To,
The Members,
BSEL Infrastructure Realty Limited
1. INTRODUCTION
Your directors are elated in presenting their 28th Report on the Audited,
Standalone and Consolidated, Financial Statements for the Financial year ended 31st
March, 2023.
2. FINANCIAL RESULTS
|
|
(Rs. in Lakhs) |
|
Consolidated |
Standalone |
Particulars |
2022-23 |
2021-22 |
2022-23 |
2021-22 |
Total Income |
4,108.92 |
699.50 |
4,108.92 |
699.50 |
Profit before Interest, Depreciation, and Tax |
3,955.50 |
588.61 |
3,955.65 |
588.76 |
Finance Cost |
- |
- |
- |
- |
Depreciation |
4.02 |
3.18 |
4.02 |
3.18 |
Profit before Tax and Exceptional Items |
3,959.52 |
591.80 |
3,959.67 |
591.95 |
Exceptional Items Net (loss)/Gain |
- |
- |
- |
- |
Tax Expense |
65.49 |
106.01 |
65.49 |
106.01 |
Net Profit for the year |
3,894.03 |
485.78 |
3,894.18 |
485.93 |
Appropriations |
- |
- |
- |
- |
3. BUSINESS OVERVIEW
The Standalone Net profit was of Rs. 3,894.18 Lakh for financial year under review as
compared to the Standalone Net profit for previous financial of Rs. 485.93 Lakh. The
Company's Consolidated Net Profit after tax is Rs. 3,89,4.03 Lakh for the financial year
under review as compared to Consolidated Net Profit of Rs. 4,85.78 Lakh for the previous
financial year.
4. DIVIDEND
Directors of the Company are unable to declare any dividend for the financial year
under review.
5. SUBSIDIARIES
Ministry of Corporate Affairs (MCA) issued General Circular No. 2/2011 vide letter no.
51/12/2007-CL-III dated February 8, 2011, through which it granted a General Exemption to
companies from annexing the Directors' Report, Balance Sheet and Profit & Loss Account
of subsidiaries to its Balance Sheet. The Conditions prescribed by the MCA, for availing
exemption under this circular, have been fulfilled by your Company.
BSEL is having three Wholly Owned Subsidiaries including step down subsidiaries named
(I) BSEL Infrastructure Realty FZE (II) BSEL Infrastructure Realty Sdn Bhd and (III) BSEL
Waterfront Sdn Bhd, Balance Sheets, Profit & Loss accounts, Reports of the Directors
and Auditors will be made available upon request by any member on application and will
also be kept for inspection at the Registered Office of your Company. The financial data
of the subsidiaries has been furnished along with the statement pursuant to the provisions
of the Companies Act, 2013 forming part of the Annual Report. Also, pursuant to Accounting
Standard (AS-21) issued by the Institute of Chartered Accountants of India and listing
agreement, your Company has presented the consolidated financial statements which include
the financial information relating to its subsidiaries and forms part of the Annual Report
as ANNEXURE I.
6. DIRECTORS AND KEY MANAGERIAL PERSONNEL
Re-appointment:
As per the provisions of the Companies Act, 2013, Ms. Anamika Jeevan Kamble retires by
rotation at the ensuing AGM and, being eligible, seeks re-appointment. Based on the
performance evaluation and recommendation of the nomination and remuneration committee,
the Board recommends re-appointment.
Appointment:
Mr. Santosh Sambhu Tambe appointed as Director w.e.f. August 4, 2022 Mr. Ashish
Vidyasagar Dube appointed as Director w.e.f. November 10, 2022 Ms. Reena Vimal Shah
appointed as Director w.e.f. November 10, 2022
Resignation:
Mrs. Usha Gupta resigned from the Directorship w.e.f. November 4, 2022
Mr. Vipul Narendrabhai Chauhan resigned from the Directorship w.e.f. November 4, 2022
Mr. Bhavik Ajay Soni resigned from the Directorship w.e.f. December 22, 2022
7. CORPORATE SOCIAL RESPONSIBILITY
It is critical to engage with the social and ecological challenges that humanity is
facing in a deep, meaningful, and systemic manner. We believe in contributing towards
creating a more just, equitable, humane, and sustainable society. Your Company chooses to
work on domain and issues that are widely recognized as being vital enablers of societal
progress Social Responsibility Policy) Rules, 2014, as amended from time to time.
The terms of reference of CSR committee, framed in accordance with Section 135 of the
Companies Act, 2013. The Committee consists of two Independent Directors Ms. Reena Vimal
Shah and Ms. Deepa Jani members and, Mr. Santosh Sambhu Tambe is as Chairperson.
We affirm that the implementation and monitoring of CSR activities is in compliance
with the Company's CSR objectives and policy.
8. STATUTORY AUDITORS
M/s. Gada Chheda & Co. LLP, Chartered Accountants, (FRN: W100059) ("the
Statutory Auditors") have been appointed as the Statutory Auditors of the company at
the 25th AGM held on 25th September 2020, to hold office up to 30th Annual General
meeting.
9. SECRETARIAL AUDITORS
M/s. Sunita Dube & Associates, Company Secretaries, have been appointed as the
Secretarial Auditors of the Company u/s 204 of the Companies Act, 2013 to conduct
Secretarial Audit of the matters of the Company and report thereof, for the period from
1st April, 2022 till 31st March, 2023.
The Report of the Secretarial Auditors of the Company, for the period under review has
been annexed to the Board Report under Annexure V.
10. SECRETARIAL STANDARDS
Your Company has devised proper systems to ensure compliance with the provisions of all
applicable Secretarial Standards issued by the Institute of Company Secretaries of India
and that such systems are adequate and operating effectively.
11. EXPLANATION OR COMMENTS ON QUALIFICATIONS, RESERVATIONS OR ADVERSE REMARKS OR
DISCLAIMERS MADE BY THE AUDITORS AND THE PRACTICING COMPANY SECRETARY IN THEIR REPORTS.
There was no qualification, reservation or adverse remark made by the Auditors in their
report.
12. BOARD OF DIRECTORS OF THE COMPANY:
The Board of Directors of the Company as on the date of this report stands as follows:
Sr. No. |
Name of the Director |
DIN |
Designation |
1. |
Mr. Santosh Sambhu Tambe |
09668177 |
Chairman & Managing Director |
2. |
Mr. Ashish Vidyasagar Dube |
07477676 |
Independent Director |
3. |
Ms. Deepa Jani |
08580654 |
Independent Director |
4. |
Ms. Reena Vimal Shah |
09782288 |
Independent Director |
5. |
Ms. Anamika Jeevan Kamble |
09824238 |
Executive Director |
13. DECLARATION BY THE INDEPENDENT DIRECTORS
The Independent Directors have submitted their disclosures to the Board that they
fulfil all the requirements as stipulated in Section 149(6) of the Companies Act, 2013 so
as to qualify themselves to be appointed as Independent Directors under the provisions of
the Companies Act, 2013 and the relevant rules.
14. FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS:
On appointment of an individual as Independent Director, the Company issues a formal
Letter of Appointment to the concerned director, setting out in detail, the terms of
appointment, duties and responsibilities. Each newly appointed Independent Director is
taken through a formal familiarization program. The programme also provides awareness of
the Independent Directors on their roles, rights, responsibilities towards the Company.
Further, the Familiarization Programme also provides information relating to the financial
performance of the Company and budget and control process of the Company.
15. BOARD MEETINGS
During the financial year under review, the meetings of the Board of Directors of the
Company were held on following dates:
Sr. No. |
Serial No. of Meeting |
Date of Meeting |
1. |
1/2022-23 |
27th May, 2022 |
2. |
11/2022-23 |
04th August, 2022 |
3. |
111/2022-23 |
29th September, 2022 |
4. |
IV/2022-23 |
10th November, 2022 |
5. |
V/2022-23 |
13th January, 2023 |
6. |
VI/2022-23 |
4th February, 2023 |
16. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES MADE PURSUANT TO
SECTION 188 OF THE COMPANIES ACT, 2013.
The details of Related Party Transactions entered by the Company with Related party/
Parties as defined under the provisions of Section 2(76) of the Companies Act, 2013,
during the financial year under review are furnished in Annexure II and forms part
of this report.
During the year under review, there were no related party transactions which were
material in nature.
17. COMPANY'S POLICY RELATING TO DIRECTORS' APPOINTMENT, PAYMENT OF REMUNERATION AND
DISCHARGE OF THEIR DUTIES.
The provisions of Section 178(1) relating to constitution of Nomination and
Remuneration Committee are applicable to the Company and hence the Company has devised a
policy relating to appointment of Directors, payment of Managerial remuneration,
Director's qualifications, positive attributes, independence of Directors and other
related matters as provided under Section 178(3) of the Companies Act, 2013.
18. INFORMATION PURSUANT TO RULE 5 (2) OF COMPANIES (APPOINTMENT & REMUNERATION OF
MANAGERIAL PERSONNEL) RULES, 2014.
The details of employee(s) in receipt of remuneration exceeding the limits specified
under Rule 5 (2) of Companies (Appointment & Remuneration of Managerial Personnel)
Rules, 2014, are annexed in Annexure-III.
19. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION,
PROHIBITION AND REDRESSAL) ACT, 2013
The Company has duly set up an Internal Complaints Committee (ICC) in line with the
requirements of The Sexual Harassment of Women at the Workplace (Prevention, Prohibition
& Redressal) Act, 2013, to redress complaints received regarding sexual harassment.
The following is a summary of sexual harassment complaints received and disposed off
during the year 2022-23.
No. of complaints received: |
Nil |
No. of complaints disposed of: |
Nil |
20. DIRECTORS' RESPONSIBILITY STATEMENT:
Pursuant to Section 134 (3) (c) read with Section 134 (5) of the Companies Act, 2013,
your Directors state that:
(a) In the preparation of the annual accounts, the applicable accounting standards have
been followed with proper explanation relating to material departures, if any;
(b) They have, in the selection of the accounting policies, consulted the Statutory
Auditors and have applied them consistently and made judgments and estimates that are
reasonable and prudent so as to give a true and fair view of the state of affairs of the
Company as at 31st March, 2023 and of its Profit for the year ended on that date;
(c) They have taken proper and sufficient care to the best of their knowledge and
ability for the maintenance of adequate accounting records in accordance with the
provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for
preventing and detecting fraud and other irregularities;
(d) They have prepared the annual accounts for the year ended 31st March, 2023 on a
'going concern' basis;
(e) They have laid down Internal Financial Controls, which are adequate and are
operating effectively; and
(f) They have devised proper systems to ensure compliance with the provisions of all
applicable laws and that such systems were adequate and operating effectively.
21. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE
COMPANIES ACT, 2013.
The Company has not made any investments during the year under review. The details of
loans, advance and guarantees given pursuant to Section 186 of the Companies Act, 2013
have been provided in Annexure IV.
22. DEPOSITS
During the Financial Year ended March 31, 2023, the Company has not accepted any
deposits falling within the ambit of Section 73 of the Companies Act, 2013 and The
Companies (Acceptance of Deposits) Rules, 2014.
23. DISCLOSURES OF AMOUNTS, IF ANY, TRANSFER TO ANY RESERVES.
It is not proposed to carry any amount to any reserves from the profits of the Company.
Hence, disclosure under Section 134 (3) (j) of the Companies' Act, 2013 is not required.
24. MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION OF THE
COMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THIS FINANCIAL STATEMENTS
RELATE AND THE DATE OF THE REPORT.
No material changes and commitments affecting the financial position of the Company
occurred between the end of the financial year to which this financial statement relate on
the date of this report
25. ENERGY CONSERVATION AND TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND
OUTGO:
The particulars as required under the provisions of Section 134(3)(m) of the Companies
Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 in respect of
conservation of energy and technology absorption are not required to be furnished
considering the nature of activities undertaken by the Company during the year under
review. Further during the year under review, the Company has neither earned nor used any
foreign exchange.
Earning/Expenditure in Foreign Currency
Earning: - Rs. Nil Expenditure: -Rs. Nil
26. STATEMENT INDICATING DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY
The Company has developed & implemented Risk Management Policy. However, Company
has not come across any element of risk which may threaten the existence of the Company.
27. DETAILS OF SIGNIFICANT MATERIAL ORDERS PASSED BY THE REGULATORS / COURTS / TRIBUNAL
IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATION IN FUTURE.
There are no significant material orders passed by the Regulators / Courts / Tribunal
which would impact the going concern status of the Company and its future operations.
Hence, disclosure pursuant to Rule 8 (5) (vii) of Companies (Accounts) Rules, 2014 is not
required.
28. DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE
FINANCIAL STATEMENTS PURSUANT TO RULE 8 (5) (viii) OF COMPANIES (ACCOUNTS) RULES, 2014:
The Company has an adequate Internal Financial Control system, commensurate with the
size of its business operations.
29. EXTRACT OF ANNUAL RETURN
In accordance with the Companies Act, 2013, the annual return in the prescribed format
is available at http://www.bsel. com/sharholderinfo/MGT-7.
30. DISCLOSURE OF COMPOSITION OF AUDIT COMMITTEE AND PROVIDING VIGIL MECHANISM
The Audit Committee consists of the following members:
Sr. No. |
Name of Director |
Designation |
Role |
1. |
Mr. Ashish Vidyasagar Dube |
Independent-- *N E I D (Chairman) |
Chairman |
2. |
Ms. Reena Vimal Shah |
Independent-- *N E I D (Member) |
Member |
3. |
Ms. Deepa Jani |
Independent-- *N E I D (Member) |
Member |
4. |
Mr. Santosh Sambhu Tambe |
Executive Director - (Member) |
Member |
The above composition of the Audit Committee consists of independent Directors viz.,
Mr. Ashish Vidyasagar Dube, Ms. Reena Vimal Shah and Ms. Deepa Jani who form the majority.
The Company has established a vigil mechanism and oversees through the committee, the
genuine concerns expressed by the employees and other Directors. The Company has also
provided adequate safeguards against victimization of employees and Directors who express
their concerns. The Company has also provided direct access to the chairman of the Audit
Committee on reporting issues concerning the interests of company employees and the
Company.
31. BOARD EVALUATION
Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and
Disclosure Requirements) Regulations 2015 (Listing Regulations), Board has carried out an
annual evaluation of its own performance, the Directors individually as well as the
evaluation of the working of its committee(s) after seeking inputs from all the Directors
excluding the Director being evaluated. The details of the Board evaluation are explained
in the Corporate Governance Report which forms part of this report
32. CORPORATE GOVERNANCE
Your Company is committed to adopting the best Corporate Governance practices. It
believes that proper corporate governance is not just a regulatory compliance but also a
facilitator for enhancement of stakeholder's value. Reports on Corporate Governance forms
part of this report as Annexure VI.
33. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:
The management discussion and analysis report depict the purview of the management
relating to the segment in which business operates and future scope of business of the
Company. It also mentions the belief of the management in adopting sound practices of
business with emerging trends in the Realty Sector.
The Management Discussion and Analysis report forms part of this report as Annexure
VII.
34. CEO AND CFO CERTIFICATION:
A Certificate from Chairman & Managing Director and Chief Financial Officer on the
financial statements of the Company and on the matters which were required to be certified
according to the Regulation 17(8) of the Listing Regulations, was placed before the Board
and accordingly confirmed to the Board that to the best of their knowledge and belief, the
financial statements and cash flow statements present a true and fair view of the
Company's affairs. CEO and CFO certification forms part of this report as Annexure VIII.
35. APPRECIATION AND ACKNOWLEDGEMENT
The Board of Directors wish to place on record their appreciation for the co-operation
and support of the Company's Bankers, its valued customers, employees and all other
intermediaries concerned with the Company's business.
Your directors are grateful towards all members for supporting and sustaining us during
the intricate days. We look forward to your continued support and reiterate that we are
determined to ensure that the plans are successfully implemented.
|
By Order of the Board of Directors |
|
|
For BSEL Infrastructure Realty Ltd. |
|
|
Sd/- |
Sd/- |
|
Mr. Santosh Sambhu Tambe |
Ms Anamika Jeevan Kamble |
Place: Navi Mumbai |
Managing Director |
Director |
Date: 25/ 05/2023 |
(DIN: 09668177) |
(DIN: 09824238) |