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Banka Bioloo Ltd.

BSE: 535051 Sector: Others
NSE: BANKA ISIN Code: INE862Y01015
BSE 05:30 | 01 Jan Banka Bioloo Ltd
NSE 05:30 | 01 Jan Banka Bioloo Ltd

Banka Bioloo Ltd. (BANKA) - Director Report

Company director report

Dear Shareholders

Your directors have pleasure in presenting their 6th Annual Report on thebusiness and operations of the company together with the audited financial statements forthe year ended 31st March 2018.

1. Financial Highlights

The Company's operations during the year ended March 312018 are summarized in thetable below

Particulars Year Ended March 31 2018 Year Ended March 31 2017
Income from Operations 165307695 150532390
Other income 1641273 1050571
Total income 166948967 151582961
Total Expenditure 141207774 134660527
Profit Before Tax 25741194 16922434
Less: Tax expenses 6832562 6551524
Net Profit/Loss 18908632 10370910

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 Revenue from operation for FY 2018 is Rs. 180264285/- (after taxesRs.165307695/ -) increased during the year under review when compared with previousyear revenue of Rs.160453555/- (after taxes Rs.150532390/).The profit before tax forthe financial year under review is Rs. 25741194/- as against Rs. 16922434/-forthe previous financial year 2017.

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. Initial Public Offering and Utilization of IPO Proceeds

During the year under review the Company has completed an Initial Public offering(“IPO”) of its shared consisting of a fresh offer of 1098000 equity shares ofRs.10/- each at Rs. 115/- per share (Including a premium of Rs.105/- per share).The equityshares of the Company were listed on National Stock Exchange (Emerge) platform for SMElisting effective from February 272018

4. Dividend

Your Directors would like to use the profits earned for the purpose of enhancingbusiness and hence do not propose any dividend for the financial year under review2017-18.

5. Transfer to reserves

No amount has been transferred to reserves and the profit for the year has beenretained in the profit and loss account.

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

The provision of Section 125 of Companies Act2013 is not applicable as the Company didnot declare any dividend.

7. Share Capital

As on March 31 2018 the authorized share capital of the Company is Rs. 50000000/-divided into 5000000 equity shares of Rs. 10/- each

During the year under review the Company has allotted:

a. 2888846 Equity Shares of 1 10 each pursuant to bonus issue as on 27thOctober 2017

b. 1098000 Equity Shares of 1 10 each pursuant to an initial public offering of theCompany as on 23rd January 2018.

As on March 31 2018 the paid-up share capital of the Company stood as 1 41124480consisting of 4112448 equity shares of 1 10 each.

8. 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 thereunder.

9. 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.

10. Particulars of contracts or arrangements with related party

During the year under review there were no 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 not required.

Further there are no material related party transactions during the year under reviewwith the Promoters Directors or Key Managerial Personnel. The Company has developed aframework through Standard Operating Procedures for the purpose of identification andmonitoring of such Related Party Transactions.

11. 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.

12. Management discussion and analysis

The management discussion and analysis report for the year under review as stipulatedin SEBI Listing Regulations is presented in a separate section forming part of this annualreport.

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

The company being in the service industry does not have any power generation units anddid not produce/generate any renewable or conventional power. The foreign exchange outflow on of the company for the year is Rs.1495466/- (Previous year Rs.106083/-)

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

There is no material changes and commitment affecting financial position of the companyfor the financial year 2017-18.

15. 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) Act2013 and the rules made thereunder.

During the year under review no complaints were reported as on date.

16. Committees of the board

As on March 312018 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 Act2013 the details of the abovementioned committees are as follows

Audit Committee

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

Nomination and Remuneration Committee

Name of the Member Position
1 Mrs. GeetaGoti 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. GeetaGoti Member
3 Mr. Sanjay Banka Member

17. Meeting of the board of directors

During the financial year ended on 31 March 2018 Seven (7) board meeting held on 25thApril 2017 26th June 2017 2nd August 2017 3rd October2017 30th October 2017 15th November 2017 5th March2018

18. Details of directors or key managerial personnel who were appointed or haveresigned during the financial year 2017-18

In accordance with the provisions of Section 152 of the Companies Act 2013 and theArticles of Associations of the Company Ms. Namita Sajnay Banka Managing Director retireby rotation at the ensuring Annual General Meeting and being eligible offer herself forreappointment. A brief profile of the director seeking re-appointment form part of thenotice of the ensuring Annual General Meeting.

The following directors and key managerial personnel were appointed during the yearunder review

Date of appointment DIN /PAN Name Designation
01/11/2017 07977695 Tadepalli Venkata Rama Krishna Whole-time director
01/11/2017 06866598 Geeta Goti Independent Director
01/11/2017 07864347 Sandip Poddar Independent Director
01/11/2017 00580260 Jayant Kumar Independent Director
01/11/2017 ACCPT9754A Tadepalli Venkata Rama Krishna CFO
15/11/2017 ABYPY4949B Sri Bala Aditya Yanamandra Company Secretary

On 01/11/2017 Namita Sanjay Banka was appointed as Managing Director and Sanjay BankaAkhilesh Kumar Tripathi was appointed as Whole-Time Director and Vishal Murarka wasre-designated as nonexecutive director of the company.

19. Declaration by the independent directors

During the year under review the independent directors of the company have submittedtheir disclosures to the board that they fulfil all the requirements as stipulated inSection 149(6) of the Companies Act 2013 so as to qualify themselves to be appointed asindependent directors under the provisions of the Companies Act 2013 and the relevantrules.

20. 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;

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.

Based on the framework of internal financial controls and compliance systemsestablished and maintained by the company work performed by the statutory and externalconsultants and the reviews performed by management and the relevant board committeesincluding the audit committee the board is of the opinion that the Company's internalfinancial controls were adequate and effective during the financial year 2017-18.

21. 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 BalaAdityaYanamandra Company Secretary as the Compliance Officer underthe code.

22. 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 312018 is enclosed as AnnexureI.

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

23. Statutory auditors

Pursuant to the provisions of Section 139 and 142 of the Companies Act 2013 and therules made thereunder including any statutory modification(s) or re-enactment(s) thereoffor the time being in force M/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. However their appointment as StatutoryAuditors of the Company is subject to ratification by the Members at every Annual GeneralMeeting. Accordingly a resolution seeking Members' ratification on appointment of M/ s.PRSV& Co. LLP Chartered Accountants bearing firm registration No. S200016 as theStatutory Auditors of the Company.

24. Auditors' report

The auditors' Report for fiscal 2018 does not contain any qualifications reservationsor adverse remarks. The Auditors' Report is enclosed with the financial statements in thisAnnual Report.

25. 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. PS. Rao & Associates a firm of Company Secretaries in Practice toundertake the Secretarial Audit of the Company. The Secretarial Audit Report is annexedherewith as ‘Annexure II' to this report.

26. 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 is having the adequate internal finance control system to the size of itsoperation.

27. 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.

28. 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/)

29. Particulars of employees

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 16.25 Times
Sanjay Banka 20.83 Times
Akhilesh Kumar Tripathi 11.66 Times
Venkata Rama Krishna Tadepalli 5.83 Times

The company has not paid any remuneration to the non-executive directors ofthe company for the financial year 2017-18.”

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 Financial Officer and Company Secretary % increase in remuneration in the financial year
Namita Sanjay Banka 21.72%
Sanjay Banka 46.47%
Akhilesh Kumar Tripathi 16.67%

Sri BalaAdityaYanamandra is appointed as company secretary of the company on 15thNovember 2017.

Sri Venkata Rama Krishna Tadepalli is appointed as Whole Time Director and CFO from 1stNovember 2017.

c. The number of permanent employees on the rolls of Company: 402 (only coreemployee is 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 the Company.

30. 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).

31. 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 SANJAY BANKA T.V. RAMA KRISHNA
Managing Director Whole-time Director
DIN: 05017358 DIN: 07977695
Hyderabad 25th August 2018