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BCL Industries Ltd.

BSE: 524332 Sector: Industrials
NSE: N.A. ISIN Code: INE412G01016
BSE 00:00 | 20 Mar 102.40 -0.10
(-0.10%)
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103.00

HIGH

104.70

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101.30

NSE 05:30 | 01 Jan BCL Industries Ltd
OPEN 103.00
PREVIOUS CLOSE 102.50
VOLUME 4051
52-Week high 167.80
52-Week low 86.10
P/E 4.57
Mkt Cap.(Rs cr) 178
Buy Price 99.10
Buy Qty 1.00
Sell Price 103.65
Sell Qty 46.00
OPEN 103.00
CLOSE 102.50
VOLUME 4051
52-Week high 167.80
52-Week low 86.10
P/E 4.57
Mkt Cap.(Rs cr) 178
Buy Price 99.10
Buy Qty 1.00
Sell Price 103.65
Sell Qty 46.00

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 42nd Annual Report along with theStandalone and Consolidated Audited Financial Statements of your Company for the yearended 31st March 2018. The summarised consolidated and standalone financial performanceof your Company is as follows:

(Rs. In Lakhs)

Particulars Standalone Consolidated
Current year Previous Year Current year Previous Year
2017-18 2016-17 2017-18 2016-17
Sales 85078.65 67128.11 85078.65 67128.11
Other Income 676.86 467.47 677.05 467.47
Total Income 85755.51 67595.58 85755.70 67595.58
Profit before Depreciation Finance Cost and Tax 5363.19 4128.37 5356.26 4128.37
Expense
Less: Depreciation 1052.88 850.58 1055.27 850.58
Less: Finance Cost 2079.19 2135.63 2126.14 2135.63
Profit before Tax 2231.12 1142.16 2174.85 1142.16
Less: Current Tax 350.00 200.00 350 200.00
Add/(Less): Deferred Tax (41.37) 46.60 (41.37) 46.60
Less: Prior period items - 12.70 - 12.70
Profit for the year 1839.75 976.06 1783.48 976.06
Other Comprehensive Income/(Loss) (32.62) (26.65) (32.62) (26.65)
Total Comprehensive Income 1807.13 949.41 1750.86 949.41
Earnings Per Share (of 10/- each) :
Basic 12.78 6.90 12.26 6.90
Diluted 10.31 6.90 9.90 6.90

PERFORMANCE REVIEW

During the year under review the total Revenue of the Company was 85755.51 Lakhs asagainst 67595.58 Lakhs in the previous year showing an increase of 26.87%. The Companyhas earned a Net Profit after tax of 1839.75 Lakhs as against 976.06 Lakhs in theprevious year showing a massive increase of 88.49% over the previous year. Earning PerShare of the Company for the current year 2017-18 has been almost double to 12.78 ascompared to 6.90 per share (Basic) in the previous year. Your directors have made alltheir efforts to maintain healthy financial results of the company and they achievedsuccess in maintaining the same which is apparent from the financial results of thecompany. 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 thereunder the Consolidated Financial Statements of the Company forthe Financial year 2017-2018 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 Segments together with Auditors Report from part of the AnnualReport. The Company has first time adopted Indian Accounting Standards (Ind AS) from 01stApril 2017.

SHARE CAPITAL/CHANGES IN CAPITAL STRUCTURE

During the year under review the issued and paid up Equity Share Capital of theCompany increased from 141500000/-divided into 14150000 Equity Shares of 10/- eachto 157060000/- divided into 15706000 Equity Shares of 10/- each on account ofallotment of 1556000 Equity Shares to persons of Promoter Group on account of conversionof 1556000 warrants already issued on preferential basis. During the year under reviewexcept for conversion of warrants into equity shares the Company has neither issued anyshares with differential voting rights or granted stock options or issued sweat equity orpurchased its own shares nor the company has made any Public/ Rights/Bonus/ buy back ofEquity Shares of the Company.

Further after the close of financial year 2017-18 the Company has further allotted1727000 equity shares to persons of Promoter Group on account of conversion of 1727000warrants already issued on preferential basis. As a result as on date the paid up equityshare capital of the Company stand increased to 174330000/- divided into 17433000equity shares of 10/- each. The said warrants carry an option / entitlement to subscribeto equivalent number of Equity Shares of 10/- each at a future date not exceeding 18(eighteen) months from the date of issue of such warrants at a price of 75/- whichincludes a premium of 65/- per share determined in accordance with Regulation 76 of theSEBI (Issue of Capital & Disclosure Requirements) Regulations 2009.

DIRECTORS AND KMPs

(i) Appointments

There were no fresh/additional appointments to Board of Directors during the financialyear 2017-18.

(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 2017-18. Further in accordance with the provisions of Section 169 of the CompaniesAct 2013 and other applicable provisions Mr. Abhishek Bansal was removed from the Boardof Directors w.e.f. 12th March 2018.

(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 20(Twenty) Board Meetings and 6 (Six) Audit Committee Meetings were convened and held. Thedetails are given in the Corporate Governance Report. The intervening gap between the twoMeetings was within the period prescribed under the Companies Act 2013.

(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 14.11.2017 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 weblink:http://www.bcl.ind.in/pdf/policies-mechanisms-2018/ familiarization-program-2017-2018.

(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 2017-18 the Company had four Key Managerial Personnel viz. Mr.Rajinder Mittal Managing Director Mr. Sat Narain Goyal Whole time Director cum CFO Mr.Subhash Mittal CEO and Mrs. Kangan Dhamija Company Secretary. Mr. Ashok Kumar Jindalresigned from the post of CFO w.e.f 30th June 2017. Mr. Sat Narain Goyal Whole TimeDirector was re-designated as Whole Time Director cum CFO of the Company during the year2017-18 . He was again re-designated to the post of Whole Time Director w.e.f. 12thDecember 2017.

Further Mrs. Kangan Dhamija has resigned from the post of Company Secretary w.e.f 31stMarch 2018. After the close of Financial Year 2017-18 Mr. Gurinder Singh Makkar hasjoined as Company Secretary cum Compliance Officer w.e.f. 11th April 2018 and Mr. GulabSingh has been appointed as Chief Financial Officer of the Company w.e.f. 11th April2018.

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 Annual General Meeting.The Remuneration paid to the KMPs is given in Form MGT-9 and Corporate Governance Reportsection of the Annual Report .

CHANGES IN MANAGERIAL PERSONNEL

After the close of Financial Year 2017-18 Mr. Rajinder Mittal was redesignated to theposition of Non-Executive Director liable to retire by rotation on 02nd August 2018. Hehas been appointed as Managing Director of the Company for a period of three years w.e.f.13th August 2018 subject to the approval of Members of the Company at the ensuing AnnualGeneral Meeting. Accordingly Members approval is being sought to his appointment asManaging Director of the Company.

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 has been appointed asWhole Time Director of the Company for a period of three years w.e.f. 13th August 2018subject to the approval of Members of the Company at the ensuing Annual General Meeting.Accordingly Members approval is being sought to his appointment as Whole Time Director ofthe Company.

CHANGE IN THE NAME OF THE COMPANY

During the year under review the name of the company was changed from "BCLIndustries & Infrastructures Limited" to "BCL Industries Limited"pursuant to approval given by the members at the 41st Annual General Meeting held on 23rdDay of September 2017 and after obtaining other necessary approvals and meeting therequired compliances .

SUBSIDIARY COMPANY

During the Financial Year 2017-18 M/s Svaksha Distillery Limited became the subsidiaryof the Company. The Company holds 51% Equity Shares in the subsidiary as on 31st March2018.

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 5 ofthe Companies (Accounts) Rules 2014 . The said forms 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 upto the date of the Annual General Meeting (‘AGM'). 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 weblink of the same is http://www.bcl.ind.in/pdf/policies-mechanisms-2018/determining-material-policy-2017-2018.pdf

DIVIDEND

Your directors are of a view to plough back the profits in order to meet therequirements for the increased working capital hence the directors did not recommend anydividend to be declared for the year under review.

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 2017-18 . In the recent years thecompany has declared Dividends only for the years 2014-15 and 2016-17. 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.

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.

DEPOSITS

The details of deposits accepted/ renewed during the year under review are furnishedhereunder:

S. No. PARTICULARS (Rs. In Lakhs)
a) Accepted during the year 48.52
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 33.50
f) Balance of deposits outstanding at the end of the year 75.02

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 SINCE END OF 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:

Members have approved the increase in Authorised Share Capital to 25 Crores andconsequent changes in Memorandum of Association of the Company. The Authorised ShareCapital of the Company stands increased to 25 Crores divided into 2.5 Crore Equity Sharesof 10/- each.

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

The Company has adopted by passing Special Resolution by Postal Ballot Process a newset of MOA to make it consistent with the provisions of Companies Act 2013 including theRules framed thereunder. The altered MOA of the Company as approved and applicable w.e.f.25th July 2018 is available at website of the Company i.e. www.bcl.ind.in.

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

The Company has adopted by passing Special Resolution a new set of AOA of the Companysuitably rephrased in accordance with the provisions of Companies Act 2013. The alteredAOA of the Company as approved and applicable w.e.f 25th July 2018 is available atwebsite of the Company i.e. www.bcl.ind.in

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

Members have approved by passing Special Resolution issue of Equity Shares/Securitiesthrough Qualified Institutions Placement to the Qualified Institutional Buyers("QIBs") upto an amount of 60 Crorers.

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 ofthe Board to carry out clearly defined roles which are considered to be performed bymembers of the Board as a part of good governance practice. The Board supervises theexecution of its responsibilities by the Committees and is responsible for their action.The minutes of the meetings of all Committees are placed before the Board for review. TheBoard has currently the following Statutory Committees:-

(a) Audit Committee

(b) Nomination and Remuneration Committee

(c) Stakeholder Relationship Committee

(d) Corporate Social Responsibility Committee

DISSOLVINGOFTHERISKMANAGEMENTCOMMITTEE

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. Soafter the close of financial year 2017-18 the Board of Directors at its meeting held on30.05.2018 has 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 thereunder 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.

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 Vigil Mechanism for directors and employees to report genuine concerns hasbeen established. The Vigil Mechanism Policy has been uploaded on the website of theCompany at www.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 Himanshu & Associates Chartered Accountants Bathinda were re-appointed asStatutory Auditors of the Company at the 41st Annual General Meeting in accordance withthe provisions of the Companies Act 2013. M/s Himanshu & Associates resigned from thepost of Statutory Auditor of the Company and the casual vacancy was filled by theappointment of M/s AMRG & Associates Chartered Accountants New Delhi (FRN :004453N) in their place and their appointment was approved at the Extra Ordinary GeneralMeeting held on 12th March 2018. M/s AMRG & Associates Chartered Accountants NewDelhi (FRN : 004453N) will hold office upto the conclusion of ensuing Annual GeneralMeeting. Based on the recommendation of Audit Committee your Company seeks approval forthe appointment of M/s AMRG & Associates Chartered Accountants New Delhi (FRN :004453N) as our Statutory Auditors to hold office from the conclusion of 42th AnnualGeneral Meeting upto 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 tothis report. No adverse comments have been made in the said report by the PracticingCompany Secretary.

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 2018-19 at aremuneration of 50000/- plus taxes and out of pocket expenses. The proposed remunerationof the Cost Auditors would be approved by the members in the ensuing AGM. For the year2017-18 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 call for 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. The Company has appointed M/s KamalParshotam Jain & Co. Chartered Accountants (Membership No. 97577 Firm RegistrationNo. 016659N) as the Internal Auditors.

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 upto the financial year 2018-19.

During the year under review the Company has allotted 1556000 equity shares topersons of Promoter Group on conversion of 1556000 warrants already issued onpreferential basis. The Company has applied for listing approval and listing approval inrespect 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 thereunder. 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 2017-18:

Sr. No. Category No. of complaints during financial year 2017-18 No. of complaints pending as at end of year 2017-18
1 Child labour/forced The Company does not hire Child Labour Forced Not Applicable
labour/involuntary labour Labour or Involuntary Labour.
No case reported
2 Sexual Harassment No case reported Not applicable
3 Discriminatory employment No case reported 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.

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 Social ResponsibilityCommittee" 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 2017-18 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. The Reporton CSR activities is given in Annexure- D forming part of this Report. The Company hasspent around 98% of the expenditure required to be made on CSR Activities under Section135 of the Companies Act 2013 read with relevant Rules thereto. The Company is endeavoredto ensure full utilization of the allocated CSR budget. The minor amount which remainedunspent due to unavoidable circumstances will be added to the CSR budget for theFinancial Year 2018-19.

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 8.5 lacs per month or 1.02 Crores per year to be disclosed inthe 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 5 of the Companies (Appointment & Remuneration of ManagerialPersonnel) Rules 2014 is given in the Statement annexed herewith at Annexure- F formingpart of this Report.

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 2018 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 312018 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 2018 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 annual accounts 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 Managing Director Whole Time Director
Date : 13th August 2018 DIN: 00033082 DIN: 00050643