undefined share price Directors report


Dear Shareholders,

Your directors present the seventy-eighth Annual Report along with the audited standalone and consolidated financial statements for FY2023.

Company overview

Bajaj Holdings & Investment Ltd. (‘BHIL or ‘the Company) is registered with the Reserve Bank of India as a Non-Banking Financial Company – Investment and Credit Company (NBFC-ICC) vide RBI registration number N-13.01952 dated 29 October 2009. BHIL is essentially a holding and investment company and does not have any other operations of its own. BHIL earns revenue primarily by way of dividend income from investments held in group companies. More details about the Company and its investments are available in the

Management Discussion and Analysis.

Financial results

The financial results of the Company are elaborated in the Management Discussion and Analysis. The highlights of the standalone financial results are as under:

(Rs. In Crore)

FY2023

FY2022
Total income

1,937.01

1,833.16
Total expenses

158.16

132.04
Profit

1,778.85

1,701.12
Tax expense

67.27

70.60
Profit for the year

1,711.58

1,630.52
Earnings per share (in H)

153.8

146.5

Closing balances in reserve/other equity:

(Rs. In Crore)

FY2023

FY2022
Reserve fund in terms of section 45-IC(1) of Reserve Bank of India Act, 1934

2,815.48

2,473.16
Securities premium

444.42

444.42
General reserve

3,706.96

3,706.96
Retained earnings

3,723.84

3,637.00
Other reserves - Equity instruments through other comprehensive income

4,899.63

4,999.15
Other reserves - Debt instruments through other comprehensive income

(36.35)

15.90
Other reserves - Hedge instruments through other comprehensive income

-

(0.02)
Total

15,553.98

15,276.57

Note: Detailed movement of above reserves can be seen in ‘Statement of Changes in Equity

The highlights of the consolidated financial results are as under:

(Rs. In Crore)

FY2023

FY2022
Total Income

527.35

486.51
Share of profit of associates

4,667.01

3,893.67
Profit

5,011.51

4,225.90
Profit for the year

4,850.52

4,055.68
Earnings per share (H)

435.8

364.4

Transfer to reserve fund

Under section 45-IC of Reserve Bank of India Act, 1934, non-banking financial companies (NBFCs) are required to transfer a sum of not less than 20% of its net profit every year to the reserve fund before declaration of any dividend. Accordingly, the Company has till date transferred a sum of H 2,815.48 crore to its reserve fund.

Operations

Detailed information on the operations of the Company and details on the state of affairs of the Company are covered in Management Discussion and Analysis.

Dividend Distribution Policy

Pursuant to the provisions of SEBI Listing Regulations, the Company had formulated a Dividend Distribution Policy, which sets out the parameters and circumstances to be considered by the Board in determining the distribution of dividend to its shareholders and/ or retaining the profit earned. The Dividend Distribution Policy of the Company endeavour to maintain a minimum dividend pay-out of 50% of distributable profit on standalone basis each year. The said Policy is available on the website of the Company at https://www.bhil.in/ pdf/Dividend%20Distribution%20Policy.pdf

Dividend

Final dividend

The Reserve Bank of India (RBI) vide its circular dated 24 June 2021, has laid down framework for declaration of dividend by NBFCs. Accordingly, the Board of Directors after taking into account various aspects and in compliance with the said circular, to the extent applicable, recommend for consideration of the members at the ensuing Annual General Meeting (‘AGM), payment of final dividend of H 13 per equity share (130%) of face value of H 10 for the financial year ended 31 March 2023.

Interim dividend

The Board of Directors, at its meeting held on 13 September 2022, declared an interim dividend of H 110 per equity share (1100%) of face value of H 10 for the financial year ended 31 March 2023. The record date fixed for the purpose of declaration of divided was 23 September 2022. The total dividend pay-out on account of interim dividend was H 1,224.23 crore.

The total dividend pay-out (including interim dividend) for FY2023 would be H 1,368.91 crore.

The dividend declared/ recommended is in accordance with the principles and criteria set out in the Dividend Distribution Policy.

The final dividend, if declared, at the ensuing AGM will be taxable in the hands of the members of the Company pursuant to Income Tax Act, 1961. For further details on taxability, please refer to Notice of AGM.

Subsidiaries and Associates

Following are the subsidiaries/associates of the Company:

Name of the company

% shareholding of BHIL and its subsidiaries

Status

Bajaj Auto Ltd. 36.64% Associate
Bajaj Finserv Ltd. 41.63% Associate
Bajaj Auto Holdings Ltd. 100% Subsidiary
Maharashtra Scooters Ltd. 51% Subsidiary

The financial highlights of performance of the subsidiaries and associates of the Company and their contribution to the overall performance of the Company during FY2023, is covered in the

Management Discussion and Analysis.

During FY2023, no new subsidiary was incorporated/acquired. Neither the Company has entered into a joint venture with any company.

The Company does not have any material subsidiary as defined under the SEBI Listing Regulations. The financial statements of the subsidiary companies are also available in a downloadable format under

‘Investors section of the Companys website and can be accessed at https://www.bhil.in/investors.html#url-annual-reports

A separate statement containing the salient features of the subsidiaries in the prescribed form AOC-1 is attached to the consolidated financial statements.

Directors and Key Managerial Personnel (KMP)

A. Change in directorate during FY2023 i. Appointment

Dr. Vidya Yeravdekar (DIN: 02183179)

Based on the recommendation of the Nomination and Remuneration Committee (NRC), the Board at its meeting held on 28 July 2022, has appointed Dr. Vidya Yeravdekar, as an Independent Director, for a period of five years effective from 1 August 2022. Further, the shareholders have approved her appointment through a postal ballot on 21 September 2022, by an overwhelming majority.

The Board is of the opinion that Dr. Yeravdekar is a person of integrity, expertise and has relevant experience to serve the Company as an Independent Director that can strengthen the overall composition of the Board.

Dr. Yeravdekar is exempted from requirements of clearing the online proficiency test pursuant to rule 6(4) of Companies (Appointment and Qualifications of Directors) Rules, 2014, as amended.

ii. Resignation

Dr. Gita Piramal (DIN: 01080602)

Due to health reasons, Dr. Gita Piramal had decided to reduce her professional commitments in FY2023.

Accordingly, she had tendered her resignation as an Independent Director of the Company effective from close of business hours on 30 June 2022. The Board noted the resignation of Dr. Piramal effective from the aforementioned date and recorded its appreciation for the valuable services and guidance provided by her during her long tenure as a Director of the Company.

B. Directors liable to retire by rotation

Rajiv Bajaj (DIN: 00018262) and Shekhar Bajaj (DIN: 00089358) retires by rotation at the ensuing AGM and being eligible, have offered themselves for re-appointment.

Brief details of Rajiv Bajaj and Shekhar Bajaj, who are seeking re-appointment, are given in the Notice of AGM.

C. Change in KMP

There was no change in KMPs of the Company during FY2023.

Declaration by Independent Directors

The independent directors have submitted declaration of independence, as required under section 149(7) of the Act, stating that they meet the criteria of independence as provided in section 149(6) of the Act and Regulation 16 of the SEBI Listing Regulations, as amended.

The independent directors have also confirmed compliance with the provisions of rule 6 of Companies (Appointment and Qualifications of Directors) Rules, 2014, relating to inclusion of their name in the databank of independent directors. Pursuant to the aforementioned Rules, the independent directors have passed the online proficiency self-assessment test, to the extent applicable.

The Board took on record the declaration and confirmation submitted by the independent directors, regarding them meeting the prescribed criteria of independence, after undertaking due assessment of the veracity of the same, as required under Regulation 25 of the SEBI Listing Regulations.

Policy on directors appointment and remuneration

The Board, on the recommendation of the NRC, has framed a Remuneration Policy. The policy, inter alia, provides: a) the criteria for determining qualifications, positive attributes and independence of directors; and b) a policy on remuneration of directors, key managerial personnel and other employees.

The policy is directed towards a compensation philosophy and structure that will reward and retain talent and provides for a balance between fixed and incentive pay reflecting short and long-term performance objectives appropriate to the working of the Company and its goals.

The Remuneration Policy is placed on the Companys website and can be accessed at https://www.bhil.in/pdf/Remuneration%20Policy%20.pdf

As per the requirements of RBI Master Directions and SEBI Listing Regulations, details of all pecuniary relationship or transactions of the non-executive directors vis-?-vis the Company are disclosed in the Corporate Governance Report.

Compliance with Code of Conduct

All Board members and Senior Management Personnel have affirmed their compliance with the Companys Code of Conduct for FY2023.

A declaration to this effect signed by the Managing Director & CEO is included in this Report.

Annual return

A copy of the annual return as required under section 92(3) of the Act, in the prescribed form which will be filed with the Registrar of Companies / Ministry of Corporate Affairs within the regulatory timelines and will also be placed on the Companys website and can be accessed at https://www.bhil.in/investors.html#url-annual-reports

Number of meetings of the Board

Six (6) meetings of the Board were held during FY2023. Details of the meetings and attendance thereat form a part of the Corporate Governance Report.

Directors responsibility statement

In accordance with the provision of section 134(3)(c) of the Act and based on the information provided by the Management, the directors state that: • in the preparation of the annual accounts, the applicable Accounting Standards have been followed along with proper explanation relating to material departures;

• they have selected such accounting policies and applied them consistently and 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 at the end of FY2023 and of the profit of the Company for the said period; • they 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; • they have prepared the annual accounts on a going concern basis; • they have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and

• they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

Audit Committee

Manish Kejriwal, stepped down as member of the Audit Committee, with effect from close of business hours on 31 March 2023 and Dr. Vidya Yeravdekar was inducted effective 1 April 2023.

The present composition of the Committee as approved by the Board at its meeting held on 15 March 2023 is, Pradip Shah (DIN: 00066242) as Chairman, Dr. Naushad Forbes (DIN: 00630825), Dr. Arindam Bhattacharya

(DIN: 01570746) and Dr. Vidya Yeravdekar (DIN: 02183179) as members.

The composition of Audit Committee is over and above the minimum requirement prescribed under the Act, SEBI Listing Regulations and RBI Regulations, of having a minimum of two-thirds of independent directors, including the Chairman. All members of the Committee are independent directors possessing financial literacy and expertise in accounting or financial management related matters.

During FY2023, all recommendations of the Audit Committee were accepted by the Board.

Brief terms of reference and attendance record of members are given in the Corporate Governance Report.

Particulars of loans, guarantees or investments

The Company, being an NBFC registered with the RBI and engaged in the business of investments as its ordinary course of business, is exempt from complying with the provisions of section 186 of the Act with respect to investments. Accordingly, the disclosures of the investments as required under the aforesaid section have not been made in this Report. During the year under review, the Company did not give loans or guarantee to any person including its Directors.

Share capital

As on 31 March 2023, the paid-up share capital of the Company stood at H 111.29 crore consisting of 111,293,510 equity shares of H 10 each. There was no public issue, rights issue, bonus issue or preferential issue, etc., during

FY2023. The Company has not issued shares with differential voting rights or sweat equity shares, nor has any scheme for grant of stock option.

Scale based regulations – revised regulatory framework for NBFCs

The Reserve Bank of India (RBI) vide its circular dated 22 October 2021 has introduced Scaled Based Regulation (SBR) – a revised Regulatory Framework for NBFC. As per the revised regulatory framework, regulatory structure for NBFCs shall comprise of four layers based on their size, activity, and perceived riskiness. NBFCs in the lowest layer shall be known as NBFC - Base Layer (NBFC-BL). NBFCs in middle layer and upper layer shall be known as NBFC - Middle Layer (NBFC-ML) and NBFC - Upper Layer (NBFC-UL), respectively. RBI may, based on the size of an NBFC, classify some of them as NBFC- Top Layer.

In accordance with the circular, NBFCs without public funds and customer interface are classified as a Base Layer of the regulatory structure. Considering, the nature of business, the Company is classified under the Base Layer.

Related party transactions

All contracts/arrangements/transactions entered by the Company during FY2023 with the related parties were in compliance with the applicable provisions of the Act and SEBI Listing Regulations. Prior omnibus approval of the Audit Committee was obtained for all related party transactions which were foreseen and repetitive in nature as well as for transactions which were not foreseen and details of which were not available, up to the limits as specified in the SEBI Listing Regulations. Pursuant to the said omnibus approval, details of related party transactions entered into were also reviewed by the Audit Committee on a quarterly basis.

All related party transactions entered during FY2023 were on arms length basis and in the ordinary course of business of the Company as per the Act and not material under the SEBI Listing Regulations or extant RBI guidelines. None of the transactions required members prior approval under the Act or SEBI Listing Regulations.

Details of transactions with related parties during FY2023 are provided in the notes to the financial statements.

There were no material related party transactions requiring disclosure as per the Act. Hence, the prescribed Form AOC-2 does not form a part of this report.

The Policy on Materiality of and Dealing with Related Party Transactions is placed on the Companys website at https://www.bhil.in/pdf/Policy%20on%20Materiality%20of%20&%20Dealing%20with%20Related%20Party%20 Transactions.pdf and also forms a part to the Corporate Governance Report.

Material changes and commitments

There have been no material changes and commitments, affecting the financial position of the Company, which have occurred between the end of the financial year of the Company and the date of this Report.

Conservation of energy, technology absorption, foreign exchange earnings and outgo

Conservation of energy

The operations of the Company are not energy intensive. However, the Company has taken, inter alia, following measures to reduce energy consumption:

• Switched from conventional lighting systems to LED lights at Mumbai location; and

• Designed the office in a manner which facilitate maximum natural light utilisation.

Technology absorption

The Company, primarily being an investment company and not involved in any industrial or manufacturing activities, has no particulars to report regarding technology absorption as required under section 134 of the Act and Rules made thereunder.

Foreign exchange earnings and outgo

No foreign exchange was earned by the Company during the year under review as well as during the previous year.

The total foreign exchange outflow during the year under review was H 45.61 crore (as against H 39.62 crore during the previous year).

Corporate Social Responsibility (CSR)

The CSR committee comprises of three directors viz., Dr. Naushad Forbes (DIN: 00630825) as Chairman,

Anami N Roy (DIN: 01361110) and Sanjiv Bajaj (DIN: 00014615) as members.

Detailed information on CSR Policy, its salient features and details pertaining to spent and unspent amount forms part of ‘Annual Report on CSR activities.

The CSR policy has been hosted on the website of the Company and can be accessed at https://www.bhil.in/pdf/CSR-Policy.pdf

The Chief Financial Officer has certified that the funds disbursed have been utilised for the purpose and in the manner approved by the Board for FY2023.

Formal annual evaluation of the performance of the Board, its Committees and Directors

Pursuant to section 178 of the Act, the NRC and the Board has decided that the evaluation shall be carried out by the Board only and the NRC will only review its implementation and compliance.

Further as per Schedule IV of the Act and provisions of SEBI Listing Regulations, the performance evaluation of Independent Directors shall be done by the entire Board of Directors excluding the Director being evaluated, on the basis of performance and fulfillment of criteria of independence and their independence from management.

Accordingly, the Board has carried out an annual performance evaluation of its own performance, that of its Committees, Chairperson and individual Directors.

The manner in which formal annual evaluation of performance was carried out by the Board for the period from 1 January 2022 to 31 December 2022 is given below:

• A questionnaire-cum-rating sheet was deployed using an IT platform for seeking feedback of the directors with regards to the performance of the Board, its Committees, the Chairperson and individual directors, which is on the basis of the Board approved criteria for evaluation of the Board, its Committees, Chairperson and individual directors.

• From the individual ratings received from the directors, a report on summary of ratings in respect of performance evaluation of the Board, its Committees, Chairperson and individual directors for the period from 1 January 2022 to 31 December 2022 and a consolidated report thereof, were arrived at.

• The report of performance evaluation so arrived at was then discussed and noted by the Board at its meeting held on 15 March 2023.

• The NRC reviewed the implementation and compliance of the performance evaluation at its meeting held on 15 March 2023.

• For FY2023, the criteria and process followed by the Company was reviewed by the NRC and the Board, which opined to be compliant with the applicable provisions and found satisfactory. The criteria for evaluation of the Board, its Committees, Chairperson and individual directors is placed on the website of the Company and can be accessed at https://www.bhil.in/pdf/Board%20Evaluation%20Criteria.pdf Other than the Chairperson of the Board and NRC, no director had access to the individual ratings given by the directors.

The NRC and Board after reviewing the criteria, advised enhancement to the feedback mechanism by introducing few qualitative aspects to the criteria.

Significant and material orders passed by the regulators or courts

During FY2023, there were no significant and material orders passed by the regulators or courts or tribunals, which may impact the going concern status of the Company and its operations in future.

Internal audit

The internal audit function provides an independent view to the Board of Directors, the Audit Committee and the

Senior Management on the quality and effectiveness of the internal controls, risk management and governance related systems and processes. In line with the RBIs guidelines on Risk Based Internal Audit, the Company has adopted a Risk Based Internal Audit Policy.

At the beginning of each financial year, an audit plan is rolled out after approval of the Audit Committee. The Audit Committee quarterly reviews the internal audit reports and the adequacy and effectiveness of internal controls. Significant audit observations, corrective and preventive actions thereon are presented to the

Audit Committee on a quarterly basis.

The Committee also has an independent meeting with the internal auditor without the presence of Management.

Internal financial controls

The Company has in place adequate financial controls commensurate with its size, scale and complexity of operations with reference to its financial statements. These have been designed to provide reasonable assurance about recording and providing reliable financial information, ensuring integrity in conducting business, accuracy and completeness in maintaining accounting records and prevention and detection of frauds and errors.

The Board is of the opinion that internal financial controls with reference to the financial statements were tested and reported adequate and operating effectively.

Risk Management

Managing risk is fundamental to any business in general and in particular to financial services industry.

Considering the nature of business of BHIL, i.e., investments in securities for a long-term horizon, the risk perceived is low as far as the standalone business of BHIL is concerned. However, risks arising out of businesses of the group companies are the key risks of the Company. BHIL has a risk governance framework in place which provides an integrated approach for identifying, monitoring and mitigating risks associated with its business and that of its group companies.

Key risks exposure of BHIL includes market risk, credit risk, governance risk, reputation risk and compliance risk. The Risk Management Committee of the Board, assists the Board in monitoring various risks, review and analysis of risk exposures and mitigation plans related to the Company and its group companies.

A Risk Management Policy has been adopted by the Board of Directors which, inter alia, sets out risk strategy, approach and mitigation plans, liquidity risk management and asset liability management.

The group companies have their own risk management frameworks in line with their strategic business operations as appropriate to the industry in which they operate. Business operations of each of the group companies, the risks faced by them and the risk mitigation tools followed by them are reviewed periodically by the Risk Management Committees and the Boards of the respective group companies.

The details of meetings of Risk Management Committee of the Company and the members who attended the same are mentioned in the Corporate Governance Report.

Whistle Blower Policy / Vigil Mechanism

The Company has a Whistle Blower Policy encompassing vigil mechanism pursuant to section 177(9) of the Act and Regulation 22 of the SEBI Listing Regulations. The whistle blower framework has been introduced with an aim to provide employees and directors with a safe and confidential channel to share their inputs about such aspects which are adversely impacting their work environment. The Policy/Vigil Mechanism enables directors, employees and other persons to report their concerns about unethical behaviour, actual or suspected fraud or violation of the Companys Code of Conduct or ethics policy and leak or suspected leak of unpublished price sensitive information.

During the year under review, there were no complaints received under the above mechanism nor was any employee denied access to the Audit Committee. The Audit Committee reviews the functioning of the Vigil Mechanism/Whistle Blower Policy once a year.

The Whistle Blower Policy is uploaded on the website of the Company and can be accessed at https://www.bhil.in/pdf/Whistle%20Blower%20Policy.pdf

RBI guidelines

The Company continues to fulfill all the norms and standards laid down by RBI pertaining to non performing assets, capital adequacy, statutory liquidity assets, etc. As against the RBI norm of 15%, the capital adequacy ratio of the Company was 111% as on 31 March 2023. In line with the RBI guidelines for Asset Liability Management (ALM) system for NBFCs, the Company has an Asset Liability Management Committee, which review its ALM risks and opportunities.

The Company is in compliance with the NBFC – Corporate Governance (Reserve Bank) Directions, 2015.

Other statutory disclosures

• The financial results of the Company are placed on the website of the Company at https://www.bhil.in/ investors.html#url-financial-results-press-release and the audited financial statements of its subsidiaries are placed on the website of the Company at https://www.bhil.in/investors.html#url-annual-reports

• Details as required under the provisions of section 197(12) of the Companies Act, 2013, read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended, containing, inter alia, ratio of remuneration of Directors and KMP to median remuneration of employees and percentage increase in the median remuneration are annexed to this Report.

• Details as required under the provisions of section 197(12) of the Act read with rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended, will be made available to any member by way of email upon request, as per provisions of section 136(1) of the said Act.

• The Managing Director & CEO will be entitled to remuneration by way of a sitting fee, in his capacity as a Non-executive director of Maharashtra Scooters Ltd., a subsidiary of the Company during FY2024.

• Pursuant to RBI Master Direction-Information Technology Framework for the NBFC sector, the Company has constituted an IT Strategy Committee to review the IT strategies in line with the corporate strategies, board policy reviews, cyber security arrangements and any other matter related to IT governance.

• The provisions of section 148 of the Act, are not applicable to the Company. Accordingly, there is no requirement of maintenance of cost records as specified under sub-section (1) of section 148 of the Act.

• The Company has a gender neutral policy on prevention of sexual harassment at the workplace. The

Company has also complied with the provisions relating to the constitution of Internal Complaints Committee under Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. There was no case reported during the year under review.

• There has been no change in the nature of business of the Company during FY2023.

• Neither any application was made, nor any proceeding is pending under the Insolvency and Bankruptcy Code, 2016 against the Company. Further, the Company had not made any one-time settlement with banks or financial institutions during FY2023.

• The Company has not accepted any fixed deposits under Chapter V of the Companies Act, 2013 and as such no amount of principal and interest were outstanding as on 31 March 2023.

• During FY2023, the Company had not borrowed any funds from any banks or Financial Institutions.

Corporate Governance

Pursuant to the SEBI Listing Regulations, a separate chapter titled ‘Corporate Governance has been included in this Annual Report, along with the reports on Management Discussion and Analysis and General Shareholder Information.

The Managing Director & CEO and the Chief Financial Officer, have certified to the Board with regard to the financial statements and other matters as specified under the SEBI A certificate from the statutory auditors of the Company regarding compliance of conditions of corporate governance is annexed to this Report.

Business Responsibility & Sustainability Report

Pursuant to amendment in SEBI Listing Regulations, top 1000 listed entities based on market capitalisation are required to submit a Business Responsibility & Sustainability Report (‘BRSR) with effect from the FY2023.

Accordingly, the Company, being one of the top 1000 listed entity, has adopted a Policy on BRSR.

A detailed BRSR in the format prescribed by SEBI describing various initiatives, actions and process of the Company towards the ESG endeavor, forms a part of this Annual Report and has also been hosted on the Companys website at https://www.bhil.in/investors.html#url-annual-reports

Secretarial standards of ICSI

The Company has complied with the requirements prescribed under the Secretarial Standards on Meetings of the Board of Directors (SS-1) and General Meetings (SS-2) read with the MCA circulars.

Auditors and Auditors Report

Statutory Auditors

RBI, vide its Guidelines for Appointment of Statutory Central Auditors (SCAs) / Statutory Auditors (SAs) of Commercial Banks (excluding RRBs), UCBs and NBFCs (including HFCs) dated 27 April 2021 (the "Guidelines/ circular"), mandated NBFCs (including HFCs) with an asset size of H 1,000 crore and above to appoint a minimum of an audit firm for conducting statutory audit, where each term should be for a maximum period of 3 consecutive years. Further, as per the Guidelines, for NBFC entities with asset size of H 15,000 crore and above as at the end of previous year, the statutory audit was required to be conducted under joint audit of a minimum of two audit firms.

By virtue of the aforesaid Guidelines and related FAQs, the members of the Company, on the basis of recommendation of the Audit Committee and Board, by way of Postal Ballot, have approved appointment of

Kalyaniwalla & Mistry LLP (Firm Registration No. 104607W / W100166) as Statutory Auditors effective from 17 November 2021, i.e., the last date of Postal Ballot till conclusion of 77th AGM. Further, the members at 77th AGM held on 28 July 2022, had approved their continuation/re-appointment as Statutory Auditor for remaining term of two years, from the conclusion of the 77th AGM till the conclusion of the 79th AGM, i.e., for the financial year ending 31 March 2023 and 31 March 2024, respectively.

The members at their 77th AGM held on 28 July 2022, based on the recommendation of Audit Committee and Board, had also approved the appointment of NBS & Co. (Firm Registration No. 110100W) as Joint Statutory Auditors for a period of 3 years i.e., from the conclusion of the 77th AGM till the conclusion of the 80th AGM to conduct audit of the financial statements of the Company for the year ending 31 March 2023, 31 March 2024 and 31 March 2025.

The audit report given by Kalyaniwalla & Mistry LLP and NBS & Co., Joint Statutory Auditors for FY2023 is unmodified, i.e., it does not contain any qualification, reservation or adverse remark or disclaimer.

Secretarial Auditor

Pursuant to the provisions of section 204 of the Act and Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board has appointed Shyamprasad D Limaye, Practising Company Secretary (FCS No. 1587, CP No. 572) to undertake the secretarial audit of the Company.

A report from the secretarial auditor in the prescribed Form MR-3 is annexed to this Report. It does not contain any qualification, reservation or adverse remark or disclaimer made by secretarial auditor.

Pursuant to Regulation 24A(2) of the SEBI Listing Regulations, a report on secretarial compliance has been issued by Shyamprasad D Limaye for the financial year ended 31 March 2023 and the same will be submitted with the stock exchanges within the given timeframe. There are no observations, reservations or qualifications in the said report. The report will be available on the website of the Company at https://www.bhil.in/investors.html#url-stock-exchange-intimations.

Since, the auditors i.e. joint statutory auditors and secretarial auditor have not reported any matter under section 143(12) of the Act, no detail is required to be disclosed under section 134(3)ca of the Act.

Acknowledgement

The Board of Directors place its gratitude and appreciation for the support and cooperation from its members, the RBI, other regulators and banks.

The Board of Directors also places on record its sincere appreciation for the commitment and hard work put in by the Management and the employees of the Company, its subsidiaries and associates and thank them for yet another excellent year of performance.

On behalf of the Board of Directors

Shekhar Bajaj Chairman DIN: 00089358

Pune: 27 April 2023