Bombay Burmah Director Discussions


Your Directors hereby present their 158th Annual Report together with Audited Financial Statements for the year ended 31 March 2023:

I. FINANCIAL PERFORMANCE:

a) Standalone Financial Results

Particulars

31.03.2023 31.03.2022
Total Revenue 33,468 37,418
(Loss)/Profit before exceptional item (4302) 1,039

Exceptional Items

- Provision for impairment (18,622) 0
- Gain on sale of assets from continuing operation 0 1,023
(22,924) 2,061
Tax Expenses 0 (1827)
a) (22,924) 234
Profit before tax from discontined operations of coffee business 280 754
Exceptional gain from sale of coffee assets 24,372 0
Tax Expenses (850) 0
b) 23,803 754
Net profit for the year (a + b) 879 989

b) Overview of Performance

During the FY 2022-23, the Corporation achieved a total revenue from continuing operation of Rs. 33,468 lakh compared to Rs. 37,418 lakh in FY 2021-22.

Loss before exceptional item of continuing operation at Rs. 4302 lakhs for the year as against profit of Rs. 1039 lakhs for the previous year is not comparable as (i) profit before exceptional item for the previous year included gain of Rs. 6,219 from sale of property included in total revenue and (ii) Dividend of Rs. 4,890 lakhs from the overseas subsidiary compared to Rs. 2,978 lakhs in previous year.

Net Profit for the year was Rs. 879 lakhs as against Rs. 989 lakhs for the Previous Year. The same is however not comparable in view of two major exceptional items in the Financial Statements for the year under review viz. provision for impairment of investments and Inter Corporate Deposits in Go Airlines India Limited ("GoAir"), an associate of the Corporation and gain on sale of Coffee Estates.

Coffee business, although profitable has over the years given very low yield and returns due to its very nature of business i.e. agriculture and economy of scale compared to the returns on realizable value of land parcel at around Rs. 275 crores. It was therefore decided to exit the Coffee business and reduce the overall debt of the Corporation. The legally binding contract for transfer of Coffee business at a consideration of Rs. 291 crores has resulted in gain of Rs. 24,372 lakhs.

The other exceptional item is the loss of Rs. 18,622 lakhs on account of provision for impairment of investments & ICDs in GoAir as a matter of prudence since GoAir has filed an application for initiation of Corporate Insolvency Resolution Process (CIRP) to preserve its assets and keep it as a Going Concern.

Division wise performance:

i. Tea:

Overall tea production, including bought leaf was lower at 37.38 lakh kg as compared to 41.72 lakh kg for the previous year. Total tea sales were at 39.97 lakh kg as compared to 44.16 lakh kg for previous year. The average selling price of tea was at Rs. 148 per kg against Rs. 143 per kg for the previous year. Tea division continued to underperform due to lower production and steep increase in wage rate by approximately Rs. 63 per day.

Production of tea at Tanzania estates was 5.5 lakh kg as against 5.4 lakh kg for the previous year. The sales were at 4.77 lakh kg as against 5.6 lakh kg for the previous year. However, the revenue increased to Rs. 5.35 crore as against Rs. 4.25 crore on account of increase in the sales price from Rs. 64 per kg to Rs. 90 per kg resulting in improved performance.

ii. Coffee:

The Corporations coffee production for the year was 639 MT as compared to 562 MT for the previous year. The Corporations bought coffee fruit operations during the year produced 135 MT of clean coffee as against 57 MT in the previous year. The average price realized per tonne was Rs. 2.80 lakh as compared to Rs. 1.86 lakh in the previous year.

iii. Auto Electric Components Business (Electromags):

Turnover for the year was higher at Rs. 15,157 lakh as compared to Rs. 13,350 lakh in the previous year resulting in improved performance compared to the previous year.

iv. Health Care:

Dental products reported a significant increase in turnover at Rs. 2,917 lakh compared to Rs. 1,941 lakh in the previous year primarily due to opening up of the dental colleges and clinics post Covid-19. Better product mix and realization of higher prices for alloys resulted in substantial increase in profits from operations.

No material changes and commitments have occurred after the closure of year under review till the date of this report, which would affect the financial position of the Corporation.

c) Subsidiaries and Associate Companies

A report on the financial performance of each of the Subsidiaries and Associates included in the Consolidated Financial Statements is provided in Form AOC-1 and forms part of this Annual Report.

The Corporation has material listed Indian subsidiary, viz. Britannia Industries Limited.

In addition, the Corporation has material unlisted overseas subsidiaries viz. Leila Lands Limited and Associated Biscuits International Limited.

Pursuant to the acquisition of 11,68,000 shares of National Peroxide Ltd (NPL) by Baymanco Investments Limited, a wholly owned step down subsidiary of the Corporation, NPL has become an associate of the Corporation w.e.f. 10th January 2023.

d) Consolidated Financial Results

Overview of Performance

The Corporation has prepared Consolidated Financial Statements in accordance with the applicable Accounting Standards as prescribed under the Companies (Accounts) Rules, 2014 of the Companies Act, 2013. The Consolidated Financial Statements reflect the results of the Corporation and those of its subsidiaries and associates. As required under Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ["SEBI (LODR) Regulations, 2015"] the Audited Consolidated Financial Statements together with the Independent Auditors Report thereon are annexed and form part of this Annual Report.

Consolidated sale of products and services of the Corporation for the year ended 31 March 2023 was Rs. 1,630,339 lakh compared to Rs. 1,431,151 lakh in FY 2021-22, registering a growth of 14%. However, the Corporation has reported a loss of Rs. 53,350 lakhs for the year compared to profit of Rs. 80,865 lakhs in previous year in consolidated financial statement. This is primarily due to the provision in respect of investments made in Go Airlines (Go Air) and other financial obligations towards Go Air by the Subsidiaries of the Corporation as explained in detail herein below:

e) Investments in and financial obligations towards Go Air and impairment thereof

Historically, the Corporation has made several investments either directly or through its subsidiaries across diverse businesses and geographies to further its interests and consequently, its shareholder value.

These investments have been strategic in nature with a long term perspective. The day-to-day management has been left to their respective Boards with oversight from the Corporations Board.

Some of the investments over the years such as investments in North Borneo Timber(NBT) in 1954 and divested in FY1994-95, resulted in net gain of over 700 times. This exit provided an opportunity to acquire 25% [of the equity capital] in Britannia Industries Limited (BIL) in 1995 at the cost of Rs. 68 crores. This was followed by a takeover of the foreign partners 25% share in BIL in 2009 at the cost of Rs. 884 crores. The performance of BIL is self-evident. The Corporations share of this investment of approximately Rs. 951 crores has gone up to Rs. 52,624 crores in 2023.

In some other cases the investments have been exited with a good profit. In case of investment in PT Indo Java, Indonesia, the Corporation entered with a cost of Rs. 2 lakhs and exited in 2010 with a profit of over 3000 times.

The airline business was identified by the Corporation as nascent potential growth area in India.

The Corporation, through its Wholly- Owned Subsidiaries, Sea Wind Investment & Trading Company Limited and Baymanco Investments Limited, invested Rs. 944 crores in the equity of Go Airlines representing 33% paid up equity of Go Airlines ("Go Air").

Go Airs financial performance proved to be at par with its competitors, for several years, prior to the pandemic.

As part of its growth and expansion, Go Air opted to purchase 72 airbus aircraft (new engine option aircrafts) powered by Pratt & Whitney(P&W) Engines, which promised substantial fuel savings and reliability of 5 years on wing without major maintenance events. Unfortunately, the engine life was hardly one year requiring substantial changes and maintenance. This resulted in Go Air fleet being grounded between the years 2020 to 2023, on an average 31% to 50% of its total available aircrafts.

P&W provided the services required upto March 2020, including compensation for the grounded aircrafts, but defaulted thereafter, demanding substantial payments for the repairs of its defective engines. Unfortunately, P&W which had earlier provided spare engines, ceased to provide the same during this period. With more and more engines failing, 50% of its capacity was grounded. This resulted in Go Air having to sustain itself on 50% of revenue and 100% of costs.

Protracted discussions and negotiations with P&W with the promise of supply of engines did not materialise, leading to the dispute between the airline and its engine supplier. With this, the financial situation of the Go Air deteriorated, despite the support provided by the promoters, including your Company, as well as the support by the Banks under the Emergency Credit Line Guarantee Scheme (ECLGS).

Despite Go Airs best efforts, it was left with no option but to file an application for International Arbitration with the Singapore International Arbitration Centre in terms of its contract. An Emergency Arbitrator after hearing the parties ordered the supply of engines so that 5 aircraft would be airworthy by May23 with a further 5 aircraft per month, resulting with the full fleet flying by September23.

Unexpectedly P&W, a subsidiary of Raytheon Corporation, though having submitted themselves to International Arbitration before the Emergency Arbitrator refused to honour and execute the Emergency Arbitrators award. Go Air moved the arbitrator for the second time, who reaffirmed his earlier award and order. Unfortunately, P&W again refused to abide by the award of the International Arbitrator, which forced Go Air to move the US courts for execution of the arbitration order.

These actions seriously damaged the financials of the airline, with more engines failing and lessors demanding return of their aircrafts on account of the fact that P&W was not providing the engines required to sustain the airline. Considering all the above facts and circumstances, the Board of Go Air decided to file an application before the National Company Law Tribunal (NCLT) for initiation of Corporate Insolvency Resolution Process (CIRP), grant of an interim moratorium for Go Air to preserve the assets of Go Air and to keep it as a Going Concern in the larger public interest.

The NCLT vide its order admitted the application of Go Air under section 10 of IBC, 2016 and further ordered as under:

"As a necessary consequence, the moratorium in terms of Section 14(1)

(a), (b), (c), & (d) is declared, and the following prohibitions are imposed:

(a) The institution of suits or continuation of pending suits or proceedings against the Corporate Debtor including the execution of any judgment, decree or order in any court of law, tribunal, arbitration panel or other authority;

(b) Transferring, encumbering, alienating, or disposing of by the Corporate Debtor any of its assets or any legal right or beneficial interest therein;

(c) Any action to foreclose, recover or enforce any security interest created by the Corporate Debtor in respect of its property including any action under the Securitization and Reconstruction of Financial Assets and Enforcement of Security Interest Act, 2002;

(d) The recovery of any property by an owner or lessor, where such property is occupied by or in the possession of the Corporate Debtor.

NCLT also appointed Interim Resolution Professional (IRP) and ordered that the IRP will ensure to take all necessary steps including execution of arbitral award to keep Go Air as a Going Concern and run its services smoothly.

It is hoped that with the order of the NCLT, the Interim Resolution Professional and the outcome of the arbitration and proceedings in the US court, the airline will receive engines and retain its aircraft. This will enable it to revive itself and participate in what is now a profitable growing aviation sector.

Meanwhile, in keeping with prudent accounting standards, the investments and financial obligations whether direct or otherwise, have been fully provided for both in Standalone and Consolidated Accounts - details of the provisions appear in the Notes of the Accounts.

It may be mentioned that some of the [lessors] moved the National Company Law Appellate Tribunal, which has refused to interfere with the NCLT Order.

f) Share Capital

The issued, subscribed and paid-up Share Capital of the Corporation stood at Rs. 1,395.44 lakh as at 31 March 2023 comprising of 6,97,71,900 Equity Shares of Rs. 2 each fully paid-up. There was no change in share capital during the year under review.

g) Non-Convertible Debentures

i. The Corporation during the year under review, issued below mentioned Secured Unlisted Redeemable Non-Convertible

Debentures (NCDs) on a private placement basis.

Sr. No.

Name of the Instrument

Issue Size (in Rs)

Allotment date

Redemption date

Rate of Interest

1

500 Fully paid, rated, secured, unlisted, redeemable, NonConvertible Debentures of the face value of 10,00,000/- each, having ISIN INE050A07071

50 Crs

28-03-2023

23-04-2024

9.25% p.a payable quarterly

ii) During the year under review, the Corporation has redeemed the following NonConvertible Debentures:

Sr. No.

Name of the Instrument

Issue Size (in )

Allotment date

Redemption date

Rate of Interest

1

Series A - Senior Secured Rated Listed Redeemable Non-Convertible Debentures of the face value of Rs. 10,00,000/- each, having ISIN INE050A07022

50 Crs.

30-04-2020

30-04-2022

8.80% p.a.p.q.

2

12,500 Senior Secured, Rated, Listed, Principal Protected, Redeemable, Market Linked NonConvertible Debentures of the face value of Rs. 1,00,000/- each, having ISIN INE050A07055

125 Crs

30-03-2021

29-03-2023

Coupon amount paid on due date.

The above NCDs were listed on Wholesale Debt Market (WDM) Segment of BSE Limited.

iii) The Corporation has also redeemed the following NCDs in April 2023 out of sale proceeds from Coffee Estates:

Sr. No.

Name of the Instrument

Issue Size (in )

Allotment date

Redemption date

Rate of Interest

1.

Rated, Secured, Senior, Listed, Transferable, Redeemable, Principal Protected Market Linked Non-Convertible Debentures of the face value of Rs. 10,00,000/- each, having ISIN INE050A07063

50 Crs

25-10-2021

24-01-2024

Coupon amount paid on redemption

2.

Series B Senior Secured Rated Listed Redeemable Non-Convertible Debentures of the face value of Rs. 10,00,000/- each, having ISIN INE050A07030

50 Crs

30-04-2020

30-04-2023

8.80% p.a.p.q.

3.

Senior Secured Rated Listed Redeemable Non-Convertible Debentures of the face value of Rs. 10,00,000/- each, having ISIN INE050A07048

75 Crs

28-09-2020

28-09-2023

8.80% p.a.p.q.

h) Dividend

Your Directors are pleased to recommend a dividend of Rs. 1.20 per share of the face value of Rs. 2 each (previous year Rs. 1.20 per share). The dividend, if approved by the shareholders at the ensuing Annual General Meeting, will be paid to those shareholders whose names appear in the Register of Members of the Corporation as on the Book Closure Date. The total dividend payout amounts to Rs. 837 lakhs.

i) Secretarial Standards

The Directors state that applicable Secretarial Standards, i.e. SS-1 and SS-2, relating to Meetings of the Board of Directors and General Meetings, respectively, have been duly complied with.

j) Reserves

Your Company does not propose to transfer any amount to the reserves for financial year 2022-23.

k) The change in the nature of business, if any

There is no change in Nature of business except that the Corporation has divested the coffee business for economic reasons.

l) A statement regarding opinion of the Board with regard to integrity, expertise and experience (including the proficiency) of the Independent directors appointed during the year

The Board is satisfied of the integrity, expertise and experience (including proficiency in terms of section 150(1)

of the Companies Act, 2013 and applicable rues thereunder) of all Independent Directors on the Board. In terms of section 150 read with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014 Independent Directors of the Company have already undertaken requisite steps towards the inclusion of their names in the databank of Independent Directors maintained with the Indian Institute of Corporate Affairs.

II CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Information pertaining to conservation of energy, technology absorption, and foreign exchange earnings and outgo in accordance with the provisions of clause (m) of sub- section (3) of Section 134 of the Companies Act, 2013, read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is appended as Annexure A to this Report.

III. DIRECTORS

a) Appointment / Re-appointment

Non-Executive Director

In accordance with the applicable provisions of the Companies Act, 2013 (the Act) and the Articles of Association of the Corporation, Mr. Nusli N. Wadia, Chairman & Non-Executive Director, retires by rotation at the ensuing Annual General Meeting (AGM) and being eligible, offers himself for reappointment.

Independent Directors

During the year under review, there was change in the composition of the Board of Directors.

Mrs. Chandra Iyengar (DIN: 02821294), was appointed as an Additional Director in the category of Non-Executive Independent Woman Director of the Corporation by the Board on the recommendation of Nomination and Remuneration Committee of the Board with effect from 23rd November, 2022. The Members of the Corporation have approved the appointment of Mrs. Chandra Iyengar as the Independent Women Director of the Corporation vide resolution passed with requisite majority through postal ballot by the members on 20th February, 2023.

Mrs. Gauri Atul Kirloskar (DIN: 03366274), Independent Woman Director of the Corporation resigned from the Board of Directors of the Corporation with effect from 9th January, 2023.

b) Declaration by Independent Directors

The Corporation has received declarations from all the Independent Directors confirming that they meet the criteria of independence as prescribed both under the Act and the SEBI (LODR) Regulations, 2015.

c) Board Evaluation

Pursuant to the applicable provisions of the Act and Regulation 19 of the SEBI (LODR) Regulations, 2015, the Board undertook an annual performance evaluation of its performance and that of its Committees viz. Audit Committee, Stakeholders Relationship Committee, Nomination and Remuneration Committee, CSR Committee, Risk Management Committee and of the individual Directors. The manner in which the evaluation was carried out has been explained in the Corporate Governance Report.

d) Nomination and Remuneration Policy

The Board, on the recommendation of the Nomination & Remuneration Committee, has formulated a Policy for the remuneration of Directors and Senior Management. Brief details of the Policy are provided in the Corporate Governance Report and also posted on the website of the Corporation at www. bbtcl.com/policies.

e) Directors Responsibility Statement

Pursuant to Section 134(5) of the Companies Act, 2013 (the Act), the Directors, to the best of their knowledge and ability, confirm that:

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

ii) 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 Corporation at 31 March 2023 and of the profit/loss of the Corporation for the year ended on that date;

iii) 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 Corporation and for preventing and detecting fraud and other irregularities;

iv) they have prepared the annual accounts on a going concern basis;

v) they have laid down internal financial controls to be followed by the Corporation and that such internal financial controls are adequate and were operating effectively; and

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

Based on the framework of internal financial controls and compliance systems established and maintained by the Corporation, reports of the internal, statutory, cost, and secretarial auditors duly reviewed by the management and the Board including the Audit Committee, the Board is of the opinion that the Corporations internal financial controls were adequate and operating effectively during the FY 2022-23.

IV. CORPORATE SOCIAL RESPONSIBILITY (CSR)

The Board has constituted a Corporate Social Responsibility (CSR) Committee comprising of three Directors of which one is an Independent Director. The CSR Policy of the Corporation and initiatives taken by the Corporation with respect to Corporate Social Responsibility during the year under review are in accordance with the Companies (Corporate Social Responsibility Policy) Rules, 2014. The requisite details are appended to this Report as Annexure B.

V. EMPLOYEES

a) Key Managerial Personnel

Pursuant to Section 203 of the Act, the Key Managerial Personnel of the Corporation are Mr. Ness Wadia, Managing Director and Mr. N. H. Datanwala, Chief Financial Officer. Mr. Sanjay Kumar Chowdhary, Company Secretary has resigned from the services of the Corporation with effect from 24th April 2023.

b) Particulars of Employees

The information as per Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is appended to this Report as Annexure C.

Having regard to the provisions of the first proviso to Section 136(1) of the Act, the Annual Report is being sent to the members and others entitled thereto, excluding the information on employees particulars as required under Rule 5(2) of the aforesaid Rules. The said information is available for inspection by the members at the Registered Office of the Corporation during business hours on working days up to the date of the ensuing Annual General Meeting. If any member is interested in obtaining a copy thereof, such member may write to the Corporation and the same will be furnished on request.

c) Disclosure on Sexual Harassment of Women at Workplace

The Corporation has zero tolerance for sexual harassment at workplace and has adopted a Policy on prevention, prohibition and redressal of sexual harassment at workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules thereunder for prevention and redressal of complaints of sexual harassment at workplace. The Corporation has not received any complaint on sexual harassment in FY 2022-23.

VI. MANAGEMENT DISCUSSION & ANALYSIS

In terms of the provisions of Regulation 34 of the SEBI (LODR) Regulations, 2015, the Management Discussion & Analysis forms part of the Annual Report.

VII. GOVERNANCE / SECRETARIAL

a) Corporate Governance Report

In accordance with the provisions of the SEBI (LODR) Regulations, 2015, a separate report on Corporate Governance along with the Certificate on compliance of the conditions of Corporate Governance as issued by the Company Secretary in Practice is appended to this Report as Annexure D.

b) Business Responsibility and Sustainability Report

Pursuant to Regulation 34(2)(f) of SEBI (LODR) Regulations, 2015, the Business Responsibility & Sustainability Report of the Corporation for the FY 2022-23 forms part of this Annual Report.

c) Annual Return

Pursuant to section 134(3)(a) and section 92(3) of the Companies Act, 2013 read with Rule 12(1) of the Companies (Management and Administration) Rules, 2014, a copy of the annual return is placed on the website of the Corporation and can be accessed at www.bbtcl.com/ investor-relations-annual-return/

d) Board Meetings:

During the year, eight Board Meetings were duly convened and held. The details of Board and its Committees meetings are given in the Corporate Governance Report that forms part of this Annual Report.

e) Whistle Blower Policy

The details of the Whistle Blower Policy are given in the Corporate Governance Report.

f) Related Party Transactions

The Corporation has formulated a Policy on Related Party Transactions which is disclosed on its website www.bbtcl. com/policies/

All transactions entered into with related parties as defined under the Act, Indian Accounting Standards (Ind AS 24) and Regulations 2(1)(zc) and 23 of the SEBI (LODR) Regulations, 2015 during the year under review, were in the ordinary course of business and on an arms length basis and did not attract the provisions of Section 188 of the Act. With regard to transactions with Related parties under the provisions of Regulation 23 of the SEBI (LODR) Regulations, 2015, prior approval of the Audit Committee was obtained wherever required.

During the year under review, the Corporation had not entered into any contract/ arrangement/transactions with related parties which could be considered as material in nature. Accordingly, there are no material related party transactions to be reported in Form AOC-2.

Disclosures pertaining to transactions with related parties are given in Note no.48 of the Notes forming part of the Standalone Financial Statements for the FY 2022-23.

g) Risk Management

Your Corporation has a well-defined risk management framework and organizational structure in place for managing and reporting risks periodically. The details of the Risk Management Committee are covered in the Corporate Governance Report.

h) Insurance

The Corporations plant and machinery, building, stocks and assets are adequately insured.

i) Particulars of Loans, Guarantees and Investments

The details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Act are given in Note No.46 forming part of the Standalone Financial Statements.

j) Significant & Material Orders Passed by the Regulators

Singampatti Land matter

Members are aware that the Corporation has been cultivating tea and carrying on all its plantation activities at Singampatti tea estate Tamil Nadu under a valid lease since 1929.

This lease land was classified as forest land by Tamil Nadu government in February 2018. Further, the said land has been classified as Tiger reserve under the Wildlife Protection Act, despite the fact that the Corporation has a bustling township on the said land. The Tamil Nadu government, however, upheld the lease rights and allowed the Corporation to continue its plantation activities. The Corporation is contesting these matters before the Madras High Court.

During the financial year 2018-2019, the Commissioner of Land Administration in Tamil Nadu passed an order cancelling the lease for violation of conditions with regard to the clearing of certain areas. The Corporation has challenged the said order before the Madras High Court by way of Writ. The said writ has been admitted and interim relief restraining the Government from interfering with lawful operations and ingress and egress by the Corporation.

Also, in February 2018, the Government authorities in Tamil Nadu demanded increased lease rental in respect of the lease land retrospectively from 1958 to 2018 amounting to Rs. 22,396 lakh. In January 2019, a further demand of Rs. 796 lakh as increased rental for the year 2019 was also raised. The Corporation has challenged both these demands by way of Writ Petition before Madras High Court. The said Writs have been admitted and stay has been granted.

While all these matters are pending before the court, the operations at Singampatti have been ongoing and continuing.

There are no other significant and material orders passed by the Regulators or Courts or Tribunals impacting the going concern status and the Corporations operations in future.

VIII. AUDITORS

a) Statutory Auditors

At the 155th Annual General Meeting ("AGM") held on 24th July, 2020, Members had appointed M/s Walker Chandiok & Co. LLP, Chartered Accountants (Firm Registration No. 001076N/ N500013) as Statutory Auditors of the Corporation, for a period of five (5) consecutive years from the conclusion of the 155th AGM till the conclusion of 160th AGM of the Corporation to be held in the year 2025.

b) Cost Audit

In terms of Section 148 of the Act, the Company is required to maintain cost records and have the audit of its cost records conducted by a Cost Accountant. Cost records are prepared and maintained by the Company as required under Section 148(1) of the Act. The Board of Directors, on the recommendation of the Audit Committee, appointed M/s GLS & Associates (GLS) as Cost Auditors of the Plantations and Electromags

Division of the Corporation for FY 2023-24 at a remuneration of Rs. 2,50,000/- plus taxes as applicable and reimbursement of actual out of pocket expenses. The remuneration payable to them is required to be ratified by the shareholders at the ensuing Annual General Meeting.

The Cost Audit Report for the FY 21-22 was filed with the Ministry of Corporate Affairs on 9th November, 2022.

c) Secretarial Audit

Pursuant to the provisions of Section 204 of the Act read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Corporation appointed Mr. Tushar Shridharani, Practicing Company Secretary as Secretarial Auditor for FY 2022-23. The Secretarial Audit Report does not contain any qualification, reservation, or adverse remark. The Report of the Secretarial Auditor is appended as Annexure E.

d) Reporting of Frauds by Auditors

During the year under review, the Statutory Auditors, Cost Auditors and Secretarial Auditor have not reported any instances of frauds committed in the Corporation by its Officers or Employees to the Audit Committee under section 143(12) of the Companies Act, 2013, details of which needs to be mentioned in this Report.

e) Auditors Qualifications

Statutory Auditors Report, Cost Auditors Report and Secretarial Auditors Report do not contain any qualification, reservation or adverse remarks on Standalone Financial Statements.

However, the statutory Auditors Report on Consolidated Financial Statements contains qualified opinion on the matters pertaining to unavailability of audited/ reviewed financial results of Go Airlines for the period from 1st January, 2023 to 31st March, 2023. The qualifications are self-explanatory.

IX. DEPOSITS

Your Corporation has not accepted during the year any deposits from the public or its employees within the meaning of section 73 of the Act read with the Companies (Acceptance of Deposits) Rules, 2014.

X. INTERNAL FINANCIAL CONTROLS

Your Corporation maintains adequate and effective internal control systems which are commensurate with the nature, size, and complexity of its business and ensures orderly and efficient conduct of the Corporations business. The internal control systems in all Divisions of the Corporation including the Corporate office are routinely tested and verified by independent Internal Auditors and significant audit observations and follow-up actions are reported to the Audit Committee. The Audit Committee reviews the adequacy and effectiveness of the Corporations internal control requirement and monitors the implementation of audit recommendations.

Your Corporation has in place adequate Internal Financial Controls with reference to Financial Reporting which ensure adherence to the Corporations policies, safeguarding of its assets, maintaining proper accounting records, and providing reliable financial information. During the year, such controls were tested and no reportable material weaknesses in design or operation were observed.

XI. OTHERS

Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions pertaining to these items during the year under review:

1. Details relating to deposits covered under Chapter V of the Act.

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

3. Issue of Shares (including Sweat Equity Shares) to employees of the Company under any Scheme.

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

5. The Corporation does not have any scheme of provision for the purchase of its own shares by employees or by trustees for the benefit of employees.

XII.ACKNOWLEDGEMENTS

Your Directors thank all Customers, Shareholders, Suppliers, Bankers, Employees and other business associates for their continued support.

On behalf of the Board

Nusli N Wadia

Chairman
(DIN: 00015731)
Mumbai, 26th May, 2023