Dear Members,
The Directors of your Company have pleasure in presenting 12th Annual Report and the
Companys Audited Financial Statement for the Financial Year ended March 31,2021.
1. Financial summary or highlights/ Performance of the Company (Standalone):
The financial performance of the Company for the Year ended 31st March, 2021 is as
summarized 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 Nil
and 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 in
slow down of economic activities. The Company has evaluated the impact of this pandemic on
its business operations during the year ended March 31,2021. The pandemic has materially
impacted revenues of the Company for the year ended March 31, 2021.
The extent to which the pandemic will impact Companys results will depend on future
developments, which are highly uncertain, including, among things, any new information
concerning the severity of the COVID-19 pandemic and any action to contain its spread or
mitigate its impact whether government mandated or elected by the Company. Given the
uncertainty over the potential macro-economic condition, the impact of global health
pandemic may be different from that estimated as at the approval of these financial
statements and the Company will continue to closely monitor any material changes to future
economic conditions. The necessary precautions and safety measures are put in place to
maintain social distancing. The business of the Company is affected and reduced due to
COVED-19 outbreak.
4. Extract of Annual Return: Extract of Annual Return in form MGT-9 as provided
under 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 to
Covid-19 pandemic only 1 meeting of the Board of Directors was held.
6. Directors Responsibility Statement:The Directors Responsibility Statement
referredto in clause (c) of sub- section (3) of Section 134 of the Companies Act, 2013,
shall statethat:
a) in the preparation of the annual accounts, the applicable accounting standards had
been followed along with proper explanation relating to material departures;
a ) the directors had selected such accounting policies and applied them consistently
and made judgments and estimates that are reasonable and prudent so as to give a true and
fair view of the state of affairs of the company at the end of the financial year and of
the profit and loss of the company for that period;
b) the directors had taken proper and sufficient care for the maintenance of adequate
accounting records in accordance with the provisions of this Act for safeguarding the
assets 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 of
all applicable laws and that such systems were adequate and operating effectively.
7. (I) Auditors Report: As regards Auditors remarks in the Audit report, comments of
theBoardof Directors areas under:
Auditor Remark. The Company has sent letters to customers in respect of trade
receivables for confirming balances as at March 31, 2021, but in most of the cases the
customers have not sent written confirmation confirming the balance outstanding as at
March 31,2021. In the absence of confirmation, any provision to be made for adverse
variation in the carrying amounts of trade receivable is not quantified.
Boards Comments on the same The Board considers all outstanding balance of customers as
on 31stMarch,2021 as good and recoverable expecting those considered doubtful and provided
for during the financial year 2020-21.
A uditorRemark: The Company has sent balance confirmation letters to parties who
are not covered in the register maintained under section 189 of tbeCompanies Act, 2013,
but in. most of the cases the company have not received written confirmation confirming
the balance outstanding as at March31, 2021. further in respect of loans granted,repayment
of the principal amount was not as stipulated and payment of interest has also not been
regular.
Boards Comments on the same:Tbe Board considers all outstanding balance ofcustomersas
on 31st March, 2021 are subject toprovision.
Auditor Remark: The lender Bank of Bilpower Limited has pursuant to certain corporate
guarantee given by the company demanded from the company their dues from Bilpower Limited
amounting to 215.82 crores. No provision has been made in the accounts for the probable
loss 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 has
given corporate guarantee to State Bank of India, has informed theCompany that they are in
negotiation with the Lender Bank for settlement/ Re-scheduiementof dues and hence no
provisionhas been made in theaccount.
Auditor Remark: The Company has not provided for interest payable to State Bank of
India amounting toRs.2099.35 Lacs for year ended 31st March, 2021. The company has also
not made any provision for penal interest claimed by Bank. As a result the profit for the
year ended 31st March, 2021 is overstated by Rs.2099.35 Lacs & Current liabilities as
at 31st March, 2021 are also understated by Rs.2099.35 Lacs and also Reserves are
overstated by Rs.2099.35 Lacs. The amount of penal interest cannot be quantified as the
details have not been received from the bank. Also for the financial year 2020-21,
2019-20, 2018-19, 2017-18, 201617 & 2015-16 the company has not provided for interest
payable to State Bank of India amounting to Rs.10666.80 lacs and as a result the
accumulated losses in the Balance Sheet are understated by Rs.10666.80 lacs upto 31st
March, 2021.
Boards Comments on the same: Based onthe Legaladvicereceived bythe Company, it has been
decided not to provide any interest on liability of State Bank oflndia.
Auditor Remark:The Company has given 34 interest free unsecured loans of Rs.2219.15
Lakhs.
Boards Comments on the same:Management represents that due to COVID - 19 led
economic in stability, the borrowers are going through financial issues & have
expressed their inability to pay interest & hence not provided in the books.
Auditor Remark: The company has not conducted periodic physical verification of
inventory at reasonable intervals. In respect of traded stock at Mumbai Head Office, the
details of finished goods stock storage location is not available for our verification.
Boards Comments on the same:Management had properly observed the inventory at
regular intervals.
Auditor Remark: The company is not regular in paying the Statutory dues regarding
Service Tax, GST, Sales (ax, Professional Tax etc.
iii) Secretarial Audit: Secretarial Audit is self- explanatory and company will
ensure for better compliance and good corporate governance in future. Henceforth company
will be more vigilant and focused on compliance.
8. Loan and Investment bv Company: Details of Loans, Guarantees and Investments
covered under the provisions of Section 186 of the Companies Act, 2013, if any, are given
in the notes to the Financial Statements..
9. Particulars of contracts or arrangements with related parties:The particulars of
everycontract or arrangements entered into by the Company with related parties referred to
insub-section (1) of section 188 of the Companies Act, 2013 including certain arms length
transactions under thirdproviso theretois given in FormNo.AOC-2as Annexure-2.
10. Reserves: In the financial year 2020-21 reserve maintained with the Company is
Rs.(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 year
2020-21.
12. Material changes and commitments, if any, affecting the financial position of the
company which have occurred between the end of the financial year of the company to which
the financial statements relate and the date of the report: No such Material changes
occurred subsequent to the close of the financial year of the Company to which the balance
sheet relates and the date of the report.
13. Conservation of energy, technology absorption and foreign exchange earnings
andoutgo:The details of conservation of energy, technology absorption, foreign
exchange 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 development
or import substitution: NIL;
iii. in case of imported technology (imported during the last three years reckoned from
the 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 thereasons
thereof : NIL; and
iv. the expenditure incurred on Research and Development: NIL.
C. Foreign exchange earnings and Outgo: The Foreign Exchange earned in terms
of actual inflows during the year and the Foreign Exchange outgo during the year in terms
of actual outflows: hr flow: Nil and Outflow: Nil.
14. Risk management policy: The Company has been addressing various risks impacting
thecompany, reviewing the risk management plan and ensuring its effectiveness. The
AuditCommitt.ee has additional oversight in the area of financial risks and controls.
Major risksidentified by the businesses and functions are systematically addressed through
mitigatingactions on a continuing basis. Tile development and implementation of risk
managementpolicyhas 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 Managerial
Personnel.
After closing of Financial year 2020-21 following Changes took place in composition of
Board of Director:
- Mr. Sureshkumar Anandilal Choudhary having DIN : 00494510 appointed as Additional
Director w.e.f. 29th June 2021
- Mr. Rajendrakumar Anandilal Choudhary having DIN : 00494663 appointed as Additional
Director w.e.f. 29th June 2021
- Mr. Mr. Michael Elias Dalmet having DIN : 07240618 appointed as Additional Director
w.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 notice,
that they meet the criteria of independence as provided in sub- section (6) of Section 149
of 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 purpose
which has been made by the Board of its own performance and that of itscommitteesand
individual directors.
17. Committee of the Board:
The Company has constituted an Audit Committee, Nomination and Remuneration Committee
and Stakeholders Relationship Committee as per the provisions of Companies Act, 2013 and
SEBI (Listing Obligations and Disclosure Requirement) Regulations, 2015.
A detailed note on the Board and its Committees are provided under the Corporate
Governance section of this Annual Report. The Composition of the committees, as per the
applicable 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 in
thecompanys websilei.e.www.bilenergy.com.
19. Disclosure under the sexual harassment of women:Your Company is committed to
provide and promote safe and healthy environment to all its employees without any
discrimination. During the year under review, there was no case filed pursuant to the
Sexual 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 and
Remuneration of Managerial Personnel) Rules, 2014
B) There is no director who is in receipt of any commission from the company and
who is a Managing Director or Whole-time Director of the Company shall receive any
remuneration or commission from any Holding Company or Subsidiary Company of such Company
subject to its disclosure by the Company in the Boards Report.
C) There is no such events occurs which require disclosures in the Board of
Directors report under the heading "Corporate Governance", relating to the
financial statement:
i. all elements of remuneration package such as salary, benefits, bonuses, stock
options, pension, etc., of all the directors;
ii. details of fixed component and performance linked incentives along with the
performance criteria;
iii. service contracts, notice period, severance fees;
iv. stock option details, if any, and whether the same has been issued at a discount as
well 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 year
2020-2021.
23. Details of significant and material orders passed bv the regulators or courts
ortribunals impacting the going concern status and companys operations in future: NIL
24. Auditors:
M/s. Dalai & Kala Associates, Chartered Accountant (firm registration number
102017W), who has been appointed as Statutory Auditor by the Company for periods 5 years
from the financial year 2017-18 to 2021-22 at such remuneration plus service tax,
out-of-pocket, travelling and living expenses etc., as may be mutually agreed between the
Board of Directors and the Auditors."
Vide notification dated May 7, 2018 issued by Ministry of Corporate Affairs, the
requirement of seeking ratification of appointment of Statutory Auditors by members at
each AGM has been done away with. Accordingly, no such item has been considered in notice
of the 12th AGM.
25. Disclosure, as to whether the maintenance of cost records as specified by the
Central Government under sub-section (11 of section 148 of the Companies Act, 2013. is
required by the Company and accordingly such accounts and records are made and maintained
Based on the information and explanation, the companyhas maintained cost
recordsasspecified under Section 148(1) of theAct.
26. Brief description of the Companys working during the vear:The Company has only
one Manufacturing unit at wada.
27. Details in respect of adequacy of internal financial controls with reference to
theFinancial Statements: :The Company has laid dowu internal financial control with
reference to the financial statement The details in the respect of internal financial
control and their adequacy are included in Management Discussion and Analysis, which forms
part of this report.
28. Share Capital:
As on 31st March, 2020, the Share Capital structure of the Company stood is
as follow; The Authorized Share Capital of the Company is Rs. 22.00. 00.000/- (Rupees
Twenty Two Crores only), divided into 22.00. 00.000 (Twenty Two Crores) Equity Shares of
Re. 1/- (Rupee One) each.
The Paid-up Share Capital of the Company is Rs. 21,14,16,000/- (Rupees Twenty-one
Crores Fourteen Lakhs Sixteen Thousands only), divided into 21,14,16,000 (Twenty-one
Crores Fourteen Lakhs Sixteen Thousands) Equity Shares of Re. 1 /- (Rupee one) each.
29. Secretarial Audit Report:A Secretarial Audit Report given by M/s. Bhuwnesh
Bansal& Associates, a Company Secretary in practice shall be annexed with (he
reportasAnnexure- 3.
30. Managements Discussion and Analysis Report;
A detailed review of the operations, performance and future outlook of the Company and
its businesses is given in the Managements Discussion and AnalysisReport,whicbforms part
of this Reporti.e., Annexure- 4.
31. Corporate Governance:
We adhere to the principal of Corporate Governance mandated fay the Securities and
Exchange Board of India (SEBI) and have implemented all the prescribed stipulations. As
required by Regulation 27 & 34 of SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, a detailed report on Corporate Governance forms part of
this Report. The Auditors Certificate on compliance with Corporate Governance
requirements 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 and
co-operation received from the financial institutions, banks, government authorities,
customers, vendors and members during the year under review. Your Directors also wish to
place on record their deep sense of appreciation for the committed services by the
Companys 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 |
+91-9892691696
