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BF Utilities Ltd.

BSE: 532430 Sector: Infrastructure
NSE: BFUTILITIE ISIN Code: INE243D01012
BSE 00:00 | 05 Jun 180.95 16.45
(10.00%)
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168.45

HIGH

180.95

LOW

168.45

NSE 00:00 | 05 Jun 180.30 16.35
(9.97%)
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167.75

HIGH

180.30

LOW

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OPEN 168.45
PREVIOUS CLOSE 164.50
VOLUME 89272
52-Week high 361.00
52-Week low 134.35
P/E 861.67
Mkt Cap.(Rs cr) 681
Buy Price 180.95
Buy Qty 17554.00
Sell Price 178.40
Sell Qty 10.00
OPEN 168.45
CLOSE 164.50
VOLUME 89272
52-Week high 361.00
52-Week low 134.35
P/E 861.67
Mkt Cap.(Rs cr) 681
Buy Price 180.95
Buy Qty 17554.00
Sell Price 178.40
Sell Qty 10.00

BF Utilities Ltd. (BFUTILITIE) - Director Report

Company director report

FOR THE YEAR ENDED 31st March 2019

To The Members

Your Directors have pleasure in presenting their Nineteenth Annual Report on thebusiness and operations of the Company together with Audited Statement of Accounts for theyear ended 31st March 2019.

1 . FINANCIAL PERFORMANCE

(Rs. in Million)

Particulars Standalone
Financial Year Financial Year
2018-19 2017-18
Total Income 497.46 329.44
Total Expenditure 231.62 187.00
Profit for the year before taxation 265.84 142.44
Provision for tax (including Deferred Tax) (5.85) (12.67)
Profit for the year before taxation 271.69 155.11
Adjustments / Excess / (short) for taxation and tax payments - 3.11
Profit attributable to Equity holder 271.69 158.22
Items of other comprehensive income (net of Tax) 0.25 1.20
Total 271.94 159.42
Balance of profit / (Loss) from previous year 820.77 661.35
Balance available for appropriation 1092.71 820.77
Appropriations - -
Surplus retained in statement of profit and loss 1092.71 820.77

2. SHARE CAPITAL

The paid-up Equity Share Capital as on 31st March 2019 stood at Rs.188.34Million. During the year under review the Company has not issued shares with differentialvoting rights nor has granted any stock options or sweat equity. As on 31stMarch 2019 none of the Directors of the Company hold instruments convertible into equityshares of the Company.

• . DIVIDEND

Your Directors do not recommend any dividend on the equity shares for the year ended 31stMarch 2019.

4 . MANAGEMENT DISCUSSION AND ANALYSIS

International Scenario :

The overall capacity of all wind turbines installed worldwide by the end of 2018reached 600 Gigawatt. 53'900 Megawatt were added in the year 2018 slightly more than in2017 when 52'552 Megawatt were installed. 2018 was the second year in a row with growingnumber of new installations but at a lower rate of 9.8% after 10.8% growth in 2017.

While the European wind markets were on a decline with most European states showingweak development including Germany Spain France and Italy. At the same time robust oreven stronger growth has been observed in countries such as China India Brazil manyother Asian markets and also some African countries.

The by far largest wind power market China installed an additional capacity of 259Gigawatt and has become the first country with an installed wind power capacity of morethan 200 Gigawatt.

Out of the leading markets the US (76 Gigawatt added reaching 96 Gigawatt in total)Germany (3.1 Gigawatt new overall 59 Gigawatt) India (2.1 Gigawatt added 35 Gigawatttotal capacity) United Kingdom (2.9 Gigawatt new 20.7 Gigawatt total) Brazil (1.7Gigawatt new 14.5 Gigawatt total) and France (1.5 Gigawatt new 15.3 Gigawatt total) allsaw substantial growth.

Domestic Scenario :

India's wind energy capacity addition to grow 76 per cent to 3000 Mw in currentfiscal.

The bid tariffs discovered in the recent wind power auctions increased slightly from alow of Rs 2.43 per unit to Rs 2.77 per unit discovered during August 2018 to September2018 though continuing to remain less than Rs 3 per unit.

India's wind energy capacity addition is set to grow by up to 76 per cent to 3000Megawatt (Mw) in the current financial year (2018-19) from around 1700 Mw added lastfiscal.

The project awards so far are expected to increase the capacity addition to about 2.5-3GW in 2019 from 1.7 GW in 2018. As for the increase in bid tariffs it is partly becauseof some increase in wind turbine equipment pricing additional evacuation cost and risingcost of funding.

While the wind energy bid tariff levels are still competitive as compared toconventional energy sources the viability of such tariffs depends on the developers'ability to identify locations with high generation potential availability of long-tenuredebt at cost competitive rates and capital cost.

The generation performance of wind-based Independent Power Producers (IPPs) wasconstrained by poor wind season in 2017-18 with many wind assets reporting Plant LoadFactor (PLFs) below the expected level. However wind power generation has improved in thecurrent fiscal.

Generation from wind-based capacity at an all-India level increased by 21 per cent inthe first six months of the current fiscal as compared to the corresponding period lastfiscal. This increased generation came despite the slowdown in addition of new capacity in2017-18 and the first half of 2018-19.

Company's Performance :

Company took all efforts to operationalize maximum wind turbines.

The Company proposes to operationalise additional wind turbines during the comingmonths.

5 . COMPANY PERFORMANCE

During the Financial Year under review your Company earned total income of Rs.49.75Crores (previous years Rs.32.94 Crores). The net Profit after tax is Rs.27.17 Crores(previous year's profit of Rs.15.51 Crores).

6 . OPERATIONS OF THE COMPANY

The operations at Wind Farm site were affected due to disputes with service provider.The management has operationalised part of the wind farm with the help of other serviceprovider. Despite such problems the Company was able to generate 22.41 Million (Net)Units of power.

7 . HUMAN RESOURCES

As on 31st March 2019 the Company has 9 employees. The relations withCompany's employees are cordial.

8 . CONCERNS AND THREATS

• The Company operates in a highly regulated environment. Any change in GovernmentPolicies will adversely affect the operations of the Company.

• The Company depends on the service provider for operations and maintenance ofWind Turbines. Certain litigations against the service providers are pending before thejudicial / quasi judicial authorities. Unfavourable outcome of these litigations willadversely affect our operations.

9 . PROSPECTS FOR THE CURRENT YEAR

The Company is taking all efforts to improve the machine availability of the Wind Farmby undertaking regular maintenance and break down maintenance in a scheduled manner. TheCompany is also trying to operationalize some of the balance machines. The Company alsoexpects that going forward the electricity tariff will further increase. All this willresult in increased revenue generation and profitability.

10. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has adequate internal control systems to ensure operational efficiency andaccuracy in financial reporting and compliance of various laws and regulations.

The internal control system is supported by the internal audit process. The internalaudit is conducted by a Chartered Accountant in practice. The Audit Committee of the Boardreviews the Internal Audit process and the adequacy and effectiveness of internal auditand controls periodically.

11. SAFETY HEALTH AND ENVIRONMENT

The Company ensures safety of all its employees working at different places. Necessarysafety gadgets are provided to the employees requiring the same.

12. CAUTIONARY STATEMENT

Statements in this Report particularly those which relate to Management Discussion andAnalysis describing the Company's objectives projections estimates and expectations mayconstitute "forward looking statements" within the meaning of applicable lawsand regulations. Actual results might differ materially from those either expressed orimplied.

13. SUBSIDIARY COMPANIES

The Company has four subsidiary companies as on 31st March 2019.

The details are given in Annexure 'I'

14. PARTICULARS OF INFORMATION FORMING PART OF THE BOARD'S REPORT PURSUANT TO SECTION134 OF THE COMPANIES ACT 2013 RULE 8 OF THE COMPANIES (ACCOUNTS) RULES 2014 AND RULE 5OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES 2014

The details are given in Annexure 'II'

15. EXTRACT OF ANNUAL RETURN

The details forming part of the extract of Annual Return in Form MGT - 9 is annexedherewith as Annexure 'III' to this Report.

16. NUMBER OF MEETINGS OF THE BOARD

During the year under review eight Board Meetings were convened and held. The detailsof which are given in the Corporate Governance Report. The intervening gap between theMeetings was within the period prescribed under the Companies Act 2013 and the SecuritiesExchange Board of India (Listing Obligations & Disclosure Requirements) Regulations2015 hereinafter called "Regulations 2015".

17. DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the requirements of Section 134(5) of the Companies Act 2013 in respectof Directors' Responsibility Statement your Directors' state that:

a) in the preparation of the Annual Financial Statements for the year ended 31stMarch 2019 the applicable accounting standards have been followed along with the properexplanation relating to material departures;

b) accounting policies as mentioned in Note - 1 to the Financial Statements have beenselected and applied consistently. Further judgments and estimates have been made that arereasonable and prudent so as to give a true and fair view of the state of affairs of theCompany as at 31st March 2019 and of the profit of the Company for the yearended on that date;

c) proper and sufficient care has been taken for the maintenance of adequate accountingrecords in accordance with the provisions of the Companies Act 2013 for safeguarding theassets of the Company and for preventing and detecting fraud and other irregularities;

d) the Annual Financial Statements have been prepared on a going concern basis;

e) proper internal financial controls were in place and that the financial controlswere adequate and were operating effectively; and

f) proper systems to ensure compliance with the provisions of all applicable laws werein place and were adequate and operating effectively.

18. A STATEMENT ON DECLARATION GIVEN BY INDEPENDENT DIRECTORS

All Independent Directors have given declarations that they meet the criteria ofindependence as laid down under Section 149(6) of the Companies Act 2013 and 'Regulations2015' and also confirmed that they have complied with the Code of Independent Directorsprescribed in Schedule IV of The Companies Act 2013.

The Company has laid down a Code for the Board of Directors and Senior Management ofthe Company. The said Code is available on the website of the Company viz.www.bfutilities.com

All the Board Members and Senior Management Personnel of the Company have affirmedcompliance with the Code of Coduct.

19. COMPANY'S POLICY ON DIRECTORS' AND KMP'S APPOINTMENT AND REMUNERATION

Director's appointment and remuneration is done as per the policy for selection andappointment of Directors Key Managerial Personnel and Senior Management Personnel andtheir remuneration. The policy is appended as Annexure 'IV' to this Report.

20. ACCOUNTS AND AUDIT

a . Statutory Auditors

M/s. Joshi Apte & Co. Chartered Accountants Pune (Firm Registration No.104370W)are the auditors of the Company and will continue the audit for Financial year 2019-20.

b. Secretarial Audit

Pursuant to the provisions of Section 204 of the Companies Act 2013 and the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Company hasappointed M/s. SVD & Associates Company Secretaries to undertake the SecretarialAudit of the Company. The Report of the Secretarial Audit is annexed herewith as Annexure'V' to this Report.

c. CONSOLIDATED ACCOUNTS

The Consolidated Accounts of the Company with its subsidiaries for the year ended 31stMarch 2019 are enclosed.

21. EXPLANATION ON COMMENTS ON STATUTORY AUDITORS' AND SECRETARIAL AUDITORS' REPORTS

There are no qualifications reservations or adverse remarks or disclaimers made byM/s. Joshi Apte & Co. Statutory Auditors in their Audit Report on standaloneaccounts. M/s. SVD & Associates Practicing Company Secretary in their SecretarialAudit Report have made certain qualifications. The auditor's qualifications and Boardsexplanation thereto are summarized as under:

Auditors Qualifications Boards' explanation
A ) Secretarial Audit -
1. Minutes of subsidiary companies were not placed before the Board Meeting of the Company as required under Regulation 24(3) SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015. Will be placed before the Board in future.
2. Information to be provided to the depository(ies) as per SEBI Circular dated 28.05.2018 was provided by the Company beyond prescribed time. The delay was due to system errors noticed during uploading the data on Depository Portal.
3. The Company has not expended any amount for Corporate Social Responsibility activities required under Section 135 of the Act for the year 2018-19. The Corporate Social Responsibility (CSR) Committee is examining various areas especially on education for CSR spend. The amount will be spent as per CSR Committees recommendations.

22. PARTICULARS OF LOANS GUARANTEES OR INVESTMENT UNDER SECTION 186

During the year the Company has not made any investments other than the CurrentInvestments. The closing balances of investments which would be covered under Section 186of the Companies Act 2013 are disclosed in the Schedule of Non-Current Investments inthe Financial Statements. The details of loans and guarantees if any are in thefinancial statement of 2018-19.

23. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES REFERRED TO INSUB-SECTION (1) OF SECTION 188 OF THE COMPANIES ACT 2013

Pursuant to the provisions of Section 134 of the Companies Act 2013 read with Rule 8(2) of the Companies (Accounts) Rules 2014 the particulars of contracts or arrangementsentered into by the Company with Related Parties have been done at arm's length and are inthe ordinary course of business. Particulars are being provided in Form AOC- 2 in Annexure'VI' Related Party Disclosures as per AS -18 have been provided in to Note No.26 to theFinancial Statements.

24. STATE OF COMPANY'S AFFAIRS

Discussion on state of Company's affairs has been covered in the Management Discussionand Analysis.

25. AMOUNTS PROPOSED TO BE CARRIED TO RESERVES

Particulars of the amounts proposed to be carried to reserves have been covered as partof the financial performance of the Company.

26. MATERIAL CHANGES AND COMMITMENTS BETWEEN THE DATE OF THE BALANCE SHEET AND THE DATEOF REPORT

There have been no material changes and commitments affecting the financial position ofthe Company which have occurred between the end of the Financial Year of the Company towhich the Financial Statements relate and the date of the report except as disclosedelsewhere in this report.

27. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGO

Conservation of Energy and Technology Absorption

The particulars relating to conservation of energy technology absorption foreignexchange earnings and outgo as required to be disclosed under Section 134(3)(m) of theCompanies Act 2013 read with Rule 8 of the Companies (Accounts) Rules 2014 are annexedherewith as Annexure 'VII' to this report.

28. RISK MANAGEMENT POLICY

The Company has in place a mechanism to identify assess monitor and mitigate variousrisks to key business objectives. Major risks identified are systematically addressedthrough mitigating actions on a continuing basis. These are discussed at the meetings ofthe Audit Committee and the Board of Directors of the Company.

29. CORPORATE SOCIAL RESPONSIBILITY (CSR)

The Company has constituted a Corporate Social Responsibility (CSR) Committee inaccordance with Section 135 of the Companies Act 2013. The details of the CSR Policy andinitiatives taken by the Company towards CSR during the year are annexed as Annexure'VIII' to this Report.

30. BOARD EVALUATION

Pursuant to provisions of the Companies Act 2013 Rules thereunder and 'Regulations2015' the Board has carried out evaluation of its own performance and that of itsCommittees and individual Directors.

31. PERFORMANCE AND FINANCIAL POSITION OF EACH OF THE SUBSIDIARIES ASSOCIATES ANDJOINT VENTURE COMPANIES:

The details are given in Annexure 'I'

32. CHANGE IN THE NATURE OF BUSINESS IF ANY

There has been no change in the nature of business during the Financial Year underreview.

33. DETAILS OF DIRECTORS OR KEY MANAGERIAL PERSONNEL WHO WERE APPOINTED OR HAVERESIGNED DURING THE YEAR

Directors appointed during the year

Name of Director Designation Term of appointment
Mr. B. N. Kalyani Director Re-appointed with effect from 25th September 2018 subject to retirement by rotation
Mr. S. S. Vaidya Independent Director Resigned with effect from 30th May 2018
Mr. S. K. Adivarekar Independent Director Appointment with effect from 30th May 2018
Mr. B. S. Mitkari Whole-time Director Appointment with effect from 1st April 2019 subject to approval in ensuing Annual General Meeting

The Company has received declarations from all the Independent Directors of the Companyconfirming that they meet the criteria of independence as prescribed both under subsection (6) of Section 149 of the Companies Act 2013 and 'Regulations 2015'. The Companyhas received declarations from all Directors confirming that they are not disqualified /debarred from being appointed / reappointed as Director.

34. Employees designated as Key Managerial Personnel (KMP) during the year

NIL

35. Directors and KMP's resigned during the year

During the year Mr. S. S. Vaidya resigned as Director for the Company on 30thMay 2018. None of the KMPs resigned during the year ended 31st March 2019.

36. Directors proposed to be appointed and reappointed at the ensuing Annual GeneralMeeting

1) Mr. A. B. Kalyani (DIN : 00089430) retires by rotation at the ensuing Annual GeneralMeeting and being eligible offers himself for reappointment.

2) Mr. B. S. Mitkari (DIN : 03632549) was appointed as Additional Director by the Boardon 27th March 2019 subject to the approval of members in the ensuing AnnualGeneral Meeting. A resolution to consider and approve his appointment is included in theNotice of 19th Annual General Meeting.

The brief resumes and other details relating to Directors who are proposed to bere-appointed as required to be disclosed under 'Regulations 2015' form part of the Notesand Statement setting out material facts annexed to the Notice of the Annual GeneralMeeting.

37. NAMES OF COMPANIES WHICH HAVE BECOME OR CEASED TO BE ITS SUBSIDIARIES JOINTVENTURES OR ASSOCIATE COMPANIES DURING THE YEAR

N.A.

38. DETAILS OF DEPOSITS WHICH ARE NOT IN COMPLIANCE WITH THE REQUIREMENTS OF CHAPTER VOF THE COMPANIES ACT 2013

None.

39. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS ORTRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE

The Company has neither received nor is aware of any such order from Regulators Courtsor Tribunals during the year.

40. DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THEFINANCIAL STATEMENTS

The Company has suitable internal control system comprising of proper checks andbalances policies and procedures. This includes code of conduct whistle blower policyMIS and internal audit mechanism.

The Audit Committee along with Management review the internal audit and internalcontrols on a regular basis.

41. COMPOSITION OF AUDIT COMMITTEE

The composition of the Audit Committee has been mentioned in the Corporate GovernanceReport annexed to this Report.

42. VIGIL MECHANISM

The Company has formulated and implemented the Whistle Blower Policy / Vigil Mechanism.This has provided a mechanism for directors and employees of the Company and other personsdealing with the Company to report to the Chairman of the Audit Committee; any instance ofunethical behavior actual or suspected fraud or violation of the Company's code ofconduct. The aforesaid policy has also been uploaded on the Company's website.

43. CASH FLOW

A Cash Flow Statement for the year ended 31st March 2019 is attached to theBalance Sheet.

44. CORPORATE GOVERNANCE

A report on the Corporate Governance along with the certificate of compliance from theAuditors forms part of the Annual Report.

45. OBLIGATION OF COMPANY UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE(PREVENTION PROHIBITION AND REDRESSAL) ACT 2013

In terms of provisions of the Sexual Harassment of Women at Workplace (PreventionProhibition and Redressal) Act 2013 the Company has formulated a Policy to preventSexual Harassment of Women at Workplace. During the year under review there were no casesfiled pursuant to the Sexual Harassment of Women at Workplace (Prevention Prohibition andRedressal) Act 2013.

46. AUDITORS

1 . Statutory Auditors

At the Seventeenth Annual General Meeting held on 6th November 2017 M/s.Joshi Apte & Company Chartered Accountants (Firm Registration No.104370W) wereappointed as Statutory Auditors of the Company to hold office till the conclusion of 21stAnnual General Meeting to be held in the year 2021.

The Company has received a certificate from Auditors to the effect that they arefulfilling requirements prescribed under provisions of Section 141 of the Companies Act2013.

2 . Secretarial Audit

Pursuant to the provisions of Section 204 of the Companies Act 2013 and the Companies

(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Company hasappointed M/s. SVD & Associates Practicing Company Secretaries to undertake theSecretarial Audit of the Company. The Secretarial Audit Report is annexed herewith asAnnexure "V".

M/s. SVD & Associates Practicing Company Secretaries have also submittedSecretarial Compliance Report as laid down in SEBI Circular CIR/CFD/CMD1/27/2019 dated 8thFebruary 2019 and have also confirmed that the Company has complied with of all applicableSEBI Regulations and circulars / guidelines issued thereunder for the Financial Year2018-2019 subject to the observations given therein.

47. SECRETARIAL STANDARDS

During the year under review the Company has complied with Secretarial Standardsissued by The

Institute of Company Secretaries of India and approved by the Central Government underSection 118(10) of the Companies Act 2013 to the extent applicable.

48. ACKNOWLEDGMENTS

Your Directors wish to place on record their appreciation for the contribution madeand support provided to the Company by the shareholders employees and bankers during theyear under the report.

For and on behalf of the Board of Directors
For BF Utilities Limited
B.B. Hattarki A.B. Kalyani
Pune Director Director
25th September 2019 DIN:00145710 DIN:00089430

ANNEXURE I TO THE DIRECTORS' REPORT

SUBSIDIARY COMPANIES

PERFORMANCE AND FINANCIAL POSITION OF EACH OF THE SUBSIDIARIES ASSOCIATES AND JOINTVENTURE COMPANIES FOR THE YEAR 1st APRIL 2018 TO 31st MARCH 2019 :

Name and Registered Office of the Subsidiary Company % Holding Particulars Amount
(Rs. in lakhs)
Nandi Infrastructure Corridor Enterprises Limited 74.52 Total Income 137.02
No 1 Midford House Midford Total Expenditure 453.71
Gardens Off M.G. Road Profit / (Loss) before exceptional items and taxation (316.69)
Bangalore Karnataka - 560001 Exceptional items -
Profit / (Loss) before taxation (316.69)
Provision for tax (including Deferred Tax) (54.44)
Net Profit / (Loss) 262.25
Balance of Profit / (Loss) from previous year (1644.05)
Less: Proposed Dividend -
Less : Dividend Distribution Tax -
Less : Transferred to General Reserve -
Balance carried to Balance Sheet (1906.30)
Nandi Economic Corridor Enterprises Limited 40.41 Total Income 36969.18
No.1 Midford House Midford Total Expenditure 31511.60
Gardens Off M.G. Road Profit / (Loss) before exceptional items & taxation 5457.58
Bangalore Karnataka - 560001 Exceptional Items 1519.55
Profit (Loss) before taxation 3938.03
Provision for tax (including Deferred Tax) -
Net Profit / (Loss) 3938.03
Balance of Profit / (Loss) from previous year (86399.93)
Less: Proposed Dividend -
Less: Dividend Distribution Tax -
Balance carried to Balance Sheet (82461.90)
Nandi Highway Developers Limited 69.53 Total Income 7805.39
No.1 Midford House Midford Total Expenditure 3396.51
Garden Off M.G. Road Profit / (Loss) before exceptional items & taxation 4408.88
Bangalore Karnataka - 560001 Exceptional Items -
Profit / (Loss) before taxation 4408.88
Provision for tax (including Deferred Tax) 865.14
Net Profit / (Loss) 3543.74
Other comprehensive Income (0.95)
Balance of Profit / (Loss) from previous year 5501.59
Less: Transfer to General Reserve -
Less: Proposed / Interim Dividend 3940.00
Less: Dividend Distribution Tax 807.42
Balance carried to Balance Sheet 4296.96
Avichal Resources Private Limited 100 Total Income 6.05
Cyber City Tower No.15 Total Expenditure 1.70
Level 6 Office No.602 Profit / (Loss) before taxation 4.35
Magarpatta City Hadapsar Provision for tax (including Deferred Tax) 1.56
Pune - 411013 Net Profit / (Loss) 2.79
Balance of Profit / (Loss) from previous year 24.30
Less: Proposed Dividend -
Less : Dividend Distribution Tax -
Less : Transferred to General Reserve -
Balance carried to Balance Sheet 27.09

For further details refer Note No. 36 to the Consolidated Financial Statements.

INFORMATION FORMING PART OF THE DIRECTORS' REPORT PURSUANT TO RULE 5 OF THE COMPANIES(APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES 2014

Sr. No. Particulars Name of Director Ratio
I. The ratio of remuneration of each director to the median remuneration of the employees of the Company for the financial year N.A. as no remuneration except sitting fee is paid to any Director. During the financial year (except for provision of commission)
II. The percentage increase in remuneration of each director Chief Financial Officer Chief Executive Officer Company Secretary or Manager if any in the financial year Name of Director / KMP Percentage +/(-) in the remuneration
Mr. B.S. Mitkari - + 11.00%
CEO & Company Secretary
Mr. S.S. Joshi - CFO + 10.00%
III. The percentage increase in the median remuneration of employees in the financial year 8.00%
IV. The number of permanent employees on the rolls of Company 9
V. Average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration 8.00%
The increase in remuneration is as per the industry practice.
VI. Affirmation The Board affirms that the remuneration is as per the Nomination and Remuneration policy of the Company.
VII. Statement showing the names of the top ten employees interms of remuneration drawn and the names of every employee who - Mr. B. S. Mitkari
CEO & Company Secretary
B. Com FCS AICWA
(i) if employed throughout the financial year was in receipt of remuneration for that year which in the aggregate was not less than One Crore Two Lakhs Rupees; Experience - 30 years
Date of Commencement of Employment :
24th August 2001
Age - 52 years
(ii) if employed for a part of the financial year was in receipt of remuneration for any part of that year at a rate which in the aggregate was not less than Eight Lakhs Fifty Thousand Rupees per month; Last employment -
Ador Powertron Industries Ltd.
% age of equity share held - NIL
Nature of Employment - Permanent
Remuneration - Rs.10597875/-
(iii) if employed throughout the financial year or part thereof was in receipt of remuneration in that year which in the aggregate or as the case may be at a rate which in the aggregate is in excess of that drawn by the Managing Director or Whole-time Director or Manager and holds by himself or along with his spouse and dependent children not less than two percent of the equity shares of the Company.

ANNEXURE VI TO THE DIRECTORS' REPORT

Form No. AOC-2

(Pursuant to clause (h) of sub-section (3) of section 134 of the Act and Rule 8(2) ofthe Companies (Accounts) Rules 2014)

Form for disclosure of particulars of contracts/arrangements entered into by theCompany with related parties referred to in sub-section (1) of section 188 of theCompanies Act 2013 including certain arms length transactions under third proviso thereto

1 . Details of contracts or arrangements or transactions not at arm's length basis

a. Name(s) of the related party and nature of relationship NIL
b. Nature of contracts/arrangements/transactions NIL
c. Duration of the contracts/arrangements/transactions NIL
d. Salient terms of the contracts or arrangements or transactions including the value if any NIL
e. Justification for entering into such contracts or arrangements or transactions NIL
f. Date(s) of approval by the Board NIL
g. Amount paid as advances if any NIL
h. Date on which the special resolution was passed in general meeting as required under first proviso to section 188 NIL

2 . Details of material contracts or arrangement or transactions at arm's length basis

a. Name(s) of the related party and nature of relationship Bharat Forge Limited
b. Nature of contracts / arrangements / transactions Sale of Wind Power
c. Duration of the contracts / arrangements / transactions On going basis from April 1 2015
d. Salient terms of the contracts or arrangements or transactions including the value if any In tune with market parameters Estimated annual value of Rs. 500 Million
e. Date(s) of approval by the board if any N.A.
f. Amount paid as advances if any NIL

 

For BF Utilities Limited
B.B. Hattarki A.B. Kalyani
Pune Director Director
25th September 2019 DIN:00145710 DIN:00089430

ANNEXURE VII TO THE DIRECTORS' REPORT

Information as per Section 134(3)(m) of the Companies Act 2013 read with Rule 8(3) ofthe Companies (Accounts) Rules 2014 forming part of the Directors' Report for the yearended 31st March 2019.

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGO

A . Conservation of Energy and Technology Absorption

i) Steps taken for Conservation of Energy : The operations of the Company do notconsume much energy

ii) Steps taken for utilizing alternate source of energy ; The Company is in thebusiness of generating wind energy.

iii) The Capital Investment on energy conservation equipment : Nil during the yearunder reference.

B. Technology Absorption :
i) Efforts made towards technology absorption N.A.
ii) The benefits derived like product improvement cost reduction product development import substitution N.A.
iii) In case imported technology (imported during the last 3 years reckoned from the beginning of the financial year)

 

Details of Technology imported (product) Year of Import Has technology been fully absorbed If not fully absorbed areas where absorption has not taken place and the reasons thereof
NIL NIL NIL NIL

iv) Expenditure on Research and Development : NIL.

C. Foreign Exchange Earning and Outgo :
(a) Activities relating to Exports initiatives taken to increase exports development of new export markets for products and services and export plans N.A.
(b) Total foreign exchange earnings and outgo for the financial year is as follows:
i) Total Foreign Exchange earning NIL
ii) Total Foreign Exchange outgo NIL