The Directors of your Company have pleasure in presenting Twenty Seventh Annual Reportand the Company's Audited Financial Statement for the Financial Year ended March 312016.
Financial summary or highlights/Performance of the Company : The financialperformance of the Company for the Year ended 31st March 2016 is as summarized below:
| || |
|Particulars ||2015-16 ||2014-15 ||2015-16 ||2014-15 |
|Gross Turnover & Other Income ||1751.82 ||2069.86 ||1751.82 ||2069.86 |
|Profit/ (Loss) before Exceptional Item Interest Depreciation & Taxation ||339.45 ||129.61 ||339.45 ||129.61 |
|Less- Exceptional Item (Provision for Doubtful Debts) ||693.88 ||11305.33 ||598.77 ||11305.33 |
|Profit / (Loss) before Interest Depreciation & Taxation ||(354.43) ||(11175.72) ||(258.87) ||(11175.72) |
|Less - Interest ||37.38 ||33.26 ||37.38 ||33.26 |
|Profit / (Loss) before Depreciation & Taxation ||(391.81) ||(11208.98) ||(296.70) ||(11208.98) |
|Less - Depreciation ||42.23 ||55.17 ||42.23 ||55.17 |
|Profit / (Loss) before tax ||(434.04) ||(11264.15) ||(338.93) ||(11264.15) |
|Less- Provision for Taxation (Incl. Deferred Tax) ||- ||(6.40) ||- ||(6.40) |
|Net Profit / (Loss) for the year ||(434.04) ||(11257.75) ||(338.93) ||(11257.75) |
|Add - Surplus brought forward from previous Year ||(19090.25) ||(7824.23) ||(19 599.45) ||(7 824.23) |
|Add- Retain Value of Assets ||- ||(8.27) ||- ||(8.27) |
|Balance Carried to Balance Sheet ||(19524.29) ||(19090.25) ||(19 938.38) ||(19 599.45) |
1. Performance Review:
For the year 2015-16 theTurnover of the Company has stood at Rs. 1385.03 Lakhs and NetLoss incurred is Rs. 434.04 Lakhs. The substantial loss has resulted due to exceptionalitem and thin margin on trading activity thatthecompany is carrying on.
2. ExtractofAnnual Return: Extract of Annual Return as provided under sub-section(3) of section 92 in Form No. MGT-9. (Annexure1).
3. Numberofmeetingsof the Boardof Directors: During the year 2015-165 meeting ofthe Board of Directors held.
4. Directors' Responsibility Statement: The Directors' Responsibility Statementreferred to in clause (c) of sub-section (3) of Section 134 of the CompaniesAct 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 company has sent letters to customers in respect of tradereceivables for confirming balances outstanding as at March 312016 but in most of thecases the customers have not sent written confirmation confirming the balance outstandingas at March 31 2016. In the absence of confirmation any provision to be made for adversevariation in the carrying amounts of trade receivables is not quantified.
Boards Comments on the same: The Board considers all outstanding balance ofcustomers as on 31st March 2016 as good and recoverable excepting those considereddoubtful and provided forduring the financial year 2015-16.
b) Auditor Remark: The lender Bank of Bil Energy Systems Limited has pursuant tocertain corporate guarantees given by the company demanded from the company their duesfrom Bil Energy Systems Limited amounting to Rs. 89.84 crores. No provision has been madein the accounts for 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 whosefavourthe Company has given Corporate Guarantee to State Bankof India has Informed theCompany that they are in negotiation with the Lender Bank for settlement / Re-schedulementof dues and Hence no provision has been madein the account.
c) Auditor Remark: The company has not provided for interest payable to State Bankof India amounting to Rs 779.85 lacs for the quarter ended 31st March 2016. Further thecompany has also not provided for interest amounting Rs. 2219.5 Lacs for the period ofnine months ending 31st December 2015. The company has also not made any provision forpenal interest claimed by the bank. The amount of penal interest cannot be quantified asthe details have not been received from bank. Asa result the loss for the Year ended 31stMarch 2016 is understated by Rs. 2999.35 Lacs. Also for the Financial Year 2013-14 &2014-15 the company has not provided for interest payable to state bank of Indiaaccumulating to Rs. 4994.11 Lacs and as a result the accumulated losses in the BalanceSheet are understated by Rs. 6173.67 Lacs upto 31st March 2016.
Boards Comments on the same: Based on the Legal advice received by the Company ithas been decided not to provide any interest on liability of State Bank of India.
d) Auditor Remark: Attention is invited tofoot no.4 to the audited financialresults for the year ended 31st March 2016 regarding the financial statement/results beingprepared on a going concern basis not with standing the fact that the company's net worthis fully ended due to high losses for the financial years 2011 12 2012-13 2013-142014-15 and also for the year ended on 31st March 2016. The appropriateness of the saidbasis is interalia dependent on the Company's ability to infuse requisite fundsfor meetingits obligations rescheduling of its debt and resuming normal operations.
Boards Comments on the same: The above auditor's remarks are self explanatory.
e) Auditor Remark: Loan given includes 2 interestfree unsecured loansofRs. 569.15Lacs.
Boards Comments on the same: The company is trying to ensure that interest will beprovided in subsequentyear.
1. Loan and Investment byCompany: Particulars of loans guarantees orinvestments under section 186. (Annexure 2)
2. Particulars of contracts or arrangements with related parties: Theparticulars of every contract or arrangements entered into by the Company with relatedparties referred to in sub-section (1) of section 188 of the Companies Act 2013 includingcertain arms length transactions under third proviso thereto is given in Form No. AOC-2.(Annexure 3)
3. Reserves: In the financial year 2015-16 reserve maintained with the Companyis Rs. (14480.67) lacs while in year 2014-15 reserve was Rs. (14046.63). This reductionis due to loss for the year 2015-16 of Rs.434.04 Lacs.
4. Dividend: Your Directors do not recommend any dividend for the year underreview in view of losses incurred.
5. 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.
6. 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. Conservationof energy:
i. the steps taken or impact on conservation of energy: NIL;
ii. the steps taken by the companyfor utilising alternate sources of energy: NIL;
iii. the capital investment on energy conservation equipments: NIL.
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 thefinancialyear)-
a) the details of technology imported: NIL;
b) the yearof import: NIL;
c) whetherthe technology been fully absorbed: NIL;
d) if notfully absorbed areas where absorption has nottaken 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 ofactual inflows during the year and the Foreign Exchange outgo during the year in terms ofactual outflows: Inflow: Nil and Outflow: Rs. Nil.
7. 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 thevacancy througheitherfresh recruitment or internal promotion.
8. Change in the nature of business if any: NO
A) Changes in Directors and Key Managerial Personnel: Detail is given in corporategovernance report annexed and forming part of the Director report..
B) Declaration by an Independent Director(s) and re- appointment if any: Adeclaration 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) FormalAnnual Evaluation: The Board has formulated a code of conduct policy forformal annual evaluation purpose which has been made by the Board of its own performanceand that of its committees and individual directors.
10. Numberofmeetingsof the Boardof Directors
A) Audit Committee: The Audit Committee has three director i.e. one Chairman andTwo members as per The CompaniesAct 20132/3rd of the members should be IndependentDirector and Chairman should be Independent Director. All members of the Audit committeeare independent 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: TheWhistle blower policy of the Company was formulated and policy is available inthecompany'swebsite i.e. www.bilpower.com.
C) Nomination and Remuneration Committee: The Company has adopted policy formulatedby nomination and remuneration committee for appointment of Key Managerial personal.
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 assalary benefits bonuses stockoptionspension 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 whetherthe same has been issued ata discount aswell as the period overwhich accrued and overwhich exercisable.
12. DetailsofSubsidiary/JV/AssociateCompanies:The Comp any has a Associate Companyduring the year. Pursuant to provisions of section 129(3) of the Act a statementcontaining salient features of the financial statements of the Company's Associates inForm 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. attheend of the year: Nil;
B. The details of deposits which are not incompliance with there quirements of ChapterV of the Act:NIL;
14. 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
6. Auditors: M/s. Bansal Bansal & Co Chartered Accountants who are theStatutory Auditors of the Company hold of fice till the conclusion of the forth comingAGM and 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 Seventh Annual General Meeting (AGM) till the conclusion of Twenty Eighth 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 appointmentunderthe CompaniesAct 2013. Their reappointment is recommended by the board.
15. Brief description of the Company'sworkingduringthe year: The Company hasonlyone manufacturing unit located at Baroda.
16. Details in respect of adequacy of internal financial controls with reference to theFinancial Statements: The Company has adequate internal financial control withreference to the financial statement as all the works relating to financial statement isdone from the corporate of fice of the Company. If any deviation noticed related to salesand purchase itwould be rectified immediately.
17. Share Capital
A) Issue of equity shares with differential rights: No Equity Shares withdifferential rights were issued during the financial year 2015-16 as 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 thefinancial year 2015-16 as provided in rule 8 (13) of Companies (Share Capital andDebentures) Rules 2014.
C) Issue of employee stock options: No employee stock options were issued duringthe financial year 2015-16 as provided in rule 12 (9) of Companies (ShareCapital andDebentures) 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 madefortherelevantfinancial yearas provided in rule 16 (4) of Companies (Share Capital andDebentures) Rules 2014.
18. SecretarialAudit Report: A Secretarial Audit Report given by M/s. BhuwneshBansal &Associates a company secretary in practice shall be annexed with the report.(Annexure 4)
19. 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. (Annexure5)
20. CorporateGovernance: 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 Regulation 27 of SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 a detailed report on Corporate Governance formspart of this Report. The Auditors' Certificate on compliance with Corporate Governancerequirements by the Company is attached with the Corporate Governance Report. (Annexure6).
21. 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 onthecompany.
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 2016 ||Chairman |
| ||Annexure 1 to the Directors' Report |