The Members of
BCL INDUSTRIES & INFRASTRUCTURES LIMITED
The Board of Directors hereby submits the report of the Business and operations of yourcompany (BCL Industries & Infrastructures Limited) along with the audited financialstatements for the financial year ended March 31 2017.
| || ||( Rs In Lakh) |
|Particulars ||Current year ||Previous Year |
| ||2016-17 ||2015-16 |
|Sales ||67128.11 ||52781.69 |
|Other Income ||467.47 ||504.80 |
|Total Income ||67595.58 ||53286.49 |
|Profit before Depreciation ||4128.37 ||3062.07 |
|Finance Cost and Tax || || |
|Expense || || |
|Less: || || |
|Depreciation ||850.58 ||777.86 |
|Finance Cost ||2109.92 ||1400.82 |
|Profit before Tax ||1167.87 ||883.39 |
|Current Tax ||200.00 ||175.00 |
|Deferred Tax ||(46.60) ||18.20 |
|Prior period items ||12.70 ||44.77 |
|Profit for the year ||1001.77 ||645.42 |
|Earnings per share ( Rs ) : || || |
|Basic ||7.08 ||4.56 |
|Diluted ||7.08 ||4.56 |
STATE OF COMPANY'S AFFAIRS
During the year under review the total Revenue of the Company was Rs 67595.58 Lakhagainst Rs 53286.49 Lakh in the previous year. The Profit before Tax of the company hasbeen hiked to Rs 1167.87 lakh from Rs 883.39 lakh as compared to previous year. TheCompany has earned a Net Profit of Rs 1001.77 Lakh as compared to the previous year'sprofit of Rs 645.42 Lakh and Earning Per Share has touched a highest of 7.08 in comparisonto past 5 years of the company which shows a remarkable growth of your company. Even inthe adverse situations your directors have made their all efiorts to maintain healthyfinancial results of the company and they got success in maintaining the same as per theaforesaid financial results of the company. Your directors are committed to keep thistrend in future also.
TRANSFER TO RESERVES IN TERMS OF SECTION 134 (3) (J) OF THE COMPANIES ACT 2013
We propose to transfer Rs 141.50 lacs from the general reserve on account ofdeclaration of dividend at both standalone and consolidated levels.
Your Directors are pleased to recommend a Final Dividend of Rs 1.00 per equity share(10% of Paid-up Capital of the company) for the year ended 31st March 2017. The totalpayout of the proposed dividend is Rs 141.50 lacs. A motion for the confirmation of thedividend will be placed before the shareholders at the Annual General Meeting.
The Register of Members and Share Transfer Books will remain closed on September 16th2017 for the purpose of payment of the final dividend for the financial year ended March31 2017. The AGM is scheduled to be held on September 23rd 2017.
PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS
Loans guarantees and investments covered under Section 186 of the Companies Act 2013form part of the Notes to the financial statements provided in this Annual Report. (pleaserefer Note No. 11 & 12 to the financial statement).
The details of deposits accepted/ renewed during the year under review are Furnishedhereunder:
|S.No. PARTICULARS ||( Rs In Lakh) |
|a) Amount accepted during the year ||18.50 |
|b) Amount unpaid at the end of the year ||60.00 |
|c) Whether there has been any default in repayment of deposits or payment of interest thereon during the year ||NIL |
PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES
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 arm length transactions under third proviso thereto is disclosed in FormNo. AOC-2 furnished in Annexure II and is attached to this report.
MATERIAL CHANGES BETWEEN THE DATE OF THE BOARD REPORT AND END OF FINANCIAL YEAR
There have been no material changes and commitments if any afiecting the financialposition of the Company which have occurred between the end of the financial year of theCompany to which the financial statements relate and the date of the report.
DETAILS OF SUBSIDIARY/JOINT VENTURES/ ASSOCIATE COMPANIES
As on 31st March 2017 the Company does not have any subsidiary/joint venture/associatecompanies.
CHANGE IN THE NAME OF THE COMPANY
It has been proposed to change the name of the company from BCL Industries &Infrastructures Limited to BCL Industries Limited subject to approval by members inupcoming Annual General Meeting.
CHANGE IN THE NATURE OF BUSINESS
There is no change in the nature of the business of the company. Your company tends torun the same business activities till date.
The Extract of Annual Return as required under section 92(3) of the Companies Act 2013read with Rule 12 of the Companies (Management and administration) Rules 2014 in FormMGT-9 is annexed herewith for your kind perusal and information.
MEETINGS OF THE BOARD OF DIRECTORS
During the year twenty Six Board Meetings and four Audit Committee Meetings wereconvened and held the details of which are given in Corporate Governance Report. Theintervening gap between the Meetings was within the period prescribed under the CompaniesAct 2013.
The following Meetings of the Board of Directors were held during the Financial Year2016-17:
|S. No. Date of Meeting ||Board Strength ||No. of Directors Present |
|1 04/04/2016 ||6 ||5 |
|2 09/04/2016 ||6 ||5 |
|3 21/04/2016 ||6 ||6 |
|4 12/05/2016 ||6 ||5 |
|5 23/05/2016 ||6 ||5 |
|6 30/05/2016 ||6 ||6 |
|7 13/06/2016 ||6 ||5 |
|8 28/06/2016 ||6 ||6 |
|9 12/07/2016 ||6 ||5 |
|10 01/08/2016 ||6 ||6 |
|11 14/08/2016 ||6 ||6 |
|12 19/08/2016 ||6 ||6 |
|13 02/09/2016 ||6 ||5 |
|14 09/09/2016 ||6 ||6 |
|15 26/09/2016 ||6 ||6 |
|16 18/10/2016 ||6 ||5 |
|17 04/11/2016 ||6 ||6 |
|S. No. Date of Meeting ||Board Strength ||No. of Directors Present |
|18 14/11/2016 ||6 ||6 |
|19 02/12/2016 ||6 ||5 |
|20 14/12/2016 ||6 ||6 |
|21 30/12/2016 ||6 ||6 |
|22 14/02/2017 ||6 ||6 |
|23 09/03/2017 ||6 ||6 |
|24 27/03/2017 ||6 ||5 |
|25 28/03/2017 ||6 ||5 |
|26 30/03/2017 ||6 ||6 |
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to Section 134(5) of the Companies Act 2013 the Board of Directors of theCompany confirms that-
(a) In the preparation of the annual accounts the applicable accounting standards hadbeen followed along with proper explanation relating to material departures;
(b) The directors had selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the company at the end of the financial year and ofthe profit and loss of the company for that period;
(c) The directors had taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of this Act for safeguarding theassets 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; and
(e) The directors in the case of a listed company had laid down internal financialcontrols to be followed by the company and that such internal financial controls areadequate and were operating effectively.
(f) The directors had devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.
DECLARATION BY INDEPENDENT DIRECTORS
The Board of Directors of the Company hereby confirms that all the Independentdirectors duly appointed by the Company have given the declaration and they meet thecriteria of independence as provided under section 149(6) of the Companies Act 2013.
The Board has carried out an annual evaluation of its own performance as well as theworking of its Committees. The Board lay down the criteria for the performance evaluation.The contribution and impact of individual Directors were reviewed through a peerevaluation on parameters such as level of engagement and participation flow ofinformation independence of judgment conflicts resolution and their contribution inenhancing the Board's overall effectiveness. A feedback cum assessment of individualdirectors the board as a whole and its committees was conducted. The feedback obtainedfrom the interventions was discussed in detail and where required independent andcollective action points for improvement put in place.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
Sh. Rajinder Mittal Managing Director and Sh. S.N. Goyal Whole-time Director of thecompany retires by rotation at the ensuing Annual General Meeting and being eligibleoffers themselves for re-appointment.
The remuneration paid to the Executive Directors is given in Corporate GovernanceReport in Annexure IV.
The Auditors' Report for fiscal 2017 does not contain any qualificationreservation or adverse remark. The Auditors' Report is enclosed with the financialstatements in this Annual Report.
The Secretarial Auditors' Report for fiscal 2017 does not contain anyqualification reservation or adverse remark. The Secretarial Auditors' Report is enclosedas Annexure V to the Board's report in this Annual Report.
As required by the Listing Regulations the auditors' certificate on corporategovernance is enclosed to the Board's report. The auditors' certificate for fiscal 2017does not contain any qualification reservation or adverse remark.
In addition to getting certified by the auditors we have also voluntarilyengaged a Practicing Company Secretary to audit us on corporate governance and issue areport. The report does not contain any qualification reservation or adverse remarks.
The Notes on financial statements are self-explanatory and needs no furtherexplanation.
M/s Himanshu & Associates Chartered Accountants Bathinda were appointed asStatutory Auditors of the company in its AGM held on 24.09.2016 proposed to be ratifiedfor the Financial Year 2017-18 in the Annual General Meeting to be held on 23rd September2017 at 3.30 PM. They have confirmed their eligibility to the effect that theirappointment if made would be within the prescribed limits under the Act and that theyare not disqualified for re-appointment.
In terms of Section 204 of the Act and Rules made thereunder the Board had appointedM/s S. Parnami & Associates Practicing Company Secretary as Secretarial Auditors ofthe company to conduct Secretarial Audit for the financial year 2016-17. They have beenre-appointed for the fiscal year 2017-18.
DISCLOSURE ABOUT COST AUDIT
In terms of the provisions of Section 148 and all other applicable provisions of theCompanies Act 2013 read with the Companies (Audit and Auditors) Rules 2014 M/sKhushwinder Kumar & Co. Cost Accountants have been appointed as Cost Auditors toconduct the audit of cost records of your company for the financial year 2017-18.
Your Company submits its Cost Audit Report with the Ministry Of Corporate Affairswithin the stipulated time period.
INTERNAL AUDIT & CONTROLS
The Company had engaged M/s Kamal Parshotam Jain & Co. as its Internal Auditors forthe Financial year 2016-17. During the year the Company continued to implement theirsuggestions and recommendations to improve the control environment. Their scope of workincludes review of processes for safeguarding the assets of the Company review ofoperational efficiency effectiveness of systems and processes and assessing the internalcontrol strengths in all areas. Internal Auditors findings are discussed with the processowners and suitable corrective actions taken as per the directions of Audit Committee onan ongoing basis to improve efficiency in operations.
M/s Kamal Parshotam Jain & Co. have been re-appointed as Internal Auditors for thefinancial year 2017-18.
PARTICULARS OF EMPLOYEES
The provisions of the Companies (Appointment and Remuneration of Managerial Personnel)Rules 2014 are not applicable as there was no employee in the company during the yeardrawing remuneration more than the amount specified in terms of the Act.
CORPORATE SOCIAL RESPONSIBILITY (CSR)
As required under Section 135 of the Companies Act 2013 the Board of Directors hasconstituted a Corporate Social Responsibility (CSR) Committee comprising Shri R.C. Nayyar(Chairman) and Shri V.K. Nayyar Sh.S.N.Goyal and Smt. Meenu Mittal as other members toformulate and recommend to the Board a Corporate Social Responsibility (CSR) Policy whichshall indicate the activities to be undertaken by the Company as specified in Schedule VIIof the Companies Act 2013 to recommend the amount of expenditure to be incurred on theactivities and to monitor the Corporate Social Responsibility Policy of the Company fromtime to time.
The Annual Report on CSR activities of the Company is furnished in Annexure I andattached to this report.
There has been no change in the policy since last fiscal. We afirm that theremuneration paid to the directors is as per the terms laid out in the Nomination andRemuneration Policy of the Company.
CORPORATE GOVERNANCE CERTIFICATE
The Compliance certificate from the statutory auditors regarding compliance ofconditions of corporate governance as stipulated in SEBI Listing Regulations is annexedwith the report.
MANAGEMENT DISCUSSION ANALYSIS
The Management Discussion and Analysis forms integral part of this Annual Report forthe year ended 31st March 2017. To avoid duplication between the Directors' Report andthe Management Discussion and Analysis we present below a composite summary ofperformance of the various businesses and functions of the Company.
INDUSTRY STRUCTURE AND DEVELOPMENTS
Your Company is engaged in the business of Edible Oil Distillery and Real Estatedevelopers & colonizers.
EDIBLE OIL BUSINESS : Your company has an integrated edible oil complex comprisingof Oil Crushing Unit Solvent Extraction Unit Refinery Vanaspati Ghee Manufacturing Unitand Rice Sheller and it is one of the biggest integrated Unit in the North India. Themajor products of the company in this unit are Vanaspati Ghee Refined Vegitable oilsEdible Oils and Rice under the brand names of Homecook Do Khajoor and Murli.
DISTILLERY UNIT : The Distillery unit of the company at Village Sangat KalanDistt. Bathinda is running successfully at an enhanced capacity of 200 KLPD. This unit ismanufacturing vide range of liquors under the brand names of Asli Santra Ranjha SounfiPunjab Special Whisky Punjab Special Rum Punjab Special Dry Gin Rajdhani Special Whisky(For Delhi NCR) Shalimar Masaledar Sharab (For Delhi NCR) and in IMFL i.e. 9 Star Whisky.
REAL ESTATES: In this field the company has two projects viz. D. D. Mittal Towersat Multania Road Bathinda and a project under the name and style of "GanpatiEnclave" Dabwali Road Bathinda as proprietorship firm. It is a well known projectin the city.
The above Management Discussion and Analysis describing the Company's objectivesprojections estimates and expectations may be "forward looking statements"within the meaning of applicable securities laws and regulations. Actual results coulddifier materially from those expressed or implied. Important factors that could make aDifference to the Company's operations include external economic conditions afiectingdemand/supply infiuencing price conditions in the markets in which the Company operateschanges in Government regulations statutes tax laws and other incidental factors.
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGO
The information pertaining to conservation of energy and technology absorption Foreignexchange earnings and outgo as required under the provisions of Section 134(3) (m) of theCompanies Act 2013 read with Rule 8(3) of the Companies (Accounts) Rules 2014 is asfollows:
Outgo: Rs 13430.68 Lacs
During the year the Risk Management Committee which has been entrusted with theresponsibility to assist the Board in (a) Overseeing and approving the Company(s)enterprise wide risk management framework; and (b) Overseeing that all the risks that theorganization faces such as strategic financial credit market liquidity securityproperty regulatory reputational and other risks have been identified and assessed andthere is an adequate risk management infrastructure in place capable of addressing thoserisks. A Group Risk management Policy was reviewed and approved by the Committee.
The Company manages monitors and reports on the principal risks and uncertainties thatcan impact its ability to achieve its strategic objectives.
INTERNAL FINANCIAL CONTROLS
The Company has in place adequate internal financial controls with reference tofinancial statements. During the year such controls were tested and no reportablematerial weaknesses in the design or operation were observed.
OBLIGATION OF COMPANY UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTIONPROHIBITION 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 the company had set up an InternalComplaints Committee to look into complaints relating to sexual harassment at work placeof any women employee.
Company has already adopted and implemented a policy for prevention of SexualHarassment of Women at workplace. During the year Company has not received any complaintof harassment.
HUMAN RESOURCE MANAGEMENT
Your Company treats its "human resources" as one of its most importantassets.
The Human Resources (HR) department of the company is driven by the vision and mission:
The vision is to grow
The commitment is to perform
The excellence is to deliver consistently
HR management at BCL goes beyond the set boundaries of compensation performancereviews and development. We look at the employee's entire work life cycle to ensuretimely interventions that help build a long-lasting and fruitful career. Your Company'sthrust is in the promotion of talent internally through job rotation and job enlargement.
TRANSFER OF AMOUNT TO INVESTOR EDUCATION AND PROTECTION
Your company did not have any funds lying unpaid or unclaimed for a period of sevenyears. Therefore there were no funds which were required to be transferred to InvestorEducation and Protection Fund (IEPF).
LISTING WITH STOCK EXCHANGES
The Company confirms that it has paid the Annual Listing Fees for the year 2017-18 toBSE where the Company's Share are listed.
Your Directors state that no disclosure or reporting is required in respect of thefollowing items as there were no transactions on these items during the year under review:
1. Details relating to deposits covered under Chapter V of the Act.
2. Issue of shares (including sweat equity shares) to employees of the Company underany scheme save and except ESOS referred to in this Report.
3. No significant or material orders were passed by the Regulators or Courts orTribunals which impact the going concern status and Company's operations in future.
Your Directors wish to express their grateful appreciation to the continuedco-operation received from the Banks Government Authorities Customers Vendors andShareholders during the year under review. Your Directors also wish to place on recordtheir deep sense of appreciation for the committed service of the Executives staff andWorkers of the Company.
|Date: 29/05/2017 ||For & on behalf of the Board of Directors |
|Place: Bathinda (Pb.) ||Chairman |