Annual Report Summary
The document is the 23rd Annual Report of BVG India Limited, focusing on its financial performance and position for the year ended March 31, 2024, along with audited financials.
1. Financial Summary:
- Presents standalone and consolidated financial data, in millions of Rupees, for the fiscal years ended March 31, 2024 and 2023.
- Key figures include total income, total expenditure before interest, depreciation, and tax, earnings before interest, depreciation, and tax, interest, profit before depreciation and tax, depreciation, profit before tax, tax expense, profit after tax from continuing operations and discontinued operations, and total profit for the year.
- For the year ended March 31, 2024, standalone total income was Rs 28,382.37 millions, compared to 23,134.38 millions in the previous year. For the same period consolidated total income was 28,448.46 millions compared to 23,186.83 millions in the previous year.
2. Outlook:
- BVG India primarily provides integrated services, waste management services, and emergency response services. It also executes facilities management projects.
- Employs over 75,000 individuals and services diverse sectors, including industrial, consumer, transport, healthcare, and government.
- Outlook for facility management services in India is optimistic, with a projected CAGR of 14.6% from FY2023 to FY2028.
- Key end-user segments driving demand include industrial, public administration, railways/metros, commercial offices, retail, airports, healthcare, and educational institutions.
- The market is fragmented, but a shift towards consolidation is occurring.
- Increased customer awareness of risks associated with unorganized service providers is a factor.
- Key criteria for selection in the government sector include experience, ability to handle large contracts, and service quality.
- The company is developing a disciplined approach to bidding and contract management.
3. Significant Developments:
- BVG acquired the remaining 49% shareholding in BVG Security Services Private Limited (BVGSSPL), making it a wholly-owned subsidiary for Rs 5.36 Million.
- BVG incorporated a special purpose vehicle, BVG Property Management KBT Private Limited, for a 15-year contract with the Chennai Metropolitan Development Authority (CMDA) for operating and maintaining a new bus terminal.
4. Dividend:
- The Board recommended a dividend of Rs. 0.60 per equity share of Rs. 2/- each (i.e. @ 30% of paid up Equity Share Capital) aggregating to Rs. 7,71,31,164/- to Equity Members and 0.0001/- per Compulsorily
5. Transfer of Unclaimed Dividend to Investor Education and Protection Fund (IEPF)
- The company isn’t obligated to transfer any unpaid or unclaimed dividend amounts or shares for which the dividend has not been claimed or paid for a continuous period of seven years or more to the IEPF.
6. Transfer to Reserves
- The company doesn’t propose to transfer any amount to the general reserve for the year ended March 31, 2024.
7. Changes in Share Capital, if any
- During the year under review, 1 Equity Share of face value ₹10/- (Rupees Ten) each sub-divided into 5 (Five) Equity Shares of face value ₹ 2/- (Rupees Two) each.
- Accordingly, the revised Authorized Share Capital of the Company stands at ₹ 470.00 Million divided into 16,08,24,305 Equity Shares of ₹ 2 each and 1,48,35,139 Compulsory
8. Debentures
- Your Company had issued 682,977 Unsecured Optionally Convertible interest free debentures of Rs. 10/- each in the FY 2010-11. The Company has neither allotted nor
9. Subsidiaries, Associate Companies, Joint Ventures and Consolidation of Financials
- As on March 31, 2024, the Company has six subsidiary companies and two joint venture companies. There has been no material changes in the nature of the business of the
10. Particulars of Loans, Guarantees and Investments
- Pursuant to the provisions of Section 186 of the Companies Act, 2013 (“the Act") read with the Companies (Meetings of Board and its Powers) Rules, 2014, disclosures relating
- to Loans, Guarantees and Investments as of March 31, 2024, are provided in Note 6 to the Standalone Financial Statements.
11. Particulars of Contracts or Arrangements with Related Parties
- All Related Party Transactions are placed before the Audit Committee for review and approval. Prior omnibus approval of the Audit Committee is obtained on a yearly basis
- for the transactions which are of unforeseen and repetitive nature.
12. Deposits
- During the year under review, your Company has not accepted or renewed any deposits within the meaning of Section 73 of the Act read with the Companies
13. Material Changes and Commitment if Any Affecting the Financial Position of The Company Occurred Between the End of the Financial Year to Which This Financial Statement Relate and the Date of the Report
- There are no known material changes and commitments affecting the Financial position
- of the Company between 31 March 2024 and the date of Board's Report.
14. Details of Significant and Material Orders Passed by The Regulators or Courts or Tribunals Impacting The Going Concern Status and the Company's Operations in Future
- There are no significant and material orders passed by the regulators or courts or
- tribunal impacting the going concern status and the Company's operations in future.
15. Extract of Annual Return
- Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, the Annual Return as on
- March 31, 2024 is available on the Company's website at
- https://www.bvgindia.com/annual-reports.php.
16. Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo
- Conservation of energy:
- Technology absorption:
- Foreign Exchange Earnings and Outgo:
17. Statutory Auditors
- M/s. MSKA & Associates, Chartered Accountants, Pune, (Firm Registration No.
- 105047W) are the Statutory Auditors of the Company for the FY 2023-24. However the
- 1st five year tenure of M/s. MSKA & Associates, Chartered Accountants gets over with
- the conclusion of this Annual General Meeting.
- The Board of Directors as recommended by the Audit Committee of Directors, have
- subject to the approval of the shareholders of the Company, re-appointed M/s. MSKA
- & Associates, Chartered Accountants, Pune, (Firm Registration No. 105047W) as
- Statutory Auditors of the Company for a period of 4 years, from the conclusion of the
- Twenty Third Annual General Meeting to the conclusion of the Twenty Seventh Annual
18. Explanations or Comments by The Board on Every Qualification, Reservation Etc. Made by Auditors
- The annexure to the auditor's report refers to delays in payment of undisputed statutory
- dues including provident fund, employees state insurance and goods and service tax.
19. Internal Auditor
- The Board, on the recommendation of the Audit Committee, at its meeting held on May
- 31, 2024 had approved the appointment of M/s. Mahajan & Aibara as the Internal
- Auditors of the Company for FY'2024 to conduct the audit on the basis of a detailed
- internal audit plan which is finalised in consultation with the Audit Committee. Internal
- Auditors submit its findings and report to the Audit Committee of the Company.
20. Secretarial Auditors
- Pursuant to Section 204 of the Act read with the Companies (Appointment and
- Remuneration of Managerial Personnel) Rules 2014, the Board had appointed M/s.
- Kailas Ashish & Co., Company Secretaries (erstwhile known as M/s. Kailas Elkunchwar
- and Co., Company Secretaries), who have provided their consent and confirmed their
- eligibility to act as the Secretarial Auditors of the Company, to conduct the Secretarial
- Audit of the Company for the year 2023-2024.
21. Cost Audit
- Maintenance of cost records as specified by the Central Government under sub-section
- (1) of section 148 of the Act, is not required by the Company and accordingly, such
- accounts and records are not maintained.
22. Reporting of Offences Involving Fraud
- The auditors have not reported any offences involving fraud committed against the
- Company by any of the officers or employees of the Company, to the Central
- Government or the Board or any other authority, as provided in Section 143 (12) of the
- Companies Act, 2013 read with corresponding rules, circulars, notifications, orders and
- amendments thereof.
23. Directors
- A. Board Composition
- B. Retirement by Rotation
- C. Appointment and Resignation
24. Declaration of Independent Directors
- Pursuant to the provisions of Section 149(6) of the Act, the Independent Directors have
- submitted declarations that each of them meet the criteria of independence as provided
- in Section 149(6) of the Act along with Rules framed thereunder. There has been no
- change in the circumstances affecting their status as Independent Directors of the
- Company. During the year under review, the Independent Directors of the Company
- had no pecuniary relationship or transactions with the Company, other than sitting fees
- and reimbursement of expenses, if any.
25. Meetings of The Board
- The Board met four (4) times during the Financial Year viz. on June 23, 2023, August 19,
- 2023, December 16, 2023 and March 30, 2024. The intervening gap between the meetings
- was within the period prescribed under the Companies Act, 2013.
26. Directors Responsibility Statement
- Pursuant to Section 134(3)(c) of the Act, the Board of Directors, to the best of their
- knowledge and information and explanations received from the Company, confirm
- that:
27. Key Managerial Personnel
- During the year, Mr. Niklank Jain was appointed as VP Legal and Company Secretary
- of the Company with effect from 1st September 2023 in place of Ms. Rajni R. Pamnani
- who superannuated from the services of the Company.
28. Formal Evaluation
- The Board of Directors has carried out an annual evaluation of its own performance,
- board committees, and individual directors pursuant to the provisions of the
- Companies Act, 2013. The performance of the Board was evaluated by the Board after
- seeking inputs from all the Directors on the basis of criteria such as the Board
- composition and structure, effectiveness of Board processes, information and
- functioning etc.
29. Separate Meeting of Independent Directors
- The Independent Directors of the Company had met during the year on 31st March 2024
- to review the performance of Non- Independent Directors and the Board as a whole,
- reviewed the performance of the Chairperson of the Company and also assessed the
- quality, quantity and timeliness of flow of information between the company
- management and the Board without the presence of the Non-Independent Directors and
- members of the Management.
30. Committees of The Board
- As on March 31, 2024, the Board constituted the Audit Committee, Nomination and
- Remuneration Committee, Corporate Social Responsibility Committee, Stakeholders'
- Relationship Committee, and a Risk Management Committee. In addition, the Board
31. Implementation of Risk Management Policy of The Company
- The Board has an effective audit committee, internal auditors and other control
- mechanisms to ensure a proper control environment in the Company. The board
- continuously reviews the control framework policies and procedures as well as
- technology to ensure that controls work as they are designed to. Whenever there are any
- incidents that still occur in spite of all the controls and whenever an incident gets
- reported or is detected, the board has taken note of the matter and ensured speedy and
- proper investigation and follow up action to ensure that controls work effectively and
- so that the risks involved get managed.
32. Vigil Mechanism/Whistle Blower Policy
- Your Company has established a mechanism for reporting concerns through the Whistle
- Blower Policy of the Company in compliance with the provisions of Section 177 of the
33. Disclosures Under Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013
- The Company is committed to and implementing the sexual harassment prevention
- policy in letter and spirit. The Company is committed to the cause of diversity and
- inclusion and to provide a safe and non-discriminatory workplace to all its employees.
34. Internal Financial Controls
- The Company ensures orderly and efficient conduct of its business, including adherence
- to Company's policies, the safeguarding of its assets, the prevention and detection of
- frauds and errors, the accuracy and completeness of the accounting records and the
35. Particulars Relating to Employees
- In accordance with Rule 5 (2) of the Companies (Appointment and Remuneration of
- Managerial Personnel) Rules, 2014, a statement showing name and other details of every
36. Details of Application Made or Any Proceeding Pending Under The Insolvency and Bankruptcy Code, 2016, During The Year Along With Their Status As At The End of The Financial Year
- 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
37. Acknowledgement
- Your directors express their gratitude to the Central Government, various State
- Governments as well as the Company's Bankers and advisors for their valuable advice,
- guidance, assistance, co-operation, and encouragement provided to the BVG Group on
- various occasions. The Directors also take this opportunity to thank the Company's
The report also included Annexures providing detailed financial statements of subsidiaries, associate companies, joint ventures, information on CSR activities, related party transactions, and auditor's reports, as well as information on key personnel and their remuneration.
