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BF Investment Ltd.

BSE: 533303 Sector: Financials
NSE: BFINVEST ISIN Code: INE878K01010
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OPEN 280.90
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VOLUME 1299
52-Week high 396.00
52-Week low 235.75
P/E 29.25
Mkt Cap.(Rs cr) 1,062
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 280.90
CLOSE 286.00
VOLUME 1299
52-Week high 396.00
52-Week low 235.75
P/E 29.25
Mkt Cap.(Rs cr) 1,062
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

BF Investment Ltd. (BFINVEST) - Director Report

Company director report

FOR THE YEAR ENDED MARCH 31 2021

To The Members

Your Directors have pleasure in presenting their 12th AnnualReport on the business and operations of the Company together with Audited Statement ofAccounts for the year ended March 31 2021.

1 . FINANCIAL PERFORMANCE :

(Rs. in Mlns)

Particulars Year ended March 31 2021 Year ended March 31 2020 Year ended March 31 2021 Year ended March 31 2020
(Standalone) (Standalone) (Consolidated) (Consolidated )
Total Income 322.27 718.60 169.09 221.34
Total Expenditure 65.30 67.47 65.30 67.47
Exceptional items - 35.81 - 35.81
Profit before taxation 256.97 615.32 3570.53* 2297.52*
Tax Expenses 73.43 30.21 900.21 854.28
Profit after Tax 183.54 584.34 2644.39 1442.47
Balance of Profit/(Loss) from previous year 3784.82 3317.50 11404.54 10079.09
Balance available for appropriation 3968.36 3901.84 14048.93 11521.56
Appropriations :
Transfer to Reserve Fund in terms of Section 45-IC of the Reserve Bank of India Act 1934 (36.71) (117.02) (36.71) (117.02)
Balance carried to Balance Sheet 3931.65 3784.82 14012.22 11404.54

*includes share in profits of associates and joint ventures

2 . KEY FINANCIAL RATIOS

Details of changes in key financial ratios including significantchanges i.e. change of 25% or more as compared to the immediately previous financial yearalong with detailed explanations: (%)

Particulars FY 2020-21 FY 2019-20 Explanation for significant change
Debtor Turnover N.A. N.A. NA
Inventory Turnover N.A. N.A. NA
Interest Coverage Ratio NIL NIL NA
Current Ratio 180.14% 59.16 NA
Debt Equity Ratio NIL NIL NA
Operating Profit Margin (%) 83.23% 91.77% NA
Net profit Margin (%) 57.85% 81.45% NA

Details of any change in Return on Net Worth as compared to theimmediately previous financial year:

Particulars Standalone Consolidated
2020 - 2 1 2019-20 2020 - 2 1 2019-20
Return on Net Worth (%) 3.43% 11.33% 17.31% 11.29%

Return on net worth is computed as net profit by average net worth. Thedetails for change if any in return on net worth are explained in relevant sectionsabove.

3 . SHARE CAPITAL

The paid-up Equity Share Capital as on 31st March 2021stood at Rs.188.34 Millions. During the year under review the Company has not issuedshares with differential voting rights nor has granted any stock options or sweat equity.As on 31st March 2021 none of the Directors of the Company hold instrumentsconvertible into equity shares of the Company.

4 . DIVIDEND :

Your Directors do not recommend any dividend on the equity shares forthe year ended March 31 2021.

5 . MANAGEMENT DISCUSSION AND ANALYSIS

The main object of the Company is to make strategic investments in theKalyani Group Companies. The Company is a Non Deposit taking Core Investment Company asdefined in the Core Investment Companies (Reserve Bank) Directions 2011. Since theCompany is not a Systemically Important Non Deposit taking Core Investment Company it isnot required to obtain Certificate of Registration under Sec. 45-IA of the Reserve Bank ofIndia Act 1934.

6 . COVID-19:

FY 2020-21 was an unprecedented year with Covid-19 pandemic impactingthe global economy amidst biggest global health crisis ever faced by the world. Theuncertainty around the resurgence of second wave across India towards the end of March2021 is being closely monitored and all necessary actions are underway.

In order to respond to the pandemic effectively the Company navigatedthrough these difficult times by adopting a multi-pronged strategy. The Company practisedextreme care and caution towards the health and well-being of its employees The Companyregularly adhered to various guidelines and advisories issued by the authorities from timeto time including maintaining social distancing in offices practices such as sanitationtemperature checks masks digital interface etc. were adopted.

7 . COMPANY PERFORMANCE

During the Financial Year under review on a standalone basis yourCompany earned total income of Rs.322.27 Mln. (previous years Rs.718.60 Mln.). The netprofit after tax is Rs.183.54 Mlns. (previous years Rs.585.11 Mlns.). During the FinancialYear under review on a consolidated basis your Company earned total income of Rs.169.09Mln. (previous years Rs.221.34 Mln.). The net profit after tax is Rs. 2644.39*Mlns. (previous years Rs. 1442.47* Mlns.).

*including share in profits of associates and joint ventures.

8 . BUSINESS OVERVIEW AND OPERATIONS OF THE COMPANY

The main operations of the Company are that of investments and majorityof the investments of the Company are in the nature of strategic investments in KalyaniGroup Companies. The investment pattern of the Company also complies with the requirementfor the Company continuing to qualify as a Non Deposit taking Core Investment Company.The main source of income for the Company is in the form of dividends as declared by thesecompanies. The business prospects of the Company depend upon the business prospects of theunderlying companies in which your Company holds investments.

9 . FINANCE AND CREDIT RATING

During the year under review the liquidity and cash positions weremonitored with reinforced focus. Earnings from the cash surplus investments comprisingbank fixed deposits during the year saw a reduction due to the drop in the market interestrates. Nevertheless utmost importance was given to ensure the safety and liquidity ofsurplus cash.

Your Company has not done any Credit Rating.

1 0 . HUMAN RESOURCES

As on March 31 2021 the Company had 2 Key Managerial Personnel ondeputation including the CEO / CFO & Company Secretary.

1 1 . CONCERNS AND THREATS z Fluctuations in the securitiesmarket and global economic scenario may pose a risk of devaluation of the investmentsmade by the Company.

• Main source of income for the Company is dividend from theKalyani Group Companies.

• The risks and concerns associated with the businesses /operations of these investee companies which may impact the performance of thesecompanies could result in variation in dividends declared by these companies.

• Non recovery of principal of the amounts lent and interestthereon.

1 2 . PROSPECTS FOR THE CURRENT YEAR

The current economic slowdown and COVID-19 pandemic in India andglobally has posed new challenges to the Company. The Company has seen a substantial dropin the revenue during the FY 2020-21. The Company is confident of business recovery inline with overall economic recovery in India.

1 3 . BUSINESS RESPONSIBILITY REPORT

Pursuant to Regulation 34(2)(f) of the SEBI Listing Regulations theBusiness Responsibility Report initiatives taken from an environmental social andgovernance perspective in the prescribed format forms part of this Integrated AnnualReport.

1 4 . INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has adequate internal control systems to ensure operationalefficiency and accuracy in financial reporting and compliance of various laws andregulations.

The internal control system is supported by the internal audit process.The internal audit is conducted by an Independent Chartered Accountant. The AuditCommittee of the Board reviews the Internal Audit process and the adequacy andeffectiveness of internal audit and controls periodically.

1 5 . SAFETY HEALTH AND ENVIRONMENT

The Company ensures safety of all its employees working at differentplaces.

1 6 . CAUTIONARY STATEMENT

Statements in this Report particularly those which relate toManagement Discussion and Analysis describing the Company's objectives projectionsestimates and expectations may constitute "forward looking statements" withinthe meaning of applicable laws and regulations. Actual results might differ materiallyfrom those either expressed or implied.

1 7 . SUBSIDIARY COMPANIES JOINT VENTURES & ASSOCIATES

The Company does not have any subsidiary company as on March 31 2021.The information of joint ventures and associates is given in the annual accounts for theyear ended March 31 2021 enclosed and forming part of the Annual Report. As on March 312021 the Company had 6 Associates and 2 joint ventures. There has been no material changein the nature of the business of the Joint Ventures and Associates.

The Company's Policy on determining material subsidiaries as approvedby the Board is uploaded on the Company's website at http://www.bfilpune.com A report onthe financial position of each of the Associates and joint ventures as per the Act isprovided in Form No. AOC-1 attached to the Financial Statements

1 8 . PARTICULARS OF INFORMATION FORMING PART OF THE BOARD'SREPORT PURSUANT TO SECTION

134 OF THE COMPANIES ACT 2013 RULE 8 OF THE COMPANIES (ACCOUNTS)RULES 2014 AND RULE 5 OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIALPERSONNEL) RULES 2014

The details are given in 'Annexure III'

1 9 . NUMBER OF MEETINGS OF THE BOARD

During the year under review seven Board Meetings were convened andheld. The details of which are given in the Corporate Governance Report. The interveninggap between the Meetings was within the period prescribed under the Companies Act 2013and the Securities Exchange Board of India (Listing Obligations & DisclosureRequirements) Regulations 2015 hereinafter called "Regulations 2015".

2 0 . DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the requirements of Section 134(5) of the Companies Act2013 in respect of Directors' Responsibility Statement your Directors state that:

a) in the preparation of the Annual Financial Statements for the yearended March 31 2021 the applicable accounting standards have been followed along withthe proper explanation relating to material departures;

b) accounting policies as mentioned in Notes to the FinancialStatements have been selected and applied consistently. Further judgements and estimateshave been made that are reasonable and prudent so as to give a true and fair view of thestate of affairs of the Company as at March 31 2021 and of the profit of the Company forthe year ended on that date;

c) proper and sufficient care has been taken for the maintenance ofadequate accounting records in accordance with the provisions of the Companies Act 2013for safeguarding the assets of the Company and for preventing and detecting fraud andother irregularities;

d) the Annual Financial Statements have been prepared on a goingconcern basis;

e) proper internal financial controls were in place and that thefinancial controls were adequate and were operating effectively; and

f) proper systems to ensure compliance with the provisions of allapplicable laws were in place and were adequate and operating effectively.

2 1 . A STATEMENT ON DECLARATION GIVEN BY INDEPENDENT DIRECTORS

All Independent Directors have given declarations that they meet thecriteria of independence as laid down under Section 149(6) of the Companies Act 2013 readwith Rule (6) of The Companies (Appointment and Qualifications) rules 2014 and Regulation16(1)(b) of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 andalso confirmed that they have complied with the Code of Independent Directors prescribedin Schedule IV of The Companies Act 2013.

The Company has laid down a Code for the Board of Directors and SeniorManagement of the Company. The said Code is available on the website of the Company viz.www.bfilpune.com All the Board Members and Senior Management Personnel of the Company haveaffirmed compliance with the Code of Conduct.

2 2 . COMPANY'S POLICY ON DIRECTORS' AND KMP'S APPOINTMENT ANDREMUNERATION

Director's appointment and remuneration is done as per the policy forselection and appointment of Directors Key Managerial Personnel and Senior ManagementPersonnel and their remuneration.

2 3 . ACCOUNTS AND AUDIT a . Statutory Auditors

P. G. Bhagwat LLP Chartered Accountants Pune ( FRN. 101118W/W100682) are the auditors of the Company and will continue the audit for Financial year2021-22.

b. Secretarial Audit

Pursuant to the provisions of Section 204 of the Companies Act 2013and the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 theCompany has appointed M/s. SVD & Associates Company Secretaries Pune to undertakethe Secretarial Audit of the Company for the year 2020-21. The Report of the SecretarialAudit is annexed herewith as 'Annexure IV' to this Report.

c. Consolidated Accounts

The Consolidated Accounts for the year ended 31st March2021 are enclosed. Further a statement containing the salient features of the financialstatements of associate companies and joint ventures in the prescribed Form AOC-1 isappended as 'Annexure V' which forms part of this Report.

The Company will make the said financial statements and relateddetailed information available upon the request by any Member of the Company. Thesefinancial statements will also be kept open for inspection by any Member at the RegisteredOffice of the Company. Pursuant to the provisions of Section 136 of the Companies Act2013 the financial statements of the Company consolidated financial statements alongwith relevant documents are available on the website of the Company athttp://www.bfilpune.com.

2 4 . EXPLANATION ON COMMENTS ON STATUTORY AUDITORS' ANDSECRETARIAL AUDITORS' REPORTS

There are no qualifications reservations or adverse remarks ordisclaimers made by P. G. Bhagwat LLP Statutory Auditors in their Audit Report. M/s. SVD& Associates Practicing Company Secretary in their Secretarial Audit Report havemade certain qualifications. The auditors qualifications and Boards explanation theretoare summarized as under:

Auditors Qualifications Boards' explanation
Secretarial Audit -
A.SEBI Circular No. CIR/CFD/CMD-1/142/2018 dated 20.11.2018 requires that if any listed entity does not submit its financial results in accordance with the timelines specified in Regulation 33 of LODR the listed entity shall disclose detailed reasons for such delay to the stock exchanges within one working day of the due date of submission for the results. However the Company has not submitted the reasons for delay in submission of Due to lock down announced by Government authorities to prevent spread of Covid-19 the Company's offices were closed. This has resulted in delay in preparation of financial results for the year ended 31/03/2020 and submission of reasons for such delay to stock exchanges.
Non submission was unintentional.
Auditors Qualifications Boards' explanation
Secretarial Audit - consolidated financial results for the quarter and year ended March 31 2020.
II. As required under respective regulations of LODR:
a) The Audited Consolidated Financial statements for the quarter and year ended on March 31 2020 were submitted to the Stock Exchange(s) beyond the time period prescribed under Regulation 33 of LODR. Due to lock down announced by Government authorities to prevent spread of Covid-19 the Company's offices were closed during March 2020 to June 2020. This has resulted in delay in preparation of financial results for the year ended 31/03/2020
b) The report of corporate governance for the quarter ended March 31 2020 was submitted to the Stock Exchange(s) beyond the time period prescribed under Sub regulation (2) of Regulation 27 of LODR. The delay was due to reasons beyond the control of the Company.

2 5 . PARTICULARS OF LOANS GUARANTEES OR INVESTMENT UNDERSECTION 186

During the year the Company has not made any fresh investments. Theclosing balances of investments which would be covered under Section 186 of the CompaniesAct 2013 are disclosed in the Schedule of Non-Current Investments in the FinancialStatements. The details of loans and guarantees if any are given in the financialstatements of 2020-21.

2 6 . PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATEDPARTIES REFERRED TO IN SUB-SECTION (1) OF SECTION 188 OF THE COMPANIES ACT 2013

The Company has formulated a Policy on Related Party Transactions whichis available on the Company's website at http://www.bfilpune.com. All related partytransactions entered into during FY 2020-21 were on arm's length basis and in the ordinarycourse of business. No material related party transactions were entered into during theyear under review by the Company. Accordingly the disclosure of related partytransactions as required under Section 134(3)(h) of the Companies Act 2013 ('the Act') inForm No. AOC-2 is not applicable to the Company for FY 2020-21 and hence the same is notprovided.

All transactions with related parties were reviewed and approved by theAudit Committee. Omnibus approval is obtained for related party transactions which are ofrepetitive nature and entered in the ordinary course of business and on an arm's lengthbasis. A statement giving details of all related party transactions entered pursuant toomnibus approval so granted is placed before the Audit Committee on a quarterly basis forits review. The related party transactions entered into pursuant to the omnibus approvalso granted are also reviewed by the internal audit team on a half-yearly basis.

The details of the transactions with related parties are provided inthe accompanying Financial Statements.

2 7 . STATE OF COMPANY'S AFFAIRS

Discussion on state of Company's affairs has been covered in theManagement Discussion and Analysis.

2 8 . AMOUNTS PROPOSED TO BE CARRIED TO RESERVES

Particulars of the amounts proposed to be carried to reserves have beencovered as part of the financial performance of the Company.

2 9 . MATERIAL CHANGES AND COMMITMENTS BETWEEN THE DATE OF THEBALANCE SHEET AND THE DATE OF REPORT

There have been no material changes and commitments affecting thefinancial position of the Company which have occurred between the end of the FinancialYear of the Company to which the Financial Statements relate and the date of the reportexcept as disclosed elsewhere in this report.

3 0 . CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGNEXCHANGE EARNINGS AND OUTGO

A . Conservation of Energy and Technology Absorption

The Company has no particulars to report regarding conservation ofenergy technology absorption as required under Section 134 (3) (m) of the Companies Act2013 read with Rules thereunder.

B. Foreign exchange earnings and outgo

Particulars Amount in Rs.
i Foreign Exchange earned in terms of actual inflows during the year Nil
ii Foreign Exchange outgo during the year in terms of actual outflows Nil

3 1 . RISK MANAGEMENT POLICY

Risk Management at BF Investment Ltd. forms an integral part ofManagement focus.

The Risk Management Committee oversees the risk management process inthe Company. The RMC is chaired by an Independent Director and the Chairperson of theAudit Committee is also a member of the RMC. Some of the risks identified are set out inthe Management Discussion and Analysis and this report which forms part of this IntegratedAnnual Report.

The Company has in place a mechanism to identify assess monitor andmitigate various risks to key business objectives. Major risks identified aresystematically addressed through mitigating actions on a continuing basis. These arediscussed at the meetings of the Audit Committee and the Board of Directors of theCompany.

3 2 . CORPORATE SOCIAL RESPONSIBILITY (CSR)

The Corporate Social Responsibility ('CSR') activities of the Companyare governed through the Corporate Social Responsibility Policy ('CSR Policy') approved bythe Board. The CSR Policy guides in designing CSR activities for improving quality of lifeof society and conserving the environment and biodiversity in a sustainable manner. TheCSR Committee of the Board oversees the implementation of CSR Projects in line with theCompany's CSR Policy. The CSR Policy is available on Company's website www.bfilpune.comThe Annual Report on CSR activities for FY 2020-21 is enclosed as 'Annexure I' tothis Report.

3 3 . PERFORMANCE AND FINANCIAL POSITION OF EACH OF THESUBSIDIARIES ASSOCIATES AND JOINT VENTURE COMPANIES:

The information is given at the relevant places in the FinancialStatements.

3 4 . CHANGE IN THE NATURE OF BUSINESS IF ANY

There has been no change in the nature of business during the FinancialYear under review.

3 5 . DETAILS OF DIRECTORS OR KEY MANAGERIAL PERSONNEL WHO WEREAPPOINTED OR HAVE RESIGNED DURING THE YEAR

Directors appointed during the year

Name of Director Designation Term of appointment
YMs. A. A. Sathe Independent Director Appointed in Annual General Meeting held on September 30 2020 w.e.f. September 19 2020.

Independent Directors

The Company has received declarations from all the IndependentDirectors confirming that they meet the criteria of independence as prescribed underSection 149(6) of the Act and Regulation 16(1)(b) of the SEBI Listing Regulations and areindependent of the management. In terms of Regulation 25(8) of the SEBI ListingRegulations they have confirmed that they are not aware of any circumstance or situationwhich exists or may be reasonably anticipated that could impair or impact their abilityto discharge their duties with an objective independent judgement and without any externalinfluence. The Board of Directors of the Company has taken on record the declaration andconfirmation submitted by the Independent Directors after undertaking due assessment ofthe veracity of the same. They are not liable to retire by rotation in terms of Section149(13) of the Act.

The Board is of the opinion that the Independent Directors of theCompany possess requisite qualifications experience and expertise in the fields oftechnology strategy finance engineering and Law etc. and that they hold higheststandards of integrity The Independent Directors of the Company have confirmed that theyhave enrolled themselves in the Independent Directors' Databank maintained with the IndianInstitute of Corporate Affairs ('IICA') in terms of Section 150 of the Act read with Rule6 of the Companies (Appointment & Qualification of Directors) Rules 2014. They areexempt from the requirement to undertake the online proficiency self-assessment testconducted by IICA. Details of Familiarisation Programme for the Independent Directors areprovided separately in the Corporate Governance Report which forms a part of thisIntegrated Annual Report.

Key Managerial Personnel ('KMP')

In terms of the provisions of Section 2(51) and Section 203 of the Actthe following are the KMP of the Company: z Mr. J. G. Patwardhan CEO & CFO z Mr. S. R.Kshirsagar (Company Secretary)

Employees designated as Key Managerial Personnel (KMP) during the year

NIL

Directors and KMP's resigned during the year

None of the Directors and KMPs resigned during the year ended March 312021.

Procedure for Nomination and Appointment of Directors.

The NRC is responsible for developing competency requirements for theBoard based on the industry and strategy of the Company. The Board composition analysisreflects in-depth understanding of the Company including its strategies environmentoperations financial condition and compliance requirements.

The NRC conducts a gap analysis to refresh the Board on a periodicbasis including each time a Director's appointment or re-appointment is required. TheCommittee is also responsible for reviewing the profiles of potential candidates vis-a-visthe required competencies and meeting the potential candidates prior to makingrecommendations of their nomination to the Board. At the time of appointment specificrequirements for the position including expert knowledge expected is communicated to theappointee.

The list of core skills expertise and competencies of the Board ofDirectors as are required in the context of the businesses and sectors applicable to theCompany are identified by the Board and are available with the Board. The Company has alsomapped each of the skills expertise and competencies against the names of the BoardMembers possessing the same. The same is disclosed in the Corporate Governance Reportforming part of this Integrated Annual Report.

Criteria for determining Qualifications Positive Attributes andIndependence of a Director

The NRC has formulated the criteria for determining qualificationspositive attributes and independence of Directors in terms of provisions of Section 178(3)of the Act and the SEBI Listing Regulations. The relevant information has been given in 'AnnexureII' which forms part of this Report. The Policy on Nomination & RemunerationPolicy is available on the website of the Company www.bfilpune.com

Board Evaluation

The Board has carried out the annual evaluation of its own performanceand that of its Committees and individual Directors for the year pursuant to theprovisions of the Act and the SEBI Listing Regulations. The performance of the Board andindividual Directors was evaluated by the Board after seeking inputs from all theDirectors. The criteria for performance evaluation of the Board included aspects such asBoard composition and structure effectiveness of Board processes contribution in thelong-term strategic planning etc. The performance of the Committees was evaluated by theBoard after seeking inputs from the Committee Members. The criteria for performanceevaluation are broadly based on the Guidance Note issued by SEBI on Board Evaluation whichincluded aspects such as structure and composition of Committees effectiveness ofCommittee Meetings etc.

The Chairman of the Board had one-on-one meetings with each IndependentDirector and the Chairman of the NRC had one-on-one meetings with each Executive andNon-Executive Non-Independent Directors.

In a separate meeting the Independent Directors evaluated theperformance of Non-Independent Directors and performance of the Board as a whole includingthe Chairman of the Board. The NRC reviewed the performance of the Board its Committeesand of the Individual Directors. The same was discussed in the Board Meeting that followedthe meeting of the Independent Directors and the NRC at which the feedback received fromthe Directors on the performance of the Board and its Committees was also discussed.

The Company follows a practice of addressing each of the observationsand suggestions by drawing up an action plan and monitoring its implementation through theAction Taken Report which is reviewed by the Board of Directors from time to time.

Directors proposed to be appointed / re-appointed at the ensuing AnnualGeneral Meeting

1) Mr. B. S. Mitkari (DIN : 03632549) retires by rotation at theensuing Annual General Meeting and being eligible offers himself for re-appointment.

The brief resumes and other details relating to Directors who areproposed to be re-appointed as required to be disclosed under 'Regulations 2015' formpart of the Notes and Statement setting out material facts annexed to the Notice of theAnnual General Meeting.

3 6 . NAMES OF COMPANIES WHICH HAVE BECOME OR CEASED TO BE ITSSUBSIDIARIES JOINT VENTURES OR ASSOCIATE COMPANIES DURING THE YEAR

NIL.

3 7 . DETAILS OF DEPOSITS WHICH ARE NOT IN COMPLIANCE WITH THEREQUIREMENTS OF CHAPTER V OF THE COMPANIES ACT 2013

None. The Company has not accepted Public Deposits under Chapter V ofthe Companies Act 2013.

3 8 . DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THEREGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'SOPERATIONS IN FUTURE

The Company has neither received nor is aware of any such order fromRegulators Courts or Tribunals during the year.

3 9 . DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIALCONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS

The Company has suitable internal control system comprising of properchecks and balances policies and procedures. This includes code of conduct whistleblower policy MIS and internal audit mechanism.

The Audit Committee along with Management review the internal audit andinternal controls on a regular basis. The internal audit is conducted by an IndependentChartered Accountant.

The Audit Committee deliberated with the members of the managementconsidered the systems as laid down and met the internal audit team and statutory auditorsto ascertain their views on the internal financial control systems. The Audit Committeesatisfied itself as to the adequacy and effectiveness of the internal financial controlsystem as laid down and kept the Board of Directors informed. However the Companyrecognises that no matter how the internal control framework is it has inherentlimitations and accordingly periodic audits and reviews ensure that such systems areupdated on regular intervals.

4 0 . COMPOSITION OF AUDIT COMMITTEE

The composition of the Audit Committee has been mentioned in theCorporate Governance Report annexed to this Report.

4 1 . COMPOSITION OF CSR COMMITTEE

The CSR Committee comprised 3 Members out of which 2 are independentDirectors. During the year under review 1 meeting of the CSR Committee was held detailsof which are provided in the Corporate Governance Report. The Company has revised the CSRPolicy and the Charter pursuant to the Companies (Corporate Social Responsibility)Amendment Rules 2021. The revised CSR Policy is available on the website of the Companyat http://www.bfilpune.com. During the year under review there were no instances when therecommendations of the CSR Committee were not accepted by the Board.

4 2 . WHISTLEBLOWER POLICY AND VIGIL MECHANISM

The Company has formulated and implemented the Whistle Blower Policy /Vigil Mechanism. This has provided a mechanism for directors and employees of the Companyand other persons dealing with the Company to report to the Chairman of the AuditCommittee; any instance of unethical behavior actual or suspected fraud or violation ofthe Company's code of conduct. The aforesaid policy has also been uploaded on theCompany's website http://www.bfilpune.com

4 3 . CASH FLOW

A Cash Flow Statement for the year ended March 31 2021 is attached tothe Balance Sheet.

4 4 . CORPORATE GOVERNANCE

A report on the Corporate Governance along with the certificate ofcompliance from the Auditors forms part of the Annual Report.

4 5 . OBLIGATION OF COMPANY UNDER THE SEXUAL HARASSMENT OF WOMENAT WORKPLACE (PREVENTION PROHIBITION AND REDRESSAL) ACT 2013

In terms of provisions of the Sexual Harassment of Women at Workplace(Prevention Prohibition and Redressal) Act 2013 the Company has formulated a Policy toprevent Sexual Harassment of Women at Workplace. During the year under review there wereno cases filed pursuant to the Sexual Harassment of Women at Workplace (PreventionProhibition and Redressal) Act 2013. No cases were pending at the beginning of the yearand no complaint was pending at the end of the financial year.

4 6 . REPORTING OF FRAUD

During the year under review the Statutory Auditors and SecretarialAuditors have not reported any instances of frauds committed in the Company by itsofficers or employees to the Audit Committee under Section 143(12) of the Act details ofwhich needs to be mentioned in this Report.

4 7 . AUDITORS

1 . Statutory Auditors

At the Ninth Annual General Meeting held on 1st September2018 P. G. Bhagwat LLP Chartered Accountants (Firm Registration No.101118W/W100682) wereappointed as Statutory Auditors of the Company to hold office till the conclusion of 14thAnnual General Meeting.

2 . Secretarial Audit

Pursuant to the provisions of Section 204 of the Companies Act 2013and the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 theCompany has appointed M/s. SVD & Associates Practicing Company Secretaries toundertake the Secretarial Audit of the Company for the year 2020-21. The Secretarial AuditReport is annexed herewith as 'Annexure IV'.

M/s. SVD & Associates Practicing Company Secretaries has alsosubmitted Secretarial Compliance Report as laid down in SEBI Circular CIR/CFD/CMD1/27/2019dated 8th February 2019 and has also confirmed that the Company has complied with of allapplicable SEBI Regulations and circulars / guidelines issued thereunder for theFinancial Year 2020-21 subject to the observations given therein.

3 . SECRETARIAL STANDARDS

During the year under review the Company has complied with SecretarialStandards issued by The Institute of Company Secretaries of India and approved by theCentral Government under Section 118(10) of the Companies Act 2013 to the extentapplicable.

4 . CERTIFICATE FROM PRACTICING COMPANY SECRETARY:

The Company has received a certificate from Mr. Sunny Warghade CompanySecretary confirming that none of the Directors on the Board of the Company have beendebarred or disqualified by MCA or SEBI or any such statutory authority from beingappointed / continuing as Director and the same is appended as 'Annexure VI' to theDirectors' Report.

4 8 . ANNUAL RETURN

Pursuant to Section 92(3) read with Section 134(3)(a) of the Act theAnnual Return as on March 31 2021 is available on the Company's website athttp://www.bfilpune.com.

4 9 . ACKNOWLEDGMENTS

Your Directors wish to place on record their appreciation for thecontribution made and support provided to the Company by the shareholders employees andbankers during the year under the report.

For and on behalf of the Board of Directors
B.B. Hattarki M.U. Takale
Place : Pune Director Director
Date : 11th August 2021 DIN:00145710 DIN:01291287

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