BCL Enterprises Ltd.
|BSE: 539621||Sector: Financials|
|NSE: N.A.||ISIN Code: INE368E01015|
|BSE LIVE 05:30 | 01 Jan||Stock Is Not Traded.|
|NSE 05:30 | 01 Jan||Stock Is Not Traded.|
|BSE: 539621||Sector: Financials|
|NSE: N.A.||ISIN Code: INE368E01015|
|BSE LIVE 05:30 | 01 Jan||Stock Is Not Traded.|
|NSE 05:30 | 01 Jan||Stock Is Not Traded.|
BCL Enterprises Limited
The Board of Directors hereby presents its 31stDirectors' report on thebusiness and operations of the Company along with the Audited Financial Statements forthe financial year ended 31st March 2016.
The Company is a Non Deposit Accepting Non Banking Finance Company ("NBFC")registered with Reserve Bank of India ("RBI") holding a Certificate ofRegistration No (B-14.01006).
2. STATE OF COMPANY'S AFFAIR
With the expected positive momentum in the Indian economy the Company is focused ongrowth and achieving profitability along with a renewed commitment to enhance quality andcustomer service and to reduce costs. Innovations investment and positive modificationsare expected in the near future boosting the Company's revenues. Together with forwardlooking strategy the Company is also focusing extensively on expanding the business andoperational improvements through various strategic projects for operational excellence andcost cutting initiatives.
3. FINANCIAL HIGHLIGHTS
During the year under review the revenue reported for the current year was Rs. 254 Lacas compared to Rs. 50 Lac in the previous year; the ultimate increase in revenue of408%.During the reporting period Company has incurred loss of Rs. 11 Lacs as compared toProfit before tax of Rs. 14 Lac in the previous year.
4. FINANCIAL RESULTS
The Company's financial results are as under:
5. TRANSFER TO RESERVES
As the Company has incurred loss during the Financial Year no profits was transferredto Statutory Reserve Account for the financial year ended 31st March 2016.
6. LISTING AT BSE LIMITED
The Management of the Company please to inform its stakeholders that during the yearthe Equity Shares of the Company got listed on BSE Limitedw .e .f. February 4 2016. BSELimited is the world's 5th most active Stock Exchange in terms of number of transactionshandled through its electronic trading system.
Listing on BSE provides a continuing liquidity to the shareholders of the listedentity. This in turn helps broaden the shareholder base. Companies listed on BSE generallyfind that the market perception of their financial and business strength is enhanced.
During the Year 2015-16 the Company has incurred a loss on account of hefty DirectListing fee payment Listing. Therefore Company does not recommend any dividend to itsshareholder for the FY 2015-16.
8. BUSINESS RISK MANAGEMENT
Risk Management is an integral part of the Company's business strategy. The RiskManagement oversight structure includes Committees of the Board and Senior ManagementCommittees. The Audit Committee of the Board reviews compliance with risk policiesmonitors risk tolerance limits reviews and analyzes risk exposure related to specificissues and provides oversight of risk across the organization. The Audit Committeenurtures a healthy and independent risk management function to inculcate a strong riskmanagement culture in the Company.
As part of the Risk Management framework the management of Credit Risk Market RiskOperational Risk and Fraud Risk are placed under the Head-Risk to ensure Integrated RiskManagement for various Risks.
9. INTERNAL FINANCIAL CONTROL
The Company's internal control system is designed to ensure operational efficiencyprotection and conservation of resources accuracy and promptness in financial reportingand compliance with laws and regulations. The internal control system is supported by aninternal audit process for reviewing the adequacy and efficacy of the Company's internalcontrols including its systems and processes and compliance with regulations andprocedures.
Further pursuant to Section 138 of the Companies Act 2013 and the Companies(Accounts) Rules 2014 M/s Ghanshyam Gupta & Co. Chartered Accountant is theInternal auditor of the Company who submit his report on the internal processes andcontrol to the Audit Committee of the Board
10. VIGIL MECHANISM / WHISTLE BLOWER POLICY
Pursuant to Section 177 of the Companies Act 2013 every listed company shall establisha Vigil Mechanism/Whistle Blower Policy for directors and employees to review the mattersrelating to fraud risk including corrective and remedial actions as regard people andprocesses the Company has formulated a vigil mechanism policy which shall also safeguardthe directors and employees from victimization who report their genuine concern relatingto actual or suspected fraud unethical behaviour violation of the Company's Code ofConduct or Ethical Policies and any other event which would adversely affect theinterests of the business of the Company and which is under direct control of the AuditCommittee of the Company. The said policy has also posted on the website of the Company.
11. HUMAN RESOURCES
The Company recognizes people as its most valuable asset and it has built an opentransparent and meritocratic culture to nurture this asset. The Company has kept a sharpfocus on Employee Engagement. The Company's Human Resources is commensurate with the sizenature and operations of the Company.
12. DEPOSITS FROM PUBLIC
The Company has not accepted any deposits from public and as such no amount on accountof principal or interest on deposits from public was outstanding as on the date of thebalance sheet.
13. DETAILS OF DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP) APPOINTED / RESIGNED DURINGTHE YEAR
During the Year under review the following changes occurred in the position ofDirectors/KMPs of the Company
LIST OF DIRECTORS AS ON 31ST MARCH 2016
LIST OF KEY MANAGERIAL PERSONNEL (KMP) AS ON 31ST MARCH 2016
14. BOARD EVALUATION
Pursuant to the provisions of the Companies Act 2013 and SEBI (Listing Obligation&Disclosers Requirement) 2015 a structured questionnaire was prepared after taking intoconsideration of the various aspects of the Board & its Committees execution andperformance of specific roles duties obligations and governance. The performanceevaluation of Committees Executive Directors Non-Executive Directors and IndependentDirectors was completed. The Performance evaluation of the Chairman Non-ExecutiveDirectors & Board as a whole was carried out by the Independent Directors.
The Board of Directors expressed their satisfaction with the evaluation process.Directors of the Company has carried their own performance evaluation too known as"Self Assessment".
15. MEETINGS HELD DURING THE YEAR
The agenda and Notice for the Meetings is prepared and circulated in advance to theDirectors. During the year under review 7 (seven) Board Meetings 2 (Two) Nomination& Remuneration Committee Meetings 5 (Five) Audit Committee Meetings 1 (one)Independent Directors meeting and 1 (one) Extra Ordinary General Meeting were convened andheld. The intervening gap between the Meetings was within the period prescribed under theCompanies Act 2013.
16. COMPOSITION COMMITTEES OF THE BOARD AS ON 31ST MARCH 2016:
a) AUDIT COMMITTEE:
The composition of audit committee of the Company is as follow:
The Board has accepted all the recommendations proposed by audit committee during thefinancial year.
b) NOMINATION AND REMUNERATION COMMITTEE:
c) SHAREHOLDER GRIEVANCE COMMITTEE:
17. PARTICULARS OF EMPLOYEES
The information as per Section 197 read with Rule 5(1) of the Companies (Appointmentand Remuneration of Managerial Personnel) Rules 2014 is as under:
(i). The ratio of remuneration of each director to the median remuneration of theemployees of the employees of the Company for the financial year 2015-16:
(ii). There has been no percentage increase in the remuneration of any DirectorChief Financial Officer Chief Executive Officer and Company Secretary in the financialyear 2015-16.
(iii). There has been 3.07% increase in the median remuneration of employees inthe financial year 2015-16.
(iv). As of 31st March 2016 the total no of permanent employees on therolls of the Company:
(v). There has been no average percentile increase in the salaries of theCompany's employees in the financial year 2015-16. The total remuneration to employees forthe Financial Year 2015-16 was Rs. 1288180/- as compared to Rs. 1183220/- in theFinancial Year 2014-15.
(vi). The Company affirms that remuneration given is as per the remuneration policy ofthe Company.
However as per the provisions of Section 136 of the Act the Report and Accounts arebeing sent to all the members excluding the information on particulars of employees whichis available for inspection by the members at the Registered Office of the Company duringbusiness hours on working days of the Company up to the date of the ensuing Annual GeneralMeeting.
18. DISCLOSURE UNDER RULE 5(2)&(3) OF THE COMPANIES (APPOINTMENT AND REMUNERATION)RULES 2014
No directors/employees of the Company was in receipt of amount exceeding a salary ofRs. 850000/-per month or Rs. 10200000/- per annum or more when employed for whole ofthe year under the provisions of Rule 5 (2) & (3) of The Companies (Appointment AndRemuneration) Rules 2014.
19. PARTICULARS OF CONTRACT OR ARRANGEMENT WITH RELATED PARTIES U/S 188(1)
The particulars of every contract or arrangements entered into by the Company withrelated parties referred to in sub-section (1) of section 188 of the Companies Act 2013including certain arms length transactions under third proviso thereto shall be disclosedin Form No. AOC -2 is attached as "Annexure A".
20. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF COMPANIES ACT2013
Pursuant to Section 186(11) of the Companies Act 2013 disclosure under Section 134(3)(g) of the Companies Act 2013 is not applicable on the Company.
21. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS
There were no such orders passed against the company during the year
22. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY
There have been no material changes and commitments affecting the financial position ofthe company which have occurred between the end of the financial year of the Company towhich the financial statements relate and the date of this annual report.
23. CHANGE IN THE NATURE OF BUSINESS
There has been no change in nature of business during the financial year under review.
24. STATUTORY AUDITORS
Pursuant to the provisions of Section 139 of the Act and the rules framed there underM/s. Krishan Rakesh & Co. [FRN NO. 009088N]. Chartered Accountants were appointedas statutory auditors of the Company from the conclusion of the annual general meeting(AGM) of the Company held on September 30 2015 till the conclusion of next sixth AnnualGeneral Meeting subject to ratification of their appointment at every AGM. The Board ofDirectors has sought for ratification of appointment from the members of the Company.
25. STATUTORY AUDITORS REPORT
The observation made by the Auditors are selfexplanatory and do not require anyfurther clarifications. The Statutory Auditors have not reported any incident of fraud tothe Audit Committee of the Company in the year under review.
26. SECRETARIAL AUDIT
M/s. Grover Ahuja& Associates Practicing Company Secretary were appointed toconduct the secretarial audit of the Company for the Financial Year 2015-16 as requiredunder Section 204 of the Companies Act 2013 and rules made there under. The SecretarialAudit Report for the Financial Year 2015-16 forms part of the Annual Report as AnnexureB to the Board's Report. The Secretarial Audit Report does not contain anyqualification reservation or adverse remark.
27 . SECRETARIAL AUDIT REPORT
The Secretarial Auditor remarks are self-explanatory and do not require anyclarification from the Board except the following:
Remark: As per RBI Circular No. DNBR (PD).CC.No 019/03.10.01/2014-15 datedFebruary 6 2015 all NBFCs being credit institutions are directed to become member ofall four Credit Information Companies (CIC) as in existence at present. The Company hasnot attained membership with any of the CIC during the period under review.
Board Clarification:The Board assures that the Company will comply with all theprovisions of the Non-Banking Financial Companies Prudential Norms.
28. EXTRACT OF ANNUAL RETURN
The details forming part of the extract of Annual Return in form MGT-9 as requiredunder Section 92 of the Companies Act 2013 is included in this report as Annexure C andforms integral part of this report.
29. REPORT UNDER THE PREVENTION OF SEXUAL HARASSMENT ACT 2013
The Board confirms that there were no complaints/cases have been filed pending with thecompany reported under the Prevention of Sexual Harassment of Women at Workplace(Prevention Prohibition and Redressal) Act 2013 during the financial year 2015-2016.
30. DETAILS OF SUBSIDIARIES JOINT VENTURES AND ASSOCIATE COMPANIES
During the year under review BCL Developers Limited and Paavak InfrastructuresLimitedceased to be subsidiaries of the Company.
The Company has eight (8) Subsidiaries as on date detailed as under:
The disclosure of particulars with respect to information related to performance andfinancial position of the Associate Companies subject to Rule 8(1) of Companies (Accounts)Rules 2014shall be disclosed in Form No. AOC -1 is attached as "Annexure D".
Further no Company has become/ceased to be a joint venture or associates during thefinancial year 2015-16.
31. CORPORATE SOCIAL RESPONSIBILITY (CSR)
The disclosures as per Rule 9 of Companies (Corporate Social Responsibility Policy)Rules 2014 is not applicable as Company is not covered under the criteria mentioned inSection 135(1) of Companies Act 2013.
32. CORPORATE GOVERNANCE
Disclosure related to corporate governance during the financial year under _Regulations17 18 19 20 21 22 23 24 25 26 27 of the SEBI (Listing Regulations and DisclosureObligations Requirements) Regulations 2015 are not applicable to the Company.
33 . ENERGY CONSERVATION TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGSAND OUTGO
In view of the nature of the activities carried out by the Company Section 134(3) (m)of the Companies Act 2013 read with Companies (Accounts) Rules 2014 relating toconservation of energy and technology absorption are not applicable to the Company.During the year under review the Company had no earnings and expenditure in foreignexchange.
34. DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to Section 134 (3)(c) of the Companies Act 2013 and subject to disclosures inthe Annual accounts your Directors' state as under:
a.) that in the preparation of the annual accounts for the year ended March 31 2016the applicable accounting standards have been followed along with proper explanationrelating to material departures;
b.) that the directors have selected such accounting policies and applied themconsistently and made judgement and estimates that are reasonable and prudent so as togive a true and fair view of the state of affairs of the Company at the end of thefinancial year ended March 31 2016 and of the profit and loss of the Company for thatperiod;
c.) that the directors have taken proper and sufficient care has been taken for themaintenance of adequate accounting records in accordance with the provisions of theCompanies Act 2013 for safeguarding the assets of the Company and for preventing anddetecting fraud and other irregularities;
d.) that the directors have prepared the annual accounts on a going concern basis;
e.) that the directors had laid down internal financial controls to be followed by thecompany and that such internal financial controls are adequate and were operatingeffectively;
f.) that the directors had devised proper systems to ensure compliance with theprovisions of all applicable laws were in place and that such systems were adequate andoperating effectively.
35. ACKNOWLEDGMENT AND APPRECIATION
The Directors gratefully acknowledge all stakeholders of the Company viz. financialinstitutions Government Authorities customers members dealers vendors banks andother business partners for the excellent support received from them during the year. TheDirectors place on record their sincere appreciation to all employees executives staffand workers of the Company for their unstinted commitment and continued contribution tothe Company.