TO THE MEMBERS
BCPL INTERNATIONAL LIMITED
Your Directors are pleased to present the Thirty fifth (35th) Annual Report
together with the Audited Accounts of your Company for the Financial Year ended March 31,
2020. The summarised financial performance of your Company is as follows:
|
|
(Rs. in Lakhs) |
| Particulars |
Year ended March 31, 2020 |
Year ended March 31, 2019 |
| Total Income |
940.46 |
0.05 |
| Total Expenditure |
942.36 |
18.03 |
| Profit before Taxation |
(1.90) |
(17.98) |
| Tax Expense |
- |
- |
| Deferred tax |
0.02 |
(0.01) |
| Profit for the period |
(1.92) |
(17.97) |
| Brought forward from previous year |
(37.28) |
(19.30) |
| Surplus (Deficit) carried to Balance Sheet |
(39.20) |
(37.28) |
FINANCIAL PERFORMANCE
During the Financial Year ended on March 31, 2020, Your Company had a Total Income of
Rs. 940.46 Lakhs as compared to the total income of Rs. 0.05 Lakhs for the Previous Year
ended On March 31st, 2020.
During the Financial Year ended on March 31, 2020, the company incurred a Loss of Rs.
(1.90) Lakhs as compared to a loss of Rs. (17.98) Lakhs for the Previous Year ended on
March 31, 2020. Net Loss Stood at Rs. (1.92) Lakhs as Compared to a Net Loss of Rs.
(17.97) Lakhs for The Previous Year ended On March 31, 2020.
The Company discloses standalone unaudited financial results on a quarterly basis,
which are subjected to limited review, and standalone audited financial results on an
annual basis.
IMPACT OF COVID-19 PANDEMIC
During the last month of the year under review, COVID-19 pandemic developed rapidly
into a global crisis, forcing governments to enforce lockdowns. Due to the spread of
COVID-19 and in accordance with the various initiatives and directions of both Central and
State Government(s) from time to time including Janata curfew and subsequent nationwide
lock down, the operations of the Company were suspended from March 22, 2020. However, even
before that date impact started to show on the business of the Company with falling
footfalls at the showrooms and reduced workforce. After the end of second lockdown on May
3, 2020, the Company gradually started its business operations with minimum workforce
combined with work from home policy.
The Company is closely monitoring the situation arising out of COVID-19 and resultant
restrictions imposed by the regulatory authorities. At this point of time it is not
possible either to foresee the duration for which this pandemic will last, nor predict its
course. Hence, the Company is not in a position to assess with certainty the future impact
on operations but does not expects normalcy to be achieved before the third quarter of
financial year 2020-21.
DIVIDEND
Your Directors has not recommended any Dividend for the Financial Year 2019-20.
AMOUNTS PROPOSED TO CARRY TO THE RESERVES
The company has not any amount to reserve account during the year under review.
MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION BETWEEN THE END OF THE
FINANCIAL YEAR AND DATE OF REPORT
There have been no material changes and commitments, affecting the financial position
of the company which have occurred between the end of the financial year of the company to
which the financial year relate and the date of this report.
SIGNIFICANT/MATERIAL ORDERS PASSED BY THE REGULATORS
There are no significant material orders passed by the Regulators or Courts or
Tribunals impacting the going concern status of your Company and its operations in future.
INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY
Your Company's vision, mission and core values have laid the foundation for internal
controls. On the administrative controls side, your Company has a proper reporting
structure, oversight committees and rigorous performance appraisal system to ensure checks
and balances. On the financial controls side, your Company has in place segregation of
duties and reporting mechanism to deter and detect misstatements in financial reporting.
Your Company's Internal Control System is commensurate with the nature of its business
and the size and complexity of its operations and ensures compliance with policies and
procedures. The Internal Control Systems are being constantly updated with new/revised
standard operating procedures.
Your Company has a dedicated and independent Internal Audit team reporting directly to
the Audit Committee of the Board. The Directors have laid down internal financial controls
to be followed by the Company and such policies and procedures have been adopted by the
Company for ensuring the orderly and efficient conduct of its business, including
adherence to Company's policies, the safeguarding of its assets, the prevention and
detection of frauds and errors, the accuracy and completeness of the accounting record and
the timely preparation of reliable financial information. The purpose, scope, authority
and responsibility of the Internal Audit team are approved by the Audit Committee.
Internal Audit team influences and facilitates improvements in the control environment by
constantly evaluating the risk management and internal control systems.
Furthermore, the Audit Committee of your Company evaluates and reviews the adequacy and
effectiveness of the internal control systems and suggests improvements. Significant
deviations are brought to the notice of the Audit Committee and corrective measures are
recommended for implementation. Based on the internal audit report, process owners
undertake corrective action in their respective areas. All these measures help in
maintaining a healthy internal control environment.
The Company has a Code of Business Conduct for all employees and a clearly articulated
and internalized delegation of financial authority. These authority levels are
periodically reviewed by management and modifications, if any, are submitted to the Audit
Committee and Board for approval. The Company also takes prompt action on any violations
of the Code of Business Conduct by its employees.
A CEO/CFO Certificate signed by the Chief Financial Officer (CFO) of the Company
confirms the existence and effectiveness of internal controls and reiterates their
responsibilities to report deficiencies to the Audit Committee. The Audit Committee also
reviews the Risk management framework periodically and ensures it is updated and relevant.
During the year under review, the Internal Financial Control Audit was carried out by the
Statutory Auditors, the Report of which is forming part of this Annual Report.
DEPOSITS
During the year under review, your Company has not accepted any deposit within the
meaning of Sections 73 of the Companies Act, 2013 read with the Companies (Acceptance of
Deposits) Rules, 2014.
AUDITORS i. STATUTORY AUDITOR'S
In terms of the provisions of Section 139 of the Companies Act, 2013 read with
provisions of the Companies (Audit and Auditors) Rules, 2014 as amended, M/s RAK Champs
& Co. LLP, Chartered Accountants (FRN: 131094W/W100083), Mumbai, was appointed as the
Auditors of the Company for a consecutive period of 5 (Five) years from the conclusion of
the 33rd Annual General Meeting held in the year 2018 until conclusion of the 38th Annual
General Meeting scheduled to be held in the year 2023.
Your Company has received a Certificate from M/s RAK Champs &Co. LLP, Chartered
Accountants, confirming their eligibility to continue as Auditors of the Company in terms
of provisions of Section 141 of the Companies Act, 2013 and the rules made there under.
They have also confirmed that they hold a valid certificate issued by the Peer Review
Board of the ICAI as required under the provisions of Regulation 33 of Listing
Regulations.
i. SECRETARIAL AUDITOR'S
In terms of Section 204 of the Companies Act, 2013, read with rule 9 of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014 the Company had
appointed Ms. Kavita Raju Joshi, Practicing Company Secretary, as the Secretarial Auditor
to conduct an audit of the secretarial records.
The Secretarial Audit Report for the financial year ended March 31, 2020 is annexed
herewith as [Annexure-A] to this report.
QUALIFICATION, RESERVATION OR ADVERSE REMARK IN THE AUDITOR'S REPORTS AND SECRETARIAL
AUDIT REPORT
There is no qualification, reservation or adverse remark made by the Auditors in their
Reports to the Financial Statements or by the Secretarial Auditors in their Secretarial
Audit Report for the Financial Year ended March 31, 2020.
DETAILS OF SUBSIDIARY/ JOINT VENTURES/ASSOCIATE COMPANIES
The Company does not have any subsidiary/joint ventures/associate companies.
SHARE CAPITAL
The Authorised Share Capital of your Company stands at Rs. 6,00,00,000/- divided into
6,00,00,000 Equity Shares of Re. 1/- each. At present the Issued, Subscribed and Paid Up
Share Capital of your Company is Rs. 3,91,00,000/- divided into 3,91,00,000 Equity Shares
of Re. 1/- each, fully paid-up.
EXTRACT OF ANNUAL RETURN
The details forming part of extract of Annual Return in Form MGT-9, as required under
Section 92 of the Companies Act, 2013, and Rule 12 of the Companies (Management and
Administration) Rules, 2014 is appended as Annexure- B, which forms part of the Board's
Report and is also available on the website of the Company at www.birdhichand.in.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO
a) Particulars of Conservation of Energy, Technology Absorption
The Provisions of Section 134(m) of the Act relating to conservation of energy and
technology absorption do not apply to this Company as the Company has not carried out any
manufacturing activities.
b) Foreign Exchange Earnings and Outgo
During the year under review there was no foreign exchange outgo nor was any foreign
exchange earned.
DIRECTOR'S & KEY MANAGERIAL PERSONNEL
Your Company has a duly constituted Board of Directors which is in compliance with the
requirements of the Companies Act, 2013, schedules thereto and rules framed there under
and also in terms of the provisions of the Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations, 2015 and provisions of the Articles
of Association of the Company.
a) Declaration by Independent Directors
All the Independent Directors have given a declaration that they meet the criteria of
Independence as laid down under Section 149(6) of the Companies Act, 2013 read with the
rules made there under and Regulation 16(1)(b) of Securities and Exchange Board of
India(Listing Obligations and Disclosure Requirements) Regulations, 2015.
b) Familiarisation Programme undertaken for Independent Directors
The Independent Directors are familiarised with the Company, their roles, rights,
responsibilities in the Company, nature of the industry in which the Company operates,
business model of the Company, etc. On appointment, the Independent Director is issued a
Letter of Appointment setting out in detail, the terms of appointment, duties,
responsibilities and expected time commitments. The Director is also explained in detail
the various compliances required from him/her as a Director under the various provisions
of the Companies Act, 2013, Securities and Exchange Board of India (Listing Obligations
and Disclosure Requirements) Regulations, 2015. The details of familiarisation programme
are available on the website of the Company viz. www.birdhichand.in.
C) Non-Independent Director
None of the Directors of the Company are disqualified for being appointed as Directors,
as specified in Section 164 (2) of the Companies Act, 2013 and rule 14(1) of the Companies
(Appointment and Qualification of Directors) Rules, 2014.
D) Changes in Directorship/Key Managerial Personnel during the year
Ms. Ritika Agarwal (PAN: ALCPA9455A) was appointed as company Secretary of the Company
with effect from May 30, 2019.
Mr. Sourav Mayra (DIN: 8427935) was appointed as a Director of the Company with effect
from June 8, 2019
Mr. Somesh Rustgi(DIN: 1515406) was appointed as CFO of the Company with effect from
June 8, 2019.
Ms. Manisha Kumari Singh (DIN: 08205076) was appointed as Director of the Company with
effect from March 21, 2020
Mr. Avijit Koner(DIN: 07297850) resigned from the Directorship of the Company with
effect from June 8, 2019 due to his personal reasons.
Mr. Somesh Rustgi(DIN: 01515406) resigned from the Managing Director and Chief
Financial Officer of the Company with effect from July 4, 2020 due to his personal
reasons.
Ms. MadhumitaVerma (DIN: 06978232) resigned from the Directorship of the Company with
effect from March 21, 2020 due to her personal reasons.
Mr. Jai Kumar Baid(DIN: 08068935) resigned from the additional Director of the Company
with effect from June 12, 2019 due to his personal reasons.
Ms. Aindrila Banerjee (DIN: 08660147) appointed as the Managing Director and Chief
Financial Officer of the Company with effect from July 4, 2020.
NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS
A total of Eight (8) Meetings of the Board of Directors of your Company were held
during the year under review. The maximum interval between two meetings did not exceed 120
days, as prescribed in the Companies Act, 2013, and in the Securities and Exchange Board
of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. Details of
all Board/Committee Meetings are given in the Corporate Governance Report.
COMMITTEES OF THE BOARD
The Company has constituted/re-constituted various Board level committees in accordance
with the requirements of Companies Act, 2013. Details of all the Committees along with
composition and meetings held during the year under review are provided in the Corporate
Governance Report.
AUDIT COMMITTEE
The composition and terms of reference of the Audit Committee has been furnished in the
Corporate Governance Report. There have been no instances where the Board has not accepted
the recommendations of the Audit Committee.
NOMINATION AND REMUNERATION COMMITTEE
The composition and terms of reference of the Nomination and Remuneration Committee has
been furnished in the Corporate Governance Report.
STAKEHOLDERS RELATIONSHIP COMMITTEE
The composition and terms of reference of the Stakeholders Relationship Committee has
been furnished in the Corporate Governance Report.
DIRECTORS APPOINTMENT & REMUNERATION POLICY
The Board of Directors has framed a policy which lays down a framework in relation to
remuneration of Directors, Key Managerial Personnel and Senior Management of the Company.
This policy also lays down criteria for selection and appointment of Board Members. The
details of this policy are explained and annexed herewith as [Annexure-C]to this
Report.
WHISTLE BLOWER POLICY/VIGIL MECHANISM
The Board has adopted a Whistle Blower Policy to maintain highest standards of
professionalism, honesty, integrity, ethical behaviour and to provide a vigil mechanism
for Directors/Employees to voice concern in a responsible and effective manner regarding
unethical matters involving serious malpractice, abuse or wrongdoing within the
organisation. The Company affirms that during the year no personnel have been denied
access to the Audit Committee. The said policy is available on the website of the Company
viz.www.birdhichand.in.
PREVENTION, PROHIBITION AND REDRESSAL OF SEXUAL HARASSMENT AT WORKPLACE
The Company as an organization is committed to provide a healthy environment to all
employees and thus does not tolerate any discrimination and/or harassment in any form. The
Company has in place a Prevention of Sexual Harassment Policy in line with the
requirements of the Sexual Harassment of Women at work place (Prevention, Prohibition and
Redressal) Act, 2013.
The following is a summary of sexual harassments complaints received and disposed of
during the financial year ended March 31, 2020:
• No. of Complaints received: NIL
• No. of Complaints disposed off: Not Applicable
PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS
The Company has complied with Section 186 of the Companies Act, 2013 and Rules framed
there under. The Company has not given any loan, guarantee or provided security during the
year under review & has not made any investment during the year under review.
RELATED PARTY TRANSACTIONS
During the financial year ended March 31, 2020, all transactions with the Related
Parties as defined under the Companies Act, 2013 read with Rules framed there under were
in the ordinary course of business' and ‘at arm's length' basis. Your Company does
not have a ‘Material Subsidiary' as defined under Regulation 16(1)(c) of the SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015. Your Board shall
formulate a Policy to determine Material Subsidiary as and when considered appropriate in
the future.
During the year under review, your Company did not enter into any Related Party
Transactions which require prior approval of the Members. All Related Party Transactions
of your Company had prior approval of the Audit Committee and the Board of Directors, as
required under the SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015. Subsequently, the Audit Committee and the Board have reviewed the Related Party
Transactions on a quarterly basis.
During the year under review, there has been no materially significant Related Party
Transactions having potential conflict with the interest of the Company. Since all Related
Party Transactions entered into by your Company were in the ordinary course of business
and also on an arm's length basis, therefore details required to be provided in the
prescribed Form AOC 2 is not applicable to the Company. Necessary disclosures required
under the Indian Accounting Standards have been made in the Notes to Financial Statements
for the year ended March 31, 2020.
DISCLOSURE RELATING TO REMUNERATION OF DIRECTORS, KEY MANAGERIAL PERSONNEL AND
EMPLOYEES:
A statement containing the details of the Remuneration of Directors, Key Managerial
Personnel (KMP) and Employees as required under Section 197(12) of the Companies Act, 2013
read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel)
Rules, 2014 is annexed herewith as [Annexure-D]to this Report.
The Company have no employee drawing a remuneration of Rs. 10200000/- (Rupees One Crore
Two Lakhs) per annum or part thereof in terms of the provisions of Section 197(12) of the
Companies Act, 2013 read with Rules 5(2) and 5(3) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014.
CORPORATE GOVERNANCE REPORT
As per Regulation 34(3) read with Schedule V of the Securities and Exchange Board of
India (Listing Obligations and Disclosure Requirements) Regulations, 2015 a separate
section on Corporate Governance practices followed by the Company, together with a
certificate confirming compliance is given as [Annexure-E]and forms an integral
part of this Report.
MANAGEMENT DISCUSSION & ANALYSIS
The Management Discussion and Analysis Report on the operations of the Company, as
required under Securities and Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015 is provided in a separate section is annexed herewith as [Annexure-F]to
this Report.
RISK MANAGEMENT
Risk Management is embedded in your Company's operating framework. Your Company
believes that managing risks helps in maximizing returns. The Company's approach to
addressing business risks is comprehensive and includes periodic review of such risks and
a framework for mitigating controls and reporting mechanism of such risks. The Risk
Management framework is reviewed periodically by the Board and the Audit Committee. The
Audit Committee is responsible for reviewing the risk management plan and ensuring its
effectiveness. The major risks identified by the businesses and functions are
systematically addressed through mitigating actions on a continual basis.
DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to Section 134(5) of the Companies Act, 2013 (including any statutory
modification(s) or re-enactment(s) for the time being in force), the Directors of your
Company confirm that:
i. in the preparation of the Annual Accounts for the financial year ended March 31,
2020, the applicable Accounting Standards and Schedule III of the Companies Act, 2013
(including any statutory modification(s) or re-enactment(s) for the time being in force),
have been followed and there are no material departures from the same;
ii. the Directors have selected such accounting policies and applied them consistently
and made judgments and estimates that are reasonable and prudent, so as to give a true and
fair view of the state of affairs of the Company as at March 31, 2020 and of the profit
& loss of the Company for the Financial Year March 31, 2020;
iii. the Directors have taken proper and sufficient care for the maintenance of
adequate accounting records in accordance with the provisions of the Companies Act, 2013
(including any statutory modification(s) or re-enactment(s) for the time being in force)
for safeguarding the assets of the Company and for preventing and detecting fraud and
other irregularities;
iv. the annual accounts have been prepared on a ‘going concern' basis;
v. proper internal financial controls laid down by the Directors were followed by your
Company and that such internal financial controls are adequate and operating effectively;
and
vi. proper systems to ensure compliance with the provisions of all applicable laws were
in place and that such systems were adequate and operating effectively.
APPRECIATION
Your Directors wish to place on record their appreciation, for the contribution made by
the employees at all levels but for whose hard work, and support, your Company's
achievements would not have been possible. Your Directors also wish to thank its
customers, dealers, agents, suppliers, investors and bankers for their continued support
and faith reposed in the Company.
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