B.C. Power Controls Limited
Your Directors have the pleasure of presenting the Eighth Annual Report of the Companyon the business and operations of the Company together with Audited Statement of Accountsfor the year ended March 31 2017.
The Company's performance during the financial year ended March 31 2017 as compared tothe previous financial year is summarized as below:
| || ||(Amount in Rs.) |
|PARTICULARS ||2016-17 ||2015-16 |
|Revenue || || |
|Revenue from operations ||3540860420 ||2464808312 |
|Other Income ||16066588 ||29369204 |
|Total Income ||3556927008 ||2494177516 |
|Expenditure || || |
|Cost of Raw Material Consumed ||1071709075 ||1129943387 |
|Purchase of Stock in Trade ||2375706638 ||1254910674 |
|Change in Inventories ||37022284 ||4832504 |
|Employee Benefit Expenses ||6942784 ||8131206 |
|Finance Cost ||12268979 ||17248054 |
|Depreciation ||6688892 ||7984140 |
|Other Expenses ||34289270 ||60050567 |
|Total Expenses ||3544627922 ||2483100532 |
|Profit Before Tax ||12299086 ||11076984 |
|Less: Tax ||4165984 ||3823594 |
|Net Profit ||8133102 ||7253390 |
NATURE OF BUSINESS
The Company is engaged in manufacturing and trading activities. Company manufacturesand trades ferrous and non ferrous items metal items which includes wires 85 cables.
There was no major change in the nature of the business of the Company during the yearunder 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. 3540860420/-as at 31st March 2017 as compared to Rs. 2494177516/- as at 31stMarch 2016.
Your directors hoping the good business performance in the coming years.
Despite stiff competition from other countries international buyers show preference toyour company's product for its quality and timely delivery and hence your Directors areconfident of achieving better working results in the coming years.
RESERVES & SURPLUS
The Company's Reserve 85 Surplus in the year 2017 is Rs. 111451048/- as compared tothe previous year it was Rs. 103317946/-.
No Profit transferred to any specific reserve created but transferred to generalreserves.
The Board of Directors has not recommended any dividend on the Share Capital of theCompany for the period ended 31st March 2017 considering the current cash flow position ofthe Company and future funds requirement for growth of business.
During the year under review your Company did not accept any deposits in terms ofSection 73 of the Companies Act 2013 read with the Companies (Acceptance of Deposit)Rules 2014.
LISTING ON STOCK EXCHANGES
Your Company's shares are listed on the BSE Limited (SME Platform). Annual Listing Feefor the F.Y has been paid within time.
Presently Company has also applied for Migration from SME Platform to Main Board ofBSE Limited and application is in process with BSE Limited.
CASH FLOW STATEMENT:
In conformity with the provisions of Regulation 34(2) (C) of SEBI( Listing Obligationsand Disclosure Requirements) Regulations 2015 and requirements of Companies Act the Cashflow Statement for the year ended 31.03.2017 is forming a part of Annual Report.
MATERIAL CHANGES AND COMMITMENTS. IF ANY. AFFECTING THE FINANCIAL POSITION OF THECOMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICHTHE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT
Except as disclosed elsewhere in this report no material changes and commitments whichcould affect the Company's financial position have occurred between the end of thefinancial 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 ofbusiness and at arm's length. Information about the transactions with Related Parties isgiven 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 Act2013 read with Rule 8 (2) of the Companies (Accounts) Rules 2014 is given as AnnexureI to this Directors' Report.
PARTICULARS OF LOANS. GUARANTEES. INVESTMENTS UNDER SECTION 186
Particulars of loans guarantees and investments as on 31st March 2017 are given inthe 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 yearunder 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 andhence no information as per provisions of Rule 8(13) of the Companies (Share
Capital and Debenture) Rules 2014 has been furnished.
DISCLOSURE RELATING TO EMPLOYEE STOCK OPTION SCHEME AND EMPLOYEE STOCK PURCHASE SCHEME
The Company has not issued any employee stock option scheme and employee stock purchasescheme and hence no information as provisions of Rule 12(9) of the Companies (ShareCapital 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 EMPLOYEES
There are no shares held by trustees for the benefit of employees therefore nodisclosure under Rule 16(4) of the Companies (Share Capital and Debentures) Rules 2014has been furnished.
MATTERS RELATED TO DIRECTORS AND KEY MANAGERIAL PERSONNEL
There is no change in directors during F.Y. 2016-17.
In terms of the provisions Section 152 of the Companies Act 2013 read with theArticles of Association of the Company Mr. Arun Kumar Jain Director of the Company isliable to retires by rotation at the ensuing Annual General Meeting and being eligibleoffered himself for reappointment.
DECLARATIONS BY INDEPENDENT DIRECTORS
Pursuant to the provisions of sub-section (7) of Section 149 of the Companies Act2013 the Company has received individual declarations from all the Independent Directorsconfirming that they fulfill the criteria of independence as specified in Section 149(6)of the Companies Act 2013.
NUMBER OF MEETINGS OF BOARD AND COMMITTEE OF BOARD OF DIRECTORS MEETINGS OF BOARD OFDIRECTORS
The Board of Directors met 08 times during the financial year ended March 31 2017 inaccordance with the provisions of the Companies Act 2013 and rules made thereunder.Directors of the Company actively participated in the meetings and contributed valuableinputs on the matters brought before the Board of Directors from time to time.
Additionally during the financial year ended March 31 2017 the Independent Directorsheld a separate meeting in compliance with the requirements of Schedule IV of theCompanies Act 2013.
The Audit Committee met 05 times during the financial year ended March 31 2017. Thenomination and remuneration committee met 04 times during the financial year ended March31 2017. The Shareholders Grievances Committee met 04 times during the financial endedMarch 31 2017 Members of the Committees discussed the matter placed and contributedvaluable inputs on the matters brought before.
DIRECTOR'S RESPONSIBILITY STATEMENT
In terms of Section 134(5) of the Companies Act 2013 in relation to the auditedfinancial statements of the Company for the year ended March 31 2017 the Board ofDirectors hereby confirms that:
1. In the preparation of the annual accounts the applicable accounting standards hadbeen followed along with proper explanation relating to material departures;
2. The Directors had selected such accounting policies have been selected andapplied consistently and the Directors made judgments and estimates that are reasonableand prudent so as to give a true and fair view of the state of affairs of the Company ason March 31 2017 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 maintenanceof adequate accounting records in accordance with the provisions of the Companies Act2013 for safeguarding the assets of the Company and for preventing and detecting fraud andother irregularities;
4. The Directors has prepared annual accounts of the Company have been prepared ona going concern basis;
5. The Directors had laid down internal financial controls have been laid down tobe followed by the Company and that such internal financial controls are adequate and wereoperating effectively;
6. The Directors had devised proper systems have been devised to ensure compliancewith the provisions of all applicable laws and that such systems were adequate andoperating effectively.
An Audit Committee is in existence in accordance with the provisions of Section 177 ofthe Companies Act 2013. Kindly refer to the section on Corporate Governance under thehead Audit Committee' for matters relating to constitution meetings and functions of theCommittee.
NOMINATION AND REMUNERATION COMMITTEE
The Company has constituted a Nomination and Remuneration Committee and formulated thecriteria for determining the qualification positive attributes and independence of aDirector (the Criteria). The Nomination and Remuneration Committee has recommended to theBoard a policy relating to the remuneration for Directors Key Managerial Personnel andother employees as required under Section 178 (1) of the Companies Act 2013.
Kindly refer section on Corporate Governance under the head Nomination andRemuneration Committee' for matters relating to constitution meetings functions of theCommittee and the remuneration policy formulated by this Committee.
PERFORMANCE EVALUATION OF THE BOARD. ITS COMMITTEES AND INDIVIDUAL DIRECTORS
Pursuant to applicable provisions of the Companies Act 2013 and the Listing Agreementwith Stock Exchanges the Board in consultation with its Nomination 85 RemunerationCommittee has formulated a framework containing inter-alia the criteria for performanceevaluation of the entire Board of the Company its Committees and Individual Directorsincluding Independent Directors.
A structured questionnaire has been prepared covering various aspects of thefunctioning of the Board and its Committee such as adequacy of the constitution andcomposition of the Board and its Committees matters addressed in the Board and Committeemeetings processes followed at the meeting Board's focus regulatory compliances andCorporate Governance etc.
Similarly for evaluation of Individual Director's performance the questionnairecovers various aspects like his/ her profile contribution in Board and Committeemeetings execution and performance of specific duties obligations regulatorycompliances and governance etc. Board members had submitted their response on a scale of5 (excellent) - 1 (poor) for evaluating the entire Board respective Committees of whichthey are members and of their peer Board members including Chairman of the Board. TheIndependent Directors had met separately without the presence of Non-Independent Directorsand the members of management and discussed inter-alia the performance of nonIndependent Directors and Board as a whole and the performance of the Chairman of theCompany after taking into consideration the views of executive and Non-ExecutiveDirectors.
The Nomination and Remuneration Committee has also carried out evaluation of everyDirector's performance.
The performance evaluation of all the Independent Directors have been done by theentire Board excluding the Director being evaluated. On the basis of performanceevaluation done by the Board it shall be determined whether to extend or continue theirterm of appointment whenever the respective term expires.
The Directors expressed their satisfaction with the evaluation process.
CORPORATE SOCIAL RESPONSIBILITY COMMITTEE
As per the provisions of Section 135 of the Companies Act 2013 constitution ofCorporate Social Responsibility (CSR) Committee and matters relating to it is notapplicable to Company. Hence there is no information regarding it.
OTHER BOARD COMMITTEES
For details of other board committees viz. Shareholders/ Investors Grievance Committeekindly refer to the section on Corporate Governance.
VIGIL MECHANISM FOR THE DIRECTORS AND EMPLOYEES
The Company has established a vigil mechanism through a Whistle Blower Policy whereDirectors and employees can voice their genuine concerns or grievances about any unethicalor unacceptable business practice. A whistle-blowing mechanism not only helps the Companyin detection of fraud but is also used as a corporate governance tool leading toprevention and deterrence of misconduct.
It provides direct access to the employees of the Company to approach the ComplianceOfficer or the Chairman of the Audit Committee where necessary. The Company ensures thatgenuine Whistle Blowers are accorded complete protection from any kind of unfair treatmentor victimization.
The Whistle Blower Policy is disclosed on the website of the Company at www. b cpowercontrols. com.
RISK MANAGEMENT POLICY
The Board of Directors of the Company has formulated a Risk Management Policy whichaims at enhancing shareholders' value and providing an optimum risk reward thereof. Therisk management approach is based on a clear understanding of the variety of risks thatthe organization faces disciplined risk monitoring and measurement and continuous riskassessment and mitigation measures.
INTERNAL FINANCIAL CONTROLS
The Company has in place adequate internal financial controls related to financialstatement. During the year such controls were tested and no reportable materialweaknesses were observed for inefficiency or inadequacy of such controls. Some of thecontrols are outlined below:
The Company has adopted accounting policies which are in line with theAccounting Standards and other applicable provisions of the Companies Act 2013;
Changes in polices if any are approved by the Audit Committee in consultationwith the Auditors;
In preparing the financial statement judgment and estimates have been madebased on sound policies. The basis of such judgments and estimates are approved by theAuditors and the Audit Committee;
PARTICULARS OF EMPLOYEES AND REMUNERATION
Your Directors appreciate the significant contribution made by the employees to theoperations of your Company during the period.
The information required on particulars of employees as per Section 197(12) of theCompanies Act 2013 and Rule 5 of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 is given in a separate Annexure II to thisDirectors' Report.
As per the provisions contained in the proviso to Section 136(1) of the Companies Act2013 the some of the aforesaid particulars are not being sent as a part of this AnnualReport. Any Member interested in obtaining a copy of the same may write to the CompanySecretary 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 SexualHarassment of Women at Workplace (Prevention Prohibition and Redressal) Act 2013 hasbeen notified on 9th December 2013. Under the said Act every company is required to setup an Internal Complaints Committee to look into complaints relating to sexual harassmentat work place of any women employee.
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 ofthe Annual Return for the financial year ended March 31 2017 made under the provisions ofSection 92(3) of the Act is attached as Annexure III which forms part of thisReport.
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 CompaniesAct 2013 read with Rule 8 of the Companies (Accounts) Rules 2014 in respect ofconservation of energy and technology absorption have not been furnished considering thenature of activities undertaken by the Company during the year under review.
Foreign Exchange Inflow: Rs. 318781888/-
Foreign Exchange Outflow: Rs: 285423810/-
Being the Company is listed on SME Board of BSE Limited so the Company is exemptedunder Regulation 15 of SEBI (Listing Obligations and Disclosure Requirements) Regulations2015 to comply the corporate governance provisions as specified in regulations 17 18 1920 2122 23 24 25 26 27 and clauses (b) to (i) of sub-regulation (2) of regulation46 and para C D and E of Schedule V SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015. Even though the Company voluntarily aline with theCorporate Governance Section of the Listing Agreement. A report on Corporate Governanceand the certificate from the Secretarial Auditor regarding compliance with the conditionsof Corporate Governance have been furnished in the Annual Report and form a part of theAnnual Report.
MANAGEMENT AND DISCUSSION AND ANALYSIS REPORT
The Management Discussion and Analysis report has been separately furnished in theAnnual 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 2017
The auditor's report does not contain any qualification reservation or adverse remarkor 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 Accountantsthe Statutory Auditors of the Company will hold office upto the conclusion of theEleventh (11th) Annual General Meeting.
However their appointment as Statutory Auditors of the Company is subject toratification by the Members at every Annual General Meeting. The Company has received acertificate from the said Auditors that they are eligible to hold office as the Auditorsof the Company and are not disqualified for being so appointed.
Necessary resolution for ratification of appointment of the said Auditors is includedin the Notice of Annual General Meeting for seeking approval of members.
SECRETARIAL AUDIT REPORT FOR THE YEAR ENDED MARCH 31 2017
As required under provisions of Section 204 of the Companies Act 2013 the report inrespect of the Secretarial Audit carried out by M/s Shailly Goel & Company CompanySecretaries in Form MR-3 for the FY 2016-17 is attached as Annexure IV which formspart of this Report. The said report does not contain any adverse observation orqualification requiring explanation or comments from the Board under Section 134(3) of theCompanies Act 2013.
ACKNOWLEDGEMENTS AND APPRECIATION
Your Directors take this opportunity to thank the customers suppliers bankersbusiness partners/associates financial institutions and various regulatory authoritiesfor their consistent support/encouragement to the Company.
Your Directors would also like to thank the Members for reposing their confidence andfaith in the Company and its Management.
| ||By Order of the Board of Directors |
| ||For B.C. Power Controls Limited |
| ||Sd/- |
|Date: September 01 2017 ||(Arun Kumar Jain) |
|Place: New Delhi ||Chairman & Managing Director |
| ||DIN: 00438324 |