Bombay Burmah Trading Corporation Ltd

<dhhead>BOARD’S REPORT</dhhead>

Your Directors hereby present their 159^th Annual Report together with Audited Financial Statements for the year ended 31^st March 2024:

b) Overview of Performance

During the FY 2023-24, the Corporation achieved a total revenue of Rs. 38,275 lakhs compared to Rs. 33,468 lakhs in FY 2022-23 (Previous Year). This includes dividend of Rs. 9,728 lakhs from overseas subsidiary as compared to Rs. 4,890 lakhs in the previous year. Thus, the total revenue of Rs. 38,275 lakhs at operating level for FY 2023-24 was higher compared to Rs. 33,468 lakhs for the previous year.

i. Tea:

Overall tea production, including bought leaf was higher at 42.28 lakhs kgs as compared to 37.38 lakhs kgs for the previous year. Total tea sales were at 40.11 lakhs kgs as compared to 39.97 lakhs kgs for previous year. The average selling price of tea was at Rs. 143 per kg as against Rs. 148 per kg for the previous year. Tea division continued to underperform due to lower production and steep increase in wage rate by approximately Rs. 24.05 per day. Production of tea at Tanzania estates was 1.7 lakhs kgs as against 6.52 lakhs kg for the previous year. The sales were at 2.6 lakhs kgs as against 4.77 lakhs kg for the previous year. The operations at Tanzania are not very significant and in fact uneconomical over the last few years. In view thereof the Board of Directors had approved divestment of assets related to Tea Plantations at Tanzania for a total consideration amounting to Rs. 910.12 lakhs (USD 1.1 Million), subject to adjustments, as applicable. Pending the final closure of divestment these assets have been classified as assets held for sale.

ii. Coffee:

During the year, the divestment of

Coffee business carried out in last year was completed and the sale proceeds were utilized to reduce the overall long-term debt of the Corporation.

iii. Auto Electric Components Business (Electromags):

Turnover for the year was higher at Rs. 16,965 lakhs as compared to Rs. 15,157 lakhs in the previous year resulting in improved performance compared to the previous year.

iv. Health Care:

Dental products reported a marginal increase in turnover at Rs. 3,059 lakhs compared to Rs. 2,784 lakhs in the previous year.

Corporation:

No material changes and commitments have occurred after the closure of year under review till the date of this report, which would affect the financial position of the Corporation.

Companies

A report on the financial performance of each of the Subsidiaries and Associates included in the Consolidated Financial Statements is provided in Form AOC-1 and forms part of this Annual Report.

Pursuant to the Sanction by National Company Law Tribunal (‘NCLT’), of Composite Scheme of Arrangement by Naperol Investments Limited formerly known as National Peroxide Limited one of the associates of the Corporation (in which the Corporation held 2,24,000 Equity Shares), on demerger of its Chemical business undertaking into resulting Company namely National Peroxide Limited (formerly known as NPL Chemicals Limited) and amalgamation of erstwhile Naperol Investments Limited, the Corporation was allotted further 2,24,000 Equity shares in National Peroxide Limited (formerly NPL Chemicals Limited). Accordingly, both National Peroxide Limited and Naperol Investments Limited have become associates of the Corporation during the year. The Corporation has material listed Indian subsidiary, viz. Britannia Industries Limited.

In addition, the Corporation has material unlisted overseas subsidiaries viz. Leila Lands Limited and Associated Biscuits International Limited.

d) Consolidated Financial Results

The Corporation has prepared Consolidated Financial Statements in accordance with the applicable Accounting Standards as prescribed under the Companies (Accounts) Rules, 2014 of the Companies Act, 2013. The Consolidated Financial

Statements reflect the results of the Corporation and those of its subsidiaries and associates. As required under Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ["SEBI (LODR) Regulations, 2015"] the Audited Consolidated Financial Statements together with the Independent Auditors’ Report thereon are annexed and form part of this Annual Report.

Consolidated sale of products and services of the Corporation for the year ended 31 March 2024 was Rs. 1,688,259 lakhs compared to Rs. 1,630,339 lakhs in FY 2022-23, registering a growth of 3.55%. However, the Corporation has reported a profit of Rs. 1,73,717 lakhs for the year compared to loss of Rs. 53,370 lakhs in previous year in consolidated financial

e) Investment in and financial obligations towards Go Airlines

(India) Limited ("Go Air") and impairment thereof As informed in the last Board Report in May 2023, the failure of engines and lessors demanding return of the aircraft on account of the fact that Pratt & Whitney (P&W) was not providing the engines required to sustain the operations, the Board of

Go Air decided to file an application before NCLT for initiation of Corporate Insolvency Resolution Process. NCLT, vide its order, admitted the application of Go Air under section 10 of IBC 2016 and appointed a Resolution Professional to take necessary action. The proceedings before NCLT are pending.

In the meantime, in keeping with prudent accounting standards, the investment and financial obligations whether direct or otherwise by the Corporation and its subsidiaries/ step-down subsidiaries have been fully provided for both in standalone and consolidated accounts in the previous and current financial year, details of which appear in the notes to the accounts and there will be no further financial impact in

f) Share Capital The issued, subscribed and paid-up Share Capital of the Corporation stood at Rs. 1,395.44 lakhs as at 31^st March 2024 comprising of 6,97,71,900 Equity Shares of Rs. 2 each fully paid-up. There was no change in share capital during the year under review.

Long Term Loans

(i) The Corporation has not issued any Non-Convertible Debentures (‘NCDs’) on a private placement basis during the year under review.

(ii) During the year under review, the Corporation has redeemed the following Listed Non-Convertible Debentures:

(iii) The Corporation has also redeemed the following Unlisted Debentures in April 2024 as per the scheduled redemption date:

(iv) The Corporation has also prepaid the Term Loans during the year availed from various Banks amounting to Rs. 133.12 Crs.

Your Directors are pleased to recommend a dividend of Rs. 1.20 per share of the face value of Rs. 2 each (previous year Rs. 1.20 per share). The dividend, if approved by the shareholders at the ensuing Annual General Meeting, will be paid to those shareholders whose names appear in the Register of Members of the Corporation as on the Book Closure Date. The total dividend payout amounts to Rs. 837 lakhs.

i) Reserves

Your Company does not propose to transfer any amount to the reserves for financial

There is no change in Nature of business except that the Corporation has divested the coffee business for economic reasons.

II. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Information pertaining to conservation of energy, technology absorption, and foreign exchange earnings and outgo in accordance with the provisions of clause (m) of sub- section (3) of Section 134 of the Companies Act, 2013, read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is appended as Annexure A to this Report.

III. DIRECTORS a) Appointment/ Re-appointment Non-Executive Director

In accordance with the applicable provisions of the Companies Act, 2013 (‘the Act’) and the Articles of Association of the Corporation, Dr.(Mrs.) Minnie Bodhanwala, Non-Executive Director, retires by rotation at the ensuing Annual General Meeting (‘AGM’) and being eligible, offers herself for re-appointment.

Independent Directors

During the year under review, there was no change in the composition of the Board of Directors. b) A statement regarding opinion of the Board with regard to integrity, expertise and experience (including

2023-24.the proficiency) of the Independent directors appointed during the year

During the year, no new Independent Director was appointed. However, the Board is satisfied of the integrity, expertise and experience (including proficiency in terms of section 150(1) of the Companies Act, 2013 and applicable rules thereunder) of all Independent Directors on the Board. In terms of section 150 read with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules,

2014, Independent Directors of the Company have already undertaken requisite steps towards the inclusion of their names in the databank of Independent Directors maintained with the Indian Institute of Corporate

Affairs.

Directors

The Corporation has received declarations from all the Independent

Directors confirming that they meet the criteria of independence as prescribed both under the Act and the SEBI (LODR) Regulations, 2015.

d) Board Evaluation

Pursuant to the applicable provisions of the Act and Regulation 19 of the SEBI (LODR) Regulations, 2015, the Board undertook an annual performance evaluation of its performance and that of its Committees viz. Audit Committee, Stakeholders’ Relationship Committee, Nomination and Remuneration Committee, CSR Committee, Risk Management Committee and of the individual Directors. The manner in which the evaluation was carried out has been explained in the Corporate Governance Report

. e) Nomination and Remuneration Policy

The Board, on the recommendation of the Nomination & Remuneration Committee, has formulated a Policy for the remuneration of Directors, Key Managerial Personnel and Senior Management Team. Brief details of the Policy are provided in the Corporate Governance Report and also posted on the website of the Corporation at https://bbtcl.com/policies/

f) Directors’ Responsibility Statement

Pursuant to Section 134(5) of the Companies Act, 2013 (‘the Act’), the Directors, to the best of their knowledge and ability, confirm 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. they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Corporation at 31^st March 2024 and of the loss of the Corporation for the year ended on that date; iii. they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Corporation and for preventing and detecting fraud and other irregularities; iv. they have prepared the annual accounts on a going concern basis; v. they have laid down internal financial controls to be followed by the Corporation and that such internal financial controls are adequate and were operating effectively; and vi. they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

Basedontheframeworkofinternal financial controls and compliance systems established and maintained by the Corporation, reports of the internal, statutory, cost, and secretarial auditors duly reviewed by the management and the Board including the Audit Committee, the Board is of the opinion that the Corporation’s internal financial controls were adequate and operating effectively during the FY 2023-24.

IV. CORPORATE SOCIAL RESPONSIBILITY (CSR)

The Board has constituted a Corporate Social Responsibility (‘CSR’) Committee comprising of three Directors of which one is an Independent Director. The CSR Policy of the Corporation and initiatives taken by the Corporation with respect to Corporate Social Responsibility during the year under review are in accordance with the Companies (Corporate Social Responsibility Policy) Rules, 2014. The requisite details are appended to this Report as Annexure B.

V. EMPLOYEES a) Key Managerial Personnel

Pursuant to Section 203 of the Act, the Key Managerial Personnel of the Corporation are Mr. Ness Wadia, Managing Director and Mr. N. H.

Datanwala, Chief Financial Officer and Mr. Murli Manohar Purohit, appointed as Company Secretary and Compliance Officer w.e.f 7^th September, 2023 in place of Mr. Sanjay Kumar Chowdhary who ceased to be the Company Secretary and Compliance Officer after the closure of working hours on 24^th April, 2023.

b) Particulars of Employees

The information as per Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is appended to this Report as Annexure C.

Having regard to the provisions of the first proviso to Section 136(1) of the

Act, the Annual Report is being sent to the members and others entitled thereto, excluding the information on employees’ particulars as required under Rule 5(2) of the aforesaid Rules. The said information is available for inspection by the members at the

Registered Office of the Corporation during business hours on working days up to the date of the ensuing Annual General Meeting. If any member is interested in obtaining a copy thereof, such member may write to the Corporation and the same will be furnished on request.

c) Disclosure on Sexual Harassment of Women at Workplace The Corporation has zero tolerance for sexual harassment at workplace and has adopted a Policy on prevention, prohibition and redressal of sexual harassment at workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention,ProhibitionandRedressal) Act, 2013 and the Rules thereunder for prevention and redressal of complaints of sexual harassment at workplace. The Corporation has constituted an Internal Committee for providing a redressal mechanism pertaining to sexual harassment of women employees at workplace. The Corporation has not received any complaint on sexual harassment in FY 2023-24.

VI. MANAGEMENT DISCUSSION & ANALYSIS

In terms of the provisions of Regulation 34 of the SEBI (LODR) Regulations, 2015, the Management Discussion & Analysis forms part of the Annual Report.

VII. GOVERNANCE / SECRETARIAL a) Corporate Governance Report

In accordance with the provisions of the SEBI (LODR) Regulations, 2015, a separate report on Corporate

Governance along with the Certificate on compliance of the conditions of Corporate Governance as issued by the Company Secretary in Practice is appended to this Report as

Annexure D. b) Business Responsibility and Sustainability Report

Pursuant to Regulation 34(2) (f) of SEBI (LODR) Regulations, 2015, the Business Responsibility

& Sustainability Report of the Corporation for the FY 2023-24 forms part of this Annual Report.

c) Annual Return

Pursuant to section 134(3)(a) and section 92(3) of the Companies Act, 2013 read with Rule 12(1) of the Companies (Management and Administration) Rules, 2014, a copy of the annual return is placed on the website of the Corporation and can be accessed at https://bbtcl.com/ investor-relations/annual-return/ .

d) Board Meetings:

During the year, six Board Meetings were duly convened and held. The details of Board and its Committees meetings are given in the Corporate Governance Report that forms part of this Annual Report.

e) Whistle Blower Policy

The details of the Whistle Blower Policy are given in the Corporate Governance Report.

f) Related Party Transactions

The Corporation has formulated a Policy on Related Party Transactions which is disclosed on its website https://bbtcl.com/policies/ .

All transactions entered into with related parties as defined under the

Act, Indian Accounting Standards (Ind AS 24) and Regulations 2(1)(zc) and 23 of the SEBI (LODR) Regulations, 2015 during the year under review, were in the ordinary course of business and on an arms’ length basis and did not attract the provisions of Section 188 of the Act. With regard to transactions with Related parties under the provisions of Regulation 23 of the SEBI (LODR) Regulations, 2015, prior approval of the Audit Committee was obtained wherever required.

During the year under review, the Corporation had not entered into any contract/ arrangement/transactions with related parties which could be considered as material in nature. Accordingly, there are no material related party transactions to be reported in Form AOC-2.

Disclosures pertaining to transactions with related parties are given in Note no. 47 of the Notes forming part of the Standalone Financial Statements for the FY 2023-24.

g) Risk Management

Your Corporation has a well-defined risk management framework and organizational structure in place for managing and reporting risks periodically. The details of the Risk Management Committee are covered in the Corporate Governance Report.

h) Audit Committee

The Corporation has constituted an Audit Committee in terms of requirements of the Act and Regulation 18 of the SEBI (LODR) Regulations, 2015. The Composition of the Audit Committee as on 31 March, 2024 is as under:

i) Insurance

The Corporation’s plant and machinery, building, stocks and assets are adequately insured.

j) Particulars of Loans, Guarantees and Investments

The details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Act are given in Note No. 45 forming part of the Standalone Financial Statements.

k) Significant & Material Orders Passed by the Regulators Singampatti Land matter

Members are aware that the Corporation has been cultivating tea and carrying on all its plantation activities at Singampatti tea estate Tamil Nadu under a valid lease since 1929.

This lease land was classified as forest land by Tamil Nadu government in February 2018. Further, the said land has been classified as Tiger reserve under the Wildlife Protection Act, despite the fact that the Corporation has a bustling township on the said land. The Tamil Nadu government, however, upheld the lease rights and allowed the Corporation to continue its plantation activities. The Corporation is contesting these matters before the Madras High Court.

During the

2019, the Commissioner of Land Administration in Tamil Nadu passed an order cancelling the lease for violation of conditions with regard to the clearing of certain areas. The Corporation has challenged the said order before the Madras High Court by way of Writ. The said writ has been admitted and interim relief restraining the Government from interfering with lawful operations and ingress and egress by the Corporation.

Also, in February 2018, the Government authorities in Tamil Nadu demanded increased lease rental in respect of the lease land retrospectively from 1958 to 2018 amounting to Rs. 22,396 lakhs. In January 2019, a further demand of Rs. 796 lakhs as increased rental for the year 2019 was also raised. The Corporation has challenged both these demands by way of Writ Petition before Madras High Court. The said Writs have been admitted and stay has been granted.

While all these matters are pending before the court, the operations at Singampatti have been ongoing and continuing.

There are no other significant and material orders passed by the Regulators or Courts or Tribunals impacting the going concern status and the Corporation’s operations in future.

2016 during the year along with their status as at the end of the Financial Year

There are no pending proceedings under the Insolvency and Bankruptcy Code, 2016 against the Corporation.

m) The Details of difference between amount of the Valuation done at the time of one-time settlement and the Valuation done while taking loan from the Banks or Financial

Institutions along with the reasons thereof

There was no instance of onetime settlement with any Bank or Financial Institution during the period under the review.

n) Secretarial Standards

During the year under review, the Corporation has complied with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India.

a) Statutory Auditors

At the 155^th Annual General Meeting ("AGM") held on 24^th July, 2020, Members had appointed M/s Walker Chandiok & Co. LLP, Chartered Accountants (Firm Registration No. 001076N/ N500013) as Statutory Auditors of the Corporation, for a period of five (5) consecutive years from the conclusion of the 155^th AGM till the conclusion of 160^th AGM of the Corporation to be held in the year 2025.

b) Cost Audit

In terms of Section 148 of the Act, the Company is required to maintain cost records and have the audit of its cost records conducted by a Cost Accountant. Cost records are prepared and maintained by the Company as required under Section 148(1) of the Act. The Board of Directors, on the recommendation of the Audit Committee, appointed M/s GLS & Associates (GLS) as Cost Auditors of the Plantations and Electromags Division of the Corporation for FY 2024-25 at a remuneration of Rs. 2,50,000/- plus taxes as applicable and reimbursement of actual out of pocket expenses. The remuneration payable to them is required to be ratified by the shareholders at the ensuing Annual General Meeting.

The Cost Audit Report for the FY

22-23 was filed with the Ministry of Corporate Affairs on 9^th October, 2023.

c) Secretarial Audit

Pursuant to the provisions of Section 204 of the Act read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Corporation appointed Mr. Tushar Shridharani, Practicing Company Secretary as Secretarial Auditor for FY 2023-24. The Secretarial Audit Report does not contain any qualification, reservation, or adverse remark. The Report of the Secretarial Auditor is appended as Annexure E.

d) Reporting of Frauds by Auditors

During the year under review, the Statutory Auditors, Cost Auditors and Secretarial Auditor have not reported any instances of frauds committed in the Corporation by its

Officers or Employees to the Audit

Committee under section 143(12) of the Companies Act, 2013.

e) Auditors’ Qualifications

Statutory Auditors’ Report, Cost Auditors’ Report and Secretarial Auditors’ Report do not contain any qualification, reservation or adverse remarks on Standalone Financial Statements.

However, the Statutory Auditor’s

Report on consolidated financial statements contains qualified opinion on the matters pertaining to unavailability of audited/ reviewed financial results of Go Airlines for the nine months ended 31/12/2022, quarter ended March 2023 and period 01/04/2023 to 09/05/2023, the date of loss of significant influence over Go

Airlines on admission of application of Go Airlines under Section 10 of IBC 2016 by NCLT on 10/05/2023. The qualifications are self-explanatory and hence do not call for any further comments under section 134 of the Act.

IX. DEPOSITS

Your Corporation has not accepted during the year any deposits from the public or its employees within the meaning of section 73 of the Act read with the Companies (Acceptance of Deposits) Rules, 2014.

X. INTERNAL FINANCIAL CONTROLS

Your Corporation maintains adequate and effective internal control systems which are commensurate with the nature, size, and complexity of its business and ensures orderly and efficient conduct of the

Corporation’s business. The internal control systems in all Divisions of the Corporation including the Corporate office are routinely tested and verified by independent Internal Auditors and significant audit observations and follow-up actions are reported to the Audit Committee. The Audit Committee reviews the adequacy and effectiveness of the Corporation’s internal control requirement and monitors the implementation of audit recommendations.

Your Corporation has in place adequate Internal Financial Controls with reference to Financial Reporting which ensure adherence to the Corporation’s policies, safeguarding of its assets, maintaining proper accounting records, and providing reliable financial information. During the year, such controls were tested and no reportable material weaknesses in design or operation were observed.

XI. GENERAL

Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions pertaining to these items during the year under review:

1. Details relating to deposits covered under Chapter V of the Act.

2. Issue of equity shares with differential rights as to dividend, voting or otherwise.

3. Issue of Shares (including Sweat Equity Shares) to employees of the Company under any Scheme.

4. 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 Corporation (as there is no scheme pursuant to which such persons can beneficially hold shares as envisaged under section 67(3)(c) of the Companies Act, 2013).

5. The Corporation does not have any scheme of provision for the purchase of its own shares by employees or by trustees for the benefit of employees.

XII. ACKNOWLEDGEMENTS

Your Directors thank all Customers, Shareholders, Suppliers, Bankers, Employees and other business associates for their continued support.