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Bharat Bijlee Ltd.

BSE: 503960 Sector: Engineering
NSE: BBL ISIN Code: INE464A01028
BSE 13:18 | 29 May 660.00 0.25
(0.04%)
OPEN

669.95

HIGH

676.50

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648.25

NSE 05:30 | 01 Jan Bharat Bijlee Ltd
OPEN 669.95
PREVIOUS CLOSE 659.75
VOLUME 147
52-Week high 1209.40
52-Week low 370.05
P/E 9.08
Mkt Cap.(Rs cr) 373
Buy Price 660.50
Buy Qty 199.00
Sell Price 665.55
Sell Qty 1.00
OPEN 669.95
CLOSE 659.75
VOLUME 147
52-Week high 1209.40
52-Week low 370.05
P/E 9.08
Mkt Cap.(Rs cr) 373
Buy Price 660.50
Buy Qty 199.00
Sell Price 665.55
Sell Qty 1.00

Bharat Bijlee Ltd. (BBL) - Director Report

Company director report

The Directors are pleased to present their 72nd Annual Report on thebusiness and operations of the Company together with the Audited Accounts for thefinancial year ended March 31 2019.

GENERAL OUTLOOK OF INDUSTRY AND ECONOMY:

The financial year 2018-19 saw the GDP growth decelerating to its lowest level in thepast five years at 6.80%. Domestically the risk to growth stems from lower capacityutilization weak investment rate and credit constraints.

While the capital goods industry still remains fiercely competitive we continue totread cautiously concentrating on our market position and profitable market opportunities.We have been focusing on enhancing our internal capabilities and reaching deeper intomarkets to seize opportunities when investment cycle revives.

FINANCIAL PERFORMANCE:
(Rs. in Lakhs)
Year ended 31st March 2019 Year ended 31st March 2018
Sales and Services 93232.23 78980.95
Other Income 2961.32 2116.88
96193.55 81097.83
Profit/(Loss) before Interest & Financial Charges Depreciation Exceptional items and Tax 8722.12 5449.61
Less : Interest and Financial Charges 1691.43 1928.27
Less : Depreciation 837.69 931.44
Profit / (Loss) before Exceptional Items and Tax 6193.00 2589.90
Add: Exceptional Items 4677.92
Profit before Tax 6193.00 7267.82
Less: Provision for Taxation 2039.94 1171.06
Profit/(Loss) after Taxation 4153.06 6096.76
Add: Profit /(Loss) Brought Forward 11507.27 5341.71
Less: Dividend on Equity shares (141.29)
Less: Tax on Dividend on Equity Shares (29.04)
(Less) / Add: Other Comprehensive Income arising from re-measurement of Defined Benefit Plan (net of tax) (9.00) 68.80
Net Surplus available for Appropriation 15481.00 11507.27
Profit Carried Forward 15481.00 11507.27

Previous year's figures have been regrouped for comparison purposes with current year'spresentation wherever necessary.

DIVIDEND:

Your Directors are pleased to recommended a dividend of Rs. 12.50 (Twelve Rupees andFifty Paise only) (125%) (Previous year Rs. 2.50) per equity share of Rs. 10/- each forthe financial year 2018-2019. The dividend if approved by the Members at the 72ndAnnual General Meeting will result in the total dividend appropriation of Rs.851.66 lakhs (Previous year Rs. 170.33 lakhs) including dividend distribution tax of Rs.145.21 lakhs (Previous year Rs. 29.04 lakhs).

Pursuant to the provisions of Section 91 of the Companies Act 2013 the Register ofMembers and Share Transfer Books of the Company will remain closed from MondaySeptember 2 2019 to Monday September 9 2019 (both days inclusive) for the purpose ofpayment of the dividend for the Financial year ended March 31 2019 and the Annual GeneralMeeting.

OPERATIONS:

Income from Sales and Services for the Company increased from Rs. 77399.06 lakhs (Netof Excise duty) in the previous year to Rs. 93232.23 lakhs a rise of 21%. The profitbefore exceptional items and tax improved from Rs. 2589.90 lakhs in the previous year toRs. 6193.00 lakhs.

FINANCE:

Tight leash on working capital and positive cash flow from operations helped theCompany to reduce the finance cost by Rs. 236.84 lakhs compared to the previous year. Thefree Reserves of the Company as on March 31 2019 increased by Rs. 3973.73 lakhs to Rs.39952.37 lakhs. The credit rating for the bank facilities enjoyed by the Companyhas improved from ICRA A (Long Term) and ICRA A1 (Short Term) to ICRA A+ (Long Term) andICRA A1+ (Short Term).

During the year Rs. 11.23 lakhs was transferred to the Investor Education andProtection Fund.

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 team-work and result orientation continue to beaddressed. Productivity level continued to be subject to continuous monitoring.

Employee strength as on March 31 2019 was 1685 as compared to 1603 in the previousyear.

SUBSIDIARY / JOINT VENTURE / ASSOCIATE COMPANIES:

The Company has no Subsidiary / Joint Venture / Associate Companies during theFinancial year ending March 31 2019. Accordingly a statement under the provisions of Section129(3) of the Companies Act 2013 containing salient features of the financial statementsof 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 2018-2019 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 2019 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 2019.

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 2018-2019 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 www.bharatbijlee.com.

Your Directors draw attention of the Members to Note no. 34.2 of FinancialStatements which sets out disclosures on related parties and transactions entered intowith them during 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 Nos. 5 and 10 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 underPart A of Schedule V of the Listing Regulations have been provided in the notes to theFinancial Statements of the Company. (Please refer Note Nos. 5 8 10 and 12 to theFinancial Statements).

BOARD OF DIRECTORS & KEY MANAGERIAL PERSONNEL:

In accordance with the provisions of Section 152 of the Companies Act 2013 and theArticles of Association of the Company Mr. Shome N. Danani (DIN: 00217787) Whole-timeDirector being longest in the office shall retire by rotation at the ensuing 72ndAnnual General Meeting and being eligible offers himself for re-appointment.

During the period under review Mr. Nikhil J. Danani (DIN: 00056514) and Mr. Nakul P.Mehta (DIN: 00056561) on the recommendation of Nomination and Remuneration Committee aswell as Board were re-appointed as Managing Directors for a period of five (5) yearswith effect from June 20 2019 to June 19 2024 in line with the provisions of Sections196 197 198 200 and 203 read with Schedule V of the Companies Act 2013 the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 and other applicableprovisions if any of the Companies Act 2013 and the Rules made thereunder. Therespective re-appointments were approved by Members vide Postal Ballot (includinge-Voting) concluded on March 5 2019.

Further a Special Resolution was passed pursuant to Section 196 (3) read withPart-I of Schedule V of the Companies Act 2013 vide Postal Ballot (including e-Voting)concluded on March 5 2019 which allows Mr. Nikhil J. Danani (DIN: 00056514) to continueholding office of Managing Director upto the expiry of his term of office i.e. from June20 2019 to June 19 2024 who shall be attaining the age of seventy (70) years on August31 2019.

In line with the Regulation 17(1A) of the SEBI (Listing Obligations and DisclosureRequirements) (Amendment) Regulations 2018 which came into effect from April 1 2019 aperson who has attained the age of seventy five (75) years can continue directorship in aListed entity as a Non-Executive Director only if approval of Members of the said entityis obtained by way of a Special Resolution. Mr. Prakash V. Mehta (DIN: 00001366) Chairman(Independent Non-Executive Director) and Mr. Rajeshwar D. Bajaaj (DIN: 00087845)(Independent Non-Executive Director) had already attained the age of 75 yearsbefore April 1 2019. In view of the same Members approval was sought by passingrespective Special Resolutions vide Postal Ballot (including e-Voting) concluded on March5 2019 for continuation of directorship of Mr. Mehta and Mr. Bajaaj for theirrespective remaining term valid upto September 10 2019.

Further pursuant to Section 149 of the Companies Act 2013 and Regulation 25 ofListing Regulations Mr. Prakash V. Mehta aged about 77 years Mr. Sanjiv N. Shah Mr.Jairaj C. Thacker and Mr. Rajeshwar D. Bajaaj aged about 76 years were appointed asIndependent Directors of the Company at the 67th Annual General Meeting of theMembers of the Company held on September 11 2014 for a first term of five (5)consecutive years with effect from September 11 2014 upto September 10 2019.Accordingly the first term of all the four Independent Directors of the Company isexpiring on September 10 2019. Keeping in view the rich experience acumenqualification immense knowledge of the industry and the substantial contribution by theaforementioned directors as well as based on theirrespectivePerformanceEvaluationasaMemberoftheBoard Committee(s) of the Board the Boardand Nomination and Remuneration Committee recommend to the Members for the re-appointmentof Mr. Mehta Mr. Shah Mr. Thacker and Mr. Bajaaj as Independent Directors foranother term of five (5) consecutive years commencing from September 9 2019 to September8 2024 not liable to retire by rotation. Accordingly appropriate resolutions areproposed for approval and necessary details are given in the resolutions and explanatorystatement in accompanying Notice of convening ensuing 72nd Annual GeneralMeeting.

In terms of Regulation 17(1A) of the Listing Regulations approval of the Members ofthe Company is required for continuation of directorship of Mr. Prakash V. Mehta and Mr.Rajeshwar D. Bajaaj during their proposed second term of appointment as Non-ExecutiveIndependent Director who have exceeded the age of 75 years as on date. Accordinglyappropriate resolutions are proposed for approval and necessary details are given in theresolutions and explanatory statement in accompanying Notice of convening ensuing 72ndAnnual General Meeting.

All the aforementioned directors have declared that they meet the criteria ofindependence as laid down under Section 149(6) of the Companies Act 2013 along with theRules framed thereunder and Regulation 16(1)(b) of the Listing Regulations.

Securities and Exchange Board of India (SEBI) amended the SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 ("Listing Regulations") vide SEBI(Listing Obligations and Disclosure Requirements) (Amendment) Regulations 2018published in the Official Gazette vide Notification No. SEBI/LAD-NRO/GN/2018/10 dated May9 2018.

In terms of proviso to Regulation 17(1)(a) of SEBI (Listing Obligations and DisclosureRequirements) (Amendment) Regulations 2018 the Board of Directors of the top 500 listedentities shall have at least one independent woman director by April 1 2019 and the Boardof directors of the top 1000 listed entities shall have at least one independent womandirector by April 1 2020. As on March 31 2019 your Company stands 832 out of top 1000Companies based on Market Capitalisation. Accordingly Company is required to appoint atleast one (1) Independent Woman Director by April 1 2020. To comply with this provisionthe Board on the recommendation of Nomination and Remuneration Committee at theirrespective meetings held on July 25 2019 approved the appointment of Mrs. Mahnaz A.Curmally (DIN: 06907271) Non-Executive Director of the Company as an IndependentDirector to hold office for a term of 5 (five) consecutive years commencing fromSeptember 9 2019 to September 8 2024 not liable to retire by rotation and recommend tothe Members of the Company.

Further in terms of Regulation 17(1A) of the Listing Regulations approval of theMembers of the Company is required for continuation of directorship of Mrs. Curmallyduring her proposed term of appointment as Non-Executive Independent Director who willbe attaining the age of 75 years on August 4 2021. Accordingly appropriate resolutionsare proposed for approval and necessary details are given in the resolutions andexplanatory statement in accompanying Notice of convening ensuing 72nd AnnualGeneral Meeting. Mrs. Curmally has declared that she meets the criteria of independence aslaid down under Section 149(6) of the Companies Act 2013 along with the Rules framedthereunder and Regulation 16(1)(b) of the Listing Regulations.

Further except as explained hereinabove there were no changes in Directorship of theCompany as well as in Key Managerial Personnel category during the period under review. Ason March 31 2019 your Company has Nine (9) Directors consisting of four (4) IndependentDirectors Three (3) Executive Directors and Two (2) Non-Executive Directors includingone (1) Woman Director.

None of the Directors of your Company are disqualified under the provisions of Section164(2)(a) and (b) and Section 165 of the Companies Act 2013.

During the period under review no Non-Executive Director of the Company had anypecuniary relationship or transactions with the Company.

Further necessary resolutions relating to Directors who are seeking appointment /re-appointment as required under Regulation 36 of the Listing Regulations / SS-2 isdisclosed as part of the Notice dated July 25 2019 of the ensuing 72ndAnnual General Meeting.

During the year under review Mr. Sandeep M. Tilak resigned as Vice President: Finance& Corporate Strategy Chief Financial Officer (‘CFO') and Key Managerial Person(‘KMP') of the Company and was relieved on May 31 2018.

Consequent upon the resignation of Mr. Sandeep M. Tilak the Board on therecommendation of the Nomination and Remuneration Committee at their meeting held on May10 2018 approved the appointment of Mr. Yogendra S. Agarwal as the Chief FinancialOfficer (‘CFO') and Key Managerial Person (‘KMP') of the Company pursuant tothe provisions of Section 2(19) and Section 203 and any other applicable provisions of theCompanies Act 2013 read with the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 effective from June 1 2018.

As for the requirement under the provisions of Section 203 of the Companies Act 2013the Board of Directors noted that Mr. Nikhil J. Danani (DIN: 00056514) Managing DirectorMr. Nakul P. Mehta (DIN: 00056561) Managing Director Mr. Shome N. Danani (DIN:00217787) Executive Director Mr. Durgesh N. Nagarkar Company Secretary and Mr. YogendraS. Agarwal Chief Financial Officer are Key Managerial Personnel of the Company as onthe date of this Board's Report.

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 2019.

1. Mr. Prakash V. Mehta;

2. Mr. Sanjiv N. Shah;

3. Mr. Jairaj C. Thacker; &

4. Mr. Rajeshwar D. Bajaaj

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

NUMBER OF MEETINGS OF THE BOARD:

The Board meets at regular intervals to discuss on Company / Business policy andfinancial results apart from other Board business. The maximum interval between any twoBoard Meetings did not exceed one hundred and twenty (120) days as stipulated underSection 173(1) of the Companies Act 2013 and Regulation 17(2) of the Listing Regulationsand the Secretarial Standard issued by the Institute of Company Secretaries of India. Anotice of the Board Meeting along with the Agenda which includes detailed notes on theitems to be discussed at the Meeting is circulated a week prior to the date of the Board/ Committee Meeting to enable the Board / Committee Members to take an informed decision.

Prior approval of Board is sought for circulating the agenda items with shorternotice for matters that form part of the Board and Committee Agenda and areconsidered to be in the nature of Unpublished Price Sensitive Information.

Minimum four prescheduled Board meetings are held every year (one meeting in everycalendar quarter). Additional meetings are held to address specific needs if any of theCompany. During the financial year under review the Board of Directors met six (6) timesin accordance with the provisions of the Companies Act 2013 and rules made there underand Listing Regulations.

Sr. No.

Date on which Board Meetings were held

Total strength of the Board No. of Directors Present
1 May 10 2018 9 8
2 June 28 2018 9 8
3 July 25 2018* 9 7
4 August 10 2018 9 8
5 November 13 2018 9 9
6 January 24 2019 9 8

* The Board Meeting held on July 25 2018 was adjourned due to lean and late attendanceof Directors on account of "MUMBAI BANDH" and was re-scheduled on August 102018.

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 31 2019 a separate meeting of theIndependent Directors without the presence of Executive Directors or ManagementRepresentatives was held on January 24 2019 in compliance with the requirements ofSchedule IV of the Companies Act 2013 and Regulation 25(3) and 25(4) of the ListingRegulations.

Post the Independent Directors Meeting the collective feedback of each of theIndependent Director was scaled and measured on defined ratings thereby covering theperformance of Board as a whole performance of the non-independent directors andperformance of the Chairman.

AUDIT COMMITTEE:

Your Company has an Audit Committee of the Board in place. The terms of reference ofthe Audit Committee are in line with the provisions of Section 177 of the Companies Act2013 and the Listing Regulations (as amended). The Committee consists entirely of theIndependent Directors namely :

Sr. No. 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.

All the recommendations made by the Audit Committee during the financial year underreview were accepted by the Board. The terms of reference of Audit Committee and otherdetails are included in the Corporate Governance Report which forms part of this Board'sReport.

Total Number of Audit Committee Membership – as a Member / as aChairperson

In accordance with Regulation 26 of the Listing Regulations none of the Directors aremembers in more than 10 committees excluding private limited companies foreign companiesand companies under Section 8 of the Companies Act 2013 or act as Chairperson of morethan 5 committees across all listed entities in which he/she is a Director. Further allDirectors have informed about their Directorships Committee Memberships / Chairmanshipsincluding any changes in their positions.

NOMINATION AND REMUNERATION COMMITTEE:

The Nomination and Remuneration Committee (‘NRC') of the Board has beenconstituted in terms of the provisions of Section 178(3) of the Companies Act 2013 andListing Regulations.

The NRC consists entirely of the Independent Directors namely:

Sr. No. 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

Further the Board on the recommendation of the NRC approved "Nomination andRemuneration Policy" for Directors Key Managerial Personnel and Senior ManagementEmployees. The Remuneration Policy is directed towards rewarding performance based on reviewof achievements. 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 hosted on thewebsite of the Company www.bharatbijlee. com.

STAKEHOLDERS RELATIONSHIP COMMITTEE:

The Stakeholder Relationship Committee (‘SRC') as constituted by the Board ofDirectors of the Company in accordance with the provisions of Section 178 of theCompanies Act 2013 comprises:

Sr. No. 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 Executive Director
4. Mr. Nakul P. Mehta 00056561 Member Executive Director

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

Total Number of Stakeholder Relationship Committee Membership – as aMember / as a Chairperson

In accordance with Regulation 26 of the Listing Regulations none of the Directors aremembers in more than 10 committees excluding private limited companies foreign companiesand companies under Section 8 of the Companies Act 2013 or act as Chairperson of morethan 5 committees across all listed entities in which he/she is a Director. Further allDirectors have informed about their Directorships Committee Memberships / Chairmanshipsincluding any changes in their positions.

CORPORATE SOCIAL RESPONSIBILITY COMMITTEE:

Pursuant to the requirement of Section 135 of the Companies Act 2013 a dulyconstituted Corporate Social Responsibility Committee (‘CSR') is in place. TheCommittee comprises of :

Sr. No. Name of Member DIN Designation Category
1. Mr. Nakul P. Mehta 00056514 Chairman Executive Director
2. Mr. Shome N. Danani 00217787 Member Executive Director
3. Mr. Jairaj C. Thacker 00108552 Member Independent Director

The CSR Policy of your Company as approved by the Board of Directors' is hosted on theCompany's website www.bharatbijlee.com. The frequency of CSR Committee meetings isdecided by the Chairman and Members of the committee. During the financial year underreview no meeting of CSR was held. The Annual Report on CSR activities as required underSection 134 of the Companies Act 2013 read with the Companies (Corporate SocialResponsibility) Rules 2014 including a brief outline of the Company's CSR Policy totalamount to be spent under CSR Policy for the financial year 2018-2019 amount unspent andthe reason for the unspent amount is set out at Annexure I forming part of thisBoard's Report.

EVALUATION OF DIRECTORS COMMITTEE AND BOARD:

Pursuant to the provisions of the Companies Act 2013 and 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 January 24 2019. The Independent Directors expressed their satisfaction with theevaluation process.

In line with Section 178(2) of the Companies Act 2013 it was unanimously approved bythe Nomination & Remuneration Committee in its Meeting held on January 24 2019 thatfrom the financial year 2018-2019 onwards only the Board should carry out the PerformanceEvaluation process of:

– Board as a Whole;

– Various Committees of the Board ; and

– Individual Directors.

Accordingly the annual performance evaluation of Board as a whole various Committeesof the Board viz. Audit Committee Nomination and Remuneration Committee StakeholderRelationship Committee Corporate Social Responsibility Committee and Banking Committeeand of all the Directors was undertaken in the Board Meeting held on January 24 2019.The Board of Directors expressed their satisfaction with the evaluation process.

RISK MANAGEMENT POLICY:

The Risk Management Policy approved by the Board of Directors of the Company drives theenterprise-wide function of Risk Management wherein all material risks faced by theCompany are identified and assessed. Moreover in the said Risk Management Policy the Boardhas defined a structured approach to manage uncertainty cultivating the same in theirdecision making pertaining to all business divisions and corporate functions. For each ofthe risks identified corresponding controls are assessed and policies and procedures areput in place for monitoring mitigating and reporting on periodic basis.

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. Mr. Yogendra S.Agarwal Chief Financial Officer & Vice President: Finance has been appointedas the ‘Vigilance and Ethics Officer' and his contact details have beenmentioned in the policy. Further details of "Vigil Mechanism Policy" areavailable on the internal employee portal as well as the website of the Company i.e. www.bharatbijlee.com.

The Policy provides for adequate safeguards against victimisation of employees whoavail of the mechanism and also provides for direct access to the Chairperson ofthe Audit Committee. During the financial year under review no employee has been deniedaccess to the Chairman of the Audit Committee. Also Whistle blower complaints if any andtheir redressal are discussed at the meeting of Audit Committee of the Board. During thefinancial year under review 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 fromharassment of any nature your Company has institutionalized the ‘Policy forPrevention and Redressal of Sexual Harassment' in line with the requirements of SexualHarassment of Women at Workplace (Prevention Prohibition & Redressal) Act 2013(hereinafter referred as "the said Act") and Rules made there under throughwhich we address complaints of sexual harassment at all workplaces of the Company. Thesaid policy has been uploaded on the internal portal of the Company for information of allemployees.

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 ICChas been constituted covering the offices at Mumbai / Navi Mumbai consisting of thefollowing Members:

Sr. No. 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. Anjali Ranade Senior Manager Design 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. HRDivision conducted various sessions in batches for sensitizing our employees with theprovision of the said Act. Further as per the provisions of Section 21 & 22 of thesaid Act the Report on the details of the number of cases filed under Sexual Harassmentand their disposal for the financial year under review is as under:

Sr. No. No. of cases 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 31 2019 and ofthe Profit and Loss 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)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 forthe financial year ended March 31 2011 the Company has transferred allcorresponding equity shares on which dividend remained unclaimed for a period of seven (7)years to the Demat Account of the IEPF the due date of which was August 6 2018. It mayplease be noted that no claim shall lie against 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 IEPF-5 to the Company'sRTA. 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.

Members who had not claimed the dividends declared for the financial year March 312012 were requested to lodge their claim on or before June 30 2019 with the Company'sRegistrar and Share Transfer Agents at the address mentioned in the Annual Report. TheCompany had sent reminders to all such Members at their registered address in thisregards.

Further all the shareholders who have not claimed their dividends in the last seven(7) consecutive years from 2012 are requested to claim the same by August 16 2019. Incase valid claim is not received by that date the Company will proceed to transfer therespective shares to the IEPF Account in terms of the IEPF Rules. In this regard theCompany has individually informed the shareholders concerned and also published notice inthe newspapers as per the IEPF Rules. It may please be noted that no claim shall lieagainst the Company once such share(s)/ dividend transferred to IEPF demat accountpursuant to the said Rules.

The Statement containing details of Name Address Folio No. Demat Account No. and No.of shares due for transfer to IEPF demat Account is made available on www.bharatbijlee.com.

The Shareholders are therefore encouraged to verify their records and claim theirdividends if not claimed.

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 whichforms part of 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 Vforms integral part of this Board's Report. Your Company is committed to transparency inall its dealings and places high emphasis on business ethics. The requisiteCompliance Certificate as required under Part E of Schedule V of the Listing Regulationsissued by Messrs N. L. Bhatia and Associates Practicing Company Secretaries MumbaiSecretarial Auditors of the Company pertaining to the compliance of conditions ofCorporate Governance is annexed.

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.

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 subject to theratification at the Annual General Meeting in each of the subsequent years during theaforementioned term of their appointment.

However Ministry of Corporate Affairs vide its Notification dated May 7 2018 amendedprovisions of Rule 3(7) of Companies (Audit and Auditors) Rules 2014 and accordinglyprovisions of requirement of ratification of appointment of Auditor at every generalmeeting is dispensed with. Therefore at the ensuing general meeting Members are notrequired to ratify Auditor's appointment and Messrs Deloitte Haskins & Sells LLPwill continue to act as Auditors of the Company till the conclusion of the 75thAnnual General Meeting.

OBSERVATIONS OF STATUTORY AUDITORS ON THE FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH31 2019:

The Auditor's report given by Messrs Deloitte Haskins & Sells LLP StatutoryAuditors on the Financial Statements of the Company for the year ended March 31 2019forms 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 Companyhas complied 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 2018-2019. The Report onSecretarial Audit for the financial year 2018-2019 in Form MR-3 as Annexure VIforms integral part of this Board's Report. There has been no qualification reservationor adverse remark or any Disclaimer in their Report.

Further pursuant to the Regulation 24A of SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 read with SEBI Circular No CIR/CFD/CMD1/27/2019 datedFebruary 8 2019 the Annual Secretarial Compliance Report for the financial year2018-2019 was filed with Stock Exchange(s) i.e. on BSE Limited and on National StockExchange of India Limited on May 27 2019.

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 2019-2020. 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) Amendment 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 their meetingdated May 6 2019 have appointed Messrs P. M. Nanabhoy & Co. Cost Accountants (FirmRegistration No.: 000012) as the Cost Auditors of the Company for the financial year2019-2020 to audit the cost records of Electric Motors Power Transformers Drives andMagnet Technology Machines. A resolution for ratification of the payment to be made forsuch appointment is included in the Notice of the ensuing 72nd Annual GeneralMeeting.

A Certificate from Messrs P. M. Nanabhoy & Co. has been received to the effectthat their appointment as Cost Auditors of the Company if made would be in accordancewith the limits specified under Section 141 of the Companies Act 2013 and the Rulesframed there under.

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 the provisions of Section 134(3)(a) of the Companies Act 2013 the Extractof the Annual Return for the financial year ended March 31 2019 made under the provisionsof Section 92(3) of the Companies Act 2013 read with Rule 12 of the Companies (Managementand Administration) Rules 2014 is attached as Annexure III which forms part of thisBoard's Report.

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

The particulars as required under the provisions of Section 134(3)(m) of theCompanies Act 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 IV 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 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:

The responsibility for our employees and good corporate citizenship are deeply embeddedin our core. Your Company has a track record of investing in the development andwell-being of its people and communities. Your Company not only produces products thathelp increase efficiency and reduce environmental impact but also accepts its corporateresponsibility to minimise any adverse ecological and social impact associated with itsoperations above and beyond legal requirements.

The entire "BBL Team" deserves the appreciation for their passion commitmentand sustaining excellence in all areas of the business. Employee relations throughout theCompany were harmonious.

The Board wishes to place on record its gratitude for the assistance and co-operationreceived from Banks Government Authorities Customers Vendors and all its stakeholdersfor the trust and confidence reposed in the Company during the financial year underreview.

For and on behalf of the Board of Directors
Prakash V. Mehta
DIN: 00001366
Chairman
Place: Mumbai
Date: July 25 2019