Balkrishna Industries Ltd Directors Report.

Dear Shareholders,

Your Directors are pleased to present the 57th Annual Report of Balkrishna Industries Limited (the "Company") along with the audited financial statements for the financial year ended 31st March, 2019. The consolidated performance of the Company and its subsidiaries has been referred to wherever required.

HOMAGE:

Shri Dharaprasadji Poddar, erstwhile Chairman Emeritus left for heavenly abode on 20th October, 2018. Late Shri Dharaprasadji Poddar was associated with Company since 1993, as a Chairman of the Company. Under the able leadership of Late Shri Dharaprasadji Poddar, the Company has grown from strength to strength and has benefited immensely from his valuable guidance and foresightedness over the years. He was a man of vision, determination and intelligence yet believed in simplicity. He stepped down as a Chairman of the Company in 2012. The Board of Directors of the Company express their deep condolences and pay tribute to Late Shri Dharaprasasdji Poddar, a great visionary leader.

1. FINANCIAL RESULTS: (र in Lakhs)

Standalone

Consolidated

Particulars Current Year ended Previous Year ended Current Year ended Previous Year ended
31st March, 2019 31st March, 2018 31st March, 2019 31st March, 2018
Revenue from Operations 5,24,450 4,46,446 5,20,999 4,46,097
Other Income 21,421 33,621 21,817 33,975
Total Income 5,45,871 4,80,067 5,42,816 4,80,072
Gross Profit 1,51,556 1,42,983 1,50,917 1,42,744
Less: Depreciation 33,255 31,134 33,261 31,140
Profit before tax 1,18,301 1,11,849 1,17,656 1,11,604
Less: Provision for tax
Current Tax 39,160 36,903 39,350 37,002
Deferred Tax 941 1,021 941 1,023
Profit after Tax 78,200 73,925 77,365 73,579

2. INDUSTRY STRUCTURE AND DEVELOPMENT:

Your Company is primarily engaged into Specialty "Off Highway Tire segment" which is consisting of Agriculture, Industrial, Construction, Earthmoving, Mining, Port, Lawn and Garden and All-Terrain Vehicle Tires (ATVs) etc.

This segment is highly technical & capital incentive and known as "large varieties low volume segment" where any credible player needs to maintain large number of Stock Keeping Units (SKUs) to meet the diverse requirement of its customers worldwide. Since these tires are highly technical in nature, the major markets for it are developed countries like Europe, USA, Australia, New Zealand and Japan etc. While the sub segment (agriculture) is largely known as non-cyclical in nature, the other sub segment (industrial, construction and mining) is generally considered as cyclical and the performance of it is largely linked to overall economic outlook of the world.

The growth rate in "Off-Highway tire segment" in a normal business environment ranges between 3-5%. The industry witnessed positive momentum for the last two and half years. For the last six months, industry is facing challenges on account of various macro factors, namely; Trade War, environment, slow-down in global economy, benign food inflation etc.

3. OPERATIONS AND STATE OF AFFAIRS:

Standalone: During the year under consideration on Standalone basis, your Company achieved a Revenue from Operations of 5,24,450 Lakhs as against 4,46,446 Lakhs during previous financial year. Earnings before Interest, Depreciation and Tax (EBIDTA) has increased to 1,52,535 Lakhs from 1,44,289 Lakhs during previous financial year and Net profit has increased to 78,200 Lakhs from 73,925 Lakhs during previous financial year. More than 80% of our revenue is generated through exports.

Consolidated: During the year under consideration on Consolidated basis, your Company achieved Revenue from operations 5,20,999 Lakhs as against 4,46,097 Lakhs during previous financial year. Earnings before Interest, Depreciation and Tax (EBIDTA) has increased to 1,52,030 Lakhs from 1,44,131 Lakhs during previous financial year and Net profit has increased to 77,365 Lakhs from 73,579 Lakhs during previous financial year.

4. EXPORT HOUSE STATUS:

Your Company enjoys the status of "Four Star Export House".

5. PROJECT AND EXPANSION:

Your Company has undertaken various projects/expansion 2018-19 which are as under :

A) Carbon Black: The Company had started the Carbon Project during the financial year 2017-18 with a capacity of 60,000 MTs p.a. The company revised the said capacity to 1,40,000 MTs p.a during the financial year under consideration. The total capital

outlay for full capacity of 1,40,000 MTs is estimated at 42,500 Lakhs. The first phase of project of 60,000 MTs is almost complete and company is in the process of giving a finishing touch to it and hoping to commence commercial production by end of June 2019. The second phase of 80,000 MTs capacity is likely to be completed by financial year 2020-21.

B) Greenfield Tire Plant in US: Your Company have approved a Capex plan for setting up a Greenfield tire plant in United State of America (USA) with a capacity of 20,000 MTs p.a through its wholly owned subsidiary company in USA. The board has approved total investment upto USD 100 million. It will be funded via investments from your Company and debt. However, the Company is still trying to find out right location for the plant.

C) Waluj Plant : The Company had set up the Waluj plant in 1987 to produce 2-3 wheeler tires and from time to time the company carried out modernization / expansion during last 30 years as per the changing requirement of the company. Since plant is very old and need complete revamping to protect its existing capacity, the Board decided to construct a green field tire project on its freehold land of 22 acres which is in the vicinity of around 5 kms from existing plant. The total capital outlay of the said project is estimated at 50,000 Lakhs which will include Co-generation plant, mixing plant and in-house warehousing facilities for raw materials and finished goods. It will bring lot of operational efficiency and will lead to saving of operational cost as well.

D) Bhuj Plant: The company is currently producing All Steel OTR Radial Tires upto 49". In order to complete the entire range and to meet overall demand in higher dimensional tires, your company is proposing to set up additional facilities of 5,000 MTs p.a. for 51" to 57" tires with an estimated Capital out lay of 50,000 Lakhs. It also includes setting up of an additional mixing line and warehouse.

6. DIVIDEND:

Your Directors are pleased to inform that your Company has a consistent track record of dividend payment. The Board of Directors are pleased to recommend a Final Dividend of 2.00 per equity share for the financial year 2018-19. The total Dividend for financial year 2018-19 aggregates to 8.00 per equity share which includes three Interim Dividend aggregate to 6.00 per equity share. The final dividend on equity shares is subject to the approval of the Shareholders at the ensuing Annual General Meeting of the Company scheduled to be held on 13th July, 2019. The final dividend once approved by Shareholders will be paid on or after 15th July, 2019 but within stipulated time. The Register of Members and Share Transfer Books of the Company will remain closed from 8th July, 2019 to 9th July, 2019 (both days inclusive) for the purpose of payment of the Dividend and 57th Annual General Meeting.

Pursuant to Regulation 43A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations, 2015"), the Board has approved and adopted a Dividend Distribution Policy, attached as Annexure - I.

7. SHARE CAPITAL:

The paid up Share Capital of the Company as on 31st March, 2019 was 3,866 Lakhs. As on 31st March, 2019, the Company has not issued shares with differential voting rights nor granted stock options nor sweat equity and none of the Directors of the Company hold any convertible instruments.

8. RESERVES:

The Company proposes to transfer 30,000 Lakhs to General Reserves.

9. OUTLOOK FOR THE CURRENT YEAR 2019-20:

The Company derives its revenue mainly through exports and therefore its fate largely depends on various global factors. Of late, the Company has witnessed geo-political tension, protectionism measures by some countries, benign food and commodity prices except crude oil and rising interest rate etc. All these factors have posed lot of challenges before the Company to maintain its growth journey. Unfortunately, all such factors are still persisting and Company does not see any immediate respite from it. The Company therefore sees challenges to maintain its healthy growth track record in the near term. However, the long term prospects of the Company are good and promising. Your Company continues to explore all the avenues to ensure growth of its business which includes deeper penetration into its existing market within India as well as outside India including OEMs and continuous expansion of its product range. Your Company is proud to say that it has more than 2700 SKUs.

10. MATERIAL CHANGES AND COMMITMENTS:

In terms of Section 134(3)(l) of the Companies Act, 2013, there are no material changes and commitments affecting the financial position of your Company which have occurred between the close of the financial year of the Company on 31st March, 2019 to which the financial statements relate and on the date of this report.

11. OPPORTUNITY & THREATS:

Opportunities:

Your Company operates into a segment predominantly known as "large varieties -low volume segment", which is not only capital intensive but also labour intensive. Your Company is fully geared up to take advantage of the peculiarities of the said segment and has developed a large base of SKUs to meet the diverse needs and applications.

Moreover, this segment is neither exposed to any technological obsolescence nor wild fluctuations in demand for its products.

The Company is continuously marching ahead to explore incremental opportunity in the form of developing "Earthmovers & mining tires" markets and taking advantage of the shift from bias to radial tires, which is growing up continuously. In order to take advantage of this opportunity, the Company had set up an all-steel OTR Radial tire plant and have further added such capacities by setting up a green field tire plant at Bhuj to produce large size all steel OTR radial tires besides other categories of tires. Your Company is proud to be first Company in India to set up such plant. Your Company is continuously expanding its base into various sub-segments like agricultural, industrial, construction, mining, winter and solid tires under both technologies - bias as well as radials.

Threats:

Like any other Company, your Company is also exposed to various threats like competition from small players, retention of employees, labor unrest, increase in raw material prices and other input costs etc.

12. RISKS / CONCERNS AND RISK MITIGATION:

Risk is an integral and unavoidable component of business. In todays challenging and competitive environment, mitigating risks is imperative. Common risks include: regulations, competition, business risk, technology obsolescence, investments, and retention of talent. Business risk, interalia, further includes financial risk, political risk and legal risk. For managing risks more efficiently, the Company has identified key risks that can have a critical impact on the Companys performance. The Company has identified interalia following key risks:

Operational Risk:

Operational risks like equipment obsolescence which can impact production. To mitigate such risks, the Company continuously monitors equipment obsolescence and upgrades equipment from time to time and undertakes preventive maintenance measures. The Company has also made significant investment in equipment modernization.

Fluctuation in Raw Material prices:

The Companys major raw material is Natural Rubber, which is an agricultural commodity and actively traded on the commodities exchanges. The demand supply situation of Natural Rubber has been favorable to the users which has kept its prices under check. Though we see volatility in its pricing, we do not foresee any major increase in its prices in the near to medium term unless some unforeseen thing happen. The prices of other raw materials which are crude derivatives have been on upswing in the backdrop of rising crude prices. The prices of carbon black have been disproportionately high because of its shortage across the globe.

In order to minimize such risks, the Company not only enters into medium-term contracts but also adopts the policy to "Buy and Stock" large quantities during the lean period. The timely sourcing of carbon black is ensured by procuring it from different geographies. Since most of the raw materials are imported, the Company is exposed to foreign currency risk. However, it enjoys natural hedge as most of its revenues are in foreign currency.

Market Risk:

More than 80% of the Company revenue is generated through exports which is made to different geographies. Almost 1/3rd of the Companys revenue is generated through a product category which is cyclical in nature and therefore your Company is exposed to market risk.

Your Company manages this risk by expanding its presence in different markets, deeper penetration into existing markets and by launching new products. Furthermore, the Company spends requisite amount on marketing and promotional activities to ensure customer retention and brand-building.

Labour Relations:

Since Companys manufacturing process is that of batch processing, it requires lot of skilled as well as un-skilled workers. Maintaining a huge work force is a big challenge.

In order to mitigate the said risk, the Company follows good HR practices to promote the welfare, safety of its workmen and improve the work environment. All workers are paid more than adequate remuneration for their work.

Retention of skilled manpower:

Like other players in the industry, the Company is also exposed to this risk, more particularly when there is shortage of skilled manpower in the industry.

The Company is able to manage the said risk by good HR practices and rewarding its employees handsomely.

Currency Fluctuation:

As stated earlier the Company revenues are mainly generated through exports. The Company also imports lot of its raw materials and capital equipments. Moreover, all its borrowings are in foreign currency and it is therefore exposed to risks due to currency fluctuations. The Company follows the system of hedging its receivables (net off payables) well in advance by entering into Forward Contracts, thereby protecting itself from the fluctuations in currencies to a large extent.

13. SIGNIFICANT CHANGES IN KEY FINANCIAL RATIOS AND RETURN ON NET WORTH:

As per amendment made under Schedule V read with Regulation 34(3) to the Listing Regulations, details of significant changes (i.e. change of 25% or more as compared to the immediately previous financial year) in Key Financial Ratios and any changes in Return on Net Worth of the Company including explanations therefor are given below:

Particulars

Standalone

Consolidated

2018-19 2017-18 2018-19 2017-18
Debtors Turnover ratio (Days) * 40.92 41.92 37.50 40.09
Inventory Turnover ratio (Days) ** 15.34 15.67 18.76 17.74
Interest Coverage Ratio ( ICR) # $ 1 121.84 86.64 106.71 81.46
Current Ratio ## 1.76 1.43 1.70 1.41
Net Debt - Equity Ratio ! $ 2 0.01 0.08 0.01 0.09
Operating Profit Margin !! 22.74 25.35 22.80 25.33
Net Profit Margin ~ 15.43 16.92 14.25 15.33
Return on Net Worth ~~ 25.49 27.63 25.52 27.67

* Accounts receivables / Sales * 365 days

** Closing stock of finished and traded goods / sales *365 days

# EBIT / finance cost

## Current Assets /Current liabilities

! (Long term borrowings + short term borrowing + current maturities less current investment, cash and Cash Equivalents) / Total equity !! EBIT / Operating Income ~ PAT / Total Income ~~ EBIT / Net Worth $ Reason for variance (> 25%)

$ 1 The ICR increased due to lower finance cost as company paid its term loan.

$ 2 The net debt / equity decreased due to repayment of long term loan.

14. INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY:

The Company has adequate internal control systems in place, and also has reasonable assurance on authorizing, recording and reporting transactions of its operations. The Company has a well-placed, proper and adequate internal controls environment, commensurate with its size, scale and complexities of its operations. The Company had already developed and implemented a framework for ensuring internal controls over financial reporting. This framework includes entity level policies, processes and operating level standard operating procedures. Internal control systems are an integral part of your Companys Corporate Governance structure. These have been designed to provide reasonable assurance with regard to inter-alia a. recording and providing reliable financial and operational information; b. complying with the applicable statutes; c. safeguarding assets from unauthorized use; d. executing transactions with proper authorization, and ensuring compliance with corporate policies e. Prevention and detection of Frauds / errors; f. Continuous updating of IT systems. The Companys management has assessed the effectiveness of the Companys internal control over financial reporting as of 31st March, 2019.

Your Company has appointed M/s KPMG to assess the effectiveness of internal financial controls of the Company. Their assessment was based on an internal audit plan, which was reviewed in consultation with the Audit Committee.

The Audit Committee reviewed the reports submitted by the Management and Internal Auditors. Based on their evaluation (as defined in section 177 of the Companies Act, 2013 and Regulation 18 of Listing Regulations, 2015), the Companys Audit Committee has concluded that, as of 31st March, 2019, the Companys internal financial controls were adequate and operating effectively.

15. HUMAN RESOURCES:

Your Company believes in a culture of inclusion, trust, empowerment and development for its employees. Your Company continues to invest significantly in building a culture of coaching and mentoring and further aims to make coaching, mentoring and conversation ability the foundation of its leadership style. Your Company considers people as its biggest asset and believing in People is at the heart of its Human resource strategy. Your Company has established an organization structure that is agile and focused on delivering business results. With regular communication and sustained efforts it is ensuring that employees are aligned on common objectives and have the right information on business evolution. Your Company was to ensure that young talent is nurtured and mentored consistently, that rewards and recognition are commensurate with performance and that employees have the opportunity to develop and grow. Your Company had 2,844 employees as on 31st March, 2019. Your Company strongly believes in fostering a culture of trust and mutual respect in all its employees and seeks to ensure that Companys values and principles are understood by all and are the reference point in all people matters. Employee relations continue to be cordial.

16. SUBSIDIARY COMPANIES:

During the year under review, Thristha Synthetics Limited, the wholly owned subsidiary of your Company, incorporated in year 2013, has voluntarily made an application with the Registrar of Companies (ROC), Mumbai, Ministry of Corporate Affairs, for striking off its name from the records of ROC after meeting / discharging all the necessary requirements for striking off, which is currently under process of striking off.

At the end of the year under review, the Company had following wholly owned subsidiary companies namely BKT Tyres Limited and following Overseas Subsidiary Companies namely BKT EUROPE S.R.L., BKT USA INC, BKT TIRES (CANADA) INC., BKT EXIM US, INC and subsidiary of BKT EXIM Us, INC - BKT TIRES INC. The Company does not have any material subsidiary as per the thresholds laid down under the Listing regulations. A policy on material subsidiaries has been formulated by the Company and posted on the website of the Company and can be accessed on the Companys website at the link: https://www.bkt-tires.com/en/investors-desk/shareholding-info .

Pursuant to Section 129(3) of the Companies Act, 2013 read with Rule 5 of the Companies (Accounts) Rules, 2014, a statement containing the salient features of the financial position of subsidiary companies in Form AOC-1 attached as Annexure II.

17. DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to Section 134 (3)(c) and 134(5) of the Companies Act, 2013, your Directors, to the best of their knowledge and belief, make following statements that:

(i) that in the preparation of the annual accounts for the year ended 31st March, 2019, the applicable accounting standards have been followed and there are no material departures from the same;

(ii) the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2019 and the Statement of Profit and Loss of the Company for the financial year ended 31st March, 2019;

(iii) the Directors have taken proper and sufficient care for maintenance of adequate accounting records in accordance with provisions of the Companies Act, 2013, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) the Directors have prepared the annual accounts of the Company on a "going concern" basis;

(v) the Directors have laid down internal financial controls to be followed by the Company and the such internal financial controls are adequate and are operating effectively; and

(vi) the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that systems are adequate and operating effectively.

18. CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES:

All contracts /arrangements / transactions entered by the Company during the financial year with related parties were in ordinary course of business and on an arms length basis. During the year, the Company has not entered into any contracts /arrangements / transactions with related parties which could be considered material in accordance with the policy of the Company on materiality of related party transactions.

Accordingly, the disclosure of related party transactions as required under Section 134(3)(h) of the Companies Act, 2013 in Form AOC - 2 is not applicable to your Company.

The Policy on materiality of related party transactions and dealing with related party transactions are approved by the Board and can be accessed on the Companys website at the link: https://www.bkt-tires.com/en/investors-desk/shareholding-info . The details of transactions / contracts / arrangements entered by the Company with Related parties during the financial year are set out in the Notes to the Financial Statement.

The Board of Directors of the Company has approved the criteria for making the omnibus approval by the Audit Committee within the overall framework of the policy on related party transactions. Prior omnibus approval is obtained for related party transactions which are of repetitive nature and proposed to be entered in the ordinary course of business and at arms length during the financial year. All related party transactions are placed before the Audit Committee for review and approval. None of the Directors has any pecuniary relationship or transactions vis-a-vis the Company except remuneration and sitting fees.

19. CORPORATE SOCIAL RESPONSIBILITY:

The Companys social initiatives empower society and provide a holistic growth platform. The Company believes that Corporate Social Responsibility (CSR) projects should be sustainable and with the long term purpose of improving the quality of living for the less privileged and for increasing social assets. The funds should be carefully spent on CSR so that they result in the ultimate objectives meted out in the Companys CSR Policy. The Board of Directors of the Company has approved a Corporate Social Responsibility (CSR) Policy based on the recommendation of the CSR Committee. The brief outline of the CSR policy of the Company and the initiatives undertaken by the Company on CSR activities during the year are set out in Annexure-III. The Board of Directors has formed a committee on CSR in accordance with Companies Act, 2013. The terms of reference of the Corporate Social Responsibility Committee, number and dates of meetings held, composition and attendance of the Directors during the financial year ended 31st March, 2019 are given separately in the Corporate Governance Report. During the year, the Company was required to spend 1,893 lakhs. The Company has already identified various CSR projects having a total commitment of 1,894 lakhs. Out of the total commitment of 1,894 lakhs, the Company has actually spent 1,697 lakhs and balance amount of 197 lakhs was unspent. Out of balance amount of 197 lakhs, Company had already spent 70 lakhs on the identified CSR project in the month of April, 2019 and remaining amount of 127 lakhs will be spent as the CSR project progresses further, considering the fact that the CSR projects are already identified.

The CSR policy of the Company is available on the Companys website and can be accessed on the Companys website at the link: https://www.bkt-tires.com/en/investors-desk/shareholding-info .

20. RISK MANAGEMENT:

Risk Management is the identification, assessment, and prioritization of risks followed by coordinated and economical application of resources to minimize, monitor, and control the probability and/or impact of uncertain events or to maximize the realization of opportunities. Risk management also provides a system for the setting of priorities when there are competing demands on limited resources. Risk management also attempts to identify and manage threats that could severely impact or bring down the organization.

The Companys Board of Directors has overall responsibility for the establishment and oversight of the Company risk management framework. Pursuant to Regulation 21 of Listing Regulations, the Board of Directors at their meeting held on 8th February, 2019, has constituted Risk Management Committee comprising of Mr. Pankaj Ghadiali, Chairman of the Committee and Independent Director, Mr. Arvind Poddar, Mr. Rajiv Poddar, Mr. Vipul Shah, Directors of the Company and Mr. Basant Bansal, KMP are Members of the Committee. The primary objective of Committee to control risk incurred by the Company with a view to prevent unacceptable losses, to provide an effective means of identifying, measuring and monitoring credit exposures incurred by Company and to keep such risk at or below pre-determined levels. The Company has framed a Risk Management Policy to identify and access the key business risk areas and a risk mitigation process. The policy aims to ensure resilience for sustainable growth and sound corporate governance by having an identified process of risk identification and management in compliance with the provisions of the Companies Act, 2013. Risk management policies and systems are reviewed regularly to reflect changes in market conditions and the Companys Activities. The Company, through its training and management standards and procedures, aims to maintain a disciplined and constructive control environment.

The Audit Committee oversees how management monitors compliance with the Companys risk management policies and procedures, and reviews the adequacy of the risk management framework in relation to the risks faced by the Company. Internal Audit undertakes both regular and ad hoc reviews of risk management controls and procedures, the results of which are reported to the audit Committee.

There are no risks, which in the opinion of the Board threaten the existence of the Company.

21. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

Your Directors are pleased to inform that based on the recommendations of the Nomination and Remuneration Committee as well as Board of Directors, the Shareholders by passing Ordinary resolution through Postal Ballot have re-appointed Mr. Rajiv Poddar, as Joint Managing Director of the Company for a period of further five years with effect from 22nd January, 2019. During the year, Mr. Khurshed Doongaji, one of the Independent Director of the Company, had resigned from the Directorship of the Company with effect from close of business hours of 8th February, 2019 due to his personal health conditions. Your Directors place on record his appreciation of the guidance given and services rendered by Mr. Khurshed Doongaji during his tenure as Independent Director of the Company.

During the year under review, based on the recommendations of the Nomination and Remuneration Committee, the Board had appointed three New Additional Directors i.e Mrs. Shruti Shah (DIN:08337714) with effect from 8th February, 2019, Mr. Sandeep Junnarkar (DIN:00003534) and Mr. Rajendra Hingwala (DIN:00160602) with effect from 28th March, 2019 respectively, to hold the office upto the date of forthcoming 57th Annual General Meeting (AGM). Further, subject to approval of the Members at the ensuing AGM, the Board had appointed, Mrs. Shruti Shah as an Independent Director for a term of 5 years with effect from 8th February, 2019 till 7th February, 2024, Mr. Sandeep Junnarkar and Mr. Rajendra Hingwala as an Independent Directors for a term of 5 years with effect from 28th March, 2019 till 27th March, 2024 respectively. The above appointments form a part of the Notice of the forthcoming 57th AGM and the resolutions are recommended for your approval. It is proposed to appoint Mrs. Shruti Shah, Mr. Sandeep Junnarkar and Mr. Rajendra Hingwala as an Independent Directors, not liable to retire by rotation, for a period of five years from date of appointment.

I n accordance with provisions of the Companies Act, 2013 and Articles of Association of the Company, Mrs. Vijaylaxmi Poddar, Non Executive Non Independent Director of the Company, retires by rotation at the ensuing AGM and being eligible seeks reappointment. The Board recommends her re-appointment.

Brief profile of the Directors being appointed and re-appointed as required under Regulations 36(3) of Listing Regulations, 2015 and Secretarial Standard on General Meetings are provided in the notice for the forthcoming AGM of the Company.

The Company has received declaration from all Independent Directors of the Company confirming that they meet with the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 as well as Regulation 16(1)(b) of the Listing Regulations, 2015.

The Company is committed to maintain the highest standards of Corporate Governance and adhere to the Corporate Governance requirement set out by the SEBI. The Company has complied with the requirements of Corporate Governance as stipulated under the Listing Regulations, 2015 and accordingly, the Report on Corporate Governance forms a part of this Annual Report. The requisite certificate from the auditors of the Company confirming compliance with the conditions of the Corporate Governance is attached to the Report on Corporate Governance.

22. POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION:

The Company has devised the Nomination and Remuneration Policy for the selection, appointment and remuneration of the Directors, Key Managerial Personnel and also remuneration of other employees including Senior Management employees who have the capacity and ability to lead the Company towards achieving sustainable development. The extract of Nomination and Remuneration Policy is provided in the Corporate Governance Report and forms part of Boards Report.

The Criteria for appointment and remuneration of Directors is as under:

(i) Criteria for Appointment of Managing Director / Whole Time Director / Director:

The Nomination and Remuneration Committee shall identify persons of integrity who possess relevant expertise and experience particularly in Tire Industry, leadership qualities required for the position and shall take into consideration recommendation, if any, received from any member of the Board.

(ii) Criteria for Appointment of Independent Director:

The Independent Director shall be of high integrity with relevant expertise and experience so as to have as diverse Board with Directors having expertise in the fields of manufacturing, marketing, finance, taxation, law, governance and general management.

23. PERFORMANCE EVALUATION:

The Board of Directors has carried out an annual evaluation of its own performance, board committees and individual Directors pursuant to applicable provisions of the Act and the corporate governance requirements as prescribed by applicable regulations of Listing Regulations 2015.

The performance of the board was evaluated by the board after seeking inputs from all the Directors present in the meeting on the basis of criteria such as the board composition and structure, effectiveness of board processes, information and functioning, etc.

The Nomination and Remuneration Committee had evaluated the performance of individual Directors on the basis of criteria such as the contribution of the individual Director to the board and committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc.

The Securities and Exchange Board of India (SEBI) vide circular SEBI/HO/CFD/CMD/CIR/2017/004 dated 5th January, 2017, issued a Guidance Note on Board Evaluation about various aspects involved in the Board Evaluation process to benefit all stakeholders. While evaluating the performance the above guidance note was considered. Performance evaluation of Independent Directors was carried out by the entire board, excluding the Independent Director being evaluated. A meeting of the Independent Director, with Mr. Pannkaj Ghadiali as the Chairman, was held on 28th March, 2019, to review the performance of the Non-Independent Directors, the Board as a whole and the Chairman on the parameters of effectiveness and to assess the quality, quantity and timeliness of the flow of information between the Management and the Board. The same were discussed in the board meeting that followed the meeting of the Independent Directors, at which the performance of the board, its committees, and individual Directors were also discussed. The Directors expressed their satisfaction with the evaluation process.

24. AUDITORS:

Statutory Auditor:

Pursuant to Section 139 of the Companies Act, 2013, read with the Companies (Audit and Auditors) Rules, 2014, the members of the Company at its AGM held on 9th September, 2017 had approved the appointment of M/s. N G Thakrar & Co., Chartered Accountants (Firm Registration No. 110907W) as the Statutory Auditors in place of the retiring Statutory Auditors M/s. Jayantilal Thakkar & Co., Chartered Accountants (Firm Registration No. 104133W) for a period of 5 years for the auditing of the accounts of the Company from the conclusion of 55th AGM till the conclusion of 60th AGM of the Company (from financial year 2018 to financial year 2022). Pursuant to amendments in Section 139 of the Companies Act, 2013, the requirements to place the matter relating to such appointment for ratification by members at every AGM has been omitted with effect from 7th May, 2018.

Internal Auditor:

The Board has appointed M/s. Dilip A. Jain & Associates as an Internal Auditors for a period of 1 (One) year for Financial Year 2018-19 under Section 138 of the Companies Act, 2013 and they have completed the Internal Audit as per the scope as defined by the Audit Committee. Further, the Board has appointed M/s R T D & Associates as an Internal Auditors for the Financial year 2019-20 under Section 138 of the Companies Act, 2013 and they will be completing the Internal Audit as per the scope as defined by the Audit Committee.

Secretarial Auditor:

The Company has appointed Mr. G.B.B Babuji, Company Secretary in Whole Time Practice, to conduct Secretarial Audit for the financial year 2018-19 as required by Section 204 of the Companies Act, 2013 and rules made thereunder. The Company provided all assistance and facilities to the Secretarial Auditors for conducting their audit. Further, pursuant to SEBI Circular CIR/CFD/ CMD1/27/2019 dated 8th February, 2019, Mr. G.B.B Babuji, has also conducted the Annual Secretarial Compliance. The Secretarial Audit Report for the financial year ended 31st March, 2019 is annexed herewith marked as Annexure - IV.

Cost Auditor:

In terms of Section 148 of the Companies Act, 2013 read with Rule 5 of Companies (Cost Records and Audit) Rules, 2014, ("Cost Records Rules") as amended from time to time, the Company maintained its Cost records on regular basis in such manner which facilitated the calculation as may be prescribed by the Rules. Also, cost records maintained in such manner which enable the Company to exercise, to the extent possible, control over the various operations and costs to achieve optimum economies in utilization of resources. The Companys revenue from exports, in foreign exchange, exceeds 80% per cent of Companys total revenue. Pursuant to Rule 4 of Cost Records Rules of Companies Act, 2013 as amended from time to time, Cost Audit is not applicable to the Company for the financial year 2018-19.

25. AUDITORS QUALIFICATION:

There are no qualifications in the reports of the Statutory Auditors and Secretarial Auditor.

There was no instance of fraud during the year under review, which required to be reported by Statutory Auditors in their reports as mentioned under sub-section (12) of Section 143 of the Act.

26. INDUSTRIAL RELATIONS:

The industrial relations with staff and workers during the year under review continue to be cordial.

27. CHANGE IN THE NATURE OF BUSINESS, IF ANY:

There is no change in the nature of business of your Company during the year under review.

28. DISCLOSURES:

i. Vigil Mechanism /Whistle Blower Policy:

The Vigil Mechanism of the Company which also incorporate a whistle blower policy in the terms of SEBI (Listing Obligations and Disclosure Requirements), 2015 deals with instances of fraud and mismanagement, if any. Adequate safeguards have been provided against victimization of persons who use the vigil mechanism. The Policy on vigil mechanism and whistle blower policy may be accessed on the Companys website at the link: https://www.bkt-tires.com/en/investors-desk/shareholding-info .

ii. Audit Committee:

The Audit Committee comprised of Four Independent Non-Executive Directors as on 31st March, 2019 viz. Mr. Pannkaj Ghadiali (Chairman), Mr. Ashok Saraf, Mr. Laxmidas Merchant and Mrs. Shruti Shah. All the recommendations made by the Audit Committee were accepted by the Board.

iii. Number of Board Meeting:

The Board of Directors of the Company met six times in the year, the details of which are provided in the Corporate Governance Report.

iv. Particulars of loans given, investment made, guarantees given and securities provided:

Particulars of loans given, investments made, guarantees given and securities provided along with the purpose for which the loan or guarantee or security is proposed to be utilized by the recipient are provided in the Notes Nos. 14,5,10,47 & 50 to Financial statement forming a part of this Annual Report.

v. Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and outgo:

The particulars relating to conservation of energy, technology absorption, foreign exchange earnings and outgo, as required to be disclosed under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 (3) of the Companies (Accounts) Rules, 2014 are provided in Annexure - V and forms an integral part of this report.

vii. Extract of Annual Return:

Extract of Annual Return of the Company is annexed herewith as Annexure - VI to this report.

However, for the compliance of conditions of Section 134, copy of the Annual Return for the financial year ended 31st March, 2019 shall be placed on the Companys website www.bkt-tires.com .

viii. Particulars of Employees and related disclosures:

The information required under Section 197(12) of the Companies Act, 2013 read with Rules 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is attached as Annexure - VII.

A statement comprising the names of top 10 employees in terms of remuneration drawn and every person employed throughout the year, who were in receipt of remuneration in terms of Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, are provided in the Report.

However, having regard to the provisions of the first proviso to Section 136 of the Act, the details are excluded in the report sent to members. Members who are interested in obtaining the particulars may write to the Company Secretary at registered/ corporate office of the Company. The aforesaid information is available for inspection 21 days before and up to the date of the ensuing AGM during the business hours on working days.

ix. Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013:

The Company has formulated and implemented a policy of prevention of sexual harassment at the workplace with mechanism of loading/redressal complaints. During the year under review, there were no complaints reported to the Board.

x. Business Responsibility Report:

As mandated by Regulations - 34(2)(f) of Listing Regulations, 2015, Business Responsibility Report, of the Company for the year ended 31st March, 2019, describing the initiatives taken by the Company from an environmental, social and governance prospective, in the prescribed form is annexed as Annexure - VIII.

xi. Compliance with the Institute of Company Secretaries of India ("ICSI") Secretarial Standards:

The relevant Secretarial Standards issued by the ICSI related to the Board Meetings and General Meeting have been complied with by the Company.

No disclosure or reporting is required in respect of the following items as there were no transaction on these items during the year under review:

1. Details relating to deposit and unclaimed deposits or interest thereon.

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

3. Issue of shares (including sweat equity shares) and Employee Stock Option Scheme of the Company under any scheme.

4. None of the managerial personnel i.e. Managing Director, Joint Managing Director and Whole-time Director of the Company are in receipt of remuneration / commission from Subsidiary Companies of the Company.

5. No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern and Companys operation in future.

29. CAUTIONARY STATEMENTS:

Certain statements in the "Directors Report & Management Discussion and Analysis" describing the Companys views about the Industry, expectations/ predictions, objectives etc., may be forward looking within the meaning of applicable laws and regulations. Actual results may differ materially from those expressed in the Statement. Companys operations may inter-alia affect with the supply and demand stipulations, input prices and their availability, changes in Government regulations, taxes, exchange fluctuations and other factors such as Industrial relations and economic developments etc. Investors should bear the above in mind.

30. APPRECIATION:

Your Company has been able to operate efficiently because of the culture of professionalism, creativity, integrity and continuous improvement in all functions and areas as well as the efficient utilization of the Companys resources for sustainable and profitable growth.

The Board of Directors would like to express their sincere appreciation for the assistance and co-operation received from the financial institutions, banks, Government authorities, customers, vendors and members during the year under review. The Board of Directors also wish to place on record its deep sense of appreciation for the dedicated and committed services by the Companys executives, staff and workers.

Last but not least, your Directors wish to place on record their warm appreciation to you for your continuous support and encouragement.

For and on behalf of the Board of Directors

ARVIND PODDAR

Chairman & Managing Director DIN: 00089984

Place : Mumbai,

Dated : 17th May, 2019