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Directors Report of BCC Fuba India Ltd.
Mar 31, 2025
Your directors have pleasure in presenting the 39th Annual Report and the Audited Accounts of the Company for the
financial year ended 31st March 2025.
A brief summary of the audited Standalone financial results of the Company for the year ended March 31, 2025, is as
under:
(Figures in Hundreds)
|
S. No |
Particulars |
March 31, 2025 |
March 31, 2024 |
|
1. |
Revenue from operations |
47,06,857.80 |
32,26,385.14 |
|
2. |
Other Income |
23,463.87 |
28,266.91 |
|
3. |
Total Income |
47,30,321.67 |
32,54,652.05 |
|
4. |
Less: Expenditure |
42,07,524.45 |
28,93,973.71 |
|
5. |
Profit / Loss before exceptional items |
5,22,797.22 |
3,60,678.34 |
|
6. |
Exceptional Items |
- |
- |
|
7. |
Profit/(Loss) before tax |
5,22,797.22 |
3,60,678.34 |
|
8. |
Tax Expense Adjustment of tax relating to earlier periods |
86,031.40 59,564.47 3,381.70 |
58,995.43 (76,259.87) 2,321.46 |
|
9. |
Profit/(Loss) for the Year |
3,73,819.65 |
3,75,621.32 |
|
10. |
Other Comprehensive income |
(4,966.09) |
3,680.48 |
|
11. |
Total Comprehensive income |
3,68,853.56 |
3,79,301.80 |
|
12. |
Earnings per Share |
2.41 |
2.48 |
OPERATIONAL HIGHLIGHT
The Company achieved a favorable increase in revenue from operations, rising to INR 47,06,857.80 hundreds from INR
32,26,385.14 hundreds in the previous year, reflecting strong business growth.
During the year under review, the Company earned profits of INR 3,73,819.65 hundreds, compared to INR 3,75,621.32
hundreds in the previous year. The marginal decline in profit is primarily attributable to the creation of a deferred tax
asset in the comparative period, which has now been reduced in the current year. As a result, the earnings per share
(EPS) slightly decreased to INR 2.41 from INR 2.48 in the last financial year.
Despite this accounting adjustment, the financial health of the Company remains sound. The consistent growth in
revenue highlights the Company''s positive momentum, and it continues to pursue strategic initiatives to strengthen its
market position, aiming to deliver sustained value to its shareholders in line with the Company''s overall growth.
RESERVES
Your Directors have not transferred any amount to the credit of the General Reserve of the Company for the year ended
31st March, 2025.
MATERIAL CHANGES AND COMMITMENTS
There were no significant material changes and commitments which have occurred between the end of financial year
of the Company to which the financial statements relates and the date of this report which affects financial position of
the Company.
CONSERVATION OF ENERGY & TECHNOLOGY ABSORPTION
Your Company is doing its best efforts to give high priority to energy conservation by opting for more power efficient
replacements. Particulars of Energy Conservation / Technology Absorption and Foreign Exchange earnings and out go as
per Section 134(3)(m) of Companies Act, 2013 are given as an Annexure-A to this report.
RISK MANAGEMENT
Your Company recognizes that risk is an integral part of business and is committed to managing the risks in a proactive
and efficient manner. Your Company periodically assesses risks in the internal and external environment.
PARTICULARS OF EMPLOYEES
In terms of the provisions of Section 197 (12) of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014, a statement showing the remuneration and other details is
being annexed to this report as Annexure-B.
DIVIDEND
The Board of Directors has chosen not to recommend the distribution of a dividend to shareholders at this time. This
decision is driven by a strategic emphasis on conserving the company''s financial resources.
TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND
Your Company did not have any funds lying unpaid or unclaimed for a period of seven years. Therefore, there were no
funds which were required to be transferred to Investor Education and Protection Fund (IEPF).
ANNUAL RETURN
In terms of the provisions of section 92(3) of the Companies Act, 2013 read with Companies (Amendment) Act 2017
and the relevant rules made thereunder, a copy of the Annual Return as prescribed under Section 92 of the Companies
Act, 2013 as amended shall be made available at the website of the Company www.bccfuba.com under the investor
relations tab on the website of the Company.
CODE OF CONDUCT AS PER SEBI (LODR) REGULATIONS, 2015
The Board of Directors has laid down The Amended Code of Conduct for all Board Members and Senior Management
Personnel as per Regulation 17(5) of SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015 of the
Company. Additionally, all Independent Directors of the company shall be bound by duties of Independent Directors as
set out in Companies Act, 2013 to be read with SEBI Listing Regulations, 2015.
All Board Members, Key Managerial Personnel and Senior Management Personnel have affiirmed compliance with the
Code of Conduct.
CODE OF CONDUCT AS PER SEBI (PREVENTION OF INSIDER TRADING) REGULATIONS, 2015
The Board of Directors has laid down the Code of Practices and Procedures for Fair Disclosures of Unpublished Price
Sensitive Information as per Regulation 8(1) of SEBI (Prevention of Insider Trading) Regulations, 2015 & Code of Conduct
to Regulate, Monitor and Report trading by the Designated Persons as per Regulation 9(1) of SEBI (Prevention of Insider
Trading) Regulations, 2015 at their meeting held on 8th March, 2021 with reference to Regulation 32 of SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015, the disclosure of Statement of Deviation(s) or Variation(s)
as per the said regulation is not applicable to the Company, as company has not raised any fund by way of public issue,
Right issue and or Preferential issue of equity shares, during the year under review.
DIRECTORS
Your Company is managed and controlled by a Board comprising of an optimum blend of Executive and Non-Executive
Directors. The Chairperson of the Board is a Non-Executive Independent Director. As on March 31, 2025, the Board
of Directors comprised of One (1) Executive Director and Five (5) Directors which are Non-executive Directors, out of
which Two (2) are Independent Directors(including one Woman Director) and Three Non-Executive Non-Independent
Directors(including two Women Directors). Further in addition to the above-mentioned Directors as on March 31, 2025,
the Company also had a Chief Executive Officer (CEO) and a Chief Financial Officer (CFO). The composition of the Board
is in conformity with Regulation 17 of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 and
the relevant provisions of the Companies Act, 2013. All the Directors possess requisite qualifications and experience in
general corporate management, operations, technical expertise, strategy, governance, finance, banking and other allied
fields which enable them to contribute effectively to the Company in their capacity as Directors of the Company.
The Company has appointed Mr Ritesh Kumar Kapoor (DIN: 10844158) as Non-Executive Independent Director on the
Board of the Company with effect from 21.11.2024 and resigned with effect from 17.02.2025.
Mr. Vishal Tayal has resigned with effect from 31-07-2024, Mr. Hari Datt Jangid has resigned with effect from 06-12-2024
and Mrs Mona Tayal has resigned with effect from 12-02-2025.
The Independent Directors of your Company have given the certificate of independence to your Company stating that
they meet the criteria of independence as mentioned under Section149(6) of the Companies Act, 2013.
The policy on Director''s appointment and remuneration including criteria for determining qualifications, positive
attributes, independence of Director, and also remuneration for Key Managerial Personnel and other employees is
stated on website of the Company i.e. www.bccfuba.com.
RETIREMENT BY ROTATION
Pursuant to Section 149(13) of the Companies Act, 2013, the Independent Directors are not liable to retire by rotation.
Further Section 152(6) of the Companies Act, 2013 stipulates that 2/3rd of the total number of directors of the public
company should be liable to retire by rotation and out of such directors, 1/3rd should retire by rotation at every Annual
General meeting of the Company. To meet the requirement of provisions of Section 152(6) of the Companies Act, 2013
Mrs. Alka Gupta (DIN: 00338242) Director will be retiring by rotation at the ensuing Annual General Meeting and being
eligible, offers herself for re-appointment. The Board recommends her re-appointment to the Board of Directors the
Company at the ensuing Annual General Meeting.
CHANGES IN KMP
Mr. Dinesh Kumar Yadav has resigned as Company Secretary & Compliance Officer with effect from 18.03.2025.
CAPITAL STRUCTURE
During the year under review, the Share Capital of your company hasn''t changed. The Company has not issued any
shares during the year ended March 31, 2025. As on 31st March 2025, the Authorized Share Capital of the Company was
Rs. 20,00,00,000/- consisting of 2,00,00,000 Equity Shares of Rs. 10/- each. The Paid-up Share Capital of the Company as
on 31st March 2025 was Rs. 15,31,00,500/- consisting of 1,53,10,050 Equity Shares of Rs. 10/- each and during the year
under report, your company has not issued any shares under any employee stock options schemes, sweat equity shares
or any equity shares with differential rights- as to dividend, voting or otherwise. Further, the Company has not bought
back its own securities, during the year under report.
FUTURE PLANS OF RENOVATION/EXPANSION
Bearing in mind the burgeoning demand for products and marketing strength of "THE BRAND FUBA'' as well as the
positive economy ahead, the Company is gearing itself to meet future demand growth. The Company is in the process of
renovating its plant for maximum utilization of the manufacturing capacity of the plant and is working towards capacity
expansion and technology upgradation by way of induction and installation of new machinery.
AUDITORS REPORT
The observations of the auditors are self-explanatory and therefore, do not call for any further comments.
[A] STATUTORY AUDITORS
M/s Bhagi BhardwajGaur & Co. Chartered Accountants (FRN 007895N) having their office at 2952-53/2,
Sangtrashan, Paharaganj, New Delhi-110055, who have given their consent to be appointed as the Statutory
Auditors of the Company are hereby appointed as the Statutory Auditors of the Company who shall hold the office
of the Statutory Auditors of the Company from the period commencing from 37th Annual General Meeting till the
conclusion of 41th Annual General Meeting of the Company.
[B] INTERNAL AUDITORS
Pursuant to the provision of Section 138 of the Companies Act, 2013, The Board of Directors at their meeting held
on 23.05.2025 had appointed Vimal Jain & Associates as the Internal Auditor of the Company. The Internal Auditor
submits a "Quarterly Report" to the Audit Committee for its review.
The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations.
The scope and authority of the Internal Audit function is defined by the Audit Committee and delegated to Internal
Auditor to maintain its objectivity and independence. The Internal Auditor reports to the Chairperson of the Audit
Committee and to the chairperson of the board.
The Internal Auditor monitors and evaluates the efficacy and adequacy of internal control system in the company,
its compliance with operating systems, accounting procedures and policies at all locations of the Company and
promptly informed the management on the lacking as and when required.
[C] SECRETARIAL AUDITORS
Pursuant to the provisions of Section 179 and 204 of the Companies Act, 2013 read with the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, M/s. Pankhuri Mathur & Associates,
Company Secretaries, a firm of practicing company secretaries was appointed as Secretarial Auditor to conduct the
secretarial audit of the Company for the financial year ended 2024-25.
Pankhuri Mathur, Secretarial Auditor has given the Secretarial Audit Report in Form No. MR-3 and the same has
been annexed to the Board''s Report and marked as "Annexure-C". The secretarial audit report does not contain any
qualification, reservation, adverse remark or disclaimer and is self-explanatory.
The Secretarial audit report confirms that the Company has complied with all the relevant provisions of the
Companies Act, 2013, SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and other
necessary compliances under various Acts, so far as applicable to the Company. The report does not contain any
qualifications, reservation or adverse remark.
Observations in the report are on the basis of facts and are self-explanatory.
SUBSIDIARIES, JOINT VENTURES OR ASSOCIATES
The Company do not have any subsidiary, joint ventures or associates. Therefore, statement containing the salient
features of financial statements of the Company''s subsidiary in Form AOC-1 is not applicable.
PUBLIC DEPOSIT
During the year under review, your Company has not accepted/renewed any public deposits under Section 73 of the Act
read with Companies (Acceptance of Deposits) Rules, 2014.
INSURANCE
All the insurable interests of your Company including inventories, buildings, plant and machinery and public liabilities
under legislative enactments are adequately insured.
CORPORATE GOVERNANCE
Your Company has ensured continued compliance of Corporate Governance requirements during the period under
review. Your Company lays strong emphasis on transparency, disclosure and independent supervision to increase various
stakeholders'' value. As required by the provisions vis-a-vis compliance of corporate governance requirements of SEBI
(Listing obligations and Disclosure Requirements) Regulations, 2015, the reports on Management Discussion and
Analysis, Corporate Governance as well as the certificate regarding compliance of conditions of corporate governance,
are annexed and form an integral part of this report. Further, the Company regularly submits the quarterly corporate
governance compliance report to the BSE and also uploads the same on its website.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS
As on March 31, 2025, there were no outstanding loans or guarantees covered under the provisions of Section 186 of
the Act. The details of changes in the Loans, Guarantees and Investments covered under the provisions of Section 186
of the Act are given in the notes to the Financial Statements.
BOARD EVALUATION
Pursuant to the provisions of the Companies Act, 2013, Listing Agreement and SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 the Company has devised a Policy for performance evaluation of Independent
Directors, Board, Committees and other individual Directors which include criteria for performance evaluation of the
Non-Executive Directors and Executive Directors. The Board has carried out an annual evaluation of its own performance,
the individual Directors (including the Chairperson) as well as an evaluation of the working of all Board Committees.
The Board of Directors was assisted by the Nomination and Remuneration Committee. Some of the performance
indicators based on which evaluation takes place are experience, expertise, knowledge and skills required for achieving
strategy and for implementation of best governance practices which ultimately contributes to the growth of the
Company in compliances with all policies of the Company.
COMPOSITION OF COMMITTEES
A] Audit Committee
Audit Committee had been duly constituted by the Board of Directors of the Company as per the terms of the
provisions of Section 177 of the Companies Act, 2013 read with the Rules framed thereunder and Regulation 18
of the Listing Regulations. The terms of reference of the Audit Committee has been approved by the Board of
Directors. Composition of the Audit Committee, number of meetings held during the year under review, brief terms
of reference and other details have been provided in the Corporate Governance Report which forms part of this
Annual Report.
During the year under review, the Composition of Audit Committee comprises two (2) Independent Directors and
one (1) Non-Executive Director and Mr. Chandar Vir Singh Juneja was Chairperson of the Committee, Mr. Anurag
Gupta and Mrs. Richa Bansali, were the Members of the Audit Committee.
B] Nomination & Remuneration Committee
Nomination & Remuneration Committee had been duly constituted by the Board of Directors of the Company as
per the terms of the provisions of Section 178 of the Companies Act, 2013 read with the Rules framed thereunder
and Regulation 19 of the Listing Regulations. The terms of reference of the Nomination & Remuneration Committee
have been approved by the Board of Directors. Composition of the Nomination & Remuneration Committee,
number of meetings held during the year under review, brief terms of reference and other details have been
provided in the Corporate Governance Report which forms part of this Annual Report.
During the year under review, the Nomination & Remuneration Committee comprises two (2) Independent Directors
and one (1) Non-Executive Director and Mrs. Richa Bansali, Independent Director of the Company became the
Chairperson of the Committee and Mr. Anurag Gupta and Mr. Chandar Vir Singh Juneja were the Members of the
Committee.
C] Stakeholder Relationship Committee
During the year under review, the Stakeholder Relationship Committee comprises two (2) Independent Directors
and one (1) Non-Executive Director which includes Mr. Anurag Gupta as the Chairperson of the Committee and
Mr. Chandar Vir Singh Juneja and Mrs. Richa Bhansali as the Members of the Committee, number of meetings
held during the year under review, brief terms of reference and other details have been provided in the Corporate
Governance Report which forms part of this Annual Report.
NOMINATION & REMUNERATION POLICY
The Board has, on the recommendation of the Nomination & Remuneration Committee framed a policy for selection
and appointment of Directors, Senior Management and their remuneration. The Nomination & Remuneration Policy is
stated on website of the Company i.e. www.bccfuba.com .
FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS
The Company has framed Familiarization Programme for Independent Directors pursuant to Listing Agreement and
SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and uploaded the same on the website of the
Company. The web link to access the aforesaid programme is www.bccfuba.com.
MEETINGS
During the financial year ended on March 31, 2025, 05 (Five) Board Meetings were held on May 23, 2024, August 09,
2024, September 11, 2024, November 13, 2024, January 27, 2025. Further, details of the meetings of the Board and its
Committees are given in the Corporate Governance Report, which forms part of the Annual Report and the intervening
gap between meetings were within the period prescribed under the Companies Act, 2013 and SEBI (Listing Obligations
and Disclosure Requirements) Regulation 2015. The necessary quorum was present for all the meetings.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
As stipulated under Regulation 34 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the
Management Discussion and Analysis Report is enclosed as a separate part of this report.
CORPORATE SOCIAL RESPONSIBILITY
The Company does not qualify under the criteria as prescribed to adopt the corporate social responsibility.
DIRECTORS'' RESPONSIBILITY STATEMENT
Pursuant to Section 134 of the Act, the Directors state that
a) In the preparation of the annual accounts for the year ended March 31, 2025, the applicable accounting standards
have been followed and there are no material departures from the same.
b) The Directors have selected such accounting policies and applied them consistently and made judgments and
estimates that are reasonable and prudent, so as to give a true and fair view of the state of affairs of the Company
at the end of the financial year as on March 31, 2025 and of the profit of the Company for that period.
c) The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in
accordance with the provisions of the Companies Act, 2013, for safeguarding the assets of the Company and for
preventing and detecting fraud and other irregularities.
d) The Directors have prepared the annual accounts on a going concern basis.
e) The Directors have laid down internal financial controls to be followed by the Company and that such internal
financial controls are adequate and were operating effectively; and
f) The Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that
such systems were adequate and operating effectively.
CONTRACTS/ARRANGEMENTS WITH RELATED PARTIES
All Related Party Transactions entered during the year were in Ordinary Course of the Business and on Arm''s Length
basis.
No Material Related Party Transactions, i.e. transactions exceeding ten percent of the annual consolidated turnover as
per the last audited financial statements, were entered during the year by your Company. Accordingly, the disclosure
of Related Party Transactions as required under Section 134 (3)(h) of the Companies Act, 2013 in Form AOC 2 is not
applicable.
DECLARATION BY INDEPENDENT DIRECTORS
The Company has received necessary declarations u/s 149(7) of the Companies Act, 2013 from Independent Directors
confirming they meet the criteria of independence as prescribed under Companies Act, 2013 and Regulation 25 of SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015.
SIGNIFICANT /MATERIAL ORDERS PASSED BY THE REGULATORS
There are no significant/material orders passed by the Regulators or Courts or Tribunals impacting the going concern
status of your Company and its operations in future.
INTERNAL FINANCIAL CONTROLS
Your Company has put in place adequate internal financial controls with reference to the financial statements.
Your Company has adopted accounting policies which are in line with the applicable Accounting Standards that continue
to apply under Section 133 and other applicable provisions, if any, of the Companies Act, 2013 read with Rule 7 of the
Companies (Accounts) Rules, 2014 and relevant provisions of the Companies Act, 2013, to the extent applicable. Your
Company, in preparing its financial statements makes judgments and estimates based on sound policies.
REPORTING OF FRAUDS
There was no instance of fraud during the year under review, which requires the Statutory Auditors to report to the
Audit Committee and / or Board under Section 143(12) of the Companies Act, 2013 and rules framed thereunder.
SECRETARIAL STANDARDS
The Board of Directors of the Company state that, during the year under review the applicable Secretarial Standards,
relating to Board Meetings and General Meetings respectively have been duly followed by the Company.
ENVIORNMENT & GREEN INITIATIVE
⢠The Company is committed to the environment and the commitment to continuous checks of air and water pollution
at the manufacturing unit shows a dedication to environmental stewardship and compliance with environmental
regulations.
⢠The Company is setting up a drinking water distribution system for the general public reflects a commitment to
social responsibility by providing a basic necessity in the form of clean and cold drinking water to 500 people daily.
⢠The company is focused on maintaining and upkeeping the trade effluent and chemical treatment plant
underscores responsible waste management practices, minimizing environmental impact.
⢠The Company is fully air-conditioned and dust-free which not only contributes to a conducive working environment
but also aligns with sustainability goals by potentially reducing airborne pollutants.
LISTING ON STOCK EXCHANGES
The Equity shares of the Company are listed on BSE Limited (BSE) and necessary listing fees have been paid up to date.
OBLIGATION OF COMPANY UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION,
PROHIBITION AND REDRESSAL) ACT, 2013.
The Company has adopted a policy for prevention of sexual harassment at the workplace, in line with the requirements
of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 ("POSH Act").
An Internal Complaints Committee ("ICC") has been duly constituted as per the provisions of the POSH Act to redress
complaints regarding sexual harassment at the workplace.
During the financial year under review, the Company has complied with all the provisions of the POSH Act and the rules
framed thereunder. Further details are as follow:
a. Number of complaints of Sexual Harassment received in the Year: NIL
b. Number of Complaints disposed off during the year: NIL
c Number of cases pending for more than ninety days:NIL
MATERNITY BENEFIT:
The Company affirms that it has duly complied with all provisions of the Maternity Benefit Act, 1961, and has extended
all statutory benefits to eligible women employees during the year.
PROCEEDINGS PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CQDE.2016
During the year under review, there were no applications made or proceedings pending in the name of Company under
the Insolvency And Bankruptcy Code, 2016.
DIFFERENCE IN VALUATION
The Company has not made any one-time settlement for loans taken from the Banks or Financial Institutions, and hence
the details of difference between amount of the valuation done at the time of one-time settlement and the valuation
done while taking loan from the Banks or Financial Institutions along with the reasons thereof is not applicable.
HUMAN RESOURCES
Your Company treats its "human resources" as one of its most important assets. Your Company continuously invests
in attraction, retention and development of talent on an ongoing basis. A number of programs that provide focused
people''s attention are currently underway. Your Company thrust is on promoting of talent internally through job rotation
and job enlargement.
INDUSTRIAL RELATIONS
During the year under review, your Company enjoyed cordial relationship with workers and employees at all levels.
VIGIL MECHANISM
The Company has established a vigil mechanism, incorporating a whistle blower policy in lines with the Regulation
22 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 in order to protect the interest of the
employees and executives in reporting their grievances in a protected manner. It also provides for the protection
against victimization of directors and employees who avail this mechanism and allows direct communication with
the Chairperson of the Audit Committee, in certain appropriate and exceptional circumstances. The policy on vigil
mechanism may be accessed on the Company''s website www.bccfuba.com.
ACKNOWLEDGEMENT
Your directors take the opportunity to offer thanks to the State Bank of India for their valuable assistance. Your directors
also wish to place on record their deep sense of appreciation for services of the executives, staff and workers of the
Company for smooth operations of the Company.
By Order of the Board
For BCC Fuba India Limited
Anurag Gupta Abhinav Bhardwaj
Director Director
DIN-03629487 DIN-06785065
Date:- 26.05.2025
Place:- New Delhi
Mar 31, 2024
The directors have pleasure in presenting the 38th Annual Report and the Audited Accounts of the Company for the financial year ended 31st March 2024.
A brief summary of the audited Standalone financial results of the Company for the year ended March 31, 2024, is as under:
|
(Figures in Hundreds) |
|||
|
S. No |
Particulars |
March 31, 2024 |
March 31, 2023 |
|
1. |
Revenue from operations |
32,26,385.14 |
28,65,199.16 |
|
2. |
Other Income |
28,266.91 |
32,076.26 |
|
3. |
Total Income |
32,54,652.05 |
28,97,275.42 |
|
4. |
Less: Expenditure |
28,93,973.71 |
26,52,696.68 |
|
5 |
Profit / Loss before exceptional items |
3,60,678.34 |
2,44,578.74 |
|
3. |
Exceptional Items |
- |
- |
|
4. |
Profit/(Loss) before tax |
3,60,678.34 |
2,44,578.74 |
|
5. |
Tax Expense |
||
|
Current Tax |
58,995.43 |
35,825.74 |
|
|
Deferred Tax |
(76,259.87) |
21,363.11) |
|
|
Adjustment of tax relating to earlier periods |
2,321.46 |
- |
|
|
6. |
Profit/(Loss) for the Year |
3,75,621.32 |
2,30,116.11 |
|
7. |
Other Comprehensive income |
3,680.48 |
(5,097.53) |
|
8. |
Total Comprehensive income |
3,79,301.80 |
2,25,018.58 |
|
9. |
Earnings per Share |
2.48 |
1.47 |
The Company achieved revenue from operations of INR 32,26,385.14 hundred on a standalone basis, compared to INR 28,65,199.16 hundred in the previous year. This represents a growth of 12.60%.
During the year under review, the company earned profits of INR 3,75,621.32 hundreds, compared to INR 2,30,116.11 hundreds in the previous year, reflecting an increase of 63.23%. The earnings per share (EPS) increased to INR 2.48, up from INR 1.47 in the last financial year, representing a growth of approximately 68.7%.
The financial health of the Company shows that our company is doing good and continuingly making efforts to do great and mark its strong presence in the market, so that the members could reap maximum benefits simultaneously with Company growth.
Your Directors have not transferred any amount to the credit of the General Reserve of the Company for the year ended 31st March, 2024.
MATERIAL CHANGES AND COMMITMENTS
There were no significant material changes and commitments which have occurred between the end of financial year of the Company to which the financial statements relates and the date of this report which affects financial position of the Company.
CONSERVATION OF ENERGY & TECHNOLOGY ABSORPTION
Your Company is doing its best efforts to give high priority to energy conservation by opting for more power efficient replacements. Particulars of Energy Conservation / Technology Absorption and Foreign Exchange earnings and out go as per Section 134(3)(m) of Companies Act, 2013 are given as an Annexure-A to this report.
Your Company recognizes that risk is an integral part of business and is committed to managing the risks in a proactive and efficient manner. Your Company periodically assesses risks in the internal and external environment.
In terms of the provisions of Section 197 (12) of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement showing the remuneration and other details is being annexed to this report as Annexure-B.
The Board of Directors has chosen not to recommend the distribution of a dividend to shareholders at this time. This decision is driven by a strategic emphasis on conserving the company''s financial resources.
TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND
Your Company did not have any funds lying unpaid or unclaimed for a period of seven years. Therefore, there were no funds which were required to be transferred to Investor Education and Protection Fund (IEPF).
As required under Section 134(3)(a) of the Act, the Annual Return for the financial year ended on 31st March 2024 in Form MGT-7 pursuant to Section 92(3) of the Companies Act, 2013 and Rule 12(1) of the Companies (Management and Administration) Rules, 2014 is put on the Company''s website and can be accessed at www.bccfuba.com .
CODE OF CONDUCT AS PER SEBI (LODR) REGULATIONS, 2015
The Board of Directors has laid down The Amended Code of Conduct for all Board Members and Senior Management Personnel as per Regulation 17(5) of SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015 of the Company. Additionally, all Independent Directors of the company shall be bound by duties of Independent Directors as set out in Companies Act, 2013 to be read with SEBI Listing Regulations, 2015.
All Board Members, Key Managerial Personnel and Senior Management Personnel have affirmed compliance with the Code of Conduct.
CODE OF CONDUCT AS PER SEBI (PREVENTION OF INSIDER TRADING) REGULATIONS, 2015
The Board of Directors has laid down the Code of Practices and Procedures for Fair Disclosures of Unpublished Price Sensitive Information as per Regulation 8(1) of SEBI (Prevention of Insider Trading) Regulations, 2015 & Code of Conduct to Regulate, Monitor and Report trading by the Designated Persons as per Regulation 9(1) of SEBI (Prevention of Insider Trading) Regulations, 2015 at their meeting held on 8th March, 2021 with reference to Regulation 32 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the disclosure of Statement of Deviation(s) or Variation(s) as per the said regulation is not applicable to the Company, as company has not raised any fund by way of public issue, Right issue and or Preferential issue of equity shares, during the year under review.
Your Company is managed and controlled by a Board comprising of an optimum blend of Executive and Non-Executive Directors. The Chairman of the Board is a Non-Executive Independent Director. As on March 31, 2024, the Board of Directors comprised of One (1) Executive Director and Eight (8) Directors which are Non-executive Directors, out of which Three (3) are Independent Directors and Four Woman Directors. Further in addition to the above-mentioned Directors as on March 31, 2024, the Company also had a Chief Executive Officer (CEO) and a Chief Financial Officer (CFO). The composition of the Board is in conformity with Regulation 17 of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 and the relevant provisions of the Companies Act, 2013. All the Directors possess requisite qualifications and experience in general corporate management, operations, technical expertise, strategy, governance, finance, banking and other allied fields which enable them to contribute effectively to the Company in their capacity as Directors of the Company.
The Company has appointed Mrs Alka Gupta (DIN:00338242) and Mrs Manju Bhardwaj (01778781) as Non-Executive Directors on the Board of the Company with effect from 09.11.2023.
The Independent Directors of your Company have given the certificate of independence to your Company stating that they meet the criteria of independence as mentioned under Section149(6) of the Companies Act, 2013.
The policy on Director''s appointment and remuneration including criteria for determining qualifications, positive attributes, independence of Director, and also remuneration for Key Managerial Personnel and other employees is stated on website of the Company i.e. www.bccfuba.com.
Pursuant to Section 149(13) of the Companies Act, 2013, the Independent Directors are not liable to retire by rotation. Further Section 152(6) of the Companies Act, 2013 stipulates that 2/3rd of the total number of directors of the public company should be liable to retire by rotation and out of such directors, 1/3rd should retire by rotation at every Annual General meeting of the Company. To meet the requirement of provisions of Section 152(6) of the Companies Act, 2013 Mr Anurag Gupta (DIN: 03629487) and Mrs Mona Tayal (DIN: 08099174) Director will be retiring by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment. The Board recommends his/her re-appointment to the Board of Directors the Company at the ensuing Annual General Meeting.
The Company has appoint Mr. Abhinav Bhardwaj as CEO with effect from 01.08.2023 and Mr. Amit Lohia had resigned from the post of CEO of the Company with effect from 01.08.2023.
During the year under review, the Share Capital of your company hasn''t changed. The Company has not issued any shares during the year ended March 31, 2024. As on 31st March 2024, the Authorized Share Capital of the Company was Rs. 20,00,00,000/- consisting of 2,00,00,000 Equity Shares of Rs. 10/- each. The Paid-up Share Capital of the Company as on 31st March 2024 was Rs. 15,31,00,500/- consisting of 1,53,10,050 Equity Shares of Rs. 10/- each and during the year under report, your Company has not issued any shares under any employee stock options schemes, sweat equity shares or any equity shares with differential rights- as to dividend, voting or otherwise. Further, the Company has not bought back its own securities, during the year under report.
FUTURE PLANS OF RENOVATION/EXPANSION
Bearing in mind the burgeoning demand for products and marketing strength of "THE BRAND FUBA'' as well as the positive economy ahead, the Company is gearing itself to meet future demand growth. The Company is in the process of renovating its plant for maximum utilization of the manufacturing capacity of the plant and is working towards capacity expansion and technology upgradation by way of induction and installation of new machinery.
The observations of the auditors are self-explanatory and therefore, do not call for any further comments.
M/s Bhagi BhardwajGaur & Co. Chartered Accountants (FRN 007895N) having their office at 2952-53/2, Sangtrashan, Paharaganj, New Delhi-110055, who have given their consent to be appointed as the Statutory Auditors of the Company are hereby appointed as the Statutory Auditors of the Company who shall hold the office of the Statutory Auditors of the Company from the period commencing from 37th Annual General Meeting till the conclusion of 41th Annual General Meeting of the Company, subject to the approval of shareholders at 37th Annual General Meeting of the Company.
Pursuant to the provision of Section 138 of the Companies Act, 2013, The Board of Directors at their meeting held on 16.05.2023 had appointed Vimal Jain & Associates as the Internal Auditor of the Company. The Internal Auditor submits a "Quarterly Report" to the Audit Committee for its review.
The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations. The scope and authority of the Internal Audit function is defined by the Audit Committee and delegated to Internal Auditor to maintain its objectivity and independence. The Internal Auditor reports to the Chairperson of the Audit Committee of the Board and to the Chairman/chairperson.
The Internal Auditor monitors and evaluates the efficacy and adequacy of internal control system in the company, its compliance with operating systems, accounting procedures and policies at all locations of the Company and promptly informed the management on the lacking as and when required.
Pursuant to the provisions of Section 179 and 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, M/s. Pankhuri Mathur & Associates, Company Secretaries, a firm of practicing company secretaries was appointed as Secretarial Auditor to conduct the secretarial audit of the Company for the financial year ended 2023-24.
Pankhuri Mathur, Secretarial Auditor has given the Secretarial Audit Report in Form No. MR-3 and the same has been annexed to the Board''s Report and marked as "Annexure-C". The secretarial audit report does not contain any qualification, reservation, adverse remark or disclaimer and is self-explanatory.
The Secretarial audit report confirms that the Company has complied with all the relevant provisions of the Companies Act, 2013, SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and other necessary compliances under various Acts, in so far as applicable to the Company. The report does not contain any qualifications, reservation or adverse remark.
Observations in the report are on the basis of facts and are self-explanatory.
SUBSIDIARIES, JOINT VENTURES OR ASSOCIATES
The Company do not have any subsidiary, joint ventures or associates. Therefore, statement containing the salient features of financial statements of the Company''s subsidiary in Form AOC-1 is not applicable.
During the year under review, your Company has not accepted/renewed any public deposits under Section 73 of the Act read with Companies (Acceptance of Deposits) Rules, 2014.
All the insurable interests of your Company including inventories, buildings, plant and machinery and public liabilities under legislative enactments are adequately insured.
Your Company has ensured continued compliance of Corporate Governance requirements during the period under review. Your Company lays strong emphasis on transparency, disclosure and independent supervision to increase various stakeholders'' value. As required by the provisions vis-a-vis compliance of corporate governance requirements of SEBI (Listing obligations and Disclosure Requirements) Regulations, 2015, the reports on Management Discussion and Analysis, Corporate Governance as well as the certificate regarding compliance of conditions of corporate governance, are annexed and form an integral part of this report. Further, the Company regularly submits the quarterly corporate governance compliance report to the BSE and also uploads the same on its website.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS
As on March 31, 2024, there were no outstanding loans or guarantees covered under the provisions of Section 186 of the Act. The details of changes in the Loans, Guarantees and Investments covered under the provisions of Section 186 of the Act are given in the notes to the Financial Statements.
Pursuant to the provisions of the Companies Act, 2013, Listing Agreement and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 the Company has devised a Policy for performance evaluation of Independent Directors, Board, Committees and other individual Directors which include criteria for performance evaluation of the Non-Executive Directors and Executive Directors. The Board has carried out an annual evaluation of its own performance, the individual Directors (including the Chairman) as well as an evaluation of the working of all Board Committees.
The Board of Directors was assisted by the Nomination and Remuneration Committee. Some of the performance indicators based on which evaluation takes place are experience, expertise, knowledge and skills required for achieving strategy and for implementation of best governance practices which ultimately contributes to the growth of the Company in compliances with all policies of the Company.
COMPOSITION OF COMMITTEESA] Audit Committee
Audit Committee had been duly constituted by the Board of Directors of the Company as per the terms of the provisions of Section 177 of the Companies Act, 2013 read with the Rules framed thereunder and Regulation 18 of the Listing Regulations. The terms of reference of the Audit Committee has been approved by the Board of Directors. Composition of the Audit Committee, number of meetings held during the year under review, brief terms of reference and other details have been provided in the Corporate Governance Report which forms part of this Annual Report.
During the year under review, the Composition of Audit Committee comprises two (2) Independent Directors and one (1) Non-Executive Director and Mr. Chandar Vir Singh Juneja was Chairperson of the Committee, Mr. Anurag Gupta and Mrs. Richa Bhansali, were the Members of the Audit Committee.
B] Nomination & Remuneration Committee
Nomination & Remuneration Committee had been duly constituted by the Board of Directors of the Company as per the terms of the provisions of Section 178 of the Companies Act, 2013 read with the Rules framed thereunder and Regulation 19 of the Listing Regulations. The terms of reference of the Nomination & Remuneration Committee have been approved by the Board of Directors. Composition of the Nomination & Remuneration Committee,
number of meetings held during the year under review, brief terms of reference and other details have been provided in the Corporate Governance Report which forms part of this Annual Report.
During the year under review, the Nomination & Remuneration Committee comprises two (2) Independent Directors and one Non-Executive Director and Mrs. Richa Bhansali, Independent Director of the Company became the Chairperson of the Committee and Mr. Anurag Gupta and Mr. Chandar Vir Singh Juneja were the Members of the Committee.
C] Stakeholder Relationship Committee
During the year under review, the Stakeholder Relationship Committee comprises two (2) Independent Directors and one (1) Non-Executive Director which includes Mr. Anurag Gupta as the Chairperson of the Committee and Mr. Chandar Vir Singh Juneja and Mrs. Richa Bhansali as the Members of the Committee, number of meetings held during the year under review, brief terms of reference and other details have been provided in the Corporate Governance Report which forms part of this Annual Report.
NOMINATION & REMUNERATION POLICY
The Board has, on the recommendation of the Nomination & Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management and their remuneration. The Nomination & Remuneration Policy is stated on website of the Company i.e. www.bccfuba.com .
FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS
The Company has framed Familiarization Programme for Independent Directors pursuant to Listing Agreement and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and uploaded the same on the website of the Company. The web link to access the aforesaid programme is www.bccfuba.com.
During the financial year ended on March 31, 2024, 06 (Six) Board Meetings were held. Further, details of the meetings of the Board and its Committees are given in the Corporate Governance Report, which forms part of the Annual Report and the intervening gap between meetings were within the period prescribed under the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulation 2015. The necessary quorum was present for all the meetings.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
As stipulated under Regulation 34 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Management Discussion and Analysis Report is enclosed as a separate part of this report.
CORPORATE SOCIAL RESPONSIBILITY
The Company does not qualify under the criteria as prescribed to adopt the corporate social responsibility.
DIRECTORS'' RESPONSIBILITY STATEMENT
Pursuant to Section 134 of the Act, the Directors state that
a) In the preparation of the annual accounts for the year ended March 31, 2024, the applicable accounting standards have been followed and there are no material departures from the same.
b) The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent, so as to give a true and fair view of the state of affairs of the Company at the end of the financial year as on 31st March 2024 and of the profit of the Company for that period.
c) The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.
d) The Directors have prepared the annual accounts on a going concern basis.
e) The Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and
f) The Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.
CONTRACTS/ARRANGEMENTS WITH RELATED PARTIES
All Related Party Transactions entered during the year were in Ordinary Course of the Business and on Arm''s Length basis.
No Material Related Party Transactions, i.e. transactions exceeding ten percent of the annual consolidated turnover as per the last audited financial statements, were entered during the year by your Company. Accordingly, the disclosure of Related Party Transactions as required under Section 134 (3)(h) of the Companies Act, 2013 in Form AOC 2 is not applicable.
DECLARATION BY INDEPENDENT DIRECTORS
The Company has received necessary declarations u/s 149(7) of the Companies Act, 2013 from Independent Directors confirming they meet the criteria of independence as prescribed under Companies Act, 2013 and Regulation 25 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
SIGNIFICANT /MATERIAL ORDERS PASSED BY THE REGULATORS
There are no significant/material orders passed by the Regulators or Courts or Tribunals impacting the going concern status of your Company and its operations in future.
Your Company has put in place adequate internal financial controls with reference to the financial statements.
Your Company has adopted accounting policies which are in line with the applicable Accounting Standards that continue to apply under Section 133 and other applicable provisions, if any, of the Companies Act, 2013 read with Rule 7 of the Companies (Accounts) Rules, 2014 and relevant provisions of the Companies Act, 2013, to the extent applicable. Your Company, in preparing its financial statements makes judgments and estimates based on sound policies.
There was no instance of fraud during the year under review, which requires the Statutory Auditors to report to the Audit Committee and / or Board under Section 143(12) of the Companies Act, 2013 and rules framed thereunder.
The Board of Directors of the Company state that, during the year under review the applicable Secretarial Standards, relating to Board Meetings and General Meetings respectively have been duly followed by the Company.
ENVIORNMENT & GREEN INITIATIVE
⢠The Company is committed to the environment and the commitment to continuous checks of air and water pollution
at the manufacturing unit shows a dedication to environmental stewardship and compliance with environmental regulations.
⢠The Company is setting up a drinking water distribution system for the general public reflects a commitment to social responsibility by providing a basic necessity in the form of clean and cold drinking water to 500 people daily.
⢠The company is focus on maintaining and upkeeping the trade effluent and chemical treatment plant underscores responsible waste management practices, minimizing environmental impact.
⢠The Company is fully air-conditioned and dust-free not only contributes to a conducive working environment but also aligns with sustainability goals by potentially reducing airborne pollutants.
The Equity shares of the Company are listed on BSE Limited (BSE) and necessary listing fees have been paid up to date.
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 workplace, New Act named "The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013" has been notified on 9th December 2013. Under the said Act, our Company had constituted an Internal Complaints Committee to look into complaints relating to sexual harassment at workplace of any women employee. During the year under review, the ICC has not received or disposed any complaint relating to sexual harassment at workplace of any women employee.
Your Company treats its "human resources" as one of its most important assets. Your Company continuously invests in attraction, retention and development of talent on an ongoing basis. A number of programs that provide focused people''s attention are currently underway. Your Company thrust is on promoting of talent internally through job rotation and job enlargement.
During the year under review, your Company enjoyed cordial relationship with workers and employees at all levels. VIGIL MECHANISM
The Company has established a vigil mechanism, incorporating a whistle blower policy in lines with the Regulation 22 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 in order to protect the interest of the employees and executives in reporting their grievances in a protected manner. It also provides for the protection against victimization of directors and employees who avail this mechanism and allows direct communication with the Chairperson of the Audit Committee, in certain appropriate and exceptional circumstances. The policy on vigil mechanism may be accessed on the Company''s website www.bccfuba.com.
Yours directors take the opportunity to offer thanks to the State Bank of India for their valuable assistance. Your directors also wish to place on record their deep sense of appreciation for services of the executives, staff and workers of the Company for smooth operations of the Company.
Mar 31, 2014
Dear Members,
The Directors have pleasure in presenting the 28th Annual Report and
the audited Accounts of the Company for the financial year ended 31 st
March 2014
FINANCIAL PERFORMANCE (STANDALONE)
2013-2014 2012-2013
Turnover 5,57,09,949 7,73,78,642
Profit/(Loss) before Interest &
Depreciation (1,11,87,075) (67,82,197)
Interest 8,78,627 13,38,452
Profit/(Loss) before Depreciation 1,20,65,702 81,20,649
Depreciation 10,61,755 11,63,696
Net Profit/(Loss) (1,31,27,457) (92,84,345)
DIVIDEND
Company has suffered loss and therefore no dividend was declared.
OPERATIONAL HIGHLIGHTS
[A] While India has been growing at a healthy rate over the last few
years, in some industry segments, like electronics much of the
increased demand has been fuelled by imports. The situation worsened
with the signing of certain free trade agreements with other Asian
countries that have resulted in diversion of manufacturing in India to
these countries by the large global electronics companies. In addition,
there has been rampant dumping of components, which also in many cases
do not get adequate duty protection.
The Indian economic slowdown in 2012-13 and 2013-14 has also affected
demand for consumer electronics. In fact, consumer demand for
electronic products has largely declined and average selling prices
also experienced a drastic fall in light of competition. In this mileu,
BCC FUBA''s sales turnover was adversely affected and declined
significantly in comparison to the corresponding period last year.
Turnover of the company recorded a decrease of 28% as compared to the
corresponding period last year. There has been operating loss of Rs.
1,11,87,075/-, as compared to an operating loss of Rs. 6,782,197/- in
the corresponding period last year. Your company''s net losses for the
fiscal 2013-14 deepened to Rs. 1,31,27,457 in 2013-14 from Rs
9,284,345/- in 2012-13. Apart from the demand slowdown, there was
significant pressure on margins due to significant increase in raw
material prices. Much of the increase was also due to the significant
devaluation of the rupee, which made imports and import parity related
prices high.
The industry and especially your Company has been facing working
capital constraints due to malpractices followed in the industry in
non-payment of dues. The Company has actively taken this up and is
aggressively pushing for recoveries and diversifying its customer base
towards customers with better payment records.
The long terms scope for growth of the industry in India is vast as
electronics becomes more integral to several products. BCC FUBA has
been focusing on several elements of its internal processes and overall
strategy to overcome the present challenges and leverage this
opportunity.
[B] Recommendation to write off Bad Debt and Debit Balance
Audit committee in their report to the Board of Directors pointed out
that there is several debts outstanding in the books of the company
whose realization could not be done despite of the several sincere
efforts mad by the company. It was therefore decided to write off the
total outstanding debt of Rs. 12,82,873/-.
[D] Recommendation to written back the liabilities:
Audit committee found that there are some petty outstanding liabilities
are due to payment since a long time and it was informed by the
management that these petty outstanding liabilities to whom payment is
due are not supposed to be paid and decided to written back the total
outstanding credit balance of Rs. 91246/- treating them as income of
the company.
DIRECTORS
In accordance with the provisions of the Companies Act, 1956 and the
Articles of Association of the Company, Mrs. Renu Bhagat, Director of
the Company retire by rotation at the ensuing Annual General Meeting.
She, being eligible, has offered herself for re-appointment. As her
continued presence on the board are of immense importance to the
company, your directors recommended their re-appointment.
Appointment of Mr. Arindam Mookherjee as Managing Directors:
BCC Fuba India Limited is finally taking a bold step in its quest to
reverse its failing state of affairs. The company has decided to
appoint Mr. Arindam Mookherjee as new Managing Director of the Company.
Mr. Arindam Mookherjee, aged 36 years, is a MA in Economics from the
Delhi School of Economics, Delhi University. Mr. Arindam Mookherjee
has been a management consultant with rich experience of working on
strategy and process related assignments with several leading business
groups like Tata, Avantha Group, Bhilwara Group, Escorts and Bharat
Gears. He has an enviable track record of achievement and
professionalism. He possesses rich experience in Market Strategy,
Operations excellence, Financial Appraisal, Financial Management and
Corporate Governance. The Company, as a forward-looking company, has
re-constituted its Board of Directors at this time as part of its
strategies for a quantum leap in its corporate performance, and in full
preparation for upturning setbacks it has been facing since a long time
Nomination and Remuneration committee has recommended his appointment
for a further period of Five years on such terms and conditions as
given in the Notice of the ensuing Annual General Meeting of the
company.
Appointment of Independent Directors:
In accordance with the provisions of Section 149 of the Companies Act,
2013, your Board of Directors are seeking the appointment of Mr. Ravi
Mohan Mehta, Mr. Arul Harris, and Mr. Harun Rashid Ansari ensuing
Annual General Meeting as Independent Directors for 5 consecutive years
for a term up to the conclusion of the 33th Annual General Meeting of
the Company in the Calendar year 2019.
The Company has received Notices under Section 160 of the Companies
Act, 2013 from members signifying their intention to propose Mr. Ravi
Mohan Mehta, Mr. Arul Harris, and Mr. Harun Rashid Ansari as a
candidate for the office of Independent Director at the ensuing Annual
General Meeting.
The Company has also received the requisite disclosures/declarations
from Mr. Ravi Mohan Mehta, Mr. Arul Harris, and Mr. Harun Rashid Ansari
under Section 149 and other applicable provisions of the Companies Act,
2013.
Profile of all these Directors has been given as in the Explanatory
Statement to the Notice of the ensuing Annual General Meeting of the
Company.
CAPITAL STRUCTURE:
During the year under review, the share capital of your company
remained unchanged.
AUDITORS
M/s. Jawahar Kalra & Co. Chartered Accountants, New Delhi (ICAI
Registration No.FRN004008N), are proposed to be appointed as Auditors
of the Company from the conclusion of the ensuing Annual General
Meeting till the conclusion of the fifth Annual General Meeting of the
Company held thereafter, subject to ratification of the appointment by
the members at every AGM held after the ensuing AGM.
As required under Section 139 of the Companies Act, 2013, the Company
has obtained a written Consent from M/s. Jawahar Kalra & Co. Chartered
Accountants, New Delhi (ICAI Registration No.FRN:004008N), to such
appointment and also a certificate to the effect that their
appointment, if made, would be in accordance with Section 139(1) of the
Companies Act, 2013 and the rules made there under, as may be
applicable.
COST AUDITOR:
Your Board has not appointed any cost Auditor for the financial year
ended 31.03.2014 as the financial position of the company is very poor
and not able to bear the professional fees of the cost auditor as
suggested by the Institute of Cost and Management Accountant of India.
As the financial position improves the company will appoint CostAuditor
pursuant to the direction from the Ministry of Corporate Affairs,
Government of India.
FIXED DEPOSIT:
The company did not accept any deposits covered under section 58A of
the Companies Act, 1956 during the year under review.
INSURANCE:
All the insurable interests of your Company including inventories,
buildings, plant and machinery and liabilities under legislative
enactments are adequately insured.
LISTING OF SECURITIES:
At present the securities of the Company are listed with The Stock
Exchange Mumbai The company had proposed to delist the equity shares
from all the Stock Exchanges except the Stock Exchange Mumbai and the
proposal for delisting is under consideration before the Delhi Stock
Exchange Association Limited, The Stock Exchange Ahmedabad, Ludhiana
Stock Exchange Association Limited and the Calcutta Stock exchange
Association limited and the approval for delisting of the shares is
awaited.
DEPOSITORY SYSTEM
As per the SEBI Guidelines M/s. LINK INTIME INDIA PRIVATE LIMITED
having office at 44, Communiity Centre,, 2nd Floor, Naraina Industrial
Area, Phase-I, New Delhi-110028 have been associated with us as share
transfer agent. All the members are requested to contact them for any
kinds of shares related matters.
DEMATERIALISATION OF SHARES:
69.53 % of the company''s paid up Equity Share Capital is in
dematerialized form as on March 31st, 2014 and balance 30.47 % is in
physical form.
THE CORPORATE GOVERNANCE CODE
Implementation of Corporate governance is a turning point in bringing
the transparency in the regulation and administration of corporate
matters. We have implemented the corporate governance in sprit having
vision to bring the complete discipline between the function and
corporate regulation.
As a proactive step your Company has beep following the Corporate
Governance practices like striking out reasonable balance in the
Composition of Board of Directors, setting up Audit Committee and other
Business Committees, adequate disclosures and business to be
deliberated by the Board etc, even before the code became mandatory
applicable.
A Report in line with the requirements of clause 49 of the Listing
Agreement on the Corporate Governance practices followed by the Company
and the Auditors'' Certificate on Compliance of mandatory requirements
along with Management Discussion and Analysis, are given as an annexure
to this report.
AUDITORS'' REPORT-OBSERVATION OF THE AUDITORS IN THE ANNUAL ACCOUNT
The auditors'' report on the accounts of the Company is
self-explanatory.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT:
The report as required under the listing agreements with the Stock
Exchanges is annexed and forms part of the Directors'' Report.
DIRECTORS''RESPONSIBILITY STATEMENT:
The Directors confirm that:
* In the preparation of the accounts, the applicable accounting
standards have been followed and that no material departures have been
made from the same,
* They have selected such accounting policies and applied them
consistently and made judgments and estimates that are reasonable and
prudent, so as to give a true and fair view of the state of affairs of
the Company at the end of the financial year 31 st March 2014 and of
the profits of the Company for that period.
* They have taken proper and sufficient care for the maintenance of
adequate accounting records in accordance with the provisions of the
Companies Act, 1956 , for safeguarding the assets of the Company and
for preventing and detecting fraud and other irregularities; and
* They have prepared the annual accounts on going concern basis.
CEO CERTIFICATION:
Managing Director and Manager Finance & Accounts have certified to the
Board that:
1. We have reviewed financial statements and the cash flow statement
for the year and that to the best of our knowledge and belief:
(a) these statements do not contain any materially untrue statement or
omit any material fact contain statements that might be misleading.
(b) These statements together present a true and fair view of the
Company''s affairs and are in compliance with existing accounting
standards, applicable laws and regulations.
2. There are, to the best of our knowledge and belief, no transaction
entered into by the Company during the year, which are fraudulent,
illegal or violative of the company''s code of conduct.
3. We accept responsibility for establishing and maintaining internal
controls for financial reporting and that we have evaluated the
effectiveness of the internal control systems of the Company pertaining
to the financial reporting and we have disclosed to the auditors and
the Audit Committee, deficiencies in design or operation of internal
controls, if any, of which they are aware and the steps they have taken
or propose to take rectify these deficiencies.
4. We have brought in notice to the auditors and the Audit Committee
all the material transaction which have substantial effect on the
financial health of the company
INDUSTRIAL RELATIONS
The relations with labour remained cordial during the year.
ENERGY CONSERVATION/ TECHNOLOGY ABSORPTION/ FOREIGN EXCHANGE EARNING
AND OUTGO
Particulars of Energy Conservation / Technology Absorption and Foreign
Exchanges earnings and out go as per Section 217(1)(e) of the Companies
Act, 1956 read with Companies (Disclosure of the particulars in the
Report of Board of Directors) Rules 1988, are given annexure "I'' and
form part of this report.
PARTICULARS OF EMPLOYEES
Particulars of employees under Section 217(2A) of the Companies Act,
1956 read with the companies (Particulars of employees) Rules1975, are
given in Annexure II and form part of this report.
ACKNOWLEDGEMENT:
Yours Directors take the opportunity to offer thanks to the State Bank
of Patiala for their valuable assistance.
Yours Directors also wish to place on record their deep sense of
appreciation for services of the executives, staff and workers of the
company for smooth operations of the Company.
By Order of the Board
For BCC Fuba India Limited
Sd/-
(Renu Bhagat)
Date :30th May, 2014 Chairperson
Place: New Delhi
Mar 31, 2013
Dear Members,
The Directors have pleasure in presenting the 27th Annual Report and
the audited Accounts of the Company for the financial year ended 31
st March 2013
FINANCIAL RESULTS
(Rs. In lacs)
2012-13 2011-12
Turnover 773.79 640.18
ProfiU(Loss) before Interest
& Depreciation (67.82) (28.07)
Financial Charges (13.38) (42.06)
Profit/(Loss) before Depreciation (81.20) (70.13)
Depreciation 11.64 13.85
Net Profit/(Loss) (92.84) (83.98)
DIVIDEND
Company has suffered loss and therefore no dividend was declared.
OPERATIONAL HIGHLIGHT
[A] The global economic disturbances continued to bring challenges to
the electronics industry during the Year. Consumer demand for
electronic products has largely declined leading to a significant
decrease in sales orders. Average selling prices also experienced a
drastic fall.
Despite of the adverse business trend Sales for the year ended March
31, 2013 increased 20.87% to Rs.773.79 lacs compared to Rs.640.18 lacs
in 2012. This growth was driven primarily by the better utilisation of
scare resources and also professionally management of the production
under the dynamic and most experience Director Mr. Sukhminder Singh
Baidwan. However loss during the year increased by 8.86 lacs in
comparison of the loss of the previous year. The continuity in loss is
primarily due to under utilization of the installed capacity and
running the factory below the BEP in addition to increase in overheads.
This increase in demand is expected to continue during the first
quarter of financial year 2013-14.
[B] Your company is listed with BSE. Promoter of public limited company
which shares are listed with stock exchange cannot bring capital unless
it goes for right issue/ or preferential issue. Due to loss in the past
years and provision of Depreciation on straight line method the net
worth of the company has been eroded therefore the promoters who has
given unsecured loan to the company requested to treat the said loan as
quasi capital of the company in order to revive the financial health of
the company.
DIRECTORS
The Board of Directors place on record, with profound grief, the sad
demise of the illustrious founder and Chairman & Managing Director of
the company Mr. Vidya Sagar Bhagat on 18.02.2013 and his consequent
cessation from the Directorship of the Company effective from that
date.
The Board recalls the services rendered by him to the industry as well
as to the society during his lifetime and express their gratitude to
Mr. V. S. Bhagat for his valuable guidance and support for the
promotion and growth of the company from its inception.
At the Meeting of the Board of Directors of the Company held on
15.05.2013 , Mr. A.P. Mathur expressed his intention to relinquish his
position as Director of the Company and accordingly from the Chairman
of the committees of the Board of Directors and requested the Board to
accept his request with immediate effect. The Board with great
reluctance and utmost regret accepted Mr. A.P. Mathur request to
relinquish his office as Director of the Company with the conclusion of
the Board meeting held on 15.05.2013. The Board has placed on Record
his sincere appreciation of the valuable services rendered by Mr. A. P.
Mathur during his tenure as a Director of the Company.
Mr. Veenu Pasricha retires by rotation and, being eligible, offers
himselves for re-appointment.
The Board of Directors at its Meeting held on 5th March, 2013 have
pursuant to the approval of the
Remuneration Committee of the Board and subject to the approval of the
Members to be obtained at the ensuing
Annual General Meeting of the Company, appointed Mrs. Renu Bhagat as
the Chairperson & Managing Director for a period of 5 years with effect
from 5th March, 2013.
CAPITAL STRUCTURE:
During the year under review, the share capital of your company
remained unchanged.
AUDITORS
M/s. Aggarwal & Rampal, Chartered Accountants, statutory of the company
has tendered their resignation from the office of the company. The
Board recall the services rendered by him to the company and express
their gratitude for his valuable guidance and support to the company
and accepted their resignation w.e.f. from the conclusion of this
Annual General Meeting.
M/s Jawahar Kalra & Co. consented and given a certificate that if such
appointment for the year 2013-14 is made, it will be in accordance with
the requirement of the provisions of section 224(1 B) of the Companies
Act 1956 and its ceiling within prescribed under the Companies Act
1956. Your Directors and audit committee recommend their appointment
to hold office until the conclusion of this annual general meeting to
the ensuing General Meeting.
COST AUDITOR:
Your Board has not appointed any cost Auditor for the financial year
ended 31.03.2013 as the financial position of the company is very poor
and not able to bear the professional fees of the cost auditor as
suggested by the Institute of Cost and Management Accountant of India.
As the financial position improves the company will appoint Cost
Auditor pursuant to the direction from the Ministry of Corporate
Affairs, Government of India.
FIXED DEPOSIT:
The company did not accept any deposits covered under section 58A of
the Companies Act, 1956 during the year under review.
INSURANCE:
All the insurable interests of your Company including inventories,
buildings, plant and machinery and liabilities under legislative
enactments are adequately insured.
LISTING OF SECURITIES:
At present the securities of the Company are listed with The Stock
Exchange Mumbai. The company had proposed to delist the equity shares
from all the Stock Exchanges except the Stock Exchange Mumbai and the
proposal for delisting is under consideration before the Delhi Stock
Exchange Association Limited, The Stock Exchange Ahmedabad, Ludhiana
Stock Exchange Association Limited and the Calcutta Stock exchange
Association limited and the approval for delisting of the shares is
awaited.
DEPOSITORY SYSTEM
As per the SEBI Guidelines M/s. LINK INTIME INDIA PRIVATE LIMITED
having office at44,Community Centre 2nd Floor, Naraina Industrial Area,
Phase-I, New Delhi-110028 have been associated with us as share
transfer agent. All the members are requested to contact them for any
kinds of shares related matters.
THE CORPORATE GOVERNANCE CODE
Implementation of Corporate governance is a turning point in bringing
the transparency in the regulation and administration of corporate
matters. We have implemented the corporate governance in sprit having
vision to bring the complete discipline between the function and
corporate regulation. As a proactive step your Company has been
following the Corporate Governance practices like striking out
reasonable balance in the Composition of Board of Directors, setting up
Audit Committee and other Business Committees, adequate disclosures and
business to be deliberated by the Board etc, even before the code
became mandatory applicable.
A Report in line with the requirements of clause 49 of the Listing
Agreement on the Corporate Governance practices followed by the Company
and the Auditors'' Certificate on Compliance of mandatory requirements
along with Management Discussion and Analysis, are given as an annexure
to this report.
AUDITORS'' REPORT- OBSERVATION OF THE AUDITORS IN THE ANNUAL ACCOUNT
The auditors'' report on the accounts of the Company is
self-explanatory.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT:
The report as required under the listing agreements with the Stock
Exchanges is annexed and forms part of the
Directors''Report.
DIRECTORS''RESPONSIBILITY STATEMENT:
While preparing the annual financial statements the Company has adhered
to the following:
In the preparation of the said financial statements the Company has
followed the applicable accounting standards, referred to in Section
211(3-C) of the Companies Act, 1956.
The company has followed the said accounting standards and has been
applying them consistently and has made judgments and estimates that
are reasonable, prudent and are in the interest of the Company''s
business, so as to give a true and fair view of the state of affairs of
the Company as at March 31,2013 and Statement of the profit & loss of
the Company, for the said period.
The Directors have taken proper and sufficient care, for the
maintenance of adequate accounting records, in accordance with the
provisions of the Companies Act, 1956, for safeguarding the assets of
the company and for preventing and detecting fraud and other
irregularities.
The Directors have prepared the financial statements on a going concern
basis.
CEO CERTIFICATION:
Chairperson and Managing Director and Manager (Finance & Accounts )have
certified to the Board that:
1. We have reviewed financial statements and the cash flow statement
for the year and that to the best of our knowledge and belief:
(a) these statements do not contain any materially untrue statement or
omit any material fact contain statements that might be misleading.
(b) These statements together present a true and fair view of the
Company''s affairs and are in compliance with existing accounting
standards, applicable laws and regulations.
2. There are, to the best of our knowledge and belief, no transaction
entered into by the Company during the year, which are fraudulent,
illegal or violative of the company''s code of conduct.
3. We accept responsibility for establishing and maintaining internal
controls for financial reporting and that we have evaluated the
effectiveness of the internal control systems of the Company pertaining
to the financial reporting and we have disclosed to the auditors and
the Audit Committee, deficiencies in design or operation of internal
controls, if any, of which they are aware and the steps they have taken
or propose to take rectify these deficiencies.
4. We have brought in notice to the auditors and the Audit Committee
all the material transaction which have substantial effect on the
financial health of the company
INDUSTRIAL RELATIONS
The relations with labour remained cordial during the year.
ENERGY CONSERVATION/ TECHNOLOGY ABSORPTION/ FOREIGN EXCHANGE EARNING
AND
OUTGO
Particulars of Energy Conservation / Technology Absorption and Foreign
Exchanges earnings and out go as per Section 217(1)(e) of the Companies
Act, 1956 read with Companies (Disclosure of the particulars in the
Report of Board of Directors) Rules 1988, are given annexure T and form
part of this report.
PARTICULARS OF EMPLOYEES
Particulars of employees under Section 217(2A) of the Companies Act,
1956 read with the companies (Particulars of employees) Rulesl 975, are
given in Annexure II and form part of this report.
ACKNOWLEDGEMENT:
Yours Directors take the opportunity to offer thanks to the State Bank
of Patiala for their valuable assistance. Yours Directors also wish to
place on record their deep sense of appreciation for services of the
executives, staff and workers of the company for smooth operations of
the Company.
By order of the Board of Directors
Place: NewDelhi Sd/-
Date: 29.07.2013 (RENU BHAGAT)
Chairperson & Managing Director
Mar 31, 2010
The Directors have pleasure in presenting the 24th Annual Report and
the audited Accounts of the Company for the financial year ended 31 st
March 2010
FINANCIAL RESULTS
(Rs. In lacs)
2009-10 2008-09
Turnover 680.93 563.93
Profit/(Loss) before
Interest &
Depreciation 27.93 (9.98)
Interest 45.69 (50.88)
Profit/(Loss) before
Depreciation (17.76) (60.86)
Depreciation 75.32 75.28
Net Profit/
(Loss) (93.08) (136.14)
DIVIDEND
Company has suffered loss and therefore no dividend was declared.
OPERATIONAL HIGHLIGHT
Sales for the year ended March 31, 2010 increased 20.75% to Rs.680.93
lacs compared to Rs.563.93 lacs in 2009. This growth was driven
primarily by the improving demand in the commercial markets, led by the
communications, industrial, instrumentation and consumer electronics
segments. This increase in demand is expected to continue during the
first quarter of 2010.
We also experienced strong orders of Rs.300.00 lacs during the first
quarter of the current financial year. If the current strength in
demand continues throughout 2010-11, we expect net sales in 2010-11 to
grow at least 76.00% over the net sales of Rs.680.93 Lacs for 2009-10.
DIRECTORS
Mr. Ravi Mohan Mehta, Director of the Company retire by rotation at the
ensuing Annual General Meeting. He, being eligible, has offered
himself for re-appointment. As his continued presence on the board is
of immense importance to the company, your directors recommended his
re-appointment.
CAPITAL STRUCTURE:
During the year under review, the share capital of your company
rerpained unchanged.
AUDITORS
The auditors of the Company M/s. Aggarwal & Rampal, Chartered
Accountants hold office until the conclusion of the ensuing Annual
General Meeting and are eligible for re-appointment. Your directors and
Audit committee recommend their re-appointment. The requisite
certificate pursuant to Section 224(1 B) of the Companies Act, 1956,
has been received.
FIXED DEPOSIT:
The company did not accept any deposits covered under section 58A of
the Companies Act, 1956 during the year under review.
LISTING OF SECURITIES
At present the securities of the Company are listed with The Stock
Exchange Mumbai The company had proposed to delist the equity shares
from all the Stock Exchanges except the Stock Exchange Mumbai and the
proposal for delisting is under consideration before the Delhi Stock
Exchange Association Limited, The Stock Exchange Ahmedabad, Ludhiana
Stock Exchange Association Limited and the Calcutta Stock exchange
Association limited and the approval for delisting of the shares is
awaited.
DEPOSITORY SYSTEM
As per the SEBI Guidelines M/s. LINK INTIME INDIA PRIVATE LIMITED
having office atA-40,2nd Floor, Naraina Industrial Area, Phase-ll, New
Delhi-110028 have been associated with us as share transfer agent. All
the members are requested to contact them for any kinds of shares
related matters.
THE CORPORATE GOVERNANCE CODE
Implementation of Corporate governance is a turning point in bringing
the transparency in the regulation and administration of corporate
matters. We have implemented the corporate governance in sprit having
vision to bring the complete discipline between the function and
corporate regulation.
As a proactive step your Company has been following the Corporate
Governance practices like striking out reasonable balance in the
Composition of Board of Directors, setting up Audit Committee and other
Business Committees, adequate disclosures and business to be
deliberated by the Board etc, even before the code became mandatory
applicable.
A Report in line with the requirements of clause 49 of the Listing
Agreement on the Corporate Governance practices followed by the Company
and the Auditors Certificate on Compliance of mandatory requirements
along with Management Discussion and Analysis, are given as an annexure
to this report.
AUDITORS REPORT-OBSERVATION OF THE AUDITORS IN THE ANNUAL ACCOUNT
The auditors report on the accounts of the Company is
self-explanatory.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT:
The report as required under the listing agreements with the Stock
Exchanges is annexed and forms part of the Directors Report.
DIRECTORS RESPONSIBILITY STATEMENT:
While preparing the annual financial statements the Company has adhered
to the following:
In the preparation of the said financial statements the Company has
followed the applicable accounting standards, referred to in Section
211 (3-C) of the Companies Act, 1956.
The company has followed the said accounting standards and has been
applying them consistently and has made judgments and estimates that
are reasonable, prudent and are in the interest of the Companys
business, so as to give a true and fair view of the state of affairs of
the Company as at March 31,2010 and of the profit/loss of the Company,
for the said period.
The Directors have taken proper and sufficient care, for the
maintenance of adequate accounting records, in accordance with the
provisions of the Companies Act, 1956, for safeguarding the assets of
the company and for preventing and detecting fraud and other
irregularities.
The Directors have prepared the financial statements on a going concern
basis.
CEO CERTIFICATION:
Chairman and Managing Director and Manager (Finance & Accounts) have
certified to the Board that:
1. We have reviewed financial statements and the cash flow statement
for the year and that to the best of our knowledge and belief:
(a) these statements do not contain any materially untrue statement or
omit any material fact contain statements that might be misleading.
(b) These statements together present a true and fair view of the
Companys affairs and are in compliance with existing accounting
standards, applicable laws and regulations.
2. There are, to the best of our knowledge and belief, no transaction
entered into by the Company during the year, which are fraudulent,
illegal or violative of the companys code of conduct.
3. We accept responsibility for establishing and maintaining internal
controls for financial reporting and that we have evaluated the
effectiveness of the internal control systems of the Company pertaining
to the financial reporting and we have disclosed to the auditors and
the Audit Committee, deficiencies in design or operation of internal
controls, if any, of which they are aware and the steps they have
taken or propose to take rectify these deficiencies.
4. We have brought in notice to the auditors and the Audit Committee
all the material transaction which have substantial effect on the
financial health of the company
INDUSTRIAL RELATIONS
The relations with labour remained cordial during the year.
ENERGY CONSERVATION/ TECHNOLOGY ABSORPTION/ FOREIGN EXCHANGE EARNING
AND OUTGO
Particulars of Energy Conservation /Technology Absorption and Foreign
Exchanges earnings and out go as per Section 217(1 )(e) of the
Companies Act, 1956 read with Companies (Disclosure of the particulars
in the Report of Board of Directors) Rules 1988, are given annexure "1"
and form part of this report.
PARTICULARS OF EMPLOYEES
Particulars of employees under Section 217(2A) of the Companies Act,
1956 read with the companies (Particulars of employees) Rules1975, are
given in Annexure II and form part of this report.
ACKNOWLEDGEMENT:
Yours Directors take the opportunity to offer thanks to the State Bank
of Patiala for their valuable assistance.
Yours Directors also wish to place on record their deep sense of
appreciation for services of the customer,
executives, staff and workers of the company for smooth operations of
the Company.
By order of the Board
Sd/
Place: New Delhi (v.S. BHAGAT)
Date: 29.05.2010 Chairman & Managing Director
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