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 Chairman, Managing Director, and Five Non-Executive and Independent Directors.
Number of Board Meetings held and the date on which held:
Eight Board Meetings were held during the year. The date on which the meetings were held are as under:-_
1 17.05.2014 2 30.05.2014 3 18.06.2014 4 25.06.2014 5 16.07.20146 12.08.20147 13.11.2014 8 12.02.2015
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.balatechnoindustries.com
The Managing Director has 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.
3) Audit Committee
Audit Committee has been constituted with three Independent Directors namely; Shri Anil Kumar Saha as Chairman, and Shri Sanjay Khanna and SmtMina Roy as Members. All the Members of the audit Committee possess Financial/Accounting Expertise.
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 auditors 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 auditors and adequacy of the internal control systems.
15.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. 16. To review the functioning of the vigil mechanism.
17.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, 12.08.2014, 13.11.2014 and 12.02.2015.
Statutory Auditor and Executives of the Company as considered as appropriate were also attending the Audit Committee.
Shri Tapan Paul Compliance Officer of the Company Officiates as Compliance Officer 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 Insider Trading in pursuance of SEBI (Prohibition of Insider Trading) Regulations, 1992 as amended uptodate.
ii) Vigil Mechanism
The Company has established a vigil mechanism for directors and employees to report concerns about unethical behaviour, actual or suspected fraud or violation of the company's code of conduct or ethics policy duly adopted by the Board. No personnel has been denied access to the Audit Committee to lodge their compliance.
4) Nomination Remuneration Committee
Remuneration Committee met on 26th November, 2015. All the members of the committee were present. The committee took note during the year ended 31.03.2015:
(i) No remuneration was paid to any director of the company.
(ii) No Directors' fee for attending meeting of the Board or its committee was paid. Pecuniary relationship or transactions of the non-executive Directors of the Company : NIL
5) Stakeholders Relationship committee
Stakeholders Relationship committee was constituted with 3 independent Directors namely Shri Anil Kumar Saha as chairman and Smt. Mina Roy and Shri Sanjay Khanna as members.
The Committee is set up to monitor the process of share transfer, issue of fresh share certificates as well as review of redressal of Investor/Shareholders grievances, 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 overall improvement in the quality of service to the investors.
Shri Tapan Paul as Compliance officer of the Company Officiates as Compliance Officer of the Committee.
No complaint was outstanding at the beginning of the year and during the year no complaint was received. No request for transfer of shares physical or electronic was pending as on 31.03.2015.
In pursuance of Clause 47 of the listing agreement,
(I) The company has played email ID email@example.com in the Website for the purpose of registering complaints by investors and also to take necessary follow up action.
(ii) 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.
i) Basis of Related Party Transactions:
There were no related party transactions during the year.
ii) Detail of Non-compliance by the company, penalties, strictures imposed on the company by Stock Exchange or SEBI or any Statutory Authority, on any matter related to capital market, during the last three years:
A penalty of Rs.501338/- has been imposed on company for Non submission of quarterly Audited Financial Results for March, 2015.The Company has requested BSE for waiver of the same.
• 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.
• Board Disclosures - Risk Management:
The Company has laid down procedures to inform the Board of Directors about the risk assessment and minimization procedures. The Audit Committee and the Board of Directors review these procedures, periodically.
• 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 for the year ended 31st March, 2015 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 news paper such as, The Eco of India (English) and Duranto Barta / Arthik Lipi (Regional Newspaper).
iii) The quarterly and yearly Financial Results of the company are sent to the Stock Exchange (s) at which the Company's shares are listed.
iv) The Management Discussion and Analysis forms a part of the Annual Report.
v) Website where the results are displayed :
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 or Authorized Signatory. 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 10.00 a.m.
Venue : Falta Industrial Growth Centre, Sector-III, Falta,
Dist. 24-Parganas(S), West Bengal, Pin - 743504
b) Financial calendar (tentative) for the year 2013-14
Results for quarter ending
30th June, 2015 2nd week of August, 2015
30th September, 2015 2nd week of November, 2015
31st December, 2015 2nd week of February, 2016
31s March, 2016 last week of May, 2016
c) Book closure Date
23rd December, 2015
to 29th December, 2015, 2015 (both days inclusive)- Books closing once in a year at the 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 : 514199
(ii) Demat ISIN No. in NSDL and CDSL for Equity Shares. : INE 653 B01016
g) 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
h) 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 is being given as per guide lines/ by- laws issued by SEBI/NSDL/CDSL.
i) 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 45.88 % shares of the company were held in dematerialized form.
The shares of the company are actively traded in the Bombay Stock Exchange (BSE).
j) Outstanding GDR/ADR/Warrants or any Convertible investements, Conversion Date and impact on Equity.
k) Plant location
Falta Industrial Growth Centre, Sector-III,Falta, Dist. 24-Parganas (South), West Bengal.
l) Investor's correspondence for transfer/ dematerialization of shares and any other query relating to the shares, Annual Report etc.
BalaTechno Industries ltd.
P-22, C.I.T. Road, Scheme -55 Kolkata - 700 014.