• NIFTY 9,826.15  (2.57% )  
  • SENSEX 33,303.52  (2.71%)  
  • USDINR 75.71  (-0.10%)  
  • GOLD 46,799.00  (0.31%)
  •  
  • Go
Corporate Information
  •         DIRECTOR'S REPORT
Bharat Dynamics Ltd
Industry : Engineering
BSE Code:541143NSE Symbol:BDLP/E(TTM):12.32
ISIN Demat:INE171Z01018Div & Yield %:2.95EPS(TTM):19.06
Book Value (Rupee ):131.0333572Market Cap (Rupee Cr.):4305.28Face Value(Rupee):10
  • Change Company : 
  • Go

Dear Members,

Your Directors have pleasure in presenting the 49thAnnual Report together with the audited financial statements of the Company for the year ended 31 March 2019.

1. HIGHLIGHTS OF OPERATIONS

• BDL has completely executed Milan- 2T ATGM contract well before the contractual delivery schedule.

• During the year, BDL inaugurated production facility for manufacturing of Man-Portable Anti-Tank Guided Missile (MP-ATGM)

• During the year, BDL inaugurated Acoustic Tank Test Facility at its Visakhapatnam Unit. The test facility is one of its kind world class test facility used for testing underwater weapons like Torpedoes, Mines, Sono buoys, Decoys and other related systems

2. FINANCIAL RESULTS AND PERFORMANCE HIGHLIGHTS

2.1 Performance of the Company in financial terms is summarized below:

र in Crore

S. No Particulars 2018-19 2017-18 % of Increase/ (Decrease)
i) Sales/Revenue from Operations* 3069 4588 (33%)
ii) Value of Production 3235 4641 (30%)
iii) Profit Before Tax 671 774 (13%)
iv) Profit After Tax 423 528 (20%)
v) Value Added 1416 1734 (18%)
vi) Earnings per share# 23 27

-

* As per IND-AS, Sales/Revenue from Operations of FY 2018- 19 is after adjustment of LD amount of र 148.98 Crore but whereas LD in previous year is treated as Expense;

# EPS has been calculated based on profits excluding the other comprehensive income. EPS for previous year is adjusted for Bonus issue made during that year.

2.2 Following data reflect the financial position of the Company:

र in Crore

Particulars 2018-19 2017-18 (Decrease)
Gross Block 1008 856 18%
Depreciation 196 136 44%
Net Block 812 720 13%
Working Capital 1390 1086 28%
Capital Employed 2347 1954 20%
Net Worth 2269 1956 16%

2.3 During the year under review, your Company has achieved sales turnover of र 3069 Crore as against sales turnover of र 4588 Crore of previous year. The reduction in revenue from operations in F.Y. 18-19 as compared to previous year is due to completion of order book of ground support equipments to Akash Weapon systems. Your Company has achieved profit before tax of र 671 Crore as compared to र 774 Crore achieved in the previous year. Profit after tax is at र 423 Crore as against र 528 Crore in the previous year. As far as profit margin is concerned there is an improvement in operating margin even though there is reduction in turnover.

2.4 This year your Company made an operating profit of र 617 Crore as against र 677 Crore in the previous year indicating a significant improvement in operational performance. Major order executed during the year for the Armed forces includes Akash Weapon system, ATGMs and other products.

2.5 The order book position of the Company as on 01 April 2019 is around र 7258 Crore comprising mainly of Akash, MR- SAM, ATGMs, Export of LWT and other products.

3. FIXED DEPOSITS FROM PUBLIC:

3.1 The Company did not accept any fixed deposits from Public during the year, and there was no outstanding Fixed Deposits at the beginning/end of the year. Accordingly, there was no default in payment of deposits/interest thereon.

4. Dividend & transfer to general reserve:

4.1 Your Company has a consistent track record of Dividend Payment. The Board has recommended a Final Dividend of र 1.67/- per equity share of र 10/-each amounting to र 30.61 Crore for the year 2018-19. Further, your Company has paid interim dividend of र 96.22 Crore (i.e र 5.25 per equity share of र 10 each) in March 2019.

4.2 An amount of र 230 Crore is being transferred to General Reserve for the year 2018-19.

5. CAPITAL STRUCTURE:

5.1 The paid up capital of the Company as on 31st March, 2019 stood at र 183.28 Crore (18,32,81,250 equity shares of र 10/- each).The Authorized Capital of the Company is र 200 Crore (20,00,00,000 equity shares of र 10/- each) as on 31st March 2019.

6. PERFORMANCE AGAINST MoU:

6.1 Your Company signs a Memorandum of Understanding (MoU) every year with the Ministry of Defence, Government of India. The performance of the Company for the year 2017- 18 has been rated "Very Good". The MoU rating for the year 2018- 19 is under evaluation. The MoU for the financial year 2019- 20 was finalized with the Ministry, with a Net Sales target fixed at र 4200 Crore. Your Company is striving to achieve the targets fixed in the MoU.

7. MODERNIZATION, UPGRADATION AND INDIGENIZATION:

7.1 Manufacturing Capacities of ATGMs and other products are being ramped up. During the year, an amount of र 90 Crore has been earmarked for Capital Expenditure (CAPEX) towards modernization of Plant & Machinery and other Infrastructure development programme.

7.2 The following Key Technology Upgradation projects were taken up for implementation during the financial year 2018- 19:

a) 160 KV X-RAY machine

b) SMD Pick and place machine.

c) Automatic inspection System.

7.3 Your Company is putting up determined efforts towards increasing indigenization contents in the manufacture of ATGMs with the objective of increasing self-reliance, reduction of Foreign Exchange out flow and achieving cost reduction. Indigenization of products like Konkurs-M, Invar, and Milan-2T has been achieved upto 95%, 78.6% and 71% respectively.

8. RESEARCH & DEVELOPMENT

8.1 Your Company recognizes that Research & Development is a thrust area for design and development of various products for Indian Armed Forces. During the year R&D facilities like PADS Schematic design software, Advanced Structural and Thermal Analysis software, Rapid prototyping and Reliability software, Opto-mechanical software, PCB design tools and other Development tools have been established.

8.2 Your Company has identified various products to meet the requirement of Indian Armed Forces and currently its research and development focusing in the following missions:

a) Counter Measures Dispensing System (CMDS): An airborne defensive system to provide self-protection to aircrafts and helicopters by dispensing Chaffs / Flares. BDL has developed CMDS for Jaguar and variants of CMDS for many platforms including Advanced Light Helicopter (ALH), Light Combat Aircraft (LCA), Airborne Early Warning and Control (AEW&C), Mirage upgrade, Light Combat Helicopter (LCH) and Medium Lift Helicopter (MLH). However, flight trials are yet to be conducted for LCH and MLH. During 2018-19, first batch of CMDS for Mirage were supplied to M/s.HAL for integration to aircraft. CMDS for MLH were supplied to M/s.BEL for developmental trials. Development of CMDS for AVRO replacement aircraft is under progress. There is a substantial export market for CMDS.

b) Dispenser Unit for 050 mm round cartridges for Sukhoi Aircraft: BDL has designed and developed 050 mm Dispenser Unit for Su-30 MKI aircraft for dispensing 050 mm cartridges (chaffs and/or flares). 050 mm Dispenser Unit has been developed as Form-Fit-Functional replacement of existing Dispenser Unit of Russian-make CMDS. Another variant of 050 mm Dispenser Unit has been developed, which is compatible to work with BDL-CMDS. Both variants of 050 mm Dispenser Unit are ready for flight trials.

c) Amogha-III: It is a 3rd generation fire and forget, IIR seeker based ATGM. Prototypes of all the sub-assemblies of the missile are being developed as per in-house design. Pop- out test, which is the first milestone of the project, was successfully conducted twice during the year. System configuration has been finalized. Design of sub-systems are under progress.

8.3 The following table shows the recent trend in in-house R&D expenditure:

(र in Crore)

Particulars 2015-16 2016-17 2017-18 2018-19
Sales Turnover (Gross) 4160 4887 4588 3069
R&D expenditure 29.43 34.71 40.22 53.45

8.4 Apart from in-house R&D activities, your Company has entered into MoUs with DRDO labs for co-development of various missiles with a substantial financial commitment and manpower support from the Company. This will further enhance the R&D efforts of BDL to strengthen Government of India's Make in India programme.

9. PROCUREMENT FROM MSMEs

9.1 Your Company has been providing increased thrust on procurement from Micro, Small & Medium Enterprises (MSMEs) as per the guidelines/notifications issued by the Ministry of MSMEs.

9.2 Your Company being a weapons manufacturing Company has been granted exemptions vide MSME Notification No.F.No.21(1)/201 I-MA Dated 23 March 2012. However, your Company would endeavor to procure general items from SMEs. A list of 358 items were reserved in the Company's IMM manual for procurement from SMEs.

9.3 As per Government of India guidelines issued from time to time your Company extends various facilities/concessions to vendors registered with NSIC under its Single Point Registration Scheme such as

a) Issue of Tender documents free of cost.

b) Exemption from payment of Earnest Money Deposit.

c) Price Preference of 15% over the quotation of large- scale units. In case the SME happens to be within 15% range above the L1 price who is not an SME, SME unit shall be provided with a counter price to reduce to L1 price. A quantity of up to 25% shall be ordered on SME on acceptance of L1 price. Out of 25% of annual procurement from MSEs 5% has been earmarked for procurement from MSEs owned by Scheduled Castes or the Scheduled Tribes entrepreneurs. Further another 3% has been earmarked for women owned MSEs.

d) Pre-qualification experience is relaxed for Start-ups (whether MSMEs or otherwise), as per guidelines of Govt. of India subject to the meeting of quality and technical specifications as per clarification given by Ministry of Finance, Department of Expenditure (DoE).

e) Interest free advance is also being paid to MSMEs and startups against Bank Guarantee for 110% of order value.

f) Vendors registered in other Defence PSUs will be considered as Deemed Registered. This Deemed registration will enable the vendors to participate in all future tenders of DPSUs for similar category of goods/services subject to fulfillment of other eligibility criteria indicated in the RFQ.

g) Providing Test facilities to MSMEs/Start-Up vendors.

9.4 Your Company has registered in Trade Receivables Discounting System (TReDS). It is an initiative undertaken by Reserve Bank of India to safeguard the interest of Micro, Small and Medium Enterprises (MSMEs) facilitating the financing of trade receivables of MSMEs from corporate buyers through multiple financiers. It enables discounting of invoices of MSME sellers raised against large corporate, allowing them to reduce working capital needs. In Trade Receivables Discounting System all registered MSMEs can discount their bills of exchange or invoice through TReDS with a quoted price of Bankers

9.5 Preference to Make in India:

The "Make in India" initiative is based on four pillars i.e. New processes, New infrastructure, New sectors and New mindsets, which have been identified to give boost to entrepreneurship in India, not only in manufacturing but also other sectors. The Government has issued Public Procurement (Preference to Make in India), Order 2017 as part of the policy of the Government of India to encourage 'Make in India' and promote manufacturing and production of goods and services in India with a view to enhancing income and employment. Subject to the provisions of this Order and to any specific instructions issued by the Nodal Ministry or in pursuance of this Order, purchase preference shall be given to local suppliers in all procurements undertaken by procuring entities in the manner specified. As per the order the minimum local content shall ordinarily be 50%. The Nodal Ministry may prescribe a higher or lower percentage in respect of any particular item and may prescribe the manner of calculation of local content.

In procurement of goods for INR 5 million and less, and where the Nodal Ministry determines that there is sufficient local capacity and local competition, only local suppliers would be eligible. For procurements valued at more than INR 5 million (or where there is insufficient local capacity/ competition) if the lowest bid is not from a non-local supplier, the lowest- cost local supplier who is within a margin of 20% of L1, would be given the opportunity to match L1. If the procurement is of a type that the order can be divided and given to more than one supplier, the non-local supplier who is the lowest bidder will get half of the order and the local supplier will get the other half provided if it agrees to match the price of L1. If the procurement cannot be divided, then the lowest cost of local supplier would be given the order provided if it agrees to match L1.

9.6 Government e-Marketplace (GeM): Your Company has registered with GeM as per Rule No.149 of the General Financial Rules, 2017. GeM is a one stop portal to facilitate online procurement of common use Goods & Services required by various Government Departments/ Organizations/PSUs. GeM aims to enhance transparency, efficiency and speed in public procurement. It provides the tools of e-bidding, reverse e-auction and demand aggregation to facilitate the government users to achieve the best value for their money.

10. EXHIBITIONS:

10.1 Senior Executives and Directors participated in National and International Exhibitions during the year 2018-19. Such platforms are used to gain awareness in advanced technologies, interact with experts and share knowledge. Visiting the pavilions of other countries and understanding the systems available with them enables your Company to draw up its own future business plans effectively. During the year, your Company participated in the exhibitions as details given in Page 21.

11. EXPORTS

11.1 Your Company is now focused more into export markets. During the year, your Company has framed an Export Policy in line with the MoD guidelines with an object to strive continuously to identify potential opportunities for exports especially defence exports and strive to obtain the orders by working in coordination with various stake holders like GoI, PSUs, Private Sectors etc. Your Company aims to create an export oriented ecosystem within the organisation and among the vendors.

11.2 Your Company envisages lot of potential for exporting its products to friendly foreign countries. This assessment is based on the MoU target for export order execution during 2019-20, which is र 420 Crore.

12. BOARD OF DIRECTORS:

12.1 The Board of Directors of the Company comprises Functional Directors, Government Nominee Directors and Independent Directors who are appointed by the Government of India from time to time.Further, the tenure and remuneration of Functional Directors including Chairman and Managing Director are decided by the Government of India through Public Enterprises Selection Board/Search Committee. The Government communication also indicates the detailed terms and conditions of their appointment including a provision for the applicability of the relevant rules of the Company.

12.2 The Government Nominee Directors are not entitled to any remuneration/ sitting fee. The Independent Directors are entitled to sitting fees for attending the Board/Committee meetings as duly approved by the Board considering the government directives, statutory acts, rules and regulations

12.3 Appointment of Independent Directors

In order to fulfill the requirement of SEBI (LODR) Regulations, 2015, Government of India vide its letter No.H- 62011/2/2016-D (BDL) dated 13 September, 2017 appointed three new Independent Directors viz., Shri Ajay Nath, Shri KS Sampath and Smt.Latha Narasimha Murthy as Part- time Non-Official Directors w.e.f 13 September 2017 for a period of three years or until further orders whichever is the earliest.

Aero India held from 20 - 24 Feb 2019 at Bengaluru

Chief of the Army Staff General during his visit to BDL stall

Principal Director of Commercial Audit during his visit to BDL

Exhibition at Langkawi Malaysia - 26-30 Mar 2019

Secretary DP at Lima 2019 International Exhibition at Langkawi Malaysia -26-30 Mar 2019

Visit by Chief of Philippines Navy

Indo-Defence Expo 7-10 Nov 2018 At Jakarta, Indonesia

EDEX-2018 Egyptian Defence Exposition at Cairo Egypt-3-5 Dec 2018

12.4 During the year, the Government of India vide letter No.DDP-M0001(24)/04/2018-D(BDL) dated 28th November 2018 extended the term of office of Independent Directors, Smt. Sushama V Dabak and Prof. Ajay Pandey for another period of one year with effect from 01 December 2018 or until further orders whichever is the earliest.

(i) Statement on declaration by Independent Directors:

Independent Directors have given declarations u/s 149(7) of the Companies Act, 2013 that they meet the criteria of independence as laid down u/s 149 (6) of the said Act.

(ii) Change in Directorate:

The following changes took place in the Directorate of your Company

S.No Name of the Director Designation Date of Appointment Date of cessation
1 Shri.V.Udaya Bhaskar Chairman & Managing Director - 28/02/2019
2 Cmde Siddharth Mishra Chairman & Managing Director 01/03/2019 -
3 Shri.K.Divakar Director (Technical) - 31/08/2018
4 Shri.N.P.Diwakar Director (Technical) 01/09/2018 -
5 Shri.G.Satheesh Reddy Government Director 01/05/2018 31/12/2018
6 Shri.MSR Prasad Government Director 31/12/2018 -
7 Shri.V.Gurudatta Prasad Director (Production) - 31/05/2019
8 Shri.P.Radha Krishna Director (Production) 01/06/2019 -

In terms of provisions of section 152 of the Act, Shri. S. Piramanayagam, Director (Finance) & CFO retires by rotation at the ensuing Annual General Meeting and being eligible, offers himself for reappointment.

(iii) Number of Meetings of Board:

During the year 2018-19, Seven (7) Board Meetings were held on 30 May, 2018, 20 July 2018, 14 August 2018, 31 October 2018, 11 November 2018, 14 February 2019 and 18 March 2019.

(iv) Performance Evaluation

The provisions of Section 134(3)(p) of the Companies Act, 2013 relating to evaluation of Board of Directors do not apply to your Company since necessary exemptions are provided to all government companies. Further, similar exemptions were granted to your Company by Securities Exchange Board of India (SEBI) under the provisions of SEBI (Listing Obligations and Disclosure Requirements {LODR}) Regulations, 2015 vide their letter No. SEBI/HO/CFD/DIL1/OW/P/2018/1679/1 dated January 17, 2018.

13. DIRECTORS' RESPONSIBILITY STATEMENT:

13.1 As per Section 134(5) of the Companies Act, 2013 as amended, the Directors state:

(i) that in the preparation of the annual accounts, the applicable Accounting Standards have been followed along with proper explanation relating to material departures.

(ii) that the selected accounting policies have been applied consistently and judgments and estimates made are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31 March 2019 and of the profit of the Company for the year ended on that date.

(iii) that 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.

(iv) that the annual accounts have been prepared on a going concern basis.

(v) that the Company has devised proper internal financial controls and that such internal financial controls were adequate and operating effectively.

14. EVENTS SUBSEQUENT TO THE DATE OF FINANCIAL STATEMENTS:

14.1 Material changes and commitments affecting the financial position of the company which have occurred between 31 March 2019 and date of signing of this Report are - Nil.

15. MANPOWER AND RESERVATION OF POSTS FOR SCs/STs:

15.1 The Company has been following Presidential Directives of the Government with regard to reservation of posts for SCs/STs in recruitments.

15.2 Total manpower strength as on 31 March 2019 is at 3034 (including four functional directors) out of which the number of persons on temporary rolls is 33. Of the total strength, 84 are ex-servicemen, 577 are of Schedule Caste and 213 are of Scheduled Tribes. The percentage of Scheduled Caste and Scheduled Tribes in respect of Employees is at 19.02% and 7.02% respectively.

15.3 Number of persons on temporary rolls as on 31 March 2019 is 33, out of which 7 belong to Scheduled Caste category.

15.4 The No.of Scheduled Caste and Scheduled Tribes in various categories of posts as on 31 March 2019 is given below:

Number of Employees

Category

Total Strength

Scheduled Castes

Scheduled Tribes

31-03-2018 31-03-2019 31-03-2018 31-03-2019 31-03-2018 31-03-2019
Group-A 856 864 153 156 86 83
Group-B 17 78 2 17 1 5
Group-C 1892 1797 342 329 111 107
Group-D 266 258 71 68 18 18
Temporary 60 33 18 7 1 0
Total 3091* 3030* 586 577 217 213

*excluding four functional directors.

15.5 Recruitment of employees in Scheduled Caste and Scheduled Tribes during 2018-19 is given below:

Classification of posts Total Vacancies Released Total Recruitment

Reservation of posts (out of Col.2)

Recruitment made during the year 2018-19

(1) (2) (3)

(4)

(5)

SCs STs SCs STs
Group-A 24 24 5 0 5 0
Group-B 0 0 0 0 0 0
Group-C 24 24 9 1 9 1
Group-D 0 0 0 0 0 0
Total 48 48 14 1 14 1

16. EMPLOYMENT OF WOMEN:

16.1 As per the recommendation No.51, Para (ii)(a) of the National Commission for Women (NCW) in its Annual Report for the year 1995-96, the employment position of Women as on 31 March 2019 is given below as directed by the Ministry of Defence, vide their letter Nos. 39(6)/99/D(B&C), dated 27 August 1999.

I. Executives

Grade No. of Employees Women Percentage
i 78 12 15.38%
ii 193 23 11.92%
iii 207 32 15.46%
IV 149 19 12.75%
V 83 10 12.05%
Vi 176 11 6.25%
Vii 40 0 0.00%
Viii 14 1 7.14%
IX 2 0 0%
Functional Directors 3 - 0%
CMD 1 - 0%
Total 946 108 11.42%

II. Non-Executives

Grade No. of Employees Women Percentage
WG-0 2 0 0.00%
WG-1 10 1 10.00%
WG-2 143 20 13.99%
WG-3 170 16 9.41%
WG-4 331 34 10.27%
WG-5 193 40 20.73%
WG-6 196 28 14.29%
WG-7 53 7 13.21%
WG-8 53 5 9.43%
WG-9 97 3 3.09%
WG-10 23 0 0.00%
WG-11 192 5 2.60%
WG-12 592 51 8.61%
Total 2055 210 10.22%

17. PERSONS WITH DISABILITIES (PWD) AS ON 31 MARCH 2019:

17.1 The total number of Physically Challenged employees as on 31 March 2019 is 111 and its percentage to total employees works out to 3.66%.

HI LD VI Total
Group-A 6 14 5 25
Group-B 0 0 0 0
Group-C 18 47 8 73
Group-D 4 5 4 13
Total 28 66 17 111

HI- Hearing Impaired, LD-Locomotive Disability, VI-Visually Impaired.

18. HUMAN RESOURCE DEVELOPMENT:

18.1 During the year under review the Company has conducted training programmes for 819 Executives and 1408 Non Executives to impart training on knowledge based, development oriented and need based topics. Such training programmes were organized in-house and at premises of external agencies to cover the present and future requirements of the Company.

18.2 Apart from regular training programmes, your Company organized the following activities/ programmes during the year:

(a) Executive Education Programmes organized for Board of Directors: During the year, your Company has sponsored Executive Education Programmes for the Board of Directors organized by IIM-A, IICA-IFC, ICAI, SCOPE and Gujarat National Law University.

(b) Management Development Programmes (MDPs):

Your Company sponsored 46 Senior Executives (in Grade V & above) for Management Development Programmes (MDPs) conducted by premier Institutes in India like IIM-Lucknow, IIM-Indore and XLRI Jamshedpur during the year 2018-19.

(c) Advanced Management Programmes (AMP):

Your Company sponsored 02 principal Executives at General Manager and Additional General Manager level for the Advanced Management Programme (AMP) conducted by Institute of Public Enterprises, Hyderabad in collaboration with INPAQT BV Solutions, Rotterdam, Netherlands and Indian Institute of Public Administration, New Delhi in collaboration with Ecole National Administration, Paris and Hertie School of Governance, Berlin.

18.3 During the year, Assessment Development Centre has assessed the 'Competency &Behavioral traits' of the Executives. 202 Executives in Gr.VI to Gr. VIII have undergone assessment through M/s Thomas Assessment Pvt. Limited (TAPL) at BDL's training centre in 14 batches.

19. PARTICULARS OF EMPLOYEES

There were no employees of the Company who received remuneration in excess of the limits prescribed under Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.Further in accordance with Ministry of Corporate Affairs notification no. GSR 463(E) dated June 05, 2015, Government Companies are exempt from Section 197 of the Companies Act, 2013 and its rules thereof.

20. FOREIGN VISITS:

Your Company incurred an expenditure of around र 81.94 lakh during the year under report towards foreign travel for business trips and also for on the Job-Training of personnel.

21. INDUSTRIAL RELATIONS AND EMPLOYEE WELFARE:

21.1 Your Company continues to enjoy cordial and harmonious Industrial relations with the cooperation and support of all sections of employees viz. Recognized Trade Union, Associations such as SC, ST, OBC and Officers Association. All statutory committees such as Works Committee, Safety Committee, Canteen Management Committee and other participative forums have extended their Co-operation to maintain discipline at all levels.

21.2 Compliance on statutory welfare provisions are followed meticulously. The Company has been taking care of medical needs of employees and their family members as per BDL Medical Rules. Further, in line with DPE guidelines, Company has framed Pension Scheme and Post- Retirement Medical Benefit Scheme for the Executive and Non- Executives of the Company.

21.3 During the year a Memorandum of Settlement was entered between Management and Recognized Union on Performance Linked Annual Incentive Scheme for Non-Executives with the support and aid of Conciliation Officer cum Assistant Labour Commissioner (Central), Hyderabad.

22. SECURITY:

22.1 Central Industrial Security Force (CISF) is providing Security and Fire Services in both Kanchanbagh and Bhanur Units. During the year under report, CISF has played a vital role in the Security and safeguarding of property of the Company. CISF team adopted robust security measures combining physical measures with technology to keep the highly sensitive installations secure.

22.2 The Plant Security Council is in place to review the security arrangements and implementation of IB guidelines. Regular security audits, plant security council meetings are being conducted at both of our units. Meetings at regular intervals with the nearby industries, law enforcement/sister agencies are being taking place for effective co-ordination mechanism.

22.3 You Company conducts regular programmes including mock drills on security and safety awareness. Employees are sensitized on the security threat and action to be taken in case of emergency and fire accidents.

23. SAFETY:

23.1 Safety, Health and Environment (SHE) is strictly followed at your Company. The two Corporate Committees i.e. Industrial Safety Committee, which is statutory and Explosive Safety Committee are functioning to meet the needs of the Company. Safety committee meetings are held at regular interval for monitoring Safety, Health and Environment as per the statutory requirement. The works are carried out incompliance with the Factories Act 1948, and Explosive safety strictly adhering to the Storage & Transport of Explosive Committee (STEC) regulations.

23.2 Annual explosive safety audit is conducted by Centre for Fire, Explosive & Environment safety (CFEES) New Delhi and the observations made by the audit team have been complied with. Regular medical check-ups are carried out for employees working in hazardous areas.

23.3 Training programmes are arranged by Human Resource Department through National Safety Council (NSC). Safety committee members and employees working in various departments are sent for trainings conducted by National Safety Council-Mumbai in relevant working environments.

23.4 Safety Engineering Department has organized guest lecture by experienced and persons with expertise in the field on Explosive safety and Industrial Safety to educate the employees of the Company. A three-day training program was conducted by 4-S Technologies on both Industrial safety & Explosive safety and ESD measures.

23.5 During Explosive safety audit, Director of "CFEES" Center for Fire, Explosive & Environment Safety MoD-New Delhi, delivered a talk on latest developments in Explosive safety on 9th April 2019, to inculcate Safety consciousness and to establish safe working environment among all working in BDL.

23.6 Safety officers of BDL Safety Engineering Department conducted classes on both Industrial Safety and Explosive Safety in induction programme to new entrants & for unit level classes in coordination with ISTM-HRD.

23.7 Safety Day/Week was celebrated during the month of March-2019. On this occasion Safety pledge was administered to all the employees and various competitions on health & safety are conducted by Safety Engineering Department and employees are awarded to boost their interest towards safety. On the occasion of valedictory function Director of Factories (T.S) & Dy. Chief Inspector of Factories were invited as guests to grace the occasion.

23.8 Safety Engineering Department is in continuous interaction with Director of Factories and Centre for Fire, Explosive & Environment Safety (CFEES) Ministry of defence, New Delhi to update their guide lines for compliance. Mock drills for cyanide antidote are carried by CMO, Medical officers of BDL-KBU. Fire mock drills are conducted at regular intervals to ensure fire-fighting preparedness.

24. ANNUAL RETURN:

In accordance with the provisions of the Companies Act, 2013, Company is required to attach an extract of Annual Return for the year under report and the same is placed as Annexure-I.

25. ENVIRONMENT AND POLLUTION CONTROL:

25.1 Your company contributes in all aspects for clean and green environment by systematically integrating best practices to bring in cleaner technologies and greening the environment through recycle, reuse and reduce approach. Effluent treatment plant, Sewage treatment plant are being operated. Various environmental protection activities such as water conservation, tree plantation, disposal of hazardous waste and metal scrap, planting of saplings and landscaping, utilizing treated effluent water and domestic water have been carried out. Company has been reviewing status of various types of pollutions through ISO 14001 core team meetings, internal audits and management review meeting at regular intervals. Annual surveillance audits are being carried out at all the three units to assess the effectiveness of EMS.

25.2 The following steps have been taken for controlling and preventing pollution in all respects:

i) Waste Management:

All food waste generated from canteen is being given for animal feeding and composting. The hazardous waste, e-waste and biomedical waste is being given to the agency registered with the pollution control board. The lead acid batteries are being given to the authorized recyclers/dealers on buy back. Metal scrap is disposed through M/s MSTC Ltd (A Govt. of India Undertaking).

ii) Testing of Environmental Parameters:

The environment parameters like ambient air quality, wastewater from sewage treatment plant and effluent treatment plant, air quality of diesel generator set and Venturi scrubber are tested at all the three units through certified agency at regular intervals.

iii) Celebration of World Environment day 2018

World Environment Day 2018 was celebrated in all the three units of BDL. On this occasion, with the theme "BEAT PLASTIC POLLUTION," banners were displayed at prominent locations and saplings were planted in all three units. Slogan writing, elocution and quiz competitions were organised based on the theme in three languages i.e. Hindi, Telugu and English and the winners have been presented with prizes.

26. QUALITY:

26.1 Your Company manufactures products which are single shot in nature. These products require stringent Quality standards and high degree of reliability. In pursuit of this objective, BDL has adopted International Quality Management system practices by way of obtaining ISO/AS certification for the last 23 years. Presently Milan, Akash, CP-IGMP, Electronics Division, Design &Engineering divisions and Bhanur Unit have been certified to AS 9100D Aerospace standard.

26.2 All the three units of BDL at Kanchanbagh, Bhanur and Vizag have been certified with ISO 14001:2004 Environmental Management System (EMS). Your Company has been certified with ISO 27001:2013 (Information Security Management System) Standard.Material Testing Lab of Bhanur Unit has been accredited with ISO / IEC 17025: 2005 (NABL) Certification in the field of testing.

26.3 During the year, regular audits by external agencies are conducted for all the ISO/AS certified divisions. Customer satisfaction is being measured for all major products manufactured in those divisions.

26.4 Your Company is continuously striving to improve customer satisfaction through customer meets and interaction with users. Corrective actions are taken wherever necessary for improvement.

27. OFFICIAL LANGUAGE (OL) IMPLEMENTATION:

27.1 Implementation of OL Act-1963 (as amended 1967) & Rules there under are ensured. Quarterly OLIC Meetings are held regularly under the Chairmanship of CMD & Directors besides submission of Quarterly progress reports on use of OL are sent in time to authorities concerned.

27.2 Under OL Act, 1963 and the Presidential Orders thereon, the papers laid before the Parliament, Annual Report of the Company, MoU with MoD and brief of the Company along with presentation for various delegations and Parliamentary Committees were prepared in bilingual form and submitted.

27.3 Hindi fortnight was celebrated from 01 to 14 September. On the eve of this, various competitions were organized at Kanchanbagh, Bhanur Unit & Vishakhapatnam Unit. Cash Awards were given to the winners of the competitions. Complying with the assurances given to the Parliamentary Committee on OL, Hindi films HINDI MEDIUM at Kanchanbagh and GOLD at Bhanur Unit were shown on 8th & 10th September respectively through multimedia during the Fortnight Celebrations.

27.4 TOLIC (U) functioning is being taken care by BDL and was awarded "Dakshin Kshetriya Rajbhasha Puraskar" for the year 2017-18 in Region "C" for best implementation of OL on 14th Feb., 2019. The award was presented by Hon'ble Governor of Kerala.

27.5 On the eve of Vigilance Awareness Week, National Safety Week, Fire Safety Week, World Environment Day & Quami Ekata Diwas, various competitions were conducted in Hindi, English & Telugu to involve more and more employees of the Organization and bring awareness on these subjects.

27.6 On the occasions of Republic Day and Independence Day Celebrations, CMD addressed the gathering in Hindi. Similarly, on the eve of Vigilance Awareness Week, Swatchata Pakhawada and Constitution Day the pledge was taken in Hindi & English.

27.7 Inspection on OL implementation in the Organisation was conducted by Joint Director (OL), DDP, MoD at Vishakhapatnam Unit, Liaison Office, and Corporate Office & KBU on 09.01.2018, 29.05.2018 & 14.11.2018 respectively. Appreciations were recorded in the reports received there on.

27.8 The Website of the company prepared in Hindi was updated from time to time in compliance to the directives of Govt. of India.

27.9 With an objective to promote and propagate Hindi and inculcate the reading habit among the Officers & Employees of the Company, various Hindi Magazines and News Papers such as Hindi Milap, Swatrantra Vaartha, Dakshin Samachar, Golconda Darpan, Milind Patrika, etc., are subscribed regularly. Besides this, popular Hindi books on all subjects are also purchased annually with the same objective as per the directives of DOL.

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

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

28.2 Renewable Energy

Under Green Energy commitment to Hon'ble Prime Minister of India, BDL has agreed to setup 10 MW Grid connected Solar PV power plants under EPC mode of the 300MW Defense scheme. The Company installed 5 MW Grid connected Solar Power plant at BDL-Bhanur unit through M/s. Solar Energy Corporation of India which has become operational since September 2017. The generated power is being used for self- consumption for BDL-Bhanur unit which results in reduced electricity bills and increase savings. The Company has installed another 5MW Grid connected Solar Power plant at Ibrahimpatnam unit through M/s. Solar Energy Corporation of India which has become operational from this current year April 2019. This generated power is self-consumption for BDL-Kanchanbagh unit which results in reduced electricity bills and increase savings. This plant is connected Telangana state electrical power grid at Mangalpally sub-station.

29 VIGILANCE:

29.1 Vigilance Awareness Week-2018 (VAW-2018) was organized from 29 October 2018 to 03 November 2018. On 29 October 2018, Shri S.Piramanayagam, Director (Finance), BDL administered the Pledge and other Senior Officers read the messages of the Government authorities. Live video conference of administering the Pledge & reading of the messages took place by covering all the divisions of BDL viz., i) Kanchanbagh- Hyderabad-Telangana ii) Bhanur-Sangareddy Dist.-Telangana iii) Visakhapatnam-Andhra Pradesh iv) Corporate Office-Gachibowli and declared commencement of the Vigilance awareness week Celebrations with the Theme of "Eradicate Corruption- Build a New India".

29.2 On 30 October 2018 CVO, BDL inaugurated the Vigilance Awareness Week-2018 celebrations at BDL-Bhanur, Sangareddy Dist. Shri Rakesh Kumar Dubbudu, founder of FACTLY & Transparency Campaigner delivered a lecture on the theme of VAW-2018 at Auditorium, BDL- Township, Bhanur.Prizes were distributed to winners in the Competitions conducted during the VAW-2018 Celebrations

29.3 On 01 November 2018, Shri.P.V.K.Ramana Prasad, Principal Chief Legal Advisor, Anti-Corruption Bureau, Telangana State delivered a Guest Lecture and participated in an interactive session with the Senior Executives of BDL & MIDHANI at "Midhani" Conference Hall, Kanchanbagh, Hyderabad as part of the Vigilance Awareness Week Celebrations of 2018.

29.4 On 03 November 2018, Valedictory Function was organized wherein Hon'ble Justice Shri Abhinand Kumar Shavili, Judge of the High Court for the State of Telangana & Andhra Pradesh delivered a guest lecture on "Eradicate Corruption- Build a New India" as part of Vigilance Awareness Week- 2018 celebrations. Prizes were distributed to winners in Various Competitions participated by the employees of BDL-Kanchanbagh & Students of BP DAV School, Midhani Township, Kanchanbagh during the Valedictory function.

29.5 "Integrity Pledge for Citizens" was administered on 29 October 2018 to all the employees of BDL-Kanchanbagh, Bhanur, Badamafi and Visakhapatnam and also to college students. On the eve of Shri Sardar Vallabhai Patelji's Birth Anniversary - Tree Plantation was organized in BDL- Township, Bhanur.

29.6 Various workshops/seminars/Training Programmes were organized and Vigilance Awareness initiatives were taken by Vigilance Department. The main focus of the Vigilance department has been preventive/pro-active vigilance. System improvement suggestions were given to the Management on areas like e-tendering, recruitment and absorption of Management Trainees, Resignation, e-payment, e-procurement departmental promotions, foreign visits, merit awards to employees, civil works etc during the year under report.

30. CORPORATE SOCIAL RESPONSIBILITY AND SUSTAINABILITY DEVELOPMENT:

30.1 Pursuant to the provisions of Section 135 of the Companies Act, 2013 and The Companies (Corporate Social Responsibility) Rules, 2014 read with various clarifications/ amendments issued by Ministry of Corporate Affairs & DPE guidelines, the Company has undertaken various activities as per the CSR Policy. The programmes/initiatives/projects are taken up inline with the Schedule-VII of the Companies Act-2013, which are duly incorporated in CSR policy and forms the guiding principle for all our programmes. The Board of Directors of your Company has constituted Board Level Committee on Corporate Social Responsibility and Sustainable Development (CSR & SD) (please refer Corporate Governance Report) in line with the provisions of Section135 of the Companies Act, 2013. The Committee has formulated and recommended CSR Policy to the Board indicating the projects/activities to be undertaken by the Company as specified in ScheduleVII of the Companies Act, 2013.

30.2 The CSR and SD activities are monitored periodically by the Committee and an annual report on CSR and SD activities undertaken during the year 2018-19 is enclosed at Annexure-II.

30.3 Your Company has been very conscious about its responsibilities towards society. Your Company has also ventured into backward/ under developed areas in Andhra Pradesh and Telangana to undertake Corporate Social Responsibility (CSR) activities by sponsoring various schemes.

30.4 The core areas of focus under CSR are Health Care, Nutrition, Education & Literacy, Skill Development & Sustainable Livelihoods, Sanitation, Safe Drinking Water etc. Your Company also adopted villages in Andhra Pradesh and Telangana State under Corporate Social Responsibility initiative and the focus is on the necessities of human life- health, water and other conveniences.

30.5 During the year 2018-19, the CSR & SD expenditure target was र 1633.40 lakh (including carry forward unspent amount of previous years). Against the target, the Company has incurred an expenditure of र 1683.10 lakh and achieved 100% CSR target amount required under the provisions of Companies Act, 2013.CSR activities being undertaken are placed on Company's website hhtp://www.bdl-india.in

31. AUDIT COMMITTEE:

An Audit Committee is in place as a part of good Corporate Governance. Eight meetings have been held during the year 2018- 19 to review internal control systems and their adequacy, including coverage of Audit Functions. Details of composition, terms of reference, etc., are covered in Report on Corporate Governance.

32. RELATED PARTY TRANSACTIONS

There are no materially significant related party transactions during the year under review which may have a potential conflict with the interest of the Company at large. Thus, disclosure in Form AOC-2 is not required. Members may refer to the notes to the accounts for details of related party transactions. The policy for related party transaction has been uploaded on the Company's website www.bdl-india.in .

33 PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statement

34 INTERNAL CONTROL SYSTEMS

Your Company had put in place all required internal controls and systems to meet the canons of financial propriety. External audit firms are appointed to ensure their adequacy and report thereon. Detailed analysis of reports of Internal Audit Firms as well as reports of Internal Audit Department of your Company is placed before the Audit Committee for its review and advice. The adequacy of internal control procedures are reviewed and reported by Statutory Auditors in their Audit Report. The necessary disclosures have been made in Notes to Accounts. Your Company being a Government Company is subject to Government Audit also.

35. AUDITORS:

M/s.S.R.Mohan & Co., Chartered Accountants, Hyderabad were appointed as Statutory Auditors of the Company for the financial Year 2018-19 by the Comptroller & Auditor General of India. The Auditors have audited the Accounts and their Report is placed as a part of the Annual Report.

36. COMMENTS OF THE COMPTROLLER & AUDITOR GENERAL OF INDIA

The Comments of Comptroller and Auditor General of India (C&AG) under Section 143 (5) of the Companies Act, 2013 on the accounts of the Company for the year ended 31 March 2019 are placed next to the Statutory Auditors Report.

37. COST AUDITORS

Your Company appointed M/s. Narasimha Murthy & Co., Cost Accountants, Hyderabad as Cost Auditors for the FY 2018-19 in terms of Section 148 of the Companies Act, 2013, read with the Companies (Cost Records and Audit) Rules 2014.

38. SECRETARIAL 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. Narender & Associates, Practicing Company Secretaries (PCS Registration No.5024) for the financial year 2018-19 to undertake the Secretarial Audit of the Company. The Secretarial Audit Report is annexed to this report as Annexure III.

39. CEO / CFO CERTIFICATION:

As per the requirements of SEBI Listing Regulations and DPE Guidelines, the CEO/CFO certificate has been obtained and placed before the Audit Committee and the Board.

40 MANAGEMENT DISCUSSION AND ANALYSIS REPORT

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

41. CORPORATE GOVERNANCE:

41.1 Corporate Governance is about application of best management practices, compliance of laws and adherence to ethical standards to achieve Company's objective of enhancing stakeholders' value and discharge of social responsibility.

41.2 The Company has a well-established, transparent and fair administrative set up to provide for professionalism and accountability.

41.3 As per the guidelines on Corporate Governance for CPSEs issued by DPE vide its OM No. 18 (8)/2005-GM, dated 14 May 2010 and in terms of the SEBI (LODR) Regulations, 2015, Report on Corporate Governance along with Certificate on compliance of conditions on Corporate Governance from a Practicing Company Secretary are attached to this report as Annexure-V.

41.4 Quarterly and Yearly compliance reports on Corporate Governance are being forwarded to Stock Exchanges and MoD in the prescribed format. Your Company received "Excellent" rating from MoD for compliance of Corporate Governance under DPE Guidelines for the year 2017-18 and compliance on Corporate Governance for the year 2018-19 is under evaluation.

42. RISK MANAGEMENT:

Pursuant to the Reg. 21 of SEBI (LODR) Regulations, 2015, the Company has constituted a Risk Management Committee. The details of Committee and its terms of reference are set out in the Corporate Governance Report

43. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013:

In line with the provisions contained under "The Sexual Harassment of Women at the workplace (Prevention, Prohibition & Redressal) Act, 2013 your Company has put in place "Anti Sexual Harassment Policy" in line with the requirements of the above Act. During the year 2018-19, your Company has not received any Sexual harassment complaints.

44. COMPLIANCE UNDER THE RIGHT TO INFORMATION ACT, 2005.

The information required to be provided to citizens under Section 4(1)(b) of Right to Information Act, 2005 is placed on Company's Website www.bdl-india.in . It contains general information of the Company, functions, powers and duties of employees/ officers, decisions making process, rules, regulations, manuals and records held by the Company, directory of the Company's Officers, pay scales of officers/ employees and procedure for seeking information and inspection of records. The Company has nominated a Central Public Information Officer of Senior Manager Level to attend to queries and appeals. Further, during the year 2018-19 the Company received 120 applications/queries and the same were disposed-off except one RTI request, which is under process.

45. VIGIL MECHANISM

Pursuant to the provisions of the Section 177(9) of the Companies Act, 2013read with Rule (7) of the Companies (Meeting of the Board & its Power) Rules, 2014 and DPE Guidelines for CPSEs, the Board of Directors had approved the policy on Whistleblower/Vigil Mechanism and the same was hosted on website of the Company. The policy inter-alia provides a direct access to the Chairman of the Audit Committee

46. BUSINESS RESPONSIBILITY REPORT

The Securities and Exchange Board of India (SEBI) has mandated inclusion of Business Responsibility Report ("BR report") as part of the Annual Report for 500 listed entities based on market capitalization. Your Company has prepared a comprehensive policy framework for BR report, after studying the SEBI (LODR) Regulations, 2015 requirements and keeping in view the business and governance environment in which BDL as a Defence PSU operates. The Company's BR report for the year is attached to this Report as Annexure VI.

47. DIVIDEND DISTRIBUTION POLICY

47.1 In terms of SEBI (LODR) Regulations, 2015, the top 500 listed Companies, based on market capitalization shall formulate a Dividend Distribution Policy. As per the Market Capitalization data released by stock exchanges, the Company ranks in the list of top 500 listed Companies.

47.2 Accordingly, dividend distribution policy has been adopted to set out the parameters and circumstances that will be taken into account by the Board in determining the distribution of dividend to its shareholders and/or retaining the profit into the business. The policy is available on the BDL's website www.bdl-india.in

48. ACKNOWLEDGEMENT

48.1 Your Directors gratefully acknowledge the valuable support and assistance received from all Government Agencies, particularly Ministry of Defence, Ordnance Factories, Department of Defence Production, DRDO Laboratories, Central Government Departments, State Governments of Telangana and Andhra Pradesh, Quality Assurance Agencies of Government of India and other PSUs for the help extended by them from time to time.

48.2 The Company wishes to place on record its appreciation for the cooperation extended and guidance provided by the Comptroller & Auditor General of India, the Principal Director of Commercial Audit & Ex-officio Member, Audit Board, Statutory Auditors, Bankers and Suppliers.

48.3 The Directors take this opportunity to place on record their deep appreciation for the valuable contribution made and co-operation extended by the employees at all levels to propel the Company to greater heights and to sustain its growth path in the years to come.

For and on behalf of the Board
Cmde Siddharth Mishra (Retd.)
Chairman and Managing Director
DIN: 08367035
Place: Hyderabad
Date: 10 August 2019