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HPC Biosciences Ltd.

BSE: 535217 Sector: Others
NSE: N.A. ISIN Code: INE507O01025
BSE 00:00 | 26 Jul HPC Biosciences Ltd
NSE 05:30 | 01 Jan HPC Biosciences Ltd
OPEN 26.45
PREVIOUS CLOSE 26.45
VOLUME 39000
52-Week high 26.45
52-Week low 26.45
P/E 377.86
Mkt Cap.(Rs cr) 422
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 26.45
CLOSE 26.45
VOLUME 39000
52-Week high 26.45
52-Week low 26.45
P/E 377.86
Mkt Cap.(Rs cr) 422
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

HPC Biosciences Ltd. (HPCBIOSCIENCES) - Director Report

Company director report

To

The Members

Your Directors have pleasure in presenting their 18th Annual Report on thebusiness and operations of the Company and the accounts for the Financial Year ended March31 2020.

FINANCIAL RESULTS

The standalone performance of the Company for the financial Year 2019-20 & 2018-19is summarized as below.

(Amount in Rupees)
Particulars 2019-20 2018-19
Total Income 13015277.00 16897499.00
Total Expenditure 9425506.80 11125054.86
Profit before Tax 3589770.30 5772444.14
Less: Tax Expenses 223439.00 230562.00
Profit After Tax 3366331.30 5541882.14

FINANCIAL PERFORMANCE

During the year under review Your Company has recorded a total income of Rs.13015277.10 /- against Rs. 16897499.00/- in the previous year. Profit after taxationfor the financial year ended on 31st March 2020 is Rs. 3366331.30/- againstRs. 5541882.14/- in the previous year.

RESERVES & SURPLUS

The Reserves and Surplus is Rs. 157600000.00/- as on the end of the Current year andthe Profit of the Current year Rs. 3366331.30/- 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 2019-20 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 appointed M/s. Rahul A. Kumar & Co. Chartered Accountants (FirmRegistration No.

033148N) as the statutory auditor of the company form the conclusion of AnnualGeneral Meeting until the conclusion of next Annual General Meeting of the company. TheAuditors have furnished a declaration confirming their independence as well as their arm'slength relationship with the Company as well as their eligibility for appointment asStatutory Auditors of the Company under the relevant provisions of Section 139 of theCompanies Act 2013 read with such other rules and other statutory laws as may beapplicable.

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 2020 made under theprovisions of Sect ion 92 (3) of the Act in Form MGT -9 is annexed herewith as anAnnexure-1.

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 there has been no change in the composition of Broad ofDirectors of the company. Ms. Neha Dewan has resigned from the post of company secretaryw.e.f 31.01.2020.

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.

NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS

The Meetings of the Board are generally held at the Registered Office of the Companywhere the Company operates.

During the year under review 05 Board Meetings were held on 29/05/2019 27/08/201913/11/2019 31/01/2020 and 18/03/2020.

AUDIT COMMITTEE

During the year under review 4 Audit Committee Meetings were held on 29/05/201927/08/2019 13/11/2019 and 31/01/2020.

Name of Member Designation Category
Mr. Madhu Anand Member Non-Independent Non Executive Director
Ms. Mumtaj Member Independent Director
Mr. Kishori Prasad Gupta Chairman Independent Director

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 nomination and Remuneration Committee Meetings were heldon 29/05/2019 27/08/2019 13/11/2019 and 31/01/2020.

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. Kishori Prasad Gupta Chairman Independent Director

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 Stakeholders Relationship Committee Meetings were held on29/05/2019 27/08/2019 13/11/2019 and 31/01/2020.

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. Kishori Prasad Gupta Chairman Independent Director

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 for itsDirectors 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 Companyhas appointed Mr. Shankar Tayal Company Secretaries (Certificate ofPractice No. 20720) to undertake the Secretarial audit of the Company for the FinancialYear 2019-20 and the report is attached herewith. The Secretarial Auditor Report providedBy the Secretarial Auditor in Form MR-3 has been enclosed as Annexure-2. The SecretarialAuditor Report is self explanatory and their Observation along with ManagementRepresentations is as followed:-

Due to some unavoidable circumstances Company has filed delayed inintimations/Compliances. The Management of the Company is believes in timely and propercompliance with true letter and spirit hence assure to proper and timely comply with allthe statutory provisions. Annual Listing fees will be paid on the availability of Funds.

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.

RISK MANAGEMENT POLICY

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

Sr. No. Name of Director / KMP and Designation Remuneration of Director/ KMP for FY 2019-20 (In Rs.) % increase in Remuneratio n in FY 2019- 20** Ratio of Remuneration of Director to Median Remuneration of employees Ratio of Remuneration of Director to Median Remuneration of Employees
1 Mr. Tarun Chauhan 474000.00 Nil Nil Nil
2. Ms. Neha Dewan 126000.00 Nil Nil Nil

The number of permanent employees as on 31st March 2020 was 1.

Average of remuneration of employees excluding KMPs Nil

No employee's remuneration for the year 2019-20 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 KMPs and other employees is in accordance with theRemuneration 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 THE

FINANCIALYEARENDED MARCH 31 2020 NOTAPPLICABLE

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 subsidiaries or Associate during the yearunder review 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 anInternal Complaints Committee to look into complaints relating to sexual harassment atworkplace of any women employee. The Company has constituted Internal Committees (IC).While maintaining the highest governance norms to build awareness in this area theCompany has been conducting induction / refresher programmes in the organization on acontinuous basis and there was no complaint on sexual harassment during the year underreview.

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' RESPONSIBILITYSTATEMENT

The Directors' Responsibility Statement referred to in clause (c) of sub-section (3) ofSection 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: 31.08.2020 HPC Biosciences Limited
Place: New Delhi
Sd/- Sd/-
Madhu Anand Tarun Chauhan
Director Director
DIN: 06447160 DIN: 06435943

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