Annual Report: 2021
Directors' Report Summary of BVG India Limited's 20th Annual Report (Year Ending March 31, 2021)
The Directors are pleased to present the 20th Annual Report on the performance and financial position for the year ending March 31, 2021, including audited financials.
1. Standalone Financials:
The report presents key financial data in millions of Rupees, comparing performance in 2021 to 2020:
2. Subsidiaries, Associate Companies, Joint Ventures and Consolidation of Financials:
The report lists BVG India Limited's subsidiaries: BVG Kshitij Waste Management Services Private Limited, Out-of-Home Media (India) Private Limited, BVG Skill Academy, and BVG-UKSAS (SPV) Private Limited. It also lists the associate company, BVG-UKSAS EMS Private Limited, and the joint venture, BVG Krystal Joint Venture. The consolidated financial statements are prepared per Section 129(3) of the Companies Act, 2013. Form AOC-1, detailing financial information of each subsidiary, associate, and joint venture, is included as Annexure I. Out-of-Home Media (India) Private Limited reported total assets of Rs. 1,27,410/- and BVG Kshitij Waste Management Services Private Limited reported total assets of Rs. 25,09,030/-
A. Year in Retrospect (State of Company's Affairs, Future Outlook Etc.):
The year was challenging due to the pandemic, but BVG India Limited managed to minimize the impact on its revenue streams and improved profitability. It was recognized as an essential service provider during lockdowns, allowing it to provide uninterrupted services. BVG India Limited played a role in COVID relief by assisting government agencies. It commenced emergency medical services in Jammu, Kashmir, and Leh, and it commissioned a 100 MW Solar EPC project in Chennai in June, winning additional contracts in Rajasthan and Uttar Pradesh. BVG India Limited continued its focus on Solid Waste Management and secured prestigious facility management contracts, and made forays into the infrastructure sector securing airport and road transport contracts. Total income decreased from Rs. 19,335.29 Million to Rs. 16,695.26 Million, and EBITDA from continuing operations stood at Rs. 2,326.53 Million, decreasing from Rs. 2,524.29 Million. Profit before Tax from continuing operations decreased to Rs. 1,217.99 Million and Net Profit after losses from discontinuing operations stood at Rs. 910.02 Million.
B. Future Outlook:
The COVID-19 pandemic continues to impact the business. The growth rate for India for Fiscal year 2022 is expected to be around 8 to 10%, but it may be affected due to the second wave of COVID-19. The Company is actively monitoring the impact of COVID-19. Long-term trends are robust, with key segments like emergency medical services and solid waste management expected to increase. In facility management, increased focus on health and hygiene is expected to lead to greater demand. BVG India Limited is positioning itself to foray into industries like refineries and residential societies, strengthening its presence in hospitals, educational institutes, transport, and infrastructure.
C. Significant and Material Orders:
There were no material orders passed during the year.
D. Material Changes Etc. After the Close of the Financial Year:
No material changes affecting the company's financial position have occurred.
3. Reserves:
The Company does not propose to carry any amount to the General Reserve account.
4. Dividend:
The Board did not recommend a dividend for equity shares, but compulsory convertible cumulative preference shares (CCPS) are entitled to a dividend of 0.001% of preference share capital aggregating to Rs. 1,484.
5. Deposits:
The Company has neither accepted nor renewed any deposits.
6. Extract of Annual Return:
The extract of the Annual Return is annexed as Annexure II in Form MGT-9.
7. Particulars of Loans, Guarantees or Investments Under Section 186:
Provided in the financials and notes on accounts.
8. Particulars of Contracts or Arrangements with Related Parties:
Particulars are annexed in prescribed form AOC-2 as Annexure III.
9. Directors:
A. Board Composition: The report lists the names and designations of the Directors. B. Appointment and Resignation: Mr. Prabhakar D. Karandikar and Mr. Rajendra R. Nimbhorkar were appointed as Additional Directors and later as Non-Executive & Independent Directors. C. Retirement by Rotation: Mrs. Swapnali D. Gaikwad retires by rotation and is eligible for reappointment. D. Meetings of the Board: The Board met six times during the financial year.
10. Directors Responsibility Statement:
The Directors confirm adherence to accounting standards, proper accounting policies, and reasonable estimates.
11. Key Managerial Personnel:
Mr. Niraj Kedia resigned as CFO, and Mr. Manoj Jain was appointed as the new CFO.
12. Committees of the Board:
A. Audit Committee: The composition, and meeting schedule are detailed. B. Nomination and Remuneration Committee: Composition and meeting details are given. C. Corporate Social Responsibility (CSR) Committee: Composition and meeting details are included. D. Finance Committee: Composition, and authority to sanction borrowings up to Rs. 150 Crores is mentioned. E. Risk Management Committee: Composition is detailed. F. Stakeholders Relationship Committee: Composition is detailed.
13. Policies Formulated by the Board:
The Company has formulated various policies, including: A. Nomination and Remuneration Policy, as revised on August 14, 2020. B. Corporate Social Responsibility Policy, as revised on August 14, 2020. C. Risk Management Policy, as revised on August 14, 2020. D. Vigil Mechanism/Whistle Blower Policy, as revised on August 14, 2020. E. Policy on Anti-Sexual Harassment of Woman at Workplace, as revised on August 14, 2020. F. Anti-Bribery Policy. In addition, various policies and codes of conduct as per SEBI regulations have been formulated.
14. Formal Evaluation:
The Board has carried out an annual performance evaluation.
15. Internal Financial Controls:
The Company ensures orderly and efficient conduct of its business, with measures for safeguarding assets and preventing fraud.
16. Auditors:
A. Appointment of Auditors: M/s. MSKA & Associates, Chartered Accountants, are the Statutory Auditors. B. Remuneration to Auditors: A proposal for fixing the auditor's remuneration will be put up for approval by the members. C. Explanations or Comments by the Board on Every Qualification, Reservation Etc. Made By Auditor: The Board addresses the auditor's comments regarding delays in payment of statutory dues, and notes pending disputes. D. Reporting of Offenses Involving Fraud: The auditors have not reported any offences involving fraud.
17. Secretarial Auditors:
A. Appointment: M/s. Kailas Elkunchwar & Co., Company Secretaries, were appointed for the secretarial audit.
18. Internal Auditors:
PricewaterhouseCoopers Private Limited was appointed for a period of 9 months and Ernst & Young LLP as Internal Auditors of the Company for the remaining period of Three months i.e. from January 01, 2021 to March 31, 2021.
19. Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo:
A. Conservation of Energy: The company continues endeavors for conservation of energy and is exploring alternate sources like solar energy. B. Technology Absorption: Not applicable to the Company. C. Foreign Exchange Earnings and Outgo: Foreign Exchange Inflow was NIL, and Foreign Exchange Outgo was Rs. 47,70,122/-.
20. Declaration of Independent Directors:
The provisions pertaining to the appointment of Independent Directors have been complied with.
21. Particulars Relating to Employees:
A statement showing details of employees is annexed as Annexure VI.
22. Personnel:
The Directors express appreciation for the services rendered by the employees.
23. Acknowledgement:
The Directors acknowledge the support of various government bodies, banks, consultants, and other business associates.
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