Your Directors have pleasure in presenting the 35th Annual Report and theaudited Accounts of the Company for the financial year ended 31st March 2021.
A brief summary of the audited Standalone financial results of the Company for the yearended March 31 2021 is as under:
(Figures in Rs. In 100)
|S. No ||Particulars ||March 31 2021 ||March 31 2020 |
|1. ||Revenue from operations ||4445220.91 ||4737738.79 |
|2. ||Profit/(Loss) before Interest & Depreciation ||130732.21 ||-29159.25 |
|3. ||Interest ||39041.88 ||41993.19 |
|4. ||Profit/(Loss) after Interest & before Depreciation ||91690.33 ||-71152.44 |
|5. ||Depreciation ||37441.59 ||37808.00 |
|6. ||Profit / Loss before exceptional items ||54248.74 ||-108960.44 |
|7. ||Exceptional Items ||4754.52 ||14367.28 |
|6. ||Net Profit/(Loss) ||59003.27 ||(94593.16) |
The Company achieved revenue from operations of Rs. 444522091/- and Profitbefore interest Depreciation and tax of Rs. 13073221/- in the current year asagainst Rs. 473773879/- revenue and Loss before interestdepreciation and tax of Rs. -2915925/- respectively in the previous year.
During the year under review the company has earned profits ofRs. 5900327/-(as compared to Previous year losses of Rs.9459316/-) from business. Thefinancial health of the Company is under the continuous scrutiny of the Board of Directorsof Company. The Pandemic in the financial year 2020-21 has few unexpected effects on thebusiness which is one of reasons of company's performance. The Board of Directors assuresthat our company is doing good and continuingly making efforts to do great and mark itsstrong presence in the market so that the members could reap maximum benefitssimultaneously with Company growth. Your directors wish to state that the Company istaking all necessary steps 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 2021.
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 2021 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 2021 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 significant material changes and commitments which have occurred betweenthe end of financial year of the Company to which the financial statements relates and thedate of this 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.
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 the company is trying to recoverthose losses. Our Directors regret their inability to declare dividend to the members.
Pursuant to Sec 92(3) of the Companies Act 2013 read with Rule 12 of the Companies(Management and Administration) Rules 2014 the copy of Annual Return can be accessed atCompany's website at www.bccfuba.com Investor-Information/annual-return
[A] The Cash and cash equivalent as at March 31 2021 stands at Rs. 27974026/-. 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 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. 547733/-.
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 2021 the Board of Directors comprised of One (1)Executive Director and Seven (7) Directors which are Non-executive Directors out of whichThree (3) are Independent Directors and Two Woman Director. Further in addition to theabove mentioned Directors as on March 31 2021 the Company also had a Chief ExecutiveOfficer (CEO) and a Chief Financial Officer (CFO). The composition of the Board is inconformity with Regulation 17 of the SEBI (Listing Obligations & DisclosureRequirements) Regulations 2015 and the relevant provisions of the Companies Act 2013.All the Directors possess requisite qualifications and experience in general corporatemanagement operations technical expertise strategy governance finance banking andother allied fields which enable them to contribute effectively to the Company in theircapacity as Directors of the Company.
During the year under review the Company has not made any new appointments ofDirectors and neither there is any Resignation made during the period under review.
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.
CHANGES IN KMP
During the last year Ms. Suchitra Singh Company Secretary had tendered her resignationfrom the post of Company Secretary & Compliance Officer of the Company with effectfrom 03rd February 2020 the board recorded sincere appreciation for her forall the valuable contribution provided by her towards the company during her tenure. TheBoard further took note of her resignation in the Board Meeting and designated Mr. N.K.Jain CFO of the Company as the Compliance Officer of the Company for compliances relatedto the BSE (Bombay Stock Exchange) till the appointment of Company Secretary &Compliance Officer. During the year under review Mr. Dinesh Kumar Yadav has beenappointed as Whole-time Company Secretary and Key Managerial personnel of the Company bythe Board of Directors of the Company in the Board Meeting on 30th July 2020as per the provisions of Section 203 of the Companies Act 2013 and Rule 8 of Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014. Mr. Dinesh Kumar Yadavis also designated with the role of Compliance Officer of the Company as per theprovisions of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015.
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 2021.
FUTURE PLANS OF RENOVATION/EXPANSION
Bearing in mind the burgeoning demand for products and marketing strength of "THEBRAND FUBA' as well as the positive economy ahead the Company is gearing itself to meetfuture demand 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.
The shareholders of the Company at AGM held on September 27 2018 had appointed RajeshK Goel & Associates (FRN 025273N) as the Statutory Auditors of the Company for aninitial term of 5 years till the conclusion of 37th Annual General Meeting. However theCompanies Amendment Act 2013 has deleted the condition of rati_cation of statutoryauditors and accordingly they hold their office till the conclusion of Annual GeneralMeeting for the Financial Year 2022-23. The Auditors' Report is unmodified i.e. it doesnot contain any qualification reservation or adverse 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 Mr. Raghav Gujral Chartered Accountants Internal Auditorof the Company have tendered resignation with effect from 31st August 2020 todiscontinue its association with the Company as the Internal Auditor. Therefore theCompany approached Vimal Jain & Associates Chartered Accountant who gave theirconsent to be appointed as the Internal Auditor to fill the casual vacancy arose due toresignation of Mr Raghav Gujral Internal Auditor of the Company for the financial year2020-21.
The Company had obtained a written Consent from Vimal Jain & Associates CharteredAccountants to such appointment. Mr. Vimal Jain Chartered Accountants New Delhi carriedout the internal audit exercise and submitted their report. Vimal Jain & AssociatesChartered Accountant has carried out internal audit for Financial Year 2020-21.
[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--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 2021 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.
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 Composition of AuditCommittee comprises two (2) Independent Directors and one (1) Promoter Director and Mr.Chandar Vir Singh Juneja was Chairman of the Committee Ms. Richa Bansali and Mr. PramodKumar Gupta were the Members of the Audit Committee.
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 & RemunerationCommittee comprises two (2) Independent Directors and one (1) Promoter Director and Ms.Richa Bansali Independent Director of the Company became the Chairperson of the Committeeand Mr. Pramod Kumar Gupta and Mr. Chandar Vir Singh Juneja were the Members of theCommittee.
C] Stakeholder Relationship Committee
During the year under review the Stakeholder Relationship Committee comprises two (2)Independent Directors and one (1) Promoter Director which includes Mr. Parmod Kumar Guptaas the Chairman of the Committee and Mr. Chandar Vir Singh Juneja and Mrs. Richa Bhansalias the Members of the Committee number of meetings held during the year under reviewbrief terms of reference and other details have been provided in the Corporate GovernanceReport which forms part of this Annual Report.
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 Five 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 a accounting firm to establish compliance with the requirementsof Related Party Transactions. All Related Party Transactions entered during the year werein 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 linewith the applicable Accounting Standards that continue to apply under Section 133 andother applicable provisions if any of the Companies Act 2013 read with Rule 7 of theCompanies (Accounts) Rules 2014 and relevant provisions of the Companies Act 2013 tothe extent applicable. Your Company in preparing its financial statements makes judgmentsand estimates 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 tradee_uent 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 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).
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
| ||By Order of the Board |
| ||For BCC Fuba India Limited |
|(Chandar Vir Singh Juneja) ||(Abhinav Bhardwaj) |
|Chairperson ||Director |
|DIN-00050410 ||DIN-06785065 |