Mar 31, 2018
The Members,
The Directors have pleasure in presenting their 16th Annual Report on the business and operations of the Company and the accounts for the Financial Year ended March 31, 2018.
FINANCIAL RESULTS
The standalone performance of the Company for the financial Year 2017-18 & 2016-17 is summarized as below.
(Amount in Lacs)
Particulars |
2017-18 |
2016-17 |
Total Income |
20,826,405.00 |
24,442,190.00 |
Total Expenditure |
18,511,156.61 |
18,789,866.26 |
Profit before Tax |
2,315,248.39 |
56,52,323.74 |
Less: Tax Expenses |
362,865.55 |
5,74,908.00 |
Profit After Tax |
1,969,069.94 |
5,077,415.74 |
FINANCIAL PERFORMANCE
During the year under review, Your Company has recorded a total income of Rs. 20,826,405.00 /- against Rs. 24,442,190.00/- in the previous year. Profit after taxation for the financial year ended on 31st March, 2018 is Rs. 1,969,069.94/- against Rs. 5,077,415.74/- in the previous year.
RESERVES & SURPLUS
The Reserves and Surplus is Rs. 148,302,323.16/- as on the end of the Current year and the Profit of the Current year Rs. 146,333,253.22 /- has been transferred to Reserve and Surplus.
DIVIDEND
In order to conserve the resources of the Company, Your Board has not recommended and declared 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 materially affect 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 of Section 73 of the Companies Act, 2013 and The Companies (Acceptance of Deposits) Rules, 2014. 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 had familiarize the Independent Directors with regard to the roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, the Business models of the Company etc. The Independent Directors have been provided with necessary documents, reports and internal policies to familiarize then with the Company''s policies, procedures and practices.
Periodic presentations are made to the Board and Board Committee meeting on Business and performance updates of the Company, Business strategy and risks involved.
Quarterly updates on relevant statutory changes and judicial pronouncements and encompassing 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 as the statutory auditors of the company form the conclusion of Annual General Meeting until the conclusion of next Annual General Meeting of the company. The Auditors have furnished a declaration confirming their independence as well as their arm''s length relationship with the Company as well as their eligibility for appointment as Statutory Auditors of the Company under the relevant provisions of Section 139 of the Companies Act, 2013 read with such other rules and other statutory laws as may be applicable. The said appointment is subject to ratification by the members at every Annual General Meeting.
AUDITORS'' REPORT
The Notes on Financial Statements referred to in the Auditors'' Report are self-explanatory and therefore, in the opinion of the Directors, do not call for further comments.
EXTRACT OF THE ANNUAL RETURN
Pursuant to the provisions of Sect ion 134 (3) (a) of the Companies Act, 2013, Extract of the Annual Return for the financial year ended 31st March, 2018 made under the provisions of Sect ion 92 (3) of the Act in Form MGT -9 is annexed herewith as an Annexure.
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 Companies Act, 2013 read with Rule 8(3) of The Companies (Accounts) Rules, 2014 in respect of Conservation of Energy and Technology Absorption have not been furnished considering the nature of activities undertaken by the Company during the year under review.
There was no foreign exchange earning & outgo during the financial year under review.
CORPORATE SOCIAL RESPONSIBILITY (CSR)
During the year under review, the Company is not required to comply with the provisions related 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 Additional Director on 13.03.2018 in place of Mr. Virender Khanna, who has been resigned from the directorship 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 of independence as laid down under Section 149(6) of the Companies Act, and Listing Agreement.
FORMAL ANNUAL EVALUATION
Pursuant to the provisions of companies Act, 2013, the Board has carried out annual performance evaluation of its own performance, the directors individually as well the evaluation of the working of its Audit, Nomination & Remuneration and Stakeholder committee. The manner in which the evaluation has been carried out has been explained in Corporate Governance Report.
NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS
The Meetings of the Board are generally held at the Registered Office of the Company and also if necessary, in locations, where the Company operates.
During the year under review, 4 Board Meetings were held on 27/05/2017, 30/08/2017, 10/11/2017 and 13/03/2018
AUDIT COMMITTEE
During the year under review, 4 Audit Committee Meetings were held on 27/05/2017, 30/08/2017, 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 in place of Mr. Virender Khanna, who has been resigned from the directorship of the company w.e.f 13.03.2018.
NOMINATION & REMUNERATION COMMITTEE
The Company has duly constituted Nomination and Remuneration Committee to align with the requirements prescribed under the provisions of the Companies Act, 2013.
During the year under review, 4 Nomination and Remuneration Committee Meetings were held 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 given below:
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 in place of Mr. Virender Khanna, who has been resigned from the directorship of the company w.e.f 13.03.2018.
STAKEHOLDERS RELATIONSHIP COMMITTEE
The Company has duly constituted Stakeholders Relationship Committee to align with the requirements prescribed under the provisions of the Companies Act, 2013.
During the year under review, 4 Stakeholders Relationship Committee Meetings were held on 27/05/2017, 30/08/2017, 10/11/2017 and 13/03/2018
The details of the Composition of the Stakeholders Relationship Committee are given below:
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 in place of Mr. Virender Khanna, who has been resigned from the directorship of the company w.e.f 13.03.2018
DETAILS OF ESTABLISHMENT OF VIGIL MECHANISM FOR DIRECTORS AND EMPLOYEES
During the year, as per Section 177(9) read with Rule 7(1) of The Companies (Meeting of Board and its Powers) Rules, 2014, Company is required to establish a Vigil Mechanism for its Directors and employees. In order to ensure that the activities of the Company and its employees are conducted in a fair and transparent manner by adoption of highest standards of professionalism, honesty, integrity and ethical behavior the company has adopted a vigil mechanism policy. This policy is explained in corporate governance report and also posted 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 covered under 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 may have a potential conflict with the interest of the Company at large. The details of transactions with the Company and related parties are given for information under notes to Accounts.
MANAGERIAL REMUNERATION:
Provision relating to Managerial Remuneration as per Section 197 read with Rule 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 The Board has on the recommendation of the Nomination & Remuneration Committee framed a Policy for Selection and appointment of Directors, senior management and their Remuneration. The Remuneration 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 The Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s PRIYANKA G & ASSOCIATES Company Secretaries, (Certificate of Practice No. 18038) to undertake the Secretarial audit of the Company for the Financial Year 2017-18 and the report is attached herewith. The Secretarial Auditor Report provided By the Secretarial Auditor in Form MR-3 has been enclosed as Annexure.
The Secretarial Auditor Report is self explanatory and their Observation along with Management Representations is as followed:-
S. No. |
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 THE FINANCIAL STATEMENTS
The Company has a formal system of internal control testing which examines both the design effectiveness and operational effectiveness to ensure reliability of financial and operational information and all statutory / regulatory compliances. The Company has a strong monitoring and reporting process resulting in financial discipline and accountability.
RISK MANAGEMENT POLICY
Although the company has long been following the principle of risk minimization as is the norm in every industry, it has now become a compulsion.
Therefore, in accordance with Companies Act, 2013, the Board members were informed about risk assessment and minimization procedures after which the Board formally adopted steps for framing, implementing and monitoring the risk management plan for the company.
The main objective of this policy is to ensure sustainable business growth with stability and to promote a pro-active approach in reporting, evaluating and resolving risks associated with the business. In order to achieve the key objective, the policy establishes a structured and disciplined approach to Risk Management, in order to guide decisions on risk related issues.
In today''s challenging and competitive environment, strategies for mitigating inherent risks in accomplishing the growth plans of the Company are imperative. The common risks inter alia are: Regulations, competition, Business risk, Technology obsolescence, Investments, retention of talent and expansion of facilities. Business risk, inter-alia, further includes financial risk, political risk, fidelity risk, legal risk. As a matter of policy, 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 Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed herewith as Annexure to this Report. The information required pursuant to Section 197(12) read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of Employees of the Company, will be provided on request. In terms of Section 136 of the Act, the reports and accounts are being sent to the members and others entitled thereto, excluding the information on employees particulars mentioned in rule 5(2) of the said rule which is available for inspection by the Members at the Registered Office of the Company during the business hours on working days of the Company upto the date of ensuing Annual General Meeting. If any Member is interest in inspecting the same, such Member may write to the Compliance officer in advance.
DETAILS PER TAINING TO REMUNERATION AS REQUIRED UNDER SECTION 197(12) OF THE COMPANIES ACT, 2013 READ WITH RULE 5(1) OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014
Sr. No. |
Name of Director / KMP and Designation |
Remuneration of Director/ KMP for FY 2017-18 (In Rs.) |
% increase in Remuneration in FY 201718** |
Ratio of Remuneration of Director to Median Remuneration of employees |
Ratio of Remuneration of Director to Median Remuneration of Employees |
1 |
Mr. Tarun Chauhan |
3,36,000.00 |
Nil |
Nil |
Nil |
The number of permanent employees as on 31st March2018 was3
Average of remuneration of employees excluding KMPs - Nil
No employee''s remuneration for the year 2017-18 exceeded the remuneration of any of Director.
Company''s performance has been provided in the Directors'' Report which forms part of the Board Report.
The key parameter for the variable component of key managerial personnel(s) is linked with Company performance and Individual performance.
The remuneration of Directors, KMPs and other employees is in accordance with the Remuneration Policy of the Company.
STATEMENT CONTAINING THE PARTICULARS OF EMPLOYEES IN ACCORDANCE WITH SECTION 197 OF THE COMPANIES ACT, 2013 READ WITH RULE 5 OF THE COMPANIES (APPOINTMENTAND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014 AND FORMING PART OF DIRECTORS'' REPORT FOR THE FINANCIAL YEAR ENDED MARCH 31,2018-N0T APPLICABLE
NAME OF THE COMPANIES WHICH HAVE BEEN BECOME OR CEASED TO BE ITS SUBSIDIARIES AND ASSOCIATE COMPANIES DURING THE YEAR
Since no Company has became or ceased as subsidiarie or Associate during the year under 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 no adverse action against the business operations of the Company.
DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013
In order to prevent sexual harassment of women at workplace; the provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 are effective in the Company.
Under the said Act every company is required to set up an Internal Complaints Committee to look into complaints relating to sexual harassment at workplace of any women employee. The Company has constituted Internal Committees (IC). While maintaining the highest governance norms, to build awareness in this area, the Company has been conducting induction / refresher programmes in the organization on a continuous basis and there was no complaint on sexual harassment during the year under review.
The Company has in place an Anti Sexual Harassment Policy in line with the requirements of the Sexual Harassment of Woman at Workplace (Prevention, Prohibition and Redressal) Act, 2013. All women employees (permanent, contractual, temporary and trainee) are covered under this Policy.
The following is a summary of Sexual Harassment complaints received and disposed off during 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 had been followed along with proper explanation relating to material departures;
(b) the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit and loss of the company for that period;
(c) the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets 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 financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively. - N.A.
(f) The directors had devised proper systems to ensure compliance with the provisions of 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 of Remuneration which requires disclosures under Section 134 of the Companies Act, 2013 and Companies (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 of the Company, Bankers, State Government, Local Bodies, Customers, Suppliers, Executives, Staff 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 Limited
Place: New Delhi
Sd/- Sd/-
Madhu Anand Tarun Chauhan
Director Director
DIN:06447160 DIN: 06435943
Mar 31, 2017
To,
The Members,
The Directors have pleasure in presenting their 15th Annual Report on the business and operations of the Company and the accounts for the Financial Year ended March 31, 2017.
FINANCIAL RESULTS
The standalone performance of the Company for the financial Year 2016-17 & 2015-16 is summarized as below.
(Amount in Lacs.)
Particulars |
2016-17 |
2015-16 |
Total Income |
24,442,190.00 |
20,095,257 |
Total Expenditure |
18,789,866.26 |
15,052,235.59 |
Profit before Tax |
5,652,323.74 |
5,043,021.41 |
Less: Tax Expenses |
574,908.00 |
438,345 |
Profit After Tax |
5,077,415.74 |
4,604,676.41 |
FINANCIAL PERFORMANCE
During the year under review, Your Company has recorded a total income of Rs. 24,442,190.00/- against Rs. 20,095,257/- in the previous year. Profit after taxation for the financial year ended on 31st March, 2017 Increased to Rs. 5,077,415.74 against Rs. 4,604,676.41/- in the previous year.
RESERVES & SURPLUS
The Reserves and Surplus is Rs. 146,333,253.22 / - as on the end of the Current year and the Profit of the Current year Rs. 141,255,837.48 / -has been transferred to Reserve and Surplus.
DIVIDEND
In order to conserve the resources of the Company, Your Board has not recommended and declared 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 materially affect 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 of Section 73 of the Companies Act, 2013 and The Companies (Acceptance of Deposits) Rules, 2014. 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 2016 -17 had familiarize the Independent Directors with regard to the roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, the Business models of the Company etc. The Independent Directors have been provided with necessary documents, reports and internal policies to familiarize then with the Companyâs policies, procedures and practices.
Periodic presentations are made to the Board and Board Committee meeting on Business and performance updates of the Company, Business strategy and risks involved.
Quarterly updates on relevant statutory changes and judicial pronouncements and encompassing important amendments are briefed to the Directors.
STATUTORY AUDITORS
The Board has recommended to the shareholders, the reappoint of M/S. SINGH R. K. & ASSOCIATES, Chartered Accountants, FRN 027247N, Chartered Accountants as auditors. The Auditors have furnished a declaration confirming their independence as well as their armâs length relationship with the Company as well as their eligibility for appointment as Statutory Auditors of the Company under the relevant provisions of Section 139 of the Companies Act, 2013 read with such other rules and other statutory laws as may be applicable. The said appointment is subject to ratification by the members at every Annual General Meeting.
AUDITORSâ REPORT
The explanations or comments by the Board on every qualification, reservation or adverse remark or disclaimer made by the auditor in his report shall be given.
EXTRACT OF THE ANNUAL RETURN
The extract of the annual return in Form No. MGT â 9 as forming part of the Boardâs report is attached herewith. Conservation of energy, technology absorption and foreign exchange earnings and outgo
The details of conservation of energy, technology absorption, foreign exchange earnings and outgo are as follows:
A) Conservation of energy:
(i) the steps taken or impact on conservation of energy;
(ii) the steps taken by the company for utilising alternate sources of energy;
(iii) the capital investment on energy conservation equipments;
(B) Technology absorption:
(i) the efforts made towards technology absorption;
(ii) the benefits derived like product improvement, cost reduction, product development or import substitution;
(iii) in case of imported technology (imported during the last three years reckoned from the beginning of the financial year)-
(a) the details of technology imported;
(b) the year of import;
(c) whether the technology been fully absorbed;
(d) if not fully absorbed, areas where absorption has not taken place, and the reasons thereof; and
(iv) the expenditure incurred on Research and Development.
(C) Foreign exchange earnings and Outgo:
The Foreign Exchange earned in terms of actual inflows during the year and the Foreign Exchange outgo during the year in terms of actual outflows.
CORPORATE SOCIAL RESPONSIBILITY (CSR)
During the year under review, the Company is not required to comply with the provisions related to Corporate Social Responsibility on the basis of its financial statement.
DIRECTORS: Changes in Directors & Key Managerial Personnel
During the year under review, Ms Mumtaj who was appointed Additional Director on 03.03.2016 has been regularized by the shareholders in their last Annual General Meeting held on 15th September, 2016.
During the year under review, Ms. Ritika Agrawal resigned from the post of Company Secretary & Compliance Officer of the company w.e.f. 01/03/2017.
Declaration by an Independent Director(s) and re- appointment, if any
All Independent Directors have given declaration that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, and Listing Agreement.
Formal Annual Evaluation
Pursuant to the provisions of companies Act, 2013, the Board has carried out annual performance evaluation of its own performance, the directors individually as well the evaluation of the working of its Audit, Nomination & Remuneration and Stakeholder committee. The manner in which the evaluation has been carried out has been explained in Corporate Governance Report.
NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS
The Meetings of the Board are generally held at the Registered Office of the Company and also if necessary, in locations, where the Company operates.
During the year under review, 4 Board Meetings were held on 24/05/2016, 19/08/2016, 12/11/2016 and 01/03/2017
AUDIT COMMITTEE
During the year under review, 4 Audit Committee Meetings were held on 24/05/2016, 19/08/2016, 12/11/2016 and 01/03/2017
COMPOSITION AND MEETINGS OF AUDIT COMMITTEE DURING THE YEAR 2016-2017
Name of Member |
Designation |
Category |
Ms. Mumtaj |
Chairman |
Independent Director |
Ms. Madhu Anand |
Member |
Non-Independent Non Executive Director |
Mr. Virender Khanna |
Member |
Independent Director |
STAKEHOLDERS RELATIONSHIP COMMITTEE COMPOSITION AND MEETINGS OF STAKEHOLDERS RELATIONSHIP COMMITTEE DURING THE YEAR 2016-2017
Name of Member |
Designation |
Category |
Mr. Tarun Chauhan |
Member |
Non-Independent Executive Director |
Ms. Mumtaj |
Member |
Independent Director |
Mr. Virender Khanna |
Chairman |
Independent Director |
NOMINATION & REMUNERATION COMMITTEE
The Company has duly constituted Nomination and Remuneration Committee to align with the requirements prescribed under the provisions of the Companies Act, 2013.
The details of the Composition of the Nomination and Remuneration Committee are given below:
Name of Member |
Designation |
Category |
Mr. Madhu Anand |
Member |
Non-Independent Non Executive Director |
Ms. Mumtaj |
Member |
Independent Director |
Mr. Virender Khanna |
Chairman |
Independent Director |
DETAILS OF ESTABLISHMENT OF VIGIL MECHANISM FOR DIRECTORS AND EMPLOYERS
During the year, as per Section 177(9) read with Rule 7(1) of The Companies (Meeting of Board and its Powers) Rules, 2014, Company is required to establish a Vigil Mechanism for its Directors and employees. In order to ensure that the activities of the Company and its employees are conducted in a fair and transparent manner by adoption of highest standards of professionalism, honesty, integrity and ethical behavior the company has adopted a vigil mechanism policy. This policy is explained in corporate governance report and also posted 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 covered under 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 may have a potential conflict with the interest of the Company at large. The details of transactions with the Company and related parties are given for information under notes to Accounts.
MANAGERIAL REMUNERATION:
Provisions relating to Managerial Remuneration as per Section 197 read with Rule 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 The Board has on the recommendation of the Nomination & Remuneration Committee framed a Policy for Selection and appointment of Directors, Senior management and their Remuneration. The Remuneration 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 The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s Urvashi Aggarwal & Co Company Secretaries, (Certificate of Practice No. 14261) to undertake the Secretarial audit of the Company for the Financial Year 2015-16 and the report is attached herewith. The Secretarial Auditor Report provided By the Secretarial Auditor in Form No. MR-3 has been enclosed as Annexure.
DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS
The Company has a formal system of internal control testing which examines both the design effectiveness and operational effectiveness to ensure reliability of financial and operational information and all statutory / regulatory compliances. The Company has a strong monitoring and reporting process resulting in financial discipline and accountability.
RISK MANAGEMENT POLICY
Although the company has long been following the principle of risk minimization as is the norm in every industry, it has now become a compulsion.
Therefore, in accordance with Companies Act, 2013, the Board members were informed about risk assessment and minimization procedures after which the Board formally adopted steps for framing, implementing and monitoring the risk management plan for the company.
The main objective of this policy is to ensure sustainable business growth with stability and to promote a pro-active approach in reporting, evaluating and resolving risks associated with the business. In order to achieve the key objective, the policy establishes a structured and disciplined approach to Risk Management, in order to guide decisions on risk related issues.
In todayâs challenging and competitive environment, strategies for mitigating inherent risks in accomplishing the growth plans of the Company are imperative. The common risks inter alia are: Regulations, competition, Business risk, Technology obsolescence, Investments, retention of talent and expansion of facilities. Business risk, inter-alia, further includes financial risk, political risk, fidelity risk, legal risk. As a matter of policy, 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 Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed herewith as Annexure to this Report. The information required pursuant to Section 197(12) read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of Employees of the Company, will be provided on request. In terms of Section 136 of the Act, the reports and accounts are being sent to the members and others entitled thereto, excluding the information on employees particulars mentioned in rule 5(2) of the said rule which is available for inspection by the Members at the Registered Office of the Company during the business hours on working days of the Company upto the date of ensuing Annual General Meeting. If any Member is interest in inspecting the same, such Member may write to the Compliance officer in advance.
DETAILS PER TAINING TO REMUNERATION AS REQUIRED UNDER SECTION 197(12) OF THE COMPANIES ACT, 2013 READ WITH RULE 5(1) OF THE COMPANIES (APPOINTMENT ANDREMUNERATION OF MANAGERIAL PERSONNEL) RULES. 20T4
Sr. No. |
Name of |
Remuneration |
% increase in |
Ratio of |
Ratio of |
||
Director/KMP and |
of Director/ |
Remuneration |
Remuneration of |
Remuneration of |
|||
Designation |
KMP for FY |
in FY 2016- |
Director to Median |
Director to Median |
|||
20T6-T7 (In |
17** |
Remuneration of |
Remuneration of |
||||
Rs. ) |
employees |
Employees |
|||||
1 |
Mr. Tarun Chauhan |
336,000.00 |
Nil |
Nil |
Nil |
2 |
Ms. Ritika Aggarwal (01.04.2016 to 01.03.2017 |
1,32,000 |
NA |
NA |
NA |
The number of permanent employees as on 31st March 2017 was 3.
Average of remuneration of employees excluding KMPs â Nil
No employeeâs remuneration for the year 2016-17 exceeded the remuneration of any of the Directors.
Company''s performance has been provided in the Directors â Report which forms part of the Board Report.
The key parameter for the variable component of key managerial personnels) is linked with Company performance and Individual performance.
The remuneration of Directors, KMPs and other employees is in accordance with the Remuneration Policy of the Company.
STATEMENT CONTAINING THE PARTICULARS OF EMPLOYEES IN ACCORDANCE WITH SECTION 197 OF THE COMPANIES ACT, 2013 READ WITH R ULE 5 OF THE COMPANIES (APPOINTMENT AND REMUNERA TION OF MANA GERIAL PERSONNEL) R ULES, 2014 AND FORMING PAR T OF DIRECTORS'' REPORT FOR THE FINANCIAL YEAR ENDED MARCH 31,2017-NOT APPLICABLE
NAME OF THE COMPANIES WHICH HAVE BEEN BECOME OR CEASED TO BE ITS SUBSIDIARIES AND ASSOCIATE COMPANIES DURING THE YEAR
Since the Company has no subsidiaries as on 31st March, 2017, 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 no adverse action against the business operations of the Company.
DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION. PROHIBITION AND REDRESSAL) ACT, 2013
In order to prevent sexual harassment of women at workplace; the provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 are effective in the Company. Under the said Act every company is required to set up an Internal Complaints Committee to look into complaints relating to sexual harassment at workplace of any women employee. The Company has in place an Anti Sexual Harassment Policy in line with the requirements of the Sexual Harassment of Woman at Workplace (Prevention, Prohibition and Redressal) Act, 2013. All women employees (permanent, contractual, temporary and trainee) are covered under this Policy.
The following is a summary of Sexual Harassment complaints received and disposed off during the year:
a. No. of Complaints received: 0
b. No. of Complaints disposed off : 0
DIRECTORSâ RESPONSIBILITY STATEMENT
The Directorsâ 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 had been followed along with proper explanation relating to material departures;
(b) the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit and loss of the company for that period;
(c) the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets 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 financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.- N.A.
(f) the directors had devised proper systems to ensure compliance with the provisions of 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 of Remuneration which requires disclosures under Section 134 of the Companies Act, 2013 and Companies (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 of the Company, Bankers, State Government, Local Bodies, Customers, Suppliers, Executives, Staff and workers at all levels for their continuous cooperation and assistance.
For and on behalf of board of Directors
Dated: 30.08.2017 HPC Biosciences Limited
Place: New Delhi
Sd/- Sd/-
Madhu Anand Tarun Chauhan
Director Director
DIN: 06447160 DIN: 06435943
Mar 31, 2016
To,
The Members,
The Directors have pleasure in presenting their 14th Annual Report on the business and operations of the Company and the accounts for the Financial Year ended March 31, 2016.
Financial Results
The standalone performance of the Company for the financial Year 2015-16 & 2014-15 is summarized as below.
(Amount in Lacs.) |
||
Particulars |
2015-16 |
2014-15 |
Total Income |
20,095,257 |
32,636,328 |
Total Expenditure |
15,052,235.59 |
25,069,205.83 |
Profit before T ax |
5,043,021.41 |
7,567,122.17 |
Less:T ax Expenses |
438,345 |
522,813 |
Profit After T ax |
4,604,676.41 |
7,050,563.17 |
FINANCIAL PERFORMANCE
During the year under review, Your Company has recorded a total income of Rs. 20,095,257/- against Rs.32,636,328/-in the previous year. Profit after taxation for the financial year ended on 31st March, 2016 decreased to Rs. 4,604,676.41 against Rs. 7,050,563.17/- in the previous year.
RESERVES & SURPLUS
The Reserves and Surplus is Rs. 141,255,837.48/- as on the end of the Current year and the Profit of the Current year Rs4, 604,676.41/-has been transferred to Reserve and Surplus.
DIVIDEND
In order to conserve the resources of the Company, Your Board has not recommended and declared 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 materially affect 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 of Section 73 of the Companies Act, 2013 and The Companies (Acceptance of Deposits) Rules, 2014. 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 2014 -15 had familiarize the Independent Directors with regard to the roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, the Business models of the Company etc. The Independent Directors have been provided with necessary documents, reports and internal policies to familiarize then with the Companyâs policies, procedures and practices.
Periodic presentations are made to the Board and Board Committee meeting on Business and performance updates of the Company, Business strategy and risks involved.
Quarterly updates on relevant statutory changes and judicial pronouncements and encompassing important amendments are briefed to the Directors.
STATUTORY AUDITORS
The Board has recommended to the shareholders, the ratification of appointment of M/s. SINGH R. K. & ASSOCIATES, Chartered Accountants, FRN 027247N, Chartered Accountants as auditors. The Auditors have furnished a declaration confirming their independence as well as their armâs length relationship with the Company as well as their eligibility for appointment as Statutory Auditors of the Company under the relevant provisions of Section 139 of the Companies Act, 2013 read with such other rules and other statutory laws as may be applicable. The said appointment is subject to ratification by the members at every Annual General Meeting.
AUDITORSâ REPORT
The explanations or comments by the Board on every qualification, reservation or adverse remark or disclaimer made by the auditor in his report shall be given.
EXTRACT OF THE ANNUAL RETURN
The extract of the annual return in Form No. MGT â 9 as forming part of the Boardâs report is attached herewith. Conservation of energy, technology absorption and foreign exchange earnings and outgo
The details of conservation of energy, technology absorption, foreign exchange earnings and outgo are as follows:
A) Conservation of energy:
(i) the steps taken or impact on conservation of energy;
(ii) the steps taken by the company for utilising alternate sources of energy;
(iii) the capital investment on energy conservation equipments;
(B) Technology absorption:
(i) the efforts made towards technology absorption;
(ii) the benefits derived like product improvement, cost reduction, product development or import substitution;
(iii) in case of imported technology (imported during the last three years reckoned from the beginning of the financial year)-
(a) the details of technology imported;
(b) the year of import;
(c) whether the technology been fully absorbed;
(d) if not fully absorbed, areas where absorption has not taken place, and the reasons thereof; and
(iv) the expenditure incurred on Research and Development.
(C) Foreign exchange earnings and Outgo:
The Foreign Exchange earned in terms of actual inflows during the year and the Foreign Exchange outgo during the year in terms of actual outflows.
CORPORATE SOCIAL RESPONSIBILITY (CSR)
During the year under review, the Company is not required to comply with the provisions related to Corporate Social Responsibility on the basis of its financial statement.
DIRECTORS: Changes in Directors & Key Managerial Personnel
Ms. Mumataj, Director of the Company, has been appointed as additional director w.e.f. 03.03.2016.
Ms. Arachna Kothari resign from the post of Company Secretary w.e.f 10.11.2015
During the year under review, Ms. Ritika Agrawal appointed as Company Secretary & Compliance Officer of the company w.e.f. 01/12/2015.
Declaration by an Independent Director(s) and re- appointment, if any
All Independent Directors have given declaration that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, and Listing Agreement.
Formal Annual Evaluation
Pursuant to the provisions of companies Act, 2013, the Board has carried out annual performance evaluation of its own performance, the directors individually as well the evaluation of the working of its Audit, Nomination & Remuneration and Stakeholder committee. The manner in which the evaluation has been carried out has been explained in Corporate Governance Report.
NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS
The Meetings of the Board are generally held at the Registered Office of the Company and also if necessary, in locations, where the Company operates.
During the year under review, 9 Meetings were held on 12.05.2015, 29.05.2015, 12.06.2015, 13.07.2015, 22.08.2015, 09.11.2015, 14.11.2015, 01.12.2015, 03.03.2016. COMPOSITION AND MEETINGS OF AUDIT COMMITTEE AS ON 31st MARCH, 2016
Name of Member |
Designation |
Category |
Ms. Mumataj |
Chairman |
Independent Director |
Ms. Madhu Anand |
Member |
Non-Independent Non Executive Director |
Mr. Virender Khanna |
Member |
Independent Director |
Ms. Rithika Agrawal |
Secretary |
Company Secretary |
COMPOSITION AND MEETINGS OF STAKEHOLDERS RELATIONSHIP COMMITTEE AS ON 31st MARCH, 2016
Name of Member |
Designation |
Category |
Mr. Tarun Chauhan |
Member |
Non-Independent Executive Director |
Mr. Mumtaj |
Member |
Independent Director |
Mr. Virender Khanna |
Chairman |
Independent Director |
NOMINATION & REMUNERATION COMMITTEE
The Company has duly constituted Nomination and Remuneration Committee to align with the requirements prescribed under the provisions of the Companies Act, 2013.
The details of the Composition of the Nomination and Remuneration Committee as on 31st Mach, 2016 are given below:
Name of Member |
Designation |
Category |
Ms. Madhu Anand |
Member |
Non-Independent Non Executive Director |
Mr. Mumataj |
Member |
Independent Director |
Mr. Virender Khanna |
Chairman |
Independent Director |
CHANGE IN REGISTERED OFFICE
During the year under review the company change its registered office from Plat No. 6, Third Floor, Office no. 304, I P Extension, Near Ajanta Apartment, Delhi â 110092 To Office No. 109, First Floor, Plot No. 22, Pooja Complex, Veer Savarkar Block, Sh Delhi East w.e.f. December 1,2015.
DETAILS OF ESTABLISHMENT OF VIGIL MECHANISM FOR DIRECTORS AND EMPLOYEES
During the year, as per Section 177(9) read with Rule 7(1) of The Companies (Meeting of Board and its Powers) Rules, 2014, Company is required to establish a Vigil Mechanism for its Directors and employees. In order to ensure that the activities of the Company and its employees are conducted in a fair and transparent manner by adoption of highest standards of professionalism, honesty, integrity and ethical behavior the company has adopted a vigil mechanism policy. This policy is explained in corporate governance report and also posted 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 covered under 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 may have a potential conflict with the interest of the Company at large. The details of transactions with the Company and related parties are given for information under notes to Accounts.
MANAGERIAL REMUNERATION:
Provisions relating to Managerial Remuneration as per Section 197 read with Rule 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 The Board have on the recommendation of the Nomination & Remuneration Committee framed a Policy for Selection and appointment of Directors, senior management and their Remuneration. The Remuneration 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 The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s Urvashi Aggarwal & Co Company Secretaries, (Certificate of Practice No. 14261) to undertake the Secretarial audit of the Company for the Financial Year 2014-15 and the report is attached herewith. The Secretarial Auditor Report provided By the Secretarial Auditor in Form No. MR-3 has been enclosed as Annexure.
MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIALPOSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT
The BSE Limited has issued a Notice dated 5 th August, 2015 inter alia suspended the trading in the equity shares of the Company for a period of 10 days. The Securities and Exchange Board of India had passed vide its ad-interim ex-parte Order no. WTM/RKA/ISD/54/2015 dated June 29, 2015 under sections 11A and 11B of the Securities and Exchange Board of India Act, 1992. Except above no significant or material orders passed by any regulator, tribunal or court that would impact the going concern status of the Company and its future operations..
DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS
The Company has a formal system of internal control testing which examines both the design effectiveness and operational effectiveness to ensure reliability of financial and operational information and all statutory / regulatory compliances. The Company has a strong monitoring and reporting process resulting in financial discipline and accountability.
RISK MANAGEMENT POLICY
Although the company has long been following the principle of risk minimization as is the norm in every industry, it has now become a compulsion.
Therefore, in accordance with Companies Act, 2013, the Board members were informed about risk assessment and minimization procedures after which the Board formally adopted steps for framing, implementing and monitoring the risk management plan for the company. The main objective of this policy is to ensure sustainable business growth with stability and to promote a pro-active approach in reporting, evaluating and resolving risks associated with the business. In order to achieve the key objective, the policy establishes a structured and disciplined approach to Risk Management, in order to guide decisions on risk related issues.
In todayâs challenging and competitive environment, strategies for mitigating inherent risks in accomplishing the growth plans of the Company are imperative. The common risks inter alia are: Regulations, competition, Business risk, Technology obsolescence, Investments, retention of talent and expansion of facilities. Business risk, inter-alia, further includes financial risk, political risk, fidelity risk, legal risk. As a matter of policy, 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 Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed herewith as Annexure to this Report. The information required pursuant to Section 197(12) read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of Employees of the Company, will be provided on request. In terms of Section 136 of the Act, the reports and accounts are being sent to the members and others entitled thereto, excluding the information on employees particulars mentioned in rule 5(2) of the said rule which is available for inspection by the Members at the Registered Office of the Company during the business hours on working days of the Company up to the date of ensuing Annual General Meeting. If any Member is interest in inspecting the same, such Member may write to the Compliance officer in advance.
DETAILS PERTAINING TO REMUNERATION AS REQUIRED UNDER SECTION 197(12) OF THE COMPANIES ACT, 2013 READ WITH RULE 5(1) OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014
Sr. No. |
Name of Director/KMP and Designation |
Remuneration of Director/ KMP for FY 2014-15 (In Rs) |
% increase in Remuneration in FY 2014- 15Rs. |
Ratio of Remuneration of Director to Median Remuneration of employees |
Ratio of Remuneration of Director to Median Remuneration of Employees |
1. |
Mr. T arun Chauhan |
Rs. 2,88,000 |
Nil |
Nil |
Nil |
2. |
Ms. Ritika Aggarwal |
Rs. 48000 |
NA |
NA |
NA |
The number of permanent employees as on 31st March 2016 was 2.
Average of remuneration of employees excludingKMPs â Nil
No employeeâs remuneration for the year 2014-15 exceeded the remuneration of any of the Directors.
Companyâs performance has been provided in the Directors âReport which forms part of the Board Report.
The key parameter for the variable component of key managerialpersonnel(s) is linked with Company performance and Individual performance.
The remuneration of Directors, KMPs and other employees is in accordance with the Remuneration Policy of the Company.
STATEMENT CONTAINING THE PARTICULARS OF EMPLOYEES IN ACCORDANCE WITH SECTION 197 OF THE COMPANIES ACT, 2013 READ WITH RULE 5 OF THE COMPANIES (APPOINTMENT AND REMUNERA TION OF MANAGERIAL PERSONNEL) RULES, 2014 AND FORMING PAR T OF DIRECTORSâ REPORT FOR THE FINANCIAL YEAR ENDED MARCH 31, 2015 -NOT APPLICABLE
NAME OF THE COMPANIES WHICH HAVE BEEN BECOME OR CEASED TO BE ITS SUBSIDIARIES AND ASSOCIATE COMPANIES DURING THE YEAR
Since the Company has no subsidiaries as on 31st March, 2016, 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 no adverse action against the business operations of the Company.
DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013
In order to prevent sexual harassment of women at workplace; the provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 are effective in the Company. Under the said Act every company is required to set up an Internal Complaints Committee to look into complaints relating to sexual harassment at workplace of any women employee. The Company has in place an Anti Sexual Harassment Policy in line with the requirements of the Sexual Harassment of Woman at Workplace (Prevention, Prohibition and Redressal) Act, 2013. All women employees (permanent, contractual, temporary and trainee) are covered under this Policy.
The following is a summary of Sexual Harassment complaints received and disposed off during the year: a. No. of Complaints received: 0
b. No. of Complaints disposed off: 0
DIRECTORSâ RESPONSIBILITY STATEMENT
The Directorsâ 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 had been followed along with proper explanation relating to material departures;
(b) the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit and loss of the company for that period;
(c) the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets 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 financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.- N.A.
(f) the directors had devised proper systems to ensure compliance with the provisions of 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 of Remuneration which requires disclosures under Section 134 of the Companies Act, 2013 and Companies (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 of the Company, Bankers, State Government, Local Bodies, Customers, Suppliers, Executives, Staff and workers at all levels for their continuous cooperation and assistance.
For and on behalf of board of Directors
Dated: 19.08.2016
HPC Biosciences Limited
Place: New Delhi
Sd/- Sd/
-Madhu Anand Tarun Chauh
Director Director
DIN: 06447160 DIN: 06435943
Mar 31, 2015
The Directors have pleasure in presenting their 13th Annual Report on
the business and operations of the Company and the accounts for the
Financial Year ended March 31, 2015.
Financial Results
The standalone performance of the Company for the financial Year
2014-15 & 2013-14 is summarized as below.
(Amount in Lacs.)
Particulars 2014-15 2013-14
Total Income 326.36 352.61
Total Expenditure 250.69 227.03
Profit before Tax 75.67 125.58
Less: Tax Expenses 5.29 1.99
Profit After Tax 70.50 123.58
FINANCIAL PERFORMANCE
During the year under review, Your Company has recorded a total income
of Rs. 326.36 Lacs against Rs. 352.61 Lacs in the previous year. Profit
after taxation for the financial year ended on 31st March, 2015
decreased to Rs. 70.50 Lacs against Rs. 123.58 Lacs in the previous
year. ,
RESERVES & SURPLUS
The Reserves and Surplus is Rs. 1366.51 Lacs as on the end of the
Current year and the Profit of the Current year Rs. 70.50 Lacs has
been transferred to Reserve and Surplus.
DIVIDEND
In order to conserve the resources of the Company, Your Board has not
recommended and declared any dividend during the period under review.
SHARE CAPITAL
Right Issue:
The Board of Directors of the Company at its meeting held on April 29,
2014 has decided to raise the funds through issue of Equity Shares on
Right Basis and considered and approved the following:
"The Right Issue in the ratio of 1 (one) Equity Shares for 2 (two)
Equity Shares held by the existing Shareholders of the Company."
The Board of Directors of the Company in its meeting held on January
14, 2015 approved the Split of Equity Shares of the Company having face
value of Rs. 10/- each into Rupee 1/- each. Further, they decided to
withdraw the application for Right Issue filed with BSE. The Company
has also intimated to its Merchant Banker "Choice Capital Advisors
Private Limited" regarding the withdrawal dated January 19, 2015 and
received No-Objection Certificate from the same dated January 21, 2015.
Sub-Division
The Authorized Share Capital as on March 31, 2015 was Rs. 25 crores
(2,50,000,000 shares of Rs.1/each).
The Company has split up its share capital from Rs.10 per share into
the shares of Rs. 1/- each w.e.f. 23.02.2015. divided into
2,50,000,000 (Rupees Two Crore Fifty Lacs )Equity Shares of
Rs.1/-(Rupess One Only) each.
CHANGE IN THE NATURE OF BUSINESS, IF ANY
There were no changes in the nature of business have taken place so as
to materially affect 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 of Section 73 of the Companies Act, 2013 and The Companies
(Acceptance of Deposits) Rules, 2014. 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 2014
-15 had familiarize the Independent Directors with regard to the roles,
rights, responsibilities in the Company, nature of the industry in
which the Company operates, the Business models of the Company etc. The
Independent Directors have been provided with necessary documents,
reports and internal policies to familiarize then with the Company's
policies, procedures and practices.
Periodic presentations are made to the Board and Board Committee
meeting on Business and performance updates of the Company, Business
strategy and risks involved.
Quarterly updates on relevant statutory changes and judicial
pronouncements and encompassing important amendments are briefed to the
Directors.
STATUTORY AUDITORS
The Board has recommended to the shareholders, the ratification of M/s.
SINGH R. K. & ASSOCIATES, Chartered Accountants, FRN 027247N, Chartered
Accountants as auditors. The Auditors have furnished a declaration
confirming their independence as well as their arm's length
relationship with the Company as well as their eligibility for
appointment as Statutory Auditors of the Company under the relevant
provisions of Section 139 of the Companies Act, 2013 read with such
other rules and other statutory laws as may be applicable. The said
appointment is subject to ratification by the members at every Annual
General Meeting.
AUDITORS' REPORT
The explanations or comments by the Board on every qualification,
reservation or adverse remark or disclaimer made by the auditor in his
report shall be given.
EXTRACT OF THE ANNUAL RETURN
The extract of the annual return in Form No. MGT - 9 as forming part of
the Board's report is attached herewith.
Conservation of energy, technology absorption and foreign exchange
earnings and outgo The details of conservation of energy, technology
absorption, foreign exchange earnings and outgo are as follows:
A) Conservation of energy:
(i) the steps taken or impact on conservation of energy;
(ii) the steps taken by the company for utilising alternate sources of
energy;
(iii) the capital investment on energy conservation equipments;
(B) Technology absorption:
(i) the efforts made towards technology absorption;
(ii) the benefits derived like product improvement, cost reduction,
product development or import substitution;
(iii) in case of imported technology (imported during the last three
years reckoned from the beginning of the financial year)-
(a) the details of technology imported;
(b) the year of import;
(c) whether the technology been fully absorbed;
(d) if not fully absorbed, areas where absorption has not taken place,
and the reasons thereof; and (iv) the expenditure incurred on Research
and Development.
(C) Foreign exchange earnings and Outgo:
The Foreign Exchange earned in terms of actual inflows during the year
and the Foreign Exchange outgo during the year in terms of actual
outflows.
CORPORATE SOCIAL RESPONSIBILITY (CSR)
During the year under review, the Company is not required to comply
with the provisions related to Corporate Social Responsibility on the
basis of its financial statement.
DIRECTORS:
Changes in Directors & Key Managerial Personnel
Mr. Sushil Rao Kumar, Director of the Company resigned from office of
director as on 14.01.2015 due to pre- occupancy and Mr. Virender
Khanna, has been appointed as additional director w.e.f 14.01.2015.
During the year under review, Ms. Aditi Gupta appointed as Company
Secretary & Compliance Officer of the company w.e.f. 16.04.2014 and
resigned w.e.f 04.09.2014 respectively.
Ms. Avni Garg, appointed as Company Secretary & Compliance Officer of
the company w.e.f. 16/10/2014 and resigned from the Company w.e.f.
31.01.2015 respectively.
Ms. Rachna Kothari has been appointed as Company Secretary & Compliance
officer of the Company w.e.f. 02.02.2015.
Declaration by an Independent Director(s) and re- appointment, if any
All Independent Directors have given declaration that they meet the
criteria of independence as laid down under Section 149(6) of the
Companies Act, and Listing Agreement.
Formal Annual Evaluation
Pursuant to the provisions of companies Act, 2013, the Board has
carried out annual performance evaluation of its own performance, the
directors individually as well the evaluation of the working of its
Audit, Nomination & Remuneration and Stakeholder committee. The manner
in which the evaluation has been carried out has been explained in
Corporate Governance Report.
NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS
The Meetings of the Board are generally held at the Registered Office
of the Company and also if necessary, in locations, where the Company
operates.
During the year under review, 17 Meetings were held on 16/04/2014,
29/04/2014, 27/05/2014, 11/06/2014, 04/08/2014, 03/09/2014, 15/09/2014,
16/10/2014, 18/10/2014, 13/11/2014, 08/12/2014, 08/01/2015, 14/01/2015,
31/01/2015, 02/02/2015, 11/02/2015 & 25/03/2015.
COMPOSITION AND MEETINGS OF AUDIT COMMITTEE DURING THE YEAR 2014-2015
Name of Member Designation Category
Ms. Sakshi Saxena Chairman Independent Director
Ms. Madhu Anand Member Non-Independent Non Executive Director
Mr. Sushil Rao
Kumar# Member Independent Director
Mr. Virender
Khanna* Member Independent Director
# Resigned from the Directorship w.e.f. 14.01.2015. *Appointed as
Director w.e.f. 14.01.2015.
COMPOSITION AND MEETINGS OF STAKEHOLDERS RELATIONSHIP COMMITTEE DURING
THE YEAR 2014-2015
Name of Member Designation Category
Ms. Sakshi Saxena Member Independent Director
Mr. Tarun Chauhan Member Non-Independent Executive Director
Mr. Sushil Rao
Kumar# Member Independent Director
Mr. Virender
Khanna* Chairman Independent Director
# Resigned from the Directorship w.e.f 14.01.2015. *Appointed as
Director w.e.f. 14.01.2015.
NOMINATION & REMUNERATION COMMITTEE
The Company has duly constituted Nomination and Remuneration Committee
to align with the requirements prescribed under the provisions of the
Companies Act, 2013.
The details of the Composition of the Nomination and Remuneration
Committee are given below:
Name of Member Designation Category
Ms. Sakshi Saxena Member Independent Director
Ms. Madhu Anand Member Non-Independent Non Executive Director
Mr. Sushil Rao
Kumar# Member Independent Director
Mr. Virender
Khanna* Chairman Independent Director
# Resigned from the Directorship w.e.f. 14.01.2015. *Appointed as
Director w.e.f. 14.01.2015.
CHANGE IN REGISTERED OFFICE
During the year under review the company change its registered office
from Flat No-6, First Floor, 40, Hanuman Road, New Delhi-110001 To Plat
No. 6, Third Floor, Office no. 304, I P Extension, Near Ajanta
Apartment, Delhi - 110092 w.e.f. January 8,2015.
CHANGE OF RTA
The Registrar & Transfer Agent of the Company has been changed from MAS
Services Limited to Big share Services Private Limited, E-2/3, Ansa
Industrial Estate, Saki Vihar Road, Saki Naka, Andheri (East), Mumbai,
Maharashtra, 400072.
DETAILS OF ESTABLISHMENT OF VIGIL MECHANISM FOR DIRECTORS AND EMPLOYEES
During the year, as per Section 177(9) read with Rule 7(1) of The
Companies (Meeting of Board and its Powers) Rules, 2014, Company is
required to establish a Vigil Mechanism for its Directors and
employees. In order to ensure that the activities of the Company and
its employees are conducted in a fair and transparent manner by
adoption of highest standards of professionalism, honesty, integrity
and ethical behavior the company has adopted a vigil mechanism policy.
This policy is explained in corporate governance report and also posted
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 covered under 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 may have a potential conflict with the interest of the
Company at large. The details of transactions with the Company and
related parties are given for information under notes to Accounts.
MANAGERIAL REMUNERATION:
Provisions relating to Managerial Remuneration as per Section 197 read
with Rule 5 of The Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014 The Board has on the recommendation
of the Nomination & Remuneration Committee framed a Policy for
Selection and appointment of Directors, Senior management and their
Remuneration. The Remuneration 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 The Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014, the Company has appointed M/s Urvashi Aggarwal
& Co Company Secretaries, (Certificate of Practice No. 14261) to
undertake the Secretarial audit of the Company for the Financial Year
2014-15 and the report is attached herewith. The Secretarial Auditor
Report provided By the Secretarial Auditor in Form No. MR-3 has been
enclosed as Annexure.
CORPORATE GOVERNANCE CERTIFICATE
As per Clause 52 of SME Listing Agreement for Listed Companies on BSE.
A Certificate from Statutory Auditors of the Company on the compliance
with Corporate Governance requirements by your Company is attached to
the Report on Corporate Governance.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
As required under Clause 52 of the Listing Agreement with the Stock
Exchanges, the Management Discussion and Analysis of the financial
condition and results of consolidated operations of the Company under
review, is annexed to Directors' Report.
MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE
FINANCIALPOSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF
THE FINANCIAL YEAR OF THE COMPANY TO WHICH THE FINANCIAL STATEMENTS
RELATE AND THE DATE OF THE REPORT
There have been no material changes and commitments which can affect
the financial position of the Company occurred between the end of the
financial year of the Company and date of this report.
DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH
REFERENCE TO THE FINANCIAL STATEMENTS
The Company has a formal system of internal control testing which
examines both the design effectiveness and operational effectiveness to
ensure reliability of financial and operational information and all
statutory / regulatory compliances. The Company has a strong monitoring
and reporting process resulting in financial discipline and
accountability.
RISK MANAGEMENT POLICY
Although the company has long been following the principle of risk
minimization as is the norm in every industry, it has now become a
compulsion.
Therefore, in accordance with Companies Act, 2013, the Board members
were informed about risk assessment and minimization procedures after
which the Board formally adopted steps for framing, implementing and
monitoring the risk management plan for the company.
The main objective of this policy is to ensure sus tainable business
growth with stability and to promote a pro-active approach in
reporting, evaluating and resolving risks associated with the business.
In order to achieve the key objective, the policy establishes a
structured and disciplined approach to Risk Management, in order to
guide decisions on risk related issues.
In today's challenging and competitive environment, strategies for
mitigating inherent risks in accomplishing the growth plans of the
Company are imperative. The common risks inter alia are: Regulations,
competition, Business risk, Technology obsolescence, Investments,
retention of talent and expansion of facilities. Business risk,
inter-alia, further includes financial risk, political risk, fidelity
risk, legal risk. As a matter of policy, 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 Companies Act, 2013 read with Rule 5(1) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014 is
annexed herewith as Annexure to this Report. The information required
pursuant to Section 197(12) read with Rule 5(2) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014 in
respect of Employees of the Company, will be provided on request. In
terms of Section 136 of the Act, the reports and accounts are being
sent to the members and others entitled thereto, excluding the
information on employees particulars mentioned in rule 5(2) of the said
rule which is available for inspection by the Members at the Registered
Office of the Company during the business hours on working days of the
Company upto the date of ensuing Annual General Meeting. If any Member
is interest in inspecting the same, such Member may write to the
Compliance officer in advance.
DETAILS PERTAINING TO REMUNERATION AS REQUIRED UNDER SECTION 197(12) OF
THE COMPANIES ACT, 2013 READ WITH RULE 5(1) OF THE COMPANIES
(APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014
The number of permanent employees as on 31st March 2015 was 3.
Average of remuneration of employees excluding KMPs - Nil
No employees remuneration for the year 2014-15 exceeded the
remuneration of any of the Directors.
Company's performance has been provided in the Directors' Report which
forms part of the Board Report
The key parameter for the variable component of key managerial
personnel(s) is linked with Company performance and Individual
performance.
The remuneration of Directors, KMPs and other employees is in
accordance with the Remuneration Policy of the Company.
STATEMENT CONTAINING THE PARTICULARS OF EMPLOYEES IN ACCORDANCE WITH
SECTION 197 OF THE COMPANIES ACT 2013 READ WITH RULE 5 OF THE COMPANIES
(APPOINTMENT AND REMUNERA TION OF MANAGERIAL PERSONNEL) RULES, 2014 AND
FORMING PAR T OF DIRECTORS' REPORT FOR THE FINANCIAL YEAR ENDED MARCH
31, 2015 -NOT APPLICABLE
NAME OF THE COMPANIES WHICH HAVE BEEN BECOME OR CEASED TO BE ITS
SUBSIDIARIES AND ASSOCIATE COMPANIES DURING THE YEAR
Since the Company has no subsidiaries as on 31st March, 2015, 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 no adverse action against the business operations of the
Company.
DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
(PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013
In order to prevent sexual harassment of women at workplace; the
provisions of Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013 are effective in the Company.
Under the said Act every company is required to set up an Internal
Complaints Committee to look into complaints relating to sexual
harassment at workplace of any women employee. The Company has in place
an Anti Sexual Harassment Policy in line with the requirements of the
Sexual Harassment of Woman at Workplace (Prevention, Prohibition and
Redressal) Act, 2013. All women employees (permanent, contractual,
temporary and trainee) are covered under this Policy.
The following is a summary of Sexual Harassment complaints received and
disposed off during the year:
a. No. of Complaints received : 0
b. No. of Complaints disposed off : 0
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 had been followed along with proper explanation
relating to material departures;
(b) the directors had selected such accounting policies and applied
them consistently and made judgments and estimates that are reasonable
and prudent so as to give a true and fair view of the state of affairs
of the company at the end of the financial year and of the profit and
loss of the company for that period;
(c) the directors had taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of this Act for safeguarding the assets 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 financial controls to be followed by the company and that such
internal financial controls are adequate and were operating
effectively.- N.A.
(f) the directors had devised proper systems to ensure compliance with
the provisions of 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 of Remuneration which requires disclosures under Section 134
of the Companies Act, 2013 and Companies (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 of the Company, Bankers, State Government, Local Bodies,
Customers, Suppliers, Executives, Staff and workers at all levels for
their continuous co- operation and assistance.
For and on behalf of board of
Dated: 22.08.2015 HPC Biosciences Limited
Place: New Delhi Sd/- Sd/-
Madhu Anand Tarun Chauhan
Director Director
DIN: 06447160 DIN: 06435943
Mar 31, 2014
Dear Members,
The Directors have great pleasure in presenting the Annual Report
together with the Audited Accounts of the Company for the year ended at
31st March, 2014.
FINANCIAL RESULTS
The summarized performance of the Company for the years 2013-14 and
2012-13 is given below:
(Rupees in Lacs)
For Financial Year Ended
Particulars 31st March, 2014 31st March, 2013
Total Income 352.61 476.95
Total Expenditure 227.03 178.99
Profit before Tax 125.58 297.96
Less: Tax Expense 1.99 0.22
Profit / (Loss) After Tax 123.58 297.74
FINANCIAL PERFORMANCE
During the year under review, Your Company has recorded a total income
of Rs. 352.61 Lacs against Rs. 476.95 Lacs in the previous year. Profit
after taxation for the financial year ended on 31st March, 2014
decreased to Rs. 123.58 against Rs. 297.74 in the previous year.
DIRECTORS
Mr. Arun Kumar Gupta, Director of the Company resigned from office of
director as on 04.10.2013 due to pre- occupancy and Mr. Sushil Rao
Kumar, has been appointed as additional director w.e.f. 05.11.2013.
Shri Sushil Rao Kumar (DIN: 06842361) retires by rotation at the
ensuing AGM under the provisions of the erstwhile Companies Act, 1956.
In terms of section 149, 150 and 152, Schedule IV read with Companies (
Appointment and Qualification of Directors), 2014 and any other
applicable provisions of the Companies Act, 2013, Shri Sushil Rao Kumar
(DIN: 06842361) being eligible himself for re-appointment as an
Independent Director for a term of five years.
INDEPENDENT DIRECTOR
Pursuant to Section 149 of the Companies Act, 2013 (new act) read with
the Rules made thereunder, the Independent Directors shall hold office
for a period of upto 5 consecutive years and shall not be liable to
retire by rotation. They may be appointed for a maximum of two
consecutive terms of upto 5 years each. In terms of Presently, Mr.
Sushil Rao Kumar and Ms. Sakshi Saxena are the Independent Directors of
the Company. As per their existing terms of appointment, all of them
are liable to retire by rotation. However, under the new act and the
Listing Agreement, they may be appointed afresh with a fixed period of
upto 5 years.
The Board considered the independence of each of the above mentioned
Directors in terms of Section 149 and Schedule IV to the Companies Act,
2013 and the Listing Agreement and was of the view that the proposed
directors fulfill the criteria of independence as mentioned in the
above provisions and can be appointed in the above provisions and can
be appointed as Independent Directors. All the proposed Directors
possess requisite qualifications, appropriate skills, experience and
knowledge in one or more fields of finance, law management, marketing,
administration, technical operations and other disciplines related to
Companys business, positive attributes, already being on the Board of
the Company and benefits that the Company will derive with their
appointment, the Board has recommended their appointment as Independent
Directors of the Company to hold office for a term of five consecutive
years commencing from the date of Annual General Meeting of the
Company.
COMPANY SECRETARY AND COMPLIANCE OFFICER
Mr. Avinash Kumar Singh, Company Secretary & Compliance Officer
resigned from the Company as on 31/01/2014.
Ms. Aditi Gupta has been appointed as Company Secretary & Compliance
officer of the Company w.e.f. 16.04.2014.
INCREASE IN AUTHORISED SHARE CAPITAL
During the year, the Company has raised its Authorized Share Capital
from Rs. 16,50,00,000/- (Rupees Sixteen Crore Fifty Lacs only) divided
into 1,65,00,000 Equity Shares of RS.10/- each to Rs. 25,00,00,000/-
(Rupees Twenty Five Crore only) divided into 2,50,00,000 (Two Crore and
Fifty Lacs only) equity Shares of Rs. 10/- each.
DIVIDEND
Your Directors feel that Company should re-invest the profit in the
business and to target growth in the existing business areas.
In order to meet its growing fund requirement and to conserve its
resources for future expansions, the Directors have decided not to
recommend the dividend for the current year.
PUBLIC DEPOSIT
The Company has not accepted any deposits during the year under review.
AUDITORS
The existing Auditors M/s. B. D. Gupta & Co, Chartered Accountants,
retire at the conclusion of the ensuing Annual General Meeting and has
shown their inability to continue as Statutory Auditors of the Company.
Also, the Company has received a letter from M/s. SINGH R. K. &
ASSOCIATES, Chartered Accountants, FRN 027247N to the effect that their
appointment, if made, would be in accordance with the Act and that they
are not disqualified for such appointment.
A Board of Directors of the company has recommended their appointment
in the ensuing Annual General Meeting.
AUDITOR''S REPORT
The observation made in the Auditors'' Report read together with
relevant notes thereon are self explanatory and hence, do not call for
any further comments under Section 217(2AA) of the Companies Act, 1956.
INDUSTRIAL RELATIONS
During the year under review, your Company enjoyed cordial relationship
with workers and employees at all levels.
SUBSIDARY COMPANIES
The Company does not have any subsidiary.
CONSOLIDATED FINANCIAL STATEMENTS
Since there is no subsidiary of the Company at present, hence no
consolidated financial statements have been prepared.
DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to the provisions of Section 217(2AA) of the Companies Act,
1956 the Directors confirm:
a) In the preparation of the annual accounts, the applicable accounting
standards had been followed along with proper explanation relating to
material departures.
b) The Directors have selected such accounting policies and applied
them consistently and made judgments and estimates that were reasonable
and prudent so as to give a true and fair view of the state of affairs
of the Company as at 31st March, 2014 and of the Profit or Loss of the
company for the year under the review.
c) That the Directors had taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of this Act, in safeguarding the assets 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.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNING
AND OUTGO
The provisions of Section 217 (1) (e) of the Companies Act, 1956 read
with Companies (Disclosure of Particulars in the Report of Board of
Directors) Rules 1988 are not applicable to the Company. Therefore,
the information relating to conservation of energy or technology
absorption etc. is not given. There has been no foreign exchange
earnings and outgo during the year under Report.
PARTICULARS OF EMPLOYEES
The provisions of section 217(2A) of the Companies Act, 1956 are not
applicable as no Employee was in receipt of remuneration to the extent
laid down therein
PERSONNEL
The Management-Employees relations remained very cordial throughout the
year. Your Directors wish to place on record their appreciation of
sincere and devoted services rendered by all the workers and staff at
all levels.
CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION & ANALYSIS REPORTS
The Corporate Governance and Management Discussion & Analysis Report,
which form an integral part of this Report, are set out as separate
Annexure, together with the Certificate from the auditors of the
Company regarding compliance with the requirements of Corporate
Governance as stipulated in Clause 52 of the Listing Agreement.
ACKNOWLEDGEMENTS
Your Company and its Directors wish to extend their sincerest thanks to
the Members of the Company, Bankers, State Government, Local Bodies,
Customers, Suppliers, Executives, Staff and workers at all levels for
their continuous co-operation and assistance.
For and on behalf of board of
Dated: 03.09.2014 HPC Biosciences Limited
Place: New Delhi
Sd/- Sd/-
Madhu Anand Tarun Chauhan
Director Director
DIN No : 06447160 DIN No.: 06435943
Mar 31, 2013
Dear Shareholders,
The Directors have great pleasure in presenting the 11th Annual
Report together with the Audited Balance Sheet as at 31st March,
2013 and Profit & Loss Account for the year ended on that date.
FINANCIAL RESULTS
(in Rupees Lakhs)
Year Ending 31st Year Ending 31st
Particulars March,2013 March, 2012
Sales 476.24 289.83
Total Income 476.96 289.83
Operating Expenses 179.00 (14.95)
EBDITA 297.96 304.78
Depreciation 132.81 12.90
Interests 0.00 0.00
Taxes 0.22 0.00
Net Profit After Tax 297.74 304.78
No. of Equity Shares 3499000 1749500
EPS 21.92 99.97
FINANCIAL PERFORMANCE
During the financial year under review, the Revenues of the
company has increased to Rs. 476.23 Lakhs as against previous
year turnover of Rs. 289.83 Lakhs. The trend of Profit after tax
shown slight fall for the year was Rs. 297.34 Lakhs as compared
to Rs. 304.78 Lakhs during the previous year ended on 31st March
2012.
DIVIDEND
Your Directors feel that Company should re-invest the profit in
the business and to target growth in the existing business
areas.
In order to meet its growing fund requirement and to conserve
its resources for future expansions, the Directors have decided
not to recommend the dividend for the current year.
INCREASE IN SHARE CAPITAL
During the year under review, your Company increased its
Authorize Shares Capital from Rs.
5.00. 00.000 divided into 50,00,000 Equity Shares of Rs. 10 each
to Rs. 16,50,00,000 divided into
1.65.00. 000 Equity Shares of Rs. 10 each.
Also, During the year under your Company allotted 12,53,800
Equity Shares, 12,36,200 Equity Shares, 9,42,500 Equity Shares,
5,17,500 Equity Shares on preferential basis on 28.12.2012,
30.12.2012, 02.01.2013 and 03.01.2013 respectively and 57,00,000
Equity shares as Bonus Issue on 03.01.2013 and 45,60,000 Equity
Shares on 14.03.2013 in the Initial Public Offer of the Company
and thereby Equity Paid up Share capital stands increased to Rs.
15,96,00,000 divided into 1,59,60,000 Equity Shares of Rs. 10/-
each.
LISTING ON SME PLATFORM
During the year, the Company came out with an Initial Public
Offering of 45,00,000 Equity Shares of the face value of Rs.
10/- each for cash at a price of Rs. 35/- per share (including a
share premium of Rs. 25/- per Equity share) aggregating to Rs.
1575 Lacs on the SME Plateform of BSE Limited in the month
March, 2013.
Your Directors are pleased to inform you that the Company''s
Equity Shares have now been listed on the SME Platform of BSE
Limited on March 19, 2013.
The Initial Public Offer Proceeds have been utilized as under:
Rs.In Lakhs Rs.In Lakhs
Proposed Actual as on
Particulars 31.03.2013
Development of Green House
cultivation 327.00 -
Development of Farm Land for
transition to Organic farming 790.00 928.50
Strengthen Supply Chain
Management 250.00 -
Procurement of farms tools and
equipments 38.00 -
General Corporate purpose 100.00 -
Issue Expenses 80.00 30.62
Balance Amount to be utilized
invested in Advance 615.88
Total 1575.00 1575.00
CHANGE IN REGISTERED OFFICE
During the year under review, Company changed its registered
office two times, and shifted its registered office to the
current address with effect from 1st December, 2012
SUBSIDIARIES
During the year, there is no Subsidiary Company of the Company.
CONSOLIDATED FINANCIAL STATEMENTS
Since there is no subsidiary of the Company at present, hence no
consolidated financial statements have been prepared
PUBLIC DEPOSITS
During the year under review, the Company has not accepted or
renewed any fixed deposits from the public.
PARTICULARS OF EMPLOYEES
Your Directors'' would like to place on record their deep
appreciation of all employees for dedicated and sincere services
rendered by them.
The Statement of employees required under Section 217(2A) of the
Companies Act, 1956 read with the Companies (Particulars of
Employees) Amendment Rules, 1975 is not required , as there is
no employee drawing salary exceeding the present limits as
provided under the Act i.e. drawing monthly remuneration
exceeding Five Lakh Rupees and annual remuneration exceeding
Sixty Lakh Rupees.
DIRECTORS
In accordance with Section 255 and 256 of the Companies Act,
1956 read with Articles of Association of the Company, Mrs.
Madhu Anand, Non executive Director of the Company retire by
rotation and being eligible offers herself for re-appointment at
the ensuing Annual General Meeting.
PARTICULARS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION &
FOREIGN EXCHANGE EARNING AND OUTGO
The provisions of Section 217 (1) (e) of the Companies Act, 1956
and the Companies (Disclosure of Particulars in the report of
Board of Directors'') Rules, 1988 regarding conservation of
energy and technology absorption are not applicable. Therefore
the information relating to conservation of energy or technology
absorption etc is not given. There has been no foreign exchange
earnings and outgo during the year under report.
AUDITORS & AUDITORS'' REPORT
M/s. Sandeep Rajeev & Associates, Chartered Accountants,
Statutory Auditors of the Company, holds office until the
conclusion of the ensuing Annual General Meeting and has vide
its letter, shown their inability to continue as Statutory
Auditor of the Company.
The Company has received letter from M/s B.D Gupta & Co.,
Chartered Accountants, Statutory Auditors, to the effect that
their appointment, if made, would be within the prescribed
limits under Section 224 (1B) of the Companies Act, 1956 and
that they are not disqualified for such appointment within the
meaning of Section 226 of the Companies Act, 1956.
A Board of directors of the company has recommended their
appointment in the ensuing Annual General Meeting to hold the
office upto the conclusion of the next Annual General Meeting.
DIRECTORS'' RESPONSIBILITY STATEMENT
Pursuant to the requirement of Section 217(2AA) of the Companies
Act, 1956, with respect to Directors'' Responsibility Statement,
the Directors hereby confirm that:-
(i) In the preparation of the annual accounts for the year ended
March 31, 2013, the applicable Accounting Standards have been
followed and proper explanations were provided for material
departures, if any.
(ii) The Directors have selected such accounting policies and
applied them consistently and made judgments and estimates that
are reasonable and prudent so as to give a true and fair view of
the state of affairs of the Company as at the end of the
financial year and of the profit of the Company for period under
review.
(iii) The Directors had taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with
the provisions of the Companies Act, 1956 for safeguarding the
assets of the Company and for preventing and detecting fraud and
other irregularities;
(iv) The Directors had prepared the annual accounts for the
financial year ended March 31, 2013, on a going concern basis.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
In terms of the provisions of Clause 52 of the SME Listing
Agreement, Management Discussion and Analysis Report is
presented in the separate section and forms an integral part of
the Annual Report.
CORPORATE GOVERNANCE
Your Company''s Equity Shares got listed on 19th March, 2013 on
SME platform of BSE Ltd. (BSE) and in terms of provisions of
Clause 52 of the SME Listing Agreement, is presented as a part
of the Annual Report.
A Certificate from the Practicing Company Secretary on the
compliance with Corporate Governance requirements by your
Company is attached to the Report on Corporate Governance.
ACKNOLEDGEMENT
Your Directors would like to express their sincere appreciation
of the co-operation and assistance received from Shareholders,
Bankers, regulatory bodies and other business constituents
during the year under review.
Your Directors also wish to place on record their deep sense of
appreciation for the commitment displayed by all executives,
officers and staff, resulting in successful performance of the
Company during the year.
For HPC Biosciences Limited
Sd/-
Tarun Chauhan
Director
DIN: 06435943
Date: 26.08.2013
Place: New Delhi
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