bsel infrastructure realty ltd share price Directors report


To,

The Members,

BSEL Infrastructure Realty Limited

1. INTRODUCTION

Your directors are elated in presenting their 28th Report on the Audited, Standalone and Consolidated, Financial Statements for the Financial year ended 31st March, 2023.

2. FINANCIAL RESULTS

(Rs. in Lakhs)

Consolidated

Standalone

Particulars 2022-23 2021-22 2022-23 2021-22
Total Income 4,108.92 699.50 4,108.92 699.50
Profit before Interest, Depreciation, and Tax 3,955.50 588.61 3,955.65 588.76
Finance Cost - - - -
Depreciation 4.02 3.18 4.02 3.18
Profit before Tax and Exceptional Items 3,959.52 591.80 3,959.67 591.95
Exceptional Items Net (loss)/Gain - - - -
Tax Expense 65.49 106.01 65.49 106.01
Net Profit for the year 3,894.03 485.78 3,894.18 485.93
Appropriations - - - -

3. BUSINESS OVERVIEW

The Standalone Net profit was of Rs. 3,894.18 Lakh for financial year under review as compared to the Standalone Net profit for previous financial of Rs. 485.93 Lakh. The Companys Consolidated Net Profit after tax is Rs. 3,89,4.03 Lakh for the financial year under review as compared to Consolidated Net Profit of Rs. 4,85.78 Lakh for the previous financial year.

4. DIVIDEND

Directors of the Company are unable to declare any dividend for the financial year under review.

5. SUBSIDIARIES

Ministry of Corporate Affairs (MCA) issued General Circular No. 2/2011 vide letter no. 51/12/2007-CL-III dated February 8, 2011, through which it granted a General Exemption to companies from annexing the Directors Report, Balance Sheet and Profit & Loss Account of subsidiaries to its Balance Sheet. The Conditions prescribed by the MCA, for availing exemption under this circular, have been fulfilled by your Company.

BSEL is having three Wholly Owned Subsidiaries including step down subsidiaries named (I) BSEL Infrastructure Realty FZE (II) BSEL Infrastructure Realty Sdn Bhd and (III) BSEL Waterfront Sdn Bhd, Balance Sheets, Profit & Loss accounts, Reports of the Directors and Auditors will be made available upon request by any member on application and will also be kept for inspection at the Registered Office of your Company. The financial data of the subsidiaries has been furnished along with the statement pursuant to the provisions of the Companies Act, 2013 forming part of the Annual Report. Also, pursuant to Accounting Standard (AS-21) issued by the Institute of Chartered Accountants of India and listing agreement, your Company has presented the consolidated financial statements which include the financial information relating to its subsidiaries and forms part of the Annual Report as ANNEXURE I.

6. DIRECTORS AND KEY MANAGERIAL PERSONNEL

Re-appointment:

As per the provisions of the Companies Act, 2013, Ms. Anamika Jeevan Kamble retires by rotation at the ensuing AGM and, being eligible, seeks re-appointment. Based on the performance evaluation and recommendation of the nomination and remuneration committee, the Board recommends re-appointment.

Appointment:

Mr. Santosh Sambhu Tambe appointed as Director w.e.f. August 4, 2022 Mr. Ashish Vidyasagar Dube appointed as Director w.e.f. November 10, 2022 Ms. Reena Vimal Shah appointed as Director w.e.f. November 10, 2022

Resignation:

Mrs. Usha Gupta resigned from the Directorship w.e.f. November 4, 2022

Mr. Vipul Narendrabhai Chauhan resigned from the Directorship w.e.f. November 4, 2022

Mr. Bhavik Ajay Soni resigned from the Directorship w.e.f. December 22, 2022

7. CORPORATE SOCIAL RESPONSIBILITY

It is critical to engage with the social and ecological challenges that humanity is facing in a deep, meaningful, and systemic manner. We believe in contributing towards creating a more just, equitable, humane, and sustainable society. Your Company chooses to work on domain and issues that are widely recognized as being vital enablers of societal progress Social Responsibility Policy) Rules, 2014, as amended from time to time.

The terms of reference of CSR committee, framed in accordance with Section 135 of the Companies Act, 2013. The Committee consists of two Independent Directors Ms. Reena Vimal Shah and Ms. Deepa Jani members and, Mr. Santosh Sambhu Tambe is as Chairperson.

We affirm that the implementation and monitoring of CSR activities is in compliance with the Companys CSR objectives and policy.

8. STATUTORY AUDITORS

M/s. Gada Chheda & Co. LLP, Chartered Accountants, (FRN: W100059) ("the Statutory Auditors") have been appointed as the Statutory Auditors of the company at the 25th AGM held on 25th September 2020, to hold office up to 30th Annual General meeting.

9. SECRETARIAL AUDITORS

M/s. Sunita Dube & Associates, Company Secretaries, have been appointed as the Secretarial Auditors of the Company u/s 204 of the Companies Act, 2013 to conduct Secretarial Audit of the matters of the Company and report thereof, for the period from 1st April, 2022 till 31st March, 2023.

The Report of the Secretarial Auditors of the Company, for the period under review has been annexed to the Board Report under Annexure V.

10. SECRETARIAL STANDARDS

Your Company has devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards issued by the Institute of Company Secretaries of India and that such systems are adequate and operating effectively.

11. EXPLANATION OR COMMENTS ON QUALIFICATIONS, RESERVATIONS OR ADVERSE REMARKS OR DISCLAIMERS MADE BY THE AUDITORS AND THE PRACTICING COMPANY SECRETARY IN THEIR REPORTS.

There was no qualification, reservation or adverse remark made by the Auditors in their report.

12. BOARD OF DIRECTORS OF THE COMPANY:

The Board of Directors of the Company as on the date of this report stands as follows:

Sr. No. Name of the Director DIN Designation
1. Mr. Santosh Sambhu Tambe 09668177 Chairman & Managing Director
2. Mr. Ashish Vidyasagar Dube 07477676 Independent Director
3. Ms. Deepa Jani 08580654 Independent Director
4. Ms. Reena Vimal Shah 09782288 Independent Director
5. Ms. Anamika Jeevan Kamble 09824238 Executive Director

13. DECLARATION BY THE INDEPENDENT DIRECTORS

The Independent Directors have submitted their disclosures to the Board that they fulfil all the requirements as stipulated in Section 149(6) of the Companies Act, 2013 so as to qualify themselves to be appointed as Independent Directors under the provisions of the Companies Act, 2013 and the relevant rules.

14. FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS:

On appointment of an individual as Independent Director, the Company issues a formal Letter of Appointment to the concerned director, setting out in detail, the terms of appointment, duties and responsibilities. Each newly appointed Independent Director is taken through a formal familiarization program. The programme also provides awareness of the Independent Directors on their roles, rights, responsibilities towards the Company. Further, the Familiarization Programme also provides information relating to the financial performance of the Company and budget and control process of the Company.

15. BOARD MEETINGS

During the financial year under review, the meetings of the Board of Directors of the Company were held on following dates:

Sr. No. Serial No. of Meeting Date of Meeting
1. 1/2022-23 27th May, 2022
2. 11/2022-23 04th August, 2022
3. 111/2022-23 29th September, 2022
4. IV/2022-23 10th November, 2022
5. V/2022-23 13th January, 2023
6. VI/2022-23 4th February, 2023

16. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES MADE PURSUANT TO SECTION 188 OF THE COMPANIES ACT, 2013.

The details of Related Party Transactions entered by the Company with Related party/ Parties as defined under the provisions of Section 2(76) of the Companies Act, 2013, during the financial year under review are furnished in Annexure II and forms part of this report.

During the year under review, there were no related party transactions which were material in nature.

17. COMPANYS POLICY RELATING TO DIRECTORS APPOINTMENT, PAYMENT OF REMUNERATION AND DISCHARGE OF THEIR DUTIES.

The provisions of Section 178(1) relating to constitution of Nomination and Remuneration Committee are applicable to the Company and hence the Company has devised a policy relating to appointment of Directors, payment of Managerial remuneration, Directors qualifications, positive attributes, independence of Directors and other related matters as provided under Section 178(3) of the Companies Act, 2013.

18. INFORMATION PURSUANT TO RULE 5 (2) OF COMPANIES (APPOINTMENT & REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014.

The details of employee(s) in receipt of remuneration exceeding the limits specified under Rule 5 (2) of Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014, are annexed in Annexure-III.

19. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has duly set up an Internal Complaints Committee (ICC) in line with the requirements of The Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013, to redress complaints received regarding sexual harassment.

The following is a summary of sexual harassment complaints received and disposed off during the year 2022-23.

No. of complaints received: Nil
No. of complaints disposed of: Nil

20. DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to Section 134 (3) (c) read with Section 134 (5) of the Companies Act, 2013, your Directors state that:

(a) In the preparation of the annual accounts, the applicable accounting standards have been followed with proper explanation relating to material departures, if any;

(b) They have, in the selection of the accounting policies, consulted the Statutory Auditors and have 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 31st March, 2023 and of its Profit for the year ended on that date;

(c) They have taken proper and sufficient care to the best of their knowledge and ability 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;

(d) They have prepared the annual accounts for the year ended 31st March, 2023 on a going concern basis;

(e) They have laid down Internal Financial Controls, which are adequate and are operating effectively; and

(f) They have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

21. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIES ACT, 2013.

The Company has not made any investments during the year under review. The details of loans, advance and guarantees given pursuant to Section 186 of the Companies Act, 2013 have been provided in Annexure IV.

22. DEPOSITS

During the Financial Year ended March 31, 2023, the Company has not accepted any deposits falling within the ambit of Section 73 of the Companies Act, 2013 and The Companies (Acceptance of Deposits) Rules, 2014.

23. DISCLOSURES OF AMOUNTS, IF ANY, TRANSFER TO ANY RESERVES.

It is not proposed to carry any amount to any reserves from the profits of the Company. Hence, disclosure under Section 134 (3) (j) of the Companies Act, 2013 is not required.

24. MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION OF THE COMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THIS 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 to which this financial statement relate on the date of this report

25. ENERGY CONSERVATION AND TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

The particulars as required under the provisions of Section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 in respect of conservation of energy and technology absorption are not required to be furnished considering the nature of activities undertaken by the Company during the year under review. Further during the year under review, the Company has neither earned nor used any foreign exchange.

Earning/Expenditure in Foreign Currency

Earning: - Rs. Nil Expenditure: -Rs. Nil

26. STATEMENT INDICATING DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY

The Company has developed & implemented Risk Management Policy. However, Company has not come across any element of risk which may threaten the existence of the Company.

27. DETAILS OF SIGNIFICANT MATERIAL ORDERS PASSED BY THE REGULATORS / COURTS / TRIBUNAL IMPACTING THE GOING CONCERN STATUS AND COMPANYS OPERATION IN FUTURE.

There are no significant material orders passed by the Regulators / Courts / Tribunal which would impact the going concern status of the Company and its future operations. Hence, disclosure pursuant to Rule 8 (5) (vii) of Companies (Accounts) Rules, 2014 is not required.

28. DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS PURSUANT TO RULE 8 (5) (viii) OF COMPANIES (ACCOUNTS) RULES, 2014:

The Company has an adequate Internal Financial Control system, commensurate with the size of its business operations.

29. EXTRACT OF ANNUAL RETURN

In accordance with the Companies Act, 2013, the annual return in the prescribed format is available at http://www.bsel. com/sharholderinfo/MGT-7.

30. DISCLOSURE OF COMPOSITION OF AUDIT COMMITTEE AND PROVIDING VIGIL MECHANISM

The Audit Committee consists of the following members:

Sr. No. Name of Director Designation Role
1. Mr. Ashish Vidyasagar Dube Independent-- *N E I D (Chairman) Chairman
2. Ms. Reena Vimal Shah Independent-- *N E I D (Member) Member
3. Ms. Deepa Jani Independent-- *N E I D (Member) Member
4. Mr. Santosh Sambhu Tambe Executive Director - (Member) Member

The above composition of the Audit Committee consists of independent Directors viz., Mr. Ashish Vidyasagar Dube, Ms. Reena Vimal Shah and Ms. Deepa Jani who form the majority.

The Company has established a vigil mechanism and oversees through the committee, the genuine concerns expressed by the employees and other Directors. The Company has also provided adequate safeguards against victimization of employees and Directors who express their concerns. The Company has also provided direct access to the chairman of the Audit Committee on reporting issues concerning the interests of company employees and the Company.

31. BOARD EVALUATION

Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 (Listing Regulations), Board has carried out an annual evaluation of its own performance, the Directors individually as well as the evaluation of the working of its committee(s) after seeking inputs from all the Directors excluding the Director being evaluated. The details of the Board evaluation are explained in the Corporate Governance Report which forms part of this report

32. CORPORATE GOVERNANCE

Your Company is committed to adopting the best Corporate Governance practices. It believes that proper corporate governance is not just a regulatory compliance but also a facilitator for enhancement of stakeholders value. Reports on Corporate Governance forms part of this report as Annexure VI.

33. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

The management discussion and analysis report depict the purview of the management relating to the segment in which business operates and future scope of business of the Company. It also mentions the belief of the management in adopting sound practices of business with emerging trends in the Realty Sector.

The Management Discussion and Analysis report forms part of this report as Annexure VII.

34. CEO AND CFO CERTIFICATION:

A Certificate from Chairman & Managing Director and Chief Financial Officer on the financial statements of the Company and on the matters which were required to be certified according to the Regulation 17(8) of the Listing Regulations, was placed before the Board and accordingly confirmed to the Board that to the best of their knowledge and belief, the financial statements and cash flow statements present a true and fair view of the Companys affairs. CEO and CFO certification forms part of this report as Annexure VIII.

35. APPRECIATION AND ACKNOWLEDGEMENT

The Board of Directors wish to place on record their appreciation for the co-operation and support of the Companys Bankers, its valued customers, employees and all other intermediaries concerned with the Companys business.

Your directors are grateful towards all members for supporting and sustaining us during the intricate days. We look forward to your continued support and reiterate that we are determined to ensure that the plans are successfully implemented.

By Order of the Board of Directors
For BSEL Infrastructure Realty Ltd.
Sd/- Sd/-
Mr. Santosh Sambhu Tambe Ms Anamika Jeevan Kamble
Place: Navi Mumbai Managing Director Director
Date: 25/ 05/2023 (DIN: 09668177) (DIN: 09824238)