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Directors Report of Bil Energy Systems Ltd.

Mar 31, 2015

Dear Members,

The Directors of your Company have pleasure in presenting Sixth Annual Report and the Company's Audited Financial Statement for the Financial Year ended March 31, 2015.

1. Financial summary or highlights/ Performance of the Company (Standalone): The financial performance of the Company for the Year ended 31st March, 2015 is as summarized below: (Rs. In Lacs)

Particulars 2014-2015 2013-2014

Gross Turnover & Other Income 4729.90 5952.72

Profit /(Loss) before Exceptional Item Interest, Depreciation & Taxation 529.24 (166.08)

Less : Exceptional Item (96.33) 280.14

Profit /(Loss) before Interest, Depreciation & Taxation 625.57 (446.22)

Less – Interest 57.55 1054.76

Profit / (Loss) before Depreciation & Taxation 568.02 (1500.98)

Less – Depreciation 473.25 304.72

Profit / (Loss) before tax 94.77 (1805.70)

Less– Provision for Taxation (Incl. Deferred Tax) - -

Net Profit / (Loss) for the year 94.77 (1805.70)

Add/ (less) – Balance brought forward from previous Year (3058.78) (1253.08)

Add/ (less) – Retain Value of Assets (17.12) -

Balance Carried to Balance Sheet (2981.13) (3058.78)

2. Performance Review: For the year 2014-15, the Turnover of the Company decreased and stood at Rs. 4194.16 Lakhs and profit incurred was Rs. 94.77 Lakhs, which is mainly due to exceptional item and lower capacity utilization coupled with falling margins.

3. Extract of Annual Return: Extract of Annual Return as provided under sub-section (3) of section 92 in Form No. MGT – 9. (Annexure 1).

4. Number of meetings of the Board of Directors: During the year 2014-15, 4 meeting of the Board of Directors held.

5. Directors' Responsibility Statement: The Directors' Responsibility Statement referred to in clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013, shall state that:

a) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

b) 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 at the end of the financial year and of the profit and loss of the company for that period;

c) the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

d) the directors had prepared the annual accounts on a going concern basis; and

e) the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

6. Auditors' Report: As regards Auditors remarks in the Audit report, comments of the Board of Directors are as under: As regards Auditors remarks in the Audit report, comments of the Board of Directors are as under:

a) Auditor Remark: The company has sent letters to customers in respect of trade receivables for confirming balances outstanding as at March 31, 2015, but in most of the cases the customers have not sent written confirmation confirming the balance outstanding as at March 31, 2015. In the absence of confirmation any provision to be made for adverse variation in the carrying amounts of trade receivables is not quantified.

Boards Comments on the same: The Board considers all outstanding balance of customers as on 31st March, 2015 as good and recoverable excepting those considered doubtful and provided for during the financial year 2014-15.

b) Auditor Remark: The Lender Bank of Bilpower Limited has pursuant to certain Corporate Guarantees given by the Company demanded from the Company their dues from Bilpower Limited amounting to Rs. 215.80 crores. No provision has been made in the accounts for the probable loss that may arise on account of above demand of Rs. 215.80 crores.

Boards Comments on the same: Bilpower Limited, the Borrower in whose favor the Company has given Corporate Guarantee to State Bank of India, has informed the Company that they are in negotiation with the Lender Bank for settlement/ Re-schedulement of dues and hence no provision has been made in the account.

c) Auditor Remark: The Company has not provided for interest payable to State Bank of India amounting to Rs. 1045.12 Lacs for the year ended 31st March 2015. The Company has not made any provision for penal interest claimed by the bank. As a result the loss for the year ended 31st March 2015 is understated by Rs.1045.12 Lacs & current liabilities as at 31st March 2015 are also understated by Rs.1045.12 Lacs and also reserves are overstated by Rs. 1045.12 Lacs. The amount of penal interest cannot be quantified as the details have not been received from the bank.

Boards Comments on the same: Based on the Legal advice received by the Company, it has been decided not to provide any interest on liability of State Bank of India.

d) As regards Auditors' remarks in Annexure to their report under Item No. 7 a) & 7 b) with respect to nonpayment of Maharashtra vat, Professional Tax, Excise, the same is self-explanatory.

7. Loan and Investment by Company: Particulars of loans, guarantees or investments under section 186. (Annexure 2)

8. Particulars of contracts or arrangements with related parties: The particulars of every contract or arrangements entered into by the Company with related parties referred to in sub-section (1) of section 188 of the Companies Act, 2013 including certain arm's length transactions under third proviso thereto is given in Form No. AOC-2. (Annexure 3)

10. Dividend: Your Directors do not recommend any dividend for the year under review in view of losses incurred.

12. Conversation change n earning and outgo are as follows:

i. the steps taken or impact on conservation of energy: NIL

ii. the steps taken by the company for utilising alternate sources of energy: NIL

iii. the capital investment on energy conservation equipments: NIL.

B. Technology absorption:

i. the efforts made towards technology absorption: NIL

ii. the benefits derived like product improvement, cost reduction, product development or import substitution: NIL

iii. in case of imported technology (imported during the last three years reckoned from the beginning of the financial year)-

a) the details of technology imported : NIL

b) the year of import : NIL

c) whether the technology been fully absorbed : NIL

d) if not fully absorbed, areas where absorption has not taken place, and the reasons thereof : NIL and

iv. the expenditure incurred on Research and Development : NIL.

14. Change romp the natu

15. Directors:

A) Changes in Directors and Key Managerial Personnel:

Detail is given in corporate governance report annexed and forming part of the Director report..

B) Declaration by an Independent Director(s) and re- appointment, f any:

C) Formal Annual Evaluation:

The Board has formulated a code of conduct policy for formal annual evaluation purpose which has been made by the Board of its own performance and that

16. Number of meetings of th

A) Audit Committee:

B) Details of establishment of vigil mechanism for directors and employees:

The Whistle blower policy of the Company was formulated and policy is available in the company's website i.e. www.bilenergycom.

C) Nomination and Remuneration Committee:

The Company has adopted policy formulated by nomination and remuneration committee for appointment of Key Managerial personal.

17. Managerial Remuneration:

A) There is no employee covered pursuant to 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014

C) There Board no such port. events occurs which require disclosures in the Board of Director's report under the heading "Corporate Governance", relating to the finance all elopement: remuneration package such as salary, benefits, bonus, stock options, pension, etc., of all the directors;

ii. details of fixed component and performance linked incentives along with the performance criteria;

iii. service contracts, notice period, severance fees;

iv. stock option details, if any, and whether the same has been issued at a discount as well as the period over which accrued and over which exercisable.

18. Details of Subsidiary/JV/Associate Companies: The Company has no Subsidiary/ JV/ Associate Companies during the year

19. Deposits:

A. The details relating to deposits, covered under Chapter V of the Act,-

a) accepted during the year : NIL

b) remained unpaid or unclaimed as at the end of the year : NIL

c) whether there has been any default in repayment of deposits or payment of interest thereon during the year and if so, number of such cases and the total amou t the beginning of the year: NIL ii. maximum during the year : NIL

iii. at the end of the year : Nil

B. The details of deposits which are not in compliance with the requirements of Chapter V of the Act : NIL

20. Details of significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and company's

The Company Annual General Meeting (nAGM). from them that their re-appointment, if made, would be within the limits and that they are not disqualified for such an appointment under the Companies Act, 2013. Their reappointment is recommended by the board.

22. Brief description of the Company's working during the year: The Company has only one Manufacturing unit at wade

24. Share Capital to sales and purchase it would be rectified immediately.

A) Issue of equity shares with differential rights:

No Equity Shares with differential rights were issued during the f nancial year 2014-15 as provided in rule 4 (4) of Companies (Share Capital and Debentures)

B) Issue of sweat equity shares

No Sweat Equity Shares were issued during the financial year 2014-15, as provided in rule 8 (13) of Companies (Share Capital and Debentures) Rules, 2014.

C) Issue of employee stock options:

No employee stock options were issued during the fnancial year 2014-15, as provided in rule 12 (9) of Companies (Share Capital and Debentures) Rules, 2014.

D) Provision of money by company for purchase of its own shares by employees or by trustees for the benefit of employees:

There is no such provision is made for the relevant fnancial year as provided in rule 16 (4) of Companies (Share Capital and Debentures) Rules, 2014. 25 Secretarial Audit Report: A Secretarial Audit Report given by M/s. Bhuwnesh Bansal & Associates, a company secretary in practice shall be annexed with the

28. TaTpnexu oTsions: The Company has made adequate provisions as required under the provisions of Income Tax Act, 1961, as well as other relevant laws

On behalf of the Board of Directors,

For Bil Energy Systems Limited

Chandrashekhar Trivedi

DIN: 00135114

Mumbai, 30th May, 2015 Chairman


Mar 31, 2014

Dear Members,

The Directors of your Company have pleasure in presenting Fifth Annual Report together with the Audited Accounts and Auditors'' Report for the year ended BILPOWER LIMITED 31st March, 2014.

1. Financial Performance:- The financial performance of the Company for the Year ended 31st March, 2014 is as summarized below:-

(Rs. In Lacs) Particulars 2013-14 2012-13

Gross Turnover & Other Income 5952.72 9788.21

profit /(Loss) before Exceptional Item Interest, Depreciation & Taxation (166.08) 89.90

Less : Exceptional Item 280.14 -

profit /(Loss) before Interest, Depreciation & Taxation (446.22) 89.90

Less – Interest 1054.76 841.77

profit / (Loss) before Depreciation & Taxation (1500.98) (751.87)

Less – Depreciation 304.72 303.41

profit / (Loss) before tax (1805.70) (1055.28)

Less– Provision for Taxation (Incl. Deferred Tax) - (463.73)

Annual Report 2010-11 Net profit / (Loss) for the year (1805.70) (591.55)

Add/ (less) – Balance brought forward from previous Year (1253.08) (661.53)

Balance Carried to Balance Sheet (3058.78) (1253.08)



2. Performance Review:-

For the year 2013-14, the Turnover of the Company decreased and stood at Rs. 5860.71 Lakhs and Loss incurred was Rs. 1805.70 Lakhs, which is mainly due to exceptional item and lower capacity utilization coupled with falling margins.

3. Dividend:

Your Directors do not recommend any dividend for the year under review in view of losses incurred.

4. Directors: –

Mr. Sureshkumar Anandilal Choudhary, Director, retires from the Board by rotation and is eligible offered himself for re – appointment at the ensuing Annual General Meeting.

Pursuant to Sections 149 , 150 & 152 of the Companies Act, 2013 read with Companies (Appointment and qualifcation of Director) Rules, 2014 along with Schedule IV or re-enactment thereof for the time being in force, the Independent Directors can hold office for a term of Five consecutive years on the Board of your Company. Accordingly, it is proposed to appoint Mr. Kesavan Mudakkarappillil Sugathan (DIN: 00269892) and Mr. Vasudev Gajanan Kulkarni (DIN: 02791914), existing Directors as Non – Executive Independent Directors for a term of five consecutive years and they shall not be liable to retire by rotation. The Company has received requisite notice from the respective directors proposing their candidature for appointment as an Independent Director and has also received declaration from the aforesaid Independent Directors confirming that they meet the criteria of Independence as prescribed under provisions of Section 149(6) of the Companies Act, 2013 and Clause 49 of the Listing Agreement with the Stock Exchanges.

Brief resume of the Directors proposed to be appointed / re-appointed, qualifcation, experience and the names of the Companies in which they hold directorship, membership of the board committees, as stipulated in the clause 49 of the listing agreement are provided in the Report on Corporate Governance forming a part of the annual report.

5. Directors'' Responsibility Statement: –

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956, the Directors, to the Best of their knowledge and belief, confirm that: –

a) In the preparation of the annual accounts for the financial year 2013-14, the applicable accounting standards have been followed and there are no material departures;

b) Appropriate accounting policies have been selected and applied consistently and such judgments & estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2014 and of the profit / loss of the Company for the accounting year ended on that date;

c) Proper & suffcient care has been taken 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 & detecting fraud and other irregularities; and

d) The annual accounts of the Company have been prepared on a going concern basis.

6. Auditors: –

M/s. Bansal Bansal & Co, Chartered Accountants, who are the Statutory Auditors of the Company, hold office till the conclusion of the forthcoming AGM and are eligible for re-appointment. Pursuant to the provisions of section 139 of the Companies Act, 2013 and the Rules framed there under, it is proposed to appoint M/s. Bansal Bansal & Co as statutory auditors of the Company from the conclusion of the Fifth Annual General Meeting (AGM) till the conclusion of Sixth Annual General Meeting (AGM).

The Company has received a Certifcate from them that their re-appointment, if made, would be within the limits and that they are not disqualified for such an appointment under the Companies Act, 2013. Their reappointment is recommended by the board.

7. Auditors'' Report: –

As regards Auditors remarks in the Audit report, comments of the Board of Directors are as under: 1) Auditor Remark:

The company has sent letters to customers in respect of trade receivables for confirming balances outstanding as at March 31, 2014, but in most of the cases the customers have not sent written confirmation confirming the balance outstanding as at March 31, 2014. In the absence of confirmation any provision to be made for adverse variation in the carrying amounts of trade receivables is not quantifed.

Boards Comments on the same:

The Board considers all outstanding balance of customers as on 31st March 2014 as good and recoverable excepting those considered doubtful and provided for during the financial year 2013-14.

2) Auditor Remark:

BILPOWER

The Lender Bank of Bilpower Limited has pursuant to certain Corporate Guarantees given by the Company demanded from the Company their dues from Bilpower Limited amounting to Rs. 178.80 crores. No provision has been made in the accounts for the probable loss that may arise on account of above demand of Rs. 178.80 crores.

Boards Comments on the same:

Bilpower Limited, the Borrower in whose favour the Company has given Corporate Guarantee to State Bank of India, has Informed the Company that they are in negotiation with the Lender Bank for settlement/ Re-schedulement of dues and Hence no provision has been made in the account.

3) As regards Auditors'' remarks in Annexure to their report under Item No. 1 (b) & 2 (a), with regard to physical verifcation report of fixed assets and inventories, the same are self explanatory;

4) As regards Auditors'' remarks in Annexure to their report under Item No. 7, with regard to report of internal audit, Company has in house internal audit system commensurate with the size and nature of its business and hence no formal audit report is available, the same are self explanatory.

8. Cost Auditors:

Jayant J. Paleja, Practicing Cost Accountant, has been appointed as Cost Auditor to conduct cost audit of the records of the Company for the financial year 2014-2015.

The Company has received a Certifcate from them that their appointment would be within the limits and that they are not disqualified for such an appointment under the Companies Act, 2013. Their appointment is accepted by the board.

9. Tax Provisions: –

The Company has made adequate provisions as required under the provisions of Income Tax Act, 1961, as well as other relevant laws governing taxation on the company.

10. Fixed Deposits: –

During the year ended on 31st March, 2014, the Company has not accepted any Fixed Deposit from public under Section 58A & 58AA of the Companies Act, 1956 read with the Companies (Acceptance of Deposits) Rules, 1975.

11. Management''s Discussion and Analysis Report: –

A detailed review of the operations, performance and future outlook of the Company and its businesses is given in the Management''s Discussion and Analysis Report, which forms part of this Report as Annexure I.

12. Corporate Governance: –

We adhere to the principal of Corporate Governance mandated by the Securities and Exchange Board of India (SEBI) and have implemented all the prescribed stipulations. As required by Clause 49 of the Listing Agreement, a detailed report on Corporate Governance forms part of this Report. The Auditors'' Certifcate on compliance with Corporate Governance requirements by the Company is attached with the Corporate Governance Report as Annexure II.

13. Energy Conservation and Technology Absorption: –

The nature of business of the Company is such where electricity consumption comprises of internally DG set generated electricity as well as electricity made available by MSEDCL. Since it is not possible to bifurcate accurately between these two sources, the information required under Section 217(1) (e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in Report of the Board of Directors) Rules, 1988 with respect to conservation of Energy, Technology absorption is not given.

14. Foreign Exchange earnings and outgo:-

Your Company earned/spent foreign exchange as under during the year. Earnings : Rs. Nil

Outgo : Rs. 418.74 Lacs

15. Particulars of Employees:-

There are no employees covered under Section 217(2A) of the Companies Act, 1956.

16. Acknowledgement: –

The Board wishes to place on record its sincere appreciation for the assistance and co-operation received from Bankers, Government Departments and other Business Associates for their continued support towards the conduct of operations of the Company efficiently.

The Directors express their gratitude to the shareholders for their continuing confdence in the Company. The Directors also acknowledge the hard work and persuasive efforts put in by the employees of the Company in carrying forward Company''s vision and mission.

On behalf of the Board of Directors, For Bil Energy Systems Limited

Rajendrakumar Anandilal Choudhary Din : 00494663 Chairman Mumbai, 28th May, 2014


Mar 31, 2013

Dear Members,

The Directors of your Company have pleasure in presenting fourth Annual Report together with the Audited Accounts and Auditors'' Report for the year ended

BILPOWER LIMITED

31st March, 2013.

1. Financial Performance:- The fnancial performance of the Company for the Year ended 31st March, 2013 is as summarized below:- (Rs. In Lacs)

Particulars 2012-2013 2011-2012

Gross Turnover & Other Income 9788.21 10177.02

Proft before Interest, Depreciation & Taxation 89.90 346.50

Less – Interest 841.77 798.33

Proft / (Loss) before Depreciation & Taxation (751.87) (451.83)

Less – Depreciation 303.41 297.63

Proft / (Loss) before tax (1055.28) (749.46)

Less– Provision for Taxation (Incl. Deferred Tax) (463.73)

Net Proft / (Loss) for the year (591.55) (749.46)

Add/ (less) – Balance brought forward from previous Year (661.53) 87.93

Balance Carried to BalancAen Snhueaelt Report 2010-11 (1253.08) (661.53)

2. Performance Review:-

For the year 2012-13, the Turnover of the Company decreased and stood at Rs. 9704.44 Lakhs and Loss incurred was Rs. 591.55 Lakhs, which is mainly due to lower capacity utilization, falling margins and higher interest rates.

3. Dividend:-

Your Directors do not recommend any dividend for the year under review in view of losses incurred.

4. Directors: –

Pursuant to the provisions of Section 260 of the Companies Act, 1956, Mr. Vasudev Kulkarni (w.e.f. 14th November, 2012) was appointed as an Additional

Director of the Company and would hold Offce upto the date of ensuing Annual General Meeting.

Mr. Mrugen Shah, Director, retire from the Board by rotation and being eligible has offered himself for re-appointment at the ensuing Annual General Meeting.

The Notice convening the Annual General Meeting includes the proposal for his re-appointment. The Company has received notices in writing from members proposing the candidature of above directors.

Brief resumes of the above Directors, nature of their expertise in specifc functional areas and names of the Public Limited companies in which they hold

directorships and memberships / chairmanships of Committees of the Board and their shareholding in the Company, as stipulated under Clause 49 of the Listing Agreement are given in the Report on Corporate Governance forming part of the Annual Report.

During the year Mr. Naresh Kumar Choudhary had resigned with effect from 12th February, 2013. Your Directors wish to place on record their sincere appreciation for the invaluable services rendered by him during his tenure as Director.

5. Sub Division of Face Value of Shares:-

During the year the Company had sub divided the face value of its Equity Shares from Rs. 10/ – each to Rs. 1/ – each. In this connection, the Shareholder of the Company had passed the resolution at their extra ordinary general meeting held on 09th March, 2013.

6. Directors'' Responsibility Statement: –

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956, the Directors, to the best of their knowledge and belief, confrm that: –

a) In the preparation of the Annual Accounts, the applicable accounting standards have been followed and that there are no material departures from the same;

b) Appropriate accounting policies have been selected and applied consistently and such judgments & estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2013 and of the Proft / Loss of the Company for the accounting year ended on that date;

c) Proper & suffcient care has been taken 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 & detecting fraud and other irregularities; and

d) The annual accounts of the Company have been prepared on a going concern basis.

7. Auditors: –

The present Statutory Auditors of the Company, M/s. Bansal, Bansal & Co, Chartered Accountants, Mumbai, having frm registration number 100986W issued by the Institute of Chartered Accountants of India (ICAI), retire as Statutory Auditors at the conclusion of this Annual General Meeting. They are eligible for re-appointment and the Company has received a Certifcate from them that their re-appointment, if made, would be within the limits under Section 224 (1B) of the Companies Act, 1956 and that they are not disqualifed for such an appointment within the meaning of sub-sections (3) and (4) of Section 226 of the Companies Act, 1956. Their reappointment is recommended by the board.

8. Auditors'' Report: –

As regards Auditors remarks in the Audit report, comments of the Board of Directors are as under:

1) The company has sent letters to customers in respect of trade receivables for confrming balances outstanding as at March 31st, 2013, but in most of the cases the customers have not sent written confrmation confrming the balance outstanding as at March 31st,, 2013. In the absence of confrmation any provision to be made for adverse variation in the carrying amounts of trade receivables is not quantifed. The Board considers all outstanding balance of customers as on 31st March 2013 as good and recoverable and hence no provision has been made.

2) The company has recognized Deferred Tax Asset on account of unabsorbed losses and allowances during the year aggregating to Rs. 463.73 lacs (For year ended March 31st,, 2012 – NIL)( Total amount recognized upto March 31st,,2013 Rs. 463.72 lacs). This does not satisfy the virtual certainty test for recognition of deferred tax credit as laid down in Accounting Standard 22.

The Company had incurred huge operational loss during the year under review. In view of this the management had thought it appropriate not to make provision for deferred tax assets during the year.

3) As regards Auditors'' remarks in Annexure to their report under Item No. 1 (b) & 2 (a), with regard to physical verifcation report of fxed assets and inventories, the same are self explanatory;

BILPOWER LIM

4) As regards Auditors'' remarks in Annexure to their report under Item No. 7, with regard to report of internal audit, Company has in house internal audit system commensurate with the size and nature of its business and hence no formal audit report is available.

9. Cost Auditors:

The Ministry of Corporate Affairs (MCA) has introduced The Companies (Cost Accounting Records) Rules, 2011 published vide GSR 430(E) dated 03rd June, 2011, and Cost Audit order no. 52/26/CAB-2010 dated 24th January, 2012 which has become applicable to the Company with effect from the fnancial year 2011-12. Henceforth, the Company is required to maintain and keep cost records of all its units and branches. Further, the Company to which these rules apply would be required to submit a Compliance Report duly certifed by a Cost Accountant, along with the Annexure to the Central Government in prescribed Form. In view of the above, based on the recommendations of Audit Committee, the Board of Directors at its meeting held on 15th May, 2012, had appointed Mr. Jayant J. Paleja, a Practicing Cost Accountant, as Cost Accountant to issue the Compliance Certifcate for the fnancial year 2012-2013 and at the Board meeting held on 29th May, 2013, has approved his appointment for conducting cost audit of the Company for the fnancial year 2013-14. Necessary certifcate and consent letter from the said Auditor has been obtained to the effect that their appointment, if made, would be within the limits prescribed under Section 224(1B) of the Companies Act, 1956.

10. Tax Provisions: –

The Company has made adequate provisions as required under the provisions of Income Tax Act, 1961 as well as other relevant laws governing taxation on the company.

11. Fixed Deposits: –

During the year ended on 31st March 2013, the Company has not accepted any Fixed Deposit from public under Section 58A & 58AA of the Companies Act, 1956 read with the Companies (Acceptance of Deposits) Rules, 1975.

12. Corporate Governance: –

We adhere to the principal of Corporate Governance mandated by the Securities and Exchange Board of India (SEBI) and have implemented all the prescribed stipulations. As required by Clause 49 of the Listing Agreement, a detailed report on Corporate Governance forms part of this Report as Annexure II. The Auditors'' Certifcate on compliance with Corporate Governance requirements by the Company is attached with the Corporate Governance Report.

13. Management''s Discussion and Analysis Report: –

A detailed review of the operations, performance and future outlook of the Company and its businesses is given in the Management''s Discussion and Analysis Report, which forms part of this Report as Annexure – I.

14. Energy Conservation and Technology Absorption: –

The nature of business of the Company is such where electricity consumption comprises of internally DG set generated electricity as well as electricity made available by MSEDCL. Since it is not possible to bifurcate accurately between these two sources, the information required under Section 217(1) (e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in Report of the Board of Directors) Rules, 1988 with respect to conservation of Energy, Technology absorption is not given.

15. Foreign Exchange earnings and outgo:-

Your Company earned/spent foreign exchange as under during the year. Earnings : Rs. Nil

Outgo : Rs. 822.79 Lacs

16. Particulars of Employees:-

There are no employees covered under Section 217(2A).

17. Acknowledgement: –

The Board wishes to place on record its sincere appreciation for the assistance and co-operation received from Bankers, Government Departments and other Business Associates for their continued support towards the conduct of operations of the Company effciently.

The directors express their gratitude to the shareholders for their continuing confdence in the Company. The directors also acknowledge the hard work and persuasive efforts put in by the employees of the Company in carrying forward Company''s vision and mission.

On behalf of the Board of Directors,

For Bil Energy Systems Limited

Rajendra Kumar Choudhary

Managing Director

Mumbai, 29th May, 2013


Mar 31, 2012

Dear Members,

The Directors of your Company have pleasure in presenting third Annual Report together with the Audited Accounts and Auditors' Report for the year ended 31st March, 2012.

1. Financial Performance:-

The financial performance of the Company for the Year ended 31st March, 2012 is as summarized below:-

(Rs.In Lacs)

Particulars 2011-12 2010-2011

Gross Turnover & Other Income 10177.02 7025.70

Profit before Interest, Depreciation & Taxation 346.50 845.85

Less - Interest 798.33 430.30

Profit / (Loss) before Depreciation & Taxation (451.83) 415.55

Less - Depreciation 297.63 280.79

Profit / (Loss) before tax (749.46) 134.76

Less- Provision for Taxation (Incl. Deferred Tax) - 44.76

Net Profit / (Loss) for the year (749.46) 90.00

Add/ (less) - Balance brought forward from previous Year 87.93 (207)

Balance Carried to Balance Sheet (661.53) 87.93

2. Performance Review:-

For the year 2011-12, the Turnover of the Company increased and stood at 10136.64 Lakhs and Loss incurred was 749.46 Lakhs, which is mainly due to lower capacity utilization, falling margins and higher interest rates.

3. Directors:-

Mr. Suresh Kumar Choudhary and Mr. Naresh Kumar Choudhary, Directors, retire from the Board by rotation and being eligible have offered themselves for re-appointment at the ensuing Annual General Meeting. The Notice convening the Annual General Meeting includes the proposal for re-appointment of Directors. The Company has received notices in writing from members proposing the candidature of above directors.

Brief resumes of the above Directors, nature of their expertise in specific functional areas and names of the Public Limited companies in which they hold directorships and memberships / chairmanships of Committees of the Board and their shareholding in the Company, as stipulated under Clause 49 of the Listing Agreement are given in the Report on Corporate Governance forming part of the Annual Report.

4. Directors' Responsibility Statement:-

Pursuant to the requirement under Section 2I7(2AA) of the Companies Act, 1956, the Directors, to the best of their knowledge and belief, confirm that: -

a) In the preparation of the Annual Accounts, the applicable accounting standards have been followed and that there are no material departures from the same;

b) Appropriate accounting policies have been selected and applied consistently and such judgments & estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2012 and of the Profit / loss of the Company for the accounting year ended on that date;

c) Proper & sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing & detecting fraud and other irregularities; and

d) The annual accounts of the Company have been prepared on a going concern basis.

5. Auditors:-

The present Statutory Auditors of the Company, M/s. Bansal, Bansal & Co, Chartered Accountants, Mumbai, having firm registration number I00986W issued by the Institute of Chartered Accountants of India (ICAI), retire as Statutory Auditors at the conclusion of this Annual General Meeting. They are eligible for re-appointment and the Company has received a Certificate from them that their re-appointment, if made, would be within the limits under Section 224 (IB) of the Companies Act, 1956 and that they are not disqualified for such an appointment within the meaning of sub-sections (3) and (4) of Section 226 of the Companies Act, 1956. Their reappointment is recommended by the board.

6. Auditors' Report:-

As regards Auditors remarks in the Audit report, comments of the Board of Directors are as under:

a. As regards Auditors' remarks in Annexure to their report under Item No. I (b) & 2 (a), with regard to physical verification report of fixed assets and inventories, the same are self explanatory;

b. As regards Auditors' remarks in Annexure to their report under Item No. 7, with regard to report of internal audit, Internal Audit is sort of concurrent Internal Audit wherein Internal Auditor does not submit formal report.

7. Cost Auditors:

The Ministry of Corporate Affairs (MCA) has introduced The Companies (Cost Accounting Records) Rules, 2011 published vide GSR 430(E) dated 03rd June, 2011 which have become applicable to the Company with effect from the financial year 2011-12. Henceforth, the Company is required to maintain and keep cost records of all its units and branches. Further the Company to which these rules apply is required to submit a Compliance Report duly certified by a Cost Accountant, along with the Annexure to the Central Government in prescribed Form. In view of the above, based on the recommendations of Audit Committee, the Board of Directors at its meeting held on 13th February, 2012, has appointed Mr. Jayant J. Paleja, a Practicing Cost Accountant, as the Cost Auditor to issue Compliance Certificate for the financial year 2011-2012.

Further, in compliance with the Industry wise specific Cost Audit order no. 52/26/CAB-20I0 dated 24th January, 2012, which became applicable to the products manufactured by the company, Mr. Jayant J Paleja has been appointed as the cost Auditor to conduct cost audit for the financial year 2012-13 at Board meeting of the company held on 15th May, 2012.

8. Tax Provisions:-

The Company has made adequate provisions as required under the provisions of Income Tax Act, 1961 as well as other relevant laws governing taxation on the company.

9. Fixed Deposits:-

During the year ended on 31st March 2012, the Company has not accepted any Fixed Deposit from public under Section 58A & 58AA of the Companies Act, 1956 read with the Companies (Acceptance of Deposits) Rules, 1975.

10. Corporate Governance:-

We adhere to the principal of Corporate Governance mandated by the Securities and Exchange Board of India (SEBI) and have implemented all the prescribed stipulations. As required by Clause 49 of the Listing Agreement, a detailed report on Corporate Governance forms part of this Report as Annexure II. The Auditors' Certificate on compliance with Corporate Governance requirements by the Company is attached with the Corporate Governance Report.

11. Management's Discussion and Analysis Report:-

A detailed review of the operations, performance and future outlook of the Company and its businesses is given in the Management's Discussion and Analysis Report, which forms part of this Report as Annexure- I.

12. Energy Conservation and Technology Absorption:-

The nature of business of the Company is such where electricity consumption comprises of internally DG set generated electricity as well as electricity made available by MSEDCL. Since it is not possible to bifurcate accurately between these two sources, the information required under Section 217(1) (e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in Report of the Board of Directors) Rules, 1988 with respect to conservation of Energy, Technology absorption is not given.

13. Foreign Exchange earnings and outgo:-

Your Company earned/spent foreign exchange as under during the year.

Earnings : Rs. Nil

Outgo : Rs. 1162.31 Lacs

14. Particulars of Employees:-

There are no employees covered under Section 2I7(2A).

15. Acknowledgement:-

The Board wishes to place on record its sincere appreciation for the assistance and co-operation received from Bankers, Government Departments and other Business Associates for their continued support towards the conduct of operations of the Company efficiently.

The directors express their gratitude to the shareholders for their continuing confidence in the Company. The directors also acknowledge the hard work and persuasive efforts put in by the employees of the Company in carrying forward Company's vision and mission.

On behalf of the Board of Directors,

For Bil Energy Systems Limited

Rajendra Kumar Choudhary

Managing Director

Mumbai, 14th August, 2012


Mar 31, 2010

The Directors have pleasure in presenting their First Annual Report together with the Audited financial Accounts for the period ended 31st March 2010.

1. Financial Results:-

(Rs. in Lacs)

Particulars 2009-10

Gross Turnover & Other Income --

Loss before interest & Depreciation & Taxation 2.07

Less: Depreciation --

Less: Provision for Taxation --

Net Loss for the year 2.07

Loss available for appropriation 2.07

2. Dividend:-

Your Directors are constrained not to recommend any dividend for the year under report.

3. Directors Responsibility Statement:-

In compliance with Section 217 (2AA) of the Companies (Amendment) Act, 2000 the Directors state that

A. In the preparation of Annual Accounts, the Applicable Accounting Standards have been followed and proper explanations relating to Material discrepancies, if any have been furnished.

B. Accounting Policies have been selected and consistently applied and prudent judgments & estimates have been made so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2010 and the Profit & Loss Account of the Company for the Accounting period ended 31st March, 2010.

C. Proper & sufficient care is taken for maintenance of adequate Accounting records in accordance with the provision of the Act, so as to safeguard the assets of the Company and to prevent & detect fraud and other irregularities.

D. The Annual Accounts have been prepared on going concern basis.

4. Auditors:-

The First Auditors of the Company, M/s. Bansal, Bansal & Co, Chartered Accountants, Mumbai, retire as Statutory Auditors at the conclusion of this Annual General Meeting. They are eligible for re-appointment and the Company has received a Certificate from them that their re-appointment, if made, would be within the limits under Section 224 (1B) of the Companies Act, 1956 and that they are not disqualified for such an appointment within the meaning of sub-sections (3) and (4) of Section 226 of the Companies Act, 1956. Their reappointment is recommended by the board.

5. Auditors Report-

Remarks in the Auditors Report are self explanatory and therefore do not call for any further explanation under Section 217 (3) of the Companies Act, 1956.

6. Directors:-

Mr. Suresh Kumar Choudhary, Mr. Naresh Kumar Choudhary & Mr. Rajendra Kumar Choudhary, first Directors, retire by rotation and being eligible offer themselves for re-appointment at the ensuing Annual General Meeting.

The Company has received notices in writing from members proposing the candidature of above directors for the Office of Director liable to retire by rotation.

7. Energy Conservation, Technology Absorption And Foreign Exchange:-

The information required under section 217 (1) (e) of the Companies Act, 1956, read with the Companies (Disclosure of particulars in Report of the Board of Directors) Rules, 1988, with respect to conservation of Energy, Technology outgo is not applicable.

During the year under consideration, the Company spent/incurred foreign exchange equivalent to Rs. Nil. There is no foreign exchange earning during the year.

Other particulars required by the law to be given in Directors Report are either nil or not applicable.

On behalf of the Board of Directors, Bil Energy Systems Limited Mumbai, 14th May, 2010 Director

 
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