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Bhagyanagar India Ltd.

BSE: 512296 Sector: Engineering
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OPEN 37.20
VOLUME 20268
52-Week high 45.70
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P/E 11.86
Mkt Cap.(Rs cr) 121
Buy Price 0.00
Buy Qty 0.00
Sell Price 37.95
Sell Qty 4.00
OPEN 37.20
CLOSE 36.30
VOLUME 20268
52-Week high 45.70
52-Week low 17.30
P/E 11.86
Mkt Cap.(Rs cr) 121
Buy Price 0.00
Buy Qty 0.00
Sell Price 37.95
Sell Qty 4.00

Bhagyanagar India Ltd. (BHAGYANGR) - Director Report

Company director report

To the Members of Bhagyanagar India Limited

The Directors have pleasure in presenting the 31st Annual Report of yourCompany and the Audited financial statements for the financial year ended 31stMarch 2016 together with Auditors' Report thereon.


The performance of the Company during the year has been as under: (Amount in '


Standalone Results

Consolidated Results

2016 2015 2016 2015
Sales and other Income 2937476172 2613462675 2960221956 2756006154
EBIDTA 214300304 200029290 224852142 207137605
Loss on Foreign Exchange Fluctuation 40482164 23392199 40482164 23392199
Depreciation 50582033 49656585 63695881 62240975
Interest 76152011 83275219 76157333 83609248
Amortisation of FCMITDA 22294090 19753717 22294090 19753717
Profit before Taxation 24790006 23951570 22222674 18141532
Provision for Taxation : Current Tax 3575228 3276970 3575228 3276970
Deferred Tax 1020346 171757 (6799704) (6934369)
Profit after Tax 20194432 20502843 25447150 21798931
Less: Minority Interest -- -- (1367319) (384220)
Less: Change in Interest of Associate Companies -- -- 912349 13026626
Surplus brought forward from previous year 731464290 753996847 743014922 751608986
Dividend Tax of Earlier Years (69660) (69660)
Balance available for appropriation 751589062 774499690 767937442 786050323
Dividend -- 19197000 -- 19197000
Tax on Dividend -- 3838400 -- 3838400
Transfer to General Reserves -- 20000000 -- 20000000
Balance c/f to Balance Sheet 751589062 731464290 767937442 743014923


During the year 2015-16 the Company's total revenue is increased by 12.39% and EBIDTAalso increased by 7.15% as compared to last year. Despite increase in EBIDTA level itsPAT remains almost same as that of previous year due to losses on foreign exchangefluctuation which rose by 45.5% as compared to previous year which had a substantialadverse impact on profitability of the Company. Further prices of copper come down lastyear resulting into loss on inventory of copper in pipe line.

In view of the losses profitability coupled with estimated higher cash out flow onaccount of financial commitments during the year 2016-17 the Board of Directors have notdeclared any dividend for the financial year 2015-16.


The Company made an application with the Hon'ble High Court of Judicature at Hyderabadfor the State of Telangana and the State of Andhra Pradesh for approval of the Scheme ofArrangement between the Company (Demerged Company) and Surana Telecom and Power Limited(1st Resulting Company) and Bhagyanagar Properties Private Limited (2nd Resulting Company)and their respective Shareholders and Creditors under Section 391 to 394 of the CompaniesAct 1956.

According to the Scheme of Arrangement the solar business including 5 MW solar powerplant and investments in solar related companies are being demerged to Surana Telecom andPower Limited. Investments in real estate subsidiaries along with loans given to them aredemerged to Bhagyanagar Properties Private Limited which shall be a listed company withmirror image shareholding as that of Bhagyanagar India Limited. (Please visit our for complete information relating to the demerger process.

Rationale for Demerger:

Solar Business:

• 5 MW solar power plant is being transferred to Surana Telecom and Power Limited(STPL) along with all assets and liabilities.

• The 5 MW Solar plant was initially set up in 2014 for captive consumption.However the plant could not be utilized for captive purpose due to regulatory issues.Hence we started selling power to third party. Solar power generation is not the corearea of BIL and its not going to add value in the long run therefore it is proposed todemerge the business into STPL.

• STPL is focusing only on solar power generation now. As part of consolidation ofvarious business verticals and to increase the worth of share holders it is desired thatall solar power plant across the Group should come under the umbrella of STPL.

• Turnover from the solar business is Rs 6.09 Crores as against total turnover ofRs 293.74 Crores of the company (2.07% of total turnover).

• BIL is holding investments in STPL and Surana Solar Limited (SSL). Since boththe companies are engaged in the business relating to Solar industry these investmentsare also being transferred to STPL.

Real estate business:

• BIL is having interest in real estate segment through the followingsubsidiaries:

a. Bhagyanagar Properties Pvt Ltd (BPPL)

b. Scientia Infocom Pvt Ltd

c. Metropolitan Ventures Pvt Ltd

• The company forayed into real-estate segment in the year 2005-06 through theabove subsidiaries. However there is no activity happening in this sector in last 10years. No development has taken place and the company has also not earned any revenue fromthese investments in last 10 years.

• The subsidiaries of BIL are holding 25 acres of land in Gachibowlly Hyderabad.Huge funds are required to develop such large property. Therefore it is desired that astrategic investing partner shall be identified for joint development and debt shall betaken exclusively in BPPL so that the existing cash flow of BIL is not affected.

• The loans and investments are not generating any revenue since beginning. Suchhuge loans to subsidiaries without any income stream are distorting the balance sheet ofBIL. On demerger the balance sheet of BIL will be much more realistic.

• Turnover from the above assets - NIL and Net Profit - NIL since beginning

BIL has invested in equity capital of these companies as well as given them unsecuredloans also. These investments and loans are being demerged to BPPL which shall be a listedcompany with mirror image share-holding as that of BIL.

Exchange Ratio:

• For solar business: STPL shall issue 4 equity shares for every 6 shares heldby shareholders of BIL. STPL shall issue net 31737963 equity shares of the face valueof Re.1 each.

• For real estate business: BPPL shall issue equity shares in the ratio of1:1. BPPL shall issue net 31995000 equity shares of Rs. 2 each.

The Hon'ble High Court vide its order dated 25th April 2016 directed the Company toconvene Meeting of the Shareholders and Unsecured Creditors of the Company on 11th June2016 for obtaining approval for the Scheme of Arrangement between the Company and M/s.Surana Telecom and Power Limited and M/s. Bhagyanagar Properties Private Limited and theirrespective Shareholders and Creditors.

The Company has duly convened the meeting of the Equity Shareholders and UnsecuredCreditors and obtained approval for the Scheme of Arrangement with the requisite majority.The Company filed a Petition to obtain the sanction of the Hon'ble High Court ofJudicature at Hyderabad for the State of Telangana and Andhra Pradesh to the Scheme ofArrangement.


A) COPPER: The strategy for financial year 2016-17 will be to have continued focuson copper business with addition of new products. Your Company plans to achieve a growthof 10% in volumes but the profitability depends largely on external factors such asoverall economic scenario stability in prices of copper and INR vis-a-vis ForeignCurrency.

B) WIND POWER: The Company currently has an overall installed capacity of 9 MWcomprising of 7 wind turbines in state of Karnataka and 6.4 MW comprising 5 wind turbinesin Tamilnadu through its Subsidiary viz. Solar Dynamics Private Limited. The said projectis giving steady income.

C) CASHFLOW MANAGEMENT: To mitigate the risks arising out of demerger andconsequential loss of partial revenue the company has the proper plans in place tomaintain the profitability and cash generation.

(i) Divestment of investment: The Company has divested its investment in SuranaInfocom Private Limited Rs.1000 lakhs of cash has been unlocked due to the divestment.

(ii) Part prepayment of ECB: The Company has prepaid ECB to the extent of Rs.925lakhs out of the divestment proceeds. The prepayment shall reduce the finance costresulting into improved profitability and it will also reduce the annual repaymentobligation resulting into cash flow comfort.

(iii) Reduction in Directors' Remuneration: In view of low profitability of thecompany Shri Devendra Surana Managing Director has voluntarily reduced his remunerationfrom Rs.108 lakhs to Rs.60 lakhs per annum w.e.f. 01.11.2015 and Shri Narender SuranaManaging Director who was drawing a remuneration of Rs. 108 Lakhs per annum has ceased todraw remuneration from the Company w.e.f. 24.05.2016. Net savings to the company shall beRs.156 Lakhs.

(iv) Non declaration of Dividend: In addition to the above measures the Board ofDirectors have not recommended any dividend for the financial year 2015-16 to retain themaximum possible cash in the system. The Company is constrained to skip the dividend inview of the impeding cash out flow on account of ECB repayment obligations.


Your company has the following Subsidiary and Associate companies as mentioned below.Further there has been no material change in the nature of business of the Subsidiariesand Associates:

Name of the Company Percentage (%)
Subsidiary Companies:
1. Bhagyanagar Metals Limited 100.00
2. Bhagyanagar Properties Private Limited 100.00
3. Scientia Infocom India Private Limited 76.00
4. Metropolitan Ventures India Limited 100.00
5. Solar Dynamics Private Limited 72.37
Associate Companies:
1 Globecom infra Ventures India Private Limited 50.00
2 GMS Realtors Private Limited 50.00
3 Bhagyanagar Entertainment & Infra Development Company Private Limited 47.00
4 Bhagyanagar Infrastructure Limited 21.70
5 Surana Solar Limited 23.53
6 Bhagyanagar Cables Private Limited 26.00

In terms of proviso to sub section (3) of Section 129 of the Act 2013 read withCompanies (Accounts) Rules 2014 the salient features of the financial statement of thesubsidiaries and Associates is set out in the prescribed Form AOC-1 which forms part ofthe annual report.

However the following subsidiaries shall no longer be subsidiaries w.e.f. 01.04.2016which is the appointed date for the scheme of arrangement:

i. Bhagyanagar Properties Pvt Ltd (BPPL)

ii. Scientia Infocom Pvt Ltd

iii. Metropolitan Ventures Pvt Ltd


The consolidated financial statements prepared and annexed in accordance with theAccounting Standards 21 and 23 as prescribed under Section 133 of the Companies Act 2013read with Rule 7 of Companies (Accounts) Rules 2014 and Guidelines issued by Securitiesand Exchange Board of India ("SEBI") also forms part of this Annual Report.

As per the provisions of Section 136 of the Companies Act 2013 the Company has placedseparate audited accounts of its subsidiaries on its website andcopy of separate audited financial statements of its subsidiaries will be provided to theshareholders at their request.


The paid-up Share Capital of the Company as on 31st March 2016 is '127980000 divided into 63990000 equity shares of ' 2/- each.


The Management Discussion and Analysis forms an integral part of this Report and givesdetails of the overall industry structure developments performance and state of affairsof the Company's various businesses viz. Copper Products internal controls and theiradequacy risk management systems and other material developments during the financialyear.

Management Discussion and Analysis Report is presented in a separate section forms partof the Annual Report as Annexure-


Pursuant to the requirement under Section 134 of the Companies Act 2013 with respectto the Directors'

Responsibility Statement the Board of Directors of the Company hereby confirms:

(a) That the preparation of the annual accounts for the financial year ended 31stMarch 2016 the applicable accounting standards have been followed along with properexplanation relating to material departures;

(b) That the directors have selected such accounting policies and applied themconsistently and made judgments and estimates that are reasonable and prudent so as togive a true and fair view of the state of affairs of the company at the end of thefinancial year 31st March 2016 and of the profit and loss of the company forthat period;

(c) That the directors have taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of this Act for safeguardingthe assets of the company and for preventing and detecting fraud and other irregularities;

(d) That the directors have prepared the annual accounts for the financial year 31stMarch 2016 on a going concern basis; and

(e) That the directors have laid down internal financial controls to be followed by thecompany and that such internal financial controls are adequate and were operatingeffectively; and

(f) That the Directors have devised proper systems to ensure compliance with theprovisions of all applicable laws and that such systems were adequate and operatingeffectively.


The independent directors have submitted the declaration of independence as requiredpursuant to sub-section (7) of section 149 of the Companies Act 2013 stating that theymeet the criteria of independence as provided in sub-section(6) of Section 149.


The Board has on the recommendation of the Nomination & Remuneration Committeeframed a policy which lays down a framework in relation to selection appointment andremuneration to Directors Key Managerial Personnel and Senior Management of the Company.The details of Nomination and Remuneration Committee and Policy are stated in theCorporate Governance Report.


The details of Loans Guarantees Securities and Investments made during the financialyear ended 31s1 March 2016 are given in the notes to the Financial Statementsin compliance with the provisions of Section 186 of the Companies Act 2013 read withCompanies (Meetings of Board and its Powers) Rules 2014.


All transactions entered with Related Parties for the year under review were on arm'slength basis and in the ordinary course of business. There are no materially significantrelated party transactions made by the Company with Promoters Directors Key ManagerialPersonnel or other designated persons which may have a potential conflict with theinterest of the Company at large. All Related Party Transactions are placed before theAudit Committee as also the Board for approval where ever required. Prior omnibusapproval of the Audit Committee is obtained for the transactions which are of aforeseeable and repetitive nature. A statement giving details of all related partytransactions entered into pursuant to the omnibus approval so granted are placed beforethe Audit Committee and the Board of Directors on a quarterly basis. The Company hasdeveloped a Policy on Related Party Transactions for the purpose of identification andmonitoring of such transactions. The policy on Related Party Transactions as approved bythe Board is uploaded on the Company's website

The particulars of contracts or arrangements with related parties referred to insub-section (1) of section 188 is prepared in Form AOC-2 pursuant to clause (h) of theCompanies (Accounts) Rules 2014 and the same is annexed herewith as"Annexure-III" to this Report.


The Extracts of Annual Return as per the provisions of Section 92 of the Companies Act2013 and Rule 12 of Companies (Management and Administration) Rules 2014 in Form MGT-9are enclosed as Annexure - IV to this Report.


The information on Conservation of Energy Technology Absorption Foreign ExchangeEarnings and outgo required to be disclosed under Section 134(3)(m) of the Companies Act2013 read with Rule 8 of the Companies (Accounts) Rules 2014 are provided in theAnnexure-I forming part of this Report.


The Board of the Company has formed a Risk Management Committee to frame implement andmonitor the risk management policy/plan for the Company and ensuring its effectiveness.The Risk Management Committee oversees the Risk Management process including riskidentification impact assessment effective implementation of the mitigation plans andrisk reporting. The Audit Committee has additional oversight in the area of financialrisks and controls. Major risks identified by the businesses and functions aresystematically addressed through mitigating actions on a continuing basis. The developmentand implementation of risk management policy has been covered in the management discussionand analysis which forms part of this report.


The Company is not covered under the criteria mentioned in the provisions of CompaniesAct 2013. The Company however over the years is pursuing as part of its CorporateSocial Responsibility for welfare and aspirations of the Community. The CSR activities ofthe Surana Group are guided by the vision and philosophy of its Founding Father Shri GMangilal Surana who embodied the value of trusteeship in business and laid the Foundationfor its ethical and value- based functioning. The core elements of CSR activities includeethical functioning respect for all stake-holders protection of human rights and carefor the environment. The G.M. Surana Foundation is established purely for the purpose ofproviding medical relief to the people who are in below poverty line. It is being run byqualified and registered doctors.


During the year under review pursuant to the provisions of the Companies Act 2013 andSEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 the evaluation ofperformance of all Directors is undertaken annually. The company has implemented a systemof evaluating performance of the Board of Directors and of its Committees and individualDirectors on the basis of a structured questionnaire which comprise evaluation criteriataking into consideration various performance related aspects.

The Board of Directors has expressed their satisfaction with the valuation process.


Shri N.Krupakar Reddy Director of the Company will retire by rotation at the ensuingAnnual General Meeting and being eligible offers himself for re-appointment.

The brief particulars of the Directors seeking appointment / re-appointment at thisAnnual General Meeting are being annexed to the Corporate Governance Report.

Pursuant to the provisions of Section 203 of the Act Shri Narender Surana and ShriDevendra Surana Managing Directors and Shri Narender Munoth and Shri N. Krupkar ReddyWhole-time Directors Shri. Surendra Bhutoria Chief Financial Officer and Shri. RohitJain Company Secretary were formalized as the Key Managerial Personnel of the Company.


During the financial year under review 6(Six) Board Meetings and 6 (Six) AuditCommittee Meetings were convened and held. The details of which are given in the CorporateGovernance Report. The intervening gap between the meetings was within the period of 120days as prescribed under the Companies Act 2013 and Regulation 17 of SEBI ListingRegulations 2015.


The Company has not accepted any deposits from public in terms of Section 73 of theCompanies Act 2013 and as such no amount on account of principal or interest on publicdeposits was outstanding as on the date of the balance sheet.


The shareholders of the Company at the 29th Annual General Meeting held on22nd September 2014 approved the appointment of M/s. Sekhar & CoChartered Accountants (Registration No. 003695S) as Statutory Auditors of the Company tohold office till the conclusion of 32nd Annual General Meeting subject toratification of shareholders at every Annual General Meeting to be held in the year 2017subject to ratification of their appointment at every Annual General Meeting.

M/s. Sekhar & Co Chartered Accountants (Registration No. 003695S) have confirmedthat their appointment if made shall be in accordance with the provisions of Section 139of the Companies Act 2013. Accordingly a resolution seeking Members' ratification onappointment of M/s. Sekhar & Co Chartered Accountants as the Statutory Auditors ofthe Company for the financial year ending 31st March 2017 is included at Item No. 3 ofthe Notice convening the Annual General Meeting.


There are no qualifications reservations or adverse remarks made by M/s. Sekhar &Co Chartered Accountants Statutory Auditors in their report for the Financial Year ended31st March 2016.

The Statutory Auditors have not reported any incident of fraud to the Audit Committeeof the Company in the year under review.


The Board of Directors of the Company had appointed M/s Luharuka & AssociatesChartered Accountants as Internal Auditors to conduct Internal Audit of the Company forthe Financial Year ended 31st March 2016.


The Board of Directors subject to the approval of the Central Government re-appointedM/s BVR & Associates Cost Accountants holding certificate of practice No.16851 as aCost Auditor for conducting the Cost Audit for the financial year 2016-17. Subject tosection 148 of the Companies Act

2013 read with Companies (Cost Records and Audit) Rules

2014 issued by the MCA the Audit Committee recommended their re-appointment. TheCompany has also received a letter from the Cost Auditor stating that the appointment ifmade will be within the limits prescribed pursuant to the section 141 of Companies Act2013.


The Company has implemented the procedures and adopted practices in conformity with theCode of Corporate Governance as per the requirements of SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015.

A separate report on corporate governance practices followed by the Company togetherwith a Certificate from the Company's Auditors confirming compliances forms an integralpart of this Report.


The Company has adopted a Whistle Blower Policy establishing vigil mechanism toprovide a formal mechanism to the Directors and employees to report concerns aboutunethical behavior actual or suspected fraud or violation of Code of Conduct and Ethics.It also provides for adequate safeguards against the victimization of employees who availof the mechanism and provides direct access to the Chairperson of the Audit Committee inexceptional cases. It is affirmed that no personnel of the Company has been denied accessto the Audit Committee. The policy of vigil mechanism is available on the Company'swebsite. The Whistle Blower Policy aims for conducting the affairs in a fair andtransparent manner by adopting highest standards of professionalism honesty integrityand ethical behavior.


Pursuant to the provisions of Section 204 of the Companies Act 2013 and The Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Company hasappointed Ms. Rakhi Agarwal Company Secretary in Practice as Secretarial Auditors toconduct Secretarial audit of the company for the financial year ended March 312016.

The Secretarial Audit Report issued by Ms. Rakhi Agarwal Company Secretary in Practicein Form MR-3 is enclosed as Annexure - V to this Annual Report.

The Secretarial Audit Report does not contain any qualifications reservation oradverse remarks.


The Company has not employed any individual whose remuneration falls within the purviewof the limits prescribed under the provisions of Section 197 of the Companies Act 2013read with Rule 5(2) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014.


The remuneration and perquisites provided to the employees and Management are at parwith the industry levels. The remuneration paid to the Managing Director and seniorexecutives are reviewed and recommended by the Nomination and Remuneration Committee.

(i) The ratio of the remuneration of each director to the median remuneration of theemployees of the company for the financial year;

Name of the Director Ratio to Median Remuneration
Shri Narender Surana MD 61.20
Shri Devendra Surana MD 49.89
Shri Narender Munoth WTD 20.41
Shri N. Krupakar Reddy WTD 2.59

(ii) The percentage increase in remuneration of each director Chief Financial OfficerChief Executive Officer Company Secretary or Manager if any in the financial year;

Name of Person

% increase in remuneration

Shri Narender Surana MD 0
Shri Devendra Surana MD -18.52
Shri Narender Munoth WTD 0.00
Shri N.Krupakar Reddy WTD 8.57
Shri Surendra Bhutoria CFO 11.83
Shri Rohit Jain CS* NA

*has been appointed as Company Secretary w.e.f


(iii) The percentage increase in the median remuneration of employees in the financialyear - 7.41%

(iv) The number of permanent employees on the rolls of company - 125.

(v) Average percentile increase already made in the salaries of employees other thanthe managerial personnel in the last financial year and its comparison with the percentileincrease in the managerial remuneration and justification thereof and point out if thereare any exceptional circumstances for increase in the managerial remuneration;

The average increase in salaries of employees other than managerial personnel in2015-16 was 2.67%. Percentage increase in the managerial remuneration for the year was4.08%.

(vi) Affirmation that the remuneration is as per the remuneration policy of the company- Yes.


The Company has an Internal Control System commensurate with the size scale andcomplexity of its operations. To maintain its objectivity and independence the InternalAudit function reports to the Chairman of the Audit Committee of the Board.

The Internal Audit Department monitors and evaluates the efficacy and adequacy ofinternal control system in the Company its compliance with operating systems accountingprocedures and policies at all locations of the Company and its subsidiaries. Based on thereport of internal audit function process owners undertake corrective action in theirrespective areas and thereby strengthen the controls. Significant audit observations andcorrective actions thereon are presented to the Audit Committee of the Board.


There is no change in nature of business of the Company.


There are no significant and material orders passed by the Regulators or Courts orTribunals which would impact the going concern status of the Company and its futureoperations.


There are no material changes and commitments affecting the financial position of theCompany which occurred between the end of the financial year 31st March 2016to which the financial statements relates and the date of signing of this report.


The industrial relations of the Company continued to be harmonious during the yearunder review.


Your Company continues to hold ISO 9001-2008 Certification by meeting all therequirements of Certification from time to time.


The Company has adopted policy on Prevention of Sexual Harassment of Women at Workplacein accordance with The Sexual Harassment of Women at Workplace (Prevention Prohibitionand Redressal) Act 2013.

During the financial year ended 31st March 2016 the Company has notreceived any Complaints pertaining to Sexual Harassment.


Your Directors wish to place on record their appreciation to employees at all levelsfor their hard work dedication and commitment. The enthusiasm and unstinting efforts ofthe employees have enabled the Company to remain at the forefront of the industry despiteincreased competition from several existing and new players.


Statements in the Board's Report and the Management Discussion & Analysisdescribing the Company's objectives expectations or forecasts may be forward-lookingwithin

the meaning of applicable securities laws and regulations. Actual results may differmaterially from those expressed in the statement. Important factors that could influencethe Company's operations include global and domestic demand and supply conditionsaffecting selling prices of finished goods input availability and prices changes ingovernment regulations tax laws economic developments within the country and otherfactors such as litigation and industrial relations.


The Directors take this opportunity to place on record their sincere thanks to thesuppliers customers strategic partners Banks and Financial Institutions InsuranceCompanies Central and State Government Departments and the shareholders for their supportand co-operation extended to the Company from time to time. Directors are pleased torecord their appreciation of the sincere and dedicated services of the employees andworkmen at all levels.

For and on behalf of the Board of Directors

Place: Secunderabad
Date: 10.08.2016