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BCL Industries Ltd.

BSE: 524332 Sector: Industrials
NSE: BCLIND ISIN Code: INE412G01016
BSE 00:00 | 28 Jun 389.40 -0.25
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394.20

HIGH

394.20

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378.00

NSE 00:00 | 28 Jun 386.00 -4.85
(-1.24%)
OPEN

390.85

HIGH

392.00

LOW

381.00

OPEN 394.20
PREVIOUS CLOSE 389.65
VOLUME 1569
52-Week high 525.00
52-Week low 191.60
P/E 11.06
Mkt Cap.(Rs cr) 940
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 394.20
CLOSE 389.65
VOLUME 1569
52-Week high 525.00
52-Week low 191.60
P/E 11.06
Mkt Cap.(Rs cr) 940
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

BCL Industries Ltd. (BCLIND) - Director Report

Company director report

To

The Members

BCL INDUSTRIES LIMITED

Your Directors have pleasure in presenting their 45th Annual Reportalong with the Standalone and Consolidated Audited Financial Statements of your Companyfor the financial year ended 31st March 2021. The summarized consolidated and standalonefinancial performance of your Company is as follows:

(Rs. In Lakhs)

Particulars Standalone Consolidated
Current year 2020-21 Previous year 2019-20 Current year 2020-21 Previous year 2019-20
Revenue from operations 143128.71 91832.39 143128.71 91832.39
Other Income 477.99 717.52 481.26 718.15
Total Income 143606.70 92549.91 143609.97 92550.54
Profit before Depreciation Finance Cost and Tax Expense 8662.70 6329.14 8660.15 6321.43
Less: Depreciation 1270.07 1345.21 1277.03 1351.41
Less: Finance Cost 1297.80 1479.54 1596.54 1480.87
Profit before Tax 6094.83 3504.39 5786.58 3489.15
(Less): Current Tax (1580.00) (575.00) (1580.00) (575.00)
Add/(Less): Deferred Tax 8.74 (329.22) 8.74 (329.22)
Less: Prior period items - - - -
Profit for the year 4523.57 2600.17 4215.32 2584.93
Other Comprehensive Income/(Loss) (38.40) 75.86 (38.40) 75.86
Total Comprehensive Income 4485.17 2676.03 4176.92 2660.79
Earnings Per Share (of Rs. 10/- each):
Basic 20.12 13.58 18.75 13.50
Diluted 20.12 13.58 18.75 13.50

IMPACT OF COVID-19

Presently the Indian Economy is facing an unprecedented crisis causedby the global COVID-19 pandemic. Since April 2020 most countries were locked down.Despite the challenging business environment during the year 2020-21 your Company wasable to grow sufficiently in terms of improved turnover and profitability throughmarketing strategies cost efficiency programs logistics planning and efficient supplies.COVID-19 has had a catastrophic impact on people and economy globally.

During the year 2020-21 the Company was able to resume operations ofthe Edible Oil Unit of the Company w.e.f. first week of April 2020 in line with theorders from the Central and State Governments as the same was covered under essentialcommodities. The Distillery Unit of the Company also restarted production from first weekof April 2020 and the Company got permission from Commissionerate of Food & DrugsAdministration Punjab to produce and supply hand sanitizers from our Distillery Unit.

The Company restarted its factory operations considering order book andavailable workforce since April 2020 adhering to the safety norms prescribed byGovernment of India. During the year 2020-21 the Company was able to add new product i.e.Hand Sanitizers and Handrubs and the Company got a good response for its newlyincorporated product. In distillery the Company witnessed increase in demand for ENA inbig pharma and aerosol companies.

Your Directors wish to place on record their appreciation to theCompany's employees suppliers customers & Government authorities for their selflessefforts which helped your Company reach normalcy in operations within few weeks oflock-down. The ownership and responsiveness shown by all the stakeholders is unparalleledand is a testimony of the spirit of this great organisation. Your Company shall review thelong term impact of the pandemic and take all steps necessary to adapt itself to emergingchanges.

PERFORMANCE REVIEW

During the year under review the total Revenue of the Company was Rs.143606.70 Lakhs as against Rs. 92549.91 Lakhs in the previous year showing a massiveincrease of 55.17% over the previous year. The Company has earned a Net Profit after taxof Rs. 4523.57 Lakhs as against Rs. 2600.17 Lakhs in the previous year showing anoverwhelming increase of around 74% in PAT. Earnings Per Share of the Company for thecurrent year 2020-21 has been Rs. 20.12 as against Rs. 13.58 per share (Basic) in theprevious year. The Company has achieved highest ever turnover since inception.

Your directors have made all their efforts to grow in terms of healthyfinancial results of the company and they achieved success in growing the same which isapparent from the financial results of the Company. Your directors are committed to keepthis trend in future also.

EXPANSION PLANS

The Company has moved forward to expand the distillery capacity inBathinda unit by adding another Grain Based Biofuel Distillery of 200 KLPD. The CLU forthe land has been approved interest subvention file has also been approved and the filefor environmental clearance is under process by MoEF The project proposal has been filedwith banks for financial assistance.

CONSOLIDATED FINANCIAL STATEMENTS

As per Regulation 33 of the SEBI ("Listing Obligations andDisclosure Requirements) Regulations 2015 and applicable provisions of the Companies Act2013 read with the Rules issued there under the Consolidated Financial Statements of theCompany for the Financial year 2020-21 have been prepared in compliance with theapplicable Accounting Standards Ind- AS and on the basis of Audited Financial Statementsof the Company 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 2020-21 the Company had allotted 5000000 EquityShares of face value of Rs. 10/- each at a price of Rs. 60/- per share (including apremium of Rs. 50/- per share) on preferential basis to specified persons of PromoterGroup and a specified entity belonging to Public Category. As a result the paid-upequity share capital of the Company was increased to Rs. 241500000/- divided into24150000 fully paid equity shares of Rs 10/- each.

The proceeds of the issue of 5000000 equity shares on a preferentialbasis were fully utilized by the Company for the objects stated in the ExplanatoryStatement to the Notice of Postal Ballot i.e. for the purpose for which those were raised.Further there was no deviation or variation in the utilization of the proceeds raisedthrough the Company's Preferential issue of Equity shares.

Further during the year 2020-21 the Company made application to NSEfor listing as an Existing Company. The Equity Shares of the Company were approved by NSEto be listed and admitted to dealings on the National Stock Exchange (NSE) w.e.f. March04 2021 listed at NSE under Scrip Code BCLIND

During the year under review except for preferential issue as abovestated the Company has neither issued any shares with differential voting rights orgranted stock options or issued sweat equity or purchased its own shares nor the companyhas made any Public/ Rights/ Bonus/Buy back of Equity Shares of the Company.

DIRECTORS AND KMPs

(i) Appointments

Mr. Kushal Mittal was appointed as an Additional Director w.e.f. 01stApril 2020. He was further appointed as Director and Joint Managing Director of theCompany w.e.f. 03rd August 2020 as approved by Members at 44th Annual General Meeting ofthe Company.

Further Mr. Param Pal Singh Bal (DIN: 09013282) was appointed asAdditional Director(Independent ) w.e.f. 09th January 2021. He is proposed to beappointed as the Independent Director for a period upto 31st December 2025 subject tothe approval of Members at the ensuing Annual General Meeting of the Company.

(ii) Retirement by rotation.

In accordance with the provisions of the Companies Act 2013 andArticles of Association of the Company Sh. Rajinder Mittal Managing Director and Sh. SatNarain Goyal 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

During the year 2020-21 Mr. V.K. Nayyar Independent Director resignedw.e.f. 09th January 2021.

(iv) Declarations by Independent Directors

Pursuant to sub section (6) of Section 149 of the Companies Act2013 and Reg 16(1) (b) of the SEBI (Listing Obligations and Disclosure Requirement)Regulations 2015 the Independent Directors of the Company have given declaration to theCompany that they qualify the criteria of independence as required under the Act and theregulations.

(v) Board Meetings

The Board meets at regular intervals to discuss and decide on Company'sbusiness operations policies and strategy apart from other Board businesses. During theyear 11(Eleven) Board Meetings and 11(Eleven) Audit Committee Meetings were convened andheld. The details are given in the Corporate Governance Report. The intervening gapbetween the two 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 performancethe Directors and also Committees of the Board based on the guideline formulated by theNomination & Remuneration Committee. Board composition quality and timely flow ofinformation frequency of meetings and level of participation in discussions were some ofthe parameters considered during the evaluation process. The details of thefamiliarization programme adopted by the Company for the orientation and training of theDirectors and the Board evaluation process for Directors undertaken in compliance with theprovisions of the Companies Act 2013 and SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 forms part of the Corporate Governance Report of thisAnnual Report.

Further a Separate Meeting of the Independent Directors of the Companywas held once during the year on 31.10.2020 which also reviewed the performance of theNon-executive directors Chairman of the Company and performance of the Board as a whole.The details of the programme for familiarization of the Independent Directors of yourCompany are available on the Company's website at web link:https://www.bcl.ind.in/wp-content/uploads/2021/05/FAMILIARIZATION-PROGRAMME-BCL-2020-2021.pdf

(vii) Nomination & Remuneration Policy

The Board has on the recommendation of the Nomination &Remuneration Committee already framed a Policy for selection appointment andremuneration of Directors and Key Managerial Personnel. The policy on Director'sappointment and remuneration including criteria for determining qualifications positiveattributes independence of Director and also remuneration for key managerial personneland other employees forms part of the Corporate Governance Report of this Annual Report.

(viii) Key Managerial Personnel

During the year 2020-21 the Company had five Key Managerial Personnelviz. Mr. Rajinder Mittal Managing Director Mr. Sat Narain Goyal Whole time DirectorMr. Kushal Mittal Jt. Mg. Director Mr. Gulab Singh CFO and Mr. Gurinder Singh MakkarCompany Secretary. Mr. Subhash Chander Mittal CEO of the Company resigned and hisresignation was approved at the Board Meeting held on 06th July 2020.

In compliance with Regulation 36(3) of SEBI (Listing Obligations andDisclosure Requirement) Regulations 2015 brief resume of all the Directors proposed tobe appointed / re-appointed are given in the Annual Report. The details about KMPs aregiven in Corporate Governance Report section of the Annual Report.

CHANGES IN MANAGERIAL PERSONNEL

During Financial Year 2020-21 Mr. Subhash Chander Mittal CEO of theCompany resigned and his resignation was approved at the Board Meeting held on 06th July2020.

Further Mr. Kushal Mittal has been appointed as Joint Managing Directorw.e.f. 03rd August 2020 and his appointment as such was approved by Members of theCompany at 44th Annual General Meeting.

CHANGE IN THE NAME OF THE COMPANY

There was no change in the name of the Company during the FinancialYear 2020-21.

SUBSIDIARY COMPANY

The Company has a Subsidiary Company viz. M/s Svaksha DistilleryLimited. The stake of the Company in its subsidiary was enhanced during the year and theCompany holds 73.05% Equity Shares in the subsidiary as on 31st March 2021.

The capex work for Svaksha Distillery has faced some delays due to the2nd wave of COVID-19 and strict lockdowns initiated across the country. Despite thedifficulties the work is progressing slowly but steadily and the management is hopefulto commercialise the plant in the second half of financial year 2021-22.

A separate statement containing the salient features of FinancialStatements of the Subsidiary of the company in the prescribed form AOC-1 given atAnnexure- E forms a part of this report and consolidated Financial Statements inaccordance with Section 129 (3) and other applicable provisions if any of the CompaniesAct 2013 read with Rule 5 of the Companies (Accounts) Rules 2014 . The said form alsohighlights the Financial Performance of the subsidiary Company included in theConsolidated Financial Statements pursuant to Rule 8(1) of the Companies (Accounts) Rules2014.

In accordance with Section 136 of the Companies Act 2013 theFinancial Statements of the Subsidiary Company shall be kept open for inspection by themembers at the Registered office of the Company during Business hours on all days exceptSaturdays Sundays and public holidays up to the date of the Annual General Meeting(‘AGM') and shall also be available on the website of the Company. Any memberdesirous of obtaining a copy of the said financial statements may write at registeredoffice of the company. The Audited Financial Statements including Consolidated FinancialStatements and all other documents required to be attached to this report have beenuploaded on the website of the company www.bcl.ind.in. The company has also formulated apolicy for determining material subsidiary. The said policy is also available on thewebsite of the Company and the web link of the same is https://www.bcl.ind.in/pdf/BCL-POLICY-FOR-DETERMINING-MATERIAL-SUBSIDIARY-2020.pdf

DIVIDEND

The turnover and profitability of the Company saw an upswing in theyear 2020-21. The Company is also planning to set up another 200 KLPD Grain Based Bio Fueldistillery in Bathinda by way of expansion to its existing 200 KLPD. In order to expandits business operations and manufacturing capacitates properly the Company needed to keepits funds and other arrangements in order. For this purpose the Promoters Group had comeforward and waived off their right to dividend in respect of f.y. 2020-21.

On the other hand with a view to give a share of the improved profitsand motivate and reward the public shareholders your directors are pleased to recommend adividend @ 50 % i.e. Rs. 5/- per share only on 9331173 equity shares belonging to publiccategory aggregating to Rs. 466.56 Lakhs (i.e. (excluding the Equity Share upon whichthe Promoters/Promoters Group have waived/ forgone his/their right to receive the dividendby him/them for Financial Year 2020-21) has been recommended by the Board in respect off.y. 2020-21 for only public category shareholders.

Hence the Dividend if any approved by the Members atthe ensuingAnnual General Meeting shall be only upon 9331173 Equity Shares. Subject to the provisionsof Companies Act 2013 dividend as recommended by the Board of Directors if declared atthe Meeting will be 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(Accounting Audit Transfer and Refund) Rules 2016 / Investor Education and ProtectionFund (Awareness and Protection of Investors) Rules 2001 there are no amounts requiringtransfer to Investor Education and Protection Fund during the year 2020-21. Dividends thatremain unclaimed/ 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.

REPORTING OF FRAUDS

There was no instance of fraud during the year under review whichrequired the Statutory Auditors to report to the Audit Committee and / or to the Board asrequired under Section 143(12) of the Act and the rules made thereunder.

PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS

The details of loans guarantees and investments covered under Section186 of the Companies Act 2013 and details of loans from Banks/FIs/ Directors areprovided in Financial Statements and Notes thereto.

DEPOSITS

The Company has invited accepted or renewed any deposits during theFinancial Year 2020-21. The details of deposits accepted/ renewed/ repaid during the yearunder review are furnished hereunder:

Sr. Particulars Old Scheme (A) New Scheme 2019 (B)
(Rs. In Lakhs) (Rs. In Lakhs)
a Accepted during the year - 46.50
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 17.75 -
f Balance of deposits outstanding at the end of the Year - 96.25
Total Balance outstanding as on 31st March 2021= (A+B) 96.25

CHANGE IN THE NATURE OF BUSINESS

There is no change in the nature of the business of the Company. YourCompany tends to run the same business activities till date.

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

There have been no material changes and commitments if any affectingthe financial position of the Company which have occurred between the end of the financialyear of the Company to which the financial statements relate and the date of the report.

RESOLUTION AND MATTERS APPROVED THROUGH POSTAL BALLOT DURING FINANCIALYEAR

During the year 2020-21 no EGM was conducted. However a postalballot programme was conducted and the Members of the Company in response to the Noticeof Postal Ballot dated 22nd May 2020 had passed the following resolutions on 21st June2020 through Postal Ballot:

1. Issue Offer and Allot Equity Shares on Preferential Basis. (SpecialResolution)

2. Approval to Related Party Transactions. (Ordinary Resolution)

ANNUAL RETURN

Pursuant to Section 92(3) read with section 134(3)(a) of the CompaniesAct 2013 copies of the Annual Returns of the Company prepared in accordance with Section92(1) of the Companies Act 2013 read with Rule 11 of the Companies (Management andAdministration) Rules 2014 are placed on the website of the Company and is accessible atthe weblink: https://www.bcl.ind.in/wp-content/uploads/2021/06/MGT-7-ANNUAL-RETURN-2021.pdf

CORPORATE GOVERNANCE REPORT

The report on Corporate Governance as stipulated under the SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015 forms an integral partof this Report. The requisite certificate from the Statutory Auditors of the Companyconfirming compliance with the conditions of corporate governance is attached to thereport on Corporate Governance.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report as given in the Annual Reportforms part of this Report.

COMMITTEES OF THE BOARD

The Board Committees play a crucial role in the governance structure ofthe Company and have been constituted to deal with the specific areas / activities whichconcern the Company and need a closer review.

The Board Committees are set up under formal approval of the Board tocarry out clearly defined roles which are considered to be performed by members of theBoard as a part of good governance practice. The Board supervises the execution of itsresponsibilities by the Committees and is responsible for their action. The minutes of themeetings of all Committees are placed before the Board for review. The Board has currentlythe following Statutory Committees:

(a) Audit Committee

(b) Nomination and Remuneration Committee

(c) Stakeholder Relationship Committee

(d) Corporate Social Responsibility Committee

RELATED PARTY TRANSACTIONS

All transactions entered with Related Parties for the year under reviewwere on arm's length basis and in the ordinary course of business and that the provisionsof Section 188 of the Companies Act 2013 and the Rules made there under are notattracted. No material related party transactions were entered into during the financialyear by the Company. Accordingly the disclosure of related party transactions as requiredunder Section 134(3)(h) of the Act in Form AOC-2 is not applicable to the Company for FY2020-21. All related party transactions are placed before the Audit Committee of the Boardof Directors for its approval. Prior omnibus approval of the Audit Committee of the Boardof Directors is obtained for the transactions which are of foreseen and repetitivenature. A statement giving details of all related party transactions entered pursuant tothe omnibus approval so granted is placed before the Audit Committee of the Board ofDirectors for their review on a quarterly basis. The policy on Materiality of and dealingwith Related Party transactions as approved by the Board is uploaded on the Company'swebsite i.e. www.bcl.ind.in.

Further the Members of the Company vide Ordinary Resolution passed on21st June 2020 through Postal Ballot Process of the Company have given approval tomaterial related party transactions up to a maximum amount of Rs. 350 Crores in aggregatewith each related party for a total period of 3 financial years beginning financial year2020-21 subject to the conditions that in a single Financial Year transactions upto Rs.150 Crores with Svaksha Distillery Limited and upto Rs.100 Crores with the other relatedparties can be made and such transactions with each said related party shall not exceedthe respective limits in any single financial year.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

Pursuant to Section 177(9) of the Companies Act 2013 and applicableprovisions of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015the Company has formulated a Vigil Mechanism for directors and employees to report genuineconcerns have been established. The Vigil Mechanism Policy has been uploaded on thewebsite of the Company at www.bcl.ind.in.

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGEEARNINGS AND OUTGO

The information relating to conservation of energy technologyabsorption and foreign exchange earnings & outgo as required under Section 134(3) (m)of the Companies Act 2013 read with Rule 8(3) of the Companies (Accounts) Rules 2014 isgiven at Annexure - B forming 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 which would impact the going concern status of the Company and its futureoperations.

STATUTORY AUDITORS

M/s AMRG & Associates Chartered Accountants New Delhi (FRN:004453N) were appointed as the Statutory Auditors of the Company to hold office from theconclusion of 42nd Annual General Meeting up to the conclusion of 47th Annual GeneralMeeting.

There are no qualifications or reservation or remarks made by theAuditors in their Report.

SECRETARIAL AUDIT AND SECRETARIAL COMPLIANCE REPORT

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

Regulation 24 A of SEBI (LODR) Regulations read with SEBI circular no.CIR/CFD/CMD1/27/2019 mandated all listed entities to obtain annual secretarial complianceReports on compliance with SEBI Regulations and circulars/guidelines issued thereunderfrom a company secretary in practice. Accordingly the Company has obtained a SecretarialCompliance Report for FY 2020-21 from S.

Parnami & Associates Practicing Company Secretaries and filed thesame with BSE and NSE.

The Auditors' Report and the Secretarial Audit Report for the FinancialYear ended March 31 2021 do not contain any qualification or reservation or adverseremarks.

COST AUDITORS

The Board of Directors has on the recommendation of Audit Committeeapproved the appointment of M/s Khushwinder Kumar & Co. Cost Accountants Jalandhar(Firm Registration No. 100123) as the Cost Auditors of the Company for the year 2021-22at a remuneration of Rs. 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 2020-21 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 ishereby made that maintenance of cost records as specified by the Central Government undersub-section (1) of section 148 of the Companies Act 2013 is required by the Company andaccordingly such accounts and records are made and maintained.

AUDITORS' REPORT

The Auditors' Report is self-explanatory and do not call for furthercomments as there are no adverse remarks in the Auditors' Report.

APPOINTMENT OF SECRETARIAL AUDITOR AND INTERNAL AUDITOR

The Company had in accordance with the applicable provisions of theCompanies Act 2013 appointed M/s S. Parnami & Associates Practicing CompanySecretaries (C.P. No. 11181) Bathinda as the Secretarial Auditors for year 2020-21.During the year the Company has appointed M/s Mohan & Mohan Chartered accountants(FRN 002612N) Bathinda as the Internal Auditors of the Company. Further after close ofFinancial year 2020-21 M/s Mohan & Mohan Chartered accountants (FRN 002612N)Bathinda have been re-appointed as Internal Auditors for Financial Year 2021-22 and M/s S.Parnami & Associates Practicing Company Secretaries (C.P. No. 11181) Bathinda havealso been re-appointed as the Secretarial Auditors for year 2021-22.

EXTRACT OF ANNUAL RETURN

As per the requirements of Section 92(3) of the Act and Rules framedthereunder the extract of the Annual Return for FY 2020-21 is uploaded on the website ofthe Company and the same is available at websitehttps://www.bcl.ind.in/wp-content/uploads/2021/06/ MGT-7-ANNUAL-RETURN-2021.pdf

LISTING OF SECURITIES

During the year 2020-21 the Company allotted 5000000 Equity Sharesof face value of Rs. 10/- each at a price of Rs. 60/- per share (including a premium ofRs. 50/- per share) on preferential basis to specified persons of Promoter Group and aspecified entity belonging to Public Category. As a result the paid-up equity sharecapital of the Company was increased to Rs. 241500000/- divided into 24150000 equityshares of Rs 10/- each. The said Equity Shares allotted on preferential basis were dulylisted at BSE.

Further during the year 2020-21 the Company made application to NSEfor listing as an Existing Company. The Equity Shares of the Company were approved by NSEto be listed and admitted to dealings on the National Stock Exchange (NSE) w.e.f. March04 2021 listed at NSE under Scrip Code BCLIND.

Presently the securities of the Company are listed at both BSE Ltd.(BSE) and National Stock Exchange (NSE). The Company has paid the listing fees to the BSEand NSE up to the financial year 2021-22.

INDUSTRIAL RELATIONS

The industrial relations remained very cordial and responsive duringthe year under review.

DISCLOSURE OF COMPLAINTS OF SEXUAL HARRASMENT CHILD LABOUR ETC.

The Company's Policy on Prevention of Sexual Harassment at workplace isin line with the requirements of the Sexual Harassment of Women at Workplace (PreventionProhibition and Redressal) Act 2013 (Prevention of Sexual Harassment of Women atWorkplace Act) and Rules framed there under. Internal Complaints Committees have also beenset up to redress complaints received regarding sexual harassment.

The Company is committed to providing a safe and conducive workenvironment to all of its employees and associates. The following is a summary of sexualharassment complaints received and disposed off during the year 2020-21:

Sr. Category No. No. of complaints during financial year 2020-21 No. of complaints pending as at end of year 2020-21
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 herebystated that the Company has complied with provisions relating to the constitution ofInternal Complaints Committee under the Sexual Harassment of Women at Workplace(Prevention Prohibition and Redressal) Act 2013.

STATEMENT ON COMPLIANCE WITH APPLICABLE SECRETARIAL STANDARDS

It is hereby stated that the Company has duly complied with applicableSecretarial Standards for the year 2020-21.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

As per requirement of Section 135 of the Companies Act 2013 read withSchedule VII of the said Act and further read with Companies (Corporate SocialResponsibility) Rules 2014 the Company has a duly constituted "Corporate SocialResponsibility Committee" consisting of following persons as Members/ Chairman:

Sr. No. Name of Director Designation
1 Mr. Parampal Singh Bal Chairman (Non-Executive and independent Director)
2 Mr. Ramesh Chander Nayyar Member (Non-Executive and independent Director)
3 Mrs. Neerja Jain Member ((Non-Executive and independent Director)
4 Mr. Sat Narain Goyal Member (Whole Time Director)

During the year 2020-21 the Company had identified certainprojects/activities on which the CSR expenditure for the financial year 2020-21 was made.The activities included promoting of education and healthcare etc. Details about the CSRpolicy and initiatives taken by the Company during the year are available on yourcompany's website www.bcl.ind.in. The Report on CSR activities is given in Annexure- Cforming part of this Report.

The Company has spent more than the CSR expenditure required to be madeon CSR Activities under Section 135 of the Companies Act 2013 read with relevant Rulesthereto. The Company is endeavored to ensure full utilization of the allocated CSR budget.

GRATUITY

The provision for gratuity has been made as provided under the Paymentof Gratuity Act on the basis of Actuarial Valuation.

PARTICULARS OF THE EMPLOYEES

The provisions of Rule 5(2) & 5(3) of the Companies (Appointment& Remuneration of Managerial Personnel) Rules 2014 requiring particulars of theemployees in receipt of remuneration in excess of R 8.5 lakhs per month or R 1.02 Croresper year to be disclosed in the Report of Board of Directors are not applicable to theCompany as none of the employees was in receipt of remuneration in excess of the thesespecified amounts. So this information is NIL.

The information and other details required under Section 197(12) of theCompanies Act 2013 read with Rule 5 of the Companies (Appointment & Remuneration ofManagerial Personnel) Rules 2014 is given in the Statement annexed herewith at Annexure-D forming part of this Report.

RISK MANAGEMENT

The Company believes that managing risks helps in maximizing returns. Arisk management framework have been developed and implemented by the company foridentification of elements of risk if any which in opinion of board may threaten theexistence of the company. It aims to identify commodity prices Price fluctuation of rawmaterial and finished goods Credit Risks inflation Strategic Risks etc. Theeffectiveness of risk management framework and system is periodically reviewed by Board ofDirectors of the company. However in the opinion of Board none of the above-mentionedrisks threaten the existence of the Company.

INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has designed and implemented a process driven framework forInternal Financial Controls. For the year ended on March 31 2021 the Board is of theopinion that the Company has sound Internal Financial Controls commensurate with the sizescale and complexity of its business operations. During the year such controls weretested and no material weakness in their operating effectiveness was observed. The Companyhas a process in place to continuously monitor the same and identify gaps if any andimplement new and/ or improved controls whenever the effect of such gaps would have amaterial effect on the Company's operations.

CAUTIONARY STATEMENT

Statements in this report describing the Company's objectivesexpectations and/or anticipations may be forward looking within the meaning of applicableSecurities Law and Regulations. Actual results may differ materially from those stated inthe statement. Important factors that could influence the Company's operations includeglobal and domestic supply and demand conditions affecting selling prices of finishedgoods availability of inputs and their prices changes in the Government policiesregulations tax laws economic developments within the country and outside and otherfactors such as litigation and industrial relations.

The Company assumes no responsibility in respect of the forward-looking statements which may undergo changes in future on the basis of subsequentdevelopments information or events.

DIRECTORS' RESPONSIBILITY STATEMENT

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

a) In the preparation of the annual accounts for the financial yearended March 31 2021 the applicable accounting standards and Ind AS had been followed andthere were no material departures;

b) The directors had selected such accounting policies and applied themconsistently and made judgments and estimates that are reasonable and prudent so as togive a true and fair view of the state of affairs of the company at the end of thefinancial year as at March 31 2021 and of the profit and loss of the company for thatperiod;

c) The directors had taken proper and sufficient care for themaintenance of adequate accounting records in accordance with the provisions of this Actfor safeguarding the assets of the company and for preventing and detecting fraud andother irregularities;

d) The directors had prepared the annual accounts on a going concernbasis;

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

f) The directors had devised proper systems to ensure compliance withthe provisions of all applicable laws and that such systems were adequate and operatingeffectively.

DECLARATION REGARDING CODE OF CONDUCT

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

ACKNOWLEDGEMENTS

The Board of Directors place on record sincere gratitude andappreciation for all the employees at all levels for their hard work solidaritycooperation and dedication during the year.

The Board conveys its appreciation for its customers shareholderssuppliers as well as vendors bankers business associates regulatory and governmentauthorities for their continued support.

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