Your Directors have pleasure in presenting the 31 st Annual Report and the auditedAccounts of the Company for the financial year ended 31st March 2017.
The audited standalone financial results for the years ended March 31 2017 are asunder:
|Particulars ||2016-17 ||2015-16 |
|1. Revenue from operations ||90292413 ||76146487 |
|2. Profit/(Loss) before Interest & Depreciation ||767820 ||(6102754) |
|3. Interest ||(552453) ||249315 |
|4. Profit/(Loss) after Interest & before Depreciation ||215367 ||(6352069) |
|5. Depreciation ||(1332895) ||1044257 |
|6. Net Profit/(Loss) ||(1117528) ||(7396326) |
As our Company incurred huge loss during the year under review and due to accumulatedlosses our Directors regret for their inability to declare dividend to the members.
Company achieved revenue from operations of Rs. 90292413 and EBIT of Rs.767820 as against Rs. 76146487 and Rs. 6102754 in Negative respectivelyin the previous year.
During the year under review the company has made net loss of Rs. 1117528 (Previous year loss of Rs. 7396326) from business.
Company has been facing severe stress due tofferosion of capital and continuousoperation below the Break-even point. Non availability of working capital is the majorbottleneck in the progress of the company. Keeping in view of the financial health newpromoters proposed to bring the capital in the main stream of business by issue of Equityshares on preferential basis to select group of promoters and public.
Your directors wish to state that the Company is taking all necessary steps to protectfurther erosion. The management believes that the business loss is a temporary phenomenonand is working towards the revival of the Company. Improved financial performanceincrease in turnover and reduction in consumption of raw material predicts better futureof the company
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 2017 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 a airs of the Company at the end of the financial year as on 31st March 2017 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;
As per SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 it ismandatory for Board to monitor and evaluate the overall performance of its directorsindividually and also of directors constituting part of its committees. Also Schedule IVprescribes formulation of the evaluation program for Independent Directors by the entireBoard are given as an Annexure-A to this report.
CONSERVATION OF ENERGY & TECHNOLOGY ABSORPTION
Your company is doing is best e orts 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-B to this report.
PARTICULARS OF EMPLOYEES
In terms of the provisions of Section 197(12) of the Companies Act 2013 read with Rule5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 astatement showing the remuneration and other details is being annexed to this report as Annexure-C.
EXTRACT OF ANNUAL RETURN
The details forming part of the extract of the Annual Return in form MGT 9 is annexedherewith as Annexure D.
The Cash and cash equivalent as at March 31 2017 stands at Rs.179559/-. The Companycontinues to focus on judicious management of its working capital receivablesinventories and other working capital parameters were kept under strict check throughcontinuous monitoring.
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 e orts made by the company. It was therefore decided towrite off the total outstanding debt of Rs.636081/-.
The following appointments to the Board are proposed:
Approval of the shareholders is being sought for the appointment of Mr. Kapil KumarJain as Director (executive) of the Company who retire by rotation at the ensuing AnnualGeneral Meeting of the Company and being eligible to offer himself for re-appointment inaccordance with the provisions of the Companies Act and Articles of Association of theCompany. Your Board recommends his re- appointment as his continuous presence on theboard is of immense importance to the company.
Appointment of Mr. Lokesh Tayal:
Mr. Lokesh Tayal 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 the Annual General Meeting of the Company. Approval of the Shareholders is being soughtfor his appointment as Director (Non Executive) 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. Vishal Tayal:
Mr. Vishal Tayal 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 the Annual General Meeting of the Company. Approval of the Shareholders is being soughtfor his appointment as Director (Non Executive) 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. Parmod Kumar Gupta:
Mr. Parmod Kumar 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 the Annual General Meeting of the Company. Approval of the Shareholders is being soughtfor his appointment as Director (Non Executive) 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 Independent Directors
In terms of Sections 149 152 Schedule IV and other applicable provisions if any ofthe Companies Act 2013 read with Companies (Appointment and Qualification of Directors)Rules 2014 the Independent Directors can hold office for a term of up to five (5)consecutive years on the Board of Directors of your Company and are not liable to retireby rotation. Accordingly Mrs. Richa Bhansali and Mr. Chandervir Singh Juneja wereappointed as Additional and Independent Director of your Company up to 5 ( ve) consecutiveyears.
Appropriate resolutions for the appointment/re-appointment of Directors are beingplaced before you for your approval at the ensuing Annual General Meeting. The briefresume of the aforesaid Directors and other information have been detailed in the Notice.Your Directors recommend their appointment/reappointment as Directors of your Company.
Mr. Veenu Pasricha and Mr. Arul Nathan Harris Directors of the Company tendered theirresignation from the Board of Directors of the Company on 10 th January 2017 incompliance with the terms and condition mentioned in the SPA dated 3 rd August 2016entered between Acquirers and Promoter sellers and on completion of successful takeoverproceedings in term of Regulation 3(1) and 4 of SEBI (SAST) Regulation 2011. The Boardplaced on record their sincere appreciation for all the valuable guidance support andcontributions provided by Mr. Veenu Pasricha and Mr. Arul Nathan Harris during theirtenure as the Directors 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 underSection 149 (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 forms part of this AnnualReport as Annexure-A.
CHANGES IN KMP
Mrs. Ashita Jain Company Secretary and compliance officer of the company had resignedduring the year. The company is in the process to appoint another suitable person asCompany Secretary and compliance officer
During the year under review the share capital of your company remained unchanged.
However Board of Directors in their meeting held on 22 nd August 2017 accorded theirconsent subject to approval of Shareholders in their Annual General Meeting to increasethe Authorised Share capital from Rs.65000000/- to Rs. 200000000/-.
Appropriate resolutions for increase in the Authorised Share capital are being placedbefore you for your approval at the ensuing Annual General Meeting.
The Company has not issued any shares with differential rights and hence no informationas per provisions of Section 43(a)(ii) of the Act read with Rule 4(4) of the Companies(Share Capital and Debenture) Rules 2014 is furnished.
During the current scal company subject to approval of shareholders and concernedRegulatory authority the company proposed to allot 10000000 No. of equity shares ofRs.10/- each as fully paid up to promoter and public on preferential basis in accordancewith provisions of SEBI (Issue of Capital and Disclosure Requirements) Regulations 2009.The above said Equity Shares shall rank pari passu with the existing equity shares of theCompany.
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 has proposal to renovate the plant and to maximumutilization of manufacturing capacity of the plant.
The observations of the auditors are self-explanatory and therefore do not call forany further comments.
[A] STATUTORY AUDITORS
Pursuant to the provisions of 139 of the Companies Act 2013 Appointment of M/s.Jawahar Kalra & Co. Chartered Accountants New Delhi (ICAI RegistrationNo.FRN004008N) who was appointed as an Statutory Auditors of the Company for the periodof five financial year commencing from the Annual General meeting held for the financialYear 2014-15 till the conclusion of Annual General Meeting for the Financial Year2019-2020 be and is hereby proposed to rati ed by the members at ensuing Annual GeneralMeeting.
As required under Section 139 of the Companies Act 2013 the Company has obtained awritten Consent from M/s. Jawahar Kalra & Co. Chartered Accountants New Delhi (ICAIRegistration No.FRN:004008N) to such appointment and also a certificate to the effectthat their appointment if made would be in accordance with Section 139(1) of theCompanies Act 2013 and the rules made there under as may be applicable.
Hence the Approval of Member is sought to ratify the appointment of M/s. Jawahar Kalra& Co. Chartered Accountants New Delhi (ICAI Registration No.FRN004008N) as anStatutory Auditor of the Company for the Financial Year 2017-18.
[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 & Managing Director.
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 M/s S. Malhotra & Co. Chartered Accountants NewDelhi carried out the internal audit exercise and submitted their report.
[C] SECRETARIAL AUDITORS
The secretarial audit report confirms that the Company has complies with all therelevant provisions of the Companies Act 2013 SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 and other necessary compliances under variousActs in so far as applicable to the Company. The report does not contain anyqualifications reservation or adverse remark.
The secretarial audit report forms part of this report and attached as Annexure-E.
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) Regulations 2015 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 2017 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 Board has carriedout an annual performance evaluation of its own performance the directors individually aswell as the evaluation of the working of its Audit Nomination & Remuneration andother Committees. The manner in which the evaluation has been carried out has beenexplained in the Corporate Governance 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 in Annexure-A.
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 in 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 Six Board Meetings one Independent Director Meeting four 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
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 reputed accounting rm 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.
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 upto 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 noti ed on 9 th December 2013. Under the said Act our company hasconstituted an Internal Complaints Committee to look into complaints relating to sexualharassment at work place of any women employee. During the year under review the ICC hasnot received or disposed any complaint relating to sexual harassment at work place of anywomen 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 programme that provide focused people attentionare currently underway. Your Company thrust is on promoting of talent internally throughjob rotation 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 Patiala andState Bank of India for their valuable assistance. Yours Directors also wish to place onrecord their deep sense of appreciation for services of the executives sta and workers ofthe company for smooth operations of the Company.
| ||By Order of the Board |
| ||For BCC Fuba India Limited |
|S d/- ||Sd/- |
|(Chandervir Singh Juneja) ||(Kapil Kumar Jain) |
|Chairperson ||Managing Director |
|DIN-00050410 ||DIN- 01737305 |
COMPANY'S POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION:
Remuneration to KMPs and Company's employees is decided after considering the followingfactors: (i) Restrictions specified in various Acts like Companies Act Income Tax. etc.;(ii) Market trend for remuneration paid for similar positions; (iii) Performance of theperson in the Company; and (iv) Profits of the company.
The Board has on the recommendation of the Nomination & Remuneration Committeeframed a policy for selection and appointment of Directors Senior Management and theirremuneration including criteria for determining qualifications positive attributesindependence of a Director and other matters provided under sub- section (3) of section178 of Companies Act 2013 relating to the remuneration for the Directors key managerialpersonnel and other employees. As required by the rule 5 of Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 the prescribed details are annexed to
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
|1 Electricity ||Current year ||Previous year |
|a Purchased || || |
|Units ||1357991 ||1380230 |
|Total Amount (Rs. In Lacs) ||87.51 ||85.44 |
|-Rate per unit (Rs.) ||6.29 ||6.34 |
|b Own Generation || || |
|i Through Diesel generator || || |
|-units ||13169 ||13203 |
|-units per Lt. of Diesel oil ||3.28 ||3.40 |
|-Cost per unit (Rs.) ||16.11 ||13.56 |
|ii Through steam turbine/generator ||NIL ||NIL |
|2 Coal ||NIL ||NIL |
|3 Furnace Oil ||NIL ||NIL |
|4 Others Internal Generation ||NIL ||NIL |
|Product || ||Printed Circuit Boards |
|Electricity Consumed ||64.80 ||77.28 |
|Per sq. mtr. ||414.00 ||495.28 |
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.
TECHNOLOGYABSORPTION ADAPTATION AND INNOVATION
Fuba Hans Kolbe & Co.) the technical The technology imported from M/s Fuba PrintedCircuits GMBH (Formerly and we are able to the without any collaborator of your Companyhas been fully absorbed manufacture products The company has developed capacity tomanufacture the multilayer boards and foreign technical assistance.double-sidedboardswithSMTpads.
FOREIGN EXCHANGE EARNINGS AND OUTGO:
|A. ||2016-17 (Rs. In lacs) ||2015-16 (Rs. In lacs) |
|FOREIGN EXCHANGE || || |
|USED || || |
|Travelling Expenses ||0 ||0 |
|Raw materials/ chemicals/ stores and spares etc. imported ||327.67 ||116.99 |
|Others (P&M) ||44.17 ||0 |
|FOREIGN EXCHANGE ||0 ||0 |
|EARNED || || |
1 (i) The information required pursuant to Section 197 read with Rule 5 (1) (i) of TheCompanies (Appointment and Remuneration) 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:
|Name of the Director/KMP ||Designation ||Remuneration (Rs. In Lacs) ||% increase in remuneration from previous year ||Ratio (Remuneration of Director to Median Remuneration) |
|Mr. Kapil Kumar Jain ||Managing Director ||275000 ||N.A. ||2.24:1 |
|Mrs. Ashita Jain ||Company Secretary ||220000 ||N.A. ||1.79:1 |
Note: For this purpose sitting fees paid to the Directors have not been considered asremuneration.
Remuneration of Employee based on annualized salary
The median remuneration of employees of the Company during the financial yearwas Rs. 122580/-
In the financial year there was increase in the median remuneration ofemployees;
There were 58 Permanent employees on the rolls of the Company as on March 312017;
Relationship between average increase in remuneration and Company performance:-The following 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 2016-17 Key Managerial Personnel were paid 0.55 % ofturnover respectively of the Company.
2 (i) Employed throughout the year and were in receipt of remuneration at the rate ofnot less than Rs.60 Lac per annum.
(ii) Employment for a part of the financial year and separated were in receipt ofremuneration at the rate of not less than Rs. 5 Lac per month.- Nil