Banka Bioloo Ltd Directors Report.

Dear Shareholders,

Your Directors have pleasure to present the 8th Board of Directors Report, along with the Balance Sheet, Profit and Loss account and Cash Flow statements, for the financial year ended 31 March 2020.

1. Financial Performance

The standalone financial statements for the financial year ended 31 March 2020, forming part of this Annual Report, have been prepared in accordance with the applicable accounting standards.

Key highlights of financial performance of your Company for the financial year 2019-20 are provided below:

(Rs. in Rupees)
Particulars Year Ended 31 March 2020 Year Ended 31 March 2019
Revenue (net) from Operations 47,86,50,597 35,42,12,876
Other Income 45,48,776 37,28,194
Total Income 48,31,99,373 35,79,41,069
Total Expenditure 40,69,23,070 30,12,76,984
Profit Before Tax 7,62,76,302 5,66,64,085
Less: Tax Expenses 1,58,20,160 1,16,11,619
Net Profit/Loss 6,04,56,142 4,50,52,467

2. State of Affairs/ Companys Performance

Your Directors wish to present the details of business operations done during the year under review:

The Companys gross revenue from operations increased to Rs. 55,04,22,509 for financial year 2019-20 as against Rs. 42,01,73,975 in the previous year recording an increase of 31%. Our net profits increased to Rs. 6,04,56,142 in the current financial year as against Rs. 4,50,52,467 in the previous year, recording an increase of 34%.

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. Nature of Business

The Company is engaged in the activities of human waste treatment and management. During the financial year under review, there was no change in the nature of the business of the company.

4. Dividend

Pursuant to the approval of the Board of Directors on 29 June 2020, your company paid an interim dividend of Re. 0.50 per share of face value of Rs. 10 each to the shareholders who were on the register of members on 10 July 2020 being the record date fixed for the said purpose.

The Board of Directors has recommended a final dividend of Re. 0.50 per equity share of Rs. 10 (Rupees Ten) each fully paid-up (pre-bonus share) of the Company. Dividend is subject to the approval of members at the ensuing Annual General Meeting (AGM) and shall be subject to deduction of income tax at source.

5. Transfer to Reserves

Appropriations to general reserve for the financial year ended 31 March 2020 as per financial statements is as follows:

Net profit for the year Rs. 604.56 lakhs
Balance of Reserve at the beginning of the year Rs. 681.94 lakhs
Transfer to General Reserve Rs. 604.56 lakhs
Balance of Reserve at the end of the year Rs. 1286.50 lakhs

6. Transfer of unclaimed dividend to Investor Education and Protection Fund

During the financial year 2019-2020 under review, the company was not required to transfer any unclaimed dividend in its accounts.

7. Share Capital

During the year under review, your company has not issued any type of shares, the authorized share capital of the company is Rs. 5,00,00,000 divided into 50,00,000 equity shares of Rs. 10 each and paid-up Equity Share Capital of the company stood at Rs. 4,11,24,480 consisting of 41,12,448 equity shares of Rs. 10 each.

Disclosure under Companies (Share Capital and Debenture) Rules, 2014

During the financial year under review, your Company has not issued any equity shares with differential rights/sweat equity shares. Further, the Company has not granted/vested any employee stock option scheme/employee stock purchase schemes. Further, at the beginning of the year there was no outstanding options granted. Hence, there is no requirement for disclosure under Companies (Share Capital and Debenture) Rules, 2014.

8. Subsidiary Company(ies)/Associate Company(ies)/ Joint Ventures

For the financial year under review, your Company doesnt have any subsidiary/ associate/ joint venture companies. Accordingly, statement containing salient features of the financial statements of the subsidiary companies in Form AOC-1 pursuant to section 129(3) of the Companies Act, 2013 is not applicable.

However, your company, under a CSR initiative, is in the process of incorporating a section 8 nonprofit company under the name and style of "Banka Earth Foundation".

9. Board Composition and Independence Board of Directors

As on 31 March 2020, the Board comprised 5 (five) Executive Directors and 3 (three) NonExecutive Independent Directors.

Declaration by the Independent Directors

The company has received necessary declarations under 149(7) of the Companies Act, 2013, from the Independent Directors stating that they meet the prescribed criteria for independence. All Independent Directors have affirmed compliance to the code of conduct for independent directors as prescribed in Schedule IV to the Companies Act, 2013.

Opinion of the Board with regard to integrity, expertise and experience of the Independent Directors appointed during the year

The Board of the Company comprises eminent personalities and leaders in their respective fields. These Directors are nominated based on well-defined selection criteria. The Nomination and Remuneration Committee considers, inter alia, key qualifications, skills, expertise and competencies, while recommending to the Board, the candidature for appointment as Independent Director.

In case of appointment of Independent Directors, the Nomination and Remuneration Committee satisfies itself about the independence of the Directors vis-a-vis the Company to enable the Board to discharge its functions and duties effectively.

Changes in office of Directors and Key Managerial Personnel of the company

During the year under review, the following are the changes in office of Directors and Key Managerial Personnel of the company.

In accordance with the provisions of Section 152 of the Companies Act, 2013 and the Articles of Associations of the Company, Mr. Akhilesh Kumar Tripathi, Executive Director, retired by rotation and reappointed in the 7th Annual General Meeting of the Company held on 27 September 2019.

Mr. Vishal Murarka, Non-Executive Director of the Company was appointed as Executive Director and Chief Executive Officer w.e.f. 1 October 2019. Mr. Sanjay Kumar Gangwar and Mr. Kamalesh Sekhar were appointed as Independent Directors of the Company w.e.f. 1 October 2019.

Mr. Jayant Kumar, Independent Director of the Company, resigned from the Board w.e.f. 5 January 2020. Mrs. Geeta Goti, Independent Director of the Company, resigned from the Board w.e.f. 10 January 2020.

In the Board meeting held on 5 March 2020, Mr. Sanjay Banka was elected as Executive Chairman of the Company. Ms. Namita Banka resigned from the position of Chairman.

Pursuant to the provisions of Section 152 of the Companies Act, 2013 and the Articles of Associations of the Company, Mr. Sanjay Banka, Executive Director and Chairman is liable to retire by rotation in the ensuing AGM, however being eligible, offered himself for re-appointment.

10. Committees of the Board

As on 31 March 2020, the Board has three committees, the Audit Committee, the Nomination and Remuneration Committee, and the Stakeholders Relationship Committee, which are constituted as per the provisions of the Companies Act, 2013. In the Board, the details of the above-mentioned committees are as follows.

Audit Committee

An Audit Committee has been constituted in terms of Section 177 of Companies Act, 2013 and in terms of Regulation 18 of SEBI (LODR) Regulations. Audit Committee met 2 (two) times i.e. on 25 May 2019, and 14 November 2019. All the recommendations made by the Audit Committee were accepted by the Board. The Composition of the Audit Committee on 31 March 2020 is as stated below:

S. No. Name of the Member Position
1 Mr. Sanjay Kumar Gangwar Chairman
2 *Mr. Sandip Poddar Member
3 Mr. T V Rama Krishna Member

* Mr Sandip Poddar was Chairman up to 5 March 2020

* Mr. Jayant Kumar was Member up to 5 March 2020

Establishment of Vigil Mechanism

The Company has adopted a whistle-blower policy, establishing a vigil mechanism to provide a formal mechanism to the Directors and employees to report concern about unethical behaviour, actual or suspected fraud or violation of code of conduct and ethics. It also provides for adequate safeguards against the victimization of employees who avail of the mechanism and provides direct access to the Chairman of the Audit Committee in exceptional cases. The whistle-blower policy aims to conduct the affairs in a fair and transparent manner by adopting higher standards of professionalism, honesty, integrity and ethical behaviour. All permanent employees of the company are covered under the whistle-blower policy. It is affirmed that no personnel of the company have been denied access to the Audit Committee. The policy of vigil mechanism is available on the companys weblink www.bankabio.com.

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 www.bankabio.com.

Nomination and Remuneration Committee

A Nomination and Remuneration Committee has been constituted in terms of Section 178 of Companies Act, 2013 and in terms of Regulation 19 of SEBI (LODR) Regulations. During the financial year under review, Nomination and Remuneration Committee met 2 (two) times. The composition of the Nomination and Remuneration Committee as on 31 March 2020 is as stated below.

S. No. Name of the Member Position
1 Mr. Kamalesh Sekhar *Chairman
2 Mr. Sanjay Kumar Gangwar Member
3 Mr. Sandip Poddar Member

*Mr. Vishal Murarka ceased as Member w.e.f. 30 September 2019.

*Mr. Sanjay Kumar Gangwar was appointed as Member w.e.f. 1 October 2019.

*Ms. Geeta Goti was Chairman up to 10 January 2020.

*Mr. Jayant Kumar was Member up to 5 January 2020.

*Mr. Kamlesh Sekhar was appointed as Chairman of Nomination and Remuneration Committee w.e.f. 5 March 2020.

The details of the Nomination and Remuneration Policy are available at www.bankabio.com. Nomination and Remuneration Policy is enclosed as Annexure - VI to the Board Report.

Stakeholders Relationship Committee

The terms of reference of Stakeholders Relationship Committee inter alia include resolving the grievances of the security holders of the listed entity, including complaints related to transfer/ transmission of shares, non-receipt of annual report, non-receipt of declared dividends, issue of new/duplicate certificates, general meetings etc., review of measures taken for effective exercise of voting rights by shareholders, review of adherence to the service standards adopted by the listed entity in respect of various services being rendered by the Registrar & Share Transfer Agent, review of the various measures and initiatives taken by the listed entity for reducing the quantum of unclaimed dividends and ensuring timely receipt of dividend warrants/annual reports/statutory notices by the shareholders of the company.

The remit of the Stakeholders Relationship Committee is to consider and resolve the grievances of the security holders of the Company, including complaints relating to transfer and transmission of securities, non-receipt of dividends, and such other grievances as may be raised by the security holders from time to time. The composition of the Stakeholders Relationship Committee as on 31 March 2020 is as stated below.

S. No. Name of the Member Position
1 Mr. Sandip Poddar Chairman
2 Mr. Vishal Murarka Member
2 Mr. Akhilesh Kumar Tripathi Member

* Mr. Jayant Kumar was Chairman up to 5 January 2020

* Ms. Geeta Goti was Member up to 10 January 2020

* Mr. Sanjay Banka was Member up to 5 March 2020

* Mr. Sandip Poddar was appointed as Chairman w.e.f. 5 March 2020

* Mr. Vishal Murarka and Mr. Akhilesh Kumar Tripathi were appointed as Members w.e.f. 5 March 2020

11. Meeting of the Board of Directors

The Board meetings are normally held on a quarterly basis. During the Financial Year under review, the Board of Directors met 6 (six) times: on 10 May 2019, 25 May 2019, 26 August 2019, 14 November 2019, 17 November 2019 and 5 March 2020. The maximum interval between any two meetings did not exceed 120 days.

12. Directors Responsibility Statement

In terms of Section 134(5) of the Companies Act, 2013 and in relation to the audited financial statements of the Company for the year ended 31 March 2020, the Board of Directors hereby confirms that:

a) In the preparation of the annual accounts, the applicable accounting standards have been followed, along with proper explanation relating to material departures;

b) Such accounting policies as mentioned in the notes to the financial statements have been selected and applied consistently and judgments and estimates that are reasonable and prudent made, so as to give a true and fair view of the state of affairs of the Company at the end of the financial year 2019-20, and of the profit or loss of the Company for that period;

c) Proper and sufficient care have been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) The annual accounts for the financial year 2019-20 have been prepared on a going concern basis;

e) Proper internal financial controls were in place and that the financial controls are adequate and are operating effectively;

f) Proper systems have been devised to ensure compliance with the provisions of all applicable laws that were in place and were adequate and operating effectively.

13. Statutory Auditors

The Company has appointed PRSV & Co. LLP, Chartered Accountants (firm registration number S200016), as 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. The Auditors have confirmed that they are not disqualified from continuing as Auditors of the Company. The Notes on financial statement referred to in the Auditors Report are self-explanatory and do not call for any further comments. The Auditors Report for the financial year 2019-2020 does not contain any qualification, reservation, adverse remark or disclaimer.

14. 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 P. S. Rao & Associates, Practicing Company Secretaries, to undertake the Secretarial Audit of the Company. The Secretarial Audit Report is annexed herewith as ‘Annexure - IV to this report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

15. Internal Auditors

The company has appointed PAV & Associates LLP as Internal Auditors of the Company.

16. Cost Audit/ Maintenance of Cost Records

For the financial year 2019-20, your company is required to maintain cost records as specified by the central government under sub-section (1) of section 148 of the Companies Act, 2013, is in respect of the activities carried on by the company. However, Cost Audit as specified under rule 4 of the Companies (Cost Records and Audit) Rules, 2014 is not mandatory.

17. Internal Financial Control Systems and their Adequacy

The Company has adequate internal control systems and procedures designed to effectively control its operations. The internal control systems are designed to ensure that the financial and other records are reliable for the preparation of financial statements and for maintaining assets. The Company has well-designed standard operating procedures considering the essential components of internal control as stated in the Guidance Note on Audit of Internal Controls over Financial Reporting, issued by the Institute of Chartered Accountants of India. Internal Auditor conduct audit, covering a wide range of operational matters and ensuring compliance with specified standards. Planned periodic reviews are carried out by Internal Audit. The findings of Internal Audit are reviewed by the top management and by the Audit Committee of the Board of Directors. Based on the deliberations with Statutory Auditors to ascertain their views on the financial statements, including the Financial Reporting System and Compliance to Accounting Policies and Procedures, the Audit Committee was satisfied with the adequacy and effectiveness of the Internal Controls and Systems followed by the company.

18. 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 Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and the rules made thereunder.

19. Public Deposits

During the financial year 2019-20, your Company has not accepted any deposit that falls within the scope of Sections 73 and 74 of the Companies Act, 2013 read together with the Companies (Acceptance of Deposits) Rules, 2014. Further, there are no amounts outstanding at the beginning of financial year 2019-20, which can be classified as ‘Deposits in terms of Section 73 of the Companies Act, 2013 read with Companies (Acceptance of Deposit) Rules, 2014.

20. 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 their mitigation processes/measures are being formulated in areas of operations, recruitment, financial processes and reporting, human resources and statutory compliance.

21. Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo

The details regarding energy conservation, technology absorption, foreign exchange earnings and outgo as required by section 134(3) (m) of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014 are given as "Annexure - II" and forms part of this report.

22. Material Changes and Commitments Affecting Financial Position of the Company from the end of the Financial Year till the Date of the Report

There are no material changes and commitments affecting the financial position of the Company, occurred between the end of the financial year of the company to which the financial statements relate and the date of the report.

23. Particulars of Contracts or Arrangements with Related Parties

Information on transactions with related parties pursuant to Section 134(3)(h) of the Act, read with rule 8(2)of the Companies (Accounts) Rules, 2014 and Pursuant to SEBI (LODR) Regulations are given in Form AOC-2 and form part of this Directors (Board) Report as "Annexure-I" and under Note 27 to financial accounts.

24. Significant and Material Orders Passed by the Regulators or Courts or Tribunals

During the year under review, there was no significant and material order passed by the regulators or courts or tribunals impacting the going concern status and Companys operations in future.

25. 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 provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, and the rules made thereunder. Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees are covered under this policy.

During the financial year ended 31 March 2020, the Company has not received any complaint pertaining to sexual harassment of employees. The Company has complied with provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

26. Disclosures in Respect of Voting Rights not Directly Exercised by Employees

There are no shares held by trustees for the benefit of employees and hence no disclosure under Rule 16(4) of the Companies (Share Capital and Debentures), 2014 has been furnished.

27. Performance Evaluation

Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015, the Board has carried out annual performance evaluation of its own performance, the Directors individually, as well as the evaluation of the working of its Audit, Nomination and Remuneration, and Stakeholders Relationship Committees.

After taking into consideration inputs received from the Directors, covering various aspects of the Boards functioning, such as adequacy of the composition of the Board and its Committees, Board culture, execution and performance of specific duties, obligations and governance.

A separate exercise was carried out to evaluate the performance of individual Directors, including the Chairman of the Board, who were evaluated on parameters such as level of engagement and contribution, independence of judgments, safeguarding the interest of the Company and its minority shareholders etc.

The performance evaluation of the Independent Directors was carried out by the entire Board. The performance evaluation of the Chairman and the Non-Independent Directors was carried out by the Independent Directors, who also reviewed the performance of the Secretarial Department. The Directors expressed their satisfaction with the evaluation process.

28. Industrial Relations

Yours Directors are happy to report that the industrial relations have been cordial at all levels throughout the year. Your directors record their appreciation for all the efforts, support and cooperation of all employees being extended from time to time.

29. Listing at Stock Exchanges

The equity shares of your Company are listed on NSE. The listing fee has been paid for the year 2019-20.

30. Human Resources

Your Company considers its human resources as the key to achieve its objectives. Keeping this in view, your Company takes utmost care to attract and retain quality employees. The employees are sufficiently empowered and such work environment propels them to achieve higher levels of performance. The unflinching commitment of the employees is the driving force behind the Companys vision. Your Company appreciates the spirit of its dedicated employees.

31. Extract of Annual Return

The extract of the Annual Return in Form MGT-9 as provided under Section 92(3) of the Companies Act, 2013 is annexed as "Annexure - V" to this Report and also available at www.bankabio.com.

32. Information to be Furnished under Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014

Not applicable, as no employee of the Company is in receipt of such remuneration specified under above-stated rule.

33. Disclosures as Required under Para A of Schedule V of SEBI (Listing Obligations and Disclosure) Requirements) Regulations, 2015

a) Details of transaction(s) of your Company with entity(ies) belonging to the promoter/ promoter group, which hold more than 10% shareholding in the Company as required under Para A of Schedule V of the SEBI (Listing Obligations and Disclosure) Requirements) Regulations, 2015. Please refer to Notes to the Financial Statements.

b) Management Discussion & Analysis Report

The Management Discussion and Analysis Report as required under Regulation 34 & Schedule V of SEBI (LODR) and enclosed as "Annexure - III" to this Directors (Board) Report.

c) Disclosure of Accounting Treatment

The financial statements for financial year 2019-20 have been prepared as per the applicable accounting standards.

d) Disclosures with Respect to Demat Suspense Account/ Unclaimed Suspense Account

During the financial year there were no such demat suspense account/ unclaimed suspense account.

e) Corporate Governance and other Disclosures as Required under Schedule V of SEBI (LODR) Regulations, 2015

Your company, being listed on the SME platform of the Stock Exchange, the compliance with the corporate governance provisions as specified in para C, D and E of Schedule V do not apply.

34. 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 Bala Aditya Yanamandra, Company Secretary, as the Compliance Officer under the code.

Acknowledgement

Your Directors place on record their gratitude to the central government, various state governments and Companys bankers and advisors for their 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 companys 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.