Dear Esteemed Members,
Your directors have pleasure in presenting the 39th Annual
Report and the Audited Accounts of the Company for the financial year ended 31st
March 2025.
A brief summary of the audited Standalone financial results of the
Company for the year ended March 31, 2025, is as under:
(Figures in Hundreds)
S. No Particulars |
March 31, 2025 |
March 31, 2024 |
1. Revenue from operations |
47,06,857.80 |
32,26,385.14 |
2. Other Income |
23,463.87 |
28,266.91 |
3. Total Income |
47,30,321.67 |
32,54,652.05 |
4. Less: Expenditure |
42,07,524.45 |
28,93,973.71 |
5. Profit / Loss before exceptional items |
5,22,797.22 |
3,60,678.34 |
6. Exceptional Items |
- |
- |
7. Profit/(Loss) before tax |
5,22,797.22 |
3,60,678.34 |
8. Tax Expense |
|
|
Current Tax |
86,031.40 |
58,995.43 |
Deferred Tax |
59,564.47 |
(76,259.87) |
Adjustment of tax relating to earlier periods |
3,381.70 |
2,321.46 |
9. Profit/(Loss) for the Year |
3,73,819.65 |
3,75,621.32 |
10. Other Comprehensive income |
(4,966.09) |
3,680.48 |
11. Total Comprehensive income |
3,68,853.56 |
3,79,301.80 |
12. Earnings per Share |
2.41 |
2.48 |
OPERATIONAL HIGHLIGHT
The Company achieved a favorable increase in revenue from operations,
rising to INR 47,06,857.80 hundreds from 32,26,385.14 hundreds in the previous year,
reflecting strong business growth.
During the year under review, the Company earned profits of INR
3,73,819.65 hundreds, compared to INR 3,75,621.32 hundreds in the previous year. The
marginal decline in profit is primarily attributable to the creation of a deferred asset
in the comparative period, which has now been reduced in the (EPS) slightly decreased to
INR 2.41 from INR 2.48 in the last financial year.
Despite this accounting adjustment, the financial health of the Company
remains sound. The consistent growth in revenue highlights the Company's positive
momentum, and it continues to pursue strategic initiatives to strengthen market position,
aiming to deliver sustained value to its shareholders in line with the Company's
overall growth.
RESERVES
Your Directors have not transferred any amount to the credit of the
General Reserve of the Company for the year ended 31st March, 2025.
MATERIAL CHANGES AND COMMITMENTS
There were no significant material changes and commitments which have
occurred between the end of financial of the Company to which the financial statements
relates and the date of this report which affects financial position the Company.
CONSERVATION OF ENERGY & TECHNOLOGY ABSORPTION
Your Company is doing its best efforts to give high priority to energy
conservationby opting replacements. Particulars of Energy Conservation / Technology
Absorption and Foreign Exchange earnings and out go per Section 134(3)(m) of Companies
Act, 2013 are given as an Annexure-A to this report.
RISK MANAGEMENT
Your Company recognizes that risk is an integral part of business and
is committed to managing the risks in a proactive and efficient manner. Your Company
periodically assesses risks in the internal and external environment.
PARTICULARS OF EMPLOYEES
In terms of the provisions of Section 197 (12) of the Companies Act,
2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014, a statement showing the remuneration and other details is being
annexed to this report as Annexure-B.
DIVIDEND
The Board of Directors has chosen not to recommend the distribution of
a dividend to shareholders at this time. This decision is driven by a strategic emphasis
on conserving the company's financial resources.
TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND
Your Company did not have any funds lying unpaid or unclaimed for a
period of seven years. Therefore, there were no funds which were required to be
transferred to Investor Education and Protection Fund (IEPF).
ANNUAL RETURN
In terms of the provisions of section 92(3) of the Companies Act, 2013
read with Companies (Amendment) Act 2017 and the relevant rules madethereunder, Section92
of the Companies copyoftheAnnualReturnasprescribedunder
Act, 2013 as amended shall be made available at the website of the
Company www.bccfuba.com under the investor relations tab on the website of the Company.
CODE OF CONDUCT AS PER SEBI (LODR) REGULATIONS, 2015
The Board of Directors has laid down The Amended Code of Conduct for
all Board Members and Senior Management
Disclosure Requirements), Regulations, 2015 of the
PersonnelasperRegulation
Company. Additionally, all Independent Directors of the company shall
be bound by duties of set out in Companies Act, 2013 to be read with SEBI Listing
Regulations, 2015. All Board Members, Key Managerial Personnel and Senior Management
Personnel have affirmed compliance with the
Code of Conduct.
CODE OF CONDUCT AS PER SEBI (PREVENTION OF INSIDER TRADING)
REGULATIONS, 2015
The Board of Directors has laid down the Code of Practices and
Procedures for Fair Disclosures of Unpublished Price Sensitive Information as per
Regulation 8(1) of SEBI (Prevention of Insider Trading) Regulations, 2015 & Code of
Conduct to Regulate, Monitor and Report trading by the Designated Persons as per
Regulation 9(1) of SEBI (Prevention of Insider Trading) Regulations, 2015 at their meeting
held on 8th March, 2021 with reference to Regulation 32 of SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015, the disclosure of Statement of Deviation(s) or
Variation(s) as per the said regulation is not applicable to the Company, as company has
not raised any fund by way of public issue, Right issue and or Preferential issue of
equity shares, during the year under review.
DIRECTORS
Your Company is managed and controlled by a Board comprising of an
optimum blend of Executive and Non-Executive Directors. The Chairperson of the Board is a
Non-Executive Independent Director. As on March 31, 2025, the Board of Directors comprised
of One (1) Executive Director and Five (5) Directors which are Non-executive Directors,
out of which Two (2) are Independent Directors(including one Woman Director) and Three
Non-Executive Non-Independent Directors(including two Women Directors). Further in
addition to the above-mentioned Directors as on March 31, 2025, the Company also had a
Chief Executive Officer (CEO) and a Chief Financial Officer (CFO). The composition of the
Board is in conformity with Regulation 17 of the SEBI (Listing Obligations &
Disclosure Requirements) Regulations, 2015 and the relevant provisions of the Companies
Act, 2013. All the Directors possess requisite qualifications and experience in general
corporate management, operations, technical expertise, strategy, governance, finance,
banking and other allied fields which enable them to contribute effectively to the Company
in their capacity as Directors of the Company. The Company has appointed Mr Ritesh Kumar
Kapoor (DIN: 10844158) as Non-Executive Independent Director on the Board of the Company
with effect from 21.11.2024 and resigned with effect from 17.02.2025.
Mr. Vishal Tayal has resigned with effect from 31-07-2024, Mr. Hari
Datt Jangid has resigned with effect from 06-12-2024 and Mrs Mona Tayal has resigned with
effect from 12-02-2025.
The Independent Directors of your Company have given the certificate of
independence to your Company stating that they meet the criteria of independence as
mentioned under Section149(6) of the CompaniesAct, . 2013 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 is stated on website of the Company i.e. www.bccfuba.com.
RETIREMENT BY ROTATION
Pursuant to Section 149(13) of the Companies Act, 2013, the Independent
Directors are not liable to retire by rotation. Further Section 152(6) of the Companies
Act, 2013 stipulates that 2/3rd of the total number of directors of the public company
should be liable to retire by rotation and out of such directors, 1/3rd should retire by
rotation at every Annual General meeting of the Company. To meet the requirement of
provisions of Section 152(6) of the Companies Act, 2013 Mrs. Alka Gupta (DIN: 00338242)
Director will be retiring by rotationat the ensuing Annual General Meeting and being
eligible, offers herself for re-appointment. The Board recommends her re-appointment to
the Board of Directors the Company at the ensuing Annual General Meeting.
CHANGES IN KMP
Mr. Dinesh Kumar Yadav has resigned as Company Secretary &
Compliance Officer with effect from 18.03.2025.
CAPITAL STRUCTURE
During the year under review, the Share Capital of your company
hasn't changed. The Company has not issued any shares during the year ended March 31,
2025. As on 31st March 2025, the Authorized Share Capital of the Company was
Rs. 20,00,00,000/- consisting of 2,00,00,000 Equity Shares of Rs. 10/-
each. The Paid-up Share Capital of the Company as on 31st March 2025 was Rs.
15,31,00,500/- consisting of 1,53,10,050 Equity Shares of Rs. 10/- each and during the
year under report, your company has not issued any shares under any employee stock options
schemes, sweat equity shares or any equity shares with differential rights- as to
dividend, voting or otherwise. Further, the Company has not bought back its own
securities, during the year under report.
FUTURE PLANS OF RENOVATION/EXPANSION
Bearing in mind the burgeoning demand for products and marketing
strength of "THE BRAND FUBA' as well as the positive economy ahead, the Company
is gearing itself to meet future demand growth. The Company is in the process of
renovating its plant for maximum utilization of the manufacturing capacity of the plant
and is working towards capacity expansion and technology upgradation by way of induction
and installation of new machinery.
AUDITORS REPORT
The observations of the auditors are self-explanatory and therefore, do
not call for any
[A] STATUTORY AUDITORS
M/s Bhagi Bhardwaj Gaur & Co. Chartered Accountants (FRN 007895N)
having their office at 2952-53/2, Sangtrashan, Paharaganj, New Delhi-110055, who have
given their consent to be appointed as the Statutory Auditors of the Company are hereby
appointed as the Statutory Auditors of the Company who shall hold the office of the
Statutory Auditors of the Company from the period commencing from 37th Annual
General Meeting till the conclusion of 41th Annual General Meeting of the
Company.
[B] INTERNAL AUDITORS
Pursuant to the provision of Section 138 of the Companies Act, 2013,
The Board of Directors at their meeting held on 23.05.2025 had appointed Vimal Jain &
Associates as the Internal Auditor of the Company. The Internal Auditor submits a
"Quarterly Report" to the Audit Committee for its review.
The Company has an Internal Control System, commensurate with the size,
scale and complexity of its operations. The scope and authority of the Internal Audit
function is definedby the Audit Committee and delegated to Internal Auditor to maintain
its objectivity and independence. The Internal Auditor reports to the of the board.
The Internal Auditor monitors and evaluates the efficacy and adequacy
of internal control system in the company, its compliance with operating systems,
accounting procedures and policies at all locations of the Company and promptly informed
the management on the lacking as and when required.
[C] SECRETARIAL AUDITORS
Pursuant to the provisions of Section 179 and 204 of the Companies Act,
2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules,
2014, M/s. Pankhuri Mathur & Associates, Company Secretaries, a firm of practicing
company secretaries was appointed as Secretarial Auditor to conduct the secretarial audit
of the Company for the financial year ended 2024-25.
Pankhuri Mathur, Secretarial Auditor has given the Secretarial Audit
Report in Form No. MR-3 and the same has been annexed to the Board's Report and
marked as "Annexure-C". The secretarial audit report does not contain any
qualification, reservation, adverse remark or disclaimer and is self-explanatory.
The Secretarial audit report confirms that the Company has complied
with all the relevant provisions of the Companies Act, 2013, SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015 and other necessary compliances under various
Acts, so far as applicable to the Company. The report does not contain any qualifications,
reservation or adverse remark.
Observations in the report are on the basis of facts and are
self-explanatory.
SUBSIDIARIES, JOINT VENTURES OR ASSOCIATES
The Company do not have any subsidiary, joint ventures or associates.
Therefore, statement containing the salient features of financial statements of the
Company's subsidiary in Form AOC-1 is not applicable.
PUBLIC DEPOSIT
During the year under review, your Company has not accepted/renewed any
public deposits under Section 73 of the Act read with Companies (Acceptance of Deposits)
Rules, 2014.
INSURANCE
All the insurable interests of your Company including inventories,
buildings, plant and machinery and public liabilities under legislative enactments are
adequately insured.
CORPORATE GOVERNANCE
Your Company has ensured continued compliance of Corporate Governance
requirements during the period under review. Your Company lays strong emphasis on
transparency, disclosure and independent supervision to increase various
stakeholders' value. As required by the provisions vis-a-vis compliance of corporate
governance requirements of SEBI (Listing obligations and Disclosure Requirements)
Regulations, 2015, the reports on Management Discussion and Analysis, Corporate Governance
as well as the certificate regarding compliance of conditions of corporate governance, are
annexed and form an integral part of this report. Further, the Company regularly submits
the quarterly corporate governance compliance report to the BSE and also uploads the same
on its website.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS
As on March 31, 2025, there were no outstanding loans or guarantees
covered under the provisions of Section 186 of the Act. The details of changes in the
Loans, Guarantees and Investments covered under the provisions of Section 186 of the Act
are given in the notes to the Financial Statements.
BOARD EVALUATION
Pursuant to the provisions of the Companies Act, 2013, Listing
Agreement and SEBI(Listing Obligations and Disclosure Requirements) Regulations, 2015 the
Company has devised a Policy for performance evaluation of Independent Directors, Board,
Committees and other individual Directors which include criteria for performance
evaluation of the Non-Executive Directors and Executive Directors. The Board has carried
out an annual evaluation of its own performance, the individual Directors (including the
Chairperson) as well as an evaluation of the working of all Board Committees. The Board of
Directors was assisted by the Nomination and Remuneration Committee. Some of the
indicators based on which evaluation takes place are experience, expertise, knowledge and
skills required for achieving strategy and for implementation of best governance practices
which ultimately contributes to the growth of the
Company in compliances with all policies of the Company.
COMPOSITION OF COMMITTEES
A] Audit Committee
Audit Committee had been duly constituted by the Board of Directors of
the Company as per the terms of the provisions of Section 177 of the Companies Act, 2013
read with the Rules framed thereunder and Regulation 18 of the Listing Regulations. The
terms of reference of the Audit Committee has been approved by the Board of Directors.
Composition of the Audit Committee, number of meetings held during the year of reference
and other details have been provided in the Corporate Governance Report which forms part
of this Annual Report.
During the year under review, the Composition of Audit Committee
comprises two (2) one (1) Non-Executive Director and Mr. Chandar Vir Singh Juneja was
Chairperson of the Committee, Mr. Anurag Gupta and Mrs. Richa Bansali, were the Members of
the Audit Committee.
B] Nomination & Remuneration Committee
Nomination & Remuneration Committee had been duly constituted by
the Board of Directors of the Company as per the terms of the provisions of Section 178 of
the Companies Act, 2013 read with the Rules framed thereunder and Regulation 19 of the
Listing Regulations. The terms of reference of the Nomination & Remuneration Committee
have been approved by the Board of Directors. Composition of the Nomination & number
of meetings held during the year under review, brief terms of reference and other details
have been provided in the Corporate Governance Report which forms part of this Annual
Report.
During the year under review, the Nomination & Remuneration
Committee comprises two (2) Independent Directors and one (1) Non-Executive Director and
Mrs. Richa Bansali, Independent Director of the Company became the Chairperson of the
Committee and Mr. Anurag Gupta and Mr. Chandar Vir Singh Juneja were the Members of the
Committee.
C] Stakeholder Relationship Committee
During the year under review, the Stakeholder Relationship Committee
comprises two (2) Independent Directors and one (1) Non-Executive Director which includes
Mr. Anurag Gupta as the Chairperson of the Committee and Mr. Chandar Vir Singh Juneja and
Mrs. Richa Bhansali as the Members of the Committee, number of meetings held during the
year under review, brief terms of reference and other details have been provided in the
Corporate Governance Report which forms part of this Annual Report.
NOMINATION & REMUNERATION POLICY
The Board has, on the recommendation of the Nomination &
Remuneration Committee framed a policy for selection and appointment of Directors, Senior
Management and their remuneration. The Nomination & Remuneration Policy is stated on
website of the Company i.e. www.bccfuba.com .
FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS
The Company has framed Familiarization
ProgrammeforIndependentDirectorspursuanttoListingAgreement and
SEBI (Listing Obligations and Disclosure Requirements) Regulations,2015
and uploaded the same on the website of the Company. The web link to access the aforesaid
programme is www.bccfuba.com.
MEETINGS
During the financial year ended on March 31, 2025, 05 (Five) Board
Meetings were held on May 23, 2024, August 09,
2024, September 11, 2024, November 13, 2024, January 27, 2025. Further,
details of the meetings of the Board and its Report, which forms part of the Annual Report
and the intervening gap between meetings were within the period prescribed under the
Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulation
2015. The necessary quorum was present for all the meetings.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
As stipulated under Regulation 34 of SEBI (Listing Obligations and
DisclosureRequirements)Regulations,2015, the
Management Discussion and Analysis Report is enclosed as a separate
part of this report.
CORPORATE SOCIAL RESPONSIBILITY
The Company does not qualify under the criteria as prescribed to adopt
the corporate social responsibility.
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to Section 134 of the Act, the Directors state that a) In the
preparation of the annual accounts for the year ended March 31, 2025, the applicable
accounting standards have been followed and there are no material departures from the
same. b) 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 at the end of the
financial year as on March 31, 2025 and of the profit of the Company for that period. c)
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, for
safeguarding the assets of the Company and for
. preventingand detecting d) The Directors have prepared the annual
accounts on a going concern basis. e) The Directors have laid down internal financial
controls to be followed by the Company and that such internal financial controls are
adequate and were operating effectively; and f) The Directors have devised proper systems
to ensure compliance with the provisions of all applicable laws and that such systems were
adequate and operating effectively.
CONTRACTS/ARRANGEMENTS WITH RELATED PARTIES
All Related Party Transactions entered during the year were in Ordinary
Course of the Business and on Arm's Length basis.
No Material Related Party Transactions, i.e. transactions exceeding ten
percent of the annual per the last audited financial statements, were entered during the
year by your Company. Accordingly, the disclosure of Related Party Transactions as
required under Section 134 (3)(h) of the Companies Act, 2013 in Form AOC 2 is not
applicable.
DECLARATION BY INDEPENDENT DIRECTORS
The Company has received necessary declarations u/s 149(7) of the
Companies Act, 2013 from Independent Directors confirming they meet the criteria of
independence as prescribed under Companies Act, 2013 and Regulation 25 of SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015.
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 FINANCIAL CONTROLS
Your Company has put in place adequateinternalfinancialcontrols with
referencetothefinancialstatements.
Your Company has adopted accounting policies which are in line with the
applicable Accounting Standards that continue to apply under Section 133 and other
applicable provisions, if any, of the Companies Act, 2013 read with Rule 7 of the
Companies (Accounts) Rules, 2014 and relevant provisions of the Companies Act, 2013, to
the extent applicable. Your Company, in preparing its financial statements makes judgments
and estimates based on sound policies.
REPORTING OF FRAUDS
There was no instance of fraud during the year under review, which
requires the Statutory Auditors to report to the Audit Committee and / or Board under
Section 143(12) of the Companies Act, 2013 and rules framed thereunder.
SECRETARIAL STANDARDS
The Board of Directors of the Company state that, during the year under
review the applicable Secretarial Standards, relating to Board Meetings and General
Meetingsrespectively have been duly followed by the Company.
ENVIORNMENT & GREEN INITIATIVE
The Company is committed to the environment and the commitment to
continuouschecks of air and water pollution at the manufacturing unit shows a dedication
to environmental stewardship and compliance with environmental regulations.
The Company is setting up a drinking water distribution system for the
general public reflects a commitment to social responsibility by providing a basic
necessity in the form of clean and cold drinking water to 500 people daily.
The company is focused on maintaining and upkeeping the trade effluent
and chemical treatment plant underscores responsible waste management practices,
minimizing environmental impact.
The Company is fully air-conditioned and dust-free which not only
contributes to a conducive working environment but also aligns with sustainability goals
bypotentiallyreducing airborne pollutants.
LISTING ON STOCK EXCHANGES
The Equity shares of the Company are listed on BSE Limited (BSE) and
necessary listing fees have been paid up to date.
OBLIGATION OF COMPANY UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
(PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013.
The Company has adopted a policy for prevention of sexual harassment at
the workplace, in line with the requirements of the Sexual Harassment of Women at
Workplace (Prevention, Prohibition and Redressal) Act, 2013 ("POSH Act"). An
Internal Complaints Committee ("ICC") has been duly constituted as per the
provisions of the POSH Act to redress complaints regarding sexual harassment at the
workplace.
During the financial year under review, the Company has complied with
all the provisions of the POSH Act and the rules framed thereunder. Further details are as
follow: a. Number of complaints of Sexual Harassment received in the Year: NIL b. Number
of Complaints disposed off during the year: NIL c Number of cases pending for more than
ninety days:NIL
MATERNITY BENEFIT:
The Company affirms that it has duly complied with all provisions of
the Maternity Benefit Act, 1961, and has extended all statutory benefits to eligible women
employees during the year.
PROCEEDINGS PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE,2016
During the year under review, there were no applications made or
proceedings pending in the name of Company under the Insolvency And Bankruptcy Code, 2016.
DIFFERENCE IN VALUATION settlemen
loanstakenfromtheBanksorFinancialInstitutions,and hence TheCompanyhasnotmadeanyone-time
the details of difference between amount of the valuation done at the time of one-time
settlement and the valuation done while taking loan from the Banks or Financial
Institutions along with the reasons thereof is not applicable.
HUMAN RESOURCES
Your Company treats its "human resources" as one of its most
important assets. Your Company continuously invests in attraction, retention and
development of talent on an ongoing basis. A number of programs that provide focused
people's attention are currently underway. Your Company thrust is on promoting of
talent internally through job rotation and job enlargement.
INDUSTRIAL RELATIONS
During the year under review, your Company enjoyed cordial relationship
with workers and employees at all levels.
VIGIL MECHANISM
The Company has established a vigil mechanism, incorporating a whistle
blower policy in lines with the Regulation 22 of SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 in order to protect the interest of the employees and
executives in reporting their grievances in a protected manner. It also provides for the
protection against victimization of directors and employees who avail this mechanism and
allows direct communication with the Chairperson of the Audit Committee, in certain
appropriate and exceptional circumstances. The policy on vigil mechanism may be accessed
on the Company's website www.bccfuba.com.
ACKNOWLEDGEMENT
Your directors take the opportunity to offer thanks to the State Bank
of India for their valuable assistance. Your directors also wish to place on record their
deep sense of appreciation for services of the executives, staff and workers of the
Company for smooth operations of the Company.
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By Order of the Board |
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For BCC Fuba India Limited |
|
Anurag Gupta |
Abhinav Bhardwaj |
|
Director |
Director |
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DIN-03629487 |
DIN-06785065 |
Date:- 26.05.2025 |
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Place:- New Delhi |
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