Dear Shareholders,
The directors have pleasure in presenting their 6th Annual Report on the business and operations of the company together with the audited financial statements for the year ended 31st March, 2018.
1. Financial Highlights
The Company’s operations during the year ended March 31,2018 are summarized in the table below
Particulars
|
Year Ended March 31, 2018
|
Year Ended March 31, 2017
|
Income from Operations
|
16,53,07,695
|
15,05,32,390
|
Other income
|
16,41,273
|
10,50,571
|
Total income
|
16,69,48,967
|
15,15,82,961
|
Total Expenditure
|
14,12,07,774
|
13,46,60,527
|
Profit Before Tax
|
2,57,41,194
|
1,69,22,434
|
Less: Tax expenses
|
68,32,562
|
65,51,524
|
Net Profit/Loss
|
1,89,08,632
|
1,03,70,910
|
2. State of Affairs/ Company’s Performance
Your Directors wish to present the details of business operations done during the year under review:
The Company’s Revenue from operation for FY 2018 is Rs. 18,02,64,285/- (after taxes Rs.16,53,07,695/ -) increased during the year under review when compared with previous year revenue of Rs.16,04,53,555/- (after taxes Rs.15,05,32,390/).The profit before tax for the financial year under review is Rs. 2,57,41,194/- as against Rs. 1,69,22,434/-for the previous financial year 2017.
Your Directors express their satisfaction on the overall financial performance and the progress made on different areas by the Company during the year under review.
3. Initial Public Offering and Utilization of IPO Proceeds
During the year under review, the Company has completed an Initial Public offering (“IPO”) of its shared consisting of a fresh offer of 10,98,000 equity shares of Rs.10/- each at Rs. 115/- per share (Including a premium of Rs.105/- per share).The equity shares of the Company were listed on National Stock Exchange (Emerge) platform for SME listing effective from February 27,2018
4. Dividend
Your Directors would like to use the profits earned for the purpose of enhancing business and hence do not propose any dividend for the financial year under review 2017-18.
5. Transfer to reserves
No amount has been transferred to reserves and the profit for the year has been retained in the profit and loss account.
6. Transfer of unclaimed dividend to investor education and protection fund
The provision of Section 125 of Companies Act,2013 is not applicable as the Company did not declare any dividend.
7. Share Capital
As on March 31, 2018, the authorized share capital of the Company is Rs. 5,00,00,000/- divided into 50,00,000 equity shares of Rs. 10/- each
During the year under review, the Company has allotted:
a. 28,88,846 Equity Shares of 1 10 each pursuant to bonus issue as on 27th October, 2017
b. 10,98,000 Equity Shares of 1 10 each pursuant to an initial public offering of the Company as on 23rd January 2018.
As on March 31, 2018, the paid-up share capital of the Company stood as 1 4,11,24,480 consisting of 4112448 equity shares of 1 10 each.
8. Particulars of loans, guarantees and investments
During the year under review, your Company has not made any investment, given any loan or guarantee falling within the meaning of section 186 of the Companies Act, 2013 and the rules made thereunder.
9. Public deposits
During the financial year under review your company has not accepted any deposits falling within the meaning of Section 73 of Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014.
10. Particulars of contracts or arrangements with related party
During the year under review, there were no transactions entered with Related Parties under the provisions of Section 188 of the Companies Act, 2013 and the Rules made thereunder. Thus, disclosure in form AOC-2 in terms of Section 134 of the Companies Act, 2013 is not required.
Further, there are no material related party transactions during the year under review with the Promoters, Directors or Key Managerial Personnel. The Company has developed a framework through Standard Operating Procedures for the purpose of identification and monitoring of such Related Party Transactions.
11. Risk Management
Risk management is the process of identification, assessment and prioritization of risks followed by coordinated efforts to minimize, monitor and mitigate/control the probability and/or impact of unfortunate events to maximize the realization of opportunities. The company has initiated a process of preparing a comprehensive risk assessment and minimization procedure. These procedures are meant to ensure that executive management controls risk through means of a properly defined framework. The major risks are being identified by the company and its mitigation process/measures being formulated in areas of operations, recruitment, financial processes and reporting, human resources and statutory compliance.
12. Management discussion and analysis
The management discussion and analysis report for the year under review as stipulated in SEBI Listing Regulations is presented in a separate section forming part of this annual report.
13. Conservation of energy, technology absorption, foreign exchange earnings and outgo
The company being in the service industry does not have any power generation units and did not produce/generate any renewable or conventional power. The foreign exchange out flow on of the company for the year is Rs.1495466/- (Previous year Rs.106083/-)
14. Material changes and commitment affecting financial position of the company from the end of the financial year till the date of the report
There is no material changes and commitment affecting financial position of the company for the financial year 2017-18.
15. Disclosure under sexual harassment of women at workplace (prevention, prohibition, and redressal) Act,2013
The company is committed to provide a safe and conducive work environment to its employees and has adopted a policy on prevention, prohibition and redressal of sexual harassment at workplace in line with the provision of the sexual harassment of women at workplace (prevention, prohibition and redressal) Act,2013 and the rules made thereunder.
During the year under review, no complaints were reported as on date.
16. Committees of the board
As on March 31,2018, the Board has three committees, the audit committee, the nomination and remuneration committee, the stakeholders relationship committee which are constituted as per the provisions of the Companies Act,2013, the details of the above mentioned committees are as follows
Audit Committee
S. No
|
Name of the Member
|
Position
|
1
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Mr. SandipPoddar
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Chairman
|
2
|
Mr. Jayant Kumar
|
Member
|
3
|
Mr. T V Rama Krishna
|
Member
|
Nomination and Remuneration Committee
S. No
|
Name of the Member
|
Position
|
1
|
Mrs. GeetaGoti
|
Chairman
|
2
|
Mr.Jayant Kumar
|
Member
|
3
|
Mr. Vishal Murarka
|
Member
|
Stakeholders’ relationship committee
S. No
|
Name of the Member
|
Position
|
1
|
Mr. Jayant Kumar
|
Chairman
|
2
|
Mrs. GeetaGoti
|
Member
|
3
|
Mr. Sanjay Banka
|
Member
|
17. Meeting of the board of directors
During the financial year ended on 31 March 2018, Seven (7) board meeting held on 25th April 2017, 26th June 2017, 2nd August 2017, 3rd October 2017, 30th October 2017, 15th November 2017, 5th March, 2018
18. Details of directors or key managerial personnel who were appointed or have resigned during the financial year 2017-18
In accordance with the provisions of Section 152 of the Companies Act, 2013 and the Articles of Associations of the Company Ms. Namita Sajnay Banka, Managing Director, retire by rotation at the ensuring Annual General Meeting and being eligible, offer herself for reappointment. A brief profile of the director seeking re-appointment form part of the notice of the ensuring Annual General Meeting.
The following directors and key managerial personnel were appointed during the year under review
Date of appointment
|
DIN /PAN
|
Name
|
Designation
|
01/11/2017
|
07977695
|
Tadepalli Venkata Rama Krishna
|
Whole-time director
|
01/11/2017
|
06866598
|
Geeta Goti
|
Independent Director
|
01/11/2017
|
07864347
|
Sandip Poddar
|
Independent Director
|
01/11/2017
|
00580260
|
Jayant Kumar
|
Independent Director
|
01/11/2017
|
ACCPT9754A
|
Tadepalli Venkata Rama Krishna
|
CFO
|
15/11/2017
|
ABYPY4949B
|
Sri Bala Aditya Yanamandra
|
Company Secretary
|
On 01/11/2017, Namita Sanjay Banka was appointed as Managing Director and Sanjay Banka, Akhilesh Kumar Tripathi was appointed as Whole-Time Director and Vishal Murarka was re-designated as nonexecutive director of the company.
19. Declaration by the independent directors
During the year under review, the independent directors of the company have submitted their disclosures to the board that they fulfil all the requirements as stipulated in Section 149(6) of the Companies Act, 2013 so as to qualify themselves to be appointed as independent directors under the provisions of the Companies Act, 2013 and the relevant rules.
20. Directors responsibility statement
Pursuant to Section 134(5) of the Companies Act, 2013, the Board of Directors, to the best of their Knowledge and ability, confirm that:
i. In preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;
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 at the end of the financial year and of the profit and loss of the company for that period.
iii. The directors have 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.
iv. The directors have prepared the annual accounts on a going concern;
v. The directors have laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively;
vi. The directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.
Based on the framework of internal financial controls and compliance systems established and maintained by the company, work performed by the statutory and external consultants and the reviews performed by management and the relevant board committees, including the audit committee, the board is of the opinion that the Company’s internal financial controls were adequate and effective during the financial year 2017-18.
21. Insider trading regulations
Based on the requirements under SEBI (Prohibition of Insider Trading) Regulations, 1992, as amended from time to time, the code of conduct for prohibition of insider trading, as approved by the board is implemented by the company. The company also adopts the concept of trading window closure, to prevent its directors, officers, designated employees, their relatives and other employees from trading in the securities of the company at the time when there is unpublished price sensitive information. The board has appointed Mr. Sri BalaAdityaYanamandra, Company Secretary as the Compliance Officer under the code.
22. Extract of Annual Return
In accordance with Section 134(3)(a) of the Companies Act, 2013, an extract of the annual return of the company for the financial year ended March 31,2018 is enclosed as Annexure I.
The extract of the annual return of the company is also hosted on the company’s website at http:// www.bankabio.com/
23. Statutory auditors
Pursuant to the provisions of Section 139 and 142 of the Companies Act, 2013 and the rules made thereunder, including any statutory modification(s) or re-enactment(s) thereof for the time being in force, M/s. PRSV& Co. LLP., Chartered Accountants (Firm Registration No. S200016), the Statutory Auditors of the Company, to hold the office from the conclusion of the 5th Annual General Meeting of the Company to the conclusion of the 10th Annual General Meeting to be held in 2022. However, their appointment as Statutory Auditors of the Company is subject to ratification by the Members at every Annual General Meeting. Accordingly, a resolution seeking Members’ ratification on appointment of M/ s. PRSV& Co. LLP Chartered Accountants, bearing firm registration No. S200016, as the Statutory Auditors of the Company.
24. Auditors’ report
The auditors’ Report for fiscal 2018 does not contain any qualifications, reservations or adverse remarks. The Auditors’ Report is enclosed with the financial statements in this Annual Report.
25. Secretarial Audit
Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s. P.S. Rao & Associates, a firm of Company Secretaries in Practice to undertake the Secretarial Audit of the Company. The Secretarial Audit Report is annexed herewith as ‘Annexure II’ to this report.
26. Internal financial control
Your board has adopted the policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to the company’s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of accounting records, and the timely preparation of reliable financial disclosures. Your directors express their satisfaction and states that the company is having the adequate internal finance control system to the size of its operation.
27. Details of significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and company’s operations in future
During the year under review, there were no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and company’s operations in future.
28. Whistle blower policy
The company has established a vigil mechanism for reporting concerns through the whistle blower policy of the company. The policy provides for a framework and process, for the employees and directors to report genuine concerns or grievances about illegal and unethical behaviour. The whistle blower policy is available on the website of the Company (http://www.bankabio.com/)
29. Particulars of employees
The information required under section 197 of the Companies Act, 2013 read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are given below:
a. The ratio of the remuneration of each director to the median remuneration of the employees of the Company for the Financial Year:
Name of the Director
|
Ratio to median remuneration
|
Namita Sanjay Banka
|
16.25 Times
|
Sanjay Banka
|
20.83 Times
|
Akhilesh Kumar Tripathi
|
11.66 Times
|
Venkata Rama Krishna Tadepalli
|
5.83 Times
|
“The company has not paid any remuneration to the non-executive directors of the company for the financial year 2017-18.”
b. The percentage increase in remuneration of each director, Chief Executive Officer, Chief Financial Officer, Company Secretary in the Financial Year.
Director, Chief Executive Officer, Chief Financial Officer and Company Secretary
|
% increase in remuneration in the financial year
|
Namita Sanjay Banka
|
21.72%
|
Sanjay Banka
|
46.47%
|
Akhilesh Kumar Tripathi
|
16.67%
|
Sri BalaAdityaYanamandra is appointed as company secretary of the company on 15th November 2017.
Sri Venkata Rama Krishna Tadepalli is appointed as Whole Time Director and CFO from 1st November 2017.
c. The number of permanent employees on the rolls of Company: 402 (only core employee is considered).
d. The Ratio of the remuneration of the highest paid director to that of the employees who are not directors but receive remuneration in excess of the highest paid director during the year:None.
e. Affirmation that the remuneration is as per the remuneration policy of the Company:
The Company affirms remuneration is as per the remuneration policy of the Company.
30. Green initiatives
The company sends the annual report to its members in electronic form, whose email addresses are registered with the company/depository participants(s). For members who have not registered email addresses, physical copies are sent in the permitted mode.
In case of any change in your email address, you are requested to please inform the same to your Depository (in case you hold the shares in dematerialized form) or to the Company/RTA (in case you hold the shares in physical form).
31. Acknowledgement
Your directors place on record their gratitude to the Central Government, various State Governments and Company’s Bankers and advisors for the valuable advice, guidance, assistance, cooperation and encouragement they have extended to the Company from time to time. The Directors also take this opportunity to thank the company’s customers, suppliers and shareholders for their consistent support to the Company.
We place on record our appreciation for the contribution made by our employees at all levels. Our consistent growth was made possible by their hard work, solidarity, cooperation and support.
By Order of the Board
For, Banka BioLoo Limited
Sd/- Sd/-
NAMITA SANJAY BANKA T.V. RAMA KRISHNA
Managing Director Whole-time Director
DIN: 05017358 DIN: 07977695
Hyderabad, 25th August, 2018
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