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Hemo Organic Ltd.

BSE: 524590 Sector: Industrials
NSE: N.A. ISIN Code: INE422G01015
BSE 00:00 | 02 Aug 9.79 -0.51
(-4.95%)
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9.80

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NSE 05:30 | 01 Jan Hemo Organic Ltd
OPEN 9.80
PREVIOUS CLOSE 10.30
VOLUME 2479
52-Week high 17.50
52-Week low 9.79
P/E
Mkt Cap.(Rs cr) 3
Buy Price 0.00
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Sell Price 0.00
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OPEN 9.80
CLOSE 10.30
VOLUME 2479
52-Week high 17.50
52-Week low 9.79
P/E
Mkt Cap.(Rs cr) 3
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Hemo Organic Ltd. (HEMOORGANIC) - Director Report

Company director report

To

The Member(s)

The Board of Directors hereby submits the report of the business and operations of yourCompany (‘the Company' or ‘HEMO') along with the audited financial statementsfor the financial year ended March 31 2019.

1. FINANCIAL RESULTS:

(Amount in Rs.)
Particulars

Standalone

F.Y. 2018-19 F.Y. 2017-18
Revenue from operations 546200 868600
Other Income - 504
Total Income 546200 5984224
Operating expenditure before Finance cost depreciation and amortization 1746260 2348642
Earnings before Finance cost depreciation and amortization (EBITDA) (1200060) (1479538)
Less: Finance costs - -
Depreciation and amortization expense - -
Profit/(Loss) before tax (1200060) (1479538)
Less: Tax expense - -
Profit/(Loss) for the year (PAT) (1200060) (1479538)

2. OVERVIEW OF FINANCIAL PERFORMANCE:

During the year under review the Revenue from operations has decreased from Rs.868600 to Rs. 546200. Due to decrease in revenue from operations the Company couldnot generate profit this year. The loss after tax during the year 2018-19 is Rs. 1200060as compared to loss of Rs. 1479538 in the year 2017-18.

3. DIVIDEND

To conserve resources for future prospect and growth of the Company your Directorsregret to declare Dividend for the Financial Year 2018-19 (Previous year - Nil).

4. CHANGE IN NATURE OF BUSINESS:

There were no material changes in the nature of business of the Company during the yearunder review.

5. BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL:

Constitution of Board:

The Board of the Company comprises of five Directors out of which two is PromoterExecutive Director one is Non-Promoter NonExecutive Director and rest of the Directors isNon-Promoter Non-Executive Independent Directors. As on the date of this report the Boardcomprises following Directors;

Name of Director Category Cum

No. of CommitteeA

Designation Date of Appointment at current Term & designation Total Directorship in which Director is Members in which Director is Chairman No. of Shares held as on March 31 2019
Mr. Dineshbhai Shanabhai Patel Managing Director (Promoter) August 28 1992 1 1 536940 Equity Shares
Ms. Sonalben Patel Executive Director July 01 1994 1 1 - 47000 Equity Shares
Ms. Kinnariben Patel Non - Executive Director July 20 2006 1 - - -
Mr. Krushnakant Rameshbhai Patel Independent Director September 30 2006 1 2 - -
Mr. Pankaj Rameshbhai Patel Independent Director July 20 2006 1 1 1 -

A Committee includes Audit Committee and Shareholders' Grievances Committeeacross all Public Companies.

The composition of Board complies with the requirements of the Companies Act 2013(“The Act”). Further in pursuance of Regulation 15(2) of SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 (“ListingRegulations”) the Company is exempted from requirement of having composition ofBoard as per Listing Regulations.

None of the Directors of Board is a member of more than ten Committees or Chairman ofmore than five committees across all the Public companies in which they are Director. Thenecessary disclosures regarding Committee positions have been made by all the Directors.

Board Meetings:

Regular meetings of the Board are held at least once in a quarter. Additional Boardmeetings are convened to discuss and decide on various business policies strategies andother businesses.

During the year under review Board of Directors of the Company met 5 (Five) times vizMay 21 2018 May 29 2018 August14 2018 November14 2018 and February14 2019.The gapbetween two consecutive meetings was not more than one hundred and twenty days as providedin section 173 of the Act.

The details of attendance of each Director at the Board Meeting and Annual GeneralMeeting are given below;

Name of Director Mr. Dineshbhai Patel Ms. Sonalben Patel Ms. Kinnariben Patel Mr. Krushnakant Patel Mr. Pankaj Rameshbhai Patel
No. of Board Meeting held 5 5 5 5 5
No. of Board Meeting attended 5 5 5 5 5
Presence at the previous AGM Yes Yes Yes Yes Yes

Independent Directors:

In terms of Section 149 of the Companies Act 2013 and rules made there under theCompany has two Non-Promoter Independent Directors in line with the Companies Act 2013. Aseparate meeting of Independent Directors was held on February14 2019 to review theperformance of Non-Independent Directors and Board as whole and performance of Chairpersonof the Company including assessment of quality quantity and timeliness of flow ofinformation between Company management and Board. The terms and conditions of appointmentof Independent Directors and Code for Independent Director are incorporated on the websiteof the Company at www.hemoorganiclimited.com.

The Company has received necessary declaration from each independent director underSection 149 (7) of the Companies Act 2013 that they meet the criteria of independencelaid down in Section 149 (6) of the Companies Act 2013.

Information on Directorate:

In accordance with the provisions of the Articles of Association and Section 152 of theCompanies Act 2013 Ms. Sonal Patel retires by rotation at the ensuing annual generalmeeting. She being eligible has offered herself for re-appointment as being eligible tobe reappointed. The Board of Directors recommends her appointment on the Board.

The relevant details as required under Regulation 36 (3) of SEBI (Listing Obligationsand Disclosure Requirements) Regulations 2015 (“SEBI Listing Regulations”) ofthe person seeking appointment/ re-appointment as Director are also provided in Annexureto Items 2 of the Notice convening the Annual General Meeting.

None of the Director of the Company is serving as a Whole-Time Director in any ListedCompany and is holding position of Independent Director in more than 3 Listed Company andnone of the Director of the Company is holding position as Independent Director in morethan 7 Listed Company. Further none of the Directors of the Company is disqualified forbeing appointed as Director as specified in Section 164 (2) of the Companies Act 2013.

Key Managerial Personnel:

In accordance with Section 203 of the Companies Act 2013 the Company has Mr.Dineshbhai Patel who is acting as Managing Director of the Company.

Performance Evaluation:

The Board of Directors has carried out an annual evaluation of its own performanceboard committees and individual directors pursuant to the provisions of the Act.

> The performance of the board was evaluated by the board after seeking inputs fromall the directors on the basis of the criteria such as the board composition andstructure effectiveness of board processes information and functioning etc.

> The performance of the committees was evaluated by the board after seeking inputsfrom the committee members on the basis of the criteria such as the composition ofcommittees effectiveness of committee meetings etc.

> The board and the nomination and remuneration committee reviewed the performanceof the individual directors on the basis of the criteria such as the contribution of theindividual director to the board and committee meetings like preparedness on the issues tobe discussed meaningful and constructive contribution and inputs in meetings etc. Inaddition the chairman was also evaluated on the key aspects of his role.

Separate meeting of independent directors was held to evaluate the performance ofnon-independent directors performance of the board as a whole and performance of thechairman taking into account the views of executive directors and non-executivedirectors. The same was discussed in the board meeting that followed the meeting of theindependent directors at which the performance of the board its committees andindividual directors was also discussed. Performance evaluation of independent directorswas done by the entire board excluding the independent director being evaluated.

Directors' Responsibility Statement:

Pursuant to section 134(5) of the Companies Act 2013 the board of directors to thebest of their knowledge and ability confirm that:

a) In preparation of annual accounts for the year ended March 31 2019 the applicableaccounting standards have been followed and that no material departures have been madefrom the same;

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 the end of the financial year and ofthe profit or loss of the Company for that year;

c) The Directors had taken proper and sufficient care 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 Directors had prepared the annual accounts for the year ended March 31 2019 ongoing concern basis.

e) The Directors had laid down the internal financial controls to be followed by theCompany and that such Internal Financial Controls are adequate and were operatingeffectively; and

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.

COMMITTEES OF BOARD:

The Board of Directors in line with the requirement of the act and listingregulations has formed various committees details of which are given hereunder.

A. Audit Committee:

The Company has formed audit committee in line with the provisions Section 177 of theCompanies Act 2013. The Audit Committee met 4 (Four) times during the financial year2018-19 on May 29 2018 August 14 2018 November 14 2018 and February 14 2019.

The composition of the Committee and the details of meetings attended by its membersare given below:

Name of Members Designation

Number of meetings during the financial year 2018-19

Held Attended
Mr. Pankaj R.Patel Chairman 4 4
Mrs. Sonal D. Patel Member 4 4
Mr. Krushankant R. Patel Member 4 4

The Statutory Auditors of the Company are invited in the meeting of the Committeewherever requires. Recommendations of Audit Committee have been accepted by the Board ofwherever/whenever given.

Vigil Mechanism:

The Company has established a vigil mechanism and accordingly framed a Whistle BlowerPolicy. The policy enables the employees to report to the management instances ofunethical behavior actual or suspected fraud or violation of Company's Code of Conduct.Further the mechanism adopted by the Company encourages the Whistle Blower to reportgenuine concerns or grievances and provide for adequate safe guards against victimizationof the Whistle Blower who avails of such mechanism and also provides for direct access tothe Chairman of the Audit Committee in exceptional cases. The functioning of vigilmechanism is reviewed by the Audit Committee from time to time. None of the Whistleblowers has been denied access to the Audit Committee of the Board. The Whistle BlowerPolicy of the Company is available on the website of the Company atwww.hemoorganiclimited.com.

B. Nomination and Remuneration Committee:

The Company has formed Nomination and Remuneration committee in line with theprovisions Section 178 of the Companies Act 2013. Nomination and Remuneration Committeemeetings are generally held for identifying the person who is qualified to becomeDirectors and may be appointed in senior management and recommending their appointmentsand removal. During the year under review Nomination and Remuneration Committee met 1(One) time on February 14 2019.

The composition of the Committee and the details of meetings attended by its membersare given below:

Name of Members Designation Held Attended
Mr. Krushankant R. Patel Chairman 1 1
Mr. Pankaj R.Patel Member 1 1
Mrs. Sonal D. Patel Member 1 1

Nomination and Remuneration Policy:

Nomination and Remuneration Policy in the Company is designed to create a highperformance culture. It enables the Company to attract motivated and retained manpower incompetitive market and to harmonize the aspirations of human resources consistent withthe goals of the Company. The Company pays remuneration by way of salary benefitsperquisites and allowances to its Managing Director and the Executive Directors.

Key points of the Nomination and Remuneration Policy are;

a. Policy on Appointment of Directors Key Managerial Personnel and Senior ManagementPersonnel:

> The policy is formulated to identify and ascertain the integrity qualificationexpertise and experience of the person for appointment as Director Key ManagerialPersonnel and Senior Management personnel and recommend to the Board for his / herappointment.

> A person should possess adequate qualification expertise and experience for theposition he/ she is considered for appointment.

> In case of appointment of Independent Director the Committee shall satisfy itselfwith regard to the independent nature of the Director vis-a-vis the Company so as toenable the Board to discharge its function and duties effectively.

b. Policy on remuneration of Director KMP and Senior Management Personnel:

The Company's remuneration policy is driven by the success and performance of DirectorKMP and Senior Management Personnel vis-a-vis the Company. The Company's philosophy is toalign them with adequate compensation so that the compensation is used as a strategic toolthat helps us to attract retain and motivate highly talented individuals who arecommitted to the core value of the Company. The Company follows mixed of fixed paybenefits and performance based variable pay. The Company pays remuneration by way ofsalary benefits perquisites and allowance. The remuneration and sitting fees paid by theCompany are within the salary scale approved by the Board and Shareholders.

The Nomination and Remuneration Policy as adopted by the Board of Directors is placedon the website of the Company at www.hemoorganiclimited.com.

Remuneration of Directors:

The details of remunerations disclosed during the financial year 2018-19 is provided inForm MGT-9 which is the part of this report.

C. Stakeholders' Grievances and Relationship Committee:

The Company has constituted Stakeholder's Grievance & Relationship Committee mainlyto focus on the redressal of Shareholders' / Investors' Grievances if any like Transfer/ Transmission / Demat of Shares; Loss of Share Certificates; Non-receipt of AnnualReport; Dividend Warrants; etc. During the year under review Stakeholder's Grievance& Relationship Committee met 4 (Four) times on May 29 2018 August 14 2018 Novemberl4 2018 and February 14 2019.

The composition of the Committee and the details of meetings attended by its membersare given below:

Name of Members Designation

Number of meetings during the financial year 2018-19

Held Attended
Mr. Dinesh S. Patel Chairman 4 4
Mr. Krushankant R. Patel Member 4 4
Mr. Pankaj R.Patel Member 4 4

During the financial year 2018-19 the Company has not received any complaint frominvestor. Further there was no complaint pending for resolved at the end of financialyear 2018-19.

6. PUBLIC DEPOSIT:

The Company has not accepted any deposits from Shareholders and Public falling withinthe ambit of Section 73 of the Companies Act 2013 and the Companies (Acceptance ofDeposits) Rules 2014. There were no deposits which were claimed and remained unpaid bythe Company as on March 312019.

7. SHARE CAPITAL:

The Paid up Equity Share Capital as at March 31 2019 stood at Rs.34659000. Duringthe year under review the Company has not issued any Share Capital.

8. PARTICULARS OF LOANS GUARANTEES INVESTMENTS & SECURITY:

Details of Loans Guarantees and Investments covered under the provisions of Section186 of the Companies Act 2013 are given in the notes to the Financial Statement.

9. TRANSACTIONS WITH RELATED PARTIES:

During the financial year 2018-19 the Company has a few transactions with relatedparties as defined under Section 2(76) of the Companies Act 2013 hence the disclosure tothat effect has been provided by way of Annexure A to this report.

10. INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY:

The details on Internal Financial Control and their adequacy are provided in ManagementDiscussion and Analysis Report.

11. MATERIAL CHANGES AND COMMITMENT:

There has been no material changes occurred subsequent to the close of the financialyear of the Company to which the balance sheet relates and the date of the report.

12. DISCLOSURE OF REMUNERATION:

The information required under section 197 of the Act read with rule 5 of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 are given as anAnnexure B.

13. EXTRACT OF ANNUAL RETURN:

As provided under section 92(3) of the Act the extract of annual return is given inAnnexure C in the prescribed Form MGT-9 which forms part of this report.

14. SEXUAL HARASSMENT OF WOMEN AT WORKPLACE:

To foster a positive workplace environment free from harassment of any nature we haveinstitutionalized the Anti-Sexual Harassment Initiative (ASHI) framework through which weaddress complaints of sexual harassment at the all workplaces of the Company. Our policyassures discretion and guarantees non-retaliation to complainants. We follow agender-neutral approach in handling complaints of sexual harassment and we are compliantwith the law of the land where we operate.

During the year under review there were no incidences of sexual harassment reported.

15. RISK MANAGEMENT:

A well-defined risk management mechanism covering the risk mapping and trend analysisrisk exposure potential impact and risk mitigation process is in place. The objective ofthe mechanism is to minimize the impact of risks identified and taking advance actions tomitigate it. The mechanism works on the principles of probability of occurrence andimpact if triggered. A detailed exercise is being carried out to identify evaluatemonitor and manage both business and non-business risks.

16. ENERGY CONSERVATION TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

There was no energy conservation technology absorption and foreign exchange earningsand outgo.

17. CORPORATE GOVERNANCE:

Your Company strives to incorporate the appropriate standards for corporate governance.However pursuant to Regulation 15(2) of SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 the Company is not required to mandatorily comply with theprovisions of certain regulations of the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 and therefore the Company has not provided a separatereport on Corporate Governance although few of the information are provided in thisreport of Directors under relevant heading.

18. MANAGEMENT DISCUSSION AND ANALYSIS:

Management Discussion and Analysis Report for the year under review as stipulatedunder Schedule V of the Listing Regulations is presented in a separate section formingpart of this Annual Report.

19. STATUTORY AUDITOR & THEIR REPORT:

M/s. M A A K & Associates Chartered Accountants (FRN: 135024W)were appointed asStatutory Auditors of your Company at the 25thAnnual General Meeting held onSeptember 30 2017 for a term till the conclusion of 30thAnnual GeneralMeeting to be held in the calendar year 2022 subject to ratification of appointment atevery subsequent annual general meeting.

The Report given by the Auditors on the financial statement of the Company is a part ofthis Annual Report. There has been no qualification reservation adverse remark ordisclaimer given by the Auditors in their Report.

20. REPORTING OF FRAUD:

The Auditors of the Company have not reported any fraud as specified under Section143(12) of the Companies Act 2013.

21. SECRETARIAL AUDITOR & THEIR REPORT:

The Company has appointed Mrs Ankita Patel Practicing Company Secretaries to conductthe secretarial audit of the Company for the financial year 2018-19 as required underSection 204 of the Companies Act 2013 and Rules there under. The Secretarial Audit Reportfor the financial year 2018-19 is annexed to this report as an Annexure D.

The Secretarial Audit Report contains that the Company has not complied with

-The provisions of section 203 of the Companies Act 2013 with respect to Appointmentof Company Secretary and Chief Financial Officer during the year under review.

In Explanation of such Comment mentioned in the Secretarial Audit Report the Board ofDirectors state that:

-The Company is in the process of Appointing a suitable Chief Executive Officer/ChiefFinancial Officer and Company Secretary for the Company.

22. GENERAL DISCLOSURE:

Your Directors state that the Company has made disclosures in this report for the itemsprescribed in section 134 (3) of the Act and Rule 8 of The Companies (Accounts) Rules2014 and other applicable provisions of the act and listing regulations to the extent thetransactions took place on those items during the year. Your Directors further state thatno disclosure or reporting is required in respect of the following items as there were notransactions on these items during the year under review;

i. Details relating to deposits covered under Chapter V of the Act;

ii. Issue of Equity Shares with differential rights as to dividend voting orotherwise;

iii. Issue of shares (including sweat equity shares) to employees of the Company underany scheme save and ESOS;

iv. Annual Report and other compliances on Corporate Social Responsibility;

v. There is no revision in the Board Report or Financial Statement;

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

vii. Information on subsidiary associate and joint venture companies.

23. ACKNOWLEDGEMENT:

Your Directors wish to place on record their sincere appreciation for significantcontributions made by the employees at all levels through their dedication hard work andcommitment enabling the Company to achieve good performance during the year under review.

Your Directors also take this opportunity to place on record the valuable co-operationand support extended by the banks government business associates and the shareholdersfor their continued confidence reposed in the Company and look forward to having the samesupport in all future endeavors.

Registered Office By order of the Board of Directors
8-A Gulnar Chinar Gulnar Appartment V.V. Nagar For Hemo Organic Limited
Road
Anand - 388 001 Gujarat
Place: Anand
Date: September 04 2019 Dr. Dinesh Patel
Chairman and Managing Director
DIN: 00481641