The Directors have pleasure in presenting 3,d Annual Report of the Company along with Audited Financial Statement for the year ended 31.03.2024 as under:
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FINANCIAL RESULTS
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(Rs. in Lakhs)
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Particulars
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2023-24
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2022-23
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Revenue from Operations
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-
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-
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Value of Production
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-
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-
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Profit before Depreciation, Interest and Tax
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(307)
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(55)
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Finance costs
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57
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04
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Depreciation and amortization expense
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08
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04
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Profit Before Tax
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(372)
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(63)
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Tax Expense
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-
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-
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Other Comprehensive Income
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-
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-
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Total Comprehensive Income
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(372)
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(63)
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Profit available for appropriations
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(3679)
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(3307)
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Net worth
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486
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858
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DEMERGER OF IDENTIFIED SURPLUS ASSETS FROM BEML LIMITED TO BEML LAND ASSETS LIMITED
Based on the advise of Inter-Ministerial Group, Government of India, as part of proposed strategic disinvestment of BEML, BEML had appointed M/s Deloitte Haskins & Sells LLP, as consultants for advising, undertaking and implementing the Demerger of identified surplus/ non-core assets of the Company which are not part of BEML strategic disinvestment. For demerger, transfer and vesting of identified surplus/ non-core assets, BEML incorporated "BEML Land Assets Limited" on 15.07.2021.
Later on, Petition was filed with MCA for approval of Scheme of Arrangement and on 28.07.2022, MCA had passed order approving the Scheme of Arrangement for demerger of "BEML Land Assets Limited" (Resulting Company).
In compliance with MCA order, BEML Limited had fixed 09.09.2022 as record date for issuing shares of Resulting Company in the ratio of 1:1 and same were issued to all shareholders whose name were recorded in the Register of Members on the above said date. Further, the said shares were listed on
both stock exchanges (BSE & NSE) and trading has started on 19.04.2023.
Central Government has amended Indian Stamp Act, 1899 granting exemption on payment of stamp duty for transfer of title deeds from one Government company to another Government company in the demerger process. Hence, Company has applied to various State Governments for stamp duty exemptions for taking forward the registration of title deeds.
CATEGORIZATION OF NEW CPSES
Your Company has been conferred with Schedule 'C' status on 22.01.2024 by Ministry of Defence in pursuance of Department of Public Enterprises Office Memorandum dated 11.12.2023 regarding Categorization of new CPSEs, and CPSEs created for asset management of disinvested CPSEs.
TRANSFER TO GENERAL RESERVE
During the year under review, your Company has not transferred any amount to General Reserve.
DIVIDEND
During the year under review, no dividend is declared on the Equity Shares as the Company has not commenced its operations.
MATERIAL CHANGE / COMMITMENT AFFECTING THE FINANCIAL POSITION:
No material change / commitment has occurred affecting the financial position of the Company subsequent to the financial year ended 31.03.2024 till the date of this report.
CAPITAL STRUCTURE
There was no change in the Authorized and Paid-up Share Capital of the Company during the year under review.
FIXED DEPOSITS
The Company has not accepted any deposits during the year and there is no unpaid deposits and/ or interest on deposits as on 31.03.2024.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS
As per the provisions of Section 186 of the Companies Act, 2013, the details of Loans, Guarantees and Investments are given in the notes to financial statements.
APPOINTMENT OF DIRECTORS & KEY MANAGERIAL PERSONNEL
Your Company being a listed CPSE, the President of India is vested with the power to appoint the Directors of the Company from time to time and also shall determine the terms of office of such Directors. Accordingly, the following appointments on the Board of your Company were effected during 2023-24 as per the directives of the President of India:
(i) Shri Shantanu Roy (DIN: 10053283) appointed as the Chairman & Managing Director of the Company w.e.f. 01.02.2024. He took charge on 01.02.2024.
(ii) Shri Anil Jerath (DIN: 09543904) appointed as Non-Executive Director of the Company w.e.f.
01.02.2024. He took charge on 01.02.2024.
(iii) Shri Rakesh Kumar (DIN: 10503071) appointed as Government Nominee Director of the Company on 09.02.2024. He took charge on
10.02.2024.
The aforesaid appointments have been placed before the shareholders in their 2nd AGM held on
18.03.2024. Further, no Director shall retire by rotation during the period under review.
Shri Amit Banerjee, Nominee Director/ Chairman of the Board, Shri Ajit Kumar Srivastav, Nominee Director and Shri ML Shanmukh, Independent Director, were ceased to be Directors. The Board placed on record its deep appreciation for invaluable services rendered by Shri Amit Banerjee, Shri Ajit Kumar Srivastav and Shri ML Shanmukh on the Board.
NUMBER OF MEETINGS OF BOARD
During the year, five meetings were held on 23.05.2023, 17.07.2023, 27.07.2023, 13.02.2024 and 28.03.2024 respectively. Requirements on number and frequency of meetings were complied with in full in terms of Section 173 of the Companies Act, 2013 except during the quarter ended 31.12.2023 due to non-availability of requisite Directors on the Board.
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to Section 134(3)(c) and 134(5) of the Companies Act, 2013, your Directors state that,
a) in the preparation of the annual financial statements for the year ended 31.03.2024, the applicable Accounting Standards had been followed along with proper explanation relating to material departures;
b) the directors had selected such accounting policies and applied them consistently and judgments and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31.03.2024 and of the profit of the Company for the year ended on that date;
c) the directors had 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;
d) the directors had prepared the annual accounts 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.
INTERNAL CONTROL SYSTEMS
There are adequate Internal Control Systems present in the Company. The adequacy of Internal Financial Controls over financial reporting is covered by the Statutory Auditors in their Independent Auditor's Report.
ENTERPRISE RISK MANAGEMENT
Your company has formulated Risk Management policy and the same is placed on the website of the company at https://www.blal.in/wp-content/ uploads/2023/01/08.Risk-Manaaement-Pol icy-final, pdf.
RELATED PARTY TRANSACTIONS
Your Company has formulated a "Policy on Related Party Transactions", to regulate transactions entered into between the Company and its related parties. The said policy is placed on the web-site of the Company at https://www.blal.in/wp-content/ uploads/2023/01/06.BLAL RPT.pdf.
Information as required under section 188 in Form AOC-2, pursuant to Section 134(3)(h) of the Companies Act, 2013 read with Rule 8(2) of the Companies (Accounts) Rules, 2014, is attached to this report as Annexure-I.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS & OUTGO:
The details on conservation of energy and technology absorption are not applicable since the Company is yet to commence its operations. The foreign exchange earnings and outgo is nil during the FY 2023-24.
MANPOWER
The number of employees of the Company as on 31.03.2024 stood at 4. Out of 4 employees, one employee is posted on deputation basis and three employees on contract basis.
PARTICULARS OF EMPLOYEES
There were no employees of the Company who received remuneration in excess of the limits prescribed under Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.
SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
There were no complaints received under the Sexual Harassment of Women at Work Place (Prevention, Prohibition, and Redressal) Act, 2013 during the year 2023-24. Internal Complaints Committee (ICC) has not been constituted as required under Section 4(1) of the said Act, as there were only 4 employees in the Company during the year.
WHISTLE BLOWER POLICY
In terms of the provisions of Section 177 of the Companies Act, 2013, Regulation 22 of the Listing Regulations and Chapter 4 of the DPE Guidelines, your Company has formulated "Vigil Mechanism/ Whistle Blower Policy" for directors and employees to report genuine concerns. The said policy is placed on the Company's website https://www.blal.in/wp-content/uploads/2023/01/05.-Viail-Mechanism-AND-WHISTLE-BLOWER-Policv.pdf.
CORPORATE GOVERNANCE REPORT:
In terms of Regulation 34 of the Listing Regulations and Chapter 8 of the DPE Guidelines, a report on Corporate Governance (CG) compliance is included in the Board's Report. Shri Swayambhu Viswanathan, Practicing Company Secretary (PCS) has issued a Compliance Certificate on the same. The aforesaid report on Corporate Governance along with Compliance Certificate is placed at Annexure-H.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT:
In terms of Regulation 34 of Listing Regulations and Chapter 7 of the DPE Guidelines, report on Management Discussion and Analysis Report is placed at Annexure-lli.
BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT (BRSR):
SEBI vide Circular No.SEBI/HO/CFD/CMD-2/P/ CIR/2021/562, dated 10.05.2021 mandated top 1000 companies by market capitalization to publish BRSR in the annual report from FY 2022-23 in terms of Regulation 34 of the Listing Regulations. Since the Company ranked at 1191 (NSE) and 1248 (BSE) based on market capitalization as on 31.03.2024, the said Report is not appended with the Annual Report.
CORPORATE SOCIAL RESPONSIBILITY COMMITTEE
The Corporate Social Responsibility Committee is not constituted as per the provisions of Section 135 of Companies Act, 2013, since the Company is yet to commence its operations.
STATUTORY AUDITORS
M/s N Tatia and Associates, Chartered Accountants, were appointed by Comptroller & Auditor General of India as Statutory Auditors for the year 2023-24.
COST AUDITORS:
Provisions of Section 148 of Companies Act, 2013 are not applicable to the Company for the financial year ended 31.03.2024. Flence, the Company has not appointed any cost auditor.
SECRETARIAL AUDITORS:
In terms of Section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, your Company had appointed M/s Manish Mishra and Associates, Lucknow, (PCS) to undertake the Secretarial Audit of the Company for the year 2023-24. The Secretarial Audit Report issued by the
PCS and the replies to the observations made in the said Report are annexed to the Board's Report as Annexure-IV. In addition, an Annual Secretarial Compliance Report issued by the PCS has been filed with the stock exchanges within the due date from the end of financial year 2023-24.
C&AG AUDIT
The Comments of the Comptroller & Auditor General of India under Section 143(6)(b) of the Companies Act, 2013 on the financial statement of the Company are appended at Page No. 61 and 62 to the annual report.
FRAUDS REPORTED BY AUDITORS:
No frauds are reported by the auditors which fall under the purview of sub-section 12 of section 143 of Companies Act, 2013.
GENERAL DISCLOSURE:
Your Directors confirm that no disclosure or reporting is required in respect of the following items as there was no transaction on these items during the year under review:
(i) No Significant and Material order was passed by any regulators or courts or tribunals that may impact the going concern status and company's operations in future.
(ii) No application made or any proceeding pending under Insolvency and Bankruptcy Code, 2016 as at the end of the Financial Year 2023-24.
(iii) Details of difference between the amount of valuation at the time of one-time settlement and valuation done while taking loan from banks or financial institutions are not applicable to the company.
EXTRACT OF ANNAUL RETURN
In terms of Section 92(3) of the Companies Act, 2013 read with Rule 12 of the Companies (Management and Administration) Rules, 2014, an extract of the Annual Return in prescribed form is placed on Company's website at www.blal.in.
ACKNOWLEDGEMENTS
Your Directors express their sincere thanks to Government of India, Administrative Ministry, the Ministry of Defence, DIPAM, BEML Limited, State Government of Karnataka, Maharashtra, Kerala, Tamil Nadu, Chhattisgarh, New Delhi, Madhya Pradesh, Jharkhand, West Bengal and Goa for their valued support and guidance.
Your Directors wish to thank the Comptroller and Auditor General of India, the Principal Director of
Commercial Audit, Statutory Auditors, Secretarial Auditors, Bankers, Shareholders and Employees for their valued support and co-operation.
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