FOR THE YEAR ENDED MARCH 31, 2023
To,
The Members,
Your Directors have pleasure in presenting their 14th Annual Report on the
business and operations of the Company together with Audited Statement of Accounts for the
year ended March 31, 2023.
1. FINANCIAL PERFORMANCE :
(Rs. in Mlns)
Particulars |
Year ended March 31, 2023 (Standalone) |
Year ended March 31, 2022 (Standalone) |
Year ended March 31, 2023 (Consolidated) |
Year ended March 31, 2022 (Consolidated ) |
Total Income |
945.50 |
525.93 |
312.12 |
199.44 |
Total Expenditure |
62.12 |
49.40 |
62.12 |
49.40 |
Exceptional items |
- |
- |
- |
- |
Profit before taxation |
883.38 |
476.53 |
3,438.12* |
2634.96* |
Tax Expenses |
203.26 |
114.95 |
845.12 |
657.45 |
Profit after Tax |
680.12 |
361.58 |
2,593.00* |
1977.51* |
Balance of Profit/(Loss) from previous year |
4220.91 |
3931.65 |
15866.58 |
13964.33 |
Balance available for appropriation Appropriations : |
4901.03 |
4293.23 |
18459.58 |
15941.83 |
Transfer to Reserve Fund in terms of Section 45-IC of the Reserve Bank of India Act,
1934 |
(136.02) |
(72.32) |
(136.02) |
(72.32) |
Balance carried to Balance Sheet |
4 7 6 5 |
4220.91 |
18319.11 |
15866.58 |
*includes share in profits of associates and joint ventures
2. KEY FINANCIAL RATIOS
Details of changes in key financial ratios including significant changes i.e. change of
25% or more as compared to the immediately previous financial year along with detailed
explanations:
(%)
Particulars |
FY 2022-23 |
FY 2021-22 |
Explanation for significant change |
Debtor Turnover |
N.A. |
N.A. |
NA |
Inventory Turnover |
N.A. |
N.A. |
NA |
Interest Coverage Ratio |
NIL |
NIL |
NA |
Debt Equity Ratio |
NIL |
NIL |
NA |
Operating Profit Margin (%) |
94.05% |
91.82% |
NA |
Net profit Margin (%) |
71.94% |
68.75% |
NA |
Details of any change in Return on Net Worth as compared to the immediately previous
financial year:
|
Standalone |
Consolidated |
Particulars |
2022-23 |
2021-22 |
2022-23 |
2021-22 |
Return on Net Worth (%) |
10.65% |
6.34% |
13.00% |
11.40% |
Return on net worth is computed as net profit by average net worth. The details for
change, if any, in return on net worth are explained in relevant sections above.
3. SHARE CAPITAL
The paid-up Equity Share Capital as on 31st March, 2023 stood at Rs.188.34
Million. During the year under review, the Company has not issued shares with differential
voting rights nor has granted any stock options or sweat equity. As on 31st
March, 2023, none of the Directors of the Company hold instruments convertible into equity
shares of the Company.
4. DIVIDEND :
Your Directors do not recommend any dividend on the equity shares for the year ended
March 31, 2023.
5. MANAGEMENT DISCUSSION AND ANALYSIS
The main object of the Company is to make strategic investments in the Kalyani Group
Companies. The Company is a Non Deposit taking Core Investment Company, as defined in the
Core Investment Companies (Reserve Bank) Directions, 2011. Since the Company is not a
Systemically Important Non Deposit taking Core Investment Company, it is not required to
obtain Certificate of Registration under Sec. 45-IA of the Reserve Bank of India Act,
1934.
The Directors confirm that the Investments have been made with the intent to hold for
long term and are not held for sale.
The Company endeavours to evaluate opportunities and invest considering the macro
economic conditions.The report on management discussion and analysis forms part of Annual
Report.
6. COMPANY PERFORMANCE
During the Financial Year under review, on a standalone basis, your Company earned
total income of Rs. 945.50 Mln (previous years Rs. 525.93 Mln.). The net profit after tax
is Rs. 680.12 Mlns (previous years Rs. 361.58 Mlns.).
During the Financial Year under review, on a consolidated basis, your Company earned
total income of Rs. 312.12 Mln (previous years Rs. 199.44 Mln.). The net profit after tax
is Rs. 2,593.00* Mlns. (previous years Rs. 1977.50* Mlns.).
*including share in profits of associates and joint ventures.
7. BUSINESS OVERVIEW AND OPERATIONS OF THE COMPANY
The main operations of the Company are that of investments and majority of the
investments of the Company are in the nature of strategic investments in Kalyani Group
Companies. The Investments have been made with a view to hold for long term and are not
held for trade. The investment pattern of the Company also complies with the requirement
for the Company continuing to qualify as a Non Deposit taking Core Investment Company. The
main source of income for the Company is in the form of dividends as declared by these
companies. The business prospects of the Company depend upon the business prospects of the
underlying companies in which your Company holds investments.
8. FINANCE AND CREDIT RATING
During the year under review, the liquidity and cash positions were monitored with
reinforced focus. Earnings from the cash surplus investments, comprising bank fixed
deposits during the year saw an increase due to the increase in the market interest rates.
Nevertheless, utmost importance was given to ensure the safety and liquidity of surplus
cash.
Your Company has not done any Credit Rating.
9. HUMAN RESOURCES
As on March 31, 2023, the Company had 2 Key Managerial Personnel on deputation,
including the CEO / CFO & Company Secretary.
10. CONCERNS AND THREATS
Fluctuations in the securities market and global economic scenario, may pose a
risk of devaluation of the investments made by the Company.
Main source of income for the Company is dividend from the Kalyani Group
Companies.
The risks and concerns associated with the businesses / operations of these
investee companies, which may impact the performance of these companies, could result in
variation in dividends declared by these companies.
Non recovery of principal of the amounts lent and interest thereon.
11. PROSPECTS FOR THE CURRENT YEAR
The Indian economy has seen a sharp recovery in FY 2022-23 post COVID-19 pandemic. This
resulted in substantial increase in dividend income and value of Investments held during
the FY 2022-23.
12. BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT
Pursuant to Regulation 34(2)(f) of the SEBI Listing Regulations, the Business
Responsibility and Sustainability Report initiatives taken from an environmental, social
and governance perspective in the prescribed format annexed as "Annexure VII" to
this report. The same is also available on the Company's website at
https://www.bfilpune.com/PDF/Business%20Responsibility%20and%20Sustainability%20Reporting%20(BRSR).pdf
13. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY
The Company has adequate internal control systems to ensure operational efficiency and
accuracy in financial reporting and compliance of various laws and regulations.
The internal control system is supported by the internal audit process. The internal
audit is conducted by an Independent Chartered Accountant. The Audit Committee of the
Board reviews the Internal Audit process and the adequacy and effectiveness of internal
audit and controls periodically.
14. SAFETY, HEALTH AND ENVIRONMENT
The Company ensures safety of all its employees working at different places.
15. CAUTIONARY STATEMENT
Statements in this Report, particularly those which relate to Management Discussion and
Analysis, describing the Company's objectives, projections, estimates and expectations may
constitute "forward looking statements" within the meaning of applicable laws
and regulations. Actual results might differ materially from those either expressed or
implied.
16. SUBSIDIARY COMPANIES, JOINT VENTURES & ASSOCIATES
The Company does not have any subsidiary company as on March 31, 2023. The information
of joint ventures and associates is given in the annual accounts for the year ended March
31, 2023 enclosed and forming part of the Annual Report. As on March 31, 2023, the Company
had 6 Associates and 2 joint ventures. There has been no material change in the nature of
the business of the Joint Ventures and Associates.
The Company's Policy on determining material subsidiaries, as approved by the Board, is
uploaded on the Company's website at
http://www.bfilpune.com/PDF/Policy%20on%20Material%20Subsidiary.pdf
A report on the financial position of each of the Associates and joint ventures as per
the Act is provided in Form No. AOC-1 attached hereto as "Annexure V" and also
given in the Financial Statements
17. PARTICULARS OF INFORMATION FORMING PART OF THE BOARD'S REPORT PURSUANT TO SECTION
197(12) OF THE COMPANIES ACT, 2013, READ WITH RULE 5 OF THE COMPANIES (APPOINTMENT AND
REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014
The information required pursuant to section 197(12) of the Companies Act, 2013 read
with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel )
Rules, 2014, as amended,has been provided in 'Annexure III'.
18. NUMBER OF MEETINGS OF THE BOARD
During the year under review, six Board Meetings were convened and held. The details of
which are given in the Corporate Governance Report which forms a part of this Integrated
Annual Report. The intervening gap between the Meetings was within the period prescribed
under the Companies Act, 2013.
19. DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to the requirements of Section 134(5) of the Companies Act, 2013, in respect
of Directors' Responsibility Statement, your Directors' to the best of their knowledge and
ability state that:
a) in the preparation of the Annual Financial Statements for the year ended March 31,
2023, the applicable accounting standards have been followed along with the proper
explanation relating to material departures;
b) accounting policies as mentioned in Notes to the Financial Statements have been
selected and applied consistently. Further judgments and estimates have been made 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 the Companies Act, 2013, for safeguarding the
assets of the Company and for preventing and detecting fraud and other irregularities;
d) the Annual Financial Statements have been prepared on a going concern basis;
e) proper internal financial controls were in place and that the financial controls
were adequate and were operating effectively; and
f) proper systems to ensure compliance with the provisions of all applicable laws were
in place and were adequate and operating effectively.
20. A STATEMENT ON DECLARATION GIVEN BY INDEPENDENT DIRECTORS
All Independent Directors have given declarations that they meet the criteria of
independence as laid down under Section 149(6) of the Companies Act, 2013 read with Rule
(6) of The Companies (Appointment and
Qualifications) rules, 2014 and Regulation 16(1)(b) of SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015 and also confirmed that they have complied with
the Code of Independent Directors prescribed in Schedule IV of the Companies Act, 2013.
The Company has laid down a Code for the Board of Directors and Senior Management of
the Company. The said Code is available on the website of the Company viz.
http://www.bfilpune.com/PDF/Code%20of%20Conduct.pdf
All the Board Members and Senior Management Personnel of the Company have affirmed
compliance with the Code of Conduct.
21. COMPANY'S POLICY ON DIRECTORS' AND KMP'S APPOINTMENT AND REMUNERATION
Director's appointment and remuneration is done as per the policy for selection and
appointment of Directors, Key Managerial Personnel and Senior Management Personnel and
their remuneration. The Policy is available on the website of the Company viz.
https://www.bfilpune.com/PDF/Nomination%20Remuneration%20Policy.pdf
22. ACCOUNTS AND AUDIT
a. Statutory Auditors and Audit Report
At the Ninth Annual General Meeting held on 1st September, 2018 P. G.
Bhagwat LLP, Chartered Accountants (Firm Registration No.101118W/W100682), were appointed
as Statutory Auditors of the Company to hold office till the conclusion of 14th
Annual General Meeting.
The Audit report of P. G. Bhagwat LLP on the Financial Statements of the Company for
the Financial Year 2022-23 is a part of the Annual Report. The Report does not contain any
qualification, reservation, adverse remark or disclaimer.
The 1st term of appointment of P G Bhagwat LLP, Chartered Accountants, Pune
(FRN. 101118W/ W100682), as statutory auditors of the Company expires at the ensuing 14th
Annual General Meeting.
P G Bhagwat LLP, Chartered Accountants, Pune (FRN. 101118W/ W100682) are eligible for
re-appointment for 2nd term from the conclusion of this 14th Annual
General Meeting. Necessary resolution for their reappointment is recommended by Audit
committee and the Board of Directors and included in the notice of 14th Annual
General Meeting for approval of members.
b. Secretarial Auditor and the Audit
Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has
appointed M/s. SVD & Associates, Company Secretaries, Pune, to undertake the
Secretarial Audit of the Company for the year 2022-23.
The Report of the Secretarial Audit is annexed herewith as 'Annexure IV' to this
Report.
Further, as required under Section 204 of the Act and rules thereunder, the Board has
appointed M/s. SVD & Associates, Company Secretaries, Pune, to conduct Secretarial
Audit for the financial year 2023-24.
c. Cost auditors
The maintenance of cost records and Cost Audit Rules are not applicable to the Company.
d. Consolidated Accounts
The Consolidated Accounts for the year ended 31st March, 2023 are enclosed.
Further, a statement containing the salient features of the financial statements of
associate companies and joint ventures in the prescribed Form AOC-1 is appended as
'Annexure V' which forms part of this Report.
The Company will make the said financial statements and related detailed information
available upon the request by any Member of the Company. These financial statements will
also be kept open for inspection by any Member at the Registered Office of the Company.
Pursuant to the provisions of Section 136 of the Companies Act, 2013, the financial
statements of the Company, consolidated financial statements along with relevant documents
are available on the website of the Company at http://www.bfilpune.com/
FinancialResults.html.
The Company has adopted a Policy for determining Material Subsidiaries in terms of
Regulation 16(1)(c) of the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 ("SEBI Listing Regulations''). The Policy, as approved by the
Board, is uploaded on the Company's website at http://www.bfilpune.com/
PDF/Policy%20on%20Material%20Subsidiary.pdf.
The Company does not have a subsidiary.
e. Reporting of Fraud by auditors
During the year under review, the Statutory Auditors and Secretarial Auditors of the
Company have not reported any instances of frauds committed in the Company by its officers
or employees, to the Audit Committee under Section 143(12) of the Act.
23. EXPLANATION ON COMMENTS ON STATUTORY AUDITORS' AND SECRETARIAL AUDITORS' REPORTS
There are no qualifications, reservations or adverse remarks or disclaimers made by P.
G. Bhagwat LLP, Statutory Auditors, in their Audit Report. M/s. SVD & Associates,
Practicing Company Secretary, in their Secretarial Audit Report have made certain
qualifications. The auditors qualifications and Boards explanation thereto are summarized
as under:
Auditors Qualifications |
Boards' explanation |
Secretarial Audit - |
|
I. As required under respective regulations of LODR: |
The listed entity has taken necessary action for submission of statement and has paid
the fine amount within prescribed time. |
1.The Company has delayed in submission of disclosure of Related Party Transactions
under Regulation 23 (9) of LODR for the half year ended March 31, 2022. Consequently, the
Company has received notices from National Stock Exchange of India Limited (NSE) and BSE
Limited (BSE) dated July 14, 2022 and August 01, 2022 imposing a fine of INR. 11,800 /-
each and the Company has duly paid the fine imposed on July 20, 2022 and August 02, 2022
respectively |
|
II. As required under respective regulations of ICDR & LODR : |
On voluntary application by the listed entity, and payment of settlement fee of INR.
6,39,200/- on October 15, 2022 the High Powered Advisory Committee of SEBI vide order
dated October 21, 2022 has settled the non-compliance with regard to Clause 35 of the
erstwhile listing agreement and Regulation 31(4) and 31(1) of SEBI LODR r/w Regulation
2(1)(pp) and 2(1)(zb) of the SEBI ICDR Regulations, 2009 |
1.Under the internal scrutiny, the Company had noticed that two entities ("said
entities") that hold insignificant number of shares in the Company and qualify as
"promoter group" under Regulation 2(1)(pp) r/w Regulation 2(1)(zb) of the SEBI
ICDR had inadvertently not been classified as such, in the Company's shareholding pattern
as disseminated on stock exchange platforms. The aforesaid inadvertent error has been
voluntarily rectified by the Company from the quarter ending December 31, 2021 and
accordingly approached SEBI for settlement in terms of the Settlement Regulations. In
consideration of the same, the High Powered Advisory Committee of SEBI vide order dated
October 21, 2022 has directed to pay the settlement of INR 6,39,200 /- which was paid by
the Company on October 15, 2022. |
|
III. As required under Companies Act, 2013: |
The observation is self-explanatory |
1.The Company has filed e Form - CSR 2 on May 19, 2023 for the financial year
2021-2022 which is beyond the prescribed time |
|
24. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENT UNDER SECTION 186
During the year, the Company has not made any fresh investments. The closing balances
of investments which would be covered under Section 186 of the Companies Act, 2013, are
disclosed in the Schedule of Non-Current Investments in the Financial Statements. The
details of loans and guarantees, if any, are given in the financial statements of 2022-23.
25. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES REFERRED TO IN
SUB-SECTION (1) OF SECTION 188 OF THE COMPANIES ACT, 2013
The Company has formulated a Policy on Related Party Transactions which is available on
the Company's website at http://www.bfilpune.com/RelatedPartyTransactions.html. All
related party transactions entered into during FY 2022-23 were on arm's length basis and
in the ordinary course of business. No material related party transactions were entered
into during the year under review by the Company. Accordingly, the disclosure of related
party transactions as required under Section 134(3)(h) of the Companies Act, 2013 ('the
Act') in Form No. AOC-2 is not applicable to the Company for FY 2022-23 and hence the same
is not provided.
All transactions with related parties were reviewed and approved by the Audit
Committee. Omnibus approval is obtained for related party transactions which are of
repetitive nature and entered in the ordinary course of business and on an arm's length
basis. A statement giving details of all related party transactions entered pursuant to
omnibus approval so granted is placed before the Audit Committee on a quarterly basis for
its review. The related party transactions entered into pursuant to the omnibus approval
so granted are also reviewed by the internal audit team on a half-yearly basis.
The details of the transactions with related parties are provided in the accompanying
Financial Statements.
26. STATE OF COMPANY'S AFFAIRS
Discussion on state of Company's affairs has been covered in the Management Discussion
and Analysis.
27. AMOUNTS PROPOSED TO BE CARRIED TO RESERVES
Particulars of the amounts proposed to be carried to reserves have been covered as part
of the financial performance of the Company.
28. MATERIAL CHANGES AND COMMITMENTS BETWEEN THE DATE OF THE BALANCE SHEET AND THE DATE
OF REPORT
There have been no material changes and commitments affecting the financial position of
the Company which have occurred between the end of the Financial Year of the Company to
which the Financial Statements relate and the date of the report, except as disclosed
elsewhere in this report.
29. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO
A. Conservation of Energy and Technology Absorption
The Company has no particulars to report regarding conservation of energy, technology
absorption as required under Section 134 (3) (m) of the Companies Act, 2013, read with
Rules thereunder.
B. Foreign exchange earnings and outgo
Sr. No. |
Particulars |
Amount in $ |
i |
Foreign Exchange earned in terms of actual inflows during the year |
Nil |
ii |
Foreign Exchange outgo during the year in terms of actual outflows |
Nil |
30. DIVIDEND DISTRIBUTION POLICY :
In term of Regulations 43A of SEBI Listing Regulations, the Board of Directors of the
Company has adopted a Dividend Distribution Policy which can be accessed on the website of
the Company at http://www.bfilpune.com/ PDF/Dividend%20Distribution%20Policy.pdf
31. RISK MANAGEMENT POLICY
Risk Management at BF Investment Ltd. forms an integral part of Management focus.
The Risk Management Committee oversees the risk management process in the Company. The
RMC is chaired by an Independent Director and the Chairperson of the Audit Committee is
also a member of the RMC. Some of the risks identified are set out in the Management
Discussion and Analysis and this report which forms part of this Integrated Annual Report.
The Company has in place a mechanism to identify, assess, monitor and mitigate various
risks to key business objectives. Major risks identified are systematically addressed
through mitigating actions on a continuing basis. These are discussed at the meetings of
the Audit Committee and the Board of Directors of the Company.
32. CORPORATE SOCIAL RESPONSIBILITY (CSR)
The Corporate Social Responsibility ('CSR') activities of the Company are governed
through the Corporate Social Responsibility Policy ('CSR Policy') approved by the Board.
The CSR Policy guides in designing CSR activities for improving quality of life of society
and conserving the environment and biodiversity in a sustainable manner. The CSR Committee
of the Board oversees the implementation of CSR Projects in line with the Company's CSR
Policy. The CSR Policy is available on Company's website http://www.bfilpune.com/PDF/
Corporate%20Social%20Responsibility%20Policy.pdf The Annual Report on CSR activities for
FY 2022-23 is enclosed as 'Annexure I' to this Report.
33. PERFORMANCE AND FINANCIAL POSITION OF EACH OF THE SUBSIDIARIES, ASSOCIATES AND
JOINT VENTURE COMPANIES:
The information is given at the relevant places in the Financial Statements.
34. CHANGE IN THE NATURE OF BUSINESS, IF ANY
There has been no change in the nature of business during the Financial Year under
review.
35. DETAILS OF DIRECTORS OR KEY MANAGERIAL PERSONNEL WHO WERE APPOINTED OR HAVE
RESIGNED DURING THE YEAR
Directors appointed during the year
Name of Director |
Designation |
Term of appointment |
Mr. M. U. Takale |
Non Independent |
Appointed in Annual General Meeting held on |
|
Director |
September 28, 2022, liable to retire by rotation. |
None of the directors of the Company resigned during the year.
Independent Directors
The Company has received declarations from all the Independent Directors confirming
that they meet the criteria of independence as prescribed under Section 149(6) of the Act
and Regulation 16(1)(b) of the SEBI Listing Regulations and are independent of the
management. In terms of Regulation 25(8) of the SEBI Listing Regulations, they have
confirmed that they are not aware of any circumstance or situation, which exist or may be
reasonably anticipated, that could impair or impact their ability to discharge their
duties with an objective independent judgement and without any external influence. The
Board of Directors of the Company has taken on record the declaration and confirmation
submitted by the Independent Directors after undertaking due assessment of the veracity of
the same. They are not liable to retire by rotation in terms of Section 149(13) of the
Act.
The Board is of the opinion that the Independent Directors of the Company possess
requisite qualifications, experience and expertise in the fields of technology, strategy,
finance, engineering and Law, etc. and that they hold highest standards of integrity The
Independent Directors of the Company have confirmed that they have enrolled themselves in
the Independent Directors' Databank maintained with the Indian Institute of Corporate
Affairs ('IICA') in terms of Section 150 of the Act read with Rule 6 of the Companies
(Appointment & Qualification of Directors) Rules, 2014. They are exempt from the
requirement to undertake the online proficiency self-assessment test conducted by IICA.
Details of Familiarisation Programme for the Independent Directors are provided separately
in the Corporate Governance Report.
Key Managerial Personnel ('KMP')
In terms of the provisions of Section 2(51) and Section 203 of the Act, the following
are the KMP of the Company:
- Mr. J. G. Patwardhan CEO & CFO
- Mr. S. R. Kshirsagar (Company Secretary)
Employees designated as Key Managerial Personnel (KMP) during the year
NIL
Directors and KMP's resigned during the year/ change of status of Director
None of the Directors and KMPs resigned during the year ended March 31, 2023.
Procedure for Nomination and Appointment of Directors.
The NRC is responsible for developing competency requirements for the Board based on
the industry and strategy of the Company. The Board composition analysis reflects in-depth
understanding of the Company, including its strategies, environment, operations, financial
condition and compliance requirements.
The NRC conducts a gap analysis to refresh the Board on a periodic basis, including
each time a Director's appointment or re-appointment is required. The Committee is also
responsible for reviewing the profiles of potential candidates vis-a-vis the required
competencies and meeting the potential candidates, prior to making recommendations of
their nomination to the Board. At the time of appointment, specific requirements for the
position including expert knowledge expected is communicated to the appointee.
The list of core skills, expertise and competencies of the Board of Directors as are
required in the context of the businesses and sectors applicable to the Company are
identified by the Board and are available with the Board. The Company has also mapped each
of the skills, expertise and competencies against the names of the Board Members
possessing the same. The same is disclosed in the Corporate Governance Report forming part
of this Integrated Annual Report.
Criteria for determining Qualifications, Positive Attributes and Independence of a
Director
The NRC has formulated the criteria for determining qualifications, positive attributes
and independence of Directors in terms of provisions of Section 178(3) of the Act and the
SEBI Listing Regulations. The relevant information has been given in 'Annexure II' which
forms part of this Report. The Policy on Nomination & Remuneration Policy is available
on the website of the Company http://www.bfilpune.com/PDF/
Nomination%20Renumeration%20Policy.pdf
Board Evaluation
The Board has carried out the annual evaluation of its own performance and that of its
Committees and individual Directors for the year pursuant to the provisions of the Act and
the SEBI Listing Regulations.
The performance of the Board and individual Directors was evaluated by the Board after
seeking inputs from all the Directors. The criteria for performance evaluation of the
Board included aspects such as Board composition and structure, effectiveness of Board
processes, contribution in the long-term strategic planning, etc. The performance of the
Committees was evaluated by the Board after seeking inputs from the Committee Members. The
criteria for performance evaluation are broadly based on the Guidance Note issued by SEBI
on Board Evaluation which included aspects such as structure and composition of
Committees, effectiveness of Committee Meetings, etc.
The Chairman of the Board had one-on-one meetings with each Independent Director and
the Chairman of the NRC had one-on-one meetings with each Non-Executive, Non-Independent
Directors.
In a separate meeting, the Independent Directors evaluated the performance of
Non-Independent Directors and performance of the Board as a whole including the Chairman
of the Board. The NRC reviewed the performance of the Board, its Committees and of the
Individual Directors. The same was discussed in the Board Meeting that followed the
meeting of the Independent Directors and the NRC, at which the feedback received from the
Directors on the performance of the Board and its Committees was also discussed.
The Company follows a practice of addressing each of the observations and suggestions
by drawing up an action plan and monitoring its implementation through the Action Taken
Report which is reviewed by the Board of Directors from time to time.
Directors proposed to be appointed / re-appointed at the ensuing Annual General Meeting
1) Appointment of Mr. A. B. Kalyani (DIN: 00089430) who retires by rotation at the
ensuing Annual General Meeting and being eligible offers himself for re-appointment.
2) Re-appointment of Mr. Sanjeev G. Joglekar (DIN: 00073826) as an Independent Director
of the Company for a second term of 5 (Five) consecutive years with effect from April 01,
2024 to March 31, 2029".
The brief resumes and other details relating to Directors who are proposed to be
re-appointed, as required to be disclosed under 'Regulations 2015', form part of the Notes
and Statement setting out material facts annexed to the Notice of the Annual General
Meeting.
36. NAMES OF COMPANIES WHICH HAVE BECOME OR CEASED TO BE ITS SUBSIDIARIES, JOINT
VENTURES OR ASSOCIATE COMPANIES DURING THE YEAR
There were no new companies which have become or ceased to be its subsidiaries, joint
ventures or associate companies during the year.
37. DETAILS OF DEPOSITS WHICH ARE NOT IN COMPLIANCE WITH THE REQUIREMENTS OF CHAPTER V
OF THE COMPANIES ACT, 2013
The Company has not accepted any Public Deposits under Chapter V of the Companies Act,
2013.
38. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR
TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE
The Company has neither received nor is aware of any such order from Regulators, Courts
or Tribunals during the year.
There are no application made or proceeding pending under the Insolvency and Bankruptcy
Code, 2016 as at the end of the financial year, nor has the Company done any one time
settlement with any Bank or Financial Institutions.
39. DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE
FINANCIAL STATEMENTS
The Company has suitable internal control system comprising of proper checks and
balances, policies and procedures. This includes code of conduct, whistle blower policy,
MIS and internal audit mechanism.
The Audit Committee along with Management review the internal audit and internal
controls on a regular basis. The internal audit is conducted by an Independent Chartered
Accountant.
The Audit Committee deliberated with the members of the management, considered the
systems as laid down and met the internal audit team and statutory auditors to ascertain,
their views on the internal financial control systems. The Audit Committee satisfied
itself as to the adequacy and effectiveness of the internal financial control system as
laid down and kept the Board of Directors informed. However, the Company recognises that
no matter how the internal control framework is, it has inherent limitations and
accordingly, periodic audits and reviews ensure that such systems are updated on regular
intervals.
40. DISCLOSURE REGARDING MAINTENANCE OF COST RECORDS AS SPECIFIED BY THE CENTRAL
GOVERNMENT UNDER SUB-SECTION (1) OF SECTION 148 OF THE COMPANIES ACT, 2013
The Company is not required to comply with the provisions of Section 148 (1) of the
Companies Act, 2013 with respect to maintenance of cost records.
41. COMPOSITION OF BOARD AND AUDIT COMMITTEE
The composition of the Board and Audit Committee has been mentioned in the Corporate
Governance Report forming part of Annual Report.
42. COMPOSITION OF CSR COMMITTEE
The CSR Committee comprised 3 Members out of which 1 is independent Director. During
the year under review, one meeting of the CSR Committee was held, details of which are
provided in the Corporate Governance Report. The CSR Policy is available on the website of
the Company at http://www.bfilpune.com/PDF/
Corporate%20Social%20Responsibility%20Policy.pdf. During the year under review, there were
no instances when the recommendations of the CSR Committee were not accepted by the Board.
The details of amount spent on CSR activities during the FY 2022-23 has been given in
Annual report of CSR annexed to this report.
43. WHISTLEBLOWER POLICY AND VIGIL MECHANISM
The Company has formulated and implemented the Whistle Blower Policy / Vigil Mechanism.
This has provided a mechanism for directors and employees of the Company and other persons
dealing with the Company to report to the Chairman of the Audit Committee; any instance of
unethical behavior, actual or suspected fraud or violation of the Company's code of
conduct. The aforesaid policy has also been uploaded on the Company's website
http://www.bfilpune.com/PDF/Whisle%20Blower%20Policy.pdf
44. CASH FLOW
A Cash Flow Statement for the year ended March 31, 2023 is attached to the Balance
Sheet.
45. CORPORATE GOVERNANCE
A report on the Corporate Governance, along with the certificate of compliance from the
Auditors, forms part of this Annual Report. The Chief Executive Officer and the Chief
Financial Officer of the Company and Company Secretary have certified to the Board on
financial statements and other matters in accordance with the Regulation 17 (8) of the
Listing Regulations pertaining to CEO/CFO certification for the financial year ended March
31, 2023.
46. OBLIGATION OF COMPANY UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
(PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013
In terms of provisions of the Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013, the Company has formulated a Policy to prevent
Sexual Harassment of Women at Workplace. During the year under review, there were no cases
filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and
Redressal) Act, 2013. No cases were pending at the beginning of the year and no complaint
was pending at the end of the financial year.
The Company has constituted Internal Complaints Committee under the POSH Act and during
the year under review, no complaints were received by the Committee.
47. SECRETARIAL STANDARDS
During the year under review, the Company has complied with Secretarial Standards
issued by The Institute of Company Secretaries of India and approved by the Central
Government under Section 118(10) of the Companies Act, 2013, to the extent applicable.
48. CERTIFICATE FROM PRACTICING COMPANY SECRETARY:
The Company has received a certificate from Mr. Sunny Warghade, Company Secretary
confirming that none of the Directors on the Board of the Company have been debarred or
disqualified by MCA or SEBI or any such statutory authority from being appointed /
continuing as Director and the same is appended as 'Annexure VI' to the Directors' Report.
49. ANNUAL RETURN
Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, the Annual Return as
on March 31, 2023 is available on the Company's website at
http://www.bfilpune.com/PDF/Annual%20Return(MGT-7).pdf.
50. ACKNOWLEDGMENT
Your Directors wish to place on record, their appreciation for the contribution made
and support provided to the Company by the shareholders, employees and bankers, during the
year.
For and on behalf of the Board of Directors
|
A. B. Kalyani |
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|
Director |
|
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DIN:00089430 |
|
|
J. G. Patwardhan |
S. R. Kshirsagar |
Place : Pune |
CEO/CFO |
Company Secretary |
Date : July 17, 2023 |
PAN : AEAPP5559B |
PAN : AWUPK4403D |
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