DIRECTORS REPORT Dear Members, Your directors are pleased to present their 20th Annual Report, to the members, on the business and operations of BSEL Infrastructure Realty Limited (hereafter referred to as 'BSEL') together with the Audited Abridged Annual Accounts for the financial year ended March 31, 2015. Review of Operations Stand alone income for the year under review is Rs. 247.59 lacs and the stand alone net profit is Rs. 49.52 lacs. The company had to suffer with a consolidated loss of Rs. 491.41 compared to last year loss of Rs.3,102.93 lacs. However due to its cautious approach with intention to maintain its liquidity position intact. Dividend Directors of the Company are unable to declare any dividend for the financial year ended on March 31, 2015 as company suffered with a loss in the financial year under consideration. Share capital The share capital of the Company remained unchanged during the year under review. The total Equity Share Capital of the Company is comprised of 82,616,840 Equity Shares of Rs. 10/- each Global Depository Receipts Outstanding Global Depository Receipts as on March 31, 2015 are 183,647. No conversion of GDRs into shares was noted during this financial year. Quality assurance The Company firmly believes in the pursuits of excellence in this ever growing infrastructure and realty sector. Our focus has been on providing consistently quality products and services to our clients. Subsidiaries Ministry of Corporate Affairs (MCA) issued General Circular No. 2/2011 vide letter no. 51/12/2007-CL-III dated February 8, 2011, trough which it granted a General Exemption to companies from attaching 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. Depository systems The Company continues with its arrangement with National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL) for dematerialization of securities in accordance with the provisions of the Depositories Act, 1995 and members may avail of such facilities. With this, the members have an option / discretion to hold demated shares with NSDL and / or CDSL. Directors Mrs. Disha Rajendra Devrukhkar, Whole Time Director, retires at this annual general meeting by rotation and being eligible offers himself for reappointment. The board recommends the re-appointment of Mrs. Disha Rajendra Devrukhkar, Whole Time Director of the Company. No other changes took place in the structure of the Board of Directors of the Company. Declaration of Independent Directors The Independent Directors have submitted their disclosures to the Board that they fulfill 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. Board Meeting During the financial year 2014-15, the Board met four (4) times Company's 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 any 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. 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 attached as "Annexure IV". Disclosure under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redresal ) 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 2014-15. No of complaints received: Nil No of complaints disposed off: Nil 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, 2015 and of its Profit/Loss 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; and d.They have prepared the annual accounts for the year ended 31st March, 2015 on a 'going concern' basis; and e.They have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively. Corporate Social Responsibility The Company has not developed and implemented any Corporate Social Responsibility initiatives as the provisions of Section 135 of the Companies Act, 2013 are not applicable. Particulars of loans, guarantees or investments made under section 186 of the Companies Act, 2013 The details of loan given or guarantee given or investment made or security provided pursuant to Section 186 of the Companies Act, 2013 during the year under review are given under ANNEXURE III 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. 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. Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo There was no conservation of energy, technology absorption, Foreign exchange Earnings and outgo as required under Section 134 (3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014. Statement indicating development and implementation of Risk Management 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. Details of significant material orders passed by the regulators / courts / tribunal impacting the going concern status and company's 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. Details in respect of adequacy of Internal Financial Controls with reference to the Financial Statements pursuant to Rule 8 (5) (viii) of the Companies (Accounts) Rules, 2014 The Company has an adequate internal financial control system, commensurate with the size of its business operations. Particulars of contracts or arrangements made with related parties made pursuant to Section 188 of the Companies Act, 2013 There was no contract or arrangements made with related parties as defined under Section 188 of the Companies Act, 2013 during the year under review. Annual Return The extracts of Annual Return pursuant to the provisions of Section 92 read with Rule 12 of the Companies (Management and administration) Rules, 2014 is furnished in "Annexure V". Disclosure of composition of Audit Committee and providing vigil mechanism The Audit Committee consists of the following members; a.Mr. Hitesh Dinkar Vora, Independent Director -Chairman b.Mr. Dipal Ajit Muchchala , independent Director-Member c.Ms. Disha Rajendra Devrukhkar, Independent Director -Member The above composition of the Audit Committee consists of independent Directors viz. Mr. Hitesh Vora and Mr. Dipal Muchchala who form the majority. The Company has established a vigil mechanism and overseas 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 co employees and the Company. Corporate governance A detailed report on corporate governance is part of this annual report. Certificate of the statutory auditors of the Company regarding compliance with the provisions of corporate governance as stipulated in clause 49 of the listing agreement is also provided in the Corporate Governance Report as ANNEXURE VI. Auditors M/s Raju & Prasad Chartered Accountants, Mumbai, hold the office of the Statutory Auditors of the Company retire at the conclusion of the annual general meeting. However, they have expressed their unwillingness for getting re-appointed The Board of Directors have received the consent u/s 141 of the Companies Act, 2013 from M/s. Deepak Vekaria and Associates, Chartered Accountants to act as Statutory Auditor of the Company till the conclusion of the next annual general meeting. The audit committee has recommended their appointment for the office of Statutory Auditors of the Company. The necessary resolution is being placed before the shareholders for approval. Comments on Auditor's Report With reference to the comments given by the Auditors on the Auditors Report on accounts of the Company, the management's explanations have been suitably made in the Notes to Accounts of the Balance Sheet and Profit and Loss account and are self explanatory. Secretarial Auditor Mr. Harsh Vijay Gor, Proprietor of H V Gor & Co, Practicing Company Secretaries, have been appointed in the meeting of the Board of Directors of the Company held on 30th May, 2015 as the Secretarial Auditor of the Company u/s 204 of the Companies Act, 2013 to conduct Secretarial Audit of the Company for the financial year ended 31st March 2015 and report thereof. The Secretarial Audit Report has been furnished as ANNEXURE IX to the Board Report and is self explanatory. Comments on Secretarial Audit Report The explanations /comments made by the Board relating to the qualifications, reservations or adverse remarks made by the Auditors in their report are furnished as under: 1.The Company has been giving advertisement in the Classifieds for the purpose of inviting applications for the post of Company Secretary in whole - time employment of the Company. However, the Company has failed to receive applications suitable to the responsibilities and Company's requirements. 2.The failure to file a report on the 19th Annual General Meeting in e-form MGT-15 with the Registrar of Companies was due to a genuine oversight on the part of the Company. The Board of Directors assures that there was no mala fide intention to effect the interest of the stakeholders of the Company. 3.The failure to file e-form MGT-10 with the office of the Registrar of Companies was due to a genuine oversight on the part of the Company. The Board of Directors assures that there was no mala fide intention to effect the interest of the stakeholders of the Company. Acknowledgment The directors sincerely appreciate the contributions made by all employees and business associates who have supported the Company to stand firmly in the critical and challenging situations of emerged out of economic crisis. Your directors are also thankful for the co-operation, support and assistance received from banks, investors, customers, central and state government departments, local authorities, vendors, strategic alliance partners and all other associated with the activities of the Company. Your directors would also like to acknowledge the continued support of the Company's shareholders. For and on behalf of the Board Sd/- Disha Devrukhkar Whole Time Director Place: Navi Mumbai Date: 24th August, 2015 |