#DRStart#
<dhhead>DIRECTORSRs REPORT</dhhead>
REPORT OF THE DIRECTORS TO THE MEMBERS
The Directors are pleased to present their 77th Annual
Report on the business and operations of the Company together with the Audited Accounts
for the financial year ended March 31, 2024.
GENERAL OUTLOOK OF INDUSTRY AND ECONOMY:
The India Manufacturing Purchasing ManagersRs Index (PMI) remained
above 50 through 2023-24, indicating stronger growth in output and new orders for both the
manufacturing and service sectors.
According to a May 2024 Press Note from the National Statistical Office
- Ministry of Statistics & Programme Implementation, gross fixed capital formation
(GFCF) in 2023-24 expanded by 9% on the back of 11.2% in 2022-23, thus improving its share
of GDP to 33.5% from 33.3%; real GDP grew by 8.2% in 2023-24, the highest globally for a
major economy. However, the Reserve Bank of India still has the arduous task of tackling
persistent core inflation while maintaining the growth momentum. Although private
investment has revived, it is not broad-based yet, and the economy has been dependent
mainly on government-led capital expenditure.
The rising PMI and other lead indicators suggest a resurgence of
private investment and a revival of rural demand. The RBI expects that the economy will
overcome the lower federal expenditure caused by the general elections, and will log a
robust rate of growth, along with a narrower current account gap, on
stronger-than-expected business momentum.
Your Company, through its persistent efforts and investments in newer
and efficient products and capacities, is well positioned to seize opportunities in the
domestic market, and has consolidated its market position in mainstay product verticals
FINANCIAL PERFORMANCE:
(Rs in Lakhs)
|
Year ended March 31, 2024 |
Year ended March 31, 2023 |
Sales and Services |
187,247.82 |
141,849.62 |
Other Income |
3,825.27 |
2,906.39 |
|
191,073.09 |
144756.01 |
Profit/(Loss) before Interest
& Financial Charges, Depreciation, Exceptional items and Tax |
21,012.84 |
14636.05 |
Less : Interest and Financial
Charges |
2,061.37 |
2206.80 |
Less : Depreciation |
1,544.08 |
1293.35 |
Profit before Tax |
17,407.39 |
11135.90 |
Less: Provision for Taxation |
4,263.29 |
2813.59 |
Profit/(Loss) after Taxation |
13,144.10 |
8322.31 |
Add : Profit /(Loss) Brought
Forward |
32,662.77 |
26229.42 |
(Less) / Add: Other
Comprehensive Income arising from re-measurement of Defined Benefit Plan (net of tax) |
(141.39) |
(193.49) |
Net Surplus available for
Appropriation |
45,665.48 |
34358.24 |
Less: Dividend on Equity
shares |
(2,260.62) |
(1695.47) |
Profit Carried Forward |
43,404.86 |
32662.77 |
Previous yearRss figures have been regrouped for comparison purposes
with current yearRss presentation wherever necessary.
DIVIDEND:
Your Directors are pleased to recommend a Dividend of Rs 35/- (Rupees
Thirty Five only) per fully paid-up equity share of Face Value of Rs 5/- (Rupees Five
only) each, i.e., @ 700%, for the Financial Year 2023-2024, subject to approval of the
Members at the ensuing 77th Annual General Meeting (AGM) of the Company.
The total cash out f ow on account of payment of Dividend for the year
(if approved) will involve a sum of Rs 39,56,09,200/- (Rupees Thirty Nine Crore Fifty Six
Lakhs Nine Thousand Two Hundred only).
The Dividend on equity shares, as recommended by the Board of
Directors, if declared at the 77th AGM, will be paid to the Shareholders whose
names appear in the Register of Members of the Company as on cut-off date i.e., Thursday,
August 22, 2024, 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 paid-up share capital of the Company as on March 31, 2024 was Rs
5,65,15,600/-.
During the period under review, pursuant to the approval of the
Members, with requisite majority, by way of Postal Ballot, through remote e-voting
facility, on Thursday, March 21,2024, 1 (One) Equity Share of face value of Rs 10/-
(Rupees Ten only) each, fully paid up, was sub-divided into 2 (Two)
Equity Shares of face value of Rs 5/- (Rupees Five only) each, fully paid up, with effect
from Wednesday, April 24, 2024 (the Record Date).
Consequent to the sub-division of equity shares, the Authorised Share
Capital of the Company is Rs 10,00,00,000/- (Rupees Ten Crores only) divided into
2.00,000. (Two Lakhs) 12% Non-convertible Redeemable Cumulative Preference Shares of Face
Value of Rs 100/- each and 1,60,00,000 (One Crore Sixty Lakhs) Equity Shares of Face Value
of Rs 5/- each amounting to Rs 8,00,00,000/- (Rupees Eight Crores only).
Post sub-division, the Paid-up Equity Share Capital of the Company is
Rs 5,65,15,600/- divided into 1,13,03,120 equity shares of face value Rs 5/- (Rupees Five
only) each, fully paid-up.
Other than the aforementioned, 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, 2024. 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 CompanyRss Website, the weblink of which
is https://www.bharatbijlee.com/ media/20440/bbl div-dist-policy 04082021.pdf.
OPERATIONS:
Income from Sales and Services for the Company, at Rs 187,247.82 lakhs
(compared to Rs 141,849.62 lakhs in the previous year), was higher by 32%. The profit
before tax was higher by 56%, from Rs 11,135.90 lakhs in the previous year, at Rs
17,407.39 lakhs.
FINANCE:
The finance cost for the year decreased by 6% to Rs 2,061.37 lakhs
compared to Rs 2,206.80 lakhs in the previous year due to effective working capital
management notwithstanding the 32% growth in sales. The free reserves of the Company as on
March 31, 2024 increased by Rs 10,742.09 lakhs to Rs 67,876.23 lakhs.
The credit rating for the bank facilities enjoyed by the Company has
been upgraded to ICRA AA- (Stable) (Long Term) and ICRA A1+ (Short Term).
With effect from 24th April, 2024 (the Record Date),
pursuant to the Board and the ShareholderRss approval, the equity shares of the Company
were split / sub-divided such that
one (1) equity share having face value of Rs 10/- (Rupees Ten only)
each fully paid-up, was sub-divided into two (2) equity shares having face value of Rs 5/-
(Rupees Five only) each, full paid-up.
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, 2024 was 1,806 as compared to 1,656
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, 2024. Accordingly, a Statement under the
provisions of Section 129(3) of the Companies Act 2013 (the Act) containing
salient features of the financial statements of the CompanyRss subsidiary(ies) in Form
AOC-1 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
2023-2024, 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 CompanyRss policies & procedures. The internal controls are tested for
adequacy, efficiency and effectiveness through audits by the in-house 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 31,2024.
PARTICULARS OF CONTRACT OR ARRANGEMENT WITH RELATED PARTIES:
All contracts / arrangements / transactions entered by the Company
during the Financial Year 2023-2024, 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 armRss 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(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 AOC -2, 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.
During the year under review, related party transaction pertaining a Contract / Agreement
with Danmet Chemicals Private Limited (RsDCPLRs), a Related Party, as defined under
Section 2(76) of the Act, read with Regulation 2(1)(zb) of the Listing Regulations, by the
Company, for the Sale of two (2) Motor Cars, was approved and recommended by the Audit
Committee and subsequently approved by the Board of Directors, at its Meeting held on
January 12, 2024.
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 in place a Policy on Related Party Transactions. 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/bbl
related-party- transactions-policy.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 f nancial 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. Nikhil J. Danani (DIN: 00056514), Managing
Director of the Company, being longest in the office, shall retire by rotation at the
ensuing 77th AGM and being eligible, offers himself for re-appointment.
Appointment / Cessation of Directors / KMP during the period under
review:
During the period under review, Mr. Nikhil J. Danani (DIN: 00056514)
and Mr. Nakul P Mehta (DIN: 00056561), on the recommendation of Nomination and
Remuneration Committee as well as Board, were re-appointed as Managing Directors of the
Company, for a further period of five (5) years with effect from June 20, 2024 to June 19,
2029, in line with the provisions of Sections 196, 197, 198, 200 and 203 read with
Schedule V of the Act, the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014 and other applicable provisions, if any, of the Act, and the Rules
made thereunder. The respective re-appointments were approved by Members with requisite
majority, vide Postal Ballot, through remote e-voting, on February 22, 2024.
Further, respective Special Resolutions were passed, pursuant to
Section 196 (3) read with Part-I of Schedule V of the Act, vide Postal Ballot, through
remote e-voting, on February 22, 2024, which allows Mr. Nikhil J. Danani (DIN: 00056514),
to continue holding office of Managing Director, upto the expiry of his term of office,
i.e. from June 20, 2024 to June 19, 2029 and Mr. Nakul P Mehta (DIN: 00056561), to
continue holding office of Managing Director, upon attaining the age of 70 (Seventy) years
on May 30, 2028, upto the expiry of his term of office, i.e. on and after May 30, 2028 to
June 19, 2029, on the terms and conditions mentioned in their respective Special
Resolutions.
Members are further informed that, the second term of Mr. Prakash V.
Mehta (DIN 00001366), Mr. Sanjiv N. Shah (DIN 00007211), Mr. Jairaj C. Thacker (DIN
00108552) and Mr. Rajeshwar D. Bajaaj (DIN 00087845), as Independent Directors of the
Company, shall end on closing hours of September 08, 2024.
In line with Regulation 17(1)(c) of the Listing Regulations, the Board
of Directors of the Company shall comprise of at least six (6) Directors. Further,
pursuant to Regulation 17(1 C) read with Regulation 25(2A) of the Listing Regulations, the
appointment of Independent Director is required to be approved by the Members of the
Company, by way of special resolution by next general meeting or within a period of three
(3) months from the date of appointment, whichever is earlier.
With a view to comply with the above requirement and to have equitable
representation together with smooth transition on the Board, and after a due veracity of
the integrity, expertise and experience of Mr. Joseph Conrad Agnelo DRsSouza, Mr. Premal
Pradip Madhavji and Mr. Jehangir Hirji Cawasji Jehangir, in line with Rule 8(5) (iiia) of
the Companies (Accounts) Rules, 2014, which aligns with the role and proficiency
identified by the Nomination and Remuneration Committee (NRC), the Board of
Directors at its Meeting held on July 18, 2024, based on the recommendation of the NRC,
has approved and recommended to the Members of the Company, the appointment of Mr. Joseph
Conrad Agnelo DRsSouza (DIN: 00010576), Mr. Premal Pradip Madhavji (DIN: 02101791) and Mr.
Jehangir Hirji Cawasji Jehangir (DIN 00001451), as respective Independent (Nonexecutive)
Directors of the Company, not liable to retire by rotation, in accordance with the
provisions of Section 149, 150, 152 of the Act read with Schedule IV to the Act and the
Ruled made thereunder, the Listing Regulations and Articles of Association of the Company,
for their respective term of five (5) consecutive years, commencing from September 09,
2024 to September 08, 2029. Accordingly, appropriate Resolutions (Item No. 4 to 6) are
proposed for approval and necessary details are given in the Resolutions and Explanatory
Statement in accompanying Notice dated July 18, 2024, convening ensuing 77th
AGM.
Further, as per Regulation 17(1A) of the Listing Regulations, no listed
company shall appoint a person or continue the directorship of any person as a
non-executive director who has attained the age of 75 (seventy five) years unless it is
approved by the Members by passing a Special Resolution to that effect and justification
thereof is indicated in the explanatory statement annexed to the Notice for such
appointment.
Mr. Jehangir shall attain the age of 75 years on November 23, 2028 and
hence continuation beyond 75 years requires the approval of Members by way of a Special
Resolution. Accordingly, the NRC and the Board of Directors of the Company at their
respective meetings held on July 18, 2024 have recommended to the Members, the
continuation of office of Mr. Jehangir as an Independent Director of the Company, on and
after November 23, 2028 till September 08, 2029.
Mr. DRsSouza, Mr. Madhavji and Mr. Jehangir have declared that they
meet the criteria of independence as laid down under Section 149(6) of the Act, along with
the Rules framed thereunder and Regulation 16(1)(b) of the Listing Regulations.
Further, pursuant to Section 149 of the Act, and Regulation 25 of
Listing Regulations, Mrs. Mahnaz A. Curmally (DIN 06907271), aged about 77 years, was
appointed as Independent Directors of the Company, at the 72nd Annual General
Meeting of the Members of the Company, held on September 09, 2019, for a first term of
five (5) consecutive years, with effect from September 09, 2019.
Accordingly, the first term of Mrs. Curmally, as an Independent
Director of the Company is expiring on September 08, 2024. Keeping in view, the rich
experience, acumen, qualification and the substantial contribution, by Mrs. Curmally, as
well as based on her Performance Evaluation, as a Member of the Board and Committee(s) of
the Board, the Board of Directors at its Meeting held on July 18, 2024, based on the
recommendation of the NRC and in line with the Nomination and Remuneration Policy, has
approved and recommended to the Members of the Company, the re-appointment of Mrs.
Curmally as an Independent Director of the Company, not liable to retire by rotation, for
a second term of five (5) consecutive years, commencing from September 09, 2024 to
September 08, 2029. Accordingly, appropriate Resolution (Item No. 7) is proposed for
approval and necessary details are given in the Resolution and explanatory statement in
accompanying Notice dated July 18, 2024, convening ensuing 77th AGM.
In terms of Regulation 17(1 A) of the Listing Regulations, as mentioned
herein above, approval of the Members of the Company is required for continuation of
directorship of Mrs. Curmally, during her proposed second term of appointment, as
Non-Executive Independent Director of the Company, who has already attained the age of 75
years. Accordingly, appropriate Resolution (Item No. 7) is proposed for approval and
necessary details are given in the resolution and explanatory statement in accompanying
Notice dated July 18, 2024, of convening ensuing 77th AGM.
Mrs. Curmally has declared that she meets the criteria of independence
as laid down under Section 149(6) of the Act, along with the Rules framed thereunder and
Regulation 16(1 )(b) of the Listing Regulations.
Going forward, Mr. Shome N. Danani (DIN: 00217787) was re-appointed as
Whole-time Director, designated as an Executive Director of the
Company, through a Postal Ballot, for a further period of five (5) consecutive years, with
effect from January 28, 2020
Mr. DananiRss term as a Whole-time Director of the Company is expiring
on January 27, 2025. Your Directors are of the opinion that Mr. Danani is one of the key
persons responsible for the consistent good performance of your Company. He has strong
business acumen, strategic intelligence and execution abilities which has helped the
Company to grow in recent years. Accordingly, based on his Performance Evaluation, as a
Member of the Board and Committee(s) of the Board, the Board of Directors at its Meeting
held on July 18, 2024, based on the recommendation of the NRC and in line with the
Nomination and Remuneration Policy, has approved and recommended to the Members of the
Company, the re-appointment of Mr. Danani Whole-time Director, designated as
an Executive Director for a further period of five (5) consecutive years,
w.e.f. January 28, 2025 upto January 27, 2030 and fix his Remuneration. Accordingly,
appropriate Resolution (Item No. 8) is proposed for approval and necessary details are
given in the Resolution and explanatory statement in accompanying Notice dated July 18,
2024, of convening ensuing 77th AGM.
Additionally, as mentioned herein above, Members are informed that the
second term of Mr. Prakash V. Mehta (DIN 00001366), Mr. Sanjiv N. Shah (DIN 00007211), Mr.
Jairaj C. Thacker (DIN 00108552) and Mr. Rajeshwar D. Bajaaj (DIN 00087845), as
Independent Directors of the Company, shall end on closing hours of September 08, 2024.
Mr. Prakash V. Mehta has an extensive expertise in Legal and Regulatory
matters. Mr. Sanjiv N. Shah has vast expertise and proficiency in Accounting and Finance
field. Mr. Jairaj C. Thacker and Mr. Rajeshwar D. Bajaaj have deep industry knowledge. The
diverse expertise of Mr. Mehta, Mr. Shah, Mr. Thacker and Mr. Bajaaj has immensely
benefited the Company to further expand its value creation initiatives, over the years.
Hence, to bring about a transparent, smooth and seamless transition towards a restructured
Board without compromising its cohesiveness, compatibility and effective functioning and
based on each of their Performance Evaluation, as respective Members of the Board and
Committee(s) of
the Board, your Board is of the opinion to continue the association of
all four of them as Non-executive Directors of the Company.
Accordingly, the Board of Directors at its Meeting held on July 18,
2024, based on the recommendation of the NRC and in line with the Nomination and
Remuneration Policy, has approved and recommended to the Members of the Company, the
appointment (re-designation) of Mr. Mehta, Mr. Shah, Mr. Thacker and Mr. Bajaaj, as
respective Non-executive Directors of the Company, liable to retire of rotation, effective
from September 09, 2024.
In terms of Regulation 17(1 A) of the Listing Regulations, as mentioned
herein above, approval of the Members of the Company is required for continuation of
directorship of Mr. Prakash V. Mehta (DIN 00001366) and Mr. Rajeshwar D. Bajaaj (DIN
00087845), during their respective proposed appointment, as Non-Executive Directors of the
Company, who have already attained the age of 75 years and in case of Mr. Jairaj C.
Thacker (DIN 00108552), who will attain the age of 75 years on December 03, 2026.
Accordingly, appropriate Resolutions (Item No. 9 to 12) are proposed for approval and
necessary details are given in the resolutions and explanatory statement in accompanying
Notice dated July 18, 2024, of convening ensuing 77th AGM.
Brief profile, nature of expertise, details of directorship held in
other companies, Chairmanships/ membership of Board Committees, shareholding in the
Company held by the Directors and relationship with Directors inter-se and other details
as stipulated under Regulation 36(3) of the Listing Regulations, read with the provisions
of the Secretarial Standard on General Meetings issued by the Institute of Company
Secretaries of India (RsSS-2Rs) relating to the Directors proposed to be appointed /
re-appointed at the 77th AGM is annexed to the Notice dated July 18, 2024.
During the period under review, Mr. Ravi Chaudhary (DIN 06728841)
resigned as Non-executive Non-independent Director and Key Managerial Person (RsKMPRs) of
the Company, and was relieved with effect from close of business hours on July 07, 2023.
None of the existing Directors of your Company as well as the proposed
Directors are disqualified under the provisions of Section 164(2)(a) and (b) and Section
165 of the Act.
During the period under review, no Non-executive Director of the
Company had any pecuniary relationship or transactions with the Company.
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,
2024, your Company had Eight (8) Directors consisting of Five (5) Independent Directors,
including one (1) Woman Director and Three (3) Executive Directors.
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 proficiency self-assessment 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 July 11, 2024, 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.
KEY MANAGERIAL PERSONNEL:
As on the date of this BoardsRs 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 (DIN:
00056514) |
Vice Chairman and Managing
Director |
Mr. Nakul P Mehta (DIN:
00056561) |
Vice Chairman and Managing
Director |
Mr. Shome N. Danani (DIN:
00217787) |
Whole-time Director |
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.
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 2023-2024, 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 9, 2023 |
9 |
9 |
2 |
May 26, 2023 |
9 |
8 |
3 |
July 18, 2023 |
8 |
6 |
4 |
October 30, 2023 |
8 |
7 |
5 |
January 12, 2024 |
8 |
8 |
6 |
February 14, 2024 |
8 |
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 BoardRss 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 12, 2024, without the
presence of Non-Independent 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,
Non-Executive Non-Independent Directors 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, 2024, 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 Member of the Chartered Accountants in England and Wales
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, Whole-time 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 BoardRss 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 BoardsRs Report.
As of March 31, 2024, 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, Non-Executive Directors and Executive Directors in
compliance with the Act and the Listing Regulations.
The Company has no pecuniary relationship or transaction with its
Non-Executive 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
long-term performance of the Company. The said Nominations and Remuneration
Policy is available on the CompanyRss website at,
https://www.bharatbiilee.com/media/1208/bbl nomination-and-remuneration policy
27052021.pdf.
STAKEHOLDERS RELATIONSHIP COMMITTEE:
The Company has constituted a StakeholdersRs Relationship Committee
with an objective to monitor and resolve the grievances of the security holders of the
Company. As on March 31, 2024, 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 investorsRs grievances. The Committee specifically looks into
redressing shareholdersRs/ investorsRs complaints/ grievances pertaining to share
transfers/transmissions, non-receipts 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 e-mail address: investorcare@bharatbiilee.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:
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 31,2024, the Committee comprised of 4 (four) Members
namely:
Sr.
No. |
Name of Member |
DIN |
Designation |
Category |
1 |
Mr. Nakul P Mehta |
00056514 |
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 2023-2024, CompanyRss CSR endeavours centered
around initiatives identified under RsLivelihoodRs followed by RsEducationRs and RsClimate
ChangeRs as the Sectors, which are appended herein below:
1. Antarang Foundation
Through their CareerAware program, Antarang works with students in the
10th and 12th standard to help them understand careers best suited
to their individual talents, preferences and family situations. This program makes
students examine themselves carefully and make informed, self-aware career choices.
Bharat Bijlee & Antarang Foundation - CareerAware: Enabling
Aspirational Career
Pathways Programme 2023-24
The CareerAware program was implemented for 9001 students (4215
students from Grade 9 and 4786 students from grade 10) studying in 112 municipal schools
in Mumbai and Thane. The end-line assessment showed that 82% of grade 10 students had
clarity of career plans after grade 10; 45% students made at least one self-aware career
choice. 99% of the planned counselling sessions with parents were conducted.
2. Utthan :
Utthan, which means RsupliftmentRs in Hindi, is a peopleRss 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 2023-24
Utthan worked with 300 women goat rearers to support management of 1107
Sirohi goats and their associated livelihood income generation. 405 Sirohi goats gave
birth to new off-springs creating an asset value of Rs 2,84,000/-.
A Community Livestock Business Centre (CLBC) was incubated and 13 key
leaders were shortlisted and trained at the CLBC. Goat rearers were trained on enterprise
promotion, goatery management and membership in the CLBC. Three batches of handmade goat
milk soap were produced by CLBC, generating a revenue of Rs 33,275/-. Utthan has built on
the success of its pilot program supported by Bharat Bijlee and expanded its activities
substantially with goat rearers in Dahod, Gujarat.
3. Anubhuti Charitable Trust
Anubhuti, led by a woman from a nomadic tribe, works primarily with
Nomadic & De-notified Tribes (NT-DNT), 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 resource-deprived urban and rural communities in Mumbai.
Bharat Bijlee & Anubhuti Charitable Trust - Career Leadership with
Intersectional Marginalized Youth Programme 2023-24
Anubhuti has reached 1266 youth, women, and other community
stakeholders through direct interventions, and another 2200 through trainings conducted
for other NGOs. Various interventions were conducted with youth from NT-DNT communities,
notably a career leadership fair in Igatpuri and a two-day residential camp for 110
adolescents from 8 villages. 90% of all the youth that Anubhuti works with are continuing
with their education and many others are encouraged to restart their education.
4. Sar-La Education Trust (Unit: Lalji Mehrotra Technical Institute)
The TrustRss focus lies in the area of vocational education, technical
education and skill development.
Bharat Bijlee & Sar-La Education TrustRss LMTI Project 2023-24:
Sar-LaRss LMTI was able to deliver the curriculum effectively for the
107 enrolled students in ITI courses and Diploma in Electrician course. Evaluation of the
students was done on a monthly basis and progressive development was
mapped. Special classes were conducted for slow learners and remedial action was provided.
Meetings with parents of students was conducted on a quarterly basis.
LMTI worked towards overall development of students by conducting
various guest lectures and workshops and soft skill training programs, as well as sports
activities, yoga and meditation.
5. Magic Bus India Foundation
Apart from the aforementioned, Company has one (1) Ongoing CSR
Programme, executed by RsMagic Bus India FoundationRs, on behalf Bharat Bijlee, which was
concluded as on March 31, 2024.
Magic Bus India works with more than 4 lakh children and 800,000 youth
across 24 states of India, to move them out of poverty. The childhood to livelihood
approach uses activity-based core life skills that equips children and youth with skills
and knowledge they need while growing up.
Bharat Bijlee & Magic Bus Adolescent Education Program, Airoli,
Navi Mumbai
Bharat Bijlee collaborated with Magic Bus in March 2021 to implement
its Adolescent Education Program - a three-year ongoing program for 1000 adolescents
studying in standards 6th to 8th in NMMC schools in Airoli. The
program ended this year on March 31, 2024.
The program has been largely successful with 13 schools in Airoli and
surrounding areas approaching Magic Bus to conduct the program in their schools. Overall
feedback from principals, teachers and parents is that they have observed a positive
change in the students who were enrolled in our program - their behaviour has improved and
they are studying at home too.
During the Financial Year under review :
i. Your Company has spent a final installment of Rs 26,98,500/- (Rupees
Twenty Six Lakhs Ninety Eight Thousand Five Hundred only), on an On-going CSR Project -
Magic Bus Adolescent Education Program, Airoli, Navi Mumbai, out of the total Corporate
Social Responsibility spend of Rs 96,98,500/- (Rupees Ninety Six Lakhs Ninety Eight
Thousand Five Hundred only);
ii. Your Company was required to spend an amount of Rs 1,40,05,200/-,
(Rupees One Crore Forty Lakhs Five Thousand Two Hundred only), (2% of the average net
profits of last three financial years) towards Corporate
Social Responsibility (CSR) activities; However, in the previous year,
Company had spent an excess amount of Rs 65,880/- (Rupees Sixty Five Thousand Eight
Hundred and Eighty only).
Hence the total amount required to be spent on CSR activities in the
Financial Year 2023-2024 was Rs 1,39,39,320/- (Rupees One Crore Thirty Nine Lakhs Thirty
Nine Thousand Three Hundred and Twenty only)
iii. your Company for the Financial Year 2023-2024, has spent an
aggregate amount of Rs1,39,40,000/- (Rupees One Crore Thirty Nine Lakhs Forty Thousand
only), for carrying out four (4) CSR Programmes, as mentioned in the Annual Action Plan of
the Company, for the Financial Year 2023-2024, approved by the Board of Directors.
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 2023-2024, 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 BoardRss Report.
RISK MANAGEMENT COMMITTEE:
The CompanyRss Board of Directors has the overall responsibility for
the establishment and oversight of the CompanyRss 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 31,2024, 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 |
00056514 |
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 CompanyRss Website
at https://www.bharatbiilee.com/media/1206/bbl risk-management-policy 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 12, 2024, 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 12, 2024, through Video Conferencing, where
the Independent Directors of the Company assessed the annual performance Non-Independent
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 BoardRss and CommitteeRss 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 12, 2024.
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
CompanyRss 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 whistle-blower-policy.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 RsPolicy for Prevention and Redressal of
Sexual HarassmentRs 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 (RsICCRs) 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 |
6. |
Mangala Ahire-Sarode |
Mangalashray Samajik Sanstha |
Member |
|
|
(NGO Register under
Maharashtra Public Trust Act 1950) |
|
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,
wherein 91 Management staff and 53 Workmen, accordingly total 144 employees have been
covered in the year 2023-2024.
Further, as per the provisions of Section 21 & 22 of the said Act,
the Report on the details of the number of cases fled 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 |
DIRECTORSRs 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. i n the preparation of the Annual Financial Statements for the Year
ended March 31, 2024, 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 31,2024
and of the Profit of the Company for the year ended on that date;
c. proper 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. internal 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. proper 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) SUSPENSE 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 (RsIEPF RulesRs), (including any statutory modification(s) / re-enactment(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 (RsIEPFRs) 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 IEPF-5 and sending a physical copy of the Form
IEPF-5 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 IEPF-5, to
the CompanyRss RTA. The Rules and Form IEPF-5, 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 31,2016.
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.bharatbiilee.com/companv/investor-relations/
investor-contact/
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) / re-enactment
thereof, for the time being in force), is set out in Annexure II hereto, which forms part
of this BoardRss 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 BoardRss 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 (RsMDARs) 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 BoardsRs
Report, as Annexure VI.
STATUTORY AUDITOR AND THEIR REPORT:
Messrs Deloitte Haskins & Sells LLP, Chartered Accountants (ICAI
Firm Registration Number : 117366W/W-100018), 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, 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 out-of
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, 2024:
The AuditorRss report given by Messrs Deloitte Haskins & Sells,
LLP, Statutory Auditors, on the Financial Statements of the Company, for the year ended
March 31, 2024, 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 f nancial 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 Secretarial Standard - 1 (SS-1), 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
2023- 2024.
The Report on Secretarial Audit for the financial year 20232024, in
Form MR-3, as Annexure V, forms integral part of this BoardRss 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, 2024, 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
2024- 2025. 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
2023-2024, 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
2023-2024, was fled 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, 2024.
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 re-enactment 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, 2024, have appointed Messrs P M. Nanabhoy & Co., Cost Accountants (Firm
Registration No.: 000012), as the Cost Auditors of the Company, for the Financial Year
2024-2025, 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 77th
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 specif ed under Section 141 of the Act and the Rules framed
there under.
A resolution seeking MemberRss approval for the remuneration payable to
Cost Auditors forms part of the Notice convening 77th AGM of the Company and
the same is recommended for approval of Members.
The Cost Audit Report for the Financial Year ended March 31, 2023,
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 fled with the Ministry of Corporate
Affairs on July 28, 2023. The Cost Audit Report for the Financial Year ended March 31,
2024 will be fled 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 DirectorsRs 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 DirectorsRs Report.
Accordingly, a copy of Annual Return for the financial year ended March
31, 2024, is available on the website of the Company at the below link:
https://www.bharatbijlee.com/ company/investor-relations/disclosures/annual-return/
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 BoardRss 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 BoardRss Report, no material
changes and commitments which could affect the CompanyRss financial position have occurred
since the
close of the financial year, i.e., March 31, 2024, till the date of
this BoardRss 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 BoardRss Report,
there are no signif cant 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;
3. Voting 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:
The Directors place on record their sincere thanks to the customers,
employees, bankers, business associates, consultants, various Government Authorities and
other stakeholders for their continued support extended to the Company during the year
under review. Your Directors also acknowledge gratefully the shareholders for their
support and confidence reposed on your Company.
For and on behalf of the Board of
Directors |
Place: Mumbai Date: July 18,
2024 |
Prakash V. Mehta DIN 00001366
Chairman |