TO THE MEMBERS
The Directors have pleasure in presenting their 29th Annual Report andAudited Accounts for the year ended 31st March 2017.
|Financial Results || || |
[Rs. in Lacs]
|Particulars || |
Year ended 31.03.2017
Year ended 31.03.2016
|Gross Revenues ||5221.40 ||5723.65 |
|Profit / (Loss) before Interest Depreciation and Tax ||1003.51 ||1007.38 |
|Financial Expenses ||426.19 ||388.07 |
|Depreciation & Amortization ||549.33 ||544.05 |
|(Loss)/ Profit Before Tax ||27.99 ||74.77 |
|Taxation for the year ||5.80 ||15.62 |
|(Loss)/ Profit After Tax ||22.19 ||59.15 |
|Deferred Tax Adjustment ||12.36 ||53.96 |
|Net (Loss) Profit after Deferred Tax Adjustment ||9.83 ||5.19 |
|Profit/(Loss) brought forward from previous year ||271.89 ||266.70 |
|Balance carried forward ||281.72 ||271.89 |
Note: Previous year figures have been regrouped wherever considered necessary.
To conserve the resources your Directors do not recommend any Dividend for the yearunder review.
The total revenue of the Company during the year 2016-17 was Rs. 5221.40 Lacs ascompared to Rs. 5723.65
Lacs of previous fiscal year. The Cash Profit was Rs. 559.16 Lacs whereas net profitafter tax was Rs.9.83
Lacs during the year under review.
Products & Business
The Company's main business is "Food Service Disposables and food storage andpackaging". Your Company continue to be market leader and innovator in our field.Your company has more than 150 units of manufacturing and continues to focus on newproduct development and application. Your company is now focusing on international marketsas it is continuing to get very good response from overseas customers.
During the year the Company achieved an Export Turnover of Rs.1133.57 Lacs as comparedto Rs. 1091.98 Lacs in the previous year.
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 2017 theapplicable accounting standards have been followed and there are no material departuresfrom the same;
b) the Directors have selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the Company as at March 31 2017 and of the profit ofthe Company for the year ended on that date;
c) the Directors have taken proper and sufficientcare for the maintenance of adequateaccounting records in accordance with the provisions of the Act for safeguarding theassets 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 andthat 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 allapplicable laws and that such systems are adequate and operating effectively.
Directors and Key Managerial Personnel
Mr. Harish B Doshi (DIN: 00873796) the Director of the Company retires by rotation atthe ensuing Annual General Meeting and being eligible offers himself for re-appointment.The Board recommends his re-appointment.
Mrs. Pushpa Doshi was appointed as an Additional Director of the Company w.e.f. 7thOctober 2016. Further pursuant to Section 161 of the Companies Act 2013 Mrs. PushpaDoshi holds office upto the date of ensuing Annual General Meeting of the Company. TheCompany has received notice along with the deposit of requisite amount from the member ofthe Company for her appointment as Director of the Company.
Mrs. Smita Sanghavi meets the criteria of independence as provided in Section 149(6) ofthe Companies Act 2013 and the Board is in opinion to appoint her as IndependentDirector pursuant to Section 149 and 152 of the Companies Act 2013 at the forthcomingAnnual General Meeting for a term of consecutive five year.
Pursuant to section 149 and 152 of the Companies Act 2013 Mrs. Smita Sanghavi onbecoming Independent Director will not be liable to retire by rotation.
The term of Mr. Harish Doshi Whole time Director of the Company will expire on 31stMarch 2018. The Board of Directors at its meeting held on 12th August 2017and on the recommendation of the Nomination and Remuneration Committee has re-appointed MrHarish Doshi as a Whole time Director of the Company for a further period of 3 yearsw.e.f. 1st April 2018.
The Company has received declarations from all the Independent Directors of the Companyconfirming that they meet with the criteria of independence as prescribed both under theAct and Regulation 25 of the SEBI
(Listing Obligations and Disclosure Requirements) Regulation 2015.
Nomination and Remuneration Committee has laid down various criteria for performanceevaluation of Independent Directors which inter-alia includes preparedness andattendance at the meetings understanding of Company's operations and business andcontribution at Board Meetings.
The details of programmes for familiarisation of Independent Directors with theCompany their roles rights responsibilities in the Company nature of the industry inwhich the Company operates business model of the Company and related matters are put upon the website of the Company.
The following policies of the Company are put up on the website of the Company a)Policy for selection of Directors and determining Directors independence; and b)Remuneration Policy for Directors Key Managerial Personnel and other employees.
Meetings of the Board
The Board of Directors duly met Five times on 30th May 2016 12thAugust 2016 7th October2016 14th November 2016 and 3rdFebruary 2017.
The Nomination and Remuneration Committee has defined the evaluation criteria
Evaluation of the Board its Committees and individual Directors.
Pursuant to the provisions of the Companies Act 2013 and SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 the Board has carried out a formal annualevaluation of its own performance and that of its Committees and individual Directors.
The evaluation of each of the directors was done inter-alia on the basis of theiradvisory role and contribution in the decision making. Further the evaluation of theBoard as a whole and all the Committees of the Directors was done inter-alia on thebasis of the overall directions and guidance provided to the senior executives andsupervision over their performance
Internal Financial Controls
The Company has in place adequate internal financial controls with reference tofinancial statements. During the year such controls were tested and no reportablematerial weakness in the design or operation were observed.
The Audit Committee comprises of Independent Directors namely of Mr. Mehul Patel Mr.R. S. Maker and Mr. Hemant Bhuta. The Chairman of the Committee is Mr. Mehul Patel. Allthe recommendations made by the Audit Committee were accepted by the Board.
Nomination and Remuneration policy
On recommendation of Nomination and Remuneration Committee the Board of Directors atits Meeting held on Saturday 31st January 2015 has approved a RemunerationPolicy 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 andremuneration of Directors Key Managerial Personnel and Executives at Senior Managementlevel and recommend to the Board their appointment and also to formulate criteria forevaluation of performance of Independent Directors and the Board and to devise a policy onBoard diversity.
The Policy inter-alia includes criteria for determining qualifications positiveattributes independence of a director and expertise and experience required forappointment of Directors KMP and Senior Management.
The Nomination and Remuneration Policy is available on the Company's websitewww.biopacindia.com. The composition of the Committee comprises of three Non Executive Directors namely Mr. R. S. Maker Mr. Mehul Patel and Mr. Hemant Bhuta and oneExecutive Director Mr. Harish B. Doshi. The Chairman of the Committee is Mr. R. S. Maker.
The terms of office of M/s. Shah Shah & Shah as the Auditors of the Company willexpire at the conclusion of the ensuing Annual General Meeting of the Company and beingeligible offer themselves for re-appointment as Auditors of the Company. The Company hasreceived a certificate from the Auditors to the effect that their appointment if madewould be within the prescribed limits under Section 141 of the Companies Act 2013.
The members are requested to appoint the Auditors and authorize the Board to fix theirremuneration. The Audit Report does not contain any qualification reservation or adverseremark.
The Board had appointed Mr. Prashant Diwan Practicing Company Secretary to conductSecretarial Audit for the financial year 2016-17. The Secretarial Audit Report for thefinancial year ended March 31 2017 is annexed herewith marked as Annexure I tothis Report. The Secretarial Audit Report contain qualification with respect tonon-compliance of Section 203(1)(ii) and (iii) of the Companies Act 2013. However thereis no reservation or adverse remark.
As regards to the non compliance observed by Secretarial Auditor your Company is inprocess of appointing suitable candidate for the post of Company Secretary and CFO.
The Company has not accepted any Deposits from the Public during the financial year2016-2017.
Particulars of Loans given Investments made Guarantees given and Securities providedunder section 186 of the Companies Act 2013
There was no loans and guarantees given no investments made and no securities providedby the Company under Section 186 of the Companies Act 2013 during the year under reviewand 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 underSection 188 of the Companies Act 2013 during the year under review. However all relatedparty Transactions as required under Accounting Standards 18 have been reported in thenotes 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 foreignexchange earnings and outgo as required to be disclosed under the Act are provided in AnnexureII to this Report.
Extract of Annual Return
Extract of Annual Return of the Company is annexed herewith as Annexure III tothis Report.
Particulars of Employees and related disclosures
The particulars of employees required to be furnished pursuant to Section 197(12) ofthe Companies Act2013 read with sub-rules 2 and 3 of Rule 5 of the Companies (Appointmentand Remuneration of Managerial Personnel) Rules 2014 is annexed herewith as AnnexureIV to this Report. However as per the provisions of Section 136 of the Companies Act2013 read with sub-rules 2 and 3 of Rule 5 of the Companies (Appointment and Remunerationof Managerial Personnel) Rules 2014 the Annual Report excluding the statement ofparticulars of employees is being sent to all members of the Company. Any memberinterested in obtaining a copy of the said statement may write to the Compliance officerof the company at the Registered Office of the Company.
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 CorporateGovernance and Certificate from the Auditors of the Company is given in the Annexure Vwhich form part of the Directors' Report.
Management Discussions and Analysis
A brief note on Management Discussions and Analysis of the results for the year underreview is given in Annexure VI which forms part of the Directors' Report.
Corporate Responsibility Statement (CSR):
Your Directors state that the provisions of Section 135 of the Companies Act 2013regarding the provisions for Corporate Social Responsibility is not applicable to theCompany 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 interms of the Listing Agreement includes an Ethics & Compliance Task Force comprisingsenior executives of the Company. Protected disclosures can be made by a whistle blowerthrough an e-mail or dedicated telephone line or a letter to the Task Force or to theChairman of the Audit Committee. The Policy on vigil mechanism and whistle blower policymay be accessed on the Company's website.
Your Directors state that no disclosure or reporting is required in respect of thefollowing items as there were no transactions on these items during the year under review:
1. No materialchangesandcommitmentsaffectingthefinancialposition of the Companyoccurred between the end of the financial year to which this financial statements relateon the date of this report.
2. The Company does not have any Risk Management Policy as the elements of riskthreatening the Company's existence is very minimal. by the Regulators or Courts orTribunals which impact the 3. Nosignificant going concern status and Company's operationsin future.
4. Your Directors further state that during the year under review there were no casesfiled pursuant to the Sexual Harassment of Women at Workplace (Prevention Prohibition andRedressal) Act 2013.
Your Directors take this opportunity to thank all employees of the Company for theirhard work dedication and commitment and appreciate the co-operation received from theBankers and other Government authorities during the year under review.
| ||For and on behalf of the Board |
| ||Harish Doshi |
|Place: Mumbai ||Chairman |
|Date: 12th August 2017 ||DIN No: 00873796 |
Biopac India Corporation Limited
Survey No 38 Silvassa Khanvel Road Dapada Silvassa Dadra Nagar Haveli 396230
My report of even date is to be read along with this letter.
1. Maintenance of secretarial record is the responsibility of the management of thecompany. My responsibility is to express an opinion on these secretarial records based onmy audit.
2. I have followed the audit practices and processes as were appropriate to obtainreasonable assurance about the correctness of the contents of Secretarial records. Theverification was done on test basis to ensure that correct facts are reflected insecretarial records. I believe that the processes and practices I followed provide areasonable basis for my opinion.
3. I have not verified the correctness and appropriateness of financial records andbooks of Accounts of the company.
4. Where ever required I have obtained the Management representation letter about thecompliance of laws rules and regulations and happening of events etc.
5. The compliance of the provisions of Corporate Specific and other applicable lawsrules regulations standards is the responsibility of management. My examination waslimited to the verification of procedures on test basis.
6. The Secretarial Audit report is neither an assurance as to the future viability ofthe company nor of the efficacy or effectiveness with which the management has conductedthe affairs of the company.
Practising Company Secretary
FCS: 1403 CP: 1979
ANNEXURE -II Particular of Energy Conservation Technology Absorption and ForeignExchange Earnings and Outgo required under the Companies (Accounts of the Companies)Rules 2014.
In terms of Section 134 (3)(m) of the Companies Act 2013 and the Companies (Accountsof Companies) Rule 2014 your Directors furnish hereunder the additional informationwhich form part of the Directors' Report:
A. CONSERVATION OF ENERGY
General awareness is being brought about among the entire work force at Company's plantto reduce the consumption of energy in particular to avoid wastage.
|POWER AND FUEL CONSUMPTION ||CURRENT YEAR 31.03.2017 ||PREVIOUS YEAR 31.03.2016 |
|1. Electricity || || |
|a. Purchased || || |
|Unit (KWH) ||3761.86 ||3669.93 |
|Total Amount (Rs.) ||29530859 ||26397914 |
|Rate/KWH (Average) Rs. ||7850.07 ||7193.03 |
B. TECHNOLOGY ABSORPTION
The Company's manufacturing process is based on indigenous technology. The Company hasnot imported any technology during the year.
C. FOREIGN EXCHANGE EARNINGS AND OUTGO
Foreign Exchange Earning : Rs. 83915885/-
Foreign Exchange Outgo: Rs. 2147452/-
| ||For and on behalf of the Board |
| ||Harish Doshi |
|Place: Mumbai ||Chairman |
|Date: 12th August 2017 ||DIN No: 00873796 |
ANNEXURE IV' REMUNERATION DETAILS PURSUANT TO SECTION 197(12) OF THE COMPANIESACT 2013 READ WITH RULE 5 OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIALPERSONNEL) RULES 2014.
1. The ratio of the remuneration of each Director to the median remuneration ofthe employees of the
Company for the financial year 2016-2017:
|Sr. No. ||Name of Director ||Remuneration ||Median Remuneration of Employees ||Ratio |
|1 ||Harish Doshi ||8400000 ||102019 ||82.34 |
|2 ||Pankaj Doshi ||8400000 ||102019 ||82.34 |
2. Percentage increase in remuneration of each Director Chief FinancialOfficer Company Secretary in the financial year 2016-2017:
|Sr. No. ||Name ||Designation ||Percentage increase in remuneration |
|1 ||Harish Doshi ||Chairman and whole time Director ||NIL |
|2 ||Pankaj Doshi ||Managing Director ||NIL |
3. Percentage increase in the median remuneration of employees in the financialyear 2016-2017 is by
4. The number of permanent employees on the rolls of the Company as on 31st March2017 is 154.
5. The average increase in the salary of the employees other than the managerialpersonnel in FY 2016-17 is 13.12% and there is no change in the salary of managerialpersonnel. The increment given to each individual employee is based on the employees'potential experience as also their performance and contribution to the Company's progressover a period of time and also as per market trend. There are no employees of theCompany who received remuneration in excess of the highest paid Director during thefinancial year 2016-2017.
6. It is hereby affirmed that the remuneration paid during the year is as per theRemuneration Policy of the
| ||For and on behalf of the Board |
| ||Harish Doshi |
| ||Chairman |
| ||DIN No: 00873796 |
|Place: Mumbai || |
|Date: 12th August 2017 || |