Balurghat Technologies Ltd Directors Report.

Dear Shareholders,

The Board of Directors is pleased to present the 26th Annual Report of the company together with the audited financial statement for the year ended on March 31, 2020.

FINANCIAL RESULTS

The financial performance of the Company, for the year ended March 31, 2020 are summarized below:

(Rs. in hundreds)

PARTICULARS 2019 - 2020 2018 - 2019
Profit before Depreciation & Amortization Expenses, Finance Costs & Tax Expenses 367398 208076
Less : Finance Cost 145993 58282
Depreciation 43482 37594
Profit before Tax 177293 112200
Less : Current Tax 55350 32701
Deferred Tax Liabilities 2653 -375
Profit for the year 195376 79874
Other Comprehensive Loss -2667 -939
Total Comprehensive Income (Loss) For the Year 192709 78935
Add: Balance in Profit &Loss Account -867276 -946196
Appropriation
Add: Adjustment of Provision of IT
Add: Adjustment of Fixed Asset
Closing Balance -601348 -867276

SUMMARY OF FINANCIAL RESULTS AND PERFORMANCE OF THE COMPANY

Financial Year 2019-2020 was yet another challenging year. In spite of various constraints and the challenging environment your Company has performed well. The highlights of the performance are as under:

> Revenue from operation increased by 80.64% to 9843978 hundreds for the year as against 5449281 hundred of the previous year.

> PBDIT increased by 76.5% to 367398 hundred for the year as against 208076 hundred of the previous year.

> Profit before tax increased by 58.01% to 177293 hundred for the year as against 112200 hundred of the previous year.

> Net Profit rise by 144.13 % to 192709 hundred for the year as against 78935 hundred of the previous year.

> INDIAN ACCOUNTING STANDARDS

As mandated by the Ministry of Corporate Affairs, the Company has adopted Indian Accounting Standards ("Ind AS") from 1st April, 2017 with a transition date of 1st April, 2016. The Financial Results for the year 2019-20 have been prepared in accordance with Ind AS, prescribed under Section 133 of the Companies Act, 2013 read with the relevant rules issued there under and the other recognized accounting practices and policies to the extent applicable. The Financial Results for all the periods of 2019-20 presented have been prepared in accordance with Ind AS.

DIVIDEND

In view of the accumulated losses during the current year, your Directors are unable to recommend any dividend for the year under reference.

SHARE CAPITAL

The paid up equity share capital as at March 31, 2020 is Rs. 17.40818 Crores, divided into 17,408,180 equity shares of face value Rs. 10 each. During the year under review, the Company has not issued any equity shares with differential rights or sweat equity shares or under any employee stock option.

RESERVES

The Company has transferred an amount of Rs. 192709 hundreds to the General Reserve which is current years profits and the same is in compliance with the applicable provisions prescribed under the Companies Act, 2013.

THE COMPANYS WORKING DURING THE YEAR/STATE OF COMPANYS AFFAIR

The Company has performed well irrespective of highly competitive market. Increase in Turnover by 80.64 % in such market conditions showed companys operational excellence.

CHANGE IN THE NATURE OF BUSINESS

There has been no change in the nature of business.

MATERIAL CHANGES AND COMMITMENTS, AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT

There has been no such material or significant changes during the year under review.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANYS OPERATIONS IN FUTURE

There are no significant and material orders passed by the regulators or courts or tribunals impacting

going concern status and companys operations in future.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has an Internal Control System, commensurate with the size, scale and nature of its operations. The scope and authority of the Internal Audit function is well defined and to maintain its objectivity and independence, the Internal Audit function reports to the Chairman of the Audit Committee of the Board as well as directly to the Chairman & Managing Director. The Internal Audit Department monitors and evaluates the efficacy and adequacy of internal control system in the Company, its compliance with operating systems, accounting procedures and policies of the Company.

Based on the report of internal audit function, process owners undertake corrective action in their respective areas and thereby strengthen the controls. Significant audit observations and recommendations along with corrective actions thereon are presented to the Audit Committee of the Board.

DETAILS OF SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANIES

The company does not have subsidiary companies or associates companies nor has it entered into any joint ventures agreements.

DEPOSITS

The company has not accepted any deposits during the year from the Public under section 73 to 76 of the Companies Act, 2013 nor did it receive the same in any of the previous years and hence there are no overdue / outstanding Deposits or any interest payable thereon and therefore the prescribed details under the Companies Act, 2013 are not required to be furnished.

STATUTORY AUDITORS

M/S R. Venkatarama Aiyar & Co, Chartered Accountant Firm has been appointed as statutory auditor of the Company for a period of five years in the AGM held on 06-09-2017 to hold the office till 28th AGM to be held on 2022. The Audit report given by the Auditor on the Financial Statement of your Company is part of the Annual Report. There has been no qualification reservation or adverse remarks given by the Auditor in his report.

SECRETARIAL AUDITOR

Pursuant to provisions of section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 the company has appointed Ms. Kanchan Maheswari, Company Secretary in practice to undertake the Secretarial Audit of the Company for FY 2019-20.The Secretarial Audit report is annexed herewith as “Annexure B”. Secretarial Report does not contain any observation and qualification.

AUDITORS REPORT

The observations made in the Auditors Report are self-explanatory and do not call for any further comments u/s 134(3) (f) of the Companies Act, 2013. The Auditors have not made any qualifications in their report.

COST RECORDS

Company is not required to maintain cost records under Section 148(1) of the Companies Act, 2013 EXTRACT OF ANNUAL RETURN

The details forming part of the extract of the Annual Return in form MGT-9 is annexed herewith as “Annexure C”. Web address of the Company is www.balurghat.co.in

MANAGEMENTS DISCUSSION AND ANALYSIS REPORT

Managements Discussion and Analysis Report for the year under review, as stipulated in SEBI (LODR) Regulations 2015, is presented in a separate section forming part of the Annual Report.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Having regard to the nature of business undertaken by your company, the disclosures on Conservation of Energy and Technology are not required.

However there had been foreign exchange outgo of USD 17,295 equivalent to Rs. 12, 03,557.00 and EURO 1936 equivalent to Rs. 1, 54,940.00/- during the period under review.

AUDIT COMMITTEE

As Per Corporate Governance Report annexed hereto

CORPORATE SOCIAL RESPONSIBILITY POLICY

As per the criteria prescribed under section 135 of the Companies Act, 2013, the CSR is not applicable to the Company in respect of the financial year 2019-2020 .The company will however, formulate and implement CSR policy as and when it gets applicable to the Company.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

The company has not given any loans or guarantees covered under the provisions of section 186 of the Companies Act, 2013. Details of investments made by the company are given in the notes to the financial statements.

RELATED PARTY TRANSACTION

The company has framed Policy on materiality of related party transactions and dealing with related party transactions. All related party transactions that were entered into during the financial year were on arms length basis and were in the ordinary course of the business. There are no materially significant related party transactions made by the company with Promoters, Key Managerial Personnel or other designated persons which may have potential conflict with interest of the company at large.

PARTICULARS OF EMPLOYEES

The Statement of Particulars of Employees pursuant to the Provisions of Rule 5 (2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 personnel) Rules, 2014 in respect of employees of the Company, forms part of this report and annexed herewith as Annexure “D”.

In terms of the provisions of Section, statement of particulars of employees pursuant to Rule 5(2) Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 the company did not have any employee who has been in receipt of the remuneration in excess of prescribed in the above mention section, during whole or any part of the year under review.

DIRECTORS

Mrs. Gita Sharma (DIN: 06766560) be and hereby re-appointed as an Independent Director of the Company to hold office for a further term of 5(five) years upto the conclusion of 30th Annual General Meeting of the Company or September 30, 2024, whichever is earlier, not liable to retire by rotation.

Mr. Mridul Kanti Datta (DIN: 08515786) who was appointed as an Additional Director (NonExecutive & Independent) of the company in Board Meeting held on 14.08.2019 be and hereby appointed as an Independent Director of the Company to hold office for a term of 5(five) years upto the conclusion of 30th Annual General Meeting of the Company or August 13, 2024, whichever is earlier, not liable to retire by rotation.

Mr. Sushil Kumar Sancheti (DIN: 03281792) has caesed to be the Independent Director of the company as his tenure of total 10 Years, 2 consecutive terms of 5 years each has come to an end.

Mr. Rajendra Dugar (DIN: 08187495), Non-Executive, Non Independent Director who is liable to retire by rotation as director in accordance with the Companies Act, 2013 and being eligible, offers herself for reappointment at the ensuing Annual General Meeting.

Mr. Ravikant Sethia (DIN: 02769848), who was appointed as an Additional(Whole time) Director of the Company with effect from 18th August, 2020 pursuant to Section 161 and subject to the ratification and approval of members in due course.

None of the Directors of the company are disqualified for being appointed as Directors as specified under section 164 of the Companies Act, 2013 and the rules made there under

MEETINGS

During the year under review, eight Board Meetings and four Audit Committee Meetings were convened and held, the dates and attendance in by each Directors are given in the Corporate Governance Report.

The maximum time gaps between the Meetings were within the period as prescribed under the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirement) Regulations, 2015. The details of constitution of the Board and its Committee are given in the Corporate Governance Report.

DECLARATION BY INDEPENDENT DIRECTORS

All independent directors have given declarations that they meet the criteria of independence as laid down under section 149(7) of the Companies Act, 2013 and under the extant provisions of the SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015.

BOARD EVALUATION

Pursuant to the provisions of the Section 134(3) (P) Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015 the Board has carried out an evaluation of its own performance, the directors individually as well as the evaluation of the working of its Audit, Nomination & Remuneration Committees. The performance evaluation of Non - independent Directors and Board of Directors as a whole and was satisfied overall. Evaluation Process is based on structured questionnaire covering various aspects of the Boards functioning, Boards culture and performance was circulated to the members of the Board for the financial year 19-20. Based on the response received, the Board as a whole, the Committees, the Chairperson and individual Directors were separately evaluated in the meeting of the Independent Directors and at the meeting of the Board of Directors. The Board has carried out the performance evaluation of all independent Directors of the Company and is satisfied with their performance.

NOMINATION AND REMUNERATION POLICY

The Board has, on the recommendation of the Nomination & Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management and their remuneration including criteria for determining qualifications, positive attributes and other matters provided under sub section (3) of section 178 of the Companies Act 2013. The Remuneration Policy is stated in the Corporate Governance Report

RISK MANAGEMENT POLICY

As per requirement of section 134(3) (n) of the Companies Act 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 the Board of Directors has framed risk management policy. The Board has a risk assessment and minimization procedure which is reviewed by the Board periodically. There is a structure in place to identify and mitigate various identifiable risks faced by the Company from time to time. At the Meetings of the Board, these risks are reviewed and new risks are identified. As of now the Directors do not envisage any element of risk which threatens the existence of the Company.

The Risk Management Policy is available on the website of the company, www.balurghat.co.in VIGIL MECHANISM/WHISTLE BLOWER POLICY

In accordance with the provision of the Companies Act, 2013 read with the Rules made therein and SEBI (Listing Obligations and Disclosure Requirement) Regulations, 2015, the Company believes in the conduct of its affairs in a fair and transparent manner to foster professionalism, honesty, integrity and ethical behaviors in all its business activities and has put in place a mechanism of reporting illegal or unethical behavior. The Company has adopted a Vigil Mechanism through which the employees, Directors and other stakeholders are free to report to Senior Management any unethical behavior, improper practices and wrongful conduct taking place in the Company for taking appropriate action. The confidentiality of those reporting violations is maintained and they are not subjected to any discriminatory practice.

SEXUAL HARASSMENT

During the year under review, there were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. The Company has complied with the requirement of formation of a suitable committee as required under the said act. The Board of Directors and/or the Management of the Company have not received any complaint on this account from any of the employees of the Company or from any other person.

RELATED PARTY TRANSACTIONS

All related party transactions that were entered into during the financial year were on arms length basis and were in the ordinary course of the business. There are no materially significant related party transactions made by the company with Promoters, Key Managerial Personnel or other designated persons which may have potential conflict with interest of the company at large.

The Policy on materiality of related party transactions and dealing with related party transactions as approved by the Board of Directors

PREVENTION OF INSIDER TRADING

The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to regulate trading in securities by the Directors and certain designated employees of the Company. The Code requires pre-clearance for dealing in the Companys shares and prohibits the purchase or sale of Company shares by the Directors and designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the trading window is closed. The Board is responsible for implementation of the Code. All Board Directors and the designated employees have confirmed compliance with the Code.

STATUTORY DISCLOSURE

None of the Directors of the Company are disqualified as per provision 164(2) of the Companies Act, 2013.Your Directors have made necessary disclosures as required under various provisions of the Companies Act, 2013 and Listing Regulations.

FRAUDS REPORTED BY AUDITORS

There were no frauds reported by the Auditor under section 143(12) of the Companies Act, 2013 DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirement under section 134(5) of the Companies Act, 2013, with respect to Directors Responsibility Statement, it is hereby confirmed that:

In terms of Section 134 (5) of the Companies Act, 2013, the directors would like to state that:

i) In the preparation of the annual accounts, the applicable accounting standards have been followed.

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

year under review .

iii) The directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

iv) The directors have prepared the annual accounts on a going concern basis.

v) The directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

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

CORPORATE GOVERNANCE

Your Company complies with all the mandatory requirements as stipulated SEBI Disclosure Regulations, 2015. The Report on Corporate Governance as stipulated under SEBI (LODR) Regulations, 2015 forms part of the Annual Report. The requisite certificate from the Auditors of the company confirming compliance with the conditions of Corporate Governance as stipulated under the aforesaid SEBI (LODR) Regulations, 2015 is attached to this Report.

ACKNOWLEDGEMENT

Your Directors would like to express their appreciation for the assistance and co-operation received from the Banks, Government Authorities, Customers, Vendors and Members during the year under review. Your Director also wishes to place on record their deep sense of appreciation for the committed services by the Executives, Staff and Workers of the company.

By Order of the Board For Balurghat Technologies Limited

Managements Discussion and Analysis

As per SEBI disclosure regulations 34 and (SCHEDULE-V)

(For the Financial Year ended 31st March, 2020)

SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 of the listing Agreement stipulates disclosure under specific heads which are given in the following paragraphs and which continue to be followed in the usual course of the Companys business over the years in discussion amongst the Directors and other Senior Management Personnel.

a. Industry Structure and Developments

Financial Year 2019-20 was year of challenges marked by economic robustness and possibilities of upward growth in Transport Sector in India.

Revenue from operation increased by 80.64% to 9843978 hundreds for the year as against 5449281 hundred of the previous year, PBDIT increased by 76.5% to 367398 hundred for the year as against 208076 hundred of the previous year. Profit before tax increased by 58.01% to 177293 hundred for the year as against 112200 hundred of the previous year. Net Profit rise by 144.13 % to 192709 hundred for the year as against 78935 hundred of the previous year

b. Opportunities and Threats: Logistics:

a) Opportunities

Highly Competitive Conditions inherent in industry and the companys ability to compete. Contemporary economic processes have been accompanied by a significant increase in mobility and high levels of accessibility .Societies have become increasingly dependent on their transport system to support wide variety of activities ranging among others from supplying energy needs to distributing parts between manufacturing facilities and distributing centers.

Credit risk is considered to be low and not overly concentrated due to the strength, diversity and long standing relation with its customer base. Indias transport contributes in growth of industries whose product requires quick marketing. Governments initiative like development of SEZ logistics parks, infrastructure, building, privatization of transport operations, implementing PPP models etc will encourage private sector investments and lead to greater demand for logistics services.

b) Threats:

Adverse weather conditions that impede the movement of the bulk materials. This also increases BTLs operating cost .This reduces consignees requirement. The industry is becoming more competitive with strategic maneuver of companies. Outsourcing solutions in transportation and logistics industry is threat. Smaller companies would continue to be adversely impacted due to low demand for road freight during the slowdown. The company is unable to revise freight rates having an impact on Companys

profitability.

• Opportunities and Threats: Travel & Tourism:

a) Opportunities

The promotion and aggressive marketing measures undertaken by the government is expected to aid influx of tourists. The industry would also benefit from introduction of new forms of tourism and development of niche segments. Opportunities also exist in ecotourism, adventure tourism, and cruise tourism. Ecotourism is increasing in popularity, evident in the development of eco-friendly hotels and tour packages. With increasing environment awareness and consciousness among tourists and given efforts undertaken by the government and private players, the ecotourism segment is expected to record handsome growth in the coming years.

b) Threats:

For inbound international tourists, visa procedures are seen as a hindrance. Security has been a major problem as well for growth of tourism for a number of years. Terrorist attacks or political unrest in different parts of the world and within country have adversely affected sentiments of tourists.

c. Risks and Concerns:

Risks:

? Competition from other players

? Exchange Fluctuation

? Hike in Fuel Prices Concerns:

? Government Polices

? Bad weather Conditions

d. Outlook:

The demand for transport is linked to overall health of Indian economy. As a result significant change in the economy could affect the companys performance. The company continues to focus on bulk hauling niche. The company has mitigated risk through customer base diversification.

Your Company will continue to focus on both development and expansion of markets and share gains as appropriate to secure competitive growth. Supply Chain Security & Risk Management will be a key area to prevent disruptions due to factors like weather, labour issues.

e. Discussion of Financial Performance:

This has been adequately stated in the Directors Report.

f. Segment Wise Performance:

The performance in Logistics / Travel Segment has been very encouraging in-spite of the global challenge. The companys current year turnover in this segment is Rs. 7669136 hundred as against Rs. 3567293 hundred in the previous year, showing a rise of 114.98%

The performance of trading segment is Rs. 2174842 hundred as against Rs. 1881988 hundred in the previous year, showing a downfall of 31.5 %.

g. Material Developments in Human Resources

Your company strongly believes that its intrinsic strength lies in the quality of its pool of dedicated and motivated employees. All the success so far achieved by Balurghat Technologies Limited is mainly on their account. Management remains confident of the ability of our company employees to stand up to the business expectations in various scenarios and serve the Company satisfactorily in the days to come.

Report on Corporate Governance

As per SEBI disclosure regulations 34(3) and 53 and as per schedule V, clause-c of the said regulations

(For the year ended 31st March, 2020)

COMPANY PHILOSOPHY:

Balurghat Technologies Limited is committed to good governance practices that create long term sustainable shareholder value. The companys philosophy on Corporate Governance envisages the attainment of the highest levels of transparency, accountability and equity in all facets of its operations and in all its interactions with its shareholders, employees, the government and the lenders.

BOARD OF DIRECTORS:

COMPOSITION, MEETINGS, ATTENDANCE AND DIRECTORSHIP(S)/CHAIRMANSHIP(S)/ MEMBERSHIP(S)

The companys policy is to maintain optimum combination of Executive and Non-Executive Directors. The strength of the Board of Directors as on 31st March 2020 was Five, Two being Executive Directors and Three being Non - Executive Directors, out of which Two are Independent Directors.

The details of Directors seeking appointment / re-appointment in the forthcoming annual general meeting mentioned in the report.

Mr. Rajendra Dugar (DIN: 08187495), Non-Executive, Non Independent Director who is liable to retire by rotation as director in accordance with the Companies Act, 2013 and being eligible, offers herself for reappointment at the ensuing Annual General Meeting.

The composition of the Board is in compliance with the requirements of the Companies Act, 2013 (Act) and Regulation 17 of the Listing Regulations.

The Company requires skills/expertise/competencies in the areas of strategy, finance, accounting, economics, legal and regulatory matters, mergers and acquisitions, the environment, operations of the Companys businesses and efficiently carries on its core business of travel & tourism. All the above required skills/expertise/competencies are available with the Board.

The Board is satisfied that the current composition reflects an appropriate mix of knowledge, skills, experience, expertise, diversity and independence. The Board provides leadership, strategic guidance, an objective and independent view to the Companys management while discharging its fiduciary responsibilities, thereby ensuring that the management adheres to high standards of ethics, transparency and disclosure.

The Board of Directors met (Eight) times during the year on 11.04.2019, 18.04.2019, 30.05.2019, 10.07.2019, 14.08.2019, 03.09.2019, 08.11.2019 and 13.02.2020. The particulars of the Directors for the year ended on 31st March 2020 are given hereunder:

Detail of shares held by N

on-executive Directors:

SL NAME CATEGORY SHARES
1 Mr. Rajendra Dugar Non-Executive Non Independent Director 3608
2 Mr. Mridul Kanti Datta (w.e.f. 14.08.2019) Independent Director 0
3 Smt. Gita Sharma Independent Director 0
4 Mr. Sushil Kumar Sancheti (till 30.09.2019) Independent Director 7100

 

S.L. No. Name Category

No. of Board Meetings Attended

Attendance at last AGM Directorship in other companies

Committee Positions in other companies

As Chairman As Member
1. Sri Rajendra Dugar Non Executive, Non Independent Director 8 Yes Nil
2. Sri Mridul Kanti Datta (w.e.f. 14.08.2019) NonExecutive / Independent Director 3 Yes Nil
3. Sri Pawan Kumar Sethia Managing Director 6 Yes Vivek Outsourcing Services Pvt Ltd & HipShip Logistic LLP
4. Sri Arun Kumar Sethia Executive Director 8 Yes Nil - -
5. Smt Gita Sharma Non Executive /Independent Director 8 Yes Nil
6. Mr. Sushil Kumar Sancheti (till 30.09.2019) Independent Director 5 Yes Nil

Information about Directors seeking reappointment has also been included in this report:

Refer to the main part of Boards Report

*Committees include only Audit Committee and Stakeholders Relationship Committee.

None of the director is a member in more than 10 committees or acts as a Chairman of more than 5 Committees across all companies in which he is a director.

Necessary information as mentioned in SEBI Listing Regulations, 2015 has been placed before the Board for consideration.

Code of Conduct

All the Directors and the members of the Senior Executives have adhered to the code of Conduct for Board of directors and Senior Executives of the Company during the year and have affirmed their compliance with the same. The Code of conduct for Board of Directors and senior Executives is also posted on the website of the company, www.balurghat.co.in

AUDIT COMMITTEE Composition:

The Audit Committee comprises of three Non-Executive Directors.

Attendance:

The Audit Committee met 4 (Four) times during the year on 30.05.2019, 14.08.2019, 08.11.2019 and 13.02.2020. Attendances of the members at the meeting were as under:

S.L. No. Name Position Held No. of Meetings Attended
1. Smt. Gita Sharma Chairperson 4
2. Sri Sushil Kumar Sancheti (till 30.09.2019) Member 2
3. Sri Arun Kumar Sethia Member 4
4. Sri Mridul Kanti Datta (w.e.f 14.08.2019) Member 2

Powers of Audit Committee:

The Audit Committee has powers, which include the following:

a. To investigate any activity within its terms of reference.

b. To seek information from any employee.

c. To obtain outside legal or other professional advice.

d. To secure attendance of outsiders with relevant expertise, if it considers necessary. Terms of Reference and Powers:

i. Review of Unaudited Financials.

ii. Review of Annual Accounts.

iii. Management representations & Co-ordinations of Statutory Audit.

iv. Internal Audit Appraisals and Review of Internal Control.

v. Review & Assessment of Compliance under applicable laws.

vi. Review & Recommendation in respect of Managerial Remuneration Review of Information by Audit Committee:

The Audit Committee mandatorily reviews the following information:

1. Management discussion and analysis of financial condition and results of operations;

2. Statement of significant related party transactions (as defined by the audit committee) submitted by Management;

3. Management letters/letters of internal control weaknesses issued by the statutory auditors, if any;

4. Internal audit reports relating to internal control weaknesses; and

5. The appointment, removal and terms of remuneration of the Chief Internal Auditor;

NOMINATION AND REMUNERATION COMMITTEE

In terms of Section 178 of the Companies Act, 2013 the Board has constituted a Nomination & Remuneration Committee as under:-

1. Sri Sushil Kumar Sancheti- Independent Director (till 30.09.2019)

2. Smt. Gita Sharma- Independent Director

3. Sri Raj endra Dugar- Non Executive Director

4. Sri Mridul Kanti Datta- Independent Director (w.e.f. 14.08.2019) -Chairman

which formulates the criteria for determining the qualification, experience, background, exposure, positive attributes and independence for the appointment and/or removal of Directors, Key Managerial Personnel and Senior Managerial Persons, ascertaining their reasonable remuneration commensurate with their qualification, job requirements, meeting the appropriate performance benchmark to run the company successfully, utilizing the existing resources to its optimum and to evaluate their performance from time to time and report their suggestion to the Board.

The Nomination & Remuneration Committee met three times during the year on 30.05.2019, 14.08.2019, 08.11.2019 and 13.02.2020.

S.L. No. Name Position Held No. of Meetings Attended
1. Smt. Gita Sharma Member 4
2. Sri Sushil Kumar Sancheti (till 30.09.2019) Member 2
3. Sri Rajendra Dugar Member 4
4. Sri Mridul Kanti Datta (w.e.f. 14.08.2019) Chairperson 2

Details of Remuneration Paid / Payable to Executive Directors for the year ended March 31, 2019.

Name of the Director Salary House Rent and Other Allowance P.F. Contribution Bonus /Commission
Sri Pawan Kumar Sethia 960000 1140000 57600 Nil
Sri Arun Sethia 840000 1200000 108000 Nil

Non - Executive Directors of the Company waived their sitting fees for the year.

STAKEHOLDERS RELATIONSHIP COMMITTEE Composition:

The Committee Constitutes of Smt. Gita Sharma and Sri Arun Kumar Sethia and Sri Sushil Kumar Sancheti as a Member. The Shareholder Committee met 4 (Four) times during the year on 30.05.2019, 14.08.2019, 08.11.2019 and 13.02.2020.

S.L. No. Name Position Held No. of Meetings Attended
1. Sri Sushil Kumar Sancheti (till 30.09.2019) Chairperson 2
2. Smt. Gita Sharma Member 4
3. Sri Arun Kumar Sethia Member 4
4. Sri Mridul Kanti Datta (w.e.f 14.08.2019) Chairperson 2

Details of shareholders complaints during the year as under were:

1. No of Complaints Received- 10

2. No of Complaints Solved - 10

3. No of Complaints pending- Nil Terms of Reference:

The RTA concerned Reports the committee on Dematerialization status and request over 21 days, if any. The Committee also reviews the status of redressal of Investors Complaints on the basis of report of the RTA along with the Compliance officer for the cases received by them respectively and any pending complaints as may be referred to it are disposed by the Committee itself. Further that the Committee has been authorized and empowered by the Board for issue of Share Certificate upon dematerialization and / or sub- division consolidation and / or Duplicate Certificates under the Signature of the Compliance Officer as the Authorized Signatory along with the mechanized signatures imprinted on the Certificates.

During the period ended on March 31, 2020 whatever investors complaints were pending were promptly looked into and solved

The Company Secretary, Arti Dugar is the Compliance Officer.

E-mail ID: kolkata@balurghat.co.in.

EVALUTION OF PERFORMANCE OF BOARD

During the year under review, the Independent Directors met on February 30th June, 2019, inter alia, to discuss:

1. Evaluation of the performance of Non-Independent Directors and the Board of Directors as a whole;

2. Evaluation of the performance of the Chairman of the Company, taking into account the views of the Executive and Non-Executive Directors.

3. Evaluation of the quality, content and timelines of flow of information between the management and the Board that is necessary for the Board to effectively and reasonably perform its duties.

All the independent Directors were present at the meeting and have expressed satisfaction over the conduct of the above matters.

MANAGEMENT

Management Discussion and Analysis Report

Management Discussion and Analysis is given in a separate section forming part of the Directors Report in this Annual Report.

GENERAL BODY MEETING

Location and Time of Last three Annual General Meeting

Year Location Date Time
2016-2017 Sahapur Yubak Sangha,36/11, Agarwala Garden Road,Kolkata-700038 06/09/2017 10:00 AM
2017-2018 Sahapur Yubak Sangha,36/11, Agarwala Garden Road,Kolkata-700038 28/09/2018 10:00 AM
2018-2019 Sahapur Yubak Sangha,36/11, Agarwala Garden Road,Kolkata-700038 30/09/2019 10:00 AM

There was no special resolution requiring postal ballot in the last AGM. Similarly there is no special resolution requiring postal ballot proposed before the ensuing AGM. During the year under review, no extraordinary meeting was held.

MEANS OF COMMUNICATION

i. The quarterly Financial (Provisional) results are forwarded to the Exchange within 24 hours from its approval by the Board and are generally published in both National and Regional Newspaper within 48 hours from their publication.

ii. The Company has not made any specific representations, to any of the investors, other than routine queries from the shareholders, which are promptly responded by the Compliance Officer.

iii. The Financial Results are published in the English Newspaper “Political & Business Daily” and Bengali Newspaper “Sukhabar”

GENERAL SHAREHOLDERS INFORMATION

• Annual General Meeting (AGM): 26th AGM of the company will be held on Monday on 30th September 2020 at 04:00 P.M. through Video Conferencing (“VC”) or other Audio Visual Means (“OAVM”) but shall be deemed to be held at its Registered Office at 170/2C, A.J.C. Bose Road, Kolkata-700014. The Notice for holding the said Annual General Meeting along with Annual Report etc. shall be only emailed to members. Members are requested to use the option of e-voting on proposed resolutions through facilities provided by Central Depository of Securities Ltd. (CDSL) with procedure as detailed in the Notice convening the Annual General Meeting. Those who do not use E-Voting facility during the E-voting period can cast their Votes online at the time of the AGM. Members holding shares are again requested to register their email address with RTA/their own depositaries so that they can receive the Annual Report and any other communication from the company through email. They are

also requested to complete their KYC with PAN and BANK A/c details as it is made mandatory by SEBI.

• Date of Book Closure: 24th September, 2020 to 30th September, 2020 (both days inclusive)

• Dividend Payment Date: No dividend has been recommended for the year ended 31st March 2020.

• Listing on Stock Exchange: The Companys shares are listed on Bombay Stock Limited (BSE). The company confirms that it has paid the listing Fees for the Financial Year 2019-2020.

• Stock Code: Bombay stock exchange-520127

• ISIN (for Demat Shares): INE 654 B01014

• Share Transfer Systems: The authority to approve Share transfer has been delegated by the Board of Directors to the Stakeholders Relationship Committee. The Shares sent for transfer in physical form are registered and returned by Registrar and Share Transfer Agent within fifteen days of receipt of documents provided the documents are found to be in order.

• Register and Transfer Agents : MCS Share Transfer Agent Limited
383, Lake Gardens, 1st Floor,
Kolkata - 700 045
Phone No- 033 40724051 (3 lines)
• Address for correspondence: Arti Dugar( Company Secretary),
Balurghat Technologies Limited
170/2C, A.J.C BOSE ROAD KOLKATA-700014
E-mail id: Kolkata@balurshat.co.in

• Dematerialization of Shares: As on March 31, 2020 5509502 equity Shares of the Company (30.27% of the total issued capital) were held in Physical Form and 12690498 equity shares (69.73% of the total issued capital) were held in dematerialized form. Register and Transfer Agents are appointed for transfer of shares in Physical model

Stock Market Data:

Month

Stock Price

High Low
April 2019 6.50 4.39
May 2019 6.45 4.40
June 2019 5.84 4.23
July 2019 5.04 4.20
August 2019 7.22 4.45
September 2019 8.82 6.78
October 2019 11.36 7.90
November 2019 10.18 8.04
December 2019 10.42 8.35
January 2020 11.92 7.51
February 2020 10.97 7.62
March 2020 8.26 4.29

The performance of Companys market share price with comparison to BSE Sensex on year to year basis:

The Companys market price has increased by 27.07% from being Rs.6.50 per share as on 01.04.2019 to Rs. 8.26 per share as on 31.03.2020; whereas BSE SENSEX has fallen by 31.35% (Sensex being 38672 on 01.04.2019 and 29468 on 31.03.2020).

The securities of the Company have never been suspended from trading by the Stock Exchange.

Distribution of Shareholding as on March 31, 2020:

Category No. of Cases % of Cases Total Shares % of Shares
1 - 500 10540 81.8641 2739810 15.0539
501 - 1000 1344 10.4388 1123572 6.1735
1001 - 2000 436 3.3864 681976 3.7471
2001 - 3000 227 1.7631 579942 3.1865
3001 - 4000 75 .5825 273682 1.5037
4001 - 5000 76 .5903 362760 1.9932
5001 - 10000 93 .7223 694825 3.8177
10001 - 50000 67 .5204 1347586 7.4043
50001 - 100000 6 .0466 409982 2.2526
100001 & Above 11 .0854 9985865 54.8674
TOTAL 12875 100 18200000 100

Categories of Shares as on March 31, 2020:

Category Shareholding Percentage
Promoters 6121418 33.63
Private Corporate Bodies 2105873 11.57
Non Resident Individual 19352 0.11
Indian Public 9953357 54.69
TOTAL 18200000 100

Redressal of Investor Grievances: Low volume turnover hardly provides scope of any routine activity in this area; hence the primary responsibility for redressal activities had been entrusted upon the RTA backed by the Compliance Officer under the supervision and control of Share Committee. The Nature of Complaints were mainly the delay in receipt of share certificates as most of the shareholders misinterpreted the Option letters sent by the RTA following registration of transfer.

DISCLOSURES

• Related Party Transactions

Details of materially significant related party transactions i.e. transactions of the Company of material nature with its promoters, the Directors or the management, their relatives, etc. are presented under the Notes to the Financial Statements. All details on the financial and commercial transactions, where Directors may have a potential interest, are provided to the Board. The interested Directors neither participate in the discussion, nor vote on such matters. During 2019-20, there were no related party transactions of material nature that could have a potential conflict with the interests of the Company.

A framed Policy on Related Party Transactions is uploaded on the Companys website, www.balurghat.co.in.

• Accounting Treatment in Preparation of Financial Statements

In the preparation of the financial statements the Company has followed the Accounting Standards issued by the Companies (Accounting Standard) Rules 2006 as well as the Accounting Standards (IND AS) issued by the ICAI

• Risk Management

The Company has established a robust risk management framework. The Board reviews and monitors the implementation of the Risk Management Policy of the Company.

• Subsidiary Companies: The Company has no subsidiary.

• Share Capital Reconciliation Audit: CS Mohan Ram Goenka, a Practicing Company Secretary, carried out a Share Capital Reconciliation Audit in accordance with SEBI circular D & CC /FITTC/ CIR -16/2002 Dated 31.12.2002 during the year on quarterly basis to reconcile the total admitted capital with National Securities Depository Ltd. (NSDL) and Central Depository Services (India) Limited (CSDL) and the total issued and listed capital. Any difference in aggregate is reported in quarterly reports. Moreover, number of requests confirmed after 21 days and / or number of requests pending beyond 21 days during /at the end of each quarter by / with RTA is reflected in the report along with reasons for delay, if any.

OTHER DISCLOSURES

i. There were no instances of Non - compliance penalties, strictures on the company by stock exchange/SEBI/Statutory Authority on any matter relating to capital market during the last 3 years.

ii. Whereas due to prevailing financial stringency over the last several years, the company was not in a position to pay the listing fees to certain stock exchanges except Mumbai Stock Exchange in respect of which there are no outstanding as on date. The company has applied for delisting of its securities from the Madras, Jaipur, Kolkata, pending disposal till date. Under similar circumstances the Company is not in a position to pay fees introduced by CDSL, which are since been pending till date.

iii. Details of complaints in relation to Sexual Harassment of Women at Workplace during the year as under were (Prevention, Prohibition and Redressal) Act, 2013:

1. No of Complaints Received- 0

2. No of Complaints Solved - 0

3. No of Complaints pending- Nil

iv. Code of Internal Procedures and Conduct for Regulating, Monitoring and Reporting of Trading By Insiders

The Company has adopted the policy on prevention of insider trading practices in compliance with the SEBI (Prohibition of Insider Trading) Regulations, 2015. The said code governs the trading by insiders of the Company. The objective of this Code is to prevent purchase and/ or sale of shares of the Company by an insider on the basis of unpublished price sensitive information. Under this Code, Directors and designated employees are completely prohibited from dealing in the Companys shares when the Trading Window is closed. Further, the Code specifies the procedures to be followed and disclosures to be made by Directors and the designated/specified employees, while dealing with the shares of the Company and enlists the consequences of any violations. Company Secretary has been designated as the Compliance Officer for this Code.

• There was no instance of non-compliance on any matter during the period under consideration with respect to capital market.

• The Company has a Code of Conduct for Prevention of Insider Trading in the shares of the Company for Directors and other identified persons in accordance with applicable Regulations on this count.

• The Company Has a Whistle Blower Policy which can be accessed on the Companys website www.balurghat.co.in

• The Company has policy on Familiarization program me for independent Directors which can be accessed on the Companys website www.balurghat.co.in.

• Independent Directors Meeting was held on 30-06-2020 to review the performance of the Non-independent Directors and the Board as a whole, performance of Chairperson and quality, quantity and timeliness of information exchange between the Company Management and the Board.

• The Company has put in place a Board Evaluation Process. A note on this is provided in the Directors Report.

• The Company has put in place adequate internal control system and a policy in this regard has been provided in Boards Report.

CEO/CFO Certification

As required under SEBI(LODR)Regulations, 2015, the Chief Financial Officer of the Company have certified to the Board on the Financial Statements for the year ended March 31, 2020, which is annexed to the Annual Report.

The Managing Director and CFO of the Company have given the necessary Compliance Certificate as required under Regulation 17(8) under Part B of Schedule II of SEBI Regulations 2015

By Order of the Board
For Balurghat Technologies Limited
Pawan Kumar Sethia
Dated: 06/07/2020 Managing Director
Place: Kolkata (DIN: 00482462)