Your Directors have pleasure in presenting the Twenty Third Annual Report of yourCompany together with the audited statement of accounts for the year ended 31st March2016.
|Financial performance || ||Rs. in lakhs |
|Particulars ||Year ended 31.03.2016 ||Year ended 31.03.2015 |
| || || |
|Net Sales and other income ||15131 ||22070 |
|Operating profit (PBDIT) ||536 ||1166 |
|Less : Depreciation ||363 ||291 |
|Less : Interest ||702 ||571 |
|Profit before tax ||-529 ||304 |
|Less : Provision for tax || || |
| ||-208 ||52 |
|(incl. deferred tax) || || |
|Profit after tax ||-321 ||252 |
|Balance brought forward from previous year ||3525 ||3427 |
|Profit available for appropriation ||3204 ||3679 |
|Less: Depreciation (net of deff tax) on life assets || ||43 |
|Appropriations : || || |
|Proposed dividend || ||51 |
|Dividend tax || ||10 |
|Transfer to general reserve || ||50 |
|Balance carried forward to next year ||3204 ||3525 |
Performance Review :
The Board of Directors are pleased to inform that the company has achieved a turnoverof Rs. 14913 Lakhs (Rs. 21783 Lakhs). The net revenue from operations for the current yearwas Rs. 15027 lakhs (Rs. 21963 lakhs). The loss before tax for the year is Rs. 529 lakhsas against profit of Rs. 304 lakhs during the preceding previous year.
Your Directors did not recommend any dividend for the financial year 2015-16.
During the year dividend amounting to Rs. 205907/- that had not been claimed by theshareholders for the Financial years 2007-08 and 2008-09 (Interim) was transferred to thecredit of Investor Education and Protection Fund as required under section 124 read withsection 125 of the Companies Act 2013.
Board Meetings :
The Board of Directors duly met 4 times during the financial year from 1stApril 2015 to 31st March 2016. The meetings were held on 15th May2015 8th August 2015 6th November 2015 and 08thFebruary 2016.
In accordance with the provisions of the Companies Act 2013 Sri. K.S Raju(DIN:00008177) retires from office by rotation and being eligible offer himself forre-appointment at the ensuing Annual General Meeting of the Company. The information onthe particulars of Director eligible for appointment in terms of Regulation 33 of SEBI(Listing Obligations and Disclosure Requirement) Regulations 2015 has been provided inthe notes to the notice convening the Annual General Meeting.
Independent Directors Declaration :
The Independent Directors have confirmed and declared that they are not disqualified toact as an Independent Director in compliance with the provisions of Section 149 of theCompanies Act 2013 and the Board is also of the opinion that the Independent Directorsfulfill all the conditions specified in the Companies Act 2013 making them eligible toact as Independent Directors.
Evaluation of the Boards Performance :
In compliance with the Companies Act 2013 and Regulation 17(10) of SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 the performance evaluation ofthe Board was carried out during the year under review. More details on the same are givenin the Corporate Governance Report.
Directors Responsibility Statement :
Pursuant to the requirement under Section 134(5) of the Companies Act 2013 yourDirectors confirm as under:
I. In the preparation of the annual accounts the applicable accounting standards readwith requirements set out under Schedule III to the Companies Act 2013 have been followedand there are no material departures from the same.
II. The Directors have selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of your Company at the end of the financial year ended31st March 2016 and the loss of the Company for the year under review.
III. The Directors have taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of the Companies Act 2013for safeguarding the assets of the Company and for preventing and detecting fraud andother irregularities.
IV. The Directors have prepared the annual accounts on a going concernbasis.
V. The Directors have laid down internal financial controls to be followed by thecompany and that such internal financial controls are adequate and operating effectively.
VI. The Directors have devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.
Management Discussion and Analysis :
The Management Discussion and Analysis Report for the year under review as stipulatedunder SEBI (LODR) Regulations 2015 is presented in a separate section forming part of theAnnual Report as Annexure-II.
Statutory Auditors :
M/s. R. kankaria & Uttam Singhi Chartered Accountants Statutory Auditors of theCompany hold office upto the conclusion of 24th Annual General Meeting who were appointedin the 21st AGM to hold office until the conclusion of 24th AGM. Your company seeksratification of the appointment of Statutory Auditors at the ensuing Annual GeneralMeeting.
The Statutory Audit Report does not contain any qualification reservation or adverseremark.
The Board of Directors has on the recommendation of Audit Committee approved theappointment of M/s. Sagar & Associates Cost Accountants as the Cost Auditors of thecompany for the year 2016-2017 at a remuneration of Rs. 75000. The proposed remunerationof the Cost Auditors would be approved by the members in the ensuing AGM. The Cost AuditReport for the year 2014-15 has been filed under XBRL mode within the due date.
The Cost Audit Report for the F.Y 2014-15 does not contain any qualificationreservation or adverse remark.
Secretarial Auditors :
The Board of Directors has on the recommendation of Audit Committee approved theappointment of M/s. Naresh Tiwari & Associates Company Secretaries as the SecretarialAuditor for the year 2016-2017.The secretarial audit report for the F.Y 2015-16 forms partof this Report as Annexure -III. There are no qualifications or observations or remarksmade by the Secretarial Auditor in their Report.
Audit Committee :
The committee comprises of Shri D. Ranga Raju Shri Sudhakar Kudva and Shri ChandraSekhar Singavarapu. The Chairman of the Committee is Shri Sudhakar Kudva who is anon-executive Independent Director. The Company Secretary is the Secretary to thecommittee. During the year under review four (4) meetings of the audit committee wereheld.
In pursuant to the provisions of section 177(9) & (10) of the Companies Act 2013a Vigil Mechanism for Directors and employees to report genuine concerns has beenestablished. The Vigil Mechanism Policy has been uploaded on the website of the Company atwww.bhagirad.com/reports/vigil mechanism/ vigil mechanism policy link.
Stakeholder Relationship Committee :
Stakeholder Relationship Committee comprises of Shri.D. Ranga Raju as Chairman and ShriSudhakar Kudva and Shri D. Sadasivudu as members. The details of term of reference of theCommittee member dates of meeting held and attendance of the Directors are givenseparately in the Corporate Governance Report.
Internal Financial Controls:
The Company has in place adequate internal financial controls with reference tofinancial statements. During the year such controls were tested and no reportablematerial weakness in the design or operation was observed.
Conservation of energy Technology absorption Foreign Exchange earnings & outgo :
The particulars as required to be disclosed pursuant to Section 134(3)(m) of theCompanies Act 2013 read with Companies (Accounts) Rules 2014 are given to the extentapplicable in the Annexure forming part of this Report is enclosed as Annexure - I.
Corporate Social Responsibility (CSR) :
During the year pursuant to the provisions of section 135 read with Schedule VII of theCompanies Act 2013 the company does not fall under the criteria of CSR Policy. Hence thecompany has not contributed towards CSR Activity.
Material changes effecting financial positions of the company :
No material changes have occurred and commitments made affecting the financialposition of the company between the end of the financial year of the company and the dateof this report. There is no order passed by any regulator or court or tribunal against thecompany impacting the going concern concept or future operations of the company.
Extract of Annual Return :
As required pursuant to section 92(3) of the Companies Act 2013 and rule 12(1) of theCompanies (Management and Administration) Rules 2014 an extract of annual return in MGT9 forms part of this Annual Report as Annexure-IV. Subsidiaries Joint ventures andAssociate Companies :
During the year under review the company does not have any subsidiaries and jointventures. The company have one associate company the details are given in MGT-9 isenclosed as Annexure-IV.
Fixed Deposits :
Your Company has not accepted any fixed deposits and as such no amount of principalor interest was outstanding as on the date of the Balance Sheet.
Particulars of Loans Guarantees or Investments :
The Company has not granted any Loans Investments Guarantees and securities.
Sexual Harassment of Women at workplace :
The company has a policy on prohibition prevention and redressal of Sexual Harassmentof women at workplace and matters connected there with or incidental there to covering allthe aspects as contained under "The Sexual Harassment of women at workplace(Prohibition Prevention and Redressal) Act 2013".
During the financial year 2015-16 no complaint was received under the policy.
Particulars of Employees :
During the year NONE of the employees have received remuneration more than the limitsspecified under the Section 197(12) of the Companies Act 2013 read with Rules 5(2) and35(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014.
Remuneration ratio of the Directors / Key Managerial Personnel / employees :
The information required pursuant to Section 197 read with Rule 5 of The Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 and Companies(Particulars of Employees) Rules 1975 in respect of employees of the company andDirectors is furnished here under:
|Sl. No ||Name ||Designation ||Remuneration paid F.Y 2015- 16 ||Remuneration paid F.Y 2014- 15 ||Increase in Re- muneration from previous Year ` ||Ratio/Times per Median of employee |
| || || ||Rs. lakhs ||Rs. lakhs ||lakhs ||remuneration |
|1. ||S.Chandra Sekhar ||MD ||38.59 ||38.59 ||- ||32.15 |
|2. ||B. Murali ||CFO (KMP) ||30.90 ||30.90 ||- ||25.75 |
|3. ||A.Arvind kumar ||COO (KMP) ||25.72 ||8.57* ||- ||21.4 |
|4. ||B.N.Suvarchala ||CS (KMP) ||3.96 ||0.13** ||- ||3.3 |
*Mr. A. Arvind Kumar was appointed on 1st December 2014.
**Mrs. B.N. Suvarchala was appointed on 19th March 2015.
Listing with Stock Exchange:
The Board of Directors confirms that the annual listing fees have been paid for theyear 2016-2017 to BSE where the Companys Shares are listed.
Dematerialization of shares :
98.91% of the companys paid up Equity Share Capital is in dematerialized formas on 31st March 2016 and balance 1.09% is in physical form. TheCompanys Registrars are M/s XL Softech Systems Ltd. having their registered officeat Plot No.3 Sagar Society Road No.2 Banjara Hills Hyderabad - 500 034.
Corporate Governance and Shareholders Information :
Your Company has taken adequate steps to adhere to all the stipulations laid down inClause 49 of the Listing Agreement as well as SEBI (LODR) Regulations 2015.
A report on Corporate Governance is included as a part of this Annual Report.Certificate from the Statutory Auditors of the company confirming the compliance with theconditions of Corporate Governance as stipulated under SEBI (LODR) Regulations 2015 isattached to this report as Annexure-VI.
Risk and area of concern :
The company has laid down a well defined risk management mechanism covering the riskmapping and trend analysis risk exposure potential impact and risk mitigation process. Adetailed exercise is being carried out to identify evaluate manage and monitor andnon-business risks. The Audit Committee and the Board periodically review the risks andsuggest steps to be taken to manage/ mitigate the same through a properly definedframework.
During the year a risk analysis and assessment was conducted and no major risks werenoticed which may threaten the existence of the company.
Related Party Transactions :
All related party transactions are in the ordinary course of business and at armslength basis which are not material in nature. All related party transactions are withthe approval of the Audit Committee and periodically placed before the Board for review.The Particulars of transactions during the year as AOC-2 is enclosed in Annexure-V.
Research & Development :
R&D continues to do good job in process development. Over the years it has adaptedto changing and difficult times and has been contributing with the current needs of theCompany by maximum utilization of its existing resources. It has endeavored to generaterevenues by way of development of new products and various developments in processes.
Safety Health Environment and Quality :
The Company is committed to excellence in safety health environment and qualitymanagement. It accords the highest priority to the health and safety of its employeescustomers and other stakeholders as well as to the protection of the environment. Themanagement of your Company is focused on continuous improvement in these areas which arefundamental to the sustainable growth of the Company.
The Directors take this opportunity to thank all the stakeholders for their support andco-operation.
| ||For and on behalf of the Board |
|Date : 25.05.2016 ||D. Ranga Raju |
|Place : Hyderabad. ||Chairman |
Annexures to the Directors Report
Information required under the Companies (Disclosure of Particulars in the Report ofthe Board of Directors) Rules 2014.
A) Conservation of Energy
The products manufactured by the company are material intensive. Howeverconsistent efforts are being made for identifying the potential for energy saving. Therequisite information with regard to conservation of energy as required under section 134of the Companies Act 2013 and the Rules made therein are given hereunder :
|Particulars ||For the year ended 31.03.2016 ||For the year ended 31.03.2015 |
|I. Energy Conservation Power & Fuel Consumption || || |
|1. Electricity || || |
|(i) purchased units (kwh) ||16970054 ||15832660 |
|Total amount (Rs.) (including demand charges) ||108461887 ||99983933 |
|Unit Rate (Rs.) ||6.39 ||6.32 |
|(ii) Own generation (on diesel) || || |
|a) Diesel consumption (Ltrs) ||41006 ||43800 |
|No of units ||123018 ||131400 |
|Units/ Liter of Diesel ||3.00 ||3.00 |
|Total amount (Rs.) ||2244607 ||2734508 |
|unit cost (Rs.) ||18.25 ||20.81 |
|b) steam Turbine Generation || || |
|No of units ||Nil ||Nil |
|Units/ton of Steam ||Nil ||Nil |
|Cost/Unit (Rs.) ||Nil ||Nil |
|2. C Grade coal used in Boiler || || |
|Quantity (MT) ||15575 ||15450 |
|Total Cost (Rs.) ||73672009 ||88173927 |
|Average Rate/MT ||4730 ||5707 |
|3. Furnace oil || || |
|Quantity ( Ltrs) ||121080 ||136010 |
|Total cost (Rs.) ||2688229 ||5670912 |
|Average Rate/Ltr ||22.20 ||41.69 |
|4. Others /Internal Generation || || |
|Quantity (MT) ||Nil ||Nil |
|Total cost (Rs.) ||Nil ||Nil |
|Average Rate/MT ||Nil ||Nil |
|II Consumption Per Unit of Production || || |
|Electricity purchased & own Generation (units) ||6976 ||4750 |
|Furnace Oil (Ltr) ||49.41 ||40.47 |
|Coal Quality C Grade (MT) ||6.36 ||4.60 |