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BCL Industries Ltd.

BSE: 524332 Sector: Industrials
NSE: N.A. ISIN Code: INE412G01016
BSE 10:57 | 01 Jun 38.50 0.45
(1.18%)
OPEN

37.20

HIGH

39.70

LOW

37.20

NSE 05:30 | 01 Jan BCL Industries Ltd
OPEN 37.20
PREVIOUS CLOSE 38.05
VOLUME 6119
52-Week high 100.00
52-Week low 27.70
P/E 2.49
Mkt Cap.(Rs cr) 74
Buy Price 38.50
Buy Qty 200.00
Sell Price 39.00
Sell Qty 50.00
OPEN 37.20
CLOSE 38.05
VOLUME 6119
52-Week high 100.00
52-Week low 27.70
P/E 2.49
Mkt Cap.(Rs cr) 74
Buy Price 38.50
Buy Qty 200.00
Sell Price 39.00
Sell Qty 50.00

BCL Industries Ltd. (BCLINDUSTRIES) - Director Report

Company director report

To

The Members

BCL INDUSTRIES LIMITED

(Formerly Known as BCL Industries & Infrastructures Limited)

Your Directors have pleasure in presenting their 43rd Annual Report along with theStandalone and Consolidated Audited Financial Statements of your Company for the yearended 31st March 2019. The summarized consolidated and standalone financial performanceof your Company is as follows:

(र In Lakhs)

Particulars

Standalone

Consolidated

Current year Previous year Current year Previous year
2018-19 2017-18 2018-19 2017-18
Revenue from operations 89613.40 85078.65 89613.40 85078.65
Other Income 754.91 676.86 755.53 677.05
Total Income 90368.31 85755.51 90368.93 85755.70
Profit before Depreciation Finance Cost and Tax Expense 8131.10 5363.19 8123.24 5356.26
Less: Depreciation 1079.58 1052.88 1085.29 1055.27
Less: Finance Cost 1860.29 2079.19 1862.18 2126.14
Profit before Tax 5191.23 2231.12 5175.77 2174.85
Less: Current Tax 900.00 350.00 900.00 350.00
Add/(Less): Deferred Tax (148.13) (41.37) (148.13) (41.37)
Less: Prior period items --- --- --- ---
Profit for the year 4143.10 1839.75 4127.64 1783.48
Other Comprehensive Income/(Loss) 88.51 (32.62) 88.51 (32.62)
Total Comprehensive Income 4231.61 1807.13 4216.15 1750.86
Earnings Per Share (of र 10/- each) :
Basic 24.17 12.78 24.07 12.26
Diluted 24.08 10.31 23.99 9.90

PERFORMANCE REVIEW

During the year under review the total Revenue of the Company was र 90368.31Lakhs as against र 85755.51 Lakhs in the previous year showing an increase of 5.38%.The Company has earned a Net Profit after tax of र 4143.10 Lakhs as against र1839.75 Lakhs in the previous year showing a massive increase of 125.20% over theprevious year. Earnings Per Share of the Company for the current year 2018-19 has beenalmost double to र 24.17 as against र 12.78 per share (Basic) in the previousyear. The Company has achieved highest ever turnover and profits since inception. Yourdirectors have made all their efforts to maintain healthy financial results of the companyand they achieved success in maintaining the same which is apparent from the financialresults of the company. Your directors are committed to keep this trend in future also.

CONSOLIDATED FINANCIAL STATEMENTS

As per Regulation 33 of the SEBI ("Listing Obligations and DisclosureRequirements) Regulations 2015 and applicable provisions of the Companies Act 2013 readwith the Rules issued there under the Consolidated Financial Statements of the Companyfor the Financial year 2018-19 have been prepared in compliance with the applicableAccounting Standards Ind- AS and on the basis of Audited Financial Statements of theCompany and its Subsidiary as approved by the respective Board of Directors. TheConsolidated Financial Statements together with Auditors Report from part of the AnnualReport.

SHARE CAPITAL/CHANGES IN CAPITAL STRUCTURE

During the year under review the issued and paid up Equity Share Capital of theCompany increased from र 157060000/- divided into 15706000 Equity Shares ofर 10/- each to र 174330000 divided into 17433000 fully paid Equity Sharesof र 10/- each on account of allotment of 1727000 Equity Shares to persons ofPromoter Group on account of conversion of 1727000 warrants already issued onpreferential basis. During the year under review except for conversion of warrants intoequity shares the Company has neither issued any shares with differential voting rightsor granted stock options or issued sweat equity or purchased its own shares nor thecompany has made any Public/ Rights/Bonus/ buy back of Equity Shares of the Company.

Further after the close of financial year 2018-19 the Company has further allotted1717000 equity shares to persons of Promoter Group on account of conversion of 1717000warrants already issued on preferential basis. As a result as on date the paid up equityshare capital of the Company stand increased to 1 191500000/- divided into 19150000equity shares of 1 10/- each. The said warrants carried an option / entitlement tosubscribe to equivalent number of Equity Shares of 1 10/- each at a future date notexceeding 18 (eighteen) months from the date of issue of such warrants at a price of 175/- which includes a premium of 1 65/- per share determined in accordance with SEBI(Issue of Capital & Disclosure Requirements) Regulations 2009. As on date all thesaid warrants so issued stand converted into Equity Shares of the Company. The proceeds ofthe issue of the warrants and equity shares allotted on conversion of warrants have beenfully utilized by the Company for the objects stated in the Explanatory Statement to theNotice of Annual General Meeting held on 23rd September 2017. Further there is nodeviation or variation in the utilization of the proceeds raised through the Company'sPreferential issue of Equity shares.

DIRECTORS AND KMPs

(i) Appointments

There were no new/additional appointments to Board of Directors during the financialyear 2018-19. Mr. Varinder Kumar Nayyar Independent Director was re-appointed for asecond term of two consecutive years w.e.f. 01st April 2019 subject to the approval ofMembers of the Company at 43rd Annual General Meeting.

(ii) Retirement by rotation

In accordance with the provisions of the Companies Act 2013 and Articles ofAssociation of the Company Sh. Rajinder Mittal Managing Director and Sh. Sat NarainGoyal Whole-time Director of the Company retire by rotation at the ensuing AnnualGeneral Meeting and being eligible offer themselves for re-appointment.

(iii) Resignations/ Removal of Directors

None of the Directors resigned from the Board of Directors of the Company during theyear 2018-19. Further in accordance with the provisions of Section 169 of the CompaniesAct 2013 and other applicable provisions

(iv) Declarations by Independent Directors

Pursuant to sub section (6) of Section 149 of the Companies Act 2013 and Reg 16(1) (b)of the SEBI (Listing Obligations and Disclosure Requirement) Regulations 2015 theIndependent Directors of the Company have given declaration to the Company that theyqualify the criteria of independence as required under the Act and the regulations.

(v) Board Meetings

The Board meets at regular intervals to discuss and decide on Company's businessoperations policies and strategy apart from other Board businesses. During the year 6(Six) Board Meetings and र (Five) Audit Committee Meetings were convened and held.The details are given in the Corporate Governance Report. The intervening gap between thetwo Meetings was within the period prescribed under the Companies Act 2013.

Pursuant to the circular relating to the "enforcement of SEBI Order regardingappointment of directors by listed companies" dated June 20 2018 none of thedirector of the Company is debarred from holding the office of director pursuant to anySEBI order.

(vi) Board Evaluation

The Board has carried out an annual evaluation of its own performance the Directorsand also Committees of the Board based on the guideline formulated by the Nomination &Remuneration Committee. Board composition quality and timely flow of informationfrequency of meetings and level of participation in discussions were some of theparameters considered during the evaluation process. The details of the familiarizationprogramme adopted by the Company for the orientation and training of the Directors and theBoard evaluation process for Directors undertaken in compliance with the provisions of theCompanies Act 2013 and SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 forms part of the Corporate Governance Report of this Annual Report.

Further a Separate Meeting of the Independent Directors of the Company was held onceduring the year on 14.11.2018 which also reviewed the performance of the Non-executivedirectors Chairman of the Company and performance of the Board as a whole. The details ofthe programme for familiarization of the Independent Directors of your Company areavailable on the Company's website at web link:http://www.bcl.ind.in/wp-content/uploads/2018/07/familiarization- program-2018-19.pdf

(vii) Nomination & Remuneration Policy

The Board has on the recommendation of the Nomination & Remuneration Committeealready framed a Policy for selection appointment and remuneration of Directors and KeyManagerial Personnel. The policy on Director's appointment and remuneration includingcriteria for determining qualifications positive attributes independence of Directorand also remuneration for key managerial personnel and other employees forms part of theCorporate Governance Report of this Annual Report.

(viii) Key Managerial Personnel

During the year 2018-19 the Company had five Key Managerial Personnel viz. Mr.Rajinder Mittal Managing Director Mr. Sat Narain Goyal Whole time Director Mr. SubhashMittal CEO Mr. Gulab Singh CFO and Mr. Gurinder Singh Makkar Company Secretary.

In compliance with Regulation 36(3) of SEBI (Listing Obligations and DisclosureRequirement) Regulations 2015 brief resume of all the Directors proposed to be appointed/ re-appointed are attached along with the Notice to the ensuing AnnualGeneralMeeting. TheRemuneration paid to the KMPs is given in Form MGT-9 and Corporate Governance Reportsection of the Annual Report.

CHANGES IN MANAGERIAL PERSONNEL

During Financial Year 2018-19 Mr. Rajinder Mittal was re- designated to the positionof Non-Executive Director liable to retire by rotation on 02nd August 2018. He wasappointed as Managing Director of the Company for a period of three years w.e.f. 13thAugust 2018 pursuant to the approval of Members of the Company given at the 42nd AnnualGeneral Meeting.

Further Mr. Sat Narain Goyal was also re-designated to the position of Non-ExecutiveDirector liable to retire by rotation on 02nd August 2018. He was appointed as WholeTime Director of the Company for a period of three years w.e.f. 13th August 2018 pursuantto the approval of Members of the Company given at the 42nd Annual General Meeting.

Mr. Gulab Singh was appointed as CFO and Mr. Gurinder Singh as Company Secretary andCompliance Officer of the Company w.e.f 11th April 2018.

CHANGE IN THE NAME OF THE COMPANY

There was no change in the name of the Company during the Financial Year 2018-19.

SUBSIDIARY COMPANY

The Company has a Subsidiary Company viz. M/s Svaksha Distillery Limited. The Companyholds 51% Equity Shares in the subsidiary as on 31st March 2019.

A separate statement containing the salient features of Financial Statements of theSubsidiary of the company in the prescribed form AOC-1 given at Annexure- G forms a partof this report and consolidated Financial Statements in accordance with Section 129 (3)and other applicable provisions if any of the Companies Act 2013 read with Rule रof the Companies (Accounts) Rules 2014 . The said form also highlights the FinancialPerformance of the subsidiary Company included in the Consolidated Financial Statementspursuant to Rule 8(1) of the Companies (Accounts) Rules 2014.

In accordance with Section 136 of the Companies Act 2013 the Financial Statements ofthe Subsidiary Company shall be kept open for inspection by the members at the Registeredoffice of the Company during Business hours on all days except Saturdays Sundays andpublic holidays up to the date of the Annual General Meeting ('AGM') and shall also beavailable on the website of the Company. Any member desirous of obtaining a copy of thesaid financial statements may write at registered office of the company. The AuditedFinancialStatements including Consolidated Financial Statements and all other documentsrequired to be attached to this report have been uploaded on the website of the companywww.bcl.ind.in . The company has also formulated a policy for determining materialsubsidiary. The said policy is also available on the website of the Company and the weblink of the same is http:// www.bcl.ind.in/pdf/policies-mechanisms-2018/determining-materialpolicy- 2017-2018.pdf

DIVIDEND

Keeping in view the continued good performance future fund requirements of the Companyand policy of the Company for rewarding Members your directors are pleased to recommend adividend of र 1.20/- per equity share of Face Value of र 10/- each on 6931173Equity Shares (excluding the Equity Share upon which the Promoters/Members have waived/forgone his/their right to receive the dividend by him/them for Financial Year 2018-19)for the financial year 2018-19. The dividend if approved by the members of the Company inthe AGM shall be subject to Dividend Distribution Tax to be paid by your Company but willbe tax-free in the hands of the Members. Members belonging to the promoter group of yourCompany have waived their right to receive dividend for the Financial Year 2018-19 andhence the Dividend if any approved by the Members at the ensuing Annual General Meetingshall be only upon 6931173 Equity Shares. Subject to the provisions of Companies Act2013 dividend as recommended by the Board of Directors if declared at the Meeting willbe paid within 30 days of the declaration of same.

TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND

In terms of the provisions of Investor Education and Protection Fund (AccountingAudit Transfer and Refund) Rules 2016 /Investor Education and Protection Fund (Awarenessand Protection of Investors) Rules 2001 there are no amounts requiring transfer toInvestor Education and Protection Fund during the year 2018-19 Dividends that remainunclaimed / unpaid for a period of seven (7) years from the date on which they weredeclared are required to be transferred to the Investor Education and Protection Fund.

TRANSFER TO RESERVES

The Company does not propose to transfer any amount to reserves

PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS

The details of loans guarantees and investments covered under Section 186 of theCompanies Act 2013 and details of loans from Banks/FIs/ Directors are provided inFinancial Statements and Notes thereto. During the Financial Year 2018-19 the Company hasthrough Postal Ballot Process approved to give loans to any person or to other bodycorporate and / or to give any guarantee or to provide security in connection with a loangiven to any person or other body corporate including any overseas subsidiary and / or toacquire by way of subscription purchase or otherwise the securities of any other bodycorporate including any overseas subsidiary or joint venture entity to the extentpermitted under applicable laws up to an aggregate amount not exceeding र 500 Crores(Rupees Five Hundred Crores Only).

DEPOSITS

The Company has not invited accepted or renewed any deposits during the Financial Year2018-19. The details of deposits accepted/ renewed/ repaid during the year under revieware furnished hereunder:

Sr. No. Particulars र In Lakhs
a Accepted during the year -
b Remained unpaid or unclaimed as at the end of the year -
c Whether there has been any default in repayment of deposits or payment of interest thereon during the year and if so number of such cases and the total amount involved
(i) at the beginning of the year; -
(ii) maximum during the year; -
(iii) at the end of the year -
d The details of deposits which are not in compliance with the requirements of Chapter V of the Companies Act 2013
e Amount of deposits repaid during the year 16.63
f Balance of deposits outstanding at the end of the year 58.39

CHANGE IN THE NATURE OF BUSINESS

There is no change in the nature of the business of the Company. Your company tends torun the same business activities till date.

MATERIAL CHANGES BETWEEN THE DATE OF THE BOARD REPORT AND END OF FINANCIAL YEAR

There have been no material changes and commitments if any affecting the financialposition of the Company which have occurred between the end of the financial year of theCompany to which the financial statements relate and the date of the report.

RESOLUTION AND MATTERS APPROVED THROUGH POSTAL BALLOT DURING FINANCIAL YEAR

The Members of the Company have given their approval vide Resolutions passed on 25thJuly 2018 in response to the Notice of Postal Ballot dated 30th May 2018 to thefollowing:

1. Increase in authorised share capital of the Company:

2. Adoption of new set of Memorandum of Association (MOA) of the Company:

3. Adoption of new set of Articles of Association (AOA) of the Company:

4. Raising of further capital/funds by Issue of Equity Shares/Securities throughQualified Institutions Placement:

Further the members had vide Resolutions passed on 19th March 2019 in response toNotice of Postal Ballot dated 08th February given their approval to following:

1. To give loan(s) or to give guarantee(s) or to provide security(ies) or to makeinvestment(s) up to 1 500 Crores

2. To advance any loan including any loan represented by book debt or give anyguarantee or provide any security in connection with any loans / debentures / bonds etc.raised by subsidiary company(ies) / body corporate(s) in whom any of the director of thecompany is interested up to 1 500 Crores.

3. Borrowing powers of the company

4. Authorisation to Board under section 180(1)(a)

5. Raising of further capital/funds by issue of securities through qualifiedinstitutions placement on a private placement basis to the Qualified Institutional Buyers("QIBS")

ANNUAL RETURN

The Extract of Annual Return as required under section 92(3) of the Companies Act 2013read with Rule 12 of the Companies (Management and Administration) Rules 2014 in FormMGT-9 is appended as an ANNEXURE- E to this Report.

CORPORATE GOVERNANCE REPORT

The report on Corporate Governance as stipulated under the SEBI (Listing Obligationsand Disclosure Requirements) Regulations 2015 forms an integral part of this Report. Therequisite certificate from the Statutory Auditors of the Company confirming compliancewith the conditions of corporate governance is attached to the report on CorporateGovernance.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report as given in the Annual Report forms part ofthis Report.

COMMITTEES OF THE BOARD

The Board Committees play a crucial role in the governance structure of the Company andhave been constituted to deal with the specific areas / activities which concern theCompany and need a closer review.

The Board Committees are set up under formal approval of the Board to carry out clearlydefined roles which are considered to be performed by members of the Board as a part ofgood governance practice. The Board supervises the execution of its responsibilities bythe Committees and is responsible for their action. The minutes of the meetings of allCommittees are placed before the Board for review. The Board has currently the followingStatutory Committees:

(a) Audit Committee

(b) Nomination and Remuneration Committee

(c) Stakeholder Relationship Committee

(d) Corporate Social Responsibility Committee

DISSOLVING OF THE RISK MANAGEMENT COMMITTEE

As our company is not among top 100 listed companies determined on the basis of marketcapitalization as stipulated under SEBI (Listing Obligation and Disclosure Requirement)Regulation 2015 it is not mandatory for the Company to maintain such Committee. Soduring the financial year 2018-19 the Board of Directors at its meeting held on 30th May2018 had dissolved Risk Management Committee on the basis of aforesaid grounds.

RELATED PARTY TRANSACTIONS

All transactions entered with Related Parties for the year under review were on arm'slength basis and in the ordinary course of business and that the provisions of Section 188of the Companies Act 2013 and the Rules made there under are not attracted. A disclosurein Form AOC-2 in terms of Section 134 of the Companies Act 2013 though not required isgiven at Annexure- C forming part of this Report. All related party transactions areplaced before the Audit Committee of the Board of Directors for its approval. Prioromnibus approval of the Audit Committee of the Board of Directors is obtained for thetransactions which are of foreseen and repetitive nature. A statement giving details ofall related party transactions entered pursuant to the omnibus approval so granted isplaced before the Audit Committee of the Board of Directors for their review on aquarterly basis. The policy on Materiality of and dealing with Related Party transactionsas approved by the Board is uploaded on the Company's website i.e. www.bcl.ind.in .

Further the Members of the Company vide Special Resolution passed at the 42nd AnnualGeneral Meeting of the Company held on 26th September 2018 had given approval to materialrelated party transactions up to a maximum amount of 1 450 Crores in aggregate with eachsuch party for a total period of 3 financial years beginning financial year 2017-18subject to the condition that in a single financial year transactions up to 1 200 Croreswith each such party can be made and that such transactions with each said party shall notexceed 1 200 Crores in any single financial year .

VIGIL MECHANISM / WHISTLE BLOWER POLICY

Pursuant to Section 177(9) of the Companies Act 2013 and applicable provisions of SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015 the Company hasformulated a VigilMechanism for directors and employees to report genuine concerns havebeen established.

The Vigil Mechanism Policy has been uploaded on the website of the Company atwww.bcl.ind.in .

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The information relating to conservation of energy technology absorption and foreignexchange earnings & outgo as required under Section 134(3) (m) of the Companies Act2013 read with Rule 8(3) of the Companies (Accounts) Rules 2014 is given at Annexure- Bforming part of this Report.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

There are no significant and material orders passed by the Regulators/ Courts whichwould impact the going concern status of the Company and its future operations.

STATUTORY AUDITORS

M/s AMRG & Associates Chartered Accountants New Delhi (FRN: 004453N) wereappointed as the Statutory Auditors of the Company to hold office from the conclusion of42nd Annual General Meeting up to the conclusion of 47th Annual General Meeting.

There are no qualifications or reservation or remarks made by the Auditors in theirReport.

SECRETARIAL AUDIT

Pursuant to the provisions of Section 204 of the Companies Act 2013 and the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Company hadappointed M/s S. Parnami & Associates Company Secretaries a firm of CompanySecretaries in Practice to undertake the Secretarial Audit of the Company. SecretarialAudit Report as per Section 204 of Companies Act 2013 is placed as Annexure- A to thisreport. No adverse comments have been made in the said report by the Practicing CompanySecretary.

COST AUDITORS

The Board of Directors has on the recommendation of Audit Committee approved theappointment of M/s Khushwinder Kumar & Co. Cost Accountants Jalandhar (FirmRegistration No. 100123) as the Cost Auditors of the Company for the year 2019-20 at aremuneration of R 50000/- plus taxes and out of pocket expenses. The proposedremuneration of the Cost Auditors would be approved by the members in the ensuing AGM. Forthe year 2018-19 the Cost Audit report shall be duly filed within prescribed time.

APPLICABILITY AND MAINTENANCE OF COST RECORDS

In terms of Companies (Accounts) Amendment Rules 2018 a Disclosure is hereby madethat maintenance of cost records as specified by the Central Government under sub-section(1) of section 148 of the Companies Act 2013 is required by the Company and accordinglysuch accounts and records are made and maintained.

AUDITORS' REPORT

The Auditors' Report is self-explanatory and do not callfor further comments as thereare no adverse remarks in the Auditors' Report.

APPOINTMENT OF SECRETARIAL AUDITOR AND INTERNAL AUDITOR

The Company has in accordance with the applicable provisions of the Companies Act2013 appointed M/s S.Parnami & Associates Practicing Company Secretaries (C.P. No.11181) Bathinda as the Secretarial Auditors. During the year under review M/s KamalParshotam Jain & Co. Chartered Accountants (Membership No. 97577 Firm RegistrationNo. 016659N) had resigned from the Internal Auditors and in their place M/s Mohan &Mohan Chartered accountants (FRN 002612N) Bathinda were appointed as the InternalAuditors of the Company. Further after close of Financial year 2018-19 M/s Mohan &Mohan Chartered accountants (FRN 002612N) Bathinda have been re-appointed as InternalAuditors for Financial Year 2019-20.

LISTING OF SECURITIES

Presently the securities of the Company are listed only at BSE Ltd. (BSE). The Companyhas paid the listing fees to the BSE up to the financial year 2019-20. During the yearunder review the Company has allotted 1727000 equity shares to persons of PromoterGroup on conversion of 1727000 warrants already issued on preferential basis. Furtherafter the close of Financial Year 2018-19 the Company has allotted 1717000 EquityShares on conversion of balance warrants. The Company has applied for listing approval andlisting approval in respect of said shares is pending with BSE.

INDUSTRIAL RELATIONS

The industrial relations remained very cordial and responsive during the year underreview.

DISCLOSURE OF COMPLAINTS OF SEXUAL HARRASMENT CHILD LABOUR ETC.

The Company's Policy on Prevention of Sexual Harassment at workplace is in line withthe requirements of the Sexual Harassment of Women at Workplace (Prevention Prohibitionand Redressal) Act 2013 (Prevention of Sexual Harassment of Women at Workplace Act) andRules framed there under. Internal Complaints Committees have also been set up to redresscomplaints received regarding sexual harassment.

The Company is committed to providing a safe and conducive work environment to all ofits employees and associates. The following is a summary of sexual harassment complaintsreceived and disposed off during the year 2018-19:

Sr. No. Category No. of complaints during financial year 2018-19 No. of complaints pending as at end of year 2018-19
1 Child labour / forced labour / involuntary labour The Company does not hire Child Labour Forced Labour or involuntary Labour (No Case Reported) Not Applicable
2 Sexual Harassment No reported case Not Applicable
3 Discriminatory Employment No reported case Not Applicable

STATEMENT AS TO INTERNAL COMPLAINTS COMMITTEE

In terms of Companies (Accounts) Amendment Rules 2018 it is hereby stated that theCompany has complied with provisions relating to the constitution of Internal ComplaintsCommittee under the Sexual Harassment of Women at Workplace (Prevention Prohibition andRedressal) Act 2013.

STATEMENT ON COMPLIANCE WITH APPLICABLE SECRETARIAL STANDARDS

It is hereby stated that the Company has duly complied with applicable SecretarialStandards for the year 2018-19.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

As per requirement of Section 135 of the Companies Act 2013 read with Schedule VII ofthe said Act and further read with Companies (Corporate Social Responsibility) Rules2014 the Company has a duly constituted "Corporate SocialResponsibilityCommittee" consisting of following persons as Members/ Chairman:

Sr. No. Name Of The Director Designation
1 Mr. Ramesh Chander Nayyar (Independent Director) Chairman
2 Mr. Sat Narain Goyal (Whole Time Director/ Executive Director) Member
3 Mr. Varinder Kumar Nayar (Independent Director) Member
4 Mrs. Meenu Mittal (Independent Women Director) Member

During the year the Company had identified certain projects/activities on which theCSR expenditure for the financial year 2018-19 was made. The activities included promotingof education and healthcare etc. Details about the CSR policy and initiatives taken by theCompany during the year are available on your company's website www.bcl.ind.in . TheReport on CSR activities is given in Annexure- D forming part of this Report.

The Company has spent more than the CSR expenditure required to be made on CSRActivities under Section 135 of the Companies Act 2013 read with relevant Rules thereto.The Company is endeavoured to ensure full utilization of the allocated CSR budget.

GRATUITY

The provision for gratuity has been made as provided under the Payment of Gratuity Acton the basis of Actuarial Valuation.

PARTICULARS OF THE EMPLOYEES

The provisions of Rule 5(2) & 5(3) of the Companies (Appointment & Remunerationof Managerial Personnel) Rules 2014 requiring particulars of the employees in receipt ofremuneration in excess of R 8.5 lakhs per month or R 1.02 Crores per year to be disclosedin the Report of Board of Directors are not applicable to the Company as none of theemployees was in receipt of remuneration in excess of the these specified amounts. So thisinformation is NIL.

The information and other details required under Section 197(12) of the Companies Act2013 read with Rule र of the Companies (Appointment & Remuneration of ManagerialPersonnel) Rules 2014 is given in the Statement annexed herewith at Annexure- F formingpart of this Report.

RISK MANAGEMENT

The Company believes that managing risks helps in maximizing returns. A risk managementframework have been developed and implemented by the company for identification ofelements of risk if any which in opinion of board may threaten the existence of thecompany. It aims to identify commodity prices Price fluctuation of raw material andfinished goods Credit Risks inflation Strategic Risks etc. The effectiveness of riskmanagement framework and system is periodically reviewed by Board of Directors of thecompany. However in the opinion of Board none of the above-mentioned risks threaten theexistence of the Company.

INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has designed and implemented a process driven framework for InternalFinancial Controls. For the year ended on March 31 2019 the Board is of the opinion thatthe Company has sound Internal Financial Controls commensurate with the size scale andcomplexity of its business operations. During the year such controls were tested and nomaterial weakness in their operating effectiveness was observed. The Company has a processin place to continuously monitor the same and identify gaps if any and implement newand/ or improved controls whenever the effect of such gaps would have a material effect onthe Company's operations.

CAUTIONARY STATEMENT

Statements in this report describing the Company's objectives expectations and/oranticipations may be forward looking within the meaning of applicable Securities Law andRegulations. Actual results may differ materially from those stated in the statement.Important factors that could influence the Company's operations include global anddomestic supply and demand conditions affecting selling prices of finished goodsavailability of inputs and their prices changes in the Government policies regulationstax laws economic developments within the country and outside and other factors such aslitigation and industrial relations.

The Company assumes no responsibility in respect of the forward- looking statementswhich may undergo changes in future on the basis of subsequent developments informationor events.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the Section 134 (5) of the Companies Act 2013 the Board of Directors ofthe Company confirms that:

a) In the preparation of the annual accounts for the financial year ended March 312019 the applicable accounting standards and Ind AS had been followed and there were nomaterial departures;

b) The directors had 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 atMarch 31 2019 and of the profit and loss of the company for that period;

c) The directors had taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of this Act for safeguarding theassets of the company and for preventing and detecting fraud and other irregularities;

d) The directors had prepared the annualaccounts on a going concern basis;

e) The directors in the case of a listed Company had laid down internal financialcontrols to be followed by the company and that such internal financial controls areadequate and were operating effectively.

f) The directors had devised proper systems to ensure compliance with the provisions ofall applicable laws and that such systems were adequate and operating effectively.

DECLARATION REGARDING CODE OF CONDUCT

Directors Key Managerial Personnel and senior management of the Company have confirmedcompliance with the Code of Conduct applicable to the Directors and employees of theCompany and the declaration in this regard made by CEO and the Mg. Director of the Companyforms part of this Annual Report. The said code is available at the Company's website i.e.www.bcl.ind.in .

ACKNOWLEDGEMENTS

The Board of Directors place on record sincere gratitude and appreciation for all theemployees at all levels for their hard work solidarity cooperation and dedication duringthe year.

The Board conveys its appreciation for its customers shareholders suppliers as wellas vendors bankers business associates regulatory and government authorities for theircontinued support.

For and on behalf of the Board of Directors
(RAJINDER MITTAL) (SAT NARAIN GOYAL)
Place : Bathinda Punjab Managing Director Whole Time Director
Date : 05th July 2019 DIN: 00033082 DIN:00050643