Your Directors have pleasure to present the 8th Board of Directors' Reportalong with the Balance Sheet Profit and Loss account and Cash Flow statements for thefinancial year ended 31 March 2020.
1. Financial Performance
The standalone financial statements for the financial year ended 31 March 2020 formingpart of this Annual Report have been prepared in accordance with the applicableaccounting standards.
Key highlights of financial performance of your Company for the financial year 2019-20are provided below:
| || ||(Rs. in Rupees) |
|Particulars ||Year Ended 31 March 2020 ||Year Ended 31 March 2019 |
|Revenue (net) from Operations ||478650597 ||354212876 |
|Other Income ||4548776 ||3728194 |
|Total Income ||483199373 ||357941069 |
|Total Expenditure ||406923070 ||301276984 |
|Profit Before Tax ||76276302 ||56664085 |
|Less: Tax Expenses ||15820160 ||11611619 |
|Net Profit/Loss ||60456142 ||45052467 |
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 increased to Rs. 550422509 for financialyear 2019-20 as against Rs. 420173975 in the previous year recording an increase of31%. Our net profits increased to Rs. 60456142 in the current financial year as againstRs. 45052467 in the previous year recording an increase of 34%.
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. Nature of Business
The Company is engaged in the activities of human waste treatment and management.During the financial year under review there was no change in the nature of the businessof the company.
Pursuant to the approval of the Board of Directors on 29 June 2020 your company paidan interim dividend of Re. 0.50 per share of face value of Rs. 10 each to the shareholderswho were on the register of members on 10 July 2020 being the record date fixed for thesaid purpose.
The Board of Directors has recommended a final dividend of Re. 0.50 per equity share ofRs. 10 (Rupees Ten) each fully paid-up (pre-bonus share) of the Company. Dividend issubject to the approval of members at the ensuing Annual General Meeting (AGM) and shallbe subject to deduction of income tax at source.
5. Transfer to Reserves
Appropriations to general reserve for the financial year ended 31 March 2020 as perfinancial statements is as follows:
|Net profit for the year ||Rs. 604.56 lakhs |
|Balance of Reserve at the beginning of the year ||Rs. 681.94 lakhs |
|Transfer to General Reserve ||Rs. 604.56 lakhs |
|Balance of Reserve at the end of the year ||Rs. 1286.50 lakhs |
6. Transfer of unclaimed dividend to Investor Education and Protection Fund
During the financial year 2019-2020 under review the company was not required totransfer any unclaimed dividend in its accounts.
7. 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 Capital of the company stood at Rs.41124480 consisting of 4112448 equity shares of Rs. 10 each.
Disclosure under Companies (Share Capital and Debenture) Rules 2014
During the financial year under review your Company has not issued any equity shareswith differential rights/sweat equity shares. Further the Company has not granted/vestedany employee stock option scheme/employee stock purchase schemes. Further at thebeginning of the year there was no outstanding options granted. Hence there is norequirement for disclosure under Companies (Share Capital and Debenture) Rules 2014.
8. Subsidiary Company(ies)/Associate Company(ies)/ Joint Ventures
For the financial year under review your Company doesn't have any subsidiary/associate/ joint venture companies. Accordingly statement containing salient features ofthe financial statements of the subsidiary companies in Form AOC-1 pursuant to section129(3) of the Companies Act 2013 is not applicable.
However your company under a CSR initiative is in the process of incorporating asection 8 nonprofit company under the name and style of "Banka EarthFoundation".
9. Board Composition and Independence Board of Directors
As on 31 March 2020 the Board comprised 5 (five) Executive Directors and 3 (three)NonExecutive Independent Directors.
Declaration by the Independent Directors
The company has received necessary declarations under 149(7) of the Companies Act2013 from the Independent Directors stating that they meet the prescribed criteria forindependence. All Independent Directors have affirmed compliance to the code of conductfor independent directors as prescribed in Schedule IV to the Companies Act 2013.
Opinion of the Board with regard to integrity expertise and experience of theIndependent Directors appointed during the year
The Board of the Company comprises eminent personalities and leaders in theirrespective fields. These Directors are nominated based on well-defined selection criteria.The Nomination and Remuneration Committee considers inter alia key qualificationsskills expertise and competencies while recommending to the Board the candidature forappointment as Independent Director.
In case of appointment of Independent Directors the Nomination and RemunerationCommittee satisfies itself about the independence of the Directors vis-a-vis the Companyto enable the Board to discharge its functions and duties effectively.
Changes in office of Directors and Key Managerial Personnel of the company
During the year under review the following are the changes in office of Directors andKey Managerial Personnel of the company.
In accordance with the provisions of Section 152 of the Companies Act 2013 and theArticles of Associations of the Company Mr. Akhilesh Kumar Tripathi Executive Directorretired by rotation and reappointed in the 7th Annual General Meeting of theCompany held on 27 September 2019.
Mr. Vishal Murarka Non-Executive Director of the Company was appointed as ExecutiveDirector and Chief Executive Officer w.e.f. 1 October 2019. Mr. Sanjay Kumar Gangwar andMr. Kamalesh Sekhar were appointed as Independent Directors of the Company w.e.f. 1October 2019.
Mr. Jayant Kumar Independent Director of the Company resigned from the Board w.e.f. 5January 2020. Mrs. Geeta Goti Independent Director of the Company resigned from theBoard w.e.f. 10 January 2020.
In the Board meeting held on 5 March 2020 Mr. Sanjay Banka was elected as ExecutiveChairman of the Company. Ms. Namita Banka resigned from the position of Chairman.
Pursuant to the provisions of Section 152 of the Companies Act 2013 and the Articlesof Associations of the Company Mr. Sanjay Banka Executive Director and Chairman isliable to retire by rotation in the ensuing AGM however being eligible offered himselffor re-appointment.
10. Committees of the Board
As on 31 March 2020 the Board has three committees the Audit Committee theNomination and Remuneration Committee and the Stakeholders' Relationship Committee whichare constituted as per the provisions of the Companies Act 2013. In the Board thedetails of the above-mentioned committees are as follows.
An Audit Committee has been constituted in terms of Section 177 of Companies Act 2013and in terms of Regulation 18 of SEBI (LODR) Regulations. Audit Committee met 2 (two)times i.e. on 25 May 2019 and 14 November 2019. All the recommendations made by the AuditCommittee were accepted by the Board. The Composition of the Audit Committee on 31 March2020 is as stated below:
|S. No. ||Name of the Member ||Position |
|1 ||Mr. Sanjay Kumar Gangwar ||Chairman |
|2 ||*Mr. Sandip Poddar ||Member |
|3 ||Mr. T V Rama Krishna ||Member |
* Mr Sandip Poddar was Chairman up to 5 March 2020
* Mr. Jayant Kumar was Member up to 5 March 2020
Establishment of Vigil Mechanism
The Company has adopted a whistle-blower policy establishing a vigil mechanism toprovide a formal mechanism to the Directors and employees to report concern aboutunethical behaviour actual or suspected fraud or violation of code of conduct and ethics.It also provides for adequate safeguards against the victimization of employees who availof the mechanism and provides direct access to the Chairman of the Audit Committee inexceptional cases. The whistle-blower policy aims to conduct the affairs in a fair andtransparent manner by adopting higher standards of professionalism honesty integrity andethical behaviour. All permanent employees of the company are covered under thewhistle-blower policy. It is affirmed that no personnel of the company have been deniedaccess to the Audit Committee. The policy of vigil mechanism is available on the company'sweblink www.bankabio.com.
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 Companywww.bankabio.com.
Nomination and Remuneration Committee
A Nomination and Remuneration Committee has been constituted in terms of Section 178 ofCompanies Act 2013 and in terms of Regulation 19 of SEBI (LODR) Regulations. During thefinancial year under review Nomination and Remuneration Committee met 2 (two) times. Thecomposition of the Nomination and Remuneration Committee as on 31 March 2020 is as statedbelow.
|S. No. ||Name of the Member ||Position |
|1 ||Mr. Kamalesh Sekhar ||*Chairman |
|2 ||Mr. Sanjay Kumar Gangwar ||Member |
|3 ||Mr. Sandip Poddar ||Member |
*Mr. Vishal Murarka ceased as Member w.e.f. 30 September 2019.
*Mr. Sanjay Kumar Gangwar was appointed as Member w.e.f. 1 October 2019.
*Ms. Geeta Goti was Chairman up to 10 January 2020.
*Mr. Jayant Kumar was Member up to 5 January 2020.
*Mr. Kamlesh Sekhar was appointed as Chairman of Nomination and Remuneration Committeew.e.f. 5 March 2020.
The details of the Nomination and Remuneration Policy are available atwww.bankabio.com. Nomination and Remuneration Policy is enclosed as Annexure - VI to theBoard Report.
Stakeholders' Relationship Committee
The terms of reference of Stakeholders' Relationship Committee inter alia includeresolving the grievances of the security holders of the listed entity includingcomplaints related to transfer/ transmission of shares non-receipt of annual reportnon-receipt of declared dividends issue of new/duplicate certificates general meetingsetc. review of measures taken for effective exercise of voting rights by shareholdersreview of adherence to the service standards adopted by the listed entity in respect ofvarious services being rendered by the Registrar & Share Transfer Agent review of thevarious measures and initiatives taken by the listed entity for reducing the quantum ofunclaimed dividends and ensuring timely receipt of dividend warrants/annualreports/statutory notices by the shareholders of the company.
The remit of the Stakeholders' Relationship Committee is to consider and resolve thegrievances of the security holders of the Company including complaints relating totransfer and transmission of securities non-receipt of dividends and such othergrievances as may be raised by the security holders from time to time. The composition ofthe Stakeholders Relationship Committee as on 31 March 2020 is as stated below.
|S. No. ||Name of the Member ||Position |
|1 ||Mr. Sandip Poddar ||Chairman |
|2 ||Mr. Vishal Murarka ||Member |
|2 ||Mr. Akhilesh Kumar Tripathi ||Member |
* Mr. Jayant Kumar was Chairman up to 5 January 2020
* Ms. Geeta Goti was Member up to 10 January 2020
* Mr. Sanjay Banka was Member up to 5 March 2020
* Mr. Sandip Poddar was appointed as Chairman w.e.f. 5 March 2020
* Mr. Vishal Murarka and Mr. Akhilesh Kumar Tripathi were appointed as Members w.e.f. 5March 2020
11. Meeting of the Board of Directors
The Board meetings are normally held on a quarterly basis. During the Financial Yearunder review the Board of Directors met 6 (six) times: on 10 May 2019 25 May 2019 26August 2019 14 November 2019 17 November 2019 and 5 March 2020. The maximum intervalbetween any two meetings did not exceed 120 days.
12. Directors' Responsibility Statement
In terms of Section 134(5) of the Companies Act 2013 and in relation to the auditedfinancial statements of the Company for the year ended 31 March 2020 the Board ofDirectors hereby confirms that:
a) In the preparation of the annual accounts the applicable accounting standards havebeen followed along with proper explanation relating to material departures;
b) Such accounting policies as mentioned in the notes to the financial statements havebeen selected and applied consistently and judgments and estimates that are reasonable andprudent made so as to give a true and fair view of the state of affairs of the Company atthe end of the financial year 2019-20 and of the profit or loss of the Company for thatperiod;
c) Proper and sufficient care have been taken 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 annual accounts for the financial year 2019-20 have been prepared on a goingconcern basis;
e) Proper internal financial controls were in place and that the financial controls areadequate and are operating effectively;
f) Proper systems have been devised to ensure compliance with the provisions of allapplicable laws that were in place and were adequate and operating effectively.
13. Statutory Auditors
The Company has appointed PRSV & Co. LLP Chartered Accountants (firm registrationnumber S200016) as the Statutory Auditors of the Company to hold the office from theconclusion of the 5th Annual General Meeting of the Company to the conclusion of the 10thAnnual General Meeting to be held in 2022. The Auditors have confirmed that they are notdisqualified from continuing as Auditors of the Company. The Notes on financial statementreferred to in the Auditors' Report are self-explanatory and do not call for any furthercomments. The Auditors' Report for the financial year 2019-2020 does not contain anyqualification reservation adverse remark or disclaimer.
14. 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 P. S. Rao & Associates Practicing Company Secretaries to undertake theSecretarial Audit of the Company. The Secretarial Audit Report is annexed herewith asAnnexure - IV' to this report. The Secretarial Audit Report does not contain anyqualification reservation or adverse remark.
15. Internal Auditors
The company has appointed PAV & Associates LLP as Internal Auditors of the Company.
16. Cost Audit/ Maintenance of Cost Records
For the financial year 2019-20 your company is required to maintain cost records asspecified by the central government under sub-section (1) of section 148 of the CompaniesAct 2013 is in respect of the activities carried on by the company. However Cost Auditas specified under rule 4 of the Companies (Cost Records and Audit) Rules 2014 is notmandatory.
17. Internal Financial Control Systems and their Adequacy
The Company has adequate internal control systems and procedures designed toeffectively control its operations. The internal control systems are designed to ensurethat the financial and other records are reliable for the preparation of financialstatements and for maintaining assets. The Company has well-designed standard operatingprocedures considering the essential components of internal control as stated in theGuidance Note on Audit of Internal Controls over Financial Reporting issued by theInstitute of Chartered Accountants of India. Internal Auditor conduct audit covering awide range of operational matters and ensuring compliance with specified standards.Planned periodic reviews are carried out by Internal Audit. The findings of Internal Auditare reviewed by the top management and by the Audit Committee of the Board of Directors.Based on the deliberations with Statutory Auditors to ascertain their views on thefinancial statements including the Financial Reporting System and Compliance toAccounting Policies and Procedures the Audit Committee was satisfied with the adequacyand effectiveness of the Internal Controls and Systems followed by the company.
18. 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 andSchedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015and the rules made thereunder.
19. Public Deposits
During the financial year 2019-20 your Company has not accepted any deposit that fallswithin the scope of Sections 73 and 74 of the Companies Act 2013 read together with theCompanies (Acceptance of Deposits) Rules 2014. Further there are no amounts outstandingat the beginning of financial year 2019-20 which can be classified as Deposits' interms of Section 73 of the Companies Act 2013 read with Companies (Acceptance of Deposit)Rules 2014.
20. 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 their mitigation processes/measures are beingformulated in areas of operations recruitment financial processes and reporting humanresources and statutory compliance.
21. 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 - II" and forms partof this report.
22. Material Changes and Commitments 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.
23. Particulars of Contracts or Arrangements with Related Parties
Information on transactions with related parties pursuant to Section 134(3)(h) of theAct read with rule 8(2)of the Companies (Accounts) Rules 2014 and Pursuant to SEBI(LODR) Regulations are given in Form AOC-2 and form part of this Directors (Board) Reportas "Annexure-I" and under Note 27 to financial accounts.
24. Significant and Material Orders Passed by the Regulators or Courts or Tribunals
During the year under review there was no significant and material order passed by theregulators or courts or tribunals impacting the going concern status and Company'soperations in future.
25. Disclosure under Sexual Harassment of Women at workplace (Prevention Prohibitionand Redressal) Act 2013
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 provisions of the Sexual Harassment of Women atWorkplace (Prevention Prohibition and Redressal) Act 2013 and the rules madethereunder. Internal Complaints Committee (ICC) has been set up to redress complaintsreceived regarding sexual harassment. All employees are covered under this policy.
During the financial year ended 31 March 2020 the Company has not received anycomplaint pertaining to sexual harassment of employees. The Company has complied withprovisions relating to the constitution of Internal Complaints Committee under the SexualHarassment of Women at Workplace (Prevention Prohibition and Redressal) Act 2013.
26. Disclosures in Respect of Voting Rights not Directly Exercised by Employees
There are no shares held by trustees for the benefit of employees and hence nodisclosure under Rule 16(4) of the Companies (Share Capital and Debentures) 2014 has beenfurnished.
27. Performance Evaluation
Pursuant to the provisions of the Companies Act 2013 and SEBI (Listing Obligation andDisclosure Requirements) Regulations 2015 the Board has carried out annual performanceevaluation of its own performance the Directors individually as well as the evaluationof the working of its Audit Nomination and Remuneration and Stakeholders' RelationshipCommittees.
After taking into consideration inputs received from the Directors covering variousaspects of the Board's functioning such as adequacy of the composition of the Board andits Committees Board culture execution and performance of specific duties obligationsand governance.
A separate exercise was carried out to evaluate the performance of individualDirectors including the Chairman of the Board who were evaluated on parameters such aslevel of engagement and contribution independence of judgments safeguarding the interestof the Company 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.
28. Industrial Relations
Yours Directors are happy to report that the industrial relations have been cordial atall levels throughout the year. Your directors record their appreciation for all theefforts support and cooperation of all employees being extended from time to time.
29. Listing at Stock Exchanges
The equity shares of your Company are listed on NSE. The listing fee has been paid forthe year 2019-20.
30. 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.
31. Extract of Annual Return
The extract of the Annual Return in Form MGT-9 as provided under Section 92(3) of theCompanies Act 2013 is annexed as "Annexure - V" to this Report and alsoavailable at www.bankabio.com.
32. Information to be Furnished under Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014
Not applicable as no employee of the Company is in receipt of such remunerationspecified under above-stated rule.
33. Disclosures as Required under Para A of Schedule V of SEBI (Listing Obligations andDisclosure) Requirements) Regulations 2015
a) Details of transaction(s) of your Company with entity(ies) belonging to thepromoter/ promoter group which hold more than 10% shareholding in the Company as requiredunder Para A of Schedule V of the SEBI (Listing Obligations and Disclosure) Requirements)Regulations 2015. Please refer to Notes to the Financial Statements.
b) Management Discussion & Analysis Report
The Management Discussion and Analysis Report as required under Regulation 34 &Schedule V of SEBI (LODR) and enclosed as "Annexure - III" to this Directors'(Board) Report.
c) Disclosure of Accounting Treatment
The financial statements for financial year 2019-20 have been prepared as per theapplicable accounting standards.
d) Disclosures with Respect to Demat Suspense Account/ Unclaimed Suspense Account
During the financial year there were no such demat suspense account/ unclaimed suspenseaccount.
e) Corporate Governance and other Disclosures as Required under Schedule V of SEBI(LODR) Regulations 2015
Your company being listed on the SME platform of the Stock Exchange the compliancewith the corporate governance provisions as specified in para C D and E of Schedule V donot apply.
34. 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.
Your Directors place on record their gratitude to the central government various stategovernments and Company's bankers and advisors for their 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.