BS LIMITED(CIN: L27109AP2004PLC042375)

Regd. Office: 8-2-269/10, #504, 5th Floor, Trendset Towers, Road No. 2, Banjara Hills, Hyderabad - 500 034, Telangana, India

NOTICENOTICE IS HEREBY GIVEN THAT THE ELEVENTH ANNUAL GENERAL MEETING OF THE MEMBERS OF M/S. BS LIMITED WILL BE HELD ON WEDNESDAY, THE 30TH DAY OF SEPTEMBER 2015, AT 11.00 AM AT OCCASIONS, HOTEL BEST WESTERN JUBILEE RIDGE, # 38 & 39, KAVURI HILLS, ROAD NO. 36, JUBILEE HILLS, HYDERABAD – 500036, TELANGANA, TO TRANSACT THE FOLLOWING BUSINESS:

ORDINARY BUSINESS:

1. To receive, consider and adopt the Audited Financial Statements including Consolidated FinancialStatements of the Company for the Financial Yearended March 31, 2015 together with the Reports ofthe Board of Directors and Auditors thereon and ifthought fit, to pass with or without modification, the following resolution as an Ordinary Resolution:

“RESOLVED THAT the Audited Balance Sheet as atMarch 31, 2015, the Statement of Profit and Lossand Cash Flow Statement for the year ended on that date, together with the Reports of Directors andAuditors thereon as presented to the Meeting, beand are hereby, approved and adopted.”

2. To appoint a Director in the place of Mr. Arun Dogra(DIN: 06933098) who retires by rotation and who,being eligible, offers himself for reappointment.

3. To appoint Statutory Auditors and fix theirremuneration and in this regard to consider and, ifthought fit, to pass with or without modification(s),the following resolution as an Ordinary Resolution:

“RESOLVED THAT pursuant to Sections 139, 142 and other applicable provisions, if any, of the Companies Act, 2013 read with Companies (Audit and Auditors)Rules, 2014 (including any statutory modification(s)or re-enactment(s) thereof for the time being inforce), M/s. P. Murali & Co., Chartered Accountants,(bearing ICAI Registration No. 007257S), be andare hereby appointed as Statutory Auditors of theCompany to hold office from the conclusion of thisAnnual General Meeting till the conclusion of thenext Annual General Meeting of the Company, onsuch remuneration as may be determined by theBoard of Directors of the Company.”

SPECIAL BUSINESS:

4. Appointment of Ms. Dimple Kaul as Non-Executiveand Independent Director of the Company.

To consider and if thought fit, to pass with orwithout modification, the following resolution as anOrdinary Resolution:

“RESOLVED THAT, pursuant to the provisions of Sections 149, 150, 152, and other applicable provisions of the Companies Act, 2013 read with Companies (Appointment and Qualification of Directors) Rules, 2014 (including any Statutory modification(s) or re-enactment thereof for the time being in force) read with Schedule IV to the Companies Act, 2013 and Clause 49 of the Listing Agreement, Ms. Dimple Kaul (DIN 07274506), who was appointed as an Additional Director of the Company with effect from August 29, 2015 and whose term of Office expires at this Annual General Meeting in terms of Section 161 of the Companies Act, 2013 and in respect of whom the Company has, pursuant to Section 160 of the Companies Act, 2013, received a Notice in writing proposing her candidature for the Office of Director, be and is hereby appointed as a Non-Executive and Independent Director of the Company, not liable to retire by rotation, to hold office for a term upto Five Consecutive years from the conclusion of this Annual General Meeting and to receive remuneration by way of fees, reimbursement of expenses, for participation in the Meetings of the Board and / or Committees in terms of applicable provisions of the Companies Act, 2013 as may be determined by the Board of Directors from time to time.”

5. Appointment of Mr. Kamesh Yalamarty as Managing Director of the Company.

To consider and if thought fit, to pass with or without modification, the following resolution as a SpecialResolution:

“RESOLVED THAT pursuant to Section 152 andother applicable provisions, if any, of the Companies Act, 2013 read with Companies (Appointment andQualification of Directors) Rules, 2014 (includingany statutory modification(s) or re-enactment(s)thereof for the time being in force), Mr. KameshYalamarty (DIN: 02208678) who was appointed asan Additional Director with effect from June 04,2015 by the Board of Directors of the Company and

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whose term of Office expires at this Annual General Meeting in terms of Section 161 of the Companies Act, 2013 and in respect of whom the Company has, pursuant to Section 160 of the Companies Act, 2013, received a Notice in writing proposing his candidature for the Office of Director, be and is hereby appointed as Director of the Company.”

“RESOLVED FURTHER THAT pursuant to the provisions of Sections 196, 197, 203 and any other applicable provisions of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 (including any statutory modification(s) or re-enactment(s) thereof for the time being in force), subject to Schedule V to the Companies Act, 2013, Articles of Association of the Company, and as per the recommendation of Nomination & Remuneration Committee, the consent of the Company be and is hereby accorded for the appointment of Mr. Kamesh Yalamarty (DIN 02208678) as the Managing Director of the Company for a period of Three (3) Years effective from August 12, 2015, on the terms and conditions of appointment and remuneration as set out in the Explanatory Statement attached to this Notice and as set out in the Agreement entered into between Mr. Kamesh Yalamarty and the Company, with the liberty to the Board of Directors to alter and vary the terms and conditions of the said appointment and/or agreement and remuneration so as not to exceed the limits specified in Schedule V to the Companies Act, 2013 or any amendment thereof for the time being in force, as may be agreed to between the Board of Directors and Mr. Kamesh Yalamarty or as may be varied by the General Meeting and to do all such acts, deeds, matters and things as they may in their absolute discretion deem necessary, expedient, usual and proper in the best interest of the Company for the purpose of giving effect to this resolution”.

6. Ratification of Remuneration of Cost Auditors of the Company.

To consider and, if thought fit, to pass, with or without modification(s), the following resolution as an Ordinary Resolution:

“RESOLVED THAT pursuant to Section 148 and other applicable provisions, if any, of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014 and Companies (Cost Records and Audit) Rules, 2014 (including any statutory modification(s) or re-enactment(s) thereof for the time being in force), M/s. Srinivas & Co., Cost Accountants, (bearing Firm Registration No. 000278, allotted by The Institute of Cost Accountants of India), who were appointed as Cost Auditors for conducting Audit of the Cost Records

of the Company for the Financial Year 2015-16, be paid remuneration of ` 140,000/- (Rupees One Lakh Forty Thousand Only) per annum, excluding Service Tax and reimbursement of travel and out-of-pocket expenses at actuals, if any, incurred in connection with the Audit.”

“RESOLVED FURTHER THAT the Board of Directors and / or the Company Secretary of the Company, be and are hereby authorised to settle any question, difficulty or doubt, that may arise in giving effect to this resolution and to do all such acts, deeds and things as may be necessary, expedient and desirable for the purpose of giving effect to this resolution.”

7. Increase in Authorized Share Capital of the Company.

To consider and if thought fit, to pass with or without modification(s), the following resolution as an Ordinary Resolution:

“RESOLVED THAT pursuant to provisions of Section 61 and other applicable provisions of the Companies Act, 2013 and Rules made thereunder, or any statutory modification(s), amendment or re-enactment thereof and subject to such approvals, permissions, and sanctions, if any, as may be necessary from any concerned authorities, the Authorized Share Capital of the Company be increased from ` 50,00,00,000/- (Rupees Fifty Crores only) divided into 50,00,00,000 (Fifty Crore only) Equity Shares of ` 1/- (Rupee One) each to ` 100,00,00,000/- (Rupees One Hundred Crores only) divided into 100,00,00,000 (One Hundred Crore) Equity Shares of ` 1/- (Rupee One only) each.”

8. Alteration of Memorandum of Association of the Company.

To consider and if thought fit, to pass with or without modification(s), the following resolution as a Special Resolution:

“RESOLVED THAT pursuant to Section 13 and all other applicable provisions of the Companies Act, 2013 and Rules made thereunder, the existing Clause V of the Memorandum of Association of the Company be and is hereby amended by deletion of the existing Clause V and by substitution thereof by the following Clause:

V. The Authorized Share Capital of the Company is ` 100,00,00,000/- (Rupees One Hundred Crores only) divided into 100,00,00,000 (One Hundred Crore) Equity Shares of ` 1/- (Rupee One only) each. The Company shall have power to increase the said capital and to issue any part of its capital, original or increased, with or without any preferential rights, privileges, conditions or advantages over or as compared with any shares previously issued or

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to be thereafter issued, whether in respect of dividend or repayment of capital or both and whether with any special rights of voting or without any right of voting and generally on such terms as the Company may from time to time determine, nevertheless that in the event of the Capital of the Company (including the original Capital) being or becoming divided into shares of different classes, the rights or privileges attached to any class, may be affected, altered, modified or dealt with only in accordance with the provisions in that behalf contained in the Articles of Association of the Company for the time being subject to the provisions of the Companies Act, 2013.

The Company shall have power from time to time to increase or reduce its capital. The shares forming part of the Capital (original, increased or reduced) of the Company may be sub-divided, consolidated or divided into such classes, with any preferential, deferred, qualified, special or other rights, privileges or conditions attached thereto and be held upon such terms as may be determined by the Articles of Association and Regulations of the Company for the time being or otherwise.”

“RESOLVED FURTHER THAT the Board of Directors be and is hereby authorized to do all such acts, deeds, matters and things as may be considered necessary, desirable and expedient for giving effect to this resolution and/or otherwise considered by them in the best interest of the Company.”

9. Issue of Equity Shares of the Company under Non-Promoters Category on Preferential basis.

To consider and if thought fit, to pass with or without modification(s), the following resolution as a Special Resolution:

“RESOLVED THAT pursuant to the provisions of Section 62(1)(c) of the Companies Act, 2013 (the “Act”) and other applicable provisions, if any, of the Act and Rules made thereunder and all other applicable laws (including any statutory modification(s) or re-enactment thereof for the time being in force) and in accordance with the provisions of the Memorandum and Articles of Association of the Company, Listing Agreements entered into by the Company with the Stock Exchanges where the Equity Shares of the Company are listed and any other rules/regulations/guidelines, notifications, circulars and clarifications issued there thereon from time to time by the Government of India, the Securities and Exchange Board of India (“SEBI”), including Chapter VII of the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2009 as amended from time to time (the “SEBI (ICDR) Regulations”), the SEBI (Substantial

Acquisition of Shares & Takeover) Regulations, 2011, as amended from time to time (the “SEBI Takeover Regulations”) and subject to necessary approvals, permissions, sanctions and consents as may be required from Competition Commission of India (the “CCI”), as may be applicable or any regulatory and other appropriate authorities (including but not limited to the Securities and Exchange Board of India (“SEBI”), the Reserve Bank of India (“RBI”), the Government of India, etc.,), if any and all such other approvals, which may be agreed to by the Board of Directors (hereinafter referred to as the “Board”, which term shall be deemed to include any committee which the Board has constituted or may constitute to exercise its powers, including the powers conferred by this resolution) and in terms of the Business Transfer Agreements (the “BTAs”) entered into with the Seller Companies/Proposed Allottees as mentioned in the Explanatory Statement annexed hereunto, the consent, authority and approval of the members of the Company be and is hereby accorded to the Board to create, offer, issue and allot, in one or more tranches, upto 223,095,100 (Twenty Two Crores Thirty Lakh Ninety Five Thousand One Hundred) fully paid-up Equity Shares of the Company, having face value of ` 1/- each (Rupee One only) at a Premium of ` 41/- each (Rupees Forty One Only) [i.e., Issue Price ` 42/- per Share] for consideration other than cash (i.e., in lieu of proposed assets to be acquired through BTAs by way of Slump Sale as per the provisions of Income Tax Act, 1961) for discharging the consideration payable to the Seller Companies for upto the tune of ` 937 Crores (Rupees Nine Hundred Thirty Seven Crores only ) under Non Promoters category by way of Preferential Allotment in one or more tranches to the Seller Companies/ Proposed Allottees as mentioned in the Explanatory Statement annexed hereunto to this Notice, in such manner and on such other terms and conditions, as the Board may, in its absolute discretion, think fit.”

“RESOLVED FURTHER THAT in accordance with the SEBI (ICDR) Regulations, the “Relevant Date” for arriving the issue price of the Equity Shares proposed to be allotted is August 31, 2015 (i.e., being the date which is 30 days prior to the date of Annual General Meeting on which the Shareholders’ approval is sought i.e., September 30, 2015.”

“RESOLVED FURTHER THAT the Equity Shares to be issued and allotted shall be subject to the provisions of the Memorandum and Articles of Association of the Company and the said Equity Shares shall rank pari-passu in all respects with the existing Equity Shares of the Company including payment of dividend, if any, and other corporate benefits, if any, for the financial year in which the issue/offer/allotment has been made and subsequent years

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and shall have the same voting rights as the existing Equity Shares.”

“RESOLVED FURTHER THAT the Company do apply for listing of the above said securities with the Stock Exchanges on which the existing Equity Shares of the Company are listed and also make necessary applications with the Depositories for admission of the said Equity Shares.”

“RESOLVED FURTHER THAT the aforesaid Equity Shares allotted in terms of this resolution shall be subject to lock-in requirements in terms of Chapter VII of SEBI (ICDR) Regulations, 2009 and any amendment thereto from time to time.”

“RESOLVED FURTHER THAT for the purpose of giving effect to the above resolution and matters flowing there from, connected with and incidental to any of the matters mentioned in the aforesaid resolution, the Board be and is hereby authorized on behalf of the Company to take all actions and to do all such deeds, matters and things as it may, in its absolute discretion, deem necessary, desirable or expedient to the issue / offer or allotment of the aforesaid equity shares, listing thereof with the stock exchange(s) and to resolve and settle all questions and difficulties that may arise in the proposed issue /offer, including pricing, number of shares to be allotted, allotment of aforesaid shares, utilization of the issue proceeds and to do all acts, deeds and things in connection there with and incidental thereto as the Board may in its absolute discretion deem fit and consent/approval by the members shall be deemed to have been given.”

“RESOLVED FURTHER THAT the Board be and is hereby authorized to delegate all or any of the powers herein conferred by this resolution to any Director or Directors or to any Committee of Directors or any other officer or officers of the Company to give effect to the aforesaid resolutions including to execute any documents on behalf of the Company and to represent the Company before any governmental authorities, and to appoint any professional advisers /consultants /lawyers.”

10. Raising of Funds through Issue of Equity Shares / Equity Linked Instruments, Debentures or any Other Securities.

To consider and, if thought fit, to pass with or without modification(s), the following Resolution as a Special Resolution:

“RESOLVED THAT in supersession of all previous resolution(s) in this regard and subject to the approval of the Shareholders and pursuant to Section 62 (1)(c) read with Section 42 and other applicable provisions, if any, of the Companies Act, 2013 (“Act”) (including any statutory modification(s)

or re-enactment thereof for the time being in force) and subject to all applicable laws and regulations including but not limited to the Listing Agreements entered into with the Stock Exchanges where the Equity Shares of the Company are listed, Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009 (“SEBI-ICDR Regulations”) as amended from time to time, Foreign Exchange Management Act, 1999 and Foreign Exchange Management (Transfer or issue of Security by a person Resident outside India) Regulations, 2000 (“FEMA Regulations”), the issue of Foreign Currency Convertible Bonds and Ordinary Shares (through Depository Receipt Mechanism) Scheme, enabling provisions in the Memorandum and Articles of Association of the Company and also provisions of any other applicable rules, regulations, guidelines or laws and subject to any approval (s), consent(s), permission(s) or sanction(s), if required, from the Central Government, Reserve Bank of India (“RBI”), Securities and Exchange Board of India (“SEBI”) and / or other appropriate authorities, the consent of the Board of Directors of the Company (herein after called the “Board” which term shall be deemed to include any Committee which the Board may have constituted or herein after constitute to exercise its power including the powers conferred by this resolution) be and is hereby accorded to create, issue, offer and allot (including with provisions for reservation on firm and/ or competitive basis, of such part of issue and for such categories of persons including employees of the Company as may be permitted), either in India or in the course of international offering(s) in one or more foreign markets, from time to time, on such terms and conditions as may be decided and deemed appropriate by the Board in its absolute discretion, in one or more tranches, by way of various offerings in Indian and/or international market, further Equity Shares, Foreign Currency Convertible Bonds, Global Depository Receipts, American Depository Receipts, Debentures / Bonds / Warrants or any combination of these securities and / or any other securities convertible into / exchangeable with Equity Shares (hereinafter referred to as “Securities”), whether rupee denominated or denominated in foreign currency, through public and/or private offerings or any combination thereof to any eligible person(s), including but not limited to Qualified Institutional Buyers in accordance with Chapter VIII of the SEBI ICDR Regulations or otherwise, foreign/ resident investors (whether Institutions, Incorporated Bodies, Individuals or otherwise) Trusts/ Foreign Institutional Investors / Mutual Funds / Pension Funds/ Venture Capital Funds (foreign or Indian), Indian and / or multilateral Financial Institutions, Non-Resident Indians, Stabilizing Agents, Banks and / or such other persons or entities including the general

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public) whether or not such Investors are Members of the Company, through Prospectus or any other Offer Document(s) or through any other mode as may be deemed appropriate by the Board, at such time or times as may be determined by the Board, at par or at such price or prices, and on such terms and conditions and in such manner as the Board may, in its absolute discretion, determine, subject to the applicable regulations / guidelines in force, provided however that the aggregate amount raised by the issue of aforesaid Securities shall not exceed United States Dollar (‘US$’) 150 Million (approximately ̀ 950 Crores at the current exchange rate).”

“RESOLVED FURTHER THAT without prejudice to the generality of the above, the aforesaid offer/issue of Securities may have all or any terms or combination of terms in accordance with the prevalent market conditions including but not limited to terms and conditions relating to payment of interest, Dividend, Premium on redemption at the option of the Company and/or the holders of the Securities including terms for offer/issue of additional equity shares or variation of the conversion price or the period of conversion of Securities into equity shares or terms pertaining to voting rights or option(s) for early redemption of Securities and the Board be and is hereby authorised to determine the form, terms, timing of the offer(s)/issue(s) including the class of investors, number of Securities to be issued and/or allotted in each tranche, offer/issue price, face value, premium amount on issue / conversion of Securities, rate of interest, redemption period, listing on one or more Stock Exchanges in India or overseas as the Board may, in its absolute discretion, deem fit and to make and /or accept any modifications in the proposal as may be required by the appropriate authorities and to do all acts, deeds, matters and things as may be necessary and to settle any questions or difficulties that may arise in regard to the said offer(s)/issue(s) of Securities.”

“RESOLVED FURTHER THAT the Board be and is hereby authorised to issue allot such number of equity shares as may be required to be issued and allotted upon conversion of any Securities in accordance with the terms of the offering of such Securities, all such equity shares being pari-passu with the then existing shares of the Company in all respects as may be provided under the terms of the issue and in the offer document.”

“RESOLVED FURTHER THAT the consent of the Company be and is hereby granted to the Board to secure, if necessary, all or any of the above securities to be issued, by the creation of mortgage and/or charge on all or any of the Company’s immovable and /or movable assets, both present and future, in such form and manner and on such terms as may be deemed fit and appropriate by the Board.”

“RESOLVED FURTHER THAT for the purpose of giving effect to this resolution the Board be and is hereby authorized to do all such acts, deeds, matters and things and execute all such deeds, as it may, at its absolute discretion, deem necessary or desirable or the determination of the terms thereof, including without limitation the entering into of underwriting, Marketing and Institution/ Trustee/ Agents and similar agreements with Merchant Bankers(s), Book Runner(s), Lead Manager(s), Co-Lead Manager(s), Manager(s), Advisor(s), Underwriter(s), Guarantor(s), Depository (ies), Custodian(s), Trustee(s), Stabilization Agent(s) and all such agencies as may be involved for managing, underwriting, marketing, listing thereof with any of the international/Domestic Stock Exchange(s) and trading, to issue placement documents and to sign all deeds, documents and writing and to remunerate the managers, underwriters and all other agencies/ Intermediaries by way of Commission, brokerage, fees and the like as may be involved or connected in such offering of Securities, with power on behalf of the Company to settle any question, difficulties or doubts that may arise in regard to any such offer, issue or allotment as it may, in its absolute discretion, deem fit and desirable without being required to seek any further consents or approval of the Company to the end and intent that the Shareholders of the Company shall be deemed to have given its approval thereto expressly by the authority of this resolution.”

“RESOLVED FURTHER THAT the Company do apply for listing of the new Equity Shares as may be issued with the BSE Limited and National Stock Exchange of India Limited or any other Stock Exchange(s).”

“RESOLVED FURTHER THAT the Company do apply to the National Securities Depository Limited and/or Central Depository Services (India) Limited for admission of the Securities.”

“RESOLVED FURTHER THAT the Board be and is hereby authorised to delegate all or any of the powers in such manner as they may deem fit.”

By Order of BoardFor BS Limited

Sd/-(Rajesh Agarwal)

Chairman & Managing DirectorDate : August 31, 2015Place : Hyderabad

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NOTES

1. The Explanatory Statement pursuant to Section 102 of the Companies Act, 2013 in respect of Special businesses is annexed hereto and forms part of the Notice.

2. A member entitled to attend and vote at the meeting is entitled to appoint one or more Proxies to attend and vote instead of himself and the Proxy or Proxies so appointed need not be a member or members, as the case may be, of the Company. Proxies submitted on behalf of companies, societies, etc. must be supported by an appropriate resolution / authority, as applicable. The instrument appointing the Proxy and the Power of Attorney or other authority, if any, under which it is signed or a notarized certified copy of that Power of Attorney or other authority shall be deposited at the Registered Office of the Company, not later than 48 hours before the time fixed for holding the meeting.

A person shall not act as a Proxy for more than 50 Members and holding in aggregate not more than 10% (Ten) percent of the total Voting Share Capital of the Company. However, a single person may act as a Proxy for a member holding more than 10% (Ten) percent of the total Voting Share Capital of the Company provided that such person shall not act as a Proxy for any other person.

3. All documents referred to in the accompanying Notice and Explanatory Statement are open for inspection at the Registered Office of the Company on all working days between 10:00 a.m. and 12.00 Noon up to the date of the Annual General Meeting.

4. Revenue Stamp should be affixed on the Proxy Form. Forms which are not stamped and signed are liable to be considered invalid. Further for identification purposes etc., it is advisable that the Proxy holder’s signature may also be furnished in the Proxy Form.

5. In case of joint holders attending the Meeting, only such joint holder who is higher in the order of names will be entitled to vote.

6. Members/Proxies are requested to bring the attendance slip duly filled in.

7. Members who hold shares in dematerialized form are requested to bring their Depository Account Number (Client ID No.) for easier identification and recording of attendance at the meeting.

8. The Register of Members and Share Transfer Books of the Company will remain closed from September 26, 2015 to September 30, 2015 (both days inclusive) for the purpose of determining the Members eligible for Dividend.

9. The Securities and Exchange Board of India has notified that the shareholders/ transferee of shares (including joint holders) holding shares in physical form are required to furnish a certified copy of their Income Tax Permanent Account Number (PAN) card to the Company / RTA while transacting in the securities market including transfer, transmission or any other corporate action. Accordingly, all the shareholders/ transferees of Shares (including joint holders) in physical form are requested to furnish a certified copy of their PAN Card to the Company/ RTA while transacting in the securities market including transfer, transmission or any other corporate action.

10. In accordance with Section 20 of the Companies Act, 2013 service of documents on Members by a Company is allowed through electronic mode. Accordingly, as a part of Green Initiative, soft copy of the Annual Report 2014-15 is being sent to all the Members whose email address(es) are registered with the Company / Depository Participant(s) unless any Member has requested for a hard copy of the same. Members, who have not yet registered their email address with the Company / RTA / Depository Participant, are requested to do the same at the earliest by submitting the duly filled in “e-Communication Registration Form” (available on Company’s website in the Investor Centre Section) to the Company / RTA. Members can also submit their form along with Attendance Slip at the Registration Counter at AGM. Members holding shares in dematerialized form are requested to register their email address with their Depository Participant only. Even after registering for e-communication, members are entitled to receive such communication in physical form, upon receipt of request for the same, free of cost.

11. Pursuant to the provisions of Section 123 of the Companies Act, 2013 and Section 205A read with Section 205C of the Companies Act, 1956, Dividend declared for earlier years which remains unclaimed for a period of 7 years will be transferred by the Company to the Investor Education and Protection Fund (“IEPF”) established by the Central Government. The particulars of due dates for transfer of such Unclaimed Dividends to IEPF are furnished in the Report on Corporate Governance, forming part of the Annual Report.

Members who have not encashed the Dividend Warrants so far in respect of the aforesaid periods are requested to send their Claims, if any to the Company/Share Transfer Agent well in advance of the above due date. Once the amount is transferred to the IEPF, no claim shall lie against IEPF or the Company in respect thereof.

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Pursuant to Investor Education and Protection Fund (Uploading of information regarding unpaid and unclaimed amount lying with companies) Rules 2012, the Company will provide / host the required details of unclaimed amounts referred to under Section 205C (2) of the Companies Act, 1956 on its website and also in the website of the Ministry of Corporate Affairs (MCA) in the relevant form every year.

12. Members are requested to affix their signature at the space provided on the attendance slip annexed to proxy form and hand over the slip at the entrance of the meeting hall. Members who hold shares in dematerialized form are requested to bring their Client ID and DP ID numbers for identification.

13. Corporate Members are requested to send duly Certified Copy of the resolution / Power of Attorney authorizing their representatives to attend and vote at the Annual General Meeting.

14. Members desirous of making a nomination in respect of their shareholding in the Company, as permitted under Section 72 of the Companies Act, 2013, are requested to fill up the form annexed as a part of the Annual Report and send the same to the office of the Registrar and Transfer Agent of the Company.

15. The Certificate from the Auditors of the Company on the Company’s Employee Stock Option Plan will be available for inspection by Members at the AGM.

16. Electronic copy of the Notice convening the Eleventh Annual General Meeting of the Company and the Annual Report along with the Attendance slip and Proxy form is being sent to the members whose e-mail addresses are registered with the Company / Depository Participant(s) for communication purposes unless any member has requested for hard copy of the same. For members who have not registered their e-mail addresses, physical copies of the Notice convening the Eleventh Annual General Meeting of the Company, along with the Annual Report, the Attendance slip and Proxy form is being sent to the members in the permitted mode. Members who have not registered their e-mail addresses so far are requested to register their e-mail addresses for receiving all communications including Annual Report, Notices, Circular, etc. from the Company in electronic mode.

17. As an austerity measure, copies of Annual Report will not be distributed at the Annual General Meeting. Members are requested to bring their copies to the meeting.

18. In terms of Clause 49(VIII)(E) of the Listing Agreement with the Stock Exchanges, a brief profile

of Directors, who are proposed to be appointed / re-appointed at this AGM, nature of their expertise in specific functional areas, their other Directorships and Committee Memberships, their Shareholding and Relationship, if any, with other Directors of the Company are annexed hereto.

19. Voting through Electronic Means:

a. In compliance with provisions of Section 108 of the Companies Act, 2013 read with Rule 20 of the Companies (Management and Administration) Rules, 2014 and Clause 35B of the Listing Agreement, as amended from time to time, a member of the Company holding shares either in physical form or in dematerialized form, may exercise his right to vote by electronic means in respect of the resolution(s) contained in this Notice.

b. The Company is providing facility for voting by electronic means to its members to enable them to cast their votes through such voting. The Company has engaged the services of Karvy Computershare Private Limited (“Karvy”) as the Authorised Agency to provide remote e-voting facility (i.e. the facility of casting votes by a member by using an electronic voting system from a place other than the venue of a general meeting).

c. The Company will also provide facility for voting through polling paper which shall be available at the Meeting and Members attending the Meeting who have not already casted their vote by remote e-voting shall be able to exercise their right to vote at the Meeting.

d. The remote e-voting period commences on September 27, 2015 (9:00 AM) and ends on September 29, 2015 (5.00 PM). During this period, the Members of the Company holding shares in physical form or in dematerialized form, as on the cut-off date, being September 23, 2015, may cast their vote by electronic means in the manner and process set out herein below. The e-voting module shall be disabled for voting thereafter.

e. Members are requested to carefully read the instructions for remote e-voting before casting their vote.

f. The Procedure and instructions for remote e-voting are as under:

In case a Member receives an email from Karvy [for members whose email IDs are registered with the Company/ Depository Participants (s)]:

i. Launch internet browser by typing the URL: http://evoting.karvy.com.

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ii. Enter the login credentials (i.e. User ID and password mentioned in the email forwarding the Notice of AGM, or mentioned on the attendance sheet accompanying Notice of AGM, in case email id is not registered and physical copy of the Annual Report is being received by you. The said login credentials shall be valid only in case you continue to hold the shares on the cut-off date). Your Folio No. / DP ID- Client Id will be your User ID. However, if you hold shares in Demat form and you are already registered with Karvy for remote e-voting, you can use your existing User ID and password for casting your vote.

iii. Any person, who has become the Member of the Company after the despatch of AGM Notice but on or before the cut-off date i.e. September 23, 2015, may write to the Karvy on the email Id varghese1@karvy.com (or) contact Mr. P A Varghese on 040-33215424, at Karvy Computershare Private Limited, Unit – BS Limited, Karvy Selenium Tower B, Plot 31-32, Gachibowli, Financial District, Nanakramguda, Hyderabad – 500 032, requesting for the User ID and Password. After receipt of the above credentials, please follow all the steps from Sr. No. (i) to (xii) as mentioned in (A) above, to cast the vote.

iv. After entering these details appropriately, click on “LOGIN”.

v. You will now reach password change Menu wherein you are required to mandatorily change your password. The new password shall comprise of minimum 8 characters with at least one upper case (A- Z), one lower case (a-z), one numeric value (0-9) and a special character (@,#,$, etc.,). The system will prompt you to change your password and update your contact details like mobile number, email ID etc. on first login. You may also enter a secret question and answer of your choice to retrieve your password in case you forget it. It is strongly recommend that you do not share your password with any other person and that you take utmost care to keep your password confidential.

vi. You need to login again with the new credentials.

vii. On successful login, the system will prompt you to select the “EVENT” i.e., BS Limited.

viii. On the voting page, enter the number of shares (which represents the number of votes) as on the Cut-off Date under “FOR / AGAINST’ or alternatively, you may partially enter any number in “FOR” and partially “AGAINST” but the total number in “FOR / AGAINST” taken together shall not exceed your total Shareholding as mentioned herein above. You may also choose the option ABSTAIN. If the Shareholder does not indicate either “FOR” or “AGAINST” it will be treated as “ABSTAIN” and the Shares held will not be counted under either head.

ix. You may then cast your vote by selecting an appropriate option and click on “Submit”.

x. A confirmation box will be displayed. Click “OK” to confirm else “CANCEL” to modify. Once you have voted on the resolution, you will not be allowed to modify your vote. During the voting period, Members can login any numbers of times till they have voted on the Resolution(s).

xi. Shareholders holding multiple folios / Demat accounts shall choose the voting process separately for each folio / Demat accounts.

xii. Voting has to be done for each item of the notice separately. In case you do not desire to cast your vote on any specific item it will be treated as abstained.

xiii. Corporate / Institutional Members (i.e. other than Individuals, HUF, NRI etc.,) are also required to send scanned certified true copy (PDF Format) of the Board Resolution / Authority Letter etc., together with attested specimen signature(s) of the duly authorised representative(s), to the Scrutinizer at email kotes956@yahoo.co.in with a copy marked to evoting@karvy.com. The scanned image of the above mentioned documents should be in the naming format “BS Limited, 11th Annual General Meeting”.

xiv. Once the vote on a resolution is casted by a Member, the Member shall not be allowed to change it subsequently. Further, the Members who have casted their vote through remote e-voting shall not be allowed to vote again at the Meeting.

xv. In case of any queries relating to remote e-voting please contact Karvy`s toll free no. 1800-345-4001 or visit the FAQ

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section at Karvy Website https://evoting.karvy.com.

xvi. In case of grievances connected to the remote e-voting, please contact Mr. Srikrishna P., Manager at Karvy Computershare Private Limited, Karvy Selenium Tower B, Plot 31-32, Gachibowli, Financial District, Nanakramguda, Hyderabad – 500032 at email id srikrishna.p@karvy.com, contact no. 040-67161516.

xvii. You can also update your mobile number and e-mail id in the user profile details of the folio which may be used for sending future communication(s).

In case a Member receives physical copy of the Notice of AGM [for members whose email IDs are not registered with the Company/ Depository Participants (s) or requesting physical copy].

i) User ID and initial Password as provided in the Covering Letter.

ii) Please follow all steps from Sl. No. (i) to Sl. No. (xii) as mentioned in (A) above, to cast your vote.

g. The Members who have casted their vote by remote e-voting prior to the meeting may also attend the meeting but shall not be entitled to cast their vote again.

h. The Board of Directors has appointed Mr. Y. Koteswara Rao, Practicing Company Secretary, as the Scrutinizer to scrutinize the e-voting / Poll and Remote e-voting process in a fair and transparent manner.

i. The cut-off date for the purpose of voting (including remote e-voting) is September 23, 2015.

20. Poll at the Meeting

After the items of the Notice have been discussed, the Chairman will order poll in respect of the items. Poll will be conducted under the supervision of the Scrutinizer appointed for remote e-voting and poll as stated above. A person, whose name is recorded in the Register of Members or in Register of Beneficial Owners maintained by the Depositories as on the cut-off date of September 23, 2015 and who have not casted their vote by remote e-voting, and being present in the AGM, either personally or through proxy, only shall be entitled to vote at the AGM.

21. The voting rights of the Shareholders shall be reckoned on the Paid up value of Shares registered

in the name of the Member / Beneficial Owner (in case of Electronic Shareholding) as on the cut-off date i.e. September 23, 2015.

22. A member can opt for only one mode of voting i.e. either through remote e-voting or by Ballot. A person, whose name is recorded in the Register of Members or in the Register of Beneficial Owners maintained by the Depositories as on the cut-off date, i.e. September 23, 2015, only shall be entitled to avail the facility of remote e-voting / voting by Ballot at 11th AGM of the Company.

23. The remote e-voting facility will be available during the following period:

Commencement of remote e-voting: From 9.00 AM (IST) on September 27, 2015;

End of remote e-voting: Up to 5.00 PM (IST) on September 29, 2015.

The remote e-voting will not be allowed beyond the aforesaid date and time and the e-voting module shall be disabled by Karvy upon expiry of the aforesaid period.

24. The Scrutinizer shall, immediately after the conclusion of voting at the Annual General Meeting, will first count the votes cast at the Meeting and thereafter, unblock the votes cast through remote e-voting in the presence of at least Two witnesses not in the employment of the Company and will make, not later than 48 hours from the conclusion of the AGM, a Consolidated Scrutinizer’s Report of the total votes cast in favour or against, if any, to the Chairman or a person authorized by him in writing, who shall countersign the same and declare the result of the voting forthwith. The Chairperson or a person authorised by him in writing will declare the result of voting forthwith.

25. The Scrutinizer’s decision on the validity of the vote shall be final and binding.

26. The Results shall be declared not later than 48 hours from the conclusion of the AGM of the Company and the resolutions will be deemed to be passed on the AGM date, i.e. September 30, 2015, subject to receipt of the requisite number of votes in favour of the Resolution(s).

27. The Results declared along with the Scrutinizer’s Report will be available on the website of the Company (www.bslimited.in) and on the website of the service provider (https://evoting.karvy.com) and will be communicated to the Stock Exchanges, where the Company`s Shares are listed, within 48 hours from the conclusion of the AGM.

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ITEM NO. 4:

Ms. Dimple Kaul has been appointed as an Additional Director of the Company with effect from August 29, 2015 by the Board of Directors of the Company. In terms of Section 161(1) of the Companies Act, 2013, Ms. Kaul holds office as an Additional Director upto the date of this Annual General Meeting. The Company has received a Notice in writing from a Member along with deposit of requisite amount under Section 160 of the Companies Act, 2013, proposing Ms. Dimple Kaul’s candidature for the office of Independent Director of the Company. In terms of Section 149, 152 and other applicable provisions of the Companies Act, 2013 read with Companies (Appointment and Qualification of Directors) Rules, 2014 (including any statutory modification(s) or re-enactment thereof for the time being in force) and Schedule IV of the Companies Act, 2013 and in compliance with the Listing Agreement as amended from time to time, Ms. Dimple Kaul is proposed to be appointed as an Independent Director for a term up to August 28, 2020, for a period of 5 years from the date of her appointment.

The Board of Directors of the Company is of the opinion that Ms. Dimple Kaul fulfills the conditions specified in the Companies Act, 2013 and Rules made thereunder for her appointment as an Independent Director of the Company and is independent of the management. Further, Ms. Kaul has given a Declaration to the Board of Directors to the effect that she meets the criteria of independence as provided in Section 149(6) of the Companies Act, 2013.

A Copy of the draft letter for appointment of Ms. Dimple Kaul as an Independent Director setting out the terms and conditions would be available for inspection at the Registered Office of the Company during normal business hours on all working days upto the date of Annual General Meeting.

The Board considers that her association would be of immense benefit to the Company and it is desirable to avail services of Ms. Dimple Kaul as an Independent Director. Accordingly, the Board recommends the

ANNEXURE TO THE NOTICEExplanatory Statement Pursuant to Section 102 of the Companies Act, 2013.

resolution in relation to appointment of Ms. Dimple Kaul as an Independent Director, for the approval by the Shareholders of the Company.

Other than Ms. Dimple Kaul, being Appointee, and her relatives, none of the Directors, Key Managerial Personnel or their relatives are concerned or interested, financial or otherwise, in the proposed Resolution(s) as set out in Item No. 4 of this Notice.

ITEM NO. 5:

The Board of Directors of the Company, vide its Circular Resolution dated June 04, 2015, has appointed Mr. Kamesh Yalamarty as an Additional Director in terms of Section 161 and other applicable provisions, if any, of the Companies Act, 2013 to hold office up to the date of the ensuing Annual General Meeting (AGM) of the Company. Consequently, Mr. Kamesh Yalamarty, at the Board Meeting held on August 12, 2015, has been appointed as Managing Director of the Company, subject to the approval of the Shareholders, for a period of Three (3) years commencing from August 12, 2015 as per the terms and conditions of appointment and at a Remuneration as recommended by the Nomination & Remuneration Committee and as specified in the Agreement entered into between the Company and Mr. Kamesh Yalamarty. Further, the Company has received a Notice from a Member proposing the Candidature of Mr. Kamesh Yalamarty for the office of Director of the Company.

The approval of the members is being sought to the terms, conditions and stipulations for the appointment of Mr. Kamesh Yalamarty as the Managing Director and the remuneration payable to him. The terms and conditions of Appointment proposed (fixed by the Board of Directors at its Meeting held on August 12, 2015) and the remuneration recommended by the Nomination & Remuneration Committee are keeping in line with the remuneration package that is necessary to continue to encourage good professional managers with a sound career record to important position such as that occupied by Mr. Kamesh Yalamarty.

During the term of his appointment as the Managing Director of the Company, Mr. Kamesh Yalamarty shall be entitled to the Remuneration, Benefits and Perquisites as set out herein below:

i) Salary : Basic Salary of ̀ 300,000/- (Rupees Three Lakhs only) Per Month with such Annual Increments as considered

by the Board of Directors of the Company from time to time.

ii) ESOP / ESPS : Mr. Kamesh Yalamarty is entitled to ESOP / ESPS as per the Company’s Policy and the Guidelines of SEBI or

other Concerned Agencies, at the rate of ` 36.00 Lakhs for every completed year of service. In the event

if the ESOP / ESPS scheme is not place in the Company for any reason whatsoever it might be, he shall be

entitled for a payment of ̀ 36.00 Lakhs per annum. The Vesting or payment of this benefit, as the case might

be, of this benefit, shall be on quarterly rests.

iii) Perquisites : Perquisites will be allowed in addition to Salary and restricted to an amount equal to Annual Salary.

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The perquisites are classified into Three Categories (A), (B) & (C) as follows:

CATEGORY (A) (1) HOUSING a) The expenditure by the Company on hiring

unfurnished accommodation for the Managing Director will be subject to ceiling of Fifty Percent of the Salary, over and above Ten Percent payable by the Managing Director.

b) In case the accommodation is owned by the Company, Ten percent of the Salary of the Managing Director shall be deducted by the Company.

c) In case no accommodation is provided by the Company, the Managing Director shall be entitled to House Rent Allowance at the rate of Fifty Percent of the Salary.

d) In any event the expenditure incurred by Managing Director for Gas, Electricity & Water shall be reimbursed at actuals, subject to a maximum of one Month’s Salary in any year.

Explanation: The expenditure incurred by the Company on Gas, Electricity, Water and furnishings shall be valued as per the Income – Tax Rules, 1962. This shall, however, be subject to a ceiling of Ten Per cent of the Salary of the Managing Director and shall not be reckoned as a part of perquisites as per (iii) above.

(2) MEDICAL REIMBURSEMENT Payment / Reimbursement of Medical Expenses

incurred for self and family subject to a ceiling of One Month’s Salary in a year or Three Months’ Salary over a period of Three Years. If Company provides any Group Medical Insurance Policy, the claim made (if any) shall be deducted from this benefit.

(3) LEAVE TRAVEL CONCESSION For self and family once in a year incurred in

accordance with the Rules of the Company, subject to a maximum of a Month’s Salary.

(4) CLUB FEES Fees of Clubs, subject to a maximum of Two Clubs

in India excluding admission and Life Membership Fees.

(5) PERSONAL ACCIDENT INSURANCE As per the Company’s Group Insurance Policy.

(6) INSURANCE COVERAGE The Company shall obtain Director’s Liability

Insurance Coverage in respect of any legal action that might be instituted against the Managing Director of the Company.

(7) OTHER ALLOWANCES: In addition to the above, the Managing Director shall

be entitled for Special Allowance, Annual Bonus split into Monthly & Annual components and any other Perquisites as may be decided by the Board from time to time.

CATEGORY (B)COMPANY’S CONTRIBUTION TO PROVIDENT FUND, SUPERANNUATION FUND AND GRATUITY.

i) All the above shall be as per the provisions of the respective Acts.

ii) Earned Leave: On full pay and allowance as per the Rules of the Company but not exceeding One Month’s leave for every Eleven Months of Service. Encashment of leave is permitted only at the end of the tenure & will not be included in the computation of the ceiling on perquisites.

iii) Gratuity: 15 days’ Salary for every completed year of Service.

CATEGORY (C) Provision of a luxury car with driver for use on Company’s Business, Mobile Phone, Internet/Data Connection and or any other communication facility at his residence shall be provided (or re-imbursed) and shall not be considered as perquisites. Personal long distance calls on Telephone and use of the car for private purposes, if any, shall be billed by the Company to the Managing Director. Three security personnel shall be provided at the residence of the Managing Director.

The Managing Director shall not be paid any sitting fees for attending the Meetings of the Board of Directors or Committee thereof.

In the event of cash loss in any financial year, the Managing Director shall be paid remuneration by way of salary, and the perquisites and other amenities as started above shall continue.

EXPLANATIONS1. The Company’s contribution to of provision for

provident fund, pension/ Super Annuation or annuity funds to the extent these either singly or put

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together are not taxable under the Income Tax Act and gratuity payable and encashment of leave at the end of the tenure as per the rules of the Company shall not be included in the computation of limits for the remuneration, which includes salary, perquisites and allowances.

2. The Company shall reimburse travelling, entertainment and other business promotion expenses actually and properly incurred by Mr. Kamesh Yalamarty in the course of the business of the Company in accordance with rules and regulations in force from time to time and as applicable to the top management cadre of the Company or as may be approved by the Board. Expenses relating to spouse accompanying on any official domestic or overseas trip or to other facilities, if any, shall be dealt with in accordance with the policies of the Company from time to time.

The draft Agreement between the Company and Mr. Kamesh Yalamarty is available for inspection by the Members at the Registered Office of the Company on any working day excluding Public Holidays, Saturdays and Sundays, between 2.00 P.M. to 5.00 P.M. upto the date of the Annual General Meeting.

The Board recommends the Resolution at Item No. 5 of the accompanying Notice for the Appointment of Mr. Kamesh Yalamarty as the Managing Director of the Company, for approval of Members.

Other than Mr. Kamesh Yalamarty, being Appointee and his relatives, none of the Directors, Key Managerial Personnel or their relatives are concerned or interested, financial or otherwise, in the proposed Resolution(s) as set out in Item No. 5 of this Notice.

ITEM NO. 6The Board of Directors of the Company, at its Meeting held on May 20, 2015, on the recommendation of the Audit Committee, had appointed M/s. Srinivas & Co., Cost Accountants (Firm Registration No. 000278), as the Cost Auditor for Audit of the Cost Accounting Records of the Company for the Financial Year ending March 31, 2016, at a Remuneration of ` 140,000/- as remuneration payable to them, for the Financial Year 2014-15.

In accordance with the provisions of Section 148(3) of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014 and Companies (Cost Records and Audit) Rules, 2014, (including any Statutory modification(s) or re-enactments thereof for the time being in force), the remuneration payable to the Cost

Auditor is required to be ratified by the Shareholders of the Company.

Accordingly, consent of the members is sought for approving the Ordinary Resolution as set out in Item No. 6 for ratification of remuneration payable to the Cost Auditor for conducting the Audit of the Cost Records of the Company for the Financial Year ending March 31, 2016.

The Board of Directors of the Company recommends the Ordinary Resolution, as set out in the Item No. 6 of the Notice, for ratification by the Shareholders of the Company.

None of the Directors and Key Managerial Personnel of the Company or their relatives are concerned or interested, financially of otherwise, in the proposed Ordinary Resolution as set out at Item No. 6 of the Notice, except to the extent of their shareholding, if any, in the Company.

ITEM NO. 7 to 9The Board of Directors of the Company, at its meeting held on May 20, 2015, has considered the proposal of Business expansion, through acquisition of Assets/ Business of the Seller Companies/Proposed Allottees as mentioned herein below, which are engaged in the business of manufacturing equipment which are required in the execution of the Company’s Projects. It was further proposed by the Board, that the said acquisition be made on Slump Sale basis as per the provisions of the Income Tax Act, 1961 wherein the Assets/Business of the Seller Companies/Proposed Allottees are acquired for a lump sum consideration without attributing values to the individual assets and liabilities and on a going concern basis.

As per the terms of the Business Transfer Agreements entered into with the Seller Companies/Proposed Allottees (details described herein under) for Acquisition of Assets/Business, the consideration for such acquisition has been arrived at ` 937 Crores (Rupees Nine Hundred and Thirty Seven Crores) and such consideration was agreed to be discharged by the Company by way of offer, issue and allotment of fully paid up Equity Shares on Preferential Issue in terms of Chapter VII of the SEBI (ICDR) Regulations.

It is proposed to issue 223,095,100 Equity Shares by the Company to the Seller Companies/Proposed Allottees [i.e determined by dividing the total issue size (being ` 937 Crores) by Issue Price determined in accordance with the SEBI (ICDR) Regulations, 2009 (being ` 42/- per Equity Share).

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The offer / issue / allotment would be subject to required regulatory approvals, including but not limited to the approval of Competition Commission of India (CCI), SEBI, etc., as may be required depending on the discretion of the Board to take decision on the matters and necessary disclosures will be made to the stock exchanges as may be required under the provisions of the Listing Agreement/ACT/SEBI.

Pursuant to the provisions of Section 62(1)(c) of Act and SEBI (ICDR) Regulations approval of the members is required for the proposed allotment of Equity Shares on a preferential basis to the Seller Companies. Accordingly, the consent of the members is being sought, pursuant to the applicable provisions of the Act read with Rules made thereunder including SEBI (ICDR) Regulations and in terms of the provisions of the Listing Agreement.

The proposed preferential issue is also subject to the approval of Competition Commission of India (“CCI”), Government of India, Securities and Exchange Board of India (SEBI) or any other regulatory authority, as may be necessary, without the need of any further approval from the Members, to undertake the preferential issue, in accordance with the provisions of Chapter VII of SEBI (ICDR) Regulations.

Further, considering the proposed issue of Fully-paid Equity Shares, the existing Authorised Share Capital of the Company is proposed to be increased from ` 500,000,000/- (Rupees Fifty Crores only) divided into 500,000,000 (Fifty Crore only) Equity Shares of ` 1/- (Rupee One) each to ` 1,000,000,000/- (Rupees One Hundred Crores only) divided into 1,000,000,000 (One Hundred Crore) Equity Shares of ` 1/- (Rupee One only) each. Further, the increased Authorised Share Capital will have to be reflected in the Memorandum of Association of the Company.

The proposed issue by way of Preferential Allotment is in accordance with the provisions of SEBI (ICDR) Regulations and other applicable regulations. In terms of the provisions of the Companies Act, 2013 read with Rule 13(2) of the Companies (Share Capital and Debentures) Rules, 2014 and the aforesaid SEBI (ICDR) Regulations, the relevant disclosures / details are given below:

Object of the Preferential Issue:The object of the proposed Issue and allotment of Equity Shares is to discharge the Consideration of ` 937 Crores payable for acquisition of Assets/Business of the Seller Companies/Proposed Allottees in accordance with the Business Transfer Agreements entered into by the Company with the Seller Companies/Proposed

Allottees. This issue and allotment of equity shares is for consideration other cash i.e., in consideration of the Assets/Business of the Seller Companies/Proposed Allottees.

Pricing of Preferential Issue:The price of equity shares to be issued shall be ` 42 per Equity Share (inclusive of ` 41/- per Share as Premium) or the Minimum Price determined as on the relevant date in accordance with Chapter VII of the SEBI (ICDR) Regulations, whichever is higher.

Basis on which the price has been arrived at:The Company is listed on both BSE Limited and National Stock Exchange of India Limited. For the purpose of computation of the price per Equity Share, the National Stock Exchange of India that has higher trading volume for the said period has been considered.

In terms of SEBI (ICDR) Regulations, 2009, the price per Equity Share to be issued is determined as follows:

a. Average of the weekly high and low of the Volume Weighted Average prices of the Equity Shares of the Company quoted on the Stock Exchange, during the Twenty Six weeks preceding the Relevant Date; or

b. Average of the weekly high and low of the Volume Weighted Average prices of the Equity Shares of the Company quoted on the Stock Exchange, during the Two weeks preceding the Relevant Date.

Accordingly, the price per Equity Shares, to be issued, is fixed at ̀ 42/- (being the Minimum fixed Price) which shall be higher than the price as computed under Regulation 76 of SEBI (ICDR) Regulations, 2009.

Since the Equity Shares of the Company have been listed on the Recognized Stock Exchanges for a period of more than 26 weeks prior to the Relevant Date, the Company is not required to re-compute the price per Equity Share to be issued and therefore, the Company is not required to submit the undertakings specified under Regulations 73 (1)(f) and (g) of the SEBI (ICDR) Regulations.

Relevant Date:The Relevant Date as per the SEBI (ICDR) Regulations for the determination of the price per Equity Share to be issued pursuant to the aforesaid Preferential Allotment is fixed as August 31, 2015, i.e. 30 days prior to the date of the Annual General Meeting (September 30, 2015) on which the approval of the Shareholders, with respect to the proposed Preferential Issue, is sought.

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Intention of Promoters / Directors / Key Managerial Personnel to subscribe to the Offer:None of the Promoters, Directors or Key Managerial Personnel intend to subscribe to the Proposed Issue.

Identity of Proposed Allottees, % of Post Preferential Issue Capital that may be held by them and Change in Control, if any, consequent to the Preferential Issue:

Name, Address & PAN of the Proposed Allottee

Category Pre-Issue Holding No. of Equity

Shares proposed

to be allotted

Post Issue Holding

No. of Shares (%) of Holding No. of Shares (%) of Holding

Agarwal Steel Structures

Private Limited

Address: 15-1-52/1, Feelkhana,

Hyderabad, Telangana 500012

PAN: AAGCA9807L

Body

Corporate

Nil 0.00 134,523,800 134,523,800 20.27

Durafast Automotive Private

Limited

Address: Plot No. 31, Block–E,

Autonagar, Visakhapatnam,

Andhra Pradesh 530012

PAN: AACCD2620C

Body

Corporate

Nil 0.00 21,428,500 21,428,500 3.23

NHS Metals Private Limited

Address: H.No. 13-1-67/9/9,

Glass Factory Road, Avanthi

Nagar, Moti Nagar, Hyderabad,

Telangana 500018

PAN: AAECN6489P

Body

Corporate

Nil 0.00 33,809,500 33,809,500 5.09

Rajesh Sandhi Infras and Metals

Private Limited

Address: H.No. 7-1-78/1/B,

3rd Floor, Dharam Karam

Road, Ameerpet, Hyderabad,

Telangana 500016

PAN: AAFCR9601J

Body

Corporate

Nil 0.00 33,333,300 33,333,300 5.02

Pre-issue & Post-issue Shareholding Pattern of the Company:

S.No Category Pre-Issue Holding Equity Shares proposed to be allotted

Post Issue Holding

No. of Shares % of Shareholding

No. of Shares % of Shareholding

1 Promoters

a. Indian 303,329,480 68.84 Nil 30,33,29,480 45.70

b. Foreign Nil Nil Nil Nil Nil

Total-A 303,329,480 68.84 Nil 30,33,29,480 45.70

2 Public Shareholding

a. NRIs/OCBs/FIIs

b. Govt./Banks/ FIs/Mutual Funds

General Public Shareholding

a. Bodies Corporate 76,449,808 17.35 223,095,100 299,544,908 45.13

b. Clearing members 223,418 0.05 Nil 223,418 0.03

c. Individuals 47,585,687 10.80 Nil 47,585,687 7.17

Total-B 137,302,360 31.16 223,095,100 360,397,460 54.30

Grand Total - A+B 440,631,840 100.00 223,095,100 663,726,940 100.00

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Proposed time within which the allotment shall be completed:

As required under the SEBI (ICDR) Regulations, the Company shall complete the allotment of Equity Shares as aforesaid on or before the expiry of 15 days from the date of passing of the special resolution by the Shareholders granting consent for Preferential Issue or in the event allotment of Equity Shares would require any approval(s) from any Regulatory Authority or the Central Government, within 15 days from the date of such approval(s), as the case may be.

No. of persons to whom allotment on Preferential Basis has already been made during the year, in terms of Number of Securities as well as Price:

The Company has not made any preferential allotments during the year, except for allotment of Shares pursuant to exercise of Employee Stock Options.

Change in control, if any, in the Company that would occur consequent to the preferential offer:

There shall be no change in Management or Control of the Company pursuant to the issue of the Equity Shares.

Lock in period:The Proposed Allotment of the Equity Shares shall be subject to a Lock-in as per the requirements of SEBI (ICDR) Regulations.

Auditors Certificate:It is proposed to obtain a Certificate from M/s. P. Murali & Co., Statutory Auditors of the Company, certifying that the issue of Equity Shares is being made in accordance with requirements of SEBI (ICDR) Regulations. This Certificate will be made available for inspection on any working day between 2.00 PM to 5.00 PM up to the date of Annual General Meeting of the Company.

Valuation for consideration other than cash:

It is proposed that the Consideration for the proposed Business Transfer shall be discharged by the issuance of 223,095,100 Equity Shares at a price of ` 42/- per Equity Share aggregating to ̀ 937 Crores. Independent Qualified Valuer M/s. Servel Krishna Engineers Pvt. Ltd. vide their Report dated March 07, 2015 has independently valued the acquired Business units. This Certificate will be made available for inspection on any working day between 2.00 PM to 5.00 PM up to the date of Annual General Meeting of the Company

Justification for the allotment proposed to be made for consideration other than cash together with the Valuation Report of the Registered Valuer:

The Shares being issued towards the Consideration payable for acquisition of Assets / Business on Slump Sale basis, as a going concern.

Details of Business Transfer Agreements

Name of the Proposed Allottee / Seller Company

Agarwal Steel Structures Private

Limited

Durafast Automotive Private Limited

NHS Metals Private Limited

Rajesh Sandhi Infras and Metals Private Limited

Date of BTA August 31, 2015 August 24, 2015 July 13, 2015 July 20, 2015Nature of Assets / Business

Design, Manufacture, Erection and Construction

of HV and EHV Transmission Lines

and Business of EPC.

Manufacture of Wide range of Precession Cold forged High

Tensile and hot dip Galvanized Fasteners and Automobile

Components of various grades of Carbon, Alloy and Stainless Steels for Automobiles and Engineering.

Procurement and Erection

of Railway Overhead

Electrification & Transmission Line

Products.

Procurement and Erection of Transmission Line Products and Steel Structural. Operates in

Power Transmission, Telecom & Water Sectors

across the length and breadth of the Country.

Value of Assets / Business 575.81 101.06 167.38 137.72Consideration proposed to be paid (in Crores)

565.00 90.00 142.00 140.00

No of Shares proposed to be issued in lieu of discharge of Consideration

134,523,800 21,428,500 33,809,500 33,333,300

Percentage of Pre-Issue holding in the Company

0.00 0.00 0.00 0.00

Percentage of Post-Issue holding in the Company

20.27 3.23 5.09 5.02

Other Important terms of BTA

Competition Commission of India

approval

Corporate Authorization Corporate Authorization

Corporate Authorization

Advantage / benefits arrived by acquiring the Business / Assets

Tower Manufacturing & Power EPC

Capacity Expansion

Vertical Integration Horizontal Integration

Power EPC Capacity Expansion

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The Board of Directors of the Company believe that the proposed Preferential Issue is in the best interest of the Company and its Members. The Board, therefore, recommends the Resolution(s) at Item Nos. 7 to 9 of the accompanying Notice for the approval of Members.

None of the Directors and Key Managerial Personnel of the Company or their relatives are concerned or interested, financially of otherwise, in the proposed Special Resolution as set out at Item No. 9 of the Notice, except to the extent of their Shareholding, if any, in the Company.

ITEM NO. 10:The Company requires adequate capital to meet the needs of growing business. While it is expected that the internal generation of funds would partially finance the need for capital and debt raising would be another source of funds, it is thought prudent for the Company to have enabling approvals to raise a part of the funding requirements for the said purposes as well as for such other corporate purposes as may be permitted under applicable laws through the issue of appropriate Securities as defined in the Resolution, in Indian or International Markets.

The fund raising may be through a mix of Equity / Equity-linked Instruments, as may be appropriate. Members’ approval is sought for the issue of Securities linked to or Convertible into Equity Shares or Depository Receipts of the Company. The Listing Agreement executed by the Company with the Stock Exchanges also provides that the Company shall, in the first instance, offer all Securities for subscription pro-rata to the Shareholders unless the Shareholders in a General Meeting decide otherwise. Members’ approval is sought for issuing any such instrument as the Company may deem appropriate to parties other than the existing Shareholders. Whilst no specific instrument has been identified at this stage, in the event the Company issues any Equity linked Instrument, the Equity Shares, if any, allotted on issue, Conversion of Securities shall rank in all respects pari-passu with the existing Equity Shares of the Company.

The Company may also opt for issue of Securities through Qualified Institutional Placement. A Qualified Institutional Placement (QIP) of the Shares of the Company would be less time consuming and more economical than other modes of raising capital.

Accordingly, the Company may issue Securities by way of a QIP in terms of Chapter VIII of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009 (‘SEBI Regulations’). These Securities will be allotted only to Qualified Institutional Buyers (QIBs) as per the SEBI Regulations and there will be no issue to Retail Individual Investors and existing Retail Shareholders. The resolution proposed is an enabling resolution and the exact price, proportion and timing of the issue of the Securities will be decided by the Board based on an analysis of the specific requirements after consulting all concerned. Therefore the proposal seeks to confer upon the Board the absolute discretion to determine the terms of issue in consultation with the Lead Managers to the Issue.

As per Chapter VIII of the SEBI Regulations, an issue of Securities on QIP basis shall be made at a price not less than the Average of the weekly high and low of the closing prices of the related Shares quoted on the Stock Exchange during the Two weeks preceding the “Relevant Date.”

As the pricing of the offer cannot be decided except at a later stage, it is not possible to state the price of Shares to be issued. However, the same would be in accordance with the provisions of the SEBI (ICDR) Regulations, 2009, as amended from time to time, the Companies Act, 2013, or any other guidelines / regulations / consents as may be applicable or required. In case of issue of Convertible Bonds and / or Equity Shares through Depository Receipts the price will be determined on the basis of the Current Market Price and other relevant guidelines.

The “Relevant Date” for the above purpose, shall be -

i) In case of allotment of Equity Shares, the date of Meeting in which the Board decides to open the Proposed Issue;

ii) In case of allotment of eligible Convertible Securities, either the date of the Meeting in which the Board decides to open the issue of such Convertible Securities or the date on which the holders of such Convertible Securities become entitled to apply for the Equity Shares, as may be determined by the Board.

The Stock Exchange for the same purpose is the BSE Limited / The National Stock Exchange of India Limited.

At the Annual General Meeting of the Company held on September 19, 2013 the Shareholders had approved issue of Securities for an aggregate sum up to US $ 100 Million (approximately ` 600 Crores at the extant exchange rate as on that date). However, Shareholders’ Resolution for QIP issuance is valid for a period of 12 Months from the date of passing of the Resolution. Accordingly, the Shareholders’ approval is sought for the same. In case of QIP Issuance the Special Resolution has a validity period of 12 months before which allotments under the authority of said resolution should be completed.

The Board of Directors of the Company believe that the proposed fund raising is in the best interest of the Company and its Members. The Board of Directors, therefore, recommends the resolutions for your approval.

None of the Directors and Key Managerial Personnel of the Company or their relatives are concerned or interested, financially of otherwise, in the proposed Special Resolution as set out at Item No. 10 of the Notice, except to the extent of their Shareholding, if any, in the Company.

By Order of BoardFor BS Limited

Sd/-(Rajesh Agarwal)

Chairman & Managing DirectorDate : August 31, 2015Place : Hyderabad

17

ADDITIONAL INFORMATION ON DIRECTORS SEEKING APPOINTMENT / RE-APPOINTMENT (PURSUANT TO CLAUSE 49 (VIII) (E) OF THE LISTING AGREEMENT)

The brief profiles along with other details of the Independent Directors are as follows:

Name of the Director Arun Dogra

Director Identification Number 06933098

Date of joining the Board August 14, 2014

Profile of the Director Mr. Arun Dogra is a Chartered Accountant by Profession with 30+

years of work experience in the areas of Finance and Accounts and

has considerable expertise in Corporate & Institutional Taxation.

He was associated with M/s. Bharat Overseas Constructions

during 1986 to 1988 as Finance Manager. Thereafter, he joined

M/s. Continental Construction Pvt. Ltd, as Senior Chartered

Accountant in 1988. Subsequently, in 1998, he joined as Partner

of M/s. Manmohan Singh & Co., Chartered Accountants Firm,

New Delhi.

No. of Shares held in the Company Nil

Directorships and Committee Memberships in other Companies* M/s. Raichur Sholapur Transmission Company Private Limited

M/s. Skywater India Private Limited

Name of the Director Dimple Kaul

Director Identification Number 07274506

Date of joining the Board August 29, 2015

Profile of the Director Ms. Dimple Kaul has done Masters in Business Administration from Institute of Business Management & Administration, Pune University and has also done Ph.D., from School of Business Management, NMIMS University-Mumbai. She was associated with various reputed Institutions as a Faculty for assigned subjects (Marketing Management, Principles and Practices of Management, Consumer Behavior, Computer Basics) to MBA, BBA, BBS and BIT Students and had also worked as an Operations and Human Resource Head with a few reputed Companies in Mumbai where she has been Instrumental in charting a roadmap for a range of Human Resource functions encompassing Manpower Planning, Recruitment, Training and Development, Rewards and Recognition programs and Employee Relations.

An experienced and resilient professional with more than 15 years of work experience in Academia and Corporate sector. Completed doctoral research in Customer Experience in lifestyle retail. Her Industry experience includes working in sectors like Consumer Electronics, ITES and Education. Research publications in Consumer Services and Retailing.

No. of Shares held in the Company Nil

Directorships and Committee Memberships in other Companies* None

18

Name of the Director Kamesh Yalamarty

Director Identification Number 02208678

Date of joining the Board June 04, 2015

Profile of the Director Mr. Kamesh Yalamarty is a Post Graduate in Law, Administration

and is a Fellow in Management. He is having about 35 Years of

rich experience in the Power & Power Cable Industry, holding

Key Management Positions throughout his Career. He was the

Director of Indian Plastic Manufacturers Association and had

held various positions in Confederation of Indian Industry (CII),

including Southern Region (CM-SR), Hyderabad Chapter and as a

Member of National Council of CII.

He is the recipient of Udyog Ratan Award from the Institute of

Economic Studies and Navaratna Udyog Shree Award instituted

by CITD, from the President of India. He believes in sharing

knowledge by active association in teaching to Senior Managers

in Engineering Staff College of India and Administrative Staff

College of India, as a Guest Faculty, apart from enjoying the

privilege of visiting numerous Management Development

Institutions in India and abroad as a Visiting Faculty

No. of Shares held in the Company Nil

Directorships and Committee Memberships in other Companies* M/s. Gem Cables and Conductors Ltd.

* Directorships and Committee memberships in BS Limited and Foreign Companies are not included in the aforesaid disclosure.

PROXY FORM[Pursuant to Section 105(6) of the Companies act, 2013 and Rule 19(3) of the

Companies (Management and Administration) Rules, 2014]

CIN : L27109AP2004PLC042375

Name of the Company : BS Limited

Registered Office : 8-2-269/10, #504, 5th Floor, Trendset Towers, Road No. 2, Banjara Hills, Hyderabad - 500 034, Telangana, India.

Name of the Member (s) :

Registered Address :

E-mail Id :

Folio No/ Client Id :

DP ID :

I/ We being the member(s) of ................................................................ Shares of the above named Company hereby appoint:

1. Name : .........................................................................................................................................................

Address : .........................................................................................................................................................

.........................................................................................................................................................

E-mail Id : .........................................................................................................................................................

Signature : .............................................................................................................................. or failing him

2. Name : .........................................................................................................................................................

Address : .........................................................................................................................................................

.........................................................................................................................................................

E-mail Id : .........................................................................................................................................................

Signature : ............................................................................................................................. or failing him

3. Name : .........................................................................................................................................................

Address : .........................................................................................................................................................

.........................................................................................................................................................

E-mail Id : .........................................................................................................................................................

Signature : .........................................................................................................................................................

as my/our proxy to attend and vote (on a poll) for me/us and on my/our behalf at the 11th Annual General Meeting of the Company, to be held on Wednesday the 30th day of September 2015 at 11.00 A.M. at Occasions, Hotel Best Western Jubilee Ridge, # 38 & 39, Kavuri Hills, Road No. 36, Jubilee Hills, Hyderabad – 500036, Telangana, and at any adjournment thereof in respect of such resolutions as are indicated below:

S.No Resolutions For Against

Ordinary Business

1. Adoption of Audited Financial Statements for the year ended March 31, 2015

2. Re-Appointment of Mr. Arun Dogra, who retires by rotation

3. Appointment of M/s. P. Murali & Co., Chartered Accountants, as Statutory Auditors for the

Financial Year 2015-16

Special Business

4. Appointment of Ms. Dimple Kaul as Non-Executive and Independent Director of the Company.

5. Appointment of Mr. Kamesh Yalamarty as Managing Director of the Company.

6. Ratification of Remuneration of Cost Auditors of the Company.

7. Increase in Authorized Share Capital of the Company.

8. Alteration of Memorandum of Association of the Company.

9. Issue of Equity Shares of the Company under Non-Promoters Category on Preferential basis.

10. Raising of Funds through Issue of Equity Shares / Equity Linked Instruments, Debentures or any

Other Securities.

Signed this ........................................................................... day of ........................ 2015

Signature of the Member ................................................................................................

Signature of Proxy holder(s) ...........................................................................................

Note: This form of proxy in order to be effective should be duly completed and deposited at the Registered Office of the Company,

not less than 48 hours before the commencement of the Meeting.

BS LIMITED (CIN: L27109AP2004PLC042375)

Regd. Office: 8-2-269/10, #504, 5th Floor, Trendset Towers, Road No.2, Banjara Hills, Hyderabad 500 034. Telangana, India.

ATTENDANCE SLIPEleventh Annual General Meeting - September 30, 2015

DP ID : .............................................................................................................

FOLIO NO. / CLIENT ID .............................................................................

I / We hereby record my / our presence at the Eleventh Annual General Meeting of the Company at Occasions, Hotel Best Western Jubilee Ridge, # 38 & 39, Kavuri Hills, Road No. 36, Jubilee Hills, Hyderabad - 500036 at 11.00 A.M. on Wednesday, the 30th day of September, 2015 and at any adjournment(s) thereof.

........................................................................................Full name of Member / Proxy in Block Letters

........................................................................................Signature of the Member / Proxy

Note: Please fill up this attendance slip and hand it over at the entrance of the meeting hall. Your entry to the Meeting will be regulated by this attendance slip.

FORM NO. SH-13Nomination Form

[Pursuant to Section 72 of the Companies Act, 2013 and Rule 19(1) of the Companies (Share Capital and Debentures) Rules 2014]

To,

BS LIMITED

8-2-269/10, #504, 5th Floor,

Trendset Towers, Road No. 2,

Banjara Hills, Hyderabad - 500 034.

I / We ................................................................................................................................. the holder(s) of the securities particulars of which are given hereunder wish to make nomination and do hereby nominate the following persons in whom shall vest, all the rights in respect of such securities in the event of my / our death.

(1) PARTICULARS OF THE SECURITIES (in respect of which nomination is being made)

Nature of Securities Folio. No No. of Securities Certificate No. Distinctive No.

(2) PARTICULARS OF NOMINEE/S —

(a) Name: ......................................................................................................................................................................................................

(b) Date of Birth: ..........................................................................................................................................................................................

(c) Father’s/Mother’s/Spouse’s name: .................................................................................................................................................

(d) Occupation: ...........................................................................................................................................................................................

(e) Nationality: .............................................................................................................................................................................................

(f) Address: ...................................................................................................................................................................................................

(g) E-mail id: .................................................................................................................................................................................................

(h) Relationship with the security holder: ..........................................................................................................................................

(3) IN CASE NOMINEE IS A MINOR—

(a) Date of birth: ..........................................................................................................................................................................................

(b) Date of attaining majority: ................................................................................................................................................................

(c) Name of guardian: ...............................................................................................................................................................................

(d) Address of guardian: ............................................................................................................................................................................

Name: ..........................................................................................................................................................................................................................

Address:.......................................................................................................................................................................................................................

Name of the Security Holder(s): .........................................................................................................................................................................

Signature: ...................................................................................................................................................................................................................

Witness with Name and Address: .......................................................................................................................................................................

FORWARD-LOOKING STATEMENTSIn this Annual Report, we have disclosed forward-looking information to enable investors to comprehend our prospects and take investment decisions. This report and other statements - written and oral – that we periodically make contain forward-looking statements that set out anticipated results based on the management’s plans and assumptions. We have tried wherever possible to identify such statements by using words such as ‘anticipate’, ‘estimate’, ‘expects’, ‘intends’, ‘plans’, ‘believes’, and words of similar substance in connection with any discussion of future performance. We cannot guarantee that these forward-looking statements will be realised, although we believe we have been prudent in assumptions. The achievements of results are subject to risks, uncertainties, and even inaccurate assumptions. Should any known or unknown risks or uncertainties materialise, or should underlying assumptions prove inaccurate, actual results could vary materially from those anticipated, estimated, or projected. Readers should keep this in mind. We undertake no obligation to publicly update any forward-looking statements, whether as a result of new information, future events or otherwise.

CONTENTS

Eleventh Annual General Meeting

Day : September 30, 2015, Wednesday

Time : 11.00 A.M.

Venue : Occasions, Best Western Jubilee Ridge, #38&39, Road no. 36 Jubilee Hills, Hyderabad - 500036

For more details visit: www.bslimited.in

Corporate Overview

01-09

BS Limited at a glance 02

Financial Highlights 03

Chairman’s Communiqué 04

Our Strengths 05

Looking forward to ‘Make in India’ 06

Equipped to ‘Make in India’ 08

10-63Statutory ReportsDirectors’ Report 10

Management Discussion and Analysis 38

Report on Corporate Governance 47

64-115

Financial StatementsStandalone Financial Statements 65

Consolidated Financial Statements 91

This was designed to build best-in-class manufacturing

infrastructure in India, which would drive economic

development. At BS Limited, we are focusing on

manufacturing domestically to contribute towards

nation-building through improving infrastructure,

generating employment and leading to enhancement

of quality of life.

India needs to upgrade its transmission and distribution

capacities to raise its per capita power consumption,

which is significantly low at present. We are aware of

the supply and demand dynamics of the electricity

market and the urgent need to reach power to every

business unit and household to support production

and consumption at large. We are also aware of the

importance of the country shifting to use of electric

locomotive from diesel power. Thus, we realise the

potential opportunity before us and are acting upon it.

During FY 2014-15, the Government of India rolled out its most ambitious initiative

IndiaMake in

WE AIM TO BECOME A GLOBALLY COMPETITIVE PLAYER, KEEPING OUR BASE IN INDIA.

BS LIMITED

Annual Report 2014-152

BS LIMITED AT A GLANCEBS Limited is a leading integrated services provider in the Power Transmission and Distribution (T&D) sector. We started our journey 11 years ago in 2004 and are headquartered in Hyderabad. We have a diversified portfolio mix of EPC in transmission and distribution, tower manufacturing, turnkey services and BOOM projects in the power sector. We are also foraying into renewable energy and railway electrification.

Mission

Listing Information

ValueVision

Our vision is to become a preferred global infrastructure company most admired for its performance, people and partnerships.

Making in India

Headquartered at Hyderabad with 8 regional offices and pan-India project offices

Team of 500-800 skilled professionals

Single-Largest Tower Manufacturing unit in India with 240,000 MT p.a. capacity

Structural Steel Mill with capacity of 120,000 MT p.a

Houses state-of-the-art technology and machinery

Wide execution capabilities ranging from 11kV to 1200kV transmission lines and 33kV to 400kV substation projects

Our mission is to be a performance-driven company working with the best talent and forging strong partnerships that creates sustainable value for all our stakeholders including the society.

Listed on BSE and NSE

Market capitalisation stood at ` 1,134 Crores as on March 31, 2015

Promoters hold 67.83% stake in the Company

Our core values are accountability, customer centricity, team work, integrity, ownership and growth.

Key Clientele

Power Grid Corporation Of India (PGCIL)

Madhya Pradesh Power Transmission Company (MPPTCL)

Andhra Pradesh Transco (AP TRANSCO)

Rajasthan Rajya Vidyut Prasaran Nigam (RRVPNL)

NCC

Larsen & Toubro (L&T)

State utility boards, such as of Telangana and Chhattisgarh

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3Annual Report 2014-15

FINANCIAL HIGHLIGHTS BS Limited is committed to improving productivity of operations and rising scale of execution. Revenues came in at ` 2,682.3 Crores and Operating Profit rose 24.66% during the year. This is an example of the Company’s focus on efficient project management practices leading to optimum resource utilisation, thus minimising costs. Our Profit After Tax has increased steadily for the past seven years, alongside increasing Net Worth and Earnings.

Revenues

5-year CAGR 25.16%

(` in crores)

873

1,2

84

2,3

27 2,6

82

10-11 11-12 13-14 14-15

1,9

93

12-13

15.2

6%

ris

e y-

o-y

EBITDA

5-year CAGR 18.99%

(` in crores)

124

10-11

151

11-12

20

1

12-13

23

7

13-14

29

5

14-15

24.6

% r

ise

y-o

-y

Profit After Tax

5-year CAGR 8.03%

(` in crores)

51

10-11

58

11-12

64

12-13

70

13-14

75

14-15

6.8

2%

ris

e y-

o-y

Earnings Per Share

5-year CAGR 7.89%

(`)

1.17

10-11

1.3

4

11-12

1.4

5

12-13

1.6

0

13-14

6.8

8%

ris

e y-

o-y

Net Worth

5-year CAGR 13.40%

(` in crores)

314

10-11

379

11-12

44

0

12-13

511

13-14 14-15

5891.

71

15.2

7% r

ise

y-o

-y

BS Limited at a Glance | Financial Highlights

BS LIMITED

Annual Report 2014-154

CHAIRMAN’S COMMUNIQUÉ

Dear Shareholders, It has been another stellar year for us at BS Limited and I am happy to present to you, your Company’s performance highlights for the financial year 2014-15.

The year ushered in significant optimism after the new Government was formed at the Centre. Among the Government’s several proactive initiatives, Make in India is the most significant, which aims to revive India’s industrial and manufacturing sector and subsequently, the country’s economy.

Currently a service sector driven economy, India is gradually tipping its balance towards the manufacturing sector. Consequently, the manufacturing sector is expected to reach US$ 1 trillion in valuations by 2025. The sector’s contribution to GDP, presently at 16%, is also anticipated to rise to 25-30%.

In this backdrop, BS Limited firmly believes that electricity is the biggest catalyst for economic growth and

improving quality of life. Over the past year, we embarked upon an integrated programme to ensure optimal leveraging of opportunities to create value and contribute towards nation-building.

We successfully commissioned the 765 kV Raichur-Sholapur project, which was instrumental in the success of the country’s One Nation–One Grid–One Frequency mission and are partners in accomplishing one of the largest operating synchronous grids in the world. The project would generate Annuity Revenue for the Company over a period of 35 years. BS Limited is also executing the prestigious 1200 kV Ultra-High Voltage transmission line from Wardha to Aurangabad.

During the year, we invested time and resources in development of an ‘Emergency Restoration System’ for immediate restoration of collapsed transmission lines due to natural calamities. Development efforts are underway for a mobile substation too, to complement our ERT sector efforts.

We forayed into the Middle East and North Africa (MENA) region and set up a subsidiary named BS Limited FZE at the Dubai Airport Free Zone in United Arab Emirates. The subsidiary has generated United Arab Emirates Dirham (AED) 71.48 million revenues in its first year of operation.

Keeping pace with consistent financial performance, your Company has reported healthy growth in 2014-15 with 15.26% increase in revenue over the last year to ` 2,682.3 Crores, recording a 5-year CAGR of 25.16%. Operating Profit came in at` 295.3 Crores, a 5-year CAGR of 18.99%.

We recently announced a major acquisition of operative assets from four companies which will benefit us by enhancing our tower manufacturing capacity and EPC execution capability. We are vertically and horizontally diversifying to benefit from economy of scale and are foraying into railway electrification. Indian Railways plans to add 25,000 km of new lines by 2020, which augurs well for us.

Going ahead, we are confident about achieving the pole position among the transmission line providers in the country. We see demand for T&D lines only going up as the power generated at the plants need quick evacuation and dispatch through transmission lines. We will continue participating in tenders and partnering the Government in nation-building.

I would like to thank our stakeholders for their contributions to the Company’s success. The Company’s consistent good performance continues to reflect the determination of my colleagues in taking operations to a new level. In the years to come, we wish to emerge as a frontrunner in the transmission line segment and return value to our stakeholders.

Best wishes,

Rajesh Agarwal Chairman & Managing Director

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5Annual Report 2014-15

OUR STRENGTHS

INTELLECTUAL CAPITALAn efficient taskforce plays a vital role in taking a Company forward. Our Company is backed by a well-balanced Board with a professional management team across all business segments, ensuring transparency and efficiency in decision making. Good hiring practices ensure proper talent acquisition and exploration.

LEAN ASSET MODELThe Company maintains a lean asset model – procuring only core and scarce equipment and renting non-core equipment machinery. Identifying the optimum blend of modern and traditional assets gives the Company cost advantages.

MATERIAL SECURITYThe vertically integrated business model provides raw-material security. Also, the Company creates pre-bid tie ups for key commodities for efficient procurement and lasting relationships with vendors.

FINANCIAL STABILITYThe Company has consistently showed strong performance, reporting stable margins over the years. Factors such as high Promoter Holding, low Debt-to-Equity and high Return on Equity and Return on Capital Employed enable the Company to gain stakeholder confidence.

UNMATCHED EXECUTION CAPABILITIESArmed with technical knowledge and execution experience in the power T&D segment, the Company has superior capabilities to execute complex and large projects, EPC and Turnkey, across different geographies. This includes successfully building and commissioning transmission lines in inhospitable terrains and climates. This ability gives the Company an edge over peers.

WIDE OFFERING AND ORDER BOOKThe Company has a large portfolio for transmission lines (technical specifications as well as capacity-wise) and project execution models, viz. EPC, Turnkey, BOOM and BOOT. This wide spectrum allows the Company to service wider client needs and hence build a healthier order book.

QUALITY CONSCIOUSNESS The Company prioritises Quality in execution and delivery. The Company is certified for Quality, Environment and Occupational Health & Safety. On the production end, BS Limited follows a strict no-compromise policy with quality of the products and has advanced machinery for quality testing and strict audits for quality assurance.

Chairman’s Communiqué | Our Strengths

BS LIMITED

Annual Report 2014-156

BS LIMITED

Annual Report 2014-156

To ensure 24x7 power supply under the Power for All initiative, utilities need to strengthen transmission grids and distribution infrastructure and improve billing and collection systems. -World Bank

Looking forwardto ‘Make in India’

7Annual Report 2014-15 7Annual Report 2014-15

REALITY Despite being a US$ 2 trillion economy with strong power generation capability, India’s per capita power consumption is significantly low compared with other countries. In order to support the high growth aspirations, the country needs to upgrade its transmission and distribution capabilities at a faster rate than increasing generation capacities. The Government is in tune and is laying emphasis on T&D with significant investments planned over the coming years. This opens up huge prospect for power T&D players like us.

Meanwhile, Indian Railways plans to add 25,000 km of new lines by 2020. The Railway Budget 2015 announced an investment of ` 137 billion for modernisation and capacity building in next five years. This poses as another avenue for us with focus on route electrification. At BS Limited, we not just track opportunities, but have been preparing ourselves to capture this increasing potential.

STRATEGY Identifying this opportunity, we set out graduating to a higher league of T&D players. We recently announced a plan to acquire synergetic and operative assets from four companies on May 20, 2015, aimed at expediting growth through inorganic expansion.

This will enable us to become an end-to-end service provider in the power T&D sector - one of the largest integrated players in the country. Synergies thus acquired, will significantly add to bidding capability, provide sustainable operational and financial benefits and facilitate scaling up the value chain. Besides, the acquisition will support our expansion into railway electrification – another high growth-potential sector.

Thus, we are prepared to capture and harness every opportunity in the power T&D sector, with superior capacities and capabilities.

Substation Project Under Execution

Substation Project Under Execution

Make in India

BS LIMITED

Annual Report 2014-158

BS LIMITED

Annual Report 2014-158

REALITY The Government announced that the Indian power sector has an investment potential of ` 15 trillion (US$ 237.35 billion) in the next 4-5 years. And, it has promised to tender out power transmission projects worth ` 1 trillion in a year. This opportunity can be best leveraged by making in India.

Factors like relaxed tax and duty framework, active framing of policies, simplified procedures for FDIs, institutions for providing technical education to the workforce in engineering and construction equipment sector– all make India the prospective global business hub.

Rural Electricity Infrastructure & Household Electrification (RGGVY)

Restructured Accelerated Power Development and Reforms Programme (R-APDRP)

2000 km of Transmission Lines

43 Substation Projects

Connecting 2300 villages with the National Grid

Electrifying more than 100,000 homes

EPC / TURNKEY SERVICES

At BS Limited, we are equipped and ready to capitalise the identified scope.

STRATEGY We have realigned our outlook with that of the nation. We follow an integrated approach to diversification. Today, we are vertically and horizontally integrated, driving core competence.

We have in-house material processing centers – tower manufacturing and galvanizing units in Hyderabad, and a structural steel mill. This enables independent control over raw materials and execution timelines

by cutting possibilities of supply constraints. Subsequently, it supports horizontal expansion into new business segments across geographies. Our portfolio mix encompasses transmission and distribution, tower manufacturing, turnkey services, BOOM and BOOT projects in the power sector. Foraying into BOOM projects in 2010, we bagged our maiden project in association with two other industry players for establishing the 765 kV transmission system from Raichur to Sholapur, the link that completed establishment of the Single-Frequency Synchronous National Grid. Besides, we also entered into the trading business,

Key Projects

Rural Electrification Projects

On-going Projects

The Raichur - Sholapur line completed the ‘One-Nation-One-Grid’ Mission, creating an All India Single-Frequency Synchronous National Grid

Executing 1,200 kV UHV transmission line between Wardha and Aurangabad, the first and the largest in the world of such high capacity

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9Annual Report 2014-15 9Annual Report 2014-15

Design & Development

Sourcing & Supply

Steel Re-bars for Foundations

Manufacturing of Transmission Line Towers

Erection & Stringing

Earthing Systems

Testing

Commissioning

Equipped to ‘Make in India’

According to the Govern-ment, the country will be power surplus by 2019, and several measures are underway to achieve the goal.

Services

realising the potential of mineral resources such as steel and coal. We are continuously looking for value chain expansion opportunities that will allow enhanced scale, capability, expertise and effective cost control.

We have identified and strengthened every business aspect that will enable us to accelerate growth, alongside contributing to the nation’s prosperity.

Make in India

BS LIMITED

Annual Report 2014-1510

DIRECTORS’ REPORT

To the Members,

Your Directors have the pleasure of presenting their report on the business and operations of the Company and Audited Financial Statement of Accounts for the year ended March 31, 2015.

FINANCIAL RESULTS

(` in Crores)

ParticularsStandalone Consolidated

2014-15 2013-14 2014-15 2013-14

Total Income 1,910.50 1,776.65 2,682.30 2,327.14

Gross Profit 604.96 655.52 639.07 669.26

Profit Before Interest,

Depreciation & Tax

280.89 227.59 295.30 236.89

Less:

Interest & Financial Charges 133.73 107.15 141.21 107.42

Depreciation 44.92 28.70 48.13 28.87

Prior Year Adjustment/ Amortization 0.00 0.00 0.00 0.00

Profit Before Tax 105.90 96.11 113.18 105.11

Less: Provision for Taxation 37.31 33.44 37.99 34.73

Profit After Tax 68.58 62.67 75.19 70.37

Earnings Per Share 1.56 1.43 1.71 1.60

PERFORMANCE REVIEWDespite challenging macro-economy and competitive landscape, the Company has performed remarkably well during the Financial Year 2014-15.

Consolidated Sales scaled up by 15.26% over the previous year, Profit before Interest, Depreciation and Tax (EBITDA) went up by 24.66% and Profit After Tax was higher by 6.82%.

The Company continues to operate in Multiple Segments, i.e., Engineering, Procurement and Construction and Trading Business. There has been no change in the nature of business of the Company.

The Standalone and Consolidated Performance of the Company for the year under review are as under:

Standalone Total Revenue for Fiscal 2015 stood at ` 1,910.50 Crores against

` 1,776.65 Crores for Fiscal 2014, showing an 8% increase.

EBIDTA increased by 23% from ` 227.59 Crores in Fiscal 2014 to ` 280.89 Crores in Fiscal 2015.

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Profit After Tax witnessed a growth of 9.43% from ` 62.67 Crores in Fiscal 2014 to ` 68.58 Crores in Fiscal 2015.

Consolidated Consolidated Total Revenue of the Company for

Fiscal 2015 stood at ` 2,682.30 Crores against ` 2,327.14 Crores for Fiscal 2014, showing a 15.26% increase.

Consolidated EBIDTA increased by 24.66% from ` 236.89 Crores in Fiscal 2014 to ` 295.30 Crores in Fiscal 2015.

Consolidated Profit After Tax has also increased from ` 70.37 Crores in Fiscal 2014 to ` 75.19 Crores in Fiscal 2015, showing an increase of 6.82%.

DIVIDENDKeeping in view the Business Acquisition by the Company, your Directors have not recommended any Final Dividend for the Financial Year 2014-15.

BUSINESS ACQUISITIONThe Board of Directors of the Company, at its Meeting dated May 20, 2015, has evaluated the potential of inorganic growth to augment business expansion of the Company and has approved a strategic business plan to acquire Assets of four companies, namely, Agarwal Steel Structures India Private Limited, Rajesh Sandhi Infras & Metals Private Limited, NHS Metals Private Limited and Durafast Automotive Private Limited, that complements its principal business. In this regard, the Board has identified assets with desired capabilities, product portfolio and pipeline and has decided to acquire the same for a Lump Sum Consideration of ` 937 Crores. The Consideration will be discharged through Preferential Allotment of Equity Shares of the Company.

The proposed acquisition is expected to benefit the Company through Sustainable, Operational and Financial Synergies, improve Bidding Strength, Facilitate Expansion into Railway Electrification under EPC, eliminate dependency on Business Critical Component Vendors and Strengthen the Foothold of the Company in the Industry. The acquisition has been undertaken through a Business Transfer Agreement (BTA) entered into by the Company with the Four Companies as

aforesaid. The Company is in the process of obtaining necessary approvals from the Regulatory to complete the transaction.

For the purpose of discharging the Consideration as stated, the Board of Directors of the Company has approved a proposal to issue and allot upto 223,095,100 Equity Shares of Face Value ` 1/- each at price as determined under Regulation 76 of SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2009, as amended (“SEBI ICDR Regulations”), subject to necessary permissions, sanctions, approvals and applicable SEBI Regulations and other provisions of law and which is subject to approval of the Members of the Company.

SHARE CAPITALDuring the year under review, the Company has issued 807,980 Equity Shares (including 403,990 Bonus Equity Shares) of ` 1/- each, up on Exercise of Options by the Grantees under the Employee Stock Option Plan 2011. The outstanding Issued, Subscribed and Paid-up Equity Share Capital of the Company as on March 31, 2015 was ` 439,825,700/- divided into 439,825,700 Equity Shares of ` 1/- each, fully paid-up.

Further, in view of the proposed Preferential Issue for discharging the Consideration for Acquisition of Assets, the Authorized Share Capital of the Company is proposed to be increased from ` 50 Crores (Rupees Fifty Crores only) divided into 500,000,000 Equity Shares of ` 1/- each to ` 100 Crores (Rupees One Hundred Crores only) divided into 1,000,000,000 Equity Shares of ` 1/- each.

SUBSIDIARIES / JOINT VENTURES / ASSOCIATE COMPANIESPursuant to Section 129(3) of the Companies Act, 2013 and Accounting Standard 21 issued by the Institute of Chartered Accountants of India, the Consolidated Financial Statements presented by the Company include the Financial Statements of its Subsidiaries.

Further, a Separate Statement containing salient features of Financial Statements of Subsidiaries of your Company, in the prescribed Form AOC-1, forms part of Consolidated Financial Statements, in compliance with Section 129 of the Companies Act, 2013 (Act) read with Rule 5 of the Companies (Accounts) Rules, 2014.

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The Financial Statements of the Subsidiary Companies and related information are available for inspection by the Members at the Registered Office of your Company during business hours on all days except Saturdays, Sundays and Public Holidays up to the date of the Annual General Meeting (AGM) as required under Section 136 of the Companies Act, 2013. The Financial Statements including the Consolidated Financial Statements, Financial Statements of Subsidiaries and all other documents required to be attached to this Report have been uploaded on the website of the Company (www.bslimited.in).

REPORT ON THE PERFORMANCE AND FINANCIAL POSITION OF SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE COMPANIESPursuant to Section 134 of the Companies Act, 2013 and Rule 8(1) of the Companies (Accounts) Rules, 2014, the details on the Performance and Financial Position of Subsidiaries, Associates and Joint Venture Companies included in the Consolidated Financial Statements are as under:

M/s. BS Global Resources Private Limited, SingaporeM/s. BS Global Resources Private Limited (“BSGRPL”) was incorporated in 2011 as a Wholly Owned Subsidiary of the Company. Headquartered in Singapore, BSGRPL is engaged in the business of Trading of Coal, Nickel, Copper Cathode and Minerals such as Iron Ore, and is a one-point sourcing firm for Trading and Supply of Mineral Resources and Agro Products.

The Entity has lasting partnerships with major Coal Mines and Suppliers, Credible Buyers and Sellers of Mineral Resources and has an Economical Pricing Strategy with Long-Term Focus that lends it competitive advantage. It seeks to become a significant player in the International Minerals Trading Markets. Led by experienced management, BSGRPL, within four years of operations, has achieved Revenues above US$ 104 Million.

The Financial Performance of the said Subsidiary for the Financial Year ended March 31, 2015 has been decent with a Turnover of ` 640.60 Crores and a Profit before Tax and Profit after Tax of ̀ 6.41 Crores and ̀ 5.60 Crores, respectively.

M/s. BS Limited FZE, DubaiM/s. BS Limited FZE has been incorporated as a Wholly-Owned Subsidiary in compliance with the laws and regulations of Dubai Airport Free Zone Authority and has received the Certificate of Incorporation from Dubai Airport Free Zone Authority on March 06, 2014.

The Principal activities of the said Subsidiary consist of Trading in Power Transmission Materials & Coal and Providing Related Engineering Services.

The Subsidiary’s performance for FY 2014-15 was outstanding with a Revenue of ` 118.79 Crores (AED 71,477,941) and a Gross Margin of 1.89%. It earned a Net Profit of ` 1.27 Crores (AED 762,211) for the Financial Year ended March 31, 2015.

M/s. Raichur Sholapur Transmission Company Private LimitedM/s. Raichur Sholapur Transmission Company Private Limited (“RSTCPL) (formerly known as M/s. Raichur Sholapur Transmission Company Limited) has been incorporated as a Special Purpose Vehicle (“SPV”) Company, in Joint Venture with M/s. Patel Engineering Limited and M/s. Simplex Infrastructures Limited. The revenues in the said BOOM project is on sharing basis and the same is spread over a period of 35 years.

As on March 31, 2015, your Company holds 26,664,000 Equity Shares (33.33%) aggregating to ̀ 266,640,000/- of the Total Paid-up Share Capital of RSTCPL.

During the year under review, the status of the said Company has been changed pursuant to conversion from Public to Private Company with effect from December 12, 2014, consequent upon the receipt of approval from Registrar of Companies, Maharashtra.

The said Company successfully started commercial operations during the year and has achieved a Turnover of ̀ 26.40 Crores from Transmission Service, ̀ 0.11 Crores from Sale of Scrap and ` 0.49 Crores as other income by way of Interest for the year under review. The Company incurred a Loss of ` 0.75 Crores for the Financial Year ended March 31, 2015.

Information in this respect can also be referred in form AOC-1 which has been disclosed in the Consolidated Financial Statements.

CONSOLIDATED FINANCIAL STATEMENTSThe Consolidated Financial Statements of your Company for the Financial Year 2014-15, have been prepared in compliance with applicable provisions of the Companies Act, 2013 and Rules prescribed thereunder, Accounting Standards and applicable Clauses of the Listing Agreement as prescribed by the Securities and Exchange Board of India (SEBI). The Consolidated Financial Statements have been prepared on the basis of Audited

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Financial Statements of the Company, its Subsidiary and Associate Companies, as approved by their respective Board of Directors.

BUSINESS REVIEW AND FUTURE OUTLOOKA detailed business review and future outlook is given in the Management Discussion and Analysis and Corporate Governance Report which form part of the Annual Report.

CREDIT RATINGDuring the year under review, the Company has sustained the Credit Rating of ‘CARE BBB’ (Triple B) assigned by CARE, to its Long-Term Bank facilities. Further, the Rating of ‘CARE A3+’ (A Three Plus) assigned to the Short-Term Bank facilities of your Company has also been reaffirmed.

HUMAN RESOURCE MANAGEMENTThe Human Resource (“HR”) function has over the years developed capabilities and set up a scalable Recruitment and Human Resource Management process which enables us to attract and retain higher caliber employees. Employee relations continued to be peaceful and productive during the year.

EMPLOYEE STOCK OPTION PLANCurrently, your Company has been granting Stock Options to the Employees under Employee Stock Option Plan 2011 (“ESOP 2011”) which was initiated pursuant to the approval of the Shareholders at the Annual General Meeting held on September 30, 2011.

The applicable Disclosures with respect to the Employee Stock Option Plan 2011 as required by the Securities and Exchange Board of India Regulations / Guidelines, as amended, are appended as Annexure - 1 and form part of this Report.

BOARD OF DIRECTORS During the year under review, Mr. Rakesh Agarwal, Jt. Managing Director and Mr. Mukesh Agarwal, Whole-Time Director, have resigned from the Board with effect from May 30, 2014. Dr. Subrata Kumar De had resigned as Non-Executive Independent Director, with effect from September 02, 2014, owing to increased personal pre-occupations.. The Board places on record its appreciation for their valuable contribution during their tenure with the Company.

The Board of Directors of the Company has appointed Mr. Arun Dogra, a Qualified Chartered Accountant, as a Whole-Time Director, designated as Chief Financial Officer of the Company with effect from August 14,

2014. The said appointment has been approved by the Shareholders at the Annual General Meeting held on September 30, 2014.

Pursuant to Sections 149, 152 and other applicable provisions, if any, of the Companies Act, 2013, One-third of the Directors as are liable to retire by rotation, shall retire every year and, if eligible, offer themselves for re-appointment at every AGM. Accordingly, Mr. Arun Dogra retires by rotation at the ensuing Annual General Meeting of the Company, and being eligible, offers himself for re-appointment.

The Board of Directors, vide its Circular Resolution dated June 04, 2015, appointed Mr. Kamesh Yalamarty as Additional Director of the Company to hold Office up to the ensuing Annual General Meeting of the Company. Further, the Board has, at its Meeting held on August 12, 2015, appointed Mr. Kamesh as Managing Director of the Company subject to the approval of the Shareholders at the ensuing Annual General Meeting of the Company. The Board considers that the appointment of Mr. Kamesh Yalamarty would be of immense benefit to the Company. The Company has received requisite notice in writing from a member proposing Mr. Kamesh Yalamarty for appointment as the Director of the Company.

The Board of Directors, at its Meeting held on August 12, 2015, had, pursuant to the recommendations of Nomination and Remuneration Committee, considered and shortlisted the profile of Ms. Dimple Kaul, to be appointed as Additional Director, in the category of Non-Executive Independent Director, in terms of Section 149(1) of the Companies Act, 2013 read with Rules prescribed thereunder. However, since Ms. Dimple Kaul was not holding the Director Identification Number (DIN) as on the said date, the Board advised that she shall be appointed subsequent to her obtaining of DIN from the Registrar of Companies and accordingly the item relating to her appointment as Independent Director be placed before the Members at the Annual General Meeting for approval.

The brief resume of the Directors proposed to be appointed and / or re-appointed and other relevant information have been furnished in the Explanatory Statement to the Notice of the ensuing AGM. The Directors recommend the Resolutions for the aforesaid appointment / re-appointment for approval of the Members at the ensuing AGM.

DECLARATION OF INDEPENDENCEYour Company has received Declarations from the Independent Directors confirming that they meet

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the criteria of Independence as prescribed under the provisions of Companies Act, 2013 read with the Schedules and Rules issued thereunder as well as Clause 49 of the Listing Agreement.

Pursuant to the provisions under Section 134(3)(d) of the Companies Act, 2013, with respect to Statement on Declaration given by Independent Directors under Section 149(6) of the Act, the Board hereby confirms that all the Independent Directors of the Company have given a declaration and have confirmed that they meet the criteria of independence as provided in the said Section 149(6).

SEPARATE MEETING OF INDEPENDENT DIRECTORS:During the year under review, the Independent Directors had, in accordance with the provisions of Schedule IV (Code for Independent Directors) of the Companies Act, 2013 and Clause 49 of the Listing Agreement, met separately without the presence of Non-Independent Directors and the Members of Management and discussed and reviewed, inter-alia, the performance of Non-Independent Directors viz., Mr. Rajesh Agarwal, Chairman and Managing Director and Mr. Arun Dogra, Whole Time Director and the Board as a whole after taking into consideration the views of Executive and Non-Executive Directors.

They also assessed the quality, quantity and timeliness of flow of information between the Company’s Management and the Board that are necessary for the Board to effectively and reasonably perform its duties. All the Independent Directors were present at the Meeting.

FAMILIARIZATION PROGRAMMEAs per requirements under the Listing Agreement, the Company has put in place a structured induction and Familiarization Programme for all its Directors. The Company, through such programmes, familiarizes not only the Independent Directors but also any new appointee to the Board, with a brief background of the Company, individual Roles, Rights and Responsibilities in the Company, Management Structure, nature of the Industry in which the Company operates, Business Model, Operations of the Company, Internal Control Systems, Functioning of Various Divisions, HR Management, CSR Activities, etc. They are also informed about important Policies of the Company including the Code of Conduct for Board Members and Senior Management Personnel and the Code of Conduct to Regulate, Monitor and Report Trading by Insiders, etc. The Managing Director, Company Secretary, Business Heads and other Senior Officials of the Company make presentations to the

Board Members on a periodical basis, briefing them on the operations of the Company, Strategy, Risks, new initiatives, etc.

The Familiarization Programme for Independent Directors in terms of provisions of Clause 49 of the Listing Agreement is uploaded on the website of the Company at www.bslimited.in.

KEY MANAGERIAL PERSONNELThe Key Managerial Personnel of the Company in accordance with the provisions of Sections 2(51), 203 of the Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, are as under:

Mr. Rajesh Agarwal Chairman & Managing Director

Mr. Kamesh Yalamarty* Managing Director

Mr. Arun Dogra Whole Time Director designated as CFO

Ms. Alka Kumari Company Secretary & Compliance Officer

* Appointed with effect from August 12, 2015

Apart from the changes as mentioned under the “Board of Directors” Section, there were no changes in the Office of Key Managerial Personnel during the year under review.

POLICY ON DIRECTORS APPOINTMENT AND REMUNERATIONIn accordance with Section 178 and other applicable provisions if any, of the Companies Act, 2013 read with the Rules issued thereunder and Clause 49 of the Listing Agreement, the Board of Directors at their Meeting held on February 14, 2015 formulated the Nomination and Remuneration Policy on the recommendations of the Nomination and Remuneration Committee. The salient aspects covered in the Nomination and Remuneration Policy, covering the Policy on Appointment and Remuneration of Directors, KMP and other employees and other matters have been outlined in `Annexure - 2’ which forms part of this Report.

PARTICULARS OF REMUNERATION OF DIRECTORS / KMP / EMPLOYEESIn terms of the provisions of Section 197(12) of the Companies Act, 2013 read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement showing the names and other particulars of the employees drawing Remuneration in excess of the limits set out in the said Rules is attached as ‘Annexure - 3A’ which forms part of this Report.

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Disclosures pertaining to Remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is attached as ‘Annexure - 3B’ which forms part of this Report.

NUMBER OF MEETINGS OF THE BOARDDuring the year under review, 5 (Five) Board Meetings were held with gap between Meetings not exceeding the period prescribed under the Companies Act. Details of Board and Committee Meetings held during the year are set out in the Corporate Governance Report which forms part of this Report.

The dates of the Board Meetings are finalized in consultation with the Directors, and Agenda Papers backed by comprehensive notes and background information are circulated well in advance of the Meeting, thereby enabling the Board to take informed decisions.

PERFORMANCE EVALUATION OF THE BOARD, ITS COMMITTEES AND INDIVIDUAL DIRECTORSIn terms of Section 134 of the Act 2013 and the Corporate Governance requirements as prescribed under Clause 49 of the Listing Agreement, the Board reviewed and evaluated its own performance from the perspectives of Company Performance, Strategy and Implementation, Risk Management, Corporate ethics, based on the evaluation criteria laid down by the Nomination & Remuneration Committee.

The Board discussed and assessed its own composition, size, mix of skills and experience, its Meeting Sequence, Effectiveness of Discussion, Decision Making, Follow-up Action, Quality of Information and the Performance and Reporting by the Committees, viz., Audit Committee, Nomination and Remuneration Committee (NRC), Stakeholders Relationship Committee (SRC) and Corporate Social Responsibility Committee (CSR).

Management endeavors to have a diverse Board representing a range of experience at policy-making levels in business and in areas that are relevant to the Company’s global activities, and the Board, upon evaluation, concluded that it is well balanced.

The performance of Individual Directors including all Independent Directors assessed against a range of criteria such as contribution to the Development of Business Strategy and Performance of the Company, understanding the major risks affecting the Company, clear direction to the Management and Contribution to the Board cohesion. The Performance Evaluation has

been done by the entire Board of Directors, except the Director concerned being evaluated. The Board noted that all Directors have understood the Opportunities and Risks to the Company’s Strategy and are supportive of the direction articulated by the Management Team towards consistent improvement.

The Board also noted that Corporate Responsibility, Ethics and Compliance are taken seriously, and there is balance between the core values of the Company and interests of Stakeholders. The Board is satisfied with the Company’s Performance viz., New Projects, Operations, Finance Management, International Business, Employee Relations and Compliance with Statutory / Regulatory requirements and finally concluded that the Board operates effectively and is closely aligned to the culture of the business.

The Performance of each Committee was evaluated by the Board by seeking inputs from its Members on the basis of the criteria such as matters assessed against terms of reference, time spent by the Committees in considering matters, quality of information received, work of each Committee, overall effectiveness and decision making and compliance with the Corporate Governance requirements, and concluded that all the Committees continued to function effectively, with full participation by all its Members and the Members of Executive Management of the Company.

The Board reviewed each Committee’s terms of reference to ensure that the Company’s existing practices remain appropriate. Recommendations from each Committee are considered and approved by the Board prior to implementation.

DIRECTORS’ RESPONSIBILITY STATEMENTPursuant to the provisions under Section 134(5) of the Companies Act, 2013, with respect to Directors’ Responsibility Statement, the Directors confirm:

a. That in the preparation of Annual Accounts, the applicable Accounting Standards have been followed and no material departures have been made from the same;

b. That they 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 and Loss of the Company for that period;

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c. That they have 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. That they have prepared the Annual Accounts on a Going Concern Basis;

e. That they have laid down Internal Financial Controls to be followed by the Company and that such Internal Financial Controls are adequate and operating effectively; and

f. That they have 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. P. Murali & Co., Chartered Accountants, Statutory Auditors of the Company, will retire at the conclusion of the ensuing AGM and, being eligible, has consented and offered itself for re-appointment as Statutory Auditors for the Financial Year 2015-16. Your Company has received written consent and a Certificate from the Auditors stating that they satisfy the criteria provided under Section 141 of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014 and that their re-appointment, if made, shall be in accordance with the applicable provisions of the Companies Act, 2013 and Rules issued thereunder that they are not disqualified for such re-appointment under the provisions of applicable laws and also that there is no proceeding against them or any of their partners pending with respect to professional matter of conduct.

As required under Clause 49 of the Listing Agreement, The Auditors have, vide their letter dated May 19, 2015, also confirmed that they have subjected themselves to the peer review process of Institute of Chartered Accountants of India (ICAI) and hold a valid Certificate issued by the Peer Review Board of the ICAI.

The Audit Committee and the Board of Directors recommend the re-appointment of M/s. P. Murali & Co., Chartered Accountants, as the Auditors of your Company for the Financial Year 2015-16 till the conclusion of the next AGM.

There are no observations (including any qualification, reservation, adverse remark or disclaimer) of the Auditors in their Audit Report, for the Financial Year 2014-15, that may call for any explanation from the Directors. Further,

the notes to accounts referred to in the Auditor’s Report are self-explanatory.

COST AUDITORSThe Board of Directors had appointed M/s. Srinivas & Co., Cost Accountants, as the Cost Auditor for the Financial Year 2014-15 to conduct the Audit of the Cost Records of your Company.

As per Section 148 and other applicable provisions, if any, of the Companies Act, 2013 read with Companies (Audit and Auditors) Rules, 2014, the Board of Directors has, on the recommendations made by the Audit Committee, re-appointed M/s. Srinivas & Co., Cost Accountants (Firm Registration No. 00278), as the Cost Auditor for the Financial Year 2015-16 for conducting the Cost Audit in respect of the business of the Company.

Your Company has received consent from M/s. Srinivas & Co., Cost Accountants, to act as the Cost Auditor for the Financial Year 2015-16 along with a Certificate confirming their independence. The remuneration proposed to be paid to the Cost Auditors, subject to the ratification, in terms of Section 148(3) of Companies Act, 2013, by the members at the ensuing Annual General Meeting, would be ` 140,000/- (Rupees One Lakh Forty Thousand only) excluding out of pocket expenses, if any.

The Cost Audit Report for the Financial Year 2013-14, issued by M/s. Srinivas & Co., Cost Auditors, in respect of the various products prescribed under Cost Audit Rules, was filed with the Ministry of Corporate Affairs (MCA) on September 27, 2014. The due date for filing the said Report with MCA was September 27, 2014.

The Cost Audit Report for the Financial Year 2014-15, in respect of the various products prescribed under relevant Cost Audit Rules shall be filed as per the requirements of applicable laws.

SECRETARIAL AUDITORSPursuant to the provisions of Section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, Mr. Y. Koteswara Rao, Practicing Company Secretary, was appointed as Secretarial Auditor of the Company for the Financial Year 2014-15. The Secretarial Audit Report submitted by him in the prescribed Form MR-3 is attached as ‘Annexure - 4’ and forms part of this Report.

There are no qualifications or observations or other remarks of the Secretarial Auditor in the Report issued

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by him for the Financial Year 2014-15 which call for any explanation from the Board of Directors.

EXTRACT OF ANNUAL RETURNThe details forming part of the Extract of the Annual Return in Form MGT-9 in accordance with Section 92(3) of the Companies Act, 2013 read with the Companies (Management and Administration) Rules, 2014, are set out herewith as “Annexure - 5” to this Report.

RELATED PARTY TRANSACTIONSDuring the Financial Year 2014-15, your Company entered into transactions with Related Parties as defined under Section 2(76) of the Companies Act, 2013 read with Companies (Specification of Definitions Details) Rules, 2014, which were in the ordinary course of business, on arm’s length basis and in accordance with the provisions of the Companies Act, 2013 read with Rules issued thereunder and Clause 49 of the Listing Agreement.

During the year under review, there were no transactions with Related Parties which qualify as material transactions under the Listing Agreement.

The details of the Related Party Transactions as required under Accounting Standard - 18 are set out in Note No. 36 to the Standalone Financial Statements forming part of this Annual Report.

The Form AOC- 2 pursuant to Section 134(3)(h) of the Companies Act, 2013 read with Rule 8(2) of the Companies (Accounts) Rules, 2014 is set out as ‘Annexure – 6’ to this Report.

LOANS AND INVESTMENTSDetails of Loans, Guarantees and Investments under Section 186 of the Companies Act, 2013 read with the Companies (Meetings of Board and its Powers) Rules, 2014 are as follows:

A. Details of Investments made by the Company as on March 31, 2015 (including Investments made in the previous years):

(` in Crores)

S. No. Name of the Entity Nature of Entity Amount

1. BS Global Resources Private Limited (Singapore) Wholly-Owned Subsidiary 26.55

2. BS Limited FZE Wholly-Owned Subsidiary 0.65

3. Raichur Sholapur Transmission Company Pvt. Ltd. SPV / JV Company 26.66

Total 53.86

B. Details of Loans given by the Company are as follows:

(` in Crores)

S. No. Name of the Entity Nature of Entity Amount

1. BS Global Resources Private Limited (Singapore) Wholly-Owned Subsidiary 19.83

Total 19.83

C. Details of Guarantees issued by your Company in accordance with Section 186 of the Companies Act, 2013 read with the Rules issued thereunder:

S. No. Name of the Entity On Behalf of Amount

(US$)

Amount

(` in Crores)

1. UCO Bank BS Global Resources Private Limited 5,000,000 31.27

2. Habib Bank Limited BS Global Resources Private Limited 3,000,000 18.76

Total 8,000,000 50.02

RISK MANAGEMENTRisk is an integral part of business and your Company is committed to managing risks in a proactive and efficient manner. Your Company periodically assesses risks in the internal and external environment along with the cost of treating risks, and incorporates risk treatment plans in its strategy, business and operational plans.

Your Company, through its Risk Management process, strives to contain impact and likelihood of the risks within the risk appetite as agreed from time to time with the Board of Directors. As per the requirements of Clause 49 of the Listing Agreement, your Company has constituted a Risk Management Committee to oversee the risk management efforts in the Company under the Chairmanship of

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Mr. Rajesh Agarwal, Chairman & Managing Director of the Company. The details of the Committee along with its charter are set out in the Corporate Governance Report forming part of this Report.

There are no risks which in the opinion of the Board threaten the existence of your Company. However, some of the risks which may pose challenges are set out in the Management Discussion and Analysis which forms part of this Report.

VIGIL MECHANISMYour Company is committed to highest standards of ethical, moral and legal business conduct. Accordingly, the Board of Directors has formulated a Whistle Blower Policy which is in compliance with the provisions of Section 177(10) of the Companies Act, 2013 and Clause 49 of the Listing Agreement. The Policy provides for a framework and process whereby concerns can be raised by its employees against any kind of discrimination, harassment, victimization or any other unfair practice being adopted against them. More details on the Vigil Mechanism and the Whistle Blower Policy of your Company have been outlined in the Corporate Governance Report which forms part of this Report.

CORPORATE SOCIAL RESPONSIBILITYThe Board of Directors has, at its Meeting held on February 14, 2015, approved the Corporate Social Responsibility (CSR) Policy for your Company pursuant to the provisions of Section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014, and incorporating recommendations of the CSR Committee. The CSR Policy outlines the CSR vision of your Company based on embedded tenets of trust, fairness and care.

The Annual Report on CSR activities in accordance with the Companies (Corporate Social Responsibility Policy) Rules, 2014, is set out herewith as ‘Annexure – 7’ to this Report.

CORPORATE GOVERNANCEYour Directors adhere to the requirements set out in Clause 49 of the Listing Agreement with the Stock Exchanges. A separate section on Corporate Governance is attached and forms part of the Annual Report. The Chairman & Managing Director’s Declaration regarding the compliance of Code of Conduct and Ethics for Board Members and Senior Management Personnel forms part of Report on Corporate Governance. The requisite Certificate from the Statutory Auditors of the Company confirming Compliance to the conditions of Corporate

Governance as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges is attached to the Report on Corporate Governance.

MANAGEMENT DISCUSSION AND ANALYSISAs stipulated under Clause 49 of the Listing Agreement with Stock Exchanges, the Management Discussion and Analysis forms an integral part of this Report and gives detail of the overall Industry Structure, Performance and State of Affairs of the Company’s various businesses, Internal Controls and their adequacy, Risk Management Systems and other material developments during the Financial Year.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013Your Company has always believed in providing a safe workplace for every individual through various interventions and practices. The Company endeavors to create and provide an environment that is free from discrimination and harassment including sexual harassment.

A Policy on Prevention of Sexual Harassment at Workplace was released during the Previous Financial Year. The Policy aims at prevention of harassment of employees and lays down the guidelines for identification, reporting and prevention of undesired behavior. A Five Member Internal Complaints Committee (ICC) was set up from the Senior Management with women employees constituting a majority.

The ICC is responsible for redressing complaints related to Sexual Harassment and follows the guidelines provided in the Policy. The ICC has not received any complaints pertaining to Sexual Harassment during the year ended March 31, 2015.

LISTING ON STOCK EXCHANGESThe Equity Shares of your Company continue to remain listed on the BSE Limited (BSE) and the National Stock Exchange of India Limited (NSE). The Annual Listing Fee for the Financial Year 2015-16 has been duly paid within the stipulated time to both the Stock Exchanges.

PUBLIC DEPOSITSDuring the Financial Year 2014-15, your Company has not accepted any Deposit within the meaning of Sections 73 and 74 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014 and any re-enactments thereof.

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TRANSFER TO RESERVESYour Company has not transferred any amount to the General Reserves for the Financial Year 2014-15.

PARTICULARS REGARDING CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGOThe particulars relating to Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and outgo as required to be disclosed under Section 134 of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014, is set out herewith as ‘Annexure – 8’ and forms part of this Report.

SIGNIFICANT / MATERIAL ORDERS PASSED BY THE REGULATORSThere are no significant / material orders passed against the Company by the Regulators, Courts or Tribunals which impact the Going Concern Status of your Company and its operations in future.

ACKNOWLEDGEMENTSYour Directors wish to place on record their gratitude to the Shareholders, Customers, Vendors, Bankers, Financials Institutions, Government Authorities, Contractors, Joint Venture Partners and all other Stakeholders for their continued support and valuable assistance and co-operation to the Company. Your Directors take this opportunity to commend the continued commitment and dedication of employees at all levels and look forward to valuable sustained support and encouragement.

For and on behalf of the Board of Directors

Sd/- (Rajesh Agarwal)

Chairman & Managing DirectorPlace : HyderabadDate : August 12, 2015

Annexure – 1 to the Directors’ ReportDisclosure regarding the Employee Stock Option Plan 2011 of the Company.

The details as required to be disclosed with regard to the Employee Stock Option Plan 2011 of the Company as on March 31, 2015 are given below.

ESOP 2011 came into effect on September 30, 2011 and is valid up to September 29, 2016, or such other date as may be decided by the Board of Directors. The ESOP 2011 is implemented by the Board of Directors and/or the Nomination and Remuneration Committee. Unless otherwise specified, the vested options are to be exercised prior to the expiry of 24 months from the date of vesting.

The following table sets forth the particulars of the Options granted under ESOP 2011 as on March 31, 2015:

Particulars Tranche I Tranche II

Total Options available for Grant as authorized by Plan 10,939,330

Options granted 4,872,070 2,165,000

The Pricing Formula Price determined by the Nomination and

Remuneration Committee but not less than the

Fair Market Value of a Share on the date of grant

Date of Grant November 12, 2011 September 29, 2012

Exercise Price of Options (in `) 10.995* 20.425*

Options Vested 2,465,590 2,165,000

Options Exercised 1,126,250 -

Total No. of Shares arising as a result of Exercise of Options 1,126,250 -

Options forfeited/ lapsed 2,255,060 2,165,000

Variation in terms of Options - -

Money realized upon Exercise of Options (in `) 12,383,118.75 -

Total No. of Options in force 1,490,760

Employee-wise Details of Options granted to: 2,421,090 2,165,000

BS LIMITED

Annual Report 2014-1520

Particulars Tranche I Tranche II

a) Senior Managerial Personnel (List enclosed)

b) Any other employee who received a grant in any one year of Options

amounting to 5% or more of the Options granted during that year

- -

c) Identified employees who are granted Options, during any one year equal to

or exceeding 1% of the issued capital (excluding outstanding warrants and

conversions) of the Company at the time of grant

- -

Diluted EPS on issue of Shares on Exercise calculated in accordance with AS 20 ` 1.56 ` 1.56

Method of Valuation of Options Fair Value Method

* The Number of Options have been multiplied by 10 (Ten) subsequent to the Split of Face Value of Shares of the Company from ` 10/- to ` 1/-.

Name of Senior Managerial

Person

Designation No. of Options

Granted

No. of Options

Exercised

No. of Options

Outstanding

Plan

C. Chandrasekhar Head-Corporate

Planning & Telecom

664,910 - 664,910 ESOP 2011 Tranche I

R. K. Dubey CEO – Power 569,920 - 569,920 ESOP 2011 Tranche I

Devendra Singh Chauhan* Vice President 322,960 74,500 248,460 ESOP 2011 Tranche I

P. Somayajulu* Vice President 246,970 123,480 123,490 ESOP 2011 Tranche I

Sreedhar Bharatam President 172,660 43,170 129,490 ESOP 2011 Tranche I

Vinod Sharma Vice President 113,980 - 113,980 ESOP 2011 Tranche I

Ritesh Tawry Deputy General Manager 113,980 39,910 74,070 ESOP 2011 Tranche I

Swadesh Kumar Kesarwani GM - Corporate Planning 51,070 17,890 33,180 ESOP 2011 Tranche I

G. Madhusudhan Rao Asst. Vice President 164,640 82,320 82,320 ESOP 2011 Tranche I

Sanjay Kumar Sultania* Chief Strategy Officer 2,165,000 - 2,165,000 ESOP 2011 Tranche II

* Resigned from the Company and the Corresponding Options have lapsed.

Annexure – 2 to the Directors’ Report

NOMINATION AND REMUNERATION POLICY The Nomination and Remuneration Committee of Directors (NRC) reviews the Composition of the Board, to ensure that there is an appropriate mix of abilities, experience and diversity to serve the interests of all Shareholders and the Company.

The Nomination and Remuneration Policy governs the terms of Nomination / Appointment and Remuneration of (i) Directors, (ii) Key Managerial Personnel (KMPs) and (iii) Senior Management Personnel (SMPs) of the Company. The process of appointing a Director / KMPs / SMPs is, that when a vacancy arises, or is expected, the NRC will identify, ascertain the integrity, qualification, appropriate expertise and experience, having regard to the skills that the candidate will bring to the Board / Company, and the balance of skills added to that of which the existing Members hold.

The NRC will review the profile of persons and the most suitable person is either recommended for appointment by the Board or is recommended to Shareholders for

their election. The NRC has discretion to decide whether qualification, expertise and experience possessed by a person are sufficient / satisfactory for the concerned position.

NRC will ensure that any person(s) who is / are appointed or continues in the employment of the Company as its Executive Chairman, Managing Director, Whole Time Director shall comply with the conditions as laid out under Part I of Schedule V to the Act 2013.

NRC will ensure that any appointment of a person as an Independent Director of the Company will be made in accordance with the provisions of Section 149 read with Schedule IV of the Act 2013 along with any other applicable provisions and Clause 49 of the Listing Agreement.

The Criteria for Performance Evaluation, Disclosures on the Remuneration of Directors, and Criteria of making payments to Non-Executive Directors have been disclosed as part of Corporate Governance Report attached herewith. A copy of the aforesaid Nomination and Remuneration Policy is uploaded on the Company’s website www.bslimited.in

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21Annual Report 2014-15

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Employed partly during the year and in receipt of Remuneration of ` 500,000/- and above per month:

S.No Employee Name Designation Nature of

Employment

Qualification &

Exp

(Years)

Joining

Date

Age Previous

Employment

Gross

Remuneration

(`)

% of Equity

Shares

held

Whether

Relative of

Director

1 -NA- -NA- -NA- -NA- -NA- -NA- -NA- -NA- -NA- -NA-

Notes:1. Gross Remuneration shown above is subject to tax and comprises Salary including Arrears, Allowances, Rent, Medical Reimbursements, Leave

Travel Benefits, Leave Encashment, Provident Fund, Superannuation Fund & Gratuity under LIC scheme in terms of actual expenditure incurred by the Company.

2. All appointments are contractual in nature.

3. None of the employees mentioned above are related to any Director of the Company.

4. None of the employees mentioned above holds by himself / herself or along with his / her spouse and dependent children, 2% or more of the Equity Shares of the Company.

Annexure – 3B to the Directors’ Report

DETAILS UNDER SECTION 197(12) OF THE COMPANIES ACT, 2013 READ WITH RULE 5(1) OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014.

S. No Particulars

1 The ratio of the remuneration of each Director to

the Median Remuneration of the employees of

the Company for the Financial Year

1. Rajesh Agarwal, Chairman & Managing Director

2. Arun Dogra, Whole-Time Director

20.83

4.34

2 The percentage increase in Remuneration of each Director, Chief Financial Officer, Chief Executive Officer, Company Secretary or Manager, if any, in the Financial Year

1. Rajesh Agarwal, Chairman & Managing Director

2. Arun Dogra, Whole-Time Director

3. Alka Kumari, Company Secretary

-

20.00

53.37

3 The percentage increase in the Median

remuneration of employees in the Financial Year

48.20

Annexure – 3A to the Directors’ Report

STATEMENT OF PARTICULARS OF EMPLOYEES PURSUANT TO THE PROVISIONS OF SECTION 197(12) OF THE COMPANIES ACT, 2013 READ WITH RULE 5(2) & (3) OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014 FOR THE YEAR ENDED MARCH 31, 2015.

Employed throughout the year and in receipt of Remuneration of ` 6,000,000/- and above:

S.No Employee Name Designation Nature of

Employment

Qualification &

Exp

(Years)

Joining

Date

Age Previous

Employment

Gross

Remuneration

(`)

% of Equity

Shares

held

Whether

Relative of

Director

1 C Chandrasekhar Head Corp.

Planning & lecom

Full Time MSc / MBA;

26 Years

Nov 01,

2010

53 WTTIL

(VOIM)

7,000,000 Nil No

2 R. K. Dubey Business Head

Power Division

Full Time BE Electronics

& Tele-

communications/

MBA; 20 Years

Jul 28,

2011

44 Vihan

Enterprises

Pvt. Ltd

6,000,000 Nil No

3 Munish Sehgal Head – Group

Corporate

Affairs

Full Time B.Com, PG in

International

Business;

25 Years

Nov 26,

2012

47 Adani

Enterprises

Limited

6,000,000 Nil No

BS LIMITED

Annual Report 2014-1522

4 The Number of Permanent Employees on the

rolls of Company

412

5 The explanation on the relationship between

average increase in remuneration and Company

performance

The Average increase is based on the objectives of Remuneration Policy

of the Company that is designed to attract, motivate and retain the

employees who are the drivers of organization’s success and helps the

Company to retain its industry competitiveness. Pay mix is designed to

reflect the performance and is aligned to the long-term interests of the

Shareholders.

6 Comparison of the remuneration of the Key

Managerial Personnel against the performance of

the Company

% Increase in Net Sales in 2014-15 compared with 2013-14 7.60

% Increase in PAT in 2014-15 compared with 2013-14 9.43

% Increase in EBIDTA in 2014-15 compared with 2013-14 22.67

7 Variations in the Market Capitalization of the

Company, Price Earnings Ratio as at the Closing

date of the Current Financial Year and Previous

Financial Year and percentage increase over

decrease in the Market quotations of the Shares of

the Company in comparison to the rate at which

the Company came out with the last Public Offer

Financial

Year ended

Closing Share

Price (NSE)

Market Capitalization Price

Earning

Ratio

31.03.2015 25.40 1,117.16 Crores 16.28

31.03.2014 12.60 553.16 Crores 8.81

8 Average Percentile increase already made in the

salaries of employees other than the Managerial

Personnel in the last Financial Year and its comparison

with the percentile increase in the Managerial

Remuneration and justification thereof and point

out if there are any exceptional circumstances for

increase in the Managerial Remuneration

The Average % Managerial increase has been 36.69% while for others it is

about 48.20%.This is based on Remuneration Policy of the Company that

rewards people differentially based on their contribution to the success

of the company and also ensures that external market competitiveness

and internal relativities are taken care of.

9 Comparison of the each remuneration of the Key

Managerial Personnel against the performance of

the Company

Name of the

KMP

Remuneration

in 2014 -15

compared

with 2013-14

% Increase

in Net Sales

in 2014 -15

compared

with 2013-14

% Increase

in PAT in 2014

-15 compared

with

2013-14

% Increase

in EBIDTA

in 2014-15

acompared

with 2013 -14

Rajesh

Agarwal

- 7.60 9.43 22.67

Arun Dogra 20.00 7.60 9.43 22.67

Alka Kumari 53.37 7.60 9.43 22.67

10 The key parameters for any variable component

of Remuneration availed by the Directors

The Key Parameters are a) Net Sales b) PAT c) EBIDTA

d) Net Operating Cash Flow from Business

11 The Ratio of the Remuneration of the highest paid

director to that of the employees who are not

directors but receive remuneration in excess of

the highest paid director during the year; and

Name of the Employee Ratio

C. Chandrasekhar 1 : 1.46

Munish Sehgal 1 : 1.25

R.K. Dubey 1 : 1.25

S. Rajagopalan 1 : 1.06

12 Affirmation that the remuneration is as per the

remuneration policy of the Company

It is hereby affirmed that the remuneration is as per the Remuneration

Policy of the Company.

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Annexure – 4 to the Directors’ Report

FORM NO. MR-3SECRETARIAL AUDIT REPORT

For the Financial Year ended March 31, 2015

[Pursuant to Section 204(1) of the Companies Act, 2013 and Rule No.9 of the Companies (Appointment and Remuneration Personnel) Rules, 2014]

To,The Members,M/s. BS Limited,#504, Trendset Towers, Road No. 2, Banjara Hills,Hyderabad 500034

I have conducted the Secretarial Audit of the compliance of applicable Statutory Provisions and the adherence to good corporate practices by M/s. BS Limited (hereinafter called “The Company”). Secretarial Audit was conducted in a manner that provided me a reasonable basis for evaluating the Corporate Conducts / Statutory Compliances and expressing my opinion thereon.

Based on my verification of BS Limited’s Books, Papers, Minute Books, Forms and Returns filed and other records maintained by the Company and also the information provided by the Company, its Officers, Agents and Authorized Representatives during the conduct of Secretarial Audit, I hereby report that in my opinion, the Company has, during the Audit period covering the Financial Year ended on March 31, 2015, complied with the Statutory Provisions listed hereunder and also that the Company has proper Board-processes and Compliance-Mechanism in place to the extent, in the manner and subject to the reporting made hereinafter:

I have examined the Books, Papers, Minute Books, Forms and Returns filed and other records maintained by the Company for the Financial Year ended on March 31, 2015 according to the provisions of:

(i) The Companies Act, 2013 (the Act) and the Rules made thereunder;

(ii) The Securities Contracts (Regulation) Act, 1956 (‘SCRA’) and the rules made thereunder;

(iii) The Depositories Act, 1996 and the Regulations and Bye-laws framed thereunder;

(iv) Foreign Exchange Management Act, 1999 and the Rules and Regulations made thereunder to the extent of Foreign Direct Investment, Overseas Direct

Investment and External Commercial Borrowings;(v) The following Regulations and Guidelines prescribed

under the Securities and Exchange Board of India Act, 1992 (‘SEBI Act’) to the extent applicable to the Company:-

(a) The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011;

(b) The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 1992;

(c) The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009; (Not applicable during the Audit Period)

(d) The Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999 and The Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014 notified on October 28, 2014;

(e) The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008; (Not applicable during the Audit Period)

(f) The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations, 1993 regarding the Companies Act and dealing with client;

(g) The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009; (Not applicable during the Audit Period) and

(h) The Securities and Exchange Board of India (Buyback of Securities) Regulations, 1998; (Not applicable during the Audit Period)

BS LIMITED

Annual Report 2014-1524

I have also examined compliance with the applicable Clauses of the following:

(i) Secretarial Standards issued by The Institute of Company Secretaries of India; (Not Notified during the Audit Period and hence not applicable to the Company).

(ii) The Listing Agreements entered into by the Company with The BSE Limited and The National Stock Exchange of India Limited;

During the period under review the Company has complied with the provisions of the Act, Rules, Regulations, Guidelines, Standards, and Listing Agreement(s) etc., mentioned above.

I further report that:

The Board of Directors of the Company is duly constituted with proper balance of Executive Directors, Non-Executive Directors and Independent Directors. The changes in the composition of the Board of Directors that took place during the period under review were carried out in compliance with the provisions of the Act.

Adequate notice is given to all Directors at least seven days in advance to schedule the Board Meetings. Agenda and detailed notes on Agenda were sent in advance except

when the Board Meetings were called by giving less than Seven days’ Notice in accordance with the Provisions of Section 173 of the Companies Act, 2013 and a system exists for seeking and obtaining further information and clarifications on the Agenda items before the Meeting and for meaningful participation at the Meeting.

All decisions at Board and Committee Meetings are carried out and are recorded in the Minutes of the respective Meetings and majority decision is carried through while the dissenting members’ views, if any, are captured and recorded as part of the Minutes.

I further report that, as far as possible, there are adequate systems and processes in the Company commensurate with the size and operations of the Company to monitor and ensure compliance with applicable Laws, Rules, Regulations and Guidelines.

I further report that during the Audit Period the Company has:1. Obtained the approval of the Members, at the Annual

General Meeting held on September 30, 2014, with respect to ratification of the Borrowing Limits of ` 10,000 Crores as required under the provisions of the Companies Act, 2013;

2. Enhancement of the Working Capital Limits from ` 1,409.95 Crores to ̀ 1,490.95 Crores by a Consortium of Banks;

3. Allotted 807,980 Equity Shares (including 403,990 Bonus Shares) to the Grantees of Employee Stock Options upon exercise of Options under ESOP 2011 the details of which are as under:

Date of Allotment No. of Shares Bonus Shares Exercise Price (`) No. of Allottees

July 11, 2014 165,810 165,810 10.995 16

September 09, 2014 40,040 40,040 10.995 02

September 20, 2014 27,160 27,160 10.995 10

November 14, 2014 170,980 170,980 10.995 02

403,990 403,990

Place : Hyderabad Signature : Sd/-Date : August 12, 2015 Name of Practicing Company Secretary : Y. Koteswara Rao C.P. No. : 7427Note: This Report is to be read with my letter of even date which is annexed as Annexure A and forms an integral part of this Report

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25Annual Report 2014-15

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ANNEXURE - A

To,The Members,M/s. BS Limited,#504, Trendset Towers,Road No. 2, Banjara Hills,Hyderabad 500034

My report of even date is to be read along with this letter.

1. Maintenance of Secretarial Record is the responsibility of the Management of the Company. My responsibility is to express an opinion on these Secretarial Records based on my Audit.

2. I have followed the Audit Practices and process as were appropriate to obtain reasonable assurance about the correctness of the contents of the Secretarial Records. The verification was done on test basis to ensure that correct facts are reflected in Secretarial Records. I believe that the process and practices, I followed provide a reasonable basis for my opinion.

3. I have not verified the correctness and appropriateness of financial records and Books of Accounts of the Company.

4. Wherever required, I have obtained the Management representation about the Compliance of Laws, Rules and Regulations and happening of events etc.

5. The Compliance of the provisions of Corporate and other applicable Laws, Rules, regulations, Standards is the responsibility of Management. My examination was limited to the verification of procedure on test basis.

6. The Secretarial Audit report is neither an assurance as to the future viability of the Company nor of the efficacy or effectiveness with which the Management has conducted the affairs of the Company.

Place : Hyderabad Signature : Sd/-

Date : August 12, 2015 Name of Practicing Company Secretary : Y. Koteswara Rao

C.P. No. : 7427

BS LIMITED

Annual Report 2014-1526

Annexure – 5 to the Directors’ Report

FORM MGT - 9EXTRACT OF ANNUAL RETURN

As on The Financial Year Ended on March 31, 2015

[Pursuant to Section 92(3) of the Companies Act, 2013 and Rule 12(1) of the Companies (Management and Administration) Rules, 2014]

I. REGISTRATION & OTHER DETAILS

i) CIN L27109AP2004PLC042375

ii) Registration Date January 07, 2004

iii) Name of the Company BS Limited

iv) Category / Sub-category of the

Company

Public Limited Company

v) Whether Listed Company Yes

vi) Address of the Registered Office &

Contact Details

8-2-269/10, #504, 5th Floor, Trendset Towers, Road No. 2, Banjara Hills, Hyderabad 500034, Telangana. Tel: +91 40 4455 8888

vii) Whether Listed Company Yes

viii) Name , Address & Contact details of

the Registrar & Transfer Agent, if any

Karvy Computershare Private LimitedKarvy Selenium Tower B, Plot 31-32, Gachibowli,Financial District, Nanakramguda, Hyderabad – 500 032;Tel.: +91 40 6716 2222, Fax No.: +91 40 2300 1153,Website - www.karvy.com, Toll Free No. - 1800-345-4001

II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY All the Business Activities contributing 10 % or more of the Total Turnover of the Company shall be stated:-

S. No. Name and Description of Main Products / Services NIC Code of the

Product/ Service

% to Total Turnover of the

Company

1. Engineering, Procurement & Construction 42202 63.10

2. Trading Business 46909 36.90

III. PARTICULARS OF HOLDING , SUBSIDIARY & ASSOCIATE COMPANIES

S. No. Name and Address of the Company CIN / GLN Holding/ Subsidiary/

Associate

% of Shares

Held

Applicable

Section

1. BS Global Resources Private Limited -NA- Wholly Owned Subsidiary 100.00% 2(87)

2. BS Limited FZE -NA- Wholly Owned Subsidiary 100.00% 2(87)

3. Raichur Sholapur Transmission

Company Private Limited

U40108MH2009GOI220024 Joint Venture Company 33.33% 2(6)

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27Annual Report 2014-15

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IV. SHAREHOLDING PATTERN (EQUITY SHARE CAPITAL BREAK UP AS PERCENTAGE OF TOTAL EQUITY) i) Category-wise Share Holding

Category of Shareholders No. of Shares held at the beginning of the year No. of Shares held at the end of the year % Change during the

yearDemat Physical Total % of Total

SharesDemat Physical Total % of Total

Shares

A. PROMOTERS

1. Indian

Individual / HUF 282,517,480 - 282,517,480 64.35 282,517,480 - 282,517,480 64.23 0.00%

Central Govt. - - - - - - - - 0.00%

State Govt. (s) - - - - - - - - 0.00%

Bodies Corp. - - - - - - - - 0.00%

Banks / FI - - - - - - - - 0.00%

Any Other…. 20,812,000 - 20,812,000 4.74 15,812,000 - 15,812,000 3.60 -24.02%

Sub-total (A) (1):- 303,329,480 - 303,329,480 69.09 298,329,480 - 298,329,480 67.83 -24.02%

2. Foreign

a) NRIs - Individuals - - - - - - - - 0.00%

b) Other – Individuals - - - - - - - - 0.00%

c) Bodies Corp. - - - - - - - - 0.00%

d) Banks / FI - - - - - - - - 0.00%

e) Any Other…. - - - - - - - - 0.00%

Sub-total (A) (2):- - - - - - - - - 0.00%

Total Shareholding of Promoter (A) = (A)(1)+(A)(2)

303,329,480 - 303,329,480 69.09 298,329,480 - 298,329,480 67.83 0.00%

B. PUBLIC SHAREHOLDING

1. Institutions

a) Mutual Funds - - - - - - - - 0.00%

b) Banks / FI - - - - - - - - 0.00%

c) Central Govt. - - - - - - - - 0.00%

d) State Govt.(s) - - - - - - - - 0.00%

e) Venture Capital Funds - - - - - - - - 0.00%

f) Insurance Companies - - - - - - - - 0.00%

g) FIIs 12,078,399 - 12,078,399 2.75 12,122,988 - 12,122,988 2.76 0.37%

h) Foreign Venture Capital Funds - - - - - - - - 0.00%

i) Others (specify) - - - - - - - - 0.00%

Sub-total (B)(1):- 12,078,399 - 12,078,399 2.75 12,122,988 - 12,122,988 2.76 0.37%

2. Non-Institutions

a) Bodies Corp.

i) Indian 63,680,725 - 63,680,725 14.51 64,974,980 - 64,974,980 14.77 2.03%

ii) Overseas

b) Individuals

i) Individual shareholders holding nominal share capital upto ` 1 lakh

8,340,030 270,220 8,610,250 1.96 10,675,077 22,220 10,697,297 2.43 24.24%

ii) Individual shareholders holding nominal share capital in excess of ` 1 lakh

50,180,952 - 50,180,952 11.43 52,582,631 - 52,582,631 11.96 4.79%

c) Others (specify)

Clearing Members 1,038,986 - 1,038,986 0.24 198,350 - 198,350 0.05 -80.91%

Non Resident Indians 98,928 - 98,928 0.02 919,974 - 919,974 0.21 829.94%

Sub-total (B)(2):- 123,339,621 270,220 123,609,841 28.16 129,351,012 22,220 129,373,232 29.41 780.09%

Total Public Shareholding (B)=(B)(1)+(B)(2)

135,418,020 270,220 135,688,240 30.91 141,474,000 22,220 141,496,220 32.17 4.28%

C. SHARES HELD BY CUSTODIAN FOR GDRS & ADRS

- - - - - - - - 0.00%

Grand Total (A+B+C) 438,747,500 270,220 439,017,720 100.00 439,803,480 22,220 439,825,700 100.00 0.18%

BS LIMITED

Annual Report 2014-1528

ii) Shareholding of Promoters

Sl.

No.

Shareholder’s Name No. of Shares held at the beginning of the year

No. of Shares held at the end of the year

% Change in Share holding

during the year

No. of Shares % of Total Shares of the

Company

%of Shares Pledged /

encumbered to total shares

No. of Shares % of Total Shares of the

Company

%of Shares Pledged /

encumbered to total shares

1 Rajesh S Agrawal 282,517,480 64.35 44.91 282,517,480 64.23 44.83 -

2 Reema Agrawal 20,756,000 4.73 - 15,756,000 3.58 - (1.14)

3 Dhruv Bansal 56,000 0.01 - 56,000 0.01 - -

Total 303,329,480 69.09 44.91 298,329,480 67.83 44.83 (1.14)

iii) Change in Promoters’ Shareholding (please specify, if there is no change)

Sl.

No.

No. of Shares held at the beginning of the year

No. of Shares held at the end of the year

No. of Shares % of Total Shares of the Company

No. of Shares % of Total Shares of the Company

1 At the beginning of the year 303,329,480 69.09 303,329,480 69.04

2 Date wise Increase / Decrease in Promoters

Share holding during the year specifying the

reasons for increase / decrease (e.g. allotment /

transfer / bonus/ sweat equity etc.):

3 Decrease in Shares (Shares offered as Margin)

Reema Agarwal on August 18, 2014

5,000,000 1.14 298,329,480 67.90

4 At the End of the year 298,329,480 67.95 298,329,480 67.90

iv) Shareholding Pattern of Top Ten Shareholders (other than Directors, Promoters and Holders of GDRs and ADRs):

Sl.

No.

For Each of the Top 10 Shareholders No. of Shares held at the beginning of the year

Date* Increase /

(Decrease) In

shareholding

Reason Cumulative Shareholding during the year

No. of Shares

% of Total Shares of the

Company

No. of

Shares

% of Total Shares of the

Company

1 Santkumar Brijmohan Agarwal 25531820 5.82 04/04/14 (200000) Sale 25331820 5.77

11/04/15 (370294) Sale 24961526 5.69

18/04/14 100000 Purchase 25061526 5.71

25/04/14 15000 Purchase 25076526 5.71

09/05/14 (96000) Sale 24980526 5.70

16/05/14 (99000) Sale 24881526 5.67

23/05/14 71587 Purchase 24953113 5.68

13/06/14 30000 Purchase 24983113 5.69

20/06/14 (171000) Sale 24812113 5.65

30/06/14 55000 Purchase 24867113 5.66

04/07/14 (100000) Sale 24767113 5.64

11/07/14 (75000) Sale 24692113 5.62

01/08/14 (45000) Sale 24692113 5.62

08/08/14 (27000) Sale 24665113 5.61

15/08/14 (90000) Sale 24575113 5.59

22/08/14 (5955587) Sale 18619526 4.24

29/08/14 (20000) Sale 18599526 4.23

05/09/14 (22618) Sale 18576908 4.23

12/09/14 (42382) Sale 18534526 4.22

19/09/14 20000 Purchase 18554526 4.22

17/10/14 (12435) Sale 18542091 4.22

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iv) Shareholding Pattern of Top Ten Shareholders (other than Directors, Promoters and Holders of GDRs and ADRs): (Contd.)

Sl.

No.

For Each of the Top 10 Shareholders No. of Shares held at the beginning of the year

Date* Increase /

(Decrease) In

shareholding

Reason Cumulative Shareholding during the year

No. of Shares

% of Total Shares of the

Company

No. of

Shares

% of Total Shares of the

Company

24/10/14 (7565) Sale 18534526 4.22

14/11/14 (3453) Sale 18531073 4.22

21/11/14 (31799) Sale 18499274 4.21

19/12/14 (24887) Sale 18474387 4.20

31/12/14 (5500) Sale 18468887 4.20

16/01/15 (292500) Sale 18176387 4.13

23/01/15 (99000) Sale 18077387 4.11

06/02/15 25000 Purchase 18102387 4.12

13/02/15 85770 Purchase 18188157 4.14

20/02/15 (5770) Sale 18182387 4.13

27/02/15 (15000) Sale 18167387 4.13

13/03/15 (25000) Sale 18142387 4.12

27/03/15 (45419) Sale 18096968 4.11

31/03/15 (581) Sale 18096387 4.11

2 Mount Capital Pvt Ltd 9810020 2.23 31/12/14 39160 Purchase 9749180 2.24

06/02/15 (25000) Sale 9824180 2.23

13/02/15 (75000) Sale 9749180 2.22

3 Payone Enterprises Private Limited 9588660 2.18 -NA- - -NA- 9588660 2.18

4 Share India Securities Limited 9077507 2.07 04/04/14 (199975) Sale 8877532 2.02

11/04/14 133905 Purchase 9011437 2.05

18/04/14 (15) Sale 9011422 2.05

24/04/14 (10) Sale 9011412 2.05

02/05/14 74975 Purchase 9086387 2.07

09/05/14 (75020) Sale 9011367 2.05

16/05/14 (50) Sale 9011317 2.05

23/05/14 135 Purchase 9011452 2.05

30/05/14 (200) Sale 9011252 2.05

20/06/14 (509894) Sale 8501358 1.93

11/07/14 (47000) Sale 8454358 1.93

01/08/14 1148 Purchase 8455506 1.92

15/08/14 (250) Sale 8455256 1.92

22/08/14 250 Purchase 8455506 1.92

29/08/14 (6998000) Sale 1457506 0.33

19/09/14 (399) Sale 1457107 0.33

30/09/14 5406 Purchase 1462513 0.33

24/10/14 70000 Purchase 1532513 0.35

31/10/14 4841 Purchase 1537354 0.35

07/11/14 (5000) Sale 1532354 0.35

14/11/14 129674 Purchase 1662028 0.38

21/11/14 (200000) Sale 1462028 0.33

28/11/14 (40314) Sale 1421714 0.32

05/12/14 (17240) Sale 1404474 0.32

19/12/14 1815039 Purchase 3219513 0.73

09/01/15 (200000) Sale 3019513 0.69

13/02/15 (4999) Sale 3014514 0.69

20/03/15 400000 Purchase 3414514 0.78

5 Share India Securities Limited 5202000 1.18 06/06/14 (950000) Sale 4252000 0.97

08/08/14 (2205000) Sale 2047000 0.47

30/09/14 (300000) Sale 1747000 0.40

10/10/14 300000 Purchase 2047000 0.47

BS LIMITED

Annual Report 2014-1530

iv) Shareholding Pattern of Top Ten Shareholders (other than Directors, Promoters and Holders of GDRs and ADRs): (Contd.)

Sl.

No.

For Each of the Top 10 Shareholders No. of Shares held at the beginning of the year

Date* Increase /

(Decrease) In

shareholding

Reason Cumulative Shareholding during the year

No. of Shares

% of Total Shares of the

Company

No. of

Shares

% of Total Shares of the

Company

17/10/14 250000 Purchase 2297000 0.52

07/11/14 (160000) Sale 2137000 0.49

14/11/14 (330000) Sale 1807000 0.41

19/12/14 1807000 Purchase 0 0.00

06/02/15 75000 Purchase 75000 0.02

13/02/15 12000 Purchase 87000 0.02

20/02/15 (35000) Sale 52000 0.01

27/02/15 (20000) Sale 32000 0.01

06/03/15 530000 Purchase 562000 0.13

13/03/15 230000 Purchase 792000 0.18

20/03/15 1370000 Purchase 2162000 0.49

27/03/15 1240000 Purchase 3402000 0.77

6 India Opportunities Growth Fund Ltd - Pinewood Strategy

4872990 1.11 31/10/14 16666 Purchase 4889656 1.11

7 Elara Capital Plc A/C Vespera Fund Limited 4260000 0.97 31/10/14 16666 Purchase 4276666 0.97

8 Dharti Developers And Constructions Pvt Ltd 4091740 0.93 04/07/14 (1500000) Sale 2591740 0.59

11/07/14 (500000) Sale 2091740 0.48

18/07/14 (26471) Sale 2065269 0.47

25/07/14 (19498) Sale 2045771 0.47

19/09/14 45969 Purchase 2091740 0.48

9 Alamanat Financial Services and Projects Pvt Ltd 4009000 0.91 -NA- - -NA- 4009000 0.91

10 Brijmohan Sagarmal Capital Services Pvt. Ltd. 3908160 0.89 11/04/14 (561881) Sale 3346279 0.76

02/05/14 32275 Purchase 3378554 0.77

09/05/14 (107500) Sale 3271054 0.75

16/05/14 (59775) Sale 3211279 0.73

23/05/14 60000 Purchase 3271279 0.74

06/06/14 (5000) Sale 3266279 0.74

20/06/14 (40000) Sale 3226279 0.73

30/06/14 28000 Purchase 3254279 0.74

04/07/14 (400000) Sale 2854279 0.65

11/07/14 (23935) Sale 2830344 0.64

18/07/14 (1065) Sale 2829279 0.64

25/07/14 (15000) Sale 2814279 0.64

01/08/14 (7000) Sale 2807279 0.64

08/08/14 (18000) Sale 2789279 0.63

22/08/14 5000 Purchase 2794279 0.64

10/10/14 7993 Purchase 2802272 0.64

31/12/14 (327079) Sale 2475193 0.56

16/01/15 (294500) Sale 2180693 0.50

23/01/15 (95000) Sale 2085693 0.47

27/02/15 35000 Purchase 2120693 0.48

20/03/15 (1284860) Sale 835833 0.19

27/03/15 (10000) Sale 825833 0.19

11 Santkumar Brijmohan Agarwal 0 0.00 25/08/14 2003600 Purchase 2003600 0.46

22/08/14 5000000 Purchase 7003600 1.59

16/01/15 193000 Purchase 7196600 1.64

23/01/15 198500 Purchase 7395100 1.68

12 Globe Capital Market Ltd 4540 0.00 30/06/14 (405) Sale 4135 0.00

30/09/14 (2135) Sale 2000 0.00

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iv) Shareholding Pattern of Top Ten Shareholders (other than Directors, Promoters and Holders of GDRs and ADRs): (Contd.)

Sl.

No.

For Each of the Top 10 Shareholders No. of Shares held at the beginning of the year

Date* Increase /

(Decrease) In

shareholding

Reason Cumulative Shareholding during the year

No. of Shares

% of Total Shares of the

Company

No. of

Shares

% of Total Shares of the

Company

10/10/14 4500000 Purchase 4502000 1.02

31/10/14 2000 Purchase 4504000 1.02

14/11/14 (2000) Sale 4502000 1.02

05/12/14 300 Purchase 4502300 1.02

31/12/14 (1700) Sale 4500600 1.02

06/02/15 100 Purchase 4500700 1.02

13/02/15 (100) Sale 4500600 1.02

20/02/15 500 Purchase 4501100 1.02

13/03/15 500 Purchase 4501600 1.02

31/03/15 (800) Sale 4500800 1.02

13 Step Inn Commercial Line Pvt Ltd 0 0.00 22/08/14 3534000 Purchase 3534000 0.80

* Date of Purchase / Sale has been considered as the date on which the beneficiary position was provided by the Depositories to the Company.

v) Shareholding of Directors and Key Managerial Personnel:

Sl.

No.

For Each of the Directors and KMP Shareholding at the beginning of the year

Date* Increase /

(Decrease) In

shareholding

Reason Cumulative Shareholding during the year

No. of Shares

% of Total Shares of the

Company

No. of

Shares

% of Total Shares of the

Company

1 Rajesh Agarwal 282,517,480 64.35 -NA- Nil -NA- 282,517,480 64.35

2 Arun Dogra (w.e.f August 14, 2014)

Nil Nil -NA- Nil -NA- Nil Nil

3 Subrata Kumar De (Till September 02, 2014)

80,000 0.02 -NA- Nil -NA- 80,000 0.02

4 Mahesh Kumar Khera Nil Nil -NA- Nil -NA- Nil Nil

5 A. Gopalakrishnan Iyer Nil Nil -NA- Nil -NA- Nil Nil

6 Alka Kumari Nil Nil -NA- Nil -NA- Nil Nil

V. INDEBTEDNESS Indebtedness of the Company including Interest Outstanding / Accrued but not due for Payment

Secured Loans

excluding Deposits

Unsecured

Loans

Deposits Total

Indebtedness

Indebtedness at the beginning of the Financial Year

i) Principal Amount 1,580,419,822 626,994,512 - 2,207,414,334

ii) Interest due but not paid - - - -

iii) Interest accrued but not due 12,866,329 - - 12,866,329

Total (i+ii+iii) 1,593,286,151 626,994,512 - 2,220,280,663

Change in Indebtedness during the Financial Year

• Addition 527,786,670 542,084,803 - 1,022,871,473

• Reduction 457,392,671 521,633,131 - 932,035,646

Net Change 70,384,154 20,451,672 - 90,835,827

Indebtedness at the end of the Financial Year

i) Principal Amount 1,650,813,821 647,446,184 - 2,298,260,005

ii) Interest due but not paid - - - -

iii) Interest accrued but not due 14,252,199 - - 14,252,199

Total (i+ii+iii) 1,665,066,020 647,446,184 - 2,312,512,204

BS LIMITED

Annual Report 2014-1532

VI. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL A. Remuneration to Managing Director, Whole-time Directors and/or Manager:

S.No Particulars of Remuneration Name of MD / WTD / Manager Total

AmountRajesh Agarwal Arun Dogra

1 Gross Salary

(a) Salary as per provisions contained in Section 17(1) of the Income-tax Act, 1961

4,800,000 631,717 5,431,717

(b) Value of Perquisites u/s 17(2) Income-tax Act, 1961 - - -

(c) Profits in lieu of Salary under Section 17(3) Income-tax Act, 1961

- - -

2 Stock Option - - -

3 Sweat Equity - - -

4 Commission

- as % of Profit - - -

- Others, specify… - - -

5 Others, please specify - - -

Total (A) 4,800,000 631,717 5,431,717

Ceiling as per the Act ` 8.72 Crores (being 10% of the Net Profits of the Company

calculated as per Section 198 of the Companies Act, 2013)

B. Remuneration to other Directors

S.No Particulars of Remuneration Name of Directors Total

Amount1 Independent Directors Subrata Kumar

De

Mahesh Kumar

Khera

A. G. Iyer

- Fee for attending Board / Committee Meetings 140,000 200,000 200,000 540,000

- Commission - - - -

- Others, please specify - - - -

Total (1) - - - -

2 Other Non-Executive Directors

- Fee for attending Board / Committee Meetings - - - -

- Commission - - - -

- Others, please specify - - - -

Total (2) 140,000 200,000 200,000 540,000

Total (B)=(1+2) 140,000 200,000 200,000 540,000

Total Managerial Remuneration *5,971,717

Overall Ceiling as per the Act ` 0.87 Crores (being 1% of the Net Profits of the Company

calculated as per Section 198 of the Companies Act, 2013)

* Total Remuneration to Managing Director, Whole Time Directors and Other Directors (being the Total of A and B).

C. Remuneration to Key Managerial Personnel other than MD / MANAGER / WTD

S.No Particulars of Remuneration Key Managerial Personnel Total

AmountCEO Company

Secretary

CFO

1 Gross Salary

(a) Salary as per provisions contained in Section

17(1) of the Income-tax Act, 1961

- 546,000 - 546,000

(b) Value of Perquisites u/s 17(2) Income-tax Act, 1961 - - - -

(c) Profits in lieu of Salary under Section 17(3)

Income-tax Act, 1961

- - - -

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33Annual Report 2014-15

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S.No Particulars of Remuneration Key Managerial Personnel Total

AmountCEO Company

Secretary

CFO

2 Stock Option - - - -

3 Sweat Equity - - - -

4 Commission

- as % of Profit - - - -

- Others, specify… - - - -

5 Others, please specify - - - -

Total (A) - 546,000 - 546,000

VII. PENALTIES /PUNISHMENT/COMPOUNDING OF OFFENCES

Type Section of the

Companies Act

Brief Description Details of Penalty / Punishment

/ Compounding fees imposed

Authority [RD /

NCLT / COURT]

Appeal made, if any

(give Details)

-NA- -NA- -NA- -NA- -NA- -NA-

C. Remuneration to Key Managerial Personnel other than MD / MANAGER / WTD (Contd.)

Annexure – 6 to the Directors’ Report

FORM AOC – 2(Pursuant to Section 134(3)(h) of the Companies Act, 2013 read with Rule 8(2) of the Companies (Accounts) Rules, 2014)

Disclosure of Particulars of Contracts / Arrangements entered into by the Company with Related Parties referred to in Section 188(1) of the Companies Act, 2013 including certain Arms’ Length Transactions under Third proviso thereto:

1. Details of Contracts or Arrangements or Transactions not at Arm’s Length Basis:

Sl. No. Particulars

(a) Name(s) of the Related Party and Nature of Relationship

-NA-

(b) Nature of Contracts / Arrangements / Transactions

(c) Duration of the Contracts / Arrangements / Transactions

(d) Salient terms of the Contracts or Arrangements or Transactions including the value, if any

(e) Justification for entering into such Contracts or Arrangements or Transactions

(f) Date(s) of approval by the Board

(g) Amount paid as Advances, if any

(h) Date on which the Special Resolution was passed

(i) Amount paid as Advances, if any

(j) Date on which (a) the Special Resolution was passed in General Meeting as required under first

proviso to Section 188 of the Companies Act, 2013

2. Details of Material Contracts or Arrangement or Transactions at Arm’s Length Basis:

Sl. No. Particulars

a) Name(s) of the Related Party and Nature of Relationship

-NA-

(b) Nature of Contracts / Arrangements / Transactions

(c) Duration of the Contracts / Arrangements / Transactions

(d) Salient terms of the Contracts or Arrangements or Transactions including the value, if any

(e) Date(s) of Approval by the Board, if any

(f) Amount paid as Advances, if any

BS LIMITED

Annual Report 2014-1534

Annexure – 7 to the Directors’ Report

CSR Activities for the Financial Year 2014-15

Sl. No. Particulars

1 A brief outline of the Company’s CSR Policy The main objective of the CSR Policy is to lay down guidelines

for the Company to undertake activities for sustainable

development of the Society. It aims at supplementing the

Government with welfare measures for the Society based

on the immediate and long term social and environmental

consequences of their activities.

2 Overview of Projects or Programs proposed to be

undertaken

The CSR Policy of the Company broadly covers the following

areas:

1. To direct Company’s CSR Programmes, inter alia, towards

achieving one or more of the following –

- Drinking Water Supply;

- Supporting Rural Development;

- Social Empowerment;

- Promoting Education;

- Healthcare by providing medicines and medical facilities;

- Sanitation;

- Enhancing environmental and natural capital;

- Creating livelihoods for people, especially those from

disadvantaged sections of Society, in Rural and Urban

India;

- Preserving and promoting Sports;

- Grant / Donation / Financial Assistance / Sponsorship

to reputed NGOs of the Society / locality engaged in

uplifting Societal Standards;

- Adoption of Village for carrying out the activities like

Infrastructural Development viz., Road, Electricity, Water

Supply etc.;

2. To pursue CSR Programmes primarily in areas that fall

within the economic vicinity of the Company’s operations

to enable close supervision and ensure maximum

development impact;

3. To carry out CSR Programmes in relevant local areas to

fulfill commitments arising from requests by Government/

Regulatory Authorities and to earmark amounts of monies

towards “Corporate Social Responsibility (CSR)” activities

and to spend such monies through CSR Cells of such

administrative bodies of the Government and/or directly

by way of developmental works in the local areas around

which the Company operates;

4. To provide equal opportunities to beneficiaries of the

Company’s CSR Programmes as Vendors or Employees on

merit;

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Sl. No. Particulars

3 Reference to the web-link to the CSR Policy and Projects

or Programs.

http://www.bslimited.in/investors.html

4 The Composition of the CSR Committee. S.

No

Name of the Director Designation Status

1 Mr. Rajesh Agarwal Executive Director Chairman

2 Mr. Mahesh Kumar Khera Independent Director Member

3 Mr. A. Gopalakrishnan Iyer Independent Director Member

5 Average Net Profit of the Company for Last Three Financial

Years

` 86,63,55,263/-

6 Prescribed CSR Expenditure (Two per cent of the amount

as in item 3 above)

` 1,73,27,105/-

7 Details of CSR spent during the Financial year

(a) Total amount to be spent for the Financial year; ` 1,73,27,105/-

(b) Amount unspent , if any; ` 1,72,20,000/-

(c) Manner in which the amount spent during the

Financial year is detailed below.

(` in lakhs)

(1) (2) (3) (4) (5) (6) (7) (8)

S.

No

CSR project

Or activity

identified.

Sector in

Which the

Project is

covered

Projects or

programs

(1) Local area or

other

(2) Specify

the State and

district

Where projects

or Programs

was

Amount outlay

(budget) project

or Program wise

Amount spent

on the

Projects or

programs

Subheads:

(1) Direct

expenditure

on projects or

programs.

(2)Overheads:

Cumulative

expenditure

up to the

Reporting

Period

Amount Spent:

Direct or

through

implementing

Agency

1 Projects near

Factory Sites

- Rural

Development

- Health,

Hygiene and

Sanitation

- Water and

Energy

- Community

/ Woman

Empowerment

Muppireddypalli,

Medak District

& Banjara Hills,

Telangana

50.00 0.82 0.82 Direct and

through

implementing

Agency

2 Education

Services

Promoting

Education

Muppireddypalli

and Gajwel,

Telangana

25.00 0.25 0.25 Direct

3 Infrastructure

Support,

Equipment

at Hospitals,

Construction of

Sanitary facilities

Health &

Hygiene

Ghanpur,

Medchal

Mandal,

Telangana

100.00 Nil Nil Nil

BS LIMITED

Annual Report 2014-1536

Annexure – 8 to the Directors’ Report

STATUTORY INFORMATIONInformation under Section 134 of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014 and forming part of the Directors’ Report.

FORM A(Form for Disclosure of particulars with respect to conservation of energy)

Sl. No. Particulars Unit 2014-15 2013-14

A POWER & FUEL CONSUMPTION:

1. Electricity

a) Purchased: Units/KWH 4,116,610 5,499,460

Total Amount ` 42,044,820 48,237,459

Rate/Unit ` 10.21 8.75

b) Own Generation: Through Diesel Ltrs (appx.) 277,692 246,350

2. Coal: Reheating of Billets

(Specify quality and where used)

Mts 7,052.81 2,331.24

3. Furnace Oil Ltrs 426,221 488,462

B CONSUMPTION PER UNIT OF PRODUCTION :

Electricity (Units/ Mts) 31.17 43.96

Fuel (Ltrs/ Mts) 2.10 1.97

Others (Furnace Oil) (Ltrs/ Mts) 3.23 3.90

FORM B(Form for Disclosure of Particulars with respect to Technology Absorption)

A. RESEARCH & DEVELOPMENT (R & D) 1. Specific area in which R&D carried out by the Company. In-house R&D carried out in respect of the properties of the Steel used and related Weldability,

particularly the method of welding and strength of the Weldable Structure. The Company also uses a Spectrometer for Chemical Testing.

The Company has made major Strides in Development of Emergency Restoration System using Trailer-Mounted Mobile Power System for immediate reinstatement of collapsed Transmission Lines due to natural calamities.

8. In case the Company has failed to spend the Two Per

cent, of the Average Net Profit of the last Three Financial

years or any part thereof, the Company shall provide the

reasons for not spending the amount in its Board Report.

CSR Committee and Board had approved the CSR Projects with

specific outlay. However, finalization of suitable Implementing

Agencies has taken longer than expected. The Company will

be embarking on the Projects as identified by Management

during the Financial Year 2015-16.

9. A Responsibility Statement of the CSR Committee that

the implementation and monitoring of CSR Policy, is in

compliance with CSR objectives and Policy of the Company.

The CSR Committee confirms that the implementation and

monitoring of the CSR Policy is in compliance with the CSR

Objectives and Policy of the Company.

Sd/-(Chief Executive Officer or

Managing Director orDirector)

Sd/-(Chairman CSR Committee)

Sd/-(Person specified under Clause (d)

of Sub-section (1) of section 380 of the Act)

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37Annual Report 2014-15

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Staying abreast of the Global trend for Zero Waste and Total Quality, the Company embarked on a Mission to improve Operational Efficiency, HR and Admin realignment and increase productivity with the help of an external agency.

2. Benefits derived as a result of the above R & D. Improvement in quality of Welding with superior strength of Welded Structure. Addition of 19/23 channel Spectrophotometer is benefiting the Company in delivering quality. In view of the Vintage Transmission Systems across the country, a Mobile System and Equipment would

come in handy and help in minimizing the impact of power outage due to the Transmission Line failures. The Company has identified methods and practices that will help attain managerial effectiveness and

process efficiency to achieve a target of Zero Product Re-work such as irregular and continuous Quality Audits at all points of the value chain.

3. Future Plan of Action. Development is being actively pursued to reduce the cost of production and further improvement in

quality of products. Quality Assurance laboratory and facilities are being upgraded taking into consideration the advancement

made in the field of Metallurgical Testing and Analysis. Extensive study and characterizations of high tensile grade of steel for their corrosion behavior and

properties for Weldability. A Mobile Substation is under Development to complement our ERT efforts.

4. Expenditure on R & D

Sl. No. Description 2014-15 2013-14

(a) Capital NIL NIL

(b) Recurring -NA- -NA-

(c) Total NIL NIL

(d) Total R & D expenditure as a Percentage of Total Turnover NIL NIL

B. FUTURE PLAN, TECHNOLOGY ABSORPTION, ADAPTATION AND INNOVATION

2014-15 2013-14

Import of Technology NIL NIL

C. FOREIGN EXCHANGE EARNINGS AND OUT GO

(Amount ` in Crores)

Description 2014-15 2013-14

(a) Earnings 70.42 21.28

(b) Outgo 67.45 35.98

For and on behalf of the Board of Directors

Sd/-Place : Hyderabad (Rajesh Agarwal)Date : August 12, 2015 Chairman & Managing Director

BS LIMITED

Annual Report 2014-1538

MANAGEMENT DISCUSSION AND ANALYSIS

GLOBAL ECONOMY OVERVIEWGlobal economic growth in 2014 was a modest 3.4%, reflecting a pickup in advanced economies relative to the previous year. Emerging markets and developing economies witnessed a slowdown, however, they still accounted for three-fourths of global growth in the year.

During 2014, growth in the United States was stronger than expected. Consumption benefited from steady job creation and income growth, lower oil prices and improved consumer confidence. Japan reflected weak consumption and plummeting residential investment with near-zero growth. In the Euro area, activity was weaker than expected in mid-2014 but signs of pickup came through by the year end - consumption being supported by lower oil prices and higher net exports. Emerging economies like Brazil and Russia appear less dynamic due to commodity down-cycles. Hit by export slowdown, China has taken a back foot in global economy contribution. However, the drop in crude prices was an important and positive variable for oil-dependent nations.

Stepping into 2015 and 2016, global growth is projected to reach 3.5% and 3.8%, respectively (WEO update, January 2015). Growth in advance economies is expected to be stronger in 2015 than 2014, however, emerging markets led by China and some oil exporting nations may reflect subdued growth prospects as a result of structural reforms, political uncertainties and supply-side constraints, with weak external demand only adding fuel to the fire.

OutlookWorld output is projected to increase marginally to 3.5% in 2015 and then to rise further in 2016 to 3.8% (Refer table: Global Growth). High-income countries are likely to grow on the back of gradually recovering labour markets, subsiding fiscal consolidation and still-low financing costs. In 2016, growth in emerging market and developing economies is expected to pick up to 4.7%, largely on account of the projected improvement in economic conditions of distressed economies, including Russia and some economies in the Middle East and North Africa. Oil prices will play a significant role ahead.

Global Growth (%)

Projections

2013 2014 2015 2016

World Output 3.4 3.4 3.5 3.8

Advanced Economies 1.4 1.8 2.4 2.4

United States 2.2 2.4 3.1 3.1

Euro Area (0.5) 0.9 1.5 1.5

Japan 1.6 (0.1) 1.0 1.2

United Kingdom 1.7 2.6 2.7 2.3

Other Advanced Economies* 2.2 2.8 2.8 3.1

Emerging and Developing Economies 5.0 4.6 4.3 4.7

China 7.8 7.4 6.8 6.3

*Excludes G7: Canada, France, Germany, Italy, Japan, United Kingdom, United States and Euro area countries

(Source: International Monetary Fund 2015, World Economic Outlook April 2015)

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INDIAN ECONOMY OVERVIEWThe Indian growth story has been going strong even as other emerging nations faced some headwinds in the year. The Indian economy grew 7.3% in the fiscal year ended March 2015, trumping the previous fiscal’s 6.9%. This is the country’s fastest annual growth since 2011. Simultaneously, the economy crossed the US$ 2 trillion-mark for the first time—Indian GDP is now US$ 2.1 trillion and has a 3.3% share in the global GDP.

India retained its sweet spot as far as investments are concerned and foreign fund inflows worth US$ 38.4 billion since April 2014 have stabilised the Indian Rupee, easing long-term interest rates in the country. Inflation declined by over 6 percentage points since late 2013, reaching 5.17% in March 2015, creating a relaxed path for softening credit rates. Current account deficit has plunged from a peak of 6.7% of GDP in Q3 FY2013 to an estimated 1% at the end of FY2015.

Investment-friendly policies of the new Government kept the Indian economy buoyant in 2014. Manufacturing activity roared ahead at 7.1% and services such as finance, insurance and real estate continued to perform strongly, growing 11.5%. However, below-average rain hurt crops and agricultural growth was a mere 0.2%.(Source: statisticstimes.com, indiabudget.nic.in)

OutlookThe Indian economy is projected to clock 8.1% growth in the current financial year, spurred by strong consumer spending amid low inflation, infrastructure projects going on stream and government’s reform measures. Investment is also expected to rebound, although unevenly, given the still low industrial capacity utilisation rate of about 70%. The new Government is a harbinger of hope for India Inc. and the policy initiatives taken by the Government will have a positive impact on real GDP growth, including structural reforms and some fiscal and monetary policy loosening. (Source: CSO, UN Economic Survey, statisticstimes.com)

INDIAN POWER SECTOR OVERVIEWPower remains one of the most crucial factors affecting the infrastructure sector. India is the third largest producer of power with production of 1,167 TWh, and the fourth

largest consumer of electricity in the world. Although power generation has grown more than 100-folds since independence, growth in demand on the back of accelerating economic activity nullifies the achievement.

5,3

13

China

4,3

10

US

1,16

7

India

1,0

48

Russia

1,0

15

India

66

5

Canada

62

1

Germany

World’s Leading Electricity Producers in 2013 (TWh)

(Source : Enerdata, Aranca Research) Note: TWh - Terawatt Hours

Thermal resources make up for about 70% of the power generation mix in India, making the country largely dependent on coal. As of January 2014, total coal reserves stood at 301.5 billion tonnes; of which, 125.9 billion tonnes was proven reserves. India’s proven natural gas reserves measure about 1.4 trillion cubic metres.

Around 16% of the power generated in the nation is hydro-based. With a large swathe of water resources, India’s potential for hydropower is enormous. Currently, India has 40.8 GW of hydro power generating capacity.

Renewable Energy accounts for 12% of the total generation capacity. Projects such as the Jawaharlal Nehru National Solar Mission (aims to generate 20,000 MW of solar power by 2022) are garnering much investor interest. The government has raised the solar power generation capacity addition target by five times to 100,000 MW by 2022 which will entail an investment of around ` 6 lakh Crores.

The remaining 2% of the power mix is derived from Nuclear Resources. Currently, India has 4.8 GW of net electricity generation capacity using nuclear fuel (across 20 reactors) and aims to increase it to 45 GW by 2020. Armed with one of the world’s largest reserves of Thorium, India has a huge potential in this space.

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All India Installed Capacity (MW) as on March 31, 2015 (Sector-wise)

Sector Thermal Nuclear Hydro ORS* Grand Total

Coal Gas Diesel Total

Central 48,130.00 7,519.73 - 55,649.73 5,780.00 11,091.43 - 72,521.16

State 58,100.50 6,974.42 602.61 65,677.53 - 27,482.00 3,803.67 96,963.20

Private 58,405.38 8,568.00 597.14 67,570.52 - 2,694.00 27,888.47 98,152.99

All India 164,635.88 23,062.15 1,199.75 188,897.78 5,780.00 41,267.43 31,692.14 267,637.35

* (Source: Ministry of Power Central Electricity Authority) ORS :Other renewable sources

FY2015 was a good year for the Indian power sector. Power generation grew by 8.4% YoY, largely on the back of rising coal stock availability at majority of the power stations and increase in installed power capacity.

Sectoral Reforms In 2014-15 Reallocation of coal blocks through e-auction process New gas pooling mechanism to bailout 14,000 MW

of stranded power plants New Ultra Mega Power Project (UMPP) policy to

approach plug and play model Solar Mission launched Proposed allocation of ` 200 billion for creation

of National Investment in Infrastructure Fund (NIIF). The NIIF would invest in equity of various infrastructure finance companies

Proposed increase in public sector investment in infrastructure projects by ` 700 billion in FY 2015-16

Reiteration of the Renewable Energy power generation capacity of 175,000 MW by year 2022

Proposals to award five UMPPs of 4000 MW each under the Design, Build, Finance, Operate and Transfer (DBFOT) route

Government’s proposal to electrify 20,000 villages in the country by 2020 including electrification through off-grid solar power system.

(Source: KPMG)

Power Scenario In IndiaFor FY2015, India’s peak deficit came in at 3.5%, much lower than its historic average and the 4.5% of FY2014. With improvement in financial health of the State Electricity Boards, demand is likely to pick up over the near-to-medium term. Also, the Government’s focus on the manufacturing sector through its flagship initiative ‘Make in India’ is likely to drive demand higher.

Despite India ranking among the top power producers in the world, per capita power consumption in the country stood at 1010 kilowatt-hour (kWh) in 2014-15, compared with 957 kWh in 2013-14, still much lower than the world average at ~2980 kWh. This is owing to inadequate last mile transmission infrastructure and inefficient transmission and distribution which causes blackouts.

The new Government is dedicated to provide affordable 24x7 Power for All — homes, industrial and commercial establishments—and adequate power for farms, by 2019. Along with generation, the Government is also laying emphasis on the T&D space to improve PLF (plant load factor) levels, and improve financial health of SEBs and reduce Transmission losses.

2011

Nuclear Renewable Energy Source Hydro Thermal

GW400

350

300

250

200

150

100

50

02012 2017 2022

Planned Generation Capacity Additions (%)

CAGR +8%

39

92

3

11

18

6966

17

12

5

2220

167201

288

388

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Power Demand And Supply Conditions In India Over The Past Five Years

Year Requirement Availability Surplus(+)/Deficits(-)

(MU) (MU) (MU) (%)

2010-11 8,61,591 7,88,355 (73,236) (8.5)

2011-12 9,37,199 8,57,886 (79,313) (8.5)

2012-13 9,95,557 9,08,652 (86,905) (8.7)

2013-14 10,02,257 9,59,829 (42,428) (4.2)

2014-15 10,68,943 10,30,785 (38,138) (3.6)

(Source: powermin.nic.in)

POWER TRANSMISSION IN INDIAIn line with the impetus in power generation, the power transmission sector in the country has seen robust capacity addition in 2014-15. Around 18,000 circuit kilometres (ckt. km) of lines were added at the 220 kV and above voltage levels in the year (as of February 2015) against 13,600 ckt. km addition during the same period in 2013-14. Progress in transmission capacity addition at higher voltage levels remains steady. More than 50% of transformer capacity addition and one-third of line length addition during 2014-15 have been at the 765 kV level. Work on development of 1,200 kV UHVAC and 800 kV HVDC lines have also made good progress.

Integration of Renewable Energy is another key focus area for transmission planners. With the government’s ambitious plans to install 100 GW of solar power capacity by 2022 and 10 GW of wind power every year, evacuation of this power is the need of the hour. Realising this, the central transmission utility (CTU) is developing nine High Capacity Green Transmission Corridors (HCPTCs). The CTU has also announced a Desert Power Plan for evacuating solar and wind power from the desert regions of India by 2050.

Further, 11 HCPTCs being implemented by Power Grid Corporation of India (PGCIL) are making swift progress. Majority of these transmission lines and substation are expected to be commissioned in 2015-16. (Source: Indiainfrastructure.com)

One Nation – One GridThe Indian Power system is divided into five regional grids – Northern Grid, Southern Grid, Eastern, Western and North-Eastern Grids. With widening gap in electricity demand and supply between the regions, integration of the regional grids into one National Grid began with asynchronous HVDC back-to-back inter-regional links facilitating exchange of operational surpluses among the regions.

Commissioning of the 765kV S/c Raichur – Sholapur line completed India’s mission for ‘One Nation-One Grid’. A nationwide synchronous power grid has been established with inter-regional power transfer capacity of about 46,450 MW (December 2014). This capacity is envisaged to be augmented to about 72,250 MW by the end of the 12th Five Year Plan. Synchronisation of the regional grids will help in optimal utilization of natural resources by transfer of power from resource-centric regions to load-centric regions. Further, this shall pave way for establishment of a vibrant electricity market facilitating trading of power across regions. This vision opens up significant market opportunity for the power T&D industry.

Limitations In The Sector Government policies for the electricity sector have not fully resolved transmission and distribution problems or power quality issues. Despite increasing installed capacity over the years, there still remains a significant gap between demand and supply of electricity. Supplies to rural areas are interrupted in order to meet demand in cities and urban centres—a phenomenon set to worsen as urbanisation increases. Furthermore, level of power deficit varies across the states because of differences in the quality of governance and ineffective management of demand.

The transmission and distribution losses associated with India’s electricity system continue to be among the highest in the world. Almost a quarter of all power generated is lost through network inefficiencies, theft and inaccurate metering, with further losses occurring through wastage. These losses drive up the cost of electricity for all users. It is therefore essential to match investment in generation capacity with that in power transmission and distribution and even-out the 70:30 ratio that prevails. The investment required in the power transmission sector is about US$ 35 billion, out of which about US$ 19 billion is planned to come from PGCIL. The

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remaining US$ 16 billion (~46% of the total investments) would have to be secured from private players. It has, therefore, become the need of the hour to ensure much more private participation in the sector.(Source: Load Generation Balance Reports, Central Electricity Authority, Ministry of Power, cea.nic.in, economictimes.indiatimes.com, ficci.com)

India now has an installed power capacity of 158,000 MW with 30,000 MW more in the pipeline. Another 1,00,000 MW would be added from solar power over the next five years, as per the government’s plans. However, the country lacks sufficient infrastructure to evacuate all this power.

Overall, India’s peak demand and supply are forecasted at 156,862 MW and 152,754 MW for FY2015 and FY2016, respectively. This translates to a shortage of 4,108 MW, or a deficit of 2.6%. (Source: Economic Times)

Reasons For Optimism1. Growing Demand: Expansion in industrial activity led by ‘Make in

India’ to boost demand for electricity Growing population and increasing penetration

and per-capita usage Power consumption is estimated to increase

from 853 TWh in 2013 to 1,915 TWh in 2022

2. Attractive Opportunities: Large-capacity additions (189GW) targeted in

the 12th and 13th Five-Year Plans Ambitious projects and increasing investments

across the value chain Diversification into renewable sources

increasing growth avenues

3. Higher Investments: Total FDI in the power sector touched US$

9.4 billion in April 2000 to October 2014, accounting for 4.0% of total FDI inflow in India

Major investments earmarked by public and private sector companies

Around US$ 163 million has been allocated for solar power projects in Budget 2014-15

4. Policy Support: Elimination of licensing for various segments;

removal of entry barriers Cost reduction and rationalisation of tariffs;

development of UMPP

Fuel supply agreement of power producers with Coal India

100% FDI allowed in the power sector boosting inflows into this sector

Investments In The SectorElectricity demand in India is poised to see 5% CAGR over 2012-2035 with a target of 681 GW capacity addition.

Shifting focus to power transmission, the government would soon be launching a 20-year plan for the sector to keep pace with growing generation and its poll promise of ‘24x7 Power for All’. The plan, titled ‘Perspective Transmission Plan for 20 Years’ is being circulated to all states and sector stakeholders for their feedback.

India will thus witness huge addition in T&D lines over 2014-35—2,77,000 km new additions and 1,67,000 km refurbishments in transmission lines and 30,97,000 km additions and 37,96,000 km refurbishments in distribution lines. The current status of additional transmission network is 37,140 ckt. km.

INDIAN RAILWAYS SECTOR OVERVIEWIndian Railways ranks as the fourth-largest network in the world after the United States, Russia and China, spanning a total distance of 115,000 km. As the second largest commercial or utility employer in the world employing about 1.6 million people, its network of 65,800 route kilometer is more than 1.5 times the circumference of the earth.

There are 154 New Lines, 42 Gauge Conversions, 166 Doubling and 54 Railway Electrification projects planned across the country with throw-forward of ` 285,652 Crores (US$ 45.26 billion). For Railway Electrification projects, the throw-forward as of February 2015 has been estimated at ` 10,686 Crores. Foreign direct investment (FDI) into railway related-components from April 2000 to February 2015 was US$ 634.27 million.(Source: CIA World Factbook, Indiatoday, www.indianrailways.gov.in)

OutlookThe already massive network of the Indian Railways is growing at a healthy rate on the back of the rise in population and a growing economy that offers immense potential. In the next five years, the Indian railway network will be the third largest, accounting for 10% of the global market, with Metro Rail expected to be 70% of the railway market in India. By 2020, Indian Railway plans to achieve speed of 160-200 km/h from the current of 110-130 km/h. All these factors narrow down

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to the fact that the railways will see a massive shift from diesel-run trains to electric trains which would require significant investments and project executions in railway electrification.

Investments In The SectorThe numerous announcements in the Railway Budget 2014-15 and 2015-16 laid the path for railway network progress in the country. High impetus has been given by the government to boost railways and to bring newer regions under its coverage. In 2015-16, the government unveiled plans to invest a further US$137 billion in its rail network over the next five years.

Investment Proposals Under The Railway Budget 2014-15

Plan budget up 52% to ` 1.1 Lakh Crores for FY16 Investment worth US$137 billion for railways in the

next five years 77 projects worth ` 96,182 Crores allocated to

expand capacity Four dedicated freight corridors to be completed

this year Track capacity to be increased by 10% to 1.38 Lakh km

RAILWAY ELECTRIFICATIONRailway Electrification is rapidly gaining significance in the Indian context as the nation strives to improve facilities of the world’s third-largest railway network under a single management.

The government is now focusing on award of turnkey contracts and enhancing power of field units for award of contracts for Railway Electrification.

Modernization of the Railways is the theme of the day and the government’s focus is on two fundamental drivers - Safety and Growth - along with a five-pronged strategy:

Modernize core assets – they are key revenue generating assets

Explore new revenue models – to meet the funding needs for modernization and growth

Review projects – to ensure financial viability, social benefits and timely implementation

Focus on enablers – for a holistic and long-term approach to modernisation and execution

Information Technology – to improve operational efficiency

The government has announced that during 2015-16, railways will take up 6,608 km for electrification, a whopping increase of 1,330% over the previous year.

Upon electrification of railway routes, Indian railways is likely to save about half of the running cost vis-à-vis diesel run locomotives; the reason making electrification a valuable proposition. Simultaneously, there will be a huge market for the power T&D players in the nation as the Railways is expecting private companies as well as its own PSUs to invest in and execute the electrification projects. (Source: Indian Express)

COMPANY OVERVIEWBS Limited firmly believes that Electricity is the biggest catalyst for economic growth, for creating infrastructure, for improving the quality of life and generating employment opportunities for youth.

Established in 2004, the Company started as a tower manufacturer and within 11 years of operation, has grown into a preferred integrated services provider in the Power Transmission and Distribution space, executing prestigious projects and bringing India’s energy blueprint into reality.

Under the able leadership of Mr. Rajesh Agarwal, promoter and Chairman & Managing Director, your Company has progressively diversified into areas including Turnkey Services, EPC (Engineering, Procurement and Construction) Services to Power Transmission Sector, Renewable Energy and Trading Business. Notwithstanding the diversification, Power Transmission & Distribution remains its core and flagship business.

Your Company successfully went public in October 2010 raising ` 190 Crores and as of financial year-end on March 31, 2015 has a market capitalization in excess of ` 1,133 Crores.

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The Company has strong project execution capabilities; with capacity varying from 11kV to 1200kV in transmission lines and from 33kV to 400kV in substations. In 2010, BS Limited forayed into Build-Own-Operate-Maintain (BOOM) projects in consortium with two other companies for establishing a 765kV transmission system from Raichur to Sholapur, linking the Southern grid to the other regional grids. This created an All-India Synchronous Single-Frequency National Grid, and completed the ‘One-India-One-Grid-One-Frequency’ mission. Your Company is also proud to be executing the world’s first and largest 1200 kV Ultra-high Voltage Transmission Line between Wardha and Aurangabad.

As part of research and development, your Company is working hard to develop ‘Emergency Restoration System’ for immediate reinstatement of collapsed transmission lines due to natural calamities before permanent restoration work is taken up. The Company has made strides in developing trailer-mounted emergency mobile power systems to provide immediate power in various voltage spectrums and amperages in areas affected by natural calamities. Development efforts are underway for a mobile substation too, to complement our ERT sector efforts.

The integrated business model, large manufacturing capacity and quality output will help the Company foray into the international market with value-added services and cater to a diverse clientele.

Today, harnessing Renewable Energy is a top priority worldwide for energy security and also for carbon emission reduction. Your Company is planning to be a part of the Green Energy Corridors across the length and breadth of the country. Similarly, the Company is

also embarking on horizontal business expansion into Railway Electrification to make use of the tremendous opportunity seen in the sector.

OutlookKeeping the demand forecasts for the next decade in view, BS Limited has embarked upon a large and integrated programme to ensure inclusive growth. With expanded capacities and with addition of certain products in our manufacturing arsenal like anti-theft fasteners and high tensile fasteners, your Company is confident about achieving the pole position among transmission line providers in the country. With a 250% scaling up in the total capacity to about 7.36 Lakh MT p.a., your Company could well be one of the largest in the world!

In FY2016 and FY2017, BS Limited would concentrate on synchronizing the business divisions of the target companies, with its existing operations.

Additionally, your Company is looking to achieve a target of Zero Product Re-Work, in line with the global trend for “Zero Waste - Maximum Quality”. The Company is putting in place a system for frequent quality audits not only at project sites but at every point on the spectrum of the supply chain and across geographies.

BS Limited is poised to seize the opportunities arising out of: PGCIL’s ambitious plan to invest more than ̀ 100,000

Crores towards development of transmission infrastructure during the next three financial years

High Capacity Power Transmission Corridors (HCPTCs), inter-regional links for grid strengthening, system strengthening schemes etc.

The Indian power sector’s investment potential of ` 15 Lakh Crores (US$ 237.35 billion) in the next 4-5 years.

Pan-India presence with 8 regional offices and project offices across the country.

Backward-Integrated Structural Steel Mill of 120,000 MTPA capacity

One of the largest Tower Manufacturing facilities of 240,000 MTPA capacity

500-800 strong employees led by able management.

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The Government’s promise to tender out power transmission projects worth ̀ 1 Lakh Crores in a year

Renewable Energy industry attracting foreign investment

Indian Railways’ plans to add 25,000 km of new lines by 2020 and electrify the routes

Investment announcement in Railway Budget amounting to ` 8 Lakh Crores for modernization and capacity building of Indian Railway in next 5 years

Thus, your company firmly believes that the future prospects of the transmission business are great and it belongs to your Company.

CORE STRENGTHS Integrated business model enabling higher margins In-house manufacturing facility for cost and time

efficiency in EPC/Turnkey projects Lean asset model by procuring only core and

scarce equipment and leasing non-core equipment machinery

Long term vendor relationships for effective procurement

Pre-bid tie ups for key components Strong order book of more than ` 2600 Crores Consistent financial performance and growth trajectory Professional and experienced management team

INORGANIC EXPANSION (Announced in May 2015)

BS Limited plans to acquire synergetic and operative assets of the following four companies:

Agarwal Steels Structures India Private Limited Durafast Automotive Private Limited NHS Metals Private Limited Rajesh Sandhi Infras and Metals Private Limited

At a net consideration of ` 937 Crores against issue of equity shares of the Company. Subject to regulatory approval, the acquisition will significantly improve bidding capability, provide sustainable operational and financial synergy benefits and facilitate scaling up the value chain, apart from expansion into Railway electrification under EPC.

FINANCIAL PERFORMANCE Revenues

During the current year, the total revenue from operations stood at ` 2682.3 Crores as against ` 2,327.1 Crores for FY 2013-14 showing an increase of 15.26%.

Operating expenditure The total operating expenditure increased by 14.11%

to ` 23,77.9 Crores in fiscal 2014-15 from ` 2083.8 Crores in the previous year.

EBITDA The EBITDA increased to ` 295.3 Crores against

` 236.9 Crores in the year 2013-14 and PBT of the Company increased to ` 113.2 Crores during the year under review against ` 105.1 Crores in 2013-14. EBITDA margins increased to 11.05% of the total income.

Depreciation The depreciation for the year increased to ` 48.1

Crores compared with ` 28.9 Crores in the previous year.

Profit after Tax (PAT) The Profit after Tax (PAT) for FY 2014-15 is up 6.82%

to ̀ 75.2 Crores against ̀ 70.4 Crores for FY 2013-14. Net Worth

The net worth of the Company increased to ` 589.3 Crores at the end of fiscal 2014-15 from ` 511.4 Crores at the end of fiscal 2013-14.

RISK MANAGEMENT AND MITIGATIONFollowing are certain risks perceived by the Company that may affect its business and how the Company prepares to hedge them:

1. Operational Risk The Company’s operations can be adversely

affected due to time and cost overrun. No Company is insulated from vagaries of time. BS

Limited has an integrated operations model and a portfolio mix of Tower Manufacturing and EPC in Power T&D. Going ahead, the Company is also horizontally expanding into Railway Electrification. This provides the Company the required technical expertise, predictable supply chains and so on to reduce business risks and maintain healthy order books, build qualifications, spread client base, and enhance profitability.

2. Raw Material Risk Price bargaining by suppliers could lead to raw

material procurement risks for the company increasing input cost leading to lower margins.

With the recent value-chain expansion, the Company is one of the largest integrated service

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providers in the Power T&D space in India. The enhanced scale, capability and expertise give it superior pricing power for procurement. It also enables effective cost control and deliver quality in the shortest timeframe and at competitive rates. As for raw materials, the Company enters into pre-bid tie-ups for key commodities to mitigate material scarcity or price pressures.

3. Competition Risk Competition in the segment from rising number

of market players may lead to difficulties to bag orders thus hampering operational stability.

The Company’s focus is on operational competence, modern technology, skilled workforce and timely execution of projects for customer satisfaction and repeat orders. As an ISO certified Company, BS Limited delivers quality products and services. Also, the significantly higher capacity post expansion and net worth makes the Company eligible to bid for a higher league of contracts.

4. Demand Risk Fall in demand will affect scale of operations and

hence the Company’s sustainability quotient. While the Company’s tower business follows a

need-based procurement model, power is a growth sector and also the focus of the government. As per the Central Electricity Authority (CEA), the country will need nearly 90,000 ckt. km of high voltage transmission lines and about 154,000 MVA installations of new substations ahead to match demand. There is ample opportunity abroad too, especially in the MENA region that the company has recently forayed into.

5. Diversification Risk Over-dependence on a particular business vertical

may expose the Company to risks of sectoral downturn.

BS Limited has diversified revenue sources with a portfolio mix of EPC and tower manufacturing in T&D and BOOM project, across geographies and clientele, to counter risks of concentration.

INTERNAL CONTROL SYSTEMSBS Limited has a well-equipped internal audit department, which executes a regular independent appraisal of various

activities undertaken by the Company. The internal audit department is headed by senior management personnel with reporting lines to the Chairman & Managing Directors. The audit function maintains its independence and objectivity, while carrying out assignments. Consistently, it evaluates the adequacy and effectiveness of internal control mechanism; adherence to policies as also procedures and suggests measures to strengthen as well as streamline control for timely action by the Managing Directors against various risks. The Chairman & Managing Directors review the internal audit performances on a continuous basis, give directions to the functionaries and assess the effectiveness of internal control systems.

CAUTIONARY STATEMENTStatements made in the Management Discussion and Analysis Report describing the Company’s objectives, expectations or predictions may be forward looking within the meaning of applicable securities laws and regulations. Actual results may differ materially from those expressed in the statement. Important factors that could influence the company’s operations include global and domestic supply and demand conditions affecting selling prices of the finished goods, input availability and prices, changes in government regulations, tax laws, economic developments within the country and other factors such as litigation and industrial relations.

Statements in this document that are not historical facts are forward-looking statements. These forward-looking statements may include the company’s objectives, strategies intentions, projections, expectations and assumptions regarding the business and the markets in which the Company operates. The statements are based on information which is currently available to us and the company assumes no obligation to update these statements as circumstances change. There may be material difference between actual results and those expressed herein. The risks, uncertainties and important factors that could influence the Company’s operation and business are global and domestic economic conditions the market demand and supply for products, price fluctuations, change in the government’s regulations statutes and tax regimes and other factors not specifically mentioned herein but those that are common to the industry.

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Report on Corporate Governance

REPORT ON CORPORATE GOVERNANCE

Corporate Governance signifies role of the management as the trustees to the property of the Shareholders and acceptance of the inherent rights of the Shareholders by the Management. Corporate Governance is a framework which helps various Participants viz. Shareholders, Board of Directors and Company’s Management, in shaping the Company’s performance and the way it is proceeding towards attaining its goals.

I. COMPANY’S PHILOSOPHY ON THE CODE OF CORPORATE GOVERNANCE:

The Company’s philosophy of Corporate Governance is founded on the pillars of fairness, accountability, disclosures and transparency. These pillars have been strongly cemented which is reflected in your Company’s business practices and work culture. The sound governance processes and systems guide the Company on its journey towards continued success. The practice of responsible governance has enabled your Company to achieve sustainable growth while meeting the aspirations of its Stakeholders and societal expectations.

Through the governance mechanism, the Board along with its Committees undertake its fiduciary responsibilities to all its Stakeholders by ensuring transparency, fair play and independence in its decision-making.

The Company’s Corporate Governance Philosophy has been further strengthened by adopting a Code of Conduct and Ethics and Code of Conduct for Prevention of Insider Trading for Board and Senior Management Personnel. The Code has been communicated to Directors and the Senior Management Personnel. The Code has also been displayed on the Company’s website www.bslimited.in.

The Company is in compliance with the latest provisions of Clause 49 of the Listing Agreement, as amended from time to time.

II. BOARD OF DIRECTORS The Company’s policy is to have a proper blend of Executive and

Non-Executive Directors to maintain independence of the Board and at the same time separate Board’s functions of governance from management. None of the Directors on the Board are Members of more than 10 Committees or Chairman of more than Five Committees as specified under Clause 49, across all the Companies in which he/she is a Director. Necessary Disclosures regarding Committee positions in other Public Companies as at March 31, 2015 have been made by the Directors.

As on March 31, 2015, the Company’s Board of Directors consisted of 4 (Four) Directors, of whom 2 (Two) are Independent Directors. All the existing Non Executive Independent Directors have been

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appointed by the Shareholders at the last Annual General Meeting of the Company, held on September 30, 2014, for a term of Five years and none of them serve as Independent Directors in more than Seven Listed Companies. The Executive Chairman of the Board of Directors is the Promoter Director. The day-to-day management of the Company is conducted by the Chairman & Managing Director of the Company subject to supervision, direction and control of the Board of Directors. The Composition of the Board of Directors is in conformity with Clause 49 of the Listing Agreement entered into with the Stock Exchanges.

The details of the Composition, Nature of Directorship and relationship of Directors with each other as on March 31, 2015 are detailed below:

S. No. Name of the Director Category No. of Shares held

1. Mr. Rajesh Agarwal Managing Director / Promoter 282,517,480

2. Mr. Arun Dogra Whole Time Director Nil

3. Mr. Mahesh Kumar Khera Independent / Non-Executive Director Nil

4. Mr. A. Gopalakrishnan Iyer Independent / Non-Executive Director Nil

Board Procedure The Board meets at least once in a quarter to review

the Quarterly Financial Results and operations of the Company. In addition to the above, the Board also meets as and when necessary to address specific issues concerning the business.

The Board Meetings are governed by a structured Agenda. Comprehensively drafted notes for each Agenda items along with back ground materials, wherever necessary, are circulated well in advance to the Committees / Board, to enable them for making value addition as well as exercising their business judgment, in the Committee / Board Meetings. Where it is not practicable to attach any document to the Agenda, then same is placed before the Board at the Meeting. The Board Members may bring up any matter for consideration of the Board, in consultation with the Chairman.

In case of business exigencies or urgency of matters, resolutions are passed by circulation and same are placed before the Board in the next Meeting. Video conferencing facilities are used, as and when required, to facilitate Directors to participate in the Meetings.

The Companies Act, 2013, (the Act 2013) read with the relevant rules made thereunder, now facilitates the participation of a Director in the Board / Committee Meetings through video conferencing or other audio visual means. Accordingly, the

option to participate in the Meetings through video conferencing was made available to the Directors, except in respect of restricted items which are not permitted to be transacted through video conferencing.

The Board is apprised on the Company’s performance, operations, plans and other matters on a periodic basis, covering all business areas of the Company. The Company regularly places, before the Board for its review, all the information as required under Annexure X to Clause 49 of the Listing Agreement, such as Annual Operating Plans, CAPEX Budget and its Quarterly updates, Quarterly Results, Minutes of Meetings of Audit Committee and of all other Committees of the Board, Quarterly details of Foreign Exchange exposures, Risk Management and mitigation measures, Report on Compliance of all laws applicable to the Company, prepared by the Company as well as steps taken by the Company to rectify instances of non-compliances, if any, etc.

During the year under review, the Board of Directors of the Company met 5 times on May 30, 2014, August 14, 2014, September 30, 2014, November 14, 2014 and February 14, 2015. The Maximum time gap between any Two Board Meetings did not exceed One Hundred and Twenty days. Besides, the Independent Directors held a Separate Meeting for the purpose required as per the applicable provisions of the Companies Act 2013 and Clause 49 of the Listing Agreement.

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Attendance of Directors at Board Meetings and other Directorships during the Financial Year 2014-15:

S. No. Name of the Director Attendance Particulars Total

Directorships*

Committee

Memberships**

Committee

ChairmanshipsBoard

Meeting

Last

AGM

1. Mr. Rajesh Agarwal 5 Yes 11 4 2

2. Mr. Rakesh Agarwal@ 0 No 7 1 0

3. Mr. Mukesh Agarwal@ 0 No 3 0 0

4. Mr. Arun Dogra# 3 Yes 3 0 0

5. Dr. Subrata Kumar De$ 2 No 3 2 2

6. Mr. Mahesh Kumar Khera 5 Yes 3 5 3

7. Mr. A. Gopalakrishnan Iyer 5 Yes 5 5 0

* Includes Private Companies and Companies incorporated outside India

** includes Committees where the Director holds the position of Chairman.

@ Ceased to be a Director of the Company effective May 30, 2014.

# Appointed as Whole Time Director effective August 14, 2014

$ Ceased to be Independent Director of the Company effective September 02, 2014

III. COMMITTEES OF THE BOARD The Board has, in order to make a focused

attention on business and for better governance and accountability, constituted the following mandatory Committees, viz., Audit Committee, Stakeholders’ Relationship Committee, Nomination and Remuneration Committee and Corporate Social Responsibility Committee. The terms of reference of these Committees are determined by the Board and their performance reviewed. Meetings of each of these Committees are convened by the respective Chairman of the Committee, who also informs Board about the summary of discussions held in the Committee Meetings. The Minutes of the Committee Meetings are placed before the subsequent Board Meetings. The Company Secretary and Compliance Officer of the Company will be the Secretary to all of the above Committees.

1. Audit Committee: The primary objective of the Audit Committee is

to monitor and provide effective supervision of the Management’s Financial Reporting process with a view to ensure accurate, timely and proper disclosure and transparency, integrity and quality of Financial Reporting.

The Audit Committee assists the Board in its responsibility for overseeing the quality and integrity of the Accounting, Auditing and Reporting practices of the Company and its compliance with the Legal and Regulatory requirements. All members of the Audit Committee are financially literate.

The Board at its Meeting held on May 30, 2014, has amended and enhanced the terms of reference of the Audit Committee. The current charter of the Audit Committee, after such amendment, is in line with the Regulatory Requirements mandated by Companies Act, 2013, SEBI and Clause 49 of the Listing Agreement.

Brief Description of Terms of Reference The broad terms of reference, roles and

responsibilities of the Audit Committee as per the provisions of the Companies Act, 2013 and the Rules made thereunder and Clause 49 of the Listing Agreement are as under:

1. Overseeing the Company’s Financial Reporting process and the disclosure of its Financial Information to ensure that the Financial Statements are correct, sufficient and credible.

2. Recommending to the Board, the appointment, reappointment and, if required, the replacement or removal of the Statutory Auditor, fixing of Audit fees and approving payments for any other service.

3. Recommending to the Board of Directors, the appointment of Cost Auditor for the Company.

4. Reviewing, with the management, the Annual Financial Statements before submission to the Board for approval, with particular reference to:

a. Matters required to be included in the Directors’ Responsibility Statement to be included in the Board’s Report in terms of Section 134(3)(c) of the Companies Act, 2013;

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b. Changes in the Accounting Policies and practices and the reasons for the same, major accounting entries and significant adjustments made in the Financial Statements arising out of audit findings;

c. Compliance with Listing and other legal requirements relating to Financial Statements;

d. Disclosure of any Related Party Transactions; and

e. Qualifications in the draft Audit Report, if any. 5. Reviewing with the management Quarterly

Financial Statements, Standalone as well as Consolidated before submission to the Board for approval.

6. Reviewing, with the management, the statement of uses / application of funds raised through an issue (Public Issue, Rights Issue, Preferential Issue, etc.), the Statement of funds utilized for purposes other than those stated in the Offer document / Prospectus / Notice and the Report submitted by the monitoring agency monitoring the utilisation of proceeds of a Public or Rights Issue, and making appropriate recommendations to the Board to take up steps in this matter;

7. Reviewing of the Cost Auditors’ Report. 8. Reviewing with the management performance

of Statutory and Internal Auditors. 9. Review and monitor the Auditor’s independence

and performance, and effectiveness of Audit process;

10. Approval or any subsequent modification of transactions of the Company with Related Parties;

11. Reviewing the adequacy of Internal Audit function, if any, including the structure of the Internal Audit Department, staffing and seniority of the official heading the Department, reporting structure coverage and frequency of Internal Audit;

12. Discussion with the Internal Auditors on any significant findings and follow-up thereon.

13. Reviewing the internal investigations by the Internal Auditors into matters where there is a suspected fraud or irregularity or failure of internal control systems of a material nature and reporting the matter to the Board.

14. Discussion with the Statutory Auditors before the Audit commences, about the nature and scope of Audit as well as post-audit discussion to ascertain any area of concern.

15. Reviewing reports furnished by the Internal Auditors and Statutory Auditors and ensuring suitable follow-up thereon.

16. Looking into reasons for substantial defaults in payment to the Depositors, Debenture holders, Shareholders and Creditors, if any.

17. Approval of the appointment of the Chief Financial Officer of the Company (i.e., the Whole Time Finance Director or any other person heading the finance function or discharging that function) after assessing the qualifications, experience and background, etc. of the candidate;

18. Reviewing the Company’s Internal Financial Control and Risk Management policies.

19. Scrutiny of Inter Corporate Loans and Investments; 20. Reviewing, with the management and the

Statutory Auditors, anticipated changes in the Accounting Standards.

21. Reviewing the Management Discussion and Analysis of the financial condition and results of operations.

22. Reviewing the Statements of significant Related Party Transactions, the Financial Statements and investments made by the Unlisted Subsidiary Companies.

23. Review of the Whistle Blower Mechanism of the Company as per the Whistle Blower Policy; and

24. Carrying out any other function referred to by the Board of Directors from time to time.

25. In addition, reviewing of such other functions as envisaged under Section 177 of the Act 2013 and Clause 49 of the Listing Agreement.

The Audit Committee is empowered, pursuant to its terms of reference, inter alia, to:

1. Investigate any activity within its terms of reference;

2. Seek information from any employee; 3. Obtain outside legal or professional advice; 4. Secure attendance of outsiders with relevant

expertise, if it considers necessary.

The Audit Committee invites such of the Executives, as it considers appropriate (and particularly the head of the Finance function) to be present at its Meetings. The Statutory Auditors are also invited to the Meetings.

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Five Meetings of the Committee were held during the year under review i.e. on May 30, 2014, August 14, 2014, September 30, 2014, November 14, 2014 and February 14, 2015. The Composition, Meetings and Attendance of Directors as on March 31, 2015 are as under:

S. No. Name of the Director Category Status No. of Meetings

held

No. of Meetings

attended

1. Mr. Mahesh Kumar Khera# Independent Director Chairman 5 5

2. Dr. Subrata Kumar De* Independent Director Member 5 2

3. Mr. A. Gopalakrishnan Iyer Independent Director Member 5 5

4. Mr. Rajesh Agarwal@ Executive Director Member 5 5

5. Mr. Arun Dogra$ Executive Director Member 5 0

* Ceased to be Chairman with effect from September 02, 2014.

# Appointed as Chairman with effect from September 30, 2014.

@ Ceased to be Member with effect from May 30, 2015.

$ Appointed as Member with effect from May 30, 2015.

The quorum as required under Clause 49(III)(B) of the Listing Agreement was maintained at all the Meetings. The Company Secretary and Compliance Officer of the Company, is the Secretary of this Committee.

2. Nomination and Remuneration Committee: The Nomination and Remuneration Committee was

constituted to discharge the Board’s responsibilities relating to the Compensation of the Company’s Executive Directors and Senior Management. The Remuneration and Compensation Committee has the overall responsibility of evaluating and approving the Compensation plans, policies and programs for Executive Directors and Senior Management of the Company.

During the year under review, the terms of reference of the Committee have been revised so as to be incompliance with provisions of Section 178 of the Companies Act 2013 and Clause 49 of the Listing Agreement, as amended.

Brief Description of Terms of Reference (a) Considering succession planning taking into

account the challenges and opportunities faced by the Company, and what skills and expertise are needed from members of the Board in the future.

(b) Ensuring that on appointment to the Board, the Non-Executive Directors receive a formal

letter of appointment setting out clearly what is expected of them in terms of time commitment.

(c) Identifying persons who are qualified to become Directors and who may be appointed in Senior Management and recommending to the Board their appointment and removal.

(d) Formulating the criteria for determining qualifications, positive attributes and independence of a Director.

(e) Carrying out evaluation of the performance of the Board, individual Directors and of the various Board Committees.

(f) Devising a policy on Board diversity. (g) Recommending to the Board a policy,

relating to the remuneration to be paid to the Directors, Key Managerial Personnel and other employees of the Company, and revision thereof from time to time based on evaluation of performance, keeping in view the provisions of Listing Agreement with Stock Exchanges.

(h) Overseeing the Company’s Stock Option Scheme(s) and long term Incentive Plan which includes determination of eligibility for benefits and approval of total annual payments.

(i) Performing such other functions as have been referred / may be referred by the Board or required in accordance with the Act, Listing Agreement or SEBI Regulations as amended from time to time.

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During the year under review, Five Meetings of the Committee were held i.e. on May 30, 2014, August 14, 2014, September 30, 2014, November 14, 2014 and February 14, 2015. The Composition, Meetings and Attendance of Directors as on March 31, 2015 are as under:

S. No. Name of the Director Category Status No. of Meetings

held

No. of Meetings

attended

1. Mr. Mahesh Kumar Khera* Independent Director Chairman 5 4

2. Dr. Subrata Kumar De# Independent Director Member 5 2

3. Mr. A. Gopalakrishnan Iyer Independent Director Member 5 4

* Appointed as Chairman with effect from September 30, 2014.

# Ceased to be Chairman with effect from September 02, 2014.

Remuneration Policy The Nomination and Remuneration Committee

formulate policies to ensure that-

The level and Composition of Remuneration is reasonable and sufficient to attract, retain and motivate Director(s) of the quality required to run the Company successfully;

Relationship of Remuneration to performance is clear and meets appropriate performance benchmarks; and

Remuneration to Director(s), Key Managerial Personnel (KMP) and Senior Management Personnel (SMP) of the Company involve a balance between fixed and incentive pay reflecting short and long-term performance objectives appropriate to the working of the Company and its goals.

Executive Director(s) The Nomination and Remuneration Committee

will determine the Remuneration payable to the Executive Director(s) and recommend to the Board for its approval. The Board’s approval shall be subject to the prior approval or post approval ratification of the Shareholders of the Company and / or Central Government, if required under applicable law. The Remuneration payable to the Executive Chairman, Managing Director and Whole Time Director of the Company shall be in accordance with the applicable percentage(s) / slab(s) / condition(s) as set out in (i) the Articles of Association of the Company and (ii) the Companies Act 2013 and any Rules made thereunder, which may be in force, from time to time.

Non- Executive / Independent Director(s) The Non-Executive / Independent Director(s) will

receive Remuneration by way of fees for attending Meetings of Board or any Committee in which Director(s) is Member, provided that, the amount of such Sitting Fees shall not exceed (i) ` 100,000 (Rupees One lakh) per Meeting of the Board or (ii) Such other amount as may be prescribed by the Central Government from time to time.

Equity based Remuneration Subject to the provisions of the Companies Act

2013, all Director(s), KMP and SMP of the Company shall be entitled to avail any Stock Options including Stock Appreciation Rights or such other benefits if issued by the Company, except for:

i) An Employee, who is Promoter(s) or Relative(s) of the Promoter(s);

ii) Any Director(s) holding more than 10% (Ten Percent) Equity Shares of the Company, either directly or indirectly.

The Equity based Remuneration to Executive Chairman, Managing Directors and Whole Time Director(s) of the Company shall be subject to limits prescribed under the Companies Act 2013 or any Rules framed thereunder and any other applicable law including Securities Laws in India. An Independent Director shall not be entitled to take part in any Stock Option plan issued by the Board for the Employees of the Company.

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The details of Remuneration to all the Directors for the period under review are as follows:

Sitting Fees paid to Independent Directors:

S. No. Name of the Director Sitting Fee (`)

1. Mr. Mahesh Kumar Khera 200,000

2. Dr. Subrata Kumar De* 140,000

3. Mr. A. Gopalakrishnan Iyer 200,000

* Ceased to be Director with effect from September 02, 2014

Remuneration paid to Executive Directors:

Name Salary & Incentives Value of

Perquisites

Contribution to

Provident Fund

ESOPs Total

Mr. Rajesh Agarwal 4,800,000 - - - 4,800,000

Mr. Arun Dogra 631,717 - - - 631,717

3. Stakeholders’ Relationship Committee: The Committee has been set up with an optimum

mix of Independent Directors & Promoter Directors. The Committee is headed by an Independent Director as Chairman. As required by Securities and Exchange Board of India (SEBI), Ms. Alka Kumari, Company Secretary, is the Compliance Officer of the Company and the Secretary of the Committee.

The Stakeholders’ Relationship Committee oversees and reviews all the matters connected with Share Transfers, Issue of Duplicate Share Certificates and other issues pertaining to Shares. The Committee

also looks into redressal of investors’ grievances pertaining to Transfer of Shares, Non-Receipt of Balance Sheet, Non-Receipt of declared Dividends, etc. The Company has appointed M/s. Karvy Computershare Private Limited as the Registrar and Transfer Agent to handle investor grievances in coordination with the Compliance Officer. All grievances can be addressed to the Registrar and Share Transfer Agent. The Company monitors the work of the Registrar to ensure that the investor grievances are settled expeditiously and satisfactorily.

During the year under review, Five Meetings of the Committee were held i.e. on May 30, 2014, August 14, 2014, September 30, 2014, November 14, 2014 and February 14, 2015. The Composition, Meetings and Attendance of Directors as on March 31, 2015 are as under:

S. No. Name of the Director Category Status No. of Meetings

held

No. of Meetings

attended

1. Mr. Mahesh Kumar Khera Independent Director Chairman 5 5

2. Mr. A. Gopalakrishnan Iyer Independent Director Member 5 5

3. Mr. Rajesh Agarwal* Executive Director Member 5 5

4. Mr. Arun Dogra# Executive Director Member 5 -

* Ceased to be Member with effect from May 30, 2015.

# Appointed as Member with effect from May 30, 2015.

The Status of queries and complaints received during the Financial Year ended March 31, 2015 are given herein below:

Number of Shareholders’ Complaints received so far:The Company has received 42 Complaints from the Investors of

the Company.

Number not solved to the satisfaction of Shareholders: All the above mentioned Complaints have been resolved to the

satisfaction of the investors.Number of pending Complaints: No Investor Complaints are pending as on March 31, 2015

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Reconciliation of Share Capital Audit: A Qualified Practicing Company Secretary carries out a Reconciliation of Share Capital Audit on a quarterly basis

to reconcile the total Admitted Capital with National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL) and the total Issued and Listed Capital and places the Report for perusal of the Board. The Reconciliation of Share Capital Audit Report confirms that the total Issued and Listed Capital is in agreement with the total number of Shares in physical form and the total number of Dematerialized Shares held with NSDL and CDSL.

4. Corporate Social Responsibility Committee The Corporate Social Responsibility Committee (“CSR Committee”) comprises of 3 (Three) Directors of whom 2 (Two)

Directors are Non-Executive & Independent Directors. The Composition of Directors of the CSR Committee is as under:

S. No. Name of the Director Category Status

1. Mr. Rajesh Agarwal Executive Director Chairman

2. Mr. Mahesh Kumar Khera Independent Director Member

3. Mr. A. Gopalakrishnan Iyer Independent Director Member

Brief Description of Terms of Reference(a) To formulate and recommend to the Board, a Corporate Social Responsibility Policy which shall indicate the

activities to be undertaken by the Company as specified in Schedule VII and to ensure that Company’s Social, Environmental and Economic activities are aligned with each other;

(b) To recommend the amount of expenditure to be incurred on the activities to be undertaken by the Company;(c) To monitor the Corporate Social Responsibility Policy of the Company from time to time and to review

performance against agreed targets;(d) To institute a transparent monitoring mechanism for implementation of the CSR projects or programs or

activities undertaken by the Company.(e) To consider such other matters and issues in relation to CSR as may be stipulated by the Board from time to time.

5. Risk Management CommitteeAs per the requirement of Clause 49 of the Listing Agreement, the Company has constituted a Risk Management Committee to oversee the risk management efforts in the Company.

The Composition of the Committee is as under:

S. No Name of the Director Designation Chairman/ Member

1 Mr. Rajesh Agarwal Chairman & Managing Director Chairman

2 Mr. Arun Dogra Whole Time Director Member

3 Mr. Mahesh Kumar Khera Director Member

4 Mr. A. Gopalakrishnan Iyer Director Member

5 Mr. S. Rajagopalan CEO – Power Member

6 Mr. Venkat Ukkalam President – HR, Admin & Legal Member

7 Mr. Ritesh Tawry DGM – Finance & Accounts Member

Brief Description of Terms of Reference1. To monitor and review the risk management plan;2. To review Operational risk (including sub risk for operational risk), Information Technology risk and Integrity risk;3. To take strategic actions to mitigate the risk associated with the nature of the business;4. To appraise the Board of Directors at regular intervals regarding the process of putting in place a progressive

Risk Management System, Risk Management Policy and Strategy.5. To lay down procedure to inform Board members about the risk assessment and minimization procedures.6. To do such other acts, deeds and things as may be directed by the Board from time to time in order to comply

with the applicable laws.

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IV. GENERAL BODY MEETINGS:Date, Time and Location, where last Three AGMs held:

Year Location Date & Time No. of Special Resolutions

passed at the AGM

2012 Occasions, Hotel “Best Western” Jubilee Ridge, # 38&39,

Kavuri Hills, Rd. No. 36, Jubilee Hills, Hyderabad, 500036

September 29, 2012

at 11.00 AM

4

2013 Occasions, Hotel “Best Western” Jubilee Ridge, # 38&39,

Kavuri Hills, Rd. No. 36, Jubilee Hills, Hyderabad, 500036

September 19, 2013

at 2.30 PM

3

2014 Occasions, Hotel “Best Western” Jubilee Ridge, # 38&39,

Kavuri Hills, Rd. No. 36, Jubilee Hills, Hyderabad, 500036

September 30, 2014

at 2.30 PM

8

All the Special Resolutions set out in the Notices for the Annual General Meetings were passed by the Shareholders at the respective Meetings with Requisite Majority.

Whether any Special Resolution passed last year through Postal Ballot: During the year, no resolutions were passed through postal ballot.

Whether any Special Resolution is proposed to be conducted through Postal Ballot: None of the business proposed to be transacted in the ensuing Annual General Meeting require passing of Special Resolution through Postal Ballot.

V. SHAREHOLDERS Disclosures regarding the Appointment or Re-

appointment of Directors. The brief resumes and other requisite details,

as required to be disclosed under Clause 49 of the Listing Agreement, of the Directors seeking appointment / re-appointment at the ensuing Annual General Meeting (“AGM”) are given as part of the Notice convening the Eleventh Annual General Meeting of the Company.

Investor Grievances and Share Transfer System The Stakeholders’ Relationship Committee is

responsible to examine and redress complaints from Shareholders and investors. The Company has appointed M/s. Karvy Computershare Pvt. Ltd., as Registrar and Share Transfer Agent, which is fully equipped to carry out share transfer activities and redress investor complaints. The Company Secretary of the Company is the Compliance Officer for redressal of all Shareholders’ grievances.

VI. CODE FOR PREVENTION OF INSIDER TRADING: BS Limited’s Code of Conduct for Prevention of

Insider Trading covers all the Directors, Senior Management Personnel, persons forming part of Promoter(s) / Promoter Group(s) and such other Designated Employees of the Company, who are expected to have access to unpublished price

sensitive information relating to the Company. The Directors, their Relatives, Senior Management Personnel, persons forming part of Promoter(s) / Promoter Group(s), Designated Employees etc. are restricted in purchasing, selling and dealing in the Shares of the Company while in possession of unpublished price sensitive information about the Company as well as during the Closure of Trading Window. The Trading Window is closed during the time of Declaration of Results, Dividend and occurrence of any material events, as per the Code.

All the Directors, Senior Management Personnel, persons forming part of Promoter(s)/ Promoter Group(s) and other Designated Employees of the Company are restricted from entering into opposite transaction, i.e., buy or sell any number of shares during the subsequent Six Months following the prior transaction. The Board of Directors at its Meeting held on May 30, 2015 approved and adopted the ‘BS Limited - Code of Conduct to Regulate, Monitor and Report Trading by Insiders’ in line with SEBI (Prohibition of Insider Trading) Regulation, 2015. The Board at its aforesaid Meeting also approved the ‘BS Limited - Code for Fair Disclosure’ and a copy of the same is available on the Company’s website www.bslimited.in

VII. CODE OF CONDUCT Your Company has adopted a Code of Conduct for

all the employees including Board Members and Senior Management Personnel of the Company in accordance with the requirement under Clause 49 of the Listing Agreement. The Code of Conduct has been posted on the website of the Company. All the Board Members and the Senior Management Personnel have affirmed their compliance with the said Code of Conduct for the Financial Year ended March 31, 2015. The declaration to this effect signed by the Chairman & Managing Director of the Company forms part of the report. A copy of the Code is available on the Company’s website www.bslimited.in

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VIII. SUBSIDIARY COMPANIES The Company does not have any Material Non-

Listed Indian Subsidiary Company in terms of Clause 49 (V) of the Listing Agreement and hence it is not mandatory to have an Independent Director of the Company on the Board of Subsidiary Company. The Minutes of the Board Meetings of the Subsidiary Companies are placed at the Meeting of the Board of Directors of the Company on periodical basis. The Audit Committee reviews the Financial Statements including investments made by the Company in Non-Listed Subsidiary Companies.

The Accounts of all the Subsidiaries are placed before the Directors of the Company on a Quarterly basis and the attention of the Directors is drawn to all significant transactions and arrangements entered into by the Subsidiary Companies.

IX. RELATED PARTY TRANSACTIONS (‘RTP’) Your Company enters into various transactions with

Related Parties as defined under Section 2(76) of the Companies Act, 2013 in its ordinary course of business. All the RPTs are undertaken in compliance with the provisions set out in Companies Act, 2013 and Clause 49 of the Listing Agreement. The Audit Committee and the Board of Directors of the Company have formulated the Policy on dealing with RPTs and a Policy on materiality of RPTs which is uploaded on the website of the Company www.bslimited.in

The Company has a robust process for RPTs and the transactions if any, with Related Parties are referred to the Audit Committee for its approval at the scheduled Quarterly Meetings or as may be called upon from time to time along with all relevant and stipulated information of such transaction(s).

During the Financial Year ended March 31, 2015, the Company has entered into RPTs in the ordinary course of business and on Arms’ Length Basis; and in accordance with the provisions of the Companies Act, 2013 read with the Rules issued thereunder, Clause 49 of the Listing Agreement and the Policy of the Company on dealing with RPTs. During the Financial Year ended March 31, 2015, there are no transactions with Related Parties which qualify as a material transaction in terms of the applicable provisions of Clause 49 of the Listing Agreement. The details of the RPTs are set out in the Notes to Financial Statements forming part of this Annual Report.

The details of the remuneration paid to the Key Managerial Personnel appointed by the Company in accordance with the provisions of Section 203 of

the Companies Act, 2013 is set out in the Board’s Report forming part of this Annual Report.

Details of employees, who are Relatives of the Directors, holding an office or place of profit in the Company pursuant to Section 188 of the Companies Act, 2013:

The following are the details of the remuneration payable to the employee(s) of your Company, who are relatives of Director(s), holding office of place of profit in the Company as on March 31, 2015:

Name of the

Office Bearer

Nature of Relationship

with the Director

Remuneration

(`)

Ms. Reema

Agarwal

Relative of Mr. Rajesh

Agarwal

2,400,000

In terms of Sections 177, 188 and other applicable provisions, if any, of the Companies Act, 2013 read with the Rules issued thereunder (including any statutory modification(s) or reenactment(s) thereof for the time being in force) the appointment and remuneration payable to the aforesaid is approved by the Audit Committee and noted by the Board of Directors and is ratified / approved by the Shareholders of the Company at the Annual General Meeting held on September 30, 2014.

Directors with Material Pecuniary or Business Relationship with the Company

The Non-Executive or Independent Directors of the Company do not have any pecuniary relationship or transactions with the Company, its Promoters, its Directors, its Senior Management, its Subsidiaries and Associates which may affect the independence of the Director, except for payment of Sitting fee and reimbursement of Travelling & Boarding expenses for attending the Board Meetings of the Company.

Shares held by Non-Executive Directors as on March 31, 2015:

S. No Name of the Director Number of Shares

1 Mr. Mahesh Kumar Khera Nil

2 Mr. A. Gopalakrishnan Iyer Nil

X. DISCLOSURES Disclosures on Materially Significant Related Party

Transactions that may have potential conflict with the interests of the Company at large:

There are no Materially Significant Related Party Transactions with the Company’s Promoters, Directors, Key Managerial Personnel or their relatives, which may have potential conflict with the interest of the Company at large.

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Disclosures on transactions with related parties, as required under the Indian Accounting Standard 18, have been incorporated in the Notes to the Accounts, being part of the Annual Report.

All Disclosures relating to the Financial and Commercial transactions where Directors may have a potential interest are provided to the Board, and the interested Directors do not participate in the discussion nor do they vote on such matters.

Details of Non-Compliance: The Company has complied with the requirements of the

Stock Exchanges, SEBI and other Statutory Authorities on all matters related to Capital Markets during the last Three years; No penalties or strictures have been imposed on the Company by the Stock Exchanges or SEBI or any other Statutory Authorities relating to the above. There have been no major instances of Non-Compliance with any Statutory Requirements.

Disclosures of Accounting Treatment in preparation of Financial Statements:

The Company’s Financial Statements are prepared as per Accounting Standards as laid down by the Institute of Chartered Accountants of India and the Accounting Principles generally accepted in India.

Vigil Mechanism / Whistle Blower Policy The Company promotes ethical behavior in all

its business activities and in line with the best international governance practices, it has established a Vigil Mechanism through which employees and business associates may report unethical business practices at work place without fear of reprisal.

Your Company believes in conducting its business and working with all its Stakeholders, including Employees, Customers, Suppliers and Shareholders in an ethical and lawful manner by adopting highest standards of professionalism, honesty, integrity and ethical behavior.

Your Company prohibits any kind of discrimination, harassment, victimization or any other unfair practice being adopted against an employee. In accordance with Clause 49 of the Listing Agreement and the provisions of Companies Act 2013, your Company has adopted a Whistle Blower Policy with an objective to provide its employees and a mechanism whereby concerns can be raised in line with the Company’s commitment to highest standards of ethical, moral and legal business conduct and its commitment to open communication.

In accordance with the Policy, Employees of the Company can make Protected Disclosures to the Vigilance and Ethics Officer by means of written or oral means of communication. The

employees may, where the matters are of grave nature or make Protected Disclosures directly to the Chairperson of the Audit Committee of the Board of Directors of the Company.

The Company has not denied access to any personnel, to approach the Audit Committee management on any issue.

Details of Compliance with Mandatory and Non-Mandatory Requirements of Clause 49 of the Listing Agreement:

Mandatory Requirements: The Company has fully complied with all the Mandatory

Requirements of Clause 49 of the Listing Agreement.

Compliance with Non-Mandatory Requirements: (1) The Board As the Company has an Executive Chairman,

disclosure under this head is not mandatory.

(2) Shareholders’ Rights The Quarterly and Half-yearly Results of the

Company are published, in One English (The Financial Express) and One Regional Newspaper, having wide circulation in Telengana, as soon as they are approved by the Board. Further, the Results are also posted on the website of the Company – www.bslimited.in. In view of the forgoing, the Half Yearly Results of the Company are not sent to the Shareholders individually.

(3) Audit Qualifications During the period under review, there were no

Audit Qualifications in the Company’s Financial Statements. The Company continues to adopt best Accounting Practices in order to ensure Unqualified Financial Statements.

(4) Separate posts of Chairman and CEO Considering the nature of the business of the

Company, both the positions are held by the same individual in compliance with Section 203 of the Companies Act, 2013 read with the Articles of Association of the Company.

(5) Reporting of Internal Auditor All the Internal Audit Reports are directly

presented to the Audit Committee of the Company by the Internal Auditor.

XI. CEO / CFO CERTIFICATION In terms of Clause 49 of the Listing Agreement, the

Annual Certification by the Chairman and Managing Director, on Financial Reporting and Internal Controls for the Financial Year ended March 31, 2015, have been enclosed at the end of the Report.

BS LIMITED

Annual Report 2014-1558

XII. MEANS OF COMMUNICATION The Company has established procedures to disseminate, in a planned manner, relevant information to the

Shareholders, Analysts, Employees and the Society at large.

i) Quarterly Results The Company intimates Un-Audited / Audited Financial Results to the

Stock Exchanges, immediately after the Board Meetings at which they are

approved. These are also published in the prescribed format as per the

provisions of the Listing Agreement.

ii) Newspapers wherein Results are normally

published

The Results of the Company are also published in widely circulated

National Newspapers including “The Financial Express” and the Regional

Newspaper “Andhraprabha”.

iii) Website The Company’s Website contains a separate dedicated Section to

“Investors” where information sought by the Shareholders is available.

The Annual Report of the Company, Quarterly / Half-yearly / Nine-

monthly and Annual Financial Results along with the applicable Policies

of the Company, Shareholding Pattern, Press Releases, Quarterly Reports,

Corporate Governance Reports, Details of Unpaid / Unclaimed Dividend

Amounts and other related information, apart from the details about

the Company, Board of Directors and Management, are available on the

website in a user-friendly and downloadable form at www.bslimited.in

iv) Whether it also displays Official News Releases The Company gives important Press Releases.

v) Annual Report Annual Report containing Audited Standalone Accounts, Consolidated

Financial Statements together with Directors’ Report, Auditors’ Report

and other important information are circulated to Members and others

entitled thereto.

Stock Exchanges The Company makes timely Disclosures of

necessary information to BSE Limited (BSE) and the National Stock Exchange of India Limited (NSE) in terms of the Listing Agreement(s) and other Rules and Regulations issued by SEBI.

NSE Electronic Application Processing System (NEAPS)

The NEAPS is a web based application designed by NSE for Corporates. All periodical compliance filings, inter-alia, Shareholding Pattern, Corporate Governance Report, Press Releases, Corporate Announcements, Corporate Actions etc. are filed electronically on NEAPS.

BSE Corporate Compliance & Listing Centre (the “Listing Centre”)

The Listing Centre of BSE is a web based application designed by BSE for Corporates. All periodical compliance filings, inter-alia, Shareholding Pattern, Corporate Governance Report, Press Releases, Corporate Announcements, Corporate Actions etc., are also filed electronically on the Listing Centre.

SEBI Complaints Redress System (SCORES) The investor complaints are processed in a centralized

web based complaints redress system. The system enables centralized database of all complaints, online uploading of Action Taken Reports (ATRs) by the concerned companies and online viewing by investors of actions taken on their complaint and current status.

XIII. GENERAL SHAREHOLDER INFORMATION

i) Annual General Meeting

Date September 30, 2015

Time 11.00 A.M.

Venue Occasions, Hotel “Best Western”, Jubilee Ridge, #38 & 39, Kavuri Hills,

Road No. 36, Jubilee Hills, Hyderabad 500 036

ii) Financial Year April 01, 2014 to March 31, 2015

iii) Date of Book Closure September 26, 2015 to September 30, 2015 (Both days inclusive) for

Annual General Meeting

iv) Dividend Payment Date Not Applicable

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The Annual Listing Fees due to the above Stock Exchanges have been paid well within time.

International Securities Identification Number (ISIN) ISIN is an identification number for traded Shares. This number needs to be quoted in each transaction relating to the

Dematerialization of Equity Shares of the Company. The ISIN for Equity Shares of the Company is INE043K01029.

Corporate Identity Number (CIN) The Company’s Corporate Identity Number (CIN), allotted by the Ministry of Corporate Affairs, Government of

India, is L27109AP2004PLC042375 and the Registration Number is 042375.

Market Price Data: High, Low during each month and Trading Volumes of the Company’s Equity Shares during the last Financial Year

2014-15 at The BSE Limited (BSE) and The National Stock Exchange of India Limited (NSE) are as under:

Month BSE NSE

High Low Volume High Low Volume

April 2014 17.50 10.70 13,185,032 17.80 10.15 14,775,336

May 2014 31.90 17.20 13,120,926 32.20 17.00 16,333,103

June 2014 38.90 29.10 11,449,427 38.95 28.95 14,279,117

July 2014 41.80 32.10 12,712,885 41.85 32.10 16,173,489

August 2014 36.40 26.70 9,376,745 37.00 26.80 11,048,396

September 2014 33.45 25.60 10,876,155 33.40 25.40 13,320,862

October 2014 29.00 21.30 8,964,544 25.80 22.95 9,866,104

November 2014 29.55 18.85 8,839,881 26.95 22.45 11,252,573

December 2014 30.00 21.40 10,248,639 28.35 21.50 12,579,448

January 2015 23.90 19.15 9,942,999 22.10 20.55 12,086,450

February 2015 30.55 22.55 9,603,750 28.55 23.45 11,792,811

March 2015 28.70 21.05 10,195,800 27.40 21.10 12,891,090

40.00

30.00

20.00

10.00

BSL

Sh

are

Pri

ce

Nif

ty

11,000

9,000

7,000

5,000

3,000

1,000

NiftyBSL Share Price

Source: www.nseindia.com

Performance of the Share Price of the Company in Comparison

to NSE Nifty:

50.00

40.00

30.00

20.00

10.00

BSL

Sh

are

Pri

ce

Sen

sex

Ap

r- 1

4

Ap

r- 1

4

May

-14

May

-14

Jun

-14

Jun

-14

Jul-

14

Jul-

14

Au

g-1

4

Au

g-1

4

Sep

-14

Sep

-14

Oct

-14

Oct

-14

No

v-14

No

v-14

Dec

-14

Dec

-14

Jan

-15

Jan

-15

Feb

-15

Feb

-15

Mar

-15

Mar

-15

30000

28000

26000

24000

22000

20000

SensexBSL Share Price

Source: www.bseindia.com

Performance of the Share Price of the Company in Comparison

to BSE Sensex:

Listing on Stock Exchanges: The Company’s Shares are listed on the following Stock Exchanges as on March 31, 2015 and the Stock Codes are:

S. No Equity Shares Stock Codes

1 BSE Limited 533276

2 National Stock Exchange of India Limited BSLIMITED

BS LIMITED

Annual Report 2014-1560

Address for Investor Correspondence

Registrar and Transfer Agents

: M/s. Karvy Computershare Private LimitedKarvy Selenium, Tower-B, Plot 31 & 32, Gachibowli Financial District, Nanakramguda, Hyderabad - 500 032. Tel: +91 40 6716 1500

Share Transfer System: The Share Transfer and related operations for the Company are conducted by M/s. Karvy Computershare Private Limited, Registrar and Share Transfer Agents of the Company. In compliance with the SEBI Circular, the Company maintains Share Registry, terms of both Physical and electronic mode to a single point. Shares received in Physical form for Transfer / Split etc. are processed and the Share Certificates are returned within 10 to 15 days from the date of receipt, subject to documents being complete and valid in all respects.

Distribution of Shareholding as March 31, 2015:

S. No Category (Shares) No. of Shareholders % of Shareholders No. of Shares % to Shares1 1 - 5000 5,713 91.36% 5,084,915 1.16%

2 5001 - 10000 247 3.95% 1,865,615 0.42%

3 10001 - 20000 96 1.54% 1,447,205 0.33%

4 20001 - 30000 42 0.67% 1,079,522 0.25%

5 30001 - 40000 26 0.42% 931,143 0.21%

6 40001 - 50000 11 0.18% 519,959 0.12%

7 50001 - 100000 27 0.43% 2,117,724 0.48%

8 100001 & Above 91 1.46% 426,779,617 97.03%

Total 6,253 100.00% 439,825,700 100.00%

Shareholding Pattern as on March 31, 2015:S. No Category No. of Holders No. of Shares % of Holding

1 Promoters Individuals 1 282,517,480 64.23%

2 Bodies Corporates 280 64,974,980 14.77%

3 Resident Individuals 5,663 62,350,540 14.18%

4 Promoter Group 2 15,812,000 3.60%

5 Foreign Institutional Investors 3 12,122,988 2.76%

6 Non Resident Indians 98 919,974 0.21%

7 H U F 137 496,027 0.11%

8 Employees 14 433,361 0.10%

9 Clearing Members 55 198,350 0.05%

Total 6,253 439,825,700 100.00%

Dematerialization of Shares and Liquidity: The Company’s Shares are compulsorily traded in Dematerialized form and are available for trading on both the

Depositories i.e., National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited. As on March 31, 2015, over 99.99% Shares of the Company were held in Dematerialized form (Demat) and the rest in Physical Form. The Details of the Shares held in Physical and Dematerialized form as on March 31, 2015 are as under:

S. No Category No. of Holders No. of Shares % of Holding

1 NSDL 3,770 377,080,797 85.73%

2 CDSL 2,470 62,722,683 14.26%

3 Physical 13 22,220 0.01%

Total 6,253 439,825,700 100.00%

CompanySecretary

: Ms. Alka KumariCompany Secretary & Compliance Officer#504, Trendset Towers, Road No. 2, Banjara Hills, Hyderabad – 500034Email: inverstors@bsgroup.in

Tel No.: 040-4455 8888Fax No: 040-6666 7268

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Outstanding GDRs/ADRs/Warrants or any Convertible instruments, Conversion date and likely impact on Equity:There are no outstanding GDRs / ADRs / Warrants or any Convertible Instruments issued by the Company.

Plant Locations:Plant I Survey No. 82-83, 92-95 & 107, NH-7, Athivelly Village, Medchal Mandal,

Ranga Reddy District, Telangana.Plant II Survey No. 41, Majeedpalli Village, Toopran Mandal, Medak District,

Telangana.

Transfer of Unclaimed / Unpaid Dividends: Shareholders are requested to encash their Dividends promptly to avoid hassles of revalidation / losing their right of

claim owing to transfer of Unclaimed Dividends beyond Seven years to Investor Education and Protection Fund (IEPF).

Shareholders, who have not encashed their Dividend Warrants, in respect of Dividends declared for any Financial Year may contact the Company / RTA and surrender their warrants for payment.

Shareholders are requested to note that the Dividends, not claimed for a period of Seven years from the date they first became due for payment, shall be transferred to IEPF in terms of Section 124 and 125 of Companies Act, 2013 (Section 205C of the erstwhile Companies Act, 1956) read with Rules prescribed thereunder. Shareholders are further requested to note that as per the aforesaid provisions of the Act, Unclaimed Dividends, once transferred to IEPF, will not be refunded.

Information with respect to Unclaimed Dividend when due for transfer to the said Fund is given below:

Financial Year/ Quarter

Ended

Type of Dividend Date of Declaration of

Dividend

Last date for claiming

unpaid Dividend

Due date for

transfer to IEPF

March 31, 2011 Final September 30, 2011 October 29, 2018 November 07, 2018

March 31, 2012 Final September 29, 2012 October 28, 2019 November 06, 2019

December, 2012 Interim February 04, 2013 March 06, 2020 March 13, 2020

March 31, 2014 Final September 30, 2014 October 28, 2021 November 06, 2021

Important Communication to Members: Members must be aware that the Ministry of Corporate Affairs (MCA) had undertaken a “Green Initiative in Corporate

Governance” by allowing paperless compliances by Companies, whereby Companies have been permitted to send various Notices / Documents, including Annual Report to its Shareholders through electronic mode to the registered e-mail addresses of the Shareholders.

Securities and Exchange Board of India (SEBI) have also, in line with the aforesaid MCA initiatives, permitted Listed Entities to supply soft copies of Annual Reports to all those Shareholders who have registered their email addresses for the purpose.

In view of the Green Initiatives announced as above, to enable the servicing of documents electronically to the registered email address, the Shareholders are requested to keep their email addresses validated / updated from time to time. Shareholders holding Shares in electronic form are requested to inform any changes in their registered e-mail address to their DP from time to time and Shareholders holding Shares in Physical form are requested to write to our Registrar and Transfer Agent, at their specified address, so as to update their registered email address from time to time.

The Annual Report of the Company will also be available on the Company’s website www.bslimited.in for ready reference. Shareholders are also requested to take note that they will be entitled to be furnished, free of cost, the aforesaid documents, upon receipt of requisition from the Shareholder, any time, as a member of the Company.

For and on behalf of the Board of Directors

Sd/-Place : Hyderabad (Rajesh Agarwal)Date : August 12, 2015 Chairman & Managing Director

BS LIMITED

Annual Report 2014-1562

DECLARATION UNDER CLAUSE 49(II)(E)(2)In pursuance of the provisions of Clause 49(II)(E)(2) of the Listing Agreement with Stock Exchanges, and on the basis of the written Declarations received from Members of the Board and Senior Management Personnel, I hereby confirm and declare that all Board Members and Senior Management Personnel have affirmed Compliance with the Code of Conduct of the Company, for the period ended March 31, 2015.

For. BS Limited

Sd/-

Place : Hyderabad (Rajesh Agarwal)

Date : May 20, 2015 Chairman & Managing Director

CEO / CFO CERTIFICATION

To The Board of Directors,M/s. BS Limited#504, Trendset Towers, Road.No.2, Banjara Hills,Hyderabad – 500034.

In Compliance with Clause 49(X) of the Listing Agreement with Stock Exchanges, I, Rajesh Agarwal, Managing Director appointed in terms of the Companies Act, 2013, certify to the Board that:

(a) I have reviewed Financial Statements and the Cash Flow Statement for the year and that to the best of their knowledge and belief:

(i) These Statements do not contain any materially untrue statement or omit any material fact or contain statements that might be misleading;

(ii) These Statements together present a true and fair view of the Company’s affairs and are in compliance with existing Accounting Standards, applicable laws and regulations.

(b) There are, to the best of my knowledge and belief, no transactions entered into by the Company during the Financial Year 2014-15, which are fraudulent, illegal or violative of the Company’s Code of Conduct.

(c) I accept responsibility for establishing and maintaining internal controls for Financial Reporting and I have evaluated the effectiveness of Internal Control Systems of the Company pertaining to Financial Reporting and I have disclosed to the Auditors and the Audit Committee, deficiencies in the design or operation of such internal controls, if any, of which I am aware and the steps I have taken or propose to take to rectify these deficiencies.

(d) I have indicated to the Auditors and the Audit Committee: (i) Significant changes in internal control over Financial Reporting during the year; (ii) Significant changes in Accounting Policies during the year and that the same have been disclosed in the

notes to the Financial Statements; and (iii) Instances of significant fraud of which I have become aware and the involvement therein, if any, of the

Management or an employee having a significant role in the Company’s Internal Control System over Financial Reporting.

Sd/-

Place : Hyderabad (Rajesh Agarwal)

Date : May 20, 2015 Chairman & Managing Director

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COMPLIANCE CERTIFICATE ON CORPORATE GOVERNANCE

To, The Members,M/s. BS Limited,#504, Trendset Towers,Road No. 2, Banjara Hills,Hyderabad 500034.

We have read the Report of the Board of Directors on Corporate Governance and have examined the relevant records relating to Compliance condition of Corporate Governance of M/s. BS Limited (“the Company”) for the year ended March 31, 2015 as stipulated in Clause 49 of the Listing Agreement of the said Company with the Stock Exchanges.

The Compliance of the conditions of the Corporate Governance is the responsibility of the management. Our examination, conducted in the manner described in the “Guidance note on Certification of Corporate Governance” issued by the Institute of Chartered Accountants of India was limited to procedures and implementation thereof adopted by the Company for ensuring compliance with the conditions of Corporate Governance. Our examination was neither an audit nor was it conducted to express an opinion on the Financial Statements of the Company.

In our opinion and to the best of our information and explanations given to us and on the basis of our examination described above, the Company has complied with the conditions of Corporate Governance as stipulated in Clause 49 the above mentioned Listing Agreement.

We further state that such compliance is neither an assurance as to the future viability of the Company nor the efficiency or effectiveness with which the management has conducted the affairs of the Company.

For P. Murali & Co.,Chartered Accountants

Sd/-P. Murali Mohana Rao

Place : Hyderabad PartnerDate : August 12, 2015 Membership No: 023142

64-115

Financial Statements

Standalone Financial Statements 65

Consolidated Financial Statements 91

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INDEPENDENT AUDITOR’S REPORTTo The Members of BS Limited

REPORT ON THE STANDALONE FINANCIAL STATEMENTS We have audited the accompanying Standalone Financial Statements of BS Limited (“the Company”), which comprises the Balance Sheet as at March 31, 2015, the Statement of Profit and Loss and Cash Flow Statement for the year then ended, and a summary of Significant Accounting Policies and other explanatory information.

MANAGEMENT’S RESPONSIBILITY FOR THE FINANCIAL STATEMENTSThe Company’s Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act, 2013 (‘the act’) with respect to the preparation of these Standalone Financial Statements that give a true and fair view of the financial position, Financial Performance and Cash Flows of the Company in accordance with the Accounting Principles generally accepted in India, including the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of Companies (Accounts) Rules, 2014. This responsibility includes 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 frauds and other irregularities; Selection and application of appropriate Accounting Policies; Making judgments and estimates that are reasonable and prudent; Design, Implementation and Maintenance of adequate Internal Financial Controls, that are operating effectively for ensuring the accuracy and completeness of the Accounting Records, relevant to the preparation and presentation of the Financial Statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

AUDITOR’S RESPONSIBILITYOur responsibility is to express an opinion on these Standalone Financial Statements based on our audit.

We have taken into account the provisions of the Act, the Accounting and Auditing Standards and matters which are required to be included in the Audit Report under the provisions of the Act and the Rules made there under.

We conducted our audit in accordance with the Standards on Auditing specified under Section 143(10) of the Act. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the Financial Statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the Financial Statements. The procedures selected depend on the Auditor’s judgment, including the assessment of the risks of material misstatement of the Financial Statements, whether due to fraud or error. In making those risk assessments, the Auditor considers Internal Financial Control relevant to the Company’s preparation of the Financial Statements, that give a true and fair view, in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on whether the Company has in place an adequate Internal Financial Controls System over Financial Reporting and the operating effectiveness of such controls. An audit also includes evaluating the appropriateness of Accounting Policies used and the reasonableness of the Accounting Estimates made by the Company’s Directors, as well as evaluating the overall presentation of the Financial Statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the Financial Statements.

OPINIONIn our opinion and to the best of our information and according to the explanations given to us, the aforesaid Financial Statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the Accounting Principles generally accepted in India of the State of Affairs of the Company as at March 31, 2015, its Profit and its Cash Flows for the year ended on that date.

REPORT ON OTHER LEGAL AND REGULATORY REQUIREMENTS1. As required by the Companies (Auditor’s Report)

Order, 2015 (“the Order”) issued by the Central Government of India in terms of Sub-section (11) of

Independent Auditor’s Report

BS LIMITED

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INDEPENDENT AUDITOR’S REPORT

Section 143 of the Act, we give in the Annexure a Statement on the matters specified in Paragraphs 3 and 4 of the Order.

2. As required by Section 143(3) of the Act, we further report that:

a) We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purpose of our audit;

b) In our opinion proper Books of Account as required by law have been kept by the Company so far as appears from our examination of those books;

c) The Balance Sheet, Statement of Profit and Loss and the Cash Flow Statement dealt with by this Report are in agreement with the Books of Account;

d) In our opinion, the aforesaid Financial Statements comply with the applicable Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules 2014.

e) On the basis of written representations received from the Directors as on March 31, 2015, and taken on record by the Board of Directors, none of the Directors is disqualified

as on March 31, 2015, from being appointed as a Director in terms of Section 164(2) of the Act.

f) With respect to other matters to be included in the Auditor’s Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, in our opinion and to the best of our information and according to the explanations given to us:

i. The Company does not have any pending litigations which would impact its financial position.

ii. The Company did not have any Long-Term Contracts including Derivative Contracts for which there were any material foreseeable losses.

iii. There has been no delay in transferring amounts, required to be transferred, to the Investor Education and Protection Fund by the Company during the year ended March 31, 2015.

For P. Murali & CO.,

Chartered Accountants

Firm Registration No : 007257S

P. Murali Mohana Rao

Place: Hyderabad Partner

Date : 20/05/2015 M.No. 023412

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On the basis of such checks as we considered appropriate and according to the information and explanations given to us during the course of our audit, we report that:

i. (a) The Company has maintained proper Records showing full particulars, including quantitative details and situation of Fixed Assets.

(b) As explained to us, Fixed Assets have been physically verified by the Management at regular intervals; as informed to us no material discrepancies were noticed on such verification.

ii. (a) The Inventory has been physically verified during the year by the Management and in our opinion, the frequency of verification is reasonable.

(b) In our opinion, the procedures of the physical verification of inventory followed by the Management are reasonable and adequate in relation to the size of the Company and the nature of its business.

(c) The Company is maintaining proper Records of inventory and as explained to us, no material discrepancies were noticed on physical verification of Stocks as compared to book records.

iii. During the year the Company has granted a Loan of ` 24,60,35,100/- to BS Global Resources Private Limited, which is a party covered in the Register maintained U/s. 189 of the Companies Act 2013. The Closing balance as on March 31, 2015 is ` 16,70,20,749/-.

iv. In our opinion and according to the information and explanations given to us, there is adequate Internal Control System commensurate with the size of the Company and the nature of its business, for the purchase of Fixed Assets and for the sale of services. Further, on the basis of our examination of the Books and Records of the Company and according to the information and explanations given to us, no major weakness has been noticed or reported.

v. The Company has not accepted any Deposits from the Public covered under Section 73 to 76 of the Companies Act, 2013.

vi. We have broadly verified the Books of Accounts and Records maintained by the Company in respect of products where, pursuant to the Rules made by the Central Government of India, the maintenance of Cost Records has been specified under the Sub-section (1) of Section 148 of the Companies Act 2013, and are of the opinion that, prima facie, the prescribed Accounts and Records have been made and maintained.

vii. (a) According to the information and explanations given to us and based on the records of the Company examined by us, the Company is regular in depositing the undisputed Statutory Dues, including Provident

Fund, Employees’ State Insurance, Income-tax, Service Tax, Custom Duty, Excise Duty and other Material Statutory Dues, as applicable, with the appropriate Authorities in India;

(b) There were no undisputed amounts payable in respect of Provident Fund, Employees’ State Insurance, Income-tax, Service Tax, Custom Duty, Excise Duty and other Material Statutory Dues in arrears as at March 31, 2015 for a period of more than 6 months for the date they became payable.

(c) According to the information and explanations given to us and based on the Records of the Company examined by us, there are no dues of Income Tax, Wealth Tax, Service Tax, Sales Tax, Customs Duty and Excise Duty which have not been deposited on account of any disputes.

(d) There has been no delay in transferring amounts, required to be transferred, to the Investor Education and Protection Fund by the Company.

viii. The Company does not have accumulated losses at the end of the Financial Year and the Company has not incurred cash losses during the Financial Year covered by our audit and in the immediately preceding Financial Year.

ix. In our opinion, and according to the information and explanations given to us, the Company has not defaulted in repayment of dues to Financial Institution /Banks. The Company has not issued any Debentures.

x. In our opinion, and according to the information and explanations given to us, the terms and conditions of Guarantees given by the Company for Loan taken by others from Bank or Financial Institutions are not prejudicial to the interest of the Company.

xi. In our opinion, and according to the information and explanations given to us, the Term Loans have been applied, on an overall basis, for the purposes for which they were obtained.

xii. To the best of our knowledge and according to the information and explanations given to us, no fraud by the Company and no material fraud on the Company has been noticed or reported during the year.

For P. Murali & CO.,

Chartered Accountants

Firm Registration No : 007257S

P. Murali Mohana Rao

Place: Hyderabad Partner

Date : 20/05/2015 M.No. 023412

ANNEXURE REFERRED TO IN PARAGRAPH 1 OF OUR REPORT OF EVEN DATE TO THE MEMBERS OF BS LIMITED ON THE ACCOUNTS OF THE COMPANY FOR THE YEAR ENDED MARCH 31, 2015 UNDER “REPORT ON OTHER LEGAL & REGULATORY REQUIREMENTS”

Independent Auditor’s Report

BS LIMITED

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(All Figures in `)

Particulars Note No As on 31.03.2015 As on 31.03.2014I. EQUITY AND LIABILITIES

(1) Shareholder’s Funds(a) Share Capital 1 439,825,700 439,017,720 (b) Reserves and Surplus 2 5,086,400,587 4,399,661,414

(2) Share application money pending allotment - - 5,526,226,287 4,838,679,134

(3) Non-Current Liabilities(a) Long-Term Borrowings 3 1,733,075,493 1,749,489,834 (b) Deferred Tax Liabilities (Net) 4 214,324,974 162,740,990 (c) Other Long Term Liabilities 5 395,842,822 154,903,294 (c) Long Term Provisions 6 13,613,490 13,591,603

2,356,856,779 2,080,725,721 (4) Current Liabilities

(a) Short-Term Borrowings 7 3,706,567,333 3,454,874,653 (b) Trade Payables 8 6,589,241,499 4,822,919,724 (c) Other Current Liabilities 9 1,149,012,292 747,643,060 (d) Short-Term Provisions 10 677,493,312 448,617,577

12,122,314,436 9,474,055,014 Total 20,005,397,502 16,393,459,869

II. ASSETS(1) Non-Current Assets

(a) Fixed Assets(i) Tangible Assets 11 3,557,157,068 2,172,573,680 (ii) Intangible Assets - Computer Software 11 996,200 2,738,846 (iii) Capital Work-in-Progress 11 - 25,131,420

3,558,153,268 2,200,443,946 (b) Non-Current Investments 12 544,105,417 510,906,250 (c) Long Term Loans and Advances 13 20,121,250 38,051,036 (d) Other Non-Current Assets 14 - 19,448,848

564,226,667 568,406,134 (2) Current Assets

(a) Inventories 15 2,304,261,098 1,652,424,002 (b) Trade Receivables 16 10,629,966,476 9,359,357,979 (c) Cash and Cash Equivalents 17 910,460,556 680,929,685 (d) Short-Term Loans and Advances 18 1,028,808,421 1,247,260,641 (e) Other Current Assets 19 1,009,521,016 684,637,481

15,883,017,567 13,624,609,789 Total 20,005,397,502 16,393,459,869

BALANCE SHEET AS AT MARCH 31, 2015

AS PER OUR REPORT OF EVEN DATE

For P.Murali & Co., For BS LimitedFirm Regn. No: 007257SChartered Accountants

(Rajesh Agarwal) (Arun Dogra) (Alka Kumari) Managing Director Whole Time Director & CFO Company Secretary

P. Murali Mohana Rao DIN : 00142010 DIN : 06933098PartnerM.No. 023412

Place : HyderabadDate : 20.05.2015

Co

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Finan

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69Annual Report 2014-15

(All Figures in `)

Particulars Note No As on 31.03.2015 As on 31.03.2014

I. Revenue from Operations 20 19,049,266,986 17,703,837,723

II. Other Income 21 55,747,000 62,619,931

III. Total Revenue (I +II) 19,105,013,986 17,766,457,654

IV. Expenses:

Cost of Materials Consumed 22 11,339,780,602 9,240,626,030

Purchase of Stock-in-Trade 23 2,240,884,486 2,155,368,744

Changes in Inventories of Finished Goods,

Work-in-Progress and Stock-in-Trade

24 (525,263,125) (184,710,955)

Employee Benefit Expense 25 203,357,798 244,453,070

Other Operating Expenses 26 2,849,991,162 3,818,914,840

Administrative Expenses 27 100,994,366 143,219,621

Financial Costs 28 1,337,260,242 1,071,464,461

Depreciation and Amortization Expense 11 449,172,663 286,962,538

Other Expenses 29 30,607,946 10,055,764

Public Issue Expenses Written Off 19,315,018 19,009,932

IV. Total Expenses 18,046,101,159 16,805,364,046

V. Profit Before Tax (III - IV) 1,058,912,827 961,093,608

VI. Tax expense:

(1) Current Tax 321,528,000 307,100,000

(2) Deferred Tax 51,583,984 27,291,595

VII. Profit/(Loss) for the period (V - VI) 685,800,843 626,702,013

VIII. Earning per Equity Share:

(1) Basic 38 1.56 1.43

(2) Diluted 38 1.56 1.43

PROFIT AND LOSS STATEMENT FOR THE YEAR ENDED MARCH 31, 2015

AS PER OUR REPORT OF EVEN DATE

For P.Murali & Co., For BS LimitedFirm Regn. No: 007257SChartered Accountants

(Rajesh Agarwal) (Arun Dogra) (Alka Kumari) Managing Director Whole Time Director & CFO Company Secretary

P. Murali Mohana Rao DIN : 00142010 DIN : 06933098PartnerM.No. 023412

Place : HyderabadDate : 20.05.2015

Balance Sheet | Profit and Loss Statement

NOTE NUMBERS TO BALANCE SHEET

BS LIMITED

Annual Report 2014-1570

(All Figures in `)

S. No. Particulars As on 31.03.2015 As on 31.03.2014

NOTE NO. 1 SHARE CAPITAL

a Equity Share Capital

(a) Authorised 500,000,000 500,000,000

C.Y 500,000,000 (P.Y. 500,000,000) Shares of ` 1/- each

(b) Issued 439,825,700 439,017,720

C.Y 439,825,700 Shares of ` 1/- each (P.Y. 439,017,720 of ` 1/- each)

(c) Subscribed & Fully Paid Up 439,825,700 439,017,720

C.Y 439,825,700 Shares of ` 1/- each (P.Y. 439,017,720 of ` 1/- each)

(d) Subscribed & not Fully Paid up - -

(e) Par value per Share ` 1 - -

Total Equity Share Capital 439,825,700 439,017,720

b A Reconciliation of the number of Shares outstanding at the beginning and at

the end of the Reporting Period: Number of Shares Number of Shares

Equity Shares of ` 1each, Fully paid up :

At the Beginning 439,017,720 21,926,526

Issued during the year - Bonus Issue 403,990 21,950,886

Issued during the year - ESOP 403,990 24,360

Sub-Division of Face Value of Shares from ` 10/- each into ` 1/- - 395,115,948

At the end 439,825,700 439,017,720

c Details of Shareholder holding more than 5% Shares of the Company: % of Share Holding

Equity Shares Held By

Rajesh S Agrawal C.Y 28,25,17,480 of ` 1/- each (P.Y 28,25,17,480 of ` 1/- each) 64.23 64.35

Santkumar Brijmohan Agarwal C.Y 1,80,96,387 of ` 1/- each

(P.Y 2,55,31,820 of ` 1/- each)

- 5.82

S. No. Particulars As on 31.03.2015 As on 31.03.2014

NOTE NO. 2 RESERVES AND SURPLUS

I Reserves and Surplus

a) Securities Premium Reserve

As at the commencement of the year 1,994,623,569 1,992,188,787

Add: Additions during the year 4,037,880 2,434,782

Less: Utilised during the year - -

1,998,661,449 1,994,623,569

b) Bonus to Share Holders 1,490,760 4,603,660

c) Surplus

i) Opening Balance - Profit and Loss Account 2,400,434,186 2,049,207,570

Add: Transfer from Profit & Loss Account 685,800,843 626,702,013

Less: Transfer To General Reserve - -

Less: Dividend 46,780 43,901,772

Less: Dividend Distribution Tax 7,948 7,461,106

Less: Bonus Shares / (Forfieture of Bonus shares) (2,708,910) 224,112,520

Less: Transfer of Fixed Assets. 2,640,832 -

3,086,248,379 2,400,434,186

Total Reserves and Surplus 5,086,400,587 4,399,661,414

71Annual Report 2014-15

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Note

NOTE NUMBERS TO BALANCE SHEET

(All Figures in `)

S.No. Particulars As on 31.03.2015 As on 31.03.2014

NOTE NO. 3 LONG TERM BORROWINGS

I Long Term Borrowings

a) Term Loans:

From Banks:

Secured - Refer Note No 30a 766,668,782 834,718,099

From Financial Institutions :

Secured - Refer Note No 30b 393,960,527 287,777,223

Unsecured - Refer Note No 30c 70,641,184 107,549,452

b) Loans and Advances from Related Parties

Un Secured:

Unsecured - Refer Note No. 30d 501,805,000 519,445,060

Total Long Term Borrowings 1,733,075,493 1,749,489,834

S. No. Particulars As on 31.03.2015 As on 31.03.2014

NOTE NO. 4 DEFERRED TAX LIABILITY (NET)

I Opening Deferred Tax Liability 168,080,134 139,635,029

Add:

Deferred Tax Liability for the year (Due to SLM and WDV Difference) 51,475,814 28,445,105

Deferred Tax Liability for the year (Due to Others)

Gross Deferred Tax Liability 219,555,948 168,080,134

Opening Deferred tax Asset 5,339,144 4,185,634

Provision for Gratuity and Compensated Absences and doubtful debt (108,170) 1,153,510

Gross Deferred Tax Asset 5,230,974 5,339,144

Deferred Tax Liability/ (Asset) - Net 214,324,974 162,740,990

S. No. Particulars As on 31.03.2015 As on 31.03.2014

NOTE NO. 5 OTHER LONG TERM LIABILITES

a) Trade Payables & Others

- Advance from Customers 395,842,822 154,903,294

Total Other Long Term Liabilities 395,842,822 154,903,294

S. No. Particulars As on 31.03.2015 As on 31.03.2014

NOTE NO. 6 LONG TERM PROVISIONS

I a) Provisions for Employee Benefits

- Provision for Gratuity - Refer Note No.31 5,985,155 5,915,291

- Provision for Leave Encashment - Refer Note No. 31 7,628,335 7,676,312

Total Long Term Provisions 13,613,490 13,591,603

NOTE NUMBERS TO BALANCE SHEET

BS LIMITED

Annual Report 2014-1572

(All Figures in `)

S. No. Particulars As on 31.03.2015 As on 31.03.2014

NOTE NO. 7 SHORT TERM BORROWINGS.

I Short Term Borrowings

a) Loans Repayable on Demand:

From Banks

Secured - Refer Note No. 32 3,700,267,233 3,396,293,097

b) Loans and Advances from Other Parties

Unsecured - Refer Note No. 32 6,300,100 34,623,287

c) Loans and Advances from Related Parties

Unsecured - 23,958,269

Total Short Term Borrowings 3,706,567,333 3,454,874,653

S. No. Particulars As on 31.03.2015 As on 31.03.2014

NOTE NO. 8 TRADE PAYABLES

I Trade Payables 6,589,241,499 4,822,919,724

Total Trade Payables 6,589,241,499 4,822,919,724

S. No. Particulars As on 31.03.2015 As on 31.03.2014

NOTE NO. 9 OTHER CURRENT LIABILITES

I a) Current Maturities of Long Term Debts 565,184,512 457,924,500

b) Interest accrued but not due on Borrowings 14,252,199 12,866,329

c) Income received in Advance 564,259,196 223,238,764

d) Unpaid Dividend 388,062 44,252,355

e) Other Payables 4,928,323 9,361,112

Total Other Current Liabilities 1,149,012,292 747,643,060

S. No. Particulars As on 31.03.2015 As on 31.03.2014

NOTE NO. 10 SHORT TERM PROVISIONS

I a) Provisions for Employee Benefits

PF Payable 1,240,277 776,166

Salaries Payable 18,758,997 30,794,938

Provision for Gratuity - Refer Note No. 30 1,510,438 427,728

Provision for Leave Encashment - Refer Note No. 30 (9,001) 1,688,653

b) Others -

Statutory Liabilities 470,380,264 276,727,971

Provision for Expenses 185,612,337 138,202,121

Total Short Term Provisions 677,493,312 448,617,577

NOTE NUMBERS TO BALANCE SHEET

73Annual Report 2014-15

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73Annual Report 2014-15

(All

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NOTE NUMBERS TO BALANCE SHEET

BS LIMITED

Annual Report 2014-1574

(All Figures in `)

S. No. Particulars As on 31.03.2015 As on 31.03.2014

NOTE NO. 12 NON- CURRENT INVESTMENTS

I Non- Current Assets

1) Investment in Subsidiaries

a) Equity Shares

BS Global Resources Pvt. Ltd 265,469,429 265,469,430

BS LTD FZE 6,535,169 -

272,004,597 265,469,430

2) Trade Investments

a) Investment Property - Land at Cherapally 5,460,820 5,460,820

3) Other Non-Current Investments

Investment in Joint Venture 266,640,000 239,976,000

Total Non Current Investments 544,105,417 510,906,250

S. No. Particulars As on 31.03.2015 As on 31.03.2014

NOTE NO. 13 LONG TERM LOANS AND ADVANCES

I Long - Term Loans and Advances:

a) Security Deposit

Unsecured 20,121,250 38,001,036

b) Other Loans and Advances

Unsecured - 50,000

Total Long Term Loans & Advances 20,121,250 38,051,036

S. No. Particulars As on 31.03.2015 As on 31.03.2014

NOTE NO. 14 OTHER NON - CURRENT ASSETS

I Public Issue Expenses - 19,315,018

II Others - Deposit with Sales Tax Department - 133,830

Total Other Non Current Assets - 19,448,848

S. No. Particulars As on 31.03.2015 As on 31.03.2014

NOTE NO. 15 INVENTORIES

I Inventories :

a) Raw Materials

Billet & Steel 562,868,726 427,139,632

Zinc 18,898,670 24,601,805

Furnace Oil 129,943 570,888

Sub Total 581,897,339 452,312,325

b) Work - in - Progress

EPC Work In Progress 81,300,000 89,875,000

Sub Total 81,300,000 89,875,000

c) Finished Goods

Tower and Tower parts 607,572,585 688,567,593

Scrap 3,599,659 5,810,718

Sub Total 611,172,245 694,378,311

d) Stock - at - Site

Bought Out Items 1,024,092,098 415,622,907

e) Stores and Spares 5,799,417 235,460

Total Inventories 2,304,261,098 1,652,424,002

NOTE NUMBERS TO BALANCE SHEET

75Annual Report 2014-15

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(All Figures in `)

S. No. Particulars As on 31.03.2015 As on 31.03.2014

NOTE NO. 16 TRADE RECEIVABLESI Outstanding for a period exceeding Six months from the date they are

due for paymentUnsecured, Considered Good 972,281,008 826,444,755 Other Receivables:Unsecured, Considered Good 9,657,685,469 8,532,913,224 Total Trade Receivable 10,629,966,477 9,359,357,979

S. No. Particulars As on 31.03.2015 As on 31.03.2014

NOTE NO. 17 CASH AND BANK BALANCESI Cash and Cash Equivalents :

a) Balances with Banks :1) On Current Accounts 1,739,263 1,028,928 3) Un Paid Dividend Account 388,062 350,583

b) Cash on Hand 1,632,837 3,662,256 Sub Total 3,760,162 5,041,767 Other Bank BalancesOn Deposit Accounts- On Margin Money Deposit Accounts 906,700,395 675,887,918 Sub Total 906,700,395 675,887,918 Total Cash and Cash Equivalents 910,460,556 680,929,685

S. No. Particulars As on 31.03.2015 As on 31.03.2014

NOTE NO. 18 SHORT TERM LOANS AND ADVANCES

I Short - Term Loans and Advances:

a) Capital Advance

Unsecured 23,592,820 23,422,663

b) Other Loans and Advances

Unsecured 1,005,215,601 1,223,837,978

Total Short Term Loans & Advances 1,028,808,421 1,247,260,641

S. No. Particulars As on 31.03.2015 As on 31.03.2014

NOTE NO. 19 OTHER CURRENT ASSETS

I Unamortised Premium on Forward Contracts

Unbilled Revenue 844,562,613 560,101,415

Prepaid Expenses 118,864,298 92,886,439

Interest Accrued on Deposits 46,094,105 31,649,627

1,009,521,016 684,637,481

NOTE NUMBERS TO STATEMENT OF PROFIT & LOSS

BS LIMITED

Annual Report 2014-1576

(All Figures in `)

S. No. Particulars As on 31.03.2015 As on 31.03.2014

NOTE NO. 20 REVENUE FROM OPERATIONS

I Revenue from Operations in respect of Non-Finance Company

(a) Sale of Products 9,522,099,572 9,512,185,604

(b) Sale of Services 9,780,094,501 8,592,693,793

(c) Other Operating Revenues - -

Less: Excise Duties (252,927,086) (401,041,674)

Total Revenue from Operations 19,049,266,986 17,703,837,723

S. No. Particulars As on 31.03.2015 As on 31.03.2014

NOTE NO. 21 OTHER INCOME

I (a) Interest Income 51,417,331 57,633,234

(b) Other Non-Operating Income 2,962,819 1,141,667

(c) Net Gain/Loss on Foreign Currency Translation and Transaction (other

than considered as Finance Cost)

1,366,851 3,845,030

Total Other Income 55,747,000 62,619,931

S. No. Particulars As on 31.03.2015 As on 31.03.2014

NOTE NO. 22 COST OF MATERIALS CONSUMED

I Billets & Steel 11,166,344,562 8,911,373,143

Zinc 74,310,565 202,572,686

Furnace Oil & Coal 58,855,630 85,848,132

Stores & Consumables 40,269,845 40,832,069

Total Cost Of Material Consumed 11,339,780,602 9,240,626,030

S. No. Particulars As on 31.03.2015 As on 31.03.2014

NOTE NO. 23 PURCHASE OF STOCK IN TRADE

I Coal 2,240,884,486 2,155,368,744

Total Trade Purchases 2,240,884,486 2,155,368,744

S. No. Particulars As on 31.03.2015 As on 31.03.2014

NOTE NO. 24 CHANGE IN INVENTORIES & WIP.

I Finished Goods

Finished Goods at the beginning of the year 694,378,311 441,663,150

Less : Finished Goods at the end of the year (611,172,245) (694,378,310)

Sub Total (A) 83,206,066 (252,715,159)

Stock at Site

Stock in Site at the beginning of the year 415,622,907 483,627,111

Less : Stock in Site at the end of the year (1,024,092,098) (415,622,907)

Sub Total (B) (608,469,191) 68,004,204

(Increase) / Decrease in Inventories (A+B) (525,263,125) (184,710,955)

S. No. Particulars As on 31.03.2015 As on 31.03.2014

NOTE NO. 25 EMPLOYEE BENEFIT EXPENSES (AGGREGATE EXPENDITURE)

I (a) Salaries & Wages 186,715,165 221,846,411

(b) Contribution to Provident & Other Funds 11,624,184 13,895,844

(c) Staff Welfare Expenses 5,018,449 8,710,815

Total Employee Benefit Expenses 203,357,798 244,453,070

NOTE NUMBERS TO STATEMENT OF PROFIT & LOSS

Co

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77Annual Report 2014-15

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S. No. Particulars As on 31.03.2015 As on 31.03.2014

NOTE NO. 26 OTHER OPERATING EXPENSESI (a) Sub Contracting Charges 2,648,025,182 3,550,519,312

(b) Power & Fuel 50,308,697 56,830,536 (c) Rent 16,694,009 15,104,419 (d) Repairs to Building 149,578 171,434 (e) Repairs to Machinery 727,956 980,780 (f) Insurance 8,978,552 7,526,041 (g) Rates & Taxes (excluding Income Tax) 26,266,279 24,720,550 (h) Miscellaneous Expenditure

Freight and Transportation Expenses 72,754,785 116,208,026 Travelling Expenses 22,615,496 29,911,677 Misc. Project Expenses 157,722 2,211,774 Row Clearance Expenditure 2,502,159 13,021,704 Tender Fee 286,747 863,515 Commission & Brokerage Paid 24,000 345,072 (i) Payment to Auditors: (i) As Auditor 300,000 300,000 (ii) For Taxation Matters 100,000 100,000 (iii) For Other Services 100,000 100,000

Total Other Expenses 2,849,991,162 3,818,914,840

S. No. Particulars As on 31.03.2015 As on 31.03.2014

NOTE NO. 27 ADMINISTRATIVE EXPENSESI (a) Telephone, Postage and Others 3,059,696 4,323,035

(b) Business Promotion Expenses 5,999,393 8,760,312 (c) Conveyance 5,306,831 5,232,134 (d) Office Maintenance 2,823,154 4,438,941 (e) Printing & Stationery Expenses 2,362,260 2,899,360 (f) Security Charges 24,645,824 16,418,706 (g) Managerial Remuneration 4,800,000 10,200,000 (h) Consultancy Charges 23,277,065 56,196,442 (i) Professional Consultancy fee 27,178,251 32,206,954 (j) Director Sitting Fee 540,000 160,000 (k) Interest on Taxes Payable 1,001,892 2,383,737 Total Administrative Expenses 100,994,366 143,219,621

S. No. Particulars As on 31.03.2015 As on 31.03.2014

NOTE NO. 28 FINANCE COSTI (a) Interest Expenses :

- Interest on Cash Credit 461,317,654 389,548,064 - Interest on Car Loan 1,260,074 1,037,218 - Interest on Term Loan 181,757,467 162,223,210 - Loan Processing Charges & Bank Charges 33,569,086 24,378,631

(b) Other Borrowing Costs 659,355,961 494,277,339 Total Finance Cost 1,337,260,242 1,071,464,461

S. No. Particulars As on 31.03.2015 As on 31.03.2014

NOTE NO. 29 OTHER EXPENSESI Other Expenses

Misc. Expenses 151,000 60,662 Membership and Subscription 135,385 511,860 General Expenses 847,730 599,855 Guest House Expenses 1,009,958 1,113,775 Vehicle Maintenance 417,856 840,404 CSR Expenses 17,329,937 - Bad Debts Written Off 10,319,626 6,929,208 Loss On Sale of Fixed Assets / Investment 396,454 - Total Other Expenses 30,607,946 10,055,764

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Annual Report 2014-1578

(All Figures in `)

For the Year ended

on 31.03.2015

For the Year ended

on 31.03.2014A CASH FLOW FROM OPERATING ACTIVITIES :

Net Profit after Interest & Depreciation but before Tax 1,058,912,827 961,093,608 Depreciation 449,172,663 286,962,538 Interest Paid 1,121,933,689 884,862,620 Interest Received (51,417,331) (57,633,234)Loss on Sale of Fixed Assets 396,454 - Profit on Sale of Assets / Investments - - Public Issue expenditure written off 19,315,018 19,009,932 Operating Profit before Working Capital changes 2,598,313,321 2,094,295,465 Adjustments for :Trade and Other Payables 2,082,924,869 404,810,371 Inventories (651,837,096) 241,874,734 Trade Receivables (1,270,608,497) (2,583,674,692)Loan and Advances 218,452,220 (43,030,860)Other Assets (324,749,705) (411,893,907)Cash generated from Operations 2,652,495,113 (297,618,890)Add: Income Tax Paid 233,075,289 73,024,010 Miscellaneous Expenditure - Net Cash Flow from Operating Activities (before & after Extraordinary Items) “ A “ 2,885,570,402 (224,594,880)

B NET CASH FROM INVESTING ACTIVITIES :(Purchase) / Sale of Fixed Assets (1,841,677,459) (263,140,738)Capital Work in Progress 25,131,420 (25,131,420)Increase in Creditors for Capital Goods - - (Purchase) / Sale of Investments (33,199,167) (79,042,650)Interest Received 51,417,331 57,633,234 Sale of Fixed Assets 6,626,768 - Sale of Investments - - Long Term Loans and Advances 17,929,786 3,335,675 Assets Written off - -Net cash flow from Investing Activities “ B “ (1,773,771,322) (306,345,899)

C CASH FLOW FROM FINANCING ACTIVITIESIssue of Share Capital 4,441,870 2,678,382 Share Application money pending allotment - - Bank Borrowings & Unsecured Loan 235,278,338 1,308,317,615 Dividend and Dividend Distribution Tax Paid (54,728) (51,362,878)Interest Paid (1,121,933,689) (884,862,620)Net Cash flow from Financing Activities “ C “ (882,268,209) 374,770,498

D NET (DECREASE) / INCREASE IN CASH AND CASH EQUIVALENTS (A + B + C) 229,530,871 (156,170,281)Cash and Cash Equivalents at the beginning 680,929,685 837,099,965 Cash and Cash Equivalents at the end 910,460,556 680,929,685 (includes Funds not available for use - Margin Money ` 60,11,49,706/- (Previous Year

` 57,58,87,919/-)

CASH FLOW STATEMENT FOR THE YEAR ENDED MARCH 31, 2015

AS PER OUR REPORT OF EVEN DATE

For P.Murali & Co., For BS LimitedFirm Regn. No: 007257SChartered Accountants

(Rajesh Agarwal) (Arun Dogra) (Alka Kumari) Managing Director Whole Time Director & CFO Company Secretary

P. Murali Mohana Rao DIN : 00142010 DIN : 06933098PartnerM.No. 023412

Place : HyderabadDate : 20.05.2015

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Cash Flow Statement | Significant Accounting Policies

SIGNIFICANT ACCOUNTING POLICIES1. ACCOUNTING CONVENTIONS These Financial Statements are prepared in

accordance with Indian Generally Accepted Accounting Principles (GAAP) under the historical cost convention on the accrual basis. GAAP comprises mandatory Accounting Standards as prescribed under Section 133 of the Companies Act, 2013 (‘the Act’) read with Rule 7 of the Companies (Accounts) Rules, 2014, the provisions of the Act (to the extent notified) and guidelines issued by the Securities and Exchange Board of India (SEBI). Accounting Policies have been consistently applied except where a newly-issued Accounting Standard is initially adopted or a revision to an existing Accounting Standard requires a change in the Accounting Policy hitherto in use

2. USE OF ESTIMATES The preparation of Financial Statements requires the

Management of the Company to make estimates and assumptions that affect the reported balances of Assets and Liabilities and Disclosures relation to the Contingent Liabilities as at the date of the Financial Statements and reported amounts of income and expense during the year. Examples of such estimates include provisions for Doubtful Receivables, Employee Benefits and Provision for Income Taxes. Future Results could differ due to changes in the estimates and the difference between the actual results and the estimates are recognized in the period in which the results are known/materialize.

3. REVENUE RECOGNITION Revenues / Incomes and Costs / Expenditure are

generally accounted on accrual basis as they are earned or incurred.

Sale of Goods is recognized net of discounts and rebates on transfer of significant risks and rewards of ownership which is generally on the dispatch of goods.

Income from Turnkey Services is accounted on the basis of billing to Customers and includes Unbilled Revenue accrued up to the end of the Accounting Period.

Interest income from deposits and others is recognized on an accrual basis.

Profit/loss on sale of Investments is recognized on the date of its sale and is computed as excess of sale proceeds over its carry amount as at the date of sale.

4. FIXED ASSETS Fixed Assets are stated at cost of acquisition as

reduced by Accumulated Depreciation. Apart from taxes (Excluding CENVAT) all costs including Financial Costs up to the date of commissioning and attributable to the Fixed Assets, Freight and other incidental expenses related to the Acquisition and Installation of the respective Fixed Assets are capitalized.

Capital work-in-progress is stated at the amount expended (includes taxes and duties) up to the date of Balance Sheet and includes advances paid to Suppliers and Contractors on account of Capital works.

5. PRE – OPERATIVE EXPENSES Expenditure during the construction period

(including Financing Cost relating to Borrowed Funds for Construction or Acquisition of Fixed Assets) incurred on project during implementation are treated as pre-operative expenses, pending allocation to the Assets, and are included under “Capital Work-in-progress”.

6. BORROWING COSTS Borrowing Costs that are attributable to the

Acquisition, Construction or Production of Qualifying Assets, pertaining to the period from commencement of activities relating to Construction / Development of the Qualifying Asset upto the date of capitalisation of such Asset, are capitalized as a part of the cost of such Assets. Any income earned on the temporary Deployment/ Investment of those borrowings is deducted from the Borrowing Costs so incurred. A Qualifying Asset is one that necessarily takes a substantial period of time to get ready for its intended use. All other Borrowing Costs are charged to the Statement of Profit and Loss.

7. DEPRECIATION Depreciation on Fixed Assets is provided on the

Written Down Method over the useful life of Assets.

Effective 1st April 2014, the Company depreciates its Fixed Assets over the useful life in the manner prescribed in Schedule II of the Act, as against earlier

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SIGNIFICANT ACCOUNTING POLICIESpractice of depreciating at the rates prescribed in Schedule XIV of the Companies Act 1956.

Based on an Independent Technical Evaluation, the useful life of Plant and Machinery and Factory Building has been estimated as 13 years and 28 years, which is different from that prescribed in Schedule II of the Act.

Depreciation on additions/ deletions to Fixed Assets is provided on a pro-rata basis from/ upto the date the Asset is put to use/ discarded.

8. IMPAIRMENT OF ASSETS The Carrying Values of Assets/ Cash Generating

Units at each Balance Sheet date are reviewed for impairment. If any indication of impairment exists, the recoverable amount of such Assets is estimated and impairment is recognized, if the carrying amount of these assets exceeds their recoverable amount. The recoverable amount is the greater of the net selling price and their value in use. Value in use is arrived at by discounting the Future Cash Flows to their present value based on an appropriate discount factor. When there is indication that an impairment loss recognised for an asset in earlier accounting periods no longer exists or may have decreased such reversal of impairment loss is recognised in the Statement of Profit and Loss, except in the case of Revalued Assets and the recoverable amount is reassessed and the Assets is reflected at the recoverable amount.

9. INVENTORIES Inventories are valued as under.

i) Raw Materials, Stores and Spares - at cost. ii) Finished Goods and Work-in-progress - at cost

or Net Realizable Value whichever is lower. Cost include cost of Direct Material, Labor, Factory Overhead including Excise Duty.

iii) Trading Goods - at cost or Net Realizable Value whichever is lower.

iv) Scrap - at Net Realizable Value.

10. INVESTMENTS Investments which are readily realisable and intended

to be held for not more than One year from the date on which such Investments are made, are classified as Current Investments. All other Investments are classified as Long-Term Investments. On initial

recognition, all Investments are recognized at cost. The cost comprises purchase price and directly attributable Acquisition charges such as brokerage, fees and duties.

Current Investments are carried in the Financial Statements at lower of cost and fair value determined on an Individual Investment Basis. Long-Term Investments are carried at cost. However, provision for diminution in value is made to recognize a decline other than temporary in the value of Investments.

On disposal of an Investment, the difference between its carrying amount and net disposal proceeds is charged or credited to the Statement of Profit and Loss.

11. TAXES ON INCOME Current Tax is the amount of tax payable on the

taxable income for the year as determined in accordance with the provisions of the Income Tax Act, 1961.

Minimum Alternate Tax (MAT) paid in accordance with the Tax Laws, which gives future economic benefits in the form of adjustment to future income tax liability, is considered as an Asset if there is convincing evidence that the Company will pay normal Income Tax. Accordingly, MAT is recognised as an Asset in the Balance Sheet when it is probable that future economic benefits associated with it will flow to the Company.

Deferred Tax is recognised on timing differences, being the differences between the taxable income and the accounting income that originate in one period and are capable of reversal in one or more subsequent periods. Deferred Tax is measured using the tax rates and the tax laws enacted or substantively enacted as at the reporting date. Deferred Tax Liabilities are recognised for all timing differences. Deferred Tax Assets are recognised for timing differences of items other than Unabsorbed Depreciation and Carry Forward Losses only to the extent that reasonable certainty exists that sufficient future taxable income will be available against which these can be realised. However, if there are Unabsorbed Depreciation and Carry Forward of Losses, Deferred Tax Assets are recognised only if there is virtual certainty that there will be sufficient future taxable income available to realise the Assets. Deferred Tax Assets and Liabilities are offset if such

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items relate to taxes on income levied by the same governing Tax Laws and the Company has a legally enforceable right for such set off. Deferred Tax Assets are reviewed at each Balance Sheet date for their reliability.

12. CONTINGENCIES A Contingent Liability is a possible obligation that

arises from past events whose existence will be confirmed by the occurrence or non-occurrence of one or more uncertain future events beyond the control of the Company or a present obligation that is not recognised because it is probable that an outflow of resources will not be required to settle the obligation. However if the possibility of outflow of resources, arising out of present obligation, is remote, it is not even disclosed as Contingent Liability. A Contingent Liability also arises in extremely rare cases where there is a liability that cannot be recognised because it cannot be measured reliably. The Company does not recognize a Contingent Liability but discloses its existence in the notes to Financial Statements. Contingent Assets are neither recognized nor disclosed in the Financial Statements. Loss contingencies arising from claims, litigation, assessments, fines, penalties, etc., are provided for when it is probable that a liability may be incurred and the amount can be reliably estimated.

13. RETIREMENT BENEFITS Liability in respect of retirement benefits is provided

and charged to the Profit & Loss Account as follows:

Gratuity – Liability in respect of Gratuity to employees is provided on basis of an actuarial valuation on projected unit credit method made at the end of each Financial Year.

Leave Encashment – Liability in respect of Leave Encashment is provided on the basis of Actuarial Valuation. The Actuarial Valuation is done as per the projected unit credit method.

Provident Fund – Provident Fund is administered through the Regional Provident Fund Commissioner and Company’s contribution is remitted accordingly.

14. EARNINGS PER SHARE(EPS) Basic Earnings per Share are calculated by dividing the

net profit or loss for the period attributable to Equity Shareholders by the Weighted Average number of Equity Shares outstanding during the year.

For the purpose of calculating Diluted Earnings per Share, the net profit or loss for the period attributable to Equity Shareholders and the Weighted Average number of shares outstanding during the period are adjusted for the effects of all dilutive potential Equity Shares.

15. FOREIGN CURRENCY TRANSACTIONS Transactions denominated in foreign currencies

are recorded in the reporting currency, by applying to the foreign currency amount the exchange rate between the reporting currency and the foreign currency at the date of the transaction.

Foreign Currency Monetary Items (Assets and Liabilities) are restated using the exchange rate prevailing at the reporting date. Non-monetary items, which are measured in terms of historical cost denominated in foreign currency, are reported using the exchange rate at the date of the transaction. Gains and losses, if any, at the year-end in respect of Monetary Assets and Monetary Liabilities are recognised in the Statement of Profit and Loss.

16. LEASE Leases in which significant portion of the risks and

rewards of ownership are retained by the lessor are classified as Operating Leases. Payments made under Operating Leases are charged to the Statement of Profit and Loss on a Straight- Line basis over the period of the lease or other systematic basis more representative of the time pattern of the users benefits

17. CASH FLOW STATEMENTS The Companies Act, 2013 does not lay down any

format for preparation of Cash Flow Statement; Companies will need to follow AS 3 in this regard. However, the Listing Agreement requires the Indirect Method for preparing Cash Flow Statements. Hence, Cash Flow Statement has been prepared by following the Indirect Method and in accordance with the provisions of AS 3.

18. SEGMENT REPORTING The Business of the Company has been classified

into segments based on the basis of the revenue from sales to External Customers and from transactions with other segments exceeds 10% of Total Revenues (external and internal) of all segments.

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SIGNIFICANT ACCOUNTING POLICIES

Significant Accounting Policies

BS LIMITED

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NOTES TO FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2015

30. LONG TERM BORROWINGS a) Term Loans from Banks - Secured Term Loans from Punjab National Bank is

closed during the current period.

Term Loan from Bank of India is secured by: First Equitable Mortgage and Charge

(on Pari-passu basis) on all Fixed Assets, both present and future of the Company- situated at Survey No. 82, 83, 92 – 95 & 107, Athvelly Village, Medchal Mandal, R.R.Dist & at Survey No. 41 & 42/AA, Majeedpally (NK) village, Toopran Mandal, Medak district, Andhra Pradesh.

The above Term Loan is further collaterally secured by:

Second pari-passu Charge on entire Current Assets of the Company.

Pledge of Equity Shares (90,998,850) of Promoters Holding as collateral security ranking pari-passu among Term Lenders and WC Consortium of Banks.

Personal Guarantees of Shri Rajesh Agarwal (Managing Director) and Mr. Dilip Satyanarayan Agarwal.

Further above Term Loan is also collaterally secured by:

Corporate Guarantee of M/s Agarwal Developers

Interest Rate is 12.70% p.a. and repayable between 2013 and 2017

Corporate Loan from SBH and SBT and Laxmi Vilas Bank is secured by:

Pari-passu first Charge on Current Assets of the Company along with other Working Capital Bankers, lenders & is further collaterally secured by

Second pari passu Charge on the Fixed Assets of the company along with the existing Term Lenders

Personal Guarantee of Shri Rajesh Agarwal (Managing Director).

Interest Rate is Ranging between 12.50% p.a. to 13.25% p.a. and repayable between 2013 and 2018

Other Term Loans taken against Mortgage of underlying Asset :

Equipment Loan taken from Axis Bank and the same is secured by the underlying Asset.(Stringing Machine).

Equipment Loan taken from HDFC Bank and the same is secured by the underlying Asset.(Tata Tipper, ACE Mobile Crane and Tower Crane).

Car Loan taken from ICICI Bank Ltd is secured by the underlying Asset (Car Make: Toyota Etios).

Car Loan taken from ICICI Bank Ltd is secured by the underlying Asset (Car Make: Toyota Innova).

Car Loan taken from ICICI Bank Ltd is secured by the underlying Asset (Car Make: Skoda Laura).

Car Loan taken from ICICI Bank Ltd is secured by the underlying Asset (Car Make: Audi).

Car Loan taken from Axis Bank Ltd is secured by the underlying Asset (Car Make: Mahindra Verito).

Car Loan taken from Axis Bank Ltd is secured by the underlying Asset (Car Make: Maruti Swift).

Equipment Loan taken from HDFC Bank and the same is secured by the underlying Asset.(2 Nos Mahindra Power All Generators).

Interest Rate is Ranging between 10% to 12% and repayable between 2014 and 2017

b) Term Loans from Financial Institutions - Secured

Car Loan taken from Volkswagen Finance Private Limited is closed during the current period.

Car Loan taken from Daimler Financial Services India Pvt Ltd and the same is secured by the underlying Asset. (Car Make : Mercedes Benz W221)

Car Loan taken from Kotak Mahindra Finance is secured by the underlying Asset (Car Make : Corolla Altis)

Car Loan taken from BMW India Financial Services Pvt Ltd is secured by the

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NOTES TO FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2015

underlying Asset (Car Make : Mercedes GLA 200)

Car Loan taken from BMW India Financial Services Pvt Ltd is secured by the underlying Asset (Car Make : BMW Mini Cooper)

Interest Rate is Ranging between 10% to 12% and repayable between 2014 and 2017

Term Loan from IFCI Limited is secured by way of: First Equitable Mortgage and Charge

(on Pari-passu basis) on all Fixed Assets, both present and future of the Company, situated at Survey No. 82, 83, 92 – 95 & 107, Athvelly Village, Medchal Mandal, R.R.Dist & situated at Survey No. 41 & 42/AA, Majeedpally (NK) village, Toopran Mandal, Medak district, Andhra Pradesh

Pledge of Equity Shares of Promoters holding to the extent of 5,36,00,000 Shares.

Personal Guarantee of Shri Rajesh Agarwal (Managing Director) of the Company

Interest rate is 14.60% p.a.

c) Short Term Loan from IFCI Venture Capital Funds Limited is taken against - Unsecured:

Pledge of Equity Shares of Promoters holding to the extent of 22,248,000 Shares.

Personal Guarantee of Shri Rajesh Agarwal (Managing Director) of the Company

Interest Rate is at 16% p.a. and repayable between 2013 and 2016

d) Loans and Advances from Related Parties - Unsecured

Unsecured Loans and Advances taken from Related Parties

(Amount)

31.03.2015 31.03.2014

Name of Party

Rajesh Agarwal 501,805,000 246,805,000

Reema Agarwal NIL 272,640,060

31. DEFINED BENEFIT PLAN The details of the Company’s post – Retirement Benefit Plans for its employees including Whole Time Directors

are given below which are certified by an Independent Actuary.

(All Figures in `)

ParticularsGratuity (`) Compensated absences (`)

2014-15 2013-14 2014-15 2013-14Present Value of Funded Obligation - - - -Fair Value of Plan Assets - - - -Present Value of Unfunded Obligation 7,495,593 6,343,019 7,619,334 9,364,965Unrecognized past service Cost - - - -Amount not recoginsed as an Asset (limit in Para 59(b)) - - - -Net Liability 7,495,593 6,343,019 7,619,334 9,364,965Amounts in Balance SheetLiability 7,495,593 6,343,019 7,619,334 9,364,965Assets - - - -Net Liability is bifurcated as follows :Current 474,091 427,728 1,226,785 1,688,653Non Current 7,021,502 5,915,291 6,392,549 7,676,312 Net Liability 7,495,593 6,343,019 7,619,334 9,346,965Component of Employer’s ExpenseCurrent Service Cost 2,581,337 2,593,407 - -Interest on Defined Benefit Obligation 801,365 611,469 - -Expected Return on Plan Assets - - - -Net Actuarial Loss / (Gains) recognized in year (2,009,229) (1,634,775) - -Past Service Cost - - - -Losses / (Gains) on Curtailments and Settlements - - - -Losses / (Gains) on Acquisition / Divestiture - - - -Effect Of limit in Para 59(b) - - - -Total Included In Employee Benefit Expense 1,373,473 1,570,101 (9,001) 21,60,850

Notes

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(All Figures in `)

ParticularsGratuity (`) Compensated absences (`)

2014-15 2013-14 2014-15 2013-14Actual Return On Plan Assets - - - -Movement in the Net Liability recognized in the Balance SheetOpening Defined Benefit Obligation 6,343,019 5,101,136 9,346,965 7,799,571Current Service Cost 2,581,337 2,593,407 (9,001) 21,60,850Interest Cost 801,365 611,469Actuarial Losses / (Gain) (2,009,229) (1,634,775)Past Service Cost - - - -Actuarial Losses / (Gain) due to Curtailment - - - -Liabilities Extinguised on Settlements - - - -Liabilities Assumed on Acquisition / (Settled on divestiture) - - - -Exchange Difference on Foreign Plans - - - -Benefit Paid (220,899) (328,218) (1,718,630) (613,456)Closing Defined Benefit Obligation 7,495,593 6,343,019 7,619,334 9,346,965Change in Fair Value of AssetsOpening Fair Value of Plan Assets - - - -Expected Return on Plan Assets - - - -Actuarial Losses / (Gain) - - - -Assets Distributed on Settlements - - - -Contribution by Employer 220,899 328,218 - -Assets Acquired on Acquisition / (Distributed on Divestiture) - - - -Exchange Difference on Foreign Plans - - - -Benefits Paid (220,899) (328,218) - -Closing Fair Value of Plan Assets - - - -Expected Employer’s Contribution Next Year 474,091 427,728 - -(D) Actuarial Assumptions Discount Rate (Per Annum) 7.90% 9.20% 7.90% 9.20% Mortality Indian Assured

Lives Mortality

(2006-08)

Indian Assured

Lives Mortality

(2006-08)

Indian Assured

Lives Mortality

(2006-08)

Indian Assured

Lives Mortality

(2006-08) Expected Rate of Return on Plan Asset (per Annum) 0.00% 0.00% 0.00% 0.00% Salary Escalation rate (Per Annum) 7.00% 7.00% 7.00% 7.00% Valuation Method Projected unit

credit method

Projected unit

credit method

Projected unit

credit method

Projected unit

credit method

Note:

1) Actuarial Valuation is worked out considering attrition rate and estimates of future salary increase taking into account of

inflation, Seniority, promotion and other relevant factors, such as supply and demand in the employment market.

32. SHORT TERM BORROWINGS Working Capital Loans - Secured Working Capital Loans from Syndicate Bank, Punjab

National Bank, State Bank of India, State Bank of Mysore, State Bank of Hyderabad, State Bank of Travancore, State Bank of Bikaner and Jaipur, United Bank of India, IDBI Bank, Lakshmi Vilas Bank and Bank of India is under a Working Capital Consortium with State Bank of India being the Consortium Leader.

The Working Capital Loans are secured by First exclusive Charge on Stocks, Receivables, Spares, Consumables and other Current Assets of the Company, present and future.

(1) Collateral security of Equitable Mortgage of properties:

Situated at Plot No. 42 (part) in Survey No. 258/1 & 259 situated at Jeedimetla Industrial Area, Shapurnagar, RR District, AP admeasuring appx 22,439.26 sq. yrds in the name of Agarwal Developers.

Open Agriculture land admeasuring Ac. 3.10 gnts in survey situated at Survey No. 119, 120, 121, 122 & 124 Athvelly Village, Medchal Mandal, Ranga Reddy District belonging to M/s BS Limited (Formerly Known As : B S Transcomm Ltd) and Mr. Rajesh Agarwal and

NOTES TO FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2015

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33. CONTINGENT LIABILITIES NOT PROVIDED FOR

(All Figures in `)

As at

31.03.2015

As at

31.03.2014

i) Bills Discounted with Banks 174,310,291 190,758,602

ii) Bank Guarantees given by Banks 2,190,998,109* 4,842,284,816

iii) Claims contested by the Company 500,000 500,000

iv) Corporate Guarantee Given to Banks on account of Subsidiaries 500,240,000** 301,404,500**

*BGs taken for Release of Advance Money, Retention Money and as security for procurement of Raw Material are not considered

under Contingent Liabilities as the same are already grouped under Other Liabilities and Trade Payables.

**Corporate Guarantee of USD 8,000,000 (Previous Year 5,000,000) is offered to UCO Bank, Singapore and Habib Bank,

Singapore for the limits granted to BS Global Resources Pvt. Ltd (100% Subsidiary of BS Limited). 1 USD = ` 62.53/- (Previous

Year 1 USD = ` 60.2809)

34. MICRO, SMALL AND MEDIUM ENTERPRISES DEVELOPMENT ACTThe Company has not received intimation from vendors regarding their status under the Micro, Small and Medium Enterprises

Development Act, 2006 and hence names of Micro, Small and Medium Enterprises to whom the Company owes any sum

together with interest unpaid as on the date of Balance Sheet is not ascertainable.

Residential Flat No: 103, 2nd Floor Block “D” Trendset Valley View Apartments at Banjara Hills Road Number 6 Hyderabad in the name of Mr Rajesh Agarwal.

All the office premises bearing Unit No. 302 sq., ft carpet area (equivalent to 344.05 sq. mtr) on the 3rd floor of the building no. 19 (A Wing), Pinnacle Corporate Park, along with 3 (Three) Car Parking spaces in Stack Car Parking system in the Basement floor of the said building constructed on land bearing CTS NO. 4207 (pat) of Village Kole Kalian, Taluka Andheri in the Registration Sub District of Bandra, District Bombay Suburban within the Municipal Corporation of Greater Mumbai on pari-passu basis with other WC bankers.

(2) Interim Collateral of Fixed Deposit for ̀ 10 Crores.

(3) The above Working Capital Loans are further secured by Pari passu Second Charge on the entire Fixed Assets of our Company, both present and future.

(4) All Working Capital Loans are further secured by: Pledge of Equity Shares (90,998,850) of

Promoters holding as collateral security ranking paripasu among Term Lenders and WC Consortium of Banks.

Pledge of Equity Shares (30,332,950) of Promoters holding as additional collateral security ranking paripasu among WC Consortium of Banks.

Corporate Guarantee of i-Vantage India Private Ltd and Agarwal Developers.

Personal Guarantees of Shri Rajesh Agarwal (Managing Director), and Mr. Dilip Satyanarayan Agarwal.

Corporate Guarantee of Agarwal Reality developers Private Ltd.

Interest Rate is Ranging between 11% to 12.75% and repayable on demand

Short Term Loan from Others

Loan from Sai Baba Investment & Finance Pvt Ltd are unsecured

Interest Rate is Ranging between 12% to 15% and repayable on demand

Unsecured Loans and advances taken from Related Parties

(Amount in `)

31.03.2015 31.03.2014

Name of Party

BS Global Resources Pvt Ltd NIL 23,958,269

NOTES TO FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2015

Notes

BS LIMITED

Annual Report 2014-1586

35. PARTICULARS OF MANAGERIAL REMUNERATION

(All Figures in `)

Year ended 31.03.2015 Year ended 31.03.2014

Particulars

Managing

Director *

Joint

Managing

Director*

Whole-time

Director **

Managing

Director

Joint

Managing

Director

Whole-time

Director

Salary/ Commission 4,800,000 631,717 4,800,000 2,700,000 2,700,000

Perquisites & other Benefits - - - - - -

PF & other Funds - - - - - -

Total 4,800,000 631,717 4,800,000 2,700,000 2,700,000

* The Board approved the payment of remuneration in the form of Commission to the Managing Director, Joint Managing

Director and the Whole-Time Director. The same was fixed at 1% of Net Profit after Tax but before Director Commission or the

remuneration already fixed whichever is lower.

** Mr. Arun Dogra was appointed as the Whole Time director of the company wef August 14, 2014

36. RELATED PARTY DISCLOSURES: I) List of Related Parties with whom transactions have taken place and nature of relationship:

i) Subsidiary : BS Global Resources Private Ltd

: BS Limited FZE

ii) Associated Company (SPV) : Raichur Sholapur Transmission Company Private Limited

iii) Key Management Personnel : Mr. Rajesh Agrawal

: Mr. Arun Kumar Dogra

iv) Relatives of Key Management Personnel : Mrs. Reema Agarwal

: Mrs. Shalini Agarwal

: Mrs. Shakuntala Devi Agarwal

: Mr. Dilip Kumar Agarwal

: Mr. Rakesh Agarwal

: Mr. Mukesh Agarwal

v) Concerns in which Key Management Personnel have

Substantial Interest - (Significant Interest Entities)

: Shivganga Infrastructures Ltd.

: Agarwal Developers

: I-Vantage India Pvt Ltd

: I-Vantage Apac Pvt.Ltd.

II) Aggregate Related Party Transactions:

(Amount in `)

S. No Name of The Party Nature of Transaction Opening Balance

1st April 2014

Debit Credit Closing Balance

March 31, 2015

1 Rajesh Agarwal Remuneration/ Commission 457,441 (Cr) 5,330,212 4,901,446 28,675 (Cr)

2 Rakesh Agarwal Remuneration/ Commission 249,239 (Cr) 2,811,488 2,562,249 -

3 Mukesh Agarwal Remuneration/ Commission 343,555(Cr) 5,372,011 5,028,456 -

4 Reema Agarwal Unsecured Loan taken/

(Repayment)

272,640,060 (Cr) 391,140,060 118,500,000 -

5 Reema Agarwal Professional Charges 99,900 (Cr) 1,936,356 1,836,456 -

6 Shalini Agarwal - - - -

NOTES TO FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2015

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S. No Name of The Party Nature of Transaction Opening Balance

1st April 2014

Debit Credit Closing Balance

March 31, 2015

7 Shakuntala Devi Agarwal Sale of Shares of BS Infratel

Limited

499,400 (Dr) - 499,400 -

8 BS Infratel Limited Unsecured Loan taken/

(Repayment)

12,700 (Dr) - 12,700 -

9 BS Global Resources

Private Ltd

Investment 265,469,430 (Dr) - - 265,469,430(Dr)

10 BS Global Resources

Private Ltd

Loan 23,958,269(Cr) 246,035,100 55,056,082 167,020,749(Dr)

11 BS Global Resources

Private Ltd

Corporate Guarantee USD 5,000,000

@ `62.53 given

to UCO Bank and

USD 3,000,000 to

Habib Bank

- - 500,240,000

12 Rajesh Agarwal Unsecured Loan taken/

(Repayment

246,805,000 (Cr) 255,000,000 501,805,000 (Cr)

37. ADDITIONAL INFORMATION PURSUANT TO THE PROVISION OF PARAGRAPHS 3, 4C & 4D OF PART II OF SCHEDULE VI OF THE COMPANIES ACT, 1956 IS AS UNDER:

(A) Capacity & Production:

Year ended

31.03.2015

Delicensed

Year ended

31.03.2014

Delicensed

a) Licensed Capacity * - -

b) Installed Capacity (As certified by the Management & relied upon by the

Auditors being a technical matter)

Towers Manufacturing 240,000* 240,000*

Integrated Structural Mill (Tonnes per Annum) 120,000* 120,000*

Actual Production 132,064 125,101

* The Products manufactured by the Company are under De-licensed Category.

(B) Production/ Sales & Stock:

As at 31.03.2015 As at 31.03.2014

Quantity

(Tonnes)

Value

(` In Lakhs)

Quantity

(Tonnes)

Value

(` In Lakhs)

c) Opening Stock of

- Goods 17,893.313 7,709.60 13,371.065 6,385.21

d) Closing Stock of

- Goods 15,284.494 7,654.41 17,893.313 7,709.60

e) Production/ Dealt 136,184.080 - 128,961.360 -

f) Sales 134,672.820 65,895.41 120,578.800 51,945.53

NOTES TO FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2015

Notes

BS LIMITED

Annual Report 2014-1588

(C) Raw Material Consumed:

As at 31.03.2015 As at 31.03.2014

Quantity

(Tonnes)

Value

(` In Lakhs)

Quantity

(Tonnes)

Value

(` In Lakhs)

g) Raw Material Consumed *

- Steel 136,184.08 52,944.28 128,961.36 47,210.17

* There is no other individual item of Raw Material consumed exceeding 10% of the total value of Raw Material Consumed

(D) Value of Raw Material Consumed (Imported & Indigenous) and Components & Spare parts:

As at 31.03.2015 As at 31.03.2014

% Value

(` In Lakhs)

% Value

(` In Lakhs)

h) Raw Material consumed

Imported 0.00 0.00 0.00 0.00

Indigenous 100.00 52,944.28 100.00 47,210.17

Total 100.00 52,944.28 100.00 47,210.17

i) Value of Imported

Components & Spare parts NIL NIL NIL NIL

38. EARNING PER SHARE (EPS) The Basic and Diluted EPS is Calculated as under:

ParticularsYear Ended

March 31, 2015

Year Ended

March 31, 2014

a) Profit after Tax during the year (`) 685,800,843 626,702,013

b) Earnings available to Equity Shareholders for Basic & Diluted EPS(`) 685,800,843 626,702,013

c) Weighted Average Number of Shares taken for computation of EPS

- Basic 439,762,160 439,273,880

- Diluted 439,762,160 439,273,880

d) Earning per Share (b/a)

- Basic 1.56 1.43

- Diluted 1.56 1.43

e) Nominal Value per Share 1.00 1.00

The Company has issued Bonus Shares in the proporation of 1:1 on the ESOP allotted during the Current Financial year in

accordance with the approval of Shareholders. EPS reported for the Year ended March 31, 2014 has been derived considering the

increase in the number of Equity Shares on account of Bonus Shares issued in the Current Financial Year 2014-15 in accordance

with the Disclosure Requirements as per Accounting Standard -20 on “Earning Per Share”.

39. DEPRECIATIONIn accordance with the provisions of Schedule II of the Act, in case of Fixed Assets which has completed their useful life as

at April 01, 2014, the Carrying Value (Net of Residual Value) amounting to ` 2,640,832/- as a transitional provision has been

recognized in the Retained Earnings.

NOTES TO FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2015

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Further, in case of Assets acquired prior to April 01, 2014, the Carrying Value of Assets (Net of Residual Value) is depreciated over

the remaining useful life as determined effective April 01, 2014.

Depreciation expenses for the year would have been lower by ` 153,540,401/-, has the Company continued with the previous

rates of Depreciation as prescribed under Schedule XIV to the Companies Act, 1956.

40. SEGMENT REPORTINGThe Company is primarily engaged in the business of Engineering, Procurement and Construction business (EPC) and Trading

Business.

(` in Lakhs)

ParticularsMarch 31, 2015

Audited

March 31, 2014

Audited

1) Segment Revenue

Engineering, Procurement and Construction Business (EPC) 167,856.65 155,071.44

Trading Business 22,636.02 21,966.93

Total 190,492.67 177,038.38

2) Segment Results (EBIDTA)

Engineering, Procurement and Construction Business (EPC) 27,861.96 22,345.86

Trading Business 227.18 413.25

Total (EBIDTA) 28,089.14 22,759.11

Less : Interest 13,372.60 10,714.64

Other Un-allocable Expenditure net off 4,684.88 3,059.72

Un-allocable Income (557.47) (626.20)

Total Profit Before Tax 10,589.13 9,610.94

3) Capital Employed

Engineering, Procurement and Construction Business (EPC) 72,593.02 65,688.54

Trading Business

Total 72,593.02 65,688.54

41. Balances relating to Debtors, Creditors, Loans and Advances are subject to reconciliation & confirmation.

42. During the Current Period the Company has made an Investment of ` 26,664,000/- in SPV for BOOM Project awarded by Rural

Electrification Corporation Limited and ` 6,272,669 in BS Limited FZE Dubai (100% Subsidiary).

43. Statement of ESOP Vested and Exercised during the Current Financial Year.

Total ESOP Granted Options Vested Options Exercised Options Vested but

not Exercised

Options Lapsed Unvested Options

703,707 463,059 112,625 89,827 442,006 59,249

44. UNPAID DIVIDEND ACCOUNT

Particulars March 31, 2015 March 31, 2014

Final Dividend - Mar 11 98,350 98,550

Final Dividend - Mar 12 136,025 136,415

Interim Dividend - Mar 13 114,505 115,618

Final Dividend - Mar 14 39,182 NIL

Total 388,062 350,583

NOTES TO FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2015

Notes

BS LIMITED

Annual Report 2014-1590

45. CASH INFLOW/ OUTFLOW IN FOREIGN CURRENCY

(All Figures in `)

Particulars March 31, 2015 March 31, 2014

Capital Purchases 567,058 13,502,335

Investment in BS Global Resources Pvt. Ltd NIL NIL

Investment Done in BS International (Africa) Limited NIL 6,927,600

Investment in BS International (Africa) Limited - received back NIL 6,927,600

Loan to BS Global Resources Pvt. Ltd 246,035,100 205,850,500

Loan received from BS Global Resources Pvt. Ltd 30,188,516 229,808,769

Cash Outflow 427,903,208 133,531,074

Cash Inflow 673,976,950 NIL

46. As per Section 135 of the Companies Act 2013, a Corporate Social Responsibility Committee has been formed by the Company

and ̀ 17,220,000/- allocated for CSR Activities. The areas for CSR activities are eradication of Hunger and Malnutrition, Promoting

education, Health Care and Rural Development Projects. These funds were primarily allocated to a corpus and yet to be utilized

for the specified purposes.

47. Figures for the Previous Year have been rearranged/ regrouped / recast wherever necessary to conform to the Current Year

presentation/ classification.

48. Figures are rounded off to the nearest rupee.

AS PER OUR REPORT OF EVEN DATE

For P.Murali & Co., For BS LimitedFirm Regn. No: 007257SChartered Accountants

(Rajesh Agarwal) (Arun Dogra) (Alka Kumari) Managing Director Whole Time Director & CFO Company Secretary

P. Murali Mohana Rao DIN : 00142010 DIN : 06933098PartnerM.No. 023412

Place : HyderabadDate : 20.05.2015

NOTES TO FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2015

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To The Members of BS Limited

REPORT ON THE CONSOLIDATED FINANCIAL STATEMENTS We have audited the accompanying Consolidated Financial Statements of BS Limited (“the Company”), which comprise the Balance Sheet as at March 31, 2015, the Statement of Profit and Loss and Cash Flow Statement for the year then ended, and a summary of Significant Accounting Policies and other explanatory information.

MANAGEMENT’S RESPONSIBILITY FOR THE CONSOLIDATED FINANCIAL STATEMENTSThe Company’s Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act, 2013 (‘the Act’) with respect to the preparation of these Consolidated Financial Statements that give a true and fair view of the Consolidated Financial Position, Consolidated Financial Performance and Consolidated Cash Flows of the Company in accordance with the Accounting Principles generally accepted in India, including the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of Companies (Accounts) Rules, 2014. This responsibility includes 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 frauds and other irregularities; Selection and Application of appropriate Accounting Policies; Making judgments and estimates that are reasonable and prudent; Design, Implementation and Maintenance of adequate Internal Financial Controls, that are operating effectively for ensuring the accuracy and completeness of the Accounting Records, relevant to the preparation and presentation of the Financial Statements that give a true and fair view and are free from Material Misstatement, whether due to fraud or error.

AUDITOR’S RESPONSIBILITYOur responsibility is to express an opinion on these Consolidated Financial Statements based on our Audit.

We have taken into account the provisions of the Act, the Accounting and Auditing Standards and matters which are required to be included in the Audit Report under the provisions of the Act and the Rules made there under. We conducted our Audit in accordance with the Standards on Auditing specified under Section 143(10) of the Act. Those Standards require that we comply with ethical requirements and plan and perform the Audit to obtain reasonable assurance about whether the Consolidated Financial Statements are free from Material Misstatement.

An Audit involves performing procedures to obtain Audit evidence about the amounts and Disclosures in the Consolidated Financial Statements. The procedures selected depend on the Auditor’s judgment, including the assessment of the risks of Material Misstatement of the Consolidated Financial Statements, whether due to fraud or error. In making those risk assessments; the Auditor considers Internal Financial Control relevant to

the Company’s preparation of the Consolidated Financial Statements that give a true and fair view. In order to design Audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on whether the Company has in place an adequate Internal Financial Controls System over Financial Reporting and the Operating Effectiveness of such controls. An Audit also includes evaluating the appropriateness of Accounting Policies used and the reasonableness of the Accounting Estimates made by the Company’s Directors, as well as evaluating the overall presentation of the Consolidated Financial Statements.

We believe that the Audit evidence we have obtained is sufficient and appropriate to provide a basis for our Audit opinion on the Financial Statements.

OPINIONIn our opinion and to the best of our information and according to the explanations given to us, the Consolidated Financial Statements give a true and fair view in conformity with the Accounting Principles generally accepted in India, of the Consolidated State of Affairs of the Group and its jointly controlled entity as at March 31, 2015, and their Consolidated Profit and their Consolidated Cash Flows for the year ended on that date.

We report that the Consolidated Financial Statements have been prepared by the Company’s Management in accordance with the requirements of Accounting Standard (AS) – 21 - Consolidated Financial Statements and Accounting Standard (AS) 27 - Financial Reporting of Interest in Joint Ventures specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014.

OTHER MATTER We did not Audit the Financial Statements of Two Subsidiaries and One Joint Venture Company included in the Consolidated Financial Results, whose Financial Statements / Financial Information reflect Total Assets of ` 8,211,774,868/- as at March 31, 2015, Total Revenue of ` 7,897,982,152/- for the year ended March 31, 2015. The Audited Reports have been furnished to us, and our opinion on the Consolidated Financial Results, to the extent they have been derived from such Audited Financial Statements is based solely on the Report of such other Auditors.

For P. Murali & CO.,

Chartered Accountants

Firm Registration No : 007257S

P. Murali Mohana Rao

Place: Hyderabad Partner

Date : 20/05/2015 M.No. 023412

INDEPENDENT AUDITOR’S REPORT ON CONSOLIDATED FINANCIAL STATEMENTS

Note | Independent Auditor’s Report

BS LIMITED

Annual Report 2014-1592

CONSOLIDATED BALANCE SHEET AS AT MARCH 31, 2015

(All Figures in `)

Particulars Note No As on 31.03.2015 As on 31.03.2014I. EQUITY AND LIABILITIES (1) Shareholder’s Funds (a) Share Capital 1 439,825,700 439,017,720 (b) Reserves and Surplus 2 5,452,963,831 4,666,349,101 (2) Share Application money pending allotment 3 - 8,889,778

5,892,789,531 5,114,256,598 (3) Minority Interest - - (4) Non-Current Liabilities (a) Long-Term Borrowings 4 2,537,920,950 2,586,049,320 (b) Deferred Tax Liabilities (Net) 5 213,033,007 162,740,990 (c) Other Long Term Liabilities 6 395,842,822 154,903,294 (c) Long Term Provisions 7 13,613,490 13,591,603

3,160,410,269 2,917,285,207 (5) Current Liabilities (a) Short-Term Borrowings 8 3,706,567,333 3,478,832,923 (b) Trade Payables 9 10,290,233,188 5,200,438,010 (c) Other Current Liabilities 10 1,341,883,562 809,900,708 (d) Short-Term Provisions 11 708,825,034 464,539,740

16,047,509,117 9,953,711,381 Total 25,100,708,917 17,985,253,187 II. ASSETS (1) Non-Current Assets (a) Fixed Assets (i) Tangible Assets 12 4,737,191,230 2,181,747,204 (ii) Intangible Assets 12 996,200 2,738,846 (iii) Capital Work-in-Progress 12 - 25,131,420 (iv) Intangible Assets under Development 12 - 1,081,708,721

4,738,187,431 3,291,326,191 (b) Non-Current Investments 13 5,460,820 5,460,820 (c) Long Term Loans and Advances 14 367,046,199 335,396,036 (d) Other Non-Current Assets 15 - 19,448,848

372,507,019 360,305,704 (2) Current Assets (a) Inventories 16 2,304,261,098 1,652,424,002 (b) Trade Receivables 17 14,483,891,309 9,682,861,242 (c) Cash and Cash Equivalents 18 943,664,889 835,497,384 (d) Short-Term Loans and Advances 19 1,248,477,467 1,477,707,246 (e) Other Current Assets 20 1,009,719,703 685,131,417

19,990,014,467 14,333,621,292 Total 25,100,708,917 17,985,253,187

AS PER OUR REPORT OF EVEN DATE

For P.Murali & Co., For BS LimitedFirm Regn. No: 007257SChartered Accountants

(Rajesh Agarwal) (Arun Dogra) (Alka Kumari) Managing Director Whole Time Director & CFO Company Secretary

P. Murali Mohana Rao DIN : 00142010 DIN : 06933098PartnerM.No. 023412

Place : HyderabadDate : 20.05.2015

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CONSOLIDATED PROFIT AND LOSS STATEMENT FOR THE YEAR ENDED MARCH 31, 2015

(All Figures in `)

Particulars Note No As on 31.03.2015 As on 31.03.2014

I. Revenue from Operations 21 26,731,489,474 23,207,266,535

II. Other Income 22 91,520,764 64,114,868

III. Total Revenue (I +II) 26,823,010,239 23,271,381,404

IV. Expenses:

Cost of Materials Consumed 23 11,339,780,602 9,240,626,030

Purchase of Stock-in-Trade 24 9,617,782,918 7,522,822,251

Changes In Inventories of Finished Goods, Work-in-Progress and

Stock-in-Trade

25 (525,263,125) (184,710,955)

Employee Benefit Expense 26 227,785,508 259,044,524

Other Operating Expenses 27 2,870,415,298 3,835,255,222

Administrative Expenses 28 109,932,028 154,474,374

Financial Costs 29 1,412,050,394 1,074,206,140

Depreciation and Amortization Expense 12 481,252,901 288,740,829

Other Expenses 30 138,109,106 10,862,311

Public Issue Expenses Written off 19,315,018 19,009,932

IV. Total Expenses 25,691,160,648 22,220,330,658

V. Profit Before Tax (III - IV) 1,131,849,591 1,051,050,746

VI. Exceptional Items - -

VII. Profit Before Extraordinary Items and Tax (V - VI) 1,131,849,591 1,051,050,746

VIII. Extraordinary Items - -

IX. Profit Before Tax (VII - VIII) 1,131,849,591 1,051,050,746

X. Tax Expense:

(1) Current Tax 329,632,880 320,040,983

(2) Deferred Tax 50,292,016 27,291,595

XI. Profit after Tax but Before Intergroup Profit / (Loss) and Minority Interest (V - VI)

751,924,695 703,718,168

XII. Unrealised Profits - Intergroup Transactions - -

XIII. Minority Interest - -

XV. Profit for the Period After Intergroup Profit / (Loss) and Minority

Interest (VII - VIII - IX)

751,924,695 703,718,168

XVI. Earning Per Equity Share:

(1) Basic 36 1.71 1.60

(2) Diluted 36 1.71 1.60

AS PER OUR REPORT OF EVEN DATE

For P.Murali & Co., For BS LimitedFirm Regn. No: 007257SChartered Accountants

(Rajesh Agarwal) (Arun Dogra) (Alka Kumari) Managing Director Whole Time Director & CFO Company Secretary

P. Murali Mohana Rao DIN : 00142010 DIN : 06933098PartnerM.No. 023412

Place : HyderabadDate : 20.05.2015

Balance Sheet | Profit and Loss Statement

NOTE NUMBERS TO CONSOLIDATED BALANCE SHEET

BS LIMITED

Annual Report 2014-1594

(All Figures in `)

S. No. Particulars As on 31.03.2015 As on 31.03.2014

NOTE NO. 1 SHARE CAPITAL

a Equity Share Capital(a) Authorised 500,000,000 500,000,000 C.Y 500,000,000 (P.Y. 500,000,000) Shares of ` 1/- each(b) Issued 439,825,700 439,017,720 C.Y 439,825,700 Shares of ` 1/- each (P.Y. 439,017,720 of ` 1/- each) (c) Subscribed & Fully Paid Up 439,825,700 439,017,720 C.Y 439,825,700 Shares of ` 1/- each (P.Y. 439,017,720 of ` 1/- each) (d) Subscribed & not fully paid up - - (e) Par Value Per Share ` 1 Total Equity Share Capital 439,825,700 439,017,720

b A Reconciliation of the Number of Shares outstanding at the beginning and at

the end of the Reporting Period: Number of Shares Number of Shares

Equity Shares of ` 1 each, Fully paid up :At the Beginning 439,017,720 21,926,526 Issued during the year - Bonus Issue 403,990 21,950,886 Issued during the year - ESOP 403,990 24,360 Sub-Division of Face Value of Shares from ` 10/- each into ` 1/- - 395,115,948 At the end 439,825,700 439,017,720

c Details of Shareholder holding more than 5% Shares of the Company: % of Share HoldingEquity Shares Held ByRajesh S Agrawal C.Y 282,517,480 of ` 1/- each (P.Y 282,517,480 of ` 1/- each) 64.23 64.35 Santkumar Brijmohan Agarwal C.Y 18,096,387 of ` 1/- each (P.Y 2,55,31,820 of

` 1/- each)

- 5.82

S. No. Particulars As on 31.03.2015 As on 31.03.2014

NOTE NO. 2 RESERVES AND SURPLUSI Reserves and Surplus

a) Securities Premium Reserve As at the commencement of the year 1,994,623,569 1,992,188,787 Add: Additions during the year 4,037,880 2,434,782 Less: Utilised during the year - -

1,998,661,449 1,994,623,569 b) Bonus to Share Holders 1,490,760 4,603,660 c) Surplus i) Opening Balance - Profit and Loss Account 2,598,385,864 2,170,143,094 Add: Transfer from Profit & Loss Account 751,924,695 703,718,168 Less: Dividend 46,780 43,901,772 Less: Dividend Distribution Tax 7,948 7,461,106 Less: Bonus Shares / (Forfieture of Bonus shares) (2,708,910) 224,112,520 Less: Transfer from Reserves to Fixed Assets. 2,640,832 -

3,350,323,908 2,598,385,864 II d) Foreign Exchange Translation Gain / (Loss) 102,487,714 68,736,009

Negative balance of Reserves and Surplus Account - - Total Reserves and Surplus 5,452,963,831 4,666,349,101

S. No. Particulars As on 31.03.2015 As on 31.03.2014

NOTE NO. 3 SHARE APPLICATION MONEY PENDING ALLOTMENT

1 Share Application Money - 8,889,778 - 8,889,778

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S.No. Particulars As on 31.03.2015 As on 31.03.2014

NOTE NO. 4 LONG TERM BORROWINGSI Long Term Borrowings

a) Term Loans:

From Banks:

Secured - Refer Note No 30a 1,571,514,239 1,671,277,585

From Financial Institutions :

Secured - Refer Note No 30b 393,960,527 287,777,223

Unsecured - Refer Note No 30c 70,641,184 107,549,452

b) Loans and Advances from Related Parties

Un Secured:

Unsecured - Refer Note No. 30d 501,805,000 519,445,060

Total Long Term Borrowings 2,537,920,950 2,586,049,320

S. No. Particulars As on 31.03.2015 As on 31.03.2014

NOTE NO. 5 DEFERRED TAX LIABILITY (NET)I Opening Deferred Tax Liability 168,080,134 139,635,029

Add:

Deferred Tax Liability for the year (Due to SLM and WDV Difference) 51,475,814 28,445,105

Gross Deferred Tax Liability 219,555,948 168,080,134

Opening Deferred tax Asset 6,631,112 4,185,634

Provision for Gratuity and Compensated Absences and Doubtful Debt (108,170) 1,153,510

Gross Deferred Tax Asset 6,522,942 5,339,144

Deferred Tax Liability/ (Asset) - Net 213,033,007 162,740,990

S. No. Particulars As on 31.03.2015 As on 31.03.2014

NOTE NO. 6 OTHER LONG TERM LIABILITIESa) Trade Payables & Others

- Advance from Customers 395,842,822 154,903,294

Total Other Long Term Liabilities 395,842,822 154,903,294

S. No. Particulars As on 31.03.2015 As on 31.03.2014

NOTE NO. 7 LONG TERM PROVISIONSI a) Provisions for Employee Benefits

- Provision for Gratuity - Refer Note No.31 5,985,155 5,915,291

- Provision for Leave Encashment - Refer Note No. 31 7,628,335 7,676,312

Total Long Term Provisions 13,613,490 13,591,603

Note

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Annual Report 2014-1596

(All Figures in `)

S. No. Particulars As on 31.03.2015 As on 31.03.2014

NOTE NO. 8 SHORT TERM BORROWINGS.

I Short Term Borrowings

a) Loans Repayable on Demand:

From Banks

Secured - Refer Note No. 32 3,700,267,233 3,396,293,097

b) Loans and Advances from other parties

Unsecured - Refer Note No. 32 6,300,100 34,623,287

c) Loans and Advances from Related Parties

UnSecured - Refer Note No. 32 - 47,916,539

Total Short Term Borrowings 3,706,567,333 3,478,832,923

S. No. Particulars As on 31.03.2015 As on 31.03.2014

NOTE NO. 9 TRADE PAYABLES

I a) Trade Payables 10,290,233,188 5,200,438,010

Total Trade Payables 10,290,233,188 5,200,438,010

S. No. Particulars As on 31.03.2015 As on 31.03.2014

NOTE NO. 10 OTHER CURRENT LIABILITES

I a) Current maturities of Long Term Debts 632,645,365 519,925,149

b) Interest accrued but not due on Borrowings 14,375,994 12,991,852

c) Advance Received from Customers 689,319,196 223,238,764

d) Unpaid Dividend 388,062 44,252,355

e) Other Payables 5,154,945 9,492,587

Total Other Current Liabilities 1,341,883,562 809,900,708

S. No. Particulars As on 31.03.2015 As on 31.03.2014

NOTE NO. 11 SHORT TERM PROVISIONS

I a) Provisions for Employee Benefits

PF Payable 1,240,277 776,166

Salaries Payable 18,758,997 30,794,938

Provision for Gratuity - Refer Note No. 31 1,510,438 427,728

Provision for Leave Encashment - Refer Note No. 31 (9,001) 1,688,653

b) Others

Statutory Liabilities 482,052,396 292,315,394

Provision for Expenses 205,271,926 138,536,861

Total Short Term Provisions 708,825,034 464,539,740

97Annual Report 2014-15

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Statuto

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Finan

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97Annual Report 2014-15

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Note

NOTE NUMBERS TO CONSOLIDATED BALANCE SHEET

BS LIMITED

Annual Report 2014-1598

(All Figures in `)

S. No. Particulars As on 31.03.2015 As on 31.03.2014

NOTE NO. 13 NON- CURRENT INVESTMENTS

I Non- Current Assets

Trade Investments

a) Investment Property - Land at Cherapally 5,460,820 5,460,820

Total Non Current Investments 5,460,820 5,460,820

S. No. Particulars As on 31.03.2015 As on 31.03.2014

NOTE NO. 14 LONG TERM LOANS AND ADVANCES

I Long - Term Loans and Advances:

a) Security Deposit

Unsecured 367,046,199 335,346,036

b) Other Loans and Advances

Unsecured - 50,000

Total Long Term Loans & Advances 367,046,199 335,396,036

S. No. Particulars As on 31.03.2015 As on 31.03.2014

NOTE NO. 15 OTHER NON - CURRENT ASSETS

I Public Issue Expenses - 19,315,018

II Others - Deposit with Sales Tax Department - 133,830

Total Other Non Current Assets - 19,448,848

S. No. Particulars As on 31.03.2015 As on 31.03.2014

NOTE NO. 16 INVENTORIES

I Inventories :

a) Raw Materials

Billet & Steel 562,868,726 427,139,632

Zinc 18,898,670 24,601,805

Furnace Oil 129,943 570,888

Sub Total 581,897,339 452,312,325

b) Work - in - progress

EPC Work In Progress 81,300,000 89,875,000

Sub Total 81,300,000 89,875,000

c) Finished goods

Tower and Tower parts 607,572,585 688,567,593

Scrap 3,599,659 5,810,718

Sub Total 611,172,245 694,378,311

d) Stock - at - Site

Bought Out Items 1,024,092,098 415,622,907

e) Stores and Spares 5,799,417 235,460

Total Inventories 2,304,261,098 1,652,424,002

NOTE NUMBERS TO CONSOLIDATED BALANCE SHEET

99Annual Report 2014-15

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S. No. Particulars As on 31.03.2015 As on 31.03.2014

NOTE NO. 17 TRADE RECEIVABLES

I Outstanding for a period exceeding six months from the date they are

due for payment

Unsecured, Considered Good 972,281,008 826,444,755

Other Receivables:

Unsecured, Considered Good 13,511,610,301 8,856,416,487

Total Trade Receivable 14,483,891,309 9,682,861,242

S. No. Particulars As on 31.03.2015 As on 31.03.2014

NOTE NO. 18 CASH AND BANK BALANCES

I Cash and Cash Equivalents

a) Balances with Banks :

1) On Current Accounts 34,104,200 35,487,611

2) Unpaid Dividend Account 388,062 350,583

b) Cash on hand 2,472,233 3,662,256

Sub Total 36,964,495 39,500,450

Other Bank Balances

On Deposit Accounts

- On Margin Money Deposit Accounts 906,700,395 795,996,935

Sub Total 906,700,395 795,996,935

Total Cash and Cash Equivalents 943,664,889 835,497,384

S. No. Particulars As on 31.03.2015 As on 31.03.2014

NOTE NO. 19 SHORT TERM LOANS AND ADVANCES

I Short - Term Loans and Advances:

a) Capital Advance

Unsecured 23,592,820 23,422,663

b) Other Loans and Advances

Unsecured 1,224,884,647 1,454,284,583

Total Short Term Loans & Advances 1,248,477,467 1,477,707,246

S. No. Particulars As on 31.03.2015 As on 31.03.2014

NOTE NO. 20 OTHER CURRENT ASSETS

I Unamortised Premium on Forward Contracts

Unbilled Revenue 844,562,613 560,101,415

Prepaid Expenses 119,062,986 93,310,619

Interest Accrued on Deposits 46,094,105 31,719,384

1,009,719,703 685,131,417

Note

NOTE NUMBERS TO CONSOLIDATED STATEMENT OF PROFIT & LOSS

BS LIMITED

Annual Report 2014-15100

(All Figures in `)

S. No. Particulars As on 31.03.2015 As on 31.03.2014

NOTE NO. 21 REVENUE FROM OPERATIONS

I Revenue from Operations in respect of Non-Finance Company

(a) Sale of Products 17,115,972,714 15,015,614,416

(b) Sale of Services 9,868,085,701 8,592,693,793

(c) Other Operating Revenues 358,146 -

Less: Excise Duties (252,927,086) (401,041,674)

Total Revenue from Operations 26,731,489,474 23,207,266,535

S. No. Particulars As on 31.03.2015 As on 31.03.2014

NOTE NO. 22 OTHER INCOME

I (a) Interest Income 53,047,436 57,633,234

(b) Other Non-Operating Income (Net of expenses directly attributed to

such income)

37,106,478 2,636,604

(c) Net gain/Loss on Foreign Currency translation and transaction other

than considered as Finance Cost)

1,366,851 3,845,030

Total Other Income 91,520,764 64,114,868

S. No. Particulars As on 31.03.2015 As on 31.03.2014

NOTE NO. 23 COST OF MATERIALS CONSUMED

I Billets & Steel 11,166,344,562 8,911,373,143

Zinc 74,310,565 202,572,686

Furnace Oil & Coal 58,855,630 85,848,132

Stores & Consumables 40,269,845 40,832,069

Total Cost of Material Consumed 11,339,780,602 9,240,626,030

S. No. Particulars As on 31.03.2015 As on 31.03.2014

NOTE NO. 24 PURCHASE OF STOCK IN TRADE

I Coal 9,617,782,918 7,522,822,251

Total Trade Purchases 9,617,782,918 7,522,822,251

S. No. Particulars As on 31.03.2015 As on 31.03.2014

NOTE NO. 25 CHANGE IN INVENTORIES & WIP.

I Finished Goods

Finished Goods at the beginning of the year 694,378,311 441,663,150

Less : Finished Goods at the end of the year (611,172,245) (694,378,310)

Sub Total (A) 83,206,066 (252,715,159)

Stock at Site

Stock in Site at the beginning of the year 415,622,907 483,627,111

Less : Stock in Site at the end of the year (1,024,092,098) (415,622,907)

Sub Total (B) (608,469,191) 68,004,204

(Increase) / Decrease in Inventories (A+B) (525,263,125) (184,710,955)

NOTE NUMBERS TO CONSOLIDATED STATEMENT OF PROFIT & LOSS

101Annual Report 2014-15

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S. No. Particulars As on 31.03.2015 As on 31.03.2014

NOTE NO. 26 EMPLOYEE BENEFIT EXPENSES (AGGREGATE EXPENDITURE)

I (a) Salaries & Wages 210,925,826 236,248,851

(b) Contribution to Provident & Other Funds 11,624,184 13,895,844

(c) Staff Welfare Expenses 5,235,498 8,899,829

Total Employee Benefit Expenses 227,785,508 259,044,524

S. No. Particulars As on 31.03.2015 As on 31.03.2014

NOTE NO. 27 OTHER OPERATING EXPENSES

I (a) Sub Contracting Charges 2,649,520,910 3,550,519,312

(b) Power & Fuel 50,351,980 56,830,536

(c) Rent 22,194,833 21,041,678

(d) Repairs to Building 149,578 171,434

(e) Repairs to Machinery 728,941 980,780

(f) Insurance 9,150,346 7,621,194

(g) Rates & Taxes (excluding Income Tax) 28,674,911 24,722,955

(h) Miscellaneous Expenditure

Freight and Transportation Expenses 72,754,785 116,208,026

Travelling Expenses 23,670,447 30,867,798

Misc. Project Expenses 157,722 2,211,774

Row Clearance Expenditure 2,502,159 13,021,704

Tender Fee 286,747 863,515

Commission & Brokerage Paid 7,250,374 9,304,051

(i) Net Loss on Foreign currency transaction and translation 1,782,425 10,733

(j) Payment to Auditors

(i) As Auditor 1,039,142 679,732

(ii) For Taxation Matters 100,000 100,000

(iii) For Other Services 100,000 100,000

Total Other Expenses 2,870,415,298 3,835,255,222

S. No. Particulars As on 31.03.2015 As on 31.03.2014

NOTE NO. 28 ADMINISTRATIVE EXPENSES

I (a) Telephone, Postage and Others 4,590,395 5,466,319

(b) Business Promotion Expenses 6,119,384 9,595,507

(c) Conveyance 5,306,831 5,232,134

(d) Office Maintenance 3,357,550 5,153,186

(e) Printing & Stationery Expenses 2,554,853 2,948,251

(f) Security Charges 24,645,824 16,418,706

(g) Managerial Remuneration 5,797,152 10,200,000

(h) Consultancy Charges 23,285,491 56,196,442

(i) Professional Consultancy fee 32,444,500 40,720,092

(j) Director Sitting Fee 828,156 160,000

(k) Interest on Taxes Payable 1,001,892 2,383,737

Total Administrative Expenses 109,932,028 154,474,374

Note

NOTE NUMBERS TO CONSOLIDATED STATEMENT OF PROFIT & LOSS

BS LIMITED

Annual Report 2014-15102

(All Figures in `)

S. No. Particulars As on 31.03.2015 As on 31.03.2014

NOTE NO. 29 FINANCE COST

I (a) Interest Expenses :

- Interest on Cash Credit 461,317,654 389,548,064

- Interest on Car Loan 1,260,074 1,037,218

- Interest on Term Loan 216,530,484 162,223,210

- Loan Processing Charges & Bank Charges 42,592,344 27,063,528

(b) Other Borrowing Costs 690,349,838 494,334,120

Total Finance Cost 1,412,050,394 1,074,206,140

S. No. Particulars As on 31.03.2015 As on 31.03.2014

NOTE NO. 30 OTHER EXPENSES

I Other Expenses

Misc. Expenses 1,439,568 867,209

Membership and Subscription 135,385 511,860

General Expenses 847,730 599,855

Guest House Expenses 1,009,958 1,113,775

Vehicle Maintenance 785,223 840,404

Escort Charges 17,329,937 -

Bad Debts Written Off 116,164,850 6,929,208

Loss On Sale of Fixed Assets 396,454 -

Total Other Expenses 138,109,106 10,862,311

103Annual Report 2014-15

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103Annual Report 2014-15

CONSOLIDATED CASH FLOW STATEMENT FOR THE YEAR ENDED MARCH 31, 2015

(All Figures in `)For the Year ended

on 31.03.2015For the Year ended

on 31.03.2014A CASH FLOW FROM OPERATING ACTIVITIES :

Net Profit after Interest & Depreciation but before Tax 1,131,849,591 1,051,050,746 Depreciation 481,252,901 288,740,829 Interest paid 1,369,458,049 1,047,148,531 Interest received (53,047,436) (57,633,234)Loss on Sale of Fixed Assets 396,454 - Profit on Sale of Investments - - Public Issue expenditure written off 19,315,018 19,009,932 Operating Profit before working capital changes 2,949,224,577 2,348,316,804 Adjustments for :Trade and Other Payables 5,544,316,571 (1,731,924,609)Inventories (651,837,096) 241,874,735 Trade Receivables (4,801,030,067) (380,259,437)Loan and Advances 229,229,778 8,370,695 Other Assets (324,454,456) (408,005,854)Cash generated from Operations 2,945,449,309 78,372,334 Add: Income Tax paid 233,075,289 73,024,010 Translation Gain / Loss 33,751,706 41,618,430 Minority Share of Profit / (Loss) - (482)Net Cash Flow from Operating Activities (before & after extraordinary items) “ A “ 3,212,276,303 193,014,292

B NET CASH FROM INVESTING ACTIVITIES :(Purchase) / Sale of Fixed Assets (3,044,618,335) (1,013,423,724)Capital Work in Progress 1,106,840,140 (25,131,420)Increase in Creditors for Capital Goods - - (Purchase) / Sale of Investments - 3,122,735 Interest received 53,047,436 57,633,234 Sale of Fixed Assets 6,626,768 - Sale of Investments - - Long Term Loans and Advances (31,650,163) (87,987,555)Net cash Flow from Investing Activities “ B “ (1,909,754,154) (1,065,786,731)

C CASH FLOW FROM FINANCING ACTIVITIESIssue of Share Capital 4,441,870 2,678,382 Dividend Paid - Bank Borrowings & Unsecured Loan 179,606,041 1,335,617,439 Dividend and Dividend Distribution Tax Paid (54,728) (51,362,878)Interest paid (1,369,458,049) (1,047,148,531)Share Application Money Received (8,889,778) 8,889,778 Net Cash Flow from Financing Activities “ C “ (1,194,354,644) 248,674,189

D NET (DECREASE) / INCREASE IN CASH AND CASH EQUIVALENTS (A + B + C) 108,167,505 (624,098,249)Cash and Cash Equivalents at the Beginning 835,497,385 1,459,595,634 Cash and Cash Equivalents at the end 943,664,889 835,497,385 (includes Funds not available for use - Margin Money ` 601,149,706/- (Previous Year

` 575,887,919/-)

AS PER OUR REPORT OF EVEN DATE

For P.Murali & Co., For BS LimitedFirm Regn. No: 007257SChartered Accountants

(Rajesh Agarwal) (Arun Dogra) (Alka Kumari) Managing Director Whole Time Director & CFO Company Secretary

P. Murali Mohana Rao DIN : 00142010 DIN : 06933098PartnerM.No. 023412

Place : HyderabadDate : 20.05.2015

Note | Cash Flow Statement

SIGNIFICANT ACCOUNTING POLICIES

BS LIMITED

Annual Report 2014-15104

SIGNIFICANT ACCOUNTING POLICIES1. ACCOUNTING CONVENTIONS These Financial Statements are prepared in

accordance with Indian Generally Accepted Accounting Principles (GAAP) under the historical cost convention on the accrual basis. GAAP comprises mandatory Accounting Standards as prescribed under Section 133 of the Companies Act, 2013 (‘the Act’) read with Rule 7 of the Companies (Accounts) Rules, 2014, the provisions of the Act (to the extent notified) and guidelines issued by the Securities and Exchange Board of India (SEBI). Accounting Policies have been consistently applied except where a newly-issued Accounting Standard is initially adopted or a revision to an existing Accounting Standard requires a change in the Accounting Policy hitherto in use.

Subsidiary outside India maintain its accounts based on Generally Accepted Accounting Standards of respective countries.

2. USE OF ESTIMATES The preparation of Financial Statements requires the

management of the Company to make estimates and assumptions that affect the reported balances of Assets and Liabilities and disclosures relation to the Contingent Liabilities as at the date of the Financial Statements and reported amounts of income and expense during the year. Examples of such estimates include provisions for doubtful receivables, employee benefits and provision for income taxes. Future results could differ due to changes in the estimates and the difference between the actual results and the estimates are recognized in the period in which the results are known/materialize.

3. PRINCIPLES OF CONSOLIDATION The Consolidated Financial Statements relates to BS

Limited (Formerly Known As: BS Transcomm Limited) and its Subsidiary BS Global Resources Private Limited (Formerly Known As: BS Global Resources Pte. Limited) (ShareHolding 100%,incorporated in Singapore), BS Limited FZE (Shareholding 100% incorporated in Dubai) and financially controlled Joint Venture Raichur Sholapur Transmission Company Private Limited (Shareholding 33.33%, incorporated in India) as at March 31, 2015 have been prepared on the following basis;

The Financial Statements of the Company and its Subsidiary have been consolidated on line-by-line basis by adding together the book values of like items of Assets, Liabilities, income and expenses, after fully eliminating intra – group balances, intra group transactions and unrealized profits on stocks arising out of intra group transactions as per Accounting Standard 21 – “Consolidated Financial Statements” issued by the Institute of Chartered Accountants of India.

The Financial Statements of financially controlled Joint Venture are consolidated to the extent of Company’s share in Joint Venture as per Accounting Standard-27 “Financial Reporting of Interest in Joint Ventures” issued by the Institute of Chartered Accountants of India.

Minority Interest in the Net Assets of the Consolidated Subsidiary is identified and presented in Consolidated Balance Sheet separately from Current Liabilities and Equity of the Company.

Minority Interest in the Net Assets of Consolidated Subsidiary consists of;

The amount of Equity attributable to minorities at the date on which investment in Subsidiary is made and the minorities share of movement in the Equity since the date the Parent Subsidiary relationship came in to existence.

Minority Interest in the net profit for the year of Consolidated Subsidiaries is identified and adjusted against the Profit After Tax of the group.

The Consolidated Financial Statements are prepared to the extent possible using uniform Accounting Policies for like transactions and other events in similar circumstances and are presented to the extent possible, in the same manner as the Companies separate Financial Statements

4. REVENUE RECOGNITION Revenues / Incomes and Costs / Expenditure are

generally accounted on accrual basis as they are earned or incurred.

SIGNIFICANT ACCOUNTING POLICIES

105Annual Report 2014-15

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Sale of Goods is recognized net of discounts and rebates on transfer of significant risks and rewards of ownership which is generally on the dispatch of goods.

Income from Turnkey Services is accounted on the basis of billing to customers and includes unbilled revenue accrued up to the end of the accounting period.

Interest income from deposits and others is recognized on an accrual basis.

Profit/Loss on sale of Investments is recognized on the date of its sale and is computed as excess of sale proceeds over its carry amount as at the date of sale.

5. FIXED ASSETS Fixed Assets are stated at Cost of Acquisition as

reduced by Accumulated Depreciation. Apart from taxes (Excluding CENVAT) all costs including financial costs up to the date of commissioning and attributable to the Fixed Assets, Freight and other incidental expenses related to the acquisition and installation of the respective Fixed Assets are capitalized.

Capital Work-in-Progress is stated at the amount expended (includes taxes and duties) up to the date of Balance Sheet and includes advances paid to Suppliers and Contractors on account of Capital works.

6. PRE–OPERATIVE EXPENSES Expenditure during the construction period

(including Financing Cost relating to Borrowed Funds for Construction or Acquisition of Fixed assets) incurred on project during implementation are treated as pre-operative expenses, pending allocation to the Assets, and are included under “Capital Work-in-Progress”.

7. BORROWING COSTS Borrowing Costs that are attributable to the

Acquisition, Construction or Production of Qualifying Assets, pertaining to the period from commencement of activities relating to Construction

/ Development of the Qualifying Asset upto the date of Capitalization of such Asset, are capitalized as a part of the cost of such Assets. Any income earned on the temporary deployment/ investment of those borrowings is deducted from the borrowing costs so incurred. A Qualifying Asset is one that necessarily takes a substantial period of time to get ready for its intended use. All other Borrowing Costs are charged to the Statement of Profit and Loss.

8. DEPRECIATION Depreciation on Fixed Assets is provided on the

Written Down Method over the useful life of Assets.

Effective April 01, 2014, the Company depreciates its Fixed Assets over the useful life in the manner prescribed in Schedule II of the Act, as against earlier practice of depreciating at the rates prescribed in Schedule XIV of the Companies Act 1956.

Based on an Independent Technical Evaluation, the useful life of Plant and Machinery and Factory Building has been estimated as 28 years and 13 years, which is different from that prescribed in Schedule II of the Act.

Depreciation on additions/ deletions to Fixed Assets is provided on a pro-rata basis from/ upto the date the asset is put to use/ discarded.

BS Global Resources Private Limited and BS Limited FZE provide depreciation on Straight Line Basis based on useful lives as estimated by the management.

Raichur Sholapur Transmission Company Private Limited provide depreciation on Straight Line Basis on pro rata basis based on useful lives of assets as estimated by the management which is higher than the rates prescribed under Schedule II of the Companies Act 2013.

9. IMPAIRMENT OF ASSETS The carrying values of Assets/Cash generating

units at each Balance Sheet date are reviewed for impairment. If any indication of impairment exists, the recoverable amount of such assets is estimated

Significant Accounting Policies

SIGNIFICANT ACCOUNTING POLICIES

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and impairment is recognized, if the carrying amount of these Assets exceeds their recoverable amount. The recoverable amount is the greater of the net selling price and their value in use. Value in use is arrived at by discounting the future cash flows to their present value based on an appropriate discount factor. When there is indication that an impairment loss recognised for an asset in earlier accounting periods no longer exists or may have decreased such reversal of impairment loss is recognised in the Statement of Profit and Loss, except in the case of Revalued Assets and the recoverable amount is reassessed and the assets is reflected at the recoverable amount.

10. INVENTORIES Inventories are valued as under.

i) Raw Materials, Stores and Spares - at cost.

ii) Finished Goods and Work-in-Progress - at cost or Net Realizable Value whichever is lower. Cost include Cost of Direct Material, Labor, Factory Overhead including excise duty.

iii) Trading Goods - at cost or Net Realizable Value whichever is lower.

iv) Scrap - at Net Realizable Value.

11. INVESTMENTS Investments which are readily realizable and

intended to be held for not more than one year from the date on which such investments are made, are classified as Current Investments. All other Investments are classified as Long-Term Investments. On initial recognition, all investments are recognised at cost. The cost comprises purchase price and directly attributable acquisition charges such as brokerage, fees and duties.

Current Investments are carried in the Financial Statements at lower of cost and fair value determined on an individual investment basis. Long-Term Investments are carried at cost. However, provision for diminution in value is made to recognize a decline other than temporary in the value of Investments.

On disposal of an Investment, the difference between its carrying amount and net disposal

proceeds is charged or credited to the Statement of Profit and Loss

12. TAXES ON INCOME Current Tax is the amount of tax payable on the

taxable income for the year as determined in accordance with the provisions of the Income Tax Act, 1961.

Minimum Alternate Tax (MAT) paid in accordance with the Tax Laws, which gives future economic benefits in the form of adjustment to future income tax liability, is considered as an Asset if there is convincing evidence that the Company will pay normal income tax. Accordingly, MAT is recognised as an asset in the Balance Sheet when it is probable that future economic benefits associated with it will flow to the Company.

Deferred Tax is recognised on timing differences, being the differences between the taxable income and the accounting income that originate in one period and are capable of reversal in one or more subsequent periods.

Deferred Tax is measured using the tax rates and the tax laws enacted or substantively enacted as at the reporting date. Deferred Tax Liabilities are recognised for all timing differences. Deferred Tax Assets are recognised for timing differences of items other than Unabsorbed Depreciation and Carry Forward Losses only to the extent that reasonable certainty exists that sufficient future taxable income will be available against which these can be realized. However, if there are Unabsorbed Depreciation and Carry Forward of Losses, Deferred Tax Assets are recognised only if there is virtual certainty that there will be sufficient future taxable income available to realize the assets. Deferred Tax Assets and Liabilities are offset if such items relate to taxes on income levied by the same governing tax laws and the Company has a legally enforceable right for such set off. Deferred Tax Assets are reviewed at each Balance Sheet date for their reliability.

13. CONTINGENCIES A Contingent Liability is a possible obligation that

arises from past events whose existence will be confirmed by the occurrence or non-occurrence

SIGNIFICANT ACCOUNTING POLICIES

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of one or more uncertain future events beyond the control of the Company or a present obligation that is not recognised because it is probable that an outflow of resources will not be required to settle the obligation. However if the possibility of outflow of resources, arising out of present obligation, is remote, it is not even disclosed as Contingent Liability. A Contingent Liability also arises in extremely rare cases where there is a liability that cannot be recognised because it cannot be measured reliably. The Company does not recognize a Contingent Liability but discloses its existence in the notes to Financial Statements. Contingent Assets are neither recognized nor disclosed in the Financial Statements. Loss contingencies arising from claims, litigation, assessments, fines, penalties, etc., are provided for when it is probable that a Liability may be incurred and the amount can be reliably estimated.

14. RETIREMENT BENEFITS Liability in respect of Retirement Benefits is provided

and charged to the Profit & Loss Account as follows:

Gratuity – Liability in respect of Gratuity to employees is provided on basis of an actuarial valuation on projected unit credit method made at the end of each Financial Year.

Leave Encashment – Liability in respect of Leave Encashment is provided on the basis of Actuarial Valuation. The Actuarial Valuation is done as per the projected unit credit method.

Provident Fund – Provident Fund is administered through the Regional Provident Fund Commissioner and Company’s contribution is remitted accordingly.

15. EARNINGS PER SHARE (EPS) Basic Earnings Per Share are calculated by dividing

the net profit or loss for the period attributable to Equity Shareholders by the Weighted Average number of Equity Shares outstanding during the year.

For the purpose of calculating diluted Earnings Per Share, the net profit or loss for the period attributable to Equity Shareholders and the Weighted Average

number of shares outstanding during the period are adjusted for the effects of all dilutive potential Equity Shares.

16. FOREIGN CURRENCY TRANSACTIONS: Transactions denominated in Foreign Currencies

are recorded in the reporting currency, by applying to the Foreign Currency amount the exchange rate between the reporting currency and the Foreign Currency at the date of the transaction.

Foreign Currency monetary items (Assets and Liabilities) are restated using the exchange rate prevailing at the reporting date. Non-monetary items, which are measured in terms of historical cost denominated in foreign currency, are reported using the exchange rate at the date of the transaction. Gains and losses, if any, at the year-end in respect of Monetary Assets and Monetary Liabilities are recognised in the Statement of Profit and Loss.

17. LEASE Leases in which significant portion of the risks and

rewards of ownership are retained by the lessor are classified as operating leases. Payments made under operating leases are charged to the Statement of Profit and Loss on a straight- line basis over the period of the lease or other systematic basis more representative of the time pattern of the users benefits.

18. CASH FLOW STATEMENTS The Companies Act, 2013 does not lay down any

format for preparation of Cash Flow Statement; Companies will need to follow AS 3 in this regard. However, the Listing Agreement requires the indirect method for preparing Cash Flow Statements. Hence, Cash Flow Statement has been prepared by following the Indirect Method and in accordance with the provisions of AS 3.

19. SEGMENT REPORTING The Business of the Company has been classified

into segments based on the basis of the revenue from sales to external customers and from transactions with other segments exceeds 10% of total revenues (external and internal) of all segments.

Significant Accounting Policies

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2015

BS LIMITED

Annual Report 2014-15108

30. LONG TERM BORROWINGS a) Term Loans from Banks - Secured Term Loan from Punjab National Bank is closed

during the current period:

Term Loans from Bank of India is secured by:

First Equitable Mortgage and Charge (on Pari-passu basis) on all Fixed Assets, both present and future of the Company- situated at Survey No. 82, 83, 92 – 95 & 107, Athvelly Village, Medchal Mandal, R. R. Dist & at Survey No. 41 & 42/AA, Majeedpally (NK) village, Toopran Mandal, Medak district, Andhra Pradesh

The above Term Loan is further collaterally secured by:

Second pari-passu Charge on entire Current Assets of the Company.

Pledge of Equity shares (90,998,850) of Promoters holding as Collateral Security ranking pari-passu among Term Lenders and WC consortium of Banks.

Personal Guarantees of Shri Rajesh Agarwal (Managing Director) and Mr. Dilip Satyanarayan Agarwal.

Further above Term Loan is also collaterally secured by:

Corporate Guarantee of M/s Agarwal Developers

Interest Rate is 12.70% p.a. and repayable between 2013 and 2017

Corporate Loan from SBH and SBT and Laxmi Vilas Bank is secured by:

Pari-passu First Charge on Current Assets of the Company along with other Working Capital Lenders & is further collaterally secured by

Second pari passu Charge on the Fixed Assets of the Company along with the existing Term Lenders;

Personal Guarantee of Shri Rajesh Agarwal (Managing Director)

Interest Rate is Ranging between 12.50% p.a. to 13.25% p.a. and repayable between 2013 and 2018;

Foreign Currency Term Loan From Bank taken by Raichur Sholapur Transmission Company Private Limited is secured by:

Exclusive Charge on all the Tangible and Intangible Assets (both present and future) of the Company in favour of Security Trustee for the said Loan.

Applicable Interest Rate is 6 month USD Libor plus spread of 4.70% p.a and the principle amount is repayable in 22 Quarterly Instalments;

Other Term Loans taken against Mortgage of underlying Asset:

Equipment Loan taken from Axis Bank and the same is secured by the underlying Asset. (Stringing Machine).

Equipment Loan taken from HDFC Bank and the same is secured by the underlying Asset. (Tata Tipper, ACE Mobile Crane and Tower Crane).

Car Loan taken from ICICI Bank Ltd is secured by the underlying Asset (Car Make: Toyota Etios).

Car Loan taken from ICICI Bank Ltd is secured by the underlying Asset (Car Make: Toyota Innova).

Car Loan taken from ICICI Bank Ltd is secured by the underlying Asset (Car Make: Skoda Laura).

Car Loan taken from ICICI Bank Ltd is secured by the underlying Asset (Car Make: Audi).

Car Loan taken from Axis Bank Ltd is secured by the underlying Asset (Car Make: Mahindra Verito).

Car Loan taken from Axis Bank Ltd is secured by the underlying Asset (Car Make: Maruti Swift).

Equipment Loan taken from HDFC Bank and the same is secured by the underlying Asset. (2 Nos Mahindra Power All Generators).

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2015

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Interest Rate is Ranging between 10% to 12% and repayable between 2014 and 2017;

b) Term Loans from Financial Institutions - Secured

Car Loan taken from Volkswagen Finance Private Limited is closed during the current period.

Car Loan taken from Daimler Financial Services India Pvt Ltd and the same is secured by the underlying Asset. (Car Make : Mercedes Benz W221)

Car Loan taken from Kotak Mahindra Finance is secured by the underlying Asset (Car Make : Corolla Altis)

Car Loan taken from BMW India Financial Services Pvt Ltd is secured by the underlying Asset (Car Make : Mercedes GLA 200)

Car Loan taken from BMW India Financial Services Pvt Ltd is secured by the underlying Asset (Car Make : BMW Mini Cooper)

Interest Rate is Ranging between 10% to 12% and repayable between 2014 and 2017;

Term Loan from IFCI Limited is secured by way of: First Equitable Mortgage and Charge

(on Pari-passu basis) on all Fixed Assets, both present and future of the Company, situated at Survey No. 82, 83, 92 – 95 & 107, Athvelly Village, Medchal Mandal, R. R. Dist. & Situated at Survey No. 41 & 42/AA, Majeedpally (NK) village, Toopran Mandal, Medak district, Andhra Pradesh

Pledge of Equity Shares of Promoters holding to the extent of 53,600,000 Shares.

Personal Guarantee of Shri Rajesh Agarwal (Managing Director) of the Company.

Interest rate is 14.60% p.a.

c) Short Term Loan from IFCI Venture Capital Funds Limited is taken against - Unsecured:

Pledge of Equity Shares of Promoters holding to the extent of 22,248,000 Shares.

Personal Guarantee of Shri Rajesh Agarwal (Managing Director) of the Company.

Interest Rate is at 16% p.a. and repayable between 2013 and 2016;

d) Loans and Advances from Related Parties - Unsecured

Unsecured Loans and Advances taken from Related Parties:

(All Figures in `)

31.03.2015 31.03.2014

Name of Party

Rajesh Agarwal 501,805,000 246,805,000

Reema Agarwal NIL 272,640,060

31. DEFINED BENEFIT PLANThe Company provides Long-Term benefits in the nature of Provident Fund and Gratuity to its employees. In case of funded schemes, the funds are recognized by the Income Tax Authorities and administered through Appropriate Authorities / Insures. The Company’s defined contribution plans are Provident Fund, Employee State Insurance and Employee’s Pension Scheme (under the provisions of Employees’ Provident Funds and Miscellaneous Provisions Act 1952) since the Company has no further obligation beyond making the contributions. The employees of the Company are also entitled to leave encashment and compensated absences as per the Company’s Policy.

32. SHORT TERM BORROWINGS Working Capital Loans - Secured

Working Capital Loans from Syndicate Bank, Punjab National Bank, State Bank of India, State Bank of Mysore, State Bank of Hyderabad, State Bank of Travancore, State Bank of Bikaner and Jaipur, United Bank of India IDBI Bank, Lakshmi Vilas Bank and Bank of India is under a Working Capital Consortium with State Bank of India being the Consortium Leader.

Notes

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2015

BS LIMITED

Annual Report 2014-15110

The Working Capital Loans are secured by First exclusive Charge on Stocks, Receivables, Spares, Consumables and other Current Assets of the Company, present and future.

(1) Collateral Security of Equitable Mortgage of Properties:

Situated at Plot No. 42 (part) in Survey No. 258/1 & 259 situated at Jeedimetla Industrial Area, Shapurnagar, RR District, AP admeasuring appx 22,439.26 sq. yds. in the name of Agarwal Developers

Open Agriculture Land admeasuring Ac. 3.10 gnts in survey situated at Survey No. 119, 120, 121, 122 & 124 Athvelly Village, Medchal Mandal, Ranga Reddy District belonging to M/s BS Limited (Formerly Known As : B S Transcomm Ltd) and Mr. Rajesh Agarwal and

Residential Flat No: 103, 2nd Floor Block “D” Trendset Valley View Apartments at Banjara Hills Road Number 6 Hyderabad in the name of Mr Rajesh Agarwal.

All the office premises bearing Unit No. 302 sq., ft. carpet area (equivalent to 344.05 sq. Mtrs) on the 3rd floor of the building no. 19 (A Wing), Pinnacle Corporate Park, along with 3 (Three) Car Parking spaces in Stack Car Parking system in the Basement floor of the said building constructed on land bearing CTS NO. 4207 (pat) of Village Kole Kalian, Taluka Andheri in the Registration Sub District of Bandra, District Bombay Suburban within the Municipal

Corporation of Greater Mumbai on pari-passu basis with other WC bankers.

(2) Interim Collateral of Fixed Deposit for ` 10 Crores.

(3) The above Working Capital Loans are further secured by Pari passu Second Charge on the entire Fixed Assets of our Company, both present and future.

(4) All Working Capital Loans are further secured by:

Pledge of Equity Shares (90,998,850) of Promoters holding as Collateral Security ranking pari-passu among Term Lenders and WC consortium of Banks;

Pledge of Equity Shares (30,332,950) of Promoters holding as additional Collateral Security ranking pari-passu among WC Consortium of Banks;

Corporate Guarantee of I-Vantage India Private Ltd and Agarwal Developers;

Personal Guarantees of Shri Rajesh Agarwal (Managing Director), and Mr. Dilip Satyanarayan Agarwal;

Corporate Guarantee of Agarwal Reality developers Private Ltd

Interest Rate is Ranging between 11% to 12.75% and repayable on demand.

Short Term Loan from Others

Loan from Sai Baba Investment & Finance Pvt Ltd are unsecured

Interest Rate is Ranging between 12% to 15% and repayable on demand;33. CONTINGENT LIABILITIES NOT PROVIDED FOR

(All Figures in `)

As at 31.03.2015 As at 31.03.2014

i) Bills Discounted with banks 174,310,291 190,758,602

ii) Bank Guarantees given by Banks 2,190,998,109* 4,842,284,816

iii) Claims contested by the company 500,000 500,000

iv) Corporate Guarantee Given to Banks on account of Subsidiaries 500,240,000** 301,404,500**

*BGs taken for Release of Advance Money, Retention Money and as Security for procurement of Raw Material are not considered

under Contingent Liabilities as the same are already grouped under Other Liabilities and Trade Payables.

**Corporate Guarantee of USD 8,000,000 (Previous Year 5,000,000) is offered to UCO Bank, Singapore and Habib Bank,

Singapore for the limits granted to BS Global Resources Private Ltd (100% Subsidiary of BS Limited). 1 USD = ` 62.53/- (Previous

Year 1 USD = ` 60.2809)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2015

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34. MICRO, SMALL AND MEDIUM ENTERPRISES DEVELOPMENT ACTThe Company has not received intimation from vendors regarding their status under the Micro, Small and Medium Enterprises

Development Act, 2006 and hence names of Micro, Small and Medium Enterprises to whom the Company owes any sum

together with interest unpaid as on the date of Balance Sheet is not ascertainable.

35. PARTICULARS OF MANAGERIAL REMUNERATION (IN `)

Year ended 31.03.2015 Year ended 31.03.2014

Particulars

Managing

Director *

Joint

Managing

Director*

Whole-time

Director**

Managing

Director

Joint

Managing

Director

Whole-time

Director

Salary/ Commission 4,800,000 - 631,717 4,800,000 2,700,000 2,700,000

Perquisites & other benefits - - - - - -

PF & other funds - - - - - -

Total 4,800,000 631,717 4,800,000 2,700,000 2,700,000

* The Board approved the payment of remuneration in the form of commission to the Managing Director, Joint Managing

Director and the Whole-Time Director. The same was fixed at 1% of Net profit after Tax but before Director Commission or the

remuneration already fixed whichever is lower.

** Mr. Arun Dogra was appointed as the Whole Time Director of the Company w.e.f August 14, 2014;

36. RELATED PARTY DISCLOSURES: I) List of Related parties with whom transactions have taken place and nature of relationship:

i) Subsidiary : BS Global Resources Private Ltd

: BS Limited FZE

ii) Associated Company (SPV) : Raichur Sholapur Transmission Company Private Limited

iii) Key management personnel : Mr. Rajesh Agrawal

: Mr. Arun Kumar Dogra

iv) Relatives of Key management personnel : Mrs. Reema Agarwal

: Mrs. Shalini Agarwal

: Mrs. Shakuntala Devi Agarwal

: Mr. Dilip Kumar Agarwal

: Mr. Rakesh Agarwal

: Mr. Mukesh Agarwal

v) Concerns in which Key Management Personnel

substantial interest - (Significant Interest Entities)

: Shivaganga Infrastructures Ltd.

: Agarwal Developers

: I-Vantage India Pvt Ltd

: I-Vantage Apac Pvt. Ltd.

II) Aggregated Related Party Transactions:

(Amount in `)

S. No Name of The Party Nature of Transaction Opening Balance

April 01, 2014

Debit Credit Closing Balance

March 31, 20151 Rajesh Agarwal Remuneration/ Commission 457,441 (Cr) 5,330,212 4,901,446 28,675 (Cr)

2 Rakesh Agarwal Remuneration/ Commission 249,239 (Cr) 2,811,488 2,562,249 -

3 Mukesh Agarwal Remuneration/ Commission 343,555 (Cr) 5,372,011 5,028,456 -

4 Reema Agarwal Unsecured Loan taken/

(Repayment)

272,640,060 (Cr) 391,140,060 118,500,000 -

5 Reema Agarwal Professional Charges 99,900 (Cr) 1,936,356 1,836,456 -

6 Shalini Agarwal - - - -

Notes

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2015

BS LIMITED

Annual Report 2014-15112

(Amount in `)

S. No Name of The Party Nature of Transaction Opening Balance

April 01, 2014

Debit Credit Closing Balance

March 31, 20157 Shakuntala Devi Agarwal Sale of Shares of BS Infratel

Limited

499,400 (Dr) - 499,400 -

8 BS Infratel Limited Unsecured Loan taken/

(Repayment)

12,700 (Dr) - 12,700 -

9 BS Global Resources

Private Ltd

Investment 265,469,430 (Dr) - - 265,469,430(Dr)

10 BS Global Resources

Private Ltd

Loan 23,958,269 (Cr) 246,035,100 55,056,082 167,020,749(Dr)

11 BS Global Resources

Private Ltd

Corporate Guarantee USD 5,000,000

@ ` 62.53 given

to UCO Bank and

USD 3,000,000 to

Habib Bank

500,240,000

12 Rajesh Agarwal Unsecured Loan taken/

(Repayment

246,805,000 (Cr) 255,000,000 501,805,000 (Cr)

37. EARNING PER SHARE (EPS): The Basic and Diluted EPS is Calculated as under:

ParticularsYear Ended

March 31, 2015

Year Ended

March 31, 2015

a) Profit after Tax during the year (`) 751,924,695 703,718,168

b) Earnings available to Equity Shareholders for Basic & Diluted EPS(`) 751,924,695 703,718,168

c) Weighted average Number of Shares taken for computation of EPS

- Basic 439,825,700 439,017,720

- Diluted 439,825,700 439,017,720

d) Earning per Share (b/a)

- Basic 1.71 1.60

- Diluted 1.71 1.60

e) Nominal Value per Share 1.00 1.00

* The Company has issued Bonus Shares in the proportion of 1:1 on the ESOP allotted during the current Financial Year in accordance with the approval of Shareholders. EPS reported for the Year ended March 31, 2014 has been derived considering the increase in the number of Equity Shares on account of Bonus Shares issued in the current Financial Year 2014-15 in accordance with the disclosure requirements as per Accounting Standard -20 on “Earning Per Share”.

38. DEPRECIATION In accordance with the provisions of Schedule II of the Act, in case of Fixed Assets which has completed their

useful life as at April 01, 2014, the carrying value (net of Residual Value) amounting to ̀ 2,640,832/- as a transitional provision has been recognized in the Retained Earnings. Further, in case of Assets acquired prior to April 01, 2014, the Carrying Value of Assets (net of Residual Value) is depreciated over the remaining useful life as determined effective April 01, 2014. Depreciation expenses for the year would have been lower by ` 153,540,401/-, has the Company continued with the previous rates of depreciation as prescribed under Schedule XIV to the Companies Act, 1956.

II) Aggregated Related Party Transactions: (Contd.)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2015

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39. SEGMENT REPORTING The Company is primarily engaged in the business of Engineering, Procurement and Construction business (EPC)

and Trading Business.

(All figures in ` Lakhs)

Particulars31.03.15

Audited

31.03.14

Audited

1) Segment Revenue

Engineering, Procurement and Construction Business (EPC) 168,740.14 155,071.44

Trading Business 98,574.75 77,001.23

Total 267,314.89 232,072.67

2) Segment Results (EBIDTA)

Engineering, Procurement and Construction Business (EPC) 28,717.64 22,356. 27

Trading Business 811.83 1,332.65

Total (EBIDTA) 29,529.47 23,688.92

Less : Interest 14,120.50 10,742.06

Other Un-allocable Expenditure net off 5005.68 3,077.51

Un-allocable income (915.21) (641.15)

Total Profit Before Tax 11,318.50 10,510.51

3) Capital Employed

Engineering, Procurement and Construction Business (EPC) 77,966.12 71,346.24

Trading Business 6,340.98 5,374.77

Total 84,307.10 76,721.01

40. Balances relating to Debtors, Creditors, Loans and Advances are subject to reconciliation & confirmation.

41. The Company’s proportionate share in Assets and Liabilities, Income and Expenses of its Joint Venture Company included in these Consolidated Financials Statement in accordance with AS 27 – “Financial Reporting of Interest in Joint Ventures” is presented below.

BALANCE SHEET (All Figures in `)

Particulars As on 31.03.2015 As on 31.03.2014 I. EQUITY AND LIABILITIES (1) Shareholder’s Funds (a) Share Capital 266,640,000 239,976,000 (b) Reserves and Surplus (4,969,437) (2,460,381) (2) Share application money pending allotment - 8,889,778 261,670,563 246,405,396 (3) Minority Interest (4) Non-Current Liabilities - - (a) Long-term borrowings 804,845,457 836,559,486 (b) Deferred tax liabilities (Net) (1,291,968) - (c) Long term provisions - - 803,553,490 836,559,486 (5) Current Liabilities (a) Short-Term Borrowings - - (b) Trade Payables 51,107,873 40,429,409 (c) Other Current Liabilities 67,811,270 62,257,648 (d) Short-Term Provisions 18,776,442 271,404 137,695,585 102,958,461 Total 1,202,919,638 1,185,923,343

Notes

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2015

(All Figures in `)Particulars As on 31.03.2015 As on 31.03.2014 II. ASSETS (1) Non-Current Assets (a) Fixed assets (i) Tangible Assets 1,176,685,109 - (ii) Intangible Assets - - (iii) Capital Work-in-Progress - - (iv) Intangible Assets under development - 1,081,708,721 1,176,685,109 1,081,708,721 (b) Non-Current Investments - - (c) Long Term Loans and Advances 18,365 16,665 (d) Other Non-Current Assets - - 18,365 16,665 (2) Current Assets (a) Inventories - - (b) Trade Receivables 24,925,182 - (c) Cash and Cash Equivalents 1,083,332 87,016,666 (d) Short-Term Loans and Advances 8,961 17,111,535 (e) Other Current Assets 198,689 69,756 26,216,164 104,197,957 Total 1,202,919,638 1,185,923,343

STATEMENT OF PROFIT AND LOSS ACCOUNT(All Figures in `)

Particulars As on 31.03.2015 As on 31.03.2014I. Revenue from operations 88,349,346 -II. Other Income 1,630,105 -III. Total Revenue (I +II) 89,979,451 -IV. Expenses: Cost of Materials Consumed - - Purchase of Stock-in-Trade - - Changes in inventories of Finished Goods, Work-in-Progress and Stock-in-Trade - - Employee Benefit Expense - - Other Operating Expenses 1,160,267 45,489 Administrative Expenses 895,852 - Financial Costs 65,495,899 62,701 Depreciation and Amortization Expense 25,503,574 - Other Expenses 724,883 13,332 Public Issue Expenses Written Off - - V. Total Expenses 93,780,475 121,522VI. Profit Before Tax (III - IV) (3,801,024) (121,522)VII. Tax Expense: (1) Current Tax - - (2) Deferred Tax (1,291,968) - VIII. Profit for the period after Intergroup profit/(loss) and minority (2,509,056) (121,522)

41. Figures for the previous year have been rearranged/ regrouped / recast wherever necessary to conform to the current year presentation/ classification.

42. Figures are rounded off to the nearest rupee.

AS PER OUR REPORT OF EVEN DATE

For P.Murali & Co., For BS LimitedFirm Regn. No: 007257SChartered Accountants

(Rajesh Agarwal) (Arun Dogra) (Alka Kumari) Managing Director Whole Time Director & CFO Company Secretary

P. Murali Mohana Rao DIN : 00142010 DIN : 06933098PartnerM.No. 023412

Place : HyderabadDate : 20.05.2015

BS LIMITED

Annual Report 2014-15114

Form AOC - 1

(Pursuant to first proviso to Sub-Section (3) of Section 129 read with Rule 5 of Companies (Accounts) Rules, 2014

Statement containing Salient Features of the Financial Statement of Subsidiaries / Associate Companies / Joint Ventures

Part “A”: Subsidiaries

(Information in respect of each Subsidiary to be presented with Amounts in `)

S.No Particulars / Name of the Subsidiary BS Global Resources

Private Limited

BS Limited FZE

1 Reporting period for the Subsidiary Concerned, if different from the Holding

Company’s Reporting Period

NA NA

2 Reporting Currency of the case of Foreign Subsidiaries. USD AED3 Exchange Rate as on the last date of the relevant Financial year 62.53 17.02184 Share Capital 335,262,859 6,250,405 5 Reserves & Surplus 279,610,901 12,974,203 6 Total Assets 3,768,481,198 829,575,926 7 Total Liabilities 3,153,607,438 810,351,318 8 Investments NIL NIL9 Turnover 6,405,966,945 1,187,906,197 10 Profit Before Taxation 64,071,421 12,666,367 11 Provision for Taxation 8,104,880 NIL12 Profit After Taxation 55,966,540 12,666,367 13 Proposed Dividend NIL NIL14 % of Shareholding 100% 100%

Notes: The following information shall be furnished at the end of the Statement:

1 Names of Subsidiaries which are yet to commence operations

2 Names of Subsidiaries which have been liquidated or sold during the year.

Part “B”: Associates and Joint VenturesStatement pursuant to Section 129 (3) of the Companies Act, 2013 related to Associate Companies and Joint Ventures

S.No Name of Associates/Joint Ventures Raichur Sholapur Transmission Co. Pvt. Ltd1 Latest Audited Balance Sheet Date March 31, 20152 Shares of Associate / Joint Ventures held by the Company on the year end:

- No. of Shares 26,664,000 - Amount of Investment in Associates / Joint Venture 266,640,000 - Extent of Holding % 33.33%

3 Description of how there is Significant Influence more than 20% Share holding4 Reason why the Associate / Joint venture is not consolidated Not Applicable5 Networth attributable to Shareholding as per Latest Audited Balance Sheet 260,378,595 6 Profit / Loss for the Year (7,527,920)

- Considered in Consolidation (2,509,056)- Not Considered in Consolidation -

AS PER OUR REPORT OF EVEN DATE

For P.Murali & Co., For BS LimitedFirm Regn. No: 007257SChartered Accountants

(Rajesh Agarwal) (Arun Dogra) (Alka Kumari) Managing Director Whole Time Director & CFO Company Secretary

P. Murali Mohana Rao DIN : 00142010 DIN : 06933098PartnerM.No. 023412

Place : HyderabadDate : 20.05.2015

115Annual Report 2014-15

NOTES

CORPORATE INFORMATION

BOARD OF DIRECTORS

Rajesh AgarwalChairman & Managing Director

Subrata Kumar DeIndependent Director (upto September 02, 2014)

Mahesh KheraIndependent Director

A. Gopalakrishnan IyerIndependent Director

Dimple KaulIndependent Director

Kamesh YalamartyManaging Director

Arun DograWhole-Time Director

COMPANY SECRETARY & COMPLIANCE OFFICER

Alka Kumari

AUDITORS

M/s. P. Murali & Co.Chartered Accountants,6-3-655/2/3, Somajiguda,Hyderabad 500 082.

REGISTRAR & TRANSFER AGENT

M/s. Karvy Computershare Private LimitedKarvy Selenium, Tower-B, Plot 31 & 32,Gachibowli Financial District, Nanakramguda,Hyderabad - 500 032.Tel: +91 40 6716 1500

REGISTERED OFFICE

8-2-269/10, #504, 5th Floor, Trendset Towers,Road No. 2, Banjara Hills, Hyderabad - 500 034,Telangana, India.Tel: +91 40 4455 8888investors@bsgroup.inwww.bslimited.in

BANKERS / FINANCIAL INSTITUTIONS

State Bank of India State Bank of HyderabadState Bank of MysoreState Bank of TravancoreState Bank of Bikaner & JaipurBank of IndiaBank of MaharashtraSyndicate BankPunjab National BankUnited Bank of IndiaIFCI Venture Capital Funds LimitedIFCI LimitedLakshmi Vilas Bank LimitedIDBI Bank Limited

If undelivered, please return to Address below:

www.bslimited.in

BS LimitedCIN: L27109AP2004PLC042375

#504, Trendset Towers, Road No. 2, Banjara Hills, Hyderabad - 5000 034, Telangana, India.Phone: +91 40 4455 8888 | Fax: +91 40 6666 7268

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FORM A

Covering Letter of the Annual Arldit Report to be filed with the Stock Exchange

Name of the Company ! BS Limited

i 2. i Annual Financial Statements for the year ended i March 31,2015

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i 3. i Typ" of Audit Observation

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Frequency of Observation

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i i Whole Time Directorl CFO

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Mr. Rajesh Aganrval

Chairman & Managing Director

Chartered Accountants

(Firm Reg. No.: 0072573)Auditors of the Company

Mr. Mahesh Kumar Khera

Audit Committee Chairman

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