Directors Report of Bharat Bijlee Ltd.

Mar 31, 2025

The Directors are pleased to present their 78^th Annual
Report on the business and operations of the Company
together with the Audited Accounts for the financial year
ended March 31, 2025.

GENERAL OUTLOOK OF INDUSTRY AND ECONOMY:

The global economy, which entered 2025 on a strong
note of resilience, is caught in a storm of escalating trade
tensions and a heightened wave of uncertainty around the
scope, timing, and intensity of tariffs. What is more certain,
however, is that trade wars and escalating tariffs could
have a deleterious impact on growth and fuel inflation,
not just in the countries directly involved but for the global
economy as a whole. The Indian economy continues to
demonstrate resilience in this turbulent global environment,
as the growth momentum is supported by robust sectoral
performance and improving consumption trends.

The India Manufacturing Purchasing Managers’ Index (PMI)
recovered in H2:2024-25 above 50 signaling sustained
growth.

According to a May 2025 Press Note from the National Statistical
Office - Ministry of Statistics & Programme Implementation,
gross fixed capital formation (GFCF) in 2024-25 expanded by
7.1% on the back of 9% in 2023-24, thus improving its share
of GDP to 33.7% from 33.5%. Real GDP has been estimated
to grow by 6.5% in FY 2024-25. Nominal GDP has witnessed
a growth rate of 9.8% in FY 2024-25.

The Indian economy recorded a sequential pick-up in growth
during Q3:2024-25 driven by private consumption and
government spending. Supply chain pressures remained
below historical average levels, despite a marginal uptick in
February. Base metal prices increased in February and early
March, supported by expectations of additional stimulus in
China and weakening of the US dollar.

Globally policymakers are now walking a tightrope,
having to balance the upward strain of rising prices on
account of tariffs and currency depreciation, as well
as the downward pressure on inflation from economic
slowdown. Domestically, macroeconomic fundamentals
remain strong, and economic growth is poised to
sustain momentum driven by robust domestic demand,
steady investment activity, and ongoing policy-driven
infrastructure development along with a pick-up in
government spending. Although volatility in commodity
prices and weather anomalies remain potential upside
risks to the overall inflation outlook.

Central banks have either lowered their policy rates or
maintained a status quo in their latest policy meetings. The
Indian economy recorded a sequential pick-up in growth
during Q3:2024-25 and Q4:2024-25 driven by private
consumption and government spending.

Your Company is making substantial investments in newer
and efficient products and capacities to seize opportunities
in the market, and consolidate its market position in
mainstay product verticals.

FINANCIAL PERFORMANCE:

	Year ended March 31, 2025	Year ended March 31, 2024
Sales and Services	1901.69	1872.48
Other Income	43.46	38.25
	1945.15	1910.73
Profit/(Loss) before Interest & Financial Charges, Depreciation, Exceptional items and Tax	210.79	210.12
Less: Interest and Financial Charges	12.48	20.61
Less: Depreciation	19.29	15.44
Profit before Tax	179.02	174.07
Less: Provision for Taxation	45.37	42.63
Profit after Taxation	133.65	131.44
Add: Profit Brought Forward	434.05	326.63
(Less) / Add: Other Comprehensive Income arising from re-measurement of Defined Benefit Plan (net of tax)	(5.78)	(1.41)
Net Surplus available for Appropriation	561.92	456.66
Less: Dividend on Equity shares	(39.56)	(22,61)
Profit Carried Forward	522.36	434.05

DIVIDEND:

Your Directors are pleased to recommend a Dividend of
'' 35/- (Rupees Thirty Five only) per fully paid-up equity share
of Face Value of '' 5/- (Rupees Five only) each, i.e., @ 700%,
for the Financial Year 2024-2025, subject to approval of the
Members at the ensuing 78^th Annual General Meeting (AGM)
of the Company.

The total cash out flow on account of payment of
Dividend for the year (if approved) will involve a sum of
'' 39,56,09,200/- (Rupees Thirty Nine Crore Fifty Six Lakhs
Nine Thousand Two Hundred only).

The Dividend on equity shares, as recommended by the
Board of Directors, if declared at the 78^th AGM, will be paid
to the Shareholders whose names appear in the Register of

Members of the Company as on record date i.e., Thursday,
September 04, 2025, upon close of business hours and
in respect of shares held in dematerialized form, it will
be paid to Shareholders whose names are furnished by
National Securities Depository Limited (NSDL) and Central
Depository Services (India) Limited (CDSL), as the beneficial
owners as on that date.

In terms of the provisions of the Income-tax Act, 1961,
dividends paid or distributed by the Company shall be
taxable in the hands of the Shareholders. Your Company
shall, accordingly, make the payment of the proposed
dividend for the year ended March 31, 2025 after deduction
of tax at source.

DIVIDEND DISTRIBUTION POLICY:

The Company forms part of the List of Top 1000 listed entities,
based on Market Capitalisation, as on March 31, 2025. In
view thereof, pursuant to the provisions of Regulation 43A of
the SEBI (Listing obligations and Disclosure Requirements)
Regulations, 2015 (including amendments) (“the Listing
Regulations”), the Dividend Distribution Policy is available
on the Company’s Website at https://www.bharatbiilee.com/
media/20440/bbl div-dist-policv 04082021.pdf.

The said Policy lays down various factors which are
considered by the Board while recommending the dividend
for the year.

SHARE CAPITAL:

The paid-up share capital of the Company as on March 31,
2025 was '' 5,65,15,600/-, divided into 1,13,03,120 equity
shares of face value '' 5/- (Rupees Five only) each, fully
paid-up.

On and from April 24, 2024, i.e. “the Record Date”, the
equity shares of the Company have been sub-divided, such
that, 1 (One) Equity Share of face value of '' 10/- (Rupees
Ten only) each, fully paid up, was sub-divided into 2 (Two)
Equity Shares of face value of '' 5/- (Rupees Five only)
each, fully paid up, ranking pari-passu in all respects.

Other than the aforementioned, there is no change in the
capital structure since the previous year.

OPERATIONS:

Income from Sales and Services for the Company, at
'' 1,901.69 crores (compared to '' 1,872.48 Crores in the
previous year), was higher by 1.56%. The profit before tax
was higher by 2.84%, from '' 174.07 Crores in the previous
year, at '' 179.02 Crores.

FINANCE:

The finance cost for the year decreased by 39.45% to
'' 12.48 Crores compared to '' 20.61 Crores in the previous
year due to effective working capital management. The free
reserves of the Company as on March 31, 2025 increased
by '' 88.31 Crores to '' 767.07 Crores.

The credit rating for the bank facilities enioyed by the
Company has been continuing at ICRA AA- (Stable) (Long
Term) and ICRA A1 (Short Term).

HUMAN RESOURCES AND EMPLOYEE RELATIONS:

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

Employee strength as on March 31, 2025 was 1,892 as
compared to 1,806 in the previous year.

SUBSIDIARY / JOINT VENTURE / ASSOCIATE COMPANIES:

The Company has no Subsidiary / Joint Venture / Associate
Companies during the financial year ending March 31,2025.
Accordingly, a Statement under the provisions of Section
129(3) of the Companies Act, 2023 (“the Act”), containing
salient features of the financial statements of the Company’s
subsidiary(ies) in Form AOC-1 is not enclosed.

DEPOSITS:

The Company has not accepted / renewed any fixed
deposits from the public or the Members, within the
meaning of Section 73 read with Chapter V of the Act,
and the Companies (Acceptance of Deposits) Rules,
2014, during the financial year 2024-2025, and as such,
no amount of principal or interest on deposits from public
or the Members, was outstanding as of the Balance Sheet
date.

DISCLOSURE OF INTERNAL FINANCIAL CONTROLS:

The Internal Financial Controls framework as designed
and implemented by the Company is adequate and
commensurate with the size, scale and complexity of its
operations. The framework has been designed to provide
reasonable assurance with respect to recording and
providing reliable financial and operational information,
complying with applicable laws, safeguarding of assets,
transactional controls and ensuring compliance with the

Company’s policies & procedures. The internal controls
are tested for adequacy, efficiency and effectiveness
through audits by the in-house internal audit department
and the observations, corrective and preventive actions are
reviewed by the management and Audit Committee of the
Board of Directors. During the financial year under review,
no material weakness in the design or effectiveness was
observed.

The framework on Internal Financial Controls over Financial
Reporting has been reviewed by the internal and the external
auditors and concluded to be adequate and effective as at
March 31, 2025.

PARTICULARS OF CONTRACT OR ARRANGEMENT
WITH RELATED PARTIES:

All contracts / arrangements / transactions entered by
the Company during the Financial Year 2024-2025, with
Related Parties, as defined under Section 188 of the Act
and the Rules made there under and as per the applicable
provisions of the Listing Regulations, were in the ordinary
course of business and on arm’s length basis.

Further the Company has not entered into material related
party transactions as defined under Section 2(76) of the
Act and Regulation 2(zb) of the Listing Regulations, during
the Financial Year under review. Accordingly, disclosure
of Related Party Transactions as required under Section
134(3)(h) of the Act read with the Companies (Accounts)
Rules, 2014, in Form AOC -2, is not annexed to this Report.

As per the Related Party Transactions Policy, all related
party transactions are placed before the Audit Committee
and also before the Board for approval. Prior omnibus
approval of the Audit Committee is obtained on yearly
basis for transactions which could be foreseen and are of
repetitive nature for a period of one year. During the year
under review, the Related Party Transactions entered into,
pursuant to the omnibus approval so granted for review,
are placed before the Audit Committee on a quarterly basis.

Your Company has in place a Policy on Related Party
Transactions. The Audit Committee reviews this Policy from
time to time, to ensure that the same is in line with the
provisions of applicable law.

In conformity with the requirements of the Act and the
Listing Regulations, the weblink of the Policy is https://
www.bharatbiilee.com/media/21035/bbl related-party-
transactions-policy.pdf.

The details of transactions with related parties are provided
under Note No. 34 of the Financial Statements.

PARTICULARS OF LOANS, GUARANTEE, INVESTMENTS
AND SECURITIES:

Particulars of loans given, guarantees provided or
investments made by the Company, wherever applicable,
during the financial year under review, covered under the
provisions of Section 186 of the Act, have been given as
a part of the Financial Statements, which forms part of
this Annual Report. (Please refer Note No. 5 and 9 to the
Financial Statements).

BOARD OF DIRECTORS:

Retire by Rotation:

In accordance with the provisions of Section 152 of the
Act and the Articles of Association of the Company,
Mr. Nakul P Mehta (DIN: 00056561), Managing Director
and Mr. Prakash V. Mehta (DIN 00001366), Non-Executive
(Non-Independent) Director, on the Board of the Company,
being longest in the office, shall retire by rotation at the
ensuing 78^th AGM and being eligible, offers themselves for
their respective re-appointment.

Appointment / Cessation of Directors / KMP during the
period under review:

During the period under review, at the
77^th Annual General Meeting of the Company, held on
August 29, 2024, the Members, with requisite maiority,
based on the recommendation of Nomination and
Remuneration Committee as well as Board, approved:

1. the appointment of Mr. Joseph C. A. D’Souza (DIN:
00010576), Mr. Premal P. Madhavji (DIN: 02101791)
and Mr. Jehangir H. C. Jehangir (DIN 00001451), as
respective Independent Directors of the Company,
for a term of five (5) consecutive years, commencing
from September 09, 2024 to September 08, 2029;

2. the re-appointment of Mrs. Mahnaz A. Curmally
(DIN 06907271), Independent Director of the
Company, for a second term of five (5) consecutive
years, commencing from September 09, 2024 to
September 08, 2029;

3. the re-appointment of Mr. Shome N. Danani (DIN:
00217787), as the “Whole-time Director”, designated
as an “Executive Director”, of the Company, for a
further period of five (5) consecutive years with effect
from January 28, 2025 to January 27, 2030;

4. the appointment (re-designation) of Mr. Prakash
V. Mehta, Mr. Sanjiv N. Shah (DIN 00007211), Mr. Jairaj

C. Thacker (DIN 00108552) and Mr. Rajeshwar

D. Bajaaj (DIN 00087845), as respective Non-Executive
(Non-Independent) Directors, with effect from
September 09, 2024;

Further, at the said 77^th AGM, respective Special Resolutions
were passed, pursuant to Regulation 17(1A) of the Listing
Regulations, and other applicable provisions, if any, of the
Act, 2013 read with the rules framed thereunder, which
allows:

5. Mr. Jehangir H. C. Jehangir, who shall be attaining the
age of 75 years on November 23, 2028, to continue
as an Independent Director, on and after November
23, 2028 till the expiry of his term as an Independent
Director of the Company, i.e., upto September 08, 2029;

6. Mrs. Mahnaz A. Curmally, who has already attained
the age of 75 years, to continue as an Independent
Director, on and after September 09, 2024 till the
expiry of her second term as an Independent Director
of the Company, i.e. upto September 08, 2029;

7. Mr. Prakash V. Mehta, who has already attained the
age of 75 years, to continue as a Non-Executive
(Non-Independent) Director, on and after September
09, 2024, subject to retirement by rotation.

8. Mr. Jairaj C. Thacker, who shall be attaining the age
of 75 years on December 03, 2026, to continue as
a Non-Executive (Non-Independent) Director, on and
after December 03, 2026, subject to retirement by
rotation.

9. Mr. Rajeshwar D. Bajaaj, who has already attained
the age of 75 years, to continue as a Non-Executive
(Non-Independent) Director, on and after September
09, 2024, subject to retirement by rotation.

Accordingly, with the introduction of the new set of Independent
Directors as well as continuation and re-designation of the
former Independent Directors as Non-Executive Directors
(Non-Independent), the Board of Bharat Bijlee Limited, with
effect from September 09, 2024, is as under:

Sr. No.	Name of the Director	Category
1	Mr. Prakash V. Mehta	Chairman, Non-Executive (Non-Independent) Director
2	Mr. Nikhil J. Danani	Vice Chairman & Managing Director
3	Mr. Nakul P Mehta	Vice Chairman & Managing Director
4	Mr. Shome N. Danani	Whole-time Director
5	Mr. Sanjiv N. Shah	Non-Executive (Non-Independent) Director
6	Mr. Jairaj C. Thacker	Non-Executive (Non-Independent) Director
7	Mrs. Mahnaz A. Curmally	Independent Director
8	Mr. Rajeshwar D. Bajaaj	Non-Executive (Non-Independent) Director

Sr. No.	Name of the Director	Category
9	Mr. Joseph Conrad A. D’Souza	Independent Director
10	Mr. Premal P Madhavji	Independent Director
11	Mr. Jehangir H.C. Jehangir	Independent Director

None of the existing Directors of your Company are
disqualified under the provisions of Section 164(2)(a) and
(b) and Section 165 of the Act.

During the period under review, no Non-Executive
Director of the Company had any pecuniary relationship
or transactions with the Company.

Except as explained hereinabove, there were no changes in
Directorship of the Company as well as in Key Managerial
Personnel category during the period under review. As on
March 31, 2025, your Company had Eleven (11) Directors
consisting of Four (4) Independent Directors, including
one (1) Woman Director, Four (4) Non-Executive Directors
and Three (3) Executive Directors.

Necessary Resolutions relating to Directors who are
seeking re-appointment, as required under Regulation 36
of the Listing Regulations / SS-2, is disclosed as part of
the Notice dated July 23, 2025, of the ensuing 78^th AGM.

Declarations by Independent Directors:

The Company has received the necessary declarations from
each of the Independent Directors of the Company under
Section 149 of the Act and Regulation 25 of the Listing
Regulations, that they fulfil the requirements as stipulated
under Section 149(6) of the Act and Regulation 16(1)(b) of
the Listing Regulations along with Rules framed thereunder.

There had been no change in the circumstances affecting
their status as Independent Directors of the Company
to qualify themselves to be appointed as Independent
Directors under the provisions of the Act and the relevant
regulations.

The Independent Directors have given the declaration under
Rule 6(3) of the Companies (Appointment and Qualification
of Directors) Rules, 2014 confirming compliance with Rule
6(1) and (2) of the said Rules that their names are registered
in the databank as maintained by the Indian Institute of
Corporate Affairs (“IICA”).

Mrs. Curmally, Mr. D’Souza and Mr. Jehangir are exempt from
the requirement to undertake and pass the online proficiency
self-assessment test as per the proviso to Rule 6(4) of
Companies (Appointment and Qualification of Directors)

Rules, 2014. Mr. Madhavji has successfully qualified the said
online proficiency self-assessment test, on March 04, 2025.

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

Pursuant to the provisions of Regulation 34(3) read with
Schedule V of the Listing Regulations, the Company
has obtained a Certificate from M/s. N. L. Bhatia &
Associates, Practicing Company Secretaries, Mumbai
dated July 15, 2025, certifying that none of the Directors
of the Company have been debarred or disqualified from
being appointed or continuing as Directors of companies
by the Securities and Exchange Board of India (SEBI) or
by the Ministry of Corporate Affairs (MCA) or by any such
statutory authority.

KEY MANAGERIAL PERSONNEL:

As on the date of this Boards’ Report, the following
personnel have been designated as the Key Managerial
Personnel of the Company, in terms of provisions of Section
203 of the Act, read with the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014:

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

MEETINGS OF THE BOARD:

The Board of Directors oversees the overall functioning
of the Company and sets targets for future, lays down
strategies and action plan to achieve its Vision on a
collective basis.

The Meetings of the Board and its Committees are held
at regular intervals to discuss, deliberate and decide on
various business policies, strategies, governance, financial
matters and other businesses. Additional Meetings of the
Board are held, when deemed necessary by the Board.

Agenda of the Meetings and the supporting documents
and information are circulated to the Directors through a
secure IT platform, to ensure integrity and confidentiality of
data. The Agenda items are comprehensive and informative
in nature to facilitate deliberations and appropriate decision

making at the Board meeting. Presentations are made to
the Board on various functional and operational areas
of the Company as well as on major projects, financial
performance, etc

The Agenda placed before the Board inter-alia includes
all statutory, other significant and material information,
including the information mentioned in Regulation 17(7),
read with Part A of Schedule II of Listing Regulations.

During the financial year under review, Five (5) Board
Meeting were held, out of which One (1) Meeting dated
September 16, 2024 was held in person and rest of the
Four (4) were held through Video Conferencing. Details are
outlined herein under:

Sr. No.	Date on which Board Meetings were held	Total strength of the Board	No. of Directors Present
1	May 17, 2024	8	8
2	July 18, 2024	8	8
3	September 16, 2024	11	9
4	November 08, 2024	11	10
5	February 04, 2025	11	10

All recommendations made by the Board Committees were
duly accepted by the Board. Further, all decisions of the
Board were passed with unanimous consent and therefore
no dissenting views were captured and recorded as part of
the minutes.

Detailed information on the Board Meetings with regard to
dates and attendance of each of the Directors thereat have
been included in the Corporate Governance Report, which
forms part of this Board’s Report.

Further, pursuant to the requirements of Schedule IV to the
Act and Regulation 25(3) and 25(4) of the Listing Regulations,
a separate Meeting of the Independent Directors of the
Company was also held on February 04, 2025, without the
presence of Non-Independent Directors and members of the
management, to review the performance of Non-Independent
Directors and the Board as a whole, the performance of the
Chairperson of the Company, taking into account the views
of Executive Directors, Non-Executive Non-Independent
Directors and also to assess the quality, quantity and
timeliness of flow of information between the Company
management and the Board.

AUDIT COMMITTEE:

Effective from September 09, 2024, the Audit Committee
of the Board of the Company, was reconstituted. The
composition of the Audit Committee as on March 31, 2025
is as follows:

Sr. No.	Name of Member	DIN	Designation	Category
1	Mr. Joseph Conrad A. D’Souza	00010576	Chairman*	Independent Director
2	Mr. Sanjiv N. Shah	00007211	Member	Non-Executive (Non¬ Independent) Director
3	Mr. Premal P Madhavji	02101791	Member	Independent Director
4	Mr. Jehangir H.C. Jehangir	00001451	Member	Independent Director

‘appointed as Chairman of the Committee, with effect from.
September 30, 2024.

The Chairman of the Audit Committee was present at
the last Annual General Meeting of the Company held on
August 29, 2024.

The Company Secretary of the Company acts as a Secretary
to the Committee.

Mr. Prakash Mehta as well as Mr. Jairaj Thacker ceased to be
the Members of the Committee on closing business hours of
September 08, 2024, on account of their respective completion
of second term as Independent Directors and thereafter
re-designation as Non-Executive (Non-Independent) Directors
on the Board of the Company. Mr. Sanjiv Shah, ceased to be
the Chairman of the Audit Committee, on closing business
hours of September 08, 2024, on account of his completion of
his second term as Independent Director. He was re-appointed
as the Member of the Audit Committee, w.e.f. September 09,
2024, in the capacity as the Non-Executive (Non-Independent)
Director on the Board of the Company.

All the Members of the Committee are well versed with
finance, accounts, corporate laws and general business
practices. Mr. D’Souza, Chairman of the Committee, has
a Master’s Degree in Commerce, a Master’s Degree in
Business Administration and is a Senior Executive Program
(SEP) graduate of the London Business School,

All the Members have been appropriately notified about their
role and responsibilities, for being part of the Audit Committee
of the Board, in line with Part C of Schedule II read with
Regulation 18 as well as Regulation 23 Listing Regulations
and Section 177 of the Act and rules made there under.

The Committee acts as a link between the Statutory and
Internal Auditors and the Board of the Company. During the
Financial Year under review, all the recommendations made by
the Audit Committee were accepted by the Board of Directors.

The permanent invitees to the Committee Meetings are Chief
Financial Officer, Internal Auditor and the Statutory Auditors

of the Company. It is a practice of the Committee to extend
an invitation to the Managing Directors, Whole-time Director
and Cost Auditors to attend the Committee Meeting as and
when required.

The terms of reference of Audit Committee and other
details including number of Meetings held, are provided in
the Corporate Governance Report, which forms part of this
Board’s Report.

NOMINATION AND REMUNERATION COMMITTEE:

Effective from September 09, 2024, the Nomination and
Remuneration Committee (‘NRC’) of the Board of the
Company, was reconstituted. The composition of the NRC as
on March 31, 2025 is as follows:

Sr. No.	Name of Member	DIN	Designation	Category
1	Mrs. Mahnaz A. Curmally	06907271	Chairperson	Independent Director
2	Mr. Prakash V. Mehta	00001366	Member	Non-Executive (Non¬ Independent) Director
3	Mr. Joseph C. A. D’Souza	00010576	Member	Independent Director
4	Mr. Premal P. Madhavji	02101791	Member	Independent Director

Mr. Sanjiv Shah ceased to be the Chairman of the Committee
and Mr. Jairaj Thacker ceased to be the Member of the
Committee, on closing business hours of September 08,
2024, on account of their respective completion of second
term as Independent Directors and thereafter re-designation
as Non-Executive (Non-Independent) Directors on the Board
of the Company. Mr. Prakash Mehta ceased to be the Member
of the Committee, on closing business hours of September
08, 2024, on account of his completion of his second term as
Independent Director. He was re-appointed as the Member
of the Nomination and Remuneration Committee, w.e.f.
September 09, 2024, in the capacity as the Non-Executive
(Non-Independent) Director on the Board of the Company.

The Chairman of the Nomination and Remuneration
Committee was present at the last Annual General Meeting
of the Company held on August 29, 2024.

The Company Secretary of the Company acts as a Secretary
to the Committee.

All the Members have been appropriately notified about their
role and responsibilities, for being part of the Nomination
and Remuneration Committee of the Board, in line with

Part D(A) of Schedule II read with Regulation 19 of the
Listing Regulations and Section 178 of the Act and rules
made there under.

The terms of reference of the Committee and other details
including number of Meetings held, are set out in the
Corporate Governance Report, which forms a part of this
Boards’ Report.

The Company has no pecuniary relationship or transaction
with its Non-Executive and Independent Directors other than
payment of sitting fees to them for attending the Board and
Committee meetings.

The Company follows a Nomination and Remuneration
Policy in accordance with the provisions of the Act and the
Listing Regulations to ensure reasonableness and sufficiency
of remuneration to attract, retain and motivate competent
resources, a clear relationship of remuneration to performance
and a balance between rewarding short and long-term
performance of the Company. The said “Nominations
and Remuneration Policy” is available on the Company’s
website at, https://www.bharatbiilee.com/media/1208/bbl
nomination-and-remuneration-policy 27052021.pdf.

STAKEHOLDERS RELATIONSHIP COMMITTEE:

The Company’s Stakeholders’ Relationship Committee is
responsible for the satisfactory redressal of shareholders’/
investors’ complaints/ grievances pertaining to share
transfers / transmissions, non-receipts of annual reports,
issuance of duplicate shares, exchange of new share
certificates, recording dematerialization/ rematerialization
of shares and related matters.

Effective from September 09, 2024, the Stakeholders’
Relationship Committee (‘SRC’) of the Board of the
Company, was reconstituted. The composition of the SRC
as on March 31, 2025 is as follows:

Sr. No.	Name of Member	DIN	Designation	Category
1	Mr. Prakash V. Mehta	00001366	Chairman	Non-Executive (Non¬ Independent) Director
2	Mr. Rajeshwar D. Bajaaj	00087845	Member	Non-Executive (Non¬ Independent) Director
3	Mr. Joseph C. A. D’Souza	00010576	Member	Independent Director
4	Mr. Premal P Madhavji	02101791	Member	Independent Director

Mr. Prakash Mehta ceased to be the Chairman of the
Committee, on closing business hours of September 08, 2024,
on account of his completion of his second term as

Independent Director. He was re-appointed as the Chairman
of the Stakeholders’ Relationship Committee, w.e.f.
September 09, 2024, in the capacity as the Non-Executive
(Non-Independent) Director on the Board of the Company.
Mr. Sanjiv Shah ceased to be the Member of the Committee,
on closing business hours of September 08, 2024, on
account of his completion of second term as Independent
Directors and thereafter re-designation as Non-Executive
(Non-Independent) Director on the Board of the Company.

All the Members have been appropriately notified about
their role and responsibilities, for being part of the
Stakeholders’ Relationship Committee of the Board, in line
with Part D(B) of Schedule II read with Regulation 20 of the
Listing Regulations and Section 178 of the Act and rules
made there under.

The Chairman of the Stakeholders’ Relationship Committee
was present at the last Annual General Meeting of
the Company held on August 29, 2024, to answer the
shareholders queries.

Mr. Durgesh N. Nagarkar, the Company Secretary, is the
Compliance Officer under the Listing Regulations.

During the financial year under review, 6 complaints were
received and resolved. There are no complaints pending to be
resolved at the end of the year under review. The Company
has created a dedicated e-mail address: investorcare@
bharatbiilee.com exclusively for investors to enable them to
raise their grievances, if any. Dividend reconciliation requests
were duly acted upon by the Company.

The detailed terms of reference of the Committee and
other details including number of Meetings held, has been
provided in the Corporate Governance Report.

CORPORATE SOCIAL RESPONSIBILITY COMMITTEE:

Effective from September 09, 2024, the Corporate Social
Responsibility (CSR) Committee of the Board of the
Company, was reconstituted. The composition of the CSR
Committee as on March 31, 2025 is as follows:

Sr. No.	Name of Member	DIN	Designation	Category
1	Mr. Nakul P. Mehta	00056561	Chairman	Managing Director
2	Mr. Shome N. Danani	00217787	Member	Whole-time Director
3	Mr. Jairaj C. Thacker	00108552	Member	Non-Executive (Non¬ Independent) Director
4	Mrs. Mahnaz A. Curmally	06907271	Member	Independent Director

Mr. Jairaj Thacker ceased to be the Member of the CSR
Committee, on closing business hours of September 08,
2024, on account of his completion of second term as
Independent Director. He was re-appointed as the Member
of the CSR Committee, w.e.f. September 09, 2024, in the
capacity as the Non-Executive (Non-Independent) Director
on the Board of the Company.

All the Members have been appropriately notified about
their role and responsibilities, for being part of the CSR
Committee of the Board, in line with the provisions of Section
135 of the Act read with the Companies (Corporate Social
Responsibility Policy) Rules, 2014.

The Company Secretary of the Company acts as a Secretary
to the CSR Committee.

For the Financial Year 2024-2025, Company’s CSR
endeavors centered on initiatives pertaining to Education,
Livelihoods, Industrial Training and Skill Development
sectors. These are appended herein below:

1. Antarang Foundation

Through their CareerAware program, Antarang works
with students in the 10^th and 12^th standard to help
them understand careers best suited to their individual
talents, preferences and family situations. This program
makes students examine themselves carefully and
make informed, self-aware career choices.

Bharat Bijlee & Antarang Foundation -
CareerAware: Enabling Aspirational Career

Pathways Programme 2024-25

The CareerAware program was implemented for 8,188
students studying in 92 government schools in Mumbai
and Thane. The end-line assessment showed that 75%
of students rated the program 4 out of 5 for helping
them understand career paths and how to explore
them. 88% of planned parent sessions were completed
with 4,798 attendees. Facilitators received ongoing
support through monthly workshops, weekly check-ins,
and classroom observations, ensuring program quality.

Antarang supported the Maharashtra government in
establishing a Career Education Unit and contributed
to the design of a career education framework
for Grades 8-12, moving toward statewide
institutionalization.

2. Anubhuti Charitable Trust:

Anubhuti, led by a woman from a nomadic tribe,
works primarily with Nomadic & De-notified Tribes

(NT-DNT), Adivasi, SC, migrant, and rural and urban
poor populations with lenses of gender and social
justice. Anubhuti works closely with youth and
women living in resource-deprived urban and rural
communities in Mumbai.

Bharat Bijlee & Anubhuti Charitable Trust - Career
Leadership with Intersectional Marginalized Youth
Programme 2024-25

Anubhuti directly engaged with 1,626 youth and
12,000 indirectly, across four districts and multiple
cultural communities, focusing on NT-DNT and
ST youth. Several interventions were conducted,
including community and institutional training
programs, career fairs, staff training, student
conferences, career dialogues and educational visits
based on community needs. 25 youth and women
leaders from the communities were trained to drive
career leadership and resilience among vulnerable
youth.

Overall, with BB’s three-year support, Anubhuti has
catalyzed transformative change among NT-DNT
communities— enabling marginalized youth to access
higher education and inspiring families to prioritize
dignity and aspirations over traditional labour.
Community engagement has deepened, leading to
expanded work in civic access and transport.

3. Sar-La Education Trust (Unit: Lalji Mehrotra
Technical Institute):

The Trust’s focus lies in the area of vocational
education, technical education and skill development.

Bharat Bijlee & Sar-La Education Trust’s LMTI
Project 2024-25

I TI courses (Electrician, Technician Power Electronics
System, Lift & Escalator Mechanic & Electronics
Mechanic) were effectively conducted for 176
students. Evaluation of the students was done on
a monthly basis and progressive development was
mapped. Students participated in various industrial
visits and attended training programs, technical
exhibitions and webinars.

BBL also supported the development of the Electronics
Mechanic Lab at the LMTI campus in Jogeshwari,
which was inaugurated on February 27^th 2025 by
BBL internal CSR Committee in the presence of the
Trustee, Chairman, Dean, Principal, faculty of LMTI
and the students of our program.

4. Magic Bus India Foundation

Magic Bus India works with more than 4 lakh children
and 800,000 youth across 24 states of India, to move
them out of poverty. The childhood to livelihood
approach uses activity-based core life skills that
equips children and youth with skills and knowledge
they need while growing up.

Bharat Bijlee & Magic Bus India - Adolescent
Education Program for Life Skills with Community
Learning Centers 2024-25

3600 students studying in seven NMMC schools in
Navi Mumbai have been enrolled in the Adolescent
Education program. Life skills sessions were
conducted for all students as per the first year
curriculum. Of these, 1129 students were identified
for the Foundation and Numeracy Literacy (FNL)
aspect of the program, to provide additional academic
support.

Over 250 community/home visits were conducted
to deepen family engagement and improve tailored
support for students. Meetings with school principals
and teachers helped align goals, enhance cooperation,
and build trust. An employee engagement event
involving 25 BBL volunteers and 50 students of the
program fostered awareness and support for the
program’s life skills mission.

During the Financial Year under review :

i. Your Company was required to spend an amount
of '' 2,26,66,500/-, (Rupees Two Crores Twenty-
Six Lakhs Sixty-Six Thousand Five Hundred only),
(2% of the average net profits of last three financial
years) towards Corporate Social Responsibility (CSR)
activities; However, in the previous year, Company
had spent an excess amount of '' 680/- (Rupees Sixty
Hundred and Eighty only).

Hence the total amount required to be spent on
CSR activities in the Financial Year 2024-2025 was
'' 2,26,65,820/-, (Rupees Two Crores Twenty-Six Lakhs
Sixty-Five Thousand Eight Hundred and Twenty only).

ii. your Company for the Financial Year 2024-2025,
has spent an aggregate amount of '' 2,26,65,820/-,
(Rupees Two Crores Twenty-Six Lakhs Sixty-Five
Thousand Eight Hundred and Twenty only), for carrying
out a four (4) CSR Programmes, as mentioned in the
Annual Action Plan of the Company, for the Financial
Year 2024-2025, approved by the Board of Directors.

The Annual Report on CSR activities that includes
details about brief outline on CSR Policy developed and
implemented by your Company, Composition of CSR
Committee and CSR Initiatives taken during the Financial
Year 2024-2025, in accordance with Section 135 of the
Act and other details required to be disclosed as per the
format prescribed under the Companies (Corporate Social
Responsibility Policy) Rules, is set out at Annexure I,
forming part of this Board’s Report.

RISK MANAGEMENT COMMITTEE:

Effective from September 09, 2024, the Risk Management
Committee (‘RMC’) of the Board of the Company, was
reconstituted. The composition of the Risk Management
Committee as on March 31,2025 is as follows:

Sr. No.	Name of Member	DIN	Designation	Category
1	Mr. Sanjiv N. Shah	00007211	Chairman	Non-Executive (Non¬ Independent) Director
2	Mrs. Mahnaz A. Curmally	06907271	Member	Independent Director
3	Mr. Nikhil J. Danani	00056514	Member	Managing Director
4	Mr. Nakul P Mehta	00056561	Member	Managing Director
5	Mr. Shome N. Danani	00217787	Member	Whole-time Director
6	Mr. Yogendra S. Agarwal	-	Member	CFO

Mr. Sanjiv Shah ceased to be the Chairman of the
Committee, on closing business hours of September 08,
2024, on account of his completion of his second term
as Independent Director. He was re-appointed as the
Chairman of the Risk Management Committee, w.e.f.
September 09, 2024, in the capacity as the Non-Executive
(Non-Independent) Director on the Board of the Company.

All the Members have been appropriately notified about
their role and responsibilities, for being part of the Risk
Management Committee of the Board, in line with Part
D(C) of Schedule II read with Regulation 21 of the Listing
Regulations.

The Company Secretary of the Company acts as a Secretary
to the Risk Management Committee. Mr. Ramachandran

S. Nair, General Manager: Internal Audit and Mr. Umesh
S. Zende, Sr. General Manager: Cost & Management
Accounting, are the permanent Invitees to the Meeting.

The detailed terms of reference of the Committee and
other details including number of Meetings held, has been
provided in the Corporate Governance Report.

The “Risk Management Policy” is hosted on Company’s
Website at https://www.bharatbijlee.com/media/1206/bbl
risk-management-policy 04082021.pdf

EVALUATION OF DIRECTORS, COMMITTEE AND
BOARD:

Pursuant to the provisions of Section 178(2) the Act,
Regulation 17(10) of the Listing Regulations and the
Guidance Note issued by SEBI, the Board of Directors of the
Company, at its Meeting held on February, 04, 2025, through
Video Conferencing, evaluated the Annual Performance
of Individual Directors, Board as a whole, Independent
Directors and all the Committees of the Board viz., Audit
Committee, Nomination and Remuneration Committee,
Stakeholder Relationship Committee, Corporate Social
Responsibility Committee, Risk Management Committee
and Banking Committee on the basis of performance
evaluation criteria approved by the Nomination and
Remuneration Committee of the Company.

The criteria used for Performance Evaluation of the
Independent Directors covers the areas relevant to their
functioning as Independent Directors and is based on the
expectation that they are performing their duties in a manner
which should create and continue to build sustainable
value for shareholders and in accordance with the duties
and obligations imposed upon them.

Further, In accordance with the provisions of Schedule IV
of the Act and Regulation 25(3) of the Listing Regulations,
a separate Meeting of the Independent Directors of
the Company was held on February, 04, 2025, through
Video Conferencing, where the Independent Directors
of the Company assessed the annual performance of
Non-Independent Directors, Board and Chairman of the
Company, on the basis of performance evaluation criteria
approved by the Nomination and Remuneration Committee
of the Company.

Responses of the Directors were sought by way of a structured
questionnaire covering various aspects of the Board’s and
Committee’s functioning such as adequacy, effectiveness,
diversity etc of the Board and on the structure, composition
of Committees, attendance, participation, fulfillment of the
functions etc. The observation / outcome of the evaluation
was discussed and presented to the Chairman of the Board
at the Meeting held on February, 04, 2025.

There were no observations and actions pending to be
taken by the Company and the Board was satisfied with all
the processes being followed by the Management and is
hopeful in continuing the same good governance practices
in the Company.

BOARD DIVERSITY POLICY:

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

VIGIL MECHANISM POLICY:

Your Company believes in doing business with integrity and
displays zero tolerance for any form of unethical behavior.
Under the “Whistle Blower Policy”, in line with the provisions
of Section 178(9) of the Act read with Rule 7 of the
Companies (Meetings of Board and its Powers) Rules, 2014,
and Regulation 22 of the Listing Regulations, employees are
free to report any improper activity resulting in violation of
laws, rules, regulations, or code of conduct by any of the
employees to the Chairman of the Audit Committee.

During the financial year under review, no employee has
been denied access to the Chairman of the Audit Committee.
Also, Whistle blower complaints, if any and their redressal are
discussed at the meeting of Audit Committee of the Board.
During the financial year under review, no such complaints
were received.

Details of “Vigil Mechanism Policy” are available on the
internal employee portal as well as the website of the
Company, i.e., https://www.bharatbijlee.com/media/15062/
bbl whistle-blower-policy.pdf. The Policy provides that the
Company investigates such reported matters in an impartial
manner and takes appropriate action to ensure that requisite
standards of confidentiality, professional and ethical conduct
are always upheld.

PREVENTION OF SEXUAL HARRASSMENT AT
WORKPLACE:

Your Company gives prime importance to the dignity and
respect of its employees irrespective of their gender or
hierarchy and expects responsible conduct and behavior on
the part of employees at all levels.

To foster a positive workplace environment, free
from harassment of any nature, your Company has
institutionalized the ‘Policy for Prevention and Redressal of
Sexual Harassment’ in line with the requirements of Sexual
Harassment of Women at Workplace (Prevention, Prohibition
& Redressal) Act, 2013 (hereinafter referred as “the said Act”)
and Rules made there under, through which we address
complaints of sexual harassment at all workplaces of the
Company. The said policy has been uploaded on the internal
portal of the Company for information of all employees.

As per the provisions of Section 4 of the said Act, the
Board of Directors has constituted the Internal Complaints
Committee (‘ICC’) at the Registered Office, Works and at
all the Regional Offices of the Company to deal with the
complaints received by the Company pertaining to gender
discrimination and sexual harassment at workplace.

The ICC has been constituted covering the offices at Mumbai
/ Navi Mumbai, consisting of the following Members:

Sr. No.	Name of Officer	Designation	Position in Committee
1.	Ms. Aarti Madhankar	General Manager, Human Resources	Presiding Officer
2.	Mr. Durgesh N. Nagarkar	Company Secretary & Senior General Manager	Member
3.	Mr. Nitin R. Rathod	General Manager, Employee Relations	Member
4.	Ms. Kirti Kelkar	Business Controller - Motors	Member
5.	Ms. Renu Rao	General Manager- Business Solutions (Information Technology)	Member
6.	Mangala Ahire-Sarode	Mangalashray Samajik Sanstha (NGO Register under Maharashtra Public Trust Act 1950)	Member

Also, each branch of the Company, has its own ICC
consisting of officers from Serial no. 1, 3 and 4, as
mentioned herein above, along with two more members
employed at the branches, one of them consisting of a
woman employed in those respective branches.

Company had conducted a Training Session on “POSH
awareness”, wherein 45 Workmen have been covered in
the year 2024-2025.

Further, as per the provisions of Section 21 & 22 of the
said Act, the Report on the details of the number of cases
filed under Sexual Harassment and their disposal for the
financial year under review, is as under:

Sr.	No. of cases	No. of	No. of	No. of cases
No.	pending	complaints	complaints	pending
	as on the	filed during	disposed	as on the
	beginning of	the financial	during the	end on the
	the financial	year under	financial year	financial year
	year under review	review	under review	under review
1.	Nil	Nil	Nil	Nil

During the year under review, the Company has not received
any complaints under the Sexual Harassment of Women
at Workplace (Prevention, Prohibition and Redressal) Act,
2013. Accordingly, no complaints were pending or remained
unresolved for more than 90 days as on the end of the
financial year.

DIRECTORS’ RESPONSIBILITY STATEMENT:

In terms of Section 134(3)(c) read with Section 134(5) of the
Act, the Board of Directors hereby confirms that:

a. i n the preparation of the Annual Financial Statements
for the Year ended March 31, 2025, the Indian
Accounting Standards (Ind AS), the provisions of the
Companies Act, 2013, as applicable and guidelines
issued by the Securities and Exchange Board of
India (SEBI) have been followed along with proper
explanations relating to material departures, if any;

b. such accounting policies have been selected and
applied consistently and the Directors have made
judgments and estimates that are reasonable and
prudent so as to give a true and fair view of the state
of affairs of the Company as at March 31, 2025 and
of the Profit of the Company for the year ended on
that date;

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

d. the annual accounts of the Company have been
prepared on a going concern basis;

e. internal financial controls have been laid down to
be followed by the Company and that such internal
financial controls are adequate and were operating
effectively;

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

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

Pursuant to the provisions of Section 124 of the Act
and Investor Education and Protection Fund Authority
(Accounting, Audit, Transfer and Refund) Rules, 2016
(‘IEPF Rules’), (including any statutory modification(s)
/ re-enactment(s) / amendment(s) thereof, for the time
being in force), the dividend which remains unclaimed /
unpaid for a period of seven (7) years from the date of
transfer to the unpaid dividend account of the Company,
is required to be transferred to the Investor Education
and Protection Fund Authority (‘IEPF’) established by the
Central Government. Also, according to the IEPF Rules,
the shares in respect of which dividend has not been

claimed by the Shareholders for seven (7) consecutive
years or more, shall also be transferred to demat account
created by the IEPF Authority.

However, the Shareholders are entitled to claim their shares
including all the corporate benefits accruing on such shares,
if any, from the IEPF Authority by submitting an online
application in Form IEPF-5 and sending a physical copy of
the Form IEPF-5 duly signed by all the joint shareholders,
if any, as per the specimen signature recorded with the
Company along with requisite documents enumerated in the
Form IEPF-5, to the Company’s RTA. The Rules and Form
IEPF-5, as prescribed, for claiming back the shares, are
available on the website of the IEPF, i.e., on www.iepf.gov.in.

Please note, during the year under review, there was no
amount or share(s) which was required to be transferred
to the Investors Education and Protection Fund as per the
provisions of Section 125(2) of the Act, as the Company did
not declare a dividend for the F.Y. ended on March 31,2017.

The details of Nodal Officer of the Company, in line with
the provisions of IEPF Regulations are available on the
Company website and can be accessed through the link
: https://www.bharatbiilee.com/companv/investor-relations/
investor-contact/

PARTICULARS OF EMPLOYEES AND REMUNERATION:

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

CORPORATE GOVERNANCE:

Your Company upholds the standards of governance and
is compliant with the Corporate Governance provisions as
stipulated under SEBI Listing Regulations. A separate Report
on Corporate Governance is annexed as Annexure IV, and
forms integral part of this Board’s Report along with the
requisite Compliance Certificate as required under Part E of
Schedule V of the Listing Regulations, issued by Messrs N.
L. Bhatia and Associates, Practicing Company Secretaries,
Mumbai, Secretarial Auditors of the Company, pertaining to
the compliance of conditions of Corporate Governance.

MANAGEMENT DISCUSSION AND ANALYSIS (MDA)
REPORT:

Pursuant to Regulation 34(2)(f) read with Schedule
V of the Listing Regulations, a separate Report on

Management Discussion and Analysis (‘MDA’) forms part
of this Annual Report.

BUSINESS RESPONSIBILITY AND SUSTAINAIBILITY
REPORT:

In line with Regulation 34(2)(f) of the Listing Regulations, a
Business Responsibility and Sustainability Report (BRSR)
forms an integral part of this Boards’ Report, as Annexure VI.

STATUTORY AUDITOR AND THEIR REPORT:

Messrs Deloitte Haskins & Sells LLP, Chartered Accountants
(ICAI Firm Registration Number: 117366W/W-100018),
Mumbai, on the recommendation of the Audit Committee
and as approved by the Board, were appointed as Statutory
Auditors of the Company, at the 75^th Annual General
Meeting, of the Company, held on Wednesday, September
28, 2022, for a second (2^nd) term of five (5) consecutive
years, commencing from the conclusion of the 75^th Annual
General Meeting till the conclusion of the 80^th AGM of the
Company, at such remuneration plus applicable tax and
reimbursement of out-of pocket expenses incurred by them
during the course of audit, as Board of Directors / Audit
Committee may fix in this behalf.

OBSERVATIONS OF STATUTORY AUDITORS ON THE
FINANCIAL STATEMENTS FOR THE YEAR ENDED
MARCH 31, 2025:

The Auditor’s report given by Messrs Deloitte Haskins &
Sells, LLP, Statutory Auditors, on the Financial Statements
of the Company, for the year ended March 31, 2025, forms
part of the Annual Report. There has been no qualification,
reservation or adverse remark or any Disclaimer in their
Report.

REPORTING OF FRAUDS:

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

COMPLIANCE WITH SECRETARIAL STANDARDS ON
BOARD AND GENERAL MEETING:

Pursuant to Clause 9 of the Secretarial Standard - 1 (SS-1),
your Company has complied with applicable Secretarial
Standards issued by the Institute of Company Secretaries
of India, during the Financial Year under review.

SECRETARIAL AUDITORS AND THEIR REPORT:

Pursuant to the provisions of Section 204 of the Act and the
Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014, your Company had appointed Messrs
N. L. Bhatia & Associates, Practicing Company Secretaries,
Mumbai (Firm Registration No.: P1996MH055800), as its
Secretarial Auditors to undertake the secretarial audit of the
Company for the financial year 2024-2025.

The Report on Secretarial Audit for the financial year
2024-2025, in Form MR-3, as Annexure V, forms integral
part of this Board’s Report. There has been no qualification,
reservation or adverse remark or any Disclaimer in their
Report. The observation of the Secretarial Auditor in their
Report is self-explanatory.

Further, in terms of new Regulation 24A of SEBI Listing
Regulations, the Company is required to appoint
Secretarial Auditors for five (5) years with the approval
of its shareholders in the AGM. Board, based on the
recommendation of the Audit Committee at its Meeting
held on July 23, 2025 appointed, Messrs N L Bhatia &
Associates, Practicing Company Secretaries, Mumbai,
(Firm Registration No.: P1996MH055800), as the Secretarial
Auditors of the Company, for a term of five (5) consecutive
years i.e. from the financial year 2025-2026 till financial year
2029-2030, subject to the approval of the shareholders of
the Company. A Resolution to this effect is included in the
Notice of the ensuing 78^th Annual General Meeting, which
may kindly be referred for more details.

The proposed firm has given its consent cum eligibility
certificate confirming that the appointment, if made, would
be within the limits prescribed by Institute of Company
Secretaries of India (ICSI) for maximum number of
Secretarial Audits and that they are not disqualified to be
appointed as the Secretarial Auditors as required by SEBI
Listing Regulations. They have also provided confirmation
that they hold a valid certificate issued by the ‘Peer Review
Board’ of the ICSI.

COST AUDITORS AND THEIR REPORT:

Pursuant to the provisions of Section 148 of the Act read
with the Companies (Cost Records and Audit) Rules, 2014
(including any amendment(s), modification(s), variation
or re-enactment thereof for the time being in force), and
as per the recommendation of the Audit Committee, the
Board of Directors at its Meeting dated May 16, 2025, have
appointed Messrs P. M. Nanabhoy & Co., Cost Accountants
(Firm Registration No.: 000012), as the Cost Auditors of
the Company, for the Financial Year 2025-2026, to audit

the cost records of Electric Motors, Power Transformers,
Drives and Magnet Technology Machines, at a remuneration
as mentioned in the Notice of the 78^th AGM.

A Certificate from Messrs P. M. Nanabhoy & Co., has
been received to the effect that their appointment as Cost
Auditors of the Company, if made, would be in accordance
with the limits specified under Section 141 of the Act and
the Rules framed there under.

A Resolution seeking Member’s approval for the
remuneration payable to Cost Auditors forms part of the
Notice convening 78^th AGM of the Company and the same
is recommended for approval of Members.

The Cost Audit Report for the Financial Year ended March
31, 2024, issued by Messrs P. M. Nanabhoy & Co., Cost
Auditors, in respect of the various products prescribed
under Cost Audit Rules does not contain any qualification(s),
reservation(s) or adverse remark(s) and the same was filed
with the Ministry of Corporate Affairs on August 02, 2024.
The Cost Audit Report for the Financial Year ended March
31, 2025 will be filed with the Ministry of Corporate Affairs
within stipulated time.

DISCLOSURE UNDER INSOLVENCY AND BANKRUPTCY
CODE, 2016:

During the Financial Year under review, no Corporate
Insolvency Resolution Process (CIRP) was Initiated against
your Company, under the “Insolvency and Bankruptcy
Code, 2016” (IBC) (as amended).

EXTRACT OF ANNUAL RETURN:

Pursuant to amendment of Rule 12 of Companies
(Management and Administration) Rules, 2014 by MCA,
wherein, instead of attaching an extract of annual return
to the Directors’ Report, the Company can host a copy of
Annual Return on the website of the Company and a web
link of the same to be given in the Directors’ Report.

Accordingly, a copy of Annual Return for the financial year
ended March 31, 2025, is available on the website of the
Company at the below link: https://www.bharatbijlee.com/
company/investor-relations/disclosures/annual-return/.

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

The particulars as required under the provisions of Section
134(3) (m) of the Act read with Rule 8 of the Companies
(Accounts) Rules, 2014 in respect of conservation of

energy, technology absorption, foreign exchange earnings
and outgo etc. are furnished in Annexure III which forms
part of this Board’s Report.

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

Except as disclosed elsewhere in this Board’s Report, no
material changes and commitments which could affect the
Company’s financial position have occurred since the close
of the financial year, i.e., March 31, 2025, till the date of
this Board’s Report. Further, it is hereby confirmed that
there has been no change in the nature of business of the
Company.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY
THE REGULATORS OR COURTS OR TRIBUNAL:

For the year under review and till the date of this Board’s
Report, there are no significant and / or material orders
passed by the Regulator(s) or Court(s) or Tribunal(s)
impacting the going concern status of the Company and
its business operations in future.

DETAILS OF DIFFERENCE BETWEEN AMOUNT OF
THE VALUATION DONE AT THE TIME OF ONE TIME
SETTLEMENT AND THE VALUATION DONE WHILE
TAKING LOAN FROM THE BANKS OR FINANCIAL
INSTITUTIONS ALONG WITH THE REASONS THEREOF:

No one-time settlement has been undertaken by the
company; hence, this clause is not applicable.

STATEMENT WITH RESPECT TO THE COMPLIANCE
TO THE PROVISIONS RELATING TO THE MATERNITY
BENEFITS ACT, 1961:

We hereby confirm that our organization is in full compliance
with the provisions of the Maternity Benefit Act, 1961, and
subsequent amendments thereof. All female employees
are informed about their rights under the Maternity Benefit
Act at the time of joining and through regular internal
communications.

We affirm our commitment to fostering a workplace
environment that respects and upholds the statutory rights
of women employees under the Maternity Benefit Act, 1961.

GENERAL:

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

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

2. Issue of Shares (including sweat Equity shares) to
employees of the Company under any Scheme;

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

APPRECIATION:

The Board would like to express its appreciation to all
its employees for their sincere, unstinted dedication,
commitment and continued contribution in the performance
of the Company. The Directors place on record their sincere
appreciation for the assistance, guidance, and co-operation
provided by the Government of India and other regulatory
authorities. The Directors thank the financial institutions
and banks associated with the Company for their support
as well.

For and on behalf of the Board of Directors

Prakash V. Mehta
DIN 00001366
Chairman

Place: Mumbai
Date: July 23, 2025

---

Mar 31, 2024

The Directors are pleased to present their 77^th Annual Report on the business and operations of the Company together with the Audited Accounts for the financial year ended March 31, 2024.

GENERAL OUTLOOK OF INDUSTRY AND ECONOMY:

The India Manufacturing Purchasing Managers’ Index (PMI) remained above 50 through 2023-24, indicating stronger growth in output and new orders for both the manufacturing and service sectors.

According to a May 2024 Press Note from the National Statistical Office - Ministry of Statistics & Programme Implementation, gross fixed capital formation (GFCF) in 2023-24 expanded by 9% on the back of 11.2% in 2022-23, thus improving its share of GDP to 33.5% from 33.3%; real GDP grew by 8.2% in 2023-24, the highest globally for a major economy. However, the Reserve Bank of India still has the arduous task of tackling persistent core inflation while maintaining the growth momentum. Although private investment has revived, it is not broad-based yet, and the economy has been dependent mainly on government-led capital expenditure.

The rising PMI and other lead indicators suggest a resurgence of private investment and a revival of rural demand. The RBI expects that the economy will overcome the lower federal expenditure caused by the general elections, and will log a robust rate of growth, along with a narrower current account gap, on stronger-than-expected business momentum.

Your Company, through its persistent efforts and investments in newer and efficient products and capacities, is well positioned to seize opportunities in the domestic market, and has consolidated its market position in mainstay product verticals

FINANCIAL PERFORMANCE:

('' in Lakhs)

	Year ended March 31, 2024	Year ended March 31, 2023
Sales and Services	187,247.82	141,849.62
Other Income	3,825.27	2,906.39
	191,073.09	144756.01
Profit/(Loss) before Interest & Financial Charges, Depreciation, Exceptional items and Tax	21,012.84	14636.05
Less : Interest and Financial Charges	2,061.37	2206.80
Less : Depreciation	1,544.08	1293.35
Profit before Tax	17,407.39	11135.90
Less: Provision for Taxation	4,263.29	2813.59

	Year ended	Year ended
	March 31,	March 31,
	2024	2023
Profit/(Loss) after Taxation	13,144.10	8322.31
Add : Profit /(Loss) Brought Forward	32,662.77	26229.42
(Less) / Add: Other Comprehensive Income arising from re-measurement of Defined Benefit Plan (net of tax)	(141.39)	(193.49)
Net Surplus available for Appropriation	45,665.48	34358.24
Less: Dividend on Equity shares	(2,260.62)	(1695.47)
Profit Carried Forward	43,404.86	32662.77

Previous year’s figures have been regrouped for comparison purposes with current year’s presentation wherever necessary.

DIVIDEND:

Your Directors are pleased to recommend a Dividend of '' 35/- (Rupees Thirty Five only) per fully paid-up equity share of Face Value of '' 5/- (Rupees Five only) each, i.e., @ 700%, for the Financial Year 2023-2024, subject to approval of the Members at the ensuing 77^th Annual General Meeting (AGM) of the Company.

The total cash out f ow on account of payment of Dividend for the year (if approved) will involve a sum of '' 39,56,09,200/- (Rupees Thirty Nine Crore Fifty Six Lakhs Nine Thousand Two Hundred only).

The Dividend on equity shares, as recommended by the Board of Directors, if declared at the 77^th AGM, will be paid to the Shareholders whose names appear in the Register of Members of the Company as on cut-off date i.e., Thursday, August 22, 2024, upon close of business hours and in respect of shares held in dematerialized form, it will be paid to Shareholders whose names are furnished by National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL), as the beneficial owners as on that date.

In view of the changes made under the Income Tax Act, 1961, by the Finance Act, 2020, dividends paid or distributed by the Company shall be taxable in the hands of the shareholders and accordingly payment will be made after deduction of tax at source, if applicable.

SHARE CAPITAL:

The paid-up share capital of the Company as on March 31, 2024 was '' 5,65,15,600/-.

During the period under review, pursuant to the approval of the Members, with requisite majority, by way of Postal Ballot, through remote e-voting facility, on Thursday, March 21,2024, 1 (One) Equity Share of face value of '' 10/-(Rupees Ten only) each, fully paid up, was sub-divided into 2 (Two) Equity Shares of face value of '' 5/- (Rupees Five only) each, fully paid up, with effect from Wednesday, April 24, 2024 (the Record Date).

Consequent to the sub-division of equity shares, the Authorised Share Capital of the Company is '' 10,00,00,000/-(Rupees Ten Crores only) divided into 2.00,000. (Two Lakhs) 12% Non-convertible Redeemable Cumulative Preference Shares of Face Value of '' 100/- each and 1,60,00,000 (One Crore Sixty Lakhs) Equity Shares of Face Value of '' 5/- each amounting to '' 8,00,00,000/- (Rupees Eight Crores only).

Post sub-division, the Paid-up Equity Share Capital of the Company is '' 5,65,15,600/- divided into 1,13,03,120 equity shares of face value '' 5/- (Rupees Five only) each, fully paid-up.

Other than the aforementioned, there is no change in the capital structure since the previous year.

DIVIDEND DISTRIBUTION POLICY:

The Company forms part of the List of Top 1000 listed entities, based on Market Capitalisation, as on March 31, 2024. In view thereof, pursuant to the provisions of Regulation 43A of the SEBI (Listing obligations and Disclosure Requirements) Regulations, 2015 (including amendments) (“the Listing Regulations”), the Dividend Distribution Policy is available on the Company’s Website, the weblink of which is https://www.bharatbijlee.com/ media/20440/bbl div-dist-policy 04082021.pdf.

OPERATIONS:

Income from Sales and Services for the Company, at '' 187,247.82 lakhs (compared to '' 141,849.62 lakhs in the previous year), was higher by 32%. The profit before tax was higher by 56%, from '' 11,135.90 lakhs in the previous year, at '' 17,407.39 lakhs.

FINANCE:

The finance cost for the year decreased by 6% to '' 2,061.37 lakhs compared to '' 2,206.80 lakhs in the previous year due to effective working capital management notwithstanding the 32% growth in sales. The free reserves of the Company as on March 31, 2024 increased by '' 10,742.09 lakhs to '' 67,876.23 lakhs.

The credit rating for the bank facilities enjoyed by the Company has been upgraded to ICRA AA- (Stable) (Long Term) and ICRA A1 (Short Term).

With effect from 24^th April, 2024 (the Record Date), pursuant to the Board and the Shareholder’s approval, the equity shares of the Company were split / sub-divided such that

one (1) equity share having face value of '' 10/- (Rupees Ten only) each fully paid-up, was sub-divided into two (2) equity shares having face value of '' 5/- (Rupees Five only) each, full paid-up.

HUMAN RESOURCES AND EMPLOYEE RELATIONS:

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

Employee strength as on March 31, 2024 was 1,806 as compared to 1,656 in the previous year.

SUBSIDIARY / JOINT VENTURE / ASSOCIATE COMPANIES:

The Company has no Subsidiary / Joint Venture / Associate Companies during the financial year ending March 31, 2024. Accordingly, a Statement under the provisions of Section 129(3) of the Companies Act 2013 (“the Act”) containing salient features of the financial statements of the Company’s subsidiary(ies) in Form AOC-1 is not enclosed.

DEPOSITS:

The Company has not accepted / renewed any fixed deposits from the public or the Members, within the meaning of Section 73 read with Chapter V of the Act, and the Companies (Acceptance of Deposits) Rules, 2014, during the financial year 2023-2024, and as such, no amount of principal or interest on deposits from public or the Members, was outstanding as of the Balance Sheet date.

DISCLOSURE OF INTERNAL FINANCIAL CONTROLS:

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

The framework on Internal Financial Controls over Financial Reporting has been reviewed by the internal and the external auditors and concluded to be adequate & effective as at March 31,2024.

PARTICULARS OF CONTRACT OR ARRANGEMENT WITH RELATED PARTIES:

All contracts / arrangements / transactions entered by the Company during the Financial Year 2023-2024, with Related Parties, as defined under Section 188 of the Act and the Rules made there under and as per the applicable provisions of the Listing Regulations, were in the ordinary course of business and on arm’s length basis.

Further the Company has not entered into material related party transactions as defined under Section 2(76) of the Act and Regulation 2(zb) of the Listing Regulations, during the Financial Year under review. Accordingly, disclosure of Related Party Transactions as required under Section 134(3)(h) of the Act read with the Companies (Accounts) Rules, 2014, in Form AOC -2, is not annexed to this Report.

As per the Related Party Transactions Policy, all related party transactions are placed before the Audit Committee and also before the Board for approval. During the year under review, related party transaction pertaining a Contract / Agreement with Danmet Chemicals Private Limited (‘DCPL’), a Related Party, as defined under Section 2(76) of the Act, read with Regulation 2(1)(zb) of the Listing Regulations, by the Company, for the Sale of two (2) Motor Cars, was approved and recommended by the Audit Committee and subsequently approved by the Board of Directors, at its Meeting held on January 12, 2024.

Prior omnibus approval of the Audit Committee is obtained on yearly basis for transactions which could be foreseen and are of repetitive nature for a period of one year. During the year under review, the Related Party Transactions entered into, pursuant to the omnibus approval so granted for review, are placed before the Audit Committee on a quarterly basis.

Your Company has in place a Policy on Related Party Transactions. The Audit Committee reviews this Policy from time to time, to ensure that the same is in line with the provisions of applicable law.

In conformity with the requirements of the Act and the Listing Regulations, the weblink of the Policy is https:// www.bharatbijlee.com/media/21035/bbl related-party-transactions-policy.pdf.

The details of transactions with related parties are provided under Note No. 34 of the Financial Statements.

PARTICULARS OF LOANS, GUARANTEE, INVESTMENTS AND SECURITIES:

Particulars of loans given, guarantees provided or investments made by the Company, wherever applicable, during the f nancial year under review, covered under the provisions of Section 186 of the Act, have been given as a part of the Financial Statements, which forms part of this Annual Report. (Please refer Note No. 5 and 9 to the Financial Statements).

BOARD OF DIRECTORS:

Retire by Rotation:

In accordance with the provisions of Section 152 of the Act, and the Articles of Association of the Company, Mr. Nikhil J. Danani (DIN: 00056514), Managing Director of the Company, being longest in the office, shall retire by rotation at the ensuing 77^th AGM and being eligible, offers himself for re-appointment.

Appointment / Cessation of Directors / KMP during the period under review:

During the period under review, Mr. Nikhil J. Danani (DIN: 00056514) and Mr. Nakul P Mehta (DIN: 00056561), on the recommendation of Nomination and Remuneration Committee as well as Board, were re-appointed as Managing Directors of the Company, for a further period of five (5) years with effect from June 20, 2024 to June 19, 2029, in line with the provisions of Sections 196, 197, 198, 200 and 203 read with Schedule V of the Act, the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and other applicable provisions, if any, of the Act, and the Rules made thereunder. The respective re-appointments were approved by Members with requisite majority, vide Postal Ballot, through remote e-voting, on February 22, 2024.

Further, respective Special Resolutions were passed, pursuant to Section 196 (3) read with Part-I of Schedule V of the Act, vide Postal Ballot, through remote e-voting, on February 22, 2024, which allows Mr. Nikhil J. Danani (DIN: 00056514), to continue holding office of Managing Director, upto the expiry of his term of office, i.e. from June 20, 2024 to June 19, 2029 and Mr. Nakul P Mehta (DIN: 00056561), to continue holding office of Managing Director, upon attaining the age of 70 (Seventy) years on May 30, 2028, upto the expiry of his term of office, i.e. on and after May 30, 2028 to June 19, 2029, on the terms and conditions mentioned in their respective Special Resolutions.

Members are further informed that, the second term of Mr. Prakash V. Mehta (DIN 00001366), Mr. Sanjiv N. Shah (DIN 00007211), Mr. Jairaj C. Thacker (DIN 00108552) and Mr. Rajeshwar D. Bajaaj (DIN 00087845), as Independent Directors of the Company, shall end on closing hours of September 08, 2024.

In line with Regulation 17(1)(c) of the Listing Regulations, the Board of Directors of the Company shall comprise of at least six (6) Directors. Further, pursuant to Regulation 17(1 C) read with Regulation 25(2A) of the Listing Regulations, the appointment of Independent Director is required to be approved by the Members of the Company, by way of special resolution by next general meeting or within a period of three (3) months from the date of appointment, whichever is earlier.

With a view to comply with the above requirement and to have equitable representation together with smooth transition on the Board, and after a due veracity of the integrity, expertise and experience of Mr. Joseph Conrad Agnelo D’Souza, Mr. Premal Pradip Madhavji and Mr. Jehangir Hirji Cawasji Jehangir, in line with Rule 8(5) (iiia) of the Companies (Accounts) Rules, 2014, which aligns with the role and proficiency identified by the Nomination and Remuneration Committee (“NRC”), the Board of Directors at its Meeting held on July 18, 2024, based on the recommendation of the NRC, has approved and recommended to the Members of the Company, the appointment of Mr. Joseph Conrad Agnelo D’Souza (DIN: 00010576), Mr. Premal Pradip Madhavji (DIN: 02101791) and Mr. Jehangir Hirji Cawasji Jehangir (DIN 00001451), as respective Independent (Nonexecutive) Directors of the Company, not liable to retire by rotation, in accordance with the provisions of Section 149, 150, 152 of the Act read with Schedule IV to the Act and the Ruled made thereunder, the Listing Regulations and Articles of Association of the Company, for their respective term of five (5) consecutive years, commencing from September 09, 2024 to September 08, 2029. Accordingly, appropriate Resolutions (Item No. 4 to 6) are proposed for approval and necessary details are given in the Resolutions and Explanatory Statement in accompanying Notice dated July 18, 2024, convening ensuing 77^th AGM.

Further, as per Regulation 17(1A) of the Listing Regulations, no listed company shall appoint a person or continue the directorship of any person as a non-executive director who has attained the age of 75 (seventy five) years unless it is approved by the Members by passing a Special Resolution to that effect and justification thereof is indicated in the explanatory statement annexed to the Notice for such appointment.

Mr. Jehangir shall attain the age of 75 years on November 23, 2028 and hence continuation beyond 75 years requires the approval of Members by way of a Special Resolution. Accordingly, the NRC and the Board of Directors of the Company at their respective meetings held on July 18, 2024 have recommended to the Members, the continuation of office of Mr. Jehangir as an Independent Director of the Company, on and after November 23, 2028 till September 08, 2029.

Mr. D’Souza, Mr. Madhavji and Mr. Jehangir have declared that they meet the criteria of independence as laid down under Section 149(6) of the Act, along with the Rules framed thereunder and Regulation 16(1)(b) of the Listing Regulations.

Further, pursuant to Section 149 of the Act, and Regulation 25 of Listing Regulations, Mrs. Mahnaz A. Curmally (DIN 06907271), aged about 77 years, was appointed as Independent Directors of the Company, at the 72^nd Annual General Meeting of the Members of the Company, held on September 09, 2019, for a first term of five (5) consecutive years, with effect from September 09, 2019.

Accordingly, the first term of Mrs. Curmally, as an Independent Director of the Company is expiring on September 08, 2024. Keeping in view, the rich experience, acumen, qualification and the substantial contribution, by Mrs. Curmally, as well as based on her Performance Evaluation, as a Member of the Board and Committee(s) of the Board, the Board of Directors at its Meeting held on July 18, 2024, based on the recommendation of the NRC and in line with the Nomination and Remuneration Policy, has approved and recommended to the Members of the Company, the re-appointment of Mrs. Curmally as an Independent Director of the Company, not liable to retire by rotation, for a second term of five (5) consecutive years, commencing from September 09, 2024 to September 08, 2029. Accordingly, appropriate Resolution (Item No. 7) is proposed for approval and necessary details are given in the Resolution and explanatory statement in accompanying Notice dated July 18, 2024, convening ensuing 77^th AGM.

In terms of Regulation 17(1 A) of the Listing Regulations, as mentioned herein above, approval of the Members of the Company is required for continuation of directorship of Mrs. Curmally, during her proposed second term of appointment, as Non-Executive Independent Director of the Company, who has already attained the age of 75 years. Accordingly, appropriate Resolution (Item No. 7) is proposed for approval and necessary details are given in the resolution and explanatory statement in accompanying Notice dated July 18, 2024, of convening ensuing 77^th AGM.

Mrs. Curmally has declared that she meets the criteria of independence as laid down under Section 149(6) of the Act, along with the Rules framed thereunder and Regulation 16(1 )(b) of the Listing Regulations.

Going forward, Mr. Shome N. Danani (DIN: 00217787) was re-appointed as “Whole-time Director”, designated as an “Executive Director” of the Company, through a Postal Ballot, for a further period of five (5) consecutive years, with effect from January 28, 2020

Mr. Danani’s term as a Whole-time Director of the Company is expiring on January 27, 2025. Your Directors are of the opinion that Mr. Danani is one of the key persons responsible for the consistent good performance of your Company. He has strong business acumen, strategic intelligence and execution abilities which has helped the Company to grow in recent years. Accordingly, based on his Performance Evaluation, as a Member of the Board and Committee(s) of the Board, the Board of Directors at its Meeting held on July 18, 2024, based on the recommendation of the NRC and in line with the Nomination and Remuneration Policy, has approved and recommended to the Members of the Company, the re-appointment of Mr. Danani “Whole-time Director”, designated as an “Executive Director” for a further period of five (5) consecutive years, w.e.f. January 28, 2025 upto January 27, 2030 and fix his Remuneration. Accordingly, appropriate Resolution (Item No. 8) is proposed for approval and necessary details are given in the Resolution and explanatory statement in accompanying Notice dated July 18, 2024, of convening ensuing 77^th AGM.

Additionally, as mentioned herein above, Members are informed that the second term of Mr. Prakash V. Mehta (DIN 00001366), Mr. Sanjiv N. Shah (DIN 00007211), Mr. Jairaj C. Thacker (DIN 00108552) and Mr. Rajeshwar D. Bajaaj (DIN 00087845), as Independent Directors of the Company, shall end on closing hours of September 08, 2024.

Mr. Prakash V. Mehta has an extensive expertise in Legal and Regulatory matters. Mr. Sanjiv N. Shah has vast expertise and proficiency in Accounting and Finance field. Mr. Jairaj C. Thacker and Mr. Rajeshwar D. Bajaaj have deep industry knowledge. The diverse expertise of Mr. Mehta, Mr. Shah, Mr. Thacker and Mr. Bajaaj has immensely benefited the Company to further expand its value creation initiatives, over the years. Hence, to bring about a transparent, smooth and seamless transition towards a restructured Board without compromising its cohesiveness, compatibility and effective functioning and based on each of their Performance Evaluation, as respective Members of the Board and Committee(s) of

the Board, your Board is of the opinion to continue the association of all four of them as Non-executive Directors of the Company.

Accordingly, the Board of Directors at its Meeting held on July 18, 2024, based on the recommendation of the NRC and in line with the Nomination and Remuneration Policy, has approved and recommended to the Members of the Company, the appointment (re-designation) of Mr. Mehta, Mr. Shah, Mr. Thacker and Mr. Bajaaj, as respective Non-executive Directors of the Company, liable to retire of rotation, effective from September 09, 2024.

In terms of Regulation 17(1 A) of the Listing Regulations, as mentioned herein above, approval of the Members of the Company is required for continuation of directorship of Mr. Prakash V. Mehta (DIN 00001366) and Mr. Rajeshwar D. Bajaaj (DIN 00087845), during their respective proposed appointment, as Non-Executive Directors of the Company, who have already attained the age of 75 years and in case of Mr. Jairaj C. Thacker (DIN 00108552), who will attain the age of 75 years on December 03, 2026. Accordingly, appropriate Resolutions (Item No. 9 to 12) are proposed for approval and necessary details are given in the resolutions and explanatory statement in accompanying Notice dated July 18, 2024, of convening ensuing 77^th AGM.

Brief profile, nature of expertise, details of directorship held in other companies, Chairmanships/ membership of Board Committees, shareholding in the Company held by the Directors and relationship with Directors inter-se and other details as stipulated under Regulation 36(3) of the Listing Regulations, read with the provisions of the Secretarial Standard on General Meetings issued by the Institute of Company Secretaries of India (‘SS-2’) relating to the Directors proposed to be appointed / re-appointed at the 77^th AGM is annexed to the Notice dated July 18, 2024.

During the period under review, Mr. Ravi Chaudhary (DIN 06728841) resigned as Non-executive Non-independent Director and Key Managerial Person (‘KMP’) of the Company, and was relieved with effect from close of business hours on July 07, 2023.

None of the existing Directors of your Company as well as the proposed Directors are disqualified under the provisions of Section 164(2)(a) and (b) and Section 165 of the Act.

During the period under review, no Non-executive Director of the Company had any pecuniary relationship or transactions with the Company.

Except as explained hereinabove, there were no changes in Directorship of the Company as well as in Key Managerial

Personnel category during the period under review. As on March 31, 2024, your Company had Eight (8) Directors consisting of Five (5) Independent Directors, including one (1) Woman Director and Three (3) Executive Directors.

Declarations by Independent Directors:

The Company has received the necessary declarations from each of the Independent Directors of the Company under Section 149 of the Act and Regulation 25 of the Listing Regulations, that they fulfil the requirements as stipulated under Section 149(6) of the Act and Regulation 16(1)(b) of the Listing Regulations along with Rules framed thereunder.

There had been no change in the circumstances affecting their status as Independent Directors of the Company to qualify themselves to be appointed as Independent Directors under the provisions of the Act and the relevant regulations.

The Independent Directors have given the declaration under Rule 6(3) of the Companies (Appointment and Qualification of Directors) Rules, 2014 confirming compliance with Rule 6(1) and (2) of the said Rules that their names are registered in the databank as maintained by the Indian Institute of Corporate Affairs (“IICA”).

Also, all the Independent Directors of the Company have served for more than three (3) years on board of listed entities and hence they are exempt from the requirement to undertake and pass the online proficiency self-assessment test as per the proviso to Rule 6(4) of Companies (Appointment and Qualification of Directors) Rules, 2014.

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

Pursuant to the provisions of Regulation 34(3) read with Schedule V of the Listing Regulations, the Company has obtained a Certificate from a Company Secretary in Practice dated July 11, 2024, certifying that none of the Directors of the Company have been debarred or disqualified from being appointed or continuing as Directors of companies by the Securities and Exchange Board of India (SEBI) or by the Ministry of Corporate Affairs (MCA) or by any such statutory authority.

KEY MANAGERIAL PERSONNEL:

As on the date of this Boards’ Report, the following personnel have been designated as the Key Managerial Personnel of the Company, in terms of provisions of Section 203 of the Act,

read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014:

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

MEETINGS OF THE BOARD:

The Meetings of the Board and its Committees are held at regular intervals to discuss, deliberate and decide on various business policies, strategies, governance, financial matters and other businesses. Additional Meetings of the Board are held, when deemed necessary by the Board.

Agenda of the Meetings and the supporting documents and information are circulated to the Directors through a secure IT platform, to ensure integrity and confidentiality of data.

As required by Secretarial Standards issued by Institute of Company Secretaries of India (ICSI), certain Unpublished Price Sensitive Information (UPSI) such as Unaudited / Audited Financial Results with Presentation thereon is being circulated to the Board Members at a shorter Notice as per the general consent given by the Board of Directors at the first Board Meeting held at each financial year.

During the Financial Year under review, the information as required under Regulation 17(7) of the Listing Regulations was made available on a quarterly basis to the Board.

Further, all the Board and Committee Meetings, during the Financial Year 2023-2024, were held by Video Conferencing, details of which are appended herein under:

Sr. No.	Date on which Board Meetings were held	Total strength of the Board	No. of Directors Present
1	May 9, 2023	9	9
2	May 26, 2023	9	8
3	July 18, 2023	8	6
4	October 30, 2023	8	7
5	January 12, 2024	8	8
6	February 14, 2024	8	8

Detailed information on the Board Meetings with regard to dates and attendance of each of the Directors thereat have been included in the Corporate Governance Report, which forms part of this Board’s Report.

Further, pursuant to the requirements of Schedule IV to the Act and Regulation 25(3) and 25(4) of the Listing Regulations, a separate Meeting of the Independent Directors of the Company was also held on January 12, 2024, without the presence of Non-Independent Directors and members of the management, to review the performance of NonIndependent Directors and the Board as a whole, the performance of the Chairperson of the Company, taking into account the views of Executive Directors, Non-Executive Non-Independent Directors and also to assess the quality, quantity and timeliness of flow of information between the Company management and the Board.

AUDIT COMMITTEE:

The composition, powers, role and terms of reference of the Audit Committee are constituted as per the provisions of Regulation 18 of the Listing Regulations and the provisions of Section 177 of the Act. As of March 31, 2024, the Audit Committee of the Board of Directors of the Company, which consists entirely of the Independent Directors, comprised of 3 (three) Members namely :

Sr. No.	Name of Member	DIN	Designation	Category
1	Mr. Sanjiv N. Shah	00007211	Chairman	Independent Director
2	Mr. Prakash V. Mehta	00001366	Member	Independent Director
3	Mr. Jairaj C. Thacker	00108552	Member	Independent Director

All members of the Committee are financially literate. Mr. Sanjiv Shah, Chairman of the Committee is a Member of the Chartered Accountants in England and Wales and has adequate financial and accounting knowledge. The permanent invitees to the Committee Meetings are Chief Financial Officer, Internal Auditor and the Statutory Auditors of the Company. It is a practice of the Committee to extend an invitation to the Managing Directors, Whole-time Director and Cost Auditor to attend the Committee Meeting as and when required. Mr. Durgesh N. Nagarkar, Company Secretary, acts as Secretary of the Audit Committee.

The Audit Committee oversees and reviews the functioning of a vigil mechanism (implemented in the Company as a Whistle Blower Policy) and reviews the findings of investigation into cases of material nature and the actions taken in respect thereof.

During the Financial Year under review, all the recommendations made by the Audit Committee were accepted by the Board of Directors.

The terms of reference of Audit Committee and other details including number of Meetings held, are provided in the Corporate Governance Report, which forms part of this Board’s Report.

NOMINATION AND REMUNERATION COMMITTEE:

The Company complies with the provisions related to Nomination and Remuneration Committee in terms of Section 178(1) of the Act and Regulation 19 read with Part D(A) of Schedule II of the Listing Regulations. The terms of reference of the Committee and other details including number of Meetings held, are set out in the Corporate Governance Report, which forms a part of this Boards’ Report.

As of March 31, 2024, the Nomination and Remuneration Committee of the Board of Directors of the Company, which consists entirely of the Independent Directors, comprised of 3 (three) Members namely:

Sr. No.	Name of Member	DIN	Designation	Category
1	Mr. Sanjiv N. Shah	00007211	Chairman	Independent Director
2	Mr. Prakash V. Mehta	00001366	Member	Independent Director
3	Mr. Jairaj C. Thacker	00108552	Member	Independent Director

The Nomination and Remuneration Committee is entrusted with the responsibility of screening and selection process of new Directors and KMPs. The Committee develop strategies on people agenda, Talent Management Initiatives and criteria for appointment of Independent Directors, Non-Executive Directors and Executive Directors in compliance with the Act and the Listing Regulations.

The Company has no pecuniary relationship or transaction with its Non-Executive and Independent Directors other than payment of sitting fees to them for attending the Board and Committee meetings.

The Company follows a Nomination and Remuneration policy in accordance with the provisions of the Act and the Listing Regulations to ensure reasonableness and sufficiency of remuneration to attract, retain and motivate competent resources, a clear relationship of remuneration to performance and a balance between rewarding short and long-term performance of the Company. The said “Nominations and Remuneration Policy” is available on the Company’s website at, https://www.bharatbiilee.com/media/1208/bbl nomination-and-remuneration policy 27052021.pdf.

STAKEHOLDERS RELATIONSHIP COMMITTEE:

The Company has constituted a Stakeholders’ Relationship Committee with an objective to monitor and resolve the grievances of the security holders of the Company. As on March 31, 2024, the Committee comprised of 4 (four) Members namely:

Sr. No.	Name of Member	DIN	Designation	Category
1	Mr. Prakash V. Mehta	00001366	Chairman	Independent Director
2	Mr. Sanjiv N Shah	00007211	Member	Independent Director
3	Mr. Nikhil J. Danani	00056514	Member	Executive Director
4	Mr. Nakul P Mehta	00056561	Member	Executive Director

The Committee ensures cordial investor relations and oversees the mechanism for redressal of investors’ grievances. The Committee specifically looks into redressing shareholders’/ investors’ complaints/ grievances pertaining to share transfers/transmissions, non-receipts of annual reports, issuance of duplicate shares, exchange of new share certificates, recording dematerialization/ rematerialization of shares and related matters.

The Committee also reviews the various measures taken for reducing the quantum of unclaimed dividends and ensures timely receipt of dividend warrants/annual reports/statutory notices by the shareholders of the Company. The Committee reviews the measures taken for effective exercise of voting rights by shareholders and adherence to the service standards adopted in respect of various services being rendered by the Registrar & Share Transfer Agent.

There are no complaints pending to be resolved at the end of the year under review. The Company has a dedicated e-mail address: [e-mail] for shareholders to communicate their grievances. Dividend reconciliation requests were duly acted upon by the Company.

The detailed terms of reference of the Committee and other details including number of Meetings held, has been provided in the Corporate Governance Report.

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

CORPORATE SOCIAL RESPONSIBILITY COMMITTEE:

The Company has constituted a Corporate Social Responsibility (CSR) Committee in line with Section 135 of the Act read with the Companies (Corporate Social

Responsibility Policy) Rules, 2014, to review and monitor the CSR policy and the CSR activities undertaken by the Company. The Committee recommends the CSR projects to be undertaken by the Company and also monitors its implementation status.

As on March 31,2024, the Committee comprised of 4 (four) Members namely:

Sr. No.	Name of Member	DIN	Designation	Category
1	Mr. Nakul P Mehta	00056514	Chairman	Executive Director
2	Mr. Shome N. Danani	00217787	Member	Executive Director
3	Mr. Jairaj C. Thacker	00108552	Member	Independent Director
4	Mrs. Mahnaz A. Curmally	06907271	Member	Independent Director

For the Financial Year 2023-2024, Company’s CSR endeavours centered around initiatives identified under ‘Livelihood’ followed by ‘Education’ and ‘Climate Change’ as the Sectors, which are appended herein below:

1. Antarang Foundation

Through their CareerAware program, Antarang works with students in the 10^th and 12^th standard to help them understand careers best suited to their individual talents, preferences and family situations. This program makes students examine themselves carefully and make informed, self-aware career choices.

Bharat Bijlee & Antarang Foundation -CareerAware: Enabling Aspirational Career

Pathways Programme 2023-24

The CareerAware program was implemented for 9001 students (4215 students from Grade 9 and 4786 students from grade 10) studying in 112 municipal schools in Mumbai and Thane. The end-line assessment showed that 82% of grade 10 students had clarity of career plans after grade 10; 45% students made at least one self-aware career choice. 99% of the planned counselling sessions with parents were conducted.

2. Utthan :

Utthan, which means ‘upliftment’ in Hindi, is a people’s movement comprising a large number of women and youth, to address their rights to regular, safe drinking water, protecting and accessing common land for their livelihood security, challenging patriarchy, feudal exploitation and caste discrimination at local levels.

Bharat Bijlee & Utthan - Social enterprise development to better lives & livelihoods of marginalized women Programme 2023-24

Utthan worked with 300 women goat rearers to support management of 1107 Sirohi goats and their associated livelihood income generation. 405 Sirohi goats gave birth to new off-springs creating an asset value of '' 2,84,000/-.

A Community Livestock Business Centre (CLBC) was incubated and 13 key leaders were shortlisted and trained at the CLBC. Goat rearers were trained on enterprise promotion, goatery management and membership in the CLBC. Three batches of handmade goat milk soap were produced by CLBC, generating a revenue of '' 33,275/-. Utthan has built on the success of its pilot program supported by Bharat Bijlee and expanded its activities substantially with goat rearers in Dahod, Gujarat.

3. Anubhuti Charitable Trust

Anubhuti, led by a woman from a nomadic tribe, works primarily with Nomadic & De-notified Tribes (NT-DNT), Adivasi, SC, migrant, and rural and urban poor populations with lenses of gender and social justice. Anubhuti works closely with youth and women living in resource-deprived urban and rural communities in Mumbai.

Bharat Bijlee & Anubhuti Charitable Trust - Career Leadership with Intersectional Marginalized Youth Programme 2023-24

Anubhuti has reached 1266 youth, women, and other community stakeholders through direct interventions, and another 2200 through trainings conducted for other NGOs. Various interventions were conducted with youth from NT-DNT communities, notably a career leadership fair in Igatpuri and a two-day residential camp for 110 adolescents from 8 villages. 90% of all the youth that Anubhuti works with are continuing with their education and many others are encouraged to restart their education.

4. Sar-La Education Trust (Unit: Lalji Mehrotra Technical Institute)

The Trust’s focus lies in the area of vocational education, technical education and skill development.

Bharat Bijlee & Sar-La Education Trust’s LMTI Project 2023-24:

Sar-La’s LMTI was able to deliver the curriculum effectively for the 107 enrolled students in ITI courses and Diploma in Electrician course. Evaluation of the

students was done on a monthly basis and progressive development was mapped. Special classes were conducted for slow learners and remedial action was provided. Meetings with parents of students was conducted on a quarterly basis.

LMTI worked towards overall development of students by conducting various guest lectures and workshops and soft skill training programs, as well as sports activities, yoga and meditation.

5. Magic Bus India Foundation

Apart from the aforementioned, Company has one (1) Ongoing CSR Programme, executed by ‘Magic Bus India Foundation’, on behalf Bharat Bijlee, which was concluded as on March 31, 2024.

Magic Bus India works with more than 4 lakh children and 800,000 youth across 24 states of India, to move them out of poverty. The childhood to livelihood approach uses activity-based core life skills that equips children and youth with skills and knowledge they need while growing up.

Bharat Bijlee & Magic Bus Adolescent Education Program, Airoli, Navi Mumbai

Bharat Bijlee collaborated with Magic Bus in March 2021 to implement its Adolescent Education Program - a three-year ongoing program for 1000 adolescents studying in standards 6^th to 8^th in NMMC schools in Airoli. The program ended this year on March 31, 2024.

The program has been largely successful with 13 schools in Airoli and surrounding areas approaching Magic Bus to conduct the program in their schools. Overall feedback from principals, teachers and parents is that they have observed a positive change in the students who were enrolled in our program - their behaviour has improved and they are studying at home too.

During the Financial Year under review :

i. Your Company has spent a final installment of '' 26,98,500/- (Rupees Twenty Six Lakhs Ninety Eight Thousand Five Hundred only), on an On-going CSR Project - Magic Bus Adolescent Education Program, Airoli, Navi Mumbai, out of the total Corporate Social Responsibility spend of '' 96,98,500/- (Rupees Ninety Six Lakhs Ninety Eight Thousand Five Hundred only);

ii. Your Company was required to spend an amount of '' 1,40,05,200/-, (Rupees One Crore Forty Lakhs Five Thousand Two Hundred only), (2% of the average net profits of last three financial years) towards Corporate

Social Responsibility (CSR) activities; However, in the previous year, Company had spent an excess amount of '' 65,880/- (Rupees Sixty Five Thousand Eight Hundred and Eighty only).

Hence the total amount required to be spent on CSR activities in the Financial Year 2023-2024 was '' 1,39,39,320/- (Rupees One Crore Thirty Nine Lakhs Thirty Nine Thousand Three Hundred and Twenty only)

iii. your Company for the Financial Year 2023-2024, has spent an aggregate amount of ''1,39,40,000/-(Rupees One Crore Thirty Nine Lakhs Forty Thousand only), for carrying out four (4) CSR Programmes, as mentioned in the Annual Action Plan of the Company, for the Financial Year 2023-2024, approved by the Board of Directors.

The Annual Report on CSR activities that includes details about brief outline on CSR Policy developed and implemented by your Company, Composition of CSR Committee and CSR Initiatives taken during the Financial Year 2023-2024, in accordance with Section 135 of the Act and other details required to be disclosed as per the format prescribed under the Companies (Corporate Social Responsibility Policy) Rules, is set out at Annexure I, forming part of this Board’s Report.

RISK MANAGEMENT COMMITTEE:

The Company’s Board of Directors has the overall responsibility for the establishment and oversight of the Company’s risk management framework. The Board has established a Risk Management Committee in line with the provisions of Regulation 21 read with Part D of Schedule II of the Listing Regulations,

As on March 31,2024, the Risk Management Committee of the Board comprised of five (5) Members, the details of which are mentioned herein under:

Sr. No.	Name of Member	DIN	Designation	Category
1	Mr. Sanjiv N. Shah	00007211	Chairman	Independent Director
2	Mr. Nikhil J. Danani	00056514	Member	Executive Director
3	Mr. Nakul P Mehta	00056514	Member	Executive Director
4	Mr. Shome N. Danani	00217787	Member	Executive Director
5	Mr. Yogendra S. Agarwal	-	Member	CFO

The detailed terms of reference of the Committee and other details including number of Meetings held, has been provided in the Corporate Governance Report.

The “Risk Management Policy” is hosted on Company’s Website at https://www.bharatbiilee.com/media/1206/bbl risk-management-policy 04082021.pdf.

EVALUATION OF DIRECTORS, COMMITTEE AND BOARD:

Pursuant to the provisions of Section 178(2) the Act, Regulation 17(10) of the Listing Regulations and the Guidance Note issued by SEBI, the Board of Directors of the Company, at its Meeting held on January 12, 2024, through Video Conferencing, evaluated the Annual Performance of Individual Directors, Board as a whole, Independent Directors and all the Committees of the Board viz., Audit Committee, Nomination and Remuneration Committee, Stakeholder Relationship Committee, Corporate Social Responsibility Committee, Risk Management Committee and Banking Committee on the basis of performance evaluation criteria approved by the Nomination and Remuneration Committee of the Company.

The criteria used for Performance Evaluation of the Independent Directors covers the areas relevant to their functioning as Independent Directors and is based on the expectation that they are performing their duties in a manner which should create and continue to build sustainable value for shareholders and in accordance with the duties and obligations imposed upon them.

Further, In accordance with the provisions of Schedule IV of the Act and Regulation 25(3) of the Listing Regulations, a separate Meeting of the Independent Directors of the Company was held on January 12, 2024, through Video Conferencing, where the Independent Directors of the Company assessed the annual performance Non-Independent Directors, Board and Chairman of the Company, on the basis of performance evaluation criteria approved by the Nomination and Remuneration Committee of the Company.

Responses of the Directors were sought by way of a structured questionnaire covering various aspects of the Board’s and Committee’s functioning such as adequacy, effectiveness, diversity etc of the Board and on the structure, composition of Committees, attendance, participation, fulfillment of the functions etc. The observation / outcome of the evaluation was discussed and presented to the Chairman of the Board at the Meeting held on January 12, 2024.

There were no observations and actions pending to be taken by the Company and the Board was satisfied with all the processes being followed by the Management and is hopeful in continuing the same good governance practices in the Company.

BOARD DIVERSITY POLICY:

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

VIGIL MECHANISM POLICY:

The Company has a “Whistle Blower Policy”, in line with the provisions of Section 178(9) of the Act read with Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014, and Regulation 22 of the Listing Regulations, for the highest degree of transparency, integrity and accountability.

As a part of the said Policy, appropriate avenues are provided to the Directors and employees of the Company, to report their genuine concern of any violations of legal or regulatory requirements, incorrect or misrepresentation of any financial statements and reports, unethical behavior, actual or suspected fraud, or violation of the Company’s code of conduct etc.

Details of “Vigil Mechanism Policy” are available on the internal employee portal as well as the website of the Company, i.e., https ://www.bharatbijlee.com/media/15062/ bbl whistle-blower-policy.pdf The Policy provides that the Company investigates such reported matters in an impartial manner and takes appropriate action to ensure that requisite standards of confidentiality, professional and ethical conduct are always upheld.

The Policy also provides for direct access to the Chairperson of the Audit Committee. During the financial year under review, no employee has been denied access to the Chairman of the Audit Committee. Also, Whistle blower complaints, if any and their redressal are discussed at the meeting of Audit Committee of the Board. During the financial year under review, no such complaints were received.

PREVENTION OF SEXUAL HARRASSMENT AT WORKPLACE:

Your Company gives prime importance to the dignity and respect of its employees irrespective of their gender or hierarchy and expects responsible conduct and behaviour on the part of employees at all levels.

To foster a positive workplace environment, free from harassment of any nature, your Company has institutionalized the ‘Policy for Prevention and Redressal of Sexual Harassment’ in line with the requirements of Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 (hereinafter referred

as “the said Act”) and Rules made there under, through which we address complaints of sexual harassment at the all workplaces of the Company. The said policy has been uploaded on the internal portal of the Company for information of all employees.

As per the provisions of Section 4 of the said Act, the Board of Directors has constituted the Internal Complaints Committee (‘ICC’) at the Registered Office, Works and at all the Regional Offices of the Company to deal with the complaints received by the Company pertaining to gender discrimination and sexual harassment at workplace.

The ICC has been constituted covering the offices at Mumbai / Navi Mumbai, consisting of the following Members:

Sr. No.	Name of Officer	Designation	Position in Committee
1.	Ms. Aarti Madhankar	General Manager, Human Resources	Presiding Officer
2.	Mr. Durgesh N. Nagarkar	Company Secretary & Senior General Manager	Member
3.	Mr. Nitin R. Rathod	General Manager, Employee Relations	Member
4.	Ms. Kirti Kelkar	Business Controler -Motors	Member
5.	Ms. Renu Rao	General Manager-Business Solutions (Information Technology)	Member
6.	Mangala Ahire-Sarode	Mangalashray Samajik Sanstha (NGO Register under Maharashtra Public Trust Act 1950)	Member

Also, each branch of the Company, has its own ICC consisting of officers from Serial no. 1, 3 and 4, as mentioned herein above, along with two more members employed at the branches, one of them consisting of a woman employed in those respective branches.

Company had conducted a Training Session on “POSH awareness”, wherein 91 Management staff and 53 Workmen, accordingly total 144 employees have been covered in the year 2023-2024.

Further, as per the provisions of Section 21 & 22 of the said Act, the Report on the details of the number of cases fled under Sexual Harassment and their disposal for the financial year under review, is as under:

Sr.	No. of cases	No. of complaints	No. of cases
No.	pending as on the	filed during the	pending as on
	beginning of the	financial year	the end on the
	financial year under review	under review	financial year under review
1.	Nil	Nil	Nil

DIRECTORS’ RESPONSIBILITY STATEMENT:

In terms of Section 134(3)(c) read with Section 134(5) of the Act, the Board of Directors hereby confirms that:

a. i n the preparation of the Annual Financial Statements for the Year ended March 31, 2024, the Indian Accounting Standards (Ind AS), the provisions of the Companies Act, 2013, as applicable and guidelines issued by the Securities and Exchange Board of India (SEBI) have been followed along with proper explanations relating to material departures, if any;

b. such accounting policies have been selected and applied consistently and the Directors have made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31,2024 and of the Profit of the Company for the year ended on that date;

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

d. the annual accounts of the Company have been prepared on a going concern basis;

e. internal financial controls have been laid down to be followed by the Company and that such internal financial controls are adequate and were operating effectively;

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

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

Pursuant to the provisions of Section 124 of the Act and Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 (‘IEPF Rules’), (including any statutory modification(s) / re-enactment(s) / amendment(s) thereof, for the time being in force), the dividend which remains unclaimed / unpaid for a period of seven (7) years from the date of transfer to the unpaid dividend account of the Company, is required to be transferred to the Investor Education and Protection Fund Authority (‘IEPF’) established by the Central Government. Also, according to the IEPF Rules, the shares in respect of which dividend has not been paid / claimed by the Shareholders for seven (7) consecutive years or more, shall also be transferred to demat account created by the IEPF Authority.

However, the Shareholders are entitled to claim their shares including all the corporate benefits accruing on such shares, if any, from the IEPF Authority by submitting an online application in Form IEPF-5 and sending a physical copy of the Form IEPF-5 duly signed by all the joint shareholders, if any, as per the specimen signature recorded with the Company along with requisite documents enumerated in the Form IEPF-5, to the Company’s RTA. The Rules and Form IEPF-5, as prescribed, for claiming back the shares, are available on the website of the IEPF, i.e., on www.iepf.gov.in.

Please note, during the year under review, there was no amount or share(s) which was required to be transferred to the Investors Education and Protection Fund as per the provisions of Section 125(2) of the Act, as the Company did not declare a dividend for the F.Y. ended on March 31,2016.

The details of Nodal Officer of the Company, in line with the provisions of IEPF Regulations are available on the Company website and can be accessed through the link : https://www.bharatbiilee.com/companv/investor-relations/ investor-contact/

PARTICULARS OF EMPLOYEES AND REMUNERATION:

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

CORPORATE GOVERNANCE:

Your Company upholds the standards of governance and is compliant with the Corporate Governance provisions as stipulated under SEBI Listing Regulations. A separate Report on Corporate Governance is annexed as Annexure IV, and forms integral part of this Board’s Report along with the requisite Compliance Certificate as required under Part E of Schedule V of the Listing Regulations, issued by Messrs N. L. Bhatia and Associates, Practicing Company Secretaries, Mumbai, Secretarial Auditors of the Company, pertaining to the compliance of conditions of Corporate Governance.

MANAGEMENT DISCUSSION AND ANALYSIS (MDA) REPORT:

Pursuant to Regulation 34(2)(f) read with Schedule V of the Listing Regulations, a separate Report on Management Discussion and Analysis (‘MDA’) forms part of this Annual Report.

BUSINESS RESPONSIBILITY AND SUSTAINAIBILITY REPORT:

In line with Regulation 34(2)(f) of the Listing Regulations, a Business Responsibility and Sustainability Report (BRSR) forms an integral part of this Boards’ Report, as Annexure VI.

STATUTORY AUDITOR AND THEIR REPORT:

Messrs Deloitte Haskins & Sells LLP, Chartered Accountants (ICAI Firm Registration Number : 117366W/W-100018), Mumbai, on the recommendation of the Audit Committee and as approved by the Board, were appointed as Statutory Auditors of the Company, at the 75^th Annual General Meeting, of the Company, held on Wednesday, September 28, 2022, for a second (2^nd) term of five (5) consecutive years, commencing from the conclusion of the 75^th AGM till the conclusion of the 80^th AGM of the Company, at such remuneration plus applicable tax and reimbursement of out-of pocket expenses incurred by them during the course of audit, as Board of Directors / Audit Committee may fix in this behalf.

OBSERVATIONS OF STATUTORY AUDITORS ON THE FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2024:

The Auditor’s report given by Messrs Deloitte Haskins & Sells, LLP, Statutory Auditors, on the Financial Statements of the Company, for the year ended March 31, 2024, forms part of the Annual Report. There has been no qualification, reservation or adverse remark or any Disclaimer in their Report.

REPORTING OF FRAUDS:

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

COMPLIANCE WITH SECRETARIAL STANDARDS ON BOARD AND GENERAL MEETING:

Pursuant to Clause 9 of the Secretarial Standard - 1 (SS-1), your Company has complied with applicable Secretarial Standards issued by the Institute of Company Secretaries of India, during the Financial Year under review.

SECRETARIAL AUDITORS AND THEIR REPORT:

Pursuant to the provisions of Section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, your Company had appointed Messrs N. L. Bhatia & Associates, Practicing Company Secretaries, Mumbai (Firm Registration No.: P1996MH055800), as its Secretarial Auditor to undertake the secretarial audit of the Company for the financial year

2023- 2024.

The Report on Secretarial Audit for the financial year 20232024, in Form MR-3, as Annexure V, forms integral part of this Board’s Report. There has been no qualification, reservation or adverse remark or any Disclaimer in their Report.

In terms of Section 204 of the Act, on the recommendation of the Audit Committee, the Board of Directors at its Meeting held on May 26, 2024, appointed Messrs N. L. Bhatia & Associates, Practicing Company Secretaries, Mumbai, (Firm Registration No.: P1996MH055800), as the Secretarial Auditors of the Company for the Financial Year

2024- 2025. The Company has received their consent for the said appointment.

ANNUAL SECRETARIAL COMPLIANCE REPORT

Pursuant to the Regulation 24A of the Listing Regulations, read with SEBI Circular No CIR/CFD/CMD1/27/2019, dated February 08, 2019, Messrs N. L. Bhatia & Associates, Practicing Company Secretaries carried out the audit for the financial year 2023-2024, for all applicable compliances as per SEBI Regulations and Circulars / Guidelines issued thereunder. There has been no qualification, reservation or adverse remark or any Disclaimer in their Report.

The said Annual Secretarial Compliance Report for the Financial Year 2023-2024, was fled with Stock Exchange(s),

i.e. on BSE Limited and on National Stock Exchange of India Limited, within 60 days from the Financial Year ended March 31, 2024.

COST AUDITORS AND THEIR REPORT:

Pursuant to the provisions of Section 148 of the Act read with the Companies (Cost Records and Audit) Rules, 2014 (including any amendment(s), modification(s), variation or re-enactment thereof for the time being in force), and as per the recommendation of the Audit Committee, the Board of Directors at its Meeting dated May 26, 2024, have appointed Messrs P M. Nanabhoy & Co., Cost Accountants (Firm Registration No.: 000012), as the Cost Auditors of the Company, for the Financial Year 2024-2025, to audit the cost records of Electric Motors, Power Transformers, Drives and Magnet Technology Machines, at a remuneration as mentioned in the Notice of the 77^th AGM.

A Certificate from Messrs P M. Nanabhoy & Co., has been received to the effect that their appointment as Cost Auditors of the Company, if made, would be in accordance with the limits specif ed under Section 141 of the Act and the Rules framed there under.

A resolution seeking Member’s approval for the remuneration payable to Cost Auditors forms part of the Notice convening 77^th AGM of the Company and the same is recommended for approval of Members.

The Cost Audit Report for the Financial Year ended March 31, 2023, issued by Messrs P M. Nanabhoy & Co., Cost Auditors, in respect of the various products prescribed under Cost Audit Rules does not contain any qualification(s), reservation(s) or adverse remark(s) and the same was fled with the Ministry of Corporate Affairs on July 28, 2023. The Cost Audit Report for the Financial Year ended March 31, 2024 will be fled with the Ministry of Corporate Affairs within stipulated time.

DISCLOSURE UNDER INSOLVENCY AND BANKRUPTCY CODE, 2016:

During the Financial Year under review, no Corporate Insolvency Resolution Process (CIRP) was Initiated against your Company, under the “Insolvency and Bankruptcy Code, 2016” (IBC) (as amended).

EXTRACT OF ANNUAL RETURN:

Pursuant to amendment of Rule 12 of Companies (Management and Administration) Rules, 2014 by MCA, wherein, instead of attaching an extract of annual return to the Directors’ Report, the Company can host a copy of Annual Return on the website of the Company and a web link of the same to be given in the Directors’ Report.

Accordingly, a copy of Annual Return for the financial year ended March 31, 2024, is available on the website of the Company at the below link: https://www.bharatbijlee.com/ company/investor-relations/disclosures/annual-return/

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

The particulars as required under the provisions of Section 134(3) (m) of the Act read with Rule 8 of the Companies (Accounts) Rules, 2014 in respect of conservation of energy, technology absorption, foreign exchange earnings and outgo etc. are furnished in Annexure III which forms part of this Board’s Report.

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

Except as disclosed elsewhere in this Board’s Report, no material changes and commitments which could affect the Company’s financial position have occurred since the

close of the financial year, i.e., March 31, 2024, till the date of this Board’s Report. Further, it is hereby confirmed that there has been no change in the nature of business of the Company.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNAL:

For the year under review and till the date of this Board’s Report, there are no signif cant and / or material orders passed by the Regulator(s) or Court(s) or Tribunal(s) impacting the going concern status of the Company and its business operations in future.

GENERAL:

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

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

2. Issue of Shares (including sweat Equity shares) to employees of the Company under any Scheme;

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

APPRECIATION:

The Directors place on record their sincere thanks to the customers, employees, bankers, business associates, consultants, various Government Authorities and other stakeholders for their continued support extended to the Company during the year under review. Your Directors also acknowledge gratefully the shareholders for their support and confidence reposed on your Company.

For and on behalf of the Board of Directors

Prakash V. Mehta

DIN 00001366 Chairman

Place: Mumbai Date: July 18, 2024

---

Mar 31, 2023

The Directors are pleased to present their 76^th Annual Report on the business and operations of the Company together with the Audited Accounts for the financial year ended March 31, 2023.

Your Company continued its progress of previous years and achieved its highest ever sales turnover.

GENERAL OUTLOOK OF INDUSTRY AND ECONOMY:

As per the Press Note of February, 2023 from the National Statistical Office - Ministry of Statistics & Programme Implementation, gross fixed capital formation (GFCF) expanded by 11.2% in 2022-23 compared to 14.6% in 2021-22, and its share in GDP rose marginally to 34.0% as against 32.7% in 2021-22.

As per the RBI Monetary Policy Document April 2023, domestic economic activity exhibited resilience in the second half of 2022-23 despite stronger global headwinds. Investment activity was robust though private consumption growth was moderate. On the supply side, the services sector was the main driver, with elevated input cost pressures dragging down the manufacturing sector. Going ahead, economic activity would be supported by improving rural demand, the Government’s thrust on infrastructure spending, revival in corporate investment, healthy bank credit, and moderate commodity prices. The prolonged geopolitical tensions, tighter global financial conditions, global financial market volatility, and slowing external demand remain the key risks to the immediate outlook.

FINANCIAL PERFORMANCE:	Year ended March 31, 2023	(Rs. in Lakhs) Year ended March 31, 2022
Sales and Services	141849.62	126573.97
Other Income	2906.39	2401.51
	144756.01	128975.48
Profit/(Loss) before Interest & Financial Charges, Depreciation, Exceptional items and Tax	14636.05	10763.33
Less : Interest and Financial Charges	2206.80	2102.21
Less : Depreciation	1293.35	1205.33
Profit before Tax	11135.90	7455.79
Less: Provision for Taxation	2813.59	1897.90
Profit/(Loss) after Taxation	8322.31	5557.89
Add : Profit/(Loss) Brought Forward	26229.42	21012.84
(Less)/Add: Other Comprehensive Income arising from re-measurement of Defined Benefit Plan (net of tax)	(193.49)	(58.74)
Net Surplus available for Appropriation	34358.24	26511.99
Less: Dividend on Equity shares	(1695.47)	(282.57)
Profit Carried Forward	32662.77	26229.42

Previous year’s figures have been regrouped for comparison purposes with current year’s presentation wherever necessary.

DIVIDEND:

Your Directors are pleased to recommend a Dividend of '' 40/- (Rupees Forty only) per fully paid-up equity share of Face Value of ''10/- (Rupees Ten Only) each, i.e., @ 400%, for the Financial Year 2022-2023, subject to approval of the Members at the ensuing 76^th Annual General Meeting (AGM).

The total cash out flow on account of payment of Dividend for the year (if approved) will involve a sum of '' 22,60,62,400/- (Rupees Twenty Two Crore Sixty Lakh Sixty Two Thousand Four Hundred only).

The Dividend on equity shares, as recommended by the Board of Directors, if declared at the 76^th AGM, will be paid to the Shareholders whose names appear in the Register of Members of the Company as on cut-off date i.e., Thursday, September 07, 2023, upon close of business hours and in respect of shares held in dematerialized form, it will be paid to Shareholders whose names are furnished by National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL), as the beneficial owners as on that date.

In view of the changes made under the Income Tax Act, 1961, by the Finance Act, 2020, dividends paid or distributed by the Company shall be taxable in the hands of the shareholders and accordingly payment will be made after deduction of tax at source, if applicable.

SHARE CAPITAL:

The paid-up share capital of the Company as on March 31, 2023 was '' 5,65,15,600/-. There is no change in the capital structure since the previous year.

DIVIDEND DISTRIBUTION POLICY:

The Company forms part of the List of Top 1000 listed entities, based on Market Capitalisation, as on March 31, 2023. In view thereof, pursuant to the provisions of Regulation 43A of the SEBI (Listing obligations and Disclosure Requirements) Regulations, 2015 (including amendments) (“the Listing Regulations”), the Dividend Distribution Policy is available on the Company’s Website, the weblink of which is https://www.bharatbijlee.com/ media/20440/bbl div-dist-policy 04082021.pdf.

OPERATIONS:

Income from Sales and Services for the Company at '' 141849.62 lakhs (compared to '' 126573.97 lakhs in the previous year) was higher by 12%. The profit before tax was higher, from '' 7455.79 lakhs in the previous year, at '' 11135.90 lakhs.

FINANCE:

The finance cost for the year increased by 5% to '' 2206.80 lakhs compared to '' 2102.21 lakhs in the previous year due to increased working capital required to support the 12% growth in sales and rising interest rates due to tight monetary policy being pursued by the Central Banks globally. The free reserves of the Company as on March 31, 2023 increased by '' 6433.35 lakhs to '' 57134.14 lakhs. The credit rating for the bank facilities enjoyed by the Company continues to be at ICRA A (Stable) (Long Term) and ICRA A1 (Short Term).

During the year under review, Unclaimed Fixed Deposit and Unclaimed Fixed Deposit Interest amount to '' 3,16,749/-(Rupees three lakhs sixteen thousand seven hundred and forty nine only) was transferred to the Investor Education and Protection Fund.

HUMAN RESOURCES AND EMPLOYEE RELATIONS:

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

Employee strength as on March 31, 2023 was 1,656 as compared to 1,415 in the previous year.

SUBSIDIARY/JOINT VENTURE/ASSOCIATE COMPANIES:

The Company has no Subsidiary / Joint Venture / Associate Companies during the financial year ending March 31, 2023. Accordingly, a Statement under the provisions of Section 129(3) of the Companies Act, (‘the Act’) containing salient features of the financial statements of the Company’s subsidiary(ies) in Form AOC-1 is not enclosed.

DEPOSITS:

The Company has not accepted / renewed any fixed deposits from the public or the Members, within the meaning of Section 73 read with Chapter V of the Act, and the Companies (Acceptance of Deposits) Rules, 2014, during

the financial year 2022-2023, and as such, no amount of principal or interest on deposits from public or the Members, was outstanding as of the Balance Sheet date.

DISCLOSURE OF INTERNAL FINANCIAL CONTROLS:

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

The framework on Internal Financial Controls over Financial Reporting has been reviewed by the internal and the external auditors and concluded to be adequate & effective as at March 31, 2023.

PARTICULARS OF CONTRACT OR ARRANGEMENT WITH RELATED PARTIES:

All contracts / arrangements / transactions entered by the Company during the Financial Year 2022-2023, with Related Parties, as defined under Section 188 of the Act and the Rules made there under and as per the applicable provisions of the Listing Regulations, were in the ordinary course of business and on arm’s length basis.

Further the Company has not entered into material related party transactions as defined under Section 2(76) of the Act and Regulation 2(1)(zb) of the Listing Regulations, during the Financial Year under review. Accordingly, disclosure of Related Party Transactions as required under Section 134(3)(h) of the Act read with the Companies (Accounts) Rules, 2014, in Form AOC-2, is not annexed to this Report.

As per the Related Party Transactions Policy, all related party transactions are placed before the Audit Committee and also before the Board for approval. Prior omnibus approval of the Audit Committee is obtained on yearly basis for transactions which could be foreseen and are of repetitive nature for a period of one year. During the year under review, the Related Party Transactions entered into, pursuant to the omnibus approval so granted for review, are placed before the Audit Committee on a quarterly basis.

Your Company has adopted a Policy on Related Party Transactions which was approved by the Board at its Meeting held on July 28, 2022, to incorporate the new requirements introduced under the Listing Regulations. The Audit Committee reviews this Policy from time to time, to ensure that the same is in line with the provisions of applicable law.

In conformity with the requirements of the Act and the Listing Regulations, the weblink of the Policy is https:// www.bharatbiilee.com/media/21035/bbl related-party-transactions-policy.pdf.

The details of transactions with related parties are provided under Note No. 34 of the Financial Statements.

PARTICULARS OF LOANS, GUARANTEE, INVESTMENTS AND SECURITIES:

Particulars of loans given, guarantees provided or investments made by the Company, wherever applicable, during the financial year under review, covered under the provisions of Section 186 of the Act, have been given as a part of the Financial Statements, which forms part of this Annual Report. (Please refer Note No. 5 and 9 to the Financial Statements).

BOARD OF DIRECTORS:Retire by Rotation:

In accordance with the provisions of Section 152 of the Act and the Articles of Association of the Company, Mr. Shome N. Danani (DIN 00217787), Whole-time Director of the Company, being longest in the office, shall retire by rotation at the ensuing 76^th Annual General Meeting (‘AGM’) and being eligible, offers himself for the re-appointment.

Appointment / Cessation of Directors / KMP during the Financial Year 2022-2023:

After the end of the Financial Year under review, Mr. Ravi Chaudhary (DIN 06728841) tendered his resignation, as a Non-Executive Non-Independent Director of the Company, effected from the close of business hours on July 07, 2023. The Board Members place on record their sincere appreciation for Mr. Chaudhary’s contribution and guidance provided during his tenure as a Director

Except as explained hereinabove, there were no changes in Directorship of the Company as well as in Key Managerial Personnel category during the period under review. As on March 31, 2023, your Company had Nine (9) Directors consisting of Five (5) Independent Directors, including one (1) Woman Director, Three (3) Executive Directors and One (1) Non-Executive Director.

Necessary Resolution relating to Director who is seeking re-appointment, as required under Regulation 36 of the Listing Regulations / SS-2, is disclosed as part of the Notice dated July 1 8, 2023, of the ensuing 76^th Annual General Meeting.

Declarations by Independent Directors:

The Company has received the necessary declarations from each of the Independent Directors of the Company under Section 149 of the Act and Regulation 25 of the Listing Regulations, that they fulfil the requirements as stipulated under Section 149(6) of the Act and Regulation 16(1)(b) of the Listing Regulations along with Rules framed thereunder.

There had been no change in the circumstances affecting their status as Independent Directors of the Company to qualify themselves to be appointed as Independent Directors under the provisions of the Act and the relevant regulations.

The Independent Directors have given the declaration under Rule 6(3) of the Companies (Appointment and Qualification of Directors) Rules, 2014 confirming compliance with Rule 6(1) and (2) of the said Rules that their names are registered in the databank as maintained by the Indian Institute of Corporate Affairs (“IICA”).

Also, all the Independent Directors of the Company have served for more than three (3) years on board of listed entities and hence they are exempt from the requirement to undertake and pass the online proficiency self-assessment test as per the proviso to Rule 6(4) of Companies (Appointment and Qualification of Directors) Rules, 2014.

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

Pursuant to the provisions of Regulation 34(3) read with Schedule V of the Listing Regulations, the Company has obtained a Certificate from a Company Secretary in Practice dated May 20, 2023, certifying that none of the Directors of the Company have been debarred or disqualified from being appointed or continuing as Directors of companies by the Securities and Exchange Board of India (SEBI) or by the Ministry of Corporate Affairs (MCA) or by any such statutory authority.

Further, during the period under review, no Non-Executive Director of the Company had any pecuniary relationship or transactions with the Company.

KEY MANAGERIAL PERSONNEL:

As on the date of this Boards’ Report, the following personnel have been designated as the Key Managerial Personnel of the Company, in terms of provisions of Section 203 of the Act, read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014:

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

MEETINGS OF THE BOARD:

The Meetings of the Board and its Committees are held at regular intervals to discuss, deliberate and decide on various business policies, strategies, governance, financial matters and other businesses. Additional Meetings of the Board are held, when deemed necessary by the Board. The intervening gap between any two consecutive meetings did not exceed the gap prescribed by the Act and the Listing Regulations.

Agenda of the Meetings and the supporting documents and information are circulated to the Directors through a secure IT platform, to ensure integrity and confidentiality of data.

As required by Secretarial Standards issued by Institute of Company Secretaries of India (ICSI), certain Unpublished Price Sensitive Information (UPSI) such as Unaudited/ Audited Financial Results with Presentation thereon is being circulated to the Board Members at a shorter Notice as per the general consent given by the Board of Directors at the first Board Meeting held at each financial year.

During the Financial Year under review, the information as required under Regulation 17(7) of the Listing Regulations was made available on a quarterly basis to the Board.

Further, all the Board and Committee Meetings, during the Financial Year 2022-2023, were held by Video Conferencing, details of which are appended herein under:

Sr. No.	Date on which Board Meetings were held	Total strength of the Board	No. of Directors Present
1	May 19, 2022	9	9
2	July 28, 2022	9	7
3	November 14, 2022	9	8
4	January 23, 2023	9	8

Detailed information on the Board Meetings with regard to dates and attendance of each of the Directors thereat have been included in the Corporate Governance Report, which forms part of this Board’s Report.

Further, pursuant to the requirements of Schedule IV to the Act and Regulation 25(3) and 25(4) of the Listing Regulations, a separate Meeting of the Independent Directors of the Company was also held on January 23, 2023, without the presence of Non-Independent Directors and members of the management, to review the performance of Non-Independent Directors and the Board as a whole, the performance of the Chairperson of the Company, taking into account the views of Executive Directors, Non-Executive Non-Independent Director and also to assess the quality, quantity and timeliness of flow of information between the Company management and the Board.

AUDIT COMMITTEE:

The composition, powers, role and terms of reference of the Audit Committee are constituted as per the provisions of Regulation 18 of the Listing Regulations and the provisions of Section 177 of the Act. As of March 31, 2023, the Audit Committee of the Board of Directors of the Company, which consists entirely of the Independent Directors, comprised of 3 (three) Members namely :

Sr. No.	Name of Member	DIN	Designation	Category
1	Mr. Sanjiv N. Shah	00007211	Chairman	Independent Director
2	Mr. Prakash V. Mehta	00001366	Member	Independent Director
3	Mr. Jairaj C. Thacker	00108552	Member	Independent Director

All members of the Committee are financially literate. Mr. Sanjiv Shah, Chairman of the Committee is a Chartered Accountant and has adequate financial and accounting knowledge. The permanent invitees to the Committee Meetings are Chief Financial Officer, Internal Auditor and the Statutory Auditors of the Company. It is a practice of the Committee to extend an invitation to the Managing Directors, Whole-time Director and Cost Auditor to attend the Committee Meeting as and when required. Mr. Durgesh N. Nagarkar, Company Secretary, acts as Secretary of the Audit Committee.

The Audit Committee oversees and reviews the functioning of a vigil mechanism (implemented in the Company as a Whistle Blower Policy) and reviews the findings of investigation into cases of material nature and the actions taken in respect thereof.

During the Financial Year under review, all the recommendations made by the Audit Committee were accepted by the Board of Directors.

The terms of reference of Audit Committee and other details including number of Meetings held, are provided in the Corporate Governance Report, which forms part of this Board’s Report.

NOMINATION AND REMUNERATION COMMITTEE:

The Company complies with the provisions related to Nomination and Remuneration Committee in terms of Section 178(1) of the Act and Regulation 19 read with Part D(A) of Schedule II of the Listing Regulations. The terms of reference of the Committee and other details including number of Meetings held, are set out in the Corporate Governance Report, which forms a part of this Boards’ Report.

As of March 31, 2023, the Nomination and Remuneration Committee of the Board of Directors of the Company, which consists entirely of the Independent Directors, comprised of 3 (three) Members namely:

Sr. No.	Name of Member	DIN	Designation	Category
1	Mr. Sanjiv N. Shah	00007211	Chairman	Independent Director
2	Mr. Prakash V. Mehta	00001366	Member	Independent Director
3	Mr. Jairaj C. Thacker	00108552	Member	Independent Director

The Nomination and Remuneration Committee is entrusted with the responsibility of screening and selection process of new Directors and KMPs. The Committee develop strategies on people agenda, Talent Management Initiatives and criteria for appointment of Independent Directors, Non-Executive Directors and Executive Directors in compliance with the Act and the Listing Regulations.

The Company has no pecuniary relationship or transaction with its Non-Executive and Independent Directors other than payment of sitting fees to them for attending the Board and Committee meetings.

The Company follows a Nomination and Remuneration policy in accordance with the provisions of the Act and the Listing Regulations to ensure reasonableness and sufficiency of remuneration to attract, retain and motivate competent resources, a clear relationship of remuneration to performance and a balance between rewarding short and long-term performance of the Company. The said “Nominations and Remuneration Policy” is available on the Company’s website at, https://www.bharatbiilee.com/media/1208/bbl nomination-and-remuneration policy 27052021.pdf.

STAKEHOLDERS RELATIONSHIP COMMITTEE:

The Company has constituted a Stakeholders’ Relationship Committee with an objective to monitor and resolve the grievances of the security holders of the Company. As on March 31, 2023, the Committee comprised of 4 (four) Members namely:

Sr. No.	Name of Member	DIN	Designation	Category
1	Mr. Prakash V. Mehta	00001366	Chairman	Independent Director
2	Mr. Sanjiv N Shah	00007211	Member	Independent Director
3	Mr. Nikhil J. Danani	00056514	Member	Executive Director
4	Mr. Nakul P Mehta	00056561	Member	Executive Director

The Committee ensures cordial investor relations and oversees the mechanism for redressal of investors’ grievances. The Committee specifically looks into redressing shareholders’/ investors’ complaints/ grievances pertaining to share transfers/transmissions, non-receipts of annual reports, issuance of duplicate shares, exchange of new share certificates, recording dematerialization/ rematerialization of shares and related matters.

The Committee also reviews the various measures taken for reducing the quantum of unclaimed dividends and ensures timely receipt of dividend warrants/annual reports/statutory notices by the shareholders of the Company. The Committee reviews the measures taken for effective exercise of voting rights by shareholders and adherence to the service standards adopted in respect of various services being rendered by the Registrar & Share Transfer Agent

There are no complaints pending to be resolved at the end of the year under review. The Company has a dedicated e-mail address: [e-mail] for shareholders to communicate their grievances. Dividend reconciliation requests were duly acted upon by the Company.

The detailed terms of reference of the Committee and other details including number of Meetings held, has been provided in the Corporate Governance Report.

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

CORPORATE SOCIAL RESPONSIBILITY COMMITTEE:

At Bharat Bijlee, we uphold the values of being responsible corporate citizens, recognising our duty to the environment and the community in which we operate. Your Company would like to promote and sustain a culture, where CSR is profoundly integrated with Bharat Biilee’s business

philosophy. We believe that by conducting our business with utmost respect for the environment and the community, we can contribute to a sustainable and inclusive future for all.

The Company has constituted a Corporate Social Responsibility (CSR) Committee in line with Section 135 of the Act read with the Companies (Corporate Social Responsibility Policy) Rules, 2014, to review and monitor the CSR policy and the CSR activities undertaken by the Company. The Committee recommends the CSR projects to be undertaken by the Company and also monitors its implementation status.

As on March 31,2023, the Committee comprised of 4 (four) Members namely:

Sr. No.	Name of Member	DIN	Designation	Category
1	Mr. Nakul P Mehta	00056561	Chairman	Executive Director
2	Mr. Shome N. Danani	00217787	Member	Executive Director
3	Mr. Jairaj C. Thacker	00108552	Member	Independent Director
4	Mrs. Mahnaz A. Curmally	06907271	Member	Independent Director

For the Financial Year 2022-2023, Company’s CSR endeavours centered around initiatives identified under ‘Livelihood’ followed by ‘Climate Change’ as the Sectors, which are appended herein below:

1. Antarang Foundation

Antarang Foundation envisions a world where every young person is passionately, productively and positively engaged in a career of their choice. Through two career focused programs, CareerAware and CareeReady, the Foundation works to bridge the Employability gap that exists amongst disadvantaged youth.

Bharat Bijlee & Antarang Foundation -CareerAware: Enabling Aspirational Career

Pathways Programme 2022-23

Young people, facing the possibility of failing 10^th / 12^th standard exams, are at risk of dropping out of school. Once they do so, the only avenues open to them are menial jobs in the unorganised sector.

Antarang Foundation, through the aforementioned CareerAware Programme, emphasised the importance of completing 10^th and 12^th standard, and worked with students to help them understand the careers best suited to their individual talents and preferences. This programme made students examine themselves

carefully and chart a course for the future. Based on these learnings, students are able to make informed, self aware career choices.

Activities Committed during the FY 2022-2023:

- impacted 3251 Grade 9 students through 60 schools of Municipal Corporation of Greater Mumbai;

- 14 sessions of 45 mins each conducted for each student;

- Average attendance for CareerAware sessions was at 87%;

- Sessions for self-awareness, career awareness, and career mapping followed by one on one counselling;

- Parent engagement session to encourage parents to support students’ aspirations.

2. Utthan :

Utthan, which means ‘upliftment’ in Hindi initiated a people’s movement comprising a large number of women and youth, to address their rights to regular, safe drinking water, protecting and accessing common land for their livelihood security, challenging patriarchy, feudal exploitation and caste discrimination at local levels.

Bharat Bijlee & Utthan - Social enterprise development to better lives & livelihoods of marginalized women Programme 2022-23

Utthan committed to creating alternative income streams by training 300 women in the climate-change affected Dahod, Gujarat. As a pilot project, Utthan conducted a progress analysis and established an evidence-based process to determine area needs, forge high-quality partnerships, train their teams, and financially empower 25 selected women entrepreneurs through the setting up of ‘goat enterprises’. The organization exceeded its commitment by setting up enterprises for 50 women.

Activities Committed:

- 300 goat rearers had been selected and underwent basic training organised by NABARD;

- 50 potential entrepreneurs for the goat rearing enterprise out of the total 300 women received financial support for the purchase of 5 goats each;

- The final selection of 12 Pashu Sakhis and 50 potential entrepreneurs was completed with the inputs from The Goat Trust, Lucknow, and they underwent a 5-day orientation and training program focusing on goat management practices

3. Anubhuti Charitable Trust

Anubhuti’s is led by a woman from a nomadic tribe, working primarily with Nomadic & Denotified Tribes (NT-DNT), Adivasi, SC, migrant, and rural and urban poor populations with lenses of gender and social justice. Anubhuti works closely with youth and women living in resource-deprived urban and rural communities in Mumbai.

Bharat Bijlee & Anubhuti Charitable Trust - Career Leadership with Intersectional Marginalized Youth Programme 2022-23

Anubhuti has been able to execute on the activities through participatory methods focused on NT-DNT youth, in a planned and timely manner and have reached 5000 individuals through their training programs and activities.

Activities Committed:

- 10 mobilization and orientation meetings with community leaders;

- 3 community-based trainings with youth, women, stakeholder groups;

- 1 career leadership conference was conducted’

- 7 college-based trainings have been completed with the achievement of involving Industrial Training Institute;

- 2 career leadership fairs have been conducted to reach 200 individuals directly.

4. Sar-La Education Trust (Unit: Lalji Mehrotra Technical Institute)

Mr. Lalji Mehrotra was involved in the Non-cooperation Movement led by Shri Mahatma Gandhi during India’s freedom struggle. Later, together with his wife, Mrs. Saroj, he delved into many philanthropic activities, one among such was the Sar-La Education Trust. The Trust’s focus lies in the area of vocational education, technical education and skill development.

Bharat Bijlee & Sar-La Education Trust’s LMTI

Project 2022-23:

- Offering ITI courses affiliated to NCVT, DGT Government of India;

- Offering State level Vocational courses affiliated to Maharashtra State Board of Skill, Vocational Education & Training, Government of Maharashtra;

- Transforming the lives, by equipping the youth with employable skill, knowledge and attitudes and making them “Industry Ready”.

Activities Committed:ITI Electrician Course

- 7 monthly tests conducted;

- Meeting with parents of students conducted in

February, 2023;

- Lecture by an industry expert and industrial visit conducted.

Diploma in Electrician

- 6 monthly tests conducted;

- Meeting with parents of students conducted in

February, 2023;

- English communication and employability skill classes started from January, 2023;

- Lecture by an industry expert and industrial visit conducted.

The Annual Report on CSR activities that includes details about brief outline on CSR Policy developed and implemented by your Company, Composition of CSR Committee and CSR Initiatives taken during the Financial Year 2022-2023, in accordance with Section 135 of the Act and other details required to be disclosed as per the format prescribed under the Companies (Corporate Social Responsibility Policy) Rules, is set out at Annexure I, forming part of this Board’s Report.

RISK MANAGEMENT COMMITTEE:

The Company’s Board of Directors has the overall responsibility for the establishment and oversight of the Company’s risk management framework. The Board has established a Risk Management Committee in line with the provisions of Regulation 21 read with Part D of Schedule II of the Listing Regulations,

As on March 31, 2023, the Risk Management Committee of the Board comprised of five (5) Members, the details of which are mentioned herein under:

Sr. No.	Name of Member	DIN	Designation	Category
1	Mr. Sanjiv N. Shah	00007211	Chairman	Independent Director
2	Mr. Nikhil J. Danani	00056514	Member	Executive Director
3	Mr. Nakul P Mehta	00056561	Member	Executive Director
4	Mr. Shome N. Danani	00217787	Member	Executive Director
5	Mr. Yogendra S. Agarwal	-	Member	CFO

The detailed terms of reference of the Committee and other details including number of Meetings held, has been provided in the Corporate Governance Report.

The “Risk Management Policy” is hosted on Company’s Website at https://www.bharatbiilee.com/media/1206/bbl risk-management-policy 04082021.pdf.

EVALUATION OF DIRECTORS, COMMITTEE AND BOARD:

Pursuant to the provisions of Section 178(2) the Act, Regulation 17(10) of the Listing Regulations and the Guidance Note issued by SEBI, the Board of Directors of the Company, at its Meeting held on January 23, 2023, through Video Conferencing, evaluated the Annual Performance of Individual Directors, Board as a whole, Independent Directors and all the Committees of the Board viz., Audit Committee, Nomination and Remuneration Committee, Stakeholder Relationship Committee, Corporate Social Responsibility Committee, Risk Management Committee and Banking Committee on the basis of performance evaluation criteria approved by the Nomination and Remuneration Committee of the Company.

The criteria used for Performance Evaluation of the Independent Directors covers the areas relevant to their functioning as Independent Directors and is based on the expectation that they are performing their duties in a manner which should create and continue to build sustainable value for shareholders and in accordance with the duties and obligations imposed upon them.

Further, In accordance with the provisions of Schedule IV of the Act and Regulation 25(3) of the Listing Regulations, a separate Meeting of the Independent Directors of the Company was held on January 23, 2023, through Video Conferencing,

where the Independent Directors of the Company assessed the annual performance of Non-Independent Directors, Board and Chairman of the Company, on the basis of performance evaluation criteria approved by the Nomination and Remuneration Committee of the Company.

Responses of the Directors were sought by way of a structured questionnaire covering various aspects of the Board’s and Committee’s functioning such as adequacy, effectiveness, diversity etc of the Board and on the structure, composition of Committees, attendance, participation, fulfillment of the functions etc. The observation / outcome of the evaluation was discussed and presented to the Chairman of the Board at the Meeting held on January 23, 2023.

There were no observations and actions pending to be taken by the Company and the Board was satisfied with all the processes being followed by the Management and is hopeful in continuing the same good governance practices in the Company.

BOARD DIVERSITY POLICY:

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

VIGIL MECHANISM POLICY:

The Company has a “Whistle Blower Policy”, in line with the provisions of Section 178(9) of the Act read with Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014, and Regulation 22 of the Listing Regulations, for the highest degree of transparency, integrity and accountability.

As a part of the said Policy, appropriate avenues are provided to the Directors and employees of the Company, to report their genuine concern of any violations of legal or regulatory requirements, incorrect or misrepresentation of any financial statements and reports, unethical behavior, actual or suspected fraud, or violation of the Company’s code of conduct etc.

Details of “Vigil Mechanism Policy” are available on the internal employee portal as well as the website of the Company, i.e., https://www.bharatbiilee.com/media/15062/ bbl whistle-blower-policy.pdf. The Policy provides that the Company investigates such reported matters in an impartial manner and takes appropriate action to ensure that requisite standards of confidentiality, professional and ethical conduct are always upheld.

The Policy also provides for direct access to the Chairperson of the Audit Committee. During the financial year under review, no employee has been denied access to the Chairman of the Audit Committee. Also, Whistle blower complaints, if any and their redressal are discussed at the meeting of Audit Committee of the Board. During the financial year under review, no such complaints were received.

PREVENTION OF SEXUAL HARRASSMENT AT WORKPLACE:

Your Company gives prime importance to the dignity and respect of its employees irrespective of their gender or hierarchy and expects responsible conduct and behaviour on the part of employees at all levels.

To foster a positive workplace environment, free from harassment of any nature, your Company has institutionalized the ‘Policy for Prevention and Redressal of Sexual Harassment’ in line with the requirements of Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 (hereinafter referred as “the said Act”) and Rules made there under, through which we address complaints of sexual harassment at the all workplaces of the Company. The said policy has been uploaded on the internal portal of the Company for information of all employees.

As per the provisions of Section 4 of the said Act, the Board of Directors has constituted the Internal Complaints Committee (‘ICC’) at the Registered Office, Works and at all the Regional Offices of the Company to deal with the complaints received by the Company pertaining to gender discrimination and sexual harassment at workplace.

The ICC has been constituted covering the offices at Mumbai / Navi Mumbai, consisting of the following Members:

Sr. No.	Name of Officer	Designation	Position in Committee
1.	Ms. Aarti Madhankar	General Manager, Human Resources	Presiding Officer
2.	Mr. Durgesh N. Nagarkar	Company Secretary & Senior General Manager	Member
3.	Mr. Nitin R. Rathod	General Manager, Employee Relations	Member
4.	Ms. Kirti Kelkar	Business Controler -Motors	Member
5.	Ms. Renu Rao	General Manager -Business Solutions (Information Technology)	Member

Also, each branch of the Company, has its own ICC consisting of officers from Serial no. 1, 3 and 4, as mentioned herein above, along with two more members

employed at the branches, one of them consisting of a woman employed in those respective branches.

Company had conducted a Training Session on “POSH awareness” for 30 Female employees in month of October 2022.

Further, as per the provisions of Section 21 & 22 of the said Act, the Report on the details of the number of cases filed under Sexual Harassment and their disposal for the financial year under review, is as under:

Sr. No.	No. of cases pending as on the beginning of the financial year under review	No. of complaints filed during the financial year under review	No. of cases pending as on the end on the financial year under review
1.	Nil	Nil	Nil

DIRECTORS’ RESPONSIBILITY STATEMENT:

In terms of Section 134(3)(c) read with Section 134(5) of the

Act, the Board of Directors hereby confirms that:

a. i n the preparation of the Annual Financial Statements for the Year ended March 31, 2023, the Indian Accounting Standards (Ind AS), the provisions of the Companies Act, 2013, as applicable and guidelines issued by the Securities and Exchange Board of India (SEBI) have been followed along with proper explanations relating to material departures, if any;

b. such accounting policies have been selected and applied consistently and the Directors have made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31,2023 and of the Profit of the Company for the year ended on that date;

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

d. the annual accounts of the Company have been prepared on a going concern basis;

e. internal financial controls have been laid down to be followed by the Company and that such internal financial controls are adequate and were operating effectively;

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

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

Pursuant to the provisions of Section 124 of the Act and Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 (‘IEPF Rules’), (including any statutory modification(s) / re-enactment(s) / amendment(s) thereof, for the time being in force), the dividend which remains unclaimed / unpaid for a period of seven (7) years from the date of transfer to the unpaid dividend account of the Company, is required to be transferred to the Investor Education and Protection Fund Authority (‘IEPF’) established by the Central Government. Also, according to the IEPF Rules, the shares in respect of which dividend has not been paid / claimed by the Shareholders for seven (7) consecutive years or more, shall also be transferred to demat account created by the IEPF Authority.

However, the Shareholders are entitled to claim their shares including all the corporate benefits accruing on such shares, if any, from the IEPF Authority by submitting an online application in Form IEPF-5 and sending a physical copy of the Form IEPF-5 duly signed by all the joint shareholders, if any, as per the specimen signature recorded with the Company along with requisite documents enumerated in the Form IEPF-5, to the Company’s RTA. The Rules and Form IEPF-5, as prescribed, for claiming back the shares, are available on the website of the IEPF, i.e., on www.iepf.gov.in.

Please note, during the year under review, there was no amount or share(s) which was required to be transferred to the Investors Education and Protection Fund as per the provisions of Section 125(2) of the Act, as the Company did not declare a dividend for the F.Y. ended on March 31,2015.

The details of Nodal Officer of the Company, in line with the provisions of IEPF Regulations are available on the Company website and can be accessed through the link : https://www.bharatbiilee.com/companv/investor-relations/ investor-contact/

PARTICULARS OF EMPLOYEES AND REMUNERATION:

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

CORPORATE GOVERNANCE:

Your Company upholds the standards of governance and is compliant with the Corporate Governance provisions as stipulated under SEBI Listing Regulations. A separate Report on Corporate Governance is annexed as Annexure IV, and forms integral part of this Board’s Report along with the requisite Compliance Certificate as required under Part E of Schedule V of the Listing Regulations, issued by Messrs N. L. Bhatia and Associates, Practicing Company Secretaries, Mumbai, Secretarial Auditors of the Company, pertaining to the compliance of conditions of Corporate Governance.

MANAGEMENT DISCUSSION AND ANALYSIS (MDA) REPORT:

Pursuant to Regulation 34(2)(f) read with Schedule V of the Listing Regulations, a separate Report on Management Discussion and Analysis (‘MDA’) forms part of this Annual Report.

BUSINESS RESPONSIBILITY AND SUSTAINAIBILITY REPORT:

In line with Regulation 34(2)(f) of the Listing Regulations, a Business Responsibility and Sustainability Report (BRSR) forms an integral part of this Boards’ Report, as Annexure VI.

STATUTORY AUDITOR AND THEIR REPORT:

Messrs Deloitte Haskins & Sells LLP, Chartered Accountants (ICAI Firm Registration Number : 117366W/W-100018), Mumbai, on the recommendation of the Audit Committee and as approved by the Board, were appointed as Statutory Auditors of the Company, at the 75^th Annual General Meeting (AGM) of the Company, held on Wednesday, September 28, 2022, for a second (2^nd) term of five (5) consecutive years, commencing from the conclusion of the 75^th AGM till the conclusion of the 80^th AGM of the Company, at such remuneration plus applicable tax and reimbursement of out-of pocket expenses incurred by them during the course of audit, as Board of Directors / Audit Committee may fix in this behalf.

OBSERVATIONS OF STATUTORY AUDITORS ON THE FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2023:

The Auditor’s report given by Messrs Deloitte Haskins & Sells, LLP, Statutory Auditors, on the Financial Statements of the Company, for the year ended March 31, 2023, forms part of the Annual Report. There has been no qualification, reservation or adverse remark or any Disclaimer in their Report.

REPORTING OF FRAUDS:

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

COMPLIANCE WITH SECRETARIAL STANDARDS ON BOARD AND GENERAL MEETING:

Pursuant to Clause 9 of the Revised Secretarial Standard - 1 (SS-1), your Company has complied with applicable Secretarial Standards issued by the Institute of Company Secretaries of India, during the Financial Year under review.

SECRETARIAL AUDITORS AND THEIR REPORT:

Pursuant to the provisions of Section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, your Company had appointed Messrs N. L. Bhatia & Associates, Practicing Company Secretaries, Mumbai (Firm Registration No.: P1996MH055800), as its Secretarial Auditor to undertake the secretarial audit of the Company for the financial year 2022-2023.

The Report on Secretarial Audit for the financial year

2022- 2023, in Form MR-3, as Annexure V, forms integral part of this Board’s Report. There has been no qualification, reservation or adverse remark or any Disclaimer in their Report.

In terms of Section 204 of the Act, on the recommendation of the Audit Committee, the Board of Directors at its Meeting held on May 26, 2023, appointed Messrs N. L. Bhatia & Associates, Practicing Company Secretaries, Mumbai, (Firm Registration No.: P1996MH055800), as the Secretarial Auditors of the Company for the Financial Year

2023- 2024. The Company has received their consent for the said appointment.

ANNUAL SECRETARIAL COMPLIANCE REPORT

Pursuant to the Regulation 24A of the Listing Regulations, read with SEBI Circular No CIR/CFD/CMD1/27/2019, dated February 08, 2019, Messrs N. L. Bhatia & Associates, Practicing Company Secretaries carried out the audit for the financial year 2022-2023, for all applicable compliances as per SEBI Regulations and Circulars / Guidelines issued thereunder. There has been no qualification, reservation or adverse remark or any Disclaimer in their Report.

The said Annual Secretarial Compliance Report for the Financial Year 2022-2023, was filed with Stock Exchange(s),

i.e. on BSE Limited and on National Stock Exchange of India Limited, within 60 days from the Financial Year ended March 31, 2023.

COST AUDITORS AND THEIR REPORT:

Pursuant to the provisions of Section 148 of the Act read with the Companies (Cost Records and Audit) Rules, 2014 (including any amendment(s), modification(s), variation or re-enactment thereof for the time being in force), and as per the recommendation of the Audit Committee, the Board of Directors at its Meeting dated May 26, 2023, have appointed Messrs P. M. Nanabhoy & Co., Cost Accountants (Firm Registration No.: 000012), as the Cost Auditors of the Company, for the Financial Year 2023-2024, to audit the cost records of Electric Motors, Power Transformers, Drives and Magnet Technology Machines, at a remuneration as mentioned in the Notice of the 76^th AGM.

A Certificate from Messrs P. M. Nanabhoy & Co., has been received to the effect that their appointment as Cost Auditors of the Company, if made, would be in accordance with the limits specified under Section 141 of the Act and the Rules framed there under.

A resolution seeking Member’s approval for the remuneration payable to Cost Auditors forms part of the Notice convening 76^th AGM of the Company and the same is recommended for approval of Members.

The Cost Audit Report for the Financial Year ended March 31, 2022, issued by Messrs P. M. Nanabhoy & Co., Cost Auditors, in respect of the various products prescribed under Cost Audit Rules does not contain any qualification(s), reservation(s) or adverse remark(s) and the same was filed with the Ministry of Corporate Affairs on August 24, 2022. The Cost Audit Report for the Financial Year ended March 31, 2023 will be filed with the Ministry of Corporate Affairs within stipulated time.

DISCLOSURE UNDER INSOLVENCY AND BANKRUPTCY CODE, 2016:

During the Financial Year under review, no Corporate Insolvency Resolution Process (CIRP) was Initiated against your Company, under the “Insolvency and Bankruptcy Code, 2016” (IBC) (as amended).

EXTRACT OF ANNUAL RETURN:

Pursuant to amendment of Rule 12 of Companies (Management and Administration) Rules, 2014 by MCA, wherein, instead of attaching an extract of annual return to the Directors’ Report, the Company can host a copy of Annual Return on the website of the Company and a web link of the same to be given in the Directors’ Report.

Accordingly, a copy of Annual Return for the financial year ended March 31, 2023, is available on the website of the Company at the below link: https://www.bharatbijlee.com/ company/investor-relations/disclosures/annual-return/

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

The particulars as required under the provisions of Section 134(3) (m) of the Act read with Rule 8 of the Companies (Accounts) Rules, 2014 in respect of conservation of energy, technology absorption, foreign exchange earnings and outgo etc. are furnished in Annexure III which forms part of this Board’s Report.

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

Except as disclosed elsewhere in this Board’s Report, no material changes and commitments which could affect the Company’s financial position have occurred since the close of the financial year, i.e., March 31, 2023, till the date of this Board’s Report. Further, it is hereby confirmed that there has been no change in the nature of business of the Company.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNAL:

For the year under review and till the date of this Board’s Report, there are no significant and / or material orders passed by the Regulator(s) or Court(s) or Tribunal(s) impacting the going concern status of the Company and its business operations in future.

GENERAL:

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

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

2. Issue of Shares (including sweat Equity shares) to employees of the Company under any Scheme save and except ESOS referred to in this Report;

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

APPRECIATION:

Your Directors wish to record their deep appreciation for the co-operation received from the Employees, Customers, Government, Regulatory authorities, Vendors, Banks and last but not least, the Shareholders for their unwavering support, during the Financial Year under review.

---

Mar 31, 2018

The Directors are pleased to present their 71^st Annual Report on the business and operations of the Company together with the Audited Accounts for the financial year ended March 31, 2018.

GENERAL OUTLOOK OF INDUSTRY AND ECONOMY:

The previous year has seen a lot of disturbances in the business environment especially after demonetization and GST rollout. As GST related operational issues get sorted over time, we expect a gradual recovery in economic activity. While the demand-supply position still remains unfavorable, we continue to focus on volume growth without substantially compromising the margins. This is important to maintain our market position while we wait for a meaningful revival of capital expenditure cycle.

We continue to focus on building our order book and customer connect while simultaneously working on enhancing on our internal capabilities to capitalize on the next business cycle.

FINANCIAL PERFORMANCE:

(Rs. in Lakhs)

	Year ended 31st March, 2018	Year ended 31st March, 2017
Revenue from operations	78,980.95	74,970.35
Other Income	2,116.88	2,673.19
	81,097.83	77,643.54
Profit before Interest & Financial Charges, Depreciation, Exceptional items and Tax	5,449.61	4,387.92
Less: Interest and Financial Charges	1,928.27	1,594.82
Less: Depreciation	931.44	987.42
Profit before Exceptional items and Tax	2,589.90	1,805.68
Add: Exceptional items	4677.92	0.00
Profit before Tax	7,267.82	1,805.68
Less: Provision for Taxation	1,171.06	363.86
Profit after Taxation	6,096.76	1,441.82
Add: Profit Brought Forward	5,341.71	3,800.60
Add: Other Comprehensive Income arising from remeasurement of Defined Benefit Plan (net of tax)	68.80	99.29
Profit Carried Forward	11,507.27	5,341.71

Previous year’s figures have been regrouped for comparison purposes with current year’s presentation wherever necessary.

DIVIDEND:

In line with the improved financial performance as compared to previous three (3) financial years, your Directors are pleased to recommended a dividend of Rs.2.50 (Rupees Two and Paise Fifty ) (25%) (Previous year NIL) per equity share of Rs.10/- (Rupees Ten only) each, for the financial year 2017-2018. The dividend, if approved by the Members at the 71^st Annual General Meeting will result in the total dividend appropriation of Rs.170.33 lakhs including dividend distribution tax of Rs.29.04 lakhs (Previous year NIL).

OPERATIONS:

The Company had to maintain its operations amidst disruptions caused by GST implementation and mandatory shift to IE2 (High Efficiency) electric motors from earlier IE1 (Standard Efficiency) electric motors. Private spending and investment relating to capital goods did not show any remarkable recovery during the year.

Income from Sales and Services (Net of Excise duty) for the Company increased from Rs.67,747.33 lakhs in the previous year to Rs.77,399.06 lakhs, a rise of 14%. With continued focus on deeper market penetration and value engineering, the profit before exceptional items and tax improved from Rs.1,805.68 lakhs in the previous year to Rs.2,589.90 lakhs. During the year, an exceptional income before tax of Rs.4677.92 lakhs accrued to the Company on surrender of a part of its leasehold factory land at Navi Mumbai to Maharashtra Industrial Development Corporation for a public road project.

FINANCE:

Increase in sales, GST and elongated working capital cycle caused negative cash flows from operations and caused an increase of Rs.333.45 lakhs in finance cost for the year. The Company managed enough lines of credit to ensure a smooth flow of operations. The free Reserves of the Company as on March 31, 2018 increased by Rs.6,165.56 lakhs to Rs.35,978.64 lakhs.

During the year, Rs.9.67 lakhs was transferred to the Investor Education and Protection Fund.

HUMAN RESOURCES AND EMPLOYEE RELATIONS:

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

Employee strength as on March 31, 2018 was 1,603 as compared to 1,540 in the previous year.

SUBSIDIARY/JOINT VENTURE/ASSOCIATE COMPANIES:

The Company has no Subsidiary/Joint Venture/Associate Companies during the Financial year ending March 31, 2018. Accordingly, a statement under the provisions of Section 129(3) of the Companies Act, 2013, containing salient features of the financial statements of the Company’s subsidiary(ies) in Form AOC-1 is not enclosed.

DEPOSITS:

The Company has not accepted/renewed any fixed deposits from the public or the Members, within the meaning of Section 73 of the Companies Act, 2013, read with Chapter V of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014, during the financial year 2017-2018, and, as such, no amount of principal or interest on deposits from public or the Members, was outstanding as of the Balance Sheet date.

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

Except as disclosed elsewhere in this Board’s Report, no material changes and commitments which could affect the Company’s financial position have occurred since the close of the financial year, i.e., March 31, 2018 till the date of this Board’s Report. Further, it is hereby confirmed that there has been no change in the nature of business of the Company.

DISCLOSURE OF INTERNAL FINANCIAL CONTROLS:

The Internal Financial Controls with reference to financial statements as designed and implemented by the Company are adequate and commensurate with the size, scale and complexity of its operation. The internal controls are tested for adequacy, efficiency and effectiveness through audits by the in-house internal audit department and the observations, corrective and preventive actions are reviewed by the management and Audit Committee of the Board of Directors.

During the financial year under review, no material or serious observation has been received from the Internal Auditors of the Company for inadequacy or ineffectiveness of such controls.

INDIAN ACCOUNTING STANDARDS:

Your Company has adopted Indian Accounting Standards (‘Ind AS’) with effect from April 1, 2017. Financial Statements for the year ended March 31, 2018 have been prepared in accordance with Ind AS notified under the Companies (Indian Accounting Standards) Rules, 2015 as amended by the Companies (Indian Accounting Standards) Rules, 2016, the Companies (Indian Accounting Standards) Rules, 2017 read with Section 133 and other applicable provisions of the Companies Act, 2013. Previous periods figures have been re-stated to confirm to Ind AS, for comparative information.

Note No. 2.24 to the financial statement provides further explanation on the transition to Ind AS.

GOODS AND SERVICES TAX (GST)

Goods and Service Tax (GST) came into effect from July 1, 2017 through the implementation of One Hundred and First Amendment of the Constitution of India. The tax replaced existing multiple cascading taxes levied by the Central and State Governments.

Your Company has successfully implemented and migrated to GST followed by the changes across various departments/operations of the Company.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNAL:

There are no significant and/or material orders passed by the Regulator(s) or Court(s) or Tribunal(s) impacting the going concern status of the Company and its business operations in future.

PARTICULARS OF CONTRACT OR ARRANGEMENT WITH RELATED PARTIES:

All contracts/arrangements/transactions entered by the Company during the financial year 2017-2018, with related parties, as defined under Section 188 of the Companies Act, 2013 and the Rules made there under and as per the applicable provisions of Securities and Exchange Board of India (Listing Obligations & Disclosure Requirements) Regulations, 2015 (hereinafter referred as “the Listing Regulations”), were in the ordinary course of business and on arm’s length basis. Further no material related party transactions were entered during the Financial Year under review, by your Company. Accordingly, disclosure of related party transactions as required under Section 134(3)(h) of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014, in Form AOC-2, is not applicable to your Company.

Further, all such contracts/arrangements/transactions were placed before the Audit Committee and Board, for their approval. Prior omnibus approval of the Audit Committee/ Board is obtained on an annual basis, which is reviewed and updated on quarterly basis.

Your Company has formulated a policy on Related Party Transactions, which is also available on the website of the Company, www.bharatbijlee.com.

Your Directors draw attention of the Members to Note No. 35.2 of Financial Statements which sets out disclosures on related parties and transactions entered into with them during the financial year under review.

PARTICULARS OF LOANS, GUARANTEE, INVESTMENTS AND SECURITIES:

Particulars of loans, guarantees, investments and securities provided during the financial year under review, covered under the provisions of Section 186 of the Companies Act, 2013, have been provided in the Financial Statements which forms part of this Annual Report. (Please refer Note Nos. 5, 8, 10 and 12 to the Financial Statements).

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

The details of related party disclosures with respect to loans/advances/investments at the year end and maximum outstanding amount thereof during the year, as required under [Part A of Schedule V of the Listing Regulations have been provided in the notes to the Financial Statements of the Company. (Please refer Note Nos. 5, 8, 10 and 12 to the Financial Statements)].

DISCLOSURE UNDER SECTION 43(a)(ii) OF THE COMPANIES ACT, 2013:

The Company has not issued any shares with differential rights and hence no information as per provisions of Section 43(a)(ii) of the Act read with Rule 4(4) of the Companies (Share Capital and Debenture) Rules, 2014 has been furnished.

DISCLOSURE UNDER SECTION 54(1)(d) OF THE COMPANIES ACT, 2013:

The Company has not issued any sweat equity shares during the financial year under review and hence no information as per provisions of Section 54(1)(d) of the Act read with Rule 8(13) of the Companies (Share Capital and Debenture) Rules, 2014 has been furnished.

DISCLOSURE UNDER SECTION 62(1)(b) OF THE COMPANIES ACT, 2013:

The Company has not issued any equity shares under Employees Stock Option Scheme during the financial year under review and hence no information as per provisions of Section 62(1)(b) of the Act read with Rule 12(9) of the Companies (Share Capital and Debenture) Rules, 2014 has been furnished.

DISCLOSURE UNDER SECTION 67(3) OF THE COMPANIES ACT, 2013:

During the financial year under review, there were no instances of non-exercising of voting rights in respect of shares purchased directly by employees under a scheme pursuant to Section 67(3) of the Act read with Rule 16(4) of Companies (Share Capital and Debentures) Rules, 2014 and hence no information has been furnished.

BOARD OF DIRECTORS & KEY MANAGERIAL PERSONNEL:

In accordance with the provisions of Section 152 of the Companies Act, 2013 and the Articles of Association of the Company, Mr. Ravishanker Prasad (DIN 06641845), Non-Executive Director, being longest in the office, shall retire by rotation at the ensuing 71^st Annual General Meeting and being eligible, offers himself for re-appointment.

During the period under review, Mr. Shome N. Danani (DIN 00217787) was re-appointed as a Whole-time Director, designated as “Executive Director” of the Company, for a period of three (3) years w.e.f. January 28, 2017, at the 70th Annual General Meeting of Members held on June 30, 2017. His re-appointment and remuneration is in terms of Section 196, 197, 198, 200 and 203 read with Section II Part II, of Schedule V of the Companies Act, 2013 and other applicable provisions of the Companies Act, 2013.

Except as explained hereinabove, there were no changes in Directorship of the Company as well as in Key Managerial Personnel category during the period under review. As on March 31, 2018, your Company has Nine (9) Directors consisting of four (4) Independent Directors, Three (3) Executive Directors and Two (2) Non-Executive Directors, including one (1) Woman Director.

None of the Directors of your Company is disqualified under the provisions of Section 164(2)(a) and (b) of the Companies Act, 2013.

During the period under review, no Non-Executive Director of the Company had any pecuniary relationship or transactions with the Company.

Further, necessary resolutions relating to Directors who are seeking re-appointment, as required under Regulation 36 of the Listing Regulations/SS-2, is disclosed as part of the Notice dated May 10, 2018 of the ensuing 71^st Annual General Meeting.

As for the requirement under the provisions of Section 203 of the Companies Act, 2013, the Board of Directors noted that Mr. Nikhil J. Danani (DIN: 00056514), Managing Director, Mr. Nakul P Mehta (DIN: 00056561), Managing Director, Mr. Shome N. Danani (DIN: 00217787), Executive Director, Mr. Durgesh N. Nagarkar, Company Secretary and Mr. Sandeep M. Tilak, Chief Financial Officer, are the Key Managerial Personnel of the Company as on the date of this Board’s Report.

DECLARATIONS BY INDEPENDENT DIRECTORS:

Pursuant to the provisions of Section 149(7) of the Companies Act, 2013 and Regulation 16 (1) (b) of the Listing Regulations, the Company has received individual declarations from all the Independent Directors, whose names are appended herein below, confirming that they fulfill the criteria of independence as prescribed under Section 149(6) of the Companies Act, 2013 and the rules made there under to hold the office of Independent Director of the Company for the financial year ended March 31, 2018.

1. Mr. Prakash V. Mehta;

2. Mr. Sanjiv N. Shah;

3. Mr. Jairaj C. Thacker; &

4. Mr. Rajeshwar R. Bajaaj

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

NUMBER OF MEETINGS OF THE BOARD:

A notice of the Board Meeting is circulated well in advance with the Agenda, including detailed explanation to be discussed, to enable the Board to take an informed decision. The Board met five (5) times during the financial year ended March 31, 2018 viz., on May 19, 2017, June 30, 2017, August 24, 2017, November 24, 2017 and January 24, 2018, in accordance with the provisions of the Companies Act, 2013 and rules made there under and Listing Regulations. Detailed information on the Board Meetings with regard to their dates and attendance of each of the Directors thereat have been included in the Corporate Governance Report, which forms part of this Board’s Report.

Additionally, during the financial year ended March 31, 2018 a separate meeting of the Independent Directors was convened on January 24, 2018, in compliance with the requirements of Schedule IV of the Companies Act, 2013 and Regulation 25(3) and 25(4) of the Listing Regulations. However, since half the number of Directors were not present, it was adjourned and held on March 31, 2018.

Post the Independent Directors Meeting, the collective feedback of each of the Independent Director was scaled and measured on defined ratings, thereby covering the performance of Board as a whole, performance of the nonindependent directors and performance of the Chairman.

AUDIT COMMITTEE:

An Audit Committee as constituted by the Board of Directors of the Company, in accordance with the provisions of Section 177 of the Companies Act, 2013, comprises Independent Directors, namely:

1. Mr. Sanjiv N. Shah (Chairman) (Din: 00007211);

2. Mr. Prakash V. Mehta (Member) (DIN: 00001366); and

3. Mr. Jairaj C. Thacker (Member) (DIN: 00108552).

All the recommendations made by the Audit Committee during the financial year under review were accepted by the Board. The terms of reference of Audit Committee and other details are included in the Corporate Governance Report.

NOMINATION AND REMUNERATION COMMITTEE:

The Nomination and Remuneration Committee (‘NRC’) as constituted by the Board of Directors of the Company, in accordance with the provisions of Section 178(3) of the Companies Act, 2013, comprises:

1. Mr. Sanjiv N. Shah (Chairman) (Din: 00007211);

2. Mr. Prakash V. Mehta (Member) (DIN: 00001366); and

3. Mr. Jairaj C. Thacker (Member) (DIN: 00108552)

Further the NRC has formulated necessary policy on appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a Director. The details of “Nominations and Remuneration Policy” are explained in the Report on Corporate Governance along with the other details, which forms part of this Board’s Report and are also available on the website of the Company, www.bharatbijlee.com.

STAKEHOLDERS RELATIONSHIP COMMITTEE:

The Stakeholder Relationship Committee (‘SRC’) as constituted by the Board of Directors of the Company, in accordance with the provisions of Section 178 of the Companies Act, 2013, comprises:

1. Mr. Prakash V. Mehta (Chairman) (Din: 00001366);

2. Mr. Sanjiv N Shah (Member) (DIN: 00007211);

3. Mr. Nikhil J. Danani (Member) (DIN: 00056514); and

4. Mr. Nakul P Mehta (Member) (DIN: 00056561)

The detailed terms of reference and other information about the Committee has been provided in the Corporate Governance Report.

CORPORATE SOCIAL RESPONSIBILITY COMMITTEE:

The Corporate Social Responsibility (CSR) Committee comprises of

1. Mr. Nakul P Mehta (Chairman) (DIN: 00056514);

2. Mr. Shome N. Danani (Member) (DIN: 00217787); and

3. Mr. Jairaj C. Thacker (Member) (DIN: 00108552).

The CSR Policy of your Company as approved by the Board of Directors’is hosted on the Company’s website, www.bharatbijlee.com.

The frequency of CSR Committee meetings is decided by the Chairman and Members of the committee, with a minimum frequency of once a year. Over the last financial year under review, the CSR Committee has met once, i.e., on January 24, 2018, wherein all the three (3) Members were present.

The Annual Report on CSR activities as required under Section 134 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility) Rules, 2014, including a brief outline of the Company’s CSR Policy, total amount to be spent under CSR Policy for the financial year 2017-2018, amount unspent and the reason for the unspent amount, is set out at Annexure I, forming part of this Board’s Report.

EVALUATION OF DIRECTORS, COMMITTEE AND BOARD:

Pursuant to the provisions of the Companies Act, 2013 and the Listing Regulations, the Board of Directors has carried out evaluation of its own performance, its Committees and individual Directors. The evaluation process has been explained in the Report on Corporate Governance, which forms part of this Board’s Report.

Also, the Independent Directors, at their meeting held on March 31, 2018 reviewed the performance of the Board, its Chairman and Non-Executive Directors of the Company.

RISK MANAGEMENT POLICY:

Risk Management is an enterprise wide function that aims at assessing threats to business sustainability and mitigating those threats. The Board of Directors along with the senior management of the Company, having deep industry experience has developed and approved Risk Management Policy framework and Guidelines, wherein all material risks faced by the Company are identified and assessed. Moreover in the said Risk Management Policy the Board has defined a structured approach to manage uncertainty, cultivating the same in their decision making pertaining to all business divisions and corporate functions. For each of the risks identified, corresponding controls are assessed and policies and procedures are put in place for monitoring, mitigating and reporting on periodic basis.

VIGIL MECHANISM POLICY:

Pursuant to the provisions of Section 178(9) of the Companies Act, 2013 read with Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014, a “Vigil Mechanism Policy” for Directors and employees of the Company is in place, to report their genuine concern of any violations of legal or regulatory requirements, incorrect or misrepresentation of any financial statements and reports, unethical behavior, actual or suspected fraud, or violation of the Company’s code of conduct etc. During the financial year under review, no employee has been denied access to the Chairman of the Audit Committee. Also, Whistle blower complaints, if any and their redressal are discussed at the meeting of Audit Committee of the Board. During the financial year under review, no such complaints were received.

The details of “Vigil Mechanism Policy” are available on the website of the Company (http://www.bharatbijlee.com.

PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE

Your Company has zero tolerance policy in case of sexual harassment at workplace and is committed to provide a healthy environment to each and every employee of the Company. The Company has in place ‘Policy for Prevention and Redressal of Sexual Harassment’in line with the requirements of Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 (hereinafter referred as “the said Act”) and Rules made there under. As per the provisions of Section 4 of the said Act, the Board of Directors has constituted the Internal Complaints Committee (‘ICC’) at the Registered Office, Works and at all the Regional Offices of the Company to deal with the complaints received by the Company pertaining to gender discrimination and sexual harassment at workplace.

The ICC has been constituted covering the offices at Mumbai/Navi Mumbai, consisting of the following Members:

Sr. No.	Name of Officer	Designation	Position in Committee
1.	Ms. Aarti Madhankar	General Manager, Human Resources	Presiding Officer
2.	Mr. Durgesh N. Nagarkar	Company Secretary & Senior General Manager	Member
3.	Mr. Nitin R. Rathod	General Manager, Employee Relations	Member
4.	Ms. Anjali Ranade	Senior Manager, Design	Member
5.	Ms. Renu Rao	General Manager, Business Solutions (Information Technology)	Member

Also, each branch of the Company, has its own ICC consisting of officers from Serial no. 1, 3 and 4, as mentioned herein above, along with two more members employed at the branches, one of them consisting of a woman employed in those respective branches.

During the financial year under review, your Company appointed a reputed agency to design the awareness programme in line with the said Act. With the help of this agency, HR Division conduced various sessions in batches for sensitizing our employees with the provision of the said Act.

Further, as per the provisions of Section 21 & 22 of the said Act, the Report on the details of the number of cases filed under Sexual Harassment and their disposal for the financial year under review, is as under:

Sr.	No. of cases	No. of complaints	No. of cases
No.	pending as on the	filed during the	pending as on
	beginning of the	financial year	the end on the
	financial year	under review	financial year
	under review		under review
1.	Nil	Nil	Nil

DIRECTORS’RESPONSIBILITY STATEMENT:

In terms of Section 134(3)(c) read with Section 134(5) of the Companies Act, 2013, the Board of Directors hereby confirms that:

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

b. such accounting policies have been selected and applied consistently and the Directors have made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2018 and of the Profit and Loss of the Company for the year ended on that date;

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

d. the annual accounts of the Company have been prepared on a going concern basis;

e. internal financial controls have been laid down to be followed by the Company and that such internal financial controls are adequate and were operating effectively;

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

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

Pursuant to the provisions of Section 124 of the Companies Act, 2013 and Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 (‘IEPF Rules’), (including any statutory modification(s)/ re-enactment(s)/amendment(s) thereof, for the time being in force), the dividend which remains unclaimed/unpaid for a period of seven (7) years from the date of transfer to the unpaid dividend account of the Company, is required to be transferred to the Investor Education and Protection Fund Authority (‘IEPF’) established by the Central Government. Also, according to the IEPF Rules, the shares in respect of which dividend has not been paid/claimed by the Shareholders for seven (7) consecutive years or more, shall also be transferred to demat account created by the IEPF Authority.

Further, in compliance with the provisions laid down in IEPF Rules, the Company had sent notices and also advertised in the newspapers seeking action from Shareholders who have not claimed their dividends for seven (7) consecutive years or more. Accordingly, for the financial year ended March 31, 2010, the Company has transferred all corresponding equity shares on which dividend remained unclaimed for a period of seven (7) years, to the Demat Account of the IEPF, the due date of which was November 30, 2017 (as per the Notification issued by Ministry of Corporate Affairs, dated October 16, 2017). It may please be noted that no claim shall lie against the Company in respect of share(s) transferred to IEPF pursuant to the said Rules.

However, the Shareholders are entitled to claim their shares including all the corporate benefits accruing on such shares, if any, from the IEPF Authority by submitting an online application in Form IEPF-5 and sending a physical copy of the Form IEPF-5 duly signed by all the joint shareholders, if any, as per the specimen signature recorded with the Company along with requisite documents enumerated in the Form IEPF-5, to the Company’s RTA. The Rules and Form IEPF-5, as prescribed, for claiming back the shares, are available on the website of the IEPF, i.e., on www.iepf.gov.in.

Members who have not claimed the dividends declared for the financial year March 31, 2011 were notified to lodge their claim on or before May 30, 2018, with the Company’s Registrar and Transfer Agents at the address mentioned in the Annual Report. The Company has already sent reminders to all such Members at their registered address in this regards.

Further, all the shareholders who have not claimed their dividends in the last seven (7) consecutive years from 2011 were notified to claim the same by May 30, 2018. In case valid claim is not received by that date, the Company will proceed to transfer the respective shares to the IEPF Account in terms of the IEPF Rules. In this regard, the Company has individually informed the shareholders concerned and also published notice in the newspapers as per the IEPF Rules. It may please be noted that no claim shall lie against the Company once such share(s)/ dividend transferred to IEPF demat account, pursuant to the said Rules.

The Statement containing details of Name, Address, Folio No., Demat Account No. and No. of shares due for transfer to IEPF demat Account is made available on www.bharatbijlee.com.

The Shareholders are therefore encouraged to verify their records and claim their dividends, if not claimed.

PARTICULARS OF EMPLOYEES AND REMUNERATION:

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

CORPORATE GOVERNANCE:

As stipulated under the provisions of Regulation 34(3) read with Schedule V (C) of the Listing Regulations, a separate Report on Corporate Governance enclosed as Annexure V, forms integral part of this Board’s Report. Your Company is committed to transparency in all its dealings and places high emphasis on business ethics. The requisite Compliance Certificate as required under Part E of Schedule V of the Listing Regulations, issued by Messrs N. L. Bhatia and Associates, Practicing Company Secretaries, Mumbai, Secretarial Auditors of the Company, pertaining to the compliance of conditions of Corporate Governance, is annexed.

MANAGEMENT DISCUSSION AND ANALYSIS (MDA) REPORT:

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

STATUTORY AUDITOR AND THEIR REPORT:

In compliance with the provisions of Section 139 and other applicable provisions of the Companies Act, 2013 and the Companies (Audit and Auditors) Rules, 2014 (including any statutory modification(s)/re-enactment(s)/ amendment(s) thereof, for the time being in force), Messrs Deloitte Haskins & Sells, LLP, Chartered Accountants, (Firm Registration No. 117366W/W-100018) were appointed as Statutory Auditors at the 70^th Annual General Meeting of the Company held on June 30, 2017, to hold office for a term of five (5) consecutive years from the conclusion of the 70^th Annual General Meeting until the conclusion of the 75^th Annual General Meeting, subject to the ratification at the Annual General Meeting in each of the subsequent years during the aforementioned term of their appointment.

However, with the Notification dated May 7, 2018 issued by the Ministry of Corporate Affairs (‘MCA’), the first proviso to section 139(1) of the Companies Act, 2013 pertaining to the requirement of annual ratification of appointment of Auditors by Members is omitted.

Accordingly, as per the Companies (Amendment) Act, 2017, ratification of the appointment of Statutory Auditors during their period of appointment will not be considered.

OBSERVATIONS OF STATUTORY AUDITORS ON THE FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2018:

The Auditor’s report given by Messrs Deloitte Haskins & Sells, LLP, Statutory Auditors, on the Financial Statements of the Company, for the year ended March 31, 2018, forms part of the Annual Report. There has been no qualification, reservation or adverse remark or any Disclaimer in their Report.

REPORTING OF FRAUDS:

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

COMPLIANCE WITH SECRETARIAL STANDARDS ON BOARD AND GENERAL MEETING:

Pursuant to Clause 9 of the Revised Secretarial Standard-1 (SS-1), your Company has complied with applicable Secretarial Standards issued by the Institute of Company Secretaries of India, during the Financial Year under review.

SECRETARIAL AUDITORS AND THEIR REPORT:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, your Company had appointed Messrs N. L. Bhatia & Associates, Practicing Company Secretaries, Mumbai (Firm Registration No.: P1996MH055800), as its Secretarial Auditor to conduct the secretarial audit of the Company for the financial year 2017-2018.

The Report on Secretarial Audit for the financial year 2017-2018, in Form MR-3, as Annexure VI, forms integral part of this Board’s Report. There has been no qualification, reservation or adverse remark or any Disclaimer in their Report.

In terms of Section 204 of the Companies Act, 201 3, on the recommendation of the Audit Committee, the Board of Directors appointed Messrs N. L. Bhatia & Associates, Practicing Company Secretaries, Mumbai, (Firm Registration No.: P1996MH055800), as the Secretarial Auditors of the Company for the financial year 2018-2019. The Company has received their consent for the said appointment.

COST AUDITORS AND THEIR REPORT:

Pursuant to the provisions of Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Amendment Rules, 2014 (including any amendment(s), modification(s), variation or re-enactment thereof for the time being in force), and as per the recommendation of the Audit Committee, the Board of Directors at their meeting dated May 10, 2018, have appointed Messrs P M. Nanabhoy & Co., Cost Accountants (Firm Registration No.: 000012), as the Cost Auditors of the Company, for the financial year 2018-2019, to audit the cost records of Electric Motors, Power Transformers, Drives and Magnet Technology Machines. A resolution for ratification of the payment to be made for such appointment is included in the Notice of the ensuing 71^st Annual General Meeting.

A Certificate from Messrs P M. Nanabhoy & Co., has been received to the effect that their appointment as Cost Auditors of the Company, if made, would be in accordance with the limits specified under Section 141 of the Companies Act, 2013 and the Rules framed there under.

For the financial year ending March 31, 2017, the due date of filing the Cost Audit Report submitted by Messrs. P. M. Nanabhoy & Co., Cost Accountants, Mumbai, was September 23, 2017 and the same was filed with the MCA on September 22, 2017.

EXTRACT OF ANNUAL RETURN:

Pursuant to the provisions of Section 134(3)(a) of the Companies Act, 2013, the Extract of the Annual Return for the financial year ended March 31, 2018 made under the provisions of Section 92(3) of the Companies Act, 2013 read with Rule 12 of the Companies (Management and Administration) Rules, 2014, is attached as Annexure III, which forms part of this Board’s Report.

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

The particulars as required under the provisions of Section 134(3) (m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 in respect of conservation of energy, technology absorption, foreign exchange earnings and outgo etc. are furnished in Annexure IV which forms part of this Board’s Report.

ACKNOWLEDGEMENT:

Employee relations throughout the Company were harmonious. The Board wishes to place on record its appreciation to all employees in the Company, for their sustained efforts and immense contributions to the good levels of performance and growth that your Company has achieved during the financial year under review.

Your Directors also place on record their sincere thanks and appreciation for the continuing support and assistance received from the financial institutions, banks, Government as well as non-government authorities, customers, vendors, stock exchange and members during the financial year under review.

For and on behalf of the Board of Directors

Prakash V. Mehta

DIN 00001366

Chairman

Place: Mumbai

Date: May 10, 2018

---

Mar 31, 2017

The Directors are pleased to present their 70^th Annual Report on the business and operations of the Company together with the Audited Accounts for the financial year ended March 31, 2017.

GENERAL OUTLOOK OF INDUSTRY AND ECONOMY:

The waiting game continues for the capital goods recovery in the domestic market. While there have been signs of recovery in the past few months, these are still early days to infer whether this is a sustainable recovery or just a post-demonetization adjustment. In any case, the margins still elude us to make a meaningful and profitable business recovery.

During the year under review, we have focused on building our order book and ensuring that our customer reach is not impacted despite the poor market conditions. We continue to enhance our design capabilities and supply chain efficiencies.

FINANCIAL PERFORMANCE:

(Rs. in Lakhs)

	Year Ended March 31, 2017	Year Ended March 31, 2016
Sales and Services (Gross)	73,480.92	71,381.14
Less: Excise Duty	7,223.02	7,429.82
	66,257.90	63,951.32
Other Income	2,785.62	2,092.70
	69,043.52	66,044.02
Profit/(Loss) before Interest & Financial Charges, Depreciation, Exceptional items and Tax	4,596.45	3,818.86
Less: Interest and Financial Charges	1,594.82	2,056.05
Less: Depreciation	987.42	1,027.44
Profit/(Loss) before Tax	2,014.21	735.37
Less: Provision for Taxation	45.45	52.41
Profit/(Loss) for the year	1,968.76	682.96
Short/(Excess) provision of Tax for earlier years	7.99	(36.23)
Profit/(Loss) after Taxation	1,960.77	719.19
Add: Profit/(Loss) Brought Forward	2,217.76	1,498.57
Less: Depreciation Adjustment	—	—
Net Surplus available for Appropriation	4,178.53	2,217.76

Previous year’s figures have been regrouped for comparison purposes with current year’s presentation wherever necessary.

OPERATIONS:

The capital goods industry continues to remain stagnated and investment recovery is still some way away for the Indian market.

It is in this background that the Company’s operations need to be seen.

Income from Sales and Services for the Company increased from Rs. 71,381.14 lakhs in the previous year to Rs.73,480.92 lakhs, a rise of 3%. The concentrated efforts to reach deeper into the markets, do cherry picking while accepting the orders and the value engineering helped the Company to make a profit before exceptional items and tax of Rs.2,014.21 lakhs as against Rs.735.37 lakhs in the previous year.

FINANCE:

Tighter working capital management, positive cash flow from operations and lower interest rates negotiated with the banks enabled the Company to reduce the finance cost by Rs.461 lakhs compared to the previous year. The Free Reserves of the Company as on March 31, 2017 increased by Rs.1960.77 lakhs to Rs.28,649.90 lakhs.

During the year Rs.11.22 lakhs was transferred to the Investor Education and Protection Fund.

HUMAN RESOURCES AND EMPLOYEE RELATIONS:

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

Employee strength as on March 31, 2017 was 1540 as compared to 1412 in the previous year.

SUBSIDIARY/JOINT VENTURE/ASSOCIATE COMPANIES:

The Company has no Subsidiary/Joint Venture/ Associate Companies during the Financial year ending March 31, 2017.

DEPOSITS:

The Company has not accepted/renewed any fixed deposits from the public or the Members, within the meaning of Section 73 of the Companies Act, 2013, read with Chapter V of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014, during the financial year 2016-2017, and, as such, no amount of principal or interest on deposits from public or the Members, was outstanding as of the Balance Sheet date.

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

Except as disclosed elsewhere in this Board’s Report, no material changes and commitments which could affect the Company’s financial position have occurred since the close of the financial year, i.e., March 31, 2017 till the date of this Board’s Report. Further, it is hereby confirmed that there has been no change in the nature of business of the Company.

DISCLOSURE OF INTERNAL FINANCIAL CONTROLS:

The Internal Financial Controls with reference to financial statements as designed and implemented by the Company are adequate, and commensurate with the size, scale and complexity of its operation. The internal controls are tested for adequacy, efficiency and effectiveness through audits by the in-house internal audit department and the observations, corrective and preventive actions are reviewed by the management and Audit Committee of the Board of Directors.

During the financial year under review, no material or serious observation has been received from the Internal Auditors of the Company for inadequacy or ineffectiveness of such controls.

INDIAN ACCOUNTING STANDARDS:

Your Company shall adopt Indian Accounting Standards (‘Ind AS’) with effect from April 1, 2017 pursuant to Ministry of Corporate Affairs notification dated February 16, 2015, notifying the Companies (Indian Accounting Standards) Rules, 2015. The implementation of IND AS in 2017 will be a major change process and the Company is well positioned to ensure a smooth transition.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNAL:

There are no significant and/or material orders passed by the Regulator(s) or Court(s) or Tribunal(s) impacting the going concern status of the Company and its business operations in future.

PARTICULARS OF CONTRACT OR ARRANGEMENT WITH RELATED PARTIES:

All contracts/arrangements/transactions entered by the Company during the financial year 2016-2017, with related parties, as defined under Section 188 of the Companies Act, 2013 and the Rules made there under and as per the applicable provisions of Securities and Exchange Board of India (Listing Obligations & Disclosure Requirements) Regulations, 2015 (hereinafter referred as “the Listing Regulations”), were in the ordinary course of business and on arm’s length basis. Further no material related party transactions were entered during the Financial Year under review, by your Company. Accordingly, disclosure of related party transactions as required under Section 134(3) (h) of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014, in Form AOC -2, is not applicable to your Company.

Further, all such contracts/arrangements/transactions were placed before the Audit Committee and Board, for their approval. Prior omnibus approval of the Audit Committee/ Board is obtained on an annual basis, which is reviewed and updated on quarterly basis.

Your Company has formulated a policy on Related Party Transactions, which is also available on the website of the Company, http://www.bharatbijlee.com.

Your Directors draw attention of the Members to Note No. 39 of Financial Statements which sets out disclosures on related parties and transactions entered into with them during the financial year under review.

PARTICULARS OF LOANS; GUARANTEE; INVESTMENTS AND SECURITIES:

Particulars of loans, guarantees, investments and securities provided during the financial year under review, covered under the provisions of Section 186 of the Companies Act, 2013, have been provided in the Financial Statements which forms part of this Annual Report. (Please refer Note No. 13, 14 and 16 to the Financial Statements).

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

The details of related party disclosures with respect to loans/advances/investments at the year end and maximum outstanding amount thereof during the year, as required under Part A of Schedule V of the Listing Regulations have been provided in the notes to the Financial Statements of the Company. (Please refer Note No. 13, 14 and 16 to the Financial Statements).

DISCLOSURE UNDER SECTION 43(a)(ii) OF THE COMPANIES ACT, 2013:

The Company has not issued any shares with differential rights and hence no information as per provisions of Section 43(a)(ii) of the Act read with Rule 4(4) of the Companies (Share Capital and Debenture) Rules, 2014 has been furnished.

DISCLOSURE UNDER SECTION 54(1)(d) OF THE COMPANIES ACT, 2013:

The Company has not issued any sweat equity shares during the financial year under review and hence no information as per provisions of Section 54(1)(d) of the Act read with Rule 8(13) of the Companies (Share Capital and Debenture) Rules, 2014 has been furnished.

DISCLOSURE UNDER SECTION 62(1)(b) OF THE COMPANIES ACT, 2013:

The Company has not issued any equity shares under Employees Stock Option Scheme during the financial year under review and hence no information as per provisions of Section 62(1)(b) of the Act read with Rule 12(9) of the Companies (Share Capital and Debenture) Rules, 2014 has been furnished.

DISCLOSURE UNDER SECTION 67(3) OF THE COMPANIES ACT, 2013:

During the financial year under review, there were no instances of non-exercising of voting rights in respect of shares purchased directly by employees under a scheme pursuant to Section 67(3) of the Act read with Rule 16(4) of Companies (Share Capital and Debentures) Rules, 2014 and hence no information has been furnished.

BOARD OF DIRECTORS & KEY MANAGERIAL PERSONNEL:

In accordance with the provisions of Section 152 of the Companies Act, 2013 and the Articles of Association of the Company, Mrs. Mahnaz Amir Curmally (DIN 06907271), Non-Executive Director, being longest in the office, shall retire by rotation at the ensuing 70^th Annual General Meeting and being eligible, offers herself for re-appointment.

The term of office of Mr. Shome N. Danani (DIN 00217787), as Whole-time Director, designated as “Executive Director" of the Company, expired on January 27, 2017. The Board of Directors on the recommendation of the Nomination and Remuneration Committee, at their respective meeting held on January 24, 2017, have accorded their approval to re-appoint Mr. Shome N. Danani as Whole-time Director, designated as “Executive Director" of the Company, for a further period of three (3) years w.e.f. January 28, 2017, subject to the approval of Members of the Company. His re-appointment and remuneration is in terms of Section 196, 197, 198, 200 and 203 read with Section II Part II, of Schedule V of the Companies Act, 2013 and other applicable provisions of the Companies Act, 2013. The detailed terms and conditions including remuneration have been mentioned in the Notice convening 70^th Annual General Meeting. The details of Mr. Shome N. Danani (DIN 00217787), as required under Listing Regulations and SS-2 are provided in the Corporate Governance Report and Notice of 70^th Annual General Meeting.

During the period under review, Mr. Nikhil J. Danani (DIN: 00056514) and Mr. Nakul PI Mehta (DIN: 00056561) were re-appointed as Managing Directors, for a period of three (3) years w.e.f. June 20, 2016, at the 69^th Annual General Meeting of Members held on September 20, 2016. Their re-appointment and remuneration is in terms of Section 196, 197, 198, 200 and 203 read with Section II Part II, of Schedule V of the Companies Act, 2013 and other applicable provisions of the Companies Act, 2013.

Except as explained hereinabove, there were no changes in Directorship of the Company as well as in Key Managerial Personnel category during the period under review. As on March 31, 2017, your Company has Nine (9) Directors consisting of four (4) Independent Directors, Three (3) Executive Directors and Two (2) Non-Executive Directors, including one (1) Woman Director.

None of the Directors of your Company is disqualified under the provisions of Section 164(2)(a) and (b) of the Companies Act, 2013.

During the period under review, no Non-Executive Director of the Company had any pecuniary relationship or transactions with the Company.

Further, necessary resolutions relating to Directors who are seeking appointment/re-appointment, as required under Regulation 36 of the Listing Regulations/SS-2, is disclosed as part of the Notice dated May 19, 2017 of the ensuing 70^th Annual General Meeting.

As for the requirement under the provisions of Section 203 of the Companies Act, 2013, the Board of Directors noted that Mr. Nikhil J. Danani (DIN: 00056514), Managing Director, Mr. Nakul P Mehta (DIN: 00056561), Managing Director, Mr. Shome N. Danani (DIN: 00217787), Executive Director, Mr. Durgesh N. Nagarkar, Company Secretary and Mr. Sandeep M. Tilak, Chief Financial Officer, are the Key Managerial Personnel of the Company as on the date of this Board’s Report.

DECLARATIONS BY INDEPENDENT DIRECTORS:

Pursuant to the provisions of Section 149(7) of the Companies Act, 2013 and Regulation 16 (1) (b) of the Listing Regulations, the Company has received individual declarations from all the Independent Directors, whose names are appended herein below, confirming that they fulfill the criteria of independence as prescribed under Section 149(6) of the Companies Act, 2013 and the rules made there under to hold the office of Independent Director of the Company for the financial year ended March 31, 2017.

1. Mr. Prakash V. Mehta;

2. Mr. Sanjiv N. Shah;

3. Mr. Jairaj C. Thacker; and

4. Mr. Rajeshwar R. Bajaaj.

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

NUMBER OF MEETINGS OF THE BOARD:

A notice of the Board Meeting is circulated well in advance with the Agenda, including detailed explanation to be discussed, to enable the Board to take an informed decision. The Board met five (5) times during the financial year ended March 31, 2017 viz., on May 12, 2016, July 18, 2016, September 20, 2016, October 25, 2016 and January 24, 2017, in accordance with the provisions of the Companies Act, 2013 and rules made there under and Listing Regulations. Detailed information on the Board Meetings with regard to their dates and attendance of each of the Directors thereat have been included in the Corporate Governance Report, which forms part of this Board’s Report.

Additionally, during the financial year ended March 31, 2017 a separate meeting of the Independent Directors was convened on January 24, 2017, in compliance with the requirements of Schedule IV of the Companies Act, 2013 and Regulation 25(3) and 25(4) of the Listing Regulations. Post the Independent Directors Meeting, the collective feedback of each of the Independent Director was discussed, covering performance of the Board as a whole, performance of the Non-Independent Directors and performance of the Chairman.

AUDIT COMMITTEE:

An Audit Committee as constituted by the Board of Directors of the Company in accordance with the provisions of Section 177 of the Companies Act, 2013, comprises Independent Directors, namely :

1. Mr. Sanjiv N. Shah (Chairman) (DIN: 00007211);

2. Mr. Prakash V. Mehta (Member) (DIN: 00001366); and

3. Mr. Jairaj C. Thacker (Member) (DIN: 00108552).

All the recommendations made by the Audit Committee during the financial year under review were accepted by the Board. The terms of reference of Audit Committee and other details are included in the Corporate Governance Report.

NOMINATION AND REMUNERATION COMMITTEE:

The Nomination and Remuneration Committee (‘NRC’) as constituted by the Board of Directors of the Company, in accordance with the provisions of Section 178(3) of the Companies Act, 2013, comprises:

1. Mr. Sanjiv N. Shah (Chairman) (DIN: 00007211);

2. Mr. Prakash V. Mehta (Member) (DIN: 00001366); and

3. Mr. Jairaj C. Thacker (Member) (DIN: 00108552).

Further the NRC has formulated necessary policy on appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a Director. The details of “Nominations and Remuneration Policy” are explained in the Report on Corporate Governance along with the other details, which forms part of this Board’s Report and are also available on the website of the Company : http://www.bharatbijlee.com.

STAKEHOLDERS RELATIONSHIP COMMITTEE:

The Stakeholder Relationship Committee (‘SRC’) as constituted by the Board of Directors of the Company, in accordance with the provisions of Section 178 of the Companies Act, 2013, comprises:

1. Mr. Prakash V. Mehta (Chairman) (DIN: 00001366);

2. Mr. Sanjiv N. Shah (Member) (DIN: 00007211);

3. Mr. Nikhil J. Danani (Member) (DIN: 00056514); and

4. Mr. Nakul P Mehta (Member) (DIN: 00056561).

The detailed terms of reference and other information about the Committee has been provided in the Corporate Governance Report.

CORPORATE SOCIAL RESPONSIBILITY COMMITTEE:

The Corporate Social Responsibility (CSR) Committee comprises of

1. Mr. Nakul P Mehta (Chairman) (DIN: 00056514);

2. Mr. Shome N. Danani (Member) (DIN: 00217787); and

3. Mr. Jairaj C. Thacker (Member) (DIN: 00108552).

The CSR Policy of your Company as approved by the Board of Directors’ is hosted on the Company’s website, www.bharatbijlee.com.

The frequency of CSR Committee meetings is decided by the Chairman and Members of the committee, with a minimum frequency of once a year. Over the last financial year under review, the CSR Committee has met once, i.e., on January 24, 2017, wherein all the three (3) Members were present.

The Annual Report on CSR activities as required under Section 134 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility) Rules, 2014, including a brief outline of the Company’s CSR Policy, total amount to be spent under CSR Policy for the financial year 2016-2017, amount unspent and the reason for the unspent amount, is set out at Annexure I, forming part of this Board’s Report.

EVALUATION OF DIRECTORS, COMMITTEE AND BOARD:

Pursuant to the provisions of the Companies Act, 2013 and the Listing Regulations, the Board of Directors has carried out evaluation of its own performance, its Committees and individual Directors. The evaluation process has been explained in the Report on Corporate Governance, which forms part of this Board’s Report.

Also, the Independent Directors, at their meeting reviewed the performance of the Board, its Chairman and Non-Executive Directors of the Company.

RISK MANAGEMENT POLICY:

The Board of Directors of the Company has approved Risk Management Policy and Guidelines, wherein all material risks faced by the Company are identified and assessed. Moreover in the said Risk Management Policy the Board has defined a structured approach to manage uncertainty, cultivating the same in their decision making pertaining to all business divisions and corporate functions. For each of the risks identified, corresponding controls are assessed and policies and procedures are put in place for monitoring, mitigating and reporting on periodic basis.

VIGIL MECHANISM POLICY:

Pursuant to the provisions of Section 178(9) of the Companies Act, 2013 read with Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014, a “Vigil Mechanism Policy” for Directors and employees of the Company is in place, to report their genuine concern of any violations of legal or regulatory requirements, incorrect or misrepresentation of any financial statements and reports etc. During the financial year under review, no employee has been denied access to the Chairman of the Audit Committee. Also, Whistle blower complaints, if any and their redressal are discussed at the meeting of Audit Committee of the Board. During the financial year under review, no such complaints were received.

The details of “Vigil Mechanism Policy” are available on the website of the Company (http://www.bharatbijlee.com)

PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE

Your Company has zero tolerance policy in case of sexual harassment at workplace and is committed to provide a healthy environment to each and every employee of the Company. The Company has in place ‘Policy for Prevention and Redressal of Sexual Harassment’ in line with the requirements of Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 (hereinafter referred as “the said Act”) and Rules made there under. As per the provisions of Section 4 of the said Act, the Board of Directors has constituted the Internal Complaints Committee (‘ICC’) at the Registered Office, Works and at all the Regional Offices of the Company to deal with the complaints received by the Company pertaining to gender discrimination and sexual harassment at workplace.

The ICC has been constituted covering the offices at Mumbai/Navi Mumbai, consisting of the following Members:

Sr. No.	Name of Officer	Designation	Position in Committee
1.	Ms. Aarti Madhankar	General Manager, Human Resources	Presiding Officer
2.	Mr. Durgesh N. Nagarkar	Company Secretary & Senior General Manager: Legal	Member
3.	Mr. Nitin R. Rathod	General Manager, Employee Relations	Member
4.	Ms. Anjali Ranade	Senior Manager, Design	Member
5.	Ms. Renu Rao	General Manager-Business Solutions (Information Technology)	Member

Also, each branch of the Company, has its own ICC consisting of officers from Serial No. 1, 3 and 4, as mentioned herein above, along with two more members employed at the branches, one of them consisting of a woman employed in those respective branches.

As per the provisions of Section 21 & 22 of the said Act, the Report on the details of the number of cases filed under Sexual Harassment and their disposal for the financial year under review, is as under:

Sr.	No. of cases	No. of complaints	No. of cases
No.	pending as on	filed during the	pending as on
	the beginning of	financial year	the end on the
	the financial year	under review	financial year
	under review		under review
1.	Nil	Nil	Nil

DIRECTORS’ RESPONSIBILITY STATEMENT:

In terms of Section 134(3)(c) read with Section 134(5) of the Companies Act, 2013, the Board of Directors hereby confirms that:

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

b. such accounting policies have been selected and applied consistently and the Directors have made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2017 and of the Profit and Loss of the Company for the year ended on that date;

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

d. the annual accounts of the Company have been prepared on a going concern basis;

e. internal financial controls have been laid down to be followed by the Company and that such internal financial controls are adequate and were operating effectively;

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

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

The Ministry of Corporate Affairs (‘MCA’) has vide Notification No. S.O. 2866(E) dated September 5, 2016 notified the provisions of Sections 124 and 125 (except for the sub-sections already notified earlier vide notification dated January 13, 2016) of the Companies Act, 2013. Further MCA vide Notification dated September 5, 2016, brought the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 (‘IEPF Rules’), w.e.f. September 7, 2016.

Pursuant to the provisions of Section 124 and 125 of the Companies Act, 2013 and the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, all shares on which dividend has not been paid or claimed for seven (7) consecutive years or more, shall be transferred to an Investor Education and Protection Fund (‘IEPF’) suspense account (in the name of the Company) with one of the Depository Participants as may be identified by the IEPF Authority, within thirty (30) days of such shares becoming due to be transferred to the IEPF.

The process of transfer of the shares to the said Suspense Account could not be completed, due to lack of clarity in the said Rules, upto April 26, 2017. However, the Company has initiated the process and issued individual notices to the 144 shareholders holding 16,878 equity shares, who have not claimed their dividends for the last seven (7) consecutive years.

The Statement containing details of Name, Address, Folio No., Demat Account No. and No. of shares due for transfer to IEPF Suspense Account is made available on www.bharatbijlee.com.

Both the unclaimed dividends and the shares transferred to the IEPF can be claimed back by the concerned shareholders from IEPF Authority after complying with the procedure prescribed under the “Rules".

As per the latest development, the MCA on April 27, 2017, via General Circular No. 03/2017, came up with clarification on “Transfer of Shares to IEPF Authority", the key highlights of which are:

- The IEPF Authority shall open a special demat account with National Securities Depository Limited (‘NSDL’);

- NSDL to prescribe the file formats and operational procedures for transfer of shares to special demat account of the IEPF Authority by April 30, 2017 and May 31, 2017 respectively;

- The due date for transfer of such shares by your Company is May 31, 2017.

However, MCA via General Circular No. 05/2017 dated May 16, 2017 notified that the aforementioned Circular No. 03/2017 stands withdrawn with immediate effect and further stated that fresh instructions on the matter to be issued in due course of time.

PARTICULARS OF EMPLOYEES AND REMUNERATION:

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

CORPORATE GOVERNANCE:

As stipulated under the provisions of Regulation 34(3) read with Schedule V (C) of the Listing Regulations, a separate Report on Corporate Governance enclosed as Annexure V, forms integral part of this Board’s Report. The requisite Compliance Certificate as required under Part E of Schedule V of the Listing Regulations, issued by Messrs Dalal and Shah LLP, Chartered Accountants, pertaining to the compliance of conditions of Corporate Governance, is annexed thereto.

MANAGEMENT DISCUSSION AND ANALYSIS (MDA) REPORT:

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

STATUTORY AUDITOR AND THEIR REPORT:

In terms of Section 139(1) of the Companies Act, 2013, no listed Company can appoint or re-appoint an audit firm (including its affiliate firm) as auditor for more than two (2) terms of five (5) consecutive years. The Act also provided for additional transition period of three (3) years from the commencement of the Act, i.e. from April 1, 2014.

The Members are informed that Messrs Dalal & Shah, Chartered Accountants, having Registration No. 102021W, are Statutory Auditors of the Company since 1952. At the 67^th Annual General Meeting of the Company held on September 11, 2014, Messrs Dalal & Shah were appointed as Statutory Auditors for a period of period of 3 (three) years (transitional period), to hold office as such from the conclusion of 67^th Annual General Meeting until the conclusion of the 70^th Annual General Meeting of the Company, subject to ratification of such appointment by the Members of the Company at every Annual General Meeting, in line with the provisions of Section 139 of the Act.

Accordingly, Messrs Dalal & Shah have completed period of ten (10) years and will also be completing the additional transition period of three (3) years at the conclusion of ensuing 70^th Annual General Meeting, and the Company therefore need to appoint a new auditor in their place.

Pursuant to and in light of the above, the Company has identified Messrs Deloitte Haskins & Sells LLP Chartered Accountants (ICAI Firm Registration Number : 117366W/W-100018), Mumbai, as the new Statutory Auditors of the Company and subsequently the Board of Directors on the recommendation of Audit Committee, at their respective Meeting held on May 19, 2017, has appointed Messrs Deloitte Haskins & Sells LLP, Chartered Accountants as Statutory Auditors of the Company, for a period of five (5) years from the conclusion of 70^th Annual General Meeting till the conclusion of the 75^th Annual General Meeting of the Company, subject to the ratification at the Annual General Meeting in each of the subsequent years during the aforementioned term of their appointment.

Messrs Deloitte Haskins & Sells LLP, Chartered Accountants have confirmed that their appointment, if made, shall be in accordance with the limits specified under Section 141 (3) (g) of the Act and that they are not disqualified to be appointed as statutory auditors in terms of the provisions of the proviso to Section 139(1), Section 141(2) and Section 141(3) of the Act and the provisions of the Companies (Audit and Auditors) Rules.

The Audit Committee and the Board of Directors wishes to place on record their deep appreciation for the professional services rendered by Messrs Dalal & Shah during their long association with the Company while maintaining the ethical standards and zenithal level of governance.

OBSERVATIONS OF STATUTORY AUDITORS ON THE FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2017:

The Auditor’s report given by Messrs Dalal & Shah, Statutory Auditors, on the Financial Statements of the Company, for the year ended March 31, 2017, forms part of the Annual Report. There has been no qualification, reservation or adverse remark or any Disclaimer in their Report.

REPORTING OF FRAUDS:

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

SECRETARIAL AUDITORS AND THEIR REPORT:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, your Company had appointed Messrs N. L. Bhatia & Associates, Practicing Company Secretaries, Mumbai (Firm Registration No.: P1996MH055800), as its Secretarial Auditor to conduct the secretarial audit of the Company for the financial year 2016-2017.

The Report on Secretarial Audit for the financial year 2016-2017, in Form MR-3, as Annexure VI, forms integral part of this Board’s Report. There has been no qualification, reservation or adverse remark or any Disclaimer in their Report.

In terms of Section 204 of the Companies Act, 2013, on the recommendation of the Audit Committee, the Board of Directors appointed Messrs N. L. Bhatia & Associates, Practicing Company Secretaries, Mumbai, (Firm Registration No.: P1996MH 055800), as the Secretarial Auditors of the Company for the financial year 2017-2018. The Company has received their consent for the said appointment.

COST AUDITORS AND THEIR REPORT:

Pursuant to the provisions of Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Amendment Rules, 2014 (including any amendment(s), modification(s), variation or re-enactment thereof for the time being in force), and as per the recommendation of the Audit Committee, the Board of Directors at their meeting dated May 19, 2017, have appointed Messrs P M. Nanabhoy & Co., Cost Accountants (Firm Registration No.: 000012), as the Cost Auditors of the Company, for the financial year 2017-2018, to audit the cost records of Electric Motors, Power Transformers, Drives and Elevator System Products. A resolution for ratification of the payment to be made for such appointment is included in the Notice of the ensuing 70^th Annual General Meeting.

A Certificate from Messrs P M. Nanabhoy & Co., has been received to the effect that their appointment as Cost Auditors of the Company, if made, would be in accordance with the limits specified under Section 141 of the Companies Act, 2013 and the Rules framed there under.

For the financial year ending March 31, 2016, the due date of filing the Cost Audit Report submitted by Messrs. P. M. Nanabhoy & Co., Cost Accountants, Mumbai, was September 30, 2016 and the same was filed with the MCA on August 12, 2016.

EXTRACT OF ANNUAL RETURN:

Pursuant to the provisions of Section 134(3)(a) of the Companies Act, 2013, the Extract of the Annual Return for the financial year ended March 31, 2017 made under the provisions of Section 92(3) of the Companies Act, 2013 read with Rule 12 of the Companies (Management and Administration) Rules, 2014, is attached as Annexure III, which forms part of this Board’s Report.

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

The particulars as required under the provisions of Section 134(3) (m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 in respect of conservation of energy, technology absorption, foreign exchange earnings and outgo etc. are furnished in Annexure IV which forms part of this Board’s Report.

ACKNOWLEDGEMENT:

Your Company takes pride in all of its highly motivated officers, employees and workers, who have been wholeheartedly supporting and sincerely contributing their best for the sustained success and growth of your Company as well as maintaining harmonious relations throughout the Company.

Your Directors also place on record their sincere thanks and appreciation for the continuing support and assistance received from the financial institutions, banks, Government as well as non-government authorities, customers, vendors, stock exchange and members during the period under review.

For and on behalf of the Board of Directors

Prakash V. Mehta

DIN 00001366

Chairman

Place : Mumbai Date : May 19, 2017

Registered Office:

Electric Mansion, 6^th Floor,

Appasaheb Marathe Marg,

Prabhadevi, Mumbai 400 025.

CIN: L31300MH1946PLC005017

---

Mar 31, 2015

Dear Members,

The Directors are pleased to present their 68th Annual Report on the business and operations of the Company together with the Audited Accounts for the financial year ended March 31, 2015.

GENERAL OUTLOOK OF INDUSTRY AND ECONOMY:

The economic recovery in our business segments has not materialized as anticipated. This has adversely affected the demand for our products and continues to put immense pressure on our margins. Given the pace of economic revival that we have seen during the past year, we expect a subdued business environment at least during the course of the financial year 2015-16. We would continue to take appropriate internal measures to mitigate the impact of the continued adverse macro factors.

During the year under review, there has been consistent focus to maintain our market shares although this has, in some cases, resulted in lower margins. As we await the impending capex cycle and the associated recovery of the business cycle, we will take efforts to balance our market presence while maintaining margins. To ensure that we do not lose sight of growth potential in the future, we have maintained our focus on building capabilities that will help us build better products. We continue to diligently focus on working capital optimization and collection recovery efforts. The Drives & Automation as well as the Elevator Systems business continue to do well.

FINANCIAL PERFORMANCE: (Rs. in Lakhs) Year Ended Year Ended March 31, March 31, 2015 2014

Income from Sales & Service 66,788.90 53,748.76

Less: Excise Duty 5,700.20 5,100.61

61,088.70 48,648.15

Other Income 1,818.04 1,814.98

62,906.74 50,463.13

Profit/(Loss) before Interest, Finance Charges, Depreciation, Exceptional

Items and Tax (253.75) 1,061.50

Less: Interest & Finance Charges 1,995.05 1,309.55

Less: Depreciation 1,194.34 1,094.07

Profit/(Loss) before Exceptional Item and Tax (3,443.14) (1,342.12)

Profit/(Loss) before Tax (3,443.14) (1,342.12)

Less: Provision for Taxes - (144.20)

Profit after Tax (3,443.14) (1,197.92)

Short(-)/Excess Provision of tax for earlier years 38.19 68.53

Profit after Taxation (3,404.95) (1,129.39)

Add: Profit brought forward from previous year 5,041.90 6,171.29

Less: Depreciation adjustment 138.38 -

Profit available for appropriation 1,498.57 5,041.90

APPROPRIATION :

Proposed Equity Dividend - -

Tax on Proposed Equity Dividend - -

General Reserve - -

Profit Carried Forward 1,498.57 5,041.90

Previous year's figures have been regrouped for comparison purposes with current year's presentation wherever necessary.

DIVIDEND:

In view of the loss during the financial year 2014-2015, the Directors have not recommended payment of dividend for the year ended March 31, 2015.

OPERATIONS:

For the third successive year, the economy and market conditions were dominated by demand gap, low price realisation, negative growth in the capital goods industry, low levels of investment by government/industry and delays in project execution. The Company had to maintain its operations against this background.

Income from Sales and Services for the Company increased from Rs. 53748.76 lakhs in the previous year to Rs. 66788.90 lakhs, a rise of 24%. However, the position of over-supply and intense competition took a toll on margins. Consequently in spite of increase in revenue, Company incurred a loss before exceptional items and tax of Rs. 3443.14 lakhs as against a loss before exceptional items and tax of Rs. 1342.12 lakhs in the previous year.

FINANCE:

Tight money market conditions, elongated working capital cycle and substantial erosion in profitability resulted in negative cash flows from operations and caused an increase of Rs. 685.50 lakhs in finance cost for the year. The Company ensured that there was no default in meeting its obligation and maintained a smooth flow of operations.

The Free Reserves of the Company as on March 31, 2015 decreased by Rs. 3543.33 lakhs to Rs. 25969.94 lakhs.

During the year Rs. 9.24 lakhs was transferred to the Investor Education and Protection Fund.

HUMAN RESOURCES AND EMPLOYEE RELATIONS:

There is an ongoing emphasis on building a progressive Human Resources culture within the organisation. Structured initiatives to nurture talent and create a working environment that fosters motivation, team-work and result- orientation continue to be addressed.

The long term wage agreement with the Union expired on December 31, 2014. Union submitted a new charter of demand for next wage agreement in November 2014. Negotiations for the same are in progress. Productivity levels continued to be subject to continuous monitoring.

Employee strength as on March 31, 2015 was 1378 as compared to 1436 in the previous year.

DEPOSITS:

As on March 31, 2015 the company had no outstanding Fixed Deposits. The Company has neither accepted nor renewed any deposits during the financial year 2014-2015 and in accordance with the provisions of Section 74(1)(b) of the Companies Act, 2013, repaid all its outstanding deposits as on March 31, 2014 aggregating to Rs. 2160.90 lakhs.

DISCLOSURE UNDER SECTION 134(3)(I) OF THE COMPANIES ACT, 2013:

Except as disclosed elsewhere in this Report, no material changes and commitments which could affect the Company's financial position have occurred between the end of the financial year and the date of this Report.

DISCLOSURE OF INTERNAL FINANCIAL CONTROLS:

The Internal Financial Controls with reference to financial statements as designed and implemented by the Company are adequate. During the financial year under review, no material or serious observation has been received from the Internal Auditors of the Company for inefficiency or inadequacy of such controls.

SIGNIFICANT AND MATERIAL ORDERS BY THE REGULATORS OR COURTS OR TRIBUNAL:

There are no significant and / or material orders passed by the Regulator(s) or Court(s) or Tribunal(s) impacting the going concern status of the Company and its business operations in future.

PARTICULARS OF CONTRACT OR ARRANGEMENT WITH RELATED PARTIES:

All contracts/arrangements/transactions entered by the Company during the financial year 2014-2015, with related parties, as defined under Section 188 of the Companies Act, 2013 and the rules made there under and Clause 49 of

the Listing Agreement entered into by the Company with the Stock Exchanges, were in the ordinary course of business and on arm's length basis. Consequently no particulars in Form AOC-2 have been furnished.

Further, during the year under review, the Company has not entered into any contracts/arrangements/transactions with related parties which could be considered material in accordance with the Related Party Transactions Policy of the Company, which can be accessed by using the following link: http://www.bharatbijlee.com/doc/RPT-Policy.pdf

Members can refer Note no. 41 to the financial statement which set out the related party disclosures.

PARTICULARS OF LOANS, GUARANTEES, INVESTMENTS AND SECURITIES:

Particulars of loans, guarantees, investments and securities provided during the financial year under review, covered under the provisions of Section 186 of the Companies Act, 2013, have been provided in the Financial Statements which forms part of this Annual Report. (Please refer Note No. 14, 15 and 17 to the Financial Statements).

DISCLOSURE UNDER SECTION 43(a)(ii) OF THE

COMPANIES ACT, 2013:

The Company has not issued any shares with differential rights and hence no information as per provisions of Section 43(a)(ii) of the Act read with Rule 4(4) of the Companies (Share Capital and Debenture) Rules, 2014 has been furnished.

DISCLOSURE UNDER SECTION 54(1)(d) OF THE

COMPANIES ACT, 2013:

The Company has not issued any sweat equity shares during the financial year under review and hence no information as per provisions of Section 54(1)(d) of the Act read with Rule 8(13) of the Companies (Share Capital and Debenture) Rules, 2014 has been furnished.

DISCLOSURE UNDER SECTION 62(1)(b) OF THE

COMPANIES ACT, 2013:

The Company has not issued any equity shares under Employees Stock Option Scheme during the financial year under review and hence no information as per provisions of Section 62(1)(b) of the Act read with Rule 12(9) of the Companies (Share Capital and Debenture) Rules, 2014 has been furnished.

DISCLOSURE UNDER SECTION 67(3) OF THE COMPANIES ACT, 2013:

During the financial year under review, there were no instances of non-exercising of voting rights in respect of shares purchased directly by employees under a scheme pursuant to Section 67(3) of the Act read with Rule 16(4) of Companies (Share Capital and Debentures) Rules, 2014 and hence no information has been furnished.

BOARD OF DIRECTORS & KEY MANAGERIAL PERSONNEL:

There was no change in Directorship of the Company during the period under review. Your Company has Nine (9) Directors consisting of four (4) Independent Directors, Three (3) Executive Directors and Two (2) Non-Executive Directors as on March 31, 2015.

Further, in accordance with the provisions of Section 152 of the Companies Act, 2013, Mr. Shome N. Danani, being longest in the office shall retire at the ensuing 68th Annual General Meeting and being eligible, offers himself for re- appointment.

Information on Mr. Shome N. Danani, Director eligible for re-appointment, as required under Clause 49 of the Listing Agreement with Stock Exchanges, is disclosed as part of the Notice dated July 24, 2015 of the ensuing 68th Annual General Meeting.

As for the requirement under the provisions of Section 203 of the Companies Act, 2013, the Board of Directors noted that Mr. Nikhil J. Danani, Managing Director, Mr. Nakul P Mehta, Managing Director, Mr. Shome N. Danani, Executive Director, Mr. Durgesh N. Nagarkar, Company Secretary and Mr. Sandeep M. Tilak, Chief Financial Officer are the Key Managerial Personnel of the Company.

DECLARATIONS BY INDEPENDENT DIRECTORS:

Pursuant to the provisions of Section 149(7) of the Companies Act, 2013, the Company has received individual declarations from all the Independent Directors, whose names are appended herein below, confirming that they fulfill the criteria of independence as prescribed under Section 149(6) of the Companies Act, 2013 and the rules made there under to hold the office of Independent Director of the Company.

1. Mr. Prakash V. Mehta;

2. Mr. Sanjiv N. Shah;

3. Mr. Jairaj C. Thacker; &

4. Mr. Rajeshwar R. Bajaaj

DISCLOSURES RELATED TO BOARD, COMMITTEES AND POLICIES:

NUMBER OF MEETINGS OF THE BOARD:

The Board of Directors met five (5) times during the financial year ended March 31, 2015 viz., on May 28, 2014, July 25, 2014, September 11, 2014, November 11, 2014 and January 23, 2015, in accordance with the provisions of the Companies Act, 2013 and rules made there under. All the Directors actively participated in the meetings and contributed valuable inputs on the matters brought before the Board of Directors from time to time. Detailed information on the meetings of the Board are included in the Report on Corporate Governance, which forms part of this Board's Report.

Additionally, during the financial year ended March 31,2015 the Independent Directors held a separate meeting in compliance with the requirements of Schedule IV of the Companies Act, 2013 and Clause 49(II)(B)(6) of the Listing Agreement.

COMMITTEES OF THE BOARD:

NOMINATION AND REMUNERATION COMMITTEE:

The Nomination and Remuneration Committee as constituted by the Board of Directors of the Company, has in accordance with the provisions of Section 178(3) of the Companies Act, 2013, formulated necessary policy on appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a Director. The details of "Nominations and Remuneration Policy" are explained in the Report on Corporate Governance, which forms part of this Report and are also available on the website of the Company (www.bharatbijlee.com).

AUDIT COMMITTEE:

An Audit Committee as constituted by the Board of Directors of the Company in accordance with the provisions of Section 177 of the Companies Act, 2013, comprises Independent Directors, namely Mr. Sanjiv N. Shah (Chairman), Mr. Prakash V. Mehta and Mr. Jairaj C. Thacker as Members of the Committee. All the recommendations made by the Audit Committee were accepted by the Board.

CORPORATE SOCIAL RESPONSIBILITY COMMITTEE:

The Board of Directors have constituted a Corporate Social Responsibility (CSR) Committee as per the provisions of Section 135 of the Companies Act, 2013. The Terms of Reference of the CSR Committee are to:

i. Formulate and recommend to the Board a Corporate Social Responsibility ('CSR') Policy which shall indicate the activities to be undertaken by the Company as specified in Schedule VII and the prescribed Rules under Sections 135 of the Companies Act, 2013;

ii. Recommend the amount of expenditure to be incurred on the activities referred to in point (i) above;

iii. Monitor the CSR Policy of the Company from time to time;

iv. Ensure disclosure of CSR Policy in the Boards' Report and on the website of the Company;

v. Ensure activities as included in CSR Policy are undertaken and are monitored regularly;

vi. Ensure the CSR spend is made in terms of Section 135(5), i.e., at least 2% of the average net profits of the Company made during the 3 annually preceding financial years.

The CSR Committee comprises of Mr. Nakul P Mehta as Chairman and Mr. Shome N. Danani and Mr. Jairaj C. Thacker as Members.

The CSR Committee has met once in the financial year, i.e., on January 23, 2015, wherein all members were present.

The Board has also framed a CSR policy for the Company, on the recommendation of the CSR Committee. The Report on CSR activities as required under the Companies (Corporate Social Responsibility) Rules, 2014, including a brief outline of the Company's CSR Policy, total amount to be spent under CSR Policy for the financial year, amount unspent and the reason for the unspent amount, is set out at Annexure I, forming part of this Report.

ANNUAL EVALUATION OF DIRECTORS, COMMITTEE AND BOARD:

Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the evaluation of all the Directors and the Board as a whole was conducted based on the criteria and framework adopted by the Board. The evaluation process has been explained in the Report on Corporate Governance, which forms part of this Report.

RISK MANAGEMENT POLICY:

The Board of Directors of the Company have approved Risk Management Policy and Guidelines, wherein all material risks faced by the Company are identified and assessed. Moreover in the said Risk Management Policy the Board has defined a structured approach to manage uncertainty, cultivating the same in their decision making pertaining to all business divisions and corporate functions. For each of the risks identified, corresponding control are assessed and policies and procedures are put in place for monitoring, mitigating and reporting risks on periodic basis.

VIGIL MECHANISM POLICY:

The Board of Directors of the Company have, pursuant to the provisions of Section 178(9) of the Companies Act, 2013 read with Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014, framed "Vigil Mechanism Policy" for Directors and employees of the Company, to report their genuine concern of any violations of legal or regulatory requirements, incorrect or misrepresentation of any financial statements and reports etc.

The details of "Vigil Mechanism Policy" are available on the website of the Company (http://www.bharatbijlee.com/doc/ BBL-WHISTLEBLOWER-POLICYpdf).

PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE:

As per the requirement of Section 4 of the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 and Rules made there under, the Board of Directors has constituted the Internal Complaints Committee ('ICC') at the Registered Office, Works and at all the Regional Offices of the Company to deal with the complaints received by the Company pertaining to gender discrimination and sexual harassment at workplace.

The ICC has been constituted covering the offices at Mumbai/Navi Mumbai, consisting of the following Members:

Sr. Name of Officer Designation Position in No. Committee

1. Ms. Aarti Madhankar General Manager, Presiding Human Resources Officer

2. Mr. Durgesh N. Nagar Company Secretary Member kar & Senior General Manager

3. Mr. Nitin R. Rathod General Manager, Member Employee Relations

4. Ms. Anjali Ranade Senior Manager, Member Design

Also, each branch of the Company, has its own ICC consisting of officers from Serial no. 1, 3 and 4, as mentioned herein above, along with two more members employed at the branches, one of them consisting of a woman employed in those respective branches.

As per the provisions of Section 21 & 22 of the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013, the Report on the details of the number of cases filed under Sexual Harassment and their disposal is as under:

Sr. No. of cases pending No. of complaints No. of cases No. as on the beginning filed during the pending as on the of the financial year year end on the financial year

1. Nil Nil Nil

DIRECTORS' RESPONSIBILITY STATEMENT:

In terms of Section 134(3)(c) read with Section 134(5) of the Companies Act, 2013, the Board of Directors hereby confirms that:

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

b. such accounting policies have been selected and applied consistently and the Directors have made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2015 and of the Profit and Loss of the Company for the year ended on that date;

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

d. the annual accounts of the Company have been prepared on a going concern basis;

e. internal financial controls have been laid down to be followed by the Company and that such internal financial controls are adequate and were operating effectively;

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

REPORTING ON FRAUDS:

There were no frauds reported by the Auditors under sub section (12) of Section 143 of the Companies (Amendment) Act, 2015, to the Audit Committee, Board of Directors or to the Central Government and hence no information has been furnished in this regard.

PARTICULARS OF EMPLOYEES AND REMUNERATION:

Information as required under the provisions of Section 197(12) of the Companies Act, 2013 and Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, are set out in Annexure II hereto, which forms part of this report.

CORPORATE GOVERNANCE:

A separate report on Corporate Governance along with Auditor's Certificate on its compliance, have been furnished in the Annual Report and forms part of this Board Report.

MANAGEMENT DISCUSSION AND ANALYSIS (MDA) REPORT:

A separate report on MDA forms part of the Annual Report.

AUDITORS AND THEIR REPORTS:

The matters pertaining to Auditors and their Reports are appended below

OBSERVATIONS OF STATUTORY AUDITORS ON THE FINANCIAL STATEMENTS FOR THE FINANCIAL YEAR ENDED MARCH 31, 2015:

The Auditor's report does not contain any qualification, reservation or adverse remark or any Disclaimer.

STATUTORY AUDITORS:

M/s. Dalal & Shah, Chartered Accountants, bearing Firm Registration No. 102021W, have been appointed as Statutory Auditors of the Company for a period of three (3) years from the conclusion of the 67th Annual General Meeting upto the conclusion of the 70th Annual General Meeting. Pursuant to the provisions of Section 139 of the Companies Act, 2013 and the Companies (Audit and Auditors) Rules, 2014, their appointment as Statutory Auditors upto the conclusion of 70th Annual General Meeting is required to be ratified by the members at every Annual General Meeting. Necessary resolution for ratification of appointment of the said Auditors is included in the Notice of the ensuing 68th Annual General Meeting.

The consent of the Auditors along with certificate under Section 139 of the Companies Act, 2013 have been obtained from the Auditors to the effect that their appointment, if made, shall be in accordance with the prescribed conditions and that they are eligible to hold the office of Auditors of the Company.

SECRETARIAL AUDIT REPORT:

Pursuant to the provisions of Section 204 of the Companies Act, 2013, your Company has appointed M/s N. L. Bhatia & Associates, Practicing Company Secretaries, as its Secretarial Auditor to conduct the secretarial audit of the Company for the financial year 2014-2015.

The Report on Secretarial Audit for the financial year

2014- 2015, in Form MR-3 forms part of this Board Report. As regards the observation made by the Secretarial Auditor on CSR spend in the said secretarial audit report, please refer Annexure I - Annual Report on CSR Activities, the Board of Directors have explained that due to the loss incurred by the Company in the last three (3) financial years, the required amount of CSR spend has not been carried out.

COST AUDITORS:

Pursuant to the provisions of Section 148 of the Companies Act, 2013 read with Notifications/Circulars issued by the Ministry of Corporate Affairs from time to time and as per the recommendation of the Audit Committee, the Board of Directors at their meeting dated May 15, 2015 have appointed M/s. PM. Nanabhoy, Cost Accountants as the Cost Auditors of the Company for the financial year 2015- 2016 to audit the cost records of electric motors, power transformers, drives and elevator system products.

A resolution for ratification of the payment to be made for such appointment is included in the Notice of the ensuing 68th Annual General Meeting.

It may be noted that the Board had appointed M/s. P.M. Nanabhoy, Cost Accountants as the Cost Auditors of the Company for the financial year 2014-2015 to carry out cost audit of the Company. However pursuant to the clarification provided by the Ministry of Corporate Affairs, the Cost Audit for the Company's products was not required for the financial year 2014-2015 and hence the same was not conducted.

EXTRACT OF ANNUAL RETURN:

Pursuant to the provisions of Section 134(3)(a) of the Companies Act, 2013, Extract of the Annual Return for the financial year ended March 31, 2015 made under the provisions of Section 92(3) of the Act is attached as Annexure III, which forms part of this Report.

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

The particulars as required under the provisions of Section 134(3) (m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 in respect of conservation of energy, technology absorption, foreign exchange earnings and outgo etc. are furnished in Annexure IV which forms part of this Report.

ACKNOWLEDGEMENT:

Your Directors would like to express their appreciation for the assistance and cooperation received from the financial institutions, banks, Government authorities, customers, vendors and members during the year under review. Your Directors take on record their deep sense of appreciation to the contributions made by the employees through their hard work, dedication, competence, support and co- operation during this difficult period in the performance of the Company.

For and on behalf of the Board of Directors

Prakash V. Mehta DIN 00001366 Date : July 24, 2015 Chairman

---

Mar 31, 2014

Dear Members,

The Directors are pleased to present their 67th Annual Report on the business and operations of the Company together with the Audited Accounts for the financial year ended 31st March, 2014.

The Indian economy continued to be sluggish during the year under review and this has adversely impacted the businesses of your Company. Investments in infrastructure and manufacturing will be the key for revival of our business prospects. We expect the macro-economic situation to improve steadily going ahead and are building internal capabilities to leverage on that.

During the year under review there was continued emphasis on improving customer reach, diversifi cation of customer and geographical mix while keeping strong focus on cost control. Concurrently, important steps have been taken to prepare your Company for the next phase of growth and expansion. The higher voltage motor facility inaugurated last year has successfully delivered its fi rst export order. This is an important milestone as we establish our capabilities in the market place. The Drives and Elevators Systems businesses also continue to grow profi tably as they scale up. Both the businesses have very good traction in the market and continue to see healthy growth.

FINANCIAL PERFORMANCE

Year Ended Year Ended 31st March 31st March 2014 2013 (Rs. In Lakhs) (Rs in lakhs)

Income from Sales & Service 53748.76 59401.25

Less: Excise Duty 5100.61 5148.52

48648.15 54252.73

Other Income 1814.98 1745.34

50463.13 55998.07

Profit before Interest, Finance Charges, Depreciation,

Exceptional Items and Tax 1061.50 1492.66

Less: Interest & Finance Charges 1309.55 1242.06

Less: Depreciation 1094.07 1069.93

Profit before Exceptional

Item and Tax (1342.12) (819.33)

Add : Exceptional Item - -

Profit before Tax (1342.12) (819.33)

Less: Provision for Taxes (144.20) (329.83)

Profit after Tax (1197.92) (489.50)

Short (-) / Excess

Provision of tax for earlier years 68.53 2.67

Profit after Taxation (1129.39) (486.83)

Add: Profit brought forward from previous year 6171.29 6823.42

Profit available for appropriation 5041.90 6336.59

APPROPRIATION

Proposed Equity

Dividend - 141.29

Tax on Proposed Equity

Dividend - 24.01

General Reserve - -

Profit Carried Forward 5041.90 6171.29

Previous year''s figures have been regrouped for comparison purposes with current year''s presentation wherever necessary.

DIVIDEND

In view of the net loss during the financial year 2013-2014, the Directors have not recommended payment of dividend for the year ended 31st March, 2014.

OPERATIONS

Income from Sales and Service for the Company reduced from Rs. 59401 lakhs in the previous year to Rs. 53749 lakhs, a drop of 10%. Revenues of the Power Systems remained under pressure due to sluggish market demand and delay in customer project execution timelines.

The Company incurred a loss before exceptional items and tax of Rs.1342 lakhs as against a loss before exceptional items and tax of Rs. 819 lakhs in the previous year mainly due to pressure on margins in the Industrial Systems segment.

FINANCE

In spite of tight money market conditions, adverse liquidity and substantial erosion in profi tability, the focus of the Company on the effi cient management of short-term and long-term funds through rigorous monitoring of deployment towards working capital, a comprehensive evaluation and execution process for capital expenditure, and prudent deployment of surplus funds helped it generate positive cash fl ow from operations. Although the Company incurred interest and fi nance costs of Rs.1309.55 lakhs, it also earned income of Rs.1413.29 lakhs from deployment of surplus funds and treasury operations.

The Company''s free reserves as on 31st March, 2014 decreased by Rs.1129.39 lakhs to Rs. 29513.27 lakhs.

As on 31st March, 2014, the Company had Fixed Deposits aggregating to Rs. 2160.90 lakhs. Out of the Fixed Deposits which matured for payment prior to 31st March, 2014, 54 deposits aggregating to Rs. 11.63 lakhs were neither renewed nor claimed till 31st March, 2014. Of these, 10 deposits aggregating to Rs. 1.80 lakhs have since been refunded on receipt of requests from the deposit holders. The balance 44 deposits aggregating to Rs. 9.83 lakhs have been neither claimed nor renewed till date of this report, in spite of the Company''s intimation to the deposit holders. There has been no default or delay in meeting any maturity payment obligations.

During the year Rs. 5.41 lakhs was transferred to the Investor Education and Protection Fund.

HUMAN RESOURCES AND EMPLOYEE RELATIONS

There is an ongoing emphasis on building a progressive Human Resources culture within the organisation. Structured initiatives to nurture talent and create a working environment that fosters motivation, team-work and result-orientation continue to be addressed.

The long term wage agreement with the Union was signed on January 15, 2014 and the same will be valid up to December 31, 2014. Employee Relations across the Company continued to be cordial, and issues were settled amicably. Productivity levels continued to be subject to continuous monitoring.

Employee strength as on March 31, 2014 was 1436 as compared to 1362 in the previous year.

CORPORATE GOVERNANCE:

A separate report on Corporate Governance along with Auditor''s Certifi cate on its compliance, is set out in Annexure "A" .

MANAGEMENT DISCUSSION AND ANALYSIS (MDA) REPORT:

A separate report on MDA forms part of the Directors'' Report.

DIRECTORS'' RESPONSIBILITY STATEMENT:

Pursuant to Section 217 (2AA) of the Companies Act, 1956, the Directors confi rm that:

a) In the preparation of Annual Accounts, the applicable accounting standards have been followed along with proper explanations relating to material departures;

b) The Directors 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 the financial year 31st March, 2014, and the profi t and loss for that period;

c) The Directors have taken proper and sufficient care for maintenance of adequate accounting records in accordance with provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities;

d) The Directors have prepared Annual Accounts on a going concern basis;

e) The Directors have laid down internal financial controls to be followed by the Company and such internal financial controls are adequate and are operated effectively and;

f) The Directors have devised proper systems to ensure compliance with the processes of all applicable laws and that such systems were adequate and operating effectively.

DIRECTORS:

During the year, Mr. Jaisingh R. Danani, Director on the Board of the Company and who was a Managing Director of the Company for 35 years until 1990, passed away on August 5, 2013.

Mr. Mukul Harkisondass who joined the Board on August 29, 1972 also passed away on June 14, 2013.

The Company has suffered an irreparable loss due to their demise and the Board of Directors place on record their appreciation for the immense contribution, valuable guidance and commitment rendered by Mr. Jaisingh R. Danani and Mr. Mukul Harkisondass during their tenure as Directors.

During the year, Mr. Harish Chandra Mishra resigned from the Board w.e.f. July 25, 2013. The Board of Directors place on record their appreciation for the invaluable advice and guidance given by Mr. Harish Chandra Mishra during his association with the Company.

Mr. Ravishanker Prasad was appointed as an Additional Director with effect from January 22, 2014 and holds offi ce up to the date of the forthcoming Annual General Meeting. Notice has been received under Section 160 of the Companies Act, 2013 from a member proposing his candidature for offi ce of Director and such appointment has been proposed at Item No. 5 of the Notice dated July 25, 2014.

Ms. Mahnaz A. Curmally was appointed as an Additional Director with effect from July 25, 2014 and holds offi ce upto the date of the forthcoming Annual General Meeting. Notice has been received under Section 160 of the Companies Act, 2013 from a member proposing her candidature for offi ce of Director and such appointment has been proposed at Item No. 4 of the Notice dated July 25, 2014.

Mr. Anand J Danani retires by rotation at the ensuing Annual General Meeting and being eligible offers himself for reappointment.

Mr. Prakash V Mehta, Mr. Sanjiv N. Shah and Mr. Jairaj C. Thacker, Non-executive Directors of the Company have submitted declaration under Section 149(7) of the Companies Act, 2013 confirming that they meet the criteria of independence prescribed for Independent Directors as stipulated under Section 149(6) of the said Act.

Notices have been received from members under Section 160 of the Companies Act, 2013 proposing their appointment as Independent Directors. The Independent Directors are proposed to be appointed for a period of 5 years from the date of the ensuing meeting and they shall not retire by rotation.

Notice has been received under Section 160 of the Companies Act, 2013 from a member proposing the candidature of Mr. Rajeshwar R. Bajaaj as an Independent Director who has also confi rmed that he meets the criteria of independence prescribed for Independent Directors as stipulated under Section 149(6) of the said Act and such appointment has been proposed at Item No. 9 of the Notice dated July 25, 2014.

Information on the Directors eligible for reappointment/ appointment as required under Clause 49 of the Listing Agreement with Stock Exchanges is disclosed in the profi les of the Directors under Item Nos. 4 to 9 forming part of the Notice dated July 25, 2014 circulated along with the Annual Report 2013-14.

AUDITORS:

The Company''s auditors, M/s. Dalal & Shah, bearing Firm Registration No. 102021W, hold offi ce till the date of the ensuing Annual General Meeting and, being eligible, are recommended for reappointment. The Company has received a confi rmation from M/s. Dalal & Shah to the effect that their appointment, if made at the ensuing Annual General Meeting would be in terms of Section 139 and 141 of the Companies Act, 2013 and rules made thereunder. The Board on the recommendation of the Audit Committee proposes to appoint M/s. Dalal & Shah as Statutory Auditors of the Company for a period of 3 years from the conclusion of the ensuing Annual General Meeting, subject to ratification by members of the Company at each Annual General Meeting. This item of business is covered under Item No. 3 of the accompanying Notice dated July 25, 2014.

COST AUDITORS:

M/s. P. M. Nanabhoy & Co. an independent firm of Cost Accountants having an arm''s length relationship with the Company and who are free from any disqualifi cation as specifi ed under Section 141(3) have been appointed by the Board as Cost Auditors of the Company, for electric motors, power transformers, drives and elevator system products for the Financial Year ending 31st March, 2015, subject to the approval of the Central Government at a remuneration of Rs. 72,000/- which is subject to approval by members. Their appointment is in accordance with the limits specifi ed in Section 141 (3) (g) of the Companies Act, 2013.

PARTICULARS OF EMPLOYEES:

The information required under Section 217 (2A) of the Companies Act, 1956, read with Company''s (Particulars of Employees) Rules, 1975, and forming part of this Report, are annexed to this Report. However, as per the provisions of Section 219 (1)(iv) of the Companies Act, 1956, the Report and Accounts are being sent to all Shareholders of the Company, excluding the Statement of Particulars of Employees. Any shareholder interested in the Particulars of Employees, may write to the Company Secretary at the Registered Offi ce of the Company for a copy of the Statement.

Additional information as required by Department of Companies Affairs is presented on Page No. 8 of this Annual Report.

COMPANIES ACT, 2013

The Companies Act, 2013 was notified in the Official Gazette of the Government of India on August 29, 2013. On September 12, 2013 the Ministry of Corporate Affairs (MCA) notified 98 sections and on March 27, 2014, the MCA notified another 198 sections, which were deemed to come into force with effect from April 1, 2014.

The MCA vide Circular No. 08/2014 dated April 4, 2014 clarified that the financial statements and the documents required to be attached thereto, the auditors'' and directors'' report in respect of the fi nancial year under reference shall continue to be governed by the relevant provisions of the Companies Act, 1956, schedules and rules made thereunder.

The Company has accordingly prepared this balance sheet, statement of profi t and loss, the schedules and notes thereto and the Directors'' Report in accordance with the relevant provisions of the Companies Act, 1956, schedules and rules made thereunder.

The Company has taken cognizance of the new legislation and shall comply with the provisions of the Companies Act, 2013, as applicable.

ACKNOWLEDGEMENTS:

The Directors would like to accept and convey their sincere appreciation to all employees of the Company for their continued hard work, dedication and commitment to the Company. The Directors also acknowledge and are grateful to the Bankers, Government Authorities, Shareholders, Vendors and other Stake-Holders for their continued support, confi dence and co-operation in the performance of the Company.

For and on behalf of the Board of Directors

Bansi S. Mehta Chairman

Date: July 25, 2014

---

Mar 31, 2013

The Directors are pleased to present their 66th Annual Report on the business and operations of the Company together with the Audited Accounts for the financial year ended 31st March 2013.

The economic environment continued to be hostile during the year under review. Concerns over growth, inflation and capital investment resulted in underperformance by core industrial sectors; this has had a direct bearing on the businesses of your Company. Lower demand and relative overcapacity have further increased competitive intensity and margin pressures and it is expected that these conditions will persist during the current year as well. Implementation of the next phase of reforms and effective management of structural bottlenecks for infrastructural and industrial growth will be the key triggers for revival of a favourable business environment. While we keenly follow the macroeconomic trends, we continue to evaluate options and take measures to address current challenges while building organizational capabilities for the future.

During the year under review there was ongoing emphasis on improving market share and margins in our existing businesses while focusing on all possible opportunities to eliminate wasteful expenditure. Concurrently, your Company has taken important steps to prepare itself for the next phase of growth and expansion. In May 2012, a new facility to manufacture Medium Voltage and traction motors was inaugurated. This will expand our product range and help to build capabilities in the higher voltage range of motors; the first Medium Voltage motor from this facility was delivered during the year. A new plant to assemble and test AC Drives was also commissioned during the year under review. This will enable us to cater to our customers'' needs for specialized automation solutions, quicker deliveries and high service standards while maintaining stringent product quality at a more competitive price.

FINANCIAL PERFORMANCE

Year Ended Year Ended 31st March 2013 31st March 2012 (Rs. In Lakhs) (Rs in lakhs)

Income from Sales & Service 59401.25 78111.99

Less: Excise Duty 5148.52 6334.10

54252.73 71777.89

Other Income 1745.34 1959.67

55998.07 73737.56

Profit before Interest, Finance Charges, Depreciation, Exceptional Items and Tax 1492.66 6291.84

Less: Interest & Finance Charges 1242.06 1337.48

Less: Depreciation 1069.93 960.77

Profit before Exceptional Item and Tax (819.33) 3993.59

Add : Exceptional Item - 2608.92

Profit before Tax (819.33) 6602.51

Less: Provision for Taxes (329.83) 1235.28

Profit after Tax (489.50) 5367.23

Short (-) / Excess Provision of tax for earlier years 2.67 0.00

Profit after Taxation (486.83) 5367.23

Add: Profit brought forward from previous year 6823.42 3648.29

Profit available for appropriation 6336.59 9015.52

APPROPRIATION

Proposed Equity Dividend 141.29 1412.89

Tax on Proposed Equity Dividend 24.01 229.21

General Reserve - 550.00

Profit Carried Forward 6171.29 6823.42

Previous year''s figures have been regrouped for comparison purposes with current year''s presentation wherever necessary.

DIVIDEND

The Directors recommend a Dividend of Rs. 2.50 per Equity Share for the year ended 31st March, 2013 on 56,51,560 Equity Shares of Rs. 10/- each. The Dividend payout, including Dividend Tax of Rs. 24.01 lakhs, will be Rs. 165.30 compared to Rs. 1642.10 lakhs in the previous year.

OPERATIONS

Income from Sales and Service for the Company declined from Rs. 781 crore in the previous year to Rs. 594 crore, a drop of 24%. Revenues of the Power Systems as well as the Industrial Systems segments reduced significantly due to sluggish market demand and reduced price realizations.

The company incurred a loss before exceptional items and tax of Rs. 8.19 crore as against a profit before exceptional items and tax of Rs. 39.94 crore in the previous year mainly due to reduced volumes and poor price realizations in the Transformer and Motor businesses and cost overruns in Project operations.

FINANCE

In spite of tight money market conditions, adverse liquidity and substantial erosion in profitability, the focus of the Company upon on the efficient management of short-term and long-term funds through rigorous monitoring of deployment towards working capital, a comprehensive evaluation and execution process for capital expenditure, and prudent deployment of surplus funds helped it generate positive cash flow from operations. Although the Company incurred interest and finance costs of Rs.12.42 crore, it also earned income of Rs. 14.66 crore from deployment of surplus funds and treasury operations.

The Company''s free reserves as on 31st March, 2013 decreased by Rs. 652.13 lakhs to Rs. 30642.66 lakhs.

As on 31st March, 2013, the Company had Fixed Deposits aggregating to Rs 1949.81 lakhs. Out of the Fixed Deposits which matured for payment prior to 31st March, 2013, 56 deposits aggregating to Rs 17.25 lakhs were neither renewed nor claimed till 31st March, 2013. Of these 10 deposits aggregating to Rs 2.60 lakhs have since been renewed or refunded on receipt of requests from the deposit holders. The balance 46 deposits aggregating to Rs 14.65 lakhs have been neither claimed nor renewed till date of this Report, in spite of the Company''s intimation to the deposit holders. There has been no default or delay in meeting any maturity payment obligations.

During the year Rs 3.91 lakhs was transferred to the Investor Education and Protection Fund.

HUMAN RESOURCES AND EMPLOYEE RELATIONS

There is an ongoing emphasis on building a progressive Human Resources culture within the organisation. Structured initiatives to nurture talent and create a working environment that fosters motivation, team-work and result-orientation continue to be addressed.

The long term wage agreement with the Union expired on 31st December 2011, and negotiations will commence in due course. Employee Relations across the Company continued to be cordial, and issues were settled amicably. Productivity levels continued to be subject to continuous monitoring.

Employee strength as on 31st March 2013 was 1362 as compared to 1381 in the previous year.

CORPORATE GOVERNANCE:

A separate report on Corporate Governance along with Auditor''s Certificate on its compliance, is set out in Annexure "A".

DIRECTORS'' RESPONSIBILITY STATEMENT:

Pursuant to Section 217 (2AA) of the Companies Act, 1956, the Directors confirm that:

i) In the preparation of Annual Accounts, the applicable accounting standards have been followed along with proper explanations relating to material departures.

ii) The Directors 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 the financial year 31st March, 2013, and the profit for that period.

iii) Directors have taken proper and sufficient care for maintenance of adequate accounting records in accordance with provisions of the Companies Act, 1956, for safeguarding of assets of the Company and for preventing and detecting frauds and other irregularities.

iv) The Directors have prepared Annual Accounts on a going concern basis.

DIRECTORS:

Mr. Anand J Danani, Mr. Bansi S Mehta, and Mr. Jaisingh R Danani retire by rotation at the ensuing Annual General Meeting and being eligible offer themselves for reappointment.

During the year Mrs D Vijayalakshmi resigned from the Board on 31st July, 2013. The Board of Directors place on record their appreciation for the invaluable advice and guidance given by Mrs Vijayalakshmi during her association with the Company.

Mr. Harish Chandra Mishra was appointed as an Additional Director with effect from 19th October 2012 and holds office up to the date of the forthcoming Annual General Meeting. Notice has been received under Section 257 of the Companies Act, 1956 from a member proposing his candidature for office of Director and such appointment has been proposed at Item No 7 of the Notice dated 17th May, 2013.

The appointments of Mr. N J Danani and Mr. N P Mehta as Managing Directors expire on 19th June, 2013. The Board of Directors'' at their meeting held on 17th May, 2013 have reappointed them subject to approval of Shareholders for a further period of 3 years, w.e.f. 20th June, 2013. Appropriate Special Resolutions have been proposed for their appointment and remuneration at Item No. 8 & 9 of the Notice dated 17th May, 2013.

Information on the Directors eligible for reappointment as required under Clause 49 of the Listing Agreement with Stock Exchanges is disclosed in the profiles of the Directors under Item Nos. 3, 4, 5 , 7 ,8 and 9 forming part of the Notice dated 17th May, 2013 circulated along with the Annual Report 2012-13.

AUDITORS:

The Company''s auditors, M/s. Dalal & Shah, bearing Firm Registration No. 102021W, hold office till the date of the ensuing Annual General Meeting and, being eligible, are recommended for reappointment. This item of business is covered under Item No. 6 of the accompanying notice.

COST AUDITORS:

M/s. P. M. Nanabhoy & Co. an independent firm of Cost Accountants having an arm''s length relationship with the Company and who are free from any disqualification as specified under Section 233 B(5) read with Section 224 and sub section 3 and sub section 4 of Section 226 of the Companies Act, 1956, have been appointed by the Board as Cost Auditors of the Company, for electric motors, power transformers, drives and elevator system products for the Financial Year ending 31st March, 2014, subject to the approval of the Central Government. Their appointment is in accordance with the limits specified in Section 224 (1B) of the Companies Act, 1956.

PARTICULARS OF EMPLOYEES:

The information required under Section 217 (2A) of the Companies Act, 1956, read with Company''s (Particulars of Employees) Rules, 1975, and forming part of this Report, are annexed to this Report. However, as per the provisions of Section 219 (1)(iv) of the Companies Act, 1956, the Report and Accounts are being sent to all Shareholders of the Company, excluding the Statement of Particulars of Employees. Any shareholder interested in the Particulars of Employees, may write to the Company Secretary at the Registered Office of the Company for a copy of the Statement.

Additional information as required by Department of Companies Affairs is presented on Page 20 of this Annual Report.

ACKNOWLEDGEMENTS

The Directors accept and convey their sincere appreciation to all employees of the Company for their continued dedication and commitment of the Company. The Directors also acknowledge and are grateful to the Bankers, Government Authorities, Shareholders, Vendors and other Stake-Holders for their continued support, confidence and co-operation in these difficult times, in the performance of the Company.

For and on behalf of the Board of Directors

Bansi S. Mehta

Chairman

Date : 17th May, 2013

---

Mar 31, 2012

The Directors are pleased to present their 65th Annual Report on the business and operations of the Company together with Audited Accounts for the financial year ended 31st March, 2012.

FINANCIAL PERFORMANCE :

Year Ended Year Ended 31st March 31st March 2012 2011 (Rs in (Rs in Lakhs) Lakhs)

Income from Sales & Service 78111.99 76901.82

Less: Excise Duty 6334.10 6595.05

71777.89 70306.77

Other Income 1959.67 861.01

73737.56 71167.78

Profit before Finance Costs, Depreciation, Exceptional Items and Tax 6291.84 7642.37

Less: Interest & Finance Charges 1337.48 896.84

Less: Depreciation 960.77 893.35

Profit before Exceptional Item and Tax 3993.59 5852.18

Add : Exceptional Item 2608.92 3380.67

Profit before Tax 6602.51 9232.85

Less: Provision for Taxes 1235.28 1880.29

Profit after Tax 5367.23 7352.56

Short (-)/Excess Provision of tax for earlier years - 0.03

Profit after Taxation 5367.23 7352.53

Add: Profit brought forward from previous year 3648.29 2937.86

Profit available for appropriation 9015.52 10290.39

APPROPRIATION

Proposed Equity

Dividend 1412.89 1412.89

Tax on Proposed Equity

Dividend 229.21 229.21

General Reserve 550.00 5000.00

Profit Carried Forward 6823.42 3648.29

Previous year's figures have been regrouped for comparison purposes with current year's presentation wherever necessary.

DIVIDEND :

The Directors recommend a Dividend of Rs. 25/- per Equity Share for the year ended 31st March, 2012 on 56,51,560 Equity Shares of Rs. 10/- each. The Dividend payout, including Dividend Tax of Rs. 229.21 lakhs, will be Rs. 1642.10 lakhs compared to Rs. 1642.10 lakhs in the previous year.

OPERATIONS :

Industrial growth slowed significantly in 2011-2012 on account of weakened domestic demand companied by interest rate sensitivity, deceleration in external demand and a subdued investment climate. New order placement declined, and surplus capacities in several sectors resulted in low utilisations and brought margins under pressure.

Against this backdrop the Company achieved Income from Sales and Service of Rs. 781 crore as against Rs. 769 crore in the previous year, a nominal increase of Rs. 12 crore. Revenues of the Industrial Systems businesses registered significant growth, and helped offset the degrowth in the Power Systems segment which was exacerbated by a planned shutdown of one of the Transformer plants in the first quarter of the year under review.

Profit before Exceptional Items and Tax dropped by 32% to Rs. 39.94 crore from Rs. 58.52 crore principally due to poor price realisations in the Transformer business, cost overruns in Project operations, and increases in other costs.

Exceptional Items represent proceeds (free of both Capital Gains Tax and MAT) arising from the sale of shares of Siemens Limited in April 2011.

OTHER INITIATIVES :

During the year, one of the Transformer plants was modernised to international standards. This has helped the Company to cater more extensively to international business, and has enhanced production capacity of higher ratings in the 220 KV class.

Training from an international High Voltage Institute in the specialised design software for Transformers up to 500 KV was completed, and will contribute significantly to design optimization and cost effectiveness.

The Motors business grew significantly over the previous year. The ongoing initiative to strengthen and synchronise the supply chain from end to end resulted in measurable improvements in market responsiveness and operational effectiveness, and will provide a strong platform for growth, investment continues in manufacturing facilities and product range extension.

The Drives business continued to expand its application segments, and the new facility for production of a specific range of AC drives in cooperation with KEB of Germany is near completion.

FINANCE :

In April 2011, the Company generated an exceptional tax free income of Rs. 26.09 crore from the sale of 2,97,000 equity shares of Siemens Limited in the open market at an average price of Rs. 886 per share so as to augment its existing cash reserves for strategic business expansions.

As a guiding policy, the Company focuses upon the efficient management of short-term and long-term funds through rigorous monitoring of deployment towards working capital, a comprehensive evaluation and execution process for capital expenditure, and prudent deployment of surplus funds. Although the Company incurred interest and finance costs of Rs. 13.37 crore, it also earned income of Rs. 14.05 crore from deployment of surplus funds and treasury operations.

The Company's free reserves as on 31st March, 2012 increased by Rs. 3725 lakhs to Rs. 31295 lakhs.

As on 31st March, 2012, the Company had Fixed Deposits aggregating to Rs. 2403.47 lakhs. Out of the Fixed Deposits which matured for payment prior to 31st March, 2012,71 deposits aggregating to Rs. 15.77 lakhs were neither renewed nor claimed till 31st March, 2012. Of these 5 deposits aggregating to Rs. 0.95 lakhs have since been renewed or refunded on receipt of requests from the deposit holders. The balance of 66 deposits aggregating to Rs. 14.82 lakhs have been neither claimed nor renewed till date of this Report, in spite of the Company's intimation to the deposit holders. There has been no default or delay in meeting any maturity payment obligations.

During the year Rs. 1.49 lakhs was transferred to the Investor Education and Protection Fund.

HUMAN RESOURCES AND EMPLOYEE RELATIONS :

There is an ongoing emphasis on building a progressive Human Resources culture within the organisation. Structured initiatives to nurture talent and create a working environment that fosters motivation, team-work and result- orieritation continue to be addressed.

The long term wage agreement with the Union expired on 31st December, 2011, and negotiations will commence in due course. Employee Relations across the Company continued to be cordial, and issues were settled amicably. Productivity levels continued to be subject to continuous monitoring.

Employee strength as on 31st March, 2012 was 1381 as compared to 1317 in the previous year.

CORPORATE GOVERNANCE :

A separate report on Corporate Governance along with Auditor's Certificate on its compliance, is set out in Annexure "A".

DIRECTORS' RESPONSIBILITY STATEMENT :

Pursuant to Section 217 (2AA) of the Companies Act, 1956, the Directors confirm that:

(i) In the preparation of Annual Accounts, the applicable accounting standards have been followed along with proper explanations relating to material departures.

(ii) The Directors 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 the financial year 31st March, 2012, and the profit for that period.

(iii) Directors have taken proper and sufficient care for maintenance of adequate accounting records in accordance with provisions of the Companies Act, 1956, for safeguarding of assets of the Company and for preventing and detecting frauds and other irregularities.

(iv) The Directors have prepared Annual Accounts on going concern basis.

DIRECTORS :

Mr. Sanjiv N. Shah, Mr. Jairaj C. Thacker and Mr. Mukul Harkisondass retire by rotation at the ensuing Annual General Meeting and being eligible offer themselves for reappointment.

During the year Mr. Deepak S. Parekh resigned as Alternate Director to Mr. Anand J. Danani. The Board of Directors place on record their appreciation for the invaluable advice and guidance given by Mr. D. S. Parekh during his long association with the Company.

Information on the Directors eligible for reappointment as required under Clause 49 of the Listing Agreement with Stock Exchanges is disclosed in the profiles of the Directors under Item Nos. 3, 4 and 5 forming part of the Notice dated 16th May, 2012 circulated along with the Annual Report 2011-12.

AUDITORS :

The Company's auditors, M/s. Dalai & Shah, bearing Firm Registration No. 102021W, hold office till the date of the ensuing Annual General Meeting and, being eligible, are recommended for reappointment. This item of business is covered under Item No. 6 of the accompanying notice.

COST AUDITORS :

M/s. R M. Nanabhoy & Co. an independent firm of Cost Accountants having an arm's length relationship with the Company and who are free from any disqualification as specified under Section 233 B(5) read with Section 224 and sub- section 3 and sub-section 4 of Section 226 of the Companies Act, 1956, have been appointed by the Board as Cost Auditors of the Company, for electric motors, for the Financial Year ending 31st March, 2013, subject to the approval of the Central Government. Their appointment is in accordance with the limits specified in Section 224 (iB) of the Companies Act, 1956.

PARTICULARS OF EMPLOYEES :

The information required under Section 217 (2A) of the Companies Act, 1956, read with Company's (Particulars of Employees) Rules, 1975, and forming part of this Report, are annexed to this Report. However, as per the provisions of Section 219 (1) (iv) of the Companies Act, 1956, the Report and Accounts are being sent to all Shareholders of the Company, excluding the Statement of Particulars of Employees. Any shareholder interested in the Particulars of Employees, may write to the Company Secretary at the Registered Office of the Company for a copy of the statement.

Additional information as required by Department of Companies Affairs is presented on Page 13 & 14 of this Annual Report.

ACKNOWLEDGEMENTS :

The Directors accept and convey their sincere appreciation to all employees of the Company for their continued dedication and commitment to achieving the results of the Company. The Directors also acknowledge and are grateful to the Bankers, Government Authorities, Shareholders, Vendors and other Stakeholders for their continued support, confidence and co-operation in the performance of the Company.

For and on behalf of the Board of Directors

Bansi S. Mehta

Chairman

Date : 16th May, 2012

---

Mar 31, 2011

The Directors are pleased to present herewith the 64th Annual Report of the Company together with Audited Accountsfor the financial year ended 31st March 2011.

FINANCIAL PERFORMANCE

Year Ended Year Ended 31st March 31st March 2011 2010 (? in (? in Lakhs) Lakhs)

Income from Sales & Service 76299.48 70608.64

Less: Excise Duty 6595.05 5094.35

69704.43 65514.29

Other Income 1463.35 1167.72

71167.78 66682.01

Profit before Interest,

Finance Charges,

Depreciation,

Exceptional Items and Tax 7647.70 7537.95

Less: Interest & Finance Charges 896.84 605.28

Less: Depreciation 893.35 836.71

Profit before Exceptional Item and Tax 5857.51 6095.96

Add: Exceptional Item 3380.67 -

Profit before Tax 9238.18 6095.96

Less: Provision for Taxes 1885.62 2007.09

Profit after Tax 7352.56 4088.87

Short (Excess) Provision of tax for earlier years 0.03 (33.48)

Profit after Taxation 7352.53 4122.35

Add: Profit brought forward from previous year 2937.86 2463.06

Profit available for appropriation 10290.39 6585.41

APPROPRIATION :

Proposed Equity

Dividend 1412.89 1412.89

Tax on Proposed Equity

Dividend 229.21 234.66

General Reserve 5000.00 2000.00

Profit Carried Forward 3648.29 2937.86

Previous years figures have been regrouped for comparison purposes with current years presentation wherever necessary.

DIVIDEND

The Directors recommend a Dividend of t 25 per Equity Share for the year ended 31st March, 2011 on 56,51,560 Equity Shares of ? 10/- each. The Dividend payout, including Dividend Tax of ? 229.21 lakhs, will be? 1642.10 lakhs compared to ? 1647.55 lakhs in the previous year.

OPERATIONS

Although the Indian economy in general, and the electrical equipment industry in particular, displayed growth and buoyancy, the overhang of built-up capacities coupled with inflation, surging commodity prices, and higher financing costs kept market conditions fiercely competitive and exerted relentless pressure on margins, Further, upgradation of one of the transformer plants affected production and deliveries during the last two months of the year under review.

Against this backdrop, the Company was able to increase Income from Sales and Service from ? 706 crores to ? 763 crores, a growth of 8% over the previous year. The motors, drives, elevator systems and projects businesses contributed significantly to the turnover growth.

The PBT from operations and before exceptional items decreased marginally, by ? 2 crore to ? 59 crore.

OTHER INITIATIVES

During the year one of the transformer plants was upgraded and modernised to cater to international business and to enhance production capacity of higher ratings up to 220 KV.

Specialised design software for transformers up to 500 KV, installed under a turnkey contract with an international high-voltage research institute, will enhance design capabilities by improving predictability, optimization and cost- effectiveness.

The ongoing distributorship arrangement for AC drives with KEB, Germany, was strengthened by an agreement under which the Company will assemble drives of ratings above 45 KW. This is expected to improve market share by enabling specific application segments to be more effectively addressed. Production from the new facility at the Airoli works is expected to begin during the second half of this year.

A comprehensive end-to-end project to streamline the supply chain for motors was initiated during the year. This is expected to significantly improve both customer responsiveness and the effectiveness of operations, and to establish a robust platform for continued growth.

There is ongoing emphasis on value engineering, product development, cycle time reduction, and process and system scalability.

FINANCE

The Company continues to focus on efficient management of short-term and long-term funds through rigorous monitoring of deployment for working capital, a critical evaluation and negotiation of proposals for capital expenditure, and optimising terms from fund providers. This enabled the Company to restrict net financing cost (net of income from cash surplus) - notwithstanding increased interest rates - to 0.45% (previous year: 0.41%) of sales.

The Company sold 3,90,000 equity shares of Siemens Ltd. during the year through the open market at an average price of ? 874 with the objective of part financing contemplated expansions of the motors and transformers businesses. This generated exceptional income (free of both Capital Gains Tax and MAT) of ? 34.10 crore, and is reflected as such in the Accounts.

The Companys free reserves as on March 31, 2011 increased by ^ 5711 lakhs to ? 27570 lakhs.

As on 31st March, 2011, the Company had Fixed Deposits aggregating to ? 1955.93 lakhs. Out of the Fixed Deposits which matured for payment prior to 31 st March, 2011,32 deposits aggregating to ? 5.56 lakhs were neither renewed nor claimed till 31st March, 2011. Of these 4 deposits aggregating to ? 0.56 lakh have since been renewed or refunded on receipt of requests from the deposit holders. The balance of 28 deposits aggregating to ? 5.00 lakhs have been neither claimed nor renewed till date of this Report, in spite of the Company^ intimation to the deposit holders. There has been no default or delay in meeting any maturity payment obligations,

During the year ? 1.16 lakhs was transferred to the Investor Education and Protection Fund.

HUMAN RESOURCES AND EMPLOYEE RELATIONS

The Company remains committed to developing and fostering a culture of participation, engagement and accountability, and takes pride in the initiative and team-work, and in the spirit of excellence, demonstrated by all its employees; they have displayed exemplary team-work, result- orientation, and motivation; and also a sense of accomplishment from their contribution to the Companys goals.

The work environment was cordial throughout the year and. in an atmosphere of harmonious Industrial Relations, the year under review was peaceful, with no loss of man-days. The long term wage settlement, settled amicably, was signed on 29th June 2010, and is valid until 31st December 2011.

The employee strength as of 31 March, 2011 was 1317, compared to 1298 in the previous year.

CORPORATE GOVERNANCE

A separate report on Corporate Governance along with Auditors Certificate on its compliance, is set out in Annexure "A".

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 217 (2AA) of the Companies Act, 1956, the Directors confirm that:

(i) In the preparation of Annual Accounts, the applicable accounting standards have been followed along with proper explanations relating to material departures.

(ii) The Directors 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 the financial year 31st March 2011, and the profit for that period.

(iii) Directors have taken proper and sufficient care for maintenance of adequate accounting records in accordance with provisions of the Companies Act, 1956, for safeguarding of assets of the Company and for preventing and detecting frauds and other irregularities.

(iv) The Directors have prepared Annual Accounts on going concern basis.

DIRECTORS

Mr. Bansi S. Mehta, Mr. Jaisingh R. Danani and Mr. Prakash V. Mehta retire by rotation at the ensuing Annual General Meeting and being eligible offer themselves for reappointment.

Mrs. D. Vijayalakshmi was appointed as Additional Director by the Board of Directors with effect from 22nd July, 2010. In terms of Section 260 of the Companies Act, 1956 and Article 161 of the Articles of Association of the Company she holds office as Director only till the date of the forthcoming Annual General Meeting but is eligible for reappointment for the office of Director in the Company. Notice has been received from a member under Section 257 of the Companies Act, 1956 signifying their intention to propose the candidature of Mrs. D. Vijayalakshmi for the office of Director liable to retire by rotation. The Board of Directors of the Company are confident that her vast knowledge and experience will be of great value to the Company and hence recommends the Resolution No. 7 of the Notice dated 9th May, 2011 for approval of the members.

Information on the Directors eligible for reappointment as required under Clause 49 of the Listing Agreement with Stock Exchanges is disclosed in the profiles of the Directors under Item Nos. 3, 4, 5 and 7 forming part of the Notice dated 9th May, 2011 circulated along with the Annual Report 2010-11.

AUDITORS

The Companys auditors, M/s. Dalai & Shah, bearing Firm Registration No. 102021W, hold office till the date of the ensuing Annual General Meeting and, being eligible, are recommended for reappointment. This item of business is covered under Item No. 6 of the accompanying notice.

COST AUDITORS

M/s. R M. Nanabhoy & Co. an independent firm of Cost Accountants having an arms length relationship with the Company and who are free from any disqualification as specified under Section 233B(5) read with Section 224 and sub- section 3 and sub section 4 of Section 226 of the Companies Act, 1956, have been appointed by the Board as Cost Auditors of the Company, for the Financial Year ending 31st March, 2012, subject to the approval of the Central Government. Their appointment is in accordance with the limits specified in Section 224 (1B) of the Companies Act, 1956.

PARTICULARS OF EMPLOYEES

The information required under Section 217 (2A) of the Companies Act, 1956, read with Companys (Particulars of Employees) Rules, 1975, and forming part of this Report, are annexed to this Report. However, as per the provisions of Section 219 (1)(iv) of the Companies Act, 1956, the Report and Accounts are being sent to all Shareholders of the Company, excluding the Statement of Particulars of Employees. Any shareholder interested in the Particulars of Employees, may write to the Company Secretary at the Registered Office of the Company for a copy of the Statement.

Additional information as required by Department of Companies Affairs is presented on Page 14 & 15 of this Annual Report.

ACKNOWLEDGEMENTS

The Directors accept and convey their sincere appreciation to all employees of the Company for their continued dedication and commitment to achieving the results of the Company. The Directors also acknowledge and are grateful to the Bankers, Government Authorities, Shareholders, Vendors and other Stakeholders for their continued support, confidence and co- operation in the performance of the Company.

For and on behalf of the Board of Directors

Bansi S. Mehta

Chairman

Date : 9th May, 2011

---

Mar 31, 2010

The Directors are pleased to present herewith the 63rd Annual Report of the Company together with Audited Accounts for the year ended 31st March 2010.

FINANCIAL RESULTS

Year Ended Year Ended 31st March 31st March 2010 2009 (Rs. In (Rs In Lakhs) Lakhs)

Sales & Service 70608.64 60077.08

Less: Excise Duty 5094.35 5607.55

65514.29 54469.53

Other Income 576.77 299.23

66091.06 54768.76

Profit before Interest 7537.95 8499.68 & financial Charges, Depreciation and Tax

Less: Interest & 605.28 449.34 Financial charges

Less: Depreciation 836.71 708.38

Profit before Tax 6095.96 7341.96

Less: Provision for 2007.09 2555.86 Taxes

Profit after Tax 4088.87 4786.10

Short / (Excess) (33.48) 33.31 Provision of tax for earlier years

Profit after Taxation 4122.35 4752.79

Add: Profit brought 2463.06 1363.28 forward from previous year

Profit available for 6585.41 6116.07 appropriation

APPROPRIATION :

Proposed Equity 1412.89 1412.89

Dividend

Tax on Proposed 234.66 240.12

Equity Dividend

General Reserve 2000.00 2000.00

Profit Carried Forward 2937.86 2463.06

Previous years figures have been regrouped for comparison purposes with current year’s presentation wherever necessary.

DIVIDEND

The Directors recommend a Dividend of Rs. 25/- per Equity Share for the year ended 31st March, 2010 on 56,51,560 Equity Shares of Rs. 10/- each. The Dividend payout, including Dividend Tax of Rs. 234.66, will be Rs.1647.55 as compared to Rs. 1653.01 lakhs in the previous year.

OPERATIONS

Economic growth during the previous five years led to a very large build up of capacities, and made market conditions fiercely competitive during the year under review. The resulting adverse effect on price realizations, coupled with contracted demand during the first half of the year, affected margins of both Motors and Transformers.

Income from Sales and Services, at Rs. 706 Crores, grew by 17% (Rs. 105 Crores) over the previous year. However, PBT declined by 16% (Rs. 12 Crores) to Rs.61 Crores.

Large orders of higher ratings for Transformers, and increased sales of large Motors, contributed to the growth in turnover. Customer deliveries of Transformers aggregated to 12047 MVA (7850 MVA in the previous year), while sales of Motors were 789 MW (684 MW in the previous year)

Order inflow during the year was Rs. 650 Crores (618 Crores in the previous year), an improvement of 5%, and unexecuted orders at year-end were Rs. 387 Crores (392 Crores).

OTHER INITIATIVES

Upgrading and enhancement of 132 KV / 220 KV Transformer manufacturing facilities are planned during the year, as are replacement and upgrading of critical testing equipment. A facility for High Tension Traction Motors is also planned during the current year.

The Company intends to systematically strengthen the focus on the Projects business.

Gearless machines for elevators have found market acceptance, and a significant growth in sales is expected during the current year.

FINANCE

With continuous focus and monitoring of the working capital deployed in business operations, and systematic funds management, the Company was able to leverage substantially higher business volumes with a marginal increase in financing cost. After funding the incremental working capital gap and the capital expenditure, the financing cost (net of income from current investments) was Rs.3.66 crores, ie. 0.52% of sales, compared to 0.71% in the previous year.

As on 31st March, 2010, the Company had Fixed Deposits aggregating to Rs. 1871.86 lakhs. Out of the Fixed Deposits which matured for payment prior to 31st March, 2010, 31 deposits aggregating to Rs. 4.70 lakhs were neither renewed nor claimed till 31st March, 2010. Of these 2 deposits aggregating to Rs. 0.60 lakhs have since been renewed or refunded on receipt of requests from the deposit holders. The balance of 29 deposits aggregating to Rs. 4.10 lakhs have been neither claimed nor renewed till date of this Report, in spite of the Company’s intimation to the deposit holders. There has been no default or delay in meeting any maturity payment obligations.

During the year Rs. 0.56 lakhs was transferred to the Investor Education and Protection Fund.

HUMAN RESOURCES AND EMPLOYEE RELATIONS

The Company’s Human Resources function is undergoing re-alignment so as to increase its contribution to the success of the Business, and to enhance the quality and efficiency of H.R. processes across the organization. Organisational and structural changes aligned to the Company’s strategic intent are under review.

With a cordial work environment and a culture of harmonious Industrial Relations, there was no loss of man days during the year under review. The long term wage settlement which expired on 31st December 2008 is presently under negotiation.

The employee strength as at 31st March 2010 was 1298 compared to 1302 in the previous year.

CORPORATE GOVERNANCE

A separate report on Corporate Governance along with Auditors Certificate on its compliance, is set out in Annexure “A”.

DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to Section 217 (2AA) of the Companies Act, 1956, the Directors confirm that:

i) In the preparation of Annual Accounts, the applicable accounting standards have been followed along with proper explanations relating to material departures.

ii) The Directors 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 the financial year 31st March, 2010, and the profit for that period.

iii) Directors have taken proper and sufficient care for maintenance of adequate accounting records in accordance with provisions of the Companies Act, 1956, for safeguarding of assets of the Company and for preventing and detecting frauds and other irregularities.

iv) The Directors have prepared Annual Accounts on going concern basis.

DIRECTORS

Mr. Mukul Harkisondass, Mr. Meghendra Kumar and Mr. Anand J. Danani retire by rotation at the ensuing Annual General Meeting. Mr. Mukul Harkisondass and Mr. Anand J. Danani being eligible offer themeseves for reappointment. However Mr. Maghendra Kumar has expressed his unwillingness to be re-appointed as Director. It is proposed not to fill up the vacancy created on retirement of Mr. Meghendra Kumar for the time being.

Information on the Directors eligible for reappointment as required under Clause 49 of the Listing Agreement with Stock Exchanges is disclosed in the profiles of the Directors under item Nos.3, and 5 forming part of the Notice dated 6th May, 2010 circulated along with the Annual Report 2009-10.

AUDITORS

M/s. Dalal & Shah, Auditors of the Company, retire at the ensuing Annual General Meeting, and being eligible offer themselves for reappointment. This item of business is covered under Item 6 of the accompanying notice.

COST AUDITORS

M/s. P. M. Nanabhoy & Co. has been appointed by the Board as Cost Auditors of the Company, for electric motors, for the Financial Year ending 31st March, 2011 subject to the approval of the Central Government.

PARTICULARS OF EMPLOYEES

The information required under Section 217 (2A) of the Companies Act, 1956, read with Company’s (Particulars of Employees) Rules, 1975, and forming part of this Report, are annexed to this Report. However, as per the provisions of Section 219 (1) (iv) of the Companies Act, 1956, the Report and Accounts are being sent to all Shareholders of the Company, excluding the Statement of Particulars of Employees. Any shareholder interested in the Particulars of Employees, may write to the Company Secretary at the Registered Office of the Company for a copy of the Statement.

Additional information as required by Department of Companies Affairs is presented on Page 12 of this Annual Report.

APPRECIATION

The Directors wish to place on record their appreciation to all the employees for their dedicated and spirited efforts in the results of the Company. The Directors also wish to place on record their appreciation for the confidence, support and co- operation received from Banks, Government Authorities, Share Holders, Suppliers and other Stake Holders during the year.

For and on behaif of the Board of Directors

Bansi S. Mehta

Chairman

Date :6th May 2010