www.bgrcorp.com
The Ploceidae, small passerine birds also known as weaver
finches, get their name because of their elaborately woven
nests (the most elaborate of any birds'). The nests vary in
size, shape, material used, and construction techniques. The
entire construction involves immaculate attention to detail
and turnkey execution.
BGR ENERGY SYSTEMS LIMITED
th
29 ANNUAL REPORT 2014-15
BGR ENERGY SYSTEMS LIMITED
Registered Office
A-5, Pannamgadu Industrial Estate, Ramapuram Post,
Sullurpet Taluk, Nellore District, Andhra Pradesh - 524401
443, Anna Salai, Teynampet, Chennai - 600018 India
Corporate Office
Phone : 91 44 24301000 | Fax : 91 44 24364656
Email : investors@bgrenergy.com
Website : www.bgrcorp.com
BGR ENERGY SYSTEMS LIMITED
Registered Office
A-5, Pannamgadu Industrial Estate, Ramapuram Post,
Sullurpet Taluk, Nellore District, Andhra Pradesh - 524401
443, Anna Salai, Teynampet, Chennai - 600018 India
Corporate Office
Phone : 91 44 24301000 | Fax : 91 44 24364656
Email : investors@bgrenergy.com
Website : www.bgrcorp.com
BGR ENERGY SYSTEMS LIMITED
Registered Office
A-5, Pannamgadu Industrial Estate, Ramapuram Post,
Sullurpet Taluk, Nellore District, Andhra Pradesh - 524401
443, Anna Salai, Teynampet, Chennai - 600018 India
Corporate Office
Phone : 91 44 24301000 | Fax : 91 44 24364656
Email : investors@bgrenergy.com
Website : www.bgrcorp.com
Printed at Chennai Micro Print Ph: 23740099
www.bgrcorp.com
The Ploceidae, small passerine birds also known as weaver
finches, get their name because of their elaborately woven
nests (the most elaborate of any birds'). The nests vary in
size, shape, material used, and construction techniques. The
entire construction involves immaculate attention to detail
and turnkey execution.
BGR ENERGY SYSTEMS LIMITED
th
29 ANNUAL REPORT 2014-15
www.bgrcorp.com
The Ploceidae, small passerine birds also known as weaver
finches, get their name because of their elaborately woven
nests (the most elaborate of any birds'). The nests vary in
size, shape, material used, and construction techniques. The
entire construction involves immaculate attention to detail
and turnkey execution.
BGR ENERGY SYSTEMS LIMITED
th
29 ANNUAL REPORT 2014-15
TRN 2 x 300 MW TPP
Nawapara, Chhattisgarh
lube oil flushing started
TPCIL 2x660 MW
Krishnapatnam , Andhra Pradesh
Unit 1 COD completed
OPGCL 2x660 MW
Banaharpalli SSTP, Odisha
STG foundation completed
RRVUNL 2x600 MW TPP Kalisindh,
Rajasthan. Unit # 2 Synchronized
Electrical Projects Division
commissioned the 220kV
Substation at Hospet, Karnataka
MAHAGENCO 2x500 STPS
Chandrapur, Maharastra
attained full load operation
under coal firing
Environmental Engineering Division
manufactured and supplied
largest Deaerator to NPCIL for
2x700MW Kakrapara Atomic Power
Plant, Gujarat
RRVUNL 2x600 MW TPP Kalisindh,
Rajasthan. Unit # 2 Synchronized
Electrical Projects Division
commissioned the 220kV
Substation at Hospet, Karnataka
MAHAGENCO 2x500 STPS
Chandrapur, Maharastra
attained full load operation
under coal firing
Environmental Engineering Division
manufactured and supplied
largest Deaerator to NPCIL for
2x700MW Kakrapara Atomic Power
Plant, Gujarat
29
th
Annual Report 2014-15
TRN 2 x 300 MW TPP
Nawapara, Chhattisgarh
lube oil flushing started
TPCIL 2x660 MW
Krishnapatnam , Andhra Pradesh
Unit 1 COD completed
OPGCL 2x660 MW
Banaharpalli SSTP, Odisha
STG foundation completed
29
th
Annual Report 2014-15
129
th
Annual Report 2014-15
Contents
Financial Highlights 2
Corporate Information 3
Directors’ Report and Annexures 4
STANDALONE FINANCIAL STATEMENTS
Auditors’ Report 40
Balance Sheet 44
Statement of Profit & Loss 45
Cash flow statement 46
Notes to Financial Statements 47
CONSOLIDATED FINANCIAL STATEMENTS
Auditors’ Report 72
Balance Sheet 74
Statement of Profit & Loss 75
Cash flow statement 76
Notes to Financial Statements 77
Financial Information of Subsidiaries 99
2 29
th
Annual Report 2014-15
(` in Crore exept per Share data)
DESCRIPTION 2010-11 2011-12 2012-13 2013-14 2014-15
SALES AND EARNINGS
Sales 4750.29 3447.05 3107.17 3295.60 3365.00
Other Income 19.12 5.26 5.44 .50 1.50
EBIDTA 540.17 473.10 433.34 393.18 308.90
PAT 324.20 223.52 163.67 109.95 42.15
ASSETS
Fixed Assets 175.39 198.41 210.28 198.05 182.72
Investments 136.80 235.85 363.71 363.61 363.61
Other Asset (Net) 2285.56 2849.78 3284.17 3272.11 3256.31
Total Assets 2597.75 3284.04 3858.16 3833.77 3802.64
FUNDED BY
Equity Share Capital 72.16 72.16 72.16 72.16 72.16
Reserves & Surplus 877.60 1042.41 1147.38 1231.61 1272.13
Networth 949.76 1114.57 1219.54 1303.77 1344.29
Deferred Taxes 311.68 401.35 424.28 510.66 346.72
Borrowings 1336.31 1768.12 2214.34 2019.34 2111.63
Total Liabilities 2597.75 3284.04 3858.16 3833.77 3802.64
EPS (`) 44.97 30.98 22.68 15.24 5.84
Dividend per equity share (`) 10.00 7.00 7.00 3.00 -
Financial Highlights
29
th
Annual Report 2014-15
2010-11 2011-12 2012-13 2013-14 2014-15
DESCRIPTION
SALES AND EARNINGS
Sales 4750.29 3447.05 3107.17 3295.60 3365.00
5.26 5.44 0.50
Other Income
19.12 1.50
EBIDT
A
540.17 473.10 433.34 393.18 308.90
ASSETS
Fixed Assets 175.39 198.41 210.28 198.05 182.72
Investments 136.80 235.85 363.71 363.61 363.71
Other Asset (Net) 2285.56 2849.78 3284.17 3272.11 3256.31
Total Assets 2597.75 3284.04 3858.16 3833.77 3802.64
FUNDED BY
72.16 72.16 72.16 72.16
Equity Share Capital
72.16
Reserves & Surplus 877.60 1042.41 1147.38 1231.61 1272.13
1115.00
1304.00
Networth
950.00
1220.00
1344.00
Deferred Taxe
s 311.68 401.35 424.28 510.66 346.72
Borrowings 1336.31 1768.12 2214.34 2019.34 2111.63
Total Liabilities 2597.75 3284.04 3858.16 3833.77 3802.64
EPS (`)
44.97 30.98 22.68 15.24 5.84
Dividend per equity share (`
)
10.00 7.00 7.00 3.00 -
Financial Highlights
( ` in crores except per share data )
3107.17
3447.50
4750.29
2010-11 2011-12 2012-13 2013-14 2014-15
3295.20
3265.00
308.90
393.18
443.34
473.10
540.17
2010-11 2011-12 2012-13 2013-14 2014-15
1344
1304
1220
1115
950
2010-11 2011-12 2012-13 2013-14 2014-15
324.20
2010-11 2011-12 2012-13 2013-14 2014-15
223.52
163.67
109.95
42.15
SALES (` in Crores)
PAT (` in Crores)
EBIDTA (` in Crores)
NETWORTH (` in Crores)
329
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Annual Report 2014-15
Corporate Information
BOARD OF DIRECTORS
Sasikala Raghupathy
Chairman
A. Swaminathan
Joint Managing Director & CEO
V.R. Mahadevan
Joint Managing Director
Swarnamugi Karthik
Director – Corporate Strategy
M.Gopalakrishna
Director
S.A.Bohra
Director
S R Tagat
Director
M. S. Sundara Rajan
Director
Gnana Rajasekaran
Director
Heinrich Bohmer
Director
COMPANY SECRETARY
R. Ramesh Kumar
CHIEF FINANCIAL OFFICER
P. R. Easwar Kumar
STATUTORY AUDITORS
Manohar Chowdhry & Associates
Chartered Accountants,
No. 27, Subramanian Street
Abhiramapuram
Chennai 600 018
INTERNAL AUDITORS
J V Associates
V Krishnan & Co.
Ramachandran & Murali
Venkatesh & Co
A. John Moris & Co,
BANKERS
State Bank of India
State Bank of Hyderabad
State Bank of Travancore
State Bank of Patiala
State Bank of Bikaner & Jaipur
State Bank of Mysore
IDBI Bank Limited
Indian Bank
Corporation Bank
Punjab National Bank
Bank of India
Axis Bank
The Karur Vysya Bank Limited
Vijaya Bank
Indian Overseas Bank
Central Bank of India
Allahabad Bank
Syndicate Bank
Andhra Bank
Kotak Mahindra Bank Ltd
(Formerly ING Vysya Bank Limited)
Export- Import Bank of India
ICICI Bank Limited
Union Bank of India
Dena Bank
REGISTERED OFFICE
A-5, Pannamgadu Industrial Estate,
Ramapuram Post, Sullurpet Taluk
Nellore District,
Andhra Pradesh – 524 401
CIN : L40106AP1985PLC005318
CORPORATE OFFICE
443,Anna Salai, Teynampet
Chennai 600018 India
REGIONAL OFFICES
New Delhi
Plot No.1, Sector - 16A, Film City
Noida 201 301, Uttar Pradesh
Mumbai
401,Hitech town Centre, IV Floor,
90 S.V. Road, Khar (West),
Next to Khar RTO
Mumbai 400052
Hyderabad
Plot No. 44, Sagar Society
Road No.2, Banjara Hills
Hyderabad 500034
Website
www.bgrcorp.com
REGISTRAR & SHARE
TRANSFER AGENT
Link Intime India Private Limited
C-13, Pannalal Silk Mills
Compound,
L.B.S. Marg, Bhandup (W)
Mumbai 400078
4 29
th
Annual Report 2014-15
Directors’ Report
To the Members of
BGR ENERGY SYSTEMS LIMITED
Your directors have pleasure in presenting
their 29th Annual Report together with the
audited financial statements for the year
ended March 31, 2015.
FINANCIAL RESULTS
The highlights of the financial performance of
the Company during the financial year ended
March 31, 2015 as compared with the
previous financial year ended March 31, 2014
are summarized below:
(` Crore)
Description 2014-15 2013-14
Income from
operations 3365 3295
Other income 1.50 0.50
Total Income 3367 3296
Earnings
before Interest,
Depreciation, Tax
and Amortization 310 393
Profit before tax 79 192
Tax Expense 37 82
Net Profit 42 110
Amount available
for appropriation 42 110
Less:
a) Dividend - 22
b) Tax on dividend - 04
c) Transfer to
general reserve 4 11
Balance carried to
Balance Sheet 38 73
DIVIDEND AND APPROPRIATION
Your Board of Directors in order to shore up
net worth and retained funds have not
recommended dividend for the FY 2014-15.
Your directors wish to carry an amount of ` 38
crores to the Balance Sheet after appropriation
of ` 4 crores to general reserve.
OPERATING PERFORMANCE
During the year, the Company has successfully
commissioned the 1 x 600 MW Mettur thermal
power plant in Tamil Nadu. The plant has
achieved commercial operation and was
handed over to the client TANGEDCO for
regular commercial operations. Another
major milestone for the Company was the
successful achievement of commercial
operation date for Unit 1 of the 2x660 MW
Krishnapatnam Project, which was the first
Super Critical BoP project undertaken by the
Company. Your Company has achieved
commercial operation date (COD) for Unit 1
of the 2 x 600 MW EPC Kalisindh Project and
the Unit is currently under commercial
operation by the client, RRVUNL.
Air Fin Cooler (“AFC”) division has achieved
a record growth of turnover in the backdrop
of tough market conditions. The division has
maintained its market leadership in India with
significant orders from Reliance and BPCL.
The division is expected to reach the position
of a dominant player in international market in
the foreseeable future. The Company now
lays thrust on high value orders and higher
grade of materials of construction.
Investments have been made in manpower
as well as manufacturing capability and
quality systems so that AFC is competent for
bigger growth in international markets.
In the year 2014-15, Electrical Project Division
(“EPD”) has secured despite a competitive
environment, 4 Sub-station project contracts
from TANTRANSCO. These projects cover
installation of EHV switchyard of 63 bays with
2740 MVA of transformation capacity. EPD
made substantial completion of supplies for
the first unit of Nuclear Power Project of
Kakrapar(KAPP) in Gujarat.
Environmental Engineering Division (“EED”)
has bagged order for supply of Deaerators
for 2 x 660 MW for super critical project at
Malwa. During the year under review the
division manufactured and supplied 13
numbers of Deaerators which includes super
critical and nuclear power stations. The
division has successfully executed
first large size desalination plant with a
capacity of 13.5 Millions of Liters per
Day(MLD) in a record time of seven months.
The division successfully commissioned
two water treatment plants during the year
under review.
Oil & Gas Equipment division (“OGED”) has
signed a co-operation agreement for
technical support with AMR Process, Canada.
This tie-up, is expected to enable the division
to widen its potential.
INDUSTRY ANALYSIS - POWER
The policy initiatives of the Union Government
are expected to facilitate resurgence of the
power sector’s value chain as a whole in the
next 5 years, especially in the backdrop of the
action plan towards coal production target to
1 Billion MT and 24 x 7 power in the entire
country.
Despite the positive indicators of the power
sector, the investment climate in power sector
in the current year remains bearish. Fuel
security issues, funding issues, dire financial
situation of many State Discoms, lesser
participation of IPPs in the market due to
macro issues pose as road blocks to the
power industry. The GDP growth at just over
6%, low per capita electricity consumption,
downward spiraling prices of crude in the last
3 quarters would augur well for development
of the economy.
With fewer projects getting off the ground, the
problem of too few for too many players has
arisen and this unfavourable situation forced
all players into fierce competition. Investments
in the Power and Infrastructure Sector have
slowed down to a great extent, except Central/
State Utilities such as NTPC, Department of
Atomic Energy, resulting in extreme pressure
on prices. The situation is expected to
improve when investments in major
infrastructure projects take-off in the coming
years.
FUTURE OUTLOOK
India’s demand for Electricity is expected to
take a sharp leap upwards with “Make in
India” programme of the Government of India
gaining momentum. Your Company
envisages opportunities for EPC/BoP projects
for combined capacity of around 30,000 MW
over the next 3 years. Your Company is well
placed to secure a significant market share in
these prospects. The completion of first and
second stage of coal mines allotment through
e-auction to both the Power and Industry
Sectors likely to give impetus to many
projects which were at planning stage to
move forward with implementation of projects.
The water market especially on the municipal
and urban sector are growing at an
exponential pace and since water is fast
529
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Annual Report 2014-15
becoming a scarce commodity, the business
to treat waste water is gaining critical
importance. Having gained the requisite
experience in primary and secondary
treatment of water, your Company now
making efforts to leap into the waste water
treatment business in a big way by associating
with international leaders in respective field of
specialization. Central power PSUs viz.,
NTPC and NLC and several State Gencos are
now moving towards BTG and BoP method
of contracting. Your Company will continue to
leverage its capability and value proposition
in BoP contracting and will extend this
proposition to all customers who are following
the BoP contractual methodology.
India is also set to triple its Nuclear Power
Project generation capacity in the next
decade. Prospects for capacity addition of
2800 MW are on the horizon and scope of
work for Balance of Plant (BoP) and
construction are likely to be available. Nuclear
Power Projects for capacity addition of
3400 MW have witnessed the initial ground-
breaking ceremonies and civil works are now
being awarded. The tendering processes for
downstream activities are slated to commence
in FY 2015-16 for 3400 MW. This provides
another opportunity for EPD given its proven
credentials in this segment.
Considering the slowdown in the Indian
power sector, the Company has identified
Bangladesh, Indonesia and Africa as potential
markets and is now bidding for contracts.
Your Company will utilize the next 12-18
months to augment and address international
markets for Oil & Gas for supply of gas
processing equipment & systems, EPC
power projects in South East Asia, Middle
East and CIS countries. Your company has
given thrust to high “Health, Safety and
Environment” Standards, high quality,
superior engineering so as to sustain the
confidence of international clients. AFC and
OGED are focusing on domestic and
international markets with emphasize on
Middle East, East Europe and South East
Asia and to achieve greater penetration
forging alliances for technical and sales
support services.
Your Company’s in depth expertise in
engineering of complex power projects gives
confidence to undertake projects in water, oil
& gas, nuclear power, transmission and
distribution, desalination projects, sewage
treatment plants and infrastructure projects.
PROGRESS AND STATUS OF
JOINT VENTURES
BGR Boilers Private Limited and BGR
Turbines Company Private Limited
These joint venture companies with Hitachi
were set up in 2010 to carry on the business
of design, engineering and manufacture of
supercritical steam generators (SG) and
supercritical steam turbine and generators
(STG) of 660 MW, 800 MW and 1000 MW
capacity. During the year under review, these
JV companies have not witnessed significant
progress in setting up of manufacturing
facilities. Until the previous year, these
companies have acquired substantial private
lands required for manufacturing facilities
and also made significant progress towards
purchase of capital equipment.
On February 1, 2014 the global integration of
thermal power businesses of Mitsubishi
Heavy Industries Limited (MHI) and Hitachi,
Ltd. (HL) through a joint venture viz.,
Mitsubishi Hitachi Power Systems Limited
(MHPS) was brought into effect. In the light of
this global integration, Hitachi, Ltd. and
Hitachi Power Europe GmbH (HPE) have
ceased to be Qualified Manufacturers (QM)
of steam turbine and generators and steam
generators respectively. This, as a
consequence, has impacted setting up of
manufacturing facilities and carrying on future
business.
These developments had also impacted the
on-going contracts for supply of SG and
STG to NTPC and DVC. NTPC sought to
address and remedy certain issues through
Novation Agreement whereby MHPS and
MHPSE would substitute themselves as
technical collaborator, joint venture partner /
equity shareholder in these joint venture
companies.
Your company asserted its contractual rights
under various joint venture contract
documents and also initiated certain legal
action. Your company also engaged in
bilateral negotiations with Hitachi and trilateral
discussions with Hitachi and NTPC to find fair
and acceptable settlement of contractual
issues arose on account of aforesaid global
integration.
These efforts remain inconclusive and your
company believes that circumstances exist
for a way forward.
Performance and financial position of each
subsidiary, JVs
A report on the performance and financial
position of each of the subsidiaries and joint
venture as per rule 5 of the Companies
(Accounts) Rules, 2014 is provided as
annexure to the consolidated financial
statement and hence not repeated here for
the sake of brevity. These information so
disclosed may also be treated for the purpose
of rule 8(1) of the Companies (Accounts)
Rules, 2014.
CONSOLIDATED FINANCIAL
STATEMENT
The Consolidated Financial Statements of the
Company prepared in accordance with
relevant Accounting Standards (AS-21 and
AS-27) issued by the Institute of Chartered
Accountants of India form part of this Annual
Report.
As required under Section 129 of the
Companies Act, 2013 a separate statement
containing the salient features of the financial
statement of subsidiaries is attached along
with the financial statement.
In terms of Section 136 of the Companies Act,
2013 the Company has placed on its website
the standalone and consolidated financial
statements and the separate audited and
unaudited accounts of all subsidiary
companies as the case may be and the
Company will provide a copy of separate
audited financial statements in respect of
each of its subsidiary, to any shareholder of
the company who asks for it.
BOARD OF DIRECTORS AND KEY
MANAGERIAL PERSONNEL
Mr.K.Chandrashekhar, Director - Projects
resigned and he was relieved from the
services of the Company effective May 31,
2014. In accordance with the provisions of
Companies Act, 2013 Mr. V.R.Mahadevan,
Director retires by rotation and being eligible
offers himself for reappointment. A brief
profile of Mr.V.R.Mahadevan is given in the
notice convening the 29th annual general
meeting of the Company.
All Independent Directors have given
declarations that they meet the criteria of
Directors’ Report
6 29
th
Annual Report 2014-15
independence as laid down under Section
149(6) of the Companies Act, 2013 and
Clause 49 of the listing agreement.
At the Board Meeting held on May 30, 2014
Mr.R.Ramesh Kumar, President – Corporate
& Secretary and Mr.P.R.Easwar Kumar, Chief
Financial Officer were appointed and
designated as “Key Managerial Personnel” of
the Company pursuant to Section 203 of the
Companies Act, 2013.
MEETINGS OF BOARD
During the year 4 Board meetings and 4 Audit
Committee meetings were convened and
held, the details of which are given in the
Corporate Governance Report. The
intervening gap between any two meetings
was within the period prescribed under the
Companies Act, 2013.
ANNUAL EVALUATION OF BOARD
Pursuant to the provisions of the Companies
Act, 2013 and Clause 49 of the listing
agreement, the Board has carried out an
annual evaluation of its own performance,
individual directors separately as well as the
evaluation of the working of its Audit
Committee, Committee of Directors,
Stakeholders Relationship Committee and
Nomination and Remuneration Committee. A
robust review system was adopted by the
Nomination and Remuneration Committee
covering various aspects of the functioning of
the Board and every Director for evaluation of
performance.
AUDIT COMMITTEE
The Audit Committee of the Board comprises
of four directors of which three members are
independent directors and all the members
of Audit Committee are financially literate.
More details of the Audit Committee are
provided in the Corporate Governance
Report.
SHARE CAPITAL
The paid-up equity share capital of the
Company as on March 31, 2015 was
` 72.16 Crores. During the year under review,
the Company has not issued shares with
differential voting rights nor granted stock
options nor sweat equity.
TRANSFER TO INVESTOR
EDUCATION AND PROTECTION FUND
In compliance with Section 205(C) of the
Companies Act, 1956 a sum of ` 9,60,140/-
being the unclaimed refund amount of
balance application money in respect of the
issue of equity shares in the initial public offer
(IPO) of the Company made in the year 2007
was transferred to the Investor Education and
Protection Fund of the Central Government in
January 2015 after giving sufficient notice to
the concerned shareholders.
Dividend which remains unclaimed out of the
dividend declared by the Company for the
financial year ended March 31, 2008 at the
Annual General Meeting held on September
19, 2008 will be transferred to the Investor
Education and Protection Fund of the Central
Government in October 2015 pursuant to the
provisions of Section 205A of the Companies
Act, 1956. Thereafter no claim shall lie on
these dividend from the shareholders.
HUMAN RESOURCES
Your Company has always had a strong
conviction that the human capital is the
pivotal force behind organization’s success
and therefore, has considered people
development to be a vital need. The learning
and development initiatives continued to
receive importance. Accordingly, training
programs based on development needs
identified through competency gap analysis
were designed and organised. In all, 150
programmes were organised and 1986
participants attended these programmes.
The Human resources function has been
actively engaged in being a strategic partner
of business. The people processes play a key
role in ensuring that the Company remains a
vibrant organization. As a step forward
towards institutionalization of contemporary
people processes, a HR study was undertaken
facilitated by renowned external HR
Consultants. With a view to ensure
participative approach, the consultants had
interacted with a number of employees in
order to elicit their views and expectations.
Consequently, the areas of improvements
were identified and brainstormed by three
Task forces consisting of employees from
various divisions / functions and levels. Based
on their recommendations, a number of new
Employee Engagement initiatives have been
introduced in the areas of improving work-life
balance, creating better living conditions at
project sites, launch of interactive Intranet
portal, organizing sports and cultural events.
These initiatives have been received well by
the employees and have gone a long way to
boost the morale of the employees and many
more such initiatives are at works. Industrial
Relations at various project sites and
manufacturing units were cordial through the
year.
Your Company is committed to permeating
performance driven culture and towards this
objective, it is imperative that employees are
distinguished based on their contribution and
recognized and rewarded adequately.
Accordingly, the performance excellence
awards were introduced and 49 employees
were honoured in the Founder’s day
celebrations on September 28, 2014.
PARTICULARS OF EMPLOYEES
AND RELATED DISCLOSURES
Disclosures pertaining to remuneration and
other details as required under Section
197(12) of the Act read with Rule 5(1) of the
Companies (Appointment and Remuneration
of Managerial Personnel) Rules, 2014 are
provided elsewhere in the Annual Report.
In terms of the provisions of Section 197(12)
of the Act read with Rules 5(2) and 5(3) of the
Companies (Appointment and Remuneration
of Managerial Personnel) Rules, 2014, a
statement showing the names and other
particulars of the employees drawing
remuneration in excess of the limits set out in
the said rules are provided in the Annual
Report.
Having regard to the provisions of the first
proviso to Section 136(1) of the Act, the
Annual Report excluding the aforesaid
information is being sent to the members of
the Company. The said information is
available for inspection at the registered
office of the Company during working hours
and any member interested in obtaining such
information may write to the Company
Secretary and the same will be furnished on
request.
EMPLOYEE STOCK OPTION SCHEME
Your Company has implemented the
Employee Stock Option Scheme 2007 in
accordance with the SEBI (Employee Stock
Directors’ Report
729
th
Annual Report 2014-15
Option Scheme and Employee Stock
Purchase Scheme) Guidelines, 1999. The
Nomination and Remuneration Committee,
administers and monitors the Scheme. The
applicable disclosures as stipulated under
the SEBI Guidelines as at March 31, 2015 are
attached as Annexure – I of this report.
DEPOSITS
Your Company has not accepted deposit
from the public during the period under
review and hence did not have outstanding
deposits.
ENERGY CONSERVATION, TECHNOLOGY
ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO
The information on conservation of energy,
technology absorption stipulated under
Section 134(3)(m) of the Companies Act,
2013 read with Rule 8 of the Companies
(Accounts) Rules, 2014 is annexed herewith
as Annexure II. During the FY 2014-15, the
Foreign exchange earnings and outgo were
` 104906 lakhs and ` 1125 lakhs respectively.
DETAILS IN RESPECT OF ADEQUACY
OF INTERNAL FINANCIAL CONTROLS
WITH REFERENCE TO FINANCIAL
STATEMENTS
Your Company has internal control system
which includes financial control
commensurate with the size, scale and
complexity of company’s operations. The
internal audit function evaluate the efficacy
and adequacy of internal control system in
the Company, its compliance with operating
systems, accounting procedures and policies
at all locations of the Company. Based on the
report of internal audit function, process
owners undertake corrective action in their
respective areas and thereby strengthen the
controls. Significant audit observations and
corrective actions thereon are periodically
presented to the Audit Committee of the
Board.
CORPORATE SOCIAL RESPONSIBILITY
Corporate Social Responsibility Committee
was constituted by the Board of Directors on
May 30, 2014 with Mrs.Sasikala Raghupathy
as Chairman and Mrs.Swarnamugi Karthik
and Mr.Gnana Rajasekaran as members of
the Committee. The CSR Policy formulated
and recommended by the Committee was
approved by the Board on November 12,
2014. The Policy is in line with Schedule VII of
the Companies Act, 2013 and the Company
will be focusing on CSR activities pertaining
to education, health, skill development and
destitute women care and welfare. The
contents of CSR Policy is given in the
Corporate Governance Report. The Annual
Report on CSR activities is annexed herewith
as Annexure III.
REMUNERATION POLICY
The Remuneration Policy formulated by the
Nomination and Remuneration Committee is
given in Annexure IV.
VIGIL MECHANISM / WHISTLE BLOWER
POLICY
Your Company has established a vigil
mechanism for directors and employees to
report genuine concerns as required by the
Companies (Meetings of Board and its
Powers) Rules, 2014 and the
policy/mechanism has adequate safeguards
against victimization of persons who use
such mechanism and provision for direct
access to the chairperson of the Audit
Committee in appropriate or exceptional
cases.
PARTICULARS OF LOANS,
GUARANTEES OR INVESTMENTS
Particulars of loans, guarantees or
investments covered under the provisions of
Section 186 of the Companies Act, 2013 are
given in the note No.34 to the Financial
Statements.
RELATED PARTY TRANSACTIONS
All related party transactions that were
entered into during the financial year were in
the ordinary course of business and on an
arm’s length basis. There were no materially
significant related party transactions made by
the Company with Promoters, Directors, Key
Managerial Personnel or other designated
persons which may have a potential conflict
with the interest of the Company at large. All
related party transactions are placed before
the Audit Committee for approval. The Policy
on related party transactions as approved by
the Board is uploaded on Company’s
website.
DETAILS OF SIGNIFICANT AND
MATERIAL ORDERS PASSED BY THE
REGULATORS OR COURTS OR
TRIBUNALS IMPACTING THE GOING
CONCERN STATUS AND COMPANY’S
OPERATIONS IN FUTURE
There are no significant and material orders
passed by the regulators or courts or tribunals
impacting the going concern status of the
Company.
SECRETARIAL AUDIT
Pursuant to the provisions of Section 204 of
the Companies Act, 2013 and The Companies
(Appointment and Remuneration of
Managerial Personnel) Rules, 2014, the
Company has appointed M/s.B.Chitra & Co,
Company Secretaries in practice to undertake
the secretarial audit of the Company. The
Report of secretarial audit is annexed herewith
as Annexure V. The audit report is unqualified
and without reservation or adverse comment
on compliance.
RISK MANAGEMENT POLICY
The Company as part of Standard Operating
System and Procedure institutionalized risk
management covering risk identification,
mitigation and management measures. This
Risk Charter and Policy have been brought to
practice as per part of internal control systems
and procedures. The Management has
applied the risk management policy to
activities and processes of the business and
this is reviewed to ensure that executive
management manages risk through means
of a properly defined framework.
DIRECTORS’ RESPONSIBILITY STATEMENT
Pursuant to the requirements under Section
134(3) (c ) of the Companies Act, 2013 with
respect to Directors’ responsibility statement,
it is hereby confirmed that:
a) in the preparation of the annual
accounts for the Financial year ended
March 31, 2015, the applicable
accounting standards had been
followed along with proper explanation
relating to material departures ;\
b) the Directors have selected such
accounting policies and applied them
Directors’ Report
8 29
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Annual Report 2014-15
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 March 31, 2015 and of
the profit of the Company for the
Financial year ended on that date ;
c) the Directors have taken proper and
sufficient care for the maintenance
of adequate accounting records in
accordance with the provisions of the
Companies Act, 2013 for safeguarding
the assets of the Company and for
preventing and detecting fraud and
other irregularities; and
d) the Directors had prepared the annual
accounts for the year ended March 31,
2015 on a going concern basis.
e) the Directors had laid down internal
financial controls to be followed by
the company and that such internal
financial controls are adequate and
were operating effectively.
f) 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.
STATUTORY AUDITORS’ AND
AUDITOR’S REPORT
Manohar Chowdhry & Associates, Chartered
Accountants, Statutory auditors of the
Company, hold office until the conclusion
of the ensuing Annual General Meeting and
are eligible for reappointment. Manohar
Chowdhry & Associates, Chartered
Accountants confirmed that their re-
appointment, if made, would be within the
limits prescribed under Section 139 of the
Companies Act, 2013 and that they are not
disqualified for re-appointment in terms of
Section 141 of the Companies Act, 2013.
Explanation to Auditor’s report on
consolidated financial statements as
required under Section 134(3) of the
Companies Act, 2013
Auditor’s Qualification:
The Auditors have expressed a qualified
opinion stating that the consolidated financial
statement include unaudited financial
statement and other financial information of
two subsidiaries, namely, BGR Boilers Private
Limited and BGR Turbines Company Private
Limited whose aggregate assets of ` 1,11,800
lakhs as at March 31, 2015, aggregate
revenue of ` 1,28,645 lakhs and cash out flow
amounting to ` 277 lakhs for the year then
ended. These unaudited financial statements
as approved by the respective Board of
Directors of the subsidiary companies have
been furnished to the Auditors by the
management of the holding company and the
Audit report insofar as it relates to the amounts
included in respect of these subsidiaries are
based solely on such unaudited financial
statements. The Auditors have stated that
they are unable to comment on adjustments
that may have been required to the
accompanying consolidated financial
statements had such unaudited financial
statements been audited.
(Refer Page No. 72 in the Annual Report
2015).
Board’s reply:
As the audited accounts of these subsidiaries
were not received before approval of
accounts by the Board of Directors of the
holding Company, the consolidation was
done on the basis of provisional unaudited
financial statements taken on record by
the Board of Directors of the respective
subsidiary companies.
COST AUDITORS
The Board of Directors at its meeting held on
May 28, 2015 approved the appointment of
Mr.A.N.Raman, Cost Accountant as the Cost
Auditor of the Company for the Financial
year 2015-16, pursuant to the applicable
provisions under the Companies Act, 2013.
Pursuant to Section 233(B)(4) of the
Companies Act, 1956 Cost Audit Report for
the financial year ended March 31, 2014
issued by Mr.R.Vaidhyanathan, Cost Auditor
was submitted to the Central Government on
October 27, 2014.
CORPORATE GOVERNANCE
A Report on Management Discussion &
Analysis of Performance and Compliance of
Corporate Governance under Clause 49 of
the Listing Agreement and Certificate from
auditors confirming compliance of conditions
of Corporate Governance are included in this
Annual Report as Annexure VI.
EXTRACT OF ANNUAL RETURN
The details forming part of the extract of the
Annual Return in Form MGT-9 is annexed
herewith as Annexure VII.
ANNEXURES FORMING PART OF
DIRECTORS’ REPORT
The annexures referred to in this report and
other information which are required to be
disclosed are annexed herewith and form
part of this Report of Directors.
ANNEXURE PARTICULARS
I Disclosure on ESOP as
per SEBI Guidelines
II Energy conservation and
Technology absorption
III Annual Report on CSR
activities
IV Remuneration Policy
V Secretarial Audit Report
VI Corporate Governance
Report along with the
Certificate of Auditors
VII Extract of Annual Return
in Form MGT-9
VIII Management Discussion
& Analysis
ACKNOWLEDGEMENTS
Your Directors wish to thank the customers,
vendors, collaborators, business partners/
associates, statutory authorities, Central and
State Governments and shareholders for their
support and cooperation during the year
under review.
Your Directors also record their appreciation
to the bankers for their continued financial
support and guidance. Your Directors place
on record their sincere appreciation to all the
employees of the company for their unstinted
commitment and continued contribution to
the Company.
For and on behalf of the Board
Sasikala Raghupathy
Chairman
Place : Chennai
Date : August 03, 2015
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ANNEXURE I
DISCLOSURE IN THE DIRECTORS’ REPORT AS PER SEBI GUIDELINES
Sl.
No.
Particulars 2014-15
(i) Description of each ESOS existing during the year
a) Date of shareholders’ approval 11/07/2007
b) Total number of options approved under ESOS 704770
c) Vesting requirements The options granted shall vest so long as the employee
continues to be in the employment of the company. Vesting
of the options shall take place over a maximum period of 5
years with a minimum period of 1 year from the date of grant.
The Board would determine the exact proportion and period in
which the options would vest.
The Board may, in its discretion, lay down certain performance
metrics on the achievement of which the granted options
would vest, the detailed terms and conditions relating to such
performance based vesting, and the proportion in which
options granted under the scheme would vest (subject to the
minimum vesting period as specified above.)
d) Exercise price or pricing formula ` 408/-
e) Maximum term of options granted 5 years from the date of last vesting
f) Source of shares (primary, secondary or combination) Primary
g) Variation in terms of options None
(ii) Method used to account for ESOS - Intrinsic or fair value Intrinsic
(iii) Where the company opts for expensing of the options using the
intrinsic value of the options, difference between the employee
compensation cost so computed and the employee compensation
cost shall have been recognised if it had used the fair value of the
options shall be disclosed. The impact of this difference on profits
and on EPS of the company shall also be disclosed.
All the expenses on account of both the grants dated 18th July,
2007 have been taken in the books over the vesting period of
the options granted.
(iv) a) Option movement during the year
Particulars Details Weighted Avg. Market Price
Number of options outstanding at the beginning of the period 271396 408
Number of options granted during the year 0 N.A
Number of options forfeited/lapsed during the year 12218 408
Number of options vested during the year 0 N.A
Number of options exercised during the year 0 N.A
Number of shares arising as a result of exercise of options 0 N.A
Money realised by exercise of options if scheme is directly
implemented by the company
0 N.A
Loan repaid by the Trust during the year from exercise price received N.A. N.A.
Directors’ Report
10 29
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Annual Report 2014-15
Sl.
No.
Particulars 2014-15
Number of options outstanding at the end of the year 259,178 408
Number of options exercisable at the end of the year 39,136 408
b) for stock options exercised during the period, the weighted
average share price at the date of exercise. If options were
exercised on a regular basis throughout the period, the
enterprise may instead disclose the weighted average share
price during the period.
There are no options exercised during the period.
c) for stock options outstanding at the end of the period, the range
of exercise prices and weighted average remaining contractual
life (comprising the vesting period and the exercise period). If the
range of exercise prices is wide, the outstanding options should
be divided into ranges that are meaningful for assessing the
number and timing of additional shares that may be issued and
the cash that may be received upon exercise of those options.
All options outstanding are at an Exercise price of Rs. 408.
The remaining average contractual life of all options is from .76
years to 1.76 years. All outstanding options, if not exercised,
would lapse by Jan 3, 2017.
(v) Weigheted-average exercise price of options whose
a) Exercise price equals market price N.A.
b) Exercise price is greater than market price 408
c) Exercise price is less than market price N.A.
Weigheted-average fair value of options whose
a) Exercise price equals market price N.A.
b) Exercise price is greater than market price 186
c) Exercise price is less than market price N.A.
(vi) employee wise details of options granted to
N.A.
There were no options granted during the current year.
(i) Senior Managerial Personnel
(ii) any other employee who receives a grant in any one year of
option amounting to 5% or more of option granted during that
year.
(iii) identified employees who were granted option, during any one
year, equal to or exceeding 1% of the issued capital (excluding
outstanding warrants and conversions) of the Company at the
time of grant.
(vii) A description of the method and significant assumptions used
during the year to estimate the fair value of options including the
following information:
N.A.
There were no options granted during the current year.
(a) the weighted-average values of share price, exercise price,
expected volatility, expected option life, expected dividends, the
risk-free interest rate and any other inputs to the model
(b) the method used and the assumptions made to incorporate the
effects of expected early exercise
(c ) how expected volatility was determined, including an explanation
of the extent to which expected volatility was based on historical
volatility; and
(d) whether and how any other features of the option grant were
incorporated into the measurement of fair value, such as a
market condition.
Directors’ Report
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Annual Report 2014-15
During the year the following measures
were taken by the Company for energy and
resource conservation at the units of AFC
and OGED divisions of the Company:
Energy & Electricity
i. One of the finning machines
have been converted from DC
drive to AC drive to save energy
consumption, which is substantial.
This will be extended to the other
finning machines during the current
year.
ii. A detailed study was initiated for
saving power in the operation of
high frequency units and welding
machines which consume huge
power.
iii. New initiatives are being made for
opting variable frequency drive
panels for the electrically operated
trolley (EOT) cranes to control
power consumption.
iv. Based on the pilot study, the
proposal for solar energy
generation by installation of fixed tilt
solar rooftop photovoltaic system
in factory is being considered by
the Company.
v. Replacement of reciprocating
compressor to screw compressor
to save the energy is being
evaluated.
vi. A study is being made for automatic
speed control in finning machines /
sensors to optimize the operations
as well as energy consumption.
Water
AFC Division has continuous requirement
of water for hydro-test. The Company is
working on a mechanism of recycling of this
hydro-test water so that the consumption is
minimized. Also initiative is being made for
gardening to utilize treated water.
Fuel
The consumption of diesel during power
cut is high. Measures are being taken
to use lower power DG set to reduce the
requirement of fuel.
A nodal officer has been nominated for
energy and resources conservation initiative
and the following steps are initiated:
1. Replacement of old inefficient AC units
with energy efficient units.
2. Installation of solar lights to reduce use
of conventional energy.
3. Installation of occupancy sensor in
offices for air conditioner load.
4. Using lower power DG sets at night.
5. Conducting awareness campaign in the
plants and office for reduction of the
electricity usage.
6. Arresting air leakages, reduction in
usage of compressor.
Disclosure of particulars with respect to Technology absorption, adaptation and innovation
1
Efforts, in brief, made towards technology absorption, adaptation and
innovation.
Under implementation
2
Benefits derived as a result of the above efforts, e.g., product improvement,
cost reduction, product development, import substitution, etc.
N.A.
3
In case of imported technology (imported during the last five years reckoned
from the beginning of the financial year), following information may be
furnished:
(a) Technology imported
Technology relating to Design, engineering and manufacture of Heat
Recovery Steam Generators
(b) Year of import 2010
(c) Has technology been fully absorbed Under implementation
(d) If not fully absorbed areas where this has not taken place, reasons there
for and future plans of action.
Under implementation
4 Expenditure incurred on research and development Nil
ANNEXURE II
ENERGY CONSERVATION AND TECHNOLOGY ABSORPTION
Directors’ Report
12 29
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Annual Report 2014-15
ANNEXURE III
ANNUAL REPORT ON CSR ACTIVITIES OF THE COMPANY
1. Brief outline of CSR policy including
overview of projects or programs proposed
to be undertaken and a reference to the
web-link to the CSR policy and projects
or programs.
Brief outline of CSR policy is stated herein
below :
The Company as its CSR shall focus on
programs / projects from the following
areas as per the provisions of Schedule
VII referred in the section 135 of the
Companies Act, 2013:
a. Eradication hunger, poverty and
malnutrition, promoting preventive
health care and sanitation and making
available safe drinking water.
b. Promotion education, including
special education and employment
enhancing vocation skills especially
among children, women, elderly, and
the differently abled and livelihood
enhancement projects.
c. Promoting gender equality,
empowering women, setting up
homes and hostels for women and
orphans; setting up old age homes,
day care centres and such other
facilities for senior citizens and
measures for reducing inequalities
faced by socially and economically
backward groups.
d. Ensuring environmental sustainability,
ecological balance, protection of
flora and fauna, animal welfare,
agroforestry, conservation of natural
resources and maintaining quality of
soil, air and water.
e. Protection of national heritage, art
and culture including restoration
of buildings and sites of historical
importance and works of art; setting
up public libraries; promotion and
development of traditional arts and
handicrafts.
f. Measures for the benefit of armed
forces veterans, war widows and their
dependents.
g. Training to promote rural sports,
nationally recognised sports,
paralympic sports and Olympic
sports.
h. Contribution to the Prime Minister’s
National Relief Fund or any other fund
set up by the Central Government for
socio-economic development and
relief and welfare of the Scheduled
Castes, the Scheduled Tribes, other
backward classes, minorities and
women.
i. Contributions or funds provided to
technology incubators located within
academic institutions which are
approved by the Central Government.
j. Rural development projects.
2. Weblink of CSR Policy:
http://www.bgrcorp.com/policy/CSR_Policy.pdf
3. Composition of CSR Committee:
Mrs.Sasikala Raghupathy, Chairman
Mr.Gnana Rajasekaran
Mrs.Swarnamaugi Karthik,
4. Average net profit of the Company for
the last three financial years:
` 254.90 Crores
5. Prescribed CSR Expenditure(two percent
of the amount as in item 3 above):
` 5.10 Crores
6. Details of CSR spent during the financial
year 2014-15
a) Total amount to be spent for the FY
2014-15
` 5.10 Crores
b) Amount unspent, if any.
Rs.5.10 Crores
c) Manner in which the amount spent
during the FY 2014-15
No amount was spent.
d) Reasons for not spending the amount
during FY 2014-15
The Company is in the process of
identifying programs / projects /
agencies for CSR spending.
7. Responsibility Statement:
The implementation and monitoring of
CSR policy is in compliance with CSR
objectives and policy of the Company.
A.Swaminathan Sasikala Raghupathy
Joint Managing
Director & CEO
Chairman of CSR
Committee
Directors’ Report
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Annual Report 2014-15
ANNEXURE IV
REMUNERATION POLICY
1. APPLICABILITY
This remuneration policy applies to all
Directors, Key managerial Personnel and
designated employees of the Company.
2. OBJECTS
This policy seeks to achieve the following
objectives viz.,
a. The directors, key managerial personnel
and designated employees of the
Company are governed by a
compensation criteria that fosters
meritocracy and industry standards.
b. Attract and retain high calibre
professionals/personnel required to
manage the business, operations and
strategic growth of Company
successfully.
c. The remuneration shall be competitive
and based on the individual
responsibilities, contribution and
performance.
d. To attract, retain and motivate talent
and a balance of fixed and variable so
as to incentivise high level of
performance.
The Remuneration Policy is guided by a
common reward framework and set of
principles and objectives as more fully and
particularly envisaged under Section 178 of
the Companies Act, 2013 and principles
pertaining to determining qualifications,
positives attributes, integrity and
independence.
3. REMUNERATION TO DIRECTORS
a. Fee to Non-executive directors.
A non-executive director may receive
remuneration by way of sitting fee for
attending meetings of the Board or
Committee thereof. The amount of fees
shall not exceed the amount as may be
prescribed under the Companies
(Appointment and Remuneration of
Managerial Personnel) Rules, 2014 and
any amendment thereto.
b. The amount of fee to Independent
directors and women directors shall not
be less than the fee payable to other
directors.
c. No sitting fee shall be paid to the
executive directors for attending Board
or Committee meetings.
d. The Board may review the fee at
reasonable length of time and in doing
so consider industry trends, practices,
Company’s performance, shareholder’s
interest and regulatory provisions and
environment.
e. No director, other than Chairman of the
Board shall be entitled to commission
on profits of the Company and such
commission shall be determined by the
Board for each financial year and such
payment shall be subject to the
provisions of the Companies Act, 2013.
f. Directors shall be entitled to
reimbursement of expenses
on travelling, lodging, boarding and
other out-of-pocket expenses
incurred for participation in the Board
and Committee meetings and other
work related to the Company’s
business.
4. REMUNERATION TO KEY
MANAGERIAL PERSONNEL
a. The remuneration to key managerial
personnel (Joint Managing Director &
Chief Executive Officer, Joint Managing
Director, Whole Time Director,
Company Secretary and Chief Financial
Officer) shall be determined with due
regard to the individual’s educational
and professional qualifications, age,
experience, expertise, knowledge and
contribution and competition for such
talents in the industry/corporate
sector.
b. The remuneration payable to key
managerial personnel may comprise of
i. Fixed salary, variable salary, bonus/
ex-gratia
ii. Perquisites and Allowances,
performance-linked incentive and
other compensation as the Board
may determine.
iii. Remuneration to any one executive
director shall not exceed five per
cent of the net profits of the
Company and the total remuneration
payable to all executive directors
together shall not exceed ten per
cent of the net profits of the
Company.
5. REMUNERATION TO
DESIGNATED EMPLOYEES
a. For the purpose of this policy, an
employee, who is employed by the
company and designated as a member
of core management, but not a director
and all Head of functional responsibility
or management and holding office one
level below executive directors are
Designated Employees.
b. The remuneration shall be determined
in an equitable manner having regard
to qualifications, age, experience and
contribution to the Company, need to
retain talent and industry/market trends.
c. Remuneration to Designated
Employees shall include fixed salary,
variable salary, bonus/ex-gratia,
Perquisites and Allowances,
performance-linked incentive and other
compensation as the Board may
determine.
6. REMUNERATION TO OTHER
EMPLOYEES
The nature of job and market parity of similar
talent will be key factor in pay determination
for different levels of employees.
1. Wage and salary structure will be
simple and easy to link performance
and compensation.
2. Discretionary retention bonus may be
given in deserving cases as may be
decided by management.
3. Annual Pay increases will be based on
a combination of appraisal of
competency and performance rating.
Directors’ Report
14 29
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Annual Report 2014-15
ANNEXURE V
SECRETARIAL AUDIT REPORT
for the Financial Year ended 31.03.2015
[Pursuant to Section 204(1) of the Companies Act, 2013 and rule No.9 of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014]
To
The Members,
BGR Energy Systems Limited
We have conducted the secretarial audit of
the compliance of applicable statutory
provisions and the adherence to good
corporate practices by BGR ENERGY
SYSTEMS LIMITED (hereinafter called the
“Company”).
The Secretarial Audit was conducted in a
manner that provided us a reasonable basis
for evaluating the corporate conducts/
statutory compliances and expressing our
opinion thereon.
Based on our verification of the books,
papers, minute books, forms and returns
filed and other records maintained by the
Company and also the information provided
by the Company, its officers, agents and
authorized representatives during the
conduct of the secretarial audit, We hereby
report that, in our opinion, the Company has,
during the audit period covering the financial
year ended on 31st March 2015, complied
with the statutory provisions listed hereunder
and also that the Company has proper
Board-processes and compliance-
mechanism in place to the extent, in the
manner and subject to the reporting made
hereinafter:
We have examined the books, papers,
minute books, forms and returns filed and
other records maintained by the Company
for the financial year ended on 31st March
2015 according to the provisions of:
(i) The Companies Act, 2013 (the Act) and
the rules made thereunder;
(ii) The Securities Contracts (Regulation) Act,
1956 (‘SCRA’) and the rules made
thereunder;
(iii) The Depositories Act, 1996 and the
Regulations and Bye-laws framed
thereunder;
(iv) The following Regulations and Guidelines
prescribed under the Securities and
Exchange Board of India Act, 1992 (‘SEBI
Act’):-
(a) The Securities and Exchange Board
of India (Substantial Acquisition of
Shares and Takeovers) Regulations,
2011;
(b) The Securities and Exchange Board
of India (Prohibition of Insider Trading)
Regulations, 1992;
(c) The Securities and Exchange Board
of India (Employee Stock Option
Scheme and Employee Stock
Purchase Scheme) Guidelines, 1999;
(d) The Securities and Exchange Board
of India (Registrars to an Issue and
Share Transfer Agents) Regulations,
1993 regarding the Companies Act
and dealing with client;
(v) The other laws applicable specifically to
the company: NIL.
We have also examined whether adequate
systems and processes are in place to
monitor and ensure compliance with general
laws including labour laws, competition laws
and environment laws etc.,
In respect of Taxation laws, we have relied on
the audit reports made available during our
audit for us to have the satisfaction that the
Company has complied with the provisions
of such laws.
We have also examined compliance with the
applicable clauses of the the Listing
Agreements entered into by the Company
with NSE and BSE for securities.
During the period under review the Company
has complied with the provisions of the Act,
Rules, Regulations, Guidelines, Standards,
etc. mentioned above.
We further report that
The Board of Directors of the Company is
duly constituted with proper balance of
Executive Directors, Non-Executive Directors,
Women Director and Independent Directors.
The changes in the composition of the Board
of Directors that took place during the period
under review were carried out in compliance
with the provisions of the Act.
Adequate notice is given to all directors to
schedule the Board Meetings, agenda and
detailed notes on agenda were sent in
advance and a system exists for seeking and
obtaining further information and clarifications
on the agenda items before the meeting and
for meaningful participation at the meeting.
All decisions at Board Meetings and
Committee Meetings are carried out
unanimously as recorded in the minutes of
the meetings of the Board of Directors or the
Committee of Directors as the case may be.
We further report that there are adequate
systems and processes in the company
commensurate with the size and operations
of the company to monitor and ensure
compliance with applicable laws, rules,
regulations and guidelines.
This report is to be read along with our
statement furnished in Annexure A.
For Chitra &Co
B. CHITRA
(Partner)
FCS No.:4509
C P No.:2928
Place : Chennai
Date : August 03, 2015
Secretarial Audit Report
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Annual Report 2014-15
Annexure ‘A’ to Secretarial Audit Report
To
The Members,
BGR Energy Systems Limited
Statement regarding Secretarial Audit
Report for the Financial Year ended
31.03.2015
1. Maintenance of secretarial record is the
responsibility of the management of the
Company. Our responsibility is to express
an opinion on these secretarial records
based on our audit.
2. We have followed the audit practices
and processes as were appropriate
to obtain reasonable assurance about
the correctness of the contents of the
Secretarial records. The verification
was done on test basis to ensure that
correct facts are reflected in secretarial
records. We believe that the processes
and practices, we followed provide a
reasonable basis for our opinion.
3. We have not verified the correctness and
appropriateness of financial records and
Books of Accounts of the Company.
4. Where ever required, we have obtained
the Management representation about the
compliance of laws, rules and regulations
and happening of events etc.
5. The compliance of the provisions of
Corporate and other applicable laws, rules,
regulations, standards is the responsibility
of the management of the Company. Our
examination was limited to the verification
of procedures on test basis.
6. The Secretarial Audit Report is neither
an assurance as to the future viability
of the Company nor of the efficacy or
effectiveness with which the management
has conducted the affairs of the Company.
For Chitra &Co
B. CHITRA
(Partner)
FCS No.:4509
C P No.:2928
Place : Chennai
Date : August 03, 2015
Secretarial Audit Report
16 29
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Annual Report 2014-15
COMPANY’S PHILOSOPHY ON
CODE OF GOVERNANCE
In accordance with Clause 49 of the Listing
Agreement with Stock Exchanges on
Corporate Governance, your Company
is committed to follow high standards of
corporate governance in all its activities and
processes. The Board of Directors endeavor
to create an environment of fairness, equity
and transparency. The Company’s objective
is to secure long term shareholder value,
while respecting the rights and expectations
of all other stakeholders viz., Customers,
Vendors, Banks, Employees, Central and
State Governments and the society at
large. The Company is in compliance with
requirements of the guidelines on corporate
governance stipulated under Clause 49
of the Listing Agreement with the Stock
Exchanges.
BOARD OF DIRECTORS
In line with corporate governance
philosophy, all statutory and other significant
material information are placed before
the Board of Directors (“the Board”) to
enable it to discharge its responsibility of
superintendence, control and direction of
management of strategic and day to day
affairs of the Company. The Board comprises
of ten Directors drawn from diverse fields
of expertise viz., Business Management,
Banking, Finance, Public Administration,
Power, Technology, Arts, Culture and
International Business. The Board at present
consists of six independent directors, two
professional whole-time directors and one
non-independent whole-time director and
one non-executive promoter director, who is
the Chairman of the Board.
The Company has defined guidelines and
established framework for the meetings
of the Board and Committees. The Board
critically evaluates business strategies,
policies and its effectiveness. The Board
reviews all strategic and operating plans,
financial reporting, budgets and capital
expenditure.
None of the Directors on the Board is a
Member of more than ten Committees or
Chairman of more than five Committees
across all the companies in which he/she is
a Director. Necessary disclosures regarding
Committee positions in other public
companies as on March 31, 2015 have been
made by the Directors.
MEETINGS AND ATTENDANCE OF
THE BOARD DURING THE YEAR
The Board Meetings are held at the Corporate
Office. The Agenda for the meeting is prepared
by the President - Corporate & Secretary
in consultation with the Chairman and
JointManaging Directors of the Company.
There is constant endeavor to improve
the practices with regard to the Board
Meetings. The agenda and the relevant
papers are circulated in advance to facilitate
the members of the Board to take informed
decisions and discharge their responsibility
effectively. Where it is not practicable to
attach or forward any document / information
as part of the agenda papers, the same are
tabled at the meeting or presentation by
the concerned President of the division
to the Board. The Company is continually
improving these practices so as to enable
more effective strategy formulation,
direction, monitoring and reviews by active
participation by the Board.
The following information are regularly
placed before the Board:
i) Appointment, resignation and retirement
of directors.
ii) Constitution and reconstitution of
committees of the Board.
iii) Disclosure of interest of Directors.
iv) Minutes of the meetings of the Board.
v) Minutes of the meetings of the
Committees of the Board viz., Audit,
Stakeholders relationship, Nomination
and Remuneration Committee, Share
Transfer and Committee of Directors.
vi) Statutory compliance report on quarterly
basis.
vii) Corporate Governance compliance
report.
viii) Action taken on the minutes of the
previous meetings of the Board and
Committees.
ix) Corporate Budget including Capital
expenditure budget.
x) Review of Project wise and division wise
budget Vs actual performance.
xi) Progress of the EPC, BoP and Capital
goods contracts and profitability.
xii) Quarterly, Half yearly and Annual
financial statements of the Company
and annual financial statements of
Subsidiary companies.
xiii) Appropriation of profits to dividend and
reserves.
xiv) Investment in Joint ventures and
Subsidiaries.
xv) Progress of Joint venture companies
and capital projects.
xvi) Audit Committee’s recommendations
on internal and statutory audits, auditor
recommendation, accidents and
untoward incidents.
xvii) Show cause notices and other material
legal action against the company.
During the Financial Year 2014 - 15,
4 (four) Board Meetings were held on May 30,
2014, August 13, 2014, November 12, 2014
and February 13, 2015 and not more than 120
days have elapsed between any two meetings.
The information as specified in Annexure X to
Clause 49 of the Listing Agreement are
regularly made available to the Board, wherever
applicable for discussion and consideration.
As per Clause 49 of the Listing Agreement, a
separate meeting of Independent Directors of
the Company was held on November 12, 2014
without the presence of non-independent
directors and members of management. All
the independent directors were present at the
meeting. The following items were reviewed
at the meeting of independent directors viz.,
a) Performance of non-independent
directors and Board as a whole;
b) Performance of the Chairperson of
the company, taking into account the
views of the executive directors and
non-executive directors;
c) Assessment of flow of information
between the company management
and Board.
ANNEXURE VI
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1729
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Annual Report 2014-15
Particulars of the directors’ attendance at the Board Meetings and at the Annual General Meeting held on September 25, 2014 and particulars
of their directorships and committee memberships in other companies are given below:
Name & Category of the Director
Attendance at meetings during 2014-15
No. of
Directorship
In other
Companies
@
No. of Committee
Membership &
Chairmanship In
other Companies #
Board
Meetings
At last AGM held on
September 25, 2014
Swarnamugi Karthik,
Director – Corporate Strategy, Non-Independent Executive,
4 Yes 8 -
K. Chandrashekhar*,
Director – Projects, Executive
1 N.A. 1 -
A. Swaminathan,
Joint Managing Director & CEO, Executive
3 Yes 3 -
V.R. Mahadevan,
Joint Managing Director, Executive
4 Yes 3 -
Sasikala Raghupathy,
Chairman, Promoter, Non-Executive
4 Yes 9 -
Heinrich Bohmer,
Director, Independent
4 No - -
M. Gopalakrishna,
Director, Independent
3 Yes 8 3
S.A. Bohra,
Director, Independent
4 Yes - -
S.R. Tagat,
Director, Independent
3 Yes - -
Gnana Rajasekaran,
Director, Independent
4 Yes 1 1
M. S. Sundara Rajan,
Director, Independent
3 Yes 9 5
Yes – Present, No – Absent
@ Excludes private companies and foreign companies.
# Includes only membership of Audit Committee and Shareholders & Investors Grievances Committee.
* Resigned and relieved from the service of the Company with effect from May 31, 2014.
Except Mrs. Swarnamugi Karthik, Director – Corporate Strategy, daughter of Mrs. Sasikala Raghupathy, Chairman no other directors
have any inter-se relationship with other directors of the Company. The Company has not granted stock options to any of its directors
or employees during the year under review.
REMUNERATION PAID TO DIRECTORS DURING FY 2014-15
(` in Lakh)
Name of Director
Remuneration
Sitting
Fees*
Salary &
Allowances
Bonus/
Ex-gratia
Swarnamugi Karthik,
Director – Corporate Strategy
86.15 2.00 --
K.Chandrashekhar,**
Director – Projects
13.93 10.00 --
A.Swaminathan,
Joint Managing Director & CEO
176.27 5.13 --
V.R. Mahadevan,
Joint Managing Director
125.26 3.49 --
Sasikala Raghupathy,
Chairman
-- -- 4.60
Heinrich Bohmer,
Director
-- -- 4.00
M. Gopalakrishna,
Director
-- -- 3.80
(` in Lakh)
Name of Director
Remuneration
Sitting
Fees*
Salary &
Allowances
Bonus/
Ex-gratia
S.A. Bohra,
Director
-- -- 5.00
S.R. Tagat,
Director
-- -- 4.20
Gnana Rajasekaran,
Director
-- -- 4.60
M. S. Sundara Rajan,
Director
-- -- 3.60
* Sitting Fees paid to the directors include Board and Committee
meetings.
** Mr. K. Chandrashekhar ceased to be a Director with effect from
31.05.2014.
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Annual Report 2014-15
Details of Shares of the Company held by
Directors as on March 31, 2015 and Options
granted under ESOS 2007 to the Directors
and held by them as on March 31, 2015 are
as below:
(` in Lakh)
Name
Number
of Shares
held
Number of
Options
(outstanding)
Swarnamugi Karthik
- -
K.Chandrashekhar
- -
V.R. Mahadevan 716 20,000*
A. Swaminathan 18,100 41,265*
Sasikala Raghupathy 2,68,68,450 -
Heinrich Bohmer - -
M. Gopalakrishna - -
S.A. Bohra - -
S.R. Tagat 135 -
Gnana Rajasekaran - -
M. S. Sundara Rajan - -
* Time based outstanding options were
accrued on yearly basis with effect from
January 3, 2009 and are exercisable within
5 years from the date of vesting.
COMMITTEES OF THE BOARD
The Board constituted the following
committees:
AUDIT COMMITTEE
The Audit Committee of the Board comprises
of four directors of which three members are
independent directors and all the members of
Audit Committee are financially literate.
The members of the Audit Committee are:
S. R. Tagat
Chairman
Independent
Director
M. Gopalakrishna Member
Independent
Director
S. A. Bohra Member
Independent
Director
Swarnamugi
Karthik
Member
Non-
Independent
Director
The Composition of the Audit Committee is in
conformity with Clause 49 of the Listing
Agreement and Section 177 of the Companies
Act, 2013. The Joint Managing Directors,
Chief Financial Officer, Statutory Auditor of the
Company are permanent invitees to the Audit
Committee Meetings. The internal auditors are
also invited as are relevant for consideration
of audit reports. The quorum for Committee
Meeting is two members or one third of the
total strength of the Committee, whichever is
higher and such quorum comprise of at least
two independent members present. The
Committee enables the Board to discharge its
responsibility for overseeing accounting,
financial, auditing and reporting process and
for ensuring legal and regulatory compliance.
The Powers and terms of reference of the
Audit Committee are as given below, which
cover following matters specified under
Clause 49 of the Listing Agreement and
Section 177 of the Companies Act, 2013.
Powers of Audit Committee:
The Audit Committee shall have such powers
to effectively discharge its role and terms of
reference, which includes the following:
1. To investigate any activity within its terms of
reference.
2. To seek information from any employee.
3. To obtain outside legal or other professional
advice.
4. To secure attendance of outsiders with
relevant expertise, if it considers necessary.
5. Such other powers as may be necessary for
due and proper discharge of role of Audit
Committee.
The role and terms of reference of the Audit
Committee :
1. Oversight of the company’s financial
reporting process and the disclosure of its
financial information to ensure that the
financial statement is correct, sufficient and
credible;
2. Recommendation for appointment,
remuneration and terms of appointment of
auditors of the company;
3. Approval of payment to statutory auditors
for any other services rendered by the
statutory auditors;
4. Reviewing, with the management, the
annual financial statements and auditor’s
report thereon before submission to the
Board for approval, with particular
reference to:
a. Matters required to be included in the
Director’s Responsibility Statement to
be included in the Board’s report in
terms of clause (c) of sub-section 3 of
Section 134 of the Companies Act,
2013
b. Changes, if any, in accounting policies
and practices and reasons for the
same
c. Major accounting entries involving
estimates based on the exercise of
judgment by management
d. Significant adjustments made in the
financial statements arising out of
audit findings
e. Compliance with listing and other legal
requirements relating to financial
statements
f. Disclosure of any related party
transactions
g. Qualifications in the draft audit report
5. Reviewing, with the management, the
quarterly financial statements before
submission to the Board for approval;
6. Review and monitor the auditor’s
independence and performance and
effectiveness of audit process;
7. Approval or modification of transactions of
the company with related parties;
8. Scrutiny of inter-corporate loans and
investments;
9. Valuation of undertakings or assets of the
company, wherever it is necessary;
10. Evaluation of internal financial controls
and risk management systems;
11. Reviewing, with the management,
performance of statutory and internal
auditors, adequacy of the internal control
systems;
12. Reviewing the adequacy of internal audit
function, including the structure of the
internal audit department, staffing and
seniority of the officer heading the
department, reporting structure coverage
and frequency of internal audit;
13. Discussion with internal auditors of any
significant findings and follow up thereon;
14. Reviewing the findings of any internal
investigations by the internal auditors into
matters where there is suspected fraud or
irregularity or a failure of internal control
systems of a material nature and reporting
the matter to the Board;
15. Discussion with statutory auditors before
the audit commences, about the nature
and scope of audit as well as post-audit
discussion to ascertain any area of
concern;
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1929
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Annual Report 2014-15
16. To look into the reasons for substantial
defaults in the payment to the depositors,
debenture holders, shareholders (in case
of non-payment of declared dividends)
and creditors;
17. To review the functioning of the Whistle
Blower mechanism;
18. Approval of appointment of CFO (i.e., the
whole-time Finance Director or any other
person heading the finance function or
discharging that function) after assessing
the qualifications, experience and
background of the candidate;
19. In addition, reviewing of such other
functions as envisaged under Section 177
of the Companies Act 2013 and Clause 49
of the Listing Agreement.
There were 4 (Four) meetings of the Audit
Committee held during Financial
Year 2014 - 15 on May 28, 2014, August 13,
2014, November 11, 2014 and February
13, 2015.
The number of meetings attended by each
member of the Audit Committee is as
follows:
Name of the Member
No. of Meetings
attended
S.R. Tagat 4
S.A. Bohra 4
M. Gopalakrishna 3
Swarnamugi Karthik 3
The Chairman of the Audit Committee
Mr. S.R. Tagat attended the previous Annual
General Meeting of the Company held on
September 25, 2014.
COMMITTEE OF DIRECTORS
The Committee of Directors has the following
members;
Mrs. Sasikala Raghupathy,
Chairman
Mr. V. R. Mahadevan,
Joint Managing Director
Mr. A. Swaminathan,
Joint Managing Director & CEO
Mr. K.Chandrashekhar,
Director – Projects*
Ms. Swarnamugi Karthik,
Director – Corporate Strategy; and
Mr. R. Ramesh Kumar,
President – Corporate & Secretary
* Resigned and relieved from the service of
the Company with effect from May 31, 2014.
The quorum for Committee meetings is three.
There were 7 (seven) meetings of Committee of
Directors held during Financial Year 2014 - 15
on June 16, 2014, July 28, 2014, August 20,
2014, September 23, 2014, December 19,
2014, January 12, 2015 and March 16, 2015.
The number of meetings attended by each
member of the Committee is as follows:
Name of the
Member
No. of Meetings
attended
Swarnamugi Karthik 7
A. Swaminathan 7
V. R. Mahadevan 6
Sasikala Raghupathy 7
R. Ramesh Kumar 6
The Powers delegated by the Board to the
Committee of Directors are as follows:
1. To exercise superintendence, direction,
guidance and control over the affairs of the
company and subsidiaries and to exercise
all such powers and to do all such acts
and things as the Company and Board are
authorised to exercise and do in respect
of any business or transaction for which
the respective Joint Managing Directors
are not vested with power and authority
or other matters of importance; provided
that the Committee shall not exercise any
power or do act or thing which is directed
or required to be exercised or done by the
Board or at a general meeting under the
provisions of the Companies Act, 1956 or
Memorandum and Articles of Association
of the company or by any other law for
the time being in force or by any statutory
authority.
2. Borrowing moneys from Banks, NBFCs,
companies, firms, and other institutions
by way of overdraft, cash credit, hire
purchase, lease and other funded and non-
funded facilities (i.e., guarantees, letters of
credit), lines of credit or otherwise and hire
purchase, leasing, bills discounting or any
other form of borrowings; provided that the
total amount so borrowed and outstanding
at any time shall not exceed ` 10,000 Crore
(Rupees Ten Thousand crore) and all such
borrowings shall be in the ordinary course
of business and be repayable on demand
except hire purchase and lease or the like
transactions.
3. To open, close banking accounts for the
company; and to determine the day to day
operations of all banking accounts of the
company and to authorise such persons,
as the Committee may determine from
time to time, for operating such accounts.
4. To delegate and empower officers of the
Company and its subsidiaries and other
persons to do such acts, deeds and
things as may be necessary in carrying
on the business of and in the interest of
the Company and to comply with statutory
requirements and such officers and
persons may be empowered by a deed of
power of attorney, which shall be executed
by any member of the Committee for and
on behalf of the Company.
5. To affix the Common Seal of the company to
any document, instrument in the presence
of Mrs.Sasikala Raghupathy, Chairman or
Mr.V.R.Mahadevan,Joint Managing Director
or Mr.A.Swaminathan, Joint Managing
Director & CEO or Mrs.Swarnamugi
Karthik, Director - Corporate Strategy of
the company wherever necessary and
countersigned by Mr. R. Ramesh Kumar,
President – Corporate & Secretary of the
company in terms of article 68 of Articles
of Association of the company.
6. To constitute sub-committee or working
group or task force to carry into effect
any business or transaction together with
such power and authority and discretion in
respect of matters delegated to them.
NOMINATION AND REMUNERATION
COMMITTEE
In terms of the Companies Act, 2013 and
Clause 49 of the Listing Agreement the
Compensation Committee was reconstituted
as Nomination and Remuneration Committee
by the Board of Directors on May 30, 2014
and the re-constituted Committee comprises
of Mr.M.S. Sundara Rajan, Chairman of
the Committee, Mr. S.R. Tagat, Mr.Gnana
Rajasekaran and Mrs.Sasikala Raghupathy,
Members of the Committee.
The terms of reference, powers and other
matters in relation to the Nomination and
Remuneration Committee are in accordance
with the applicable provisions of the
Companies Act, 2013 read with Companies
(Meetings of Board & its Powers) Rules,
2014 as amended from time to time and with
the SEBI (Employee Stock Option Scheme
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20 29
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Annual Report 2014-15
and Employee Stock Purchase Scheme)
Guidelines, 1999, as amended from time to
time.
The Nomination and Remuneration Committee
met twice during the year on November 12,
2014 and March 06, 2015.
The number of meetings attended by each
member of the Nomination and Remuneration
Committee is as follows:
Name of the Member No. of Meetings
attended
M.S.Sundara Rajan 2
S.R.Tagat 2
Gnana Rajasekaran 2
Sasikala Raghupathy 2
The company has formulated and adopted
a familiarization programme for independent
directors and the same is administered by the
Nomination and Remuneration committee. The
familiarization programme for Independent
Directors is uploaded in the website of
the company and web link for the same is
http://www.bgrcorp.com/policy/Familiariation_program.pdf
STAKEHOLDERS RELATIONSHIP
COMMITTEE
In terms of the Companies Act, 2013 and
Clause 49 of the Listing Agreement the
Shareholders and Investors Grievance
Committee was reconstituted as Stakeholders
Relationship Committee by the Board on May
30, 2014 and the reconstituted Committee
comprises of Mr. M. Gopalakrishna,
Chairman of the Committee, Mr. S.A.Bohra
and Mrs. Swarnamugi Karthik, Members
of the Committee. The Committee reviews
and redresses all investors’ grievances and
complaints in general including non-receipt
of dividend warrants, annual report and non-
receipt of refund amount in IPO, non-credit of
shares allotted in IPO and others.
During the Financial Year, the Company
received 102 complaints from investors
/ shareholders. All the complaints were
attended to as per applicable guidelines and
regulations. There are 2 complaints pending
before District Consumer Forum and 1
complaint pending before a Civil Court. As
at March 31, 2015, there were no pending
share transfers. The Committee met during
the year on November 12, 2014 and reviewed
the status of pending investor complaints and
steps taken by the Company.
Securities and Exchange Board of India
(SEBI) vide its circular dated June 3, 2011,
has commenced the processing of investor
complaints in a centralized web based
complaints redressal system ‘SEBI Complaint
Redressal System’ (“SCORES”). Pursuant to
this circular, all the complaints pertaining to
the company are sent electronically through
SCORES. The Company views and submits
Action Taken Reports (“ATRs”) along with
the supporting documents electronically in
SCORES.
The number of meetings attended by each
member of the Stakeholders Relationship
Committee is as follows:
Name of the Member No. of Meetings
attended
M. Gopalakrishna 1
S.A.Bohra 1
Swarnamugi Karthik 1
SHARE TRANSFER COMMITTEE
The Share transfer committee consists
of Mrs.Sasikala Raghupathy, Chairman,
Mr. S.R. Tagat, Director, Mr. V. R. Mahadevan,
Joint Managing Director and Mrs.Swarnamugi
Karthik, Director – Corporate Strategy as
members of the Committee.
The following are the terms of reference of the
Share Transfer Committee.
a) To approve remat request and issue
physical share certificates.
b) To approve and register, transfer and
transmission of equity shares.
c) To register power of attorney or any
similar documents.
d) To sub-divide, split, consolidate and
issue share certificates.
e) To affix or authorise affixation of
Common Seal of the Company to the
share certificates and
f) To do all such acts, things and
deeds as may be necessary and
incidental for the exercise of the
powers; provided that in doing so,
the Committee shall comply with the
provisions of the Companies Act,
Depositories Act, Listing Agreement,
Securities Contracts (Regulation) Act
and all other applicable laws.
Mr. R. Ramesh Kumar, President – Corporate &
Secretary acts as the secretary to all the Board
Committees except Committee of Directors of
which he is a member and secretary.
GENERAL MEETINGS
a) The last three Annual General Meetings
were held as per details given below:
Financial
Year
Date Time Venue
2013-14 September 25, 2014 3.00 P.M. Registered Office
2012-13 September 25, 2013 3.00 P.M. Registered Office
2011-12 September 21, 2012 3.00 P.M. Registered Office
b) Special resolution passed through postal
ballot –
No special resolution was passed through
postal ballot during the Financial Year 2014-15.
None of the business proposed to be
transacted in the ensuing Annual General
Meeting require passing a special resolution
through postal ballot.
CODE OF CONDUCT
The Board of Directors has adopted a
revised code of conduct, applicable to
directors and to employees of the Company
as per the Companies Act, 2013. This has
been uploaded on the Company’s website
www.bgrcorp.com for strict compliance. All
Board members and senior management
personnel have affirmed compliance to the
code. The declaration by the Joint Managing
Director & CEO under Clause 49 affirming
compliance with the code of conduct by
all members of the Board and the senior
management personnel for the year ended
March 31, 2015 is given below.
DECLARATION BY THE CEO UNDER
CLAUSE 49(II)(E) OF THE LISTING
AGREEMENT
To
The Members of BGR Energy Systems
Limited
I, A.Swaminathan, Joint Managing Director &
CEO of BGR Energy Systems Limited, to the
best of my knowledge and belief, declare that
all the members of the Board of Directors and
senior management personnel have affirmed
compliance with the code of conduct of the
Company for the year ended March 31, 2015.
A.Swaminathan
Joint Managing Director & CEO
Place:Chennai
Date: August 03, 2015
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Annual Report 2014-15
SUBSIDIARY COMPANIES
The Company has the following subsidiary
companies:
1. Progen Systems and Technologies
Limited;
2. BGR Boilers Private Limited;
3. BGR Turbines Company Private Limited
and
4. Sravanaa Properties Limited.
None of the subsidiaries is a material non-
listed subsidiary, as per the material subsidiary
policy of the Company. The material
subsidiary policy is uploaded in the website
of the company and the link for the same is
http://www.bgrcorp.com/policy/Material_subsidiary_policy.pdf
The Company monitors the performance
of its subsidiary, inter alia, by the following
means:
a) The financial statements, in particular
the investment made by the unlisted
subsidiary companies, if any, are
reviewed by the Audit Committee as
well as by the Board.
b) The minutes of Board meetings of the
subsidiaries are placed and noted at
the Board meetings of the Company.
c) The progress of subsidiaries namely
BGR Boilers Private Limited and BGR
Turbines Company Private Limited
are placed before the Board at
each meeting for review, control and
monitoring.
DISCLOSURES
Risk Management
The Company as part of Standard Operating
System and Procedure institutionalized Risk
Management covering risk identification,
mitigation and management measures. This
Risk Charter and Policy have been brought
to practice as part of internal control systems
and procedures. The Management has
applied the Risk Management Policy to
activities and processes of the business
and this is reviewed periodically by the
Board to ensure that executive management
manages risk through means of a properly
defined framework.
Related Party Transactions
(` in lakh)
Particulars
Subsidiary
Companies
Other
Companies
KMP Relatives
of KMP
For the
year
ended
March
31,2015
For the
year
ended
March
31,2014
Sales
- 3315 - - 3315 2736
Purchases
128740
3858 - -
132598
20952
Investment
made
- - - - - -
Sale of
Investment
- -
- - - 44
Remuneration
- -
422 39 461 626
Rent
expenses
18 92 - 44 154 158
Purchase
of xed
asset
- - - - - -
Sale of
xed
asset
0.12 4.25 - - 4 -
Others
- - - 25
25 25
Advance
given
1043 1551 - -
2594
39898
Repayment
of advance
given
- - - - - -
Guarantees
20 662 - - 682 712
Balance
outstanding
(22328)
855 - (36)
(21509)
37893
The Related Party Transaction policy of the
Company is uploaded in the website of the
company and the web link for the same is
http://bgrcorp.com/policy/Related_party_transactions_policy.pdf
COMPLIANCE WITH SECURITIES
LAWS
The Company diligently complies with laws
relating to securities and capital markets
during the last three years and no penalties
or strictures have been imposed on the
Company on any matters related to the capital
markets by the Stock Exchange, SEBI or any
other statutory authority except the following.
As per Clause 40A of the Listing Agreement
the Company was required to comply with the
minimum public shareholding requirements
specified in Rule 19 (A) of the Securities
Contracts (Regulation) Rules, 1957 and
accordingly the Company was required to
achieve the same on or before June 03, 2013.
The promoter group launched an Offer for
Sale on June 03, 2013 for sale of 44,22,830
shares constituting 6.13% of capital and
valid bids were received for 22,47,466
shares amounting to dilution of 3.12% only.
Thus the Company could not comply with
the requirement to the extent of 3.01%.
Consequently, SEBI in an interim order dated
June 04, 2013 inter alia frozen voting rights of
promoters in respect of shares held over 75%
and restrained the promoters and directors
from holding new directorship in listed entities
for non-compliance of the same. Thereafter,
the promoter group launched another Offer
for Sale on July 05, 2013 and divested the
balance 21,75,364 shares. The company had
thereby complied with the minimum public
shareholding requirement on and from July
05, 2013. The compliance has been intimated
to SEBI on July 11, 2013 with a request to
vacate the aforesaid interim order dated June
04, 2013. Subsequently, SEBI has called for
a personal hearing on August 07, 2013 and
passed the final order on September 04, 2013
completely revoking the directions made in its
interim order dated June 04, 2013.
WHISTLE BLOWER POLICY
The Company established a vigil mechanism
as per Clause 49 of the Listing Agreement
and Section 177(9) of the Companies Act,
2013 for directors and employees to report
genuine concerns of the Company. This Vigil
(Whistle Blower) mechanism provides a
channel to the Employees and Directors to
report to the management concerns about
unethical behaviour, actual or suspected
fraud or violation of the Codes of Conduct or
policy. The mechanism provides for adequate
safeguards against victimization of employees
and directors who avail of the mechanism and
also provide for direct access to the Vigilance
and Ethics Committee and Chairman of the
Audit Committee in exceptional cases. The
Whistle blower policy cum Vigil Mechanism of
the Company is uploaded in the website of
the company.
RECONCILIATION OF SHARE
CAPITAL AUDIT
A qualified Practicing Company Secretary
carries out reconciliation of share capital
audit to reconcile the total admitted capital
with National Securities Depository Limited
(“NSDL”) and the Central Depository Services
(India) Limited (“CDSL”) with the total issued,
paid-up and listed capital. The reconciliation
of share capital audit report confirms that
the total issued / paid-up / listed capital is in
Report on Corporate Governance
22 29
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Annual Report 2014-15
agreement with the total number of shares
in physical form and the total number of
dematerialized shares held with NSDL and
CDSL. This audit is carried out every quarter
and the report thereon is submitted to the
stock exchanges.
COMMUNICATION
The Company’s quarterly financial results,
after the Board’s approval are promptly
furnished to National Stock Exchange of
India Limited (NSE) and BSE Limited (BSE).
These financial results, in the prescribed
format, as per Clause 41 of the Listing
Agreements are published in leading English
National and vernacular newspaper (Telugu)
and also posted on the Company’s website
www.bgrcorp.com. Press Releases made
by the Company from time to time are also
displayed on the Company’s website.
In line with the circular no. NSE/LIST/C/2011
dated September 29, 2011 of the National
Stock Exchange of India Limited (“NSE”),
the Company from the quarter ended
September 30, 2011, uploads its quarterly
shareholding pattern and the Corporate
Governance report through NSE Electronic
Application Processing System (“NEAPS”),
which is a web based application designed
by National Stock Exchange for corporates,
in order to enhance the quality and speed
of submission and assist in moving towards
paperless submission of documents to the
exchange.
With effect from February 8, 2013, BSE
launched its Online Portal called BSE
Corporate Compliance & Listing Centre.
Periodical filings are being done through
BSE Listing Centre with effect from April 6,
2013.
GENERAL SHAREHOLDER INFORMATION
Day, date, time and venue of the 29th Annual
General Meeting:
AGM
Date
: September 24, 2015
Time &
Venue
:
3.00 P.M.Registered Office :
A-5, Pannamgadu Industrial
Estate, Ramapuram Post,
Sulurpet Taluk, Nellore District,
Andhra Pradesh 524 401.
As required under Clause 49 (VIII)(E)(i) of the
Listing Agreement with the Stock Exchanges,
particulars of Director seeking appointment/
re-appointment at the forthcoming annual
general meeting are given hereunder:
Profile of Director seeking appointment /
re-appointment :
Mr.V.R.Mahadevan, Joint Managing Director,
holds a Bachelor’s degree in Electrical
Engineering. He joined the company in
the year 1987 and served the company for
more than two decades in various capacities
and has proven leadership experience in
project management, engineering, sales
and business management. Mr. Mahadevan
is a member of Share transfer Committee
and Committee of Directors of the Company.
Mr. Mahadevan holds 716 equity shares of
the Company. Mr. Mahadevan is a director of
the companies given below:
Sl.
No.
Names of the Companies
1
GEA BGR Energy System India
Limited
2 BGR Boilers Private Limited
3
Germanischer Lloyd Industrial
Services India Private Limited
4
Govin Engineering and Constructions
Limited
5 Schmitz India Private Limited
6 Pragati Computers Limited
The details about the financial year,
results, book closure date and listing:
(a) Financial Year :
April 1, 2014 to March 31, 2015
(b) Publication of financial results:
Unaudited Results for the quarter ending
June 30, 2014 – On August 13, 2014.
Unaudited Results for the quarter and half
year ending September 30, 2014 - On
November 12, 2014.
Unaudited Results for the quarter and nine
months ending December 31, 2014 – On
February 13, 2015.
Audited Results for the year ending
March 31, 2015 – On May 29, 2015.
(c) Dates of Book closure :
September 21, 2015 to September 24,
2015.
(d) Listing on Stock Exchanges :
National Stock Exchange of India
Limited
BSE Limited
The listing fees for the Financial Year
2015 - 16 have been paid to the above
stock exchanges.
(e) Stock Code :
National Stock Exchange of India
Limited – BGRENERGY
BSE Limited – 532930
(f) Demat ISIN :
INE661I01014
DETAILS OF SHARES HELD IN
SUSPENSE ACCOUNT
S.
No.
Particulars (in No’s)
1 Aggregate number of
shareholders and the
outstanding shares in
the suspense account
lying at the beginning
of the year
123
shareholders
1722 shares
2 Number of
shareholders who
approached issuer for
transfer of shares from
suspense account
during the year
Nil
3 Number of
shareholders to
whom shares were
transferred from
suspense account
during the year
Nil
4 Aggregate number of
shareholders and the
outstanding shares in
the suspense account
lying at the end of the
year
123
shareholders
1722 shares
The voting rights in respect of the above
shares held in suspense account shall
remain frozen till the rightful owner of such
shares claims the shares.
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Report on Corporate Governance
24 29
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Annual Report 2014-15
SHAREHOLDING PATTERN AS ON MARCH 31, 2015
Sl No Category Shares Holders Percent
1 Promoter group - Individuals & Relatives 26872770 2 37.24
2 Promoter group - Corporate Bodies 27248400 1 37.76
3 Mutual Funds 1781246 4 2.47
4 Financial Institutions & Banks 51095 3 0.07
5 Insurance Companies 277443 2 0.38
6 Foreign Institutional Investors 1367040 19 1.89
7 Other Bodies Corporate 1619114 788 2.24
8 Foreign Companies 1804057 2 2.50
9 NRIs 400768 856 0.56
10 Trusts 98 2 0.00
11 Public 10255331 103049 14.21
12 Clearing Members 430891 288 0.60
13 Directors 18951 3 0.03
14 Foreign Portfolio Investor (Corporate) 34356 3 0.05
Total 72161560 105022 100
Report on Corporate Governance
2529
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Annual Report 2014-15
Registrar and Share Transfer Agent
Link Intime India Private Limited
C-13, Pannalal Silk Mills Compound
L.B.S. Marg, Bhandup West,
Mumbai - 400 078
Tel: 022 - 25946970,
Fax: 022 – 25946969
E-Mail: [email protected]
Contact Person: Ms. Udaya Rao
Associate Client Relations –
Corporate Registry
Shareholders are requested to correspond
with the Registrar and Share transfer agent
for transfer / transmission of shares, demat,
remat, change of address, nomination, all
queries pertaining to their shareholding,
dividend etc., at the address given above.
SHARE TRANSFER SYSTEM
Share transfers are processed and
approved, subject to receipt of all requisite
documents. The Company seeks to ensure
that all transfers are approved for registration
within the stipulated period. With a view to
expediting the approval process, the Board
of Directors has constituted Share Transfer
Committee to approve registration of transfer
of shares.
DEMATERIALISATION OF SHARES
AND LIQUIDITY
The Company’s shares are compulsorily
traded in dematerialised form and
are available for trading on both the
depositories, National Securities Depository
Limited (NSDL) and Central Depository
Services (India) Limited (CDSL). As on
March 31, 2015, except 1541 equity shares,
the remaining entire paid up equity share
capital were held in dematerialisation form
of which NSDL constitutes 93.29% and
CDSL constitutes 6.71%. The ISIN of the
Company’s equity shares is INE661I01014.
The Shares of the Company are actively
traded in National Stock Exchange of India
Limited and BSE Limited.
Outstanding GDRs/ ADRs
The Company has not issued Global Depository
Receipt / American Depository Receipt/ Warrant
or convertible instruments.
Plant Locations
1. 171, Panjetty Village, Ponneri Taluk, Ponneri,
Tamil Nadu.
2. Survey 167/1 & 173, Thurai Nallur village,
Puduvoyal Arni Road, Puduvoyal Post, Ponneri
Taluk, Tiruvallur District.
Major Project Locations
1. 1 x 600 MW coal based Thermal Power Plant
of TNEB at Mettur, Tamil Nadu.
2. 2 x 600 MW coal based Thermal Power Plant
of RRVUNL at Kalisindh, Rajasthan.
3. 2 x 500 MW coal based Thermal Power Plant
of MAHAGENCO at Chandrapur, Maharashtra.
4. 2 x 500 MW coal based Thermal Power Plant
of CSPGCL at Marwa, Chhattisgarh.
5. 2 X 660 MW coal based Thermal Power Plant of
Thermal Powertech Corporation India Limited
at Krishnapatnam, Andhra Pradesh.
6. 2 X 300 MW coal based Thermal Power Plant
of TRN Energy Private Limited; at Nawapara,
Chhattisgarh.
7. 2 x 660 MW Boiler and its auxillary project of
NTPC at Solapur, Maharashtra.
8. 2 x 660 MW Boiler and its auxillary project of
NTPC at Raghunathpur, West Bengal.
9. 2 x 800 MW STG and its auxillary project of
NTPC at Lara, Chhattisgarh
10. 2 X 660 MW BoP project of OPGCL, Odisha.
Name of the Compliance Officer and Address for
Correspondence
Mr. R. Ramesh Kumar,
President - Corporate & Secretary
BGR Energy Systems Limited
443, Anna Salai, Teynampet, Chennai 600 018
Tel : 044 - 24326171
Fax : 044 - 24360576
E-mail: investors@bgrenergy.com
NON MANDATORY REQUIREMENTS
The Company is taking steps to comply with the
non-mandatory requirements.
REQUEST TO INVESTORS
(a) Investors are requested to communicate
change of address, if any directly to the
Registrar and Share Transfer Agent of the
Company.
(b) Investors holding shares in electronic
form are requested to deal only with
their respective depository participant for
change of address, nomination facility
and bank account number.
(c) Investors holding the shares in physical
form should provide the National
Electronic Clearing Service (NECS)
mandate to the Company and investors
holding the shares in demat form
should ensure that correct and updated
particulars of their bank account are
available with depository participant (DP).
This would facilitate in receiving direct
credits of dividends, refunds, etc., from
the company and avoid postal delays
and loss in transit. Investor must update
new bank account number allotted
after implementation of Core Banking
Solution (CBS) to the Company in case
of shares held in physical form and to the
depository participant in case of shares
held in demat form.
(d) Investors should register their nomination
in case of physical shares with the
Company and in case of dematerialized
shares with their depository participant.
Nomination would help the nominees to
get the shares transmitted in favour of
nominees without any hassles. Investors
must ensure that nomination made is
in the prescribed form and must be
witnessed by two witnesses in order to
be effective. The Form may be obtained
from Link Intime India Private Limited,
Registrar & Share Transfer Agent of the
Company.
(e) The shareholders are requested to note
that it is mandatory to furnish a copy of
Permanent Account Number (“PAN”)
for registration of transfer of shares in
physical mode.
For and on behalf of
the Board of Directors
SASIKALA RAGHUPATHY
Chairman
Place : Chennai
Date : August 03, 2015
Report on Corporate Governance
26 29
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Annual Report 2014-15
CEO / CFO CERTIFICATION
To the Board of Directors
BGR ENERGY SYSTEMS LIMITED
We, A. Swaminathan, Joint Managing Director &
CEO and P. R. Easwar Kumar, President & Chief
Financial Officer of BGR Energy Systems Limited
to the best of our knowledge and belief certify that;
a) We have reviewed financial statements and the
Cash flow Statement of the Company for the
year 2014 – 15 :
i) these financial statements do not contain
any materially untrue statement or omit
any material fact or contain statements
that might be misleading ;
ii) these financial statements together present
a true and fair view of the company’s
affairs and are in compliance with existing
accounting standards, applicable laws and
regulations.
b) There are no transactions entered into by the
Company during the year which are fraudulent,
illegal or violative of the company’s code of
conduct.
c) We are responsible for establishing and maintaining
internal controls for financial reporting and that we
have evaluated the effectiveness of the internal
control systems of the company pertaining to
financial reporting and we have disclosed to the
auditors and the Audit Committee, deficiencies in
the design or operation of such internal controls,
if any, of which we are aware and the steps we
have taken or propose to take to rectify these
deficiencies.
d) We have indicated to the auditors and the Audit
Committee :
i) significant changes in internal control over
financial reporting during the year.
ii) significant changes in accounting policies
during the year and that the same have
been disclosed in the notes to the financial
statements ; and
iii) instances of significant fraud of which we
have become aware and the involvement
therein, if any, of the management or an
employee having a significant role in the
company’s internal control system over
financial reporting.
A. SWAMINATHAN P. R. EASWAR KUMAR
Joint Managing
Director & CEO
President &
Chief Financial Officer
Place : Chennai
Date : May 28, 2015
AUDITORS’ CERTIFICATE
To
The Members of BGR Energy Systems Limited
We have examined the compliance of conditions
of Corporate Governance by BGR Energy Systems
Limited (hereinafter referred to as ‘the Company’),
for the year ended March 31, 2015 as stipulated
in Clause 49 of the Listing Agreement of the said
Company with the Stock Exchanges.
The compliance of conditions of Corporate
Governance is the responsibility of the Management.
Our examination was limited to procedures and
implementation thereof, adopted by the Company
for ensuring the compliance of the conditions of the
Corporate Governance. It is neither an audit nor an
expression of opinion on the financial statements
of the Company.
In our opinion and to the best of our information and
according to the explanations given to us, we certify
that the Company has complied with the conditions
of Corporate Governance as stipulated in Clause
49 of the above mentioned Listing Agreement.
We state that such compliance is neither an
assurance as to the future viability of the Company
nor the efficiency or effectiveness with which the
Management has conducted the affairs of the
Company.
For Manohar Chowdhry & Associates
Chartered Accountants
Firm Registration No. 001997S
M.S.N.M. Santosh
Partner
Membership No. 221916
Place: Chennai
Date: 03
rd
August, 2015
Report on Corporate Governance
2729
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Annual Report 2014-15
ANNEXURE VII
EXTRACT OF ANNUAL RETURN
as on the financial year ended on 31/03/2015
[Pursuant to Section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies (Management and Administration) Rules, 2014]
I. REGISTRATION AND OTHER DETAILS:
(i) CIN L40106AP1985PLC005318
(ii) Registration Date 18-02-1985
(iii) Name of the Company BGR ENERGY SYSTEMS LIMITED
(iv) Category / Sub-Category of the Company Company Limited by shares
(v) Address of the Registered office and contact details A-5, Pannamgadu Industrial Estate, Ramapuram Post, Sullurpet Taluk,
Nellore Dist. Andhra Pradesh – 524 401.
Tel : 044-27900181, Fax:044-27948249
(vi) Whether listed company Yes
(vii) Name, Address and Contact details of Registrar and
Transfer Agent, if any
Link Intime India Private Limited
C-13, Pannalal Silk Mills Compound
L.B.S Marg, Bhandup (W), Mumbai – 400 078.
Tel : 022-2594 6970 Fax : 022- 2594 6969
II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY:
All the business activities contributing 10 % or more of the total turnover of the company shall be stated:-
S.No Name and Description of main products /
services
NIC Code of the Product/ service % to total turnover of the
company
1 Construction and maintenance of power plants 42201 87.27%
III. PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES :
S.No Name and address of the company CIN/GLN Holding /
Subsidiary /
Associate
% of shares
held
Applicable
Section
1. Progen Systems and Technologies Limited
No. 443, Anna Salai, Teynampet,
Chennai - 600018
U29141TN1994PLC026639 Subsidiary 69.67 % 2(87)(ii)
2. BGR Boilers Private Limited
No. 443, Anna Salai, Teynampet,
Chennai – 600018
U74200TN2009PTC070539 Subsidiary 70 % 2(87)(ii)
3. BGR Turbines Company Private Limited
No. 443, Anna Salai, Teynampet,
Chennai – 600018
U40300TN2009PTC070541 Subsidiary 74 % 2(87)(ii)
4. Sravanaa Properties Limited
No. 443, Anna Salai, Teynampet,
Chennai – 600018
U70200TN2002PLC049497 Subsidiary 100 % 2(87)(ii)
Extract of Annual Return
28 29
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Annual Report 2014-15
IV. SHARE HOLDING PATTERN (Equity Share Capital Breakup as percentage of Total Equity)
i) Category-wise Share Holding:
Category of Shareholders No. of Shares held at the beginning of the
year
No. of Shares held at the end of the year % of
Change
during the
Year
Demat Physical Total % of Total
Shares
Demat Physical Total % of Total
Shares
A. Promoters
(1) Indian
(a) Individual / HUF 26872770 0 26872770 37.24 26872770 0 26872770 37.24 0
(b) Central Govt 0 0 0 0 0 0 0 0 0
(c) State Govt (s) 0 0 0 0 0 0 0 0 0
(d) Bodies Corp. 27248400 0 27248400 37.76 27248400 0 27248400 37.76 0
(e) Banks / FI 0 0 0 0 0 0 0 0 0
(f) Any Other…. 0 0 0 0 0 0 0 0 0
Sub-Total (A) (1) 54121170 0 54121170 75 54121170 0 54121170 75 0
(2) Foreign
(a) NRIs - Individuals 0 0 0 0 0 0 0 0 0
(b) Other - Individuals 0 0 0 0 0 0 0 0 0
(c) Bodies Corp. 0 0 0 0 0 0 0 0 0
(d) Banks / FI 0 0 0 0 0 0 0 0 0
(e) Any Other…. 0 0 0 0 0 0 0 0 0
Sub-Total (A) (2) 0 0 0 0 0 0 0 0 0
Total Shareholding of
Promoter (A) = (A) (1) +
(A) (2)
54121170 0 54121170 75.00 54121170 0 54121170 75.00 0
B. Public Shareholding
1. Institutions
(a) Mutual Funds 1471324 0 1471324 2.04 1781246 0 1781246 2.47 0.43
(b) Banks/FI 109834 0 109834 0.15 51095 0 51095 0.07 -0.08
(c) Central Govt 0 0 0 0 0 0 0 0 0
(d) State Govt (s) 0 0 0 0 0 0 0 0 0
(e) Venture Capital funds 0 0 0 0 0 0 0 0 0
(f) Insurance Companies 233194 0 233194 0.32 277443 0 277443 0.38 0.06
(g) FIIs 1128056 0 1128056 1.56 1367040 0 1367040 1.89 0.33
(h) Foreign Venture
Capital Funds
0 0 0 0 0 0 0 0 0
(i) Others (Specify) 0 0 0 0 0 0 0 0 0
Sub-Total (B)(1) 2942408 0 2942408 4.08 3476824 0 3476824 4.82 0.74
(2) Non- Institutions
(a) Bodies Corp
i. Indian 2122496 0 2122496 2.94 1619114 0 1619114 2.24 -0.70
ii. Overseas 1804057 0 1804057 2.50 1804057 0 1804057 2.50 0
Extract of Annual Return
2929
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Annual Report 2014-15
Category of Shareholders No. of Shares held at the beginning of the
year
No. of Shares held at the end of the year % of
Change
during the
Year
Demat Physical Total % of Total
Shares
Demat Physical Total % of Total
Shares
(b) Individuals
i. Individual
shareholders holding
nominal share capital
up to ` 1 lakh
8868695 1496 8870191 12.29 9388111 1541 9389652 13.01 0.72
ii. Individual
shareholders holding
nominal share capital in
excess of ` 1 lakh
936258 0 936258 1.30 865679 0 865679 1.20 -0.10
(c ) Others (Specify) 18851 0 18851 0.03 18951 0 18951 0.03 0.00
(c-i) Directors
(c-ii) Clearing Member 985242 0 985242 1.37 430891 0 430891 0.60 -0.77
(c-iii) Trust 198 0 198 0.00 98 0 98 0.00 0.00
(c-iv) Non-Resident
Indians
307573 0 307573 0.43 332945 0 332945 0.46 0.03
(c-v) Non-Resident
Indians (Non-
Repatriable)
52866 0 52866 0.07 67823 0 67823 0.09 0.02
(c-vi) Foreign Portfolio
Investor
0 0 0 0.00 34356 0 34356 0.05 0.05
(c-vii) Foreign National 250 0 250 0.00 0 0 0 0.00 0.00
Sub-Total (B)(2) 15096486 1496 15097982 20.92 14562025 1541 14563566 20.13 -0.79
Total Shareholding of
Public = (B) (1) + (B) (2)
18038894 1496 18040390 25.00 18038849 1541 18040390 25.00 0.00
C. Shares held by
custodian for GDRs &
ADRs
Grand Total (A+B+C) 72160064 1496 72161560 100 72160019 1541 72161560 100 0.00
(ii) Shareholding of Promoters:
S.No Shareholders’ Name Shareholding at the beginning of the year Shareholding at the end of the year % of Change
during the
Year
No. of
Shares
% of total
Shares of the
company
%of Shares
Pledged /
encumbered
to total shares
No. of
Shares
% of total
Shares
of the
company
%of Shares
Pledged /
encumbered
to total shares
1 Mrs. Sasikala Raghupathy 26868450 37.23 0.00 26868450 37.23 0.00 0.00
2
BGR Investment Holdings
Company Limited
27248400 37.76 0.00 27248400 37.76 0.00 0.00
3 Mr.S.K. Sridhar 4320 0.01 0.00 4320 0.01 0.00 0.00
Total 54121170 75 0 54121170 75 0 0
(iii) Change in Promoters’ Shareholding :
There is no change in the shareholding of Promoter group during the year ended March 31, 2015.
Extract of Annual Return
30 29
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Annual Report 2014-15
(iv) Shareholding Pattern of top ten Shareholders (other than Directors, Promoters and Holders of GDRs and ADRs):
Sl.No. For each of the Top
10 shareholders
Reason Shareholding at the beginning of the year Cumulative Shareholding during the year
No. of shares % of total shares of the
Company
No. of shares % of total shares of the
Company
1. RELIANCE CAPITAL TRUSTEE CO. LTD. A/C RELIANCE DIVERSIFIED POWER SECTOR FUND
At the beginning of the year 1361213 1.89
Date wise Increase / Decrease in
Shareholding during the year
0 0.00 1361213 1.89
At the end of the year 1361213 1.89
2. CLIENT ROSEHILL LIMITED
At the beginning of the year 1156401 1.60
Date wise Increase / Decrease in
Shareholding during the year
0 0.00 1156401 1.60
At the end of the year 1156401 1.60
3. CVCIGP II EMPLOYEE ROSEHILL LIMITED
At the beginning of the year 647656 0.90
Date wise Increase / Decrease in
Shareholding during the year
0 0.00 647656 0.90
At the end of the year 647656 0.90
Sl. No.
For each of
the Top 10
shareholders
Reason Shareholding at the beginning of the year Cumulative Shareholding during the year
No. of shares % of total shares of the
Company
No. of shares % of total shares of
the Company
4. GOVERNMENT OF THE PROVINCE OF ALBERTA MANAGED BY COMGEST S.A
At the beginning of the year 0 0.00
19-09-2014 Transfer 90729 0.13 90729 0.13
30-09-2014 Transfer 129660 0.18 220389 0.31
03-10-2014 Transfer 12196 0.02 232585 0.32
10-10-2014 Transfer 39140 0.05 271725 0.38
17-10-2014 Transfer 66636 0.09 338361 0.47
24-10-2014 Transfer 1339 0.00 339700 0.47
At the end of the year 339700 0.47
5. RELIANCE EMERGENT INDIA FUND
At the beginning of the year 310000 0.43
Date wise Increase / Decrease in
Shareholding during the year
0 0.00 310000 0.43
At the end of the year
310000 0.43
Extract of Annual Return
3129
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Annual Report 2014-15
Sl. No. For each of
the Top 10
shareholders
Reason Shareholding at the beginning of the year Cumulative Shareholding during the year
No. of shares % of total shares
of the Company
No. of shares % of total shares
of the Company
6. R. RAJENDRAN
At the beginning of the year 287189 0.40
Date wise Increase / Decrease in
Shareholding during the year
0 0.00 287189 0.40
At the end of the year 287189 0.40
7. MV SCIF MAURITIUS
At the beginning of the year 206982
04-04-2014 Transfer 4632 0.01 211614 0.29
11-04-2014 Transfer 16212 0.02 227826 0.32
02-05-2014 Transfer 4630 0.01 232456 0.32
09-05-2014 Transfer 16205 0.02 248661 0.34
16-05-2014 Transfer 39380 0.05 288041 0.40
23-05-2014 Transfer 4630 0.01 292671 0.41
30-05-2014 Transfer 16225 0.02 308896 0.43
06-06-2014 Transfer 16160 0.02 325056 0.45
13-06-2014 Transfer 60008 0.08 385064 0.53
20-06-2014 Transfer -15 0.00 385049 0.53
30-06-2014 Transfer -11648 -0.02 373401 0.52
04-07-2014 Transfer 13938 0.02 387339 0.54
11-07-2014 Transfer -2324 0.00 385015 0.53
18-07-2014 Transfer -11625 -0.02 373390 0.52
25-07-2014 Transfer 11615 0.02 385005 0.53
08-08-2014 Transfer -9304 -0.01 375701 0.52
15-08-2014 Transfer -13957 -0.02 361744 0.50
22-08-2014 Transfer -16289 -0.02 345455 0.48
30-09-2014 Transfer -22264 -0.03 323191 0.45
10-10-2014 Transfer -21294 -0.03 301897 0.42
17-10-2014 Transfer -9464 -0.01 292433 0.41
24-10-2014 Transfer -14220 -0.02 278213 0.39
31-10-2014 Transfer -787 0.00 277426 0.38
14-11-2014 Transfer 1616 0.00 279042 0.39
Extract of Annual Return
32 29
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Annual Report 2014-15
Sl. No. For each of the Top
10 shareholders
Reason Shareholding at the beginning of the year Cumulative Shareholding during the year
No. of shares % of total shares of
the Company
No. of shares % of total shares of
the Company
21-11-2014 Transfer -854 0.00 278188 0.39
05-12-2014 Transfer 4882 0.01 283070 0.39
12-12-2014 Transfer 2348 0.00 285418 0.40
19-12-2014 Transfer -7008 -0.01 278410 0.39
31-12-2014 Transfer -45920 -0.06 232490 0.32
02-01-2015 Transfer 6404 0.01 238894 0.33
13-02-2015 Transfer 5859 0.01 244753 0.34
27-03-2015 Transfer -10450 -0.01 234303 0.32
31-03-2015 Transfer 1974 0.00 236277 0.33
At the end of the year 236277 0.33
8. THE ORIENTAL INSURANCE COMPANY LIMITED
At the beginning of the year 184971 0.26
Date wise Increase / Decrease in
Shareholding during the year
0 0.00 184971 0.26
At the end of the year 184971 0.26
9. DIMENSIONAL EMERGING MARKETS VALUE FUND
At the beginning of the year 82794 0.11
13-06-2014 Transfer 21925 0.03 104719 0.15
20-06-2014 Transfer 19009 0.03 123728 0.17
30-06-2014 Transfer 5413 0.01 129141 0.18
04-07-2014 Transfer 8848 0.01 137989 0.19
18-07-2014 Transfer 7390 0.01 145379 0.20
08-08-2014 Transfer 17561 0.02 162940 0.23
15-08-2014 Transfer 6872 0.01 169812 0.24
At the end of the year 169812 0.24
10. THE EMERGING MARKETS SMALL CAP SERIES OF THE DFA INVESTMENT TRUST COMPANY
At the beginning of the year 0 0.00
30-05-2014 Transfer 15061 0.02 15061 0.02
06-06-2014 Transfer 21913 0.03 36974 0.05
13-06-2014 Transfer 31144 0.04 68118 0.09
20-06-2014 Transfer 21237 0.03 89355 0.12
30-06-2014 Transfer 17426 0.02 106781 0.15
04-07-2014 Transfer 8821 0.01 115602 0.16
11-07-2014 Transfer 13977 0.02 129579 0.18
18-07-2014 Transfer 4989 0.01 134568 0.19
25-07-2014 Transfer 12743 0.02 147311 0.20
01-08-2014 Transfer 14547 0.02 161858 0.22
At the end of the year 161858 0.22
Extract of Annual Return
3329
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Annual Report 2014-15
(v) Shareholding of Directors and Key Managerial Personnel:
S.No For Each of the Directors and KMP Shareholding at the
beginning of the year
Cumulative Shareholding
during the year
No. of
shares
% of total
shares of the
company
No. of shares % of total
shares of the
company
1. Mr. A. Swaminathan, Joint Managing Director & CEO
At the beginning of the year 18000 0.03
Date wise Increase / Decrease in Shareholding during the
year (Acquisition)
100 0.00 18100 0.03
At the End of the year 18100 0.03
2. Mr. V.R. Mahadevan, Joint Managing Director
At the beginning of the year 716 0.00
Date wise Increase / Decrease in
Shareholding during the year
0 0.00 716 0.00
At the End of the year 716 0.00
3. Mr. S.R. Tagat, Director
At the beginning of the year 135 0.00
Date wise Increase / Decrease in
Shareholding during the year
0 0.00 135 0.00
At the End of the year 135 0.00
4. Mrs. Sasikala Raghupathy, Chairman
At the beginning of the year 26868450 37.23
Date wise Increase / Decrease in Shareholding during the
year
0 0.00 26868450 37.23
At the End of the year 26868450 37.23
5. Mr. R. Ramesh Kumar, Company Secretary, KMP
At the beginning of the year 5546 0.01
Date wise Increase / Decrease in Shareholding during the
year
0 0 5546 0.01
At the End of the year 5546 0.01
6. Mr. P.R. Easwar Kumar, Chief Financial Offer, KMP
At the beginning of the year 7355 0.01
Date wise Increase / Decrease in Shareholding during the
year
0 0 7355 0.01
At the End of the year 7355 0.01
Extract of Annual Return
34 29
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Annual Report 2014-15
V. INDEBTEDNESS:
Indebtedness of the Company including interest outstanding/accrued but not due for payment
(` in Lakhs)
Secured Loans
excluding
deposits
Unsecured
Loans
Deposits Total
Indebtedness
Indebtedness at the beginning of the financial year
i) Principal Amount 201916 - - 201916
ii) Interest due but not paid - - - -
iii) Interest accrued but not due 154 - - 154
Total (i+ii+iii) 202070 - - 202070
Change in Indebtedness during the financial year
Addition 118216 - - 118216
Reduction (108002) - - (108002)
Net Change 10214 - - 10214
Indebtedness at the end of the financial year
i) Principal Amount 211743 - - 211743
ii) Interest due but not paid - - - -
iii) Interest accrued but not due 540 - - 540
Total (i+ii+iii) 212283 - - 212283
VI. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL:
A. Remuneration to Managing Director, Whole-time Directors and/or Manager:
(` in Lakhs)
S.No Particulars of Remuneration Name of MD/WTD/Manager Total
Amount
Mr. A. Swaminathan,
Joint Managing
Director & CEO
Mr. V.R. Mahadevan
Joint Managing
Director
Mrs. Swarnamugi
Karthik
Director – Corporate
Strategy
1 Gross salary
(a) Salary as per provisions
contained in section 17(1) of
the Income-tax Act, 1961
173.45 123.56 83.01 380.02
(b) Value of perquisites u/s 17(2)
of the Income-tax Act, 1961
0.40 0.40 0.00 0.80
(c) Profits in lieu of salary under
section 17(3) of the Income-
tax Act, 1961
- - - -
2 Stock Option - - - -
3 Sweat Equity - - - -
4
Commission
- as % of profit
- others, specify…
-
-
-
-
-
-
-
-
5 Others, please specify - - - -
Total (A) 173.85 123.96 83.01 380.82
Ceiling as per the Act 10 % of the net profits calculated as per Section198 of the Companies Act, 2013
Extract of Annual Return
3529
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Annual Report 2014-15
B Remuneration to other Directors:
(` in Lakhs)
Particulars of
Remuneration
Name of Directors Total
Amount
Mr.S.R.Tagat Mr.S.A.Bohra Mr.
Heinrich
Bohmer
Mr.M.Gopalakrishna Mr. Gnana
Rajasekaran
Mr.
M.S.Sundara
Rajan
Independent Directors
• Fee for attending board /
committee meetings
4.20 5.00 3.00 3.80 4.60 3.60 24.20
• Commission 0 0 0 0 0 0 0
• Others, please specify 0 0 0 0 0 0 0
Total (1) 4.20 5.00 3.00 3.80 4.60 3.60 24.20
Other Non-Executive
Directors
• Fee for attending board /
committee meetings
Mrs. Sasikala
Raghupathy
4.60
4.60
• Commission 0 0
• Others, please specify 0 0
Total (2) 4.60 4.60
Total (B) = (1)+(2) 0 28.80
Total Managerial
Remuneration
409.62
Overall Ceiling as per the
Act
11% of the net profits of the Company calculated as per Section 198 of the Companies Act, 2013.
C. Remuneration to other Directors key managerial personnel other than MD/MANAGER/WTD:
(` in Lakhs)
S.No Particulars of Remuneration Key Managerial Personnel
Company Secretary
Mr.R.Ramesh Kumar
Chief Financial Officer
Mr.P.R.Easwar Kumar
Total
1 Gross Salary - - -
(a) Salary as per provisions contained in Section 17(1)
of the Income-tax Act, 1961
105.16 106.43 211.59
(b) Value of perquisites u/s 17(2) of the Income-tax
Act, 1961
0.40 0.40 0.80
(c) Profits in lieu of salary under Section 17(3) of the
Income-tax Act, 1961
- - -
2 Stock Option - - -
3 Sweat Equity - - -
4 Commission
- as % of profit
- others, specify…
-
-
-
-
-
-
5 Others, please specify - - -
Total 105.56 106.83 212.39
Extract of Annual Return
36 29
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Annual Report 2014-15
VII. PENALTIES / PUNISHMENT/ COMPOUNDING OF OFFENCES:
Type Section of the
Companies
Act
Brief
Description
Details of
Penalty /
Punishment/
Compounding
fees imposed
Authority
[RD /
NCLT/
COURT]
Appeal made, if any
(give Details)
A. COMPANY
Penalty
NILPunishment
Compounding
B. DIRECTORS
Penalty
NIL
Punishment
Compounding
C. OTHER OFFICERS IN DEFAULT
Penalty
NIL
Punishment
Compounding
Extract of Annual Return
3729
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Annual Report 2014-15
Management Discussion & Analysis
ANNEXURE VIII
OPERATING HIGHLIGHTS OF
FINANCIAL YEAR 2014-15
During the year, the Company has successfully
commissioned the 1x600 MW Mettur thermal
power plant. The plant has achieved commercial
operation and has been handed over to the client
TNEB for regular operations.
Another major milestone for the Company was
the successful achievement of commercial
operation date for Unit 1 of the 2 x 660 MW
Krishnapatnam Project, which was the first Super
Critical BoP project undertaken by the Company.
The Company has also achieved commercial
operation date for Unit 1 of the 2 x 600 MW EPC
Kalisindh Project and the Unit is currently under
commercial operation by the client, RRVUNL.
Unit 2 of 2 X 600 MW EPC of Kalisindh Project
has been synchronised and coal firing completed.
Project completion is scheduled during the current
financial year.
2 X 500 MW BoP with BTG Civil works – Marwa
Project: Unit 1 has achieved full load operation
with coal firing and Unit 2 has been synchronised
with oil firing. Project completion is expected
during the current financial year.
Work on 2 X 660 MW Boiler and its auxiliary –
NTPC Solapur and Meja projects, 2 X 800 MW
STG and its auxiliary – NTPC Lara Project and
2 X 660 MW OPGCL Project, Orissa are
progressing at a brisk pace.
Environmental Engineering Division (EED) has
successfully manufactured and supplied the
largest Deaerator in India to Nuclear Power
Corporation of India Limited (NPCIL) for their
2x700 MW Kakrapar Plant. This is the largest
ever Deaerator supplied by the Company. For
the first time, the Deaerator and the Storage Tank
were built and transported as single package.
INDUSTRY OUTLOOK
The year 2014 was a watershed in the Indian
political landscape; ushering in a new government
with a strong mandate at the Centre. With the
gradual reduction in inflationary pressures and
further softening in the interest rate by RBI in the
next 6-12 months, the Indian economy is all set
to witness growth in GDP in the coming years.
IMF, World Bank and international rating agencies
have projected the GDP of the Indian economy
to clock 7.2% - 7.5% in FY16 and likely to grow
further in the coming years.
For a boost in GDP growth, for the ambitious
‘Make in India’ campaign to materialize and for
our country to become a global manufacturing
hub, the Indian economy would require more
electricity. The government is committed to its
dream to provide 24 X 7 power across the country
in the years to come and this augers well for
the power sector. The recently concluded coal
block auctions is already being hailed as the
biggest game changer for the power sector in
2015. Capacity addition in the power sector, by
way of completion of the stalled projects and
new power projects to be announced soon, is
expected to happen at a frenetic pace in the
years to come. The speed and commitment
exhibited by the Government in taking policy
decisions in areas like infrastructure, defence,
housing etc. to boost the growth rate of the
Indian economy is very positive for the economy
and industry in general and the power sector
in particular.
India’s total power generation grew at an
aggressive pace of 9% during the first eleven
months of the financial year 2014-15. This growth
was fuelled by impressive performance by
thermal power segment, which clocked an 11.7%
growth rate. As per CEA, total power generation
target for 2015-16 is 1,136 billion units, a growth
of approximately 8.2 per cent. Thermal power
generation is expected to contribute about 85%
of this output. Out of the targeted capacity
addition of 88,537 MW during the 12th Plan,
61,014.12 MW (i.e. 69%) had been achieved
till March ’15.
SALES
The BoP, EPC and Construction segment has
achieved turnover of ` 3119 crores, at the same
level of the turnover achieved last year, inspite
of order slowdown in the power sector during
the last 3 years. The capital goods segment
achieved turnover of ` 246 crores registering
a growth of 33% over last year.
Despite challenging market conditions, Air Fin
Cooler division delivered 24% higher Turnover
at ` 172 crores compared to FY 2013-14. The
Electrical Projects Division delivered Order Book
growth of 135% at ` 287 crores and Turnover
growth of 92% over FY 2013-14. The Air Fin
Cooler and the Electrical Projects division have
drawn up aggressive plans to deliver higher
turnover and better margins during FY 2015-16.
The Oil and Gas division has been geared up
to focus on EPC opportunities in the domestic
and overseas markets.
Financial Performance (Standalone):
Description Unit FY 13-14 FY 14-15
Income from
Operations
`
Crores 3296 3365
EBIDTA
`
Crores 393 309
EBIDTA % 11.9 9.2
PBT
`
Crores 192 79
PAT
`
Crores 110 42
Networth
`
Crores 1304 1344
PBT Ratio % 5.8 2.3
PAT Ratio % 3.3 1.3
Return on Networth % 8.4 3.1
Employee Cost to
Turnover
% 5.6 4.8
Overheads to
Turnover
% 3.2 2.2
Interest Cost to
Turnover
% 5.5 6.1
38 29
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Annual Report 2014-15
STRENGTH AND OPPORTUNITIES
• Track record of successful execution of
large power contracts
• In-house design and engineering capability
• In-house capability to undertake and
execute BoP packages.
• Capability to manage multiple projects
simultaneously
• Professional management and expertise
in project management
• Cost Competitiveness
• Well experienced and motivated employees
with a good balance of young talent and
experienced leadership team.
The company is well placed to undertake
contracts based on Customer requirement
both in India and overseas.
INTERNAL CONTROL AND AUDIT
SYSTEMS
As part of the audit system, the company has
in-house experienced System Auditor and
Works Auditor. For each division an external
firm of Auditors carries out Internal Audit. For
the Power Projects division, for each project,
a separate external audit firm carries out
the internal audit on a monthly basis. The
detailed audit plan is well documented and
audit scope is reviewed every year to include
key processes that need improvements and
address new compliance requirements. The
detailed audit plan approved by the Audit
Committee is rolled out at the beginning of
each year. In addition, all payments to vendors
are subjected to pre-audit by an external audit
team before physical release of the payment.
The statutory auditors carry out the required
audit and compliance checks and review the
control systems in place. The Chairman of
audit committee, key project personnel and
the Finance team discuss the audit reports
of the internal auditors, pre auditors and in-
house auditors in detail every quarter and a
time bound action plan is initiated to address
the key audit issues that need improvement
and resolution. A summary of key audit
observations and action taken to fix the issues
is reviewed by the Audit Committee members
in the quarterly audit committee meeting. The
present internal control and audit systems are
considered to be adequate.
RISK MANAGEMENT
The business of the Company encompasses
design at offices, manufacturing at factories
and project sites, civil and mechanical
construction, erection and commissioning
of equipment’s / packages. The company
has a well documented Standard Operating
Systems and Procedures (SOSP). The SOSP
mandates concerned officers of the company
to review, identify and take timely mitigative
steps to manage these risks on an ongoing
basis. SOSP’s are periodically reviewed and
updated. Delegation of Authority is reviewed
each year to ensure that the business
requirements and the commitments made to
customers are met and procedural checks
and balances are improved. An experienced
team of contract specialists in the Company
review all contractual documents with the
customers and the vendors in detail to
ensure that all risks associated with the
terms of contract are identified and mitigated
by suitable alternatives / plan. The Audit
Committee regularly reviews the steps taken
by the Company to identify, address and
mitigate key operating and financial risks.
HUMAN RESOURCE DEVELOPMENT
The continuous focus on talent building over
the last few years have yielded very good
results and the company has in place a
strong team of experienced and competent
professionals. During the year the Company
implemented certain employee centric
initiatives to improve employee engagement
and motivate the employees to be result
oriented. Employee training and development
activities were stepped up during the year.
With a view to ensure competitiveness and
effectiveness in operations, the Company
continued its manpower rationalization
measures across its sites and corporate
office during the year.
As a step forward towards institutionalization
of contemporary people processes, a HR
study was undertaken facilitated by renowned
external HR Consultants. With a view to ensure
participative approach, the consultants had
interacted with a number of employees in
order to elicit their views and expectations.
Consequently, the areas of improvements
were identified and brainstormed and based
on their recommendations, a number of new
Employee Engagements initiatives have been
introduced in the areas of improving work-life
balance, creating better living conditions at
project sites, launch of interactive Intranet
portal, organizing sports and cultural events
etc which have been received well by the
employees. These initiatives have gone a long
way to boost the morale of the employees and
many more such initiatives are in the offing.
The manpower strength of the Company as
on 31
st
March 2015 was 1689.
Management Discussion & Analysis
16.00%
14.00%
12.00%
11.30%
11.40%
13.70%
13.89%
11.96%
9.20%
10.00%
8.00%
6.00%
4.00%
09-10
09-10
09-10
10-11
10-11
10-11
11-12
11-12
11-12
12-13
12-13
12-13
13-14
13-14
13-14
Year
Year
Year
Year
EBIDTA - %
EPS Rs
EBIDTA - %
SALES
PAT
14-15
14-15
14-15
5.84
15.24
22.68
30.98
44.97
27.92
50
50
100
150
200
250
201
324
224
164
110
42
0
35
45
30
40
25
20
15
5
10
0
Rs Crore Rs Crore
3929
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Annual Report 2014-15
This Page is intentionally left blank
40 29
th
Annual Report 2014-15
TO THE MEMBERS OF
BGR ENERGY SYSTEMS LIMITED
Report on the Standalone Financial
Statements
We have audited the accompanying standalone
financial statements of BGR Energy Systems
Limited (“the Company”), which comprise the
Balance Sheet as at March 31, 2015, the Statement
of Profit and Loss, the Cash Flow Statement for
the year then ended, and a summary of the
significant accounting policies and other
explanatory information.
MANAGEMENT’S RESPONSIBILITY
FOR THE STANDALONE FINANCIAL
STATEMENTS
The Company’s Board of Directors is responsible
for the matters stated in Section 134(5) of the
Companies Act, 2013 (“the Act”) with respect
to the preparation & presentation of these
standalone financial statements that give a true
and fair view of the financial position, financial
performance and cash flows of the Company
in accordance with the accounting principles
generally accepted in India, including the
Accounting Standards specified under Section
133 of the Act, read with Rule 7 of the Companies
(Accounts) Rules, 2014. This responsibility also
includes maintenance of adequate accounting
records in accordance with the provisions of
the Act for safeguarding of the assets of the
Company and for preventing and detecting
frauds and other irregularities; selection and
application of appropriate accounting policies;
making judgments and estimates that are
reasonable and prudent; and design,
implementation and maintenance of adequate
internal financial controls, that were operating
effectively for ensuring the accuracy and
completeness of the accounting records, relevant
to the preparation and presentation of the
financial statements that give a true and fair
view and are free from material misstatement,
whether due to fraud or error.
AUDITORS’ RESPONSIBILITY
Our responsibility is to express an opinion on
these standalone financial statements based
on our audit.
We have taken into account the provisions of
the Act, the accounting and auditing standards
and matters which are required to be included
in the audit report under the provisions of the
Act and the Rules made thereunder.
We conducted our audit in accordance with the
Standards on Auditing specified under Section
143(10) of the Act. Those Standards require
that we comply with ethical requirements and
plan and perform the audit to obtain reasonable
assurance about whether the financial statements
are free from material misstatement.
An audit involves performing procedures to
obtain audit evidence about the amounts and
the disclosures in the financial statements. The
procedures selected depend on the auditor’s
judgment, including the assessment of the risks
of material misstatement of the financial statements,
whether due to fraud or error. In making those
risk assessments, the auditor considers internal
financial control relevant to the Company’s
preparation of the financial statements that give
a true and fair view in order to design audit
procedures that are appropriate in the
circumstances but not for expressing an opinion
whether the Company has in place an adequate
internal financial control system over financial
reporting and operating effectiveness of such
controls. An audit also includes evaluating the
appropriateness of the accounting policies used
and the reasonableness of the accounting
estimates made by the Company’s Directors,
as well as evaluating the overall presentation
of the financial statements.
We believe that the audit evidence we have
obtained is sufficient and appropriate to provide
a basis for our audit opinion on standalone
financial statements.
OPINION
In our opinion and to the best of our information
and according to the explanations given to us,
the aforesaid standalone financial statements
give the information required by the Act in the
manner so required and give a true and fair
view in conformity with the accounting principles
generally accepted in India, of the state of affairs
of the Company as at March 31, 2015, and its
profit and its cash flows for the year ended on
that date.
REPORT ON OTHER LEGAL AND
REGULATORY REQUIREMENTS
1) As required by the Companies (Auditor’s
Report) Order, 2015 (“the Order”), issued
by the Central Government of India in terms
of sub-section (11) of Section 143 of the
Act, we give in the Annexure a statement
on the matters specified in paragraphs 3
and 4 of the Order, to the extent applicable.
2) As required by Section 143(3) of the Act,
we report that:
a. we have sought and obtained all the
information and explanations which to
the best of our knowledge and belief were
necessary for the purposes of our audit;
b. in our opinion, proper books of account
as required by law have been kept by the
Company so far as it appears from our
examination of those books;
c. the Balance Sheet, the Statement of Profit
and Loss, and the Cash Flow Statement
dealt with by this Report are in agreement
with the books of account;
d. in our opinion, the aforesaid standalone
financial statements comply with the
Accounting Standards specified under
Section 133 of the Act, read with Rule 7
of the Companies (Accounts) Rules, 2014;
e. on the basis of the written representations
received from the directors and taken on
record by the Board of Directors, none
of the directors is disqualified as on March
31, 2015, from being appointed as a
director in terms of Section 164(2) of the
Act;
f. with respect to the other matters to be
included in the Auditor’s Report in
accordance with Rule 11 of the Companies
(Audit and Auditors) Rules, 2014, in our
opinion and to the best of our information
and according to the explanations given
to us:
i. The Company has disclosed the impact
of pending litigations on its financial position
in its financial statements – Refer Note
nos. 12.1, 12.2 and 35 to the standalone
financial statements;
ii. The Company has made provision, as
required under the applicable law or
accounting standards, for material
foreseeable losses, if any, and as required
on long-term contracts including derivative
contracts; and
iii. There has been no delay in transferring
amounts, required to be transferred, to
the Investor Education and Protection
Fund by the Company.
For Manohar Chowdhry & Associates
Chartered Accountants
Firm Registration Number: 001997S
M.S.N.M. Santosh
Partner
Membership Number: 221916
Place: Chennai
Date:May 28, 2015
Independent Auditors’ Report
4129
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Annual Report 2014-15
The Annexure referred to in paragraph 1
under the heading “Report on Other Legal and
Regulatory Requirements” of our Independent
Auditors’ Report to the members
of BGR ENERGY SYSTEMS LIMITED for the
year ended March 31, 2015, we report that:
(i) (a) The Company is maintaining proper
records showing full particulars,
including quantitative details and
situation of fixed assets; and
(b) The Company has a regular program of
physical verification of its fixed assets
by which fixed assets are verified in a
phased manner on a rotation basis. In
accordance with this program, certain
fixed assets were verified during the
year and no material discrepancies
were noticed on such verification. In our
opinion, this periodicity of physical
verification is reasonable having regard
to the size of the Company and the
nature of its assets.
(ii) (a) The Management has conducted
physical verification of inventory at
reasonable intervals during the year;
(b) In our opinion, the procedures of
physical verification of inventory
followed by the management are
reasonable and adequate in relation to
the size of the Company and the nature
of its business; and
(c) Based on our verification of the records,
we are of the opinion that the Company
is maintaining proper records of
inventory. There are no material
discrepancies noticed between book
stock and physical stock on physical
verification conducted by the
management.
(iii) The Company has granted interest free
unsecured loans to 5 parties covered in
the register maintained under section
189 of the Act as on March 31, 2015:
(a) In our opinion and on verification of the
books of accounts, in respect of the
above mentioned loans, there has been
no regular repayment of the principal
amount during the year; and
(b) In our opinion, in respect of the above
mentioned loans, reasonable steps
have been taken by the Company for
recovery of principal amount.
(iv) In our opinion and according to the
information and explanations given to
us, there exists an adequate internal
control system commensurate with the
size of the Company and the nature of
its business, for the purchase of
inventory, fixed assets and for the sale
of goods and services. Further, on the
basis of our examination of the books
and records of the Company, and
according to the information and
explanations given to us, we have
neither come across nor have been
informed of any continuing failure to
correct major weaknesses in aforesaid
internal control system.
(v) The Company has not accepted any
deposits from the public within the
meaning of section 73 and 74 of the Act
and the rules framed there under to the
extent notified. Therefore, the provisions
of clause (v) of the Companies (Auditor’s
Report) Order, 2015, are not applicable
to the Company.
(vi) We have broadly reviewed the cost
records maintained by the Company as
specified by the Central Government
under Section 148(1) of the Act and are
of the opinion that prima facie the
prescribed cost records have been
maintained. We have, however, not
made a detailed examination of the cost
records with a view to determine
whether they are accurate or complete.
(vii) (a) In our opinion and according to the
information given to us and on the
basis of our examination of the
records of the Company, amounts
deducted/accrued in the books of
account in respect of undisputed
statutory dues including Provident
Fund, Employees’ State Insurance,
Profession Tax, Income-tax, Sales-
tax, Value Added Tax, Works Contract
Tax, Wealth Tax, Service tax, Customs
Duty, Excise Duty, Cess and other
statutory dues have generally been
regularly deposited during the year
by the Company with the appropriate
authorities.
According to the information and
explanations given to us and on the
basis of our examination of the
records of the Company, no
undisputed amounts payable in
respect of Provident Fund,
Employees’ State Insurance,
Profession Tax, Income-tax, Sales-
tax, Value Added Tax, Works
Contract Tax, Wealth Tax, Service
tax, Customs Duty, Excise Duty,
Cess were in arrears as at March 31,
2015, for a period of more than six
months from the date they became
payable;
(b) As per the information and
explanations given to us, the
following are the details of statutory
dues which have not been deposited
by the Company on account of
disputes:
Annexure to the Independent Auditors’ Report
42 29
th
Annual Report 2014-15
Name of the Statute Nature of the Dues
Amount
(` in
lakhs)
Financial
year
Forum in which the Appeal is lying in
Central Sales Tax Act, 1956 Central Sales Tax 4.20
1997-98
The Honorable High Court, Andhra Pradesh.
Central Sales Tax Act, 1956 Central Sales Tax 35.03
1997-98
The Honorable High Court, Andhra Pradesh.
Andhra Pradesh Value Added Tax
Act, 2005
Andhra Pradesh Sales Tax 0.12
1998-99
Commercial Tax officer, Andhra Pradesh.
Tamil Nadu General Sales Tax Act, 1959 Tamil Nadu Sales Tax 0.11
1999-00
Commercial Tax officer, Tamil Nadu.
Tamil Nadu General Sales Tax Act, 1959 Tamil Nadu Sales Tax 2.21
2001-02
Sales Tax Appellate Tribunal, Chennai, Tamil Nadu.
Central Sales Tax Act, 1956 Central Sales Tax 4.95
*
2004-05
Sales Tax Appellate Tribunal, Vishakapatnam, Andhra Pradesh
Andhra Pradesh Value Added Tax Act, 2005 Andhra Pradesh VAT Act 0.52 2006-07 Sales Tax Appellate Tribunal, Vishakapatnam, Andhra Pradesh.
Central Sales Tax Act, 1956 Central Sales Tax 77.70
*
2006-07 Appellate Deputy Commissioner, Kancheepuram, Tamil Nadu.
Central Sales Tax Act, 1956 Central Sales Tax 210.18
*#
2007-08 Appellate Deputy Commissioner, Kancheepuram, Tamil Nadu.
Andhra Pradesh Value Added Tax Act, 2005 Andhra Pradesh Sales Tax 1.49 2007-08 Sales Tax Appellate Tribunal, Vishakapatnam, Andhra Pradesh.
Chapter V of Finance Act, 1994 Service Tax 25.00
$
2007-08 CESTAT, Chennai, Tamil Nadu.
Andhra Pradesh Value Added Tax Act, 2005 Andhra Pradesh Sales Tax 3,179.83
@
2006-07,
2007-08 &
2008-09
Assistant Commissioner (CT) LTU, Nellore, Andhra Pradesh.
Central Sales Tax Act, 1956 Central Sales Tax 194.77
*#
2008-09 Appellate Deputy Commissioner, Kancheepuram, Tamil Nadu.
Kerala Value Added Tax Act, 2003 Kerala Sales Tax 2.65 2006-07 The Deputy Commissioner (Appeals), Ernakulam, Kerala
The Tamil Nadu Value Added Tax Act, 2007 Tamil Nadu Sales Tax 127.74
*
2009-10 The Appellate Deputy Commissioner (CT) North, Chennai.
The Tamil Nadu Value Added Tax Act, 2007 Tamil Nadu Sales Tax 383.05* 2010-11 The Appellate Deputy Commissioner (CT) North, Chennai.
Andhra Pradesh Value Added Tax Act, 2005 Andhra Pradesh Sales Tax 118.43 2008-09 The Appellate Deputy Commissioner. Guntur
Andhra Pradesh Value Added Tax Act, 2005 Andhra Pradesh Sales Tax 34.44 2010-11 The Appellate Deputy Commissioner, Guntur.
Andhra Pradesh Value Added Tax Act, 2005 Andhra Pradesh Sales Tax
(Penalty)
3.45 2010-11 The Appellate Deputy Commissioner, Guntur.
Tamil Nadu Value Added Tax Act, 2006 Tamil Nadu Sales Tax 6.43* 2008-09 The Appellate Deputy Commissioner (CT) North, Chennai.
Tamil Nadu Value Added Tax Act, 2006 Tamil Nadu Sales Tax 4.18* 2009-10 The Appellate Deputy Commissioner (CT) North, Chennai.
Mines & Minerals (Development & Regulations)
Act, 1957
Royalty 2,409.00# 2009-10 The Honorable High Court, Rajasthan.
Income-tax Act, 1961 Income tax 192.15 2008-09 The Honorable High court, Andhra Pradesh
Income-tax Act, 1961 Income tax 137.65 2006-07 The Honorable High Court, Andhra Pradesh
Income-tax Act, 1961 Income tax 141.67 2007-08 The Honorable High Court, Andhra Pradesh
Mines & Minerals (Develop-ment & Regulations)
Act, 1957
Royalty 1926.45
#
2010-11 The Honorable High Court, Bombay.
Mines & Minerals (Develop-ment & Regulations)
Act, 1957
Royalty 211.45
#
2010-11 The Honorable High Court, Bombay.
Income-tax Act, 1961 Income tax 7782.73
*
2009-10 Commissioner of income tax (Appeals), Guntur, Andhra Pradesh
The Employee Provident Fund & Miscella-neous
Provisions Act, 1952
Provident Fund 421.15
*
2006-2010 The Honorable High Court, Hyderabad
The Rajasthan Value Added Tax Act, 2003 Rajasthan Sales Tax 9,865.00
$
2009-2010 Rajasthan Tax Board, Ajmer
The Rajasthan Value Added Tax Act, 2003 Rajasthan Sales Tax 9,541.00
$
2010-2011 Rajasthan Tax Board, Ajmer
The Rajasthan Value Added Tax Act, 2003 Rajasthan Sales Tax 4,334.00
$
2011-2012 Rajasthan Tax Board, Ajmer
* Amount netted off with amount deposited
@ Interim Suspension has been received from the High Court
# Stay Order has been received against the amount disputed and not deposited
$ Excludes interest and penalty which are not ascertainable
Annexure to the Independent Auditors’ Report
4329
th
Annual Report 2014-15
(c) According to the information and
explanations given to us and based
on verification of the records, the
amounts which required to be
transferred to the Investor Education
and Protection Fund has been
transferred to such fund within the
stipulated time in accordance with the
relevant provisions of the Companies
Act 1956 and the rules made there
under.
(viii) The Company does not have any
accumulated losses at the end of the
financial year. The Company has not
incurred cash losses during the
financial year covered by the audit and
in the immediately preceding financial
year.
(ix) According to the information and
explanation given to us and on the
basis of our examination of the books
of account, the Company has not
defaulted in repayment of dues to any
financial institution or banks.
(x) The Company has given guarantee for
loans taken by others from banks, the
terms and conditions whereof, in our
opinion, are not prejudicial to the
interest of the Company.
(xi) The Company has availed a term loan
during the year. As per the information
and explanations provided to us and
on basis of our examination of books
of account, we are of the opinion that
the existing and the new term loans
were applied for the purpose for which
they were availed.
(xii) During the course of our examination
of the books and records of the
Company, carried out in accordance
with the generally accepted auditing
practices in India, and according to
the information and explanations given
to us, we have neither come across
any instance of fraud on or by the
Company, noticed or reported during
the year, nor have we been informed
of such case by the management.
For Manohar Chowdhry & Associates
Chartered Accountants
Firm Registration Number: 001997S
M.S.N.M. Santosh
Partner
Membership Number: 221916
Place: Chennai
Date: May 28, 2015
Annexure to the Independent Auditors’ Report
44 29
th
Annual Report 2014-15
` in lakhs
Note No.
As at
March 31, 2015
As at
March 31, 2014
EQUITY AND LIABILITIES
Shareholders’ funds
Share capital 1 7216 7216
Reserves and surplus 2 127213 123161
Non-current liabilities
Long-term borrowings 3 35143 723
Deferred tax liabilities (net) 40 34672 51066
Other long-term liabilities 4 70758 98505
Long-term provisions 5 16684 20631
Current liabilities
Short-term borrowings 6 176020 200607
Trade payables 7 103439 97961
Other current liabilities 8 47590 27482
Short-term provisions 9 886 4409
TOTAL 619621 631761
ASSETS
Non-current assets
Fixed assets
Tangible assets 10 17359 18730
Intangible assets 10 412 711
Capital work-in-progress 501 364
Non-current investments 11 36361 36361
Long-term loans and advances 12 13466 29330
Other non-current assets 13 51620 47266
Current assets
Inventories 14 4116 5041
Trade receivables 15 241563 275584
Cash and cash equivalents 16 76488 66158
Short-term loans and advances 17 50737 38412
Other current assets 18 126998 113804
TOTAL 619621 631761
Significant accounting policies
Notes to financial statements 1 to 48
SASIKALA RAGHUPATHY
Chairman
A.SWAMINATHAN
Joint Managing Director and CEO
As per our report of even date
for M/s MANOHAR CHOWDHRY & ASSOCIATES
Chartered Accountants
V.R.MAHADEVAN
Joint Managing Director
SWARNAMUGI KARTHIK
Director - Corporate Strategy
M.S.N.M.SANTOSH
Partner
Membership No.221916
S.R.TAGAT
Director
M.GOPALAKRISHNA
Director
S.A.BOHRA
Director
M.S.SUNDARA RAJAN
Director
HEINRICH BOHMER
Director
GNANA RAJASEKARAN
Director
R.RAMESH KUMAR
President - Corporate and Secretary
P.R.EASWAR KUMAR
President and Chief Financial Officer
Chennai
May 28,2015
Balance Sheet
4529
th
Annual Report 2014-15
` in lakhs
Note No.
For the Year ended
March 31, 2015
For the Year ended
March 31, 2014
INCOME
Revenue from operations 19 337818 330542
Less: Excise duty 1318 982
336500 329560
Other income 20 150 50
Total revenue 336650 329610
EXPENSES
Cost of material consumed 21 226436 209708
Cost of manufacturing and construction 22 48676 45149
Other direct cost 23 7434 7058
(Increase) / decrease in work in progress (443) (523)
Employee benefits expense 24 16180 18314
Finance costs 25 20662 18174
Depreciation, impairment and amortization expense 26 2508 1955
Other expenses 27 7327 10536
Total expenses 328780 310371
Profit before tax 7870 19239
Tax expenses
Current tax 1650 4032
MAT credit entitlement 17412 (4427)
Deferred tax (16395) 6619
Tax - Earlier years 988 2020
Profit for the period 4215 10995
Earnings per equity share of face value of Rs. 10 each
Basic ( in Rs. ) 5.84 15.24
Diluted ( in Rs. ) 5.84 15.24
Significant accounting policies
Notes to financial statements 1 to 48
SASIKALA RAGHUPATHY
Chairman
A.SWAMINATHAN
Joint Managing Director and CEO
As per our report of even date
for M/s MANOHAR CHOWDHRY & ASSOCIATES
Chartered Accountants
V.R.MAHADEVAN
Joint Managing Director
SWARNAMUGI KARTHIK
Director - Corporate Strategy
M.S.N.M.SANTOSH
Partner
Membership No.221916
S.R.TAGAT
Director
M.GOPALAKRISHNA
Director
S.A.BOHRA
Director
M.S.SUNDARA RAJAN
Director
HEINRICH BOHMER
Director
GNANA RAJASEKARAN
Director
R.RAMESH KUMAR
President - Corporate and Secretary
P.R.EASWAR KUMAR
President and Chief Financial Officer
Chennai
May 28,2015
Statement of Profit and Loss
46 29
th
Annual Report 2014-15
` in lakhs
For the year ended
March 31, 2015
For the year ended
March 31, 2014
A CASH FLOW FROM OPERATING ACTIVITIES
Net profit before tax and extraordinary items
7870 19239
Adjustments for :
Depreciation, impairment and amortization
2508 1955
Dividend from investments - quoted
- (1)
Loss on sale of fixed assets (net)
9 16
Unrealized foreign exchange (gain) / loss
(561) (1798)
(Profit) / loss on sale of investments
- (33)
Premium on forward contracts amortized
31 3
Provision for warranty
(62) 477
Trade receivables written off
- 272
Interest expense (net)
20662 22587 18174 19065
Operating profit before working capital changes
30457 38304
Changes in working capital
(Increase) / decrease in trade receivables
34021 10145
(Increase) / decrease in inventories
924 (2052)
(Increase) / decrease in current assets
(26914) (24820)
(Increase) / decrease in loans and advances
3538 6916
Increase / (decrease) in trade payables and provisions
(5785) (10072)
5784 (19883)
Cash generated from operations
36241 18421
Direct taxes (paid) / refund (net)
(21155) (3161)
Net cash flow from operating activities
15086 15260
B CASH FLOW FROM INVESTING ACTIVITIES
Purchase of fixed assets
(1044) (1182)
Sale of fixed assets
34 63
Sale of investments
- 43
Decrease / (increase) in capital work-in-progress
(137) 371
Dividend from investments - quoted
- 1
Net cash flow from investing activities
(1147) (704)
C CASH FLOW FROM FINANCING ACTIVITIES
Long term borrowings repaid
34419 (586)
Payment of dividend
(2165) (5051)
Tax on dividend paid
(368) (858)
Short term borrowings (repaid) / availed
(24584) (18193)
Interest paid (net)
(20277) (18478)
Net cash flow from financing activities
(12975) (43166)
Net increase in cash and cash equivalents (A+B+C)
963 (28610)
Cash and cash equivalents as at April 1, 2014
28094 56704
Cash and cash equivalents as at March 31, 2015
29057 28094
Cash on hand
16 21
On current accounts
993 897
On deposit accounts
28048 27176
SASIKALA RAGHUPATHY
Chairman
A.SWAMINATHAN
Joint Managing Director and CEO
As per our report of even date
for M/s MANOHAR CHOWDHRY & ASSOCIATES
Chartered Accountants
V.R.MAHADEVAN
Joint Managing Director
SWARNAMUGI KARTHIK
Director - Corporate Strategy
M.S.N.M.SANTOSH
Partner
Membership No.221916
S.R.TAGAT
Director
M.GOPALAKRISHNA
Director
S.A.BOHRA
Director
M.S.SUNDARA RAJAN
Director
HEINRICH BOHMER
Director
GNANA RAJASEKARAN
Director
R.RAMESH KUMAR
President - Corporate and Secretary
P.R.EASWAR KUMAR
President and Chief Financial Officer
Chennai
May 28,2015
Cash Flow Statement
4729
th
Annual Report 2014-15
Notes to Financial Statements
SIGNIFICANT ACCOUNTING POLICIES
A. COMPANY OVERVIEW
BGR Energy Systems Limited (‘the company’)
is a public limited company incorporated
under the provisions of the Companies Act,
1956. Its equity shares are listed on Bombay
Stock Exchange (‘BSE’) and National
Stock Exchange (‘NSE’).The company is a
manufacturer of capital equipments for Power
Plants, Petrochemical Industries, Refineries,
Process Industries and undertakes turnkey
Balance of Plant (‘BOP’) and Erection
Procurement and Construction (‘EPC’)
contracts for Power plants. The company
has been achieving its objectives through
its five business units: Power projects,
Electrical projects, Oil and Gas equipment,
Environmental engineering and Air Fin
Coolers.
B. SIGNIFICANT ACCOUNTING
POLICIES
i. Accounting conventions
The financial statements are prepared
under the historical cost convention and
following the accrual basis of accounting,
in accordance with the Generally
Accepted Accounting Principles in India
(‘I-GAAP’) and mandatory accounting
standards as notified under the relevant
provisions of the Companies Act, 2013.
ii. Use of estimates
The preparation of financial statements,
in conformity with I-GAAP requires the
management to make estimates and
assumptions that affect the reported
amounts of assets and liabilities,
disclosure of contingent liabilities at the
date of the financial statements and
the reported amount of revenues and
expenses during the reporting period.
Differences between the actual results
and the estimates are recognized
prospectively in the year in which the
results are known / materialized.
iii. Fixed assets and intangible assets
Fixed assets are assets held with the
intention of being used for the purpose
of producing goods or rendering of
services and are not held for sale in the
ordinary course of business. The cost
of fixed assets comprise the purchase
price including import duties and other
non refundable taxes or levies and any
directly attributable cost to bring the asset
to working condition for intended use.
Further, any trade discounts and rebates
are deducted in arriving at the cost.
Intangible assets are identifiable non-
monetary assets, without physical
substance, held for use in producing
goods or rendering of services, for
rental to others, or for administrative
purposes. The intangible assets are
separately acquired and the costs of
such intangible assets are capable of
being measured reliably. The cost of
intangible assets comprise the purchase
price including import duties and other
non refundable taxes or levies and any
directly attributable cost for making the
asset ready for intended use.
iv. Depreciation and amortization
Depreciation on fixed assets is provided
based on useful life of the assets, on
straight line method in accordance with
the rates prescribed under Schedule II
of the Companies Act, 2013. Intangible
assets are amortized over a period of 5
years on straight line basis.
v. Investments
Investments are classified into long-term
and current investments based on the
intention of the management at the time
of acquisition.
Long-term investments are stated at cost
less provision for diminution in value
other than temporary, if any. Current
investments are carried at cost or fair
value whichever is lower.
vi. Earnings per share (‘EPS’)
Basic EPS is calculated by dividing the
net profit or loss after tax for the year
attributable to equity shareholders by
the weighted average number of equity
shares outstanding during the year.
Diluted EPS is calculated on the same
basis as Basic EPS, after adjusting for
the effects of potential dilutive equity
shares unless the effect of the potential
dilutive equity shares is anti-dilutive.
vii. Revenue recognition
a) Sales are accounted on the basis of
despatches in accordance with the
terms of sale when significant risks
and rewards are transferred to the
customer.
b) Sales include equipment billed but
despatch of which is withheld at the
request of the customer.
c) Revenue from services is recognized
in accordance with the specific terms
of contract on performance.
d) Revenue from construction contracts
is recognized by reference to the stage
of completion of the contract activity at
the reporting date of the financial
statements on the basis of percentage
of completion method. The stage of
completion of contracts is measured
by reference to the proportion that
contract costs incurred for work
performed up to the reporting date bear
to the estimated total contract costs for
each contract.
e) Expected loss, if any, on the construction
/ project related activity is recognized
as an expense in the period in which it
is foreseen, irrespective of the stage of
completion of the contract. While
determining the amount of foreseeable
loss, all elements of costs and related
incidental income not included is taken
into consideration.
f) In respect of construction contracts
revenues include taxes and duties.
g) Other Income
i) Interest income is recognized on
a time proportion basis taking into
account the amount outstanding
and the rate applicable
ii) Dividend income is recognized
when the company’s right to
receive dividend is established.
viii. Inventories
Raw materials and stores and spares are
valued at lower of cost and net realizable
value. However, these items are considered
to be realizable at cost if the finished
products, in which they will be used are
expected to be sold at or above cost. Work-
in-progress and finished goods are valued
at lower of cost and net realizable value.
Finished goods and work-in-progress
include cost of conversion and other costs
incurred in bringing the inventories to their
present location and condition.Cost of
inventories is determined on a weighted
average basis. Saleable scrap, whose cost
is not identified, is valued at net realizable
value.
48 29
th
Annual Report 2014-15
ix. Foreign currency transactions
Transactions in foreign currencies
are recorded at the exchange rates
prevailing on the date of transaction.
Monetary items are translated at
the rates prevailing on the reporting
date. The exchange difference
between the rate prevailing on the
date of transaction and on the date of
settlement and also on translation of
monetary items at the reporting date
is recognized as income or expense,
except in case of long term liabilities,
where they relate to acquisition of
fixed assets, in which case they are
adjusted to the carrying cost of such
assets. Non-monetary items which
are carried in terms of historical cost
denominated in a foreign currency are
reported using the exchange rate at
the date of the transaction; and non-
monetary items which are carried at
fair value or other similar valuation
denominated in a foreign currency
are reported using the exchange rates
that existed when the values were
determined.
For forward contracts which are
entered into to hedge the foreign
currency risk of the underlying
outstanding on the date of entering
into that forward contract, the premium
or discount on such contracts is
amortized as income or expense over
the life of the contract. Any profit or loss
arising on the cancellation or renewal
of forward contracts is recognized
as an income or expense for the
period. The exchange difference on
such a forward exchange contract is
calculated as the difference between :
a) the foreign currency amount of the
contract translated at the exchange
rate at the reporting date, or the
settlement date where the transaction
is settled during the reporting period,
and
b) the same foreign currency amount
translated at the later of the date of
inception of the forward exchange
contract and the last reporting date.
Such exchange differences are
recognized in the statement of profit
and loss in the reporting period in
which the exchange rates change.
x Cash flows
Cash and cash equivalents consist of
cash and cash on deposit with scheduled
banks, other than margin money
deposits.
Cash flows are reported using the indirect
method, whereby profit before tax is
adjusted for the effects of transactions of
a non-cash nature and any deferrals or
accruals of past or future operating cash
receipts or payments and items of
income or expense associated with
investing or financing cash flows. The
cash flows from operating, investing and
financing activities of the company are
segregated.
xi. Income-taxes
Tax expense comprises of current tax
and deferred tax. Current tax is measured
at the amount expected to be paid to the
tax authorities in accordance with the
provisions of the Income-tax Act, 1961.
Deferred tax assets and liabilities are
recognized for the future tax
consequences attributable to timing
differences between taxable income and
accounting income which are capable of
reversal in subsequent periods and are
measured using the tax rates and tax
laws that have been enacted or
substantively enacted by the reporting
date.
Deferred tax assets are recognized only
to the extent that there is reasonable
certainty that sufficient future taxable
income will be available against which
such deferred tax assets can be realized.
In situations where the company has
unabsorbed depreciation or carry
forward tax losses, deferred tax assets
are recognized only if there is virtual
certainty supported by convincing
evidence that they can be realized
against future taxable profits.
Minimum alternate tax (‘MAT’) credit is
recognized as an asset only when and to
the extent there is convincing evidence
that the company will pay normal income-
tax during the period in which the
company is allowed to carry forward the
MAT credit as per the provisions of the
Income-tax Act, 1961 (‘specified period’).
The company reviews the same at each
reporting date and writes down the
carrying amount of MAT credit asset to
the extent there is no longer convincing
evidence to the effect that the company
will pay normal income-tax during the
specified period.
xii. Impairment of assets
At every reporting date, the company
determines whether the provisions
should be made for the impairment loss
on assets by considering the indications
that the carrying amount of the asset
exceeds the recoverable amount as per
recognition and measurement principles
laid down in AS-28 “Impairment of
Assets”. All impairment losses are
recognized in statement of profit and
loss. An impairment loss is reversed if
there has been a change in the estimates
used to determine the recoverable
amount and is recognized in the
statement of profit and loss.
xiii. Employee benefits
a) Short-term employee benefits
Short-term employee benefits are
recognized as an expense at the
undiscounted amount in the
statement of profit and loss for the
year in which related services are
rendered.
b) Post employment benefits:“
i) Defined contribution plan:
Company’s contributions paid/
payable during the year towards
provident fund, pension scheme
and employees’ state insurance
(‘ESI’) scheme are recognized
in the statement of profit and
loss.“
ii) Defined benefit plan:
Company’s liability towards
gratuity in accordance with the
Payment of Gratuity Act, 1972 is
determined based on actuarial
valuation using the Projected
Unit Credit Method as at the
reporting date. The company
contributes all the ascertained
liabilities to SBI Life Insurance
which administers the
contributions and makes the
payment at retirement, death,
incapacitation or termination of
employment.”
Notes to Financial Statements
4929
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Annual Report 2014-15
c) Other Long-term employee benefits:
The company provides for
compensated absences subject to
certain rules. The employees are
entitled to accumulate such
absences for availment as well as
encashment. As per the regular past
practice followed by the employees,
it is not expected that the entire
accumulated absence shall be
encashed or availed by the
employees during the next twelve
months and accordingly the benefit
is treated as other long-term
employee benefits. The liability is
recognized on the basis of the
present value of the future benefit
obligations as determined by
actuarial valuation.
d) All actuarial gains/losses in respect
of post employment benefits and
other long term employee benefits
are charged to the statement of
profit and loss.
xiv. Borrowing costs
Borrowing costs that are attributable to the
acquisition or construction of a qualifying
asset are capitalized as part of the cost
of such asset till such time the asset is
ready for its intended use. A qualifying
asset is an asset that necessarily takes
a substantial period of time to get ready
for its intended use. All other borrowing
costs are recognized as an expense in
the period in which they are incurred.
xv. Leases
Finance leases, which transfer to the
company substantially all the risks and
rewards incidental to ownership of the
leased item, are capitalized at the lower
of the fair value and present value of
the minimum lease payments at the
inception of the lease term and disclosed
as leased assets. Lease payments are
apportioned between the finance charges
and reduction of the lease liability based
on the implicit interest rate or incremental
borrowing rate as applicable. Finance
charges are charged directly against
income. The costs identified as directly
attributable to activities performed for a
finance lease are included as part of the
amount recognized as leased assets.
If there is no reasonable certainty that the
company will obtain the ownership by the
end of the lease term, capitalized leased
assets are fully depreciated over the
lease term or their useful life, whichever
is shorter.
Leases where the lessor retains
substantially all the risks and rewards
of ownership of the leased assets, are
classified as operating leases.
Lease payments under operating lease
are recognized as an expense in the
statement of profit and loss on a straight
line basis over the lease term.
xvi. Segment reporting
a) Segment policies:
The company prepares its segment
information in conformity with
the accounting policies adopted
for preparing and presenting the
financial statements of the company
as a whole.
b) Identification of segments:
The risks and returns of the company
are affected predominantly by
differences in the products and
services it produces / renders
and hence the primary format for
reporting segment information is its
business segment.
c) Segment Revenue and Segment
Result:
Segment revenue includes revenue
from operations and other income
directly identifiable with / allocable
to the segment. Expenses that are
directly identifiable with / allocable
to segments are considered for
determining the segment result.
Revenue and expenses which
relate to the company as a whole
and are not allocable to a segment
on a reasonable basis have been
disclosed as unallocable.
d) Segment Assets and Liabilities:
Segment assets and liabilities
include those directly identifiable with
respective segments. Unallocable
corporate assets and liabilities
represent the assets and liabilities
that relate to the company as a whole
and not allocable to any segment.
xvii . Provisions
a) The company recognizes provision
when there is a present obligation of
the enterprise arising from past events,
the settlement of which is expected to
result in an outflow from the enterprise
of resources embodying economic
benefits which can be measured
only by using a substantial degree of
estimation.
b) Provision for contractual obligation has
been provided for in accounts based
on management’s assessment of the
probable outcome with reference to the
available information supplemented
by experience of similar transactions.
c) The company makes provision
towards warranty obligation arising
under the contract, while progressively
recognising the revenue, based on
management estimate and past
experience of similar contracts. Such
provision is maintained until the
warranty period is completed.
xviii. Contingent liabilities
The company recognizes contingent
liability for disclosure in notes to
accounts, if any of the following
conditions is fulfilled:
a) a possible obligation that
arises from past events and
the existence of which will be
confirmed only by the occurrence
or non-occurrence of one or
more uncertain future events not
wholly within the control of the
enterprise; or
b) a present obligation that arises
from past events but is not
recognized because:
- it is not probable that an outflow
of resources embodying economic
benefits will be required to settle
the obligation; or
- a reliable estimate of the amount
of the obligation cannot be made.”
Notes to Financial Statements
50 29
th
Annual Report 2014-15
SHAREHOLDERS’ FUNDS
1 SHARE CAPITAL
As at
March 31, 2015
` in lakhs
As at
March 31, 2014
` in lakhs
Authorised
10,00,00,000 equity shares of Rs.10 each (10,00,00,000) 10000 10000
Issued, subscribed and paid up
7,21,61,560 equity shares of Rs.10 each (7,21,61,560) 7216 7216
a. Reconciliation of the number of shares outstanding at the beginning and at the end of the reporting year
Equity Shares
As at
March 31, 2015
As at
March 31, 2014
No. of Shares
` in lakhs
No. of Shares
` in lakhs
Outstanding at the beginning of the year
72161560 7216 72161560 7216
Issued during the year - Employee Stock Option Scheme - - - -
Outstanding at the end of the year 72161560 7216 72161560 7216
b. Terms/rights attached to equity shares
The company has one class of shares referred to as equity shares having a par value of Rs 10. Each holder of equity shares is entitled
to one vote per share.
c. Details of shareholders holding more than 5% shares in the company
As at
March 31, 2015
As at
March 31, 2014
No. of Shares % held No. of Shares % held
Mrs. Sasikala Raghupathy 26868450 37.23 26868450 37.23
BGR Investment Holdings Company Limited 27248400 37.76 27248400 37.76
d. The company has reserved issuance of 259178 (271396) equity shares of Rs.10 each for offering to eligible employees of the
company and its subsidiaries under the Employee Stock Option Scheme - 2007. (refer Note 31)
2 RESERVES AND SURPLUS
As at
March 31, 2015
` in lakhs
As at
March 31, 2014
` in lakhs
i. Securities premium account
Opening balance 31895 31895
Closing balance 31895 31895
ii. General reserve
Opening balance 13232 12133
Add: Amount transferred from statement of profit and loss 423 1099
Closing balance 13655 13232
iii. Balance in statement of profit and loss
Opening balance 78034 70710
Less : Adjustment towards depreciation 164 -
Add: Profit for the year 4215 10995
Less : Appropriations
Proposed dividend - 2165
Tax on proposed dividend - 368
Tax on proposed dividend - earlier years - 39
Transfer to general reserve 423 1099
Closing balance 81663 78034
127213 123161
Notes to Financial Statements
5129
th
Annual Report 2014-15
3 LONG-TERM BORROWINGS
As at
March 31, 2015
As at
March 31, 2014
Non Current
` in lakhs
Current
` in lakhs
Non Current
` in lakhs
Current
` in lakhs
Secured
i. Term loans from banks 35143 580 723 580
ii. Fixed assets loans
a. from banks
- - - -
b. from financial institutions
- - -
6
35143 580 723 586
Less : - Amount disclosed under the head "other current liabilities"
(refer Note 8)
-
580
-
586
35143
-
723
-
Term loan includes
1) Rs. 723 lakhs (Rs.1303 lakhs) from State Bank of Travancore and is secured by a first charge on fixed assets purchased out of the term loan and
land and buildings of AFC factory of the company.The loan is repayable in 20 quarterly equal instalments starting from 30.09.2011.
2) Corporate loan of Rs.35000 lakhs (Rs.Nil) from Syndicate Bank and is secured by the specified receivables of the company and collateral security
of the subsidiary companies and other companies\persons. The loan is repayable in 16 quarterly instalments starting from 01.07.2016.
4 OTHER LONG-TERM LIABILITIES
As at
March 31, 2015
` in lakhs
As at
March 31, 2014
` in lakhs
Advance from customers 38197 74027
Trade payables 32561 24478
70758 98505
5 LONG-TERM PROVISIONS
As at
March 31, 2015
` in lakhs
As at
March 31, 2014
` in lakhs
Provision for contractual obligation 14232 18149
Provision for warranty 2452 2482
16684 20631
6 SHORT-TERM BORROWINGS
As at
March 31, 2015
` in lakhs
As at
March 31, 2014
` in lakhs
Secured
Working capital loans from banks 176020 200607
176020 200607
a) The balance in project specific escrow,current and EEFC accounts have been netted off against respective project’s working capital loan
accounts.
b) The company has availed working capital loans on pari-passu basis from State Bank of India and State Bank of Hyderabad. These loans
are secured by hypothecation of inventories, trade receivables and movable assets of the capital goods segment of the company. The
loans from State Bank of India and State Bank of Hyderabad are further secured by a second charge on the fixed assets of the company.
c) The company has availed contract specific working capital loans from State Bank of India, State Bank of Hyderabad, State Bank of
Travancore, State Bank of Patiala, State Bank of Bikaner & Jaipur , State Bank of Mysore, IDBI Bank, Punjab National Bank, Vijaya Bank,
Indian Bank, Indian Overseas Bank , Corporation Bank, Allahabad Bank, Bank of India, Andhra Bank, Central Bank of India, Syndicate
Bank, Axis Bank, ICICI Bank, Kotak Mahindra Bank Ltd, Export Import Bank of India, Union Bank of India and The Karur Vysya Bank
Limited. These loans are secured by hypothecation of inventories, trade receivables and movable current assets of the respective
contracts. The participating banks share the securities on pari-passu basis.
Notes to Financial Statements
52 29
th
Annual Report 2014-15
7 TRADE PAYABLES
As at
March 31, 2015
` in lakhs
As at
March 31, 2014
` in lakhs
Micro and small enterprises 157 87
Others 103282 97874
103439 97961
7.1 Details of dues to micro and small enterprises as defined under the MSMED Act, 2006
S.No. Particulars
As at
March 31, 2015
` in lakhs
As at
March 31, 2014
` in lakhs
1 Principal amount remaining unpaid 140 79
2 Interest due thereon remaining unpaid 17 8
3 Interest paid to the supplier - -
4 Payments made to the supplier beyond the appointed day during the year - -
5 Interest due and payable for the period of delay in making payment without adding
interest specified under this Act.
- -
6 Interest accrued and remaining unpaid - -
7 Amount of further interest remaining due and payable in succeeding years 3 2
The above disclosure has been given in respect of vendors to the extent they could be identified as “micro and small” enterprises on the basis
of information available with the company.
8 OTHER CURRENT LIABILITIES
As at
March 31, 2015
` in lakhs
As at
March 31, 2014
` in lakhs
Current maturities of long-term borrowings (refer Note 3) 580 586
Current maturities of advance from customers 45470 26097
Unpaid dividends 53 46
Interest accrued but not due on borrowings 540 154
Other payables * 947 599
47590 27482
* Other payables include expenses payable, employee dues, withholding taxes and other statutory dues
9 SHORT TERM PROVISIONS
As at
March 31, 2015
` in lakhs
As at
March 31, 2014
` in lakhs
i. Provision for employee benefits
Provision for bonus 24 30
Provision for leave encashment 360 331
Provision for gratuity 385 233
ii. Others
Provision for warranty 58 116
Proposed dividend - 2165
Provision for
Tax on proposed dividend - 368
Wealth tax 7 8
Income taxes (net) 52 1158
886 4409
Notes to Financial Statements
5329
th
Annual Report 2014-15
10. FIXED ASSETS
` in lakhs
Particulars Gross block Depreciation / Amortisation Net block
As at
March 31,
2014
During the period As at
March
31, 2015
Upto
March 31,
2014
for the
year
Deletions Upto
March 31,
2015
As at
Additions Deletions March
31, 2015
March
31, 2014
Tangible assets
Land 1527 - - 1527 - - - - 1527 1527
Buildings 2175 - - 2175 239 70 - 309 1866 1936
Plant and equipment 18695 777 3 19469 5533 1469 1 7001 12469 13162
Furniture and fixtures 587 75 5 657 140 60 1 199 458 447
Office fixtures 222 2 - 224 191 27 - 218 6 31
Office equipments 1111 32 - 1143 384 471 - 855 287 727
Electrical installations 283 15 - 298 90 31 - 121 177 193
Vehicles 1382 136 102 1416 675 238 66 847 569 707
Subtotal 25982 1037 110 26909 7252 2366 68 9550 17359 18730
Intangible assets *
Technical know-how 1151 - - 1151 864 137 - 1001 150 287
Softwares 1850 7 - 1857 1426 169 - 1595 262 424
Subtotal 3001 7 - 3008 2290 306 - 2596 412 711
Total 28983 1044 110 29917 9542 2672 68 12146 17771 19441
As at March 31, 2014 28143 1182 342 28983 7850 1923 231 9542 19441
* Both the assets are other than internally generated.
(a) Plant and equipment include original cost of Rs. 792 lakhs (Rs.792 lakhs), which are jointly owned along with a Joint Venture, of which the company is a
member
(b) Office fixtures and office equipments includes original cost of Rs. 7 lakhs (Rs. 7 lakhs), which are jointly owned along with subsidiary companies.
(c) Buildings include original cost of Rs. 1642 lakhs (Rs. 1642 lakhs), which are constructed on lease hold land.
(d) Impairment loss recognised in the statement of profit and loss during the financial year for office equipments & furniture and fixtures is Rs. Nil (Rs. 32 lakhs)
(refer Note 41).
(e) Pursuant to the enactment of Companies Act 2013, the company has applied the estimated useful lives as specified in Schedule II. Accordingly, the
unamortised carrying value is being depreciated / amortised over the revised / remaining useful lives. The written down value of Fixed Assets whose useful
lives have expired as at 1st April 2014, have been adjusted, in the opening balance of statement of Profit and Loss amounting to Rs.164 lakhs.
Notes to Financial Statements
54 29
th
Annual Report 2014-15
11 NON-CURRENT INVESTMENTS
As at
March 31, 2015
` in lakhs
As at
March 31, 2014
` in lakhs
(Long-term investments)
a) Trade investments (at cost)
i) In equity shares of subsidiary companies - unquoted, fully paid up
42,50,000 Progen Systems and Technologies Limited 425 425
(42,50,000) of Rs. 10 each
9,49,00,000 BGR Boilers Private Limited 9490 9490
(9,49,00,000) of Rs. 10 each
13,61,62,900 BGR Turbines Company Private Limited
(13,61,62,900) of Rs. 10 each 13616 13616
b) Other investments (at cost)
i) In equity shares of subsidiary company - unquoted, fully paid up
1,65,000 Sravanaa Properties Limited 12787 12787
(1,65,000) of Rs. 10 each
ii) In equity shares of other company - quoted, fully paid up
13,970 Indian Bank 13 13
(13,970) of Rs.91 per share
iii) In mutual funds - quoted fully paid up - face value Rs. 10 each
50,000 SBI Mutual Fund-Magnum Multi Cap Fund - Dividend (50,000) units 5 5
2,50,000 SBI Mutual Fund-Infrastructure Fund - I - Growth 25 25
(2,50,000) units
36361 36361
1) Aggregate market value of quoted investments 65 42
2) Aggregate book value of quoted investments 43 43
3) Aggregate book value of unquoted investments 36318 36318
11.1. During the FY 2013-14 Hitachi, Ltd., Japan (‘’HL”) and Hitachi Power Europe GmbH, Germany (“HPE”) have transferred the entire
thermal power systems business to Mitsubishi Hitachi Power Systems Limited (“MHPS”) as part of global business integration of
thermal power systems business between Hitachi, Ltd., Japan and Mitsubishi Heavy Industries Limited, Japan.
The company held long term investments in subsidiaries of the company viz., BGR Boilers Private Limited (“BGR Boilers”) and BGR
Turbines Company Private Limited (“BGR Turbines”) of whom HPE and HL are joint venture shareholders and technology licensor for
Supercritical Steam Generators and Supercritical Steam Turbine & Generators respectively.
This global business integration had impacted the respective subsidiary company’s ability to carry-on business in future, setting up of
manufacturing facility and performance of contracts under execution for supply of respective equipment to the company.
During the FY 2014-15, HL for itself and for HPE and the Company have commenced negotiations in good faith to facilitate performance
of contracts under execution and cause MHPS to become joint venture shareholder and technology licensor to the respective subsidiary
companies.
The Board of Directors, after an assessment, is of the opinion that no diminution or impairment in the carrying value of the investments
of BGR Boilers and BGR Turbines, has occurred.
Notes to Financial Statements
5529
th
Annual Report 2014-15
12 LONG-TERM LOANS AND ADVANCES
As at
March 31, 2015
` in lakhs
As at
March 31, 2014
` in lakhs
Secured, considered good
Advance to suppliers 238 754
Unsecured, considered good
Deposits 1559 1382
Loans and advances to related parties 1228 1228
MAT credit entitlement 1507 19906
Other loans and advances 8934 6060
13466 29330
12.1. Cochin Project: The end client of Cochin Port Road Connectivity Project viz., Cochin Port Road Company Ltd., (SPV of NHAI) terminated
the contract on May 28, 2007. Consequently, the end client encashed BGs for a value of Rs.1270 lakhs furnished by the company on
behalf of MECON – GEA (JV). The main contractor viz., MECON – GEA (JV) contested the termination of the contract. The disputes
after having been reviewed by the Dispute Review Board are now subject to arbitration. The Arbitral Tribunal heard the matter and the
parties have filed their written submissions. The parties have also concluded the oral arguements. The tribunal has reserved the matter
for passing of award. The arbitral award is expected in due course of time. Based on legal opinion, the company has identified a sum
of Rs. 1654 lakhs (Rs.1654 lakhs) as at March 31, 2015 as recoverable advances from the end client through the JV and is grouped
under other loans and advances.
12.2. Tuticorin Project: The end client of Tirunelveli – Tuticorin Port Connectivity Project viz., Tuticorin Port Road Company Ltd (SPV of
NHAI) terminated the contract and encashed BGs for aggregate value of Rs.2652 lakhs and the same were restituted as per orders
of the High Court of Madras (Madurai Bench). The disputes, including termination of contract, were reviewed by the Disputes Review
Board and recommendations were granted in favour of the JV. Tuticorin Port Road Company Ltd (SPV of NHAI) challenged the
recommendations before the Arbitration Tribunal. The proceedings before the Arbitral Tribunal are pending. In view of these facts, the
company has identified a sum of Rs. 83 lakhs (Rs.83 lakhs) as at March 31, 2015 as recoverable advances from the end client through
the JV and is grouped under other loans and advances.
13 OTHER NON-CURRENT ASSETS
As at
March 31, 2015
` in lakhs
As at
March 31, 2014
` in lakhs
As at
March 31, 2015
` in lakhs
As at
March 31, 2014
` in lakhs
Unsecured
Trade receivables - considered good 42144 41401
Trade receivables - considered doubtful
83 83
Less:- Provision for doubtful receivables
83 83
- -
Margin money deposit - maturity more than 12 months 9071 5641
Interest accrued on margin money deposits 405 224
51620 47266
14 INVENTORIES
As at
March 31, 2015
` in lakhs
As at
March 31, 2014
` in lakhs
Raw materials and components 2127 3495
Work-in-progress 1989 1546
4116 5041
Notes to Financial Statements
56 29
th
Annual Report 2014-15
15 TRADE RECEIVABLES
As at
March 31, 2015
` in lakhs
As at
March 31, 2014
` in lakhs
Unsecured, considered good
Over six months 3467 3995
From related parties 881 441
Others 237215 271148
241563 275584
15.1. Trade receivables – Others, includes retention amount of Rs. 97188 lakhs (Rs.150898 lakhs) which, in accordance with the terms of
the contracts were not due for payments as at March 31, 2015
15.2. The company has sought confirmation of balances of major trade receivables. In cases where letters of confirmation have been
received from parties, book balances have been reconciled and adjusted, if required. In other cases, balances in accounts of trade
receivables have been taken as per books of account.
15.3. During the year the company utilised warranty provision of Rs.27 lakhs (Rs.Nil) and contractual obligation provision of Rs.1565 lakhs
(Rs.Nil) against the receivables from Rajasthan Rajya Vidyut Nigam Limited amounting to Rs.1592 lakhs.
16 CASH AND CASH EQUIVALENTS
As at
March 31, 2015
` in lakhs
As at
March 31, 2014
` in lakhs
Cash and cash equivalent:
Balances with banks :
- On current accounts 993 897
- On deposit accounts 28048 27176
Cash on hand 16 21
Other bank balances
Margin money deposits 47378 38018
On unpaid dividend accounts 53 46
76488 66158
16.1 Bank balances of Rs.3 lakhs (Rs.3 lakhs) are subject to confirmation.
17 SHORT-TERM LOANS AND ADVANCES
As at
March 31, 2015
` in lakhs
As at
March 31, 2014
` in lakhs
Secured, considered good
Advance to suppliers 8359 5517
Unsecured, considered good
Advance to suppliers 2673 5332
Loans and advances to related parties 773 1115
Other loans and advances * 38798 26230
Deposits 134 218
50737 38412
* Includes employee loans, travel advances, prepaid expenses, DGFT refund, CENVAT credit receivable, VAT credit receivable and forward
contract valuation
Notes to Financial Statements
5729
th
Annual Report 2014-15
18
OTHER CURRENT ASSETS
As at
March 31, 2015
` in lakhs
As at
March 31, 2014
` in lakhs
Interest accrued on fixed deposits 1821 1376
Contracts in progress (net) 125177 112428
Non current bank balances (note 16)
[Contracts in progress comprise unbilled revenue of Rs. 1,29,436 lakhs (Rs. 1,23,197 lakhs)
and unearned revenue of Rs. 4,259 lakhs (Rs. 10,769 lakhs)] (refer Note 29)
126998 113804
19 REVENUE FROM OPERATIONS
For the year ended
March 31, 2015
` in lakhs
For the year ended
March 31, 2014
` in lakhs
Sale of manufactured goods 24954 19053
Contracting income 310855 310861
Erection and service income 901 401
Other operating revenue 1108 227
337818 330542
Less: Excise duty 1318 982
336500 329560
20 OTHER INCOME
For the year ended
March 31, 2015
` in lakhs
For the year ended
March 31, 2014
` in lakhs
Dividend from investments - quoted (refer note 47) - 1
Insurance claim received 142 -
Interest on advances / refunds - 4
Profit on sale of investments - 33
Others 8 12
150 50
21 COST OF MATERIAL CONSUMED
For the year ended
March 31, 2015
` in lakhs
For the year ended
March 31, 2014
` in lakhs
Opening inventory 3495 1966
(Raw materials, consumables, bought outs and components)
Add : Purchases 225068 211237
228563 213203
Less: Closing inventory 2127 3495
(Raw materials, consumables, bought outs and components)
226436 209708
Notes to Financial Statements
58 29
th
Annual Report 2014-15
Details of raw materials and components consumed
For the year ended
March 31, 2015
` in lakhs
For the year ended
March 31, 2014
` in lakhs
Raw materials 59575 56997
Bought outs 163034 149155
Packing materials 113 124
Consumables 793 654
Tools and others 2921 2778
226436 209708
Value of raw material and components consumed during the year
Particulars
For the year ended
March 31, 2015
` in lakhs
%
For the year ended
March 31, 2014
` in lakhs
%
Imported 70628 31 60704 29
Indigenous 155808 69 149004 71
Total 226436 100 209708 100
Cost of materials consumed is net of provision of cost of Rs.4441 lakhs, warranty of Rs.519 lakhs and provision for contractual obligations
of Rs.2352 lakhs, no longer required.
22 COST OF MANUFACTURING AND CONSTRUCTION
For the year ended
March 31, 2015
` in lakhs
For the year ended
March 31, 2014
` in lakhs
Subcontracting and processing charges 48227 44799
Power and fuel 449 350
48676 45149
23 OTHER DIRECT COST
For the year ended
March 31, 2015
` in lakhs
For the year ended
March 31, 2014
` in lakhs
Agency commission 97 81
Insurance 1115 1518
Bank charges 5436 4620
Professional fees 654 376
Packing and forwarding 132 463
7434 7058
24 EMPLOYEE BENEFITS EXPENSE
For the year ended
March 31, 2015
` in lakhs
For the year ended
March 31, 2014
` in lakhs
Salaries, allowances and bonus 13970 16044
Contribution to P.F., E.S.I., and gratuity 713 771
Workmen and staff welfare expenses 1497 1499
16180 18314
Notes to Financial Statements
5929
th
Annual Report 2014-15
25 FINANCE COSTS
For the year ended
March 31, 2015
` in lakhs
For the year ended
March 31, 2014
` in lakhs
Interest on working capital loans (net) 20394 17826
Interest on term loans 268 246
Interest - others - 102
20662 18174
26 DEPRECIATION, IMPAIRMENT AND AMORTIZATION EXPENSE
For the year ended
March 31, 2015
` in lakhs
For the year ended
March 31, 2014
` in lakhs
Depreciation of tangible assets (including impairment loss) (refer Note 10) 2202 1500
Amortization of intangible assets (refer Note 10) 306 455
2508 1955
27 OTHER EXPENSES
For the year ended
March 31, 2015
` in lakhs
For the year ended
March 31, 2014
` in lakhs
Rent 1246 1794
Payment to auditors (refer details below) 84 50
Bank charges 427 306
Conveyance and vehicle running expenses 483 525
Trade receivables written off - 272
Electricity charges 198 245
Foreign exchange loss (net) 1530 2997
Insurance 67 53
Loss on sale of fixed assets (net) 9 16
Other administrative expenses 499 1197
Professional charges 346 542
Rates and taxes 93 82
Repairs and maintenance
- Building 54 94
- Machinery 49 52
- Others 926 859
Security charges 112 129
Selling expenses 43 89
Sitting fees 30 11
Telephone expenses 182 185
Travelling expenses
- Domestic 653 752
- Foreign 296 286
7327 10536
Payment to auditors
- For audit fees 50 42
- For tax matters 30 4
- For certification and others 4 4
84 50
Notes to Financial Statements
60 29
th
Annual Report 2014-15
28 EARNINGS PER SHARE (EPS)
For the year ended
March 31, 2015
` in lakhs
For the year ended
March 31, 2014
` in lakhs
The following reflects the profit and share data used in the basic and diluted EPS
computation :
Basic EPS
Profit after tax as per accounts 4215 10995
Weighted average number of equity shares (face value Rs.10 per share) (lakh Nos.) 722 722
Basic EPS (Rs.) 5.84 15.24
Diluted EPS
Profit for the year for basic EPS 4215 10995
Less : Adjustment - -
Adjusted profit for diluted EPS 4215 10995
Weighted average number of equity shares for Basic EPS (lakh Nos.) 722 722
Add : Adjustment - -
Employee Stock Option Plan - -
Weighted average number of equity shares (face value Rs.10 per share) for diluted EPS
(lakh Nos.)
722 722
Diluted EPS (Rs.) 5.84 15.24
29. CONSTRUCTION CONTRACTS
In respect of all construction contracts in progress at the end of the year :
S. No. Particulars
As at
March 31, 2015
` in lakhs
As at
March 31, 2014
` in lakhs
1 The aggregate amount of costs incurred and recognized profits (less recognized losses)
(including amounts carried forward from previous years)
1617984 1614432
2 The amount of advances received 81123 74153
3 The amount of retentions 97188 150898
4 The gross amount due from customers for contract work as an asset (unbilled revenue) 129436 123197
5 The gross amount due to customers for contract work as a liability (unearned revenue) 4259 10769
30. EMPLOYMENT BENEFITS
As per Accounting Standard -15 “ Employee Benefits”, the disclosure of employee benefits are given below:
Defined contribution plan:
` in lakhs
Particulars 2014-15 2013-14
Employer's contribution to Provident fund 324 425
Employer's contribution to pension scheme 179 139
Employer's contribution to employee's state insurance 2 4
Defined benefit plan and other long term employee benefits:
Gratuity plan
The company operates gratuity plan wherein every employee is entitled to the benefit equivalent to fifteen days salary last drawn for each
completed year of service. The same is payable on termination of service or retirement whichever is earlier. The benefit vests after five years
of continuous service.
Notes to Financial Statements
6129
th
Annual Report 2014-15
I. Reconciliation of opening and closing balances of present value of defined benefit obligation
` in lakhs
Particulars
Leave
encashment
(unfunded)
2014-15
Gratuity (funded)
2014-15
Leave
encashment
(unfunded)
2013-14
Gratuity (funded)
2013-14
Defined benefit obligation at beginning of the year 331 738 291 736
Current service cost 53 128 58 139
Interest cost 26 55 26 58
Actuarial (gain)/loss (50) 12 (44) (2)
Benefits paid - (70) - (193)
Defined benefit obligation at year end 360 863 331 738
II. Reconciliation of opening and closing balances of fair value of plan assets
Particulars
Gratuity (funded)
2014-15
Gratuity (funded)
2013-14
Fair value of plan assets at beginning of the year 505 625
Expected return on plan assets 32 43
Actuarial gain/(loss) 10 4
Employer contribution - 26
Benefits paid (70) (193)
Fair value of plan assets at the year end 477 505
Actual return on plan asset 42 47
III. Reconciliation of fair value of plan assets and present value of defined benefit obligations
Particulars
Leave
encashment
(unfunded)
2014-15
Gratuity (funded)
2014-15
Leave
encashment
(unfunded)
2013-14
Gratuity (funded)
2013-14
Fair value of plan assets (a) 477 - 505
Present value of obligation (b) 360 863 331 738
Present Value of obligation unfunded at the end of the year
recognized as liability as at March 31,2015 (b-a)
360 386 331 233
IV. Expected employers contribution next year
Particulars Gratuity (funded)
2014-15
Gratuity (funded)
2013-14
Expected employers contribution to gratuity next year 176 157
V. Expense recognized in the statement of profit and loss during the year
Particulars
Leave
encashment
(unfunded)
2014-15
Gratuity (funded)
2014-15
Leave
encashment
(unfunded)
2013-14
Gratuity (funded)
2013-14
Current service cost 53 128 58 139
Interest cost 26 55 26 58
Expected return on plan assets - (32) - (43)
Actuarial (gain) / loss (50) 2 (44) (5)
Net cost 29 153 40 149
Notes to Financial Statements
62 29
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Annual Report 2014-15
VI. The amounts pertaining to defined benefit plans are as follows
` in lakhs
Particulars As at
March 31, 2015
As at
March 31, 2014
As at
March 31, 2013
As at
March 31, 2012
As at
March 31, 2011
Gratuity plan (funded)
Defined benefit obligation 863 738 736 650 505
Plan assets 477 505 625 519 482
Surplus / deficit (386) (233) (111) (131) (23)
Experience adjustment plan liabilities 12 (2) (60) 27
Experience adjustment plan assets (10) (4) (4) (2)
VII. Actuarial assumptions
Particulars Leave
encashment
(unfunded)
2014-15
Gratuity (funded)
2014-15
Leave
encashment
(unfunded)
2013-14
Gratuity (funded)
2013-14
Mortality table (LIC) (Ultimate) 06-08 (Ultimate) 06-08 (Ultimate) 06-08 (Ultimate) 06-08
Discount rate (per annum) 7.77% 7.79% 9.10% 9.10%
Expected rate of return on plan assets (per annum) - 8.00% - 8.00%
Rate of escalation in salary (per annum) 5.00% 5.50% 5.00% 5.50%
The estimates of rate of escalation in salary considered in actuarial valuation, take into account inflation, seniority, promotion and other
relevant factors. The discount rate has been chosen by reference to market yields on Government bonds. The above information is certified
by an actuary.
The overall expected rate of return on assets is determined based on the market prices prevailing on the date applicable to the period over
which the obligation is to be settled.
31. EMPLOYEE STOCK OPTION PLANS
Stock option granted to the employees under the stock option scheme established are evaluated as per the accounting treatment prescribed
by the SEBI (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999. The company follows the intrinsic
value method of accounting for the options and accordingly, the excess of value of the stock options as determined by an independent valuer
on the date of grant over the exercise price of the options, if any, is recognized as deferred employee compensation cost and is charged to
the statement of profit and loss.
Employee Stock Option Scheme – 2007
Pursuant to the decision of the shareholders, at their meeting held on July 11, 2007, the company has established an ‘Employee Stock
Option Plan 2007’ (‘ESOS 2007’ or ‘the Scheme’) to be administered by the Compensation Committee of the Board of Directors. ESOS 2007
provides for grant of options amounting to not more than 1.5% of the issued and paid up equity capital of the company outstanding at any
point of time to officers, directors and key employees to purchase equity shares of face value of Rs.10 each, with such option conferring
a right upon the employee to apply for one equity shares of the company, in accordance with the terms and conditions of such issue. The
exercise price of the option is Rs.408
Vesting schedule
For employees with 3 years of completed or more (category-1)
Date of vesting Vesting proportion Time based (part A) Performance based
(part B)
Earliest date of
exercise
Last date of
exercise
Jan 3,2009 33% 100% 0% Jan 3,2009 Jan 3,2014
Jan 3,2010 33% 75% 25% Jan 3,2010 Jan 3,2015
Jan 3,2011 34% 75% 25% Jan 3,2011 Jan 3,2016
Notes to Financial Statements
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For Employees with less than 3 years of completed service (Category-2)
Date of vesting Vesting proportion Time based (part A) Performance based
(part B)
Earliest date of
exercise
Last date of
exercise
Jan 3,2009 25% 100% 0% Jan 3,2009 Jan 3,2014
Jan 3,2010 25% 75% 25% Jan 3,2010 Jan 3,2015
Jan 3,2011 25% 75% 25% Jan 3,2011 Jan 3,2016
Jan 3,2012 25% 75% 25% Jan 3,2012 Jan 3,2017
The following are the number of options outstanding during the year
Particulars 2014-15 2013-14
Number of options outstanding in the beginning of the year (a) 271396 285858
Number of options granted during the year (b) - -
Number of options vested during the year (c) - -
Number of vested options cancelled (d) 9757 10541
Number of unvested options cancelled (e) 2461 3921
Total number of options forfeited during the year (f)=(d)+(e) 12218 14462
Number of options exercised during the year (g) - -
Number of options outstanding at the end of the year (h)=(a)-(f) 259178 271396
Number of options exercisable at the end of the year 39136 51354
32. LEASES
Operating lease
The company has taken various residential / commercial premises and land under cancellable and non-cancellable operating leases. These
lease agreements are normally renewed on expiry.
The future minimum lease payments in respect of non-cancellable leases are as follows:
` in Lakhs
Particulars Minimum lease payments
outstanding as at
March 31,2015 March 31,2014
Due within one year 62 518
Due later than one year and not later than five years 125 819
Due later than five years - -
Total 187 1337
Lease rental expense in respect of operating leases recognized in the statement of profit and loss for the year: Rs. 1246 lakhs (Rs.1794 lakhs)
Notes to Financial Statements
64 29
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33. SEGMENT REPORTING
Primary segment information (business segments)
Information about business segments (information provided in respect of revenue items for the year ended March 31, 2015 and in respect
of assets / liabilities as at March 31, 2015) are furnished below:
` in lakhs
Particulars 2014-15 2013-14
Capital
goods
segment
Construction
and EPC
contracts
segment
Total Capital
goods
segment
Construction
and EPC
contracts
segment
Total
a) Revenue (net) 24626 311874 336500 18477 311083 329560
b) Result 2238 26144 28382 1284 36079 37363
Add: Unallocated income
(net of expenditure)
150 50
Profit before interest and tax 28532 37413
Interest 20662 18174
Profit before tax 7870 19239
Tax expenses
- Current tax 1650 4032
- MAT credit entitlement 17412 (4427)
- Deferred tax (16395) 6619
- Deferred tax - earlier years 988 2020
- Total 3655 8244
Profit for the year 4215 10995
c) Assets 33993 572796 606789 30096 588836 618931
Add: Unallocated corporate assets 12830 12830
Total assets 619619 631761
d) Liabilities 11330 226618 237948 10260 233831 244091
Add: Unallocated corporate liabiltiies 247244 257293
Total liabilities 485191 501384
e) Capital assets acquired during the year 10 1034 1044 516 666 1182
f) Depreciation, impairment and amortisation 252 2256 2508 238 1717 1955
g) Other non-cash charges except depreciation,
impairment and amortisation
(18) (44) (62) 386 363 749
Secondary segment information (geographic segments)
Particulars
Domestic Overseas Total
March 31,
2015
March 31,
2014
March 31,
2015
March 31,
2014
March 31,
2015
March 31,
2014
External revenue by location of Customers 335368 326786 1132 2774 336500 329560
Carrying amount of segment assets by location of
assets
619617 631761 4 - 619622 631761
Capital expenditure 1040 1182 4 - 1044 1182
34. PARTICULARS OF RELATED PARTIES
List of related parties
a. Subsidiary companies
i. Progen Systems and Technologies Limited
ii. BGR Boilers Private Limited
iii. BGR Turbines Company Private Limited
iv. Sravanaa Properties Limited
Notes to Financial Statements
6529
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b. Associate company – Nil
c. Other companies (enterprises where significant influence exists and enterprises where key management personnel have
significant influence)
i. GEA Cooling Tower Technologies (India) Private Limited
ii. GEA BGR Energy System India Limited
iii. Mega Funds India Limited
iv. Sasikala Estate Private Limited
v. Schmitz India Private Limited
vi. Cuddalore Powergen Corporation Limited
vii. ANI Constructions Private Limited
viii. Nannilam Property Private Limited
ix. BGR Odisha Powergen Limited
d. Joint venture
Mecon – GEA Energy System (India) Limited (JV)
e. Key Management Personnel
i. Mr.A.Swaminathan Joint Managing Director and CEO
ii. Mr. V.R. Mahadevan Joint Managing Director
iii. Ms. Swarnamugi Karthik Director - Corporate Strategy
f. Relatives of Key Management Personnel
i. Mrs. Sasikala Raghupathy (Mother of Ms.Swarnamugi Karthik)
ii. Ms. Priyadarshini Raghupathy (Sister of Ms.Swarnamugi Karthik)
iii. Ms. Vaani Raghupathy (Sister of Ms.Swarnamugi Karthik)
iv.Mr. Arjun Govind Raghupathy (Brother of Ms.Swarnamugi Karthik)
Related party transactions
(Information provided in respect of revenue items for the year ended March 31, 2015 and in respect of assets / liabilities as at
March 31, 2015) ` in lakhs
Particulars Subsidiary
Companies
Other
Companies
Key
Management
Personnel
Relatives
of Key
Management
Personnel
2014-15 2013-14
Sales - 3315 - - 3315 2736
Purchases 128740 3858 - - 132598 20952
Investments made - - - - - -
Sale of Investments - - - - - 44
Remuneration - - 422 39 461 626
Rent expenses 18 92 - 44 154 158
Purchase of fixed assets - - - - - -
Sale of fixed assets 0.12 4.25 - - 4 -
Others - - - 25 25 25
Advances given 1043 1551 - - 2594 39898
Repayment of advance given - - - - - -
Guarantees 20 662 - - 682 712
Balances outstanding (22328) 855 - (36) (21509) 37893
Notes to Financial Statements
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Party-wise disclosure of related party transactions:
1. Sales represent, GEA Cooling Tower Technologies (India) Private Limited Rs. 3315 lakhs ( Rs. 2736 lakhs).
2. Purchases represent, Progen Systems and Technologies Limited Rs. 955 lakhs (Rs. 260 lakhs), GEA Cooling Tower Technologies
(India) Private limited Rs. 3655 lakhs (Rs.2452 lakhs), GEA BGR Energy System India Limited Rs. 142 lakhs (Rs. 41 lakhs), BGR
Boilers Private Limited Rs. 80354 lakhs (Rs 17707 lakhs), BGR Turbines Company Private Limited Rs. 47430 lakhs (Rs. 492 lakhs),
Schmitz India Private Limited Rs.61 lakhs (Rs.Nil)
3. Sale of Investments represent, BGR Investment Holdings Company Limited Rs. Nil (Rs. 34 Lakhs), BGR Power Limited Rs. Nil (Rs.
10 lakhs).
4. Remuneration to key management personnel represents, Mr. B.G.Raghupathy Rs. Nil (Rs. 44 lakhs), Mr. V.R. Mahadevan Rs. 129
lakhs (Rs.147 lakhs), Mr. A. Swaminathan Rs. 181 lakhs (Rs. 206 lakhs), Mr. K Chandrashekhar Rs.24 lakhs (Rs. 97 lakhs), Ms.
Swarnamugi Karthik Rs. 88 lakhs (Rs. 88 lakhs).
5. Remuneration to relatives of key management personnel represent, Ms.Priyadarshini Raghupathy Rs. 28 lakhs (Rs. 32 lakhs), Ms.
Vaani Raghupathy Rs. 6 lakhs (Rs.8 lakhs), Mr. Arjun Govind Raghupathy Rs. 5 lakhs (Rs.4 lakhs).
6. Rent paid represents, GEA BGR Energy System India Limited. Rs. 0.30 lakhs (Rs. 0.28 lakhs), Sasikala Estate Private Limited Rs. 83
lakhs (Rs. 89 lakhs), ANI Construction Private Limited Rs. 9 lakhs (Rs. 9 lakhs). Mrs. Sasikala Raghupathy Rs. 44 lakhs (Rs. 42 lakhs),
Sravanaa Properties Limited Rs. 18 lakhs (Rs. 18 lakhs).
7. Sale of fixed assets represent, Progen System and Technologies Ltd Rs. 0.12 lakhs (Rs. Nil), GEA BGR Energy System India Ltd Rs.
4 lakhs (Rs. Nil)
8. Others represent, royalty to Mr. B.G. Raghupathy Rs. Nil (Rs. 8 lakhs), Mrs. Sasikala Raghupathy Rs. 25 lakhs (Rs. 17 lakhs).
9. Advances given represent, Progen Systems and Technologies Limited Rs. 1043 lakhs (Rs. 931 lakhs), BGR Boilers Private Limited
Rs. Nil (Rs. 38192 lakhs), BGR Turbines Company Private Limited Rs. Nil (Rs. 241 lakhs), GEA BGR Energy Systems India Limited
Rs. 304 lakhs (Rs. 60 lakhs), GEA Cooling Tower Technologies (India) Private Limited Rs. 1247 lakhs (Rs. 474 lakhs).
10. Gurantees given represent, Progen Systems and Technologies Limited Rs. 20 lakhs (Rs. 51 lakhs), GEA Cooling Tower Technologies
(India) Private limited Rs. 661 lakhs (Rs. 661 lakhs).
11. Balances outstanding (Net) represent, Progen Systems and Technologies Limited Rs. 1623 lakhs (Rs.1277 lakhs), BGR Boilers Private
Limited Rs. 7580 lakhs (cr.bal) (Rs.22898 lakhs), BGR Turbines Company Private Limited Rs. 16378 lakhs (cr.bal) (Rs. 12348 lakhs),
GEA Cooling Tower Technologies (India)Private Limited Rs. 595 lakhs (cr.bal) (Rs.74 lakhs), GEA BGR Energy System India Limited
Rs. 240 lakhs (Rs.66 lakhs) , Cuddalore Powergen Corporation Limited Rs. 671 lakhs (Rs.671 lakhs), Nannilam Property Private
Limited Rs. 508 lakhs (Rs.508 lakhs), Mega Funds India Limited Rs. 39 lakhs (Rs. 39 lakhs), Schmitz India Private Limited Rs. Nil
(Rs. 60 lakhs), B.G.Raghupathy Rs. Nil (Rs. 8 lakhs (cr. bal)), Sravanaa Properties Limited Rs. 6 lakhs (Rs. 6 lakhs), Sasikala Estate
Private Limited Rs. 7 lakhs (cr.bal) (Rs. 7 lakhs (cr.bal)), ANI Constructions Private Limited Rs.0.77 lakhs (cr.bal) (Rs.Nil)Mrs. Sasikala
Raghupathy Rs. 36 lakhs(cr. bal)(Rs. 39 lakhs(cr. bal)).
Notes to Financial Statements
6729
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35. CONTINGENT LIABILITIES, GUARANTEES, CAPITAL COMMITMENTS AND OTHER COMMITMENTS
` in Lakhs
Particulars
As at
March 31, 2015
As at
March 31, 2014
A Contingent liabilities
Claims against the company not acknowledged as debt
a) On account of sales tax * 29154 4222
b) On account of income-tax 10848 10848
c) On account of service tax ** 25 25
d) On account of provident fund 521 -
e) On account of contractual obligations 2350 2350
f) On account of royalty 4547 4547
B Guarantees
Guarantees and counter guarantees given on behalf of subsidiary and other company 681 712
C Capital commitments
"Estimated amount of contracts remaining to be executed on capital account (net of
advances)"
471 817
D Other commitments
Commitments to fund subsidiaries 5923 5681
* Sales tax includes an amount of Rs. 23740 lakhs (Rs. Nil) (excluding interest and penalty) which has been contested by the VAT
authorities before the Rajasthan Tax Board.
** Service tax represents a sum of Rs. 25 lakhs (Rs. 25 lakhs) (excluding interest and penalty) which has been contested by the service
tax authorities before the Customs Excise and Service Tax Appellate Tribunal.
36. DERIVATIVE INSTRUMENTS AND UNHEDGED FOREIGN CURRENCY EXPOSURE
a. Particulars of derivative contracts entered into for hedging purpose outstanding are as under:
` in Lakhs / Foreign Currency in Lakhs
Particulars
As at March 31,2015 As at March 31,2014
Trade payables Trade receivables Trade payables Trade receivables
Number of contracts 23 10 6 -
Value in foreign currency
GBP 0.22 - 0.45
USD 31 43 11 -
EURO 2 75 - -
Value in INR 2060 7755 675 -
Notes to Financial Statements
68 29
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b. Particulars of unhedged foreign currency exposure are as under :
` in Lakhs / Foreign Currency in Lakhs
Particulars As at
March 31, 2015
As at
March 31, 2014
Assets (Trade receivables / advance to suppliers/bank balances)
In foreign currency
In USD $ 554 741
In EURO 115 81
In GBP 0.12 0.04
In JPY 1 1
In SEK 9 1
In CAD 0.37 -
In AED 0.02 -
In Indian currency
In USD $ 34556 44381
In EURO 7674 6681
In GBP 12 4
In JPY 0.60 1
In SEK 66 7
In CAD 18 -
In AED 0.38 -
Liabilities (Advance from customers/trade payables/buyers credit)
In foreign currency
In USD $ 839 1128
In EURO 342 399
In GBP 0 -
In SEK 8 -
In CAD 1 -
In Indian currency
In USD $ 52293 67549
In EURO 22889 32857
In GBP 8 -
In SEK 59 -
In CAD 40 -
Notes to Financial Statements
6929
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37. VALUE OF IMPORTS ON CIF BASIS
` in Lakhs
Particulars For the year ended
March 31, 2015
For the year ended
March 31, 2014
Raw materials, components, consumables and spare parts 70937 2884
Capital items 167 -
38. EXPENDITURE IN FOREIGN CURRENCY
` in Lakhs
Particulars For the year ended
March 31, 2015
For the year ended
March 31, 2014
Travelling 277 127
Part processing and professional charges 5 67
Royalty 50 32
Agency commission, bank charges and others 783 431
Interest 10 22
Total 1,125 679
39. EARNINGS IN FOREIGN CURRENCY
` in Lakhs
Particulars For the year ended
March 31, 2015
For the year ended
March 31, 2014
Sales 103634 17771
Services 1272 224
Total 104906 17995
40. DEFERRED TAXES
Major components of deferred tax assets and liabilities are as under:
` in Lakhs
Particulars Deferred tax
asset as at
March 31, 2015
Deferred tax
liability as at
March 31, 2015
Deferred tax
asset as at
March 31, 2014
Deferred tax
liability as at
March 31, 2014
Depreciation and impairment - 1483 - 1637
Provision for doubtful receivables 28 - 28 -
Gratuity 123 - 61 -
Compensated absences 218 - 165 -
Others 45 - 30 -
Carry forward tax loss - - 2147 -
Retention money - 33603 - 51860
Total 414 35086 2431 53497
Net 34672 51066
41. IMPAIRMENT OF ASSETS
a. Cash generating units :
There is no impairment loss in cash generating units and hence no provision was made in the financial statements.
b. Other assets :
The company has made a provision of Rs. Nil (Rs. 32 lakhs) in the books of accounts towards impairment of other fixed assets based
on the technicial valuation.
42. In respect to construction contracts, cost of material includes value added tax, central sales tax, works contract tax and service tax.
43. Interest income from fixed deposits have been netted off with interest expense on working capital facilities..
Notes to Financial Statements
70 29
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Annual Report 2014-15
Notes to Financial Statements
44. As required under Section 135 of Companies Act 2013, the company is required to spend Rs.510 lakhs towards Corporate Social
Responsibility (CSR) activities. The company is in the process of identifying programmes\projects, in accordance with the policy. Hence
no expense has been either incurred or provided in the books during the financial year.
45. During the current financial year, notice under section 153A of the Income-tax Act 1961 was received and accordingly the company
has since filed tax returns. Due to the revision, Rs.988 lakhs income tax has been provided during the year and adjusted against MAT
credit available and disclosed under tax relating to earlier years.
46. PROVISIONS
a) The company has made a provision / transfer of Rs. 2336 Lakhs (reversal) (Rs.477 Lakhs) towards warranty and contractual
obligations on the products supplied / contracts executed by the company during the year. The expenses on account of provision
for warranty is grouped under other administrative expenses.
Movement in provisions
` in Lakhs
Particulars
Provision for
Warranty
Provision for
Contractual
Obligations
Provision for
Warranty
Provision for
Contractual
Obligations
14-15 14-15 13-14 13-14
Opening balance 2598 18149 2230 20076
Add :Addition / transfers 536 - 485 -
Less : (a) Provision utilised 105 1565 109 1927
(b) Provision reversed 519 2352 8 -
Closing balance 2510 14232 2598 18149
47. DETAILS OF ROUNDED OFF AMOUNTS
The financial statements are presented in Rs. in lakhs. Those items which are required to be disclosed and which were not presented
in the financial statements due to rounding off to the nearest Rs. in lakhs are given as follows:
Description Note No.
As at
March 31, 2015
As at
March 31, 2014
Dividend from investments - quoted 20 0.24 -
48. PREVIOUS YEAR FIGURES
Figures of previous year have been regrouped / rearranged, wherever required to conform to the current year presentation.
SASIKALA RAGHUPATHY
Chairman
A.SWAMINATHAN
Joint Managing Director and CEO
As per our report of even date
for M/s MANOHAR CHOWDHRY & ASSOCIATES
Chartered Accountants
V.R.MAHADEVAN
Joint Managing Director
SWARNAMUGI KARTHIK
Director - Corporate Strategy
M.S.N.M.SANTOSH
Partner
Membership No.221916
S.R.TAGAT
Director
M.GOPALAKRISHNA
Director
S.A.BOHRA
Director
M.S.SUNDARA RAJAN
Director
HEINRICH BOHMER
Director
GNANA RAJASEKARAN
Director
R.RAMESH KUMAR
President - Corporate and Secretary
P.R.EASWAR KUMAR
President and Chief Financial Officer
Chennai
May 28,2015
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72 29
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Annual Report 2014-15
TO THE MEMBERS OF
BGR ENERGY SYSTEMS LIMITED
Report on the Consolidated Financial
Statements
We have audited the accompanying
consolidated financial statements of BGR
ENERGY SYSTEMS LIMITED (hereinafter
referred to as “the Holding Company”),its
subsidiaries and unincorporated joint
venture (collectively referred to as “the
Group”), comprising of the Consolidated
Balance Sheet as at March 31, 2015, the
Consolidated Statement of Profit and Loss,
the Consolidated Cash Flow Statement
for the year then ended, and a summary
of the significant accounting policies and
other explanatory information (hereinafter
referred to as “the consolidated financial
statements”).
Management’s Responsibility for the
Consolidated Financial Statements
The Holding Company’s Board of Directors
is responsible for the preparation of these
consolidated financial statements in terms
of the requirements of the Companies
Act, 2013 (hereinafter referred to as “the
Act”) that give a true and fair view of the
consolidated financial position, consolidated
financial performance and consolidated
cash flows of the Group in accordance
with the accounting principles generally
accepted in India, including the Accounting
Standards specified under Section 133 of
the Act, read with Rule 7 of the Companies
(Accounts) Rules, 2014. The respective
Board of Directors of the companies and the
persons charged with the governance of the
unincorporated joint venture included in the
Group are responsible for maintenance of
adequate accounting records in accordance
with the provisions of the Act for safeguarding
the assets of the Group and for preventing
and detecting frauds and other irregularities;
the selection and application of appropriate
accounting policies; making judgments and
estimates that are reasonable and prudent;
and the design, implementation and
maintenance of adequate internal financial
controls, that were operating effectively for
ensuring the accuracy and completeness
of the accounting records, relevant to the
preparation and presentation of the financial
statements that give a true and fair view
and are free from material misstatement,
whether due to fraud or error, which have
been used for the purpose of preparation
of the consolidated financial statements by
the Directors of the Holding Company, as
aforesaid.
Auditor’s Responsibility
Our responsibility is to express an opinion
on these consolidated financial statements
based on our audit. While conducting
the audit, we have taken into account the
provisions of the Act, the accounting and
auditing standards and matters which are
required to be included in the audit report
under the provisions of the Act and theRules
made thereunder.
We conducted our audit in accordance
with the Standards on Auditing specified
under Section 143(10) of the Act. Those
Standards require that we comply with
ethical requirements and plan and
perform theaudit to obtain reasonable
assurance about whether the consolidated
financial statements are free from material
misstatements.
An audit involves performing procedures to
obtain audit evidence about the amounts and
the disclosures in the consolidated financial
statements. The procedures selected
depend on the auditor’s judgment, including
the assessment of the risks of material
misstatement of the consolidated financial
statements, whether due to fraud or error. In
making those risk assessments, the auditor
considers internal financial control relevant
to the Holding Company’s preparation of
the consolidated financial statements that
give a true and fair view in order to design
audit procedures that are appropriate in
the circumstances but not for the purpose
of expressing an opinion on whether
theHoldingCompany has an adequate
internal financial controls system over
financial reporting in place and the operating
effectiveness of such controls. An audit also
includes evaluating the appropriateness
of the accounting policies used and the
reasonableness of the accounting estimates
made by the HoldingCompany’sBoard
ofDirectors, as well as evaluating the overall
presentation of the consolidated financial
statements.
We believe that the audit evidence obtainedby
us and the audit evidence obtained by
the other auditors in terms of their reports
referred to in ‘Other Matters’ paragraph
below, is sufficient and appropriate to
provide a basis for our qualifiedaudit opinion
on the consolidated financial statements.
Basis for Qualified Opinion
As detailed in note no. 43(a) to the
consolidated financial statements, the
accompanying consolidated financial
statements include unaudited financial
statements and other financial information
of two subsidiaries, namely, BGR Boilers
Private Limited and BGR Turbines Company
Private Limited, whose aggregate assets
of ` 1,11,800 lakhs as at March 31, 2015,
aggregate revenue of ` 1,28,645 lakhs and
cash outflow amounting to ` 277 lakhs for the
year then ended. These unaudited financial
statements as approved by the respective
Board of Directors of the subsidiary
companies have been furnished to us by the
Management of the Holding Company and
our report insofar as it relates to the amounts
included in respect of these subsidiaries are
based solely on such unaudited financial
statements. We are unable to comment on
adjustments that may have been required
to the accompanying consolidated financial
statements had such unaudited financial
statements been audited.
Qualified Opinion
In our opinion and to the best of our
information and according to the explanations
given to us, except for the effects of the matter
described in the Basis for Qualified Opinion
paragraph above, the aforesaid consolidated
financial statements give the information
required by the Act in the manner so required
and give a true and fair view in conformity with
the accounting principles generally accepted
in India, of the consolidated state of affairs
of the Group as at March 31, 2015, their
consolidated profit and their consolidated
cash flows for the year ended on that date.
Emphasis of Matter
Without qualifying our opinion, we draw
attention to note no. 28 to the consolidated
financial statements, which deals with the
impact on the businesses of two subsidiary
companies viz., BGR Boilers Private Limited
and BGR Turbines Company Private Limited,
pursuant to the global business integration
of thermal power systems business between
Hitachi Ltd, Japan and Mitsubishi Heavy
Industries Limited, Japan.
Independent Auditors’ Report
7329
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Annual Report 2014-15
Considering the same, though the auditors
of the BGR Boilers Private Limited have
qualified their opinion in the auditor’s report
for the previous year ended March 31, 2014,
with respect to the adjustment to the carrying
value of the capital work-in-progress of Rs.
8027 lakhs and service tax receivable of
Rs. 499 lakhs, the Board of Directors of the
Subsidiary Company, after an assessment, is
of the opinion that no adjustment or provision
in respect of capital work-in-progress and
service tax is required to be made.
Other Matters
We did not audit the financial statements of
two subsidiaries, namely, Progen Systems
and Technologies Limited and Sravanaa
Properties Limited, whose financial
statements reflect total assets of Rs. 14,629
lakhs as at March 31, 2015, total revenue
of Rs.1371 lakhs and net cash outflows
amounting to Rs.37.08 lakhs for the year
then ended. We also did not audit the
financial statements of the unincorporated
joint venture, namely, Mecon – GEA Energy
System (India) Limited (JV) whose financial
statements reflect total assets of Rs. 1,676
lakhs as at March31, 2015 and total loss of
Rs. 0.21 lakhs for the year then ended. These
financial statements have been audited by
other auditors whose reports have been
furnished to us by the Management of the
Holding Company, and our opinion is based
solely on the reports of the other auditors.
Our opinion is not qualified in respect of
these matters
For Manohar Chowdhry & Associates
Chartered Accountants
Firm Registration Number: 001997S
M.S.N.M. SANTOSH
Partner
Membership Number: 221916
Place: Chennai
Date: May 28, 2015
Independent Auditors’ Report
74 29
th
Annual Report 2014-15
` in lakhs
Note No.
As at
March 31, 2015
As at
March 31, 2014
EQUITY AND LIABILITIES
Shareholders' funds
Share capital 1 7216 7216
Reserves and surplus 2 124932 122171
Minority interest 7893 8446
Non-current liabilities
Long-term borrowings 3 35176 778
Deferred tax liabilities (net) 41 34207 50647
Other long-term liabilities 4 70925 97104
Long-term provisions 5 16811 20683
Current liabilities
Short-term borrowings 6 176020 200607
Trade payables 7 157388 146047
Other current liabilities 8 47726 27597
Short-term provisions 9 896 4505
TOTAL 679190 685801
ASSETS
Non-current assets
Fixed assets
Tangible assets 10 41577 43163
Intangible assets 10 515 885
Capital work-in-progress 15813 15692
Non-current investments 11 43 43
Long-term loans and advances 12 15767 45182
Other non-current assets 13 51620 47266
Current assets
Inventories 14 5114 6040
Trade receivables 15 241567 275702
Cash and cash equivalents 16 85075 75059
Short-term loans and advances 17 95075 62945
Other current assets 18 127024 113824
TOTAL 679190 685801
Significant accounting policies
Notes to financial statements
1 to 45
SASIKALA RAGHUPATHY
Chairman
A.SWAMINATHAN
Joint Managing Director and CEO
As per our report of even date
for M/s MANOHAR CHOWDHRY & ASSOCIATES
Chartered Accountants
V.R.MAHADEVAN
Joint Managing Director
SWARNAMUGI KARTHIK
Director - Corporate Strategy
M.S.N.M.SANTOSH
Partner
Membership No.221916
S.R.TAGAT
Director
M.GOPALAKRISHNA
Director
S.A.BOHRA
Director
M.S.SUNDARA RAJAN
Director
HEINRICH BOHMER
Director
GNANA RAJASEKARAN
Director
R.RAMESH KUMAR
President - Corporate and Secretary
P.R.EASWAR KUMAR
President and Chief Financial Officer
Chennai
May 28,2015
Consolidated Balance Sheet
7529
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Annual Report 2014-15
` in lakhs
Note No.
For the year
ended
March 31, 2015
For the year
ended
March 31, 2014
INCOME
Revenue from operations 19 338069 331185
Less: Excise duty 1444 1096
336625 330089
Other income 20 711 576
Total revenue 337336 330665
EXPENSES
Cost of material consumed 21 225225 208967
Cost of manufacturing and construction 22 49082 45308
Other direct cost 23 7434 7058
(Increase)/Decrease in work in progress (519) (83)
Employee benefits expense 24 17878 20391
Finance costs 25 20686 18183
Depreciation, impairment and amortization Expense 26 2704 2121
Other expenses 27 8606 11460
Total expenses 331096 313405
Profit before tax 6240 17260
Tax expense
Current tax 1810 4069
MAT credit entitlement 17412 (4427)
Deferred tax (16440) 6599
Tax - earlier years 988 2020
Profit for the year (before adjustment for Minority Interest) 2470 8999
Less: Share of profit / (loss) transferred to / (from) Minority Interest (553) (607)
PROFIT FOR THE YEAR 3023 9607
Earnings per equity share of face value of Rs. 10 each
(1) Basic Rs. 31 4.19 13.31
(2) Diluted Rs. 31 4.19 13.31
Significant accounting policies
Notes to financial statements 1 to 45
SASIKALA RAGHUPATHY
Chairman
A.SWAMINATHAN
Joint Managing Director and CEO
As per our report of even date
for M/s MANOHAR CHOWDHRY & ASSOCIATES
Chartered Accountants
V.R.MAHADEVAN
Joint Managing Director
SWARNAMUGI KARTHIK
Director - Corporate Strategy
M.S.N.M.SANTOSH
Partner
Membership No.221916
S.R.TAGAT
Director
M.GOPALAKRISHNA
Director
S.A.BOHRA
Director
M.S.SUNDARA RAJAN
Director
HEINRICH BOHMER
Director
GNANA RAJASEKARAN
Director
R.RAMESH KUMAR
President - Corporate and Secretary
P.R.EASWAR KUMAR
President and Chief Financial Officer
Chennai
May 28,2015
Consolidated Statement of Profit and Loss
76 29
th
Annual Report 2014-15
` in lakhs
For the year ended
March 31, 2015
For the year ended
March 31, 2014
A CASH FLOW FROM OPERATING ACTIVITIES
Net profit before tax and extraordinary items
6240 17260
Adjustments for :
Depreciation,impairment and amortization
2704 2121
Dividend from investments - quoted
- (1)
Loss on sale of fixed assets (net)
9 16
(Profit) / loss on unrealized foreign exchange gain
(561) (1798)
Premium on forward exchange contract amortized
31 3
(Profit) / loss on sale of Investment
- (33)
Provision for warranty
- 477
Trade receivables written off
- 272
Share of minority interest
553 607
Interest expense (net)
20686 23422 18183 19847
Operating profit before working capital changes
29662 37108
(Increase) in trade receivables
34135 10089
(Increase) in inventories
926 (1766)
(Increase) in current assets
(26904) (24832)
(Increase) / decrease In loans and advances
(2717) (32194)
Increase in trade payables and provisions
1041 35930
6481 (12773)
Cash generated from operations
36143 24335
Direct taxes (paid) / refund (Net)
(21315) (3197)
Net cash flow from operating activities
14828 21137
B CASH FLOW FROM INVESTING ACTIVITIES :
Purchase of fixed assets
(1053) (1258)
Sale of fixed assets
34 91
Sale of investments
- 43
(Increase) in capital work-in-progress
(121) (3164)
Dividend from investments - quoted
- 1
Net cash flow from investing activities
(1140) (4287)
C CASH FLOW FROM FINANCING ACTIVITIES
Long term borrowings (repaid)
34398 (597)
Payment of dividend
(2165) (5051)
Tax on dividend paid
(368) (858)
Short term borrowings (repaid) / availed
(24586) (18381)
Interest paid (net)
(20301) (18487)
Net cash flow from financing activities
(13022) (43374)
Net increase in cash and cash equivalents (A+B+C)
666 (26523)
Cash and cash equivalents as at April 1, 2014
36979 63503
Cash and cash equivalents as at March 31, 2015
37645 36979
Cash on hand
16 21
On current accounts
1742 2233
On deposit accounts
35886 34725
SASIKALA RAGHUPATHY
Chairman
A.SWAMINATHAN
Joint Managing Director and CEO
As per our report of even date
for M/s MANOHAR CHOWDHRY & ASSOCIATES
Chartered Accountants
V.R.MAHADEVAN
Joint Managing Director
SWARNAMUGI KARTHIK
Director - Corporate Strategy
M.S.N.M.SANTOSH
Partner
Membership No.221916
S.R.TAGAT
Director
M.GOPALAKRISHNA
Director
S.A.BOHRA
Director
M.S.SUNDARA RAJAN
Director
HEINRICH BOHMER
Director
GNANA RAJASEKARAN
Director
R.RAMESH KUMAR
President - Corporate and Secretary
P.R.EASWAR KUMAR
President and Chief Financial Officer
Chennai
May 28,2015
Consolidated Cash Flow Statement
7729
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Notes to Consolidated Financial Statements
A. SIGNIFICANT ACCOUNTING POLICIES
a. Accounting conventions
The consolidated financial statements of the group have been prepared in accordance with Accounting Standard 21 “Consolidated
Financial Statements” and Accounting Standard 27 “ Financial Reporting of Interests in Joint Ventures”.The consolidated financial state-
ments are prepared under the historical cost convention and following the accrual basis of accounting, in accordance with the Generally
Accepted Accounting Principles in India (‘I-GAAP’) and mandatory accounting standards as notified under the relevant provisions of the
Companies Act, 2013.
b. Principles of consolidation:
The basis of preparation of the consolidated financial statements is as follows:
i The financial Statements (Balance sheet, Statement of Profit and Loss and Cash Flow statement) of the group have been combined
on a line-by-line basis by adding together the book values of like items of assets, liabilities, income and expenses, after eliminating
intra-group transactions and the resulting unrealized profits or losses.
ii. The difference between the cost of investment in the subsidiaries over the Company’s share of net assets at the time of acquisition of
subsidiary is recognized as Goodwill or Capital Reserve, as the case may be. Minorities’ share of net assets is identified and disclosed
separately in the Consolidated Balance Sheet.
iii. Interest in the assets, liabilities, income and expense of the Joint Ventures are consolidated using proportionate consolidation method.
The differential with respect to the cost of investments in the jointly controlled entity over the Company’s share of its net assets of the
jointly controlled entity is recognized as Goodwill or Capital Reserve, as the case may be.
The consolidated Financial Statements are prepared using the uniform accounting policies for like transactions and other events in
similar circumstances except stated otherwise.
c. Use of estimates
The preparation of financial statements, in conformity with I-GAAP requires the management to make estimates and assumptions that
affect the reported amounts of assets and liabilities, disclosure of contingent liabilities at the date of the financial statements and the
reported amount of revenues and expenses during the reporting period. Differences between the actual results and the estimates are
recognized prospectively in the year in which the results are known / materialized.
d. Fixed assets and intangible assets
Fixed assets are assets held with the intention of being used for the purpose of producing goods or rendering of services and are not
held for sale in the ordinary course of business. The cost of fixed assets comprise the purchase price including import duties and other
non refundable taxes or levies and any directly attributable cost to bring the asset to working condition for intended use. Further, any trade
discounts and rebates are deducted in arriving at the cost.
Intangible assets are identifiable non-monetary assets, without physical substance, held for use in producing / supplying goods or
rendering of services, for rental to others, or for administrative purposes. The intangible assets are separately acquired and the costs
of such intangible assets are capable of being measured reliably. The cost of intangible assets comprises the purchase price including
import duties and other non refundable taxes or levies and any directly attributable cost on making the asset ready for intended use.
e. Depreciation and amortization
Depreciation on fixed assets is provided based on useful life of the assets, on straight line method in accordance with the rates prescribed
under Schedule II of the Companies Act, 2013. Intangible assets are amortized over a period of 5 years on straight line basis.
In the financial statements of BGR Boilers Private Limited and BGR Turbines Company Private Limited, depreciation is being measured
and recognised using written down value method unlike straight line method used by the Group. The proportion of such assets is as
follows:
Assets
Proportion of Proportion of
Net block Depreciation Net block Depreciation
March 31, 2015 March 31, 2015 March 31, 2014 March 31, 2014
Furniture & fixtures 9% 24% 13% 25%
Vehicles 2% 3% 3% 5%
Office equipments 3% 9% 7% 22%
78 29
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Annual Report 2014-15
f. Investments
Investments are classified into long-term and current investments based on the intent of management at the time of acquisition.
Long term investments are stated at cost less provision for diminution in value other than temporary, if any. Current investments are carried
at cost or fair value whichever is lower.
g. Earnings per share (EPS)
Basic and diluted EPS are computed in accordance with Accounting standard (AS) 20 – “Earnings per share”
Basic EPS is calculated by dividing the net profit or loss after tax for the year attributable to equity shareholders by the weighted average
number of equity shares outstanding during the year.
Diluted EPS is calculated on the same basis as Basic EPS, after adjusting for the effects of potential dilutive equity shares unless the effect
of the potential dilutive equity shares is anti-dilutive.
h. Revenue recognition
a) Sales are accounted on the basis of despatches in accordance with the terms of sale when significant risks and rewards are transferred
to the customer.
b) Sales include equipment billed but despatch of which is withheld at the request of the customer.
c) Revenue from services is recognized in accordance with the specific terms of contract on performance.
d) Freight reimbursements are recognized as income on dispatching goods to customer and such freight income is reduced by the actual
freight expenses incurred.
e) Revenue from construction contracts is recognized by reference to the stage of completion of the contract activity at the reporting date
of the financial statements on the basis of percentage of completion method. The stage of completion of contracts is measured by
reference to the proportion that contract costs incurred for work performed up to the reporting date bear to the estimated total contract
costs for each contract.
f) Expected loss, if any, on the construction / project related activity is recognized as an expense in the period in which it if foreseen,
irrespective of the stage of completion of the contract. While determining the amount of foreseeable loss, all elements of costs and
related incidental income not included is taken into consideration.
g) In respect of construction contracts revenues include taxes and duties.
h) Other Income – i) Interest income is recognized on a time proportion basis taking into account the amount outstanding and the rate
applicable, ii) Dividend income is recognized when the company’s right to receive dividend is established.
i. Inventories
Raw materials and stores and spares are valued at lower of cost and net realizable value. However, these items are considered to be
realizable at cost if the finished products, in which they will be used are expected to be sold at or above cost.
Work-in-progress and finished goods are valued at lower at cost and net realizable value. Finished goods and work-in-progress include
cost of conversion and other costs incurred in bringing the inventories to their present location and condition.
Cost of inventories is determined on a weighted average basis
Saleable scrap, whose cost is not identified, is valued at net realizable value
j. Foreign currency transactions
Transactions in foreign currencies are recorded at the exchange rates prevailing on the date of transaction. Monetary items are translated
at the rates prevailing on the reporting date. The exchange difference between the rate prevailing on the date of transaction and on the
date of settlement and also on translation of monetary items at the reporting date is recognized as income or expense. Non-monetary
items which are carried in terms of historical cost denominated in a foreign currency are reported using the exchange rate at the date of
the transaction; and non-monetary items which are carried at fair value or other similar valuation denominated in a foreign currency are
reported using the exchange rates that existed when the values were determined.
For forward contracts which are entered into to hedge the foreign currency risk of the underlying outstanding on the date of entering into
that forward contract, the premium or discount on such contracts is amortized as income or expense over the life of the contract. Any profit
or loss arising on the cancellation or renewal of forward contracts is recognized as an income or expense for the period. The exchange
difference on such a forward exchange contract is calculated as the difference between : -
Notes to Consolidated Financial Statements
7929
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Annual Report 2014-15
a) the foreign currency amount of the contract translated at the exchange rate at the reporting date, or the settlement date where the
transaction is settled during the reporting period, and
b) the same foreign currency amount translated at the later of the date of inception of the forward exchange contract and the last
reporting date. Such exchange differences are recognized in the statement of profit and loss in the reporting period in which the
exchange rates change
k. Cash flows
Cash and cash equivalents consist of cash and cash on deposit with scheduled banks, other than margin money deposits.
Cash flows are reported using the indirect method, whereby profit before tax is adjusted for the effects of transactions of a non-cash
nature and any deferrals or accruals of past or future operating cash receipts or payments and items of income or expense associated
with investing or financing cash flows. The cash flows from regular revenue generating, financing and investing activities of the company
are segregated.
l. Income taxes
Tax expense comprises of current tax and deferred tax. Current tax is measured at the amount expected to be paid to the tax authorities in
accordance with the provisions of the Income-tax Act, 1961. Deferred tax assets and liabilities are recognized for the future tax consequences
attributable to timing differences between taxable income and accounting income which are capable of reversal in subsequent periods
and are measured using the tax rates and tax laws that have been enacted or substantively enacted by the reporting date.
Deferred tax assets are recognized only to the extent that there is reasonable certainty that sufficient future taxable income will be available
against which such deferred tax assets can be realized. In situations where the company has unabsorbed depreciation or carry forward
tax losses, deferred tax assets are recognized only if there is virtual certainty supported by convincing evidence that they can be realized
against future taxable profits.
Minimum alternate tax (MAT) credit is recognized as an asset only when and to the extent there is convincing evidence that the company
will pay normal income tax during the period in which the company is allowed to carry forward the MAT credit as per the provisions of
the Income-tax Act, 1961 (“specified period”). The company reviews the same at each balance sheet date and writes down the carrying
amount of MAT credit asset to the extent there is no longer convincing evidence to the effect that the company will pay normal income tax
during the specified period.
m. Impairment of assets
At every balance sheet date, the company determines whether the provisions should be made for the impairment loss on assets by
considering the indications that the carrying amount of the asset exceeds the recoverable amount as per recognition and measurement
principles laid down in AS-28 “Impairment of Assets”. All impairment losses are recognized in statement of profit and loss. An impairment
loss is reversed if there has been a change in the estimates used to determine the recoverable amount and is recognized in the statement
of profit and loss.
n. Employee benefits
a) Short term employee benefits :
Short-term employee benefits are recognized as an expense at the undiscounted amount in the statement of profit and loss for
the year in which related services are rendered.
b) Post employment benefits:
i) Defined contribution plan:
Company’s contributions paid/payable during the year towards provident fund, pension scheme and employees’ state
insurance (ESI) scheme are recognized in the statement of profit and loss.
ii) Defined benefit plan:
Company’s liability towards gratuity in accordance with the Payment of Gratuity Act, 1972 is determined based on
actuarial valuation using the projected unit credit method as at the balance sheet date. The company contributes all the
ascertained liabilities to SBI Life Insurance which administers the contributions and makes the payment at retirement, death,
incapacitation or termination of employment.”
Notes to Consolidated Financial Statements
80 29
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Annual Report 2014-15
c) Other long-term employee benefits:
The company provides for compensated absences subject to certain rules. The employees are entitled to accumulate such
absences for availment as well as encashment. As per the regular past practice followed by the employees, it is not expected that
the entire accumulated absence shall be encashed or availed by the employees during the next twelve months and accordingly
the benefit is treated as other long-term employee benefits. The liability is recognized on the basis of the present value of the future
benefit obligations as determined by actuarial valuation.”
d) All actuarial gains/losses in respect of post employment benefits and other long term employee benefits are charged to the statement
of profit and loss.
o. Borrowing costs
Borrowing costs that are attributable to the acquisition or construction of a qualifying asset are capitalized as part of the cost of such asset
till such time the asset is ready for its intended use. A qualifying asset is an asset that necessarily takes a substantial period of time to get
ready for its intended use. All other borrowing costs are recognized as an expense in the period in which they are incurred.
p. Leases
Finance leases, which transfer to the company substantially all the risks and rewards incidental to ownership of the leased item, are
capitalized at the lower of the fair value and present value of the minimum lease payments at the inception of the lease term and disclosed
as leased assets. Lease payments are apportioned between the finance charges and reduction of the lease liability based on the implicit
interest rate or incremental borrowing rate as applicable. Finance charges are charged directly against income. The costs identified as
directly attributable to activities performed for a finance lease are included as part of the amount recognized as leased assets.
If there is no reasonable certainty that the company will obtain the ownership by the end of the lease term, capitalized leased assets are
fully depreciated over the lease term or their useful life, whichever is shorter.
Leases where the lessor retains substantially all the risks and rewards of ownership of the leased assets, are classified as operating
leases.
Lease payments under operating lease are recognized as an expense in the statement of profit and loss on a straight line basis over the
lease term.
q. Provisions
i) The company recognizes provision when there is a present obligation of the enterprise arising from past events, the settlement of which
is expected to result in an outflow from the enterprise of resources embodying economic benefits which can be measured only by using
a substantial degree of estimation.
ii) Provision for contractual obligation has been provided for in accounts based on management’s assessment of the probable outcome
with reference to the available information supplemented by experience of similar transactions.
iii) The company makes provision towards warranty obligation arising under the contract, while progressively recognising the revenue,
based on management estimate and past experience of similar contracts. Such provision is maintained until the warranty period is
completed.
r. Contingent liabilities
The company recognizes contingent liability for disclosure in notes to accounts, if any of the following conditions fulfilled
i) a possible obligation that arises from past events and the existence of which will be confirmed only by the occurrence or non-occurrence
of one or more uncertain future events not wholly within the control of the enterprise; or
ii) a present obligation that arises from past events but is not recognized because:
- it is not probable that an outflow of resources embodying economic benefits will be required to settle the obligation; or
- a reliable estimate of the amount of the obligation cannot be made.
Notes to Consolidated Financial Statements
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B. NOTES TO ACCOUNTS
The consolidated financial statements present the consolidated accounts of the company, which consists of the accounts of the
company and its subsidiaries and joint venture , indicated below
Subsidiary companies
S.No. Name of the company Country of
Incorporation
Extent of
holding (%)
as on
March 31,
2015
Goodwill
or (capital
reserve) on
account of
consolidation
Extent of
holding (%)
as on
March 31,
2014
Goodwill
or (capital
reserve) on
account of
consolidation
1 Progen Systems and Technologies Limited India 69.67% 59 69.67% 59
2 BGR Boilers Private Limited India 70% --- 70% ---
3 BGR Turbines Company Private Limited India 74% --- 74% ---
4 Sravanaa Properties Limited India 100% (242) 100% (242)
Joint ventures
S.No. Name of the company
Country of
incorporation
Extent of
interest (%)
as on
March 31,
2015
Goodwill
or (capital
reserve) on
account of
consolidation
Extent of
interest (%)
as on March
31, 2014
Goodwill
or (capital
reserve) on
account of
consolidation
1 Mecon - GEA Energy System (India) Limited (JV) India 10% & 30% on
two different
construction
projects
Nil 10% & 30% on
two different
construction
projects
Nil
Shareholders’ funds
1 SHARE CAPITAL As at
March 31, 2015
` in lakhs
As at
March 31, 2014
` in lakhs
Authorised
10,00,00,000 equity shares of Rs.10 each (10,00,00,000) 10000 10000
Issued, subscribed and paid up
7,21,61,560 equity shares of Rs.10 each (7,21,61,560) 7216 7216
a. Reconciliation of the number of shares outstanding at the beginning and at the end of the reporting year
Equity shares
As at
March 31, 2015
As at
March 31, 2014
No. of
Shares
` in lakhs
No. of
Shares
` in lakhs
Outstanding at the beginning of the year
72161560 7216 72161560 7216
Issued during the year - Employee Stock Option Scheme
- - - -
Outstanding at the end of the year
72161560 7216 72161560 7216
b. Terms/rights attached to equity shares
The company has one class of shares referred to as equity shares having a par value of Rs 10. Each holder of equity shares is entitled to
one vote per share.
Notes to Consolidated Financial Statements
82 29
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Annual Report 2014-15
c. Details of shareholders holding more than 5% shares in the company
As at
March 31, 2015
` in lakhs
As at
March 31, 2014
` in lakhs
No. of
Shares
% holding
No. of
Shares
% holding
Mrs. Sasikala Raghupathy
26868450 37.23 26868450 37.23
BGR Investment Holdings Company Limited
27248400 37.76 27248400 37.76
d. The company has reserved issuance of 259178 (271396) equity shares of Rs.10 each for offering to eligible employees of the
company and its subsidiaries under the Employee Stock Option Scheme - 2007. (refer Note 31)
2 RESERVES AND SURPLUS As at
March 31, 2015
` in lakhs
As at
March 31, 2014
` in lakhs
i. Capital reserve on consolidation 242 242
ii. Securities Premium Account
Opening balance 31895 31895
Closing balance 31895 31895
iii. General reserve
Opening balance 13232 12133
Add: Amount transferred from statement of profit and loss 422 1099
Closing balance 13654 13232
iv. Revaluation Reserve
Opening Balance
Add: Amount transferred from Statement of Profit and Loss
v. Balance in statement of profit and loss
Opening balance 76802 70867
Add: Profit for the year 3023 9606
Less : Adjustment towards depreciation 262 -
Less :- Appropriations
Proposed dividend - 2165
Tax on proposed dividend - 368
Tax on proposed dividend - earlier years - 39
Transfer to general reserve 422 1099
Closing balance 79141 76802
TOTAL 124932 122171
3 LONG-TERM BORROWINGS As at
March 31, 2015
` in lakhs
As at
March 31, 2014
` in lakhs
Non Current Current Non Current Current
Secured
i. Term loans from banks
35143 580 723 580
ii. Fixed assets Loans
a. from financial institutions
- - - 6
Unsecured
iii. Deferred payment liabilities - Interest free sales tax loan
33 - 55 -
35176 580 778 586
Less : - Amount disclosed under the head "other current liabilities" (refer Note 8)
- 580 - 586
35176 - 778 -
Notes to Consolidated Financial Statements
8329
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Annual Report 2014-15
Term loan includes
1) Rs. 723 lakhs (Rs.1303 lakhs) from State Bank of Travancore and is secured by a first charge on fixed assets purchased out of the
term loan and land and buildings of AFC factory of the company.The loan is repayable in 20 quarterly equal instalments starting from
30.09.2011.
2) Corporate loan of Rs.35000 lakhs (Rs.Nil) from Syndicate Bank and is secured by the specified receivables of the company and col-
lateral security of the subsidiary companies and other companies\persons. The loan is repayable in 16 quarterly instalments starting
from 01.07.2016.
4 OTHER LONG-TERM LIABILITIES
As at
March 31, 2015
` in lakhs
As at
March 31, 2014
` in lakhs
Advance from customers 38298 74128
Trade payables 32560 22902
Other payables 67 74
70925 97104
5 LONG-TERM PROVISIONS
As at
March 31, 2015
` in lakhs
As at
March 31, 2014
` in lakhs
Provision for contractual obligation (refer Note 38) 14232 18149
Provision for warranty (refer Note 38) 2452 2482
Provision for leave encashment 66 -
Employee benefit - gratuity 61 52
16811 20683
6 SHORT-TERM BORROWINGS
As at
March 31, 2015
` in lakhs
As at
March 31, 2014
` in lakhs
Secured
Working capital loans from banks 176020 200607
176020 200607
a) The balance in project specific escrow,current and EEFC accounts have been netted off against respective project’s working capital
loan accounts.
b) The company has availed working capital loans on pari-passu basis from State Bank of India and State Bank of Hyderabad. These
loans are secured by hypothecation of inventories, trade receivables and movable assets of the capital goods segment of the company.
The loans from State Bank of India and State Bank of Hyderabad are further secured by a second charge on the fixed assets of the
company.
c) The company has availed contract specific working capital loans from State Bank of India, State Bank of Hyderabad, State Bank of
Travancore, State Bank of Patiala, State Bank of Bikaner & Jaipur , State Bank of Mysore, IDBI Bank, Punjab National Bank, Vijaya Bank,
Indian Bank, Indian Overseas Bank , Corporation Bank, Allahabad Bank, Bank of India, Andhra Bank, Central Bank of India, Syndicate
Bank, Axis Bank, ICICI Bank, Kotak Mahindra Bank Ltd, Export Import Bank of India, Union Bank of India and The Karur Vysya Bank
Limited. These loans are secured by hypothecation of inventories, trade receivables and movable current assets of the respective
contracts. The participating banks share the securities on pari-passu basis.
7 TRADE PAYABLES
As at
March 31, 2015
` in lakhs
As at
March 31, 2014
` in lakhs
Micro and small enterprises 160 88
Others 157228 145959
157388 146047
Notes to Consolidated Financial Statements
84 29
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Annual Report 2014-15
8 OTHER CURRENT LIABILITIES
As at
March 31, 2015
` in lakhs
As at
March 31, 2014
` in lakhs
Current maturities of long term borrowings (refer Note 3) 580 586
Current maturities of advance from customers 45476 26097
Interest accrued but not due on borrowings 540 136
Unpaid dividends 53 64
Other payables * 1077 714
47726 27597
* Other payables include Expenses payable, Employee dues, withholding taxes and other Statutory dues
9 SHORT TERM PROVISIONS
As at
March 31, 2015
` in lakhs
As at
March 31, 2014
` in lakhs
i. Provision for employee benefits
Provision for bonus 24 30
Provision for leave encashment 370 425
Provision for gratuity 385 235
ii. Others
Provision for warranty (refer Note 38) 58 116
Proposed dividend - 2165
Provision for
Tax on proposed dividend - 368
Wealth tax 7 8
Income taxes (net) 52 1158
896 4505
Notes to Consolidated Financial Statements
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Annual Report 2014-15
10. FIXED ASSETS
` in lakhs
PARTICULARS GROSS BLOCK DEPRECIATION / AMORTISATION NET BLOCK
As at During the year As at Up to Additions /
Adjustments
Deletions Up to As at
March
31, 2014
Additions /
Adjustments
Deletions March 31,
2015
March 31,
2014
March 31,
2015
March
31,
2015
March
31, 2014
Tangible Assets
Land 25390 - - 25390 - - - - 25390 25390
Buildings 2547 1 - 2548 401 83 - 484 2064 2146
Plant & Equipment 19269 783 3 20048 5936 1577 1 7512 12536 13333
Furniture &
Fixtures *
705 75 5 775 195 79 1 273 502 510
Office Fixtures 222 2 - 224 191 27 - 218 6 31
Office Equipments * 1289 32 0 1321 498 519 0 1017 304 790
Electrical Installations 370 16 0 386 151 50 - 201 185 220
Vehicles 1460 136 102 1494 717 253 66 904 590 743
Intangible Assets
Goodwill on
consolidation
59 - - 59 - - - - 59 59
Technical Know-
How **
1151 - - 1151 864 138 - 1002 149 287
Software ** 2140 8 - 2149 1601 241 - 1842 307 539
TOTAL 54602 1053 110 55545 10554 2965 67 13453 42092 44048
As at 31.03.2014 53715 1258 371 54602 8699 2089 234 10554 44048
* Impairment loss recognised in the statement of profit and loss during the financial year for office equipments & furniture and fixtures is Rs. Nil (Rs.32 Lakhs)
(Refer Note 34)
** Both the assets are other than internally generated.
Pursuant to the enactment of Companies Act 2013, the company has applied the estimated useful lives as specified in Schedule II. Accordingly, the
unamortised carrying value is being depreciated / amortised over the revised / remaining useful lives. The written down value of Fixed Assets whose useful lives
have expired as at 1st April 2014, have been adjusted, in the opening balance of statement of Profit and Loss amounting to Rs.262 lakhs.
Notes to Consolidated Financial Statements
86 29
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Annual Report 2014-15
11 NON-CURRENT INVESTMENTS
As at
March 31, 2015
` in lakhs
As at
March 31, 2014
` in lakhs
i. (Long-term investments)
a) Trade investments (at cost)
In Equity shares of other companies - Unquoted, fully paid up - -
ii. b) Other investments (at cost)
i) In Equity shares of other companies - Quoted, fully paid up
13,970 Indian Bank 13 13
(13,970) of Rs.91 per share
ii) In Mutual funds - Quoted fully paid up - face value Rs 10 each
50,000 SBI Mutual Fund-Magnum Multi Cap Fund - Dividend
(50,000) units 5 5
2,50,000 SBI Mutual Fund-Infrastructure Fund - I - Growth
(2,50,000) units 25 25
43 43
1) Aggregate market value of quoted investments 65 42
2) Aggregate book value of quoted investments 43 43
3) Aggregate book value of unquoted investments - -
12 LONG-TERM LOANS AND ADVANCES
As at
March 31, 2015
` in lakhs
As at
March 31, 2014
` in lakhs
i. Secured considered good
Advance to suppliers 238 753
ii. Unsecured considered good
Deposit 1572 1375
Loans and advance to related parties (refer Note 30) 721 729
Capital advance 1523 1523
MAT credit entitlement 1507 19906
Other loans and advances * 10206 20896
15767 45182
* Other Loans and advances include dues from customers and tax refund (net of provision for taxation) from the Government.
12.1. Cochin Project: The end client of Cochin Port Road Connectivity Project viz., Cochin Port Road Company Ltd., (SPV of NHAI) terminated
the contract on May 28, 2007. Consequently, the end client encashed BGs for a value of Rs.1270 lakhs furnished by the company on
behalf of MECON – GEA (JV). The main contractor viz., MECON – GEA (JV) contested the termination of the contract. The disputes
after having been reviewed by the Dispute Review Board are now subject to arbitration. The Arbitral Tribunal heard the matter and the
parties have filed their written submissions. The parties have also concluded the oral arguements. The tribunal has reserved the matter
for passing of award. The arbitral award is expected in due course of time. Based on legal opinion, the company has identified a sum
of Rs. 1654 lakhs (Rs.1654 lakhs) as at March 31, 2015 as recoverable advances from the end client through the JV and is grouped
under other loans and advances.
12.2. Tuticorin Project: The end client of Tirunelveli – Tuticorin Port Connectivity Project viz., Tuticorin Port Road Company Ltd (SPV of
NHAI) terminated the contract and encashed BGs for aggregate value of Rs.2652 lakhs and the same were restituted as per orders
of the High Court of Madras (Madurai Bench). The disputes, including termination of contract, were reviewed by the Disputes Review
Board and recommendations were granted in favour of the JV. Tuticorin Port Road Company Ltd (SPV of NHAI) challenged the
Notes to Consolidated Financial Statements
8729
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Annual Report 2014-15
recommendations before the Arbitration Tribunal. The proceedings before the Arbitral Tribunal are pending. In view of these facts, the
company has identified a sum of Rs. 83 lakhs (Rs.83 lakhs) as at March 31, 2015 as recoverable advances from the end client through
the JV and is grouped under other loans and advances.
13 OTHER NON-CURRENT ASSETS As at
March 31, 2015
` in lakhs
As at
March 31, 2014
` in lakhs
As at
March 31, 2015
` in lakhs
As at
March 31, 2014
` in lakhs
Unsecured
Trade receivables - considered good (refer Note 15.3) 42144 41401
Trade receivables - considered doubtful 83 83
Less:- Provision for doubtful receivable 83 83
- -
Margin money deposits - maturity more than 12 Months 9071 5641
Interest accrued on margin money deposits 405 224
51620 47266
14 INVENTORIES As at
March 31, 2015
` in lakhs
As at
March 31, 2014
` in lakhs
Raw materials and components 2312 3768
Consumables 24 15
Work-in-progress 2773 2253
Loose tools 5 4
5114 6040
15 TRADE RECEIVABLES As at
March 31, 2015
` in lakhs
As at
March 31, 2014
` in lakhs
(Unsecured and considered good)
Over six months 3467 3995
From related parties 881 441
Others 237219 271266
241567 275702
15.1. Trade receivables – Others, includes retention amount of Rs. 97188 lakhs (Rs.150898 lakhs) which, in accordance with the terms of
the contracts were not due for payments as at March 31, 2015
15.2. The company has sought confirmation of balances of major trade receivables. In cases where letters of confirmation have been
received from parties, book balances have been reconciled and adjusted, if required. In other cases, balances in accounts of trade
receivables have been taken as per books of account.
15.3. During the year the company utilised warranty provision of Rs.27 lakhs (Rs.Nil) and contractual obligation provision of Rs.1565 lakhs
(Rs.Nil) against the receivables from Rajasthan Rajya Vidyut Nigam Limited amounting to Rs.1592 lakhs.
Notes to Consolidated Financial Statements
88 29
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Annual Report 2014-15
16 CASH AND CASH EQUIVALENTS As at
March 31, 2015
` in lakhs
As at
March 31, 2014
` in lakhs
Cash and cash equivalent:
Balances with banks :
- On current accounts 1742 2233
- On deposit accounts 35886 34725
Cash on hand 16 21
Other bank balances
Margin money deposits 47378 38034
On unpaid dividend accounts 53 46
85075 75059
16.1 Bank balances of Rs.3 Lakhs (Rs.3 Lakhs) are subject to confirmation.
17 SHORT-TERM LOANS AND ADVANCES As at
March 31, 2015
` in lakhs
As at
March 31, 2014
` in lakhs
Secured considered good
Advance to suppliers 8359 5517
Unsecured considered good
Advance to suppliers 8596 5332
Loans and advances to related parties (refer Note 30) 773 1115
Other loans and advances * 77206 50763
Deposits 141 218
95075 62945
* Includes employee loans, travel advances, prepaid expenses, DGFT refund, CENVAT credit receivable, VAT credit receivable and forward
contract valuation
18 OTHER CURRENT ASSETS As at
March 31, 2015
` in lakhs
As at
March 31, 2014
` in lakhs
Interest accrued on deposit accounts 1847 1396
Contracts in progress (net) 125177 112428
[Contracts in progress comprise unbilled revenue of Rs. 1,29,436 lakhs (Rs. 1,23,197 lakhs)
and unearned revenue of Rs. 4,259 lakhs (Rs. 10,769 lakhs)]
127024 113824
19 REVENUE FROM OPERATIONS For the year ended
March 31, 2015
` in lakhs
For the year ended
March 31, 2014
` in lakhs
Sale of manufactured goods 25203 19624
Contracting income 310855 310874
Erection and service income 901 401
Other operating revenue 1110 286
338069 331185
Less: Excise duty 1444 1096
336625 330089
Notes to Consolidated Financial Statements
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Annual Report 2014-15
20 OTHER INCOME For the year ended
March 31, 2015
` in lakhs
For the year ended
March 31, 2014
` in lakhs
Dividend from investments - quoted (refer note 43) - 1
Insurance claim received 142 -
Foreign Exchange Variation (Net) - 6
Interest on advances / refunds / deposit 554 524
Profit on sale of investment - 33
Others 15 12
711 576
21 COST OF MATERIAL For the year ended
March 31, 2015
` in lakhs
For the year ended
March 31, 2014
` in lakhs
Opening inventory 3783 2100
(Raw materials, consumables, bought outs and components)
Add : Purchases 223779 210650
227562 212750
Less: Closing inventory 2337 3783
(Raw materials, consumables, bought outs and components)
(refer Note 35) 225225 208967
22 COST OF MANUFACTURING AND CONSTRUCTION For the year ended
March 31, 2015
` in lakhs
For the year ended
March 31, 2014
` in lakhs
Subcontracting and processing charges 48554 44899
Power and fuel 528 409
49082 45308
23 OTHER DIRECT COST For the year ended
March 31, 2015
` in lakhs
For the year ended
March 31, 2014
` in lakhs
Agency commission 97 81
Insurance 1115 1518
Bank charges 5436 4620
Professional fees 654 376
Packing and forwarding 132 463
7434 7058
24 EMPLOYEE BENEFITS EXPENSES For the year ended
March 31, 2015
` in lakhs
For the year ended
March 31, 2014
` in lakhs
Salaries, allowances and bonus 15586 18009
Contribution to P.F., E.S.I., and Gratuity 774 867
Workmen and staff welfare expenses 1518 1515
17878 20391
Notes to Consolidated Financial Statements
90 29
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Annual Report 2014-15
25 FINANCE COSTS For the year ended
March 31, 2015
` in lakhs
For the year ended
March 31, 2014
` in lakhs
(a) Interest on working capital loans (net) (refer Note 36) 20418 17835
(b) Interest on term loans 268 246
(c) Interest - others - 102
20686 18183
26 DEPRECIATION, IMPAIRMENT AND AMORTIZATION EXPENSE For the year ended
March 31, 2015
` in lakhs
For the year ended
March 31, 2014
` in lakhs
Depreciation of tangible assets (Including impairment loss) (refer Note 10) 2326 1605
Amortization of intangible assets (refer Note 10) 378 516
2704 2121
27 OTHER EXPENSES For the year ended
March 31, 2015
` in lakhs
For the year ended
March 31, 2014
` in lakhs
Rent (refer Note 33) 1268 1816
Payment to auditors (Refer details below) 115 65
Bank charges 532 329
Conveyance and vehicle running expenses 490 530
Provision for doubtful receivables - -
Trade receivables written off - 272
Electricity charges 214 259
Foreign exchange loss 1671 3314
Insurance 78 60
Loss on sale of fixed asset (net) 9 16
Other administrative expenses 682 802
Professional charges 418 1163
Rates and taxes 113 113
Repairs and maintenance
-Building 58 96
-Machinery 62 61
-Others 1057 933
Security charges 135 151
Selling expenses 57 99
Sitting Fees 30 11
Telephone expenses 191 196
Travelling expenses
- Domestic 831 887
- Foreign 296 287
Prior period items 299 -
8606 11460
Payment to auditors
For audit fees 80 56
For tax matters 31 5
For certification 4 4
115 65
Notes to Consolidated Financial Statements
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Annual Report 2014-15
28.1 During the FY 2013-14 Hitachi, Ltd., Japan (‘’HL”) and Hitachi Power Europe GmbH, Germany (“HPE”) have transferred the entire
thermal power systems business to Mitsubishi Hitachi Power Systems Limited (“MHPS”) as part of global business integration of
thermal power systems business between Hitachi, Ltd., Japan and Mitsubishi Heavy Industries Limited, Japan.
The company held long term investments in subsidiaries of the company viz., BGR Boilers Private Limited (“BGR Boilers”) and BGR
Turbines Company Private Limited (“BGR Turbines”) of whom HPE and HL are joint venture shareholders and technology licensor for
Supercritical Steam Generators and Supercritical Steam Turbine & Generators respectively.
This global business integration had impacted the respective subsidiary company’s ability to carry-on business in future, setting up of
manufacturing facility and performance of contracts under execution for supply of respective equipment to the company.
During the FY 2014-15, HL for itself and for HPE and the Company have commenced negotiations in good faith to facilitate performance
of contracts under execution and cause MHPS to become joint venture shareholder and technology licensor to the respective subsidiary
companies.
Considering the above, though the auditors of the BGR Boilers Private Limited has qualified their opinion in the auditor’s report for the
previous year March 31, 2014, with respect to the adjustment to the carrying value of the capital WIP of Rs. 8027 lakhs and service tax
receivable of Rs. 499 lakhs, the Board of Directors of the Subsidiary Company, after an assessment, is of the opinion that no adjustment
or provision in respect of capital WIP and service tax is required to be made.
28.2 The financial statements of BGR Turbines Company Private Limited for FY 2013-14 were approved by the majority of the Board of
Directors which is not in conformity with the requirements of the Articles of Association and hence annual financial statements for FY
2013-14 duly adopted by BGR Turbines Company Private Limited are not available. Therefore the Holding Company, has moved the
Company Law Board for approval and adoption of financial statements for FY 2013-14 and the application is posted on 9th June,2015
for orders. The BGR Turbines Company Private Limited adopted the previous year’s figures as approved by the majority of the Board
of Directors.
29. CONTINGENT LIABILITIES, GUARANTEES AND CAPITAL COMMITMENTS
Particulars
As at
March 31, 2015
` in lakhs
As at
March 31, 2014
` in lakhs
A CONTINGENT LIABILITIES
Claims against the company not acknowledged as debt
a) On account of sales tax * 29154 4222
b) On account of income tax 10949 10848
c) On account of service tax ** 25 25
d) On account of provident fund 521 -
e) On account of contractual obligations 2350 2350
f) On account of royalty 4547 4547
GUARANTEES
Guarantees and counter guarantees given on behalf of other company 662 662
B CAPITAL COMMITMENTS
Estimated amount of contracts remaining to be executed on capital account 33671 34398
* Sales tax includes an amount of Rs. 23740 lakhs (Rs. Nil) (excluding interest and penalty) which has been contested by the VAT authorities
before the Rajasthan Tax Board.
** Service tax represents a sum of Rs. 25 lakhs (Rs. 25 lakhs) (excluding interest and penalty) which has been contested by the service tax
authorities before the Customs Excise and Service Tax Appellate Tribunal.
Notes to Consolidated Financial Statements
92 29
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Annual Report 2014-15
30. SEGMENT REPORTING
Primary segment information (Business segments)
Information about Business Segments (information provided in respect of revenue items for the 12 months period ended March 31, 2015 and
in respect of assets / liabilities as at March 31, 2015) are furnished below:
` in lakhs
2014-15 2013-14
Particulars Capital Goods
segment
Construction
and EPC
contracts
segment
Total Capital Goods
segment
Construction
and EPC
contracts
segment
Total
a) Revenue 24751 311874 336625 18939 311150 330089
b) Result 71 26144 26215 1425 33442 34867
Add: Unallocable income
(net of expenditure)"
711 576
Profit before interest and tax 26926 35443
Interest 20686 18183
Profit before tax 6240 17260
Tax expenses
- Current tax 1810 4069
- MAT credit entitlement 17412 (4427)
- Deferred tax (16440) 6599
- Deferred tax - earlier years 988 2020
- Total 3770 8261
Net profit after tax 2470 8999
c) Assets 93306 572796 666102 34592 638132 672724
Add: Unallocable corporate
assets
13088 13077
Total assets 679190 685801
d) Liabilities 65649 226618 292266 15128 275781 290909
Add: Unallocable corporate
liabilities
246882 257058
Total liabilities 539149 547967
e) Capital assets acquired during
the year
18 1035 1053 518 740 1258
f) Depreciation, amortisation &
impairment
448 2256 2704 284 1837 2121
g) Other non cash charges except
depreciation, amortisation &
impairment
(18) (44) (62) 386 363 749
Secondary segment information (Geographic segments)
Particulars Domestic Overseas Total
March 31,
2015
March 31,
2014
March 31,
2015
March 31,
2014
March 31,
2015
March 31,
2014
External revenue by location of
customers
335493 327315 1132 2774 336625 330089
Carrying amount of segment assets
by location of assets
679186 685801 4 - 679190 685801
Capital expenditure 1049 1258 4 - 1053 1258
Notes to Consolidated Financial Statements
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Annual Report 2014-15
31. PARTICULARS OF RELATED PARTIES
List of related parties
a. Other companies (enterprises where significant influence exists and enterprises where key management personnel have
significant influence)
i. GEA Cooling Tower Technologies (India) Private Limited
ii. GEA BGR Energy System India Limited
iii. Mega Funds India Limited
iv. Sasikala Estate Private Limited
v. Schmitz India Private Limited
vi. Cuddalore Powergen Corporation Limited
vii. ANI Constructions Private Limited
viii. Nannilam Property Private Limited
ix. BGR Odisha Powergen Limited
b. Key management personnel
i. Mr.A.Swaminathan Joint Managing Director and CEO
ii. Mr. V.R. Mahadevan Joint Managing Director
iii. Ms. Swarnamugi Karthik Director - Corporate Strategy
c. Relatives of key management personnel
i. Mrs. Sasikala Raghupathy (Mother of Ms.Swarnamugi Karthik)
ii. Ms. Priyadarshini Raghupathy (Sister of Ms.Swarnamugi Karthik)
iii. Ms. Vaani Raghupathy (Sister of Ms.Swarnamugi Karthik)
iv. Mr. Arjun Govind Raghupathy (Brother of Ms.Swarnamugi Karthik)
Related party transactions
` in lakhs
Particulars Other
companies
Key managerial
personnel
Relatives of key
management
Personnel
For the
year ended
March 31, 2015
For the
year ended
March 31, 2014
Sales 3315 - - 3315 2736
Purchases 3858 - - 3858 2493
Advance given 1551 - - 1551 534
Repayment of advance given - - - - -
Sale of investments - - - - 44
Remuneration - 422 39 461 626
Rent expenses 92 - 44 136 140
Guarantee 662 - - 662 662
Purchase of assets - - - - -
Sale of fixed assets 4.25 - - 4 -
Others - - 25 25 25
Balance outstanding 855 - (36) 819 1365
Notes to Consolidated Financial Statements
94 29
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Annual Report 2014-15
Disclosure in respect of related party transactions during the year :
1. Sales represent, GEA Cooling Tower Technologies (India) Private Limited Rs. 3315 lakhs ( Rs. 2736 lakhs).
2. Purchases represent, GEA Cooling Tower Technologies (India) Private limited Rs. 3655 lakhs (Rs.2452 lakhs), GEA BGR Energy
System India Limited Rs. 142 lakhs (Rs. 41 lakhs). Schmitz India Private Limited Rs.61 lakhs (Rs.Nil)
3. Sale of Investments represent, BGR Investment Holdings Company Limited Rs. Nil (Rs. 34 Lakhs), BGR Power Limited Rs. Nil (Rs. 10
lakhs).
4. Remuneration to key management personnel represents, Mr. B.G.Raghupathy Rs. Nil (Rs. 44 lakhs), Mr. V.R. Mahadevan Rs. 129 lakhs
(Rs.147 lakhs), Mr. A. Swaminathan Rs. 181 lakhs (Rs. 206 lakhs), Mr. K Chandrashekhar Rs.24 lakhs (Rs. 97 lakhs), Ms. Swarnamugi
Karthik Rs. 88 lakhs (Rs. 88 lakhs).
5. Remuneration to relatives of key management personnel represent, Ms.Priyadarshini Raghupathy Rs. 28 lakhs (Rs. 32 lakhs), Ms. Vaani
Raghupathy Rs. 6 lakhs (Rs.8 lakhs), Mr. Arjun Govind Raghupathy Rs. 5 lakhs (Rs.4 lakhs).
6. Rent paid represents, GEA BGR Energy System India Limited. Rs. 0.30 lakhs (Rs. 0.28 lakhs), Sasikala Estate Private Limited Rs. 83
lakhs (Rs. 89 lakhs), ANI Construction Private Limited Rs. 9 lakhs (Rs. 9 lakhs). Mrs. Sasikala Raghupathy Rs. 44 lakhs (Rs. 42 lakhs).
7. Sale of fixed assets represent, GEA BGR Energy System India Ltd Rs. 4 lakhs (Rs. Nil).
8. Others represent, royalty to Mr. B.G. Raghupathy Rs. Nil (Rs. 8 lakhs), Mrs. Sasikala Raghupathy Rs. 25 lakhs (Rs. 17 lakhs).
9. Advances given represent, GEA BGR Energy Systems India Limited Rs. 304 lakhs (Rs. 60 lakhs), GEA Cooling Tower Technologies
(India) Private Limited Rs. 1247 lakhs (Rs. 474 lakhs).
10. Gurantees given represent, GEA Cooling Tower Technologies (India) Private limited Rs. 662 lakhs (Rs. 662 lakhs).
11. Balances outstanding (Net) represent, GEA Cooling Tower Technologies (India)Private Limited Rs. 595 lakhs (cr.bal) (Rs.74 lakhs),
GEA BGR Energy System India Limited Rs. 240 lakhs (Rs.66 lakhs) , Cuddalore Powergen Corporation Limited Rs. 671 lakhs (Rs.671
lakhs), Nannilam Property Private Limited Rs. 508 lakhs (Rs.508 lakhs), Mega Funds India Limited Rs. 39 lakhs (Rs. 39 lakhs), Schmitz
India Private Limited Rs. Nil (Rs. 60 lakhs), B.G.Raghupathy Rs. Nil (Rs. 8 lakhs (cr. bal)), Sasikala Estate Private Limited Rs. 7 lakhs
(cr.bal) (Rs. 7 lakhs (cr.bal)), ANI Constructions Private Limited Rs.0.77 lakhs (cr.bal) (Rs.Nil) Mrs. Sasikala Raghupathy Rs. 36 lakhs(cr.
bal)(Rs. 39 lakhs(cr. bal)).
32 EARNINGS PER SHARE (EPS) For the year ended
March 31, 2015
` in lakhs
For the year ended
March 31, 2014
` in lakhs
The following reflects the profit and share data used in the basic and diluted EPS
computations :
Basic EPS
Profit after tax as per accounts 3023 9607
Weighted average number of equity shares (Face value Rs.10 per share) (lakhs
Nos.)
722 722
Basic EPS (Rs.) 4.19 13.31
Diluted EPS
Profit for the year for basic EPS 3023 9607
Less : Adjustment - -
Adjusted profit for diluted EPS 3023 9607
Weighted average number of equity shares for Basic EPS (lakh Nos.) 722 722
Add : -Adjustment
Weighted average number of equity shares (face value Rs.10 per share) for diluted
EPS (lakh Nos.)
722 722
Diluted EPS (Rs.) 4.19 13.31
Notes to Consolidated Financial Statements
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Annual Report 2014-15
33. EMPLOYEE STOCK OPTION PLANS
Stock option granted to the employees under the stock option scheme established are evaluated as per the accounting treatment prescribed
by the SEBI(Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999. The company follow the intrinsic
value method of accounting for the options and accordingly, the excess of value of the stock options on the date of grant over the exercise
price of the options, if any, is recognized as deferred employee compensation cost and is charged to the statement of profit and loss account.
Employee Stock Option Scheme – 2007
Pursuant to the decision of the shareholders, at their meeting held on July 11, 2007, the company has established an ‘Employee Stock
Option Plan 2007’ (‘ESOS 2007’ or ‘the Scheme’) to be administered by the Compensation Committee of the Board of Directors. ESOS 2007
provides for grant of options amounting to not more than 1.5% of the issued and paid up equity capital of the company outstanding at any
point of time to officers, directors and key employees to purchase equity shares of face value of Rs.10 each, with such option conferring
a right upon the employee to apply for one equity shares of the company, in accordance with the terms and conditions of such issue. The
exercise price of the option is Rs.408.
Vesting Schedule
For Employees with 3 years of completed service or more (Category-1)
Date of vesting Vesting proportion Time based
(part A)
Performance based
(part B)
Earliest date of
exercise
Last date of
exercise
Jan 3,2009 33% 100% 0% Jan 3,2009 Jan 3,2014
Jan 3,2010 33% 75% 25% Jan 3,2010 Jan 3,2015
Jan 3,2011 34% 75% 25% Jan 3,2011 Jan 3,2016
For Employees with less than 3 years of completed service (Category-2)
Date of vesting Vesting proportion Time based (part A) Performance based
(part B)
Earliest date of
exercise
Last date of
exercise
Jan 3,2009 25% 100% 0% Jan 3,2009 Jan 3,2014
Jan 3,2010 25% 75% 25% Jan 3,2010 Jan 3,2015
Jan 3,2011 25% 75% 25% Jan 3,2011 Jan 3,2016
Jan 3,2012
25% 75% 25% Jan 3,2012 Jan 3,2017
The following are the number of options outstanding during the year:
Particulars 2014-15 2013-14
Number of options outstanding in the beginning of the year (a) 271396 285858
Number of options granted during the year (b) - -
Number of options vested during the year (c) - -
Number of vested options cancelled (d) 9757 10541
Number of unvested options cancelled (e) 2461 3921
Total number of options forfeited during the year (f)=(d)+(e) 12218 14462
Number of options exercised during the year (g) - -
Number of options outstanding at the end of the year (h)=(a)-(f) 259178 271396
Number of options exercisable at the end of the year 39136 51354
Notes to Consolidated Financial Statements
96 29
th
Annual Report 2014-15
34. LEASES
Operating lease
The company has taken various residential / commercial premises and land under cancellable and non-cancellable operating leases. These
lease agreements are normally renewed on expiry.
The future minimum lease payments in respect of non-cancellable leases as at March 31, 2015 are as follows:
` in lakhs
Particulars Total minimum lease payments
outstanding as at
March 31,2015 March 31,2014
Due within one year 62 518
Due later than one year and not later than five years 125 819
Due later than five years - -
Total 187 1337
Lease rental expense in respect of operating leases recognized in the statement of profit and loss for the year: Rs.1268 lakhs (Rs.1816 lakhs)
35. IMPAIRMENT OF ASSETS
a. Cash generating units :
There is no impairment loss in cash generating units and hence no provision was made in the financial statements.
b. Other Assets :
The company has made a provision of Rs. Nil (Rs. 32 Lakhs) in the books of accounts towards impairment of other fixed assets based
on the technicial valuation.
36. In respect to construction contracts, cost of material includes value added tax, central sales tax, works contract tax and service tax.
37. Interest income from fixed deposits have been netted off with interest expense on working capital facilities.
38. As required under Section 135 of Companies Act 2013, the company is required to spend Rs.510 lakhs towards Corporate Social
Responsibility (CSR) activities. The company is in the process of identifying programmes\projects, in accordance with the policy. Hence
no expense has been either incurred or provided in the books during the financial year.
39. During the current financial year, notice under section 153A of the Income-tax Act 1961 was received and accordingly the company has
since filed tax returns. Due to the revision, Rs.988 lakhs income tax has been provided during the year and adjusted against MAT credit
available and disclosed under tax relating to earlier years.
40. PROVISIONS
a) The company has made a provision / transfer of Rs. 2336 Lakhs (reversal) (Rs.477 Lakhs) towards warranty and contractual obligations
on the products supplied / contracts executed by the company during the year. The expenses on account of provision for warranty is
grouped under other administrative expenses.
Movement in provisions
` in lakhs
Particulars Provision for warranty Provision for
contractual
obligations
Provision for warranty Provision for
contractual obligations
14-15 14-15 13-14 13-14
Opening Balance 2598 18149 2230 20076
Add :Addition / Transfers 536 - 485 -
Less : a) Provision utilised 105 1565 109 1927
b) Provision reversed 519 2352 8 -
Closing Balance 2510 14232 2598 18149
Notes to Consolidated Financial Statements
9729
th
Annual Report 2014-15
41. DEFERRED TAXES
Major components of deferred tax assets and liabilities are as under:
` in lakhs
Component Deferred tax asset as
at March 31, 2015
Deferred tax liability
as at March 31, 2015
Deferred tax asset as
at March 31, 2014
Deferred tax liability as
at March 31, 2014
Depreciation and Impairment - 1018 - 1226
Provision for bad debts 28 - 28 -
Gratuity 123 - 69 -
Compensated absences 218 - 165 -
Others 45 - 30 -
Carry forward tax loss - - 2147
Retention money - 33603 51860
TOTAL 414 34621 2439 53086
Net 34207 50647
42. For the previous year (FY 2013-14) the Consolidated Financial Statements were prepared based on the unaudited financial statements
of BGR Boilers Private Limited and BGR Turbines Company Private Limited. Subsequently, the accounts of BGR Boilers Private Limited
has been audited and approved by their Board. In the case of BGR Turbines Company Private Limited the audit of accounts is yet to be
completed. The changes in books of accounts after consolidation due to audit of BGR Boilers Private Limited has been considered in
the previous year figures and the impact on profitability and financial position of Consolidated Financial Statements for the previous year
as follows:-
S. No. Particulars Impact ` in lakhs
Holding Company's Share
Impact on Profitability For the Year 2013-14
1 Total Revenue Increase 14
2 Total Expenses (Decrease) (269)
3 Net Profit Increase 283
Impact on Financial Position As on 31.03.2014
1 Share Holder's Fund Increase 283
2 Non-current liabilities (Decrease) (1122)
3 Current liabilities (Decrease) (7496)
Total Equity & Liabilities (Decrease) (8336)
4 Non-current assets (Decrease) (14125)
5 Current assets Increase 5790
Total Assets (Decrease) (8336)
43.(a) For the current year, the following entities were consolidated based on unaudited financials and the assets, revenues and cashflows
of these entities considered in consolidated financial statements are given below.
` in lakhs
Name of the entity Assets Revenue Cashflows
1) BGR Boilers Private Limited 70906 75462 (145)
2) BGR Turbines Company Private Limited 40894 53183 (132)
(b) In the previous year, the following entities were consolidated based on unaudited financials and the assets, revenues and cashflows
of these entities considered in consolidated financial statements are given below
` in lakhs
Name of the entity Assets Revenue Cashflows
1) BGR Boilers Private Limited 56857 17759 2268
2) BGR Turbines Company Private Limited 32887 953 (213)
Notes to Consolidated Financial Statements
98 29
th
Annual Report 2014-15
44. DETAILS OF ROUNDED OFF AMOUNTS
The financial statements are presented in Rs. in lakhs. Those items which are required to be disclosed and which were not presented in the
financial statements due to rounding off to the nearest Rs. in lakhs are given as follows:
` in lakhs
Description Note No. As at
March 31, 2015
As at
March 31, 2014
Dividend from investments - quoted 20 0.24 -
45. PREVIOUS YEAR FIGURES
Figures of previous year have been regrouped / rearranged, wherever required to conform to the current year presentation.
SASIKALA RAGHUPATHY
Chairman
A.SWAMINATHAN
Joint Managing Director and CEO
As per our report of even date
for M/s MANOHAR CHOWDHRY & ASSOCIATES
Chartered Accountants
V.R.MAHADEVAN
Joint Managing Director
SWARNAMUGI KARTHIK
Director - Corporate Strategy
M.S.N.M.SANTOSH
Partner
Membership No.221916
S.R.TAGAT
Director
M.GOPALAKRISHNA
Director
S.A.BOHRA
Director
M.S.SUNDARA RAJAN
Director
HEINRICH BOHMER
Director
GNANA RAJASEKARAN
Director
R.RAMESH KUMAR
President - Corporate and Secretary
P.R.EASWAR KUMAR
President and Chief Financial Officer
Chennai
May 28,2015
Notes to Consolidated Financial Statements
9929
th
Annual Report 2014-15
Statement containing salient features of the financial statement of
subsidiaries / associate companies/ joint ventures
(Pursuant to first proviso to sub-section (3) of section 129 read with rule 5 of Companies (Accounts) Rules, 2014)
Part “A”: Subsidiaries
` in Lakhs
Sl.
No.
Name of the
subsidiary
Reporting
period
Reporting
currency
Share
capital
Reserves
& surplus
Total
assets
Total
Liabilities
Investments Turnover Profit /
(Loss)
before
taxation
Provision
for
taxation
Profit /
(Loss)
after
taxation
Proposed
Dividend
% of
share
holding
1 Progen Systems and
Technologies Limited
2014-15 INR 610 (946) 1584 1584 - 1347 (381) (11) (370) - 69.67%
2 BGR Boilers Private
Limited
2014-15 INR 13558 (4054) 70906 70906 - 75319 (2055) (34) (2021) - 70.00%
3 BGR Turbines
Company Private
Limited
2014-15 INR 18400 1265 40894 40894 - 52771 798 160 638 - 74.00%
4 Sravanaa Properties
Limited
2014-15 INR 17 13021 13045 13045 - 18 6 1 5 - 100.00%
Notes to Consolidated Financial Statements
100 29
th
Annual Report 2014-15100
Statement containing salient features of the financial statement of
subsidiaries / associate companies/ joint ventures
Part “B”: Associates and Joint Ventures
Name of Associates/Joint Ventures Mecon-Gea Energy System (India) Ltd (JV)
1 Latest audited Balance Sheet Date March 31, 2015
2 Shares of Associate /Joint Ventures held by the company on
the year end
No.
Amount of Investment in Associates/Joint Venture
Extend of Holding % 10% & 30% on two different construction projects
3 Description of how there is significant influence
4 Reason why the associate/joint venture is not consolidated Consolidated
5 Networth attributable to Shareholding as per latest audited
Balance Sheet
6 Profit / (Loss) for the year ` (0.21) Lakhs
i. Considered in Consolidation ` (0.21) Lakhs
ii.Not Considered in Consolidation ` Nil
SASIKALA RAGHUPATHY
Chairman
A.SWAMINATHAN
Joint Managing Director and CEO
As per our report of even date
for M/s MANOHAR CHOWDHRY & ASSOCIATES
Chartered Accountants
V.R.MAHADEVAN
Joint Managing Director
SWARNAMUGI KARTHIK
Director - Corporate Strategy
M.S.N.M.SANTOSH
Partner
Membership No.221916
S.R.TAGAT
Director
M.GOPALAKRISHNA
Director
S.A.BOHRA
Director
M.S.SUNDARA RAJAN
Director
HEINRICH BOHMER
Director
GNANA RAJASEKARAN
Director
R.RAMESH KUMAR
President - Corporate and Secretary
P.R.EASWAR KUMAR
President and Chief Financial Officer
Chennai
May 28,2015
Notes to Consolidated Financial Statements
TRN 2 x 300 MW TPP
Nawapara, Chhattisgarh
lube oil flushing started
TPCIL 2x660 MW
Krishnapatnam , Andhra Pradesh
Unit 1 COD completed
OPGCL 2x660 MW
Banaharpalli SSTP, Odisha
STG foundation completed
RRVUNL 2x600 MW TPP Kalisindh,
Rajasthan. Unit # 2 Synchronized
Electrical Projects Division
commissioned the 220kV
Substation at Hospet, Karnataka
MAHAGENCO 2x500 STPS
Chandrapur, Maharastra
attained full load operation
under coal firing
Environmental Engineering Division
manufactured and supplied
largest Deaerator to NPCIL for
2x700MW Kakrapara Atomic Power
Plant, Gujarat
RRVUNL 2x600 MW TPP Kalisindh,
Rajasthan. Unit # 2 Synchronized
Electrical Projects Division
commissioned the 220kV
Substation at Hospet, Karnataka
MAHAGENCO 2x500 STPS
Chandrapur, Maharastra
attained full load operation
under coal firing
Environmental Engineering Division
manufactured and supplied
largest Deaerator to NPCIL for
2x700MW Kakrapara Atomic Power
Plant, Gujarat
29
th
Annual Report 2014-15
TRN 2 x 300 MW TPP
Nawapara, Chhattisgarh
lube oil flushing started
TPCIL 2x660 MW
Krishnapatnam , Andhra Pradesh
Unit 1 COD completed
OPGCL 2x660 MW
Banaharpalli SSTP, Odisha
STG foundation completed
29
th
Annual Report 2014-15
www.bgrcorp.com
The Ploceidae, small passerine birds also known as weaver
finches, get their name because of their elaborately woven
nests (the most elaborate of any birds'). The nests vary in
size, shape, material used, and construction techniques. The
entire construction involves immaculate attention to detail
and turnkey execution.
BGR ENERGY SYSTEMS LIMITED
th
29 ANNUAL REPORT 2014-15
BGR ENERGY SYSTEMS LIMITED
Registered Office
A-5, Pannamgadu Industrial Estate, Ramapuram Post,
Sullurpet Taluk, Nellore District, Andhra Pradesh - 524401
443, Anna Salai, Teynampet, Chennai - 600018 India
Corporate Office
Phone : 91 44 24301000 | Fax : 91 44 24364656
Email : investors@bgrenergy.com
Website : www.bgrcorp.com
BGR ENERGY SYSTEMS LIMITED
Registered Office
A-5, Pannamgadu Industrial Estate, Ramapuram Post,
Sullurpet Taluk, Nellore District, Andhra Pradesh - 524401
443, Anna Salai, Teynampet, Chennai - 600018 India
Corporate Office
Phone : 91 44 24301000 | Fax : 91 44 24364656
Email : investors@bgrenergy.com
Website : www.bgrcorp.com
BGR ENERGY SYSTEMS LIMITED
Registered Office
A-5, Pannamgadu Industrial Estate, Ramapuram Post,
Sullurpet Taluk, Nellore District, Andhra Pradesh - 524401
443, Anna Salai, Teynampet, Chennai - 600018 India
Corporate Office
Phone : 91 44 24301000 | Fax : 91 44 24364656
Email : investors@bgrenergy.com
Website : www.bgrcorp.com
Printed at Chennai Micro Print Ph: 23740099
www.bgrcorp.com
The Ploceidae, small passerine birds also known as weaver
finches, get their name because of their elaborately woven
nests (the most elaborate of any birds'). The nests vary in
size, shape, material used, and construction techniques. The
entire construction involves immaculate attention to detail
and turnkey execution.
BGR ENERGY SYSTEMS LIMITED
th
29 ANNUAL REPORT 2014-15
www.bgrcorp.com
The Ploceidae, small passerine birds also known as weaver
finches, get their name because of their elaborately woven
nests (the most elaborate of any birds'). The nests vary in
size, shape, material used, and construction techniques. The
entire construction involves immaculate attention to detail
and turnkey execution.
BGR ENERGY SYSTEMS LIMITED
th
29 ANNUAL REPORT 2014-15
1
Notice to the Members of
BGR Energy Systems Limited
Notice is hereby given that the 29th Annual General
Meeting of BGR Energy Systems Limited will be held
at the Registered Office at A-5, Pannamgadu Industrial
Estate, Ramapuram Post, Sullurpet Taluk, Nellore District,
Andhra Pradesh – 524 401 at 3.00 p.m. on Thursday,
September 24, 2015 to transact the following business:
ORDINARY BUSINESS
1. To receive, consider and adopt:
(a) the audited financial statements of the Company for the
financial year ended March 31, 2015 and the reports of
the Board of Directors and Auditors thereon.
(b) the audited consolidated financial statements of the
Company for the financial year ended March 31, 2015
and the report of Auditors thereon.
2. To appoint a director in the place of Mr.V.R.Mahadevan,
who retires by rotation and being eligible offers himself for
re-appointment.
3. To appoint Auditors of the company to hold office from the
conclusion of this 29th Annual General meeting until the
conclusion of the 31st Annual General meeting in the year
2017 and to fix their remuneration.
SPECIAL BUSINESS
4. To consider and, if deemed fit, to pass the following
resolution, with or without modification, as an Ordinary
Resolution:
“RESOLVED that pursuant to the provisions of Sections
196,197,198 and 199 and other applicable provisions, if
any, of the Companies Act, 2013 (“the Act”) and the rules
made thereunder read with Schedule V of the Act, including
statutory modification thereof for the time being in force,
as applicable and subject to the approval of the Central
Government, if required under the Act, the approval of the
shareholders is hereby accorded for the following increase
of remuneration of Mr.V.R.Mahadevan, Joint Managing
Director of the Company.”
Details Existing
Remuneration
Increase from
01.06.2014 to
31.05.2015
Salary ` 3,00,000/- p.m. ` 4,00,000/- p.m.
Allowances &
Reimbursements
` 7,50,000/- p.m. ` 8,75,000/- p.m.
Performance Linked
Incentive (PLI)
` 25,00,000/- p.a. ` 25,00,000/- p.a.
“RESOLVED FURTHER that all existing terms and
conditions of appointment of Mr.V.R.Mahadevan shall
remain unaltered except to the extent modified above.”
5. To consider and, if deemed fit, to pass the following
resolution, with or without modification, as a Special
Resolution:
“RESOLVED that pursuant to the provisions of Sections
196,197,198 and 199 and other applicable provisions,
if any, of the Companies Act, 2013 (“the Act’’) and the
rules made thereunder read with Schedule V of the Act,
including statutory modification thereof for the time being
in force, as applicable and subject to the approval of
the Central Government, if required under the Act, the
approval of the shareholders is hereby accorded for the
appointment of Mr.V.R.Mahadevan to the office of Joint
Managing Director for a period of 2 years with effect from
June 01, 2015 on the terms and conditions as set out
below and that the Board of Directors be and is hereby
authorized to alter and vary the terms and conditions of
the said appointment and remuneration within the overall
limits as prescribed in Schedule V of the Companies Act,
2013 and as may be amended from time to time.”
a. Designation Joint Managing Director
b. Period of Appointment From 01.06.2015 to 31.05.2017
c. Remuneration
(i) Salary ` 4,85,000/- per month
(ii) Allowances &
Reimbursements
` 10,00,000/- per month
(iii) Performance linked
Incentive.
The Appointee shall be entitled to
a performance linked incentive of
` 25,00,000 (Rupees Twenty Five
Lakh only) per annum.
Minimum remuneration
During the term of the appointment, where in any
financial year the company has no profits or the profits
are inadequate, the Appointee shall be entitled to such
remuneration not exceeding the limits specified under
section II of part II of Schedule V to the Companies Act,
2013, as applicable or such remuneration as may be
approved by the shareholders by a special resolution
and/or by the Central Government. The remuneration
and perquisites as set out hereinabove shall be further
subject to the overall maximum remuneration payable to
all managerial personnel of the company in accordance
with the provisions of Sections 196 and 197 of the
Companies Act 2013.
BGR ENERGY SYSTEMS LIMITED
Regd. Office : A-5, Pannamgadu Industrial Estate, Ramapuram Post, Sullurpet Taluk, Nellore District.
Pin: 524 401 Andhra Pradesh Corporate Identity No. : L40106AP1985PLC005318
Ph : 044-27948249 Email : investors@bgrenergy.com, website : www.bgrcorp.com
2
6. To consider and, if deemed fit, to pass the following
resolution, with or without modification, as a Special
Resolution:
“RESOLVED THAT pursuant to the provisions of Section 14
and all other applicable provisions of the Companies Act,
2013 read with Companies (Incorporation) Rules, 2014
(including any statutory modification(s) or re-enactment
thereof, for the time being in force), the draft regulations
contained in the Articles of Association submitted to this
meeting be and are hereby approved and adopted in
substitution, and to the entire exclusion, of the regulations
contained in the existing Articles of Association of the
Company.
“RESOLVED FURTHER THAT the Board of Directors of
the Company be and is hereby authorised to do all acts
and take all such steps as may be necessary, proper or
expedient to give effect to this resolution”
7 To consider and, if deemed fit, to pass the following
resolution, with or without modification, as an Ordinary
Resolution:
“RESOLVED that pursuant to Section 148 and other
applicable provisions, if any, of the Companies Act,
2013 and rules made thereunder the remuneration of
` 1,50,000/- plus reimbursement of out of pocket
expenses payable to Mr.A.N.Raman, Cost Accountant,
as Cost Auditor to audit the cost records maintained by
the Company for the Financial Year 2015-16 as approved
by the Board be and is hereby ratified.
By order of the Board
Place : Chennai R. RAMESH KUMAR
Date : August 03, 2015 President-Corporate & Secretary
Notes :
i) A member entitled to attend and vote at the meeting
is entitled to appoint a proxy to attend and vote in his
stead. A proxy need not be a member. Proxy in order
to be valid shall be deposited at the Registered Office
of the company at least 48 hours before the time fixed
for the commencement of the meeting. The route map
for the venue of AGM is available on the reverse side
of Proxy Form.
A person can act as a proxy on behalf of Members not
exceeding fifty and holding in the aggregate not more
than ten percent of the total share capital of the Company
carrying voting rights. A member holding more than ten
percent of the total share capital of the Company carrying
voting rights may appoint a single person as proxy and
such person shall not act as a proxy for any other person
or a Member
ii) The relevant statement as required under Section 102
of the Companies Act, 2013 in respect of the special
business in the notice is appended herewith.
iii) The Register of Members and Share transfer book of the
Company shall remain closed from Monday, September
21, 2015 to Thursday, September 24, 2015 (both days
inclusive).
iv) All documents referred to in the above notice and
statement are available for inspection at the Registered
office of the Company on all working days (except
Saturdays, Sundays and Public holidays) between
10.00 a.m. and 5.00 p.m. upto the date of the 29th Annual
General Meeting.
v) Members holding shares in physical form are requested
to notify any change in their address to the Registrar and
Share Transfer Agent - Link Intime India Private Limited,
C-13, Pannalal Silk Mills Compound, LBS Marg, Bhandup
(W), Mumbai 400 078.
vi) Members holding shares in electronic form should update
their details with their respective depository participants.
The bank particulars registered against their respective
depository accounts will be used by the Company for
payment of dividend. The Company or its Registrars
cannot act on any request received directly from the
members holding shares in electronic form for any change
of bank particulars or bank mandates. Such changes are
to be advised only to the depository participant of the
member.
vii) For any assistance or guidance for dematerialization,
shareholders are requested to contact the Company’s
Registrar and Share Transfer Agent or Investors Relations
Centre at the Corporate Office of the Company.
viii) Members who have not encashed the dividend warrants
for the FY 2007-08, FY 2008-09, FY 2009-10, FY 2010-11,
FY 2011-12, FY 2012-13 and FY 2013-14 are requested
to write to the Company giving necessary details.
ix) Dividend which remains unclaimed out of the dividend
declared by the Company for the year ended March 31,
2008 at the Annual General Meeting held on September
19, 2008 will be transferred to the investor education
and protection fund of the Central Government in
October 2015 in terms of the provisions of Section
205A of the Companies Act, 1956. Thereafter, no claim
shall lie on these dividend from the shareholders.
Hence, the shareholders who have not encashed/
claimed the dividend for FY 2007-08 are advised to
claim the same immediately without any further delay.
x) Members are requested to forward their queries on
annual accounts and other sections of the annual report
to the Company Secretary at least 10 days in advance for
enabling the Company to furnish replies / clarifications at
the 29th Annual General Meeting.
xi) The Certificate from the Auditors of the Company certifying
that the Employee Stock Option Scheme (“ESOS”) of the
Company is being implemented in accordance with SEBI
(Share Based Employee Benefits) Regulations, 2014 will be
placed at the 29th Annual General Meeting and will be open
for inspection.
xii) Members are requested to bring their copy of the annual
report to the meeting along with duly signed attendance slip
xiii) Voting through electronic means
In compliance with the provisions of Section 108 of
the Companies Act, 2013, Rule 20 of the Companies
(Management and Administration) Rules, 2014
as amended vide Companies (Management and
Administration) Amendment Rules, 2015 with effect from
March 19, 2015 and Clause 35B of the Listing Agreement,
the Company is pleased to provide to the members facility
of voting by electronic means in respect of businesses to
be transacted at the 29th Annual General Meeting which
includes remote e-voting (i.e. voting electronically from a
place other than the venue of the general meeting) and
voting at the AGM through an electronic voting or ballot
or poll paper. The Company has engaged the services
3
of National Securities Depository Limited (NSDL) for
facilitating the voting by electronic means:
The instructions for e-voting are as under:
A. In case a Member receives an email from NSDL [for
members whose email IDs are registered with Depository
Participant(s)]
(i) Open email and open PDF file viz.; “bgrenergy.pdf”
with your Client ID or Folio No. as password. The said
PDF file contains your user ID and password/PIN for
e-voting. Please note that the password is an initial
password.
(ii) Launch internet browser by typing the following
URL: https://www.evoting.nsdl.com/
(iii) Click on Shareholder – Login
(iv) Put user ID and password as initial password/PIN
noted in step (i) above. Click Login. If you are already
registered with NSDL for e-voting, you can use your
existing user ID and password for casting your vote.
(v) Password change menu appears. Change the
password/PIN with new password of your choice with
minimum 8 digits/characters or combination thereof.
Note new password. It is strongly recommended not
to share your password with any other person and
take utmost care to keep your password confidential.
(vi) Home page of e-voting opens. Click on e-Voting:
Active Voting Cycles.
(vii) Select “EVEN” of BGR Energy Systems Limited.
(viii) Now you are ready for e-voting as Cast Vote page
opens.
(ix) Cast your vote by selecting appropriate option and
click on “Submit” and also “Confirm” when prompted.
(x) Upon confirmation, the message “Vote cast
successfully” will be displayed.
(xi) Once you have voted on the resolution, you will not
be allowed to modify your vote.
Institutional shareholders (i.e. other than individuals,
HUF, NRI etc.) are required to send scanned copy
(PDF/JPG Format) of the relevant Board Resolution/
Authority letter etc. together with attested specimen
signature of the duly authorized signatory(ies) who
are authorized to vote, to the Scrutinizer through
e-mail to [email protected] with a copy marked
B. In case a Member receives physical copy of the Notice
of AGM [for members whose email IDs are not registered
with the Depository Participant(s) or requesting physical
copy]:
(i) Initial password is provided as below/at the bottom
of the Attendance Slip for the AGM:
EVEN
(E Voting Event
Number)
USER ID PASSWORD/
PIN
(ii) Please follow all steps from Sl. No. (ii) to Sl. No. (xi)
above, to cast your vote
Other Instructions:
I. Persons who acquired shares and became Members
of the Company after the dispatch of the Notice of the
AGM but before the cut-off date of September 17, 2015
may obtain their user ID and password for e-voting by
sending a request at [email protected]. However, if you
are already registered with NSDL for remote e-voting,
then you can use your existing user ID and password
for casting your vote. If you forget your password, you
can reset your password by using “Forgot User Details/
Password” option available on www.evoting.nsdl.com. A
person who is not a member as on the cut-off date should
treat this Notice for information purpose only.
II. The remote e-voting period commences on
September 21, 2015 at 9.00 a.m. and ends on September
23, 2015 at 5.00 p.m. During this period, Members of the
Company holding shares either in physical form or in
dematerialized form, as on the cut-off date of September
17, 2015 may cast their votes electronically. The remote
e-voting module will be disabled by NSDL for voting
thereafter at 5.00 p.m. on September 23, 2015. Once the
vote on a resolution is cast by the Member, the Member
shall not be allowed to change it subsequently
III. In case of any queries, you may refer the Frequently
Asked Questions (FAQs) for Shareholders and e-voting
user manual for Shareholders available at the Downloads
section of www.evoting.nsdl.com
IV. The voting rights of shareholders shall be in proportion
to their shares of the paid up equity share capital of the
Company as on the cut-off date of September 17, 2015.
V. Members attending the meeting who have not already
cast their vote by remote e-voting shall be able to exercise
their voting right at the meeting through ballot or polling
paper. The Members who have cast their vote by remote
e-voting prior to the meeting may also attend the meeting
but shall not be entitled to cast their vote again.
VI. CS R. Sridharan, Practising Company Secretary
(Membership No.4775) of M/s. R.Sridharan & Associates,
Company Secretaries, has been appointed as the
Scrutinizer to scrutinize both the remote e-voting and the
physical voting at the meeting in a fair and transparent
manner.
VII. The Results of e-voting will be declared not later than
48 hours of conclusion of the AGM i.e. September 26,
2015. The Results declared along with the Scrutinizer’s
Report shall be placed on the Company’s website
www.bgrcorp.com and on the website of NSDL and
the results will be communicated to BSE Limited and
National Stock Exchange of India Limited. Subject to
receipt of requisite number of votes, the resolutions set
out in the Notice shall be deemed to be passed on the
date of the AGM.
STATEMENT PURSUANT TO SECTION 102 OF THE
COMPANIES ACT, 2013 AND INFORMATION UNDER
CLAUSE 49 OF THE LISTING AGREEMENT.
Item No. 4
Based on the recommendation of the Nomination and
Remuneration Committee, the Board of Directors at the
meeting held on May 28, 2015 approved the annual increase
of remuneration of Mr.V.R.Mahadevan, Joint Managing
Director as set out in the resolution No.4 above for the period
June 01, 2014 to May 31, 2015.
The increase in the remuneration of Mr.Mahadevan, for
the aforesaid period were made under the provisions of
the Companies Act, 2013. In terms of Schedule V of the
Companies Act, 2013 the increase in remuneration shall be
approved by shareholders in general meeting. Accordingly,
the approval of shareholders is sought for the increase
4
of remuneration and the Board of Directors recommends
resolution set out at item No. 4 of the Notice for approval by the
shareholders. The existing remuneration of Mr.Mahadevan is
as set out in the resolution no.4 above.
Except Mr.Mahadevan, none of the directors and key
managerial personnel of the Company and their relatives is
interested or concerned in this resolution.
Item No. 5
Mr.V.R.Mahadevan was appointed to the office of
Whole-Time Director of the Company and designated as
Director – Technology & HR for a period of 5 (Five) years effective
from June 01, 2010. The Board of Directors at its meeting held
on September 25, 2013 re-designated Mr.V.R.Mahadevan
as Joint Managing Director effective September 25, 2013
and it was approved by the shareholders in the last annual
general meeting held on September 25, 2014. The term of
appointment of Mr.Mahadevan, Joint Managing Director
expired on May 31, 2015. Based on the recommendation
of the Nomination and Remuneration Committee the
Board of Directors at the meeting held on May 28, 2015
re-appointed him as Joint Managing Director for a period
of two years from June 01, 2015 as per the terms and
conditions set out in the resolution no.5 above. His previous
remuneration was as set out in the resolution no.4 above.
Mr.V.R. Mahadevan, aged 56 holds a Bachelor’s degree in
Electrical Engineering. He joined the Company in the year
1987 and served the Company for more than two decades
in various capacities and has proven leadership experience
in project management, engineering, sales and business
management. Mr. Mahadevan holds 716 equity shares
of the Company. Mr. Mahadevan does not have any inter-
se relationship with other Directors/Manager and other
Key Managerial Personnel of the Company. He was first
appointed as Director of the Company on June 01, 2005
and he has attended 4 (four) Board meetings during the
FY 2014-15. Mr. Mahadevan is a director of the companies
given below:
Sl.
No.
Names of the Companies
1. GEA BGR Energy System India Limited
2. BGR Boilers Private Limited
3. Germanischer Lloyd Industrial Services India
Private Limited
4. Govin Engineering and Constructions Limited
5. Schmitz India Private Limited
6. Pragati Computers Limited
The reappointment as Joint Managing Director was made
under the provisions of the Companies Act, 2013. In terms of
Schedule V of the Companies Act, 2013 the reappointment as
Joint Managing Director shall be approved by shareholders in
general meeting. Accordingly, the approval of shareholders is
sought for his reappointment by way of necessary resolution
and the Board of Directors recommends resolution set out
at item No. 5 of the Notice for approval by the shareholders.
Except Mr.Mahadevan, none of the directors and key
managerial personnel of the Company and their relatives is
interested or concerned in this resolution.
Item No.6
The existing Articles of Association (“AoA”) are under
the Companies Act, 1956 and several regulations in the
existing AoA contain references to specific sections of the
Companies Act, 1956 and some regulations in the existing
AoA are no longer in conformity with the Companies Act,
2013(“the Act”).
With the coming into force of the Act several regulations of
the existing AoA of the Company have become redundant
and require alteration or deletion. It is therefore considered
expedient to wholly replace the existing AoA by a new set of
Articles for the management of the Company. The new AoA
to be substituted in the place of the existing AoA are based
on Table ‘F’ of the Act which sets out the model articles
of association for a company limited by shares and also
incorporate the key features relating to certain privileges and
rights vested in the promoter group viz., Raghupathy group.
The proposed new draft of AoA will be uploaded on the
Company’s website for perusal by the shareholders. The
draft articles of association are available for inspection by the
members at the registered office of the Company during the
office hours till the date of annual general meeting.
None of the directors and key managerial personnel of the
Company and their relatives is interested or concerned
in this resolution except Mrs.Sasikala Raghupathy and
Mrs.Swarnamugi Karthik.
The Board recommends the Special Resolution set out at
item No. 6 of the Notice for approval by the shareholders.
Item No.7
The proposal for appointment of Mr.A.N.Raman as Cost
Auditor for Financial Year 2015 -16 was recommended by the
Audit Committee to the Board and the Board appointed him
to be the Cost Auditor for FY 2015-16 at the meeting held on
May 28, 2015. Copy of certificate dated May 27, 2015 issued
by Mr.Raman regarding his eligibility for appointment as cost
auditor will be available for inspection at the registered office
of the Company during the office hours and shall be available
at the meeting. As per the Rule 14 of the Companies (Audit
and Auditors) Rules, 2014 the appoinment and remuneration
payable to the cost auditor require ratification by the
shareholders of the Company.
Mr.Raman is a member of Institute of Cost and Works
Accountants of India, Institute of Chartered Accountants of
India and Fellow member of Institute of Certified Management
Accountants of Srilanka. He has wide experience in the field
of cost accounting, management accounting and enterprise
governance. He is in practice as a Cost and Management
Accountant since 1993.
The Board recommends that the appointment and
remuneration be ratified by the shareholders. None of the
directors and key managerial personnel or their relatives are
interested in the resolution.
By order of the Board
R. RAMESH KUMAR
President – Corporate & Secretary
Place : Chennai
Date : August 03, 2015
BGR ENERGY SYSTEMS LIMITED
Regd. Office : A-5, Pannamgadu Industrial Estate, Ramapuram Post, Sullurpet Taluk, Nellore Dist. Andhra Pradesh – 524 401,
Ph : 044-27948249 | Email : investors@bgrenergy.com | website : www.bgrcorp.com
Corporate Identity No. : L40106AP1985PLC005318
ATTENDANCE SLIP
Shareholder / Proxy holder wishing to attend the meeting must bring the duly signed Attendance Slip to the meeting and handover at
the entrance of the meeting venue.
FOLIO NO. / DP CLIENT ID
NAME AND ADDRESS OF THE SHAREHOLDER(S)
JOINT HOLDER 1
JOINT HOLDER 2
1. I hereby record my presence at the 29
th
ANNUAL GENERAL MEETING held at A-5, Pannamgadu Industrial Estate, Ramapuram Post,
Sullurpet Taluk, Nellore District, Andhra Pradesh - 524 401 on Thursday, September 24, 2015 at 3.00 p.m.
2. Signature of the Shareholder/Proxy present ....................................................................................................
Note : PLEASE CUT HERE AND BRING THE ABOVE ATTENDANCE SLIP TO THE MEETING.
BGR ENERGY SYSTEMS LIMITED
Regd. Office : A-5, Pannamgadu Industrial Estate, Ramapuram Post, Sullurpet Taluk, Nellore Dist. Andhra Pradesh – 524 401,
Ph : 044-27948249 | Email : investors@bgrenergy.com | website : www.bgrcorp.com
Corporate Identity No. : L40106AP1985PLC005318
ELECTRONIC VOTING PARTICULARS
E-VOTING EVENT NUMBER (EVEN) USER ID PASSWORD
NOTE : Please read the instructions printed under the Note no. (xiii) to the Notice dated August 03, 2015 of the 29th Annual General Meeting. The
voting period starts from 9.00 a.m. on Monday the September 21, 2015 and ends at 5.00 p.m. on Wednesday, September 23, 2015. The
voting module shall be disabled for voting thereafter.
BGR ENERGY SYSTEMS LIMITED
Regd. Office : A-5, Pannamgadu Industrial Estate, Ramapuram Post, Sulurpet Taluk, Nellore Dist. Andhra Pradesh – 524 401,
Ph : 044-27948249 | Email : investors@bgrenergy.com | website : www.bgrcorp.com
CIN : L40106AP1985PLC005318
Form No. MGT -11
Proxy Form
[Pursuant to Section 105(6) of the Companies Act, 2013 and rule 19(3) of the Companies
(Management and Administration) Rules, 2014]
Name of the Member(s) : …………………………………………………………………………..................……………………
Registered Address : …………………………………………………………………………..................……………………
Email ID : …………………………………………………………………………..................……………………
Folio No. / Client ID : …………………………………………………………………………..................……………………
DP ID : …………………………………………………………………………..................……………………
I/We, being the member(s) holding ……………………………………. Shares of the above named company, hereby appoint
1. Name : ……………………………………………… Address : ………………………………..........…......……………..
Email ID : ……………………………………………… Signature : ………………………………....................….......……
or failing him
2. Name : ……………………………………………… Address : …………………………….............……...……………..
Email ID : ……………………………………………… Signature : ………………………………...................….......……..
or failing him
3. Name : ……………………………………………… Address : ……………………………...........…….....……………..
Email ID : ……………………………………………… Signature : ………………………………....................….......….…
as my/our proxy to attend and vote (on a poll) for me/us and on my/our behalf at the 29
th
Annual General Meeting of the
company, to be held on Thursday, the September 24, 2015 at 3.00 p.m. at the Registered Office of the Company and at any
adjournment thereof in respect of such resolutions as are indicated below:
Ordinary Business :
1. Adoption of Audited Financial Statements, Reports of Auditors and Board of Directors for the year ended
March 31, 2015 and Audited Consolidated Financial Statements for the year ended March 31, 2015.
2. Appointment of Mr. V.R. Mahadevan as Director, who retires by rotation and, being eligible offers himself for
re-appointment.
3. Appointment of Statutory Auditors.
Special Business :
4. Approval for increase of remuneration of Mr.V.R.Mahadevan, Joint Managing Director.
5. Approval for appointment of Mr.V.R. Mahadevan as Joint Managing Director of the Company.
6. Approval and adoption of new Articles of Association of the Company.
7. Ratification of remuneration payable to the Cost Auditor of the Company for the FY 2015-16.
Signed this _____ day of ______, 2015
Afx
Revenue
Stamp
_____________________ _______________________
Signature of shareholder Signature of proxy holder(s)
Note : This form of proxy in order to be effective should be duly completed and deposited at the Registered Office of the
Company, not less than 48 hours before the commencement of the Meeting.
BGR ENERGY SYSTEMS LIMITED
Regd. Office : A-5, Pannamgadu Industrial Estate, Ramapuram Post, Sullurpet Taluk, Nellore Dist. Andhra Pradesh – 524 401,
Ph : 044-27948249 | Email : investors@bgrenergy.com | website : www.bgrcorp.com
Corporate Identity No. : L40106AP1985PLC005318
ATTENDANCE SLIP
Shareholder / Proxy holder wishing to attend the meeting must bring the duly signed Attendance Slip to the meeting and handover at
the entrance of the meeting venue.
FOLIO NO. / DP CLIENT ID
NAME AND ADDRESS OF THE SHAREHOLDER(S)
JOINT HOLDER 1
JOINT HOLDER 2
1. I hereby record my presence at the 29
th
ANNUAL GENERAL MEETING held at A-5, Pannamgadu Industrial Estate, Ramapuram Post,
Sullurpet Taluk, Nellore District, Andhra Pradesh - 524 401 on Thursday, September 24, 2015 at 3.00 p.m.
2. Signature of the Shareholder/Proxy present ....................................................................................................
Note : PLEASE CUT HERE AND BRING THE ABOVE ATTENDANCE SLIP TO THE MEETING.
BGR ENERGY SYSTEMS LIMITED
Regd. Office : A-5, Pannamgadu Industrial Estate, Ramapuram Post, Sullurpet Taluk, Nellore Dist. Andhra Pradesh – 524 401,
Ph : 044-27948249 | Email : investors@bgrenergy.com | website : www.bgrcorp.com
Corporate Identity No. : L40106AP1985PLC005318
ELECTRONIC VOTING PARTICULARS
E-VOTING EVENT NUMBER (EVEN) USER ID PASSWORD
NOTE : Please read the instructions printed under the Note no. (xiii) to the Notice dated August 03, 2015 of the 29th Annual General Meeting. The
voting period starts from 9.00 a.m. on Monday the September 21, 2015 and ends at 5.00 p.m. on Wednesday, September 23, 2015. The
voting module shall be disabled for voting thereafter.
64 kms from
Koyambedu
Maduravoyal
Ambattur
Industrial Estate
Chennai
Bye Passing
Mettupalayam
Puzhal
Redhills
Puduvoyal
Gummidipundi
Pappankuppam
Elavur
Pannamgadu
Andhra Pradesh
AGM
venue
Hanuman
Temple
AGM Venue: A-5, Pannamgadu Industrial Estate, Ramapuram Post,
Sulurpet Taluk, Nellore District, Andhra Pradesh-524401
Prominent Landmark: Hanuman Temple
ROUTE MAP FOR AGM VENUE
