B C C Fuba India Ltd.
|BSE: 517246||Sector: Engineering|
|NSE: N.A.||ISIN Code: INE788D01016|
|BSE 00:00 | 13 Apr||18.10||
|NSE 05:30 | 01 Jan||B C C Fuba India Ltd|
B C C Fuba India Ltd. (BCCFUBAINDIA) - Director Report
Company director report
Your Directors have pleasure in presenting the 33rd Annual Report and theaudited Accounts of the Company for the financial year ended 31st March 2019.
A brief summary of the audited Standalone financial results of the Company for the yearended March 31 2019 is as under:
(Figures in Rs. In 100)
The Company achieved revenue from operations of Rs. 413752834.00/- and EBITof Rs. 9162703.00/- as against Rs. 150505938.56/- and Rs. (2369967.67)/-respectively in the previous year.
During the year under review the company has made net gain of Rs. 2023970/- (Previousyear loss of Rs. 6284898.67/) from business.
The financial health of the Company shows that our company is doing good andcontinuingly making efforts to do great and mark its strong presence in the market sothat the members could reap maximum benefits simultaneously with Company growth.
Your directors wish to state that the Company is taking all necessary steps andbelieves that the some of the business losses are a temporary phenomenon and themanagement is working towards embracing the better financial position of the Company.Improved financial performance increase in turnover and reduction in consumption of rawmaterial predicts better future of the company.
Your Directors have not transferred any amount to the credit of General Reserve of theCompany for the year ended 31st March 2019.
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to Section 134 of the Act the Directors state that
a) In the preparation of the annual accounts for the year ended March 31 2019 theapplicable accounting standards have been followed and that there are no materialdepartures from the same;
b) The Directors have 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 as on 31stMarch 2019 and of the profit of the Company for that period;
c) The Directors have taken proper and sufficient care 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 Directors have prepared the annual accounts on a going concern basis;
e) The Directors have laid down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and were operatingeffectively; and
f) The Directors have devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.
MATERIAL CHANGES AND COMMITMENTS
There were no material changes and commitments which have occurred between the end offinancial year of the Company to which the financial statements relates and the date ofthis report which affects financial position of the Company.
CONSERVATION OF ENERGY & TECHNOLOGY ABSORPTION
Your company is doing its best efforts to give high priority to energy conservation byopting for more power efficient replacements. Particulars of Energy Conservation /Technology Absorption and Foreign Exchange earnings and out go as per Section 134(3) (m)of Companies Act 2013 are given as an Annexure-A to this report.
Your Company recognizes that risk is an integral part of business and is committed tomanaging the risks in a proactive and efficient manner. Your Company periodically assessesrisks in the internal and external environment. There are no risks which in the opinion ofthe Board threaten the existence of your Company.
PARTICULARS OF EMPLOYEES
In terms of the provisions of Section 197 (12) of the Companies Act 2013 read withRule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules2014 a statement showing the remuneration and other details is being annexed to thisreport as Annexure-B.
As our Company incurred some huge losses in the past but during the year under reviewthe company achieved some profits and company is trying to recover those losses. OurDirectors regret their inability to declare dividend to the members.
The Extracts of the Annual Return as on 31st March 2019 of your company isattached in Annexure C.
[A] The Cash and cash equivalent as at March 31 2019 stands at Rs.6345176/-. TheCompany continues to focus on judicious management of its working capital receivablesinventories and other working capital parameters were kept under strict check throughcontinuous monitoring.
[B] Recommendation to write off Bad Debt and Debit Balance
Audit committee in their report to the Board of Directors mentioned that their is noneed to write off Bad Debts and Debit the Balance. The Debts are Considered Good andcompany is in good state and therefore the audit committee doesn't recommend the Write offBad Debts.
Your Company is managed and controlled by a Board comprising an optimum blend ofExecutive and Non-Executive Directors. The Chairman of the Board is a Non-ExecutiveIndependent Director. As on March 31 2019 the Board of Directors comprised of Six (6)Directors which are Non-executive Directors out of which Three (3) are IndependentDirectors and Two Woman Director. Further in addition to the above mentioned Directors ason March 31 2019 the Company also had a Chief Executive Officer (CEO) and a ChiefFinancial Officer (CFO). The composition of the Board is in conformity with Regulation 17of the SEBI (Listing Obligations & Disclosure Requirements) Regulations 2015 and therelevant provisions of the Companies Act 2013. All the Directors possess requisitequalifications and experience in general corporate management operations technicalexpertise strategy governance finance banking and other allied fields which enablethem to contribute effectively to the Company in their capacity as Directors of theCompany.
During the year under review the Company has appointed Ms. Mona Tayal as the Directorof the Company with effect from 11th April 2018 by way of shareholder'sapproval in the 32nd Annual General Meeting.
During the year under review Mr. Lokesh Tayal Non-Executive and Non IndependentDirector resigned from the directorship of the Company with effect from 12th April 2018.The Board took note of his resignation letter dated 28th March 2018 at the Board Meetingheld on 11th April 2018. The Board placed on record sincere appreciation for all thevaluable guidance support and contributions provided by Mr. Lokesh Tayal Director duringhis tenure as the Director of the Company.
The Independent Directors of your Company have given the certificate of independence toyour Company stating that they meet the criteria of independence as mentioned underSection149(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 is stated on website of theCompany i.e. www.bccfuba.com.
The following appointments to the Board are proposed:
Appointment of Mr. Abhinav Bhardwaj:
Mr. Abhinav Bhardwaj was inducted as an Additional Director on the Board. As per theprovisions of Section 161 of the Companies Act 2013 he holds office only up to the dateof this Annual General Meeting of the Company. Approval of the Shareholders is beingsought for his appointment as an Executive Director in the ensuing Annual General Meetingpursuant to the provisions of the Section 160 of the Companies Act 2013. Being eligiblethe Board recommends his appointment.
Appointment of Mr. Anurag Gupta:
Mr. Anurag Gupta was inducted as an Additional Director on the Board. As per theprovisions of Section 161 of the Companies Act 2013 he holds office only up to the dateof this Annual General Meeting of the Company. Approval of the Shareholders is beingsought for his appointment as an Non- Executive Director in the ensuing Annual GeneralMeeting pursuant to the provisions of the Section 160 of the Companies Act 2013. Beingeligible the Board recommends his appointment.
Appointment of Mr. Hari Datt Jangid:
Mr. Hari Datt Jangid was inducted as an Additional Independent Director on the Board.As per the provisions of Section 149 & 152 of the Companies Act 2013 he holds theoffice for a period of 5 consecutive years i.e. up to 27th August 2024. Adeclaration has been received from Mr. Hari Datt Jangid that he meets the Criteria ofIndependence as provided under Section 149(6) of the Act and Regulation 16(1)(b) of SEBI(Listing Obligations and Disclosure Requirements). Approval of the Shareholders is beingsought for his appointment as a Non-Executive Independent Director in the ensuing AnnualGeneral Meeting pursuant to the provisions of the Section 160 of the Companies Act 2013.Being eligible the Board recommends his appointment.
Mr. Harun Rashid Ansari Independent Director of the Company tendered his resignationfrom the Board of Directors of the Company with effect from 30th July 2019 incompliance with the terms and conditions of Companies Act 2013 and SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 and any statutory modificationsor re-enactments if any. The Board placed on record his sincere appreciation for all thevaluable guidance support and contributions provided by Mr. Harun Rashid AnsariIndependent Director during his tenure as the Director of the Company.
CHANGES IN KMP
There has been no change in any Key Managerial Personnel of the Company during the yearended March 31 2019. CAPITAL STRUCTURE
During the year under review the Share Capital of your company hasn't change. TheCompany has not issued any shares during the year ended March 31 2019.
FUTURE PLANS OF RENOVATION/EXPANSION:
Bearing in mind the burgeoning demand for products and marketing strength of "THEFUBA' as well as the positive economy ahead the Company is gearing itself to meet futuredemand growth. The Company is in the process of renovating its plant for maximumutilization of manufacturing capacity of the plant and is working towards capacityexpansion and technology upgradation by way of induction and installation of new machinery.
The observations of the auditors are self-explanatory and therefore do not call forany further comments.
[A] STATUTORY AUDITORS
The shareholders of the Company at last AGM held on September 29 2018 had appointedM/s. Rajesh K Goel & Associates (FRN 025273N) as the Statutory Auditors of theCompany for an initial term of 5 years till the conclusion of
37th Annual General Meeting. However the Companies Amendment Act 2013 has deleted thecondition of ratification of statutory auditors and accordingly they hold their officetill the conclusion of Annual General Meeting for the Financial Year 2022- 23. TheAuditors' Report is unmodified i.e. it does not contain any qualification reservation oradverse remark or disclaimer.
[B] INTERNAL AUDITORS-
The Company has an Internal Control System commensurate with the size scale andcomplexity of its operations. The scope and authority of the Internal Audit function isdefined by the Audit Committee and delegated to Internal Auditor to maintain itsobjectivity and independence. The Internal Auditor reports to the Chairman of the AuditCommittee of the Board and to the Chairman/chairperson.
The Internal Auditor monitors and evaluates the efficacy and adequacy of internalcontrol system in the company its compliance with operating systems accountingprocedures and policies at all locations of the Company and promptly informed themanagement on the lacking as and when required.
During the year under review SKSPJ & Associates Chartered Accountants InternalAuditor of the Company have tendered resignation with effect from 27th August2019 to discontinue its association with the Company as the Internal Auditor. Thereforethe Company approached Mr. Raghav Gujral Chartered Accountant who gave their consent tobe appointed as the Internal Auditor to fill the casual vacancy arose due to resignationof SKSPJ & Associates Internal Auditor of the Company for the financial year2019-20.
As required under Section 139 of the Companies Act 2013 the Company has obtained awritten Consent from Mr. Raghav Gujral Chartered Accountants to such appointment andalso a certificate to the effect that their appointment if made would be in accordancewith Section139(1) of the Companies Act 2013 and the rules made thereunder as may beapplicable. SKSPJ & Associates Chartered Accountants New Delhi carried out theinternal audit exercise and submitted their report.
[C] SECRETARIAL AUDITORS:
The Secretarial audit report confirms that the Company has complied with all therelevant provisions of the Companies Act 2013 SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 and other necessary compliances under various Acts in sofar as applicable to the Company. The report does not contain any qualificationsreservation or adverse remark.
The secretarial audit report forms part of this report and attached as Annexure-D.
SUBSIDIARIES JOINT VENTURES OR ASSOCIATES
The Company do not have any subsidiary joint ventures or associates.
The company did not accept any deposits covered under section 73 of the Companies Act2013 during the year under review.
All the insurable interests of your Company including inventories buildings plant andmachinery and liabilities under legislative enactments are adequately insured.
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 the provisions vis-a-vis compliance of corporate governance requirements ofSEBI (Listing obligations and Disclosure Requirements) Regulations2015 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.
PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS
As on March 31 2019 there were no outstanding loans or guarantees covered under theprovisions of Section186 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.
Pursuant to the provisions of the Companies Act 2013 Listing Agreement and SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015 The Company hasdevised a Policy for performance evaluation of Independent Directors Board Committeesand other individual Directors which include criteria for performance evaluation of theNon-Executive Directors and Executive Directors. The Board has carried out an annualevaluation of its own performance the individual Directors (including the Chairman) aswell as an evaluation of the working of all Board Committees.
The Board of Directors was assisted by the Nomination and Remuneration Committee. Someof the performance indicators based on which evaluation takes place are experienceexpertise knowledge and skills required for achieving strategy and for implementation ofbest governance practices which ultimately contributes to the growth of the Company incompliances with all policies of the Company.
COMPOSITION OF COMMITTEES
A] Audit Committee
Audit Committee had been duly constituted by the Board of Directors of the Company asper the terms of the provisions of Section 177 of the Companies Act 2013 read with theRules framed thereunder and Regulation 18 of the Listing Regulations. The terms ofreference of the Audit Committee has been approved by the Board of Directors. Compositionof the Audit Committee number of meetings held during the year under review brief termsof reference and other details have been provided in the Corporate Governance Report whichforms part of this Annual Report.
During the year under review the Audit Committee comprises two (2) IndependentDirectors and one (1) Promoter Director. Mr. Chandar Vir Singh Juneja remained theChairman of the Committee.
The tenure of Mr. Harun Rashid Ansari as Independent Director of the company has cameto end on 30th June 2019. Accordingly he tendered his resignation to theBoard. The Board took note of the same at its meeting held on 31st July 2019.The Composition of the Audit committee has been Re-constituted and Ms. Richa BansaliIndependent Director of the Company became the Member of the Audit Committee w.e.f. 31stJuly 2019.
B] Nomination & Remuneration Committee
Nomination & Remuneration Committee had been duly constituted by the Board ofDirectors of the Company as per the terms of the provisions of Section 178 of theCompanies Act 2013 read with the Rules framed thereunder and Regulation 19 of the ListingRegulations. The terms of reference of the Nomination & Remuneration Committee hasbeen approved by the Board of Directors. Composition of the Nomination & RemunerationCommittee number of meetings held during the year under review brief terms of referenceand other details have been provided in the Corporate Governance Report which forms partof this Annual Report.
During the year under review the Nomination & Remuneration Committee comprises two(2) Independent Directors and one (1) Promoter Director. During the year under the reviewMr. Harun Rashid Ansari remained the Chairman of the Committee. However post hisresignation Ms. Richa Bhansali took over the Chairmanship of the Committee.
The tenure of Mr. Harun Rashid Ansari as Independent Director of the company has cameto end on 30th June 2019. Accordingly he tendered his resignation to theBoard. The Board take note of the same at its meeting held on 31st July 2019.The Composition of the Nomination & Remuneration has been Re-constituted and Ms. RichaBansali Independent Director of the Company became the Chairperson of the Nomination& Remuneration Committee w.e.f. 31st July 2019.
C] Stakeholder Relationship Committee
During the year under review the Stakeholder Relationship Committee comprises two (2)Independent Directors and one (1) Promoter Director. Mr. Parmod Kumar Gupta remained theChairman of the Committee. Composition of the Stakeholder Relationship number of meetingsheld during the year under review brief terms of reference and other details have beenprovided in the Corporate Governance Report which forms part of this Annual Report.
The tenure of Mr. Harun Rashid Ansari as Independent Director of the company has cameto end on 30th June 2019. Accordingly he tendered his resignation to theBoard. The Board take note of the same at its meeting held on 31st July 2019.The Composition of the Stakeholder Relationship has been Re-constituted and Ms. RichaBansali Independent Director of the Company became the Member of the StakeholderRelationship Committee w.e.f. 31st July 2019.
NOMINATION & REMUNERATION POLICY
The Board has on the recommendation of the Nomination & Remuneration Committeeframed a policy for selection and appointment of Directors Senior Management and theirremuneration. The Nomination & Remuneration Policy is stated on website of the Companyi.e. www.bccfuba.com.
FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS
The Company has framed Familiarization Programme for Independent Directors pursuant toListing Agreement and SEBI (Listing Obligations and Disclosure Requirements) Regulations2015 and uploaded the same on the website of the Company. The web link to access theaforesaid programme is www.bccfuba.com.
A calendar of Meetings is prepared and circulated in advance to the Directors. Duringthe year under review Seven Board Meetings one Independent Director Meeting Six AuditCommittee Meetings and other Committee Meetings were convened and held. The details ofwhich are given in the Corporate Governance Report. The intervening gaps between theMeetings were within the period prescribed under the Companies Act 2013 and SEBI (Listingobligations and Disclosure Requirements) Regulations 2015.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
As stipulated under Regulation 34 of SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 the Management Discussion and Analysis Report is enclosedas a separate part of this report.
CORPORATE SOCIAL RESPONSIBILITY
The Company does not qualify the criteria as prescribed to adopt the corporate socialresponsibility. 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 are computed 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.
DECLARATION BY INDEPENDENT DIRECTORS
The Company has received necessary declarations u/s 149(7) of the Companies Act 2013from Independent Directors confirming they meet the criteria of independence as prescribedunder Companies Act 2013 and Regulation 25 of SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015.
SIGNIFICANT /MATERIAL ORDERS PASSED BY THE REGULATORS
There are no significant/material orders passed by the Regulators or Courts orTribunals impacting the going concern status of your Company and its operations in future.
INTERNAL FINANCIAL CONTROLS
Your Company has put in place adequate internal financial controls with reference tothe financial statements.
Your Company has adopted accounting policies which are in line with the applicableAccounting Standards that continue to apply under Section 133 and other applicableprovisions if any of the Companies Act 2013 read with Rule 7 of the Companies(Accounts) Rules 2014 and relevant provisions of the Companies Act 2013 to the extentapplicable. Your Company in preparing its financial statements makes judgments andestimates based on sound policies.
REPORTING OF FRAUDS
There was no instance of fraud during the year under review which require theStatutory Auditors to report to the Audit Committee and / or Board under Section 143(12)of the Companies Act 2013 and rules framed thereunder.
ENVIORNMENT & GREEN INITIATIVE
The Company is committed to the environment. The Company continues to upkeep tradeeffluent and chemical treatment plant. Continuous check of air and water pollution atmanufacturing unit is made and monitored.
LISTING ON STOCK EXCHANGES
The Equity shares of the Company are listed on BSE Limited (BSE) and necessary listingfees have been paid up to date.
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 New Act named "TheSexual Harassment of Women at Workplace (Prevention Prohibition and Redressal) Act2013" has been notified on 9th December 2013. Under the said Act ourcompany had constituted an Internal Complaints Committee to look into complaints relatingto sexual harassment at work place of any women employee. During the year under reviewthe ICC has not received or disposed any complaint relating to sexual harassment at workplace of any women employee.
Your Company treats its "human resources" as one of its most importantassets. Your Company continuously invests in attraction retention and development oftalent on an ongoing basis. A number of programs that provide focused people attention arecurrently underway. Your Company thrust is on promoting of talent internally through jobrotation and job enlargement.
During the Year under review Your Company enjoyed cordial relationship with workersand employees at all levels. TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTIONFUND
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).
The Company has established a vigil mechanism incorporating a whistle blower policy inlines with the Regulation 22 of SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 in order to protect the interest of the employees and executives inreporting their grievances in a protected manner. It also provides for the protectionagainst victimization of directors and employees who avail this mechanism and allowsdirect communication with the Chairperson of the Audit Committee in certain appropriateand exceptional circumstances. The policy on vigil mechanism may be accessed on theCompany's website www.bccfuba.com.
Yours Directors take the opportunity to offer thanks to the State Bank of India fortheir valuable assistance. Yours Directors also wish to place on record their deep senseof appreciation for services of the executives staff and workers of the company forsmooth operations of the Company.
INFORMATION ON ENERGY CONSERVATION TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGSAND 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.
A. POWER AND FUEL CONSUMPTION PRINTED CIRCUIT BOARD
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 from 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 doublesided boards with SMTpads.
FOREIGN EXCHANGE EARNINGS AND OUTGO:
1 (i) The information required pursuant to Section 197 read with Rule 5 (1) (i) of TheCompanies (Appointment and
Remuneration of Managerial Personnel) 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:
Note: For this purpose sitting fees paid to the Directors have not been considered asremuneration. *MRE- Median
Remuneration of Employee based on annualized salary
The median remuneration of employees of the Company during the financial year was Rs.155976/-
In the financial year there was increase in the median remuneration of employees;
There were 66 Permanent employees on the rolls of the Company as on March 31 2019;
Relationship between average increase in remuneration and Company performance:- Thefollowing factors are considered while giving increase in the remuneration:
Financial performance of the Company
Comparison with peer companies and
Industry benchmarking and consideration towards cost of living adjustment/ inflation
Comparison of the remuneration of the Key Managerial Personnel(s) against theperformance of the Company :- For the financial year 2018-19 Key Managerial Personnel werepaid 22% of turnover respectively of the Company.
2. (1) Statement showing the names of the top ten employees in terms of remunerationdrawn:
(i) Employed throughout the year and were in receipt of remuneration at the rate of notless than Rs. 1 crore and 2 Lakh per annum.- Nil
(ii) Employment for a part of the financial year and separated were in receipt ofremuneration at the rate of not less than Rs. 8 Lakh 50 Thousand per month: Nil
(Hi) Employed throughout the financial year or part thereof was in receipt ofremuneration in that year which in the aggregate or as the case may be at a rate whichin the aggregate is in excess of that drawn by the managing director or whole-timedirector or manager and holds by himself or along with his spouse and dependent childrennot less than two percent of the equity shares of the company. - Nil