Your Directors have pleasure in presenting you the Thirtieth Annual Report together
with Standalone Audited Financial Statements for the year ended 31st March, 2023.
FINANCIAL PERFORMANCE OF THE COMPANY
(Rs. in Lakhs)
| Particulars |
For the year ended 31/03/2023 |
For the year ended 31/03/2022 |
| Sales & Other Income |
81.02 |
70.96 |
| Profit / (Loss) before interest and Depreciation |
22.16 |
17.41 |
| Loss Finance Cost |
- |
- |
| Loss: Depreciation and Amortization expenses |
0.52 |
0.50 |
| Profit before Exceptional Items & Taxes |
21.64 |
16.91 |
| Exceptional items |
- |
- |
| Profit after Exceptional items & taxes |
21.64 |
16.91 |
| Less : Tax expenses |
- |
- |
| Profit / (Loss) after tax |
21.64 |
16.91 |
| Other Comprehensive income / (Loss) |
(1.60) |
0.18 |
| Total Comprehensive income / (Loss) attributable to the owners of the company |
20.04 |
17.09 |
| Less: Appropriations |
- |
- |
| Closing Balance (including Other Comprehensive income) for the year |
20.04 |
17.09 |
RESULTS OF OPERATIONS AND STATE OF COMPANY AFFAIRS:
The Aqua Farm situated at Isakapalli, which was given on an extension of lease from 1st
July 2020 for seven years earned a gross income of Rs. 81.02 lakhs including Other Income
of Rs. 1.31 lakhs and earned a Net Profit of Rs. 20.04 lakhs (Including loss considered
under Other Comprehensive Income/(Loss)).
Though, the pandemic has marginally affected the day-to-day operations, no material
impact on company revenues and finances during the year 2022-23, due to the renewed lease
agreement of farm.
DIVIDEND AND RESERVES:
In view of considerable accumulated losses, though there is a profit during the current
year, no dividend is recommended for the financial year 2022-23 and no amounts were
transferred to reserves.
SUBSIDIARIES AND JOINT VENTURES / ASSOCIATES
The company does not have any subsidiaries, join Ventures and Associates.
PARTICULARS REGARDING ENERGY CONSERVATION etc.:
The information relating to conservati on of energy, technology absorption and foreign
exchange earnings and outgo pursuant to Section 134(3) of the Companies Act, 2013 read
with Rule 8 of the Companies (Accounts)Rules, 2014 is given in Annexure V to this Report.
CHANGES AMONG DIRECTORS AND KEY MANAGERIAL PERSONNEL
CHANGES IN BOARD & KMP
Re-appointment of Retiring Director:
Based on the recommendati on of Nominati on & Remuneration Committee and approval
of the Board, Smt. Bommidala Anitha (DIN:00112766), who retire by rotation pursuant to
Section 152 (6) of the Companies Act, 2013 read with the Articles of Association of the
Company, at the forth coming Annual Meeting and being eligible, offers herself for
re-appointment.
Appointment of Independent Directors:
Mr Hari Venkata Nagendra Kola (DIN: 09718318) and Mrs. Maddula Durga Sushma (DIN:
0977698) have been appointed as Independent Directors for a period of five years from 29th
August, 2022, and both the directors are not liable to refire by rotation and to hold
office for the first term of 5 (five) consecutive years on the Board of the Company.
Retirement of Independent Directors:
Mr Nellore Dolendra Prasad and Mr Tunugunta Rama Krishna, completed their two term of
five years period as independent directors as on 5th September, 2022 and shall not be
eligible for re-appointment as independent directors of the company for another term.
Hence, the said independent directors have retired as Directors of the company with
effective from 5th September, 2022.
Board evaluation of its own performance:
As per the provisions of Section 134 (3)(p) of the Companies Act, 2013 and SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has carried
out an annual performance evaluation of its own performance, the performance of Committees
of the Board, namely, Audit Committee, Risk Management Committee, Stakeholders
Relationship Committee and Nonation and Remuneration Committee and also the directors
individually. The manner in which the evaluation was carried out and the process adopted
has been mentioned in the Corporate Governance Report.
Policy for selection and appointment of Directors, Senior Management and their
remuneration:
The Board, on the recommendation of the Nomination & Remuneration Committee, has
framed a policy for selection and appointment of Directors, Senior Management and their
remuneration and also framed the criteria for determining experience, qualifications,
positive attributes and independence of directors.
Declaration Given by Independent Directors:
All the Independent Directors viz., have submitted declarations confirming that they
meet the criteria of independence as prescribed under Section149 (6) of the Companies Act,
2013, under Rule 6 of Companies (Appointment and Qualification of Directors) Rules, 2014
and stating that they have registered themselves in the data bank maintained by the Indian
Institute of Corporate Affairs and underRegulation 25(8) of SEBI (LODR) Regulations,2015.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF COMPANIES ACT,
2013.
During the financial year 2022-2023, the Company has not given any guarantees / loan or
made any investments. However, during the year, the company has repaid amount Rs. 20.00
lakhs against the Interest Free Unsecured Loan received from CEO (including Rs. 16.00
lakhs received during the year) to meet the temporary cashflow requirements and due as on
31st March, 2023 was Rs.Nil.
Board and Committee Meetings:
The Board met 6 ti mes during the financial year 2022-2023 the details of which are
given in the Corporate Governance Report.
Committees of the Board:
The details of all the Committees along with their composition, terms of reference and
meetings held during the year are provided in the "Report on Corporate
Governance" forming part of this Annual Report.
In view of the changes in the Board, the committees have been reconstituted after the
appointment of new Independent Directors.
PARTICULARS OF EMPLOYEES:
The ratio of remuneration of each Director to the median of employees remuneration as
per Section 197 (12) of the Companies Act, 2013 and information relating to employees to
be disclosed under Rule 5 of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014 is disclosed in Annexure VI to the Board of Directors report.
AUDITORS AND AUDITORS REPORT Statutory Auditors:
M/s. Garlapati & Co., Chartered Accountants (Firm Regn.no:000892S) was appointed as
Statutory Auditors of your Company at the Annual General Meeting held on 28th September
2022 for a period of five consecutive years.
Statutory Auditors Report:
The Report given by the Auditors on the financial statements of the Company forms part
of this Report. There are no qualifications, reservations, adverse remarks or disclaimers
given by the Auditors in their Report.
Fraud reported by the Auditor under Section 143(12): Nil
EXPLANATION FOR AUDITORS EMPHASIS OF MATTER:
Regarding the preparation of accounts on going concern basis, the notes of independent
audit report is self - explanatory and the company had given the farm on long term lease
and geffing steady income and been able to meet its operational and compliance expenses,
though there are considerable carry forward losses.
Maintenance and Audit of Cost Records - Not Applicable
Cost Audit - Not Applicable
SECRETARIAL AUDIT:
Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company
had appointed M/s K. Srinivasa Rao & Co, Company Secretaries, as the Secretarial
Auditors to undertake the Secretarial Audit of the Company. The Secretarial Audit Report
is given in Annexure -III to this Report.
There were no qualifications, reservations, adverse remarks or disclaimers in their
report. Board Clarification on Secretarial Auditor qualifications: NIL
RISK MANAGEMENT:
The Company has put in place a mechanism to identify, assess, monitor and mitigate
various risks to its key business objectives. Major risks identified by the business and
functions are systematically addressed through mitigating actions on a continuing basis.
The Company has formulated a Risk Management Policy which is also available on the
Companys website: www.bkvindustries.in
INTERNAL FINANCIAL CONTROLS:
In additi on to the Internal Controls on Operations, the Board has laid down standards,
processes, and structures to implement internal financial controls to ensure that the
financial affairs of the Company are carried out with due diligence. The effectiveness of
the internal financial controls is ensured by management reviews, continuous monitoring
and self-assessment and review of all financial transactions and operating systems by the
internal auditors. During the year, such controls were tested and no reportable material
weakness or inefficacy or inadequacy in the operation were observed.
CORPORATE SOCIAL RESPONSIBILITY (CSR) INITIATIVES:
Section 135 of the Companies Act, 2013 provides the threshold limit for applicability
of the CSR to a Company i.e.(a) net worth of the Company to be 500 crore or more; or (b)
turnover of the company to be Rs. 1,000 crore or more; or (c) net profit of the company to
be Rs. 5 crore or more. As the Company does not fall under any of the threshold limits
given above, the provisions of Section 135 are not applicable to the Company.
RELATED PARTY TRANSACTIONS:
All contracts / arrangements / transactions entered into during the financial year with
the related parties were on arms length basis and were in the ordinary course of
business. Section 188 (1) of the Companies Act, 2013 exempts related party transactions
that are in the ordinary course of business and are on arms length basis. The Board of
Directors and the Audit Committee have also approved the said related party transactions.
There are no materially significant related party transactions with the promoters,
Directors, Key Managerial Personnel or other deignated persons which may have a potential
conflict with the interest of the Company at large. The policy on dealing with Related
Party Transactions as approved by the Board is available at the investors section of the
Companys website : www.bkvindustries.in The particulars of contracts / arrangements
entered into by the Company with related parties as required disclosed and is given in
AOC-2 as Annexure IV to this Report.
CORPORATE GOVERNANCE REPORT:
The Company is committed to good corporate governance practices. All material
information was circulated to the directors before their meeting or placed at their
meeting, including minimum information required to be made available to the Board as
prescribed under Part A of Schedule II of Sub- Regulation 7 of Regulation 17 of the
Listing Regulations.
In terms of Regulation 34 of the Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations, 2015, a report on Corporate
Governance along with a Certificate from a Practicing Company Secretary confirming the
compliance with the conditions of Corporate Governance as stipulated under Part E of
Schedule V of Sub- Regulation 34 (3) of the Listing Regulations is attached to this
report.
MANAGEMENT DISCUSSION AND ANALYSIS:
The Management Discussion and Analysis Report for the year under review, as stipulated
under Regulation 34 of the SEBI (LODR) 2015, Regulations, given in Corporate Governance
Report, which is the part of this Annual Report.
TRANSFER TO THE INVESTOR EDUCATION AND PROTECTION FUND:
The company has not declared any dividend ti ll date from inception therefore there
were no funds which were required to be transferred to Investor Education and Protection
Fund (IEPF).
EXTRACT OF THE ANNUAL RETURN:
The details of the extract of the Annual Return of the company under Companies Act,
2013 read with Rule 12 of the Company (Management and Administration) Rules. 2014 is
available at the website of the Company : www.bkvindustries.in
DISCLOSURES:
Vigil Mechanism & Whistle Blower Policy
The Company has a vigil mechanism and a whistle blower policy. The same has been posted
on the Companys website: www.bkv industries.in and the details of the same are given in
the Corporate Governance Report.
STOCK EXCHANGES:
As per the requirement of SEBI Listing Regulations, the Company declares that its
securities are listed on the Stock Exchanges of Mumbai & Kolkata. The company confirms
that it has paid annual listing fees to the Stock Exchange of Mumbai & Kolkata for the
Year 2022-2023.
DIRECTORS RESPONSIBILITY STATEMENT:
Pursuant to the provisions contained in Section 134 (3) (c) of the Companies Act, 2013,
your Directors to the best of their knowledge and belief and according to information and
explanations obtained from the management, confirm that:
i) In the preparation of the annual accounts for the financial year ended March 31,
2023, the applicable accounting standards have been followed and there are no material
departures from the same.
ii) The Directors have 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 as at March 31, 2023 and of the cash uows
and Profit of the Company for the year ended on that date.
iii) The Directors have taken proper and sufficient care 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.
iv) The Directors have prepared the annual accounts on a going concern basis.
v) The Directors have laid down proper internal financial controls to be followed by
the Company relevant to its nature of operations and such controls are adequate and
operating effectively.
vi) The Directors have devised proper systems to ensure compliance with the provisions
of all applicable laws and that such systems adequate and operating effectively.
GENERAL: Your directors state that no disclosure is required in respect of the
following items as there were no transactions on these items during the year under
review:
1. Details relating to deposits covered under Chapter V of the Companies Act, 2013.
2. Issue of equity shares with or without differential rights as to dividend, voting or
otherwise. Issue of shares (including sweat equity shares) to employees of the Company
under any scheme.
3. No orders were passed by the Regulators or Courts or Tribunals which impact the
going concern status and the Companys operations in future.
Material Changes and commitments, if any, affecting the Financial position of the
company which has occurred between the end of the Financial year of the company to which
the Financial statements relate and the date of the report:
No Material Changes and commitments affecting the financial position of the company
occurred between the end of the financial year and the date of the report.
UNSECURED LOANS RECEIVED FROM DIRECTORS DURING THE YEAR 2022-2023:
During the year, the Company has received interest free unsecured loan from the
Director and also a declaration in writing stating that the amount given to the Company is
not borrowed by them.
| Name of S.No the Director |
Amount Received during the year |
| 1 Bommidala Rama Krishna |
Rs. 16,00,000/ |
SECRETARIAL STANDARDS:
The Company is in compliance with the Secretarial Standard on Meetings of the Board of
Directors (SS-1) and Secretarial Standard on General Meetings (SS-2).
DISCLOSURES UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORK PLACE (PREVENTION, PROHIBITION
AND REDRESSAL) ACT, 2013
The Company has in place a prevention of Sexual Harassment and Grievance Handling
Policy in line with the requirements of The Sexual Harassment of Women at the workplace
(Prevention, Prohibition & Redressal) Act, 2013.
Internal Complaints Committee (ICC) has been set up to redress complaints received
regarding sexual harassment. All employees are covered under this policy. The Company did
not receive any complaints during the year.
CHANGES IN THE NATURE OF THE BUSINESS:
There has been no change in the nature of the business of the Company during the
financial year ended 31st March, 2023. PERSONAL RELATIONS AND APPRECIATION:
Your directors place on record their appreciation for the continued co- operation,
support and assistance extended to the Company by its Bankers, Shareholders and Employees.
The Directors place on record the appreciation of the contribution of the Independent
Directors during their tenure.
|
By order of the Board of Directors |
|
For BKV Industries Limited |
| Place : Guntur |
BOMMIDALA RAMA KRISHNA |
| Date : 29.05.2023 |
Managing Director |
|
DIN:00105030 |
+91-9892691696
