On behalf of the Board of Directors it is our pleasure to present the 21stAnnual Report together with the Audited Statement of Accounts of Bio Green PapersLimited ("the Company") for the year ended 31st March 2015.
The financial performance of Company for the year ended 31st March 2015 issummarized below:
| || ||(Rs. In Lacs) |
|Particulars ||2014-15 ||2013-14 |
|Total Income ||380.40 ||613.63 |
|Profit before Interest Depreciation & Amortization ||91.57 ||120.68 |
|Less : Interest ||0.00 ||27.11 |
|Depreciation & Amortization ||89.14 ||89.14 |
|Profit / (Loss) before extraordinary item & tax ||2.43 ||4.43 |
|Less: Extra-ordinary item ||0.00 ||0.00 |
|Profit / (Loss) before tax ||2.43 ||4.43 |
|Less: Net provision for tax ||0.75 ||0.69 |
|Less: Short provision for earlier year ||0 ||0 |
|Profit / (Loss) after tax ||1.68 ||3.74 |
|Add: Balance brought forward from previous year ||3245.20 ||3241.46 |
|Add: Depreciation adjusted against free reserves ||0 ||0 |
|Balance available for disposal ||3246.88 ||3245.20 |
|Less: Appropriation: ||0 ||0 |
|Proposed Dividend ||0 ||0 |
|Dividend tax ||0 ||0 |
|Transfer to general reserve ||3246.88 ||3245.20 |
|Balance to be carried forward ||3246.88 ||3245.20 |
SUMMARY OF OPERATIONS:
During the year under review the Company could earn Income of Rs. 380.40 Lakhs ascompared to Rs. 613.63 Lakhs whereas profit of the Company after taxation is Rs. 1.68Lakhs as compared to 3.74 Lakhs last year.
TRANSFER TO RESERVE:
In view of the minimal profits incurred by the Company due to the downfall in theindustrial growth and power crisis also your Directors proposes to transfer the profitamount to General Reserve.
In view of the minimal profits incurred by your Company Board of Directors does notrecommend any dividend for the Financial Year 2014-15.
MATERIAL CHANGES AND COMMITMENT:
The company is having Cash Credit limits with State Bank of India become NPA with anoutstanding amount of Rs. 2.70 crores out of the sanctioned limits of Rs. 3.00 crores. Thecause of becoming NPA mainly non availability of continues power and market conditionswhile in the period of State agitations and division. Other than the above there havebeen no such material changes or commitments affecting the financial position from the endof the Financial Year 2014-2015 till date of this report as may be deemed to be materialenough to affect the financial position of the Company otherwise than in the normalcourse of business.
CHANGES INCLUDING MATERIAL CHANGES DURING THE YEAR:
Companys registered office has been shifted from Flat No.401 4th Floor VictoryVihar Apartments 3-6-157 Urdu Lane Himayat Nagar Hyderabad 500029 to H. No. 146/A/C2/202 Rajeshwari Towers Dwarkapuri Colony Panjagutta Hyderabad- 500 082 w.e.f.14/02/2014 for better efficiency at work place and to save the administration cost.
During the year the Company has not issued and allotted any fresh Share capital.
As on 31st March 2015 the issued subscribed and paid up share capital ofyour Company stood at `80035000/- (Rupees Eight Crores Thirty Five Thousand Only)comprising 8003500 (Eighty Lacs Three Thousand Five Hundred Only) Equity shares of `10/-(Rupees Ten)each.
EXTRACT OF ANNUAL RETURN:
The extract of the Annual return of the Company pursuant to section 134(3) (a) of theCompanies Act 2013 in annexed herewith as Annexure-1 to this Report.
MEETING OF THE BOARD OF DIRECTORS:
The Board met Six (6) times during the Financial Year 2014-15 viz. on 30thMay 2014 14th August 2014 14th November 2014 14thFebruary 2015 20th February 2015 and 30th March 2015.
Detailed information on the meetings of the Board of Directors is included in thereport on Corporate Governance which forms part of this Annual Report.
COMMITTEES OF BOARD:
As per the provisions of the Companies Act 2013 and Clause 49 of the ListingAgreement Company has formed Audit Committee Nomination & Remuneration Committee andStakeholders Relationship Committee. The details of Composition of the said Committee andtheir Meeting held during the year along with terms of reference of the said Committees ofBoard of Directors of the company is given in Corporate Governance Report and is alsoplaced on the Companys website at (http://www.biogreenpapers.in)
DIRECTORS RESPONSIBILITY STATEMENT:
Pursuant to the requirement under Section 134 (3) (c) of the Companies Act 2013 it ishereby confirmed that:
(a) In the preparation of the annual accounts the applicable accounting standards hadbeen followed along with proper explanation relating to material departures;
(b) The directors had selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the company at the end of the financial year and ofthe loss of the company for that period;
(c) The directors had taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013 forsafeguarding the assets of the company and for preventing and detecting fraud and otherirregularities;
(d) The directors have prepared the annual accounts on a going concern basis;
(e) The directors have laid down internal financial controls to be followed by thecompany and that such internal financial controls are adequate and were operatingeffectively; and
(f) The directors have devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.
DECLARATION GIVEN BY INDEPENDENT DIRECTORS:
The Company has received necessary declarations from all the Independent Directorsconfirming that they meet the criteria of Independence as prescribed under the Section 149(6) of the Companies Act 2013 and Clause 49 of the Listing Agreement entered with thestock exchanges.
COMPANYS POLICY ON DIRECTORS APPOINTMENT REMUNERATION AND EVALUATION:
The Company has constituted a Nomination and Remuneration Committee with 3Non-Executive Directors; all the three Directors are Independent Directors. The Chairmanof the Committee is an Independent Director. The Company has framed a NominationRemuneration and Evaluation Policy. The information under section 134 (3) (e) of theCompanies Act 2013 with respect to the Companys policy on directorsappointment and remuneration including criteria for determining qualifications positiveattributes independence of a director and other matters provided under sub-section (3) ofsection 178 is attached as Annexure-2 to this report.
FORMAL ANNUAL EVALUATION MADE BY BOARD OF ITS OWN PERFORMANCE AND OF ITS COMMITTEE ANDOF INDIVIDUAL DIRECTORS:
Pursuant to the provisions of Section 178 of the Companies Act 2013 and Clause 49 ofthe Listing Agreement the Board has carried out annual performance evaluation of its ownperformance the directors individually as well as evaluation of working of committees ofBoard of Directors.
Executive Directors were evaluated on the basis of targets / criteria given to them bythe board from time to time as well as per their terms of appointment. IndependentDirectors being evaluated by entire board except of Director being evaluated on meetingtheir obligations connected with their independence criteria as wellas adherence with therequirements of professional conduct roles functions and duties specifically applicableto Independent Directors as contained in Schedule IV to the Companies Act 2013. Chairmanand other Non-Independent Directors were being evaluated by Independent Directors whoalso reviewed the performance of secretarial department. Performance evaluation of theCommittees and that of its members in effectively discharging their duties were alsobeing carried out by board.
The overall performance of Chairman Executive Directors and Non-Executive Directors ofthe Company is satisfactory. The review of performance was based on criteria ofperformance knowledge analysis quality of decision making etc.
A. STATUTORY AUDITORS
M/s. D.M. Rao & Co Chartered Accountants Visakhapatnam (ICAI Firm RegistrationNo. 028434) Statutory Auditors of the Company were appointed as the Statutory Auditorsof the Company to hold the office for a period of three years from the conclusion of lastAnnual General Meeting of the Company held on 30th September 2014. The saidappointment needs to be ratified by the members of the Company at every Annual GeneralMeeting during the said period and the Statutory Auditors have confirmed their eligibilityto the effect that their re-appointment if made would be within the prescribed limitsunder the Act and that they are not disqualified for re-appointment.
As required above the Board has after considering the recommendations of its AuditCommittee incorporated a suitable resolution for your consideration and approval in thenotice calling ensuing Annual General Meeting of the Company.
B. SECRETARIAL AUDITORS
Pursuant to Section 204 of the Companies Act 2013 your Company has appointed M/s.GMVDR & Associates Company Secretaries Hyderabad as its Secretarial Auditors toconduct the Secretarial Audit for FY 2014-15. The Company provided all assistance andfacilities to the Secretarial Auditor for conducting their audit.
Secretarial Audit Report:
The Report of Secretarial Auditor for FY 2014-15 is annexed to this report asAnnexure-3.
C. INTERNAL AUDITOR
The Company is having its Internal Audit committee during the year the Companycontinued to implement their suggestions and recommendations to improve the controlenvironment. Their scope of work includes review of processes for safeguarding the assetsof the Company review of operational efficiency effectiveness of systems and processesand assessing the internal control strengths in all areas. Internal Audit findings arediscussed with the process owners and suitable corrective actions taken as per thedirections of Audit Committee on an on-going basis to improve efficiency in operations.
D. COST AUDITOR
During the year under review Cost Audit was not applicable to the Company's products/business.
PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS UNDER SECTION 186:
There was no loan given or guarantee given or investment made or security providedpursuant to Section 186 of the Companies Act 2013 during the year under review and hencethe said provisions are not applicable.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:
The company has not entered into any other transaction falling under Section 188 (1) ofthe Companies Act 2013; therefore disclosure under this section is not applicable to theCompany. Also policy on related party transaction has been disclosed on the website of theCompany at (http://www.biogreenpapers.in).
The Company has not entered into any contract / arrangement / transaction with relatedparties which could be considered material in accordance with the policy of the Company onmateriality of related party transactions.
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGO:
The particulars relating to Conservation of Energy Technology Absorption ForeignExchange Earnings and Outgo as required to be disclosed under the Act are given below:
(A) CONSERVATION OF ENERGY
|Particulars ||2015 ||2014 |
|I Electricity: - || || |
|(a) Purchased: || || |
|Unit (In Lacs) ||1.97 ||3.61 |
|Total Amount (Rs. Lacs) ||12.38 ||19.28 |
|Rate /Unit (Rs.) ||6.30 ||6.30 |
|(b) Own generation: - || || |
|Units (in Kwh) ||26590 ||60428 |
|Total amount (Rs. In Lacs) ||0.47 ||11.25 |
|Rate /unit (Rs.) ||17.80 ||19.00 |
|II Coal:- || || |
|Quantity (Tones) ||0 ||0 |
|Total Cost (Rs. Lacs) ||0 ||0 |
|Average Rate (Rs.) ||0 ||0 |
|III Furnace Oil || || |
|IV Rice Husk || || |
|Quantity (Tones) ||0 ||606 |
|Total Cost (Rs. Lacs) ||0 ||21.21 |
|Average Rate (Rs.) ||0 ||3500 |
The capital investment on energy conservation equipments:
Capital Investments were incurred in the earlier years but no investment was made onenergy conservations equipments during the previous year.
(B) TECHNOLOGY ABSORPTION
No technology was imported by the Company during the last three years reckoned from thebeginning of the financial year.
(C) FOREIGN EXCHANGE EARNINGS AND OUTGO
During the year the company did not have any foreign exchange earnings and outgo.
BUSINESS RISK MANAGEMENT & RISK MANAGEMENT POLICY:
Although the company has long been following the principle of risk minimization as isthe norm in every industry it has now become a compulsion.
Therefore in accordance with Clause 49 of the listing agreement the Board members wereinformed about risk assessment and minimization procedures after which the Board formallyadopted steps for framing implementing and monitoring the risk management plan for thecompany.
The main objective of this policy is to ensure sustainable business growth withstability and to promote a pro-active approach in reporting evaluating and resolvingrisks associated with the business. In order to achieve the key objective the policyestablishes a structured and disciplined approach to Risk Management in order to guidedecisions on risk related issues. In todays challenging and competitive environmentstrategies for mitigating inherent risks in accomplishing the growth plans of the Companyare imperative. The common risks inter alia are: Regulations Competition Business riskTechnology obsolescence Investments Retention of talent and Expansion of facilities.
Risk Management framework shall primarily focus on the elements such as Risk to CompanyAssets and Property Employees Related Risks Foreign Currency Risks Risks associatedwith Non-Compliance of Statutory enactments Competition Risks Operational Risks andvarious other types of risks which may affect the business or organization.
Business risk inter-alia further includes Financial risk Political risk Fidelityrisk Legal risk.
As a matter of policy these risks are assessed and steps as appropriate are taken tomitigate the same.
Pursuant to Clause 4 of the SEBI Circular CIR/CFD/POLICY CELL/2/2014 dated 17thApril 2014; the provision of Clause 49(VI) (C) of the Listing Agreement with respect tothe formation of the Risk Management Committee is not applicable to your Company.
Detailed policy framework is disclosed on the website of the Company at(http://www.biogreenpapers.in).
THE DETAILS OF DIRECTORS AND KEY MANAGERIAL PERSONNEL WHO WERE APPOINTED OR RESIGNEDDURING THE YEAR:
Ms. V. Krishnaveni (DIN:07141810) was appointed as the Additional (Non-Executive) WomenDirector on the Board w.e.f 30th March 2015. The Company has received notice in writingfrom Member along with the deposit of requisite amount under Section 160 of the CompaniesAct 2013 proposing candidature of Ms. V. Krishnaveni (DIN: DIN:07141810) who holds theoffice of Director up to the date of ensuing AGM as Non-Executive Director liable toretire by rotation.
DETAILS OF DEPOSITS:
During the year under review the Company has not accepted any deposits within themeaning of Chapter V of the Companies Act 2013 read with the Companies (Acceptance ofDeposits) Rules 2014. Hence there are no details to be disclosed under Rule 8(5) (v) ofthe Companies (Accounts) Rules 2014.
DISCLOSURE UNDER SEXUAL HARRESMENT AT WORK-PLACE:
During the year under review no complaints has been received by Company under TheSexual Harassment of Women at Workplace (Prevention Prohibition and Redressal) Act 2013
DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS ORTRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANYS OPERATION IN FUTURE:
There are no significant material orders passed by the Regulators / Courts / Tribunalwhich would impact the going concern status of the Company and its future operations.Hence disclosure pursuant to Rule 8 (5) (vii) of Companies (Accounts) Rules 2014 is notrequired.
INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:
Your Company has in place adequate systems of Internal Control commensurate with itssize and the nature of its operations. These have been designed to provide reasonableassurance with regard to recording and providing reliable Financial and Operationalinformation complying with applicable statutes safeguarding assets from unauthorized useor losses executing transactions with proper authorization and ensuring compliance ofinternal policies. The Company has a well-defined delegation of power with authoritylimits for approving revenue as well as capital expenditure. Processes for formulating andreviewing annual and long term business plans have been laid down to ensure adequacy ofthe control system adherence to the management instructions and legal compliances. TheCompany has in place adequate internal financial controls with reference to financialstatements. During the year such controls were tested and no reportable material weaknessin the design or operation was observed.
PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES:
Disclosures pertaining to remuneration and other details as required under Section197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 are provided in the Annexure-5 to this Report. (this askauditors to prepare)
In terms of the provisions of Section 197(12) of the Act read with Rules 5(2) and 5(3)of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 astatement showing the names and other particulars of the employees drawing remuneration inexcess of the limits set out in the said rules are not applicable to the Company as noEmployees were employed during the year which crosses the limits given under the saidrule.
TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND:
During the year Company has not transferred any unclaimed dividend to InvestorEducation and Protection Fund.
STATEMENT CONTAINING SALIENT FEATURES OF FINANCIAL STATEMENTS OF SUBSIDIARIES:
As on 31st March 2015 your Company did not have any Subsidiary neither didit have an Associate Company nor did it enter in to a Joint Venture with any othercompany.
The Company is committed to maintain the highest standards of corporate governance andadhere to the corporate governance requirements set out by SEBI. The Company has alsoimplemented several best corporate governance practices as prevalent globally. The reporton Corporate Governance as stipulated under the Listing Agreement forms an integral partof this Report. The requisite certificate from the Auditors of the Company confirmingcompliance with the conditions of corporate governance is attached to the report onCorporate Governance.
Pursuant to the requirement of the Companies Act 2013 and provisions of ListingAgreement applicable to the Company your Company has adopted Vigil mechanism (WhistleBlower Policy) for satisfying the Company's Code of Conduct and Ethics and particularlyto assuring that business is conducted with integrity and that the Company's financialinformation is accurate. The reportable matters may be disclosed by the employees to theManagement / Managing Director / Chairman of the Audit Committee. No complaint wasreceived during the Financial Year 2014-15. During the year under review no employee wasdenied access to the Audit Committee.
Your Company treats its "human resources" as one of its most importantassets.
Your Company continuously invests in attraction retention and development of talent onan ongoing basis. A number of programs that provide focused people attention are currentlyunderway. Your Company thrust is on the promotion of talent internally through jobrotation and job enlargement.
Your Directors place on record their appreciation for employees at all levels who havecontributed to the growth and performance of your Company.
Your Directors also thank the clients vendors bankers shareholders and advisers ofthe Company for their continued support.
Your Directors also thank the Central and State Governments and other statutoryauthorities for their continued support.
For and on behalf of the Board of Directors
Bio Green Papers Limited
|VelamalaJagdish ||VenkateswarluVelamala |
|Managing Director ||Director |
|(DIN: 00055303) ||(DIN:02495420) |
|Date : 14/08/2015 || |
|Place :Hyderabad || |
NOMINATION REMUNERATION AND EVALUATION POLICY
The primary objective of the Policy is to provide a framework and set standards for theNomination Remuneration and Evaluation of the Directors Key Managerial Personnel andofficials comprising the Senior Management. The Company aims to achieve a balance ofmerit experience and skills amongst its Directors Key Managerial Personnel and SeniorManagement.
The Board is ultimately responsible for the appointment of Directors and Key ManagerialPersonnel. The Board has delegated responsibility for assessing and selecting thecandidates for the role of Directors Key Managerial Personnel and the Senior Managementof the Company to the Nomination and Remuneration Committee which makes recommendations& nominations to the Board.
A. Key Managerial Personnel: Key Managerial Personnel means-
1. Chief Executive Officer or the Managing Director or the Manager;
2. Company Secretary;
3. Whole-time Director;
4. Chief Financial Officer; and
5. Such other officer as may be prescribed.
B. Senior Management: Senior Management means personnel of the company who aremembers of its core management team excluding the Board of Directors. This would alsoinclude all members of management one level below the executive directors including allfunctional heads.
Objective of the Policy:
As required under the provisions of Section 178 of the Companies Act 2013 and Clause49 of the listing agreement entered with Stock Exchanges constituted a Board levelcommittee titled "Nomination and Remuneration Committee" (herein after referredas the Committee) to oversee inter-alia matters relating to
A. Identify persons who are qualified to become directors and who may be appointed insenior management in accordance with the criteria laid down recommend to the Board theirappointment and removal;
B. Formulate the criteria for determining qualifications positive attributes andindependence of a director;
C. Recommend to the Board a policy relating to the remuneration for the Directors KeyManagerial Personnel and other employees;
D. Carry out Annual performance evaluation of every Directors performanceincluding that of Independent Directors and E. Devise a policy on Board Diversity.
This Policy sets out the framework and guidelines that the said Committee is expectedto observe in discharging its functions effectively as contemplated under aforesaidprovisions i.e. to oversee process of identifying persons qualified to become directors ofthe Company determining their qualifications positive attributes and independence aswell as identifying persons who may be appointed in senior management in accordance withthe Companys internal requirements from time to time; in making its recommendationsto the Board as to their appointment or removal as the case may be and to carry outevaluation of every directors performance including Independent Directors.
This Policy also contains the remuneration policy relating to the remuneration of theDirectors Key Managerial and Senior Managerial Personnel as well as policy on BoardDiversity as recommended by the Committee and approved by the Board.
It is to be noted that framework and guidelines set out hereunder is subject to suchperiodical reviews and the Committee in consultation with Board of Directors and topmanagement of the Company may make such alterations as may be required from time to timeto meet the exigencies arising out of statutory modifications or otherwise.
POLICY FOR NOMINATION AND APPOINTMENT OF DIRECTORS AND THEIR REMUNERATION:
Nomination Criteria for Directors:
In identifying and recommending the candidature for appointment as Director theCommittee will consider any or all of the following criteria:
1. Ethical standards of integrity and probity maturity and balance of mind to performthe designated role ability to bring exercise of independent judgment and judiciousthinking qualification expertise as strategist eminence in his field of expertise.
2. Possessing appropriate skills experience and knowledge in one or more fields ofBusiness including International Business Strategy and Expansion Engineering MedicineFinance Law Management Sales Marketing Administration Research CorporateGovernance Technical Operations or other disciplines related to preferably thecompanys business.
3. Non-disqualified under the applicable provisions of Companies Act 2013 rules madethereunder Listing Agreement or any other enactment for the time being in force as thecase may be;
4. Ensure that the proposed Director consents to act as Director and can devote histime and energies towards the overall development and betterment of the Companysbusiness.
5. Ensure that the proposed Director discloses his interest and Companysshareholding if any and the Committee feels that such interest will not affect indischarging his duties towards the Company in pursuance of the said appointment.
6. Ensure that the candidature of the Director will be in line with and promote theobjectives enshrined in Companys policy on Board Diversity.
Additional Criteria for Appointment of Independent Directors:
The Committee will consider whether the Director meets the criteria of Independence aswell as other attributes as mentioned under the provisions of Section 149 of the CompaniesAct 2013 read with applicable rules and Schedule IV thereunder and Clause 49 of theListing Agreement including any amendments made thereof from time to time.
Nomination Criteria for KMPs / Senior Management Personnel:
The committee will consider:
1. Ethical standards of integrity and probity maturity and balance of mind to performthe designated role qualification expertise and experience.
2. Possessing adequate qualification expertise and experience as prescribed by theCompany for the position he / she is considered for appointment. The Committee for thispurpose if required will avail the assistance of other top executives of the Company buthowever has discretion to decide whether qualification expertise and experiencepossessed by a person is sufficient / satisfactory for the concerned position.
3. Ensure that the person discloses his interest and the Committee feels that suchinterest will not affect in discharging his duties towards the Company in pursuance of thesaid appointment.
4. Ensure that the Company shall not appoint or continue the employment of any personas Managing Director Whole-time Director or Manager who is below the age of Twenty-oneyears or has attained the age of seventy years without the approval of shareholders bypassing a special resolution with proper justification.
Additional Responsibility of the Board:
It is further to be noticed that it is the responsibility of the Board to obtain otherrelevant and applicable approvals and procedures as laid down under the provisions of theCompanies Act 2013 rules made thereunder Listing Agreement or any other enactment forthe time being in force and applicable as the case may be.
Term / Tenure Continuity and Renewal:
The Term / Tenure of the Directors shall be governed as per provisions of the CompaniesAct 2013 and rules made thereunder as amended from time to time. The terms of KMPs andother Senior Management employees shall be governed under their respective terms ofappointment. As regards the continuity or renewal of appointment of Directors; theirresignation and removal the Committee will make its recommendations to the Board basedon the periodical evaluation process to be done under this document from time to time aswell as subject to observation of provisions as contemplated under the Companies Act 2013and other applicable laws including listing agreement relating to disqualificationsresignation removal and retirement. Directors KMPs and Senior Management Personnel shallretire as per the applicable provisions of the Act and the prevailing policy of theCompany respectively. The Board will have the discretion to retain the Director KMPSenior Management Personnel in the same position/ remuneration or otherwise even afterattaining the retirement age for the benefit of the Company.
Matters pertaining to Remuneration:
This policy also sets out the following remuneration policy applicable to theremuneration payable to Directors Key Managerial and other Senior Managerial Personneland other employees of the Company.
1. The Companys remuneration policy in general is driven by the success andperformance of the individual employee as well as his expertise in critical areas ofoperations of the Company.
2. The Committee will recommend the remuneration to be paid to the Managing DirectorWhole-time Director KMP and Senior Management Personnel to the Board for their approvaland while recommending such remuneration the Committee will consider inter-alia whether
a) The level and composition of remuneration is reasonable and sufficient to attractretain and motivate the person of the quality or expertise required to run the companysuccessfully;
b) The remuneration is comparable and in proportion to the accepted industry standards;
c) Relationship of remuneration to performance is clear and meets appropriateperformance benchmarks; and
d) To the extent possible such remuneration to directors key managerial personnel andsenior management involves a balance between fixed and incentive pay reflecting short andlong-term performance objectives appropriate to the working of the company and its goals.
3. The remuneration / compensation / commission etc. so recommended shall be subject tothe prior/post approval of the shareholders of the Company and Central Governmentwherever required.
4. Increments to the existing remuneration/ compensation structure may be recommendedby the Committee to the Board which should be within the slabs approved by theShareholders in the case of Executive Directors.
5. Where if any insurance is taken by the Company on behalf of its Whole-time DirectorChief Executive Officer Chief Financial Officer the Company Secretary and any otheremployees for indemnifying them against any liability the premium paid on such insuranceshall not be treated as part of the remuneration payable to any such personnel. Providedthat if such person is proved to be guilty the premium paid on such insurance shall betreated as part of the remuneration.
6. Loans advances and other similar kind of benefits to KMPs Senior ManagementPersonnel will be governed by Companys relevant policies as applicable to all theemployees of the Company read with relevant provisions of all applicable laws in thatconnection.
Remuneration to Executive Directors KMPs and Senior Management Personnel:
A. Fixed pay:
The Executive Director/ KMPs shall be eligible for a monthly remuneration as may beapproved by the Board on the recommendation of the Committee. The breakup of the pay scaleand quantum of perquisites including employers contribution to P.F pension schememedical expenses club fees etc. shall be decided and approved by the Board/ the Personauthorized by the Board on the recommendation of the Committee and approved by theshareholders and/or Central Government wherever required. Besides Managing Director maybe eligible for commission such that the total remuneration payable shall not exceed 5% ofthe net profits for each financial year as determined under the provisions of theCompanies Act 2013. Remuneration payable to Senior Management Personnel will be governedby their respective terms of appointment.
B. Minimum Remuneration:
If in any financial year the Company has no profits or its profits are inadequatethe Company shall pay remuneration to its Directors including Managing Director andWhole-time Director in accordance with the provisions of Schedule V of the Act and if itis not able to comply with such provisions with the previous approval of the CentralGovernment.
C. Provisions for excess remuneration:
If any Executive Director draws or receives directly or indirectly by way ofremuneration any such sums in excess of the limits prescribed under the Act or without theprior sanction of the Central Government where required he /she shall refund such sumsto the Company and until such sum is refunded hold it in trust for the Company. TheCompany shall not waive recovery of such sum refundable to it unless permitted by theCentral Government.
Remuneration to Non-Executive / Independent Directors:
A. Sitting Fee:
The Non- Executive / Independent Directors may receive remuneration by way of fee forattending meetings of Board or Committee thereof. Provided that the amount of such feeshall not exceed such amount per meeting as may be prescribed under the provisions of theCompanies Act 2013 and rules made thereunder (as amended from time to time and approvedby the Board).
Commission may be paid within the monetary limit approved by shareholders subject tothe limit not exceeding 1% of the profits of the Company computed as per the applicableprovisions of the Act.
Matters pertaining to Evaluation:
The Company conducts its operations under the overall direction of the Board ofDirectors within the framework laid down by various statutes more particularly by theCompanies Act 2013; the Articles of Association listing agreement with stock exchangesinternal code of conduct and policies formulated by the Company for its internalexecution. Therefore it is necessary for the company to carry out the evaluation of allthe directors on an annual basis. As regards the evaluation process; the scheme of theCompanies Act 2013 read with Clause 49 of the listing agreement contemplates that:
a) As required under Section 134(3)(p) of the Companies Act the manner of formalevaluation made by Board of Directors of its own performance that of its committees andindividual Directors shall be disclosed in Boards Report;
b) As required under Section 178(2) the Nomination and Remuneration Committee shallcarry out evaluation of every Directors performance;
c) As required under Clause VII of Schedule IV to the Companies Act 2013; in theseparate meeting held by the Independent Directors:
i. Performance of the non-independent directors and the Board as a whole shall bereviewed and
ii. Performance of the Chairperson of the Company (after taking into account views ofExecutive and Non-Executive Directors) shall be reviewed.
d) Clause 49 (II) (5) (a) stipulates that the Nomination & Remuneration Committeeshall lay down the evaluation criteria for performance evaluation of Independent Directorsand
e) Clause 49 (II)(5)(c) stipulates that the performance of Independent Directors shallbe done by the entire Board.
As regards the evaluation criteria to be followed by Board for its evaluation ofCommittees and other Directors including Independent Director or Non-IndependentDirectors the same are dealt in other documents dealing with respective criteria ofevaluations including the Duties Responsibilities and key functions of Board ascontemplated under the Act and Clause 49 of the listing agreement. In all these cases beit by Board or by Independent Directors the evaluation of each Director would be donebased on parameters like:
a) Well informed and understand the Company its business and the external environmentin which it operates;
b) Prepare well and participate actively in the Board and its committee meetings;
c) Effectively probe to Test the assumptions; rendering independent and unbiasedopinion;
d) Assertive in holding to their views and resisting pressure from others;
e) Follow-up on matters about which they have expressed concern;
f) Strive to attend all meetings of the Board of Directors Committees and Generalmeetings;
g) Contributions in development of a Strategy Business plan or risk management;
h) Maintenance of good interpersonal and cordial relationship with other Board membersKMPs and Senior Management Personnel;
i) Diplomatic and convincing way of presenting their views and listening to views ofothers;
j) Up-to-date with the latest developments in areas such as the corporate governanceframework financial reporting and in the industry and market conditions etc.
k) Adhering to ethical standards code of conduct of the Company and insider tradingguidelines etc.
l) Making timely disclosures of their interest and disclosure of non-independence whenit exists;
m) His/her contribution to enhance overall brand image of the Company.
Pursuant to the provisions of the Companies Act 2013 and Clause 49 of the ListingAgreement the Board will carry out the annual performance evaluation of its ownperformance the Directors individually as well as the evaluation of the working of itsAudit Nomination and Remuneration and other Committees of the Board as applicable to theCompany. Method of Performance Evaluation will be decided by board from time to time Suchas Questionnaire method Comparison Method or and other method as may be decided by board.The Committee also follows the same in evaluating each Director of the Company. Furtherthe Executive Directors will be evaluated on the basis of targets / Criteria given toexecutive Directors by the board from time to time and Independent Directors would beevaluated by entire Board based on Professional Conduct Roles Functions and Duties ascontemplated under Schedule IV of the Act apart from their evaluation as Directors basedon aforesaid criteria. The performance evaluation of the Chairman and the Non IndependentDirectors will be carried out by the Independent Directors who will also review theperformance of the Secretarial Department.
SECRETARIAL AUDIT REPORT
Bio Green Papers Limited
We have conducted the secretarial audit of the compliance of applicable statutoryprovisions and the adherence to good corporate practices by Bio Green Papers Limited (hereinafterreferred as "the company"). Secretarial Audit was conducted in a manner thatprovided us a reasonable basis for evaluating the corporate conducts/statutory compliancesand expressing our opinion thereon.
The Compliance of the provisions of Corporate and other applicable laws rulesregulations standards is the responsibility of the management. The Secretarial Auditreport is neither an assurance as to the future viability of the Company nor of theefficacy or effectiveness with which the management has conducted the affairs of theCompany. Maintenance of Secretarial record is the responsibility of the management of theCompany. Our responsibility is to express an opinion on these secretarial records based onour audit. We have followed the audit practices and process as were appropriate to obtainreasonable assurance about the correctness of the contents of Secretarial records.Wherever required we have obtained the Management representation about the Compliance oflaws rules and regulations and happening of events etc.
Based on our verification of the companys books papers minute books forms andreturns filed and other records maintained by the company and also the informationprovided by the Company its officers agents and authorized representatives during theconduct of secretarial audit we hereby report that in our opinion the company hasduring the financial year ended on 31.03.2015 complied with the statutoryprovisions listed hereunder and also that the Company has proper Board-processes andcompliance-mechanism in place to the extent in the manner and subject to the reportingmade hereinafter:
We have examined the books papers minute books forms and returns filed and otherrecords maintained by the Company for the financial year ended on 31.03.2015 according tothe provisions of:
i. The Companies Act 2013 (the Act) and the rules made thereunder;
ii. The Securities Contracts (Regulation) Act 1956 (SCRA) and the rulesmade thereunder;
iii. The Depositories Act 1996 and the Regulations and Byelaws framed thereunder;
iv. Foreign Exchange Management Act 1999 and the rules and regulations made thereunderto the extent of Foreign Direct Investment only. The Company has not made any OverseasDirect Investment and not availed External Commercial Borrowings.
v. The following Regulations and Guidelines prescribed under the Securities andExchange Board of India Act 1992 (SEBI Act):-
a) The Securities and Exchange Board of India (Substantial Acquisition of Shares andTakeovers) Regulations 2011;
b) The Securities and Exchange Board of India (Prohibition of Insider Trading)Regulations 1992;
c) The Securities and Exchange Board of India (Issue of Capital and DisclosureRequirements) Regulations 2009;
d) The Securities and Exchange Board of India (Employee Stock Option Scheme andEmployee Stock Purchase Scheme) Guidelines 1999 and The Securities and Exchange Board ofIndia (Share Based Employee Benefits) Regulations 2014 w.e.f. October 28 2014;
e) The Securities and Exchange Board of India (Issue and Listing of Debt Securities)Regulations 2008; (Not Applicable as the Company has not listed any Debt securitieswith any Stock exchange during the Audit Period);
f) The Securities and Exchange Board of India (Registrars to an Issue and ShareTransfer Agents) Regulations 1993 regarding the Companies Act and dealing with client;
g) The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations2009 (Not Applicable as the Company has not delisted its equity shares from any Stockexchange during the Audit Period); and
h) The Securities and Exchange Board of India (Buyback of Securities) Regulations 1998(Not Applicable as the Company has not bought back any of its securities during theAudit Period);
(vi) Other laws applicable to the Company as per the representation made by theManagement. (Refer Annexure 1)
We have also examined compliance with the applicable clauses of the Listing Agreemententered into by the Company with BSE Limited.
We have not examined compliance by the Company with:
a) the Secretarial Standards issued by the Institute of Company Secretaries of India
(Not notified hence not applicable to the Company during the audit period).
b) applicable financial laws like direct and indirect tax laws since the same havebeen subject to review by statutory financial audit and other designated professionals.
During the period under review and as per the explanations and clarifications given tous and their presentations made by the Management the Company has generally complied withthe provisions of the Act Rules Regulations Guidelines etc. mentioned above exceptthe following:
a) As required under Section.203(1)(ii) of the Companies Act 2013 the companydoesnt have a Company Secretary;
b) There are instances where the Company had filed to file with the Registrar ofCompanies the copies of resolutions documents forms intimations as required under ofthe Companies Act 2013 details are as below: ? Resolutions prescribed underSection.117(3) of the Companies Act 2013 ? Balance Sheet and Annual Returns; ?Amendment to the Articles of Association as required under Section.14(2) of theCompanies Act 2013 ? Intimation about the appointment of Director & KMP asrequired under Section.170(2) of the Companies Act 2013
c) The Company has not paid the Listing fee.
We further report that:
a) The Board of Directors of the Company is duly constituted with proper balance ofExecutive Directors Non-Executive Directors and Independent Directors. The changes in thecomposition of the Board of Directors that took place during the period under review werecarried out in compliance with the provisions of the Act.
b) Adequate notice is given to all directors to schedule the Board Meetings agenda anddetailed notes on agenda were sent at least seven days in advance and a system exists forseeking and obtaining further information and clarifications on the agenda items beforethe meeting and for meaningful participation at the meeting.
c) As per the minutes of the meetings duly recorded and signed by the Chairman thedecisions of the Board were unanimous and no dissenting views have been recorded.
We further report that there are adequate systems and processes in the companycommensurate with the size and operations of the company to monitor and ensure compliancewith applicable laws rules regulations and guidelines.
| ||For GMVDR & Associates |
| ||Company Secretaries |
| ||(G.Mohan) |
|Place: Hyderabad ||Proprietor |
|Date: 02.09.2015 ||ACS # 16886 C.P # 5250 |
List of applicable laws to the company:
The Factories Act 1948
The Payment of Wages Act 1936
The Minimum Wages Act 1948
Employees Provident Fund And Misc. Provisions Act 1952
| Employers State Insurance Act1948 |
| The Payment of Bonus Act 1965 |
| The Environment (Protection) Act 1986 |
| Electricity Act 2003 |
| Indian Stamp Act1999 |
| Income Tax Act 1961 |
| Central Excise Act |
| Customs Act |
| Negotiable Instrument Act 1881 |
| Maternity Benefits Act 1961 |
| Payment of Gratuity Act1972 |
| The Apprentices Act 1961 |
| Service tax |
| VAT Act |
| Water (Prevention & Control of Pollution) Act 1974 and rules thereunder |
| Air (Prevention & Control of Pollution) Act 1981 and rules thereunder |
| Industries (Development and Regulation) Act 1951 |
| Environment Protection Act 1986 |
| The Contract Labour (Regulation and Abolition) Act 1970 |
| The Sexual Harassment of Women at workplace (Prevention Prohibition and Redressal) Act 2013 |
Details pertaining to remuneration as required under section 197(12) of the CompaniesAct 2013 read with rule 5(1) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014:
(I) The percentage increase in remuneration of each Director other Key ManagerialPersonnel (KMP) Ratio of the remuneration of each director to the median remuneration ofthe employees of the company and the comparison of the remuneration of each KMP againstthe performance of the Company during the financial year 2014-15 are as under
| ||Directors/ KMP/ Managers Name ||Remuneration of Director/KMP for financial year 2014-15 ||% increase in Remuneration in the Financial Year 2014 15 ||Ratio to median remuneration ||Comparison of the Remuneration of the KMP against the performance of the Company |
|1 ||Mr. Velamala Jagdish ||300000/- ||Nil ||NA ||NIL |
| ||Managing Director || || || || |
|2 ||Mr. Venkateswarlu ||300000/- ||Nil || || |
| ||Velamala Executive || || || || |
|Percentage increase in the median remuneration of employees in the financial year 2014-15 compared to 2013-14 ||NIL |
|Number of permanent employees on the rolls of the company as on 31-03-2015 ||2 |
|Explanation on the relationship between average increase in remuneration and the company performance ||NIL |
|Comparison of the remuneration of the Key Managerial Personnel against the performance of the company ||NA |
|Average percentile increase in salaries of Employees other than managerial Personnel ||NIL |
|Percentile increase in the managerial remuneration Comparison of above || |
|Key parameter for any variable component of remuneration availed by the Directors ||NA |
|Ratio of the remuneration of the highest paid director to that of the employees who are not directors but receive remuneration in excess the highest paid director during the year ||NIL |