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Banka Bioloo Ltd.

BSE: 535051 Sector: Others
NSE: BANKA ISIN Code: INE862Y01015
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Banka Bioloo Ltd. (BANKA) - Director Report

Company director report

Dear Shareholders

Your directors have pleasure in presenting their 7th Annual Report on the business andoperations of the company together with the audited financial statements for the yearended 31st March 2019

1. Financial Highlights

The Company's operations during the year ended March 31 2019 are summarized in thetable below

Particulars Year Ended Year Ended
March 31 2019 March 31 2018
Revenue (net) from Operations 354212876 165307695
Other income 3728194 1641273
Total income 357941069 166948967
Total Expenditure 301276983 141207774
Profit Before Tax 56664086 25741194
Less: Tax expenses 11611619 6832562
Net Profit/Loss 45052467 18908632

2. State of Affairs/ Company's Performance

Your Directors wish to present the details of business operations done during the yearunder review:

The Company's gross revenue from operations for financial year 2018-19 is Rs.420173975/- (after duties and taxes is Rs.354212876/-) increased during the yearunder review compared with previous Financial Year revenue of Rs. 180264285/- (aftertaxes Rs. 165307695/-). The profit after tax for the financial year under review is Rs.45052467/- as against Rs. 18908632/-for the previous financial year 2017-18.

Your Directors express their satisfaction on the overall financial performance and theprogress made on different areas by the Company during the year under review.

3. Dividend

During the financial year under review 2018-2019 the Company has not paid any dividendand the Company has paid interim dividend of Rs. 1/- per share aggregating to Rs.4112448 (Rupees Forty-One Lakh Twelve Thousand and Four hundred and Forty-Eight only) onequity share capital of the Company to be paid out of the profits of the Company for theyear ended on 31 March 2019 after deduction of tax at source to those equity shareholderson its Board Meeting held on 25th May 2019.

4. Transfer to reserves

The Board of Directors of the Company have not recommended for transfer of any amountto the General Reserve for the Financial Year ended March 31 2019.

5. Transfer of unclaimed dividend to investor education and protection fund

During the Financial Year 2018-2019 under review the Company don't have any unclaimeddividend in its accounts.

6. Share Capital

During the year under review your Company has not issued any type of shares theauthorized share capital of the Company is Rs. 50000000/- divided into 5000000 equityshares of Rs. 10/- each and paid up Equity Share Capitalof the Company stood as Rs.41124480 consisting of 4112448 equity shares of Rs.10 each.

7. Particulars of loans guarantees and investments

During the year under review your Company has not made any investment given any loanor guarantee falling within the meaning of section 186 of the Companies Act 2013 and therules made there under.

8. Public deposits

During the financial year under review your company has not accepted any depositsfalling within the meaning of Section 73 of Companies Act 2013 read with the Companies(Acceptance of Deposits) Rules 2014.

9. Risk Management

Risk management is the process of identification assessment and prioritization ofrisks followed by coordinated efforts to minimize monitor and mitigate/control theprobability and/or impact of unfortunate events to maximize the realization ofopportunities. The company has initiated a process of preparing a comprehensive riskassessment and minimization procedure. These procedures are meant to ensure that executivemanagement controls risk through means of a properly defined framework. The major risksare being identified by the company and its mitigation process/measures being formulatedin areas of operations recruitment financial processes and reporting human resourcesand statutory compliance.

10. Conservation of energy technology absorption foreign exchange earnings and outgo

The details regarding Energy Conservation Technology Absorption Foreign ExchangeEarnings and Outgo as required by section 134(3) (m) of the Companies Act 2013 read withthe Companies (Accounts) Rules 2014 are given as "Annexure - IV" andforms part of this report.

11. Material changes and commitment affecting financial position of the company fromthe end of the financial year till the date of the report:

There are no material changes and commitments affecting the financial position of thecompany occurred between the end of the financial year of the company to which thefinancial statements relate and the date of the report.

12. Disclosure under sexual harassment of women at workplace (prevention prohibitionand redressal) Act2013

The company is committed to provide a safe and conducive work environment to itsemployees and has adopted a policy on prevention prohibition and redressal of sexualharassment at workplace in line with the provision of the sexual harassment of women atworkplace (prevention prohibition and redressal) Act 2013 and the rules made thereunder.Internal Complaints Committee (ICC) has been set up to redress complaintsreceivedregarding sexual harassment. All employees are covered under this policy.

During the financial year ended 31.03.2019 the Company has not received any complaintspertaining tosexual harassment of employees. The companyhas complied with provisionsrelating to theconstitution of Internal Complaints Committeeunder the Sexual Harassment ofWomen atWorkplace (Prevention Prohibition and Redressal) Act 2013.

16. Committees of the board

As on March 31 2019 the Board has three committees the audit committee thenomination and remuneration committee the stakeholders relationship committee which areconstituted as per the provisions of the Companies Act 2013 the details of the abovementioned committees are as follows

Audit Committee

Name of the Member Position
1 Mr. Sandip Poddar Chairman
2 Mr. Jayant Kumar Member
3 Mr. T V Rama Krishna Member

Nomination and Remuneration Committee

Name of the Member Position
1 Mrs. Geeta Goti Chairman
2 Mr. Jayant Kumar Member
3 Mr. Vishal Murarka Member

Stakeholders' relationship committee

Name of the Member Position
1 Mr. Jayant Kumar Chairman
2 Mrs. Geeta Goti Member
3 Mr. Sanjay Banka Member

14. Meeting of the board of directors

During the financial year ended on 31 March 2019 four (4) board meetings were held on25th May 2018 25th August 2018 14th November 2018 14th February 2019.The maximuminterval between any two meetings did not exceed 120 days.

15. Details of directors or key managerial personnel who were appointed or haveresigned during the financial year 2018-19

In accordance with the provisions of Section 152 of the Companies Act 2013 and theArticles of Associations of the Company Ms. Namita Sanjay Banka Managing Director whoretired by rotation and reappointedin the 6th Annual General Meeting.

16. Declaration by the Independent Directors:

During the year under review The Company has received necessary declaration from eachIndependent director under 149(7) of the Companies Act 2013 that he/she meets thecriteria of Independence laid down under section 149(6) of the Companies Act 2013. so asto qualify themselves to be appointed as independent directors under the provisions of theCompanies Act 2013 and the relevant rules.

17. Directors responsibility statement:

Pursuant to Section 134(5) of the Companies Act 2013 the Board of Directors to thebest of their Knowledge and ability confirm that:

i) In preparation of the annual accounts the applicable accounting standards had beenfollowed along with proper explanation relating to material departures;

ii) 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 at the end of the financial year and ofthe profit and loss of the company for that period.

iii) The directors have 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.

iv) The directors have prepared the annual accounts on a going concern basis; and

v) The directors have laid down internal financial controls to be followed by thecompany and that such internal financial controls are adequate and were operatingeffectively;

vi) The directors have devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.

18. Performance Evaluation:

Pursuant to the provisions of the Companies Act 2013 and SEBI (Listing Obligation andDisclosure Requirements) Regulations 2015 the Board has carried out the annualperformance evaluation of its own performance the Directors individually as well as theevaluation of the working of its Audit Nomination and Remuneration and ShareholdersGrievance Committees.

A structured questionnaire was prepared after taking into consideration inputs receivedfrom the Directors covering various aspects of the Board's functioning such as adequacyof the composition of the Board and its Committees Board culture execution andperformance of specific duties obligations and governance.

A separate exercise was carried out to evaluate the performance of individual Directorsincluding the Chairman of the Board who were evaluated on parameters such as level ofengagement and contribution independence of judgments safeguarding the interest of theCompany and its minority shareholders etc.

The performance evaluation of the Independent Directors was carried out by the entireBoard. The performance evaluation of the Chairman and the Non Independent Directors wascarried out by the Independent Directors who also reviewed the performance of theSecretarial Department. The Directors expressed their satisfaction with the evaluationprocess.

19. Human Resources:

Your Company considers its Human Resources as the key to achieve its objectives.Keeping this in view your Company takes utmost care to attract and retain qualityemployees. The employees are sufficiently empowered and such work environment propels themto achieve higher levels of performance. The unflinching commitment of the employees isthe driving force behind the Company's vision. Your Company appreciates the spirit of itsdedicated employees.

20. Insider trading regulations:

Based on the requirements under SEBI (Prohibition of Insider Trading) Regulations1992 as amended from time to time the code of conduct for prohibition of insidertrading as approved by the board is implemented by the company. The company also adoptsthe concept of trading window closure to prevent its directors officers designatedemployees their relatives and other employees from trading in the securities of thecompany at the time when there is unpublished price sensitive information. The board hasappointed Mr. Sri Bala Aditya Yanamandra Company Secretary as the Compliance Officerunder the code.

21. Extract of Annual Return:

In accordance with Section 134(3)(a) of the Companies Act 2013 an extract of theannual return of the company for the financial year ended March 312019 is enclosed asAnnexure I.

The extract of the annual return of the company is also hosted on the company's websiteat http:// www.bankabio.com/

22. Statutory Auditors:

The Company has appointedM/s. PRSV& Co. LLP. Chartered Accountants (FirmRegistration No. S200016) the Statutory Auditors of the Company to hold the office fromthe conclusion of the 5th Annual General Meeting of the Company to the conclusion of the10th Annual General Meeting to be held in 2022.

The Auditors' Report does not contain any qualification reservation or adverse remarkand the auditors have issued an unmodified opinion on financial statements of the Companyfor the Financial Year 2018-2019.The Auditors' Report is enclosed with the financialstatements in this Annual Report.

23. Secretarial Audit:

Pursuant to the provisions of Section 204 of the Companies Act 2013 and The Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Company hasappointed M/s. P.S. Rao & Associates a firm of Company Secretaries in Practice toundertake the Secretarial Audit of the Company.

The Secretarial Audit Report is annexed herewith as 'Annexure II' to this report.

24. Maintenance of Cost Records:

Company is not required to maintain cost records as specified by the Central Governmentunder subsection (1) of section 148 of the Companies Act 2013

25. Internal financial control:

Your board has adopted the policies and procedures for ensuring the orderly andefficient conduct of its business including adherence to the company's policies thesafeguarding of its assets the prevention and detection of frauds and errors theaccuracy and completeness of accounting records and the timely preparation of reliablefinancial disclosures. Your directors express their satisfaction and states that thecompany has the adequate internal finance control system to the size of its operation.

26. Details of significant and material orders passed by the regulators or courts ortribunals impacting the going concern status and company's operations in future:

During the year under review there were no significant and material orders passed bythe regulators or courts or tribunals impacting the going concern status and company`soperations in future.

27. Whistle blower policy:

The company has established a vigil mechanism for reporting concerns through thewhistle blower policy of the company. The policy provides for a framework and process forthe employees and directors to report genuine concerns or grievances about illegal andunethical behaviour. The whistle blower policy is available on the website of the Company(http://www.bankabio.com/)

28. Remuneration Policy:

The Board has on the recommendation of the Nomination and Remuneration Committeeframed a policy for selection and appointment of Directors and Senior Management personneland fix their remuneration. The Remuneration Policy is available on the website of theCompany (http:// www.bankabio.com/)

29. Particulars of contracts or arrangements with related party:

During the year under review there were transactions entered with Related Partiesunder the provisions of Section 188 of the Companies Act 2013 and the Rules madethereunder. Thus disclosure in form AOC-2 in terms of Section 134 of the Companies Act2013 is provided as 'Annexure III' to this report.

Further The Company has developed a framework through Standard Operating Proceduresfor the purpose of identification and monitoring of such Related Party Transactions.

30. Particulars of Employees andRelated Disclosures:

The information required under section 197 of the Companies Act 2013 read with rule5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014are given below:

a. The ratio of the remuneration of each director to the median remuneration of theemployees of the Company for the Financial Year:

Name of the Director Ratio to median remuneration
Namita Sanjay Banka 20.10 Times
Sanjay Banka 20.10 Times
Akhilesh Kumar Tripathi 11.49 Times
Venkata Rama Krishna Tadepalli 11.49 Times

"The company has not paid any remuneration to the non-executive directors of thecompany for the financial year 2018-19."

b. The percentage increase in remuneration of each director Chief ExecutiveOfficer Chief Financial Officer Company Secretary in the Financial Year.

Director Chief Executive Officer Chief % increase in remuneration
Financial Officer and Company Secretary in the financial year
Namita Sanjay Banka 79.49 %
Sanjay Banka 40.00 %
Akhilesh Kumar Tripathi 42.86 %
Venkata Rama Krishna Tadepalli 19.05 %

c. The number of permanent employees on the rolls of Company: 752 (only coreemployees are considered).

d. The Ratio of the remuneration of the highest paid director to that of theemployees who are not directors but receive remuneration in excess of the highest paiddirector during the year:None.

e. Affirmation that the remuneration is as per the remuneration policy of theCompany: The Company affirms remuneration is as per the remuneration policy of theCompany.

The statement containing names of top ten employees in terms of remuneration drawn andthe particularsof employees as required under Section 197(12) of the Act read with Rule5(2) and 5(3) of the Companies(Appointment and Remuneration of Managerial Personnel)Rules 2014 is provided in a separate annexureforming part of this report. Further thereport and the accounts are being sent to the Members excludingthe aforesaid annexure. Interms of Section 136 of the Act the said annexure is open for inspection at theRegisteredOffice of the Company. Any Member interested in obtaining a copy of the same may write totheCompany Secretary.

31. Green initiatives:

The company sends the annual report to its members in electronic form whose emailaddresses are registered with the company/depository participants(s). For members who havenot registered email addresses physical copies are sent in the permitted mode.

In case of any change in your email address you are requested to please inform thesame to your Depository (in case you hold the shares in dematerialized form) or to theCompany/RTA (in case you hold the shares in physical form).

32. Details about the Corporate Social Responsibility Policy developed and ImplementedBy The Company:

The Company does not meet the Criteria as specified in Section 135 of the CompaniesAct 2013 regarding Corporate Social Responsibility.

33. Management discussion and analysis:

Pursuant to the provisions of Schedule V to SEBI (Listing Obligation and DisclosureRequirements) Regulations 2015 a report on Management Discussion & Analysis isherewith annexed as "Annexure V" to this report.

34. Acknowledgement:

Your directors place on record their gratitude to the Central Government various StateGovernments and Company's Bankers and advisors for the valuable advice guidanceassistance cooperation and encouragement they have extended to the Company from time totime. The Directors also take this opportunity to thank the company's customers suppliersand shareholders for their consistent support to the Company.

We place on record our appreciation for the contribution made by our employees at alllevels. Our consistent growth was made possible by their hard work solidaritycooperation and support.

By Order of the Board

For Banka BioLoo Limited

Sd/- Sd/-
NAMITA BANKA T.V. RAMA KRISHNA
Managing Director Whole-time Director & CFO
DIN: 05017358 DIN: 07977695
Hyderabad 26th August 2019

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