REPORT OF THE DIRECTORS TO THE MEMBERS
The Directors are pleased to present their 76th Annual
Report on the business and operations of the Company together with the Audited Accounts
for the financial year ended March 31, 2023.
Your Company continued its progress of previous years and achieved its
highest ever sales turnover.
GENERAL OUTLOOK OF INDUSTRY AND ECONOMY:
As per the Press Note of February, 2023 from the National Statistical
Office Ministry of Statistics & Programme Implementation, gross fixed capital
formation (GFCF) expanded by 11.2% in 202223 compared to 14.6% in 202122, and its share in
GDP rose marginally to 34.0% as against 32.7% in 202122.
As per the RBI Monetary Policy Document April 2023, domestic economic
activity exhibited resilience in the second half of 202223 despite stronger global
headwinds Investment activity was robust though private consumption growth was moderate.
On the supply side, the services sector was the main driver, with elevated input cost
pressures dragging down the manufacturing sector. Going ahead, economic activity would be
supported by improving rural demand, the Government's thrust on infrastructure
spending, revival in corporate investment, healthy bank credit, and moderate commodity
prices. The prolonged geopolitical tensions, tighter global financial conditions, global
financial market volatility, and slowing external demand remain the key risks to the
immediate outlook.
FINANCIAL PERFORMANCE:
( in Lakhs)
|
Year ended March 31, 2023 |
Year ended March 31, 2022 |
Sales and Services |
141849.62 |
126573.97 |
Other Income |
2906.39 |
2401.51 |
|
144756.01 |
128975.48 |
Profit/(Loss) before Interest & Financial |
14636.05 |
10763.33 |
Charges, Depreciation,
Exceptional items and Tax |
|
|
Less : Interest and Financial Charges |
2206.80 |
2102.21 |
Less : Depreciation |
1293.35 |
1205.33 |
Profit before Tax |
11135.90 |
7455.79 |
Less: Provision for Taxation |
2813.59 |
1897.90 |
Profit/(Loss) after Taxation |
8322.31 |
5557.89 |
Add : Profit/(Loss) Brought Forward |
26229.42 |
21012.84 |
(Less)/Add: Other
Comprehensive Income arising from remeasurement of Defined |
(193.49) |
(58.74) |
Benefit Plan (net of tax) |
|
|
Net Surplus available for Appropriation |
34358.24 |
26511.99 |
Less: Dividend on Equity shares |
(1695.47) |
(282.57) |
Profit Carried Forward |
32662.77 |
26229.42 |
Previous year's figures have been regrouped for comparison
purposes with current year's presentation wherever necessary.
DIVIDEND:
Your Directors are pleased to recommend a Dividend of
40/ (Rupees Forty only) per fully paidup equity share of Face Value
of 10/ (Rupees Ten Only) each, i.e., @ 400%, for the Financial Year 20222023, subject to
approval of the Members at the ensuing 76th Annual General Meeting (AGM).
The total cash out flow on account of payment of Dividend for the year
(if approved) will involve a sum of
22,60,62,400/ (Rupees Twenty Two Crore Sixty Lakh Sixty Two Thousand
Four Hundred only).
The Dividend on equity shares, as recommended by the Board of
Directors, if declared at the 76th AGM, will be paid to the Shareholders whose
names appear in the Register of Members of the Company as on cutoff date i.e., Thursday,
September 07, 2023, upon close of business hours and in respect of shares held in
dematerialized form, it will be paid to Shareholders whose names are furnished by National
Securities Depository Limited (NSDL) and Central Depository Services (India) Limited
(CDSL), as the beneficial owners as on that date.
In view of the changes made under the Income Tax Act, 1961, by the
Finance Act, 2020, dividends paid or distributed by the Company shall be taxable in the
hands of the shareholders and accordingly payment will be made after deduction of tax at
source, if applicable.
SHARE CAPITAL:
The paidup share capital of the Company as on March 31, 2023 was
5,65,15,600/. There is no change in the capital structure since the previous year.
DIVIDEND DISTRIBUTION POLICY:
The Company forms part of the List of Top 1000 listed entities, based
on Market Capitalisation, as on March 31, 2023. In view thereof, pursuant to the
provisions of Regulation 43A of the SEBI (Listing obligations and Disclosure Requirements)
Regulations, 2015 (including amendments) ("the Listing Regulations"), the
Dividend Distribution Policy is available on the Company's Website, the weblink of
which is https://www.bharatbijlee.com/ media/20440/bbl_divdistpolicy_04082021.pdf.
OPERATIONS:
Income from Sales and Services for the Company at _141849.62 lakhs
(compared to 126573.97 lakhs in the previous year) was higher by 12%. The profit before
tax was higher, from 7455.79 lakhs in the previous year, at _11135.90 lakhs.
FINANCE:
The finance cost for the year increased by 5% to 2206.80 lakhs
compared to 2102.21 lakhs in the previous year due to increased working capital required
to support the 12% growth in sales and rising interest rates due to tight monetary policy
being pursued by the Central Banks globally. The free reserves of the Company as on
March_31, 2023 increased by 6433.35 lakhs to 57134.14 lakhs. The credit rating for the
bank facilities enjoyed by the Company continues to be at ICRA A+ (Stable) (Long Term) and
ICRA _A1+ (Short Term).
During the year under review, Unclaimed Fixed Deposit and Unclaimed
Fixed Deposit Interest amount to 3,16,749/ (Rupees three lakhs sixteen thousand seven
hundred and forty nine only) was transferred to the Investor Education and Protection
Fund.
HUMAN RESOURCES AND EMPLOYEE RELATIONS:
There is an ongoing emphasis on building a progressive Human Resources
culture within the Organisation. Structured initiatives to nurture talent and create a
working environment that fosters motivation, teamwork and result orientation continue to
be addressed. Productivity level continued to be subject to continuous monitoring.
Industrial Relations continued to be harmonious.
Employee strength as on March 31, 2023 was 1,656 as compared to 1,415
in the previous year.
SUBSIDIARY/JOINT VENTURE/ASSOCIATE COMPANIES:
The Company has no Subsidiary / Joint Venture / Associate Companies
during the financial year ending March 31, 2023. Accordingly, a Statement under the
provisions of Section_129(3) of the Companies Act, (the Act') containing
salient features of the financial statements of the Company's subsidiary(ies) in Form
AOC1 is not enclosed.
DEPOSITS:
The Company has not accepted / renewed any fixed deposits from the
public or the Members, within the meaning of Section 73 read with Chapter V of the Act,
and the Companies (Acceptance of Deposits) Rules, 2014, during the financial year
20222023, and as such, no amount of principal or interest on deposits from public or the
Members, was outstanding as of the Balance Sheet date.
DISCLOSURE OF INTERNAL FINANCIAL CONTROLS:
The Internal Financial Controls framework as designed and implemented
by the Company is adequate and commensurate with the size, scale and complexity of its
operations. The framework has been designed to provide reasonable assurance with respect
to recording and providing reliable financial and operational information, complying with
applicable laws, safeguarding of assets, transactional controls and ensuring compliance
with the Company's policies & procedures. The internal controls are tested for
adequacy, efficiency and effectiveness through audits by the inhouse internal audit
department and the observations, corrective and preventive actions are reviewed by the
management and Audit Committee of the Board of Directors. During the financial year under
review, no material weakness in the design or effectiveness was observed. The framework on
Internal Financial Controls over Financial Reporting has been reviewed by the internal and
the external auditors and concluded to be adequate & effective as at March 31, 2023.
PARTICULARS OF CONTRACT OR ARRANGEMENT WITH RELATED PARTIES:
All contracts / arrangements / transactions entered by the Company
during the Financial Year 20222023, with Related Parties, as defined under Section 188 of
the Act and the Rules made there under and as per the applicable provisions of the Listing
Regulations, were in the ordinary course of business and on arm's length basis.
Further the Company has not entered into material related party transactions as defined
under Section 2(76) of the Act and Regulation 2(1)(zb) of the Listing Regulations, during
the Financial Year under review. Accordingly, disclosure of Related Party Transactions as
required under Section_134(3)(h) of the Act read with the Companies (Accounts) Rules,
2014, in Form AOC2, is not annexed to this Report. As per the Related Party Transactions
Policy, all related party transactions are placed before the Audit Committee and also
before the Board for approval. Prior omnibus approval of the Audit Committee is obtained
on yearly basis for transactions which could be foreseen and are of repetitive nature for
a period of one year. During the year under review, the Related Party Transactions entered
into, pursuant to the omnibus approval so granted for review, are placed before the Audit
Committee on a quarterly basis.
Your Company has adopted a Policy on Related Party Transactions which
was approved by the Board at its Meeting held on July 28, 2022, to incorporate the new
requirements introduced under the Listing Regulations. The Audit Committee reviews this
Policy from time to time, to ensure that the same is in line with the provisions of
applicable law. In conformity with the requirements of the Act and the Listing
Regulations, the weblink of the Policy is https://
www.bharatbijlee.com/media/21035/bblfirelatedpartytransactionspolicy.pdf. The details of
transactions with related parties are provided under Note No. 34 of the Financial
Statements.
PARTICULARS OF LOANS, GUARANTEE, INVESTMENTS AND SECURITIES:
Particulars of loans given, guarantees provided or investments made by
the Company, wherever applicable, during the financial year under review, covered under
the provisions of Section 186 of the Act, have been given as a part of the Financial
Statements, which forms part of this Annual Report. (Please refer Note No. 5 and 9 to the
Financial Statements).
BOARD OF DIRECTORS: Retire by Rotation:
In accordance with the provisions of Section 152 of the Act and the
Articles of Association of the Company, Mr. Shome N. Danani (DIN 00217787), Wholetime
Director of the Company, being longest in the office, shall retire by rotation at the
ensuing 76th Annual General Meeting (AGM') and being eligible,
offers himself for the reappointment.
Appointment / Cessation of Directors / KMP during the Financial Year
20222023:
After the end of the Financial Year under review, Mr. Ravi Chaudhary
(DIN 06728841) tendered his resignation, as a NonExecutive NonIndependent Director of the
Company, effected from the close of business hours on July 07, 2023. The Board Members
place on record their sincere appreciation for Mr. Chaudhary's contribution and
guidance provided during his tenure as a Director Except as explained hereinabove, there
were no changes in Directorship of the Company as well as in Key Managerial Personnel
category during the period under review. As on March 31, 2023, your Company had Nine (9)
Directors consisting of Five (5) Independent Directors, including one (1) Woman
Director, Three (3) Executive Directors and One (1) NonExecutive Director.
Necessary Resolution relating to Director who is seeking reappointment,
as required under Regulation 36 of the Listing Regulations / SS2, is disclosed as part of
the Notice dated July 18, 2023, of the ensuing 76th Annual General Meeting.
Declarations by Independent Directors:
The Company has received the necessary declarations from_ each of the
Independent Directors of the Company under Section 149 of the Act and Regulation 25 of the
Listing Regulations, that they fulfil the requirements as stipulated under Section 149(6)
of the Act and Regulation_16(1)(b) of the Listing Regulations along with Rules framed
thereunder. There had been no change in the circumstances affecting their status as
Independent Directors of the Company to qualify themselves to be appointed as Independent
Directors under the provisions of the Act and the relevant regulations. The Independent
Directors have given the declaration under Rule 6(3) of the Companies (Appointment and
Qualification of Directors) Rules, 2014 confirming compliance with Rule 6(1) and
(2) of the said Rules that their names are registered in the databank as maintained by the
Indian Institute of Corporate Affairs ("IICA").
Also, all the Independent Directors of the Company have served for more
than three (3) years on board of listed entities and hence they are exempt from the
requirement to undertake and pass the online pro_ciency selfassessment test as per the
proviso to Rule 6(4) of Companies (Appointment and Qualification of Directors) Rules,
2014. Further, in the opinion of the Board, the Independent Directors also possess the
attributes of integrity, expertise and experience as required to be disclosed under Rule
8(5)(iiia) of the Companies (Accounts) Rules, 2014. Pursuant to the provisions of
Regulation 34(3) read with Schedule V of the Listing Regulations, the Company has obtained
a Certificate from a Company Secretary in Practice dated May 20, 2023, certifying that
none of the Directors of the Company have been debarred or disqualified from being
appointed or continuing as Directors of companies by the Securities and Exchange Board of
India (SEBI) or by the Ministry of Corporate Affairs (MCA) or by any such statutory
authority.
Further, during the period under review, no NonExecutive Director of
the Company had any pecuniary relationship or transactions with the Company.
KEY MANAGERIAL PERSONNEL:
As on the date of this Boards' Report, the following personnel
have been designated as the Key Managerial Personnel of the Company, in terms of
provisions of Section_ 203 of the Act, read with the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014:
Name |
Designation |
Mr. Nikhil J. Danani |
Vice Chairman and Managing Director |
(DIN: 00056514) |
|
Mr. Nakul P. Mehta |
Vice Chairman and Managing Director |
(DIN: 00056561) |
|
Mr. Shome N. Danani |
Wholetime Director |
(DIN: 00217787) |
|
Mr. Durgesh N. Nagarkar |
Company Secretary |
Mr. Yogendra S. Agarwal |
Chief Financial Officer |
MEETINGS OF THE BOARD:
The Meetings of the Board and its Committees are held at regular
intervals to discuss, deliberate and decide on various business policies, strategies,
governance, financial matters and other businesses. Additional Meetings of the Board are
held, when deemed necessary by the Board. The intervening gap between any two consecutive
meetings did not exceed the gap prescribed by the Act and the Listing Regulations.
Agenda of the Meetings and the supporting documents and information are
circulated to the Directors through a secure IT platform, to ensure integrity and
confidentiality of data. As required by Secretarial Standards issued by Institute of
Company Secretaries of India (ICSI), certain Unpublished Price Sensitive Information
(UPSI) such as Unaudited/ Audited Financial Results with Presentation thereon is being
circulated to the Board Members at a shorter Notice as per the general consent given by
the Board of Directors at the first Board Meeting held at each financial year. During the
Financial Year under review, the information as required under Regulation 17(7) of the
Listing Regulations was made available on a quarterly basis to the Board. Further, all the
Board and Committee Meetings, during the Financial Year 20222023, were held by Video
Conferencing, details of which are appended herein under:
Sr. No. |
Date on which Board
Meetings were held |
Total strength of the
Board |
No. of Directors Present |
1 |
May 19, 2022 |
9 |
9 |
2 |
July 28, 2022 |
9 |
7 |
3 |
November 14, 2022 |
9 |
8 |
4 |
January 23, 2023 |
9 |
8 |
Detailed information on the Board Meetings with regard to dates and
attendance of each of the Directors thereat have been included in the Corporate Governance
Report, which forms part of this Board's Report. Further, pursuant to the
requirements of Schedule IV to the Act and Regulation 25(3) and 25(4) of the Listing
Regulations, a separate Meeting of the Independent Directors of the Company was also held
on January 23, 2023, without the presence of NonIndependent Directors and members of the
management, to review the performance of NonIndependent Directors and the Board as
a whole, the performance of the Chairperson of the Company, taking into account the views
of Executive Directors, NonExecutive NonIndependent Director and also to assess the
quality, quantity and timeliness of flow of information between the Company management and
the Board.
AUDIT COMMITTEE:
The composition, powers, role and terms of reference of the Audit
Committee are constituted as per the provisions of Regulation 18 of the Listing
Regulations and the provisions of Section 177 of the Act. As of March 31, 2023, the Audit
Committee of the Board of Directors of the Company, which consists entirely of the
Independent Directors, comprised of 3 (three) Members namely :
Sr. No. |
Name of Member |
DIN |
Designation |
Category |
1 |
Mr. Sanjiv N. Shah |
00007211 |
Chairman |
Independent Director |
2 |
Mr. Prakash V. Mehta |
00001366 |
Member |
Independent Director |
3 |
Mr. Jairaj C. Thacker |
00108552 |
Member |
Independent Director |
All members of the Committee are financially literate. Mr.
Sanjiv Shah, Chairman of the Committee is a Chartered Accountant and has adequate
financial and accounting knowledge. The permanent invitees to the Committee Meetings are
Chief Financial Officer, Internal Auditor and the Statutory Auditors of the Company. It is
a practice of the Committee to extend an invitation to the Managing
Directors, Wholetime Director and Cost Auditor to attend the Committee Meeting as and when
required. Mr. Durgesh N. Nagarkar, Company Secretary, acts as Secretary of the Audit
Committee.
The Audit Committee oversees and reviews the functioning of a vigil
mechanism (implemented in the Company as a Whistle Blower Policy) and reviews the findings
of investigation into cases of material nature and the actions taken in respect thereof.
During the Financial Year under review, all the recommendations made by
the Audit Committee were accepted by the Board of Directors.
The terms of reference of Audit Committee and other details including
number of Meetings held, are provided in the Corporate Governance Report, which forms part
of this Board's Report.
NOMINATION AND REMUNERATION COMMITTEE:
The Company complies with the provisions related to Nomination and
Remuneration Committee in terms of Section 178(1) of the Act and Regulation 19 read
with Part D(A) of Schedule II of the Listing Regulations. The terms of reference of the
Committee and other details including number of Meetings held, are set out in the
Corporate Governance Report, which forms a part of this Boards' Report.
As of March 31, 2023, the Nomination and Remuneration Committee of the
Board of Directors of the Company, which consists entirely of the Independent Directors,
comprised of 3 (three) Members namely:
Sr. No. |
Name of Member |
DIN |
Designation |
Category |
1 |
Mr. Sanjiv N. Shah |
00007211 |
Chairman |
Independent Director |
2 |
Mr. Prakash V. Mehta |
00001366 |
Member |
Independent Director |
3 |
Mr. Jairaj C. Thacker |
00108552 |
Member |
Independent Director |
The Nomination and Remuneration Committee is entrusted with the
responsibility of screening and selection process of new Directors and KMPs. The Committee
develop strategies on people agenda, Talent Management Initiatives and criteria for
appointment of Independent Directors, NonExecutive Directors and Executive
Directors in compliance with the Act and the Listing Regulations. The Company has no
pecuniary relationship or transaction with its NonExecutive and Independent Directors
other than payment of sitting fees to them for attending the Board and Committee meetings.
The Company follows a Nomination and Remuneration policy in accordance
with the provisions of the Act and the Listing Regulations to ensure reasonableness and
sufficiency of remuneration to attract, retain and motivate competent resources, a clear
relationship of remuneration to performance and a balance between rewarding short and
longterm performance of the Company. The said "Nominations and Remuneration
Policy" is available on the Company's website at,
https://www.bharatbijlee.com/media/1208/bbl_ nominationandremuneration
policy_27052021.pdf.
STAKEHOLDERS RELATIONSHIP COMMITTEE:
The Company has constituted a Stakeholders' Relationship Committee
with an objective to monitor and resolve the grievances of the security holders of the
Company. As on March 31, 2023, the Committee comprised of 4 (four) Members namely:
Sr. No. |
Name of Member |
DIN |
Designation |
Category |
1 |
Mr. Prakash V. Mehta |
00001366 |
Chairman |
Independent Director |
2 |
Mr. Sanjiv N Shah |
00007211 |
Member |
Independent Director |
3 |
Mr. Nikhil J. Danani |
00056514 |
Member |
Executive Director |
4 |
Mr. Nakul P. Mehta |
00056561 |
Member |
Executive Director |
The Committee ensures cordial investor relations and oversees the
mechanism for redressal of investors' grievances. The Committee specifically looks
into redressing shareholders'/ investors' complaints/ grievances pertaining to
share transfers/transmissions, nonreceipts of annual reports, issuance of duplicate
shares, exchange of new share certificates, recording dematerialization/ rematerialization
of shares and related matters.
The Committee also reviews the various measures taken for reducing the
quantum of unclaimed dividends and ensures timely receipt of dividend warrants/annual
reports/statutory notices by the shareholders of the Company. The Committee reviews the
measures taken for effective exercise of voting rights by shareholders and adherence to
the service standards adopted in respect of various services being rendered by the
Registrar & Share Transfer Agent There are no complaints pending to be resolved at the
end of the year under review. The Company has a dedicated email address:
investorcare@bharatbijlee.com for shareholders to communicate their grievances. Dividend
reconciliation requests were duly acted upon by the Company.
The detailed terms of reference of the Committee and other details
including number of Meetings held, has been provided in the Corporate Governance Report.
Shareholders Complaints are redressed through SEBI Complaints Redress
System (SCORES).
CORPORATE SOCIAL RESPONSIBILITY COMMITTEE:
At Bharat Bijlee, we uphold the values of being responsible corporate
citizens, recognising our duty to the environment and the community in which we operate.
Your Company would like to promote and sustain a culture, where CSR is profoundly
integrated with Bharat Bijlee's business philosophy. We believe that by conducting
our business with utmost respect for the environment and the community, we can contribute
to a sustainable and inclusive future for all. The Company has constituted a Corporate
Social Responsibility (CSR) Committee in line with Section 135 of the Act read with the
Companies (Corporate Social Responsibility Policy) Rules, 2014, to review and monitor the
CSR policy and the CSR activities undertaken by the Company. The Committee recommends the
CSR projects to be undertaken by the Company and also monitors its implementation status.
As on March 31, 2023, the Committee comprised of 4 (four) Members
namely:
Sr. No. |
Name of Member |
DIN |
Designation |
Category |
1 |
Mr. Nakul P. Mehta |
00056561 |
Chairman |
Executive Director |
2 |
Mr. Shome N. Danani |
00217787 |
Member |
Executive Director |
3 |
Mr. Jairaj C. Thacker |
00108552 |
Member |
Independent Director |
4 |
Mrs. Mahnaz A. Curmally |
06907271 |
Member |
Independent Director |
For the Financial Year 20222023, Company's CSR endeavours centered
around initiatives identified under Livelihood' followed by Climate
Change' as the Sectors, which are appended herein below:
1. Antarang Foundation
Antarang Foundation envisions a world where every young person is
passionately, productively and positively engaged in a career of their choice. Through two
career focused programs, CareerAware and CareeReady, the Foundation works to bridge the
Employability gap that exists amongst disadvantaged youth.
Bharat Bijlee & Antarang Foundation CareerAware: Enabling
Aspirational Career Pathways Programme 202223
Y oung people, facing the possibility of failingth / 12th
standard exams, are at risk of dropping out of school. Once they do so, the only avenues
open to them are menial jobs in the unorganised sector. Antarang Foundation, through the
aforementioned CareerAware Programme, emphasised the importance of completing 10th
and 12th standard, and worked with students to help them understand the careers
best suited to their individual talents and preferences. This programme made students
examine themselves carefully and chart a course for the future. Based on these learnings,
students are able to make informed, self aware career choices. Activities Committed during
the FY 20222023: impacted 3251 Grade 9 students through 60 schools of Municipal
Corporation of Greater Mumbai;
14 sessions of 45 mins each conducted for each student;
Average attendance for CareerAware sessions was at 87%;
Sessions for selfawareness, career awareness, and career mapping
followed by one on one counselling;
Parent engagement session to encourage parents to support
students' aspirations.
2. Utthan :
Utthan, which means upliftment' in Hindi initiated a
people's movement comprising a large number of women and youth, to address their
rights to regular, safe drinking water, protecting and accessing common land for their
livelihood security, challenging patriarchy, feudal exploitation and caste discrimination
at local levels.
Bharat Bijlee & Utthan Social enterprise development to better
lives & livelihoods of marginalized women Programme 202223
Utthan committed to creating alternative income streams by training 300
women in the climatechange affected Dahod, Gujarat. As a pilot project, Utthan conducted a
progress analysis and established an evidencebased process to determine area needs, forge
highquality partnerships, train their teams, and financially empower 25 selected women
entrepreneurs through the setting up of goat enterprises'. The organization
exceeded its commitment by setting up enterprises for 50 women.
Activities Committed:
300 goat rearers had been selected and underwent basic training
organised by NABARD;
50 potential entrepreneurs for the goat rearing _enterprise out of the
total 300 women received financial support for the purchase of 5_goats each;
The final selection of 12 Pashu Sakhis and 50 potential entrepreneurs
was completed with the inputs from The Goat Trust, Lucknow, and they underwent a 5day
orientation and training program focusing on goat management practices
3. Anubhuti Charitable Trust
Anubhuti's is led by a woman from a nomadic tribe, working
primarily with Nomadic & Denotified Tribes (NTDNT), Adivasi, SC, migrant, and rural
and urban poor populations with lenses of gender and social justice. Anubhuti works
closely with youth and women living in resourcedeprived urban and rural communities in
Mumbai.
Bharat Bijlee & Anubhuti Charitable Trust Career Leadership with
Intersectional Marginalized Youth Programme 202223
Anubhuti has been able to execute on the activities through
participatory methods focused on NTDNT youth, in a planned and timely manner and have
reached 5000+ individuals through their training programs and activities.
Activities Committed:
10 mobilization and orientation meetings with community leaders;
3 communitybased trainings with youth, women, stakeholder groups;
1 career leadership conference was conducted'
7 collegebased trainings have been completed with the achievement of
involving Industrial Training Institute;
2 career leadership fairs have been conducted to reach 200+ individuals
directly.
4. Sar La Education Trust (Unit: Lalji Technical Institute)
Mr . Lalji Mehrotra was involved in the NonMovement led by Shri Mahatma
Gandhi during India's freedom struggle. Later, together with his wife, Mrs. Saroj, he
delved into many philanthropic activities,_ one among such was the SarLa Education Trust.
The Trust's focus lies in the area of vocational_ education, technical education and
skill development.
Bharat Bijlee & SarLa Education Trust's LMTI Project 202223:
Offering ITI courses af_liated to NCVT, DGT Government of India;
Offering State level Vocational courses af_liated to Maharashtra State
Board of Skill, Vocational Education & Training, Government of Maharashtra;
Transforming the lives, by equipping the youth with employable skill,
knowledge and attitudes and making them "Industry Ready".
Activities Committed:
ITI Electrician Course
7 monthly tests conducted;
Meeting with parents of students conducted in February, 2023;
Lecture by an industry expert and industrial visit conducted.
Diploma in Electrician
6 monthly tests conducted;
Meeting with parents of students conducted in February, 2023;
English communication and employability skill classes started from
January, 2023;
Lecture by an industry expert and industrial visit conducted.
The Annual Report on CSR activities that includes details about brief
outline on CSR Policy developed and implemented by your Company, Composition of CSR
Committee and CSR Initiatives taken during the Financial Year 20222023, in accordance with
Section 135 of the Act and other details required to be disclosed as per the format
prescribed under the Companies (Corporate Social Responsibility Policy) Rules, is set out
at Annexure I, forming part of this Board's Report.
RISK MANAGEMENT COMMITTEE:
The Company's Board of Directors has the overall responsibility
for the establishment and oversight of the Company's risk management framework. The
Board has established a Risk Management Committee in line with the provisions of
Regulation 21 read with Part D of Schedule II of the Listing Regulations,
As on March 31, 2023, the Risk Management Committee of the Board
comprised of five (5) Members, the details of which are mentioned herein under:
Sr. No. |
Name of Member |
DIN |
Designation |
Category |
1 |
Mr. Sanjiv N. Shah |
00007211 |
Chairman |
Independent Director |
2 |
Mr. Nikhil J. Danani |
00056514 |
Member |
Executive Director |
3 |
Mr. Nakul P. Mehta |
00056561 |
Member |
Executive Director |
4 |
Mr. Shome N. Danani |
00217787 |
Member |
Executive Director |
5 |
Mr. Yogendra S. Agarwal |
|
Member |
CFO |
The detailed terms of reference of the Committee and other details
including number of Meetings held, has been provided in the Corporate Governance Report.
The "Risk Management Policy" is hosted on Company's
Website at https://www.bharatbijlee.com/media/1206/bbl_ riskmanagementpolicy_04082021.pdf.
EVALUATION OF DIRECTORS, COMMITTEE AND BOARD:
Pursuant to the provisions of Section 178(2) the Act, Regulation 17(10)
of the Listing Regulations and the Guidance Note issued by SEBI, the Board of Directors of
the Company, at its Meeting held on January 23, 2023, through Video Conferencing,
evaluated the Annual Performance of Individual Directors, Board as a whole, Independent
Directors and all the Committees of the Board viz., Audit Committee, Nomination and
Remuneration Committee, Stakeholder Relationship Committee, Corporate Social
Responsibility Committee, Risk Management Committee and Banking Committee on the basis of
performance evaluation criteria approved by the Nomination and Remuneration Committee of
the Company.
The criteria used for Performance Evaluation of the Independent
Directors covers the areas relevant to their functioning as Independent Directors and is
based on the expectation that they are performing their duties in a manner which should
create and continue to build sustainable value for shareholders and in accordance with the
duties and obligations imposed upon them.
Further, In accordance with the provisions of Schedule IV of the Act
and Regulation 25(3) of the Listing Regulations, a separate Meeting of the Independent
Directors of the Company was held on January 23, 2023, through Video Conferencing, where
the Independent Directors of the Company assessed the annual performance of NonIndependent
Directors, Board and Chairman of the Company, on the basis of performance evaluation
criteria approved by the Nomination and Remuneration Committee of the Company.
Responses of the Directors were sought by way of a structured
questionnaire covering various aspects of the Board's and Committee's
functioning such as adequacy, effectiveness, diversity etc of the Board and on the
structure, composition of Committees, attendance, participation, fulfillment of the
functions etc. The observation / outcome of the evaluation was discussed and presented to
the Chairman of the Board at the Meeting held on January 23, 2023. There were no
observations and actions pending to be taken by the Company and the Board was satisfied
with all the processes being followed by the Management and is hopeful in continuing the
same good governance practices in the Company.
BOARD DIVERSITY POLICY:
The Company has in place a Board Diversity Policy, which is hosted on
the website of the Company, https://www. bharatbijlee.com/. The criteria for determining
qualification, positive attributes, and independence of Directors are as per the Board
Diversity Policy, Listing Regulations, and the Act.
VIGIL MECHANISM POLICY:
The Company has a "Whistle Blower Policy", in line with the
provisions of Section 178(9) of the Act read with Rule 7 of the Companies (Meetings of
Board and its Powers) Rules, 2014, and Regulation 22 of the Listing Regulations, for the
highest degree of transparency, integrity and accountability. As a part of the said
Policy, appropriate avenues are provided to the Directors and employees of the Company, to
report their genuine concern of any violations of legal or regulatory requirements,
incorrect or misrepresentation of any financial statements and reports, unethical
behavior, actual or suspected fraud, or violation of the Company's code of conduct
etc. Details of "Vigil Mechanism Policy" are available on the internal employee
portal as well as the website of the Company, i.e.,
https://www.bharatbijlee.com/media/15062/ bbl_whistleblowerpolicy.pdf. The Policy provides
that the Company investigates such reported matters in an impartial manner and takes
appropriate action to ensure that requisite standards of confidentiality, professional and
ethical conduct are always upheld.
The Policy also provides for direct access to the Chairperson of the
Audit Committee. During the financial year under review, no employee has been denied
access to the Chairman of the Audit Committee. Also, Whistle blower complaints, if any and
their redressal are discussed at the meeting of Audit Committee of the Board. During the
financial year under review, no such complaints were received.
PREVENTION OF SEXUAL HARRASSMENT AT WORKPLACE:
Your Company gives prime importance to the dignity and respect of its
employees irrespective of their gender or hierarchy and expects responsible conduct and
behaviour on the part of employees at all levels. To foster a positive workplace
environment, free from harassment of any nature, your Company has institutionalized the
Policy for Prevention and Redressal of Sexual Harassment' in line with the
requirements of Sexual Harassment of Women at Workplace (Prevention, Prohibition &
Redressal) Act, 2013 (hereinafter referred as "the said Act") and Rules made
there under, through which we address complaints of sexual harassment at the all
workplaces of the Company. The said policy has been uploaded on the internal portal of the
Company for information of all employees.
As per the provisions of Section 4 of the said Act, the Board of
Directors has constituted the Internal Complaints Committee (ICC') at the
Registered Office, Works and at all the Regional Offices of the Company to deal with the
complaints received by the Company pertaining to gender discrimination and sexual
harassment at workplace. The ICC has been constituted covering the offices at Mumbai /
Navi Mumbai, consisting of the following Members:
Sr. No. |
Name of Officer |
Designation |
Position in Committee |
1. |
Ms. Aarti Madhankar |
General Manager, Human
Resources |
Presiding Officer |
2. |
Mr. Durgesh N. Nagarkar |
Company Secretary &
Senior General Manager |
Member |
3. |
Mr. Nitin R. Rathod |
General Manager, Employee
Relations |
Member |
4. |
Ms. Kirti Kelkar |
Business Controler Motors |
Member |
5. |
Ms. Renu Rao |
General Manager Business
Solutions (Information Technology) |
Member |
Also, each branch of the Company, has its own ICC consisting of
officers from Serial no. 1, 3 and 4, as mentioned herein above, along with two more
members employed at the branches, one of them consisting of a woman employed in those
respective branches. Company had conducted a Training Session on "POSH
awareness" for 30 Female employees in month of October 2022.
Further, as per the provisions of Section 21 & 22 of the said Act,
the Report on the details of the number of cases filed under Sexual Harassment and their
disposal for the financial year under review, is as under:
Sr. No. |
No. of cases pending as
on the beginning of the financial year under review |
No. of complaints filed
during the financial year under review |
No. of cases pending as
on the end on the financial year under review |
1. |
Nil |
Nil |
Nil |
DIRECTORS RESPONSIBILITY STATEMENT:
In terms of Section 134
(3)
(c) read with Section 134
(5) of the Act, the Board of Directors hereby confirms that:
a. in the preparation of the Annual Financial Statements for the Year
ended March 31, 2023, the Indian Accounting Standards (Ind AS), the provisions of the
Companies Act, 2013, as applicable and guidelines issued by the Securities and Exchange
Board of India (SEBI) have been followed along with proper explanations relating to
material departures, if any;
b. such accounting policies have been selected and applied consistently
and the Directors have 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 as at March 31, 2023
and of the Profit of the Company for the year ended on that date;
c. pr oper and sufficient care has been taken for the maintenance of
adequate accounting records in accordance with the provisions of this Act for safeguarding
the assets of the Company and for preventing and detecting fraud and other irregularities;
d. the annual accounts of the Company have been prepared on a going
concern basis;
e. inter nal financial controls have been laid down to be followed by
the Company and that such internal financial controls are adequate and were operating
effectively;
f. pr oper systems have been devised to ensure compliance with the
provisions of all applicable laws and that such systems were adequate and operating
effectively.
TRANSFER OF UNCLAIMED EQUITY SHARES TO INVESTOR EDUCATION AND
PROTECTION FUND (IEPF) ACCOUNT:
Pursuant to the provisions of Section 124 of the Act and Investor
Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules,
2016 (IEPF Rules'), (including any statutory modification(s) / reenactment(s)
/ amendment(s) thereof, for the time being in force), the dividend which remains unclaimed
/ unpaid for a period of seven (7) years from the date of transfer to the unpaid dividend
account of the Company, is required to be transferred to the Investor Education and
Protection Fund Authority (IEPF') established by the Central Government. Also,
according to the IEPF Rules, the shares in respect of which dividend has not been paid /
claimed by the Shareholders for seven (7) consecutive years or more, shall also be
transferred to demat account created by the IEPF_Authority.
However, the Shareholders are entitled to claim their shares including
all the corporate benefits accruing on such shares, if any, from the IEPF Authority by
submitting an online application in Form IEPF5 and sending a physical copy of the Form
IEPF5 duly signed by all the joint shareholders, if any, as per the specimen signature
recorded with the Company along with requisite documents enumerated in the Form IEPF5, to
the Company's RTA. The Rules and Form IEPF5, as prescribed, for claiming back the
shares, are available on the website of the IEPF, i.e., on www.iepf.gov.in.
Please note, during the year under review, there was no amount or
share(s) which was required to be transferred to the Investors Education and Protection
Fund as per the provisions of Section 125(2) of the Act, as the Company did not declare a
dividend for the F.Y. ended on March 31, 2015. The details of Nodal Officer of the
Company, in line with the provisions of IEPF Regulations are available on the Company
website and can be accessed through the link_:
https://www.bharatbijlee.com/company/investorrelations/ investorcontact/
PARTICULARS OF EMPLOYEES AND REMUNERATION:
Information as required under the provisions of Section 197(12) of the
Act and Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel)
Rules, 2014 (including any statutory modification(s) / amendment(s)/ reenactment
thereof, for the time being in force), is set out in Annexure II hereto, which
forms part of this Board's_Report.
CORPORATE GOVERNANCE:
Your Company upholds the standards of governance and is compliant with
the Corporate Governance provisions as stipulated under SEBI Listing Regulations. A
separate Report on Corporate Governance is annexed as Annexure IV, and forms
integral part of this Board's Report along with the requisite Compliance Certificate
as required under Part E of Schedule V of the Listing Regulations, issued by Messrs N. L.
Bhatia and Associates, Practicing Company Secretaries, Mumbai, Secretarial Auditors of
the Company, pertaining to the compliance of conditions of Corporate Governance.
MANAGEMENT DISCUSSION AND ANALYSIS (MDA) REPORT:
Pursuant to Regulation 34(2)(f) read with Schedule V of the Listing
Regulations, a separate Report on Management Discussion and Analysis (MDA')
forms part of this Annual_Report.
BUSINESS RESPONSIBILITY AND SUSTAINAIBILITY REPORT:
In line with Regulation 34(2)(f) of the Listing Regulations, a Business
Responsibility and Sustainability Report (BRSR) forms an integral part of this
Boards' Report, as
Annexure_VI.
STATUTORY AUDITOR AND THEIR REPORT:
Messrs Deloitte Haskins & Sells LLP, Chartered Accountants (ICAI
Firm Registration Number : 117366W/W100018), Mumbai, on the recommendation of the Audit
Committee and as approved by the Board, were appointed as Statutory Auditors of the
Company, at the 75th Annual General Meeting (AGM) of the Company, held on
Wednesday, September 28, 2022, for a second (2nd) term of five (5) consecutive
years, commencing from the conclusion of the 75th AGM till the conclusion of
the 80th AGM of the Company, at such remuneration plus applicable tax and
reimbursement of outof pocket expenses incurred by them during the course of audit, as
Board of Directors / Audit Committee may fix in this behalf.
OBSERVATIONS OF STATUTORY AUDITORS ON THE FINANCIAL STATEMENTS FOR THE
YEAR ENDED MARCH 31, 2023:
The Auditor's report given by Messrs Deloitte Haskins & Sells,
LLP, Statutory Auditors, on the Financial Statements of the Company, for the year ended
March 31, 2023, forms part of the Annual Report. There has been no qualification,
reservation or adverse remark or any Disclaimer in their Report.
REPORTING OF FRAUDS:
There have been no frauds reported by the Auditors, under sub section
(12) of Section 143 of the Act (including amendments), during the financial year under
review, to the Audit Committee or the Board of Directors and hence, as such there is
nothing to report by the Board under Section 134 (3)(ca) of the Act.
COMPLIANCE WITH SECRETARIAL STANDARDS ON BOARD AND GENERAL MEETING:
Pursuant to Clause 9 of the Revised Secretarial Standard 1 (SS1),
your Company has complied with applicable Secretarial Standards issued by the Institute of
Company Secretaries of India, during the Financial Year under review.
SECRETARIAL AUDITORS AND THEIR REPORT:
Pursuant to the provisions of Section 204 of the Act and the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, your Company had
appointed Messrs N. L. Bhatia & Associates, Practicing Company Secretaries, Mumbai
(Firm Registration No.: P1996MH055800), as its Secretarial Auditor to undertake the
secretarial audit of the Company for the financial year 20222023. The Report on
Secretarial Audit for the financial year 20222023, in Form MR3, as Annexure V,
forms integral part of this Board's Report. There has been no qualification,
reservation or adverse remark or any Disclaimer in their Report. In terms of Section 204
of the Act, on the recommendation of the Audit Committee, the Board of Directors at its
Meeting held on May 26, 2023, appointed Messrs N. L. Bhatia & Associates, Practicing
Company Secretaries, Mumbai, (Firm Registration No.: P1996MH055800), as the Secretarial
Auditors of the Company for the Financial Year 20232024. The Company has received their
consent for the said appointment.
ANNUAL SECRETARIAL COMPLIANCE REPORT
Pursuant to the Regulation 24A of the Listing Regulations, read with
SEBI Circular No CIR/CFD/CMD1/27/2019, dated February 08, 2019, Messrs N. L. Bhatia &
Associates, Practicing Company Secretaries carried out the audit for the financial year
20222023, for all applicable compliances as per SEBI Regulations and Circulars /
Guidelines issued thereunder. There has been no qualification, reservation or adverse
remark or any Disclaimer in their Report.
The said Annual Secretarial Compliance Report for the Financial Year
20222023, was filed with Stock Exchange(s), i.e. on BSE Limited and on National Stock
Exchange of India Limited, within 60 days from the Financial Year ended March 31, 2023.
COST AUDITORS AND THEIR REPORT:
Pursuant to the provisions of Section 148 of the Act read with the
Companies (Cost Records and Audit) Rules, 2014 (including any amendment(s),
modification(s), variation or reenactment thereof for the time being in force), and as per
the recommendation of the Audit Committee, the Board of Directors at its Meeting dated May
26, 2023, have appointed Messrs P. M. Nanabhoy & Co., Cost Accountants (Firm
Registration No.: 000012), as the Cost Auditors of the Company, for the Financial Year
20232024, to audit the cost records of Electric Motors, Power Transformers, Drives and
Magnet Technology Machines, at a remuneration as mentioned in the Notice of the 76th
AGM. A Certificate from Messrs P. M. Nanabhoy & Co., has been received to the effect
that their appointment as Cost Auditors of the Company, if made, would be in accordance
with the limits specified under Section 141 of the Act and the Rules framed there under.
A resolution seeking Member's approval for the remuneration
payable to Cost Auditors forms part of the Notice convening 76th AGM of the
Company and the same is recommended for approval of Members.
The Cost Audit Report for the Financial Year ended March 31,
2022, issued by Messrs P. M. Nanabhoy & Co., Cost Auditors, in respect of the various
products prescribed under Cost Audit Rules does not contain any qualification(s),
reservation(s) or adverse remark(s) and the same was filed with the Ministry of Corporate
Affairs on August 24, 2022. The Cost Audit Report for the Financial Year ended
March 31, 2023 will be filed with the Ministry of Corporate Affairs within stipulated
time.
DISCLOSURE UNDER INSOLVENCY AND BANKRUPTCY CODE, 2016:
During the Financial Year under review, no Corporate Insolvency
Resolution Process (CIRP) was Initiated against your Company, under the "Insolvency
and Bankruptcy Code, 2016" (IBC) (as amended).
EXTRACT OF ANNUAL RETURN:
Pursuant to amendment of Rule 12 of Companies (Management and
Administration) Rules, 2014 by MCA, wherein, instead of attaching an extract of annual
return to the Directors' Report, the Company can host a copy of Annual Return on the
website of the Company and a web link of the same to be given in the Directors'
Report. Accordingly, a copy of Annual Return for the financial year ended March 31, 2023,
is available on the website of the Company at the below link:
https://www.bharatbijlee.com/ company/investorrelations/disclosures/annualreturn/
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO:
The particulars as required under the provisions of Section_ 134(3) (m)
of the Act read with Rule 8 of the Companies (Accounts) Rules, 2014 in respect of
conservation of energy, technology absorption, foreign exchange earnings and outgo etc.
are furnished in Annexure III which forms part of this Board's Report.
MATERIAL CHANGES AND COMMITMENTS IF ANY, AFFECTING FINANCIAL POSITION
OF THE COMPANY FROM THE END OF THE FINANCIAL YEAR AND TILL THE DATE OF THIS REPORT:
Except as disclosed elsewhere in this Board's Report, no material
changes and commitments which could affect the Company's financial position have
occurred since the close of the financial year, i.e., March 31, 2023, till the date of
this Board's Report. Further, it is hereby confirmed that there has been no change in
the nature of business of the Company.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR
TRIBUNAL:
For the year under review and till the date of this Board's
Report, there are no significant and / or material orders passed by the Regulator(s) or
Court(s) or Tribunal(s) impacting the going concern status of the Company and its business
operations in future.
GENERAL:
Your Directors state that no disclosure or reporting is required in
respect of the following items as there were no transactions/ events relating to these
items during the year under review:
1. Issue of equity shares with differential rights as to dividend,
voting or otherwise;
2. Issue of Shares (including sweat Equity shares) to employees of the
Company under any Scheme save and except ESOS referred to in this Report;
3. V oting rights which are not directly exercised by the employees in
respect of shares for the subscription/ purchase of which loan was given by the Company
(as there is no scheme pursuant to which such persons can beneficially hold shares as
envisaged under section 67(3) (c) of the Act).
APPRECIATION:
Your Directors wish to record their deep appreciation for the
cooperation received from the Employees, Customers, Government, Regulatory authorities,
Vendors, Banks and last but not least, the Shareholders for their unwavering support,
during the Financial Year under review.
For and on behalf of the Board of Directors
Prakash V. Mehta
DIN 00001366
Chairman
Place: Mumbai
Date: July 18, 2023