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Bharat Electronics Ltd.

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  • BSE Code: 500049
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  • NSE Code: BEL
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Bharat Electronics Ltd. Accounting Policy

Corporate Governance Report

Philosophy and Code of Governance

BEL's philosophy of Corporate Governance is based on the principles of honesty, integrity, accountability, adequate disclosures, legal compliances, transparency in decision-making and avoiding conflicts of interest. BEL gives importance to adherence to adopted corporate values & objectives and continuously ensures ethical & responsible leadership at all levels in the Company in discharging social responsibilities as a corporate citizen. BEL believes in customer satisfaction, financial prudence and commitment to values. Our corporate structure, business and disclosure practices have been aligned to our Corporate Governance Philosophy.

BEL strives to transcend much beyond the basic requirements of Corporate Governance focusing consistently towards value addition for all its stakeholders. In keeping with its professional approach, BEL is implementing the precepts of Corporate Governance in letter and spirit.

Board of Directors

Composition

Pursuant to Companies Act, BEL is a 'Government Company' as 75.02% of the total paid-up share capital of the Company is held by the President of India.

In line with the provisions of clause 49 of the Listing Agreements with Stock Exchanges and the Guidelines on Corporate Governance for Central Public Sector Enterprises issued by the Dept. of Public Enterprises, Govt. of India (DPE Guidelines). The composition of Board of Directors of BEL has an appropriate mix of Executive Directors represented by Functional Directors including CMD and Non- Executive Directors represented by Government Nominees & Independent Directors, to maintain the independence of the Board and to separate the Board functions of management and control. As the Chairman is an Executive Director, Independent Directors comprise half of the strength of the Board.

As on 31 March 2015, BEL Board of Directors comprises of seven Whole-Time Executive (Functional) Directors including CMD, two Part-Time Government (Non-Executive) Directors and 3 Part-Time Independent (Non-Executive) Directors. In addition, under Government directives, the following are Permanent Special Invitees to all the Board Meetings of the Company : (i) the Vice Chief of Air Staff, Indian Air Force; (ii) the Chief of Material, Indian Navy; (iii) the Additional Financial Advisor & Joint Secretary, Ministry of Defence; (iv) Director General, Electronics & Communication Systems, DRDO.

There are six temporary vacancies of Independent Directors as on 31 March 2015 against the requirement of nine Independent Directors. All the vacancies were notified to Govt. for filling up. The matter of filling up of these vacancies is under consideration of Ministry of Defence, Government of India.

Meetings and Attendance

During the financial year ended 31 March 2015, five Board Meetings were held and the maximum interval between any two meetings was not more than 120 days. The Board Meetings were held on 11 April 2014, 30 May 2014, 31 July 2014, 07 November 2014 and 23 January 2015.

The number of Directorship and Committee positions given above are as notified by the Directors and it is confirmed that no Director has been a member of more than 10 Committees or acted as Chairman of more than 5 Committees across all companies in which he is a Director.

The Company has proper systems to enable the Board to periodically review compliance reports of all laws applicable to the Company, as prepared by the Company as well as steps taken by the Company to rectify instances of non-compliances. The Board reviewed compliance reports prepared by the Company on half-yearly periodicity.

Mandatory Committees of the Board

Audit Committee

The composition of the Audit Committee is in line with Section 177 of Companies Act 2013 (the Act), Clause 49, and DPE Guidelines. The Company's Audit Committee consists of three Independent Directors and one Government Director. In addition, the Company's Statutory Auditors, Director (Finance), Director (Bangalore Complex), Director (Other Units) and General Manager (Internal Audit) are also regularly invited to attend the Audit Committee meetings. Chairman of the Audit Committee is an Independent Director. Chairman of the Audit Committee attended the Annual General Meeting of the Company held on 25 September 2014. The terms of reference of the Audit Committee are as specified in Section 177 of the Act, Clause 49, and DPE Guidelines.

Some of the important functions performed by the Audit Committee are as follows :

• Oversight of the Company's financial reporting process and financial information submitted to the Stock Exchanges & other regulatory authorities.

• Reviewing with the Management the quarterly unaudited financial statements and the Auditors' Limited Review Report thereon / audited annual financial statements and Auditors' Report thereon before submission to the Board for approval. This would, inter alia, include reviewing changes in the accounting policies and reasons for the same, major accounting estimates based on exercise of judgement by the Management, significant adjustments made in the financial statements and / or recommendation, if any, made by the Statutory Auditors in this regard.

• Approval of payment to statutory auditors for any other services rendered by the statutory auditors.

• Reviewing the Management Discussion & Analysis of financial and operational performance.

• Reviewing with the Management, performance of statutory and internal auditors, the adequacy and effectiveness of the Company's system, internal controls and Governance Processes.

• Reviewing and discussing with the Management the Company's major financial risk exposures and steps taken by the Management to monitor and control such exposure.

• To oversee and review the functioning of a vigil mechanism (implemented in the Company as Whistle Blower Policy) and to review the findings of investigation into cases of material nature and the actions taken in respect thereof.

• Review the scope of the Statutory Auditors, the annual audit plan and the Internal Audit Plan with a view to ensure adequate coverage.

• Review the significant audit findings from the statutory and internal audits carried out, the recommendations and Management's response thereto.

• To grant omnibus approval for related party transactions which are in the ordinary course of business and on an arm's length pricing basis and to review and approve such transactions subject to the approval of the Board.

• Review of annual Cost Audit Report submitted by the Cost Auditor.

Nomination and Remuneration Committee

In compliance with the provisions of section 178 of the Companies Act, 2013 and listing agreement,the Board has renamed the existing “Remuneration Committee” as the “Nomination and Remuneration Committee”.

Composition : Mr. S M Acharya is the Chairman and Mr J Rama Krishna Rao and Lt Gen (Retd) V K Mehta are In compliance with the provisions of section 178 Members of the Committee.

The Committee met once on 22 January 2015. Chairman and all members of the Committee attended the aforesaid meeting.

Some of the important functions performed by the Committee include :

• Recommending policy to the Board in line with the provisions of Companies Act 2013, DPE Guidelines and Presidential Directives / Guidelines issued by Government of India.

• Approval of performance pay to the employees of the Company.

Remuneration Policy / Performance Evaluation

The Remuneration Policy of the Company states that the Company shall abide by the directives issued by Government of India on the qualifications, positive attributes and independence of a Director, and to adopt the remuneration for the Directors, Key Managerial Personnel and other employees as fixed by the Government of India conveyed by the Ministry of Defence. The evaluation and performance criteria of independent directors shall be on their attendance of Board and Committee meetings, their contribution at the meetings and their general conduct of affairs with functionaries of the Company, for evaluation; and areas of constructive suggestions, depth of scrutiny, care and mindfulness of issues placed before them and providing solutions, information and methods to safeguard the Company's interests, for performance assessment. The Remuneration policy is posted on the Company's website, www.bel-india.com .

BEL, being a Central Government Public Sector Enterprise, the appointment, tenure and remuneration of Directors (Functional Directors including CMD) are determined by Govt. of India through Public Enterprises Selection Board (PESB) / Search Committee, indicating the terms and conditions of appointment, including the period of appointment, the scale of pay with components such as Basic Pay, Dearness Allowance, entitlement to accommodation etc. subject to the relevant rules of the Company. Pay scales of Functional Directors including CMD are governed by Presidential Directives received from the Ministry of Defence.

The Govt. Nominee Directors are appointed (as Ex-Officio Director) by Ministry of Defence and they are not entitled to any remuneration / sitting fees.

The Non-Executive Independent Directors are appointed by Government of India and they are entitled to sitting fees for attending the Board / Committee meetings as prescribed by the Board in adherence with the Govt. Directives / statutory rules and regulations.

The appointment / remuneration and other matters in respect of KMPs and Senior Management Personnel are governed by the BEL Recruitment Rules and Procedures and subject to the policies and directives that may be issued by the Board of Directors and / or CMD as the case may be from time to time. Pay scales of KMPs and Senior Management Personnel are governed by Presidential Directives received from the Ministry of Defence.

The Independent Directors reviewed the performance of Chairman & Managing Director, Functional Whole - Time Directors, Non-Independent Directors and the Board as a whole in a separate meeting of Independent Directors. An exercise was carried out to evaluate the performance of the individual Directors including CMD on basis of certain important parameters like level of engagement and contribution, exercising independence of judgement, achievement of objectives and targets, Protection of interest of various stakeholders etc. The performance evaluation of the Independent Directors was carried out by the entire Board. The Directors expressed satisfaction with the evaluation process.

Part-Time Government (Non-Executive) Directors are not paid any remuneration or sitting fees for attending Board / Committee meetings. Part-Time Independent (Non-Executive) Directors are paid sitting fees of Rs. 20,000 per meeting of the Board / Board Committee attended. However, if the same Independent Director attends more than one meeting (of Board / Committee) on the same day, the sitting fees payable for each of such additional meeting is Rs. 10,000. Details of sitting fees paid to the Independent Directors during the financial year 2014-15 are given below :

The Company does not pay any commission to its Directors. The Company has not issued any stock options to its Directors. None of the Non-Executive Directors had any pecuniary relationship or transactions with the Company during the financial year 2014-15.

Directors' Shareholding

None of the BEL Directors hold any shares or convertible instruments of the Company as on 31 March 2015.

Stakeholders' Relationship Committee

In compliance with the provisions of section 178 of the Companies Act, 2013 and listing agreement, the Board of Directors in its meeting held on 07 November 2014 changed the nomenclature of the "Shareholder / Investor Grievance Committee" to "Stakeholders' Relationship Committee".

The Stakeholders' Relationship Committee is comprised of Mr. Vikram Srivastava as the Chairman and Mr M L Shanmukh and Mr. Amol Newaskar as Members of the Committee.

The terms of reference of the Stakeholder Relationship Committee are as specified in Section 178 of the Act and Clause 49 of the Listing Agreements with the Stock Exchanges.

The Committee met once during the year on 23 January 2015. Chairman and all Members of the Committee attended the said meeting.

Transfer requests and complaints from the shareholders are attended promptly as and when they are received. Five grievances from shareholders, mainly relating to dividend payment and Annual Report, were received and resolved during the year. No grievance was pending as on 31 March 2015. There were no pending share transfers at the close of the financial year.

Corporate Social Responsibility Committee

In pursuant to the provisions of section 135 of the Companies Act, 2013 and DPE Guidelines, Corporate Social Responsibility Committee has been constituted.

The salient terms of reference of the Corporate Social Responsibility Committee (CSR) include reviewing of the existing CSR Policy and to make it more comprehensive so as to indicate the activities to be undertaken by the Company as specified in Schedule VII of the Companies Act, 2013 and DPE Guidelines;

Some of the important terms of reference of the Committee are as follows :

• Formulating and recommending to the Board Corporate Social Responsibility Policy and the activities to be undertaken by the Company;

• Recommending the amount of expenditure to be incurred on the activities undertaken;

• Reviewing the performance of the Company in the area of Corporate Social Responsibility;

• Providing external and independent oversight and guidance on the environmental and social impact of how the Company conducts its business;

• Monitoring Corporate Social Responsibility Policy of the Company from time to time;

The Company has adopted a Corporate Social Responsibility Policy indicating the activities to be undertaken by the Company. During the year under review, the Company has conducted various CSR programmes in the areas of promoting education and environment sustainability.

Risk Management Committee

BEL strives continuously to identify, evaluate, prioritise and mitigate existing as well as potential risks related to the business of the Company through its robust Risk Management framework. Pursuant to the requirements of Clause 49 of Listing Agreement, a Board level Committee comprising the Director (Marketing) as Chairman, Director (Finance), Director (Bangalore Complex) and General Manager (Strategic Planning) as Members, was constituted. The Board of Directors reviews and monitors the status of Risk Management through the 'Risk Management Committee', examines the risks identified by internal Corporate Risk Management Committee, assesses the current status of Risk Management in the Company, monitors and reviews the implementation and effectiveness of the risk mitigation measures. The Risk Management Policy is posted on the Company's website, www.bel-india.com .

Other Non- Mandatory Committees

The following Sub Committees of the Board have been constituted :

R & D Committee

R&D Committee comprising the Chairman & Managing Director, one Independent Director, Director (R&D), and Director (Finance) has been constituted to consider and approve major research, development and engineering proposals.

Capital Investment Committee

Capital Investment Committee Comprising an Independent Director, Director (Bangalore Complex), Director (Other Units) and Director (Finance) has been constituted to consider and approve major capital investment proposals.

The Company Secretary is the Secretary to all the Committees referred to above.

Investment Committee

Investment Committee comprising the Chairman & Managing Director, the Director (Other Units), and the Director (Finance) to approve investment of short-term surplus funds.

Appointments Committee

Appointments Committee comprising the Chairman & Managing Director and Whole-Time Directors of relevant functional areas and one Part-Time Director for filling up vacancies in the posts of General Managers / Executive Directors.

Independent Directors' Meeting

During the year under review, the Independent Directors met on 20 March 2015, inter alia, to review :

i. The performance of Whole Time Directors and Chairman and Managing Director.

ii. The performance of Non-Executive Directors.

iii. Quality, content and timelines of flow of information between the Management and the Board that is necessary for the Board to perform it duties effectively.

All the Independent Directors of the Company were present at the said meeting.

Code of Conduct

Board of Directors of the Company has laid down a Code of Conduct for all Board members and senior management personnel of the Company under Clause 49 and DPE Guidelines. The Code of Conduct has been posted on the Company's website, www.bel-india.com . All Board Members and senior management personnel have affirmed compliance with the Code of Conduct during the year 2014-15. A declaration to this effect signed by the Chairman & Managing Director is attached to this Report.

Whistle Blower Policy

The Company has established vigil mechanism and adopted whistle blower policy for Directors and employees to report concerns about unethical behavior, actual or suspected fraud or violation of the Company's code of conduct or ethics policy.

The employees are encouraged to raise any of their concerns by way of whistle blowing and none of the employees have been denied access to the Chairman, Audit Committee. The Whistle Blower Policy is available on the website of the Company www.bel-india.com .

 Code for Prevention of Insider Trading and Fair Disclosure

In accordance with the SEBI (Prohibition of Insider Trading) Regulations 2015, the Company has put in place a Code of Conduct and Disclosure Procedure to prevent insider trading in the Company's securities and for transparent / streamlined disclosure / dissemination of information to the investors / public. This Code is applicable to all Directors, officers (top three tiers in all the Units / Offices of the Company), certain other specified employees at the Corporate Office and any other connected person as defined in the SEBI (Insider Trading Regulations) 2015. The Company Secretary is responsible for implementation of the Code. The Code of Conduct and Fair Disclosure Procedure has been posted in the Company's website www.bel-india.com .

Subsidiary Companies

The Company does not have any material subsidiary whose net worth exceeds 20% of the consolidated net worth of the holding Company in the immediately preceding accounting year or has generated 20% of the consolidated income of the Company during the previous financial year. Accordingly, a policy on material subsidiaries has not been formulated.

The Audited Annual Financial Statements of Subsidiary Companies are tabled at the Audit Committee and Board Meetings.

Copies of the Minutes of the Board Meetings of Subsidiary Companies are tabled at the subsequent Board Meetings.

Compliance Officer

Mr. S Sreenivas, Company Secretary, is the Compliance Officer. Contact details of the Compliance Officer :

Mr S Sreenivas, Company Secretary

Bharat Electronics Ltd,

Regd. & Corp. Office, Outer Ring Road, Nagavara, Bengaluru - 560045

Telephone : 080 25039300, Fax : 080 25039266

Email : secretary@bel.co.in

Disclosures

(a) The Company has not entered into any materially significant related party transactions that may have potential conflict with the interests of the Company at large. Nonetheless, transactions with related parties have been disclosed in point No. 15 of Note 30 of Notes to Accounts in the Annual Report.

(b) There were no cases of non-compliance by the Company and no penalties / strictures were imposed on the Company by the Stock Exchanges or SEBI or any other Statutory Authority on any matter related to capital markets, in the last three years.

(c) No items of expenditure, other than those directly related to its business or incidental thereto, those spent towards the welfare of its employees / ex-employees, towards fulfilling its Corporate Social Responsibility, were debited in books of accounts.

(d) Expenses incurred for the Board of Directors and Top Management are in the nature of salaries, allowances, perquisites, benefits and sitting fees as permissible under the rules of the Company. No other expenses, which are personal in nature, were incurred for the Board of Directors and Top Management.

(e) Administrative and office expenses as a percentage of total expenses and reasons for increase, if any :

Administrative and office expenses were 4.67% of the total expenses for the year 2014-15 as against 4.20% in the previous year. The increase is nominal.

Familiarisation & Training Programmes of Directors

At the time of induction of a new Director, a welcome letter is addressed to him along with details of duties and responsibilities required to be performed as a Director in addition to the compliances required from him under the Companies Act, Clause 49 of the Listing Agreements with Stock Exchanges and other applicable regulations. Relevant Disclosures are taken from the Director and the management of the Company familiarises the new Director about the Company, its operations, various policies and processes of the Company, various divisions of the Company and their role and responsibilities, the governance and internal control processes and other relevant important information concerning the Company. Directors are also regularly encouraged and sponsored for attending important training programmes relating to Board related practises and orientation programmes etc. conducted by various institutes of repute. During the previous year, two non-official Independent Directors and Director (Finance) were sponsored to attend 2-day training programme on Corporate Governance jointly organized by SCOPE under the aegis of DPE. Company will continue to depute its Directors for similar programmes in future.

Presidential Directives and Guidelines

The Company has been following the Presidential Directives and guidelines issued by the Govt. of India from time to time regarding reservation for SCs, STs and OBCs in letter and spirit. Liaison Officers are appointed at various Units / Offices all over the Country to ensure implementation of the Govt. Directives. Officials dealing with the subject were provided necessary training to enable them to update their knowledge on the subject and perform their job effectively.

BEL has implemented the Presidential Directive issued by the Government of India regarding implementation of Executives Pay Revision effective from 1 Jan 2007.

Means of Communication

The quarterly and annual financial results of the Company are sent to the Stock Exchanges by e-mail and field on-line on BSE's portal / NSE's NEAPS portal, immediately after the Board has taken them on record. The quarterly unaudited financial results are published in one of the newspapers, i.e., Business Standard / Financial Express / Business Line / Mint (in English), Jan Satta / Business Standard / Rashtriya Sahara (in Hindi) and Samyuktha Karnataka (in Kannada).

The quarterly and annually unaudited / audited results are simultaneously posted on the Company's website, viz, www.bel-india.com . The Company has been filing all Corporate Announcements, quarterly results, shareholding pattern, other information submitted to the Stock Exchanges in terms of the Listing Agreements. Press releases / presentations made to analysts are also being sent to the Stock Exchanges and posted on the Company's website.

Reconciliation of Share Capital Audit

The Company obtains a Reconciliation of Share Capital Audit Report from a practising Company Secretary every quarter to reconcile the total admitted capital with the National Securities Depository Ltd (NSDL) and Central Depository Services (India) Ltd (CDSL), and the total issued and listed capital. This Audit Report confirms that the total issued / paid up capital is in agreement with the total number of shares in physical form and the total number of dematerialised shares held with NSDL and CDSL. This Audit Report is forwarded to all the Stock Exchanges where BEL shares are listed.

The Company also obtains a Certificate of Compliance from a practising Company Secretary at half-yearly intervals certifying that transfer requests complete in all respects have been processed and share certificates with transfer endorsements have been issued by the Company within 15 days from the date of lodgement thereof. This Certificate of Compliance is forwarded to all the Stock Exchanges where Company's shares are listed.

MCA - 21 Compliance

The e-governance initiative of the Ministry of Corporate Affairs in the administration of the Act (MCA-21) provides the public, corporate entities and others an easy and secure online access to the corporate information including the filing of documents and public access to the information required to be in public domain under the statute, at any time and from anywhere. The Company has complied with all mandatory e-filing requirements under MCA-21 during financial year 2014-15.

Listing on Stock Exchanges

BEL's shares are currentlly listed on the following Stock Exchanges :

(1) Bombay Stock Exchange Limited

25th Floor, Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai - 400 001

(2) National Stock Exchange of India Limited

Exchange Plaza, Plot No. C/1, G Block, Bandra-Kurla Complex,

Bandra (E), Mumbai - 400 051

The Company has paid listing fees for the financial years 2014-15 and 2015-16 to both the Stock Exchanges.

The Stock Code assigned to the Company's equity shares by the respective Stock Exchanges and the ISIN number assigned by the Depositories for demat trade of the Company's equity shares are given below :

Stock Exchange Stock Code

Bombay Stock Exchange Limited -500049

National Stock Exchange of India Ltd. -BEL

ISIN -INE263A01016

Corporate Identification Number (CIN) -L32309KA1954GOI000787

Note : Consequent to the SEBI order on voluntary surrender of registration of Bengaluru Stock Exchange, BEL exited from Bengaluru Stock Exchange with effect from 26 December 2014.

Custody Fees to Depositories

The Company has paid annual custody fees for the financial years 2014-15 to both the Depositories, viz, NSDL and CDSL.

Share Transfer

Integrated Enterprises (India) Ltd, Bengaluru, a SEBI registered Category I Registrar and Share Transfer Agent is the Company's Registrar and Share Transfer Agent. The RTA's address is given below to forward all share transfer / transmission / split / consolidation / issue of duplicate certificates / change of address requests as well as all dematerialisation / rematerialisation requests and related matters as well as all dividend related queries and complaints :

Integrated Enterprises (India) Ltd.

No. 30, Ramana Residency, 4th Cross Sampige Road, Malleswaram Bengaluru - 560 003

Telephone : 080 23460815 to 818 Fax : 080 23460819 Email : irg@integratedindia.in

Share Transfer System

Shares sent for transfer are registered within the stipulated time. Shares under objection are returned within the stipulated time seeking suitable rectification. The Company has constituted a Share Transfer Committee comprising the Chairman & Managing Director, the Director (Finance), and the Director (Other Units) to consider and approve all share transfer requests and related matters. The Share Transfer Committee meets periodically to approve the transfers within the specified time.

Dematerialisation of Shares

CEO / CFO Certification

99.98% of total equity shares of the Company is held by the investors in dematerialized form with NSDL and CDSL.

Outstanding GDRs / ADRs / Warrants :

Not Applicable

Transfer to IEPF Account

During the year 2014-15, the Company transferred to the Fund an amount of X 1,17,448 from the Unpaid Dividend Account (X 76,888, of final dividend 2006-07 and X 40,560 of interim dividend 2007-08). The unclaimed / unpaid final dividend for the year 2007-08 and interim dividend for the year 2008-09 are due for transfer to the Fund in 2015-16. Notices to this effect have been sent to the respective shareholders to enable them to claim and receive the amount. The Company has posted on its website www.bel-india.com  in a separate page titled "Information for Investors" the details of dividend payment since 2007-08 onwards and guidance information for claiming unpaid dividend. Shareholders are requested to make use of the claim form provided there to claim unpaid / unclaimed dividend.

Credit Rating

ICRA has reaffirmed the following credit ratings of the Company for 2015-16 :

(i) Long-term rating of [ICRA]AAA (pronounced ICRA triple A) to X 20,000 Lakhs fund based bank limits.

(ii) Short-term rating of [ICRA]A1+ (pronounced ICRA A one plus) to X 270,000 Lakhs non-fund based bank limits.

(iii) Short-term rating of [ICRA]A1+ (pronounced ICRA A one plus) to X 500 Lakhs short-term debt programme.

The outlook on the long-term rating is 'stable'. These ratings indicate the highest credit quality in the long-term and short-term. The instruments rated in these categories carry the lowest credit risk in the long-term and short-term. These ratings (i) & (ii) are valid till 28 Feb 2016, and rating (iii) till 12 March 2016.

In terms of the requirements of Clause 49 and DPE Guidelines, the CEO / CFO certificate has been obtained and placed before the Audit Committee and the Board.

Compliance

The Company has complied with the Corporate Governance norms / guidelines under Clause 49 and DPE Guidelines subject to the necessary clarifications furnished to Stock Exchanges. The Company has also been submitting to the Stock Exchanges and to the Government, quarterly compliance report on Corporate Governance. As required under the Listing Agreement with the Stock Exchanges, the Auditors' Certificate on compliance condition of Corporate Governance by the Company is attached.

DPE Grading

The DPE guidelines on Corporate Governance for CPSEs provide that the CPSEs would be graded on the basis of their compliance with the guidelines. DPE has graded BEL as "Excellent" for the year 2013-14.

Additional / General Information for Shareholders

Annual General Meeting

Date : 3 September 2015 Time : 10.30 am

Venue : The Kalinga Hall, Hotel Lalit Ashok, Kumara Krupa High Grounds, Bengaluru - 560 001.

Financial Calendar 2015 - 16

Financial Year : 1 April 2015 to 31 March 2016

First quarter results : By end of July 2015

Second quarter results : By end of Oct 2015

Third quarter results : By end of Jan 2016

Annual Audited results : By end of May 2016

Annual General Meeting : September 2016

Book Closure

12 August 2015 to 14 August 2015 (both days inclusive).

Dividend Payment Date

Dividend will be paid within 30 days of declaration.

Plant Locations

(1) Jalahalli Post Bengaluru - 560013 (Karnataka) Phone : (080) 28382626 Fax : (080) 28382067

(2) Site IV, Sahibabad Industrial Area, Bharat Nagar Post, Ghaziabad - 201010 (Uttar Pradesh)

Phone : (0120) 2777707, 2813500, 2814000 Fax : (0120) 2776730, 2776733, 2770923

(3) Plot No.405, Industrial Area, Phase III, Panchkula - 134113 (Haryana)

Phone : (0172) 3937252, 2591528, 3937400 Fax : (0172) 2594548, 2591463

(4) Balbhadrapur, Dist. Pauri Garhwal, Kotdwara - 246149, (Uttarakhand)

Phone : (01382) 231171 to 231178 Fax : (01382) 231132, 231135

(5) Plot No.L-1, M.I.D.C. Industrial Area, Navi Mumbai - 410208 (Maharashtra).

Phone : (022) 27412701 Fax : (022) 27412888, 27412887

(6) N.D.A. Road, Pashan, Pune - 411021 (Maharashtra) Phone : (020) 25865400, 22903000 Fax : (020) 25865577, 22903313

(7) Industrial Estate, Nacharam, Hyderabad - 500076 (Telangana)

Phone : (040) 27194700 Fax : (040) 27171406

(8) Post Box No.26, Ravindranath Tagore Road, Machilipatnam - 521001 (Andhra Pradesh). Phone : (08672) 223581, 223582 Fax : (08672) 222640

(9) Post Box No. 981, Nandambakkam, Chennai - 600089 (Tamil Nadu) Phone : (044) 22326906 Fax : (044) 22326905

Registered Office / Address for Correspondence

Bharat Electronics Ltd CIN : L32309KA1954GOI000787

Registered Office,

Outer Ring Road, Nagavara, Bengaluru - 560 045

Telephone : (080) 25039300 Fax : (080) 25039233

E-mail : secretary@bel.co.in  Website : www.bel-india.com