Your Directors have pleasure in presenting the Twenty Fifth Annual Report of yourCompany together with the audited statement of accounts for the year ended 31st March2018.
The attached Financial Statements for the year ended 31.03.2018 have been prepared inaccordance with Indian Accounting Standards ("Ind AS") consequent to theNotification of the Companies (Indian Accounting Standards) Rules2015 issued by TheMinistry of Corporate Affairs.The company has restated its Balance Sheet as at 01.04.2016and financial statements for the year ended 31.03.2017 for the first time as per Ind AS.
Rs in lakhs
|Particulars ||Year ended 31.03.2018 ||Year ended 31.03.2017 |
|Net Sales ||18330.91 ||20279.27 |
|Other income ||76.83 ||198.01 |
|Operating profit (PBDIT) ||1235.76 ||1332.54 |
|Depreciation ||(292.06) ||(383.60) |
|Interest ||(691.81) ||(694.27) |
|Profit Before Exceptional Items and Tax ||251.89 ||254.67 |
|Exceptional Items ||(827.12) ||- |
|Profit after Exceptional Items and Tax ||(575.23) ||254.67 |
|Provision for tax (Incl. deferred tax) ||445.06 ||(155.81) |
|Profit after tax ||(130.17) ||98.86 |
|Earning per share (EPS) ||(2.09) ||1.96 |
|Diluted EPS ||(2.02) ||1.96 |
The Board of Directors are pleased to inform that the company has achieved a turnoverof Rs18673 Lakhs (Rs21879 Lakhs). The net revenue from operations for the current year isRs 18331 Lakhs ( Rs20279 Lakhs). The Loss before tax for the year is Rs 575 Lakhs asagainst the profit of Rs255 Lakhs during the preceding year.
Exceptional items-Fire accident impact:
During the year a fire accident occurred in the Block-III at the factory premises ofthe company on 20-05-2017 which caused extensive damage to the Civil structures Plant& Equipment Electrical Installations and stocks.The company has made an assessment ofloss and lodged claim of Rs 1693.14 Lakhs with the insurance company towards damagesuffered. Insurance company has assessed the loss and released an adhoc payment of Rs866.03 Lakhs pending final settlement and the company had disclosed the loss net ofinsurance claim received as an exceptional item in the statement of profit and loss.
However the production Block-III was commissioned successfully on 28th March 2018.
Your Directors did not recommend any dividend for the financial year 2017-18.
The Board of Directors duly met 6 times during the financial year from 1st April 2017to 31st March 2018. The meetings were held on 22nd May 2017 29th August 2017 22ndSeptember 2017 27th October 2017 04th December 2017 and 12th February 2018.
In accordance with the provisions of the Companies Act 2013 Sri D. Sadasivudu (DIN:00017637) retires from office by rotation and being eligible offer himself forre-appointment at the ensuing Annual General Meeting of the Company. The information onthe particulars of Director eligible for appointment in terms of Regulation 33 of SEBI(Listing Obligations and Disclosure Requirement) Regulations 2015 has been provided inthe notes to the notice convening the Annual General Meeting.
Independent Directors Declaration:
The Independent Directors have confirmed and declared that they are not disqualified toact as an Independent Director in compliance with the provisions of Section 149 of theCompanies Act 2013 and the Board is also of the opinion that the Independent Directorsfulfill all the conditions specified in the Companies Act 2013 making them eligible toact as Independent Directors.
Evaluation of the Board's Performance:
In compliance with the Companies Act 2013 and Regulation 17(10) of SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 the performance evaluation ofthe Board was carried out during the year under review. More details on the same are givenin the Corporate Governance Report.
Directors' responsibility statement:
Pursuant to the requirement under Section 134(5) of the Companies Act 2013 yourDirectors confirm as under:
I. In the preparation of the annual accounts the applicable accounting standards readwith requirements set out under Schedule III to the Companies Act 2013 have been followedand there are no material departures from the same. II. The Directors have selected suchaccounting policies and applied them consistently and made judgments and estimates thatare reasonable and prudent so as to give a true and fair view of the state of affairs ofyour Company at the end of the financial year ended 31st March 2018 and the loss of theCompany for the year under review.
III. The Directors have taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of the Companies Act 2013for safeguarding the assets of the Company and for preventing and detecting fraud andother irregularities.
IV. The Directors have prepared the annual accounts on a going concern' basis.
V. The Directors have laid down internal financial controls to be followed by thecompany and that such internal financial controls are adequate and operating effectively.
VI. The Directors have devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.
Management Discussion and Analysis:
The Management Discussion and Analysis Report for the year under review as stipulatedunder SEBI (LODR) Regulations 2015 is presented in a separate section forming part of theAnnual Report as Annexure-II.
Pursuant to the provisions of section 139 of the Companies Act 2013 the members atthe Annual General Meeting of the Company held on 26th September 2017appointed M/s . S.Singhvi& Co. Chartered Accounted (FRN: 003872S) as statutory auditors of the Companyfrom the conclusion of 24th Annual General Meeting till the conclusion of 29th AnnualGeneral
Meeting covering one term of five consecutive years subject to ratification by themembers at each intervening Annual General Meeting.
In view of the amendment to the said section 139 through the Companies (Amendment) Act2017 notified on 7 May 2018 ratification of auditors' appointment is no longer required.The statutory audit report for the year 2017-18 does not contain any qualificationreservation or adverse remark or disclaimer made by statutory auditor.
The Board of Directors has on the recommendation of Audit Committee approved theappointment of M/s. Sagar & Associates Cost Accountants Hyderabad as Cost Auditorsof the company for the year 2018-2019 at a remuneration of Rs 75000. The proposedremuneration of the Cost Auditors would be approved by the members in the ensuing AGM. TheCost Audit Report for the year 2016-17 has been filed under XBRL mode within the due date.
The Cost AuditReport for the F.Y 2016-17 does not contain any qualificationreservation or adverse remark.
Pursuant to the provisions of Section 204 of the Companies Act 2013 and Rule 9 of theCompanies (Appointment and Remuneration of Managerial Personnel) rules 2014 The Companyhas appointed M/s. Naresh Tiwari & Associates Practising company secretaries toundertake the Secretarial Audit of the Company for the financial year 2017- 18. TheSecretarial Audit Report issued in Form MR-3 is in Annexure - III to this Report.
There are no qualifications Reservations or adverse remarks in the Secretarial AuditReport.
During the year the company has issued 2740000 equity shares and 516000 convertiblewarrants on preferential basis to promoter and non-promoter group each at a price ofRs181/-(Including premium of Rs 171/-). The paid up capital of the company has beenincreased from Rs50537000 divided into 5053700 equity shares of Rs 10/- each to Rs77937000 divided into 7793700 equity shares of Rs 10/- each.
The committee comprises of Shri D. Ranga Raju Shri Sudhakar Kudva and Shri ChandraSekhar Singavarapu. The Chairman of the Committee is Shri Sudhakar Kudva who is anon-executive Independent Director. The Company Secretary is the Secretary to thecommittee. During the year under review four (4) meetings of the audit committee wereheld.
In pursuance of the provisions of section 177(9) & (10) of the Companies Act 2013a Vigil Mechanism for Directors and employees to report genuine concerns has beenestablished. The Vigil Mechanism Policy has been uploaded on the website of the Company atwww.bhagirad.com/reports/vigil mechanism/ vigil mechanism policy link.
Stakeholder Relationship Committee:
Stakeholder Relationship Committee comprises of Shri.D. RangaRaju as Chairman and ShriSudhakar Kudva and Shri D. Sadasivudu as members. The details of terms of reference of theCommittee members dates of meeting held and attendance of the Directors are givenseparately in the Corporate Governance Report.
Internal Financial Controls:
The Company has in place adequate internal financial controls with reference tofinancial statements. During the year such controls were tested and no reportablematerial weakness in the design or operation was observed.
Conservation of energy Technology absorption Foreign Exchange earnings & outgo:
The particulars as required to be disclosed pursuant to Section 134(3)(m) of theCompanies Act 2013 read with Companies (Accounts) Rules 2014 are given to the extentapplicable in the Annexure forming part of this Report enclosed as Annexure - I.
Corporate Social Responsibility (CSR):
During the year the provisions relating to CSIR policy under of section 135 read withSchedule VII of the Companies Act 2013 do not apply to the company. Hence the companyhas not contributed towards CSR Activity.
Extract of Annual Return:
As required pursuant to section 92(3) of the Companies Act 2013 and rule 12(1) of theCompanies (Management and Administration) Rules 2014 an extract of annual return in MGT9 forms part of this Annual Report as Annexure-V. Subsidiaries Joint ventures andAssociate Companies: During the year under review the company does not have anysubsidiaries joint ventures and associated companies. Fixed Deposits:
Your Company has not accepted any fixed deposits and as such no amount of principalor interest was outstanding as on the date of the Balance Sheet.
Particulars of Loans Guarantees or Investments:
The Company has not granted any Loans Investments Guarantees and securities
Disclosure as per The Sexual Harassment of Women at workplace (PreventionProhibitionand Redressal) Act 2013:
The company has a policy on prohibition prevention and redressal of Sexual Harassmentof women at workplace and matters connected there with or incidental there to covering allthe aspects as contained under "The Sexual Harassment of women at workplace(Prohibition Prevention and Redressal) Act 2013".
During the financial year 2017-18 no complaint was received under the policy
Particulars of Employees:
During the year none of the employees has received remuneration more than the limitsspecified under the Section 197(12) of the Companies Act 2013 readwith Rules 5(2) and35(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014.
Total no of employees in the company as on 31st March 2018 is 299.
Remuneration of the Directors / Key Managerial Personnel (kmp) / employees:
The information required pursuant to Section 197 read with Rule 5 of The Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 and Companies(Particulars of Employees) Rules 1975 in respect of employees of the company andDirectors is furnished in MGT-9.
Listing with Stock Exchange:
The Board of Directors confirms that the annual listing fees has been paid for theyear 2018-2019 to BSE where the Company's Shares are listed.
Dematerialization of shares:
99.52% of the company's paid up Equity Share Capital is in dematerialized form ason 31st March 2018 and balance 0.48% is in physical form. The Company's Registrarsare M/s. XL Softech Systems Ltd. having their registered office at Plot No.3 SagarSociety Road No.2 Banjara Hills Hyderabad - 500 034.
Corporate Governance and Shareholders Information:
Your Company has taken adequate steps to adhere to all the stipulations laid down inthe SEBI (LODR) Regulations 2015. A report on Corporate Governance is included as a partof this Annual Report. Certificate from the Statutory Auditors of the company confirmingthe compliance with the conditions of Corporate Governance as stipulated under SEBI (LODR)Regulations 2015 is attached to this report as Annexure - VI.
Risk and area of concern:
The company has laid down a well defined risk management mechanism covering the riskmapping and trend analysis risk exposure potential impact and risk mitigation process. Adetailed exercise is being carried out to identify evaluate manage and monitor andnon-business risks. The Audit Committee and the Board periodically review the risks andsuggest steps to be taken to manage/mitigate the same through a properly definedframework.
During the year a risk analysis and assessment was conducted and no major risks werenoticed which may threaten the existence of the company.
Related Party Transactions:
All related party transactions are in the ordinary course of business and at arm'slength basis which are not material in nature. All related party transactions are withthe approval of the Audit Committee and periodically placed before the Board for review.The Particulars of transactions during the year as AOC-2 is enclosed in Annexure - IV.
Research & Development:
R&D continues to do a good job in process development. Over the years it hasadapted to changing and difficult times and has been contributing to the current needs ofthe Company by maximum utilization of its existing resources. It has endeavored togenerate revenues by way of development of new products and various developments inprocesses.
Safety Health Environment and Quality:
The Company is committed to excellence in safety health environment and qualitymanagement. It accords the highest priority to the health and safety of its employeescustomers and other stakeholders as well as to the protection of the environment. Themanagement of your Company is focused on continuous improvement in these areas which arefundamental to the sustainable growth of the Company.
The Directors take this opportunity to thank all the stakeholders for their support andco-operation.
| ||For and on behalf of the Board |
|Date : 26.05.2018 ||D. Ranga Raju |
|Place : Hyderabad ||Chairman |