Your directors take pleasure in presenting the 12th Annual Report together with the Audited Accounts of the Company for the Financial Year ended 31st March 2024 and the Auditor's Report thereon.
FINANCIAL PERFORMANCE:
The Audited Financial Statements of the Company as on March 31,2024, are prepared in accordance with the relevant applicable ICAAP and Regulation 33 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ('SEBI Listing Regulations’) and the provisions of the Companies Act, 2013 ('Act').
The summarized financial highlight is depicted below:
| |
At Standalone Level
|
At Consolidated Level 1
|
|
Particulars
|
For the financial year ended 31.03.2024
|
For the financial year ended 31.03.2023
|
For the financial year ended 31.03.2024
|
For the financial year ended 31.03.2023
|
|
Revenue
|
74,141.86
|
33,083.71
|
80,072.23
|
37,058.84
|
|
Other Income
|
403.08
|
222.04
|
299.99
|
41.96
|
|
Total Revenue
|
74,544.94
|
33,305.75
|
80,372.22
|
37,100.80
|
|
Expenditure
|
68,20056
|
30.649.60
|
73.224.49
|
34.079.58
|
|
EBIDTA
|
6,344.38
|
2,656.14
|
7,147.73
|
3,021.21
|
|
Finance Costs
|
885.68
|
553.39
|
885.67
|
558.43
|
|
Depreciation
|
34.48
|
59.85
|
95.31
|
182.78
|
|
Profit before tax
|
5.424.23
|
2,042.91
|
6,166.75
|
2,280.00
|
|
Less: Taxes
|
1,363.17
|
49738
|
1.535.96
|
566.93
|
|
Profit After Tax
|
4,061.06
|
1,545.53
|
4,630.78
|
1.713.07
|
PERFORMANCE HIGHLIGHTS:
• Standalone:
Total revenue of the Company for the financial year 2023-24 stood at Rs 74544.94 lakhs as against Rs. 33,305.75 lakhs for the financial year 2022-23, showing an increase of 124%.
EBITDA for the financial year 2023-24 stood at Rs. 6544.38 lakhs as against Rs. 2,656.14 lakhs for the financial year 2022-23, showing an increase of 139%,
Profit after tax for the financial year 2023-24 stood at Rs. 4,061.06 lakhs as against Rs.l,545.53 lakhs for the financial year 2022-23 showing an increase of 163%.
• Consolidated:
Total revenue of the Company for the financial year 2023-24 stood at Rs. 80,372.22 lakhs as against Rs. 37,100.80 lakhs for the financial year 2022-23, showing an increase of 117%.
EBITDA for the financial year 2023-24 stood at Rs. 7,147.73 lakhs as against Rs. 3,021.21 lakhs for the financial year 2022-23, showing an increase of 137%.
Profit after tax for the financial year 2023-24 stood at Rs.4,630.78 lakhs as against Rs. 1,713.07 lakhs for the financial year 2022-23 showing an increase of 170%.
DIVIDEND AND RESERVES:
During the year under review, the Board of Directors of the Company have declared final dividend of Re. 0.12 (1.20%) per equity share, or the financial year 2022-23 aggregating to Rs. 19.09 Lakhs having a face value of Rs. 10/- each on the paid-up equity share capital of the Company.
Further, the company has also declared/recommended final dividend for the financial year 2023-24. The dividend declared/proposed and paid is in accordance with section 123 of the Companies Act, 2013.
TRANSFER TO UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND:
The provisions of Section 125(2) of the Companies Act, 2013 do not apply to the Company as the company was not required to transfer any amount to IEPF.
INITIAL PUBLIC OFFER (IPO) AND LISTING AT BSE SME PLATFORM:
During the year 2023-24, the Company made an Initial Public Offer (IPO) for 56,96,000 Equity shares of Rs. 10/- each at an issue price of Rs. 75/- having an issue size of Rs. 42.72 Crore. With your valuable support and confidence in the Company and its management, the IPO was oversubscribed and the Equity shares of the Company were successfully listed on BSE SME Platform on August 30,2023. This issue was a fixed price Issue.
Vivro Financial Services Private Ltd. as the Lead Manager(s) and KFin Technologies Limited as
Registrar to the Issue were appointed in the process of the IPO.
The Issue was for 56,96,000 Equity Shares, out of which 2,88,000 Equity Shares were reserved for the Market Maker. Hence the Net Issue to the Public was for 54,08,000 Equity Shares.
The Issue was opened for subscription on Friday, August 18,2023, and closed on Tuesday, August 22,2023 in accordance with the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018 (the "SEBI (ICDR) Regulations").
The Issue was subscribed to the extent of 106.71 times (including Market Maker reservation portion) as per the bid book of BSE (excluding the multiple, duplicate bids, Cancelled bids or withdrawal bids, RC10 and Other than RC 10).
HDFC Bank Limited has acted as the Sponsor Bank & Public Issue Bank for receiving the application money payable by UPI Investors at the time of bidding along with the Bid cum Application Form.
Other 54 banks as permitted by SEBI have acted as Self-Certified Syndicate Banks (SCSBs) for collection of Applications under Direct ASBA Process.
CHANGES IN SHARE CAPITAL:
During the period under review, there are no changes in the Authorised, however Paid-up share capital of the Company increased to Rs. 2160.21 lakhs by way of Initial Public Offer (IPO) of equity shares.
CHANGE IN NATURE OF BUSINESS:
The Company continues to be in the same line of business as stated in main objects of the existing Memorandum of Association.
DEPOSITS:
The Company has not accepted or renewed any amount falling within the purview of provisions of Section 73 of the Companies Act, 2013 (the Act) read with the Companies (Acceptance of Deposit) Rules, 2014 during the year under review. Hence, the requirement of providing details relating to deposits as also of deposits which are not in compliance with Chapter V of the Act, is not applicable.
CREDIT RATING:
During the financial year 2023-24 there was a change in the Credit Rating agency of the Company from M/s. Investment Information and Credit Rating Agency (ICRA) to M/s. Credit Rating Information Services of India Limited (CRISIL).
Further we wish to inform that the CRISIL has assigned the rating as under in respect to the Company's banking facilities.
|
Facility/lnstrument
|
Previous Rating Assigned
|
Present Rating Assigned
|
|
Rating Agency
|
ICRA
|
CRISIL
|
|
Total facilities rated
|
INR 283 Cr
|
INR 283 Cr
|
|
Long Term Rating
|
BBB Stable
|
CRISIL BBB /Positive (Assigned)
|
|
Short Term Rating
|
A3
|
CRISIL A2 (Assigned)
|
CHANCE OF NAME OF THE COMPANY:
During the year 2023-24, the name of the Company has been changed from Bondada Engineering Private Limited to ‘Bondada Engineering Limited' w.e.f. May 31,2023. Consequent upon conversion of the Company from Private Limited to Public Limited.
MATERIAL CHANCES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY:
During the financial year 2023-24. there have been no material changes and commitments which affects the financial position of the Company which have occurred between the end of the financial year
DIRECTORS AND KEY MANAGERIAL PERSONNEL:
Board of Directors:
As on March 31,2024, the Company has 5 (Five) Directors, consisting of 2 (Two) Independent Directors, 1 (One) Non-Executive Director and 2 (Two) Executive Directors, out of two executive directors, 1 (One) is Chairman and Managing Director and 1 (One) is Whole Time Director which is in accordance with the provisions of Section 152 and other applicable provisions of the Companies Act, 2013.
Dr. Raghavendra Rao Bondada (DIN: 01883766) and Mrs. Neelima Bondada (DIN: 05220852), Directors are liable to retire by rotation and offer themself for re-appointment as Directors of the company. After considering recommendations of Board, the members of the Company at the ensuing Annual General Meeting may re-appoint Dr. Raghavendra Rao Bondada and Mrs. Neelima Bondada as Directors of the company.
In the opinion of the Board, there has been no change in the circumstances which may affect the status as Independent Directors of the Company and the Board is satisfied of the integrity, expertise, and experience (including proficiency in terms of Section 150(1) of the Act and applicable rules thereunder) of all Independent Directors on the Board. Further, in terms of Section 150 read with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014, as amended, Independent Directors of the Company have included their names in the data bank of Independent
KEY MANAGERIAL PERSONNEL:
The following are the Key Managerial Personnel of the Company pursuant to Section 2(51) and 203 of the Companies Act, 2013 as on March 31,2024:
DECLARATION BY AN INDEPENDENT DIRECTOR(S):
Pursuant to Section 149 and other applicable provisions of the Companies Act, 2013, the Company has received declarations from the Independent Directors of the Company confirming that they continue to meet the criteria of independence as prescribed under Section 149(6) of the Companies Act, 2013 and Regulation 16(l)(b) of theSEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Independent Directors have also confirmed that they have complied with the Company's code of conduct.
BOARD EVALUATION:
The Board carried out an annual performance evaluation of its own performance and that of its Committees and Individual Directors as per the formal mechanism adopted by the Board. The performance evaluation of all the Directors was carried out by the Nomination and Remuneration Committee. The performance evaluation of the Chairman, the Non- Independent Directors and the Board as a whole was carried out by the Independent Directors The performance evaluation was carried out through a structured evaluation process covering various aspects of the Board functioning such as composition of the Board & committees, experience & competencies, performance of specific duties & obligations, contribution at the meetings and otherwise, independent judgment, governance issues etc.
During the year under review, the Company has also conducted two programs for familiarization of the Independent Directors on different aspects.
MEETINGS OF BOARD OF DIRECTORS:
The Board of Directors met 14 (Fourteen) times during the year under review. The details of board meetings and the attendance are given below:
| |
|
Total Number of
|
Attendance
|
|
Sr.
No.
|
Date of Meeting
|
directors associated as on the date of meeting
|
Number of Directors Attended
|
% of attendance
|
|
1.
|
3* April. 2023
|
3
|
3
|
100
|
|
2.
|
4th May. 2023
|
3
|
3
|
100
|
|
3.
|
8th May. 2023
|
5
|
5
|
100
|
|
4.
|
15,h May. 2023
|
5
|
5
|
100
|
|
5.
|
5th June. 2023
|
5
|
5
|
100
|
|
6.
|
19Th June, 2023
|
5
|
5
|
100
|
|
7.
|
30^ June. 2023
|
5
|
5
|
100
|
|
8.
|
17*^ July 2023
|
5
|
5
|
100
|
|
9.
|
8tr August, 2023
|
5
|
5
|
100
|
|
10.
|
28,n August, 2023
|
5
|
5
|
100
|
|
n.
|
31st October, 2023
|
5
|
5
|
100
|
|
12.
|
21st November. 2023
|
5
|
5
|
100
|
|
13.
|
29Tt> December, 2023
|
5
|
5
|
100
|
|
14.
|
9tn February, 2024
|
5
|
5
|
100
|
Attendance of Directors for Board Meetinq:
| |
|
Board Meetings
|
|
Sr.
No
|
Name of the Director
|
Number of Meetings which director was entitled to attend
|
Number of Meetings attended
|
%of
Attendance
|
|
1.
|
Dr. Raghavendra Rao Bondada
|
14
|
14
|
100
|
|
2.
|
Satyanarayana Baratam
|
14
|
14
|
100
|
|
3.
|
Neelima Bondada
|
14
|
14
|
100
|
|
4.
|
S. Sarveswar Reddy
|
12
|
12
|
100
|
|
5.
|
P. Subba Rao
|
12
|
12
|
100
|
Attendance of Directors for Audit Committee:
|
Name of the Director
|
Audit Committee
|
|
Number of Meetings which director was entitled to attend
|
Number of Meetings attended
|
% of Attendance
|
|
1. S. Sarveswar Reddy
|
2
|
2
|
100
|
|
2. P. Subba Rao
|
2
|
2
|
100
|
|
3. Neelima Bondada
|
2
|
2
|
100
|
Attendance of Directors for Stakeholder’s Relationship Committee:
| |
|
Stakeholder's Relationship Committee
|
|
Sr.
No
|
Name of the Director
|
Number of Meetings which director was entitled to attend
|
Number of Meetings attended
|
% of Attendance
|
|
1.
|
Neelima Bondada
|
1
|
1
|
100
|
|
2.
|
Dr. Raghavendra Rao Bondada
|
1
|
1
|
100
|
|
3.
|
Satyanarayana Baratam
|
1
|
1
|
100
|
GENERAL MEETING:
During the Year under review the company has conducted General Meetings as shown in the following table:
| |
|
|
Total Number of
|
Attendance
|
|
Sr.
No.
|
Type of Meeting
|
Date of Meeting
|
Members entitled to attend meeting
|
Number of members Attended
|
% of total Shareholding
|
|
i.
|
Annual General Meeting
|
8/06/2023
|
9
|
9
|
100
|
|
2.
|
Extra-Ordinary General Meeting
|
6/03/2024
|
2,106
|
22
|
1.04
|
INDEPENDENT DIRECTORS AND THEIR MEETING:
The Independent Directors met on February 9, 202-4, without the attendance of Non-Independent Directors and members of the Management. The Independent Directors reviewed the performance of Non-Independent Directors and the Board as a whole; the performance of the Chairperson of the Company, taking into account the viewsof Executive Directorsand Non-Executive Directorsand assessed the quality, quantity and timeliness of flow of information between the Company Management and the Board that is necessary for the Board to effectively and reasonably perform their duties
COMMITTEES OF THE BOARD OF DIRECTORS:
The details of various committees constituted by the Board, including the committees mandated pursuant to the applicable provisions of the Act and 5EBI Listing Regulations, are given below:
• Audit Committee
|
Sr.
No.
|
Name of the Director
|
Designation
|
Type of the member
|
|
1.
|
Sarveswar Reddy Sanivarapu
|
Independent Director
|
Chairman
|
|
2.
|
Pasupuleti Venkata Subba Rao
|
1 ndependent Director
|
Member
|
|
3.
|
Neelima Bondada
|
Non-Executive Director
|
Member
|
• Nominationand Remuneration Committee
|
Sr.
No.
|
Name of the Director
|
Designation
|
Type of the member
|
|
1.
|
Pasupuleti Venkata Subba Rao
|
Independent Director
|
Chairman
|
|
2.
|
Sarveswar Reddy Sanivarapu
|
Independent Director
|
Member
|
|
3.
|
Neelima Bondada
|
Non-Executive Director
|
Member
|
• Stakeholder's Relationship Committee
|
Sr.
No.
|
Name of the Director
|
Designation
|
Type of the member
|
|
i.
|
Neelima Bondada
|
Non-Executive Director
|
Chairman
|
|
2.
|
Dr Raghavendra Rao Bondada
|
Director
|
Member
|
|
3
|
Satyanarayana Baratam
|
Director
|
Member
|
• Corporate Social Responsibility Committee
|
Sr.
No.
|
Name of the Director
|
Designation
|
Type of the member
|
|
1.
|
Sarveswar Reddy Sanivarapu
|
Independent Director
|
Chairman
|
|
z
|
Dr Raghavendra Rao Bondada
|
Director
|
Member
|
|
3.
|
Satyanarayana Baratam
|
Director
|
Member
|
SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES:
As on March 31,2024, the company has 5 (Five) subsidiaries As on March 31.2024, the Company does not have any Associate and/or Joint Venture Companies.
The list of Subsidiaries and associates of the company as on March 31,2024, is forming a part of Board's Report and the details under section 129 of the Companies Act, 2013, read with rule 5 of Companies (Accounts) Rules, 2014 regarding the performance and financial position of each of the Subsidiaries/ associate companies/joint ventures of the company is provided in 'Form AOC-V under ANNEXURE - C which forms part of this report
AUDITORS AND AUDITOR’S REPORT:
• Statutory Auditors:
Pursuant to the provisions of Section 139 and any other applicable provisions and the Rules framed thereunder, if any, of the Companies Act, 2013 (including any statutory modification(s) or re- enactment thereof for the time being inforce) read with Companies (Audit and Auditors) Rules, 2014, as amended from time to time. M/s. Sreedar Mohan & Associates, Chartered Accountants, Hyderabad (Firm Registration No. 012722S) were appointed as Statutory Auditors of the Company at the 10th Annual Ceneral Meeting held on 30th September, 2022 for a term of five consecutive years from the FY 2022-23 to FY 2026-27 from the conclusion of that Annual Ceneral Meeting till the conclusions of the Annual Ceneral meeting to be held in 2027.
The Report given by M/s Sreedar Mohan 8 Associates. Statutory Auditors of the Company on the financial statements of the Company for the FY 2023-24 is part of the Annual Report
• Statutory Auditors’ observations in Audit Report
The Audit Report submitted by statutory auditors for the financial year ended March 31.2024 does not contain any qualifications, reservations, adverse remarks or disclaimers
• Secretarial Auditor:
Pursuant to provision of Section 204 of the Companies Act 2013 and the Rules framed thereunder, if any, of the Companies Act, 2013 (including any statutory modification(s) or re- enactment thereof for the time being in force), on the recommendations of the Audit Committee, the Board of Directors of the Company has appointed M/s RVR & Associates, Practicing Company Secretary, as a Secretarial Auditor of the Company to conduct a Secretarial Audit for the Financial Year 2023-24 in Meeting of Board of Directors held on August 28,2023. A Secretarial Audit Report in ‘Form MR-3' issued by M/s. RVR & Associates Practicing Company Secretary has been provided in an ANNEXURE - A which forms part of this Report.
• Secretarial Auditors’ observations in Secretarial Audit Report:
The Secretarial Audit Report issued by the secretarial auditors does not contain any qualifications, reservations or adverse remarks or disclaimers.
• Internal Auditor:
Pursuant to Section 138 of the Companies Act, 2013 and the Rules framed thereunder, if any, of the Companies Act, 2013 (including any statutory modification(s) or re-enactment thereof for the time being in force), on the recommendations of the Audit Committee, the Board of Directors of the Company has appointed M/s. 1 Madhav Rao a Co., Chartered Accountant (FRN 01S119S) as an Internal Auditor of the Company to conduct the internal Audit for the Financial Year 2023-24 in Meeting of Board of Directors held on August 28,2023.
• Cost Auditor:
Pursuant to Section 148 of the Companies Act, 2013, read with the Companies (Audit and Auditors) Rules 2014 and any other applicable provisions and the Rules framed thereunder, if any, of the Companies Act, 2013, the Company is required to maintain the cost accounts and records of the Company, accordingly, on recommendation of the Audit Committee, the Board of Directors of the Company has appointed M/s. Bharatulla & Associates, Cost Accountants as a Cost Auditor to prepare the Cost records and also undertake the Cost Audit for the financial year 2023-24 in the meeting ofBoardof Directors held on MaylS,2023.Accordingly, after considering the recommendations of Audit Committee and Board of Directors, the remuneration payable to the Cost Auditor shall be ratified by the members at the ensuing Annual Ceneral Meeting.
• Reporting of frauds by Auditors:
During the year under review, the Statutory Auditors, Internal Auditor and Secretarial Auditor have not reported any instances of frauds committed in the Company by its Officers or Employees, to the Audit Committee or the Board under Section 143 (12) of the Companies Act, 2013
CORPORATE SOCIAL RESPONSIBILITY (CSR):
The brief details of the CSR Committee are provided in the Corporate Governance Report, which forms part of this Integrated Annual Report-The CSR Policy and CSR Plan is available on the website of your Company at https://www.bondada.net.
The Report on CSR activities is annexed as ANNEXURE - B to this report.
MANAGEMENT DISCUSSION AND ANALYSIS:
The Management Discussion and Analysis Report for the year under review, as stipulated under the
BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT:
Since the Company isSME listed, the requirements of the Business Responsibility and Sustainability Report for the financial year ended March 31,2024 is not applicable.
CORPORATE GOVERNANCE:
The Company is committed to good corporate governance practices
Corporate Governance is not applicable to the Company under Regulation 15(2) of SEBI (LODR) Regulations, 2015 since the Company is listed on BSE SME platform.
INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY:
The Company has put in place adequate, strong andeffective internal control systemswith best processes commensurate with its size and scale of operations which ensures that all the assets are safeguarded and protected and that the transactions are authorized recorded and reported correctly. The internal audit covers a wide variety of operational matters and ensures compliance with specific standard with regards to availability and suitability of policies and procedures. During the year no reportable material weakness in the design or operation were observed.
VIGIL MECHANISM/WHISTLE BLOWER POLICY:
Your Company has adopted a Whistle Blower Policy and has established the necessary vigil mechanism for Directors and employees in confirmation with Section 177 of the Act and Regulation 22 of SEBI Listing Regulations, to facilitate reporting of the genuine concerns about unethical or improper activity,
ANNUAL RETURN
Pursuant to Section 134(3)(a) of the Act, the draft annual return as on March 31, 2024, prepared in accordance with Section 92(3) of the Act, is made available on the website of the Company www. bondada.net.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:
During the period under review, the Company has provided guarantees to its subsidiaries in the below mentioned manner, provisions of Section 186 of the Companies Act, 2013
|
SI.
No.
|
Name of the
Company
(Guarantee)
|
Type of charge
|
Details of
charge
Holder
|
Amount secured by Guarantee) (In INR lakhs)
|
Date of issuance of Guarantee
|
|
1.
|
M/s. Bondada Ecobuild Private Limited (Formerly known as SmartBrix Infra Technologies Private Limited)
|
Guarantee by way of EM on the asset of the Company
|
The Federal Bank Ltd
|
400.00
|
27/06/2022
|
The details of loans, guarantees and investments made during the year under review are disclosed in the financial statements.
RELATED PARTY TRANSACTIONS:
All transactions with related parties entered into duri ng the financial year were at arm's length basis and in the ordinary course of business and in accordance with the provisions of the Act and the rules made thereunder, the SEBI Listing Regulations and your Company’s Policy on Related Party Transactions. All Related Party Transactions are placed before the Audit Committee for its prior approval An omnibus approval from Audit Committee is obtained for the related party transactions which are repetitive in nature
Accordingly, the disclosure of related party transactions as required under Section 134{3)(h) of the Act, in Form AOC-2 is provided as ANNEXURE - D of this Report.
The Policy on Related Party Transactions is available on the Company's website www bondada net
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANCE EARNINGS AND OUTGO:
The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3)(m) of the Act read with rule 8 of The Companies (Accounts) Rules, 2014, as amended are provided below
Conservation of Energy:
The company is In the process of identifying the areas for conservation of energy.
Technology Absorption:
No technology either indigenous or imported is involved
Research & Development:
No research and development have been carried out
Foreign Exchange Earnings and Outgo:
The Company has not earned any foreign exchange during the year and there is no foreign currency outgo during the year under review.
PARTICULARS OF EMPLOYEES AND REMUNERATION:
The provisions of Rule5(2) 8.(3) of the Companies (Appointments Remuneration of Managerial Personnel) Rules, 2014 are not applicable to the Company as none of the employees has received remuneration above the limits specified in the rule 5(2) & (3) of the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014 during the financial year 2023-24. Further, the disclosures pertaining to remuneration and other details as required under section 197(12) of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed in ANNEXURE - E.
BOARD POLICIES:
The details of various policies approved and adopted by the Board as required under the Act and SEBI Listing Regulations are available on the website at www.bondada.net.
POLICY ON DIRECTORS’ APPOINTMENT AND REMUNERATION:
The Company’s policy on directors' appointment and remuneration and other matters provided in Section 178(3) of the Act is available on the website www.bondada.net.
PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE:
As per the requirement of the provisions of the sexual harassment of women at workplace (Prevention, Prohibition 8 Redressal) Act, 2013 read with rules made thereunder, our Company has constituted Internal Complaints Committees as per requirement of the Act which are responsible for Redressal of complaints relating to sexual harassment against woman at workplace. During the year under review, the Company has not received any complaint pertaining to sexual harassment.
RISK MANAGEMENT
During the year under review, being the top 1000 listed entities based on the market capitalization, the Board in its meeting held on May 14, 2024 has constituted a Risk Management Committee (RMC) to frame, implement and monitor the risk management plan for the Company. The RMC is responsible for reviewing the risk management plan and ensuring its effectiveness. The major risks identified by the businesses, if any. are systematically addressed through mitigation actions on a continual basis. The policy on Risk Management is also available on the website of the Company at www bondada. net.
DIRECTORS' RESPONSIBILITY STATEMENT:
In accordance with the provisions of Section 134(5) of the Companies Act, 2013 the Board hereby submits its responsibility Statement:
a) In the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;
b) The directors had 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 and of the profit and loss of the company for that period.
c) The directors had taken proper and sufficient care 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 directors had prepared the 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 operating effectively;
f) The directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively
SECRETARIAL STANDARDS:
TheDirectorshavedevisedpropersystemsandprocessesforcomplyingwiththerequirementsofapplicable provisions of Secretarial Standard ! and Secretarial Standard-2 Secretarial Standards issued by the Institute of Company Secretariesof India and that such systems were adequate and operating effectively.
EMPLOYEE STOCK OPTION PLAN:
Equity based compensation is an integral part of employee compensation across sectors which enables alignment of personal goals of the employees with organizational objectives by participating in the ownership ofthe Company through stock based incentiveplaaTheCompany recognised that employees are most valuable resource and their steadfast commitment and highly motivated performance is instrumental in sustained growth of the Company. It is therefore essential to attract and retain talent to ensure long-term commitment to the company to contribute to the growth and development of the company.
The Company believes in rewarding its employees including directors ofthe Company as well as ofthe existing and future subsidiary company(ies) or associates company(ies) for their continuous hard work, dedication and support, which has led the Company and existing and future subsidiary company(ies) or associates company(ies) on the growth path. The Company intends to implement Bondada Engineering Limited Employee Stock Option Plan 2024 (“BEL-ESOP 2024”) with a view to attract and retain business critical and high potential employees ofthe Company and its existing and future subsidiary company(ies) or associates company(ies) byway of rewarding their performance and motivate them to contribute to the overall corporate growth and profitability
Under BEL-ESOP 2024, the eligible employees shall be granted Options which will be exercisable into equity shares of Rs. 10/- (Rupee Ten only) each of the Company. BEL-ESOP 2024 shall be implemented by the Nomination and Remuneration Committee ofthe Board
The Scheme contemplates grant of Options to the employees of the Company and its Subsidiary Company(ies) or associates company(ies) (present and future, if any).
After vesting of Options, the employees earn a right, but not an obligation, to exercise the vested Options within the exercise period and obtain equity shares of the Company which shall be issued by the Company subject to payment of exercise price and satisfaction of any tax obligation arising thereon and other terms and condition of the Scheme.
The objectives of the Scheme are:
1 Create a sense of ownership within the organization;
2. Encourage Eligible Employees to align their performance with Company objectives;
3. Promote the long-term interests of the Company by providing an incentive to attract, retain, motivate and reward Eligible Employees of the Company so as to make them partners to the growth and profitability of the Company, and thereby promoting the welfareofthe Eligible Employees.
The aggregate number of stock Options to be granted under the Plan shall not exceed 4,32,000 (Four Lakh Thirty Two Thousand) Employee Stock Options (“ESOPs”/ "Option(s)"), being 2% [Two percent) of the total outstanding equity shares of the Company as at December 31, 2023, exercisable into not more than 4,32,000 (Four Lakh Thirty Two Thousand) fully paid-up equity shares ofthe Company in agg regate of face value of Rs 10/- (Rupees Ten only) each (“ESOP PooF’i
In case of any corporate action(s) such as rights issue, bonus Issue, merger, demerger, sale of division, expansion of capital, change in capital structure and others, if any including preferential allotment of shares or qualified institutions placement, additional Options of the Company are to be issued to the employees for the purpose of making a fair and reasonable adjustment to the Options issued to them, the above ceiling in terms of number of equity shares shall be deemed to be increased in proportion to the additional equity shares issued in the aforesaid corporate action(s).
In case of a share split or consolidation, if the revised face value of the share is less or more than the current face value as prevailing on the date of coming into force of this scheme, the maximum number of shares available for being granted under BEL-ESOP 2024, as specified above shall stand modified accordingly, so as to ensure that the aggregate benefit (No. of Shares X face value per Share) prior to such Share split or consolidation does not reduce after such Share split or consolidation.
GENERAL DISCLOSURES:
The Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions/events of these nature during the year under review:
• Issue of equity shares with differential rights as to dividend, voting or otherwise
• 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 Com pames Act, 2013).
Significant or material orders passed by the Regulators or Courts or Tribunals which impact the going concern status and the Company’s operation in future.
• Change in the nature of business of your Company
Ý No application was made or any proceeding is pending under the Insolvency and Bankruptcy Code, 2016.
One-time settlement of loan obtained from the Banks or Financial Institutions.
• Revision of f inancial statements and Directors' Report of the Company
• None of the Directors of the Company has been debarred or disqualified from being appointed or continuing as a Director by 5EBI / Ministry of Corporate Affairs /Statutory Authorities
• Neither the Managing Director nor the Whole- time Directors of the Company, receives any commission from any of its subsidiaries
ACKNOWLEDGEMENT:
The Directors wishes to express their gratitude to bankers, financial institutions, government authorities, regulatory authorities, customers and suppliers, business partners, shareholders and other stakeholders, and all others who aredirectly or indirectly associated with the company for their continued cooperation and support throughout the year.
The Directors also express their sincere gratitude for the committed efforts and ongoing contributions made by all Bondada Family members, at all levels in order to foster the Company's success and growth.
For and on behalf of Bondada Engineering Limited
Dr. Raghavendra Rao Bondada Satyanarayana Baratam
Chairman and Managing Director Whole-time Director
Place: Hyderabad DIN: 02610755
Date: July 15,2024
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