BGR ENERGY SYSTEMS LIMITED 443 ANNA SALAI, TEYNAMPET, CHENNAI 600018 INDIA TEL: 91 44 24301000 FAX: 91 44 24360576 E-mail: [email protected] Web site: w w w.bgrcorp.com BeSec/2019 July 18, 2019 Listing Department Department of Corporate Services National Stock Exchange of India Limited BSE Limited Exchange Plaza, Bandra Kurla Complex P.J. Towers, Dalal Street Bandra (E), Mumbai – 400051 Mumbai – 400001 NSE Symbol: BGRENERGY BSE Scrip Code: 532930 Dear Sirs, Sub: Annual Report of the Company for the Financial Year ended March 31, 2019. Further to our letter dated July 04, 2019, intimating the date of 33rd Annual General Meeting, we are pleased to forward the Annual Report of the Company along with the Notice of the 33rd Annual General Meeting to be held on August 14, 2019, Pursuant to Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. We request you to take the same on record. Thanking you, Yours truly, for BGR Energy Systems Limited R. Ramesh Kumar President – Corporate & Secretary Encl : a.a. REGISTERED OFFICE: A-5 PANNAMGADU INDUSTRIAL ESTATE, RAMAPURAM POST, SULURPET TALUK, NELLORE DISTRICT, ANDHRA PRADESH 524401 INDIA. TEL: 91 44 27948249 Corporate Identity Number: L40106AP1985PLC005318 660 MW Super Critical Steam Generator - NTPC Solapur Thermal Power Plant Main Plant Electrical Package for 2 x 700 MWe Kakrapar Nuclear Power Project Contents Financial Highlights 2 Corporate Information 3 Board’s Report and Annexures 4 STANDALONE FINANCIAL STATEMENTS Auditors’ Report 47 Balance Sheet 56 Statement of Profit and Loss 57 Cash flow Statement 58 Notes to Financial Statements 60 CONSOLIDATED FINANCIAL STATEMENTS Auditors’ Report 95 Balance Sheet 102 Statement of Profit and Loss 103 Cash flow Statement 104 Notes to Financial Statements 106 Financial Information of Subsidiaries 141 Annual Report 2018 - 19 Contents 1 Financial Highlights (` Crores except per share data) DESCRIPTION 2014-15 2015-16 2016-17 2017-18 2018-19 SALES AND EARNINGS Sales 3365 3188 3448 3299 3229 Other Income 2 6 0 21 1 EBIDTA 309 314 355 374 338 PAT 4233443229 ASSETS Fixed Assets 183 179 172 178 177 Investments 364 364 364 364 364 Other Asset (Net) 3256 3457 3094 3332 3334 Total Assets 3803 4000 3631 3874 3875 FUNDED BY Equity Share Capital 72 72 72 72 72 Reserves and Surplus 1272 1305 1305 1333 1334 Networth 1344 1377 1378 1405 1406 Deferred Taxes 347 374 327 344 344 Borrowings 2112 2248 1926 2125 2124 Total Liabilities 3803 4000 3631 3874 3875 EPS (`) 5.84 4.57 6.12 4.49 4.03 34483448 374362 355 33653365 338338 32993299 32293229 314 3188 309 2014-15 2015-16 2016-17 2017-18 2018-19 2014-152014-15 2015-162015-16 2016-172016-17 2017-182017-18 2018-192018-19 Sales ( ` Crores) EBIDTA ( ` Crores) 1417 44 1405 42 44 1406 40 33 32 29 1377 13781378 1344 2014-15 2015-16 2016-17 2017-18 2018-19 2014-15 2015-16 2016-17 2017-18 2018-19 PAT ( ` Crores) Networth ( ` Crores) 2 Financial Highlights Annual Report 2018 - 19 Corporate Information BOARD OF DIRECTORS REGISTERED OFFICE STATUTORY AUDITOR N. R. Doraiswami & Co., Sasikala Raghupathy A-5, Pannamgadu Industrial Estate Chartered Accountants Chairperson Ramapuram Post, SullurpetTaluk No.75, (3H), Third Floor, Nellore District, Prince Arcade, New No.29, A. Swaminathan Andhra Pradesh – 524401 Old No.22-A, Cathedral Road, Director - CIN : L40106AP1985PLC005318 Chennai – 600 086 Engineering & Construction Business CORPORATE OFFICE INTERNAL AUDITORS V.R. Mahadevan 443, Anna Salai, J V Associates Joint Managing Director Teynampet, Chennai, V Krishnan & Co. Tamil Nadu – 600018 Ramachandran&Murali Arjun Govind Raghupathy Phone: 91 44 24301000 Raghu & Gopal Deputy Managing Director & COO Email: [email protected] A. John Moris& Co, Swarnamugi R Karthik WEBSITE SECRETARIAL AUDITOR Director – Corporate Strategy www.bgrcorp.com V Suresh No.28, 1st Floor INDEPENDENT DIRECTORS REGISTRAR & SHARE TRANSFER AGENT Ganapathy Colony, Link Intime India Private Limited 3rd Street, Teynampet M.Gopalakrishna C-101, 247 Park, L B S Marg, Chennai - 600018 Vikhroli (west) S.A.Bohra Mumbai – 400083 BANKERS State Bank of India S.R.Tagat Andhra Bank Allahabad Bank Gnana Rajasekaran Axis Bank Bank of Baroda Bank of India Central Bank of India COMPANY SECRETARY Corporation Bank R. Ramesh Kumar Export Import Bank of India ICICI Bank Limited CHIEF FINANCIAL OFFICER IDBI Bank Ltd P. R.Easwar Kumar Indian Bank Indian Overseas Bank Kotak Mahindra Bank Ltd. Punjab National Bank Syndicate Bank The Karur Vysya Bank Limited Union Bank of India Annual Report 2018 - 19 Corporate Information 3 Board’s Report To the Members of Discussion & Analysis report (Annexure VIII) forming part of this Directors report. BGR ENERGY SYSTEMS LIMITED SUBSIDIARIES AND JOINT VENTURES Your directors have pleasure in presenting their 33rd Annual Report together with the audited financial statements for the BGR Boilers Private Limited, which supplies 660 MW super year ended March 31, 2019. critical steam generators, had an operating income of ` 124.02 Crores and incurred a loss of ` 15.40 Crores in the FINANCIAL RESULTS year 2018-19. BGR Turbines Company Private Limited, which The highlights of the standalone financial performance of the supplies 800MW super critical steam turbine generators, has Company during the financial year ended March 31, 2019 as had an operating income of ` 9.82 Crores and made a profit of compared with the previous financial year ended March 31, 2018 ` 0.29 Crore in the year 2018-19. These JV companies have carried are summarized below: necessary and significant accounting adjustments consequent to the Settlement Agreement with Hitachi and such adjustments (` in Crore) have been duly dealt with in the respective company’s books of 2017-18 account and has had no impact on your Company’s financial Description 2018-19 (Restated) statements. Income from operations 3229 3299 THE PERFORMANCE AND FINANCIAL POSITION OF EACH Other income 0.71 21 SUBSIDIARY AND JV Total Income 3230 3320 A report on the performance and financial position of each Earnings before Interest, Depreciation, 338 374 of the subsidiaries and joint venture as per rule 5 of the Tax and Amortization Companies (Accounts) Rules, 2014 is provided as annexure to Profit before exceptional item and tax 41 83 the consolidated financial statement and hence not repeated Exceptional item - -19 here for the sake of brevity as required under rule 8(1) of the Tax Expense 12 32 Companies (Accounts) Rules, 2014. Net Profit after tax 29 32 CONSOLIDATED FINANCIAL STATEMENT Other Comprehensive income(net) -0.62 -0.27 In accordance with Companies Act, 2013 and implementation Restatement of retained earnings -28 - requirements of Indian Accounting Standards (Ind AS) Rules Net Worth 1406 1405 on accounting and disclosure requirements, and as prescribed by Regulation 33 of SEBI (Listing Obligations and Disclosure No material changes and commitments have occurred after the Requirements) Regulations, 2015 the Audited Consolidated closure of the Financial Year 2018-19 till the date of this Report, Financial Statements are provided in this Annual Report. which would affect the financial position of your Company. As required under Section 129 of the Companies Act, 2013, DIVIDEND AND APPROPRIATION a separate statement containing the salient features of the Considering the lower profit during the year and as a measure financial statements of subsidiaries is attached along with the to augment resources, your Board of Directors have not financial statements. recommended any dividend during the year. In terms of Section 136 of the Companies Act, 2013 the Company COMPANY’S STATE OF AFFAIRS has placed on its website the standalone and consolidated financial statements and the separate audited and unaudited Your Company continues to serve one core sector of the Nation annual financial statements of subsidiary companies, as the – Power generation and also other key sectors viz., Oil & Gas, case may be, and the Company will provide a copy of separate Water, Electricity Transmission and Distribution. Your Company financial statements in respect of each of its subsidiary, to any despite significant slowdown and challenges in Indian thermal shareholder of the company who asks for it. power sector sustained its operating performance and the financial position remains strong. BOARD OF DIRECTORS Your Company has adopted a Strategy plan “BGR ASCEND The first term of office of Mr.M.Gopalakrishna, Mr.S.A.Bohra, 2025” with the objective to build and offer a portfolio of high Mr.S.R.Tagat and Mr.Heinrich Bohmer, as independent directors technology systems and services to the Indian and international of the Company in terms of the Companies Act, 2013 expired industry whereby sustained growth is achieved and an on March 31, 2019. Upon recommendation of the Nomination environment of high value creation to all stakeholders is enabled. and Remuneration Committee and the Board of Directors the shareholders re-appointed Mr.M.Gopalakrishna, Mr.S.A.Bohra OPERATING PERFORMANCE and Mr.S.R.Tagat as independent directors of the Company The Company’s affairs, operations review and future outlook for a period of 5 years with effect from April 01, 2019 at the have been discussed and analyzed in the Management Extra-Ordinary General Meeting held on February 15, 2019. 4 Board’s Report Annual Report 2018 - 19 Board’s Report Mr.Heinrich Bohmer, independent director of the Company has qualification, positive attributes and other matters. The main vacated his office of director on March 31, 2019. objective of the policy are given below: The term of appointment of Mr.A.Swaminathan as Joint (i) Enhancement of performance of the Board and Managing Director & CEO expired on September 30, 2018 facilitate effective Corporate Governance. and pursuant to the recommendation of the Nomination and (ii) Encourage diversity of thoughts, expertise and Remuneration Committee, he was appointed as Director - perspectives.