To
The Members,
BCL INDUSTRIES LIMITED
Your Directors have pleasure in presenting their 47th Annual Report along
with the Standalone and Consolidated Audited Financial Statements of your Company for the
financial year ended 31st March, 2023. The summarized Standalone and
Consolidated financial performance of your Company is as follows:
Rs In Lacs
|
Standalone |
Consolidated |
Particulars |
Current Year 2022-23 |
Previous Year 2021-22 |
Current Year 2022-23 |
Previous Year 2021-22 |
| Revenue from Operations |
163309.62 |
199306.87 |
181991.70 |
199306.85 |
| Other Income |
662.26 |
811.21 |
671.46 |
811.78 |
Total Income |
163971.88 |
200118.08 |
182663.16 |
200118.63 |
| Profit before Depreciation, Finance Cost and Tax Expense |
11894 |
14,580.18 |
13027.58 |
14569.84 |
Less: Depreciation |
1545.84 |
1454.24 |
2495.17 |
1468.10 |
Less: Finance Cost |
726.87 |
1763.33 |
1983.42 |
1766.29 |
Profit before Tax |
9621.29 |
11362.61 |
8548.99 |
11335.45 |
(Less): Current Tax |
(2450.00) |
(3000.00) |
(2450.00) |
(3000.00) |
Add/(Less): Deferred Tax |
37.53 |
141.92 |
336.46 |
141.92 |
Less: Prior period items |
- |
- |
- |
- |
Profit for the year |
7208.82 |
8504.54 |
6435.45 |
8477.37 |
Other Comprehensive Income/(Loss) |
129.49 |
104.40 |
129.49 |
104.40 |
Total Comprehensive Income |
7338.31 |
8608.94 |
6564.94 |
8581.78 |
Earnings Per Share (of Rs 10/- each): |
|
|
|
|
| Basic |
29.85 |
35.22 |
27.45 |
35.10 |
| Diluted |
28.92 |
35.22 |
26.59 |
35.10 |
ANNUAL PERFORMANCE SUMMARY
During the year under review, the Total Income of the Company was Rs 163971.88 Lakhs as
against Rs 200118.08 Lakhs in the previous year, showing a drop 18.06% over the previous
year which is being explained in the subsequent paras. Your Company has earned a Net
Profit after tax of Rs 7208.82 Lakhs as against Rs 8504.54. Lakhs in the previous year
showing a decrease of around 15.23 % in PAT. Earnings Per Share of the Company for the
current year 2022-23 has been H 29.85 per share as against H 35.22 per share (Basic) in
the previous year showing a drop of around 15.24 %.
Coming to the operational highlights, the distillery unit at Bhatinda continues to
operate at 100% capacity utilization with good demand for both ENA and Ethanol and the
company has started commercial production from its 200 KLPD expansion at Bathinda unit in
the month of June 2023. This should have a positive impact on the Company's financials
moving forward.
To combat inflation and fuel prices, the company has commissioned its paddy straw-based
10-megawatt power plant in Bhatinda in the second half of May 2023. The Company expects
this power plant to bring down the fuel cost for the Distillery segment significantly
moving forward.
For ENA market, March and April months are considered to be lean months as the new
excise policy is renewed during this period. This has led to a lower demand for ENA in
West Bengal and the Company expects its sales from West Bengal plant under its subsidiary,
Svaksha Distillery unit, to be good moving forward. The expansion plans for the additional
100 KLPD at Svaksha Distillery Limited has already begun and the Company expects to
commission this plant by December 2023, with an estimated cost of around INR 94 crores.
There has been a significant increase in EBITDA margin for the Financial Year 2022-23
in the Distillery segment and this has happened due to very good demand for ENA and the
company's strong inventory management during the period of fuel price inflation.
Additionally, the Company has also started using maize to produce Ethanol which is
another very good raw material for the industry. We as a Company are expecting that the
maize prices of ethanol will be significantly increased by the government to promote
‘Atmanirbhar Bharat' and the government is in full support to the agriculture sector
and is ensuring that a farmer is not selling his crop below MSP. Last year, the mustard
and maize crop gave good returns to the farmer which ultimately benefits the agriculture
sector and that will only help India in crop diversification, which is a very urgent need
as of now. So as per Board's reading of the market and the policy, we expect that the
government will increase the maize price of ethanol which in turn will make it lucrative
for the distilleries to procure maize from market, which is currently surplus, and convert
it into ethanol and sell to the OMCs.
In the Edible Oil segment, there was a dip in revenue for the financial year, which was
due to the drop in global edible oil prices globally. Despite this dip in revenues, the
Company was able to get good EBITDA margin from this sector due to strong inventory
management. Global edible oil prices have decreased at about 30% to 40% when compared to
the previous year, while the Company's revenue from edible oils had only decreased by
26.5%.
This indicates that the Company has not decreased its volume being processed from this
sector. The edible oil prices continue to be in decline and the Board is watching the
trend carefully. The Company is engaged in both types, indigenous and imported edible oil
businesses and the indigenous oil business like cotton seed, mustard and rice bran oil is
Company's specialty. While global edible oil prices start to fall, indigenous oils don't
give much losses in terms of inventory losses because the holding period is much shorter
when compared to imported oil and the prices of indigenous oil tend to be more stable as
opposed to imported oil.
Lastly, in the Real Estate segment, in its attempt to reduce the financial burden of
the company, BCL has continued to utilize revenue from the real estate to liquidate its
debt, which is visible in the year-on-year results.
EXPANSION
Company commissioned its captive power plant at its Bathinda distillery which can use
about 12,000 MT of paddy rice straw per annum to generate power. This will have a
substantial effect to reduce stubble (Paraali) burning in Punjab which is a major
environmental issue in North India during Oct to Dec every year. The Company takes pride
in saying that there has been no instance of stubble burning (since 2022) in the villages
surrounding the Bathinda Distillery due to this power plant.
Expansion of Bathinda distillery from 200 KLPD to 400 KLPD has been completed in 2023
of which 200 KLPD is dedicated for ENA (extra neutral alcohol) and balance 200 KLPD is for
ethanol manufacturing.
The company has begun the expansion of its grain-based distillery at Kharagpur (West
Bengal) manufacturing unit from 200 KLPD to 300 KLPD. Both distilleries of the Company
have achieved the status of ‘zero discharge unit' and ‘full backward and forward
integrated unit' in 2023. The Company has initiated the process of another 150 KLPD
expansion post 400 KLPD at Bathinda plant.
CONSOLIDATED FINANCIAL STATEMENTS
As per Regulation 33 of the SEBI ("Listing Obligations and Disclosure
Requirements) Regulations 2015 and applicable provisions of the Companies Act, 2013 read
with the Rules issued there under, the Consolidated Financial Statements of the Company
for the Financial year 2022-23 have been prepared in compliance with the applicable
Accounting Standards, Ind- AS and on the basis of Audited Financial Statements of the
Company and its Subsidiary as approved by the respective Board of Directors. The
Consolidated Financial Statements together with Auditors Report from part of the Annual
Report.
SHARE CAPITAL/CHANGES IN CAPITAL STRUCTURE
During the Financial Year 2022-23 the Company has increased its authorized equity share
capital from INR 25 Cr. To INR 35 Cr. The paid-up Equity Capital as on March 31, 2023
remained at INR 24.15 Crore. The Company has issued 5466334 convertible warrants @ Rs
360/warrant on Preferential basis to the persons belonging to Promoter, Promoter group and
the public group and in addition to this there has been no change in the capital structure
of the Company and the Company has neither issued any shares with differential voting
rights or granted stock options or issued sweat equity or purchased its own shares nor the
company has made any Public/Rights/ Bonus/Buy back of Equity Shares of the Company.
DISCLOSURE UNDER REGULATION 32 (7A) OF SEBI (LODR) REGULATIONS 2018
During the financial year 2022-23, the Company came up with a preferential issue of
5466334 fully convertible warrants allotted at a price of Rs. 360/- per warrant
aggregating to Rs. 196.79 Crores. The Company had received Rs. 49.19 Cr. being 25% of the
consideration payable on allotment of said warrants during the year 2022-23. M/s.
Infomerics Valuation and Ratings Pvt. Ltd. was appointed as Monitoring Agency to monitor
the utilisation of the funds raised through preferential issue, in accordance with the
provisions of Regulation 162A of the SEBI ICDR Regulations. The funds raised during the
financial year on allotment of convertible warrants were utilised for Working Capital
Requirements which is in line with the purpose for which these were raised and in
accordance with the objectives of the said preferential issue stated in the explanatory
statement to the notice of Extra Ordinary General Meeting dated January 12, 2023 and there
had been no deviation or variation in the use of the proceeds/ funds so raised during the
financial year
DIRECTORS AND KMPs
i. Appointments:
During the year under review, there was no new appointment to Board of Directors
ii. Retirement by rotation:
In accordance with the provisions of the Companies Act, 2013 and Articles of
Association of the Company, Mr. Sat Narain Goyal, Whole Time Director of the Company,
retire by rotation at the ensuing Annual General Meeting and being eligible offer
themselves for re-appointment.
iii. Resignations/ Removal of Directors:
During the year 2022-23, None of the Director resigned from the Board of Directors.
iv. Declarations by Independent Directors:
Pursuant to sub section (6) of Section 149 of the Companies Act, 2013 and Reg 16(1) (b)
of the SEBI (Listing Obligations and Disclosure Requirement) Regulations, 2015, the
Independent Directors of the Company have given declaration to the Company that they
qualify the criteria of independence as required under the Act and the regulations.
In the opinion of the Board, there has been no change in the circumstances which may
affect their status as Independent Directors of the Company and the Board is satisfied of
the integrity, expertise, and experience (including proficiency in terms of Section 150(1)
of the Act and applicable rules thereunder) of all Independent Directors on the Board. In
terms of Section 150 read with Rule 6 of the Companies (Appointment and Qualification of
Directors) Rules, 2014, Independent Directors of the Company are registered on the
Independent Director Databank maintained by the Indian Institute of Corporate Affairs
(IICA).
v. Board Meetings:
The Board meets at regular intervals to discuss and decide on Company's business
operations, policies, and strategy apart from other Board businesses. During the year,
7(Seven) Board Meetings and 4(Four) Audit Committee Meetings were convened and held. The
details are given in the Corporate Governance Report. The intervening gap between the two
Meetings was within the period prescribed under the Companies Act, 2013. Pursuant to the
circular relating to the "Enforcement of SEBI Order regarding appointment of
directors by listed companies" dated June 20, 2018, none of the director of the
Company, is debarred from holding the office of director pursuant to any SEBI order.
vi. Board Evaluation:
The Board has carried out an annual evaluation of its own performance, the Directors
and also Committees of the Board based on the guideline formulated by the Nomination &
Remuneration Committee. Board composition, quality and timely flow of information,
frequency of meetings, and level of participation in discussions were some of the
parameters considered during the evaluation process. The details of the familiarization
programme adopted by the Company for the orientation and training of the Directors and the
Board evaluation process for Directors undertaken in compliance with the provisions of the
Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 forms part of the Corporate Governance Report of this Annual Report.
Further, a Separate Meeting of the Independent Directors of the Company was held once
during the year on February 14, 2023 which also reviewed the performance of the
Non-executive directors, Chairman of the Company, and performance of the Board as a whole.
The details of the programme for familiarization of the Independent Directors of your
Company are available on the Company's website at web link:
https://www.bcl.ind.in/wp-content/uploads/2022/04/Familiarization-programme-2021-22.pdf
vii. Nomination & Remuneration Policy
The Board has, on the recommendation of the Nomination & Remuneration Committee,
already framed a Policy for selection, appointment and remuneration of Directors and Key
Managerial Personnel. 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, forms part of the
Corporate Governance Report of this Annual Report.
viii. Key Managerial Personnel
During the year under review, the Company had five Key Managerial Personnel viz. Mr.
Rajinder Mittal, Managing Director, Mr. Sat Narain Goyal, Whole time Director, Mr. Kushal
Mittal, Managing Director, Mr. Gulab Singh, Chief Financial Officer and Mr. Ajeet Kumar
Thakur, Company Secretary.
In compliance with Regulation 36(3) of SEBI (Listing Obligations and Disclosure
Requirement) Regulations, 2015, brief resume of all the Directors proposed to be appointed
/ re-appointed are given in the Annual Report. The details about KMPs are given in
Corporate Governance Report section of the Annual Report.
CHANGES IN MANAGERIAL PERSONNEL
During Financial Year 2022-23, Mr. Ajeet Kumar Thakur was appointed as and Mr. Gurinder
Singh Makkar ceased to be, Company Secretary and Compliance officer of the Company w.e.f 2nd
November 2022.
CHANGE IN THE NAME OF THE COMPANY
There was no change in the name of the Company during the Financial Year 2022-23.
SUBSIDIARY COMPANY
The Company has a Subsidiary Company viz. M/s Svaksha Distillery Limited. The Company
holds 74.99% Equity Shares in the subsidiary as on 31st March, 2023.
A separate statement containing the salient features of Financial Statements of the
Subsidiary of the company in the prescribed form AOC-1 given at Annexure- F forms a part
of this report and consolidated Financial Statements in accordance with Section 129 (3)
and other applicable provisions, if any, of the Companies Act, 2013 read with Rule 5 of
the Companies (Accounts) Rules, 2014. The said form also highlights the Financial
Performance of the subsidiary Company included in the Consolidated Financial Statements
pursuant to Rule 8(1) of the Companies (Accounts) Rules, 2014.
In accordance with Section 136 of the Companies Act, 2013, the Financial Statements of
the Subsidiary Company shall be kept open for inspection by the members at the Registered
office of the Company during Business hours on all days except Saturdays, Sundays and
public holidays up to the date of the Annual General Meeting (‘AGM') and shall also
be available on the website of the Company. Any member desirous of obtaining a copy of the
said financial statements may write at registered office of the Company. The Audited
Financial Statements including Consolidated Financial Statements and all other documents
required to be attached to this report have been uploaded on the website of the company
www.bcl.ind.in. The company has also formulated a policy for determining material
subsidiary. The said policy is also available on the website of the Company and the web
link of the same is
https://www.bcl.ind.in/wp-content/uploads/2022/04/Policy-on-Material-subsidiary.pdf
DIVIDEND
The Board of Directors have recommended a Final Dividend @ 50% i.e. Rs. 5/- per share
on 9668173 equity shares belonging to public category, aggregating to Rs 483.40 Lakhs
(excluding the Equity Share upon which the Promoters/Promoters Group have waived/ forgone
his/ their right to receive the dividend by him/them for Financial Year 2022-23) in
respect of F.Y 2022-23.
Hence the Dividend, if any, approved by the Members at the ensuing Annual General
Meeting shall be only upon public category equity shareholding as on record date. Subject
to the provisions of Companies Act, 2013, dividend as recommended by the Board of
Directors, if declared at the Meeting, will be paid within 30 days of the declaration of
same.
DIVIDEND DISTRIBUTION POLICY
Pursuant to the provision of Regulation 43A of the SEBI (Listing Obligations and
Disclosure Requirement) Regulations, 2015, the top 1000 listed entities based on market
capitalization (calculated as on March 31 of every financial year) shall formulate a
dividend distribution policy which shall be disclosed on the website of the listed entity
and a web-link shall also be provided in their annual reports.
The Company ranked 965th position (NSE) among the top 1000 entities, based
on market capitalization as on 31st March, 2023. Accordingly, the Board has
approved and adopted Dividend Distribution Policy w.e.f Financial Year 2022-23. The Policy
can be accessed on the Company's website at
https://www.bcl.ind.in/wp-content/uploads/2022/04/DIVIDEND-DISTRIBUTION-POLICY-2022.pdf.
TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND
As required under the provision of the Section 124 & 125 and other applicable
provisions of the Companies Act, dividends that remain Unpaid / Unclaimed for a period of
consecutive 7 years, are required to be transferred to the account administered by the
Central Government viz. Investor Education and Protection Fund ("IEPF").
Further, according to the said Rules, the shares on which Dividend has not been encashed
or claimed by the Members for 7 consecutive years or more shall also be transferred to the
demat account of the IEPF Authority.
During the Year under review, pursuant to the provisions of the Section 124 of the Act,
Final Dividend for the Financial year 2014-15 amounting to H 195729.60/- which remained
unclaimed for a period of 7 years, has been transferred by the Company to the IEPF
Authority.
TRANSFER TO RESERVES
The Company does not propose to transfer any amount to reserves.
REPORTING OF FRAUDS
There was no instance of fraud during the year under review, which required the
Statutory Auditors to report to the Audit Committee and / or to the Board as required
under Section 143(12) of the Act and the Rules made thereunder.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS
The details of loans, guarantees and investments covered under Section 186 of the
Companies Act, 2013 and details of loans from Banks/FIs/ Directors, are provided in
Financial Statements and Notes thereto.
CREDIT RATING
During the year under review, the Company has obtained Monitoring Agency Report from
Credit Rating Agency named as Infomerics Valuations and Ratings Private Limited in
relation to the issue of Preferential Convertible warrants of the Company for the quarter
ended 31st March, 2023.
DEPOSITS
The details of deposits outstanding as on 31st March 2023 are furnished
hereunder:
Sr. No. |
Particulars |
Old Scheme 2019 (Rs In Lakhs) (A) |
New Scheme 2021 (Rs In Lakhs) (B) |
| a |
Accepted during the year |
- |
11.00 |
| b |
Renewed during the year |
- |
6.7 |
Sr. No. |
Particulars |
Old Scheme 2019 (Rs In Lakhs) (A) |
New Scheme 2021 (Rs In Lakhs) (B) |
| b |
Remained unpaid or unclaimed as at the end of the Year |
- |
- |
c |
Whether there has been any default in repayment of deposits or payment
of interest thereon during the year and if so, number of such cases and the total amount
involved |
|
|
|
(i) at the beginning of the year; |
- |
- |
|
(ii) maximum during the year; |
- |
- |
|
(iii) at the end of the year |
- |
- |
d |
The details of deposits which are not in compliance with the
requirements of Chapter V of the Companies Act, 2013 |
- |
- |
| e |
Value of deposits repaid during the year |
38.75 |
25.00 |
| f |
Balance of deposits outstanding at the end of the Year |
35.50 |
90.20 |
|
Total Balance outstanding as on 31st March, 2023= (A+B) |
125.70 |
|
CHANGE IN THE NATURE OF BUSINESS
There is no change in the nature of the business of the Company. Your Company tends to
run the same business activities till date.
MATERIAL CHANGES BETWEEN THE DATE OF THE BOARD REPORT AND END OF FINANCIAL YEAR
There have been no material changes and commitments, if any, affecting the financial
position of the Company which have occurred between the end of the financial year of the
Company to which the financial statements relate and the date of the report.
RESOLUTION AND MATTERS APPROVED THROUGH POSTAL BALLOT DURING FINANCIAL YEAR
During the year under review, No Resolution and matters passed through Postal Ballot.
ANNUAL RETURN
Pursuant to Section 92(3) read with Section 134(3)(a) of the Companies Act, 2013,
copies of the Annual Returns of the Company prepared in accordance with Section 92(1) of
the Companies Act, 2013 read with Rule 11 of the Companies (Management and Administration)
Rules, 2014 are placed on the website of the Company and is accessible at the weblink:
https://www.bcl.ind.in/wp-content/uploads/2023/08/ Form-MGT-7-Annual-Report-2022-23-f-.pdf
CORPORATE GOVERNANCE REPORT
The report on Corporate Governance as stipulated under the SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015 forms an integral part of this Report. The
requisite certificate from the Statutory Auditors of the Company confirming compliance
with the conditions of corporate governance is attached to the report on Corporate
Governance.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
Management Discussion and Analysis Report as given in the Annual Report forms part of
this Report as Annexure A.
COMMITTEES OF THE BOARD
The Board Committees play a crucial role in the governance structure of the Company and
have been constituted to deal with the specific areas / activities which concern the
Company and need a closer review.
The Board Committees are set up under formal approval of the Board to carry out clearly
defined roles which are considered to be performed by members of the Board, as a part of
good governance practice. The Board supervises the execution of its responsibilities by
the Committees and is responsible for their action. The minutes of the meetings of all
Committees are placed before the Board for review.
The Board has currently the following Statutory Committees:
I. Audit Committee
II. Nomination and Remuneration Committee III. Stakeholder Relationship Committee IV.
Corporate Social Responsibility Committee V. Risk Management Committee
RELATED PARTY TRANSACTIONS
All transactions entered with Related Parties for the year under review were on arm's
length basis and in the ordinary course of business and that the provisions of Section 188
of the Companies Act, 2013 and the Rules made there under are not attracted. No material
related party transactions were entered into during the financial year by the Company.
Accordingly, the disclosure of related party transactions as required under Section
134(3)(h) of the Act in Form AOC-2 is not applicable to the Company for FY 2022-23.
The Related Party Transactions are placed before the Audit Committee of the Company for
prior approval, as required under applicable law. Prior omnibus approval of the Audit
Committee, as required under Listing Regulations as amended, is also obtained for the
transactions, which are of foreseen and repetitive nature. A statement giving details of
all related party transactions, entered pursuant to the omnibus approval so granted, is
placed before the Audit Committee of the Board of Directors for their review on a
quarterly basis. The policy on Related Party Transactions was also amended by the Board of
Directors to incorporate the new requirements introduced under the SEBI Listing
Regulations, more particularly applicable w.e.f 01st April, 2023. The amended
policy on Materiality of and dealing with Related Party transactions as approved by the
Board is uploaded on the Company's website i.e., www.bcl.ind.in
Further, the Members of the Company vide Ordinary Resolution passed on 21st
June, 2020 through Postal Ballot Process of the Company, have given approval to certain
material related party transactions up to a maximum amount of H 350 Crores in aggregate
with each related party for a total period of 3 financial years beginning financial year
2020-21 subject to the conditions that in a single Financial Year, transactions upto H 150
Crores with Svaksha Distillery Limited and upto H 100 Crores with the other related
parties can be made and such transactions with each said related party shall not exceed
the respective limits in any single financial year. Hence, the last year for approval of
the same will be considered as 2022-23.
VIGIL MECHANISM / WHISTLE BLOWER POLICY
Pursuant to Section 177(9) of the Companies Act, 2013 and applicable provisions of SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has
formulated a Vigil Mechanism for directors and employees to report genuine concerns have
been established. The Vigil Mechanism Policy has been uploaded on the website of the
Company at www.bcl.ind.in.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO
The information relating to conservation of energy, technology absorption and foreign
exchange earnings & outgo, as required under Section 134(3) (m) of the Companies Act,
2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014, is given at Annexure - B
forming part of this Report.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS
There are no significant and material orders passed by the Regulators/ Courts which
would impact the going concern status of the Company and its future operations.
STATUTORY AUDITORS
M/s AMRG & Associates, Chartered Accountants, New Delhi, (FRN: 004453N) were
appointed as the Statutory Auditors of the Company to hold office from the conclusion of
42nd Annual General Meeting up to the conclusion of 47th Annual
General Meeting and further the same will be re-appointed as Statutory auditor from the
Conclusion of 47th AGM till the conclusion of 52nd AGM of the
company.
There are no qualifications or reservation or remarks made by the Auditors in their
Report.
SECRETARIAL AUDIT AND SECRETARIAL COMPLIANCE REPORT
Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company had
appointed M/s S. Parnami & Associates, Company Secretary, a firm of Company Secretary
in Practice, to undertake the Secretarial Audit of the Company. Secretarial Audit Report
as per Section 204 of Companies Act 2013 is placed as Annexure – B to this report. No
adverse comments have been made in the said report by the Practicing Company Secretary.
Regulation 24A of SEBI (LODR) Regulations read with SEBI circular no.
CIR/CFD/CMD1/27/2019 mandated all listed entities to obtain annual secretarial compliance
Reports on compliance with SEBI Regulations and circulars/guidelines issued thereunder
from a Company Secretary in practice. Accordingly, the Company has obtained a Secretarial
Compliance Report for FY 2022-23 from S. Parnami & Associates, Practicing Company
Secretaries and filed the same with BSE and NSE.
The Auditors' Report and the Secretarial Audit Report for the Financial Year ended
March 31, 2023, do not contain any qualification or reservation or adverse remarks.
COST AUDITORS
The Board of Directors has on the recommendation of Audit Committee, approved the
appointment of M/s Khushwinder Kumar & Co., Cost Accountants, Jalandhar (Firm
Registration No. 100123), as the Cost Auditors of the Company for the year 2023-24 at a
remuneration as may be decided mutually. The proposed remuneration of the Cost Auditors
would be approved by the members in the ensuing AGM for the financial year 2023-24. The
Cost Audit report shall be duly filed within prescribed time.
APPLICABILITY AND MAINTENANCE OF COST RECORDS
In terms of Companies (Accounts) Amendment Rules, 2018, a Disclosure is hereby made
that maintenance of cost records as specified by the Central Government under sub-section
(1) of Section 148 of the Companies Act, 2013, is required by the Company and accordingly
such accounts and records are made and maintained.
AUDITORS' REPORT
The Auditors' Report is self-explanatory and do not call for further comments as there
are no adverse remarks in the Auditors' Report.
APPOINTMENT OF SECRETARIAL AUDITOR AND INTERNAL AUDITOR
The Company had, in accordance with the applicable provisions of the Companies Act,
2013, appointed M/s S. Parnami & Associates, Practicing Company Secretaries (C.P. No.
11181), Bathinda, as the Secretarial Auditors for year 2022-23. During the year, the
Company has appointed M/s Mohan & Mohan, Chartered accountants (FRN 002612N), Bathinda
as the Internal Auditors of the Company. Further, after closure of the financial year
2022-23, M/s Mohan & Mohan, Chartered accountants (FRN 002612N), Bathinda have been
re-appointed as Internal Auditors for Financial Year 2023-24.
DIRECTORS AND OFFICERS INSURANCE (D &O)
As per the requirements of Regulation 25 (10) of the SEBI Listing Regulations,
applicable to the Company being covered under top 1000 companies based on their market
capitalization as at 31st March, 2023, the Company has taken Directors and
Officers Insurance Policy (D & O) w.e.f. Financial Year 2022-23, for all of its
Directors with a quantum and coverage as approved by Board of Directors.
LISTING OF SECURITIES
The securities (Equity Shares) of the Company are listed at both BSE Ltd. (BSE) and
National Stock Exchange (NSE). The Company has paid the listing fees to the BSE and NSE up
to the financial year 2023-24.
INDUSTRIAL RELATIONS
The industrial relations remained very cordial and responsive during the year under
review.
DISCLOSURE OF COMPLAINTS OF SEXUAL HARRASMENT, CHILD LABOUR ETC.
The Company's Policy on Prevention of Sexual Harassment at workplace is in line with
the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition
and Redressal) Act, 2013 (Prevention of Sexual Harassment of Women at Workplace Act) and
Rules framed there under. Internal Complaints Committees have also been set up to redress
complaints received regarding sexual harassment.
The Company is committed to providing a safe and conducive work environment to all of
its employees and associates. The following is a summary of sexual harassment complaints
received and disposed off during the year 2022-23:
Sr. No. |
Category |
No. of complaints during financial year 2022-23 |
No. of complaints pending as at end of year 2022-23 |
1 |
Child labour / forced labour / involuntary labour |
The Company does not hire Child Labour, Forced Labour or involuntary
Labour (No Case Reported) |
Not Applicable |
| 2 |
Sexual Harassment |
No reported case |
Not Applicable |
| 3 |
Discriminatory Employment |
No reported case |
Not Applicable |
STATEMENT AS TO INTERNAL COMPLAINTS COMMITTEE
In terms of Companies (Accounts) Amendment Rules, 2018, it is hereby stated that the
Company has complied with provisions relating to the constitution of Internal Complaints
Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and
Redressal) Act, 2013.
STATEMENT ON COMPLIANCE WITH APPLICABLE SECRETARIAL STANDARDS
It is hereby stated that the Company has duly complied with applicable Secretarial
Standards for the year 2022-23.
CORPORATE SOCIAL RESPONSIBILITY (CSR)
As per requirement of Section 135 of the Companies Act, 2013 read with Schedule VII of
the said Act and further read with Companies (Corporate Social Responsibility) Rules,
2014, the Company has a duly constituted "Corporate Social Responsibility
Committee" consisting of following persons as Members/ Chairman:
Sr. No. |
Name of Director |
Designation |
| 1 |
Mr. Parampal Singh Bal |
Chairman (Non-Executive and Independent Director) |
| 2 |
Mr. Ramesh Chander Nayyar |
Member (Non-Executive and Independent Director) |
| 3 |
Mrs. Neerja Jain |
Member ((Non-Executive and Independent Director) |
| 4 |
Mr. Sat Narain Goyal |
Member (Whole Time Director) |
During the year 2022-23, the Company had identified certain projects/activities on
which the CSR expenditure for the financial year was made. The activities included
measures for reducing inequalities faced by socially and economically backward groups-
slum re- development or EWS housing, promoting education and health care including
preventive health care, facilities for senior citizens, Rural Development, animal welfare
etc. Details about the CSR policy and initiatives taken by the Company during the year are
available on your company's website www.bcl.ind.in. The Report on CSR activities is given
in Annexure- C forming part of this Report.
The Company has spent more than the CSR expenditure required to be made on CSR
Activities under Section 135 of the Companies Act, 2013 read with relevant Rules thereto.
The Company is endeavored to ensure full utilization of the allocated CSR budget.
GRATUITY
The provision for gratuity has been made as provided under the Payment of Gratuity
Act,1972 on the basis of Actuarial Valuation.
PARTICULARS OF THE EMPLOYEES
The provisions of Rule 5(2) & 5(3) of the Companies (Appointment & Remuneration
of Managerial Personnel) Rules, 2014 requiring particulars of the employees in receipt of
remuneration in excess of R 8.5 lakhs per month or R 1.02 Crores per year to be disclosed
in the Report of Board of Directors are not applicable to the Company as none of the
employees was in receipt of remuneration in excess of the specified amounts. So, this
information is NIL.
The information and other details required under Section 197(12) of the Companies Act,
2013 read with Rule 5 of the Companies (Appointment & Remuneration of Managerial
Personnel) Rules, 2014 is given in the Statement annexed herewith at Annexure- D forming
part of this Report.
RISK MANAGEMENT
TheCompanybelievesthatmanagingriskshelpsinmaximizingreturns.Ariskmanagementframeworkhasbeendevelopedandimplemented
by the Company for identification of elements of risk whether external or internal risks
if any, which in opinion of Board may specifically face by the Company and may threaten
the existence of the Company. It aims to identify commodity prices, Price fluctuation of
raw material and finished goods, Credit Risks, inflation, financial, operational,
sectoral, sustainability (particularly ESG related risks), information, Cyber security
risks, Strategic Risks, etc. The effectiveness of risk management framework and system is
periodically reviewed by Board of Directors of the Company. However, in the opinion of
Board, none of the above-mentioned risks threaten the existence of the Company.
INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY
The Company has designed and implemented a process driven framework for Internal
Financial Controls. For the year ended on March 31, 2023, the Board is of the opinion that
the Company has sound Internal Financial Controls commensurate with the size, scale, and
complexity of its business operations. During the year, such controls were tested and no
material weakness in their operating effectiveness was observed. The Company has a process
in place to continuously monitor the same and identify gaps, if any, and implement new
and/ or improved controls whenever the effect of such gaps would have a material effect on
the Company's operations.
CAUTIONARY STATEMENT
Statements in this report, describing the Company's objectives, expectations and/or
anticipations may be forward looking within the meaning of applicable Securities Law and
Regulations. Actual results may differ materially from those stated in the statement.
Important factors that could influence the Company's operations include global and
domestic supply and demand conditions affecting selling prices of finished goods,
availability of inputs and their prices, changes in the Government policies, regulations,
tax laws, economic developments within the country and outside and other factors such as
litigation and industrial relations.
The Company assumes no responsibility in respect of the forward- looking statements,
which may undergo changes in future on the basis of subsequent developments, information,
or events.
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to the Section 134 (5) of the Companies Act, 2013 the Board of Directors of
the Company confirms that:
In the preparation of the annual accounts for the financial year ended March 31, 2023,
the applicable accounting standards and Ind AS had been followed and there were no
material departures;
The Directors had 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 at March
31, 2023 and of the profit and loss of the Company for that period;
The Directors had taken proper and sufficient care for the maintenance of adequate
accounting records in accordance with the provisions of this Act for safeguarding the
assets of the Company and for preventing and detecting fraud and other irregularities;
The Directors had prepared the annual accounts on a going concern basis;
The Directors, in the case of a listed Company, had laid down internal financial
controls to be followed by the company and that such internal financial controls are
adequate and were operating effectively.
The Directors had devised proper systems to ensure compliance with the provisions of
all applicable laws and that such systems were adequate and operating effectively.
DECLARATION REGARDING CODE OF CONDUCT
Directors, Key Managerial Personnel, and Senior Management of the Company have
confirmed compliance with the Code of Conduct applicable to the Directors and employees of
the Company and the declaration in this regard made by CFO and the Mg. Director of the
Company forms part of this Annual Report. The said code is available at the Company's
website i.e., www.bcl.ind.in.
ACKNOWLEDGEMENTS
The Board of Directors place on record sincere gratitude and appreciation for all the
employees at all levels for their hard work, solidarity, cooperation, and dedication
during the year.
The Board conveys its appreciation for its customers, shareholders, suppliers as well
as vendors, bankers, business associates, regulatory and government authorities for their
continued support.
|
For and on behalf of the Board of Directors |
(RAJINDER MITTAL) |
(SAT NARAIN GOYAL) |
| Managing Director |
Whole Time Director |
| DIN: 00033082 |
DIN: 00050643 |
