AFFLUENCE

To the Members,
The Board of Directors of your company have pleasure in presenting before you the 32nd  Annual Report of the Company together with the Audited Statements of Accounts for the financial year ended 31st March, 2016.

                                 For and on behalf of the board

                                                                        S V NAGARAJA REDDY
            Director (00124414)
Place: Nellore
Date: 27/05/2016















ANNEXURE INDEX

ANNEXURE I
DECLARATION FROM INDEPENDENT DIRECTORS ON ANNUAL BASIS
To the shareholders of Balaji Industrial Corporation Limited
Dear Sir,
I undertake to comply with the conditions laid down in section 149 and Schedule IV of the Companies Act, 2013 in relation to conditions of independence and in particular:
(a) I declare that up to the date of this certificate, I did not have any material pecuniary relationship or transactions with the Company, its promoter, its directors, senior management or its holding Company, its subsidiary and associates as named in the Annexure thereto which may affect my independence as director on the Board of the Company. I further declare that I will not enter into any such relationship/transactions. However, if and when I intend to enter into such relationships/transactions, whether material or non-material I shall keep prior approval of the Board. I agree that I shall cease to be an independent director from the date of entering into such relationship/transaction.
(b) I declare that I am not related to promoters or persons occupying management positions at the Board level or at one level below the board and also have not been executive of the Company in the immediately preceding three financial years.
(c) I was not a partner or an executive or was also not partner or executive during the preceding three years, of any of the following:
    (i) the statutory audit firm or the internal audit firm that is associated with the                    Company and
    (ii) the legal firm(s) and consulting firm(s) that have a material association with the company
(d) I have not been a material suppliers, service provider or customer or lessor or lessee of the company, which may affect independence of the director, and was not a substantial shareholder of the Company i.e., owning two percent or more of the block of voting shares.
Thanking You.
Yours Faithfully,
V Saravanan
Director 00068562
(Independent director)
Date: 27/05/2016

ANNEXURE I
DECLARATION FROM INDEPENDENT DIRECTORS ON ANNUAL BASIS
To the shareholders of Balaji Industrial Corporation Limited
Dear Sir,
I undertake to comply with the conditions laid down in section 149 and Schedule IV of the Companies Act, 2013 in relation to conditions of independence and in particular:
(a) I declare that up to the date of this certificate, I did not have any material pecuniary relationship or transactions with the Company, its promoter, its directors, senior management or its holding Company, its subsidiary and associates as named in the Annexure thereto which may affect my independence as director on the Board of the Company. I further declare that I will not enter into any such relationship/transactions. However, if and when I intend to enter into such relationships/transactions, whether material or non-material I shall keep prior approval of the Board. I agree that I shall cease to be an independent director from the date of entering into such relationship/transaction.
(b) I declare that I am not related to promoters or persons occupying management positions at the Board level or at one level below the board and also have not been executive of the Company in the immediately preceding three financial years.
(c) I was not a partner or an executive or was also not partner or executive during the preceding three years, of any of the following:
    (i) the statutory audit firm or the internal audit firm that is associated with the                    Company and
    (ii) the legal firm(s) and consulting firm(s) that have a material association with the company
(d) I have not been a material suppliers, service provider or customer or lessor or lessee of the company, which may affect independence of the director, and was not a substantial shareholder of the Company i.e., owning two percent or more of the block of voting shares.
Thanking You.
Yours Faithfully,
V Sujatha
Director (Din007422606)
(Independent director)
Date: 27/05/2016


ANNEXURE II
BALAJI INDUSTRIAL CORPORATION LIMITED
CIN:L74999AP1984PLC01535
COMPANY’S CORPORATE SOCIAL RESPONSIBILITY POLICY

The companies proposes to undertake under its CSR Policy;
eradicating extreme hunger and poverty
promotion of education
promoting gender equality and empowering women
reducing child mortality and improving maternal health
Combating human immunodeficiency virus , acquired immune deficiency syndrome, malaria, and other diseases
Ensuring environmental sustainability
Employment enhancing vocational skills
Social business projects
Contribution to the prime minister’s national relief fund or any other fund set up b y the Central Government or the State Governments for socio economic development and relief and funds for the welfare of the scheduled castes, the scheduled tribes, other backward classes , minorities and women
The Composition of the CSR Committee:
Corporate Social Responsibility Committee Terms of reference are as follows:
Formulate and recommend to the Board, a Corporate Social Responsibility Policy which shall indicate the activities to be undertaken by the Company; Recommend the amount of expenditure to be incurred on the activities referred to in above; and monitor the Corporate Social Responsibility Policy of the Company from time to time.
3. Average net profit of the company for last three financial years: (not applicable)
4. Prescribed CSR Expenditure (two per cent. of the amount as in item 3 above) Nil
5. Details of CSR spent during the financial year: Nil
(a) Total amount to be spent for the financial year: Nil
(b) Amount unspent, if any: Nil
(c) Manner in which the amount spent during the financial year is detailed below.

6. The company has not undertaken any CSR activity during the financial year in view of the financial constraints being faced by the company and sluggish and uncertainty in the market in the country.
7. A responsibility statement of the CSR Committee that the implementation and monitoring of CSR Policy, is in compliance with CSR objectives and Policy of the company;
The company’s CSR committee understands their responsibilities as envisaged under the provisions of the Companies Act 2013 and confident of discharging and implementing the same with utmost sincerity and commitment.




























ANNEXURE III

Nomination and Remuneration Policy of Balaji Industrial Corporation Limited

This Nomination and Remuneration Policy is being formulated in compliance with Section 178 of the Companies Act, 2013, as amended from time to time. This policy on nomination and remuneration of Directors, Key Managerial Personnel and Senior Management has been formulated by the Nomination and Remuneration Committee (NRC or the Committee) and has been approved by the Board of Directors.

Definitions:

“Remuneration” means any money or its equivalent given or passed to any person for services rendered by him and includes perquisites as defined under the Income-tax Act, 1961;

“Key Managerial Personnel” means:

Managing Director, or Chief Executive Officer or Manager and in their absence, a Whole-time Director;

Chief Financial Officer;

Company Secretary; and

such other officer as may be prescribed.

“Senior Managerial Personnel” mean the personnel of the company who are members of its core management team excluding Board of Directors. Normally, this would comprise all members of management, of rank equivalent to General Manager and above, including all functional heads.

Objective:

The objective of the policy is to ensure that

the level and composition of remuneration is reasonable and sufficient to attract, retain and motivate directors of the quality required to run the company successfully;

relationship of remuneration to performance is clear and meets appropriate performance benchmarks; and

remuneration to directors, key managerial personnel and senior management involves a balance between fixed and incentive pay reflecting short and long-term performance objectives appropriate to the working of the company and its goals.


Role of the Committee:

The role of the NRC will be the following:

To formulate criteria for determining qualifications, positive attributes and independence of a Director.

To formulate criteria for evaluation of Independent Directors and the Board.

To identify persons who are qualified to become Directors and who may be appointed in Senior Management in accordance with the criteria laid down in this policy.

To carry out evaluation of Director’s performance.

To recommend to the Board the appointment and removal of Directors and Senior Management.

To recommend to the Board policy relating to remuneration for Directors, Key Managerial Personnel and Senior Management.

To devise a policy on Board diversity, composition, size.

Succession planning for replacing Key Executives and overseeing.

To carry out any other function as is mandated by the Board from time to time and / or enforced by any statutory notification, amendment or modification, as may be applicable.


To perform such other functions as may be necessary or appropriate for the performance of its duties.

APPOINTMENT AND REMOVAL OF DIRECTOR, KEY MANAGERIAL PERSONNEL AND SENIOR MANAGEMENT

The Committee shall identify and ascertain the integrity, qualification, expertise and experience of the person for appointment as Director, KMP or at Senior Management level and recommend his / her appointment, as per Company’s Policy.

A person should possess adequate qualification, expertise and experience for the position he / she is considered for appointment. The Committee has authority to decide whether qualification, expertise and experience possessed by a person is sufficient / satisfactory for the position.

The Company shall not appoint or continue the employment of any person as Whole-time Director who has attained the age of seventy years. Provided that the term of the person holding this position may be extended beyond the age of seventy years with the approval of shareholders by passing a special resolution.

TERM / TENURE

a) Managing Director/Whole-time Director:

The Company shall appoint or re-appoint any person as its Executive Chairman, Managing Director or Executive Director for a term not exceeding five years at a time. No re-appointment shall be made earlier than one year before the expiry of term.

b) Independent Director:

An Independent Director shall hold office for a term up to five consecutive years on the Board of the Company and will be eligible for re-appointment on passing of a special resolution by the Company and disclosure of such appointment in the Board's report.

No Independent Director shall hold office for more than two consecutive terms of upto maximum of 5 years each, but such Independent Director shall be eligible for appointment after expiry of three years of ceasing to become an Independent Director.

Provided that an Independent Director shall not, during the said period of three years, be appointed in or be associated with the Company in any other capacity, either directly or indirectly.

At the time of appointment of Independent Director it should be ensured that number of Boards on which such Independent Director serves is restricted to seven listed companies as an Independent Director and three listed companies as an Independent Director in case such person is serving as a Whole-time Director of a listed company or such other number as may be prescribed under the Act.

EVALUATION

The Committee shall carry out evaluation of performance of Director, KMP and Senior Management Personnel yearly or at such intervals as may be considered necessary.

REMOVAL

The Committee may recommend with reasons recorded in writing, removal of a Director, KMP or Senior Management Personnel subject to the provisions and compliance of the Companies Act, 2013, rules and regulations and the policy of the Company.

RETIREMENT

The Director, KMP and Senior Management Personnel shall retire as per the applicable provisions of the Act and the prevailing policy of the Company. The Board will have the discretion to retain the Director, KMP, Senior Management Personnel in the same position/ remuneration or otherwise even after attaining the retirement age, for the benefit of the Company.

POLICY FOR REMUNERATION TO DIRECTORS/KMP/SENIOR MANAGEMENT PERSONNEL

Remuneration to Managing Director / Whole-time Directors:

The Remuneration/ Commission etc. to be paid to Managing Director / Whole-time Directors, etc. shall be governed as per provisions of the Companies Act, 2013 and rules made there under or any other enactment for the time being in force and the approvals obtained from the Members of the Company.

The Nomination and Remuneration Committee shall make such recommendations to the Board of Directors, as it may consider appropriate with regard to remuneration to Managing Director / Whole-time Directors.

Remuneration to Non- Executive / Independent Directors:

The Non-Executive / Independent Directors may receive sitting fees and such other remuneration as permissible under the provisions of Companies Act, 2013. The amount of sitting fees shall be such as may be recommended by the Nomination and Remuneration Committee and approved by the Board of Directors.

All the remuneration of the Non- Executive / Independent Directors (excluding remuneration for attending meetings as prescribed under Section 197 (5) of the Companies Act, 2013) shall be subject to ceiling/ limits as provided under Companies Act, 2013 and rules made there under or any other enactment for the time being in force. The amount of such remuneration shall be such as may be recommended by the Nomination and Remuneration Committee and approved by the Board of Directors or shareholders, as the case may be.

Any remuneration paid to Non- Executive / Independent Directors for services rendered which are of professional in nature shall not be considered as part of the remuneration for the purposes of clause (b) above if the following conditions are satisfied:

The Services are rendered by such Director in his capacity as the professional; and

In the opinion of the Committee, the director possesses the requisite qualification for the practice of that profession.

Remuneration to Key Managerial Personnel and Senior Management:

The remuneration to Key Managerial Personnel and Senior Management shall consist of fixed pay and incentive pay, in compliance with the provisions of the Companies Act, 2013 and in accordance with the Company’s Policy.

The Fixed pay shall include monthly remuneration, employer’s contribution to Provident Fund, contribution to pension fund, pension schemes, etc. as decided from to time.

The Incentive pay shall be decided based on the balance between performance of the Company and performance of the Key Managerial Personnel and Senior Management, to be decided annually or at such intervals as may be considered appropriate.

IMPLEMENTATION

The Committee may issue guidelines, procedures, formats, reporting mechanism and manuals in supplement and for better implementation of this policy as considered appropriate.

The Committee may Delegate any of its powers to one or more of its members.


















ANNEXURE VI

Vigil mechanism & whistle blower policy of Balaji Industrial Corporation Limited

Preface

Balaji Industrial Corporation Limited (Company) is committed to conducting its business in accordance with applicable laws, rules and regulations and the highest standards of business ethics and to full and accurate disclosures. The Company believes in the conduct of the affairs of its constituents in a fair and transparent manner by adopting highest standards of professionalism, honesty, integrity and ethical behavior. The purpose of this mechanism is to eliminate and help to prevent malpractices, to investigate and resolve complaints, take appropriate action to safeguard the interests of the Company and to ensure that any person making a complaint (referred to as "a whistleblower”) is protected, while at the same time actively discouraging frivolous and insubstantial complaints. Company shall oversee the vigil mechanism through Audit committee and if any of the members of the committee have a conflict of interest in a given case, they should recuse themselves and the others on the committee would deal with the matter on hand.


Scope of Vigil Mechanism

To act as an additional internal element of the Company’s compliance and integrity policies.

Not a substitute for other formal internal arrangements and procedures.

Seeks to ensure that anyone who is aware (director or employee of the company) of a breach of Company policies and procedures, suspected or actual frauds and embezzlement, illegal, unethical behavior or violation of company’s code of conduct or ethics etc., feels free to bring this to the attention of appropriate personnel in the Company, without fear of victimization, harassment or retaliation.

Applicability

This Mechanism applies to the following:

All the Directors

All the employees and ex-employees and their representative bodies of different departments of the Company

All the Business Associates of the Company



Compliance with Laws, Rules and Regulations

Section 177 of the Companies Act, 2013 provides for a requirement for all listed companies to establish a mechanism called 'Vigil Mechanism' for all the Directors and employees to report to the management instances of unethical behaviour, actual or suspected fraud or violation of the Company's code of conduct or ethics policy.

Accordingly, this Vigil Mechanism is required to provide adequate safeguards against victimization of persons who use such mechanisms and also to ensure direct access to the Chairman of the Audit Committee in appropriate or exceptional cases.

Definitions

Act” means the Companies Act, 2013 and relevant rules; as amended from time to time;

Audit Committee” means a Committee constituted by the Board of Directors of the Company in accordance with the Companies Act, 2013;

“Board” means the Board of Directors of the Company;

“Company” means Balaji Industrial Corporation limited

“Disciplinary Action” means any action that can be taken on the completion of / during the investigation proceedings including but not limiting to a warning, imposition of fine, suspension from official duties or any such action as is deemed to be fit considering the gravity of the matter.

“Directors” means all the directors of the Company including directors of its subsidiaries and associates.

“Employee” means every employee on the permanent or temporary rolls of the Company and ex-employees including its subsidiaries and associates (whether working in India or abroad) and includes their representative bodies.

“Fraud” in relation to affairs of a company or anybody corporate, includes any act, omission, concealment of any fact or abuse of position committed by any person or any other person with the connivance in any manner, with intent to deceive, to gain undue advantage from, or to injure the interests of, the company or its shareholders or its creditors or any other person, whether or not there is any wrongful gain or wrongful loss.


“Investigation Subject” means a person or group of persons against or in relation to whom a Protected Disclosure is made or evidence gathered during the course of an investigation.

“Policy” means The Vigil Mechanism/Whistle Blower Policy.

“Protected Disclosure” means any communication made in good faith by the whistle blower that discloses or demonstrates information that may indicate evidence towards unethical or improper activity.

“Reporting Authority” means any member of the Audit Committee.

“Whistle Blower” means a person making a Protected Disclosure under this Policy. Whistle Blower or complainant could be Director(s)/employee/ex-employee including their representative bodies /business associate whether at the Senior Management level or at lower level.

Wrongful Gain” means the gain by unlawful means of property to which the person gaining is not legally entitled.

“Wrongful Loss” means the loss by unlawful means of property to which the person losing is legally entitled.

Disclosure

The information on suspected wrongful conduct should be such information which is intended to cover serious concerns that could have a large impact on the Company such as actions that:

Abuse of Authority

Breach of contract

Negligence causing substantial and specific danger to public health and safety

Manipulation of company data/records

Financial irregularities, including fraud, or suspected fraud

Criminal offence

Pilferation of confidential/propriety information

Deliberate violation of law/regulation

Wastage/misappropriation of company funds/assets

Breach of employee Code of Conduct or Rules

Any other unethical, biased, favoured, imprudent event

Amount to serious improper conduct, including any kind of harassment (sexual or otherwise)

The above list is only illustrative and should not be considered as exhaustive.

Policy should not be used in place of the Company grievance procedures or be a route for raising malicious or unfounded allegations against colleagues.

Investigation

Whistle Blower can make Protected Disclosure to Reporting Authority, as soon as possible after becoming aware of the suspected or actual frauds and embezzlement, illegal, unethical behavior or violation of company’s code of conduct or ethics etc.

Whistle Blower must put his/her name to allegations. Concerns expressed anonymously WILL NOT BE investigated.

If initial enquiries by the Reporting Authority indicate that the concern has no basis, or it is not a matter to be investigation pursued under this Policy, it may be dismissed at this stage and the basis for such dismiss will be recorded and such decision will be documented.

Where initial enquiries indicate that further investigation is necessary, this will be carried through either by the Reporting Authority.

Documentation and Reporting

1. Written report of the findings would be made. The record would include:

Facts of the Matter

Whether the Protected Disclosure was raised previously by anyone or not, and if made, the outcome thereof;

Whether any Protected Disclosure was raised previously against the same Investigation Subject;

The financial/ otherwise loss which has been incurred / would have been incurred by the Company.

Findings of Reporting authority;

Impact Analysis (If applicable).

The timeline for final decision of investigation (Maximum 15 days).


2. In case the Protected Disclosure is proved, take such Disciplinary Action as the Committee may think fit and take preventive measures to avoid reoccurrence of the matter;

In case the Protected Disclosure is not proved, extinguish the matter and take note of the same;
Or

Depending upon the seriousness of the matter, the Committee may refer the matter to the Audit Committee with proposed disciplinary action/countermeasures. In case the Audit Committee thinks that the matter is too serious, it can further place the matter before the Board with its recommendations. The Board may decide the matter as it deems fit.

In case of repeated frivolous complaints being filed by a director or an employee, the audit committee may take suitable action against the concerned director or employee including reprimand.

In exceptional cases, where the Whistle Blower is not satisfied with the outcome of the investigation and the decision, he/she can make a direct appeal to the Chairman of the Audit Committee.

Protection

No unfair treatment will be meted out to a Whistle Blower by virtue of his/her having reported a Protected Disclosure under this Policy.

The Company, as a policy, condemns any kind of discrimination, harassment, victimization or any other unfair employment practice being adopted against Whistle Blower. Complete protection will, therefore, be given to Whistle Blower against any unfair practice like retaliation, threat or intimidation of termination/suspension of service, disciplinary action, transfer, demotion, refusal of promotion, discrimination, any type of harassment, biased behavior or the including any direct or indirect use of authority to obstruct the Whistle Blower’s right to continue to perform his duties/functions including making further Protected Disclosure.

As a matter of general deterrence, the Company shall publicly inform employees of the penalties imposed and discipline of any person from misconduct arising from retaliation.

Any investigation into allegations of potential misconduct will not influence or be influenced by any disciplinary or redundancy procedures already taking place concerning an employee reporting a matter under this policy.

The Company will take steps to remove difficulties if any, which the Whistle Blower may experience as a result of making the Protected Disclosure. Thus, if the Whistle Blower is required to give evidence in criminal or disciplinary proceedings, the Company will arrange for the Whistle Blower to receive advice about the procedure, etc.

The identity of the Whistle Blower shall be kept confidential.

Any other Employee assisting in the said investigation or furnishing evidence shall also be protected to the same extent as the Whistle Blower.

The independent directors shall ascertain and ensure that the company has an adequate and functional vigil mechanism and to ensure that the interests of a person who uses such mechanism are not prejudicially affected on account of such use;

Secrecy and Confidentiality

The Whistle Blower, the Investigation Subject, Audit Committee, and everyone involved in the process shall:

maintain complete confidentiality/ secrecy of the matter

not discuss the matter in any informal/social gatherings/meetings

discuss only to the extent or with the persons required for the purpose of completing the process and investigations

not keep the papers unattended anywhere at any time

keep the electronic mails/files under password


If anyone is found not complying with the above, he/ she shall be held liable for such disciplinary action as is considered fit.

Reporting

A quarterly report with number of complaints received under the Policy and their outcome shall be placed before the Audit Committee.

Amendment
The Company reserves the right to amend or modify this Policy in whole or in part, at any point of time. Any amendment to the Policy shall take effect from the date when it is approved by the Audit Committee of the Company and hosted on the Company website.




















ANNEXURE - V
Annual Return Extracts in MGT 9

Form No. MGT-9
EXTRACT OF ANNUAL RETURN as on the financial year ended on  31st March 2016
[Pursuant to section 92(3) of the Companies Act, 2013 and rule 12(1) of the
Companies (Management and Administration) Rules, 2014]
I. REGISTRATION AND OTHER DETAILS:
CIN:-L74999AP1984PLC015354
Registration Date: 13/03/1984
Name of the Company: Balaji Industrial Corporation Limited
Category / Sub-Category of the Company: Company Limited by Shares / Indian Non- Government Company
Address of the Registered office and contact details:
PLOT NO. 330, III, CROSS ROAD, CENTRAL AVENUE, NELLORE, NELLORE – DISTRICT, ANDHRA PRADESH, PIN CODE-524 003
Whether listed company: Listed
Name, Address and Contact details of Registrar and Transfer Agent, if any: M/s Cameo Corporate Services Limited, ‘Subramanian Buildings’ No.1 Club House Road, Chennai – 600 002.Tel No. +91 44 2846 0390 (6 lines), Fax No. +91 44 2846 0129, Grams: CAMEO E-mail: cameo@cameoindia.com
  II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY:
To carry on the business of manufacturing steel ingots, wire rods etc., No manufacturing activity was carried on during the financial year 2015 -16.

  III.    PARTICULARS OF HOLDING , SUBSIDIARY & ASSOCIATE COMPANIES:
The company does not have any holding, subsidiary or associate companies.
IV.i. SHAREHOLDING PATTERN (Equity Share capital Break up as % to total Equity) Annexure
ii. SHARE HOLDING OF PROMOTERS: Annexure
iii. CHANGE IN PROMOTERS' SHAREHOLDING ( SPECIFY IF THERE IS NO CHANGE). Annexure
iv. Shareholding Pattern of top ten Shareholders (other than Directors, Promoters & Holders of GDRs & ADRs) Annexure
(V) INDEBTEDNESS:
Indebtedness of the Company including interest outstanding/accrued but not due for payment.

VI. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL:
1). Mr. S V Nagaraja Reddy (DIN – 00124414)– Promoter / Non-Executive Director

2). Mr.V Saravanan (DIN – 000685662)  / Non Executive Director and Independent Director
4). Mr. P Kamalakar Reddy (DIN – 00713846) Non Executive director
5.) Mrs. V Sujatha (DIN – 007422606 ) Non Executive Director

VII: REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL: Nil
VIII: PENALTIES / PUNISHMENT/ COMPOUNDING OF OFFENCES: Nil
IX: STATEMENT SHOWING DETAILS OF EMPLOYEES OF THE COMPANY (drawing 60 lakhs per year or Rs. 5 lakhs per month: Nil


ANNEXURE VI
           

_________________________________________________________________________________________________________________

Form No. MR-3
Secretarial Audit Report for the financial year ended 31.03.2016
[Pursuant to Section 204(1) of the Companies Act, 2013 and Rule No. 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014]

To
The Members
BALAJI INDUSTRIAL CORPORATION LIMITED
CIN : L74999AP1984PLC015354
Plot No. 330, III, Cross Road, Central Avenue,
Magunta Lay Out
Nellore – 524003.

I have conducted the secretarial audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by M/s. BALAJI INDUSTRIAL CORPORATION LIMITED (hereinafter called the Company). Secretarial Audit was conducted in a manner that provided me a reasonable basis for evaluating the corporate conducts/statutory compliances and expressing my opinion thereon. Based on my verification of the books, papers, minute books, forms and returns filed and other records maintained by the Company and also the information provided by the Company, its officers, agents and authorized representatives during the conduct of secretarial audit, I hereby report that in my opinion, the Company has, during the audit period ended on 31st March, 2016, complied with the statutory provisions listed hereunder and also that the Company has proper Board-processes and compliance-mechanism in place to the extent, in the manner and subject to the reporting made hereinafter. The members are requested to read this report along with my letter dated 20.07.2016 annexed to this report as Annexure -A:

1.  I have examined the books, papers, minute books, forms and returns filed and other records maintained by M/s. BALAJI INDUSTRIAL CORPORATION LIMITED (“The Company”) for the period ended on 31st March, 2016 according to the provisions of:
I. The Companies Act, 2013 (the Act) and the Rules made thereunder;
II. The Securities Contracts (Regulation) Act, 1956 (‘SCRA’) and the Rules made thereunder;
III. The Depositories Act, 1996 and the Regulations and Bye-laws framed thereunder;
IV. Foreign Exchange Management Act, 1999 and the Rules and Regulations made thereunder to the extent of Foreign Direct Investment, Overseas Direct Investment and External Commercial Borrowings;
V. The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992 (‘SEBI Act’):-
a. The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011;
b. The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 1992;
c. The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009; and
d. The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations, 1993 regarding the Companies Act and dealing with client;

VI. The Listing Agreements entered into by the Company with:
BSE Limited and
Madras Stock Exchange Limited
Hyderabad Stock Exchange &
Ahmedabad Stock Exchange

2.  I have been informed that, for the financial year ended on 31st March, 2016:
The Company was not required to maintain books, papers, minute books, form and returns filed or other records according to the provisions of the following regulations and Guidelines prescribed under the SEBI Act:
The Securities and Exchange Board of India(Issue and Listing of Debt Securities) Regulations, 2008;
The Securities and Exchange Board of India (Buyback of Securities) Regulations, 1998;
The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009;
The Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999;
As informed by the management there are no other laws specifically applicable to the Company the books, papers, minute books, forms and returns of which were required to be examined by me for the purpose of this report.

3. During the period under review the Company has complied Secretarial Standards with respect to Meetings of Board of Directors(SS-1) and General Meetings(SS-2) issued by the Institute of Company Secretaries of India applicable with effect from 1st July, 2015.

4. During the period under review the Company has complied with the provisions of the Act, Rules, Regulations and Agreements mentioned under paragraph 1 above, to the extent applicable, subject to my observations place in Annexure B to this report.

5. I further report that:
i. The Board of Directors of the Company is duly constituted. However, there are no executive directors in the Board. The Company has appointed woman director during the year. Otherthan this there were no changes in the composition of the Board of Directors during the period under review.
ii. Adequate notice is given to all directors to schedule the Board Meetings, agenda and detailed notes on agenda were sent at least seven days in advance, and a system exists for seeking and obtaining further information and clarifications on the agenda items before the meeting and for meaningful participation at the meeting.
iii. Majority decision is carried through. I have been informed that there were no dissenting members’ views on any of the matters during the year that were required to be captured and recorded as part of the minutes.
iv. There was no prosecution initiated and no fines or penalties were imposed during the year under review under the Act, SEBI Act, SCRA, Depositories Act, Listing Agreement and Rules, Regulations and Guidelines framed under these Acts against / on the Company, its Directors and Officers. However, the Company has received notice from the Registrar of Companies/Ministry of Corporate Affairs for seeking information on Corporate Social Responsibility obligation. For which the Company has duly replied clarifying the non applicability of Corporate Social Responsibility provisions.
v. The Directors have complied with the disclosure requirements in respect of their eligibility of appointment, their being independent and compliance with the Code of Business Conduct & Ethics for Directors and Management Personnel. However, one director has not submitted his disclosure requirements under the companies act, 2013.

6. I further report, that the compliance by the Company of applicable financial laws, like direct and indirect tax laws, has not been reviewed in this Audit since the same have been subject to review by other designated statutory professionals.

7. I further report that based on the information received and records maintained there are adequate systems and processes in the Company commensurate with the size and operations of the Company to monitor and ensure compliance with applicable laws, rules, regulations and guidelines.



Place : Chennai     P KRISHNA KUMAR
Date : 27/05/2016 COMPANY SECRETARY

_________________________________________________________________________________________________________________

To
The Members
BALAJI INDUSTRIAL CORPORATION LIMITED
CIN : L74999AP1984PLC015354
Plot No. 330, III, Cross Road, Central Avenue,
Magunta Lay Out
Nellore – 524003.
Annexure - A
Our Secretarial Audit Report of even date is to be read along with this letter.
1. Maintenance of secretarial records is the responsibility of the management of the company. My responsibility is to make a report based on the secretarial records produced for our audit.
2. I have followed the audit practices and processes as were appropriate to obtain reasonable assurance about the correctness of the contents of the secretarial records. The verification was done on test basis to ensure that correct facts are reflected in secretarial records. I believe that the processes and practices I followed provide a reasonable basis for my report.
3. I have not verified the correctness and appropriateness of financial records and books of accounts of the company.
4. Compliance with the provision of Corporate and other applicable laws, rules, regulations, standards is the responsibility of the management. My examination was limited to the verification of procedure on a test basis.
5. I have obtained the management’s representation about the compliance of laws, rules and regulations and happening of events, wherever required.
6. While forming an opinion on compliance and issuing this report, I have also taken into consideration the compliance related action by the Company after 31st March, 2016 but before the issue of this report.
7. I have also considered compliance related actions taken by the Company based upon independent legal/professional opinions obtained with reference to the compliance of the Companies Act 2013, where there was scope for multiple interpretations, especially since the financial year ended 31st March 2016 was the second full financial year in which the said Act became operational.
8. My secretarial Audit report is neither an assurance as to the future viability of the company nor of the efficacy or effectiveness which the management has conducted the affairs of the Company.



Place : Chennai     P KRISHNA KUMAR
Date : 27/05/2016 COMPANY SECRETARY

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Annexure – B

In terms of section 203 of the Companies Act, 2013, the company, being a listed company, is required to have a whole-time key managerial personnel under sub-section (i)(ii) & (iii). The Company did not have whole-time key managerial personnel under sub-section (i)(ii) & (iii) of section 203 of the Companies Act 2013 for the entire financial year ended 31st March, 2016.
The Company has not paid the listing fee to the stock exchanges and also defaulted in compliance of various Clauses of the listing agreement such as clause 41, 47 etc., of the Listing Agreement resulting in suspension of trading of shares on the stock exchanges.
In respect of loan availed from M/s. Prayag Enterprises Private Limited, the Company is not created charge on land and buildings situated at Nellore, as required by Companies Act, 1956, by way of security.
The Company has not proposed dividend on Preference Share Capital and these shares are cumulative, the dividend accumulated up to the current year is Rs.6,78,26,712 (Previous year – Rs. 5,75,76,712).
The forms are generally filed with the Ministry of Corporate Affairs within the prescribed time except certain instances of delay. Advised the Company to file some other forms which are required to be filed with the Registrar of Companies/Ministry of Corporate Affairs.





Place : Chennai     P KRISHNA KUMAR
Date : 27.05.2016  COMPANY SECRETARY












Distribution of shareholding as on March 31, 2016:

Categories of Shareholders as on March 31, 2016:

The Board of Directors at its meeting held on 27/05/2016 adopted the above report.

S.No. CONTENTS OF THE REPORT 1 FINANCIAL SUMMARY/HIGHLIGHTS, OPERATIONS, STATE OF AFFARIS: (In INR Lacs) Particulars 2015-2016 2014-15 Profit / Loss before Exceptional & Extraordinary items 5804.38 62.16 Exceptional & Extraordinary items -- -- Profit before tax 5804.38 62.16 Deferred tax 33.30 9.25 Profit/Loss for the year 5771.08 52.90 Deficit brought Forward from Previous Years (65511.92) (65649.32) Loss carried to Balance Sheet (59740.84) (65511.92) There were no operations during the financial year except delcredere commission received. The Company is exploring the possibilities of restarting the commercial operations. The company has received BIFR order during the year declaring the company out of the purview of the Board. During the year the company has passed a special resolution through postal ballot obtaining shareholders approval for sale of company’s distillery division situated at Hyderabad, Telangana State. The transaction is yet to be completed in view of the pending procedural formalities.

The Company informs that the disclosure of particulars under section 134(3)(m) of the Companies act, 2013 read with Rule 8 (3) of Companies (Accounts) Rules, 2014 relating to conservation of Energy etc is not applicable to the Company as no energy intensive works are undertaken by the company during the year.

Particulars relating to Technology Absorption etc., have not been furnished as the Company has neither undertaken any Research & Development activities in any Field of operations nor imported any technology thereto.

DIRECTOR’S RESPONSIBILITY STATEMENT: In pursuance of section 134 (5) of the Companies Act, 2013, the Directors hereby confirm 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 had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the 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 this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities; (d) the directors had prepared the annual accounts on a going concern basis; and (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.