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Directors Report of BF Utilities Ltd.

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

 
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