Directors Report of Balu Forge Industries Ltd.

Mar 31, 2023

DIRECTORS'' REPORT

Dear Shareholders,

The Board of Directors is pleased to present the 34^th Annual Report of Balu Forge Industries Limited ("the Company") together with
the Audited Financial Statements of the Company for the Financial Year ended 31^st March, 2023.

1. FINANCIAL RESULTS

The Financial Highlights for the year Under report are as under:

Description	Standalone		Consolidated
	Year ended 31 March 2023	Year ended 31 March 2022	Year ended 31 March 2023	Year ended 31 March 2022
Other Income	12.81	8.52	12.65	8.53
Total Revenue	281.87	293.58	339.29	294.61
Total Expenses	238.22	253.70	288.72	255.32
(Loss) / Profit before tax and exceptional items	43.65	39.88	50.57	39.29
Profit before tax	43.65	39.68	50.57	39.09
Tax expense	11.66	9.24	11.66	9.24
Net Profit after tax	31.99	30.44	38.91	29.85
Other Comprehensive expense/ (Income), net of Income tax	0.9	0.17	0.9	0.17
Balance Transfer to Reserve	32.08	30.61	39.00	30.02

2. REVIEW OF OPERATIONS

During the financial year ended 31^st March, 2023, the
Company has recorded, on standalone basis, total revenue
of ''281.87 crores and the Company has earned Net Profit
of ''31.99 crores as compared to previous year Net Profit of
''30.44 crores.

On consolidated basis, the Company achieved total revenue
of ''339.29 crores and the Company has earned Net Profit
of ''38.91 crores as compared to previous year Net Profit
of ''29.85 crores.

There was no change in nature of Business of the Company,
during the year under review.

3. CREDIT RATING:

Your Company has been rated by Crisil Ratings Limited vide
its letter dated 15^th February, 2023 for its bank facilities
as follows

Sr. No. Instruments	Rating
1 Packing Credit	BBB-/Stable
2 Post Shipment Credit	A3

The above rating indicates moderate degree of safety
regarding timely servicing of financial obligations, The
Company was not identified as a "Large Corporate" for
financial year 2022-23 as per the criteria under SEBI
Circular No. SEBI/ HO/DDHS/CIR/P/2018/144 dated 26^th
November, 2018.

4. TRANSFER TO RESERVES

The Board of Directors has decided to retain the entire
profit generated during the year under review, in the profit
and loss reserve account. Accordingly, the Company has

not transferred any amount to the ‘Reserves'' for the year
ended 31^st March, 2023.

5. ANNUAL RETURN

In terms of Section 92(3) of the Companies Act, 2013 read
with Section 134(3)(a) of the Companies Act, 2013, the
Annual Return of the Company as on 31^st March, 2023
is available on the Company''s website at https://www.
baluindustries.com.

6. DIVIDEND

With a view to conserve the resources, the Board of
Directors have not recommended any dividend during the
year under review.

The Company has adopted Dividend Distribution Policy
in accordance with Regulation 43A of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations,
2015 and the same is available on the Company''s website
at https://www.baluindustries.com/corporategovernance.
php.

7. MATERIAL CHANGES AND COMMITMENTS
AFFECTING THE FINANCIAL POSITION OF THE
COMPANY AFTER THE CLOSING OF FINANCIAL
YEAR:

Increase in Authorised Share Capital of the
Company

The Authorised Share Capital of the Company was
increased from '' 90,00,00,000/- (Rupees Ninety Crores
only) divided into 9,00,00,000 (Nine Crore) Equity Shares of
'' 10/- (Rupees Ten) each to '' 1,10,00,00,000/- (Rupees one
Hundred and Ten Crore Only) divided into 11,00,00,000/-
(Eleven Crore) Equity Shares '' 10/- (Rupees Ten only).

Alteration of Object Clause of Memorandum of
Association of the Company

The Company had with the approval of the members altered
its Main Objects by inserting Clauses in the Main Objects
and Objects incidental and ancillary to the attainment of
the main objects. The Company has received approval of
the Ministry of Corporate Affairs to the said alterations.

Allotment of Equity Shares and Convertible
Warrants on Preferential Basis

The Company had issued and allotted 1,37,27,000 Equity
Shares of '' 10/- each for cash at premium of '' 105.45
aggregating to '' 1,58,47,82,150/- to the Non-Promoters
(Public Category). and 30,00,014 warrants convertible into
30,00,014 Equity Shares of '' 10/- each for cash at premium
of '' 105.45 aggregating to '' 34,63,51,616.30/- to the
persons forming part of the Promoters Group. An amount
equivalent to 25% of the Warrant Price was payable at the
time of subscription and allotment of each warrant and
the balance 75% of the Warrant Price shall be payable
by the Warrant holder against each Warrant at the time
of allotment of Equity Shares pursuant to exercise of the
right attached to Warrants to subscribe to Equity Shares.

The amount raised through the said preferential issue will
be utilized for the objects stated in the Notice of Extra¬
Ordinary General Meeting dated 21^st June, 2023.

8. MAINTENANCE OF COST RECORDS

Pursuant to the provisions of section 148 read with Rule
4 of Companies (Cost Records and Audit) Rules, 2014,
the Company falls under the category of Non-Regulated
Sectors whose revenue from export in foreign exchange
exceeds 75% of its total revenue. Therefore, the Company
is exempted from the provisions of the Companies Act,
2013 related to Cost Audit. Therefore, the appointment
of Cost Auditors would not be applicable for the FY 2023¬
2024.

9. CONSOLIDATED FINANCIAL STATEMENTS

In compliance with the applicable provisions of the
Companies Act, 2013, including the relevant Indian
Accounting Standards (Ind AS) as issued by the Institute
of Chartered Accountants of India and notified under
Section 133 of the Companies Act, 2013 and as required
under Regulation 34 of the Listing Regulations, this Annual
Report includes Consolidated Financial Statements for the
financial year 2022-23.

10. SHARE CAPITAL

The paid up Equity Share Capital as on 31^st March, 2023
was '' 83,36,48,860/- divided into 8,33,64,886 Equity
Shares of '' 10/- each.

The Company had in terms of Chapter V of SEBI (ICDR)
Regulations, 2018 on preferential basis issued and
allotted 1,37,27,000 Equity Shares of '' 10/- each for cash
at premium of '' 105.45 aggregating to '' 1,58,47,82,150/-

to the Non-Promoters (Public Category). Further, issued
and allotted 30,00,014 warrants convertible into 30,00,014
Equity Shares of '' 10/- each for cash at premium of '' 10/-
aggregating to '' 34,63,51,616.30/- to the persons forming
part of the Promoters Group.

Accordingly, as on the date of signing of Directors Report
the paid up Equity Share Capital has been increased
to '' 97,09,18,860/- ('' Ninety Seven Crores Nine Lakhs
Eighteen Thousand Eight Hundred Sixty only) divided
into 9,70,91,886 (Nine Crores Seventy Lakhs Ninety One
Thousands Eight Hundred Eighty Six) Equity Shares of
'' 10/- Each.

The Company has neither issued any shares with
differential rights as to dividend, voting or otherwise nor
issued any sweat equity shares and issue shares under
Employees Stock Option Scheme as per provisions of
Section62 (1) (b) of the Act read with Rule 12(9) of the
Companies (Share Capital and Debenture) Rules 2014.
during the year under review.

11. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR
EDUCATION & PROTECTION FUND

During the year under review, there was no transfer of
equity shares to the Investor Education and Protection
Fund in terms of Section 125 of the Companies Act, 2013.

12. INTERNAL CONTROL SYSTEM

The Company''s internal control system has been
established on values of integrity and operational
excellence and it supports the vision of the Company "To
be the most sustainable and competitive Company in our
industry". The Company''s internal control systems are
commensurate with the nature of its business and the size
and complexity of its operations.

Internal Audit - The Company has in place a robust
Internal Control System and ably supported by reputed
independent firms i.e. Mehta Singhvi & Associates,
Chartered Accountants, Mumbai as the Internal Auditors.
The audit conducted by the Internal Auditors is based
on an internal audit plan, which is reviewed each year in
consultation with the Audit Committee. These audits are
based on risk based methodology and inter-alia involve
the review of internal controls and governance processes,
adherence to management policies and review of statutory
compliances. The Internal Auditors share their findings on
an ongoing basis during the year for corrective action.
Report of the Internal Auditors for the FY 2022-23 does
not contain any qualification, reservation, disclaimer or
adverse remarks.

13. PARTICULARS OF LOANS, GUARANTEES OR
INVESTMENTS MADE UNDER SECTION 186 OF THE
COMPANIES ACT, 2013

The particulars of loan given, investments made,
guarantees given and securities provided during the year

under review and as covered under Section 186 of the
Companies Act, 2013 has been disclosed in the note no. 10
and 18 of Standalone financial statements.

14. DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 134 (5) of
the Companies Act, 2013, in relation to audited financial
statements of the Company for the year ended 31^st March,
2023 with respect to Directors Responsibilities Statement,
it is hereby confirmed that:

a) in the preparation of the annual accounts, the
applicable accounting standards had 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 the Company at the end of the financial year 31^st
March, 2023 and of the profit of the Company for the
year under review.

c) t he Directors had taken proper and sufficient care
for the maintenance of adequate accounting records
in accordance with the provisions of the Companies
Act, 2013 for safeguarding the assets of the Company
and for preventing and detecting fraud and other
irregularities, and,

d) The Directors had prepared the accounts for the
financial year ended 31^st March, 2023 on a going
concern basis.

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

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.

15. REPORT ON PERFORMANCE OF SUBSIDIARIES,
JOINT VENTURES AND ASSOCIATE COMPANIES

The Company has in total 4 Subsidiaries of which 2 are
Indian and 2 are Overseas namely:-

1. Naya Energy Works Private Limited (WOS)

2. Balu Advanced Technologies & Systems Private
Limited (WOS)

3. Safa Otomotiv FZ - LLC in Dubai (as a WOS)

4. Kelmarsh Technologies FZ-LLC in Dubai (the
Company is yet to make Capital contribution
in the said subsidiary). Now the Company has
decided to independently conduct all anticipated

operations, either through its own operations or via
subsidiary companies.

The Company does not have any Joint Venture or
Associate Company within the meaning of Section
2(6) of the Companies Act, 2013. No material change
has taken place in the nature of business of the
subsidiaries.

Statement containing salient features of financials of
subsidiaries pursuant to Section 129 of the Act read
with Rule 5 and 8(1) of the Companies (Accounts)
Rules, 2014, is annexed in the Form AOC-1 as
"Annexure A" to this Report.

Pursuant to the provisions of Section 136 of
the Companies Act, 2013, the standalone and
consolidated financial statements of the Company,
and separate audited financial statements in respect
of subsidiaries are available on the website of the
Company under web link https://www.baluindustries.
com/finanial-information.php

The financial statement of the subsidiaries shall also
be sent to Members electronically who request for
the same.

The Company has formulated a Policy for determining
material subsidiaries. The said policy is available
on the website of the Company at https://www.
baluindustries.com/corporate-governance.php

16. DEPOSITS

The Company has not accepted any deposits within the
meaning of sub-section (31) of Section 2 and Section 73 of
the Companies Act, 2013 ("the Act") and the Rules framed
thereunder. As on 31 March 2023, there were no deposits
lying unpaid or unclaimed.

17. DIRECTORS & KEY MANAGERIAL PERSONNEL
(KMP)(i) Composition of the Board of Directors and
KMP

The Board of Directors and Key Managerial Personnel
is duly constituted. The details of the directors are
given in the Corporate Governance Report forming
part of the Annual Report.

(ii) Changes in Composition of Board and Key
Managerial Personnel

a) Mr. Amit Todkari was appointed as Chief Financial
Officer of the company w.e.f 10 May 2023.

b) Ms. Tabassum Begum was appointed as
Company Secretary and Compliance Officer of
the company w.e.f 10 June 2023.

Policy on Appointment and Remuneration of Directors,
Key Managerial Personnel and Senior Management
Personnel

The Board of Directors has adopted a Nomination and
Remuneration Policy in terms of the provisions of sub- section
(3) of Section 178 of the Act and SEBI Listing Regulations
dealing with appointment and remuneration of Directors, Key
Managerial Personnel and Senior Management Personnel. The
policy covers criteria for determining qualifications, positive
attributes, independence and remuneration of Directors, Key
Managerial Personnel and Senior Management Personnel.

The Nomination and Remuneration Policy of the Company is
hosted on the Company''s website under the web link https://
www.baluindustries.com/corporate-governance.php

Retirement of Directors by Rotation

As per the Companies Act, 2013, Mr. Trimaan Chandock, (DIN:
02853445), Whole time Director, being longest in the office retire
by rotation and being eligible, offers himself for reappointment.

MEETINGS OF BOARD & COMMITTEES• Meetings of Board of Directors

The Board of Directors duly meets 6 (Six) times during the
financial year ended 31^st March, 2023 as under:

29 April 2022, 24 May 2022, 09 August 2022, 05 September
2022, 14 November 2022 and 14 February 2023.

The periodicity between two Board Meetings was within
the maximum time gap as prescribed in the SEBI (LODR)
Regulations, 2015 / Companies Act, 2013. The details of the
Board meetings and attendance of each Director thereat
are provided in the Corporate Governance Report forming
part of the Annual Report.

• Committee Meetings:Audit Committee:

The Audit committee reviews reports of the internal
auditor, meets statutory auditors as and when required
and discusses their findings, suggestions, observations
and other related matters. It also reviews major accounting
policies followed by the Company.

The Audit Committee of the Company is constituted/re-
constituted in line with the provisions of Regulation 18 of
SEBI (Listing Obligations and Disclosure requirements)
Regulations, 2015 read with Section 177 of the Companies
Act, 2013.

During the financial year 2022-23, the Audit Committee of
the Company met 4 times on 24 May 2022, 09 August 2022,
14 November 2022 and 14 February 2023. The gap was
not more than one hundred and twenty days between two
Audit Committee meetings.

The Statutory Auditors, Internal Auditor and Whole Time
Directors/Chief Financial Officer are being invited to the
meeting as and when required.

The Members of the Audit Committee are financially literate
and have requisite accounting and financial management
expertise. The terms of reference of the Audit Committee
and the particulars of meetings held and attendance
thereat are mentioned in the Corporate Governance
Report forming part of the Annual Report. During the year
under review, all the recommendations made by the Audit
Committee were accepted by the Board.

The Composition of the Audit Committee is as under:

Sr. No.	Member’s Name	Category	Designation
1	Mr. Raghvendra Raj Mehta	Independent Director	Chairman
2	Mr. Radheshyam Soni	Independent Director	Member
3	Ms. Shalu Bhandari	Independent Director	Member
4	Mr. Trimaan Chandock	Whole Time Director	Member

Nomination & Remuneration Committee

The Nomination and Remuneration Committee

recommends the appointment of Directors and
remuneration of such Directors. The level and structure
of appointment and remuneration of all Key Managerial
personnel and Senior Management Personnel of the
Company, as per the Remuneration Policy, is also overseen
by this Committee.

The Nomination & Remuneration Committee is duly
constituted, during the year under review, the committee
met Once on 14 February, 2023.

The terms of reference of the Nomination and
Remuneration Committee and the particulars of meetings
held and attendance thereat are mentioned in the Corporate
Governance Report forming part of the Annual Report.

The Composition of the Nomination & Remuneration
Committee is as under:

Sr. No.	Member’s Name	Category	Designation
1	Mr. Radheshyam Soni	Independent Director	Chairman
2	Mr. Raghvendra Raj Mehta	Independent Director	Member
3	Ms. Shalu Bhandari	Independent Director	Member

Stakeholders'' Relationship Committee

The scope of the Shareholders/ investors Grievance
Committee is to review and address the grievance of the
shareholders in respect of share transfers, transmission,
non-receipt of annual report, non-receipt of dividend etc,
and other related activities. In addition, the Committee also
looks into matters which can facilitate better investor''s
services and relations.

The Stakeholders'' Relationship Committee is duly
constituted, during the year under review, the committee
met 3 times on 24 May 2022, 09 August 2022, and 14
February 2023

The Composition of the Stakeholders'' Relationship
Committee is as under:

Sr. No.	Member’s Name	Category	Designation
1	Mr. Raghvendra Raj Mehta	Independent Director	Chairman
2	Mr. Radheshyam Soni	Independent Director	Member
3	Ms. Shalu Bhandari	Independent Director	Member

The brief terms of reference of the Stakeholders''
Relationship Committee and the particulars of meetings
held and attendance thereat are mentioned in the Corporate
Governance Report forming part of the Annual Report.

Risk Management Committee

The Board of Directors of the Company has formed a
Risk Management Committee to frame, implement and
monitor the risk management plan for the Company. The
Committee is responsible for monitoring and reviewing
the risk management plan and ensuring its effectiveness.

The Risk Management Committee is duly constituted,
during the year under review, the committee met 2times,
09 August 2022 and 03 February 2023.

The Composition of the Risk Management Committee is
as under:

Sr.
Member’s Name No.	Category	Designation
1 Mr. Trimaan Chandock	Whole Time Director	Chairman
2 Mr. Jaikaran Chandock	Whole Time Director	Member
3 Mr. Radheshyam Soni	Independent Director	Member

Corporate Social Responsibility Committee

The Board of Directors of the Company has formed a
Corporate Social Responsibility Committee to make CSR
as one of the key focus areas where the Company can
play a vital role and provide a reasonable contribution to
the society by entering into sustainable programs of high
impact and integrity. The CSR Committee reviews and
monitors the CSR projects and expenditure undertaken by
the Company on a regular basis and apprises the Board of
the same.

The details CSR policy and report on CSR activities
undertaken during the year in accordance with Section
134 & 135 of the Act read with Rule 8 of the Companies
(Corporate Social Responsibility Policy) Amendment
Rules, 2021 and Rule 9 of the Companies (Accounts) Rules,
2014, is annexed as "Annexure B" to this report.

The Company''s CSR Policy is placed on the website of the
Company at https://www.baluindustries.com/corporate-
governance.php

The brief terms of reference, particulars of meetings held,
and attendance thereat are mentioned in the Corporate
Governance Report forming part of the Annual Report. The
Corporate Social Responsibility Committee had met twice

i.e. on 09^th August, 2022 and 14^th February, 2023.

The Composition of the Corporate Social Responsibility
Committee is as under:

Sr. No.	Member’s Name	Category	Designation
1	Mr. Raghvendra Raj Mehta	Independent Director	Chairman
2	Mr. Trimaan Chandock	Whole Time Director	Member
3	Mr. Jaikaran Chandock	Whole Time Director	Member

18. ATTRIBUTES, QUALIFICATIONS & INDEPENDENCE
OF DIRECTORS, THEIR APPOINTMENT AND
REMUNERATION

The Nomination & Remuneration Committee of Directors
have approved a Policy for Selection, Appointment and
Remuneration of Directors which inter-alia requires that
composition of remuneration is reasonable and sufficient
to attract, retain and motivate Directors, KMP and senior
management employees and the Directors appointed shall
be of high integrity with relevant expertise and experience
so as to have diverse Board and the Policy also lays down
the positive attributes/criteria while recommending the
candidature for the appointment as Director.

19. INDEPENDENT DIRECTORS

The Independent Directors hold office for a fixed term
of five years and are not liable to retire by rotation. The
Independent Directors have submitted their disclosure to
the board that they fulfill all the requirements as to qualify
for their appointment as an Independent Director under
the provisions of the Companies Act, 2013 as well as SEBI
(LODR) Regulations, 2015.

20. DECLARATION OF INDEPENDENT DIRECTORS

In terms of the provisions of sub-section (6) of Section 149
of the Act and Regulation 16 of SEBI Listing Regulations
including amendments thereof, the Company has received
declarations from all the Independent Directors of the
Company that they meet the criteria of independence,
as prescribed under the provisions of the Act and SEBI
Listing Regulations. There has been no change in the
circumstances affecting their status as an Independent
Director during the year. Further, the Non- Executive
Directors of the Company had no pecuniary relationship or
transactions with the Company, other than sitting fees and
reimbursement of expenses, if any, incurred by them for
the purpose of attending meetings of the Company.

The Board is of the opinion that the Independent Directors
of the Company possess requisite qualifications,
experience and expertise and they hold highest standards
of integrity.

21. FAMILIARISATION PROGRAMME FORINDEPENDENT DIRECTORS

The familiarization program aims to provide Independent
Directors with the industry scenario, the socioeconomic
environment in which the Company operates, the business
model, the operational and financial performance of the
Company, significant developments so as to enable them
to take well informed decisions in a timely manner. The
familiarization program also seeks to update the Directors
on the roles, responsibilities, rights and duties under the
Act and other statutes.

The details of the training and familiarization program
conducted by the Company are hosted on the Company''s
website under the web link https://www.baluindustries.
com/corporate-governance.php

22. BOARD EVALUATION

Pursuant to the provisions of the Companies Act, 2013 the
Boa rd , ba sed on th e recommen d ati on of th e Nomin ati on
and Remuneration Committee has carried out an annual
performance evaluation of Board of Directors, Statutory
Committees and Individual Directors. The policy is also
in compliance to Regulation 19 read with Schedule II,
Part D of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015. The Nomination and
Remuneration Committee has defined the evaluation
criteria for the Performance Evaluation of the Board, its
Statutory Committees and individual Directors.

23. PARTICULARS OF EMPLOYEES

In terms of the requirements of sub-section (12) of Section
197 of the Act read with sub-rule (1) of Rule 5 of the
Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014, as amended from time to time,
the disclosures pertaining to the remuneration and other
details, are annexed to this Report as ''''Annexure - C’’.

I n terms of Section 136(1) of the Act, details of employee
remuneration as required under provision of Section 197 of
the Companies Act, 2013 and rule 5 (2) and rule 5 (3) of the
Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014 are available for inspection and
any member interested in obtaining a copy of the same
may write to Company at [email protected]

24. RELATED PARTY TRANSACTIONS

All the related party transactions are placed before the
Audit Committee for their review and approval. Prior
Omnibus approval is obtained before the commencement
of the new financial year, for the transactions which are
repetitive in nature and also for the transactions which
are not foreseen (subject to financial limit). A statement

of all related party transactions is presented before the
Audit Committee on a quarterly basis specifying the
nature, value and terms & conditions of the transactions.
All transactions entered with related parties were
in compliance with the applicable provisions of the
Companies Act, 2013 read with the relevant rules made
thereunder and the Listing Regulations.

All related party transactions entered into by the
Company during the financial year under review were
in the ordinary course of business and on arm''s length
basis. All transactions entered with related parties
were in compliance with the applicable provisions of the
Companies Act, 2013 read with the relevant rules made
thereunder and the Listing Regulations.

During the FY 2022-23, your Company did not enter into
any material related party transactions. Accordingly,
disclosure with respect to the same in the form AOC-
2 in terms of Section 134 of the Companies Act, 2013 is
not applicable.

During the year under review, Policy on Related Party
Transactions in compliance with the requirements of
Companies Act, 2013 and amendment to SEBI Listing
Regulations, is available on the website of the Company
https://www.baluindustries.com/corporate-governance.
php

25. CORPORATE SOCIAL RESPONSIBILITY

The objective of the Company''s Corporate Social
Responsibility (''CSR'') initiatives is to improve the quality
of life of communities through long-term value creation
for all stakeholders. The Company''s CSR Policy provides
guidelines to conduct CSR activities of the Company. CSR
initiatives and activities are aligned to the requirements
of Section 135 of the Act. The brief outline of the CSR
policy of the Company and the initiatives undertaken by
the Company on CSR activities during the year are set out
in "Annexure B" of this report in the format prescribed
in the Companies (Corporate Social Responsibility Policy)
Rules, 2014.

26. CORPORATE GOVERNANCE

In terms of Regulation 34 of SEBI (LODR) Regulations,
a separate section on Corporate Governance with a
detailed report on Corporate Governance is provided as
a separate section in the Annual Report and a certificate
from Mr. Jaymin Modi Proprietor of M/s. Jaymin Modi
& Co. Company Secretaries, the Secretarial Auditor of
the Company, is certifying compliance of conditions of
Corporate Governance, forms part of this Annual Report.
The Report on Corporate Governance also contains certain
disclosures as required under the Companies Act, 2013.

27. MANAGEMENT DISCUSSION ANALYSIS REPORT

The Management Discussion and Analysis Report for the
year under review, as stipulated under regulation 34 (3)
and Part B of schedule V of the SEBI (Listing Obligation and
Disclosure Requirement) Regulation, 2015 is provided as a
separate section in the Annual Report.

28. AUDITORSa) Statutory Auditors

M/s M. B. Agrawal & Co, Chartered Accountants
(Registration No 100137W), were appointed as the
Statutory Auditors of the Company for a period
commencing from the conclusion of 31^st AGM until
the conclusion of the 36^th Annual General Meeting.

The Statutory Auditors have given a confirmation to
the effect that they are eligible to continue with their
appointment and that they have not been disqualified
in any manner from continuing as Statutory Auditors.

The Report given by M/s M. B. Agrawal & Co,
Statutory Auditors on the financial statements of the
Company is part of the Annual Report. There has
been no qualification, reservation, adverse remark or
disclaimer given by the Auditors in their Report.

b) Internal Auditors

During the year the Board of Directors has re¬
appointed M/s Mehta Singhvi & Associates, Chartered
Accountants (Registration No. 122217W) as Internal
Auditors of the Company. The audit conducted by the
Internal Auditors is based on an internal audit plan,
which is reviewed each year in consultation with the
Audit Committee. These audits are based on risk-
based methodology and inter-alia involve the review
of internal controls and governance processes,
adherence to management policies and review of
statutory compliances. The Internal Auditors share
their findings on an ongoing basis during the year for
corrective action. Report of the Internal Auditors for
the FY 2022- 23 does not contain any qualification,
reservation, disclaimer or adverse remarks.

c) Cost Auditor

The members are hereby informed that pursuant
to the provisions of section 148 read with Rule 4 of
Companies (Cost Records and Audit) Rules, 2014, the
Company falls under the category of Non-Regulated
Sectors whose revenue from export in foreign
exchange exceeds 75% of its total revenue. Therefore,
the Company is exempted from the provisions of the
Companies Act, 2013 related to Cost Audit. Therefore,
the appointment of Cost Auditors would not be
applicable for the FY 2023-2024.

d) Secretarial Auditor

Secretarial Audit Report, pursuant to the provisions
of Section 204 of the Companies Act, 2013 and Rule
9 the Companies (Appointment and Remuneration
of Managerial Personnel) Rules, 2014, was obtained
from Mr. Jaymin Modi Proprietor of M/s Jaymin Modi
& Co. Practicing Company Secretaries in form MR-3
for the financial year 2022-23. The remarks in the
report are self explanatory.

The said report is disclosed under "Annexure-D" and
forms part of this report.

The Board at its meeting held on August 11, 2023 has
appointed M/s. D. S. Momaya & Co. LLP, as Secretarial
Auditor, for conducting Secretarial Audit of the
Company for FY 2023-2024.

29. IMPLEMENTATION OF RISK MANAGEMENT POLICY

The Company has formulated a policy and process
for risk management. The Company has set up a core
group of leadership team, which identifies, assesses
the risks and the trends, exposure and potential impact
analysis at different level and lays down the procedure for
minimization of risks. Risk Management forms an integral
part of Management policy and is an ongoing process
integrated with the operations.

30. CONSERVATION OF ENERGY, TECHNOLOGY
ABSORPTION AND FOREIGN EXCHANGE EARNINGS
AND OUTGO

The Company has strong commitment towards
conservation of energy, natural resources and adoption of
latest technology in its areas of operation. The particulars
relating to conservation of energy, technology absorption,
foreign exchange earnings and outgo, as required to be
disclosed under clause (m) of sub-section (3) of Section
134 of the Act read with Rule 8 of the Companies (Accounts)
Rules, 2014, is annexed to this Report as "ANNEXURE E".

31. WHISTLE BLOWER POLICY AND VIGIL MECHANISM

The Company has adopted the Whistle blower Policy and
Vigil Mechanism in view to provide a mechanism for the
Directors and employee of the Company to approach
Audit Committee of the Company to report existing/
probable violations of laws, rules, regulations or unethical
conduct.

The Company is committed to adhere to the highest
standards of ethical, moral and legal conduct of business
operations. The Vigil Mechanism Policy is hosted on the
Company''s website https://www.baluindustries.com/
corporate governance.php

32. THE DETAILS OF SIGNIFICANT AND MATERIAL
ORDERS PASSED BY THE REGULATORS OR COURTS
OR TRIBUNALS IMPACTING THE GOING CONCERN
STATUS AND COMPANY''S OPERATIONS IN FUTURE

During the year there has been no significant material
orders passed by the Regulators or Courts or Tribunals
impacting the going concern status and company''s
operations in future.

33. COMPLIANCE OF APPLICABLE SECRETARIAL
STANDARDS

During the year under review, the Company has complied
with all the applicable Secretarial Standards issued by The
Institute of Company Secretaries of India and approved by
the Central Government pursuant to Section 118 of the
Companies Act, 2013.

34. POLICY ON SEXUAL HARASSMENT OF WOMEN AT
WORKPLACE

The Company has complied with provisions relating to the
constitution of Internal Complaints Committee under the
Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013 which redresses
complaints received on sexual harassment.

During the financial year under review, the Company has
not received any complaints of sexual harassment from
any of the women employees of the Company.

35. GREEN INITIATIVE

Your Directors would like to draw your attention to Section
20 of the Companies Act, 2013 read with the Companies
(Management and Administration) Rules, 2014, as may
be amended from time to time which permits paperless
compliances and also service of notice / documents
(including annual report) through electronic mode to
its members. Accordingly, Electronic copy of the Annual
report and the Notice of the Annual General Meeting are
sent to all members whose email addresses are registered
with the Company / depository participant(s).

To support this green initiative, we hereby once again
appeal to all those members who have not registered
their e-mail addresses so far are requested to register
their e-mail address in respect of electronic holding with
their concerned Depository Participants and/or with
the Company.

36. GENERAL

Your Directors state that no disclosure or reporting is
required in respect of the following items as there were no
transactions for the same during the year under review:

1. Material Changes and/or commitment that could
affect the Company''s financial position, which have
occurred between the end of the financial year of the
Company and the date of this report;

2. Non-exercising of voting rights in respect of shares
purchased directly by employees under a scheme
pursuant to Section 67(3) of the Companies Act, 2013
read with rules 16(4) of Companies (Share Capital and
Debentures) Rules, 2014;

3. Receipt of any remuneration or commission from any
of its subsidiary companies by the Managing Director
or the Whole-Time Directors of the Company;

4. Revision of the financial statements pertaining to
previous financial periods during the financial year
under review;

5. Frauds reported as per Section 143(12) of the
Companies Act, 2013;

6. The details of application made or any proceeding
pending under the Insolvency and Bankruptcy Code,
2016 (31 of 2016) during the year along with their
status as at the end of the financial year.

7. The details of difference between amount of the
valuation done at the time of one-time settlement and
the valuation done while taking loan from the Banks or
Financial Institutions along with the reasons thereof.

37. ACKNOWLEDGEMENTS

Your Directors wish to place on record their appreciation
for the assistance and co-operation received from the
Company''s Bankers, Government Agencies, Financial
Institutions, Customers, Investors and Business
constituents and look forward to maintain the same
in future.

Registered Office:

506, 5^th Floor, Imperial Palace, 45 Telly Park Road, Andheri

(East), Mumbai - 400069

By the Order of the Board
For Balu Forge Industries Limited

Sd/-

Mr. Jaspalsingh Chandok

Date: 4^th September 2023 Chairman & Managing Director

Place: Mumbai DIN : 00813218

---

Mar 31, 2014

Dear Members,

The Directors have pleasure in presenting their 25thAnnual Report on the business and operations of the Company for the year ended 31stMarch, 2014.

1. FINANCIAL RESULTS (Amt in Lacs)

PARTICULARS 31.03.2014 31.03.2013

Total Income 8.188 14.91

Depreciation 0.694 0.807

Profit before tax 0.518 (13.159)

Provision for tax –F& T 0.117 -

Profit (Loss) after tax 0.402 (13.178)

Prior period adjustments - -

Balance brought forward (347.80) (334.62)

Balance carried to balance Sheet (347.40) (347.80)



2. REVIEW OF OPERATIONS:

The Company has made Profits of Rs. 40120 during the financial year. The scope for development has come down drastically. However, it does not affect its status as a going concern as the Company continues to look for various other business opportunities.

3. DIVIDEND:

During the year under review, owing to the accumulated losses, the Directors do not recommend any dividend.

4. DEPOSITS:

During the year under review, the Company has not invited or accepted any Deposits from the public.

5. DIRECTORS :

Mr. S. G. Bellad who retire by rotation being eligible offers themselves for re-appointment at the ensuing Annual General meeting.

The Board recommends appointment of Mr. V G Hiremath, Mr. Ashvin Thumar, Mr. Saurab Rathod and Smt. Meena Umachagi as Independent Directors not liable to retire by rotation for 3 consecutive years for a term upto 31stMarch, 2017.

The Company has received requisite notices in writing from members proposing Mr. V G Hiremath, Mr. Ashvin Thumar, Mr. Saurab Rathod and Smt. Meena Umachagi for appointment of Independent Directors in terms of the requirement of Companies Act, 2013.The Company has received declaration from all the Independent Directors of the Company confirming that they meet with criteria of Independence as prescribed under sub-section (6) of section 149 of the Companies Act, 2013 and under clause 49 of the Listing Agreements with the Stock Exchanges.

None of the Directors of your Company is disqualified under Section 162 (2) of the Companies Act, 2013. As required by law, this position is also reflected in the Auditors'' Report.

6. AUDITORS & AUDITOR''S REPORT:

The Board recommends the appointment of M/s. Mohandas & Co., Chartered Accountants, as statutory auditors of the Company for the years ending from March 31, 2015 upto March 31, 2018 in place of Gupta Saharia & Co., Chartered Accountants. They have also confirmed their appointment shall be within the limits prescribed under Section 141(3)(g) of the Act and it is not disqualified to be appointed as statutory auditor in terms of the provisions of the proviso to Section 139(1), Section 141(2) and Section 141(3) of the Act and the provisions of the Companies (Audit and Auditors) Rules, 2014.

Necessary Resolutions for their appointment have been passed.

There are no adverse observations made by the Auditors in their Report.

7. SUBSIDIARIES:

Since the Company has no subsidiaries, provision of Section 212 of the Companies Act, 1956 is not applicable.

8. AUDIT COMMITTEE:

Audit Committee is consisting of Mr. Vijay Hiremath- Chairman, Mr. S G Bellad and Mrs. Meena Umachagi as Members of the Audit Committee.

9. SHAREHOLDERS AND INVESTOR GRIEVANCE COMMITTEE:

Shareholders and Investor Grievance Committee is consisting of Mr. Shivaputra Guruputrappa Bellad – Chairman, Mr. V G Hiremath and Mrs. Meena Umachagi as Members of the Shareholders and Investors Grievance Committee.

10. COMPLIANCE CERTIFICATE:

The Company has obtained Compliance Certificate pursuant to provisions of Section 383A of the Companies Act, 1956 from a Practicing Company Secretary and is annexed hereto and forming part of this report.

11. DIRECTOR''S RESPONSIBILITY STATEMENT:

Pursuant to the requirement under Section 217 (2AA) of the Companies Act, 1956, with respect to Directors Responsibilities Statement, it is hereby confirmed:

a) that in the preparation of the annual accounts for the financial year ended 31st March, 2014 the applicable accounting standards had been followed along with proper explanation relating to material departures.

b) that the directors has selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss of the Company for the year review.

c) that the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities, and,

d) The Directors had prepared the accounts for the financial year ended 31st March, 2014 on a going concern basis.

12. STATEMENTS OF PARTICULARS UNDER COMPANIES (DISCLOSURE OF PARTICULARS IN THE REPORT OF BOARD OF DIRECTORS) RULES, 1988:

Information in accordance with the provisions of Section 217(1)(e) of the Act read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, regarding Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo is not applicable in case of your Company.

13. FOREIGN EXCHANGE:

During the year under review, there were no foreign exchanges Earnings or outgo.

14. STOCK EXCHANGES:

The Company''s shares are listed on the following Stock Exchanges:

a) BSE Limited.

b) Bangalore Stock Exchange Limited.

The Company has received an approval from BSE Limited vide its letter no. 20130731-16- dated 31st July, 2013 for its revocation of suspension of trading in Equity shares of the Company .The shares of the company are freely traded on BSE Ltd.

The company has also submitted an application for delisting its shares from Bangalore Stock Exchange Limited.

15. PARTICULARS OF EMPLOYEES:

The Company has no employee in the category specified under Section 217(2A) of the Companies Act, 2013.

16. CORPORATE GOVERNANCE:

The Corporate Governance Report forms an integral part of this Report and is set out as separately in this Report. The Certificate of the Auditors of the Company certifying compliance with the conditions of Corporate Governance as stipulated in Clause 49 of the Listing Agreement with Stock Exchanges is annexed with the Report on Corporate Governance.

17. HUMAN RESOURCES:

Progressive policies to encourage excellence both in individual and team spirit are in place.

18. WHISTLE BLOWER POLICY AND VIGIL MECHANISM:

Your Company recognizes the value of transparency and accountability in its administrative and management practices. The Company promotes the ethical behavior in all its business activities. The Company has adopted the Whistle blower Policy and Vigil Mechanism in view to provide a mechanism for the directors and employees of the Company to approach Audit Committee of the Company to report existing/probable violations of laws, rules, regulations or unethical conduct.

19. ACKNOWLEDGEMENTS:

Your Directors wish to place on record their appreciation for the assistance and co-operation received from the Company''s Bankers, Government Agencies, Financial Institutions, Customers, Investors and Business constituents and look forward to maintain the same in future.

By the Order of the Board For BELL AGROMACHINA LTD.

S G Bellad Place:Mumbai Chairman Date:14.08.2014 Din: 02547125

---

Mar 31, 2013

The Directors have pleasure in presenting their 24th Annual Report on the business and operations of the Company for the year ended 31st March, 2013.

WORKING RESULTS

(Amount in Rs.)

2012-2013 2011-2012

Particulars

Total Income 1,491,000 2,051,790

Depreciation 80,654 47,013

Profit before tax (1315925) 277,620

Provision for tax –F&

Profit (Loss) after tax (1,317,878) 277,620.00

Prior period adjustments

Balance forward brought forward (33,462,343) (33,739,963)

Balance carried to balance Sheet (34,780,222) (33,462,343)

1. FINANCIAL RESULTS & OPERATIONS:

Accounting year 2012-2013 is the 24th year of operation. During the year under review, no manufacturing activities were carried out. However, a small amount of trading activities were carried out during the year. In view of this, the company has continued to incur losses. The management is putting every effort to come out of the red. The Company is in the process of restructuring the capital of the Company as well as the possibility of merging with some healthy and profitable units.

2. DIVIDEND:

During the year under review, owing to the accumulated losses, the Directors do not recommend any dividend.

3. FIXED DEPOSITS:

During the year under review, the Company has not invited or accepted any Fixed Deposits from the public.

4. DIRECTORS :

Mr. S G Bellad Director of the Company who retires by rotation being eligible offers themselves for re-appointment as directors of the Company. Mr. Ashvin Thumar and Mr. Saurabh Rathod were appointed as Additional Directors of the Company and pursuant to the provisions of the Companies Act, 1956 they are appointed as directors of the Company and eligible to retire by rotation.

5. AUDITORS:

The existing Auditors H. N. Adinavar & Co. , Chartered accountants retires at the ensuing Annual General Meeting and have signified their unwillingness to be appointed as Auditors in the current year. It is proposed by the Board to appoint of M/S Gupta Saharia & Co,

Chartered Accountants, as Statutory Auditors of the Company in place of the retiring Auditors. Members are requested to appoint M/s. Gupta Saharia & Co, Chartered Accountants as Statutory Auditors of the Company.

6. AUDITOR''S REPORT:

There are no adverse observations made by the Auditors in their Report.

7. AUDIT COMMITTEE:

Audit Committee is consisting of Mr. Vijay Hiremath - Chairman, Mr. Ashvin Thumar and Mrs. Meena Umachagi as Members of the Audit Committee.

8. SHAREHOLDERS AND INVESTOR GRIEVANCE COMMITTEE:

Shareholders and investor Grievance Committee is consisting of Mrs. Meena Umachagi - Chairman, Mr. Ashwin Thumar and Mr. S G Bellad as members of the committee.

9. COMPLIANCE CERTIFICATE:

The Company has obtained Compliance Certificate pursuant to provisions of Section 383A of the Companies Act, 1956 from a Practicing Company Secretary and is annexed hereto and forming part of this report.

10. DIRECTOR''S RESPONSIBILITY STATEMENT:

Pursuant to Section 217 (2AA) of the Companies Act, 1956, The Directors confirm that:

a) In the presentation of the Annual Accounts, the applicable Accounting Standards except revised AS 15 applicable for Accounting Treatment for Gratuity, Leave Encashment and other Retirement Benefits have been followed and that no material departures except to the extent disclosed have been made from the same;

b) The Directors had selected such Accounting policies and applied them consistently and judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss of the 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 the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities, and,

d) The Directors had prepared the Annual Accounts on a going concern basis.

11. STATEMENTS OF PARTICULARS UNDER COMPANIES (DISCLOSURE OF PARTICULARS IN THE REPORT OF BOARD OF DIRECTORS) RULES, 1988:

Information in accordance with the provisions of Section 217(1)(e) of the Act read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, regarding Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo is not applicable in case of your Company.

12. STOCK EXCHANGES:

The Company''s shares are listed on the following Stock Exchanges:

a) BSE Limited.

b) Bangalore Stock Exchange Limited.

The suspension of Trading in Equity Shares of the Company has been revoked by BSE Limited on July 18, 2013 as result the Equity Shares of the Company are listed on BSE Limited and the listing fees in respect thereof has already been paid.

13. PARTICULARS OF EMPLOYEES:

The Company has no employee in the category specified under Section 217(2A) of the Companies Act, 1956.

14. FOREIGN EXCHANGE:

During the year under review, there were no foreign exchanges Earnings or outgo.

15. CORPORATE GOVERNANCE:

The Corporate Governance Report forms an integral part of this Report and is set out as separately in this Report. The Certificate of the Auditors of the Company certifying compliance with the conditions of Corporate Governance as stipulated in Clause 49 of the Listing Agreement with Stock Exchanges is annexed with the Report on Corporate Governance.

16. HUMAN RESOURCES:

Progressive policies to encourage excellence both in individual and team spirit are in place.

17. ACKNOWLEDGEMENTS:

Your Directors wish to place on record their appreciation for the assistance and co-operation received from the Company''s Bankers, Government Agencies, Financial Institutions, Customers, Investors and Business constituents and look forward to maintain the same in future.

FOR AND ON BEHALF OF THE BOARD OF DIRECTORS

Place : Hubli Sd/- Sd/-

Mr. S.G.Bellad Mrs. Meena Umachagi

Date : 3 August, 2013 Director Director

---

Mar 31, 2012

The Directors have pleasure in presenting their 23rd Annual Report on the business and operations of the Company for the year ended 31st March, 2012.

WORKING RESULTS

(Amount in lakhs)

Particulars 31-03-2012 31-03-2011

Total Income 20,51,790.00 19,66,736.00

Depreciation 47,013.00 50,825.17

Profit before tax 2,77,62.00 2,66,376.83

Provision for tax -F & T - -

Profit (Loss) after tax 2,77,620.00 2,66,376.83

Prior period adjustments - -

Balance forward brought forward (33,739,963.30) (34,006,340.13)

Balance carried to balance Sheet (33,462,343.30) (33,739,963.30)

1. FINANCIAL RESULTS & OPERATIONS:

Accounting year 2011-2012 is the 23rd year of operation. During the year under review, no manufacturing activities were carried out. However, a small amount of trading activities was carried out during the year. In view of this, the company has continued to incur losses. The management is putting every effort to come out of the red. The Company is in the process of restructuring the capital of the Company as well as the possibility of merging with some healthy and profitable units.

2. DIVIDEND:

During the year under review, owing to the accumulated losses, the Directors do not recommend any dividend.

3. FIXED DEPOSITS:

During the year under review, the Company has not invited or accepted any Fixed Deposits from the public.

4. DIRECTORS :

Mrs. Meena Umachagi Director of the Company who retires by rotation being eligible offers themselves for re-appointment as directors of the Company.

5. AUDITORS:

M/s. H N ADINAVAR, Chartered Accountants as the Statutory Auditors of the Company. The Board recommends the reappointment of M/s. H N Adinavar, Chartered Accountants, as the auditors of the Company for the financial year 2010-11, who have also confirmed that their appointment shall be within the limits prescribed under Section 224 (1B) of the Companies Act, 1956. Necessary Resolutions for their appointment has been proposed for the consideration of the Members of the Company.

6. AUDITOR'S REPORT:

There are no adverse observations made by the Auditors in their Report.

7. AUDIT COMMITTEE:

Audit Committee is consisting of Shri Vijay Hiremath- Chairman, Shri. S G Bellad and Mrs. Meena Umachagi as Members of the Audit Committee.

8. SHAREHOLDERS AND INVESTOR GRIEVANCE COMMITTEE:

Shareholders and Investor Grievance Committee is consisting of Shri Shivaputra Guruputrappa Bellad - Chairman, Shri. Shri. V G Hiremath and Mrs. Meena Umachagi as Members of the Shareholders and Investors Grievance Committee.

9. COMPLIANCE CERTIFICATE:

The Company has obtained Compliance Certificate pursuant to provisions of Section 383A of the Companies Act, 1956 from and is annexed hereto.

10. DIRECTOR'S RESPONSIBILITY STATEMENT:

Pursuant to Section 217 (2AA) of the Companies Act, 1956, The Directors confirm that:

a) In the presentation of the Annual Accounts, the applicable Accounting Standards except revised AS 15 applicable for Accounting Treatment for Gratuity, Leave Encashment and other Retirement Benefits have been followed and that no material departures except to the extent disclosed have been made from the same;

b) The Directors had selected such Accounting policies and applied them consistently and judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss of the 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 the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities, and,

d) The Directors had prepared the Annual Accounts on a going concern basis.

11. STATEMENTS OF PARTICULARS UNDER COMPANIES (DISCLOSURE OF PARTICULARS IN THE REPORT OF BOARD OF DIRECTORS) RULES, 1988:

Information in accordance with the provisions of Section 217(1)(e) of the Act read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, regarding Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo is not applicable in case of your Company.

12. STOCK EXCHANGES:

The Company's shares are listed on the following Stock Exchanges:

a) Bombay Stock Exchange Limited.

b) Bangalore Stock Exchange Limited.

The Trading in the shares of the Company are presently suspended from both the Stock Exchanges. However, the Company has paid the necessary listing fees to both the Stock Exchanges and has applied for the revocation of suspension of trading in equity shares of the Company.

13. PARTICULARS OF EMPLOYEES:

The Company has no employee in the category specified under Section 217(2A) of the Companies Act, 1956.

14. FOREIGN EXCHANGE:

During the year under review, there were no foreign exchanges Earnings or outgo.

15. CORPORATE GOVERNANCE:

The Corporate Governance Report forms an integral part of this Report and is set out as separately in this Report. The Certificate of the Auditors of the Company certifying compliance with the conditions of Corporate Governance as stipulated in Clause 49 of the Listing Agreement with Stock Exchanges is annexed with the Report on Corporate Governance.

16. HUMAN RESOURCES:

Progressive policies to encourage excellence both in individual and team spirit are in place.

17. ACKNOWLEDGEMENTS:

Your Directors wish to place on record their appreciation for the assistance and co-operation received from the Company's Bankers, Government Agencies, Financial Institutions, Customers, Investors and Business constituents and look forward to maintain the same in future.

FOR AND ON BEHALF OF THE BOARD OF DIRECTORS

Place: Hubli Sd/- Sd/-

Date: 13th August 2012 Director Director

---

Mar 31, 2011

The Directors have Pleasure in Presenting the 22nd Annual Report together with audited statement of accounts for the year ended 31st March, 2011

WORKHNG RESULTS (Amount in Rs)

Particulars 31-3-2011 31-03-2010

Total Income 19,66,736.00 11,65,780.00

Depreciation 94,263.74 91,576.88

Profit before Tax (1,91,89,104.38) (1,92,27,748.60)

Provision for Tax-FBT - -

Profit (loss) after Tax (1,91,89,104.38) (1,92,27,748.60)

Prior Period Adjustments - -

Balance brought forward - -

Balance carried to Balance Sheet (1,91,89,104.38) (1,92,27,748.60)

OPERATIONS AND FUTURE PLANS :

The operations for the year under review show a loss (Before Tax) of Rs. 38,644.26 Previous upto date loss carried forward Rs.1,91,89,104.38.

The Company has not been active for the past seven years due to a severe financial crisis, for the past three years the Company was in the process of gradually liquidating all debts with various Banks and Financial institutions. Your Directors are glad to report that during the year under review the Company has closed all loans and is a debt free company from this year. The entire amounts required for closing the debts was bought in by the directors and is reflected as unsecured loans in the Balance Sheet. The Directors feel that having addressed the issue of clearing the debts, it is and appropriate time to start planning for the future. It is sincere intention of the Directors to bring value to the Shareholders. But the current economic environment being what it is we will have to choose our path with care and caution.

Your Directors are pleased to report that a study for the revival of the Company is already commissioned and is underway. The assignment has been entrusted to a reputed consultancy organization who will examine the feasibility including the strategy. It is expected that the launch could be sometime in 1* May 2011

Your Directors are also looking and examining other business options and other good vi- able opportunities, where some value and synergies can be perceived. It is our Objective that we commence activities in other products and consolidate--. We would like to see that Company is enroute to generating a healthy top line and bottom line from -1.4.2010 onwards.

DIVIDEND:

Since the Company could not generates any profits, management does not propose any dividend for the year 2010-2011

DIRECTORS :

Mr V G Hiremath retire at the ensuring Annual General Meeting, and being eligible offers themselves for reappointment, and hold office till the date of Annual General Meeting. Notices are received for their re-appointment at the Annual General Meeting. 30.09.2011

DIRECTORS' RESPONSIBILITY STATEMENT:

Your Directors State:

i) that in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanations relating to material departure;

ii) that the Directors had selected such accounting policies and applied them consistently and made judgements and estimates that at reasonable and prudent, so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and the loss of the Company for the period;

iii) That the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safe- guarding the assets of the Company and for preventing and detecting fraud and other irregularities.

iv) That the Directors had prepared the annual accounts on going concern basis.

FIXED DEPOSITS :

Your company has neither invited nor accepted any Fixed Deposits from the public during the financial year under review.

CORPORATE GOVERNANCE ABD COMPLIANCE CERTIFICATE :

Separate notes on Corporate Governance and Management Discussion and Analysis Re- port are set out as Annexure "A" and "B" respectively. A Certificate from the Auditor of the Company certifying compliance conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement is attached to this report.

LISTING AGREEMENTS REQUIREMENTS :

The securities of your company are listed at Mumbai and Bangalore Stock Exchanges. Trading in company's securities remain suspended at Stock Exchanges for various reasons including non-submission of documents and all possible steps are being taken by the management to get shares traded at the floor of the Exchange.

BUY-BACK OF SHARES:

There was no buy-back of shares during the year under review.

PARTICULARS OF THE EMPLOYEES :

None of the employees employed during the year was in receipt of remuneration in excess of the Prescribed limit specified in section 217 (2A) of the Companies Act, 1956 Hence, furnishing of particulars under the Companies (Particulars of Employees) 1975 does not arise.

AUDITORS:

Mr H N Adinavar, Hubli Auditors of the Company retire at the ensuing Annual General Meeting. They have expressed their willingness for reappointment.

CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION :

During the year under review, there were no activities, which required heavy consumption of energy. However adequate measures have been taken to make sure that there is no wastage of energy. Since the requisite information with regard to the conservation of energy, technology absorption (Disclosures of Particulars in the report of Board of Directors) Rules is irrelevant/not applicable to the company during the year under review, the same are not reported.

FOREIGN EXCHANGE EARNINGS AND OUTGO:

--- NIL ---

ACKNOWLDGEMENTS:

The Board of Directors wish to place on record their appreciation for the co-operation and support of the Company's Bankers, its valued customers, employees and all other intermediaries concerned with the company's business.

Your directors sincerely thank all members for supporting us during the difficult days. We look forward to your continued support and reiterate that we are determined to ensure that the plans are successfully implemented.

Place: HUBLI For Bell Agromachina Ltd

Date: 18.08.2011 Sd /-

Director

---

Mar 31, 2010

The Director have pleasure in presenting their 21th Annual General Report together with the Audited Statement of Accounts for the period ended 31st March 2010.

Financial Results:

2009-2010 2008-2009

Profit before Depreciation and taxes (In Lakhs) (In Lakhs)

Depreciation - -

Brought Forward (Profit+/Loss) - -

Profit before tax - -

Provision for tax Nil Nil

Profit carried to Balance Sheet - -

Dividend :

During the twelve months period under review, the company did not able to do any turnover. Your director regret that they are not in a position to recommend any dividend for the year under review as there is a huge loss.

The company did not make the profits because market for Agricultural Machinery is worst affected for high cost implements. The supply of spares of Rotary Harrows and diggi, which are not available to develop indegeneously, had some problems The business for the year was not encouraging and the Directors have got hope that the production will strat in the coming year. The total implements market it self in dolldrums becouse of contineause drought and roadside manufactures in the competetion.

Operation :

The company has become in active since one year and the company is not able to function properly as the market for the agricultural machinery is not encouraging even to revive the business. Efforts of the Directors over the years have not found any concrete improvement and the company changed its the objects clause of the Memorandum of Association to bring in Software business for which the company is slowly building the necessary infrastructure and the establishment of a software technology park in Hubli and the revival of the software markets should give a boost to this business.

Directors Responsibility Statement;

In terms of Section 217 (2AA) of the Companies Act, 1956 and for the financial year from 1-4-2009 to 31-3-2010, the Directors hereby state as follows :

1. In the preparation of annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures-

2. The Directors had selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss of the Company for that period.

3. The Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with provisions of the Companies Act, 1956.

4.. The Directors had prepared the annual accounts on going concern basis.

Fixed Deposits:

During the period the company has not received any fixed deposit as per companies Act 1956.

Conservation of Energy, Technology Absorption :

The prescribed information in respect of Foreign exchange earned and amount to go on conservation of energy and technology absorption as per Sec. 217 (1) (e) of the companies Act 1956, read with companies (disclosure of particulars in the Reports of Board of Directors) Rules, 1988 is as follows. The Company continous its efforts to improve methods of energy conservation and utilisation. As regards technology it presently manufactures with collaborators technical knowhow and continoues its development in the country.

Insurance:

The company has no properties and assets on this date

Directors :

Under Articles of the Article of Association of th company Mr. S. G. Bellad retire by rotation at the 21st Annual General Meeting and being eligible to offer themselves for re-appointment.

Buyback:

There are no buy back transactions and hence no defaults are committed by the company.

Auditors :

M/s. H. N. Adinavar & Co. Chartered Accountants, Hubli retires at the ensuring Annual General Meeting as per Companies Act 1956 and are eligible for re-appointment.

Particuiers of Employees :

Particulers of employees U/s. 217 (2A) read with the Companies (Particuiers of Employees) Rules 1975 are not given as there are no such employees.

Industrial Relations :

Relation between the Employees and the management continued to remain co- ordial during the year under review. The Directors hereby place on record their appreciation of the efficient and loyal services at all levels in developing companys growth. As there are no employees presently except one dark.

Acknowledgement:

The Directors wish to place on record their sincere thanks to the bankers, employees for the confidence imposed on the company for their full co-operation and support in development of the company. Company is not able to get company secretary and it is trying to fill up the vacancy.

Hubli For and on behalf of the Board Directors 18th Aug. 2010 Sd/- Sd/-

Meena Umachagi S.G.Bellad (Director) (Executive Director)