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Directors Report of BF Utilities Ltd.

Mar 31, 2023

DIRECTORS'' REPORT

FOR THE YEAR ENDED 31^st March, 2023
To,

The Members,

Your Directors have pleasure in presenting their Twenty Third Annual Report on the business and operations of the
Company together with Audited Statement of Accounts for the year ended 31^st March, 2023.

1. FINANCIAL PERFORMANCE

				(Rs. in Million)
Particulars	Standalone		Consolidated
	Year ended	Year ended	Year ended	Year ended
	March 31, 2023	March 31, 2022	March 31, 2023	March 31, 2022
Total Income	266.07	249.73	7,758.92	5,342.09
Total Expenditure	198.40	203.82	5,019.93	4,311.25
Profit / (Loss)for the year before taxation	67.67	45.91	2,738.99	1,030.85
Provision for tax (including Deferred Tax)	9.95	17.64	172.47	99.49
Profit / (Loss) for the year after taxation	57.72	28.27	2,566.52	931.36
Items of other comprehensive income (net of Tax)	0.59	5.37	2.22	21.88
Total	58.31	33.64	2,568.74	953.24
Balance of profit / (Loss) from previous year	1,134.35	1,100.71	530.81	(422.43)
Adjustments in other equity	-	-	12.68	-
Balance available for appropriation	1,192.66	1,134.35	3,112.23	530.81
Appropriations	-	-	-	-
Surplus retained in statement of profit and loss	1,192.66	1,134.35	3,112.23	530.81

2. KEY FINANCIAL RATIOS

Details of changes in key financial ratios including significant changes i.e. change of 25% or more as compared
to the immediately previous financial year along with detailed explanations:

Particulars	FY 2022-23	FY 2021-22	Explanation for significant change
Debtor Turnover	NA	NA	NA
Inventory Turnover	NA	NA	NA
Interest Coverage Ratio	NA	NA	NA
Current Ratio	1.19	0.98	NA
Debt Equity Ratio	0.13	0.16	NA
Operating Profit Margin (%)	12.02%	5.70%	NA
Net profit Margin (%)	21.70%	11.32%	NA

3. SHARE CAPITAL

The paid-up Equity Share Capital as on 31^st March, 2023 stood at Rs.188.34 Million. During the year under
review, the Company has not issued shares with differential voting rights nor has granted any stock options or
sweat equity. As on 31^st March, 2023, none of the Directors of the Company hold instruments convertible into
equity shares of the Company.

4. DIVIDEND

Your Directors do not recommend any dividend on the equity shares for the year ended 31^st March, 2023.

5. MANAGEMENT DISCUSSION AND ANALYSIS
International Scenario

â¢ 2022 was the third best year ever for new capacity with 78 GW added globally.

â¢ Total installed global capacity grew to 906 GW. This represents Year-on-Year growth of 9%.

â¢ 2023 should be the very first year to exceed 100 GW of new capacity added globally with this on same fact
Global Wind Energy Council (GWEC) Market Intelligence forecasts year-on-year growth of 15%.

â¢ GWEC Market Intelligence forecasts 680 GW of new capacity in the next five years (2023-27). This represents
136 GW per year to 2027.

â¢ GWEC Market Intelligence has a positive outlook up to 2030, with an additional 143 GW expected by the
end of the decade, 13% higher than previous forecasts. We previously forecast 1078 GW to be built from
2022-2030, this is now forecast to be 1221 GW of new capacity added between 2023-2030.

Domestic Scenario

Wind power accounts for nearly 10% of India''s total installed utility power generation capacity and generated
71.814 TWh in the fiscal year 2022-23, which is nearly 4.43% of total electricity generation.

Company''s Performance :

The Company ensures maximum capacity utilization by reducing machine downtimes. Preventive and regular
maintenance of turbines is done to ensure machine availability. The Company is putting maximum efforts to
reduce operating costs.

6. COMPANY PERFORMANCE

During the Financial Year under review, on a standalone basis, your Company earned total income of Rs. 266.07
Mln. (previous years Rs. 249.73 Mln.). The net profit / (Loss) after tax is Rs 57.72 Mlns. (previous years Rs. 28.27
Mlns).

During the Financial Year under review, on a consolidated basis, your Company earned total income of Rs.
7,758.92 Mln. (previous years Rs. 5342.09 Mln.). The net profit / (Loss) after tax is Rs. 2,566.52 Mlns. (previous
years Rs. 931.36 Mlns).

7. BUSINESS OVERVIEW AND OPERATIONS OF THE COMPANY

The working conditions for wind mill continue to be difficult. Despite such problems, the Company was able to
generate 21.43 Million (Net) Units of power. The Company is making all efforts to maximize power generation
and reduce costs.

8. FINANCE AND CREDIT RATING

During the year under review, the liquidity and cash positions were monitored with reinforced focus. Earnings
from the cash surplus investments, comprising bank fixed deposits during the year saw an increase due to the
increase in the market interest rates. Nevertheless, utmost importance was given to ensure the safety and
liquidity of surplus cash.

Your Company has not done any Credit Rating.

9. HUMAN RESOURCES

As on 31^st March, 2023, the Company has 7 employees. The relations with Company''s employees are cordial.

10. CONCERNS AND THREATS

â¢ The Company operates in a highly regulated environment. Any change in Government Policies will adversely
affect the operations of the Company.

â¢ The Company depends on the service provider for operations and maintenance of Wind Turbines. Certain
litigations against the earlier service providers are pending before the judicial / quasi judicial authorities.
Unfavourable outcome of these litigations will adversely affect our operations.

â¢ The Company has only one customer for sale of power.

11. PROSPECTS FOR THE CURRENT YEAR

The Company is taking all efforts to improve wind power generation, reduce cost and improve realization.

12. BUSINESS RESPONSIBILITY AND SUSTANABILITY REPORT

Pursuant to the SEBI Listing Regulations, the Business Responsibility and Sustainability Report initiatives taken
from an environmental, social and governance perspective in the prescribed format annexed as "Annexure
X" to this report. The same is also available on the Company''s website at http://www.bfutilities.com/pdfs/
Business%20Responsibilitv%20and%20Sustainabilitv%20Reporting%20(BRSR).pdf

13. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has adequate internal control systems to ensure operational efficiency and accuracy in financial
reporting and compliance of various laws and regulations.

The internal control system is supported by the internal audit process. The internal audit is conducted by a
Chartered Accountant in practice. The Audit Committee of the Board reviews the Internal Audit process and the
adequacy and effectiveness of internal audit and controls periodically.

14. SAFETY, HEALTH AND ENVIRONMENT

The Company ensures safety of all its employees working at different places. Necessary safety gadgets are
provided to the employees requiring the same.

15. CAUTIONARY STATEMENT

Statements in this Report, particularly those which relate to Management Discussion and Analysis, describing
the Company''s objectives, projections, estimates and expectations may constitute "forward looking statements"
within the meaning of applicable laws and regulations. Actual results might differ materially from those either
expressed or implied.

16. SUBSIDIARY COMPANIES

The Company has four subsidiary companies as on 31^st March, 2023.

There has been no material change in the business of subsidiaries except as disclosed elsewhere in the Annual
Report and accounts of Subsidiaries

The Company''s Policy on determining material subsidiaries, as approved by the Board, is uploaded on the
Company''s website at http://www.bfutilities.com/pdfs/Policv%20on%20Material%20Subsidiarv.pdf

According to this policy, there are two material subsidiaries of the Company viz. Nandi Infrastructure Corridor
Enterprises Limited and Nandi Highway Developers Limited.

A report on the financial position of each of the Subsidiaries as per the Act is provided in Form No. AOC-1
attached to the Financial Statements

The details are given in Annexure ''III''

17. PARTICULARS OF INFORMATION FORMING PART OF THE BOARD''S REPORT PURSUANT TO SECTION
197 (12) OF THE COMPANIES ACT, 2013, READ WITH RULE 5 OF THE COMPANIES (APPOINTMENT
AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014

In terms of Section 136 of the Act, the Reports and Accounts are being sent to the shareholders excluding the
information required under Rule 5(2) and 5 (3) of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014. Any shareholder interested in obtaining the same may write to the Company Secretary
at [email protected].

The information required pursuant to section 197(12) of the Companies Act, 2013 read with Rule 5 of the
Companies (Appointment and Remuneration of Managerial Personnel ) Rules, 2014, as amended ,has been
provided in Annexure ''IV''

18. NUMBER OF MEETINGS OF THE BOARD

During the year under review, Six Board Meetings were convened and held. The details of which are given in the
Corporate Governance Report. The intervening gap between the Meetings was within the period prescribed
under the Companies Act, 2013.

19. DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the requirements of Section 134 (3) and (5) of the Companies Act, 2013, in respect of Directors''
Responsibility Statement, your Directors'' to the best of their knowledge and ability state that:

a) in the preparation of the Annual Financial Statements for the year ended 31^st March 2023, the applicable
accounting standards have been followed along with the proper explanation relating to material departures;

b) accounting policies as mentioned in Notes to the Financial Statements have been selected and applied
consistently. Further judgments and estimates have been made that are reasonable and prudent so as to
give a true and fair view of the state of affairs of the Company as at 31^st March, 2023 and of the profit of
the Company for the year ended on that date;

c) proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance
with the provisions of the Companies Act, 2013, for safeguarding the assets of the Company and for
preventing and detecting fraud and other irregularities;

d) the Annual Financial Statements have been prepared on a going concern basis;

e) proper internal financial controls were in place and that the financial controls were adequate and were
operating effectively; and

f) proper systems to ensure compliance with the provisions of all applicable laws were in place and were
adequate and operating effectively.

20. A STATEMENT ON DECLARATION GIVEN BY INDEPENDENT DIRECTORS

All Independent Directors have given declarations that they meet the criteria of independence as laid down
under Section 149(6) of the Companies Act, 2013 read with Rule (6) of The Companies (Appointment and
Qualifications) Rules, 2014 and Regulation 16(1)(b) of SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 and also confirmed that they have complied with the Code of Independent Directors prescribed
in Schedule IV of The Companies Act, 2013.

The Company has laid down a Code for the Board of Directors and Senior Management of the Company. The
said Code is available on the website of the Company viz. http://www.bfutilities.com/pdfs/
Code%20of%20Conduct.pdf

All the Board Members and Senior Management Personnel of the Company have affirmed compliance with the
Code of Conduct.

21. COMPANY''S POLICY ON DIRECTORS'' AND KMP''S APPOINTMENT AND REMUNERATION

Director''s appointment and remuneration is done as per the policy for selection and appointment of Directors,
Key Managerial Personnel and Senior Management Personnel and their remuneration. The Nomination &
Remuneration Policy is available on Company''s website http://www.bfutilities.com/pdfs/
Nomination%20and%20Renumeration%20Policv.pdf

22. ACCOUNTS AND AUDIT

a. Statutory Auditors and Audit Report

M/s. G. D. Apte & Co. Chartered Accountant (Firm Registration No.100515W), are the auditors of the
Company and will continue the audit for Financial year 2023-24. The Audit report of M/s. G. D. Apte & Co.
on the Financial Statements of the Company for the Financial Year 2022-23 is a part of the Annual Report.
The Report does not contain any qualification, reservation, adverse remark or disclaimer.

b. Secretarial Auditor and the Audit

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s. SVD & Associates,
Company Secretaries, Pune to undertake the Secretarial Audit of the Company for the year 2022-23.

The Report of the Secretarial Audit is annexed herewith as Annexure ''V'' to this Report. The Secretarial
Audit Reports of material subsidiaries viz. Nandi Infrastructure Corridor Enterprises Limited and Nandi
Highway Developers Limited are enclosed in Annexure ''VI''

Further, as required under Section 204 of the Act and rules thereunder, the Board has appointed M/s. SVD
& Associates, Company Secretaries, Pune, to conduct Secretarial Audit for the financial year 2023-24.

c. Cost Auditor

The maintenance of cost records and Cost Audit Rules are not applicable to the Company.

d. Consolidated Accounts

The Consolidated Accounts for the year ended 31^st March, 2023 are enclosed. Further, a statement
containing the salient features of the financial statements of subsidiaries in the prescribed Form AOC-1 is
appended as Annexure to Note No.37 which forms part of this Report.

The Company will make the said financial statements and related detailed information available upon the
request by any Member of the Company. These financial statements will also be kept open for inspection
at the Registered Office of the Company. Pursuant to the provisions of Section 136 of the Companies Act,
2013, the financial statements of the Company, consolidated financial statements along with relevant
documents and the financial statements of subsidiaries are available on the website of the Company at
http://www.bfutilities.com/Financial%20-%20Results.html & http://www.bfutilities.com/AnnualReports.html

The Company has adopted a Policy for determining Material Subsidiaries in terms of Regulation 16(1)(c) of
the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations'''').
The Policy, as approved by the Board, is uploaded on the Company''s website at http://www.bfutilities.com/
pdfs/Policv%20on%20Material%20Subsidiarv.pdf

e. Reporting of Fraud by auditors

During the year under review, the Statutory Auditors and Secretarial Auditors of the Company have not
reported any instances of frauds committed in the Company by its officers or employees, to the Audit
Committee under Section 143(12) of the Act.

23. EXPLANATION ON COMMENTS ON STATUTORY AUDITORS'' AND SECRETARIAL AUDITORS''
REPORTS

There are no qualifications, reservations or adverse remarks or disclaimers made by M/s. G. D. Apte & Co.,
Statutory Auditors, in their Audit Report on standalone accounts and Consolidated Accounts. M/s. SVD &
Associates, Practicing Company Secretary, in their Secretarial Audit Report have made certain qualifications.
The auditor''s qualifications and Board''s explanation thereto are summarized as under:

Auditors Qualifications	Boards'' explanation
1. Secretarial Audit -
I. As required under respective regulations ofICDR & LODR:
Pursuant to the internal scrutiny, the Company had noticed that two entities ("said entities") that hold an insignificant number of shares in the Company and qualify as "promoter group" under Regulation 2(1)(pp) r/w Regulation 2(1)(zb) of the SEBI ICDR had inadvertently not been classified as such, in the Company''s shareholding pattern as disseminated on stock exchange platforms. The aforesaid inadvertent error has been voluntarily rectified by the Company and accordingly approached SEBI for settlement in terms of the Settlement Regulations. In consideration of the same, the High Powered Advisory Committee of SEBI has directed to pay the settlement of INR 9,27,010/- which was paid by the Company on January 16, 2023 and order was received by the Company on January 24, 2023	On voluntary application by the listed entity, and payment of settlement fee of INR 9,27,010/- on January 16, 2023 the High Powered Advisory Committee of SEBI vide order dated January 24, 2023 has settled the nonÂ¬ compliance with regard to Clause 35 of the erstwhile listing agreement and Regulation 31(4) and 31(1) of SEBI LODR r/w Regulation 2(1)(pp) and 2(1)(zb) of the SEBI ICDR Regulations, 2009.
II. As required under respective regulations of LODR:
(i) The Company has delayed in submission of consolidated financial results along with the standalone results under Regulation 33 of LODR for the quarter and year ended March 31, 2022. Consequently, the Company received notices from BSE Limited (BSE) vide email dated June 07, 2022 and National Stock Exchange of India Limited (NSE) vide letter dated June 29, 2022 imposing a fine of INR. 1,77,000/- and INR. 1,71,100/- respectively. The Company has duly paid the fine imposed.	The Company has taken necessary action for submission of financial results and has paid the fine amount within prescribed time.
(ii)The Company has identified Nandi Highway Developers Limited as its material subsidiary in terms of explanation to sub regulation (1) of Regulation 24 of LODR. However, the Company has not appointed any of its Independent Director on the Board of this unlisted material subsidiary.	The Company is in process of appointing any of its Independent Director on the Board of this unlisted material subsidiary.
III. As per Companies Act, 2013:
E-form CSR -2 for the previous financial that was due to be filed in this financial year has been filed by the Company beyond prescribed time.	The observation is self-explanatory.

24. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENT UNDER SECTION 186

During the year, the Company has not made any investments, other than the Current Investments. The closing
balances of investments which would be covered under Section 186 of the Companies Act, 2013, are disclosed in
the Schedule of Non-Current Investments in the Financial Statements. The details of loans and guarantees, if
any, are disclosed in the financial statement of 2022-23.

25. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES REFERRED TO IN
SUB-SECTION (1) OF SECTION 188 OF THE COMPANIES ACT, 2013

Pursuant to the provisions of Section 134 of the Companies Act, 2013, read with Rule 8 (2) of the Companies
(Accounts) Rules, 2014, the particulars of contracts or arrangements entered into by the Company with Related
Parties have been done at arm''s length and are in the ordinary course of business. Particulars are being provided
in Form AOC - 2 in Annexure ''VII'' Related Party Disclosures as per AS -18 have been provided in to Note No.29
to the Standalone Financial Statements.

The Company has formulated a Policy on Related Party Transactions which is available on the Company''s
website at http://www.bfutilities.com/pdfs/Related%20Partv%20Transactions%20Policv.pdf . All related party
transactions entered into during FY 2022-23 were on arm''s length basis and in the ordinary course of
business.

All transactions with related parties were reviewed and approved by the Audit Committee. Omnibus approval
is obtained for related party transactions which are of repetitive nature and entered in the ordinary course of
business and on an arm''s length basis. A statement giving details of all related party transactions entered
pursuant to omnibus approval so granted is placed before the Audit Committee on a quarterly basis for its
review. The related party transactions entered into pursuant to the omnibus approval so granted are also
reviewed by the internal audit team on a half-yearly basis.

The details of the transactions with related parties are also provided in the accompanying Financial Statements.

26. STATE OF COMPANY''S AFFAIRS

Discussion on state of Company''s affairs has been covered in the Management Discussion and Analysis.

27. AMOUNTS PROPOSED TO BE CARRIED TO RESERVES

Particulars of the amounts proposed to be carried to reserves have been covered as part of the financial
performance of the Company.

28. MATERIAL CHANGES AND COMMITMENTS BETWEEN THE DATE OF THE BALANCE SHEET AND
THE DATE OF REPORT

There have been no material changes and commitments affecting the financial position of the Company which
have occurred between the end of the Financial Year of the Company to which the Financial Statements relate
and the date of the report, except as disclosed elsewhere in this report.

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

Conservation of Energy and Technology Absorption

The particulars relating to conservation of energy, technology absorption, foreign exchange earnings and outgo,
as required to be disclosed under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies
(Accounts) Rules, 2014 are annexed herewith as Annexure ''VIII'' to this report.

30. DIVIDEND DISTRIBUTION POLICY :

In term of Regulations 43A of SEBI Listing Regulations, the Board of Directors of the Company has adopted a
Dividend Distribution Policy which can be accessed on the website of the Company at http://www.bfutilities.com/
pdfs/Dividend%20Distribution%20Policy.pdf

31. RISK MANAGEMENT POLICY

Risk Management at BF Utilities Ltd. forms an integral part of Management focus.

The Risk Management Committee oversees the risk management process in the Company. The RMC is chaired
by an Independent Director and the Chairperson of the Audit Committee is also a member of the RMC.

Some of the risks identified are set out in the Management Discussion and Analysis and this report which forms
part of this Integrated Annual Report.

The Company has in place a mechanism to identify, assess, monitor and mitigate various risks to key business
objectives. Major risks identified are systematically addressed through mitigating actions on a continuing basis.
These are discussed at the meetings of the Audit Committee and the Board of Directors of the Company.

32. CORPORATE SOCIAL RESPONSIBILITY (CSR)

The Corporate Social Responsibility (''CSR'') activities of the Company are governed through the Corporate Social
Responsibility Policy (''CSR Policy'') approved by the Board. The CSR Policy guides in designing CSR activities for
improving quality of life of society and conserving the environment and biodiversity in a sustainable manner.
The CSR Committee of the Board oversees the implementation of CSR Projects in line with the Company''s CSR
Policy. The CSR Policy is available on Company''s website http://www.bfutilities.com/pdfs/
Corporate%20Social%20Responsibilitv%20Policv.pdf

The Annual Report on CSR activities for FY 2022-23 is enclosed as ''Annexure I'' to this Report.

33. PERFORMANCE AND FINANCIAL POSITION OF EACH OF THE SUBSIDIARIES, ASSOCIATES AND
JOINT VENTURE COMPANIES:

The details in prescribed format of ''Form AOC-1'' are given in Annexure ''III''

34. CHANGE IN THE NATURE OF BUSINESS, IF ANY

There has been no change in the nature of business during the Financial Year under review.

35. DETAILS OF DIRECTORS OR KEY MANAGERIAL PERSONNEL WHO WERE APPOINTED OR HAVE
RESIGNED DURING THE YEAR

Directors appointed during the year

Name of Director	Designation	Term of appointment
Mr. B. S. Mitkari	Whole-Time Director	Appointed in AGM dated September 29, 2022 for a period of 3 (Three) years with effect from April 1, 2022 upto March 31, 2025
Mr. Shrikrishna K. Adivarekar	Independent Director	Appointed in AGM dated September 29, 2022 for Second Term of 3 (Three) consecutive years with effect from May 30, 2023 to May 29, 2026

Independent Directors

The Company has received declarations from all the Independent Directors confirming that they meet the
criteria of independence as prescribed under Section 149(6) of the Act and Regulation 16(1)(b) of the SEBI
Listing Regulations and are independent of the management. In terms of Regulation 25(8) of the SEBI Listing
Regulations, they have confirmed that they are not aware of any circumstance or situation, which exist or may
be reasonably anticipated, that could impair or impact their ability to discharge their duties with an objective
independent judgement and without any external influence. The Board of Directors of the Company has taken
on record the declaration and confirmation submitted by the Independent Directors after undertaking due
assessment of the veracity of the same. They are not liable to retire by rotation in terms of Section 149(13) of
the Act.

The Board is of the opinion that the Independent Directors of the Company possess requisite qualifications,
experience and expertise in the fields of technology, strategy, finance, engineering and Law, etc. and that they
hold highest standards of integrity

The Independent Directors of the Company have confirmed that they have enrolled themselves in the Independent
Directors'' Databank maintained with the Indian Institute of Corporate Affairs (''IICA'') in terms of Section 150
of the Act read with Rule 6 of the Companies (Appointment & Qualification of Directors) Rules, 2014. They are
exempt from the requirement to undertake the online proficiency self-assessment test conducted by IICA.

Details of Familiarisation Programme for the Independent Directors are provided separately in the Corporate
Governance Report which forms a part of this Integrated Annual Report.

Key Managerial Personnel (''KMP'')

In terms of the provisions of Section 2(51) and Section 203 of the Act, the following are the KMP of the
Company:

â¢ Mr. B. S. Mitkari CEO / CFO & Company Secretary

Employees designated as Key Managerial Personnel (KMP) during the year
NIL

Directors and KMP''s resigned during the year

None of the Directors and KMPs resigned during the year ended March 31, 2023.

Procedure for Nomination and Appointment of Directors.

The NRC is responsible for developing competency requirements for the Board based on the industry and
strategy of the Company. The Board composition analysis reflects in-depth understanding of the Company,
including its strategies, environment, operations, financial condition and compliance requirements.

The NRC conducts a gap analysis to refresh the Board on a periodic basis, including each time a Director''s
appointment or re-appointment is required. The Committee is also responsible for reviewing the profiles of
potential candidates vis-a-vis the required competencies and meeting the potential candidates, prior to making
recommendations of their nomination to the Board. At the time of appointment, specific requirements for the
position including expert knowledge expected is communicated to the appointee.

The list of core skills, expertise and competencies of the Board of Directors as are required in the context of the
businesses and sectors applicable to the Company are identified by the Board and are available with the Board.
The Company has also mapped each of the skills, expertise and competencies against the names of the Board
Members possessing the same. The same is disclosed in the Corporate Governance Report forming part of this
Integrated Annual Report.

Criteria for determining Qualifications, Positive Attributes and Independence of a Director

The NRC has formulated the criteria for determining qualifications, positive attributes and independence of
Directors in terms of provisions of Section 178(3) of the Act and the SEBI Listing Regulations. The relevant
information has been given in ''Annexure II'' which forms part of this Report. The Policy on Nomination &
Remuneration Policy is available on the website of the Company http://www.bfutilities.com/pdfs/
Nomination%20and%20Renumeration%20Policv.pdf

Board Evaluation

The Board has carried out the annual evaluation of its own performance and that of its Committees and
individual Directors for the year pursuant to the provisions of the Act and the SEBI Listing Regulations.

The performance of the Board and individual Directors was evaluated by the Board after seeking inputs from all
the Directors. The criteria for performance evaluation of the Board included aspects such as Board composition
and structure, effectiveness of Board processes, contribution in the long-term strategic planning, etc. The
performance of the Committees was evaluated by the Board after seeking inputs from the Committee Members.
The criteria for performance evaluation are broadly based on the Guidance Note issued by SEBI on Board
Evaluation which included aspects such as structure and composition of Committees, effectiveness of Committee
Meetings, etc.

The Chairman of the Board had one-on-one meetings with each Independent Director and the Chairman of the
NRC had one-on-one meetings with each Executive and Non-Executive, Non-Independent Directors.

In a separate meeting, the Independent Directors evaluated the performance of Non-Independent Directors
and performance of the Board as a whole including the Chairman of the Board. The NRC reviewed the
performance of the Board, its Committees and of the Individual Directors. The same was discussed in the Board
Meeting that followed the meeting of the Independent Directors and the NRC, at which the feedback received
from the Directors on the performance of the Board and its Committees was also discussed.

The Company follows a practice of addressing each of the observations and suggestions by drawing up an action
plan and monitoring its implementation through the Action Taken Report which is reviewed by the Board of
Directors from time to time.

36. Directors proposed to be appointed and re-appointed at the ensuing Annual General Meeting

1) Mr. B. S. Mitkari (DIN : 03632549 ) retires by rotation at the ensuing Annual General Meeting and being
eligible, offers himself for re-appointment.

2) Re-appointment of Mr. B. N. Kalyani (DIN : 00089380) as Director of the Company

The brief resumes and other details relating to Directors who are proposed to be appointed / re-appointed, as
required to be disclosed under ''Regulations 2015'', form part of the Notes and Statement setting out material
facts annexed to the Notice of the Annual General Meeting.

37. NAMES OF COMPANIES WHICH HAVE BECOME OR CEASED TO BE ITS SUBSIDIARIES, JOINT
VENTURES OR ASSOCIATE COMPANIES DURING THE YEAR

There were no new companies which have become or ceased to be its subsidiaries, joint ventures or associate
companies during the year

38. DETAILS OF DEPOSITS WHICH ARE NOT IN COMPLIANCE WITH THE REQUIREMENTS OF CHAPTER
V OF THE COMPANIES ACT, 2013

The Company has not accepted Public Deposits under chapter V of The Companies Act, 2013.

39. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR
TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY''S OPERATIONS IN FUTURE

The Company has neither received nor is aware of any such order from Regulators, Courts or Tribunals during
the year.

There are no application made or proceeding pending under the Insolvency and Bankruptcy Code, 2016 as at the
end of the financial year, nor has the Company done any one time settlement with any Bank or Financial
Institutions.

40. DISCLOSURE REGARDING MAINTENANCE OF COST RECORDS AS SPECIFIED BY THE CENTRAL
GOVERNMENT UNDER SUB-SECTION (1) OF SECTION 148 OF THE COMPANIES ACT, 2013

The Company is not required to comply with the provisions of Section 148 (1) of the Companies Act, 2013 with
respect to maintenance of cost records.

41. DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO
THE FINANCIAL STATEMENTS

The Company has suitable internal control system comprising of proper checks and balances, policies and
procedures. This includes code of conduct, whistle blower policy, MIS and internal audit mechanism.

The Audit Committee along with Management review the internal audit and internal controls on a regular
basis. The internal audit is conducted by an Independent Chartered Accountant.

The Audit Committee deliberated with the members of the management, considered the systems as laid down
and met the internal audit team and statutory auditors to ascertain, their views on the internal financial control
systems. The Audit Committee satisfied itself as to the adequacy and effectiveness of the internal financial
control system as laid down and kept the Board of Directors informed. However, the Company recognises that
no matter how the internal control framework is, it has inherent limitations and accordingly, periodic audits and
reviews ensure that such systems are updated on regular intervals.

42. COMPOSITION OF BOARD AND AUDIT COMMITTEE

The composition of the Board and Audit Committee has been mentioned in the Corporate Governance Report
forming part of this Report.

43. COMPOSITION OF CSR COMMITTEE

The CSR Committee comprised 3 Members out of which 1 is independent Director. During the year under
review, 1 meeting of the CSR Committee was held, details of which are provided in the Corporate Governance
Report. The CSR Policy is available on the website of the Company at http://www.bfutilities.com/pdfs/
Corporate%20Social%20Responsibilitv%20Policv.pdf. During the year under review, there were no instances
when the recommendations of the CSR Committee were not accepted by the Board.

Since the Company is not satisfying any of the conditions of Section 135(1) of Companies Act, 2013, there is no
CSR obligation on the Company for financial year 2022-23.

44. WHISTLEBLOWER POLICY AND VIGIL MECHANISM

The Company has formulated and implemented the Whistle Blower Policy / Vigil Mechanism. This has provided
a mechanism for directors and employees of the Company and other persons dealing with the Company to
report to the Chairman of the Audit Committee; any instance of unethical behavior, actual or suspected fraud
or violation of the Company''s Code of Conduct. The aforesaid policy has also been uploaded on the Company''s
website http://www.bfutilities.com/pdfs/Whisle%20Blower%20Policy.pdf

45. CASH FLOW

A Cash Flow Statement for the year ended 31^st March 2023 is attached to the Balance Sheet.

46. CORPORATE GOVERNANCE

A report on the Corporate Governance, along with the certificate of compliance from the Auditors, forms part
of the Annual Report. The Chief Executive Officer and the Chief Financial Officer and Company Secretary of the
Company have certified to the Board on financial statements and other matters in accordance with the Regulation
17 (8) of the Listing Regulations pertaining to CEO/CFO certification for the financial year ended March 31, 2023.

47. OBLIGATION OF COMPANY UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
(PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

In terms of provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal)
Act, 2013, the Company has formulated a Policy to prevent Sexual Harassment of Women at Workplace. During
the year under review, there were no cases filed pursuant to the Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013. No cases were pending at the beginning of the year and no
complaint was pending at the end of the financial year.

The Company has constituted Internal Complaints Committee under the POSH Act and during the year under
review, no complaints were received by the Committee

48. SECRETARIAL STANDARDS

During the year under review, the Company has complied with Secretarial Standards issued by The Institute of
Company Secretaries of India and approved by the Central Government under Section 118(10) of the Companies
Act, 2013, to the extent applicable.

49. CERTIFICATE FROM PRACTICING COMPANY SECRETARY:

The Company has received a certificate from Mr. Sunny Warghade, Company Secretary confirming that none of
the Directors on the Board of the Company have been debarred or disqualified by MCA or SEBI or any such
statutory authority from being appointed / continuing as Director and the same is appended as Annexure ''IX''
to the Directors'' Report.

50. ANNUAL RETURN

Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, the Annual Return as on March 31, 2023 is
available on the Company''s website at http://www.bfutilities.com/pdfs/Annual%20Return%20(MGT%20-
7) 31032023.pdf

51. ACKNOWLEDGMENT

Your Directors wish to place on record, their appreciation for the contribution made and support provided to
the Company by the shareholders, employees and bankers, during the year under the report.

For and on behalf of the Board of Directors
For BF Utilities Limited

B.N. Kalyani B.S. Mitkari

Chairman CEO / CFO / Company

Pune Secretary

August 11, 2023 DIN:00089380 DIN:03632549

Mar 31, 2018

To,

The Members,

The Directors have pleasure in presenting their Eighteenth Annual Report on the business and operations of the Company together with Audited Statement of Accounts for the year ended 31^st March, 2018.

1. FINANCIAL PERFORMANCE :

(Rs. in Million)

Particulars	Standalone
	Financial Year 2017-18	Financial Year 2016-17
Total Income	329.44	253.74
Total Expenditure	187.00	171.21
Profit for the year before taxation	142.44	82.53
Provision for tax (including Deferred Tax)	(12.67)	9.25
Profit for the year before taxation	155.11	73.28
Adjustments / Excess / (short) for taxation and tax payments	3.11	(0.26)
Profit attributable to Equity holder	158.22	73.02
Items of other comprehensive income (net of Tax)	1.19	1.00
Total	159.41	74.02
Balance of profit / (Loss) from previous year	661.35	587.33
Balance available for appropriation	820.76	661.35
Appropriations	-	-
Surplus retained in statement of profit and loss	820.76	661.35

2. SHARE CAPITAL

The paid-up Equity Share Capital as on 31^st March, 2018 stood at Rs.188.34 Million. During the year under review, the Company has not issued shares with differential voting rights nor has granted any stock options or sweat equity. As on 31^st March, 2018, none of the Directors of the Company hold instruments convertible into equity shares of the Company.

3. DIVIDEND

Your Directors do not recommend any dividend on the equity shares for the year ended 31^st March, 2018.

4. COMPANY PERFORMANCE

During the Financial Year under review, your Company earned total income of Rs.32.94 Crores (previous years Rs.25.37 Crores). The net Profit after tax is Rs.15.51 Crores (previous yearâs profit of Rs.7.33 Crores).

5. OPERATIONS OF THE COMPANY

The operations at Wind Farm site were affected due to disputes with service provider. The management has operationalised part of the wind farm with the help of other service provider. Despite such problems, the Company was able to generate 12.46 Million (Net) Units of power.

5. HUMAN RESOURCES

As on 31^st March, 2018, the Company has 9 employees. The relations with Companyâs employees are cordial.

7. CONCERNS AND THREATS

- The Company operates in a highly regulated environment. Any change in Government Policies will adversely affect the operations of the Company.

- The Company depends on the service provider for operations and maintenance of Wind Turbines. Certain litigations against the service providers are pending before the judicial / quasi judicial authorities. Unfavourable outcome of these litigations or disputes with service provider will adversely affect our operations.

8. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has adequate internal control systems to ensure operational efficiency and accuracy in financial reporting and compliance of various laws and regulations.

The internal control system is supported by the internal audit process. The internal audit is conducted by a Chartered Accountant in practice. The Audit Committee of the Board reviews the Internal Audit process and the adequacy and effectiveness of internal audit and controls periodically.

9. CAUTIONARY STATEMENT

Statements in this Report, particularly those which relate to Management Discussion and Analysis, describing the Companyâs objectives, projections, estimates and expectations may constitute âforward looking statementsâ within the meaning of applicable laws and regulations. Actual results might differ materially from those either expressed or implied.

10.SUBSIDIARY COMPANIES

The Company has four subsidiary companies as on 31^st March, 2018.

The details are given in Annexure âIâ

11. PARTICULARS OF INFORMATION FORMING PART OF THE BOARDâS REPORT PURSUANT TO SECTION 134 OF THE COMPANIES ACT, 2013, RULE 8 OF THE COMPANIES (ACCOUNTS) RULES, 2014 AND RULE 5 OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014

The details are given in Annexure âIIâ

12 EXTRACT OF ANNUAL RETURN

The details forming part of the extract of Annual Return in Form MGT - 9 is annexed herewith as Annexure âIIIâ to this Report.

13. NUMBER OF MEETINGS OF THE BOARD

During the year under review, five Board Meetings were convened and held. The details of which are given in the Corporate Governance Report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013 and the Securities Exchange Board of India (Listing Obligations & Disclosure Requirements), Regulations 2015 hereinafter called âRegulations, 2015â.

14. DIRECTORSâ RESPONSIBILITY STATEMENT

Pursuant to the requirements of Section 134(5) of the Companies Act, 2013, in respect of Directorsâ Responsibility Statement, your Directorsâ state that:

a) in the preparation of the Annual Financial Statements for the year ended 31^st March 2018, the applicable accounting standards have been followed along with the proper explanation relating to material departures;

b) accounting policies as mentioned in Note - 1 to the Financial Statements have been selected and applied consistently. Further judgments and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31^st March, 2018 and of the profit of the Company for the year ended on that date;

c) proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) the Annual Financial Statements have been prepared on a going concern basis;

e) proper internal financial controls were in place and that the financial controls were adequate and were operating effectively; and

f) proper systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively.

15. A STATEMENT ON DECLARATION GIVEN BY INDEPENDENT DIRECTORS

All Independent Directors have given declarations that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and âRegulations 2015â.

16.COMPANYâS POLICY ON DIRECTORSâ AND KMPâS APPOINTMENT AND REMUNERATION

Directorâs appointment and remuneration is done as per the policy for selection and appointment of Directors, Key Managerial Personnel and Senior Management Personnel and their remuneration. The policy is appended as Annexure âIVâ to this Report.

17.ACCOUNTS AND AUDIT

a. Statutory Auditors

M/s. Joshi Apte & Co., Chartered Accountant, Pune (Firm Registration No.104370W), are the auditors of the Company and will continue the audit for Financial year 2018-19.

b. 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. SVD & Associates, Company Secretaries, to undertake the Secretarial Audit of the Company. The Report of the Secretarial Audit is annexed herewith as Annexure âVâ to this Report.

c. CONSOLIDATED ACCOUNTS

The Consolidated Accounts of the Company, with its subsidiaries for the year ended 31^st March, 2018 are enclosed.

18. EXPLANATION ON COMMENTS ON STATUTORY AUDITORSâ AND SECRETARIAL AUDITORSâ REPORTS

There are no qualifications, reservations or adverse remarks or disclaimers made by M/s. Joshi Apte & Co., Statutory Auditors, in their Audit Report on standalone accounts. M/s. SVD & Associates, Practicing Company Secretary, in their Secretarial Audit Report have made certain qualifications. The auditorâs qualifications and Boards explanation thereto are summarized as under:

19. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENT UNDER SECTION 186

During the year, the Company has not made any investments, other than the Current Investments. The closing balances of investments which would be covered under Section 186 of the Companies Act, 2013, are disclosed in the Schedule of Non-Current Investments in the Financial Statements. The company has not granted any loans and issued corporate guarantees during the year.

20. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES REFERRED TO IN SUB-SECTION (1) OF SECTION 188 OF THE COMPANIES ACT, 2013

Pursuant to the provisions of Section 134 of the Companies Act, 2013, read with Rule 8 (2) of the Companies (Accounts) Rules, 2014, the particulars of contracts or arrangements entered into by the Company with Related Parties have been done at armâs length and are in the ordinary course of business. Particulars are being provided in Form AOC- 2 in Annexure âVIâ Related Party Disclosures as per AS -18 have been provided in to Note No.26 to the Financial Statements.

21. STATE OF COMPANYâS AFFAIRS

Discussion on state of Companyâs affairs has been covered in the Management Discussion and Analysis.

22.AMOUNTS PROPOSED TO BE CARRIED TO RESERVES

Particulars of the amounts proposed to be carried to reserves have been covered as part of the financial performance of the Company.

23.MATERIAL CHANGES AND COMMITMENTS BETWEEN THE DATE OF THE BALANCE SHEET AND THE DATE OF REPORT

There have been no material changes and commitments affecting the financial position of the Company which have occurred between the end of the Financial Year of the Company to which the Financial Statements relate and the date of the report, except as disclosed elsewhere in this report.

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

Conservation of Energy and Technology Absorption

The particulars relating to conservation of energy, technology absorption, foreign exchange earnings and outgo, as required to be disclosed under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 are annexed herewith as Annexure âVIIâ to this report.

25. RISK MANAGEMENT POLICY

The Company has in place a mechanism to identify, assess, monitor and mitigate various risks to key business objectives. Major risks identified are systematically addressed through mitigating actions on a continuing basis. These are discussed at the meetings of the Audit Committee and the Board of Directors of the Company.

26. CORPORATE SOCIAL RESPONSIBILITY (CSR)

The Company has constituted a Corporate Social Responsibility (CSR) Committee in accordance with Section 135 of the Companies Act, 2013. The details of the CSR Policy and initiatives taken by the Company towards CSR during the year are annexed as Annexure âVIIIâ to this Report.

27. BOARD EVALUATION

Pursuant to provisions of the Companies Act, 2013, Rules thereunder and âRegulations 2015â, the Board has carried out evaluation of its own performance and that of its Committees and individual Directors.

28. PERFORMANCE AND FINANCIAL POSITION OF EACH OF THE SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE COMPANIES:

The details are given in Annexure âIâ

29. CHANGE IN THE NATURE OF BUSINESS, IF ANY

There has been no change in the nature of business during the Financial Year under review.

30. DETAILS OF DIRECTORS OR KEY MANAGERIAL PERSONNEL WHO WERE APPOINTED OR HAVE RESIGNED DURING THE YEAR

Directors appointed during the year

Name of Director	Designation	Term of appointment
Mr. A. B. Kalyani	Director	Re-appointed with effect from 6^th November, 2017, subject to retirement by rotation

The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed both under sub section (6) of Section 149 of the Companies Act, 2013 and âRegulations 2015â.

31. Employees designated as Key Managerial Personnel (KMP) during the year

NIL

32. Directors and KMPâs resigned during the year

None of the Directors and KMPs resigned during the year ended 31^st March, 2018.

33. Directors proposed to be appointed and reappointed at the ensuing Annual General Meeting

1) Mr. B. N. Kalyani (DIN : 00089380) retires by rotation at the ensuing Annual General Meeting and being eligible, offers himself for reappointment.

2) Mr. S. K. Adivarekar (DIN : 06928271) was appointed as Independent Director by the Board on 30^th May, 2018, subject to the approval of members in the ensuing Annual General Meeting. A resolution to consider and approve his appointment is included in the Notice of 18^th Annual General Meeting.

3) Mr. B. B. Hattarki (DIN : 00145710) has completed the age of 75 years. As per Securities and Exchange Board of India (SEBI) (Listing Obligations and Disclosure Requirements) (Amendment) Regulations, 2018 members approval is sought for his reappointment by way special resolution in the 18^th Annual General Meeting.

The brief resumes and other details relating to Directors who are proposed to be re-appointed, as required to be disclosed under âRegulations 2015â, form part of the Notes and Statement setting out material facts annexed to the Notice of the Annual General Meeting.

34. NAMES OF COMPANIES WHICH HAVE BECOME OR CEASED TO BE ITS SUBSIDIARIES, JOINT VENTURES OR ASSOCIATE COMPANIES DURING THE YEAR

N.A.

35. DETAILS OF DEPOSITS WHICH ARE NOT IN COMPLIANCE WITH THE REQUIREMENTS OF CHAPTER V OF THE COMPANIES ACT, 2013

None.

36. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANYâS OPERATIONS IN FUTURE

The Company has neither received nor is aware of any such order from Regulators, Courts or Tribunals during the year.

37. DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS

The Company has suitable internal control system comprising of proper checks and balances, policies and procedures. This includes code of conduct, whistle blower policy, MIS and internal audit mechanism.

The Audit Committee along with Management review the internal audit and internal controls on a regular basis.

38. COMPOSITION OF AUDIT COMMITTEE

The composition of the Audit Committee has been mentioned in the Corporate Governance Report annexed to this Report.

39.VIGIL MECHANISM

The Company has formulated and implemented the Whistle Blower Policy / Vigil Mechanism. This has provided a mechanism for directors and employees of the Company and other persons dealing with the Company to report to the Chairman of the Audit Committee; any instance of unethical behavior, actual or suspected fraud or violation of the Companyâs code of conduct. The aforesaid policy has also been uploaded on the Companyâs website.

40. CASH FLOW

A Cash Flow Statement for the year ended 31^st March 2018 is attached to the Balance Sheet.

41.CORPORATE GOVERNANCE

A report on the Corporate Governance, along with the certificate of compliance from the Auditors, forms part of the Annual Report.

42.OBLIGATION OF COMPANY UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

In terms of provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, the Company has formulated a Policy to prevent Sexual Harassment of Women at Workplace. During the year under review, there were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

43.ACKNOWLEDGMENTS

Your Directors wish to place on record, their appreciation for the contribution made and support provided to the Company by the shareholders, employees and bankers, during the year under the report.

For and on behalf of the Board of Directors

For BF Utilities Limited

B.B. Hattarki A.B. Kalyani

Pune Director Director

20^th July, 2018 DIN:00145710 DIN:00089430

Mar 31, 2017

DIRECTORS'' REPORT

FOR THE YEAR ENDED 31^st March, 2017 To,

The Members,

The Directors have pleasure in presenting their Seventeenth Annual Report on the business and operations of the Company together with Audited Statement of Accounts for the year ended 31^st March, 2017 (To fall in line with the provisions of the Companies Act, 2013, the Company had closed previous financial year for a period from 1^st October, 2015 to 31^st March, 2016.)

1. FINANCIAL PERFORMANCE

(Rs. in Millions)

Particulars Year ₃₁st	ended March, 2017	Year ended 31^st March, 2016
Total Income	214.43	52.50
Total Expenditure	131.27	59.83
Profit before taxation	83.16	(7.33)
Provision for tax (including Deferred Tax)	9.41	2.77
Net Profit / (Loss)	73.75	(10.10)
Adjustments relating to earlier years : Excess provision for taxation and tax payments	(0.26)
Balance of Profit/(Loss) from previous year	585.70	595.80
Add Profit for the year	73.49	(10.10)
Balance available for appropriation	659.19	585.70
Appropriations :	Nil	Nil
Balance carried to Balance Sheet	659.19	585.70

2. SHARE CAPITAL

The paid-up Equity Share Capital as on 31^st March, 2017 stood at Rs.188.34 Million. During the year under review, the Company has not issued shares with differential voting rights nor has granted any stock options or sweat equity. As on 31^st March, 2017, none of the Directors of the Company hold instruments convertible into equity shares of the Company.

3. DIVIDEND

Your Directors do not recommend any dividend on the equity shares for the year ended 31^st March, 2017.

4. MANAGEMENT DISCUSSION AND ANALYSIS

A separate chapter on Management Discussion and Analysis is attached hereto and forms part of this report

5. COMPANY PERFORMANCE

During the Financial Year under review, your

Company earned total income of Rs.21.44 Crores (previous years Rs.5.25 Crores). The net Profit / Loss after tax is Rs.7.34 Crores (previous year''s Loss of Rs.1.01 Crores). These numbers are not comparable since, the previous financial year is for a period of six months.

6. OPERATIONS OF THE COMPANY

The operations at Wind Farm site were affected due to labour problems and some other local issues. Despite such problems, the Company was able to generate 24.47 Million (Net) Units of power.

7. HUMAN RESOURCES

As on 31^st March, 2017, the Company has 9 employees. The relations with Company''s employees are cordial.

8. CONCERNS AND THREATS

- The Company operates in a highly regulated environment. Any change in Government Policies will adversely affect the operations of the Company.

- The Company depends on the service provider for operations and maintenance of Wind Turbines. Certain litigations against the service providers are pending before the judicial / quasi judicial authorities. Unfavorable outcome of these litigations will adversely affect our operations.

9. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has adequate internal control systems to ensure operational efficiency and accuracy in financial reporting and compliance of various laws and regulations.

The internal control system is supported by the internal audit process. The internal audit is conducted by a Chartered Accountant in practice. The Audit Committee of the Board reviews the Internal Audit process and the adequacy and effectiveness of internal audit and controls periodically.

10. CAUTIONARY STATEMENT

Statements in this Report, particularly those which relate to Management Discussion and Analysis, describing the Company''s objectives, projections, estimates and expectations may constitute "forward looking statements" within the meaning of applicable laws and regulations. Actual results might differ materially from those either expressed or implied.

1 1 .SUBSIDIARY COMPANIES

The Company has four subsidiary companies as on 31^st March, 2017.

The details are given in Annexure ''I''

12. PARTICULARS OF INFORMATION FORMING PART OF THE BOARD''S REPORT PURSUANT TO SECTION 134 OF THE COMPANIES ACT, 2013, RULE 8 OF THE COMPANIES (ACCOUNTS)

RULES, 2014 AND RULE 5 OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014

The details are given in Annexure ''II''

13. EXTRACT OF ANNUAL RETURN

The details forming part of the extract of Annual Return in Form MGT - 9 is annexed herewith as Annexure ''III'' to this Report.

1 4. NUMBER OF MEETINGS OF THE BOARD

During the year under review, four Board Meetings were convened and held. The details of which are given in the Corporate Governance Report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013 and the Securities Exchange Board of India (Listing Obligations & Disclosure Requirements), Regulations 2015 hereinafter called "Regulations, 2015".

1 5. DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the requirements of Section 134(5) of the Companies Act, 2013, in respect of Directors'' Responsibility Statement, your Directors'' state that:

a) in the preparation of the Annual Financial Statements for the year ended 31^st March 2017, the applicable accounting standards have been followed along with the proper explanation relating to material departures;

b) accounting policies as mentioned in Note - 1 to the Financial Statements have been selected and applied consistently. Further judgments and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31^st March, 2017 and of the profit of the Company for the year ended on that date;

c) proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) the Annual Financial Statements have been prepared on a going concern basis;

e) proper internal financial controls were in place and that the financial controls were adequate and were operating effectively; and

f) proper systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively.

16. A STATEMENT ON DECLARATION GIVEN BY INDEPENDENT DIRECTORS

All Independent Directors have given declarations that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and ''Regulations 2015''.

17.COMPANY''S POLICY ON DIRECTORS'' AND KMP''S APPOINTMENT AND REMUNERATION

Director''s appointment and remuneration is done as per the policy for selection and appointment of Directors, Key Managerial Personnel and Senior Management Personnel and their remuneration. The policy is appended as Annexure ''IV'' to this Report.

18.ACCOUNTS AND AUDIT

a. Statutory Auditors

The Board of Directors has recommended reappointment of M/s. Joshi Apte & Co., Chartered Accountant, Pune (Firm Registration No.104370W), as Statutory Auditors of the Company for a period of four (4) years from the conclusion of ensuing Annual General Meeting (AGM) till the conclusion of 21^st AGM.

b. 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. SVD & Associates, Company Secretaries (Membership No. FCS 1321 CP No. 965), to undertake the Secretarial Audit of the Company. The Report of the Secretarial Audit is annexed herewith as Annexure ''V'' to this Report.

c. CONSOLIDATED ACCOUNTS

The Consolidated Accounts of the Company, with its subsidiaries for the year ended 31^st March, 2017 are enclosed. The Auditors, in their report have qualified the Consolidated Accounts. The Boards explanation to the same is enclosed below.

19. EXPLANATION ON COMMENTS ON STATUTORY AUDITORS'' AND SECRETARIAL AUDITORS'' REPORTS

There are no qualifications, reservations or adverse remarks or disclaimers made by M/s. Joshi Apte & Co., Statutory Auditors, in their Audit Report on standalone accounts. However they have qualified the Consolidated Accounts. M/s. SVD & Associates, Practicing Company Secretary, in their Secretarial Audit Report have made certain qualifications. The auditor''s qualifications and Boards explanation thereto are summarized as under:

Auditors Qualifications		Boards'' explanation
A)	Financial Audit - Consolidated Financial Statements Basis of Qualified Opinion
1.	Based on the audit procedures carried out by us, the work	The Company has requested the Managements of NHDL and
	of the other auditors'' of Nandi Highway Developers Limited (NHDL) and Nandi Infrastructure Corridor Enterprise Limited (NICE) cannot be used with respect to certain required statutory disclosures in their respective audited financial statements; and since we have not been able to perform sufficient additional procedures regarding the financial information of the component audited by the other auditors'', we qualify our opinion and we are unable to quantify the effect of the inadequate disclosures on the Consolidated Financial Statements of the Company with respect to NHDL and NICE.	NICE to take appropriate corrective measures.
2.	As stated in Note No. 36 C, Nandi Economic Corridor	Nandi Economic Corridor Enterprises Limited (NECE) has
	Enterprises Limited (NECE) has advanced an amount	advanced an amount aggregating to Rs. 1,227,682,883 as on
	aggregating to Rs. 1,227,682,883 as on 31 March 2017 (Rs.	31 March 2017 (Rs. 1,227,243,251 as at 31 March 2016) to
	1,227,243,251 as at 31 March 2016) to Nandi Engineering	Nandi Engineering Limited (NEL) for carring out the
	Limited (NEL) for carring out the development of toll roads	development of toll roads and townships and has given Inter
	and townships and has given Inter-corporate deposits of	corporate deposits of Rs. 58,250,000 as on 31 March 2017 (Rs.
	Rs. 58,250,000 as on 31 March 2017 (Rs. 98,422,294 as at 31	98,422,294 as at 31 March 2016) to NEL (including interest
	March 2016) to NEL (including interest accrued but not	accrued but not due thereon of Rs. Nil as on 31 March 2017
	due thereon of Rs. Nil as on 31 March 2017 (As at 31 March	(As at 31 March 2016 Rs. 11,678,748). These have been
	2016 Rs. 11,678,748). These have been considered as good	considered as good and recoverable by the Management of
	and recoverable by the Management of NECE based on	NECE based on the future additional work expected to be
	the future additional work expected to be contracted to	contracted to NEL once NECE receives / acquires the requisite
	NEL. In the absence of sufficient appropriate audit evidence to assess the recoverability of these advances and interoperate deposits, we are unable to form an opinion on the recoverability of the carrying value of these balances and consequent adjustment that may be required on the consolidated financial statements. This matter was also qualified in our report on the consolidated financial statements for the year/period ended March 31,2016. Qualified Opinion In our opinion and to the best of our information and according to the explanations given to us, except for the possible effects of the matters described in the Basis for Qualified Opinion paragraph, the consolidated financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting standards and accounting principles generally accepted in India	land parcels.
B)	Secretarial Audit -
1.	The Company has failed to file Consolidated financial	Nandi Highway Developers Ltd. (NHDL), Nandi Infrastructure
	results of the Company within 60 days of the close of the	Corridor Enterprises Ltd. (NICE) and Nandi Economic Corridor
	Financial year with the Stock Exchange as required under	Enterprises Ltd. (NECE), which are the subsidiaries of the
	Regulation 33 of SEBI (Listing Obligations and Disclosure	Company, were in the process of finalizing their accounts for
	Requirements) Regulations, 2015.	the financial year ended 31^st March, 2017 and hence, they had not submitted the said audited financials to the Company, within the stipulated time.. However subsequently the Company has prepared consolidated financials, after the audited accounts of all the above mentioned subsidiaries were made available to the Company and filed with the Stock Exchanges.
2.	The Company has not expended any amount for	The Corporate Social Responsibility (CSR) Committee is
	Corporate Social Responsibility activities as per Section 135	examining various areas, especially on education for CSR
	of the Act for the year 2016-17.	spend. The amount will be spent as per CSR Committees recommendations.
3.	Minutes of subsidiary companies were not placed before the Board Meeting of the Company as required under Regulation 24 SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015	Will be placed before the Board in future.

20. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENT UNDER SECTION 186

During the year, the Company has not made any investments, other than the Current Investments. The closing balances of investments which would be covered under Section 186 of the Companies Act, 2013, are disclosed in the Schedule of Non-Current Investments in the Financial Statements. The company has not granted any loans and issued corporate guarantees during the year.

21. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES REFERRED TO IN SUB-SECTION (1) OF SECTION 188 OF THE COMPANIES ACT, 2013

Pursuant to the provisions of Section 134 of the Companies Act, 2013, read with Rule 8 (2) of the Companies (Accounts) Rules, 2014, the particulars of contracts or arrangements entered into by the Company with Related Parties have been done at arm''s length and are in the ordinary course of business. Particulars are being provided in Form AOC

- 2 in Annexure ''VI'' Related Party Disclosures as per AS -18 have been provided in to Note No.31 to the Financial Statements.

22. STATE OF COMPANY''S AFFAIRS

Discussion on state of Company''s affairs has been covered in the Management Discussion and Analysis.

23.AMOUNTS PROPOSED TO BE CARRIED TO RESERVES

Particulars of the amounts proposed to be carried to reserves have been covered as part of the financial performance of the Company.

24. MATERIAL CHANGES AND COMMITMENTS BETWEEN THE DATE OF THE BALANCE SHEET AND THE DATE OF REPORT

There have been no material changes and commitments affecting the financial position of the Company which have occurred between the end of the Financial Year of the Company to which the Financial Statements relate and the date of the report, except as disclosed elsewhere in this report.

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

Conservation of Energy and Technology Absorption

The particulars relating to conservation of energy, technology absorption, foreign exchange earnings and outgo, as required to be disclosed under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 are annexed herewith as Annexure ''VII'' to this report.

26. RISK MANAGEMENT POLICY

The Company has in place a mechanism to identify, assess, monitor and mitigate various risks to key business objectives. Major risks identified are systematically addressed through mitigating actions on a continuing basis. These are discussed at the meetings of the Audit Committee and the Board of Directors of the Company.

27. CORPORATE SOCIAL RESPONSIBILITY (CSR)

28. BOARD EVALUATION

Pursuant to provisions of the Companies Act, 2013, Rules there under and ''Regulations 2015'', the Board has carried out evaluation of its own performance and that of its Committees and individual Directors.

29. PERFORMANCE AND FINANCIAL POSITION OF EACH OF THE SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE COMPANIES:

The details are given in Annexure ''I''

30. CHANGE IN THE NATURE OF BUSINESS, IF ANY

There has been no change in the nature of business during the Financial Year under review.

31. DETAILS OF DIRECTORS OR KEY MANAGERIAL PERSONNEL WHO WERE APPOINTED OR HAVE RESIGNED DURING THE YEAR

Directors appointed during the year

Name of Director	Designation	Term of appointment
Mr. B. N. Kalyani	Director	Re-appointed with effect from 30^th September, 2016, subject to retirement by rotation

32. Employees designated as Key Managerial Personnel (KMP) during the year

NIL

33. Directors and KMP''s resigned during the year

None of the Directors and KMPs resigned during the year ended 31^st March, 2017.

34. Directors proposed to be re-appointed at the ensuing Annual General Meeting

Mr. A. B. Kalyani retires by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment.

The brief resumes and other details relating to Director who is proposed to be re-appointed, as required to be disclosed under ''Regulations 2015'', form part of the Notes and Statement setting out material facts annexed to the Notice of the Annual General Meeting.

35. NAMES OF COMPANIES WHICH HAVE BECOME OR CEASED TO BE ITS SUBSIDIARIES, JOINT VENTURES OR ASSOCIATE COMPANIES DURING THE YEAR

N.A.

36. DETAILS OF DEPOSITS WHICH ARE NOT IN COMPLIANCE WITH THE REQUIREMENTS OF CHAPTER V OF THE COMPANIES ACT, 2013

None.

37. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY''S OPERATIONS IN FUTURE

The Company has neither received nor is aware of any such order from Regulators, Courts or Tribunals during the year.

38. DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS

The Company has suitable internal control system comprising of proper checks and balances, policies and procedures. This includes code of conduct, whistle blower policy, MIS and internal audit mechanism.

The Audit Committee along with Management review the internal audit and internal controls on a regular basis.

39.COMPOSITION OF AUDIT COMMITTEE

The composition of the Audit Committee has been mentioned in the Corporate Governance Report annexed to this Report.

40.VIGIL MECHANISM

The Company has formulated and implemented the Whistle Blower Policy / Vigil Mechanism. This has provided a mechanism for directors and employees of the Company and other persons dealing with the Company to report to the Chairman of the Audit Committee; any instance of unethical behavior, actual or suspected fraud or violation of the Company''s code of conduct. The aforesaid policy has also been uploaded on the Company''s website.

41.CASH FLOW

A Cash Flow Statement for the year ended 31^st March 2017 is attached to the Balance Sheet.

42.CORPORATE GOVERNANCE

A report on the Corporate Governance, along with the certificate of compliance from the Auditors, forms part of the Annual Report.

43.OBLIGATION OF COMPANY UNDER THE

SEXUAL HARASSMENT OF WOMEN AT

WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

In terms of provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, the Company has formulated a Policy to prevent Sexual Harassment of Women at Workplace. During the year under review, there were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

44.ACKNOWLEDGMENTS

Your Directors wish to place on record, their appreciation for the contribution made and support provided to the Company by the shareholders, employees and bankers, during the year under the report.

For and on behalf of the Board of Directors

For BF Utilities Limited

B.B. Hattarki S.S. Vaidya Pune

Director Director

2^nd September, 2017 DIN:00145710 DIN:00024245

Mar 31, 2016

FOR THE YEAR ENDED 31^st MARCH, 2016 To,

The Members,

The Directors have pleasure in presenting their Sixteenth Annual Report on the business and operations of the Company together with Audited Statement of Accounts for the year ended 31^st March, 2016. To fall in line with the provisions of the Companies Act, 2013, the Company has closed current financial year for a period from 1^st October, 2015 to 31^st March, 2016.

1. FINANCIAL PERFORMANCE :

(Rs. in Millions)

Particulars	Year ended 31^st March, 2016	Year ended 30^th Sept., 2015
Total Income	52.50	192.75
Total Expenditure	59.83	190.22
Profit before taxation	(7.33)	2.53
Exceptional Item : Sale of Investments	-	40.40
Provision for tax (including Deferred Tax)	2.77	2.33
Net Profit / (Loss)	(10.10)	40.60
Adjustments relating to earlier years : Excess provision for taxation and tax payments		12.53
Balance of Profit/(Loss) from previous year	595.80	542.67
Add Profit for the year	(10.10)	53.13
Balance available for appropriation	585.70	595.80
Appropriations :	Nil	NIL
Balance carried to Balance Sheet	585.70	595.80

2. SHARE CAPITAL

The paid-up Equity Share Capital as on 31^st March, 2016 stood at Rs.188.33 Million. During the year under review, the Company has not issued shares with differential voting rights nor has granted any stock options or sweat equity. As on 31^st March, 2016, none of the Directors of the Company hold instruments convertible into equity shares of the Company.

3. DIVIDEND

Your Directors do not recommend any dividend on the equity shares for the year ended 31^st March, 2016.

4. MANAGEMENT DISCUSSION AND ANALYSIS

A separate chapter on Management Discussion and Analysis is attached hereto and forms part of this report.

5. COMPANY PERFORMANCE

During the Financial Year under review, your Company earned total income of Rs.5.25 Crores (previous years Rs.19.27 Crores). The net Loss after tax is Rs.1.01 Crores (previous year''s Profit of Rs.4.06 Crores). These numbers are not comparable since, the current financial year is for a period of six months.

6. OPERATIONS OF THE COMPANY

The operations at Wind Farm site were affected due to labour problems and some other local issues. Despite such problems, the Company was able to generate 5.78 Million (Net) Units of power.

7. HUMAN RESOURCES

As on 31^st March, 2016, the Company has 9 employees. The relations with Company''s employees are cordial.

8. CONCERNS AND THREATS

- The Company operates in a highly regulated environment. Any change in Government Policies will adversely affect the operations of the Company.

- The Company depends on the service provider for operations and maintenance of Wind Turbines. Certain litigations against the service providers are pending before the judicial / quasi judicial authorities. Unfavorable outcome of these litigations will adversely affect our operations.

9. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has adequate internal control systems to ensure operational efficiency and accuracy in financial reporting and compliance of various laws and regulations.

The internal control system is supported by the internal audit process. The internal audit is conducted by a Chartered Accountant in practice. The Audit Committee of the Board reviews the Internal Audit process and the adequacy and effectiveness of internal audit and controls periodically.

10. CAUTIONARY STATEMENT

Statements in this Report, particularly those which relate to Management Discussion and Analysis, describing the Company''s objectives, projections, estimates and expectations may constitute "forward looking statements" within the meaning of applicable laws and regulations. Actual results might differ materially from those either expressed or implied.

1 1 .SUBSIDIARY COMPANIES

Apical Resources Private Limited has become a wholly owned subsidiary during the year ended 31^st March, 2016. With this, the Company has four subsidiary companies as on 31^st March, 2016.

The details are given in Annexure ''I''

12. PARTICULARS OF INFORMATION FORMING PART OF THE BOARD''S REPORT PURSUANT TO SECTION 134 OF THE COMPANIES ACT, 2013, RULE 8 OF THE COMPANIES (ACCOUNTS) RULES, 2014 AND RULE 5 OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014

The details are given in Annexure ''II''

13. EXTRACT OF ANNUAL RETURN

The details forming part of the extract of Annual Return in Form MGT - 9 is annexed herewith as Annexure ''III'' to this Report.

1 4. NUMBER OF MEETINGS OF THE BOARD

During the year under review, three Board Meetings were convened and held. The details of which are given in the Corporate Governance Report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013 and the Securities Exchange Board of India (Listing Obligations & Disclosure Requirements), Regulations 2015 hereinafter called "Regulations, 2015".

1 5. DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the requirements of Section 134(5) of the Companies Act, 2013, in respect of Directors'' Responsibility Statement, your Directors'' state that:

a) in the preparation of the Annual Financial Statements for the year ended 31^st March 2016, the applicable accounting standards have been followed along with the proper explanation relating to material departures;

b) accounting policies as mentioned in Note - 1 to the Financial Statements have been selected and applied consistently. Further judgments and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31^st March, 2016 and of the profit of the Company for the year ended on that date;

c) proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) the Annual Financial Statements have been prepared on a going concern basis;

e) proper internal financial controls were in place and that the financial controls were adequate and were operating effectively; and

f) proper systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively.

16. A STATEMENT ON DECLARATION GIVEN BY INDEPENDENT DIRECTORS

All Independent Directors have given declarations that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and ''Regulations 2015''.

17.COMPANY''S POLICY ON DIRECTORS'' AND KMP''S APPOINTMENT AND REMUNERATION

Director''s appointment and remuneration is done as per the policy for selection and appointment of Directors, Key Managerial Personnel and Senior Management Personnel and their remuneration. The policy is appended as Annexure ''IV'' to this Report

18.ACCOUNTS AND AUDIT

a. Statutory Auditors

The Board of Directors has recommended ratification of re-appointment of M/s. Joshi Apte & Co., Chartered Accountant, Pune (Firm Registration No.104370W), as Statutory Auditors of the Company from the conclusion of ensuing Annual General Meeting (AGM) till the conclusion of next Annual General Meeting.

b. 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. SVD & Associates, Company Secretaries (Membership No. FCS 1321 CP No. 965), to undertake the Secretarial Audit of the Company. The Report of the Secretarial Audit is annexed herewith as Annexure ''V'' to this Report.

c. CONSOLIDATED ACCOUNTS

The Consolidated Accounts of the Company, with its subsidiaries for the year ended 31^st March, 2016 are enclosed. The Auditors, in their report have qualified the Consolidated Accounts. The Boards explanation to the same is enclosed below.

19. EXPLANATION ON COMMENTS ON STATUTORY AUDITORS'' AND SECRETARIAL AUDITORS'' REPORTS

	Auditors Qualifications	Boards'' explanation
A)	Financial Audit - Consolidated Financial Statements Basis of Qualified Opinion
1.	As stated in Note No. 36 C, Nandi Economic Corridor Enterprises Limited (NECE) has advanced an amount of Rs. 1,227,243,251 (Rs. 1,150,454,871 as at 31^st March 2015) to Nandi Engineering Limited (NEL) for undertaking development of toll roads and townships and has given Inter-corporate deposits of Rs. 98,422,294 (Rs. 160,793,546 as at 31 March 2015) to NEL (including interest accrued but not due thereon of Rs. 11,678,748 (As at 31^st March 2015 Rs. 10,793,546)), which remain outstanding at the balance sheet date of NECE. These have been considered as good and recoverable by the Management of NECE based on the future additional work expected to be contracted to NEL. In the absence of sufficient appropriate audit evidence to assess the recoverability of these advances and interoperate deposits, we are unable to form an opinion on the recoverability of the carrying value of these balances and consequent adjustment that may be required on the consolidated financial statements. This matter was also qualified in our report on the consolidated financial statements for the year ended 30^th September, 2015. Qualified Opinion	Nandi Economic Corridor Enterprise Ltd (NECE) has advanced an amount of 1,227,243,251 (Rs. 1,150,454,871 as at 31^st March 2015) to Nandi Engineering Limited (NEL) for undertaking development of toll roads and townships and has given Interoperate deposits of Rs. 98,422,294 (Rs. 160,793,546 as at 31^st March 2015) to NEL, (including interest accrued but not due of Rs. 11,678,748 (as at 31^st March 2015: Rs. 10,793,546)), which remain outstanding at the balance sheet date of NECE. These have been considered as good and recoverable in these financial statements by the Management of NECE based on the future additional work that is expected to be contracted to NEL once NECE receives / acquires the requisite land parcels.
2.	In our opinion and to the best of our information and according to the explanations given to us, except for the possible effects of the matter described in the Basis for Qualified Opinion paragraph, the consolidated financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India
B)	Secretarial Audit -
1.	The Company has failed to file Consolidated financial results of the Company within 60 days of the close of the Financial year with the Stock Exchange as required under Regulation 33 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.	Nandi Highway Developers Ltd. (NHDL), Nandi Infrastructure Corridor Enterprises Ltd. (NICE) and Nandi Economic Corridor Enterprises Ltd. (NECE), which are the subsidiaries of the Company, were in the process of finalizing their accounts for the financial year ended 31^st March, 2016 and hence, they had not submitted the said audited financials to the Company, within the stipulated time. However subsequently the Company has prepared consolidated financials, after the audited accounts of all the above mentioned subsidiaries were made available to the Company and filed with the Stock Exchanges.
2.	The Company has not expended any amount for Corporate Social Responsibility activities as per Section 135 of the Act.	The Corporate Social Responsibility (CSR) Committee is examining various areas, especially on education for CSR spend. The amount will be spent as per CSR Committees recommendations.
3.	Minutes of subsidiary companies are not placed before the Board Meeting of the Company as required under Regulation 24 SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.	Will be placed before the Board in future.
4.	The Company has failed to file Form CHG-1 for pledge of shares held in the subsidiary Company to Kotak Mahindra Bank as a security for loan availed by the subsidiary Company.	Not required by the lender.

20. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENT UNDER SECTION 186

During the year, the Company has purchased 100% shares of Avichal Resources Private Limited at a cost of Rs.6.50 Crores. The closing balances of investments which would be covered under Section 186 of the Companies Act, 2013, are disclosed in the Schedule of Non-Current Investments in the Financial Statements. The company has not granted any loans and issued corporate guarantees during the year.

21. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES REFERRED TO IN SUB-SECTION (1) OF SECTION 188 OF THE COMPANIES ACT, 2013

Pursuant to the provisions of Section 134 of the Companies Act, 2013, read with Rule 8 (2) of the Companies (Accounts) Rules, 2014, the particulars of contracts or arrangements entered into by the Company with Related Parties have been done at arm''s length and are in the ordinary course of business. Particulars are being provided in Form AOC

- 2 in Annexure ''VI'' Related Party Disclosures as per AS -18 have been provided in to Note no.31 to the Financial Statements.

22. STATE OF COMPANY''S AFFAIRS

Discussion on state of Company''s affairs has been covered in the Management Discussion and Analysis.

23.AMOUNTS PROPOSED TO BE CARRIED TO RESERVES

Particulars of the amounts proposed to be carried to reserves have been covered as part of the financial performance of the Company.

24. MATERIAL CHANGES AND COMMITMENTS BETWEEN THE DATE OF THE BALANCE SHEET AND THE DATE OF REPORT

There have been no material changes and commitments affecting the financial position of the Company which have occurred between the end of the Financial Year of the Company to which the Financial Statements relate and the date of the report, except as disclosed elsewhere in this report.

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

Conservation of Energy and Technology Absorption

The particulars relating to conservation of energy, technology absorption, foreign exchange earnings and outgo, as required to be disclosed under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 are annexed herewith as Annexure ''VII'' to this report.

26. RISK MANAGEMENT POLICY

The Company has in place a mechanism to identify, assess, monitor and mitigate various risks to key business objectives. Major risks identified are systematically addressed through mitigating actions on a continuing basis. These are discussed at the meetings of the Audit Committee and the Board of Directors of the Company.

27. CORPORATE SOCIAL RESPONSIBILITY (CSR)

28. BOARD EVALUATION

29. PERFORMANCE AND FINANCIAL POSITION OF EACH OF THE SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE COMPANIES:

The details are given in Annexure ''I''

30. CHANGE IN THE NATURE OF BUSINESS, IF ANY

There has been no change in the nature of business during the Financial Year under review.

31. DETAILS OF DIRECTORS OR KEY MANAGERIAL PERSONNEL WHO WERE APPOINTED OR HAVE RESIGNED DURING THE YEAR

Directors appointed during the year

Name of Director

Designation

Term of appointment

Ms. A.A. Sathe *

Independent

Director

Five consecutive years commencing from 2^nd March, 2016 to 1^st March, 2021

Mr. A. B. Kalyani

Director

Re-appointed with effect from 2^nd March 2016, subject to retirement by rotation

* Appointed as Independent Directors in accordance with Section 149, 152 and any other applicable provisions, if any, of Companies Act, 2013 and the Companies (Appointment and Qualification of Directors) Rules, 2014 (including any statutory modifications or re-enactment thereof for the time being in force) and ''Regulations 2015''.

32. Employees designated as Key Managerial Personnel (KMP) during the year

NIL

33. Directors and KMP''s resigned during the year

None of the Directors and KMPs resigned during the year ended 31^st March, 2016.

34. Directors proposed to be re-appointed at the ensuing Annual General Meeting

Mr. B. N. Kalyani retires by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment.

35. NAMES OF COMPANIES WHICH HAVE BECOME OR CEASED TO BE ITS SUBSIDIARIES, JOINT VENTURES OR ASSOCIATE COMPANIES DURING THE YEAR

Avichal Resources Private Limited has become a wholly owned subsidiary Company during the year consequent to purchase of 100% shareholding therein.

36. DETAILS OF DEPOSITS WHICH ARE NOT IN COMPLIANCE WITH THE REQUIREMENTS OF CHAPTER V OF THE COMPANIES ACT, 2013

None.

37. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY''S OPERATIONS IN FUTURE

The Company has neither received nor is aware of any such order from Regulators, Courts or Tribunals during the year.

38. DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS

The Company has suitable internal control system comprising of proper checks and balances, policies and procedures. This includes code of conduct, whistle blower policy, MIS and internal audit mechanism.

The Audit Committee along with Management review the internal audit and internal controls on a regular basis.

39. COMPOSITION OF AUDIT COMMITTEE

The composition of the Audit Committee has been mentioned in the Corporate Governance Report annexed to this Report.

40.VIGIL MECHANISM

The Company has formulated and implemented the Whistle Blower Policy / Vigil Mechanism. This has provided a mechanism for directors and employees of the Company and other persons dealing with the Company to report to the Chairman of the Audit Committee; any instance of unethical behavior, actual or suspected fraud or violation of the Company''s code of conduct. The aforesaid policy h also been uploaded on the Company''s website.

41.CASH FLOW

A Cash Flow Statement for the year ended 31^st Mari 2016 is attached to the Balance Sheet.

42.CORPORATE GOVERNANCE

A report on the Corporate Governance, along wi the certificate of compliance from the Audition forms part of the Annual Report.

43.OBLIGATION OF COMPANY UNDER TH

SEXUAL HARASSMENT OF WOMEN A

WORKPLACE (PREVENTION, PROHIBITIO AND REDRESSAL) ACT, 2013

In terms of provisions of the Sexual Harassment Women at Workplace (Prevention, Prohibition an Redressal) Act, 2013, the Company has formulated Policy to prevent Sexual Harassment of Women Workplace. During the year under review, there we no cases filed pursuant to the Sexual Harassment Women at Workplace (Prevention, Prohibition are Redressal) Act, 2013.

44.ACKNOWLEDGMENTS

Your Directors wish to place on record, the appreciation for the contribution made and support provided to the Company by the shareholder employees and bankers, during the year under the report.

For and on behalf of the Board of Director

For BF Utilities Limit

B.B. Hattarki A.B. Kalya Director Director

Pune DIN:00145710 DIN:000894:

6^th August, 2016

Sep 30, 2014

The Members,

The Directors have pleasure in presenting the Fourteenth Annual Report on the business and operations of the Company and the Audited Accounts for the Financial Year ended 30th September, 2014.

1. FINANCIAL HIGHLIGHTS :

(Rs. in Million)

Year ended Year ended 30th Sept., 30th Sept., 2014 2013

Sales 234.67 279.32

Other Income 17.27 16.80

Profit before Interest and 129.93 164.59

Depreciation

Less : Interest 55.04 40.25

Depreciation 61.15 61.27

Profit/(Loss) before tax 13.74 63.07

Provision for Taxation

a) Current Tax 4.50 15.20

b) Deferred Tax (3.67) (0.78)

Net Profit/(Loss) 12.91 48.65

Surplus retained in 542.67 529.76

Profit & Loss Account

A cash flow statement for the year 2013-14 is attached to the Balance sheet.

For the year ended 30th September, 2014, your Company achieved a total sales of Rs. 234.67 Million (previous year Rs. 279.32 Million) and earned a profit of Rs. 13.74 Million (previous year profit of Rs. 63.07 Million).

2. DIVIDEND :

Your Directors do not recommend any dividend on the equity shares for the year ended 30th September, 2014.

3. CONSOLIDATED FINANCIAL STATEMENTS :

Consolidated Financial Statements in accordance with Accounting Standard-21 issued by The Institute of Chartered Accountants of India have been provided in the Annual Report. These Consolidated Financial Statements provide financial information about your Company and its subsidiaries as a single economic entity. The Consolidated Financial Statements form a part of the Annual Report.

4. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report (MD&A) for the year under review, as stipulated under Clause 49 of the Listing Agreement with Stock Exchanges, is presented in a separate section forming part of the Annual Report.

5. SUBSIDIARY COMPANIES ACCOUNTS

In accordance with the general circular issued by the Ministry of Corporate Affairs, Government of India, the Balance Sheet, Statement of Profit and Loss and other documents of the subsidiary companies are not being attached to the Balance Sheet of the Company. The Company will make available the Annual Accounts of its subsidiary companies and related information to the member of the Company who may be interested in obtaining the same. The annual accounts of its subsidiary companies will also be kept open for inspection at the Registered Office of the Company and that of the respective subsidiary companies. The Consolidated Financial Statements presented by the Company include the financial results of subsidiary companies including the step- down subsidiary.

Accordingly, Company has not attached the Balance Sheet and other documents required to be attached under Section 212(1) of the Companies Act, 1956 of its subsidiary companies including the step-down subsidiary, namely:

i) Nandi Infrastructure Corridor Enterprises Limited

ii) Nandi Economic Corridor Enterprises Limited

iii) Nandi Highway Developers Limited

A gist of the financial performance of the subsidiaries is given in the Annual Report

6. PARTICULARS OF EMPLOYEES

In terms of the provisions of Section 217(2A) of the Companies Act, 1956, read with Companies (Particulars of Employees) Rules, 1975, as amended, the names and other particulars of employees are set out in the Annexure to the Directors'' Report. Having regard to the provisions of Section 219(1)(b)(iv) of the Companies Act 1956, the Annual Report excluding the aforesaid information is being sent to all the members and others entitled thereto. Any member interested in obtaining such particulars, may write to the Company Secretary at the Registered Office of the Company.

During the year under review, pursuant to the new legislation "Prevention, Prohibition and Redressal of Sexual Harassment of Women at Workplace Act 2013" introduced by the Government of India, which came into effect from December 9, 2013, the Company has framed a Policy on Prevention of Sexual Harassment at Workplace.

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

The additional information required under the provisions of Section 217(1)(e) of the Companies Act, 1956 read with Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988, and forming part of the Report is reproduced hereunder :

I. CONSERVATION OF ENERGY : Since the Company is in the business of Generation of Power through non-conventional sources, this part is not applicable.

II. TECHNOLOGY ABSORPTION :

1. Research and Development (R&D) :

The company continuously conducts R&D activities in-house using the existing manpower and other resources on continuous basis. The capital and recurring expenses on R&D activities is not separately identified.

2. Technology Absorption, Adaptation and Innovation :

The Company has not imported any technology.

III. FOREIGN EXCHANGE EARNINGS AND OUTGO : Total Foreign Exchange Used and Earned :

Used : Rs.18,898,870/-.

Earned : NIL

8. FIXED DEPOSITS

The Company has not accepted any deposits from the public during the year.

9. CORPORATE SOCIAL RESPONSIBILITY

Section 135 of the Companies Act, 2013 alongwith the Rules thereunder and revised Schedule VII to the Act, concerning Corporate Social Responsibility (CSR), have been effective from April 1, 2014. The Company being covered under the provisions of the said section, has taken necessary initial steps in this regard. A committee of the Directors, titled ''Corporate Social Responsibility Committee'', has been formed by the Board in its meeting held on May 13, 2014, consisting of the following Directors:

Mr. B. B. Hattarki, Independent Director, Chairman Mr. B. N. Kalyani, Member Mr. Amit Kalyani, Member

The Committee has formulated CSR policy for the Company and is in the process of finalisation of its implementation plan.

The said Section being enacted with effect from April 1, 2014, necessary details as prescribed under the said Section shall be presented to the members in the Annual Report for the year 2014-15.

10. WHISTLE BLOWER POLICY

The Company has now adopted Whistle Blower Policy to meet the requirements of the Companies Act, 2013, wherein the employees/directors of the Company are free to report any unethical or improper activity, actual or suspected fraud or violation of the Company''s Code of Conduct. This mechanism provides safeguards against victimization of employees, who avail of the mechanism.

11. DIRECTORS

In terms of the provisions of the Companies Act, 1956 and the Articles of Association of the Company, Mr. B. N. Kalyani, Director of the Company, retires by rotation at the ensuing Annual General Meeting and, being eligible, offer himself for re-appointment.

Pursuant to Sections 149 and 152 of the Companies Act, 2013 and in terms of Clause 49 of the Listing Agreement, the Board of Directors has, at its meeting held on February 3, 2015, appointed the existing Independent Directors Mr. S. S. Vaidya and Mr. B. B. Hattarki as Independent Directors for a term of 5 consecutive years with effect from the date of ensuing Annual General Meeting, subject to approval of shareholders. The requisite resolutions for approval of their appointment as Independent Directors, are being proposed in the notice of the ensuing Annual General Meeting for the approval of the members.

The Company has received declarations from all the Independent Directors of the Company confirming that they meet with the criteria of independence as prescribed both under sub-section (6) of Section 149 of the Companies Act, 2013 and under Clause 49 of the Listing Agreement with the Stock Exchanges.

As required under Clause 49 of the Listing Agreement with the Stock Exchanges, the information on the particulars of Directors proposed for appointment/ re-appointment has been given in the Report on Corporate Governance.

12. DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the requirements under Section 217(2AA) of the Companies Act, 1956, with respect to Directors'' Responsibility Statement, it is hereby confirmed that:

(i) in the preparation of the annual accounts for the financial year ended September 30, 2014, the applicable Accounting Standards have been followed alongwith proper explanation relating to material departures;

(ii) 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 as at September 30, 2014 and of the profit of the Company for the year under review;

(iii) the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

(iv) the Directors had prepared the annual accounts for the financial year ended on September 30, 2014 on a ''going concern'' basis.

13. AUDITORS AND AUDITORS'' REPORT

M/s. Joshi Apte & Co. Chartered Accountants are holding office as Auditors from the conclusion of 13th Annual General Meeting held on March 24, 2014 prior to the commencement of the Companies Act, 2013 ("the Act"). In terms of the provisions of the Act and the related rules thereunder, in respect of rotation of auditors, M/s. Joshi Apte & Co. Chartered Accountants are eligible for re-appointment. The Directors, based on the recommendation of the Audit Committee, propose the appointment of M/s. Joshi Apte & Co. Chartered Accountants, Pune - as Statutory Auditors for the period from the conclusion of the ensuing 14th Annual General Meeting till the conclusion of the 17th Annual General Meeting to be held in the year 2018 and seek authority for fixation of their remuneration for the year 2014-15.

The observations and comments given by the Statutory Auditors in their report read together with notes thereon are self-explanatory and hence, do not call for any further comments under Section 217 of the Companies Act, 1956.

14. CORPORATE GOVERNANCE

The Company has adopted the Corporate Governance Policies and Code of Conduct which has set out the systems, processes and policy conforming to the best standards. The report on Corporate Governance as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges, forms part of the Annual Report.

A Certificate from the Statutory Auditors of the Company, M/s. Joshi Apte & Co. Chartered Accountants, confirming compliance with the conditions of Corporate Governance as stipulated under the aforesaid Clause 49, is attached to this Report.

15. SECRETARIAL AUDITORS

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Rules made thereunder and based on the recommendation from the Audit Committee, M/.s SVD & Associates, Company Secretaries has been appointed to conduct a secretarial audit of Company''s Secretarial and related records for the year ending on September 30, 2015. The Secretarial standards issued by the Institute of Company Secretaries of India from time to time are currently recommendatory in nature. The Company is, however, complying with the most of them.

16. ACKNOWLEDGEMENT

Your Directors would like to express their sincere appreciation of the positive co-operation received from the Central Government, the Government of Maharashtra, Financial Institutions and the Bankers. The Directors also wish to place on record their deep sense of appreciation for the commitment displayed by all staff of the Company.

The Board also takes this opportunity to express its deep gratitude for the continued co-operation and support received from its valued shareholders. The Directors express their special thanks to Mr. B. N. Kalyani, Chairman, for his untiring efforts for the progress of the Company.

For and on behalf of the Board of Directors

PUNE B. N. KALYANI

Dated : February 14, 2015 Chairman

Sep 30, 2013

The Directors have pleasure in presenting their 13th Annual Report on the business and operations of the Company together with the Audited Statement of Accounts for the year ended 30th September, 2013.

1. FINANCIAL HIGHLIGHTS :

(Rs. in Millions)

Year ended Year ended 30th Sept., 30th Sept., 2013 2012

Sales 279.32 364.05

Other Income 16.80 7.26

Profit before Interest 164.59 262.90 and Depreciation

Less : Interest 40.25 42.29

Depreciation 61.27 60.92

Profit/(Loss) before tax 63.07 159.69 Provision for Taxation

a) Current Tax 15.20 34.00

b) Deferred Tax (0.78) (4.86)

Net Profit/(Loss) 48.65 130.55

Surplus retained in 529.76 480.85 Profit & Loss Account

For the year ended 30th September, 2013, your Company achieved a total sales of Rs.279.32 Million (previous year Rs.364.05 Million) and earned a profit of Rs.63.07 Million (previous year profit of Rs.159.69 Million).

2. DIVIDEND :

Your Directors do not recommend any dividend on the equity shares for the year ended 30th September, 2013.

3. CONSOLIDATED FINANCIAL STATEMENTS :

Pursuant to Clause 32 of the Listing Agreement with the Stock Exchanges, read with the applicable Accounting Standards, issued by the Institute of Chartered Accountants of India, financial statements relating to Subsidiaries, as defined under the said Standards, are merged with the Accounts of the Company and the Consolidated Financial Statements are attached to these Account.

4. SUBSIDIARIES :

The Statement pursuant to Section 212 of the Companies Act, 1956 is attached to these Accounts. The Company undertakes that Annual Accounts of the subsidiary companies and the related detailed information shall be made available to shareholders of the Company and subsidiary companies seeking such information at any point of time. The Annual Accounts of the subsidiary Companies shall also be kept for inspection by any shareholders in the Head Office of the Company and of the subsidiary companies concerned. The Company shall furnish a hard copy of details of accounts of subsidiaries to any shareholder on demand. The details about subsidiary companies is included elsewhere in this Annual Report. In view of this and also as per General Circular No.2/2011 dated 8th February, 2011 issued by Ministry of Corporate Affairs, the accounts of subsidiary companies are not enclosed to this Annual Report.

5. PARTICULARS OF EMPLOYEES :

As required under the provisions of Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975 as amended, the names and other particulars of the employees, to the extent applicable, are set out in the Annexure of the Directors'' Report. However, in terms of the provisions of Section 219(1)(b)(iv) of the Companies Act, 1956, the Report and the Accounts are being sent to all the Shareholders of the Company excluding the aforesaid Annexure. Any Shareholder interested in obtaining a copy of said Annexure may write to the Company Secretary at the Registered Office of the Company.

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

The additional information required under the provisions of Section 217(1)(e) of the Companies Act, 1956 read with Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988, and forming part of the Report is reproduced hereunder :

I. CONSERVATION OF ENERGY : Since the Company is in the business of Generation of Power through non-conventional sources, this part is not applicable.

II. TECHNOLOGY ABSORPTION :

1. Research and development (R&D) :

The company continuously conducts R&D activities in-house using the existing manpower and other resources on continuous basis. The capital and recurring expenses on R&D activities is not separately identified.

2. Technology Absorption, Adaptation and Innovation :

The Company has not imported any technology.

III. FOREIGN EXCHANGE EARNINGS AND OUTGO : Total Foreign Exchange Used and Earned :

Used : Rs.814,936/-.

Earned : Rs.19,553,198/-.

7. DIRECTORS :

In accordance with the provisions of the Companies Act, 1956 and the Articles of Association of the Company, Mr. A. B. Kalyani and Mr. B. B. Hattarki, Directors of the Company, retire by rotation at the ensuing Annual General Meeting and, being eligible, they offer themselves for re-appointment.

8. DIRECTORS'' RESPONSIBILITY STATEMENT :

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956, with respect to Directors'' Responsibility Statement, it is hereby confirmed :

(i) That in the preparation of the accounts for the financial year ended 30th September, 2013, the applicable accounting standards have been followed along with proper explanation relating to material departures ;

(ii) That the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that were 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 or loss of the company for the year under review ;

(iii) That the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities ;

(iv) That the Directors have prepared the annual accounts for the financial year ended 30th September, 2013 on a ''going concern'' basis.

9. AUDITORS :

You are requested to re-appoint Auditors for the current year to hold the office from the conclusion of the ensuing Annual General Meeting until the conclusion of the next Annual General Meeting.

Your directors wish to place on record their appreciation for the positive co-operation received from the Central Government, Government of Maharashtra, Financial Institutions and the Bankers. The directors also wish to place on record their appreciation of the unstinted efforts and contributions made by the Management Team and the employees of the Company at all levels.

The Directors express their special thanks to Mr. B. N. Kalyani, Chairman for his untiring efforts for the progress of the Company.

For and on behalf of the

Board of Directors

PUNE B. N. KALYANI

Dated : 27th November, 2013 Chairman

Sep 30, 2012

To, The Members,

The Directors have pleasure in presenting their 12th Annual Report on the business and operations of the Company together with the Audited Statement of Accounts for the year ended 30th September, 2012.

1. FINANCIAL HIGHLIGHTS :

(Rs. in Million)

Year ended Year ended 30th Sept., 30th Sept., 2012 2011

Sales 364.05 223.70

Other Income 7.26 0.51

Profit before Interest 262.90 132.36 and Depreciation

Less : Interest 42.29 28.83

Depreciation 60.92 60.84

Profit/(Loss) before tax 159.69 42.69

Provision for Taxation

a) Current Tax 34.00 24.00

b) Deferred Tax (4.86) 9.72

Net Profit/(Loss) 130.55 8.97

Balance of Profit/(Loss) 350.30 373.02 from previous year

Add/(Less)- Adjustments - (31.69) relating to earlier year

Surplus retained in 480.85 350.30 Profit & Loss Account

For the year ended 30th September, 2012, your Company achieved a total sales of Rs.364.05 Million (previous year Rs.223.70 Million) and earned a profit of Rs.159.69 Million (previous year loss of Rs.42.69 Million).

2. DIVIDEND :

Your Directors do not recommend any dividend on the equity shares for the year ended 30th September, 2012.

3. CONSOLIDATED FINANCIAL STATEMENTS :

Pursuant to Clause 32 of the Listing Agreement with the Stock Exchanges, read with the applicable Accounting Standards, issued by the Institute of Chartered Accountants of India, financial statements relating to Subsidiaries, as defined under the said Standards, are merged with the Accounts of the Company and the Consolidated Financial Statements are attached to these Account. The details are given under Note ''1'' to the said Consolidated Financial Statements.

4. SUBSIDIARIES :

The Statement pursuant to Section 212 of the Companies Act, 1956 is attached to these Accounts. The Company undertakes that Annual Accounts of the subsidiary companies and the related detailed information shall be made available to shareholders of the Company and subsidiary companies seeking such information at any point of time. The Annual Accounts of the subsidiary Companies shall also be kept for inspection by any shareholders in the Head Office of the Company and of the subsidiary companies concerned. The Company shall furnish a hard copy of details of accounts of subsidiaries to any shareholder on demand. The details about subsidiary companies is included elsewhere in this Annual Report. In view of this and also as per General Circular No.2/2011 dated 8th February, 2011 issued by Ministry of Corporate Affairs, the accounts of subsidiary companies are not enclosed to this Annual Report.

5. PARTICULARS OF EMPLOYEES :

As required under the provisions of Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975 as amended, the names and other particulars of the employees are set out in the Annexure of the Directors'' Report. However, in terms of the provisions of Section 219(1)(b)(iv) of the Companies Act, 1956, the Report and the Accounts are being sent to all the Shareholders of the Company excluding the aforesaid Annexure. Any Shareholder interested in obtaining a copy of said Annexure may write to the Company Secretary at the Registered Office of the Company.

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

The additional information required under the provisions of Section 217(1)(e) of the Companies Act, 1956 read with Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988, and forming part of the Report is reproduced hereunder:

I. CONSERVATION OF ENERGY : Since the Company is in the business of Generation of Power through non-conventional sources, this part is not applicable.

II. TECHNOLOGY ABSORPTION :

1. Research and development (R&D) :

The company continuously conducts R&D activities in-house using the existing manpower and other resources on continuous basis. The capital and recurring expenses on R&D activities is not separately identified.

2. Technology Absorption, Adaptation and Innovation :

The Company has not imported any technology.

III. FOREIGN EXCHANGE EARNINGS AND OUTGO : Total Foreign Exchange Used and Earned :

Used : Rs.6,029,505/-.

Earned : Rs.2,540,566/-.

7. DIRECTORS :

In accordance with the provisions of the Companies Act, 1956 and the Articles of Association of the Company, Mr. B. N. Kalyani and Mr. G. K. Agarwal, Directors of the Company, retire by rotation at the ensuing Annual General Meeting and, being eligible, they offer themselves for re-appointment.

8. DIRECTORS'' RESPONSIBILITY STATEMENT :

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956, with respect to Directors'' Responsibility Statement, it is hereby confirmed :

(i) That in the preparation of the accounts for the financial year ended 30th September, 2012, the applicable accounting standards have been followed along with proper explanation relating to material departures ;

(ii) That the Directors have selected such accounting policies and applied them consistently and made judgements and estimates that were 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 or loss of the company for the year under review ;

(iii) That the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities ;

(iv) That the Directors have prepared the annual accounts for the financial year ended 30th September, 2012 on a ''going concern'' basis.

9. AUDITORS :

M/s. Dalal & Shah, Chartered Accountants, resigned as the Statutory Auditors of the Company on 30th November, 2012, vide their letter dated 29th November, 2012, received to the Company on 30th November, 2012. The Company had appointed M/s. Joshi Apte & Co., Chartered Accountants as the Statutory Auditors of the Company to fill up the casual vacancy caused due to resignation of M/s. Dalal & Shah, in the Extra Ordinary General Meeting held on 5th January, 2013. M/s. Joshi Apte & Co, hold office as Statutory Auditors of the Company upto the conclusion of the ensuing Annual General Meeting.

You are requested to reappoint M/s. Joshi Apte & Co., Chartered Accountants, as the Statutory Auditors for the current year to hold the office from the conclusion of the ensuing Annual General Meeting until the conclusion of next Annual General Meeting.

Your directors wish to place on record their appreciation for the positive co-operation received from the Central Government, Government of Maharashtra, Financial Institutions and the Bankers. The directors also wish to place on record their appreciation of the unstinted efforts and contributions made by the Management Team and the employees of the Company at all levels.

The Directors express their special thanks to Mr. B. N. Kalyani, Chairman for his untiring efforts for the progress of the Company.

For and on behalf of the

Board of Directors

PUNE B. N. KALYANI

Dated : 9th February, 2013 Chairman

Sep 30, 2010

The Directors have pleasure in presenting their 10th Annual Report on the business and operations of the Company together with the Audited Statement of Accounts for the year ended 30th September, 2010.

1. FINANCIAL HIGHLIGHTS :

(Rs. in Million)

Year Year ended ended 30th Sept., 30th Sept., 2010 2009 (Revised)

Sales 161.74 175.90

Other Income 1.97 20.94

Profit before Interest and

Depreciation 44.54 106.53

Less : Interest 14.96 38.98

Depreciation 60.98 61.13

Profit/(Loss) before tax (31.40) 6.42

Provision for Taxation

a) Current Tax 0.50 3.40

b) Deferred Tax 9.35 0.00

c) Fringe Benefit Tax 0.00 0.05

Net Profit/(Loss) (41.25) 2.97

Balance of Profit/(Loss) from previous year 407.47 102.53

Add/(Less)- Adjustments relating to earlier year 6.80 0.08

Add: Adjustment in Profit and Loss Account as per Scheme of Arrangement 0.00 301.89

Surplus retained in Profit & Loss Account 373.02 407.47

For the year ended 30th September, 2010, your Company achieved a total sales of Rs.161.74 Million (previous year Rs.175.90 Million) and incurred loss of Rs.31.40 Million (previous year profit of Rs.6.42 Million).

2. DIVIDEND :

Your Directors do not recommend any dividend on the equity shares for the year ended 30th September, 2010.

3. CONSOLIDATED FINANCIAL STATEMENTS :

Pursuant to Clause 32 of the Listing Agreement with the Stock Exchanges, read with the applicable Accounting Standards, issued by the Institute of Chartered Accountants of India, financial statements relating to Subsidiaries, as defined under the said Standards, are merged with the Accounts of the

Company and the Consolidated Financial Statements are attached to these Account. The details are given under Note L to the said Consolidated Financial Statements.

4. SUBSIDIARIES :

The Statement pursuant to Section 212 of the Companies Act, 1956 is attached to these Accounts. The Company undertakes that Annual Accounts of the subsidiary companies and the related detailed information shall be made available to shareholders of the Company and subsidiary companies seeking such information at any point of time. The Annual Accounts of the subsidiary Companies shall also be kept for inspection by any shareholders in the Head Office of the Company and of the subsidiary companies concerned. The Company shall furnish a hard copy of details of accounts of subsidiaries to any shareholder on demand. The details about subsidiary companies is included elsewhere in this Annual Report. In view of this and also as per General Circular No.2/ 2011 dated 8th February, 2011 issued by Ministry of Corporate Affairs, the accounts of subsidiary companies are not enclosed to this Annual Report.

5. PARTICULARS OF EMPLOYEES :

As required under the provisions of Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975 as amended, the names and other particulars of the employees are set out in the Annexure of the Directors Report. However, in terms of the provisions of Section 219(1)(b)(iv) of the Companies Act, 1956, the Report and the Accounts are being sent to all the Shareholders of the Company excluding the aforesaid Annexure. Any Shareholder interested in obtaining a copy of said Annexure may write to the Company Secretary at the Registered Office of the Company.

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

The additional information required under the provisions of Section 217(1)(e) of the Companies Act, 1956 read with Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988, and forming part of the Report is reproduced hereunder :

I. CONSERVATION OF ENERGY : Since the Company is in the business of Generation of Power through non-conventional sources, this part is not applicable.

II. TECHNOLOGY ABSORPTION :

1. Research and development (R&D) :

The company continuously conducts R&D activities in-house using the existing manpower and other resources on continuous basis. The capital and recurring expenses on R&D activities is not separately identified.

2. Technology Absorption, Adaptation and Innovation :

The Company has not imported any technology.

III. FOREIGN EXCHANGE EARNINGS AND OUTGO :

Total Foreign Exchange Used and Earned :

Used : Rs. 9,916,077/-.

Earned : Rs. 10,495,146/-.

7. DIRECTORS :

In accordance with the provisions of the Companies Act, 1956 and the Articles of Association of the Company, Mr. B. B. Hattarki and Mr. G. K. Agarwal, Directors of the Company, retire by rotation at the ensuing Annual General Meeting and, being eligible, they offer themselves for re-appointment.

8. DIRECTORS RESPONSIBILITY STATEMENT :

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956, with respect to Directors Responsibility Statement, it is hereby confirmed :

(i) That in the preparation of the accounts for the financial year ended 30th September, 2010, the applicable accounting standards have been followed along with proper explanation relating to material departures ;

(ii) That the Directors have selected such accounting policies and applied them consistently and made judgements and estimates that were 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 or loss of the company for the year under review ;

(iii) That the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities ;

(iv) That the Directors have prepared the annual accounts for the financial year ended 30th September, 2010 on a going concern basis.

9. AUDITORS :

You are requested to re-appoint Auditors for the current year to hold the office from the conclusion of the ensuing Annual General Meeting until the conclusion of the next Annual General Meeting.

Your directors wish to place on record their appreciation for the positive co-operation received from the Central Government, Government of Maharashtra, Financial Institutions and the Bankers. The directors also wish to place on record their appreciation of the unstinted efforts and contributions made by the Management Team and the employees of the Company at all levels.

The Directors express their special thanks to Mr. B. N. Kalyani, Chairman for his untiring efforts for the progress of the Company.

For and on behalf of the Board of Directors

PUNE B. N. KALYANI

Dated : 9th February, 2011. Chairman

Sep 30, 2009

The Directors have pleasure in presenting their 9th Annual Report on the business and operations of the Company together with the Revised Audited Statement of Accounts for the year ended 30th September, 2009.

1. FINANCIAL HIGHLIGHTS :

(Rs. in Million)

Year Year ended ended 30th Sept., 30th Sept., 2009 2008

(Revised) Sales 175.90 194.50

Other Income 20.94 81.96 Profit before Interest and

Depreciation 106.53 173.19

Less : Interest 38.98 59.03

Depreciation 61.13 61.26

Profit/(Loss) before tax 6.42 52.90 Provision for Taxation

a) Current Tax 3.40 6.50

b) Deferred Tax (Credit) 0 0

c) Fringe Benefit Tax 0.05 0.13 Net Profit/(Loss) 2.97 46.27 Balance of Profit/(Loss) from previous year 102.53 56.26

Add/(Less)- Adjustments relating to earlier year 0.08 --

Add: Adjustment in Profit and Loss Account as per Scheme of Arrangement 301.89 --

Surplus retained in Profit & Loss Account 407.47 102.53

For the year ended 30th September, 2009, your Company achieved a total sales of Rs.175.90 Million (previous year Rs. 194.50 Million) and earned a Profit of Rs.6.41 Million (previous year profit of Rs.52.90 Million).

2. DIVIDEND :

Your Directors do not recommend any dividend on the equity shares for the year ended 30th September, 2009.

3. SCHEME OF ARRANGEMENT :

The Honble Bombay High Court, vide its Order dated 5th February, 2010, approved the Scheme of Arrangement between BF Utilities Limited (hereinafter referred to as the "Amalgamated Company" / the "Demerged Company") and Bhalchandra Investment Limited, Forge Investment Limited, Mundhwa Investment Limited, Jalakumbhi Investment and Finance Limited, Jalakamal Investment and Finance Limited, Kalyani Utilities Development Limited, (hereinafter collectively called as the "Amalgamating Companies") and BF Investment Limited (hereinafter referred to as the "Resulting Company") and their Respective Shareholders ("the Scheme"). The Scheme became effective on 26th February, 2010, and the Appointed Date of the Scheme is 1 st April, 2009.

As per Scheme of Arrangement the Infrastructure Undertakings as explained in Clause 2.10 of the Scheme has been vested in BF Utilities Limited and the Investment Business Undertaking, as explained in Clause 2.6 of the Scheme stood transferred to and vested in BF Investment Limited. Consequently, the Amalgamating Companies, being subsidiaries of the Company, have ceased to exist.

Pursuant to the Scheme, on 1 5th March, 2010 the Resulting company, BF Investment Ltd. has allotted Equity Shares to the Shareholders of BF Utilities Ltd., whose names appeared on the Register of Members on 12th March, 2010 (being the Record Date fixed for this purpose), in the ratio of 1 Equity Share of Rs.5/- each fully paid up of BF Investment Ltd. for every 1 Equity Share of Rs.5/- each held in BF Utilities Ltd.

Necessary applications have been already filed by BF Investment Ltd. with National Stock Exchange of India Ltd., Bombay Stock Exchange Ltd. and Pune Stock Exchange Ltd. for listing of its Equity Shares.

4. ANNUAL ACCOUNTS FOR THE YEAR ENDED 30TH SEPTEMBER, 2009:

The Board of Directors of the Company in their meeting held on 29th December, 2009 had approved the Financial Statements for the year ended 30th September, 2009. The auditors had submitted their report dated 29th December, 2009 on the same. The financial results based on these approved Financial Statements were submitted to Stock Exchanges as per clause 41 of the Listing Agreement with Stock Exchanges.

The effectiveness of the Scheme of Arrangement being a material event, the Company has revised the Financial Statements for the year ended 30th September, 2009 which were earlier approved by the Board on 29th December, 2009, for giving effects to various transfers emanating from the Scheme. The Company has, therefore, surrendered the signed sets of profit and loss account and cash flow statement for the year ended 30th September, 2009 and the balance sheet as on that date together with the auditors report as explained above to the auditors to enable them to issue their Revised Audit Report on the Revised Financial Statements.

The revised Financial Statements for the year ended 30th September, 2009 appended to this Annual Report have been prepared after giving effects of the Scheme in the appropriate account heads in the books of account of the Company:

5. EXTENSION OF TIME FOR HOLDING 9TH ANNUAL GENERAL MEETING:

The Company had sought extension of time for holding the Annual General Meeting for adoption of the Financial Statements for the year ended 30th September, 2009. The Registrar of Companies, Pune vide his letter dated 24th February, 2010 has granted extension of time of three months ( i.e. upto 30th June, 2010 ) for holding the Annual General Meeting.

6. CONSOLIDATED FINANCIAL STATEMENTS :

Pursuant to Clause 32 of the Listing Agreement with the Stock Exchanges, read with the applicable Accounting Standards, issued by the Institute of Chartered Accountants of India, financial statements relating to Subsidiaries, as defined under the said Standards, are merged with the Accounts of the Company and the Consolidated Financial Statements are attached to these Account. The details are given under Note L to the said Consolidated Financial Statements.

7. SUBSIDIARIES :

The Statement pursuant to Section 212 of the Companies Act, 1956 and accounts of the Subsidiaries of the Company are attached to these Accounts.

8. PARTICULARS OF EMPLOYEES :

As required under the provisions of Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1 975 as amended, the names and other particulars of the employees are set out in the Annexure of the Directors Report. However, in terms of the provisions of Section 219(1 )(b)(iv) of the Companies Act, 1 956, the Report and the Accounts are being sent to all the Shareholders of the Company excluding the aforesaid Annexure. Any Shareholder interested in obtaining a copy of said Annexure may write to the Company Secretary at the Registered Office of the Company.

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

The additional information required under the provisions of Section 21 7(1 )(e) of the Companies Act, 1956 read with Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988, and forming part of the Report is reproduced hereunder :

I. CONSERVATION OF ENERGY : Since the Company is in the business of Generation of Power through non-conventional sources, this part is not applicable.

II. TECHNOLOGY ABSORPTION :

1. Research and development (R&D) :

The company continuously conducts R&D activities in-house using the existing manpower and other resources on continuous basis. The capital and recurring expenses on R&D activities is not separately identified.

2. Technology Absorption, Adaptation and Innovation :

The Company has not imported any technology.

III. FOREIGN EXCHANGE EARNINGS AND OUTGO : Total Foreign Exchange Used and Earned : Used : Rs. 228,873/-.

Earned : Rs. 18,413,253/-.

10. DIRECTORS :

In accordance with the provisions of the Companies Act, 1956 and the Articles of Association of the Company, Mr. B. N. Kalyani and Mr. S. S. Vaidya, Directors of the Company, retire by rotation at the ensuing Annual General Meeting and, being eligible, they offer themselves for re-appointment.

11. DIRECTORS RESPONSIBILITY STATEMENT :

Pursuant to the requirement under Section 21 7(2AA) of the Companies Act, 1 956, with respect to Directors Responsibility Statement, it is hereby confirmed :

(i) That in the preparation of the accounts for the financial year ended 30th September, 2009, the applicable accounting standards have been followed along with proper explanation relating to material departures;

(ii) That the Directors have selected such accounting policies and applied them consistently and made judgements and estimates that were 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 or loss of the company for the year under review ;

(iii) That the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities ;

(iv) That the Directors have prepared the annual accounts for the financial year ended 30th September, 2009 on a going concern basis.

12. AUDITORS :

You are requested to re-appoint Auditors for the current year to hold the office from the conclusion of the ensuing Annual General Meeting until the conclusion of the next Annual General Meeting.

Your directors wish to place on record their appreciation for the positive co-operation received from the Central Government, Government of Maharashtra, Financial Institutions and the Bankers. The directors also wish to place on record their appreciation of the unstinted efforts and contributions made by the Management Team and the employees of the Company at all levels.

The Directors express their special thanks to Mr. B. N. Kalyani, Chairman for his untiring efforts for the progress of the Company.

For and on behalf of the Board of Directors

PUNE B. N. KALYANI

Dated : 15th May, 2010 Chairman

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