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Bilpower Ltd.

BSE: 531590 Sector: Metals & Mining
NSE: BILPOWER ISIN Code: INE952D01018
BSE 00:00 | 13 May Bilpower Ltd
NSE 05:30 | 01 Jan Bilpower Ltd
OPEN 0.57
PREVIOUS CLOSE 0.56
VOLUME 1982
52-Week high 0.57
52-Week low 0.00
P/E 0.37
Mkt Cap.(Rs cr) 1
Buy Price 0.57
Buy Qty 1205.00
Sell Price 0.56
Sell Qty 295.00
OPEN 0.57
CLOSE 0.56
VOLUME 1982
52-Week high 0.57
52-Week low 0.00
P/E 0.37
Mkt Cap.(Rs cr) 1
Buy Price 0.57
Buy Qty 1205.00
Sell Price 0.56
Sell Qty 295.00

Bilpower Ltd. (BILPOWER) - Director Report

Company director report

Dear Members

The Directors of your Company have pleasure in presenting Thirtieth Annual Report andthe Company's Audited Financial Statement for the Financial Year ended March 31 2019.

1. Financial summary or highlights/ Performance of the Company: The financialperformance of the Company for the Year ended 31st March 2019 is as summarizedbelow:

(Rs. in Lacs)

Standalone Consolidated
Particulars 2018-19 2017-18 2018-19 2017-18
Gross Turnover & Other Income 147.10 1629.18 315.78 1629.18
Profit/ (Loss) before Exceptional Item Interest Depreciation & Taxation 132.52 (79.32) 216.82 373.16
Less- Exceptional Item (Provision for Doubtful Debts) - - - -
Profit / (Loss) before Interest Depreciation & Taxation 132.52 (79.32) 216.82 373.16
Less Interest 29.05 29.38 29.05 29.38
Profit / (Loss) before Depreciation & Taxation 103.47 (108.70) 187.77 343.78
Less Depreciation 23.42 27.37 23.42 27.37
Profit / (Loss) before tax 80.05 (136.07) 164.35 316.41
Less Provision for Taxation Income Tax earlier year - 8.46 - 8.46
Share in Net pro t/loss of Associate - - - -
Net Profit / (Loss) for the year 80.05 (144.53) 164.35 307.95
Add Surplus brought forward from previous Year (18618.42) (18473.90) (19055.28) (19363. 18)
Add- Retain Value of Assets - - - -
Balance Carried to Balance Sheet (13494.75) (13574.81) (18890.93) (19055. 23)

1. Performance Review: For the year 2018-19 the Turnover of the Company hasstood at Rs. 147.10 Lakhs and Net Profit of Rs. 80.05 Lakhs.

2. Extract of Annual Return: Extract of Annual Return in the Form No. MGT 9is provided under sub-section (3)of Section 92 is appended to this report as Annexure1.

3. Directors' Responsibility Statement:

The Directors' Responsibility Statement referred to in clause (c) of subsection (3) ofSection 134 of the Companies Act 2013 shall state that:

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

b) 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;

c) 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 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 the provisions ofall applicable laws and that such systems were adequate and operating effectively.

4. Auditors' Report:

As regards Auditor's remarks in the Audit report comments of the Board of Directorsare as under:

a) Auditor Remark:

The Company has sent letters to customers in respect of trade receivables forconfirming balances as at March 31 2019 but in most of the cases the customers have notsent written confirmation confirming the balance outstanding as at March 31 2019. In theabsence of confirmation any provision to be made for adverse variation in the carryingamounts 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 except thoseconsidered doubtful and provided for during the financial year 2018-19.

b) Auditor Remark:

The Company has sent balance confirmation letters to parties who are not covered in theregister maintained under section 189 of the Companies Act 2013 but in most of the casesthe company have not received written confirmation confirming the balance outstanding asat March 31 2019. Further in respect of loans granted repayment of the principal amountwas not as stipulated and payment of interest has also not been regular.

Boards Comments on the same: The Company has received balance confirmation fromsome of the Companies and is vigorously following up with the rest of the borrowers.Company expects to receive balance confirmation from all the Companies to whomsoeveradvances have been given. Efforts are made to regularize arrears and recovery againstoverdue principal and interest.

c) Auditor Remark:

The lender Bank of Bil Energy Systems Limited has pursuant to certain corporateguarantees given by the Company demanded from the Company their dues from Bil EnergySystems Limited amounting to Rs. 89.84 Crores. No provision has been made in the accountsfor the probable loss that may arise on account of above demand of Rs. 89.84 crores.

Boards Comments on the same: Bil Energy Systems Limited the Borrower in whosefavour the Company has given Corporate Guarantee to State Bank of India has Informed theCompany that they are in negotiation with the Lender Bank for settlement / Re-schedulementof dues and Hence no provision has been made in the account.

d) Auditor Remark:

The company has not provided for interest payable to State Bank of India amounting toRs. 4290.94 Lacs (on above loans) for the financial year 2018-2019. The company has alsonot made any provision for penal interest claimed by bank. As a result the loss for theyear ended 31st March 2019 is understated by Rs. 4290.94 Lacs & current liabilitiesas at 31st March 2019 are also understated by Rs. 4290.94 Lacs. The amount of penalinterest cannot be quantified as the details have not been received from the bank. Alsofor the financial year 2013-14 & 2014-15 & 2015-16 & 2016-17 the company hasnot provided for interest payable to State Bank of India accumulating to Rs. 15171.88 Lacsand a result the accumulated losses in the Balance Sheet are understated by Rs. 19462.82Lacs Upto 31st March 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 respect of traded stock at Mumbai Head Office thedetails of finished goods stock storage location not available for our verification.

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

6. 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.

7. 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 arms length transactions under third proviso thereto is given in Form No. AOC-2 asAnnexure 2.

8. Reserves: In the financial year 2018-19 reserve maintained with theCompany is Rs. (13494.75) Lakhs while in year 2017-18 reserve /(Accumulated Losses) wasRs. (13574.80) Lakhs due to Pro t for the year 2018-19 of Rs. 80.05 Lakhs.

9. Dividend: Your Directors do not recommend any dividend for the financialyear 18-19.

10. 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.

11. 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 efforts 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

e) the expenditure incurred on Research and Development: NIL.

C. Foreign exchange earnings and Outgo: The Foreign Exchange earned in terms ofactual in flows during the year and the Foreign Exchange outgo during the year in terms ofactual out flows: In flow: Nil and Outflow: Rs. Nil.

12. Risk management policy: Our Company maintains conducive work environment andprovides adequate motivation to perform. However senior management team members or keypersonnel may choose to leave the organization in which case operations of our Company maybe affected. However in such eventuality we will promptly ll the vacancy through eitherfresh recruitment or internal promotion.

13. Change in the nature of business if any: No

14. Directors:

A. Changes in Directors and Key Managerial Personnel:

During the year no changes has been made in the composition of the Board of Directors.However Ms. Heena Bedi has ceased to be the Company Secretary & Compliance Officer ofthe Company w.e.f 14th February 2019.

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 subsection (6) of Section 149 of the Companies Act 2013 has been disclosed bythe 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.

15. 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 Mr. Lalit Agarwal (Chairman)
Mr. Suresh More (Member)
Ms. Kiren Shrivastav (Member)
Nomination and Remuneration Committee Mr. Suresh More (Chairman)
Mr. Lalit Agarwal(Member)
Ms. Kiren Shrivastav (Member)
Stakeholders Relationship Committee Ms. Kiren Shrivastav (Chairman)
Mr. Suresh More (Member)
Mr. Lalit Agarwal (Member)

16. Number of meetings of the Board of Directors: During the year the Board ofDirectors have met 6 times.

17. Details of establishment of vigil mechanism for directors and employees:

The Whistle blower policy of the Company was formulated and policy is available on theCompany's website i.e. www.bilpower.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 Red ressal) Act 2013

19. Managerial Remuneration:

A. As per Rule 5(1) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 salary is given to CS Heena Bedi and CFO Ravindra Jankar.

B. There is no employee covered pursuant to 5(2) of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014.

C. 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.

D. There is no such events occurred which require disclosure in the Board ofDirector's report under the heading "Corporate Governance" relating to thefinancial statement:

• all elements of remuneration package such as salary benefits bonuses stockoptions pension etc. of all the directors;

• details of fixed component and performance linked incentives along with theperformance criteria;

• service contracts notice period severance fees;

• stock option details if any and whether the same has been issued at a discountas well as the period over which accrued and over which exercisable.

20. Details of Subsidiary/ JV/ Associate Companies: The Company has an AssociateCompany during the year. Pursuant to provisions of section 129(3) of the Act a statementcontaining salient features of the financial statements of the Company's Associate in FormAOC-1 is attached as Annexure 3.

21. Deposits:

The Company has not accepted or invited any deposits during the financial year2018-2019.

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

23. Auditors:

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 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 30th AGM.

24. Brief description of the Company's working during the year: The Company hasonly one manufacturing unit located at Baroda.

25. Details in respect of adequacy of internal financial controls with reference to theFinancial Statements: The Company has laid down internal financial control withreference to the financial statement. The details in the respect of internal financialcontrol and their adequancy are included in Management Discussion and Analysis whichforms part of this report.

26. Share Capital:

There was no change in the Authorized and Paid-up Share Capital of the Company duringthe year. The Authorized Share Capital of the Company is Rs. 300000000/-(Rupees ThirtyCrores only) divided into 30000000 (Three Crores ) Equity Shares of Rs. 10/- (RupeeTen) each.

The Paid-up Share Capital of the Company is Rs. 210016000/- (Rupees Twenty-oneCrores Sixteen Thousand only) divided into 21001600 (Two Crore Ten Lac One Thousand andSix Hundred) Equity Shares of Rs. 10/- (Rupee Ten) each.

27. 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 4.

28. 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 given in Annexure 5.

29. 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 SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 adetailed report on Corporate Governance forms part of this Report. The Auditors'Certificate on compliance with Corporate Governance requirements by the Company isattached with the Corporate Governance Report as Annexure 6.

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.

On behalf of the Board of Directors
For BilpowerLimited
Sd/-
LalitLaxiramAgarwal
DIN: 06427436
Chairman Mumbai 27th May 2019

Annexure 2

Form No. AOC 2 RELATED PARTY TRANSACTIONS DISCLOSURE (Pursuant to clause (h) ofsub-section (3) of section 134 of the Companies Act 2013 and Rule 8(2) of the 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 transaction under third proviso thereto.

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

There is no such transactions which are not on arm's length basis.

2. Details of contracts or arrangements or transactions at Arm's length basis.

Sr. No Particulars
a) Name (s) of the related party and Nature of relationship 1) Rajendrakumar Choudhary- Relative of Director
2) Ravindra Jankar-Key Managerial Personnel
3) Bil Energy Systems Limited- Associate
4) Tarapur Transformers Limited- Associate
5) TRC Power- Proprietory concern of Relative of KMP
6) Choudhary Stampings- Proprietory concern of Relative of KMP
c) Nature of contracts/arrangements/transaction 1) Payment of Rs. 1.80 Lacs made to RajendrakumarChoudhary towards the services received from him.
2) Remuneration paid to the CFO RavindraJankar of Rs. 2.31Lacs
3) Loans & Advances received from Bil Energy Systems Ltd. Amounting of Rs. 1.02 Lacs
4) Loans & Advances received from Tarapur Transformers Ltd. Amounting of Rs. 2.20 Lacs
5) Loans & Advances given to Tarapur Transformers Limited of Rs. 16.50Lacs
6) Loans & Advances given to Rajendrakumar Choudhary of Rs. 3.49 Lacs
7) Trade advances received from TRC Power of Rs. 5.04 Lacs
8) Loans & Advances given to Choudhary Stampings of Rs. 26.34 Lacs
d) Duration of the contracts/arrangements/transaction Yearly
e) Salient terms of the contracts or arrangements or transaction including the value if any NA
f) Justification for entering into such contracts or arrangements or transactions' In the normal course of business
g) Date of approval by the Board 30th May 2018
h) Amount paid as advances if any -
i) Date on which the special resolution was passed in general meeting as required under first proviso to section 188 -

 

On behalf of the Board of Directors
For Bilpower Limited
Sd/-
LalitLaxiramAgarwal
DIN: 06427436
Chairman Mumbai 27th May 2019

Annexure 3

FormAOC-1

(Pursuant to rst proviso to sub-section(3) of section129 read with rule 5 of Companies(Accounts) Rules2014)

Statement containing salient features of the financial statement of subsidiariesor associate companies or joint ventures

Part A- Subsidiaries Not Applicable

Part B - Associates and Joint Ventures

Statement pursuant to Section 129(3) of the Companies Act 2013 related to AssociateCompanies and Joint Ventures

(Rs. In Lacs)
Sr. No. Name of Associates Tarapur Transformers Limited
1 Latest audited Balance Sheet Date 31/03/2019
2 No. of Shares of Associate or Joint Ventures held by the company on the year end 8416460
4 Amount of Investment in Associates or Joint Venture 1611.79
5 Extent of Holding (inpercentage) 43.16
6 Description of how there is significant influence Extent of equity shares holding in Associate exceeds 20%
7 Reason why the associate/joint venture is not consolidated NA
8 Networth attributable to shareholding as per latest audited Balance Sheet 1693.82
9 Profit or Loss for the year 73.49
10 i. Considered in Consolidation (354.33)
11 ii. Not Considered in Consolidation NA

 

On behalf of the Board of Directors
For Bilpower Limited
Sd/- Sd/-
LalitAgarwal Suresh More
Chairman Director
Mumbai 27thMay 2019 DIN: 06427436 DIN: 06873425

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