B.C. Power Controls Limited
Your Directors have the pleasure of presenting the Eleventh Annual Report of the Company on the business and operations of the Company together with Audited Statement of Accounts for the year ended March 31 2019.
The Company's performance during the financial year ended March 31 2019 as compared to the previous financial year is summarized as below:
(Amount in Rs.)
|Revenue from operations||4836900952||4964360472|
|Cost of Raw Material Consumed||1426265332||2265323724|
|Purchase of Stock in Trade||2998263617||2873069938|
|Change in Inventories||293983434||(352143377)|
|Employee Benefit Expenses||9766037||7850144|
|Profit Before Tax||34547233||74574775|
NATURE OF BUSINESS
The Company is engaged in manufacturing and trading activities. Company manufactures and trades ferrous and non ferrous items metal items which includes wires & cables.
There was no major change in the nature of the business of the Company during the year under review.
FINANCIAL PERFORMANCE REVIEW
Your company achieved an all time high performance both in turnover and its profits. During the year under review your Company's total revenue stood at Rs. 4836900952/- as at 31st March 2019 as compared to Rs. 4964360472/- as at 31st March 2018.
Your directors hoping the good business performance in the coming years.
Despite stiff competition from other countries international buyers show preference to your company's product for its quality and timely delivery and hence your Directors are confident of achieving better working results in the coming years.
RESERVES & SURPLUS
The Company's Reserve & Surplus in the year 2019 is Rs. 182186195/- as compared to the previous year it was Rs. 160162960/-.
No Profit transferred to any specific reserve created but transferred to general reserves.
The Board of Directors has not recommended any dividend on the Share Capital of the Company for the period ended 31st March 2019 considering the current cash flow position of the Company and future funds requirement for growth of business.
During the year under review your Company did not accept any deposits in terms of Section 73 of the Companies Act 2013 read with the Companies (Acceptance of Deposit) Rules 2014.
LISTING ON STOCK EXCHANGES
Your Company is listed in BSE Limited.
The Company has also permitted to trade by National Stock Exchange Limited vide its circular dated 16th August 2019.
CASH FLOW STATEMENT:
In conformity with the provisions of Regulation 34(2)(C) of SEBI( Listing Obligations and Disclosure Requirements) Regulations 2015 and requirements of Companies Act the Cash flow Statement for the year ended 31.03.2019 is forming a part of Annual Report.
MATERIAL CHANGES AND COMMITMENTS IF ANY AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT
The National Stock Exchange of India Limited vide its circular ref. no. 0693/2019 dated August 16 2019 has permitted to trade and admitted to dealing the Securities of Company on the Exchange with effect from August 19 2019.
Except as disclosed above and elsewhere in this report no material changes and commitments which could affect the Company's financial position have occurred between the end of the financial year of the Company and the date of this report.
PARTICULARS OF CONTRACTS OR ARRANGEMENT WITH RELATED PARTIES
All transactions of the Company with Related Parties are in the ordinary course of business and at arm's length. Information about the transactions with Related Parties is given in the Corporate Governance Report which forms a part of this Annual Report.
The Board of Directors of the Company has seek the approval of Shareholders in ensuing Annual General Meeting for material related party transactions with M/s Bonlon Industries Limited during the Financial Year 2019-20.
Form AOC - 2 pursuant to the provisions of Section 134 (3) (h) of the Companies Act 2013 read with Rule 8 (2) of the Companies (Accounts) Rules 2014 is given as Annexure- I to this Directors' Report.
PARTICULARS OF LOANS GUARANTEES INVESTMENTS UNDER SECTION 186
Particulars of loans guarantees and investments as on 31st March 2019 are given in the Notes to the financial statement.
DISCLOSURE RELATING TO EQUITY SHARES WITH DIFFERENTIAL RIGHTS
The Company has not issued any equity shares with differential rights during the year under review and hence no information as per provisions of Rule 4(4) of the Companies (Share Capital and Debenture) Rules 2014 has been furnished.
DISCLOSURE RELATING TO SWEAT EQUITY SHARE
The Company has not issued any sweat equity shares during the year under review and hence no information as per provisions of Rule 8(13) of the Companies (Share Capital and Debenture) Rules 2014 has been furnished.
DISCLOSURE RELATING TO EMPLOYEE STOCK OPTION SCHEME AND EMPLOYEE STOCK PURCHASE SCHEME
The Company has not issued any employee stock option scheme and employee stock purchase scheme and hence no information as provisions of Rule 12(9) of the Companies (Share Capital and Debenture) Rules 2014 and SEBI (Employee Share Based Employee Benefits) Regulations 2014 has been furnished.
DISCLOSURES IN RESPECT OF VOTING RIGHTS NOT DIRECTLY EXERCISED BY EMPLOYEES
There are no shares held by trustees for the benefit of employees therefore no disclosure under Rule 16(4) of the Companies (Share Capital and Debentures) Rules 2014 has been furnished.
MATTERS RELATED TO DIRECTORS AND KEY MANAGERIAL PERSONNEL DIRECTORS
As on 31st March 2019 your Board comprises of 05 Directors Including 01 Additional Director (Whole Time) and 03 Independent Director.
During the Financial Year 2018-19 Mr. Harshit Jain (DIN: 06450270) was appointed by the Board of Directors as Additional Director (Whole Time) in their Meeting held on 20th October 2018 and Mr. Rajat Jain (DIN: 00438444) as has resigned from the post of directorship with effect from 20th October 2018.
In terms of the provisions Section 152 of the Companies Act 2013 read with the Articles of Association of the Company Mr. Arun Kumar Jain Director of the Company is liable to retires by rotation at the ensuing 11th Annual General Meeting and being eligible offered him-self for reappointment.
Pursuant to the provisions of Section 149 of the Companies Act 2019 term of appointment of Mr. Surender Pal Singh Chauhan Mr. Anil Kumar Jain and Mrs. Himani Jain is going to expire on 10th September 2019. The Board of Directors has recommended to the shareholders to re-appoint all above three Independent Directors for a further term of Five year effective from 11th September 2019 to 10th September 2024 in ensuing Annual General Meeting. All of the above directors have given their consent for their re-appointment for a second term as Independent Directors.
DECLARATIONS BY INDEPENDENT DIRECTORS
Pursuant to the provisions of sub-section (7) of Section 149 of the Companies Act 2013 the Company has received individual declarations from all the Independent Directors confirming that they fulfill the criteria of independence as specified in Section 149(6) of the Companies Act 2013.
KEY MANAGERIAL PERSONNEL
In compliance with the requirements of Section 203 of the Companies Act 2013 Mr. Arun Kumar Jain Chairman and Managing Director; Mr. Manoj Jain Chief Financial Officer of the Company are the Key Managerial Personnel of the Company.
During the year Mr. Rajat Jain has resigned from the post of Chief Financial Officer with effect from 14th November 2018 and the Board has appointed Mr. Manoj Jain as Chief Financial Officer in their Meeting held on 14th November 2018.
Mr. Naveen Kumar Company Secretary and Compliance Officer of the Company has also resigned from the Company with effect from 11th May 2019.
POLICY ON DIRECTORS' APPOINTMENT AND POLICY ON REMUNERATION
Pursuant to Section 134(3)(e) and Section 178(3) of the Companies Act 2013 the Policy on appointment of Board members including criteria for determining qualifications positive attributes independence of a Director and the Policy on remuneration of Directors KMP and other employees is forming a part of Corporate Governance Report.
It is thereby affirmed that remuneration paid to the Directors Key Management Personnel and other employees is as per the Remuneration Policy of the Company.
NUMBER OF MEETINGS OF BOARD AND COMMITTEE OF BOARD OF DIRECTORS MEETINGS OF BOARD OF DIRECTORS
The Board of Directors met 06 times during the financial year ended March 31 2019 in accordance with the provisions of the Companies Act 2013 and rules made thereunder. Directors of the Company actively participated in the meetings and contributed valuable inputs on the matters brought before the Board of Directors from time to time.
Additionally during the financial year ended March 30 2019 the Independent Directors held a separate meeting in compliance with the requirements of Schedule IV of the Companies Act 2013.
The Audit Committee met 05 times during the financial year ended March 31 2019.
The nomination and remuneration committee met 04 times during the financial year ended March 31 2019. The Shareholders Grievances Committee met 05 times during the financial ended March 31 2019. The Corporate Social Responsibility Committee met 02 times during the financial ended March 31 2019. Members of the Committees discussed the matter placed and contributed valuable inputs on the matters brought before.
DIRECTOR'S RESPONSIBILITY STATEMENT
In terms of Section 134(5) of the Companies Act 2013 in relation to the audited financial statements of the Company for the year ended March 31 2019 the Board of Directors hereby confirms that:
1. In the preparation of the annual accounts the applicable accounting standards had been followed along with proper explanation relating to material departures;
2. The Directors had selected such accounting policies have been selected and applied consistently and the Directors made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as on March 31 2019 and of the profits of the Company for the year ended on that date;
3. The Directors had taken proper and sufficient care was taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;
4. The Directors has prepared annual accounts of the Company have been prepared on a going concern basis;
5. The Directors had laid down internal financial controls have been laid down to be followed by the Company and that such internal financial controls are adequate and were operating effectively;
6. The Directors had devised proper systems have been devised to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.
An Audit Committee is in existence in accordance with the provisions of Section 177 of the Companies Act 2013. Kindly refer to the section on Corporate Governance under the head `Audit Committee' for matters relating to constitution meetings and functions of the Committee.
NOMINATION AND REMUNERATION COMMITTEE
The Company has constituted a Nomination and Remuneration Committee and formulated the criteria for determining the qualification positive attributes and independence of a Director (the Criteria). The Nomination and Remuneration Committee has recommended to the Board a policy relating to the remuneration for Directors Key Managerial Personnel and other employees as required under Section 178 (1) of the Companies Act 2013.
Kindly refer section on Corporate Governance under the head `Nomination and Remuneration Committee' for matters relating to constitution meetings functions of the Committee and the remuneration policy formulated by this Committee.
PERFORMANCE EVALUATION OF THE BOARD ITS COMMITTEES AND INDIVIDUAL DIRECTORS
Pursuant to applicable provisions of the Companies Act 2013 and the Listing Agreement with Stock Exchanges the Board in consultation with its Nomination & Remuneration Committee has formulated a framework containing inter-alia the criteria for performance evaluation of the entire Board of the Company its Committees and Individual Directors including Independent Directors.
A structured questionnaire has been prepared covering various aspects of the functioning of the Board and its Committee such as adequacy of the constitution and composition of the Board and its Committees matters addressed in the Board and Committee meetings processes followed at the meeting Board's focus regulatory compliances and Corporate Governance etc.
Similarly for evaluation of Individual Director's performance the questionnaire covers various aspects like his/ her profile contribution in Board and Committee meetings execution and performance of specific duties obligations regulatory compliances and governance etc. Board members had submitted their response on a scale of 5 (excellent) - 1 (poor) for evaluating the entire Board respective Committees of which they are members and of their peer Board members including Chairman of the Board.
The Independent Directors had met separately without the presence of NonIndependent Directors and the members of management and discussed inter-alia the performance of non Independent Directors and Board as a whole and the performance of the Chairman of the Company after taking into consideration the views of executive and Non-Executive Directors.
The Nomination and Remuneration Committee has also carried out evaluation of every Director's performance.
The performance evaluation of all the Independent Directors have been done by the entire Board excluding the Director being evaluated. On the basis of performance evaluation done by the Board it shall be determined whether to extend or continue their term of appointment whenever the respective term expires.
The Directors expressed their satisfaction with the evaluation process.
CORPORATE SOCIAL RESPONSIBILITY COMMITTEE
As per the provisions of Section 135 of the Companies Act 2013 constitution of Corporate Social Responsibility (CSR) Committee and matters relating to it are applicable to Company from Current Financial Year 2018-19 as during the Financial Year 2017-18 the Company has earned the profit above 05 Crores.
Accordingly the Board has constituted a Corporate Social Responsibility Committee (CSR Committee) on 14th August 2018. The Committee has recommended to incur the CSR expenses through a registered society. The Committee has recommended the name of Sum Drishti Education Society.
Accordingly your Company has spent Rs. 650000/- in the Financial Year 2018-19.
The Annual Report on CSR Activities is attached as Annexure- II.
OTHER BOARD COMMITTEES
For details of other board committees viz. Shareholders/ Investors Grievance Committee kindly refer to the section on Corporate Governance.
VIGIL MECHANISM FOR THE DIRECTORS AND EMPLOYEES
The Company has established a vigil mechanism through a Whistle Blower Policy where Directors and employees can voice their genuine concerns or grievances about any unethical or unacceptable business practice. A whistle-blowing mechanism not only helps the Company in detection of fraud but is also used as a corporate governance tool leading to prevention and deterrence of misconduct.
It provides direct access to the employees of the Company to approach the Compliance Officer or the Chairman of the Audit Committee where necessary. The Company ensures that genuine Whistle Blowers are accorded complete protection from any kind of unfair treatment or victimization.
The Whistle Blower Policy is disclosed on the website of the Company at www.bcpowercontrols.com.
RISK MANAGEMENT POLICY
The Board of Directors of the Company has formulated a Risk Management Policy which aims at enhancing shareholders' value and providing an optimum risk reward thereof. The risk management approach is based on a clear understanding of the variety of risks that the organization faces disciplined risk monitoring and measurement and continuous risk assessment and mitigation measures.
INTERNAL FINANCIAL CONTROLS
The Company has in place adequate internal financial controls related to financial statement. During the year such controls were tested and no reportable material weaknesses were observed for inefficiency or inadequacy of such controls. Some of the controls are outlined below:
The Company has adopted accounting policies which are in line with the Accounting Standards and other applicable provisions of the Companies Act 2013;
Changes in polices if any are approved by the Audit Committee in consultation with the Auditors;
In preparing the financial statement judgment and estimates have been made based on sound policies. The basis of such judgments and estimates are approved by the Auditors and the Audit Committee;
PARTICULARS OF EMPLOYEES AND REMUNERATION
Your Directors appreciate the significant contribution made by the employees to the operations of your Company during the period.
The information required on particulars of employees as per Section 197(12) of the Companies Act 2013 and Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 is given in a separate Annexure- III to this Directors' Report.
As per the provisions contained in the proviso to Section 136(1) of the Companies Act 2013 the some of the aforesaid particulars are not being sent as a part of this Annual Report. Any Member interested in obtaining a copy of the same may write to the Company Secretary at the registered office of the Company.
OBLIGATION OF COMPANY UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITION AND REDRESSAH ACT 2013
In order to prevent sexual harassment of women at work place a new act The Sexual Harassment of Women at Workplace (Prevention Prohibition and Redressal) Act 2013 has been notified on 9th December 2013. Under the said Act every company is required to set up an Internal Complaints Committee to look into complaints relating to sexual harassment at work place of any women employee.
The Company has not received any complaint of harassment till date.
EXTRACT OF ANNUAL RETURN
The extract of Annual Return as on March 31 2019 in the prescribed Form No. MGT-9 pursuant to Section 92(3) of the Companies Act 2013 and Rule 12(1) of the Companies (Management and Administration) Rules 2014 is attached as Annexure- IV to this Report.
The Annual Return of the Company as required under Companies Act 2013 will be available on the website of the Company at the following link: http: / /bcpowercontrols.com/investors-corner/.
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO
The particulars as required under the provisions of Section 134(3) (m) of the Companies Act 2013 read with Rule 8 of the Companies (Accounts) Rules 2014 in respect of conservation of energy and technology absorption have not been furnished considering the nature of activities undertaken by the Company during the year under review.
Foreign Exchange Inflow : Rs. 400722547/-
Foreign Exchange Outflow : Rs: 400463025/-
A report on Corporate Governance and the certificate from the Secretarial Auditor regarding compliance with the conditions of Corporate Governance have been furnished in the Annual Report and form a part of the Annual Report.
MANAGEMENT AND DISCUSSION AND ANALYSIS REPORT
The Management Discussion and Analysis report has been separately furnished in the Annual Report and forms a part of the Annual Report.
M/s. Garg Bros & Associates Chartered Accountants the Statutory Auditors of the Company were appointed as Statutory Auditor of Company in Sixth Annual General Meeting held on 11.09.2014 for a period of 5year upto the conclusion of the Eleventh (11th) Annual General Meeting of the Company. Therefore the first term of M/s. Garg Bros & Associates as Statutory Auditors of the Company will be complete with conclusion of this Annual General Meeting.
Now pursuant to the section 139 of the Companies Act 2013 the Board of Directors of the Company has proposed to re-appoint M/s. Garg Bros & Associates as Statutory Auditors of the Company for a second term of 5 (five) consecutive years to hold the office from the conclusion of this Annual General Meeting until the conclusion of the Sixteenth Annual General Meeting of the Company to be held in the year 2024.
The Auditors' have confirmed their eligibility under Section 141(3)(g) of the Companies Act 2013 and the Rules framed there under for appointment as Auditors of the Company.
The Audit Report given by M/s Garg Bros & Associates for the Financial Year 2018-19 forming part of this Annual Report.
The Reports of Statutory Auditor do not contain any qualification reservation or adverse remarks. During the year the Statutory Auditors have not reported any matter under Section 143 (12) therefore no detail is required to be disclosed under the applicable provisions of the Act.
As required under provisions of Section 204 of the Companies Act 2013 the report in respect of the Secretarial Audit carried out by M/s Abhishek J & Associates Company Secretaries in Form MR-3 for the FY 2018-19 is attached as Annexure- V' which forms part of this Report.
The Auditor has issued its report with observations that The Company has not filed the board resolution for board meeting dated August 14 2018 approving the appointment of Secretarial Auditor and Internal Auditor under the Form MGT 14 with the Registrar of Companies.
There are certain charges reflected on the website of Ministry of Corporate Affairs as on March 31 2019. However the same are not shown under the Audited Financials of the Company for the Financial Year ending March 31 2019.
During the period of Audit the Company has done late filing of certain E-forms with ROC including MGT-14 (SRN-G94133915) SH-7 (SRN-G94126497) MGT-14 (SRN- H04636221) MGT-14 (SRN-H30207229) MGT-14 (SRN-H30206643) MGT-14 (SRN- H33894833) MR-1 (SRN-H36282184).
The Board of Directors has discussed the report of Secretarial Auditor in their Meeting and took note of the observations. The Board of Directors has explained that the Company has filed the Form MGT-14 for various resolutions passed in Meeting of Board dated 14.08.2018 but the resolutions for appointment of Secretarial Auditor and Internal Auditor were overlooked by mistake. Regarding the charges reflected on website of MCA Board explained that the Corporate Guarantee/ Loan against the said charges are already exhausted and the Company has applied to the Bank to issue No Objections Certificate for satisfaction of said charges. The Board further explained that due to the some technical issue some of the e-forms were filed with additional fee as allowed under Companies Act 2013 and Rules made there-under.
M/s Shyam Goel & Associates Chartered Accountants performed the duties of internal auditors of the Company during the F.Y. 2018-19 and their report was reviewed by the audit committee from time to time.
ACKNOWLEDGEMENTS AND APPRECIATION
Your Directors take this opportunity to thank the customers suppliers bankers business partners/associates financial institutions and various regulatory authorities for their consistent support/encouragement to the Company.
Your Directors would also like to thank the Members for reposing their confidence and faith in the Company and its Management.
|By Order of the Board of Directors|
|For B.C. Power Controls Limited|
|Date: August 30 2019|
|Place: New Delhi||(Arun Kumar Jain)|
|Chairman & Managing Director|