Bala Techno Industries Limited

Annual Report

2014

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BALA TECHNO INDUSTRIES LIMITED

BOARD OF DIRECTORS C.P MEHRA ASHOK MEHRA

CHAIRMAN MANAGING DIRECTOR

S.A. HUSSAIN

B.B.BHATTACHARYA

SANJAY KHANNA

ANIL KUMAR SAHA

MINA ROY

BANKERS UNITED COMMERCIAL BANK

ORIENTAL BANK OF COMMERCE

AUDITORS U.NARAIN & COMPANY

CHARTERED ACCOUNTANTS

35, CHITTARANJAN AVENUE

5TH

FLOOR, ROOM NO. 25/6

KOLKATA 700012

FACTORY AND PLOT NO. B4 & B5

REGISTERED OFFICE FALTA INDUSTRIAL GROWTH

CENTRE

SECTOR – III, FALTA,

DIST. 24, PARGANAS (SOUTH)

WEST BENGAL

CORPORATE OFFICE P-22, C.I.T.ROAD,

SCHEME- 55,

KOLKATA – 700 014

NOTICE

NOTICE is hereby given that the 23rd

Annual General Meeting of the Members of Bala Techno Industries

Limited will be held at Company’s Registered Office at Falta Industrial Growth Centre, Sector-III, Falta,

Dist. 24 Parganas (South), West Bengal on Tuesday, the 26th

August, 2014 at 9.30 a.m. to transact

the following business :

ORIDNARY BUSINESS

1. To receive, consider and adopt the Audited Balance Sheet of the Company as at 31st March, 2014

and the Profit and Loss Account for the year ended on that date and the Reports of the Directors

and Auditors’ thereon.

2. To appoint a director in place of Shri C.P Mehra (DIN NO:00573363) who

retires by rotation and being eligible, offers himself for reappointment.

3. To appoint a director in place of Shri Sanjay Khanna (DIN NO: 00573230)

who retires by rotation and being eligible, offers himself for reappointment.

4. To appoint U. Narain & Co. (FRN:000935C) as Statutory Auditors of the Company to

hold office from the conclusion of this meeting untill conclusion of the next Annual

General Meeting and to fix their remuneration.

SPECIAL BUSSINESS

5. To consider and if thought fit, to pass with or without modification , the following resolution as an

ordinary resolution:

“RESOLVED that Shri Anil Kumar Saha (DIN NO: 01698716) who was appointed as an

Additional Director of the Company under Section 161(1) of the Companies Act,2013 and who

holds office till the conclusion of the Annual General Meeting be and is hereby appointed as

director of the Company liable to retire by rotation.”

6. To consider and if thought fit, to pass with or without modification , the following resolution as an

ordinary resolution:

“RESOLVED that Smt. Mina Roy (DIN NO: 00597374) who was appointed as an Additional

Director of the Company under Section 161(1) of the Companies Act,2013 and who holds office

till the conclusion of the Annual General Meeting be and is hereby appointed as director of the

Company liable to retire by rotation.”

Corporate Office :

P-22,C.I.T Road By Order of the Board

Scheme-55 For Bala Techno Industries Ltd.

Place : Kolkata – 700 014

Date : 17th May ,2014 Anil Kumar saha

Director

NOTES :

1. A member entitled to attend and vote at the Annual General Meeting is also entitled to appoint

proxy to attend and vote instead of himself/herself and a proxy need not be a member of the

Company. Proxies in order to be effective must be received by the Company at its Registered

Office not less than Forty Eight hours before the commencement of the Annual General Meeting.

2. The Register of Members and Share Transfer Books of the Company will remain closed from 19th

August ,2014 to 26th August ,2014 (both days inclusive).

3. For the convenience of Members, an Attendance Slip is annexed to the Proxy form. Members are

requested to affix their signature as registered with the company at the space provided therein and

handover the Attendance Slip at the entrance to the place of the Meeting.

4. Members holding shares in the Dematerialized and Physical mode are requested to intimate / send

the following to facilitate better servicing :

a) Any change in their address / name

b) Share Certificates held in multiple accounts in identical names or joint accounts in the

same order of names, for consolidation of such shareholdings into a single account .

c) All changes pertaining to their Bank details, ECS, mandates, nominations, power of

attorne / etc. be informed to their depository participant and to the Company’s Registrars

and Share Transfer Agents Niche Technologies Private Limited, D-511. Bagree

Market, 5th Floor, 71, B.R.B. Basu Road, Kolkata – 700001. Tel No. (033) 2235-

7270/7271 2234-3576, Fax-No. (033) 2215-6823, E-mail : nichetechpl@nichetechpl.com

.Changes intimated to the depository participant will then be automatically reflected in the

Company’s records, which will help the Company and its Registrar and Transfer Agents

to provide efficient and better service to the Members. Shareholders are hereby intimated

that under instructions from the Securities and Exchange Board of India, furnishing of

bank particulars by the shareholders has become mandatory.

5. Members are requested to bring their Attendance/Admission slips and Annual Reports to the

Meeting .

6. Copy of the documents referred to in the notice are available for inspection at the Registered

Office of the Company during office hours on all working days except Saturday, between 11.00

a.m. to 1.00 p.m. prior to the date of Annual General Meeting.

7. Shareholders may kindly note that trading in equity shares of the company are under compulsory

dematerialisation form. Members are requested to approach their Depository Participant to

dematerialise of Equity Shares of the Company .

8. In terms of provisions of Section 72 of the Companies Act, 2013, nomination facility is now

available to individual shareholder. The shareholders who are desirous of availing this facility

may kindly write to the Company at its Corporate Office at P-22, C.I.T. Road, Scheme-55,

Kolkata-700014 or to its Registrar and share Transfer Agents at the above address

9. Members are requested to note that the Ministry of Corporate Affiars has taken a “Green Initiative

in the Corporate Governance” by allowing paperless compliance by the companies after

considering sections 2,4,5 and 81 of the Information Technology Act, 2000 for legal validity of

Compliance under Companies Act through electronic mode.The Department of posts has

discontinued the postal facility “Under Certificate of Posting “ vide letter dated

23.02.2011.Keeping in view of this, services of documents may be made through electronic mode

provided the Company has obtained email address of its members for sending the notice

/documents including Annual Report through email .To support this green initiative of the

Government in full measure, members who have not registered their email address so far, are

requested to register their E-mail address to their respective Depository Participant and to the

Company or its Registrar and Share Transfer Agent.

10. The Equity Shares of the Company are listed on Stock Exchange at Mumbai. The Annual

Listing Fee for the year 2014 – 15 has been paid to the Stock Exchange.

11. Details pursuant to clause 49 of the listing agreement with regard to Directors seeking

reappointment in the ensuing Annual General Meeting on 26th

August , 2014 . 1 Name of Director Shri C.P Mehra Shri Sanjay

Khanna

Shri Anil Kumar Saha Smt. Mina Roy

2 Date of Birth 05.11.1955 2.10.1961 01.01.1953 31.03.1950

3 Date of

Appointment

19.09.1990 29.12.2005 30.03.2014 30.03.2014

4 Qualification

Commerce Graduate B.A Graduate Graduate

5 Expertise in

Executive

Functional Area

(i) Promoter/ Director

of the company

(ii) Having more than

three decades

experience in Textile

Industry

(iii) Vast experience in

General

Administration,

Marketing and

Financial

Management

He has over

20 years

experience in

commercial

and Financial

Management

He has over 30 years

experience in

Accounts,Finance and

Administration

She has over 20 years

experience in

Accounts,Finance and

Administration

6 List of

Companies

in which

Directorship held.

Pacific Cotspin

Limited

None Bala Techno Global

Limited

1)Texas Textile &

Industries Limited

2) Leeds Industries

Limited

7 Chairman /

Members of the

Committee of the

Board of

Company’s on

which he is a

Director.

None None Member of Audit

Committee,Remuneratio

n Committee and

Shareholder Greviance

Committee of Bala

Techno Global Limited

None

8 Shareholding in the

Company

NIL NIL 157208 NIL

12. Voting through Electronic means :

I. Pursuant to provisions of Section 108 of the Companies Act, 2013 and Rule 20 of the

Companies (Management and Administration) Rules, 2014, the Company is pleased to

provide members facility to exercise their right to vote by electronic means. As an alternative

to vote physically at the AGM, and the business may be transacted through e-Voting Services

provided by Central Depository Services (India) Limited (CDSL).

II. Similarly, Members opting to vote physically can do the same by remaining present

at the meeting and should not exercise the option for e-voting. However, in case

Members cast their Members cast their vote exercising both the options, i.e.

physically and e-voting, then votes casted through e-voting shall be only be taken into

consideration and treated valid whereas votes casted physically at the meeting shall

be treated as invalid. The instructions for e-voting are as under, Members are

requested to follow the instruction below to cast their vote through e-voting:

III The instructions for shareholders voting electronically are as under:

(i) The voting period begins on 20-August-2014 at 10 AM and ends on 22-August-2014 at 6 PM.

During this period shareholders’ of the Company, holding shares either in physical form or in

dematerialized form, as on the cut-off date (record date) of 11-July-2014, may cast their vote

electronically. The e-voting module shall be disabled by CDSL for voting thereafter.

(ii) The shareholders should log on to the e-voting website www.evotingindia.com during the voting

period

(iii) Click on “Shareholders” tab.

(iv) Now, select the Company Name “Bala Techno Industries Ltd.” from the drop down menu and

click on “SUBMIT”

(v) Now Enter your User ID

a. For CDSL: 16 digits beneficiary ID,

b. For NSDL: 8 Character DP ID followed by 8 Digits Client ID,

c. Members holding shares in Physical Form should enter Folio Number registered with the

Company, excluding the special characters.

(vi) Next enter the Image Verification as displayed and Click on Login.

(vii) If you are holding shares in demat form and had logged on to www.evotingindia.com and voted

on an earlier voting of any company, then your existing password is to be used.

(viii) If you are a first time user follow the steps given below:

For Members holding shares in Demat Form and Physical Form

PAN

Enter your 10 digit alpha-numeric *PAN issued by Income Tax Department (Applicable for

both demat shareholders as well as physical shareholders)

• Members who have not updated their PAN with the Company / Depository

Participant are requested to enter in capital letters the PAN field of 10 characters as

First 2 Characters of the First Holder Name followed by 8 characters consisting of

Folio Number prefix by “0” (or 8 characters from right of BO-ID). No special

characters or space will be taken from the name and folio number and name shall be

excluded of titles like Mr / Mrs / Smt / Miss / Ms / M/s etc.

Example:

(1) Mr. V. N. Swami and Folio Number is S/0245, the PAN will

be VN000S0245

(2) M/s. 4-square Company Ltd. and Folio Number is C-0052

the PAN will be 4S000C0052

DOB Enter the Date of Birth as recorded in your demat account with the depository or in the

company records for your folio in dd/mm/yyyy format.

Dividend

Bank

Details

Enter the Bank Account Number as recorded in your demat account with the depository or

in the company records for your folio.

• Please enter the DOB or Bank Account Number in order to login.

• If both the details are not recorded with the depository or company then please

enter in the Dividend Bank Details field the Number of Shares Held by you as

on Cut-Off Date (Record Date) of 11-July-2014.

(ix) After entering these details appropriately, click on “SUBMIT” tab.

(x) Members holding shares in physical form will then directly reach the Company selection screen.

However, members holding shares in demat form will now reach ‘Password Creation’ menu

wherein they are required to mandatorily enter their login password in the new password field.

Kindly note that this password is to be also used by the demat holders for voting for resolutions of

any other company on which they are eligible to vote, provided that company opts for e-voting

through CDSL platform. It is strongly recommended not to share your password with any other

person and take utmost care to keep your password confidential.

(xi) For Members holding shares in physical form, the details can be used only for e-voting on the

resolutions contained in this Notice.

(xii) Click on the EVSN for the relevant <Company Name> on which you choose to vote.

(xiii) On the voting page, you will see “RESOLUTION DESCRIPTION” and against the same the

option “YES/NO” for voting. Select the option YES or NO as desired. The option YES implies

that you assent to the Resolution and option NO implies that you dissent to the Resolution.

(xiv) Click on the “RESOLUTIONS FILE LINK” if you wish to view the entire Resolution details.

(xv) After selecting the resolution you have decided to vote on, click on “SUBMIT”. A confirmation

box will be displayed. If you wish to confirm your vote, click on “OK”, else to change your vote,

click on “CANCEL” and accordingly modify your vote.

(xvi) Once you “CONFIRM” your vote on the resolution, you will not be allowed to modify your vote.

(xvii) You can also take out print of the voting done by you by clicking on “Click here to print” option

on the Voting page.

(xviii) If Demat account holder has forgotten the same password then Enter the User ID and the image

verification code and click on Forgot Password & enter the details as prompted by the system.

(xix) Note for Institutional Shareholders :

• Institutional shareholders (i.e. other than Individuals, HUF, NRI etc.) are required to log on to

https://www.evotingindia.co.in and register themselves as Corporates.

• A scanned copy of the Registration Form bearing the stamp and sign of the entity should be

emailed to helpdesk.evoting@cdslindia.com.

• After receiving the login details they have to create a compliance user should be created using the

admin login and password. The Compliance user would be able to link the account(s) for which

they wish to vote on.

• The list of accounts should be mailed to helpdesk.evoting@cdslindia.com and on approval of the

accounts they would be able to cast their vote.

• A scanned copy of the Board Resolution and Power of Attorney (POA) which they have issued in

favour of the Custodian, if any, should be uploaded in PDF format in the system for the

scrutinizer to verify the same.

(xx) In case you have any queries or issues regarding e-voting, you may refer the Frequently Asked

Questions (“FAQs”) and e-voting manual available at www.evotingindia.co.in under help section

or write an email to helpdesk.evoting@cdslindia.com.

13. Mr. Manoj Kumar Banthia of M/S MKB & Associates, SHANTINIKETAN, 5th Floor, Room No.

511, 8, CAMAC STREET, Kolkata – 700017 (Membership No. 11470) has been appointed as the

Scrutinizer to scrutinize the e-voting process in a fair and transparent manner.

14. The Scrutinizer shall within a period not exceeding three (3) working days from the conclusion of

the e-voting period unblocks the votes in the presence of at least two (2) witness not in the

employment and make a Scrutinizer’s Report of the votes cast in favour or against, if any,

forthwith to the Chairmen of the Company.

15. The results shall be declared on or after the AGM of the Company. The results declared alongwith

the Scrutinizer’s Report shall be placed on the webside of CDSL within two (2) days of passing of

the resolution at the AGM of the Company and communicated to the listed Stock Exchanges.

16. Notice of Annual General Meeting will be sent to those shareholders / beneficial owners whose

name will appear in the register of the members / list of beneficiaries received from the

depositories as on 11-July-2014.

17. The voting rights of shareholders shall be in proportion to their shares of the paid up equity share

capital of the Company as on the Cut-Off Date (Record Date) of 11-July-2014.

18. The investors may contact Mr. Tapan Paul, Compliance Officer for redressal of their

grievances/queries. For this purpose, they may either write to him at the Registered office address

or e-mail their grievances/queries to Mr. Tapan Paul, Compliance Officer at the following e-mail

address: balatechnoindustries@gmail.com.

19. An Explanatory Statement pursuant to Sectoin 102 of the Companies Act, 2013 in respect of

Special Business as set out above is annexed hereto

ANNEXURE TO THE NOTICE

Explanatory Statement pursuant to Section 102 of the Companies Act, 2013

ITEM NO 5 & 6

The Board of Directors of the company appointment Shri Anil Kumar Saha (DIN NO: 01698716)and Smt.

Mina Roy (DIN NO: 00597374) on 30.03.2014 as Additional Director of the Company. In terms of

Section 161(1) of the Companies Act,2013 read with Articles, Shri Anil Kumar Saha and Smt. Mina Roy

will hold office of Additional Director upto the date of the ensuing Annual General Meeting . The

Company has received notice in writing from members for each of them under Section 160 of the

Companies Act ,2013 signifying their intention to propose them as Directors of the Company.

The Board considers that having regard to their wide knowledge and experience, it will be in the interest

of the company to appoint them as Directors of the Company.

The Director recommend the passing of Resolution contained in item no. 5 & 6 of the accompanying

notice.

None of the Directors other than Shri Anil Kumar Saha and Smt.Mina Roy is interested or concerned in

ths resolution.

Corporate Office: By order of the Board

P-22,C.I.T Road,Scheme-55 For Bala Techno Industries Ltd.

Place: Kolkata-700014

Date:17th May ,2014

Anil Kumar Saha

Director

DIRECTORS’ REPORT

DEAR MEMBERS

Your Directors have pleasure in presenting the 23rd

Annual Report together with the Audited Statement of

Accounts for the year ended 31st March, 2014 .

FINANCIAL RESULTS

Your Company's performance during the period is summarized below:

For the year ended For theyear ended

31st March, 2014 31st March, 2013

(Rs.in lacs) (Rs.in lacs)

Gross Income 15665.70 13474.83

Gross Profit/(Loss) 61.62 63.54

Less: Depreciation 59.33 59.95

--------- ----------

Profit/(Loss)before Tax 2.29 3.59

Add: Deferred Tax 8.31 8.14

---------- ----------

10.60 11.73

Less: Provision for Taxation 16.51 5.31

------------ -----------

Net Profit/(Loss)After Tax (5.91) 6.42

Add: Profit /(Loss)brought

forward from previous year 272.04 265.62

Balance Profit/(Loss) ---------- ----------

Carried Forward 266.13 272.04

----------- ----------

DIVIDEND

Your Board of Directors does not recommend any Dividend on equity and preference shares in order to

conserve the resources.

PERFORMANCE AND OUTLOOK

The Gross Income for the year was Rs.15665.70 Lacs against Rs. 13474.36 lacs in previous year and

the net loss was Rs. 5.91 Lacs for the year against net profit of Rs.6.42 lacs in previous year. The

Company’s performance is in line with the Industry trend during the year under review and expects better

financial results in ensuing year.

DIRECTORS

Shri C.P Mehra (DIN NO:00573363)and Shri Sanjay Khanna (DIN NO:

00573230) , Directors of the company retire by rotation and being eligible offer themselves for

reappointment.

Shri Amitabha Mukherjee (DIN NO:00572311) ceased to be Director of the company with effect from

31.03.2014.Your Director place on record their appreciation of the contribution made by him during his

tenure as Director on the Board.

Shri Anil Kumar Saha (DIN NO:01698716) and Smt. Mina Roy (DIN NO:00597374) were appointed as

Directors of the Company with effect from 30.03.2014. They hold office upto the ensuing Annual General

Meeting. The Company has received notice from the members under section 160 of the Companies

Act,2013 proposing their candidature as director of thecompany

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 year ended 31st March, 2014 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 profit 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 prepared the accounts for the financial year ended 31st March, 2014 on a

going concern basis.

ISSUE OF PREFERANCE SHARES

In order to raise resources for the purpose of strengthening the long term resource base of the company

and to meet requirement for other corpoarte purposes, the company has issued and allotted 0.01%

Cummulative Redemable Preference Shares of Rs.100/- each during the year

CORPORATE GOVERNANCE

Your Directors affirm their commitments to the corporate governance standards prescribed by the

securities and Exchange Board of India (SEBI). A Report on corporate Governance alongwith certificate

from Company Secretaries for its compliance and management discussion and analysis as required under

clause 49 of the listing agreement is attached.

DEMATERIALISATION

Your Company’s Shares are being traded in the dematerialized form and over 45.84 % of the

Shares of the Company have been dematerialized upto 31.03.2014.

AUDITORS:

The Auditors of the company, M/s U.Narain & Company, Chartered Accountants, retire at the

conclusion of the ensuing Annual General Meeting. They have signified their willingness to

accept reappointment and have confirmed their eligibility under section 141 of the Companies

Act, 2013.Your Directors recommend their reappointment.

The Report of the Auditors and Notes on Accounts are self explanatory and therefore do not call

for any further comments.

STATUTORY REQUIREMENTS:

None of the employee of the company has drawn salary is excess of the limit specified under

Section 217(2a) of the Companies Act, 1956 read with Companies(particulars of Employee)

Rules 1975, as amended.

The Company has not accepted and/or renewed any deposits from the public and/or shareholders

during the year under review.

Information regarding conservation of energy, etc. as required U/s 134(3)(m) of the Companies

Act, 2013, is given below:

CONSERVATION OF ENERGY:

The Company is not a major user of energy. However, all out efforts are being made for optimum

utilization of energy resources. Regular maintenance is carried out.It enhanced the productivity

and efficiency of equipment resulting in power saving. Power to all major equipments and

lighting in work area is put off at non-working times.Strict vigilance is being maintained over

usage of energy by constant monitoring and educating the need for conservation of energy.

Total energy consumption and energy consumption per unit.

Electricity For the year For the year

ended 31.03.2014 ended 31.03.2013

Purchased Units 1217564 1002335

Total amount (Rs. in lacs) 102.36 81.07

Rate/Unit (Rs.) 8.41 8.09

TECHNOLOGY ABSORPTION AND RESEARCH & DEVELOPMENT:

Indigenous technology alone is used. The Company has not obtained any technology from

outside parties either from India or abroad nor entered any technical collaboration agreement

with any party from abroad. The technologies selected by your company are modern and the state

of the art. In-hose training is being imparted to the employees to improve the working of the

plant.

There is no Research and Development unit of the company of its own. In case of any necessity,

the company will take technical help from the outside agencies

FOREIGN EXCHANGE EARNINGS AND OUT GO:

For the year ended For the year ended

31st March, 2014 31

st March, 2013

a) Earnings (Rs. in lacs) 186.98 24.24

b) Expenditure (Rs. in lacs) Nil Nil

ACKNOWLEDGEMENT:

Your Directors wish to place on record their application for valuable co-operation and support

received from Central/State Government and in particular from the financial Institutions and

Banks.

They are also grateful to shareholder, customers and suppliers of the company for their continued

valued support.

Your Director also wish to place on record, their appreciation for devoted services of the sincere

workers, staff and Executives of the company.

FOR AND ON BEHALF OF THE BOARD

Place: Kolkata Anil Kumar Saha

Date : 17th May , 2014 DIRECTOR

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 Four Non-Executive

and Independent Directors.

Composition and category of directors is as follows:

Category Name of Directors

Promoter/Executive Directors Shri Ashok Mehra - Managing Director

Shri C.P Mehra - Chairman

Non Executive and Shri S.A Hussain

Independent Directors Shri Sanjay Khanna

Shri B.B.Bhattercharya

Shri Amitabah Mukherjee **

Shri Anil Kumar Saha *

Smt.Mina Roy *

Attendance of each Director of the Board Meetings, last Annual General Meeting &

Number of other Directorship and Chairmanship/Membership of Committee of each

Director in various Companies for the years ended 31.03.2014 :

Name of the Directors Attendance

Particulars

No. of the Directorships and Committee

member /Chairmanship

Board

Meeting

Last

AGM

Other

Directorship

including Pvt.

Ltd. Cos.

Other

Committee

Membership

Other

Committee

Chairmanship

Shri Ashok Mehra 11 Yes 1 None None

Shri C.P Mehra 11 Yes 1 None None

**Shri Amitabha

Mukherjee

6 Yes 1 None None

Shri Sanjay Khanna 4 No None None None

Shri S.A Hussain - No 5 4 None

Shri B.B.Bhattacharya - No 2 None None

* Shri Anil Kumar Saha - No 1 3 None

*Smt.Mina Roy - No 2 None None

*Appointed on 30.03.2014

* * Resigned on 31.03.2014

In accordance with clause 49 of the listing agreement, membership/ chairmanship in Audit

Committee and Shareholders/Investors grievance committee have been considered only.

Number of Board Meetings held and the date on which held.

Eleven Board Meetings were held during the period. The date on which the meetings were

held are as under:-

1 27.05.2013 7 09.01.2014

2 30.05.2013 8. 12.02.2014

3 12.06.2013 9. 04.03.2014

4 12.08.2013 10. 30.03.2014

5 27.08.2013 11. 31.03.2014

6 14.11.2013

The maximum time gap between any two meetings was not more than three months.

3) Board Committees :

(a) Audit Committee

i) Terms of Reference :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 to ensure that the financial

statements are correct, sufficient and credible.

2) To review and recommend to the Board about the appointment,

reappointment and if required the replacement or removal of Statutory

Auditors and fixation of their fees.

3) To review with the management, the financial statements before

submission to the Board, focusing primarily on Management discussion

and Analysis, Directors’ responsibility Statement which forms part of

the Director’s Report, accounting policies, compliance with accounting

standards, compliance with Stock Exchange and legal requirements

and any related party transactions etc.

4) To review with the management, performance of external and internal

auditors, the adequacy of internal control systems & internal audit

reports if any, on internal control weaknesses .

5) To discuss with the Auditors on the scope and nature of Audit and also

to have Post Audit discussion to ascertain any area of concern.

6) To review the Company’s financial and risk management policies.

7) A statement of material related party transactions, if any.

8) To undertake such other matters as may be delegated by the board

from time to time.

ii) Composition On appointment of Shri Anil Kumar Saha and Smt. Mina Roy as directors

of the company and resignation of Shri Amitabha Mukherjee from the office of

Director, the Audit Committee was reconstituted as under :

Shri Anil Kumar Saha (Chairman)

Shri Sanjay Khanna (Member)

Smt. Mina Roy (Member)

All the members of the Committee are Non-executive and Independent Directors.

iii) Meetings and Attendance

During the year ended on 31st March, 2014, four meetings were held on 30.05.2013,

12.08.2013,14.11.2013 and 14.02.2014

The attendance of the Audit Committee Members is as follows :

Name(s) Held Attended

Shri Amitabha Mukherjee 04 04

Shri Sanjay Khanna 04 04

Shri B.B Bhattacharya 04 -

In pursuance of the SEBI (Prohibition of Insider Trading) Regulations, 1992 (duly

amended), the Board has approved the code of conduct for prevention of Insider

Trading “and authorised Committee to implement and monitor the various

requirements as set out in the code.

4) Remuneration Committee Remuneration Committee has been constituted to consider the policy and the matters relating to

the remuneration of Managerial persons.

On appointment of Shri Anil Kumar Saha and Smt. Mina Roy as directors of the

company and resignation of Shri Amitabha Mukherjee from the office of Director, the

Remuneration Committee was reconstituted as under :

Name of the Director Category Position in the Committee

Shri Anil Kumar Saha Non- Executive and

Independent

Chairman

Shri Sanjay Khanna -DO- Member

Smt.Mina Roy -DO- Member

Remuneration Committee met on 17.05.2014 . All the members of the committee were present.The

committee took note that during the year:

(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) Shareholder/Investor Grievance Committee

On appointment of Shri Anil Kumar Saha and Smt.Mina Roy as directors of the company and

Resignation of Shri Amitabha Mukherjee from the office of Director the Shareholder/Investor

Grievance Committee was reconstituted with independent Directors namely Shri Anil Kumar

Saha as chairman and Smt. Mina Roy and Shri Sanjay Khanna as members.

The Committee reviews the redressing of shareholders 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 overall improvement in the quality of service to the

investors.

The Board has designated Sri Tapan Paul as Compliance officer of the Company.

There was one complaint outstanding at the beginning of the year.During the year one

complaint was received and two were attended.There was no complaint outstanding as on

31.03.2014.No request for transfer of shares physical or electronic was pending as on

31.03.2014.

In pursuance of Clause 47(f) of the listing agreement, the company has displayed email ID

balatechnoindustries@gmail.com in the Website for the purpose of registering complaints

by investors and also to take necessary follow up action.

6) Code of Conduct The Company has already adopted a Code of Conduct which was made applicable to all its

directors, whether executive or non-executive and all Senior Management Personnel of the

Company. All Board members and Senior Management personnel have affirmed compliance

with the Company’s code of conduct during the period. A certificate pursuant to Clause 49(v)

of the listing agreement and a declaration to the effect that all Board members and senior

management personnel have complied with the Company’s code of conduct during the year

under review by the Chairman and Managing Director of the Company duly signed by them,

is annexed and forms part of the Report. The aforesaid code of conduct has been posted on

the website of the Company.

7) Risk Management

The company has laid down procedures to inform Board of Directors about the risk

assessment and minimisation procedures.

8) General Body Meetings

8.1 Location and time for last three Annual General Meeting held :

Year Location Date Day Time

2010-2011 Company’s Registered Office 29.09.2011 Thursday 10.00 a.m

8

.

2

Whether special resolutions were put through postal ballot, last year? : No

8.3 Are votes proposed to be conducted through postal ballot, this year?: No

8.4 Two Extra ordinary general meetings during last 3 financial years held on

27.06.2011 and 25.02.2014

9) Disclosures a. Disclosure on materially significant related party transactions i.e. transactions of the

Company of material nature, with any of the related parties that may have potential

conflict with the interest of the Company at large, other than in the normal course

of business. The transactions undertaken during the year have been disclosed in

Note No 31 of Notes on Financial Statement.

b. There was no penalties, strictures imposed on the Company by stock Exchanges or

SEBI or any Statutory Authority on any mater related to Capital Market during the

last 3 years.

c. The Company duly complies with all the mandatory requirements of Clause 49 of

the Listing Agreement with the Stock Exchange. However, the Company has not

adopted the non-mandatory requirements defined therein except formation of

remuneration committee.

10) Means of communication

i) Quarterly results are published in leading newspaper such as, The Eco of

India (English) and Duranto Barta/Arthik Lipi (Regional Newspaper).

ii) The quarterly and yearly financial results of the company are immediately

sent to the Stock Exchange(s) at which the Company’s shares are listed.

iii) The Management Discussion and Analysis forms a part of this Annual Report.

11) General Shareholder Information

a) Annual General Meeting

Date and Time : 26th August, 2014 at 9.30 a.m.

Venue : Falta Industrial Growth Centre,

Sector–III, Falta,

Dist. 24-Parganas(S),

West Bengal, Pin – 743504

at Falta Industrial Growth

Centre, Sector-III, Falta, Dist.

24 Parganas(S), West Bengal

2011-2012 -DO- 28.09.2012 Friday 10.00 a.m

2012-2013 -DO- 28.09.2013 Saturday 10.00 a.m

b) Financial calendar (tentative) for the year 2013-14

Results for quarter ending:

30th June, 2013 : 2nd week of August, 2014

30th September, 2013 : 2nd week of November, 2014

31st December, 2013 : 2nd week of February, 2015

31st March,2014 : last week of May, 2015

c) Book closure Date : 19th August , 2014 to

26th August , 2014 (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 2014-2015 has been paid to Bombay Stock Exchange.

f) (i) Stock Code :

Bombay Stock Exchange : 514199

(ii) Demat ISIN No. in NSDL and : INE 653 B01016

CDSL for Equity Shares.

g) Stock Market Data: Company’s Equity Shares were traded in

Mumbai Stock Exchange as under:

MMONTHS

BOMBAY STOCK EXCHANGE

Month’s Higher Price

Rate (Rs.)

Month’s low Price Rate

(Rs.)

April, 2013 2.24 1.60

May, 2013 1.60 1.39

June, 2013 1.33 1.33

July, 2013 - -

August, 2013 1.27 1.20

September, 2013 1.15 1.10

October, 2013 1.15 0.85

November, 2013 0.81 0.54

December, 2013 0.52 0.44

January , 2014 0.53 0.44

February,2014 0.59 0.55

March,2014 0.86 0.61

h) Registrar and Transfer Agents: NICHE TECHNOLOGIES PVT LTD.

D-511, Bagre 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.

j) A) Share holding pattern as on 31st March, 2014

B) Distribution of shareholding as on 31st March, 2014

No. of shares held No. of

shareholders

% of

share

holders

No. of

Shares

issued

Equity

% of

Shareholding

1-500 11587 93.2030 16,32,602 23.3993

501-1000 484 3.8932 4,27,682 6.1298

1001-5000 278 2.2362 6,48,509 9.2948

5001-10000 36 0.2896 2,55,310 3.6592

10001 - 50000 34 0.2735 7,33,704 10.5158

50001 – 100000 3 0.0241 2,02,215 2.8983

100001 and above 10 0.0804 30,77,118 44.1028

TOTAL 12432 100.00 6977140 100.000

Sl.

No.

Category No. of

shares(issued

Equity)

Percentage

1. Promoters 2603146 37.310

2. Banks, Indian Financial Institutions,

Central/State Govt. Institutions,

Mutual Funds etc.

609900 8.741

3. NRI/OCB 300 0.004

4. Others 3763794 53.945

6977140 100.00

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 31.03.2014 45.84% shares of the company were held in

dematerialized form.

The shares of the company are actively traded in the Bombay Stock Exchange (BSE).

l) Outstanding GDR/ADR/Warrants

or any Convertible investements,

Conversion Date and impact

on Equity. : Not applicable

m) Plant location : Falta Industrial Growth Centre,

Sector–III,Falta,

Dist. 24-Parganas (South),

West Bengal.

n) Investor’s correspondence for transfer/ : Secreterial Department

dematerialization of shares and any other Bala Techno Industries ltd.

query relating to the shares, Annual P-22, C.I.T. Road,

Report etc. Scheme -55

Kolkata – 700 014.

The above report was adopted by the Board of Directors at their meeting held on

17.05.2014.

For AND ON BEHALF OF THE BAORD

Place: Kolkata C.P.Mehra Ashok Mehra

Date:17.05.2014 Chairman Managing Director

Compliance Certificate on the corporate governance :

The certifcate dated 17th May ,2014 obtained from the Company Secretaries, S.A &

ASSOCIATES confirming compliance with the corporate governance requirements as

stipulated under clause 49 of the listing agreement is annexed hereto.

CERTIFICATE FROM COMPANY SECRETARIES ON COMPLIANCE WITH THE

CONDITIONS OF CORPORATE GOVERNANCE UNDER CLAUSE 49 OF THE

LISTING AGREEMENT(S)

To,

The Members of Bala Techno Industries Ltd.

1) We have reviewed the implementation of Corporate Governance by Bala Techno

Industries Limited during the year ended on 31st March, 2014 with the relevant

records and documents maintained by the company, furnished to us for our

review and report on Corporate Governance as approved by the Board of

Directors.

2) The compliance of conditions on Corporate Governance is the responsibility of

the management. Our examination was limited to review of procedures and

implementation thereof, adopted by the Company for ensuring the Compliance

of the conditions of the Corporate Governance. It is neither an audit nor an

expression of opinion on the financial statements of the Company.

We further state that such compliance is neither an assurance as to the future

viability of the Company nor the efficiency or effectiveness with which the

Management has conducted the affairs of the Company.

3) We state that no investor grievances are pending for a period exceeding one

month against the Company as per the records maintained by the

shareholders/Investors Grievance Committee.

4) On the basis of our review and according to the information and explanations

provided to us, the conditions of Corporate Governance as stipulated in Clause

49 of the Listing Agreement(s) with the Stock Exchanges have been complied

with in all material respect by the Company.

For S.A & ASSOCIATES

COMPANY SECRETARIES

Place : ‘SWASTIK’ 334/157

Jessore Road, S.N- 8 (Ground Floor)

Kolkata – 700 089 (SHIPRA AGARWAL)

Date: 17th May,2014 Proprietor

CP No. 3173

CEO AND CFO CERTIFICATION

We, C.P. Mehra, Chairman and Ashok Mehra, Managing Director of the Company,

responsible for overall financial functions, certify that :

a) We have reviewed the financial statements and cash flow statements for the year ended

31st March, 2014 and to the best of our knowledge and belief :

i) these statements do not contain any materially untrue statement or omit any

material fact or contain statement that might be misleading;

ii) these statements together present a true and fair view of the Company’s

affairs and are in compliance with existing Accounting Standards, applicable

laws and regulations.

b) To the best of our knowledge and belief, no transactions entered into by the Company

during the year ended 31st March, 2014 are fraudulent, illegal or violative of the

Company’s code of conduct.

c) We accept responsibility for establishing and maintaining internals controls for financial

reporting and we have evaluated the effectiveness of internal control systems of the

Company pertaining to financial reporting. Deficiencies in the design or operation of such

internal controls, if any, of which we are aware have been disclosed to the auditors and

the Audit Committee and steps have been taken to rectify these deficiencies.

d) i) There has not been any significant change in internal control over the

financial reporting during the year under reference;

ii) There has not been any significant change in accounting policies during the

year requiring disclosure in the notes to the financial statements; and

iii) We are not aware of any instance during the year of significant fraud with

involvement therein of the management or any employee having a significant

role in the Company’s internal control system over financial reporting.

e) Further, we declare that all Board Members and Senior Management personnel have

affirmed compliance with the code of conduct during the year under review.

Place:Kolkata, C.P Mehra Ashok Mehra

Date: 17.05. 2014 Chairman Managing Director

MANAGEMENT DISCUSSION AND ANALYSIS

INDUSTRY STRUCTURE AND DEVELOPMENT

The fabric industry comprises of powerlooms, mills and hosiery

(knitting units).It can be divided into organized sectors. The mills make up the organized sector,

while the unorganized sector includes the decentralized power loom segment and the hosiery

segment.

Special Narrow Woven Fabric is part of the powerloom industry and it caters to various segments

of the knit industry and the end use comprises garments which are manufactured domestically

and ultimately exported to various countries including USA, Europe and Middle East.

Further, the knit industry is a growth industry and is positively affected by opening up the WTO

with effect from 1st January, 2005.

1. RAW MATERIALS

The raw materials used in manufacturing of fabrics, special fabrics, elastic tapes are cotton

yarn, polyester yarn, synthetics yarn and rubber thread.

Cotton yarn and polyester yarn are abundantly available throughout the country and the

capacity of spinning mills which manufacture such cotton and synthetic yarn have increased

manifold in recent years.

Rubber thread is also manufactured and produced within the country.

2. OUTLOOK

The fabrics and the products produced by the company are used for the garment industry

and garment industry of India has increased manifold.

On account of the decrease in costs in the country and gradual increase of cotton crop on an

annual basis, scope for fabrics and garments export are progressively improving.

3. OPPORTUNITY & THREATS

Opportunities are that, being part of the Textile Industry, the TUF subsidy is available for the

industry which helps to compete with competing countries.

Opportunities are arising out of the WTO opening of the quotas to USA and the increasing

demand of garments from USA & Europe. The threats would be from other competitive

countries like Vietnam, china and Bangladesh.

4. SEGMENT – WISE OR PRODUCT – WISE PERFORMANCE

The Company is mainly engaged in the business in the manufacture of fabric and narrow

elastic tape.

5. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The company has a proper and adequate internal control system to ensure that all assets are

safeguarded and protected against loss from unauthorized use or disposition and that

transactions are authorized, recorded and reported correctly.

The internal control is supplemented by an extensive programme of internal audits, review by

management and documented policies, guidelines and procedures. The internal control is

designed to ensure that the financial and other records are reliable for preparing financial

statements and other data, and for maintaining accountability of assets.

6. FINANCIAL AND OPERATIONAL PERFORMANCE

Please refer Board’s Report on performance review.

7. MATERIAL DEVELOPMENTS IN HUMAN RESOURCES/ INDUSTRIAL

RELATIONS FRONT, INCLUDING NUMBER OF PEOPLE EMPLOYED

The Company recognized the importance and contribution of its human resources for its

growth and development and is committed to the development of its people. The company

has been adopting methods and practices for Human Resources Development. With utmost

respect to human values, company served its human resources with integrity, through a

variety of services by using appropriate training, motivation, techniques and employee

welfare activities. Industrial relations were cordial and satisfactory.

8. CAUTIONERY STATEMENT

Statements made in this report describing the Company’s projections, estimates, expectations

or predictions may be forward looking predictions within the meaning of applicable securities

laws and regulations. Actual result may differ from such estimates, projections etc. whether

expressed or implied. Factors which would make a significant difference to the company’s

Operations include availability of quality yarn, and rubber thread, and market prices in the

domestic and overseas market, changes in govt. regulations and tax laws, economic

conditions affecting demand/ supplies and other environmental factor over which the

company does not have any control.

U . NARA I N & CO .

Chartered Accountants 35, C.R.AVENUE , THACKER HOUSE, 5

TH FLOOR, ROOM NO.25/6, KOLKATA – 700 012.

Independent Auditors’ Report to the Members of Bala Techno Industries Limited Report on the Financial Statements We have audited the accompanying financial statements of Bala Techno Industries Limited (“the Company”) which comprise the Balance Sheet as at 31 March 2014, the Statement of Profit and Loss and the Cash Flow Statement for the year then ended and a summary of significant accounting policies and other explanatory information. Management’s Responsibility for the Financial Statements Management is responsible for the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the accounting principles generally accepted in India including Accounting Standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956 (“the Act”). This responsibility includes the design, implementation and maintenance of internal control relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error. Auditors’ Responsibility Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with the Standards on Auditing issued by the Institute of Chartered Accountants of India. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement. An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the Company’s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

Opinion In our opinion and to the best of our information and according to the explanations given to us, the aforesaid financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India: i. in the case of the Balance Sheet, of the state of affairs of the Company as at 31 March 2014;

ii. in the case of the Statement of Profit and Loss, of the loss for the year ended on that date; and

iii. in the case of the Cash Flow Statement, of the cash flows for the year ended on that date.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor’s Report) Order, 2003 (“the Order”), as

amended, issued by the Central Government of India in terms of sub-section (4A) of

section 227 of the Act, we give in the Annexure a statement on the matters specified

in paragraphs 4 and 5 of the Order.

2. As required by section 227(3) of the Act, we report that:

a. we have obtained all the information and explanations which to the best of our

knowledge and belief were necessary for the purpose of our audit;

b. in our opinion proper books of account as required by law have been kept by the

Company so far as appears from our examination of those books;

c. the Balance Sheet, Statement of Profit and Loss and Cash Flow Statement dealt

with by this Report are in agreement with the books of account;

d. in our opinion, the Balance Sheet, Statement of Profit and Loss and Cash Flow

Statement comply with the Accounting Standards referred to in sub-section (3C)

of Section 211 of the Act; and

e. on the basis of written representations received from the directors as on 31 March

2014, and taken on record by the Board of Directors, none of the directors is

disqualified as on 31 March 2014, from being appointed as a director in terms of

clause (g) of sub-section (1) of Section 274 of the Act.

For U. Narain & Co. Chartered Accountants FRN: 000935C ( J. P. Agarwal) Partner Membership No. 054090 Place: Kolkata Date: 17th May 2014

ANNEXURE TO INDEPENDENT AUDITORS' REPORT

(Referred to in paragraph 1 under the heading “Report on other Legal and Regulatory requirements” of our report of even date) (i)

a) The Company has maintained proper records showing full particulars including quantitative details and situation of fixed assets.

b) All of the fixed assets have not been physically verified by the management during the year but there is a regular programme of verification which, in our opinion, is reasonable having regard to the size of the company and the nature of its fixed assets. No material discrepancies were noticed on such verification.

c) During the year, there is no substantial disposal of fixed assets which would affect the going status of the company.

(ii)

a) The inventory has been physically verified during the year by the management. In our opinion, the frequency of verification is reasonable.

b) The procedures of physical verification of inventories followed by the management are reasonable and adequate in relation to the size of the company and the nature of its business.

c) The company is maintaining proper records of inventory. The discrepancies noticed on verification between the physical stock and the book records were not material.

(iii)

a) The Company has not granted any loan, secured or unsecured to companies, firms or other parties covered in the register maintained under Section 301 of the Companies Act, 1956.

b) In view of clause (iii) (a) above, clause (iii)(b) is not applicable. c) In view of clause (iii) (a) above, clause (iii)(c) is not applicable. d) In view of clause (iii) (a) above, clause (iii)(d) is not applicable. e) The Company has taken unsecured loan from one party covered in the register

maintained under section 301 of the Companies Act, 1956. The year end balance of the loan taken from such party was Rs. 44,00,000/-.

f) In our opinion, the rate of interest and other terms and conditions of such loan are not prima-facie, prejudicial to the interest of the company.

g) There are no stipulations as to the payment of principal amount and interest thereon. (iv) In our opinion and according to the information and explanations given to us, there are

adequate internal control procedures commensurate with the size of the Company and the nature of its business with regard to purchase of inventory, fixed assets and with regard to sale of goods and job work. During the course of our audit, we have not observed any continuing failure to correct major weaknesses in internal controls.

(v) According to the information and explanations given to us, we are of the opinion that the transactions that need to be entered into the register maintained under Section 301 of the Companies Act, 1956 have been so entered.

a) In our opinion and according to the information and explanations given to us, the transactions made in pursuance of contracts or arrangements entered in the register maintained under Section 301 of the Companies Act, 1956 and exceeding the value of rupees five lakhs in respect of any party during the year have been made at prices which are reasonable having regard to prevailing market prices at the relevant time.

(vi) The Company has not accepted any deposits from the public. (vii) In our opinion, the Company has an internal audit system commensurate with the size and

nature of its business. (viii) According to information and explanations given to us, the Company has not maintained cost records under Section 209 (1) (d) of the Companies Act, 1956 as per the Companies (Cost Accounting Records) Rules, 2011. (ix)

a) The Company has been generally regular in depositing with appropriate authorities undisputed statutory dues including Provident Fund, Employees' State Insurance, Income Tax, Sales Tax, wealth tax, Service tax, Custom Duty, Excise Duty, cess and other statutory dues applicable to it excepting service tax on transport payments. There are no arrears of outstanding statutory dues at 31st March 2014 for a period of more than six months from the date they become payable.

b) According to information and explanations given to us, there are no disputed amounts

payable in respect of Income Tax, wealth tax, Service tax, Sales Tax, Custom Duty and Excise Duty at the year end on 31st March, 2014.

(x) In our opinion, the company does not have any accumulated losses at the end of the

financial period. The company has not incurred cash losses during the financial period covered by our audit and also in the immediately preceding financial period.

(xi) In our opinion and according to information and explanations given to us, the company

has not defaulted in repayment of dues to bank. We have been informed that the company has no dues to any financial institution nor has it issued any debentures.

(xii) According to information and explanations given to us the company has not granted loans

and advances on the basis of security by way of pledge of shares, debentures and other securities.

(xiii) In our opinion, the company is not a chit fund or a nidhi/mutual benefit fund/society.

Therefore, clause 4(xiii) of the Companies (Auditor's Report) Order, 2003 are not applicable to the company.

(xiv) In our opinion, the company is not dealing in or trading in shares, securities, debentures and other investments. Accordingly, the provisions of clause 4(xiv) of the Companies (Auditors Report) Order, 2003 are not applicable to the company.

(xv) According to the information and explanations given to us, the company has not given any

guarantees for loans taken by others from banks or financial institutions. (xvi) According to the information and explanations given to us, the company has availed term

loans during the year. In our opinion on overall basis, the term loans have been applied for the purpose for which they were obtained.

(xvii) According to the information and explanations given to us and on an overall examination

of the Balance Sheet of the company, we report that no funds raised on short-term basis have been used for long-term investment.

(xviii) According to the information and explanations given to us, the company has not made

any preferential allotment of shares to parties or companies covered in the register maintained under Section 301 of the Act.

(xix) The company does not have any outstanding debentures during the year. (xx) The company has not raised any money through a public issue during the year. (xxi) According to the information and explanations given to us, no fraud on or by the company

has been noticed or reported during the course of our audit.

For U.NARAIN & CO. Chartered Accountants

FRN:- 000935C (J.P.Agarwal) Partner M. No - 054090 Place: Kolkata Date : 17th May 2014

1. Significant Accounting Policies:

i. The accounts are prepared on the historical cost basis and on the accounting principles of going concern.

ii. Accounting policies not specifically referred to otherwise are consistent and in

consonance with generally accepted accounting principles. iii. All the items of expenses and income are accounted on accrual basis except dividend

income. iv. The Fixed Assets of the company are valued at cost including related pre-operational

expenses and interest up to the date these are put to use. In case of revaluation of fixed assets, the original cost as written up by the approved valuer is considered in the accounts and the differential amount is credited to revaluation reserve.

v. Depreciation on fixed assets has been provided on straight-line method at the rates

prescribed in Schedule XIV of the Companies Act, 1956 on Pro-rata basis. vi. The inventories are valued at lower of cost or net realisable value.

vii. The transactions in relation to Foreign Currency remaining unsettled at the end of the

year are translated at year end rates and the Profit/Loss arising therefrom is taken to profit & loss account. Transactions in Foreign Currency are recorded in the books of account in rupees at the rate of exchange prevailing on the date of transaction.

viii. Contingent liabilities are not provided in the accounts but are disclosed by way of a note

in 'Notes on Accounts' ix. Deferred revenue expenses are written off over a year of 10 years commencing

subsequent to the year these are incurred. x. Investments are accounted for at cost. Dividends are accounted for as and when

received. xi. State Capital investment subsidy is credited to capital reserve.

xii. Provision for current tax is made on the assessable income at the tax rate applicable to

the relevant assessment year. The Deferred tax Asset and Deferred tax Liability is calculated in terms of the Accounting Standard - 22 "Accounting for taxes on income" issued by the Institute of Chartered Accountants of India. Deferred tax Assets are recognised only if there is virtual certainty of its realisation, supported by convincing evidences.

Balance Sheet as at 31st March, 2014 (Amount in Rupees)

Particulars Note No. As at 31.03.2014 As at 31.03.2013

EQUITY AND LIABILITIES

Shareholders' Funds

Share Capital 2 247,089,400 85,021,400

Reserves & Surplus 3 35,446,686 36,037,565

Non-Current Liabilities

Long Term Borrowings 4 598,319 1,471,167

Deffered Tax Liabilities (Net) 4A 1,564,655 2,395,594

Long Term Provisions 4B 1,861,568 1,561,892

Current Liabilities

Short Term Borrowings 5 276,429,342 266,391,476

Trade Payables 6 100,782,269 289,370,638

Other Current Liabilities 7 49,486,426 3,500,040

TOTAL 713,258,664 685,749,772

ASSETS

Non-Current Assets

Fixed Assets - Tangible 8 49,351,483 55,284,455

Non-Current Investments 9 20,671,700 20,671,700

Long Term Loans and Advances 10 16,949,203 16,949,203

Other Non Current Assets 11 11,896,283 4,818,593

Current Assets

Inventories 12 254,430,667 205,509,271

Trade Receivables 13 292,486,723 302,080,200

Cash and Cash Equivalents 14 7,794,763 18,075,158

Short Term Loans and Advances 15 57,891,885 61,009,104

Other Current Assets 16 1,785,956 1,352,088

TOTAL 713,258,664 685,749,772

Notes to the Accounts & Significant Accounting Policies 1 to 40

As per our annexed report of even date.

For U. NARAIN & CO. For and on behalf of the Board

Chartered Accountants

FRN : 000935C

[ J. P. Agarwal ] C.P. Mehra Ashok Mehra

Partner Chairman Mg. Director

Membership No. 54090

Place : Kolkata

Date : 17th May 2014

Statement of Profit and Loss for the year ended on 31st March, 2014

(Amount in Rupees)

Current Year Previous Year

Particulars Note No. Ended on Ended on

31.03.2014 31.03.2013

Revenue from Operations 17 1,565,189,609 1,346,166,590

Other Incomes 18 1,380,491 1,269,112

Total Revenue 1,566,570,100 1,347,435,702

Expenses :

Cost of Material Consumed 19 185,446,544 86,717,411

Purchase of Stock-in-Trade 20 1,262,168,413 1,083,047,601

Changes in Inventories of Finished Goods,

Work-in-Process & Stock-in-Trade 21 (43,336,452) 9,246,604

Employee Benefit Expenses 22 27,821,871 26,846,444

Finance Costs 23 44,420,056 47,345,764

Depreciation 8 5,932,972 5,995,175

Other Expenses 24 83,887,273 87,877,622

Total Expenses 1,566,340,678 1,347,076,621

Profit before Tax 229,422 359,079

Tax Expenses :

Current Tax 1,651,240

Deferred Tax (830,939)

Profit / (Loss) for the year (590,879) 642,195

25

Earning per Equity Share (Basic / Diluted) (0.08) 0.09

Notes to the Accounts & Significant Accounting Policies 1 to 40

As per our annexed report of even date.

For U. NARAIN & CO. For and on behalf of the Board

Chartered Accountants

FRN : 000935C

[ J. P. Agarwal ] C.P.Mehra Ashok Mehra

Partner Chairman Mg. Director

Membership No. 54090

Place : Kolkata

Date : 17th May 2014

Notes to Financial Statements (Amount in Rupees)

As at 31.03.2014 As at 31.03.2013

NOTE NO. 2 : SHARE CAPITAL

Authorised -

70,00,000 (P.Y. 70,00,000) Equity Shares of Rs. 10/- each 70,000,000 70,000,000

2,50,000 (P.Y. 2,50,000) 15% Non-Cumulative Redeemable Preference 25,000,000 25,000,000

Shares of Rs. 100/- each

16,25,000 (P.Y.'NIL') 0.01% Cumulative Reedeemable Preference Shares

of 100/- each. 162,500,000 -

257,500,000 95,000,000

Issued, Subcribed and Fully Paid up -

69,77,140 (P.Y. 69,77,140) Equity Shares of Rs.10/- each 69,771,400 69,771,400

1,52,500 (P.Y. 1,52,500) 15% Non-Cumulative Redeembale Preference Shares

of Rs. 100/- each. 15,250,000 15,250,000

16,20,680 (P.Y.'NIL') 0.01% Cumulative Reedeemable Preference Shares

of 100/- each. 162,068,000 -

247,089,400 85,021,400

(a) Reconciliation of the 0.01% Cumulative Reedeemable Preference Shares outstanding at the begining

and at the end of the reporting period

2013-2014 2012-2013 Number Rs. Number Rs. At the begning of the period - - - - Add : Issued during the period 1620680 162068000 - - Outstanding at the end of the period 1620680 162068000 - -

(b) Terms/Rights attached to Equity Shares

The company has only one class of equity shares having a par value of Rs.10 per share. Each holder of equity shares is entitled to one vote per share.

In the event of liquidation of the company, the holders of equity shares will be entitled to

receive remaining assets of the company,after distribution of all preferential amounts. The distribution will be in proportion to the number of equity shares held by the shareholders.

Terms/Rights attached to 15% Non-Cumulative Redeemable Preference Shares

The company has only one class of Non-Cumulative Redeemable Preference Shares, having a par value of

Rs.100 per share.

Redemption of fully paid Non-Cumulative Redeemable Preference shares shall be made within 20

years from the date of issue. Such reedemption shall be made out of profits of the company which would otherwise be available for dividend i.e. out of general reserve created by ploughing back of

distributable profits or may be made out of the proceeds of a fresh issue of shares made for the purpose of redemption.

Terms/Rights attached to 0.01% Cumulative Redeemable Preference Shares

The company has only one class of Cumulative Redeemable Preference Shares, having a par value of

Rs.100 per share.

These shares will be paid dividend @ 0.01% p.a. from their respective deemed dates of allotment.

Holders of these shares shall not be entitled to receive notices of any general meetings, reports and

accounts of the company, except notice of meeting where any matter to be taken up affect the rights and

interest of the CRPS holders.

Redemption of fully paid Cumulative Redeemable Preference shares shall be made at par within 20

years from the date of issue. Such reedemption shall be made out of profits of the company which would otherwise be available for dividend or out of the proceeds of a fresh issue of shares made for the

purpose of redemption.

( c) Details of shareholders holding more than 5% in the company -

In Equity Shares 2013-2014 2012-2013 % of Holding

Name of the Shareholders Nos. Shares Nos. % of Holding Shares

West Bengal Development corpn.Ltd. 580000 8.31% 580000 8.31%

In 15% Non-Cumulative Redeemable Preference Shares 2013-2014 2012-2013 % of Holding

Name of the Shareholders Nos. Shares Nos. % of Holding Shares

Bala Techno Global Limited 152500 100.00% 152500 100.00%

In 0.01% Cumulative Redeemable Preference Shares

2013-2014 2012-2013 % of Holding

Name of the Shareholders Nos. Shares Nos. % of Holding Shares

Mr. Ashok Mehra 810340 50.00%

Mr. Chandra Prakash Mehra 810340 50.00%

(d) Aggregate number and class of shares allotted as fully paid up pursuant to contract(s) without payment

being received in cash for the period of 5 years immediately preceding the Balance Sheet date:

As at 31.03.2014 As at 31.03.2013

Aggregate Aggregate number

Particulars number of shares of shares

0.01% Cumulative Redeemable

Preference Shares

Fully paid up pursuant to contract(s) 1620680 -

without payment being received in cash

Notes to Financial Statements (Amount in Rupees) As at 31.03.2014 As at 31.03.2013 NOTE NO. 3 : RESERVES AND SURPLUS

CAPITAL RESERVE As per last Balance Sheet 1,987,500 1,987,500

AMALGAMATION RESERVE As per last Balance Sheet 6,845,216 6,845,216

STATEMENT OF PROFIT AND LOSS Balance as per last Balance Sheet 27,204,849 26,562,654 Add: Profit/(Loss) for the year (590,879) 642,195

26,613,970 27,204,849

35,446,686 36,037,565 NOTE NO. 4 : LONG TERM BORROWINGS

Secured *

Vehicle Loan 598,319 971,167 * Secured against Vehicles. 598,319 971,167.00 i) Repayable in 60 monthly instalments commencing from 10th April, 2012. ii) Repayable in 60 equated monthly instalments commencing from 15th July, 2011.

Unsecured

- From Body Corporates - 500,000

- 500,000

598,319 1,471,167

NOTE NO. 4A : DEFERRED TAX LIABILITIES (NET)

Deferred Tax Liability

Depreciation on Fixed Assets 2,139,879 2,878,218

2,139,879 2,878,218

Less:Deferred Tax Asset

Other Timing Differences 575,224 482,624

1,564,655 2,395,594

NOTE NO. 4B : LONG TERM PROVISIONS

Provision for Retirement Gratuity 1,861,568 1,561,892

1,861,568 1,561,892

NOTE NO. 5 : SHORT TERM BORROWINGS

Secured **

Loans Repayable on Demand - From Banks

Cash Credit from Bank 272,029,342 260,596,629

Overdraft in Current Account - 5,794,847

Unsecured

From a Director 4,400,000

276,429,342 266,391,476

** Cash Credit is secured by paripassu first charge created by hypothecation of company’s stocks of raw materials, work-in-

progress, finished goods, stores and spares and receivables and other current assets and lien on fixed deposits and also by

paripassu first charge over all fixed assets of the company alongwith personal guarantees of two directors, namely Mr.

Ashok Mehra and Mr. C.P.Mehra and corporate guarantee of Bala Techno Global Ltd.

Notes to Financial Statements (Amount in Rupees)

As at 31.03.2014 As at 31.03.2013

NOTE NO. 6 : TRADE PAYABLES

Micro, Small and Medium Enterprise * - -

Others 100,782,269 284,960,812

L.C. Acceptances due within normal operating cycle - 4,409,826

100,782,269 289,370,638

* There is no declaration received from vendor for being registered as

Micro, Small & Medium Enterprise.

NOTE NO. 7 : OTHER CURRENT LIABILITIES

Vehicle Loan 372,848 441,993

(Instalment falling due within 12 months)

Advances from Customers 47,360,596 1,416,167

Outstanding for Expenses 1,752,982 1,641,880

49,486,426 3,500,040

Notes to Balance Sheet

Note No. 8 : Fixed Assets - Tangible GROSS BLOCK DEPRECIATION NET BLOCK Description As on 31.03.13 Addition eductio As on 31.03.2014 As on 31.03.13 Provided Deduction As on 31.03.2014 As on 31.03.2014 As on 31.03.13

Lease hold lands 3897844.72 - - 3897844.72 - - - - 3897844.72 3897844.72

Factory Building 14507636.21 - - 14507636.21 5606187.41 484555.05 - 6090742.46 8416893.75 8901448.80

Plant & Machinery 113812496.35 - - 113812496.35 74882730.32 5129021.28 - 80011751.60 33800744.75 38929766.03

Electrical Installation 2638139.98 - - 2638139.98 1204895.19 88113.88 - 1293009.07 1345130.91 1433244.79

Furnitures & Equipments 1858792.50 - - 1858792.50 1846215.29 3098.03 - 1849313.32 9479.18 12577.21

Motor Car 2611992.00 - - 2611992.00 502418.06 228184.21 - 730602.27 1881389.73 2109573.94

Scooter 13960.00 - - 13960.00 13960.00 - - 13960.00 - -

139340861.76 0.00 - 139340861.76 84056406.27 5932972.45 - 89989378.72 49351483.04 55284455.49

(Previous Year) 139340861.76 - - 139340861.76 78061231.51 5995174.76 - 84056406.27 55284455.49

9. NON-CURRENT INVESTMENTS

INVESTMENTS IN EQUITY INSTRUMENTS AS AT AS AT

Quoted Shares 31.03.2014 31.03.2013

435300 Equity shares of Bala Techno Global Ltd. 8271700.00 8271700.00 of Rs.10/- each fully paid up [Market value Rs.1027308/-, P.Y. Rs.2442033/-]

Unquoted Shares

1240000 Equity Shares of Texas Textile & Industries Ltd. 12400000.00 12400000.00 of Rs. 10/- each fully paid up

20671700.00 20671700.00

` NOTE NO. 10 : LONG TERM LOANS AND ADVANCES

(Unsecured and Considered Good)

Balances with Govt. Authorities 313,090 313,090

Deposits 16,636,114 16,636,114

16,949,203 16,949,203

NOTE NO. 11 : OTHER NON-CURRENT ASSETS

Fixed Deposit With Banks 11,896,283 4,818,593

(Lien to banks against credit facilities & bank guarantees ) 11,896,283 4,818,593

NOTE NO. 12: INVENTORIES

(as certified and valued by the management)

i) Raw materials 28,948,198 23,543,024

ii) Work-in-Process 7,769,613 6,316,125

iii) Finished goods 150,999,984 133,748,270

iv) Stock In Trade - Fabrics 52,813,109 28,181,859

v) Colours & Consumable 11,766,325 11,952,332

vi) Spare Parts 1,536,553 1,125,325

vii) Fuel 596,885 642,336

254,430,667 205,509,271

NOTE NO. 13 : TRADE RECEIVABLES

Secured - Debts due for less than six months - -

Unsecured -

Debts over six months 79,977,132 61,903,015

Other Debts 212,509,591 240,177,185

292,486,723 302,080,200

As at 31.03.2014 As at 31.03.2013

NOTE NO. 14 : CASH AND CASH EQUIVALENTS

Cash in hand (as certified by Management) 6,607,245 9,806,484

Balances with Scheduled Banks -

in Current Accounts 1,187,518 202,524

in Deposit Accounts - 3,463,562

7,794,763 13,472,570

in Deposit Accounts (Maturity after 3 months but within 12 months) - 4,602,588

7,794,763 18,075,158

NOTE NO. 15 : SHORT TERM LOANS AND ADVANCES

(Unsecured and Considered Good)

Advances Recoverable in Cash or Kind 57,798,508 59,784,926

Advance Income Tax (Net) 93,377 1,224,177

57,891,885 61,009,103

NOTE NO. 16 : OTHER CURRENT ASSETS

Prepaid Expenses 339,826 283,133

Other Receivables 1,446,130 1,068,955

1,785,956 1,352,088

Current Year Previous Year

Ended on Ended on

31.03.2014 31.03.2013

NOTE NO. 17 : REVENUE FROM OPERATIONS

Export Sales 19,388,161 2,424,439

Domestic Sales 1,545,240,536 1,343,742,151

Total Sales 1,564,628,698 1,346,166,590

Duty Draw Back 560,911

1,565,189,609 1,346,166,590

NOTE NO. 18 : OTHER INCOME

Interest on Bank Deposits 864,387 1,004,737

Exchange Gain/(Loss) due to fluctuation 430,104 42,888

Miscellaneous Income 86,000 221,487

1,380,491 1,269,112

NOTE NO. 19 : COST OF MATERIAL CONSUMED

Opening Stock 23,543,024 19,360,714

Add : Purchases 190,851,718 90,899,721

Less : Closing Stock 28,948,198 23,543,024

185,446,544 86,717,411

NOTE NO. 20 : PURCHASE OF STOCK-IN-TRADE

Purchase 1,262,168,413 1,083,047,601

1,262,168,413 1,083,047,601

NOTE NO. 21. : CHANGES IN INVENTORIES OF FINISHED GOODS,

WORK-IN-PROCESS & STOCK-IN-TRADE

Inventories (At Close)

Finished Goods 150,999,984 133,748,270

Work-in-Process 7,769,613 6,316,125

Stock-in-Trade - Fabrics 52,813,109 28,181,859

Inventories (At Commentcement)

Finished Goods 133,748,270 96,514,082

Work-in-Process 6,316,125 7,043,513

Stock-in-Trade - Fabrics 28,181,859 73,935,263

(43,336,452) 9,246,604

Notes to Financial Statements (Amount in Rupees)

Current Year Previous Year

Ended on Ended on

31.03.2014 31.03.2013

NOTE NO. 22 : EMPLOYEE BENEFIT EXPENSES

Salaries, Wages, Bonus etc. 26,340,995 25,534,987

Contribution to PF & ESI 1,463,681 1,300,154

Staff Welfare & Workmen 17,195 11,303

27,821,871 26,846,444

NOTE NO. 23 : FINANCE COSTS

Interest Expense :

Interest on Bank Borrowings 42,199,648 44,556,552

Other Interest 177,220 313,346

42,376,868 44,869,898

Other Borrowing Costs :

Discounting Charges 715,025 4,687

Bank Charges 1,328,163 2,471,179

2,043,188 2,475,866

44,420,056 47,345,764

NOTE NO. 24 : OTHER EXPENSES

Power, Fuel & Water 30,260,443 35,872,235

Dyes, Chemicals & Consumables 24,220,617 25,300,454

Spares & Maintanance 7,871,590 7,464,185

Packing Materials 1,482,261 1,684,002

Factory General & Other Expenses 5,297,177 5,377,886

Land Maintenance, Rent, Rates & Taxes 103,240 61,616

Insurance 264,370 379,134

Lease Rental & Others 378,000 378,000

Postage, telefax & telephones 203,735 231,538

Printing & stationery 128,065 125,978

Travelling & conveyance 292,567 372,767

Advertising & marketing 459,191 574,442

Transport, Coolie & Cartages, Clearing 2,098,920 2,777,824

Discount, Brokerage & Commission 8,207,253 4,244,878

Auditors' remuneration 168,540 168,540

Repairs to Machineries & Others - 8,396

Miscellaneous Expenses 2,451,304 2,855,746

83,887,273 87,877,622

NOTE NO. 25 : EARNING PER SHARE

In terms of Accounting Standard – 20, “Earning Per Share” is as follows -

Net Profit after tax as per Statement of Profit and Loss (590,879) 642,195

attributable to Equity Shareholders (Rs.)

Weighted Average number of equity shares used as 6,977,140 6,977,140

Denominator for calculating EPS

Face Value per Equity Share (Rs.) 10 10

Basic and Diluted Earnings per Share (Rs.) (0.08) 0.09

26. Contingent Liabilities not provided for in respect of Bank Guarantees issued to: West Bengal State Electricity Board – Rs.998967/- (Previous year Rs.743000/-)

27. The break-up of Auditors' remuneration is as below:

Audit fees Rs. 56180 /- (Previous year Rs. 56180/-) Tax audit fees Rs. 112360 /-(Previous year Rs. 112360/-)

28. Sales are stated net of returns but includes VAT, if any.

29. In terms of Accounting Standard 17 of the Institute of Chartered Accountants of India,

Segment Information has not been given as Company has no reportable Business or Geographical segment.

30. Deferred Tax: As at As at 31.03.2014 31.03.2013 Rs. Rs.

Deferred Tax Liability : Depreciation on Fixed Assets 2139879 2878218 Deferred Tax Assets : Unabsorbed Depreciation/Business Losses Nil Nil Other Timing Differences 575224 482624 575224 482624 Net Deferred Tax Liability 1564655 2395594

31. Related Party disclosures as per Accounting Standard 18 are given below: (i) Name and description of relationship with the related parties. Key Management Personnel: Nature of Designation 1. Mr. Chandra Prakash Mehra : Chairman 2. Mr. Ashok Mehra: Managing Director Note: Related Party relationship is as identified by the company and relied upon by the Auditors.

(ii) Details of transactions with related parties:

(Figures in Rupees)

Nature of transaction

Key Management personnel

Enterprise in which key

management personnel or their relatives exist

Other Relatives

Total

Unsecured Loan Taken

4400000 (NIL)

4400000 (NIL)

Figures in brackets are for the previous year. 32. On the basis of the information available with the Company there are no Small Scale Industries

to whom the Company owes a sum exceeding Rs 100000/ which is outstanding for more than 30 days.

33. In the opinion of the Board and the best of their knowledge and belief the realisable amount of

Current Assets and Loans & Advances in the ordinary course of business would not be less than the amount at which they are stated in the Balance Sheet. However, the outstanding balances in respect of some of the Trade Receivables, Trade Payables and Loans and Advances are subject to confirmation and reconciliation, if any.

34. Additional depreciation of Rs. 2425263/- for current year (P.Y – Rs. 2425263/-) arising due to

revaluation of certain fixed assets is charged to Statement of Profit & Loss.

35 Manufacturing Activity

TAPE UNIT FABRIC MERCERISING UNIT CURRENT YEAR PREVIOUS YEAR CURRENT YEAR PREVIOUS YEAR Quantity Value Quantity Value Quantity Value Quantity Value Mtrs. Rs. Mtrs. Rs. Kgs. Rs. Kgs. Rs. -------------- ---------------- ------------ ------------- -------------- ------------------ ------------- ----------------- Opening Stock 26,297,444 133,748,270 21,780,659 96,514,083 - - - - Closing Stock 27,131,194 150,999,984 26,297,444 133,748,270 - - - - Sales 13,192,013 90,908,900 21,354,952 122,532,748 - - - - Fabric Job Work - - - - 866,690 79,959,986 980,044 80,336,186 Fabric Sales 533,295 153,419,931 - - FABRIC CURRENT YEAR PREVIOUS YEAR Quantity Value Quantity Value Kgs. Rs. Kgs. Rs. 36 Trading Activity -------------- ------------------ ------------- ----------------- Opening Stock 120,407 28,181,859 377,407 73,935,263 Closing Stock 216,395 52,813,109 120,407 28,181,859 Purchase 5,105,781 1,244,033,926 4,571,086 1,083,047,601 Sales 5,009,793 1,220,951,720 4,828,086 1,143,134,739 Shortage / Excess

CURRENT YEAR PREVIOUS YEAR QTY.(Kgs). VALUE(Rs). QTY.(Kgs). VALUE(Rs).

37 Raw Materials Consumed

Yarns and Others 263,131 55,455,157 428,187 86,717,411 Fabric 533298.00 129,991,388

38 Consumption of Raw Materials,Store & Others

Indigeneous Raw Materials 100% 57,921,095 100% 86,554,494 Imported Raw Materials - - - -

Imported Stores and Others - - - - Indigeneous Stores and Others 100% 8,871,590 100% 7,464,185

Indigeneous Dyes, Chemicals & Cons 100% 27,020,617 100% 25,300,454

39 Earning in Foreign Currency FOB Value of Exports 18,698,026 2,424,439

40 Figures of the previous year have been regrouped and rear-ranged, wherever considered necessary.

As per our report attached By Order of the Board

For U.NARAIN & CO.

Chartered accountants

FRN:-000935C

C. P. Mehra Ashok Mehra (J.P.AGARWAL) Chairman Mg. Director Partner

Membership No:- 054090

Place:- Kolkata

Date : 17th May 2014

BALA TECHNO INDUSTRIES LTD.

Cash Flow Statement for the year ended on 31st March, 2014

(Amount in Rupees)

Current Year Previous

Year

Ended on Ended on

31.03.2014 31.03.2013

A. CASH FLOW FROM OPERATING ACTIVITIES

Net Profit /(Loss) before tax and extraordinary items 229,422 359,079

Add Back :

Depreciation 5,932,972 5,995,175

Finance Charges 44,420,056 47,345,764

Operating Profit before Working Capital Changes 50,582,450 53,700,018

Adjustment for :

Trade Receivables 9,593,477 (980,285)

Inventories (48,921,396) 3,433,030

Other Current & Non-Current Assets (2,908,970) 5,881,084

Long Term & Short Term Loans and Advances 1,986,418 (369,068)

Long Term Provisions 299,676 350,116

Trade Payables & Other Current Liabilities 19,466,016 (12,459,444)

Cash Generated from Operation 30,097,670 49,555,451

Income Tax Paid (520,440)

(386,453)

Net Cash from Operating Activities 29,577,230 49,168,998

B. CASH FLOW FROM INVESTING ACTIVITIES

Purchase of Fixed Assets - -

(Including Capital Work in Progress)

Net Cash used in Investing Activities -

-

C. CASH FLOW FROM FINANCING ACTIVITIES

Proceeds from Long Term Borrowings (872,848) (941,993)

Proceeds from Short Term Borrowings 10,037,866 (369,624)

Finance Charges Paid (44,420,056) (47,345,764)

Net Cash used in Financing Activities (35,255,038) (48,657,381)

NET INCREASE IN CASH AND CASH EQUIVALENTS (5,677,807) 511,617

OPENING CASH AND CASH EQUIVALENTS 13,472,570 12,960,953

CLOSING CASH AND CASH EQUIVALENTS 7,794,763 13,472,570

Note : a. Figures in Brackets indicates Outflows.

b. Previous Years figures have been regrouped and rearranged whenever necessary.

As per our annexed report of even date.

For U. NARAIN & CO For and on behalf

of the Board

Chartered Accountants

FRN : 000935C

[ J.P. Agarwal ] C.P. Mehra Ashok Mehra

Partner Chairman Mg.Director

Membership No. 54090

Place : Kolkata

Date : 17th May 2014

BALA TECHNO INDUSTRIES LTD.

Regd Office: Falta Industrial Growth Center,Sector-III Falta,

Dist: 24 Parganas (s), West Bengal

Tel No: 033-22651431,033-22658156,email: balatechnoindustries@gmail.com

CIN : L17299WB1990PLC049886

ATTENDANCE SLIP

(To be handed over at the entrance of the meeting Hall)

(Annual General Meeting – 26th

August,2014)

I hereby record my presence at the Annual General Meeting of the Company held on Tuesday,

26th August,2014 at 9:30 AM at Falta Industrial Growth Center, Sector-III Falta, Dist: 24

Parganas (S) , West Bengal.

Full Name of the member (In Block Letters):……………………………………………………

Folio No…………………..DP ID No:…………………………………………………………..

Full Name of Proxy(In Block Letters):…………………………………………………………...

Member/Proxy(s) Signature: …………………………………………………………………….

ELECTRONIC VOTING PARTICULARS

EVSN User ID Password

140714013 Please refer Note No. 12 of the Notice

FORM NO.MGT-11

PROXY FORM

[ Pursuant to section 105(6) of the Companies Act,2013 of the Companies (Management

and Administration ) Rules,2014 ]

CIN : L17299WB1990PLC049886

Name of the company : Bala Techno Industries Ltd

Regd Office : Falta Industrial Growth Center,Sector-III ,Falta

Dist: 24 Parganas (s), West Bengal

Name of the Members :

Registered Address :

E-Mail Id :

Folio No./Client No. :

DP ID :

I/ We, being the member(s) of ……………shares of the above Company,hereby appoint

1. Name………………………. Address …………………………………..

E-Mail Id:…………………. Signature: …………………… or failing him

2. Name………………………. Address …………………………………..

E-Mail Id:…………………. Signature: …………………… or failing him

3. Name………………………. Address …………………………………..

E-Mail Id:…………………. Signature: …………………… or failing him

As my our Proxy to attend and Vote (on a poll) for me/us on my/our behalf at the AGM of the

Company, to be held on 26th August,2014 at 9:30 AM at Falta Industrial Growth Center ,

Sector-III,Falta,Dist:24 Parganas(s) and at any adjournment thereof in respect of such

resolution(s) as are indicated below.

Resolutions For Against

1. Consider and adopt of Audited Financial Statements,

Reports of the Board of Directors and Auditor

2. Re-appointment of Shri C.P Mehra as Director

3. Re-appointment of Shri Sanjay Khanna as Director

4. Appointment Auditor and to fix their remueration

5. Appointment of Shri Anil Kumar Saha as Additional

Director

6. Appointment of Smt. Mina Roy as Additional Director

Signed this …………Day of ………….2014

Signature of the Shareholder(s) ………………….Signature of Proxy(s)………………….

Notes:

This form of proxy in order to be effective should be duly completed and deposited

at the Registered Office of the Company not less than 48 hours before the commencement

of the meeting.

Affix Revenue Stamp

If undelivered please return to :

Bala Techno Industries Limited Corporate office:

P-22,C.I.T Road Scheme- 55, Calcutta 700014