BF Utilities Director Discussions


FOR THE YEAR ENDED 31st March, 2023 To, The Members,

Your Directors have pleasure in presenting their Twenty Third Annual Report on the business and operations of the Company together with Audited Statement of Accounts for the year ended 31st March, 2023.

1. FINANCIAL PERFORMANCE

(Rs. in Million)

Standalone Consolidated
Particulars Year ended March 31, 2023 Year ended March 31, 2022 Year ended March 31, 2023 Year ended March 31, 2022
Total Income 266.07 249.73 7,758.92 5,342.09
Total Expenditure 198.40 203.82 5,019.93 4,311.25
Profit / (Loss)for the year before taxation 67.67 45.91 2,738.99 1,030.85
Provision for tax (including Deferred Tax) 9.95 17.64 172.47 99.49
Profit / (Loss) for the year after taxation 57.72 28.27 2,566.52 931.36
Items of other comprehensive income (net of Tax) 0.59 5.37 2.22 21.88
Total 58.31 33.64 2,568.74 953.24
Balance of profit / (Loss) from previous year 1,134.35 1,100.71 530.81 (422.43)
Adjustments in other equity - - 12.68 -
Balance available for appropriation 1,192.66 1,134.35 3,112.23 530.81
Appropriations - - - -
Surplus retained in statement of profit and loss 1,192.66 1,134.35 3,112.23 530.81

2. KEY FINANCIAL RATIOS

Details of changes in key financial ratios including significant changes i.e. change of 25% or more as compared to the immediately previous financial year along with detailed explanations:

Particulars FY 2022-23 FY 2021-22 Explanation for significant change
Debtor Turnover NA NA NA
Inventory Turnover NA NA NA
Interest Coverage Ratio NA NA NA
Current Ratio 1.19 0.98 NA
Debt Equity Ratio 0.13 0.16 NA
Operating Profit Margin (%) 12.02% 5.70% NA
Net profit Margin (%) 21.70% 11.32% NA

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

Standalone Consolidated
Particulars 2022-23 2021-22 2022-23 2021-22
Return on Net Worth (%) 4.18% 2.14% 77.76% 129.51%

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

3. SHARE CAPITAL

The paid-up Equity Share Capital as on 31st March, 2023 stood at Rs.188.34 Million. During the year under review, the Company has not issued shares with differential voting rights nor has granted any stock options or sweat equity. As on 31st March, 2023, none of the Directors of the Company hold instruments convertible into equity shares of the Company.

4. DIVIDEND

Your Directors do not recommend any dividend on the equity shares for the year ended 31st March, 2023.

5. MANAGEMENT DISCUSSION AND ANALYSIS

International Scenario

• 2022 was the third best year ever for new capacity with 78 GW added globally.

• Total installed global capacity grew to 906 GW. This represents Year-on-Year growth of 9%.

• 2023 should be the very first year to exceed 100 GW of new capacity added globally with this on same fact Global Wind Energy Council (GWEC) Market Intelligence forecasts year-on-year growth of 15%.

• GWEC Market Intelligence forecasts 680 GW of new capacity in the next five years (2023-27). This represents 136 GW per year to 2027.

• GWEC Market Intelligence has a positive outlook up to 2030, with an additional 143 GW expected by the end of the decade, 13% higher than previous forecasts. We previously forecast 1078 GW to be built from 2022-2030, this is now forecast to be 1221 GW of new capacity added between 2023-2030.

Domestic Scenario

Wind power accounts for nearly 10% of Indias total installed utility power generation capacity and generated 71.814 TWh in the fiscal year 2022-23, which is nearly 4.43% of total electricity generation.

Companys Performance :

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

6. COMPANY PERFORMANCE

During the Financial Year under review, on a standalone basis, your Company earned total income of Rs. 266.07 Mln. (previous years Rs. 249.73 Mln.). The net profit / (Loss) after tax is Rs 57.72 Mlns. (previous years Rs. 28.27 Mlns).

During the Financial Year under review, on a consolidated basis, your Company earned total income of Rs. 7,758.92 Mln. (previous years Rs. 5342.09 Mln.). The net profit / (Loss) after tax is Rs. 2,566.52 Mlns. (previous years Rs. 931.36 Mlns).

7. BUSINESS OVERVIEW AND OPERATIONS OF THE COMPANY

The working conditions for wind mill continue to be difficult. Despite such problems, the Company was able to generate 21.43 Million (Net) Units of power. The Company is making all efforts to maximize power generation and reduce costs.

8. FINANCE AND CREDIT RATING

During the year under review, the liquidity and cash positions were monitored with reinforced focus. Earnings from the cash surplus investments, comprising bank fixed deposits during the year saw an increase due to the increase in the market interest rates. Nevertheless, utmost importance was given to ensure the safety and liquidity of surplus cash.

Your Company has not done any Credit Rating.

9. HUMAN RESOURCES

As on 31st March, 2023, the Company has 7 employees. The relations with Companys employees are cordial.

10. CONCERNS AND THREATS

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

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

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

11. PROSPECTS FOR THE CURRENT YEAR

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

12. BUSINESS RESPONSIBILITY AND SUSTANABILITY REPORT

Pursuant to the SEBI Listing Regulations, the Business Responsibility and Sustainability Report initiatives taken from an environmental, social and governance perspective in the prescribed format annexed as "Annexure X" to this report. The same is also available on the Companys website at http://www.bfutilities.com/pdfs/ Business%20Responsibility%20and%20Sustainability%20Reporting%20(BRSR).pdf

13. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

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

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

14. SAFETY, HEALTH AND ENVIRONMENT

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

15. CAUTIONARY STATEMENT

Statements in this Report, particularly those which relate to Management Discussion and Analysis, describing the Companys objectives, projections, estimates and expectations may constitute "forward looking statements" within the meaning of applicable laws and regulations. Actual results might differ materially from those either expressed or implied.

16. SUBSIDIARY COMPANIES

The Company has four subsidiary companies as on 31st March, 2023.

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

The Companys Policy on determining material subsidiaries, as approved by the Board, is uploaded on the Companys website at http://www.bfutilities.com/pdfs/Policy%20on%20Material%20Subsidiary.pdf

According to this policy, there are two material subsidiaries of the Company viz. Nandi Infrastructure Corridor Enterprises Limited and Nandi Highway Developers Limited.

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

The details are given in Annexure III

17. PARTICULARS OF INFORMATION FORMING PART OF THE BOARDS REPORT PURSUANT TO SECTION 197 (12) OF THE COMPANIES ACT, 2013, READ WITH RULE 5 OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014

In terms of Section 136 of the Act, the Reports and Accounts are being sent to the shareholders excluding the information required under Rule 5(2) and 5 (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. Any shareholder interested in obtaining the same may write to the Company Secretary at secretarial@bfutilities.com.

The information required pursuant to section 197(12) of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended ,has been provided in Annexure IV

18. NUMBER OF MEETINGS OF THE BOARD

During the year under review, Six Board Meetings were convened and held. The details of which are given in the Corporate Governance Report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.

19. DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirements of Section 134 (3) and (5) of the Companies Act, 2013, in respect of Directors Responsibility Statement, your Directors to the best of their knowledge and ability state that:

a) in the preparation of the Annual Financial Statements for the year ended 31st March 2023, the applicable accounting standards have been followed along with the proper explanation relating to material departures;

b) accounting policies as mentioned in Notes to the Financial Statements have been selected and applied consistently. Further judgments and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2023 and of the profit of the Company for the year ended on that date;

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

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

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

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

20. A STATEMENT ON DECLARATION GIVEN BY INDEPENDENT DIRECTORS

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

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

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

21. COMPANYS POLICY ON DIRECTORS AND KMPS APPOINTMENT AND REMUNERATION

Directors appointment and remuneration is done as per the policy for selection and appointment of Directors, Key Managerial Personnel and Senior Management Personnel and their remuneration. The Nomination & Remuneration Policy is available on Companys website http://www.bfutilities.com/pdfs/ Nomination%20and%20Renumeration%20Policy.pdf

22. ACCOUNTS AND AUDIT

a. Statutory Auditors and Audit Report

M/s. G. D. Apte & Co. Chartered Accountant (Firm Registration No.100515W), are the auditors of the Company and will continue the audit for Financial year 2023-24. The Audit report of M/s. G. D. Apte & Co. on the Financial Statements of the Company for the Financial Year 2022-23 is a part of the Annual Report. The Report does not contain any qualification, reservation, adverse remark or disclaimer.

b. Secretarial Auditor and the Audit

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s. SVD & Associates, Company Secretaries, Pune to undertake the Secretarial Audit of the Company for the year 2022-23.

The Report of the Secretarial Audit is annexed herewith as Annexure V to this Report. The Secretarial Audit Reports of material subsidiaries viz. Nandi Infrastructure Corridor Enterprises Limited and Nandi Highway Developers Limited are enclosed in Annexure VI

Further, as required under Section 204 of the Act and rules thereunder, the Board has appointed M/s. SVD & Associates, Company Secretaries, Pune, to conduct Secretarial Audit for the financial year 2023-24.

c. Cost Auditor

The maintenance of cost records and Cost Audit Rules are not applicable to the Company.

d. Consolidated Accounts

The Consolidated Accounts for the year ended 31st March, 2023 are enclosed. Further, a statement containing the salient features of the financial statements of subsidiaries in the prescribed Form AOC-1 is appended as Annexure to Note No.37 which forms part of this Report.

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

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

e. Reporting of Fraud by auditors

During the year under review, the Statutory Auditors and Secretarial Auditors of the Company have not reported any instances of frauds committed in the Company by its officers or employees, to the Audit Committee under Section 143(12) of the Act.

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

There are no qualifications, reservations or adverse remarks or disclaimers made by M/s. G. D. Apte & Co., Statutory Auditors, in their Audit Report on standalone accounts and Consolidated Accounts. M/s. SVD & Associates, Practicing Company Secretary, in their Secretarial Audit Report have made certain qualifications. The auditors qualifications and Boards explanation thereto are summarized as under:

Auditors Qualifications Boards explanation
1. Secretarial Audit -
I. As required under respective regulations of ICDR & LODR:
Pursuant to the internal scrutiny, the Company had noticed that two entities ("said entities") that hold an insignificant number of shares in the Company and qualify as "promoter group" under Regulation 2(1)(pp) r/w Regulation 2(1)(zb) of the SEBI ICDR had inadvertently not been classified as such, in the Companys shareholding pattern as disseminated on stock exchange platforms. The aforesaid inadvertent error has been voluntarily rectified by the Company and accordingly approached SEBI for settlement in terms of the Settlement Regulations. In consideration of the same, the High Powered Advisory Committee of SEBI has directed to pay the settlement of INR 9,27,010/- which was paid by the Company on January 16, 2023 and order was received by the Company on January 24, 2023 On voluntary application by the listed entity, and payment of settlement fee of INR 9,27,010/- on January 16, 2023 the High Powered Advisory Committee of SEBI vide order dated January 24, 2023 has settled the non- compliance with regard to Clause 35 of the erstwhile listing agreement and Regulation 31(4) and 31(1) of SEBI LODR r/w Regulation 2(1)(pp) and 2(1)(zb) of the SEBI ICDR Regulations, 2009.
II. As required under respective regulations of LODR:
(i) The Company has delayed in submission of consolidated financial results along with the standalone results under Regulation 33 of LODR for the quarter and year ended March 31, 2022. Consequently, the Company received notices from BSE Limited (BSE) vide email dated June 07, 2022 and National Stock Exchange of India Limited (NSE) vide letter dated June 29, 2022 imposing a fine of INR. 1,77,000/- and INR. 1,71,100/- respectively. The Company has duly paid the fine imposed. The Company has taken necessary action for submission of financial results and has paid the fine amount within prescribed time.
(ii)The Company has identified Nandi Highway Developers Limited as its material subsidiary in terms of explanation to sub regulation (1) of Regulation 24 of LODR. However, the Company has not appointed any of its Independent Director on the Board of this unlisted material subsidiary. The Company is in process of appointing any of its Independent Director on the Board of this unlisted material subsidiary.
III. As per Companies Act, 2013:
E-form CSR -2 for the previous financial that was due to be filed in this financial year has been filed by the Company beyond prescribed time. The observation is self-explanatory.

24. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENT UNDER SECTION 186

During the year, the Company has not made any investments, other than the Current Investments. The closing balances of investments which would be covered under Section 186 of the Companies Act, 2013, are disclosed in the Schedule of Non-Current Investments in the Financial Statements. The details of loans and guarantees, if any, are disclosed in the financial statement of 2022-23.

25. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES REFERRED TO IN SUB-SECTION (1) OF SECTION 188 OF THE COMPANIES ACT, 2013

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

The Company has formulated a Policy on Related Party Transactions which is available on the Companys website at http://www.bfutilities.com/pdfs/Related%20Party%20Transactions%20Policy.pdf. All related party transactions entered into during FY 2022-23 were on arms length basis and in the ordinary course of business.

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

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

26. STATE OF COMPANYS AFFAIRS

Discussion on state of Companys affairs has been covered in the Management Discussion and Analysis.

27. AMOUNTS PROPOSED TO BE CARRIED TO RESERVES

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

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

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

29. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

Conservation of Energy and Technology Absorption

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

30. DIVIDEND DISTRIBUTION POLICY :

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

31. RISK MANAGEMENT POLICY

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

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

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

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

32. CORPORATE SOCIAL RESPONSIBILITY (CSR)

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

The Annual Report on CSR activities for FY 2022-23 is enclosed as Annexure I to this Report.

33. PERFORMANCE AND FINANCIAL POSITION OF EACH OF THE SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE COMPANIES:

The details in prescribed format of Form AOC-1 are given in Annexure III

34. CHANGE IN THE NATURE OF BUSINESS, IF ANY

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

35. DETAILS OF DIRECTORS OR KEY MANAGERIAL PERSONNEL WHO WERE APPOINTED OR HAVE RESIGNED DURING THE YEAR

Directors appointed during the year

Name of Director Designation Term of appointment
Mr. B. S. Mitkari Whole-Time Director Appointed in AGM dated September 29, 2022 for a period of 3 (Three) years with effect from April 1, 2022 upto March 31, 2025
Mr. Shrikrishna K. Adivarekar Independent Director Appointed in AGM dated September 29, 2022 for Second Term of 3 (Three) consecutive years with effect from May 30, 2023 to May 29, 2026

None of the directors of the Company resigned during the year.

Independent Directors

The Company has received declarations from all the Independent Directors confirming that they meet the criteria of independence as prescribed under Section 149(6) of the Act and Regulation 16(1)(b) of the SEBI Listing Regulations and are independent of the management. In terms of Regulation 25(8) of the SEBI Listing Regulations, they have confirmed that they are not aware of any circumstance or situation, which exist or may be reasonably anticipated, that could impair or impact their ability to discharge their duties with an objective independent judgement and without any external influence. The Board of Directors of the Company has taken on record the declaration and confirmation submitted by the Independent Directors after undertaking due assessment of the veracity of the same. They are not liable to retire by rotation in terms of Section 149(13) of the Act.

The Board is of the opinion that the Independent Directors of the Company possess requisite qualifications, experience and expertise in the fields of technology, strategy, finance, engineering and Law, etc. and that they hold highest standards of integrity The Independent Directors of the Company have confirmed that they have enrolled themselves in the Independent Directors Databank maintained with the Indian Institute of Corporate Affairs (IICA) in terms of Section 150 of the Act read with Rule 6 of the Companies (Appointment & Qualification of Directors) Rules, 2014. They are exempt from the requirement to undertake the online proficiency self-assessment test conducted by IICA.

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

Key Managerial Personnel (KMP)

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

• Mr. B. S. Mitkari CEO / CFO & Company Secretary

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

NIL

Directors and KMPs resigned during the year

None of the Directors and KMPs resigned during the year ended March 31, 2023.

Procedure for Nomination and Appointment of Directors.

The NRC is responsible for developing competency requirements for the Board based on the industry and strategy of the Company. The Board composition analysis reflects in-depth understanding of the Company, including its strategies, environment, operations, financial condition and compliance requirements.

The NRC conducts a gap analysis to refresh the Board on a periodic basis, including each time a Directors appointment or re-appointment is required. The Committee is also responsible for reviewing the profiles of potential candidates vis-a-vis the required competencies and meeting the potential candidates, prior to making recommendations of their nomination to the Board. At the time of appointment, specific requirements for the position including expert knowledge expected is communicated to the appointee.

The list of core skills, expertise and competencies of the Board of Directors as are required in the context of the businesses and sectors applicable to the Company are identified by the Board and are available with the Board. The Company has also mapped each of the skills, expertise and competencies against the names of the Board Members possessing the same. The same is disclosed in the Corporate Governance Report forming part of this Integrated Annual Report.

Criteria for determining Qualifications, Positive Attributes and Independence of a Director

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

Board Evaluation

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

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

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

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

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

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

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

2) Re-appointment of Mr. B. N. Kalyani (DIN : 00089380) as Director of the Company

The brief resumes and other details relating to Directors who are proposed to be appointed / re-appointed, as required to be disclosed under Regulations 2015, form part of the Notes and Statement setting out material facts annexed to the Notice of the Annual General Meeting.

37. NAMES OF COMPANIES WHICH HAVE BECOME OR CEASED TO BE ITS SUBSIDIARIES, JOINT VENTURES OR ASSOCIATE COMPANIES DURING THE YEAR

There were no new companies which have become or ceased to be its subsidiaries, joint ventures or associate companies during the year

38. DETAILS OF DEPOSITS WHICH ARE NOT IN COMPLIANCE WITH THE REQUIREMENTS OF CHAPTER V OF THE COMPANIES ACT, 2013

The Company has not accepted Public Deposits under chapter V of The Companies Act, 2013.

39. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANYS OPERATIONS IN FUTURE

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

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

40. DISCLOSURE REGARDING MAINTENANCE OF COST RECORDS AS SPECIFIED BY THE CENTRAL GOVERNMENT UNDER SUB-SECTION (1) OF SECTION 148 OF THE COMPANIES ACT, 2013

The Company is not required to comply with the provisions of Section 148 (1) of the Companies Act, 2013 with respect to maintenance of cost records.

41. DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS

The Company has suitable internal control system comprising of proper checks and balances, policies and procedures. This includes code of conduct, whistle blower policy, MIS and internal audit mechanism.

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

The Audit Committee deliberated with the members of the management, considered the systems as laid down and met the internal audit team and statutory auditors to ascertain, their views on the internal financial control systems. The Audit Committee satisfied itself as to the adequacy and effectiveness of the internal financial control system as laid down and kept the Board of Directors informed. However, the Company recognises that no matter how the internal control framework is, it has inherent limitations and accordingly, periodic audits and reviews ensure that such systems are updated on regular intervals.

42. COMPOSITION OF BOARD AND AUDIT COMMITTEE

The composition of the Board and Audit Committee has been mentioned in the Corporate Governance Report forming part of this Report.

43. COMPOSITION OF CSR COMMITTEE

The CSR Committee comprised 3 Members out of which 1 is independent Director. During the year under review, 1 meeting of the CSR Committee was held, details of which are provided in the Corporate Governance Report. The CSR Policy is available on the website of the Company at http://www.bfutilities.com/pdfs/ Corporate%20Social%20Responsibility%20Policy.pdf. During the year under review, there were no instances when the recommendations of the CSR Committee were not accepted by the Board.

Since the Company is not satisfying any of the conditions of Section 135(1) of Companies Act, 2013, there is no CSR obligation on the Company for financial year 2022-23.

44. WHISTLEBLOWER POLICY AND VIGIL MECHANISM

The Company has formulated and implemented the Whistle Blower Policy / Vigil Mechanism. This has provided a mechanism for directors and employees of the Company and other persons dealing with the Company to report to the Chairman of the Audit Committee; any instance of unethical behavior, actual or suspected fraud or violation of the Companys Code of Conduct. The aforesaid policy has also been uploaded on the Companys website http://www.bfutilities.com/pdfs/Whisle%20Blower%20Policy.pdf

45. CASH FLOW

A Cash Flow Statement for the year ended 31st March 2023 is attached to the Balance Sheet.

46. CORPORATE GOVERNANCE

A report on the Corporate Governance, along with the certificate of compliance from the Auditors, forms part of the Annual Report. The Chief Executive Officer and the Chief Financial Officer and Company Secretary of the Company have certified to the Board on financial statements and other matters in accordance with the Regulation 17 (8) of the Listing Regulations pertaining to CEO/CFO certification for the financial year ended March 31, 2023.

47. OBLIGATION OF COMPANY UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

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

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

48. SECRETARIAL STANDARDS

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

49. CERTIFICATE FROM PRACTICING COMPANY SECRETARY:

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

50. ANNUAL RETURN

Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, the Annual Return as on March 31, 2023 is available on the Companys website at http://www.bfutilities.com/pdfs/Annual%20Return%20(MGT%20-7)_31032023.pdf

51. ACKNOWLEDGMENT

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

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

B.N. Kalyani B.S. Mitkari
Chairman CEO / CFO / Company
Pune Secretary
August 11, 2023 DIN:00089380 DIN:03632549