Reg 34_Annual Report

B C C FUBA INDIA LIMITED CIN: L51395HP1985PLC012209 40th Annual Report Board Of Directors and KMP 1. Mr. Chandar Vir Singh Juneja Chairperson & Independent Director 2. Mr. Abhinav Bhardwaj Execu�ve Director & CEO 3. Mr. Anurag Gupta Non-Execu�ve Director 4. Mrs. Alka Gupta Non-Execu�ve Director 5. Mrs. Manju Bhardwaj Non-Execu�ve Director 6. Mrs. Richa Bhansali Independent Director 7. Mr. Ritesh Kumar Kapoor Independent Director Appointed w.e.f 07.08.2025 and regularised at Annual General Mee�ng held on 01.09.2025 8. Mr. Narendra Kumar Jain Chief Financial Officer (KMP) 9. Mrs. Pankhuri Mathur Company Secretary Appointed with effect from 16.06.2025 Auditors : M/S Bhagi Bhardwaj Gaur & Co. Chartered Accountants 2952-53/2. Sangtrashan Paharganj, Delhi-110055 Internal Auditors : Vimal Jain & Associates Chartered Accountants, Address: RZ A-10, Shish Ram Park, U�am Nagar, New Delhi – 110059 Registered Office : B C C Fuba India Limited 4 KM, Swarghat Road, Nalagarh Dis�. Solan, Himachal Pradesh. -174 101 Corporate Office : B C C Fuba India Limited 109, Wing – II, Hans Bhawan, Bahadur Shah Zafar Marg, New Delhi 110002 Share Transfer Agent : MUFG In�me India Private Limited Noble Heights, 1st Floor, Plot No. NH 2, LSC, C-1 Block, Near Savitri Market, Janakpuri, New Delhi 110058 Ph- 011-49411000 Secretarial Auditors : Bir Shankar & Co. Company Secretaries G3/4, Second Floor, Sector -16 , Rohini, Delhi- 110089 NOTICE NOTICE is hereby given that the 40th Annual General Meeting of the members of B C C FUBA INDIA LIMITED (“the company”) will be held on Tuesday, the 01st day of September 2026 at 11:00 A.M. (IST) through Video Conferencing (“VC”) /Other Audio-Visual Means (OAVM) in accordance with the applicable provisions of the Companies Act, 2013 read with MCA Circulars to transact the following businesses: - The proceedings of the AGM shall be deemed to be conducted at the registered office of the Company at 4 KM, Swarghat Road, Nalagarh, District Solan, Himachal Pradesh -174 101. ORDINARY BUSINESS: - 1. To receive, consider and adopt the Audited Standalone & Consolidated Financial Statements of the company for the Financial Year ended 31st March 2026 and the Reports of the Board of Directors and the Auditor’s thereon. To consider, and if thought fit, to pass, the following resolution as an Ordinary Resolution: “RESOLVED THAT the Audited Standalone and consolidated Financial Statements of the Company for the financial year ended March 31, 2026, and the reports of the Board of Directors and Statutory Auditors thereon, as circulated to the Members, be and are hereby received, considered and adopted.” 2. To approve re-appointment of Mrs. Manju Bhardwaj (DIN 01778781), as Director, liable to retire by rotation. To consider, and if thought fit, to pass, the following resolution as an Ordinary Resolution: “RESOLVED THAT pursuant to the provisions of Section 152 and other applicable provisions of the Companies Act, 2013 read with Rules framed thereunder (including any statutory modification(s) or re-enactment(s) thereof for the time being in force) and Company's Articles of Association Mrs. Manju Bhardwaj (DIN 01778781), Non- Executive Director who retires by rotation from the Board of Directors at this meeting, and being eligible for re-appointment be and is hereby reappointed as a Non-Executive Director of the Company, liable to retire by rotation.” SPECIAL BUSINESS: 3. Approval for Continuation of Mr. Chander Vir Singh Juneja (DIN: 00050410) as Non-Executive Independent Director of the Company beyond the age of Seventy-Five (75) Years To consider and thought fit, to pass with or without modification, the following resolution as a Special Resolution: "RESOLVED THAT pursuant to the provisions of Regulation 17(1A) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the applicable provisions of the Companies Act, 2013 read with the rules made thereunder, and other applicable statutory provisions, if any (including any statutory modification(s), amendment(s), re-enactment(s) or substitution(s) thereof for the time being in force), and in accordance with the recommendation of the Nomination and Remuneration Committee and the approval of the Board of Directors, the consent of the Members of the Company be and is hereby accorded for the continuation of the directorship of Mr. Chander Vir Singh Juneja (DIN: 00050410) as a Non- Executive Independent Director of the Company beyond the age of seventy-five (75) years, up to the expiry of his present term of office, i.e., 08th January, 2027. RESOLVED FURTHER THAT the Board of Directors of the Company (which term shall include any Committee thereof) and/or the Company Secretary of the Company be and are hereby severally authorized to do all such acts, deeds, matters and things, execute all such documents, writings and filings, and take all such steps as may be necessary, proper or expedient to give effect to this Resolution and to settle any questions, difficulties or doubts that may arise in this regard." 4. Approval to give Loans, Guarantees or Securities to persons in whom Directors are interested To consider and thought fit, to pass with or without modification, the following resolution as a Special Resolution: "RESOLVED THAT pursuant to the provisions of Section 185 and other applicable provisions, if any, of the Companies Act, 2013 read with the Companies (Meetings of Board and its Powers) Rules, 2014, applicable provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and subject to such approvals, consents and permissions as may be necessary, including any statutory modification(s) or re- enactment thereof for the time being in force, consent of the Members be and is hereby accorded to the Board of Directors of the Company to advance any loan, including any loan represented by book debt, or give any guarantee or provide any security in connection with any loan taken by any entity in which any Director of the Company is interested or deemed to be interested within the meaning of Section 185 of the Companies Act, 2013, from time to time, on such terms and conditions as the Board may deem fit, provided that: 1. the aggregate outstanding amount shall not exceed Rs. 25 Crores at any point of time; and 2. the loan shall be utilised by the borrowing entity only for its principal business activities. RESOLVED FURTHER THAT for the purpose of giving effect to this resolution, the Board of Directors of the Company be and is hereby authorized to negotiate, finalize and agree to the terms and conditions of the aforesaid Loans / Guarantees / Securities, including the amount, tenure, interest, security, repayment and all other related terms, and to execute all agreements, deeds, documents, declarations and other writings as may be necessary or expedient in this regard and to take all necessary steps, to execute all such documents, instruments and writings and to do all necessary acts, deeds and things in order to comply with all the legal and procedural formalities and to do all such acts, deeds or things incidental or expedient thereto and as the Board may think fit and suitable. 5. REVISION IN TERMS AND CONDITIONS OF APPOINTMENT OF MR. ABHINAV BHARDWAJ (DIN: 06785065) AS THE EXECUTIVE DIRECTOR OF THE COMPANY: To consider and thought fit, to pass with or without modification, the following resolution as a Special Resolution: RESOLVED THAT in supersession of the resolution passed at the Annual General Meeting of the Company held on 1st September 2025 and in accordance with the provisions of Sections 196, 197, 203 and other applicable provisions, if any of the Companies Act, 2013 (“the Act”) (including any statutory modification or re-enactment thereof for the time being in force) read with Schedule V to the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended from time to time, consent of t [Showing first 8,000 characters — download PDF for full document]