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EQUITY - MARKET SCREENER

BCL Industries Ltd
Industry :  Solvent Extraction
BSE Code
ISIN Demat
Book Value()
524332
INE412G01016
162.062029
NSE Symbol
P/E(TTM)
Mar.Cap( Cr.)
BCLIND
11.17
787.89
EPS(TTM)
Face Value()
Div & Yield %
29.22
10
1.53
 

As on: Nov 27, 2022 12:36 AM

To

The Members,

BCL INDUSTRIES LIMITED

Your Directors have pleasure in presenting their 45th Annual Report along with the Standalone and Consolidated Audited Financial Statements of your Company for the financial year ended 31st March, 2021. The summarized consolidated and standalone financial performance of your Company is as follows:

(Rs. In Lakhs)

Particulars Standalone Consolidated
Current year 2020-21 Previous year 2019-20 Current year 2020-21 Previous year 2019-20
Revenue from operations 143128.71 91,832.39 143128.71 91,832.39
Other Income 477.99 717.52 481.26 718.15
Total Income 143606.70 92,549.91 143609.97 92,550.54
Profit before Depreciation, Finance Cost and Tax Expense 8662.70 6,329.14 8660.15 6,321.43
Less: Depreciation 1270.07 1,345.21 1277.03 1,351.41
Less: Finance Cost 1297.80 1,479.54 1596.54 1,480.87
Profit before Tax 6094.83 3,504.39 5786.58 3,489.15
(Less): Current Tax (1580.00) (575.00) (1580.00) (575.00)
Add/(Less): Deferred Tax 8.74 (329.22) 8.74 (329.22)
Less: Prior period items - - - -
Profit for the year 4523.57 2,600.17 4215.32 2,584.93
Other Comprehensive Income/(Loss) (38.40) 75.86 (38.40) 75.86
Total Comprehensive Income 4485.17 2,676.03 4176.92 2,660.79
Earnings Per Share (of Rs. 10/- each):
Basic 20.12 13.58 18.75 13.50
Diluted 20.12 13.58 18.75 13.50

IMPACT OF COVID-19

Presently, the Indian Economy is facing an unprecedented crisis caused by the global COVID-19 pandemic. Since April, 2020, most countries were locked down. Despite the challenging business environment during the year 2020-21, your Company was able to grow sufficiently in terms of improved turnover and profitability through marketing strategies, cost efficiency programs, logistics planning and efficient supplies. COVID-19 has had a catastrophic impact on people and economy globally.

During the year 2020-21, the Company was able to resume operations of the Edible Oil Unit of the Company w.e.f. first week of April, 2020 in line with the orders from the Central and State Governments as the same was covered under essential commodities. The Distillery Unit of the Company also restarted production from first week of April, 2020 and the Company got permission from Commissionerate of Food & Drugs Administration, Punjab to produce and supply hand sanitizers from our Distillery Unit.

The Company restarted its factory operations considering order book and available workforce, since April, 2020, adhering to the safety norms prescribed by Government of India. During the year 2020-21, the Company was able to add new product i.e. Hand Sanitizers and Handrubs and the Company got a good response for its newly incorporated product. In distillery, the Company witnessed increase in demand for ENA in big pharma and aerosol companies.

Your Directors wish to place on record their appreciation to the Company's employees, suppliers, customers & Government authorities for their selfless efforts which helped your Company reach normalcy in operations within few weeks of lock-down. The ownership and responsiveness shown by all the stakeholders is unparalleled and is a testimony of the spirit of this great organisation. Your Company shall review the long term impact of the pandemic and take all steps necessary to adapt itself to emerging changes.

PERFORMANCE REVIEW

During the year under review, the total Revenue of the Company was Rs. 1,43,606.70 Lakhs as against Rs. 92,549.91 Lakhs in the previous year, showing a massive increase of 55.17% over the previous year. The Company has earned a Net Profit after tax of Rs. 4523.57 Lakhs as against Rs. 2,600.17 Lakhs in the previous year showing an overwhelming increase of around 74% in PAT. Earnings Per Share of the Company for the current year 2020-21 has been Rs. 20.12 as against Rs. 13.58 per share (Basic) in the previous year. The Company has achieved highest ever turnover since inception.

Your directors have made all their efforts to grow in terms of healthy financial results of the company and they achieved success in growing the same which is apparent from the financial results of the Company. Your directors are committed to keep this trend in future also.

EXPANSION PLANS

The Company has moved forward to expand the distillery capacity in Bathinda unit by adding another Grain Based Biofuel Distillery of 200 KLPD. The CLU for the land has been approved, interest subvention file has also been approved and the file for environmental clearance is under process by MoEF The project proposal has been filed with banks for financial assistance.

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 2020-21 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 year 2020-21, the Company had allotted 50,00,000 Equity Shares of face value of Rs. 10/- each at a price of Rs. 60/- per share (including a premium of Rs. 50/- per share) on preferential basis to specified persons of Promoter Group and a specified entity belonging to Public Category. As a result, , the paid-up equity share capital of the Company was increased to Rs. 24,15,00,000/- divided into 2,41,50,000 fully paid equity shares of Rs 10/- each.

The proceeds of the issue of 50,00,000 equity shares on a preferential basis were fully utilized by the Company for the objects stated in the Explanatory Statement to the Notice of Postal Ballot i.e. for the purpose for which those were raised. Further there was no deviation or variation in the utilization of the proceeds raised through the Company's Preferential issue of Equity shares.

Further, during the year 2020-21, the Company made application to NSE for listing as an Existing Company. The Equity Shares of the Company were approved by NSE to be listed and admitted to dealings on the National Stock Exchange (NSE) w.e.f. March 04, 2021 listed at NSE under Scrip Code BCLIND

During the year under review, except for preferential issue as above stated, 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.

DIRECTORS AND KMPs

(i) Appointments

Mr. Kushal Mittal, was appointed as an Additional Director w.e.f. 01st April, 2020. He was further appointed as Director and Joint Managing Director of the Company w.e.f. 03rd August, 2020, as approved by Members at 44th Annual General Meeting of the Company.

Further, Mr. Param Pal Singh Bal (DIN: 09013282) was appointed as Additional Director(Independent ) w.e.f. 09th January, 2021. He is proposed to be appointed as the Independent Director for a period upto 31st December, 2025, subject to the approval of Members at the ensuing Annual General Meeting of the Company.

(ii) Retirement by rotation.

In accordance with the provisions of the Companies Act, 2013 and Articles of Association of the Company, Sh. Rajinder Mittal, Managing Director and Sh. 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 2020-21, Mr. V.K. Nayyar, Independent Director resigned w.e.f. 09th January, 2021.

(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.

(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, 11(Eleven) Board Meetings and 11(Eleven) 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 31.10.2020 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/2021/05/FAMILIARIZATION-PROGRAMME- BCL-2020-2021.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 2020-21, the Company had five Key Managerial Personnel viz. Mr. Rajinder Mittal, Managing Director, Mr. Sat Narain Goyal, Whole time Director, Mr. Kushal Mittal, Jt. Mg. Director , Mr. Gulab Singh, CFO and Mr. Gurinder Singh Makkar, Company Secretary. Mr. Subhash Chander Mittal, CEO of the Company resigned and his resignation was approved at the Board Meeting held on 06th July, 2020.

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 2020-21, Mr. Subhash Chander Mittal, CEO of the Company resigned and his resignation was approved at the Board Meeting held on 06th July, 2020.

Further Mr. Kushal Mittal has been appointed as Joint Managing Director w.e.f. 03rd August, 2020, and his appointment as such was approved by Members of the Company at 44th Annual General Meeting.

CHANGE IN THE NAME OF THE COMPANY

There was no change in the name of the Company during the Financial Year 2020-21.

SUBSIDIARY COMPANY

The Company has a Subsidiary Company viz. M/s Svaksha Distillery Limited. The stake of the Company in its subsidiary was enhanced during the year and the Company holds 73.05% Equity Shares in the subsidiary as on 31st March, 2021.

The capex work for Svaksha Distillery has faced some delays due to the 2nd wave of COVID-19 and strict lockdowns initiated across the country. Despite the difficulties, the work is progressing slowly but steadily, and the management is hopeful to commercialise the plant in the second half of financial year 2021-22.

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- E 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/pdf/BCL-POLICY-FOR-DETERMINING-MATERIAL-SUBSIDIARY-2020.pdf

DIVIDEND

The turnover and profitability of the Company saw an upswing in the year 2020-21. The Company is also planning to set up another 200 KLPD Grain Based Bio Fuel distillery in Bathinda by way of expansion to its existing 200 KLPD. In order to expand its business operations and manufacturing capacitates properly, the Company needed to keep its funds and other arrangements in order. For this purpose, the Promoters Group had come forward and waived off their right to dividend, in respect of f.y. 2020-21.

On the other hand, with a view to give a share of the improved profits and motivate and reward the public shareholders, your directors are pleased to recommend a dividend @ 50 % i.e. Rs. 5/- per share only on 9331173 equity shares belonging to public category , aggregating to Rs. 466.56 Lakhs (i.e. (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 2020-21) has been recommended by the Board, in respect of f.y. 2020-21, for only public category shareholders.

Hence the Dividend, if any, approved by the Members atthe ensuing Annual General Meeting shall be only upon 9331173 Equity Shares. 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.

TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND

In terms of the provisions of Investor Education and Protection Fund (Accounting, Audit, Transfer and Refund) Rules, 2016 / Investor Education and Protection Fund (Awareness and Protection of Investors) Rules, 2001, there are no amounts requiring transfer to Investor Education and Protection Fund during the year 2020-21. Dividends that remain unclaimed/ unpaid for a period of seven (7) years from the date on which they were declared, are required to be transferred to the Investor Education and Protection Fund.

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.

DEPOSITS

The Company has invited, accepted or renewed any deposits during the Financial Year 2020-21. The details of deposits accepted/ renewed/ repaid during the year under review are furnished hereunder:

Sr. Particulars Old Scheme (A) New Scheme 2019 (B)
(Rs. In Lakhs) (Rs. In Lakhs)
a Accepted during the year - 46.50
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 Amount of deposits repaid during the year 17.75 -
f Balance of deposits outstanding at the end of the Year - 96.25
Total Balance outstanding as on 31st March, 2021= (A+B) 96.25

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 2020-21, no EGM was conducted. However , a postal ballot programme was conducted and the Members of the Company, in response to the Notice of Postal Ballot dated 22nd May, 2020, had passed the following resolutions on 21st June, 2020 through Postal Ballot:

1. Issue, Offer and Allot Equity Shares on Preferential Basis. (Special Resolution)

2. Approval to Related Party Transactions. (Ordinary Resolution)

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/2021/06/MGT-7-ANNUAL-RETURN-2021.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.

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:

(a) Audit Committee

(b) Nomination and Remuneration Committee

(c) Stakeholder Relationship Committee

(d) Corporate Social Responsibility 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 2020-21. All related party transactions are placed before the Audit Committee of the Board of Directors for its approval. Prior omnibus approval of the Audit Committee of the Board of Directors is 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 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 material related party transactions up to a maximum amount of Rs. 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 Rs. 150 Crores with Svaksha Distillery Limited and upto Rs.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.

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.

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 Secretaries, a firm of Company Secretaries 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 - A to this report. No adverse comments have been made in the said report by the Practicing Company Secretary.

Regulation 24 A 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 2020-21 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, 2021, 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 2021-22 at a remuneration of Rs. 50,000/- plus taxes and out of pocket expenses. The proposed remuneration of the Cost Auditors would be approved by the members in the ensuing AGM. For the year 2020-21, 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 2020-21. 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 close of Financial year 2020-21, M/s Mohan & Mohan, Chartered accountants (FRN 002612N), Bathinda have been re-appointed as Internal Auditors for Financial Year 2021-22 and M/s S. Parnami & Associates, Practicing Company Secretaries (C.P. No. 11181), Bathinda, have also been re-appointed as the Secretarial Auditors for year 2021-22.

EXTRACT OF ANNUAL RETURN

As per the requirements of Section 92(3) of the Act and Rules framed thereunder, the extract of the Annual Return for FY 2020-21 is uploaded on the website of the Company and the same is available at website https://www.bcl.ind.in/wp-content/uploads/2021/06/ MGT-7-ANNUAL-RETURN-2021.pdf

LISTING OF SECURITIES

During the year 2020-21, the Company allotted 50,00,000 Equity Shares of face value of Rs. 10/- each at a price of Rs. 60/- per share (including a premium of Rs. 50/- per share) on preferential basis to specified persons of Promoter Group and a specified entity belonging to Public Category. As a result, the paid-up equity share capital of the Company was increased to Rs. 24,15,00,000/- divided into 2,41,50,000 equity shares of Rs 10/- each. The said Equity Shares allotted on preferential basis were duly listed at BSE.

Further, during the year 2020-21, the Company made application to NSE for listing as an Existing Company. The Equity Shares of the Company were approved by NSE to be listed and admitted to dealings on the National Stock Exchange (NSE) w.e.f. March 04, 2021 listed at NSE under Scrip Code BCLIND.

Presently, the securities 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 2021-22.

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 2020-21:

Sr. Category No. No. of complaints during financial year 2020-21 No. of complaints pending as at end of year 2020-21
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 2020-21.

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 2020-21, the Company had identified certain projects/activities on which the CSR expenditure for the financial year 2020-21 was made. The activities included promoting of education and healthcare 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 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 these 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

The Company believes that managing risks helps in maximizing returns. A risk management framework have been developed and implemented by the company for identification of elements of risk if any, which in opinion of board may threaten the existence of the company. It aims to identify commodity prices, Price fluctuation of raw material and finished goods, Credit Risks, inflation, 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, 2021, 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:

a) In the preparation of the annual accounts for the financial year ended March 31, 2021, the applicable accounting standards and Ind AS had been followed and there were no material departures;

b) 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, 2021 and of the profit and loss of the company for that period;

c) 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;

d) The directors had prepared the annual accounts on a going concern basis;

e) 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.

f) 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 CEO 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.