Bonlon Industries Limited
Your directors have the pleasure of presenting the Twenty Fifth AnnualReport of the Company on the business and operations of the Company together with AuditedStatement of Accounts for the year ended March 31 2022.
The Company's performance during the financial year ended March31 2022 as compared to the previous financial year is summarized as below:
(Amount in Lakhs.)
|PARTICULARS ||2021-22 ||2020-21 |
|Revenue || || |
|Revenue from operations ||38779.35 ||13532.98 |
|Other Income ||127.37 ||306.82 |
|Total Income ||38906.72 ||13839.81 |
|Expenditure || || |
|Cost of Raw Material Consumed ||1154.26 ||- |
|Purchase of Stock in Trade ||36924.69 ||13604.76 |
|Change in Inventories ||(306.15) ||(390.70) |
|Employee Benefit Expenses ||80.11 ||60.34 |
|Finance Cost ||77.15 ||19.17 |
|Depreciation ||56.57 ||30.06 |
|Other Expenses ||641.70 ||251.21 |
|Total Expenses ||38628.35 ||13574.85 |
|Profit Before Tax ||278.37 ||264.95 |
|Less: Tax ||64.38 ||69.24 |
|Net Profit ||213.99 ||195.71 |
NATURE OF BUSINESS
The business of our Company is broadly categorized into the followingsegments:
Metal: Our Company had been carrying on such business since theirinception and therefore it is the primary segment of our business. Our Company caters itsclients through products such as wire rods wires cathode and ingots made up from metalslike copper aluminum lead and zinc. Our business operations in this segment include bothmanufacturing and trading activities. Manufacturing is mainly done for the copper wirerods and wires and the rests of the products we deal in are traded by us.
Trading: The Company trades the metal products not only in Indiabut do the import and export also and trades on MCX as well. The Company deals in CopperAluminum Zinc and Nickel etc. on the MCX Platform.
Manufacturing: We are mainly into the production of copper wirerods and wires and Plastic Insulated Power Cables. The Company has two manufacturingplants situated in Bhiwadi.
Plant-1: Cable Manufacturing Plant
The Company has bought this plant recently in year 2021 including Landand Building. This plant is installed in a premises of 4000 Sq. meter. In this plant wemanufactures Armoured and Un-armoured Plastic Insulated Power Cables in various sizes. TheCompany supplies these cable to suppliers in India and also export outside the Indiamajorly in United Arab Emirates and Nigeria.
This plant is located at E-424 RIICO Industrial Area ChopankiBhiwadi Dist. Alwar Rajasthan- 301017.
Plant-2: Wire Rod Plant
In this we plant deal in products such as wire rods wires ingots andcathode made up from metals like copper aluminum lead zinc etc. This plant is locatedat Plot No. G-1-663 RIICO Industrial Area Bhiwadi Alwar- 301019 Rajasthan.
Presently manufacturing in this plant is suspended due to low profitmargin in manufacturing.
Hotel: Hotel business is the second section in which our companycarries on its business operations. As of now we have only one hotel in the name andstyle of Hotel Bonlon Inn situated at 7A/39 WEA Channa Market Karol Bagh New Delhi-110005 having 22 keys.
Change in Business Activities during the year: During the F.Y.2021-22 the Company has bought the above mentioned cable manufacturing plant.
FINANCIAL PERFORMANCE REVIEW
The Company's total revenue stood at Rs. 38906.72 Lakhs as at 31stMarch 2022 as compared to Rs. 13839.81 Lakhs as at 31st March 2021.
Your directors hoping the good business performance in the comingyears.
Despite stiff competition in market the buyers show preference to yourcompany's product for its quality and timely delivery and hence your Directors areconfident of achieving better working results in the coming years.
RESERVES & SURPLUS
The Company's Reserve & Surplus in the year 2022 is Rs.6081.63 Lakhs as compared to the previous year it was Rs. 5867.64 Lakhs.
No Profit transferred to any specific reserve created but transferredto general reserves.
The Board of Directors has not recommended any dividend on the ShareCapital of the Company for the period ended 31st March 2022 considering the current cashflow position of the Company and future funds requirement for growth of business.
During the year under review your Company did not accept any depositsin terms of Section 73 of the Companies Act 2013 read with the Companies (Acceptance ofDeposit) Rules 2014.
LISTING ON STOCK EXCHANGES
Your Company is listed in BSE Limited (SME Platform).
The Company was listed on BSE Limited (SME Platform) vide BSE Noticeno. 20200710-38 dated 10th July 2020 effective from 13th July 2020.
Presently the Company is in process of Migration on the Main Board ofSME Limited. The Company has taken the approval of shareholders through Postal Ballotregarding Migration.
CASH FLOW STATEMENT:
In conformity with the provisions of Regulation 34(2)(C) of SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015 and requirements ofCompanies Act the Cash flow Statement for the year ended 31.03.2022 is forming a part ofAnnual Report.
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
No material changes and commitments which could affect theCompany's financial position have occurred between the end of the financial year ofthe Company and the date of this report.
PARTICULARS OF CONTRACTS OR ARRANGEMENT WITH RELATED PARTIES
All transactions of the Company with Related Parties are in theordinary course of business and at arm's length. Information about the transactionswith Related Parties is given in the Corporate Governance Report which forms a part ofthis Annual Report.
The Board of Directors of the Company has seek the approval ofShareholders in ensuing Annual General Meeting for material related party transactionswith M/s B.C. Power Controls Limited M/s Asier Metals Private Limited M/s B2B MetalsPrivate Limited M/s Bon Lon Private Limited M/s Harshit Finvest Private Limited and M/sBon-Lon Securities Limited during the period from conclusion of this 25th Annual GeneralMeeting to the conclusion of 26th Annual General Meeting to be held in year2023.
Form AOC - 2 pursuant to the provisions of Section 134 (3) (h) of theCompanies Act 2013 read with Rule 8 (2) of the Companies (Accounts) Rules 2014 is givenas Annexure- I to this Directors' Report.
PARTICULARS OF LOANS GUARANTEES INVESTMENTS UNDER SECTION 186
Particulars of loans guarantees and investments as on 31st March 2022are given in the Notes to the financial statement.
DISCLOSURE RELATING TO EQUITY SHARES WITH DIFFERENTIAL RIGHTS
The Company has not issued any equity shares with differential rightsduring the year under review and hence no information as per provisions of Rule 4(4) ofthe Companies (Share Capital and Debenture) Rules 2014 has been furnished.
DISCLOSURE RELATING TO SWEAT EQUITY SHARE
The Company has not issued any sweat equity shares during the yearunder review and hence no information as per provisions of Rule 8(13) of the Companies(Share Capital and Debenture) Rules 2014 has been furnished.
DISCLOSURE RELATING TO EMPLOYEE STOCK OPTION SCHEME AND EMPLOYEE STOCKPURCHASE SCHEME
The Company has not issued any employee stock option scheme andemployee stock purchase scheme and hence no information as provisions of Rule 12(9) of theCompanies (Share Capital and Debenture) Rules 2014 and SEBI (Employee Share BasedEmployee Benefits) Regulations 2014 has been furnished.
DISCLOSURES IN RESPECT OF VOTING RIGHTS NOT DIRECTLY EXERCISED BYEMPLOYEES
There are no shares held by trustees for the benefit of employeestherefore no disclosure under Rule 16(4) of the Companies (Share Capital and Debentures)Rules 2014 has been furnished.
MATTERS RELATED TO DIRECTORS AND KEY MANAGERIAL PERSONNEL Directors
As on 31st March 2022 your Board comprises of 06 Directors whichincludes 01 Managing Director 01 Whole Time Director 01 Non- Executive Directors and 03Independent Directors.
During the F.Y. 2021-22 the Board of Directors had appointed Mr. AnilKumar Jain as Additional Independent Director in Board Meeting held on 30.06.2021 who wasfurther regularized by the shareholders of the Company in 24th Annual GeneralMeeting held on 30th September 2021.
In terms of the provisions Section 152 of the Companies Act 2013 readwith the Articles of Association of the Company Mr. Arun Kumar Jain Director of theCompany is liable to retires by rotation at the ensuing 25th Annual GeneralMeeting and being eligible offered him-self for reappointment.
After the closing of F.Y. 202-22 Mr. Parveen Kumar Jain has resignedfrom the Independent Directorship of the Company and the Board has appointed Mr. VineetGarg as Additional Independent Director in Board Meeting held on 14.07.2022 who wasfurther regularized by the Shareholders of the Company through Postal Ballot on 18.08.2022for a period of 5 Years starting from 14.07.2022 to 13.07.2027.
Declarations By Independent Directors
Pursuant to the provisions of sub-section (7) of Section 149 of theCompanies Act 2013 the Company has received individual declarations from all theIndependent Directors confirming that they fulfill the criteria of independence asspecified in Section 149(6) of the Companies Act 2013.
Key Managerial Personnel
In compliance with the requirements of Section 203 of the CompaniesAct 2013 following are the Key Managerial Personnel of the Company:
| Mr. Raj Jain ||- Chairman and Managing Director |
| Mr. Arun Kumar Jain ||- Whole Time Director |
| Mr. Ankit Gupta ||- Chief Financial Officer |
| Mr. Naveen Kumar ||- Company Secretary & Compliance Officer |
POLICY ON DIRECTORS' APPOINTMENT AND POLICY ON REMUNERATION
Pursuant to Section 134(3)(e) and Section 178(3) of the Companies Act2013 the Policy on appointment of Board members including criteria for determiningqualifications positive attributes independence of a Director and the Policy onremuneration of Directors KMP and other employees is forming a part of CorporateGovernance Report.
It is thereby affirmed that remuneration paid to the Directors KeyManagement Personnel and other employees is as per the Remuneration Policy of the Company.
NUMBER OF MEETINGS OF BOARD AND COMMITTEE OF BOARD OF DIRECTORS
MEETINGS OF BOARD OF DIRECTORS
The Board of Directors met 08 times during the financial year endedMarch 31 2022 in accordance with the provisions of the Companies Act 2013 and rules madethereunder. Directors of the Company actively participated in the meetings and contributedvaluable inputs on the matters brought before the Board of Directors from time to time.
Additionally during the financial year ended March 30 2022 theIndependent Directors held a separate meeting in compliance with the requirements ofSchedule IV of the Companies Act 2013.
The Audit Committee met 05 times during the financial year ended March31 2022. The nomination and remuneration committee met 02 times during the financial yearended March 31 2022. The Shareholders Grievances Committee met 04 times during thefinancial year ended March 31 2022 and Corporate Social Committee met 02 times during thefinancial year ended March 31 2022. Members of the Committees discussed the matter placedand contributed valuable inputs on the matters brought before.
DIRECTOR'S RESPONSIBILITY STATEMENT
In terms of Section 134(5) of the Companies Act 2013 in relation tothe audited financial statements of the Company for the year ended March 31 2022 theBoard of Directors hereby confirms that:
1. In the preparation of the annual accounts the applicableaccounting standards had been followed along with proper explanation relating to materialdepartures;
2. The Directors had selected such accounting policies have beenselected and applied consistently and the Directors made judgments and estimates that arereasonable and prudent so as to give a true and fair view of the state of affairs of theCompany as on March 31 2022 and of the profits of the Company for the year ended on thatdate;
3. The Directors had taken proper and sufficient care was taken forthe maintenance of adequate accounting records in accordance with the provisions of theCompanies Act 2013 for safeguarding the assets of the Company and for preventing anddetecting fraud and other irregularities;
4. The Directors has prepared annual accounts of the Company havebeen prepared on a going concern basis;
5. The Directors had laid down internal financial controls havebeen laid down to be followed by the Company and that such internal financial controls areadequate and were operating effectively;
6. The Directors had devised proper systems have been devised toensure compliance with the provisions of all applicable laws and that such systems wereadequate and operating effectively.
An Audit Committee is in existence in accordance with the provisions ofSection 177 of the Companies Act 2013. Kindly refer to the section on CorporateGovernance under the head Audit Committee' for matters relating toconstitution meetings and functions of the Committee.
NOMINATION AND REMUNERATION COMMITTEE
The Company has constituted a Nomination and Remuneration Committee andformulated the criteria for determining the qualification positive attributes andindependence of a Director (the Criteria). The Nomination and Remuneration Committee hasrecommended to the Board a policy relating to the remuneration for Directors KeyManagerial Personnel and other employees as required under Section 178 (1) of theCompanies Act 2013.
Kindly refer section on Corporate Governance under the headNomination and Remuneration Committee' for matters relating to constitutionmeetings functions of the Committee and the remuneration policy formulated by thisCommittee.
PERFORMANCE EVALUATION OF THE BOARD ITS COMMITTEES AND INDIVIDUALDIRECTORS
Pursuant to applicable provisions of the Companies Act 2013 and theListing Agreement with Stock Exchanges the Board in consultation with its Nomination& Remuneration Committee has formulated a framework containing inter-alia thecriteria for performance evaluation of the entire Board of the Company its Committees andIndividual Directors including Independent Directors.
A structured questionnaire has been prepared covering various aspectsof the functioning of the Board and its Committee such as adequacy of the constitutionand composition of the Board and its Committees matters addressed in the Board andCommittee meetings processes followed at the meeting Board's focus regulatorycompliances and Corporate Governance etc.
Similarly for evaluation of Individual Director's performancethe questionnaire covers various aspects like his/ her profile contribution in Board andCommittee meetings execution and performance of specific duties obligations regulatorycompliances and governance etc. Board members had submitted their response on a scale of5 (excellent) - 1 (poor) for evaluating the entire Board respective Committees of whichthey are members and of their peer Board members including Chairman of the Board. TheIndependent Directors had met separately without the presence of NonIndependent Directorsand the members of management and discussed inter-alia the performance of nonIndependent Directors and Board as a whole and the performance of the Chairman of theCompany after taking into consideration the views of executive and Non-ExecutiveDirectors.
The Nomination and Remuneration Committee has also carried outevaluation of every Director's performance.
The performance evaluation of all the Independent Directors have beendone by the entire Board excluding the Director being evaluated. On the basis ofperformance evaluation done by the Board it shall be determined whether to extend orcontinue their term of appointment whenever the respective term expires.
The Directors expressed their satisfaction with the evaluation process.
CORPORATE SOCIAL RESPONSIBILITY COMMITTEE
Your Company has always been undertaking CSR activities on asignificant scale upholding the belief that Corporates have a special and continuingresponsibility towards social development.
The vision of Bonlon Industries Limited CSR activities to makesustainable impact on the human development of underserved communities through initiativesin Education Health and Livelihoods has been formally codified with the constitution of adedicated Corporate Social Responsibility Committee of the Board as per of section 135 ofthe Companies Act 2013 and Rules framed thereunder. The CSR Committee of the Companyhelps the Company to frame monitor and execute the CSR activities of the Company. TheCommittee defines the parameters and observes them for effective discharge of the socialresponsibility of your Company. The CSR Policy of your Company outlines the Company'sphilosophy & the mechanism for undertaking socially useful programmes for welfare& sustainable development of the community at large as part of its duties as aresponsible corporate citizen. Details regarding the constitution roles and functions ofthe Corporate Social Responsibility Committee are given in the Report on CorporateGovernance. Further the Board of Directors of your Company has also adopted the CSRPolicy of the Company as approved by the Corporate Social Responsibility Committee whichis also available on the website of the Company at www.bcpowercontrols.com.
During the year the Committee monitored the implementation andadherence to the CSR policy. The CSR policy provides a constructive framework to reviewand organize our social outreach programs in the areas of education health andlivelihood. The policy enables a deeper understanding of outcome-focused socialdevelopment through diverse collaborations. During the Financial Year 2021-22 the Companyhas spent Rs. 1250000/- for the obligations of F.Y. 2020-21. The report on CSRactivities of the Company is attached as Annexure- II'.
OTHER BOARD COMMITTEES
For details of other board committees viz. Shareholders/ InvestorsGrievance Committee kindly refer to the section on Corporate Governance.
VIGIL MECHANISM FOR THE DIRECTORS AND EMPLOYEES
The Company has established a vigil mechanism through a Whistle BlowerPolicy where Directors and employees can voice their genuine concerns or grievances aboutany unethical or unacceptable business practice. A whistle-blowing mechanism not onlyhelps the Company in detection of fraud but is also used as a corporate governance toolleading to prevention and deterrence of misconduct.
It provides direct access to the employees of the Company to approachthe Compliance Officer or the Chairman of the Audit Committee where necessary. TheCompany ensures that genuine Whistle Blowers are accorded complete protection from anykind of unfair treatment or victimization.
The Whistle Blower Policy is disclosed on the website of the Company atwww.bonlonindustries.com.
RISK MANAGEMENT POLICY
The Board of Directors of the Company has formulated a Risk ManagementPolicy which aims at enhancing shareholders' value and providing an optimum riskreward thereof. The risk management approach is based on a clear understanding of thevariety of risks that the organization faces disciplined risk monitoring and measurementand continuous risk assessment and mitigation measures.
INTERNAL FINANCIAL CONTROLS
The Company has in place adequate internal financial controls relatedto financial statement. During the year such controls were tested and no reportablematerial weaknesses were observed for inefficiency or inadequacy of such controls. Some ofthe controls are outlined below:
The Company has adopted accounting policies which are in linewith the Accounting Standards and other applicable provisions of the Companies Act 2013;
Changes in polices if any are approved by the Audit Committeein consultation with the Auditors;
In preparing the financial statement judgment and estimateshave been made based on sound policies. The basis of such judgments and estimates areapproved by the Auditors and the Audit Committee;
PARTICULARS OF EMPLOYEES AND REMUNERATION
Your directors appreciate the significant contribution made by theemployees to the operations of your Company during the period.
The information required on particulars of employees as per Section197(12) of the Companies Act 2013 and Rule 5 of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 is given in a separate Annexure- IIIto this Directors' Report.
As per the provisions contained in the proviso to Section 136(1) of theCompanies Act 2013 the some of the aforesaid particulars are not being sent as a part ofthis Annual Report. Any Member interested in obtaining a copy of the same may write to theCompany Secretary at the registered office of the Company.
OBLIGATION OF COMPANY UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE(PREVENTION PROHIBITION AND REDRESSAL) ACT 2013
In order to prevent sexual harassment of women at work place a new actThe Sexual Harassment of Women at Workplace (Prevention Prohibition and Redressal) Act2013 has been notified on 9th December 2013. Under the said Act every company is requiredto set up an Internal Complaints Committee to look into complaints relating to sexualharassment at work place of any women employee.
The Company has not received any complaint of harassment till date.
As required pursuant to section 92(3) of the Companies Act 2013 andrule 12(1) of the Companies (Management and Administration) Rules 2014 a draft annualreturn in MGT 7 is placed on website of the Company and a link of the website where AnnualReturn is placed is http://bonlonindustries.com/.
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGEEARNINGS AND OUTGO
The particulars as required under the provisions of Section 134(3) (m)of the Companies Act 2013 read with Rule 8 of the Companies (Accounts) Rules 2014 inrespect of conservation of energy and technology absorption have not been furnishedconsidering the nature of activities undertaken by the Company during the year underreview.
Foreign Exchange Inflow: Rs. 1218.78 Lakh
Foreign Exchange Outflow: Rs. 3736.97 Lakh
A report on Corporate Governance and the certificate from theSecretarial Auditor regarding compliance with the conditions of Corporate Governance havebeen furnished in the Annual Report and form a part of the Annual Report.
MANAGEMENT AND DISCUSSION AND ANALYSIS REPORT
The Management Discussion and Analysis report has been separatelyfurnished in the Annual Report and forms a part of the Annual Report.
M/s. Gaur & Associates Chartered Accountants the StatutoryAuditors of the Company were appointed as Statutory Auditor of Company in 22nd AnnualGeneral Meeting held on 30.09.2019 for a period of 5 year upto the conclusion of the 27thAnnual General Meeting of the Company to be held in year 2024.
The Audit Report given by M/s Gaur & Associates for the FinancialYear 2021-22 forming part of this Annual Report.
The Reports of Statutory Auditor do not contain any qualificationreservation or adverse remarks. During the year the Statutory Auditors have not reportedany matter under Section 143 (12) therefore no detail is required to be disclosed underthe applicable provisions of the Act.
The Board of Directors had appointed M/s Bansal Vikas & AssociatesCompany Secretaries as Secretarial Auditor of the Company for the Financial Year 2021-22in their meeting held on 03.09.2021. But M/s Bansal Vikas 8s Associates has resignedw.e.f. 30th May 2022 due to non-registration as Peer Reviewed firm.
Then the Board of Directors in their meeting held on 30thmay 2022 appointed M/s Dabas S Co. Company Secretaries as Secretarial Auditor of theCompany to Conduct the Secretarial Audit under Section 204 of the Companies Act 2013 forthe Financial Year ended on 31st March 2022.
Therefore as required under provisions of Section 204 of the CompaniesAct 2013 the report in respect of the Secretarial Audit carried out by M/s Dabas S Co.Company Secretaries in Form MR-3 for the F.Y. 2021-22 is attached as Annexure-IV' which forms part of this Report.
The Reports of Secretarial Auditor do not contain any qualificationreservation or adverse remarks. Therefore no detail is required to be disclosed under theapplicable provisions of the Act.
M/s Shyam Goel & Associates Chartered Accountants performed theduties of internal auditors of the Company during the F.Y. 2021-22 and their report wasreviewed by the audit committee from time to time.
Pursuant to the provisions of Section 148 and all other applicableprovisions of the Companies Act 2013 and the Companies (Audit and Auditors) Rules 2014the Board of Directors had appointed M/s Goyal Goyal & Associates Cost Accountants(Firm Registration No. 000100) Cost Accountants as Cost Auditors of the Company for theFinancial Year 2022-2023 at a remuneration of Rs. 60000/- (Rupees Sixty Thousand only)plus Goods and Service Tax on recommendation of the Audit Committee. The remuneration ofthe Cost Auditor shall be ratified by the shareholders in ensuing Annual General Meeting.
ACKNOWLEDGEMENTS AND APPRECIATION
Your directors take this opportunity to thank the customers suppliersbankers business partners/associates financial institutions and various regulatoryauthorities for their consistent support/encouragement to the Company.
Your directors would also like to thank the Members for reposing theirconfidence and faith in the Company and its Management.
| ||By Order of the Board of Directors |
| ||For Bonlon Industries Limited |
|Date: September 03 2022 || |
|Place: New Delhi ||(Raj Jain) |
| ||Chairman & Managing Director |
| ||DIN: 01018724 |