BCPL International Ltd.
|BSE: 538364||Sector: Others|
|NSE: N.A.||ISIN Code: INE795P01023|
|BSE 00:00 | 13 Aug||BCPL International Ltd|
|NSE 05:30 | 01 Jan||BCPL International Ltd|
|BSE: 538364||Sector: Others|
|NSE: N.A.||ISIN Code: INE795P01023|
|BSE 00:00 | 13 Aug||BCPL International Ltd|
|NSE 05:30 | 01 Jan||BCPL International Ltd|
TO THE MEMBERS
BCPL INTERNATIONAL LIMITED
Your Directors are pleased to present the Thirty Fourth (34th) Annual Report togetherwith the Audited Accounts of your Company for the Financial Year ended March 31 2019. Thesummarised financial performance of your Company is as follows:
(Rs. in Lakhs)
During the Financial Year ended on March 31 2019 your Company had a Total Income ofRs. 0.05 Lakhs as compared to the Total Income of Rs. 4837.73 Lakhs for the previous yearended on March 31 2018.
During the Financial Year ended on March 31 2019 the Company incurred a loss of Rs.17.98 Lakhs as compared to a loss of Rs. 12.57 Lakhs for the previous year ended on March31 2018. Net Loss stood at Rs. 17.97 Lakhs as compared to a net loss of Rs. 12.47 Lakhsfor the previous year ended on March 31 2018.
As mandated by Ministry of Corporate Affairs the financial statements for the yearended on March 31 2019 has been prepared in accordance with the Indian AccountingStandards (IND AS) notified under Section 133 of the Companies Act 2013 read with theCompanies (Accounts) Rules 2014. The estimates and judgements relating to the FinancialStatements are made on a prudent basis so as to reflect in a true and fair manner theform and substance of transactions and reasonably present the Company's state of affairsprofits and cash flows for the year ended March 31 2019.
The Company discloses standalone unaudited financial results on a quarterly basiswhich are subjected to limited review and standalone audited financial results on anannual basis.
Your Directors has not recommended any Dividend for the Financial Year 2018-19.
AMOUNTS PROPOSED TO CARRY TO THE RESERVES
The Company has not transferred any amount to reserve account during the year underreview.
MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION BETWEEN THE END OF THEFINANCIAL YEAR AND DATE OF REPORT
There have been no material changes and commitments affecting the financial positionof the company which have occurred between the end of the financial year of the company towhich the financial year relate and the date of this report.
SIGNIFICANT/MATERIAL ORDERS PASSED BY THE REGULATORS
There are no significant material orders passed by the Regulators or Courts orTribunals impacting the going concern status of your Company and its operations in future.
INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY
Your Company's vision mission and core values have laid the foundation for internalcontrols. On the administrative controls side your Company has a proper reportingstructure oversight committees and rigorous performance appraisal system to ensure checksand balances. On the financial controls side your Company has in place segregation ofduties and reporting mechanism to deter and detect misstatements in financial reporting.
Your Company's Internal Control System is commensurate with the nature of its businessand the size and complexity of its operations and ensures compliance with policies andprocedures. The Internal Control Systems are being constantly updated with new/revisedstandard operating procedures.
Your Company has a dedicated and independent Internal Audit team reporting directly tothe Audit Committee of the Board. The Directors have laid down internal financial controlsto be followed by the Company and such policies and procedures have been adopted by theCompany for ensuring the orderly and efficient conduct of its business includingadherence to Company's policies the safeguarding of its assets the prevention anddetection of frauds and errors the accuracy and completeness of the accounting record andthe timely preparation of reliable financial information. The purpose scope authorityand responsibility of the Internal Audit team are approved by the Audit Committee.Internal Audit team influences and facilitates improvements in the control environment byconstantly evaluating the risk management and internal control systems.
Furthermore the Audit Committee of your Company evaluates and reviews the adequacy andeffectiveness of the internal control systems and suggests improvements. Significantdeviations are brought to the notice of the Audit Committee and corrective measures arerecommended for implementation. Based on the internal audit report process ownersundertake corrective action in their respective areas. All these measures help inmaintaining a healthy internal control environment.
The Company has a Code of Business Conduct for all employees and a clearly articulatedand internalized delegation of financial authority. These authority levels areperiodically reviewed by management and modifications if any are submitted to the AuditCommittee and Board for approval. The Company also takes prompt action on any violationsof the Code of Business Conduct by its employees.
A CEO/CFO Certificate signed by the Chief Financial Officer (CFO) of the Companyconfirms the existence and effectiveness of internal controls and reiterates theirresponsibilities to report deficiencies to the Audit Committee. The Audit Committee alsoreviews the Risk management framework periodically and ensures it is updated and relevant.During the year under review the Internal Financial Control Audit was carried out by theStatutory Auditors the Report of which is forming part of this Annual Report.
During the year under review your Company has not accepted any deposit within themeaning of Section 73 of the Companies Act 2013 read with the Companies (Acceptance ofDeposits) Rules 2014.
i. STATUTORY AUDITORS
In terms of the provisions of Section 139 of the Companies Act 2013 read withprovisions of the Companies (Audit and Auditors) Rules 2014 as amended M/s RAK Champs& Co. LLP Chartered Accountants (FRN: 131094W/W100083) Mumbai was appointed as theAuditors of the Company for a consecutive period of 5 (Five) years from the conclusion ofthe 33rd Annual General Meeting held in the year 2018 until conclusion of the 38thAnnual General Meeting scheduled to be held in the year 2023.
The Members may note that consequent to the changes made in the Companies Act 2013 andthe Companies (Audit and Auditors) Rules 2014 by the Ministry of Corporate Affairs (MCA)vide notification dated May 7 2018 the proviso to Section 139(1) of the Companies Act2013 read with explanation to sub- rule 7 of Rule 3 of the Companies (Audit and Auditors)Rules 2014 the requirement of ratification of appointment of Auditors by the Members atevery AGM has been done away with. Therefore the Company is not seeking any ratificationof appointment of M/s RAK Champs & Co. LLP Chartered Accountants as the StatutoryAuditors of the Company by the members at the ensuing Annual General Meeting.
Your Company has received a Certificate from M/s RAK Champs & Co. LLP CharteredAccountants confirming their eligibility to continue as Auditors of the Company in termsof provisions of Section 141 of the Companies Act 2013 and the rules made thereunder.They have also confirmed that they hold a valid certificate issued by the Peer ReviewBoard of the ICAI as required under the provisions of Regulation 33 of ListingRegulations.
ii. SECRETARIAL AUDITOR
In terms of Section 204 of the Companies Act 2013 read with Rule 9 of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Company hadappointed Ms. Kavita Raju Joshi Practicing Company Secretary (Certificate of Practice No.8893) as the Secretarial Auditor.
The Secretarial Audit Report for the financial year ended March 31 2019 is annexedherewith as [Annexure-A] to this report.
DETAILS OF SUBSIDIARY/ JOINT VENTURES/ASSOCIATE COMPANIES
The Company does not have any subsidiary/joint ventures/associate companies.
The Authorised Share Capital of your Company stands at Rs. 60000000/- divided into60000000 Equity Shares of Re. 1/- each. At present the Issued Subscribed and Paid UpShare Capital of your Company is Rs. 39100000/- divided into 39100000 Equity Sharesof Re. 1/- each fully paid-up.
CHANGE OF REGISTERED OFFICE
The registered office of the Company was shifted to 4 Synagogue Street Room No-8108th Floor Kolkata- 700001 West Bengal with effect from June 28 2018.
EXTRACT OF ANNUAL RETURN
The extract of Annual Return is prepared in Form MGT-9 as per the provisions of theCompanies Act 2013 and Rule 12 of the Companies (Management and Administration) Rules2014 and the same is annexed as [Annexure-B] and forms an integral part of thisReport.
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO
a) Particulars of Conservation of Energy Technology Absorption
The Provisions of Section 134(m) of the Act relating to conservation of energy andtechnology absorption do not apply to this Company as the Company has not carried out anymanufacturing activities.
b) Foreign Exchange Earnings and Outgo
During the year under review there was no foreign exchange outgo nor was any foreignexchange earned.
DIRECTOR'S & KEY MANAGERIAL PERSONNEL
Your Company has a duly constituted Board of Directors which is in compliance with therequirements of the Companies Act 2013 schedules thereto and rules framed there underand also in terms of the provisions of the Securities and Exchange Board of India (ListingObligations and Disclosure Requirements) Regulations 2015 and provisions of the Articlesof Association of the Company.
a) Declaration by Independent Directors
All the Independent Directors have given a declaration that they meet the criteria ofIndependence as laid down under Section 149(6) of the Companies Act 2013 read with therules made there under and Regulation 16(1)(b) of Securities and Exchange Board of India(Listing Obligations and Disclosure Requirement) Regulations 2015.
b) Familiarisation Programme undertaken for Independent Directors
The Independent Directors are familiarised with the Company their roles rightsresponsibilities in the Company nature of the industry in which the Company operatesbusiness model of the Company etc. On appointment the Independent Director is issued aLetter of Appointment setting out in detail the terms of appointment dutiesresponsibilities and expected time commitments. The Director is also explained in detailthe various compliances required from him/her as a Director under the various provisionsof the Companies Act 2013 Securities and Exchange Board of India (Listing Obligationsand Disclosure Requirement) Regulations 2015. The details of familiarisation programmeare available on the website of the Company viz. www.birdhichand.in .
c) Non-Independent Director
None of the Directors of the Company are disqualified for being appointed as Directorsas specified in Section 164 (2) of the Companies Act 2013 and rule 14(1) of the Companies(Appointment and Qualification of Directors) Rules 2014.
d) Changes in Directorship/Key Managerial Personnel during the year
Mr. Somesh Rustgi (DIN: 01515406) was appointed as Managing Director of the Companywith effect from February 15 2019 by the Board at its meeting held on February 11 2019.
Mr. Krishan Gopal Rathi (DIN: 00595975) resigned from the post of Managing Director ofthe Company with effect from February 15 2019.
Mr. Santanu Pal (DIN: 07096019) and Mr. Naveen Jangid (DIN: 07034357) resigned from theDirectorship of the Company with effect from August 08 2018.
NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS
A total of Six (6) Meetings of the Board of Directors of your Company were held duringthe year under review. The maximum interval between two meetings did not exceed 120 daysas prescribed in the Companies Act 2013 and in the Securities and Exchange Board ofIndia (Listing Obligations and Disclosure Requirements) Regulations 2015. Details of allBoard/Committee Meetings are given in the Corporate Governance Report.
COMMITTEES OF THE BOARD
The Company has constituted/re-constituted various Board level committees in accordancewith the requirements of Companies Act 2013. Details of all the Committees along withcomposition and meetings held during the year under review are provided in the CorporateGovernance Report.
The composition and terms of reference of the Audit Committee has been furnished in theCorporate Governance Report. There have been no instances where the Board has not acceptedthe recommendations of the Audit Committee.
NOMINATION AND REMUNERATION COMMITTEE
The composition and terms of reference of the Nomination and Remuneration Committee hasbeen furnished in the Corporate Governance Report.
STAKEHOLDERS RELATIONSHIP COMMITTEE
The composition and terms of reference of the Stakeholders Relationship Committee hasbeen furnished in the Corporate Governance Report.
DIRECTORS APPOINTMENT & REMUNERATION POLICY
The Board of Directors has framed a policy which lays down a framework in relation toremuneration of Directors Key Managerial Personnel and Senior Management of the Company.This policy also lays down criteria for selection and appointment of Board Members. Thedetails of this policy are explained and annexed as [Annexure- C] and forms anintegral part of this Report.
WHISTLE BLOWER POLICY/VIGIL MECHANISM
The Board has adopted a Whistle Blower Policy to maintain highest standards ofprofessionalism honesty integrity ethical behaviour and to provide a vigil mechanismfor Directors/Employees to voice concern in a responsible and effective manner regardingunethical matters involving serious malpractice abuse or wrongdoing within theorganisation. The Company affirms that during the year no personnel have been deniedaccess to the Audit Committee. The said policy may also be referred to at the website ofthe Company viz www.birdhichand.in .
PREVENTION PROHIBITION AND REDRESSAL OF SEXUAL HARASSMENT AT WORKPLACE
The Company as an organization is committed to provide a healthy environment to allemployees and thus does not tolerate any discrimination and/or harassment in any form. TheCompany has in place a Prevention of Sexual Harassment Policy in line with therequirements of the Sexual Harassment of Women at work place (Prevention Prohibition andRedressal) Act 2013.
The following is a summary of sexual harassments complaints received and disposed offduring the financial year ended March 31 2019:
PARTICULARS OF LOANS GUARANTEES AND INVESTMENTS
The Company has complied with Section 186 of the Companies Act 2013 and Rules framedthere under. The Company has not given any guarantee or provided security during the yearunder review.
RELATED PARTY TRANSACTIONS
During the financial year ended March 31 2019 all transactions with the RelatedParties as defined under the Companies Act 2013 read with Rules framed thereunder were inthe 'ordinary course of business' and 'at arm's length' basis. Your Company does not havea 'Material Subsidiary' as defined under Regulation 16(1)(c) of the SEBI (ListingObligations and Disclosure Requirements) Regulations 2015. Your Board shall formulate aPolicy to determine Material Subsidiary as and when considered appropriate in the future.
During the year under review your Company did not enter into any Related PartyTransactions which require prior approval of the Members. All Related Party Transactionsof your Company had prior approval of the Audit Committee and the Board of Directors asrequired under the SEBI (Listing Obligations and Disclosure Requirements) Regulations2015. Subsequently the Audit Committee and the Board have reviewed the Related PartyTransactions on a quarterly basis.
During the year under review there has been no materially significant Related PartyTransactions having potential conflict with the interest of the Company.
Since all Related Party Transactions entered into by your Company were in the ordinarycourse of business and also on an arm's length basis therefore details required to beprovided in the prescribed Form AOC - 2 is not applicable to the Company. Necessarydisclosures required under the Indian Accounting Standards have been made in the Notes toFinancial Statements for the year ended March 31 2019.
DISCLOSURE RELATING TO REMUNERATION OF DIRECTORS KEY MANAGERIAL PERSONNEL ANDEMPLOYEES:
A statement containing the details of the Remuneration of Directors Key ManagerialPersonnel (KMP) and Employees as required under Section 197(12) of the Companies Act 2013read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel)Rules 2014 is given as [Annexure- D] forming part of this Report.
The Company has no employee drawing a remuneration of Rs. 6000000/- (Rupees SixtyLakhs) per annum or part thereof in terms of the provisions of Section 197(12) of theCompanies Act 2013 read with Rules 5(2) and 5(3) of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014.
CORPORATE GOVERNANCE REPORT
As per Regulation 34(3) read with Schedule V of the Securities and Exchange Board ofIndia (Listing Obligations and Disclosure Requirements) Regulations 2015 a separatesection on corporate governance practices followed by the Company together with acertificate confirming compliance is given as [Annexure-E] and forms an integralpart of this Report.
MANAGEMENT DISCUSSION & ANALYSIS
The Management Discussion and Analysis Report on the operations of the Company asrequired under Securities and Exchange Board of India (Listing Obligations and DisclosureRequirements) Regulations 2015 is provided in a separate section as [Annexure-F] andforms an integral part of this Report.
Risk management is embedded in your Company's operating framework. Your Companybelieves that managing risks helps in maximizing returns. The Company's approach toaddressing business risks is comprehensive and includes periodic review of such risks anda framework for mitigating controls and reporting mechanism of such risks. The RiskManagement framework is reviewed periodically by the Board and the Audit Committee. TheAudit Committee is responsible for reviewing the risk management plan and ensuring itseffectiveness. The major risks identified by the businesses and functions aresystematically addressed through mitigating actions on a continual basis.
DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to Section 134(5) of the Companies Act 2013 (including any statutorymodification(s) or re- enactments) for the time being in force) the Directors of yourCompany confirm that:
i. in the preparation of the Annual Accounts for the financial year ended March 312019 the applicable Accounting Standards and Schedule III of the Companies Act 2013(including any statutory modification(s) or re-enactment(s) for the time being in force)have been followed and there are no material departures from the same;
ii. the Directors have selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the Company as at March 31 2019 and of the profit& loss of the Company for the Financial Year March 31 2019;
iii. the Directors have taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of the Companies Act 2013(including any statutory modification(s) or re-enactment(s) for the time being in force)for safeguarding the assets of the Company and for preventing and detecting fraud andother irregularities;
iv. the annual accounts have been prepared on a 'going concern' basis;
v. proper internal financial controls laid down by the Directors were followed by yourCompany and that such internal financial controls are adequate and operating effectively;and
vi. proper systems to ensure compliance with the provisions of all applicable laws werein place and that such systems were adequate and operating effectively.
Your Directors wish to place on record their appreciation for the contribution made bythe employees at all levels. Your Directors also wish to thank its customers dealersagents suppliers investors and bankers for their continued support and faith reposed inthe Company.