Your Directors have the pleasure of presenting the Sixteenth 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, 2024.
FINANCIAL RESULTS
The Company's performance during the financial year ended March 31, 2024 as
compared to the previous financial year is summarized as below:
(Amount in Lacs)
|
PARTICULARS
|
2023-24
|
2022-23
|
|
Income
|
|
|
|
Revenue from operations
|
9526.86
|
9373.46
|
|
Other Income
|
322.22
|
274.68
|
|
Total Income
|
9849.07
|
9648.14
|
|
Expenses
|
|
|
|
Cost of Raw Material Consumed
|
-
|
358.38
|
|
Purchase of Stock in Trade
|
8923.53
|
9376.45
|
|
Change in Inventories
|
591.20
|
(535.29)
|
|
Employee Benefit Expenses
|
32.66
|
75.05
|
|
Finance Cost
|
103.33
|
45.22
|
|
Depreciation
|
-
|
7.47
|
|
Other Expenses
|
102.52
|
226.73
|
|
Total Expenses
|
9753.25
|
9554.02
|
|
Profit Before Tax
|
95.83
|
94.13
|
|
Tax Expense:
|
|
|
|
Current Tax
|
24.15
|
24.41
|
|
Deferred Tax
|
-
|
-
|
|
n MAT Credit Entitlement
|
-
|
-
|
|
Net Profit
|
71.67
|
69.71
|
|
Earning per equity share (Face Value
02/- each)
|
|
|
|
Basic
|
0.10
|
0.11
|
|
Diluted
|
0.10
|
0.11
|
NATURE OF BUSINESS
Presently the Company is engaged in trading activities only. It trades all type of ferrous
and non-ferrous metals which mainly includes Zinc, Copper Ingots, Copper Rod, Tin
Ingots, Copper Scrap and Nickel etc.
The Company trades the goods in open market as well as on the Multi Commodity
Exchange (MCX) Platform by taking and giving physical delivery of material and other
modes also.
The Company purchases the goods from Indian market as well as imports from various
countries.
FINANCIAL PERFORMANCE REVIEW
The business of the Company was almost same during the financial year 2023-24 as
compared to previous years. But your Board of Directors had employed their best efforts
to bring up the business performance of the Company. The total revenue could reach at
Rs. 9,849.07 Lacs as at 31st March, 2024 which is quite low as compared to Rs. 9,648.14
lacs as at 31st March, 2023.
But, your directors hoping, the good business performance in the coming years.
FUTURE PROSPECTUS
Despite stiff competition in Indian and global market, your Company is working in a
direction to create a unique identity amongst the customer and your Directors are
confident of achieving better working results in the coming years.
RESERVES & SURPLUS
The Company's Reserve & Surplus in the year 2024 is Rs. 2,669.81 lacs as compared to
the previous year it was Rs. 2,598.14 lacs.
No Profit was 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 2024 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.
LISTING ON STOCK EXCHANGES
Your Company is listed in BSE Limited. The Company has paid the Annual Listing Fee
of BSE for F.Y. 2024-25.
Earlier it was permitted to trade on National Stock Exchange Limited (NSE) also, but
w.e.f. 02.05.2023 the NSE has withdrawn this permission.
CASH FLOW STATEMENT:
In conformity with the provisions of Regulation 34(2)(C) of SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015 and requirements of Companies Act the
Cash flow Statement for the year ended 31.03.2024 is forming a part of Annual Report.
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
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 Financial Statement of the Company which forms a part of this Annual
Report.
The Board of Directors of the Company has seek the approval of Shareholders in ensuing
Annual General Meeting for material related party transactions with M/s Bonlon
Industries Limited, M/s Asier Metals Private Limited, M/s Harshit Finvest Private
Limited, M/s Bon Lon Private Limited and M/s Bon-Lon Securities Limited, for the
period from the conclusion of ensuing Annual General Meeting to the conclusion of 17th
Annual General Meeting to be held in Financial Year 2023-24.
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
The Company has not given any Loan, Guarantee or made investment falling under
section 186 of the Companies Act, 2013. Note 2.4 and 2.6 forming part of Financial
Statement of the Company.
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
Directors
As on 31st March 2024, your Board comprises of 06 Directors which includes 02
Executive Directors, 01 Non-Executive Non-Independent Director and 03 Independent
Directors.
Change in Directors during the year under review: During the F.Y. 2023-24,
Ms. Siya Seth was appointed as an Independent Director of the Company by the
shareholders of the Company in 16th Annual General Meeting held on 30th
September 2023 for a period of 5 Years starting from 01.09.2023 to 31.08.2028.
Further Mr. Anil Kumar Jain had resigned from the directorship of the
Company w.e.f. 01.09.2023 due to personal reasons without any other material
reason.
Re-appointment of director liable to retire by rotation- In terms of the provisions
Section 152 of the Companies Act, 2013 read with the Articles of Association of the
Company, Mr. Chander Shekhar Jain, Director of the Company is liable to retires by
rotation at the ensuing 16th Annual General Meeting and being eligible offered them-self
for reappointment.
Declarations by Independent Directors
Pursuant to the provisions of sub-section (7) of Section 149 of the Companies Act, 2013
and Regulation 16 of SEBI (LODR) Regulation, 2015, 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
and Regulation 16 of the SEBI (LODR) Regulations, 2015.
Key Managerial Personnel
As on the date of this report, in compliance with the requirements of Section 203 of the
Companies Act, 2013 following are the Key Managerial Personnel of the Company:
• Mr. Chander Shekhar Jain - Managing Director
• Mr. Nitin Aggarwal - Whole Time Director
• Mr. Manoj Jain - Chief Financial Officer
• Ms. Dimple Malik - Company Secretary & Compliance Officer
POLICY ON DIRECTORS' APPOINTMENT AND POLICY ON REMUNERATION
Pursuant to Section 134(3)(e) and Section 178(3) of the Companies Act, 2013, the Policy
on appointment of Board members including criteria for determining qualifications,
positive attributes, independence of a Director and the Policy on remuneration of
Directors, KMP and other employees is forming a part of Corporate Governance Report.
It is thereby, affirmed that remuneration paid to the Directors, Key Management
Personnel and other employees is as per the Remuneration Policy of the Company.
NUMBER OF MEETINGS OF BOARD AND COMMITTEE OF BOARD OF
DIRECTORS
MEETINGS OF BOARD OF DIRECTORS
The Board of Directors met 05 times during the financial year ended March 31, 2024 in
accordance with the provisions of the Companies Act, 2013 and rules made there-under.
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.
Additionally, during the financial year ended March 31, 2024 the Independent Directors
held a separate meeting in compliance with the requirements of Schedule IV of the
Companies Act, 2013.
COMMITTEES MEETINGS
The Audit Committee met 05 times during the financial year ended March 31, 2024. The
nomination and remuneration committee met 03 times during the financial year ended
March 31, 2024. The Shareholders Grievances Committee met 03 times during the
financial ended March 31, 2024. The Corporate Social Responsibility Committee met 01
time during the financial ended March 31, 2024. Members of the Committees discussed
the matter placed and contributed valuable inputs on the matters brought before.
DIRECTOR'S RESPONSIBILITY STATEMENT
In terms of Section 134(5) of the Companies Act, 2013, in relation to the audited financial
statements of the Company for the year ended March 31, 2024, 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, 2024 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.
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.
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 of Directors, 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.
CORPORATE SOCIAL RESPONSIBILITY COMMITTEE
Pursuant to Section 135 of Companies Act, 2013, the Company was not required to spent
any funds toward Corporate Social Responsibility during the financial year 2023-24 as
the Company was not fulfilling the criteria mentioned in Section 135 (1) of Companies
Act, 2013 during previous year ended on 31st March 2023.
OTHER BOARD COMMITTEES
For details of other board committees viz. Shareholders/ Investors Grievance
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. Pursuant to the legislation The
Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act,
2013, the Company has a Policy on Prevention of Sexual Harassment at Workplace.
The Company in its endeavour for zero tolerance towards any kind of harassment,
including sexual harassment, or discrimination at the workplace has in accordance with
the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal)
Act, 2013.
During the year under review, the Company has not received any complaint under the
provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition &
Redressal) Act, 2013.
|
No. of Complaint at
the beginning of
F.Y.
|
No. of Complaints
received during the
year
|
No. of Complaints
resolved during the
year
|
No. of Complaints
pending at the end
of F.Y.
|
|
0
|
0
|
0
|
0
|
ANNUAL RETURN
As required pursuant to section 92(3) of the Companies Act, 2013 and rule 12(1) of the
Companies (Management and Administration) Rules, 2014, a draft annual return in
Form MGT 7 is placed on website of the Company at link
http: //bcpowercontrols.com/ investors-corner/.
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: Nil
Foreign Exchange Outflow: Rs: 332.14 Lacs
CORPORATE GOVERNANCE
A report on Corporate Governance and the certificate from the Secretarial Auditor
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
STATUTORY AUDITORS
M/s. Garg Bros & Associates, Chartered Accountants (Firm Registration No.- 001005N),
("the Audit Firm"), were appointed as Statutory Auditors of the Company at the 11th
AGM held on September 30, 2019 for a period of five years to hold office upto the
conclusion of 16th AGM. So, the term of appointment of the Statutory Auditors will be
completed on the conclusion of 16th AGM of the Company, scheduled to be held on
September 30, 2024.
Now, in pursuant to the provisions of Section 139(2) of the Companies Act, 2013, they will
not be eligible for re-appointment as statutory auditors of the Company.
So, now on recommendation of Audit Committee, the Board of Directors in their meeting
held on 04th September 2024 have considered and recommended to the shareholders to
appoint M/s Gaur & Associates, Chartered Accountants (Firm Registration No.- 005354C) as
Statutory Auditors of the Company in ensuing Annual General Meeting to hold
office for a period of 5 (five) consecutive years, starting from the conclusion of this 16th
AGM till the conclusion of the 21st AGM of the Company to be held in year 2029.
The Audit Report given by M/s Garg Bros & Associates for the Financial Year 2023-24,
forming part of this Annual Report.
The Reports of Statutory Auditor do not contain any qualification, reservation or adverse
remarks. During the year the Statutory Auditors have not reported any matter under
Section 143 (12), therefore no detail is required to be disclosed under the applicable
provisions of the Act.
SECRETARIAL AUDITOR
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 Dabas S Co., Company Secretaries,
Company Secretaries in Form MR-3 for the F.Y. 2023-24 is attached as Annexure- III'
which forms part of this Report.
INTERNAL AUDITORS
M/s Shyam Goel & Associates, Chartered Accountants, performed the duties of internal
auditors of the Company during the F.Y. 2023-24 and their report was reviewed by the
audit committee from time to time.
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
Date: September 04, 2024
Place: New Delhi (Chander Shekhar Jain) (Nitin Aggarwal)
Managing Director Whole Time Director
DIN: 08639491 DIN: 06713847
Add: C-2/317, Add: H. NO. 31-A,
2nd Floor, Janakpuri, Kamla Nagar,
New Delhi-110058 New Delhi- 110007
|