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BF Utilities Ltd.

BSE: 532430 Sector: Infrastructure
NSE: BFUTILITIE ISIN Code: INE243D01012
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OPEN 372.95
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VOLUME 22147
52-Week high 489.90
52-Week low 262.90
P/E 265.74
Mkt Cap.(Rs cr) 1,361
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
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OPEN 372.95
CLOSE 367.65
VOLUME 22147
52-Week high 489.90
52-Week low 262.90
P/E 265.74
Mkt Cap.(Rs cr) 1,361
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

BF Utilities Ltd. (BFUTILITIE) - Director Report

Company director report

FOR THE YEAR ENDED 31st March 2022 To The Members

Your Directors have pleasure in presenting their Twenty second Annual Report on thebusiness and operations of the Company together with Audited Statement of Accounts for theyear ended 31st March 2022.

1 . FINANCIAL PERFORMANCE

(Rs. in Million)

Particulars Standalone Consolidated
Year ended Year ended Year ended Year ended
March 31 2022 March 31 2021 March 31 2022 March 31 2021
Total Income 249.73 170.19 5342.09 3938.68
Total Expenditure 203.82 205.48 4311.24 4139.22
Profit / (Loss)for the year before taxation 45.91 (35.29) 1030.85 (200.54)
Provision for tax (including Deferred Tax) 17.64 (18.12) 99.49 20.40
Profit / (Loss) for the year after taxation 28.27 (17.17) 931.36 (220.94)
Items of other comprehensive income (net of Tax) 5.37 1.06 21.88 11.46
Total 33.64 (16.11) 953.24 (209.48)
Balance of profit / (Loss) from previous year 1100.71 1116.82 - -
Balance available for appropriation 1134.35 1100.71 - -
Appropriations - - - -
Surplus retained in statement of profit and loss 1134.35 1100.71 - -

2 . KEY FINANCIAL RATIOS

Details of changes in key financial ratios including significant changes i.e. change of25% or more as compared to the immediately previous financial year along with detailedexplanations:

Particulars FY 2021-22 FY 2020-21 Explanation for significant change
Debtor Turnover N A NA NA
Inventory Turnover N A NA NA
Interest Coverage Ratio N A NA NA
Current Ratio 0.98 0.87 NA
Debt Equity Ratio 0.16 0.19 NA
Operating Profit Margin (%) 5.70% -18.39% NA
Net profit Margin (%) 11.32% NA NA

Details of any change in Return on Net Worth as compared to the immediately previousfinancial year:

Particulars Standalone Consolidated
2021-22 2020-21 2021-22 2020-21
Return on Net Worth (%) 2.14% NA 129.51% NA

Return on net worth is computed as net profit by average net worth. The details forchange if any in return on net worth are explained in relevant sections above.

3 . SHARE CAPITAL

The paid-up Equity Share Capital as on 31st March 2022 stood at Rs.188.34Million. During the year under review the Company has not issued shares with differentialvoting rights nor has granted any stock options or sweat equity. As on 31stMarch 2022 none of the Directors of the Company hold instruments convertible into equityshares of the Company.

4 . DIVIDEND

Your Directors do not recommend any dividend on the equity shares for the year ended 31stMarch 2022.

5 . MANAGEMENT DISCUSSION AND ANALYSIS

International Scenario

The global wind industry had its second-best year in 2021 with almost 94 GW ofcapacity added globally trailing behind the 2020's record growth by only 1.8%.

Europe Latin America and Africa & Middle East had record years for new onshoreinstallations but total onshore wind installations in 2021 was still 18% lower than theprevious year.

Total global wind power capacity is now up to 837 GW helping the world avoid over 1.2billion tons of CO2 annually.

Wind auction activities bounced back in 2021 with more than 88 GW of wind capacityawarded globally 153% higher than in 2020.

Domestic Scenario

Wind power generation capacity in India has significantly increased in recent years. Asof 31 May 2022 the total installed wind power capacity was 40.71 GW the fourth largestinstalled wind power capacity in the world. Wind power capacity is mainly spread acrossthe Southern Western and Northern Western regions.

Company's Performance :

The Company ensures maximum capacity utilization by reducing machine downtimes.Preventive and regular maintenance of turbines is done to ensure machine availability. TheCompany is putting maximum efforts to reduce operating costs.

6 . COMPANY PERFORMANCE

During the Financial Year under review on a standalone basis your Company earnedtotal income of Rs.249.73 Mln. (previous years Rs. 170.19 Mln.). The net profit / (Loss)after tax is Rs.28.27 Mlns. (previous years Rs. (17.17) Mlns.).

During the Financial Year under review on a consolidated basis your Company earnedtotal income of Rs.5342.09 Mln. (previous years Rs. 3938.68 Mln.). The net profit /(Loss) after tax is Rs.931.36 Mlns. (previous years Rs.(220.94) Mlns).

7 . BUSINESS OVERVIEW AND OPERATIONS OF THE COMPANY

The working conditions for wind mill continue to be difficult. Despite such problemsthe Company was able to generate 21.87 Million (Net) Units of power. The Company is makingall efforts to maximize power generation and reduce costs.

8 . FINANCE AND CREDIT RATING

During the year under review the liquidity and cash positions were monitored withreinforced focus. Earnings from the cash surplus investments comprising bank fixeddeposits during the year saw a reduction due to the drop in the market interest rates.Nevertheless utmost importance was given to ensure the safety and liquidity of surpluscash.

Your Company has not done any Credit Rating.

9 . HUMAN RESOURCES

As on 31st March 2022 the Company has 8 employees. The relations withCompany's employees are cordial.

10. CONCERNS AND THREATS

3 The Company operates in a highly regulated environment. Any change in GovernmentPolicies will adversely affect the operations of the Company.

3 The Company depends on the service provider for operations and maintenance of WindTurbines. Certain litigations against the earlier service providers are pending before thejudicial / quasi judicial authorities. Unfavourable outcome of these litigations willadversely affect our operations.

3 The Company has only one customer for sale of power.

11. PROSPECTS FOR THE CURRENT YEAR

The Company is taking all efforts to improve wind power generation reduce cost andimprove realization.

12. BUSINESS RESPONSIBILITY REPORT

Pursuant to the SEBI Listing Regulations the Business Responsibility Reportinitiatives taken from an environmental social and governance perspective in theprescribed format forms part of this Integrated Annual Report.

13. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has adequate internal control systems to ensure operational efficiency andaccuracy in financial reporting and compliance of various laws and regulations.

The internal control system is supported by the internal audit process. The internalaudit is conducted by a Chartered Accountant in practice. The Audit Committee of the Boardreviews the Internal Audit process and the adequacy and effectiveness of internal auditand controls periodically.

14. SAFETY HEALTH AND ENVIRONMENT

The Company ensures safety of all its employees working at different places. Necessarysafety gadgets are provided to the employees requiring the same.

15. CAUTIONARY STATEMENT

Statements in this Report particularly those which relate to Management Discussion andAnalysis describing the Company's objectives projections estimates and expectations mayconstitute "forward looking statements" within the meaning of applicable lawsand regulations. Actual results might differ materially from those either expressed orimplied.

16. SUBSIDIARY COMPANIES

The Company has four subsidiary companies as on 31st March 2022.

There has been no material change in the business of subsidiaries except as disclosedelsewhere in the Annual Report and accounts of Subsidiaries

The Company's Policy on determining material subsidiaries as approved by the Board isuploaded on the Company's website athttp://www.bfutilities.com/pdfs/Policy%20on%20Material%20Subsidiary.pdf

A report on the financial position of each of the Subsidiaries as per the Act isprovided in Form No. AOC-1 attached to the Financial Statements

The details are given in Annexure 'III'

17. PARTICULARS OF INFORMATION FORMING PART OF THE BOARD'S REPORT PURSUANT TO SECTION

134 OF THE COMPANIES ACT 2013 RULE 8 OF THE COMPANIES (ACCOUNTS) RULES 2014 AND RULE5 OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES 2014

The details are given in Annexure 'IV'

18. NUMBER OF MEETINGS OF THE BOARD

During the year under review Seven Board Meetings were convened and held. The detailsof which are given in the Corporate Governance Report. The intervening gap between theMeetings was within the period prescribed under the Companies Act 2013 and the SecuritiesExchange Board of India (Listing Obligations & Disclosure Requirements) Regulations2015 hereinafter called "Regulations 2015".

19. DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the requirements of Section 134 (3) and (5) of the Companies Act 2013 inrespect of Directors' Responsibility Statement your Directors' to the best of theirknowledge and ability state that:

a) in the preparation of the Annual Financial Statements for the year ended 31stMarch 2022 the applicable accounting standards have been followed along with the properexplanation relating to material departures;

b) accounting policies as mentioned in Notes to the Financial Statements have beenselected and applied consistently. Further judgments and estimates have been made that arereasonable and prudent so as to give a true and fair view of the state of affairs of theCompany as at 31st March 2022 and of the profit / loss of the Company for theyear ended on that date;

c) proper and sufficient care has been taken for the maintenance of adequate accountingrecords in accordance with the provisions of the Companies Act 2013 for safeguarding theassets of the Company and for preventing and detecting fraud and other irregularities; d)the Annual Financial Statements have been prepared on a going concern basis;

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

f) proper systems to ensure compliance with the provisions of all applicable laws werein place and were adequate and operating effectively.

20. A STATEMENT ON DECLARATION GIVEN BY INDEPENDENT DIRECTORS

All Independent Directors have given declarations that they meet the criteria ofindependence as laid down under Section 149(6) of the Companies Act 2013 read with Rule(6) of The Companies (Appointment and Qualifications) Rules 2014 and Regulation 16(1)(b)of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 and alsoconfirmed that they have complied with the Code of Independent Directors prescribed inSchedule IV of The Companies Act 2013.

The Company has laid down a Code for the Board of Directors and Senior Management ofthe Company. The said Code is available on the website of the Company viz.http://www.bfutilities.com/pdfs/ Code%20of%20Conduct.pdf

All the Board Members and Senior Management Personnel of the Company have affirmedcompliance with the Code of Conduct.

21. COMPANY'S POLICY ON DIRECTORS' AND KMP'S APPOINTMENT AND REMUNERATION

Director's appointment and remuneration is done as per the policy for selection andappointment of Directors Key Managerial Personnel and Senior Management Personnel andtheir remuneration. The Nomination & Remuneration Policy is available on Company'swebsite http://www.bfutilities.com/pdfs/ Nomination%20and%20Renumeration%20Policy.pdf

22. ACCOUNTS AND AUDIT

a . Statutory Auditors

M/s. G. D. Apte & Co. Chartered Accountant (Firm Registration No.100515W) are theauditors of the Company and will continue the audit for Financial year 2022-23. The Auditreport of M/s. G. D. Apte & Co. on the Financial Statements of the Company for theFinancial Year 2021-22 is a part of the Annual Report. The Report does not contain anyqualification reservation adverse remark or disclaimer

b. Secretarial Audit

Pursuant to the provisions of Section 204 of the Companies Act 2013 and the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Company hasappointed M/s. SVD & Associates Company Secretaries Pune to undertake theSecretarial Audit of the Company for the year 2021-22. The Report of the Secretarial Auditis annexed herewith as Annexure 'V' to this Report. The Secretarial Audit Report ofmaterial subsidiary Nandi Infrastructure Corridor Enterprises Limited is enclosed inAnnexure 'VI'

c. Cost Auditor

The cost audit rules are not applicable to the Company.

d. Consolidated Accounts

The Consolidated Accounts for the year ended 31st March 2022 are enclosed.Further a statement containing the salient features of the financial statements ofsubsidiaries in the prescribed Form AOC-1 is appended as Annexure to Note No.35 whichforms part of this Report.

The Company will make the said financial statements and related detailed informationavailable upon the request by any Member of the Company. These financial statements willalso be kept open for inspection at the Registered Office of the Company. Pursuant to theprovisions of Section 136 of the Companies Act 2013 the financial statements of theCompany consolidated financial statements along with relevant documents and the financialstatements of subsidiaries are available on the website of the Company athttp://www.bfutilities.com/Financial%20-%20Results.html &http://www.bfutilities.com/AnnualReports.html

The Company has adopted a Policy for determining Material Subsidiaries in terms ofRegulation 16(1)(c) of the SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 ("SEBI Listing Regulations''). The Policy as approved by theBoard is uploaded on the Company's website at http://www.bfutilities.com/pdfs/Policy%20on%20Material%20Subsidiary.pdf

23. EXPLANATION ON COMMENTS ON STATUTORY AUDITORS' AND SECRETARIAL AUDITORS' REPORTS

There are no qualifications reservations or adverse remarks or disclaimers made byM/s. G. D. Apte & Co. Statutory Auditors in their Audit Report on standaloneaccounts and Consolidated Accounts. M/s. SVD &

Associates Practicing Company Secretary in their Secretarial Audit Report have madecertain qualifications. The auditor's qualifications and Boards explanation thereto aresummarized as under:

Auditors Qualifications Boards' explanation
A ) Secretarial Audit -
As required under respective Regulations of LODR :
1. As per the revised CSR computation and e-Form CSR-2 filed by the Company there is no unspent amount of CSR obligation for the financial year 2020-2021 (said year) that is required to be ransferred to the fund specified in Schedule VII pursuant to the provisions of sub-section (5) of section 135 of the Act as was disclosed in the Board's Report of the said year. The observation is self explanatory
2. The Company has delayed in submission of consolidated financial results under Regulation 33 (3)(b) of LODR for the quarter ended June 30 2021. Consequently the Company received notices from BSE Limited (BSE) and National Stock Exchange of India Limited (NSE) both dated September 14 2021 imposing a fine of Rs.23600/- each. The Company has duly paid the fine imposed. The delay was for reasons beyond the control of the Company.

24. PARTICULARS OF LOANS GUARANTEES OR INVESTMENT UNDER SECTION 186

During the year the Company has not made any investments other than the CurrentInvestments. The closing balances of investments which would be covered under Section 186of the Companies Act 2013 are disclosed in the Schedule of Non-Current Investments inthe Financial Statements. The details of loans and guarantees if any are disclosed inthe financial statement of 2021-22.

25. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES REFERRED TO IN

SUB-SECTION (1) OF SECTION 188 OF THE COMPANIES ACT 2013

Pursuant to the provisions of Section 134 of the Companies Act 2013 read with Rule 8(2) of the Companies (Accounts) Rules 2014 the particulars of contracts or arrangementsentered into by the Company with Related Parties have been done at arm's length and are inthe ordinary course of business. Particulars are being provided in Form AOC - 2 inAnnexure 'VII' Related Party Disclosures as per AS -18 have been provided in to Note No.29to the Standalone Financial Statements.

The Company has formulated a Policy on Related Party Transactions which is available onthe Company's website athttp://www.bfutilities.com/pdfs/Related%20Party%20Transactions%20Policy.pdf . All relatedparty transactions entered into during FY 2021-22 were on arm's length basis and in theordinary course of business.

All transactions with related parties were reviewed and approved by the AuditCommittee. 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 also provided in theaccompanying Financial Statements.

26. STATE OF COMPANY'S AFFAIRS

Discussion on state of Company's affairs has been covered in the Management Discussionand Analysis.

27. AMOUNTS PROPOSED TO BE CARRIED TO RESERVES

Particulars of the amounts proposed to be carried to reserves have been covered as partof the financial performance of the Company.

28. MATERIAL CHANGES AND COMMITMENTS BETWEEN THE DATE OF THE BALANCE SHEET AND

THE DATE OF REPORT

There have been no material changes and commitments affecting the financial position ofthe Company which have occurred between the end of the Financial Year of the Company towhich the Financial Statements relate and the date of the report except as disclosedelsewhere in this report.

29. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND

OUTGO

Conservation of Energy and Technology Absorption

The particulars relating to conservation of energy technology absorption foreignexchange earnings and outgo as required to be disclosed under Section 134(3)(m) of theCompanies Act 2013 read with Rule 8 of the Companies (Accounts) Rules 2014 are annexedherewith as Annexure 'VIII' to this report.

30. DIVIDEND DISTRIBUTION POLICY :

In term of Regulations 43A of SEBI Listing Regulations the Board of Directors of theCompany has adopted a Dividend Distribution Policy which can be accessed on the website ofthe Company at http://www.bfutilities.com/ pdfs/Dividend%20Distribution%20Policy.pdf

31. RISK MANAGEMENT POLICY

Risk Management at BF Utilities Ltd. forms an integral part of Management focus.

The Risk Management Committee oversees the risk management process in the Company. TheRMC is chaired by an Independent Director and the Chairperson of the Audit Committee isalso a member of the RMC.

Some of the risks identified are set out in the Management Discussion and Analysis andthis report which forms part of this Integrated Annual Report.

The Company has in place a mechanism to identify assess monitor and mitigate variousrisks to key business objectives. Major risks identified are systematically addressedthrough mitigating actions on a continuing basis. These are discussed at the meetings ofthe Audit Committee and the Board of Directors of the Company.

32. CORPORATE SOCIAL RESPONSIBILITY (CSR)

The Corporate Social Responsibility ('CSR') activities of the Company are governedthrough the Corporate Social Responsibility Policy ('CSR Policy') approved by the Board.The CSR Policy guides in designing CSR activities for improving quality of life of societyand conserving the environment and biodiversity in a sustainable manner. The CSR Committeeof the Board oversees the implementation of CSR Projects in line with the Company's CSRPolicy. The CSR Policy is available on Company's website http://www.bfutilities.com/pdfs/Corporate%20Social%20Responsibility%20Policy.pdf

The Annual Report on CSR activities for FY 2021-22 is enclosed as 'Annexure I' to thisReport.

33. PERFORMANCE AND FINANCIAL POSITION OF EACH OF THE SUBSIDIARIES ASSOCIATES AND

JOINT VENTURE COMPANIES:

The details are given in Annexure 'III'

34. CHANGE IN THE NATURE OF BUSINESS IF ANY

There has been no change in the nature of business during the Financial Year underreview.

35. DETAILS OF DIRECTORS OR KEY MANAGERIAL PERSONNEL WHO WERE APPOINTED OR HAVE

RESIGNED DURING THE YEAR

Directors appointed during the year

Name of Director Designation Term of appointment
Mr. B. S. Mitkari Director Re-appointed with effect from 29th September 2021 subject
to retirement by rotation

Independent Directors

The Company has received declarations from all the Independent Directors confirmingthat they meet the criteria of independence as prescribed under Section 149(6) of the Actand Regulation 16(1)(b) of the SEBI Listing Regulations and are independent of themanagement. In terms of Regulation 25(8) of the SEBI Listing Regulations they haveconfirmed that they are not aware of any circumstance or situation which exist or may bereasonably anticipated that could impair or impact their ability to discharge theirduties with an objective independent judgement and without any external influence. TheBoard of Directors of the Company has taken on record the declaration and confirmationsubmitted by the Independent Directors after undertaking due assessment of the veracity ofthe same. They are not liable to retire by rotation in terms of Section 149(13) of theAct.

The Board is of the opinion that the Independent Directors of the Company possessrequisite qualifications experience and expertise in the fields of technology strategyfinance engineering and Law etc. and that they hold highest standards of integrity

The Independent Directors of the Company have confirmed that they have enrolledthemselves in the Independent

Directors' Databank maintained with the Indian Institute of Corporate Affairs ('IICA')in terms of Section 150 of the Act read with Rule 6 of the Companies (Appointment &Qualification of Directors) Rules 2014. They are exempt from the requirement to undertakethe online proficiency self-assessment test conducted by IICA.

Details of Familiarisation Programme for the Independent Directors are providedseparately in the Corporate Governance Report which forms a part of this Integrated AnnualReport.

Key Managerial Personnel ('KMP')

In terms of the provisions of Section 2(51) and Section 203 of the Act the followingare the KMP of the Company:

3 Mr. B. S. Mitkari CEO / CFO & 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 31 2022.

Procedure for Nomination and Appointment of Directors.

The NRC is responsible for developing competency requirements for the Board based onthe industry and strategy of the Company. The Board composition analysis reflects in-depthunderstanding of the Company including its strategies environment operations financialcondition and compliance requirements.

The NRC conducts a gap analysis to refresh the Board on a periodic basis includingeach time a Director's appointment or re-appointment is required. The Committee is alsoresponsible for reviewing the profiles of potential candidates vis-a-vis the requiredcompetencies and meeting the potential candidates prior to making recommendations oftheir nomination to the Board. At the time of appointment specific requirements for theposition including expert knowledge expected is communicated to the appointee.

The list of core skills expertise and competencies of the Board of Directors as arerequired in the context of the businesses and sectors applicable to the Company areidentified by the Board and are available with the Board. The Company has also mapped eachof the skills expertise and competencies against the names of the Board Memberspossessing the same. The same is disclosed in the Corporate Governance Report forming partof this Integrated Annual Report.

Criteria for determining Qualifications Positive Attributes and Independence of aDirector

The NRC has formulated the criteria for determining qualifications positive attributesand independence of Directors in terms of provisions of Section 178(3) of the Act and theSEBI Listing Regulations. The relevant information has been given in 'Annexure II' whichforms part of this Report. The Policy on Nomination & Remuneration Policy is availableon the website of the Company http://www.bfutilities.com/pdfs/Nomination%20and%20Renumeration%20Policy.pdf

Board Evaluation

The Board has carried out the annual evaluation of its own performance and that of itsCommittees and individual Directors for the year pursuant to the provisions of the Act andthe SEBI Listing Regulations.

The performance of the Board and individual Directors was evaluated by the Board afterseeking inputs from all the Directors. The criteria for performance evaluation of theBoard included aspects such as Board composition and structure effectiveness of Boardprocesses contribution in the long-term strategic planning etc. The performance of theCommittees was evaluated by the Board after seeking inputs from the Committee Members. Thecriteria for performance evaluation are broadly based on the Guidance Note issued by SEBIon Board Evaluation which included aspects such as structure and composition ofCommittees effectiveness of Committee Meetings etc.

The Chairman of the Board had one-on-one meetings with each Independent Director andthe Chairman of the NRC had one-on-one meetings with each Executive and Non-ExecutiveNon-Independent Directors.

In a separate meeting the Independent Directors evaluated the performance ofNon-Independent Directors and performance of the Board as a whole including the Chairmanof the Board. The NRC reviewed the performance of the Board its Committees and of theIndividual Directors. The same was discussed in the Board Meeting that followed themeeting of the Independent Directors and the NRC at which the feedback received from theDirectors on the performance of the Board and its Committees was also discussed.

The Company follows a practice of addressing each of the observations and suggestionsby drawing up an action plan and monitoring its implementation through the Action TakenReport which is reviewed by the Board of Directors from time to time.

36. Directors proposed to be appointed and re-appointed at the ensuing Annual GeneralMeeting

1) Mr. A. B. Kalyani (DIN : 00089430) retires by rotation at the ensuing Annual GeneralMeeting and being eligible offers himself for re-appointment.

2) Re-appointment of Mr. B. S. Mitkari (DIN : 03632549) as a Wholetime Director of theCompany

3) Re-appointment of Mr. Shrikrishna K. Adivarekar (DIN 06928271) as an IndependentDirector of the Company

The brief resumes and other details relating to Directors who are proposed to bere-appointed as required to be disclosed under 'Regulations 2015' form part of the Notesand Statement setting out material facts annexed to the Notice of the Annual GeneralMeeting.

37. NAMES OF COMPANIES WHICH HAVE BECOME OR CEASED TO BE ITS SUBSIDIARIES JOINT

VENTURES OR ASSOCIATE COMPANIES DURING THE YEAR

N.A.

38. DETAILS OF DEPOSITS WHICH ARE NOT IN COMPLIANCE WITH THE REQUIREMENTS OF CHAPTER

V OF THE COMPANIES ACT 2013

The Company has not accepted Public Deposits under chapter V of The Companies Act2013.

39. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR

TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE

The Company has neither received nor is aware of any such order from Regulators Courtsor Tribunals during the year.

There are no application made or proceeding pending under the Insolvency and BankruptcyCode 2016 as at the end of the financial year nor has the Company done any one timesettlement with any Bank or Financial Institutions.

40. DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO

THE FINANCIAL STATEMENTS

The Company has suitable internal control system comprising of proper checks andbalances policies and procedures. This includes code of conduct whistle blower policyMIS and internal audit mechanism.

The Audit Committee along with Management review the internal audit and internalcontrols on a regular basis. The internal audit is conducted by an Independent CharteredAccountant.

The Audit Committee deliberated with the members of the management considered thesystems as laid down and met the internal audit team and statutory auditors to ascertaintheir views on the internal financial control systems. The Audit Committee satisfieditself as to the adequacy and effectiveness of the internal financial control system aslaid down and kept the Board of Directors informed. However the Company recognises thatno matter how the internal control framework is it has inherent limitations andaccordingly periodic audits and reviews ensure that such systems are updated on regularintervals.

41. COMPOSITION OF BOARD AND AUDIT COMMITTEE

The composition of the Board and Audit Committee has been mentioned in the CorporateGovernance Report annexed to this Report.

42. COMPOSITION OF CSR COMMITTEE

The CSR Committee comprised 3 Members out of which 1 is independent Directors. Duringthe year under review 1 meeting of the CSR Committee was held details of which areprovided in the Corporate Governance Report. The CSR Policy is available on the website ofthe Company at http://www.bfutilities.com/pdfs/Corporate%20Social%20Responsibility%20Policy.pdf. During the year under review there wereno instances when the recommendations of the CSR Committee were not accepted by the Board.

In view of the loss u/s 198 of the Companies Act 2013 the Company has no CSRobligations in FY 2021-22.

43. 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 Company and other personsdealing with the Company to report to the Chairman of the Audit Committee; any instance ofunethical behavior actual or suspected fraud or violation of the Company's Code ofConduct. The aforesaid policy has also been uploaded on the Company's websitehttp://www.bfutilities.com/pdfs/Whisle%20Blower%20Policy.pdf

44. CASH FLOW

A Cash Flow Statement for the year ended 31st March 2022 is attached to theBalance Sheet.

45. CORPORATE GOVERNANCE

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

46. OBLIGATION OF COMPANY UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE

(PREVENTION PROHIBITION AND REDRESSAL) ACT 2013

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

The Company has constituted Internal Complaints Committee under the POSH Act and duringthe year under review no complaints were received by the Committee

47. REPORTING OF FRAUD

During the year under review the Statutory Auditors and Secretarial Auditors have notreported any instances of frauds committed in the Company by its officers or employees tothe Audit Committee under Section 143(12) of the Act details of which needs to bementioned in this Report.

48. AUDITORS

1 . Statutory Auditors

At the 21st Annual General Meeting held on 29th September 2021 M/s. G. D. Apte &Company Chartered Accountants (Firm Registration No.100515W) were appointed as StatutoryAuditors of the Company to hold office till the conclusion of 26th Annual General Meetingto be held in the year 2026.

2 . Secretarial Audit

Pursuant to the provisions of Section 204 of the Companies Act 2013 and the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Company hasappointed M/s. SVD & Associates Practicing Company Secretaries to undertake theSecretarial Audit of the Company for the year 2021-22. The Secretarial Audit Report isannexed herewith as Annexure "V".

M/s. SVD & Associates Practicing Company Secretaries have also submittedSecretarial Compliance Report as laid down in SEBI Circular CIR/CFD/CMD1/27/2019 dated 8thFebruary 2019 and have also confirmed that the Company has complied with of all applicableSEBI Regulations and circulars / guidelines issued thereunder for the Financial Year2021-22 subject to the observations given therein.

3 . SECRETARIAL STANDARDS

During the year under review the Company has complied with Secretarial Standardsissued by The Institute of Company Secretaries of India and approved by the CentralGovernment under Section 118(10) of the Companies Act 2013 to the extent applicable.

49. CERTIFICATE FROM PRACTICING COMPANY SECRETARY:

The Company has received a certificate from Mr. Sunny Warghade Company Secretaryconfirming that none of the Directors on the Board of the Company have been debarred ordisqualified by MCA or SEBI or any such statutory authority from being appointed /continuing as Director and the same is appended as Annexure 'IX' to the Directors' Report.

50. ANNUAL RETURN

Pursuant to Section 92(3) read with Section 134(3)(a) of the Act the Annual Return ason March 31 2022 is available on the Company's website at http://www.bfutilities.com

51. ACKNOWLEDGMENTS

Your Directors wish to place on record their appreciation for the contribution madeand support provided to the Company by the shareholders employees and bankers during theyear under the report.

For and on behalf of the Board of Directors For BF Utilities Limited

B.N. Kalyani B.S. Mitkari
Chairman CEO / CFO / Company
Pune Secretary
28th June 2022 DIN:00089380 DIN:03632549

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