BEML Ltd

Your Board of Directors has pleasure in presenting 60^th Annual Report of the Company along with Audited Financial Statement for the year ended 31.03.2024 as under:

Financial results: (' in Crs)

During year, Revenue from Operations is ' 4054 crore as against ' 3899 crore in the previous year, up by 3.98%.

With increased business contribution and continued focus on cost control, your Company registered a Profit before Tax of ' 383 crore as against Profit before Tax of ' 279 crore in the previous financial year, up by 37.27%.

• Revenue of Rail & Metro Business is up by 47.06 % over the previous year.

• Revenue from operations per employee has gone up by 10.67%.

• Value added per employee is ' 39 lakhs as against ' 33 lakhs in the previous year, a jump of 18.18%.

• Employee cost to revenue from operations is down by 1.25% to 20.29 % from 21.54% in previous financial year.

Your company made exports aggregating ' 1065.63 crores (which includes physical exports of ' 153.23 crores and deemed export of ' 912.40 crores) and got export incentive of ' 2.54 crores during FY 2023-24 as against exports of ' 830.14 crores (which includes physical exports of ' 178.42 crores and deemed exports of ' 651.72 Crores) and export incentive of ' 1.92 Crores during the previous year.

The order book position of your Company as on

01.04.2024 is Rs. 11872 crores as against Rs. 8,570 crores in the previous year. The Order book comprises of three business verticals, i.e.,

Defence & Aerospace, Mining & Construction and Rail & Metro.

Performance of your Company, in terms of the Memorandum of Understanding (MoU) signed with the Department of Defence Production, Ministry of Defence (MoD), Government of India, was rated as 'Very Good' for the financial year 2022-23 and the rating for the financial year 2023-24 is under self-evaluation.

During the year under review, your Company has not transferred any amount to General Reserve.

Your Board of Directors approved an interim dividend of '5.00/- per equity share i.e., 50% on equity shares of '10 each on 08.02.2024 which was distributed among the eligible shareholders. Further, the Board of Directors have recommended a final dividend of '15.50/- per equity share i.e., 155% on equity share of '10 each, aggregating to a total dividend of '20.50/- (i.e. 205% on equity share capital) for FY 2023-24, keeping in view the future prospects of the Company and at the same time meeting the aspirations of the shareholders.

Your Company formulated a 'Dividend Distribution Policy' which includes the parameters and circumstances in determining the distribution of dividend to its shareholders and/or retaining profits earned by the Company in terms of Regulation 43A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The said policy is posted on the Company's website https://www.bemlindia.in/writereaddata/ Download s/201806251810 Dividend % 20 Distribution%20Policy. pdf.

There was no change in the nature of business of the Company during the year.

No material change/ commitment has occurred affecting the financial position of the Company subsequent to the financial year ended

31.03.2024 till the date of this report.

There was no change in paid up share and authorized capital of the company during the year.

The working capital requirements were met from the internal accruals and credit facilities availed from banks. There was no overdue instalment of principal and/ or interest to the banks.

M/s Care Ratings have revised CARE AA-; Stable/CARE A1+ for fund based facilities (Short term borrowings) and CARE AA-; Stable for non-fund based bank guarantee (Long term bank facilities) & letter of credit facilities for an amount of Rs. 5,500 crores (wherein Rs. 4,500 crores are Secured Working Capital limits and

Rs. 1000 crore are Unsecured Working Capital limits).

Details of credit ratings is being communicated to Stock Exchanges and the same are placed on Company's website https://www.bemlindia. i n/investors/credit- rating.

Pursuant to SEBI notification and BSE Circular, BEML doesn't qualify under the eligibility criteria as Large Corporate (LC) for the year 2023-24 as per the framework provided. As mandated by the Ministry of Corporate Affairs, the financial statements for the year ended

31.03.2024 have been prepared in accordance with the Indian Accounting Standards (Ind-AS) notified under Section 133 of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014. The estimates and judgments relating to the Financial Statements are made on a prudent basis, so as to reflect in a true and fair manner, the form and substance of transactions and reasonably present the Company's state of affairs, profits and cash flows for the year ended 31.03.2024.

The Company's contribution to Central and State Exchequers were in the order of Rs.636.57 crores during the year by way of Customs Duty (Rs.165.94 Crs), GST (Rs. 324.53 Crs), Dividend (Rs. 41.64 Crs), Other taxes & duties (Rs. 10.26 Crs) and Corporate Tax (Rs. 94.20 Crs).

The Company has various manuals such as Accounts, Cost Accounting and Pricing, Stores, Purchase, Audit etc. For easy reference, the manuals are available in 'BEML Bulletin Board" an internal portal, wherein the soft copies of Manuals are loaded. The soft copy of the Manuals can be viewed by employees and officers concerned for compliance thereof. The manuals are in line with the delegation

of powers and are being updated periodically. The changes made, if any, to the manuals are circulated among all concerned and also updated in the portal.

The internal audit process is designed to review the adequacy of internal control checks in the system and covers all significant areas of the Company's operations. Further the company has put in place adequate Internal Financial Controls (IFCs) with respect to Financial Statements. The adequacy of IFCs over financial reporting is covered by the Statutory Auditors in their Audit Report. In addition, the details of the IFCs are included under the heading 'Internal Control Systems and their adequacy' in the Management Discussion & Analysis Report which forms part of this report.

The Company did not accept any fixed deposits during the year, and there was no outstanding Fixed Deposits at the beginning/ end of the year. Accordingly, there was no default in payment of deposits/ interest thereon.

As per the provisions of Section 186 of the Companies Act, 2013, the details of Loans, Guarantees and Investments are given in the notes to the Financial Statement.

Ministry of Defence (MoD) vide its letter dated 01.12.2016 communicated that Cabinet Committee on Economic Affairs (CCEA) had accorded "in-principle" approval for strategic disinvestment of 26% equity in the Company, out of Government of India shareholding of 54.03% along with management control.

BEML had appointed M/s Deloitte Haskins & Sells LLP, as consultants for advising, undertaking

and implementing the Demerger of identified surplus/ non-core assets of the Company which are not part of BEML strategic disinvestment. For demerger, transfer and vesting of identified surplus/ non-core assets, BEML incorporated "BEML Land Assets Limited".

Later on, petition was filed with MCA for approval of Scheme of Arrangement and on 28.07.2022, MCA had passed order approving Scheme of Arrangement for demerger of "BEML Land Assets Limited" (Resulting Company).

In terms of Scheme of demerger, the identified surplus and non-core assets of BEML Limited has been transferred at its book value to BEML Land Assets Limited on the appointed day of demerger that is on 25.08.2022. However, the title for transfer of the said properties are in progress.

BLAL has requested MOD to provide funds for meeting registration expenses to the tune of Rs. 17.54 crore. On receipt of funds, title transfers will be executed.

KIADB Mysore had allotted 108 acres of land @ Rs.45,000/- per acre for construction of quarters for employees. BEML had utilized only 21.315 acres of land for housing purpose and kept the balance unutilized. BEML did not execute lease cum sale agreement so far. While approaching the authority for registration for transfer of title deeds, KIADB permitted to execute sale deed only for utilized portion of 21.315 acres and return back the balance unutilized land and agreed to compensate with principal amount plus interest @ 10% p.a.

Further while uploading RTC details at Govt portal (KAVERI) at Sub-Registrar Office at Mysore, there are discrepancies observed on land measurement. Matter was taken up and

now CEO has given instructions to special Land Acquisition Officer, Mysore, to initiate immediate necessary action & coordinate with Revenue Dept., to speed up the matter.

BEML intends to (outright) purchase a portion of leased out land of BGML at the guidance value prescribed by the Sub-Registrar, KGF, Kolar. The market value was fixed @ Rs 6 Lakhs per acre for the area no 01, 02 and 03. Same has been considered as applicable market rate for year 2024 only for lands of the said survey no 01, 02 and 03.

In this regard, CMD BEML has sent a letter to the Secretary GOI, Ministry of Mines dated 21^st March' 2024 requesting to pass necessary directions to BGML authorities to facilitate the transactions for closure of the long pending issue. The total land value works out to Rs.170.10 Lakhs at the current applicable market rate (stamp duty and registration charges extra).

(1) Appointment/ re-appointment of Independent Directors

During the year 2023-24, No new appointment or re-appointment of the Independent Directors was made. In terms of section 149 of the Companies Act, 2013, the provisions of section 152(6) and (7) in respect of retirement of directors by rotation shall not be applicable to IDs. Pursuant to Schedule IV of the Companies Act, 2013, the appointment/ re-appointment of the Independent Directors would be formalized through a letter of appointment setting out the terms and conditions in case of their appointment, which is also placed on the web-site of the Company at www.bemlindia.in.

(2) Statement on declaration by Independent Directors

Independent Directors had furnished necessary declarations, in terms of Section 149(7) of the Companies Act, 2013, stating that they had fulfilled the criteria of independence as provided under Section 149(6) of the said Act and Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014 subject to the exemptions granted to the Government Companies. The Board reviewed the said declarations and noted the same.

(3) Change of Key Managerial Personnel

In terms of Article 97 of the Articles of Association of the Company, the President of India is vested with the power to appoint the Directors of the Company from time to time and also shall determine the term of office of such Directors. Accordingly, the following appointments on the Board of your Company were effected during FY 2023-24 as per the directives of the President of India:

(i) Shri Shantanu Roy (DIN: 10053283), Director (Mining & Construction Business), appointed as Chairman & Managing Director (CMD) of the Company vide MoD letter No.8

(4)/2022-D (BEML), dated 20.07.2023. He took charge on 01.08.2023.

(ii) Shri Rajeev Prakash (DIN: 08590061), appointed as Government Nominee Director (Part Time official Director) of the Company vide MoD letter No.8 (32)/2019-D (Coord/DDP), dated

08.12.2023. He took charge on

08.12.2023.

Shri Shantanu Roy (DIN: 10053283) is liable to retire by rotation at the ensuing annual general meeting and being eligible, offer himself for re-appointment.

Shri Amit Banerjee, (DIN 08783660) ceased to be Chairman & Managing Director (CMD) consequent upon attaining the age of superannuation w.e.f. 31.07.2023. Shri Surendra Prasad Yadav (DIN 02267582) ceased to be Government Nominee Director of the Company w.e.f. 08.12.2023. Further, Dr. G. Jawahar (DIN: 10043602) ceased to be Director (Human Resources) of the Company vide MoD letter No. 8(7)/2019-D(BEML) dated 05.07.2023 on account of his resignation. He was ceased from his charge on 06.07.2023. The Board placed on record its deep appreciation for invaluable services rendered by the Shri Amit Banerjee, Shri Surendra Prasad Yadav and Dr. G. Jawahar on the Board.

(4) Remuneration of Director:

As per the provision of section 197(12) of Companies Act, 2013 read with rule 5 of Companies (Appointment and Remuneration of Managerial Personnel) Rule, 2014, every listed company is required to disclose the ratio of remuneration of each Director to the median employees' remuneration and details of employees receiving remuneration exceeding limit as prescribed from time to time in the Board Report.

However, as per notification dated 5^th June' 2015 issued by MCA, Government Companies are exempted from complying with the provision of section 197 of Companies Act, 2013. Therefore, such particulars have not been included in Board Report.

Government Nominee Directors were neither paid any remuneration nor sitting fee for attending Board/ Committee meetings.

Independent Directors are paid sitting fee of ' 25,000 per meeting of the Board/ Committee of the Board attended by them.

Neither there was payment of commission to the Board of Directors nor any stock option scheme offered to them during the year. Further, none of the Directors had any pecuniary relationship nor entered into any related party transactions with the Company during the year.

(5) Number of meetings of Board:

During the year, seven meetings of the Board were held on 26.05.2023, 13

614.07.2023, 11.08.2023, 26.09.2023,

09.11.2023, 08.02.2024 and 01.03.2024. Requirements on number and frequency of meetings, in terms of Section 173(1) of the Companies Act, 2013, Regulation 17(2) of Listing Regulations, and Para 3.3.1 of the DPE Guidelines, were complied with in full.

(6) Directors' Responsibility Statement:

Pursuant to section 134(3)(c) and 134(5) of the Companies Act, 2013, your Directors state that,

(a) in the preparation of the annual accounts for the year ended

31.03.2024, the applicable accounting standards have been followed along with proper explanation relating to material departures;

(b) the directors had 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 2023-24 and of the profit of the Company for that period;

(c) the directors had 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) the directors had prepared the annual accounts on a going concern basis;

(e) the directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

(f) the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

(7) Board Evaluation:

The Board of Directors of the Company comprises Functional Directors, Government Nominee Directors and Independent Directors appointed by the Government of India from time to time pursuant to Article 97 of Articles of Association of the Company. Further, the Government communication also indicates the detailed terms and conditions of their appointment based on applicability of the relevant rules of the Company.

In view of the above, the performance of all Functional Directors and Government

Nominee Directors is being evaluated by the Administrative Ministry every year based on own evaluation methodology. Further, considering the educational qualifications, age, rich and varied experience of the applicants, the Administrative Ministry/ Department would appoint the IDs on the Board on the recommendation of Search Committee after obtaining approval of competent authority. In addition, the assessment/ evaluation of performance of Independent Directors who will be completing their tenure/ seeking extension was undertaken by the Department of Public Enterprises through Administrative Ministry periodically. As per requirement of SEBI (LODR), Independent Directors in their meeting held on 18.01.2024 undertook the evaluation of performance of functional directors and the minutes of said meeting were placed in the subsequent Board Meeting for information of the Board.

The following mandatory Committees required under Companies Act, Listing Regulations, DPE guidelines/ MoD Directives are constituted by the Board to function according to their respective roles and defined scope:

• Audit Committee

• Nomination and Remuneration Committee

• Stakeholders' Relationship Committee

• Risk Management Committee

• Corporate Social Responsibility and Sustainability Committee.

• Procurement Committee

• Share Certificate Committee

The details of the Committees along with their composition, number of meetings held and attendance at the meetings are provided in the Corporate Governance Report as annexure to the Board Report.

It terms of Section 134 of the Companies Act, 2013, Regulation 17 & 21 of the Listing Regulations and Chapter 7 of DPE Guidelines, your Company has constituted Risk Management Committee (RMC) and implemented Board approved "Risk Management Policy (RMP)" Further, the composition, reconstitution and the terms of reference in line with quorum, minimum number of meetings, gap between two meetings of RMC and Powers, roles and responsibilities of RMC as duly approved by the Board are incorporated/ amended in the RMP as per the SEBI Listing Regulations. With the induction of Independent Director, all Business Group Directors, Director (Finance), Director (HR) and Independent Director will be the members of the Committee and senior most Functional Director will head the Committee. During the year, two meetings of RMC were held on 27.07.2023 and 17.01.2024.

The Corporate Risk Committee prepares the key risks along with mitigation plans and report to the Risk Management Committee constituted in terms of Regulation 21 of the Listing Regulations. The said key risks and mitigation plans will be placed before Audit Committee, which recommends it for review and approval of the Board.

The Board reviews the key risks along with mitigation plans and monitor the status on risk management periodically. The RMP is placed on the Company's website

https://www.bemlindia.in/writereaddata/

Downloads/202003302233Risk_Management_

Policy.pdf.

In terms of Section 134 of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014, the information on energy conservation, technology absorption and foreign exchange earnings and outgo including the products developed by the Company during the year is placed at Annexure-I.

Pursuant to Regulation 23 of the Listing Regulations, your Company has formulated a "Policy on Related Party Transactions", to regulate transactions entered into between the Company and its related parties. Further, in terms of Regulation 46(2)(g) of the Listing Regulations, the said policy is placed on the web-site of the Company at https://www.bemlindia.in/writereaddata/ Downloads/202003301756Related_Party_ Transactions_Policy.pdf

During the year 2023-24, all related party transactions (RPT) that were entered into with the related parties were fair, transparent and at arm's length basis and also in the ordinary course of business of the Company.

The said related party transactions were also duly considered and noted by the Audit Committee. Information as required under section 188 in 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 attached to this report as

Your Company has complied with the provisions of applicable secretarial standards with respect to Meetings of Board of Directors (SS-1) and General Meetings (SS-2) issued by the Institute of Company Secretaries of India in terms of Section 118(10) of the Companies Act 2013. Further, as stipulated in Standard 9 of SS- 1, a statement on compliances of applicable Secretarial Standards is included in the Report of the Board of Directors.

In terms of Regulation 34 of the Listing Regulations and Chapter 8 of the DPE Guidelines, a report on Corporate Governance (CG) compliance is included in the Board's Report. M/s Manish Mishra & Associates, Practicing Company Secretaries (PCS) have issued a Compliance Certificate on the same. In terms of Para 8.2.3 of the DPE Guidelines of CPSEs, the Company's compliance level as per the grading report on Corporate Governance is rated as 'Excellent' with 98.68% (average for 4 quarters) for FY 2023-24 based on selfevaluation. The aforesaid report on Corporate Governance along with Compliance Certificate is placed at Annexure-III.

In terms of Regulation 34 of Listing Regulations and Chapter 7 of the DPE Guidelines, report on Management Discussion and Analysis Report is placed at Annexure-IV.

A Business Responsibility & Sustainability Report (BRSR) for FY 2023-24 in terms of Regulation 34 of Listing Regulations, describing the initiatives taken by the Company on environmental, social and governance perspective, in the format as specified by SEBI from time to time is placed at Annexure-V.

Your Company has constituted Corporate Social Responsibility & Sustainability (CSR) Committee and implemented Board approved "CSR Policy" pursuant to Section 135 of the Companies Act, 2013, read with Companies (Corporate Social Responsibility Policy) Rules, 2014 as amended from time to time and DPE Guidelines on MoU. Further, the composition, reconstitution and enhanced terms of reference as duly approved by the Board are incorporated in the CSR Policy.

On 31.03.2024, the Committee comprises of Shri Siva Makutam, Independent Director as Chairperson, Shri Ajit Kumar Srivastav, Director (Defence Business) and Shri Anil Jerath, Director (Finance) as members. The CSR Committee met four times during the year on 12.07.2023, 28.09.2023, 04.11.2023 and 22.02.2024. An amount of ' 5.73 crores was spent during FY 2023-24 towards CSR activities which was more than 2% which is ' 3.85 crores as stipulated under the Companies Act, 2013 and was in line with the Board's approved projects and the same was certified by the Chief Financial Officer/ Director (Finance) and Chairman of CSR Committee. Annual Report on CSR activities for FY 2023-24 is placed at Annexure-VI.

The Company has a Vigilance Department headed by an independent & full-time Chief Vigilance Officer. The Vigilance Activities were carried out in a holistic manner and covered prevention, detection and enforcement.

Vigilance is basically and admittedly a managerial function and, therefore, it is an integral part of the duties of an executive. CVO advises management on all matters pertaining to Vigilance. As an extended arm of the Central Vigilance Commission in its exercise of superintendence over Vigilance Administration of the Company, CVO provides the link to the Administrative Ministry and the CBI.

Complaints received by the Vigilance Department were handled as per Complaint Handling Policy of the Company & CVC guidelines. Such complaints were registered after owning and investigated only after determining 'Vigilance Angle'. The registered complaints are disposed after detailed investigation. During the year 2023-24 (April to March), three (03) registered complaints were carried forward from 2022-23 and ten (10) fresh complaints were received, out of which twelve (12) complaints were disposed during the year.

Surprise checks, periodic checks, scrutiny of purchase orders/contracts, Scrutiny of TA/DA & Medical reimbursement claims, scrutiny of Annual Property Returns, nine (9) CTE type of in-house inspections and eight (8) system studies were conducted during the fiscal year 2023-24. Based on the outcome of these, Systemic Improvements were recommended to management & implemented, which mainly pertain to process improvements, management of procurement activities, contract, stores/ inventory, Vendor assessment, weigh bridge

operation, clearing of bills, quality of products/ aggregates etc.

From April 2023 to March 2024, 4013 vigilance clearances have been processed on-line (and some special cases off-line) for executives and employees of BEML on the 'SAMPARK' Portal.

Submission of monthly reports through online (Bill receivable & bills payable). Customer LD detail master data in SAP for better monitoring at HQ for both Equipment and Spare parts business - New T-Code developed.

Vigilance Awareness Week-2023 (VAW-2023) with the theme "Say no to corruption; commit to the Nation" was observed in the Company during 30^th October 2023 to 5^th November 2023 in line with the directives by Central Vigilance Commission (CVC). Citizens Integrity pledge was also administered to the Staff of BEML Limited as well as students and staff at schools and colleges and in some Gram Sabhas where the Company had organized events as part of observance of VAW - 2023. Also, many Guest Lectures by eminent personalities regarding topics of current relevance were organized by Vigilance Dept at the respective locations.

Public Interest Disclosure and Protection Informers (PIDPI) Posters (in 9 Languages) and Banners were displayed in prominent places within the organization & also in public places. Organized the Mobile Vans with display about PIDPI awareness in Mysore, Bangalore and KGF during VAW 2023.

Sensitization programme had been conducted by in-house faculties on the eve of VAW-23 across BEML Ltd and at some vendor premises too.

A 'Vendor Meet' was organised at Corporate Office of BEML on 26^th October 2023 virtually

& simultaneously across all divisions of BEML linked through Video Conferencing facility with Corporate/ Divisional Executives and Vendors. There was active participation from vendors (around 130 vendors participated). CMD, CVO and all functional Directors and other senior officers of BEML have addressed the queries/ grievance raised by vendors.

In-house magazine on vigilance awareness 'Vig-Kiran Ver.12' was published and also a booklet on PIDPI was released.

In terms of the provisions of Section 177 of the Companies Act, 2013, Regulation 22 of the Listing Regulations and Chapter 4 of the DPE Guidelines, your Company has formulated "Vigil Mechanism/ Whistle Blower Policy" for directors and employees to report genuine concerns. The said policy is placed on the Company's website https://www.bemlindia. in/wp-content/uploads/2023/05/Whistle_ Blower_Policy.pdf. The policy provides for adequate safeguards against victimization of director/s or employee/s or any other person who avail the said mechanism and also provides for direct access to the Chairperson of the Audit Committee in appropriate or exceptional cases. The Audit Committee reviews the functioning of the whistle blower mechanism periodically as per Schedule II (A)(18) of Listing Regulations and Chapter 4 of DPE Guidelines, As per the said policy, none of the employees have been denied access to Audit Committee.

Quality has been one of the focus areas for the company. The company is committed for continual improvement through process approach as a business strategy and hence remains proactive in the areas of product and service quality. At BEML, Corporate Quality

Policy emphasizing Total Quality Management (TQM), ensures that Products, Services and Processes meet stringent standards and requisite performance criteria. A separate Quality Department spearheads the thrust towards Total Quality Management.

All the manufacturing divisions are accredited with Quality Management System (QMS) to ISO 9001:2015 Standard. Also, all the manufacturing divisions are committed to Environmental Management System (EMS) through ISO 14001: 2015 Standard.

Further, Bengaluru Complex is certified for Occupational Health & Safety standard, as per ISO 45001: 2018 also. BEML Aerospace manufacturing division (ASMD), Mysore complex is certified to AS 9100D Aerospace standard.

BEML Ltd., has won "GOLD" award in the 3rd edition of EEPC India Quality Awards.

BEML has facilitated involvement of executives & non-executives in the Quality movement through Quality Control Circles (QCC). During the year 2023-24, 10 QCC Teams were selected for presenting in the BEML-Nonimara Award Competition. 07 teams participated in National Competitions. 03 teams were adjudged Par Excellence and 04 teams won Excellent award.

Four Quality Circle Teams were nominated for the ICQCC 2023 held at Beijing, China. Three teams have bagged "GOLD" award and one team has been awarded "SILVER" award.

Key initiatives/ actions taken during the year for continuous improvement towards Quality Assurance, are as under:

Quality Assurance system is being continuously monitored across all the manufacturing divisions to ensure Quality improvements in Design,

Processes, and Systems. Key initiatives/ actions taken during the year for continuous improvement towards Quality Assurance, are as under:

• 59 personnel have been trained and certified as Six Sigma "GREEN BELT" through CII & Indian Statistical Institute across all manufacturing units

• 357 Kaizen projects were implemented across the divisions

• 184 Quality Improvement projects were implemented to reduce rejection and overcome field issues

• 83 nos. Jigs & Fixtures were added and upgraded to improve manufacturing Quality

• 331 Vendor visits/ audits were carried out to improve Incoming Material Quality.

Division level Field Failure review meetings are being held regularly based on Quality/ service issues reported. Actions are initiated to address the issues and close them.

BEML is committed to the "Make in India" (Atmanirbhar Bharat) policy and considers it an opportunity to boost Indigenisation of Equipments to achieve cost benefits and also complement the strengths of private sector to build a strong industrial base.

BEML has been systematically indigenizing the products through extensive R&D efforts and has achieved 90% in the mainline Mining & Construction products, Rail coaches & EMU's, over 97% in High Mobility vehicles (HMV 8x8) and 91% (HMV 6X6) and over 65% in Metro cars. Further efforts are underway to reach higher levels.

BEML has nominated a Chief Indigenisation officer for Make in India drive and list of items for indigenization are hosted on Srijan portal website: www.srijan.gov.in

Under this initiative Company has designed and developed products as follows

a. BEML is manufacturing Vande Bharat sleeper coaches. The train set will have best in class interiors with GFRP panels (light weight & corrosion resistant material) combined with aerodynamic exterior looks, crash worthy features, modular pantry, ergonomically designed odor free toilet system and modern passenger amenities for travelers.

b. BEML has fired India's first indigenously manufactured 1500 HP Engine at BEML's Engine Division, Mysore for Main battle tanks (MBT's).

The 1500 HP engine represents a paradigm shift in military propulsion systems, boasting cutting edge features such as high power-to-weight ratio, operability in extreme conditions including high altitudes of 5000 meters, sub-zero temperatures of -40?C, and desert environments up to +55?C. Equipped with advanced technologies including electronic control with CRDi fuel injection system, self-air filter cleaning, and electronic warning control, this engine stands on par with the most advanced engines globally

c. Tank transport trailer - 50T has been developed indigenously. 50T trailer is a 12- twin wheeled heavy-duty trailer designed for rough terrain with a payload capacity of 50T. The trailers are used for transporting Battle tanks in Indian army and it is towed by BEML HMV 8X8 vehicle.

Further during the year 2023-24, Our Company has indigenized 108 items.

Continuous efforts are on to reduce the import content further and increase Make in India content.

Pursuant to the directives from Central Vigilance Commission and Ministry of Defence, Integrity pact is being adopted with all Vendors/ Supplier's/ Contractor's/ service providers for all orders/ contracts of value Rs.1 crore and above.

The pact essentially envisages an agreement between the prospective vendors/ bidders and the Company, committing the persons/ officials of both sides, not to resort to any corrupt practices in any aspect/ stage of the contract.

Only those vendors/ bidders, who commit themselves to such a pact with the principal, would be considered competent to participate in the bidding process.

Integrity pact, in respect of a particular contract, would be operative from the stage of invitation of bids till the completion of contracts. Any violation of the same would entail disqualification of bidders and exclusion for future business dealings.

Two Independent External Monitors (IEMs) have been appointed to review the cases on bi-monthly or quarterly basis.

During the FY 2023-24, Rs.1934.13 Crores of purchase orders were entered into Integrity pact out of total purchase orders value of Rs.3025.23 Crores

BEML Supplier Relationship Management (SRM) is aiming to establish web based seamless

relationship and collaboration of procurement process with its Global business partners.

BEML endeavors to procure materials and services through e-procurement platform on ERP system. BEML upgraded the e-procurement software i.e. SRM version from SRM-5 to SRM- 7, which is having encryption facility for better security.

"Online Vendor payment tracking option" to check status of payments against supplier/ services/ payment orders.

Tender status updates are provided through automatic emails to bidders with reasons for rejections.

After opening of the price bids, all technically qualified/ pre-qualified bidders will be able to see the price details of other bids submitted against the tender.

During the year about 95 % of the

total requirement was sourced through e-procurement.

Government e-Marketplace (GeM) is implemented by the Government with the aim to transform the way in which procurement of goods and services is done by Government Ministries & Departments, Public sector undertakings and other apex autonomous bodies of the Central Government. Procurement through GeM has been authorized by General Financial Rules by making necessary changes in government rules. GeM is a completely paperless, cashless and system driven e-market place that enables procurement of common use goods and services with minimal human interface.

During the year 2023-24, materials worth Rs.2209.86 crores has been procured through GeM out of the target value of Rs 2000 Crores.

The same is being reviewed by Audit Committee & Board regularly.

Company is procuring materials required for production & for other purposes through Micro & Small Enterprises (MSE's). 358 items which are reserved are being procured exclusively from MSEs.

Appropriate weightage has been given for MSEs in the MoU from the year 2015-16 onwards.

As per the directive of Government, minimum 25% (Notified From 9^th Nov' 2018) of procurements have to be made from MSE's amended from 20% earlier. Provided a minimum 3% reservation for women owned MSE's and 4% for SC/ST Enterprises.

Further MSE procurement data is uploaded on "MSME SAMBANDH" portal on monthly basis.

During the year 2023-24, Company has procured Rs 651.39 Crores from MSE's out of Rs.2128.09 Crores local procurement which constitutes 31% from MSE's

Vendor development is a continuous process to identify and develop new vendors to bring in competition among the vendors and to reduce costs. The following methods are generally followed to identify potential new vendors.

• Publication of Expression of Interest (Eol) in BEML Website

• Listing of imported items in Srijan portal for Indigenisation

• Participation in exhibitions and seminars (Including Virtual)

• Organize Vendor meets (Including Virtual)

Further to encourage parts development following EoI's has been published

EoI's Published: (For Vendor Development/ Make in India)

• Eol for Critical 242 parts & components has been published in BEML Website to identify potential vendors for development

• Open ended Expression of Interest (Eol) has been published in BEML website for registering the new vendors.

• Eol for development of the critical items.

• Import items have been listed in Srijan portal to identify potential Vendors for indigenization with details of photo, brief specifications, annual quantities required etc. Further Vendors showing interest in SRIJAN PORTAL is taken forward for evaluation & development of parts.

The procurements from Single source are being reviewed Quarterly by Audit Committee & Board Level.

The objective of Outsourcing & Vendor Development policy is to achieve cost effectiveness & improve competitiveness of Company in global market.

BEML recognizes outsourcing as one of the strategic tools to achieve cost benefits and also complement the strengths of private sector to build a strong industrial base. BEML is well on its journey to become a system integrator by outsourcing a substantial part of manufacturing activities from Indian vendors, enabling BEML to enhance the capacity, attain cost effectiveness and improve competitiveness in the global market. As a policy BEML is not making any capital investments where facilities are available in the Indian industry. To facilitate

outsourcing, the company has well established policies, procedures and guidelines.

• New vendors are supported by way of imparting knowledge on manufacturing processes, specifications, quality plans, etc.

• BEML also extends its testing facilities to its vendors wherever required.

• To enhance transparency in all its procurement processes, BEML has well established e-Procurement Portal.

Further as per the directives of Ministry of Defence, BEML has framed an "Outsourcing and Vendor Development Policy" as duly approved by the Board. The objective of the policy is to enhance cost effectiveness and improve competitiveness of the Company in Global market. The other significant objective of this Outsourcing and Vendor Development Policy is to build a manufacturing eco system in the Country to attain self-reliance. On the other hand, participation of Indian private industry will be an enabler in building technological and manufacturing capability inside the country. Based on the policy so framed, a Road Map for Vendor Development has been prepared with yearly targets and monitored at the Board level periodically.

The Hindi cell is functioning in the Corporate office of the Company and also in all Complexes & Divisions. It is responsible for ensuring the compliance of the Official Languages Act, the Rules made there under and the administrative instructions regarding use of Hindi received from the Ministry of Defence and the Department of Official Language from time to time, under its manufacturing complexes and Regional/ District Offices.

Compliance of Section 3(3) of Official Languages (OL) Act, 1963

Section 3(3) of Official Languages Act, 1963 has been complied with fully during the period under review and all the documents covered under this section have been issued bilingually. The position of the same is being monitored through the quarterly meetings of the Official Language Implementation Committee.

Hindi Fortnight Celebrations:-

Hindi Fortnight was observed in the Corporate Office, all Complexes and ROs/DOs from September 14, 2023 to September 28, 2023. During this period, executives and employees were motivated to do their maximum work in Hindi and competitions such as Hindi Crossword, Hindi Administrative Terminology, Hindi Quiz, Hindi Antakshari and Hindi Essay Competitions were organised. Instructions were issued to all offices to take the pledge on Hindi Day i.e. on September 14, 2023 in accordance with the guidelines issued by the Ministry of Defence and Department of Official Language, Ministry of Home Affairs.

Hindi Training :-

Training in Hindi Prabodh, Praveen and Pragya courses were conducted for January-May, 2023 and July-November, 2023 and a total of 214 executives/ employees (Prabodh:64; Praveen: 63 and Pragya: 87) have been trained in these two sessions.

Incentive scheme for original work in Hindi:-

Cash incentive scheme for original work in Hindi has been implemented in the Company.

Hindi Online Workshop:-

In continuation of the practice of conducting all india level Hindi workshop through Online by BEML, the Corporate office and other offices on turn basis have conducted a total of 10

Hindi workshops and a total of 556 executives/ employees across BEML were trained.

PARLIAMENTARY COMMITTEE ON OFFICIAL LANGUAGE INSPECTION:-

The first sub-committee of the Parliamentary Committee on Official Language has inspected the following offices and expressed their satisfaction over the progress achieved in Hindi across BEML.

MOD inspection on Official language:-

The Joint Director (OL), DDP, MoD, New Delhi inspected our Bangalore Complex on 12.06.2023 on Official Language aspects and suggested some more implementation measures for the progressive use of Official Language Policy.

Internal Rajbhasha Inspection:-

A total of 10 internal Official Language Inspections have been conducted by Sr. Executives of Corporate office at various offices of BEML during the year 2023-24.

Rajbhasha Awards:

BEML Limited, Corporate Office, Bangalore has bagged Rajbhasha Shield from Town Official Language Implementation Committee (PSU), Bangalore for commendable performance

in implementation of Hindi during the year 2022-23.

Bilingual Equipment Manuals:-

The manuals of User Hand Book (English) for BEML High Mobility Vehicle 6x6 BEML T815-28RR36 22 270 6x6 received From KGF Complex has been completed and submitted on time.

Other achievements:

• Hindi version of the Questionnaire has been prepared for submission to the Committee on study visit of the Parliamentary Committee on Welfare of Other Backward Classes

• Translation work of Company's Annual report has been completed and submitted on time.

All translation work and Hindi typing work relating to Annual Reports, Comptroller and Auditor General Audit Paras, Technical Reports, Memorandum of Understanding, Reports on SC/ ST, RTI, Reservation policy, Standing orders, Product Profiles, Advertisement Materials and important standard forms was printed and published bilingually.

The number of employees of the Company as on 31.03.2024 stood at 4884 as against 5191 for the previous year resulting in over 5.91% reduction.

The category-wise number of SC/ ST and ExServicemen employees as on 01.04.2024 and representation of SC/ ST and Ex-servicemen as of the same date as compared to total strength is as under:

* excluding Board level Executives & CVO on deputation

Recruitment of SC/ ST/ OBC/ Economically Weaker Section (EWS)

The Company has adopted the best practices for providing equal opportunities and harmonious environment for advancement of SC, ST, OBC and EWS. During the year, 54 employees were appointed under Group A, 8 Employees under Group B and 94 employees on contract basis belonging to SC, ST, OBC and EWS.

There were no employees of the Company who received remuneration in excess of the limits prescribed under Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

The transparent and continuous communication with all Employees in the shop floor is the driving mantra of smooth and peaceful Industrial Relations scenario in the Company. The thrust was given to participatory culture which was instrumental in maintaining a

constructive harmonious relationship between the Management and the Unions/ Associations. Regular Meetings with the representatives of the recognized Unions/ Officers Associations at the Divisional, Complex and Corporate Levels were held and employee related issues were resolved amicably. The functioning of various bi-partite Committees at Complex level focused on improvement of overall performance of the Company and resolved the issues in production related matters.

BEML in its journey of 60 years and being an Engineering Company, facing aggressive competitions from MNCs. BEML has to be on a continuous training-path to learn, absorb & apply latest technology across its product lines under various business verticals.

Employees and their Knowledge & Skills are the key factors for retaining the Competitive edge. Thus, Training has become a vital part of every business activity at BEML and its importance would increase with the fastchanging technology, product life and market requirements.

Training Programme on Six-Sigma Green Belt was conducted in two batches. The first batch was conducted through M/s CII and the second batch was conducted through M/s ISI, Bangalore covering 60 participants. The participants have

taken the live projects as the part of the certification programme.

• Department of Public Enterprises (DPE), Ministry of Finance takes initiative to tie-up with top Academic institutions (including IIMs, IITs, ASCI) and Professional Bodies (ICMI, NPC, NIFM etc.) for Training Programmes & Workshops (through Classroom & online sessions).

• The above process involves deep scanning of PMS/ TNI data, ADC Reports, HOD inputs & approval process, post-which the registration process involves Aadhaar seeding, OTP verification, seats availability (among the 300 participating organisations).

• As approved, total 15 Executives have been nominated for various programmes (8 Training Programmes) and registered through OTNS.

• Induction process plays a vital role in integrating new joinees to BEML family.

The Management Trainees (MTs) are provided orientation/ induction programme at all Manufacturing Complexes (Bangalore, Mysore, Palakkad & KGF Complexes).

• In addition to the above, 3-days special Technical Focused Training was organized for Technical MTs and Nontechnical MTs were exposed to 3-days exclusive familiarisation in their domain at KGF Complex.

• At Corporate Office, the HODs of all Functions have made presentation.

In order to leverage the knowledge & skills acquired by the participants after attending DPE Sponsored Training Programmes, Knowledge Sharing Sessions (KSS) were organized on every Friday for the Beml- ians to embrace the change and sustain the Journey towards Excellence. The KSS on topics like Building Competencies for Personal Excellence, Project Management etc were organized.

BEML established its Centres for Excellence (CoE) at all major manufacturing Complexes to continuously learn, train and improve the technology, be it in field of Engine development, Metro Coach Fabrication, Aerospace etc. BEML also believes in developing people capability across the value chain including the Contract Workmen to retain their relevance and employability.

KGF Complex: At KGF, School of Hydraulics & Welding is specialized in Hydraulic

System and Welding Process Training on BEML Equipments.

Bangalore Complex: CoE at Bangalore Complex imparts Training in Stainless Steel Welding and Wire-Harnessing to support the Metro Car manufacturing. This CoE also provides Skill Training on Crane operations to Contract Operators & BEML Employees.

Mysore Complex: Mysore Complex

houses specialized CoE in Electrical & Electronics systems for heavy equipments like Dumper, Motor Grader etc. The Centre also provides intensive practical & theoretic Training on Calibration, Wire-Harnessing, Trouble Shooting of Equipments.

Palakkad Complex: CoE at Palakkad specializes on Power-Train mechanism including Axle, Engine, Transmission, Differential Assembly & Electrical system of heavy vehicles like TATRA and other equipments used for Defence Applications.

• Ministry of Skill Development & Entrepreneurship (MSDE) has organized "Apprentices Mela" at different location towards developing Technical manpower for the industry by providing opportunities to the Apprentices.

• BEML has actively participated

in this unique initiative of MSDE

Apprenticeship Mela, to engage

candidates as apprentices under the Apprentice Act, 1961.

As per Ministry directives, various

programmes were conducted towards

celebrating the occasion of 'Azadi Ka Amrit

Mahotsav (AKAM)' as appended below:

• Debate/Slogan/Extempore Competition on "Empowerment of Women and Children" by Executives/ Employees (inclusive of Apprentices),

• Circulation of Pamplets/ Brochure on "Unity of Country" through digital mode to all Executives & Employees including Apprentices (IT Announcement)

• Lecture on "Language (Bhasha) of India for Executives/ Employees/ Apprentices

• Webinars on Shram Dhaan move by Executives/ Employees/ Apprentices on 'Swachta'

• Lecture on "Health and Wellness (with emphasis on Ayush)" for Executives/ Employees/ Apprentices or Lecture on "Health and Wellness (with emphasis on Ayush)" for BEML Family members.

• Skill competition on 'Atmanirbhar Bharat' for Executives/ Employees/ Apprentices

h) Kaushal Connect:

As an initiative towards creating a culture of Learning among BEML-ians a monthly magazine under the name "KAUSHAL CONNECT" was introduced during May, 2023. The magazine highlights the training programmes conducted during the month across BEML.

i) Apart from the regular training programmes at all locations (KGF, Bangalore, Mysore, Palakkad Complexes, Marketing Division & Corporate Office), the Executives/ Employees participated in the specific training programmes are as follows:

the platform based on web technology primarily aims to enable submission of grievances by the aggrieved citizens for scrutinizing and acting for speedy redressal of these grievances.

For this purpose, your Company has nominated Chief General Manager (HR) as the Nodal Officer to deal with various public grievances and to ensure prompt and proper feedback to the concerned persons.

Internal Complaints Committee (ICC) has been constituted as per Sec 4(1) of the Sexual Harassment of Women at Work Place (Prevention, Prohibition & Redressal) Act, 2013. The same is functional in all the Complexes/ Divisions for receiving complaints of Sexual Harassment if any, and it has been displayed in all the prominent locations across the Complex/ Divisions for the information of all the Women employees. No Complaint has been received under this Act, during the year 2023-24.

Also, the Sexual Harassment of Women at Work place is notified as Misconduct as per BEML CDA Rules, 2019 applicable to Officers and Certified Standing Orders applicable to Workmen.

i. Joint Tree Plantation Program:

The Company in association with the State Forest Department had undertaken planting of saplings at its Manufacturing Complexes and Townships on a regular basis. During the period from April 2023 to March 2024 a total of 5504 Nos. of Tree Saplings have been planted/ distributed at Corporate Office, KGF, Bangalore, Mysore and Palakkad Complexes.

ii. Energy use and Conservation Measures:

Clean & Green Energy: The Company's 5 MW Windmill at Gadag and 18 MW Windmill at Bagalkot Districts in Karnataka, 200kW Solar Power Plant at Mysore in Karnataka and 50kW at Palakkad in Kerala have contributed towards ensuring clean & green energy by mitigating 26565 Tons (approx) of Carbon up to March, 2024.

"PAVI" distribution of Solar High Mast Lights through the Parichay Foundation: The Company has distributed two high mast lights in the Pahadpur village CLS school campus, Odhisha, where 125 underprivileged girls are studying. The second high mast light installed at local sarpanch Rukmini Murmu. The lights will help the communities make use of the sustainable and green energy as there is scarcity of electricity in the village.

The Company in continuing with its endeavor towards being a Socially Responsible entity had undertaken the various initiatives under Swachh Bharat Campaign & Swachh Vidyalaya Abhiyaan during the current year 2023-24. Important Swachh Bharat Initiatives at BEML Limited for the year 2023-24 are as under:

i. Swachh Bharat Initiatives:

BEML has undertaken various activities as per the Annual Action Plan based on the recommendations of the Group of Secretaries (GoS) on 'Swachh Bharat & Ganga Rejuvenation' for the year 202324. The main activities are: Conducting awareness programmes, Construction of Toilet Blocks under Swachh Vidyalaya

Campaign, Collection, Segregation and Disposal of Waste especially Plastic waste Horticultural activities, planting and distribution of Tree Saplings in association with the State Forest Department and cleanliness activities within the Factory premises, Townships and Public places.

ii. Special Campaign between 15.09.2023 to 31.10.2023:

Under the Special Campaign 3.0, Outdoor cleanliness was undertaken in BEML Corporate Office, Manufacturing Complexes, Townships and Regional & District Offices. The Special Campaign was carried out in two phases viz., Preparatory and Implementation phase. In the Preparatory phase from 15^th to 30^th September, 2023, sites were identified for carrying out the outdoor cleanliness drive and in the Implementation phase, the outdoor cleanliness activity was carried out with much publicity towards creating awareness among the general Public and the surrounding communities.

Painting/ Drawing and Essay competitions on the subject of "Garbage Free India" was organized for Executives/ Non-Executives, their children, Spouse and contract personnel.

In order to make the work place safe and clean, "Innovative practices on Swachhta" by way of Mechanized cleaning as a part of Special Campaign 3.0 was carried out at all Complexes.

Branding and publicity of Special Campaign 3.0 activities in electronic and print media platforms at both field and central level has been done through social media such as myGov, Twitter and Facebook extensively.

iii. Celebration of Swachh Bharat Pakhwada:

BEML had organized 'Swachh Bharat Pakhwada' from 1^st to 15^th Dec, 2023. Various activities in line with the Action plan were held at Corporate Office, Manufacturing Complexes, Townships and Regional & District Offices.

As part of the Swachhta Pakhwada, all Complexes, had organized "Cleanliness Drive" at various prominent public places in BEML Township & Brindvan Garden Mysore. The drive was carried out by carrying out cleanliness of all type of plastic wastages, Garbage and other wastages and created the awareness of the public in the market place of DK Halli - Bangarpet. Mass social movements on cleanliness were carried out within the office premises and peripheral areas, with an intention to realizing the importance of Swachhata across public places, where more than 500 officers, employees, contract persons participated with great enthusiasm by cleaning around 20-25 sites towards the creation of clean and garbage free surroundings. At Kanjikode Railway Station, Palakkad the team cleared large bushes and tree branches to create better movement space.

All Complex undertook Plogging and collected plastic waste in and around the factory premises, Quarters, Shopping areas and disposed off the same. The consumption of a wide range of plastic

products has generated a huge amount of plastic waste. More than 500 persons including Safai Karmacharis participated for carrying out this drive by collecting the waste products. Also, for reuse and recycle the products segregation process started. In the end, this Plastic waste initiative would bring a challenge with multiple opportunities.

As part of the celebrations, Planting/ distribution of tree saplings were carried out across all the Complexes/ Divisions, Regional & District Offices.

Trees play a crucial role in environmental conservation, and their planting aligns with Mahatma Gandhi's vision of sustainable living.

The Company has been extending free medical facilities by conducting free Mobile Medical camps to the Ex-BGML Employees and their families after the closure of BGML Hospital. The Company is also extending Out-patient medical facilities by deputing Doctor and Para-medical staff to BGML areas such as Marikuppam, Champion Reef and Oorgaum. Medicines prescribed by the Doctors are being dispensed free of cost for general illness.

As a part of Pradhan Mantri TB mukt Bharath Abhiyan, A government initiative - In order

to achieve the goal of TB elimination by 2025 a health camp and TB screening camp was organized at occupational health center Mysore Complex BEML on 23^rd, 24^th and 25^th January 2024. The camp was conducted in coordination with District health authorities - DHO and team, NCD team, NTEP team, Doctors from Mysore medical college, JSS medical college and government hospital [PHC and taluk hospital] also participated in the camp. The workers were examined in batches at the allotted time.

Medical Centers for Executives/ NonExecutives and dependent family members at all the three Manufacturing Units viz., Bangalore, Mysore and KGF are operational. Medical facilities are also extended to the villagers in Company adopted Dasarahosahalli, Ajjapalli village near KGF. Medical facilities are also being extended to all the Contract Labour, in the Company Medical Centre.

The Company is also extending the Medical Insurance facilities for the benefit of retired Executives/ Non-Executives & their spouses for Medical treatment/ Hospitalization.

Camps were organized by Viswa Kalayan Trust for one day in a week and four days in a Month. The Medical camp and Social camp organized in rural, hilly, socially backward, tribal and poor villages at East Singhbhum, Jharkhand & Jhargram districts, West Bengal and Mayurbhanj of Odisha.

BEML had organized International Year of Millets (IYoM). Various activities were held at Manufacturing Complexes. The Complexes conducted Seminar on the innovative ideas for Millets promotion and adaption in daily life & Nutritionists explained the importance of Millets, how these millets are beneficial for human. How many types of millets are available in India- viz jowar, bajra, ragi, barri, kangni etc., Millets are one of the oldest food grown and eaten in India. Most of the millets are non-acid forming, non-glutinous, highly nutritious and easily digestible foods. Millets are rich source of minerals.

Keeping in view the sacrifice of the war heroes of the country, the Company has contributed towards the 'Vocational Training Grant of Widows'. The Company has expressed its solidarity for the welfare of the family of the War Heroes.

BEML runs one Junior College and two Primary & Nursery Schools at KGF and one at Bangalore. These Institutions, although meant primarily for the children of the employees but also caters to a large extent to the Local population. BEML also runs a Kendriya Vidyalaya at KGF, for the benefit of the employees' children and also for the local population. The Company also provided School building, Furniture, Attender for Mid-day Programme and Security Personnel for the Government English Model Higher Primary School. For the Academic Year 2023-24, the Company

is providing education to 3029 students, out which 1933 non-BEML Students have enrolled at BEML Schools for their education during the current academic year and have availed online education.

The Company has associated with Matru Chaya to promote Health, welfare, and all-round development of orphan and poor children and youth-enhancing employability through vocational and skill development training. In this endeavour, Grameen Kousal Vikas Kendra is established in Guntur District of Andhra Pradesh in association with Matru Chaya to empower and enhance employability through vocational and skill development training to underprivileged youth of the surrounding villages.

The company has generously supported school through IAHV with essential materials such as chairs, tables, bookshelves, six computers, one printer, an RO water filter and book racks for the library.

The Company has extended all help and support to the Labour Welfare Funds functioning in the production units for the benefits of Employees, their dependents and local population. The LWF conducted training programmes in Tailoring,

Driving, Computer, Typing/ Shorthand course, diploma course in Laboratory Technology, Paramedical, Job Oriented courses, Music/ Dance classes, spoken English Course, summer camps for art/ painting and sports and various entertainment activities.

Welfare Activities like Medical Facilities, Housing facilities, Canteen facilities at Complexes, Educational facilities at KGF and Bengaluru for Employee's children, Facility for Sports events etc. has been extended for welfare of Employees. Moreover, various Schemes are in operation for benefit of Executives and Employees including Insurance benefits viz., BEML Executive Superannuation (Pension) Scheme, BEML Post Superannuation Medical Benefit Scheme, Group Insurance Scheme, BEML Life Risk Coverage Insurance Scheme, BEML Death Relief Fund (DRF) etc.

"The information required to be provided to citizens under Section 4(1)(b) of RTI Act, 2005 is available on our company website, i.e., www.bemlindia.in". It contains general information about the Company, functions, powers and duties of employees/ officers, decision making process, relevant rules, regulations, manuals & records held by BEML, directory of the Company's officers, pay scales of officers/ employees etc., and procedure for seeking information and inspection of Records. The Company has nominated a Central Public Information Officer, Appellate Authority, Transparency Officer and Six Central Assistant Public Information Officers representing for Complex/ Divisions to attend to the Applications & Appeals. Further, during the year 2023-24 the Company received 229 applications seeking information pertaining

to human resources, personal, recruitment, contracts, tenders, business related matters etc., and the same are being disposed.

Our Company is dedicated in digitising the business processes for increasing efficiency and productivity along with user experience.

Many DT initiatives with respect to Business Applications, Systemic Improvements, Cyber Security and Infrastructure were implemented during the year 2023-24.

Some of the initiatives are Antivirus with DLP implementation for Cyber Security, Refresh of end-point and network devices, Improvements in Video Conference, Improvements in SAP and Non-SAP Applications and Daily Cyber Security Tips.

MoD vide letter dated 10.09.2021 informed that the union cabinet has accorded approval for closure of VIL. Accordingly, Members of the Company at its Extraordinary General Meeting held on 11.10.2021 accorded approval for Voluntary Liquidation and appointed Shri Venkataraman Jayagopal as liquidator.

Inter-Ministerial Committee (IMC) meeting was held on 19^th Dec 2023 under the chairmanship of Principal Adviser, DPE (representative of Secretary, DPE) to deliberate/ discuss the status of closure and way forward with respect to CPSEs under D/o Defence Production (DoDP). Subsequently in Minutes of meeting issued

on 15^th Feb 2024, it was recorded with respect to VIL that DoDP will pursue MoD (Finance) for loan to BLAL to purchase VIL's Land. Basis above, a letter no. BLAL/ MoD/2024/CFO/1 dated 19.03.2024 has been sent to MoD for requirement of funds for purchase of immovable properties (land) based on current guidance value of VIL by BLAL for Rs.164.49 crore (Land Value for Rs. 162.86 crore + registration charges for Rs.1.63 crore).

Your Company entered into a Consortium Agreement with M/s Coal India Limited (CIL) and M/s Damodar Valley Corporation (DVC) on 08.06.2010 for acquiring specified assets of M/s Mining and Allied Machinery Corporation Limited (under liquidation). The agreement, inter-alia, provided for formation of a Joint Venture company (JV) with a shareholding pattern of 48:26:26 among BEML, CIL and DVC respectively. The Company has paid the proportionate share of '48 crore towards the total bid consideration of '100 crore for the said acquisition, based on the order passed by the Hon'ble High Court of Calcutta. The said assets were taken possession by the MAMC Consortium. Further up to 202324, the Company has incurred a sum of '24.88 crore (Previous Year - '23.98 crore), towards maintenance, security and other related expenditure. The total sum of '72.88 crore (Previous Year '71.98 crore) is disclosed as 'Advance to MAMC Consortium' due to delay in conversion of MIL into a JV.

A company in the name of 'MAMC Industries

Limited' (MIL) was formed and incorporated by

your Company as a wholly owned subsidiary

for the intended purpose of JV formation.

Shareholders' agreement, as duly approved by the Boards of all three members of the consortium, has been submitted to MoD for necessary approval. Further, MoD has directed to submit 'Business Plan' and 'Financial Viability Report' of the proposed JV. Preparation of the said report has not materialized due to exorbitant fee quoted by the consultant firms.

Further, it was proposed to register all properties in the name MAMC Industries Limited' and accordingly, M/s Fox & Mondal Advocates & Solicitors have prepared the final draft sale deed of the Mining and Allied Machinery Corporation Limited properties at different locations for registration purpose.

Valuation of Asset for MAMC consortium has started by the firm R K Patel & Company, 314, Phoenix

Complex, Near Suraj Plaza, Sayajigunge, Vadodara-390020. Work is under progress and expected the report by end of April 2024. Action initiated to get Sale certificate from Kolkata High court Valuation of Asset for MAMC consortium has started by the firm R K Patel & Company, 314, Phoenix

Complex, Near Suraj Plaza, Sayajigunge, Vadodara-390020. Work is under progress and expected the report by end of April 2024. Action initiated to get Sale certificate from Kolkata High court

Valuation of Asset for MAMC consortium has started by the firm R K Patel & Company, 314, Phoenix Complex, Near Suraj Plaza, Sayajigunge, Vadodara-390020. Work is under progress and expected the report by end of April2024. Action initiated to get Sale certificate from Kolkata High court

Valuation of Asset for MAMC consortium has started by the firm M/s R K Patel & Company,

Vadodara. Work is under progress and the valuation report is expected by May' 2024. Further, action has been initiated to get Sale certificate from Kolkata High court.

BMWL was formed and registered with the Registrar of Companies at Hyderabad on 18.04.2007. BEML holds 45% share and M/s Midwest Granite Pvt. Ltd. (MGPL) and P T Sumber Mitra Jaya of Indonesia as partners hold the balance 55% share. The Company was established to capitalize on the growing business opportunities in the contract mining segment. However, due to certain unauthorized transactions and the oppression and mismanagement by the nominees of MGPL, your Company had filed an application before Hon'ble Company Law Board (CLB) seeking for suitable relief. As a counter measure, MGPL had also filed a petition on the matter. CLB vide its common order dated 01.06.2012 directed the Central Government to appoint an inspector to investigate the affairs of BMWL and take appropriate action. Based on the legal advice, your Company preferred two appeals before Hon'ble High Court of Andhra Pradesh at Hyderabad against the said common order of CLB. The Hon'ble High Court passed the order on 19.08.2013, thereby setting aside the said common order and directing CLB to proceed with a fresh enquiry, and decide the issue in accordance with law and merits, also taking into consideration the report of investigation as directed by CLB and pass appropriate orders without getting influenced by the impugned common order of CLB. In the meanwhile, the Government has constituted National

Company Law Tribunal (NCLT) by dissolving CLB and notified that the jurisdiction is shifted to Hyderabad from Chennai. The case files were transferred to NCLT. Regional Director-MCA has submitted the investigation report dated 29.03.2022 to NCLT. Hon'ble NCLT after hearing the submissions of the respective Counsels vide orders dated 25.07.2023, disposed off the petition as follows:

Vide NCLT orders dated 26.09.2022, Corporate Insolvency Resolution Process (CIRP) was initiated and Smt. Padma Priyanka Vangala was appointed as the Resolution Professional. Based upon the report of the Resolution Professional, that resolution was not possible, and to initiate liquidation of BEML Midwest Ltd, the Hon'ble NCLT vide orders dated 20.10.2023, ordered liquidation of BEML Midwest Ltd and appointed Smt. Padma Priyanka Vangala as the Liquidator. The liquidation of BMWL is under process.

Your Company has prepared the Consolidated Financial Statement of its subsidiaries in terms

of Section 129(3) of the Companies Act, 2013, excepting consolidation with respect to JV Company, M/s BEML Midwest Limited due to complete cessation of activities as the matter is sub-judice, which is attached to this report.

M/s G Natesan & Co., Chartered Accountants, were appointed as the Statutory Auditors for the financial year 2023-24 by the Comptroller & Auditor General of India.

Observations made in the Independent Auditors' Report on the financial statement including consolidated financial statement and the reply of the Board of Directors thereto are placed by way of an addendum at page No. 313 to the annual report.

In terms of Section 148 of Companies Act, 2013, read with the Companies (Cost Records and Audit) Rules, 2014, M/s R M Bansal and Co, Cost Accountants, were appointed as Cost Auditors for the year 2023-24 to conduct the audit of the cost records of the Company. The Company maintains Cost records as specified by the Central Government under section 148(1) of the Companies Act, 2013, in respect of the Railway and Rolling Stocks (Bengaluru Complex), other Machinery (Truck, Engine, EM, H&P Divisions) and Power (EM Division).

Further, as required under the said Rules, the remuneration payable to the Cost Auditor for FY 2023-24 was ratified by the members in the 59^th Annual General Meeting held on 27.09.2023.

In terms of Section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, your Company had appointed

M/s Manish Mishra & Associates, Practicing Company Secretaries (PCS), to undertake the Secretarial Audit of the Company for the year 2023-24. The Secretarial Audit Report issued by the PCS and the replies to the observations made in the said Report are annexed to the Board's Report as Annexure-VII.

In addition, an Annual Secretarial Compliance Report issued by the PCS has been filed with the Stock Exchanges within the due date from the end of financial year 2023-24.

The Comments of the Comptroller & Auditor General of India under section 143(6)(b) of the Companies Act, 2013 on the financial statement including consolidated financial statement and reply thereto, if any, are appended at page No 225 to 228 & 314 to 317 to the annual report.

No frauds are reported by the auditors which fall under the purview of sub-section 12 of section 143 of Companies Act, 2013.

Your Directors confirm that no disclosure or reporting is required in respect of the following items as there was no transaction on these items during the year under review:

• No Significant and Material order was passed by any regulators or courts or tribunals that may impact the going concern status and company's operations in future.

• Official Liquidator in the IBC case No. CP(IB) No. 237/9/HDB/2020 filed before NCLT, Hyderabad seeking Corporate Insolvency of M/s BEML Midwest Limited has filed Application bearing No. CP/IB/151/2023

stating that as per the Books of Account of BEML, there was an outstanding amount of Rs. 230 Lakhs and out of which, an amount of 94.49 Lakhs has been paid to the BEML Midwest and thus, an amount of Rs. 135.51 Lakhs is due and payable to the BEML Midwest by BEML. In the said application Official Liquidator has requested for admission of the application and also appointment of Resolution Professional. Hence this falls under 'application made or any proceeding pending under Insolvency and Bankruptcy Code, 2016'.

• In the matter BEML has filed detailed Objection Statement contending that there is no due from BEML to BEML Midwest and the Petition is not maintainable. The Petition is partly heard and posted for final hearing on 05.06.2024.

• Details of difference between the amount of valuation at the time of one-time settlement and valuation done while taking loan from banks or financial institutions are not applicable to the company.

An extract of the Annual Return in the prescribed form in terms of Section 92(3) of the Companies Act, 2013 read with Rule 12 of the Companies (Management and Administration) Rules, 2014, is placed at https://www.bemlindia.in/ Annual_Report_ Investors.aspx.

Your Directors express their hearty thanks to the Company's valued customers, Government of India, Administrative Ministry, the Ministry of Defence and in particular, the Department of Defence Production, M/s Coal India Limited and its Subsidiaries, M/s Singareni Collieries Company Limited, M/s Steel Authority of India

Limited, Railway Board, M/s Delhi Metro Rail Corporation Limited, M/s Bengaluru Metro Rail Corporation Limited, M/s Jaipur Metro Rail Corporation, M/s Kolkata Metro Rail Corporation, M/s Maha Metro Rail Corporation Limited, Integral Coach Factory-Chennai, M/s Bharat Electronics Limited, M/s Bharat Dynamics Limited, Ordnance Factory Board, Defence Research & Development Organization (DRDO), M/s Brahmos Aerospace Pvt. Ltd., Indian Space Research Organization, M/s Hindustan Aeronautics Limited, Aeronautical Development Agency for their patronage and confidence reposed in the Company. The Directors also acknowledge and thank all collaborators, vendors and other service providers for their valuable assistance and cooperation extended to the Company.

The Directors express their appreciation to the members of Company's Consortium of Banks and other Bankers and Financial Institutions for their continued support to the Company's operations. The Directors also thank all the shareholders/ investors for reposing continued confidence in the Company.

The Directors wish to thank the Comptroller & Auditor General of India, the Principal Director of Commercial Audit & Ex-officio Member, Audit Board and Statutory Auditors for their valued co-operation.

The Directors also acknowledge the valuable support and assistance received from various Ministries of Government, in particular Ministry of Defence, Ministry of Coal, Ministry of Mines, Ministry of Steel, Ministry of Railways, Ministry of Housing and Urban Affairs, Ministry of External Affairs and Ministry of Home Affairs. The Directors are also grateful to the Government of Karnataka and Kerala for the support and co-operation extended to the Company.

Your Directors take this opportunity to place on record their appreciation for the invaluable contribution made and excellent co-operation extended by the employees and executives at all levels for the continued progress and prosperity of the Company.