The Members of
BCL Industries & Infrastructures Limited
Your Directors have pleasure in submitting their 39th Annual Report of the Companytogether with the Audited Statements of Accounts for the year ended 31st March 2015.
The Company's nancial performance for the year under review alongwith previous year'sgures are given hereunder:
Particulars For the Year ended 31 March 2015
| || |
(Rs. In Lacs)
(Rs. In Lacs)
| ||2014-15 ||2013-14 |
|Profit before Depreciation ||4280.41 ||3296.86 |
|Finance Cost and Tax Expenses || || |
|Less: || || |
|Finance Cost ||2431.85 ||1414.74 |
|Depreciation ||827.92 ||1119.96 |
|Profit before tax ||1020.64 ||762.16 |
|Add/ (Less): || || |
|Current Tax ||(200.00) ||(85.00) |
|Deferred Tax ||(49.64) ||(2.71) |
|Prior Period Items ||(79.41) ||(81.28) |
|Profit for the year ||691.59 ||593.17 |
|EPS after exceptional Item: || || |
|Basic ||4.89 ||4.19 |
|Diluted ||4.89 ||4.19 |
In the month of February the Company declared an Interim Dividend of 0.60 paisa pershare (i.e. 6% of paid-up Capital of Company). Your Directors are pleased to recommend anal dividend of 0.40 paisa per equity share (i.e. 4% of Paid-up Capital of the Company).The dividend if approved and declared in the forthcoming Annual General meeting wouldresult a total Dividend out ow of Rs. 141.50 lacs.
The total aggregate dividend becomes 10% of Paid-up
Capital (both inclusive interim and nal) for the current nancial year.
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGO
The information pertaining to conservation of energy technology absorption Foreignexchange Earnings and outgo as required under Section 134 (3)(m) of the Companies Act2013 read with Rule 8(3) of the Companies (Accounts) Rules 2014 is as follow:
Outgo: Rs. 7262.40 Lacs
DETAILS OF POLICY DEVELOPED AND IMPLEMENTED BY THE COMPANY ON ITS CORPORATE SOCIALRESPONSIBILITY INITIATIVES
During the year your directors have constituted the Corporate Social Responsibilityand Governance Committee (CSR&G Committee) comprising Shri R.C. Nayyar as the Chairmanand Shri V.K. Nayyar and Sh. S. N. Goyal as other members.
The said Committee has been entrusted with the responsibility of formulating andrecommending to the Board a Corporate Social Responsibility Policy (CSR Policy)indicating the activities to be undertaken by the Company monitoring the implementationof the framework of the CSR Policy and recommending the amount to be spent on CSRactivities.
The Annual Report on Company's CSR activities of the Company is furnished in AnnexureI and attached to this report.
PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIESACT 2013
Particulars of loans given investments made guarantees given and securities providedalong with the purpose for which the loan or guarantee or security is proposed to beutilized by the recipient are provided in the standalone nancial statement (Pleaserefer to Note No. 11to the nancial statement).
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's length transactions under third proviso thereto is disclosed inForm No. AOC-2 furnished in Annexure II and is attached to this report.
EXPLANATION OR COMMENTS ON QUALIFICATIONS RESERVATIONS OR ADVERSE REMARKS ORDISCLAIMERS MADE BY THE AUDITORS AND THE PRACTICING COMPANY SECRETARY IN THEIR REPORTS
There was no a quali cation reservations or adverse remarks made either by theStatutory Auditors or by the Practicing Company Secretary in their respective reports.
The extracts of Annual Return pursuant to the provisions of Section 92 read with Rule12 of the Companies (Management and administration) Rules 2014 is Annexed as AnnexureIII with this report.
During the year twenty six Board Meetings and four Audit Committee Meetings wereconvened and held. The details of which are given in the Corporate Governance Report. Theintervening gap between the Meetings was within the period prescribed under the CompaniesAct 2013.
DIRECTORS RESPONSIBILITY STATEMENT
In accordance with the provisions of Section 134(5) of the Companies Act 2013 theBoard hereby submits its responsibility Statement:
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 nancial year and of theProfit and loss of the company for that period;
c) the directors had taken proper and suf cient 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 had laid down internal nancial controls to be followed by the companyand that such internal nancial controls are adequate and were operating effectively.
f) the directors had devised proper systems to ensure compliance with the provisions ofall applicable laws and that such systems were adequate and operating effectively.
During the year under review the Company had launched the scheme of Fixed Deposits forthe public. The details of deposits accepted/renewed during the year under review arefurnished hereunder:
|S. No. ||PARTICULARS || |
(Rs. In Lacs)
|a) ||Amount accepted during the year ||76.70 |
|b) ||Amount remained unpaid or unclaimed as at the end of the year ||Nil |
|c) ||whether there has been any default in repayment of deposits or payment of interest thereon during the year ||Nil |
DECLARATION OF INDEPENDENT DIRECTORS
The Independent Directors have submitted their disclosures to the Board in that theyful ll all the requirements as stipulated in Section 149(6) of the Companies Act 2013 soas to qualify themselves to be appointed as Independent Directors under the provisions ofthe Companies Act 2013 and the relevant rules.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
Sh. Rajinder Mittal Managing Director of the company retires by rotation at theensuing Annual General Meeting and being eligible offers himself for reappointment.
The remuneration paid to the Executive Directors is given in Corporate GovernanceReport.
M/s P. Mittal & Co. Chartered Accountants Bathinda will hold of ce from theconclusion of the 39th Annual General Meeting till the conclusion of 43rd Annual GeneralMeeting subject to any rati cation as per the provisions of Companies Act 2013. TheCompany has received a certi cate from the above Auditors to the effect that if they arereappointed it would be in accordance with the provisions of Section 141 of the CompaniesAct 2013.
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/s.Khuswinder Kumar & Co. Cost Accountants have been appointed as Cost Auditors toconduct the audit of cost records of your company for the nancial year 2015-16.
Your Company submits its Cost Audit Report with the Ministry of Corporate Affairswithin the stipulated time period.
SECRETARIAL AUDIT REPORT
In terms of Section 204 of the Act and Rules made there under M/s. S. Parnami &Associates Practicing Company Secretary have been appointed Secretarial Auditors of theCompany. The report of the Secretarial Auditors is enclosed to this report. The report isself-explanatory and do not call for any further comments.
INTERNAL AUDIT & CONTROLS
The Company has engaged M/s AMRG & Associates New Delhi as its Internal Auditorsfor the nancial year 2014-15. 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 ef ciency effectiveness of systems and processes and assessing the internalcontrol strengths in all areas. Internal Auditors ndings are discussed with the processowners and suitable corrective actions taken as per the directions of Audit Committee onan ongoing basis to improve ef ciency in operations. The Company has now appointed M/s.Kamal Parshotam Jain & Company as Internal Auditors for the nancial year 2015-16.
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 speci ed in terms of the Act.
Pursuant to the provisions of the Companies Act 2013 and Clause 49 of the ListingAgreement the Board has carried out an annual performance evaluation of its ownperformance the directors individually as well as the evaluation of the working of itsAudit Nomination & Remuneration and Compliance Committees. The manner in which theevaluation has been carried out has been explained in the Corporate Governance Report.
The Board has on the recommendation of the Nomination & Remuneration Committeeframed a policy for selection and appointment of Directors Senior Management and theirremuneration. The Remuneration Policy is stated in the Corporate Governance Report.
RISK MANAGEMENT POLICY
During the year your Directors have constituted a Risk Management Committee which hasbeen entrusted with the responsibility to assist the Board in (a) Overseeing and approvingthe Company's enterprise wide risk management framework; and (b) Overseeing that all therisks that the organization faces such as strategic nancial credit market liquiditysecurity property regulatory reputational and other risks have been identi ed andassessed and there is an adequate risk management infrastructure in place capable ofaddressing those risks. A Group Risk Management Policy was reviewed and approved by theCommittee.
The Company manages monitors and reports on the principal risks and uncertainties thatcan impact its ability to achieve its strategic objectives.
CORPORATE GOVERNANCE CERTIFICATE
The Compliance certi cate from the statutory auditors regarding compliance ofconditions of corporate governance as stipulated in Clause 49 of the Listing agreement isannexed with the report.
MANAGEMENT DISCUSSION AND ANALYSIS
The Management Discussion and Analysis forms integral part of this Annual Report forthe year ended 31st March 2015.
In terms of the provisions of Section 217 (2A) of the Companies Act 1956 read withthe Companies (Particulars of Employees) Rules 1975 as amended the names and otherparticulars of the employees are set out in the annexure to the Directors' Report.However as per the provisions of Section 219 (b) (iv) of the said Act read with Clause 32of the Listing Agreement the Annual Report excluding the aforesaid information is beingsent to all the members of the Company and others entitled thereto. Any member interestedin obtaining such particulars may write to the Company at the registered of ce of theCompany.
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 noti ed 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 adopted a policy for prevention of Sexual Harassment of Women at workplaceand has set up Committee for implementation of said policy. During the year Company hasnot received any complaint of harassment.
Your Company treats itshuman resources as one of its most important assets.
Your Company continuously invest in attraction retention and development of talent onan ongoing basis. A number of programs that provide focused people attention are currentlyunderway. Your Company thrust is on the promotion of talent internally through jobrotation and job enlargement.
TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND
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 con rms that it has paid the Annual Listing Fees for the year 2015-2016 toBSE where the Company's Shares are listed.
Your Directors place on record their sincere thanks to bankers business associatesemployees consultants and various Government Authorities for their continued supportextended to your Company's activities during the year under review.
Your Directors also acknowledges gratefully the shareholders for their support and condence reposed on their Company.
|for and on behalf of the Board of Directors || |
| ||Chairman |
|Place: Bathinda (Pb.) || |
|Date: 30 May 2015 || |
Compliance with Code of Business Conduct and Ethics
The Members of
BCL Industries & Infrastructures Limited
Pursuant to Clause 49(1)(D)(ii) I hereby con rm that for the nancial year ended 31stMarch 2015 all the Board members and the Senior management personnel have af rmedcompliance with the code of conduct framed by the Company
| ||For BCL Industries & Infrastructures Ltd. |
| ||Sd/- |
|Date: 30 May 2015 || |
|Place: Bathinda (Pb.) ||Managing Director |
CEO / CFO CERTIFICATE
Shri Rajinder Mittal Managing Director and Shri Navdeep Gupta Chief Financial Ofcer(CFO) of the Company have certi ed to the Board that:
a) The Financial Statements and the Cash Flow Statement for the year have beenreviewed and to the best of their knowledge and belief -
i) These statements do not contain any material untrue statement or omit any materialfact or contain statements that might be misleading; and
ii) These statements together present a true and fair view of the Company's affairs andare in compliance with existing Accounting Standards applicable laws and regulations.
b) There are to the best of their knowledge and belief no transactions enteredinto by the Company during the year that are fraudulent illegal or violative of theCompany's Code of Conduct.
c) They accept responsibility for establishing and maintaining internal controlsfor nancial reporting and that they have evaluated the effectiveness of the internalcontrol systems of the Company pertaining to nancial reporting; and they have disclosed tothe Auditors and the Audit Committee de ciencies in the design or operations of suchinternal controls if any of which they are aware and the steps they have taken orproposed to take to rectify these de ciencies.
d) They have indicated to the Auditors and the Audit Committee:
i) Signi cant changes in internal controls over nancial reporting during the year ;
ii) Signi cant changes in Accounting Policies during the year and that the same havebeen disclosed in the notes to the nancial statements; and ;
iii) Instances of signi cant frauds of which they have become aware and the involvementtherein if any of the management or an employee having signi cant role in the Company'sinternal control systems over nancial reporting.
|Date: 30 May 2015 ||Sd/- ||Sd/- |
|Place: Bathinda (Pb.) ||Managing Director ||Chief Financial Of cer |