Your directors are pleased to present their 19 Annual Report to the members on thebusiness and operations of BSEL Infrastructure Realty Limited (hereafter referred to as'BSEL') together with the Audited Abridged Annual Accounts for the financial year endedMarch 31 2014.
FINANCIAL HIGHLIGHTS OF BSEL INFRASTRUCTURE REALTY LTD.
| || || |
|Particulars ||Consolidated ||Standalone |
|Year ended March 31 ||2014 ||2013 ||2014 ||2013 |
|Total Income ||2508.92 ||201.17 ||181.74 ||198.29 |
|Total Expenditure ||(5527.38) ||(212.90) ||(254.31) ||(167.82) |
|Profit before tax and Extra- ordinary Items ||(3018.46) ||(11.73) ||(72.57) ||30.47 |
|Extra Ordinary Items ||(0.56) ||(2.65) ||(0.56) ||(2.65) |
|Profit/(Loss) before tax ||(3017.90) ||(14.38) ||( 72.01) ||27.82 |
|Provision for tax (including deferred tax ) ||85.03 ||35.79 ||85.03 ||35.79 |
|Profit/(Loss) after Tax Transferred to Balance Sheet ||(3102.93) ||(50.17) ||(157.04) ||(7.97) |
Review of Operations
Stand alone income for the year under review is Rs. 181.74 lacs and the stand alone netloss is Rs. 157.04 lacs. The company had to suffer with a consolidated loss of Rs.3102.93 compared to last year loss of Rs.50.17 lacs. However due to its cautious approachwith intention to maintain its liquidity position intact.
Directors of the Company are unable to declare any dividend for the Financial yearended on March 31 2014 as company suffered with a loss in the financial year underconsideration.
The share capital of the Company remained unchanged during the year under review. Thetotal Equity Share Capital of the Company is comprised of 82616840 Equity Shares of Rs.10/- each
Global Depository Receipts
Outstanding Global Depository Receipts as on March 31 2014 are 183647. No conversionof GD Rs into shares was noted during this financial year.
The Company firmly believes in the pursuits of excellence in this ever growinginfrastructure and realty sector. Our focus has been on providing consistently qualityproducts and services to our clients.
Ministry of Corporate Affairs (MCA) issued General Circular No. 2/2011 vide letter no.51/12/2007-CL-III dated February 8 2011 trough which it granted a General Exemption tocompanies from attaching Directors' Report Balance Sheet and Profit & Loss Account ofsubsidiaries to its Balance Sheet. The Conditions prescribed by the MCA for availingexemption under this circular have been fulfilled by your Company.
BSEL is having three Wholly Owned Subsidiaries including step down subsidiaries named(I) BSEL Infrastructure Realty FZE (II) BSEL Infrastructure Realty Sdn. Bhd. and (III)BSEL Waterfront Sdn. Bhd. Balance Sheets Profit & Loss accounts Reports of theDirectors and Auditors will be made available upon request by any member on applicationand will also be kept for inspection at the Registered Office of your Company. Thefinancial data of the subsidiaries has been furnished along with the statement pursuant toSection 212 of the Companies Act 1956 forming part of the Annual Report. Also pursuantto Accounting Standard (AS-21) issued by the Institute of Chartered Accountants of Indiaand listing agreement your Company has presented the consolidated financial statementswhich include the financial information relating to its subsidiaries and forms part of theAnnual Report.
The Company continues with its arrangement with National Securities Depository Limited(NSDL) and Central Depository Services (India) Limited (CDSL) for dematerialization ofsecurities in accordance with the provisions of the Depositories Act 1995 and members mayavail of such facilities. With this the members have an option / discretion to holddemated shares with NSDL and / or CDSL.
Mr. Kirit R. Kanakiya Non Executive Director retires at this annual general meetingby rotation and being eligible offers himself for
reappointment. The board recommends the re-appointment of Mr. Kirit R. Kanakiya as aNon-Executive Director of the Company.
Directors' responsibility statement
As required under section 217 (2AA) of the Companies Act 1956 your directors' confirmthat:-
1. In the preparation of the Annual Accounts for the financial year underconsideration the applicable Accounting Standards have been followed.
2. The directors have selected such accounting policies and applied them consistentlyand made judgements and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the Company and of the Profit & Loss of theCompany for the year under consideration.
3. The directors have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Act for safeguarding theassets of the Company and for preventing and detecting fraud and other irregularities.
4. The directors have prepared the annual accounts for the year under review on a goingconcern basis
A detailed report on corporate governance is part of this annual report. Certificate ofthe statutory auditors of the Company regarding compliance with the provisions ofcorporate governance as stipulated in clause 49 of the listing agreement is also providedin the Corporate Governance Report.
The Company has not invited or accepted from public or its employees any deposits interms of provisions of section 58A of the Companies Act 1956 read with the Companies(Acceptance of Deposits) Rules 1975 and therefore no amount of principle or interest wasoutstanding to be paid as of the balance sheet date.
M/s Raju & Prasad Chartered Accountants Mumbai hold the office of the StatutoryAuditors of the Company retire at the conclusion of the annual general meeting and areeligible for reappointment. The Company has received a letter from them consenting to actas Statutory Auditors if appointed and that their appointment will be in terms withsection 141 (3) (g) of the Companies Act 2013. The audit committee has recommended theirappointment for the office of Statutory Auditors of the Company. The necessary resolutionis being placed before the shareholders for approval.
Comments on Auditor's Report
With reference to the comments given by the Auditors on the Auditors Report on accountsof the Company the management's explanations
have been suitably made in the Notes to Accounts of the Balance Sheet and Profit andLoss account and are self explanatory.
Particulars of employees
As required by the provisions of section 217 (2A) of the Companies Act 1956 read withthe Companies (Particulars of Employees) Rules 1975 no employee is drawing remunerationat or above the limits mentioned therein.
Conservation of energy research & development technology absorption foreignexchange earnings and outgo
Disclosure under Section 217(1)(e) of the Companies Act 1956 read with the Companies(Disclosure of Particulars in the Report of the Board of Directors) Rule 1988 are asfollows:
Conservation of Energy:
The operations of the Company are not energy intensive. Adequate measures havehowever been taken to conserve and reduce the energy consumption.
Technology absorption: No technology has been developed and / or imported by way offoreign collaboration.
Foreign exchange earnings and outgo: There are no foreign exchange earnings andoutgo during the year.
The directors sincerely appreciate the contributions made by all employees and businessassociates who have supported the Company to stand firmly in the critical and challengingsituations of emerged out of economic crisis. Your directors are also thankful for theco-operation support and assistance received from banks investors customers centraland state government departments local authorities vendors strategic alliance partnersand all other associated with the activities of the Company. Your directors would alsolike to acknowledge the continued support of the Company's shareholders.
| ||For and on behalf of the Board |
|Place : Navi Mumbai ||Sd/- |
|Date : August 22 2014 ||Disha Devrukhkar |
| ||Whole Time Director |