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Directors Report of BF Investment Ltd.

Mar 31, 2015

Dear Members,

The Directors have pleasure in presenting their Sixth Annual Report on the business and operations of the Company together with Audited Statement of Accounts for the year ended 31st March, 2015.

FINANCIAL PERFORMANCE :

(Rs. in Million)

Particulars Year ended Year ended 31st March, 31st March, 2015 2014

Total Income 207.31 229.16

Total Expenditure 16.76 24.77

Profit before taxation 190.56 214.25

Provision for tax (including Deferred 3.05 14.79 Tax)

Net Profit 187.51 199.46

Balance of Profit/(Loss) from previous 3,259.24 3,099.67 year

Add Profit for the year 187.51 199.46

Balance available for appropriation 3,446.75 3,299.13

Appropriations :

Transfer to Reserve Fund in terms of 37.50 39.89 Section 45-IC of the Reserve Bank of India Act, 1934

Balance carried to Balance Sheet 3,409.24 3,259.24

DIVIDEND :

Your Directors do not recommend any dividend on the equity shares for the year ended 31st March, 2015. MANAGEMENT DISCUSSION AND ANALYSIS

The main object of the Company is to make strategic investments in the Kalyani Group Companies. The Company is a Non Deposit taking Core Investment Company, as defined in the Core Investment Companies (Reserve Bank) Directions, 2011. Since the Company is not a Systemically Important Non Deposit taking Core Investment Company, it is not required to obtain Certificate of Registration under Sec. 45-IA of the Reserve Bank of India Act, 1934.

COMPANY PERFORMANCE

During the Financial Year under review, your Company earned total income of 20.73 Crores (previous years 22.92 Crores). The net profit after tax is 18.75 Crores (previous years 19.95 Crores).

OPERATIONS OF THE COMPANY

The main operations of the Company are that of investments and majority of the investments of the Company are in the nature of strategic investments in Kalyani Group Companies. The investment pattern of the Company also complies with the requirement for the Company continuing to qualify as a Non Deposit taking Core Investment Company. The main source of income for the Company is in the form of dividends as declared by these companies.

HUMAN RESOURCES

As on 31st March 2015, the Company has 2 employees, including the CEO / CFO.

CONCERNS AND THREATS

* Fluctuations in the securities market and global economic scenario, may pose a risk of devaluation of the investments made by the Company.

* Main source of income for the Company is dividend from the Kalyani Group Companies.

* The risks and concerns associated with the businesses / operations of these investee companies, which may impact the performance of these companies, could result in variation in dividends declared by these companies.

* Non recovery of principal of the amounts lent and interest thereon.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has adequate internal control systems to ensure operational efficiency and accuracy in financial reporting and compliance of various laws and regulations.

The internal control system is supported by the internal audit process. The internal audit is conducted in house. The Audit Committee of the Board reviews the Internal Audit process and the adequacy and effectiveness of internal audit and controls periodically.

CAUTIONARY STATEMENT

Statements in this Report, particularly those which relate to Management Discussion and Analysis, describing the Company's objectives, projections, estimates and expectations may constitute "forward looking statements" within the meaning of applicable laws and regulations. Actual results might differ materially from those either expressed or implied.

LISTING FEES

The annual listing fees for the year under review have been paid to the Stock Exchanges, where your Company's shares are listed.

SUBSIDIARY COMPANIES

The Company does not have any subsidiary company as on 31st March, 2015.

PARTICULARS OF INFORMATION FORMING PART OF THE BOARD'S REPORT PURSUANT TO SECTION 134 OF THE COMPANIES ACT, 2013, RULE 8 OF THE COMPANIES (ACCOUNTS) RULES, 2014 AND RULE 5 OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014

EXTRACT OF ANNUAL RETURN

The details forming part of the extract of Annual Return in Form MGT - 9 is annexed herewith as 'Annexure I' to this Report.

NUMBER OF MEETINGS OF THE BOARD

During the year under review, six Board Meetings were convened and held. The details of which are given in the Corporate Governance Report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013 and the Listing Agreement.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the requirements of Section 134(5) of the Companies Act, 2013, in respect of Directors' Responsibility Statement, your Directors' state that:

a) in the preparation of the Annual Financial Statements for the year ended 31st March, 2015, the applicable accounting standards have been followed along with the proper explanation relating to material departures;

b) accounting policies as mentioned in Note - 2 to the Financial Statements have been selected and applied consistently. Further judgments and 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, 2015 and of the profit of the Company for the year ended on that date;

c) proper and sufficient care has been taken 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) the Annual Financial Statements have been prepared on a going concern basis;

e) proper internal financial controls were in place and that the financial controls were adequate and were operating effectively; and

f) proper systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively.

A STATEMENT ON DECLARATION GIVEN BY INDEPENDENT DIRECTORS

All Independent Directors have given declarations that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and Clause 49 of the Listing Agreement.

COMPANY'S POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION

The Board had on the recommendation of the Nomination and Remuneration Committee framed a policy for selection and appointment of Directors, Key Managerial Personnel and Senior Management Personnel and their remuneration. The policy is appended as 'Annexure II' to this Report.

AUDITORS

a. Statutory Auditors

The Board of Directors has recommended ratification of re-appointment of Mr. Prashant V. Deo, Chartered Accountant, Pune (Membership Number 041609), as Statutory Auditors of the Company from the conclusion of ensuing Annual General Meeting (AGM) to be held on 19th September, 2015 till the conclusion of next Annual General Meeting.

b. Secretarial Audit

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s. SVD & Associates, Company Secretaries, (Membership No. FCS 1321 CP No. 965), to undertake the Secretarial Audit of the Company. The Report of the Secretarial Audit is annexed herewith as 'Annexure III' to this Report.

EXPLANATION ON COMMENTS ON STATUTORY AUDITORS' AND SECRETARIAL AUDITORS' REPORTS

There are no qualifications, reservations or adverse remarks or disclaimers made by Mr. Prashant V. Deo, Statutory Auditors, in his Audit Report. M/s. SVD & Associates, Practicing Company Secretary, in their Secretarial Audit Report have made certain qualifications. The auditors qualifications and Boards explanation thereto are summarized as under:

Auditors Qualifications Boards' explanation

The Company has not filed Form MGT14 Company has initiated as required u/s 179 of the Companies the process for filing of Act, 2013 for the board application of condonation resolutions as mentioned below: of delay for the same.



A) Disclosure of interest by Directors as required u/s 184 (1) of the Companies Act, 2013.

B) Approval of Board's Report and Corporate Governance Report

C) Appointment of Internal Auditor as required u/s 138 of the Companies Act, 2013

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENT UNDER SECTION 186

During the year, the Company has not invested any funds in equity capital of any company. The closing balances of investments which would be covered under Section 186 of the Companies Act, 2013, are disclosed in the Schedule of Non-Current Investments in the Financial Statements. The company has granted short term and long term loans of Rs. 9.28 Cr. (net) and issued corporate guarantees of Rs. 76 Cr. (net) during the year.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES REFERRED TO IN SUB- SECTION (1) OF SECTION 188 OF THE COMPANIES ACT, 2013

Pursuant to the provisions of Section 134 of the Companies Act, 2013, read with Rule 8 (2) of the Companies (Accounts) Rules, 2014, the particulars of contracts or arrangements entered into by the Company with Related Parties have been done at arm's length and are in the ordinary course of business. Hence, no particulars are being provided in Form AOC - 2. Related Party disclosures as per AS -18 have been provided in Note no. 3.25 to the Financial Statements.

STATE OF COMPANY'S AFFAIRS

Discussion on state of Company's affairs has been covered in the Management Discussion and Analysis.

AMOUNTS PROPOSED TO BE CARRIED TO RESERVES

Particulars of the amounts proposed to be carried to reserves have been covered as part of the financial performance of the Company.

MATERIAL CHANGES AND COMMITMENTS BETWEEN THE DATE OF THE BALANCE SHEET AND THE DATE OF REPORT

There have been no material changes and commitments affecting the financial position of the Company which have occurred between the end of the Financial Year of the Company to which the Financial Statements relate and the date of the report, except as disclosed elsewhere in this report.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

A. Conservation of Energy and Technology Absorption

The Company has no particulars to report regarding conservation of energy, technology absorption as required under Section 134 (3) (m) of the Companies Act, 2013, read with Rules thereunder.

B. Foreign exchange earnings and outgo

Sr. No. Particulars Amount in Rs

i Foreign Exchange earned in terms of actual inflows during the year Nil

ii Foreign Exchange outgo during the year in terms of actual outflows Nil

RISK MANAGEMENT POLICY

The Company has in place a mechanism to identify, assess, monitor and mitigate various risks to key business objectives. Major risks identified are systematically addressed through mitigating actions on a continuing basis. These are discussed at the meetings of the Audit Committee and the Board of Directors of the Company.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

The Company has constituted a Corporate Social Responsibility (CSR) Committee in accordance with Section 135 of the Companies Act, 2013. The details of the CSR Policy and initiatives taken by the Company towards CSR during the year are annexed as 'Annexure IV' to this Report.

BOARD EVALUATION

Pursuant to provisions of the Companies Act, 2013, Rules thereunder and Clause 49 of Listing Agreement, the Board has carried out evaluation of its own performance and that of its Committees and individual Directors.

PERFORMANCE AND FINANCIAL POSITION OF EACH OF THE SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE COMPANIES:

This information is not required to be given since the Company is not required to prepare consolidated accounts for the year ended 31st March, 2015.

CHANGE IN THE NATURE OF BUSINESS, IF ANY

There has been no change in the nature of business during the Financial Year under review.

DETAILS OF DIRECTORS OR KEY MANAGERIAL PERSONNEL WHO WERE APPOINTED OR HAVE RESIGNED DURING THE YEAR

Directors appointed during the year

Name of Director Designation Term of appointment

Mr. B.B. Hattarki * Independent Director Five consecutive years commencing from 16th September, 2014 up to 15th September, 2019

Mr. M.U. Takale * Independent Director Five consecutive years commencing from 16th September, 2014 up to 15th September, 2019

Ms. A.A. Sathe Additional Director Upto the ensuing Annual General Meeting

Mr. B.N. Kalyani Director Re-appointed with effect from 16th September, 2014, subject to retirement by rotation

*Appointed as Independent Directors in accordance with Section 149 of Companies Act, 2013 and Clause 49 of the Listing Agreement.

Employees designated as Key Managerial Personnel (KMP) during the year

Name of the KMP Designation

Mr. J.G. Patwardhan CEO & CFO

Mr. S.R. Kshirsagar Company Secretary

Directors and KMP's resigned during the year

Non of the directors or KMPs resigned during the year ended 31st March, 2015.

Directors proposed to be re-appointed at the ensuing Annual General Meeting

Mr. A.B. Kalyani retires by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment.

Ms. A.A. Sathe was appointed as Additional Director on 31st March, 2015. Her term of office expires at the end of the ensuing Annual General Meeting. A proposal for her appointment of Independent Director is placed for the approval of members at the ensuing Annual General Meeting.

The brief resumes and other details relating to Directors who are proposed to be re-appointed, as required to be disclosed under Clause 49 of the Listing Agreement, form part of the Notes and Statement setting out material facts annexed to the Notice of the Annual General Meeting.

NAMES OF COMPANIES WHICH HAVE BECOME OR CEASED TO BE ITS SUBSIDIARIES, JOINT VENTURES OR ASSOCIATE COMPANIES DURING THE YEAR

None.

DETAILS OF DEPOSITS WHICH ARE NOT IN COMPLIANCE WITH THE REQUIREMENTS OF CHAPTER V OF THE COMPANIES ACT, 2013

None.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE

The Company has neither received nor is aware of any such order from Regulators, Courts or Tribunals during the year.

DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS

The Company has suitable internal control system comprising of proper checks and balances, policies and procedures. This includes code of conduct, whistle blower policy, MIS and internal audit mechanism.

The Audit Committee along with Management review the internal audit and internal controls on a regular basis.

COMPOSITION OF AUDIT COMMITTEE

The composition of the Audit Committee has been mentioned in the Corporate Governance Report annexed to this Report.

INFORMATION FORMING PART OF THE DIRECTORS' REPORT PURSUANT TO RULE 5 OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014

The relevant information pursuant to Rule 5 (1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is annexed at 'Annexure V' to this Report.

PARTICULARS OF EMPLOYEES

The particulars of employees pursuant to Section 197 of the Companies Act, 2013 read with Rule 5 (2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

During the year, no employee was in receipt of remuneration in excess of the limits prescribed under Rule 5 (2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, requiring disclosures prescribed thereunder, in this report.

VIGIL MECHANISM

The Company has formulated and implemented the Whistle Blower Policy / Vigil Mechanism. This has provided a mechanism for directors and employees of the Company and other persons dealing with the Company to report to the Chairman of the Audit Committee; any instance of unethical behaviour, actual or suspected fraud or violation of the Company's code of conduct. The aforesaid policy has also been uploaded on the Company's website.

CASH FLOW

A Cash Flow Statement for the year ended 31st March 2015 is attached to the Balance Sheet.

CORPORATE GOVERNANCE

A report on the Corporate Governance, along with the certificate of compliance from the Auditors, forms part of the Annual Report.

ACKNOWLEDGMENTS

Your Directors wish to place on record, their appreciation for the contribution made and support provided to the Company by the shareholders, employees and bankers, during the year under the report.

For and on behalf of the Board of Directors

B.B. Hattarki A.B. Kalyani Director Director Pune: 22nd July, 2015 DIN:00145710 DIN:00089430


Mar 31, 2014

The Members,

The Directors have pleasure in presenting their Fifth Annual Report on the business and operations of the Company together with Audited Statement of Accounts for the year ended 31st March, 2014.

1. FINANCIAL HIGHLIGHTS :

(Rs. in Million)

Year Year ended ended 31st March, 31st March, 2014 2013

Income from Operations 229.17 380.33

Profit before Interest and 220.17 291.22

Depreciation

Less: Interest 1.02 0.60

Depreciation 4.90 2.50

Profit before tax 214.25 288.12

Provision for Taxation 14.79 24.38

Net Profit/(Loss) for 199.46 263.74 the year / period

Less: Transfer to 39.89 52.74 Reserve Fund

Profit for the year after 159.57 211.00 taxation and appropriation

As per last account 3099.67 2888.67

Balance carried to 3259.24 3099.67 Balance Sheet

2. DIVIDEND :

Your Directors do not recommend any dividend on the equity shares for the year ended 31st March, 2014.

3. OPERATIONS :

During the year ended 31st March, 2014, your Company earned a total income of Rs. 229.17 Million (previous period Rs. 380.33 Million) and earned a profit of Rs. 199.46 Million (previous period Rs. 263.74 Million).

4. SUBSIDIARIES :

The Company does not have any subsidiary Company.

5. PARTICULARS OF EMPLOYEES :

During the year under report, no employee, throughout the year or part of the year was in receipt of remuneration upto or in excess of the sums prescribed under Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975.

6. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO :

The additional information required under the provisions of Section 217(1)(e) of the Companies Act, 1956 read with Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988, and forming part of the Report is reproduced hereunder :

I. CONSERVATION OF ENERGY : Not Applicable.

II. TECHNOLOGY ABSORPTION :

1. Research and Development (R & D) : Not Applicable.

2. Technology Absorption, Adaptation and Innovation :

The Company has not imported any technology.

III. FOREIGN EXCHANGE EARNINGS AND OUTGO : Total Foreign Exchange Used and Earned : Used : Nil

Earned : Nil

7. DIRECTORS :

In accordance with the provisions of the companies Act, 1956 and the Articles of Association of the Company, Mr.B. N. Kalyani Director of the Company, retires by rotation at the ensuing Annual General Meeting, and being eligible, he offers himself for reappointment.

Mr. B. B. Hattarki and Mr. M. U. Takale are proposed to be appointed as Independent Directors.

8. DIRECTORS'' RESPONSIBILITY STATEMENT :

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956, with respect to Director''s Responsibility Statement, it is hereby confirmed :

(i) That in the preparation of the accounts for the financial year ended 31st March, 2014, the applicable accounting standards have been

followed along with proper explanation relating to material departures ;

(ii) That the Directors have selected such accounting policies and applied them consistently and made judgements and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss of the company for the year under review ;

(iii) That the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities ;

(iv) That the Directors have prepared the annual accounts for the financial year ended 31st March, 2014 on a ''going concern'' basis.

9. AUDITORS :

You are requested to re-appoint Auditors for the current year to hold the office from the conclusion of

the ensuing Annual General Meeting until the conclusion of the next Annual General Meeting.

Your directors wish to place on record their appreciation for the positive co-operation received from the Central Government, Government of Maharashtra, and the Bankers. The directors also wish to place on record their appreciation of the unstinted efforts and contributions made by the Management Team.

The Directors express their special thanks to Mr. B. N. Kalyani, Chairman for his untiring efforts for the progress of the Company.

For and on behalf of the Board of Directors

PUNE B.N. KALYANI

Dated : 29th May, 2014 Chairman


Mar 31, 2013

To, The Members,

The Directors have pleasure in presenting their 4th Annual Report on the business and operations of the Company together with Audited Statement of Accounts for the year ended 31st March, 2013.

1. FINANCIAL HIGHLIGHTS :

(Rs. in Million)

Year Year ended ended 31st March, 31st March, 2013 2012

Income from Operations 385.33 505.90

Profit before Interest and 291.22 518.79 Depreciation

Less : Interest 0.60 6.00

Depreciation 2.50 1.90

Profit before tax 288.12 510.89

Provision for Taxation 24.38 75.92

Net Profit/(Loss) for 263.74 434.97 the year / period

Less : Transfer to 52.74 87.00 Reserve Fund

Profit for the year after 211.00 347.97 taxation and appropriation

As per last account 2888.67 2540.70

Balance carried to 3099.67 2888.67 Balance Sheet

2. DIVIDEND :

Your Directors do not recommend any dividend on the equity shares for the year ended 31st March, 2013.

3. OPERATIONS :

During the year ended 31st March, 2013, your Company earned a total income of Rs. 385.33 Million (previous period Rs. 505.90 Million) and earned a profit of Rs. 263.74 Million (previous period Rs. 434.97 Million).

4. SUBSIDIARIES :

The Company does not have any subsidiary Company.

5. PARTICULARS OF EMPLOYEES :

During the year under report, no employee, throughout the year or part of the year was in receipt of remuneration upto or in excess of the sums prescribed under Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975.

6. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO :

The additional information required under the provisions of Section 217(1)(e) of the Companies Act, 1956 read with Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988, and forming part of the Report is reproduced hereunder :

I. CONSERVATION OF ENERGY : Not Applicable.

II. TECHNOLOGY ABSORPTION :

1. Research and Development (R & D) :

Not Applicable.

2. Technology Absorption, Adaptation and Innovation :

The Company has not imported any technology.

III. FOREIGN EXCHANGE EARNINGS AND OUTGO : Total Foreign Exchange Used and Earned :

Used : Nil

Earned : Nil

7. DIRECTORS :

In accordance with the provisions of the Companies Act, 1956 and the Articles of Association of the Company, Mr. B. N. Kalyani and Mr. A. B. Kalyani, Directors of the Company, retire by rotation at the ensuing Annual General Meeting and, being eligible, they offer themselves for re-appointment.

8. DIRECTORS'' RESPONSIBILITY STATEMENT :

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956, with respect to Directors'' Responsibility Statement, it is hereby confirmed :

(i) That in the preparation of the accounts for the financial year ended 31st March, 2013, the applicable accounting standards have been followed along with proper explanation relating to material departures;

(ii) That the Directors have selected such accounting policies and applied them consistently and made judgements and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss of the company for the year under review;

(iii) That the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) That the Directors have prepared the annual accounts for the financial year ended 31st March, 2013 on a ''going concern'' basis.

9. AUDITORS :

You are requested to re-appoint Auditors for the current year to hold the office from the conclusion of the ensuing Annual General Meeting until the conclusion of the next Annual General Meeting.

Your directors wish to place on record their appreciation for the positive co-operation received from the Central Government, Government of Maharashtra, and the Bankers. The directors also wish to place on record their appreciation of the unstinted efforts and contributions made by the Management Team and the employees of the Company at all levels.

The Directors express their special thanks to Mr. B. N. Kalyani, Chairman for his untiring efforts for the progress of the Company.

For and on behalf of the

Board of Directors PUNE B.N. KALYANI

Dated : 24th May, 2013 Chairman


Mar 31, 2012

The Directors have pleasure in presenting their Third Annual Report on the business and operations of the Company together with Audited Statement of Accounts for the year ended 31st March, 2012.

1. FINANCIAL HIGHLIGHTS :

(Rs. in Million)

Year Year ended ended

31st March, 31st March, 2012 2011

Income from Operations 505.90 418.30

Profit before Interest and 518.79 228.73 Depreciation

Less : Interest 6.00 11.68

Depreciation 1.90 2.51

Profit before tax 510.89 214.54

Provision for Taxation 75.92 81.93

Net Profit/(Loss) for 434.97 132.61

the year / period

Less : Transfer to 87.00 26.52

Reserve Fund

Profit for the year after 347.97 106.09

taxation and appropriation

As per last account 2540.70 2434.61

Balance carried to 2888.67 2540.70

Balance Sheet

2. DIVIDEND :

Your Directors do not recommend any dividend on the equity shares for the year ended 31st March, 2012.

3. OPERATIONS :

During the year ended 31st March, 2012, your Company earned a total income of Rs. 505.90 Million (previous period Rs. 418.30 Million) and earned a profit of Rs. 434.97 Million (previous year Rs. 132.61 Million).

4. SUBSIDIARIES :

The Company does not have any subsidiary Company.

5. PARTICULARS OF EMPLOYEES :

During the year under report, no employee, throughout the year or part of the year was in receipt of remuneration upto or in excess of the sums prescribed under Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975.

6. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO :

The additional information required under the provisions of Section 217(1)(e) of the Companies Act, 1956 read with Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988, and forming part of the Report is reproduced hereunder :

I. CONSERVATION OF ENERGY : Not Applicable.

II. TECHNOLOGY ABSORPTION :

1. Research and Development (R & D) :

Not Applicable.

2. Technology Absorption, Adaptation and Innovation :

The Company has not imported any technology.

III. FOREIGN EXCHANGE EARNINGS AND OUTGO : Total Foreign Exchange Used and Earned :

Used : Nil

Earned : Nil

7. DIRECTORS :

In accordance with the provisions of the Companies Act, 1956 and the Articles of Association of the Company, Mr. B. B. Hattarki and Mr. M. U. Takale, Directors of the Company, retire by rotation at the ensuing Annual General Meeting and, being eligible, they offer themselves for re-appointment.

8. DIRECTORS' RESPONSIBILITY STATEMENT :

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956, with respect to Directors' Responsibility Statement, it is hereby confirmed :

(i) That in the preparation of the accounts for the financial year ended 31st March, 2012, the applicable accounting standards have been followed along with proper explanation relating to material departures;

(ii) That the Directors have selected such accounting policies and applied them consistently and made judgements and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss of the company for the year under review ;

(iii) That the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities ;

(iv) That the Directors have prepared the annual accounts for the financial year ended 31st March, 2012 on a 'going concern' basis.

9. AUDITORS :

You are requested to re-appoint Auditors for the current year to hold the office from the conclusion of the ensuing Annual General Meeting until the conclusion of the next Annual General Meeting.

Your directors wish to place on record their appreciation for the positive co-operation received from the Central Government, Government of Maharashtra, and the Bankers. The directors also wish to place on record their appreciation of the unstinted efforts and contributions made by the Management Team and the employees of the Company at all levels.

The Directors express their special thanks to Mr. B. N. Kalyani, Chairman for his untiring efforts for the progress of the Company.

For and on behalf of the

Board of Directors

PUNE B.N. KALYANI

Dated : 19th May, 2012 Chairman


Mar 31, 2011

The Directors have pleasure in presenting their Second Annual Report on the business and operations of the Company together with Audited Statement of Accounts for the year ended 31st March, 2011.

1. FINANCIAL HIGHLIGHTS :

(Rs. in Million)

Year Period ended ended 31st March, 31st March, 2011 2010

Income from Operations 418.30 711.89

Profit before Interest and 228.73 591.90 Depreciation

Less : Interest 11.68 -

Depreciation 2.51 0.20

Profit before tax 214.54 591.70

Provision for Taxation 81.93 93.03

Net Profit/(Loss) for 132.61 498.67 the year / period

Less : Transfer to 26.52 99.74 Reserve Fund

Profit for the year after 106.09 398.93 taxation and appropriation

Add : Transferred from 2035.46 BF Utilities Ltd.

Other adjustment .22

As per last account 2434.61 -

Balance carried to 2540.70 2434.61 Balance Sheet

2. DIVIDEND :

Your Directors do not recommend any dividend on the equity shares for the year ended 31st March, 2011.

3. OPERATIONS :

During the year ended 31st March, 2011, your Company earned a total income of Rs. 418.30 Million (previous period Rs.711.89 Million) and earned a profit of Rs.132.61 Million (previous period Rs.498.67 Million).

4. SUBSIDIARIES :

The Company does not have any subsidiary Company.

5. PARTICULARS OF EMPLOYEES :

During the year under report, no employee, throughout the year or part of the year was in receipt of remuneration upto or in excess of the sums prescribed under Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975.

6. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO :

The additional information required under the provisions of Section 217(1)(e) of the Companies Act, 1956 read with Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988, and forming part of the Report is reproduced hereunder :

I. CONSERVATION OF ENERGY : Not Applicable.

II. TECHNOLOGY ABSORPTION :

1. Research and Development (R & D) : Not Applicable.

2. Technology Absorption, Adaptation and Innovation :

The Company has not imported any technology.

III. FOREIGN EXCHANGE EARNINGS AND OUTGO : Total Foreign Exchange Used and Earned :

Used : Nil

Earned : Nil

7. DIRECTORS :

In accordance with the provisions of the Companies Act, 1956 and the Articles of Association of the Company, Mr. B. N. Kalyani and Mr. A. B. Kalyani, Directors of the Company, retire by rotation at the ensuing Annual General Meeting and, being eligible, they offer themselves for re-appointment.

8. DIRECTORS RESPONSIBILITY STATEMENT :

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956, with respect to Directors Responsibility Statement, it is hereby confirmed :

(i) That in the preparation of the accounts for the financial year ended 31st March, 2011, the applicable accounting standards have been followed along with proper explanation relating to material departures ;

(ii) That the Directors have selected such accounting policies and applied them consistently and made judgements and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss of the company for the year under review ;

(iii) That the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities ;

(iv) That the Directors have prepared the annual accounts for the financial year ended 31st March, 2011 on a going concern basis.

12. AUDITORS :

You are requested to re-appoint Auditors for the current year to hold the office from the conclusion of the ensuing Annual General Meeting until the conclusion of the next Annual General Meeting.

Your directors wish to place on record their appreciation for the positive co-operation received from the Central Government, Government of Maharashtra, and the Bankers. The directors also wish to place on record their appreciation of the unstinted efforts and contributions made by the Management Team and the employees of the Company at all levels.

The Directors express their special thanks to Mr. B. N. Kalyani, Chairman for his untiring efforts for the progress of the Company.

For and on behalf of the Board of Directors

B.N. KALYANI Chairman

PUNE Dated : 25th May, 2011


Mar 31, 2010

The Directors have pleasure in presenting their First Annual Report on the business and operations of the Company together with Audited Statement of Accounts for the period ended 31st March, 2010.

1. FINANCIAL HIGHLIGHTS :

(Rs. in Million) Period ended 31st March, 2010

Income from Operations 711.89

Profit before Interest and Depreciation 591.90 Less : Interest

Depreciation 0.20

Profit before tax 5 91.70

Provision for Taxation 93.03

Net Profit/(Loss) for the period 49 8.67

2. INCORPORATION :

The Company was incorporated on 26th May, 2009 and obtained Certificate of Commencement of business on 20th July, 2009.

3. DIVIDEND :

Your Directors do not recommend any dividend on the equity shares for the year ended 31st March, 2010.

4. SCHEME OF ARRANGEMENT :

The Honble Bombay High Court, vide its Order dated 5th February, 2010, approved the Scheme of Arrangement between BF Utilities Limited (BFUL) (hereinafter referred to as the "Amalgamated Company" / the "Demerged Company") and Bhalchandra Investment Limited, Forge Investment Limited, Mundhwa Investment Limited, Jalakumbhi Investment and Finance Limited, Jalakamal Investment and Finance Limited, Kalyani Utilities Development Limited, (hereinafter collectively called as the "Amalgamating Companies") and BF Investment Limited (BFIL) (hereinafter referred to as the "Resulting Company") and their Respective Shareholders ("the Scheme"). The Scheme became effective on 26th February, 2010, and the Appointed Date of the Scheme is 1st April, 2009.

As per Scheme of Arrangement the Infrastructure Undertakings as explained in Clause 2.10 of the

Scheme has been vested in BF Utilities Limited and the Investment Business Undertaking, as explained in Clause 2.6 of the Scheme stood transferred to and vested in BF Investment Ltd.

Pursuant to the Scheme, on 1 5th March, 2010 the Resulting company, BFIL has allotted Equity Shares to the Shareholders of BFUL, whose names appeared on the Register of Members on 12th March, 2010 (being the Record Date fixed for this purpose), in the ratio of 1 Equity Share of Rs.5/- each fully paid up of BFIL for every 1 Equity Share of Rs.5/- each held in BFUL.

Necessary applications have been already filed by BFIL with National Stock Exchange of India Ltd., Bombay Stock Exchange Ltd. and Pune Stock Exchange Ltd. for listing of its Equity Shares.

5. OPERATIONS :

Pursuant to the Scheme the Company has taken over the Investment Business undertaking of BFUL on going concern basis w.e.f.l" April, 2009.

6. INVESTOR RELATIONS :

As stated above, the Company has allotted Equity Shares to the existing shareholders of BFUL on 1 5th March, 2010. The Company has allotted the same in both, physical as well as demat form. For that purpose, the Company has already entered into agreements with both the depositories presently operating viz. National Securities Depository Limited and Central Depository Services (India) Limited for dematerialisation of shares.

7. SUBSIDIARIES:

The Company does not have any subsidiary Company.

8. PARTICULARS OF EMPLOYEES :

During the period under report, no employee, throughout the period or part of the period was in receipt of remuneration upto or in excess of the sums prescribed under Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975.

9. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO :

The additional information required under the provisions of Section 217(l)(e) of the Companies Act, 1956 read with Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988, and forming part of the Report is reproduced hereunder :

I. CONSERVATION OF ENERGY : Not Applicable.

II. TECHNOLOGY ABSORPTION :

1. Research and Development (R&D): Not Applicable.

2. Technology Absorption, Adaptation and Innovation : The Company has not imported any technology.

III. FOREIGN EXCHANGE EARNINGS AND OUTGO :

Total Foreign Exchange Used and Earned :

Used : Nil

Earned : Nil

10. DIRECTORS :

Mr. B. N. Kalyani, Mr. A. B. Kalyani and Mr. B. B. Hattarki were appointed as first directors of the Company in the Articles of Association of the Company. All the first directors retire at the 1st Annual General Meeting. The Company has received notices in writing from members proposing the candidature of Mr. B. N. Kalyani, Mr. A. B. Kalyani and Mr. B. B. Hattarki as director of the Company. The matter is included in the Notice for the ensuing Annual General Meeting.

Mr. M. U. Takale was appointed as an Additional Director of the Company w.e.f. 5th March, 2010. A notice proposing appointment of Mr. M. U. Takale as Director having been received, the matter is included in the Notice for the ensuing Annual General Meeting.

1 1. DIRECTORS RESPONSIBILITY STATEMENT :

Pursuant to the requirement under Section 21 7(2AA) of the Companies Act, 1956, with respect to Directors Responsibility Statement, it is hereby confirmed :

(i) That in the preparation of the accounts for the financial period ended 31st March, 2010, the applicable accounting standards have been followed along with proper explanation relating to material departures ;

(ii) That the Directors have selected such accounting policies and applied them consistently and made judgements and estimates that were reasonable and prudent

so as to give a true and fair view of the state of affairs of the Company at the end of the financial period and of the profit or loss of the company for the period under review ;

(iii) That the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities ;

(iv) That the Directors have prepared the annual accounts for the financial period ended 31st March, 2010 on a going concern basis.

12. AUDITORS:

Dalai and Shah, Chartered Accountants, who were the first auditors of the Company, appointed by the Board of Directors, have resigned on 1st February, 2010. The Shareholders in the Extra Ordinary General Meeting held on 25th February, 2010, have filled up the casual vacancy arising due to this resignation, by appointing Prashant V. Deo, Chartered Accountant, as statutory auditor of the Company for the financial year ended 31st March, 2010, to hold the office till the conclusion of the first Annual General Meeting.

Mr. P.V. Deo - Chartered Accountant, being eligible, offers himself for reappointment as Auditor.

You are requested to re-appoint Auditors for the current year to hold the office from the conclusion of the ensuing Annual General Meeting until the conclusion of the next Annual General Meeting.

Your directors wish to place on record their appreciation for the positive co-operation received from the Central Government, Government of Maharashtra, Financial Institutions and the Bankers. The directors also wish to place on record their appreciation of the unstinted efforts and contributions made by the Management Team at all levels.

The Directors express their special thanks to Mr. B. N. Kalyani, Chairman for his untiring efforts for the progress of the Company.

For and on behalf of the Board of Directors

PUNE B.N. KALYANI

Dated : 22nd July, 2010 Chairman