TO THE MEMBERS
The Directors have pleasure in presenting their 28th Annual Report andAudited Accounts for the year ended 31st March 2016.
[Rs. In Lacs]
|Particulars || |
Year ended 31.03.2016
Year ended 31.03.2015
|Gross Revenues ||5723.65 ||6473.57 |
|Profit / (Loss) before Interest Depreciation and Tax ||1007.38 ||750.80 |
|Financial Expenses ||388.07 ||165.73 |
|Depreciation & Amortization ||544.05 ||492.88 |
|(Loss)/ Profit Before Tax ||74.77 ||83.56 |
|Taxation for the year ||15.62 ||47.00 |
|(Loss)/ Profit After Tax ||59.15 ||36.56 |
|Deferred Tax Adjustment ||53.96 ||(50.97) |
|Net (Loss) Profit after Deferred Tax Adjustment ||5.19 ||87.53 |
|Profit/(Loss) brought forward from previous year ||266.7 ||179.17 |
|Balance carried forward ||271.89 ||266.7 |
Note: Previous year figures have been regrouped wherever considered necessary.
To conserve the resources your Directors do not recommend any Dividend for the yearunder review.
The total revenue of the Company during the year 2015-16 was Rs.5723.65 Lacs ascompared to Rs. 6473.57 Lacs of previous fiscal year. The Cash Profit was Rs.549.24 Lacswhereas net profit after tax was Rs. 5.19 Lacs during the year under review.
Products & Business
The Companys main business is "Food Service Disposables". Your companycontinues to be market leader in India. During the previous year Company has startedmanufacturing of Food Storage Container through unique process of Thermoforming whichFood service Containers manufactured by Thermoforming process a new development inthe country. These containers are Microwaveable Deep-freezable and reusable and at thesame time very affordable. The long term prospect for this market segment is expected tobe of high growth.
The Company also manufactures three Compartment Lunch Box suitable for OfficeSchool aswell as a Picnic lunch box.
During the year the Company achieved an Export Turnover of Rs.1091.98 Lacs as comparedto Rs. 866.44 Lacs in the previous year.
No amount has been proposed to carry to Reserves.
Directors Responsibility Statement [Section 134 (5)]
Your Directors state that:
a) in the preparation of the annual accounts for the year ended March 31 2016 theapplicable accounting standards have been followed and there are no material departuresfrom the same;
b) the Directors have 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 as at March 31 2016 and of the profit ofthe Company for the year ended on that date;
c) the Directors have taken proper and sufficientcare for the maintenance of adequateaccounting records in accordance with the provisions of the Act for safeguarding theassets of the Company and for preventing and detecting fraud and other irregularities;
d) the Directors have prepared the annual accounts on a going concernbasis;
e) the Directors have laid down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and are operatingeffectively;
f) the Directors have devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems are adequate and operating effectively.
Directors and Key Managerial Personnel
Mr. Harish B Doshi (DIN: 00873796) the Director of the Company retires by rotation atthe ensuring Annual General Meeting and being eligible offers himself for re-appointment.The Board recommends his reappointment.
Mr. Manish Navalakha CFO of the Company has resigned on 04.02.2016. The Board recordsits appreciation of the significant contribution of Mr. Manish Navalakha to the Company.
The Company has received declarations from all the Independent Directors of the Companyconfirming that they meet with the criteria of independence as prescribed both under theAct and Regulation 25 of the SEBI (Listing Obligations and Disclosure Requirements)Regulation 2015.
Nomination and Remuneration Committee has laid down various criteria for performanceevaluation of Independent Directors which inter-alia includes preparedness andattendance at the meetings understanding of Companys operations and business andcontribution at Board Meetings.
The details of programmes for familiarisation of Independent Directors with theCompany their roles rights responsibilities in the Company nature of the industry inwhich the Company operates business model of the Company and related matters are put upon the website of the Company.
The following policies of the Company are put up on the website of the Company
a) Policy for selection of Directors and determining Directors independence; and
b) Remuneration Policy for Directors Key Managerial Personnel and other employees.
Meetings of the Board
The Board of Directors duly met Four times on 29th May 2015 7thAugust 2015 6th November 2015 and 8th February 2016.
The Nomination and Remuneration Committee has defined the evaluation criteria for thePerformance Evaluation of the Board its Committees and individual Directors.
Pursuant to the provisions of the Companies Act 2013 and SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 the Board has carried out a formal annualevaluation of its own performance and that of its Committees and individual Directors
The evaluation of each of the directors was done inter-alia on the basis of theiradvisory role and contribution in the decision making. Further the evaluation of theBoard as a whole and all the Committees of the Directors was done inter-alia on thebasis of the overall directions and guidance provided to the senior executives andsupervision over their performance
Internal Financial Controls
The Company has in place adequate internal financial controls with reference tofinancial statements. During the year such controls were tested and no reportablematerial weakness in the design or operation were observed.
The Audit Committee comprises of Independent Directors namely of Mr. Mehul Patel Mr.R. S. Maker and Mr. Hemant Bhuta. The Chairman of the Committee is Mr. Mehul Patel. Allthe recommendations made by the Audit Committee were accepted by the Board.
Nomination and Remuneration policy
On recommendation of Nomination and Remuneration Committee the Board of Directors atits Meeting held on Saturday 31st January 2015 has approved a RemunerationPolicy for the appointment and remuneration of the directors key managerial personnel(KMP) and other employees.
The key objectives of the Policy are to lay down the criteria for appointment andremuneration of Directors Key Managerial Personnel and Executives at Senior Managementlevel and recommend to the Board their appointment and also to formulate criteria forevaluation of performance of Independent Directors and the Board and to devise a policy onBoard diversity.
The Policy inter-alia includes criteria for determining qualifications positiveattributes independence of a director and expertise and experience required forappointment of Directors KMP and Senior Management.
The Nomination and Remuneration Policy is available on the Companys websitewww.biopacindia.com.
The terms of office of M/s. Shah Shah & Shah as the Auditors of the Company willexpire at the conclusion of the ensuing Annual General Meeting of the Company and beingeligible offer themselves for re-appointment as Auditors of the Company. The Company hasreceived a certificate appointment if made would be within the prescribed limits underSection 141 of the Companies Act 2013.
The members are requested to appoint the Auditors and authorize the Board to fix theirremuneration. The Audit Report does not contain any qualification reservation or adverseremark
The Board has appointed Mr. Prashant Diwan Practicing Company Secretary to conductSecretarial Audit for the financial year 2015-16. The Secretarial Audit Report for thefinancial year ended March 31 2016 is annexed herewith marked as Annexure I tothis Report. The Secretarial Audit Report contain non-compliance of Section 203(1)(ii) ofthe Companies Act 2013. However there is no reservation or adverse remark.
As regards to the non compliance observed by Secretarial Auditor your Company is inprocess of appointing a Company Secretary.
The Company has not accepted any Deposits from the Public during the financial year2015-2016
Particulars of Loans given Investments made Guarantees given and Securities providedunder section 186 of the Companies Act 2013
There was no loans and guarantees given no investments made and no securities providedby the Company under Section 186 of the Companies Act 2013 during the year under reviewand hence the said provision is not applicable.
Particulars of Contracts or Arrangements made with Related Parties.
There was no contract or arrangements made with related parties as defined underSection 188 of the Companies Act 2013 during the year under review. However all relatedparty Transactions as required under Accounting Standards 18 have been reported in thenotes to financial statements of the Company.
Subsidiaries Joint Ventures and Associate Companies
The Company does not have any Subsidiary Joint venture or Associate Company.
Conservation of Energy Technology Absorption and 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 provided in AnnexureII to this Report.
Extract of Annual Return
Extract of Annual Return of the Company is annexed herewith as Annexure III tothis Report.
Particulars of Employees and related disclosures
The particulars of employees required to be furnished pursuant to Section 197(12) ofthe Companies Act 2013 read with sub-rules 2 and 3 of Rule 5 of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 is annexed herewith asAnnexure IV to this Report. However as per the provisions of Section 136 of theCompanies Act 2013 read with sub-rules 2 and 3 of Rule 5 of the Companies (Appointmentand Remuneration of Managerial Personnel) Rules 2014 the Annual Report excluding thestatement of particulars of employees is being sent to all members of the Company. Anymember interested in obtaining a copy of the said statement may write to the Complianceofficer of the company at the Registered Office of the Company.
In terms of Regulation 15 of the SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 entered into with the Stock Exchanges at Mumbai a Report on CorporateGovernance and Certificate from the Auditors of the Company is given in the Annexure Vwhich form part of the Directors Report.
As regards the observations made in auditors on Corporate Governance the Directorsclarify as Certificate under.
The company is in process of appointing a company secretary
Management Discussions and Analysis
A brief note on Management Discussions and Analysis of the results for the year underreview is given in Annexure VI which forms part of the Directors Report.
Corporate Responsibility Statement (CSR):
Your Directors state that the provisions of Section 135 of the Companies Act 2013regarding the provisions for Corporate Social Responsibility is not applicable to theCompany as the Company is not falling under the said parameters.
The Vigil Mechanism of the Company which also incorporates a whistle blower policy interms of the Listing Agreement includes an Ethics & Compliance Task Force comprisingsenior executives of the Company. Protected disclosures can be made by a whistle blowerthrough an e-mail or dedicated telephone line or a letter to the Task Force or to theChairman of the Audit Committee. The Policy on vigil mechanism and whistle blower policymay be accessed on the Companys website.
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:
1. No material changes and commitments affecting the financial position of the Companyoccurred between the end of the financial year to which this financial statements relateon the date of this repot.
2. The Company does not have any Risk Management Policy as the elements of riskthreatening the Companys existence is very minimal.
3. No significant or material orders were passed by the Regulators or Courts orTribunals which impact the going concern status and Companys operations in future.
4. Your Directors further state that during the year under review there were no casesfiled pursuant to the Sexual Harassment of Women at Workplace (Prevention Prohibition andRedressal) Act 2013.
Your Directors take this opportunity to thank all employees of the Company for theirhard work dedication and commitment and appreciate the co-operation received from theBankers and other Government authorities during the year under review.
| ||For and on behalf of the Board |
| ||Harish Doshi |
|Place: Mumbai ||Chairman |
|Date: 12th August 2016 ||DIN No: 00873796 |