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HPC Biosciences Ltd.

BSE: 535217 Sector: Others
NSE: N.A. ISIN Code: INE507O01025
BSE 00:00 | 08 Jul HPC Biosciences Ltd
NSE 05:30 | 01 Jan HPC Biosciences Ltd
OPEN 27.45
PREVIOUS CLOSE 27.45
VOLUME 189000
52-Week high 31.45
52-Week low 27.45
P/E 915.00
Mkt Cap.(Rs cr) 438
Buy Price 0.00
Buy Qty 0.00
Sell Price 27.45
Sell Qty 51000.00
OPEN 27.45
CLOSE 27.45
VOLUME 189000
52-Week high 31.45
52-Week low 27.45
P/E 915.00
Mkt Cap.(Rs cr) 438
Buy Price 0.00
Buy Qty 0.00
Sell Price 27.45
Sell Qty 51000.00

HPC Biosciences Ltd. (HPCBIOSCI) - Director Report

Company director report

To The Members

Your Directors have pleasure in presenting their 16th Annual Report on thebusiness and operations of the Company and the accounts for the Financial Year ended March31 2018.

FINANCIAL RESULTS

The standalone performance of the Company for the financial Year 2017-18 & 2016-17is summarized as below.

(Amount in Lacs)

Particulars

2017-18

2016-17

Total Income 20826405.00 24442190.00
Total Expenditure 18511156.61 18789866.26
Profit before Tax 2315248.39 5652323.74
Less: Tax Expenses 362865.55 574908.00
Profit After Tax 1969069.94 5077415.74

FINANCIAL PERFORMANCE

During the year under review Your Company has recorded a total income of Rs.20826405.00 /- against Rs. 24442190.00/- in the previous year. Profit after taxationfor the financial year ended on 31st March 2018 is Rs. 1969069.94/- againstRs. 5077415.74/- in the previous year.

RESERVES & SURPLUS

The Reserves and Surplus is Rs. 148302323.16/- as on the end of the Current year andthe Profit of the Current year Rs. 146333253.22 /- has been transferred to Reserve andSurplus.

DIVIDEND

In order to conserve the resources of the Company Your Board has not recommended anddeclared any dividend during the period under review.

CHANGE IN THE NATURE OF BUSINESS IF ANY

There were no changes in the nature of business have taken place so as to materiallyaffect the financial position of the Company during the period under review.

DEPOSITS

The Company has not accepted deposit from the public falling within the ambit ofSection 73 of the Companies Act 2013 and The Companies (Acceptance of Deposits) Rules2014. No amount of principal or interest was outstanding as on the date of Balance Sheet.

FAMILIARIZATION PROGRAMME

The Company at its various meetings held during the Financial year 2017-18 hadfamiliarize the Independent Directors with regard to the roles rights responsibilitiesin the Company nature of the industry in which the Company operates the Business modelsof the Company etc. The Independent Directors have been provided with necessary documentsreports and internal policies to familiarize then with the Company's policies proceduresand practices.

Periodic presentations are made to the Board and Board Committee meeting on Businessand performance updates of the Company Business strategy and risks involved.

Quarterly updates on relevant statutory changes and judicial pronouncements andencompassing important amendments are briefed to the Directors.

STATUTORY AUDITORS

The Board has recommended to the shareholders ratification of appointment of M/S.SINGH R. K. & ASSOCIATES Chartered Accountants FRN 027247N Chartered Accountants asthe statutory auditors of the company form the conclusion of Annual General Meeting untilthe conclusion of next Annual General Meeting of the company. The Auditors have furnisheda declaration confirming their independence as well as their arm's length relationshipwith the Company as well as their eligibility for appointment as Statutory Auditors of theCompany under the relevant provisions of Section 139 of the Companies Act 2013 read withsuch other rules and other statutory laws as may be applicable. The said appointment issubject to ratification by the members at every Annual General Meeting.

AUDITORS' REPORT

The Notes on Financial Statements referred to in the Auditors' Report areself-explanatory and therefore in the opinion of the Directors do not call for furthercomments.

EXTRACT OF THE ANNUAL RETURN

Pursuant to the provisions of Sect ion 134 (3) (a) of the Companies Act 2013 Extractof the Annual Return for the financial year ended 31st March 2018 made under theprovisions of Sect ion 92 (3) of the Act in Form MGT -9 is annexed herewith as anAnnexure.

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The particulars as required under the provisions of Section 314(3)(m) of the CompaniesAct 2013 read with Rule 8(3) of The Companies (Accounts) Rules 2014 in respect ofConservation of Energy and Technology Absorption have not been furnished considering thenature of activities undertaken by the Company during the year under review.

There was no foreign exchange earning & outgo during the financial year underreview.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

During the year under review the Company is not required to comply with the provisionsrelated to Corporate Social Responsibility on the basis of its financial statement.

DIRECTORS:

Changes in Directors & Key Managerial Personnel

During the year under review Mr. Kishori Prasad Sharma was appointed as an AdditionalDirector on 13.03.2018 in place of Mr. Virender Khanna who has been resigned from thedirectorship of the company w.e.f 13.03.2018.

Declaration by an Independent Director

All Independent Directors have given declaration that they meet the criteria ofindependence as laid down under Section 149(6) of the Companies Act and ListingAgreement.

FORMAL ANNUAL EVALUATION

Pursuant to the provisions of companies Act 2013 the Board has carried out annualperformance evaluation of its own performance the directors individually as well theevaluation of the working of its Audit Nomination & Remuneration and Stakeholdercommittee. The manner in which the evaluation has been carried out has been explained inCorporate Governance Report.

NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS

The Meetings of the Board are generally held at the Registered Office of the Companyand also if necessary in locations where the Company operates.

During the year under review 4 Board Meetings were held on 27/05/2017 30/08/201710/11/2017 and 13/03/2018

AUDIT COMMITTEE

During the year under review 4 Audit Committee Meetings were held on 27/05/201730/08/2017 10/11/2017 and 13/03/2018

Name of Member

Designation

Category

Mr. Tarun Chauhan Member Executive Director
Ms. Mumtaj Member Independent Director
*Mr. Virender Khanna Member Independent Director
*Mr. Kishori Prasad Gupta Chairman Independent Director

*Mr. Kishori Prasad Sharma was appointed as an Additional Director on 13.03.2018 inplace of Mr. Virender Khanna who has been resigned from the directorship of the companyw.e.f 13.03.2018.

NOMINATION & REMUNERATION COMMITTEE

The Company has duly constituted Nomination and Remuneration Committee to align withthe requirements prescribed under the provisions of the Companies Act 2013.

During the year under review 4 Nomination and Remuneration Committee Meetings wereheld on 27/05/2017 30/08/2017 10/11/2017 and 13/03/2018

The details of the Composition of the Nomination and Remuneration Committee are givenbelow:

Name of Member

Designation

Category

Mr. Madhu Anand Member Non-Independent Non Executive Director
Ms. Mumtaj Member Independent Director
*Mr. Virender Khanna Member Independent Director
*Mr. Kishori Prasad Gupta Chairman Independent Director

*Mr. Kishori Prasad Sharma was appointed as an Additional Director on 13.03.2018 inplace of Mr. Virender Khanna who has been resigned from the directorship of the companyw.e.f 13.03.2018.

STAKEHOLDERS RELATIONSHIP COMMITTEE

The Company has duly constituted Stakeholders Relationship Committee to align with therequirements prescribed under the provisions of the Companies Act 2013.

During the year under review 4 Stakeholders Relationship Committee Meetings were heldon 27/05/2017 30/08/2017 10/11/2017 and 13/03/2018

The details of the Composition of the Stakeholders Relationship Committee are givenbelow:

Name of Member

Designation

Category

Mr. Madhu Anand Member Non-Independent Non Executive Director
Ms. Mumtaj Member Independent Director
*Mr. Virender Khanna Member Independent Director
*Mr. Kishori Prasad Gupta Chairman Independent Director

*Mr. Kishori Prasad Sharma was appointed as an Additional Director on 13.03.2018 inplace of Mr. Virender Khanna who has been resigned from the directorship of the companyw.e.f 13.03.2018

DETAILS OF ESTABLISHMENT OF VIGIL MECHANISM FOR DIRECTORS ANDEMPLOYEES

During the year as per Section 177(9) read with Rule 7(1) of The Companies (Meeting ofBoard and its Powers) Rules 2014 Company is required to establish a Vigil Mechanism forits Directors and employees. In order to ensure that the activities of the Company and itsemployees are conducted in a fair and transparent manner by adoption of highest standardsof professionalism honesty integrity and ethical behavior the company has adopted avigil mechanism policy. This policy is explained in corporate governance report and alsoposted on the website of company.

PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS UNDER SECTION 186

During the year Company has not provided Loans Guarantees and Investments coveredunder the provisions of Section 186 of the Companies Act 2013.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

The Company has no material significant transactions with its related parties which mayhave a potential conflict with the interest of the Company at large. The details oftransactions with the Company and related parties are given for information under notes toAccounts.

MANAGERIAL REMUNERATION:

Provision relating to Managerial Remuneration as per Section 197 read with Rule 5 ofThe Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 The Boardhas on the recommendation of the Nomination & Remuneration Committee framed a Policyfor Selection and appointment of Directors senior management and their Remuneration. TheRemuneration Policy is stated in the Corporate Governance Report.

SECRETARIAL AUDIT REPORT

Provisions relating to Secretarial Audit as per Section 204 read with Rule 9 of TheCompanies

(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Company hasappointed M/s PRIYANKA G & ASSOCIATES Company Secretaries (Certificate of PracticeNo. 18038) to undertake the Secretarial audit of the Company for the Financial Year2017-18 and the report is attached herewith. The Secretarial Auditor Report provided Bythe Secretarial Auditor in Form MR-3 has been enclosed as Annexure. The SecretarialAuditor Report is self explanatory and their Observation along with ManagementRepresentations is as followed:-

Observation in Secretarial Auditor Report Management Representation
1 The Company has not appointed Company Secretary and Chief Financial Officer under Section 203 of the Companies Act 2013 read with Rule 8 of the Companies (Appointment of and Remuneration of Managerial Personnel) Rules 2014. The Company is searching suitable candidates for respective posts to comply with provisions of Section 203 of the Companies Act 2013.
2 The Company has not appointed an Internal Auditor under Section 138 of the Companies Act 2013 read with Rule 13 of the Companies (Accounts) Rules 2014. The Company is searching suitable candidates for respective posts to comply with provisions of Section 203 of the Companies Act 2013.
3 During the period under review there are some instances where the Company has filed delay intimations/Compliances to the Bombay Stock Exchange and Registrar of Companies NCT of Delhi & Haryana. Due to some unavoidable circumstances Company has filed delayed in intimations/Compliances. The Management of the Company is believes in timely and proper compliance with true letter and spirit hence assure to proper and timely comply with all the statutory provisions.
4 The company has not complied with the Regulation 44(3) of SEBI (LODR) Reg. 2015 in respect of filing of voting results of the AGM held for the F.Y. 2017. The Company had submit the outcome of AGM in order to comply the requirement of SEBI (LORD) Regulations 2015 however as far as concerned with voting result filing with BSE Limited the company will comply with the requirement in future

DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THEFINANCIAL STATEMENTS

The Company has a formal system of internal control testing which examines both thedesign effectiveness and operational effectiveness to ensure reliability of financial andoperational information and all statutory / regulatory compliances. The Company has astrong monitoring and reporting process resulting in financial discipline andaccountability.

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 Companies Act 2013 the Board members were informedabout risk assessment and minimization procedures after which the Board formally adoptedsteps for framing implementing 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 environment strategies for mitigating inherentrisks in accomplishing the growth plans of the Company are imperative. The common risksinter alia are: Regulations competition Business risk Technology obsolescenceInvestments retention of talent and expansion of facilities. Business risk inter-aliafurther includes financial risk political risk fidelity risk legal risk. As a matter ofpolicy these risks are assessed and steps as appropriate are taken to mitigate the same.

PARTICULARS OF EMPLOYEES AND OTHER DISCLOSURE

The prescribed particulars of Employees required under Section 197(12) of the CompaniesAct 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 is annexed herewith as Annexure to this Report. The informationrequired pursuant to Section 197(12) read with Rule 5(2) of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 in respect of Employees of the Companywill be provided on request. In terms of Section 136 of the Act the reports and accountsare being sent to the members and others entitled thereto excluding the information onemployees particulars mentioned in rule 5(2) of the said rule which is available forinspection by the Members at the Registered Office of the Company during the businesshours on working days of the Company upto the date of ensuing Annual General Meeting. Ifany Member is interest in inspecting the same such Member may write to the Complianceofficer in advance.

DETAILS PER TAINING TO REMUNERATION AS REQUIRED UNDER SECTION 197(12) OF THE COMPANIESACT 2013 READ WITH RULE 5(1) OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIALPERSONNEL) RULES 2014

Name of Director / KMP and Designation

Remuneration of Director/ KMP for FY 2017-18 (In Rs.)

% increase in Remuneratio n inFY 2017- 18**

Ratio of Remuneration of Director to Median Remuneration of employees

Ratio of Remuneration of Director to Median Remuneration of Employees

Mr. Tarun Chauhan 336000.00 Nil Nil Nil

 

The number of permanent employees as on 31st March 2018 was 3

Average of remuneration of employees excluding KMPs Nil

No employee's remuneration for the year 2017-18 exceeded the remuneration of any ofDirector.

Company's performance has been provided in the Directors' Report which forms part ofthe Board

Report.

The key parameter for the variable component of key managerial personnel(s) is linkedwith Company performance and Individual performance. The remuneration of Directors KMPsand other employees is in accordance with the Remuneration Policy of the Company.

STATEMENT CONTAINING THE PARTICULARS OF EMPLOYEES IN ACCORDANCE WITH SECTION 197 OF THECOMPANIES ACT 2013 READ WITH RULE 5 OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF

MANAGERIAL PERSONNEL) RULES 2014 AND FORMING PART OF DIRECTORS' REPORT FOR THEFINANCIAL YEAR ENDED MARCH 31 2018 NOT APPLICABLE

NAME OF THE COMPANIES WHICH HAVE BEEN BECOME OR CEASED TO BE ITS SUBSIDIARIES ANDASSOCIATE COMPANIES DURING THE YEAR

Since no Company has became or ceased as subsidiarie or Associate during the year underreview hence provision of section 129 of the Companies Act 2013 is not applicable.

STATE OF COMPANY AFFAIRS:

The Company is complying with all the applicable laws and provisions and there is noadverse action against the business operations of the Company.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITIONAND REDRESSAL) ACT 2013

In order to prevent sexual harassment of women at workplace; the provisions of SexualHarassment of Women at Workplace (Prevention Prohibition and Redressal) Act 2013 areeffective in the Company.

Under the said Act every company is required to set up an Internal Complaints Committeeto look into complaints relating to sexual harassment at workplace of any women employee.The Company has constituted Internal Committees (IC). While maintaining the highestgovernance norms to build awareness in this area the Company has been conductinginduction / refresher programmes in the organization on a continuous basis and there wasno complaint on sexual harassment during the year under review.

The Company has in place an Anti Sexual Harassment Policy in line with the requirementsof the Sexual Harassment of Woman at Workplace (Prevention Prohibition and Redressal)Act 2013. All women employees (permanent contractual temporary and trainee) are coveredunder this Policy.

The following is a summary of Sexual Harassment complaints received and disposed offduring the year:

a. No. of Complaints received: 0 b. No. of Complaints disposed off : 0

MAINTENANCE OF COST RECORD:

Maintenance of Cost record as specified by the Central Government under sub-section (1)of Section 148 of the Companies Act 2013 is not applicable on the Company.

DIRECTORS' RESPONSIBILITY STATEMENT

The Directors' Responsibility Statement referred to in clause (c) of sub-section(3) of Section 134 of the Companies Act 2013 shall state that:-

(a) in the preparation of the annual accounts the applicable accounting standards hadbeen followed along with proper explanation relating 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 the end of the financial year and ofthe profit and loss of the company for that period;

(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 in the case of a listed company had laid down internal financialcontrols to be followed by the company and that such internal financial controls areadequate and were operating effectively. - N.A.

(f) The directors had devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.

HUMAN RESOURCES

There are no employees as on date on the rolls of the Company who are in receipt ofRemuneration which requires disclosures under Section 134 of the Companies Act 2013 andCompanies (Particulars of Employees) Rules 1975.

During the year under review relationship with the employees is cordial.

ACKNOWLEDGEMENTS

Your Company and its Directors wish to extend their sincerest thanks to the Members ofthe Company Bankers State Government Local Bodies Customers Suppliers ExecutivesStaff and workers at all levels for their continuous co- operation and assistance.

For and on behalf of board of Directors Dated: 04.08.2018 HPC Biosciences LimitedPlace: New Delhi

Sd/- Madhu Anand

Director

DIN: 06447160

Sd/- Tarun Chauhan

Director DIN: 06435943