Bilpower Ltd Directors Report.

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