Bharat Electronics Ltd Directors Report.

To the Members,

Your Directors take pleasure in presenting their Report and the Audited Financial Statements for the financial year ended 31 March 2022 together with the reports of the Statutory Auditors and the Comptroller and Auditor General of India thereon.

Financial Results and Performance Highlights

Financial results and performance highlights of the Company are summarised below: (Rs. in Lakh)

Particulars 2021-22 2020-21
Value of Production 15,32,064 13,94,749
Turnover 15,04,367 13,81,816
Profit Before Depreciation, Interest and Tax 3,54,283 3,30,722
Finance Cost 485 608
Depreciation & Amortisation 38,018 36,633
Profit Before Tax 3,15,780 2,93,481
Provision for Tax 80,887 86,939
Profit After Tax 2,34,893 2,06,542
Other Comprehensive Income/(Loss) (14,921) (8,709)
Total Comprehensive Income 2,19,972 1,97,833
Dividend paid 1,02,337 1,02,337
Tax on Dividend - -
Transfer to General Reserve 40,000 40,000
Other Equity 11,74,060 10,56,423
(Including Reserves & Surplus)
Net Worth 11,98,426 10,80,789
Earnings Per Share (in Rs.) 9.64 8.48
Book Value Per Share (in Rs.) 49.18 44.36

Distribution of Value of Production for FY 2021-22 is given below:

(Rs. in Lakh)

Particulars Amount Percentage
Materials 9,17,947 59.92%
Employee Cost 2,10,939 13.77%
Other Expenses (Net) 49,380 3.22%
Depreciation & Amortisation 38,018 2.48%
Provision for Tax 80,887 5.28%
Profit After Tax 2,34,893 15.33%
Total 15,32,064 100.00%

The Company?s turnover for the year 2021-22 increased to Rs. 15,04,367 Lakh from Rs. 13,81,816 Lakh in 2020-21, registering a growth of 8.87%. The Profit After Tax (PAT) for the year is Rs. 2,34,893 Lakh as compared to Rs. 2,06,542 Lakh in the previous year. Turnover from indigenously developed products was 78%. Contribution for Defence supplies was at 90% of the turnover in 2021-22 as compared to 78% in the previous year.

Dividend

In pursuant to Regulation 43A of the SEBI (LODR) Regulations, 2015, the Board of Directors of the Company formulated a Dividend Distribution Policy keeping in view the provisions of the SEBI (LODR) Regulations, 2015, the Companies Act, 2013, Guidelines issued by the SEBI, DPE, DIPAM, Ministry of Finance and other Guidelines to the extent applicable to the Company. The Policy is placed on the Company?s website at https://www.bel-india.in/ContentPage. aspx?MId=17&CId=527&LId=1&link=527

The Board of Directors has recommended a final dividend of Rs. 1.50/- per equity share (150%), amounting to Rs. 36,548.89 Lakh for the year 2021-22. The first interim dividend of Rs. 1.50 per equity share (150%) and the second interim dividend of Rs. 1.50 per equity share (150%) has been paid to the shareholders for the financial year 2021-22. Thus, the total dividend for the year 2021-22 is Rs. 4.50/- per equity share (450%), amounting to Rs. 1,09,646 Lakh.

Transfer to Reserves

An amount of Rs. 40,000 Lakh has been transferred to General Reserves for the financial year 2021-22.

Share Capital

The Company?s authorised capital was Rs. 25,000 Lakh (2,50,00,00,000 equity shares of Rs. 1/- each) and paid-up share capital was Rs. 24,366 Lakh (2,43,65,92,943 equity shares of Rs. 1/- each fully paid-up) as on 31 March 2022. There was no change in the authorised/paid-up share capital of the Company during FY 2021-22.

Major Orders Executed

AFNET Performance/Security Enhancement & SATCOM Network, Integrated Perimeter Security System (IPSS), Vehicle based Shelters network (SAMYUKTA), Electronic Warfare Suites, Kerala Fiber Optic Network (K-FON), Advanced/ Integrated Communication System, Artillery Combat Command and Control Systems, Communication Systems, Smart City Projects Energy storage Projects executed including supply and support of Missile, Control & Surveillance systems for the Defence Forces.

Exports

Your Company has been focussing increasingly towards harnessing the export potential of Defence electronics products & systems, including Homeland Security Solutions, Border Protection systems and state-of-the-art systems & solutions and professional electronics to address the civilian market, which represents its core area of business.

BEL has been exporting various products and systems to foreign countries and global OEMs. Having established a healthy relationship with its current & prospective customers and based on their requirements, BEL has been regularly interacting with the Ministry of External Affairs (MEA) & the Ministry of Defence (MoD) for supply of various products and systems.

BEL is also exploring civil and medical equipment market in developed, developing & third world countries, with product and solutions like Artificial Intelligence-based solutions, software development for various civilian projects, IOT Sensors, Sensor Fusion and Management Systems, Unified Data Analytics Platform System, Smart Hub, security package for VVIP areas, Smart Cities, Critical infrastructure development, solar power generation projects etc.

BEL is focussing on opportunities in the area of helping OEMs to meet offset obligations in various RFPs of the MoD on account of the offset policy incorporated in the Defence Procurement Procedure. To this end, the Company is closely working and partnering with various major foreign Aerospace and Defence Companies. BEL is also offering proven products and systems to meet the specific requirements of customers. BEL has identified contract manufacturing (build to print and build to spec) and Transfer of Technology of the latest systems and solution as new areas of emerging export opportunities. Further, efforts are on to establish a long-term supply chain connect with global players.

BEL is focussing primarily on the various ‘Make in India? programmes. It has offered its various products and services to major Platform OEMs and their Tier I suppliers. This has helped BEL in leveraging partnerships for co-development, co-production and similar arrangements with various OEM?s to get the manufacturing of the products at BEL and utilisation of services of BEL not only for Indian programs but also for global requirements.

Despite the COVID-19 pandemic worldwide, the Company achieved the export order acquisition of USD 179.05 Million during 2021-22, from various global customers viz., the US, France, Switzerland, Israel, Sweden, ASEAN countries, Mauritius and Sri Lanka. With this, the export orders as on 1 April 2022 stood at more than USD 269 Million. The major acquisition is order from M/s Airbus DS, Spain & M/s Thales, France for EW/Avionics.

The Company achieved an export sale of USD 33.30 Million during FY 2021-22, to various countries, viz., Switzerland, the US, France, Israel, Sweden, Seychelles, Maldives, Sri Lanka, ASEAN Countries and the various SEZs. Major products/ systems exported were Coastal Surveillance Systems Radar, Sub Systems of Radar and EW Systems, Data Link II, Cable looms, mechanical parts, communication equipment, IFF-Interrogator, Radar Finger Printing System, EOS, Power Source, Radar Spares, etc.

The export sales was achieved with the concerted effort made by the Company and the new export initiatives taken like continuous and focussed discussion with the Ministry of External Affairs & Ministry of Defence and customers, a proactive approach with the customers by offering new and complete systems and procedures, increase in the customer?s base, taking up new, customised & critical projects and delivering them on time as per the requirement of customers. More efforts were directed in support/services extended to customers to develop customised solutions and future threats and opportunities.

Initiatives taken to increase exports by development of new markets, for products & services during the financial year 2021-22:

v Major initiatives taken in 2021-22

Exim/Buyer?s Credit Project - Pursued market leads for various countries.

Collaborated with new local partners in Kenya, Chile, Suriname, Malaysia, Nepal, Bangladesh.

Pursued G2G opportunities in various neighbouring countries.

Increased contract manufacturing portfolio by increasing empanelment of BEL as global supply chain partner with OEMs.

Explored businesses in the field of turnkey solutions based on software capabilities and Artificial Intelligence under secure environment.

Strategic alliance with the Indian platform manufacturers and initiating discussions and processes for signing agreements with major Indian platform manufacturers to create strong support within the country.

Proposed strategic alliance with foreign OEMs to address global markets by offering the best value proposition.

Efforts towards increasing participation in Government tenders in foreign countries.

BEL has taken up efforts for marketing of various products and systems of Defence Industries of India through BEL?s overseas representative/marketing offices (18 Countries) to quickly expand geo- spatial reach.

BEL regularly interacts with the Ministry of External Affairs, the Indian High Commission, the Defence Attach?, and MoD, India for supply of products/ systems under the Line of Credit (LoC)/grants to friendly countries to India.

v Major leads in pipeline for following products and systems offered to foreign countries/customers:

Coastal Radar System

Radar Systems and Solutions

Upgradation of Naval Radar and Sonars

Contract Manufacturing

Communication Equipment

Electronic Warfare & Avionics

v The following were the scope for offset business during 2021-22:

Data Link II

IFF – Interrogator

Radar Finger Printing Systems

EoS CoMPASS

EW & Radar Sub-Assemblies on built-to-print basis

Missile Systems and Solutions

MoU with the Government

Your Company has been signing a Memorandum of Understanding (MoU) every year with the Ministry of Defence, Government of India based on guidelines issued from DPE. Performance of the Company for the financial year 2020-21 has been rated as "Very Good". The MoU rating for FY. 2021-22 is under review by the Government.

Order Book Position

The order book of the Company as on 1 April 2022 is 57,570 Crore. The order book comprises of major programs like Missile Systems, Command and Control Systems, Aircraft upgrades, Electronics Voting Machines, Ship Upgrades, Radar & Fire Control Systems, Software Defined Radios, Thermal Imagers, Kerala Fiber Optic Network (K-FON), AFNET Performance & Security Enhancement & SATCOM Network, Smart City Projects, Naval Systems etc.

Finance

Your Company has been prudent in managing its finances. During FY 2021-22, the Company has met all its CAPEX and Working Capital requirements through Internal Accruals. Your Company has been productive and efficient in managing its operational expenses. The Company?s PBT has grown from Rs. 2,93,481 Lakh in FY 2020-21 to Rs. 3,15,780 Lakh in FY 2021-22. During the current FY 2021-22, EPS has increased from Rs. 8.48 (FY 2020-21) to Rs. 9.64. Net Worth of BEL has increased from Rs. 10,80,789 Lakh (FY 2020-21) to Rs. 11,98,426 Lakh and corresponding Book Value Per Share (BVPS) has increased from Rs. 44.36 (FY 2020-21) to Rs. 49.18 in FY 2021-22.

In spite of increase in Turnover from Rs. 13,81,816 Lakh in FY 2020-21 to Rs. 15,04,367 Lakh in FY 2021-22, Trade Receivable has come down from Rs. 6,55,154 Lakh to Rs. 6,10,339 Lakh. Further, Trade Receivable as a number of Days of Turnover has reduced from 173 days of Turnover in FY 2020-21 to 148 days of Turnover in FY 2021-22. The reduction in the number of days was mainly on account of initiatives taken and restructuring brought in by Management.

Our consistent performance and long-term value creation has been reflected in the quantum of Dividends being distributed by the Company. During FY 2021-22, BEL has disbursed 2 Interim Dividends of 150% each amounting to Rs. 73,098 Lakh. The Board of Directors has recommended a final Dividend of Rs. 1.50 per equity share (150%), amounting to Rs. 36,548.89 Lakh for the year 2021-22. Thus, the total dividend for the year 2021-22 is Rs. 4.50 per equity share (450%), amounting to Rs. 1,09,646 Lakh.

Deposits

The Company does not have any Public Deposit Scheme at present. However, the matured Public Deposit amount (collected prior to February 2006) with the Company was Rs. 36.95 Lakh as on 31 March 2022. Out of this, 34 deposits amounting to Rs. 36.50 Lakh have not been claimed or have not been paid as these accounts were frozen on the advice of the Karnataka Lokayukta. The remaining matured deposits of Rs. 0.45 Lakh as on 31 March 2022 is unpaid due to insufficient documents/records produced by the Depositors.

Research & Development

BEL?s R&D philosophy is to enhance its pre-eminence in products/services for Defence and Professional Electronics through Research & Development. BEL?s R&D strives for development of new products built with cutting-edge technology modules. While fully meeting the customer requirements, the products developed by BEL are state-of-the-art, competitive and with highest levels of quality and reliability.

Research and Development (R&D) has been one of BEL?s core strengths which is being enhanced through in-house and collaborative R&D modes. Various divisions of BEL are involved in development of Strategic Components, Technology Modules, Subsystems, Products, Systems and Systems of Systems.

BEL has a Three-Tier R&D structure, namely, Central Research Laboratories (CRLs); Product Development and Innovation Centre (PD&IC) and Centres of Excellence (CoEs); and Development and Engineering (D&E) groups attached to Strategic Business Units (SBUs)/Units. The R&D centres of BEL, registered with Department of Scientific & Industrial Research (DSIR), function at various locations across India: D&Es at each of the SBUs and Units namely Bengaluru, Chennai, Ghaziabad, Hyderabad, Kotdwara, Machilipatnam, Navi Mumbai, Panchkula and Pune; PD&IC at Bengaluru; and CRLs at Bengaluru and Ghaziabad. The R&D Labs (CRLs/ PD&IC/CoEs/D&Es) work in the identified technology and product areas, based on three-year R&D plans and after due approval of funds/time by competent authority.

Apart from in-house efforts, BEL R&D Engineers collaborate with DRDO, ISRO, CSIR, other Research Laboratories, National and International Academia, Research Institutes, OEMs/Industry, experts/consultants, MSMEs and start-ups in niche technologies. BEL has created an ecosystem to develop products/solutions in many business segments.

The D&E groups at SBUs/Units provide Systems and System of Systems solutions to the end users. Towards this, they get necessary technology modules and subsystems developed through CRLs, PD&IC, CoEs and collaborative R&D partners. They conduct all evaluations and trials needed in the process of inducting these systems into service. They also extend technical support during the entire product life-cycle and also take care of obsolescence management.

D&E Projects Initiated During FY 2021-22: Several R&D projects have been initiated during FY 2021-22 both through in-house development and collaborative efforts (mainly with DRDO). Major projects initiated in FY 2021-22 are Day Telescopic Sight-6X for LMG, LYNX U2 systems for the NOPV, Talwar and Teg class of ships, Platform Software Enhancement of SDR-NC and Long term Support from CDAC, Super SCADA for DMRC, 5G NodeB solution, Sighting and FCS System for BMP Upgrade-811 Systems, Wideband GaN PA, S Band DWR upgrade, 1KW HF SDR for IAF/IA, 1KW Narrow Line Width Laser, Echo sounders, Laser Target Designator, Decoy System for Akash Missile System, D4 System, Armor Piercing Fin Stabilised Discarding Sabot (APFSDS), CBTC Radio System, GAN Based Module for AAAU, 80mm Rocket, Multi Function RADAR-VLSRSAM, Quantum Key Distribution, iATS for DMRC and IFF MK-XII-A.

D&E Projects Realised During FY 2021-22: Some of the major projects realised/completed during FY 2021-22 are Akash-NG System, Record & Replay Operations, Single Combat Vehicle, Compact GFCS (LYNX U3 GFCS), Multi Target Tracking Radar, BMP EO Upgrade, AGMS and CPS for MBT Arjun, Spotterscope, Space Situational Awareness, IAF Order for 7 Sqn of Akash Missile System (AMS), Revathi Stabilized Platform, CMS16A, GaAs based C-band MMICs, Uncooled TI weapon sights for MMG and Assault Rifle, Range Extension Kit for General Purpose Bombs, Command Post for MRSAM-Army, Active Range Gating Camera for long range surveillance application, Development of HHT for BEST Buses, Gunner TI sight for T-90, Laser Dazzler, D4 System, ToT for Fibre Optic Sensor Package and IPSS Pathankot.

Important R&D Awards/Recognitions Received During FY 2021-22

IETE-IRSI Young Scientist Award for two BEL Scientists (CRL-BG),

IETE – Corporate Award for Performance in Development of Software (Large Enterprise) for BEL Software SBU, Golden Star – Outstanding R&D Leadership Award individual for D (R&D) BEL.

BEL has met all the MoU parameters w.r.t R&D for FY 2021-22, by timely completion of the following:

Sl No. Description of the Projects SBU/Unit/ PDIC/CoE/CRL Status
1 AI-based Parameters: Completed
a) AI-enabled Fake News Detector as part of Social Media Analytics: Development, Testing and Independent Evaluation a) Software SBU
b) AI-based Passive TWS (Track While Scan) System: Development, Testing and Independent Evaluation b) CRL-BG
2 Design and Development of Network Time Server (NTS) for SDR-TAC project: Completion of internal evaluation and testing MilCom Completed
3 Design and Development of Long Wave Infrared (LWIR) continuous Zoom lens: Completion of internal evaluation and testing BEL-MC Completed
4 Development of Indigenous Automatic Train Supervision (IATS) system for DMRC and offering to Customer for NC-NC Trial BEL-KOT Completed
5 Development of Big data Analytic software for SAGAR-III project: Completion of internal evaluation and testing CRL-BG Completed
6 Completing Development of Remote Control Weapon Station (RCWS) for CBRN (TRACKED) MKII for Export: Completion of internal evaluation and testing CHN Completed

BEL R&D Cell at Kochi has realised core technology modules for Prototype Side Scan Sonar (electronics and system software) and Emergency Pinger (PoC).

BEL R&D Cell at IIT Madras Research Park has initiated development of core technology modules in the areas of Ammunition, Rockets, Quantum Cryptography, Distributed Sensing in collaboration with IIT-MRP incubated start-ups.

New Products Developed Through In-house Development Efforts During FY 2021-22 are:

i . Laser Fence System.

ii. IR Jammer for Active Tank Protection System.

iii. Gimbal for Tethered UAV.

iv. Drainage Intrusion Detection System.

v. Solid State Power Controller Cards (28V 16 & 32 channel) for Akash NG/QRSAM.

vi. Tactical sever commercial and rugged versions for ADCRS.

vii. X-Band 12W HPA MMIC for UTTAM, D4 and other systems.

viii. C-Band Digital Phase Shifter, SPDT Switch, LNA BELN3019V1P, LNA BELN3012V3P, Driver Amplifier QRSAM.

ix. S-Band 150W Power Amplifier for SBR

x. C-Band PLO form-fit replacement for imported DRO module for Ku band Seekers in ASTRA, AKASH-1S, QRSAM, VLSRSAM.

xi. 24" Panel PC for Radars.

xii. 10.4 inch and 20.1 panel PC computing platform for Mareech.

xiii. Rugged and commercial versions of 26" Display, 19" rack mounted PC, 10.4" Rugged TAB for ADCRS.

xiv. GNSS Receiver.

xv. Managed Ethernet Switch -12 PORT - MH 60R.

xvi. Rugged 16 Port Non POE L2/L3 Switch.

xvii. Wideband synthesiser.

xviii. QSRx PLOs.

xix. IP EPABX System.

xx. RXSP, WGM & TSG, MSG IFDC, Power supply unit, Signal Processor, LNB, Rack Assembly for ASR radar.

xxi. Digitisation of Receive Chain, WGM & TSG, Exciter, Integrated Signal Processor, Power supply unit, IF BITE Module, Exciter Int. SP Cabinet for THD Radar.

xxii. Generic VEXT for Coastal surveillance system.

New Products Developed Through Collaborative

Development Efforts During FY 2021-22 are:

i. Navigation Complex System - SAFRAN Engineering & Defence.

ii. Fake news identification - IIIT-H, Hyderabad.

iii. C BAND GaN PA - Microwave IC, Russia.

iv. C BAND GaAs MMICs - Microwave IC, Russia.

v. iATS - DMRC.

vi. Oxygen Concentrator 5 LPM & 10 LPM - BPL Medical Technologies Private Limited.

vii. Dialysis Machine - Renalyx Health Systems Pvt. Ltd.

Future Plan of Action: BEL will enable scaling of R&D for innovative Products/Services across the organisation to align with the objectives of growth, diversification and transformation. All the tiers of R&D (D&Es, PD&IC, CoEs and CRLs) will continue to collaborate in identifying new areas of development and complement each other in addressing customers? requirements. While a major thrust would be for in-house developments; collaborations with national laboratories, academic institutions, research institutes, industry, MSMEs and start-ups will also continue to be strengthened. BEL plans to continue investing in R&D to offer advanced products/solutions for meeting the continuously evolving requirements of customers. Focussed technology/product development efforts have been initiated towards diversification in the areas of Arms & Ammunition, Medical Electronics, Autonomous Navigation System and Unmanned Systems.

New Facilities Established

Infrastructure enhancement is one of the major objectives of the Company in order to stay upgraded for global opportunities and to be the best in business. During the year 2021-22, the Company has spent around Rs. 56,558 Lakh as part of CAPEX investment towards modernisation of Plant & Machinery, Test instruments, R&D investments, Infrastructure upgradation etc.

Following are some of the major facilities established during 2021-22:

Infrastructure & Test facilities for LRSAM.

Augmentation of Facilities for AKASH Missile Systems.

Virtual Desktop Infrastructure (VDI).

Regional Product Support Centres.

Information Technology (IT) Initiatives:

In SAP, various new processes have been introduced for the automation and digitisation. Auto procurement process, R&D Plan automation and Agreement management system are few major additions.

Implementation of Virtual Desktop Infrastructure (VDI) is completed in internet domain to ensure that storage in end user devices are removed and complete data is kept in central server in Bengaluru. It has enhanced cyber security immensely in internet domain. The roll out of VDI is intranet domain is under progress.

Project Management software tool Primavera is being rolled out across BEL to manage turnkey projects. New mail server is commissioned for Trainees and Project Engineers to ensure safe communication with engineers posted on sites.

Unified Communication Division is recommended for ISO 27001 Information Security Management System (ISMS) certification. STQC Division of Ministry of Electronics and Information Technology certified BEL e-procurement solution SRM for Information security. VAPT audit of complete BEL IT infrastructure and application were conducted by CERT-in empanelled vendor.

Quality

Quality, Technology, Innovation are three guiding pillars of BEL?s business initiatives. Quality, being the first pillar, has been one of the focus areas for the Company.

The Company is committed for continual improvement through process approach in line with World-Class Quality Systems. All Units/Strategic Business Units (SBUs)/Common Services Groups (CSGs) are accredited to ISO 9001 Quality Management System (QMS). Nineteen Units/SBUs of the Company have upgraded their QMS to Aerospace Standard, AS 9100D. All Units of the Company are committed to Environment Management System through ISO 14001 Certification. Ghaziabad Unit is upgraded its OHSAS from ISO 18001 to ISO 45001.

BEL received 16 Green Channel Certificates covering 11 Units/SBUs from DGQA for a total of 50 products, in the areas of Radars, Naval Systems, Communications, E-O, Mast, Batteries and Gun Upgrade. BEL is the first PSU to reach this new height on Quality aspects.

Eleven Units/SBUs/Divisions of the Company are certified for Information Security Management System ISMS ISO 27001. During the year, ADSN SBU is certified for AS9100D, for the first time, Machilipatnam Unit is upgraded from ISO 9001 to AS9100D, and Machilipatnam Unit and UC-IS/CO have received the first ISMS ISO 27001 certificates. BEL has a total of 19 AS9100D Certificates.

Test Equipments Calibration and Maintenance departments of Bangalore Complex, Ghaziabad, Panchkula and NAMU Units (Total eleven Labs) are certified by NABL in accordance with ISO/IEC 17025 Standard. Software SBU is certified for CMMi level 5 and also for ITSMS ISO 20000-1. NCS & DCCS SBUs of Ghaziabad, CRL – Ghaziabad, Chennai, Hyderabad Units are certified for CMMi level 3.

Remarkable achievement of the Company in this year is moving from 1 SBU, 1 Product Green Channel Certificate to 50 Products, 16 Certificates covering 11 Units/SBUs.

EFQM (European Foundation of Quality Management) Model for Business Excellence is being followed in BEL since 2002. BEL drew a roadmap for the deep drive of the new EFQM Model 2019, identified Units for challenging the CII Exim Award. BEL Hyderabad & Chennai Units have been conferred with CII-EXIM Bank Business Excellence Award 2021-Platinum category for significant achievement towards Business Excellence.

During the year, 17 senior executives from various units have been trained as "Six Sigma Black Belts" by Indian Statistical Institute, Bangalore. Total 538 Six Sigma Projects have been completed during the year 2021-22, resulting in an estimated savings of Rs. 127 Crore to the Company. Out of 30 Six Sigma projects nominated for Regional/National level Competitions, 15 projects received par Excellence Award at both regional and National Level Championships Awards and 3 Projects won Par-Excellence Award in International Convention on Quality Control Circles (ICQCC).

Human Resources

Your Company employed 8,853 people as on 31 March 2022 compared to 9,172 people as on 31 March 2021. Out of these employees, 4,704 were engineers/scientists and 1,926 were women employees. A total of 177 employees were inducted during the year. 20 employees belonging to the Scheduled Castes (SC), 9 employees belonging to the Scheduled Tribes (ST), 71 employees from the Other Backward Classes (OBC) . Your Company has been complying with the Government directives on reservation. The particulars of SC/ST and other categories of employees as on 31 March 2022 are as under:

Executives

Non-Executives

Category of Employees Group Group Group Group
‘A? ‘B? ‘C? ‘D?
Scheduled Caste 1,034 38 517 24
Scheduled Tribe 365 17 121 16
OBC 1,318 59 749 35
Ex-Servicemen 78 - 268 44
Physically Challenged 94 5 104 2

Various training programmes were conducted during the year to enhance competencies in Technical, Functional, Managerial and Leadership areas. Structured Executive Development Programmes were conducted regularly with premier institutes to meet the evolving training needs of executives as they progress through various grades. A detailed write-up on HR initiatives during the year is provided separately in the Management Discussion and Analysis Report, which forms a part of this report.

Disclosure Under Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013

The Company is an equal opportunity employer and consciously strives to build a work culture that promotes dignity of all employees. As required under the provisions of the Sexual Harassment of Woman at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the rules framed thereunder, the Company has implemented the policy on prevention, prohibition and redressal of sexual harassment at the workplace, which has been uploaded on the Company?s intranet portal. All women, permanent, temporary or contractual, including those of the service providers, are covered under the Policy.

An Internal Complaints Committee has been constituted in each of the nine constituent units, including the corporate office to redress complaints relating to sexual harassment. Awareness programmes were conducted across the Company to sensitise employees and uphold the dignity of their colleagues at the workplace, particularly with respect to prevention of sexual harassment. The details of the complaints filed, disposed of and pending during the year pertaining to sexual harassment are provided in the Business Responsibility Report, which forms a part of this report.

Awards and Accolades

Your Company strives to achieve the highest level of quality in all its products by considering consumer insights and by reaching out to consumers. During the year, your Company has received the following various Awards and Accolades:

Business Standard Annual Awards for corporate excellence: STAR PSU of the Year 2021.

CII CFO of the Year Award in the PSU category and Greentech Corporate Governance Professional of the Year Award.

Rajbhasha Kirti Award for second time and Rajbhasha Gaurav Puraskar.

IEI Industry Excellence Award.

IETE Corporate Award for Performance in Development of Software (2021).

Golden Star Outstanding R&D Leadership Award.

Governance Now Awards for Nation Building, HR Excellence and Digital Security.

Greentech Energy Conservation Award 2021.

‘Manufacturing Company of the Year Award? and ‘Woman Manufacturer of the Year Award? by Manufacturing Today.

PSU Excellence Award 2022 from Media Federation of India.

Swachhata Pakhwada Award 2020.

Communicators of the Year Award from Media Federation of India.

ICC PSE Excellence Award for Corporate Social Responsibility

Other Significant Achievements During FY 2021-22:

BEL has achieved highest ever turnover of around

Rs. 15,000 Crore during FY 2021-22 despite the global supply chain crisis.

Strategic partnerships with Global players in the international segment to address the new business opportunities.

Strategic partnership with DMRCL, Airport Authority of India, Research Design Standards Organisation of Indian Railways, Goa Shipyards Ltd, NTRO, Bosch India, Motorola Solutions India and several start-ups in the domestic segment towards development of various technologies/products and to address business opportunities arising out Make in India initiatives of GoI.

Subsidiaries, Joint Ventures and Associates

BEL Optronic Devices Limited (BELOP) is a wholly-owned subsidiary of BEL, which manufactures Image Intensifier Tubes. BELOP achieved a turnover of Rs. 4,586 Lakh for the year compared to Rs. 4,075 Lakh in the previous year. The Profit After Tax (PAT) for the year was Rs. 516 Lakh compared to Rs. 490 Lakh in the previous year.

BEL-THALES Systems Limited (BTSL), a subsidiary, was formed for design, development, marketing, supply and support of civilian and select Defence radars for Indian and global markets. Your Company holds 74% of the equity capital in BTSL. During the year, BTSL recorded a turnover of Rs. 3,901 Lakh compared to Rs. 3,538 Lakh in the previous year. The Profit After Tax (PAT) for the year was Rs. 521 Lakh compared to Rs. 315 Lakh in the previous year.

The Associate Company GE BE Private Limited [26% shareholding by BEL] continues to perform well. It manufactures CT Max and other latest version X-Ray Tubes. GE BE Pvt. Ltd. recorded a turnover of Rs. 1,56,267 Lakh for the year compared to Rs. 1,22,850 Lakh in the previous year. The Profit After Tax (PAT) was Rs. 17,578 Lakh for the year compared to Rs. 11,673 Lakh in the previous year.

The Defence Innovation Organisation (DIO) is a ‘Not for Profit? Company as per the provisions of Section - 8 of the Companies Act, 2013 with an authorised share capital of Rs. 1 Crore. With an equity participation of 50% from BEL and 50% from HAL, the Company was formed with an objective of funding innovation in the Defence sector.

In pursuant to provisions of Section 129(3) of the Companies Act, read with Rule 5 of Companies (Accounts) Rules, 2014 (as amended), a separate statement containing the salient features of the financial statement of Subsidiaries/ Associate/Joint Ventures in Form AOC-1 is appended to the Financial Statements.

Further, pursuant to the provisions of Section 136 of the Act, the financial statements of the Company, consolidated financial statements along with relevant documents and separate audited financial statements in respect of subsidiaries, are available on the website of the Company www.bel-india.in.

Consolidated Financial Statements

Consolidated Financial Statements of your Company and its Subsidiaries for the year ended 31 March 2022 have been prepared in accordance with the provisions of Section 129(3) of the Companies Act & applicable Indian Accounting Standards and forms part of this report.

Vigilance

The Company?s Vigilance Organisation is headed by a Chief Vigilance Officer (CVO), an IAS Officer from Haryana Cadre (1991 batch). Permanent Vigilance Officers are posted in each of the Units and SBUs. Vigilance Committees are formed to look after the Vigilance Administration in the Units and SBUs. The Unit/SBU Heads are designated as Chairman of the Vigilance Committee. Apart from this, there exists a Vigilance Committee at the Corporate, where Chairman cum Managing Director is the Chairman of the Committee and the CVO is the Member Secretary. Preventive Vigilance has been the thrust area of the Vigilance Organisation and the same received focussed attention during the current year. The Vigilance Department examines procurements and processes on continual basis, conducts regular and surprise inspections and investigates instances of any suspected transactions referred to it. An employee or third parties can refer any suspected transaction to the notice of CVO for investigation which are examined as per the Complaint Handling Policy of the Company. Online Complaint Management System has been made operational and complaints can be filed through accessing the Vigilance Portal in BEL website.

During FY 2021-22, 1,943 high value Purchase Orders/ Contracts have been reviewed. CTE Type Intensive Examination has been restructured with the formation of Eleven Intensive Examination teams. CTE Type of Intensive Examination of 58 High value Procurements Contracts has been taken up during the year 2021-22. Regular and Surprise checks and Inspections have also been conducted by the field Vigilance Officers. During the year, 10 Complaints were received. A total of 14 Complaints were disposed including previous years. Disciplinary action and System/Process Improvement has been recommended in some cases where lapses were observed.

During the year, 281 Executives and 63 Non-Executives were given basic awareness program on Vigilance. 132 Executives & 32 Non-Executives working in sensitive areas for more than 3 years have been job rotated and the percentage coverage is 90.1%.

Vigilance Department is continued to be certified for ISO 9001/2015 Certification for the Vigilance function of BEL. In line with the CVC?s guidelines on Leveraging Technology and to ensure transparency through effective use of technology, the following functions have been made operational through SAP and the Company?s website:

• E-Procurement.

• Online registration of Vendors.

• Vendor Payment Information System.

• E Payment/Bank transfer of payment to Vendors.

• Details of awarded Contracts/Purchase Orders valuing more than Rs. 10 Lakh in respect of works contracts, service contracts, capital items and non-production items have been posted in the website.

• Details of awarded Contracts/Purchase Orders issued on nomination/single tender basis value exceeding Rs. 5 Lakh are posted on the website.

• Corruption Risk Management Policy is framed and implemented across the Company.

• Vendors? Directory is maintained.

• File Life Cycle Management System (FLM) is fully implemented across the Company.

• Online filing of APRs is facilitated in SAP for all the Executives and the Executives have been filing the APRs in SAP.

• Vigilance Monthly and Quarterly Reports are generated through SAP.

• Vigilance clearance is accorded through the dedicated Vigilance portal in SAP.

Vigilance setup in BEL has been continuously endeavouring to bring transparency, fairness and equity in all transactions and processes of the Company through creating a sense of awareness on System and Procedures through awareness campaign and training program. Some of the key activities that have been carried out during the year are:

a) Bharat Electronics Limited (BEL) has observed Vigilance Awareness Week 26 October to 1 November 2021 with the theme "Independent India@75: Self Reliance with Integrity" at all its offices across the country by adhering to all the precautionary measures to contain the spread of COVID-19. Vigilance Awareness Week-2021 banners and PIDPI banners were displayed at prominent places at Corporate Office and also at Units/Regional Offices/ Marketing Centres/Product Service Centres.

Various awareness programmes and activities were held to keep the spirit of celebrating the Vigilance Awareness Week. Online lecture programmes, online competitions and other activities through video conferencing.

E-Pledge was facilitated in BEL intranet enabling employees to take E-Pledge. Certificate of appreciation and commitment, issued by CVO of BEL was in downloadable option for the employees who have taken the E-Pledge through the BEL Intranet. 4,193 employees have taken E-Pledge.

Integrity pledge was administered to around 8,000 plus employees in their respective workplaces across all the units. Apart from this, Employees were provided with a link to CVC Website to take the E Pledge from the CVC website. E-mail on Vigilance Awareness was sent to 32,426 Indian vendors of BEL during the week.

b) Various workshops and lecture programmes were conducted through hybrid mode.

O Workshop on "PIDPI Resolution-2004" by Shri O.V. Nandimath, Professor, National Law School of India Bangalore, on 29.10.2021.

O Workshop on "Preventive Vigilance Perspective in Procurement" by Shri Suresh Sethi, AGM (Retd.)/ BEL, on 27.10.2021.

O Workshop on "Preventive Vigilance in India Legal and Institutional Approach " by Smt. Nagaratna, Associate Professor, National Law School of India Bangalore on 28.10.2021.

O Talk on "PIDPI Resolution-2004" by Shri Ambrose D, DGM, Corporate Vigilance, on 28.10.2021.

c) Two days Induction Level Training is imparted to the newly joined Probationary Engineers on 10 and 11 November 2021.

d) Two Days Workshop on Purchase Procedure 2016 and Vigilance case studies as part of Mid-career specialised training was done on 21 November 2021 and 10 December 2021.

e) Two Days Workshop on Subcontract Procedure 2017 and Vigilance Case Studies as part of Mid-career specialised training was done on 14 December 2021 and 24 December 2021.

Integrity Pact

One of the initiatives of the Central Vigilance Commission (CVC) to eradicate corruption in procurement activity is introduction of the Integrity Pact in large value contracts with Government Organisations. In line with the directives from Ministry of Defence and the Central Vigilance Commission, your Company has adopted Integrity Pact with all vendors/ suppliers/contractors/service providers for all Orders/ Contracts of value Rs. 300 Lakh and above. The Integrity Pact essentially envisages an agreement between the prospective vendors/bidders and the principal (BEL), committing the persons/officials of both sides, not to resort to any corrupt practices in any aspect/stage of the contract. Only those vendors/bidders, who commit themselves to such a Pact with the principal, would be considered competent to participate in the bidding process. Integrity Pact, in respect of a particular contract, would be operative from the stage of invitation of bids till the final completion of the contract. Any violation of the same would entail disqualification of the bidders and exclusion from future business dealings.

As recommended by the CVC, the Company has appointed Dr. Parvez Hayat, IAS (Retd.) and Dr. Joginder Paul Sharma, IAS (Retd.) for monitoring implementation of Integrity Pact in the Company.

Procurement from Micro & Small Enterprises (MSEs)

Your Company has been providing increased thrust on enhancing procurement from Micro & Small Enterprises (MSE) and has been implementing Public Procurement Policy for MSEs as per the guidelines / notification issued by the Ministry of MSMEs. BEL has on-boarded on TReDS Platform, GeM, MSME Sambandh & MSME Samadhaan Portals complying with Government guidelines.

The Company has conducted Vendor Development Programs for Indian vendors including MSME/Start-ups on various occasions throughout the year. BEL extends various provisions as envisaged in Ministry of MSME notifications, released from time to time, to MSME/Start-ups in procurement.

BEL?s procurement from MSEs is 31% of total Domestic procurement during 2021-22 against mandatory target of 25% as per Public Procurement Policy for MSEs.

Implementation of Official Language Policy

Your Company is committed to adhere to the Official Language (OL) policy of the Government of India. During 2021-22, despite COVID-19 pandemic challenges, the Company has achieved the various targets prescribed in the Annual Program issued by Dept. of OL, Ministry of Home Affairs (MHA), GoI to transact official work in Hindi. During the year, Mrs. Anandi Ramalingam, CMD received the ‘Rajbhasha Kirti? Award for two consecutive years (2019-20, 2020-21) from Hon?ble Minister of State for Home Affairs on 14 September, 2021, at Vigyan Bhawan, New Delhi. In the same function, Mr. Shrinivas Rao, Officer (OL), Corporate Office was awarded ‘Rajbhasha Gaurav? Award for the year 2018-19.

OL Inspections: Committee of Parliament on Official Language conducted OL inspection of PK Unit on 10.11.2021. Corporate OL Inspection team conducted 05 OL inspections of its subordinate Units/Offices.

Bilingualisation: All Units and Offices of the Company including Corporate Office are issuing documents in bilingual as per the Section 3(3) of Official Language Act, 1963. Usage of Hindi is being encouraged in correspondence and on computers. Individual orders under OL Rule 10 (4) were issued by CMD to officers/employees who are having proficiency in Hindi to do their complete work in Hindi. Also, a circular on creation of Check Points under Rule 12(1) of OL Rules was issued.

Computerisation and Website: Updated information pertaining to OL is being communicated through OL Portal GARIMA introduced by OL Dept. of Corporate Office. Quarterly progress reports from Units/Offices are being received online in SAP. Hindi notings are being written in File Life-cycle Management (FLM). Company?s website is also available in Hindi.

Training and Reporting: Roster is maintained for Hindi language training and computer training which is updated from time to time. As per the Roster, employees were nominated for online training. Quarterly/half yearly reports are sent to OL Dept., MHA, GoI, MoD, Hindi Teaching Scheme and Town Official Language Implementation Committee (TOLIC) as per schedule.

Hindi Month Celebrations: Hindi Month and Hindi Day was observed during September in all the Units and Offices of the Company.

Meetings/Workshops: Official Language Implementation Committee (OLIC) meetings, Hindi workshops and technical talks in Hindi were conducted through online mode in all Units/Offices.

Incentives and Awards: Company has various lucrative Incentive Schemes for doing original work in Hindi. These schemes are named after renowned Hindi Litterateur which carry cash awards from Rs. 2,000 to Rs. 10,000. Employees took part in these schemes wholeheartedly. Employees have participated in the TOLIC competitions and won prizes.

Visits: Dr. Sumit Jairath, Secretary (OL) visited our Corporate Office on 30 July 2021 and expressed immense satisfaction over the status of implementation of Official Language in your Company.

Publications: Hindi Magazines were published in Units/ Corporate Office of the Company to propagate usage of Hindi.

New Initiatives: A dedicated section for OL has been introduced in the Company?s website. Defense Electronics Glossary of BEL is being prepared in coordination with the Commission for Scientific and Technical Terminology (CSTT), Ministry of Education. A total of 2,410 terms have been finalised so far. The first Bharatendu Rajbhasha Kaushal Abhimukheekaran Program was initiated by Corporate Office for OL Officers/Translators of Central Government Offices/ Banks/Undertakings located at Bengaluru. The event was a grand success.

Continuous efforts are in progress to ensure OL Implementation and for achieving progressive usage of Hindi across the Company.

Implementation of Right to Information Act, 2005

In consonance with the provisions of the Right to Information Act, 2005 (the Act), your Company has a well-defined mechanism in place to address the provisions of the Act. Your Company has a designated General Manager level officer as a Nodal Officer to oversee the implementation. The requests received are processed by 16 senior personnel, designated as Central Public Information Officers (CPIOs) including the one at the corporate office and one each at the Units/Regional Offices. Your Company has a designated General Manager level officer as a First Appellate Authority to dispose of first appeals filed under the Act. In compliance with Government directives, your Company is successfully processing the applications under the Act, online.

The information to be provided as per Section 4(1) (b) of the Right to Information Act, 2005 has been posted on the Company?s website www.bel-india.in The FAA, CPIOs and other internal stakeholders involved are sensitised about their obligations under the Act through training and workshops.

Your Company received 246 applications (including 64 transferred by other Public Authorities to BEL) during the period from April 2021 to March 2022, and 33 RTI applications were carried forward from FY 2020-21. A total of 264 applications were responded to, including 41 applications that were rejected, out of a total of 279 applications. Your Company received 43 First Appeals during the period, out of which 41 were disposed of. Quarterly RTI returns for all the four (4) quarters have been submitted to the Central Information Commission.

Meetings of Board and Committee(s)

During the year, eight Board meetings were held and the maximum interval between any two meetings was not more than 120 days. The details of meetings of Board and Committee(s) held during FY 2021-22 are furnished in the Corporate Governance Report, which forms a part of this report.

Change in Directors & Key Managerial Personnel and their Shareholding

The following changes took place in the Directorate and Key Managerial Personnel of your Company during the financial year:

Sl. No. Name of the Director Designation Date of Appointment Date of Cessation
1 Mrs Shikha Gupta Director (Other Units) Not Applicable 07.05.2021
2 Mr M V Gowtama Chairman & Managing Director Not Applicable 30.06.2021
3 Mr Shivakumaran K M Director (HR) Not Applicable 30.08.2021
4 Dr. Parthasarathi P V Independent Director 28.12.2021 Not Applicable
5 Mr Mansukhbhai S Khachariya Independent Director 28.12.2021 Not Applicable
6 Dr. Santhoshkumar N Independent Director 28.12.2021 Not Applicable
7 Mr Prafulla Kumar Choudhury Independent Director 28.12.2021 Not Applicable
8 Dr. Shivnath Yadav Independent Director 28.12.2021 Not Applicable
9 Mr Gokulan B Independent Director 20.01.2022 Not Applicable
10 Mrs Shyama Singh Independent Director 07.02.2022 Not Applicable

Mrs Anandi Ramalingam, Chairman & Managing Director (Additional Charge), Mr Dinesh Kumar Batra, Director (Finance) and Chief Financial Officer and Mr S Sreenivas, Company Secretary are the KMPs, as defined under the Section 2(51) of the Companies Act, 2013.

Mr Bhanu Prakash Srivastava was appointed as Additional Director [Director (Other Units)] w.e.f 20.04.2022.

Dr Binoy Kumar Das was appointed as Additional Director w.e.f 4 July 2022 in place of Ms Manjula J, who ceased to be Govt. Nominee Director w.e.f 1 May 2022.

Mr Sunil Kumar Kohli, Independent Director retired on 17 July 2022 upon completion of his tenure in the Company.

Dr. Parthasarathi P V, Mr Mansukhbhai S Khachariya, Dr. Santhoshkumar N, Mr Prafulla Kumar Choudhury, Dr. Shivnath Yadav, Mr Gokulan B, Mrs Shyama Singh, Mr Bhanu Prakash Srivastava and Dr Binoy Kumr Das, Additional Directors are being appointed as Directors on terms as set out in the Notice of the 68th Annual General Meeting.

Mr Rajasekhar M V, Director (R&D), retires by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment.

The details of Directors and Key Managerial Personnel (KMPs) who are holding shares in the Company as on 31 March 2022 are given below:

Sl. No. Name Designation No. of Equity Shares Held
1 Mrs Anandi Ramalingam Director (Marketing) 1,263
CMD – Additional Charge
Director (HR) – Additional Charge
2 Mr Vinay Kumar Katyal Director (Bangalore Complex) 1,263
3 Mr Dinesh Kumar Batra Director (Finance) & CFO 1,263
4 Mr Rajasekhar M V Director (R&D) 1,263
5 Mr Sreenivas S Company Secretary 1,263

The Company has not issued any convertible securities during the year.

Directors? Responsibility Statement

To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors, in terms of Sections 134(3)(c) & 134(5) of the Companies Act, 2013 state 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) the Directors had selected such accounting policies and applied them consistently and made judgements 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 31 March 2022 and of the profit of the Company for the year ended 31 March 2022; c) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; d) the Directors have prepared the annual accounts on a going concern basis; e) The Directors ensured proper internal financial controls were in place and such financial controls were adequate and were operating effectively; and f) the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws were in place and same were adequate and operating effectively.

Integrated Report

The Company, has voluntarily provided Integrated Report, which encompasses both financial and non-financial information to enable the Members to take well informed decisions and have a better understanding of the Company?s short, medium & long term perspective. The Report also touches upon aspects such as organisation?s strategy, governance framework, performance and prospects of value creation based on the six forms of capital viz. financial capital, manufactured capital, intellectual capital, human capital, social and relationship capital and natural capital.

Significant and Material Orders

There are no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and the Company?s operations in future.

Events Subsequent to the Date of Financial Statements

There are no material changes and commitments affecting the financial position of the Company which occurred between 31 March 2022 and date of signing of this Report.

Related Party Transactions

There were no materially significant related party transactions with the Company?s Promoters, Directors, Management or their relatives, which could have had a potential conflict with the interests of the Company. Transactions with related parties that were entered into during the financial year were on an arms-length basis and were in the ordinary course of business. None of the transactions with related parties fall under the scope of Section 188(1) of the Companies Act, 2013. All Related Party Transactions are placed before the Audit Committee and also to the Board for approval, if required. Members may refer to the notes to the accounts for details of related party transactions. The policy for related party transaction has been uploaded on the Company?s website www.bel-india.in. Information pursuant to Section 134(3)(h) of the Companies Act, 2013 read with rule 8(2) of the Companies (Accounts) Rules, 2014 is attached to this report as Annexure-1.

Corporate Social Responsibility

Your Company has formulated a Corporate Social Responsibility Policy pursuant to the provisions of Section 135 of the Companies Act, 2013 and the Companies (Corporate Social Responsibility) Rules, 2014 read with various clarifications, amendments issued by Ministry of Corporate Affairs (MCA). The CSR Projects are taken up in line with the Schedule-VII of the Companies Act, 2013, which is duly incorporated in the Corporate Social Responsibility Policy and forms the guiding principle for all our CSR programs. The Corporate Social Responsibility Policy of BEL is posted on the Company?s website, www.bel-india.in.

The objective is to contribute towards inclusive growth, sustained and equitable development in society through capacity building measures, empowerment of the marginalised and underprivileged sections/communities. Focussed interventions are undertaken in the sectors of Healthcare, Education, Rural Development, Environmental Sustainability & Vocational Skill Development.

During FY 2021-22, DPE guidelines for CSR Expenditure stipulate CPSEs to take up focussed CSR interventions on the common theme of Health & Nutrition with special focus on COVID-related measures and preference being given to Aspirational Districts identified by NITI Aayog. Accordingly, CSR budget has been allocated for thematic CSR programmes - thrust being on initiatives that support the Government?s concerted efforts in dealing with the challenges arising out of the COVID-19 pandemic. The Company hones technical skills, provides industry exposure and imparts employability skills to youth from economically weaker sections of society, under Skill India.

Pursuant to the requirement under the Companies (Corporate Social Responsibility) Rules, 2014 (as amended), a report on CSR activities for the financial year 2021-22 is annexed herewith as Annexure-2.

Statutory Auditors

Pursuant to Section 139(5) of the Companies Act 2013, for the FY 2021-22, the Comptroller and Auditor General of India (C&AG) appointed M/s Guru & Jana, Chartered Accountants, Bengaluru, as Statutory Auditors of the Company for audit of accounts of Bangalore Complex, Hyderabad unit, Chennai unit and Corporate Office. M/s Tambi & Jaipurkar, Chartered Accountants, Pune were appointed as Branch Auditors of Pune & Navi Mumbai units. M/s J P Kapur & Uberai, Chartered Accountants, New Delhi, were appointed as Branch Auditors of Ghaziabad, Panchkula and Kotdwara units. M/s P I Ramana

& Associates, Chartered Accountants, Vijayawada were appointed as Branch Auditors for the Machilipatnam unit. The Statutory Auditors? Report on financial statements for FY 2021-22 and ‘Nil? comments of the Comptroller & Auditor General of India (C&AG) under Section 143(6)(b) of the Companies Act, 2013 on the financial statement, including consolidated financial statement, are appended to the Annual Report.

Cost Auditors and Maintenance of Cost Records

Your Company appointed M/s Murthy & Co. LLP, Cost Accountants, Bengaluru, as Cost Auditors of the Company for FY 2021-22 for the audit of the cost records of the Company. The Company maintains cost records as specified by the Central Government under Section 148(1) of the Companies Act, 2013.

Secretarial Auditors

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 (as amended), the Company has appointed M/s Thirupal Gorige & Associates LLP, Practicing Company Secretaries, Bengaluru for the FY 2021-22 to undertake the Secretarial Audit of the Company. The Secretarial Audit Report is annexed to this report as Annexure-3.

The Secretarial Auditor in his report observer that the Board did not have requisite number of Independent Directors including woman independent director as required under 17(1)(a) & (b) of the SEBI (LODR) Regulations, 2015 and the non-compliance has been made good on 7th February 2022. Further the composition and quorum of Audit Committee, and the composition of Nomination & Remuneration Committee was not in line with Regulation 18 & 19 respectively of the SEBI (LODR) Regulations, 2015 for first three quarters of reporting period. The gap between two meetings of audit committee held in month of January 2021 and June 2021 was more than 120 days in terms of regulation 18(2). It is informed that filling up of the vacancies of Independent Directors was pending with the appointing authorities namely Government of India. It is further informed that due to prevailing serious Covid-19 pandemic situation restrictions / lock down in the State and non-availability of Directors, the Audit Committee meeting couldn?t be conducted within 120 days from the date of previous meeting.

Reporting of Frauds by Auditors

During the year, neither the Statutory Auditor nor the Secretarial Auditor have reported to the Audit Committee under Section 143(2) of the Companies Act, 2013, any instance of fraud committed against the Company by its officers or employees, the details of which would need to be mentioned in the Board?s Report.

Annual Return

Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, the Annual Return as on 31 March 2022 is available on the Company?s website: https://www.bel-india.in/ContentPage. aspx?MId=17&CId=427&LId=1&link=427

Risk Management

Pursuant to the Reg. 21 of SEBI (LODR) Regulations, 2015, the Board of Directors of the Company has constituted a Risk Management Committee. The details of Committee and its terms of reference, Risk Management Policy etc. are set out in the Corporate Governance Report and a detailed note on Risk Management is provided in the Management Discussion and Analysis Report, which forms a part of this report.

Company?s Policy on Director?s Appointment, Remuneration and Board Evaluation

The Board has, on the recommendation of the Nomination & Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management and their remuneration, Board Evaluation etc. The details are set out in the Corporate Governance Report, which forms part of this report.

Vigil Mechanism/Whistle Blower Policy

The Company has a vigil mechanism named the Whistle-Blower Policy to deal with instances of fraud, mismanagement and unethical behaviour, if any. The details of the policy are set out in the Corporate Governance Report.

Declaration from Independent Director(s)

The Company has received necessary declaration from Independent Director(s) of the Company under Section 149(7) of the Companies Act, 2013 and Regulation 16(1)(b) of SEBI (LODR) Regulations, 2015 that the Independent Director(s) of the Company meet with the criteria of his Independence laid down in the Companies Act, 2013 and SEBI (LODR) Regulations, 2015.

Management Discussion and Analysis Report

Management Discussion and Analysis Report required under the SEBI (LODR) Regulations, 2015 and also under the Government (DPE) Guidelines on Corporate Governance for Central Public Sector Enterprises (CPSEs), is attached to this Report as Annexure-4.

Particulars of Loans, Guarantees & Investments

In terms of Circular No. GSR 463(E) dated 5 June 2015 issued by Ministry of Corporate Affairs, Government of India, the Company being a Government Company engaged in Defence production is exempt from Section 186 of Companies Act, 2013.

Particulars of Employees and Related Disclosures

The provisions of Section 197 of the Companies Act and the relevant Rules regarding particulars of employees drawing remuneration in excess of the limits specified are exempted for Government Company, in view of the Gazette Notification No. GSR 463 (E) dated 5 June 2015 issued by the Ministry of Corporate Affairs, Government of India.

Internal Financial Controls

The Company has in place adequate internal financial controls with reference to financial statements. A detailed note on Internal Financial Controls is provided in the Management Discussion and Analysis Report, which forms part of this report.

Audit Committee

During the year, the Audit Committee comprised of Independent Directors viz., Mr Sunil Kumar Kohli, Chairman of the Committee, Mr Prafulla Kumar Choudhury and Dr. Shivnath Yadav as its Members. During the year, all the recommendations made by the Audit Committee were accepted by the Board.

Corporate Governance Report

In terms of Regulation 34 of the SEBI (LODR) Regulations, 2015 and DPE Guidelines, a Report on Corporate Governance along with Compliance Certificate issued by the Statutory Auditors of the Company is attached with this report as

Annexure-5.

Sustainability Report

A Report on your Company?s efforts on ‘Sustainable Development? is attached with this Report as Annexure-6.

Business Responsibility Report

The SEBI (LODR) Regulations, 2015 mandated the inclusion of the Business Responsibility Report (BRR) as part of the Annual Reports for the top 1,000 listed entities based on market capitalisation. In terms of Regulation 34(2)(f) of Listing Regulations, a BRR for FY 2021-22 describing the initiatives taken by the Company on environmental, social and governance perspective, in the format as specified by SEBI from time to time is attached with this report as Annexure-7.

Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo

Your Company, being a Defence PSU, the disclosure of information with respect to conservation of energy, technology absorption, foreign exchange earnings and outgo under the provisions of Section 134(3)(m) read with Rule 8(3) of the Companies (Accounts) Rules, 2014 (as amended) is not required as the Ministry of Corporate Affairs vide Notification GSR No.680 (E) dated 4 September 2015 has granted exemption to Defence Public Sector Undertakings.

Compliance with Secretarial Standards

The Company complies with all applicable mandatory Secretarial Standards issued by the Institute of Company Secretaries of India.

Acknowledgement

Your Directors place on record their deep appreciation and gratitude for the valuable support received from all the customers, particularly the Defence Services and the paramilitary forces and look forward to their continued support and co-operation in future. Your Directors also place on record their gratitude for the support received from the various Ministries of the Government of India, especially the Ministry of Defence, the Department of Defence Production. Your Directors express their gratitude to the Defence Research and Development Organisation (DRDO) and the various Research Laboratories under DRDO, particularly in the joint development programmes and new products. Your Directors express their sincere thanks to the Comptroller and Auditor General of India, Statutory Auditors, Branch Auditors, Cost Auditors, Secretarial Auditors, Company?s Bankers, Collaborators and Vendors. Your Directors appreciate the sincere effort by the employees at all levels, which enabled the Company to achieve the good performance during the year. Your Directors express their appreciation and gratitude to all the shareholders/investors for the trust and confidence reposed in the Company and look forward to their continued support and participation in sustaining the growth of the Company in the coming years.

For and on behalf of the Board
Anandi Ramalingam
Bengaluru Chairman & Managing Director
28 July 2022 (Additional Charge)