The Directors have the pleasure of presenting the Seventh Annual
Report of the Company on the business and operations of the Company,
together with Audited Statement of Accounts for the year ended March
The Company''s performance during the financial year ended March 31,
2015 as compared to the previous financial year is summarized as below:
(Amount in Rs.)
PARTICULARS 2014-15 2013-14
Revenue from operations 2,23,05,92,466 1,50,93,76,322
Other Income 2,45,45,097 234,41,441
Total Income 2,25,51,37,563 1,53,28,17,763
Cost of Raw Material 98,78,66,781 71,18,54,319
Purchase of Stock in Trade 1,14,36,57,291 78,63,78,001
Change in Inventories 3,87,11,241 (4,09,80,030)
Employee Benefit Expenses 72,24,164 63,85,906
Finance Cost 2,18,74,179 1,33,77,121
Depreciation 85,23,561 52,83,645
Other Expenses 3,73,39,775 4,29,48,313
Total Expenses 2,24,51,96,992 1,52,52,47,275
Profit Before Tax 99,40,571 75,70,488
Less: Tax 31,63,984 23,45,093
Net Profit 67,76,587 52,25,395
NATURE OF BUSINESS
The Company is engaged in manufacturing and trading activities. Company
manufactures and trades ferrous and non ferrous items metal items,
which includes wires & cables and handcrafts.
There was no change in the nature of the business of the Company during
the year under review.
FINANCIAL PERFORMANCE REVIEW
Your company achieved an all time high performance both in turnover and
its profits. During the year under review, your Company''s total revenue
stood at Rs. 2,25,51,37,563/- as at 31st March, 2015 as compared to Rs.
1,53,28,17,763/- as at 31st March, 2014.
Your directors hoping the good business performance in the coming
Despite stiff competition from other countries, international buyers
show preference to your company''s product for its quality and timely
delivery and hence your Directors are confident of achieving better
working results in the coming years.
RESERVES & SURPLUS
The Company''s Reserve & Surplus in the year 2015 is 96064556 as
compared to the previous year it was 89287969.
No Profit transferred to any specific reserve created but transferred
to general reserves.
The Board of Directors has not recommended any dividend on the Share
Capital of the Company for the period ended 31st March 2015 considering
the current cash flow position of the Company and future funds
requirement for growth of business.
During the year under review, your Company did not accept any deposits
in terms of Section 73 of the Companies Act, 2013 read with the
Companies (Acceptance of Deposit) Rules, 2014. As on April 1, 2014, no
amounts were outstanding which were classified as ''Deposits'' under the
applicable provisions of Companies Act, 1956 and hence, the requirement
for furnishing of details of deposits which are not in compliance with
the Chapter V of the Companies Act, 2013 is not applicable.
LISTING ON STOCK EXCHANGES
Your Company''s shares are listed on the BSE Limited (SME Platform).
Annual Listing Fee for the F.Y has been paid within time.
CASH FLOW STATEMENT:
In conformity with the provisions of Clause 34 of the Listing agreement
(BSE-SME) and requirements of Companies Act the Cash flow Statement for
the year ended 31.03.2015 is forming a part of Annual Report.
DISCLOSURES UNDER SECTION 134(3)(L) OF THE COMPANIES ACT, 2013
Except as disclosed elsewhere in this report, no material changes and
commitments which could affect the Company''s financial position have
occurred between the end of the financial year of the Company and the
date of this report.
PARTICULARS OF CONTRACTS OR ARRANGEMENT WITH RELATED PARTIES
All transactions of the Company with Related Parties are in the
ordinary course of business and at arm''s length. Information about the
transactions with Related Parties is given in the Corporate Governance
Report which forms a part of this Annual Report.
Form AOC - 2 pursuant to the provisions of Section 134 (3) (h) of the
Companies Act, 2013, read with Rule 8 (2) of the Companies (Accounts)
Rules, 2014 is given as Annexure I to this Directors'' Report.
PARTICULARS OF LOANS, GUARANTEES, INVESTMENTS UNDER SECTION 186
Particulars of loans, guarantees and investments as on 31st March, 2015
are given in the Notes to the financial statement.
DISCLOSURE RELATING TO EQUITY SHARES WITH DIFFERENTIAL RIGHTS
The Company has not issued any equity shares with differential rights
during the year under review and hence no information as per provisions
of Rule 4(4) of the Companies (Share Capital and Debenture) Rules, 2014
has been furnished.
DISCLOSURE RELATING TO SWEAT EQUITY SHARE
The Company has not issued any sweat equity shares during the year
under review and hence no information as per provisions of Rule 8(13)
of the Companies (Share Capital and Debenture) Rules, 2014 has been
DISCLOSURE RELATING TO EMPLOYEE STOCK OPTION SCHEME AND EMPLOYEE STOCK
The Company has not issued any employee stock option scheme and
employee stock purchase scheme and hence no information as provisions
of Rule 12(9) of the Companies (Share Capital and Debenture) Rules,
2014 and SEBI (Employee Share Based Employee Benefits) Regulations,
2014, has been furnished.
DISCLOSURES IN RESPECT OF VOTING RIGHTS NOT DIRECTLY EXERCISED BY
There are no shares held by trustees for the benefit of employees
therefore, no disclosure under Rule 16(4) of the Companies (Share
Capital and Debentures) Rules, 2014 has been furnished.
MATTERS RELATED TO DIRECTORS AND KEY MANAGERIAL PERSONNEL
During Financial Year 2014-15 Mr. Praveen Kumar Aggarwal has resigned
from the Directorship of the Company and Mr. Anil Kumar Jain and Ms.
Himani Jain has been appointed as Non- Executive Independent Directors
of the Company for five years. Mr. Surender Pal Singh Chauhan has been
re-appointed as Non- Executive Independent Director in accordance with
the requirements of Companies Act, 2013.
Company Secretary Mr. Vivarth Dosar has also resigned during the F.Y
2014-15 and Mr. Naveen Kumar has joined as Company Secretary.
In terms of the provisions Section 152 of the Companies Act, 2013 read
with the Articles of Association of the Company, Mr. Arun Kumar Jain,
Director retires by rotation at the ensuing Annual General Meeting and
being eligible offers himself for reappointment.
Board has also re-commended the re-appointment of Mr. Rajat Jain as
Whole Time Director for next five year commence from 30.09.2015 to
DECLARATIONS BY INDEPENDENT DIRECTORS
Pursuant to the provisions of sub-section (7) of Section 149 of the
Companies Act, 2013, the Company has received individual declarations
from all the Independent Directors confirming that they fulfill the
criteria of independence as specified in Section 149(6) of the
Companies Act, 2013.
DISCLOSURE UNDER SECTION 134 (3)(B)
Number of Board Meetings
The Board of Directors met 11 times during the financial year ended
March 31, 2015 in accordance with the provisions of the Companies Act,
2013 and rules made thereunder. Directors of the Company actively
participated in the meetings and contributed valuable inputs on the
matters brought before the Board of Directors from time to time.
Number of Committees Meeting
The Audit Committee met 6 times during the financial year ended March
31, 2015. The Legal Committee met 2 times during the financial ended
March 31, 2015. The nomination and remuneration committee met 2 times
during the financial year ended March 31, 2015. The Shareholders
Grievances Committee met 2 times during the financial ended March 31,
2015 Members of the Committees discussed the matter placed and
contributed valuable inputs on the matters brought before.
Additionally, during the financial year ended March 31, 2015 the
Independent Directors held a separate meeting in compliance with the
requirements of Schedule IV of the Companies Act, 2013.
DIRECTOR''S RESPONSIBILITY STATEMENT
In terms of Section 134(5) of the Companies Act, 2013, in relation to
the audited financial statements of the Company for the year ended
March 31, 2015, the Board of Directors hereby confirms that:
1. In the preparation of the annual accounts, the applicable
accounting standards had been followed along with proper explanation
relating to material departures;
2. The Directors had selected such accounting policies have been
selected and applied consistently and the Directors 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 on March 31, 2015 and of
the profits of the Company for the year ended on that date;
3. The Directors had taken proper and sufficient care was 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
4. The Directors has prepared annual accounts of the Company have been
prepared on a going concern basis;
5. The Directors had laid down internal financial controls have been
laid down to be followed by the Company and that such internal
financial controls are adequate and were operating effectively;
6. The Directors had devised proper systems have been devised to
ensure compliance with the provisions of all applicable laws and that
such systems were adequate and operating effectively.
NOMINATION AND REMUNERATION COMMITTEE
The Company has constituted a Nomination and Remuneration Committee and
formulated the criteria for determining the qualification, positive
attributes and independence of a Director (the Criteria). The
Nomination and Remuneration Committee has recommended to the Board a
policy relating to the remuneration for Directors, Key Managerial
Personnel and other employees, as required under Section 178 (1) of the
Companies Act, 2013.
Kindly refer section on Corporate Governance, under the head,
''Nomination and Remuneration Committee'' for matters relating to
constitution, meetings, functions of the Committee and the remuneration
policy formulated by this Committee.
PERFORMANCE EVALUATION OF THE BOARD, ITS COMMITTEES AND INDIVIDUAL
Pursuant to applicable provisions of the Companies Act, 2013 and the
Listing Agreement with Stock Exchanges, the Board, in consultation with
its Nomination & Remuneration Committee, has formulated a framework
containing, inter-alia, the criteria for performance evaluation of the
entire Board of the Company, its Committees and Individual Directors,
including Independent Directors.
A structured questionnaire has been prepared, covering various aspects
of the functioning of the Board and its Committee, such as, adequacy of
the constitution and composition of the Board and its Committees,
matters addressed in the Board and Committee meetings, processes
followed at the meeting, Board''s focus, regulatory compliances and
Corporate Governance, etc.
Similarly, for evaluation of Individual Director''s performance, the
questionnaire covers various aspects like his/ her profile,
contribution in Board and Committee meetings, execution and performance
of specific duties, obligations, regulatory compliances and governance,
etc. Board members had submitted their response on a scale of 5
(excellent) - 1 (poor) for evaluating the entire Board, respective
Committees of which they are members and of their peer Board members,
including Chairman of the Board. The Independent Directors had met
separately without the presence of Non-Independent Directors and the
members of management and discussed, inter-alia, the performance of non
Independent Directors and Board as a whole and the performance of the
Chairman of the Company after taking into consideration the views of
executive and Non-Executive Directors.
The Nomination and Remuneration Committee has also carried out
evaluation of every Director''s performance.
The performance evaluation of all the Independent Directors have been
done by the entire Board, excluding the Director being evaluated. On
the basis of performance evaluation done by the Board, it shall be
determined whether to extend or continue their term of appointment,
whenever the respective term expires.
The Directors expressed their satisfaction with the evaluation process.
An Audit Committee is in existence in accordance with the provisions of
Section 177 of the Companies Act, 2013. Kindly refer to the section on
Corporate Governance, under the head, ''Audit Committee'' for matters
relating to constitution, meetings and functions of the Committee.
CORPORATE SOCIAL RESPONSIBILITY COMMITTEE
As per the provisions of Section 135 of the Companies Act, 2013,
constitution of Corporate Social Responsibility (CSR) Committee and
matters relating to it is not applicable to Company. Hence there is no
information regarding it.
OTHER BOARD COMMITTEES
For details of other board committees viz. Legal Committee, Nomination
and Remuneration Committee, kindly refer to the section on Corporate
VIGIL MECHANISM FOR THE DIRECTORS AND EMPLOYEES
The Company has established a vigil mechanism, through a Whistle Blower
Policy, where Directors and employees can voice their genuine concerns
or grievances about any unethical or unacceptable business practice. A
whistle-blowing mechanism not only helps the Company in detection of
fraud, but is also used as a corporate governance tool leading to
prevention and deterrence of misconduct.
It provides direct access to the employees of the Company to approach
the Compliance Officer or the Chairman of the Audit Committee, where
necessary. The Company ensures that genuine Whistle Blowers are
accorded complete protection from any kind of unfair treatment or
The Whistle Blower Policy is disclosed on the website of the Company at
RISK MANAGEMENT POLICY
The Board of Directors of the Company has formulated a Risk Management
Policy which aims at enhancing shareholders'' value and providing an
optimum risk reward thereof. The risk management approach is based on a
clear understanding of the variety of risks that the organization
faces, disciplined risk monitoring and measurement and continuous risk
assessment and mitigation measures.
INTERNAL FINANCIAL CONTROLS
The Company has in place adequate internal financial controls related
to financial statement. During the year, such controls were tested and
no reportable material weaknesses were observed for inefficiency or
inadequacy of such controls. Some of the controls are outlined below:
* The Company has adopted accounting policies, which are in line with
the Accounting Standards and other applicable provisions of the
Companies Act, 2013;
* Changes in polices, if any, are approved by the Audit Committee in
consultation with the Auditors;
* In preparing the financial statement, judgment and estimates have
been made based on sound policies. The basis of such judgments and
estimates are approved by the Auditors and the Audit Committee;
PARTICULARS OF EMPLOYEES AND REMUNERATION
Your Directors appreciate the significant contribution made by the
employees to the operations of your Company during the period.
The information required on particulars of employees as per Section
197(12) of the Companies Act, 2013 and Rule 5 of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, is
given in a separate Annexure II to this Directors'' Report.
As per the provisions contained in the proviso to Section 136(1) of the
Companies Act, 2013, the some of the aforesaid particulars are not
being sent as a part of this Annual Report. Any Member interested in
obtaining a copy of the same may write to the Company Secretary at the
registered office of the Company.
OBLIGATION OF COMPANY UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
(PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013
In order to prevent sexual harassment of women at work place a new act
The Sexual Harassment of Women at Workplace (Prevention, Prohibition
and Redressal) Act, 2013 has been notified on 9th December, 2013. Under
the said Act every company is required to set up an Internal Complaints
Committee to look into complaints relating to sexual harassment at work
place of any women employee.
Company is in process to adopt a policy for prevention of Sexual
Harassment of Women at workplace and has set up Committee for
implementation of said policy in current year. The Company has not
received any complaint of harassment till date.
EXTRACT OF ANNUAL RETURN
Pursuant to the provisions of Section 134(3)(a) of the Companies Act,
2013, Extract of the Annual Return for the financial year ended March
31, 2015 made under the provisions of Section 92(3) of the Act is
attached as Annexure III which forms part of this Report.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO
The particulars as required under the provisions of Section 134(3) (m)
of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts)
Rules, 2014 in respect of conservation of energy, and technology
absorption have not been furnished considering the nature of activities
undertaken by the Company during the year under review.
Foreign Exchange Inflow: Rs. 32,10,34,572/-
Foreign Exchange Outflow: Rs: 15,51,46,708/-
The report on Corporate Governance and the certificate from the
Statutory Auditors regarding compliance with the conditions of
Corporate Governance have been furnished in the Annual Report and form
a part of the Annual Report.
MANAGEMENT AND DISCUSSION AND ANALYSIS REPORT
The Management Discussion and Analysis report has been separately
furnished in the Annual Report and forms a part of the Annual Report.
AUDITORS AND THEIR REPORTS
The matters related to Auditors and their Reports are as under:
Observations of Statutory Auditors'' on Accounts for the Year ended
March 31, 2015
The auditor''s report does not contain any qualification, reservation or
adverse remark or Disclaimer.
Statutory Auditors Appointment
Pursuant to the provisions of Section 139 of the Companies Act, 2013
and the Companies (Audit and Auditors) Rules, 2014, M/s. Garg Bros &
Associates, Chartered Accountants, the Statutory Auditors of the
Company, will hold office upto the conclusion of the Eleventh (11th)
Annual General Meeting.
However, their appointment as Statutory Auditors of the Company is
subject to ratification by the Members at every Annual General Meeting.
The Company has received a certificate from the said Auditors that they
are eligible to hold office as the Auditors of the Company and are not
disqualified for being so appointed.
Necessary resolution for ratification of appointment of the said
Auditors is included in the Notice of Annual General Meeting for
seeking approval of members.
SECRETARIAL AUDIT REPORT FOR THE YEAR ENDED MARCH 31, 2015
As required under provisions of Section 204 of the Companies Act, 2013,
the report in respect of the Secretarial Audit carried out by M/s
Shailly Goel & Company, Company Secretaries in Form MR-3 for the FY
2014-15 is attached as Annexure IV which forms part of this Report. The
said report does not contain any adverse observation or qualification
requiring explanation or comments from the Board under Section 134(3)
of the Companies Act, 2013.
ACKNOWLEDGEMENTS AND APPRECIATION
Your Directors take this opportunity to thank the customers, suppliers,
bankers, business partners/associates, financial institutions and
various regulatory authorities for their consistent
support/encouragement to the Company.
Your Directors would also like to thank the Members for reposing their
confidence and faith in the Company and its Management.
By Order of the Board of Directors
For, B.C. Power Controls Limited
Date: August 27, 2015
Date: New Delhi (Arun Kumar Jain)
Chairman & Managing Director