BCC Fuba India Ltd.
|BSE: 517246||Sector: Engineering|
|NSE: N.A.||ISIN Code: INE788D01016|
|BSE 00:00 | 20 Mar||8.70||
|NSE 05:30 | 01 Jan||BCC Fuba India Ltd|
BCC Fuba India Ltd. (BCCFUBAINDIA) - Director Report
Company director report
Your Directors have pleasure in presenting the 32nd Annual Report and theaudited Accounts of the Company for the financial year ended 31st March 2018.
The audited standalone financial results for the year ended March 31 2018 are asunder:
Company achieved revenue from operations of Rs. 150505938.56/- and EBIT of Rs.2369967.67/- in negative as against Rs. 100887412/- and Rs. 724710/- respectivelyin the previous year.
During the year under review the company has made net loss of Rs. 6284898.67/- (Previous year loss of Rs. 1160639/- from business).
Keeping in view of the financial health new promoters brought the capital in the mainstream of business by issue of Equity shares on preferential basis to selected group ofpromoters 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 2018 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 2018 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 is 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 thisreport.
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 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 asAnnexure-B.
As our Company incurred huge loss during the year under review and due to accumulatedlosses our Directors feels regret for their inability to declare dividend to the members.
The Extracts of the Annual Return as on 31st March 2018 of your company isattached in Annexure C.
[A] h and cash equivalent as at March 31 2018 stands at Rs.16646495.91/-. 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.295984.77/-.
The following appointments to the Board are proposed:
Appointment of Mrs. Mona Tayal:
Mrs. Mona Tayal was inducted as an Additional Director on the Board. As per theprovisions of Section 161 of the Companies Act 2013 she holds office only up to the dateof the Annual General Meeting of the Company. Approval of the Shareholders is being soughtfor her 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.
Mrs. Renu Bhagat Director of the Company tendered her resignation from the Board ofDirectors of the Company with effect from 22nd August 2017 in compliance withthe terms and condition mentioned in the SPA dated 3rd August
2016 entered between Acquirers and Promoter sellers and on completion of successfultakeover proceedings in term of Regulation 3(1) and 4 of SEBI (SAST) Regulation 2011. TheBoard placed on record her sincere appreciation for all the valuable guidance support andcontributions provided by Mrs. Renu Bhagat Director during her tenure as the Director ofthe Company.
Further Mr. Kapil Kumar Jain Managing Director of the Company has resigned witheffect from 13th December
2017 from the office due to some other professional commitments.
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 is stated on website of theCompany i.e. www.bccfuba.com
CHANGES IN KMP
Mrs. Suchitra Singh has been appointed as the Company Secretary and ComplianceOfficer of the company with effect from 14th September 2017 during the yearunder review in accordance with the provision of Section 203 of the Companies Act 2013and rules made thereunder to and SEBI(Listing Obligations and Disclosure Requirements)Regulations 2015.
Mr. Narendra Kumar Jain has been appointed as the Chief Financial Officer of theCompany with effect from 13th December 2017 in accordance with the provisionof Section 203 of the Companies Act 2013 and rules made thereunder to and SEBI(ListingObligations and Disclosure Requirements) Regulations 2015.
Mr. Amit Lohia has been appointed as the Chief Executive Officer of the Companywith effect from 13th December 2017 in accordance with the provision ofSection 203 of the Companies Act 2013 and rules made thereunder to and SEBI(ListingObligations and Disclosure Requirements) Regulations 2015.
During the year under review the Authorised Share Capital of your company has beenincreased from Rs. 65000000/- (Rupees Six Crores Fifty Lakhs Only) to Rs.200000000/-.(Rupees Twenty Crores Only) subsequent to the approval of Shareholders intheir 31st Annual General Meeting held on 27th September 2017 atthe registered office of the Company.
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 year under review On 24th January 2018 Your company hasallotted 9251000 equity shares of face value of Rs.10/- each at premium of Rs. 10/- pershare as fully paid-up to Promoter and Non-Promoter on preferential basis in accordancewith provisions of Section 42 of the Companies Act 2013 and Rules made thereunder andChapter VII of SEBI (Issue of Capital and Disclosure Requirements) Regulations 2009 andaccordingly got the approval of trading the same on the BSE vide BSE Approval Letter dated11th April 2018 The above issued Equity Shares ranking pari passu with theexisting equity shares of the Company.
UTILIZATION OF THE PROCEEDS FROM PREFERENTIAL ISSUE
During the financial year 2017-18 your Company had raised a sum of Rs. 182000000/-(Rupees Eighteen Crores Twenty Lakhs Only) through Preferential issue of shares. Theproceeds of the issue has been fully utilized according to the objects stated in the offerdocuments and in the explanatory statements to the notice of 31st AnnualGeneral Meeting and there has been no deviations in the use of proceeds otherwise thanstate above.
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.
RECLASSIFICATION OF PROMOTERS
Your Company's substantial control has been acquired by the Acquirers to the open offeri.e. Mr. Parmod Kumar Gupta Mr. Vishal Tayal Mr. Lokesh Tayal Mrs. Manju Bhardwaj andMr. Kuldip Bhardwaj made under Regulation 3(1) and 4 of SEBI(Substantial Acquisition andTakeover) Regulations 2011 vide Public Announcement dated 3rd August 2016Subsequently your Company's has made an application to BSE for the reclassification ofnew Promoters and declassification of old promoters under Regulation 31A of SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 and got the approval of the BSEvide letter dated 8th December 2017
Details of the New Promoter of your company post reclassification order are as follows:
The observations of the auditors are self-explanatory and therefore do not call forany further comments.
[A] STATUTORY AUDITORS
M/s. Jawahar Kalra & Co Statutory Auditor of the Company have tendered resignationwith effect from 29th August 2018 to discontinue its association with the Company as theStatutory Auditor. Therefore the Company approached M/s Rajesh K Goel & AssociatesChartered Accountants (FRN 025273N) who gave their consent to be appointed as theStatutory Auditor to fill the casual vacancy arose due to resignation of M/s. JawaharKalra & Co Statutory Auditor of the Company for the financial year 2018-19 subjectto the approval of the shareholder in this general meeting.
M/s Rajesh K Goel & Associates Chartered Accountants (FRN 025273N) be and ishereby recommended for the approval of shareholders as the Statutory Auditor of theCompany to hold the office from the conclusion of 32nd Annual General Meeting for asingle tenure of 5 (five) Financial years till the conclusion of 37th Annual GeneralMeeting.
As required under Section 139 of the Companies Act 2013 the Company has obtained awritten Consent from. M/s Rajesh K Goel & Associates Chartered Accountants (FRN025273N)to such appointment and also a certificate to the effect that their appointmentif made would be in accordance with Section139(1)of the Companies Act 2013 and the rulesmade thereunder as may be applicable.
[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 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 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.
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 2018 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.
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 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 Nine 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
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 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.
ENVIRONMENT & 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 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 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 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 B C C Fuba India Limited
(Chandervir Singh Juneja)
(Parmod Kumar Gupta)