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Notes to Accounts of BS Ltd.

Mar 31, 2015

1. CONTINGENT LIABILITIES NOT PROVIDED FOR

(All Figures in Rs.)

As at As at 31.03.2015 31.03.2014

i) Bills Discounted with Banks 174,310,291 190,758,602

ii) Bank Guarantees given by Banks 2,190,998,109* 4,842,284,816

iii) Claims contested by the Company 500,000 500,000

iv) Corporate Guarantee Given to Banks on account of Subsidiaries 500,240,000** 301,404,500**

*BGs taken for Release of Advance Money, Retention Money and as security for procurement of Raw Material are not considered under Contingent Liabilities as the same are already grouped under Other Liabilities and Trade Payables.

**Corporate Guarantee of USD 8,000,000 (Previous Year 5,000,000) is offered to UCO Bank, Singapore and Habib Bank, Singapore for the limits granted to BS Global Resources Pvt. Ltd (100% Subsidiary of BS Limited). 1 USD = Rs. 62.53/- (Previous Year 1 USD = Rs. 60.2809)

2. MICRO, SMALL AND MEDIUM ENTERPRISES DEVELOPMENT ACT

The Company has not received intimation from vendors regarding their status under the Micro, Small and Medium Enterprises Development Act, 2006 and hence names of Micro, Small and Medium Enterprises to whom the Company owes any sum together with interest unpaid as on the date of Balance Sheet is not ascertainable.

The Company has issued Bonus Shares in the proportion of 1:1 on the ESOP allotted during the Current Financial year in accordance with the approval of Shareholders. EPS reported for the Year ended March 31, 2014 has been derived considering the increase in the number of Equity Shares on account of Bonus Shares issued in the Current Financial Year 2014-15 in accordance with the Disclosure Requirements as per Accounting Standard -20 on "Earning Per Share".

3. DEPRECIATION

In accordance with the provisions of Schedule II of the Act, in case of Fixed Assets which has completed their useful life as at April 01, 2014, the Carrying Value (Net of Residual Value) amounting to Rs. 2,640,832/- as a transitional provision has been recognized in the Retained Earnings.

Further, in case of Assets acquired prior to April 01, 2014, the Carrying Value of Assets (Net of Residual Value) is depreciated over the remaining useful life as determined effective April 01, 2014.

Depreciation expenses for the year would have been lower by Rs. 153,540,401/-, has the Company continued with the previous rates of Depreciation as prescribed under Schedule XIV to the Companies Act, 1956.

4. Balances relating to Debtors, Creditors, Loans and Advances are subject to reconciliation & confirmation.

5. During the Current Period the Company has made an Investment of Rs. 26,664,000/- in SPV for BOOM Project awarded by Rural Electrification Corporation Limited and Rs. 6,272,669 in BS Limited FZE Dubai (100% Subsidiary).

6. As per Section 135 of the Companies Act 2013, a Corporate Social Responsibility Committee has been formed by the Company and Rs. 17,220,000/- allocated for CSR Activities. The areas for CSR activities are eradication of Hunger and Malnutrition, Promoting education, Health Care and Rural Development Projects. These funds were primarily allocated to a corpus and yet to be utilized for the specified purposes.

7. Figures for the Previous Year have been rearranged/ regrouped / recast wherever necessary to conform to the Current Year presentation/ classification.

8. Figures are rounded of to the nearest rupee.


Mar 31, 2014

1. CONTINGENT LIABILITIES NOT PROVIDED FOR (Rs) 31.03.2014 31.03.2013

i) Bills Discounted with Banks 190,758,602 683,117,714

ii) Bank Guarantees given by Banks 4,842,284,816 3,162,098,824

iii) Claims contested by the Company 500,000 500,000

iv) Corporate Guarantee Given to Banks on account of Subsidiaries 301,404,500 135,887,500

Estimated Amount of Contracts remaining to be executed on Capital account NIL 54.355** and not provided for (net of advances)

*Corporate Guarantee of USD 5,000,000 (Previous Year 2,500,000) is offered to UCO Bank, Singapore for the limits granted to BS Global Resources Private Ltd (100% Subsidiary of BS Limited). 1 USD = Rs 60.2809/- (Previous Year 1 USD = Rs 54.355)

** BS Limited has subscribed to the Share Capital of BS International (Africa) Limited incorporated in Singapore amounting to 1 USD.

2. MICRO, SMALL AND MEDIUM ENTERPRISES DEVELOPMENT ACT

The Company has not received intimation from vendors regarding their status under the Micro, Small and Medium Enterprises Development Act, 2006 and hence names of Micro, Small and Medium Enterprises to whom the Company owes any sum together with interest unpaid as on the date of Balance Sheet is not ascertainable.

* The Board approved the payment of remuneration in the form of Commission to the Managing Director, Joint Managing Director and the Whole-time Director. The same was fixed at 1% of Net profit after Tax but before Director Commission or the remuneration already fixed whichever is lower.

3. RELATED PARTY DISCLOSURES:

I) List of Related parties with whom transactions have taken place and nature of Relationship:

i) Subsidiary : BS Global Resources Private Ltd

ii) Key management Personnel : Mr. Rakesh Agarwal : Mr. Mukesh Agarwal

iii) Relatives of Key : Mrs. Reema Agarwal Management Personnel : Mrs. Shalini Agarwal

: Mrs. Shakuntala Devi Agarwal

: Mr. Dilip Kumar Agarwal

iv) Concerns in which Key Management Personnel have : Shivaganga Infrastructures Ltd. substantial interest - significant interest entities : Agarwal Developers : I-Vantage India Pvt Ltd : I-Vantage Apac Pvt.Ltd.

* The Company has issued Bonus Shares in the proportion of 1:1 with the approval of Shareholders. EPS reported for the Year ended 31st March 2013 has been derived considering the increase in the number of Equity Shares on account of Bonus Shares issued on 3rd October 2013 in accordance with the disclosure requirements as per Accounting Standard -20 on " Earning Per Share

4. SEGMENT REPORTING

The Company is primarily engaged in the business of Engineering, Procurement and Construction business (EPC) and Trading of Mineral Resources.

5. Balances relating to Debtors, Creditors, Loans and Advances are subject to reconciliation & confirmation.

6. During the current period the Company has made an investment of Rs 79,992,000/- in SPV for BOOM Project awarded by Rural Electrifcation Corporation Limited. The Company has sold the investment in BS Enviro Solutions Limited an BS Infratel Limited at Face Value and there is no gain or loss in the transaction.

7. Statement of ESOP Vested and Exercised during the Current Financial Year.

8. Figures for the previous year have been rearranged/ regrouped / recast wherever necessary to conform to the current year presentation/ classifcation.

9. Figures are rounded off to the nearest rupee.


Mar 31, 2013

1. Long term Borrowings

a) Term Loans from Banks - Secured

Term Loans from Axis Bank, Punjab National Bank and Reliance Capital Limited are secured by:

- First equitable mortgage and charge (on Pari-passu basis) on all fixed assets, both present and future of the company situated at Survey No. 82, 83, 92 - 95 & 107, Athvelly Village, Medchal Mandal, R.R.Dist.

- First equitable mortgage and charge (on Pari-passu basis) on all fixed assets, both present and future of the company situated at Survey No. 41 & 42/AA, Majeedpally (NK) village, Toopran Mandal, Medak district, Andhra Pradesh

Term Loans from Axis Bank and Punjab National Bank & Reliance Capital Limited are further collaterally secured by:

- Second pari-passu charge on entire current assets of the company.

- Pledge of equity shares (42,35,100) of promoters holding as collateral security ranking pari-passu among Term lenders and WC consortium of banks

- Personal Guarantees of Shri Rajesh Agrawal (Managing Director), Shri Rakesh Agarwal (Joint Managing Director) and Shri Mukesh Agarwal (Whole time Director) of the company

Further above Term Loans from Axis Bank and Punjab National Bank are also collaterally secured by:

- Corporate Guarantee of i-Vantage India Private Ltd.

Corporate Loan from SBH is secured by:

- Pari-passu first charge on current assets of the Company along with other working capital bankers lender & is further collaterally secured by

- First pari passu charge on the fixed assets of the company along with the existing term lender

- Personal guarantees of Shri Rajesh Agrawal (Managing Director), Shri Rakesh Agarwal (Joint Managing Director) and Shri Mukesh Agarwal (Whole time Director) of the company

Note : The competent authority of bank (SBH) has permitted 4 months'' time line for perfection of charge, further the company''s request for diluting first charge stipulated on Fixed Assets of the company is under consideration.

Interest Rate is Ranging between 14% to 16% and repayable between 2013 and 2018

b) Term Loans from Financial Institutions - Secured

- Car Loan from HDFC Bank is secured by the underlying asset ( Car Make : Hyundai I 20)

- Car Loan is taken from Volswagen Finance Private Limited and the same is secured by the underlying asset. ( Car Make : Audi Q5)

- Car Loan is taken from Daimler Financial Services India Pvt Ltd and the same is secured by the underlying asset. ( Car Make : Mercedes Benz W221 )

- Car Loan from Kotak Mahindra Finance is secured by the underlying asset ( Car Make : Corolla Altis)

Interest Rate is Ranging between 10% to 12% and repayable between 2013 and 2015

c) Short Term Loan from IFCI Venture Capital Funds Limited is taken against - Unsecured:

- Pledge of equity shares of promoters holding to the extent of 772,400 shares..

- Personal Guarantees of Shri Rajesh Agarwal (Managing Director), Shri Rakesh Agarwal (Joint Managing Director) and Shri Mukesh Agarwal (Whole time Director) of the company

Interest Rate is Ranging between 14% to 16% and repayable between 2013 and 2018

2. Short Term Borrowings

Working Capital Loans - Secured

Working Capital loans from Syndicate Bank, Axis Bank, Punjab National Bank, State Bank of India, State Bank of Mysore ,State Bank of Hyderabad and State Bank of Travancore ,State Bank of Bikaner and Jaipur, and United Bank of India is under a working capital consortium with State Bank of India being the consortium Leader.

The working capital loans are secured by first exclusive charge on stocks, receivables, spares, consumables and other current assets of the Company, present and future. Collateral security of equitable mortage of property situated at Plot No. 42 (part) in Survey No. 258/1 & 259 situated at Jeedimetla Industrial Area, Shapurnagar, RR District, AP admeasuring appx 22,439.26 sq. yrds in the name of Agarwal Developers and equitable mortage of open agriculture land admeasuring Ac. 3.10 gnts in survey situated at Survey No.119, 120, 121, 122 & 124 Athvelly Village, Medchal Mandal, Ranga Reddy District belonging to M/s BS Limited (Formerly Known as B S Transcomm Ltd ) and Mr. Mukesh Agarwal and Residential Flat No: 103, 2nd Floor Block "D", Trendset Valley View Apartments at Banjara Hills Road Number 6 Hyderabad in the name of Mr Rakesh Agarwal & Mr Mukesh Agarwal. The above loans are further secured by Pari passu second charge on the entire fixed assets of our Company, both present and future.

All Working Capital Loans are further secured by:

- Pledge of equity shares (42,35,100) of promoters holding as collateral security ranking paripassu among Term lenders and WC consortium of banks

- Pledge of equity shares (14,79,146) of promoters holding as additional collateral security

- Corporate guarantee of i-Vantage India Private Ltd and Agarwal Developers

- Personal guarantees of Shri Rajesh Agrawal (Managing Director), Shri Rakesh Agarwal (Joint Managing Director) and Shri Mukesh Agarwal (Whole time Director) of the company

- Land admeasuring 3.10 gnts situated at Sy. 119,120,121,122 & 124 at village Athvelly Interest Rate is Ranging between 10% to 12% and repayable on demand

3. Contingent Liabilities not provided for

As at 31.03.2013 As at 31.03.20112 Particulars (Rs.) (Rs.)

i) Bills Discounted with banks 68,31,17,714 1,26,36,10,720

ii) Bank Guarantees given by Banks 3,16,20,98,824 2,11,70,60,818

iii) Claims contested by the company 5,00,000 5,00,000

iv) Corporate Guarantee Given to Banks on account of subsidiaries 13,58,87,500* NIL

v) Claims by Sales Tax Authorities - contested by the company NIL 33,891,667

Estimated amount of Contracts remaining to be executed 54.355** 2,25,59,000

on Capital account and not provided for (net of advances

Corporate Guarantee of USD 25,00,000 is offered to UCO Bank, Singapore for the limits granted to BS Global Resources Pte Ltd (100% Subsidiary of BS Limited). (1 USD = Rs. 54.355/-)

** BS Limited has subscribed to the Share Capital of BS International ( Africa) Limited incorporated in Singapore amounting to 1 USD.

4. Micro, Small and Medium Enterprises Development Act

The Company has not received intimation from vendors regarding their status under the Micro, Small and Medium Enterprises Development Act, 2006 and hence names of Micro, Small and Medium Enterprises to whom the company owes any sum together with interest unpaid as on the date of balance sheet is not ascertainable.

5. Related Party Disclosures:

I) List of Related parties with whom transactions have taken place and nature of relationship:

i) Subsidiary : BS Infratel Ltd

: BS Global Resources Pte Ltd

: BS Enviro Solutions Limited

ii) Key management personnel : Mr. Rajesh Agarwal

: Mr. Rakesh Agarwal

: Mr. Mukesh Agarwal

iii) Relatives of Key Management Personnel : Mrs. Reema Agarwal

: Mrs. Rakhee Agarwal

: Mrs. Shalini Agarwal

: Mrs. Shakuntala Devi Agarwal

: Mr. Dilip Kumar Agarwal

iv) Concerns in which Key Management Personnel have substantial interest : Shivganga Infrastructures Ltd.

(significant interest entities) : Agarwal Developers

: I-Vantage India Pvt. Ltd

: I-Vantage Apac Pvt. Ltd.

6. Balances relating to Debtors, Creditors, Loans and Advances are subject to reconciliation & confirmation.

7. During the current period the Company has made an investment of Rs. 4,49,950/- in BS Enviro Solutions acquiring 90% of its equity and made further investment of Rs. 12,68,25,000 in BS Global Resources Pte. Ltd. and Rs. 9,02,07,080/- in SPV for BOOM Project awarded by Rural Electrification Corporation.

8. Provision for Income Tax is inclusive of Rs. 3,50,00,000/- towards provision made for earlier year based on the Assessment Orders received from Income Tax Department. Due to the same the profit after tax for the current financial year is understated to that extent.

9. Figures for the previous year have been rearranged/ regrouped / recast wherever necessary to conform to the current year presentation/ classification.

10. Figures are rounded off to the nearest rupee.


Mar 31, 2012

1. Long term Borrowings

a) Term Loans from Banks - Secured

Term Loans from IDBI Bank, Axis Bank and Punjab National Bank are secured by:

- first equitable mortgage and charge on all fixed assets, both present and future of the company situated at Survey No. 82,83, 92 - 95 & 107, Athvelly Village, Medchal Mandal, R.R.Dist.

- first equitable mortgage and charge on all fixed assets, both present and future of the company situated at Suvrey No. 41, Majidpally Village, Toopran Mandal, Medak District. Andhra.

- further secured by second paripassu charge on entire current assets of the company.

Term Loans from IDBI Bank, Axis Bank and Punjab National Bank are further secured by:

- 30% pledge of equity shares of promoters holding as collateral security ranking paripasu among Term lenders and WC consortium of banks.

- Corporate guarantee of i-Vantage India Private Ltd and Agarwal Developers.

- Personal guarantees of Shri Rajesh Agrawal (Managing Director), Shri Rakesh Agarwal (Joint Managing Director) and Shri Mukesh Agarwal (Whole time Director) of the company.

b) Term Loans from Financial Institutions - Secured

- Car Loan from HDFC Bank is secured by the underlying asset.

- Car Loan is taken from Volswagen Finance Private Limited and the same is secured by the underlying asset.

Short Term Loan taken from IFCI Venture Capital Funds Limited is secured by :

- Pledge of equity shares of promoters holding for a cover of 0.5 times of the loan amount.

First Mortgage of immovable properties of M/s Shivganga Infrastructures Pvt Ltd

O Personal guarantees of Shri Rajesh Agrawal (Managing Director), Shri Rakesh Agarwal (Joint Managing Director) and Shri Mukesh Agarwal (Whole time Director) of the company

2. Short Term Borrowings

Working Capital Loans - Secured

Working Capital loans from Syndicate Bank, Axis Bank, Punjab National Bank, State Bank of India, State Bank of Mysore ,State Bank of Hyderabad and State Bank of Travancore is under a working capital consortium with State Bank of India being the consortium Leader.

The working capital loans are secured by first exclusive charge on stocks, receivables, spares, consumables and other current assets of the Company, present and future. Collateral security of equitable mortage of property situated at Plot No. 42 (part) in Survey No. 258/1 & 259 situated at Jeedimetla Industrial Area, Shapurnagar, RR District, AP admeasuring appx 22,439.26 sq. yrds in the name of Agarwal Developers and equitable mortage of open agriculture land admeasuring Ac. 3.10 gnts in survey situated at Survey No.119, 120, 121, 122 & 124 Athvelly Village, Medchal Mandal, Ranga Reddy District belonging to M/s BS TransComm Ltd and Mr. Mukesh Agarwal and Residential Flat No: 103, 2nd Floor Block "D", Trendset Valley View Apartments at Banjara Hills, Road Number 6, Hyderabad in the name of Mr Rakesh Agarwal & Mr Mukesh Agarwal. The above loans are further secured by Pari passu second charge on the entire fixed assets of our Company, both present and future.

All Working Capital Loans are further secured by:

- 30% pledge of equity shares of promoters holding as collateral security ranking paripasu among Term lenders and WC consortium of banks

Exclusive 10.48% pledge of shares of the Promoters holding as collateral security ranking paripasu

- Corporate guarantee of i-Vantage India Private Ltd and Agarwal Developers

- Personal guarantees of Shri Rajesh Agrawal (Managing Director), Shri Rakesh Agarwal (Joint Managing Director) and Shri Mukesh Agarwal (Whole time Director) of the company.

3. Contingent Liabilities not provided for

As at 31.03. 2012 As at 31. 03.2011

Particulars (Rs.) (Rs.)

i) Bills Discounted with banks 1,26,36,10,720 68,95,38,265

ii) Bank Guarantees given by Banks 2,11,70,60,81 1,22,99,22,189

iii) Claims contested by the company 5,00,000 5,00,000

iv) Claims by Customs & Income Tax NIL NIL

v) Claims by Sales Tax Authorities -contested by the company 33,891,667 3,38,91,667

Estimated amount of Contracts remaining to be executed on Capital account and not provided for 35,23,538 2,25,59,000 (net of advances)

4. Balances relating to Debtors, Creditors, Loans and Advances are subject to reconciliation & confirmation.

5. During the year the Company has made an investment of Rs. 13,86,44,429 in BS Global Resouces Pte Ltd acquiring 100% of its equity and made further investment of Rs 68,32,650/- in SPV for BOOM Project awarded by Rural Electrification Corporation.

During the year the company had sold its investments held in Sugan Automatics Private Limited for an amount of Rs. 3,03,42,017 due to this Sugan Automatics Private Limited is ceased to be an subsidiary of BS Transcomm Limited.

6. Figures for the previous year have been rearranged/ regrouped / recast wherever necessary to conform to the current year presentation/ classification.

 
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