Dear Members,
The Directors of your Company have pleasure in presenting Thirtieth Annual Report and
the Companys Audited Financial Statement for the Financial Year ended March 31, 2019.
1. Financial summary or highlights/ Performance of the Company: The financial
performance of the Company for the Year ended 31st March, 2019 is as summarized
below:
|
|
(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 has
stood 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 9
is 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) of
Section 134 of the Companies Act, 2013, shall state that:
a) in the preparation of the annual accounts, the applicable accounting standards had
been followed along with proper explanation relating to material departures;
b) 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;
c) 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 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 of
all applicable laws and that such systems were adequate and operating effectively.
4. Auditors Report:
As regards Auditors remarks in the Audit report, comments of the Board of Directors
are as under:
a) Auditor Remark:
The Company has sent letters to customers in respect of trade receivables for
confirming balances as at March 31, 2019, but in most of the cases the customers have not
sent written confirmation confirming the balance outstanding as at March 31, 2019. 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 31st March, 2019 as good and recoverable except those
considered 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 the
register maintained under section 189 of the Companies Act, 2013, but in most of the cases
the company have not received written confirmation confirming the balance outstanding as
at March 31, 2019. 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: The Company has received balance confirmation from
some 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 whomsoever
advances have been given. Efforts are made to regularize arrears and recovery against
overdue principal and interest.
c) Auditor Remark:
The lender Bank of Bil Energy Systems Limited has pursuant to certain corporate
guarantees given by the Company demanded from the Company their dues from Bil Energy
Systems Limited amounting to Rs. 89.84 Crores. No provision has been made in the accounts
for 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 whose
favour the Company has given Corporate Guarantee to State Bank of India, has Informed the
Company that they are in negotiation with the Lender Bank for settlement / Re-schedulement
of 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 to
Rs. 4290.94 Lacs (on above loans) for the financial year 2018-2019. The company has also
not made any provision for penal interest claimed by bank. As a result the loss for the
year ended 31st March, 2019 is understated by Rs. 4290.94 Lacs & current liabilities
as at 31st March, 2019 are also understated by Rs. 4290.94 Lacs. The amount of penal
interest cannot be quantified as the details have not been received from the bank. Also
for the financial year 2013-14 & 2014-15 & 2015-16 & 2016-17 the company has
not provided for interest payable to State Bank of India accumulating to Rs. 15171.88 Lacs
and a result the accumulated losses in the Balance Sheet are understated by Rs. 19462.82
Lacs Upto 31st March, 2019.
Boards Comments on the same: Based on the Legal advice received by the Company, it
has 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 of
inventory at reasonable intervals. In respect of traded stock at Mumbai Head Office, the
details of finished goods stock storage location not available for our verification.
Board Comments on the same: Management had properly observed the inventory at
regular intervals.
6. Loan and Investment by 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.
7. Particulars of contracts or arrangements with related parties: The
particulars of every contract or arrangements entered into by the Company with related
parties referred to in sub-section (1) of section 188 of the Companies Act, 2013 including
certain arms length transactions under third proviso thereto is given in Form No. AOC-2 as
Annexure 2.
8. Reserves: In the financial year 2018-19 reserve maintained with the
Company is Rs. (13494.75) Lakhs while in year 2017-18 reserve /(Accumulated Losses) was
Rs. (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 financial
year 18-19.
10. 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.
11. Conservation of energy, technology absorption and foreign exchange earnings and
outgo: The details of conservation of energy, technology absorption, foreign exchange
earnings 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 development
or import substitution: NIL;
iii. in case of imported technology (imported during the last three years reckoned from
the 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 reasons
thereof: NIL; and
e) the expenditure incurred on Research and Development: NIL.
C. Foreign exchange earnings and Outgo: The Foreign Exchange earned in terms of
actual in flows during the year and the Foreign Exchange outgo during the year in terms of
actual out flows: In flow: Nil and Outflow: Rs. Nil.
12. Risk management policy: Our Company maintains conducive work environment and
provides adequate motivation to perform. However senior management team members or key
personnel may choose to leave the organization in which case operations of our Company may
be affected. However in such eventuality we will promptly ll the vacancy through either
fresh 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 of
the 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 as
provided in subsection (6) of Section 149 of the Companies Act, 2013 has been disclosed by
the Independent Director to the Company.
C. Formal Annual 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 its committees and
individual directors.
15. 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 |
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 of
Directors 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 the
Companys website i.e. www.bilpower.com
18. 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 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 Managerial
Personnel) 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 and
Remuneration of Managerial Personnel) Rules, 2014.
C. 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.
D. There is no such events occurred which require disclosure in the Board of
Directors report under the heading "Corporate Governance", relating to the
financial statement:
• all elements of remuneration package such as salary, benefits, bonuses, stock
options, pension, etc., of all the directors;
• details of fixed component and performance linked incentives along with the
performance criteria;
• service contracts, notice period, severance fees;
• 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.
20. Details of Subsidiary/ JV/ Associate Companies: The Company has an Associate
Company during the year. Pursuant to provisions of section 129(3) of the Act, a statement
containing salient features of the financial statements of the Companys Associate in Form
AOC-1 is attached as Annexure 3.
21. Deposits:
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 or
tribunals impacting the going concern status and companys operations in future: Nil
23. Auditors:
M/s. Dalal& 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 30th AGM.
24. Brief description of the Companys working during the year: The Company has
only one manufacturing unit located at Baroda.
25. Details in respect of adequacy of internal financial controls with reference to the
Financial Statements: The Company has laid down internal financial control with
reference to the financial statement. The details in the respect of internal financial
control and their adequancy are included in Management Discussion and Analysis, which
forms part of this report.
26. Share Capital:
There was no change in the Authorized and Paid-up Share Capital of the Company during
the year. The Authorized Share Capital of the Company is Rs. 30,00,00,000/-(Rupees Thirty
Crores only) divided into 3,00,00,000 (Three Crores ) Equity Shares of Rs. 10/- (Rupee
Ten) each.
The Paid-up Share Capital of the Company is Rs. 21,00,16,000/- (Rupees Twenty-one
Crores Sixteen Thousand only) divided into 2,10,01,600 (Two Crore Ten Lac One Thousand and
Six Hundred) Equity Shares of Rs. 10/- (Rupee Ten) each.
27. Secretarial Audit Report: A Secretarial Audit Report given by M/s. Bhuwnesh
Bansal & Associates, a Company Secretary in Practice shall be annexed with the report
as Annexure 4.
28. 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 Analysis Report, which forms
part of this Report given in Annexure 5.
29. Corporate Governance:
We adhere to the principal of Corporate Governance mandated by the Securities and
Exchange Board of India (SEBI) and have implemented all the prescribed stipulations. As
required by 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 as Annexure 6.
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.
| 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) of
sub-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 the
company with related parties referred to in sub section (1) of section 188 of the
Companies Act, 2013 including certain arms length transaction under third proviso thereto.
1. Details of contracts or arrangements or transactions not at Arms length basis.
There is no such transactions which are not on arms length basis.
2. Details of contracts or arrangements or transactions at Arms 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) Rules,2014)
Statement containing salient features of the financial statement of subsidiaries
or 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 Associate
Companies 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 |
+91-9892691696
