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Directors Report of HPC Biosciences Ltd.

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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