Home  »  Company  »  BF Utilities Ltd.  »  Quotes  »  Directors Report
Enter the first few characters of Company and click 'Go'

Directors Report of BF Utilities Ltd.

Mar 31, 2016

FOR THE YEAR ENDED 31st MARCH, 2016 To,

The Members,

The Directors have pleasure in presenting their Sixteenth Annual Report on the business and operations of the Company together with Audited Statement of Accounts for the year ended 31st March, 2016. To fall in line with the provisions of the Companies Act, 2013, the Company has closed current financial year for a period from 1st October, 2015 to 31st March, 2016.

1. FINANCIAL PERFORMANCE :

(Rs. in Millions)

Particulars

Year ended 31st March, 2016

Year ended 30th Sept., 2015

Total Income

52.50

192.75

Total Expenditure

59.83

190.22

Profit before taxation

(7.33)

2.53

Exceptional Item : Sale of Investments

-

40.40

Provision for tax (including Deferred Tax)

2.77

2.33

Net Profit / (Loss)

(10.10)

40.60

Adjustments relating to earlier years : Excess provision for taxation and tax payments

12.53

Balance of Profit/(Loss) from previous year

595.80

542.67

Add Profit for the year

(10.10)

53.13

Balance available for appropriation

585.70

595.80

Appropriations :

Nil

NIL

Balance carried to Balance Sheet

585.70

595.80

2. SHARE CAPITAL

The paid-up Equity Share Capital as on 31st March, 2016 stood at Rs.188.33 Million. During the year under review, the Company has not issued shares with differential voting rights nor has granted any stock options or sweat equity. As on 31st March, 2016, none of the Directors of the Company hold instruments convertible into equity shares of the Company.

3. DIVIDEND

Your Directors do not recommend any dividend on the equity shares for the year ended 31st March, 2016.

4. MANAGEMENT DISCUSSION AND ANALYSIS

A separate chapter on Management Discussion and Analysis is attached hereto and forms part of this report.

5. COMPANY PERFORMANCE

During the Financial Year under review, your Company earned total income of Rs.5.25 Crores (previous years Rs.19.27 Crores). The net Loss after tax is Rs.1.01 Crores (previous year''s Profit of Rs.4.06 Crores). These numbers are not comparable since, the current financial year is for a period of six months.

6. OPERATIONS OF THE COMPANY

The operations at Wind Farm site were affected due to labour problems and some other local issues. Despite such problems, the Company was able to generate 5.78 Million (Net) Units of power.

7. HUMAN RESOURCES

As on 31st March, 2016, the Company has 9 employees. The relations with Company''s employees are cordial.

8. CONCERNS AND THREATS

- The Company operates in a highly regulated environment. Any change in Government Policies will adversely affect the operations of the Company.

- The Company depends on the service provider for operations and maintenance of Wind Turbines. Certain litigations against the service providers are pending before the judicial / quasi judicial authorities. Unfavorable outcome of these litigations will adversely affect our operations.

9. 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 by a Chartered Accountant in practice. The Audit Committee of the Board reviews the Internal Audit process and the adequacy and effectiveness of internal audit and controls periodically.

10. 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.

1 1 .SUBSIDIARY COMPANIES

Apical Resources Private Limited has become a wholly owned subsidiary during the year ended 31st March, 2016. With this, the Company has four subsidiary companies as on 31st March, 2016.

The details are given in Annexure ''I''

12. 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

The details are given in Annexure ''II''

13. EXTRACT OF ANNUAL RETURN

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

1 4. NUMBER OF MEETINGS OF THE BOARD

During the year under review, three 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 Securities Exchange Board of India (Listing Obligations & Disclosure Requirements), Regulations 2015 hereinafter called "Regulations, 2015".

1 5. 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 2016, the applicable accounting standards have been followed along with the proper explanation relating to material departures;

b) accounting policies as mentioned in Note - 1 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, 2016 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.

16. 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 ''Regulations 2015''.

17.COMPANY''S POLICY ON DIRECTORS'' AND KMP''S APPOINTMENT AND REMUNERATION

Director''s appointment and remuneration is done as per the policy for selection and appointment of Directors, Key Managerial Personnel and Senior Management Personnel and their remuneration. The policy is appended as Annexure ''IV'' to this Report

18.ACCOUNTS AND AUDIT

a. Statutory Auditors

The Board of Directors has recommended ratification of re-appointment of M/s. Joshi Apte & Co., Chartered Accountant, Pune (Firm Registration No.104370W), as Statutory Auditors of the Company from the conclusion of ensuing Annual General Meeting (AGM) 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 ''V'' to this Report.

c. CONSOLIDATED ACCOUNTS

The Consolidated Accounts of the Company, with its subsidiaries for the year ended 31st March, 2016 are enclosed. The Auditors, in their report have qualified the Consolidated Accounts. The Boards explanation to the same is enclosed below.

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

There are no qualifications, reservations or adverse remarks or disclaimers made by M/s. Joshi Apte & Co., Statutory Auditors, in their Audit Report on standalone accounts. However they have qualified the Consolidated Accounts. M/s. SVD & Associates, Practicing Company Secretary, in their Secretarial Audit Report have made certain qualifications. The auditor''s qualifications and Boards explanation thereto are summarized as under:

Auditors Qualifications

Boards'' explanation

A)

Financial Audit -

Consolidated Financial Statements Basis of Qualified Opinion

1.

As stated in Note No. 36 C, Nandi Economic Corridor Enterprises Limited (NECE) has advanced an amount of Rs. 1,227,243,251 (Rs. 1,150,454,871 as at 31st March 2015) to Nandi Engineering Limited (NEL) for undertaking development of toll roads and townships and has given Inter-corporate deposits of Rs. 98,422,294 (Rs. 160,793,546 as at 31 March 2015) to NEL (including interest accrued but not due thereon of Rs. 11,678,748 (As at 31st March 2015 Rs. 10,793,546)), which remain outstanding at the balance sheet date of NECE. These have been considered as good and recoverable by the Management of NECE based on the future additional work expected to be contracted to NEL. In the absence of sufficient appropriate audit evidence to assess the recoverability of these advances and interoperate deposits, we are unable to form an opinion on the recoverability of the carrying value of these balances and consequent adjustment that may be required on the consolidated financial statements. This matter was also qualified in our report on the consolidated financial statements for the year ended 30th September, 2015.

Qualified Opinion

Nandi Economic Corridor Enterprise Ltd (NECE) has advanced an amount of 1,227,243,251 (Rs. 1,150,454,871 as at 31st March 2015) to Nandi Engineering Limited (NEL) for undertaking development of toll roads and townships and has given Interoperate deposits of Rs. 98,422,294 (Rs. 160,793,546 as at 31st March 2015) to NEL, (including interest accrued but not due of Rs. 11,678,748 (as at 31st March 2015: Rs. 10,793,546)), which remain outstanding at the balance sheet date of NECE. These have been considered as good and recoverable in these financial statements by the Management of NECE based on the future additional work that is expected to be contracted to NEL once NECE receives / acquires the requisite land parcels.

2.

In our opinion and to the best of our information and according to the explanations given to us, except for the possible effects of the matter described in the Basis for Qualified Opinion paragraph, the consolidated financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India

B)

Secretarial Audit -

1.

The Company has failed to file Consolidated financial results of the Company within 60 days of the close of the Financial year with the Stock Exchange as required under Regulation 33 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Nandi Highway Developers Ltd. (NHDL), Nandi Infrastructure Corridor Enterprises Ltd. (NICE) and Nandi Economic Corridor Enterprises Ltd. (NECE), which are the subsidiaries of the Company, were in the process of finalizing their accounts for the financial year ended 31st March, 2016 and hence, they had not submitted the said audited financials to the Company, within the stipulated time. However subsequently the Company has prepared consolidated financials, after the audited accounts of all the above mentioned subsidiaries were made available to the Company and filed with the Stock Exchanges.

2.

The Company has not expended any amount for Corporate Social Responsibility activities as per Section 135 of the Act.

The Corporate Social Responsibility (CSR) Committee is examining various areas, especially on education for CSR spend. The amount will be spent as per CSR Committees recommendations.

3.

Minutes of subsidiary companies are not placed before the Board Meeting of the Company as required under Regulation 24 SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Will be placed before the Board in future.

4.

The Company has failed to file Form CHG-1 for pledge of shares held in the subsidiary Company to Kotak Mahindra Bank as a security for loan availed by the subsidiary Company.

Not required by the lender.

20. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENT UNDER SECTION 186

During the year, the Company has purchased 100% shares of Avichal Resources Private Limited at a cost of Rs.6.50 Crores. 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 not granted any loans and issued corporate guarantees during the year.

21. 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. Particulars are being provided in Form AOC

- 2 in Annexure ''VI'' Related Party Disclosures as per AS -18 have been provided in to Note no.31 to the Financial Statements.

22. STATE OF COMPANY''S AFFAIRS

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

23.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.

24. 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.

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

Conservation of Energy and Technology Absorption

The particulars relating to conservation of energy, technology absorption, foreign exchange earnings and outgo, as required to be disclosed under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 are annexed herewith as Annexure ''VII'' to this report.

26. 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.

27. 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 ''VIII'' to this Report.

28. BOARD EVALUATION

Pursuant to provisions of the Companies Act, 2013, Rules there under and ''Regulations 2015'', the Board has carried out evaluation of its own performance and that of its Committees and individual Directors.

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

The details are given in Annexure ''I''

30. CHANGE IN THE NATURE OF BUSINESS, IF ANY

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

31. 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

Ms. A.A. Sathe *

Independent

Director

Five consecutive years commencing from 2nd March, 2016 to 1st March, 2021

Mr. A. B. Kalyani

Director

Re-appointed with effect from 2nd March 2016, subject to retirement by rotation

* Appointed as Independent Directors in accordance with Section 149, 152 and any other applicable provisions, if any, of Companies Act, 2013 and the Companies (Appointment and Qualification of Directors) Rules, 2014 (including any statutory modifications or re-enactment thereof for the time being in force) and ''Regulations 2015''.

The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed both under sub section (6) of Section 149 of the Companies Act, 2013 and ''Regulations 2015''.

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

NIL

33. Directors and KMP''s resigned during the year

None of the Directors and KMPs resigned during the year ended 31st March, 2016.

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

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

The brief resumes and other details relating to Director who is proposed to be re-appointed, as required to be disclosed under ''Regulations 2015'', form part of the Notes and Statement setting out material facts annexed to the Notice of the Annual General Meeting.

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

Avichal Resources Private Limited has become a wholly owned subsidiary Company during the year consequent to purchase of 100% shareholding therein.

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

None.

37. 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.

38. 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.

39. COMPOSITION OF AUDIT COMMITTEE

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

40.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 behavior, actual or suspected fraud or violation of the Company''s code of conduct. The aforesaid policy h also been uploaded on the Company''s website.

41.CASH FLOW

A Cash Flow Statement for the year ended 31st Mari 2016 is attached to the Balance Sheet.

42.CORPORATE GOVERNANCE

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

43.OBLIGATION OF COMPANY UNDER TH

SEXUAL HARASSMENT OF WOMEN A

WORKPLACE (PREVENTION, PROHIBITIO AND REDRESSAL) ACT, 2013

In terms of provisions of the Sexual Harassment Women at Workplace (Prevention, Prohibition an Redressal) Act, 2013, the Company has formulated Policy to prevent Sexual Harassment of Women Workplace. During the year under review, there we no cases filed pursuant to the Sexual Harassment Women at Workplace (Prevention, Prohibition are Redressal) Act, 2013.

44.ACKNOWLEDGMENTS

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

For and on behalf of the Board of Director

For BF Utilities Limit

B.B. Hattarki A.B. Kalya Director Director

Pune DIN:00145710 DIN:000894:

6th August, 2016


Sep 30, 2014

The Members,

The Directors have pleasure in presenting the Fourteenth Annual Report on the business and operations of the Company and the Audited Accounts for the Financial Year ended 30th September, 2014.

1. FINANCIAL HIGHLIGHTS :

(Rs. in Million)

Year ended Year ended 30th Sept., 30th Sept., 2014 2013

Sales 234.67 279.32

Other Income 17.27 16.80

Profit before Interest and 129.93 164.59

Depreciation

Less : Interest 55.04 40.25

Depreciation 61.15 61.27

Profit/(Loss) before tax 13.74 63.07

Provision for Taxation

a) Current Tax 4.50 15.20

b) Deferred Tax (3.67) (0.78)

Net Profit/(Loss) 12.91 48.65

Surplus retained in 542.67 529.76

Profit & Loss Account

A cash flow statement for the year 2013-14 is attached to the Balance sheet.

For the year ended 30th September, 2014, your Company achieved a total sales of Rs. 234.67 Million (previous year Rs. 279.32 Million) and earned a profit of Rs. 13.74 Million (previous year profit of Rs. 63.07 Million).

2. DIVIDEND :

Your Directors do not recommend any dividend on the equity shares for the year ended 30th September, 2014.

3. CONSOLIDATED FINANCIAL STATEMENTS :

Consolidated Financial Statements in accordance with Accounting Standard-21 issued by The Institute of Chartered Accountants of India have been provided in the Annual Report. These Consolidated Financial Statements provide financial information about your Company and its subsidiaries as a single economic entity. The Consolidated Financial Statements form a part of the Annual Report.

4. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report (MD&A) for the year under review, as stipulated under Clause 49 of the Listing Agreement with Stock Exchanges, is presented in a separate section forming part of the Annual Report.

5. SUBSIDIARY COMPANIES ACCOUNTS

In accordance with the general circular issued by the Ministry of Corporate Affairs, Government of India, the Balance Sheet, Statement of Profit and Loss and other documents of the subsidiary companies are not being attached to the Balance Sheet of the Company. The Company will make available the Annual Accounts of its subsidiary companies and related information to the member of the Company who may be interested in obtaining the same. The annual accounts of its subsidiary companies will also be kept open for inspection at the Registered Office of the Company and that of the respective subsidiary companies. The Consolidated Financial Statements presented by the Company include the financial results of subsidiary companies including the step- down subsidiary.

Accordingly, Company has not attached the Balance Sheet and other documents required to be attached under Section 212(1) of the Companies Act, 1956 of its subsidiary companies including the step-down subsidiary, namely:

i) Nandi Infrastructure Corridor Enterprises Limited

ii) Nandi Economic Corridor Enterprises Limited

iii) Nandi Highway Developers Limited

A gist of the financial performance of the subsidiaries is given in the Annual Report

6. PARTICULARS OF EMPLOYEES

In terms of the provisions of Section 217(2A) of the Companies Act, 1956, read with Companies (Particulars of Employees) Rules, 1975, as amended, the names and other particulars of employees are set out in the Annexure to the Directors'' Report. Having regard to the provisions of Section 219(1)(b)(iv) of the Companies Act 1956, the Annual Report excluding the aforesaid information is being sent to all the members and others entitled thereto. Any member interested in obtaining such particulars, may write to the Company Secretary at the Registered Office of the Company.

During the year under review, pursuant to the new legislation "Prevention, Prohibition and Redressal of Sexual Harassment of Women at Workplace Act 2013" introduced by the Government of India, which came into effect from December 9, 2013, the Company has framed a Policy on Prevention of Sexual Harassment at Workplace.

7. 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 : Since the Company is in the business of Generation of Power through non-conventional sources, this part is not applicable.

II. TECHNOLOGY ABSORPTION :

1. Research and Development (R&D) :

The company continuously conducts R&D activities in-house using the existing manpower and other resources on continuous basis. The capital and recurring expenses on R&D activities is not separately identified.

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 : Rs.18,898,870/-.

Earned : NIL

8. FIXED DEPOSITS

The Company has not accepted any deposits from the public during the year.

9. CORPORATE SOCIAL RESPONSIBILITY

Section 135 of the Companies Act, 2013 alongwith the Rules thereunder and revised Schedule VII to the Act, concerning Corporate Social Responsibility (CSR), have been effective from April 1, 2014. The Company being covered under the provisions of the said section, has taken necessary initial steps in this regard. A committee of the Directors, titled ''Corporate Social Responsibility Committee'', has been formed by the Board in its meeting held on May 13, 2014, consisting of the following Directors:

Mr. B. B. Hattarki, Independent Director, Chairman Mr. B. N. Kalyani, Member Mr. Amit Kalyani, Member

The Committee has formulated CSR policy for the Company and is in the process of finalisation of its implementation plan.

The said Section being enacted with effect from April 1, 2014, necessary details as prescribed under the said Section shall be presented to the members in the Annual Report for the year 2014-15.

10. WHISTLE BLOWER POLICY

The Company has now adopted Whistle Blower Policy to meet the requirements of the Companies Act, 2013, wherein the employees/directors of the Company are free to report any unethical or improper activity, actual or suspected fraud or violation of the Company''s Code of Conduct. This mechanism provides safeguards against victimization of employees, who avail of the mechanism.

11. DIRECTORS

In terms of 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, offer himself for re-appointment.

Pursuant to Sections 149 and 152 of the Companies Act, 2013 and in terms of Clause 49 of the Listing Agreement, the Board of Directors has, at its meeting held on February 3, 2015, appointed the existing Independent Directors Mr. S. S. Vaidya and Mr. B. B. Hattarki as Independent Directors for a term of 5 consecutive years with effect from the date of ensuing Annual General Meeting, subject to approval of shareholders. The requisite resolutions for approval of their appointment as Independent Directors, are being proposed in the notice of the ensuing Annual General Meeting for the approval of the members.

The Company has received declarations from all the Independent Directors of the Company confirming that they meet with the criteria of independence as prescribed both under sub-section (6) of Section 149 of the Companies Act, 2013 and under Clause 49 of the Listing Agreement with the Stock Exchanges.

As required under Clause 49 of the Listing Agreement with the Stock Exchanges, the information on the particulars of Directors proposed for appointment/ re-appointment has been given in the Report on Corporate Governance.

12. DIRECTORS'' RESPONSIBILITY STATEMENT

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

(i) in the preparation of the annual accounts for the financial year ended September 30, 2014, the applicable Accounting Standards have been followed alongwith proper explanation relating to material departures;

(ii) the Directors had 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 affairs of the Company as at September 30, 2014 and of the profit of the Company for the year under review;

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

(iv) the Directors had prepared the annual accounts for the financial year ended on September 30, 2014 on a ''going concern'' basis.

13. AUDITORS AND AUDITORS'' REPORT

M/s. Joshi Apte & Co. Chartered Accountants are holding office as Auditors from the conclusion of 13th Annual General Meeting held on March 24, 2014 prior to the commencement of the Companies Act, 2013 ("the Act"). In terms of the provisions of the Act and the related rules thereunder, in respect of rotation of auditors, M/s. Joshi Apte & Co. Chartered Accountants are eligible for re-appointment. The Directors, based on the recommendation of the Audit Committee, propose the appointment of M/s. Joshi Apte & Co. Chartered Accountants, Pune - as Statutory Auditors for the period from the conclusion of the ensuing 14th Annual General Meeting till the conclusion of the 17th Annual General Meeting to be held in the year 2018 and seek authority for fixation of their remuneration for the year 2014-15.

The observations and comments given by the Statutory Auditors in their report read together with notes thereon are self-explanatory and hence, do not call for any further comments under Section 217 of the Companies Act, 1956.

14. CORPORATE GOVERNANCE

The Company has adopted the Corporate Governance Policies and Code of Conduct which has set out the systems, processes and policy conforming to the best standards. The report on Corporate Governance as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges, forms part of the Annual Report.

A Certificate from the Statutory Auditors of the Company, M/s. Joshi Apte & Co. Chartered Accountants, confirming compliance with the conditions of Corporate Governance as stipulated under the aforesaid Clause 49, is attached to this Report.

15. SECRETARIAL AUDITORS

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Rules made thereunder and based on the recommendation from the Audit Committee, M/.s SVD & Associates, Company Secretaries has been appointed to conduct a secretarial audit of Company''s Secretarial and related records for the year ending on September 30, 2015. The Secretarial standards issued by the Institute of Company Secretaries of India from time to time are currently recommendatory in nature. The Company is, however, complying with the most of them.

16. ACKNOWLEDGEMENT

Your Directors would like to express their sincere appreciation of the positive co-operation received from the Central Government, the Government of Maharashtra, Financial Institutions and the Bankers. The Directors also wish to place on record their deep sense of appreciation for the commitment displayed by all staff of the Company.

The Board also takes this opportunity to express its deep gratitude for the continued co-operation and support received from its valued shareholders. 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 : February 14, 2015 Chairman


Sep 30, 2013

The Directors have pleasure in presenting their 13th Annual Report on the business and operations of the Company together with the Audited Statement of Accounts for the year ended 30th September, 2013.

1. FINANCIAL HIGHLIGHTS :

(Rs. in Millions)

Year ended Year ended 30th Sept., 30th Sept., 2013 2012

Sales 279.32 364.05

Other Income 16.80 7.26

Profit before Interest 164.59 262.90 and Depreciation

Less : Interest 40.25 42.29

Depreciation 61.27 60.92

Profit/(Loss) before tax 63.07 159.69 Provision for Taxation

a) Current Tax 15.20 34.00

b) Deferred Tax (0.78) (4.86)

Net Profit/(Loss) 48.65 130.55

Surplus retained in 529.76 480.85 Profit & Loss Account

For the year ended 30th September, 2013, your Company achieved a total sales of Rs.279.32 Million (previous year Rs.364.05 Million) and earned a profit of Rs.63.07 Million (previous year profit of Rs.159.69 Million).

2. DIVIDEND :

Your Directors do not recommend any dividend on the equity shares for the year ended 30th September, 2013.

3. CONSOLIDATED FINANCIAL STATEMENTS :

Pursuant to Clause 32 of the Listing Agreement with the Stock Exchanges, read with the applicable Accounting Standards, issued by the Institute of Chartered Accountants of India, financial statements relating to Subsidiaries, as defined under the said Standards, are merged with the Accounts of the Company and the Consolidated Financial Statements are attached to these Account.

4. SUBSIDIARIES :

The Statement pursuant to Section 212 of the Companies Act, 1956 is attached to these Accounts. The Company undertakes that Annual Accounts of the subsidiary companies and the related detailed information shall be made available to shareholders of the Company and subsidiary companies seeking such information at any point of time. The Annual Accounts of the subsidiary Companies shall also be kept for inspection by any shareholders in the Head Office of the Company and of the subsidiary companies concerned. The Company shall furnish a hard copy of details of accounts of subsidiaries to any shareholder on demand. The details about subsidiary companies is included elsewhere in this Annual Report. In view of this and also as per General Circular No.2/2011 dated 8th February, 2011 issued by Ministry of Corporate Affairs, the accounts of subsidiary companies are not enclosed to this Annual Report.

5. PARTICULARS OF EMPLOYEES :

As required under the provisions of Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975 as amended, the names and other particulars of the employees, to the extent applicable, are set out in the Annexure of the Directors'' Report. However, in terms of the provisions of Section 219(1)(b)(iv) of the Companies Act, 1956, the Report and the Accounts are being sent to all the Shareholders of the Company excluding the aforesaid Annexure. Any Shareholder interested in obtaining a copy of said Annexure may write to the Company Secretary at the Registered Office of the Company.

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 : Since the Company is in the business of Generation of Power through non-conventional sources, this part is not applicable.

II. TECHNOLOGY ABSORPTION :

1. Research and development (R&D) :

The company continuously conducts R&D activities in-house using the existing manpower and other resources on continuous basis. The capital and recurring expenses on R&D activities is not separately identified.

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 : Rs.814,936/-.

Earned : Rs.19,553,198/-.

7. DIRECTORS :

In accordance with the provisions of the Companies Act, 1956 and the Articles of Association of the Company, Mr. A. B. Kalyani and Mr. B. B. Hattarki, 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 30th September, 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 judgments 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 30th September, 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, 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 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 : 27th November, 2013 Chairman


Sep 30, 2012

To, The Members,

The Directors have pleasure in presenting their 12th Annual Report on the business and operations of the Company together with the Audited Statement of Accounts for the year ended 30th September, 2012.

1. FINANCIAL HIGHLIGHTS :

(Rs. in Million)

Year ended Year ended 30th Sept., 30th Sept., 2012 2011

Sales 364.05 223.70

Other Income 7.26 0.51

Profit before Interest 262.90 132.36 and Depreciation

Less : Interest 42.29 28.83

Depreciation 60.92 60.84

Profit/(Loss) before tax 159.69 42.69

Provision for Taxation

a) Current Tax 34.00 24.00

b) Deferred Tax (4.86) 9.72

Net Profit/(Loss) 130.55 8.97

Balance of Profit/(Loss) 350.30 373.02 from previous year

Add/(Less)- Adjustments - (31.69) relating to earlier year

Surplus retained in 480.85 350.30 Profit & Loss Account

For the year ended 30th September, 2012, your Company achieved a total sales of Rs.364.05 Million (previous year Rs.223.70 Million) and earned a profit of Rs.159.69 Million (previous year loss of Rs.42.69 Million).

2. DIVIDEND :

Your Directors do not recommend any dividend on the equity shares for the year ended 30th September, 2012.

3. CONSOLIDATED FINANCIAL STATEMENTS :

Pursuant to Clause 32 of the Listing Agreement with the Stock Exchanges, read with the applicable Accounting Standards, issued by the Institute of Chartered Accountants of India, financial statements relating to Subsidiaries, as defined under the said Standards, are merged with the Accounts of the Company and the Consolidated Financial Statements are attached to these Account. The details are given under Note ''1'' to the said Consolidated Financial Statements.

4. SUBSIDIARIES :

The Statement pursuant to Section 212 of the Companies Act, 1956 is attached to these Accounts. The Company undertakes that Annual Accounts of the subsidiary companies and the related detailed information shall be made available to shareholders of the Company and subsidiary companies seeking such information at any point of time. The Annual Accounts of the subsidiary Companies shall also be kept for inspection by any shareholders in the Head Office of the Company and of the subsidiary companies concerned. The Company shall furnish a hard copy of details of accounts of subsidiaries to any shareholder on demand. The details about subsidiary companies is included elsewhere in this Annual Report. In view of this and also as per General Circular No.2/2011 dated 8th February, 2011 issued by Ministry of Corporate Affairs, the accounts of subsidiary companies are not enclosed to this Annual Report.

5. PARTICULARS OF EMPLOYEES :

As required under the provisions of Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975 as amended, the names and other particulars of the employees are set out in the Annexure of the Directors'' Report. However, in terms of the provisions of Section 219(1)(b)(iv) of the Companies Act, 1956, the Report and the Accounts are being sent to all the Shareholders of the Company excluding the aforesaid Annexure. Any Shareholder interested in obtaining a copy of said Annexure may write to the Company Secretary at the Registered Office of the Company.

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 : Since the Company is in the business of Generation of Power through non-conventional sources, this part is not applicable.

II. TECHNOLOGY ABSORPTION :

1. Research and development (R&D) :

The company continuously conducts R&D activities in-house using the existing manpower and other resources on continuous basis. The capital and recurring expenses on R&D activities is not separately identified.

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 : Rs.6,029,505/-.

Earned : Rs.2,540,566/-.

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. G. K. Agarwal, 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 30th September, 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 30th September, 2012 on a ''going concern'' basis.

9. AUDITORS :

M/s. Dalal & Shah, Chartered Accountants, resigned as the Statutory Auditors of the Company on 30th November, 2012, vide their letter dated 29th November, 2012, received to the Company on 30th November, 2012. The Company had appointed M/s. Joshi Apte & Co., Chartered Accountants as the Statutory Auditors of the Company to fill up the casual vacancy caused due to resignation of M/s. Dalal & Shah, in the Extra Ordinary General Meeting held on 5th January, 2013. M/s. Joshi Apte & Co, hold office as Statutory Auditors of the Company upto the conclusion of the ensuing Annual General Meeting.

You are requested to reappoint M/s. Joshi Apte & Co., Chartered Accountants, as the Statutory Auditors for the current year to hold the office from the conclusion of the ensuing Annual General Meeting until the conclusion of 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 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 : 9th February, 2013 Chairman


Sep 30, 2010

The Directors have pleasure in presenting their 10th Annual Report on the business and operations of the Company together with the Audited Statement of Accounts for the year ended 30th September, 2010.

1. FINANCIAL HIGHLIGHTS :

(Rs. in Million)

Year Year ended ended 30th Sept., 30th Sept., 2010 2009 (Revised)

Sales 161.74 175.90

Other Income 1.97 20.94

Profit before Interest and

Depreciation 44.54 106.53

Less : Interest 14.96 38.98

Depreciation 60.98 61.13

Profit/(Loss) before tax (31.40) 6.42

Provision for Taxation

a) Current Tax 0.50 3.40

b) Deferred Tax 9.35 0.00

c) Fringe Benefit Tax 0.00 0.05

Net Profit/(Loss) (41.25) 2.97

Balance of Profit/(Loss) from previous year 407.47 102.53

Add/(Less)- Adjustments relating to earlier year 6.80 0.08

Add: Adjustment in Profit and Loss Account as per Scheme of Arrangement 0.00 301.89

Surplus retained in Profit & Loss Account 373.02 407.47

For the year ended 30th September, 2010, your Company achieved a total sales of Rs.161.74 Million (previous year Rs.175.90 Million) and incurred loss of Rs.31.40 Million (previous year profit of Rs.6.42 Million).

2. DIVIDEND :

Your Directors do not recommend any dividend on the equity shares for the year ended 30th September, 2010.

3. CONSOLIDATED FINANCIAL STATEMENTS :

Pursuant to Clause 32 of the Listing Agreement with the Stock Exchanges, read with the applicable Accounting Standards, issued by the Institute of Chartered Accountants of India, financial statements relating to Subsidiaries, as defined under the said Standards, are merged with the Accounts of the

Company and the Consolidated Financial Statements are attached to these Account. The details are given under Note L to the said Consolidated Financial Statements.

4. SUBSIDIARIES :

The Statement pursuant to Section 212 of the Companies Act, 1956 is attached to these Accounts. The Company undertakes that Annual Accounts of the subsidiary companies and the related detailed information shall be made available to shareholders of the Company and subsidiary companies seeking such information at any point of time. The Annual Accounts of the subsidiary Companies shall also be kept for inspection by any shareholders in the Head Office of the Company and of the subsidiary companies concerned. The Company shall furnish a hard copy of details of accounts of subsidiaries to any shareholder on demand. The details about subsidiary companies is included elsewhere in this Annual Report. In view of this and also as per General Circular No.2/ 2011 dated 8th February, 2011 issued by Ministry of Corporate Affairs, the accounts of subsidiary companies are not enclosed to this Annual Report.

5. PARTICULARS OF EMPLOYEES :

As required under the provisions of Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975 as amended, the names and other particulars of the employees are set out in the Annexure of the Directors Report. However, in terms of the provisions of Section 219(1)(b)(iv) of the Companies Act, 1956, the Report and the Accounts are being sent to all the Shareholders of the Company excluding the aforesaid Annexure. Any Shareholder interested in obtaining a copy of said Annexure may write to the Company Secretary at the Registered Office of the Company.

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 : Since the Company is in the business of Generation of Power through non-conventional sources, this part is not applicable.

II. TECHNOLOGY ABSORPTION :

1. Research and development (R&D) :

The company continuously conducts R&D activities in-house using the existing manpower and other resources on continuous basis. The capital and recurring expenses on R&D activities is not separately identified.

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 : Rs. 9,916,077/-.

Earned : Rs. 10,495,146/-.

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. G. K. Agarwal, 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 30th September, 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 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 30th September, 2010 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, 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 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 : 9th February, 2011. Chairman


Sep 30, 2009

The Directors have pleasure in presenting their 9th Annual Report on the business and operations of the Company together with the Revised Audited Statement of Accounts for the year ended 30th September, 2009.

1. FINANCIAL HIGHLIGHTS :

(Rs. in Million)

Year Year ended ended 30th Sept., 30th Sept., 2009 2008

(Revised) Sales 175.90 194.50

Other Income 20.94 81.96 Profit before Interest and

Depreciation 106.53 173.19

Less : Interest 38.98 59.03

Depreciation 61.13 61.26

Profit/(Loss) before tax 6.42 52.90 Provision for Taxation

a) Current Tax 3.40 6.50

b) Deferred Tax (Credit) 0 0

c) Fringe Benefit Tax 0.05 0.13 Net Profit/(Loss) 2.97 46.27 Balance of Profit/(Loss) from previous year 102.53 56.26

Add/(Less)- Adjustments relating to earlier year 0.08 --

Add: Adjustment in Profit and Loss Account as per Scheme of Arrangement 301.89 --

Surplus retained in Profit & Loss Account 407.47 102.53

For the year ended 30th September, 2009, your Company achieved a total sales of Rs.175.90 Million (previous year Rs. 194.50 Million) and earned a Profit of Rs.6.41 Million (previous year profit of Rs.52.90 Million).

2. DIVIDEND :

Your Directors do not recommend any dividend on the equity shares for the year ended 30th September, 2009.

3. SCHEME OF ARRANGEMENT :

The Honble Bombay High Court, vide its Order dated 5th February, 2010, approved the Scheme of Arrangement between BF Utilities Limited (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 (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 1 st 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 Limited. Consequently, the Amalgamating Companies, being subsidiaries of the Company, have ceased to exist.

Pursuant to the Scheme, on 1 5th March, 2010 the Resulting company, BF Investment Ltd. has allotted Equity Shares to the Shareholders of BF Utilities Ltd., 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 BF Investment Ltd. for every 1 Equity Share of Rs.5/- each held in BF Utilities Ltd.

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

4. ANNUAL ACCOUNTS FOR THE YEAR ENDED 30TH SEPTEMBER, 2009:

The Board of Directors of the Company in their meeting held on 29th December, 2009 had approved the Financial Statements for the year ended 30th September, 2009. The auditors had submitted their report dated 29th December, 2009 on the same. The financial results based on these approved Financial Statements were submitted to Stock Exchanges as per clause 41 of the Listing Agreement with Stock Exchanges.

The effectiveness of the Scheme of Arrangement being a material event, the Company has revised the Financial Statements for the year ended 30th September, 2009 which were earlier approved by the Board on 29th December, 2009, for giving effects to various transfers emanating from the Scheme. The Company has, therefore, surrendered the signed sets of profit and loss account and cash flow statement for the year ended 30th September, 2009 and the balance sheet as on that date together with the auditors report as explained above to the auditors to enable them to issue their Revised Audit Report on the Revised Financial Statements.

The revised Financial Statements for the year ended 30th September, 2009 appended to this Annual Report have been prepared after giving effects of the Scheme in the appropriate account heads in the books of account of the Company:

5. EXTENSION OF TIME FOR HOLDING 9TH ANNUAL GENERAL MEETING:

The Company had sought extension of time for holding the Annual General Meeting for adoption of the Financial Statements for the year ended 30th September, 2009. The Registrar of Companies, Pune vide his letter dated 24th February, 2010 has granted extension of time of three months ( i.e. upto 30th June, 2010 ) for holding the Annual General Meeting.

6. CONSOLIDATED FINANCIAL STATEMENTS :

Pursuant to Clause 32 of the Listing Agreement with the Stock Exchanges, read with the applicable Accounting Standards, issued by the Institute of Chartered Accountants of India, financial statements relating to Subsidiaries, as defined under the said Standards, are merged with the Accounts of the Company and the Consolidated Financial Statements are attached to these Account. The details are given under Note L to the said Consolidated Financial Statements.

7. SUBSIDIARIES :

The Statement pursuant to Section 212 of the Companies Act, 1956 and accounts of the Subsidiaries of the Company are attached to these Accounts.

8. PARTICULARS OF EMPLOYEES :

As required under the provisions of Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1 975 as amended, the names and other particulars of the employees are set out in the Annexure of the Directors Report. However, in terms of the provisions of Section 219(1 )(b)(iv) of the Companies Act, 1 956, the Report and the Accounts are being sent to all the Shareholders of the Company excluding the aforesaid Annexure. Any Shareholder interested in obtaining a copy of said Annexure may write to the Company Secretary at the Registered Office of the Company.

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

The additional information required under the provisions of Section 21 7(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 : Since the Company is in the business of Generation of Power through non-conventional sources, this part is not applicable.

II. TECHNOLOGY ABSORPTION :

1. Research and development (R&D) :

The company continuously conducts R&D activities in-house using the existing manpower and other resources on continuous basis. The capital and recurring expenses on R&D activities is not separately identified.

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 : Rs. 228,873/-.

Earned : Rs. 18,413,253/-.

10. 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. S. S. Vaidya, Directors of the Company, retire by rotation at the ensuing Annual General Meeting and, being eligible, they offer themselves for re-appointment.

11. DIRECTORS RESPONSIBILITY STATEMENT :

Pursuant to the requirement under Section 21 7(2AA) of the Companies Act, 1 956, with respect to Directors Responsibility Statement, it is hereby confirmed :

(i) That in the preparation of the accounts for the financial year ended 30th September, 2009, 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 30th September, 2009 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, 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 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 : 15th May, 2010 Chairman

Find IFSC