Your directors have pleasure to present the 9th Board's Report along with the AuditedFinancial Statements (both Standalone and Consolidated) for the financial year ended 31March 2021 ("the year under review").
The financial statements (both standalone and consolidated) for the financial yearended 31 March 2021 forming part of this Annual Report have been prepared in accordancewith the applicable accounting standards.
Key highlights of financial performance of your Company for the financial year 2020-21are provided below.
| || || || ||(in Rupees) |
| ||Standalone ||Consolidated |
|Particulars ||Year Ended 31 March 2021 ||Year Ended 31 March 2020 ||Year Ended 31 March 2021 ||Year Ended 31 March 2020 |
|Revenue (net) from Operations ||304575805 ||478650597 ||304575805 ||NA |
|Other Income ||57 612230 ||4548776 ||57 62233 ||NA |
|Total Income ||310337028 ||483199373 ||310338038 ||NA |
|Total Expenditure ||291637280 ||404737821 ||291637280 ||NA |
|Profit Before Tax ||18699748 ||78461552 ||18683516 ||NA |
|Less: Tax Expenses ||-3364292 ||16190553 ||-3364292 ||NA |
|Net Profit/Loss ||22064040 ||62270999 ||22047808 ||NA |
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 decreased to Rs. 304575805 as againstRs. 478650597 in the previous year due to impact of COVID-19 recording adecrease of 36.36%. The net profits decreased to Rs. 22064040 for the financialyear 2020-21 as against Rs. 62270999 in the previous year recording a decrease of63.50%.
As there is no additional revenue on consolidated basis the consolidated revenue forthe FY 2020-21 remains same as standalone i.e. Rs. 304575805 consolidated net profitfor the FY 2020-21 stood at Rs. 22047808.
For the financial year ended 31 March 2021 the Company reported Earnings BeforeInterest Finance Cost Depreciation Amortisation and Tax (EBIDTA) of Rs. 39817339 asagainst the EBIDTA of Rs. 91313799 in the previous financial year.
Subsidiaries Joint Ventures and Associates
During the financial year 2020-21 your Company incorporated Banka Earth Foundation(CIN U85300TG2020NPL142651) a Section 8 Company as a wholly-owned subsidiary of theCompany.
During the year under review your Company subscribed to MoA of Sustainable SanitationIndustry Association (SSIA) (CIN U90009TG2020NPL141189) a Section 8 Company to theextent of 20000 equity shares of Rs.10 each aggregating to 25% of the paid-up capital ofthe said Company. SSIA has been incorporated as a part of business and industry advocacyand for the purpose of representation to governments from time to time and acting as thevoice of the sanitation industry. Accordingly SSIA became an associate company of BankaBioLoo Limited.
Your Company does not have any joint venture. During the financial under review nocompany ceased to be subsidiary or associate or joint venture.
Report on performance and financial positions of Subsidiaries Associates and JointVentures
Pursuant to the provisions of Section 129(3) of the Companies Act 2013("Act") a statement containing salient features of the financial statements ofthe Company's subsidiaries in Form AOC-1 is annexed to the standalone financial statementsof the Company and forms part of this report.
Consolidated Financial Statements
The audited consolidated financial statements of your Company as on 31 March 2021which form part of the Annual Report have been prepared pursuant to the provisions ofSecurities and Exchange Board of India (Listing Obligations and Disclosure Requirements)Regulations 2015 ("SEBI LODR Regulations") as amended from time to time andalso as per the applicable Indian Accounting Standard (IndAS) as notified by the Ministryof Corporate Affairs.
Nature of Business
The Company is engaged in the activities of sanitation and waste management. During thefinancial year under review there was no change in the nature of the business of theCompany.
Transfer to Reserves
Appropriations to general reserve for the financial year ended 31 March 2021 as perfinancial statements are as follows:
|Net profit for the year ||Rs. 22064040 |
|Balance of Reserve at the beginning of the year ||Rs. 239169937 |
|Balance of Reserve at the end of the year ||Rs.197485721 |
Transfer of unclaimed dividend to Investor Education and Protection Fund
During the year under review the Company was not required to transfer any unclaimeddividend in its accounts.
During the year under review the authorized share capital of the Company was increasedfrom Rs. 50000000 (Rupees Five Crores) divided into 5000000 equity shares of Rs. 10each to Rs. 150000000 (Rupees Fifteen Crores) divided into 15000000 equity shares ofRs. 10 each.
Pursuant to the approval of the members of the Company through postal ballot resolutiondated
30 August 2020 your Company issued and allotted 6168672 (sixty-one lakhs sixty-eightthousand six hundred and seventy-two) fully paid-up equity shares of Rs. 10 (Rupees tenonly) each as bonus shares in the proportion of 3 (three) equity shares for every 2 (two)existing equity shares to eligible members whose names appeared in the Register ofMembers maintained by the Company/ List of Beneficial Owners in the Depository System(s)National Securities Depository Limited and Central Depository Services (India) Limited ason 9 September 2020 (the Record Date fixed for the allotment of bonus shares) inconsideration of their existing holding by way of capitalisation of the sums standing tothe credit of securities premium account of the Company in the electronic mode (dematmode) and obtained the final listing approval from the stock exchange. Accordingly theissued subscribed and listed paid-up capital stands increased from Rs. 41124480consisting of 4112448 fully paid-up equity shares of Rs. 10 each to Rs. 102811200consisting of 10281120 fully paid-up equity shares of Rs.10 each.
Disclosure under Companies (Share Capital and Debenture) Rules 2014
During the year financial year under review your Company did not issue any equityshare with differential rights/ sweat equity shares. Further the Company did not grant/vest any employee stock option scheme/ employee stock purchase schemes. Further at thebeginning of the year there was no outstanding option granted.
Your Company has not raised any funds through preferential allotment or qualifiedinstitutions placement.
Board Composition and Independence
Board of Directors
As on 31 March 2021 the Board comprised of 5 (five) Executive Directors and 5 (five)Non-Executive Independent Directors.
Declaration by the Independent Directors
The Company received necessary declarations under 149(7) of the Companies Act 2013from the Independent Directors stating that they meet the prescribed criteria forindependence. All Independent Directors affirmed compliance to the code of conduct forindependent directors as prescribed in Schedule IV to the Act.
Opinion of the Board with regard to integrity expertise and experience of theindependent directors appointed during the year The Independent Directors of theCompany are of persons of integrity eminent personalities having expertise/ experience intheir respective fields/ professions. These Directors meet the criteria of independence asspecified in SEBI LODR Regulations and were selected and appointed based on well-definedselection criteria. The Nomination and Remuneration Committee considers inter alia keyqualifications skills expertise and competencies fulfilment of criteria forindependence while recommending to the Board the candidature for appointment asIndependent Director to enable the Board to discharge its functions and dutieseffectively.
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. Sanjay Banka (DIN: 06732600) retired byrotation and was reappointed in the 8th Annual General Meeting of the Company held on 16September 2020.
During the financial year 2020-21 Ms. Aparajita Agrawal (DIN 08789734) and Dr. BasavaRaju Dumpala (DIN 03303947) were appointed as Non-Executive Independent Directors of theCompany for a term of 5 (five) years commencing from 17 September 2020 to 16 September2025 whose office shall not be liable to retire by rotation.
Approval of members by way special resolution was obtained for the appointment of Dr.Basava Raju Dumpala (DIN 03303947) as Non-Executive Independent Director in terms ofRegulation 17(1A) of SEBI (LODR) Regulations as Dr. Raju would attain the age of 75 yearsin 2022 i.e. during his mid-tenure.
Mr. T V Rama Krishna Executive Director retires by rotation in the ensuing AGM andbeing eligible offers himself for re-appointment. A resolution seeking shareholders'approval for his re-appointment along with other required details forms part of theNotice of the AGM.
Subject to approval of members of the Company in the 9th Annual General Meeting theBoard of Directors in their meeting held on 2 September 2021 re-appointed Mr. SanjayBanka as Executive Director designated as Executive Chairman Mrs. Namita Banka asManaging Director Mr. Akhilesh Tripathi as Executive Director and Mr. T V Rama Krishnaas Executive Director designated as Chief Financial Officer (CFO) of the Company for aperiod of 3 (three) years w.e.f. 2 September 2021.
Directors' Responsibility Statement
In terms of Section 134(5) of the Act and in relation to the audited financialstatements of the Company for the financial year ended 31 March 2021 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) Suchaccounting policies as mentioned in the notes to the financial statements have beenselected 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 2020-21 and of the profit or loss of the Company for thatperiod; c) Proper and sufficient care has 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 year 2020-21 have been prepared on a goingconcern basis; e) Those proper internal financial controls were in place and that thefinancial controls are adequate and are operating effectively; f) Proper systems have beendevised to ensure compliance with the provisions of all applicable laws were in place andwere adequate and operating effectively.
Annual Evaluation of Individual Directors Committees and Board
Pursuant to the provisions of the Companies Act 2013 and SEBI LODR Regulations theBoard carried out annual performance evaluation of its own performance the Directorsindividually as well as the evaluation of the working of its Audit Committee Nominationand Remuneration Committee and Stakeholders' Relationship Committee.
The Board took 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. The Directors expressed their satisfaction withthe evaluation process.
The Policy on Board Diversity of the Company devised by the Nomination and RemunerationCommittee and approved by the Board is disseminated on the website of the Company underthe weblink https://www.bankabio.com/investors.
Code of Conduct and Declaration on Code of Conduct
Your Company has laid down a Code of Conduct for all Board members Senior Managementand Independent Directors of the Company in line with the provisions of SEBI LODRRegulations and the Act. The said Code of Conduct is available on the website of theCompany under the weblink https://www.bankabio.com/investors. Declaration in this regardforms part of the corporate governance report.
Committees of the Board
As on 31 March 2021 the Board has 4 (four) committees the details of committees areas f ollows.
Audit Committee (AC) has been constituted in terms of Section 177 of Companies Act2013 and in terms of Regulation 18 of SEBI (LODR) Regulations. The composition of theAudit Committee its terms of reference detail of meetings of the AC and such otherdetails are provided in the Report on Corporate Governance annexed. All therecommendations made by the Audit Committee were accepted by the Board of Directors.
Nomination and Remuneration Committee
Nomination and Remuneration Committee (NRC) has been in constituted in terms of Section178 of Companies Act 2013 and in terms of Regulation 19 of SEBI (LODR) Regulations. Thecomposition of the Nomination and Remuneration Committee its terms of reference detailsof meetings of the NRC and such other details are provided in the Report on CorporateGovernance annexed.
Stakeholders' Relationship Committee
Stakeholders' Relationship Committee (SRC) is constituted in line with the provisionsof Regulation 20 of SEBI Listing Regulations and Section 178 of the Act. The compositionof the SRC its terms of reference details of the meeting of the SRC and such otherdetails are provided in the Report on Corporate Governance annexed.
Corporate Social Responsibility (CSR) Committee
CSR Committee (CSRC) is constituted in line with the provisions of Section 135 of theAct to formulate and recommend to the Board a CSR Policy indicating the activities to beundertaken by the Company as specified in Schedule VII of the Act to recommend the amountof expenditure to be incurred on the activities mentioned in the CSR Policy and to monitorthe CSR Policy.
The brief outline of the corporate social responsibility (CSR) policy of the Companyand the initiatives undertaken by the Company on CSR during the year are set out inAnnexure - VII of this report in the format prescribed in the Companies (CorporateSocial Responsibility Policy) Rules 2014.
The composition of the CSRC its terms of reference details of the meeting of the CSRCand such other details are provided in the Report on Corporate Governance annexed.
CSR Policy is made available on the website of the Company under the weblinkhttps://www.bankabio.com/investors.
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 whoavail of the mechanism and provides direct access to the chairperson of the AuditCommittee in exceptional cases. The whistle-blower policy is available on the website ofthe Company under weblink https://www.bankabio.com/investors.
A brief note on the Whistle Blower Policy is provided in the Report on CorporateGovernance annexed.
Meeting of the Board of Directors
The Board meetings are normally held on a quarterly and/or on-need basis. During thefinancial year under review the Board of Directors met 7 (seven) times. The maximuminterval between any two meetings did not exceed 120 days. The details of the boardmeeting are given in Report on Corporate Governance which forms part of this report.
Meeting of the Independent Directors
During the financial year under review in accordance with the provision of Schedule IVof the Companies Act 2013 and SEBI (LODR) Regulations separate meeting of IndependentDirectors of the Company was held and the details of the same have been provided underCorporate Governance Report which forms part of this Board report.
Familiarization Programme for Independent Directors
All Independent Directors (IDs) inducted into the Board are provided an orientation oncompany structure and Board constitution and procedures matters reserved for the Boardand our major risks and risk management strategy. The Company familiarizes the IDs withthe Company their roles rights responsibilities in the Company nature of the industryin which the Company operates etc through various interactions and an update onamendments or regulatory requirements and changes is given as part of board meetings andfamiliarization programs. Details of the familiarization programs of the IDs are availableunder the weblink https://www.bankabio.com/investors.
The Company has appointed PRSV & Co. LLP Chartered Accountants (firm registrationNo. 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 2020-21 does not contain any qualification reservationadverse remark or disclaimer.
Secretarial AuditPursuant to the provisions of Section 204 of the Companies Act2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014the Company has appointed Mr. M Ramana Reddy Practicing Company Secretary (CP No. 18415)to undertake the Secretarial Audit of the Company. The Secretarial Audit Report is annexedto this report as Annexure VI and forms part of this annual report. TheSecretarial Audit Report does not contain any qualification reservation or adverseremark.
The Company has appointed PAV & Associates LLP as Internal Auditors of the Company.
Cost Audit/ Maintenance of Cost Records
For the financial year 2020-21 your Company is required to maintain cost records asspecified by the central government under sub-section (1) of section 148 of the Act is inrespect of the activities carried on by the Company. However cost audit as specifiedunder Rule 4 of the Companies (Cost Records and Audit) Rules 2014 is not mandatory.
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 (SOPs) considering the essential components of internal control as stated inthe Guidance Note on Audit of Internal Controls over Financial Reporting issued by theInstitute of Chartered Accountants of India. Internal Auditor conducts audit covering awide range of operational matters and ensures compliance with specified standards. Plannedperiodic reviews are carried out by Internal Auditor. The findings of Internal Audit arereviewed by the top management and by the Audit Committee of the Board of Directors. Basedon the deliberations with Statutory Auditors to ascertain their views on the financialstatements including the Financial Reporting System and Compliance to Accounting Policiesand Procedures the Audit Committee was satisfied with the adequacy and effectiveness ofthe Internal Controls and Systems followed by the Company.
Management Discussion & Analysis Report
The Management Discussion and Analysis Report as required under Regulation 34 &Schedule V of Securities and Exchange Board of India (Listing Obligations and DisclosureRequirements) Regulations 2015 is annexed as Annexure IV and forms parts of thisreport.
Corporate Governance Report
Report on Corporate Governance is annexed as Annexure V and forms part of thisreport. A certificate from the Practicing Company Secretary regarding compliance with thecorporate governance norms as stipulated is also annexed to the Report on CorporateGovernance.
In terms of Section 92(1) of the Act read with Rule 11 of The Companies (Managementand Administration) Rules Annual Return comprising the requisite details in Form MGT-7has been prepared and made available on the website of the company under the weblink -https://www.bankabio.com/investors.
Particulars of Loans Guarantees and Investments
During the financial year under review your Company has not given any loan orguarantee falling within the meaning of Section 186 of the Act and Schedule V of the SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015. For the details ofthe investments made by the Company please refer Note No. 3 of the financial statements.
During the financial year 2020-21 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 outstandingas at the beginning of financial year 2020-21 which can be classified as Deposits'in terms of Section 73 of the Companies Act 2013 read with Companies (Acceptance ofDeposit) Rules 2014.
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 is annexed as Annexure - II and forms part of thisreport.
Material changes and commitment affecting financial position of the Company from theend of the financial year till the date of the report There is no material change andcommitment affecting the financial position of the Company that occurred between the endof the financial year of the Company to which the financial statements relate and thedate of the report.
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 forms part of this report as Annexure-I tofinancial statements.
Significant and material orders passed by Regulators or Courts or Tribunals
During the financial year under review there was no significant and material orderpassed by the regulators or courts or tribunals impacting the going concern status andCompany's operations in future.
Disclosure under Sexual Harassment of Women at Workplace (Prevention Prohibition andRedressal) Act 2013 The Company is committed to provide a safe and conducive workenvironment to its employees and has adopted a policy on prevention prohibition andredressal of sexual harassment at workplace in line with the provision of the SexualHarassment of Women at Workplace (Prevention Prohibition and Redressal) Act 2013 andthe rules made thereunder. Internal Complaints Committee (ICC) has been set up to redresscomplaints received regarding sexual harassment. All employees are covered under thispolicy.
During the financial year ended 31 March 2021 the Company did not receive anycomplaint pertaining to sexual harassment of employees. The Company complied withprovisions relating to the constitution of Internal Complaints Committee under the SexualHarassment of Women at Workplace (Prevention Prohibition and Redressal) Act 2013.
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.
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 Board oversees Company's processes for determining risk tolerance andreview management's action and comparison of overall risk tolerance to established levels.Major risks identified by the businesses and functions are systematically addressedthrough appropriate actions on a continuous basis. For details please refer to theManagement Discussion and Analysis report which forms part of this Report.
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 co-operation of all employees being extended from time to time.
The equity shares of your Company are listed on NSE. During the financial year underreview the Company migrated from NSE Emerge to NSE Main Board on 29 October 2020pursuant to approval received from the Exchange. The listing fee has been paid for theyear 2020-21.
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 propelsthem to achieve higher levels of performance. The unflinching commitment of the employeesis the driving force behind the Company's vision. Your Company appreciates the spirit ofits dedicated employees.
Information to be Furnished under Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014
Not applicable as no employee of the Company is in receipt of such remunerationspecified under above-stated rule. However the other information as required to befurnished under Rule 5(1) and 5(2) of above-stated rules is provided under annexures andforms part of this report as Annexure III.
Disclosures as required under Para A of Schedule V of SEBI (Listing Obligations andDisclosure) Requirements) Regulations 2015 For the details of transaction(s) of yourCompany with entity(ies) belonging to the promoter/ promoter group which holds more than10% shareholding in the Company as required under Para A of Schedule V of the SEBI(Listing Obligations and Disclosure) Requirements) Regulations 2015 please refer toNotes to the Financial Statements.
Code of Conduct
Declaration signed by the Chief Executive Officer stating that the members of Board ofDirectors and senior management personnel have affirmed compliance with the code ofconduct of Board of Directors and senior management is annexed and forms part of thisreport.
Insider Trading Regulations
Based on the requirements of SEBI (Prohibition of Insider Trading) Regulations 1992as amended from time to time the code of conduct for prohibition of insider trading asapproved by the Board is implemented by the Company. The Company also adopts the conceptof trading window closure to prevent its directors officers designated employees theirrelatives from trading in the securities of the Company at the time when there isunpublished price sensitive information. The Board has appointed Mr. Sri Bala AdityaYanamandra Company Secretary as the Compliance Officer under the code.
There is no deviation in the utilisation of the proceeds of the public issue from theobjects stated in the prospectus of the issue and there has been no variation in the useof the proceeds from the objects stated in the prospectus dated 23 January 2018 orexplanatory statement to the notice of the Extra-Ordinary Meeting dated 16 November 2017issued for Initial Public Offering of Securities in terms of regulation 32 (1) (a) of SEBI(LODR) Regulations 2015.
During the financial year under review your Company has not revised financialstatement(s). No application made or proceedings pending against the Company under theInsolvency and Bankruptcy Code 2016 during the year along with their status as at theend of the financial year.
No valuation of the Company has been done during the year under review either for thepurpose of one time settlement (OTS) or for the purpose of taking loan from bank/FIs.
During the year under review no instance of fraud was reported by the StatutoryAuditors of the Company. The financial statements for FY 2020-21 have been prepared as perthe applicable accounting standards
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 customerssuppliers and 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 the Order of the Board |
| || ||For Banka Bioloo Limited |
|Hyderabad 02-09-2021 || || |
| ||Sd/- ||Sd/- |
| ||Sanjay Banka ||Namita Banka |
| ||Executive Chairman ||Managing Director |
| ||DIN: 06732600 ||DIN: 05017358 |