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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 are happy to present the 39th Annual Report together with theAudited Accounts of the Company for the Financial Year 2014-15.

1. Financial results

The financial results for the current year and the previous year are tabulated below ina summarized form.

Year ended 31st March 2015 Year ended 31st March 2014
(Rs. in lakhs) ( lakhs)
Total income 2746.95 1381.29
Profit before depreciation 2187.73 446.15
Profit before tax 1647.13 364.45
Profit after Tax (received written off brought back) 1806.35 374.80

Some of the major developments during the year which have contributed to the financialstrength of the Company are as follows:-

2. Liabilities with Banks and other Financial Institutions

One-Time-Settlement with the Union Bank of India was completed in June 2014 and thefinancial impact of the same has been included in the current year’s accounts. Inline with the principles followed during the previous year the benefit of Rs. 17.03 Crorescomprising amount due to the bank amounting to Rs. 22.85 Crores and the settlement madefor Rs. 5.83 Crores has been shown under capital reserves.

In addition to the above the Company had also made an out of Court settlement with theNational Highways Authority of India related to terminated project at West Bengal for alumpsum amount of Rs. 20.00 Crores which has been credited to the Profit & LossAccount.

3. Dividend

The Company is still having a negative net worth and hence no dividend is recommended.

4. Projects

The Company has no projects under execution. In order to take up new projectssubstantial financial resources are necessary. At present the Company is not able tomobilize such resources and therefore is looking for small projects with less capitalrequirements. Such small projects are difficult to come by. In the meantime the Company isengaged in following up arbitration cases which have been long outstanding.

5. Orders from Regulatory Authorities Impacting going concern status of theCompany

There are no significant and material Orders passed by the Regulators or Courts orTribunals impacting the going concern status and your Company’s operations in future.

6. Details of Subsidiaries and Joint Venture Associates

A statement showing the names of Joint Venture Companies and Associate Companies aregiven below:

Description of relationship Names of related parties

Bhagheeratha Energy Controls Ltd. Associates Companies and PATI-BEL Joint VentureDelhi Joint Ventures PATI-BEL Joint Venture Kochi BEL-TBL Joint Venture Kochi BEL-ACCJoint Venture Kochi BEL-ABL Joint Venture Kochi

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

7 . Particulars Of Loans Guarantees Or Investments Made Under Section 186 OfThe Companies 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 isnot applicable.

8. Fixed Deposits

At the end of the year there are no fixed deposits outstanding.

9. Auditors

a) By a resolution passed at the 38th Annual General Meeting of theCompany the Members appointed M/s Shankar & Moorthy Chartered Accountants (FirmRegn No.003575S)to hold office from the conclusion of the 38th Annual GeneralMeeting until the conclusion of the 43rd Annual General Meeting (subject toratification by the Members at every Annual General Meeting held after 38thAnnual General Meeting) on such remuneration as may be fixed by the Board apart fromreimbursement of expenses incurred by them for carrying out the audit.

In accordance with Section 139 of the Act Members are requested to ratify theappointment of the Auditors for the balance term to hold office from the conclusion of the39th Annual General Meeting till the conclusion of the 43rd AnnualGeneral Meeting. b) Comments of Auditors were analyzed and suitable replies given asummary of which is given in the Addendum to Directors’ Report.

10. Annual Return

The extract of the annual return in Form MGT-9 as provided under sub-section(3) ofSection 92 of the Companies Act 2013 is annexed hereto and form part of this report.

11. Related Party Transactions

There are no transactions entered with related parties for the year under review . TheCompany has developed a Related Party Transactions frame work for the purpose ofidentification and monitoring of such transaction.

12. Other disclosures a. Conservation of Energy

Energy conservation measures are taken in all activities of the Company by carefulmonitoring and implementation of suitable measures for optimizing energy consumption.

b. Technology Absorption

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

c. Foreign Exchange earnings and outgo:

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

13. Directors

i) Retirement & Re-election

In accordance with the Companies Act 2013 Sri. Sunny C Madathil and Shri E S Menonretire by rotation and being eligible offers themselves for reappointment.

ii) Resignation

There is no case of resignation during the year.

14. Number of Board Meetings

During the Financial Year six Board Meetings were held.

15. Disclosure on managerial remuneration:

Particulars Details
Mr Tomy C Madathil Managing Director
2013-14 2014-15
All elements of remuneration package Salary 420000 420000
(i) such as salary benefits bonuses stock options pension etc. of all the directors PF 50400 50400
Medical Reimbursement 20000 20000
Perquisites (Electricity & Water charges) 49008 35027
Details of fixed component and
(ii) performance linked incentives along with the performance criteria; Service contracts notice period NIL
(iii) severance fees Stock option details if any and whether the same has been issued at a discount NIL
(iv) as well as the period over which accrued and over which exercisable. NIL

16. Risk Management Policy

Management does not perceive any risk in its operation as it has not taken up anyprojects for execution.

17. 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.

18. Listing

The listing of the Company with the Stock Exchange was suspended in 2007. Efforts madeby the Company to get the suspension removed have not been successful so far.

19. Bankers

Your Directors place on record their sincere gratitude to the Consortium Banks lead byState Bank of India who had extended support in the past and also for approvingOne-Time-Settlement of outstanding accounts to the Company. We are also thankful to otherbanking and non-banking institutions for their continued support till now.

20. Director’s 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 basedon their 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 31st March 2015 and ofthe profit and loss of your Company for the financial year ended 31st March 2015.

(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 2015 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.

21. State of Company’s Affairs & Material Changes

The state of affairs of the Company is given in paras 1 2 & 4. No material changesand commitments affecting the financial position of the Company have occurred between theend of the financial year to which the financial statements relate and the date of thisDirectors’ Report.

22. 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.The Directors are also placing on record their appreciation for the services rendered byemployees at all levels.

For and on behalf of the Board of Directors
Place: Ernakulam E. S. MENON
Date : 21st August 2015 Chairman
(DIN : 00608783)