To the members,
Your Directors have the pleasure in presenting the 22nd
Annual Report of the Company along with the audited Financial Statement (both Standalone
and Consolidated) for the Financial Year ended 31st March, 2023 and other
allied Statements/Disclosures as required as per the applicable statute.
Overview of the state of the Company's affairs
Your Company's performance is primarily dependent upon two
factors, one, being the dividend received from its subsidiary, Balmer Lawrie & Co.
Ltd. (BL) and the other being the interest received from deployment of surplus funds with
Scheduled Commercial Banks.
During the year under review, i.e., Financial Year 2022-23, there was
an increase in interest income and dividend income of the Company and accordingly, the
total income of your Company increased by around Rs. 685.04 Lakh as compared to the last
Financial Year, i.e., 2021-22. The amount of dividend income received from the subsidiary
during the Financial Year under review was at an enhanced rate.
The summary of comparative annual financial results for the Financial
Year under review, i.e., 2022-23 as against the immediately preceding Financial Year,
i.e., 2021-22, has been furnished below:
Financial summary
(rs. in Lakh)
Particulars |
Financial Year ended |
Financial Year ended |
|
31st march, 2023 |
31st march, 2022 |
Profit before Tax |
7,516.11 |
6,780.31 |
Less: Tax Expense |
174.18 |
118.61 |
Net Profit |
7,341.93 |
6,661.7 |
Transfer to reserves
The Board of Directors have decided not to transfer any amount to
reserves.
share CaPiTaL
The paid-up Equity Share Capital of the Company as on 31st
March, 2023 stood at Rs.22,19,72,690/- (at same value as in the previous year). During the
year under review, the Company has not issued any shares with differential voting rights
nor has granted any stock options or sweat equity shares.
diVidend
The Board recommend a dividend of 330%, i.e., Rs. 33.00 (Rupees Thirty
Three only) per equity share of Rs.10/- each fully paid-up for the Financial Year ended 31st
March, 2023 as against 300%, i.e., Rs. 30.00 (Rupees Thirty) per equity share for the
previous Financial Year ended 31st March, 2022. The dividend, if declared by
the shareholders at the ensuing 22nd Annual General Meeting (AGM), will be paid
either by way of warrant, demand draft or electronic mode and will be paid to those
Shareholders who would be holding shares of the Company as on the cut-off date fixed for
the purpose i.e., Wednesday, 20th September, 2023 (End of Day), within 30 days
from the date of such declaration. In respect of shares held electronically, dividend will
be paid to the beneficial owners, as per details to be furnished by their respective
Depositories, i.e., either Central Depository Services (India) Limited or National
Securities Depository Limited as on Wednesday, 20th September, 2023 (End of
Day) fixed as cut-off date for the purpose. The dividend to be paid shall be subject to
Tax deducted at source and other applicable provisions of Income Tax Act, 1961.
aPPrOPriaTiOn
The amount available for appropriations for the Financial Year 2022-23
as compared to the immediately preceding Financial Year 2021-22 are given hereunder:
(rs. in Lakh)
|
sTandaLOne
FinanCiaL resULTs |
COnsOLidaTed
FinanCiaL resULTs* |
Particulars |
FY 2022-23 |
FY 2021-22 |
FY 2022-23 |
2021-22 (restated) |
Profit After Tax |
7,341.93 |
6,661.70 |
11,093.24 |
8,823.57 |
Add: Transfer from |
7,406.71 |
9,179.97 |
74,883.25 |
73,146.37 |
Profit & Loss Account |
|
|
|
|
Total amount available for Appropriation |
14,748.64 |
15,841.67 |
85,976.49 |
81,969.94 |
appropriations: |
|
|
|
|
Dividend paid @ 380% in Financial Year
2021-2022 and @ 300% in Financial Year 2022-23 |
6,659.18 |
8,434.96 |
6,659.18 |
8,434.96 |
Corporate Tax on Dividend |
- |
- |
- |
- |
Transfer to General Reserve |
- |
- |
- |
- |
Other adjustment |
- |
- |
(4,604.89) |
1,348.27 |
Minority interest / Foreign Exchange
Conversion Reserve etc. |
- |
- |
- |
- |
Surplus carried forward to next year |
8,089.46 |
7,406.71 |
7,4712.42 |
74,883.25 |
Total of Appropriations |
14,784.64 |
15,841.67 |
85,976.49 |
81,969.94 |
* The Board's Report is based on Standalone Financial Statements
of the Company and this information is given as an added information to the Members. diVidend
disTriBUTiOn POLiCY
As per market capitalization of the Company as on 31st
March, 2022, it was not falling under top 1000 listed entities. Accordingly, formulation
of Dividend Distribution Policy as per Regulation 43A of Securities and Exchange Board of
India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing
Regulations) was not applicable to the Company for Financial Year 2022-23. However, the
Company is governed by the Guidelines of Department of Investment & Public Asset
Management, Ministry of Finance, Government of India on Capital Restructuring of Central
Public Sector Enterprises dated 27th May, 2016 which contains detailed
provisions regarding payment dividend. The said guidelines are available on the website of
the Company at the following link:
https://www.balmerlawrie.com/blinv/admin/uploads/guidelines-on-capital-restructuring-of-cpse-27-05-2016.pdf
maTeriaL ChanGes and COmmiTmenTs aFFeCTinG The FinanCiaL POsiTiOn OF
The COmPanY OCCUrred BeTWeen The end OF The FinanCiaL Year and The daTe OF The rePOrT
There have been no material changes and commitments affecting the
Financial Position of the Company occurred between the end of the financial year and the
date of the report.
dePOsiTs WiTh BanK
Surplus funds of the Company have been deployed in various Fixed
Deposit Schemes of the Scheduled Commercial Banks. As on 31st March, 2023, the
total amount of deployments in the Fixed Deposit Schemes was Rs. 13,312.60 Lakh, which in
turn had yielded an interest income of Rs. 738.80 Lakh during the Financial Year ended on
31st March, 2023 (as against Rs. 589.23 Lakh for the Financial Year ended on 31st
March, 2022). manaGemenT disCUssiOn and anaLYsis rePOrT
Your Company is not engaged in any other business activity except, to
hold the equity shares of Balmer Lawrie & Co. Ltd. and accordingly, matters to be
covered under management discussion and analysis report' are not
applicable to your Company.
rePOrT On sUBsidiarY COmPanies and Their COnTriBUTiOn TO The OVeraLL
PerFOrmanCe OF The COmPanY dUrinG The Year
In terms of Section 2(87) of the Companies Act, 2013 (the
Act'), your Company has two subsidiaries, namely, Balmer Lawrie & Co. Ltd.
(BL'), and Visakhapatnam Port Logistics Park Limited (VPLPL'). By
virtue of shareholding in BL (61.80%), your Company is the Holding Company of BL. BL in
turn has one Subsidiary Company, VPLPL. The Company has a "Policy for determining
material subsidiaries" in terms of the amended the Listing Regulations. The policy
may be accessed on the Company's website at:
https://www.balmerlawrie.com/blinv/admin/uploads/Policy_on_determining_material_subsidiaries_
amended.pdf
As per the aforesaid policy, none of its subsidiaries appear to be a
material unlisted subsidiary of the Company.
As stated earlier, the major income of the Company is the dividend
received from the Subsidiary- Balmer Lawrie & Co. Ltd.. A brief write up about the
Subsidiaries inter-alia reporting about its performance and financial position and
other significant events is presented hereunder:
Balmer Lawrie & Co. Ltd. (BL)
BL recorded a net turnover of Rs. 2,38,309.16 Lakh during Financial
Year 2022-23 as against Rs. 2,10,484.97 Lakh in 2021-22 registering an increase of
approximately 13.22% over the last year. It also recorded a Profit Before Tax of Rs.
21,130.23 Lakh in Financial Year 2022-23 as against Rs. 17,014.45 Lakh in Financial Year
2021-22. BL's Board of Directors have recommended a dividend of Rs. 7.50 per equity
share for Financial Year 2022-23.
Visakhapatnam Port Logistics Park Limited (VPLPL)
Visakhapatnam Port Logistics Park Limited (hereinafter referred to
the JVC') was incorporated on 24th July 2014, under the Companies
Act, 2013, with equity contribution in the ratio of 60:40 between the two joint venture
partners, namely Balmer Lawrie & Co. Ltd. and Visakhapatnam Port Authority.
The JVC runs and operates a Multimodal Logistics Hub (MMLH) facility in
Visakhapatnam. The MMLH comprises of an open yard storage facility, mechanised warehouse
and a temperature-controlled storage solution facility for mechanised materials handling
and intermodal transfer between container terminals and break-bulk cargo terminals. The
MMLH provides option for handling both bonded as well as non-bonded cargo coupled with
offering of value-added services such as customs clearance, sorting, grading, aggregation,
disaggregation and freight handling. It has a rail connectivity of 1.30 K.M. where 4 rakes
can be handled in a day. The MMLH upon receipt of CFS license, has commenced its CFS
operations from 2nd March, 2023.
The mechanised warehouse facility of the JVC covering around 1,06,650
sq. ft. had witnessed an average capacity utilization of 92% during the Financial Year
2022-23, as against utilization of 97% during the previous Financial Year 2021-22. In the
anticipation of receiving CFS license, the EXIM portion of the warehouse had to be vacated
in November, 2022, which resulted in reduction of capacity utilization, which otherwise
had witnessed 100% utilisation till November, 2022.
The JVC's temperature-controlled warehouse facility is equipped
with frozen & chilled chambers with a capacity of handling 3,780 pallets. During the
Financial Year 2022-23, this business had reached its maximum capacity utilization of 100%
as against utilization of 95% during the previous Financial Year 2021-22.
The JVC during the year under review experienced challenges in
achieving growth in the area of Open Yard and Rail Siding business due to imposition of
export duty on steel products which was effective from second quarter of the Financial
Year 2022-23, ban on export of agricultural commodities and non-availability of rakes for
the customers dealing in Aluminium products. These significant factors had adversely
affected the capacity utilization of its Open Yard business, which had dropped from 40%
(Financial Year 2021-22) to 24% in the Financial Year 2022-23. The number of rakes handled
also had reduced from 123 Rakes (Financial Year 2021-22) to 60 rakes in the Financial Year
2022-23.
During the Financial Year 2022-23, the JVC was able to generate a total
revenue of Rs. 12.56 crores as against Rs. 14.05 crores earned during the previous
Financial Year 2021-22. However, due to depreciation and interest on borrowings, the JVC
ended up with a loss of Rs. 10.54 crores during the Financial Year 2022-23.
The significant achievement of the JVC during the year 2022-23, was the
receipt of Container Freight Station (CFS) license on 27th January, 2023 and
commencement of CFS operations on 2nd March, 2023. With this license in place,
the facility is now aligned with the Prime Minister's Gati Shakti initiative, since,
the JVC is well equipped to offer an end-to-end Logistics Services with best-in-class
infrastructure.
The JVC had already handled 74 TEUs of Export containers in the month
of March 2023 and generated a revenue of Rs. 12 lakh. The JVC is expected to perform
better in the current Financial Year 2023-24, since, commercial agreements have been
signed off with some of the major shipping lines.
Financial statements of subsidiary Companies
The Financial Statements and Results of your Company have been duly
consolidated with its Subsidiaries, Associates and Joint Ventures pursuant to applicable
provisions of the Companies Act, 2013 & the Companies (Indian Accounting Standards)
Rules, 2015 (as amended), the Listing Regulations and the applicable Indian Accounting
Standards (Ind-AS).
Further, in line with first proviso to Section 129(3) of the Companies
Act, 2013 read with the Rules thereon, Consolidated Financial Statements prepared by your
Company includes a separate Statement in Form AOC-1' containing the salient
features of the Financial Statement of your Company's Subsidiaries, Associates &
Joint Ventures (as applicable) which forms part of the Annual Report.
However, separate audited accounts in respect of each of its subsidiary
is placed on the website of the Company www.blinv.com. Further, a copy of
separate audited financial statements in respect of each of the subsidiary shall be
provided on requisition by any shareholder of the Company in writing.
CessaTiOn/ChanGe in JOinT VenTUres/ sUBsidiaries/ assOCiaTe COmPanies
dUrinG The Year
During Financial Year 2022-23, there were no changes in Joint Ventures/
Subsidiaries/ Associate Companies of the Company. Effective 8th August, 2022,
BLUAE- a foreign joint venture of Balmer Lawrie & Co. Ltd. (the Subsidiary Company)
had acquired 100% of the issued share capital of Elegant Industries LLC registered at UAE,
and its financials are merged with BLUAE.
dePOsiTs
Your Company has neither accepted nor was holding any deposits from the
public during the Financial Year 2022-23 and accordingly, no deposit remained unpaid or
unclaimed at the end of Financial Year and there was no instance of default in repayment
of deposits or interests thereon during the Financial Year and there were NIL deposits
which were not in compliance with the requirements of Chapter V of the Companies Act,
2013. Further, the Company shall not be accepting any deposits in Financial Year 2023-24.
5
COmPLianCe OF riGhT TO inFOrmaTiOn (rTi) aCT, 2005
Information which are mandatorily required to be disclosed under the
RTI Act, 2005 have been disclosed on the website of your Company. The report on receipt
and disposal of RTI applications during the Financial Year 2022-23 is as under:
Particulars |
Opening Balance as on
01.04.2022 |
received during the Year
(including cases transferred to other Public authority) |
no. of cases transferred
to other Public authorities |
decisions where request/
appeals rejected |
decisions where requests/
appeals accepted |
Closing balance as on
31.03.2023 |
(a) |
(b) |
(c) |
(d) |
(e) |
(f) |
(g) |
Requests |
2 |
11* |
0 |
2 |
11 |
0 |
First Appeals |
0 |
1 |
0 |
0 |
1 |
0 |
*These requests were received online through RTI Request & Appeal
Management Information System hence, the fee is collected by Department of Personnel &
Training, Government of India.
COnserVaTiOn OF enerGY, TeChnOLOGY aBsOrPTiOn and FOreiGn eXChanGe
earninGs & OUTGO
Since, the Company does not have any business other than to hold shares
of its subsidiary, Balmer Lawrie & Co. Ltd., the reporting of Conservation of Energy,
Technology Absorption as per Rule 8(3) of the Companies (Accounts) Rules, 2014 is not
applicable for your Company.
The details pertaining to Foreign Exchange Earnings and Outgo are
enumerated as under: NIL
risK manaGemenT POLiCY
The Company does not have any business apart from holding the shares of
its subsidiary, Balmer Lawrie & Co. Ltd. and is a Special Purpose Vehicle formed for
temporary purpose. In compliance with the applicable provisions of the Listing Regulations
(as amended) pertaining to Risk Management Committee, the Board had constituted the Risk
Management Committee on 11th February, 2022, fixed its terms of reference and
approved the Risk Management Plan for the Company. As per further amendment of the Listing
Regulations w.e.f. 7th September, 2021, the provisions pertaining to the Risk
Management Committee turned inapplicable for the Company.
It may be pertinent to mention that the Company being a special purpose
vehicle, as stated above, does not carry out any business other than holding 61.80% equity
shares of Balmer Lawrie & Co. Ltd.
|