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You can view full text of the latest Director's Report for the company.

BSE: 500103ISIN: INE257A01026INDUSTRY: Engineering - Heavy

BSE   ` 68.05   Open: 65.50   Today's Range 64.50
68.30
+3.25 (+ 4.78 %) Prev Close: 64.80 52 Week Range 64.60
108.00
Year End :2017-03 

To the Members,

The Directors are pleased to present the 53rd Annual Report on the business and operations of the company and the audited Ind AS financial statements for the year ended March 31, 2017 along with comparative Financial Statements of 2015-16 and opening Ind AS Transition Balance Sheet as on 01.04.2015.

During the year, the company regained growth and profitability by recording a turnover of RS.28,840 Crore, a growth of 10.7% over 2015-16 and profit of RS.496 Crore as against loss of RS.710 Crore in previous year. The Company achieved a capacity addition of 45,274 MW of power projects during 12th plan (2012-17), 9% higher than the target of 41,661 MW set by Government of India for BHEL.

Financial Performance

Figures (in Rs. Crore except per

Financial Year

share data)

2016-17

2015-16

(a)

Turnover

28,840

26,050

(b)

Other Operational Income

635

588

(c)

Revenue from operations

29,475

26,638

(d)

Operating Expenses

(28,643)

(28,005)

(e)

Operating Profit/(Loss)

832

(1,367)

(f)

Other Income

996

1498

(g)

Profit/ (Loss) before Depreciation, Finance cost & Tax expense

1,828

131

(h)

Depreciation & amortisation expenses

(849)

(936)

(i)

Finance Cost

(351)

(359)

(j)

Profit/ (Loss) before tax

628

(1,164)

(k)

Tax expense

(132)

454

(l)

Profit/ (Loss) for the period from continuing operations

496

(710)

(m)

Other Comprehensive Income

(29)

(76)

(n)

Total Comprehensive Income for the period

467

(786)

(o)

Dividend (including interim dividend )#

294

152

(p)

Corporate Dividend tax (incl. CDT on interim dividend)

60

31

(q)

NAV per share (in K)

131.94

131.48

Figures in brackets denote expenses or losses

# Dividend includes final dividend for the previous year and interim dividend for the current year.

Dividend

The Company has paid interim dividend for 2016-17 @ 40% (RS.0.80 per share) amounting to RS.195.81 Crore on paid up share of capital of RS.489.52 Crore and corporate dividend tax of RS.39.86 Crore, out of profit for the year. With this, the total payout was at RS.235.67 Crore. The company has also paid final dividend of 2015-16 in 2016-17 of RS.97.90 Crore (RS.0.40 per share) on paid up share capital of RS.489.52 Crore, alongwith corporate dividend tax of RS.19.93 Crore.

The Board has recommended a final dividend for 2016-17 @ 39% (RS.0.78 per share) amounting to RS.190.91 Crore on paid up share capital of RS.489.52 Crore and corporate dividend tax of RS.38.87 Crore, out of profit for the year. With this, the total payout shall amount to RS.229.78 Crore.

The Dividend Distribution Policy of the company is provided separately in the Annual Report (under Additional Information) and is available on BHEL website (www.bhel.com).

Orders Received

BHEL secured orders worth RS.23,489 Crore during 2016-17. This was achieved despite subdued business conditions in the power and infrastructure sectors coupled with intense competition in domestic and overseas markets. Sector wise orders booked are as follows:

(Rs. in Crore)

2016-17

2015-16

Power Sector

7,261

38,529

Industry Sector

6,181

5,125

International Operations

10,047

73

Total Orders Booked

23,489

43,727

Order Book outstanding at the end of the year

1,05,200

1,10,730

Events Occurring after the Balance Sheet Date

There were no significant events occurring after the Balance Sheet date.

Directors’ Responsibility Statement

Pursuant to Section 134(5) of the Companies Act, 2013, it is hereby confirmed that:

(i) In the preparation of the annual accounts for the financial year ended March 31, 2017, the applicable accounting standards (Ind AS) have been followed and proper explanation relating to material departures has been provided;

(ii) The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit and loss of the company for that period;

(iii) The Directors have 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;

(iv) The Directors have prepared the annual accounts on a going concern basis;

(v) The Directors have laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively;

(vi) The Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

Management Discussion and Analysis

Domestic economy is experiencing a turnaround but is still reeling under the impact of uncertainties. RBI has projected Gross Value Added (GVA) growth of 7.3 % in 2017-18 as compared to 6.6% in 2016-17. Over the medium run, the roll out of the Goods and Services Tax (GST) and enacting other structural reforms should push the economy towards a higher growth path. However, capacity underutilization and delayed revival of capital investment still pose major challenge to the growth of Indian industry.

BHEL recorded a turnover of RS.28,840 Crore, up 10.7% over the previous year, reversing the trend of negative topline growth prevailing for the last three years. Company returned to profitability with a Profit Before Tax of RS.628 Crore, compared to a loss before tax of RS.1,164 Crore in the last year. Profit After Tax stood at RS.496 Crore, against a net loss of RS.710 Crore in the previous year. BHEL secured orders worth RS.23,489 Crore during 2016-17. This was achieved despite subdued business environment coupled with intense competition in domestic and overseas markets. Enhanced focus on project execution has resulted in BHEL achieving a capacity addition of 45,274 MW during the 12th Five Year Plan period (2012-17), surpassing the target of 41,661 MW set by the government for BHEL, by 9%. Company’s strategy is to maintain leadership in existing businesses and focus on diversification to drive the next wave of growth which includes harnessing opportunities in the areas of solar power, transmission, transportation, defence and water.

BHEL too is transforming and has embarked upon a transformation journey with a vision of ‘Creating BHEL of Tomorrow’ - creating an organization which will be Rising, Robust and Responsive to the needs of customers, employees, shareholders and society. With several initiatives taken under Execution, Consolidation & Simplification as a part of this transformation process, the company is also putting a series of efforts focused on sustaining growth and profit; asserting leadership in core business and developing people & digital capabilities; and finally, building capabilities in new businesses and technology for sustained growth.

Further details are given in Annexure-I.

Board of Directors

Details of changes in Directors & Key Managerial Personnel Appointment

Shri Anshu Prakash, Additional Secretary, Department of Heavy Industry, Ministry of Heavy Industries & Public Enterprises was appointed as Part-time Official Director w.e.f. 31.10.2016.

Shri Bhaskar Jyoti Mahanta, Joint Secretary, Department of Heavy Industry, Ministry of Heavy Industries & Public Enterprises has been appointed as Part-time Official Director w.e.f. 03.01.2017.

Ms. Surama Padhy has been appointed as Part-time Nonofficial Director (Independent Director) w.e.f. 02.02.2017.

In accordance with Section 161 of the Companies Act, 2013 and Article 67(iv) of the Articles of Association of the Company, Shri Bhaskar Jyoti Mahanta and Ms. Surama Padhy, being appointed as additional directors, shall hold directorship upto the 53rd Annual General Meeting of the Company and are eligible for appointment as Directors at the Meeting.

Cessation

Shri Rajesh Kumar Singh, the then Joint Secretary, Department of Heavy Industry, Ministry of Heavy Industries & Public Enterprises, who was appointed as Part-time Official Director w.e.f. 22.12.2014, relinquished his charge of the post of Part-time Official Director on the Board of BHEL w.e.f. 06.10.2016 on his transfer to UIDAI, Ministry of Electronics & IT.

Shri Anshu Prakash, the then Additional Secretary, Department of Heavy Industry, Ministry of Heavy Industries & Public Enterprises, who was appointed as Part-time Official Director w.e.f. 31.10.2016, relinquished his charge of the post of Part-time Official Director on the Board of BHEL w.e.f. 03.01.2017 on his transfer to Department of Rural Development.

Ms. Harinder Hira who was appointed as Part-time Nonofficial Director (Independent Director) w.e.f. 08.05.2014 ceased to be a Director of the Company on completion of her tenure on 01.05.2017.

The Board of Directors place on record their deep appreciation of the valuable services rendered as well as the advice and guidance provided by S/Shri Rajesh Kumar Singh, Anshu Prakash and Ms. Harinder Hira during their tenure.

Further, pursuant to Section 152 of the Companies Act, 2013 and Article 67(i) of the Articles of Association of the Company, S/Shri Subrata Biswas and T. Chockalingam will retire by rotation at the Annual General Meeting and being eligible, offered themselves for re-appointment.

In compliance with Regulation 36(3) of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, brief resume of the Directors proposed for appointment and re-appointment alongwith the nature of their expertise in specific functional areas and names of companies in which the person also holds directorship alongwith the membership of the Committees of the Board are given in the explanatory statement/ annexure to the Notice.

No Director has given resignation during the year.

Audit committee details

Details of Board Level Audit Committee are given at Point 6.3 of the Corporate Governance Report. Further, there has been no instance where the Board of Directors has not accepted recommendation of the Audit Committee.

CEO/CFO Certificate

CEO/CFO certificate (as per Regulation 17(8) of Listing Regulations) is placed at Annexure-II.

Sustainable Development

BHEL’s strong belief in Sustainable Development resonates in its mission statement - “Providing Sustainable Business Solutions in the fields of Energy, Industry & Infrastructure”. Sustainability is integral to our business processes. Thrust on reducing environmental footprint throughout our value chain to enhance environmental sustainability continued during the reporting period. To promote inclusive growth, the focus on CSR initiatives continued which resulted in the creation of additional social infrastructure benefitting the society. During 2016-17, an amount of RS.37.50 Crore was allocated for various CSR initiatives by the company. The details of various initiatives related to Sustainable Development undertaken during 2016-17 is provided in Annexure-III.

Business Responsibility Report

In line with the requirement of the listing regulations, Business Responsibility Report describing the initiatives taken by the company from environmental, social and governance perspectives as per the suggested format is enclosed at Annexure-IV.

R&D and Technological Achievements

BHEL’s R&D strategy, structure and infrastructure are aligned to meet the challenges of present & future business environment. The R&D expenditure of the company for 2016-17 is RS.793.62 Crore which is 2.75 % of the turnover. This includes the expenditure incurred on R&D efforts made at manufacturing units for major modifications/ improvements in products/designs against customer requirements which are not covered in R&D projects. The company filed 508 patents and copyright applications during the year 2016-17, enhancing the company’s intellectual property in terms of number of such rights to 3,915. Further details have been provided in Annexure-V.

Official Language Implementation

Continuous efforts were made for propagation and effective implementation of Rajbhasha in the company. Inspection of 12 units/divisions was done to monitor and review the progress in this area. Committee of Parliament on Official Language appreciated the efforts being made in this area during the inspection of PS-NR, ROD-Mumbai & Corporate R&D on 12.04.16, 20.10.2016 & 20.01.2017 respectively.

A special session on Rajbhasha was held in Management Committee Meeting on 12.05.2016. For this session, Shri S.N. Singh, Director, Central Translation Bureau was invited to deliver a lecture on ‘Rajbhasha Implementation-Our Responsibility’.

Second meeting of Hindi Advisory Committee of Ministry of Heavy Industries and Public Enterprises was organized by BHEL Hyderabad under Chairmanship of Shri Anant G. Geete, Union Minister of Heavy Industries and Public Enterprises on 29.12.2016.

Under Inter-Unit Rajbhasha Shield Scheme, 10 units/ divisions were presented the shield by CMD for excellent Rajbhasha Implementation. In addition, 380 employees who perform exemplary work in Hindi were also awarded with cash awards.

Our Company is playing an active role in Town Official Language Implementation Committees (TOLICs), constituted in various cities. Many interesting competitions, Seminars and programs are conducted under auspices of these committees. This year 9 units/ divisions of BHEL were awarded by the TOLICs for their various achievements in this area.

Vigilance

Vigilance Department of BHEL is headed by the Chief Vigilance Officer (CVO) appointed by Department of Heavy Industry (DHI), Ministry of Heavy Industries & Public Enterprises, Govt. of India. Major manufacturing units / Power Sector Regions of BHEL have a vigilance set up headed by a senior vigilance executive reporting to the CVO.

Preventive Vigilance has always remained the focus area of BHEL Vigilance. Additional impetus was also given for systemic improvements during 2016-17. Some of the preventive measures initiated are as under:

- Revision of Works Policy, 2016

- Revision of Supplier Evaluation, Approval and Review Procedure (SEARP), 2016

- Revision of Guidelines for Reverse Auction

- Revision of Guidelines for Suspension of Business Dealings with Suppliers / Contractors

- Utilization of Unused Material

- Review of Material Estimation Procedure

- Implementation of Sequential Material Supply System by units

- Revision of NIT conditions to check Cartelization in Transport and Fabrication contracts

- Review of Corruption Mitigation Action Plan for Potential areas

- Emphasis of Open Tendering and Transparency in Tendering value for money

- Online Vigilance Clearance System

- Review of Township Revenue Collection System

During the year, various training programmes were conducted in different units/divisions for the employees as part of preventive vigilance. In all the General Management Programme/Strategic Management Programmes organised by Corporate Learning & Development (CLD) department, a session on vigilance administration is being included on a regular basis.

With a view to create awareness about procurement policy, rules and procedures etc., to disseminate the instructions/ guidelines issued by CVC and Government of India from time to time, to share best practices and case studies, Vigilance Department publishes Quarterly e-Newsletter ‘DISHA’. Sixteen issues have already been published.

The Vigilance Awareness Week was observed from 31st October to 5th November, 2016. To spread awareness about ill effects of corruption amongst cross section of society, various programmes i.e. quizzes, debates, essay writing competition, elocution, panel discussions, lectures, training programmes, Poster competition, slogan competition, walkathon etc. were organized for students of various schools / colleges (30 colleges / 39 schools) and employees of the organization.

Routine / Surprise inspections were carried out by Vigilance. The learnings from inspections and surprise checks were shared with the management. Based on these feedbacks, various system improvements have been initiated by the management. In addition, various circulars for systemic improvements were also issued.

BHEL signed the Integrity Pact with Transparency International on 16.12.2008 and the same was adopted in Feb. 2009. Structured meetings are held with the Independent External Monitors (IEMs) every quarter wherein the procurement related issues and complaints thereupon are discussed.

With a view to ensure efficient Vigilance Clearance of officers who are applying for senior level posts in various CPSEs, Department of Personnel & Training (DoPT), Ministry of Personnel, Public Grievances and Pensions has launched a web portal for Vigilance status of Board Level and below Board level officials. Data in respect of officials of one level below the Board of BHEL has been updated in the system.

Safety & Security

BHEL is fully committed to providing a safe and healthy work environment in all its manufacturing units and project sites. It is our firm belief that safe and healthy workplace not only boosts people’s morale but is also a precondition for greater productivity at workplace. It has always been our endeavour to consolidate good safety practices and make them a part of our work culture. Due to various initiatives taken to improve safety performance at project sites, the number of fatal accidents and man-days lost due to reportable accidents have decreased. In manufacturing units, the number of reportable accidents has reduced by almost 8% with respect to 2015-16.

Occupational Health Services (OHS) centres are being run in the factory premises providing preventive as well as curative occupational health services to employees. Health monitoring of employees is carried out at these centres as a preventive health management measure.

Some of the initiatives taken in our units/divisions to build and maintain safety and health culture at workplace during 2016-17 included:

- Awareness training on Material Safety Data Sheet (MSDS) and Safe Operating Procedures (SOP) to ensure safety in handling and use of hazardous chemicals.

- Health & Safety related training sessions for Regular Employees, Contract Workers & Trade Apprentices.

- Training at workplace for Crane Operators, Riggers, and Helpers for ensuring safety in Material Handling.

- Demonstration of Rescue operation in the event of fall from height and awareness creation on appropriate use of Personal Protective Equipment (PPEs) at project sites.

- Providing sponsorship to company officials/ supervisors for 1-year Advanced Diploma Course in Industrial Safety conducted by Central/Regional Labour Institute at Mumbai, Kanpur, Kolkata, Chennai and Faridabad.

- Hazard Identification and Risk Assessment exercise for all new activities/process modification/ equipment installation.

- Tool box talk/pep talks at workplace covering area specific safety issues.

- Conducting periodic maintenance & testing of material handling equipments (cranes, lifting tackles, hoists, forklifts, pallets etc.), pressure vessels/air receivers, power presses etc.

- Celebration of Road Safety Week to create awareness amongst employees and drivers associated with transportation of our products.

- Celebration of National Safety Day/week to create awareness about safety topics amongst the employees, contract workers and other stakeholders in our society. The theme of the Safety Day-2017 was “Leadership in Safety and Health Enhances Business Sustainability”. Employees took safety pledge and several competitions were organised to promote safety.

- Sharing of good practices through publication of inhouse magazines and handbooks on various safety related topics.

Data and Cyber Security

An organizational Crisis Management Group (CMG) is in place in BHEL for countering cyber-attacks and cyber terrorism, in pursuance of priorities and directives from Ministry of Heavy Industries & Public Enterprises, Govt. of India. Crisis Management Plan for BHEL is also in place. All database administrators across various locations of company are notified.

BHEL has created a total workforce of 225 Information Security professionals including 50 in 2016-17, through training and certification courses, meeting one of the key objectives of national cyber security policy of Govt. of India to protect Indian cyber space.

All units, regions and divisions of BHEL have been certified for ISO/IEC 27001:2013 for Information Security Management System (ISMS).

Enterprise Risk Management (ERM) system exists in BHEL and Cyber Security is identified as one of the top risks.

Corporate Governance

As per the requirements of the Listing Regulations, a detailed report on Corporate Governance (including Board/ Committee meeting details) together with the following is given at Annexure - VI.

(i) Auditors certificate on Corporate Governance under Listing Regulations & DPE guidelines on Corporate Governance.

(ii) Secretarial Audit Report u/s 204(1) of the Companies Act, 2013 and management reply thereon.

(iii) Extracts of Annual Return pursuant to section 92(3) of the Companies Act, 2013 read with rule 12(1) of the Companies (Management and Administration) Rules, 2014.

Declaration under section 149(6) of the Companies Act, 2013 pertaining to criteria of independence has been given by the Independent Directors to the Board of Directors.

Loans and Investments

Details of loans and investments covered under the provisions of Section 186 of the Companies Act, 2013 forms part of financial statement, attached as a separate section in the Annual report FY 2016-17. Loan of RS.3 Crore towards working capital was given during 2015-16 to M/s BHEL EML, BHEL’s subsidiary company. The repayment timeline of the loan is extended to MarcRs.2018.

Other Disclosures

Information in accordance with the provisions of Section 134(3)(m) of the Companies Act, 2013 read with Companies (Accounts) Rules, 2014 regarding conservation of energy, technology absorption and foreign exchange earnings and outgo is given at Annexure-VII.

As per provisions of section 197 of the Companies Act, 2013 read with the Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, every listed company is required to disclose the details of the remuneration of the Directors etc. in the Directors’ Report. However as per Notification No. GSR 463(E) dated 5th June, 2015 issued by the Ministry of Corporate Affairs, Government Companies are exempted from complying with provisions of section 197 of the Companies Act, 2013. BHEL being a government company, such particulars are not included as part of Directors’ Report.

Statement pursuant to Section 129 of the Companies Act, 2013 (Form AOC-1) relating to subsidiary companies & joint ventures and Form AOC-2 pursuant to section 134(3)(h) of the Companies Act read with Rule 8(2) of the Companies (Accounts) Rules, 2014 are given at Annexure-VIII.

Links to Company Websites :

1. Familiarisation Programme of Independent Directors, Weblink : http://www.bhel.com/investor_relations/investor.php

2. Policy Determining Material Subsidiaries and Policy Dealing with Related Party Transactions, Weblink : http://www.bhel.com/pdf/Policy_with_regard_to_Related_Party_Transactions.pdf

Auditors

The auditors of BHEL are appointed by the Comptroller and Auditor General of India. The names of auditors appointed for the year 2016-17 are printed separately in the Annual Report.

The detail of cost auditors appointed for the year 2016-17 and cost audit details are printed separately in the Annual Report.

The Auditors’ Report and Comments of the Comptroller and Auditor General of India are given at Annexure- IX.

Acknowledgements

The Board places on record its sincere appreciation towards the company’s valued customers in India and abroad and esteemed shareholders for the support and confidence reposed by them in the management of the company and look forward to the continuance of this mutually supportive relationship in future.

The Board also gratefully acknowledges the support and guidance received from various ministries of the Govt. of India, particularly the Department of Heavy Industry, in the company’s operations and developmental plans. The Directors also express their gratitude to the Comptroller and Auditor General of India, Chairman and Members of Audit Board, Statutory Auditors, Branch Auditors, Secretarial Auditor and Cost Auditors. The Directors also wish to place on record their appreciation for the continued cooperation received from all the technology collaborators and suppliers and for the support provided by the financial institutions, bankers, stock exchanges and various stakeholders. Last but not the least, the Board wishes to place on record its deep gratitude to all BHELites whose enthusiasm, team effort, devotion and sense of belongingness have made this great company proud.

For and on behalf of the Board of Directors of

BHARAT HEAVY ELECTRICALS LTD.

Atul Sobti

Chairman & Managing Director

Place: New Delhi

Dated: July 19, 2017