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CONTENTS MANGEMENT STANDALONE CONSOLIDATED REPORTS FINANCIAL FINANCIAL STATEMENTS STATEMENTS 02 46 90 Financial Highlights Auditors’ Report Auditors’ Report 03 52 94 Corporate Balance Sheet Balance Sheet Information 04 53 95 Board’s Report Statement of Profit and Statement of Profit and Loss Loss 54 96 Cash flow Statement Cash flow Statement 56 98 Notes to Financial Notes to Financial Statements Statements 131 Financial Information of Subsidiaries Annual Report 2017 - 18 1 FINANCIAL HIGHLIGHTS (` Crores except per share data) DESCRIPTION 2013-14 2014-15 2015-16 2016-17 2017-18 SALES AND EARNINGS Sales 3296 3365 3188 3448 3299 Other Income 1 2 6 0 21 EBIDTA 393 309 314 355 362 PAT 110 42 33 44 40 ASSETS Fixed Assets 198 183 179 173 178 Investments 364 364 364 364 364 Other Asset (Net) 3272 3256 3457 3094 3344 Total Assets 3834 3803 4000 3631 3886 FUNDED BY Equity Share Capital 72 72 72 72 72 Reserves and Surplus 1232 1272 1305 1306 1345 Networth 1304 1344 1377 1378 1417 Deferred Taxes 511 347 374 327 344 Borrowings 2019 2112 2249 1926 2125 Total Liabilities 3834 3803 4000 3631 3886 EPS (`) 15.24 5.84 4.57 6.12 5.49 C 3447.943448 393.18393 354.65355 361.86362 3365.003365 308.90309 314.30314 3295.603296 3298.723299 3187.893188 2013-142013-142013-142014-152014-15 2014-152015-162015-162015-16 2016-172016-172016-17 2017-182017-18 2017-18 2013-142013-142014-15 2014-152015-16 2015-162016-17 2016-172017-18 2017-18 C SalesSales (C .( in` Crores) Crores) EBIDTAEBIDTAC (C .( in` Crores) Crores) 109.95110 14171416.98 1377.271377 1377.651378 1344.291344 44.1544 42.1542 39.6040 32.9833 13041303.77 2013-142013-142014-15 2015-162015-162016-17 2016-17 2017-18 2017-18 2013-142013-142014-15 2014-152015-16 2015-162016-17 2016-172017-18 2017-18 PATPAT (C (. ` in Crores) Crores) Networth ( (C. ` in Crores) Crores) 2 Annual Report 2017 - 18 CORPORATE INFORMATION BOARD OF DIRECTORS REGISTERED OFFICE STATUTORY AUDITORS A-5, Pannamgadu Industrial Estate N. R. Doraiswami & Co., Sasikala Raghupathy Ramapuram Post, Sullurpet Taluk Chartered Accountants Chairperson Nellore District, No.75, (3H), Third Floor, Andhra Pradesh – 524401 Prince Arcade, New No.29, A. Swaminathan CIN: L40106AP1985PLC005318 Old No.22-A, Cathedral Road, Joint Managing Director & CEO Chennai – 600 086 V.R. Mahadevan CORPORATE OFFICE INTERNAL AUDITORS Joint Managing Director 443, Anna Salai, J V Associates Teynampet, Chennai, V Krishnan & Co. Arjun Govind Raghupathy Tamil Nadu – 600018 Ramachandran & Murali Deputy Managing Director & COO Phone: 91 44 24301000 Raghu & Gopal Email: [email protected] A. John Moris & Co, Swarnamugi R Karthik Director – Corporate Strategy REGIONAL OFFICES SECRETARIAL AUDITORS New Delhi B. Chitra & Co., INDEPENDENT DIRECTORS Plot No.1, Sector – 16A, Film City Company Secretary Noida – 201301, Uttar Pradesh Flat No. ‘G’ 1st Floor Senthil Flats, M.Gopalakrishna New No. 59, Burkit Road, T.Nagar. Mumbai Chennai - 600 017. S.A.Bohra Room Numbers 301 & 304 Vinayak Chambers BANKERS S.R.Tagat 4th Road, Khar (West) State Bank of India Mumbai – 400052 State Bank of Hyderabad Gnana Rajasekaran State Bank of Travancore Hyderabad State Bank of Patiala Heinrich Bohmer Plot No. 44, Sagar Society State Bank of Bikaner & Jaipur Road No.2, Banjara Hills State Bank of Mysore COMPANY SECRETARY Hyderabad – 500034 IDBI Bank Limited R. Ramesh Kumar Indian Bank WEBSITE Corporation Bank CHIEF FINANCIAL OFFICER www.bgrcorp.com Punjab National Bank P. R. Easwar Kumar Bank of India REGISTRAR & SHARE TRANSFER AGENT Axis Bank Link Intime India Private Limited The Karur Vysya Bank Limited C-101, 247 Park, L B S Marg, Vijaya Bank Vikhroli (west) Indian Overseas Bank Mumbai – 400083 Central Bank of India Allahabad Bank Syndicate Bank Andhra Bank Kotak Mahindra Bank Ltd. Export-Import Bank of India ICICI Bank Limited Union Bank of India Annual Report 2017 - 18 3 BOARD’S REPORT To the Members of SUBSIDIARIES AND JOINT VENTURES BGR ENERGY SYSTEMS LIMITED In terms of the Settlement and Seperation Agreement entered into with Hitachi in respect of joint venture companies viz., Your directors have pleasure in presenting their 32nd Annual BGR Boilers Private Limited and BGR Turbines Company Private Report together with the audited standalone and consolidated Limited certain transactions have been completed during the financial statements for the year ended March 31, 2018 and the year. BGR Boilers Private Limited made an operating income auditors’ reports thereon. of ` 312.61 Crores and incurred a loss of ` 24.51 Crores for the year. BGR Turbines Company Private Limited has made FINANCIAL RESULTS an operating income of ` 34.90 Crores and incurred a loss of ` 15.39 Crores for the year. These perfomance figures have The highlights of the standalone financial performance of the not been audited. These JV companies have carried necessary Company during the financial year ended March 31, 2018 as and significant accounting adjustments consequent to the compared with the previous financial year ended March 31, 2017 Settlement Agreement and such adjustments have been duly are summarized below: dealt with in the respective company’s books of account and has had no impact on your Company’s financial statements. (` in Crore) THE PERFORMANCE AND FINANCIAL POSITION OF EACH Description 2017-18 2016-17 SUBSIDIARY AND JV Income from operations 3299 3448 A report on the performance and financial position of each of the subsidiaries and joint venture as per rule 5 of the Other income 21 - Companies (Accounts) Rules, 2014 is provided as annexure to Total Income 3320 3448 the consolidated financial statement and hence not repeated Earnings before Interest, Depreciation, 394 334 here for the sake of brevity as required under rule 8(1) of the Tax and Amortization Companies (Accounts) Rules, 2014. Profit before exceptional item and tax 82 48 CONSOLIDATED FINANCIAL STATEMENT Exceptional item -11 20 In accordance with Companies Act, 2013 and implementation Tax Expense 32 24 requirements of Indian Accounting Standards (Ind AS) Rules Net Profit after tax 39 44 on accounting and disclosure requirements, and as prescribed by Regulation 33 of SEBI (Listing Obligations and Disclosure Other Comprehensive income(net) -0.27 0.64 Requirements) Regulations, 2015 the Audited Consolidated Transfer to general reserve - 4 Financial Statements are provided in this Annual Report. Net Worth 1417 1378 As required under Section 129 of the Companies Act, 2013, a separate statement containing the salient features of the No material changes and commitments have occurred after the financial statements of subsidiaries is attached along with the closure of the Financial Year 2017-18 till the date of this Report, financial statements. which would affect the financial position of your Company. In terms of Section 136 of the Companies Act, 2013, the DIVIDEND AND APPROPRIATION Company has placed on its website the standalone and In order to augment working capital resources of your Company consolidated financial statements and the separate audited through retention of internal accruals, your Board of Directors and unaudited accounts of all subsidiary companies, as the have not recommended dividend during the year. Your Board case may be, and the Company will provide a copy of separate of Directors does not propose to appropriate any amount to financial statements in respect of each of its subsidiary, to any reserves and wish to carry the entire profits to balance sheet. shareholder of the company who asks for it. OPERATING PERFORMANCE BOARD OF DIRECTORS The Company’s state of affairs, operations review and future In accordance with the provisions of Companies Act, 2013, outlook have been discussed and analyzed in the Management Mr.V.R.Mahadevan, Director retires by rotation and being Discussion & Analysis report (Annexure VII) forming part of this eligible offers himself for reappointment. Consequent to expiry Directors report. of the term of appointment, Mrs.Swarnamugi R Karthik, was 4 Annual Report 2017 - 18 BOARD’S REPORT reappointed as Director – Corporate Strategy for a period of SHARE CAPITAL 5 years from February 08, 2018. Her appointment is subject to the approval of the shareholders in the ensuing AGM. A brief The paid-up equity share capital of the Company as on profile of Mr.V.R.Mahadevan and Mrs.Swarnamugi R Karthik are March 31, 2018 was ` 72.16 Crores. During the year under review, given in the notice convening the 32nd Annual General Meeting the Company has not issued new shares, shares with differential of the Company. The Board of Directors recommends these voting rights nor granted stock options nor sweat equity. appointments. TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND All Independent Directors have given declarations that they meet the criteria of independence as laid down under Section 149(6) In compliance with Section 124(5) of the Companies Act, 2013, of the Companies Act, 2013 and SEBI (Listing Obligations and a sum of ` 5,11,700 being the unclaimed dividend declared by Disclosure Requirements) Regulations, 2015. the Company for the financial year ended March 31, 2010 was transferred to the Investor Education and Protection Fund of the MEETINGS OF BOARD Central Government in November 2017 after giving sufficient During the year, 4 Board meetings and 4 Audit Committee notice to the concerned shareholders. meetings were convened and held. The details of these meetings are given in the Corporate Governance Report. The intervening Dividend which remains unclaimed out of the dividend declared gap between any two meetings was within the period prescribed by the Company for the financial year ended March 31, 2011 at under the Companies Act, 2013. the Annual General Meeting held on September 22, 2011 will be transferred to the Investor Education and Protection Fund of the ANNUAL EVALUATION OF BOARD Central Government in November 2018 pursuant to the provisions of Section 124(5) of the Companies Act, 2013.