To
The Members,
Your Directors are pleased to present the 36th Annual Report
together with the Audited Standalone and Consolidated Financial Statements of the Company
for the financial year ended 31st March, 2024.
1. FINANCIAL RESULTS
Particulars |
Standalone |
Consolidated |
|
2023-24 |
2022-23 |
2023-24 |
2022-23 |
Revenue from Operations |
1,33,784.44 |
1,72,628.31 |
1,64,151.30 |
2,35,539.56 |
Other Income |
2,089.55 |
975.65 |
2,963.77 |
1,524.64 |
Total Income |
1,35,873.99 |
1,73,603.95 |
1,67,115.07 |
2,37,064.20 |
Total Expenses excluding Depreciation, Finance Cost and Tax |
1,09,129.52 |
1,39,667.05 |
1,31,777.93 |
1,74,628.17 |
Profit Before Depreciation, Finance Cost and Tax |
26,744.47 |
33,936.90 |
35,337.14 |
62,436.03 |
Less: Depreciation |
3,364.61 |
3,126.24 |
4,537.36 |
4,557.34 |
Profit Before Finance Cost and Tax |
23,379.86 |
30,810.66 |
30,799.78 |
57,878.69 |
Less: Finance Cost |
217.91 |
273.35 |
644.23 |
1,197.17 |
Profit Before Tax (PBT) |
23,161.95 |
30,537.31 |
30,155.55 |
56,681.52 |
Less: Current Tax |
6,038.48 |
7,838.28 |
7,575.64 |
16,072.72 |
Adjustment of earlier years' tax |
-6.95 |
-55.18 |
-650.39 |
40.50 |
Total Tax |
6,031.54 |
7,783.09 |
6,925.25 |
16,113.22 |
Profit After Tax (PAT) |
17,130.41 |
22,754.22 |
23,230.30 |
40,568.30 |
Other Comprehensive Income |
-483.96 |
-16.36 |
-481.98 |
-22.82 |
Total Comprehensive Income |
16,646.45 |
22,737.86 |
22,748.32 |
40,545.48 |
1. Owners of the parent |
16,646.45 |
22,737.86 |
20,002.49 |
32,532.09 |
2. Non-controlling Interests |
- |
- |
2,745.85 |
8,013.39 |
Less: Transfer to Reserves |
-1,713.00 |
-2,275.42 |
-1,713.00 |
-2,275.42 |
Balance |
14,933.45 |
20,462.45 |
18,289.49 |
30,256.67 |
Balance of profit of earlier years |
1,23,423.41 |
1,04,905.04 |
1,38,814.25 |
1,10,651.07 |
Add (Less): Final Dividend Paid, Other Comprehensive |
-3,240.10 |
-1,944.06 |
-3240.10 |
-2,093.49 |
Income, net of taxes etc. |
|
|
|
|
Balance Carried Forward |
1,35,116.76 |
1,23,423.41 |
1,53,863.64 |
1,38,814.25 |
2. PERFORMANCE HIGHLIGHTS AND THE STATE OF COMPANY'S
AFFAIRS
Your company has achieved a total income of D1,35,873.99
Lakhs on Standalone Basis and D1,67,115.07 Lakhs on Consolidated Basis
during the financial year 2023-24 as compared to D1,73,603.95 Lakhs on Standalone Basis
and D2,37,064.20 Lakhs in previous year. The Standalone and Consolidated Profit before Tax
(PBT) for the year stood at D23,161.95 Lakhs and D30,155.55 Lakhs as compared to
D30,537.31 Lakhs and D56,681.52 Lakhs respectively over the previous year. The Standalone
and Consolidated Profit after Tax (PAT) stood at C17,130.41 Lakhs and C23,230.30 Lakhs as
compared to C22,754.22 Lakhs and C40,568.30 Lakhs over the previous year.
Further, the details of operations are given in the Management
Discussion and Analysis Report which forms part of this report.
3. DIVIDEND
During the Financial Year, based on the Company's performance, the
Board of Directors have declared dividend of C11/- each per equity share at 550% of the
face value of C2/- each, if approved by the Members and would involve a cash outflow of
D3,564.11 Lakhs.
Pursuant to Regulation 43A of SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, the Company has framed a Dividend Distribution Policy and
the same is herewith annexed as Annexure I' to this report. The Dividend
Distribution Policy is posted on the website of the Company at
http://www.balajiamines.com/ pdf/1703159270DividendDistributionPolicy.pdf
4. TRANSFER TO RESERVES
The Company proposes to transfer a sum of D1,713.00 Lakhs to the
General Reserves. An amount of D11,693.35 Lakhs is proposed to be retained in the
statement of profit and loss.
5. SUBSIDIARIES
Balaji Speciality Chemicals Limited (BSCL) is the only Subsidiary of
the Company. BSCL is engaged in Manufacturing of Ethylenediamine (EDA), Piperazine
(Anhydrous), Aminoethylpiperazine (AEP) and Diethylene triamine (DETA) and other Specialty
Chemicals.
During the period under review, BSCL has withdrawn the draft Red
Herring Prospectus filed with SEBI for Initial Public Offering of Equity Shares in their
Board Meeting held on 8th September, 2023.
6. CONSOLIDATED FINANCIAL STATEMENTS
As required pursuant to the provisions of Section 129 of the Companies
Act, 2013, and the SEBI (Listing Regulations and Disclosure Requirements) Regulations,
2015, the Consolidated Financial Statements of the Company are prepared in accordance with
the Indian Accounting Standards (Ind-AS) issued by the Institute of Chartered Accountants
of India on the basis of the Audited Financial Statements of the Company and its
Subsidiary.
As per the provisions of Section 136 of the Companies Act, 2013, the
Company will also place separate audited accounts of its Subsidiaries on its website. The
audited financial statements of subsidiary are available on the website of the Company at
https://www.balajiamines.com/ investor-relations.php.
The Statement containing salient features of the financial statements
of the subsidiaries in Form AOC-1 is attached as Annexure II ' to this
Annual Report.
7. CREDIT RATING
The Credit Rating of the Company is afirmed during the year as
"IND AA/Stable/IND A1+" by India Ratings and Research Private Limited.
8. DETAILS OF COMPANIES WHICH HAVE BECOME OR CEASED TO BE ITS
SUBSIDIARIES, JOINT VENTURES OR ASSOCIATE COMPANIES DURING THE FINANCIAL YEAR
During the Financial Year 2023-24, no company ceased to be a subsidiary
of the company and your company does not have any associates or joint ventures.
9. DETAILS OF DIRECTORS OR KEY MANAGERIAL PERSONNEL WHO WERE
APPOINTED OR HAVE RESIGNED DURING THE FINANCIAL YEAR
The constitution of the Board is in compliance with the provisions of
Section 149 of the Companies Act, 2013 and the Listing Regulations.
During the financial year 2023-24, the following changes were occurred
in the Directors and Key Managerial Personnel: At 35th Annual General Meeting
held on 10th July, 2023, the Members had approved the appointment of Dr.
Suhasini Yatin Shah, Dr. Uma Rajiv Pradhan, Mr. Mohan Kumar Ramakrishna and Mr. Adabala
Seshagiri Rao as Independent Directors of the Company for a term of 5 Years respectively
i.e. from 20th May, 2023 to 19th May, 2028.
Based on the recommendations of the Nomination and Remuneration
Committee, the Board vide resolution passed on 20th May, 2023, re-designated
Mr. Rajeshwar Reddy Nomula as Whole-time Director and Mr. Ande Srinivas Reddy as
Whole-time Director and Chief Financial Officer of the Company.
Mr. Naveena Chandra Thammishetty, Mr. Amarender Reddy Minupuri, Mr.
Satyanarayana Murthy Chavali, Mr. Kashinath Revappa Dhole and Mrs. Vimala Behram
Madon, resigned from the office of Independent Directors of the Company with effect from
closing hours on 20th May, 2023. Mr. Hemanth Reddy Gaddam has resigned from the
office of Whole-time Director and CFO of the Company with effect from closing hours on 20th
May, 2023. The Company has placed its sincere appreciation for the contributions made by
them during their tenure on the Board of the Company.
Pursuant to Section 152 of the Act read with the Articles of
Association of the Company, Mr. Dundurapu Ram Reddy, Managing Director retires by rotation
and is eligible, offers himself for re-appointment at the ensuing Annual General Meeting
of the Company.
10. DECLARATION BY INDEPENDENT DIRECTORS
The Company has received declarations of independence from all
Independent Directors pursuant to the provisions of Section 149(7) of the Act and
Regulation 25(8) of the SEBI Listing Regulations, stating that they meet the criteria of
independence as provided in Section 149(6) of the Act and Regulation 16(1)(b) of the
Listing Regulations and they are not aware of any circumstance or situation, which exist
or may be reasonably anticipated, that could impair or impact their ability to discharge
their duties with an objective independent judgment and without any external influence.
The Board is of the opinion that the Independent Directors of the Company possess
requisite qualifications, experience and expertise and hold the highest standards of
integrity during their tenure. In terms of Section 150 read with Rule 6 of the Companies
(Appointment and Qualification of Directors) Rules, 2014, as amended, the Independent
Directors of the Company have included their names in the data bank of Independent
Directors maintained with the Indian Institute of Corporate Affairs.
11. MEETINGS
During the year, four meetings of the Board of Directors were held, as
more particularly disclosed in the attached Report on Corporate Governance. The
intervening gap between any two meetings was within the prescribed period.
The number and dates of meetings held by the Board and its Committees,
attendance of Directors and details of remuneration paid to them is given separately in
the Report on Corporate Governance in terms of Section 134(3) (b) of the Companies Act,
2013.
None of the Directors are disqualified under Section 164(2) of the Act.
Certificate on non-disqualification, as required under Regulation 34 of SEBI (Listing
Obligation & Disclosure Requirements) Regulations, 2015 is annexed to the Report on
Corporate Governance.
Committees of the Board
Details of committees of the Board, their composition, terms of
reference and other details are provided in the Report on Corporate Governance, which
forms a part of this Annual Report.
Meetings of Independent Directors
As stipulated by the Code of Independent Directors under the Act and
the Listing Regulations, one meeting of Independent Directors was held during the year.
The Independent Directors reviewed the performance of the Chairman, Non-Independent
Directors and the Board as a whole.
12. BOARD EVALUATION
Pursuant to the provisions of the Companies Act, 2013 and Listing
Regulations, the Board has carried out the annual performance evaluation of its own
performance by the Directors individually (including Independent Directors) as well as the
evaluation of the working of its Audit, Nomination and Remuneration and other Committees.
A structured questionnaire was prepared after taking into consideration
inputs received from the Directors, covering various aspects of the Board's
functioning such as adequacy of the composition of the Board and its Committees, Board
culture, execution and performance of specific duties, obligations and governance.
A separate exercise was carried out to evaluate the performance of
individual Directors including the Chairman of the Board, who were evaluated on parameters
such as level of engagement and contribution, independence of judgments, safeguarding the
interest of the Company. The performance evaluation of the Independent Directors was
carried out by the entire Board. The performance evaluation of the Chairman and the
Non-Independent Directors was carried out by the Independent Directors. The Directors
expressed their satisfaction with the evaluation process.
Familiarization program for Independent Directors
The Company familiarizes its Independent Directors pursuant to the
requirements of the Listing Regulations with their roles, rights, responsibilities in the
Company. The details of the familiarization programme imparted to Independent Directors of
the Company during Financial Year 2023-24 are available on the website of the Company at
http://www.balajiamines.com/ pdf/1708002869FamiliarisationProgramme.pdf.
It is the general practice of the Company to notify the changes in all
the applicable laws from time to time in Board Meetings conducted.
13. DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to Section 134(5) of the Companies Act, 2013, your Directors
confirm that, to the best of their knowledge and belief and according to the information
and explanation available to them that -(a) in the preparation of the annual accounts, the
applicable accounting standards have been followed along with proper explanation relating
to material departures; (b) such accounting policies as mentioned in the notes to the
financial statements have been selected and applied consistently and judgments and
estimates that are reasonable and prudent made so as to give a true and fair view of the
state of affairs of the Company at the end of the financial year 2023-24 and of the
statement of profit of the Company for that period; (c) proper and sufficient care has
been taken 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; (d) the annual accounts for the
year 2023-24 have been prepared on a going concern basis; (e) the proper internal
financial controls are in place and that the financial controls were adequate and were
operating effectively.
(f) the proper systems have been devised to ensure compliance with the
provisions of all applicable laws and were adequate and operating effectively mentioned
under various heads of the departments which are in turn reporting to the Whole-time
Directors.
14. RESEARCH & DEVELOPMENT
Your Company has been carrying out continuous Research and Development
activities in the following areas: The Company has initiated various process development
activities in the following plants which have bearing on the cost reduction, product
quality improvement and modifications required to meet specific requirements of customers
for some products. i. Pharmapure Povidone (PVP K-30) - Unit-III ii. Di-methyl Carbonate -
Unit IV iii. Bio ETP treatment Plants iv. Morpholine v. DMAHCL - Unit -III vi. Field
trials of Paddy crop by using NBPT blended with Urea in association with Indian Institute
of Rice Research, Hyderabad
15. EXPANSION/DIVERSIFICATION
A. Methylamines: The new project is progressing as planned and
likely to be commissioned around December 2024.
B. Electronic Grade DMC: Electronic Grade DMC plant is under
execution, which will be commissioned during FY 24-25. This has good demand for EV
Batteries which has good potential in the coming years as we are the only manufacturers of
DMC in India right now with an installed capacity of 15,000 MTPA.
C. Dimethyl Ether (DME): The project for manufacture of DME is
under execution at Unit-IV. The Plant is expected to be commissioned around March 2025.
This has an application in the Aerosol industry apart from using as a replacement to LPG
for Industrial and Commercial usage. The Bureau of Indian Standards (BIS) has initiated to
blend DME 20% with LPG, seeing the advantages of DME. The same is under final printing as
a Gazette Notification. >
D. The company is proposing to take up the following projects:
1. N-Methyl Morpholine (NMM) - 3000 TPA
2. N-(n-butyl) Thiophosphoric triamide (NBPT) - 2500 TPA
3. Isopropylamine: The company is proposing to manufacture
Isopropylamine (Mono & Di) in the existing plant of Ethylamines at Unit -I by
modifying the existing Ethylamines plant which is not in operations as we have set up a
New and high output plant for manufacturing of Ethylamines at Unit - IV
4. Hotel: New rooms addition to the existing 129 rooms as the demand
for room accommodation is increasing. Presently average occupancy is around 85-90% and
yielding good revenue. As per structural stability assessment, we can add another 40 rooms
on the existing structure towards the South side of the building with an estimated cost of
C30 to 35 crores.
E. The proposed Greenfield Solar Power Plant of 20 MW capacity
near MIDC, Solapur, Maharashtra - works are progressing at a brisk pace. Presently, we are
taking up an 8 MW capacity Solar Power plant in phase I, the same is expected to be
operational by December 2024.
16. CHANGE IN NATURE OF BUSINESS
There is no change in the nature of business during the year.
17. MATERIAL CHANGES AND COMMITMENTS
There have been no material changes and commitments, if any affecting
the financial position of your Company which have occurred after the closure of the
Financial Year 2023-24 till the date of this Report.
18. REMUNERATION POLICY
The Board has, on the recommendation of the Nomination and Remuneration
Committee, framed a policy for selection and appointment of Directors and Senior
Management personnel and fix their remuneration. The Remuneration Policy is placed on the
website of the Company at the link: http://www.balajiamines.com/pdf/1708061046Nomina-tion,
RemunerationandEvaluationPolicy.pdf.
19. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS
Details of Loans, Guarantees and Investments covered under the
provisions of Section 186 of the Companies Act, 2013, are given in the notes to the
Financial Statements.
20. ANNUAL RETURN
Pursuant to the provisions of Section 92(3) of the Act, the Annual
Return of the Company as on 31st March, 2024 is available on the Company's
website at https://www. balajiamines.com/investor-relations.php.
21. PARTICULARS OF EMPLOYEES
In term of the provisions of Section 197(12) of the Companies Act, 2013
read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014, a statement showing the names and other particulars of the
employees drawing remuneration in excess of the limits set out in the said rules are
provided in Annexure III' to this report.
Details as required under Section 197(12) of the Act read with Rule
5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel)
Rules, 2014, with respect to information of employees of the Company will be provided upon
request by a Member. In terms of the provisions of Section 136(1) of the Act, the Annual
Report is being sent to all the Members of the Company whose email address(es) are
registered with the Company/ Depository Participants via electronic mode, excluding the
aforesaid Annexure. If any Member is interested in obtaining a copy thereof, the Member
may write to the Company Secretary in this regard or send an email to cs@balajiamines.com.
22. DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH
REFERENCE TO THE FINANCIAL STATEMENTS
The Company has in place proper and adequate internal control systems
commensurate with the nature of its business, size and complexity of its operations.
Internal control systems comprising policies and procedures designed and implemented to
ensure reliability of financial reporting, timely feedback on achievement of operational
and strategic goals, compliance with policies, procedure, applicable laws and regulations,
and that all assets and resources acquired are used optimally.
23. STATUTORY AUDITORS
M/s. M. Anandam & Co., Chartered Accountants (Firm Registration No.
000125S), were appointed as Statutory Auditors of the Company for a period of 5 years from
the conclusion of 34th Annual General Meeting of the Company till the
conclusion of 39th Annual General Meeting of the Company.
The Independent Auditors report given by M/s. M. Anandam & Co.,
Chartered Accountants, Statutory Auditors of the Company on Standalone and Consolidated
Financial Statements of the Company does not contain any qualification, reservation or
adverse remark.
24. REPORTING OF FRAUDS
During the year under review, there was no instance of fraud, which
required the Statutory Auditors to report to the Audit Committee and /or Board under
Section 143(12) of the Companies Act, 2013 and the rules made thereunder.
25. INTERNAL AUDITORS
The Board of Directors based on the recommendation of the Audit
Committee have appointed M/s. Pandhare & Company, Chartered Accountants as Internal
Auditors of the Company for Manufacturing Division and M/s. Aherkar
& Co., Chartered Accountants as Internal Auditors of the Company
for the Hotel Division of the Company. The Internal Auditors are submitting their reports
on a monthly basis.
26. COST AUDITORS
In accordance with Section 148(3) read with the Companies (Cost Records
and Audit) Rules, 2014 and other applicable provisions, if any, of the Companies Act,
2013, the Audit Committee has recommended and the Board of Directors had appointed Mr.
Narayan D. Dontul, Practicing Cost Accountants, Solapur, (Firm Registration No. 100224) as
Cost Auditors of the Company, to carry out the cost audit of the products manufactured by
the Company during the financial year 2023-24 on a remuneration of D75,000/- (Rupees
Seventy Five Thousand only) (plus
GST and reimbursement of out of pocket expenses). The remuneration
payable to the cost auditor is required to be placed before the Members in a general
meeting for their approval. Accordingly, a resolution seeking Members' approval for
the remuneration payable to Mr. Narayan D. Dontul, Cost Accountants, is included at Item
No. 4 of the Notice convening the 36th Annual General Meeting.
27. SECRETARIAL AUDITORS & SECRETARIAL AUDIT REPORT
Pursuant to provisions of Section 204 of the Companies Act, 2013, read
with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the
Board has appointed M/s. P. S. Rao & Associates, Practicing Company Secretaries, to
conduct Secretarial Audit for the financial year 2023-24. The Secretarial Audit Report,
pursuant to Section 204(1) of the Companies Act, 2013, for the financial year ended 31st
March, 2024 is given in Annexure IV ' attached hereto and forms part of
this Report. The Secretarial Auditors have raised the following qualification in their
report issued for the Financial Year 2023-24:
Company has submitted financial results for the quarter ended 30th
June 2023 with a delay of 16 days from the due date of submission, which is a
non-compliance of Regulation 33 of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015. Company has also received notices in this regard from the
Stock Exchanges and the necessary fines were paid.
Reply to Qualification of Secretarial Auditors:
The material subsidiary of the Company, Balaji Speciality Chemicals
Limited ("BSCL") was proposing to undertake its initial public offering of
equity shares ("BSCL IPO"). The management of BSCL were unavailable due to their
involvement in the BSCL IPO (which required significant efforts and work for their
management) and they could not complete the preparation of Financial Results for the
quarter ended June 30, 2023 (which were necessary for preparation and submission of the
consolidated financial results of the Company for such period) and post completion of
preparation of Financial Results by BSCL Company has immediately approved and submitted
the standalone and consolidated financial results for the quarter ended 30th
June, 2023.
The Secretarial Audit Report of Unlisted Material Subsidiary, Balaji
Speciality Chemicals Limited issued by M/s. P. S. Rao & Associates, Practicing Company
Secretaries is forming part of the Report on Corporate Governance.
As per Regulation 24A of the Listing Regulations, the Annual
Secretarial Compliance Report issued by M/s. P. S. Rao & Associates, Practicing
Company Secretaries pursuant to SEBI circular dated February 8, 2019 and is forming part
of the Report on Corporate Governance.
28. VIGIL MECHANISM / WHISTLE BLOWER POLICY
The Company has formulated a Whistle Blower Policy in terms of Section
177 of the Companies Act, 2013 and as per Regulation 22 of the SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015 and SEBI (Prohibition of Insider Trading)
Regulations, 2015 for the employees to report their grievances / concerns about instances
of unethical behavior, actual or suspected fraud or violation of Company's Code of
Conduct by means of Protected Disclosure to the Authorized Officer or the Chairman of the
Audit Committee.
The vigil mechanism / whistle blower policy may be accessed on the
Company's website at the link: http://www.
balajiamines.com/pdf/1701953176WhistleBlowerPolicy. pdf.
29. ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO
The information on conservation of energy, technology absorption and
foreign exchange earnings and outgo stipulated under Section 134 (3) (m) of the Companies
Act, 2013, read with Rule 8 of the Companies (Accounts) Rules, 2014 is annexed herewith as
Annexure V'.
30. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTY
All related party transactions that were entered into during the
financial year were at an arm's length basis and were in the ordinary course of
business. There are no materially significant related party transactions made by the
Company with Promoters, Directors, Key Managerial Personnel or other designated persons
which may have a potential conflict with the interest of the Company at large.
During the year, all Related Party Transactions were placed before the
Audit Committee and also to the Board for approval. Prior omnibus approval of the Audit
Committee was obtained for the transactions which were of a foreseen and repetitive
nature. A statement on Related Party Transactions specifying the details of the
transactions pursuant to each omnibus approval granted, is placed on a quarterly basis for
review by the Audit Committee.
Pursuant to Regulation 23(9) of SEBI Listing Regulations, the
disclosures of Related Party Transactions are submitted to the Stock Exchanges on a
half-yearly basis. The Policy on Related Party Transactions as approved by the Board of
Directors of the Company is uploaded on the website of the Company and the same can be
accessed at the link: http://www.balajiamines.com/
pdf/1703137523PolicyonRelatedPartyTransactions.pdf. The particulars of contracts or
arrangements with related parties referred to in sub-section (1) of Section 188 of the
Companies Act, 2013, in Form AOC-2 and disclosures under Schedule V of the Securities and
Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations,
2015, is annexed as Annexure VI' to this report.
31. RISK MANAGEMENT
The Company has constituted a Risk Management Committee and formulated
a policy on Risk Management in accordance with the Companies Act, 2013 and Regulation 21
of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The details
of the Committee and its terms of reference are set out in the Report on Corporate
Governance forming part of the Director's Report. The Risk
Management Policy of the Company is posted on the website of the Company and the web link:
http://www. balajiamines.com/pdf/1702972928RiskManagementPolicy. pdf.
32. CORPORATE SOCIAL RESPONSIBILITY
The Board in compliance with the provisions of Section 135(1) of the
Companies Act, 2013, and rules made thereunder has constituted Corporate Social
Responsibility (CSR) Committee. The details of the Committee and its terms of reference
are set out in the Report on Corporate Governance forming part of the Director's
Report. The CSR policy has been placed on the Website of the Company and can be accessed
through the link: http://www.balajiamines.
com/pdf/1708062412CorporateSocialReponsibilityPolicy. pdf and a brief outline of the CSR
Policy and the CSR initiatives undertaken by the Company during the year as per Annexure
prescribed in the Companies (Corporate Social Responsibility Policy) Rules, 2014 have been
appended as Annexure VII ' to this Report.
33. FIXED DEPOSITS
Your Company has not accepted any fixed deposits from the public within
the meaning of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of
Deposits) Rules, 2014 and as such no principal or interest was outstanding as on the date
of the Balance Sheet.
34. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS
OR COURTS OR TRIBUNALS
There are no significant and material orders passed by the Regulators
or Courts or Tribunals that would impact the going concern status of the Company and its
future operations.
35. MANAGEMENT DISCUSSION & ANALYSIS
Pursuant to Regulation 34(2) read with the Schedule V of the Listing
Regulations, the Management Discussion and Analysis Report for the financial year is shown
in a separate section forming part of the Annual Report.
36. DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER
INSOLVENCY AND BANKRUPTCY CODE, 2016
During the year under review, the Company has not filed any application
or no proceeding is pending against the Company under the Insolvency and Bankruptcy Code,
2016.
37. DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE
TIME OF ONE-TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR
FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF
During the year under review, the Company has not made any one-time
settlement while taking any loans from the Banks or Financial Institutions.
38. COMPLIANCE WITH SECRETARIAL STANDARDS
During the year under review, your Company has complied with the
respective Secretarial Standards issued by the Institute of Company Secretaries of India
on Meeting on Board of Directors (SS-1), General Meetings (SS-2) and Dividend (SS-3).
39. EMPLOYEE STOCK OPTIONS
The Company is yet to implement the ESOP Scheme.
40. BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT WITH ENVIRONMENT,
SOCIAL & GOVERNANCE
The Company forms part of the top 1000 listed entities on BSE and NSE
as on 31st March, 2024. Accordingly, pursuant to Regulation 34(2)(f) of Listing
Regulations, Business Responsibility and Sustainability Report (BRSR) for the financial
year ended 31st March, 2024 is provided in a separate section which forms part
of the Annual Report.
41. CORPORATE GOVERNANCE
Your Company practices a culture that is built on core values and
ethical good governance practices and is committed to transparency in all its operations
and activities. A Report on Corporate Governance along with a Certificate from M/s. P. S.
Rao & Associates, Practising Company Secretaries regarding compliance with the
conditions of Corporate Governance as stipulated in Regulations 17 to 27, clauses (b) to
(i) of sub-regulation (2) of Regulation 46 and paragraphs C, D and E of Schedule V of the
Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements)
Regulations, 2015 forms part of the Annual Report.
42. HUMAN RESOURCES
Your Company considers its Human Resource as the major strength to
achieve its objectives. Keeping this in view, your Company takes all the care to attract,
train and retain well qualified and deserving employees. The employees are sufficiently
empowered and enabled to work in an environment that inspires them to achieve higher
levels of performance. The un_inching commitment of the employees is the driving force
behind the Company's vision being accomplished. Your Company appreciates the
contribution of its dedicated employees.
43. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMAN AT WORKPLACE
(PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013
The Company has in place an Anti-Sexual Harassment Policy in line with
the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition
& Redressal) Act, 2013. Internal Complaints Committee (ICC) has been set up to redress
complaints received regarding sexual harassment. All employees (permanent, contractual,
temporary, trainees) are covered under this policy. This policy is placed on the
Company's Website at http://www. balajiamines.com/pdf/1645091304Anti%20Sexual%20
Harassment%20Policy.pdf.
The following is a summary of sexual harassment complaints received and
disposed of during the year:
No. of Complaints received |
: Nil |
No. of Complaints disposed off |
: Nil |
44. LISTING WITH STOCK EXCHANGES
The Equity Shares of the Company are listed on NSE Limited and BSE
Limited. The annual listing fees for the year 2024-25 have been paid to these exchanges.
45. ACKNOWLEDGMENT
Your Directors express their sincere appreciation to the customers,
members, dealers, employees, bankers, State and Central Government, Stock Exchanges and
all the stakeholders for their cooperation and confidence reposed in the Company.
For and on Behalf of the Board of Directors |
Sd/- |
|
Ande Prathap Reddy |
|
Executive Chairman |
Date: 8th May, 2024 |
DIN: 00003967 |
Place: Hyderabad |
|