REPORT ON CORPORATE GOVERNANCE
1) Company's Philosophy on Code of Corporate Governance
The Company firmly believes in and has consistently endeavoured to practice good Corporate Governance. The Company's philosophy on Corporate Governance envisages the attainment of the highest levels of transparency, professionalism and accountability, in all facets of its operations, and in all its interactions with its stake holders, including shareholders, employees, the government and lenders.
2) Board of Directors
The Board comprises of the Four Directors. The composition and Category of Directors on the Board of the Company are as under:
Code of Conduct
The Company has laid down a Code of Conduct for all Board Members as well as Senior Management Personnel of the Company.
The Code of Conduct is available on www.balatechnoglobal.com .
It has been confirmed and declared that all Board Members and Senior Management Personnel have affirmed Compliance with the Code of Conduct. The declaration to that effect forms part of this report.
The company has complied with the conditions of Section 149(6) of the Companies Act, 2013 and Clause 49 of the Listing Agreement with Stock Exchange regarding independence.
The company has also obtained declaration of independence from each Independent Directors pursuant to Section 149 (7) of the Companies Act, 2013.
Independent Directors Meeting:
A separate meeting of Independent Directors was held on 30.03.2015 without the attendance of non-Independent Directors and members of the management.
3) Audit Committee
Audit Committee has been constituted with Two Independent Directors namely; Shri Narayan Chandra Biswas (Chairman), Shri Dulichand Karel(Member) and Shri Anil Kumar Saha (Member) as non Independent Director as per provisions of the companies Act, 2013.
The terms of reference of the Audit committee are in conformity with the requirement of Clause 49 of the Listing Agreement and Section 177 of the Companies Act, 2013. These broadly cover the following:
1. To oversee the company's financial reporting process and the disclosure of its financial information.
2. Recommendation for appointment, remuneration and terms of appointment of auditors of the company.
3. Approval of payment to statutory auditors for any other services rendered by them.
4. Reviewing with the management, the annual financial statements and auditor's report thereon.
5. Matters required to be included in the directors responsibility statement to be included in the Board's report.
6. Changes, if any, in accounting policies and practices and reasons for the same.
7. Major accounting entries involving estimates based on the exercise of judgment by management.
8. Significant adjustments made in the financial statement arising out of audit findings.
9. Compliance with listing and other legal requirements relating to financial statements
10. Approval of the related party transactions as per policy of the company.
11. Review and monitor the auditor's independence and performance and effectiveness of audit process.
12. Scrutiny of inter corporate loans and investments.
13. Evolution of internal financial controls and risk management systems.
14. Reviewing with the management, performance of statutory and internal auditors, adequacy of the internal control systems.
15. Reviewing the adequacy of internal audit functions, if any, including frequency of internal audit.
16. Discussion with internal auditors of any significant findings and follow up thereon.
17. Reviewing the findings of any internal observations by the internal auditors into matters where there is irregularity or a failure of internal control system of a material nature and reporting the matter to the board.
18. Discussion with statutory auditors before the audit commences, about the nature and scope of audit as well as post audit discussion to ascertain any area of concern.
19. To review the functioning of the vigil mechanism.
20. Management discussion and analysis of financial condition and results of operations. During the Financial year ended on 31st March, 2015, four meetings were held on 30.05.2014, 11.08.2014, 12.11.2014 and11.02.2015.
During the Financial year ended on 31st March, 2015, four meetings were held on 30.05.2014,
11.08.2014, 12.11.2014 and11.02.2015
Directors responsible for financial functions, Statutory Auditors and other Executives as considered appropriate were also attending the Audit Committee.
Shri Tapas Kar is the Compliance Officer of the Company of the Audit committee.
i) Prevention of Insider Trading:
The Audit Committee also monitors implementation and compliance of the Company's Code of Conduct for prohibition of InsiderTrading in pursuance of SEBI (Prohibition of Insider Trading) Regulations, 1992 as amended up-to-date.
ii) Vigil Mechanism:
The Company has established a vigil mechanism for directors and employees to report concerns about unethical behavior,actual or suspected fraud or violation of the company's code of conduct or ethics policy duly adopted by the Board. The same is available on the
website of the Company www.balatechnoglobal.com . No personnel has been denied access to the Audit Committeeto lodge their compliance.
4. Nomination and RemunerationCommittee
As per provisions of the Companies Act,2013 Nomination and Remuneration Committee has been constituted with Shri Narayan Chandra Biswas as Chairman, Shri Dulichand Karel and Shri Anil Kumar Saha as Members.
The broad terms of reference of the Committee include;
• To identify persons who are qualified to become directors and who may be appointed in senior management, recommend to the Board their appointment and removal and shall carry out evaluation of every director's performance
• Formulation of the criteria for determining the qualifications, positive attributes and independence of the director and recommend to the Board a policy, relating to remuneration of the Directors , Key Managerial Personnel and other employees
• Formulation of criteria for evaluation of independence directors and the Board.
• Devising a policy on Board diversity
The remuneration policy is in consonance with the existing industry practice and also with the provisions of Companies Act.
Remuneration Committee met on 26th November, 2015. The committee took note that during the year ended 31.03.2015:
a. No remuneration was paid to any director of the company.
b. No Directors' fee for attending meeting of the Board or its committee wasp aid. Pecuniary relationship or transactions of the Non-executive Directors of the Company: NIL
5) Stakeholder's Relationship Committee
The Stakeholder's Relationship Committee was constituted with Shri Narayan Chandra Biswas as Chairman, Shri Dulichand Karel and Shri Anil Kumar Sahaas members as per Companies Act,2013.
The Committee is set up to monitor the process of share transfer, issue of fresh share certificates as well as review of redressal of share holders and investors complaints regarding transfer and dematerialization of shares, non-receipt of Annual Reports, besides complaints from SEBI, Stock Exchanges, Court, ROC and various Investor Forums. The committee also oversees the performance of Registrar and Transfer Agents and recommends measures for over all improvement in the quality of service to the investors.
Shri Tapas Kar Compliance officer of the Company Officiates as Compliance Officer of the Committees.
No complaint was out standing at the beginning of the year. During the year one complaint was received which remained outstanding at the end of the year. No request for transfer of shares physical or electronic was pending as on 31.03.2015.
In pursuance of Clause 47(f) of the listing agreement, the company has displayed email ID email@example.com in the Website for the purpose of registering complaints by investors and also to take necessary follow up action.
A certificate on a half yearly basis confirming due compliances of share Transfer formalities
by the company from Practicing Company Secretary has been submitted to stock exchange
within the stipulated time.
6) Corporate Social Responsibility (CSR)
The provisions with regard to section 135 of the Companies Act, 2013 do not apply to your company.
• Basis of Related Party Transactions
(i) There were no related party transactions during the year.
(ii) There is no noncompliance by the company and no penalties, strictures imposed on the [3?
company by Stock Exchange or SEBI or any Statutory Authority, on any matter related to capital market, during the last three years.except penalty of Rs 1000902/- imposed by the BSE for late filing of Quarterly Financial Results for 31.03.2014 and 30.06.2014.
• Disclosure of Accounting Treatment
The financial statements of the company have been prepared in accordance with the Generally Accepted Accounting Principles in India (Indian GAAP) to comply with the accounting standards notified under section 133 of the Companies Act, 2013. The financial statements have been prepared on accrual basis under the historic post-convention. The Accounting policies adopted in the preparation of the financial statements are consistent with those followed in the previous year.
• Proceeds from public issues, right issues, preferential issues etc.
The Company did not have any of the above issues during the year under review.
• Secretarial Audit Report
The Company has obtained Secretarial Audit Report on annual basis from the Company Secretary in Practice for compliance with Section 204 (1) of the Companies Act, 2013, and SEBI Listing Agreement. A text of the Annual Secretarial Audit Report is annexed elsewhere.
• Reconciliation of Share Capital Audit
A qualified Practicing Company Secretary has carried out Reconciliation of Share Capital
Audit to reconcile the total admitted capital with National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL) and the total issued and listed capital. The Report confirms that the total issued / paid up capital is in agreement with the total number of shares in physical forms and the total number of dematerialized shares held with NSDL and CDSL.
8) Means of communication
i) Half yearly report sent to each household of shareholders:
Half yearly report is not being sent to each household of shareholders.
ii) Quarterly results:
Quarterly results are published in leading newspaper such as, The Eco of India (English) and Duranto Barta (Regional Newspaper).
iii) Website where the results are displayed :www.balatechnoglobal.com
iv) The Management Discussion and Analysis:
The Management of the Company is of the view that no further analysis or discussions are
called for as the presentations of Annual Accounts of the Company together with
Directors and Auditors Report thereon is transparent and self-explanatory.
9) Compliance on Corporate Governance
The quarterly compliance report has been submitted to the Stock Exchanges at BSE in the requisite format duly signed by the Director or Compliance officer. Pursuant to Clause 49 of the Listing Agreement, the Auditors' certificate in compliance on conditions of Corporate
Governance is published elsewhere in the Annual Report.
11) General Shareholder Information
a) Annual General Meeting
Date and Time : 29th December, 2015 at 9.30 A.M
Venue : Company's Registered office at:
Falta Industrial Growth Centre, Sector-IV, Falta, Dist. 24-Parganas(S), West Bengal, Pin - 743 504
b) Financial calendar (tentative) for the year 2015-16
Results for quarter ending
30thJune, 2015 :2nd week of August, 2015
30th September, 2015 2nd week of November, 2015
31st December, 2015 2nd week of February, 2016
31st March, 2016 last week of May, 2016
c) Book closure Date
23rd December ,2015 to 29 th December, 2015 , (both day inclusive)-Books closing at th time of Annual General Meeting.
d) Dividend payment date
No Dividend has been proposed
e) Listing of Equity Shares on Stock Exchanges at
Bombay Stock Exchange
Listing fees for the year 2015-2016 has been paid to Bombay Stock Exchange.
f) (i) Stock Code :
Bombay Stock Exchange : 511395
(ii) Demat ISIN No. in NSDL and CDSL for Equity Shares. : INE652B01026
h) Registrar and Transfer Agents: NICHE TECHNOLOGIES PVT LTD.
D-511, Bagree Market 71, B.R.B. Basu Road KOLKATA - 700 001
Phones: 2235-7270/ 7271/ 3070, 2234-3576/2318 Fax: 033 22156823
i) Share Transfer System :
Presently, the shares received in physical form for transfer are returned within a period of 15 days from the date of receipt, subject to the documents being valid and complete in all respects. The Company obtains a certificate on each half year from a company secretary in practise in respect of Compliance with the share transfer formalities as required under Clause 47(c) of the listing agreement with Stock Exchange and files a copy of the certificate with the stock Exchange within the prescribed time limit. As regards shares held in Electronic form, the credit being given as per guide lines by laws issued by SEBI/NSDL/CDSL.
k) Dematerialization of shares and liquidity
The Shares of the Company are compulsory traded in demat form. The Company has arrangements with both National Depositories Ltd. (NSDL) and Central Depository Services (India) Limited (CDSL) to establish electronic connectivity of our shares for scripless trading. As on 31.03.2015 71.21 % shares of the company were held in dematerialized form. The shares of the company are actively traded in the Bombay Stock Exchange (BSE).
l) Plant location
m) Investor's correspondence for transfer/ dematerialization of shares and any other query relating to the shares, Annual Report etc.
Bala Techno Industries ltd. P-22, C.I.T. Road, Scheme -55 Kolkata - 700 014.