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Bhagheeratha Engineering Ltd.

BSE: 522136 Sector: Infrastructure
NSE: N.A. ISIN Code: INE869E01012
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Bhagheeratha Engineering Ltd. (BHAGHEERATHAENG) - Director Report

Company director report

Your Directors present the 41st Annual Report together with the Audited Accounts of theCompany for the Financial Year 2016-17. .

01. FinancialHighlights

The financial results for the current financial year as well as the previous financialyear are tabulated and given below n i a summarized form.

Year ended 31st March 2017 Year ended 31st March 2016
(Rs. in lakhs) (Rs. in lakhs)
Total income (including
1387.97 1541.26
exceptional income)
Profit before depreciation 607.42 497.64
Profit before tax 594.01 477.27
Profit after Tax (including
(372.44) 478.81
Deferred Tax)

It may be observed that the Company has made a profit of Rs.594.01 Lakhs before taxduring the year as against Rs. 477.27 Lakhs during 2015-16. The net loss of Rs. 372.44Lakhs is due to re- assessing of the present deferred tax and necessary book entriesamounting to Rs. 966.45 lakhs being passed in the profit and loss account for bookadjustments of deferred tax which does not have any impact on the cash flow position ofthe company.

The current year also company has got sufficient tax shield as depreciation allowanceas such is only liable to pay Minimum Alternative tax on book profit under section 115JBof the Income Tax Act.

The total income of Rs.1387.97 Lakhs arose mainly as a result of the decision to treatbalance amount of the arbitration proceeds from the joint venture BEL-ACC. This was keptin the JV books against the threat of a counter claim from the NHAI for the Ettawahproject which did not materialise as it had become time barred.

Your Directors confirm that there has been no material changes and commitmentsaffecting the financial position of your Company which occurred between the end of thefinancial year to which the Financial Statements relate and the date of this AnnualReport. The state of the Company's affairs is as given above.

02. Liabilities with Banks andother Financial Institutions

A term loan related to a specific project availed from Syndicate bank was settled on anegotiated basis during the current financial year.

03 Dividend & Transfer to Reserve

The Company is still having a negative net worth and hence no dividend is recommended.There were no transfers to the General Reserves during the year under Report.'

04 Present Status And Future outlook

n I view of the fact that the Company does not possess requisite prequalificationcriteria it has not been possible to bid for any major projects.At present the Company iscontinuing its attention in pursuing various arbitration cases as well as for settlingmajor creditors.

05. Orders from Regulatory Authorities Impacting going concern status of the Company

There are no such orders from any regulatory authorities Courts or Tribunal.

06. Details of subsidiaries and Joint Venture Associates

Your Company does not have any subsidiary within the meaning of the Companies Act2013.A statement showing the names of Joint Venture Companies and Associate Companies aregiven below:-

Description of relationship Names of related parties
PATI -BEL Joint VentureDelhi
PATI -BEL Joint Venture Kochi
Associates and JointVentures BEL-TBL Joint Venture Kochi
BEL-ACC Joint VentureKochi
BEL-ABL Joint Venture Kochi

07. Fixed Deposits

The Company does not have "Deposits" as contemplated under Chapter V of theCompanies Act 2013. Further the Company has not invited or accepted any such depositsduring the year ended 31st March 2017.

08. Auditors

The Company proposes to continue the services of the Auditors M/s. Sankar & Moorthyfor the financial year 2017-18 also and they would retire at the forth coming AnnualGeneral Meeting. The Auditors have already given their written consent for reappointment.

09. Auditors' Report

The observation of the Auditors in their Report read with relevant Notes to theAccounts are self explanatory and therefore do not require further explanations.

10. AnnualReturn

The extracts of Annual Return pursuant to the provisions of Section 92(3) of theCompanies Act 2013 read with Rule 12 of the Companies (Management and Administration)Rules 2014 in the prescribed Form MGT-9 is annexed herewith as Annexure.

11. Other disclosures

a. Conservation of Energy

. Energyconservation measuresare taken in all activities of the Company by carefulmonitoring and implementation of suitable measures for optimizing energy consumption.

b. Research & Development &Technology Absorption

On account of the nature of operations of the Company no special efforts have been putin this regard.

c. Foreign Exchangeearnings and outgo:

No foreign exchange was used or earned during the year and previous year.

12. Directors

i) Retirement & Re-election

Sri. Sunny C Madathil is retiring by rotation at this Annual General Meeting. He beingeligible offers himself for re-appointment as a Director liable to retire by rotation.

Sri. E.S. Menon is retiring by rotation at this Annual General Meeting. He beingeligible offers himself for reappointment as a Director liable to retire by rotation.

The tenure of Sri.Tomy C Madathil as Managing Director expiredon 31.07.2017 and beingeligible is offering himself for re-appo.intment.

ii Resignation

There is no case of resignation during the year.

13. Number of Board Meetings

During the Financial Year five meetings of the Board were held.

14. Particulars of Employees and Key Managerial Personnel (KMP)

The information required pursuantto Section 134 and 197 read with relevant Rules theremuneration and other details of KMP for the year ended 31st March 2017 are given in theextract of the Annual Return.

15. Risk Management Policy

The Board of Directors look into the element of risk associated with the Company. Atpresent the Company has not identified any element of risk which may threaten theexistence of the Company.

16. Key Management Personnel

Managing Director Mr. Tomy C Madathil
Enterprises owned or significantly influenced by key management personnel or their relatives Bhagheeratha Energy Controls Ltd.

The Company is not having any on going projects in collaboration with the JointVentures and Associate Companies at present.

17. Listing

As reported earlier the BSEhaswritten a letter requesting the Company to comply withall the requirements specified n i the listing agreements with immediate effect. TheCompany has however replied to this letter indicating various constraints the Company isfacing in complying with the listing requirements and requesting for a waiver. We areawaiting further orders from the Stock Exchange.

18. Bankers

Your Directors place on record their sincere gratitude to the banks who have extendedsupport in the past and present as well.

19. Directors' Responsibility Statement ..

Pursuant to the requirements under Section 134(3)(c) of the Companies Act 2013 (theAct) with respect to the Directors' Responsibility Statement your Directors based ontheir knowledge and belief and the information and explanations obtained confirm that:

(a) in the preparation of the annual accounts the applicable accounting standards hadbeen followed along with proper explanation relating to material departures;

(b) accounting policies are selected and applied consistently and judgments andestimates are made that are reasonable and prudent so as to give a true and fair view ofthe state of affairs of your Company for the financial year ended 31 st March 2017 and ofthe profit and loss of your Company for the financial year ended 31 st March

2017;

(c) proper and sufficient care has been taken for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013 forsafeguarding the assets of your Company and for preventing and detecting fraud and otherirregularities;

(d) annual accounts are prepared for the financial year ended 31st March 2017 on a'Going Concern' basis;

(e) internal financial controls have been laid down and followed by your company andthat such internal financial controls are adequate and were operating effectively;

(f) proper systems have been devised to ensure compliance with the provisions of allapplicable laws and that such systems were adequate and operating effectively.

20. Internal FinancialControl

The Board has adopted the policies and procedures for ensuring the orderly andefficient conduct of its business including adherence to the Company's policies thesafeguarding of its assets the prevention and detection of frauds and errors theaccuracy and completeness of the accounting records and the timely preparation of reliablefinancial statements. The Company has a process in place to continuously monitor the sameand identify gaps if any and implement new/or improved controls whenever effect of suchgaps would have material effect on the Company's operations.

21. Particulars Of Contracts Or Arrangements Made With Related Parties

During the year the Company had not entered into anycontract/arrangements/transactions with Related Partywhich could be considered material inaccordance with the policy of the Company.

22. Particulars Of Loans. Guarantees Or Investments Made Under Section 186 Of TheCompanies Act. 2013

There were no loans guarantees or investments made by your Company under Section 186of the Companies Act 2013 during the year under review and hence the said provision is notapplicable.

23. Acknowledgement

Your Directors thank the Central and State Governments and other Institutions which arehaving business dealings with the Company for their continued support and co-operation.TheDirectors are also placing on record their appreciation for the services rendered byemployees at all levels.

For and on behalf of the Board of Directors
Sd/-
Place: Kochi E.S.MENO N
Date : 11* August 2017 Chairma n
(DIN : 00608783)