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BCC Fuba India Ltd.

BSE: 517246 Sector: Engineering
NSE: N.A. ISIN Code: INE788D01016
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OPEN 7.77
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VOLUME 7
52-Week high 7.77
52-Week low 3.36
P/E
Mkt Cap.(Rs cr) 4.71
Buy Price 7.77
Buy Qty 169497.00
Sell Price 0.00
Sell Qty 0.00

BCC Fuba India Ltd. (BCCFUBAINDIA) - Director Report

Company director report

Dear Members

Your Directors have pleasure in presenting the 29 th Annual Report and the auditedAccounts of the Company for the financial year ended 31st March 2015.

FINANCIAL RESULTS

2014-15 2013-14
Turnover 76144541 55709949
Profit/(Loss)before (8450321) (11187075)
Interest & Depreciation
Interest (1617195) (878627)
Profit/(Loss) before Depreciation (10067516) (12065702)
Depreciation (1152521) (1061755)
Net Profit/ (Loss) (11220037) (13127457)

DIVIDEND

Company has suffered loss and therefore no dividend was declared.

OPERATIONAL HIGHLIGHT

[A] Despite the economic disturbances continued to bring challenges to the electronicsindustry during the year under consideration your company has recorded revenue ofRs.761.45 lacs thereby showing an increase by 36.68% in comparison to the previous yearturnover of Rs.557.09 lacs. Your company contribution to central government revenue alsoincreased 30.87% to Rs.75.42 lacs. Cost of material consumed also decreased by 4% toRs.510.05 lacs.

Improved financial performance increase in turnover and reduction in consumption ofraw material predicts better future of the company. However level of production is muchbelow the Break Even point (BEP) is a matter of worry and we have to increase theproduction beyond the BEP to meet out the fixed cost of expenses. Your Board of Directorswill leave no stone unturned to achieve the target level of production beyond the BEPlevel.

[B] Recommendation to write off Bad Debt and Debit Balance

Audit committee in their report to the Board of Directors pointed out that there isseveral debts outstanding in the books of the company whose realization could not be donedespite of the several sincere efforts made by the company. It was therefore decided towrite off the total outstanding debt of Rs.358398/-

DIRECTORS

In accordance with the provisions of the Companies Act 2013 and the Articles ofAssociation of the Company Shri Veenu Pasricha (holding DIN 00246807) Director of theCompany retire by rotation at the ensuing Annual General Meeting. He being eligible hasoffered himself for re-appointment. As his continued presence on the board is of immenseimportance to the company your directors recommended their reappointment.

Mr. R. M. Mehta Independent Director of the Company tendered his resignation from theBoard of Directors of the Company on 12.03.2015 due to his other assignment. The Boardplaces on record its sincere appreciation for all the valuable guidance support andcontributions provided by Mr. R.M. Mehta during his tenure as the Directors of theCompany. Your Board is in process to fill the gap created by resignation of Mr. R. M.Mehta in order to have suitable no. of Independent Director on the Board as guided byListing Agreements.

As per the provisions of the Companies Act 2013 Independent Directors are required tobe appointed for a term of five consecutive years but shall be eligible for reappointmenton passing of an ordinary resolution by the

Company and shall not be liable to retire by rotation. All other Directors except theManaging Director will retire at the ensuing Annual General Meeting and being eligibleoffer themselves for re-election.

The Independent Directors of your Company have given the certificate of independence toyour Company stating that they meet the criteria of independence as mentioned underSection 149 (6) of the Companies Act 2013.

The policy on Director's appointment and remuneration including criteria fordetermining qualifications positive attributes independence of Director and alsoremuneration for Key Managerial Personnel and other employees forms part of this AnnualReport as Annexure-A.

CAPITAL STRUCTURE:

During the year under review the share capital of your company remained unchanged.

AUDITORS REPORT

The observations of the auditors are self-explanatory and therefore do not call forany further comments.

A] STATUTORY AUDITORS

M/s. Jawahar Kalra & Co. Chartered Accountants New Delhi (ICAI RegistrationNo.FRN004008N) are proposed to be appointed as Auditors of the Company from theconclusion of the ensuing Annual General Meeting till the conclusion of the fifth AnnualGeneral Meeting of the Company held thereafter subject to ratification of the appointmentby the members at every AGM held after the ensuing AGM. As required under Section 139 ofthe Companies Act 2013 the Company has obtained a written Consent from M/s. JawaharKalra & Co. Chartered Accountants New Delhi (ICAI Registration No.FRN:004008N) tosuch appointment and also a certificate to the effect that their appointment if madewould be in accordance with Section 139(1) of the Companies Act 2013 and the rules madethere under as may be applicable.

B] COST AUDITOR:

Our Board has not appointed any cost Auditor for the financial year ended 31.03.2015 asthe financial position of the company is very poor and not able to bear the professionalfees of the cost auditor as suggested by the Institute of Cost and Management Accountantof India. As the financial position improves the company will appoint Cost Auditorpursuant to the direction from the Ministry of Corporate Affairs Government of India.

C] Internal Auditors

During the year under review M/s S. Malhotra & Co. Chartered Accountants NewDelhi carried out the internal audit exercise and submitted their report.

D] SECRETARIAL AUDITORS:

Pursuant to the provisions of Section 204 of the Act and the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 the Board of Directors has appointedM/s Bir Shankar & Co. practicing Company Secretary for conducting secretarial auditof the Company for the financial year 2014-2015. The Secretarial Audit Report is annexedherewith as Annexure B. The Secretarial Audit report does not contain anyqualification reservation or adverse remark.

FIXED DEPOSIT:

The company did not accept any deposits covered under section 73 of the Companies Act2013 during the year under review.

INSURANCE:

All the insurable interests of your Company including inventories buildings plant andmachinery and liabilities under legislative enactments are adequately insured.

CORPORATE GOVERNANCE:

Your Company has ensured continued compliance of Corporate Governance requirementsduring the period under review. Your Company lays strong emphasis on transparencydisclosure and independent supervision to increase various stakeholders' value. Asrequired by Clause 49 of the Listing Agreement with the BSE Limited (BSE) the reports onManagement Discussion and Analysis Corporate Governance as well as the Certificateregarding compliance of conditions of corporate governance are annexed and form anintegral part of this report. Further the company regularly submits the quarterlycorporate governance compliance report to the BSE and also uploads the same on itswebsite.

Energy Technology Absorption and Foreign Exchange

Information required under Section 134(3)(m) of the Act read with Rule 8(3) of theCompanies (Accounts) Rules 2014 with respect to conservation of energy technologyabsorption and foreign exchange earnings/outgo is included in Annexure C.

Particulars of Loans Guarantees or Investments

As on March 31 2015 there were no outstanding loans or guarantees covered under theprovisions of Section 186 of the Act. The details of changes in the Loans Guarantees andInvestments covered under the provisions of Section 186 of the Act are given in the notesto the Financial Statements.

Directors' Responsibility Statement

Pursuant to Section 134 of the Act the Directors state that:

(a) In the preparation of the annual accounts the applicable accounting standards havebeen followed along with proper explanation relating to material departures if any;

(b) Appropriate accounting policies have been selected and applied consistently andhave made judgments and estimates that are reasonable and prudent so as to give a trueand fair view of the state of affairs of the Company as at March 31 2015 and of theprofit and loss of the Company for the year ended March 31 2015;

(c) Proper and sufficient care has been taken for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013 forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities;

(d) The annual accounts have been prepared on a ongoing concern basis;

(e) Proper internal financial controls were followed by the Company and such internalfinancial controls are adequate and were operating effectively;

(f) Proper systems are devised to ensure compliance with the provisions of allapplicable laws and that such systems were adequate and operating effectively.

Extract of Annual Return

The details forming part of the extract of the Annual Return in form MGT 9 is annexedherewith as Annexure D.

PARTICULARS OF EMPLOYEES

In terms of the provisions of Section 197(12) of the Companies Act 2013 read with Rule5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 astatement showing the remuneration and other details is being annexed to this report as Annexure-

CONTRACTS/ ARRANGEMENTS WITH RELATED PARTIES

All Related Party Transactions are placed before the Audit Committee for review andapproval. Prior omnibus approval is obtained for Related Party Transactions on a quarterlybasis for transactions which are of repetitive nature and / or entered in the OrdinaryCourse of Business and are at Arm's length. All Related Party Transactions are subjectedto independent review by a reputed accounting firm to establish compliance with therequirements of Related Party Transactions. All Related Party Transactions entered duringthe year were in Ordinary Course of the Business and on Arm's Length basis.

No Material Related Party Transactions i.e. transactions exceeding ten percent of theannual consolidated turnover as per the last audited financial statements were enteredduring the year by your Company. Accordingly the disclosure of Related Party Transactionsas required under Section 134(3) (h) of the Companies Act 2013 in Form AOC 2 is notapplicable.

MEETINGS OF THE BOARD

The Board met seven times during the year details of which are given in CorporateGovernance Report forming part of this Annual Report. The gap between the meetings is asper the provisions of Companies Act 2013.

PARTICULARS OF LOANS GUARANTEES INVESTMENTS

Company has not granted loans provided security and made investment during the yearunder consideration.

AUDIT COMMITTEE

The Audit Committee is comprised of Independent Directors viz. Sh. R M Mehta(till12/3/2015) Sh.Arul Harris (from 12/3/2015) Sh Veenu Pasricha and Sh. Harun Ansari asmembers. All recommendations made by the Audit Committee were accepted by the Board.

DECLARATION BY INDEPENDENT DIRECTORS

The Company has received declaration u/s 149(7) of the Companies Act 2013 fromIndependent Director confirming they meet the criteria of independence as prescribed underCompanies Act 2013 and Clause 49 of the Listing Agreement

VIGIL MECHANISM

The Company has established a vigil mechanism incorporating a whistle blower policy inlines with the Clause 49 of the Listing Agreement in order to protect the interest of theemployees and executives in reporting their grievances in a protected manner. It alsoprovides for the protection against victimization of directors and employees who avail themechanism and allows direct communication with the Chairperson of the Audit Committee incertain exceptional circumstances. The policy on vigil mechanism may be accessed on theCompany's website www.bccfuba.com governance/policies

ACKNOWLEDGEMENT:

Yours Directors take the opportunity to offer thanks to the State Bank of Patiala andState Bank of India for their valuable assistance. Yours Directors also wish to place onrecord their deep sense of appreciation for services of the executives staff and workersof the company for smooth operations of the Company.

By Order of the Board

For BCC Fuba India Limited

Sd/- Sd/-
(Renu Bhagat) (Arindam Mookkerjee)
DIN- 00246773 DIN- 00739709
Date : 30th May 2015
Place : New Delhi

ANNEXURE-A

COMPANY'S POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION:

Remuneration to KMPs and Company's employees is decided after considering the followingfactors: (i) Restrictions specified in various Acts like Companies Act Income Tax. Etc.(ii) Market trend for remuneration paid for similar positions. (iii) Performance of theperson in the Company. (iv) Profits of the company.

The Board has on the recommendation of the Nomination & Remuneration Committeeframed a policy for selection and appointment of Directors Senior Management and theirremuneration including criteria for determining qualifications positive attributesindependence of a Director and other matters provided under subsection (3) of section 178relating to the remuneration for the Directors key managerial personnel and otheremployees. As required by the rule 5 of Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 the prescribed details are annexed to this report.

ANNEXURE-B

INFORMATION ON ENERGY CONSERVATION TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE

EARNINGS AND OUTFLOW

CONSERVATION OF ENERGY

Your Company continues to give high priority to conservation of energy on an on-goingbasis. The required information in the prescribed 'Form A' are given hereunder.

FORM'A’

A. POWER AND FUEL CONSUMPTION

1. Electricity Current Year Previous Year
(a) Purchased
- Units 1338699 1129467
-Total Amt.(Rs. In Lacs) 82.28 74.22
-Rate per Unit (Rs.) 6.15 6.57
(b) Own Generation
i) Through Diesel generator
- Units 11483 14160
- Units per lt.of diesel Oil 3.32 3.10
- Cost per unit (Rs.) 16.66 16.45
ii) Through steam turbine/ generator Nil Nil
2. Coal Nil Nil
3. Furnace Oil Nil Nil
4. Others Internal Generation Nil Nil

CONSUMPTION PER UNIT OF PRODUCTION

Product Printed Circuit Boards
Electricity consumed 81.68 units 88.83 units
Per sq.mtr. (Rs.509.33) (Rs.594.58)

RESEARCH AND DEVELOPMENT (R&D)

Research and development continues to be given high priority. A number of developmentshave been incorporated in the products due to these efforts.

TECHNOLOGY ABSORPTION ADAPTATION AND INNOVATION

The technology imported form M/s Fuba Printed Circuits GMBH (Formerly Fuba Hans Kolbe& Co.) the technical collaborator of your Company has been fully absorbed and we areable to manufacture the products without any foreign technical assistance. The company hasdeveloped capacity to manufacture the multilayer boards and double-sided boards with SMTpads.

FOREIGN EXCHANGE EARNINGS AND OUTGO:

2014-2015 2013-2014
(Rs. in Lacs) (Rs. in Lacs)
A. FOREIGN EXCHANGE USED
1. Traveling expenses NIL NIL
2. Raw materials/chemicals/ 188.29 129.56
Stores and spares etc. imported
3. Others (P&M) 2.78 -

FOREIGN EXCHANGE EARNED

ANNEXURE-C

1 (i) The information required pursuant to Section 197 read with Rule 5 (1) (i) of TheCompanies (Appointment and Remuneration) Rules 2014 in respect of ratio of remunerationof each director to the median remuneration of the employees of the Company for theFinancial Year are as follows:

(in lacs)
Sh. Arindam Mookherjee 7.50 No Change 14.1 N.A. 0.98
Managing Director

Note: For this purpose sitting fees paid to the Directors have not been considered asremuneration. *MRE-Median Remuneration of Employee based on annualized salary

(ii) The median remuneration of employees of the Company during the financial year was0.64 lac p.a; (iii) In the financial year there was increase in the median remunerationof employees; (iv) There were 63 permanent employees on the rolls of the Company as onMarch 31 2015;

(v) Relationship between average increase in remuneration and Company performance:- Thefollowing factors are considered while giving increase in the remuneration:

(a) Financial performance of the Company

(b) Comparison with peer companies and

(c) Industry benchmarking and consideration towards cost of living adjustment/inflation.

(vi) Comparison of the remuneration of the Key Managerial Personnel(s) against theperformance of the Company:- For the financial year 2014-15 Key Managerial Personnel werepaid 0.98 % of turnover respectively of the Company.

2 (i) Employed throughout the year and were in receipt of remuneration at the rate ofnot less than Rs.60 lac per annum. Nil

(ii) Employed for a part of the financial year and separated were in receipt ofremuneration at the rate of not less than Rs. 5 lac per month. Nil

ANNEXURE-D

FORM NO. MGT 9

EXTRACT OF ANNUAL RETURN

As on financial year ended on 31.03.2015

Pursuant to Section 92 (3) of the Companies Act 2013 and rule 12(1) of the Company(Management & Administration) Rules 2014.

I. REGISTRATION & OTHER DETAILS:

1. CIN L51395HP1985PLC012209
2. Registration Date 02/09/1985
3. Name of the Company B C C FUBA INDIA LIMITED
4. Category/Sub0category of the Company PUBLIC COMPANY/ LIMITED BY SHARES
5. Address of the Registered office & contact details 4 KM SWARGHAT ROADNALAGARH DISTT SOLAN HIMACHAL PRADESH 174101
6. Whether listed company YES
7. Name Address & contact details of the Registrar & Transfer Agent if any. LINK INTIME INDIA PVT. LTD.
44 Community Centre Naraina Industrial Area Phase0I Near PVR
Cinema New Delhi0110028
Ph: 011-41410592-94

II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY (All the business activitiescontributing 10 % or more of the total turnover of the company shall be stated)

Name and Description of main products / services NIC Code of the Product/service % to total turnover of the company
1 PRINTED CIRCUIT BOARD 8534.00 100.00

III. PARTICULARS OF HOLDING SUBSIDIARY AND ASSOCIATE COMPANIES - NIL

S N Name of Company Address CIN/GLN Holding/Subsidiary/Associate % of shares held Applicable Section
1 NA NA NA NA NA NA

IV. SHARE HOLDING PATTERN (Equity Share Capital Breakup as percentage of Total Equity)

Category wise Share Holding

Category of Shareholders

No. of Shares held at the beginning of the year[As on 31 March 2014]

No. of Shares held at the end of the year[As on 31 March 2015]

Demat Physical Total % of

Total

Shares

Demat Physical Total % of

Total

Shares

% Change during the year
A. Promoter s
(1) Indian
a) Individual/ HUF 1699378 17800 1717178 28.34 1699378 17800 1717178 28.34
b) Central Govt 0 0 0 0 0 0 0 0
c) State Govt(s) 0 0 0 0 0 0 0 0
d) Bodies Corp. 103504 0 103504 1.71 103504 0 103504 1.71
e) Banks / FI 0 0 0 0 0 0 0 0
f) Any other Overseas Bodies Corporate 0 532500 532500 8.79 0 532500 532500 8.79
Total shareholding of Promoter (A) 1802882 550300 2353182 38.84 1802882 550300 2353182 38.84
B. Public Shareholding
1. Institutions 0 0 0 0 0 0 0 0
a) Mutual Funds 0 28500 28500 0.47 0 28500 28500 0.47
b) Banks / FI 49123 800 49923 0.82 49123 800 49923 0.82
c) Central Govt 0 0 0 0 0 0 0 0
d) State Govt(s) 0 0 0 0 0 0 0 0
e) Venture Capital Funds 0 0 0 0 0 0 0 0
f) Insurance Companies 0 0 0 0 0 0 0 0
g) Fils 00 0 0 0 00 0 0 0
h) Foreign Venture Capital Funds 0 0 0 0 0 0 0 0
i) Others (specify) 0 0 0 0 0 0 0 0
Sub-total (B)(1):- 49123 29300 78423 1.29 49123 29300 78423 1.29
2. Non-Institutions
a) Bodies Corp.
i) Indian 130869 12735 143604 2.37 108394 12435 120829 1.99 .38
ii) Overseas 0 0 0 0 0 0 0 0
b) Individuals
i) Individual shareholders holding nominal share capital upto Rs. 1 lakh 1870840 1239718 3110558 51.34 1874277 1228118 3102395 51.20 .14
ii) Individual shareholders holding nominal share capital in excess of Rs 1 lakh 290895 14200 305095 5.04 322324 14200 336524 5.55 .41
o) Others (specify)
Non Resident Indians 11807 0 11807 0.19 14129 0 14129 0.23 .04
Overseas Corporate Bodies 0 0 0 0 0 0 0 0
Foreign Nationals 0 0 0 0 0 0 0 0
Clearinq Members 0 0 0 0 0 0 0 0
Trusts/HUF 51862 0 51862 0.86 53568 0 53568 0.88 .02
Foreiqn Bodies 0 D R
Sub-total (B)(2):- 2372692 1254753 3627445 59.87 2372692 1254753 3627445 59.87
Total Public Shareholding
(B)=(B)(1)+(B)(2) 2421815 1284053 3705868 61.16 2421815 1284053 3705868 61.16
C. Shares held by Custodian for GDRs & ADRs
Grand Total (A+B+C) 4224697 1834353 6059050 100.00 4224697 1834353 6059050 100.00

B) Shareholding of Promoter-

Shareholder's Name

Shareholding at the beginning of the year

Shareholding at the end of the year

No. of Shares % of total Shares of the company %of Shares Pledged / encumbered to total shares No. of Shares % of total Shares of the company %of Shares Pledged / encumbered to total shares % shareholding during the year
1 RENU BHAGAT 1636878 27.02 0 1636878 27.02 0 0
2 SUPARNA PASRICHA 21000 .35 0 21000 .35 0 0
3 DEVIKA BHAGAT 33800 .56 0 33800 .56 0 0
4 V S BHAGAT(HUF) 4000 .07 0 4000 .07 0 0
5 BHAVNA BHAGAT 21500 .35 0 21500 .35 0 0
6 SAGAR BHAGAT SECURITIES PVT. LTD 38847 .64 0 37597 .62 0 0.02
7 SAMARAT VIDEO VISION PVT LTD 64657 1.07 0 64657 1.07 0 0
8 MAYA ENTERPRISES LTD 0 0 0 1250 .02 0 0.02
9 FU BA HANS KOLBE & CO. 532500 8.79 0 532500 8.79 0 0

C) Change in Promoters’ Shareholding (please specify if there is no change)

Particulars

Shareholding at the beginning of the year

Cumulative Shareholding during the year

No. of shares % of total shares of the company No. of shares % of total shares of the company
Maya Enterprises Limited 0 0 1250 0.02
Date wise Increase / Decrease in Promoters Shareholding during the year specifying the reasons for increase / decrease (e.g. allotment /transfer / bonus/ sweat equity etc.): Transfer from 1250 shares of M/s Sagar Bhagat Securities Pvt. Ltd on
At the end of the year 1250 0.02 - -
Sagar Bhagat Securities Pvt. Ltd. 38847 0.64 - -
Date wise Increase / Decrease in Promoters Shareholding during the year specifying the reasons for increase / decrease (e.g. allotment /transfer / bonus/ sweat equity etc.): Transfer of 1250 shares to M/s Maya Enterprises Limited
At the end of the year 37597 0.62 - -

D) Shareholding Pattern of top ten Shareholders:

(Other than Directors Promoters and Holders of GDRs and ADRs):

Name

Decrease Shareholding

Date Increase / in Promoters Share holding Reason Cumulative Share Holding As on 31-032015
At the beginning of the year % of total shares
1 BEC IMPEX INTER NATIONAL PVT. LTD. 30000 50 1.4.2014 30000
2 HITESH JHAVERI 25000 .41 1.4.2014 25000
3 LIFE INSURANCE CORPORATION OF INDIA 49123 .81 1.4.2014 49123
4 N SIVARAMAN 51300 85 1.4.2014 51300
5 N DIVAKARAN 16500 27 1.4.2014 16500
6 OM PRAKASH MISRA 24403 .40 1.4.2014 6.3.2015 +65 Purchase 24468
7 RAJENDRA SHER SINGH CHAUHAN 20000 33 1.4.2014 20000
8 S NATARAJAN 15000 25 1.4.2014 15000
9 VINAY JAYANTI LAL SHAH 0 0 1.4.2014 16888
13.2.2015 +16888 Purchase
10 VINAY CHANDRA JAYANTILAL SHAH 22971 38 1.4.2014 22971

E) Shareholding of Directors and Key Managerial Personnel:

Name Shareholding Decrease Date Increase / in Promoters Share holding Reason Cumulative Share Holding As on 310030 2015
At the beginning of the year % of total shares
1. RENU BHAGAT 1636878 0 1636878
2. VEENU PASRICHA 0 0 1.4.2014 11.8.2014 +301 Purchase 5000
14.8.2014 +2070
19.8.2014 +1570
20.8.2014 +1059
3. ARINDAM MOOKHERJEE 275 .00 1.4.2014 275

V) INDEBTEDNESS -Indebtedness of the Company including interest outstanding/accrued butnot due for payment.

Secured Loans excluding deposits Unsecured

Loans

Deposits Total

Indebtedness

Indebtedness at the beginning of the financial year
i) Principal Amount 75700516 75700516
ii) Interest due but not paid
iii) Interest accrued but not due
Total (i+ii+iii) 75700516 75700516
Change in Indebtedness during the financial year
* Addition 11570133 11570133
* Reduction 1125071 1125071
Net Change 10445062 10445062
Indebtedness at the end of the financial year
i) Principal Amount 86145578 86145578
ii) Interest due but not paid 221917 221917
iii) Interest accrued but not due
Total (i+ii+iii) 86367495 86367495

VI. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL-

A. Remuneration to Managing Director WholeOtime Directors and/or Manager:

Particulars of Remuneration

Name of MD/WTD/Manager

Total Amount
ARINDAM MOOKHERJEE
1 Gross salary 750000 750000
(a) Salary as per provisions contained in section 17(1) of the Income0tax Act 1961
(b) Value of perquisites u/s 17(2) Income0tax Act 1961
(c) Profits in lieu of salary under section 17(3) Income0 tax Act 1961
2 Stock Option
3 Sweat Equity
4 Commission 0 as % of profit 0 others specifyK
5 Others please specify
Total (A)
Ceiling as per the Act Rs. 42 lakhs

B. Remuneration to other directors

Particulars of Remuneration Total

Name of Directors

Amount
MR. R M MEHTA MR. VEENU PASRICHA MR. HARUN ANSARI MR. ARUL HARRIS RENU BHAGAT
1 Independent Directors
Fee for attending board committee meetings 16500 14000 4500 35000
Commission
Others please specify
Total (1) 16500 14000 4500 35000
2 Other Non-Executive Directors
Fee for attending board committee meetings 22000 9500 31500
Commission
Others please specify
Total (2) 22000 9500 31500
Total (B)=(1+2) 16500 22000 14000 4500 9500 66500
Total Managerial
Remuneration
Overall Ceiling as per the Act

C. REMUNERATION TO KEY MANAGERIAL PERSONNEL OTHER THAN MD/MANAGER/WTD

Particulars of Remuneration

Key Managerial Personnel

CEO CS CFO Total
1 Gross salary
(a) Salary as per provisions contained in section 17(1) of the Income0tax Act 1961
(b) Value of perquisites u/s 17(2) Income0tax Act 1961
(c) Profits in lieu of salary under section 17(3) Income0tax Act 1961
2 Stock Option
3 Sweat Equity
4 Commission
0 as % of profit
others specifyK
5 Others please specify
Total

VII. PENALTIES / PUNISHMENT/ COMPOUNDING OF OFFENCES: NOT APPLICABLE

Type Section of the Companies Act Brief Description Details of Penalty / Punishment/ Compounding fees imposed Authority [RD / NCLT/ COURT] Appeal made if any (give Details)
A. COMPANY
Penalty
Punishment
Compounding
B. DIRECTORS
Penalty
Punishment
Compounding
C. OTHER OFFICERS IN DEFAULT
Penalty
Punishment
Compounding

Form No. AOC-2

(Pursuant to clause (h) of sub-section (3)of section 134 of the Act and Rule 8(2) ofthe Companies (Accounts) Rules 2014)

Form for disclosure of particulars of contracts/arrangements entered into by thecompany with related parties referred to in sub-section (1) of section 188 of theCompanies Act 2013 including certain arms length transactions under third proviso thereto

1. Details of contracts or arrangements or transactions not at arm's length basis NIL
There were no contracts or arrangements or transactions during the year which were not at arm's length basis.
(a) Name(s) of the related party and nature of relationship Not Applicable
(b) Nature of contracts/arrangements/transactions Not Applicable
(c) Duration of the contracts / arrangements/transactions Not Applicable
(d) Salient terms of the contracts or arrangements or transactions including the value if any Not Applicable
(e) Justification for entering into such contracts or arrangements or transactions Not Applicable
(f) date(s) of approval by the Board Not Applicable
(g) Amount paid as advances if any: Not Applicable
(h) Date on which the special resolution was passed in general meeting as required under first proviso to section 188 Not Applicable
2. Details of material contracts or arrangement or transactions at arm's length basis NIL
(a) Name(s) of the related party and nature of relationship: Not Applicable
(b) Nature of contracts/arrangements/transactions: Not Applicable
(c) Duration of the contracts / arrangements/transactions: ) Not Applicable
(d) Salient terms of the contracts or arrangements or transactions including the value if any: Not Applicable
(e) Date(s) of approval by the Board if any: Not Applicable
(f) Amount paid as advances if any: NIL

Form shall be signed by the persons who have signed the Board's report

ANNEXURE-E

SECRETARIAL AUDIT REPORT For The Financial Year Ended 31s' March 2015

Pursuant to section 204(1) of the Companies Act 2013 and Rule No. 9 of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014.

To

The Members

M/s. BCC Fuba India Limited

We have conducted the secretarial audit of the compliance of applicable statutoryprovisions and the adherence to good corporate practices by M/s. BCC Fuba India Limited(hereinafter called the Company). Secretarial Audit was conducted in a manner thatprovided us a reasonable basis for evaluating the corporate conducts/statutory compliancesand expressing our opinion thereon.

We report that -

a) Maintenance of secretarial records is the responsibility of the management of theCompany. Our responsibility is to express an opinion on these secretarial records based onour audit.

b) We have followed the audit practices and processes as were appropriate to obtainreasonable assurance about the correctness of the contents of the secretarial records. Theverification was done on test basis to ensure that correct facts are reflected insecretarial records. We believe that the processes and practices we followed provide areasonable basis for our opinion.

c) We have not verified the correctness and appropriateness of the financial statementsof the Company.

d) The compliance of the provisions of the Corporate and other applicable laws rulesregulation standards is the responsibility of the management. Our examination was limitedto the verification of procedures on test basis.

e) The Secretarial Audit report is neither an assurance as to the future viability ofthe company nor of the efficiency or effectiveness with which the management has conductedthe affairs of the Company.

Based on our verification of the Company's books papers minute books forms andreturns filed and other records maintained by the Company and also the informationprovided by the Company Its officers agents and authorized representatives during theconduct of Secretarial Audit we hereby report that in our opinion the company hasduring the audit period covering the financial year ended on 31st March 2015complied with the statutory provisions listed hereunder and also that the Company hasproper Board processes and compliance mechanism in place to the extent in the manner andsubject to the reporting made hereinafter:

We have examined the books papers minute books forms and returns filed and otherrecords maintained by the Company for the financial year ended on 31" March 2015according to the provisions of:

(I) The Companies Act 2013 (the Act) and the rules made there under:

(II) The Securities Contracts (Regulation) Act 1956 ('SCRA') and the rules madethereunder:

(III) The Depositories Act 1996 and the Regulations and Bye-laws framed there under;

(IV) Foreign Exchange Management Act 1999 and the rules and regulations made thereunder to the extent of Foreign Direct Investment Overseas Direct Investment and ExternalCommercial Borrowings;

(V) The following Regulations and Guidelines prescribed under the Securities andExchange Board India Act 1992 (SEBI Act')-

(a) The Securities and Exchange Board of India (Substantial Acquisition of Shares andTakeovers) Regulations 2011;

(b) The Securities and Exchange Board of India (Prohibition of Insider Trading)Regulations 1992;

(c) The Securities and Exchange Board of India (Issue of Capital and DisclosureRequirements) Regulations 2009;

(d) The Securities and Exchange Board of India (Employee Stock Option Scheme andEmployee Stock Purchase Scheme) Guidelines 1999;

(e) The Securities arid Exchange Board of India (Issue and Listing of Debt Securities)Regulations 2008;

(f) The Securities and Exchange Board of India (Registrars to an Issue and ShareTransfer Agents) Regulations 1993;

(g) The Securities and Exchange Board of India (Delisting of Equity Shares)Regulations 2009 and

(h) The Securities and Exchange Board of India (Buyback of Securities) Regulations1998;

We have also examined compliance with the applicable clauses of the Listing Agreementsentered into by the Company with BSE Limited.

During the period under review the Company has complied with the provisions of theAct Rules Regulations and Guidelines to the extent applicable as mentioned above.Company has no Company Secretary in whole time employment and also no Cost auditor hasbeen appointed by the company.

(VI) The Company is in the business of manufacture single-sided double-sided andmultilayer (up to 8 layers) PCBs for a vast variety of applications being PCB electronicindustry. As informed to me the following other Laws specifically applicable to theCompany as under:

1. The Air (Prevention and Control of Pollution) Act 1981

2. The Environment (Protection) Act 1986

3. The Employees' Provident Funds and Miscellaneous Provisions Act 1952

4. Employees' State Insurance Act 1948

5. Equal Remuneration Act 1976

6. The Factories Act 1948

7. The Industrial Employment (Standing Orders) Act 1946

8. Maternity Benefit Act 1961

9. Legal Metrology Act 2009

10. The Minimum Wages Act 1948

11. The Payment of Wages Act 1936

12. The Negotiable Instruments Act 1881

13. The Water (Prevention and Control of Pollution) Act 1974

We have checked the compliance management system of the Company to obtain reasonableassurance about the adequacy of systems in place to ensure compliance of specificallyapplicable laws and this verification was done on test basis. We believe that tile Auditevidence which we have obtained is sufficient and appropriate to provide a basis for ouraudit opinion. In our opinion and to the best of our information and according toexplanations given to us we believe that the compliance management system of the Companyis adequate to ensure compliance of laws specifically applicable to the Company.

We further report that the Board of Directors of the Company was duly constituted withproper balance of Executive Directors Non-Executive Directors and Independent Directors.The changes in the Board of Directors that took place during the period under review andthe Board is required to appoint a more independent director on the board as Mr. R. M.Mehta has resigned on 12.03.2015 very close to the end of the financial year.

Adequate notices were given to all directors of the Board Meetings; agenda and detailednotes on agenda were sent at least seven days in advance and a system exists for seekingand obtaining further information and

clarifications on the agenda items before the meeting for meaningful participation atthe meeting.

Board decisions are carried out with unanimous consent and therefore no dissentingviews were required to be captured and recorded as part of the minutes.

We further report that there are adequate systems and processes in the companycommensurate with the size and operations of the company to monitor and ensure compliancewith applicable laws rules regulations and guidelines.

We further report that during the audit period the company has not bought back itsequity shares and there were no instances of -

(i) Public/Rights/Preferential issue of shares/debentures/sweat equity.

(ii) Redemption of securities.

(iii) Decisions by the Members in pursuance to section 180 of the Act.

(iv) Merger/ Amalgamation/Reconstruction.

(v) Foreign technical collaborations.

For Bir Shankar & Co.
Company Secretaries
Place: New Delhi
Date: 30.05.2015 Sd/-
CS Bir Shankar
Proprietor
M. No.7076

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