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BS Ltd.

BSE: 533276 Sector: Infrastructure
NSE: BSLIMITED ISIN Code: INE043K01029
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VOLUME 862750
52-Week high 37.40
52-Week low 3.45
P/E
Mkt Cap.(Rs cr) 154.15
Buy Price 3.48
Buy Qty 4170.00
Sell Price 3.49
Sell Qty 495.00
OPEN 3.45
CLOSE 3.49
VOLUME 862750
52-Week high 37.40
52-Week low 3.45
P/E
Mkt Cap.(Rs cr) 154.15
Buy Price 3.48
Buy Qty 4170.00
Sell Price 3.49
Sell Qty 495.00

BS Ltd. (BSLIMITED) - Director Report

Company director report

To the Members

Your Directors have the pleasure of presenting their report on the business andoperations of the Company and Audited Financial Statement of Accounts for the year endedMarch 31 2015.

FINANCIAL RESULTS

Particulars

Standalone

Consolidated

2014-15 2013-14 2014-15 2013-14
Total Income 1910.50 1776.65 2682.30 2327.14
Gross Profit 604.96 655.52 639.07 669.26
Profit Before Interest Depreciation & Tax 280.89 227.59 295.30 236.89
Less:
Interest & Financial Charges 133.73 107.15 141.21 107.42
Depreciation 44.92 28.70 48.13 28.87
Prior Year Adjustment/ Amortization 0.00 0.00 0.00 0.00
Profit Before Tax 105.90 96.11 113.18 105.11
Less: Provision for Taxation 37.31 33.44 37.99 34.73
Profit After Tax 68.58 62.67 75.19 70.37
Earnings Per Share 1.56 1.43 1.71 1.60

PERFORMANCE REVIEW

Despite challenging macro-economy and competitive landscape the Company has performedremarkably well during the Financial Year 2014-15.

Consolidated Sales scaled up by 15.26% over the previous year Profit before InterestDepreciation and Tax (EBITDA) went up by 24.66% and Profit After Tax was higher by 6.82%.

The Company continues to operate in Multiple Segments i.e. Engineering Procurementand Construction and Trading Business. There has been no change in the nature of businessof the Company.

The Standalone and Consolidated Performance of the Company for the year under revieware as under:

Standalone

Total Revenue for Fiscal 2015 stood at ' 1910.50 Crores against '1776.65 Crores for Fiscal 2014 showing an 8% increase.

EBIDTA increased by 23% from ' 227.59 Crores in Fiscal 2014 to ' 280.89Crores in Fiscal 2015.

Profit After Tax witnessed a growth of 9.43% from ' 62.67 Crores in Fiscal 2014to ' 68.58 Crores in Fiscal 2015.

Consolidated

Consolidated Total Revenue of the Company for Fiscal 2015 stood at ' 2682.30Crores against ' 2327.14 Crores for Fiscal 2014 showing a 15.26% increase.

Consolidated EBIDTA increased by 24.66% from ' 236.89 Crores in Fiscal 2014 to '295.30 Crores in Fiscal 2015.

Consolidated Profit After Tax has also increased from ' 70.37 Crores in Fiscal2014 to ' 75.19 Crores in Fiscal 2015 showing an increase of 6.82%.

DIVIDEND

Keeping in view the Business Acquisition by the Company your Directors have notrecommended any Final Dividend for the Financial Year 2014-15.

BUSINESS ACQUISITION

The Board of Directors of the Company at its Meeting dated May 20 2015 has evaluatedthe potential of inorganic growth to augment business expansion of the Company and hasapproved a strategic business plan to acquire Assets of four companies namely AgarwalSteel Structures India Private Limited Rajesh Sandhi Infras & Metals Private LimitedNHS Metals Private Limited and Durafast Automotive Private Limited that complements itsprincipal business. In this regard the Board has identified assets with desiredcapabilities product portfolio and pipeline and has decided to acquire the same for aLump Sum Consideration of ' 937 Crores. The Consideration will be dischargedthrough Preferential Allotment of Equity Shares of the Company.

The proposed acquisition is expected to benefit the Company through SustainableOperational and Financial Synergies improve Bidding Strength Facilitate Expansion intoRailway Electrification under EPC eliminate dependency on Business Critical ComponentVendors and Strengthen the Foothold of the Company in the Industry. The acquisition hasbeen undertaken through a Business Transfer Agreement (BTA) entered into by the Companywith the Four Companies as

aforesaid. The Company is in the process of obtaining necessary approvals from theRegulatory to complete the transaction.

For the purpose of discharging the Consideration as stated the Board of Directors ofthe Company has approved a proposal to issue and allot upto 223095100 Equity Shares ofFace Value ' 1/- each at price as determined under Regulation 76 of SEBI (Issue ofCapital and Disclosure Requirements) Regulations 2009 as amended (“SEBI ICDRRegulations") subject to necessary permissions sanctions approvals and applicableSEBI Regulations and other provisions of law and which is subject to approval of theMembers of the Company.

SHARE CAPITAL

During the year under review the Company has issued 807980 Equity Shares (including403990 Bonus Equity Shares) of ' 1/- each up on Exercise of Options by theGrantees under the Employee Stock Option Plan 2011. The outstanding Issued Subscribed andPaid-up Equity Share Capital of the Company as on March 31 2015 was '439825700/- divided into 439825700 Equity Shares of ' 1/- each fully paid-up.

Further in view of the proposed Preferential Issue for discharging the Considerationfor Acquisition of Assets the Authorized Share Capital of the Company is proposed to beincreased from ' 50 Crores (Rupees Fifty Crores only) divided into 500000000Equity Shares of ' 1/- each to ' 100 Crores (Rupees One Hundred Crores only)divided into 1000000000 Equity Shares of ' 1/- each.

SUBSIDIARIES / JOINT VENTURES / ASSOCIATE COMPANIES

Pursuant to Section 129(3) of the Companies Act 2013 and Accounting Standard 21 issuedby the Institute of Chartered Accountants of India the Consolidated Financial Statementspresented by the Company include the Financial Statements of its Subsidiaries.

Further a Separate Statement containing salient features of Financial Statements ofSubsidiaries of your Company in the prescribed Form AOC-1 forms part of ConsolidatedFinancial Statements in compliance with Section 129 of the Companies Act 2013 (Act) readwith Rule 5 of the Companies (Accounts) Rules 2014.

The Financial Statements of the Subsidiary Companies and related information areavailable for inspection by the Members at the Registered Office of your Company duringbusiness hours on all days except Saturdays Sundays and Public Holidays up to the date ofthe Annual General Meeting (AGM) as required under Section 136 of the Companies Act 2013.The Financial Statements including the Consolidated Financial Statements FinancialStatements of Subsidiaries and all other documents required to be attached to this Reporthave been uploaded on the website of the Company (www. bslimited.in).

REPORT ON THE PERFORMANCE AND FINANCIAL POSITION OF SUBSIDIARIES ASSOCIATES AND JOINTVENTURE COMPANIES

Pursuant to Section 134 of the Companies Act 2013 and Rule 8(1) of the Companies(Accounts) Rules 2014 the details on the Performance and Financial Position ofSubsidiaries Associates and Joint Venture Companies included in the ConsolidatedFinancial Statements are as under:

M/s. BS Global Resources Private Limited Singapore

M/s. BS Global Resources Private Limited (“BSGRPL") was incorporated in 2011as a Wholly Owned Subsidiary of the Company. Headquartered in Singapore BSGRPL is engagedin the business of Trading of Coal Nickel Copper Cathode and Minerals such as Iron Oreand is a one-point sourcing firm for Trading and Supply of Mineral Resources and AgroProducts.

The Entity has lasting partnerships with major Coal Mines and Suppliers CredibleBuyers and Sellers of Mineral Resources and has an Economical Pricing Strategy withLong-Term Focus that lends it competitive advantage. It seeks to become a significantplayer in the International Minerals Trading Markets. Led by experienced managementBSGRPL within four years of operations has achieved Revenues above US$ 104 Million.

The Financial Performance of the said Subsidiary for the Financial Year ended March 312015 has been decent with a Turnover of ' 640.60 Crores and a Profit before Tax andProfit after Tax of ' 6.41 Crores and ' 5.60 Crores respectively.

M/s. BS Limited FZE Dubai

M/s. BS Limited FZE has been incorporated as a Wholly- Owned Subsidiary in compliancewith the laws and regulations of Dubai Airport Free Zone Authority and has received theCertificate of Incorporation from Dubai Airport Free Zone Authority on March 06 2014.

The Principal activities of the said Subsidiary consist of Trading in PowerTransmission Materials & Coal and Providing Related Engineering Services.

The Subsidiary's performance for FY 2014-15 was outstanding with a Revenue of '118.79 Crores (AED 71477941) and a Gross Margin of 1.89%. It earned a Net Profit of '1.27 Crores (AED 762211) for the Financial Year ended March 31 2015.

M/s. Raichur Sholapur Transmission Company Private Limited

M/s. Raichur Sholapur Transmission Company Private Limited (“RSTCPL) (formerlyknown as M/s. Raichur Sholapur Transmission Company Limited) has been incorporated as aSpecial Purpose Vehicle (“SPV") Company in Joint Venture with M/s. PatelEngineering Limited and M/s. Simplex Infrastructures Limited. The revenues in the saidBOOM project is on sharing basis and the same is spread over a period of 35 years.

As on March 31 2015 your Company holds 26664000 Equity Shares (33.33%) aggregatingto ' 266640000/- of the Total Paid-up Share Capital of RSTCPL.

During the year under review the status of the said Company has been changed pursuantto conversion from Public to Private Company with effect from December 12 2014consequent upon the receipt of approval from Registrar of Companies Maharashtra.

The said Company successfully started commercial operations during the year and hasachieved a Turnover of ' 26.40 Crores from Transmission Service ' 0.11Crores from Sale of Scrap and ' 0.49 Crores as other income by way of Interest forthe year under review. The Company incurred a Loss of ' 0.75 Crores for theFinancial Year ended March 31 2015.

Information in this respect can also be referred in form AOC-1 which has been disclosedin the Consolidated Financial Statements.

CONSOLIDATED FINANCIAL STATEMENTS

The Consolidated Financial Statements of your Company for the Financial Year 2014-15have been prepared in compliance with applicable provisions of the Companies Act 2013 andRules prescribed thereunder Accounting Standards and applicable Clauses of the ListingAgreement as prescribed by the Securities and Exchange Board of India (SEBI). TheConsolidated Financial Statements have been prepared on the basis of Audited

Financial Statements of the Company its Subsidiary and Associate Companies asapproved by their respective Board of Directors.

BUSINESS REVIEW AND FUTURE OUTLOOK

A detailed business review and future outlook is given in the Management Discussion andAnalysis and Corporate Governance Report which form part of the Annual Report.

CREDIT RATING

During the year under review the Company has sustained the Credit Rating of 'CARE BBB'(Triple B) assigned by CARE to its Long-Term Bank facilities. Further the Rating of'CARE A3+' (A Three Plus) assigned to the Short-Term Bank facilities of your Company hasalso been reaffirmed.

HUMAN RESOURCE MANAGEMENT

The Human Resource (“HR") function has over the years developed capabilitiesand set up a scalable Recruitment and Human Resource Management process which enables usto attract and retain higher caliber employees. Employee relations continued to bepeaceful and productive during the year.

EMPLOYEE STOCK OPTION PLAN

Currently your Company has been granting Stock Options to the Employees under EmployeeStock Option Plan 2011 (“ESOP 2011") which was initiated pursuant to theapproval of the Shareholders at the Annual General Meeting held on September 30 2011.

The applicable Disclosures with respect to the Employee Stock Option Plan 2011 asrequired by the Securities and Exchange Board of India Regulations / Guidelines asamended are appended as Annexure - 1 and form part of this Report.

BOARD OF DIRECTORS

During the year under review Mr. Rakesh Agarwal Jt. Managing Director and Mr. MukeshAgarwal WholeTime Director have resigned from the Board with effect from May 30 2014.Dr. Subrata Kumar De had resigned as Non-Executive Independent Director with effect fromSeptember 02 2014 owing to increased personal preoccupations.. The Board places onrecord its appreciation for their valuable contribution during their tenure with theCompany.

The Board of Directors of the Company has appointed Mr. Arun Dogra a QualifiedChartered Accountant as a Whole-Time Director designated as Chief Financial Officer ofthe Company with effect from August 14 2014. The said appointment has been approved bythe Shareholders at the Annual General Meeting held on September 30 2014.

Pursuant to Sections 149 152 and other applicable provisions if any of the CompaniesAct 2013 One-third of the Directors as are liable to retire by rotation shall retireevery year and if eligible offer themselves for re-appointment at every AGM.Accordingly Mr. Arun Dogra retires by rotation at the ensuing Annual General Meeting ofthe Company and being eligible offers himself for re-appointment.

The Board of Directors vide its Circular Resolution dated June 04 2015 appointed Mr.Kamesh Yalamarty as Additional Director of the Company to hold Office up to the ensuingAnnual General Meeting of the Company. Further the Board has at its Meeting held onAugust 12

2015 appointed Mr. Kamesh as Managing Director of the Company subject to the approvalof the Shareholders at the ensuing Annual General Meeting of the Company. The Boardconsiders that the appointment of Mr. Kamesh Yalamarty would be of immense benefit to theCompany. The Company has received requisite notice in writing from a member proposing Mr.Kamesh Yalamarty for appointment as the Director of the Company.

The Board of Directors at its Meeting held on August 12 2015 had pursuant to therecommendations of Nomination and Remuneration Committee considered and shortlisted theprofile of Ms. Dimple Kaul to be appointed as Additional Director in the category ofNonExecutive Independent Director in terms of Section 149(1) of the Companies Act 2013read with Rules prescribed thereunder. However since Ms. Dimple Kaul was not holding theDirector Identification Number (DIN) as on the said date the Board advised that she shallbe appointed subsequent to her obtaining of DIN from the Registrar of Companies andaccordingly the item relating to her appointment as Independent Director be placed beforethe Members at the Annual General Meeting for approval.

The brief resume of the Directors proposed to be appointed and / or re-appointed andother relevant information have been furnished in the Explanatory Statement to the Noticeof the ensuing AGM. The Directors recommend the Resolutions for the aforesaid appointment/ re-appointment for approval of the Members at the ensuing AGM.

DECLARATION OF INDEPENDENCE

Your Company has received Declarations from the Independent Directors confirming thatthey meet

the criteria of Independence as prescribed under the provisions of Companies Act 2013read with the Schedules and Rules issued thereunder as well as Clause 49 of the ListingAgreement.

Pursuant to the provisions under Section 134(3)(d) of the Companies Act 2013 withrespect to Statement on Declaration given by Independent Directors under Section 149(6) ofthe Act the Board hereby confirms that all the Independent Directors of the Company havegiven a declaration and have confirmed that they meet the criteria of independence asprovided in the said Section 149(6).

SEPARATE MEETING OF INDEPENDENT DIRECTORS:

During the year under review the Independent Directors had in accordance with theprovisions of Schedule IV (Code for Independent Directors) of the Companies Act 2013 andClause 49 of the Listing Agreement met separately without the presence of Non-IndependentDirectors and the Members of Management and discussed and reviewed inter-alia theperformance of Non-Independent Directors viz. Mr. Rajesh Agarwal Chairman and ManagingDirector and Mr. Arun Dogra Whole Time Director and the Board as a whole after takinginto consideration the views of Executive and Non-Executive Directors.

They also assessed the quality quantity and timeliness of flow of information betweenthe Company's Management and the Board that are necessary for the Board to effectively andreasonably perform its duties. All the Independent Directors were present at the Meeting.

FAMILIARIZATION PROGRAMME

As per requirements under the Listing Agreement the Company has put in place astructured induction and Familiarization Programme for all its Directors. The Companythrough such programmes familiarizes not only the Independent Directors but also any newappointee to the Board with a brief background of the Company individual Roles Rightsand Responsibilities in the Company Management Structure nature of the Industry in whichthe Company operates Business Model Operations of the Company Internal Control SystemsFunctioning of Various Divisions HR Management CSR Activities etc. They are alsoinformed about important Policies of the Company including the Code of Conduct for BoardMembers and Senior Management Personnel and the Code of Conduct to Regulate Monitor andReport Trading by Insiders etc. The Managing Director Company Secretary Business Headsand other Senior Officials of the Company make presentations to the

Board Members on a periodical basis briefing them on the operations of the CompanyStrategy Risks new initiatives etc.

The Familiarization Programme for Independent Directors in terms of provisions ofClause 49 of the Listing Agreement is uploaded on the website of the Company atwww.bslimited.in.

KEY MANAGERIAL PERSONNEL

The Key Managerial Personnel of the Company in accordance with the provisions ofSections 2(51) 203 of the Companies Act 2013 read with Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 are as under:

Mr. Rajesh Agarwal Chairman & Managing Director
Mr. Kamesh Yalamarty* Managing Director
Mr. Arun Dogra Whole Time Director designated as CFO
Ms. Alka Kumari Company Secretary & Compliance Officer

* Appointed with effect from August 12 2015

Apart from the changes as mentioned under the “Board of Directors" Sectionthere were no changes in the Office of Key Managerial Personnel during the year underreview.

POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION

In accordance with Section 178 and other applicable provisions if any of the CompaniesAct 2013 read with the Rules issued thereunder and Clause 49 of the Listing Agreementthe Board of Directors at their Meeting held on February 14 2015 formulated theNomination and Remuneration Policy on the recommendations of the Nomination andRemuneration Committee. The salient aspects covered in the Nomination and RemunerationPolicy covering the Policy on Appointment and Remuneration of Directors KMP and otheremployees and other matters have been outlined in Annexure - 2' which forms part of thisReport.

PARTICULARS OF REMUNERATION OF DIRECTORS / KMP / EMPLOYEES

In terms of the provisions of Section 197(12) of the Companies Act 2013 read withRules 5(2) and 5(3) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 a statement showing the names and other particulars of theemployees drawing Remuneration in excess of the limits set out in the said Rules isattached as 'Annexure - 3A' which forms part of this Report.

Disclosures pertaining to Remuneration and other details as required under Section197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 is attached as 'Annexure - 3B' which forms part of thisReport.

NUMBER OF MEETINGS OF THE BOARD

During the year under review 5 (Five) Board Meetings were held with gap betweenMeetings not exceeding the period prescribed under the Companies Act. Details of Board andCommittee Meetings held during the year are set out in the Corporate Governance Reportwhich forms part of this Report.

The dates of the Board Meetings are finalized in consultation with the Directors andAgenda Papers backed by comprehensive notes and background information are circulated wellin advance of the Meeting thereby enabling the Board to take informed decisions.

PERFORMANCE EVALUATION OF THE BOARD ITS COMMITTEES AND INDIVIDUAL DIRECTORS

In terms of Section 134 of the Act 2013 and the Corporate Governance requirements asprescribed under Clause 49 of the Listing Agreement the Board reviewed and evaluated itsown performance from the perspectives of Company Performance Strategy and ImplementationRisk Management Corporate ethics based on the evaluation criteria laid down by theNomination & Remuneration Committee.

The Board discussed and assessed its own composition size mix of skills andexperience its Meeting Sequence Effectiveness of Discussion Decision Making Follow-upAction Quality of Information and the Performance and Reporting by the Committees viz.Audit Committee Nomination and Remuneration Committee (NRC) Stakeholders RelationshipCommittee (SRC) and Corporate Social Responsibility Committee (CSR).

Management endeavors to have a diverse Board representing a range of experience atpolicy-making levels in business and in areas that are relevant to the Company's globalactivities and the Board upon evaluation concluded that it is well balanced.

The performance of Individual Directors including all Independent Directors assessedagainst a range of criteria such as contribution to the Development of Business Strategyand Performance of the Company understanding the major risks affecting the Company cleardirection to the Management and Contribution to the Board cohesion. The PerformanceEvaluation has

been done by the entire Board of Directors except the Director concerned beingevaluated. The Board noted that all Directors have understood the Opportunities and Risksto the Company's Strategy and are supportive of the direction articulated by theManagement Team towards consistent improvement.

The Board also noted that Corporate Responsibility Ethics and Compliance are takenseriously and there is balance between the core values of the Company and interests ofStakeholders. The Board is satisfied with the Company's Performance viz. New ProjectsOperations Finance Management International Business Employee Relations and Compliancewith Statutory / Regulatory requirements and finally concluded that the Board operateseffectively and is closely aligned to the culture of the business.

The Performance of each Committee was evaluated by the Board by seeking inputs from itsMembers on the basis of the criteria such as matters assessed against terms of referencetime spent by the Committees in considering matters quality of information received workof each Committee overall effectiveness and decision making and compliance with theCorporate Governance requirements and concluded that all the Committees continued tofunction effectively with full participation by all its Members and the Members ofExecutive Management of the Company.

The Board reviewed each Committee's terms of reference to ensure that the Company'sexisting practices remain appropriate. Recommendations from each Committee are consideredand approved by the Board prior to implementation.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the provisions under Section 134(5) of the Companies Act 2013 withrespect to Directors' Responsibility Statement the Directors confirm:

a. That in the preparation of Annual Accounts the applicable Accounting Standards havebeen followed and no material departures have been made from the same;

b. That they selected such Accounting Policies and applied them consistently and madejudgments and estimates that are reasonable and prudent so as to give a true and fairview of the State of Affairs of the Company at the end of the Financial Year and of theProfit and Loss of the Company for that period;

c. That they have taken proper and sufficient care 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;

d. That they have prepared the Annual Accounts on a Going Concern Basis;

e. That they have laid down Internal Financial Controls to be followed by the Companyand that such Internal Financial Controls are adequate and operating effectively; and

f. That they have devised proper systems to ensure compliance with the provisions ofall applicable laws and that such systems were adequate and operating effectively.

STATUTORY AUDITORS

M/s. P. Murali & Co. Chartered Accountants Statutory Auditors of the Companywill retire at the conclusion of the ensuing AGM and being eligible has consented andoffered itself for re-appointment as Statutory Auditors for the Financial Year 2015-16.Your Company has received written consent and a Certificate from the Auditors stating thatthey satisfy the criteria provided under Section 141 of the Companies Act 2013 read withthe Companies (Audit and Auditors) Rules 2014 and that their re-appointment if madeshall be in accordance with the applicable provisions of the Companies Act 2013 and Rulesissued thereunder that they are not disqualified for such re-appointment under theprovisions of applicable laws and also that there is no proceeding against them or any oftheir partners pending with respect to professional matter of conduct.

As required under Clause 49 of the Listing Agreement The Auditors have vide theirletter dated May 19 2015 also confirmed that they have subjected themselves to the peerreview process of Institute of Chartered Accountants of India (ICAI) and hold a validCertificate issued by the Peer Review Board of the ICAI.

The Audit Committee and the Board of Directors recommend the re-appointment of M/s. P.Murali & Co. Chartered Accountants as the Auditors of your Company for the FinancialYear 2015-16 till the conclusion of the next AGM.

There are no observations (including any qualification reservation adverse remark ordisclaimer) of the Auditors in their Audit Report for the Financial Year 2014-15 thatmay call for any explanation from the Directors. Further

the notes to accounts referred to in the Auditor's Report are self-explanatory.

COST AUDITORS

The Board of Directors had appointed M/s. Srinivas & Co. Cost Accountants as theCost Auditor for the Financial Year 2014-15 to conduct the Audit of the Cost Records ofyour Company.

As per Section 148 and other applicable provisions if any of the Companies Act 2013read with Companies (Audit and Auditors) Rules 2014 the Board of Directors has on therecommendations made by the Audit Committee re-appointed M/s. Srinivas & Co. CostAccountants (Firm Registration No. 00278) as the Cost Auditor for the Financial Year2015-16 for conducting the Cost Audit in respect of the business of the Company.

Your Company has received consent from M/s. Srinivas & Co. Cost Accountants toact as the Cost Auditor for the Financial Year 2015-16 along with a Certificate confirmingtheir independence. The remuneration proposed to be paid to the Cost Auditors subject tothe ratification in terms of Section 148(3) of Companies Act 2013 by the members at theensuing Annual General Meeting would be ' 140000/- (Rupees One Lakh FortyThousand only) excluding out of pocket expenses if any.

The Cost Audit Report for the Financial Year 2013-14 issued by M/s. Srinivas &Co. Cost Auditors in respect of the various products prescribed under Cost Audit Ruleswas filed with the Ministry of Corporate Affairs (MCA) on September 27 2014. The due datefor filing the said Report with MCA was September 27 2014.

The Cost Audit Report for the Financial Year 2014-15 in respect of the variousproducts prescribed under relevant Cost Audit Rules shall be filed as per the requirementsof applicable laws.

SECRETARIAL AUDITORS

Pursuant to the provisions of Section 204 of the Companies Act 2013 read with theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 Mr. Y.Koteswara Rao Practicing Company Secretary was appointed as Secretarial Auditor of theCompany for the Financial Year 2014-15. The Secretarial Audit Report submitted by him inthe prescribed Form MR-3 is attached as Annexure - 4' and forms part of this Report.

There are no qualifications or observations or other remarks of the Secretarial Auditorin the Report issued by him for the Financial Year 2014-15 which call for any explanationfrom the Board of Directors.

EXTRACT OF ANNUAL RETURN

The details forming part of the Extract of the Annual Return in Form MGT-9 inaccordance with Section 92(3) of the Companies Act 2013 read with the Companies(Management and Administration) Rules 2014 are set out herewith as ''Annexure - 5"to this Report.

RELATED PARTY TRANSACTIONS

During the Financial Year 2014-15 your Company entered into transactions with RelatedParties as defined under Section 2(76) of the Companies Act 2013 read with Companies(Specification of Definitions Details) Rules 2014 which were in the ordinary course ofbusiness on arm's length basis and in accordance with the provisions of the CompaniesAct 2013 read with Rules issued thereunder and Clause 49 of the Listing Agreement.

During the year under review there were no transactions with Related Parties whichqualify as material transactions under the Listing Agreement.

The details of the Related Party Transactions as required under Accounting Standard -18 are set out in Note No. 36 to the Standalone Financial Statements forming part of thisAnnual Report.

The Form AOC- 2 pursuant to Section 134(3)(h) of the Companies Act 2013 read with Rule8(2) of the Companies (Accounts) Rules 2014 is set out as 'Annexure - 6' to this Report.

LOANS AND INVESTMENTS

Details of Loans Guarantees and Investments under Section 186 of the Companies Act2013 read with the Companies (Meetings of Board and its Powers) Rules 2014 are asfollows:

A. Details of Investments made by the Company as on March 31 2015 (includingInvestments made in the previous years):

S. No. Name of the Entity Nature of Entity Amount
1. BS Global Resources Private Limited (Singapore) Wholly-Owned Subsidiary 26.55
2. BS Limited FZE Wholly-Owned Subsidiary 0.65
3. Raichur Sholapur Transmission Company Pvt. Ltd. SPV / JV Company 26.66
Total 53.86

B. Details of Loans given by the Company are as follows:

S. No. Name of the Entity Nature of Entity Amount
1. BS Global Resources Private Limited (Singapore) Wholly-Owned Subsidiary 19.83
Total 19.83

C. Details of Guarantees issued by your Company in accordance with Section 186 of theCompanies Act 2013 read with the Rules issued thereunder:

S. No. Name of the Entity On Behalf of Amount (US$) Amount (' in Crores)
1. UCO Bank BS Global Resources Private Limited 5000000 31.27
2. Habib Bank Limited BS Global Resources Private Limited 3000000 18.76
Total 8000000 50.02

RISK MANAGEMENT

Risk is an integral part of business and your Company is committed to managing risks ina proactive and efficient manner. Your Company periodically assesses risks in the internaland external environment along with the cost of treating risks and incorporates risktreatment plans in its strategy business and operational plans.

Your Company through its Risk Management process strives to contain impact andlikelihood of the risks within the risk appetite as agreed from time to time with theBoard of Directors. As per the requirements of Clause 49 of the Listing Agreement yourCompany has constituted a Risk Management Committee to oversee the risk management effortsin the Company under the Chairmanship of Mr. Rajesh Agarwal Chairman & ManagingDirector of the Company. The details of the Committee along with its charter are set outin the Corporate Governance Report forming part of this Report.

There are no risks which in the opinion of the Board threaten the existence of yourCompany. However some of the risks which may pose challenges are set out in theManagement Discussion and Analysis which forms part of this Report.

VIGIL MECHANISM

Your Company is committed to highest standards of ethical moral and legal businessconduct. Accordingly the Board of Directors has formulated a Whistle Blower Policy whichis in compliance with the provisions of Section 177(10) of the Companies Act 2013 andClause 49 of the Listing Agreement. The Policy provides for a framework and processwhereby concerns can be raised by its employees against any kind of discriminationharassment victimization or any other unfair practice being adopted against them. Moredetails on the Vigil Mechanism and the Whistle Blower Policy of your Company have beenoutlined in the Corporate Governance Report which forms part of this Report.

CORPORATE SOCIAL RESPONSIBILITY

The Board of Directors has at its Meeting held on February 14 2015 approved theCorporate Social Responsibility (CSR) Policy for your Company pursuant to the provisionsof Section 135 of the Companies Act 2013 read with the Companies (Corporate SocialResponsibility Policy) Rules 2014 and incorporating recommendations of the CSRCommittee. The CSR Policy outlines the CSR vision of your Company based on embedded tenetsof trust fairness and care.

The Annual Report on CSR activities in accordance with the Companies (Corporate SocialResponsibility Policy) Rules 2014 is set out herewith as Annexure - 7' to this Report.

CORPORATE GOVERNANCE

Your Directors adhere to the requirements set out in Clause 49 of the Listing Agreementwith the Stock Exchanges. A separate section on Corporate Governance is attached and formspart of the Annual Report. The Chairman & Managing Director's Declaration regardingthe compliance of Code of Conduct and Ethics for Board Members and Senior ManagementPersonnel forms part of Report on Corporate Governance. The requisite Certificate from theStatutory Auditors of the Company confirming Compliance to the conditions of Corporate

Governance as stipulated under Clause 49 of the Listing Agreement with the StockExchanges is attached to the Report on Corporate Governance.

MANAGEMENT DISCUSSION AND ANALYSIS

As stipulated under Clause 49 of the Listing Agreement with Stock Exchanges theManagement Discussion and Analysis forms an integral part of this Report and gives detailof the overall Industry Structure Performance and State of Affairs of the Company'svarious businesses Internal Controls and their adequacy Risk Management Systems andother material developments during the Financial Year.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITIONAND REDRESSAL) ACT 2013

Your Company has always believed in providing a safe workplace for every individualthrough various interventions and practices. The Company endeavors to create and providean environment that is free from discrimination and harassment including sexualharassment.

A Policy on Prevention of Sexual Harassment at Workplace was released during thePrevious Financial Year. The Policy aims at prevention of harassment of employees and laysdown the guidelines for identification reporting and prevention of undesired behavior. AFive Member Internal Complaints Committee (ICC) was set up from the Senior Management withwomen employees constituting a majority.

The ICC is responsible for redressing complaints related to Sexual Harassment andfollows the guidelines provided in the Policy. The ICC has not received any complaintspertaining to Sexual Harassment during the year ended March 31 2015.

LISTING ON STOCK EXCHANGES

The Equity Shares of your Company continue to remain listed on the BSE Limited (BSE)and the National Stock Exchange of India Limited (NSE). The Annual Listing Fee for theFinancial Year 2015-16 has been duly paid within the stipulated time to both the StockExchanges.

PUBLIC DEPOSITS

During the Financial Year 2014-15 your Company has not accepted any Deposit within themeaning of Sections 73 and 74 of the Companies Act 2013 read with the Companies(Acceptance of Deposits) Rules 2014 and any re-enactments thereof.

TRANSFER TO RESERVES

Your Company has not transferred any amount to the General Reserves for the FinancialYear 2014-15.

PARTICULARS REGARDING CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGNEXCHANGE EARNINGS AND OUTGO

The particulars relating to Conservation of Energy Technology Absorption and ForeignExchange Earnings and outgo as required to be disclosed under Section 134 of the CompaniesAct 2013 read with the Companies (Accounts) Rules 2014 is set out herewith as 'Annexure- 8' and forms part of this Report.

SIGNIFICANT / MATERIAL ORDERS PASSED BY THE REGULATORS

There are no significant / material orders passed against the Company by theRegulators Courts or Tribunals which impact the Going Concern Status of your Company andits operations in future.

ACKNOWLEDGEMENTS

Your Directors wish to place on record their gratitude to the Shareholders CustomersVendors Bankers Financials Institutions Government Authorities Contractors JointVenture Partners and all other Stakeholders for their continued support and valuableassistance and co-operation to the Company. Your Directors take this opportunity tocommend the continued commitment and dedication of employees at all levels and lookforward to valuable sustained support and encouragement.

For and on behalf of the Board of Directors

Sd/-

(Rajesh Agarwal)

Chairman & Managing Director

Place : Hyderabad

Date : August 12 2015

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