balmer lawrie investment ltd Directors report


To the members,

Your Directors have the pleasure in presenting the 22nd Annual Report of the Company along with the audited Financial Statement (both Standalone and Consolidated) for the Financial Year ended 31st March, 2023 and other allied Statements/Disclosures as required as per the applicable statute.

Overview of the state of the Companys affairs

Your Companys performance is primarily dependent upon two factors, one, being the dividend received from its subsidiary, Balmer Lawrie & Co. Ltd. (BL) and the other being the interest received from deployment of surplus funds with Scheduled Commercial Banks.

During the year under review, i.e., Financial Year 2022-23, there was an increase in interest income and dividend income of the Company and accordingly, the total income of your Company increased by around Rs. 685.04 Lakh as compared to the last Financial Year, i.e., 2021-22. The amount of dividend income received from the subsidiary during the Financial Year under review was at an enhanced rate.

The summary of comparative annual financial results for the Financial Year under review, i.e., 2022-23 as against the immediately preceding Financial Year, i.e., 2021-22, has been furnished below:

Financial summary

(rs. in Lakh)

Particulars Financial Year ended Financial Year ended
31st march, 2023 31st march, 2022
Profit before Tax 7,516.11 6,780.31
Less: Tax Expense 174.18 118.61
Net Profit 7,341.93 6,661.7

Transfer to reserves

The Board of Directors have decided not to transfer any amount to reserves.

share CaPiTaL

The paid-up Equity Share Capital of the Company as on 31st March, 2023 stood at Rs.22,19,72,690/- (at same value as in the previous year). During the year under review, the Company has not issued any shares with differential voting rights nor has granted any stock options or sweat equity shares.

diVidend

The Board recommend a dividend of 330%, i.e., Rs. 33.00 (Rupees Thirty Three only) per equity share of Rs.10/- each fully paid-up for the Financial Year ended 31st March, 2023 as against 300%, i.e., Rs. 30.00 (Rupees Thirty) per equity share for the previous Financial Year ended 31st March, 2022. The dividend, if declared by the shareholders at the ensuing 22nd Annual General Meeting (AGM), 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 the cut-off date fixed for the purpose i.e., Wednesday, 20th September, 2023 (End of Day), within 30 days from the date of such declaration. 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) Limited or National Securities Depository Limited as on Wednesday, 20th September, 2023 (End of Day) fixed as cut-off date for the purpose. The dividend to be paid shall be subject to Tax deducted at source and other applicable provisions of Income Tax Act, 1961.

aPPrOPriaTiOn

The amount available for appropriations for the Financial Year 2022-23 as compared to the immediately preceding Financial Year 2021-22 are given hereunder:

(rs. in Lakh)

sTandaLOne FinanCiaL resULTs

COnsOLidaTed FinanCiaL resULTs*

Particulars FY 2022-23 FY 2021-22 FY 2022-23 2021-22 (restated)
Profit After Tax 7,341.93 6,661.70 11,093.24 8,823.57
Add: Transfer from 7,406.71 9,179.97 74,883.25 73,146.37
Profit & Loss Account
Total amount available for Appropriation 14,748.64 15,841.67 85,976.49 81,969.94
appropriations:
Dividend paid @ 380% in Financial Year 2021-2022 and @ 300% in Financial Year 2022-23 6,659.18 8,434.96 6,659.18 8,434.96
Corporate Tax on Dividend - - - -
Transfer to General Reserve - - - -
Other adjustment - - (4,604.89) 1,348.27
Minority interest / Foreign Exchange Conversion Reserve etc. - - - -
Surplus carried forward to next year 8,089.46 7,406.71 7,4712.42 74,883.25
Total of Appropriations 14,784.64 15,841.67 85,976.49 81,969.94

* The Boards Report is based on Standalone Financial Statements of the Company and this information is given as an added information to the Members. diVidend disTriBUTiOn POLiCY

As per market capitalization of the Company as on 31st March, 2022, it was not falling under top 1000 listed entities. Accordingly, formulation of Dividend Distribution Policy as per Regulation 43A of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations) was not applicable to the Company for Financial Year 2022-23. However, the Company is governed by the Guidelines of Department of Investment & Public Asset Management, Ministry of Finance, Government of India on Capital Restructuring of Central Public Sector Enterprises dated 27th May, 2016 which contains detailed provisions regarding payment dividend. The said guidelines are available on the website of the Company at the following link: https://www.balmerlawrie.com/blinv/admin/uploads/guidelines-on-capital-restructuring-of-cpse-27-05-2016.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

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.

dePOsiTs WiTh BanK

Surplus funds of the Company have been deployed in various Fixed Deposit Schemes of the Scheduled Commercial Banks. As on 31st March, 2023, the total amount of deployments in the Fixed Deposit Schemes was Rs. 13,312.60 Lakh, which in turn had yielded an interest income of Rs. 738.80 Lakh during the Financial Year ended on 31st March, 2023 (as against Rs. 589.23 Lakh for the Financial Year ended on 31st March, 2022). manaGemenT disCUssiOn and anaLYsis rePOrT

Your Company is not engaged in any other business activity except, to hold the equity shares of Balmer Lawrie & Co. Ltd. and accordingly, matters to be covered under ‘management discussion and analysis report are not applicable to your Company.

rePOrT On sUBsidiarY COmPanies and Their COnTriBUTiOn TO The OVeraLL PerFOrmanCe OF The COmPanY dUrinG The Year

In terms of Section 2(87) of the Companies Act, 2013 (‘the Act), your Company has two subsidiaries, namely, Balmer Lawrie & Co. Ltd. (‘BL), and Visakhapatnam Port Logistics Park Limited (‘VPLPL). By virtue of shareholding in BL (61.80%), your Company is the Holding Company of BL. BL in turn has one Subsidiary Company, VPLPL. The Company has a "Policy for determining material subsidiaries" in terms of the amended the Listing Regulations. The policy may be accessed on the Companys website at: https://www.balmerlawrie.com/blinv/admin/uploads/Policy_on_determining_material_subsidiaries_ amended.pdf

As per the aforesaid policy, none of its subsidiaries appear to be a material unlisted subsidiary of the Company.

As stated earlier, the major income of the Company is the dividend received from the Subsidiary- Balmer Lawrie & Co. Ltd.. A brief write up about the Subsidiaries inter-alia reporting about its performance and financial position and other significant events is presented hereunder:

Balmer Lawrie & Co. Ltd. (BL)

BL recorded a net turnover of Rs. 2,38,309.16 Lakh during Financial Year 2022-23 as against Rs. 2,10,484.97 Lakh in 2021-22 registering an increase of approximately 13.22% over the last year. It also recorded a Profit Before Tax of Rs. 21,130.23 Lakh in Financial Year 2022-23 as against Rs. 17,014.45 Lakh in Financial Year 2021-22. BLs Board of Directors have recommended a dividend of Rs. 7.50 per equity share for Financial Year 2022-23.

Visakhapatnam Port Logistics Park Limited (VPLPL)

Visakhapatnam Port Logistics Park Limited (hereinafter referred to ‘the JVC) was incorporated on 24th 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 2nd 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 Financial Year 2022-23, as against utilization of 97% during the previous Financial Year 2021-22. In the 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 JVCs temperature-controlled warehouse facility is equipped with frozen & chilled chambers with a capacity of handling 3,780 pallets. During the Financial Year 2022-23, this business had reached its maximum capacity utilization of 100% as against utilization of 95% during the previous Financial Year 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 Financial Year 2022-23, ban on export of agricultural commodities and non-availability of rakes for the customers dealing in Aluminium products. These significant factors had adversely affected the capacity utilization of its Open Yard business, which had dropped from 40% (Financial Year 2021-22) to 24% in the Financial Year 2022-23. The number of rakes handled also had reduced from 123 Rakes (Financial Year 2021-22) to 60 rakes in the Financial Year 2022-23.

During the Financial Year 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 Financial Year 2021-22. However, due to depreciation and interest on borrowings, the JVC ended up with a loss of Rs. 10.54 crores during the Financial Year 2022-23.

The significant achievement of the JVC during the year 2022-23, was the receipt of Container Freight Station (CFS) license on 27th January, 2023 and commencement of CFS operations on 2nd March, 2023. With this license in place, the facility is now aligned with the Prime Ministers 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 Financial Year 2023-24, since, commercial agreements have been signed off with some of the major shipping lines.

Financial statements of subsidiary Companies

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 Companies (Indian Accounting Standards) Rules, 2015 (as amended), the Listing Regulations and the applicable Indian Accounting Standards (Ind-AS).

Further, in line with first proviso to Section 129(3) of the Companies Act, 2013 read with the Rules thereon, Consolidated Financial Statements prepared by your Company includes a separate Statement in Form ‘AOC-1 containing the salient features of the Financial Statement of your Companys Subsidiaries, Associates & Joint Ventures (as applicable) which forms part of the Annual Report.

However, separate audited accounts in respect of each of its subsidiary is placed on the website of the Company – www.blinv.com. Further, a copy of separate audited financial statements in respect of each of the subsidiary shall be provided on requisition by any shareholder of the Company in writing.

CessaTiOn/ChanGe in JOinT VenTUres/ sUBsidiaries/ assOCiaTe COmPanies dUrinG The Year

During Financial Year 2022-23, there were no changes in Joint Ventures/ Subsidiaries/ Associate Companies of the Company. Effective 8th August, 2022, BLUAE- a foreign joint venture of Balmer Lawrie & Co. Ltd. (the Subsidiary Company) had acquired 100% of the issued share capital of Elegant Industries LLC registered at UAE, and its financials are merged with BLUAE.

dePOsiTs

Your Company has neither accepted nor was holding any deposits from the public during the Financial Year 2022-23 and accordingly, no deposit remained unpaid or unclaimed at the end of Financial Year and there was no instance of default in repayment of deposits or interests thereon during the Financial Year and there were NIL deposits which were not in compliance with the requirements of Chapter V of the Companies Act, 2013. Further, the Company shall not be accepting any deposits in Financial Year 2023-24.

5

COmPLianCe OF riGhT TO inFOrmaTiOn (rTi) aCT, 2005

Information which are mandatorily required to be disclosed under the RTI Act, 2005 have been disclosed on the website of your Company. The report on receipt and disposal of RTI applications during the Financial Year 2022-23 is as under:

Particulars Opening Balance as on 01.04.2022 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 31.03.2023
(a) (b) (c) (d) (e) (f) (g)
Requests 2 11* 0 2 11 0
First Appeals 0 1 0 0 1 0

*These requests were received online through RTI Request & Appeal Management Information System hence, the fee is collected by Department of Personnel & Training, Government of India.

COnserVaTiOn OF enerGY, TeChnOLOGY aBsOrPTiOn and FOreiGn eXChanGe earninGs & OUTGO

Since, the Company does not have any business other than to hold shares of its subsidiary, Balmer Lawrie & Co. Ltd., the reporting of Conservation of Energy, Technology Absorption as per Rule 8(3) of the Companies (Accounts) Rules, 2014 is not applicable for your Company.

The details pertaining to Foreign Exchange Earnings and Outgo are enumerated as under: NIL

risK manaGemenT POLiCY

The Company does not have any business apart from holding the shares of its subsidiary, Balmer Lawrie & Co. Ltd. and is a Special Purpose Vehicle formed for temporary purpose. In compliance with the applicable provisions of the Listing Regulations (as amended) pertaining to Risk Management Committee, the Board had constituted the Risk Management Committee on 11th February, 2022, fixed its terms of reference and approved the Risk Management Plan for the Company. As per further amendment of the Listing Regulations w.e.f. 7th September, 2021, the provisions pertaining to the Risk Management Committee turned inapplicable for the Company.

It may be pertinent to mention that the Company being a special purpose vehicle, as stated above, does not carry out any business other than holding 61.80% equity shares of Balmer Lawrie & Co. Ltd.