To,
The Members,
B.C. Power Controls Limited
Your Directors have the pleasure of presenting the Fifteenth 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, 2023.
FINANCIAL RESULTS
The Company's performance during the financial year ended March 31, 2023 as compared to the previous financial year is summarized as below:
(Amount in Lacs)
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 bit down during the financial year 2022-23 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. 9,648.14 Lacs as at 31st March, 2023 which is quite low as compared to Rs. 11041.52 lacs as at 31st March, 2022.
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 2023 is Rs. 2,598.14 lacs as compared to the previous year it was Rs. 2,126.93 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 2023 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 Lee of BSE for F.Y. 2023-24.
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 31.03.2023 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 16th 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, 2.6 and 2.11 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 2023, 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
There is no Change in Directors During the year under review.
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. Nitin Aggarwal, Director of the Company is liable to retires by rotation at the ensuing 15th Annual General Meeting and being eligible offered him-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 08 times during the financial year ended March 31, 2023 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, 2023 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 07 times during the financial year ended March 31, 2023. The nomination and remuneration committee met 04 times during the financial year ended March 31, 2023. The Shareholders Grievances Committee met 04 times during the financial ended March 31, 2023. The Corporate Social Responsibility Committee met 01 time during the financial ended March 31, 2023. 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, 2023, 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, 2023 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 NonExecutive 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 2022-23 as the Company was not fulfilling the criteria mentioned in Section 135 (1) of Companies Act, 2013 during previous year ended on 31st March 2022.
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.
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: 1787.58 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, the Statutory Auditors of the Company, were appointed as Statutory Auditor of Company in Eleventh Annual General Meeting held on 30.09.2019 for a period of 5 year upto the conclusion of the
Sixteenth (16th) Annual General Meeting of the Company. This is second term of M/s. Garg Bros & Associates, as Statutory Auditors of the Company which will be complete with conclusion of Sixteenth Annual General Meeting.
The Audit Report given by M/ s Garg Bros & Associates for the Financial Year 2022-23, 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. 2022-23 is attached as Annexure- III' which forms part of this Report.
INTERNAL AUDITORS
M/s Shy am Goel & Associates, Chartered Accountants, performed the duties of internal auditors of the Company during the F.Y. 2022-23 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.