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Biopac India Corporation Ltd.

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Apr 08, 16:00
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Annual Report

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Director’s Report

Dear MEMBERS The Directors have pleasure in presenting their 27th Annual Report and Audited Accounts for the year ended 31st March 2015. Financial Results [Rs. In Lacs] Particulars Year ended Year ended 31.03.2015 31.03.2014 Gross Revenues 6473.57 5767.12 Profit / (Loss) before Interest, Depreciation and Tax 742.17 762.64 Financial Expenses 165.73 168.83 Depreciation & Amortization 492.88 485.15 (Loss)/ Profit Before Tax 83.56 108.66 Taxation for the year 47.00 21.40 (Loss)/ Profit After Tax 36.56 87.26 Deferred Tax Adjustment (50.97) (20.86) Net (Loss) Profit after Deferred Tax Adjustment 87.53 108.12 Profit/(Loss) brought forward from previous year 179.17 71.05 Balance carried forward 266.7 179.16 Note: Previous year figures have been regrouped wherever considered necessary. Dividend To conserve the resources, your Directors do not recommend any Dividend for the year under review. Operations The total revenue of the Company during the year 2014-15 was Rs. 6473.57 Lacs as compared to Rs. 5767.12 Lacs of previous fiscal year. The Cash Profit was Rs. 742.17 Lacs whereas net profit after tax was Rs. 87.53 Lacs during the year under review. Products & Business The Company''s main business is Food Service Disposables. Your company continues to be market leader in India. During the year Company has successfully completed erection of new project for manufacturing of Food Storage Container at its factory situated at Silvassa. The commercial production of these new products commenced w.e.f.01.05.2015. These Food Storage Container are manufactured in India for the first time, through unique process of Thermoforming, which gives the Company, ability to do mass production at extremely low cost. The Company also manufactures three Compartment Lunch Box suitable for Office, School as well as a Picnic lunch box. Exports During the year the Company achieved an Export Turnover of Rs. 866.44 Lacs as compared to Rs. 850.33 Lacs in the previous year. Reserves There is no amount has been proposed to carry to Reserves. Directors'' Responsibility Statement [Section 134 (5)] Your Directors state that: a) in the preparation of the annual accounts for the year ended March 31, 2015, the applicable accounting standards have been followed and there are no material departures from the same; b) 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 March 31, 2015 and of the profit of the Company for the year ended on that date; c) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for 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; e) the Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and f) the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively. Directors and Key Managerial Personnel Mrs. Smita Sanghavi (DIN:00240592), the Director of the Company retires by rotation at the ensuring Annual General Meeting and being eligible offers herself for re-appointment. The Board recommends her re-appointment. The term of Mr. Pankaj Doshi, Managing Director of the Company will expire on 31st December, 2015. The Board of Directors, at its meeting held on 7th August, 2015 and on the recommendation of the Nomination and Remuneration Committee has re-appointed Mr Pankaj Doshi, Managing Director of the Company for a further period of 3 years w.e.f. 1st January, 2016. During the year under review, the members approved the appointments of Shri Hemant Bhuta, Shri Mehul Patel and Shri R S Maker as Independent Directors who are not liable to retire by rotation. The members have also re-appointed Shri Harish Doshi as the whole-time Directors of the Company. During the year under review, Mr Nikunj Kiri has resigned from the post of Company Secretary of the Company and Mr. Manish Navalakha has been appointed as Chief Financial Officer of the Company. The Company has received declarations from all the Independent Directors of the Company confirming that they meet with the criteria of independence as prescribed both under the Act and Clause 49 of the Listing Agreement with the Stock Exchanges. The details of programmes for familiarisation of Independent Directors with the Company, their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, business model of the Company and related matters are put up on the website of the Company. The following policies of the Company are put up on the website of the Company a) Policy for selection of Directors and determining Directors independence; and b) Remuneration Policy for Directors, Key Managerial Personnel and other employees. Meetings of the Board The Board of Directors duly met Five times on 2nd April,2014, 18th April, 2014, 4th August,2014, 16th October,2014 and 31st January,2015. Board Evaluation The Board of Directors has carried out an annual evaluation of its own performance, Board committees and individual Directors pursuant to the provisions of the Act. The performance of the Board was evaluated by the Board after seeking inputs from all the Directors on the basis of the criteria such as the Board composition and structure, effectiveness of Board processes, information and functioning, etc. The performance of the committees was evaluated by the Board after seeking inputs from the committee members on the basis of the criteria such as the composition of committees, effectiveness of committee meetings, etc. The Board and the Nomination and Remuneration Committee (NRC) reviewed the performance of the individual Directors on the basis of the criteria such as the contribution of the individual Director to the Board and committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc. In addition, the Chairman was also evaluated on the key aspects of his role. In a separate meeting of independent Directors, performance of non-independent Directors, performance of the Board as a whole and performance of the Chairman was evaluated, taking into account the views of executive Directors and non-executive Directors. The same was discussed in the Board meeting that followed the meeting of the independent Directors, at which the performance of the Board, its committees and individual Directors was also discussed. Internal Financial Controls The Company has in place adequate internal financial controls with reference to financial statements. During the year, such controls were tested and no reportable material weakness in the design or operation were observed. Audit Committee The Audit Committee comprises of Independent Directors namely of Mr. Mehul Patel, Mr. R. S. Maker and Mr. Hemant Bhuta. The Chairman of the Committee is Mr. Mehul Patel. All the recommendations made by the Audit Committee were accepted by the Board. Auditors The terms of office of M/s. Shah, Shah & Shah as the Auditors of the Company will expire at the conclusion of the ensuing Annual General Meeting of the Company and being eligible offer themselves for re-appointment as Auditors of the Company. The Company has received a certificate from the Auditors to the effect that their appointment, if made, would be within the prescribed limits under Section 141 of the Companies Act, 2013. The members are requested to appoint the Auditors and authorize the Board to fix their remuneration. The Audit Report does not contain any qualification, reservation or adverse remark. Secretarial Auditor The Board has appointed Mr. Prashant Diwan, Practicing Company Secretary, to conduct Secretarial Audit for the financial year 2014-15. The Secretarial Audit Report for the financial year ended March 31, 2015 is annexed herewith marked as Annexure I to this Report. The Secretarial Audit Report contain non-compliance of Section 203(1)(iii) of the Companies Act, 2013. However there is no reservation or adverse remark. As regards the observations made in Secretarial Audit Report the Directors clarify as under. The company is in process of appointing a company secretary. Fixed Deposits The Company has not accepted any Deposits from the Public during the year. Particulars of Loans given, Investments made, Guarantees given and Securities provided under section 186 of the Companies Act, 2013 There was no loans and guarantees given, no investments made and no securities provided by the Company under Section 186 of the Companies Act, 2013 during the year under review and hence the said provision is not applicable. Particulars of Contracts or Arrangements made with Related Parties. There was no contract or arrangements made with related parties as defined under Section 188 of the Companies Act, 2013 during the year under review. Subsidiaries, Joint Ventures and Associate Companies The Company does not have any Subsidiary, Joint venture or Associate Company. Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo The particulars relating to conservation of energy, technology absorption, foreign exchange earnings and outgo, as required to be disclosed under the Act, are provided in Annexure II to this Report. Extract of Annual Return Extract of Annual Return of the Company is annexed herewith as Annexure III to this Report. Particulars of Employees and related disclosures The particulars of employees required to be furnished pursuant to Section 197(12) of the Companies Act, 2013 read with sub-rules 2 and 3 of Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is annexed herewith as Annexure IV to this Report. However, as per the provisions of Section 136 of the Companies Act, 2013, read with sub-rules 2 and 3 of Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Annual Report excluding the statement of particulars of employees, is being sent to all members of the Company. Any member interested in obtaining a copy of the said statement may write to the Compliance officer of the company at the Registered Office of the Company. Corporate Governance In terms of Clause 49 of the Listing Agreement entered into with the Stock Exchanges at Mumbai, a Report on Corporate Governance and Certificate from the Auditors of the Company is given in the Annexure V which form part of the Directors'' Report. As regards the observations made in auditors Certificate on Corporate Governance the Directors clarify as under. The company is in process of appointing a company secretary Management Discussions and Analysis A brief note on Management Discussions and Analysis of the results for the year under review is given in Annexure VI which forms part of the Directors'' Report. Corporate Responsibility Statement (CSR): Your Directors state that the provisions of Section 135 of the Companies Act, 2013 regarding the provisions Corporate Social Responsibility is not applicable to the Company as the Company is not falling under the said parameters. Disclosures: Vigil Mechanism The Vigil Mechanism of the Company, which also incorporates a whistle blower policy in terms of the Listing Agreement, includes an Ethics & Compliance Task Force comprising senior executives of the Company. Protected disclosures can be made by a whistle blower through an e-mail, or dedicated telephone line or a letter to the Task Force or to the Chairman of the Audit Committee. The Policy on vigil mechanism and whistle blower policy may be accessed on the Company''s website. General Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review: 1. No material changes and commitments affecting the financial position of the Company occurred between the end of the financial year to which this financial statements relate on the date of this report. 2. The Company does not have any Risk Management Policy as the elements of risk threatening the Company''s existence is very minimal. 3. No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Company''s operations in future. 4. Your Directors further state that during the year under review, there were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. Acknowledgement Your Directors take this opportunity to thank all employees of the Company for their hard work, dedication and commitment and appreciate the co-operation received from the Bankers and other Government authorities during the year under review. For and on behalf of the Board Harish Doshi Chairman DIN No: 00873796 Place: Mumbai Date: 7th August 2015

Director’s Report