The Directorsof your Company have pleasure in presenting Twenty Fifth Annual Reporttogether with the Audited Accounts and Auditors' Report for the year ended 31st March2014.
1. Financial Performance:
The financial performance of the Company for the year ended 31st March 2014 is assummarized below:-
| || ||(Rs. in Lacs) |
|Particulars ||2013-2014 ||2012-2013 |
|Gross Turnover & Other Income ||568.70 ||3769.49 |
|Profit / (Loss) before Exceptional Item Interest Depreciation & Taxation ||(227.87) ||(1246.12) |
|Less- Exceptional Item (Provision for Doubtful Debts) ||3154.37 ||755.79 |
|Profit / (Loss) before Interest Depreciation & Taxation ||(3382.24) ||(2001.91) |
|Less - Interest ||38.70 ||2268.91 |
|Profit / (Loss) before Depreciation & Taxation ||(3420.94) ||(4270.82) |
|Less - Depreciation ||33.76 ||42.40 |
|Profit / (Loss) before tax ||(3454.70) ||(4313.22) |
|Less- Provision for Taxation (Incl. Deferred Tax) ||6.82 ||(122.42) |
|Net Profit / (Loss) for the year ||(3461.52) ||(4190.80) |
|Add - Surplus brought forward from previous Year ||(4362.71) ||(171.91) |
|Profit / (Loss) available for Appropriations ||(7824.23) ||(4362.71) |
|Appropriations:- || || |
|Transfer to General Reserve || ||- |
|Balance Carried to Balance Sheet ||(7824.23) ||(4362.71) |
2. Performance Review: For the year 2013-14 the Turnover of the Company hasdecreased and stood at Rs. 384.64 Lakhs and Net Loss incurred is Rs. 3461.52 Lakhs. Thesubstantial loss has resulted due to exceptional item and lower capacity utilizationcoupled with falling margins.
3. Dividend: Your Directors do not recommend any dividend for the year under reviewin view of losses incurred.
4. Directors: Mr. Rajendrakumar Anandilal Choudhary Director retire from theBoard by rotation and being eligible has offered himself for re-appointment at the ensuingAnnual General Meeting.
Pursuant to Sections 149 150 & 152 of the Companies Act 2013 read with Companies(Appointment and qualification of Director) Rules 2014 along with Schedule IV orre-enactment thereof for the time being in force the Independent Directors can holdoffice for a term of Five consecutive years on the Board of your Company. Accordingly itis proposed to appoint Mr. Kesavan Mudakkarappillil Sugathan and Mr. Lalit LaxiramAgarwal existing Directors as Non - Executive Independent Directors for a term of fiveconsecutive years and shall not be liable to retire by rotation.
The Company has received requisite notice from the respective directors proposing theircandidature for appointment as an Independent Director and has also received declarationfrom the aforesaid Independent Directors confirming that they meet the criteria ofIndependence as prescribed under provisions of Section 149(6) of the Companies Act 2013and Clause 49 of the Listing Agreement with the Stock Exchanges.
Brief resume of the Directors proposed to be appointed/ re-appointed qualificationexperience and the names of the Companies in which they hold directorship membership ofthe board committees as stipulated in the clause 49 of the listing agreement are providedin the Report on Corporate Governance forming a part of the annual report.
5. Directors' Responsibility Statement: Pursuant to the requirement under Section217(2AA) of the Companies Act 1956 the Directors to the Best of their knowledge andbelief confirm that: -
a) In the preparation of the annual accounts for the financial year 2013-14 theapplicable accounting standards have been followed and there are no material departures;
b) Appropriate accounting policies have been selected and applied consistently and suchjudgments & estimates have been made that are reasonable and prudent so as to give atrue and fair view of the state of affairs of the Company as at 31st March 2014 and ofthe Profit / loss of the Company for the accounting year ended on that date;
c) Proper & sufficient care has been taken for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 1956 forsafeguarding the assets of the Company and for preventing & detecting fraud and otherirregularities; and
d) The annual accounts of the Company have been prepared on a going concern basis.
6. Auditors: M/s. Bansal Bansal & Co Chartered Accountants who are theStatutory Auditors of the Company hold office till the conclusion of the forthcoming AGMand are eligible for re-appointment. Pursuant to the provisions of section 139 of theCompanies Act 2013 and the Rules framed there under it is proposed to appoint M/s.Bansal Bansal & Co as statutory auditors of the Company from the conclusion of theTwenty Fifth Annual General Meeting (AGM) till the conclusion of Twenty Sixth AnnualGeneral Meeting (AGM).
The Company has received a Certificate from them that their re-appointment if madewould be within the limits and that they are not disqualified for such an appointmentunder the Companies Act 2013. Their reappointment is recommended by the board.
7. Auditors' Report: As regards Auditor's remarks in the Audit report comments ofthe Board of Directors are 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 and 2013-2014. The appropriateness of the said basisis interalia dependent on the company's ability to infuse requisite funds for meeting itsobligations rescheduling of debt and resuming normal operations.
Boards Comments on the same:
The above Auditors 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 2014 but in most of the cases thecustomers have not sent written confirmation confirming the balance outstanding as atMarch 31 2014. In the absence of confirmation any provision to be made for adversevariation in the carrying amounts of trade receivables is not quantified. BoardsComments on the same:
The Board considers all outstanding balance of customers as on 3Ist March 2014 as goodand recoverable excepting those considered doubtful and provided for during the financialyear 2013-14.
c) Auditor Remark:
The Company has not provided for Interest payable to State Bank of India amounting toRs. 2341.46 lacs (on various loans from State Bank of India) for the Financial Year2013-2014. 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 2014 is understated by Rs.2341.46 lacs and current Liabilities as at 31st March 2014 are also understated by Rs.2341.46 Lacs. The amount of penal interest cannot be quantified as the details have notbeen 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.
d) 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. 84.69 crores. No provision has been made in the accountsfor the probable loss that may arise on account of above demand of Rs. 84.69 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.
e) As regards Auditors' remarks in Annexure to their report under Item No. 1 (b)& 2 (a) with regard to Physical verification reports of fixed assets and inventoriesthe same are self explanatory;
f) As regards Auditors' remarks in Annexure to their report under Item No. 7 withregard to report of internal audit Company has in house internal audit systemcommensurate with the size and nature of its business and hence no formal audit report isavailable.
8. Cost Auditors: Jayant J. Paleja Practicing Cost Accountant has been appointedas Cost Auditor to conduct cost audit of the records of the Company for the financial year2014-2015.
The Company has received a Certiicate from them that their appointment would be withinthe limits and that they are not disqualiied for such an appointment under the CompaniesAct 2013. Their appointment is accepted by the board.
9. Tax Provisions: The Company has made adequate provisions as required under theprovisions of Income Tax Act 1961 as well as other relevant laws governing taxation onthe Company.
10. Fixed Deposits: During the year ended on 31st March 2014 the Company has notaccepted any Fixed Deposit from public under Section 58A & 58AA of the Companies Act1956 read with the Companies (Acceptance of Deposits) Rules 1975.
11. Management's Discussion and Analysis Report: A detailed review of theoperations performance and future outlook of the Company and its businesses is given inthe Management's Discussion and Analysis Report which forms part of this Report asAnnexure I.
12. Corporate Governance: We adhere to the principal of Corporate Governancemandated by the Securities and Exchange Board of India (SEBI) and have implemented all theprescribed stipulations. As required by Clause 49 of the Listing Agreement a detailedreport on Corporate Governance forms part of this Report. The Auditors' Certiicate oncompliance with Corporate Governance requirements by the Company is attached with theCorporate Governance Report as Annexure II.
13. Energy Conservation and Technology Absorption: In view of the nature ofbusiness of the Company the information required under Section 217(1) (e) of the CompaniesAct 1956 read with the Companies (Disclosure of Particulars in Report of the Board ofDirectors) Rules 1988 with respect to conservation of Energy Technology absorption isnot given as electricity purchased and consumption per unit of sales is not sizeable.
14. Foreign Exchange earnings and outgo: Your Company earned/spent foreign exchangeas under during the year.
|Earnings ||: Rs. Nil. |
|Outgo ||: Rs. Nil |
15. Particulars of Employees: There are no employees covered under Section 217(2A)of the Companies Act 1956.
16. Acknowledgement: The Board wishes to place on record its sincere appreciationfor the assistance and co-operation received from Bankers Government Departments andother Business Associates for their continued support towards the conduct of operations ofthe Company eficiently.
The directors express their gratitude to the shareholders for their continuingconidence in the Company. The directors also acknowledge the hard work and persuasiveefforts put in by the employees of the Company in carrying forward Company's vision andmission.
| ||On behalf of the Board of Directors |
| ||For Bilpower Limited |
| ||Sureshkumar Anandilal Choudhary |
| ||Din : 00494510 |
|Mumbai 28th May 2014 ||Chairman |