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Biopac India Corporation Ltd.

BSE: 532330 Sector: Industrials
NSE: N.A. ISIN Code: INE998A01017
BSE 00:00 | 15 Jan Biopac India Corporation Ltd
NSE 05:30 | 01 Jan Biopac India Corporation Ltd
OPEN 2.01
PREVIOUS CLOSE 1.99
VOLUME 37697
52-Week high 2.57
52-Week low 1.61
P/E
Mkt Cap.(Rs cr) 3
Buy Price 1.90
Buy Qty 2000.00
Sell Price 1.98
Sell Qty 993.00
OPEN 2.01
CLOSE 1.99
VOLUME 37697
52-Week high 2.57
52-Week low 1.61
P/E
Mkt Cap.(Rs cr) 3
Buy Price 1.90
Buy Qty 2000.00
Sell Price 1.98
Sell Qty 993.00

Biopac India Corporation Ltd. (BIOPACINDIA) - Director Report

Company director report

TO THE MEMBERS

The Directors have pleasure in presenting their 31st Annual Report and Audited Accounts for the year ended 31st March 2019.

Financial Results

[Rs. In Lacs]

Particulars

Year ended 31.03.2019

Year ended 31.03.2018

Gross Revenues 2420.1 5305 .06
Profit / (Loss) before Interest Depreciation and Tax (1317.73) 730.44
Financial Expenses 451.13 486.63
Depreciation & Amortization 543.85 546.00
(Loss)/ Profit Before Tax (2312.71) (302.19)
Taxation for the year 2.27
(Loss)/ Profit After Tax (2314.98) (302.19)
Deferred Tax Adjustment (2.8) (32.19)
Net (Loss) Profit after Deferred Tax Adjustment (2312.18) (270.00)
Profit/(Loss) brought forward from previous year 11.72 281.72
Balance carried forward (2300.46) 11.72

Note: Previous year figures have been regrouped wherever considered necessary.

Dividend

In view of loss your Directors do not recommend any Dividend for the year under review.

Operations

The total revenue of the Company during the year 2018-19 was Rs. 2420.10 Lakhs as compared to Rs. 5305 .06 Lacs of previous fiscal year. The Cash loss was Rs. 2856.56 Lakhs whereas net loss after tax was Rs 2312.18 Lakhs during the year under review.

Products & Business

The Company's main business is Food Service Disposables and food storage and packaging. We continue to be market leader and innovator in our field. Your company has more than 150 manufacturing units and continues to focus on new product development and application. Your company is now focusing on international markets as it is continuing to get very good response from overseas customers.

Exports

During the year the Company's Export Turnover has declined from INR 612.79 Lakhs in the previous year to INR 409.77 Lakhs in the current year.

Reserves

No amount has been proposed to carry to Reserves.

Directors' Responsibility Statement [Section 134 (5)]

Your Directors state that:

a) in the preparation of the annual accounts for the year ended March 31 2019 the applicable accounting standards have been followed and there are no material departures from the same;

b) the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31 2019 and of the loss of the Company for the year ended on that date;

c) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) the Directors have prepared the annual accounts on a `going concern' basis;

e) the Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and

f) the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

Directors and Key Managerial Personnel

Mr. Harish Doshi (DIN: 00873796) the Director of the Company retires by rotation at the ensuing Annual General Meeting and being eligible offers himself for re-appointment. The Board recommends his re-appointment.

The first term of the Independent Directors viz. Mr. Mehul Patel Mr. R.S.Maker and Mr. Hemant Bhuta expires at the forthcoming annual general meeting. As per Companies Act 2013 the Independent Directors are eligible for re-appointments for a second term. The Board has approved the re-appointment of all the Independent Directors for a second term of five years. Their re appointment for a second term of five (5) years is placed for approval of the members in the Notice of the Annual General Meeting.

The Company has received declarations from all the Independent Directors of the Company confirming that they meet with the criteria of independence as prescribed both under the Act and Regulation 25 of the SEBI (Listing Obligations and Disclosure Requirements) Regulation 2015.

Nomination and Remuneration Committee has laid down various criteria for performance evaluation of Independent Directors which inter-alia includes preparedness and attendance at the meetings understanding of Company's operations and business and contribution at Board Meetings.

The details of programmes for familiarisation of Independent Directors with the Company their roles rights responsibilities in the Company nature of the industry in which the Company operates business model of the Company and related matters are put up on the website of the Company.

The Company has appointed Mr. Jigar Bagaria as the Company Secretary of the Company with effect from 12th October 2018.

The Company has appointed Mr Harish Doshi as the Chief Financial Officer (CFO) of the Company with effect from 19th April 2019 and he has resigned on 26th April2019.The following policies of the Company are put up on the website of the Companya) Policy for selection of Directors and determining Directors independence; andb) Remuneration Policy for Directors Key Managerial Personnel and other employees.

Meetings of the Board

The Board of Directors duly met four times on 20th April 2018; 13th July 2018; 12th October 2018 and 08th February 2019.

Board Evaluation

The Nomination and Remuneration Committee has defined the evaluation criteria for the Performance Evaluation of the Board its Committees and individual Directors. Pursuant to the provisions of the Companies Act 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 the Board has carried out a formal annual evaluation of its own performance and that of its Committees and individual Directors.

The evaluation of each of the directors were done inter-alia on the basis of their advisory role and contribution in the decision making. Further the evaluation of the Board as a whole and all the Committees of the Directors was done inter-alia on the basis of the overall directions and guidance provided to the senior executives and supervision over their performance

Internal Financial Controls

The Company has in place adequate internal financial controls with reference to financial statements. During the year such controls were tested and no reportable material weakness in the design or operation were observed.

Audit Committee

The Audit Committee comprises of Independent Directors namely of Mr. Mehul Patel Mr. R. S. Maker and Mr. Hemant Bhuta. During the year under review the Board has appointed Mr. Hemant Bhuta as Chairman of the Committee. All the recommendations made by the Audit Committee were accepted by the Board. The terms of reference and other details of the Audit Committee are available in the Corporate Governance Report forming part of this Annual Report.

Nomination and Remuneration policy

On recommendation of Nomination and Remuneration Committee the Board of Directors at its Meeting held on Saturday 31st January 2015 has approved a Remuneration Policy for the appointment and remuneration of the directors key managerial personnel (KMP) and other employees.

The key objectives of the Policy are to lay down the criteria for appointment and remuneration of Directors Key Managerial Personnel and Executives at Senior Management level and recommend to the Board their appointment and also to formulate criteria for evaluation of performance of Independent Directors and the Board and to devise a policy on Board diversity.

The Policy inter-alia includes criteria for determining qualifications positive attributes independence of a director and expertise and experience required for appointment of Directors KMP and Senior Management.

The Nomination and Remuneration Policy is available on the Company's website www.biopacindia.com.

The composition of the Committee comprises of three Non - Executive Directors namely Mr. R. S. Maker Mr. Mehul Patel & Mr. Hemant Bhuta and one Executive Director Mr. Harish B. Doshi. The Chairman of the Committee is Mr. R. S. Maker.

Auditors

At the 30th Annual General Meeting of the Company M/s APMH & Associates LLP Chartered Accountants were appointed as Statutory Auditors of the Company to hold office from the conclusion of the 30th Annual General Meeting until the conclusion of the 31st Annual General Meeting of the Company.

Based on the recommendation of the Audit Committee Messrs APMH & Associates LLP are proposed to be re-appointed as Statutory Auditors of the Company from the conclusion of the 31st Annual General Meeting until the conclusion of the 32nd Annual General Meeting of the Company.

Messrs APMH & Associates LLP have given consent for their proposed appointment as Auditors. They have also given a Certificate stating that their proposed appointment shall be in accordance with the provisions of Sections 139(1) and 141 of the Companies Act 2013.

There is no qualification Reservation or Adverse remark made by the Auditors in the Auditors Report for the year ended 31.03.2019.

During the year under review the Auditors have not reported any instance of fraud committed in the Company by its Officers or Employees to the Audit Committee under section 143(12) of the Companies Act 2013.

Secretarial Auditor

Pursuant to the provision of section 204 of the Companies Act 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 the Company has appointed Mr. Prashant Diwan

Practicing Company Secretary to conduct Secretarial Audit for the financial year 2018-19. The Secretarial Audit Report for the financial year ended March 31 2019 is annexed herewith marked as Annexure I to this Report. The Secretarial Audit Report contains following qualification. However there is no reservation or adverse remark.

1) The non-compliance of Section 203(1)(ii) of the Companies Act 2013 upto 11th October2018.

2) The non-compliance of Section 203(1) (iii) of the Companies Act 2013.

3) Regulation 6(1) of SEBI (LODR) Regulation 2015 to appoint the qualified Company Secretary as the Compliance Officer. Mr. Pankaj Doshi Managing Director of the Company was acting as Compliance Officer till 11th October2018. The Company has appointed qualified Company Secretary as the Compliance Officer of the Company w.e.f. 12th October 2018.

4) BSE has levied the fine of Rs. 1000/- per day till the date of Compliance for Regulation 6(1) of SEBI (LODR) Regulation 2015 for non appointment of a qualified Company Secretary as the Compliance Officer of the Company. The Company has paid total fine of Rs. 12980/- inclusive of GST of Rs. 1980/- on 5th March 2019.

As regards to the non compliance observed by Secretarial Auditor your Company has appointed Qualified Company Secretary w.e.f 12th October 2018 and is in process of appointing suitable candidate for the post CFO.

Cost Records

The maintenance of Cost Records has not been specified by the Central Government under section (1) of Section 148 of the Act in respect of the activities carried out by the Company

Deposits

The Company has not accepted any Deposits from the Public during the financial year 2018-2019.

Particulars of Loans given Investments made Guarantees given and Securities provided under section 186 of the Companies Act 2013

There were no loans and guarantees given no investments made and no securities provided by the Company under Section 186 of the Companies Act 2013 during the year under review and hence the said provision is not applicable.

Particulars of Contracts or Arrangements made with Related Parties

There was no contract or arrangements made with related parties as defined under Section 188 of the Companies Act 2013 during the year under review. However all related party Transactions as required under Accounting Standards 18 have been reported in the notes to financial statements of the Company.

Subsidiaries Joint Ventures and Associate Companies

The Company does not have any Subsidiary Joint venture or Associate Company.

Conservation of Energy Technology Absorption and Foreign Exchange Earnings and Outgo

The particulars relating to conservation of energy technology absorption foreign exchange earnings and outgo as required to be disclosed under the Act are provided in Annexure II to this Report.

Extract of Annual Return Extract of Annual Return of the Company is annexed herewith as Annexure III to this Report.

Particulars of Employees and related disclosures

The particulars of employees required to be furnished pursuant to Section 197(12) of the Companies Act 2013 read with sub-rules 2 and 3 of Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 is annexed herewith as Annexure IV to this Report. However as per the provisions of Section 136 of the Companies Act 2013 read with sub-rules 2 and 3 of Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 the Annual Report excluding the statement of particulars of employees is being sent to all members of the Company. Any member interested in obtaining a copy of the said statement may write to the Compliance officer of the company at the Registered Office of the Company.

Corporate Governance

In terms of Regulation 15 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 entered into with the Stock Exchanges at Mumbai a Report on Corporate Governance and Certificate from the Auditors of the Company is given in the Annexure V which form part of the Directors' Report.

Management Discussions and Analysis

A brief note on Management Discussions and Analysis of the results for the year under review is given in Annexure VI which forms part of the Directors' Report.

Corporate Social Responsibility Statement (CSR):

Your Directors state that the provisions of Section 135 of the Companies Act 2013 regarding the provisions for Corporate Social Responsibility is not applicable to the Company as the Company is not falling under the said parameters.

Disclosures:

Vigil Mechanism

The Vigil Mechanism of the Company which also incorporates a whistle blower policy in terms of the Listing Agreement includes an Ethics & Compliance Task Force comprising senior executives of the Company.

Protected disclosures can be made by a whistle blower through an e-mail or dedicated telephone line or a letter to the Task Force or to the Chairman of the Audit Committee. The Policy on vigil mechanism and whistle blower policy may be accessed on the Company's website.

Secretarial Standards

The Company has complied with the applicable `Secretarial Standards on Meetings of the Board of Directors - SS 1' and `Secretarial Standards on General Meetings - SS 2'.

Sexual Harassment

The Company has complied and constituted Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention Prohibition and Redressal) Act 2013 except for the appointment of Member in the Committee who is amongst NGO/associations. Further during the year under review there were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention Prohibition and Redressal) Act 2013.

General

Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review:

No material changes and commitments affecting the financial position of the Company occurred between the end of the financial year to which this financial statements relate on the date of this report.

The Company does not have any Risk Management Policy as the elements of risk threatening the Company's existence is very minimal.

3. No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Company's operations in future.

Acknowledgement

Your Directors take this opportunity to thank all employees of the Company for their hard work dedication and commitment and appreciate the co-operation received from the Bankers and other Government authorities during the year under review.

For and on behalf of the Board
Harish Doshi
Place: MumbaiChairman
Date: 2nd August 2019DIN No: 00873796

   

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