Annual Report: 2022
Total the current annual report for the year ending March 31st, 2022, shows the director's analysis of the company's financial status.
Financial Summary:
The report provides a financial summary comparing standalone and consolidated results as of March 31, 2022, against March 31, 2021. Key metrics include Total Income, Total Expenditure Before Interest, Depreciation, Tax, Earnings Before Interest, Depreciation, Tax, Interest, Profit before Depreciation and Tax from continuing operations, Depreciation, Profit Before Tax from continuing operations, Tax expense of continuing operations, Profit after Tax from continuing operations, Profit/(Loss) Before Tax from discontinued operations, Tax benefit of discontinued operations (Net), Profit/(Loss) after Tax from discontinued operations, and Total Profit for the year. Both standalone and consolidated results reflect increased total income and profit for the current year compared to the previous year. The summary also indicates a substantial increase in profits before and after tax from continuing operations for both standalone and consolidated figures. However, discontinued operations continue to result in losses.
State of Company's Affairs, Future Outlook, Etc.:
Year in Retrospect: The company reports impeccable growth compared to the previous year. Standalone total income from continuing operations increased by 21.95% to Rs. 20,360.61 Million. EBITDA from continuing operations increased by 26.59%. Profit before tax from continuing operations increased by 56.10%, and profit after tax from continuing operations increased by 33.80%. Total Net Profit after appropriating losses from discontinuing operations stood at Rs. 1,208.74 Million, a 32.83% increase. Consolidated total income from continuing operations increased by 22.15% to Rs. 20,455.40 Million. EBITDA increased by 26.94%. Profit before tax increased by 56.99%, and profit after tax increased by 34.65%. The total Net Profit after losses from discontinuing operations increased by 33.87%.
COVID-19 Impact: The COVID-19 pandemic continued to be a global challenge, but the company has shown resilience and adaptability.
Operational Foray: The company continues its foray into the Infrastructure and Transport sector through key Integrated Facility Management and Operation Management contracts for airports and road transport and has sourced further business with Mumbai Airport and new business with Mangalore Airport.
Solid Waste Management: The company continued its focus on Solid Waste Management as being a key contributor in its growth, winning contracts with Meerut Nagar Nigam, Bhiwani Cluster (Urban) and Yamunagar.
Draft Red Herring Prospectus: The company filed a Draft Red Herring Prospectus with SEBI on September 30, 2021, and obtained in-principal approval from National Stock Exchange of India Limited (“NSE”) and BSE Limited (“BSE") for listing its shares.
BVG Culture: The company focuses on preserving its identity and BVG culture while working towards IPO.
Amendment to Memorandum of Association: The company amended its ancillary objects of the memorandum of association to include power generation from various sources and multi-level car parking cum commercial development business.
Future Outlook: The company is actively monitoring the impact of the COVID-19 pandemic and believes it will be able to sustain the impact. The long-term trends are robust, with key segments like emergency medical services and solid waste management expected to increase. Increased focus on health and hygiene is leading to greater demand for integrated facility management services. The company is well positioned to utilize opportunities to foray into different customer segments and further strengthen its presence in segments like hospitals, educational institutes, transport and infrastructure. The company will continue to focus on contributing to government initiatives on Hygiene, Health, Environment, Education and Green Energy along with other special projects creating social impact with technology. Enterprise spending on technology is central to organizations' ability to innovate and adapt. The company's new organization structure and continued investments will help deepen customer relationships, expand the addressable market, gain market share, and power growth.
Significant and Material Orders: There are no significant and material orders impacting the going concern status.
Material Changes: No material changes have occurred after the close of the financial year.
Capital Structure:
The company's Equity and Preference Share Capital position as at the beginning and end of the Financial Year. During the year under review, the company has not allotted any Equity or Preference Shares and there is no change in the share capital of the Company. The company had issued Unsecured Optionally Convertible interest free debentures, but has neither allotted nor redeemed any during the financial year.
Subsidiaries, Associate Companies, Joint Ventures and Consolidation of Financials:
A list of subsidiaries, associate companies, and joint ventures is provided. During the year, the company acquired 5100 Equity Shares of BVG Security Services Private Limited, making it a subsidiary. The consolidated financial statements of the company and all its subsidiaries, associate and joint ventures have been prepared and approved by the Board.
Reserves: The company has not transferred any amount to the General Reserves during the year under review.
Dividend: The Board of Directors recommended a dividend of Rs. 2.50 per Equity Share of Rs. 10/- each (i.e. @ 25% of paid-up Equity Share Capital) aggregating to Rs. 6,42,75,970/- to Equity Members and 0.0001/- per Compulsorily Convertible Cumulative Preference Share (CCPS) of Rs. 10/- (i.e. @ 0.001% of Preference Share Capital) aggregating to Rs. 1,484/- to the holders of CCPS payable out of the profits.
Investor Education and Protection Fund (IEPF): There has been no requirement of transfer of unclaimed or unpaid dividend to Investor Education and Protection Fund (“IEPF”) during the year.
Deposits: The Company has not accepted deposits from the public.
Extract of Annual Return: The Annual Return as on March 31, 2022 is available on the company's website.
Particulars of Loans, Guarantees or Investments under Section 186: Provided in the financials and notes on accounts.
Particulars of Contracts or Arrangements with Related Parties: All Related Party Transactions are placed before the Audit Committee for review and approval. All Related Party Transactions entered during the year were in Ordinary Course of the Business and at Arm's Length basis.
Directors:
Declaration of Independent Directors: The Independent Directors have submitted declarations that each of them meet the criteria of independence.
Directors Responsibility Statement: The Directors state that: the applicable accounting standards have been followed; the accounting policies have been applied consistently; proper care has been taken for the maintenance of adequate accounting records; the annual accounts have been prepared on a going concern basis; and proper systems are in place to ensure compliance with applicable laws.
Key Managerial Personnel: The Key Managerial Personnel are Mr. Hanmantrao R. Gaikwad, Mr. Umesh G. Mane, Mr. Manoj P. Jain, and Ms. Rajni R. Pamnani.
Committees of the Board:
A. Nomination and Remuneration Policy: The Board has adopted revised Nomination and Remuneration Policy in supersession to the aforesaid existing policy. B. Corporate Social Responsibility Policy: The Board has adopted revised CSR Policy in supersession to the aforesaid existing policy. C. Risk Management Policy: The Board has adopted revised Risk Management Policy in supersession to the aforesaid existing policy. D. Vigil Mechanism/Whistle Blower Policy: The Board has adopted revised Whistle Blower Policy in supersession to the aforesaid existing policy. E. Policy on Anti- Sexual Harassment of Woman at Workplace: The Board has adopted revised Anti-Sexual Harassment Policy in supersession to the aforesaid existing policy. F. Anti-Bribery Policy: The Company has adopted revised policies in supersession to the existing policies.
Formal Evaluation: The Board of Directors has carried out an annual evaluation of its own performance, board committees, and individual directors.
Internal Financial Controls: The Company ensures orderly and efficient conduct of its business.
Auditors:
Secretarial Standards: The Company has complied with all the applicable clauses of the Secretarial Standards.
Secretarial Auditors:
Internal Auditors: M/s Ernst & Young LLP are the Internal Auditors of the Company.
Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo:
Maintenance of Cost Records: The Central Government has not prescribed maintenance of cost records.
Particulars Relating to Employees: A statement showing name and other details of every employee of the Company, who was in receipt of remuneration exceeding the limits specified in the said rule, is annexed to this report - Annexure V.
Personnel: The Directors wish to place on record the deep appreciation for the services rendered by the employees.
Details of Application Made or Any Proceeding Pending Under the Insolvency and Bankruptcy Code, 2016: One of the Operational Creditors of the Company has filed an application under Section 9 of the Insolvency and Bankruptcy Code, 2016 read with Rule 6 of the Insolvency and Bankruptcy before the National Company Law Tribunal at Mumbai.
Acknowledgement: Your Directors are grateful to the Central and State Governments, Statutory Authorities, Local Bodies, Banks, NBFCs and Consultants for their continued support and cooperation.
Annexure 1: Contains the salient features of the financial statements of each Subsidiary, Associate and Joint Venture in the prescribed Form AOC-1.
Annexure II: Details of contracts or arrangements or transactions at arm's length basis.
Annexure III: Report on Corporate Social Responsibility (CSR).
Annexure IV: Secretarial Audit Report.
Annexure V: Disclosure as per Section 197(12) of the Companies Act, 2013
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