DIRECTORS' REPORT DEAR MEMBERS 1. Your Directors present the 27th Annual Report together with the Audited statement of Accounts for the year ended 31st March, 2015. 2. PERFORMANCE AND OUTLOOK The Gross Income for the year was Rs. 26774.92 Lacs against Rs. 15981.84 Lacs in previous year and the net loss was 2.57 Lacs for the year against net profit of Rs. 44.75 lacs in previous year. On account of adverse market trend, the company sustained loss during the year under review. However the company expects better financial result in the ensuing year. 3. DIVIDEND In the absence of Profits, your Directors regret their inability to propose Dividend. 4.CORPORATE GOVERNANCE REPORT, MANAGEMENT DISCUSSION AND ANALYSIS AND OTHER INFORMATION REQUIRED UNDER THE COMPANIES ACT, 2013 AND LISTING AGREEMENT As per Clause 49 of the Listing Agreement entered into with the Stock Exchanges, Corporate Governance Report with Auditors Certificate thereon is attached and forms part of this report. 5. DIRECTORS'S 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: i) That in the preparation of the accounts for the financial year ended 31st March, 2015 the applicable accounting standards have been followed along with proper explanation relating to material departures. ii) That the Directors have 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 the year under review. iii) That the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities. iv) That the Directors have laid down internal financial controls to be followed by the company and that such internal controls are adequate and were operating effectively. v) That the Directors have prepared the accounts for the financial year ended 31st March 2015 on a going concern basis. vi) The Directors had devised proper systems to ensure compliance with the provisions of the applicable laws and that such systems were adequate and operating effectively. 6. DIRECTORS Shri Gautam Mehra retires by rotation at the ensuing Annual General Meeting and, being eligible, offers himself for reappointment. Pursuant to the provisions of section 161(1) of the companies Act, 2013 and the Articles of Association of the company, Smt Mina Roy was appointed as an Additional Director designated as an Independent director w.e.f 1st April ,2013 and she shall hold office up to the date of the ensuing Annual General Meeting. The Company has received requisite notice in writing from a member proposing her appointment as an Independent Director. The company has received requisite notices in writing from members proposing Shri Dulichand Karel and Shri N.C. Biswas for appointment as Independent Directors pursuant to provisions of Companies Act, 2013. The Company has received declarations from all the Independent Directors of the Company confirming that they meet with the criteria of Independence as prescribed both under sub-section(6) of section 149 of the companies Act,2013 and under Clause 49 of the Listing Agreement with the stock Exchanges. 7. AUDITORS AND SECRETARIAL AUDIT U Narain& Co., Chartered Accounts Statutory Auditors of the company hold office till the conclusion of the ensuing Annual General Meeting and are eligible for reappointment. They have confirmed their eligibility to the effect that their reappointment, if made would be within the prescribed limits under the Act and that they are not disqualified for re-appointment. The Notes on Financial Statement referred to in the Auditor's Report are self- explanatory and do not call for any further comments. The Auditor's report does not contain any qualification, reservation or adverse remarks. The Board has appointed Practicing Company Secretary to conduct Secretarial Audit for the financial Year 2014-2015. The Secretarial Audit Report for the financial year ended 31st March, 2015 is annexed herewith marked as Annexure I to this report. The Secretarial Audit Report contains certain observations regarding which Board's comment is given below. The Board has at all times been duly constituted with adequate number of Independent Directors. The existing Independent directors have continued to function as Independent Directors in the Board as well as in the Committees of the Board as per legal advice and hence the existing independent directors have not been appointed by the Company after the commencement of Companies Act 2013. However, having being apprised of the legal requirement of appointing the existing Independent directors, steps are being taken for their appointment at the ensuing Annual General Meeting of the Company.The Committees of the Board would consequently be reconstituted with the regularization of the appointment of Independent Directors. The Company is also in the process of appointing the Key Managerial Personnel in accordance with the provisions of the Act. The Company has already appointed a Woman Director in its Board. The non-filing of certain forms were mainly due to inadvertence with the advent of the new Companies Act 2013. The provisions of clause 49 is not mandatory to be complied with, by the Company, since the paid-up capital is less than Rs. 10 crore and the net worth does not exceed Rs. 25 crore. However the Company has been regularly complying with the Corporate Governance norms. 8. CORPORATE SOCIAL RESPONSIBILITY The provisions of Companies Act, 2013 regarding corporate social Responsibility are not attracted to the Company. 9. BOARD EVALUATION Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, a structured questionnaire was prepared after taking into consideration of the various aspects of the Board's functioning, composition of the Board and its Committees, culture, execution and performance of specific duties obligations and governance. The performance evaluation of the Independent Directors was Completed. The performance evaluation of the Chairman and the Non Independent Directors was carried out by the Independent Directors. The Board of Directors expressed their satisfaction with the evaluation process. 10. FAMILIRISATION PROGRAMME FOR DIRECTORS At the time of appointing a Director, a formal letter of appointment is given to him, which interalia explains the role, function, duties and responsibilities expected of him as a Director of the Company. The Director is also explained in detail the Compliance required from him under the Companies Act, 2013, Clause 49 of the Listing Agreement and other relevant regulations and affirmation taken with respect to the same. The Chairman along with the Management has also one to one discussion with the newly appointed Director to familiarize with the Company's operations. 11. NUMBER OF MEETINGS OF THE BOARD The details of the number of meetings of the Board held during the Financial Year 2014-15, forms part of the Corporate Governance Report. 12. INDEPENDENT DIRECTORS DECLARATION The Non Executive Independent Directors fulfill the conditions of independence specified in Section 149 (6) of the Companies Act, 2013 and Rules made there under and meet with requirement of Clause 49 of the Listing Agreement entered into with the stock Exchanges. A formal letter of appointment to Independent Director as provided in Companies Act, 2013 and the Listing Agreement has been issued and disclosed on the website of the Company at www.balatechnoglobal.com . 13. PARTICULARS OF LOANS,GUARANTEES OR INVESTMENTS BY THE COMPANY Details of loans, guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the Notes to Financial Statements. 14. VIGIL MECHANISM/WHISTLE BLOWER POLICY The Company has a vigil mechanism / whistle Blower policy for Directors and employees to report genuine concerns or grievances. The Whistle Blower policy has been posted on the website of the Company (www.balatechnoglobal.com ). 15. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY The Company has an effective internal control and risk mitigation system, which has consistently assessed and strengthened with standard operating procedure. Audit Committee of the Board of Directors actively reviews the adequacy and effectiveness of the internal control systems and suggests improvements to strengthen the same. 16. RISK MANAGEMENT The Risk Management is a very important part of business. The main aim of risk management is to identify, monitor and take precautionary measures in respect of the events that may pose risks for the business. The Company is having a business risk management framework in place, which defines the risk management approach of the company and includes periodic review of such risks and mitigating controls and reporting mechanism of such risks. 17. NOMINATION AND REMUNERATION POLICY The Board of Directors has framed a policy which lays down a frame work in relation to remuneration of Directors, Key Managerial Personnel and Senior Management of the Company. This policy also lays down criteria for selection and appointment of Board Members. 18. DEPOSITS FROM PUBLIC The Company has not accepted any deposits from public and as such no amount on account of principal or interest on deposit from public was outstanding as on the date of the Balance sheet. 19. EXTRACT OF ANNUAL RETURN The extract of Annual Return in Form MGT-9 as per Section 92 (3) of the Companies Act, 2013 and Rule 12 (1) of Companies (Management & Administration) Rules, 2014 is annexed hereto as Annexure II and forms part of this report. 20. PERSONNEL & INDUSTRIAL RELATIONS Industrial Relations were cordial and satisfactory. There were no employees whose particulars are to be given in terms of Section 134(3) (q) of the companies Act, 2013 read with Rule 5(2) and 5(3) of the companies (Appointment and Remuneration of Managerial Personnel), Rules 2014. 21. ACKNOWLEDGEMENT Your Directors place on record their appreciation for the overwhelming co-operation received from Bankers and Business constituents. Your Director would also like to place on record their deep appreciation of the continued support of shareholders. By Order of the Board For Bala Techno Global Ltd. Narayan Chandra Biswas Director Anil Kumar Saha Director P -22,C.I.T Road, Scheme- 55, Kolkata - 700 014 Date : 26th November, 2015 |