B C C Fuba India Ltd
Directors Reports
Dear Members,
Your directors have pleasure in presenting the 37th Annual Report and the
audited Accounts of the Company for the financial year ended 31st March 2023.
A brief summary of the audited Standalone financial results of the Company for the year
ended March 31,2023, is as under:
|
|
(Figures in Rs. In 100) |
| S. No Particulars |
March 31, 2023 |
March 31, 2022 |
| 1. Revenue from operations |
28,65,199.16 |
28,53,534.53 |
| 2. Other Income |
32,076.26 |
17,492.86 |
| 3. Total Income |
28,97,275.42 |
28,71,027.39 |
| 4. Less: Expenditure |
26,52,696.68 |
27,81,929.73 |
| 5 Profit / Loss before exceptional items |
2,44,578.74 |
89,097.66 |
| 3. Exceptional Items |
- |
- |
| 4. Profit/(Loss) before tax |
2,44,578.74 |
89,097.66 |
| 5. Tax Expense |
|
|
| Current Tax |
35,825.74 |
- |
| Deferred Tax |
(21,363.11) |
- |
| 6. Profit/(Loss) for the Year |
2,30,116.11 |
89,097.65 |
| 7. Other Comprehensive income |
(5,097.53) |
(1,180.80) |
| 8. Total Comprehensive income |
2,25,018.58 |
87,916.86 |
| 7. Earnings per Share |
1.47 |
0.57 |
OPERATIONAL HIGHLIGHT
The Company achieved revenue from operations of INR 28,65,199.16/- on standalone
basis as compared to last year's revenue INR 28,53,534.53/- (Figures are in
hundred)
During the year under review the company has earned profits of INR 2,30,116.11/- (as
compared to Previous year profit of INR 89,097.66/-) (Figures are in hundred). The
earnings per share increased to Rs. 1.47 as compared to Rs. 0.57 in last financial year.
Thereby resulting in an increase of 157.89% since last year.
The financial health of the Company shows that our company is on the right track and
continuingly making efforts to do great and mark its strong presence felt in the market,
This would result in our creaping maximum benefits simultaneously with the company on
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, 2023.
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
As Your Company incurred some huge losses in the past, the Company is trying to recover
those losses. Our directors regret their inability to declare dividends to the Members.
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
As required under Section 134(3)(a) of the Act, the Annual Return for the financial
year ended on 31st March 2023 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.
DIRECTORS
Your Company is managed and controlled by a Board comprising an optimum blend of
Executive and Non-Executive Directors. The Chairman of the Board is a Non-Executive
Independent Director. As on March 31,2023, the Board of Directors comprised of One (1)
Executive Director and Seven (7) Directors which are Non-executive Directors, out of which
Three (3) are Independent Directors and (2) Two Women Director. Further in addition to the
above-mentioned Directors as on March 31,2023, 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.
During the year under review, the Company has not made any new appointments of
Directors and Mr. Parmod Kumar Gupta had resigned from the directorship of the Company
during the period under review.
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 Anurag Gupta (DIN: 03629487) Director will be
retiring by rotation at the ensuing Annual General Meeting and being eligible, offers
himself for re-appointment. The Board recommends his re-appointment to the Board of
Directors the Company at the ensuing Annual General Meeting.
CHANGES IN KMP
During the year under review, there is no change in the KMP.
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 31,2023. As on 31st
March 2023, 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 2023 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 AUDITOR
M/s Bhagi Bhardwaj Gaur & Co. Chartered Accountants (FRN 007895N) were appointed as
the Statutory Auditors of the Company by the members in 36th Annual General
meeting for one year.
M/s Bhagi Bhardwaj Gaur & 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.
[B] INTERNAL AUDITOR
Pursuant to the provision of Section 138 of the Companies Act, 2013, The Board of
Directors at their meeting held on 01.09.2022 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 Chairman 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.
[C] SECRETARIAL AUDITOR
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 2022-23.
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.
PUBLIC DEPOSIT
During the year under review, your Company has not accepted/renewed any public deposits
under Section73 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 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, 2023, 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 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 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) NonExecutive 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. Mr. Pramod Kumar Gupta had resigned with effect from 13th
February, 2023 and Anurag Gupta has appointed as the Member due to re-constitution of
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 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.
Mr. Pramod Kumar Gupta had resigned with effect from 13th February, 2023 and
Anurag Gupta has appointed as the Member due to re-constitution of Nomination &
Remuneration 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.
Mr. Pramod Kumar Gupta had resigned with effect from 13th February, 2023 and
Anurag Gupta has appointed as the Member due to re-constitution of Stakeholder
relationship Committee.
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, 2023, 08 (Eight) 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, 2023, 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 2023 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. The Company continues to upkeep trade
effluent and chemical treatment plant. Continuous check of air and water pollution at
manufacturing unit is made and monitored.
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.
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.
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
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.
|
|
By Order of the Board |
|
|
For BCC Fuba India Limited |
|
Chandar Vir Singh Juneja |
Abhinav Bhardwaj |
|
Chairperson |
Director |
|
DIN-00050410 |
DIN-06785065 |
| Date:- August 24, 2023 |
|
|
| Place:- Delhi |
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