M/s. Bio Green Papers Limited
Your Directors have pleasure in presenting the 25 th Annual Report of theCompany together with the Audited Financial Statements of for the financial year ended 31stMarch 2019 along with the Report of Directors including annexure thereto and Reportof Auditor's thereon.
(Rs. in Lakhs)
|Particulars || |
| ||2018-19 ||2017-18 |
|Total Income ||166.04 ||23.46 |
|Total Expenses ||260.78 ||301.66 |
|Profit / (Loss) before extraordinary item & tax ||-94.74 ||-278.20 |
|Exceptional items ||93.45 ||0.00 |
|Less: Current tax ||0.00 ||0.00 |
|Less: Deferred tax ||-4.38 ||-12.04 |
|Other comprehensive income (net of tax) ||0.00 ||0.00 |
|Profit / (Loss) after tax ||3.09 ||-266.16 |
SUMMARY OF OPERATIONS:
During the year under review Company has incurred Profit of Rs. 3.09 Lakhs as Comparedto loss of Rs. 266.16 Lakhs in previous year.
As the commercial operations have not commenced no dividend has been declared.
TRANSFER TO RESERVES IN TERMS OF SECTION 134 (3) (J) OF THE COMPANIES ACT 2013
During the year under review no amount was transferred to General Reserve account.
TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND
The provisions of Section 125(2) of the Companies Act 2013 do not apply.
CHANGE IN THE NATURE OF BUSINESS IF ANY
During the year under review there was no change in the nature of business of thecompany.
INFORMATION ABOUT SUBSIDIARY/ JV/ ASSOCIATE COMPANY
In the EGM held on 15th June 2018 the shareholders gave approval for acquisition of49% of shareholding of Vivessa Industries Private Limited (formerly known as ChallengerCrop Care Technologies Private Limited) against issue of 17814442 Equity Shares ofRs.10/- each of the Company on Share Swap basis to Shareholders of Vivessa. Accordinglyyour company got 8907221 Equity Shares of Rs.10/- each of Vivessa Industries PrivateLimited from the Shareholders of Vivessa amounting to 49% of the shareholding of Vivessa.Thus Vivessa has become "Associate Company" of Bio Green Papers Limited interms of Section.2(6) of the Companies Act 2013.
MATERIAL CHANGES AND COMMITMENTS
No material changes and commitments affecting the financial position of the Companyoccurred between the end of the financial year to which these financial statements relateand the date of this report.
Company is trying to arrange working Capital requirements to operate the Plant &machinery which is revived and enhanced the capacity level from 40 TPD to 50 TPD.
The company has also obtained Import & Export License in order to trade the Paper.
(IEC Code - AAFCS5460G)
AUTHORISED SHARE CAPITAL
During the year the authorized share capital has been increased from Rs. 90000000(Nine Crore) to Rs. 290000000 (Twenty Nine Crore) in terms of and approved by theshareholders at the EGM held on 15/06/2018.
PAID UP SHARE CAPITAL
During the year the Company has issued 17814442 Equity Shares of Rs.10/- each onPrivate Placement basis. As on 31st March 2019 the issued subscribed and paid up sharecapital of your Company stood at Rs. 258179420 /- (Rupees Twenty Five Crores Eighty oneLakh Seventy Nine Thousand Only) comprising 25817942 (Two Crore Fifty Eight LacsSeventeen Thousand Nine Hundred Forty Two Only) Equity shares of Rs. 10/- (Rupees Ten)each.
The company has not accepted any deposits during the year.
EXTRACT OF ANNUAL RETURN
The Extract of Annual Return as required under section 92(3) of the Companies Act 2013and Rule 12(1) of the Companies (Management and Administration) Rules 2014 in Form MGT-9is annexed to this report as "Annexure-1".
BOARD OF DIRECTORS
The following are the Directors of the Company as on the date of the report:
|Mr. Velamala Jagdish ||- Managing Director |
|Mr. Venkateswarlu Velamala ||- Director& CFO |
|Mr. Mallikarjuna Sarma Guntur ||- Non-Executive &Independent Director |
|Mrs. Suneethi Gudapati ||- Non-Executive & Non-Independent Director |
|Mrs. Velamala Krishnaveni ||- Non-Executive & Non-Independent Director |
|Mr. Kiran Kumar Garlapalli ||- Independent Director |
DIRECTORS & KEY MANAGERIAL PERSONNEL (KMP)
Sri Mallikarjuna Sarma Guntur was appointed as an Independent Director of the Companywith effect from 30.09.2014 to 29.09.2019. Your Directors have proposed his reappointmentfor a further period of 5 years i.e. from 30th September 2019 to 29th September2024. Your directors also recommend the reappointment of Mr. Velamala Jagadish as theManaging Director of the Company for a term of five years w.e.f 30th September2019 to 29th September 2024.
Resignations during the Year:
During the year under review no resignation.
Declaration by Independent Directors:
The terms and conditions of appointment of Independent Directors are as per Schedule IVof the Act. Your Company has received necessary declaration from each independent directorunder section 149(7) of the Companies Act 2013 that they meet the criteria ofindependence laid down in Section 149(6) of the Companies Act 2013.
Retirement by rotation:
In accordance with the provisions of the Companies Act 2013 and in terms of theArticles of Association of the company Mr. Venkateswarlu Velamala (DIN: 02495420)Director & CFO of your company will retire by rotation at the ensuing AGM and beingeligible offers himself for reappointment.
KEY MANAGERIAL PERSONNEL
The following are the Key Managerial Personnel of the Company as on the date of thereport:
|1. Sri. Venkateswarlu Velamala ||- Chief Financial Officer/ Director |
|2. Ms. Babita Sharma ||- Company Secretary/Compliance officer |
Changes in Key Managerial Personnel:
During the year the Board has appointed Ms. Babita Sharma (Membership No: 48271) asCompany Secretary w.e.f 14th November 2018.
Mr. Bana bihari Sahoo previous Company Secretary of the Company has given hisresignation on 20th October 2018.
MEETINGS OF THE BOARD OF DIRECTORS
During the year 10 (Ten) Board Meetings were convened and held. The intervening gapbetween the Meetings was within the period prescribed under the Companies Act 2013 andSecretarial Standards issued by the ICSI.
|Sl. No. Date of Board Meeting |
|1 17/04/2018 |
|2 30/05/2018 |
|3 27/07/2018 |
|4 13/08/2018 |
|5 03/09/2018 |
|6 25/10/2018 |
|7 14/11/2018 |
|8 28/12/2018 |
|9 28/01/2019 |
|10 11/02/2019 |
Number of Board Meetings attended by Directors during the financial year 2018-19:
|Sl. Name of Director No. ||No. of Board Meetings entitled to attend || |
No. of Board Meetings attended
|1. Mr. Velamala Jagdish ||10 || |
|2. Mr. Venkateswarlu Velamala ||10 || |
|3. Mr. Mallikarjuna Sarma Guntur || |
|4. Mrs. Suneethi Gudapati || |
|5. Mrs. Velamala Krishnaveni || |
|6. Mr. Kiran Kumar Garlapalli || |
COMMITTEES OF BOARD:
As per the provisions of the Companies Act 2013 and SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 as on March 31 2019 Company has threeCommittees namely Audit Committee Nomination & Remuneration Committee StakeholdersRelationship Committee. The details of composition of the said committee and their meetingheld during the year along with terms of reference of the said committees of Board ofDirectors of the company is given in Corporate Governance Report and is also placed on theCompany's website at (www.biogreenpapers.com).
Consequent to the changes in Directors the Audit Committee was re-constituted pursuantto the provisions of Section 177 of the Companies Act 2013. The composition of the AuditCommittee is as follows:
|Name ||Designation |
|Mr. Mallikarjuna Sarma Guntur ||Chairman |
|Mr. Kiran Kumar Garlapalli ||Member |
|Mrs. Velamala Krishnaveni ||Member |
The Company Secretary of the Company shall be the Secretary to the Committee.
During the year the Audit Committee met 4 times on 30th May 2018 13th August 201814th November 2018 and 11th February 2019.
NOMINATION AND REMUNERATION COMMITTEE
Nomination and Remuneration Committee determines criteria for qualifications traitsexperience and recommends Board a policy for remuneration to directors key managerialpersonnel and other employees. The Board has on the recommendation of the Nomination& Remuneration Committee framed a policy for selection and appointment of DirectorsSenior Management and their remuneration. The said policy is annexed as Annexure II.
Consequent to the changes in Directors the Nomination and Remuneration Committee wasreconstituted. The composition of the Nomination and Remuneration Committee is as follows:
|Name ||Designation |
|Mr. Mallikarjuna Sarma Guntur ||Chairman |
|Mr. Kiran Kumar Garlapalli ||Member |
|Mrs. Velamala Krishnaveni ||Member |
During the year Nomination and Remuneration Committee met 4 times on 30th May 20181st September 2018 14th November 2018 and 11th February 2019.
STAKEHOLDERS RELATIONSHIP COMMITTEE:
The Stakeholders Relationship Committee was constituted in compliance with therequirements of the Listing Agreement and Section 178 of the Companies Act 2013.
During the year Stakeholders RelationshipCommittee met 4 times on 17th April 201813th September 2018 14th November 2018 and 11th February 2019.
COMPOSITION OF STAKEHOLDERS RELATIONSHIP COMMITTEE AS ON MARCH 31.03.2019
|S.No. NAME ||DESIGNATION || |
NO. OF MEETINGS
| || ||HELD ||ATTENDED |
|1. Kiran Kumar Garlapalli ||Chairperson ||4 ||4 |
|2. Mallikarjuna Sarma Guntur ||Member ||4 ||4 |
|3. Krishnaveni Vel amala ||Member ||4 ||4 |
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to Section 134(5) of the Companies Act 2013 the Board of Directors of theCompany confirms that:
a) In the preparation of the annual accounts for the year ended 31st March2019 the applicable accounting standards had been followed along with proper explanationrelating to material departures;
b) The directors had 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 31st March 2019;
c) The directors had taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of this Act for safeguarding theassets 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 had laid down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and were operatingeffectively
f) The directors had devised proper systems to ensure compliance with the provisions ofall applicable laws and that such systems were adequate and operating effectively.
During the year under review your Company had complied with the Secretarial standardsissued by the Institute of Company Secretaries of India (ICSI).
FORMAL ANNUAL EVALUATION MADE BY BOARD OF ITS OWN PERFORMANCE AND OF ITS COMMITTEE ANDOF INDIVIDUAL DIRECTORS
Pursuant to the provisions of Section 178 of the Companies Act 2013 and SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 the Board has carried outannual performance evaluation of its own performance the directors individually as wellas evaluation of working of committees of Board of Directors.
Executive Directors were evaluated on the basis of targets / criteria given to them bythe board from time to time as well as per their terms of appointment. IndependentDirectors being evaluated by entire board except of Director being evaluated on meetingtheir obligations connected with their independence criteria as well as adherence with therequirements of professional conduct roles functions and duties specifically applicableto Independent Directors as contained in Schedule IV of the Companies Act 2013. Chairmanand other Non-Independent Directors were being evaluated by Independent Directors whoalso reviewed the performance of secretarial department. Performance evaluation of theCommittees and that of its members in effectively discharging their duties were alsobeing carried out by board.
The overall performance of Chairman Executive Directors and Non-Executive Directors ofthe Company is satisfactory. The review of performance was based on criteria ofperformance knowledge analysis quality of decision making etc.
LOANS GUARANTEES AND INVESTMENTS
During the year under review the Company has made the investments in M/s. VivessaIndustries Private Limited to acquire 49% of its stake by way of Share Swap.
The Company has not availed loans from any Bank / Financial Institutions during thefinancial year under review.
CEO AND CFO CERTIFICATION
In accordance with the Regulation 17(8) of the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 the Managing Director and Chief Financial Officer of theCompany have submitted a certificate for the year ended 31st March 2019 to theBoard of Directors which forms part of the Annual Report
CONSOLIDATED FINANCIAL STATEMENTS
As required under Section.129 (3) of the Companies Act 2013 the ConsolidatedFinancial Statements prepared in accordance with the provisions of Companies Act 2013 aremade part of this Report.
AUDITORS & AUDIT REPORT
At the twenty-fourth AGM held on 29th September 2018 the members approvedappointment of M/s. RG & Associates Chartered Accountants Hyderabad (FirmRegistration No. 010022S) as Statutory Auditors of the Company to hold office for a periodof five years from the conclusion of that AGM till the conclusion of the twenty-ninth AGM.The requirement to place the matter relating to appointment of auditors for ratificationby Members at every AGM has been done away by the Companies (Amendment) Act 2017 witheffect from May 7 2018. Accordingly no resolution is being proposed for ratification ofappointment of statutory auditors at the twenty-fifth AGM.
There are no qualifications or adverse remarks in the Auditors' Report which requireany clarification/ explanation. The Notes on financial statements are self-explanatoryand needs no further explanation.
Pursuant to Section 204 of the Companies Act 2013 your Company has appointed M/s.Rahul Jindal & Associates Company Secretaries Dhanbad as its Secretarial Auditors toconduct the Secretarial Audit for FY 2018-19. The Company provided all assistance andfacilities to the Secretarial Auditor for conducting their audit. The Report ofSecretarial Auditor for FY 2018-19 is annexed to this report as Annexure-III.
The Company is having its Internal Audit committee during the year; the Companycontinued to implement their suggestions and recommendations to improve the controlenvironment. Their scope of work includes review of processes for safeguarding the assetsof the Company review of operational efficiency effectiveness of systems and processesand assessing the internal control strengths in all areas. Internal Audit findings arediscussed with the process owners and suitable corrective actions taken as per thedirections of Audit Committee on an on-going basis to improve efficiency in operations.
During the year under review Cost Audit was not applicable to the Company's products/business RELATED PARTY TRANSACTIONS
Details of transactions with related parties falling under the scope of Section 188(1)of the Act & Information on transactions with related parties pursuant to Section134(3)(h) of the Act read with
rule 8(2) of the Companies (Accounts) Rules 2014 (Form No. AOC.2) is given in Annexure- V to the Board Report.
RISK MANAGEMENT & 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 Regulation 21 of SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 the Board members were informed about risk assessment andminimization procedures after which the Board formally adopted steps for framingimplementing and monitoring the risk management plan for the company.
The main objective of this policy is to ensure sustainable business growth withstability and to promote a pro-active approach in reporting evaluating and resolvingrisks associated 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 environmentstrategies for mitigating inherent risks in accomplishing the growth plans of the Companyare imperative. The common risks inter alia are: Regulations Competition Business riskTechnology obsolescence Investments Retention of talent and Expansion of facilities.
Risk Management framework shall primarily focus on the elements such as Risk to CompanyAssets and Property Employees Related Risks Foreign Currency Risks Risks associatedwith Non-Compliance of Statutory enactments Competition Risks Operational Risks andvarious other types of risks which may affect the business or organization.
Business risk inter-alia further includes financial risk Political risk Fidelityrisk Legal risk. As a matter of policy these risks are assessed and steps as appropriateare taken to mitigate the same.
Pursuant the provision of Regulation 21 of SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 with respect to the formation of the Risk ManagementCommittee is not applicable to your Company.
The Company adheres to the corporate governance requirements set out by the Securitiesand Exchange Board of India (SEBI) and is committed to maintain the highest standards ofcorporate governance.
A separate report on Corporate Governance forms an integral part of this Annual Report.Certificate of Statutory Auditors' regarding compliance of conditions of CorporateGovernance as stipulated under Schedule V of SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 is annexed herewith to this Report.
MANAGEMENT DISCUSSION AND ANALYSIS
A detailed section of the Management Discussion and Analysis for the period underreview as required under SEBI (Listing obligations & Disclosure Requirements)Regulations 2015 is given as a separate statement forming part of the Annual Report.
PARTICULARS OF EMPLOYEES
The Disclosure as required under Rule 5 of Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 is given in Annexure - IV to the Board Report
PARTICULARS OF REMUNERATION
Disclosures with respect to the remuneration of Directors and employees as requiredunder Section 197(12) of Companies Act 2013 and Rule 5 (1) Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 are given in Annexure - I to the BoardReport
As the Members are aware your Company's shares are tradable compulsorily in electronicform and your Company has established connectivity with Central Depository Services(India) Limited (CDSL) & National Securities Depository Limited (NSDL). In view of thenumerous advantages offered by the depository system the Members are requested to availthe facility of Dematerialization of the Company's shares on CDSL or NSDL. The ISINallotted to the Company's Equity shares isINE958L01018 The Company is pursuing theshareholders including the promoters holding the shares in physical form fordematerialization of their shares.
VIGIL MECHANISM/WHISTLE BLOWER POLICY
Pursuant to the requirement of the Companies Act 2013 and provisions of ListingAgreement applicable to the Company your Company has adopted Vigil mechanism (WhistleBlower Policy) for complying with the Company's Code of Conduct and Ethics andparticularly to assuring that business is conducted with integrity and that the Company'sfinancial information is accurate. The reportable matters may be disclosed by theemployees to the Management / Managing Director / Chairman of the Audit Committee. Nocomplaint was received during the Financial Year 2017-18. During the year under review noemployee was denied access to the Audit Committee.
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS &OUTGO:
|(A) CONSERVATION OF ENERGY || |
|The steps taken or impact on conservation of energy ||NA |
|The steps taken by the company for utilizing alternate sources of Energy ||NA |
|The capital investment on energy conservation equipment ||NA |
|(B) TECHNOLOGY ABSORPTION || |
|The efforts made towards technology absorption ||NA |
|The benefits derived like product improvement cost reduction product development or import substitution ||NA |
|In case of imported technology (imported during the last three years reckoned from the beginning of the financial year) ||NA |
|The expenditure incurred on research and development ||NA |
DETAILS OF FOREIGN CURRENCY TRANSACTIONS ARE AS FOLLOWS:
a. The company has not earned any income in Foreign Currency during the year.
DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS UNDER SUB - SECTION (12) OF SECTION143
The Auditors have not reported any offence involving fraud committed against theCompany by the officers or employees of the Company under sub section (12) of section 143to the Board.
SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS COURTS AND TRIBUNALSIMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE
There are no significant and material orders that were passed by the regulators orcourts or tribunals against your Company.
CORPORATE SOCIAL RESPONSIBILITY
The provisions for corporate social responsibility ("CSR") under theCompanies Act 2013 are not applicable to the company for the current financial year.
PREVENTION OF SEXUAL HARASSMENT OF WOMEN AT WORK PLACE POLICY
The Company always believed in providing an encouraging work environment devoid ofdiscrimination and harassment including sexual harassment and has adopted a policy in linewith the provisions of Sexual Harassment of Women at Workplace (Prevention Prohibitionand Redressal) Act 2013 and the rules made thereunder. The objective of the policy is toprohibit prevent and address issues of sexual harassment at the workplace. The policycovers all employees irrespective of their nature of employment and also applicable inrespect of all allegations of sexual harassment made by an outsider against an employee.An Internal Complaints Committee (ICC) has also been set up to redress complaints receivedon sexual harassment. No complaint was pending at beginning of the year and none has beenreceived during the year.
DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TOFINANCIAL STATEMENTS
The Company has in place adequate internal financial controls and these Controls ensurethe accuracy and completeness of the Accounting Records and preparation of reliablefinancial statements.
PAYMENT OF LISTING FEE
The shares of the Company are listed at Bombay Stock Exchange Limited which hasnationwide trading terminals and the listing fee has been paid by the Company upto date.
PREVENTION OF INSIDER TRADING
The Company has adopted a code of conduct for prevention of insider trading with a viewto regulate trading in securities by the Directors and designated employees of theCompany. The code requires pre clearance for dealing in the Company's shares and prohibitsthe purchase or sale of Company's shares by the Directors and designated employees whilein possession of unpublished price sensitive information in relation to the Company andduring the period when the trading window is closed. The Board is responsible forimplementation of the code. All the Board Members and the designated employees haveconfirmed compliance with the Code.
Your Directors wish to express their grateful appreciation to the continuedco-operation received from the Banks Government Authorities Customers Vendors andShareholders during the year under review. Your Directors also wish to place on recordtheir deep sense of appreciation for the committed service of the Executives of theCompany.
|For and on behalf of the Board of Directors |
|Bio Green Papers Limited |
|Place: Hyderabad ||Velamala Jagdish ||Venkateswarlu Velamala |
|Date: 2nd September 2019 ||Managing Director ||Director |
| ||(DIN:00055303) ||(DIN:02495420) |