The Directors of your Company have pleasure in presenting Tenth Annual Report and theCompany's Audited Financial Statement for the Financial Year ended March 31 2019.
1. Financial summary or highlights/ Performance of the Company (Standalone):
The financial performance of the Company for the Year ended 31st March 2019 is assummarized below:
(Rs. In Lakh)
|Particulars ||2018-19 ||2017-18 |
|Gross Turnover & Other Income ||2295.50 ||2249.09 |
|Profit /(Loss) before Exceptional Item Interest Depreciation & Taxation ||1278.99 ||(591.81) |
|Less : Exceptional Item ||- ||- |
|Profit /(Loss) before Interest Depreciation & Taxation ||1278.99 ||(591.81) |
|Less Interest ||18.14 ||49.99 |
|Profit / (Loss) before Depreciation & Taxation ||1260.85 ||(641.80) |
|Less Depreciation ||347.32 ||493.26 |
|Profit / (Loss) before tax ||913.53 ||(1135.06) |
|Less Provision for Taxation (Incl. Deferred Tax) ||- ||- |
|Net Profit / (Loss) for the year ||913.53 ||(1135.06) |
|Add/ (less) Balance brought forward from previous Year ||(4197.94) ||(3062.88) |
|Add/ (less) Retain Value of Assets ||913.53 ||- |
|Balance Carried to Balance Sheet ||(3284.41) ||(4197.94) |
2. Performance Review: For the year 2018-19 the Turnover of the Companystood at Rs. 2295.50 Lakh and Profit earned was Rs. 913.53 Lakh.
3. Extract of Annual Return: Extract of Annual Return in form MGT-9 asprovided under sub-section (3) of section 92 is appended to this report as Annexure- 1.
4. Number of meetings of the Board of Directors: During the year 2018-19 7meeting of the Board of Directors held.
5. Directors' Responsibility Statement: The Directors' ResponsibilityStatement referred to in clause (c) of subsection (3) of Section 134 of the Companies Act2013 shall state that:
a) in the preparation of the annual accounts the applicable accounting standardshad been followed along with proper explanation relating to material departures;
b) the directors had selected such accounting policies and applied themconsistently and made judgments and estimates that are reasonable and prudent so as togive a true and fair view of the state of a airs of the company at the end of thefinancial year and of the Profit and loss of the company for that period;
c) the directors had taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of this Act for safeguardingthe assets of the company and for preventing and detecting fraud and other irregularities;
d) the directors had prepared the annual accounts on a going concern basis; and
e) the directors had devised proper systems to ensure compliance with theprovisions of all applicable laws and that such systems were adequate and operatingeffectively.
6. Auditors' Report: As regards Auditors remarks in the Audit reportcomments of the Board of Directors are as under:
a) Auditor Remark: The Company has sent letters to customers in respect oftrade receivables for confirming balances as at March 31 2019 but in most of the casesthe customers have not sent written confirmation confirming the balance outstanding as atMarch 31 2019. In the absence of confirmation any provision to be made for adversevariation in the carrying amounts of trade receivable is not quantified.
Boards Comments on the same: The Board considers all outstanding balance ofcustomers as on 31st March 2019 as good and recoverable excepting those considereddoubtful and provided for during the financial year 2018-19.
b) Auditor Remark: The Company has sent balance confirmation letters to partieswho are not covered in the register maintained under section 189 of the Companies Act2013 but in most of the cases the company have not received written confirmationconfirming the balance outstanding as at March 31 2019. Further in respect of loansgranted repayment of the principal amount was not as stipulated and payment of interesthas also not been regular.
Boards Comments on the same: The Board considers all outstanding balance ofcustomers as on 31st March 2019 are subject to provision.
c) Auditor Remark: The lender Bank of Bilpower Limited has pursuant to certaincorporate guarantee given by the Company demanded from the Company their dues fromBilpower Limited amounting to र 215.82 crores. No provision has been made in theaccounts for the probable loss that may arise on account of above demand of र 215.82crores.
Boards Comments on the same: Bilpower Limited the Borrower in whose favor theCompany has given corporate guarantee to State Bank of India has informed the Companythat they are in negotiation with the Lender Bank for settlement/ Re-schedulement of duesand hence no provision has been made in the account.
d) Auditor Remark: The Company has not provided for interest payable to State Bankof India amounting to र 1663.33 Lakhs for year ended 31st March 2019. The companyhas also not made any provision for penal interest claimed by Bank. As a result the profitfor the year ended 31st March 2019 is overstated by र 1663.33 Lakhs & Currentliabilities as at 31st March 2019 are also understated by र 1663.63 Lakhs and alsoReserves are overstated by र 1663.33 Lakhs. The amount of penal interest cannot bequantifiied as the details have not been received from the bank. Also for the financialyear 2017-18 2016-17 2015-16 & 2014-15 the company has not provided for interestpayable to State Bank of India amounting to र 5030.35 lakhs and as a result theaccumulated losses in the Balance Sheet are understated by र 6693.68 Lakhs upto 31stMarch 2019.
Boards Comments on the same: Based on the Legal advice received by the Company ithas been decided not to provide any interest on liability of State Bank of India.
e) Auditor Remark: The Company has not conducted periodic physical verification ofinventory at reasonable intervals in the respect of traded stock at Mumbai Head Officethe details of finished goods stock storage location not available for our verification.
Boards Comments on the same: Management had properly observed the inventoryat regular intervals.
f) As regards Auditors' remarks in Annexure to their report under Item No. 7 a)& 7 b) with respect to nonpayment of Maharashtra VAT Professional Tax Excise thesame is self-explanatory.
g) As regards Auditors' remarks in Annexure to their report under Item No. 8 withrespect to default in repayment of dues to banks the same is self-explanatory.
7. Loan and Investment by Company: Details of Loans Guarantees andInvestments covered under the provisions of Section 186 of the Companies Act 2013 ifany are given in the notes to the Financial Statements.
However the Company have not been complied the provisions of Section 186 of theCompanies Act 2013 in respect of some of the transactions specified in the notes to theFinancial Statement.
8. Particulars of contracts or arrangements with related parties: Theparticulars of every contract or arrangements entered into by the Company with relatedparties referred to in sub-section (1) of section 188 of the Companies Act 2013 includingcertain arm's length transactions under third proviso thereto is given in Form No. AOC-2as Annexure- 2.
9. Reserves: : In the financial year 2018-19 reserve maintained with the Company isRs. 913.53 Lakh while in year 2017-18 reserve was Rs. (889.41).
10. Dividend: Your Directors do not recommend any dividend for the financial year2018-19.
11. Material changes and commitments if any affecting the financial position of thecompany which have occurred between the end of the financial year of the company to whichthe financial statements relate and the date of the report: No such Material changesoccurred subsequent to the close of the financial year of the Company to which the balancesheet relates and the date of the report.
12. Conservation of energy technology absorption and foreign exchange earnings andoutgo: The details of conservation of energy technology absorption foreign exchangeearnings and outgo are as follows:
A. Conservation of energy:
i. the steps taken or impact on conservation of energy: NIL;
ii. the steps taken by the company for utilising alternate sources of energy: NIL;
iii. the capital investment on energy conservation equipments: NIL.
B. Technology absorption:
i. the e orts made towards technology absorption: NIL;
ii. the benefits derived like product improvement cost reduction product developmentor import substitution: NIL;
iii. in case of imported technology (imported during the last three years reckoned fromthe beginning of the financial year)-
a) the details of technology imported: NIL;
b) the year of import: NIL;
c) whether the technology been fully absorbed: NIL;
d) if not fully absorbed areas where absorption has not taken place and the reasonsthereof: NIL; and
iv. the expenditure incurred on Research and Development: NIL.
C. Foreign exchange earnings and Outgo: The Foreign Exchange earned in terms ofactual in lows during the year and the Foreign Exchange outgo during the year in terms ofactual outflows: In low: Nil and Out low: Rs. 10.29 Lakh.
13. Risk management policy: The Company has been addressing various risks impactingthe company reviewing the risk management plan and ensuring its effectiveness. The AuditCommittee has additional oversight in the area of financial risks and controls. Majorrisks identified by the businesses and functions are systematically addressed throughmitigating actions on a continuing basis. The development and implementation of riskmanagement policy has been covered in the Management Discussion and Analysis report.
14. Change in the nature of business if any: No
A) Changes in Directors and Key Managerial Personnel:
During the year No changes has been made in the composition of the Board of Directors.
B) Declaration by an Independent Director(s) and re- appointment if any:
A declaration by an Independent Director that they meet the criteria of independence asprovided in sub- section (6) of Section 149 of the Companies Act 2013 has been disclosedby the Independent Director to the Company.
C) Formal Annual Evaluation:
The Board has formulated a Code of Conduct policy for formal annual evaluation purposewhich has been made by the Board of its own performance and that of its committees andindividual directors.
16. Committee of the Board:
The Company has constituted an Audit Committee Nomination and Remuneration Committeeand Stakeholders Relationship Committee as per the provisions of Companies Act 2013 andSEBI (Listing Obligations and Disclosure Requirement) Regulations 2015. A detailed noteon the Board and its Committees are provided under the Corporate Governance section ofthis Annual Report. The Composition of the committees as per the applicable provisions ofthe Acts and Rules are as follows;
|Name of the Committee ||Composition of the Committee |
|Audit Committee ||Ms. Kiren Shrivastava (Chairman) |
| ||Mr. Suresh More (Member) |
| ||Mr. Sureshkumar Choudhary (Member) |
|Nomination and Remuneration Committee ||Ms. Kiren Shrivastava (Chairman) |
| ||Mr. Suresh More (Member) |
| ||Mr. Sureshkumar Choudhary (Member) |
|Stakeholders Relationship Committee ||Ms. Kiren Shrivastava (Chairman) |
| ||Mr. Suresh More (Member) |
| ||Mr. Sureshkumar Choudhary (Member) |
17. Details of establishment of vigil mechanism for directors and employees:
The Whistle blower policy of the Company was formulated and policy is available in thecompany's website i.e. www.bilenergy.com.
18. Disclosure under the sexual harassment of women: Your Company is committed toprovide and promote safe and healthy environment to all its employees without anydiscrimination. During the year under review there was no case filed pursuant to theSexual Harassment of Women at Workplace (Prevention Prohibition and Redressal) Act 2013.
19. Managerial Remuneration:
A) There is no employee covered pursuant to 5(2) of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014
B) There is no director who is in receipt of any commission from the company andwho is a Managing Director or Whole-time Director of the Company shall receive anyremuneration or commission from any Holding Company or Subsidiary Company of such Companysubject to its disclosure by the Company in the Board's Report.
C) There is no such events occurs which require disclosures in the Board ofDirector's report under the heading "Corporate Governance" relating to thefinancial statement:
i. all elements of remuneration package such as salary benefits bonuses stockoptions pension etc. of all the directors;
ii. details of fixed component and performance linked incentives along with theperformance criteria;
iii. service contracts notice period severance fees;
iv. stock option details if any and whether the same has been issued at a discount aswell as the period over which accrued and over which exercisable.
20. Details of Subsidiary/ JV/ Associate Companies: The Company has no Subsidiary/JV/ Associate Companies during the year.
The Company has not accepted or invited any deposits during the financial year 2018-2019.
22. Details of significant and material orders passed by the regulators or courts ortribunals impacting the going concern status and company's operations in future: NIL
M/s. Dalal & Kala Associates Chartered Accountant (firm registration number102017W) who has been appointed as Statutory Auditor by the Company for periods 5 yearsfrom the financial year 2017-18 to 2021-22 at such remuneration plus service taxout-of-pocket travelling and living expenses etc. as may be mutually agreed between theBoard of Directors and the Auditors."
Vide notification dated May 7 2018 issued by Ministry of Corporate A airs therequirement of seeking ratification of appointment of Statutory Auditors by members ateach AGM has been done away with. Accordingly no such item has been considered in noticeof the 10th AGM.
24. Disclosure as to whether the maintenance of cost records as specified by theCentral Government under sub-section (1) of section 148 of the Companies Act 2013 isrequired by the Company and accordingly such accounts and records are made and maintained:
Based on the information and expanation the the company has maintained cost records asspecified under Section 148(1) of the Act.
25. Brief description of the Company's working during the year: The Company hasonly one Manufacturing unit at wada.
26. Details in respect of adequacy of internal financial controls with reference to theFinancial Statements: :
The Company has laid down internal financial control with reference to the financialstatement. The details in the respect of internal financial control and their adequacy areincluded in Management Discussion and Analysis which forms part of this report.
27. Share Capital:
As on 31st March 2019 the Share Capital structure of the Company stood is as follow;
The Authorized Share Capital of the Company is Rs. 220000000/- (Rupees Twenty TwoCrores only) divided into 220000000 (Twenty Two Crores) Equity Shares of Re.1/-(RupeeOne) each.
The Paid-up Share Capital of the Company is Rs. 211416000/- (Rupees Twenty-oneCrores Fourteen Lakhs Sixteen Thousands only) divided into 211416000 (Twenty-oneCrores Fourteen Lakhs Sixteen Thousands) Equity Shares of Re. 1 /- (Rupee one) each.
28. Secretarial Audit Report: A Secretarial Audit Report given by M/s. BhuwneshBansal & Associates a Company Secretary in practice shall be annexed with the reportas Annexure- 3.
29. Management's Discussion and Analysis Report:
A detailed review of the operations performance and future outlook of the Company andits businesses is given in the Management's Discussion and Analysis Report which formspart of this Report i.e. Annexure- 4.
30. Corporate Governance:
We adhere to the principal of Corporate Governance mandated by the Securities andExchange Board of India (SEBI) and have implemented all the prescribed stipulations. Asrequired by Regulation 27 & 34 of SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 a detailed report on Corporate Governance forms part ofthis Report. The Auditors' Certificate on compliance with Corporate Governancerequirements by the Company is attached with the Corporate Governance Report in the Annexure-5 .
Your Directors would like to express their sincere appreciation for the assistance andco operation received from the financial institutions banks government authoritiescustomers vendors and members during the year under review. Your Directors also wish toplace on record their deep sense of appreciation for the committed services by theCompany's executives staff and workers.
|By order of the Board of Directors || |
|For Bil Energy Systems Limited || |
|Sd/- || |
|Lalit Laxiram Agarwal || |
|DIN: 06427436 || |
|Chairman ||Mumbai 13th May 2019 |