BSEL Infrastructure Realty Limited
Your Directors are elated in presenting the 22nd Annual Report of theCompany along with the Audited Statement of Accounts for the year ended as on 31st March2017.
|2. FINANCIAL RESULTS || || || ||(Actuals in ') |
|Particulars || |
| ||2016-2017 ||2015-2016 ||2016-2017 ||2015-2016 |
|Profit/(Loss) before Tax ||42089411 ||(32748215) ||44108418 ||(31977807) |
|Provision for Tax ||(12900583) ||(3358088) ||(12900582) ||(3358088) |
|Profit/(loss) after Tax ||29188828 ||(36106303) ||31207836 ||(35335895) |
|Balance Brought Forward ||- ||- ||- ||- |
|Add: Excess/(short) Provision Reversed MVAT Credit ||- ||- ||- ||- |
|Less;-Transitional Provision of Depreciation ||- ||- ||- ||- |
|Less: Adjustment related to fixed asset ||- ||- ||- ||- |
|Balance carried to Balance Sheet ||29188828 ||(36106303) ||31207836 ||(35335895) |
3. BUSINESS OVERVIEW
The Standalone Net Profit stands at Rs. 31207836 for financial year under review ascompared to the previous financial. Due to favourable market situations the Company'sConsolidated Net Profit after tax stands at Rs. 29188828 for the year under review ascompared to a loss of Rs. 36106303 in the previous financial year. Further the Board ofDirectors look towards the future performance with a positive approach.
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 through 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 SdnBhd and (III) BSELWaterfront SdnBhd Balance Sheets Profit & Loss accounts Reports of the Directorsand Auditors will be made available upon request by any member on application and willalso be kept for inspection at the Registered Office of your Company. The financial dataof the subsidiaries has been furnished along with the statement pursuant to the provisionsof the Companies Act 2013 forming part of the Annual Report. Also pursuant to AccountingStandard (AS-21) issued by the Institute of Chartered Accountants of India and listingagreement your Company has presented the consolidated financial statements which includethe financial information relating to its subsidiaries and forms part of the Annual Reportas 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.
"The Company has developed and implemented any Corporate Social Responsibilityinitiatives as the provisions of Section 135 of the Companies Act 2013 are applicable. Asper Section 135 of the Companies Act 2013 it is mandatory for the Company to constituteCorporate Social Responsibility (CSR) Committee of the Board of Directors of the Companyas the net worth of the Company during the last financial year was more than Rs. 500crore. Accordingly the Company
has formed the respective Committee in the Board meeting dated 14th August2017 under the Chairmanship of Mr. Dipal Muchhala and members of the Committee being Mr.Kirit Kanakiya and Mrs. Disha Devrukhakar. Company was also unable to spend prescribed CSRExpenditure amount as there was net losses during the 2 years before previous year."
7. STATUTORY AUDITORS
M/s. Deepak Vekaria & Associates Chartered Accountants(Membership Number: 35908)was appointed as the Statutory Auditors of the company at the 21st AGM held on29th September 2016 to hold office upto this Annual General meeting. Further M/s. DeepakVekaria & Associates are eligible to be re-appointed as statutory Auditors and whohave given their eligibility and consent to the proposed re-appointment be and is herebyre-appointed at this Annual General Meeting and who shall hold office till the conclusionof next Annual general meeting of the Company.
8. SECRETARIAL AUDITORS
M/s. H V GOR AND CO. Practicing Company Secretaries have been appointed in the BoardMeeting held on 14th August 2017 as the Secretarial Auditor of the Company u/s204 of the Companies Act 2013 to conduct Secretarial Audit of the matters of the Companyand report thereof. The Secretarial Auditor's Report has been annexed to the Board Reportunder 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:
The Company has invited application for the designation of Company Secretary in WholeTime employment. However the Company has failed to receive any suitable candidature forthe same.
The Company has formulated Corporate Social Responsibility Committee of the Board ofDirectors and the policy thereunder u/s 135 of the Companies Act 2013 in the BoardMeeting dated 14th August 2017.
Mrs. Disha Devrukhkar (DIN: 05156891) a Director retires at this Annual GeneralMeeting by rotation and being eligible offers herself for re-appointment. The Boardrecommends the re-appointment of Mrs. Disha Devrukhkar as Director of the Company.
Mrs. Disha Devrukhkar is appointed as Whole-Time Director for 1 year from 28thDecember 2016 to 27th December 2017.
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 Four times during the financial year under review i.e. on(1) 30th May 2016; (2) 10th August 2016; (3) 14thNovember 2016; (4) 10th February 2017.
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 Section 2(76) of the Companies Act 2013during the financial year under review are furnished in ANNEXURE II and forms part of thisreport.
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
remuneration Directors qualifications positive attributes independence of Directorsand other related matters 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 remuneration 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 2016-17.
|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 preparation of the annual accounts the applicable accounting standards havebeen followed with proper explanation relating to material departures if any;
(b) They have in the selection of the accounting 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 2017 and of its Profit for the year ended on that date;
(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 March 2017 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 AND FOREIGN EXCHANGE EARNINGS ANDOUTGO:
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 ANNEXUREVI.
26. DISCLOSURE OF COMPOSITION OF AUDIT COMMITTEE AND PROVIDING VIGIL MECHANISM
The Audit Committee consists of the following members;
(a) Mr. Archit Kulkarni
(b) Mr. Kirit Kanakiya
(c) Mr. Dipal Muchhala
The above composition of the Audit Committee consists of independent Directors viz.Mr. Archit Kulkarni 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 company employees and theCompany.
27. CORPORATE GOVERNANCE:
Your Company is committed to adopting 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 continued support and reiterate that we aredetermined to ensure that the plans are successfully implemented.
| || |
By Order of the Board of Directors
| || |
For BSEL Infrastructure Realty Ltd.
| ||Sd/- ||Sd/- |
| ||Mr. Kirit Kanakiya ||Mrs. Disha Devrukhkar |
|Place: Navi Mumbai ||Director ||Whole-Time Director |
|Date: 14/08/2017 ||DIN:00266631 ||DIN: 05156891 |