BF Utilities Ltd. — Interim / Quarterly Report 2020

Feb 26, 2020

BF UTILITIES

CIN:L40108PN2000PLC015323

BFUL/NSE/BSE/

National Stock Exchange of India Ltd. Exchange Plaza, Bandra-Kurla Complex Sandra (E), Mumbai - 400 051 Mumbai - 400 001. SYMBOL - BFUTILITIE Scrip Code - 532430

February 14, 2020

Bombay Stock Exchange Ltd. Phiroze Jeejeebhoy Tower Dalal Street,

Dear Sirs,

Re: Consolidated Unaudited Financial Results for the quarter ended on 31 st December, 2019 & Limited Review Report of Auditors

In pursuance of Regulation 33 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, we enclose the Consolidated Unaudited Financial Results of the Company for the quarter ended 31 st December, 2019 & Limited Review Report of our Auditors M/s. Joshi Apte & Co., Chartered Accountants, for the quarter ended 31 st December, 2019.

The Board meeting started at 11.15 Hrs. and concluded at I 2. • 2-0. H 'd,

Thanking You,

Yours Faithfully, For BF Utilities Limited

~-

B.S.~ Company Secretary

Encl : As Above

~ Correspondence Address: ~ Cyber City, Tower 15, Level 6, Office 602, Magarpatta City, Hadapsar, Pune 411013.

Secretarial@bfutilities.com c~!!-!!,N Phone: +91-20-6629 2550126

BF UTILITIES LIMITED, MUNDHWA, PUNE CANTONMENT, PUNE 411 036, MAHARASHTRA, INDIA Phone : +91-20-66292550 I Email : bfutilitiesltd@vsnl.net I Website : www.bfutilities.com

BF UTILITIES LIMITED Regd. Office : Mundhwa, Pune Cantonment, Pune 411 036 CIN • L40108PN2000PLC015323

Rs. in Lakhs
	STATEMENT OF UNAUDITED CONSOLIDATED FINANCIAL RESULTS FOR THE QUARTER AND NINE MONTHS ENDED 31 DECEMBER, 2019
			Quarter ended			Nine Months ended	Year ended
s,.	Particulars	31 Dec.,	30 Sept.,	31 Dec.,	31 Dec.,	31 Dec.,	31 March,
No.		2019	2019	2018	2019	2018	2019
		(Unaudited)	{Unaudited)	{see note 5)		(Unaudited) {see note 5)	(Audited)
	1 Revenue from operations	10,874.69	11,269.91	11,381.66	33,5TI.36	33,806.47	44,813.74
	2 Other income	765.96	574.09	328.05	2,008.74	653.54	2,123.74
	3 Total revenue (1+2)	11,640.65	11,844.00	11,709.71	35,581.10	34,460.01	46,937.48
	4 Expenses
	Changes in inventories	2.59	(0.11)	0.14	0.78	8.43	8.61
	Employee benefit expenses	1,592.12	1,314.35	1,179.96	4,257.46	3,458.95	5,129.40
	Finance costs	5,264.36	5,449.49	4,994.24	16,003.43	14,743.57	20,527.44
	Depreciation and amortization expense	1,328.61	1,330, 15	1,307.14	3,976.93	3,912.92	5,201.69
	Other expenses	2,384.10	1,955.85	1,247.24	5,592.41	3,725.21	6,597.28
	Total expenses	10,571.78	10,049.73	8,728.72	29,831.01	25,849.08	37,464.42
	5 Profit / (Loss) before tax and exceptional items (3-4)	1,068.87	1,794.27	2,980.99	5,750.09	8,610.93	9,473.06
	6 Exceptional items			-			1,519.54
	7 Profit/ (Loss) before tax {5 + 6)	1,068.87	1,794.27	2,980.99	5,750.09	8,610.93	7,953.52
	8 Tax expense :
		153.23	141.28	279.74	529.69	859.48	966.64
	a) Current tax	27.95	(64.35)	(37.44)	(69.37)	(95.98)	(213.29)
	b) Deferred tax	181.18	76.93	242.30	460.32	763.50	753.35
	Tax expenses pertaining to earlier year	-		-			0.43
		181.18	76.93	242.30	460.32	763.50	753.78
	Profit/ (Loss) for the year after taxation (7-8)	887.69	1,717.34	2,738.69	5,289.77	7,847.43	7,199.74
	9 Adjustments relating to earlier years :
	1 O Excess / (Short) provision for taxation and tax payments					-	-
	Profit/ (Loss) for the period {9+10)	887.69	1,717.34	2,738.69	5,289.77	7,847.43	7,199.74
	11 Other Comprehensive Income
	A. (i) Items that will not be reclassified to Profit and Loss						(72.55)
	(net of tax)	(1.82)	(1.41)	(0.83)	(5.30)	2.90
	B. Items that will be reclassified to Profit and Loss
	12 Total Comprehensive income for the period (11 + 12)	885.87	1,715.93	2,737.86	5,284.47	7,850.33	7,127.19
	13 Total comprehensive income above attributed to:
	Profit for the year attributable to:
	- Owners of the parent	488.06	960.94	1,401.45	2,848.81	4,152.54	3,840.11
	- Non-controlling interest	399.63	756.40	1,337.24	2,440.96	3,694.89	3,359.63
		887.69	1,717.34	2,738.69	5,289.77	7,847.43	7,199.74
	14 Total comprehensive income above.attributed to:
	Other comprehensive income for the year attributable to:
	- Owners of the parent	(1.82)	(1.41)	(0.83)	(5.30)	2.90	(28.11)
	- Non-controlling interest	-		-	-		(44.44)
		(1.82)	(1.41)	(0.83)	(5.30)	2.90	(72.55)
	15 Total comprehensive income above attributed to:	486.24	959.53	1,400.62	2,843.51	4,155.44	3,812.00
	- Owners of the parent		756.40	1,337.24	2,440.96	3,694.89	3,315.19
	- Non-controlling interest	399.63	1,715.93	2,737.86	5,284.47	7,850.33	7,127.19
		885.87
	16 Earnings per share:
	(Face value of Rs. 5 each)		4.56	7.27	14.04	20.83	19.11
	Basic a Diluted	2.36
	17 Other equity				1,883.38	1,883.38	1,883.38
	Paid-up Equity Share Capital (Face value of Rs. 5 each)	1,883.38	1,883.38	1,883.38

For BF Utilities Limited

Director ~ ir.£ · *tv* \1~

DIN: 0.36325Lt9

Place: Pune Date : 14 February, 2020.

BF UTILITIES LIMITED

	UNAUDITED CONSOLIDATED SEGMENT WISE REVENUE, RESULTS AND CAPITAL EMPLOYED FOR THE QUARTER AND NINE MONTHS ENDED 31 DECEMBER, 2019.Rs. in Lakhs
			Quarter ended			Nfne Months ended	Year ended
Sr.No.	Particulars		31 Dec., 2019 30 Sept., 2019	31 Dec., 2018	31 Dec., 2019	31 Dec., 2018	31 March,2019
		(Unaudited)	(Unaudited)	(see note 5)	(Unaudited)	(see note 5)	(Audited)
	1 Segment Revenue
	a. Wind Mills	281 .52	810.08	339.42	1,580.17	1,578.96	1,794.46
	b. Infrastructure	10,984.36	9,873.27	11,069.53	32,383.40	32,239.81	43,033.15
	Total	11,265.88	10,683.35	11,408.95	33,963.57	33,818.77	44,827.61
	Less : Inter segment revenue
	Net Revenue	11,265.88	10,683.35	11,408.95	33,963.57	33,818.77	44,827.61
	2 Segment results
	Profit / (Loss) (before tax and interest from eachsegment)
	a. Wind Mills	(92.19)	112.44	(13.33)	14.67	39.26	(63.83)
	b. Infrastructure	6,076.41	5,996.40	7,668.56	20,157.41	22,690.01	28,051.68
	Total	5,984.22	6,108.84	7,655.23	20,172.08	22,729.27	27,987.85
	Less:i) Finance cost	5,264.36	5,449.49	4,994.24	16,003.43	14,743.57	20,527.44
	ii) Other unallocable expenditure net off
	unallocable income	(349.01)	(1,134.92)	(320.00)	(1,581.44)	(625.23)	(2,012.65)
	Total Profit /(loss) before tax and exceptional items	1,068.87	1,794.27	2,980.99	5,750.09	8,610.93	9,473.06
	Exceptional Items						(1,519.54)
	Total Profit /(Loss) before tax	1,068,87	1,794.27	2,980.99	5,750.09	8,610.93	7,953.52
	3 Capital Employed
	Segment Assets
	a. Wind Mills	5,017.04	5,943.08	6,018.32	5,017.04	6,018.32	6,553.93
	b. Infrastructure	181,853.39	179,156.01	179,964.05	181,853.39	179,964.05	178,947.34
	c. Unallocable	17,759.75	20,415.39	14,770.11	17,759.75	14,770.11	14,333.06
	Total	204,630.18	205,514.48	200,752.48	204,630.18	200,752.48	199,834.33
	Segment Liabilities
	a. Wind Mills	3,746.06	3,941.74	3,814.67	3,746.06	3,814.67	3,862.59
	b. Infrastructure	29,898.69	29,547.45	26,194.14	29,898.69	26,194.14	26,275.64
	c. Unallocable	50.28	13.53	6.77	50.28	6.77	12.40
	Total	33,695.03	33,502.72	30,015.58	33,695.03	30,015.58	30,150.63
	Capital Employed (Segment Assets - SegmentLiabilities)
					1,270.98	2,203.65	2,691.34
	a. Wind Mills	1,270.98	2,001.34	2,203.65153,769.91	151,954.70	153,769.91	152,671.70
	b.Infrastructure	151,954.70	149,608.5620,401.86	14,763.34	17,709.47	14,763.34	14,320.66
	c. Unallocable	17,709.47
	Total	170,935.15	172,011.76	170,736.90	170,935.15	170,736.90	169,683.70

Place: Pune Date: 14 February, 2020

For BF Utilities Limited

Director DIN: Its.Mn~ O 2, G?:,2S"49

Notes to Unaudited Consolidated Financial Results:

• 1 The above Unaudited Consolidated Financial Results of BF Utilities Limited (the Group) were reviewed by the Audit Committee and approved by the Board of Directors of the Company at its meeting held on 14 February, 2020.
• 2 Certain litigations by and against the Company are pending in various Courts, and the matter is subjudice. No cognizance thereof is taken in the above results, pending final outcome of the cases.

3 In respect of Nandi Economic Corridor Enterprises Limited (NECE)

a. It had been reported in print media that in September 2014, the Karnataka Legislative Assembly has constituted a House Committee Assembly Panel (House of Committee) consisting of members of Legislative Assembly, to study the alleged violations in implementation of the Framework Agreement in the construction of Peripheral Road, development of townships and utilities undertaken by NECE. Further, it had also been reported in the print media that the House Committee tabled its report during November 2016 in the Karnataka Legislative Assembly, wherein NECE had various departments of GoK have been accused of violations of several terms of FWA and recommendations have been made to initiate appropriate actions which include recovery of excess land given for the project, recovery of illegal toll collected by NECE and further probe by national agencies such as the Central Bureau of Investigation (CBI), Enforcement of Directorate, central vigilance commission or investigative agencies of equal standing. While NECE has still not been provided with any notice of the formation of the committee or its reports, the Management of NECE has assessed the findings of the said Committee reported in the print media and is of the opinion that the allegations made therein are baseless, politically motivated and hence lack legal withstanding. Further, NECE had faced similar situations in the past, where NECE has received favorable orders from the Hon'ble High Court and the Supreme Court. NECE has also obtained a legal opinion in this regard and as per the said opinion, the constitution of the House Committee itself is unconstitutional, illegal, and invalid and any findings/report, given by the aforesaid House Committee would also be illegal and untenable in law.

Based on the aforesaid legal opinion, the Management of NECE has evaluated the above developments and in its assessment, since every aspect of the implementation of the BMIC Project has been judicially scrutinized in earlier instances by the Hon'ble High Court of Karnataka and Hon'ble Supreme Court of India and as the Hon'ble Courts have pronounced detailed favorable judgements regarding the same, inciuding upholding the process adopted by NICE/ NECE in implementing the BMIC project as per FWA, the Management of NECE is of the view that NECE has followed the FWA in letter and spirit and that all concerned laws have been adhered to in implementing the BMIC project. As such, NECE intends to legally contest any matters that may arise in this regard to safeguard of its interests.

NECE's township development activities carried out as part of the BMIC project are dependent upon receiving necessary approvals from the Bangalore Mysore Infrastructure Corridor Area Planning authority.

The Management of NECE is of the opinion that the requisite regulatory approvals would be received by NECE' in the normal course of business for the township development activities; various litigations would be decided in the favor of NEr.r:;__,, 11,,.I ~~, ! ~

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hence, there would be no adverse effect on the operations of NECE including its ability to continue operations in foreseeable future.

• b. As at the Balance sheet date, there are various cases pending against the NECE challenging the execution of the BMICP (the 'Project') which can be categorized under the following broad heads: a) Land acquisition and allotment related b) Litigation against layout approvals c) Enhanced compensation. NECE has been legally advised that none of these pending litigation or threatened litigation is likely to affect the execution of the Project. The Management of NECE believes that aforesaid litigations will not have any material impact upon the financial statements of NECE.
• 4 Accounting standard Ind AS 116 Accounting for leases came into force on 1st day of April, 2019. There is no material impact of Ind AS 116 on the quarterly and nine months financial statements of the Group, therefore, effect of the same is not considered.
• 5 The consolidated amounts for the quarter ended December 31, 2018 and nine months ended December 31, 2018, as reported in these unaudited consolidated financial results, have not been subjected to limited review by the statutory auditors of the Company.
• 6 The Company has reclassified or regrouped previous year's / period's figures wherever necessary.

For BF Utilities Ltd.

Director DIN: _g , S . MI 1<:.,,..R-1 03G32Sl.t9

Place: Pune Date: 14 February, 2020.

(

Independent Auditor's Review Report on the Quarterly and Nine months ended Unaudited Consolidated Ind AS Financial Results of the Company Pursuant to Regulation 33 of the SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015, as amended

Review Report To The Board of Directors BF Utilities Limited

• 1. We have reviewed the accompanying Statement of unaudited Consolidated Ind AS Financial Results of BF Utilities Limited ("the Parent") and its subsidiaries (the Parent and its subsidiaries together referred to as "the Group"), for the quarter and nine months ended 31'1December 2019 ("the Statement"), attached herewith, being submitted by the Parent pursuant to the requirement of Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirement) Regulations, 2015 as amended ('the regulation'). Attention is drawn to the fact the consolidated figures for the corresponding quarter and nine months ended December 31, 2018, as reported in these unaudited consolidated Ind AS Financial Results have been approved by the parent's Board of Directors, but not have been subjected to review.
• 1. This Statement which is responsibility of the Parent's Management and approved by the Parent's Board of Directors, has been prepared in accordance with the recognition and measurement principles laid down in Indian Accounting Standard 34, (Ind AS 34) "Interim Financial Reporting" prescribed under section 133 of the Companies Act,2013 as amended, read with relevant rules issued thereunder and other accounting principles generally accepted in India read with Circular. Our responsibility is to express a conclusion on the Statement based on our review.
• 1. We conducted our review of the Statement in accordance with the Standard on Review Engagement (SRE) 2410, "Review oflnterim Financial Information Performed by the Independent Auditor of the Entity" issued by the Institute of Chartered Accountants of India. A review of interim financial information consists of making inquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures. A review is substantially less in scope than an audit conducted in accordance with Standards on Auditing and consequently does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion.

We also performed procedures in accordance with the Circular No. CIR/CFD/CMDI/44/2019 dated March 29, 2019 issued by the Securities and Exchange board of India under Regulation 33(8) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 as amended, to the extent applicable.

• 1. The Statement includes the results of the entities as mentioned in Annexure I.
• 1. Based on our Review conducted and procedures performed as stated in paragraph 3 above and based on the consideration of the Review reports of other auditors referred to in paragraph 6 below, nothing has come to our attention that causes us to believe that the accompanying statement, prepared in accordance with recognition and measurement principles laid down in the aforesaid Indian Accounting Standard specified under Section 133 of the Companies Act ,2013 as amended, read with relevant rules issued thereunder and other accounting principles generally accepted in India, has not disclosed the information required to be disclosed in terms of the Regulation, read with the Circular, including the manner in which it is to be disclosed, or that it contains any material misstatement.
• 1. We did not review the Ind AS financial results and Ind AS financial information of 3(three) subsidiaries, and 1 (one) step down subsidiary included in the consolidated unaudited Ind AS financial results, whose Ind AS financial result reflect total revenues of Rs. 10,593.20 Iakhs and Rs. 31,992.24 lakhs, total net profit after tax Rs. 947.02 Iakhs and Rs. 5,110.08 Iakhs, total comprehensive income of Rs. 947.02 Iakhs and Rs.5,110.08 lakhs, for the quarter and nine months ended December 31, 2019, respectively, as considered in the consolidated unaudited Ind AS financial results. These Ind AS financial results and Ind AS financial information have been reviewed by other auditors, whose reports have been furnished to us by the Management and our conclusion on the Statement, in so far as it relates to the amounts and disclosures in respect of these subsidiaries is based solely on the reports of the other auditor and procedures performed by us as stated in Paragraph 3 above. Our conclusion on the Statement is not modified in respect of the above matter.

7. Emphasis of Matter

Without qualifying our opinion, we draw attention to the following matters in the Notes to the Statement:

(a) We draw attention to Note No. 2 of the Statement. As mentioned therein there are certain litigations by and against the Company that are yet to be decided by various courts and the matter is subjudice. No cognizance thereof is taken in the preparation of the financial statements, pending the final outcome of these cases.

Note No. 2-

Certain litigations by and against the Company are pending in various Courts, and the matter is subjudice. No cognizance thereof is taken in the above results, pending final outcome of the cases.

(b) We draw attention to Note No. 3 (a) of the Statement regarding the reported constitution of an House Committee consisting of members of the Karnataka Legislative Assembly, and its findings on the alleged violations in implementation of the Framework Agreement ('FWA') in the construction of Peripheral Road, development of Townships and Utilities undertaken by NECE as part of the Bangalore Mysore Infrastructure Corridor Project ('BMIC Project'). As explained in the said Note, based on the legal opinion obtained by NECE in this regard, the Management of NECE has evaluated the above development and, in their assessment, since every aspect of the implementation of the BMIC Project has beenjudicially scrutinized in earlier instances by the Hon'ble High Court ofKarnataka and Hon'ble Supreme Court of India and the Hon'ble Courts have pronounced detailed favorable judgments regarding the same, including upholding the process adopted by NECE in implementing the BMIC Project as per FWA, they are of the view that NECE has followed the FW A in letter and spirit and that all concerned laws have been adhered to

in implementing the BMIC Project. Accordingly, NECE intends to legally contest any matter that may arise consequent to the reported findings of the Assembly Panel.

Note No.3(a)-

It had been reported in print media that in September 2014, the Karnataka Legislative Assembly has constituted a House Committee Assembly Panel (House of Committee) consisting of members of Legislative Assembly, to study the alleged violations in implementation of the Framework Agreement in the construction of Peripheral Road, development of townships and utilities undertaken by NECE. Further, it had also been reported in the print media that the House Committee tabled its report during November 2016 in the Karnataka Legislative Assembly, wherein NECE had various departments of GoK have been accused of violations of several terms of FWA and recommendations have been made to initiate appropriate actions which include recovery of excess land given for the project, recovery of illegal toll collected by NECE and further probe by national agencies such as the Central Bureau of Investigation (CBI), Enforcement of Directorate, central vigilance commission or investigative agencies of equal standing. While NECE has still not been provided with any notice of the formation of the committee or its reports, the Management ofNECE has assessed the findings of the said Committee reported in the print media and is of the opinion that the allegations made therein are baseless, politically motivated and hence lack legal withstanding. Further, NECE had faced similar situations in the past, where NECE has received favorable orders from the Hon 'ble High Court and the Supreme Court. NECE has also obtained a legal opinion in this regard and as per the said opinion, the constitution of the House Committee itself is unconstitutional, illegal, and invalid and any findings/report, given by the aforesaid House Committee would also be illegal and untenable in law.

Based on the aforesaid legal opinion, the Management of NECE has evaluated the above developments and in its assessment, since every aspect of the implementation of the BMIC Project has been judicially scrutinized in earlier instances by the Hon 'ble High Court of Karnataka and Hon 'ble Supreme Court of India and as the Hon 'ble Courts have pronounced detailed favorable judgements regarding the same, including upholding the process adopted by NICE/ NECE in implementing the BMIC project as per FWA, the Management ofNECE is of the view that NECE has followed the FWA in letter and spirit and that all concerned laws have been adhered to in implementing the BMIC project. As such, NECE intends to legally contest any matters that may arise in this regard to safeguard of its interests.

NECE's township development activities carried out as part of the BMIC project are dependent upon receiving necessary approvals from the Bangalore Mysore Infrastructure Corridor Area Planning authority.

The Management of NECE is of the opinion that the requisite regulatory approvals would be received by NECE in the normal course of business for the township development activities; various litigations would be decided in the favor of NECE and, hence, there would be no adverse effect on the operations of NECE including its ability to continue operations in foreseeable future.

(c) We draw attention to Note No. 3 (b) of the Statement. As mentioned therein, as at the Balance sheet date, there are various cases pending against the NECE challenging the execution of the BMICP (the 'Project') which can be categorized under the following broad heads: a) Land acquisition and allotment related b) Litigation against layout approvals c) Enhanced compensation. NECE has been legally advised that none of these pending litigations or threatened litigation is likely to affect the execution of the Project. The Management of NECE believes that aforesaid litigations will not have any material impact upon the financial statements.

Note No.3(b)-

As at the Balance sheet date, there are various cases pending against the NECE challenging the execution of the BMICP (the 'Project') which can be categorized under the following broad heads: a) Land acquisition and allotment related b) Litigation against layout approvals c) Enhanced compensation. NECE has been legally advised that none of these pending litigations or threatened litigation is likely to affect the execution of the Project. The Management of NECE believes that aforesaid litigations will not have any material impact upon the financial statements.

FOR JOSID APTE & CO.

Chartered Accountants ICAI Firm Registration No. 104370W

Partner Membership no.: 033212 UDIN:

Place: Pune Date: February 14, 2020 2 0 D '2, 3 2 12. A-PrMA 02P- ½ 3

Annexure-1

I. List of Subsidiaries:

Sr.No.	Name of the Company	Country ofIncorporation
1.	Avichal Resources Private Limited	India
2.	Nandi Highway Developers Limited ("NHDL")	India
3.	Nandi Infrastructure Corridor Enterprise Limited ("NICE")	India
4.	Nandi Economic Corridor Enterprise Limited ("NECE")	India