Bharat Bijlee Ltd Directors Report.

The Directors are pleased to present their 73rd Annual Report on the business and operations of the Company together with the Audited Accounts for the financial year ended March 31, 2020.

GENERAL OUTLOOK OF INDUSTRY AND ECONOMY:

The financial year 2019-2020 saw GDP growth decelerating further to its lowest level in the past eleven years: to 4.2% from 6.1% in the previous financial year. The sharp contraction in year on year growth of Gross Fixed Capital Formation (GFCF) in FY2020 [-2.8%] compared to FY2019 [9.8%] highlights the extent of the slowdown in investment and the contraction in government capital spending.

The capital goods industry continues to be adversely affected by demand contraction across sectors and fierce competition amongst market players. We continue to tread cautiously, concentrating on our market position and on profitable market opportunities.

FINANCIAL PERFORMANCE:

(Rs. in Lakhs)
Year ended 31st March, 2020 Year ended 31st March, 2019
Sales and Services 92,872.67 93,232.23
Other Income 3,013.81 2,961.32
95,886.48 96,193.55
Profit/(Loss) before Interest & Financial 9,817.38 8,722.12
Charges, Depreciation, Exceptional items and Tax
Less : Interest and Financial Charges 2,028.74 1,691.43
Less : Depreciation 897.01 837.69
Profit before Tax 6,891.63 6,193.00
Less: Provision for Taxation 2,329.63 2,039.94
Profit/(Loss) after Taxation 4,562.00 4,153.06
Add : Profit/(Loss) Brought Forward 15,481.00 11,507.27
Less : Dividend on Equity Shares (706.45) (141.29)
Less: Tax on Dividend on Equity Shares (145.21) (29.04)
Less : Interim Dividend on Equity Shares (706.45) -
Less : Tax on Interim Dividend on Equity Shares (145.21) -
(Less)/Add: Other Comprehensive (26.28) (9.00)
Income arising from re-measurement of
Defined Benefit Plan (net of tax)
Net Surplus available for Appropriation 18,313.40 15,481.00

DIVIDEND:

Board of Directors, through a Circular Resolution passed on February 25, 2020, declared an Interim Dividend of 12.50/- (i.e., 125%) per equity share of 10/- each, for the financial Year 2019-2020. The Interim Dividend was paid to Shareholders holding shares on Record Date, i.e., March 6, 2020. The Board has not recommended a Final Dividend and the Interim Dividend of 12.50/- per equity share, shall be considered as the Final Dividend for the financial year 2019-2020. The total dividend payout for the financial year 2019-2020 stands at 851.66 lakhs (previous year 851.66 lakhs) including dividend distribution tax of 145.21 lakhs (previous year 145.21 lakhs)

OPERATIONS:

Income from Sales and Services for the Company at

92,872.67 lakhs compared to 93,232.23 lakhs in the previous year was lower by 0.39% due to the lockdown imposed by Government authorities in view of the Covid-19 pandemic, which brought operations to a complete halt towards end of the financial year. The profit before tax improved from 6,193.00 lakhs in the previous year to

6,891.63 lakhs.

FINANCE:

In spite of positive cash flows from operations, the higher volumes in Industrial Systems, elongated working capital cycles, and a build-up of inventory due to slower dispatch clearances from customers at the end of the financial year caused an increase in the finance cost by 337.31 lakhs compared to the previous year. The free reserves of the Company as on March 31, 2020, increased by 2,832.40 lakhs to 42,784.77 lakhs. The credit rating for the bank facilities enjoyed by the Company has been retained at ICRA A+ (Long Term) and ICRA A1+ (Short Term).

12,29,706/- (Rupees Twelve Lakhs Twenty Nine Thousand

Seven Hundred and Six only) was transferred to the Investor Education and Protection Fund, out of which Unclaimed Dividend amounted to 9,75,825/- (Rupees Nine Lakhs Seventy Five Thousand Eight Hundred Twenty Five only) and Unclaimed Fixed Deposit and Unclaimed Fixed Deposit Interest amounted to 2,53,881/- (Rupees Two Lakh Fifty Three Thousand Eight Hundred Eighty One only).

HUMAN RESOURCES AND EMPLOYEE RELATIONS:

There is an ongoing emphasis on building a progressive Human Resources culture within the Organisation. Structured initiatives to nurture talent and create a working environment that fosters motivation, teamwork and result orientation continue to be addressed. Productivity level continued to be subject to continuous monitoring.

Employee strength as on March 31, 2020 was 1,731 as compared to 1,685 in the previous year."

SUBSIDIARY / JOINT VENTURE / ASSOCIATE COMPANIES:

The Company has no Subsidiary / Joint Venture / Associate Companies during the Financial year ending March 31, 2020. Accordingly, a statement under the provisions of Section 129(3) of the Companies Act, 2013, containing salient features of the financial statements of the Companys subsidiary(ies) in Form AOC-1 is not enclosed.

DEPOSITS:

The Company has not accepted / renewed any fixed deposits from the public or the Members, within the meaning of Section 73 of the Companies Act, 2013, read with Chapter V of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014, during the financial year 2019-2020, and, as such, no amount of principal or interest on deposits from public or the Members, was outstanding as of the Balance Sheet date.

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

Except as disclosed elsewhere in this Boards Report, no material changes and commitments which could affect the Companys financial position have occurred since the close of the financial year, i.e., March 31, 2020 till the date of this Boards Report. Further, it is hereby confirmed that there has been no change in the nature of business of the Company.

DISCLOSURE OF INTERNAL FINANCIAL CONTROLS:

The Internal Financial Controls framework as designed and implemented by the Company is adequate and commensurate with the size, scale and complexity of its operations. The framework has been designed to provide reasonable assurance with respect to recording and providing reliable financial and operational information, complying with applicable laws, safeguarding of assets, transactional controls and ensuring compliance with the Companys policies & procedures. The internal controls are tested for adequacy, efficiency and effectiveness through audits by the in-house internal audit department and the observations, corrective and preventive actions are reviewed by the management and Audit Committee of the Board of Directors. During the financial year under review, no material weakness in the design or effectiveness was observed. The framework on Internal Financial Controls over Financial Reporting has been reviewed by the internal and the external auditors and concluded to be adequate & effective as at March 31, 2020.

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) or Court(s) or Tribunal(s) impacting the going concern status of the Company and its business operations in future.

PARTICULARS OF CONTRACT OR ARRANGEMENT WITH RELATED PARTIES:

All contracts / arrangements / transactions entered by the Company during the financial year 2019-2020, with related parties, as defined under Section 188 of the Companies Act, 2013 and the Rules made there under and as per the applicable provisions of Securities and Exchange Board of India (Listing Obligations & Disclosure Requirements) Regulations, 2015 (hereinafter referred as "the Listing Regulations"), were in the ordinary course of business and on arms length basis. Further no material related party transactions 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-2, is not applicable to your Company. Further, all such contracts / arrangements / transactions were placed before the Audit Committee 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 also available on the website of the Company, www.bharatbijlee.com. Your Directors draw attention of the Members to Note no. 35.2 of Financial Statements which sets out disclosures on related parties and transactions entered into with them during the financial year under review.

PARTICULARS OF LOANS, GUARANTEE, INVESTMENTS AND SECURITIES:

Particulars of loans, guarantees, investments and securities provided during the financial year under review, covered under the provisions of Section 186 of the Companies Act, 2013, have been provided in the Financial Statements which forms part of this Annual Report. (Please refer Note No. 5 and 10 to the Financial Statements).

PARTICULARS OF LOANS / ADVANCES / INVESTMENTS AS REQUIRED UNDER THE LISTING REGULATIONS:

The details of related party disclosures with respect to loans / advances / investments at the year end and maximum outstanding amount thereof during the year, as required under {Part A of Schedule V of the Listing Regulations have been provided in the notes to the Financial Statements of the Company. (Please refer Note No. 5, 8, 10 and 12 to the Financial Statements).

BOARD OF DIRECTORS:

In accordance with the provisions of Section 152 of the Companies Act, 2013 and the Articles of Association of the Company, Mr. Shome N. Danani (DIN 00217787), Whole-time Director, being longest in the office, shall retire by rotation at the ensuing 73rd Annual General Meeting (‘AGM) and being eligible, offers himself for re-appointment.

During the period under review, Mr. Shome N. Danani, on the recommendation of Nomination and Remuneration Committee as well as Board, was re-appointed as Whole-time Director, for a period of five (5) years with effect from January 28, 2020 to January 27, 2025, in line with the provisions of Sections 196, 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 applicable provisions, if any, of the Companies Act, 2013 and the Rules made thereunder. The re-appointment was approved by the Shareholders of the Company vide Postal Ballot (including e-Voting) concluded on December 17, 2020.

Further, at the 72nd AGM held on September 9, 2019, Shareholders of the Company, in line with the provisions Section 149 of the Companies Act, 2013 and Regulation 25 of Listing Regulations, approved the following :

1. Re-appointment of Mr. Prakash V. Mehta (DIN 00001366), Chairman, Non-Executive Director, as an Independent Director of the Company, for a 2nd term of five (5) consecutive years, commencing from September 9, 2019 to September 8, 2024, not liable to retire by rotation;

2. Re-appointment of Mr. Sanjiv N. Shah (DIN 00007211), Non-Executive Director, as an Independent Director of the Company, for a 2nd term of five (5) consecutive years, commencing from September 9, 2019 to September 8, 2024, not liable to retire by rotation;

3. Re-appointment of Mr. Jairaj C. Thacker (DIN 00108552), Non-Executive Director, as an Independent Director of the Company, for a 2nd term of five (5) consecutive years, commencing from September 9, 2019 to September 8, 2024, not liable to retire by rotation;

4. Re-appointment of Mr. Rajeshwar D. Bajaaj (DIN: 00087845) Non-Executive Director, as an Independent Director of the Company, for a 2nd term of five (5) consecutive years, commencing from September 9, 2019 to September 8, 2024, not liable to retire by rotation;

5. Appointment of Mrs. Mahnaz A. Curmally (DIN 06907271) Non-Executive Director, as an Independent Director of the Company, for a term of five (5) consecutive years, commencing from September 9, 2019 to September 8, 2024, not liable to retire by rotation; Approval of Shareholders was also sought under Regulation 17(1A) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, for the continuation of directorship of Non-Executive Directors of the Company who have attained the age of seventy five (75) years or about to attain the said age during their respective tenure. Accordingly, at the 72nd AGM held on September 9, 2019, Shareholders of the Company by passing respective Special Resolutions, approved the following:

6. Continuation of directorship of Mr. Prakash V. Mehta, Chairman, Non-Executive Independent Director of the Company, for his 2nd term, who has already attained the age of above 75 years, valid upto September 8, 2024;

7. Continuation of directorship of Mr. Rajeshwar D. Bajaaj, Non-Executive Independent Director of the Company, for his 2nd term, who has already attained the age of above 75 years, valid upto September 8, 2024

8. Continuation of directorship of Mrs. Mahnaz A. Curmally, Non-Executive Independent Director of the Company, for her 1st term, on or after August 4, 2021 till the expiry of her term i.e. upto September 8, 2024; After the end of the financial year, Mr. Ravishanker Prasad (DIN 06641845) tendered his resignation, as a Non-Executive Non-Independent Director of the Company, effected from the close of business hours on Monday, May 18, 2020. The Board Members place on record their sincere appreciation for Mr. Prasads contribution and guidance provided during his tenure as a Director.

Further the Board, upon the recommendation of the Nomination and Remuneration Committee, in its Meeting held on June 30, 2020, appointed Mr. Ravi Chaudhary (DIN 06728841), as an Additional Director in the capacity of Non-Executive Non-Independent Director of the Company, with effect from June 30, 2020. In terms of Section 161 of the Companies Act, 2013, Mr. Chaudhary holds office upto the date of the ensuing 73rd AGM of the Company. The Company has received a requisite Notice in writing, under Section 160 of the Companies Act, 2013, from a Shareholder proposing the candidature of Mr. Chaudhary, as a Director on the Board of the Company. Accordingly, the Board recommends the Special Resolution in relation to the appointment of Mr. Chaudhary as a

Non-Executive Non-Independent Director, for the approval of Shareholders of the Company. Brief Profile of Mr. Chaudhary has been given in the Notice convening 73rd AGM along with the accompanying Explanatory Statement Further, except as explained hereinabove, there were no changes in Directorship of the Company as well as in Key Managerial Personnel category during the period under review. As on March 31, 2020, your Company has Nine (9) Directors consisting of Five (5) Independent Directors, including one (1) Woman Director, Three (3) Executive Directors and One (1) Non-Executive Director.

None of the Directors of your Company are disqualified under the provisions of Section 164(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 any pecuniary 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, is disclosed as part of the Notice dated August 13, 2020, of the ensuing 73rd Annual General Meeting.

KEY MANAGERIAL PERSONNEL:

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

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

DECLARATIONS BY INDEPENDENT DIRECTORS:

Pursuant to the provisions of Section 149(7) of the Companies Act, 2013 and Regulation 16 (1) (b) of the Listing Regulations, the Company has received individual declarations from all the Independent Directors, whose names are appended herein below, confirming that they fulfill the criteria of independence as prescribed under Section 149(6) of the Companies Act, 2013 and the rules made there under and to hold the office of Independent Director of the Company for the financial year ended March 31, 2020:

1. Mr. Prakash V. Mehta;

2. Mr. Sanjiv N. Shah;

3. Mr. Jairaj C. Thacker;

4. Mr. Rajeshwar D. Bajaaj &

5. Mrs. Mahnaz A. Curmally

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

Further, in the opinion of the Board, the Independent Directors also possess the attributes of integrity, expertise and experience as required to be disclosed under Rule 8(5) (iiia) of the Companies (Accounts) Rules, 2014.

ENROLMENT OF DIRECTORS IN INDEPENDENT DIRECTORS DATA BANK:

The Ministry of Corporate Affairs (MCA) vide its notification dated October 22, 2019, has amended Rule 6 of the Companies (Appointment and Qualification of Directors) Fifth Amendment Rules, 2019, and accordingly, every individual appointed / to be appointed as an Independent Director is required to enroll his/her name for inclusion in the ‘Independent Directors Data Bank to be maintained by the Indian Institute of Corporate Affairs, Manesar. All the Independent Directors of your Company have undertaken requisite steps towards the inclusion of their names in the said ‘Independent Directors Data Bank.

NUMBER OF MEETINGS OF THE BOARD:

The Board meets at regular intervals to discuss on Company / Businesss policy and financial results apart from other Board business. The maximum interval between any two Board Meetings did not exceed one hundred and twenty (120) days, as stipulated under Section 173(1) of the Companies Act, 2013 and Regulation 17(2) of the Listing Regulations and the Secretarial Standard issued by the Institute of Company Secretaries of India. A notice of the Board Meeting along with the Agenda which includes detailed notes on the items 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 shorter notice for matters that form part of the Board and Committee Agenda and are considered to be in the nature of Unpublished Price Sensitive Information. Minimum four prescheduled Board meetings are held every year (one meeting in every calendar quarter). Additional meetings are held to address specific needs, if any, of the Company. During the financial year under review, the Board of Directors met five (5) times, in accordance with the provisions of the Companies Act, 2013 and rules made there under and Listing Regulations.

Sr. No. Date on which Board Meetings were held Total strength of the Board No. of Directors Present
1 May 6, 2019 9 8
2 July 25, 2019 9 9
3 September 9, 2019 9 8
4 October 23, 2019 9 8
5 January 30, 2020 9 9

Detailed information on the Board Meetings with regard to their dates and attendance of each of the Directors thereat have been included in the Corporate Governance Report, which forms part of this Boards Report. Additionally, during the financial year ended March 31, 2020 a separate meeting of the Independent Directors without the presence of Executive Directors or Management Representatives, was held on January 30, 2020, in compliance with the requirements of Schedule IV of the Companies Act, 2013 and Regulation 25(3) and 25(4) of the Listing Regulations:

AUDIT COMMITTEE:

The constitution and terms of reference of the Audit Committee are in accordance with and covers all the matters specified under Section 177 of the Companies Act, 2013 and Regulation 18 of the Listing Regulations read with Part C of Schedule II of the Listing Regulations. The Committee 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

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 of investigation into cases of material nature and the actions taken in respect thereof.

During the year under review, there was no instance wherein the Board had not accepted any recommendation of the Audit Committee. The terms of reference of Audit Committee and other details including number of Meetings held, are provided in the Corporate Governance Report, which forms part of this Boards Report.

NOMINATION AND REMUNERATION COMMITTEE:

The constitution and terms of reference of the Nomination and Remuneration Committee (‘NRC) are in accordance with and covers all the matters specified under Section 178 of the Companies Act, 2013 and Regulation 19 read with Part D of Schedule II of the Listing 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 and Remuneration Policy" for Directors, Key Managerial Personnel and Senior Management Employees. The Remuneration Policy is directed towards rewarding performance, based on review of achievements. It aims to retain, motivate and promote talent and to ensure long term sustainability of talented managerial persons and create competitive advantage.

The details of "Nominations and Remuneration Policy" are explained in the Report on Corporate Governance along with the other details, which forms part of this Boards Report and are hosted on the website of the Company, https://www.bharatbijlee.com/.

STAKEHOLDERS RELATIONSHIP COMMITTEE:

The composition, powers, role and terms of reference of the Stakeholders Relationship Committee (‘SRC) are in accordance with the requirements mandated under Section 178 of the Companies Act, 2013 and Regulation 20 read with Part D of Schedule II of Listing Regulations. It 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 been provided in the Corporate Governance Report.

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

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

– Resolve the grievances of the security holders of the Company including complaints related to Transfer / Transmission of shares, non-receipt of Annual Report, non-receipt of declared Dividends, issue of new / duplicate certificates, general meetings etc.

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

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

– Review of the various measures and initiatives taken by the Company for reducing the quantum of unclaimed dividends and ensuring timely receipt of dividend warrants/annual reports/statutory notices by the shareholders of the Company.

Shareholders Complaints for the year ended March 31, 2020:

No. of Shareholders complaints received during the year 4
No. of complaints disposed off during the year 4
No. of complaints not resolved to the satisfaction of
Shareholders NIL
No. of pending complaints NIL

CORPORATE SOCIAL RESPONSIBILITY COMMITTEE:

Pursuant to the requirement of Section 135 of the Companies Act, 2013, a duly constituted Corporate Social Responsibility Committee (‘CSR) is in place. The Committee comprises of :

Sr. No. Name of Member DIN Designation Category
1. Mr. Nakul P. Mehta 00056561 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 the Companys website, https://www.bharatbijlee.com/. The Annual Report on CSR activities as required under Section 134 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility) Rules, 2014, including a brief outline of the Companys CSR Policy, total amount to be spent under CSR Policy for the financial year 2019-2020, amount unspent and the reason for the unspent amount, is set out at Annexure I, forming part of this Boards Report.

EVALUATION OF DIRECTORS, COMMITTEE AND BOARD:

Pursuant to the provisions of the Companies Act, 2013, the Listing Regulations, the Non-Independent Directors, Board and Chairman of the Company was evaluated by the Independent Directors of the Company in a separate meeting of Independent Directors held on January 30, 2020. The Independent Directors expressed their satisfaction with the evaluation process.

Further, in line with Section 178(2) of the Companies Act, 2013, Regulation 17(10) of the Listing Regulations and in accordance with the Guidance Note on Board Evaluation issued by SEBI in January 2017, the Annual Performance Evaluation of Board as a whole, various Committees of the Board, viz., Audit Committee, Nomination and Remuneration Committee, Stakeholder Relationship Committee, Corporate Social Responsibility Committee and Banking Committee and all the Directors was undertaken in the Board Meeting held on January 30, 2020. The criteria for performance evaluation of the Board and its Committees include aspects like structure, composition, effectiveness of processes & meetings and other measures. The criteria for performance evaluation of the individual Directors include aspects like professional conduct, competency, contribution to the Board and Committee Meetings and other measures. In addition, the performance of the Chairman is also evaluated on key aspects of his roles and responsibilities. Each Board Member completed a confidential questionnaire, sharing vital feedback on how the Board currently operates and how its effectiveness could be improved.

The outcome of the evaluation was noted by the Board at its Meeting held on January 30, 2020. Broadly, the Directors have expressed their satisfaction with the evaluation process and the outcome. The Board also noted the key action points that emerged from the process for implementation.

BOARD DIVERSITY POLICY:

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

RISK MANAGEMENT POLICY:

The Risk Management Policy approved by the Board of Directors of the Company drives the enterprise-wide function of Risk Management, wherein all material risks faced by the Company are identified and assessed. Moreover in the said Risk Management Policy the Board has defined a structured approach to manage uncertainty, cultivating the same in their decision making pertaining to all business divisions and corporate functions. For each of the risks identified, corresponding controls are assessed and policies and procedures are put 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 Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014, and Regulation 22 of the Listing Regulations, the Company has adopted a "Whistle Blower Policy", to provide formal vigil mechanism to the Directors and employees of the Company, to report their genuine concern of any violations of legal or regulatory requirements, incorrect or misrepresentation of any financial statements and reports, unethical behavior, actual or suspected fraud, or violation of the Companys code of conduct etc. Details of "Vigil Mechanism Policy" are available on the internal employee portal as well as the website of the Company, i.e., http://www.bharatbijlee.com. The Policy provides that the Company investigates such reported matters in an impartial manner and takes appropriate action to ensure that requisite standards of confidentiality, professional and ethical conduct are always upheld. The Policy also provides for direct access to the Chairperson of the Audit Committee. During the financial year under review, no employee has been denied access to the Chairman of the Audit Committee. Also, Whistle blower complaints, if any and their redressal are discussed at the meeting of Audit Committee of the Board. During the financial 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 employees irrespective of their gender or hierarchy and expects responsible conduct and behaviour on the part of employees at all levels. To foster a positive workplace environment, free from harassment of any nature, your Company has institutionalized the ‘Policy for Prevention and Redressal of Sexual Harassment in line with the requirements of Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 (hereinafter referred as "the said Act") and Rules made there under, through which we address complaints of sexual harassment at the all workplaces of the Company. The said policy has been uploaded on the internal portal of the Company for information of all employees.

As per the provisions of Section 4 of the said Act, the Board of Directors has constituted the Internal Complaints

Committee (‘ICC) at the Registered Office, Works and at all the Regional Offices of the Company to deal with the complaints received by the Company pertaining to gender discrimination and sexual harassment at workplace. The ICC has been constituted covering the offices at Mumbai / Navi Mumbai, consisting of the following 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 Serial no. 1, 3 and 4, as mentioned herein above, along with two more members employed at the branches, one of them consisting of a woman employed in those respective branches. HR Division conduced various sessions in batches for sensitizing our employees with the provision of the said Act. During the financial year under review, HR Division conducted various sessions in batches for sensitizing our shop floor workforce with the provision of the said Act. Further, as per the provisions of Section 21 & 22 of the said Act, the Report on the details of the number of cases filed under Sexual Harassment and 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, the Board of Directors hereby confirms that:

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

b. such accounting policies have been selected and applied consistently and the Directors have made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2020 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 this Act for safeguarding the assets of the Company 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 and that such internal financial controls are adequate and were operating effectively; f. proper systems have been devised to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

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

Pursuant to the provisions of Section 124 of the Companies Act, 2013 and Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 (‘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 dividend account of the Company, is required to be transferred to the Investor Education and Protection Fund Authority (‘IEPF) established by the Central Government. Also, according 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 be transferred to demat account created by the IEPF Authority.

Further, in compliance with the provisions laid down in IEPF Rules, the Company had sent notices and also advertised in the newspapers seeking action from Shareholders who have not claimed their dividends for seven (7) consecutive years or more. Accordingly, the Company has transferred 9,75,825/-, being the unclaimed / unpaid dividend amount pertaining to Dividend for the financial year ended March 31, 2012, to the IEPF, during the year 2019.

Also, 3,107 corresponding Equity Shares of 10/- each, on which dividend was not encashed / remained unclaimed for seven (7) consecutive years and the due date of which was September 5, 2019, were transferred during the year

2019, to the IEPF Account, after following the prescribed procedure. It may please 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 the corporate benefits accruing on such shares, if any, from the IEPF Authority by submitting an online application in Form IEPF-5 and sending a physical copy of the Form IEPF-5 duly signed by all the joint shareholders, if any, as per the specimen signature recorded with the Company along with requisite documents enumerated in the Form IEPF-5, to the Companys RTA. The Rules and Form IEPF-5, as prescribed, for claiming back the shares, are available on the website of the IEPF, i.e., on www.iepf.gov.in. Shareholders who had not claimed the dividends declared for the financial year March 31, 2013, were requested to lodge their claim on or before July 20, 2020, with the Companys Registrar and Transfer Agents at the address mentioned in the Annual Report. The Company had sent reminders through electronic mode to all such Shareholders whose e-Mail addresses were registered with the Company / RTA.

Further, due to current lockdown situation arising out of CoVID-19 Pandemic, various services of dispatch including through Postal Services / by Courier have been severely affected. Accordingly, a Notice in lieu of the Individual Letter to Companys Shareholders, due to the constraint of posting was published on, July 7, 2020, in Free Press Journal in English and in Navshakti in Marathi, intimating the respective Shareholders to apply and claim the Unclaimed Dividend for March 2013, on or before July 20, 2020, along with the details mentioned therein.

Further, all the Shareholders who had not claimed their dividends in the last seven (7) consecutive years from 2013 were requested to claim the same by July 20, 2020, with the Companys Registrar and Transfer Agents at the address mentioned in the Annual Report. It may please be noted that no claim shall lie against the Company once such share(s)/ dividend transferred to IEPF demat account, pursuant 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 https://www.bharatbijlee.com/. The details of Nodal Officer of the Company, in line with the provisions of IEPF Regulations are available on the Company website and can be accessed through the link : https://www.bharatbijlee.com/company/investor-relations/ investor-contact/

PARTICULARS OF EMPLOYEES AND REMUNERATION:

Information as required under the provisions of Section 197(12) of the Companies Act, 2013 and Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 (including any statutory modification(s) / amendment(s) / re-enactment thereof, for the time being in force), is set out in Annexure II hereto, which forms part of this Boards Report.

CORPORATE GOVERNANCE:

As stipulated under the provisions of Regulation 34(3) read with Schedule V (C) of the Listing Regulations, a separate Report on Corporate Governance enclosed as Annexure V, forms integral part of this Boards Report. Our shareholders are at the heart of our business, with this philosophy we have grown as a Trusted Brand, creating shareholders wealth.

Your Company is committed in adopting and adhering to established best corporate governance practices. The Board as a body understands and respects its fiduciary role and responsibilities towards the stakeholders of the Company and society at large, and strives to serve their interests, resulting in creation of value for all stakeholders. The requisite Compliance Certificate as required under Part E of Schedule V of the Listing Regulations, issued by Messrs N. L. Bhatia and Associates, Practicing Company Secretaries, Mumbai, Secretarial Auditors of the Company, pertaining to the compliance of conditions of Corporate Governance is annexed.

MANAGEMENT DISCUSSION AND ANALYSIS (MDA) REPORT:

Pursuant to Regulation 34(3) read with Schedule V (B) of the Listing Regulations, a separate report on Management Discussion and Analysis (‘MDA) forms part of this Annual Report.

BUSINESS RESPONSIBILITY REPORT:

Regulation 34(2)(f) of the Listing Regulations, inter alia, provides that the Annual Report of the Top 1000 listed entities based on Market Capitalisation, shall include a Business Responsibility Report (BRR). Your Company, being among Top 1000 listed entities (stands at serial number 792 out of 1000 listed entities, as on March 31, 2020), has included BRR, as a separate section, Annexure VII and forms part of this Annual 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 Annual General 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 Meeting until the conclusion of the 75th Annual General Meeting, at a remuneration as may be approved by the Board.

OBSERVATIONS OF STATUTORY AUDITORS ON THE FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2020:

The Auditors report given by Messrs Deloitte Haskins & Sells, LLP, Statutory Auditors, on the Financial Statements of the Company, for the year ended March 31, 2020, forms part of the Annual Report. There has been no qualification, reservation or adverse remark or any Disclaimer in their Report.

REPORTING OF FRAUDS:

There have been no frauds reported by the Auditors, under sub section (12) of Section 143 of the Companies Act, 2013 (including amendments), during the financial year under review, to the Audit Committee or the Board of Directors and hence, as such there is nothing to report by the Board under Section 134 (3)(ca) of the Companies Act, 2013.

COMPLIANCE WITH SECRETARIAL STANDARDS ON BOARD AND GENERAL MEETING:

Pursuant to Clause 9 of the Revised Secretarial Standard

– 1 (SS-1), your Company has complied with applicable Secretarial Standards issued by the Institute of Company Secretaries 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 had appointed Messrs N. L. Bhatia & Associates, Practicing Company Secretaries, Mumbai (Firm Registration No.: P1996MH055800), as its Secretarial Auditor to undertake the secretarial audit of the Company for the financial year 2019-2020. The Report on Secretarial Audit for the financial year 2019-2020, in Form MR-3, as Annexure VI, forms integral part of this Boards Report. There has been no qualification, reservation or adverse remark or any Disclaimer in their Report. Further, pursuant to the Regulation 24A of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 read with SEBI Circular No CIR/CFD/CMD1/27/2019, dated February 8, 2019, the Annual Secretarial Compliance Report for the financial year 2019-2020 was filed with Stock Exchange(s), i.e. on BSE Limited and on National Stock Exchange of India Limited, on June 23, 2020.

In terms of Section 204 of the Companies Act, 2013, on the recommendation of the Audit Committee, the Board of Directors appointed Messrs N. L. Bhatia & Associates, Practicing Company Secretaries, Mumbai, (Firm Registration No.: P1996MH055800), as the Secretarial Auditors of the Company for the financial year 2020-2021. The Company has received 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 the Companies (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 as per the recommendation of the Audit Committee, the Board of Directors at their meeting dated June 30, 2020, have appointed Messrs P. M. Nanabhoy & Co., Cost Accountants (Firm Registration No.: 000012), as the Cost Auditors of the Company, for the financial year 2020-2021, to audit the cost records of Electric Motors, Power Transformers, Drives and Magnet Technology Machines. A resolution for ratification of the payment to be made for such appointment is included in the Notice of the ensuing 73rd Annual General Meeting. A Certificate from Messrs P. M. Nanabhoy & Co., has been received to the effect that their appointment as Cost Auditors of the Company, if made, would be in accordance with the limits specified under Section 141 of the Companies Act, 2013 and the Rules framed 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 Code, 2016" (IBC) (as amended).

EXTRACT OF ANNUAL RETURN:

Pursuant to the provisions of Section 134(3)(a) of the Companies Act, 2013, the Extract of the Annual Return for the financial year ended March 31, 2020 made under the provisions of Section 92(3) of the Companies Act, 2013 read with Rule 12 of the Companies (Management and Administration) Rules, 2014, is attached as Annexure III, which forms part of this Boards 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 the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 in respect of conservation of energy, technology absorption, foreign exchange earnings and outgo etc. are furnished in Annexure IV which forms part of this Boards Report.

GENERAL:

Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions/ events relating to these items during the year 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 under any Scheme save and except ESOS referred to in this Report;

3. Voting rights which are not directly exercised by the employees in respect of shares for the subscription/ purchase of which loan was given by the Company (as there is no scheme pursuant to which such persons can beneficially hold shares as envisaged under section 67(3) (c) of the Companies Act, 2013).

APPRECIATION:

Your Directors take this opportunity to thank the employees, who are core to the Companys existence, for their unstinted co-operation, and commitment. Board takes this opportunity to place on record its appreciation for the support extended by the all the Stakeholders, channel partners, customers, vendors, business associates, banks, government authorities and all concerned without which it would not have been possible to achieve all round growth of the Company, during the financial year under review. Your Directors also thank the Government of India, Government of various States in India and concerned government departments/agencies for their co-operation.

Your Directors appreciate and value the contributions made by every member of BBL Family.

For and on behalf of the Board of Directors

Prakash V. Mehta

DIN 00001366 Chairman

Place: Mumbai Date: August 13, 2020