Dear Members,
Your Directors presents the 53rd Annual Report together with the
audited financial statements of the Company for the year ended 31 March 2023.
1. hiGhLiGhtS ON OPeRAtiONS:
Despite facing challenging circumstances and technical challenges, your
Company achieved a sales turnover of 2489 Crore during the fiscal year. This is a slight
decrease compared to the sales turnover of 2817 Crore in the previous year.
On 2nd July 2022, the Hon?ble Raksha Mantri Shri Rajnath Singh
visited BDL along with Vice Chief of Air Staff Air Marshal.
During the Bandhan Ceremony at DefExpo-2022 and Aero India-2023 new
products were launched.
A contract was received for the supply of an upgraded version of the
Akash Weapon System to the Indian Army, worth about 8161 Crore.
The Company received its highest-ever export order of USD 255.4 million
for SAMs (Surface-to-Air Missiles) and USD 27 million for ATGMs (Anti-Tank Guided
Missiles) from friendly foreign countries.
Contracts were received for the supply of Counter Measures Dispensing
System (CMDS) from Bharat Electronics Limited, valued at 261 Crore, and from Hindustan
Aeronautics Limited, Bangalore, valued at 77.18 Crore.
2. fiNANCiAL ReSULtS AND PeRfORMANCe hiGhLiGhtS: 2.1 Performance of the
Company in financial terms is summarized below:
|
.
in Crore |
% of
increase/ |
Particulars |
|
|
|
|
2022-23 |
2021-22 |
(Decrease) |
Sales/Revenue from Operations |
2489 |
2817 |
(11.64) |
Value of Production |
2508 |
2902 |
(13.58) |
i) Import Material
Consumed |
345 |
271 |
27.31 |
ii) Indigenous Material Consumed |
865 |
992 |
(12.80) |
total Material Consumed |
1210 |
1263 |
(4.20) |
Value Added |
1298 |
1639 |
(20.81) |
Profit Before Tax |
482 |
710 |
(32.11) |
Aft Tax Profit |
352 |
500 |
(29.60) |
Earnings per share# (in Rupee) |
19.22 |
27.28 |
(29.55) |
# EPS has been
calculated based on profits excluding the other comprehensive income. |
|
2.2 following data reflect the financial position of the Company:
|
.in
Crore |
% of
increase/ |
Particulars |
2022-23 |
2021-22 |
(Decrease) |
Gross Block (Excl. CWIP) |
1416 |
1451 |
(2.41) |
Accumulated Depreciation |
607 |
577 |
5.20% |
Net Block |
809 |
874 |
(7.44) |
Working Capital (Net) |
5394 |
2942 |
83.34% |
Capital Employed |
3155 |
2973 |
6.12% |
Net Worth |
3211 |
3031 |
5.94% |
* Figures have been reclassified
and regrouped, wherever necessary. |
|
|
|
2.3 During the year under review, your company achieved revenue
from operations of 2489 Crore despite facing very challenging circumstances and technical
issues, compared to the revenues of 2817 Crore in the previous year. The main reasons for
the revenue shortfall were, delays in receiving imported electronic items and critical
explosive materials from Foreign Original Equipment Manufacturer (OEM), design changes in
the production of naval products and delays in receiving MR-SAM kits from OEM, which
resulted in non-completion of production. Your company is expected to recover from this
shortfall in the current financial year 2023-24. Despite the aforementioned technical
issues, your company performed well and achieved a turnover of 2489 Crore and a production
value of 2508 Crore. The profit before tax (PBT) was 482 Crore, a decrease from the
previous year?s 710 Crore. The profit after tax amounted to 352 Crore, down from 500
Crore in the previous year. The EBITDA margin was 16.40%, a decrease from 25.77%. This
decrease in margin is mainly attributed to a decline in manufacturing activities and
changes in the product mix.
2.4 The major products executed during the year are ATGMs,
Akash-SAM, Varunastra and MR-SAM. The order book position of the company as on 01 April
2023 is about 20054 Crore (Net).
2.5 future Outlook:
Your company expects significant growth in the coming years,
considering its consolidated order book position, which has reached a staggering figure of
20054 Crore as of April 1, 2023. The order book position is expected to further increase
as several orders are in various stages of finalization. Your company is also actively
promoting its products in the international market and has successfully converted some
export leads into orders with friendly foreign countries.
In recent years, your company has forged alliances with various foreign
and Indian companies through Memorandums of Understanding (MoUs) across a range of
business interests. These alliances include Thales, Naval Group, MBDA Missile Systems Ltd,
Rafael Advanced Defence System Ltd (Naval Division), Dassault Aviation Pvt Ltd, Defence
Research and Development Organisation (DRDO), Larsen and Toubro (L&T), Ashok Leyland
Defence Systems Ltd, Newspace Technologies Pvt Ltd, IIT-Madras, and Tamilnadu Industrial
Development Corporation Ltd (TIDCO). These partnerships will create new opportunities for
manufacturing state-of-the-art weapon systems by your company in India, catering to both
domestic and international markets. Your company is confident that these alliances will
elevate its standing in the coming years. Your company will continue its efforts to make
the Indian Armed Forces Atmanirbhar (self-reliant) by reducing dependency on imported arms
in the future. In this direction, your company has placed a strong emphasis on the concept
of indigenization across all its programmes. It has commenced the indigenization of
components and subassemblies that were previously imported and successfully achieved
indigenization of 47 critical items over the past four years, resulting in significant
foreign exchange savings. With an average indigenization percentage ranging between
80-90%, your company?s philosophy has led to reduced import costs and increased the
ability to offer competitively priced products to the Indian Armed Forces. The Government
of India, in its continuous pursuit of self-reliance in defence manufacturing under the
Aatmanirbhar Bharat Abhiyan?, has periodically issued a Positive Indigenization
list of sub-systems/assemblies/sub-assemblies/components. As a result, the future outlook
for your company appears promising buoyed by a robust order book position. With decades of
experience, your company is well-prepared to face upcoming challenges.
3. fiXeD DePOSitS fROM PUBLiC:
The Company did not accept any fixed deposits from Public during the
year, and there was no outstanding Fixed Deposits at the beginning/end of the year.
Accordingly, there was no default in payment of deposits/interest thereon.
4. DiViDeND & tRANSfeR tO GeNeRALReSeRVe:
Your Company has a consistent track record of Dividend Payment. The
Board has recommended a Final Dividend of 1.20/- per equity share of 10/-each amounting to
21.99 Crore for the year 2022-23. Further, your Company has paid interim dividend of 8.15
per share amounting to 149.37 Crore in February, 2023. An amount of 150 Crore is being
transferred to General Reserve for the year 2022-23.
Commodore Siddharth Mishra (Retd), the then Chairman & Managing
Director, BDL presented the cheque for 111.9203 Crore, being the interim dividend
pertaining to the Government of India shareholding in BDL, to Shri. Rajnath Singh,
Hon?ble Raksha Mantri at New Delhi. Shri. Giridhar Aramane, Secretary (Defence
Production), Shri. T. Natarajan, Additional Secretary (Defence Production), Ministry of
Defence and Shri. Nuka Srinivasulu, Director (Finance) from BDL were present on the
occasion.
5. CapItalstru Cture:
The paid up capital of the Company as on 31st March, 2023 stood at
183.28 Crore (18,32,81,250 equity shares of 10/- each). The Authorized Capital of the
Company is 200 Crore (20,00,00,000 equity shares of 10/- each) as on 31st March 2023. As
on 31 March 2023, the Govt. of India shareholding in the Company stands at 74.93%
(representing 137,325,527 equity shares of 10/- each).
6. PeRfORMANCe AGAiNSt MoU:
Your Company signs a Memorandum of Understanding (MoU) every year with
the Ministry of Defence, Government of India. The performance of the Company for the year
2021-22 was rated as "Very Good" and the performance for the year 2022-23 is
under evaluation.
7. MODeRNiZAtiON & UPGRADAtiON:
During the year, an amount of 113.91 Crore has been spent towards
Capital Expenditure (CAPEX) programme for the modernization of Plant & Machinery and
other infrastructure development. The majority of this amount was dedicated to
establishing the Warhead building, RF Seeker facility, Storage facility, and firefighting
systems. Additionally, your company has planned to spend approximately 100 Crore during
the current financial year 2023-24 on various CAPEX programmes, including Phase-II
infrastructure development at Ibrahimpatnam and for enhancing the integration facility at
Vizag.
Your company is making determined efforts to increase the
indigenization content in the manufacturing of ATGMs, SAMs, Air to Air Missiles, and
Torpedoes. This objective aims to enhance self-reliance and reduce dependence on
8. ReSeARCh & DeVeLOPMeNt:
Your company acknowledges that Research and Development (R&D) plays
a pivotal role in the growth of the organization. To cater to the requirements of the
Indian Armed Forces, your company has identified several products for R&D. The
following table shows the recent trend of in-house R&D expenditure:
Particulars |
2022-23 |
2021-22 |
2020-21 |
Sales Turnover (Gross) ( in Cr) |
2489.39 |
2817.40 |
1913.76 |
R&D expenditure ( in Cr) |
152.03 |
48.14 |
42.95 |
R&D expenditure as % of Sales
Turnover |
6.11% |
1.71% |
2.24% |
PBT |
481.80 |
709.91 |
340.88 |
R&D expenditure as % of PBT |
31.55% |
6.78% |
12.60% |
9. PROCUReMeNtfROM MSMes:
In compliance with the Procurement Policy of the Government of India,
your company has surpassed the mandated procurement requirement of 25% from Micro, Small,
and Medium Enterprises (MSMEs). During the year 2022-23, your company procured 29.82% of
goods and services, amounting to approximately 487.98 crore, from MSMEs out of its total
procurement of 1636.61 crore. By achieving the mandated target of 25% from MSMEs, your
company has demonstrated its commitment in supporting and promoting the growth of these
enterprises.
Vendor Development:
Your company endeavors to expand its vendor base through special drives
and by offering free registration in certain cases and on specific occasions. Throughout
the year, your companyconducted7 resultingin over 1000 registered vendors meets, as
of the current date. Furthermore, your company has implemented an updated Integrity Pact
in accordance with the directives of the Central Vigilance Commission?s latest
circular issued on 25th January 2022, and adheres to the Standard Operating Procedure
outlined therein.
Government e Market Place (GeM):
Your company registered as both a Buyer and Seller with the Government
e-Marketplace (GeM). GeM is utilized for procuring common items and services. Throughout
the year, your company has successfully procured common goods and services worth
approximately 125 crore through GeM. This demonstrates your company?s active
engagement and utilization of GeM for streamlined procurement processes.
11. eXPORtS:
Your company has placed significant emphasis on the export of Weapon
Systems. To explore the export potential of its products, identify potential markets, and
pursue export opportunities, an export cell has been established within the Business
Development Division of BDL. The products offered by your company are state-of-the-art,
designed indigenously, competitively priced, and not heavily reliant on any foreign
Original Equipment Manufacturers (OEMs). With existing facilities, your company is
well-prepared to meet both domestic and export demands.
Several leads have been received from various friendly foreign
countries for the export of products such as the Akash Weapon System, ATGMs, Air to Air
Missile (Astra), Smart Anti-Airfield Weapon, Helina (Air-to-Surface Weapons), Light Weight
Torpedo, Heavy Weight Torpedo (Underwater weapons), Counter Measures Dispensing System,
and Anti-Submarine Warfare Suite (Counter Measure Systems) etc.. These leads are actively
being pursued by the export cell, which is engaged in interactions with overseas customers
to achieve export targets. As a result, your company has secured orders for the export of
Light Weight Torpedoes, Counter Measures Dispensing System, ATGM, and Akash Weapon System
from friendly foreign countries. Channel Partners/Agents have been appointed in several
countries to promote your company?s exportable products. Your company has also
participated in various Foreign Defence Exhibitions to showcase its products and
facilitate participants from the Armed Forces/Ministries of Defence of other countries.
To strengthen international engagement, BDL is working closely with
Indian Embassies/Defence Attaches to arrange meetings and visits with stakeholders from
foreign countries. Furthermore, plans are underway to open Representative Offices in three
foreign countries.
During the year, your company received its highest-ever export order of
USD 255.4 million for SAMs and USD 27 million for ATGMs from friendly foreign countries.
As of April 1, 2023, the total export order book of BDL stands at 2586 Crore, reflecting
the growing success in the international market
12. AtMA NiRBhAR BhARAt & iNDeGiNiSAtiON:
As part of its contribution to the creation of an Atmanirbhar Bharat
(Self-Reliant India), your company has been focused on indigenizing technology from the
moment a contract is signed. Your company manufactures missiles under Technology Transfer
(ToT) agreements with DRDO and with Foreign Original Equipment Manufacturers (OEMs). The
ToT for foreign OEM designed products is only 60%, however your company has achieved
indigenization levels of more than 80% to 90% in many of its products through its
indigenization initiatives. In the case of DRDO-designed products, most of them have
achieved indigenization levels of more than 90%. Your company is putting forth maximum
efforts to achieve higher levels of indigenization for all its products. The "Make in
India" initiative is an ongoing process, and under this scheme a number of
initiatives were taken by GoI/MoD. Your company?s new product under development falls
under the Make-II project category of the Indian Indigenously Designed Developed and
Manufactured (Indian IDDM) classification in the Defence Procurement Procedure. Successful
completion of this project will establish India as self-reliant in manufacturing 3rd
generation ATGMs.
Your company is utilizing the Srijan Portal, a Ministry of Defence
indigenization portal, which serves as a one-stop-shop for vendors to engage in
indigenization efforts. BDL has uploaded 1187 items on the portal, including all the items
imported by the company. Out of these items, vendors have shown interest in 413 items, and
36 sanction orders have been placed. Necessary technical support is being provided to
Micro and Small Enterprises (MSEs) to encourage them to produce quality items. Your
company is also fostering collaboration with startup companies, identifying problem
definitions for them to work on and develop solutions. MoUs are being signed with these
companies to support their growth and create business An Indigenization Plan has been
formulated by your company for a five-year period (2020-21 to 2024-25). The plan and its
achievements for the last three years are as follows:
Year |
No.of items
targeted for indigenisation |
No.of items
indigenized |
2020-21 |
72 items |
79 items |
2021-22 |
53 items |
53 items |
2022-23 |
14 items |
16 items |
Furthermore, the Ministry of Defence has issued a Positive List of
Indigenization on December 27, 2021, as part of the continuous effort towards
self-reliance in defence manufacturing under the Aatmanirbhar Bharat Abhiyan?.
This list includes 2500 items that have already been indigenized, along with 351 items
that will be procured from the Indian industry within specified timelines.
Out of the total 2851 items, 50 items belong to BDL, and as of now,
your company has achieved indigenization for 37 of these items.
Additionally, on March 28, 2022, the Ministry of Defence issued a 2nd
Positive Indigenization list of 107 Line Replacement Units (LRUs)/sub-systems for
indigenization by Defence Public Sector Undertakings (DPSUs), with an embargo on imports
beyond the indicated timelines. Out of these 107 items, 4 items belong to BDL, providing
an opportunity for your company to scale up its operations.
Furthermore, on August 28, 2022, the Ministry of Defence issued a 3rd
Positive Indigenization list of 780 Line Replacement Units (LRUs)/sub-systems for
indigenization by DPSUs, with an embargo on imports beyond the specified timelines.Out of
these 780 items, 2 items belong to BDL, presenting another opportunity for your company to
expand its operations.
13. MANPOWeR AND ReSeRVAtiON Of POStS fOR SCs/Sts:
13.1 The Company has been following Presidential Directives of the
Government with regard to reservation of posts for SCs/ STs/OBC/EWS in recruitments.
13.2 Total manpower strength as on 31 March 2023 is at 2560
(including four functional directors). Of the total strength, 85 are ex-servicemen, 503
are of Schedule Caste, 209 are of Scheduled Tribes and 781 are of OBC category. The
percentage of Scheduled Caste and Scheduled Tribes in respect of Employees is at 19.65%
and 8.16% respectively.
13.3 The No. of Scheduled Caste, Scheduled Tribes, OBC and EWS in
various categories of posts as on 31 March 2023 is given below:
|
|
|
|
Number
of employees |
|
|
|
|
|
Category |
total
Strength |
Scheduled
Castes |
Scheduled
tribes |
OBC |
ews |
|
31-03-202331-03-2022 |
31-03-2023 |
31-03-2022 |
31-03-2023 |
31-03-2022 |
31-03-2023 |
31-03-2022 |
31-03-2023 |
31-03-2022 |
Group-A |
801 |
755 |
149 |
145 |
86 |
81 |
187 |
158 |
4 |
- |
Group-B |
2 |
65 |
0 |
16 |
0 |
4 |
1 |
22 |
- |
- |
Group-C |
1571 |
1649 |
304 |
316 |
109 |
109 |
525 |
527 |
- |
- |
Group-D |
171 |
189 |
46 |
48 |
14 |
14 |
66 |
72 |
- |
- |
Temporary |
11 |
12 |
4 |
4 |
|
|
2 |
2 |
- |
- |
total |
2556* |
2670* |
503 |
529 |
209 |
208 |
781 |
781 |
4 |
- |
*excluding four functional directors & CVO.
13.4 Recruitment of employees in Scheduled Caste, Scheduled Tribes,
OBC, EWS during 2022-23 is given below:
Classification |
total |
total
Recruitment |
|
Reservation |
|
|
Recruitment
made |
of posts |
Vacancies
Released |
made |
|
of
posts |
|
during
the year 2022-23 |
(1) |
(2) |
(3) |
|
|
(4) |
|
|
|
(5) |
|
|
|
|
SCs |
Sts |
OBC |
ews |
SCs |
Sts |
OBC |
ews |
Group-A |
55 |
45 |
9 |
3 |
11 |
6 |
2 |
3 |
13 |
4 |
Group-B |
1 |
0 |
0 |
0 |
0 |
0 |
0 |
0 |
0 |
0 |
Group-C |
0 |
0 |
0 |
0 |
0 |
0 |
0 |
0 |
0 |
0 |
Group-D |
0 |
0 |
0 |
0 |
0 |
0 |
0 |
0 |
0 |
0 |
Total |
56 |
45 |
9 |
3 |
11 |
6 |
2 |
3 |
13 |
4 |
13.5 employment of Women:
As per the recommendation No.51, Para (ii)(a) of the National
Commission for Women (NCW) in its Annual Report for the year 1995-96, the employment
position of Women as on 31 March 2023 is given below as directed by the Ministry of
Defence, vide their letter Nos. 39(6)/99/D(B&C), dated 27 August 1999. i.
executives
Grade |
No. of
employees |
Women |
Percentage |
I |
2 |
- |
- |
II |
135 |
23 |
17.04 |
III |
127 |
19 |
14.96 |
IV |
241 |
34 |
14.11 |
V |
93 |
10 |
10.75 |
VI |
164 |
14 |
8.54 |
VII |
33 |
2 |
6.06 |
VIII |
7 |
1 |
14.29 |
IX |
1 |
- |
- |
Functional Directors |
3 |
- |
- |
CMD |
1 |
- |
- |
total |
807 |
103 |
12.76 |
* CVO is not included in this report. ii. Non-executives
Grade |
No. of
employees |
Women |
Percentage |
WG-0 |
- |
- |
- |
WG-1 |
3 |
- |
- |
WG-2 |
60 |
11 |
18.33 |
WG-3 |
64 |
6 |
9.38 |
WG-4 |
125 |
23 |
18.40 |
WG-5 |
293 |
18 |
6.14 |
WG-6 |
159 |
30 |
18.87 |
WG-7 |
200 |
30 |
15.00 |
WG-8 |
131 |
16 |
12.21 |
WG-9 |
32 |
3 |
9.38 |
WG-10 |
101 |
4 |
3.96 |
WG-11 |
15 |
- |
- |
WG-12 |
559 |
45 |
8.05 |
total |
1742 |
186 |
10.68 |
13.6 Persons with Disabilities (pwd) as on 31 March 2023:
The total number of Physically Challenged employees as on 31 March 2023
is 98 and its percentage to total employees works out to 3.83%.
|
hI |
ld |
VI |
total |
Group-A |
5 |
6 |
12 |
23 |
Group-B |
0 |
0 |
0 |
0 |
Group-C |
8 |
19 |
39 |
66 |
Group-D |
3 |
2 |
4 |
9 |
total |
16 |
27 |
55 |
98 |
hi- hearing impaired, LD-Locomotive Disability, Vi-Visually impaired.
14. human resourCe deVelopment:
During the year under review, your company conducted training
programmes to enhance the knowledge, skills, and development of its employees. A total of
839 executives and 393 non-executives participated in these training programmes, covering
topics that were knowledge-based, development-oriented, and tailored to meet the
company?s specific needs. The training programs were conducted both in-house and at
external agencies? premises to address both present and future requirements. In
total, 6,063 man-days were devoted to training during the financial year 2022-23.
In addition to the regular training programs, your company organized
several special training initiatives during the year:
1) Mid-Career Development Programme (MCDP): A two-week programme named
"Abhyudaya" was launched for mid-level executives who have completed 15 years of
service in the company. The programme aimed to transform operational managers into
tactical managers. The training content incorporated a Preventive Vigilance Module in line
with CVC guidelines. Sessions on missile technology and Industry 4.0 were conducted to
align with the company?s adoption of Industry 4.0 practices. Furthermore, sessions on
"Healthy lifestyle to reduce stress" and "Yoga" were organized to
encourage executives to adopt a balanced approach for overall well-being. A total of 81
mid-level executives were trained in the MCDP in two batches during the year 2022-23.
2) Induction-cum-Orientation Programme for Management Trainees (MTs): A
four-month programme named "Parichay" was organized for the batch of 2022,
consisting of 34 MTs. The programme aimed to introduce MTs to the organization and equip
them with the necessary knowledge and skills to excel as executives and
contributetowardsachievingorganizationalgoals. The programme covered various aspects of
operations and included interactions with internal and external stakeholders. This
comprehensive training nurtured the MTs to become key contributors to the company?s
success.
Additionally, 25 Technical MTs underwent specialized training at the
Defence Institute of Advanced Technology (DIAT), Pune, focusing on missile technology,
underwater weapons, sonars, rocket launchers, and related areas.
3) On the International Day of Disabled Persons in 2022, an in-house
workshop with the theme "UDAAN-Unleashing the power within" was organized for
all Persons with Disabilities (PwBDs) at BDL. The workshop were specially-abled achievers
in their respective fields. It aimed to motivate and inspire PwBDs to excel in their
duties.
4) A total of 53 women employees received training on "Women
Empowerment and Awareness Programme on POSH Act" during the year 2022-23, focusing on
promoting gender equality and creating awareness about the Prevention of Sexual Harassment
(POSH) Act.
5) The Department of Defence Production (DDP), Ministry of Defence
(MoD), initiated MISSION RAKSHA GYAN SHAKTI with the primary objective of promoting an
intellectual property (IP) culture and encouraging the creation of IP in the defence
production sector. In alignment with this initiative, BDL trained 150 employees through a
customized online training (COLT) module during 2022-23. The programme, with a duration of
approximately 16 hours, concluded with a final assessment consisting of 30 questions to
assess understanding and award a course completion certificate. A minimum score of 60% was
required to obtain the certificate. These training initiatives highlight your
company?s commitment to continuous learning, development, and fostering a conducive
work environment that empowers employees to excel in their roles.
15. PARtiCULARS OfeMPLOYeeS:
There were no employees of the Company who received remuneration in
excess of the limits prescribed under Rule 5 of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014. Further, in accordance with Ministry of
Corporate Affairs Notification No. GSR 463(E) dated June 05, 2015, Government Companies
are exempt from Section 197 of the Companies Act, 2013 and its rules thereof.
16. fOReiGN ViSitS:
Your Company incurred an expenditure of around 2.44 Crore during the
year under report towards foreign travel for business trips.
17. iNDUStRiAL ReLAtiONS AND eMPLOYee WeLfARe:
Your company maintains cordial and harmonious industrial relations,
thanks to the cooperation and support of all employee sections, including the Recognized
Trade Union, associations representing SC, ST, OBC, Ex-Servicemen, and Officers. Statutory
and non-statutory committees such as the Works Committee, Safety Committee, Canteen
Managing Committee, and Welfare Committee contribute to maintaining discipline in the
workplace.
Secret Ballot Elections were conducted simultaneously in all units of
Bharat Dynamics Limited on May 6, 2022, by the Labour Department (Central) in Hyderabad to
verify the membership of Trade Unions. In the elections, Bharat Dynamics Employees Trade
Union Congress (BDETUC) Regd. No. A-4511 secured the majority of votes. Following the
recommendations of the Ministry of Labour & Employment, the management has recognized
Bharat Dynamics Employees Trade Union Congress (BDETUC) as the representative Union for
the workers of the company for a period of two years starting from June 24, 2022.
Your company meticulously follows compliance with statutory welfare
provisions. A Post Superannuation Medical Benefit Scheme is in place to address the
medical needs of retired employees and their family members. The Recognized Trade Union,
along with all the associations, extends full support to the management for the smooth
functioning of the organization.
18. SeCURitY:
The Central Industrial Security Force (CISF) is responsible for
providing security and fire services at both the Kanchanbagh and Bhanur Units. Throughout
the year, CISF has played a crucial role in ensuring the security and protection of the
company?s property. The CISF team has implemented robust security measures, combining
physical measures and advanced technology to maintainthesecurityofhighly To oversee the
security arrangements and the implementation of Intelligence Bureau (IB) guidelines, the
Plant Security Council is in place. Regular security review meetings are conducted by both
the management and CISF to enhance In addition to computerized photo identity cards, a
Biometric Access Control System has been implemented to prevent unauthorized entry. CCTV
cameras are installed throughout the factory premises to expand the coverage of CCTV
surveillance. Door frames, metal detectors, and X-ray baggage machines are also utilized.
Barricades, boom barriers, and mochas are provided to reinforce physical security
measures.
Regular security awareness programs are conducted, along with the
observation of Security Week and Fire Week. Employees are sensitized to security threats
and educated on the appropriate actions to be taken during emergencies and fire accidents.
19. SAfetY:
Your company places a strong emphasis on maintaining Safety, Health,
and Environment (SHE) standards. The Industrial Safety Committee and Explosive Safety
Committee meet regularly to monitor SHE carried out in compliance with the Factories Act
of 1948, while explosive safety strictly adheres to the regulations set by the Storage
& Transport of Explosive Committee (STEC-2017) under the Centre for Fire, Explosive
& Environment Safety (CFEES), Ministry of Defence, New Delhi. The safety committee
meetings are held periodically to ensure adherence to statutory norms, and any
safety-related issues are reviewed by the General Manager/Unit Head for compliance.
Industrial safety audits are conducted by the Joint Chief Inspector of
Factories, Telangana State, and any observations made are duly addressed. Annual explosive
safety audits are conducted by the Centre for Fire, Explosive & Environment Safety
(CFEES) in New Delhi, and necessary actions are taken based on their observations. The
company successfully completed the external Environmental Management System (EMS)
certification audit in March 2023, without The 52nd National Safety Day Campaign was
observed from March 4 to March 11, 2023. Various activities were conducted throughout the
week, including the administration of safety pledges at workstations, distribution of
safety badges, display of safety day banners, and competitions such as safety slogans,
essays, and elocutions in Hindi, Telugu, and English. Safety quizzes and demonstrations on
basic first aid and firefighting were also organized as part of safety promotional
activities In terms of training programs, both in-house and external training sessions are
regularly conducted for employees on industrial and explosive safety. Special medical
check-ups are carried out for employees working in Electroplating and Canteen areas, while
periodic medical check-ups are conducted for employees in other departments. Fire mock
drills are performed at regular intervals to ensure preparedness for firefighting
situations.
The Safety Engineering Department maintains regular communication with
the Inspector of Factories, the Telangana State Pollution Control Board (TSPCB), and the
Centre for Fire, Explosive & Environment Safety (CFEES) at the Ministry of Defence,
New Delhi, to stay updated on any guidelines or updates for necessary compliance.
20. eNViRONMeNt AND POLLUtiON CONtROL:
As per the company?s environmental policy, your company is
committed to manufacturing and supplying defence products to the Indian armed forces in an
environmentally friendly manner. The key environmental commitments include:
Protectingtheenvironmentandpreventingalltypesof pollution.
Fulfilling compliance obligations.
Conserving natural resources.
Continually improving to enhance environmental performance.
All three units of BDL, namely Kanchanbagh, Bhanur, and Visakhapatnam,
have been recommended for ISO 14001:2015 (EMS) certification. External auditors conducted
an audit from March 6th to March 11th, 2023, to assess pollution levels and compliance
with legal requirements as part of the re-certification process. The company has issued a
circular to discourage the use of plastics, and e-waste and hazardous waste are disposed
of through agencies registered with the Pollution Control Board. Solid waste, such as
ferrous and non-ferrous metals, is disposed of through M/s MSTC, a government undertaking.
Biomedical waste is also appropriately disposed of through an agency registered with the
Pollution Control Board, and proper housekeeping practices are maintained on the premises.
Your company has implemented a Zero Liquid Discharge system, wherein
treated water from the effluent treatment plant undergoes additionaltreatment through
reverse osmosis (RO). The RO treated water is then utilized in the Demineralized Water
(DM) plant for producing DM Water, which is used in the Electroplating Shop, CNC machines,
and flow forming machines in the Workshops. Treated water from the sewage treatment plant
is also utilized for gardening purposes within the premises. Internal audits and
surveillance audits are conducted at regular intervals by certification bodies for all
units. The disposal of solid and hazardous waste is carried out through certified
agencies, and environmental parameters, including ambient air quality, stack quality of DG
sets/venturi scrubbers, sewage treatment plants, effluent treatment plants, and noise
levels, are tested as per specified frequencies. Additionally, water quantity is monitored
using separate water meters, and also electricity consumption is monitored to comply with
consent conditions. its commitment to environmental sustainability and compliance
Byimplementing with environmental regulations.
Celebration of WORLDeNViRONMeNt DAY 2022:
World Environment Day 2022 was celebrated with great enthusiasm at all
the units of BDL. To mark the occasion, banners highlighting the importance of
environmental conservation were displayed at prominent locations, and saplings were
planted on June 6, 2022. Slogan, essay writing, and quiz competitions were organized,
focusing on the theme "Only One Earth - Care and Conserve," which emphasizes the
need to live sustainably in harmony with nature. Prizes were awarded to the winners during
the valedictory function.
As part of the celebrations, Dr. G.V. Ramanjaneyulu, Executive Director
from the Centre for Sustainable Agriculture, delivered a guest lecture. The lecture
covered various topics related to environmental awareness, such as environment and
sustainable agriculture, organic and natural farming practices, building community
marketing systems that connect farmer cooperatives directly with consumers, the
relationship between food and the environment, climate change emergencies, and managing
productive resources.
The celebration of World Environment Day served as a platform to raise
awareness about environmental issues and promote sustainable practices, with a focus on
preserving and protecting our planet for future generations
21. QUALitY:
All production divisions/units including Akash, CP-IGMP, Design &
Engineering, Electronics Division of Kanchanbagh Unit, Bhanur, and Visakhapatnam Units are
certified with AS 9100D, an aerospace quality management system standard. Kanchanbagh,
Bhanur, and Visakhapatnam Units are also certified with ISO 14001:2015 (EMS), which is an
environmental management system standard. The Corporate Office is certified with ISO
9001:2015 (QMS), which focuses on quality management systems. The Material Testing Lab,
Electronics Lab, and Standard Labs are certified with ISO/IEC 17025:2017, which pertains
to the competence of testing and calibration laboratories. The Electronics Division is
certified with AFQMS (Air Force Quality Management System). Furthermore, BDL holds the
ISO/IEC 27001:2013 certification for information security management systems (ISMS).
Internal audits for all ISO/AS certified divisions are conducted by the company?s own
internal auditors, while surveillance audits are carried out by certification bodies as
per the prescribed frequency. Akash Division of the Kanchanbagh unit has recently been
re-certified with the Aerospace standard (AS9100:2016) by M/s Novo Star Management Systems
Solutions India Pvt. Ltd., Bengaluru.
In addition to these certifications, your company is committed to
continuously improving customer satisfaction through customer meets and interactions with
users. Corrective actions are implemented wherever necessary to drive improvement in
processes and meet customer expectations.
22. OffiCiAL LANGUAGe (OL) iMPLeMeNtAtiON:
Implementation of the Official Language (OL) Act-1963 (as amended 1967)
and its rules are strictly followed by the company. Quarterly OLIC (Official Language
Implementation Committee) meetings are regularly held under the Chairmanship of the CMD
and Directors, and quarterly progress reports on the use of the official language are
submitted to the relevant authorities. In compliance with the OL Act and Presidential
Orders, all papers presented before the Parliament, the Annual Report of the Company, MoU
with MoD, and briefs for various Parliamentary Committees and delegations are prepared in
bilingual form and submitted.
The First Sub-Committee of the Parliamentary Committee on Official
Language inspected and reviewed the OL implementation in BDL-Bhanur Unit on 12th November
2022. The committee, headed by Ramchandra Jangada, appreciated BDL?s efforts in
implementing the OL.
Inspections on OL implementation in the Bhanur Unit were conducted by
the Assistant Director (OL) and Senior Translation Officer from the DDP, MoD on 19th
October 2022. The reports received acknowledged the efforts made by BDL. Hindi Fortnight
was celebrated from 14th to 27th September 2022 at the Corporate Office and its units.
Various competitions were conducted during the fortnight for the officers and employees of
the Corporate Office, Kanchanbagh Unit, Bhanur Unit, and Visakhapatnam Unit. The
valedictory program of the Hindi Fortnight was conducted on 27th September 2022 under the
chairmanship of the CMD, BDL. Cash awards were presented to the competition winners, as
well as to officers and employees who made significant contributions in Hindi throughout
the year The Town Official Language Implementation Committee of PSUs (TOLIC), Hyderabad,
which consists of 48 member offices, was honored with the "Kshetriya Rajbhasha
Puraskar" under Region C? for best implementation of the official language
for the years 2020-21 and 2021-22. The award, which includes the "Rajbhasha
Shield," was received by Shri P Radhakrishna, Director (Production), BDL, on behalf
of the CMD, BDL and Chairman of TOLIC (U). Shri Homnidhi Sharma, Dy. General Manager
(HR-OL) and Member Secretary of TOLIC (U), also received a certificate of merit for his
outstanding contribution.
BDL is assigned with the functioning of TOLIC (U) with 48 member
offices. Regular half-yearly meetings are organized in May and October. During these
meetings, the 19th issue of PATHIK,? the house journal of the committee, was
released, and TOLIC
Shield/Trophy/Cup and Best Magazine awards for the year 2021-22 were
presented. The meetings were chaired by the CMD of BDL and Chairman of TOLIC (U).
Under the auspices of TOLIC (U), an orientation program on OL was
organized for office heads, administrative heads, Hindi officers, and staff members of
member offices on 24th December 2022. A joint Hindi workshop for small member offices of
the Town Official Language Implementation Committee was organized on 20th January 2023.
Additionally, a special online lecture on " " (Lost and found in Translation)
was organized on 29th March 2023, with guest speaker Dr. Shrinarayana Singh, a retired
director.
On the occasion of the visit of the Hon?ble Raksha Mantri to
BDL-Bhanur Unit on 2nd July 2022, all product literature, promotional material, and
banners were prepared and made available in bilingual form. Shri Homnidhi Sharma, DGM
(HR-OL), served as the master of ceremonies for the programme. During Republic Day,
Independence Day celebrations, Vigilance Awareness Week, Swachhata Pakhawada, and
Constitution Day, the CMD of the organization addressed the audience in and the pledge was
taken in both languages.
The company?s website in Hindi is regularly updated in compliance
with the directives of the Government of India. Officers and employees of the organization
participate in Inter PSU Competitions conducted by TOLIC (U) and have won six prizes. To
promote and propagate Hindi and encourage reading habits among the officers and employees,
various Hindi magazines and newspapers are regularly subscribed to, and popular Hindi
books on all subjects are purchased annually, as per the directives of the Department of
Official Language (DOL).
23 ViGiLANCe:
23.1 Preventive/ proactive vigilance has been the primary objective
of Vigilance Department of the Company. As a part of its proactive vigilance measure, the
department has issued 25 Systemic Improvement Suggestions in the areas of e-reverse
auction, Recruitment, Departmental Promotion, Reservation, Sensitive Area Rotation, Civil
works and Service Contracts, Township Administration etc. and of which many have been
implemented by the Management during the year under report. Brief of all the Systemic
Improvements have been hosted on BDL website https://bdl-indiain .
23.2 In furtherance of its preventive vigilance approach, as
directed by Hon?ble CVC for institutionalizationof preventive vigilance module in
PSUs, a 15 days mid-career training program? for executives spanning three
weeks in the mid-management level has been incorporated into the training calendar of the
company for the year under report. A part of this, two batches of executives (each batch
consisting 40) have been trained in areas of Preventive Vigilance, Financial Management,
Strategic Management, Human Resources, Negotiation Skills, Data Analysis, Preventive
Vigilance and Outbound Model Village visit among others.
23.3 Being an extended arm of the Central Vigilance Commission
(CVC), New Delhi, the department has submitted Various reports (e.g. Monthly, Quarterly,
Annual & CTE Type) to the Commission and also to Ministry of Defence and to the Board
of the Company. The Department has also issued vigilance clearances to employees in cases
of Recruitment, Promotion, Absorption, Confirmation, Foreign visits, for postings in
sensitive areas etc. The department has also accorded priority handling the complaints as
per the complaint handling policy of the CVC.
23.4 Observation of Vigilance Awareness Week is an integral part of
the Vigilance department. As directed by the Central Vigilance Commission, Vigilance
Awareness Week (VAW)-2022 with the theme " ; Corruption-free India for a Developed
Nation" was observed across units of Bharat Dynamics Limited from 31.10.2022 to
06.11.2022. The observance of VAW-2022 commenced with Director(Production)
Shri.P.Radhakrishna administering integrity pledge for citizens? at 11 AM on
31.10.2022 at Visakhapatnam Unit and Ibrahimpatnam Unit participated in the ceremony
through video-conference and took integrity pledge. This was followed by reading out
messages of Hon?ble President of India, Hon?ble Vice-President of India,
Hon?ble Prime Minister of India by Directors and message of CVC by CVO to the august
gathering. The program was live across units of the Company through video conference. A
total of 2725 employees of BDL have taken the Integrity Pledge during observance of
vigilance awareness week.
23.5 In order to create awareness on vigilance and the importance
of it in day-to-day life, various competitions such as Essay Writing, Elocution, Slogan
Writing, Poster/Collage making on issues relating to Anti-corruption were conducted in
online mode for employees, spouse and children of employees during the Vigilance Awareness
Week-2022.
23.6 As a part of Vigilance Awareness Week 2022, Sensitization
programsforemployeesonmattersrelatingto the Role of
CVC, CVO and Vigilance, Complaint Policy of CVC, Disciplinary
Proceedings procedure and procurement procedure etc. were conducted across units of the
company during the Vigilance Awareness Week-2022. To spread awareness on the theme of
" ; Corruption-free India for a Developed Nation" and to sensitize employees of
BDL and public at large, banners on the theme were displayed at conspicuous places across
units of the Company and in public places too. To promote citizens to take CVC
e-integrity pledge?, a link of CVC website was hosted in the BDL website. Short
telephonic messages were sent to all employees encouraging to be a part of "Vigilance
Awareness Week-2022" and to take integrity pledge clicking the link
http://pledge.cvc.nic.in
23.7 In order to spread awareness about the ill-effect of
corruption on society and the importance of self-reliance & integrity in life, a Gram
Sabha was conducted on 02.11.2022 at Yadgarpally Village, Keesara Mandal, Telangana
wherein 300 citizens including farmers, workers of MGNREGA, women, school students were
present. Dr. Upender Vennam, CVO administered integrity pledge for citizens? to
the gathering in Telugu language and spoke about the importance of observance of Vigilance
Awareness Week. Village Sarpanch, Shri P. Raju spoke on this occasion and emphasized on
the responsibility of citizens towards nation building. Other Gram Panchayat members
present in the Gram Sabha also addressed the gathering. A Skit with anti-corruption
message was organized during the event.
23.8 A Vendor Meet was organized by Corporate Commercial Dept. of
BDL on 01.11.2022 at Bhanur Unit, wherein, vendors from across India were invited to be a
part of business prospects of BDL and more than 175 vendors were participated. Shri P
Radhakrishna, Director (Production) inaugurated the meet and spoke on the importance of
contribution of vendors in the success of BDL. Company?s Independent External
Monitors Shri J K Khanna, IPS (Retd.) and Shri A Seshagiri Rao, IRSSE (Retd.) participated
in the meet through video-conferencing and addressed the gathering. On this occasion, CVO,
Dr. Upender Vennam administered integrity pledge for citizens? to vendors and
emphasized on Multiple Vendor Development to reduce dependency, increase competitiveness
and to ensure transparency and accountability. ED (Head-Bhanur Unit), GM (VU), GM
(Head-KBU), GM (TSD & REF) were present in the meet and addressed the gathering. An
online vendor payment module was also launched by Director (Production) during the meet.
23.9 A Walkathon was organized by Bhanur Unit at Bulkapur village
on 01.11.2022 to spread the messages to public on anti-corruption. CVO, Dr. Upender Vennam
and Cmde G R Pradhan (Retd.), ED (Bhanur Unit) flagged off the walkathon at Bulkapur along
with village representatives and participated in the walkathon. A Grama sabha was
organized in the village and public were apprised of the need to ensure integrity in their
day-to-day life. Placards and banners with slogans on ill-effects of corruption were
displayed.
"CHETANA??- annual vigilance newsletter released during
valedictory function of VAW-2022 by Chief Guest Shri Mahesh Bhagwat, IPS, Commissioner of
Police, Rachakonda Police Commissionerate, Telangana 23.10 The observance of
Vigilance Awareness Week-2022 concluded with a valedictory function organized on
07.11.2022 at Kanchanbagh Unit of the Company. Shri Mahesh Bhagwat, IPS, Commissioner of
Police, Rachakonda Police Commissionerate, Telangana graced the occasion as Chief Guest
and delivered a key note address to the employees. Shri Mahesh Bhagwat shared his
experience with the audience and emphasized on how un-checked corrupt activities ruin
entire country. The program was attended by Directors, CVO and other senior executives.
The dignitaries motivated the employees to practice ethical behavior at all times and
contribute towards Organization and Nation building.
24. ANti-BRiBeRY AND ANti-CORRUPtiON POLiCY:
Your company has zero tolerance approach to bribery and corruption.
Your company prohibits all forms of bribery and corruption whether involving, but not
limited to GovernmentOfficialsor a Private Sector persons or Company and whether directly
or indirectly. The Board of Directors had approved a policy on Anti-Bribery and
Anti-Corruption and the same was hosted on
in/sites/default/files/2023-01/2023-02/ACAB%20Policy.pdfwebsiteoftheCompanyhttps://bdl-india.
25. BOARD Of DiReCtORS:
25.1 The Board of Directors of the Company comprises Functional
Directors, Government Nominee Directors and Independent Directors (i.e Non Official Part
Time Directors) who are appointed by the Government of India from time to time. Further,
the tenure and remuneration of Functional Directors including Chairman and Managing
Director are decided by the Government of India through Public Enterprises Selection
Board/Search Committee. The Government communication also indicates the detailed terms and
conditions of their appointment including a provision for the applicability of the
relevant rules of the Company.
25.2 The Government Nominee Directors are not entitled to any
remuneration/sitting fee. The Independent Directors (i.e. Non Official Part Time
Directors) are entitled to sitting fees for attending the Board/Committee meetings as
approved by the Board, in line with the government directives, statutory acts, rules and
regulations.
25.3 independent Directors (i.e. Non Official Parttime
Directors)
The Ministry of Defence, Government of India vide its letter No.
No.DDP-M0001(11)/1/2018/D(BDL) dated 24.02.2023 appointed one new Independent Director
viz., Shri. Jashwant Lal as Part-time Non-Official Directors w.e.f 24 February 2023 for a
period of three years or until further orders whichever is the earliest.
Statement on declaration byindependent Directors:
Independent Directors have given declarations u/s 149(7) of the
Companies Act, 2013 that they meet the criteria of independence as laid down u/s 149 (6)
of the said Act.
25.4 During the year, the Ministry of Defence, Department of
Defence Production, Government of India, through its Office Memorandum No.8 (32)/2019-D
(Coord/DDP) dated 14.09.2022, appointed Shri. Anurag Bajpai, JS (DIP), as the Part- on the
Board of the Company, replacing Shri. Chandraker Bharti. The Board TimeOfficial
acknowledges and appreciates the valuable contributions made by Shri. Chandraker Bharti
during his tenure.
25.5 During the year, Shri. N.P Diwakar, Director (Technical),
superannuated on 31 August 2022, and his term as Director on the Board of BDL concluded
upon his superannuation. The Board expresses its gratitude for the valuable contributions
made by him during his tenure. The Ministry of Defence, Department of Defence Production,
Government of India, through its Office Memorandum No.DDP-M0001(11)/04/2021-D(BDL) Pt.1
dated 29.12.2022, appointed Cmde A. Madhavarao as Director (Technical) in place of Shri.
N.P. Diwakar. Cmde. A. Madhavarao assumed the position of Director (Technical) with effect
from 02 January 2023.
25.6 Cmde.Siddharth Mishra, Chairman & Managing Director,
superannuated on 31 March 2023, and his term as Director on the Board of BDL concluded
upon his superannuation. The Ministry of Defence, Department of Defence Production,
Government of India, through its Office Memorandum No.M0001(24)/1/2022-D(BDL) dated
31.03.2023, assigned the additional charge of CMD, BDL to Shri. P. Radhakrishna, Director
(Production) w.e.f 01 April 2023 to 30 June 2023. The Board expresses its appreciation for
the valuable contributions made by Cmde. Siddharth Mishra during his tenure. 25.7
In accordance with the provisions of Section 152 of the Companies Act, Shri. N.
Srinivasulu, Director (Finance), retires by rotation at the ensuing Annual General Meeting
and, being eligible, offers himself for reappointment.
25.8 Number of Meetings of Board :
During the year 2022-23, Six (6) Board Meetings were held on 26 May
2022, 12 August 2022, 26 September 2022, 11 November 2022, 07 February 2023 and 31 March
2023.
25.7 Performance evaluation:
The provisions of Section 134(3)(p) of the Companies Act, 2013 relating
to to your Company since necessary exemptions are provided to all government granted to
your Company by Securities Exchange Board of India (SEBI) under the provisions of SEBI
(Listing Obligations Disclosure Requirements {LODR}) Regulations, 2015 vide their letter
No. SEBI/HO/CFD/DIL1/OW/P/2018/1679/1 dated January 17, 2018.
26. DiReCtORS? ReSPONSiBiLitY StAteMeNt:
As per Section 134(3)(C) and 134(5) of the Companies Act, 2013 as
amended, the Directors state that:
(i) In the preparation of the annual accounts, the applicable
Accounting Standards have been followed along with proper explanation relating to material
departures.
(ii) The Directors had selected such accounting policies and applied
them consistently and judgments and estimates made are reasonable and prudent so as to
give a true and fair view of the state of affairs of the Company as at 31 March 2023 and
of the profit of the Company for the year ended on that date.
(iii) Directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the provisions of the
Companies Act, 2013 for safeguarding the assets of the Company and for preventing and
detecting fraud and other irregularities.
(iv) Directors have prepared the annual accounts on a going concern
basis.
(v) Directors have laid down internal financial controls which are
being followed by the Company and that such internal financial controls were adequate and
operating effectively and (vi) The Directors have devised proper systems to ensure
compliance with the provisions of all applicable laws and that such systems were adequate
and operating effectively.
27. SiGNifiCANt AND MAteRiAL ORDeRS:
There are no significant and material orders passed by the regulators
or courts or tribunals impacting the going concern status and Company?s operations in
future.
28. eVeNtS SUBSeQUeNt tO the DAte OffiNANCiAL StAteMeNtS: the
financial position Materialchangesandcommitmentsaffecting of the company which have
occurred between 31 March 2023 and date of signing of this Report are - Nil.
29. AUDit COMMittee:
During the year 2022-23, Four Audit Committee meetings were held to
review internal control systems and their adequacy, including coverage of Audit functions.
Details of composition, terms of reference, etc., are covered in Governance.
30. CORPORAte SOCiAL ReSPONSiBiLitY AND SUStAiNABiLitY DeVeLOPMeNt:
30.1 Pursuant to the provisions of Section 135 of the Companies
Act, 2013 and The Companies (Corporate Social Responsibility) Rules, 2014 read with
various clarifications/amendments issued by Ministry of Corporate Affairs & DPE
guidelines, the Company has undertaken various activities as per the CSR Policy. The line
with the Schedule-VII of the Companies Act-2013, which are duly incorporated in CSR policy
and forms the guiding principle for all our programmes. The Board of Directors of your
Company has Board Level Committee on Corporate Social Responsibility and Sustainable
Development (CSR & SD) (please refer Corporate Governance Report) in line with the
provisions of Section 135 of the Companies Act, 2013. The Committee has formulated and
recommended CSR Policy to the Board indicating the projects/activitiesto be undertaken by
the Company as specified in Schedule VII of Act, 2013.
30.2 Your Company has been very conscious about its
responsibilities towards society. Your Company has also ventured into backward/ under
developed areas in Andhra Pradesh and Telangana to undertake Corporate Social
Responsibility (CSR) activities by sponsoring various schemes.
30.3 The core areas of focus under CSR are Health Care, Nutrition,
Education & Literacy, Skill Development & Sustainable Livelihoods, Sanitation,
Safe Drinking Water etc. Your company also adopted villages in Andhra Pradesh and
Telangana State under Corporate Social Responsibility initiative and the focus is on the
necessities of human life health, water and other conveniences.
30.4 The CSR and SD activities are monitored periodically by the
Committee and a detailed annual report on activities undertaken during the year 2022-23 is
enclosedas Annexure-i. 30.5 During the year 2022-23, the CSR & SD obligation
was 1212.14 lakh. Against the target, the company has incurred an expenditure of 1319.32
lakh and achieved 100% CSR target amount required under the provisions of Companies Act,
2013. CSR activities being undertaken are placed on Company?s
websitehttps://bdl-india.in/sites/default/files/2022-09/ CSR.pdf
31. RiSK MANAGeMeNt:
The Company has a Board approved Risk Management Policy. The policy
aims at elimination or reduction of risk exposures through identification and analysis of
various types of risks and facilitating timely action for taking risk mitigation measures.
The policy envisages that all programs, project reviews will highlight the progress of
risk mitigation plans till the closure and signing off the mitigation plans.
Pursuant to the Reg. 21 of SEBI (LODR) Regulations, 2015, the Company
has constituted a Risk Management Committee. The details of Committee and its terms of
reference, Risk Management Policy etc. are set out in the Corporate Governance Report.
32. ANNUAL RetURN:
In accordance with the provisions of the Companies Act, 2013, Annual
Return of the Company for the year under report is available on the Company?s website
https://bdl-india.in/annual-reports
33. ReLAteD PARtY tRANSACtiONS:
There are no materially significant related party transactions during
the year under review which may have a potential conflict with the interest of the Company
at large. Thus, disclosure in Form AOC-2 is not required. Members may refer to the notes
to the accounts for details of related party transactions. The policy for related party
transaction has been uploaded on the Company?s website
https://bdl-india.in/sites/default/
files/2023-06/Policy%20on%20Related%20Party%20Transactions.pdf
34. PARtiCULARS Of LOANS, GUARANteeS OR iNVeStMeNtS:
Details of Loans, Guarantees and Investments covered under the
provisions of Section 186 of the Companies Act, 2013 are given in the notes to the
Financial Statement
35. iNteRNAL CONtROL SYSteMS:
Your Company had put in place all required internal controls and
systems to meet the canons offinancial propriety. External audit firms are appointed to
ensure their adequacy and report thereon. Detailed analysis of reports of Internal Audit
Firms as well as reports of Internal Audit Department of your Company is placed before the
Audit Committee for its review and advice. The adequacy of internal control procedures are
reviewed and reported by Statutory Auditors in their Audit Report. The necessary
disclosures have been made in Notes to Accounts. Your Company being a Government Company
is subject to Government Audit also.
36 . audItors:
Statutory Auditor:
M/s.G.Natesan & Co., Chartered Accountants, Hyderabad were
appointed as Statutory Auditors of the Company for the financial Year 2022-23 by the
Comptroller & Auditor General of India. The Auditors have audited the Accounts and
does not contain any qualification, reservation or adverse remarks The Auditors?
Report on the financial statements for the financial year 2022-23 and the Comments of
Comptroller and Auditor General of India (C&AG) under Section 143 (6) of the Companies
Act, 2013 are appended to the Annual Report.
Cost Auditor:
Your Company appointed M/s. Narasimha Murthy & Co., Cost
Accountants, Hyderabad as Cost Auditors for the FY 2022-23 for the audit of the cost
records of the Company. The Company maintains cost records as specified by the Central
Government under section 148(1) of the Companies Act, 2013 in respect of its manufacturing
activities.
Secretarial Auditor:
Pursuant to theprovisionsofSection204 of the Companies Act, 2013 and
The Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014 (as amended), the Company has
appointed M/s.Narender & Associates, Practicing Company Secretaries (PCS Registration
No.5024) for the financial year 2022-23 to undertake the Secretarial Audit of the Company.
The Secretarial Audit Report is enclosed as Annexure-ii.
37. CeO / CfO CeRtifiCAtiON:
As per the requirements of SEBI Listing Regulations and DPE Guidelines,
the CEO/CFO certificate has been obtained and placed before the Audit Committee and the
Board.
38. RePORtiNG Of fRAUDS BY AUDitORS:
During the year, neither the Statutory Auditor nor the Secretarial
Auditor have reported to the Audit Committee/Board under Section 143(2) of the Companies
Act, 2013, any instance of fraud committed against the Company by its officers or
employees, the details of which needs to be mentioned in the Board?s Report.
39. MANAGeMeNt DiSCUSSiON AND ANALYSiS RePORt:
Management Discussion and Analysis Report required under the SEBI
(LODR) Regulations, 2015 and also under the DPE
Guidelines on Corporate Governance for Central Public Sector
Enterprises (CPSEs), is attached to this Report as Annexure iii. 40. CORPORAte
GOVeRNANCe: 40.1 Corporate Governance is about application of best management
practices, compliance of laws and adherence to ethical standards to achieve Company?s
objective of enhancing stakeholders? value and discharge of social responsibility. 40.2
The Company has a well-established, transparent and fair administrative set up to provide
for professionalism and accountability.
40.3 As per the guidelines on Corporate Governance for CPSEs issued
by DPE vide its OM No. 18 (8)/2005-GM, dated 14 May 2010 and in terms of the SEBI (LODR)
Regulations, 2015, Report on Corporate Governance along with Certificate on compliance of
conditions on Corporate Governance from a Practicing Company Secretary are attached to
this report as
Annexure-iV.
40.4 Quarterly and Yearly compliance reports on Corporate
Governance are being forwarded to Stock Exchanges and MoD in the prescribed format. Your
Company received "Excellent" rating from MoD for compliance of Corporate
Governance under DPE Guidelines for the year 2022-23.
41. DiSCLOSURe UNDeR the SeXUAL hARASSMeNt Of WOMeN At WORKPLACe
(PReVeNtiON, PROhiBitiON & ReDReSSAL) ACt, 2013:
The Sexual Harassment of Women at Workplace (Prevention, Prohibition
and Redressal) Act, 2013 has been notified in the Company. In line with the Guidelines
received from time to time, necessary actions have been taken to prevent Sexual Harassment
of Women at Workplace. The BDL CDA Rules applicable to Officers and the Certified Standing
Orders applicable to Workmen have the required provisions in this regard. The Internal
Complaints Committees as per Section 4 of the Act have been put in place. During the year
2022-23, your Company has not received any Sexual harassment complaints.
42. COMPLiANCe UNDeR the RiGht tO iNfORMAtiON ACt, 2005:
The information required to be provided to citizens under Section
4(1)(b)of Right to Information Act, 2005 is placed on Company?s Website
https://bdl-india.in/sites/default/files/2023-05/Information%20on%20BDL%20Mandatory%20disclosures%20in%20
Accordance%20with%20RTI%20May%202023.pdf. It contains general information of the Company,
functions, powers and duties of employees/officers, decisions making process, rules,
regulations, manuals and records held by the Company, directory of the Company?s
Officers, pay scales of officers/ employees and procedure for seeking information and
inspection of records. The Company has nominated a Central Public Information Officer of
Senior Manager Level to attend to queries and appeals. Further, during the year 2022-23
Company received 190 applications/queries, out of which 188 applications are disposed-off
expect for 2 (Two) RTI queries which are under process. Further 18 appeals are received
and disposed-off by Final Appellate Authority.
43. ViGiL MeChANiSM/ WhiStLe BLOWeR POLiCY:
Pursuant to the provisions of the Section 177(9) of the Companies Act,
2013 read with Rule (7) of the Companies (Meeting of the Board & its Power) Rules,
2014 (as amended) and DPE Guidelines for CPSEs, the Board of Directors had approved the
policy on Whistleblower/Vigil Mechanism and the same was hosted on website of the Company
https://bdl-india.in/sites/default/
files/2020-01/Whistle%20blower%20Policy%20%26%20Vigil%20Mechanism_0.pdf. The policy
inter-alia provides a direct access to the Chairman of the Audit Committee. Employees are
encouraged to raise any of their concerns by way of whistle blowing and none of the
employees have been denied access to the Audit Committee.
44. BUSiNeSS ReSPONSiBiLitY AND SUStAiNABiLitY RePORt:
The Securities and Exchange Board of India (SEBI) has mandated
inclusion of Business Responsibility and Sustainability Report ("BRSR report")
as part of the Annual Report based on market capitalization. In terms of amendment to
regulation 34 (2) (f) of LODR Regulations vide Gazette notification no.
SEBI/LAD-NRO/GN/2021/22 dated May 05, 2021, SEBI has introduce new reporting requirements
on ESG parameters called the Business Responsibility and Sustainability Report (BRSR).
Your Company has prepared a comprehensive policy framework for BRSR report, after studying
the SEBI (LODR) Regulations, 2015 requirements and keeping in view the business and
governance environment in which BDL as a Defence PSU operates. The Company?s BRSR
report for the financial year 2022-23 is appended to the Annual Report.
45. DiViDeND DiStRiBUtiON POLiCY:
In terms of SEBI (LODR) Regulations,2015 (as amended), dividend
distribution policy has been adopted by your company to set out the parameters and
circumstances that will be taken into account by the Board in determining the distribution
of dividend to its shareholders and/or retaining the profit into the business. The policy
is available on the BDL?s websitehttps://bdl-india.in/
sites/default/files/2020-01/Dividend%20Distribution%20Policy_0.pdf
46 . aCKnowledgement:
46.1 Your Directors gratefully acknowledge and express their
appreciation for the cooperation extended and guidance provided by various Government
Agencies, including the Ministry of Defence, DPSUs, Department of Defence Production, DRDO
Laboratories, Central Government Departments, State Governments of
Telangana and Andhra Pradesh, Quality Assurance Agencies of the Government of India, and
other PSUs. Their support has been invaluable to the Company, and your Directors are
grateful for the assistance received from them on various occasions.
46.2 The Company would like to extend its sincere appreciation to
the Comptroller & Auditor General of India, the Principal Director of Commercial Audit
& Ex-officio Member, Audit Board, Statutory Auditors, Bankers, and Suppliers for their
cooperation, support, and guidance. Their contributions have been instrumental in ensuring
the smooth functioning and financial integrity of the Company.
46.3 The Directors take this opportunity to express their deep
appreciation cooperationof the forthevaluablecontributionsand employees at all levels.
Their dedication, hard work, and commitment have played a crucial role in propelling the
Company to greater heights and sustaining its growth trajectory. The Directors recognize
and acknowledge the employees? efforts and extend their gratitude for their continued
support in the future.
for and on behalf of the Board
|
P
Radhakrishna |
|
Director
(Production) & |
Place : hyderabad |
Chairman
& Managing Director (Addl. Charge) |
Date : 25 May 2023 |
DiN: 08437975 |