A. COMPANY OVERVIEW
BGR Energy Systems Limited is a public limited company incorporated
under the provisions of the Companies Act, 1956. Its equity shares are
listed on Bombay Stock Exchange (BSE) and National Stock Exchange
(NSE).The company is a manufacturer of capital equipments for Power
Plants, Petrochemical Industries, Refineries, Process Industries and
undertakes turnkey Balance of Plant (BOP) and Erection Procurement and
Construction (EPC) contracts for Power plants. The Company has been
achieving its objectives through its five business units: Power
projects, Electrical projects, Oil and Gas equipment, Environmental
engineering and Air Fin Coolers.
1. EMPLOYEE STOCK OPTION PLANS
Stock option granted to the employees under the stock option scheme
established are evaluated as per the accounting treatment prescribed by
the SEBI (Employee Stock Option Scheme and Employee stock purchase
scheme) Guidelines, 1999. The company follows the intrinsic value
method of accounting for the options and accordingly, the excess of
value of the stock options as determined by an independent valuer on
the date of grant over the exercise price of the options, if any, is
recognized as deferred employee compensation cost and is charged to the
Statement of Profit and Loss.
Employee Stock Option Scheme - 2007
Pursuant to the decision of the shareholders, at their meeting held on
July 11, 2007, the company has established an ''Employee Stock Option
Plan 2007'' (''ESOS 2007'' or ''the Scheme'') to be administered by the
Compensation Committee of the Board of Directors. ESOS 2007 provides
for grant of options amounting to not more than 1.5% of the issued and
paid up equity capital of the company outstanding at any point of time
to officers, directors and key employees to purchase equity shares of
face value of Rs. 10 each, with such option conferring a right upon the
employee to apply for one equity shares of the company, in accordance
with the terms and conditions of such issue. The exercise price of the
option is Rs. 408.
The company has taken various residential / commercial premises and
land under cancellable and non-cancellable operating leases. These
lease agreements are normally renewed on expiry.
3. SEGMENT REPORTING
Primary segment information (Business segments)
Information about Business Segments (information provided in respect of
revenue items for the year ended March 31, 2013 and in respect of
assets / liabilities as at March 31, 2013) are furnished below:
4. PARTICULARS OF RELATED PARTIES
List of Related Parties
a. Subsidiary Companies
i. Progen Systems and Technologies Limited
ii. BGR Boilers Private Limited
iii. BGR Turbines Company Private Limited
iv. Sravanaa Properties Limited
b. Associate Company - Nil
c. Other companies (Enterprises where significant influence exists and
enterprises where key management personnel have significant influence)
i. GEA Cooling Tower Technologies (India) Private Limited
ii. GEA BGR Energy System India Limited
iii. Germanischer Lloyd Industrial Services (India) Private Limited
iv. Mega Funds India Limited
v. Sasikala Estate Private Limited
vi. Schmitz India Private Limited
vii. Cuddalore Powergen Corporation Limited
viii. ANI Constructions Private Limited
ix. Nannilam Property Private Limited
x. Pragathi Computers Private Limited
xi. BGR Odisha Powergen Limited
d. Joint Ventures
Mecon - GEA Energy System (India) Limited (JV)
e. Key management personnel :
i. Mr. B.G.Raghupathy Chairman & Managing Director
ii. Mr. T.Sankaralingam Managing Director (relinquished office on
iii. Mr. V.R. Mahadevan Director - Technologies & HR
iv. Mr. A.Swaminathan Director - Sales & Marketing
v. Mr. K. Chandrashekhar Director - Projects (appointed on 01.11.2012)
vi. Ms. Swarnamugi Karthik Director - Corporate Strategy (appointed on
f. Relatives of Key Management Personnel
i. Ms. Swarnamugi Karthik (Daughter of Mr. B.G. Raghupathy and Mrs.
Sasikala Raghupathy) (appointed as Director - Corporate Strategy on
ii. Ms. Priyadarshini Raghupathy (Daughter of Mr.B.G.Raghupathy and
Mrs. Sasikala Raghupathy)
iii. Ms. Vaani Raghupathy (Daughter of Mr.B.G.Raghupathy and Mrs.
iv. Mr. Arjun Govind Raghupathy (Son of Mr.B.G.Raghupathy and Mrs.
5. IMPAIRMENT OF ASSETS
a. Cash Generating Units :
There is no impairment loss of cash generating assets and hence no
provision was made in the financial statements.
b. Other Assets :
The company has made a provision of Rs. 81 Lakhs (Rs. 34 Lakhs) in the
books of accounts towards impairment of other fixed assets based on the
6. In respect to construction contracts, cost of material includes
value added tax, central sales tax, works contract tax and service tax.
7. Interest income from fixed deposits have been netted off with
interest expense on working capital facilities.
a) The company has made a provision / transfer of Rs. 1776 Lakhs (Rs.
3451 Lakhs) towards Warranty and Contractual obligations on the
products supplied / contracts executed by the company during the year.
b) Current tax includes Rs. 160 Lakhs ( Nil ) being provision for
income tax in respect of earlier years.
9. PREVIOUS YEAR FIGURES
Figures of previous year have been regrouped / rearranged, wherever
required to confirm to the current year presentation.