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BCL Enterprises Ltd.

BSE: 539621 Sector: Financials
NSE: N.A. ISIN Code: INE368E01015
BSE 00:00 | 05 Jun 14.64 0.39
(2.74%)
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14.50

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14.65

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14.50

NSE 05:30 | 01 Jan BCL Enterprises Ltd
OPEN 14.50
PREVIOUS CLOSE 14.25
VOLUME 434
52-Week high 26.40
52-Week low 11.52
P/E
Mkt Cap.(Rs cr) 9
Buy Price 14.50
Buy Qty 1011.00
Sell Price 14.64
Sell Qty 75.00
OPEN 14.50
CLOSE 14.25
VOLUME 434
52-Week high 26.40
52-Week low 11.52
P/E
Mkt Cap.(Rs cr) 9
Buy Price 14.50
Buy Qty 1011.00
Sell Price 14.64
Sell Qty 75.00

BCL Enterprises Ltd. (BCLENTERPRISES) - Director Report

Company director report

To The Shareholders

The Board of Directors hereby presents its 34th Director's Report onbusiness and operations of the Company along with Standalone Audited Financial Statementsfor the Financial Year ended on 31st March 2019.

1. BACKGROUND

The Company is a Non Deposit Accepting Non-Banking Finance Company ("NBFC")holding a Certificate of Registration (14.01006) from the Reserve Bank of India("RBI").

2. STATE OF COMPANY'S AFFAIR

With the expected positive momentum in the Indian economy the Company is focused ongrowth and achieving profitability along with a renewed commitment to enhance quality andcustomer service and to reduce costs. Innovations investment and positive modificationsare expected in the near future boosting the Company's revenues. Together with forwardlooking strategy the Company is also focusing extensively on expanding the business andoperational improvements through various strategic projects for operational excellence andcost cutting initiatives.

3. FINANCIAL RESULTS

The Financial performance of the Company for the financial year ended 31stMarch 2019 is summarized below:-

(Rs. In Lakhs except EPS)
Particulars For the year Ended
31st March 2019 31st March 2018
Total Revenue (I) 91.82 638.87
Total Expenses (II) 62.47 609.53
Profit Before Exceptional Tax & Extraordinary Item 29.35 29.34
Tax Expenses:
- Current Tax 5.60 5.54
- Deferred Tax Liability(Net) 0 0
- Income Tax Earlier Year (0.51) 0
Profit After Tax 24.26 23.80
Earning Per Share (EPS) 0.41 0.40

4. OPERATIONAL PERFORMANCE

During the period the company earned total revenue of Rs. 91.82/- lakhs for the yearended 31st March 2019 as against Rs. 638.87/- lakhs for the year ended 31stMarch 2018. The Company earned a Profit of Rs. 24.26/- lakhs during the year ended 31stMarch 2019 as against profit of Rs. 23.80/- lakhs in previous year ended 31stMarch 2018.

5. DIVIDEND

The company is planning to expand and thereby would need funds to invest in futureprojects. Therefore the Company does not recommend any dividend but the directors arehopeful for better results in enduing future.

6. RESERVES AND SURPLUS

The Company has Rs. 42 95678.77/- in the reserve and surplus. Out of which theCompany has transferred a reserve of Rs. 4 80700/- as required under Section 45-IC ofRBI Act 1934 to the Statutory Reserve. Other than this the Company is not transferringany amount to reserve out the current year's surplus.

7. SHARE CAPITAL

During the year under review the share capital of the company remains unchanged andthe company has also not issued any equity shares with differential rights and sweatequity shares.

8. LISTING OF SECURITIES

The Company got its shares listed with Metropolitan Stock Exchange of India Ltd.(formerly known as MCX Stock Exchange Limited) w.e.f 5th January 2015 and alsogot its shares listed with BSE Ltd w.e.f 4thFebruary 2016.

The Annual listing fees for the year 2018-19 have been paid to the Stock Exchanges.

9. DETAILS OF SUBSIDIARIES ASSOCIATES AND JOINT VENTURE COMPANIES

During the year under review the no Company has become the Subsidiary of the Company.

During the year under review the following Company has been ceased to be Subsidiary ofthe Company:

S. No. Name of the Company Relationship
1 Quad Infratech Limited Subsidiary

Note: All the shares are held as stock in trade for the subsequent disposal in thenear future. Consolidation of the subsidiaries has not been done pursuant to Para 11 of AS21 issued by ICAI.

The disclosures of particulars with respect to information related to performance andfinancial position of the Associate Companies/Subsidiary or Subsidiaries/Joint Venture isgiven herewith AOC-1 as Annexure-I.

Further no Company has become/ceased to be a joint venture or associates during thefinancial year 2018-19.

10. BRANCHES OF THE COMPANY

During the period under review the Company does not have any branch office.

11. DEPOSITS FROM PUBLIC

The Company has not accepted any deposits from public and as such no amount on accountof principal or interest on deposits from public was payable or outstanding as on 31stMarch 2019.

The Company has neither accepted nor renewed any deposits falling under chapter V ofCompanies Act 2013.

12. PARTICULARS OF CONTRACT OR ARRANGEMENT WITH RELATED PARTIES U/S 188(1)

The particulars of every contract or arrangements entered into by the Company if anywith related parties referred to in sub-section (1) of section 188 of the Companies Act2013 including certain arm's length transactions under third proviso thereto are disclosedin Form AOC -2 as Annexure II.

13. DETAILS OF DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP) APPOINTED / RESIGNED DURINGTHE YEAR

During the period under review Ms. Surbhi Kapoor has been appointed on the Post ofCompany Secretary & Compliance Officer of the Company w.e.f. 28thday of December 2018.

During the period under review there is no change in the positions of directors of theCompany.

LIST OF DIRECTORS AS ON 31ST MARCH 2019:

S. No. Name Designation
1. Mahendra Kumar Sharda Managing Director
2. Umesh Kumar Non-Executive & Independent Director
3. Jeevan Singh Rana Non-Executive & Independent Director
4. Sangita Non- Executive Director

LIST OF KEY MANAGERIAL PERSONNEL (KMP) AS ON 31ST MARCH 2019:

S. No. Name Designation
1. Mahendra Kumar Sharda Managing Director
2. Kishore Kargeti Chief Financial Officer
3. Surbhi Kapoor Company Secretary

14. MEETINGS HELD DURING THE F.Y. 2018-2019

The Agenda and Notice of the Meetings were circulated well in advance to the respectiveDirectors. During the year under review 7 (Seven) Board Meetings 4 (Four) AuditCommittee Meetings 1(One) Nomination & Remuneration Committee 4 (Four) Shareholder'sGrievance Committee Meetings 1 (One) Internal Complaints Committee Meetings and 1 (One)Independent Directors Meeting were convened and held. The intervening gap between theMeetings was within the period prescribed under the Companies Act 2013 i.e. the maximuminterval between any two meetings did not exceed 120 days.

No. of Meetings Attended by Directors during the Year ended 31st March 2019
Name of Director (s) Board Meeting( s) Audit Committ ee Nomination & Remunerati on Committee Shareholde r's Grievance Committee Independ ent Directors' Meeting Intern al Compl aints Commi ttee
M.K. Sharda 7 N.A. N.A. 4 N.A. N.A.
Jeevan Singh Rana 7 4 1 4 1 1
Umesh Kumar 7 4 1 4 1 1
Sangita 7 4 1 N.A. N.A. 1

15. COMPOSITION OF COMMITTEES OF THE BOARD AS ON 31ST MARCH 2019:

a) AUDIT COMMITTEE:

In compliance with the provisions of Section 177 of the Companies Act 2013 theprimary objective of the audit committee is to monitor and provide an effectivesupervision of the Management's financial reporting process to ensure accurately andtimely disclosures with the highest levels of transparency integrity and quality offinancial reporting. The composition of Audit Committee of the Company is as following:

S. No. Name of Member Designation Category
1. Jeevan Singh Rana Chairman Non- Executive & Independent Director
2. Sangita Member Non- Executive Director
3. Umesh Kumar Member Non- Executive & Independent Director

The Board has accepted all the recommendations proposed by audit committee during theFinancial Year.

b) NOMINATION AND REMUNERATION COMMITTEE:

In compliance with provisions of 178(1) of the Companies Act 2013 the purpose of thecommittee is to screen and review individuals qualified to serve as executive directorsnon-executive directors and independent directors and to review their remunerationconsistent with criteria approved by the Board and to recommend for approval by theBoard of the Board. The composition of Nomination and Remuneration Committee of theCompany is as following:

S. No. Name of Member Designation Category
1. Umesh Kumar Chairman Non- Executive & Independent Director
2. Jeevan Singh Rana Member Non- Executive & Independent Director
3. Sangita Member Non- Executive Director

c) SHAREHOLDER'S GRIEVANCE COMMITTEE:

In compliance with provisions of 178(5) of the Companies Act 2013 the purpose of thecommittee is to assist the Board and the Company in maintaining healthy relationships withall stakeholders. The composition of

Shareholder's Relationship Committee of the Company is as following:

S. No. Name of Member Designation Category
1. Umesh Kumar Chairman Non- Executive & Independent Director
2. Mahendra Kumar Sharda Member Managing Director
3. Jeevan Singh Rana Member Non -Executive& Independent Director

d) INTERNAL COMPLAINTS COMMITTEE :

The Board of Directors has constituted Internal Complaint Committee pursuant to SexualHarassment of Women at Workplace (Prevention Prohibition and Redressal) Act 2013 for thepurpose of adhering the Complaints of employees regarding Sexual Harassment.

S. No. Name of Member Designation Category
1. Sangita Chairman Non- Executive Director
2. Umesh Kumar Chairman Non- Executive & Independent Director
3. Jeevan Singh Rana Member Non Executive & Independent Director

16. DECLARATION BY INDEPENDENT DIRECTOR

The Independent Directors have submitted their declarations of independence asrequired pursuant to provisions of section 149(7) of the Act stating that they meet thecriteria of independence as provided in subsection (6) and Regulation 25 of ListingRegulations.

17. FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTOR

In terms of regulation 25(7) of the SEBI (Listing Obligations and DisclosureRequirements) Regulation 2015 the Company familiarizes the Directors about their roleand responsibility at the time of their appointment through a formal letter ofappointment. All new independent directors inducted into the Board attend an orientationprogram. Presentations are regularly made at the meetings of the Board and its variousCommittees on the relevant subjects. The details of programs for familiarization ofIndependent Directors can be accessed on the Company's website.

18. DIRECTOR'S RESPONSIBILITY STATEMENT

Pursuant to the provisions of Section 134(5) of the Companies Act 2013 the Directorshereby confirm that:

1.) in the preparation of annual accounts for the financial year ended 31stMarch 2019 the applicable accounting standards have been followed along with properexplanation relating to material departures;

2.) 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 Companies as at 31st March 2019 andof the loss of the Company for the period ended on that date;

3.) 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;

4.) the Directors have prepared the annual accounts on a going concern basis;

5.) the Directors have laid down proper internal financial controls to be followed bythe company and such internal financial control and adequate and were operatingeffectively ; and

6.) the Directors had devised proper system to ensure compliance with the provisions ofall applicable laws and such systems are adequate and operating effectively.

19. DETAILS OF FRAUD REPORTED BY AUDITOR

In terms of sub clause 3 (c)(a) of Section 134 of Companies Act 2013 there haveneither been frauds reported by the Auditors under sub section (12) of section 143 otherthan which are reportable to Central Government.

20. CORPORATE GOVERNANCE REPORT

As per Regulation 15 of the SEBI (Listing Regulations and Disclosure ObligationsRequirements) Regulations 2015 the provisions of Chapter IV of the said ListingRegulations 2015 the Compliance with the corporate governance provisions as specified inRegulations 17[17A] 18 19 20 21 22 23 24 24A 25 26 27 and clauses (b) to (i)of sub- regulation (2) of Regulation 46 and para C D and E of Schedule V shall not bemandatory for the time being in respect of the following class of companies:

A. The listed entity having Paid up Equity Share Capital not exceeding Rs.10 Crore andNet Worth not exceeding Rs.25 Crore as on the last day of the previous financial year;

B. The Listed Entity which has listed its specified securities on the SME Exchange.

Since the Company is neither listed exclusively on the SME Exchange nor its paid-upshare capital and net-worth exceeds the prescribed threshold limits therefore Regulations17 to 27 and Regulation 46 are not applicable on the Company.

21. BOARD EVALUATION

In pursuance to applicable Sections of Companies Act 2013 and the SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 the Board in consultation withits Nomination and Remuneration Committee has formulated a framework and criteria toevaluate the performance of the entire Board of the Company its Committee and IndividualDirector including Independent Directors.

The Nomination and Remuneration Committee has carried out the evaluation of everyDirector's performance (including Independent Directors).

The Independent Directors have met separately without presence of any Non-IndependentDirectors and member of management to discuss the performance of Non-Independent Directorsand Board as a whole.

22. SECRETARIAL AUDIT

As required under Section 204 (1) of the Companies Act 2013 read with Rule 9 of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 the Companyhas appointed M/s. GA & Associates Company Secretaries LLP to conduct the SecretarialAudit for the financial year 2018-19. The Secretarial Audit Report received from them formpart of Annual Report as Annexure III.

23. SECRETARIAL AUDITORS' REPORT

The Secretarial Auditor remarks are self-explanatory and do not require anyclarification from the Board except the following:

Remark 1: The Company has appointed Company Secretary in accordance with theprovision of Section 203 of Companies Act 2013 along with Rule 8 of Companies(Appointment and Remuneration) Rules 2014 w.e.f 28.12.2018. The Company has receivednotice dated February 12 2019 from Bombay Stock Exchange Limited (BSE) for levy of finefor not appointing the qualified Company Secretary as Compliance Officer for the quarterended December 2018 pursuant to vide SEBI Circular No. SEBI/HO/CFD/CMD/CIR/P/2018/77 datedMay 03 2018 the directions as per the letter were duly complied by the Company.

Board Clarification: The Company was looking for right candidate for the post ofCompany Secretary as Compliance Officer of the Company hence appointment for the samedesignation has been delayed beyond the period of 6 months as prescribed under the act.Thereafter the Company has appointed Ms. Surbhi Kapoor as its Company Secretary &Compliance Officer w.e.f December 28 2018 as per the provisions of Section 203 ofCompanies Act 2013 read with Rule 8 of Companies (Appointment & Remuneration) Rules201. The Board has taken the cognizance of the BSE Letter dated February 12 2019 inrespect of levying of fine amounting to Rs. 88000 plus taxes dated 12thFebruary 2019 and deposited the requisite sum with the exchange. The Board assures thatthe Company will comply with all the rules and provisions of the Companies Act 2013 andSEBI in future.

Remark 2: Pursuant to SEBI Circular No-SEBI/HO/MIRSD/DOP1/CIR/P/2018/73 dated April20 2018 wherein Issuer Companies through their RTA shall take special efforts to collectcopy of PAN and bank account details of all securities holders holding securities inphysical form while collecting the details RTAs shall ensure that they send a letterunder registered/ speed post seeking PAN and bank details (a copy of the Pan card andoriginal cancelled cheque leaf/ attested bank passbook showing the name of account holder)within 90 days of the circular and two reminder thereof after the gap of 30 days. All the3 letters will have 21 days' notice period to provide the details.

With respect to the same the Company through their RTA has not sent the letters to theshareholders under registered/ speed post seeking their Pan and Bank details within 90days of this circular and resultantly no such two reminders were given.

As informed by the Company it has received PAN details of some of its shareholders ason date.

Board Clarification: During the period under review the Company was able toreceive the PAN details of some of the shareholders and it will take further initiative toget the PAN of rest of the shareholders.

Remark 3: As per RBI Circular No. DNBR (PD).CC. No. 019/03.10.01/2014-15 datedFebruary 6 2015 all NBFCs being credit institutions are directed to become member ofall four Credit Information Companies (CIC) as in existence at present. The Company hasnot attained membership with any of the CIC during the period under review.

Board Clarification: The Board assures that the Company will comply with all theprovisions of the Non Banking Financial Companies Prudential Norms in due course.

Remark 4: As per RBI Circular BI/2014-15/ 246 DNBS (PD).CC.No.03/03.02.02/2015-16dated 26.11.2015 NBFC has to submit Details of Assets and Liabilities within 60 days fromthe end of financial year i.e. by 30th May. The Company has submitted form NBS-9 on28.09.2018.

Board Clarification: The Board assures that the Company will comply with all theprovisions of the Non Banking Financial Companies Prudential Norms within the prescribedtimelines.

24. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE COMPANIESACT 2013.

Pursuant to Section 186(11) of the Companies Act 2013 disclosure under Section 134(3)(g) of the Companies Act 2013 is not applicable on the Company.

25. EXTRACT OF ANNUAL RETURN

The details forming part of the extract of Annual Return in form MGT-9 as requiredunder Section 134(3) of the Companies Act 2013 is included in this report as AnnexureIV and is also available on the company's website viz.http://www.bclenterpriseslts.in/

26. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

There were no significant and material orders passed by the regulators or courts ortribunals impacting the going concern status and Company's operations in future.

27. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY

There have been no material changes and commitments affecting the financial position ofthe company which have occurred between the end of the financial year of the Company towhich the financial statements relate and till the date of this annual report.

28. CHANGE IN THE NATURE OF BUSINESS

There has been no change in nature of business during the financial year under review.

29. SECRETARIAL STANDARDS OF ICSI

Your Company is in compliance with all the applicable Secretarial Standards asspecified by the Institute of Company Secretaries of India.

30. STATUTORY AUDITORS

Pursuant to the provisions of Section 139 of the Act and the rules framed there underM/s. Krishan Rakesh & Co. [FRN NO. 009088N] Chartered Accountants were appointed asstatutory auditors of the Company from the conclusion of the annual general meeting (AGM)of the Company held on September 30 2015 till the conclusion of next sixth Annual GeneralMeeting.

31. STATUTORY AUDITORS' REPORT

The observation made by the Auditors are self explanatory and do not require anyfurther clarifications. The Statutory Auditors have not reported any incident of fraud tothe Audit Committee of the Company in the year under review.

32. PARTICULARS OF EMPLOYEES

The information as per Section 197 read with Rule 5 of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 is as under:

(i). The ratio of remuneration of each director to the median remuneration of theemployees of the employees of the Company for the financial year 2018-19:

S. No. Directors Ratio to median remuneration
1 Mr. Mahendra Kumar Sharda NIL
2 Mr. Umesh Kumar NIL
3 Mr. Jeevan Singh Rana NIL
4 Mrs. Sangita NIL

(ii). There has been 25% increase in the remuneration of any Chief FinancialOfficer in the financial year 2018-19 (iii). There has been an increase of 48.68%in the median remuneration of employees in the financial year 2018-19. (iv). The totalnumber of permanent employees on the rolls of the Company during the financial year was 06.

(v). There has been 2.11% increase in the average salaries of employees. Thesame cannot be compared with the percentile increase in the managerial remuneration sinceno remuneration is being paid to managerial personnel. The total remuneration paid toemployees for the Financial Year 2018-19 is Rs. 1417900.00/- as compared to Rs.1620000/- in the Financial Year 2018-19.

(vi). The Company affirms that remuneration given is as per the remuneration policy ofthe Company.

The information as per Section 197 read with Rule 5 of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 is attached herewith as Annexure V.

However as per the provisions of Section 136 of the Act the Report and Accounts arebeing sent to all the members excluding the information on particulars of employees whichis available for inspection by the members at the Registered Office of the Company duringbusiness hours on working days of the Company up to the date of the ensuing Annual GeneralMeeting.

33. DISCLOSURE UNDER RULE 5 (2) & (3) OF THE COMPANIES (APPOINTMENT ANDREMUNERATION) RULES 2014

No Directors/employees of the Company was in receipt of amount exceeding a salary ofRs. 850000/- per month or more when employed for a part of the financial year and Rs.10200000/- per annum or more when employed for whole of the year under the provisionof Rule 5 (2) & (3) of The Companies(Appointment And Remuneration) Rules 2014 asamended from time to time.

34. HUMAN RESOURCES

The Company recognizes people as its most valuable asset and it has built an opentransparent and meritocratic culture to nature this asset. The company has kept a sharpfocus on Employee Engagement. The Company's Human Resources is commensurate with the sizenature and operation of the Company. It looks at the employee's entire life cycle toensure timely interventions and help build a long-lasting and fruitful career.

35. CORPORATE POLICY

We seek to promote and follow the highest level of ethical standards in our businesstransactions. The SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015mandated the formulation of certain policies for all listed companies. All the policiesare available on the website of the Company viz. http://www.bclenterprisesltd.in/

The Policies are reviewed periodically by the Board and updated on the basis of needand new Compliance.

The Key Policies are as follows:

Name of the Policy Brief Description
Vigil Mechanism/Whistle Blower Policy This policy has been established with a view to provide a tool to Directors and Employees of the Company to report to Management genuine concerns including unethical behavior actual or suspected fraud or violation of the code or the policy.
The Policy also provides for adequate safeguards against victimization of Director(s)/Employee(s) who avail of the mechanism and also provides for direct access to the chairman of the Audit Committee in exceptional cases.
Remuneration Policy The Board has on the recommendation of Nomination and Remuneration Committee framed and adopted a policy for selection and appointment of Directors Key Managerial Personnel Senior Management and their remuneration.
Policy for determining materiality of event or Information The Objective of this policy is to outline the guidelines to be followed by the Company for consistent transparent and timely public disclosures of material information events/information and to ensure that such information is adequately disseminated to the stock Exchange(s) where the securities of the Company are listed in pursuance with the Regulations and to provide an overall governance framework for such determination of materiality.
Policy of Preservation of Records This policy sets the Standards for classifying managing and storing the records of the Company. The Purpose of this policy is to establish framework for effective records Management and the process for Subsequent archival of such records.
KYC and AML Policies This policy is made to prevent criminal elements from using Company for money laundering activities and to enable the Company to know/ understand its customers and their financial dealings better which in turn would help the Company to manage risks prudently.
Terms And Conditions for Appointment of Independent Director This has prescribed the code of conduct terms and conditions of appointment of the Independent Directors which are subject to the extant provisions of the applicable laws including the Companies Act 2013 ("2013 Act")and Clause 49 of the Listing Agreement (as amended from time to time).
Fair Practice Code This Code prescribes the guidelines to cover the general principles on adequate disclosures on the terms and conditions of a loan and adopting a non-coercive recovery method.
Policy For Determining Material Subsidiaries The Board has adopted a policy for determining material subsidiaries.
Insider Trading Prohibition Code Pursuant To SEBI(PIT) Regulations 2015 This Code has been formulated to regulate monitor and report trading by the Designated Persons to comply with the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations 2015 as amended from time to time. The Code is prescribed to ensure that the Designated Persons do not trade in the Securities of the Company when in possession of UPSI and to prevent any speculative dealings knowingly or unknowingly by the Designated Persons. The Policy was amended in line with SEBI (Prohibition of Insider Trading) (Amendment) Regulations 2018 incorporating "legitimate purpose" in connection with sharing of UPSI.

 

Policy On Related Party Transaction(S) In compliance with the Listing Regulations the Company has the policy for transactions with Related Parties (RPT Policy). During the year the Company has revised its Policy on dealing with Materiality of Related Party Transactions in accordance with the amendments to the applicable provisions of the Listing Regulations. The RPT Policy is available on the Company website.
Policy On Familiarization of Independent Directors This policy has been formulated to familiarize the independent directors with the Company the functions of the Company and specify their roles rights responsibilities in the Company nature of the industry in which the Company operates business model of the Company etc. through various Programs.
Policy on orderly succession for appointments to the Board and Senior Management In Compliance with the provisions of Regulation 17(4) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 this policy has been formulated to ensure the orderly identification and selection of new Directors or Senior Management in the event of any vacancy whether such vacancy exists by reason of an anticipated retirement an unanticipated departure the expansion of the size of the Company or otherwise.

36. REPORT UNDER THE PREVENTION OF SEXUAL HARASSMENT ACT 2013

The Board confirms that no complaints/ cases has been filed / pending with the Companyunder the Prevention of Sexual Harassment of Women at Workplace (Prevention Prohibitionand Redressal) Act 2013 during the financial year 2018-19. Further an Internal ComplaintsCommittee has been set up to redress complaints if any received regarding sexualharassment. All employees (permanent contractual temporary trainees) are covered underthis policy.

37. DISCLOSURE ABOUT COST AUDIT

As per the Cost Audit Orders Cost Audit is not applicable to the Company's for the FY2018-19.

38. CORPORATE SOCIAL RESPONSIBILITY (CSR)

The disclosure as per Rule 9 of the Companies (Corporate Social Responsibility Policy)Rules 2014 is not applicable as Company is not covered under the criteria mentioned inSection 135(1) of the Companies Act 2013.

39. EMPLOYEE STOCK OPTIONS DETAILS

During the year under review the Company has no Employee's Stock Options schemes.

40. MANAGEMENT DISCUSSIONS AND ANALYSIS

The Management Discussion and Analysis forms part of this Annual Report for the yearended 31st March 2019 and is annexed as Annexure- VI of this AnnualReport for the reference of the stakeholders.

41. INTERNAL AUDIT & CONTROL

The Company's internal control system is designed to ensure operational efficiencyprotection and conservation of resources accuracy and promptness in financial reportingand compliance with laws and regulations. The internal control system is supported by aninternal audit process for reviewing the adequacy and efficacy of the Company's internalcontrols including its systems and processes and compliance with regulations andprocedures.

Further pursuant to Section 138 of the Companies Act 2013 and the Companies(Accounts) Rules 2014 M/s Ghanshyam Gupta & Co. Chartered Accountant is theInternal auditor of the Company who is performing all the duties as required to perform bythe Internal auditor under the Companies Act 2013.

42. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND

OUTGO

In view of the nature of the activities carried out by the Company Section 134(3)(m)of the Companies Act 2013 read with Companies (Accounts) Rules 2014 relating toconservation of energy and technology absorption are not applicable to the Company.During the year under review the Company had no earnings and expenditure in foreignexchange.

43. ACKNOWLEDGEMENT AND APPRECIATION

Yours Directors would like to express their grateful appreciation for assistance andcooperation received from the Banks Government Authorities Customers Vendors andMembers during the year under review. Your Directors also wish to place on record theirdeep sense of appreciation for the committed services of the Executives staff and workersof the Company at all levels.

By the order of the Board
For BCL Enterprises Limited
Sd/- Sd/-
Jeevan Singh Rana Mahendra Kumar Sharda
(Director) (Managing Director)
DIN: 07017869 DIN: 053042
Address: 510 Arunachal Building 19 Address: 510 Arunachal Building 19
Barakhamba Road New Delhi-1100042. Barakhamba Road New Delhi-1100042.
Date: 05.09.2019
Place: New Delhi