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 fifth (35th) Annual Reporttogether with the Audited Accounts of your Company for the Financial Year ended March 312020. The summarised financial performance of your Company is as follows:
During the Financial Year ended on March 31 2020 Your Company had a Total Income ofRs. 940.46 Lakhs as compared to the total income of Rs. 0.05 Lakhs for the Previous Yearended On March 31st 2020.
During the Financial Year ended on March 31 2020 the company incurred a Loss of Rs.(1.90) Lakhs as compared to a loss of Rs. (17.98) Lakhs for the Previous Year ended onMarch 31 2020. Net Loss Stood at Rs. (1.92) Lakhs as Compared to a Net Loss of Rs.(17.97) Lakhs for The Previous Year ended On March 31 2020.
The Company discloses standalone unaudited financial results on a quarterly basiswhich are subjected to limited review and standalone audited financial results on anannual basis.
IMPACT OF COVID-19 PANDEMIC
During the last month of the year under review COVID-19 pandemic developed rapidlyinto a global crisis forcing governments to enforce lockdowns. Due to the spread ofCOVID-19 and in accordance with the various initiatives and directions of both Central andState Government(s) from time to time including Janata curfew and subsequent nationwidelock down the operations of the Company were suspended from March 22 2020. However evenbefore that date impact started to show on the business of the Company with fallingfootfalls at the showrooms and reduced workforce. After the end of second lockdown on May3 2020 the Company gradually started its business operations with minimum workforcecombined with work from home policy.
The Company is closely monitoring the situation arising out of COVID-19 and resultantrestrictions imposed by the regulatory authorities. At this point of time it is notpossible either to foresee the duration for which this pandemic will last nor predict itscourse. Hence the Company is not in a position to assess with certainty the future impacton operations but does not expects normalcy to be achieved before the third quarter offinancial year 2020-21.
Your Directors has not recommended any Dividend for the Financial Year 2019-20.
AMOUNTS PROPOSED TO CARRY TO THE RESERVES
The company has not any amount to reserve account during the year under review.
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 Sections 73 of the Companies Act 2013 read with the Companies (Acceptance ofDeposits) Rules 2014.
AUDITORS i. STATUTORY AUDITOR'S
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 38th AnnualGeneral Meeting scheduled to be held in the year 2023.
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 there under.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.
i. SECRETARIAL AUDITOR'S
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 as the Secretarial Auditorto conduct an audit of the secretarial records.
The Secretarial Audit Report for the financial year ended March 31 2020 is annexedherewith as [Annexure-A] to this report.
QUALIFICATION RESERVATION OR ADVERSE REMARK IN THE AUDITOR'S REPORTS AND SECRETARIALAUDIT REPORT
There is no qualification reservation or adverse remark made by the Auditors in theirReports to the Financial Statements or by the Secretarial Auditors in their SecretarialAudit Report for the Financial Year ended March 31 2020.
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.
EXTRACT OF ANNUAL RETURN
The details forming part of extract of Annual Return in Form MGT-9 as required underSection 92 of the Companies Act 2013 and Rule 12 of the Companies (Management andAdministration) Rules 2014 is appended as Annexure- B which forms part of the Board'sReport and is also available on the website of the Company at www.birdhichand.in.
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 ofIndia(Listing Obligations and Disclosure Requirements) 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 Requirements) 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
Ms. Ritika Agarwal (PAN: ALCPA9455A) was appointed as company Secretary of the Companywith effect from May 30 2019.
Mr. Sourav Mayra (DIN: 8427935) was appointed as a Director of the Company with effectfrom June 8 2019
Mr. Somesh Rustgi(DIN: 1515406) was appointed as CFO of the Company with effect fromJune 8 2019.
Ms. Manisha Kumari Singh (DIN: 08205076) was appointed as Director of the Company witheffect from March 21 2020
Mr. Avijit Koner(DIN: 07297850) resigned from the Directorship of the Company witheffect from June 8 2019 due to his personal reasons.
Mr. Somesh Rustgi(DIN: 01515406) resigned from the Managing Director and ChiefFinancial Officer of the Company with effect from July 4 2020 due to his personalreasons.
Ms. MadhumitaVerma (DIN: 06978232) resigned from the Directorship of the Company witheffect from March 21 2020 due to her personal reasons.
Mr. Jai Kumar Baid(DIN: 08068935) resigned from the additional Director of the Companywith effect from June 12 2019 due to his personal reasons.
Ms. Aindrila Banerjee (DIN: 08660147) appointed as the Managing Director and ChiefFinancial Officer of the Company with effect from July 4 2020.
NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS
A total of Eight (8) Meetings of the Board of Directors of your Company were heldduring the year under review. The maximum interval between two meetings did not exceed 120days as prescribed in the Companies Act 2013 and in the Securities and Exchange Boardof India (Listing Obligations and Disclosure Requirements) Regulations 2015. Details ofall Board/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 herewith as [Annexure-C]to thisReport.
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 is available on the website of the Companyviz.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 ofduring the financial year ended March 31 2020:
No. of Complaints received: NIL
No. of Complaints disposed off: Not Applicable
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 loan guarantee or provided security during theyear under review & has not made any investment during the year under review.
RELATED PARTY TRANSACTIONS
During the financial year ended March 31 2020 all transactions with the RelatedParties as defined under the Companies Act 2013 read with Rules framed there under werein the ordinary course of business' and at arm's length' basis. Your Company doesnot have a Material Subsidiary' as defined under Regulation 16(1)(c) of the SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015. Your Board shallformulate a Policy to determine Material Subsidiary as and when considered appropriate inthe 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 RelatedParty Transactions entered into by your Company were in the ordinary course of businessand also on an arm's length basis therefore details required to be provided in theprescribed Form AOC 2 is not applicable to the Company. Necessary disclosures requiredunder the Indian Accounting Standards have been made in the Notes to Financial Statementsfor the year ended March 31 2020.
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 annexed herewith as [Annexure-D]to this Report.
The Company have no employee drawing a remuneration of Rs. 10200000/- (Rupees One CroreTwo Lakhs) 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 is annexed herewith as [Annexure-F]tothis 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-enactment(s) 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 312020 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 2020 and of the profit& loss of the Company for the Financial Year March 31 2020;
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 but for whose hard work and support your Company'sachievements would not have been possible. Your Directors also wish to thank itscustomers dealers agents suppliers investors and bankers for their continued supportand faith reposed in the Company.