Bio Green Papers Ltd.
|BSE: 534535||Sector: Industrials|
|NSE: N.A.||ISIN Code: INE958L01018|
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Bio Green Papers Ltd. (BIOGREENPAPERS) - Director Report
Company director report
On behalf of the Board of Directors it is our pleasure to present the 22ndAnnual Report together with the Audited Statement of Accounts of Bio Green PapersLimited ("the Company") for the year ended 31st March 2016.
The financial performance of Company for the year ended 31st March 2016 issummarized below:
(Rs. In Lacs)
SUMMARY OF OPERATIONS:
During the year under review the Company could earn Income of Rs. 275.35 Lakhs ascompared to Rs. 380.40 Lakhs whereas profit of the Company after taxation is Rs. 1.29Lakhs as compared to Rs. 1.68 Lakhs.
TRANSFER TO RESERVE:
In view of the minimal profits incurred by your Company due to the downfall in theIndustrial growth your Directors proposes to transfer the profit amount to GeneralReserve.
In view of the minimal profits incurred by your Company Board of Directors does notrecommend any dividend for the Financial Year 2015-16.
MATERIAL CHANGES AND COMMITMENT:
The Company is having Cash Credit Limits with State Bank of India become NPA due tothe time when seriously affected with power crisis and agitations in combined State ofAndhra Pradesh with an outstanding amount of Rs. 2.70 Crores. Now your Directorsapproached Industries Department of Andhra Pradesh for Revival and Rehabilitation. Acommittee was formed under SLIIC Sub-Committee under supervision of SLBC addressed to theState Bank of India for Restructuring under the scheme of Revival and Rehabilitationspecified by Reserve Bank of India. During the period the Company could not able toretrieve the amounts from Debtors due to the non-operational of the Company to the tune ofRs. 339.91 Lakhs which is adjusted through General Reserve. There have been no suchmaterial changes or commitments affecting the financial position from the end of theFinancial Year 2015-2016 till date of this report as may be deemed to be material enoughto affect the financial position of the Company otherwise than in the normal course ofbusiness.
CAPITAL / FINANCE:
During the year the Company has not issued and allotted any fresh Share capital.
As on 31st March 2016 the issued subscribed and paid up share capital ofyour Company stood at Rs. 80035000/- (Rupees Eight Crores Thirty Five Thousand Only)comprising 8003500 (Eighty Lacs Three Thousand Five Hundred Only) Equity shares of Rs.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 2015-16 viz. 30th May 2015 14thAugust 2015 24th October 2015 14th November 2015 12th February 2016 and 15thFebruary 2016. Detailed information on the meetings of the Board of Directors is includedin the report on Corporate Governance which forms part of this Annual Report.
COMMITTEES OF BOARD:
As per the provisions of the Companies Act 2013 and Regulation 18 19 and 20 of SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015 Company has formedAudit Committee Nomination & Remuneration Committee and Stakeholders RelationshipCommittee. The details of Composition of the said Committee and their Meeting held duringthe year along with terms of reference of the said Committees of Board of Directors of thecompany is given in Corporate Governance Report and is also placed on the Company'swebsite at (http://www.biogreenpapers.com )
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 each Independent Director underSection 149(7) of the Companies Act 2013 that he/she meets the criteria for Independenceas laid down in Section 149(6) of the Companies Act 2013 and SEBI (Listing Obligationsand Disclosure Requirements) Regulations 2016.
COMPANYS POLICY ON DIRECTORS APPOINTMENT REMUNERATION AND EVALUATION:
The Current policy is to have an appropriate proportion of executive and independentdirectors to maintain the independence of the Board and separate its functions ofgovernance and management. On March 31 2016 the Board consists of five membersincluding a managing director whole-time director and three are independent directors.The Company has framed a Nomination Remuneration and Evaluation Policy. The informationwith respect to the Company's policy on directors' appointment and remuneration includingcriteria for determining qualifications positive attributes independence of a directorand other matters provided under sub-section (3) of section 178 and Regulation 19 of SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015 is outlined in theAnnexure-2 of 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 SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 the Board has carried outannual performance evaluation of its own performance the directors individually as wellas evaluation of working of committees of Board 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 well as adherence with therequirements of professional conduct roles functions and duties specifically applicableto Independent Directors as contained in Schedule IV of 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 Ratification:
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 Appointment:
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 2015-16. The Company provided all assistance and facilities to the SecretarialAuditor for conducting their audit.
Secretarial Audit Report:
The Report of Secretarial Auditor for FY 2015-16 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.com ).
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
The capital investment on energy conservation equipments:
Capital Investments were incurred in the earlier years but no investment was made onenergy conservations equipment's 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 Regulation 21 of SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 the Board members were informed about risk assessment andminimization procedures after which the Board formally adopted steps for framingimplementing and monitoring the risk management plan for the company.
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 today's 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 the provision of Regulation 21 of SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 with respect to the formation of the Risk ManagementCommittee is not applicable to your Company.
Detailed policy framework is disclosed on the website of the Company at (
THE DETAILS OF DIRECTORS AND KEY MANAGERIAL PERSONNEL WHO WERE APPOINTED OR RESIGNEDDURING THE YEAR:
As per the provisions of the Companies Act 2013 Ms. V. Krishnaveni (DIN: DIN:07141810) NonExecutive Director retires by rotation at the ensuing Annual General Meetingand being eligible seeks re-appointment. The Board recommends the re-appointment.
During the year Mr. Thota Rajashekar (DIN: 03384230) Non-Executive - IndependentDirector resigned from the office of Director w.e.f. 12-02-2016.
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-4 to this Report.
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 2016 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 complying with the Company's Code of Conduct and Ethics andparticularly to assuring that business is conducted with integrity and that the Company'sfinancial information is accurate. The reportable matters may be disclosed by theemployees to the Management / Managing Director / Chairman of the Audit
Committee. No complaint was received during the Financial Year 2015-16. During the yearunder review no employee was denied 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 oftalent on an ongoing basis. A number of programs that provide focused people attention arecurrently underway. Your Company thrust is on the promotion of talent internally throughjob rotation and job enlargement.
Your Directors state that no disclosure or reporting is required in respect of thefollowing items as there were no transactions on these items during the year under review:
a) Issue of equity shares with differential rights as to dividend voting or otherwise
b) Issue of shares (including sweat equity shares) to employees of the Company underany scheme
Voting rights which are not directly exercised by the employees in respect of sharesfor the subscription/purchase of which loan was given by the Company (as there is noscheme pursuant to which such persons can beneficially hold shares as envisaged undersection 67(3)(c) of the Companies Act 2013).
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