Directors Report of BCL Industries Ltd.

Mar 31, 2025

Your Director''s are pleased to present the Forty Nineth Annual Report and the Audited Financial Statements of
BCL Industries Limited ("the Company") for the Financial Year ended on March 31, 2025.

FINANCIAL HIGHLIGHTS

In compliance with the applicable provisions of the Companies Act, 2013, ("the Act"), the Securities and Exchange Board
of India ("SEBI") (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations"), this Board''s
Report is prepared based on the operational performance of the Company for the year under review and the financial
statements of the Company have been prepared in accordance with the Indian Accounting Standards ("Ind AS")
notified under section 133 of The Companies Act, 2013 ("the Act"), read with rule 7 of The Companies (Accounts) Rules,
2014 ("the Accounts Rules").

Particulars	Standalone		Consolidated
	Current Year 2024-25	Previous Year 2023-24	Current Year 2024-25	Previous Year 2023-24
Revenue from Operations	206,545.47	169,725.80	290,959.67	220062.00
Other Income	870.82	811.30	905.31	789.30
Total Income	207,416.29	170537.10	291,864.98	220851.30
Profit before Depreciation, Finance Cost and Tax Expense	13617.19	13576.10	21364.34	19873.30
Less: Depreciation	2,978.42	2390.30	4,609.51	3598.30
Less: Finance Cost	1194.30	1280.00	3095.58	3306.50
Profit before Tax	9,444.47	9905.80	13,659.25	12968.50
(Less): Current Tax	(2130.00)	(2000.00)	(2468.38)	(2000.00)
Add/(Less): Deferred Tax	(164.40)	(432.50)	(907.36)	1376.70
Tax of Earlier Year	1.59	(130.33)	1.59	-
Profit for the year	7,151.66	7342.90	10,284.90	9591.70
Other Comprehensive Income/(Loss)	70.23	247.91	74.67	256.10
Total Comprehensive Income	7,221.89	7590.85	10,359.57	9847.80
Earnings Per Share (of J 1/- each):
Basic	2.46	2.89	3.26	3.54
Diluted	2.46	2.80	3.26	3.43

ANNUAL PERFORMANCE SUMMARY

This financial year has been a landmark year for BCL
Industries, marked by significant progress across our
strategic priorities. This year, we proudly celebrate our
50^th year since incorporation—a milestone that reflects
our resilience, foresight, and consistent ability to build a
robust business foundation that thrives through all cycles.

Over the years, BCL has evolved its systems and
processes, enabling the company to navigate diverse
business cycles with resilience. Our risk management
framework has strengthened considerably, allowing us
to make prudent strategic choices—including phasing
out segments that no longer align with our long-term
priorities. Simultaneously, we have reinforced our
focus on high-margin, growth-oriented businesses
that enhance profitability and deliver sustained value
to our shareholders.

BCL has grown to become one of India''s leading grain-
based ethanol and ENA manufacturers, currently
operating a combined distillery capacity of 700 KLPD
across Bathinda and Kharagpur. With the acquisition of
Goyal Distillery Private Limited at Fatehabad (Haryana),
which holds the necessary land and approvals, we are set
to expand further with a 250 KLPD grain-based ethanol
plant. Groundwork is progressing well, with construction
expected to commence in the near term. Simultaneously,
the 150 KLPD distillery project in Bathinda is underway, with
all approvals in place and commissioning targeted by
December 2025. In addition, the installation of a paddy
straw-based boiler is in progress, aimed at reducing fuel
costs and improving operational efficiency.

We are also evaluating a 20 metric ton per day bio-CNG
plant which will utilize paddy straw, offering a practical

solution to manage agricultural residue while generating
additional value for local farmers.

Our 75 KLPD biodiesel plant in Bathinda is at an advanced
stage of development and is expected to be fully
commissioned by September 2025. Concurrently, we are
executing a phased exit from the edible oil business, which
is progressing as planned. Oil mill, solvent extraction, and
rice mill units have been shut down as part of the planned
exit, while the refinery remains operational to liquidate
existing stock. This strategic move will enhance margins,
unlock approximately H 90 crores in working capital, and
reduce overhead costs associated with the lower-margin
edible oil segment.

Following the reinstatement of FCI rice for ethanol production
at a fixed price of INR 22.50 per kilogram, the industry has
welcomed this policy as a positive development that
enhances supply chain efficiency and optimizes surplus
stock management. Raw material sourcing has partially
shifted to FCI rice, with lower input costs expected due
to incoming FCI rice and maize harvests. BCL has been
allocated FCI rice for ethanol production, and our facility''s
flexibility to process multiple feedstocks—including maize
and rice—positions us strongly to benefit from this change.

Our PML segment delivered a strong performance, with
approximately 16,96,675 cases sold in FY25, supported by
healthy demand. We continue to hold a significant market
share in this segment and expect this momentum to
sustain in the coming quarters.

For FY25, BCL reported total revenue of H 2,910 crores,
marking a 32% year-on-year growth. EBITDA stood at H 214
crores, representing a 7.3% margin and a growth of 7.2%

over the previous year. PAT came in at H 103 crores, up 6.6%
from FY24. Our distillery segment recorded robust volume
growth, with ethanol volumes rising by 51% to 1,95,685 KL.
Revenue from the ethanol segment increased 63% year-
on-year to H 1,392 crores. EBITDA for the segment stood at
H 192 crores, reflecting a 7.8% year-on-year increase.

Looking ahead to FY26, we expect to sustain strong growth
in both revenue and margins, supported by our strategic
diversification efforts and improvements in raw material
sourcing and cost management.

As BCL continues to evolve, our focus remains on
leveraging our core expertise in grain procurement and
processing to drive sustainable margins and long-term
shareholder value.

We continue to evolve with a focus on innovation,
efficiency, and long-term value creation. Going forward,
we remain committed to strengthening our capabilities
and delivering sustainable growth.

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 2024¬
25 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 financial year 2024-25 there has been no
changes in the authorized equity share capital. However,
during the financial year the paid-up Equity Capital has
increased by INR 2,28,13,340 from INR 27,23,50,000 Cr. as
on 31/03/2024 to INR 29,51,63,340 as on March 31/03/2025.
The increase in paid the paid-up capital of the Company
during the financial year is on account of the conversion
of 22,81,334 warrants out 54,66,334 warrants into 2,28,13,340
equity shares of the Company.

In addition to this there has been no change in the capital
structure of the Company and 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:

During the year under review, Mr. Kahan Singh Pannu
was appointed as an independent Director of the
Company w.e.f 12^th August 2024

ii. Retirement by rotation:

In accordance with the provisions of the Companies
Act, 2013 and Articles of Association of the Company, Mr.
Rajinder Mittal, Managing Director of the Company will
be retiring by rotation in the upcoming AGM.

Resignation/Retirement/ Removal of Directors:

During the year, Mr. R.C. Nayyar (independent Director)
retired from the Board w.e.f 14^th August 2024 after
completing his tenure of 10 years.

iii. 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.

In the opinion of the Board, there has been no change in the
circumstances which may affect their status as Independent
Directors of the Company and the Board is satisfied of the
integrity, expertise, and experience (including proficiency
in terms of Section 150(1) of the Act and applicable rules
thereunder) of all Independent Directors on the Board. In
terms of Section 150 read with Rule 6 of the Companies
(Appointment and Qualification of Directors) Rules, 2014,
Independent Directors of the Company are registered on
the Independent Director Databank maintained by the
Indian Institute of Corporate Affairs (IICA).

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, 5(Five)
Board Meetings and 4(Four) 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.

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
22/05/2024 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.

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.

Key Managerial Personnel

During the year under review, the Company had five Key
Managerial Personnel viz. Mr. Rajinder Mittal, Managing
Director, Mr. Sat Narain Goyal, Whole time Director, Mr. Kushal
Mittal, Managing Director, Mr. Gulab Singh, Chief Financial
Officer and Mr. Ajeet Kumar Thakur, Company Secretary.

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 2024-25, There was no change in
Managerial Personnel.

CHANGE IN THE NAME OF THE COMPANY

There was no change in the name of the Company during
the Financial Year 2024-25.

SUBSIDIARY COMPANY

As on 31^st March 2025, the Company has 2 subsidiary
companies viz. M/s Svaksha Distillery Limited (75% owned)
and M/s. Goyal Distillery Pvt. Ltd. (100% owned). A separate
statement containing the salient features of Financial
Statements of the Subsidiaries of the company in the
prescribed form AOC-1 given at Annexure- F 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 Companies
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.

DIVIDEND

The Board of Directors have recommended a dividend
of 26 paisa/ share on 29,51,63,340 equity shares of face
value of H 1 each, aggregating to H 767.42 Lakhs in respect
of F.Y 2024-25. Hence the Dividend, if any, approved by
the Members at the ensuing Annual General Meeting
shall be paid to all shareholders as on the record
date. 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.

DIVIDEND DISTRIBUTION POLICY

Pursuant to the provision of Regulation 43A of the
SEBI (Listing Obligations and Disclosure Requirement)
Regulations, 2015, the top 1000 listed entities based on
market capitalization (calculated as on March 31 of every

financial year) shall formulate a dividend distribution
policy which shall be disclosed on the website of the
listed entity and a web-link shall also be provided in their
annual reports.

The Company though not covered under top 1000 entities,
based on market capitalization as on 31^st March, 2025 has
continued to have this policy in place the Board approved
and adopted Dividend Distribution Policy w.e.f financial
year 2023-24 has been placed on the Company''s website.

TRANSFER TO INVESTOR EDUCATION AND
PROTECTION FUND

As required under the provision of the Section 124 & 125
and other applicable provisions of the Companies act,
dividends that remain unpaid / Unclaimed for a period
of consecutive 7 years, are required to be transferred to
the account administered by the Central Government viz.
Investor Education and Protection Fund ("IEPF"). Further,
according to the said Rules, the shares on which Dividend
has not been encashed or claimed by the Members for 7
consecutive years or more shall also be transferred to the
demat account of the IEPF Authority.

During the financial year the Company has transferred
H 780373 (h Seven Lac Eighty Thousand Three Hundred
Seventy Three only) to IEPF authority on account of the
unpaid & unclaimed dividend for the financial year 2016-17.

Deposits

During FY25, your Company has not accepted any fresh
deposits from the public in terms of the provisions of
Section 73 of the Act. Further, no amount on account of
principal or interest on deposits from the public was
outstanding as on March 31, 2025 and all deposits have
been paid off in totality.

Particulars of Loans, Guarantees or Investments

Your Company has not given any guarantee and/or
provided any security to any body corporate, whether
directly or indirectly, within the meaning of Section 186 of
the Act. The details of loans have been disclosed in note
no. 8 and details of investments have been disclosed in
note no. 5 to the standalone financial statements forming
part of this Report.

TRANSFER TO RESERVES

The Company does not propose to transfer any
amount to reserves.

REPORTING OF FRAUDS

In terms of section 134(3) (ca) of the Act, during the
Financial Year ended on March 31, 2025, the statutory
auditors, cost auditors and the secretarial auditors have
not reported to the Audit Committee, under section 143(12)
of the Act, any instances of fraud committed against the
Company by its officers or employees, the details of which
would need to be mentioned in the Board''s Report.

CREDIT RATING

During the year under review, the company continued
to obtain Credit Ratings from the Agency named as
Infomerics Valuations and Ratings Private Limited in
relation to the various financial facilities it has obtained
from banks as on 31^st March, 2025.

CHANGE IN THE NATURE OF BUSINESS

At the end of the financial year under consideration the
edible oil business has nearly been exited by the Company
barring few sections of the plant being continued to fulfil
pre-agreed commitments and is now primarily focussing
on the Distillery segment only.

MATERIAL CHANGES BETWEEN THE DATE OF THE
BOARD REPORT AND END OF FINANCIAL YEAR

There have not been any material changes in the
Company''s operations.

RESOLUTION AND MATTERS APPROVED THROUGH
POSTAL BALLOT DURING FINANCIAL YEAR

During the year under review, No Resolution and matters
passed through Postal Ballot.

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 https://www.
bcl.ind.in/investors-pdf/694/Annual%20Return%20FY24-25.

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 as Annexure A

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:

I. Audit Committee

II. Nomination and Remuneration Committee

III. Stakeholder Relationship Committee

IV. Corporate Social Responsibility Committee

V. Risk Management Committee

RELATED PARTY TRANSACTIONS

All contracts / arrangements / transactions entered into by
the Company during the Financial Year ended on March
31, 2025 with related parties were in the ordinary course
of business, on an arm''s length basis, had no conflict
with the interest of the Company and in accordance with
the policy on related party transactions. All related party
transactions are placed before the Audit Committee on a
quarterly basis for review and approval. As provided under
section 134(3)(h) of the Act and Rules made thereunder
and the Listing Regulations, disclosure of particulars of
material transactions (i.e. transactions exceeding 10,000
million. (Rupees Ten Thousand Million only) or 10% (ten
percent) of the annual consolidated turnover as per the
last Audited Financial Statements) with related parties
entered into by the Company in the prescribed Form No.
AOC-2 is annexed to this report as Annexure-A. Disclosures
on related party transactions as per Ind-AS 24 are set out in
the Notes to the Audited Standalone Financial Statements.

As a part of the Company''s annual planning process,
before the beginning of a financial year, details of all the
transactions proposed to be executed with related parties,
including the estimated amounts of transactions to be
executed and other relevant details, are approved by the
Audit Committee and the Board.

Further approval is sought during the year for any new
transaction / modification to the previously approved
limits / terms of contracts with the related parties. This
is followed by a quarterly review of the related party
transactions by the Audit Committee. The policy on
materiality of related party transactions and dealing
with related party transactions is provided in a separate
section of Corporate Governance Report, which forms a
part of this Annual Report.

Pursuant to and in compliance with provisions of regulation
23(9) of the Listing Regulations, the Company has filed the
related party transactions with the stock exchanges on
the date of disclosing the standalone and consolidated
financial results.

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.

Companies'' vigil mechanism, plays a crucial role
in upholding the values by providing a platform for
employees and stakeholders to report concerns about
unethical behaviour, fraud, or misconduct.

Companies'' vigil mechanism is designed to Encourage
Reporting; Robust Processes; Timely Resolutions;
Compliance and Monitoring; Awareness and Training.

Companies believe that maintaining a strong vigil
mechanism not only strengthens our governance
framework but also reinforces trust among our stakeholders.
We remain committed to fostering an environment where
ethical behavior is valued and upheld by all.

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 - C forming part of this Report.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

The Company has received a show cause notice (SCN) from Securities and Exchange Board of India (SEBI) wherein the
Company was asked to show cause as to why an inquiry should not be held against the Company and its Managing Director
in terms of Rule 4 of SEBI (procedure of holding inquiry and imposing penalties) Rules, 1995 read with section 15-I of the SEBI
Act, 1992 for the alleged violation of Regulation 31(4) of SEBI (listing obligations and disclosure requirements) regulations, 2015
read with relevant regulations of SEBI (Issue of capital and disclosure Requirements) Regulations, 2018 and SEBI (Prohibition
of Insider Trading) Regulations, 2015. The matter was pursued and the Company and its Managing Director has received the
settlement order nos. SO/an/pr/2024-25/8146,8147 on March 6, 2025 from the office of the General Manager & Adjudicating /
Enquiry Officer, Enquiries and Adjudication Department (EAD-5), Securities and Exchange Board of India (SEBI).

Below is the gist of the matter pursuant to SEBI Circular No. SEBI/HO/CFD/CFD-PoD 1/P/CIR/2023/123 dated July 13, 2023:

The Company has paid a fine of H 20,000 plus GST to BSE Limited and National Stock Exchange levied as per Master
Circular No. SEBI/HO/CFD/PoD2/CIR/P/0155 dated November 11, 2024 (Chapter-VII(A)-Penal Action for Non-Compliance),

Sr. No.	Particulars	Description
1.	Name of the Authority	Mr. Amar Navlani
		General Manager & Adjudicating /Enquiry Officer, Enquiries and Adjudication Department (EAD-5), Securities and Exchange Board of India (SEBI)
2.	Nature and details of the action(s) initiated, or order(s) passed	Regulations 28 and 31 of the Settlement Regulations
3.	Date of receipt of communication from the authority	March 6, 2025
4.	Details of the violation(s) / contravention(s)	Violation of Regulation 31(4) of SEBI (listing obligations
	committed or alleged to be committed	and disclosure requirements) regulations, 2015 read with relevant regulations of SEBI (Issue of capital and disclosure Requirements) Regulations, 2018 and SEBI (Prohibition of Insider Trading) Regulations, 2015.
	Impact on financial, operation or other activities of	Settlement charges:
	the listed entity, quantifiable in monetary terms to the extent possible	H 1430000 (Fourteen Lakh Thirty Thousand Rupees) paid by the Company H 2860000 (Twenty-Eight Lakh Sixty Thousand Rupees) paid by the Managing Director of the Company. Company does not expect the said Order to have any material financial impact on the Company.

Sr. No Category	No. of complaints during financial year 2024-25	No. of complaints pending as at end of year 2024-25
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

issued by Securities and Exchange Board of India (SEBI)
with respect to penal actions prescribed for non¬
compliance of Reg 13(3) of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015 and Standard
Operating Procedure.

There was 20-day delay in filing the disclosure of
related party transactions to the stock exchanges under
regulation 13 (3) of SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 for the Quarter ending
31^st march,2025 and subsequent the penalty was imposed
and has since been paid.

As per the policy for waiver of fines, company has filed an
application for waiver on the Portal.

As part of our good corporate governance practices,
we are providing the following disclosures to ensure
transparency and accountability.

The Company has paid a fine of H 5000 plus GST to BSE
Limited and National Stock Exchange levied as per
Master Circular No. SEBI/HO/ CFD/PoD2/CIR/P/2023/120
dated July 11, 2023 (Chapter-VII(A)- Penal Action for
Non-Compliance), issued by Securities and Exchange
Board of India (SEBI) with respect to penal actions
prescribed for non- compliance of Reg 23(9) of the
SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 and Standard Operating Procedure.

There was 1-day delay in filing the disclosure of related
party transactions to the stock exchanges under
regulation 23 (9) of SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 for the Quarter ending
31^st march,2024 and subsequent the penalty was imposed
and has since been paid.

As per the policy for waiver of fines, company has filed an
application for waiver on the Portal.

STATUTORY AUDITORS

M/s AMRG & Associates, Chartered Accountants, New
Delhi, (FRN: 004453N) being the Statutory Auditors of
the Company has submitted their audit report along
with the audited standalone and consolidated financial
statements and 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 - B to this
report. No adverse comments have been made in the said
report by the Practicing Company Secretary.

Regulation 24A 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 2024-25 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, 2025, do not contain
any qualification or reservation or adverse remarks.

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.

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 2024-25 at a remuneration as may
be decided mutually. The proposed remuneration of the
Cost Auditors would be approved by the members in the
ensuing AGM for the financial year 2024-25. The Cost Audit
report shall be duly filed within prescribed time.

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
2024-25. During the year, the Company has appointed M/s
Mohan & Mohan, Chartered accountants (FRN 002612N),
Bathinda as the Internal Auditors of the Company.

DIRECTORS AND OFFICERS INSURANCE (D &O)

As per the requirements of Regulation 25 (10) of the SEBI
Listing Regulations, applicable to the Company being
covered under top 1000 companies based on their market
capitalization as at 31^st March, 2023, the Company has
taken Directors and Officers Insurance Policy (D & O) w.e.f.

F.Y. 2022-23, for all of its directors with a quantum and
coverage as approved by Board of Directors and same
continue for the F.Y 2024-25.

LISTING OF SECURITIES

The securities (Equity Shares) 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 2025-26.

INDUSTRIAL RELATIONS

The industrial relations remained very cordial and
responsive during the year under review.

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 2024-25.

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 of during
the year 2024-25:

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. Name of Director No.	Designation
1 Mr. Parampal	Chairman (non-executive and
Singh Bal	independent Director)
2 Mrs. Neerja Jain	Member (non-executive and independent Director)
3 Mr. Sat Narain Goyal	Member (Whole Time Director)

During the year 2024-25, in its pursuit to contribute to
the society, BCL Industries Limited through its CSR arm,
continued the construction of patients shelter home near
All India Institute of Medical Sciences (AIIMS) Bathinda to
provide subsidized accommodation to the patients and
their relatives coming from far off places to reside there
during their treatment at AIIMS. Till the end of the financial
2024-25, approx. 6 Cr. has already been spent of this project
and is presently ongoing. Complete 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- D
forming part of this Report.

GRATUITY

The provision for gratuity has been made as provided
under the Payment of Gratuity Act,1972 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 E 8.5 lakhs per month or
H 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 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- E forming part of this Report.

RISK MANAGEMENT:

Pursuant to and in compliance with the provisions of section
134(3)(n) of the Act and regulation 21 of the Listing Regulations,
the Company has constituted a Risk Management
Committee ("RMC"). The details of the RMC and its terms of
reference are set out in the Corporate Governance Report,
which forms a part of this Annual Report.

A well-defined risk management mechanism covering
the risk mapping and trend analysis, risk exposure,
potential impact and risk mitigation process is in place.
The objective of the mechanism is to minimize the impact
of risks identified and take advance actions to prevent or
mitigate them. The mechanism works on the principles
of probability of occurrence and impact, if triggered. A
detailed exercise is being carried out to identify, evaluate,
monitor and manage both business and non-business
risks. The Company has framed a Risk Management Policy

to identify and assess the key risk areas, monitor and report
compliance and effectiveness of the policy and procedure.

During the Financial Year ended on March 31, 2025, the
Company has reviewed its Risk Management Policy and
no revision was made in the said Policy. Discussion on risks
and concerns is covered in the MDA which forms a part of
this Annual Report.

INTERNAL CONTROL SYSTEM AND ITS ADEQUACY:

Pursuant to and in compliance with the provisions of section
134(5)(e) of the Act read with rule 8(5) of the Account
Rules, the Company has designed and implemented a
process driven framework for Internal Financial Controls
("IFC"). For the Financial Year ended on March 31, 2025, the
Board is of the opinion that the Company has sound IFC
commensurate with the size, scale and complexity of its
business operations.

The IFC operates effectively and no material weakness
exists. The Company has a process in place to continuously
monitor the same and identify gaps, if any, and implement
new and / or improved internal controls whenever the
effect of such gaps would have a material effect on the
Company''s operations.

The Company has a well-placed, proper and adequate
IFC system, which ensures:

® Orderly and efficient conduct of its business,

® Safeguarding of its assets,

® Prevention and detection of frauds and errors,

® Accuracy and completeness of the accounting records

and

® Timely preparation of reliable financial information.

The Board reviews the effectiveness of controls documented
as a part of IFC framework and takes necessary corrective
and preventive actions wherever weaknesses are identified
as a result of such reviews. This review covers entity level
controls, process level controls, fraud risk controls and the
Information Technology environment.

Based on this evaluation, no significant events had come
to notice during the Financial Year ended on March 31, 2025
that have materially affected, or are reasonably likely to
materially affect, our IFC. The management has also come
to a conclusion that the IFC and other financial reporting
was effective during the Financial Year ended on March 31,
2025 and is adequate considering the business operations
of the Company. The Statutory Auditors of the Company
have audited the IFC with reference to Financial Reporting
and their Audit Report is annexed as an Annexure to the
Independent Auditors'' Report under Standalone Financial
Statements and Consolidated Financial Statements.

MANAGING RISKS OF FRAUD, CORRUPTION AND
UNETHICAL BUSINESS PRACTICES:

i. Vigil Mechanism / Whistle Blower Policy:

The Company has built a reputation for doing
business with honesty and integrity and it has zero
tolerance for any type of unethical behavior or
wrongdoing. The Company has in place a stringent
vigil system to report unethical behavior in order to
promote professionalism, fairness, dignity and ethical
behavior in its employees.

Pursuant to and in compliance with the provisions
of section 177(9) of the Act, rule 7 of The Companies
(Meetings of Board and its Powers) Rules, 2014
and regulation 22 of the Listing Regulations, the
Company has established vigil mechanism and
framed Whistle Blower Policy for Directors and
employees to report concerns about unethical
behavior, actual or suspected fraud or violation of
the Company''s Code of Conduct or Ethics Policy and
Insider Trading Regulations. The Whistle Blower Policy
is uploaded on Company''s website and the weblink
of the same is provided in a separate section of
Corporate Governance Report which forms a part of
this Annual Report.

ii. BCL Business Conduct Policy:

The Company has framed "BCL Business Conduct
Policy" ("Business Conduct Policy") and is monitored
by the managing Director of the Company. Every
employee is required to review and sign the policy at
the time of joining and an undertaking shall be given
for adherence to the Business Conduct Policy. The
objective of the Business Conduct Policy is to conduct
the business in an honest, transparent and ethical
manner. The Business Conduct Policy provides for
anti-bribery and avoidance of other corrupt practices
by the employees of the Company.

GENERAL DISCLOSURES:

Your Directors state that the Company has made
disclosures in this report for the items prescribed in section

134(3) of the Act and rule 8 of the Accounts Rules to the
extent the transactions took place on those items during
the Financial Year ended on March 31, 2025.

During the Financial Year ended on March 31, 2025, the
Company has not-

(i) issued any warrants, debentures, bonds or any other
convertible or non-convertible securities,

(ii) issued any shares with differential voting rights,

(iii) issued any sweat equity shares and

(iv) made any changes in voting rights.

There are no proceedings initiated / pending against your
Company under the Insolvency and Bankruptcy Code,
2016 which can materially impact the business of the
Company. There were no instances where your Company
required the valuation for a one-time settlement or while
taking the loan from the Banks or Financial institutions.

The equity shares of the Company were not suspended for
trading during the Financial Year ended on March 31, 2025.

Disclosure pertaining to explanation for any deviation
or variation in connection with certain terms of public
issue, right issue, preferential issue, etc. is not applicable
to the Company.

There were no revisions of the financial statements and
the Board''s Report during the Financial Year ended on
March 31, 2025.

No significant or material orders were passed by the
Regulators or Courts or Tribunals impacting the going
concern status of the Company and its operations in the
future during the Financial Year ended on March 31, 2025.

In terms of section 134(3)(l) of the Act, apart from what is
mentioned in this report, there are no material changes
and commitments affecting the financial position of the
Company between the end of the financial year to which
the financial statements relate and the date of this report.

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:

In the preparation of the annual accounts for the financial
year ended March 31^st, 2025, the applicable accounting
standards and Ind AS had been followed and there were
no material departures;

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, 2025 and of
the profit and loss of the company for that period;

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;

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

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.

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 CFO 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.

For and on behalf of the Board of Directors

RAJINDER MITTAL SAT NARAIN GOYAL

Managing Director Whole Time Director

DIN: 00033082 DIN: 00050643

---

Mar 31, 2024

The directors have pleasure in presenting their 48th Annual Report along with the Standalone and Consolidated Audited Financial Statements of your Company for the financial year ended 31st March, 2024. The summarized Standalone and Consolidated financial performance of your Company is as follows:

(Rs. In Lacs)
Particulars	Standalone		Consolidated
	Current Year 2023-24	Previous Year 2022-23	Current Year 2023-24	Previous Year 2022-23
Revenue from Operations	169725.7	163309.62	220062.00	181991.70
Other Income	811.30	662.26	789.30	671.46
Total Income	170537.10	163971.88	220851.30	182663.16
Profit before Depreciation, Finance Cost and Tax Expense	13576.10	11894	19873.30	13027.58
Less: Depreciation	2390.30	1545.84	3598.30	2495.17
Less: Finance Cost	1280.00	726.87	3306.50	1983.42
Profit before Tax	9905.80	9621.29	12968.50	8548.99
(Less): Current Tax	(2000.00)	(2450.00)	(2000.00)	(2450.00)
Add/(Less): Deferred Tax	(432.50)	37.53	1376.70	1246.40
Tax of Earlier Year	(130.33)	-	-	-
Profit for the year	7342.90	7208.82	9591.70	6435.45
Other Comprehensive Income/(Loss)	247.91	129.49	256.10	129.49
Total Comprehensive Income	7590.85	7338.31	9847.80	6564.94
Earnings Per Share (of J 1/- each):
Basic	2.89	2.98	3.54	2.75
Diluted	2.80	2.89	3.43	2.66

ANNUAL PERFORMANCE SUMMARY

Coming to the operational highlights, FY23-24 has been a significant year and BCL established as one of the largest grain-based distilleries in India post the successful commissioning of our 100 KLPD ethanol plant at Svaksha Distillery Limited. This development marks the completion of second phase of the plant development and the total capacity at Svaksha now stands at an impressive 300 KLPD. This achievement highlights our commitment to growth and operational efficiency, and BCL is delighted to report that our overall distillery capacity has now reached 700 KLPD.

The company has been depending on utilizing maize for ENA & ethanol production. As the price inflation in both maize and broken rice, there has been dip in the margins. We expect the margin to improve going forward as maize crop has arrived in Bihar and bumper crop are forecasted in Uttar Pradesh and Punjab as well. The price has been stabilized and we expect a cool-down in the raw material prices going forward. We announced our entry into the bio-diesel segment. India has set a mandate for 5% bio-diesel blending by 2030, yet currently stands at less than 1%. We see a significant supply gap that BCL is ready to address. In line with this, our plan to set up a bio-diesel plant in Bathinda is on schedule. We have obtained all necessary clearances to establish a 75 KLPD bio-diesel plant. The company is targeting the commissioning of a bio-diesel plant within the next 12 months. Once

the bio-diesel plant is operational, it will support full vertical integration and enhance the value addition in manufacturing ethanol from maize. As India''s biofuel demand is anticipated to triple, BCL is positioned for substantial growth. Through strategic initiatives and government support, the company is expanding in the ethanol and biodiesel markets. BCL is working towards raising its capacity to 850 KLPD in the next two years. Increasing its supply of bottled country liquor to meet the strong demand for its brand in Punjab. This fiscal year, BCL has sold over 12 lakh boxes of PML country liquor, more than double compared to last year''s sales.

The company now has achieved full capacity utilization of the installed 700 KLPD distillery which is expected to generate revenue exceeding INR1,750 crores, solely from the distillery operation. Currently, the company plans to gradually exit the edible oil business during the financial year 2024-25. Additionally, the company is awaiting approval for a 150 KLPD ethanol expansion at Bathinda and intends to commence work promptly upon receiving the necessary clearance.

Additionally, we are dedicated to ensuring the highest standard of governance and disclosure. Our aim is to provide industry standard returns and create value for our stakeholders.

In the Edible Oil segment, we are slowly taking back our exposure from the vegetable oil segment as we don''t find a good future in this

product. Going forward the management is focussing on ramping up its distillery segment as majority of our revenue will be from ethanol, ENA and bio-diesel.

Lastly, in the Real Estate segment, in its attempt to reduce the financial burden of the company, BCL has continued to utilize revenue from the real estate to liquidate its debt, which is visible in the year-on-year results. Company is not planning to enter into any new Real Estate segment in upcoming years.

EXPANSION

The phase II of Bathinda distillery for additional 200 KLPD ethanol production which was commissioned in June 2023 has now been fully stabilized and total 400 KLPD is currently running at its rated/ full capacity. The rice straw-based power plant also has been stabilized and is giving substantial cost savings to the Company and its effect will be seen in the financial performance of the Company in the current financial year 2024-25.

Taking forward the growth strategy of the Company and post receipt of all statutory clearances, Board of Directors have approved the installation of a 75 KLPD Biodiesel production Plant at an estimated capex of H 160 Crores at its Bathinda Distillery Unit. Civil work for the same has already been started and the plant is expected to be commissioned within next 12 months. Additionally, the company is awaiting approval for a 150 KLPD ethanol expansion at Bathinda and intends to commence work promptly upon receiving the necessary clearance.

Kharagpur Plant

The existing capacity of 200 KLPD ethanol production plant at Kharagpur unit continues to run at its rated/full capacity. The successful commissioning of additional 100 KLPD ethanol production plant at ‘Svaksha Distillery Limited'' (Subsidiary of the Company) which marked the completion of 2nd Phase of the plant. With this expansion, the total capacity at ‘Svaksha'' now stands at an impressive 300 KLPD, reflecting the company''s commitment to growth and efficiency.

It was further noted that with the commissioning of additional 100 KLPD plant at Kharagpur, the total installed capacity at group level is now 700 KLPD and the Board is pleased to note that the Company is having full order book from Oil Marketing Companies till Q4 of the ethanol supply year which ends on 30/11/2024.

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 2023-24 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 financial year 2023-24 there has been no changes in the authorized equity share capital. However, the paid-up Equity Capital has increased by INR 3,08,50,000 from INR 24,15,00,000 as on 31/03/2023 to INR 27,23,50,000 as on March 31/03/2024. The increase in the paid-up capital of the Company during the financial year is on account of the conversion of 30,85,000 warrants out 54,66,334 warrants into 3,08,50,000 equity shares of the Company. As on the report date the paid-up capital of the Company has further increased to INR 29,51,63,340 subsequent to the conversion of 22,81,334 warrants held by Promoters & Promoters group into 2,28,13,340 equity shares of the Company.

In addition to this there has been no change in the capital structure of the Company and 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:

During the year under review, there was no new appointment to Board of Directors

ii. Retirement by rotation:

In accordance with the provisions of the Companies Act, 2013 and Articles of Association of the Company, Mr. Kushal Mittal, Managing Director of the Company will be retiring by rotation in the upcoming AGM.

Resignations/ Removal of Directors:

During the year 2023-24, None of the Director resigned from the Board of Directors.

iii. 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.

In the opinion of the Board, there has been no change in the circumstances which may affect their status as Independent Directors of the Company and the Board is satisfied of the integrity, expertise, and experience (including proficiency in terms of Section 150(1) of the Act and applicable rules thereunder) of all Independent Directors on the Board. In terms of Section 150 read with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014, Independent Directors of the Company are registered on the Independent Director Databank maintained by the Indian Institute of Corporate Affairs (IICA).

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, 5(Five) Board Meetings and 4(Four) 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.

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 29/05/2023 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/2022/04/Familiarization-programme-2021-22.pdf

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.

Key Managerial Personnel

During the year under review, the Company had five Key Managerial Personnel viz. Mr. Rajinder Mittal, Managing Director, Mr. Sat Narain Goyal, Whole time Director, Mr. Kushal Mittal, Managing Director, Mr. Gulab Singh, Chief Financial Officer and Mr. Ajeet Kumar Thakur, Company Secretary.

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 2023-24, There was no change in Managerial Personnel.

CHANGE IN THE NAME OF THE COMPANY

There was no change in the name of the Company during the Financial Year 2023-24.

SUBSIDIARY COMPANY

The Company has a Subsidiary Company viz. M/s Svaksha Distillery Limited. The Company holds 75% Equity Shares in the subsidiary as on 31st March, 2024.

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-F 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/wp-content/uploads/2022/04/Policy-on-Material-subsidiary.pdf

During the financial year 2023-24, pursuant to Section 168(1) and other applicable provisions of the Companies Act, 2013 Ms. Shweta Jhunjhunwala (DIN:01 723007) & Mr. Pankaj Kumar Jhunjhunwala (DIN:01 782827) Resigned from the directorship of the Company. Company has made necessary changes in term of allotment of preference share to M/S Svarna infrastructure & Builders private limited and made the preference share as convertible to equity shares. Company with the consent of board of director of the company has made issue, offer and allotment of 12,24,012 (Twelve lac twenty-

four thousand twelve only) equity shares of face value of H 10/- (Ten Rupees only) each fully paid up, on a preference basis, at a price of Rs 210/-(Rs Two hundred ten only) per equity share (including premium of Rs 200/-per share) to Two of the existing shareholders of the companies on preferential issue basis to BCL industries limited No. of shares 918009 & M/S Svarna infrastructure & builders private limited No. of shares 306003.

DIVIDEND

The Board of Directors have recommended a dividend of INR 0.25/ share on 29,51,63,340 equity shares, aggregating to H 737.90 Lakhs in respect of F.Y 2023-24.

Hence the Dividend, if any, approved by the Members at the ensuing Annual General Meeting shall be paid to all shareholders as on the record date. 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.

DIVIDEND DISTRIBUTION POLICY

Pursuant to the provision of Regulation 43A of the SEBI (Listing Obligations and Disclosure Requirement) Regulations, 2015, the top 1000 listed entities based on market capitalization (calculated as on March 31 of every financial year) shall formulate a dividend distribution policy which shall be disclosed on the website of the listed entity and a web-link shall also be provided in their annual reports.

The Company though not covered under top 1000 entities, based on market capitalization as on 31st March, 2024 has continued to have this policy in place the Board approved and adopted Dividend Distribution Policy w.e.f financial year 2023-24 has been placed on the Company''s website at https://www.bcl.ind.in/wp-content/uploads/2022/04/ DIVIDEND-DISTRIBUTION-POLICY-2022.pdf.

TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND

As required under the provision of the Section 124 & 125 and other applicable provisions of the Companies act, dividends that remain unpaid / Unclaimed for a period of consecutive 7 years, are required to be transferred to the account administered by the Central Government viz. Investor Education and Protection Fund (“IEPF”). Further, according to the said Rules, the shares on which Dividend has not been encashed or claimed by the Members for 7 consecutive years or more shall also be transferred to the demat account of the IEPF Authority.

In the financial year 2015-16 Company has not declared any Dividend hence there is no obligation under Section 124 & 125.

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.

MONITORING AGENCY

During the year under review, the company has obtained Monitoring Agency Report from Credit Rating Agency named as Infomerics Valuations and Ratings Private Limited in relation to the issue of Preferential Convertible warrants of the company for the quarter ended 31st March, 2024.

CHANGE IN THE NATURE OF BUSINESS

During the Financial year the Company''s management decided to slowly reduce its exposure in the Edible Oil segment and is now primarily focussing on the Distillery segment only. By the end of the financial year 2024-25, Company will be completing exiting edible oil business.

MATERIAL CHANGES BETWEEN THE DATE OF THE BOARD REPORT AND END OF FINANCIAL YEAR

There have been material changes as the company is taking slow exit from the Edible oil sector.

RESOLUTION AND MATTERS APPROVED THROUGH POSTAL BALLOT DURING FINANCIAL YEAR

During the year under review, No Resolution and matters passed through Postal Ballot.

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/2023/06/ MGT-7-ANNUAL-RETURN-2022-2023.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 Secretarial 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 as Annexure A

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:

I. Audit Committee

II. Nomination and Remuneration Committee

III. Stakeholder Relationship Committee

IV. Corporate Social Responsibility Committee

V. Risk Management 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.

As it is to disclose that during the financial year 23-24, the Company did not enter into any transactions with related parties as defined under applicable accounting standards or company policy. Therefore, there are no related party transactions to report for the period. The Board of Directors has reviewed and confirmed the absence of such transactions. 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 2023-24.

The Related Party Transactions are placed before the Audit Committee of the Company for prior approval, as required under applicable law. Prior omnibus approval of the Audit Committee, as required under Listing Regulations as amended, is also 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 Related Party Transactions was also amended by the Board of Directors to incorporate the new requirements introduced under the SEBI Listing

Regulations, more particularly applicable w.e.f 01st April, 2023. The amended 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

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.

Companies'' vigil mechanism, plays a crucial role in upholding the values by providing a platform for employees and stakeholders to report concerns about unethical behaviour, fraud, or misconduct.

Companies'' vigil mechanism is designed to Encourage Reporting; Robust Processes; Timely Resolutions; Compliance and Monitoring; Awareness and Training.

Companies believe that maintaining a strong vigil mechanism not only strengthens our governance framework but also reinforces trust among our stakeholders. We remain committed to fostering an environment where ethical behavior is valued and upheld by all.

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 - C forming part of this Report.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

The Company has paid a fine of H 5000 plus GST to BSE Limited and National Stock Exchange levied as per Master Circular No. SEBI/HO/ CFD/PoD2/CIR/P/2023/120 dated July 11,2023 (Chapter-VII(A)-Penal Action for Non-Compliance), issued by Securities and Exchange Board of India (SEBI) with respect to penal actions prescribed for noncompliance of Reg 23(9) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Standard Operating Procedure.

There was 1-day delay in filing the disclosure of related party transactions to the stock exchanges under regulation 23 (9) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 for the Quarter ending 31st march,2024 and subsequent the penalty was imposed and has since been paid.

As per the policy for waiver of fines, company has filed an application for waiver on the Portal.

STATUTORY AUDITORS

M/s AMRG & Associates, Chartered Accountants, New Delhi, (FRN: 004453N) being the Statutory Auditors of the Company has submitted their audit report along with the audited standalone and consolidated financial statements and 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 - B to this report. No adverse comments have been made in the said report by the Practicing Company Secretary.

Regulation 24A 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 2023-24 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, 2024, do not contain any qualification or reservation or adverse remarks.

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.

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 2023-24 at a remuneration as may be

decided mutually. The proposed remuneration of the Cost Auditors would be approved by the members in the ensuing AGM for the financial year 2023-24. The Cost Audit report shall be duly filed within prescribed time.

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 2023-24. 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 closure of the financial year 2023-24, M/s Mohan & Mohan, Chartered accountants (FRN 002612N), Bathinda have been reappointed as Internal Auditors for Financial Year 2024-25.

DIRECTORS AND OFFICERS INSURANCE (D &O)

As per the requirements of Regulation 25 (10) of the SEBI Listing Regulations, applicable to the Company being covered under top 1000 companies based on their market capitalization as at 31st March, 2023, the Company has taken Directors and Officers Insurance Policy (D & O) w.e.f. f.y. 2022-23, for all of its directors with a quantum and coverage as approved by Board of Directors and same continue for the f.y 2023-24.

LISTING OF SECURITIES

The securities (Equity Shares) 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 2024-25.

INDUSTRIAL RELATIONS

The industrial relations remained very cordial and responsive during the year under review.

DISCLOSURE OF COMPLAINTS OF SEXUAL HARASSMENT, 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 of during the year 2023-24:

Sr. „ Category No.	No. of complaints during financial year 2023-24	No. of complaints pending as at end of year 2023-24
1 Child labour / forced labour / involuntary labour	The Company does not hire Child Labour, Forced Labour or involuntary Labour	Not Applicable
2 Sexual Harassment	No reported case	Not Applicable
3 Discriminatory Employment	No reported case	Not Applicable

During the year 2023-24, the Company had identified certain projects/ activities on which the CSR expenditure for the financial year was made. The activities included measures for reducing inequalities faced by socially and economically backward groups- slum re- development or EWS housing, promoting education and health care including preventive health care, facilities for senior citizens, Rural Development, animal welfare 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- D forming part of this Report.

GRATUITY

The provision for gratuity has been made as provided under the Payment of Gratuity Act,1972 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 Rs 1.02 Crores per year to be disclosed in the Report of Board of Directors are not applicable to the Company as

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 2023-24.

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)

none of the employees was in receipt of remuneration in excess of the 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- E forming part of this Report.

RISK MANAGEMENT

The Company believes that managing risks helps in maximizing returns. A risk management framework has been developed and implemented by the company for identification of elements of risk whether external or internal risks if any, which in opinion of board may specifically face by the company and may threaten the existence of the company. It aims to identify commodity prices, Price fluctuation of raw material and finished goods, Credit Risks, inflation, financial, operational, sectoral, sustainability (particularly ESG related risks), information, Cyber security risks, 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. Company''s risk culture promotes awareness and responsibility for risk management across all levels of the organization. Company follows forward-looking perspective on the organization''s risk management strategy. company has implemented various risk mitigation strategies to risk avoidance, risk reduction, risk sharing, or risk acceptance strategies.

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, 2024, 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. Company''s internal financial system Address the challenges or areas for improvement, address emerging risks or changes in regulatory requirements, Enhance the scalability and adaptability, Strengthen the culture of accountability and compliance across the organization. Company Emphasize robust board''s oversight for effectiveness and promoting a strong internal financial control.

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 forwardlooking 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:

In the preparation of the annual accounts for the financial year ended March 31st, 2024, the applicable accounting standards and Ind AS had been followed and there were no material departures;

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 31,2024 and of the profit and loss of the company for that period;

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;

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

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.

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 CFO 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.

---

Mar 31, 2023

Directors’ Report

To

The Members,

BCL INDUSTRIES LIMITED

Your Directors have pleasure in presenting their 47^th Annual Report along with the Standalone and Consolidated Audited Financial Statements
of your Company for the financial year ended 31^st March, 2023. The summarized Standalone and Consolidated financial performance of
your Company is as follows:

	Standalone		Consolidated
Particulars	Current Year 2022-23	Previous Year 2021-22	Current Year 2022-23	Previous Year 2021-22
Revenue from Operations	163309.62	199306.87	181991.70	199306.85
Other Income	662.26	811.21	671.46	811.78
Total Income	163971.88	200118.08	182663.16	200118.63
Profit before Depreciation, Finance Cost and Tax Expense	11894	14,580.18	13027.58	14569.84
Less: Depreciation	1545.84	1454.24	2495.17	1468.10
Less: Finance Cost	726.87	1763.33	1983.42	1766.29
Profit before Tax	9621.29	11362.61	8548.99	11335.45
(Less): Current Tax	(2450.00)	(3000.00)	(2450.00)	(3000.00)
Add/(Less): Deferred Tax	37.53	141.92	336.46	141.92
Less: Prior period items	-	-	-	-
Profit for the year	7208.82	8504.54	6435.45	8477.37
Other Comprehensive Income/(Loss)	129.49	104.40	129.49	104.40
Total Comprehensive Income	7338.31	8608.94	6564.94	8581.78
Earnings Per Share (of H 10/- each):
Basic	29.85	35.22	27.45	35.10
Diluted	28.92	35.22	26.59	35.10

ANNUAL PERFORMANCE SUMMARY

During the year under review, the Total Income of the Company was H 163971.88 Lakhs as against H 200118.08 Lakhs in the previous year,
showing a drop 18.06% over the previous year which is being explained in the subsequent paras. Your Company has earned a Net Profit after
tax of H 7208.82 Lakhs as against H 8504.54. Lakhs in the previous year showing a decrease of around 15.23 % in PAT. Earnings Per Share of
the Company for the current year 2022-23 has been H 29.85 per share as against H 35.22 per share (Basic) in the previous year showing a
drop of around 15.24 %.

Coming to the operational highlights, the distillery unit at Bhatinda continues to operate at 100% capacity utilization with good demand for
both ENA and Ethanol and the company has started commercial production from its 200 KLPD expansion at Bathinda unit in the month of
June 2023. This should have a positive impact on the Company''s financials moving forward.

To combat inflation and fuel prices, the company has commissioned its paddy straw-based 10-megawatt power plant in Bhatinda in the second
half of May 2023. The Company expects this power plant to bring down the fuel cost for the Distillery segment significantly moving forward.

For ENA market, March and April months are considered to be lean months as the new excise policy is renewed during this period. This has
led to a lower demand for ENA in West Bengal and the Company expects its sales from West Bengal plant under its subsidiary, Svaksha
Distillery unit, to be good moving forward. The expansion plans for the additional 100 KLPD at Svaksha Distillery Limited has already begun
and the Company expects to commission this plant by December 2023, with an estimated cost of around INR 94 crores.

There has been a significant increase in EBITDA margin for the Financial Year 2022-23 in the Distillery segment and this has happened due to
very good demand for ENA and the company’s strong inventory management during the period of fuel price inflation.

Additionally, the Company has also started using maize to produce Ethanol which is another very good raw material for the industry. We as
a Company are expecting that the maize prices of ethanol will be significantly increased by the government to promote ‘Atmanirbhar Bharat’
and the government is in full support to the agriculture sector and is ensuring that a farmer is not selling his crop below MSP. Last year, the
mustard and maize crop gave good returns to the farmer which ultimately benefits the agriculture sector and that will only help India in crop
diversification, which is a very urgent need as of now. So as per Board’s reading of the market and the policy, we expect that the government
will increase the maize price of ethanol which in turn will make it lucrative for the distilleries to procure maize from market, which is currently
surplus, and convert it into ethanol and sell to the OMCs.

In the Edible Oil segment, there was a dip in revenue for the financial year, which was due to the drop in global edible oil prices globally. Despite
this dip in revenues, the Company was able to get good EBITDA margin from this sector due to strong inventory management. Global edible
oil prices have decreased at about 30% to 40% when compared to the previous year, while the Company''s revenue from edible oils had only
decreased by 26.5%.

This indicates that the Company has not decreased its volume being processed from this sector. The edible oil prices continue to be in
decline and the Board is watching the trend carefully. The Company is engaged in both types, indigenous and imported edible oil businesses
and the indigenous oil business like cotton seed, mustard and rice bran oil is Company’s specialty. While global edible oil prices start to fall,
indigenous oils don’t give much losses in terms of inventory losses because the holding period is much shorter when compared to imported
oil and the prices of indigenous oil tend to be more stable as opposed to imported oil.

Lastly, in the Real Estate segment, in its attempt to reduce the financial burden of the company, BCL has continued to utilize revenue from the
real estate to liquidate its debt, which is visible in the year-on-year results.

EXPANSION

Company commissioned its captive power plant at its Bathinda distillery which can use about 12,000 MT of paddy rice straw per annum
to generate power. This will have a substantial effect to reduce stubble (Paraali) burning in Punjab which is a major environmental issue in
North India during Oct to Dec every year. The Company takes pride in saying that there has been no instance of stubble burning (since 2022)
in the villages surrounding the Bathinda Distillery due to this power plant.

Expansion of Bathinda distillery from 200 KLPD to 400 KLPD has been completed in 2023 of which 200 KLPD is dedicated for ENA (extra
neutral alcohol) and balance 200 KLPD is for ethanol manufacturing.

The company has begun the expansion of its grain-based distillery at Kharagpur (West Bengal) manufacturing unit from 200 KLPD to 300
KLPD. Both distilleries of the Company have achieved the status of ‘zero discharge unit’ and ‘full backward and forward integrated unit’ in
2023. The Company has initiated the process of another 150 KLPD expansion post 400 KLPD at Bathinda plant.

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 2022-23 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 Financial Year 2022-23 the Company has increased its authorized equity share capital from INR 25 Cr. To INR 35 Cr. The paid-up Equity
Capital as on March 31, 2023 remained at INR 24.15 Crore. The Company has issued 5466334 convertible warrants @ H 360/warrant on Preferential
basis to the persons belonging to Promoter, Promoter group and the public group and in addition to this there has been no change in the capital
structure of the Company and 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.

DISCLOSURE UNDER REGULATION 32 (7A) OF SEBI (LODR) REGULATIONS 2018

During the financial year 2022-23, the Company came up with a preferential issue of 5466334 fully convertible warrants allotted at a price of
Rs. 360/- per warrant aggregating to Rs. 196.79 Crores. The Company had received Rs. 49.19 Cr. being 25% of the consideration payable on
allotment of said warrants during the year 2022-23. M/s. Infomerics Valuation and Ratings Pvt. Ltd. was appointed as Monitoring Agency to
monitor the utilisation of the funds raised through preferential issue, in accordance with the provisions of Regulation 162A of the SEBI ICDR
Regulations. The funds raised during the financial year on allotment of convertible warrants were utilised for Working Capital Requirements
which is in line with the purpose for which these were raised and in accordance with the objectives of the said preferential issue stated in the
explanatory statement to the notice of Extra Ordinary General Meeting dated January 12, 2023 and there had been no deviation or variation
in the use of the proceeds/ funds so raised during the financial year

DIRECTORS AND KMPs

i. Appointments:

During the year under review, there was no new appointment to Board of Directors

ii. Retirement by rotation:

In accordance with the provisions of the Companies Act, 2013 and Articles of Association of the Company, Mr. 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 2022-23, None of the Director resigned from the Board of Directors.

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.

In the opinion of the Board, there has been no change in the circumstances which may affect their status as Independent Directors
of the Company and the Board is satisfied of the integrity, expertise, and experience (including proficiency in terms of Section 150(1)
of the Act and applicable rules thereunder) of all Independent Directors on the Board. In terms of Section 150 read with Rule 6 of the
Companies (Appointment and Qualification of Directors) Rules, 2014, Independent Directors of the Company are registered on the
Independent Director Databank maintained by the Indian Institute of Corporate Affairs (IICA).

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, 7(Seven) Board Meetings and 4(Four) 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 February 14, 2023 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/2022/04/Familiarization-programme-2021-22.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 under review, the Company had five Key Managerial Personnel viz. Mr. Rajinder Mittal, Managing Director, Mr. Sat Narain
Goyal, Whole time Director, Mr. Kushal Mittal, Managing Director, Mr. Gulab Singh, Chief Financial Officer and Mr. Ajeet Kumar Thakur,
Company Secretary.

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 2022-23, Mr. Ajeet Kumar Thakur was appointed as and Mr. Gurinder Singh Makkar ceased to be, Company Secretary
and Compliance officer of the Company w.e.f 2^nd November 2022.

CHANGE IN THE NAME OF THE COMPANY

There was no change in the name of the Company during the Financial Year 2022-23.

SUBSIDIARY COMPANY

The Company has a Subsidiary Company viz. M/s Svaksha Distillery Limited. The Company holds 74.99% Equity Shares in the subsidiary
as on 31^st March, 2023.

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- F 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/wp-content/uploads/2022/04/Policy-
on-Material-subsidiary.pdf

DIVIDEND

The Board of Directors have recommended a Final Dividend @ 50% i.e. Rs. 5/- per share on 9668173 equity shares belonging to public
category, aggregating to H 483.40 Lakhs (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 2022-23) in respect of FY 2022-23.

Hence the Dividend, if any, approved by the Members at the ensuing Annual General Meeting shall be only upon public category equity
shareholding as on record date. 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.

DIVIDEND DISTRIBUTION POLICY

Pursuant to the provision of Regulation 43A of the SEBI (Listing Obligations and Disclosure Requirement) Regulations, 2015, the top 1000 listed
entities based on market capitalization (calculated as on March 31 of every financial year) shall formulate a dividend distribution policy which
shall be disclosed on the website of the listed entity and a web-link shall also be provided in their annual reports.

The Company ranked 965^th position (NSE) among the top 1000 entities, based on market capitalization as on 31^st March, 2023. Accordingly,
the Board has approved and adopted Dividend Distribution Policy w.e.f Financial Year 2022-23. The Policy can be accessed on the
Company’s website at https://www.bcl.ind.in/wp-content/uploads/2022/04/DIVIDEND-DISTRIBUTION-POLICY-2022.pdf.

TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND

As required under the provision of the Section 124 & 125 and other applicable provisions of the Companies Act, dividends that remain Unpaid
/ Unclaimed for a period of consecutive 7 years, are required to be transferred to the account administered by the Central Government viz.
Investor Education and Protection Fund (“IEPF”). Further, according to the said Rules, the shares on which Dividend has not been encashed or
claimed by the Members for 7 consecutive years or more shall also be transferred to the demat account of the IEPF Authority.

During the Year under review, pursuant to the provisions of the Section 124 of the Act, Final Dividend for the Financial year 2014-15 amounting
to H 195729.60/- which remained unclaimed for a period of 7 years, has been transferred by the Company to the IEPF Authority.

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.

CREDIT RATING

During the year under review, the Company has obtained Monitoring Agency Report from Credit Rating Agency named as Infomerics
Valuations and Ratings Private Limited in relation to the issue of Preferential Convertible warrants of the Company for the quarter ended
31^st March, 2023.

DEPOSITS

The details of deposits outstanding as on 31^st March 2023 are furnished hereunder:

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 under review, No Resolution and matters passed through Postal Ballot.

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/2023/08/
Form-MGT-7-Annual-Report-2022-23-f-.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 as Annexure A.

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:

I. Audit Committee

II. Nomination and Remuneration Committee

III. Stakeholder Relationship Committee

IV. Corporate Social Responsibility Committee

V. Risk Management 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 2022-23.

The Related Party Transactions are placed before the Audit Committee of the Company for prior approval, as required under applicable law.
Prior omnibus approval of the Audit Committee, as required under Listing Regulations as amended, is also 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
Related Party Transactions was also amended by the Board of Directors to incorporate the new requirements introduced under the SEBI
Listing Regulations, more particularly applicable w.e.f 01^st April, 2023. The amended 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 21^st June, 2020 through Postal Ballot Process of the Company,
have given approval to certain material related party transactions up to a maximum amount of H 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 H 150 Crores with Svaksha Distillery Limited and upto H 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. Hence, the last year for approval
of the same will be considered as 2022-23.

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 42^nd Annual General Meeting up to the conclusion of 47^th Annual General Meeting and further the same
will be re-appointed as Statutory auditor from the Conclusion of 47^th AGM till the conclusion of 52^nd AGM of the company.

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

Regulation 24A 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 2022-23 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, 2023, 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 2023-24 at a remuneration as may
be decided mutually. The proposed remuneration of the Cost Auditors would be approved by the members in the ensuing AGM for the
financial year 2023-24. 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 2022-23. 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
closure of the financial year 2022-23, M/s Mohan & Mohan, Chartered accountants (FRN 002612N), Bathinda have been re-appointed as
Internal Auditors for Financial Year 2023-24.

DIRECTORS AND OFFICERS INSURANCE (D &O)

As per the requirements of Regulation 25 (10) of the SEBI Listing Regulations, applicable to the Company being covered under top 1000
companies based on their market capitalization as at 31^st March, 2023, the Company has taken Directors and Officers Insurance Policy (D &
O) w.e.f. Financial Year 2022-23, for all of its Directors with a quantum and coverage as approved by Board of Directors.

LISTING OF SECURITIES

The securities (Equity Shares) 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 2023-24.

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 2022-23:

Sr. No.	Category	No. of complaints during financial year 2022-23	No. of complaints pending as at end of year 2022-23
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 2022-23.

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 2022-23, the Company had identified certain projects/activities on which the CSR expenditure for the financial year
was made. The activities included measures for reducing inequalities faced by socially and economically backward groups- slum re¬
development or EWS housing, promoting education and health care including preventive health care, facilities for senior citizens, Rural
Development, animal welfare 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,1972 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 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 has been developed and implemented
by the Company for identification of elements of risk whether external or internal risks if any, which in opinion of Board may specifically face
by the Company and may threaten the existence of the Company. It aims to identify commodity prices, Price fluctuation of raw material and
finished goods, Credit Risks, inflation, financial, operational, sectoral, sustainability (particularly ESG related risks), information, Cyber security
risks, 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,
2023, 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:

In the preparation of the annual accounts for the financial year ended March 31, 2023, the applicable accounting standards and Ind AS had
been followed and there were no material departures;

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, 2023 and
of the profit and loss of the Company for that period;

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;

The Directors had prepared the annual accounts on a going concern basis;

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.

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 CFO 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.

For and on behalf of the Board of Directors

(RAJINDER MITTAL) (SAT NARAIN GOYAL)

Managing Director Whole Time Director

DIN: 00033082 DIN: 00050643

---

Mar 31, 2018

To

The Members,

BCL INDUSTRIES LIMITED

(Formerly Known as BCL Industries & Infrastructures Limited)

The Directors have pleasure in presenting their 42nd Annual Report along with the Standalone and Consolidated Audited Financial Statements of your Company for the year ended 31st March, 2018. The summarised consolidated and standalone financial performance of your Company is as follows:

(Rs. In Lakhs)

Particulars	Standalone		Consolidated
	Current year 2017-18	Previous Year 2016-17	Current year 2017-18	Previous Year 2016-17
Sales	85078.65	67128.11	85078.65	67128.11
Other Income	676.86	467.47	677.05	467.47
Total Income	85755.51	67595.58	85755.70	67595.58
Profit before Depreciation, Finance Cost and Tax Expense	5363.19	4128.37	5356.26	4128.37
Less: Depreciation	1052.88	850.58	1055.27	850.58
Less: Finance Cost	2079.19	2135.63	2126.14	2135.63
Profit before Tax	2231.12	1142.16	2174.85	1142.16
Less: Current Tax	350.00	200.00	350	200.00
Add/(Less): Deferred Tax	(41.37)	46.60	(41.37)	46.60
Less: Prior period items	-	12.70	-	12.70
Profit for the year	1839.75	976.06	1783.48	976.06
Other Comprehensive Income/(Loss)	(32.62)	(26.65)	(32.62)	(26.65)
Total Comprehensive Income	1807.13	949.41	1750.86	949.41
Earnings Per Share (of Rs. 10/- each) :
Basic	12.78	6.90	12.26	6.90
Diluted	10.31	6.90	9.90	6.90

PERFORMANCE REVIEW

During the year under review, the total Revenue of the Company was Rs. 85,755.51 Lakhs as against Rs. 67,595.58 Lakhs in the previous year showing an increase of 26.87%. The Company has earned a Net Profit after tax of Rs. 1,839.75 Lakhs as against Rs. 976.06 Lakhs in the previous year, showing a massive increase of 88.49% over the previous year. Earning Per Share of the Company for the current year 2017-18 has been almost double to Rs. 12.78 as compared to Rs. 6.90 per share (Basic) in the previous year. Your directors have made all their efforts to maintain healthy financial results of the company and they achieved success in maintaining the same which is apparent from the financial results of the company. Your directors are committed to keep this trend in future also.

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 thereunder, the Consolidated Financial Statements of the Company for the Financial year 2017-2018 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 Segments together with Auditors Report from part of the Annual Report. The Company has first time adopted Indian Accounting Standards (Ind AS) from 01st April, 2017.

SHARE CAPITAL/CHANGES IN CAPITAL STRUCTURE

During the year under review, the issued and paid up Equity Share Capital of the Company increased from Rs. 14,15,00,000/-divided into 1,41,50,000 Equity Shares of Rs. 10/- each, to Rs. 15,70,60,000/- divided into 1,57,06,000 Equity Shares of Rs. 10/- each on account of allotment of 15,56,000 Equity Shares to persons of Promoter Group on account of conversion of 15,56,000 warrants already issued on preferential basis. During the year under review, except for conversion of warrants into equity shares, 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.

Further, after the close of financial year 2017-18, the Company has further allotted 17,27,000 equity shares to persons of Promoter Group on account of conversion of 17,27,000 warrants already issued on preferential basis. As a result, as on date, the paid up equity share capital of the Company stand increased to Rs. 17,43,30,000/- divided into 1,74,33,000 equity shares of Rs. 10/- each. The said warrants carry an option / entitlement to subscribe to equivalent number of Equity Shares of Rs. 10/- each at a future date, not exceeding 18 (eighteen) months from the date of issue of such warrants at a price of Rs. 75/- which includes a premium of Rs. 65/- per share determined in accordance with Regulation 76 of the SEBI (Issue of Capital & Disclosure Requirements) Regulations, 2009.

DIRECTORS AND KMPs

(i) Appointments

There were no fresh/additional appointments to Board of Directors, during the financial year 2017-18.

(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

None of the Directors resigned from the Board of Directors of the Company during the year 2017-18. Further, in accordance with the provisions of Section 169 of the Companies Act, 2013 and other applicable provisions, Mr. Abhishek Bansal was removed from the Board of Directors w.e.f. 12th March, 2018.

(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, 20 (Twenty) Board Meetings and 6 (Six) 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.

(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 14.11.2017 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 weblink: http://www.bcl.ind.in/pdf/policies-mechanisms-2018/ familiarization-program-2017-2018.

(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 2017-18, the Company had four Key Managerial Personnel viz. Mr. Rajinder Mittal, Managing Director, Mr. Sat Narain Goyal, Whole time Director cum CFO, Mr. Subhash Mittal, CEO and Mrs. Kangan Dhamija, Company Secretary. Mr. Ashok Kumar Jindal resigned from the post of CFO w.e.f 30th June, 2017. Mr. Sat Narain Goyal, Whole Time Director was re-designated as Whole Time Director cum CFO of the Company during the year 2017-18 . He was again re-designated to the post of Whole Time Director w.e.f. 12th December, 2017.

Further, Mrs. Kangan Dhamija has resigned from the post of Company Secretary w.e.f 31st March, 2018. After the close of Financial Year 2017-18, Mr. Gurinder Singh Makkar has joined as Company Secretary cum Compliance Officer w.e.f. 11th April, 2018 and Mr. Gulab Singh has been appointed as Chief Financial Officer of the Company w.e.f. 11th April, 2018.

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 attached along with the Notice to the ensuing Annual General Meeting. The Remuneration paid to the KMPs is given in Form MGT-9 and Corporate Governance Report section of the Annual Report .

CHANGES IN MANAGERIAL PERSONNEL

After the close of Financial Year 2017-18, Mr. Rajinder Mittal was redesignated to the position of Non-Executive Director, liable to retire by rotation on 02nd August, 2018. He has been appointed as Managing Director of the Company for a period of three years w.e.f. 13th August, 2018 subject to the approval of Members of the Company at the ensuing Annual General Meeting. Accordingly, Members approval is being sought to his appointment as Managing Director of the Company.

Further, Mr. Sat Narain Goyal was also re-designated to the position of Non-Executive Director, liable to retire by rotation on 02nd August, 2018. He has been appointed as Whole Time Director of the Company for a period of three years w.e.f. 13th August, 2018 subject to the approval of Members of the Company at the ensuing Annual General Meeting. Accordingly, Members approval is being sought to his appointment as Whole Time Director of the Company.

CHANGE IN THE NAME OF THE COMPANY

During the year under review, the name of the company was changed from “BCL Industries & Infrastructures Limited” to “BCL Industries Limited” pursuant to approval given by the members at the 41st Annual General Meeting held on 23rd Day of September, 2017 and after obtaining other necessary approvals and meeting the required compliances .

SUBSIDIARY COMPANY

During the Financial Year 2017-18, M/s Svaksha Distillery Limited became the subsidiary of the Company. The Company holds 51% Equity Shares in the subsidiary as on 31st March, 2018.

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- G 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 forms 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 upto the date of the Annual General Meeting (‘AGM’). 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 weblink of the same is http:// www.bcl.ind.in/pdf/policies-mechanisms-2018/determining-material-policy-2017-2018.pdf

DIVIDEND

Your directors are of a view to plough back the profits in order to meet the requirements for the increased working capital, hence the directors did not recommend any dividend to be declared for the year under review.

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 2017-18 . In the recent years, the company has declared Dividends only for the years 2014-15 and 2016-17. 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.

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 details of deposits accepted/ renewed during the year under review are furnished hereunder:

S. No.	PARTICULARS	(Rs. In Lakhs)
a)	Accepted during the year	48.52
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	33.50
f)	Balance of deposits outstanding at the end of the year	75.02

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 SINCE END OF FINANCIAL YEAR

The Members of the Company have given their approval vide Resolutions passed on 25th July, 2018 in response to the Notice of Postal Ballot dated 30th May, 2018, to the following :

1. Increase in authorised share capital of the Company:

Members have approved the increase in Authorised Share Capital to Rs. 25 Crores and consequent changes in Memorandum of Association of the Company. The Authorised Share Capital of the Company stands increased to Rs. 25 Crores divided into 2.5 Crore Equity Shares of Rs. 10/- each.

2. Adoption of new set of Memorandum of Association (MOA) of the Company:

The Company has adopted by passing Special Resolution by Postal Ballot Process, a new set of MOA to make it consistent with the provisions of Companies Act, 2013 including the Rules framed thereunder. The altered MOA of the Company, as approved and applicable w.e.f. 25th July, 2018 is available at website of the Company i.e. www.bcl.ind.in.

3. Adoption of new set of Articles of Association (AOA) of the Company:

The Company has adopted by passing Special Resolution, a new set of AOA of the Company suitably rephrased in accordance with the provisions of Companies Act, 2013. The altered AOA of the Company as approved and applicable w.e.f 25th July, 2018 is available at website of the Company i.e. www.bcl.ind.in

4. Raising of further capital/funds by Issue of Equity Shares/Securities through Qualified Institutions Placement:

Members have approved by passing Special Resolution, issue of Equity Shares/Securities through Qualified Institutions Placement to the Qualified Institutional Buyers (“QIBs”) upto an amount of Rs. 60 Crorers.

ANNUAL RETURN

The Extract of Annual Return as required under section 92(3) of the Companies Act, 2013 read with Rule 12 of the Companies (Management and Administration) Rules, 2014 in Form MGT-9 is appended as an ANNEXURE- E to this Report.

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

DISSOLVING OF THE RISK MANAGEMENT COMMITTEE

As our company is not among top 100 listed companies determined on the basis of market capitalization as stipulated under SEBI (Listing Obligation and Disclosure Requirement) Regulation, 2015, it is not mandatory for the Company to maintain such Committee. So, after the close of financial year 2017-18, the Board of Directors at its meeting held on 30.05.2018, has dissolved Risk Management Committee on the basis of aforesaid grounds.

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 thereunder are not attracted. A disclosure in Form AOC-2 in terms of Section 134 of the Companies Act, 2013 though not required, is given at Annexure- C forming part of this Report. 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.

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 has 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 Himanshu & Associates, Chartered Accountants, Bathinda, were re-appointed as Statutory Auditors of the Company at the 41st Annual General Meeting in accordance with the provisions of the Companies Act, 2013. M/s Himanshu & Associates resigned from the post of Statutory Auditor of the Company and the casual vacancy was filled by the appointment of M/s AMRG & Associates, Chartered Accountants, New Delhi, (FRN : 004453N) in their place and their appointment was approved at the Extra Ordinary General Meeting held on 12th March, 2018. M/s AMRG & Associates, Chartered Accountants, New Delhi, (FRN : 004453N) will hold office upto the conclusion of ensuing Annual General Meeting. Based on the recommendation of Audit Committee, your Company seeks approval for the appointment of M/s AMRG & Associates, Chartered Accountants, New Delhi, (FRN : 004453N) as our Statutory Auditors to hold office from the conclusion of 42th Annual General Meeting upto the conclusion of 47th Annual General Meeting.

There are no qualifications or reservation or remarks made by the Auditors in their Report.

SECRETARIAL AUDIT

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.

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 2018-19 at a remuneration of Rs. 50000/- 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 2017-18, 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 has 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. The Company has appointed M/s Kamal Parshotam Jain & Co., Chartered Accountants, (Membership No. 97577, Firm Registration No. 016659N) as the Internal Auditors.

LISTING OF SECURITIES

Presently, the securities of the Company are listed only at BSE Ltd. (BSE). The Company has paid the listing fees to the BSE upto the financial year 2018-19.

During the year under review, the Company has allotted 15,56,000 equity shares to persons of Promoter Group on conversion of 15,56,000 warrants already issued on preferential basis. The Company has applied for listing approval and listing approval in respect of said shares is pending with BSE.

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 thereunder. 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 2017-18:

Sr. No.	Category	No. of complaints during financial year 2017-18	No. of complaints pending as at end of year 2017-18 1
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 case reported	Not applicable
3	Discriminatory employment	No case reported	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.

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 The Director	Designation
1	Mr. Ramesh Chander Nayyar (Independent Director)	Chairman
2	Mr. Sat Narain Goyal (Whole Time Director/ Executive Director)	Member
3	Mr. Varinder Kumar Nayar (Independent Director)	Member
4	Mrs. Meenu Mittal (Independent Women Director)	Member

During the year, the Company had identified certain projects/activities on which the CSR expenditure for the financial year 2017-18 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- D forming part of this Report. The Company has spent around 98% of the 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. The minor amount which remained unspent due to unavoidable circumstances, will be added to the CSR budget for the Financial Year 2018-19.

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 Rs. 8.5 lacs per month or Rs. 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- F forming part of this Report.

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, 2018, 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, 2018, 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, 2018 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.

For and on behalf of the Board of Directors

(RAJINDER MITTAL) (SAT NARAIN GOYAL)

Place : Bathinda Managing Director Whole Time Director

Date : 13th August, 2018 DIN: 00033082 DIN: 00050643

---

Mar 31, 2016

To, The Members of BCL INDUSTRIES &

INFRASTRUCTURES LIMITED

The Directors have pleasure in presenting the 40th Director''s report of your Company together with the Audited Statement of Accounts and the Auditors'' Report of your company for the financial year ended 31st March, 2016,

FINANCIAL HIGHLIGHTS Rs. In lacs

particulars	Current year	Previous Yes
	2015-16	2014-15
Sale	52731.69	67689,32
Other Income	504.S0	612.58
Total Income	53286.49	68301.90
Profit before Depreciation	3062.07	4280.41
Finance Cost and Tax Expense
Less t
Depreciation	7 77,86	827,92
Finance Cost	-MOO .82	2431.85
Profit before Tax	883.39	1020.64
Current Tax	175.00	200.00
Deferred Tax	18,20	49-64
Prior period items	44.77	79.41
Profit for the year	645.4*	691.59
Earnings per share (Rs :)
Basic	4.56	4.B9
Diluted	436	4,89

STATE OF COMPANY''S AFFAIRS

During the year under review, the total Income of the Company was Rs. 53286,49 Lakh against Rs 69301.90 lakh in the previous year. The Company has earned a Profit after tax of Rs. 645.42 Lakh as compared to the previous year''s profit of Rs. 69 1.59 lakh. Your Directors are continuously looking for avenues for future growth of the Company.

TRANSFER TO RESERVES IN TERMS OF SECTION 134 OHJ) O F TH t CO MPAMIES ACT, 2013

For the financial year ended 31st March, 2016,there is no transfer to Genera I reserves.

DIVIDEND

Keeping in view the requirement of funds for future expansions, your Directors do not recommend any dividend for the year ended 31st March,2016.

MATERIAL CHANGES BETWEEN THE DATE OF THE BOARD RE PORT A ND £N D 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 re late and the date of the report.

DETAILS OF SUBSIDIARY/.)OINTVENTURES

As on 31st March 2016, the Company does not have any subsidiary/joint ventures.

CHANG E 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.

ANNUAL RETURN

The Extract of Annual Return as required under section 92(3) of the Companies Act, 2013 read with Rule 12 of the Companies (Management and administration) Rules, 20141 h form WlGT-9 is annexed herewith for your kind perusal and information.(Annexure: II)

MEETINGS OF THE BOARD OF DIRECTORS

During the year twenty four Board Meetings and four Audit Committee Meetings were convened and held, the details of which are given in Corporate Governance Report, ‘The intervening between the Meeting s was within the period prescribed under the Companies Act, 2013,

The following Meetings of the Board of Directors were held during the Financial Year 2015-16:

SN	Date of Meeting	Board Strength	No. of Director* Present
1	06/05/2015	5	4
2	16/05/2015	5	4
3	19/05/2015	5
4	25/05/201S	5	4
5	30/05/2015	3	5
6	08/06/2015	5	4
7	10/06/2015	5	4
8	25/06/2 015	5	5
9	01/08/2015	5	4
10	14/0B/2015	S
n	1 S/08/2015	5	4
12	26/08/2015	5	4
13	26/09/2015	3
14	28/10/2015	5	4
15	02/11/2015	5	4
16	06/11/2015	6	5
M	14/11/2015	6	6
IB	03/12/2015	6	5
19	15/01/2016	6	5
20	05/02/2016	6	5
21	13/02/2016	6	6
22	23/02/2016	6	5
23	07/03/2016	6	5
24	26/03/2016	6	5

DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to 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, the applicable accounting standards had been followed along with proper explanation relating to 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 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 provision 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; and

(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.

FIXED DEPOSITS

the details of deposits accepted/ renewed during the year under review are Furnished hereunder:

S. No. PARTICULARS (Rs.In Lakh)

a} Amount accepted during the year NIL

b) Amount unpaid at the end of the year 55.00

c) Whether there has been any default in : NIL repayment of deposits or payment of interest thereon during the year

DECL A R ATION B Y IN D EP EN D ENT DIRECTORS

The Board of Directors of the Company hereby confirms that all the Independent directors duly appointed by the Company have given the declaration and they meet the criteria of independence as provided under section 149(6) of the Companies Act, 2013.

Dl RECTO R5 A ND KE Y M A N AG ERIAL P ER SON N EL

Sh, Rajinder Mittal, Managing Director and Sh. S.M, Goyal. Whole-time Director of the company, retires by rotation at the ensuing Annual General Meeting and being eligible offers themselves for re-appointment

Shri Abhishek Bansal was appointed as Additional Director of the company w,e,f, 06.11 -2015, who will be regulated as director in the ensuing general meeting.

The remuneration paid to the Executive Directors is given in Corporate Governance report.

With very deep condolence, it is informed that Sh. Navdeep Gupta,CFO of the company passed away on 53,03,2016, which was a great loss to the company. Hence,5h. Ashok Kumar Jindal was appointed as CFO of the company filling the vacancy of Sh.Navdeep Gupta.

STATUTORY Auditor AND AUDlTOR S'' RE PORT

M/s P. Mittal & Co., Chartered Accountants were appointed as Statutory Auditors in the previous Annual General Meeting. As per the provisions of Section 139{2) of Companies Act, 2013, regarding rotation of Auditor Firm,, the above said firm had to resign as statutory auditors of the company, hence new firm M/s Himanshu & Associates, Chartered Accountants, Bathinda are eligible for appointment at ensuing Annual General Meeting of the company from the conclusion of Annual General Meeting for the financial year 2015-16 till the conclusion of the Annual General Meeting for the financial year 2020-21 as per the provisions of Companies Act, 2013. They have confirmed their eligibility to the effect that their appointment, if made, would be within the prescribed limits under the Act and that they are not disqualified for re-appointment.

There are no qualifications or adverse remarks in the Auditors'' Report which require any clarification/ explanation. The Notes on financial statements are self-explanatory. and needs no further explanation.

DISCLOSURE ABOUT COST AUDIT

In terms of the provisions of Section 143 and all other applicable provisions of the Companies Act, 2013, read with the Companies*Audit and Auditors) Rules, 2014, M/s Khushwinder Kumar 4 Co., Cost Accountants have been appointed as Cost Auditors to conduct the audit of cost records of your company for the financial year 2016-17.

Your Company submits its Cost Audit Report with the Ministry Of Corporate Affairs within the stipulated time period.

INTERNAL AUDIT & CONTROLS

The Company had engaged M/s Kama I Parshotam Jain & Co. as its Internal Auditors for the Financial year 201S-16, During the year, the Company continued to implement their suggestions and recommendations to improve the control environment. Their scope of work includes review of processes for safeguarding the assets of the Company, review of operational efficiency, effectiveness of systems and processes and assessing the internal control strengths in all areas. Internal Auditors findings are discussed with the process owners and suitable corrective actions taken as per the directions of Audit Committee on an ongoing basis to improve efficiency In operations.

M/s KamaI Parshotamia in & Ca, have been reappointed as Internal Auditors of the financial year 2016-17,

PARTICULARS OF EMPLOYEES

The provisions of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, are not applicable as, there was no employee in the company during the year, drawing remuneration more than the amount specified in terms of the Act.

SECRETARIAL AUDITOR AND SECRETARIAL AUDIT REPORT

In terms of Section 204 of the Act and Rules made there under, the Board had appointed M/s S. Parnami & Associates, Practicing Company Secretary, as Secretarial Auditors of the company to conduct Secretarial Audit for the financial year 2015-16. The report of the Secretarial Auditors is enclosed to this report. The report is se If explanatory a n d do not cal I for any further comments.

EXPLANATION OR COMMENTS ON QUALIFICATIONS, RESERVATIONS OR ADVERSE REMARKS OR DISCLAIMERS MADE BY THE AUDITORS AND THE PRACTICING COMPANY SECR ETARYINTHEIR RE PORTS

There was no qualifications, reservations or adverse remarks made either by the Statutory Auditor* or by the Practicing Company Secretary in their respective reports.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

As required under Section 135 of the Companies Act; 2013, the Board of Director has constituted a Corporate Social Responsibility (CSR) Committee comprising Shri R.C Nayyar as the Chairman and Shri V.K. Nayyar and Sh. 5 N Goya I as other members to formulate and recommend to the Board, a Corporate Social Responsibility (CSR) Policy which shall Indicate the activities to be undertaken by the Company as specified in Schedule V| I of the Companies Act, 2013, to recommend the amount of expenditure to be incurred on the activities and to monitor the Corporate Social Responsibility Policy of the Company from time to time.

The Annual Report on CSR activities of the Company is furnished in Annexure I and attached to this report.

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 Remuneration Policy is stated in the Corporate Governance Report.

CORPORATE GOVE FINANCE CERTIFICATE

The Compliance certificate from the statutory auditors regarding compliance of conditions of corporate governance as stipulated in SIBI Listing Regulations is annexed with the report,

MANAGEMENT DISCUSSION ANALYSIS

The Management Discussion and Analysis forms integral part of this Annual Report for the year ended 31st March, 2015.

INDUSTRY STRUCTURE AND DEVELOPMENTS

Your Company is engaged in the business of Edible Oil, Distillery and Real Estate developers & colonizers..

EDIBLE OIL BUSINESS : Your company has an integrated edible oil complex comprising of oil, Crushing Unit, Solvent Extraction Unit, Refinery, Vanaspati Ghee Manufacturing Unit and Rice She Her and it has become one of the biggest integ reted Unit in the North India Region. The major products of the company in this unit are Vanasp3ti Ghee, Kefmed Vegitable oils, Edible Oils and Rice under the brand name of Homecook, Do Khajoor and Murli.

DISTILLERY UNIT: The Distillery unit of the company, having capacity of 100 KLPD at Village Sang at Kalan, Distt, Bathinda, is running successfully. This unit is manufacturing vide range of liquors under the brand name of As|i Santra, Ranjha Sounfi, Punjab Special Whisky, Punjab Special Rum, Punjab Special Dry Gin, Rajdhani Special Whisky (For Delhi NCR), Shalimar Masaledar Sharab (For Delhi NCR) and in IMFL i,e.9 Star Whisky.

REAL ESTATES : In this field the company has two projects viz., D. D. Wlittal towers Phase I & D.D, Mittal Towers Phase II at Multania Ftoad, Bathinda. The work progress in the D, D. Mittal Towers phase II is on full s wi ng and the project Is Likely to be completed within a short period-The company is also running a project under the name and sty le of ’ Ganpati Enclave", DabwaIi Road, Bathinda as proprietorship firm. It is a well known project in the city,

CAUTIO N A RY STAT£M ENT

The above Management Discussion and Analysis describing the Company''s objectives, projections, estimates and expectations may be "forward looking statements''¹ within the meaning of applicable securities laws and regulations. Actual results could differ materially from those expressed or implied. Important factors that could make a difference to the Company’s operations include external economic conditions affecting demand/supply influencing price conditions in the markets in which the Company operates, changes in Government regulations, statutes, tax Laws and other incidental factors.

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS MADE UNDER SECTION 1S6 OF THE COMPANIES ACT, 2013

Particulars of loans given, investment made, guarantees given and securities provided along with the purpose for which the loan or guarantee or security 35 proposed to be utilized by the recipient are provided in the standalone financial statement. please refer Note No. 11 to 12 the financial statement

RELATED PARTY TRANSACTIONS

The particulars of every Contract or arrangements entered into by the company with related parties referred to in sub-section (1) of section 18& of the Companies Act, 2013 including certain arm length transactions under third proviso thereto is disclosed in Form No. AQC-2 furnished in Annexure II and is attached to this report.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

The information pertaining to conservation of energy, technology absorption. Foreign exchange earnings and outgo as required under the provisions of Section 134(3} (m) of the Companies Act, 7013 read with Rule S(3) of the Companies (Accounts) Rules, 2014 is as follows:

Earnings: Nil

Outgo: Rs. 10S66.14 Lacs

RISK MANAGEMENT

During the year, the Risk Management Committee which has been entrusted with the responsibility to assist the Board in {a) Overseeing and approving the Company(s) enterprise wide risk management framework; and (b) Overseeing that all the risks that the organization faces such a s strategic, financial credit, market, liquidity, security, property, regulatory, reputational and other risks have been identified and assessed and there is an adequate risk management infrastructure in place capable of addressing those risks. A Group Risk management Policy was reviewed and approved by the Committee.

The Company manages, monitors and reports on the principal risks 3nd uncertainties that can impact its ability to achieve its strategic objectives.

INTER N AL FIN ANCI AL CONTROLS

The Company has in place adequate internal financial controls with reference to financial statements. Du ring the year, such controls were tested and no reportable material weaknesses in the design or operation were observed.

OBLIGATION OF COMPANY UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESS A L) ACT, 2QT3

In order to prevent sexual harassment of women at work places new act The Sexual Harassment of Women at workplace (Prevention, Prohibition and Redressed Act, 2013 has been notified on 9th December, 2013. Under the said Act the company had set up an Internal Complaints Committee to Look into complaints relating to sexual harassment at work place of any women employee.

Company has adopted a policy for prevention of Sexual Harassment of Women at workplace and the Committee has already implemented the said policy. During the year Company has not received any complaint of harassment,

HUMAN RESOURCES

Your Company treats its "human resources" as one of its most important assets.

Your Company continuously invest in attraction, retention and development of talent on an ongoing basis. A number of programs that provide focused people attention are currently underway. Your Company thrust is in the promotion of talent internally through job rotation and job enlargement.

TRANSFER OF AMOUNT TO INVESTOR EDUCATION AND PROTECTION

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 {I EPF).

LISTING WITH STOCK EXCHANGES

The Company confirms that it has paid the Annual Listing Fees For the year 2016-17 to BSE where the Company''s Share are listed.

GENERAL

Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these item s during the year under review:

1. Details relating to deposit covered under Chapter V of the Act,

2. Issue of equity shares with differentia I rights a s to dividend, voting or otherwise.

3. Issue of shares (including sweat equity shares) to employees of the Company under any scheme save and except EBOS referred to in this Report,

4. No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Company''s operations in future.

ACKNOWLEDGEMENT

Your Directors wish to express their grateful appreciation to the continued co-operation received from the Banks, Government Authorities, Customers, Vendors and Shareholders during the year under review. Your Directors also wish to place on record their deep sense of appreciation for the committed service of the Executives, staff and Workers of the Company.

for and on behalf of the Board of Director

Plate; Bathinda [Pb.) Chairman

Date: 30^th May, 2016 DIN: 029AS711

---

Mar 31, 2014

Dear Members,

The Directors are pleased to present the 38th Annual Report on the working of the Company together with the Audited Accounts for the financial year ended 31st March, 2014.

1. FINANCIAL RESULTS

(Amount Rs. in Lacs)

2013-14 2012-13

Profit before Depreciation, 3296.86 2606.04

Finance Cost and Tax Expenses

Less: Finance Cost 1414.74 1406.46

Depreciation 1119.96 745.07

Profit before tax 762.16 454.87

Add / (Less):

Current Tax (85.00) (65.00)

Deferred Tax (2.71) (660.50)

Prior Period Items (81.28) (63.75)

Profit for the year 593.17 (334.38)

EPS after exceptional Item:

Basic 4.19 -

Diluted 4.19 -

PERFORMANCE REVIEW

During the year under review, your company has been able to achieve a Turnover of Rs.637.39 crores as compared to the previous year''s turnover of Rs. 573.82 crores and has earned a Profit (before tax) of Rs. 7.62 crores against the profit before tax of previous year of Rs. 4.55 crores, which shows a remarkable growth of your company. Despite the company faced various adversities like increase in Raw Material Costs, Manufacturing Costs and various other expenses, your company was able to make up for the previous year''s losses and earn a recommendable growth this year.

Even in the adverse situations, your directors have made efforts to maintain healthy financial results of the company and they got success in maintaining the same as per the aforesaid financial results of the company. Your directors are committed to keep this trend in future also.

DIVIDEND

The Directors are pleased to recommend a Final Dividend of Rs. 0.50 per equity share (5% of Paid-up Capital of the company) for the year ended 31st March 2014. The total payout of the proposed dividend is Rs. 70.75 lacs. A motion for the confirmation of the dividend will be placed before the shareholders at the Annual General Meeting.

DIRECTORS

Shri Sat Narain Goyal, Director of the company, retires by rotation at the ensuing Annual General Meeting and being eligible offers himself for re-appointment. During the Year under review the Board has appointed Smt. Meenu Mittal as Additional and Woman Director of the company with effect from 30.07.2014 and Sh. Ramesh Chander Nayyar as Additional Director cum Chairman of the company with effect from 14.08.2014 who shall be regularized as Independent Directors of the company in the forth coming Annual General Meeting.

Sh.Varinder Kumar Nayyar, Director of the company shall be re-appointed as Independent Director of the company to hold office for five consecutive years from April 01, 2014 up to March 31,2019 not liable to retire by rotation. Also, during the year under review Shri Vinod Mittal resigned from the post of Director, due to personal reasons, with effect from 30.07.2014

CORPORATE GOVERNANCE REPORT

Pursuant to Clause 49 of the Listing Agreement with the Stock Exchanges, Management Discussion and Analysis, Corporate Governance Report and Certificate by the Managing Director and CFO confirming compliance by all the Board Members with Company''s Code of Conduct and Auditor''s Certificate regarding compliance of condition of Corporate Governance are made a part of the Annual Report.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the requirement under section 217 (2AA) of the Companies Act, 1956, it is hereby confirmed that:

(i) In the preparation of the annual accounts the applicable accounting standards have been followed.

(ii) The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that were 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 and of the profit of the Company for the year under review.

(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, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) The Directors have prepared the accounts for the financial year ended 31st March, 2014 on a ''going concern'' basis

LISTING OF EQUITY SHARES

The equity shares of the company continue to be listed on Ludhiana (Regional), Delhi, Mumbai Stock Exchanges and listing fee for the year 2013-2014 have been paid to each of the said Stock Exchanges.

HUMAN RESOURCES

The company has maintained a climate of co operation & confidence for its employees. Our relation with employees is based on mutual trust & respect and we continue to maintain the same spirit at all levels at all the time.

PARTICULARS OF EMPLOYEES

The provisions of Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 are not applicable as, there was no employee in the company during the year, drawing remuneration more than the amount specified in terms of section 217 (2A) of the Companies Act, 1956.

AUDITORS

M/s. P. Mittal & Co., Chartered Accountants, the Statutory Auditors of the Company, will hold office from the conclusion of the 38th Annual General Meeting till the conclusion of next Annual General Meeting subject to ratification as per the provisions of Companies Act, 2013.

AUDITORS'' REPORT

The observations of the Auditors are self explanatory and as such need no further explanation.

COST AUDIT

The Board of Directors have appointed M/s. Khushwinder Kumar & Co., Cost Accountants, Jalandhar as Cost Auditors of the Company under section 233-B of the Companies Act, 1956 for the year 2015-16. The Cost Auditor''s report will be forwarded to the Central Government as required under the law.

PUBLIC DEPOSITS

During the year under review, the Company has not accepted fixed deposits from the public under Section 58-A of the Companies Act, 1956 read with the Companies (Acceptance of Deposits) Rules, 1975.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS & OUTGO

Information as required under Section 217(1) (e) of the Companies Act, 1956 read with Rule 2 of the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 with respect to energy conservation, technology absorption and foreign exchange earnings & outgo are forming part of the Directors Report and are annexed hereto and forming part of the Director''s Report.

APPRECIATION

The Board of Directors places on record their appreciation to all the employees of the Company for their contribution to the operations of the Company during the year under review. Your Directors also place on record their sincere appreciation of the support extended by the Government and other Statutory Authorities, Company''s Bankers, Business Associates, Auditors and all the Shareholders of the Company.

for and on behalf of the Board Place : Bathinda, (Rajinder Mittal) Dated : 19th Aug, 2014 Managing Director

---

Mar 31, 2013

The Company hasrecei to propose the appointment of Shri Vinod Mittal as a d£w£ ofX comoanvH across the India. A detailed profife of Shri Vinod Mittal is knowledge and experience will be of ereat Directors are confident that his approva experience will be of great value to the company and hence commends the resolution No. 4 for your

None of *e directors of your company are interested or concerned in the afore said resolution exceptShri Vinod M^ta, Annua. General Meeting as per Cause 49 of the

CORPORATE GOVERNANCE REPORT

Pursuant to Clause 49 of the Listing Agreement with die Stock Exchanges, Management Discussion and Analysis. Corporate Governance Report and Certificate by die Managing Director and Manager (Finance) confirming compliance by all die Board Members widi Company''s Code of Conduct and Auditor''s Certificate regarding compliance of condition of Corporate Governance are made a part of die Annual Report

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to die requirement under section 217 (2AA) of die Companies Act, 1956, it is hereby confirmed diat (i) In die preparation of die annual accounts die applicable accounting standards have been followed.

(ii) The Directors have selected such accounting policies and applied them consistently and made judgments and estimates diat were reasonable and prudent so as to give a true and fair view of die state of affairs of die Company at die end of the financial year and of the profit of die Company for die year under review.

(iii) The Directors have taken proper and sufficient care for die maintenance of adequate accounting records in accordance widi die provisions of the Companies Act, 1956 for safeguarding die assets of die Company and for preventing and detecting fraud and otiier irregularities.

(iv) The Directors have prepared die accounts for die financial year ended 31" March, 2013 on a ''going concern'' basis.

USTING OF EQUITY SHARES

The equity shares of die company continue to be listed on Ludhiana (Regional), Delhi, Mumbai Stock Exchanges and listing fee for die year 2013-2014 have been paid to each of die said Stock Exchanges.

HUMAN RESOURCES

The company has maintained a climate of co-operdon & confidence for its employees. Our relation widi employees is based on mutual trust & respect and we continue to maintain die same spirit at all levels at all die time.

PARTICULARS OF EMPLOYEES

The provisions of Section 2I7(2A) of the Companies Act, 1956 read widi die Companies (Particulars of Employees) Rules, 1975 are not applicable as, tiiere was no employee in the company during die year, drawing remuneration more tiian die amount specified in terms of section 217 (2A) of die Companies Act, 1956.

AUDITORS

M/s. P. Mittal & Co., Chartered Accountants, die Statutory Auditors of the Company, will hold office until die conclusion of die ensuing Annual General Meeting and being eligible offer themselves for re- appointment.

AUDITORS'' REPORT

The observations of die Auditors are self explanatory and as such need no furdier explanation

COST AUDIT

The Board of Directors has appointed M/s. Khushwinder Kumar & Co., Cost Accountants, jalandhar as Cost Auditors of die Company under section 233-B of die Companies Act, 1956 for die year 2013-2014. The Cost Auditor''s report will be forwarded to die Central Government as required under die law.

PUBLIC DEPOSITS

During the year under review, the Company has not accepted fixed deposits from the public under section 58-A of the Companies Act 1956 read with the Companies (Acceptance of Deposits) Rules, 1975.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS & OUTGO

Information as required under Section 217( I )(e) of the Companies Act 1956 read with Rule 2 of die Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 with respect to energy conservation, technology absorption and foreign exchange earnings & outgo are forming part of the

Directors Report and are annexed hereto and form part of the Directors'' Report

APPRECIATION

The Board of Directors place on record their appreciation to atl the employees of die Company for their contribution to the operations of the Company during the year under review. Your Directors also place on record their sincere appreciation of the support extended by the Government and other Statutory Authorities, Company''s Bankers, Business Associates, Auditors and all the Shareholders of the Company.

for and on behalf of the Board

Place : Bathinda, NiSheth

Dated : 09 August, 2013 Company Secretary

---

Mar 31, 2012

To The Members of BCL Industries & Infrastructures Ltd.

The Directors are pleased to present the 36th Annual Report on the working of the Company together with the Audited Accounts for the financial year ended 31st March, 2012.

FINANCIAL RESULTS

The financial highlights are as follows

(Rs.in Lacs)

2011-2012 2010-2011

Profit before Depreciation,

Finance Cost and

Tax Expenses 1935.27 1195.61

Less:

Finance Cost 1041.24 304.11

Depreciation 233.57 208.27

Profit before tax 660.46 683.23

( Add ) / Less :

Current Tax 160.00 140.00

Deferred Tax (17.24) (1 1.59)

Profit for the year 517.70 554.82

( Add ) / Less :

Prior Period Items

- Excess / Short Provision of Tax of Earlier Year 30.02 33.19

- Previous Year Adjustment 4.50 0.58 - b/f Surplus (47.32) (226.27)

Total Surplus Available 530.50 747.32

APPROPRIATIONS

Transferred to

General Reserve 500.00 700.00

Balance carried to

Balance Sheet 30.50 47.32

Total 530.50 747.32

PERFORMANCE REVIEW

Financial year 2011-12 was challenging year. The global economy, barely a year after recession, witnessed lower economy growth due to downfall in Indian Rupee in comparison with the US $ and downfall scenario in Sensex, resulting in the increase of prices of crude edible oils, increase in interest rates, inflation in indigenous raw materials, packing materials, other processing chemicals, direct & indirect cost etc., etc. Despite of this constraints and challenging environment the company performed reasonably well and the highlight of the performance are as above.

ACHIEVEMENT

Your directors have pleasure to inform you that this year the company has achieved the following goals inspite of the challenging environment & adverse market scenario:

- Your directors have pleasure to inform you that for the construction of luxury residential flats at Multania Road viz, D.D. Mittal Towers Phase-ll, the company has obtained all the statutory permissions including environment clearance & the project will be launched very soon during the current financial year.

-The installation of Distillery unit has been completed well in time and the production has been started in the month of June, 2012. It will strengthen the overall revenue of the company in the current year.

-During the year your company has acquired the firm M/s Ganpati Estates in which the company was partner with 88% share in the previous year. Now your company have become the sole proprietor of the said firm.

-Your company once again got "B.K.Goenka Award" for being the second highest producer of refined rice bran oil in the country.

DIVIDEND

Your company has set up a Distillery Unit at Village "Sangat Kalan", Dabwali Road, Bathinda which is going to be completed within a short span of time and the production is expected to come out in the month of Aug., 2012 and the project D.D.Mittal Towers Phase-ll is under progress. Keeping in view of the requirements of funds for working capital for both above said projects as well as to conserve the resources for the future requirement, your Directors do not recommend dividend for the year.

DIRECTORS

Mr. V. K. Nayyar, Director, liable to retire by rotation at the ensuing Annual General Meeting and being eligible offers himself for re-appointment.

CORPORATE GOVERNANCE REPORT

Pursuant to Clause 49 of the Listing Agreement with the Stock Exchanges, Management Discussion and Analysis, Corporate Governance Report and Certificate by the Managing Director and Manager (Finance) confirming compliance by all the Board Members with Company's Code of Conduct and Auditor's Certificate regarding compliance of condition of Corporate Governance are made a part of the Annual Report.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the requirement under section 217 (2AA) of the Companies Act, 1956, it is hereby confirmed that:

(i) In the preparation of the annual accounts the applicable accounting standards have been followed.

(ii) The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that were 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 and of the profit of the Company for the year under review.

(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, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

(iv) The Directors have prepared the accounts for the financial year ended 31st March, 2012 on a 'going concern' basis.

LISTING OF EQUITY SHARES

The equity shares of the company continue to be listed on Ludhiana (Regional), Delhi, Mumbai Stock Exchanges and listing fee for the year 2012-2013 have been paid to each of the said Stock Exchanges.

HUMAN RESOURCES

The Company regards its employees as the most valuable assets and continuously reviews and evolves policies and procedures to attract and retain its pool of technical and managerial personnel through a conducive work environment.

PARTICULARS OF EMPLOYEES

The provisions of Section 217(2 A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 are not applicable as, there was no employee in the company during the year, drawing remuneration more than the amount specified in terms of section 217 (2A) of the Companies Act, 1956.

AUDITORS

M/s. P. Mittal & Co., Chartered Accountants, the Statutory Auditors of the Company, will hold office until the conclusion of the ensuing Annual General Meeting and being eligible offer themselves for re-appointment.

AUDITORS' REPORT

The observations of the Auditors are self explanatory and as such need no further explanation.

COST AUDIT

The Board of Directors has appointed M/s Pawan & Associates, Cost Accountants, Jalandhar as Cost Auditors of the Company under section 233-B of the Companies Act, 1956 for the year 2012-2013. The Cost Auditor's report will be forwarded to the Central Government as required under law.

PUBLIC DEPOSITS

During the year under review, the Company has not accepted fixed deposits from the public under section 58- A of the Companies Act, 1956 read with the Companies (Acceptance of Deposits) Rules, 1975.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS & OUTGO

Information as required under Section 217(l)|e) of the Companies Act, 1956 read with Rule 2 of the Companies

(Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 with respect to energy conservation, technology absorption and foreign exchange earnings & outgo are forming part of the Director's Report and are annexed hereto and form part of the Director's Report.

APPRECIATION

The Board of Directors place on record their appreciation to all the employees of the Company for their contribution to the operations of the Company during the year under review. Your Directors also place on record their sincere appreciation of the support extended by the Government and other Statutory Authorities, Company's Bankers, Business Associates, Auditors and all the Shareholders of the Company.

for and on behalf of the Board

Place :Bathinda, (Rajinder Mittal)

Dated 14th Aug., 2012 Chairman & Mg. Director

---

Mar 31, 2011

The Members of BCL Industries & Infrastructures Limited

The Directors are pleased to present the 35th Annual Report on the working of the Company together with the Audited Accounts for the financial year ended 31st March, 2011.

FINANCIAL RESULTS

(Rupees In Lacs) The financial highlights are as follows :-

2010-2011 2009-2010

Profit before Interest, Depreciation and Tax 1119.82 791.39

Less:

Interest 228.32 316.37

Depreciation 208.27 203.77

683.23 271.25

Less : Provision for Taxation 140.00 50.00

Profit after Tax 543.23 221.25

Add: Balance brought forward from previous year 226.27 13.17

769.50 234.42

(33.77) (3.90)

Add/Less: Previous year Adjustment 11.59 4.24 including tax Deferred Tax

Available for appropriation 747.32 226.28

APPROPRIATIONS

Transferred to General Reserve 700.00 0.00

Balance carried to Balance Sheet 47.32 226.28

747.32 226.28

PERFORMANCE REVIEW

During the year under review, your company has been able to achieve a turnover of Rs.479.81 Crores (Previous Year Rs.304.20 Crores) & earned a profit after tax of Rs.543.23 Lacs as against Rs.221.25 Lacks in the previous year, despite the company faced various advertise like sharp increase in the input costs, increase in fuel prices, increase in the interest rates, credit crunch, fluctuation in Exchange Rates, hard competition due to excessive imports of finished goods and competition from the several domestic players.

In the last Annual General Meeting it was passed to install a Distillery Unit. Your Directors are pleased to inform you that the work of installation of Distillery Unit is going on full swing. The orders for procurement of Plant & Machinery are already placed and it is expected that the Distillery will start production in the current financial year itself.

ACHIEVEMENT

Your Directors have pleasure to inform you that the Company again got B. K. Geonka Award for being the "SECOND HIGHEST PRODUCER OF REFINED RICE BRAN OIL" in the country.

DIVIDEND

Keeping in view the requirement of funds for set up of Distillery Unit and need to conserve the resources of this, credit crunch Company for the follows 'capital requirements, your Directors do not recommend dividend on the equity shares.

DIRECTORS

Sh. Sat Narain Goyal, Whole Time Director, liable to retire by rotation at the ensuing Annual General Meeting and being eligible offers himself for re-appointment.

CORPORATE GOVERNANCE REPORT

Pursuant to Clause 49 of the Listing Agreement with the Stock Exchanges, Management Discussion and Analysis Corporate Governance Report and certificate by the Managing Director and Manager(Finance) confirming compliance by all the Board Members with Company' code of Conduct and Auditor's Certificate regarding compliance of condition of Corporate Governance are made a part of the Annual Report.

DIRECTORS'RESPONSIBILITY STATEMENT Pursuant to the requirement under section 217 (2AA) of the Companies Act, 1956, it is hereby confirmed that:

(i) In the preparation of the annual accounts the applicable accounting standards have been followed.

(ii) The Directors have selected such accounting policies and applied them consistently and made judgments and to were 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 and of the profit of the Company for the year under review.

(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, 1956 for safe guarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) The Directors have prepared the accounts for the financial year ended 31st March, 2011 on a 'going concern' basis.

LISTING OF EQUITY SHARES

The equity shares of the company are listed on Ludhiana (Regional), Delhi, Mumbai Stock Exchanges and listing fee for the year 2011-2012 have been paid to each of the said Stock Exchanges.

HUMAN RESOURCES

The Company regards its employees as the most valuable assets and continuously reviews and evolves policies and procedures to attract and retain its pool of technical and managerial personnel through a conducive work environment.

PARTICULARS OF EMPLOYEES

The revisions of Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 are not applicable as, there was no employee in the company during the year, drawing remuneration more than the amount specified in terms of section 217 (2A) of the Companies Act, 1956.

AUDITORS

M/s P Mittal & Co., Chartered Accountants, the Statutory Auditors of the Company, will hold office until the conclusion of the ensuing Annual General Meeting and being eligible offers themselves for re-appointment

AUDITORS' REPORT

The observations of the Auditors are self explanatory and as such need no further explanation.

COST AUDIT

The Board of Directors has re-appointed M/s Khushwinder Kumar & Co., Cost Accountants, Jalandhar as Cost Auditors of the Company under section 233-B of the Companies Act, 1956 for the year 2011-2012. The Cost Auditor's report will be forwarded to the Central Government as required under law.

PUBLIC DEPOSITS

During the year under review, the Company has not accepted fixed deposits from the public under section 58-A of the Companies Act, 1956 read with the Companies (Acceptance of Deposits) Rules, 1975.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS & OUTGO

Information as required under Section 217(1)(e)of the Companies Act, 1956 read with Rule 2 of the Companies (Disclosure of particulars in Report of Board of Directors) Rules, 1988 with respect to energy conservation technology absorption and foreign exchange earnings & outgo are forming part of the Directors Report and are annexed hereto and form part of the Director's Report.

APPRECIATION

The Board of Directors place on record their appreciation to all the employees of the Company for their contribution to the operations of the Company during the year under review. Your Directors also place on record their sincere appreciation of the support extended by the Government and other Statutory Authorities, Company's Bankers, Business Associates, Auditors and all the Shareholders of the Company.

for and on behalf the Board

Place : Bathinda

Date : 24th August, 2011 (Rajinder Mittal) Chairman & Mg. Director

---

Mar 31, 2010

The Directors are pleased to present the 34th Annual Report on the working of the Company together with the Audited Accounts for the financial year ended 31 st March, 2010.

FINANCIAL RESULTS

The financial highlights are as follows :-

(Rupees In Lacs)

2009-2010 2008-2009

Profit before Interest,

Depreciation and Tax 791.39 1615.46

Less :

Interest 316.37 342.58

Depreciation 203.77 211.91

271.25 1060.97

Less: Provision for Taxation 50.00 185.00

Profit after Tax 221.25 875.97

Add : Balance brought 13.17 16.73

forward from previous year 234.42 892.70

Add/Less : Previous year

Adjustment including taxes (3.90) (2.83)

Deferred Tax (4.24) 23.30

Available for appropriation 226.28 913.17



APPROPRIATIONS

Transferred to 0.00 900.00

General Reserve Balance carried to

Balance Sheet 226.28 13.17

226.28 913.17

PERFORMANCE REVIEW

During the year under review, your companys operations came under various pressures due to increase in the interest rates, rising in input costs/commodity prices, credit crunch, fluctuation in crude oil prices, fluctuation in exchange rate, hard competition due to excessive import of finished goods and falling demand due to recession. Despite these factors, your company adjusted to this situation and has been able to achieve a turnover of Rs. 304.20 Crores and earned profit after tax is of Rs. 221.25 Lacs, by managing efficiently and effectively with the resources at its disposal.

ACHIEVMENT

Your directors have pleasure to inform you that your company has been ranked 338 among top 500 large Industries of India, by a survey conducted by Industry 20, a premier business magazine which identifies the nations fastest growing manufacturing Industries. Your company for the first time has been ranked 401 among top 1000 companies in India, by Business Standard Magazine, in February, 2010. The company also got B. K. Goenka Award consecutively for third year, being the" SECOND HIGHEST PRODUCER OF REFINED RICE BRAN OIL" in the country.

D D MITTAL TOWERS

During the year under review, your Company has acquired 4.02 Acres land for the development of Apartment/SCO/Booth in the project popularly known as D D Mittal Towers at Multania Road, Bafhinda. The construction of the same will start soon.

DIVIDEND

Keeping in view of the working capital requirements of the Company, your Directors have decided not to recommend dividend on the equity shares.

DIRECTORS

Sh. Baldev Raj Gupta, Director, liable to retire by rotation at the ensuing Annual General Meeting and being eligible offers himself for re-appointment.

FORFEITED THE AMOUNT RECEIVED FROM THE WARRANT HOLDERS

The Board of Directors in its meeting held on 30th January, 2010 has forfeited the amount of Rs. 6,92,50,000/- being the upfront amount received from the warrant holders who have not exercised their right for conversion of 1,38,50,000 warrants into equity shares within the stipulated time. The said warrants were convertible into one equity share of Rs. 1 0/- each at the option of the warrant holders, at any time prior to the expiry of 1 8 months from the date of allotment i.e. uptolOth January, 2010.

CORPORATE GOVERNANCE REPORT

Pursuant to Clause 49 of the Listing Agreement with the Stock Exchanges, Management Discussion and Analysis, Corporate Governance Report and Certificate by the Managing Director and Manager (Finance) confirming compliance by all the Board Members with Companys Code of Conduct and Auditors Certificate regarding compliance of condition of Corporate Governance are made a part of the Annual Report.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirement under section 217 (2AA) of the Companies Act, 1956, it is hereby confirmed that:

(i) In the preparation of the annual accounts the applicable accounting standards have been followed.

(ii) The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that were 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 and of the profit of the company for the year under review.

(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, 1956 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

(iv) The Directors have prepared the accounts for the financial year ended 3 1 st March, 2010 on a going concern basis.

LISTING OF EQUITY SHARES

The equity shares of the company continue to be listed on Ludhiana (Regional), Delhi, Mumbai Stock Exchanges and listing fee for the year 2010-2011 have been paid to each of the said Stock Exchanges. Application for delisting of Equity Shares made to The Calcutta Stock Exchange Association Limited is under process.

HUMAN RESOURCES

The Company regards its employees as the most valuable assets and continuously reviews and evolves policies and procedures to attract and retain its pool of technical and managerial personnel through a conducive work environment.

PARTICULARS OF EMPLOYEES

The provisions of Section 21 7(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1 975 are not applicable, as during the year under review, there was no employee in the company drawing remuneration more than the amount specified in terms of section 21 7 (2A) of the Companies Act, 1956.

AUDITORS

M/s. P. Mirtal & Co., Chartered Accountants, the Statutory Auditors of the company, will hold office until the conclusion of the ensuing Annual General Meeting and being eligible offer themselves for re-appointment.

AUDITORS REPORT

The observations of the Auditors and notes on accounts are self explanatory and as such need no further explanation.

COST AUDIT

The Board of Directors has re-appointed M/s Khushwinder Kumar & Co., Cost Accountants, Jalandhar as Cost Auditors of the company under section 233-B of the Companies Act, 1 956 subject to the approval of the Central Government for the year 2010-201 1. The Cost Auditors report will be forwarded to the Central Government as required under law.

PUBLIC DEPOSITS

During the year under review, the company has not accepted fixed deposits from the public under section 58-A of the Companies Act, 1956 read with the Companies (Acceptance of Deposits) Rules, 1975.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS & OUTGO

Information as required under Section 217(1 )(e) of the Companies Act, 1956 read with Rule 2 of the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 with respect to energy conservation, technology absorption and foreign exchange earnings & outgo are forming part of the Directors Report and are annexed hereto and form part of the Directors Report.

APPRECIATION

The Board of Directors place on record their appreciation to all the employees of the company for their contribution to the operations of the company during the year under review. Your Directors also place on record their sincere appreciation of the support extended by the Government and other Statutory Authorities, Companys Bankers, Business Associates, Auditors and all the Shareholders of the Company.

for and on behalf of the Board

(Rajinder Mittal) Chairman & Mg. Director

Place : Bathinda, Date : 29th June, 2010