The Directors of your Company have pleasure in presenting Twenty Eighth Annual Reportand the Company's Audited Financial Statement for the Financial Year ended March 31 2017.
1. Financial summary or highlights/ Performance of the Company: The financialperformance of the Company for the Year ended 31st March 2017 is as summarizedbelow:
|Particulars || |
| ||2015-16 ||2016-17 ||2015-16 |
|Gross Turnover & Other Income ||2698.73 ||1751.82 ||2698.73 ||1751.82 |
|Profit (Loss) before Exceptional Item Interest Depreciation & Taxation ||65.42 ||339.45 ||65.42 ||339.45 |
|Less- Exceptional Item (Provision for Doubtful Debts) ||-1053.92 ||693.88 ||-841.82 ||598.77 |
|Profit / (Loss) before Interest Depreciation & Taxation ||1119.34 ||(354.43) ||907.24 ||(258.87) |
|Less - Interest ||33.70 ||37.38 ||33.70 ||37.38 |
|Profit / (Loss) before Depreciation & Taxation ||1085.64 ||(391.81) ||873.54 ||(296.70) |
|Less - Depreciation ||35.25 ||42.23 ||35.23 ||42.23 |
|Profit/ (Loss) before tax ||1050.39 ||(434.04) ||838.31 ||(338.93) |
|Less- Provision for Taxation (Incl. Deferred Tax) ||- ||- || || |
|Net Profit/ (Loss) for the year ||1050.39 ||(434.04) ||831.31 ||(338.93) |
|Add - Surplus brought forward from previous Year ||(19524.29) ||(19090.25) ||(20206.73) ||(19 599.45) |
|Add- Retain Value of Assets ||- ||- || ||- |
|Balance Carried to Balance Sheet ||(18473.90) ||(19524.29) ||(19375.42) ||(19 938.38) |
1. Performance Review:
For the year 2016-17 the Turnover of the Company has stood at Rs. 2250.19 Lakhs andNet profit earned is Rs. 1050.39 Lakhs. The profit has resulted due to increase in sales.
2. Extract of Annual Return: Extract of Annual Return as provided under sub-section (3)of section 92 in Form No. MGT - 9. (Annexure 1).
3. Number of meetings of the Board of Directors: Purine the year 2016-17 5 meeting ofthe Board of Directors held.
4. Directors' Responsibility Statement: The Directors' Responsibility Statementreferred to in clause (c) of subsection (3) of Section 134 of the Companies Act 2013shall state that:
a) in the preparation of the annual accounts the applicable accounting standards hadbeen followed along with proper explanation relating to material departures;
b) the directors had 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 the company at the end of the financial year and ofthe profit and loss of the company for that period;
c) the directors had taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of this Act for safeguarding theassets of the company and for preventing and detecting fraud and other irregularities;
d) the directors had prepared the annual accounts on a going concern basis; and
e) the directors had devised proper systems to ensure compliance with the provisions ofall applicable laws and that such systems were adequate and operating effectively.
5. Auditors' Report:
As regards Auditor's remarks in the Audit report comments of the Board of Directorsare as under:
a) Auditor Remark:
The financial statements of the company have been prepared on a going concern basisnotwithstanding the fact that its net worth is fully eroded due to high losses for thefinancial years 2011-2012 2012-2013 2013-2014 2014-2015 2015-2016 and also for theyear ended 31st March 2017 . The appropriateness of the said basis is interalia dependenton the company's ability to infuse requisite funds for meeting its obligationsrescheduling of debt and resuming normal operations. Boards Comments on the same:
The above auditor's remarks are self explanatory.
b) Auditor Remark:
The company has sent letters to customers in respect of trade receivables forconfirming balances outstanding as at March 31 2017 but in most of the cases thecustomers have not sent written confirmation confirming the balance outstanding as atMarch 31 2017. In the absence of
confirmation any provision to be made for adverse variation in the carrying amounts oftrade receivables is not quantified.
Boards Comments on the same:
The Board considers all outstanding balance of customers as on 31st March2017 as good and recoverable excepting those
considered doubtful and provided for during the financial year 2016-17..
c) Auditor Remark:
The lender Bank of Bil Energy Systems Limited has pursuant to certain corporateguarantees given by the company demanded from the company their dues from Bil EnergySystems Limited amounting to Rs. 89.84 crores. No provision has been made in the accountsfor the probable loss that may arise on account of above demand of Rs. 89.84 crores.
Boards Comments on the same:
Bil Energy Systems Limited the Borrower in whose favour the Company has givenCorporate Guarantee to State Bank of India has Informed the Company that they are innegotiation with the Lender Bank for settlement / Re-schedulement of dues and Hence noprovision has been made in the account.
d) Auditor Remark:
The company has not provided for interest payable to State Bank of India amounting toRs 3373.71 Lakhs (on various loans from State Bank of India) for the financial year2016-17. The company has also not made any provision for penal interest claimed by thebank. As a result the loss for the year ended 31st March 2017 is understated by Rs.3373.71 Lakhs. Also from the Financial Year 2013-14 to 2015-16 the company has notprovided for interest payable to State Bank of India accumulating to Rs 7993.46 and as aresult the accumulated losses as on 31st March 2017 are understated by Rs. 11367.17 Lakhsand also current liabilities are understated by Rs. 11367.17 Lakhs. The amount of penalinterest cannot be quantified as the details have not been received from the bank.
Boards Comments on the same:
Based on the Legal advice received by the Company it has been decided not to provideany interest on liability of State Bank of India.
e) Auditor Remark:
Loan given includes Six interest free unsecured loans of Rs. 909.72 Lacs.
Boards Comments on the same:
The company is trying to ensure that interest will be provided in subsequent year.
6. Loan and Investment by Company: Particulars of loans guarantees or investmentsunder section 186. (Annexure 2)
7. Particulars of contracts or arrangements with related parties: The particulars ofevery contract or arrangements entered into by the Company with related parties referredto in sub-section (1) of section 188 of the Companies Act 2013 including certain armslength transactions under third proviso thereto is given in Form No. AOC-2. (Annexure 3)
8. Reserves: In the financial year 2016-17 reserve maintained with the Company is Rs.(13430.28) lacs while in year 2015-16 reserve was Rs. (14480.67) is due to profit for theyear 2016-17 of Rs.1050.39 Lacs.
9. Dividend: Your Directors do not recommend any dividend for the year under review inview of business Expansion & to meet future contingencies.
10. Material changes and commitments if any affecting the financial position of thecompany which have occurred between the end of the financial year of the company to whichthe financial statements relate and the date of the report: No such Material changesoccurred subsequent to the close of the financial year of the Company to which the balancesheet relates and the date of the report.
11. Conservation of energy technology absorption and foreign exchange earnings andoutgo: The details of conservation of energy technology absorption foreign exchangeearnings and outgo are as follows:
A. Conservation of energy:
i. the steps taken or impact on conservation of energy: NIL;
ii. the steps taken by the company for utilising alternate sources of energy: NIL;
iii. the capital investment on energy conservation equipments: NIL.
B. Technology absorption:
i. the efforts made towards technology absorption: NIL;
ii. the benefits derived like product improvement cost reduction product developmentor import substitution: NIL;
iii. in case of imported technology (imported during the last three years reckoned fromthe beginning of the financial year)-
a) the details of technology imported: NIL;
b) the year of import: NIL;
c) whether the technology been fully absorbed: NIL;
d) if not fully absorbed areas where absorption has not taken place and the reasonsthereof: NIL; and
iv. the expenditure incurred on Research and Development: NIL.
C. Foreign exchange earnings and Outgo: The Foreign Exchange earned in terms of actualinflows during the year and the Foreign Exchange outgo during the year in terms of actualoutflows: Inflow: Nil and Outflow: Rs. Nil.
12. Risk management policy: Our Company maintains conducive work environment andprovides adequate motivation to perform. However senior management team members or keypersonnel may choose to leave the organization in which case operations of our Company maybe affected. However in such eventuality we will promptly fill the vacancy through eitherfresh recruitment or internal promotion.
13. Change in the nature of business if any: No
A) Changes in Directors and Key Managerial Personnel:
Detail is given in corporate governance report annexed and forming part of the Directorreport..
B) Declaration by an Independent Director(s) and re- appointment if any:
A declaration by an Independent Director that they meet the criteria of independence asprovided in sub-section (6) of Section 149 of the Companies Act 2013 has been disclosedby the Independent Director to the Company.
C) Formal Annual Evaluation:
The Board has formulated a code of conduct policy for formal annual evaluation purposewhich has been made by the Board of its own performance and that of its committees andindividual directors.
15. Number of meetings of the Board of Directors
A) Audit Committee:
The Audit Committee has three director i.e. one Chairman and Two members as per TheCompanies Act 2013 2/3rd of the members should be Independent Director andChairman should be Independent Director. All members of the Audit committee areindependent director. The Chairman of Audit Committee is Mr. Lalit Laxiram Agarwal andmembers of the committee are Ms. Kiren Shrivastav and Mr. Suresh Sakharam More.
B) Details of establishment of vigil mechanism for directors and employees:
The Whistle blower policy of the Company was formulated and policy is available in thecompany's website i.e. www.bilpower.com.
C) Nomination and Remuneration Committee:
The Company has adopted policy formulated by nomination and remuneration committee forappointment of Key Managerial personal.
16. Disclosure under the sexual harassment of women: Your Company is committed toprovide and promote safe and healthy environment to all its employees without anydiscrimination. During the year under review there was no case filed pursuant to theSexual Harassment of Women at Workplace (Prevention Prohibition and Redressal) Act 2013
17. Managerial Remuneration:
a. There is no employee covered pursuant to 5(2) of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014
b. There is no director who is in receipt of any commission from the company and who isa Managing Director or Whole-time Director of the Company shall receive any remunerationor commission from any Holding Company or Subsidiary Company of such Company subject toits disclosure by the Company in the Board's Report.
c. There is no such events occurs which require disclosures in the Board of Director'sreport under the heading "Corporate Governance" relating to the financialstatement:
i. all elements of remuneration package such as salary benefits bonuses stockoptions pension etc. of all the directors;
ii. details of fixed component and performance linked incentives along with theperformance criteria;
iii. service contracts notice period severance fees;
iv. stock option details if any and whether the same has been issued at a discount aswell as the period over which accrued and over which exercisable.
18. Details of Subsidiary/ JV/ Associate Companies: The Company has a AssociateCompanies during the year. Pursuant to provisions of section 129(3) of the Act astatement containing salient features of the financial statements of the Company'ssubsidiaries in Form AOC-1 is attached to the financial statements of the Company
A. The details relating to deposits covered under Chapter V of the Act-
a) accepted during the year: NIL;
b) remained unpaid or unclaimed as at the end of the year: NIL;
c) whether there has been any default in repayment of deposits or payment of interestthereon during the year and if so number of such cases and the total amount involved-
i. at the beginning of the year: NIL;
ii. maximum during the year: NIL;
iii. at the end of the year: Nil;
B. The details of deposits which are not in compliance with the requirements of ChapterV of the Act: NIL;
20. Details of significant and material orders passed by the regulators or courts ortribunals impacting the going concern status and company's operations in future: Nil
M/s. Bansal Bansal & Co Chartered Accountants who are the Statutory Auditors ofthe Company hold office till the conclusion of the forthcoming AGM and are not eligiblefor re-appointment. Pursuant to the provisions of section 139 of the Companies Act 2013and the Rules framed there under it is proposed to appoint M/s. Dalal & KalaAssociates Chartered Accountant as statutory auditors of the Company from the conclusionof the Twenty Eighth Annual General Meeting (AGM) till the conclusion of Thirty ThirdAnnual General Meeting (AGM).
The Company has received a Certificate from them that their appointment if made wouldbe within the limits and that they are not disqualified for such an appointment under theCompanies Act 2013. Their appointment is recommended by the board.
22. Brief description of the Company's working during the year: The Company has onlyone manufacturing unit located at Baroda.
23. Details in respect of adequacy of internal financial controls with reference to theFinancial Statements: The
Company has adequate internal financial control with reference to the financialstatement as all the works relating to financial statement is done from the corporateoffice of the Company. If any deviation noticed related to sales and purchase it would berectified immediately.
24. Share Capital
A) Issue of equity shares with differential rights:
No Equity Shares with differential rights were issued during the financial year 2015-16as provided in rule 4 (4) of Companies (Share Capital and Debentures) Rules 2014.
B) Issue of sweat equity shares:
No Sweat Equity Shares were issued during the financial year 2015-16 as provided inrule 8 (13) of Companies (Share Capital and Debentures) Rules 2014.
C) Issue of employee stock options:
No employee stock options were issued during the financial year 2015-16 as provided inrule 12 (9) of Companies (Share Capital and Debentures) Rules 2014.
D) Provision of money by company for purchase of its own shares by employees or bytrustees for the benefit of employees:
There is no such provision is made for the relevant financial year as provided in rule16 (4) of Companies (Share Capital and Debentures) Rules 2014.
25. Secretarial Audit Report: A Secretarial Audit Report given by M/s. Bhuwnesh Bansal& Associates a
company secretary in practice shall be annexed with the report. (Annexure 4)
26. Management's Discussion and Analysis Report:
A detailed review of the operations performance and future outlook of the Company andits businesses is given in the Management's Discussion and Analysis Report which formspart of this Report. (Annexure 5)
27. Corporate Governance:
We adhere to the principal of Corporate Governance mandated by the Securities andExchange Board of India (SEBI) and have implemented all the prescribed stipulations. Asrequired by SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 adetailed report on Corporate Governance forms part of this Report. The Auditors'Certificate on compliance with Corporate Governance requirements by the Company isattached with the Corporate Governance Report. (Annexure 6).
28. Tax Provisions:
The Company has made adequate provisions as required under the provisions of Income TaxAct 1961 as well as other relevant laws governing taxation on the company.
Your Directors would like to express their sincere appreciation for the assistance andco-operation received from the financial institutions banks Government authoritiescustomers vendors and members during the year under review. Your Directors also wish toplace on record their deep sense of appreciation for the committed services by theCompany's executives staff and workers.
| ||On behalf of the Board of Directors |
| ||For Bilpower Limited |
| ||Sureshkumar Anandilal Choudhary Din: 00494510 |
|Mumbai 30th May 2017 ||Chairman |