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HPC Biosciences Ltd.

BSE: 535217 Sector: Others
NSE: N.A. ISIN Code: INE507O01025
BSE LIVE 15:10 | 06 Dec 44.75 0.85
(1.94%)
OPEN

44.75

HIGH

44.75

LOW

44.75

NSE 05:30 | 01 Jan Stock Is Not Traded.
OPEN 44.75
PREVIOUS CLOSE 43.90
VOLUME 15000
52-Week high 48.55
52-Week low 43.90
P/E 1491.67
Mkt Cap.(Rs cr) 714
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 44.75
CLOSE 43.90
VOLUME 15000
52-Week high 48.55
52-Week low 43.90
P/E 1491.67
Mkt Cap.(Rs cr) 714
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

HPC Biosciences Ltd. (HPCBIOSCI) - Director Report

Company director report

To The Members

Your Directors have pleasure in presenting their 14th Annual Report on thebusiness and operations of the Company and the accounts for the Financial Year ended March31 2016.

Financial Results

The standalone performance of the Company for the financial Year 2015-16 & 2014-15is summarized as below.

(Amount in Lacs.)
Particulars 2015-16 2014-15
Total Income 20095257 32636328
Total Expenditure 15052235.59 25069205.83
Profit before Tax 5043021.41 7567122.17
Less:Tax Expenses 438345 522813
Profit After Tax 4604676.41 7050563.17

FINANCIAL PERFORMANCE

During the year under review Your Company has recorded a total income of Rs.20095257/- against Rs.32636328/- in the previous year. Profit after taxation for thefinancial year ended on 31st March 2016 decreased to Rs. 4604676.41 againstRs. 7050563.17/- in the previous year.

RESERVES & SURPLUS

The Reserves and Surplus is Rs. 141255837.48/- as on the end of the Current year andthe Profit of the Current year Rs4604676.41/-has been transferred to Reserve andSurplus.

DIVIDEND

In order to conserve the resources of the Company Your Board has not recommended anddeclared any dividend during the period under review.

CHANGE IN THE NATURE OF BUSINESS IF ANY

There were no changes in the nature of business have taken place so as to materiallyaffect the financial position of the Company during the period under review.

DEPOSITS

The Company has not accepted deposit from the public falling within the ambit ofSection 73 of the Companies Act 2013 and The Companies (Acceptance of Deposits) Rules2014. No amount of principal or interest was outstanding as on the date of Balance Sheet.

FAMILIARIZATION PROGRAMME

The Company at its various meetings held during the Financial year 2014 -15 hadfamiliarize the Independent Directors with regard to the roles rights responsibilitiesin the Company nature of the industry in which the Company operates the Business modelsof the Company etc. The Independent Directors have been provided with necessary documentsreports and internal policies to familiarize then with the Company's policies proceduresand practices.

Periodic presentations are made to the Board and Board Committee meeting on Businessand performance updates of the Company Business strategy and risks involved.

Quarterly updates on relevant statutory changes and judicial pronouncements andencompassing important amendments are briefed to the Directors.

STATUTORY AUDITORS

The Board has recommended to the shareholders the ratification of appointment of M/s.SINGH R. K. & ASSOCIATES Chartered Accountants FRN 027247N Chartered Accountants asauditors. The Auditors have furnished a declaration confirming their independence as wellas their arm's length relationship with the Company as well as their eligibility forappointment as Statutory Auditors of the Company under the relevant provisions of Section139 of the Companies Act 2013 read with such other rules and other statutory laws as maybe applicable. The said appointment is subject to ratification by the members at everyAnnual General Meeting.

AUDITORS' REPORT

The explanations or comments by the Board on every qualification reservation oradverse remark or disclaimer made by the auditor in his report shall be given.

EXTRACT OF THE ANNUAL RETURN

The extract of the annual return in Form No. MGT 9 as forming part of the Board'sreport is attached herewith. Conservation of energy technology absorption and foreignexchange earnings and outgo The details of conservation of energy technology absorptionforeign exchange earnings and outgo are as follows:

A) Conservation of energy:

(i) the steps taken or impact on conservation of energy;

(ii) the steps taken by the company for utilising alternate sources of energy;

(iii) the capital investment on energy conservation equipments;

(B) Technology absorption:

(i) the efforts made towards technology absorption;

(ii) the benefits derived like product improvement cost reduction product developmentor import substitution;

(iii) in case of imported technology (imported during the last three years reckonedfrom the beginning of the financial year)-

(a) the details of technology imported;

(b) the year of import;

(c) whether the technology been fully absorbed;

(d) if not fully absorbed areas where absorption has not taken place and the reasonsthereof; and

(iv) the expenditure incurred on Research and Development.

(C) Foreign exchange earnings and Outgo:

The Foreign Exchange earned in terms of actual inflows during the year and the ForeignExchange outgo during the year in terms of actual outflows.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

During the year under review the Company is not required to comply with the provisionsrelated to Corporate Social Responsibility on the basis of its financial statement.

DIRECTORS:

Changes in Directors & Key Managerial Personnel

Ms. Mumataj Director of the Company has been appointed as additional director w.e.f.03.03.2016. Ms. Arachna Kothari resign from the post of Company Secretary w.e.f 10.11.2015

During the year under review Ms. Ritika Agrawal appointed as Company Secretary &Compliance Officer of the company w.e.f. 01/12/2015.

Declaration by an Independent Director(s) and re- appointment if any

All Independent Directors have given declaration that they meet the criteria ofindependence as laid down under Section 149(6) of the Companies Act and ListingAgreement.

Formal Annual Evaluation

Pursuant to the provisions of companies Act 2013 the Board has carried out annualperformance evaluation of its own performance the directors individually as well theevaluation of the working of its Audit Nomination & Remuneration and Stakeholdercommittee. The manner in which the evaluation has been carried out has been explained inCorporate Governance Report.

NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS

The Meetings of the Board are generally held at the Registered Office of the Companyand also if necessary in locations where the Company operates. During the year underreview 9 Meetings were held on 12.05.2015 29.05.2015 12.06.2015 13.07.201522.08.2015 09.11.2015 14.11.2015 01.12.2015 03.03.2016.

COMPOSITION AND MEETINGS OF AUDIT COMMITTEE AS ON 31ST MARCH 2016

Name of Member Designation Category
Ms. Mumataj Chairman Independent Director
Ms. Madhu Anand Member Non-Independent Non Executive Director
Mr. Virender Khanna Member Independent Director
Ms. Rithika Agrawal Secretary Company Secretary

COMPOSITION AND MEETINGS OF STAKEHOLDERS RELATIONSHIP COMMITTEE AS ON 31STMARCH 2016

Name of Member Designation Category
Mr. Tarun Chauhan Member Non-Independent Executive Director
Mr. Mumtaj Member Independent Director
Mr. Virender Khanna Chairman Independent Director

NOMINATION & REMUNERATION COMMITTEE

The Company has duly constituted Nomination and Remuneration Committee to align withthe requirements prescribed under the provisions of the Companies Act 2013. The detailsof the Composition of the Nomination and Remuneration Committee as on 31stMach 2016 are given below:

Name of Member Designation Category
Ms. Madhu Anand Member Non-Independent Non Executive Director
Mr. Mumataj Member Independent Director
Mr. Virender Khanna Chairman Independent Director

CHANGE IN REGISTERED OFFICE

During the year under review the company change its registered office from Plat No. 6Third Floor Office no. 304 I P Extension Near Ajanta Apartment Delhi 110092 To OfficeNo. 109 First Floor Plot No. 22 Pooja Complex Veer Savarkar Block Sh Delhi Eastw.e.f. December 12015.

DETAILS OF ESTABLISHMENT OF VIGIL MECHANISM FOR DIRECTORS AND EMPLOYEES

During the year as per Section 177(9) read with Rule 7(1) of The Companies (Meeting ofBoard and its Powers) Rules 2014 Company is required to establish a Vigil Mechanism forits Directors and employees. In order to ensure that the activities of the Company and itsemployees are conducted in a fair and transparent manner by adoption of highest standardsof professionalism honesty integrity and ethical behavior the company has adopted avigil mechanism policy. This policy is explained in corporate governance report and alsoposted on the website of company.

PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS UNDER SECTION 186

During the year Company has not provided Loans Guarantees and Investments coveredunder the provisions of Section 186 of the Companies Act 2013.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

The Company has no material significant transactions with its related parties which mayhave a potential conflict with the interest of the Company at large. The details oftransactions with the Company and related parties are given for information under notes toAccounts.

MANAGERIAL REMUNERATION:

Provisions relating to Managerial Remuneration as per Section 197 read with Rule 5 ofThe Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 The Boardhas on the recommendation of the Nomination & Remuneration Committee framed a Policyfor Selection and appointment of Directors Senior management and their Remuneration. TheRemuneration Policy is stated in the Corporate Governance Report.

SECRETARIAL AUDIT REPORT

Provisions relating to Secretarial Audit as per Section 204 read with Rule 9 of TheCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 the Companyhas appointed M/s Urvashi Aggarwal & Co Company Secretaries (Certificate of PracticeNo. 14261) to undertake the Secretarial audit of the Company for the Financial Year2014-15 and the report is attached herewith. The Secretarial Auditor Report provided Bythe Secretarial Auditor in Form No. MR-3 has been enclosed as Annexure.

MATERIAL CHANGES AND COMMITMENTS IF ANY AFFECTING THE FINANCIALPOSITION OF THECOMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICHTHE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT

The BSE Limited has issued a Notice dated 5 th August 2015 inter alia suspended thetrading in the equity shares of the Company for a period of 10 days. The Securities andExchange Board of India had passed vide its ad-interim ex-parte Order no.WTM/RKA/ISD/54/2015 dated June 29 2015 under sections 11A and 11B of the Securities andExchange Board of India Act 1992. Except above no significant or material orders passedby any regulator tribunal or court that would impact the going concern status of theCompany and its future operations..

DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THEFINANCIAL STATEMENTS

The Company has a formal system of internal control testing which examines both thedesign effectiveness and operational effectiveness to ensure reliability of financial andoperational information and all statutory / regulatory compliances. The Company has astrong monitoring and reporting process resulting in financial discipline andaccountability.

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 Companies Act 2013 the Board members were informedabout risk assessment and minimization procedures after which the Board formally adoptedsteps for framing implementing and monitoring the risk management plan for the company.The main objective of this policy is to ensure sustainable business growth with stabilityand to promote a pro-active approach in reporting evaluating and resolving risksassociated 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 environment strategies for mitigating inherentrisks in accomplishing the growth plans of the Company are imperative. The common risksinter alia are: Regulations competition Business risk Technology obsolescenceInvestments retention of talent and expansion of facilities. Business risk inter-aliafurther includes financial risk political risk fidelity risk legal risk. As a matter ofpolicy these risks are assessed and steps as appropriate are taken to mitigate the same.

PARTICULARS OF EMPLOYEES AND OTHER DISCLOSURE

The prescribed particulars of Employees required under Section 197(12) of the CompaniesAct 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 is annexed herewith as Annexure to this Report. The informationrequired pursuant to Section 197(12) read with Rule 5(2) of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 in respect of Employees of the Companywill be provided on request. In terms of Section 136 of the Act the reports and accountsare being sent to the members and others entitled thereto excluding the information onemployees particulars mentioned in rule 5(2) of the said rule which is available forinspection by the Members at the Registered Office of the Company during the businesshours on working days of the Company upto the date of ensuing Annual General Meeting. Ifany Member is interest in inspecting the same such Member may write to the Complianceofficer in advance.

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

Sr. No. Name of Director/KMP and Designation Remuneration of Director/ KMP for FY 2014-15 (In Rs.) % increase in Remuneration in FY 2014- 15** Ratio of Remuneration of Director to Median Remuneration of employees Ratio of Remuneration of Director to Median Remuneration of Employees
1. Mr. Tarun Chauhan Rs. 288000 Nil Nil Nil
2. Ms. Ritika Aggarwal Rs. 48000 NA NA NA

The number of permanent employees as on 31st March 2016 was 2. Average of remunerationof employees excluding KMPs Nil

No employee's remuneration for the year 2014-15 exceeded the remuneration of any of theDirectors.

Company's performance has been provided in the Directors' Report which forms part ofthe Board Report.

The key parameter for the variable component of key managerial personnel(s) is linkedwith Company performance and Individual performance. The remuneration of Directors KMPsand other employees is in accordance with the Remuneration Policy of the Company.

STATEMENT CONTAINING THE PARTICULARS OF EMPLOYEES IN ACCORDANCE WITH SECTION 197 OF THECOMPANIES ACT 2013 READ WITH RULE 5 OF THE COMPANIES (APPOINTMENT AND REMUNERATION OFMANAGERIAL PERSONNEL) RULES 2014 AND FORMING PART OF DIRECTORS' REPORT FOR THE FINANCIALYEAR ENDED MARCH 31 2015 NOT APPLICABLE

NAME OF THE COMPANIES WHICH HAVE BEEN BECOME OR CEASED TO BE ITS SUBSIDIARIES ANDASSOCIATE COMPANIES DURING THE YEAR

Since the Company has no subsidiaries as on 31st March 2016 provision of section 129of the Companies Act 2013 is not applicable.

STATE OF COMPANY AFFAIRS:

The Company is complying with all the applicable laws and provisions and there is noadverse action against the business operations of the Company.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITIONAND REDRESSAL) ACT 2013

In order to prevent sexual harassment of women at workplace; the provisions of SexualHarassment of Women at Workplace (Prevention Prohibition and Redressal) Act 2013 areeffective in the Company. Under the said Act every company is required to set up anInternal Complaints Committee to look into complaints relating to sexual harassment atworkplace of any women employee. The Company has in place an Anti Sexual Harassment Policyin line with the requirements of the Sexual Harassment of Woman at Workplace (PreventionProhibition and Redressal) Act 2013. All women employees (permanent contractualtemporary and trainee) are covered under this Policy.

The following is a summary of Sexual Harassment complaints received and disposed offduring the year: a. No. of Complaints received: 0 b. No. of Complaints disposed off : 0

DIRECTORS' RESPONSIBILITY STATEMENT

The Directors' Responsibility Statement referred to in clause (c) of sub-section(3) of Section 134 of the Companies Act 2013 shall state that:-

(a) in the preparation of the annual accounts the applicable accountingstandards had been followed along with proper explanation relating to material departures;

(b) the directors had selected such accounting policies and applied themconsistently and made judgments and estimates that are reasonable and prudent so as togive a true and fair view of the state of affairs of the company at the end of thefinancial 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 ofadequate accounting records in accordance with the provisions of this Act for safeguardingthe 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 internalfinancial controls to be followed by the company and that such internal financial controlsare adequate and were operating effectively.- N.A.

(f) the directors had devised proper systems to ensure compliance with theprovisions of all applicable laws and that such systems were adequate and operatingeffectively.

HUMAN RESOURCES

There are no employees as on date on the rolls of the Company who are in receipt ofRemuneration which requires disclosures under Section 134 of the Companies Act 2013 andCompanies (Particulars of Employees) Rules 1975.

During the year under review relationship with the employees is cordial.

ACKNOWLEDGEMENTS

Your Company and its Directors wish to extend their sincerest thanks to the Members ofthe Company Bankers State Government Local Bodies Customers Suppliers ExecutivesStaff and workers at all levels for their continuous cooperation and assistance.

For and on behalf of board of Directors
Dated: 19.08.2016 HPC Biosciences Limited
Place: New Delhi
Sd/- Sd/-
Madhu Anand Tarun Chauhan
Director Director
DIN: 06447160 DIN: 06435943