Your directors are pleased to present their report along with the Audited accounts forthe year ended 31-03-2019
Rs. In Lakhs
|Particulars ||2018-2019 ||2017-2018 |
|Income ||356.34 ||103.11 |
|Other Income ||0.06 ||9.22 |
|Operating Profit (PBDIT) ||12.44 ||(226.15) |
|Interest ||0.14 ||0.01 |
|Cash Profit/Loss ||12.30 ||(226.16) |
|Depreciation and Amortization ||1.07 ||0.96 |
|Profit before Exceptional Item ||11.23 ||(227.12) |
|Exceptional Item ||0.00 ||0.00 |
|Profit after Exceptional Item ||11.23 ||(227.12) |
|Provision for Taxation || || |
|i) Current Year ||0.00 ||0.00 |
|ii) Deferred Taxation ||(0.23) ||(0.40) |
|Net Profit/Loss before Extraordinary Item ||11.00 ||(227.52) |
|Extraordinary Item ||0.00 ||0.00 |
|Profit after Extraordinary Item ||11.00 ||(227.52) |
Note: Previous year figures have been regrouped wherever necessary.
During the financial year the company sales revenue is Rs. 356.34 lakhs as against Rs.103.11 lakhs. An increase of 345.59% is recorded as compared to previous year. TheManagement is expecting to get good results in the coming years also.
Mrs. J. Uma Director retiring by rotation and being eligible offers herself forreappointment.
The Board place on record its appreciation for the services rendered by Mr. K.Ramachandra Raju and M. Satyanarayna Raju who worked as independent Directors andretiring on30/09/2019.
The Directors recommend Mr. B.R. Rao Mr. K. Ramachadra Raju and Mr. Satyanarayana Rajuwas also recommended as Independent Directors for the second term.
Directors Responsibility Statement:
Pursuant to Section 134 of the Companies Act 2013 with respect to the Directors'Responsibility Statement the Board of Directors of the Company hereby confirms:
In the participation of Annual Accounts the applicable accounting standards havebeen followed and that there have been no material departures.
The Directors had selected such accounting policies and applied themconsistently and made judgments and estimates that are reasonable and prudent so as togive a true and fair view of the state of affairs of the Company as at March 31 2019.
The Directors had taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of the Companies Act 2013for safeguarding the assets of the Company and for preventing and detecting fraud andother irregularities.
The Directors had prepared the Annual accounts on a going concern basis and
The Directors had laid down internal financial controls to be followed by thecompany and that such internal financial controls are adequate and were operatingeffectively The Directors had devised proper systems to ensure compliance with theprovisions of all applicable laws and that such systems were adequate and operatingeffectively.
The Company's Internal Auditors have conducted periodic audit to providereasonable assurance that the Company's established policies and procedures have beenfollowed. The Audit Committee of the Board meets once in a quarter with Internal Auditorsto review internal control and financial reporting issues.
Nomination and Remuneration Committee:
The Nomination and Remuneration Committee consists of the following Directors namelyMr.B.R.Rao Chairperson Mr.K.Ramachandra Raju Member and Mr.M.Satyanarayana Raju Member.
Brief description of terms of reference:
Identifying persons who are qualified to become directors and who may be appointed insenior management in accordance with the criteria laid down and recommend to the Board fortheir appointment and removal;
Carry on the evaluation of every director's performance; Formulation of the criteriafor determining qualifications positive attributes and independence of a director;
Recommend to the Board a policy relating to the remuneration of the directors keymanagerial personnel and other employees;
Formulation of criteria for evaluation of independent Directors and the Board;
Devising a policy on Board diversity; and
Any other matter as the Board may decide from time to time.
Nomination and Remuneration policy
The objective of the Policy-
To lay down criteria and terms and conditions with regard to identifying persons whoare qualified to become Directors (Executive and Non-Executive) and persons who may beappointed in Senior Management and Key Managerial positions and to determine theirremuneration.
To determine remuneration based on the Company's size and financial positions andtrends and practices on remuneration prevailing in peer companies.
To carry evaluation of the performance of Directors
To provide them rewards linked directly to their effort performance dedication andachievement relating to the Company's operations.
To retain motivate and promote talent and to ensure long term sustainability oftalented managerial persons and to create competitive advantage.
Particulars of Loans Guarantees & Investments under Section 186:
The company has neither issued any Loans Guarantees nor made any investments duringthe Financial Year.
Particulars of Contracts or Arrangements with Related Parties Referred to Sec. 188(1):
The Company has not entered into any contracts or arrangements with related partiesreferred pursuant to section 188(1) during the Financial Year except the loan taken by theCompany to the extent of Rs. 336.60 Lakhs from Directors and Companies in which Directorsare interested.
Extract Of Annual Return:
The Extract of Annual Return is prepared in Form MGT-9 as per the provisions of theCompanies Act 2013 and Rule 12 of the Companies (Management and Administration) Rules2014 and the same is enclosed as Annexure - A to this report.
Disclosure by Independent Director
The Independent Directors have submitted the declaration of independence as requiredpursuant Sec. 152(4) of the Companies Act 2013 stating that they meet the criteria ofindependence as provided in Sec. 149(6).
The conservation of energy technology absorption foreign exchange earnings and outgo.
Information with respect to the conservation of energy technology absorption foreignexchange earnings and outgo pursuant to provisions of Sec. 134(3)(m) of the Companies Act2013 read with the Companies (Accounts) Rules 2014 is prepared and annexed as Annexure-B to this report.
At the Annual General Meeting held on 29th September 2018 M/s C RAMACHANDRAM & Co.Chartered Accountants Hyderabad (Firm Reg.No.002864S) were appointed as statutoryAuditors of the Company to hold office till the conclusion of the Annual General Meetingto be held in the calendar year 2022.
Composition Audit Committee included in Corporate Governance report.
A separate report on Corporate Governance is annexed as part of the Annual Report alongwith the Auditor's Certificate on its compliance as Annexure - C.
The Board of Directors have adopted whistle Blower policy. The Whistle Blower policyaims for conducting the affairs in the fair and transparent manner by adopting higheststandards of professionalism honest integrity and ethical behavior. All permanentemployees of the Company are covered under the Whistle Blower Policy.
A mechanism has been established for employees to report concerns about unethicalbehavior actual or suspected fraud or violation of Code of Conduct and Ethics. It alsoprovides for adequate safeguards against the victimization of employees who avail of themechanism and allows direct access to the chairperson of the audit committee inexceptional cases.
The company has appointed Mrs. KAMALA KUMAR TAMADA a qualified company secretary asrequired under section 203 of the Companies Act 2013 and also as per the Regulation 6 ofLODR regulations 2015 to act as Company Secretary cum Compliance officer of the companywith effect from 01/11/2018.
Secretarial Audit Report:
As per the provisions of Section 204 of the Companies Act 2013 the Board of Directorshave appointed Sri..V.B.S.S.Prasad Practicing Company Secretary (C.P. No: 4605) asSecretarial Auditor to conduct Secretarial Audit of the Company for the Financial yearended on 31st March 2019 Secretarial Audit Report issued by Mr. V B S S PrasadPracticing Company Secretary in form MR-3 is enclosed as Annexure - D to thisAnnual Report.
There are no qualifications in Secretarial Audit Report.
Particulars of Employees:
No employee of the company is in receipt of remuneration in the financial year inexcess of the limits specified and whose particulars are required to be disclosed pursuantto Rule 5 of Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014.
Change in Nature of Business:
There is no change in the Company's nature of business during the financial year endingMarch 31st 2019.
Significant and Material Orders Passed By Regulators:
No such orders have been received.
Material Changes and Commitments:
There are no Material changes and commitments in the business operations of the Companyfrom the Financial Year ended 31st March 2019 to the date of signing of the Director'sReport.
The board wishes to place its deep sense of gratitude to all the employees for theirvaluable co-operation and contribution. The board also thanks all Government/statutoryorganizations for their support extended to the company. During the Financial year ended31st march 2019 the company has not received any Complaints pertaining toSexual Harassment.
The board is also grateful to Banks and all those associated with the company for theirco-operation and help.
| ||For and on behalf of the Board |
| ||For Hindustan Bio Sciences Limited |
|Place : Hyderabad ||J.V.R.Mohan Raju |
|Date : 31-07-2019 ||Chairman |