The Directors of your Company have pleasure in presenting Twenty Fifth
Annual Report together with the Audited Accounts and Auditors'' Report
for the year ended 31st March, 2014.
1. Financial Performance:
The financial performance of the Company for the year ended 31st March,
2014 is as summarized below:-
(Rs. in Lacs)
Particulars 2013-2014 2012-2013
Gross Turnover & Other Income 568.70 3769.49
Profit / (Loss) before Exceptional
Item, Interest, Depreciation & Taxation (227.87) (1246.12)
Less- Exceptional Item (Provision for
Doubtful Debts) 3154.37 755.79
Profit / (Loss) before Interest,
Depreciation & Taxation (3382.24) (2001.91)
Less - Interest 38.70 2268.91
Profit / (Loss) before Depreciation &
Taxation (3420.94) (4270.82)
Less - Depreciation 33.76 42.40
Profit / (Loss) before tax (3454.70) (4313.22)
Less- Provision for Taxation
(Incl. Deferred Tax) 6.82 (122.42)
Net Profit / (Loss) for the year (3461.52) (4190.80)
Add - Surplus brought forward from
previous Year (4362.71) (171.91)
Profit / (Loss) available for Appropriations (7824.23) (4362.71)
Transfer to General Reserve -
Balance Carried to Balance Sheet (7824.23) (4362.71)
2. Performance Review: For the year 2013-14, the Turnover of the
Company has decreased and stood at Rs. 384.64 Lakhs and Net Loss
incurred is Rs. 3461.52 Lakhs. The substantial loss has resulted due to
exceptional item and lower capacity utilization coupled with falling
3. Dividend: Your Directors do not recommend any dividend for the year
under review in view of losses incurred.
4. Directors: Mr. Rajendrakumar Anandilal Choudhary, Director, retire
from the Board by rotation and being eligible has offered himself for
re-appointment at the ensuing Annual General Meeting.
Pursuant to Sections 149, 150 & 152 of the Companies Act, 2013 read
with Companies (Appointment and qualification of Director) Rules, 2014
along with Schedule IV or re-enactment thereof for the time being in
force, the Independent Directors can hold office for a term of Five
consecutive years on the Board of your Company. Accordingly, it is
proposed to appoint Mr. Kesavan Mudakkarappillil Sugathan and Mr. Lalit
Laxiram Agarwal, existing Directors as Non - Executive Independent
Directors for a term of five consecutive years and shall not be liable
to retire by rotation.
The Company has received requisite notice from the respective directors
proposing their candidature for appointment as an Independent Director
and has also received declaration from the aforesaid Independent
Directors confirming that they meet the criteria of Independence as
prescribed under provisions of Section 149(6) of the Companies Act,
2013 and Clause 49 of the Listing Agreement with the Stock Exchanges.
Brief resume of the Directors proposed to be appointed/ re-appointed,
qualification, experience and the names of the Companies in which they
hold directorship, membership of the board committees, as stipulated in
the clause 49 of the listing agreement are provided in the Report on
Corporate Governance forming a part of the annual report.
5. Directors'' Responsibility Statement: Pursuant to the requirement
under Section 2I7(2AA) of the Companies Act, 1956, the Directors, to
the Best of their knowledge and belief, confirm that: -
a) In the preparation of the annual accounts for the financial year
2013-14, the applicable accounting standards have been followed and
there are no material departures;
b) Appropriate accounting policies have been selected and applied
consistently and such judgments & estimates have been made 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, 2014 and of the Profit /
loss of the Company for the accounting year ended on that date;
c) Proper & sufficient care has been taken for the maintenance of
adequate accounting records in accordance with the provisions of the
Companies Act, I956 for safeguarding the assets of the Company and for
preventing & detecting fraud and other irregularities; and
d) The annual accounts of the Company have been prepared on a going
6. Auditors: M/s. Bansal Bansal & Co, Chartered Accountants, who are
the Statutory Auditors of the Company, hold office till the conclusion
of the forthcoming AGM and are eligible for re-appointment. Pursuant to
the provisions of section 139 of the Companies Act, 2013 and the Rules
framed there under, it is proposed to appoint M/s. Bansal Bansal & Co
as statutory auditors of the Company from the conclusion of the Twenty
Fifth Annual General Meeting (AGM) till the conclusion of Twenty Sixth
Annual General Meeting (AGM).
The Company has received a Certificate from them that their
re-appointment, if made, would be within the limits and that they are
not disqualified for such an appointment under the Companies Act, 2013.
Their reappointment is recommended by the board.
7. Auditors'' Report: As regards Auditor''s remarks in the Audit report,
comments of the Board of Directors are as under:
a) Auditor Remark:
The financial statements of the company have been prepared on a going
concern basis, notwithstanding the fact that its net worth is fully
eroded due to high losses for the financial years 2011-2012, 2012-2013
and 2013-2014. The appropriateness of the said basis is interalia
dependent on the company''s ability to infuse requisite funds for
meeting its obligations, rescheduling of debt and resuming normal
Boards Comments on the same:
The above Auditors remarks are self explanatory.
b) Auditor Remark:
The company has sent letters to customers in respect of trade
receivables for confirming balances outstanding as at March 31,2014,
but in most of the cases the customers have not sent written
confirmation confirming the balance outstanding as at March 31,2014. In
the absence of confirmation any provision to be made for adverse
variation in the carrying amounts of trade receivables is not
Boards Comments on the same:
The Board considers all outstanding balance of customers as on 31st
March, 2014 as good and recoverable excepting those considered doubtful
and provided for during the financial year 2013-14.
c) Auditor Remark:
The Company has not provided for Interest payable to State Bank of
India amounting to Rs. 2341.46 lacs (on various loans from State Bank
of India) for the Financial Year 2013-2014. The Company has also not
made any provision for penal interest claimed by the Bank. As a result
the Loss for the year ended 31st March, 2014 is understated by Rs.
2341.46 lacs and current Liabilities as at 31st March, 2014 are also
understated by Rs. 2341.46 Lacs. The amount of penal interest cannot be
quantified as the details have not been received from the Bank.
Boards Comments on the same:
Based on the Legal advice received by the Company, it has been decided
not to provide any interest on liability of State Bank of India.
d) Auditor Remark:
The Lender Bank of Bil Energy Systems Limited has pursuant to certain
Corporate Guarantees given by the Company demanded from the Company
their dues from Bil Energy Systems Limited amounting to Rs. 84.69
crores. No provision has been made in the accounts for the probable
loss that may arise on account of above demand of Rs. 84.69 crores.
Boards Comments on the same:
Bil Energy Systems Limited, the Borrower in whose favour the Company
has given Corporate Guarantee to State Bank of India, has Informed the
Company that they are in negotiation with the Lender Bank for
settlement/ Re-schedulement of dues and Hence no provision has been
made in the account.
e) As regards Auditors'' remarks in Annexure to their report under Item
No. 1 (b) & 2 (a), with regard to Physical verification reports of
fixed assets and inventories, the same are self explanatory;
f) As regards Auditors'' remarks in Annexure to their report under Item
No. 7, with regard to report of internal audit, Company has in house
internal audit system commensurate with the size and nature of its
business and hence no formal audit report is available.
8. Cost Auditors: Jayant J. Paleja, Practicing Cost Accountant, has
been appointed as Cost Auditor to conduct cost audit of the records of
the Company for the financial year 2014-2015.
The Company has received a Certificate from them that their appointment
would be within the limits and that they are not disqualified for such
an appointment under the Companies Act, 2013. Their appointment is
accepted by the board.
9. Tax Provisions: The Company has made adequate provisions as
required under the provisions of Income Tax Act, 1961 as well as other
relevant laws governing taxation on the Company.
10. Fixed Deposits: During the year ended on 31st March, 2014, the
Company has not accepted any Fixed Deposit from public under Section
58A & 58AA of the Companies Act, 1956 read with the Companies
(Acceptance of Deposits) Rules, 1975.
11. Management''s Discussion and Analysis Report: A detailed review of
the operations, performance and future outlook of the Company and its
businesses is given in the Management''s Discussion and Analysis Report,
which forms part of this Report as Annexure I.
12. Corporate Governance: We adhere to the principal of Corporate
Governance mandated by the Securities and Exchange Board of India
(SEBI) and have implemented all the prescribed stipulations. As
required by Clause 49 of the Listing Agreement, a detailed report on
Corporate Governance forms part of this Report. The Auditors''
Certificate on compliance with Corporate Governance requirements by the
Company is attached with the Corporate Governance Report as Annexure
13. Energy Conservation and Technology Absorption: In view of the
nature of business of the Company the information required under
Section 217(1) (e) of the Companies Act, 1956, read with the Companies
(Disclosure of Particulars in Report of the Board of Directors) Rules,
1988 with respect to conservation of Energy, Technology absorption is
not given as electricity purchased and consumption per unit of sales is
14. Foreign Exchange earnings and outgo:
Your Company earned/spent foreign exchange as under during the year.
Earnings : Rs. Nil
Outgo : Rs. Nil
15. Particulars of Employees: There are no employees covered under
Section 2I7(2A) of the Companies Act, 1956.
16. Acknowledgement: The Board wishes to place on record its sincere
appreciation for the assistance and co-operation received from Bankers,
Government Departments and other Business Associates for their
continued support towards the conduct of operations of the Company
The directors express their gratitude to the shareholders for their
continuing confidence in the Company. The directors also acknowledge
the hard work and persuasive efforts put in by the employees of the
Company in carrying forward Company''s vision and mission.
On behalf of the Board of Directors,
For Bilpower Limited
Sureshkumar Anandilal Choudhary
Mumbai, 28th May, 2014 Chairman