A) CONSERVATION OF ENERGY a) Energy conservation measures taken During the year under review, extra care was taken by the company to optimize the conservation of electricity and fuel at the manufacturing unit of the company.
D) I) FOREIGN EXCHANGE EARNING FOB value of Exports of Goods Rs. 25.29 Million II) FOREIGN EXCHANGE OUTGO EXPENDITURE Travelling and Conveyance Rs. 2.51 Million Others Rs. 0.26 Million
Auditor’s remarks in their report have been appropriately dealt with in the relevant Notes to the Accounts which are self explanatory.
DIRECTORS' REPORT
Dear Shareholders,
Your Directors have pleasure in submitting the 28th Annual Report together with the audited statement of Accounts of the company for the year ended 31st March 2014.
FINANCIAL RESULTS
Rupees in 'Millions'
Particulars 2013-14 2012-13
Turnover (including other Income) 4,588.22 5,220.58
Profit before Taxation 56.87 78.40
Provision for Taxation (Net) 23.00 25.97
Profit after Taxation 33.87 52.43
Profit brought forward from last year 1,009.07 956.64
Profit available for appropriation 1,042.94 1,009.07
Appropriations
Surplus Profit Carried to Balance Sheet 1,042.94 1,009.07
REVIEW OF OPERATIONS
During the year under review, your Company has recorded a turnover of Rs. 4,588.22 million, a decrease of about 12.11% against Rs. 5,220.58 million achieved during the previous year. The Net Profit after tax for the year is Rs. 33.87 million as against Rs. 52.43 million of the previous year. The Indian Power Sector is witnessing a slowdown since last two years. Issues of coal linkage, environmental clearances, land acquisition and fund constraints have resulted in non-finalization of new projects, especially in the private sector and some of the ongoing projects are on a slow execution path. Your directors express their satisfaction over the performance of the Company during the financial year under review, particularly in the adverse economic scenario and volatile regulatory policy in power sector which had impacted order intake and poor debtors realization which had significantly impacted in the turnover and profitability of your company.
DEPOSITS
The Company being the private company does not invite or accept Deposits from the public.
DIVIDEND
Your Directors do not recommend any dividend for the Financial Year 2013-14 keeping in view the demands of growing business and have decided to plough back the entire profits in the business of the Company.
DIRECTORS
There were certain changes in the Board during the financial years under review. Mr. Franz Bartels (DIN: 00833733), Mr. Jeffery Hudson (DIN: 00208525) and Dr. Patrick von Hagen (DIN: 05128488), Directors have resigned from the Board with effect from 28th March 2014.
HOLDING COMPANY
M/s BSBK Engineers Private Limited, having its registered office at Beekay House, L-8, Green Park Extension, New Delhi -110016, India continues to be the holding company of your company by virtue of provisions of section 4(b)(ii) of the Companies Act, 1956, as M/s BSBK Engineers Private Limited holds nearly 59.93% of total equity shareholding of the Company.
TERMINATION OF JOINT VENTURE
Subsequent to the financial year under review, M/s Clyde Bergemann Materials Handling Limited, U.K., a joint venture partner has exited from the Company by selling of its entire 40% equity stake to an Indian Company.
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956, with respect to Directors' Responsibility Statement, it is hereby confirmed:
(i) That in the preparation of the accounts for the financial year ended 31st March 2014, the applicable accounting standards have been followed and that there are no material departures;
(ii) That the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for the year under review;
(iii) That the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;
(iv) That the Directors have prepared the accounts for the financial year ended 31st March 2014 on a "going concern" basis.
STATUTORY AUDITORS
The Company has appointed M/s RRCA Associates, Chartered Accountants (Firm Registration No. 022107N) in its Extra-Ordinary General Meeting held on 25th September 2014 in place of erstwhile auditors M/s Price Waterhouse & Co., Bangalore, Chartered Accountants (FRN 007567S), who have resigned from the Company.
M/s RRCA Associates, Chartered Accountants (Firm Registration No. 022107N), will retire at the conclusion of the forthcoming 28th Annual General Meeting and are eligible for re-appointment.
As required under the provisions of Section139(1) of the Companies Act, 2013, the Company has obtained a certificated from the above auditors proposed to be re-appointed to the effect that their appointment, if made, would be in accordance with the limits specified under the Companies Act, 2013.
Auditor's remarks in their report have been appropriately dealt with in the relevant Notes to the Accounts which are self explanatory.
COST AUDITORS
As per the Order No. F.No. 52/26/CAB dated 24th January 2012 of Ministry of Corporate Affairs, the Companies has been covered under the Companies (Cost Accounting Records) Rules, 2011. Pursuant to the above mentioned order, the Company is required to get the cost accounting records audited by the Cost Auditors for the Financial Year 2012-13 onwards.
In view of the above, M/s. Chittora & Co., Cost Accountant, Jaipur was appointed as Cost Auditor for conducting the cost audit for the year ended 31st March 2014.
PARTICULARS OF EMPLOYEES
Information about employees as per the provisions of Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 as amended is given in Annexure "A" forming part of this report.
DISCLOSURE OF PARTICULARS
Information in accordance with the provisions of Section 217 (1)(e) of the Companies Act, 1956, read with Companies (Disclosures of Particulars in the Report of Board of Directors) Rules, 1988 relating to 'Conservation of Energy', 'Technology Absorption' and Foreign Exchange Earning and Outgo is given in Annexure "B" forming part of this report.
ACKNOWLEDGEMENT
Your directors greatfully acknowledge the support given by the banks and shareholders of the company.
Your Directors wish to record their appreciation for the dedication, loyalty and contributions made by the employees at all levels for the progress of the company.
By order of the Board
For Macawber Beekay Private Limited
(Ajay Kumar Gupta) (Karan Gupta)
Managing Director Director
DIN: 00207974 DIN: 00208215
Date: 20th October 2014
Place: Noida
ANNEXURE "A" TO THE DIRECTORS REPORT
STATEMENT UNDER SECTION 217(2A) OF THE COMPANIES ACT, 1956 FORMING PART OF DIRECTORS' REPORT.
A. Employees who were employed throughout the year and were in receipt of remuneration in aggregate of not less than Rs. 60,00,000 for 12 months.
Sl No Name Age Designation Educational Qualification Remuneration (Rs. in Million) Date of Joining Experience Previous Employment Designation Held Since % of Share held
1 Ajay Kumar Gupta 66 Managing Director B.A. (Hons) 17.24 20.12.84 46 Years Self Employed Managing Director Dec, 84 0.028
2 Rohit Kumar Gupta 62 Whole-time Director B.Tech (Electricals) from IIT, Delhi 19.97 20.12.84 42 Years Self Employed Director Dec, 84 -
3 Gautam Gupta 37 Director MBA & Microsoft Certified System Engineer 7.93 01.04.05 15 Years Director in BSBK Engineers Private Limited Director Apr, 05 0.014
4 Karan Gupta 35 Director B.E.(Mech.), M.Sc., U.K.10.58 01.11.03 12 Years 1st Employment Director Jan, 02 0.014
B.Employees who were employed for a part of the year and were in receipt of remuneration in aggregate of not less than Rs.5,00,000 per month. ---NIL---
ANNEXURE "B" TO THE DIRECTORS' REPORT
[Additional information given in accordance with the provisions of section 217(1)(e) of the Companies Act, 1956, read with Companies (Disclosures of Particulars in the Report of Board of Directors) Rules, 1988]
A) CONSERVATION OF ENERGY
a) Energy conservation measures taken
During the year under review, extra care was taken by the company to optimize the conservation of electricity and fuel at the manufacturing unit of the company.
b) Additional investment and proposals for reduction of consumption of energy
Additional Investment for reduction of consumption of energy is not significant during the year under consideration. There is no proposal for the time being for any other investment for reduction of consumption of energy.
c) Impact of the measures
The impact of the measures taken has been positive.
d) Form A of the Annexure relating to the total energy consumption and energy consumption per unit of production is not applicable to your company.
B) RESEARCH AND DEVELOPMENT (R & D)
a) Specific Areas in which R & D carried out by the company
R & D activity covers development of new sizes of proprietary equipment being supplied by the Company specifically to suit customer requirement.
b) Benefits derived as a result of the above R & D
Enlargement of product range and higher value addition derived from new products.
c) Future Plan of Action
To cover more users/industries under the fold of application development program.
d) Expenditure on R & D
Development activity being a part of overall operations, its expenses is not separately accounted for.
C) TECHNOLOGY ABSORPTION, ADAPTATION AND INNOVATION
a) Efforts in brief made towards technology absorption, adaptation and innovation.
I) Development of products to suit specific customers requirements.
II) Changes/Improvements in product design to suit local requirements.
b) Benefits derived as a result of the above efforts, e.g. product improvement, cost reduction, product development, import substitution etc.
The benefits include cost reduction through in house indigenisation, higher value addition and enlargement of product range through development of new sizes.
c) In case of Imported Technology (Imported during the last five year reckoned from the Beginning of the financial Year)
Not applicable
D) I) FOREIGN EXCHANGE EARNING
FOB value of Exports of Goods Rs. 25.29 Million
II) FOREIGN EXCHANGE OUTGO
EXPENDITURE
Travelling and Conveyance Rs. 2.51 Million
Others Rs. 0.26 Million
CIF VALUE OF IMPORTS
Raw Material Rs. 136.19 Million
By order of the Board
For Macawber Beekay Private Limited
(Ajay Kumar Gupta) (Karan Gupta)
Managing Director Director
DIN: 00207974 DIN: 00208215
Date: 20th October 2014
Place: Noida
DIRECTORS’ RESPONSIBILITY STATEMENT Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956, with respect to Directors’ Responsibility Statement, it is hereby confirmed: (i) That in the preparation of the accounts for the financial year ended 31st March 2014, the applicable accounting standards have been followed and that there are no material departures; (ii) That the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for the year under review; (iii) That the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; (iv) That the Directors have prepared the accounts for the financial year ended 31st March 2014 on a “going concern” basis.
STATEMENT UNDER SECTION 217(2A) OF THE COMPANIES ACT, 1956 FORMING PART OF DIRECTORS’ REPORT. A. Employees who were employed throughout the year and were in receipt of remuneration in aggregate of not less than Rs. 60,00,000 for 12 months. Sl No Name Age Designation Educational Qualification Remuneration (Rs. in Million) Date of Joining Experience Previous Employment Designation Held Since % of Share held 1 Ajay Kumar Gupta 66 Managing Director B.A. (Hons) 17.24 20.12.84 46 Years Self Employed Managing Director Dec, 84 0.028 2 Rohit Kumar Gupta 62 Whole-time Director B.Tech (Electricals) from IIT, Delhi 19.97 20.12.84 42 Years Self Employed Director Dec, 84 - 3 Gautam Gupta 37 Director MBA & Microsoft Certified System Engineer 7.93 01.04.05 15 Years Director in BSBK Engineers Private Limited Director Apr, 05 0.014 4 Karan Gupta 35 Director B.E.(Mech.), M.Sc., U.K.10.58 01.11.03 12 Years 1st Employment Director Jan, 02 0.014 B.Employees who were employed for a part of the year and were in receipt of remuneration in aggregate of not less than Rs.5,00,000 per month. ---NIL---