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Bhagheeratha Engineering Ltd.

BSE: 522136 Sector: Infrastructure
NSE: N.A. ISIN Code: INE869E01012
BSE 05:30 | 01 Jan Bhagheeratha Engineering Ltd
NSE 05:30 | 01 Jan Bhagheeratha Engineering Ltd

Bhagheeratha Engineering Ltd. (BHAGHEERATHAENG) - Director Report

Company director report

Your Directors present the 42nd Annual Report together with the Audited Accounts of theCompany for the Financial Year 2017-18.

01 Financial Highlights

The financial results for the current financial year as well as the previous financialyear are tabulated and given below in a summarized form.

Year ended 31st March 2018 Year ended 31st March 2017
(Rs. in lakhs) (Rs. in lakhs)
Total income (including exceptional income) 1598.80 1387.97
Profit before depreciation 1073.33 607.42
Profit before tax 1062.32 594.01
Profit after Tax (including Deferred Tax) 1070.64 (372.44)

It may be observed that the Company has made a profit of Rs.1062.32 Lakhs before taxduring the year as against Rs.594.01 Lakhs during 2016-17. The profits arose on account ofthe following:

a) An arbitration award was received from NHAI for the work of Karoor Road Projectwhich was executed by the Company in 2002 under the Joint Venture name of BEL-TBL.

b) A settlement arrived at with M/s Vedanta Aluminium Limited in respect of aterminated Project.

Out of the above receipts the Company has acquired some Fixed Assets which isreflected in the Schedule forming part of the Balance Sheet.

The current year also the Company has got sufficient tax shield as depreciationallowance as such is only liable to pay Minimum Alternative Tax on book profit undersection 115JB of the Income Tax Act.

Your Directors confirm that there has been no material changes and commitmentsaffecting the financial position of your Company which occurred between the end of thefinancial year to which the Financial Statements relate and the date of this AnnualReport. The state of the Company's affairs is as given above.

02. Liabilities with Banks and other Financial Institutions

A specific loan of Rs.24 Lakhs including interest provided payable to Indus Ind Bankwas removed from the books of accounts based on confirmation received from them.

03 Dividend & Transfer to Reserve

The Company is still having a negative net worth and hence no dividend is recommended.There were no transfers to the General Reserves during the year under Report.

04 Present Status And Future outlook

In the year under review also the Company has not undertaken any construction projectsdue to absence of required pre-qualification criteria and other resources. However wekeep a vigil on the area and activities where the Company can make a restart on businessactivities.

05 Orders from Regulatory Authorities Impacting going concern status of the Company

There are no such orders from any regulatory authorities Courts or Tribunal.

06 Details of subsidiaries and Joint Venture Associates

Your Company does not have any subsidiary within the meaning of the CompaniesAct2013.A statement showing the names of Joint Venture Companies and Associate Companiesare given below:-

Description of relationship Names of related parties
PATI -BEL Joint Venture Delhi
Associates and Joint Ventures PATI -BEL Joint Venture Kochi
BEL-TBL Joint Venture Kochi
BEL-ACC Joint Venture Kochi
BEL-ABL Joint Venture Kochi

07 Fixed Deposits

The Company does not have Deposits as contemplated under Chapter- V of the CompaniesAct 2013. Further the Company has not invited or accepted any such deposits during theyear ended 31st March 2018.

08. Auditors

The Company proposes to continue the services of the Auditors M/s. Sankar & Moorthyfor the financial year 201819 also and they would retire at the forthcoming Annual GeneralMeeting. The Auditors have already given their written consent for reappointment.

09 Auditors ‘ Report

The observation of the Auditors in their Report read with relevant Notes to theAccounts are self explanatory and give complete information and addresses theobservations if any.

10 Annual Return

The extracts of Annual Return pursuant to the provisions of Section 92(3) of theCompanies Act 2013 read with Rule 12 of the Companies (Management and Administration)Rules 2014 in the prescribed Form MGT-9 is annexed herewith as Annexure.

11 Other disclosures

a. Conservation of Energy

Energy conservation measures are taken in all activities of the Company by carefulmonitoring and implementation of suitable measures for optimizing energy consumption.

b. Research & Development &Technology Absorption

On account of the nature of operations of the Company no special efforts have been putin this regard.

c. Foreign Exchange earnings and outgo

No foreign exchange was used or earned during the year and previous year.

12 Directors

i) Sad Demise of Chairman

Due to the sudden demise E S Menon Chairman of the Company ceased to be a Directorw.e.f. 29th November 2017. The Directors place on record their high appreciation for hisvaluable guidance and support received during his tenure as Director(Finance) Chairmanand Chairman of the Audit Committee.

ii) Retirement & Re-election

Shri. Jortin Antony is retiring by rotation at this Annual General Meeting. He beingeligible offers himself for re-appointment as a Director liable to retire by rotation.

iii) Resignation

There is no case of resignation during the year.

13 Number of Board Meetings

During the Financial Year six meetings of the Board of Directors were held.

14 Particulars of Employees and Key Managerial Personnel (KMP)

The information required pursuant to Section 134 and 197 read with relavant Rules theremuneration and other details of KMP for the year ended 31st March 2018 are given in theextract of the Annual Return.

15 Risk Management Policy

The Board of Directors look into the element of risk associated with the Company. Atpresent the Company has not identified any element of risk which may threaten theexistence of the Company.

16 Key Management Personnel etc

Managing Director Mr. Tomy C Madathil
Enterprises owned or significantly influenced by key management personnel or their relatives Bhagheeratha Energy Controls Ltd.

The Company is not having any on going projects in collaboration with the JointVentures and Associate Companies.

17 Compulsory Delisting

The BSE Limited has written a letter dated 3rd July 2018 forwarding the Order of theDelisting Committee of BSE Limited passed under Regulation 22 of Chapter V under theSecurities and Exchange Board of India (Delisting of Equity Shares) Regulations 2009(Delisting Regulations) r/w Section 21A of the Securities Contracts (Regulation) Act1956 the Securities Contracts (Regulation) Rules 1957 and the Rules Bye-Laws andRegulations of BSE Limited in the matter of compulsory delisting of equity shares of theCompany from the Exchange.

18 Bankers

Your Directors place on record their sincere gratitude to the banks who have extendedsupport in the past and present as well.

19 Directors' Responsibility Statement

Pursuant to the requirements under Section 134(3)(c) of the Companies Act 2013 (theAct) with respect to the Directors' Responsibility Statement your Directors based ontheir knowledge and belief and the information and explanations obtained confirm that:

(a) in the preparation of the annual accounts the applicable accounting standards hadbeen followed along with proper explanation relating to material departures;

(b) accounting policies are selected and applied consistently and judgments andestimates are made that are reasonable and prudent so as to give a true and fair view ofthe state of affairs of your Company for the financial year ended 31st March 2018 and ofthe profit and loss of your Company for the financial year ended 31st March 2018;

(c) proper and sufficient care has been taken for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013 forsafeguarding the assets of your Company and for preventing and detecting fraud and otherirregularities;

(d) annual accounts are prepared for the financial year ended 31st March 2018 on a‘Going Concern' basis;

(e) internal financial controls have been laid down and followed by your company andthat such internal financial controls are adequate and were operating effectively;

(f) proper systems have been devised to ensure compliance with the provisions of allapplicable laws and that such systems were adequate and operating effectively.

20 Internal Financial Control

The Board has adopted the policies and procedures for ensuring the orderly andefficient conduct of its business including adherence to the Company's policies thesafeguarding of its assets the prevention and detection of frauds and errors theaccuracy and completeness of the accounting records and the timely preparation of reliablefinancial statements. The Company has a process in place to continuously monitor the sameand identify gaps if any and implement new/or improved controls whenever effect of suchgaps would have material effect on the Company's operations.

21 Particulars Of Contracts Or Arrangements Made With Related Parties

During the year the Company had not entered into anycontract/arrangements/transactions with Related Party which could be considered materialin accordance with the policy of the Company.

22 Particulars of Loans Guarantees or Investments Made Under Section 186 of TheCompanies Act 2013

There were no loans guarantees or investments made by your Company under Section 186of the Companies Act 2013 during the year under review and hence the said provision isnot applicable.

23 Vigil Mechanism

Provisions of vigil mechanism were not applicable to the Company during the year underreview.

24 Details of Frauds reported by the Auditors to the Board

There were no frauds reported by the Auditors to the Board during the year underreview.

25 Secretarial Standards

The Company has complied with the provisions of the Secretarial Standards during theyear under review.

26 Disclosure under The Sexual Harassment of women at workplace (PreventionProhibition and Redressal) Act 2013

There were no complaints reported under The Sexual Harassment of women atworkplace(Prevention prohibition and Redressal) Act 2013 during the year under review.

27. The Company is having a website ie and annual return of thecompany has been published

on such website.

28 Acknowledgement

Your Directors thank the Central and State Governments and other Institutions which arehaving business dealings with the Company for their continued support and co-operation.The Directors are also placing on record their appreciation for the services rendered byemployees at all levels.

For and on behalf of the Board of Directors
Sd/- Sd/-
Date : 20th August 2018 Director Managing Director
(DIN:01413965) (DIN:00111597)