation of ERP is proceeding as per plan. In April 2013 your Company implemented SAP "go-live" for Human Resources (HR) function followed by Finance & Accounting (F&A) function in August 2013 and thereafter for SBU: Industrial Packaging. It was a well coordinated implementation with simultaneous cutover for all six Industrial Packaging plants and more than 20 F&A locations. The transition with minimal glitches and the transaction platform demonstrated appropriate resilience.

In April 2014, the Company successfully rolled out SAP for SBU: Performance Chemicals. Currently, business operations spanning Marketing, Sales, Despatch, Manufacturing, Quality, Maintenance, Procurement and Inventory are on SAP for both SBU: Industrial Packaging and SBU: Performance Chemicals. SAP has since been extended to Warehousing & Distribution business as also to the SBU: Refinery & Oilfield Services, SBU: Tours - Vacations Exotica and to the new Industrial Packaging plant at Navi Mumbai.

In May 2014, your Company implemented the go- live for e-Recruitment. Your Company is amongst a select group of organizations which have implemented this functionality thereby providing an online platform to prospective employees enabling them to register their resumes against advertised jobs and track their application on the portal.

Your Company is poised to Implement SAP in the second phase in SBU: Greases & Lubricants while in the third phase SBUs--Tours & Travel, Logistics Services and Logistics Infrastructure would be brought under the ambit of SAP.

Progress on principles under ''Global Compact''

The Company is a founder member of the Global Compact, and it remains committed to promote the principles enumerated under the Global Compact programme. The details of various initiatives taken in this regard can be found in the Communication of Progress (CoP) uploaded on the website of the Company.

The CoP for the year 2013-14 captures the efforts put in during the year by your Company to ensure execution of focused Sustainable Development and Corporate Social Responsibility (CSR) projects, adoption of green technologies and environment friendly processes. A ''first-of-its-kind'' CSR initiative was rolled out across the country in the financial year under report. This was the distribution of 20,000 water backpacks to the womenfolk in the desert regions and

water-stressed zones around the country. The new state-of-the-art high throughput plant which has been set up at Navi Mumbai for barrel manufacturing, is powered partially by a 30 KWp solar power unit, and supported by host of other green features designed to reduce overall carbon footprint. A 130 KWp Solar Power plant has also been installed at the Industrial Packaging plant at Asaoti.

Vigilance

Your company believes in principles of good governance. The thrust of Vigilance Department is to take up measures to sensitize all stakeholders about anti-corruption principles, with the belief in the philosophy of "Prevention is better than Cure." Accordingly, preventive vigilance measures were undertaken through regular study of systems prevailing in the Company and through surveillance inspections across the locations with actionable recommendations forwarded to the management for implementation. It is always the endeavor of Vigilance department to ensure that the management obtains the maximum out of its various transactions with stakeholders.

Online complaint handling system is in place and several improvements in systems and procedures have been implemented. Various directives of the Central Vigilance Commission in the matter of leveraging technology through introduction of initiatives like e-procurement, e-disposals and on-line posting of job applications for transparency have been implemented in the Company.

The threshold of procurements made through e-tendering has been substantially reduced to include maximum purchases and contracts awarded through e-procurement process. In the interest of inculcating transparency in the award of contracts and purchases, all tender documents and list of contracts awarded are made available on the website of the Company.

Compliance of Right to Information Act, 2005

As the Company is a Public Authority within the meaning of Section 2(h) of The Right to Information Act, 2005 ("the RTI Act"), various disclosures of information, which are mandatory, have been set out on the website of the Company. Additionally, the Company furnishes monthly, quarterly as well as annual reports within prescribed time-line to the Ministry of Petroleum & Natural Gas, Government of India pertaining to requests for information received under the RTI Act. Monthly reports are also being placed on the website pursuant to the advice received from the Ministry aimed at strengthening implementation of the RTI Act.

An extract of the Annual RTI Report for the financial year 2013-14 as furnished to the Administrative Ministry is set out herein for information of the Members:

The rejections mentioned in Column 5 were made considering the exemptions from disclosure of information as envisaged in Section 8 of the RTI Act.

Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo

As required under Section 217 (1) (e) of the Companies Act, 1956, ("the Act") read with Rule 2 of the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988, the information is annexed.

Directors'' Responsibility Statement

Pursuant to the requirement under Section 217 (2AA) of the Act, it is hereby confirmed:

(i) That in the preparation of the accounts for the financial year ended 31 March 2014, the applicable accounting standards have been followed and there was no departure from such standards;

(ii) That the Directors have selected such accounting policies and applied them consistently and made judgment 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 on 31 March 2014 and of the profit of the Company for the said financial year;

(iii) That the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act, for safeguarding the assets of the Company and for detecting and preventing fraud and other irregularities;

(iv) That the Directors have prepared the accounts for the financial year ended 31 March 2014 on a ''going concern'' basis.

Consolidated Financial Statement

The financial statements of your Company have been duly consolidated with its subsidiary and joint ventures pursuant to Clauses 32, 41 and 50 of the Listing Agreement with the Stock Exchanges. For the purpose of such consolidation, the Accounting Standards - especially, AS 21 and 27 - have been adhered to.

Report on Corporate Governance

The Company reaffirms its commitment to the standards of Corporate Governance. This Annual Report contains a Report on compliance of Corporate Governance during 2013-14 and benchmarks your Company with the provisions of Clause 49 of the Listing Agreement with the Stock Exchanges. The Auditors'' Certificate regarding Compliance of the conditions of Corporate Governance has also been published in this Report.

Being a Government Company, the Company also complies with the Guidelines on Corporate Governance for Central Public Sector Enterprises 2010 which have been made mandatory by the Department of Public Enterprises since May 2010. The said Guidelines - which are aimed at protecting the interest of the shareholders and relevant stakeholders -- are applicable to all listed CPSEs. The Guidelines envisage that CPSEs shall not only follow the SEBI Guidelines on Corporate Governance but should additionally follow those provisions in the said CPSE Guidelines which do not exist in the SEBI Guidelines and also do not contradict any of the provisions of the SEBI Guidelines.

Particulars of Employees

No employee received remuneration of Rs 5,00,000 or more per month or Rs 60,00,000 per annum during the financial year 2013-14 and hence no detail is required to be attached with this Report pursuant to the disclosure under Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules 1975.

Comments of Comptroller & Auditor General of India

The comments of the Comptroller & Auditor General of India, under Section 619(4) of the Companies Act, 1956 on the Accounts of the Company for the financial year ended 31 March 2014 are set out elsewhere in the Annual Report.

Directors

Six Independent Directors of the Company viz., Shri K C Murarka, Shri Arun Seth, Shri M P Bezbaruah, Shri P K Bora, Shri Asish K Bhattacharyya and Smt Abha Chaturvedi - who had completed their envisaged term of office - vacated their directorship at the close of business hours on 29 May 2013.

It may be noted that pursuant to Article 7A of the Articles of Association of the Company, so long as the Company remains a Government company, the Directors - including Independent Directors - are to be nominated by the Government of India. The Ministry of Petroleum & Natural Gas [MOP&NG], Government of India being the Administrative Ministry, intimated the Company that proposals to appoint new Non-Official Part-time Independent Directors are under active consideration of the Ministry. The Company continues to pursue with the Ministry for expediting appointment of Independent Directors on the Board of the Company to bring the Board composition in line with the Listing Agreement with the Stock Exchanges and the applicable CPSE Guidelines on Corporate Governance.

Shri P P Sahoo, who was appointed a whole- time Director on 14 December 2011 in the position of Director [Human Resource & Corporate Affairs], retired from the services of the Company on 31 May 2014 upon attaining the age of superannuation.

Government Nominee Director, Shri VLVSS Subba Rao, also ceased to be on the Board of the Company with effect from 30 May 2014.

The Board places on record its deep appreciation of the commendable performance and significant contribution made by Shri Sahoo and Shri Subba Rao during their tenure as Directors of the Company.

Shri Alok Chandra, Advisor [Finance] in MOP&NG, has been appointed as Additional Director on 8 August 2014 in place of Shri VLVSS Subba Rao, pursuant to a direction from the Administrative Ministry. In accordance with the provisions of Section 161 of the Companies Act, 2013 read with Article 9 of the Articles of Association of the Company, Shri Chandra would hold office up to the date of the forthcoming Annual General Meeting. The Company has received due Notice from a member under Section 160 of the Companies Act, 2013 proposing candidature of Shri Chandra for his appointment at the ensuing Annual General Meeting, as Director, whose period of office shall be subject to determination by retirement of directors by rotation. Accordingly, particulars relating to the said candidature have been included in the Notice of the Annual General Meeting, for circulation to the members pursuant to Section 160 of the Act read with Rule 13 of the Companies [Appointment & Qualification of Directors] Rules, 2014.

In accordance with the provisions of Section 152[6] of the Companies Act, 2013 read with Article 12 of the Articles of Association, Shri Niraj Gupta and Shri Anand Dayal would retire by rotation at the ensuing Annual General Meeting and they are eligible for reappointment at the said Meeting.

A Brief Profile of the Directors appears elsewhere in the Annual Report.

Auditors

Your Company being a Government Company, Auditors are appointed or reappointed by the Comptroller and Auditor General of India in terms of Section 143(5) of the Companies Act, 2013. However, the remuneration of the Auditors for the year 2014-15 is to be determined by the members at the ensuing Annual General Meeting as envisaged in the said Act. Members are requested to authorize the Board to decide on their remuneration as per applicable statutory provisions.

Auditors'' Report

Members may note that the Auditors'' Report dated 29 May 2014 for the year ended 31 March 2014 does not contain any reservation or qualification.

Acknowledgement

Your Directors are focused on creation of enduring value for all stakeholders utilizing multiple drivers of growth in the diverse Strategic Business Units of the Company.

Towards that end, the Directors wish to place on record their sincere appreciation of the significant role played by the employees towards realization of new performance milestones through their dedication, commitment, perseverance and collective contribution. The Board of Directors also places on record its deep appreciation of the support and confidence reposed in the Company by its customers as well as the dealers who have contributed towards the customer-care efforts put in by the Company. The Directors would also wish to thank the vendors, business associates, consultants, bankers, auditors, solicitors and all other stakeholders for their continued support and confidence reposed in the Company.

The Directors are also thankful to Balmer Lawrie Investments Ltd. (the Holding Company) and the Ministry of Petroleum & Natural Gas, Government of India, for their valuable guidance and support extended to the Company from time to time.

Finally, the Directors wish to place on record their special appreciation to the valued Shareholders of the Company for their unstinted support towards fulfillment of its corporate vision.

Registered Office: On behalf of the Board of Directors Balmer Lawrie House Virendra Sinha 21 Netaji Subhas Road Chairman & Managing Director Kolkata - 700001.

Prabal Basu Date: 19 August 2014 Whole-time Director

---

Mar 31, 2013

The Directors recommend the Special Resolution for your approval. None of the Directors are interested or concerned in the Resolution.

The Directors have pleasure in presenting the 96th Report on the state of affairs of your Company for the financial year ended 31 March 2013, together with the audited Balance Sheet and Profit & Loss Account of the Company.

Overall Financial Results (Rs. In lakh)

FINANCIAL RESULTS CONSOLIDATED OF THE COMPANY FINANCIAL RESULTS Year ended 31 March Year ended 31 March 2013 2012 2013 2012

Surplus for the year before Finance Charge, depreciation and tax 24437 21014 28925 26018

Deduct therefrom:

Finance Charge and depreciation 2085 1987 6055 5797

Provision for Taxation 6075 5220 6156 5415

16277 13807 16714 14806

Add Transfer from:

Profit & Loss Account 26260 20753 27171 21570

Total amount available for Appropriation: 42537 34560 43885 36376

Appropriations:

Proposed Dividend @ Rs. 30.80 per equity share as at year-close equivalent to Rs. 17.60 per equity share on the expanded capital base post-bonus issue (previous year Rs. 28.00 per equity share) 5016 4560 4453 4559

Corporate Tax on Dividend 852 740 910 770

Transfer to General Reserve / Minority interest etc. 3000 3000 3161 3876

Surplus carried forward to next year 33669 26260 35361 27171

Total of Appropriations 42537 34560 43885 36376

Overview

Your Company recorded significant achievements in the year 2012-13, some of which are as follows:

- The Company recorded its highest ever Turnover with net sales crossing Rs. 2762 crore as against Rs. 2450 crore in 2011-12, representing an increase of 13% over the previous year. The increase in Turnover was mainly due to increase in revenue from the service businesses which was up by 20% compared to 2011-12. Revenue from manufacturing businesses also recorded a marginal increase of 3% compared to the previous year.

- Profit Before Tax increased from Rs. 190 crore in 2011-12 to Rs. 224 crore in 2012-13, an increase of 18% over the previous year.

- Profit After Tax increased from Rs. 138 crore in the previous year to Rs. 163 crore in 2012-13, an increase of 18% over the previous year.

- Segment-wise performance analysis indicates that the Service sectors, led by SBU: Logistics Infrastructure were the main profit generators.

Issuance of Bonus Equity Shares

The Board of Directors at its Meeting held on 26 March 2013 had approved issuance of 1,22,14,560 bonus equity shares of Rs. 10 each in the proportion of 3 new Bonus Shares of Rs. 10/- each for every 4 existing fully paid Equity Shares of Rs. 10/- each of the Company. The Bonus Shares have been allotted on 25 May 2013 after obtaining assent of the members through Postal Ballot pursuant to the provisions of the Articles of Association of the Company read with Section 192A of the Companies Act, 1956 and Companies [Passing of Resolution by Postal Ballot] Rules, 2011. The Bonus Shares have since been listed on both the Stock Exchanges viz., Bombay Stock Exchange and National Stock Exchange. It may be noted that the Bonus shares rank parri passu with the pre-existing equity shares of the Company and, accordingly, would be entitled to full dividend as recommended by the Board and to be declared by the Members at the 96th Annual General Meeting.

Dividend

A dividend of Rs. 30.80 per equity share on the paid-up capital as on 31 March 2013 — which corresponds to Rs. 17.60 per equity share on the expanded Capital base post the Bonus Issue [as against Rs. 28 per equity share in the previous year]

— has been recommended by the Board of Directors, for declaration by the Members at the ensuing 96th Annual General Meeting to be held on 24 September 2013. The trend of past dividend payment is depicted below:

* Post-Bonus issue dividend rate on the expanded capital base. This works out to a Pre-Bonus issue rate ofRs. 30.80 per share, up from Rs. 28 in 2011-12.

Management Discussion and Analysis Report

An analytical Report on the businesses of your Company - both manufacturing and services — is furnished along with this report under the heading "Management Discussion and Analysis".

Report on Subsidiary Balmer Lawrie (UK) Ltd.

Balmer Lawrie (UK) Ltd (''BLUK'') is a 100% subsidiary of your Company incorporated in the UK. The subsidiary had earlier been engaged in the business of Leasing & Hiring of Marine Freight Containers as also in Tea Warehousing, Blending & Packaging.

After exiting these businesses, BLUK has been utilizing the proceeds to fund other business opportunities. BLUK has to date invested approximately US $ 1.52 million equivalent to Indonesian Rupiah 14.20 billion in PT. Balmer Lawrie Indonesia(PTBLI) — having its registered office at Jakarta, Indonesia - which represents 50% of the paid-up equity share capital of the joint venture company. PTBLI is engaged in the manufacture and marketing of greases and other lubricants in Indonesia. The plant of PTBLI has been commissioned and the activities of PTBLI are in the process of stabilization. While manufacturing operations have stabilized, market development needs to be improved upon.

Exemption from attaching accounts of the Subsidiary

Vide its General Circular No. 2/ 2011(Ref. No. 5/12/2007- CL-III) dated 8 February 2011, the Ministry of Corporate Affairs, Government of India stipulated that the provisions for attachment of the accounts of the subsidiary shall not apply if the conditions specified therein — including consent of the Board of Directors of the concerned company by resolution, for not attaching the Balance Sheet of the subsidiary — are duly fulfilled. It is hereby affirmed that these conditions have been duly complied with by your Company and the consent of the Board for non-attachment of the subsidiary''s Annual Accounts had also been obtained on 29 March 2011 for the year ended on 31 March 2011 as well as for each successive financial year thereafter.

However, such accounts have been duly consolidated in terms of applicable Accounting Standards and have been shown translated into the Indian Rupee.

It is hereby confirmed that the annual accounts of the subsidiary company and the related detailed information shall be made available to the members seeking such information and the same shall also be kept available for inspection at the Registered Office of the Company.

Report on Joint Ventures AVI-OIL India Private Ltd. (AVI-OIL)

During 2012-13, Avi-Oil - which is a joint venture [JV] of Indian Oil corporation Ltd., NYCO S.A., France & your Company — recorded negative growth compared to the previous year with the said company blending 972 KL of lubricating oils [down from 1,119 KL blended in the previous year], re-processing 10 MT of greases [as against 22MT in the last year] and manufacturing 148 MT of synthetic ester base stocks [as against 189 MT in the previous year].

The shortfall was a culmination of various causative factors including a slowdown in receipt of orders from Defence coupled with drop in export of the Industrial Lubricants to NYCO as they have expanded their own production capacity. The JV is hopeful that the situation would improve in the near-term with the expected improvement in the general economic condition and consequent to the Indian Airforce introducing new generation aircrafts.

Avi-Oil registered gross sales of Rs. 40 crore in 2012-13 as against Rs. 41 crore achieved in the previous year. The Profit Before Tax in the year under report at about Rs. 75 lakh was, however, 78% lower than 2011-12 and this was because of sharp increase in the prices of raw materials together with increase in the manpower cost.

The major event in this year was the participation of Avi-Oil in the biannual international Aerospace Exposition ''Aero India 2013'' held at Bengaluru in February 2012. Avi-Oil has been participating in this event since its inception in 1983. The theme of the Avi-Oil stall at the Air Show was that its aviation lubricant quality has kept pace with the up-gradation of the aircraft technology over the last twenty years. To demonstrate Avi-Oil''s support to the Indian Air Force, a book titled "The IAF at Eighty 1932-2012" was issued at the Exposition.

Balmer Lawrie-Van Leer Ltd. (BLVL)

BLVL''s net sales, inclusive of other income, in 2012-13 increased to Rs. 211.55 crore from Rs. 188.93 crore in 2011-12, representing an increase of nearly 12% over the previous year. Profit Before Tax earned for the year touched Rs. 8.32 crore as against Rs. 3.85 crore in 2011-12.

BLVL retained its market share in the year under review despite increase in the level of competition and there was significant increase in the sales volume of both Steel drum Closures and Plastic Containers. The new Plastic Container division of BLVL at Dehradun operated at full capacity and ended the year with positive results. However, severe power shortage had an adverse effect on the performance of the Plastic Containers division at Chennai, since it impacted production volume at the plant.

During the year 2012-13, efforts were made to increase operational efficiencies at all locations. The joint venture company is also considering various initiatives to meet the steadily increasing demand for its products.

Transafe Services Limited (TSL)

During the financial year 2012-13, TSL achieved a turnover of Rs. 75.53 crore from operations which was marginally lower compared to the previous year. TSL closed the financial year 2012-13 recording a loss of Rs. 12.9 crore (as against Rs. 10.1 crore in the previous year). The loss has resulted in further erosion of net worth of TSL and as on 31st March, 2013, TSL has a negative net worth and has been duly referred to BIFR.

The major shortfall has been in TSL''s container manufacturing business viz., the Creative Containers Division, which has suffered in the absence of demand from the major buyers. Strategically, TSL is increasingly focusing on domestic logistics and logistics services related activities.

In line with the Corporate Debt Restructuring (CDR) mechanism approved by the Bankers of TSL in October 2010, TSL has repaid to the Banks about 6.5% of the total long- term loan outstanding during 2012-13.The CDR scheme envisages a ballooning repayment schedule under which Rs. 15.36 crore representing 10% of the loan, would become repayable by TSL in 2013-14.

There is no future liability on the Company attributable to TSL since the investment therein has been wholly provided for and no corporate guarantee has been provided by the Company on behalf of TSL.

Balmer Lawrie (UAE) LLC (BLUAE)

During the year under report, Balmer Lawrie (UAE) LLC continued to face the effects of the uncertain global economic recovery as well as the situation in certain countries in the region which affected the performance of BLUAE''s customers and thus, the demand for BLUAE''s products. Despite the depressed market and continued severity of competition, BLUAE maintained its market share. Prices of major raw materials were volatile during the year thus putting the margins under pressure. Overall, however, the performance was satisfactory.

BLUAE is focusing on product innovation, expansion of product range, improvement in efficiencies and systems to stay ahead of competition and retain its pre-eminent position in the market.

BLUAE continues to work on further enhancing its high standards of customer service in terms of timely supplies, reliability and technical support to its customers etc. The joint venture also invests in continuous technological up-gradation of its production facilities and in adding new capacities.

Balmer Lawrie Hind Terminals Pvt. Ltd.

As informed in our last report, during the last fiscal your Company entered into a new joint venture with a logistics solution company head quartered at Mumbai, viz., Hind Terminals Pvt. Ltd., to carry on business of Container Freight Station (CFS) on the land adjacent to the existing CFS of your Company at Manali, Chennai. The new joint venture under the name and style of Balmer Lawrie Hind Terminals Pvt. Ltd [BLHT] was incorporated in December 2011 with 50:50 equity participation by the joint venture partners.

We are happy to report that BLHT has commenced its business in August 2012 in association with the Company, being a joint venture partner, and has registered a profit of Rs. 27.09 lakh in the financial year ended 31st March 2013.

Memorandum of Understanding (MoU)

Your Company enters into a MoU with the Government of India, Ministry of Petroleum & Natural Gas [MOP&NG] every year based on the guidelines issued by the Department of Public Enterprises [DPE] , detailing therein various targets on operational, financial and efficiency parameters, customer satisfaction, human resource development, sustainability, corporate governance etc. The Company''s performance vis-a-vis the targets set in the MoU is evaluated at the year-end by DPE. It is gratifying to report that the performance score in respect of the MoU for the year 2011-12 has been adjudged by DPE to be in the highest rating category i.e. "Excellent". Based on the internal assessment and considering audited results for the year 2012-13, the Company expects to retain the ''Excellent'' rating for the financial year 2012-13 also.

Human Resource Management

The focus of the organization continues on enhancing work force productivity, managing and retaining talent and upgrading their managerial & leadership capabilities. The organization believes that its success depends on the performance of its people aligned to the organizational goals and objectives. To further this process, the Company during the year 2012-13 embarked on a two-pronged approach; first, to redesign the organization structure, which recognizes the realities of today''s business and second, to drive people performance & delivery. Accordingly, the organization structure was reviewed de novo and a revised organization structure was introduced, which in course of time will lead to a leaner and smarter organization.

Talent Management

Talent Acquisition:

The Company in its efforts to reinvigorate its human resource through infusion of fresh blood and to meet the emerging succession needs has, during the year, inducted 82 persons in the Executives/Officer cadres including (54 lateral hires and 28 Executive Trainees).

Talent Attraction & Retention Policy:

A new Talent Management policy was successfully deployed during the year, which included:

- Rolling out more attractive designations (Upgrading of designations and introduction of the Vice President series of designations)

- Lowering of age/experience criteria to attract young talent from the market, and

- Introduction of a Fast Track Career Scheme for High Performing & Potential Executives

Training & Development

The Company continued to invest in enhancing the professional skills and competencies of its employees by upgrading their functional and leadership competencies.

With the objective of enhancing professional skills and competencies, extensive training programs for employees, both in the areas of general management and specialist skill development were planned and executed. The functional training programs were customized with focus on the requirement of the businesses. In all, 1064 Man-days of training, both through in-house & external programs, were imparted to all categories of employees during the year.

Managing Performance

The Company has been working systematically over the last few years to improve the performance orientation of its Executives. In pursuance of this, a series of PMS [Performance Management System] workshops covering all Executives, were organized during 2012-13. Based on the feedback received during these workshops, a number of modifications were made to the PMS instrument and a more robust PMS, covering the Executives and Officers cadres, was rolled out successfully.

Employment of Special Categories

With pockets of surpluses still available in the unionized cadres, opportunity for direct recruitment presently only exists in the Executive and Officer cadres. During the year, in these cadres, 3 SCs, 2 STs, 13 OBCs, 6 minorities and 9 women were recruited. The actual number of employees belonging to special categories, Group-wise, as on 31st March, 2013 is given below:-

Group Regular SC ST OBC[*] PH Women Minorities Manpower as on 31.03.2013

A 410 28 4 22 1 30 8

B 296 31 3 26 2 45 15

C 146 24 2 12 3 19 5

D / D1 613 85 10 21 6 6 95

Total 1465 168 19 81 12 100 123

[*] Recruited on and from 08th September, 1993 onwards Employee Welfare

An effective participative culture, which encourages participation and involvement of employees in activities beyond work, has been one of the pillars of the organization. Towards furthering this, during the year, the 147th Foundation Day was celebrated in all units and establishments of the Company across the country. The employees and their family members participated in large numbers and made the event a memorable occasion. Also various programs like Annual Sports Day, Cultural Evening etc. were organized by the Recreation Clubs at the different major locations of the Company.

Employee Relations

Management believes in a process of open and transparent consultation with the collectives. Employees are represented in various Trusts & Committees formed by the Company to administer various employee benefit schemes. Plant level committees are in place to discuss and settle productivity, safety and work place related matters. Consultative Forums have been established to resolve disputes / differences.

During the year 2012-13, Long-Term Settlement [LTS] was signed with the union in CFS, Navi Mumbai. Further, broad understanding was reached on the terms of LTS at Chennai and Delhi.

The employee relations continued to be generally cordial at all Units / Locations of the Company during the year and there was no loss of man-days due to any industrial action at any of the unit/establishment of the Company.

Organizational Culture & Employee Engagement

For a better appreciation of its organizational culture, the Company commissioned a Culture Survey (BLCULT - Balmer Lawrie Culture) and followed it up with an Employee Engagement Survey (BLESS - Balmer Lawrie Employee Engagement & Satisfaction Survey) to benchmark the alignment policies and practices to the needs of the organization and its people. More than 95% of the Executives & Officers participated in these surveys and the Satisfaction Score of 71 and the Engagement Score of 68 are a tribute to the alignment of people with the organization.

Towards creating a more innovative workplace and foster greater sense of belongingness and participation across the organization, during the year, the Company launched a suggestion scheme for its employees, under the ''EK Soch'' program.

Implementation of The Persons with Disabilities [Equal Opportunities, Protection of Right and Full Participation] Act, 1995

In compliance with the above Act, the Company has identified positions for recruitment of persons with disabilities. Efforts are being made to fill up the shortfall at the earliest.

Implementation of Official Language

To ensure implementation of Rajbhasha policy of the Government of India, your Company has taken several steps to promote usage of Hindi in official work. Various activities like workshops, Quarterly Review meetings, etc. were organized during the year and the Rajbhasha Pakhwada was celebrated at all locations of the Company. During 2012-13,

Deputy Director Implementation, Official Language Department, Eastern Region, Kolkata inspected Head Office at Kolkata and expressed overall satisfaction on implementation of Official Language in the Company.

Women Empowerment

With conscious efforts at promoting greater gender diversity through extension of a women friendly work place, the number of women employees is on the rise. The present strength of women employees is 6.83% despite the fact that a large chunk of the workforce of the Company constitutes shop floor workers. Further, around 65% of the CSR fund was either directly spent on women centric projects or for women beneficiaries.

Employee Health & Safety

The Company accords high priority to Employee Health & Safety. In pursuance of this the Company has established an integrated Health & Safety Management System across the organization. Major Plants/ Units of the Company are OHSAS 18001 certified. All Occupational Health & Safety standards are adhered to as per Factories Act, 1948.

Major initiatives /activities undertaken in this domain in 2012-13 were as follows:

- Internal Safety Audits were carried out in each of the manufacturing units / establishment of the Company during the year. The implementation of the recommendations of the Safety Audit is closely tracked at the highest level of the management.

- 42nd National Safety Week was celebrated across the organization between 4th & 9th March 2013 creating safety awareness amongst employees and other stakeholders.

- A new Fume Extraction System has been installed and commissioned in the Industrial Packaging Plant at Asaoti.

- Special training programs on Safe Material Handling were carried out at all the Container Freight Stations.

- Fire & Life Safety risk assessment of the Corporate Office was carried out by an expert agency and provisional No Objection Certificate [NOC] obtained from West Bengal Fire & Emergency Services.

- Fire hydrant system was commissioned in the recently expanded area of CFS at Manali.

Environmental Protection and Sustainability

The Company is fully conscious of its responsibility towards the protection and regeneration of the environment and the importance thereof in the sustainability of its businesses. The Company has, accordingly, taken various initiatives to minimize the pollution load of operations. Treatment & disposal of effluents conform to the statutory requirements. Air emissions norms also strictly adhere to the norms laid down in the Environment Protection Act, 1986. Disposal of hazardous waste is done strictly as per Hazardous Waste Rules, 2008. All Plants and major establishments of the Company are certified to environment standards ISO 14000.

During the year under review, a major exercise was carried out across the Company to evaluate and draw up a comprehensive Long Term Integrated Sustainability Plan for the Company and it lays down the sustainability policy, program framework, governance structure, communication etc.

Some of the other initiatives / activities taken up by the Company in this domain in 2012-13 include:

- Commissioning of an Integrated Sewage treatment plant at the Manali complex.

- Commissioning of Energy Audit at all plant of the SBU: Greases & Lubricants to identify potential areas of energy conservation. More than 90% of the recommendations made in the Energy Audit have been implemented.

- Workshops were conducted across the organization to sensitize employees on Sustainability.

- Introduction of Low Volatile Organic Compound (VOC) based paints in manufacturing of barrels by SBU: Industrial Packaging.

- Installation of various Engineering controls such as Non Return Valves, Automatic level detectors in Greases & Lubricants, Kolkata to minimize oil spillage and thereby reduce soil pollution.

- Installation of energy efficient welding machines at the Silvassa and Asaoti Plants of SBU: Industrial Packaging.

- An Operational Excellence exercise was undertaken in the Silvassa Plant of SBU: Industrial Packaging, which resulted in significant savings through improved productivity, machine up time, On-time-in-full delivery, quality usage and reduction in energy consumption etc.

- The Application Research Laboratory of the Company made significant progress in developing a number of biodegradable & environment friendly lubricants.

The Company continues to lay thrust on technological up- gradation of its manufacturing processes to ensure that adverse impact of operations on the environment is minimized. In the coming years the focus of the Company would be in the direction of reducing carbon footprints, water footprints, waste footprints & investment in Solar Power generation at various manufacturing units of the organization.

A special cell, with expert manpower, was set up during the year under the Corporate Affairs department at the Corporate Office to drive Sustainability & EHS initiatives across the Company.

Corporate Communications & Branding

Several initiatives were put in place in the year 2012-13 to enhance the process of internal communication in the Company. These included publication of:

- Weekly Media Update: This is an e-weekly of compilation of news about/relevant to the Company published in the media

- BLOOM: Online Monthly e-Bulletin of News, Events & Happenings pertaining to the Company

- BLOG: BL Organizational Gazette, the Quarterly House Magazine in print form, focusing on themes of relevance to the organization, besides carrying contributions from employees & their family members etc.

During the year, Town Hall Meetings were also organized at all major locations of the Company wherein all the Executives & Officers interacted with the whole time Directors in an open house format and discussed the findings of the Engagement Survey.

The year also witnessed several external communication efforts to enhance the brand image of the Company.

Implementation of ERP

As reported last year, your Company is in the midst of a large scale, multi-year transformation program involving implementation of SAP as its Enterprise Information Technology platform. The project is progressing satisfactorily and the Company would soon join a select group of organizations successfully carrying out business transactions leveraging world class ERP solution.

A significant milestone was achieved on 1st April 2013, when SAP for Human Resource function went live. As on date, SAP is being used by the Company for its Organizational Management, Personnel Actions and Leave Management processes. In future, the Company aims to cover Attendance and Recruitment processes under SAP.

The project is in an advanced stage of readiness to go live on SAP for Accounts & Finance function as also for the SBU: Industrial Packaging. By August 2013, over 250 users, across twenty or more locations, would be on an integrated, best-in-class platform to execute their day to day functions.

After achieving stability in this phase (Phase 1), ERP implementation would be extended in a phased manner to the other SBUs viz., Greases & Lubricants, Performance Chemicals, Refinery & Oilfield Services (in Phase 2) and then Tours & Travel, Logistics Services & Logistics Infrastructure (in Phase 3).

Progress on principles under ''Global Compact''

Your Company is a founder member of the Global Compact - India Chapter, and it remains committed to further the principles enumerated under the Global Compact principles & programs. The details of various initiatives taken to further the principles of Global Compact are available in the Communication of Progress (CoP) uploaded on the website of the Company.

Further, as a Gold Sponsor, Balmer Lawrie supported the 8th National Convention of the Global Compact Network India at Kolkata and actively participated in the deliberations, including chairing of a session.

Vigilance

Your Company believes in encouraging and nurturing a culture of honesty and transparency. It has scaled up existing anti-corruption efforts amongst stakeholders by providing knowledge, skills, strategies and resources to promote transparency and ethical practices in business operation.

As vigilance initiative, several good practices such as a web- based complaint registering system, e-Payment, e- Procurement, e-Auction etc. have been introduced and strengthened to promote ease of access, accountability and efficiency in the Company. Various process improvement measures have been put in place to plug loopholes and to increase efficiency. These measures along with surveillance inspections and deterrent action against wrong-doing, promote a clean and corruption-free environment in the Company.

Compliance of Right to Information Act, 2005

As the Company is a Public Authority within the meaning of Section 2(h) of The Right to Information Act, 2005 ("the RTI Act"), various disclosures of information, which are mandatory, have been set out on the website of the Company. Additionally, the Company furnishes monthly, quarterly as well as annual reports within prescribed time- line to the Ministry of Petroleum & Natural Gas, Government of India pertaining to requests for information received under the RTI Act. Monthly reports are also being placed on the website pursuant to the advice received from the Ministry aimed at strengthening implementation of the RTI Act.

An extract of the Annual RTI Report for the financial year 2012-13 as furnished to the Administrative Ministry is set out herein for information of the Members:

The rejections mentioned in Column 5 were made considering the exemptions from disclosure of information as envisaged in Section 8 of the RTI Act.

Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo

As required under Section 217 (1) (e) of the Companies Act, 1956, ("the Act") read with Rule 2 of the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988, the information is annexed.

Directors'' Responsibility Statement

Pursuant to the requirement under Section 217 (2AA) of the Act, it is hereby confirmed:

(i) That in the preparation of the accounts for the financial year ended 31 March 2013, the applicable accounting standards have been followed and there was no departure from such standards;

(ii) That the Directors have selected such accounting policies and applied them consistently and made judgment 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 on 31 March 2013 and of the profit of the Company for the said financial year;

(iii) That the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act, for safeguarding the assets of the Company and for detecting and preventing fraud and other irregularities;

(iv)That the Directors have prepared the accounts for the financial year ended 31 March 2013 on a ''going concern'' basis.

Consolidated Financial Statement

The financial statements of your Company have been duly consolidated with its subsidiary and joint ventures pursuant to Clauses 32, 41 and 50 of the Listing Agreement with the Stock Exchanges. For the purpose of such consolidation, the Accounting Standards — especially, AS 21 and 27 — have been adhered to.

Report on Corporate Governance

The Company reaffirms its commitment to the standards of Corporate Governance. This Annual Report contains a section on compliance of Corporate Governance during 2012-13 and benchmarks your Company with the provisions of Clause 49 of the Listing Agreement with the Stock Exchanges. The Auditors'' Certificate regarding Compliance of the conditions of Corporate Governance has also been published in this Report.

Being a Government Company, the Company also complies with the Guidelines on Corporate Governance for Central Public Sector Enterprises 2010 which have been made mandatory by the Department of Public Enterprises since May 2010. The said Guidelines — which are aimed at protecting the interest of the shareholders and relevant stakeholders — are applicable to all listed CPSEs. The Guidelines envisage that CPSEs shall not only follow the SEBI Guidelines on Corporate Governance but should additionally follow those provisions in the said CPSE Guidelines which do not exist in the SEBI Guidelines and also do not contradict any of the provisions of the SEBI Guidelines.

Particulars of Employees

No employee received remuneration of Rs. 5,00,000 or more per month or Rs. 60,00,000 per annum during the financial year 2012-13 and hence no detail is required to be attached with this Report pursuant to the disclosure under Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules 1975.

Comments of Comptroller & Auditor General of India

The comments of the Comptroller & Auditor General of India, under Section 619(4) of the Companies Act, 1956 on the Accounts of the Company for the financial year ended 31 March 2013 is set out elsewhere in the Annual Report.

Directors

Six Independent Directors of the Company - viz., Shri K C Murarka, Shri Arun Seth, Shri M. P. Bezbaruah, Shri P. K. Bora, Shri Asish K. Bhattacharyya and Smt. Abha Chaturvedi - who had completed their envisaged term of office, vacated their directorship at the close of business hours on 29 May 2013. The Ministry of Petroleum & Natural Gas [MOP&NG], Government of India has intimated the Company that proposals to appoint new Non-official Part-time Independent Directors are under active consideration of the Ministry. The Company is pursuing with the Administrative Ministry for expediting appointment of Independent Directors on the Board of the Company to bring the Board composition in line with the Listing Agreement with the Stock Exchanges and the applicable CPSE Guidelines on Corporate Governance.

Shri K Subramanyan, who was appointed a whole time Director on 30 December 2005 in the position of Director [Finance], retired from the services of the Company at the close of business hours of 30 November 2012 upon attaining the age of superannuation. Shri Prabal Basu, erstwhile Senior Vice President [Finance], has been appointed in his place as Director [Finance] and has assumed office with effect from 1 December 2012.

The Board places on record its deep appreciation of the commendable performance and significant contribution made by the Independent Directors and Shri Subramanyan during their tenure as Directors of the Company.

Government Nominee Director, Shri VLVSS Subba Rao, who ceased to be on the Board of the Company with effect from 14 August 2012 was again appointed as Additional Director on 26 September 2012 on receipt of a fresh direction from the Administrative Ministry. Pursuant to Section 260 of the Companies Act, 1956 and Article 9 of the Articles of Association of the Company, Shri Subba Rao and Shri Prabal Basu would hold office up to the date of the forthcoming Annual General Meeting. The Company has, however, received due Notice under Section 257 of the Companies Act, 1956 for their appointment, as Director, whose period of office shall be subject to determination by retirement of directors by rotation.

In accordance with the provisions of Section 256 of the Companies Act, 1956 read with Article 12 of the Articles of Association, Shri P. P. Sahoo and Shri Virendra Sinha would retire by rotation at the ensuing Annual General Meeting and they are eligible for reappointment at the said Meeting.

A Brief Profile of the Directors appears elsewhere in the Annual Report.

Auditors

Your Company being a Government Company, Auditors are appointed or reappointed by the Comptroller and Auditor General of India in terms of Section 619(2) of the Companies Act, 1956. Letter of appointment of Auditors for the year 2013- 14 has been received by the Company. However, the remuneration of the Auditors for the year 2013-14 is to be determined by the members at the ensuing Annual General Meeting as per Sections 224(8)(aa) and 619 of the Act.

Auditors'' Report

Members may note that the Auditors'' Report dated 29 May 2013 for the year ended 31 March 2013 does not contain any reservation or qualification.

Acknowledgement

Your Directors are focused on creation of enduring value for all stakeholders utilizing multiple drivers of growth in the form of the diverse Strategic Business Units of the Company.

Towards that end, the Directors like to place on record their sincere appreciation of the significant contribution made by the employees towards realization of new performance milestones. The Board of Directors also places on record its deep appreciation of the support and confidence reposed in the Company by its customers. Mention must also be made of the dealers who have contributed towards customer-care orientation of the Company. The Directors would also wish to thank the vendors, business associates, consultants, bankers, auditors, solicitors and all other stakeholders for their continued support to the Company.

The Directors are also thankful to Balmer Lawrie Investments Ltd. (the Holding Company) and the Ministry of Petroleum & Natural Gas, Government of India, for their valuable guidance and support.

Finally, the Directors wish to place on record their special appreciation to the valued Shareholders of the Company for their unstinted support towards fulfillment of its corporate mission.

Registered Office: On behalf of the Board of Directors

Balmer Lawrie House Virendra Sinha

21 Netaji Subhas Road Chairman & Managing Director

Kolkata - 700001. Prabal Basu

Date: 12 August 2013 Whole-time Director

---

Mar 31, 2012

The Directors recommend the Ordinary Resolution for your approval. If approved, Shri Das would remain a Government Nominee Director of the Company.

The Directors have pleasure in presenting the 95th Report on the state of affairs of your Company for the financial year ended 31 March 2012, together with the audited Balance Sheet and Profit & Loss Account of the Company.

Overall Financial Results (Rs. In lakh)

FINANCIAL RESULTS OF THE CONSOLIDATED FINANCIAL COMPANY RESULTS

Year ended 31 March Year ended 31 March

2012 2011 2012 2011

Surplus for the year before

Finance Charge, depreciation and tax 21014 19616 26018 23970

Deduct there from:

Finance Charge and depreciation 1987 1512 5797 5191

Provision for Taxation 5220 5995 5415 5947

13807 12109 14806 12832

Add Transfer from:

Profit & Loss Account 20753 16565 21570 26248

Total amount available for Appropriation: 34560 28674 36376 39080

Appropriations:

Proposed Dividend @ Rs.28.00 per equity share (previous year Rs. 26.00 per equity share) 4560 4234 4559 4583

Corporate Tax on Dividend 740 687 770 706

Transfer to General Reserve /Minority interest etc. 3000 3000 3876 3045

Surplus carried forward to next year 26260 20753 27171 30746

Total of Appropriations 34560 28674 36376 39080

Overview

Your Company recorded signifi cant achievements in the year 2011-12, some of which are as follows:

- The Company recorded its highest ever Turnover with net sales crossing Rs. 2450 crore as against Rs. 2148 crore in 2010-11, representing an increase of 14% over the previous year.

- Profit Before Tax increased from Rs. 181 crore in 2010-11 to Rs. 190 crore in 2011-12, an increase of more than 5% over the previous year.

- Profit After Tax increased from Rs. 121 crore in the previous year to Rs. 138 crore, in 2011-12, an increase of 14% over the previous year.

- Segment-wise performance analysis indicates that SBU: Logistics Infrastructure and SBU: Logistics Services were the main profit generators followed by SBU: Industrial Packaging.

Dividend

A dividend of Rs. 28 per equity share of Rs. 10 each [equivalent to 280%] for the year ended 31 March 2012 -- as against Rs. 26 per equity share in the previous year -- has been recommended by the Board of Directors for declaration by the Members at the ensuing 95th Annual General Meeting to be held on 26 September 2012. The trend of past dividend payment is depicted below:

Management Discussion and Analysis Report

An analytical Report on the businesses of your Company is furnished along with this report under the heading "Management Discussion and Analysis".

Report on Subsidiary

Balmer Lawrie (UK) Ltd.

Balmer Lawrie (UK) Ltd ('BLUK') is a wholly owned subsidiary of your Company incorporated in the U.K. BLUK was earlier engaged in Leasing & Hiring of Marine Freight Containers and Tea Warehousing, Blending & Packaging. After exiting these businesses, the Company has been utilizing the proceeds to fund other business opportunities.

Accordingly, BLUK has to date invested approximately US $ 1.52 million -- equivalent to Indonesian Rupiah 14.20 billion – in PT. Balmer Lawrie Indonesia(PTBLI), representing 50% of the paid-up equity share capital of the joint venture company, formed to manufacture and market greases and other lubricants in Indonesia. The plant of PTBLI has since been commissioned in December 2011. The registered Office of PTBLI is at Jakarta, Indonesia. After initial teething diffi culties, PTBLI has started its manufacturing operations, but certain areas need improvisation to ensure improved performance.

Exemption from attaching accounts of the Subsidiary

In the past the Ministry of Corporate Affairs, New Delhi had exempted your Company from attaching with the Company's Accounts, the Annual Accounts of Balmer Lawrie (UK) Ltd pursuant to Section 212(8) of the Companies Act, 1956. However, vide its General Circular No. 2/ 2011(Ref. No. 5/12/2007-CL-III) dated 8 February 2011, the Ministry of Corporate Affairs, Government of India stipulated that the provisions for attachment of the accounts of the subsidiary shall not apply if the conditions specifi ed therein -- including consent of the Board of Directors of the concerned company by resolution, for not attaching the Balance Sheet of the subsidiary -- are duly fulfi lled. It is hereby affi rmed that these conditions have been duly complied with by your Company and the consent of the Board for non-attachment of the subsidiary's Annual Accounts had also been obtained on 29 March 2011 for the year ended on 31 March 2011 and thereafter for each successive financial year.

However, such accounts have been duly consolidated in terms of applicable Accounting Standards and have been shown translated into the Indian Rupee.

It is hereby confi rmed that the annual accounts of the subsidiary company and the related detailed information shall be made available to the members seeking such information and the same shall also be kept available for inspection at the Registered Office of the Company.

Report on Joint Ventures AVI-OIL India Private Ltd. (AVI-OIL)

During 2011-12, Avi-Oil recorded a higher performance which culminated in the company blending 1,119 KL of lubricating oils, re-processing / re-packing 22 MT of greases and manufacturing 189 MT of synthetic ester basestocks. Avi-Oil registered gross sales of Rs. 41 crore in the year as against Rs. 37 crore achieved in the previous year. The better performance was achieved despite delay in placement of orders by customers and these orders largely materialized during the third quarter of the year under review.

The year also witnessed Avi-Oil entering into several long-term Rate Contracts with major customers like Ministry of Defence, Hindustan Aeronautics Ltd etc. for supply of aviation lubricants. The joint venture company also achieved a breakthrough in Civil Aviation Business by tying up with Go Airlines (India) Ltd., which is the fi rst airline in India to use 'Turbo-nycoil 600' aero-engine oil produced by the JV. It is learnt that the Airbus A320 fl eet of Go Air is progressively switching over to the newly introduced TN-600 Oil.

During the year, Avi-Oil continued to maintain its registrations with Director General Aeronautical Quality Assurance, Director General of Civil Aviation and other registrations. Besides the regular consents obtained for operating its plant from the Haryana State Pollution Control Board under the Air, Water and Hazardous Wastes management Acts, Avi-Oil implemented and maintained an Environmental Management System, which is certifi ed for compliance under the international standard ISO- 14001-2004.

Balmer Lawrie-Van Leer Ltd. (BLVL)

BLVL's net sales, inclusive of other income increased to Rs. 188.93 crore in 2011-12 from Rs. 177.61 crore, which is about 8% higher than the previous year. With the commencement of new facility at Dehradun, sales volume of Plastic Containers increased by 9% over the previous year. However, in quantitative terms, sale of steel drum closures was marginally impacted on account of lower export performance, which was because of economic slow-down in Europe, the USA and the Far- East. Profitability of plastic container too faced a set-back due to foreign exchange loss on imports of polymer and reduced production arising from acute power shortage in the Plastic Division at Chennai.

During the year 2011-12, the Profit was signifi cantly lower as against that of previous year. The JV has taken several initiatives to step up effi ciency at its manufacturing facilities to bolster performance in 2012-13.

Transafe Services Limited (TSL)

During the financial year 2011-12, TSL achieved a turnover of Rs. 75.53 crore from operations which was marginally lower compared to the previous year. TSL closed the financial year 2011-12 incurring a loss of Rs. 10.1 crore (as against Rs. 16.2 crore in the previous year). The major shortfall has been in TSL's container manufacturing business viz., the Creative Containers Division, which has suffered in the absence of demand from the major buyers representing oil and natural gas exploration companies and private rail operators. For the fi nancial year 2012-13, TSL has shifted its focus to the logistics activities in order to step up its profitability.

In line with the Corporate Debt Restructuring (CDR) mechanism approved by the Bankers of TSL in October 2010,TSL has repaid to the Banks about 2.5% of the total long-term loan outstanding during 2011-12.The CDR scheme envisages a ballooning repayment schedule under which Rs. 10 crore representing 6.5% of the loan, would become repayable by TSL in 2012-13.

Balmer Lawrie (UAE) LLC (BLUAE)

Balmer Lawrie (UAE) LLC continued to face the effects of the recessionary conditions all around the world, diffi cult local market conditions, intense competition in certain product segments and customer expectations of lower prices during the year 2011.

Despite the above factors, BLUAE achieved satisfactory performance during the year 2011. Prices of CR Steel, HDPE & Tinplate went up in comparison to the previous year but there was pressure from customers to reduce product prices putting the margins under pressure. Competitor activities were quite intense thereby causing concern. Nevertheless, BLUAE is confi dent of meeting the challenge and maintaining its dominant position in the market by taking suitable proactive strategies.

In particular, BLUAE is taking necessary steps to control wastage, improve effi ciency and strengthen product quality so as to be more cost competitive. As in the past, BLUAE endeavors to maintain its dominant position by fulfi lling customer's needs and expectations, maintaining high business ethics and dependability as a reliable supplier at all times. In pursuit of these objectives, BLUAE continued to improve its facilities in the interest of achieving product/technology up-gradation.

Balmer Lawrie Hind Terminals Pvt. Ltd.

During the year under report, your Company has entered into a 50:50 joint venture with Hind Terminals Pvt. Ltd. ('HT'), an Indian logistics solution company, for the purpose of operating and maintaining a Container Freight Station (CFS), at Manali, Chennai (adjacent to its existing CFS).

The said joint venture, in the form of private company limited by shares, was incorporated on 5th December 2011, in Chennai under the Companies Act, 1956, in the name and style of Balmer Lawrie Hind Terminals Pvt. Ltd. [BLHT]. BLHT has been incorporated with an authorised share capital of Rs. 5 crore. As on the date of reporting, the paid-up share capital of BLHT stands at Rs. 5 lakh.

The land has already been developed and fi re fi ghting system has been installed. Customs notifi cation (a pre- requisite for CFS business) has been obtained and BLHT is gearing-up to commence its business during 2012-13.

Memorandum of Understanding (MoU)

Your Company enters into an MoU with the Government of India, Ministry of Petroleum & Natural Gas [MOP&NG] every year detailing therein various targets on operational, financial and effi ciency parameters, customer satisfaction, human resource development etc. The Company's performance vis-a-vis the agreed targets is evaluated at the year-end by the Government of India, Department of Public Enterprises, (DPE). It is a matter of pride to report that the performance score in respect of the MoU for the year 2010-11 has been adjudged to be in the highest rating category i.e. "Excellent" by DPE. Based on the internal assessment, your Company is expected to retain the 'Excellent' rating for the financial year 2011-12 also.

Human Resource Management

The Human Resource strategy of the Company is centered around managing talent, developing leadership & managerial competencies, managing employee performance and enhancing employee engagement. Towards achieving these objectives, the Company took the following initiatives during 2011-12:

Talent Acquisition

During the year, besides inducting 39 professionals at various lateral levels in the Executive / Non-Unionized Supervisory cadre to fi ll the talent gap, the Company also inducted 10 Executive Trainees and 6 Supervisory Trainees through the campus recruitment process.

Training and Development

The Company believes in continuously honing the skills and competencies of the people with the objective of creating a leadership pipeline. With this objective, extensive training programs for employees, both in the areas of general management and specialist skill development were planned and executed. These training programmes were customized with focus on the requirement of the businesses. In all, 221 Man-days of in-house training was carried out and 57 employees were sent for specialized external programmes during the year.

Managing Performance

To enhance role clarity and on-the-job performance, a Role Directory covering all positions in the Executive cadre was documented. Further the Performance Appraisal System was also revamped and made more robust with the objective of establishing direct linkage between individual tasks and overall goals and objectives of the Company, by introducing the KPI (Key Performance Indicators) concept.

Employment of Special Categories

During the year under report, 3 employees in the SC category, 4 employees in the OBC category, 7 women employees and 3 employees in the Minorities category were recruited. The actual number of employees belonging to special categories, Group-wise, as on 31st March, 2012 was as under:-

Group Regular SC ST OBC PH Women Minorities Manpower [*] as on 31.03.2012

A 401 28 4 19 1 32 8

B 274 30 2 23 2 38 14

C 146 24 2 12 3 18 5

D 619 85 10 21 6 6 95 [including D1]

Total 1440 167 18 75 12 94 122

[*] On and from 08th September, 1993 onwards

Employee Relations

Your Company believes in open and transparent policy in dealing with the collectives. The terms and conditions of service of employees are fi nalized through periodical bilateral discussions. The Long Term Settlements covering the wages, allowances and benefits of the unionized employees have been signed for all Kolkata and Mumbai based establishments. Employee relations continued to be cordial at all units / locations of the Company and there were no instances of any major industrial unrest at any of the locations of the Company, during the year.

Employee Engagement and Welfare

An effective work culture has been established in the organization which encourages participation and involvement of employees in activities beyond work. Towards furthering this, during the year, the 146th Foundation Day was celebrated in all units and establishments across the country. The employees and their family members participated in large numbers and made the event a memorable occasion. Also various programmes like Annual Sports Day, Cultural Evening, picnics etc. were organized by the Recreation Club at all major locations of the Company.

Implementation of The Persons with Disabilities [Equal Opportunities, Protection of Right and Full Participation] Act, 1995

In compliance with the above Act, the Company has identifi ed positions for recruitment of persons with disabilities. Action for recruitments is being initiated to fi ll up the shortfall.

Implementation of Offi cial Language

To ensure implementation of Rajbhasha policy of the

Government of India, your Company has taken several steps to promote usage of Hindi in offi cial work. Various activities like workshops, meetings, etc. were organized during the year and the Rajbhasa Pakhwada was celebrated at all locations of the Company. Eleven employees were nominated for 'Praveen' and 'Pragya' examinations. During the year the Offi cial Language Parliamentary Committee inspected the Mumbai Office and Head Office at Kolkata and expressed overall satisfaction on implementation of Offi cial Language in the Company.

Women Empowerment

Your Company not only provides equal opportunities for women in employment but also ensures that the requisite work ambience exists for women employees at all locations. The percentage of women employees amongst the new recruits is on the rise with 7 women employees joining the Company during the year under report. The strength of women employees is 6.32%, despite the fact that a large chunk of our workforce constitutes shop fl oor workers.

Occupational Health and Safety

Your Company is committed to maintaining a Safe, Healthy and Sustainable work environment in all its operations. Towards furthering this objective, during the year, a specialist resource was recruited at the corporate level to develop, guide, monitor and promote Health, Safety & Environment issues in the Company.

Environmental Protection and Sustainability

The Company accords high priority to Environment protection, hence various enabling measures have been put in place. Treatment/discharge of effl uents conforms to the standards laid down by the regulatory authorities in all the Plants and Manufacturing Facilities. An integrated sewage treatment plant was commissioned at Manali in Chennai during the year to treat domestic effl uent and discharged waste as per Central Pollution Control Board norms. Most production units of the Company are ISO 14001 & 18001 certifi ed. SBU: Tea unit at Kolkata achieved OHSAS 18001 and ISO 22000 accreditation during the year.

The Company has initiated action to reduce power consumption and generation of waste in all its Manufacturing Units. The power & fuel consumption at each of the manufacturing plants are monitored so as to ensure that quantity of usage per unit of output is progressively reduced. Container Freight Station at Kolkata built an Integrated Railway Siding and procured 15 fl at wagons to set up a "Merry-Go-Round" service between Kolkata Dock System [Port] and the Container Freight Station of the Company. This has helped the "green cause" as evacuation of containers from the port to the CFS is now also being done using Rail Flat Wagons of the Company, thereby reducing carbon footprints related to transportation.

Towards reducing carbon footprints, energy audits were carried out in 3 manufacturing Units in Chennai and recommendations for energy savings were implemented. Technological up-gradations in the manufacturing processes are being done continuously to ensure environmental protection. Also, the R&D team is constantly working to identify raw materials, processes and technologies, which would have minimum impact on the environment. The Application Research Laboratory of the Company has made signifi cant progress in developing a number of biodegradable lubricants such as hydraulic fl uids, gear oils for high temperature applications and engine oils for 4 stroke gasoline engines etc.

Implementation of ERP

Your Company has commenced the work of ERP implementation from February, 2012. Through this large scale transformational project, all the business units would be brought under one integrated system. The implementation is being done in a phased manner which is as follows:

[a] Phase 1 – Human Resource, Finance and Industrial Packaging functions

[b] Phase 2 – Greases & Lubricants, Performance Chemicals, Projects and Refi nery & Oilfi eld Services

[c] Phase 3 – Tea, Tours & Travel, Logistics Services and Logistics Infrastructure

The ERP package adopted is SAP, and the project is being driven with Price Waterhouse as the ERP Consultant and TCS as the implementation partner. A core team of 35 members drawn from various SBUs and corporate functions and 12 members drawn from the IT department has been formed to collaborate and drive the changes required.

Progress on principles under 'Global Compact'

Your Company is a founder member of the Global Compact, and it remains committed to further the principles enumerated under the Global Compact programme. The details of various initiatives taken on the subject can be noted from the Communication of Progress (CoP) uploaded on the website of the Company.

Vigilance

The Company is committed to ethical practices of business. In order to maintain probity and transparency in the Company, a multi-pronged strategy, consisting of preventive, deterrent and punitive measures, has been adopted.

Under the integrity initiative, good practices were developed to encourage a culture, free from corruption. A web based complaint registering system has been introduced to increase transparency and accessibility. Tender documents and list of contracts awarded during a month are also uploaded on the website of the Company. A number of systems improvement measures were undertaken by the Vigilance Department in order to promote transparency and fair play and to ensure optimal utilization of the resources and thereby nurture the spirit of corporate governance.

Compliance of Right to Information Act, 2005

The Right to Information Act, 2005 ("the RTI Act") is applicable to the Company being a Public Authority within the coverage of the statute. In accordance with the provisions of the RTI Act, various disclosures of information, which are mandatory, have been set out on the website of the Company. Additionally, the Company furnishes monthly as well as annual reports within prescribed time-line to the Ministry of Petroleum & Natural Gas, Government of India pertaining to requests for information received under the RTI Act. Monthly reports are being placed on the website from June 2011 pursuant to the advice received from the Ministry aimed at strengthening implementation of the RTI Act.

An extract of the Annual Report for the financial year 2011-12 as furnished to the Administrative Ministry is set out below for information of the Members:

The rejections mentioned in Column 5 were made considering the exemptions from disclosure of information as envisaged in Section 8 of the RTI Act.

Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo

As required under Section 217 (1) (e) of the Companies Act, 1956, ("the Act") read with Rule 2 of the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988, the information is annexed.

Directors' Responsibility Statement

Pursuant to the requirement under Section 217 (2AA) of the Act, it is hereby confi rmed:

(i) That in the preparation of the accounts for the financial year ended 31 March 2012, the applicable accounting standards have been followed and there was no departure from such standards;

(ii) That the Directors have selected such accounting policies and applied them consistently and made judgment 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 on 31 March 2012 and of the profit of the Company for the said financial year;

(iii) That the Directors have taken proper and suffi cient care for the maintenance of adequate accounting records in accordance with the provisions of the Act, for safeguarding the assets of the Company and for detecting and preventing fraud and other irregularities;

(iv) That the Directors have prepared the accounts for the financial year ended 31 March 2012 on a 'going concern' basis.

Consolidated Financial Statement

The financial statements of your Company have been duly consolidated with its subsidiary and joint ventures pursuant to Clauses 32, 41 and 50 of the Listing Agreement with the Stock Exchanges. For the purpose of such consolidation, the Accounting Standards -- especially, AS 21 and 27 -- have been adhered to.

Report on Corporate Governance

A detailed report on the compliance of Corporate Governance is also furnished with this Report, as required under Clause 49 of the Listing Agreement with the Stock Exchanges, along with the Auditors' Certifi cate regarding Compliance of the conditions of Corporate Governance.

Particulars of Employees

No employee received remuneration of Rs. 5,00,000 or more per month or Rs. 60,00,000 per annum during the financial year 2011-12 and hence no detail is required to be attached with this Report pursuant to the disclosure under Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules 1975.

Comments of Comptroller & Auditor General of India

The comments of the Comptroller & Auditor General of India, under Section 619(4) of the Companies Act, 1956 on the Accounts of the Company for the financial year ended 31 March 2012 is set out elsewhere in the Annual Report.

Directors

In accordance with the provisions of Article 12 of the Articles of Association, Shri P.K.Bora and Shri Asish

Bhattacharyya would retire by rotation at the ensuing Annual General Meeting and they are eligible for reappointment at the said Meeting.

The six Independent Directors of the Company – viz., Shri K C Murarka, Shri Arun Seth, Shri M.P.Bezbaruah, Shri P.K.Bora, Shri Asish K. Bhattacharyya and Smt. Abha Chaturvedi -- had been appointed for a period of three years on 26 December 2008 inter alia pursuant to the direction / advice of the Ministry of Petroleum & Natural Gas, [MOP&NG] Government of India under Article 7A of the Articles of Association of the Company. Initial three-year term of their appointment expired on 25 December 2011, whereupon the Company approached the Administrative Ministry seeking their re-appointment / extension of tenure / appointment of new Independent Directors, as the Ministry deems fit.

The Company received a response from the Administrative Ministry advising that keeping in view the exigency of the situation, the Company may take action in accordance with provisions of its Articles of Association and/or with the relevant provisions of the Companies Act, 1956."Accordingly, the Company through its Board extended the tenure of directorship of the aforesaid six non-offi cial part-time Independent Directors on the Board of the Company by a period of 3 years commencing 26 December 2011 or until further orders from MOP&NG, whichever is earlier.

Shri S K Mukherjee, who was appointed a whole time Director on 8 October 2002 in the position of Director [Finance] -- and later on became the Managing Director of the Company and subsequently re-designated as Chairman & Managing Director -- retired from the services of the Company at the close of business hours of 31 December 2011 upon attaining the age of superannuation. Shri Virendra Sinha, erstwhile Director [Service Business] has been appointed in his place as Chairman & Managing Director and has assumed Office with effect from 1 January 2012.

Shri V N Sharma, who was appointed a whole time Director on 20 January 2005 in the position of Director [Manufacturing Businesses], retired from the services of the Company at the close of business hours of 31 July 2012 upon attaining the age of superannuation. Shri Anand Dayal, erstwhile Executive Director [Industrial Packaging] has been appointed in his place as Director [Manufacturing Business] and has assumed offi ce with effect from 1 August 2012.

The Board places on record its deep appreciation of the commendable performance and signifi cant contribution made by Shri Mukherjee and Shri Sharma during their respective tenure as directors of the Company.

Shri P.P.Sahoo, erstwhile Executive Director [Human Resource] has been appointed Director [Human Resource & Corporate Affairs] and has assumed Office with effect from 14 December 2011. Shri Niraj Gupta, erstwhile Executive Director [Logistics] has been appointed Director [Service Business] and has assumed Office with effect from 27 July 2012.

The Government Nominee Directors, Shri VLVSS Subba Rao and Shri Shri Prakash have ceased to be on the Board of the Company with effect from 14 August 2012 consequent to rationalization of the Boards of Directors of PSEs by the Government of India and Shri Partha S. Das has been appointed Government Nominee Director on the Board of your Company from the same date. The Board places on record its deep appreciation of the signifi cant contribution made by Shri Subba Rao and Shri Prakash during their respective tenures as Government Nominee Directors.

A Brief Profi le of the Directors appears elsewhere in the Report.

Auditors

Your Company being a Government Company, Auditors are appointed or reappointed by the Comptroller and Auditor General of India in terms of Section 619(2) of the Companies Act, 1956. Letter of appointment of Auditors for the year 2012-13 has been received by the Company. However, the remuneration of the Auditors for the year 2012-13 is to be determined by the members at the ensuing Annual General Meeting as per Sections 224(8) (aa) and 619 of the Act.

Auditors' Report

Members may note that the Auditors' Report dated 26 May 2012 for the year ended 31 March 2012 does not contain any reservation or qualifi cation. However, the Statutory Auditors have made the following observations in their Report:

QUOTE

The internal control system regarding management of debtors and generation of scrap by the manufacturing units of the Company needs to be further strengthened.

UNQUOTE

Explanatory Management Reply as approved by the Board:

QUOTE

The Company has a system of review of debtors on a periodic basis at various levels of the organization and all outstanding debts are followed up for collection regularly. Major part of the debts of the Company are outstanding from PSUs / Government and there are often delays in getting payments. However, the comments of the Statutory Auditors have been noted and the Company will make efforts for further strengthening of follow-up and monitoring system.

As regards, management of scrap generation, the Company has a well laid down system, comparable to that practiced in similar industries, for monitoring / disposal of such manufacturing scrap. Such procedure was reviewed during 2011-12 and improvements by way of commencement of daily weighment of scraps generated were put in place in three of the manufacturing units of the Company. It is felt that the present system of monitoring / disposal of scrap is commensurate with the nature and quantum of scrap generated by the Company.

UNQUOTE

Acknowledgement

The Company's Board is focused on creation of enduring value for all stakeholders utilizing multiple drivers of growth in the form of the diverse Strategic Business Units of the Company.

The Directors place on record their sincere appreciation of the signifi cant contribution made by the employees towards realization of new performance milestones. The Board of Directors also places on record its deep appreciation of the support and confi dence reposed in the Company by the customers and the dealers who have contributed towards customer-care orientation of the Company. The Directors would also wish to thank the vendors, business associates /consultants, bankers, auditors, solicitors and all other stakeholders for their continued support to the Company.

The Directors are also thankful to Balmer Lawrie Investments Ltd. (the Holding Company) and the Ministry of Petroleum & Natural Gas, Government of India, for their valuable guidance and support.

Finally, the Directors wish to place on record their special appreciation to the valued Shareholders of the Company for their unstinted support towards fulfi llment of its corporate mission.

Registered Office: On behalf of the Board of Directors Balmer Lawrie House Virendra Sinha

21 Netaji Subhas Road Chairman & Managing Director Kolkata – 700001.

Date: 14 August 2012 K Subramanyan

Whole-time Director

---

Mar 31, 2011

Dear Members,

The Directors have pleasure in presenting the 94th Report on the state of affairs of your Company for the financial year ended 31 March 2011, together with the audited Balance Sheet and Profit & Loss Account of the Company.

Overall Financial Results (Rs. In lakh)

Financial Results Consolidated Financial

for the Company Results

Year ended 31 March Year ended 31 March

2011 2010 2011 2010

Surplus for the year before Finance Charge, depreciation and tax 19616 16714 23970 20856

Deduct there from:

Finance Charge and depreciation 1512 1416 5191 5523

Provision for Taxation 5995 3569 5947 3349

12109 11729 12832 11984

Add Transfer from:

Profit & Loss Account 16565 12204 26248 21746

Total amount available for Appropriation: 28674 23933 39080 33730

Appropriations:

Proposed Dividend [@ Rs. 26.00 per equity share (previous year Rs. 23.00 per equity share) of the Company] 4234 3746 4583 3778

Corporate Tax on Dividend 687 622 706 653

Transfer to General Reserve / Minority interest etc. 3000 3000 3045 3051

Surplus carried forward to next year 20753 16565 30746 26248

Total of Appropriations 28674 23933 39080 33730

Overview

Your Company recorded significant achievements in the year 2010-11, some of which are as follows:

- The Company recorded its highest ever Turnover with net sales at Rs. 2050 crore as against Rs. 1673 crore in 2009-10, marking an increase of 23% over the previous year.

- Profit Before Tax increased from Rs. 153 crore in 2009-10 to Rs. 181 crore in 2010-11, an increase of more than 18% over the previous year.

- Profit After Tax increased from Rs.117 crore in the previous year to Rs. 121 crore, in 2010-11, an increase of 3% over the previous year.

- Four business segments viz., Tours & Travel, Industrial Packaging, Greases & Lubricants, Logistics Infrastructure & Services stood out as the main revenue generators.

Dividend

A dividend of Rs. 26 per equity share of Rs. 10 each [equivalent to 260%] for the year ended 31 March 2011 -- as against Rs. 23 per equity share in the previous year -- has been recommended by the Board of Directors for declaration by the Members at the ensuing 94th Annual General Meeting to be held on 23 September 2011. The trend of past dividend payment is depicted below:

Management Discussion and Analysis Report

An analytical Report on the businesses of your Company is furnished along with this report under the heading "Management Discussion and Analysis".

Report on Subsidiary Balmer Lawrie (UK) Ltd.

Balmer Lawrie (UK) Ltd ('BLUK') is a wholly owned subsidiary of your Company incorporated in the U.K. BLUK was earlier engaged in Leasing & Hiring of Marine Freight Containers and Tea Warehousing, Blending & Packaging. After exiting these two businesses, the company utilized the proceeds to fund other business opportunities.

BLUK has to date invested approximately US $ 1.32 million [including US$ 0.14 million in 2010-11], equivalent to Indonesian Rupiah12.30 billion, representing 50% of the paid- up equity share capital of the joint venture company, PT. Balmer Lawrie Indonesia (PTBLI), formed to manufacture and market lubricating greases and other lubricants in Indonesia.

PTBLI's plant is in advanced stage of completion and is expected to be commissioned by September 2011.

Exemption from attaching accounts of the Subsidiary

In the past the Ministry of Corporate Affairs, New Delhi had exempted your Company from attaching with the Company's Accounts, the Annual Accounts of Balmer Lawrie (UK) Ltd pursuant to Section 212(8) of the Companies Act, 1956. Recently, under its General Circular No. 2/ 2011(Ref. No. 5/ 12/2007-CL-III) the Ministry of Corporate Affairs, Government of India has stipulated that the provisions for attachment of the accounts of the subsidiary shall not apply if the conditions specified therein -- including consent of the Board of Directors of the concerned company by resolution, for not attaching the Balance Sheet of the subsidiary -- are duly fulfilled. These conditions have been duly complied with by your Company and the consent of the Board for the non-attachment of the subsidiary's Annual Accounts has also been obtained.

However, such accounts have been duly consolidated in terms of applicable Accounting Standards and have been shown translated into the Indian Rupee.

Report on Joint Ventures AVI-OIL India Private Ltd. (AVI-OIL)

During 2010-11 Avi-Oil has recorded lower sales of Rs. 34 crore as against Rs. 40 crore achieved in the previous year. The decline has been due to delay in the renewal of the rate contract with its major customer and consequent lower off-take.

Avi-Oil participated in the International Aerospace Exposition "AERO INDIA 2011" at Bengaluru, projecting the theme of 'Self-Reliance'. The contribution of Avi-Oil towards indigenisation of aerolubes was well appreciated by the visitors.

During the year, Avi-Oil continued to maintain its registrations with Director General Aeronautical Quality Assurance, Director General of Civil Aviation and other registrations. An audit of Avi-Oil's production, quality assurance and documentation were conducted by Nyco, France. To augment its production facilities, Avi-Oil effected several improvements in its blending and filling operations and launched a novel pack design for certain aerolubes after validation by the concerned customers / authorities. Exports of esters to Nyco continued and efforts were initiated to develop certain industrial speciality products based on the high quality esters.

Balmer Lawrie-Van Leer Ltd. (BLVL)

BLVL's net sales, inclusive of other income increased to Rs. 17761 lakh in 2010-11 from Rs. 15727 lakh in the previous year. The demand for Drum Closures both in the local and export market continued to be buoyant throughout the year and business improved significantly with net sales up by about 11% compared to the previous year. In Plastic Containers sales volume of Valerex 20 range increased by 9% over the previous year.

During the year 2010-11, the Profit Before Tax of BLVL increased to Rs. 1005 lakh from Rs. 767 lakh in 2009-10, an increase of 31%.

During the current financial year ICRA Ltd. upgraded BLVL's Short term rating from A2 to A2 and Long term rating from LBBB to LA – reflecting an improvement of its financial health.

Transafe Services Limited (TSL)

TSL achieved a turnover of Rs. 76.4 crore during 2010-11— a fall of around 7% compared to the turnover of Rs. 82.47 crore during the previous year – and recorded loss (before tax) of Rs. 16.2 crore. Performance of TSL during 2010-11 was adversely affected due to severe fund crunch faced during major part of the year. While TSL's turnover was broadly in line with the projections made for the year, it recorded considerably higher loss largely on account of making provision against old un-reconciled debtors. TSL achieved EBIDTA [Earnings Before Interest, Depreciation, Tax and Amortization] of Rs. 15.1 crore as compared to Rs. -10.9 crore in the previous year.

The business activities of TSL include Leasing of freight containers, Logistics services including Warehousing operations, manufacture of custom-designed freight containers, Bunk Houses and other container derivatives. It is expected that TSL would achieve improved performance during 2011-12.

A scheme for restructuring the debts of TSL under the Corporate Debt Restructuring (CDR) mechanism was approved in October 2010. In terms of the CDR scheme, your Company has infused Rs. 7.8 crore into TSL -- Rs. 6 crore towards 60,00,000 Cumulative Redeemable Preference Shares [CRPS] of Rs. 10 each for cash at par and the balance Rs. 1.8 crore as unsecured loan, which would bear interest at the rate of 8.5% per annum till March 2015 and 9.5% thereafter. The unsecured loan of Rs. 7.3 crore earlier provided by the Company in 2009 to TSL, has also been converted in to 73,00,000 CRPS of Rs. 10 each at par.

Further to the criminal complaint filed by TSL against Shri Gopal Krishna Mukerjea, former Managing Director & CEO of TSL (accused no.1), Shri Prithwi Manas Mitra , former Senior Vice President (Finance) of TSL (accused no.2) and certain other executives of TSL, it is known that the accused no.1 and 2 were arrested on 3rd December, 2010 and placed under judicial custody pending investigations. It is gathered that they were released on bail on 3rd March 2011. Further action by the state in the matter is awaited.

The Company, along with the other shareholder in TSL – Balmer Lawirie-Van Leer Ltd (BLVL) - has filed a civil suit against the erstwhile majority shareholders represented by ICICI Ventures, before the Calcutta High Court on 12th May 2011, seeking relief inter alia to the effect that the sale of shares in TSL to the Company and BLVL by ICICI Ventures is void entailing consequent restoration of all advantages derived by each party from the void contract.

Balmer Lawrie (UAE) LLC (BLUAE)

Despite the continuing effects of the global recessionary conditions, difficult local market conditions including intensified competition and pressure on product pricing, BLUAE turned in excellent results during the year 2010. Prices of main raw materials, viz. CR steel, Tinplate and HDPE showed softening trend internationally for most part of the year; with HDPE prices staging a mid-year reversal.

BLUAE is bracing itself to face the challenges and maintain its pre-eminent position in the market. The company continues to upgrade its facilities and systems to achieve process, product and technological improvements and further enhance service levels with the aim of strengthening its position as the most preferred vendor to customers in the region, maintaining the highest level of business ethics and dependability.

Memorandum of Understanding (MoU)

Your Company enters into an MoU with the Government of India, Ministry of Petroleum & Natural Gas (MOP & NG) every year detailing therein various targets on operational, financial and efficiency parameters, customer satisfaction, human resource development etc. The Company's performance vis- a-vis the agreed targets, is evaluated at the year-end by the Government of India, Department of Public Enterprises, (DPE). It is a matter of pride to report that the performance score in respect of the MoU for the year 2009-10 has been adjudged to be in the highest rating category i.e. "Excellent" by DPE.

The MoU criteria for 2011-12 includes a number of new criteria like Corporate Social Responsibility and Corporate Governance as per directions received by the Company from MOP&NG.

Human Resource Management

Human Resource strategy of the Company devolves around managing talent, developing leadership & managerial competencies, managing employee performance and enhancing employee engagement. Towards achieving these objectives, the Company put in place the following initiatives during 2010-11:

Talent Acquisition

During the year, besides inducting 27 professionals at various levels in the executive cadre to fill the talent gap, the Company also inducted 15 Executive Trainees and 5 Supervisory Trainees through the campus recruitment process.

Training and Development

Your Company believes in continuously honing the skills and competencies of the people with the objective of creating a leadership pipeline. With this objective in mind, the Company planned and organized exhaustive training programmes for its employees: both in General Management as well as in specialist skill development focusing on the requirement of the businesses. Whereas 443 man- days of internal training activity were undertaken, 35 employees were sent for specialized external programmes during the year.

Managing Performance

In order to enhance role clarity and improve on-the-job performance, a Role Directory, covering all positions in the Executive cadre was rolled out in the year under report. Further, the Performance Appraisal System for Executives has been redesigned and made more robust with the objective of establishing greater direct linkage between individual tasks and overall goals & objectives of the Company.

Employment of Special Categories

The actual number of employees belonging to special categories, Group-wise, as on 31st March 2011 is given below:

Group Regular SC ST OBC Physically Women Minorities Manpower [*] Challenged as on 31 March 2011

A 391 31 4 17 1 29 7

B 264 29 2 23 2 35 14

C 148 24 2 12 3 18 5

D 614 85 10 21 6 6 95

Total 1417 169 18 73 12 88 121

[*] Recruited on and from 8th September, 1993 onwards being the date from which OBC reservation was made applicable.

Employee Relations

The Company believes in open and transparent policy in dealing with the collectives. The terms and conditions of service are finalized through bilateral discussions. Employees are represented in Trusts formed by the Company to administer various employee welfare schemes.

Discussions on the Long Term Settlements covering the wages, allowances and benefits of the unionized employees are in progress at all locations of the Company.

Employee relations continued to be cordial at all units / locations and during the year, there was no major instance of industrial unrest at any location of the Company.

Implementation of The Persons with Disabilities

[Equal Opportunities, Protection of Right and Full Participation] Act, 1995

In compliance with the above Act, the Company has identified positions for recruitment of persons with disabilities. Action for recruitments is being initiated fill up the shortfall.

Implementation of Official Language

To ensure implementation of Rajbhasha policy of the Government of India, the Company has taken several steps to promote usage of Hindi in official work. Various activities like workshops, meetings, etc. were organized during the year and the Rajbhasa Pakhwada was celebrated at all locations of the Company. Employees were also nominated for Praveen and Pragya examinations. The Company also took the lead in organizing an Official Language workshop in Mumbai for the Town Official Language Implementation Committee. The Official Language Committee of the Parliament inspected the Delhi Office of the Company and expressed its satisfaction with the manner of Hindi implementation in the Company.

Women Empowerment

The Company not only provides equal opportunities for women in employment but also ensures that the requisite work ambience exists for women employees at all locations. The percentage of women employees amongst the new recruits is on the rise.

Progress on principles under 'Global Compact'

Your Company is a founder member of the Global Compact, and it remains committed to further the principles enumerated under the Global Compact programme. The details of various initiatives taken in this regard can be found in the Communication of Progress uploaded on the website of the Company.

Vigilance

The Company is committed to ethical conduct of business. The main thrust of Vigilance administration is to create a culture of integrity and probity in the organization. In order to bring about a fair and transparent environment, surveillance inspections were carried out in the various units of the Company to detect corruption and recommend remedial measures. Punitive and deterrent action, where required, is also undertaken.

In the interest of inculcating transparency in the award of contracts, tender documents and list of contracts awarded during the month are uploaded on the website of the Company. Preventive vigilance and various systems improvement activities were also undertaken by the Vigilance Department in order to ensure optimal utilization of resources of the Company and maximization of shareholder value.

Compliance of Right to Information Act, 2005

The Right to Information Act, 2005 ("the RTI Act") is applicable to the Company. In accordance with the provision of the RTI Act, various disclosures of information, which are mandatory, have been set out on the website of the Company. Additionally, the Company furnishes monthly as well as annual reports within prescribed time line to the Ministry of Petroleum & Natural Gas, Government of India pertaining to requests for information received under the RTI Act. Monthly reports are being placed on the website from June 2011 pursuant to the advice received from the Ministry aimed at strengthening implementation of the RTI Act.

An extract of the Annual Return for the financial year 2010-11 as furnished to the Administrative Ministry is set out below for information of the Members:

Progress in 2010-11

Opening Received No. of cases Decisions Decisions Balance as during the Year transfer -red to where where on 01/ 04/ (including cases other Public requests/ requests/ 2010 transferred to Authorities appeals appeals other Public rejected accepted Authority)

(1) (2) (3) (4) (5) (6)

Requests 1 35 NIL 2 34

First Appeals 0 5 NIL – 5

The rejections mentioned in Column 5 were made considering the exemptions from disclosure of information as envisaged in Section 8 of the RTI Act.

Conservation of Energy, Technology Absorption and Foreign Exchange

Earnings and Outgo

As required under Section 217 (1) (e) of the Companies Act, 1956, ("the Act") read with Rule 2 of the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988, the information is annexed.

Directors' Responsibility Statement

Pursuant to the requirement under Section 217 (2AA) of the Act, it is hereby confirmed:

(i) That in the preparation of the accounts for the financial year ended 31 March 2011, the applicable accounting standards have been followed and there was no departure from such standards;

(ii) That the Directors have selected such accounting policies and applied them consistently and made judgment 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 on 31 March 2011 and of the profit of the Company for the said financial year;

(iii) That the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act, for safeguarding the assets of the Company and for detecting and preventing fraud and other irregularities;

(iv) That the Directors have prepared the accounts for the financial year ended 31 March 2011 on a 'going concern basis'.

Consolidated Financial Statement

The financial statements of your Company have been duly consolidated with its subsidiary and joint ventures in pursuance of Clauses 32, 41 as well as 50 of the Listing Agreement with the Stock Exchanges. For the purpose of such consolidation, the Accounting Standards – especially, AS 21 and 27 – have been adhered to.

Report on Corporate Governance

A detailed report on the Corporate Governance compliance is also furnished with this Report as required under Clause 49 of the Listing Agreement with the Stock Exchanges along with the Auditor's Certificate regarding Compliance of the conditions of Corporate Governance.

Particulars of Employees

During the financial year 2010-11, the Company did not have any employee who received remuneration at a rate of Rs. 5,00,000 or more per month or Rs. 60,00,000 per annum. Therefore, the disclosure pursuant to the provisions under Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975, has not been made.

Comments of Comptroller & Auditor General of India

The comments of the Comptroller & Auditor General of India, under Section 619(4) of the Companies Act, 1956 on the Accounts of the Company for the financial year ended 31 March 2011 is set out elsewhere in the Annual Report.

Directors

In accordance with the provisions of Article 12 of the Articles of Association, Shri VLVSS Subba Rao, Shri K C Murarka, Shri Arun Seth and Shri M P Bezbaruah would retire by rotation at the ensuing Annual General Meeting and they are eligible for reappointment at the said Meeting.

A Brief Profile of the above Directors appears elsewhere in the Report.

The six Independent Directors of the Company – viz., Shri K C Murarka, Shri Arun Seth, Shri M.P.Bezbaruah, Shri P.K.Bora, Prof. Asish K. Bhattacharyya and Smt. Abha Chaturvedi – had been appointed on 26 December 2008 inter alia pursuant to the direction / advice of the Ministry of Petroleum & Natural Gas, Government of India under Article 7A of the Articles of Association of the Company. As the tenure of Independent Directors would expire on 25 December 2011 on completion of their approved term, application has been made to the Ministry for appointment of Independent Directors or renewal of term of office of the existing Independent Directors.

The Company has received an advice dated 29 July 2011 from the Ministry of Petroleum & Natural Gas, Government of India, being the Administrative Ministry, intimating that the Competent Authority has concurred with the proposal for re- designation of the post of Managing Director of the Company as Chairman & Managing Director. In terms of the said letter and as per resolution passed by the Board at its meeting held on 11 August 2011, Shri S K Mukherjee, Managing Director has been re-designated as Chairman & Managing Director of the Company with effect from 29 July 2011 with all other terms & conditions of his appointment remaining unchanged.

Auditors

Your Company being a Government Company, Auditors are appointed or reappointed by the Comptroller and Auditor General of India in terms of Section 619(2) of the Companies Act, 1956. The remuneration of the Auditors for the year 2011- 12 is to be determined by the members at the ensuing Annual General Meeting as per Sections 224(8)(aa) and 619 of the Act.

Auditors' Report

Members may note that the Auditors' Report dated 28 May 2011 for the year ended 31 March 2011 does not contain any reservation or qualification. However, the Statutory Auditors had made the following observations in their Report.

QUOTE

ICICI Venture Fund Management Co. Ltd. exited the joint venture unit, Transafe Services Ltd. [TSL] with full benefits without retaining any right of recovery on the part of Balmer Lawrie & Co. Ltd. [BL] for possible losses. Specific joint venture agreement between BL and ICICI specifying the exit clause, important for any joint venture agreement could not be provided.

Consequent to exit of ICICI Ventures from TSL, the entire financial burden fell upon and/or assumed by Balmer Lawrie & Co. Ltd.(BL) for arranging necessary fund for settling the accounts of ICICI Ventures with premium as well as bringing in new partner namely Balmer Lawrie Van Leer Ltd. (BLVL), another unit of joint venture arrangement with BL.

Investment of Rs. 553.28 lakhs during the previous year, a fresh further investment of a sum of Rs.1330.00 lakh during the current year by way of acquiring preference shares in TSL and providing unsecured loan of Rs. 1817.92 lakh to BLVL for the purpose of purchase of shares held by ICICI Venture, was done without going through a process of Due Diligence. In addition, the interest falling due for payment as on 31/3/2011 has also been not serviced. Therefore, in our opinion, all these investments totalling to Rs. 3701.20 lakh appear to be prejudicial to the interest of the Company.

UNQUOTE

Explanatory Management Reply as approved by the Board:

During the year the Company has invested Rs. 6 crore towards subscriptions to Convertible Redeemable Preference Shares (CRPS) in addition to converting earlier loan of Rs. 7.30 crores to CRPS. Further the Company has extended an unsecured loan of Rs. 1.80 crore during the year to TSL. These have been done in compliance with the Company's obligation as Promoter to TSL under the restructuring scheme approved under the CDR mechanism.

In 2009-10 the Company has acquired the shares held by two Funds represented by the respective Trustees and acting through their Investment Manager, ICICI Venture Fund Management Co. Ltd. [collectively referred to as ICICI Ventures] in Transafe Services Ltd. (TSL), a joint venture of the Company when ICICI Ventures desired to exit from TSL. Looking at the business prospects of TSL, increasing Company's holding in TSL to 50% was considered as an appropriate strategy to strengthen its presence in the logistics business.

The Company did not engage an external agency for due diligence considering the fact that TSL was a group company. However, as a normal practice it carefully assessed the financials based on audited financial statements of TSL and additional Board level information available to the Company. Subsequent to the Company increasing its holding in TSL to 50% and exit of ICICI Ventures, the accounting fraud was detected and criminal cases have been filed against TSL's erstwhile Managing Director, Chief Financial Officer and others. A plaint has also been filed before the Calcutta High Court against ICICI Venture for appropriate remedies.

The Shareholders' Agreement of TSL had an exit clause specifying the procedure for finalization of the exit price, which was adhered to in the process.

Considering the above factors, investments made by the Company in TSL are not prejudicial to the interest of the Company and are expected to create value for shareholders and other stakeholders in the long run.

The Statutory Auditors also commented in their Audit Report that the internal control system as regards management of debtors and generation of scrap by the manufacturing units of the Company needs to be further strengthened.

Explanatory Management Reply as approved by the Board:

The Company has a system of review of debtors on a periodic basis at various levels of the organisation and all outstanding debts are followed up for collection regularly. Major parts of the debts of the Company are outstanding from PSUs/ Government and there are often delays in getting payments. However, the comments of the Statutory Auditors have been noted and the Company will make efforts for further strengthening of follow-up and monitoring system.

As regards management of scrap generation, the Company has a well laid down system, comparable to that practiced in similar industries, for monitoring/disposal of such manufacturing scrap. In view of the observations of the Statutory Auditors such procedure will be reviewed during 2011-12 and improvements to the extent feasible, would be incorporated.

The Statutory Auditors further observed in their Audit Report that in their opinion, the Company's present internal audit system as conducted in phased manner, by a firm of chartered accountants, is commensurate with its size and nature of its business but the same needs to be strengthened with regard to widening the coverage of various areas like investments made and its follow-up and in the matter of scrap management.

Explanatory Management Reply as approved by the Board:

The scope of Internal Audit was strengthened during the year and was considered fairly adequate. However, the Company, as a practice, reviews the scope of the Internal Audit programme on a yearly basis and effects modifications/ improvements as deemed necessary and that the observations of the Statutory Auditor would be duly considered during such review.

The Statutory Auditors have also opined that the Balance Sheet of the Company as at 31 March 2011 and the Profit & Loss account and the Cash Flow Statement for the year ended on that date are in agreement with the books of account and comply with the Accounting Standards referred to in Section 211(3C) of the Act.

Acknowledgement

The Company's Board is focused on creation of enduring value for all stakeholders utilizing multiple drivers of growth in the form of the diverse Strategic Business Units of the Company.

Your Directors wish to place on record their appreciation of the support and confidence reposed in the Company by the customers and the dealers who have contributed towards customer-satisfaction. The Directors also acknowledge the contribution of the employees and their co-operation, dedication, commitment and perseverance towards achievement of new performance milestones. The Directors would also wish to thank the vendors, business associates / consultants, bankers, auditors, solicitors and all other stakeholders for their unstinted support to the Company.

The Directors are also thankful to Balmer Lawrie Investments Ltd. (the Holding Company) and the Ministry of Petroleum & Natural Gas, Government of India, for the valuable guidance, support and co-operation extended to the Company.

Finally, the Directors also wish to place on record their special appreciation to the valued Shareholders of the Company for their support.

Registered Office: On behalf of the Board of Directors

Balmer Lawrie House S K Mukherjee

21 Netaji Subhas Road Chairman & Managing Director

Kolkata – 700 001.

Date : 11 August 2011 K Subramanyan

Wholetime Director

---

Mar 31, 2010

The Directors have pleasure in presenting the 93rd Report on the state of affairs of your Company for the financial year ended 31 March 2010, together with the audited Balance Sheet and Profit & Loss Account of the Company.

Overall Financial Results (Rs. In lakh)

Financial Results Consolidated Financial for the Company Results Year ended 31 March Year ended 31 March

2010 2009 2010 2009

Surplus for the year before Finance Charge, depreciation and tax 16714 16726 20856 20109

Deduct therefrom:

Finance Charge and depreciation 1416 1570 5535 3716

Provision for Taxation 3569 4995 3349 5478

11729 10161 11972 10915

Add Transfer from:

Profit & Loss Account 12204 8854 21746 17509

Total amount available for Appropriation: 23933 19015 33718 28424

Appropriations:

Proposed Dividend @ Rs.23.00 per equity share 3746 3257 3778 3332 (previous year Rs.20.00 per equity share)

Corporate Tax on Dividend 622 554 653 592

Transfer to General Reserve / Minority interest etc. 3,000 3000 3051 3125

Surplus carried forward to next year 16,565 12,204 26236 21375

Total of Appropriations 23933 19015 33718 28424

Overview

Your Companys strong performance continued in 2009-10 despite difficult economic conditions, especially during the first half of the year. In a year marked by cautious approach after the significant slow-down in the growth rate in the second half of 2008-09 following the financial crisis that began in the industrialized nations in 2007 and spread to economies across the world, your Company maintained its performance, which is evident from the following:

The Company recorded net sales of Rs.1673 crore as against Rs.1697 crore in 2008-09, a marginal drop of 1% over the previous year.

Profit Before Tax increased from Rs. 152 crore in 2008- 09 to Rs.153 crore in 2009-10.

Profit After Tax which crossed the Rs.100 crore mark in the last year for the first time, further increased (from Rs.102 crore in 2008-09) to Rs. 117 crore in 2009-10, an increase of almost 15%.

Four segments viz., Industrial Packaging, Greases & Lubricants, Travel & Tours, Logistics Infrastructure & Services were the main revenue generators out of which the manufacturing businesses - Industrial Packaging and Greases & Lubricants - registered significantly higher turnover relative to the previous year.

Dividend

A dividend of Rs.23 per equity share of Rs. 10 each [equivalent to 230%] for the year ended 31 March 2010 has been recommended by the Board of Directors for declaration by the Members at the ensuing 93rd Annual General Meeting to be held on 24 September 2010 as against Rs. 20 per equity share in the previous year. The trend of past dividend payment is depicted below:

Management Discussion and Analysis Report

An analytical Report on the businesses of your Company is furnished along with this report under the heading "Management Discussion and Analysis".

Report on Subsidiary

Balmer Lawrie (UK) Ltd.

Balmer Lawrie (UK) Ltd (‘BLUK’) is a wholly owned subsidiary of your Company and its principal business activities were Leasing & Hiring of Marine Freight Containers and Tea Warehousing, Blending & Packaging. BLUK has since exited from both these business activities.

Proceeds from the sale of the above two businesses are being used to fund other business opportunities. In the financial year under report, BLUK formed an equal partnership Joint Venture with PT Imani Wicaksana, Indonesia to manufacture and market lubricating greases and other lubricants in Indonesia. The Joint Venture Company (JVC) was formed on 15th February 2010.

The JVC – now functioning under the name and style of PT. Balmer Lawrie Indonesia’ – is establishing a manufacturing plant near Jakarta with technology/know-how being provided by your Company under a Technical Collaboration Agreement.

Exemption from attaching accounts of the Subsidiary

The Ministry of Corporate Affairs, New Delhi, vide their approval no. 47/567/2010-CL-III dated 14 July 2010 has exempted your Company from attaching the Annual Accounts of Balmer Lawrie (UK) Ltd, the wholly owned subsidiary of your Company for the year ended 31 March 2010 with its Annual Accounts for the same period. However, such accounts have been duly consolidated in terms of applicable Accounting Standards.

Report on Joint Ventures

AVI-OIL India Private Ltd. (Avi-Oil)

During 2009-10, Avi-Oil sustained its performance with growth in every area as compared to the previous year, achieving the highest sales since its inception, despite several constraints and competition from imports.

Avi-Oil continued to maintain its registrations with DGAQA, DGCA, Naval Aircraft Servicing Development Organization and the Sri Lankan air-force. Avi-Oil obtained Type Approvals / Provisional Clearances from CEMILAC for number of products during the year taking the total number of approved products to 88.

In addition to the military business, Avi-Oil increased its export sale of ester base-stocks to Nyco, France and also supplied larger quantities of synthetic lubricants to the Indian Railways surmounting stiff competition.

Avi-Oil accords high priority to the environment and has consequently planted more than 1500 trees / plants within its premises and maintained its zero effluent status.

Avi-Oil has recommended dividend at the rate of Rs. 1.25 per share [equivalent to 12.5 %], for the financial year 2009-10 compared to Re. 1.00 per share [equivalent to 10%] declared and paid in relation to previous year i.e. 2008-09.

Balmer Lawrie-Van Leer Ltd. (BLVL)

BLVL started the financial year with sluggish export demand against the background of the global financial crisis. BLVL’s Steel drum closure Division is predominantly dependent on exports. The impact of global economic slowdown felt during the last quarter of 2008-09 continued till June, 2009. The sudden spurt in demand witnessed for Plastic Containers since February’09 was also short lived. However, the impact of financial stimulus and packages initiated by the developed countries like USA, UK ,China, Japan, and Indian Government in particular led to improvement in general business confidence and revival of demand both local and export since July 2009. During the first few months of the financial year, BLVL went through a consolidation phase due to slowdown especially after completion of work on capacity expansion of steel drum closure Division, which helped BLVL to end the year remarkably well by achieving overall volume growth of around 40% in steel closures and 14% in plastic containers/ liners.

During the year 2009-10 net income of BLVL grew by about 28% to Rs.15727 lakh and it achieved a profit before tax of Rs.3195 lakh, which includes a profit of Rs.2428 lakh arising out of completion of sales transaction of BLVLs property at Chembur to Hindustan Petroleum Corporation Limited as reported last year, as against a loss before tax of Rs.279 lakh in the previous year.

Transafe Services Limited (TSL)

TSL achieved a Turnover of Rs. 82.47 crore during 2009-10 -- (a fall of around 9% compared with the turnover of Rs. 90.43 crore in the previous year) and recorded a net loss (after tax) of Rs. 38.95 crore [as against Profit After Tax of Rs. 8.21 crore in the previous year].

Apart from the challenging business circumstances faced during the year consequent to the economic slowdown, which resulted in under-utilisation of capital assets acquired by TSL in the recent years, the severely adverse financial results of TSL for the year was on account of TSL having to make Prior Period adjustment of Rs. 33.3 crore in the books of TSL to correct the irregularities and financial manipulation pertaining to the previous three years when Shri Gopal Krishna Mukerjea (G K Mukerjea) was the chief executive of TSL, initially as its Manager and Chief Operating Officer and then as its Managing Director and Chief Executive Officer (MD and CEO). The financial irregularities were detected subsequent to:- (i) an independent investigation instituted by TSL (and carried out by the renowned firm KPMG) into anonymous letters alleging financial misconduct and other irregularities in TSL and (ii) the exit of the two shareholders (who together held 65% of the equity in TSL as on March 31, 2009) represented by ICICI Venture Funds Management Co. Ltd. in August/September 2009. The TSL Board relieved Shri G K Mukerjea of his responsibilities as its Managing Director & Chief Executive Officer with effect from November 21, 2009, with the immediate acceptance of his resignation.

Thereafter, TSL further engaged KPMG to conduct an independent investigation into the alleged fraudulent misstatement of financial statements and to quantify the impact of the identified misstatements. The investigation report brings out that some senior executives of TSL, had caused manipulation / falsification/mi sstatements of accounts for three years. Criminal complaints have been filed against Shri G K Mukerjea and certain others senior executives and officials of TSL before the Chief Metropolitan Magistrate, Kolkata, which has led to the Kolkata Police registering FIRs against the accused persons and investigations are underway.

During the year TSL has brought in new Internal Auditors and new Statutory Auditors were appointed for the year 2009-10 upon the resignation of the previous Statutory auditors. A new Chief Executive was appointed with effect from November 21, 2009 and measures to restore the organization to good health were initiated.

TSL is, in the meanwhile, seeking restructuring of its loan repayment and interest payment obligations to its funding banks under the Corporate Debt Restructuring [CDR] Scheme of the Reserve Bank of India. TSL has also since appointed a new Managing Director.

As a measure of conservatism, your Company has provided for its investment in TSL and is closely monitoring the developments in TSL keeping in view its equity stake of 50% in TSL (increased from 35% as on March 31, 2009), the balance being held by Balmer Lawrie-Van Leer Ltd following the exit of the ICICI Venture Funds Management Co. Ltd. in 2009 .

Balmer Lawrie (UAE) LLC (BLUAE)

BLUAE faced one of the toughest and most challenging years in 2009, against the backdrop of the world-wide recession, extremely difficult local market conditions and intense price competition in the backdrop of the economic recession causing steep fall in demand coupled with sharp decline in prices of raw materials. Margins on the products were under constant pressure throughout the year.

Despite these adverse factors, BLUAE managed to turn in satisfactory results during the year 2009. BLUAE is also confident of facing the challenges and maintaining its leadership position in the market. It is taking proactive steps to control and minimize wastage, improve efficiencies, and further enhance quality and service levels.

BLUAE values its reputation as a customer-friendly company, and focuses on fulfilling customers’ preferences, maintaining highest standards of business ethics and in being long term reliable partners for its customers and vendors. BLUAE continues to aim at improving its facilities to achieve process, product and technology up-gradation.

Memorandum of Understanding (MoU)

Your Company enters into an MoU with the Government of India, Ministry of Petroleum and Natural Gas every year detailing therein various targets on operational, financial and efficiency parameters besides matters like customer satisfaction, quality and human resource development. The targets fixed are evaluated at the year-end by the Government of India, Department of Public Enterprises (DPE). It is indeed a matter of great pride to report that your Company has obtained the highest rating category viz. “excellent” for the financial year 2008-09. Result of MoU signed for the financial year 2009-10 by the Company is still to be announced by DPE.

Human Resource Management

The Company continued to invest in enhancing the professional skills and competencies of its employees. Accordingly, more than 15% of the employees underwent training, both externally for specialized competencies and internally for upgrading generic competencies.

The Company in its efforts to reinvigorate its human resource through infusion of fresh blood has, during the year, laterally inducted 16 Executives/Supervisors.

Further, with a view to improve upon performance orientation and bring about objectivity in assessment, the Company has introduced new performance appraisal system for its executives and non-unionized supervisory staff in the year under report.

Employee Relations

The Company believes in a process of open and transparent consultation with the collectives. Hence, employees are represented in various Trusts formed by the Company to administer various employee benefit schemes. Plant level committees are in place to discuss and settle productivity and work place related matters. Consultative Forums have been established to resolve disputes/differences.

During the year, pay revision effective 1 January 2007 was implemented by the Company for the Executives / Supervisors. The Long Term Settlements covering the wages, allowances and benefits of the unionized employees are under negotiations at all locations of the Company.

Employee relations continued to be generally cordial at all units/locations of the Company during the year.

Implementation of "The Persons with Disabilities (Equal Opportunities, Protection of Rights and Full Participation) Act, 1995"

In compliance with the provisions of the above Act, the Company has identified positions for recruitment of persons with disabilities. As an ongoing exercise, necessary actions are taken to fill up the shortfall in vacancies.

Implementation of Official language

Efforts continued to further the implementation of the Government directives with regard to implementation of the Official Language. The Company was awarded the first prize amongst PSUs at Kolkata for implementation of Hindi by the Kolkata Town Official Language Committee and the second prize by Kendriya Hindi Parishad, Kolkata.

Women Empowerment

The Company provides a very conducive ambience for women employees. The percentage of women employees is on the rise with new recruitments. The present strength of women employees is 6.15% despite the fact that a large portion of the workforce constitutes shop floor workers.

The Company encourages activities pertaining to WIPS [Women in Public Sector] which is a Forum of women employees from participating organizations focused on the common aim of networking, experience sharing, interacting with various organization / other PSUs / bodies like National Commission, Women and Child Development Ministry, ILO and such other institutions. The objective inherent is to seek enhancement in womens role at the workplace and thereby increase their contribution in the growth of the Company. Women employees from the Company were encouraged to meet up and participate in Regional and National Meets organized by the Forum.

Progress on principles under Global Compact

The Company remains committed towards fulfillment and furtherance of principles enumerated in the Global Compact. With this objective, the Company -- besides promoting greater environmental responsibility through Occupational Health & Safety Assessment Sequence [OHSAS] 18001:2007 certification of three of its Manufacturing Units -- is also initiating a Project on Wind Energy aiming at promoting clean technology. A Communication on Progress on Global Compact detailing activities undertaken by the Company in furtherance of the principles, has been uploaded on the Companys website.

Vigilance

During the year under review, Vigilance Department had stressed upon improving administration using e-procurement/ auction. Customers, Vendors and employees were sensitized by organizing Vigilance Awareness Programmes to achieve total transparency in dealing with different stakeholders of the Company. The Vigilance Department always strives to help management to take initiatives to update existing rules, procedures and systems and to frame new rules, wherever required.

Preventive Vigilance is the set priority of the Vigilance Department and, accordingly, system studies were undertaken regularly by conducting surprise inspections, studying audit reports, reduction of discretionary areas and taking up complaints and grievances.

A draft Complaint/Grievance Handling Policy in compliance with the directive of the Central Vigilance Commission is under finalization to converge all complaints/grievances to Chief Vigilance Officer for investigation/administrative action. Special initiative has been taken for rotation of officials posted in sensitive positions. Minimization of corruption in the organization and bringing probity in public life, have continued to be at the forefront of the vigilance initiatives in the Company.

Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo

As required under Section 217 (1) (e) of the Companies Act, 1956, ("the Act") read with Rule 2 of the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988, the information is annexed.

Directors Responsibility Statement

Pursuant to the requirement under Section 217 (2AA) of the Act, it is hereby confirmed:

(i) That in the preparation of the accounts for the financial year ended 31 March 2010, the applicable accounting standards have been followed and there was no departure from such standards;

(ii) That the Directors have selected such accounting policies and applied them consistently and made judgment 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 on 31 March 2010 and of the profit of the Company for the said financial year;

(iii) That the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act, for safeguarding the assets of the Company and for detecting and preventing fraud and other irregularities;

(iv) That the Directors have prepared the accounts for the financial year ended 31 March 2010 on a going concern basis.

Consolidated Financial Statement

The financial statements of your Company have been duly consolidated with its subsidiary and joint ventures in pursuance of Clauses 32, 41 as well as 50 of the Listing Agreement with the Stock Exchanges. For the purpose of such consolidation, the Accounting Standards -- especially, AS 21 and 27 -- have been adhered to.

Report on Corporate Governance

A detailed report on Corporate Governance is also furnished with this Report as required under Clause 49 of the Listing Agreement with the Stock Exchanges along with the Auditors Certificate regarding Compliance of the conditions of Corporate Governance.

Particulars of Employees

A list of employees who received remuneration of Rs. 2,00,000 or more per month or Rs. 24,00,000 per annum is attached herewith pursuant to Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975.

Comments of Comptroller & Auditor General of India

The comments of the Comptroller & Auditor General of India, under Section 619(4) of the Companies Act, 1956 on the Accounts of the Company for the financial year ended 31 March 2010 are set out elsewhere in the Annual Report.

Directors

In accordance with the provisions of Article 12 of the Articles of Association, Shri V N Sharma, Director [Manufacturing Businesses], Shri S K Mukherjee, Managing Director and Shri K Subramanyan, Director [Finance] would retire by rotation at the ensuing Annual General Meeting and they are eligible for reappointment at the said Meeting.

Shri Shri Prakash – a nominee of the Government of India, Ministry of Petroleum and Natural Gas – has, on 9 March 2010, joined your Board, as additional director, in place of Shri Maninder Singh, who resigned earlier. He shall hold office up to the date of the forthcoming Annual General Meeting as per Section 260 of the Act. A notice under Section 257 of the Act has been received proposing the candidature of Shri Shri Prakash as a director of your Company. An ordinary resolution under special business has been proposed for appointment of Shri Shri Prakash as director, whose period of office shall be subject to determination by retirement of directors by rotation.

On 14 June 2010 Shri Virendra Sinha was appointed a whole- time Director of the Company under the designation, Director [Service Businesses]. His appointment having been made under Section 260 of the Act, Shri Sinha shall hold office up to the date of the forthcoming Annual General Meeting as per provisions of the Section. A notice under Section 257 of the Act has been received proposing the candidature of Shri Sinha as a director of your Company. An ordinary resolution under special business has been proposed for his appointment as a whole-time director and his period of office shall be subject to determination by retirement of directors by rotation.

A Brief Profile of the above Directors appears elsewhere in the Report.

Shri Maninder Singh, who was appointed Government Nominee Director on the Board of your Company on 21 February 2006 vacated his office with effect from 30 December 2009. Shri P.Radhakrishnan, Director [Service Businesses], who was appointed as a whole-time Director of the Company on 11 March 2003 vacated his office upon attaining the age of superannuation from the services of the Company, with effect from 31 December 2009. The Board places on record its deep appreciation for the valuable services rendered by Shri Singh and Shri Radhakrishnan during their tenure as director of the Company.

Auditors

Your Company being a Government Company, Auditors are appointed or reappointed by the Comptroller and Auditor General of India in terms of Section 619(2) of the Companies Act, 1956. The remuneration of the Auditors for the year 2010- 11 is to be determined by the members at the ensuing Annual General Meeting as per Sections 224(8)(aa) and 619 of the Act.

Auditors Report

During the year under review, there was no audit qualification in the Auditors Report. However, the Statutory Auditors have made an observation in their Audit Report that the present internal audit system, as conducted in a phased manner, is generally commensurate with the size and nature of the Companys business, but the same needs to be further strengthened by widening its coverage into various areas like investments made and its follow-up and sale against verbal orders.

Explanatory Management reply as approved by the Board:

The scope of Internal Audit was strengthened during the year and was considered fairly adequate. However, the Company, as a routine practice, reviews its Internal Audit programme on a yearly basis and effects modifications / improvements as deemed fit. The observations of the Statutory Auditors would be duly considered during such review.

The Statutory Auditors also commented in their Audit Report that during the course of their audit they had not come across any instance of fraud on or by the Company. However, an instance of accounting fraud / manipulation committed on a Joint Venture Company - Transafe Services Limited - was detected during 2009-10, which has resulted in a provision of Rs.11.65 crore in the Accounts of the Company.

Explanatory Management reply as approved by the Board:

The Joint Venture Company has taken necessary corrective and administrative actions and relevant adjustments have been effected in the financial statements of the Company in terms of Accounting Standard 13.

Acknowledgement

Your Companys Board is focused on creation of enduring value for all stakeholders utilizing multiple drivers of growth in the form of the diverse Strategic Business Units of the Company.

The Board of Directors wishes to place on record its appreciation of the excellent contribution made by the employees at all levels and acknowledges their sincere co- operation, continued support and commitment towards the achievement of more new milestones. The Directors also wish to thank the customers, dealers, vendors, business associates/ consultants, bankers, auditors, solicitors and all other stakeholders for their valued support to and confidence reposed in the Company.

The Directors are also thankful to Balmer Lawrie Investments Ltd. (the Holding Company) and the Ministry of Petroleum & Natural Gas, Government of India, for the valuable guidance, support and co-operation extended to the Company from time to time.

Finally, the Directors wish to place on record their special appreciation to the valued Shareholders of the Company for their unstinted support.

Registered Office: On behalf of the Board of Directors

Balmer Lawrie House

21 Netaji Subhas Road S K Mukherjee Managing Director Kolkata - 700 001 K. Subramanyan Wholetime Director

24 August 2010