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Bharat Bijlee Ltd.

BSE: 503960 Sector: Engineering
NSE: BBL ISIN Code: INE464A01028
BSE 00:00 | 28 Sep 1860.25 -1.65
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1859.40

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1897.65

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1843.60

NSE 00:00 | 28 Sep 1861.50 3.20
(0.17%)
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1879.00

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1897.70

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1818.10

OPEN 1859.40
PREVIOUS CLOSE 1861.90
VOLUME 10678
52-Week high 2169.00
52-Week low 1303.10
P/E 18.06
Mkt Cap.(Rs cr) 1,051
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 1859.40
CLOSE 1861.90
VOLUME 10678
52-Week high 2169.00
52-Week low 1303.10
P/E 18.06
Mkt Cap.(Rs cr) 1,051
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Bharat Bijlee Ltd. (BBL) - Director Report

Company director report

TO THE MEMBERS

The Directors are pleased to present their 74th Annual Report on thebusiness and operations of the Company together with the Audited Accounts for thefinancial year ended March 31 2021.

COVID-19 UPDATE:

The financial year 2020-21 began under the shadow of the global COVID-19 pandemic. Thelockdown imposed to combat the pandemic both domestically and globally has had adevastating impact on economic activity and global supply chains. Your Company tookvarious measures to monitor and mitigate the effects of COVID-19 and its constraints onoperations. Cross-functional task forces were formed to:

- Ensure smooth running of the factory while placing priority on safety and health ofemployees.

- Track policy decisions and orders by various authorities and to assess their impacton the Company.

- Create a connected infrastructure for working remotely from home to maintain avirtual presence with customers and other stakeholders.

- Keep employees engaged and productive while working from home.

- Monitor the contractual obligations of the Company.

- Continuously monitor financial indicators of the Company and take appropriatemeasures.

The performance of the Company was adversely affected by the lockdown which disruptedproduction and severely impaired supply chains and logistics. Manufacturing operationswere curtailed during the first two quarters and began a return to normalcy only duringthe third quarter.

The Company also incurred additional costs on the health safety and transportation ofemployees at its factory and offices. Many employees other than those directly involvedin production were able to work remotely which ensured safety standards at workplacesand continuity of business. The employees of the Company involved in production and directsupport functions have exhibited exemplary commitment to maintain production amid thedaily challenges and adversities.

GENERAL OUTLOOK OF INDUSTRY AND ECONOMY:

The National Statistical Office (NSO) has released the Second Advance Estimates (2ndAE) for FY 2021 which place contraction of GDP at 8.0%. This reflects the massivenegative impact of the pandemic on the economy. Gross Fixed Capital Formation (GFCF) thenet investment in fixed assets contracted by 47% in the first quarter and shrank afurther 7.3% in the September-ending quarter. However a sharp pick up in capital spendingby the Government of India spurred GFCF growth in Q3 of FY 2021 even while stategovernment capital spending contracted and private sector participation remained unevenand subdued.

In a challenging environment beset with the challenges of an unprecedented naturalcalamity compounding an already weak economy your Company is constantly enriching itsproduct and solutions portfolio while retaining a focus on profitable marketopportunities.

FINANCIAL PERFORMANCE:

(Rs. in Lakhs)

Year ended 31st March 2021 Year ended 31st March 2020
Sales and Services 73104.86 92872.67
Other Income 2679.55 3013.81
75784.41 95886.48
Profit/(Loss) before Interest & Financial Charges Depreciation Exceptional items and Tax 6332.65 9817.38
Less : Interest and Financial Charges 1697.87 2028.74
Less : Depreciation 969.24 897.01
Profit before Tax 3665.54 6891.63
Less : Provision for Taxation 1060.55 2329.63
Profit/(Loss) after Taxation 2604.99 4562.00
Add : Profit /(Loss) Brought Forward 18313.40 15481.00
(Less) / Add: Other Comprehensive Income arising from re-measurement of Defined Benefit Plan (net of tax) 94.45 (26.28)
Net Surplus available for Appropriation 21012.84 20016.72
Less: Dividend on Equity shares * for FY 2018-19 and FY 2019-20 - (1412.90)*
Less: Tax on Dividend on Equity Shares * for FY 2018-19 and FY 2019-20 - (290.42)*
Profit Carried Forward 21012.84 18313.40

DIVIDEND:

Your Directors are pleased to recommend a Dividend for the Financial Year 2020-2021 ofRs.5/- (Rupees Five Only) per Equity Share of Face Value of Rs.10/- (Rupees Ten Only)each i.e. @ 50% (Fifty per cent) subject to approval of the Members at the ensuing 74thAnnual General Meeting (AGM).

The proposed dividend if approved at the AGM will absorb a sum of Rs.282.58 lakhs(previous year : Rs.851.66 Lakhs including dividend distribution tax).

The Dividend on equity shares as recommended by the Board of Directors if declared atthe 74th AGM will be paid to the Shareholders whose names appear in theRegister of Members of the Company as on cut-off date i.e. Friday September 17 2021upon close of business hours and in respect of shares held in dematerialized form it willbe paid to Shareholders whose names are furnished by National Securities DepositoryLimited (NSDL) and Central Depository Services (India) Limited (CDSL) as the beneficialowners as on that date.

The Shareholders of the Company are requested to note that the Income Tax Act 1961 asamended by and read with the Finance Act 2020 mandates that dividends paid ordistributed by a Company after April 1 2020 shall be taxable in the hands of theShareholders. The Company shall therefore be required to deduct Tax at Source (TDS) atthe time of making payment of the Dividend for the F.Y 2020-2021.

Your Company will be sending communication to the Shareholders informing them to submitthe necessary documents to enable your Company to calculate the amount of tax required tobe deducted from the proposed dividend in respect of each eligible Shareholders. Theaforesaid communication will be sent via email to those shareholders who have registeredtheir email id with your Company and for shareholders who have not registered their emailaddresses through courier/ post at their latest registered address available with yourCompany. The said communication shall be hosted on the website of the Companyhttps://www.bharatbiilee.com/.

Pursuant to the provisions of Regulation 43A of Listing Regulations as amended by SEBI(Listing Obligations and Disclosure Requirements) (Second Amendment) Regulations 2021vide circular no. SEBI/LAD-NRO/ GN/2021/22 dated May 5 2021 makes it mandatory for thetop 1000 listed entities based on their market capitalization calculated as on March 31 ofevery financial year to formulate Dividend Distribution Policy.

Your Company as at March 31 2021 stands at 929 out of top 1000 Listed Companiesbased on Market Capitalisation (as per BSE India Limited). Accordingly Board of Directorsat its Meeting held on August 4 2021 approved and adopted Dividend Distribution Policythe same is hosted on the website of the Company https://www.bharatbijlee.com/media/20440/bbl_div-dist-policy_04082021.pdf

OPERATIONS:

Income from Sales and Services for the Company at Rs.73104.86 lakhs (compared toRs.92872.67 lakhs in the previous year) was lower by 21% principally due to the COVID-19pandemic impact. The profit before tax consequently was lower from Rs.6891.63 lakhs inthe previous year at Rs.3665.54 lakhs.

FINANCE:

Lower sales due to the COVID-19 pandemic impact a tight leash on working capital anda softer interest rate regime caused reduction in finance cost by Rs.330.87 lakhs comparedto the previous year. The free reserves of the Company as on March 312021 increased byRs.2699.44 lakhs to Rs.45484.21 lakhs. The credit rating for the bank facilities enjoyedby the Company has been retained at ICRA A+ (Stable) (Long Term) and ICRA A1 + (ShortTerm).

Rs.303059/- (Rupees Three Lakhs Three Thousand Fifty Nine only) was transferred tothe Investor Education and Protection Fund out of which Unclaimed Dividend amounted toRs.127430/- (Rupees One Lakh Twenty Seven Thousand Four Hundred Thirty only) andUnclaimed Fixed Deposit and Unclaimed Fixed Deposit Interest amounted to Rs.175629/-(Rupees One Lakh Seventy Five Thousand Six Hundred Twenty Nine only).

HUMAN RESOURCES AND EMPLOYEE RELATIONS:

There is an ongoing emphasis on building a progressive Human Resources culture withinthe Organisation. Structured initiatives to nurture talent and create a workingenvironment that fosters motivation teamwork and result orientation continue to beaddressed. Productivity level continued to be subject to continuous monitoring. Employeesat all levels exhibited a great resolve to overcome difficulties posed by pandemic.

Employee strength as on March 31 2021 was 1720 as compared to 1731 in the previousyear.

SUBSIDIARY / JOINT VENTURE / ASSOCIATE COMPANIES:

The Company has no Subsidiary / Joint Venture / Associate Companies during theFinancial year ending March 31 2021. Accordingly a Statement under the provisions ofSection 129(3) of the Companies Act 2013 containing salient features of the financialstatements of the Company's subsidiary(ies) in Form AOC-1 is not enclosed.

DEPOSITS:

The Company has not accepted / renewed any fixed deposits from the public or theMembers within the meaning of Section 73 of the Companies Act 2013 read with Chapter Vof the Companies Act 2013 and the Companies (Acceptance of Deposits) Rules 2014 duringthe financial year 2020-2021 and as such no amount of principal or interest on depositsfrom public or the Members was outstanding as of the Balance Sheet date.

MATERIAL CHANGES AND COMMITMENTS IF ANY AFFECTING FINANCIAL POSITION OF THE COMPANYFROM THE END OF THE FINANCIAL YEAR AND TILL THE DATE OF THIS REPORT:

Except as disclosed elsewhere in this Board's Report no material changes andcommitments which could affect the Company's financial position have occurred since theclose of the financial year i.e. March 31 2021 till the date of this Board's Report.Further it is hereby confirmed that there has been no change in the nature of business ofthe Company.

DISCLOSURE OF INTERNAL FINANCIAL CONTROLS:

The Internal Financial Controls framework as designed and implemented by the Company isadequate and commensurate with the size scale and complexity of its operations. Theframework has been designed to provide reasonable assurance with respect to recording andproviding reliable financial and operational information complying with applicable lawssafeguarding of assets transactional controls and ensuring compliance with the Company'spolicies & procedures. The internal controls are tested for adequacy efficiency andeffectiveness through audits by the in-house internal audit department and theobservations corrective and preventive actions are reviewed by the management and AuditCommittee of the Board of Directors. During the financial year under review no materialweakness in the design or effectiveness was observed.

The framework on Internal Financial Controls over Financial Reporting has been reviewedby the internal and the external auditors and concluded to be adequate & effective asat March 31 2021.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNAL:

There are no significant and / or material orders passed by the Regulator(s) orCourt(s) or Tribunal(s) impacting the going concern status of the Company and its businessoperations in future.

PARTICULARS OF CONTRACT OR ARRANGEMENT WITH RELATED PARTIES:

All contracts / arrangements / transactions entered by the Company during the financialyear 2020-2021 with related parties as defined under Section 188 of the Companies Act2013 and the Rules made there under and as per the applicable provisions of Securities andExchange Board of India (Listing Obligations & Disclosure Requirements) Regulations2015 (hereinafter referred as "the Listing Regulations") were in the ordinarycourse of business and on arm's length basis. Further no material related partytransactions were entered during the Financial Year under review by your Company.Accordingly disclosure of related party transactions as required under Section 134(3)(h)of the Companies Act 2013 read with the Companies (Accounts) Rules 2014 in Form AOC -2is not applicable to your Company.

Further all such contracts / arrangements / transactions were placed before the AuditCommittee and Board for their approval. Prior omnibus approval of the Audit Committee /Board is obtained on an annual basis which is reviewed and updated on quarterly basis.

Your Company has formulated a policy on Related Party Transactions which is alsoavailable on the website of the Company https://www.bharatbiilee.com/.

Your Directors draw attention of the Members to Note No. 34 of Financial Statementswhich sets out disclosures on related parties and transactions entered into with themduring the financial year under review.

PARTICULARS OF LOANS GUARANTEE INVESTMENTS AND SECURITIES:

Particulars of loans guarantees investments and securities provided during thefinancial year under review covered under the provisions of Section 186 of the CompaniesAct 2013 have been provided in the Financial Statements which forms part of this AnnualReport. (Please refer Note No. 5 and 9 to the Financial Statements).

PARTICULARS OF LOANS / ADVANCES / INVESTMENTS AS REQUIRED UNDER THE LISTINGREGULATIONS:

The details of related party disclosures with respect to loans / advances / investmentsat the year end and maximum outstanding amount thereof during the year as required under{Part A of Schedule V of the Listing Regulations have been provided in the notes to theFinancial Statements of the Company. (Please refer Note No. 9 to the FinancialStatements).

BOARD OF DIRECTORS:

In accordance with the provisions of Section 152 of the Companies Act 2013 and theArticles of Association of the Company Mr. Ravi Chaudhary (DIN 06728841) Non-ExecutiveNon-Independent Director of the Company being longest in the office shall retire byrotation at the ensuing 74th Annual General Meeting (‘AGM') and beingeligible offers himself for re-appointment.

During the period under review Mr. Ravi Chaudhary who was appointed as Non-ExecutiveNon-Independent Director of the Company liable to retire by rotation with effect fromJune 30 2020 was regularized and approved by the Members at the 73rd AGM heldthrough Video Conferencing (VC) / Other Audio-Visual Means (OAVM) on September 29 2020.

Except as explained hereinabove there were no changes in Directorship of the Companyas well as in Key Managerial Personnel category during the period under review. As onMarch 31 2021 your Company has Nine (9) Directors consisting of Five (5) IndependentDirectors including one (1) Woman Director Three (3) Executive Directors and One (1)Non-Executive Director.

Pursuant to the provisions of Regulation 34(3) read with Schedule V of the Securitiesand Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations2015 the Company has obtained a Certificate from a Company Secretary in Practicecertifying that none of the Directors of the Company have been debarred or disqualifiedfrom being appointed or continuing as Directors of companies by the Securities andExchange Board of India (SEBI) or by the Ministry of Corporate Affairs (MCA) or by anysuch statutory authority.

Further during the period under review no Non-Executive Director of the Company hadany pecuniary relationship or transactions with the Company.

Also details relating to Mr. Ravi Chaudhary Non-Executive Non-Independent Director ofthe Company who is seeking re-appointment as required under Regulation 36 of the ListingRegulations / SS-2 is disclosed as part of the Notice dated August 4 2021 of theensuing 74th Annual General Meeting.

KEY MANAGERIAL PERSONNEL:

As on the date of this Boards' Report the Company had the following Key ManagerialPersonnel in terms of provisions of Section 203 of the Companies Act 2013 read with theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014:

Name Designation
Mr. Nikhil J. Danani (DIN: 00056514) Managing Director
Mr. Nakul P Mehta (DIN: 00056561) Managing Director
Mr. Shome N. Danani (DIN: 00217787) Whole-time Director
Mr. Durgesh N. Nagarkar Company Secretary
Mr. Yogendra S. Agarwal Chief Financial Officer

DECLARATIONS BY INDEPENDENT DIRECTORS:

Pursuant to the provisions of Section 149(7) of the Companies Act 2013 and Regulation16 (1) (b) of the Listing Regulations the Company has received individual declarationsfrom all the Independent Directors whose names are appended herein below confirming thatthey fulfill the criteria of independence as prescribed under Section 149(6) of theCompanies Act 2013 and the rules made there under and to hold the office of IndependentDirector of the Company for the financial year ended March 31 2021:

1. Mr. Prakash V. Mehta;

2. Mr. Sanjiv N. Shah;

3. Mr. Jairaj C. Thacker;

4. Mr. Rajeshwar D. Bajaaj &

5. Mrs. Mahnaz A. Curmally

There has been no change in the circumstances which may affect their status asIndependent director during the financial year under review.

Further in the opinion of the Board the Independent Directors also possess theattributes of integrity expertise and experience as required to be disclosed under Rule8(5) (iiia) of the Companies (Accounts) Rules 2014.

INDEPENDENT DIRECTORS DATA BANK:

The Independent Directors of the Company have registered themselves with the IndianInstitute of Corporate Affairs Manesar (‘IICA') as required under Rule 6 ofCompanies (Appointment and Qualification of Directors) Rules 2014. The IndependentDirectors of the Company have served for more than three (3) years on board of listedentities and hence they are exempt from the requirement to undertake and pass the onlineproficiency self-assessment test as per the proviso to Rule 6(4) of Companies (Appointmentand Qualification of Directors) Rules 2014.

MEETINGS OF THE BOARD:

The Board meets at regular intervals to discuss on Company / Business's policy andfinancial results apart from other Board business. A Notice of the Board Meeting alongwith the Agenda and accompanying notes are circulated to the Directors a week prior to thedate of the Board / Committee Meeting to enable the Board / Committee Members to take aninformed decision. All material information is included in the agenda for facilitatingmeaningful discussions at the respective Meetings. The Board is updated on the discussionsheld at the Committee Meetings and the recommendations made by various Committees.

The information as required under Regulation 17(7) of SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 is made available on a quarterly basis to theBoard.

Prior approval of Board is sought for circulating the agenda items with shorter noticefor matters that form part of the Board and Committee Agenda and are considered to be inthe nature of Unpublished Price Sensitive Information.

During the F.Y 2020-2021 your Company's Board of Directors met 5 (five) times inaccordance with the provisions of the Act and the Rules made there under. On account ofpandemic of COVID-19 consequent lockdown and taking into consideration safety and healthof the Board Members and other Invitees all the Board Meetings during the financial yearwere held through Video Conferencing in compliance with the provisions of Section 173 ofthe Companies Act 2013 read with Rule 3 of the Companies (Meetings of Board and itsPowers) Rules 2014 as amended. Also Board of Directors of your Company passed aresolution by circulation on May 18 2020.

Date on which Board . Meetings were held Total strength of the Board No. of Directors Present
1 June 30 2020 8 8
2 August 13 2020 9 9
3 November 10 2020 9 8
4 February 10 2021 9 9
5 March 11 2021 9 9

Detailed information on the Board Meetings with regard to their dates and attendance ofeach of the Directors thereat have been included in the Corporate Governance Report whichforms part of this Board's Report.

Additionally during the financial year ended March 312021 a separate meeting of theIndependent Directors without the presence of Executive Directors or ManagementRepresentatives was held on February 10 2021 in compliance with the requirements ofSchedule IV of the Companies Act 2013 and Regulation 25(3) and 25(4) of the ListingRegulations.

AUDIT COMMITTEE:

The constitution and terms of reference of the Audit Committee are in accordance withand covers all the matters specified under Section 177 of the Companies Act 2013 andRegulation 18 read with Part C of Schedule II of the Listing Regulations. The Committeeconsists entirely of the Independent Directors namely :

Name of Member . DIN Designation Category
1 Mr. Sanjiv N. Shah 00007211 Chairman Independent Director
2 Mr. Prakash V. Mehta 00001366 Member Independent Director
3 Mr. Jairaj C. Thacker 00108552 Member Independent Director

The Audit Committee also oversees and reviews the functioning of a vigil mechanism(implemented in the Company as a Whistle Blower Policy) and reviews the findings ofinvestigation into cases of material nature and the actions taken in respect thereof.

During the year under review there was no instance wherein the Board had not acceptedany recommendation of the Audit Committee. The terms of reference of Audit Committee andother details including number of Meetings held are provided in the Corporate GovernanceReport which forms part of this Board's Report.

NOMINATION AND REMUNERATION COMMITTEE:

The constitution and terms of reference of the Nomination and Remuneration Committee(‘NRC') are in accordance with and covers all the matters specified under Section 178of the Companies Act 2013 and Regulation 19 read with Part D of Schedule II of theListing Regulations.

The NRC consists entirely of the Independent Directors namely :

Name of Member DIN Designation Category
1 Mr. Sanjiv N. Shah 00007211 Chairman Independent Director
2 Mr. Prakash V. Mehta 00001366 Member Independent Director
3 Mr. Jairaj C. Thacker 00108552 Member Independent Director

During the period under review the Board on the recommendation of the NRC approved andadopted the revised "Nomination and Remuneration Policy" for Directors KeyManagerial Personnel and Senior Management Employees effected from May 27 2021. TheRemuneration Policy is directed towards rewarding performance based on review ofachievements. It aims to retain motivate and promote talent and to ensure long termsustainability of talented managerial persons and create competitive advantage.

The details of "Nominations and Remuneration Policy" are explained in theReport on Corporate Governance along with the other details which forms part of thisBoard's Report and are hosted on the website of the Companyhttps://www.bharatbiilee.com/media/1208/bbl_nomination-and-remuneration-policy_27052021.pdf.

STAKEHOLDERS RELATIONSHIP COMMITTEE:

The composition powers role and terms of reference of the Stakeholders' RelationshipCommittee (‘SRC') are in accordance with the requirements mandated under Section 178of the Companies Act 2013 and Regulation 20 read with Part D of Schedule II of ListingRegulations 2015. It comprises:

Name of Member. DIN Designation Category
1 Mr. Prakash V. Mehta 00001366 Chairman Independent Director
2 Mr. Sanjiv N Shah 00007211 Member Independent Director
3 Mr. Nikhil J. Danani 00056514 Member Managing Director
4 Mr. Nakul P Mehta 00056561 Member Managing Director

The detailed terms of reference and other information about the Committee has beenprovided in the Corporate Governance Report.

Shareholders Complaints are redressed through SEBI Complaints Redress System (SCORES).

Major aspects of Role of the Committee inter-alia include:

- Resolve the grievances of the security holders of the Company including complaintsrelated to Transfer / Transmission of shares non-receipt of Annual Report non-receipt ofdeclared Dividends issue of new / duplicate certificates general meetings etc.

- To review of measures taken for effective exercise of Voting Rights by Shareholders;

- To review of adherence to the Service Standards adopted by the Company in respect ofvarious services being rendered by the Registrar & Share Transfer Agent;

- Review of the various measures and initiatives taken by the Company for reducing thequantum of unclaimed dividends and ensuring timely receipt of dividend warrants/annualreports/statutory notices by the shareholders of the Company.

Shareholders' Complaints for the year ended March 31 2021:

No. of Shareholders' complaints received during the year 2
No. of complaints disposed off during the year 2
No. of complaints not resolved to the satisfaction of Shareholders NIL
No. of pending complaints NIL

CORPORATE SOCIAL RESPONSIBILITY COMMITTEE:

Pursuant to the requirement of Section 135 of the Companies Act 2013 read with theCompanies (Corporate Social Responsibility Policy) Rules 2014 a duly constitutedCorporate Social Responsibility Committee (‘CSR') is in place. During the financialyear under review the Committee was reconstituted with the induction of Mrs. Mahnaz A.Curmally Non-Executive Independent Director of the Company. Post reconstitution thecomposition of the CSR Committee is as follows :

Name of Member DIN Designation Category
1 Mr. Nakul P Mehta 00056514 Chairman Managing Director
2 Mr. Shome N. Danani 00217787 Member Executive Director
3 Mr. Jairaj C. Thacker 00108552 Member Independent Director
4 Mrs. Mahnaz A. Curmally 06907271 Member Independent Director

Further Board on the recommendation the CSR Committee approved and adopted Revised CSRPolicy of your Company effective from March 11 2021. The same can be accessed on theCompany's website https://www.bharatbiilee.com/ media/19986/bbl_csr-policy_11032021.pdf.

The Annual Report on CSR activities that includes details about brief outline on CSRPolicy developed and implemented by your Company Composition of CSR Committee and CSRinitiatives taken during the financial year 2020-2021 in accordance with Section 135 ofthe Act and other details required to be disclosed as per the latest format prescribedunder the Companies (Corporate Social Responsibility Policy) Rules 2014 as amended by theCompanies (Corporate Social Responsibility Policy) Amendment Rules 2021 dated January 222021 is set out at Annexure I forming part of this Board's Report.

EVALUATION OF DIRECTORS COMMITTEE AND BOARD:

Pursuant to the provisions of the Companies Act 2013 the Listing Regulations theNon-Independent Directors Board and Chairman of the Company was evaluated by theIndependent Directors of the Company in a separate meeting of Independent Directors heldon February 10 2021. The Independent Directors expressed their satisfaction with theevaluation process.

Further in line with Section 178(2) of the Companies Act 2013 Regulation 17(10) ofthe Listing Regulations and in accordance with the Guidance Note on Board Evaluationissued by SEBI in January 2017 the Annual Performance Evaluation of Board as a wholevarious Committees of the Board viz. Audit Committee Nomination and RemunerationCommittee Stakeholder Relationship Committee Corporate Social Responsibility Committeeand Banking Committee and all the Directors was undertaken in the Board Meeting held onFebruary 10 2021.

The criteria for performance evaluation of the Board and its Committees include aspectslike structure composition effectiveness of processes & meetings and other measures.The criteria for performance evaluation of the individual Directors include aspects likeprofessional conduct competency contribution to the Board and Committee Meetings andother measures. In addition the performance of the Chairman is also evaluated on keyaspects of his roles and responsibilities. Each Board Member completed a confidentialquestionnaire sharing vital feedback on how the Board currently operates and how itseffectiveness could be improved.

The outcome of the evaluation was noted by the Board at its Meeting held on February10 2021. Broadly the Directors have expressed their satisfaction with the evaluationprocess and the outcome. The Board also noted the key action points that emerged from theprocess for implementation.

BOARD DIVERSITY POLICY:

The Company has in place a Board Diversity Policy which is hosted on the website ofthe Company https://www.bharatbiilee.com/. The criteria for determining qualificationpositive attributes and independence of Directors are as per the Board Diversity PolicyListing Regulations and the Companies Act 2013.

RISK MANAGEMENT POLICY:

In line with the provisions of Regulation 21 of SEBI (Listing Obligations andDisclosure Requirements) (Second Amendment) Regulations 2021 effected from May 6 2021Constitution of the Risk Management Committee has been extended to Top 1000 ListedEntities determined on the basis of Market Capitalisation as at the end of the immediateprevious financial year as compared to the previous provision of Top 500 Listed Entities.

Your Company as at March 31 2021 stands at 929 out of top 1000 Listed Companiesbased on Market Capitalisation (as per BSE India Limited). Accordingly Board of Directorsat its Meeting held on May 27 2021 constituted the Risk Management Committee.

Risk Management Committee of the Board comprises of five (5) Members the details ofwhich are mentioned herein under:

Name of Member DIN Designation Category
1 Mr. Sanjiv N. Shah 00007211 Chairman Independent Director
2 Mr. Nikhil J. Danani 00056514 Member Managing Director
3 Mr. Nakul P. Mehta 00056514 Member Managing Director
4 Mr. Shome N. Danani 00217787 Member Executive Director
5 Mr. Yogendra S. Agarwal - Member CFO

As the amendment pertaining to constitution of Risk Management Committee came intoeffect from May 6 2021 no Meeting was held during the FY 2020-2021.

Please note your Company already had a Risk Management Policy in place. To bring thesaid Policy in line with the amended provisions of Regulation 21 read with Part D ofSchedule II of the SEBI (Listing Obligations and Disclosure Requirements) (SecondAmendment) Regulations 2021 a Revised Risk Management Policy on the recommendation ofthe Risk Management Committee was accordingly approved and adopted at the Board Meetingheld on August 4 2021. The same can be accessed on the Company's websitehttps://www.bharatbijlee.com/ media/1206/bbl_risk-management-policy_04082021.pdf

VIGIL MECHANISM POLICY:

Pursuant to the provisions of Section 178(9) of the Companies Act 2013 read with Rule7 of the Companies (Meetings of Board and its Powers) Rules 2014 and Regulation 22 ofthe Listing Regulations the Company has adopted a "Whistle Blower Policy" toprovide formal vigil mechanism to the Directors and employees of the Company to reporttheir genuine concern of any violations of legal or regulatory requirements incorrect ormisrepresentation of any financial statements and reports unethical behavior actual orsuspected fraud or violation of the Company's code of conduct etc.

Details of "Vigil Mechanism Policy" are available on the internal employeeportal as well as the website of the Company i.e.https://www.bharatbijlee.com/media/15062/ bbl_whistle-blower-policy.pdf. The Policyprovides that the Company investigates such reported matters in an impartial manner andtakes appropriate action to ensure that requisite standards of confidentialityprofessional and ethical conduct are always upheld.

The Policy also provides for direct access to the Chairperson of the Audit Committee.During the financial year under review no employee has been denied access to the Chairmanof the Audit Committee. Also Whistle blower complaints if any and their redressal arediscussed at the meeting of Audit Committee of the Board. During the financial year underreview no such complaints were received.

PREVENTION OF SEXUAL HARRASSMENT AT WORKPLACE:

Your Company gives prime importance to the dignity and respect of its employeesirrespective of their gender or hierarchy and expects responsible conduct and behaviour onthe part of employees at all levels.

To foster a positive workplace environment free from harassment of any nature yourCompany has institutionalized the ‘Policy for Prevention and Redressal of SexualHarassmentRs.in line with the requirements of Sexual Harassment of Women at Workplace(Prevention Prohibition & Redressal) Act 2013 (hereinafter referred as "thesaid Act") and Rules made there under through which we address complaints of sexualharassment at the all workplaces of the Company. The said policy has been uploaded on theinternal portal of the Company for information of all employees.

As per the provisions of Section 4 of the said Act the Board of Directors hasconstituted the Internal Complaints Committee (‘ICC') at the Registered Office Worksand at all the Regional Offices of the Company to deal with the complaints received by theCompany pertaining to gender discrimination and sexual harassment at workplace.

The ICC has been constituted covering the offices at Mumbai / Navi Mumbai consistingof the following Members:

Name of Officer Designation Position in Committee
1. Ms. Aarti Madhankar General Manager Human Resources Presiding Officer
2. Mr. Durgesh N. Nagarkar Company Secretary & Senior General Manager Member
3. Mr. Nitin R. Rathod General Manager Employee Relations Member
4. Ms. Kirti Kelkar Business Controler - Motors Member
5. Ms. Renu Rao General Manager- Business Solutions (Information Technology) Member

Also each branch of the Company has its own ICC consisting of officers from Serialno. 1 3 and 4 as mentioned herein above along with two more members employed at thebranches one of them consisting of a woman employed in those respective branches.

During the financial year under review HR Division conducted various online sessionsfor sensitizing women employees of BBL at All India Level.

Further as per the provisions of Section 21 & 22 of the said Act the Report onthe details of the number of cases filed under Sexual Harassment and their disposal forthe financial year under review is as under:

Sr. No. of cases No. pending as on the beginning of the financial year under review No. of complaints filed during the financial year under review No. of cases pending as on the end on the financial year under review
1. Nil Nil Nil

DIRECTORS' RESPONSIBILITY STATEMENT:

In terms of Section 134(3)(c) read with Section 134(5) of the Companies Act 2013 theBoard of Directors hereby confirms that:

a. in the preparation of the annual accounts the applicable accounting standards havebeen followed along with proper explanation relating to material departures;

b. such accounting policies have been selected and applied consistently and theDirectors have made judgments and estimates that are reasonable and prudent so as to givea true and fair view of the state of affairs of the Company as at March 312021 and of theProfit of the Company for the year ended on that date;

c. proper and sufficient care has been taken for the maintenance of adequate accountingrecords in accordance with the provisions of this Act for safeguarding the assets of theCompany and for preventing and detecting fraud and other irregularities;

d. the annual accounts of the Company have been prepared on a going concern basis;

e. internal financial controls have been laid down to be followed by the Company andthat such internal financial controls are adequate and were operating effectively;

f. proper systems have been devised to ensure compliance with the provisions of allapplicable laws and that such systems were adequate and operating effectively.

TRANSFER OF UNCLAIMED EQUITY SHARES TO INVESTOR EDUCATION AND PROTECTION FUND (IEPF)SUSPENSE ACCOUNT:

Pursuant to the provisions of Section 124 of the Companies Act 2013 and InvestorEducation and Protection Fund Authority (Accounting Audit Transfer and Refund) Rules2016 (‘IEPF Rules') (including any statutory modification(s) / re-enactment(s) /amendment(s) thereof for the time being in force) the dividend which remains unclaimed /unpaid for a period of seven (7) years from the date of transfer to the unpaid dividendaccount of the Company is required to be transferred to the Investor Education andProtection Fund Authority (‘IEPF') established by the Central Government. Alsoaccording to the IEPF Rules the shares in respect of which dividend has not been paid /claimed by the Shareholders for seven (7) consecutive years or more shall also betransferred to demat account created by the IEPF Authority.

Further in compliance with the provisions laid down in IEPF Rules the Company hadsent notices and also advertised in the newspapers seeking action from Shareholders whohave not claimed their dividends for seven (7) consecutive years or more.

Accordingly the Company has transferred Rs.127430/- being the unclaimed / unpaiddividend amount pertaining to Dividend for the financial year ended March 31 2013 to theIEPF during the year 2020-2021.

Also 1749 corresponding Equity Shares of Rs.10/- each on which dividend was notencashed / remained unclaimed for seven (7) consecutive years and the due date of whichwas September 4 2020 were transferred during the year 2020-2021 to the IEPF Accountafter following the prescribed procedure. It may please be noted that no claim shall lieagainst the Company in respect of share(s) transferred to IEPF pursuant to the said Rules.

However the Shareholders are entitled to claim their shares including all thecorporate benefits accruing on such shares if any from the IEPF Authority by submittingan online application in Form IEPF-5 and sending a physical copy of the Form IEPF-5 dulysigned by all the joint shareholders if any as per the specimen signature recorded withthe Company along with requisite documents enumerated in the Form I EPF-5 to theCompany's RTA. The Rules and Form IEPF-5 as prescribed for claiming back the shares areavailable on the website of the IEPF i.e. on www.iepf.gov.in.

The details of Nodal Officer of the Company in line with the provisions of IEPFRegulations are available on the Company website and can be accessed through the link:https://www.bharatbiilee.com/companv/investor-relations/ investor-contact/

PARTICULARS OF EMPLOYEES AND REMUNERATION:

Information as required under the provisions of Section 197(12) of the Companies Act2013 and Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel)Rules 2014 (including any statutory modification(s) / amendment(s) / re-enactmentthereof for the time being in force) is set out in Annexure II hereto which forms partof this Board's Report.

CORPORATE GOVERNANCE:

As stipulated under the provisions of Regulation 34(3) read with Schedule V (C) of theListing Regulations a separate Report on Corporate Governance enclosed as Annexure IVforms integral part of this Board's Report along with the requisite Compliance Certificateas required under Part E of Schedule V of the Listing Regulations issued by Messrs N. L.Bhatia and Associates Practicing Company Secretaries Mumbai Secretarial Auditors of theCompany pertaining to the compliance of conditions of Corporate Governance.

MANAGEMENT DISCUSSION AND ANALYSIS (MDA) REPORT:

Pursuant to Regulation 34(3) read with Schedule V (B) of the Listing Regulations aseparate report on Management Discussion and Analysis (‘MDA') forms part of thisAnnual Report.

BUSINESS RESPONSIBILITY REPORT:

In line with Regulation 34(2)(f) of the Listing Regulations a Business ResponsibilityReport (BRR) forms an integral part of this Boards' Report as Annexure VI.

STATUTORY AUDITOR AND THEIR REPORT:

Messrs Deloitte Haskins & Sells LLP Chartered Accountants (Firm Registration No.117366W/W-100018) were appointed as Statutory Auditors at the 70th AnnualGeneral Meeting of the Company held on June 30 2017 to hold office for a term of five(5) consecutive years from the conclusion of the 70th Annual General Meetinguntil the conclusion of the 75th Annual General Meeting at a remuneration asmay be approved by the Board.

OBSERVATIONS OF STATUTORY AUDITORS ON THE FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH31 2021:

The Auditor's report given by Messrs Deloitte Haskins & Sells LLP StatutoryAuditors on the Financial Statements of the Company for the year ended March 312021forms part of the Annual Report. There has been no qualification reservation or adverseremark or any Disclaimer in their Report.

REPORTING OF FRAUDS:

There have been no frauds reported by the Auditors under sub section (12) of Section143 of the Companies Act 2013 (including amendments) during the financial year underreview to the Audit Committee or the Board of Directors and hence as such there isnothing to report by the Board under Section 134 (3)(ca) of the Companies Act 2013.

COMPLIANCE WITH SECRETARIAL STANDARDS ON BOARD AND GENERAL MEETING:

Pursuant to Clause 9 of the Revised Secretarial Standard - 1 (SS-1) your Company hascomplied with applicable Secretarial Standards issued by the Institute of CompanySecretaries of India during the Financial Year under review.

SECRETARIAL AUDITORS AND THEIR REPORT:

Pursuant to the provisions of Section 204 of the Companies Act 2013 and the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 your Company hadappointed Messrs N. L. Bhatia & Associates Practicing Company Secretaries Mumbai(Firm Registration No.: P1996MH055800) as its Secretarial Auditor to undertake thesecretarial audit of the Company for the financial year 2020-2021.

The Report on Secretarial Audit for the financial year 2020-2021 in Form MR-3 asAnnexure V forms integral part of this Board's Report. There has been no qualificationreservation or adverse remark or any Disclaimer in their Report.

Further pursuant to the Regulation 24A of the Listing Regulations read with SEBICircular No CIR/CFD/ CMD1/27/2019 dated February 8 2019 the Annual SecretarialCompliance Report for the financial year 2020-2021 issued by Messrs N. L. Bhatia &Associates Practicing Company Secretaries confirming compliance of all laws SEBIRegulations and Circulars / guidelines issued there under applicable to your Company wasfiled with Stock Exchange(s) i.e. on BSE Limited and on National Stock Exchange of IndiaLimited within 60 days from the financial year ended March 31 2021.

Regulation 24A of the Listing Regulations requires the companies to annex to its AnnualReport a Secretarial Audit Report given by a Company Secretary in practice in theformat prescribed by SEBI from time to time. However pursuant to the provision of SEBICircular no. CIR/CFD/ CMD1/27/2019 dated February 8 2019 and in order to avoidduplication SEBI has allowed companies to use the same Form No. MR-3 as required underthe Act and the rules made thereunder for the purpose of compliance with Regulation 24A.Accordingly your Company in compliance with the said SEBI Circular has used the same Formno. MR-3 as prescribed under the Act and the rules made thereunder for the purpose ofcompliance with Regulation 24A of the Listing Regulations as well.

In terms of Section 204 of the Companies Act 2013 on the recommendation of the AuditCommittee the Board of Directors appointed Messrs N. L. Bhatia & AssociatesPracticing Company Secretaries Mumbai (Firm Registration No.: P1996MH055800) as theSecretarial Auditors of the Company for the financial year 2021-2022. The Company hasreceived their consent for the said appointment.

COST AUDITORS AND THEIR REPORT:

Pursuant to the provisions of Section 148 of the Companies Act 2013 read with theCompanies (Cost Records and Audit) Rules 2014 (including any amendment(s)modification(s) variation or re-enactment thereof for the time being in force) and asper the recommendation of the Audit Committee the Board of Directors at its Meeting datedMay 27 2021 have appointed Messrs P M. Nanabhoy & Co. Cost Accountants (FirmRegistration No.: 000012) as the Cost Auditors of the Company for the financial year2021-2022 to audit the cost records of Electric Motors Power Transformers Drives andMagnet Technology Machines at a remuneration as mentioned in the Notice of the 74thAGM.

A Certificate from Messrs P M. Nanabhoy & Co. has been received to the effect thattheir appointment as Cost Auditors of the Company if made would be in accordance withthe limits specified under Section 141 of the Companies Act 2013 and the Rules framedthere under.

A resolution seeking Member's approval for the remuneration payable to Cost Auditorsforms part of the Notice convening 74th AGM of the Company and the same isrecommended for approval of Members.

The Cost Audit Report for the financial year ended March 31 2020 issued by Messrs PM. Nanabhoy & Co. Cost Auditors in respect of the various products prescribed underCost Audit Rules does not contain any qualification(s) reservation(s) or adverseremark(s) and the same was filed with the Ministry of Corporate Affairs on September 102020. The Cost Audit Report for the financial year ended March 31 2021 will be filed withthe Ministry of Corporate Affairs within stipulated time.

DISCLOSURE UNDER INSOLVENCY AND BANKRUPTCY CODE 2016:

During the financial year under review no Corporate Insolvency Resolution Process(CIRP) was Initiated against your Company under the "Insolvency and Bankruptcy Code2016" (IBC) (as amended).

EXTRACT OF ANNUAL RETURN:

Pursuant to amendment of Rule 12 of Companies (Management and Administration) Rules2014 by MCA wherein instead of attaching an extract of annual return to the Directors'Report the Company can host a copy of Annual Return on the website of the Company and aweb link of the same to be given in the Directors' Report.

Accordingly a copy of Annual Return for the financial year ended March 31 2021 isavailable on the website of the Company at the https://www.bharatbiilee.com/media/20441/bbl_annual-return_2021.pdf

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

The particulars as required under the provisions of Section 134(3) (m) of the CompaniesAct 2013 read with Rule 8 of the Companies (Accounts) Rules 2014 in respect ofconservation of energy technology absorption foreign exchange earnings and outgo etc.are furnished in Annexure III which forms part of this Board's Report.

GENERAL:

Your Directors state that no disclosure or reporting is required in respect of thefollowing items as there were no transactions/ events relating to these items during theyear under review:

1. Issue of equity shares with differential rights as to dividend voting or otherwise;

2. Issue of Shares (including sweat Equity shares) to employees of the Company underany Scheme save and except ESOS referred to in this Report;

3. Voting rights which are not directly exercised by the employees in respect of sharesfor the subscription/ purchase of which loan was given by the Company (as there is noscheme pursuant to which such persons can beneficially hold shares as envisaged undersection 67(3) (c) of the Companies Act 2013).

APPRECIATION:

Your Directors are deeply grateful and with immense respect convey their sincereappreciation to all employees of the Company for their wholehearted commitment devotioncontribution and hard work.

Your Directors place on record their sincere appreciation and gratitude for theassistance and generous support extended by all Government authorities FinancialInstitutions Banks Customers and Vendors during the year under review

For and on behalf of the Board of Directors
Prakash V. Mehta
DIN 00001366
Chairman
Place: Mumbai
Date: August 4 2021

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