| The Directors have the pleasure of presenting their report on the
business and operations of the Company and Audited Financial Statement
of Accounts for the year ended March 31, 2015.
FINANCIAL RESULTS
(Rs,in Crores)
Standalone Consolidated
Particulars
2014-15 2013-14 2014-15 2013-14
Total Income 1,910.50 1,776.65 2,682.30 2,327.14
Gross Proft 604.96 655.52 639.07 669.26
Proft Before Interest, 280.89 227.59 295.30 236.89
Depreciation & Tax
Less:
Interest & Financial
Charges 133.73 107.15 141.21 107.42
Depreciation 44.92 28.70 48.13 28.87
Prior Year Adjustment/
Amortization 0.00 0.00 0.00 0.00
Profit Before Tax 105.90 96.11 113.18 105.11
Less: Provision
for Taxation 37.31 33.44 37.99 34.73
Profit After Tax 68.58 62.67 75.19 70.37
Earnings Per Share 1.56 1.43 1.71 1.60
PERFORMANCE REVIEW
Despite challenging macro-economy and competitive landscape, the
Company has performed remarkably well during the Financial Year
2014-15.
Consolidated Sales scaled up by 15.26% over the previous year, Proft
before Interest, Depreciation and Tax (EBITDA) went up by 24.66% and
Profit After Tax was higher by 6.82%.
The Company continues to operate in Multiple Segments, i.e.,
Engineering, Procurement and Construction and Trading Business. There
has been no change in the nature of business of the Company.
The Standalone and Consolidated Performance of the Company for the year
under review are as under:
Standalone
- Total Revenue for Fiscal 2015 stood at Rs. 1,910.50 Crores against Rs.
1,776.65 Crores for Fiscal 2014, showing an 8% increase.
- EBIDTA increased by 23% from Rs. 227.59 Crores in Fiscal 2014 to Rs.
280.89 Crores in Fiscal 2015.
- Profit After Tax witnessed a growth of 9.43% from Rs. 62.67 Crores in
Fiscal 2014 to Rs. 68.58 Crores in Fiscal 2015.
Consolidated
- Consolidated Total Revenue of the Company for Fiscal 2015 stood at Rs.
2,682.30 Crores against Rs. 2,327.14 Crores for Fiscal 2014, showing a
15.26% increase.
- Consolidated EBIDTA increased by 24.66% from Rs. 236.89 Crores in
Fiscal 2014 to Rs. 295.30 Crores in Fiscal 2015.
- Consolidated Profit After Tax has also increased from Rs. 70.37 Crores
in Fiscal 2014 to Rs. 75.19 Crores in Fiscal 2015, showing an increase of
6.82%.
DIVIDEND
Keeping in view the Business Acquisition by the Company, your Directors
have not recommended any Final Dividend for the Financial Year 2014-15.
BUSINESS ACQUISITION
The Board of Directors of the Company, at its Meeting dated May 20,
2015, has evaluated the potential of inorganic growth to augment
business expansion of the Company and has approved a strategic business
plan to acquire Assets of four companies, namely, Agarwal Steel
Structures India Private Limited, Rajesh Sandhi Infras & Metals Private
Limited, NHS Metals Private Limited and Durafast Automotive Private
Limited, that complements its principal business. In this regard, the
Board has identified assets with desired capabilities, product portfolio
and pipeline and has decided to acquire the same for a Lump Sum
Consideration of Rs. 937 Crores. The Consideration will be discharged
through Preferential Allotment of Equity Shares of the Company.
The proposed acquisition is expected to benefit the Company through
Sustainable, Operational and Financial Synergies, improve Bidding
Strength, Facilitate Expansion into Railway Electrification under EPC,
eliminate dependency on Business Critical Component Vendors and
Strengthen the Foothold of the Company in the Industry. The acquisition
has been undertaken through a Business Transfer Agreement (BTA) entered
into by the Company with the Four Companies as aforesaid. The Company
is in the process of obtaining necessary approvals from the Regulatory
to complete the transaction.
For the purpose of discharging the Consideration as stated, the Board
of Directors of the Company has approved a proposal to issue and allot
upto 223,095,100 Equity Shares of Face Value Rs. 1/- each at price as
determined under Regulation 76 of SEBI (Issue of Capital and Disclosure
Requirements) Regulations, 2009, as amended ("SEBI ICDR Regulations"),
subject to necessary permissions, sanctions, approvals and applicable
SEBI Regulations and other provisions of law and which is subject to
approval of the Members of the Company.
SHARE CAPITAL
During the year under review, the Company has issued 807,980 Equity
Shares (including 403,990 Bonus Equity Shares) of Rs. 1/- each, up on
Exercise of Options by the Grantees under the Employee Stock Option
Plan 2011. The outstanding Issued, Subscribed and Paid-up Equity Share
Capital of the Company as on March 31, 2015 was Rs. 439,825,700/- divided
into 439,825,700 Equity Shares of Rs. 1/- each, fully paid-up.
Further, in view of the proposed Preferential Issue for discharging the
Consideration for Acquisition of Assets, the Authorized Share Capital
of the Company is proposed to be increased from Rs. 50 Crores (Rupees
Fifty Crores only) divided into 500,000,000 Equity Shares of Rs. 1/- each
to Rs. 100 Crores (Rupees One Hundred Crores only) divided into
1,000,000,000 Equity Shares of Rs. 1/- each.
SUBSIDIARIES / JOINT VENTURES / ASSOCIATE COMPANIES
Pursuant to Section 129(3) of the Companies Act, 2013 and Accounting
Standard 21 issued by the Institute of Chartered Accountants of India,
the Consolidated Financial Statements presented by the Company include
the Financial Statements of its Subsidiaries.
Further, a Separate Statement containing salient features of Financial
Statements of Subsidiaries of your Company, in the prescribed Form
AOC-1, forms part of Consolidated Financial Statements, in compliance
with Section 129 of the Companies Act, 2013 (Act) read with Rule 5 of
the Companies (Accounts) Rules, 2014.
The Financial Statements of the Subsidiary Companies and related
information are available for inspection by the Members at the
Registered Office of your Company during business hours on all days
except Saturdays, Sundays and Public Holidays up to the date of the
Annual General Meeting (AGM) as required under Section 136 of the
Companies Act, 2013. The Financial Statements including the
Consolidated Financial Statements, Financial Statements of Subsidiaries
and all other documents required to be attached to this Report have
been uploaded on the website of the Company (www. bslimited.in).
REPORT ON THE PERFORMANCE AND FINANCIAL POSITION OF SUBSIDIARIES,
ASSOCIATES AND JOINT VENTURE COMPANIES
Pursuant to Section 134 of the Companies Act, 2013 and Rule 8(1) of the
Companies (Accounts) Rules, 2014, the details on the Performance and
Financial Position of Subsidiaries, Associates and Joint Venture
Companies included in the Consolidated Financial Statements are as
under:
M/s. BS Global Resources Private Limited, Singapore M/s. BS Global
Resources Private Limited ("BSGRPL") was incorporated in 2011 as a
Wholly Owned Subsidiary of the Company. Headquartered in Singapore,
BSGRPL is engaged in the business of Trading of Coal, Nickel, Copper
Cathode and Minerals such as Iron Ore, and is a one-point sourcing frm
for Trading and Supply of Mineral Resources and Agro Products.
The Entity has lasting partnerships with major Coal Mines and
Suppliers, Credible Buyers and Sellers of Mineral Resources and has an
Economical Pricing Strategy with Long-Term Focus that lends it
competitive advantage. It seeks to become a significant player in the
International Minerals Trading Markets. Led by experienced management,
BSGRPL, within four years of operations, has achieved Revenues above
US$ 104 Million.
The Financial Performance of the said Subsidiary for the Financial Year
ended March 31, 2015 has been decent with a Turnover of Rs. 640.60 Crores
and a Proft before Tax and Proft after Tax of Rs. 6.41 Crores and Rs. 5.60
Crores, respectively.
M/s. BS Limited FZE, Dubai
M/s. BS Limited FZE has been incorporated as a Wholly- Owned Subsidiary
in compliance with the laws and regulations of Dubai Airport Free Zone
Authority and has received the Certificate of Incorporation from Dubai
Airport Free Zone Authority on March 06, 2014.
The Principal activities of the said Subsidiary consist of Trading in
Power Transmission Materials & Coal and Providing Related Engineering
Services.
The Subsidiary's performance for FY 2014-15 was outstanding with a
Revenue of Rs. 118.79 Crores (AED 71,477,941) and a Gross Margin of
1.89%. It earned a Net Proft of Rs. 1.27 Crores (AED 762,211) for the
Financial Year ended March 31, 2015.
M/s. Raichur Sholapur Transmission Company Private Limited
M/s. Raichur Sholapur Transmission Company Private Limited ("RSTCPL)
(formerly known as M/s. Raichur Sholapur Transmission Company Limited)
has been incorporated as a Special Purpose Vehicle ("SPV") Company, in
Joint Venture with M/s. Patel Engineering Limited and M/s. Simplex
Infrastructures Limited. The revenues in the said BOOM project is on
sharing basis and the same is spread over a period of 35 years.
As on March 31, 2015, your Company holds 26,664,000 Equity Shares
(33.33%) aggregating to Rs. 266,640,000/- of the Total Paid-up Share
Capital of RSTCPL.
During the year under review, the status of the said Company has been
changed pursuant to conversion from Public to Private Company with
effect from December 12, 2014, consequent upon the receipt of approval
from Registrar of Companies, Maharashtra.
The said Company successfully started commercial operations during the
year and has achieved a Turnover of Rs. 26.40 Crores from Transmission
Service, Rs. 0.11 Crores from Sale of Scrap and Rs. 0.49 Crores as other
income by way of Interest for the year under review. The Company
incurred a Loss of Rs. 0.75 Crores for the Financial Year ended March 31,
2015.
Information in this respect can also be referred in form AOC-1 which
has been disclosed in the Consolidated Financial Statements.
CONSOLIDATED FINANCIAL STATEMENTS The Consolidated Financial Statements
of your Company for the Financial Year 2014-15, have been prepared in
compliance with applicable provisions of the Companies Act, 2013 and
Rules prescribed there under, Accounting Standards and applicable
Clauses of the Listing Agreement as prescribed by the Securities and
Exchange Board of India (SEBI). The Consolidated Financial Statements
have been prepared on the basis of Audited
Financial Statements of the Company, its Subsidiary and Associate
Companies, as approved by their respective Board of Directors.
BUSINESS REVIEW AND FUTURE OUTLOOK A detailed business review and
future outlook is given in the Management Discussion and Analysis and
Corporate Governance Report which form part of the Annual Report.
CREDIT RATING
During the year under review, the Company has sustained the Credit
Rating of 'CARE BBB' (Triple B) assigned by CARE, to its Long-Term Bank
facilities. Further, the Rating of 'CARE A3 ' (A Three Plus) assigned
to the Short-Term Bank facilities of your Company has also been
rearmed.
HUMAN RESOURCE MANAGEMENT The Human Resource ("HR") function has over
the years developed capabilities and set up a scalable Recruitment and
Human Resource Management process which enables us to attract and
retain higher caliber employees. Employee relations continued to be
peaceful and productive during the year.
EMPLOYEE STOCK OPTION PLAN
Currently, your Company has been granting Stock Options to the
Employees under Employee Stock Option Plan 2011 ("ESOP 2011") which was
initiated pursuant to the approval of the Shareholders at the Annual
General Meeting held on September 30, 2011.
The applicable Disclosures with respect to the Employee Stock Option
Plan 2011 as required by the Securities and Exchange Board of India
Regulations / Guidelines, as amended, are appended as Annexure - 1 and
form part of this Report.
BOARD OF DIRECTORS
During the year under review, Mr. Rakesh Agarwal, Jt. Managing
Director and Mr. Mukesh Agarwal, Whole- Time Director, have resigned
from the Board with efect from May 30, 2014. Dr. Subrata Kumar De had
resigned as Non-Executive Independent Director, with effect from
September 02, 2014, owing to increased personal pre- occupations.. The
Board places on record its appreciation for their valuable contribution
during their tenure with the Company.
The Board of Directors of the Company has appointed Mr. Arun Dogra, a
Qualified Chartered Accountant, as a Whole-Time Director, designated as
Chief Financial Offer of the Company with effect from August 14, 2014.
The said appointment has been approved by the Shareholders at the
Annual General Meeting held on September 30, 2014.
Pursuant to Sections 149, 152 and other applicable provisions, if any,
of the Companies Act, 2013, One-third of the Directors as are liable to
retire by rotation, shall retire every year and, if eligible, offer
themselves for re-appointment at every AGM. Accordingly, Mr. Arun
Dogra retires by rotation at the ensuing Annual General Meeting of the
Company, and being eligible, offers himself for re-appointment.
The Board of Directors, vide its Circular Resolution dated June 04,
2015, appointed Mr. Kamesh Yalamarty as Additional Director of the
Company to hold Office up to the ensuing Annual General Meeting of the
Company. Further, the Board has, at its Meeting held on August 12,
2015, appointed Mr. Kamesh as Managing Director of the Company subject
to the approval of the Shareholders at the ensuing Annual General
Meeting of the Company. The Board considers that the appointment of
Mr. Kamesh Yalamarty would be of immense benefit to the Company. The
Company has received requisite notice in writing from a member
proposing Mr. Kamesh Yalamarty for appointment as the Director of the
Company.
The Board of Directors, at its Meeting held on August 12, 2015, had,
pursuant to the recommendations of Nomination and Remuneration
Committee, considered and shortlisted the profile of Ms. Dimple Kaul, to
be appointed as Additional Director, in the category of Non- Executive
Independent Director, in terms of Section 149(1) of the Companies Act,
2013 read with Rules prescribed there under. However, since Ms. Dimple
Kaul was not holding the Director Identification Number (DIN) as on the
said date, the Board advised that she shall be appointed subsequent to
her obtaining of DIN from the Registrar of Companies and accordingly
the item relating to her appointment as Independent Director be placed
before the Members at the Annual General Meeting for approval.
The brief resume of the Directors proposed to be appointed and / or
re-appointed and other relevant information have been furnished in the
Explanatory Statement to the Notice of the ensuing AGM. The Directors
recommend the Resolutions for the aforesaid appointment /
re-appointment for approval of the Members at the ensuing AGM.
DECLARATION OF INDEPENDENCE
Your Company has received Declarations from the
Independent Directors confirming that they meet the criteria of
Independence as prescribed under the provisions of Companies Act, 2013
read with the Schedules and Rules issued there under as well as Clause
49 of the Listing Agreement.
Pursuant to the provisions under Section 134(3)(d) of the Companies
Act, 2013, with respect to Statement on Declaration given by
Independent Directors under Section 149(6) of the Act, the Board hereby
confirms that all the Independent Directors of the Company have given a
declaration and have confirmed that they meet the criteria of
independence as provided in the said Section 149(6).
SEPARATE MEETING OF INDEPENDENT DIRECTORS: During the year under
review, the Independent Directors had, in accordance with the
provisions of Schedule IV (Code for Independent Directors) of the
Companies Act, 2013 and Clause 49 of the Listing Agreement, met
separately without the presence of Non-Independent Directors and the
Members of Management and discussed and reviewed, inter-alia, the
performance of Non-Independent Directors viz., Mr. Rajesh Agarwal,
Chairman and Managing Director and Mr. Arun Dogra, Whole Time Director
and the Board as a whole after taking into consideration the views of
Executive and Non-Executive Directors.
They also assessed the quality, quantity and timeliness of fow of
information between the Company's Management and the Board that are
necessary for the Board to effectively and reasonably perform its
duties. All the Independent Directors were present at the Meeting.
FAMILIARIZATION PROGRAMME
As per requirements under the Listing Agreement, the Company has put in
place a structured induction and Familiarization Programme for all its
Directors. The Company, through such programmes, familiarizes not only
the Independent Directors but also any new appointee to the Board, with
a brief background of the Company, individual Roles, Rights and
Responsibilities in the Company, Management Structure, nature of the
Industry in which the Company operates, Business Model, Operations of
the Company, Internal Control Systems, Functioning of Various
Divisions, HR Management, CSR Activities, etc. They are also informed
about important Policies of the Company including the Code of Conduct
for Board Members and Senior Management Personnel and the Code of
Conduct to Regulate, Monitor and Report Trading by Insiders, etc. The
Managing Director, Company Secretary, Business Heads and other Senior
Officials of the Company make presentations to the
Board Members on a periodical basis, briefing them on the operations of
the Company, Strategy, Risks, new initiatives, etc.
The Familiarization Programme for Independent Directors in terms of
provisions of Clause 49 of the Listing Agreement is uploaded on the
website of the Company at www.bslimited.in.
KEY MANAGERIAL PERSONNEL
The Key Managerial Personnel of the Company in accordance with the
provisions of Sections 2(51), 203 of the Companies Act, 2013 read with
Companies (Appointment and Remuneration of Managerial Personnel) Rules,
2014, are as under:
Mr. Rajesh Agarwal Chairman & Managing Director
Mr. Kamesh Yalamarty* Managing Director
Mr. Arun Dogra Whole Time Director designated as CFO
Ms. Alka Kumari Company Secretary & Compliance Offer
* Appointed with effect from August 12, 2015
Apart from the changes as mentioned under the "Board of Directors"
Section, there were no changes in the Office of Key Managerial Personnel
during the year under review.
POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION
In accordance with Section 178 and other applicable provisions if any,
of the Companies Act, 2013 read with the Rules issued hereunder and
Clause 49 of the Listing Agreement, the Board of Directors at their
Meeting held on February 14, 2015 formulated the Nomination and
Remuneration Policy on the recommendations of the Nomination and
Remuneration Committee. The salient aspects covered in the Nomination
and Remuneration Policy, covering the Policy on Appointment and
Remuneration of Directors, KMP and other employees and other matters
have been outlined in Rs.Annexure - 2' which forms part of this Report.
PARTICULARS OF REMUNERATION OF DIRECTORS / KMP / EMPLOYEES
In terms of the provisions of Section 197(12) of the Companies Act,
2013 read with Rules 5(2) and 5(3) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, a statement showing
the names and other particulars of the employees drawing Remuneration
in excess of the limits set out in the said Rules is attached as
'Annexure - 3A' which forms part of this Report.
Disclosures pertaining to Remuneration and other details
as required under Section 197(12) of the Act read with Rule 5(1) of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules,
2014 is attached as 'Annexure - 3B' which forms part of this Report.
NUMBER OF MEETINGS OF THE BOARD During the year under review, 5 (Five)
Board Meetings were held with gap between Meetings not exceeding the
period prescribed under the Companies Act. Details of Board and
Committee Meetings held during the year are set out in the Corporate
Governance Report which forms part of this Report.
The dates of the Board Meetings are finalized in consultation with the
Directors, and Agenda Papers backed by comprehensive notes and
background information are circulated well in advance of the Meeting,
thereby enabling the Board to take informed decisions.
PERFORMANCE EVALUATION OF THE BOARD, ITS COMMITTEES AND INDIVIDUAL
DIRECTORS In terms of Section 134 of the Act 2013 and the Corporate
Governance requirements as prescribed under Clause 49 of the Listing
Agreement, the Board reviewed and evaluated its own performance from
the perspectives of Company Performance, Strategy and Implementation,
Risk Management, Corporate ethics, based on the evaluation criteria
laid down by the Nomination & Remuneration Committee.
The Board discussed and assessed its own composition, size, mix of
skills and experience, its Meeting Sequence, Efectiveness of
Discussion, Decision Making, Follow-up Action, Quality of Information
and the Performance and Reporting by the Committees, viz., Audit
Committee, Nomination and Remuneration Committee (NRC), Stakeholders
Relationship Committee (SRC) and Corporate Social Responsibility
Committee (CSR).
Management endeavors to have a diverse Board representing a range of
experience at policy-making levels in business and in areas that are
relevant to the Company's global activities, and the Board, upon
evaluation, concluded that it is well balanced.
The performance of Individual Directors including all Independent
Directors assessed against a range of criteria such as contribution to
the Development of Business Strategy and Performance of the Company,
understanding the major risks affecting the Company, clear direction to
the Management and Contribution to the Board cohesion. The Performance
Evaluation has been done by the entire Board of Directors, except the
Director concerned being evaluated. The Board noted that all Directors
have understood the Opportunities and Risks to the Company's Strategy
and are supportive of the direction articulated by the Management Team
towards consistent improvement.
The Board also noted that Corporate Responsibility, Ethics and
Compliance are taken seriously, and there is balance between the core
values of the Company and interests of Stakeholders. The Board is
satisfed with the Company's Performance viz., New Projects, Operations,
Finance Management, International Business, Employee Relations and
Compliance with Statutory / Regulatory requirements and fnally
concluded that the Board operates effectively and is closely aligned to
the culture of the business.
The Performance of each Committee was evaluated by the Board by seeking
inputs from its Members on the basis of the criteria such as matters
assessed against terms of reference, time spent by the Committees in
considering matters, quality of information received, work of each
Committee, overall effectiveness and decision making and compliance with
the Corporate Governance requirements, and concluded that all the
Committees continued to function effectively, with full participation by
all its Members and the Members of Executive Management of the Company.
The Board reviewed each Committee's terms of reference to ensure that
the Company's existing practices remain appropriate. Recommendations
from each Committee are considered and approved by the Board prior to
implementation.
DIRECTORS' RESPONSIBILITY STATEMENT Pursuant to the provisions under
Section 134(5) of the Companies Act, 2013, with respect to Directors'
Responsibility Statement, the Directors confirm:
a. That in the preparation of Annual Accounts, the applicable
Accounting Standards have been followed and no material departures have
been made from the same;
b. That they 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 Afairs of
the Company at the end of the Financial Year and of the Proft and Loss
of the Company for that period;
c. That they 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;
d. That they have prepared the Annual Accounts on a Going Concern
Basis;
e. That they have laid down Internal Financial Controls to be followed
by the Company and that such Internal Financial Controls are adequate
and operating effectively; and
f. That they have devised proper systems to ensure compliance with the
provisions of all applicable laws and that such systems were adequate
and operating effectively.
STATUTORY AUDITORS
M/s. P. Murali & Co., Chartered Accountants, Statutory Auditors of the
Company, will retire at the conclusion of the ensuing AGM and, being
eligible, has consented and offered itself for re-appointment as
Statutory Auditors for the Financial Year 2015-16. Your Company has
received written consent and a Certificate from the Auditors stating
that they satisfy the criteria provided under Section 141 of the
Companies Act, 2013 read with the Companies (Audit and Auditors) Rules,
2014 and that their re-appointment, if made, shall be in accordance
with the applicable provisions of the Companies Act, 2013 and Rules
issued hereunder that they are not disqualified for such re-appointment
under the provisions of applicable laws and also that there is no
proceeding against them or any of their partners pending with respect
to professional matter of conduct.
As required under Clause 49 of the Listing Agreement, The Auditors
have, vide their letter dated May 19, 2015, also confirmed that they
have subjected themselves to the peer review process of Institute of
Chartered Accountants of India (ICAI) and hold a valid Certificate
issued by the Peer Review Board of the ICAI.
The Audit Committee and the Board of Directors recommend the
re-appointment of M/s. P. Murali & Co., Chartered Accountants, as the
Auditors of your Company for the Financial Year 2015-16 till the
conclusion of the next AGM.
There are no observations (including any qualification, reservation,
adverse remark or disclaimer) of the Auditors in their Audit Report,
for the Financial Year 2014-15, that may call for any explanation from
the Directors. Further, the notes to accounts referred to in the
Auditor's Report are self-explanatory.
COST AUDITORS
The Board of Directors had appointed M/s. Srinivas & Co., Cost
Accountants, as the Cost Auditor for the Financial Year 2014-15 to
conduct the Audit of the Cost Records of your Company.
As per Section 148 and other applicable provisions, if any, of the
Companies Act, 2013 read with Companies (Audit and Auditors) Rules,
2014, the Board of Directors has, on the recommendations made by the
Audit Committee, re-appointed M/s. Srinivas & Co., Cost Accountants
(Firm Registration No. 00278), as the Cost Auditor for the Financial
Year 2015-16 for conducting the Cost Audit in respect of the business
of the Company.
Your Company has received consent from M/s. Srinivas & Co., Cost
Accountants, to act as the Cost Auditor for the Financial Year 2015-16
along with a Certificate confirming their independence. The remuneration
proposed to be paid to the Cost Auditors, subject to the ratification,
in terms of Section 148(3) of Companies Act, 2013, by the members at
the ensuing Annual General Meeting, would be Rs. 140,000/- (Rupees One
Lakh Forty Thousand only) excluding out of pocket expenses, if any.
The Cost Audit Report for the Financial Year 2013-14, issued by M/s.
Srinivas & Co., Cost Auditors, in respect of the various products
prescribed under Cost Audit Rules, was fled with the Ministry of
Corporate Afairs (MCA) on September 27, 2014. The due date for fling
the said Report with MCA was September 27, 2014.
The Cost Audit Report for the Financial Year 2014-15, in respect of the
various products prescribed under relevant Cost Audit Rules shall be
fled as per the requirements of applicable laws.
SECRETARIAL AUDITORS
Pursuant to the provisions of Section 204 of the Companies Act, 2013
read with the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014, Mr. Y. Koteswara Rao, Practicing Company
Secretary, was appointed as Secretarial Auditor of the Company for the
Financial Year 2014-15. The Secretarial Audit Report submitted by him
in the prescribed Form MR-3 is attached as 'Annexure - 4' and forms
part of this Report.
There are no qualifications or observations or other remarks of the
Secretarial Auditor in the Report issued by him for the Financial Year
2014-15 which call for any explanation from the Board of Directors.
EXTRACT OF ANNUAL RETURN
The details forming part of the Extract of the Annual Return in Form
MGT-9 in accordance with Section 92(3) of the Companies Act, 2013 read
with the Companies (Management and Administration) Rules, 2014, are set
out herewith as "Annexure - 5" to this Report.
RELATED PARTY TRANSACTIONS
During the Financial Year 2014-15, your Company entered into
transactions with Related Parties as defend under Section 2(76) of the
Companies Act, 2013 read with Companies (Specification of Definitions
Details) Rules, 2014, which were in the ordinary course of business, on
arm's length basis and in accordance with the provisions of the
Companies Act, 2013 read with Rules issued hereunder and Clause 49 of
the Listing Agreement.
During the year under review, there were no transactions with Related
Parties which qualify as material transactions under the Listing
Agreement.
The details of the Related Party Transactions as required under
Accounting Standard - 18 are set out in Note No. 36 to the Standalone
Financial Statements forming part of this Annual Report.
The Form AOC- 2 pursuant to Section 134(3)(h) of the Companies Act,
2013 read with Rule 8(2) of the Companies (Accounts) Rules, 2014 is set
out as 'Annexure - 6' to this Report.
LOANS AND INVESTMENTS
Details of Loans, Guarantees and Investments under Section 186 of the
Companies Act, 2013 read with the Companies (Meetings of Board and its
Powers) Rules, 2014 are as follows:
A. Details of Investments made by the Company as on March 31, 2015
(including Investments made in the previous years):
(Rs,in Crores)
S.
No. Name of the Entity Nature of Entity Amount
1. BS Global Resources
Private Limited
(Singapore) Wholly-Owned
Subsidiary 26.55
2. BS Limited FZE Wholly-Owned
Subsidiary 0.65
3. Raichur Sholapur
Transmission Company
Pvt. Ltd. SPV / JV Company 26.66
Total 53.86
B. Details of Loans given by the Company are as follows:
(Rs,in Crores)
S.
No. Name of the Entity Nature of Entity Amount
1. BS Global Resources
Private Limited
(Singapore) Wholly-Owned
Subsidiary 19.83
Total 19.83
C. Details of Guarantees issued by your Company in accordance with
Section 186 of the Companies Act, 2013 read with the Rules issued
there under:
S.
No. Name of the Entity On Behalf of Amount Amount
(US$) (Rs,in Crores)
1. UCO Bank BS Global
Resources
Private
Limited 5,000,000 31.27
2. Habib Bank Limited BS Global
Resources
Private
Limited 3,000,000 18.76
Total 8,000,000 50.02
RISK MANAGEMENT
Risk is an integral part of business and your Company is committed to
managing risks in a proactive and efficient manner. Your Company
periodically assesses risks in the internal and external environment
along with the cost of treating risks, and incorporates risk treatment
plans in its strategy, business and operational plans.
Your Company, through its Risk Management process, strives to contain
impact and likelihood of the risks within the risk appetite as agreed
from time to time with the Board of Directors. As per the requirements
of Clause 49 of the Listing Agreement, your Company has constituted a
Risk Management Committee to oversee the risk management efforts in the
Company under the Chairmanship of Mr. Rajesh Agarwal, Chairman &
Managing Director of the Company. The details of the Committee along
with its charter are set out in the Corporate Governance Report forming
part of this Report.
There are no risks which in the opinion of the Board threaten the
existence of your Company. However, some of the risks which may pose
challenges are set out in the Management Discussion and Analysis which
forms part of this Report.
VIGIL MECHANISM
Your Company is committed to highest standards of ethical, moral and
legal business conduct. Accordingly, the Board of Directors has
formulated a Whistle Blower Policy which is in compliance with the
provisions of Section 177(10) of the Companies Act, 2013 and Clause 49
of the Listing Agreement. The Policy provides for a framework and
process whereby concerns can be raised by its employees against any
kind of discrimination, harassment, victimization or any other unfair
practice being adopted against them. More details on the Vigil
Mechanism and the Whistle Blower Policy of your Company have been
outlined in the Corporate Governance Report which forms part of this
Report.
CORPORATE SOCIAL RESPONSIBILITY The Board of Directors has, at its
Meeting held on February 14, 2015, approved the Corporate Social
Responsibility (CSR) Policy for your Company pursuant to the provisions
of Section 135 of the Companies Act, 2013 read with the Companies
(Corporate Social Responsibility Policy) Rules, 2014, and incorporating
recommendations of the CSR Committee. The CSR Policy outlines the CSR
vision of your Company based on embedded tenets of trust, fairness and
care.
The Annual Report on CSR activities in accordance with the Companies
(Corporate Social Responsibility Policy) Rules, 2014, is set out
herewith as 'Annexure - 7' to this Report.
CORPORATE GOVERNANCE
Your Directors adhere to the requirements set out in Clause 49 of the
Listing Agreement with the Stock Exchanges. A separate section on
Corporate Governance is attached and forms part of the Annual Report.
The Chairman & Managing Director's Declaration regarding the compliance
of Code of Conduct and Ethics for Board Members and Senior Management
Personnel forms part of Report on Corporate Governance. The requisite
Certificate from the Statutory Auditors of the Company confirming
Compliance to the conditions of Corporate Governance as stipulated
under Clause 49 of the Listing Agreement with the Stock Exchanges is
attached to the Report on Corporate Governance.
MANAGEMENT DISCUSSION AND ANALYSIS As stipulated under Clause 49 of the
Listing Agreement with Stock Exchanges, the Management Discussion and
Analysis forms an integral part of this Report and gives detail of the
overall Industry Structure, Performance and State of Affairs of the
Company's various businesses, Internal Controls and their adequacy,
Risk Management Systems and other material developments during the
Financial Year.
DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
(PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013
Your Company has always believed in providing a safe workplace for
every individual through various interventions and practices. The
Company endeavors to create and provide an environment that is free
from discrimination and harassment including sexual harassment.
A Policy on Prevention of Sexual Harassment at Workplace was released
during the Previous Financial Year. The Policy aims at prevention of
harassment of employees and lays down the guidelines for identification,
reporting and prevention of undesired behavior. A Five Member Internal
Complaints Committee (ICC) was set up from the Senior Management with
women employees constituting a majority.
The ICC is responsible for redressing complaints related to Sexual
Harassment and follows the guidelines provided in the Policy. The ICC
has not received any complaints pertaining to Sexual Harassment during
the year ended March 31, 2015.
LISTING ON STOCK EXCHANGES
The Equity Shares of your Company continue to remain listed on the BSE
Limited (BSE) and the National Stock Exchange of India Limited (NSE).
The Annual Listing Fee for the Financial Year 2015-16 has been duly
paid within the stipulated time to both the Stock Exchanges.
PUBLIC DEPOSITS
During the Financial Year 2014-15, your Company has not accepted any
Deposit within the meaning of Sections 73 and 74 of the Companies Act,
2013 read with the Companies (Acceptance of Deposits) Rules, 2014 and
any re-enactments thereof.
TRANSFER TO RESERVES
Your Company has not transferred any amount to the
General Reserves for the Financial Year 2014-15.
PARTICULARS REGARDING CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND
FOREIGN EXCHANGE EARNINGS AND OUTGO The particulars relating to
Conservation of Energy, Technology Absorption and Foreign Exchange
Earnings and outgo as required to be disclosed under Section 134 of the
Companies Act, 2013 read with the Companies (Accounts) Rules, 2014, is
set out herewith as 'Annexure - 8' and forms part of this Report.
SIGNIFICANT / MATERIAL ORDERS PASSED BY THE
REGULATORS
There are no significant / material orders passed against the Company by
the Regulators, Courts or Tribunals which impact the Going Concern
Status of your Company and its operations in future.
ACKNOWLEDGEMENTS
Your Directors wish to place on record their gratitude to the
Shareholders, Customers, Vendors, Bankers, Financials Institutions,
Government Authorities, Contractors, Joint Venture Partners and all
other Stakeholders for their continued support and valuable assistance
and co-operation to the Company. Your Directors take this opportunity
to commend the continued commitment and dedication of employees at all
levels and look forward to valuable sustained support and
encouragement.
For and on behalf of the Board of Directors
Sd/-
(Rajesh Agarwal)
Chairman & Managing Director
Place : Hyderabad
Date : August 12, 2015
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