BSEL Infrastructure Realty Limited.
Your Directors are elated in presenting the 21st Annual Report of theCompany along with the Audited Statement of Accounts for the year ended as on 31stMarch 2016.
2. FINANCIAL RESULTS
| || || |
(Rs. in Lakhs)
|Particulars || |
| ||2015-2016 ||2014-2015 ||2015-2016 ||2014-2015 |
|Profit/(Loss) before Tax ||75.24 ||(431.78) ||82.94 ||109.15 |
|Provision for Tax ||(33.58) ||(59.63) ||(33.58) ||(59.56) |
|Profit/(Loss) after Tax ||41.66 ||(491.41) ||49.36 ||49.52 |
|Balance Brought Forward ||(9321.24) ||(8826.22) ||6674.14 ||6628.23 |
|Add: Excess/(Short) Provision Reversed MVAT Credit ||- ||- ||- ||- |
|Less: Transitional Provision of Depreciation ||- ||(3.61) ||- ||- |
|Less: Adjustment related to fixed asset ||- ||- ||- ||(3.61) |
|Balance carried to Balance Sheet ||(9279.58) ||(9321.24) ||6723.5 ||6674.14 |
3. BUSINESS OVERVIEW
The Standalone Net Profit stands at Rs. 49.36 lakhs for financial year under review ascompared to Rs. 49.52 lakhs in the previous financial. Due to favourable marketsituations the Company's Consolidated Net Profit after tax stands at Rs. 41.66 lakhs forthe year under review as compared to a loss of Rs. 491.41 lakhs in the previous financialyear. Further the Board of Directors look towards the future performance with a positiveapproach.
Directors of the Company are unable to declare any dividend for the financial yearunder review.
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 tothe provisions of the Companies Act 2013 forming part of the Annual Report. Alsopursuant to Accounting Standard (AS-21) issued by the Institute of Chartered Accountantsof India and listing agreement your Company has presented the consolidated financialstatements which include the financial information relating to its subsidiaries and formspart of the Annual Report as ANNEXURE - I.
6. CORPORATE SOCIAL RESPONSIBILITY
The Company has not developed and implemented any Corporate Social Responsibilityinitiatives as the provisions of Section 135 of the Companies Act 2013 are notapplicable.
7. STATUTORY AUDITORS
M/s. Deepak Vekaria & Associates Chartered Accountants(Membership Number: 35908)was appointed as the Statutory Auditors of the company at the 20th AGM held on29th September 2015 to hold office upto this Annual General meeting.
Further M/s. Deepak Vekaria & Associates are eligible to be re-appointed asstatutory Auditors and who have given their eligibility and consent to the proposedre-appointment be and is hereby re-appointed at this Annual General meeting and who shallhold office till the conclusion of next Annual general meeting of the Company.
8. SECRETARIAL AUDITORS
M/s. Avni Busa & Co Practicing Company Secretaries have been appointed in theBoard Meeting held on 10th August 2016 as the Secretarial Auditor of theCompany u/s 204 of the Companies Act 2013 to conduct Secretarial Audit of the matters ofthe Company and report thereof. The Secretarial Auditor's Report has been annexed to theBoard Report under ANNEXURE - V.
9. EXPLANATION OR COMMENTS ON QUALIFICATIONS RESERVATIONS OR ADVERSE REMARKS ORDISCLAIMERS MADE BY THE AUDITORS AND THE PRACTICING COMPANY SECRETARY IN THEIR REPORTS.
There was no qualification reservation or adverse remark made by the Auditors in theirreport.
The explanations made by the Board relating to the qualifications reservationsadverse remarks made by the Practicing Company Secretary in her Secretarial Audit Reportare furnished as under:
1. The Company has invited applicati ons for the designati on of Company Secretary inwhole time employment. However the Company has failed to receive any suitable candidaturefor the same.
2. The company has failed to file E-Form MGT-14 within 30 days from the date ofappointment of Internal Auditor due to inadvertent error. However the company is inprocess of rectification of the same.
Mr. Kirit Kanakiya (DIN:00266631) Non-Executive Director retires at this AnnualGeneral Meeting by rotation and being eligible offers himself for re-appointment. TheBoard recommends the re-appointment of Mr. Kirit Kanakiya as Director of the Company.
Mr. Dipal Muchhala who was appointed as an additional director and in respect of whomthe company has received a notice in writing under section 160 of the Companies Act 2013along with a deposit of Rs. 100000 proposing his candidature as a director of theCompany be and his hereby appointed as an Independent Director at this AGM for 5consecutive year not liable to retire by rotation.
Mr. Archit Kulkarni who was appointed as an additi onal director and in respect ofwhom the company has received a notice in writing under section 160 of the Companies Act2013 along with a deposit of Rs. 100000 proposing his candidature as a director of theCompany be and his hereby appointed as an Independent Director at this AGM for 5consecutive year not liable to retire by rotation.
Mr. Himanshu Vaidya who was appointed as an additional director and in respect of whomthe company has received a notice in writing under section 160 of the Companies Act 2013along with a deposit of Rs. 100000 proposing his candidature as a director of theCompany be and his hereby appointed as an Independent Director at this AGM for 5consecutive year not liable to retire by rotation.
Mrs. Disha Devrukhkar is appointed as Whole-Time Director for 1 year from 28thDecember 2015 to 27th December 2016. Mr. Hitesh Vora has resigned from thepost of Independent Director of the Company on 9th August 2016 and the Boardhas accepted his resignation in their meeting held on 10th August 2016.
Apart from this no other changes took place in the composition of the directors of theCompany during the year under review.
11. DECLARATION BY THE INDEPENDENT DIRECTORS
The Independent Directors have submitted their disclosures to the Board that theyfulfil all the requirements as stipulated in Section 149(6) of the Companies Act 2013 soas to qualify themselves to be appointed as Independent Directors under the provisions ofthe Companies Act 2013 and the relevant rules.
12. BOARD MEETINGS
The Board of Directors met Six times during the financial year under review i.e. on(1) 30th May 2015; (2) 12th August 2015; (3) 31stAugust 2015; (4) 9th November 2015; (5) 9th February 2016; &(6) 29th February 2016.
13. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES MADE PURSUANT TOSECTION 188 OF THE COMPANIES ACT 2013
The details of Related Party Transactions entered by the Company with Relatedparty/Parties as defined under the provisions of Secti on 2(76) of the Companies Act2013 during the financial year under review are furnished in ANNEXURE - II andforms part of this report.
During the year under review there were no related party transactions which werematerial in nature.
14. COMPANY'S POLICY RELATING TO DIRECTORS APPOINTMENT PAYMENT OF REMUNERATION ANDDISCHARGE OF THEIR DUTIES
The provisions of Section 178(1) relating to constitution of Nomination andRemuneration Committee are applicable to the Company and hence the Company has devised apolicy relating to appointment of Directors payment of Managerial remunerate onDirectors qualifications positive attributes independence of Directors and other relatedmatters as provided under Section 178(3) of the Companies Act 2013.
15. INFORMATION PURSUANT TO RULE 5 (2) OF COMPANIES (APPOINTMENT & REMUNERATION OFMANAGERIAL PERSONNEL) RULES 2014
The details of employee(s) in receipt of remunerate on exceeding the limits specifiedunder Rule 5 (2) of Companies (Appointment & Remuneration of Managerial Personnel)Rules 2014 are annexed in ANNEXURE -III.
16. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTIONPROHIBITION AND REDRESSAL) ACT 2013
The Company has duly set up an Internal Complaints Committee (ICC) in line with therequirements of The Sexual Harassment of Women at the Workplace (Prevention Prohibition& Redressal) Act 2013 to redress complaints received regarding sexual harassment.
The following is a summary of sexual harassment complaints received and disposed offduring the year 2015-16.
|No. of complaints received ||: Nil |
|No. of complaints disposed off ||: Nil |
17. DIRECTORS' RESPONSIBILITY STATEMENT:
Pursuant to Section 134 (3) (c) read with Section 134 (5) of the Companies Act 2013your Directors state that:
(a) In the preparati on of the annual accounts the applicable accounti ng standardshave been followed with proper explanation relating to material departures if any;
(b) They have in the selecti on of the accounti ng policies consulted the StatutoryAuditors and have applied them consistently and made judgments and estimates that arereasonable and prudent so as to give a true and fair view of the state of affairs of theCompany as at 31st March 2016 and of its Profit for the year ended on thatdate;
(c) They have taken proper and sufficient care to the best of their knowledge andability for the maintenance of adequate accounting records in accordance with theprovisions of the Companies Act 2013 for safeguarding the assets of the Company and forpreventing and detecting fraud and other irregularities;
(d) They have prepared the annual accounts for the year ended 31st March2016 on a 'going concern' basis;
(e) They have laid down Internal Financial Controls which are adequate and areoperating effectively;
(f) They have devised proper systems to ensure compliance with the provisions of allapplicable laws and that such systems were adequate and operating effectively.
18. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THECOMPANIES ACT 2013
The Company has not made any investments during the year under review. The details ofloans advance and guarantees given pursuant to Section 186 of the Companies Act 2013have been provided in ANNEXURE - IV.
19. DISCLOSURES OF AMOUNTS IF ANY TRANSFER TO ANY RESERVES
It is not proposed to carry any amount to any reserves from the profits of the Company.Hence disclosure under Section 134 (3) (j) of the companies act 2013 is not required.
20. MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION OF THECOMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THIS FINANCIAL STATEMENTSRELATE AND THE DATE OF THE REPORT
No material changes and commitments affecting the financial position of the Companyoccurred between the end of the financial year to which this financial statement relate onthe date of this report.
21. ENERGY CONSERVATION AND TECHNOLOGY ABSORPTION
The particulars as required under the provisions of Section 134(3)(m) of the CompaniesAct 2013 read with Rule 8(3) of the Companies (Accounts) Rules 2014 in respect ofconservation of energy and technology absorption are not required to be furnishedconsidering the nature of activities undertaken by the Company during the year underreview. Further during the year under review the Company has neither earned nor used anyforeign exchange.
22. STATEMENT INDICATING DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY
The Company has developed & implemented Risk Management Policy. However Companyhas not come across any element of risk which may threaten the existence of the Company.
23. DETAILS OF SIGNIFICANT MATERIAL ORDERS PASSED BY THE REGULATORS/COURTS/TRIBUNALIMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATION IN FUTURE
There are no significant material orders passed by the Regulators/Courts/Tribunal whichwould impact the going concern status of the Company and its future operations. Hencedisclosure pursuant to Rule 8 (5) (vii) of Companies (Accounts) Rules 2014 is notrequired.
24. DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THEFINANCIAL STATEMENTS PURSUANT TO RULE 8 (5) (viii) OF COMPANIES (ACCOUNTS) RULES 2014
The Company has an adequate Internal Financial Control system commensurate with thesize of its business operations.
25. EXTRACT OF ANNUAL RETURN
The extracts of Annual Return pursuant to the provisions of Section 92 read with Rule12 of the Companies (Management and administration) Rules 2014 is furnished in ANNEXURE- VI.
26. DISCLOSURE OF COMPOSITION OF AUDIT COMMITTEE AND PROVIDING VIGIL MECHANISM
The Audit Committee consists of the following members;
(a) Mr. Hitesh Vora
(b) Mr. Dipal Muchhala
(c) Mrs. Disha Devrukhkar
The above composition of the Audit Committee consists of independent Directors viz.Mr. Hitesh Vora and Mr. Dipal Muchhala who form the majority.
The Company has established a vigil mechanism and oversees through the committee thegenuine concerns expressed by the employees and other Directors. The Company has alsoprovided adequate safeguards against victimization of employees and Directors who expresstheir concerns. The Company has also provided direct access to the chairman of the AuditCommittee on reporting issues concerning the interests of co employees and the Company.
27. CORPORATE GOVERNANCE
Your Company is committed to adopti ng the best Corporate Governance practices. Itbelieves that proper corporate governance is not just a regulatory compliance but also afacilitator for enhancement of stakeholder's value. Reports on Corporate Governance formspart of this report.
28. APPRECIATION AND ACKNOWLEDGEMENT
The Board of Directors wish to place on record their appreciation for the co-operationand support of the Company's Bankers its valued customers employees and all otherintermediaries concerned with the Company's business.
Your directors are grateful towards all members for supporting and sustaining us duringthe intricate days. We look forward to your conti nued support and reiterate that we aredetermined to ensure that the plans are successfully implemented.
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By Order of the Board of Directors.
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For BSEL Infrastructure Realty Ltd
| ||Sd/- ||Sd/- |
| ||Mr. Kirit Kanakiya ||Mrs. Disha Devrukhkar |
|Place: Navi Mumbai ||Director ||Whole-Time Director |
|Date: 10/08/2016 ||DIN:00266631 ||DIN: 05156891 |