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Bil Energy System Ltd.

BSE: 533321 Sector: Metals & Mining
NSE: BILENERGY ISIN Code: INE607L01029
BSE 00:00 | 02 Aug Bil Energy System Ltd
NSE 05:30 | 01 Jan Bil Energy System Ltd
OPEN 0.67
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VOLUME 235647
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P/E
Mkt Cap.(Rs cr) 14
Buy Price 0.00
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Sell Price 0.00
Sell Qty 0.00
OPEN 0.67
CLOSE 0.66
VOLUME 235647
52-Week high 0.70
52-Week low 0.00
P/E
Mkt Cap.(Rs cr) 14
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Bil Energy System Ltd. (BILENERGY) - Director Report

Company director report

Dear Members

The Directors of your Company have pleasure in presenting 12th Annual Report and theCompany's Audited Financial Statement for the Financial Year ended March 312021.

1. Financial summary or highlights/ Performance of the Company ('Standalone'):

The financial performance of the Company for the Year ended 31st March 2021 is assummarized below:

(Rs.In Lakh)

Particulars 2020-21 2019-20
Gross Turnover & Other Income 4.77 1043.62
Profit/(Loss) before Exceptional Item Interest Depreciation & Taxation (6322.71) (1383.91)
Less : Exceptional Item - -
Profit/(Loss) before Interest Depreciation & Taxation (6322.71) (1383.91)
Less : Interest - -
Profit / (Loss) before Depreciation & Taxation (6322.71) (1383.91)
Less : Depreciation - -
Profit / (Loss) before tax (6322.71) (1383.91)
Less-Provision for Taxation (Inch Deferred Tax) - -
Net Profit / (Loss) for the year (6322.71) (1383.91)
Add/(less) - Balance brought forward from previous Year - -
Add/(less) - Retain Value of Assets - -
Balance Carried to Balance Sheet (6322.71) (1383.91)

2. Performance Review: For the year 2020-21 the Turnover of the Company was Niland Loss was Rs. 6322.71 Lakh.

3. Impact of Covid-19 Pandemic And Mitigation Measures Implemented

The outbreak of Coronavirus (COVLD-19) pandemic globally and in India has resulted inslow down of economic activities. The Company has evaluated the impact of this pandemic onits business operations during the year ended March 312021. The pandemic has materiallyimpacted revenues of the Company for the year ended March 31 2021.

The extent to which the pandemic will impact Company's results will depend on futuredevelopments which are highly uncertain including among things any new informationconcerning the severity of the COVID-19 pandemic and any action to contain its spread ormitigate its impact whether government mandated or elected by the Company. Given theuncertainty over the potential macro-economic condition the impact of global healthpandemic may be different from that estimated as at the approval of these financialstatements and the Company will continue to closely monitor any material changes to futureeconomic conditions. The necessary precautions and safety measures are put in place tomaintain social distancing. The business of the Company is affected and reduced due toCOVED-19 outbreak.

4. Extract of Annual Return: Extract of Annual Return in form MGT-9 as providedunder sub-section (3) of section 92 is appended to this report as Annexure- 1.

5. Number of meetings of the Board of Directors: During the year 2020-21 due toCovid-19 pandemic only 1 meeting of the Board of Directors was held.

6. Directors' Responsibility Statement:The Directors' Responsibility Statementreferredto in clause (c) of sub- section (3) of Section 134 of the Companies Act 2013shall statethat:

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

a ) the directors had selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the company at the end of the financial year and ofthe profit and loss of the company for that period;

b) the directors had taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of this Act for safeguarding theassets of thecompany andfor preventing and detecting fraud and other irregularities;

c)the directorshad prepared the annualaccounts onagoing concembasis;and

d) the directors had devised proper systems to ensure compliance with the provisions ofall applicable laws and that such systems were adequate and operating effectively.

7. (I) Auditors' Report: As regards Auditors remarks in the Audit report comments oftheBoardof Directors areas under:

Auditor Remark. The Company has sent letters to customers in respect of tradereceivables for confirming balances as at March 31 2021 but in most of the cases thecustomers have not sent written confirmation confirming the balance outstanding as atMarch 312021. 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 of customers ason 31stMarch2021 as good and recoverable expecting those considered doubtful and providedfor during the financial year 2020-21.

A uditorRemark: The Company has sent balance confirmation letters to parties whoare not covered in the register maintained under section 189 of tbeCompanies Act 2013but in. most of the cases the company have not received written confirmation confirmingthe balance outstanding as at March31 2021. further in respect of loans grantedrepaymentof the principal amount was not as stipulated and payment of interest has also not beenregular.

Boards Comments on the same:Tbe Board considers all outstanding balance ofcustomersason 31st March 2021 are subject toprovision.

Auditor Remark: The lender Bank of Bilpower Limited has pursuant to certain corporateguarantee given by the company demanded from the company their dues from Bilpower Limitedamounting to 215.82 crores. No provision has been made in the accounts for the probableloss that may arise on account of above demand of Rs.215.82 crores.

Boards Comments on the same:BilpowerLimited. the Borrower in whose favor theCompany hasgiven corporate guarantee to State Bank of India has informed theCompany that they are innegotiation with the Lender Bank for settlement/ Re-scheduiementof dues and hence noprovisionhas been made in theaccount.

Auditor Remark: The Company has not provided for interest payable to State Bank ofIndia amounting toRs.2099.35 Lacs for year ended 31st March 2021. The company has alsonot made any provision for penal interest claimed by Bank. As a result the profit for theyear ended 31st March 2021 is overstated by Rs.2099.35 Lacs & Current liabilities asat 31st March 2021 are also understated by Rs.2099.35 Lacs and also Reserves areoverstated by Rs.2099.35 Lacs. The amount of penal interest cannot be quantified as thedetails have not been received from the bank. Also for the financial year 2020-212019-20 2018-19 2017-18 201617 & 2015-16 the company has not provided for interestpayable to State Bank of India amounting to Rs.10666.80 lacs and as a result theaccumulated losses in the Balance Sheet are understated by Rs.10666.80 lacs upto 31stMarch 2021.

Boards Comments on the same: Based onthe Legaladvicereceived bythe Company it has beendecided not to provide any interest on liability of State Bank oflndia.

Auditor Remark:The Company has given 34 interest free unsecured loans of Rs.2219.15Lakhs.

Boards Comments on the same:Management represents that due to COVID - 19 ledeconomic in stability the borrowers are going through financial issues & haveexpressed their inability to pay interest & hence not provided in the books.

Auditor Remark: The company has not conducted periodic physical verification ofinventory at reasonable intervals. In respect of traded stock at Mumbai Head Office thedetails of finished goods stock storage location is not available for our verification.

Boards Comments on the same:Management had properly observed the inventory atregular intervals.

Auditor Remark: The company is not regular in paying the Statutory dues regardingService Tax GST Sales (ax Professional Tax etc.

iii) Secretarial Audit: Secretarial Audit is self- explanatory and company willensure for better compliance and good corporate governance in future. Henceforth companywill be more vigilant and focused on compliance.

8. Loan and Investment bv Company: Details of Loans Guarantees and Investmentscovered under the provisions of Section 186 of the Companies Act 2013 if any are givenin the notes to the Financial Statements..

9. Particulars of contracts or arrangements with related parties:The particulars ofeverycontract or arrangements entered into by the Company with related parties referred toinsub-section (1) of section 188 of the Companies Act 2013 including certain arm's lengthtransactions under thirdproviso theretois given in FormNo.AOC-2as Annexure-2.

10. Reserves: In the financial year 2020-21 reserve maintained with the Company isRs.(6322.71) Lakh while in year 2019-20 reserve was Rs. (1383.95).

11. Dividend: Your Directors do not recommend any dividend for the financial year2020-21.

12. 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.

13. Conservation of energy technology absorption and foreign exchange earningsandoutgo:The details of conservation of energy technology absorption foreignexchange earnings and outgo are as follows:

A. Conservation of energy :

i. thesteps taken or impact on conservation ofenergy: NIL;

ii. thesteps taken by thecompany for utilisingaltemate sourcesof energy:NEL;

i i i. the capital investment on energy conservation equipments:NIL.

B. Technology absorption :

i. the efforts made towards technology absorptionrNIL;

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 beginningof the financialyear)-

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 thereasonsthereof : NIL; and

iv. the expenditure incurred on Research and Development: NIL.

C. Foreign exchange earnings and Outgo: The Foreign Exchange earned in termsof actual inflows during the year and the Foreign Exchange outgo during the year in termsof actual outflows: hr flow: Nil and Outflow: Nil.

14. Risk management policy: The Company has been addressing various risks impactingthecompany reviewing the risk management plan and ensuring its effectiveness. TheAuditCommitt.ee has additional oversight in the area of financial risks and controls.Major risksidentified by the businesses and functions are systematically addressed throughmitigatingactions on a continuing basis. Tile development and implementation of riskmanagementpolicyhas been coveredin the Management DiscussionandAnalysis report.

15. Changein the nature of business if anv: No

16. Directors:

A) Changes in Directors and Key Managerial Personnel:

During the Financial year 2020-21 there was no change in Diretors and Key ManagerialPersonnel.

After closing of Financial year 2020-21 following Changes took place in composition ofBoard of Director:

- Mr. Sureshkumar Anandilal Choudhary having DIN : 00494510 appointed as AdditionalDirector w.e.f. 29th June 2021

- Mr. Rajendrakumar Anandilal Choudhary having DIN : 00494663 appointed as AdditionalDirector w.e.f. 29th June 2021

- Mr. Mr. Michael Elias Dalmet having DIN : 07240618 appointed as Additional Directorw.e.f. 20th August 2021.

B) Declaration by an Independent Director(s) and re-appointment if any:

A declaration by Independent Directors mentioned in item no. 4 and 5 in the noticethat they meet the criteria of independence as provided in sub- section (6) of Section 149of the Companies Act 2013 has been disclosed by the Independent Director to the Company.

C) FormalAnnual 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 itscommitteesandindividual directors.

17. 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 note on the Board and its Committees are provided under the CorporateGovernance section of this Annual Report. The Composition of the committees as per theapplicable provisions of the Acts and Rules are as follows;

Name of the Committee Composition of the Committee
Audit Committee Ms.KirenShrivastava(Chairman)
Mr.Suresh More (Member)
Mr. Lai itLaxmiramAgarwal (Member)
Nomination and Remuneration Committee Ms.KirenShrivastava(Chairman)
Mr.Suresh More (Member)
Mr.Lal itLaxmiramAgarwal (Member)
Stakeholders Relationship Committee Ms.KirenShrivastava(Chairman)
Mr.Suresh More (Member)
Mr.Lal i tLaxm iramAgarwal(Member)

18 Details of establishment of vigil mechanism for directors and employees:

The Whistle blower policy of the Company was formulated and policy is available inthecompany's websilei.e.www.bilenergy.com.

19. 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 Harassmentof Womenat Workplace (Prevention Prohibitionand Redressai)Act 2013.

20. 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.

21. Details of Subsidiary/ JV/ Associate Companies: Company has no Subsidiary/ TV/Associate Companies during the year.

22. Deposits:

The Company has not accepted or invited any deposits during the financial year2020-2021.

23. Details of significant and material orders passed bv the regulators or courtsortribunals impacting the going concern status and company's operations in future: NIL

24. Auditors:

M/s. Dalai & 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 Affairs 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 12th AGM.

25. Disclosure as to whether the maintenance of cost records as specified by theCentral Government under sub-section (11 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 explanation the companyhas maintained costrecordsasspecified under Section 148(1) of theAct.

26. Brief description of the Company's working during the vear:The Company has onlyone Manufacturing unit at wada.

27. Details in respect of adequacy of internal financial controls with reference totheFinancial Statements: :The Company has laid dowu internal financial control withreference to the financial statement The details in the respect of internal financialcontrol and their adequacy are included in Management Discussion and Analysis which formspart of this report.

28. Share Capital:

As on 31st March 2020 the Share Capital structure of the Company stood isas follow; The Authorized Share Capital of the Company is Rs. 22.00. 00.000/- (RupeesTwenty Two Crores only) divided into 22.00. 00.000 (Twenty Two Crores) Equity Shares ofRe. 1/- (Rupee One) 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.

29. Secretarial Audit Report:A Secretarial Audit Report given by M/s. BhuwneshBansal& Associates a Company Secretary in practice shall be annexed with (hereportasAnnexure- 3.

30. Managements 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 AnalysisReportwhicbforms partof this Reporti.e. Annexure- 4.

31. Corporate Governance:

We adhere to the principal of Corporate Governance mandated fay 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 Aanexure-5.

32 Acknowledgement:

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 Director
For BilEnergy Systems Limited
Sd7-
Lalit Laxiram Agarwal
DIN: 06427436
Chairman
Mumbai 01 September 2021

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