Your directors are elated in presenting their 30th Report on the Audited, Standalone and Consolidated, Financial Statements
for the Financial year ended 31st March, 2025.
The consolidated performance of the Company and its subsidiaries has been referred to wherever required.
2. FINANCIAL RESULTS (Rs. in Lakhs)
|
Particulars
|
Consolidated
|
Standalone
|
|
2024-25
|
2023-24
|
2024-25
|
2023-24
|
|
Total Income
|
1,494.55
|
3,027.47
|
1,494.55
|
3,027.47
|
|
Profit before Interest, Depreciation, and Tax
|
1,340.67
|
2,864.40
|
1,340.87
|
2,864.55
|
|
Finance Cost
|
-
|
-
|
-
|
-
|
|
Depreciation
|
4.59
|
5.01
|
4.59
|
5.01
|
|
Profit before Tax and Exceptional Items
|
1,336.08
|
2,859.39
|
1,336.28
|
2,859.54
|
|
Exceptional Items Net (loss)/Gain
|
-
|
-
|
-
|
-
|
|
Tax Expense
|
338.70
|
339.85
|
338.70
|
339.85
|
|
Net Profit for the year
|
997.38
|
2,519.54
|
997.58
|
2,519.69
|
|
Appropriations
|
|
-
|
|
-
|
3. BUSINESS OVERVIEW
The Standalone Net profit is Rs. 997.58 Lakhs for financial year under review as compared to the Standalone Net profit
for previous financial of Rs. 2,519.69 Lakhs. The Company's Consolidated Net Profit after tax is Rs. 997.38 Lakhs for the
financial year under review as compared to Consolidated Net Profit of Rs. 2,519.54 lakhs for the previous financial year.
4. DIVIDEND
Directors of the Company are unable to declare any dividend for the financial year under review.
5. DISCLOSURES OF AMOUNTS, IF ANY, TRANSFER TO ANY RESERVES.
It is not proposed to carry any amount to any reserves from the profits of the Company. Hence, disclosure under Section
134 (3) (j) of the Companies' Act, 2013 is not required.
6. SUBSIDIARY COMPANIES
BSEL is having three Wholly Owned Subsidiaries including step down subsidiaries named (I) BSEL Infrastructure Realty FZE
(II) BSEL Infrastructure Realty SDN BHD and (III) BSEL Waterfront SDN BHD, Balance Sheets, Profit & Loss accounts, Reports
of the Directors and Auditors will be made available upon request by any member on application and will also be kept
for inspection at the Registered Office of your Company. The financial data of the subsidiaries has been furnished along
with the statement pursuant to the provisions of the Companies Act, 2013 ('Act') forming part of the Annual Report. Also,
pursuant to Accounting Standard (AS-21) issued by the Institute of Chartered Accountants of India and listing agreement,
your Company has presented the consolidated financial statements which include the financial information relating to its
subsidiaries.
Pursuant to the provisions of Section 129(3) of the Act, a statement containing the salient features of financial statements
of the Company's subsidiaries in Form No. AOC-1 is attached to the financial statements of the Company as Annexure I.
7. DIRECTORS' RESPONSIBILITY STATEMENT:
Pursuant to Section 134(5) of the Act, the Board of Directors, to the best of its knowledge and ability, confirm that:
(a) In the preparation of the annual accounts, the applicable accounting standards have been followed with proper
explanation relating to material departures, if any;
(b) They have selected such accounting policies and applied them consistently and made judgments and estimates that
are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the
financial year and of the profit of the Company for that period;
(c) They have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with
the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and
other irregularities;
(d) They have prepared the annual accounts on a 'going concern' basis;
(e) They have laid down internal financial controls to be followed by the Company and such internal financial controls
are adequate and operating effectively;
(f) They have devised proper systems to ensure compliance with the provisions of all applicable laws and that such
systems were adequate and operating effectively.
8. DIRECTORS AND KEY MANAGERIAL PERSONNEL
A. Appointment and Cessation of Directors:
The details of appointment and reappointment of Directors of the Company, during the year under review, are given
in the table as hereunder:
|
Name of the Director
|
Date of Appointment/
Re-appointment
|
Details of Appointment/Re-appointment
|
|
Ms. Deepa Jani
(DIN: 08580654)
|
28th September, 2024
|
Re-appointed as an Independent Director of the
Company for the second term of Five consecutive years
till 27th September, 2029
|
|
Mr. Ashish Vidyasagar Dube
(DIN: 07477676)
|
30th June, 2024
|
Re-designation as a Non-Executive, Non-Independent
Director of the Company
|
|
Ms. Archana Dinesh Warade
(DIN: 06986545)
|
30th June, 2024
|
Appointed as an Independent Director of the Company
for a period of Five consecutive years till 29th June, 2029
|
The Company has received declarations from all Independent Directors of the Company confirming that they meet
the criteria of independence to the Company and pursuant to the provisions of Section 149 of the Act and Regulation
16(1)(b) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ('Listing Regulations').
The appointment/re-appointment of the Directors mentioned above was recommended by the Nomination and
Remuneration Committee of the Board and was approved by the shareholders.
B. Key Managerial Personnel other than Directors:
During the year under review, Mrs. Monika Dilipkumar Nathani has resigned as the Company Secretary & Compliance
Officer w.e.f. 8th February, 2025 and Mrs. Khushbu Desai has been appointed as the Company Secretary & Compliance
Officer of the Company w.e.f. 24th March, 2025.
Pursuant to Section 203 of the Act, Mr. Santosh Sambhu Tambe, Managing Director, Ms. Anamika Kamble, Wholetime
Director and Chief Financial Officer and Mrs. Khushbu Desai, Company Secretary and Compliance Officer are the Key
Managerial Personnel of the Company as on March 31, 2025.
9. FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS:
On appointment of an individual as Independent Director, the Company issues a formal Letter of Appointment to the
concerned director, setting out in detail, the terms of appointment, duties and responsibilities. Each newly appointed
Independent Director is taken through a formal familiarization program. The programme also provides awareness of
the Independent Directors on their roles, rights, responsibilities towards the Company. Further, the Familiarization
Programme also provides information relating to the financial performance of the Company and budget and control
process of the Company.
10. BOARD MEETINGS
Seven meetings of the Board were held during the year. For details of meetings of the Board, please refer to the Corporate
Governance Report, which is a part of this report.
11. BOARD EVALUATION
The Board has adopted a formal mechanism for evaluating its own performance, as well as that of its Committees and
Individual Directors, including the Chairman. The evaluation was conducted through a structured process, covering
various aspects of the Boards' functioning, such as composition of the Board and its Committees, diversity of experience
and competencies and overall effectiveness in discharging responsibilities.
12. POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION AND OTHER DETAILS
The Company's policy on appointment of directors is available on the Company's website at http://bsel.com/Policies/
Code-of-Conduct-for-Board-Members-and-Senior-Management-Personnel.pdf
The policy on remuneration and other matters provided in Section 178(3) of the Act has been disclosed in the Corporate
Governance Report, which is a part of this report and is also available on the Company's website at http://bsel.com/
Policies/Nomination-and-Remuneration-Policy.pdf
13. CORPORATE SOCIAL RESPONSIBILITY
The Company has constituted the Corporate Social Responsibility ('CSR') Committee in accordance with Section 135 of the
Act read with the Companies (Corporate Social Responsibility Policy) Rules, 2014. Pursuant to the provisions of Section
135 of the Act, the Company has also formulated a CSR Policy which is also available on the website of the Company at
http://bsel.com/Policies/CSR-Policy.pdf. The Annual Report on CSR activities as required under Companies (Corporate
Social Responsibility Policy) Rules, 2014 is enclosed herewith as Annexure II to this report.
14. DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL
STATEMENTS PURSUANT TO RULE 8 (5) (viii) OF COMPANIES (ACCOUNTS) RULES, 2014
The Company has an adequate Internal Financial Control system, commensurate with the size of its business operations.
15. COMMITTEES OF BOARD
The details of various committees constituted by the Board, including the committees mandated pursuant to the
applicable provisions of the Act and Listing Regulations, are given in the Corporate Governance Report, which forms part
of this Annual Report.
16. STATUTORY AUDITORS
M/s. Gada Chheda & Co. LLP, Chartered Accountants, (FRN: W100059) ("the Statutory Auditors") have been appointed
as the Statutory Auditors of the company at the 25th AGM held on 25th September 2020, to hold office up to 30th Annual
General meeting.
Further, the Board of Directors at its meeting as recommended by Audit Committee, recommended reappointment of
M/s. Gada Chheda & Co. LLP, Chartered Accountants, (FRN: W100059) as the Statutory Auditors of the Company to
hold office for a period of five consecutive years commencing from the conclusion of forthcoming 30th Annual General
Meeting until the conclusion of 35th Annual General Meeting, subject to approval of shareholders of the Company at the
forthcoming Annual General Meeting.
17. AUDITOR'S REPORT AND SECRETARIAL AUDIT REPORT
The statutory auditor's report and the secretarial auditor's report do not contain any qualifications, reservations, or
adverse remarks or disclaimer.
Secretarial audit report is attached to this report as Annexure III.
18. ANNUAL SECRETARIAL COMPLIANCE REPORT
In accordance with Regulation 24A of the Listing Regulations, the Company has undertaken an audit for the financial year
2024-25 to verify compliance with all applicable SEBI Regulations and Circulars/Guidelines issued thereunder. The Annual
Secretarial Compliance Report issued by M/s. Sunita Dube & Associates, Practicing Company Secretaries has been duly
submitted to the Stock Exchange.
19. RISK MANAGEMENT
The Company has developed & implemented Risk Management Policy. However, Company has not come across any
element of risk which may threaten the existence of the Company.
20. VIGIL MECHANISM
The Company has a Whistle Blower Policy and has established the necessary vigil mechanism for directors and employees
in conformation with Section 177(9) of the Act and Regulation 22 of Listing Regulations, to report concerns about unethical
behaviour. This Policy is available on the Company's website at http://bsel.com/Policies/Vigil-mechanism-Whistle-Blower-
policy.pdf.
21. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS
The particulars of loans, guarantees and investments as per Section 186 of the Act by the Company, have been disclosed
in the financial statements.
22. STATEMENT REGARDING OPINION OF THE BOARD WITH REGARD TO INTEGRITY, EXPERTISE AND EXPERIENCE
The Board confirms that Independent Directors appointed during the year possess integrity, expertise and experience.
23. TRANSACTIONS WITH RELATED PARTIES
None of the transactions with related parties fall under the scope of Section 188(1) of the Act. Accordingly, the disclosure
of related party transactions as required under Section 134(3)(h) of the Act in Form AOC-2 is not applicable to the
Company for FY 2025 and hence does not form part of this report.
24. ANNUAL RETURN
Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, the Annual Return as on March 31, 2025 is available on
the Company's website at http://www.bsel.com/shareholderinfo.htm
25. INFORMATION PURSUANT TO RULE 5 (2) OF COMPANIES (APPOINTMENT & REMUNERATION OF MANAGERIAL
PERSONNEL) RULES, 2014.
The details of employee(s) in receipt of remuneration exceeding the limits specified under Rule 5 (2) of Companies
(Appointment & Remuneration of Managerial Personnel) Rules, 2014, are annexed in Annexure-IV.
26. DISCLOSURE REQUIREMENTS
As per Listing Regulations, the Corporate Governance Report with the Auditors' Certificate thereon, and the integrated
Management Discussion and Analysis form part of the Director's Report.
The Company has devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards
issued by the Institute of Company Secretaries of India and that such systems are adequate and operating effectively.
27. DEPOSITS FROM PUBLIC
The Company has not accepted any deposits from public and as such, no amount on account of principal or interest on
deposits from public was outstanding as on the date of the balance sheet.
28. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO
The particulars as required under the provisions of Section 134(3)(m) of the Act read with Rule 8(3) of the Companies
(Accounts) Rules, 2014 in respect of conservation of energy and technology absorption are not required to be furnished
considering the nature of activities undertaken by the Company during the year under review. Further during the year
under review, the Company has neither earned nor used any foreign exchange.
Earning/Expenditure in Foreign Currency
Earning: - Nil
Expenditure: -Nil
29. 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 STATEMENTS RELATE AND THE DATE OF THE
REPORT.
No material changes and commitments affecting the financial position of the Company occurred between the end of the
financial year to which this financial statement relate on the date of this report.
30. CORPORATE GOVERNANCE
Corporate Governance essentially involves balancing the interests of a Company's stakeholders. The Company continues
to nurture a culture of good governance practices across functions, offices and manufacturing facilities.
Your Company has complied with the mandatory Corporate Governance requirements stipulated under the Listing
Regulations. The separate Report on Corporate Governance is annexed hereto forming part of this report. The requisite
certificate from M/s. Sunita Dube & Associates, Practicing Company Secretaries is attached to the Report on Corporate
Governance.
31. CODE OF CONDUCT
Pursuant to the requirements of Listing Regulations, the Company has laid down a Code of Conduct for all Board Members,
Senior Management Personnel and its employees to ensure the avoidance of conflicts of interest. The Board Members
and Senior Management Personnel have affirmed compliance with the Code of Conduct applicable to them during the
year ended March 31, 2025.
The Codes are available on the website of the Company. The Codes have been circulated to the Directors and Senior
Management Personnel and annual compliance with the same is affirmed by them.
32. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND
REDRESSAL) ACT, 2013
The Company has duly set up an Internal Complaints Committee (ICC) in line with the requirements of The Sexual
Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013, to redress complaints received
regarding sexual harassment.
The following is a summary of sexual harassment complaints:
No. of complaints received during FY 2024-25: Nil
No. of complaints disposed off during FY 2024-25: Nil
No. of complaints pending for more than 90 days: Nil
33. DETAILS OF SIGNIFICANT MATERIAL ORDERS PASSED BY THE REGULATORS/COURTS/TRIBUNAL IMPACTING THE GOING
CONCERN STATUS AND COMPANY'S OPERATION IN FUTURE.
There are no significant material orders passed by the Regulators/Courts/Tribunal which would impact the going concern
status of the Company and its future operations. Hence, disclosure pursuant to Rule 8 (5) (vii) of Companies (Accounts)
Rules, 2014 is not required.
34. DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE,
2016 DURING THE FINANCIAL YEAR ALONG WITH THEIR STATUS AS AT THE END OF THE FINANCIAL YEAR
During the Financial Year 2024-25, there was no application made and proceeding initiated/pending by any Financial and/
or Operational Creditors against your Company under the Insolvency and Bankruptcy Code, 2016 ("the Code").
Further, there is no application or proceeding pending against your Company under the Code.
35. DETAILS OF DIFFERENCE BETWEEN THE AMOUNT OF VALUATION AT THE TIME OF ONE TIME SETTLEMENT AND THE
VALUATION DONE AT THE TIME OF TAKING A LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE
REASONS THEREOF
During the Financial Year 2024-25, the Company has not made any settlement with its bankers for any loan/facility availed
or/and still in existence.
36. COMPLIANCE WITH MATERNITY BENEFIT ACT, 1961
In accordance with the provisions of Section 134(3)(q) of the Act read with Rule 8(5) of the Companies (Accounts) Rules,
2014, the Company hereby confirms that it has complied with the applicable provisions of the Maternity Benefit Act, 1961
during the financial year 2024-25.
37. OTHER DISCLOSURES
During the year under review:
• There was no issuance of any shares with differential rights as to dividend, voting or otherwise or issuance of Sweat
Equity Shares to employees of your Company under any scheme;
• No fraud has been reported by the Auditors to the Audit Committee or the Board under Section 143(12) of the Act.
• There has been no change in the nature of the business of the Company.
• Your Company does not engage in commodity hedging activities.
38. APPRECIATION AND ACKNOWLEDGEMENT
The Board of Directors wish to place on record their appreciation for the co-operation and support of the Company's
Bankers, its valued customers, employees and all other intermediaries concerned with the Company's business.
Your directors are grateful towards all members for supporting and sustaining us during the intricate days.
We look forward to your continued support and reiterate that we are determined to ensure that the plans are successfully
implemented.
By Order of the Board of Directors
For BSEL ALGO LIMITED
Sd/- Sd/-
Mr. Santosh Sambhu Tambe Ms. Anamika Jeevan Kamble
Place: Navi Mumbai Managing Director Director
Date: 8th July, 2025 (DIN: 09668177) (DIN: 09824238)
|