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Bharati Defence & Infrastructure Ltd.

BSE: 532609 Sector: Others
NSE: BHARATIDIL ISIN Code: INE673G01013
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VOLUME 4030
52-Week high 30.70
52-Week low 8.30
P/E
Mkt Cap.(Rs cr) 45
Buy Price 8.62
Buy Qty 280.00
Sell Price 8.90
Sell Qty 100.00
OPEN 8.60
CLOSE 8.70
VOLUME 4030
52-Week high 30.70
52-Week low 8.30
P/E
Mkt Cap.(Rs cr) 45
Buy Price 8.62
Buy Qty 280.00
Sell Price 8.90
Sell Qty 100.00

Bharati Defence & Infrastructure Ltd. (BHARATIDIL) - Director Report

Company director report

TO

THE MEMBERS OF BHARATI DEFENCE AND INFRASTRUCTURE LIMITED

On behalf of the Board of Directors it gives me immense pleasure in presenting to youthe 39th Annual Report on the working of the Company together with the AuditedFinancial Statements of the Company for the year ended March 31 2016.

1. FINANCIAL RESULTS: -

The working of your Company for the year under review resulted in

(Rs. in Lakhs)

PARTICULARS FINANCIAL YEAR
2015-16 2014-15
Total Income 6797.59 4372.78
Profit before Interest Depreciation & Tax (inclusive extraordinary items) (222901.64) (64961.21)
Less : Finance Cost 31941.01 29480.50
Less : Depreciation 6094. 6227.02
Profit before Tax (48790.89) (100668.83)
Less : Tax (71137.63) (14210.50)
Profit / (Loss) after Tax (189799.01) (86458.24)
Surplus brought forward (167971.25) (81312.12)
Amount available for appropriation (357770.24) (167770.36)
APPROPRIATIONS (Section 134(3)(j) - --
Transfer to General Reserve - (200.89)
Surplus carried forward (357770.24) (167971.25)
Total Appropriations (357770.24) (167971.25)

2. CAPITAL:

During the year under review Authorized Share Capital of the Company is Rs. 9900.00Lakhs consisting of 99000000 Equity Shares of face value of Rs. 10/- each. We have alsoissued 26 47313 Convertible Warrants to Edelweiss Finance and Investments Limited(EFIL).

3. DIVIDEND:

In view of inadequate profits the directors do not recommend Dividend for the yearunder review. {Section 134(3) (k)}

4. OPERATING RESULTS AND PROFITS:

During the year under review your Company has successfully delivered 2 vessels. Duringthe year turnover has increased to Rs. 4 705.17 Lakhs in comparison to the previous yearof Rs. 2912.28 lakhs. The Company has incurred Net loss of Rs. 189799.01 Lakhs ascompared to Rs. 86 458.24 Lakhs in the previous year.

5. FINANCE:

As at the end of financial year your Company has total Secured Long-term facilities ofRs. 6 96 181.85 Lakhs (Including Debentures and Term Loans). The Company has total Shortterm facilities of Rs. 18 650.86 Lakhs (including Secured Loans Short term borrowing ofRs. 11 693.55 lakhs and unsecured loans of Rs. 6 957.31Lakhs).

6. SUBSIDIARIES JOINT VENTURE AND ASSOCIATE :

During the year under report the following companies are:

SUBSIDIARIES

a) Advitiya Urja Private Ltd.

b) Dhanshree Properties Private Ltd.

c) Natural Power Ventures Private Ltd.

d) Nirupam Energy Projects Private Ltd.

e) Nishita Mercantile Private Ltd.

f) Pinky Shipyard Private Ltd.

g) Premila Mercantile Private Ltd.

h) Vishudh Urja Private Ltd.

i) Tebma Shipyard Limited

ASSOCIATE

Company holds 49.73% in GOL offshore limited resulting to which it is classified as anAssociate to the Company.

The financials of the subsidiary and associate Company have been considered in theconsolidated Financial Statements of the Company and forms a part of this Annual Report asrequired by the applicable Accounting Standards issued by the Institute of CharteredAccountants of India and Rule 8(1) of the Companies (Accounts) Rules 2014.

However the Company has availed general exemption given by Central Government videcircular no 2/2011 dated February 08 2011 from attaching the Annual Audited Accounts ofthe Subsidiary companies with its Annual Report. Accordingly the said documents have notbeen attached with the Balance sheet of the Company.

However the Annual Accounts of the subsidiary and companies and related detailedinformation will be made available to the members of the Company and its subsidiarycompanies seeking such information at any point of time. The Annual Accounts of thesubsidiary companies will be kept open for inspection by any investor at the RegisteredOffice of the Company.

7. DIRECTORS:

a) The Company as on the date of the report has five directors. Out of these 3are independent directors (including a woman director) and two are Promoter Directors.

b) During the year under report Mr. R. Jayaseelan Director(Occupier) and Mr.V. Chandrasekaran resigned from the Board and the Board has kept on record itsappreciation of their guidance to the Company.

8. CORPORATE GOVERNANCE REPORT & MANAGEMENT DISCUSSION AND ANALYSIS:

Corporate Governance Report and Management Discussion and Analysis Report forms anintegral part of this Report and are set out as separate Annexures to this Report.Pursuant to the provisions of Section 204(1) of the Companies Act 2013 read with Rule No.9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 aSecretarial Audit Report in Form MR 3 for the year under report from the IndependentPracticing Company Secretary for carrying out the Secretarial Audit of the Company’sCompliance of Corporate Governance Conditions as stipulated under the provisions of theCompanies Act 2013 Rules framed there under and Regulation 27 SEBI (LODR) Regulations2015 is annexed to this Board Report.

9. DISCLOSURES ABOUT CSR POLICY:

Pursuant to provisions of Section 134(3) (o) the Company has developed a CSR Policy andhas taken necessary initiatives but due to losses in the previous years we have notimplemented/spent any money on CSR Activities.

10. AUDITORS:

M/s. M.V. Damania & Co. Chartered Accountants the existing auditors hold officeas Statutory Auditor till the ensuing Annual General Meeting as per the provisions ofCompanies Act 2013. M V Damania & Co Chartered Accountants has given consent for theappointment and also issued certificate to the effect that their appointment if madewill be in accordance with the conditions prescribed under rule 4 of the Companies (Auditand Auditors) Rules 2014. The Directors have recommended to the Members theirappointment at the ensuing 39th Annual General Meeting.

11. CORPORATE DEBT RESTRUCTURING SCHEME

The Bharati Defence and Infrastructure Limited ("company") has approachedCorporate Debt Restructuring (CDR) cell through State Bank of India (SBI) Lead Banker ofthe consortium for the restructuring of its debts under CDR scheme in December 2011.

• As per approved Scheme under CDR Many Banks have not released the facilitiesthough Promoters have infused funds towards promoter’s contribution as required inthe CDR package Due to various technical and operational reasons the scheme could not gothough and package could not be implemented. because of which the Company Account hasbecome Non Performing Account (NPA) in some of the Banks by June 2014 out of 23 Banks 18Banks have sold and assign their 83% of total debts / loans to Edelweiss AssetsReconstruction Company Limited (EARC) Mumbai. Currently we have 5 Banks / FinancialsInstitutes Including EARC in our Debt.

• Presently we have exited on 20th August 2014 from CDR System onaccount of failure of approved package. Day to day the financials management of theCompany is being managed under the guidance of EARC.

12. FIXED DEPOSITS:

Pursuant to provisions of sub-rule 5(v) of Rule (8) the Companies (Accounts) Rules2014 during the year under report the Company has neither accepted nor renewed anydeposits from public.

13. LISTING FEES TO STOCK EXCHANGES:

The Company has paid the Listing Fees for the year 2015-16 to Bombay Stock ExchangeLtd. and The National Stock Exchange of India Ltd.

14. EXTRACTS OF ANNUAL RETURN:

Pursuant to provisions of Section 134(3)(a) read with provisions of Section 92(3) ofthe Companies Act2013 and in compliance of the requirements of Rule 12(1) of theCompanies (management and Administration ) Rules 2014 Extracts of Annual Return in FORMMGT 9 are attached with this Report of the Board of Directors of the Company.

15. PERSONNEL:

The relations with all Employees of the Company both Shore and Floating Staff havebeen cordial. Your Directors wish to express their appreciation of the services renderedby the devoted Employees.

16. DEMATERIALIZATION OF SHARES:

The Company’s shares continue to be traded in Electronic Form. As per Securitiesand Exchange Board of India (SEBI) requirement 100% of the shares held by the Promoter /Persons Acting in Concert category are in the Electronic Form.

17. DETAILS OF BOARD MEETINGS :

Pursuant to provisions of Section 134(3)(b) of the Companies Act2013 the relevantdetails are given in the Report on Corporate Governance forming part of this Board Report.

18. DIRECTORS’ RESPONSIBILITY STATEMENT:

Pursuant to Section 134(3)(c) of the Companies Act 2013 in relation to financialstatements for the year 2015-16 the Board of Directors reports that:

• In the preparation of the annual accounts the applicable accounting standardsread with requirements as set out under Schedule III to the Companies Act2013 have beenfollowed along with proper explanation relating to material departures;

• Accounting policies have been selected and applied consistently and that thejudgments and estimates made are reasonable and prudent so as to give a true and fair viewof the state of the affairs of the Company as at the end of the financial year and of theloss of the Company for the year ended March 31 2016;

• 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 the Company and for preventing and detecting fraud and otherirregularities;

• The annual accounts have been prepared on a going concern basis.

• That the Directors have laid down internal financial controls to be followed bythe Company and that such internal financial controls are adequate and are operatingeffectively and that the Directors have devised proper systems to ensure compliance withthe provisions of all applicable laws and that such systems are adequate and operatingeffectively.

19. STATEMENT ON DECLARATION GIVEN BY INDEPENDENT DIRECTORS:

Pursuant to provisions of Section 134(3)(d) read with Section 149(7) of the CompaniesAct 2013 the Independent Directors have given declarations that they meet the criterionas set out under the provisions of Section 149(6) of the Companies Act 2013.

20. POLICY ON DIRECTORS’ APPOINTMENT AND REMUNERATION:

The information required to be given under the provisions of Section 134(3)(e) readwith provisions of Section 178 (1) of the Companies Act 2013.

21. AUDIT REPORT:

The Auditors have qualified their report (Standalone and Consolidated) on the annualaccounts of the Company for the year ended March 31 2016.

That these qualifications are self explanatory and do not need any further commentsfrom the Board of Directors of the Company under the provisions of Section 134(3) (f) ofthe Companies Act 2013.

22. CONSOLIDATED ACCOUNTS:

The Consolidated Financial Statements are prepared in accordance with the relevantAccounting Standards prescribed under Section 133 of the Act read with Rule 7 of theCompanies (Accounts) Rules 2014.

23. CHANGE IN SHARE CAPITAL:

The Company has not made any issue of shares during the year and its Share Capital forthe year ended 31st March 2016 remains unchanged.

24. LOANS AND INVESTMENTS UNDER SECTION 186 OF THE COMPANIES ACT2013:

That pursuant to the provisions of Section 134(3) (g) read with Section 186 of theCompanies Act 2013 no Loans Guarantees or Investments have been made by the Companyduring the year under report.

25. RELATED PARTY TRANSACTIONS:

Pursuant to provisions of Section 134(3) (h) of the Companies Act 2013 details asrequired to be given as per Section 188(1) of the Companies Act 2013 read with Rule 8(2)of the Companies (Accounts) Rules 2014 have been given in Notes to the Accounts.

26. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS ANDOUTGO:

Particulars regarding conservation of Energy Technology Absorption and ForeignExchange Earnings and Outgo etc. as required to be given under the provisions of Section134(3)(m) of the Companies Act 2013 read with Rule 8(3) (A) 3(B) an d 3(C) of theCompanies (Accounts) Rules 2014 have been given in Annexure - A. Foreign Exchange Earnings& Outgo: The Information on foreign exchange earnings and outgo is also disclosed inAnnexure – A.

27. RISK MANAGEMENT POLICY:

Pursuant to provisions of Section 134(3)(n) of the Companies Act 2013 and provisionsRegulation 27 SEBI (LODR) Regulations 2015 the Board has developed and implemented aRisk Management Policy for the Company.

28. ANNUAL EVALUATION OF THE BOARD COMMITTEES OF THE BOARD AND INDIVIDUAL DIRECTORS:

The Board is formally evaluating performance of Directors and Board Committees andindividual directors pursuant to the provisions of Section 134(3)(p) of the CompaniesAct 2013.

29. ISSUE OF EMPLOYEE STOCK OPTIONS:

During the year under report the Company has not issued any options to the employeesand hence there is no disclosure required to be made pursuant to Rule No. 12 (9) of theCompanies (Share Capital & Debentures) Rules 2014.

30. REGISTRATION WITH BIFR:

The Company’s Reference No 3(B-4)/BC/2015 was made to BIFR.

31. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTIONPROHIBITION AND REDRESSAL) ACT 2013

During the year under review there were no cases filed pursuant to the provisions ofthe Sexual Harassment of Women at Workplace (Prevention Prohibition and Redressal) Act2013.

32. TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND

Pursuant to the provisions of section 125 of Companies Act 2013 the necessary amounthas been transferred to the credit of fund.

33. SECRETARIAL AUDIT

Pursuant to the provisions of Section 204 of the Companies Act 2013 the Company hasAppointed Mrs. Rekha Ambawat Practicing Company Secretary to undertake the SecretarialAudit of the Company. The report of the Secretarial Audit is annexed herewith as MR-3which forms a part of the Annual Report.

34. ESTABLISHMENT OF VIGIL MECHANISM

The Company has a Vigil Mechanism in place. Any employee having any complaint is freeto approach the Chairman of Audit Committee wit his/her grievances. During the year underreport no such complaints have been received.

35. INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY

The Company has adequate Internal control System and procedures in place and they areeffectively working. However with a view to have more better controls the Companycontinuously reviews and updates these controls and procedures.

36. ACKNOWLEDGEMENT:

Your Directors place on record their sincere appreciation for the continued supportfrom shareholders customers suppliers banks & financial institutions and otherbusiness associates. A particular note of thanks to all employees of your Company withoutwhose contribution your Company could not have achieved the year’s performance.

Your Directors are thankful to the shareholders for their faith and continued supportin the endeavors of the Company.

For and on behalf of the Board
P..C.Kapoor Vijay Kumar
Managing Director Managing Director
Place: Mumbai Date: 30th May 2016

Addendum to the Directors’ Report:

The Board of Directors at its meeting held on 13th August 2016 appointedMr. Madhav Srinivas and Mrs Chitra Chandrasekhar as Additional Directors on the Board ofDirectors of the Company. Pursuant to the provisions of section 134 of the Companies Act2013 the members are hereby informed about these appointments pursuant to the provisionsof section 152 of the Companies Act 2013 read with Schedule IV and Directors (Appointmentand Qualification) Rules 2014 this disclosure in the form of addendum is annexed to thisreport.

For and on behalf of the Board
P..C.Kapoor Vijay Kumar
Managing Director Managing Director
Place: Mumbai Date: 13th August 2016

ANNEXURE A TO DIRECTORS REPORT

A. Conservation of Energy:

I. We have under taken up gradation of Electrical systems to improve Power Factor to0.99 resulting into reduction in consumption of electricity.

II. We have extended energy saving systems for welding sets to additional machines.

III. We have installed Solar panels for the water heating at the accommodation atyards.

B. Technology Absorption:

I. On the construction side we have introduced line production system that avoidsunnecessary transportation time and hastens the productivity. To support this system wehave introduced Computer Numeric Control machines for profile cutting of plates and pipesand Nobolder automatic welding machines. II. We are now engaged in building a MobileOffshore Drilling Unit capable of operating in 350 feet of water. This Rig can be elevatedto a height of 418Feet and has an advanced electric rack and pinion system of jack up aswell as derrick skidding system. It has a cantilever cover of 70 feet beyond the transomand drill floor movement of 30 feet side to side.

III. Also we have introduced Self Propelled Moduler Transport System by which we cantransport large structures weighing as much as 2500 tonnes. We have also introduced inour yards the pneumatically controlled Skidding System by which we can skid and load outstructures as heavy as 7000 tonnes.

C. Foreign Exchange Spent And Earned:

Rs. in Lakhs

Particulars F.Y.2015-16 F.Y.2014-15
a) Value of Direct Import calculated on CIF Basis:
i. Raw Materials (incl Components spare parts) 391.98 447.08
iii. Capital Goods
b) Earning in Foreign Exchange on account of export of Goods:(FOB Value)
c) Expenditure in Foreign Currency:
ii. Design and Consultancy - 1.15
iv. Legal & Professional fees - -
v. Interest 40466.16 1112.61
vi. Others 8.79