DIRECTORS’REPORT To, The Members, B.C. Power Controls Limited Your Directors have the pleasure of presenting the Seventh Annual Report of the Company on the business and operations of the Company, together with Audited Statement of Accounts for the year ended March 31, 2015. NATURE OF BUSINESS The Company is engaged in manufacturing and trading activities. Company manufactures and trades ferrous and non ferrous items metal items, which includes wires & cables and handcrafts. There was no change in the nature of the business of the Company during the year under review. FINANCIAL PERFORMANCE REVIEW Your company achieved an all time high performance both in turnover and its profits. During the year under review, your Company's total revenue stood at Rs. 2,25,51,37,563/- as at 31st March, 2015 as compared to Rs. 1,53,28,17,763/- as at 31st March, 2014. Your directors hoping the good business performance in the coming years. FUTURE PROSPECTUS Despite stiff competition from other countries, international buyers show preference to your company's product for its quality and timely delivery and hence your Directors are confident of achieving better working results in the coming years. RESERVES & SURPLUS The Company's Reserve & Surplus in the year 2015 is 96064556 as compared to the previous year it was 89287969. No Profit transferred to any specific reserve created but transferred to general reserves. DIVIDEND The Board of Directors has not recommended any dividend on the Share Capital of the Company for the period ended 31st March 2015 considering the current cash flow position of the Company and future funds requirement for growth of business. DEPOSITS During the year under review, your Company did not accept any deposits in terms of Section 73 of the Companies Act, 2013 read with the Companies (Acceptance of Deposit) Rules, 2014. As on April 1, 2014, no amounts were outstanding which were classified as 'Deposits' under the applicable provisions of Companies Act, 1956 and hence, the requirement for furnishing of details of deposits which are not in compliance with the Chapter V of the Companies Act, 2013 is not applicable. LISTING ON STOCK EXCHANGES Your Company's shares are listed on the BSE Limited (SME Platform). Annual Listing Fee for the F.Y has been paid within time. CASH FLOW STATEMENT: In conformity with the provisions of Clause 34 of the Listing agreement (BSE-SME) and requirements of Companies Act the Cash flow Statement for the year ended 31.03.2015 is forming a part of Annual Report. DISCLOSURES UNDER SECTION 134(3)(L) OF THE COMPANIES ACT, 2013 Except as disclosed elsewhere in this report, no material changes and commitments which could affect the Company's financial position have occurred between the end of the financial year of the Company and the date of this report. PARTICULARS OF CONTRACTS OR ARRANGEMENT WITH RELATED PARTIES All transactions of the Company with Related Parties are in the ordinary course of business and at arm's length. Information about the transactions with Related Parties is given in the Corporate Governance Report which forms a part of this Annual Report. Form AOC - 2 pursuant to the provisions of Section 134 (3) (h) of the Companies Act, 2013, read with Rule 8 (2) of the Companies (Accounts) Rules, 2014 is given as Annexure I to this Directors' Report. PARTICULARS OF LOANS, GUARANTEES, INVESTMENTS UNDER SECTION 186 Particulars of loans, guarantees and investments as on 31st March, 2015 are given in the Notes to the financial statement. DISCLOSURE RELATING TO EQUITY SHARES WITH DIFFERENTIAL RIGHTS The Company has not issued any equity shares with differential rights during the year under review and hence no information as per provisions of Rule 4(4) of the Companies (Share Capital and Debenture) Rules, 2014 has been furnished. DISCLOSURE RELATING TO SWEAT EQUITY SHARE The Company has not issued any sweat equity shares during the year under review and hence no information as per provisions of Rule 8(13) of the Companies (Share Capital and Debenture) Rules, 2014 has been furnished. DISCLOSURE RELATING TO EMPLOYEE STOCK OPTION SCHEME AND EMPLOYEE STOCK PURCHASE SCHEME The Company has not issued any employee stock option scheme and employee stock purchase scheme and hence no information as provisions of Rule 12(9) of the Companies (Share Capital and Debenture) Rules, 2014 and SEBI (Employee Share Based Employee Benefits) Regulations, 2014, has been furnished. DISCLOSURES IN RESPECT OF VOTING RIGHTS NOT DIRECTLY EXERCISED BY EMPLOYEES There are no shares held by trustees for the benefit of employees therefore, no disclosure under Rule 16(4) of the Companies (Share Capital and Debentures) Rules, 2014 has been furnished. MATTERS RELATED TO DIRECTORS AND KEY MANAGERIAL PERSONNEL During Financial Year 2014-15 Mr. Praveen Kumar Aggarwal has resigned from the Directorship of the Company and Mr. Anil Kumar Jain and Ms. Himani Jain has been appointed as Non- Executive Independent Directors of the Company for five years. Mr. Surender Pal Singh Chauhan has been re-appointed as Non- Executive Independent Director in accordance with the requirements of Companies Act, 2013. Company Secretary Mr. Vivarth Dosar has also resigned during the F.Y 2014-15 and Mr. Naveen Kumar has joined as Company Secretary. In terms of the provisions Section 152 of the Companies Act, 2013 read with the Articles of Association of the Company, Mr. Arun Kumar Jain, Director retires by rotation at the ensuing Annual General Meeting and being eligible offers himself for reappointment. Board has also re-commended the re-appointment of Mr. Rajat Jain as Whole Time Director for next five year commence from 30.09.2015 to 29.09.2020. DECLARATIONS BY INDEPENDENT DIRECTORS Pursuant to the provisions of sub-section (7) of Section 149 of the Companies Act, 2013, the Company has received individual declarations from all the Independent Directors confirming that they fulfill the criteria of independence as specified in Section 149(6) of the Companies Act, 2013. DISCLOSURE UNDER SECTION 134 (3)(B) Number of Board Meetings The Board of Directors met 11 times during the financial year ended March 31, 2015 in accordance with the provisions of the Companies Act, 2013 and rules made thereunder. Directors of the Company actively participated in the meetings and contributed valuable inputs on the matters brought before the Board of Directors from time to time. Number of Committees Meeting The Audit Committee met 6 times during the financial year ended March 31, 2015. The Legal Committee met 2 times during the financial ended March 31, 2015. The nomination and remuneration committee met 2 times during the financial year ended March 31, 2015. The Shareholders Grievances Committee met 2 times during the financial ended March 31, 2015 Members of the Committees discussed the matter placed and contributed valuable inputs on the matters brought before. Additionally, during the financial year ended March 31, 2015 the Independent Directors held a separate meeting in compliance with the requirements of Schedule IV of the Companies Act, 2013. DIRECTOR'S RESPONSIBILITY STATEMENT In terms of Section 134(5) of the Companies Act, 2013, in relation to the audited financial statements of the Company for the year ended March 31, 2015, the Board of Directors hereby confirms that: 1. In the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures; 2. The Directors had selected such accounting policies have been selected and applied consistently and the Directors 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 as on March 31, 2015 and of the profits of the Company for the year ended on that date; 3. The Directors had taken proper and sufficient care was taken 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; 4. The Directors has prepared annual accounts of the Company have been prepared on a going concern basis; 5. The Directors had laid down internal financial controls have been laid down to be followed by the Company and that such internal financial controls are adequate and were operating effectively; 6. The Directors had devised proper systems have been devised to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively. NOMINATION AND REMUNERATION COMMITTEE The Company has constituted a Nomination and Remuneration Committee and formulated the criteria for determining the qualification, positive attributes and independence of a Director (the Criteria). The Nomination and Remuneration Committee has recommended to the Board a policy relating to the remuneration for Directors, Key Managerial Personnel and other employees, as required under Section 178 (1) of the Companies Act, 2013. Kindly refer section on Corporate Governance, under the head, 'Nomination and Remuneration Committee' for matters relating to constitution, meetings, functions of the Committee and the remuneration policy formulated by this Committee. PERFORMANCE EVALUATION OF THE BOARD, ITS COMMITTEES AND INDIVIDUAL DIRECTORS Pursuant to applicable provisions of the Companies Act, 2013 and the Listing Agreement with Stock Exchanges, the Board, in consultation with its Nomination & Remuneration Committee, has formulated a framework containing, inter-alia, the criteria for performance evaluation of the entire Board of the Company, its Committees and Individual Directors, including Independent Directors. A structured questionnaire has been prepared, covering various aspects of the functioning of the Board and its Committee, such as, adequacy of the constitution and composition of the Board and its Committees, matters addressed in the Board and Committee meetings, processes followed at the meeting, Board's focus, regulatory compliances and Corporate Governance, etc. Similarly, for evaluation of Individual Director's performance, the questionnaire covers various aspects like his/ her profile, contribution in Board and Committee meetings, execution and performance of specific duties, obligations, regulatory compliances and governance, etc. Board members had submitted their response on a scale of 5 (excellent) -1 (poor) for evaluating the entire Board, respective Committees of which they are members and of their peer Board members, including Chairman of the Board. The Independent Directors had met separately without the presence of Non-Independent Directors and the members of management and discussed, inter-alia, the performance of non Independent Directors and Board as a whole and the performance of the Chairman of the Company after taking into consideration the views of executive and Non-Executive Directors. The Nomination and Remuneration Committee has also carried out evaluation of every Director's performance. The performance evaluation of all the Independent Directors have been done by the entire Board, excluding the Director being evaluated. On the basis of performance evaluation done by the Board, it shall be determined whether to extend or continue their term of appointment, whenever the respective term expires. The Directors expressed their satisfaction with the evaluation process. AUDIT COMMITTEE An Audit Committee is in existence in accordance with the provisions of Section 177 of the Companies Act, 2013. Kindly refer to the section on Corporate Governance, under the head, 'Audit Committee' for matters relating to constitution, meetings and functions of the Committee. CORPORATE SOCIAL RESPONSIBILITY COMMITTEE As per the provisions of Section 135 of the Companies Act, 2013, constitution of Corporate Social Responsibility (CSR) Committee and matters relating to it is not applicable to Company. Hence there is no information regarding it. OTHER BOARD COMMITTEES For details of other board committees viz. Legal Committee, Nomination and Remuneration Committee, kindly refer to the section on Corporate Governance. VIGIL MECHANISM FOR THE DIRECTORS AND EMPLOYEES The Company has established a vigil mechanism, through a Whistle Blower Policy, where Directors and employees can voice their genuine concerns or grievances about any unethical or unacceptable business practice. A whistle-blowing mechanism not only helps the Company in detection of fraud, but is also used as a corporate governance tool leading to prevention and deterrence of misconduct. It provides direct access to the employees of the Company to approach the Compliance Officer or the Chairman of the Audit Committee, where necessary. The Company ensures that genuine Whistle Blowers are accorded complete protection from any kind of unfair treatment or victimization. The Whistle Blower Policy is disclosed on the website of the Company at www.bcpowercontrols.com. RISK MANAGEMENT POLICY The Board of Directors of the Company has formulated a Risk Management Policy which aims at enhancing shareholders' value and providing an optimum risk reward thereof. The risk management approach is based on a clear understanding of the variety of risks that the organization faces, disciplined risk monitoring and measurement and continuous risk assessment and mitigation measures. INTERNAL FINANCIAL CONTROLS The Company has in place adequate internal financial controls related to financial statement. During the year, such controls were tested and no reportable material weaknesses were observed for inefficiency or inadequacy of such controls. Some of the controls are outlined below: • The Company has adopted accounting policies, which are in line with the Accounting Standards and other applicable provisions of the Companies Act, 2013; • Changes in polices, if any, are approved by the Audit Committee in consultation with the Auditors; • In preparing the financial statement, judgment and estimates have been made based on sound policies. The basis of such judgments and estimates are approved by the Auditors and the Audit Committee; PARTICULARS OF EMPLOYEES AND REMUNERATION Your Directors appreciate the significant contribution made by the employees to the operations of your Company during the period. The information required on particulars of employees as per Section 197(12) of the Companies Act, 2013 and Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is given in a separate Annexure II to this Directors' Report. As per the provisions contained in the proviso to Section 136(1) of the Companies Act, 2013, the some of the aforesaid particulars are not being sent as a part of this Annual Report. Any Member interested in obtaining a copy of the same may write to the Company Secretary at the registered office of the Company. OBLIGATION OF COMPANY UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013 In order to prevent sexual harassment of women at work place a new act The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 has been notified on 9th December, 2013. Under the said Act every company is required to set up an Internal Complaints Committee to look into complaints relating to sexual harassment at work place of any women employee. Company is in process to adopt a policy for prevention of Sexual Harassment of Women at workplace and has set up Committee for implementation of said policy in current year. The Company has not received any complaint of harassment till date. EXTRACT OF ANNUAL RETURN Pursuant to the provisions of Section 134(3)(a) of the Companies Act, 2013, Extract of the Annual Return for the financial year ended March 31, 2015 made under the provisions of Section 92(3) of the Act is attached as Annexure III which forms part of this Report. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO The particulars as required under the provisions of Section 134(3) (m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 in respect of conservation of energy, and technology absorption have not been furnished considering the nature of activities undertaken by the Company during the year under review. Foreign Exchange Inflow: Rs. 32,10,34,572/- Foreign Exchange Outflow: Rs: 15,51,46,708/- CORPORATE GOVERNANCE The report on Corporate Governance and the certificate from the Statutory Auditors regarding compliance with the conditions of Corporate Governance have been furnished in the Annual Report and form a part of the Annual Report. MANAGEMENT AND DISCUSSION AND ANALYSIS REPORT The Management Discussion and Analysis report has been separately furnished in the Annual Report and forms a part of the Annual Report. AUDITORS AND THEIR REPORTS The matters related to Auditors and their Reports are as under: Observations of Statutory Auditors' on Accounts for the Year ended March 31, 2015 The auditor's report does not contain any qualification, reservation or adverse remark or Disclaimer. Statutory Auditors Appointment Pursuant to the provisions of Section 139 of the Companies Act, 2013 and the Companies (Audit and Auditors) Rules, 2014, M/s. Garg Bros & Associates, Chartered Accountants, the Statutory Auditors of the Company, will hold office upto the conclusion of the Eleventh (11th) Annual General Meeting. However, their appointment as Statutory Auditors of the Company is subject to ratification by the Members at every Annual General Meeting. The Company has received a certificate from the said Auditors that they are eligible to hold office as the Auditors of the Company and are not disqualified for being so appointed. Necessary resolution for ratification of appointment of the said Auditors is included in the Notice of Annual General Meeting for seeking approval of members. SECRETARIAL AUDIT REPORT FOR THE YEAR ENDED MARCH 31, 2015 As required under provisions of Section 204 of the Companies Act, 2013, the report in respect of the Secretarial Audit carried out by M/s Shailly Goel & Company, Company Secretaries in Form MR-3 for the FY 2014-15 is attached as Annexure IV which forms part of this Report. The said report does not contain any adverse observation or qualification requiring explanation or comments from the Board under Section 134(3) of the Companies Act, 2013. ACKNOWLEDGEMENTS AND APPRECIATION Your Directors take this opportunity to thank the customers, suppliers, bankers, business partners/associates, financial institutions and various regulatory authorities for their consistent support/encouragement to the Company. Your Directors would also like to thank the Members for reposing their confidence and faith in the Company and its Management. By Order of the Board of Directors For, B.C. Power Controls Limited Sd/- (Arun Kumar Jain) Chairman & Managing Director DIN: 00438324 Date: New Delhi Date: August 27, 2015 |