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BCL Ltd.

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Annual Report

For Year :
2018 2016 2015 2014 2013 2012 2011 2010 2009

Director’s Report

To

The Members,

BCL INDUSTRIES LIMITED

(Formerly Known as BCL Industries & Infrastructures Limited)

The Directors have pleasure in presenting their 42nd Annual Report along with the Standalone and Consolidated Audited Financial Statements of your Company for the year ended 31st March, 2018. The summarised consolidated and standalone financial performance of your Company is as follows:

(Rs. In Lakhs)

Particulars

Standalone

Consolidated

Current year 2017-18

Previous Year 2016-17

Current year 2017-18

Previous Year 2016-17

Sales

85078.65

67128.11

85078.65

67128.11

Other Income

676.86

467.47

677.05

467.47

Total Income

85755.51

67595.58

85755.70

67595.58

Profit before Depreciation, Finance Cost and Tax Expense

5363.19

4128.37

5356.26

4128.37

Less: Depreciation

1052.88

850.58

1055.27

850.58

Less: Finance Cost

2079.19

2135.63

2126.14

2135.63

Profit before Tax

2231.12

1142.16

2174.85

1142.16

Less: Current Tax

350.00

200.00

350

200.00

Add/(Less): Deferred Tax

(41.37)

46.60

(41.37)

46.60

Less: Prior period items

-

12.70

-

12.70

Profit for the year

1839.75

976.06

1783.48

976.06

Other Comprehensive Income/(Loss)

(32.62)

(26.65)

(32.62)

(26.65)

Total Comprehensive Income

1807.13

949.41

1750.86

949.41

Earnings Per Share (of Rs. 10/- each) :

Basic

12.78

6.90

12.26

6.90

Diluted

10.31

6.90

9.90

6.90

PERFORMANCE REVIEW

During the year under review, the total Revenue of the Company was Rs. 85,755.51 Lakhs as against Rs. 67,595.58 Lakhs in the previous year showing an increase of 26.87%. The Company has earned a Net Profit after tax of Rs. 1,839.75 Lakhs as against Rs. 976.06 Lakhs in the previous year, showing a massive increase of 88.49% over the previous year. Earning Per Share of the Company for the current year 2017-18 has been almost double to Rs. 12.78 as compared to Rs. 6.90 per share (Basic) in the previous year. Your directors have made all their efforts to maintain healthy financial results of the company and they achieved success in maintaining the same which is apparent from the financial results of the company. Your directors are committed to keep this trend in future also.

CONSOLIDATED FINANCIAL STATEMENTS

As per Regulation 33 of the SEBI (“Listing Obligations and Disclosure Requirements) Regulations 2015 and applicable provisions of the Companies Act, 2013 read with the Rules issued thereunder, the Consolidated Financial Statements of the Company for the Financial year 2017-2018 have been prepared in compliance with the applicable Accounting Standards, Ind AS and on the basis of Audited Financial Statements of the Company and its Subsidiary as approved by the respective Board of Directors . The Consolidated Financial Segments together with Auditors Report from part of the Annual Report. The Company has first time adopted Indian Accounting Standards (Ind AS) from 01st April, 2017.

SHARE CAPITAL/CHANGES IN CAPITAL STRUCTURE

During the year under review, the issued and paid up Equity Share Capital of the Company increased from Rs. 14,15,00,000/-divided into 1,41,50,000 Equity Shares of Rs. 10/- each, to Rs. 15,70,60,000/- divided into 1,57,06,000 Equity Shares of Rs. 10/- each on account of allotment of 15,56,000 Equity Shares to persons of Promoter Group on account of conversion of 15,56,000 warrants already issued on preferential basis. During the year under review, except for conversion of warrants into equity shares, the Company has neither issued any shares with differential voting rights or granted stock options or issued sweat equity or purchased its own shares nor the company has made any Public/ Rights/Bonus/ buy back of Equity Shares of the Company.

Further, after the close of financial year 2017-18, the Company has further allotted 17,27,000 equity shares to persons of Promoter Group on account of conversion of 17,27,000 warrants already issued on preferential basis. As a result, as on date, the paid up equity share capital of the Company stand increased to Rs. 17,43,30,000/- divided into 1,74,33,000 equity shares of Rs. 10/- each. The said warrants carry an option / entitlement to subscribe to equivalent number of Equity Shares of Rs. 10/- each at a future date, not exceeding 18 (eighteen) months from the date of issue of such warrants at a price of Rs. 75/- which includes a premium of Rs. 65/- per share determined in accordance with Regulation 76 of the SEBI (Issue of Capital & Disclosure Requirements) Regulations, 2009.

DIRECTORS AND KMPs

(i) Appointments

There were no fresh/additional appointments to Board of Directors, during the financial year 2017-18.

(ii) Retirement by rotation

In accordance with the provisions of the Companies Act, 2013 and Articles of Association of the Company, Sh. Rajinder Mittal, Managing Director and Sh. Sat Narain Goyal, Whole-time Director of the Company, retire by rotation at the ensuing Annual General Meeting and being eligible offer themselves for re-appointment.

(iii) Resignations/ Removal of Directors

None of the Directors resigned from the Board of Directors of the Company during the year 2017-18. Further, in accordance with the provisions of Section 169 of the Companies Act, 2013 and other applicable provisions, Mr. Abhishek Bansal was removed from the Board of Directors w.e.f. 12th March, 2018.

(iv) Declarations by Independent Directors

Pursuant to sub section (6) of Section 149 of the Companies Act, 2013 and Reg 16(1) (b) of the SEBI (Listing Obligations and Disclosure Requirement) Regulations, 2015, the Independent Directors of the Company have given declaration to the Company that they qualify the criteria of independence as required under the Act and the regulations.

(v) Board Meetings

The Board meets at regular intervals to discuss and decide on Company’s business operations, policies and strategy apart from other Board businesses. During the year, 20 (Twenty) Board Meetings and 6 (Six) Audit Committee Meetings were convened and held. The details are given in the Corporate Governance Report. The intervening gap between the two Meetings was within the period prescribed under the Companies Act, 2013.

(vi) Board Evaluation

The Board has carried out an annual evaluation of its own performance, the Directors and also Committees of the Board based on the guideline formulated by the Nomination & Remuneration Committee. Board composition, quality and timely flow of information, frequency of meetings, and level of participation in discussions were some of the parameters considered during the evaluation process. The details of the familiarization programme adopted by the Company for the orientation and training of the Directors and the Board evaluation process for Directors undertaken in compliance with the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 forms part of the Corporate Governance Report of this Annual Report.

Further, a Separate Meeting of the Independent Directors of the Company was held once during the year on 14.11.2017 which also reviewed the performance of the Non-executive directors, Chairman of the Company and performance of the Board as a whole. The details of the programme for familiarization of the Independent Directors of your Company are available on the Company’s website at weblink: http://www.bcl.ind.in/pdf/policies-mechanisms-2018/ familiarization-program-2017-2018.

(vii) Nomination & Remuneration Policy

The Board has, on the recommendation of the Nomination & Remuneration Committee, already framed a Policy for selection, appointment and remuneration of Directors and Key Managerial Personnel. The policy on Director’s appointment and remuneration including criteria for determining qualifications, positive attributes, independence of Director, and also remuneration for key managerial personnel and other employees, forms part of the Corporate Governance Report of this Annual Report.

(viii) Key Managerial Personnel

During the year 2017-18, the Company had four Key Managerial Personnel viz. Mr. Rajinder Mittal, Managing Director, Mr. Sat Narain Goyal, Whole time Director cum CFO, Mr. Subhash Mittal, CEO and Mrs. Kangan Dhamija, Company Secretary. Mr. Ashok Kumar Jindal resigned from the post of CFO w.e.f 30th June, 2017. Mr. Sat Narain Goyal, Whole Time Director was re-designated as Whole Time Director cum CFO of the Company during the year 2017-18 . He was again re-designated to the post of Whole Time Director w.e.f. 12th December, 2017.

Further, Mrs. Kangan Dhamija has resigned from the post of Company Secretary w.e.f 31st March, 2018. After the close of Financial Year 2017-18, Mr. Gurinder Singh Makkar has joined as Company Secretary cum Compliance Officer w.e.f. 11th April, 2018 and Mr. Gulab Singh has been appointed as Chief Financial Officer of the Company w.e.f. 11th April, 2018.

In compliance with Regulation 36(3) of SEBI (Listing Obligations and Disclosure Requirement) Regulations, 2015, brief resume of all the Directors proposed to be appointed / re-appointed are attached along with the Notice to the ensuing Annual General Meeting. The Remuneration paid to the KMPs is given in Form MGT-9 and Corporate Governance Report section of the Annual Report .

CHANGES IN MANAGERIAL PERSONNEL

After the close of Financial Year 2017-18, Mr. Rajinder Mittal was redesignated to the position of Non-Executive Director, liable to retire by rotation on 02nd August, 2018. He has been appointed as Managing Director of the Company for a period of three years w.e.f. 13th August, 2018 subject to the approval of Members of the Company at the ensuing Annual General Meeting. Accordingly, Members approval is being sought to his appointment as Managing Director of the Company.

Further, Mr. Sat Narain Goyal was also re-designated to the position of Non-Executive Director, liable to retire by rotation on 02nd August, 2018. He has been appointed as Whole Time Director of the Company for a period of three years w.e.f. 13th August, 2018 subject to the approval of Members of the Company at the ensuing Annual General Meeting. Accordingly, Members approval is being sought to his appointment as Whole Time Director of the Company.

CHANGE IN THE NAME OF THE COMPANY

During the year under review, the name of the company was changed from “BCL Industries & Infrastructures Limited” to “BCL Industries Limited” pursuant to approval given by the members at the 41st Annual General Meeting held on 23rd Day of September, 2017 and after obtaining other necessary approvals and meeting the required compliances .

SUBSIDIARY COMPANY

During the Financial Year 2017-18, M/s Svaksha Distillery Limited became the subsidiary of the Company. The Company holds 51% Equity Shares in the subsidiary as on 31st March, 2018.

A separate statement containing the salient features of Financial Statements of the Subsidiary of the company in the prescribed form AOC-1 given at Annexure- G forms a part of this report and consolidated Financial Statements in accordance with Section 129 (3) and other applicable provisions, if any, of the Companies Act, 2013 read with Rule 5 of the Companies (Accounts) Rules, 2014 . The said forms also highlights the Financial Performance of the subsidiary Company included in the Consolidated Financial Statements pursuant to Rule 8(1) of the Companies (Accounts) Rules, 2014.

In accordance with Section 136 of the Companies Act, 2013, the Financial Statements of the Subsidiary Company shall be kept open for inspection by the members at the Registered office of the Company during Business hours on all days except Saturdays, Sundays and public holidays upto the date of the Annual General Meeting (‘AGM’). Any member desirous of obtaining a copy of the said financial statements may write at registered office of the company. The Audited Financial Statements including Consolidated Financial Statements and all other documents required to be attached to this report have been uploaded on the website of the company www.bcl.ind.in. The company has also formulated a policy for determining material subsidiary. The said policy is also available on the website of the Company and the weblink of the same is http:// www.bcl.ind.in/pdf/policies-mechanisms-2018/determining-material-policy-2017-2018.pdf

DIVIDEND

Your directors are of a view to plough back the profits in order to meet the requirements for the increased working capital, hence the directors did not recommend any dividend to be declared for the year under review.

TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND

In terms of the provisions of Investor Education and Protection Fund (Accounting, Audit, Transfer and Refund) Rules, 2016 /Investor Education and Protection Fund (Awareness and Protection of Investors) Rules, 2001, there are no amounts requiring transfer to Investor Education and Protection Fund during the year 2017-18 . In the recent years, the company has declared Dividends only for the years 2014-15 and 2016-17. Dividends that remain unclaimed / unpaid for a period of seven (7) years from the date on which they were declared, are required to be transferred to the Investor Education and Protection Fund.

TRANSFER TO RESERVES

The Company does not propose to transfer any amount to reserves.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

The details of loans, guarantees and investments covered under Section 186 of the Companies Act, 2013 and details of loans from Banks/FIs/ Directors, are provided in Financial Statements and Notes thereto.

DEPOSITS

The details of deposits accepted/ renewed during the year under review are furnished hereunder:

S. No.

PARTICULARS

(Rs. In Lakhs)

a)

Accepted during the year

48.52

b)

Remained unpaid or unclaimed as at the end of the year

-

c)

Whether there has been any default in repayment of deposits or payment of interest thereon during the year and if so, number of such cases and the total amount involved

(i) at the beginning of the year;

(ii) maximum during the year;

(iii) at the end of the year

d)

The details of deposits which are not in compliance with the requirements of Chapter V of the Companies Act, 2013

-

e)

Amount of deposits repaid during the year

33.50

f)

Balance of deposits outstanding at the end of the year

75.02

CHANGE IN THE NATURE OF BUSINESS

There is no change in the nature of the business of the company. Your company tends to run the same business activities till date.

MATERIAL CHANGES BETWEEN THE DATE OF THE BOARD REPORT AND END OF FINANCIAL YEAR

There have been no material changes and commitments, if any, 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.

RESOLUTION AND MATTERS APPROVED THROUGH POSTAL BALLOT SINCE END OF FINANCIAL YEAR

The Members of the Company have given their approval vide Resolutions passed on 25th July, 2018 in response to the Notice of Postal Ballot dated 30th May, 2018, to the following :

1. Increase in authorised share capital of the Company:

Members have approved the increase in Authorised Share Capital to Rs. 25 Crores and consequent changes in Memorandum of Association of the Company. The Authorised Share Capital of the Company stands increased to Rs. 25 Crores divided into 2.5 Crore Equity Shares of Rs. 10/- each.

2. Adoption of new set of Memorandum of Association (MOA) of the Company:

The Company has adopted by passing Special Resolution by Postal Ballot Process, a new set of MOA to make it consistent with the provisions of Companies Act, 2013 including the Rules framed thereunder. The altered MOA of the Company, as approved and applicable w.e.f. 25th July, 2018 is available at website of the Company i.e. www.bcl.ind.in.

3. Adoption of new set of Articles of Association (AOA) of the Company:

The Company has adopted by passing Special Resolution, a new set of AOA of the Company suitably rephrased in accordance with the provisions of Companies Act, 2013. The altered AOA of the Company as approved and applicable w.e.f 25th July, 2018 is available at website of the Company i.e. www.bcl.ind.in

4. Raising of further capital/funds by Issue of Equity Shares/Securities through Qualified Institutions Placement:

Members have approved by passing Special Resolution, issue of Equity Shares/Securities through Qualified Institutions Placement to the Qualified Institutional Buyers (“QIBs”) upto an amount of Rs. 60 Crorers.

ANNUAL RETURN

The Extract of Annual Return as required under section 92(3) of the Companies Act, 2013 read with Rule 12 of the Companies (Management and Administration) Rules, 2014 in Form MGT-9 is appended as an ANNEXURE- E to this Report.

CORPORATE GOVERNANCE REPORT

The report on Corporate Governance as stipulated under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 forms an integral part of this Report. The requisite certificate from the Statutory Auditors of the Company confirming compliance with the conditions of corporate governance is attached to the report on Corporate Governance.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report as given in the Annual Report forms part of this Report.

COMMITTEES OF THE BOARD

The Board Committees play a crucial role in the governance structure of the Company and have been constituted to deal with the specific areas / activities which concern the Company and need a closer review. The Board Committees are set up under formal approval of the Board to carry out clearly defined roles which are considered to be performed by members of the Board, as a part of good governance practice. The Board supervises the execution of its responsibilities by the Committees and is responsible for their action. The minutes of the meetings of all Committees are placed before the Board for review. The Board has currently the following Statutory Committees:-

(a) Audit Committee

(b) Nomination and Remuneration Committee

(c) Stakeholder Relationship Committee

(d) Corporate Social Responsibility Committee

DISSOLVING OF THE RISK MANAGEMENT COMMITTEE

As our company is not among top 100 listed companies determined on the basis of market capitalization as stipulated under SEBI (Listing Obligation and Disclosure Requirement) Regulation, 2015, it is not mandatory for the Company to maintain such Committee. So, after the close of financial year 2017-18, the Board of Directors at its meeting held on 30.05.2018, has dissolved Risk Management Committee on the basis of aforesaid grounds.

RELATED PARTY TRANSACTIONS

All transactions entered with Related Parties for the year under review were on arm’s length basis and in the ordinary course of business and that the provisions of Section 188 of the Companies Act, 2013 and the Rules made thereunder are not attracted. A disclosure in Form AOC-2 in terms of Section 134 of the Companies Act, 2013 though not required, is given at Annexure- C forming part of this Report. All related party transactions are placed before the Audit Committee of the Board of Directors for its approval. Prior omnibus approval of the Audit Committee of the Board of Directors is obtained for the transactions, which are of foreseen and repetitive nature. A statement giving details of all related party transactions, entered pursuant to the omnibus approval so granted, is placed before the Audit Committee of the Board of Directors for their review on a quarterly basis. The policy on Materiality of and dealing with Related Party transactions as approved by the Board is uploaded on the Company’s website i.e. www.bcl.ind.in.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

Pursuant to Section 177(9) of the Companies Act, 2013 and applicable provisions of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has formulated a Vigil Mechanism for directors and employees to report genuine concerns has been established. The Vigil Mechanism Policy has been uploaded on the website of the Company at www.bcl.ind.in.

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

The information relating to conservation of energy, technology absorption and foreign exchange earnings & outgo, as required under Section 134(3) (m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014, is given at Annexure- B forming part of this Report.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

There are no significant and material orders passed by the Regulators/ Courts which would impact the going concern status of the Company and its future operations.

STATUTORY AUDITORS

M/s Himanshu & Associates, Chartered Accountants, Bathinda, were re-appointed as Statutory Auditors of the Company at the 41st Annual General Meeting in accordance with the provisions of the Companies Act, 2013. M/s Himanshu & Associates resigned from the post of Statutory Auditor of the Company and the casual vacancy was filled by the appointment of M/s AMRG & Associates, Chartered Accountants, New Delhi, (FRN : 004453N) in their place and their appointment was approved at the Extra Ordinary General Meeting held on 12th March, 2018. M/s AMRG & Associates, Chartered Accountants, New Delhi, (FRN : 004453N) will hold office upto the conclusion of ensuing Annual General Meeting. Based on the recommendation of Audit Committee, your Company seeks approval for the appointment of M/s AMRG & Associates, Chartered Accountants, New Delhi, (FRN : 004453N) as our Statutory Auditors to hold office from the conclusion of 42th Annual General Meeting upto the conclusion of 47th Annual General Meeting.

There are no qualifications or reservation or remarks made by the Auditors in their Report.

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 had appointed M/s S. Parnami & Associates, Company Secretaries, a firm of Company Secretaries in Practice, to undertake the Secretarial Audit of the Company. Secretarial Audit Report as per Section 204 of Companies Act 2013 is placed as Annexure - A to this report. No adverse comments have been made in the said report by the Practicing Company Secretary.

COST AUDITORS

The Board of Directors has on the recommendation of Audit Committee, approved the appointment of M/s Khushwinder Kumar & Co., Cost Accountants, Jalandhar (Firm Registration No. 100123), as the Cost Auditors of the company for the year 2018-19 at a remuneration of Rs. 50000/- plus taxes and out of pocket expenses. The proposed remuneration of the Cost Auditors would be approved by the members in the ensuing AGM. For the year 2017-18, the Cost Audit report shall be duly filed within prescribed time.

APPLICABILITY AND MAINTENANCE OF COST RECORDS

In terms of Companies (Accounts) Amendment Rules, 2018, a Disclosure is hereby made that maintenance of cost records as specified by the Central Government under sub-section (1) of section 148 of the Companies Act, 2013, is required by the Company and accordingly such accounts and records are made and maintained.

AUDITORS’ REPORT

The Auditors’ Report is self-explanatory and do not call for further comments as there are no adverse remarks in the Auditors’ Report.

APPOINTMENT OF SECRETARIAL AUDITOR AND INTERNAL AUDITOR

The Company has in accordance with the applicable provisions of the Companies Act, 2013, appointed M/s S.Parnami & Associates, Practicing Company Secretaries (C.P. No. 11181), Bathinda, as the Secretarial Auditors. The Company has appointed M/s Kamal Parshotam Jain & Co., Chartered Accountants, (Membership No. 97577, Firm Registration No. 016659N) as the Internal Auditors.

LISTING OF SECURITIES

Presently, the securities of the Company are listed only at BSE Ltd. (BSE). The Company has paid the listing fees to the BSE upto the financial year 2018-19.

During the year under review, the Company has allotted 15,56,000 equity shares to persons of Promoter Group on conversion of 15,56,000 warrants already issued on preferential basis. The Company has applied for listing approval and listing approval in respect of said shares is pending with BSE.

INDUSTRIAL RELATIONS

The industrial relations remained very cordial and responsive during the year under review.

DISCLOSURE OF COMPLAINTS OF SEXUAL HARRASMENT, CHILD LABOUR ETC.

The Company’s Policy on Prevention of Sexual Harassment at workplace is in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 (Prevention of Sexual Harassment of Women at Workplace Act) and Rules framed thereunder. Internal Complaints Committees have also been set up to redress complaints received regarding sexual harassment.

The Company is committed to providing a safe and conducive work environment to all of its employees and associates. The following is a summary of sexual harassment complaints received and disposed off during the year 2017-18:

Sr. No.

Category

No. of complaints during financial year 2017-18

No. of complaints pending as at end of year 2017-18 1

1

Child labour/forced labour/involuntary labour

The Company does not hire Child Labour, Forced Labour or Involuntary Labour.

No case reported

Not Applicable

2

Sexual Harassment

No case reported

Not applicable

3

Discriminatory employment

No case reported

Not applicable

STATEMENT AS TO INTERNAL COMPLAINTS COMMITTEE

In terms of Companies (Accounts) Amendment Rules, 2018, it is hereby stated that the Company has complied with provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

As per requirement of Section 135 of the Companies Act, 2013 read with Schedule VII of the said Act and further read with Companies (Corporate Social Responsibility) Rules, 2014, the Company has a duly constituted “Corporate Social Responsibility Committee” consisting of following persons as Members/ Chairman :

Sr. No.

Name Of The Director

Designation

1

Mr. Ramesh Chander Nayyar (Independent Director)

Chairman

2

Mr. Sat Narain Goyal (Whole Time Director/ Executive Director)

Member

3

Mr. Varinder Kumar Nayar (Independent Director)

Member

4

Mrs. Meenu Mittal (Independent Women Director)

Member

During the year, the Company had identified certain projects/activities on which the CSR expenditure for the financial year 2017-18 was made. The activities included promoting of education and healthcare etc. Details about the CSR policy and initiatives taken by the Company during the year are available on your company’s website www.bcl.ind.in. The Report on CSR activities is given in Annexure- D forming part of this Report. The Company has spent around 98% of the expenditure required to be made on CSR Activities under Section 135 of the Companies Act, 2013 read with relevant Rules thereto. The Company is endeavored to ensure full utilization of the allocated CSR budget. The minor amount which remained unspent due to unavoidable circumstances, will be added to the CSR budget for the Financial Year 2018-19.

GRATUITY

The provision for gratuity has been made as provided under the Payment of Gratuity Act on the basis of Actuarial Valuation.

PARTICULARS OF THE EMPLOYEES

The provisions of Rule 5(2) & 5(3) of the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014 requiring particulars of the employees in receipt of remuneration in excess of Rs. 8.5 lacs per month or Rs. 1.02 Crores per year to be disclosed in the Report of Board of Directors are not applicable to the Company as none of the employees was in receipt of remuneration in excess of the these specified amounts. So this information is NIL.

The information and other details required under Section 197(12) of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014 is given in the Statement annexed herewith at Annexure- F forming part of this Report.

INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has designed and implemented a process driven framework for Internal Financial Controls. For the year ended on March 31, 2018, the Board is of the opinion that the Company has sound Internal Financial Controls commensurate with the size, scale and complexity of its business operations. During the year, such controls were tested and no material weakness in their operating effectiveness was observed. The Company has a process in place to continuously monitor the same and identify gaps, if any, and implement new and/ or improved controls whenever the effect of such gaps would have a material effect on the Company’s operations.

CAUTIONARY STATEMENT

Statements in this report, describing the Company’s objectives, expectations and/or anticipations may be forward looking within the meaning of applicable Securities Law and Regulations. Actual results may differ materially from those stated in the statement. Important factors that could influence the Company’s operations include global and domestic supply and demand conditions affecting selling prices of finished goods, availability of inputs and their prices, changes in the Government policies, regulations, tax laws, economic developments within the country and outside and other factors such as litigation and industrial relations.

The Company assumes no responsibility in respect of the forward-looking statements, which may undergo changes in future on the basis of subsequent developments, information or events.

DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to the Section 134 (5) of the Companies Act, 2013 the Board of Directors of the Company confirms that:

a) In the preparation of the annual accounts for the financial year ended March 31, 2018, the applicable accounting standards and Ind AS had been followed and there were no material departures;

b) The directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year as at March 31, 2018 and of the profit and loss of the company for that period;

c) The directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

d) The directors had prepared the annual accounts on a going concern basis;

e) The directors, in the case of a listed Company, had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

f) The directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

DECLARATION REGARDING CODE OF CONDUCT

Directors, Key Managerial Personnel and senior management of the Company have confirmed compliance with the Code of Conduct applicable to the Directors and employees of the Company and the declaration in this regard made by CEO and the Mg. Director of the Company forms part of this Annual Report. The said code is available at the Company’s website i.e. www.bcl.ind.in.

ACKNOWLEDGEMENTS

The Board of Directors place on record sincere gratitude and appreciation for all the employees at all levels for their hard work, solidarity, cooperation and dedication during the year.

The Board conveys its appreciation for its customers, shareholders, suppliers as well as vendors, bankers, business associates, regulatory and government authorities for their continued support.

For and on behalf of the Board of Directors

(RAJINDER MITTAL) (SAT NARAIN GOYAL)

Place : Bathinda Managing Director Whole Time Director

Date : 13th August, 2018 DIN: 00033082 DIN: 00050643

Director’s Report