TO,
THE MEMBERS OF BHARATI DEFENCE AND INFRASTRUCTURE LIMITED
On behalf of the Board of Directors, it gives me immense pleasure in presenting to you
the 39th Annual Report on the working of the Company, together with the Audited
Financial Statements of the Company for the year ended March 31, 2016.
1. FINANCIAL RESULTS: -
The working of your Company for the year under review resulted in
(Rs. in Lakhs)
| PARTICULARS |
FINANCIAL YEAR |
|
2015-16 |
2014-15 |
| Total Income |
6,797.59 |
4,372.78 |
| Profit before Interest, Depreciation & Tax (inclusive extraordinary items) |
(2,22,901.64) |
(64,961.21) |
| Less : Finance Cost |
31,941.01 |
29,480.50 |
| Less : Depreciation |
6,094. |
6,227.02 |
| Profit before Tax |
(48,790.89) |
(1,00,668.83) |
| Less : Tax |
(71,137.63) |
(14,210.50) |
| Profit / (Loss) after Tax |
(1,89,799.01) |
(86,458.24) |
| Surplus brought forward |
(1,67,971.25) |
(81,312.12) |
| Amount available for appropriation |
(3,57,770.24) |
(1,67,770.36) |
| APPROPRIATIONS (Section 134(3)(j) |
- |
-- |
| Transfer to General Reserve |
- |
(200.89) |
| Surplus carried forward |
(3,57,770.24) |
(1,67,971.25) |
| Total Appropriations |
(3,57,770.24) |
(1,67,971.25) |
2. CAPITAL:
During the year under review Authorized Share Capital of the Company is Rs. 9900.00
Lakhs consisting of 99,000,000 Equity Shares of face value of Rs. 10/- each. We have also
issued 26, 47,313 Convertible Warrants to Edelweiss Finance and Investments Limited
(EFIL).
3. DIVIDEND:
In view of inadequate profits the directors do not recommend Dividend for the year
under review. {Section 134(3) (k)}
4. OPERATING RESULTS AND PROFITS:
During the year under review your Company has successfully delivered 2 vessels. During
the year, turnover has increased to Rs. 4, 705.17 Lakhs in comparison to the previous year
of Rs. 2,912.28 lakhs. The Company has incurred Net loss of Rs. 1,89,799.01 Lakhs as
compared to Rs. 86, 458.24 Lakhs in the previous year.
5. FINANCE:
As at the end of financial year, your Company has total Secured Long-term facilities of
Rs. 6, 96, 181.85 Lakhs (Including Debentures and Term Loans). The Company has total Short
term facilities of Rs. 18, 650.86 Lakhs (including Secured Loans Short term borrowing of
Rs. 11, 693.55 lakhs and unsecured loans of Rs. 6, 957.31Lakhs).
6. SUBSIDIARIES, JOINT VENTURE AND ASSOCIATE :
During the year under report, the following companies are:
• SUBSIDIARIES
a) Advitiya Urja Private Ltd.
b) Dhanshree Properties Private Ltd.
c) Natural Power Ventures Private Ltd.
d) Nirupam Energy Projects Private Ltd.
e) Nishita Mercantile Private Ltd.
f) Pinky Shipyard Private Ltd.
g) Premila Mercantile Private Ltd.
h) Vishudh Urja Private Ltd.
i) Tebma Shipyard Limited
• ASSOCIATE
Company holds 49.73% in GOL offshore limited resulting to which it is classified as an
Associate to the Company.
The financials of the subsidiary and associate Company have been considered in the
consolidated Financial Statements of the Company and forms a part of this Annual Report as
required by the applicable Accounting Standards issued by the Institute of Chartered
Accountants of India and Rule 8(1) of the Companies (Accounts) Rules 2014.
However, the Company has availed general exemption, given by Central Government vide
circular no 2/2011 dated February 08, 2011 from attaching the Annual Audited Accounts of
the Subsidiary companies with its Annual Report. Accordingly the said documents have not
been attached with the Balance sheet of the Company.
However, the Annual Accounts of the subsidiary and companies and related detailed
information will be made available to the members of the Company and its subsidiary
companies seeking such information at any point of time. The Annual Accounts of the
subsidiary companies will be kept open for inspection by any investor at the Registered
Office of the Company.
7. DIRECTORS:
a) The Company, as on the date of the report, has five directors. Out of these 3
are independent directors (including a woman director), and two are Promoter Directors.
b) During the year under report, Mr. R. Jayaseelan , Director(Occupier) and Mr.
V. Chandrasekaran resigned from the Board and the Board has kept on record, its
appreciation of their guidance to the Company.
8. CORPORATE GOVERNANCE REPORT & MANAGEMENT DISCUSSION AND ANALYSIS:
Corporate Governance Report and Management Discussion and Analysis Report forms an
integral part of this Report and are set out as separate Annexures to this Report.
Pursuant to the provisions of Section 204(1) of the Companies Act, 2013 read with Rule No.
9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a
Secretarial Audit Report in Form MR 3, for the year under report, from the Independent
Practicing Company Secretary, for carrying out the Secretarial Audit of the Company’s
Compliance of Corporate Governance Conditions as stipulated under the provisions of the
Companies Act, 2013, Rules framed there under and Regulation 27, SEBI (LODR) Regulations
2015, is annexed to this Board Report.
9. DISCLOSURES ABOUT CSR POLICY:
Pursuant to provisions of Section 134(3) (o) the Company has developed a CSR Policy and
has taken necessary initiatives, but due to losses in the previous years we have not
implemented/spent any money on CSR Activities.
10. AUDITORS:
M/s. M.V. Damania & Co., Chartered Accountants, the existing auditors hold office
as Statutory Auditor till the ensuing Annual General Meeting as per the provisions of
Companies Act, 2013. M V Damania & Co, Chartered Accountants has given consent for the
appointment and also issued certificate to the effect that their appointment, if made,
will be in accordance with the conditions prescribed under rule 4 of the Companies (Audit
and Auditors) Rules, 2014. The Directors have recommended to the Members, their
appointment at the ensuing 39th Annual General Meeting.
11. CORPORATE DEBT RESTRUCTURING SCHEME
The Bharati Defence and Infrastructure Limited ("company") has approached
Corporate Debt Restructuring (CDR) cell through State Bank of India (SBI) Lead Banker of
the consortium for the restructuring of its debts under CDR scheme in December 2011.
• As per approved Scheme under CDR, Many Banks have not released the facilities,
though Promoters have infused funds towards promoter’s contribution as required in
the CDR package Due to various technical and operational reasons the scheme could not go
though and package could not be implemented., because of which the Company Account has
become Non Performing Account (NPA) in some of the Banks by June 2014, out of 23 Banks ,18
Banks have sold and assign their 83% of total debts / loans to Edelweiss Assets
Reconstruction Company Limited (EARC) Mumbai. Currently we have 5 Banks / Financials
Institutes Including EARC in our Debt.
• Presently we have exited on 20th August, 2014 from CDR System on
account of failure of approved package. Day to day the financials management of the
Company is being managed under the guidance of EARC.
12. FIXED DEPOSITS:
Pursuant to provisions of sub-rule 5(v) of Rule (8) the Companies (Accounts) Rules
2014, during the year under report, the Company, has neither accepted nor renewed any
deposits from public.
13. LISTING FEES TO STOCK EXCHANGES:
The Company has paid the Listing Fees for the year 2015-16 to Bombay Stock Exchange
Ltd. and The National Stock Exchange of India Ltd.
14. EXTRACTS OF ANNUAL RETURN:
Pursuant to provisions of Section 134(3)(a) read with provisions of Section 92(3) of
the Companies Act,2013, and in compliance of the requirements of Rule 12(1) of the
Companies (management and Administration ) Rules 2014, Extracts of Annual Return in FORM
MGT 9 are attached with this Report of the Board of Directors of the Company.
15. PERSONNEL:
The relations with all Employees of the Company, both Shore and Floating Staff have
been cordial. Your Directors wish to express their appreciation of the services rendered
by the devoted Employees.
16. DEMATERIALIZATION OF SHARES:
The Company’s shares continue to be traded in Electronic Form. As per Securities
and Exchange Board of India (SEBI) requirement, 100% of the shares held by the Promoter /
Persons Acting in Concert category are in the Electronic Form.
17. DETAILS OF BOARD MEETINGS :
Pursuant to provisions of Section 134(3)(b) of the Companies Act,2013, the relevant
details are given in the Report on Corporate Governance forming part of this Board Report.
18. DIRECTORS’ RESPONSIBILITY STATEMENT:
Pursuant to Section 134(3)(c) of the Companies Act, 2013, in relation to financial
statements for the year 2015-16, the Board of Directors reports that:
• In the preparation of the annual accounts, the applicable accounting standards
read with requirements as set out under Schedule III to the Companies Act,2013, have been
followed along with proper explanation relating to material departures;
• Accounting policies have been selected and applied consistently and that the
judgments and estimates made are reasonable and prudent so as to give a true and fair view
of the state of the affairs of the Company as at the end of the financial year and of the
loss of the Company for the year ended March 31, 2016;
• Proper and sufficient care has been taken for the maintenance of adequate
accounting records in accordance with the provisions of the Companies Act, 2013, for
safeguarding the assets of the Company and for preventing and detecting fraud and other
irregularities;
• The annual accounts have been prepared on a going concern basis.
• That the Directors have laid down internal financial controls to be followed by
the Company and that such internal financial controls are adequate and are operating
effectively and that the Directors have devised proper systems to ensure compliance with
the provisions of all applicable laws and that such systems are adequate and operating
effectively.
19. STATEMENT ON DECLARATION GIVEN BY INDEPENDENT DIRECTORS:
Pursuant to provisions of Section 134(3)(d) read with Section 149(7) of the Companies
Act, 2013, the Independent Directors have given declarations that they meet the criterion
as set out under the provisions of Section 149(6) of the Companies Act, 2013.
20. POLICY ON DIRECTORS’ APPOINTMENT AND REMUNERATION:
The information required to be given under the provisions of Section 134(3)(e) read
with provisions of Section 178 (1) of the Companies Act, 2013.
21. AUDIT REPORT:
The Auditors have qualified their report (Standalone and Consolidated) on the annual
accounts of the Company for the year ended March 31, 2016.
That these qualifications are self explanatory and do not need any further comments
from the Board of Directors of the Company, under the provisions of Section 134(3) (f) of
the Companies Act, 2013.
22. CONSOLIDATED ACCOUNTS:
The Consolidated Financial Statements are prepared in accordance with the relevant
Accounting Standards prescribed under Section 133 of the Act read with Rule 7 of the
Companies (Accounts) Rules, 2014.
23. CHANGE IN SHARE CAPITAL:
The Company has not made any issue of shares during the year and its Share Capital for
the year ended 31st March 2016 remains unchanged.
24. LOANS AND INVESTMENTS UNDER SECTION 186 OF THE COMPANIES ACT,2013:
That pursuant to the provisions of Section 134(3) (g) read with Section 186 of the
Companies Act, 2013, no Loans, Guarantees or Investments have been made by the Company
during the year under report.
25. RELATED PARTY TRANSACTIONS:
Pursuant to provisions of Section 134(3) (h) of the Companies Act, 2013, details as
required to be given as per Section 188(1) of the Companies Act, 2013 read with Rule 8(2)
of the Companies (Accounts) Rules 2014 have been given in Notes to the Accounts.
26. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND
OUTGO:
Particulars regarding conservation of Energy, Technology Absorption and Foreign
Exchange Earnings and Outgo etc. as required to be given under the provisions of Section
134(3)(m) of the Companies Act, 2013, read with Rule 8(3) (A), 3(B) an d 3(C) of the
Companies (Accounts) Rules 2014 have been given in Annexure - A. Foreign Exchange Earnings
& Outgo: The Information on foreign exchange earnings and outgo is also disclosed in
Annexure – A.
27. RISK MANAGEMENT POLICY:
Pursuant to provisions of Section 134(3)(n) of the Companies Act, 2013 and provisions
Regulation 27, SEBI (LODR) Regulations 2015, the Board has developed and implemented a
Risk Management Policy for the Company.
28. ANNUAL EVALUATION OF THE BOARD, COMMITTEES OF THE BOARD AND INDIVIDUAL DIRECTORS:
The Board is formally evaluating performance of Directors and Board, Committees and
individual directors, pursuant to the provisions of Section 134(3)(p) of the Companies
Act, 2013.
29. ISSUE OF EMPLOYEE STOCK OPTIONS:
During the year under report, the Company has not issued any options to the employees
and hence there is no disclosure required to be made pursuant to Rule No. 12 (9) of the
Companies (Share Capital & Debentures) Rules 2014.
30. REGISTRATION WITH BIFR:
The Company’s Reference No 3(B-4)/BC/2015, was made to BIFR.
31. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION,
PROHIBITION AND REDRESSAL) ACT, 2013
During the year under review, there were no cases filed pursuant to the provisions of
the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act,
2013.
32. TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND
Pursuant to the provisions of section 125 of Companies Act 2013, the necessary amount
has been transferred to the credit of fund.
33. SECRETARIAL AUDIT
Pursuant to the provisions of Section 204 of the Companies Act, 2013 the Company has
Appointed Mrs. Rekha Ambawat, Practicing Company Secretary to undertake the Secretarial
Audit of the Company. The report of the Secretarial Audit is annexed herewith as MR-3,
which forms a part of the Annual Report.
34. ESTABLISHMENT OF VIGIL MECHANISM
The Company has a Vigil Mechanism in place. Any employee having any complaint is free
to approach the Chairman of Audit Committee wit his/her grievances. During the year under
report, no such complaints have been received.
35. INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY
The Company has adequate Internal control System and procedures in place and they are
effectively working. However with a view to have more better controls, the Company
continuously reviews and updates these controls and procedures.
36. ACKNOWLEDGEMENT:
Your Directors place on record their sincere appreciation for the continued support
from shareholders, customers, suppliers, banks & financial institutions and other
business associates. A particular note of thanks to all employees of your Company, without
whose contribution, your Company could not have achieved the year’s performance.
Your Directors are thankful to the shareholders for their faith and continued support
in the endeavors of the Company.
|
For and on behalf of the Board |
| P..C.Kapoor |
Vijay Kumar |
| Managing Director |
Managing Director |
| Place: Mumbai |
Date: 30th May, 2016 |
Addendum to the Directors’ Report:
The Board of Directors, at its meeting held on 13th August 2016 appointed
Mr. Madhav Srinivas and Mrs Chitra Chandrasekhar as Additional Directors, on the Board of
Directors of the Company. Pursuant to the provisions of section 134 of the Companies Act
2013, the members are hereby informed about these appointments, pursuant to the provisions
of section 152 of the Companies Act 2013, read with Schedule IV and Directors (Appointment
and Qualification) Rules, 2014, this disclosure in the form of addendum is annexed to this
report.
|
For and on behalf of the Board |
| P..C.Kapoor |
Vijay Kumar |
| Managing Director |
Managing Director |
| Place: Mumbai |
Date: 13th August 2016 |
ANNEXURE A TO DIRECTORS REPORT
A. Conservation of Energy:
I. We have under taken up gradation of Electrical systems to improve Power Factor to
0.99 resulting into reduction in consumption of electricity.
II. We have extended energy saving systems for welding sets to additional machines.
III. We have installed Solar panels for the water heating at the accommodation at
yards.
B. Technology Absorption:
I. On the construction side we have introduced line production system that avoids
unnecessary transportation time and hastens the productivity. To support this system we
have introduced Computer Numeric Control machines for profile cutting of plates and pipes
and Nobolder automatic welding machines. II. We are now engaged in building a Mobile
Offshore Drilling Unit capable of operating in 350 feet of water. This Rig can be elevated
to a height of 418Feet and has an advanced electric rack and pinion system of jack up as
well as derrick skidding system. It has a cantilever cover of 70 feet beyond the transom
and drill floor movement of 30 feet side to side.
III. Also, we have introduced Self Propelled Moduler Transport System by which we can
transport large structures weighing as much as 2500 tonnes. We have also introduced, in
our yards, the pneumatically controlled Skidding System by which we can skid and load out
structures as heavy as 7000 tonnes.
C. Foreign Exchange Spent And Earned:
Rs. in Lakhs
| Particulars |
F.Y.2015-16 |
F.Y.2014-15 |
| a) Value of Direct Import calculated on CIF Basis: |
|
|
| i. Raw Materials (incl Components, spare parts) |
391.98 |
447.08 |
| iii. Capital Goods |
|
|
| b) Earning in Foreign Exchange on account of export of Goods:(FOB Value) |
|
|
| c) Expenditure in Foreign Currency: |
|
|
| ii. Design and Consultancy |
- |
1.15 |
| iv. Legal & Professional fees |
- |
- |
| v. Interest |
40466.16 |
1112.61 |
| vi. Others |
8.79 |
|
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