Your Directors have pleasure in presenting their 1st Annual Report and the Accounts for the year ended 31.03.2022.
FINANCIAL RESULTS
Your Company has not commenced commercial operations and has no income during the year.
DEMERGER OF IDENTIFIED SURPLUS ASSETS FROM BEML LIMITED TO BEML LAND ASSETS LIMITED
BEML Limited (BEML) had in-principle? decided to disinvest 26% of the equity share capital of BEML through strategic disinvestment along with transfer of management control ("Strategic Disinvestment") as approved by Government of India.
Based on the decision of Government of India, BEML intends to hive-off of Identified Surplus/ Non-core assets separately and exclude it from the process of strategic disinvestment. In order to achieve the above objective, Identified Surplus/ Non-core Assets are being demerged into BEML Land Assets Limited ("BLAL") viz. Resulting Company.
The Scheme of Arrangement for the aforesaid demerger was approved by SEBI and accordingly, BSE & NSE had issued No Objection Letter / Observation letter conveying No Objection / Consent to the scheme of Arrangement.
Subsequently, an application along with Scheme of Arrangement and other annexures had been filed with Ministry of Corporate Affairs, New Delhi (MCA). Process of approval as per guidelines of MCA is in progress.
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 31.03.2022.
AMOUNT TRANSFERRED TO RESERVES
During the year under review, your Company has not transferred any amount to the General Reserve.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS
There were no Loans, Guarantees and Investments received / given by the Company as per the provisions of Section 186 of the Companies Act, 2013.
ENTERPRISE RISK MANAGEMENT
Your company will formulate Risk management policy once the company commences its operations.
RELATED PARTY TRANSACTIONS
During the year 2021-22, your company has not entered into any material related party transactions.
DIRECTORS RETIRING BY ROTATION
Shri Amit Banerjee, Chairman of the Board, shall retire by rotation pursuant to the provisions of the Companies Act, 2013. Further, he being eligible, offered himself for re-appointment.
DETAILS OF DIRECTORS
First Directors of the Company are appointed by the holding Company, M/s BEML Limited:
a. Shri Amit Banerjee - Nominee Director / Chairman of the Board
b. Shri Ajit Kumar Srivastav - Nominee Director
c. Shri ML Shanmukh - Independent Director
Independent Directors had furnished necessary declarations, in terms of Section 149(7) of the Companies Act, 2013, stating that they had fulfilled the criteria of independence as provided under Section 149(6) of the said Act and Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014 subject to the exemptions granted to the Government Companies.
NUMBER OF MEETINGS OF BOARD
During the year, four meetings were held on 20.07.2021, 24.07.2021, 26.10.2021 and 01.02.2022. Requirements on number and frequency of meetings were complied with in full in terms of Section 173 of the Companies Act, 2013.
DIRECTORS? RESPONSIBILITY STATEMENT
Pursuant to section 134(5) of the Companies Act, 2013, your Directors state that,
a) in the preparation of the annual financial statements for the year ended 31.03.2022, 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 31.03.2022 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 devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.
STATUTORY AUDITORS
M/s Amarnath Kamath & Associates, Chartered Accountants, was appointed by Comptroller
& Auditor General of India as Statutory Auditors for the year 2021-22.
C&AG AUDIT
Comments of the Comptroller & Auditor General of India under Section 143(6)(b) of the
Companies Act, 2013 on the financial statement, which are appended at Page No. 37 to the annual report.
INTERNAL CONTROL SYSTEM
There are adequate Internal Control Systems present in the Company and are taken care while preparation of Financial Statements.
PARTICULARS OF EMPLOYEES
There were no employees employed by your 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 the MGT-7 will be placed on separate web page of Holding Company?s website at www.bemlindia.in.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS & OUTGO:
The details on conservation of energy, technology absorption and foreign exchange earnings and outgo are not applicable since the Company is yet to commence its operations.
ACKNOWLEDGEMENTS
Your Directors express their appreciation to the Government of India, State Government of Karnataka, M/s BEML Limited (the Holding Company) 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, and Shareholders for their valued support and co-operation.