[For the year ended 31 March 2023]
Dear Shareholders,
Your directors have the pleasure to present the 11th Directors Report, along with the
audited financial statements (both standalone and consolidated), for the financial year
ended 31 March 2023 ("the period under review").
Financial Performance
The financial statements (both standalone and consolidated) for the financial year
ended 31 March 2023, forming part of this Annual Report, have been prepared in accordance
with the applicable accounting standards.
Key highlights of the financial performance of your Company for the financial year
2022-23 are provided below.
|
Standalone |
Consolidated |
| Particulars |
Year Ended 31 March 23 |
Year Ended 31 March 22 |
Year Ended 31 March 23 |
Year Ended 31 March 22 |
| Revenue (net) from Operations |
42,14,32,324 |
38,63,38,231 |
42,34,97,812 |
38,75,08,231 |
| Other Income |
81,23,595 |
45,36,753 |
70,10,896 |
45,36,753 |
| Total Income |
42,95,55,919 |
39,08,74,985 |
43,05,08,708 |
39,20,44,985 |
| Total Expenditure |
38,80,77,929 |
35,82,75,271 |
39,50,79,647 |
35,92,26,751 |
| Profit Before Tax |
4,14,77,990 |
3,25,99,714 |
3,54,92,790 |
3,30,89,280 |
| Less: Tax Expenses |
1,07,14,290 |
20,12,988 |
1,02,70,938 |
20,12,833 |
| Net Profit |
3,07,63,700 |
3,05,86,726 |
2,52,21,852 |
3,10,76,447 |
State of Affairs/ Companys Performance
Your Directors wish to present the details of business operations done during the year
under review.
Standalone Financial Results:
During the Financial Year (FY) 2022-23, the Company has achieved gross revenue from
operations of Rs. 42,14,32,324 as compared to Rs. 38,63,38,231 in the previous year,
recording an increase of 9.08%. The net profits increased to Rs. 3,07,63,700 for the
financial year 2022-23, as against Rs. Rs. 3,05,86,726 in the previous year, recording an
increase of 0.58%.
Consolidated Financial Results:
The consolidated revenue for the FY 2022-23 was Rs. 42,34,97,812 and the consolidated
net profit for the FY 2022-23 stood at Rs.2,52,21,852.
Subsidiaries, Joint Ventures and Associates
The Company has two wholly-owned subsidiary and two associates as on 31 March 2023 as
mentioned below -
| # |
Name of the Subsidiary/ Joint Venture/ Associate |
Relationship |
Date and Place of Incorporation |
| 1 |
Enzotech Solutions Private Limited (Material Subsidiary) |
Wholly-owned Subsidiary |
26/04/2006 Tamil Nadu, India |
| 2 |
Megaliter Varunaa Private Limited |
Wholly-owned Subsidiary |
23/06/2022 Telangana, India |
| 3 |
Sai Banka SPV Private Limited |
Associate, Company holds 50% of paid-up capital |
26/02/2021 Telangana, India |
| 4 |
Sustainable Sanitation Industry Association |
Associate, Company holds 25% of paid-up capital |
28/06/2020 Telangana, India |
Your Company does not have any joint venture.
During the period under review, your company incorporated Megaliter Varunaa Private
Limited (CIN U41000TG2022PTC163992), a private limited Company, as a wholly-owned
subsidiary of the Company on 23/06/2022.
After 31 March 2023, your Company approved for sale of 20,000 equity shares held by the
company in the Sustainable Sanitation Industry Association (SSIA) on 10 August 2023.
Accordingly, Sustainable Sanitation Industry Association shall cease to be an Associate
Company, post-completion of the said sale of shares.
Further, pursuant to the provisions of Section 136 of the Act, the financial statements
of the Company, including the consolidated financial statements, along with the relevant
documents, and the separate audited financial statements in respect of subsidiaries, are
available on the website of the Company www.bank- abio.com/investors.
Further, the Companys policy on determining the material subsidiaries, as approved by
the Board is uploaded on the Companys website athttps://bankabio
.com/wp-content/uploads/2022/09/Policy-on-Determining-Material-Sub- sidiary.pdf
Report on performance and financial positions of Subsidiaries, Associates and Joint
Ventures
Pursuant to the provisions of Section 129(3) of the Companies Act, 2013
("Act"), a statement containing salient features of the financial statements of
the Companys subsidiaries in Form AOC-1 is annexed to the standalone financial statements
of the Company, and forms part of this report as Annexure I.
Consolidated Financial Statements
The audited consolidated financial statements of your Company as on 31 March
2023, which form part of the Annual Report, have been prepared, pursuant to the
provisions of the Securities and Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015, ("SEBI LODR Regulations"), as
amended from time to time, and also, as per the applicable Indian Accounting Standard (Ind
AS), as notified by the Ministry of Corporate Affairs.
Nature of Business
The Company is engaged in the activities of sanitation, fecal sludge and wastewater
treatment. During the financial year under review, there was no change in the nature of
the business of the Company.
Material change 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 change and commitment affecting the financial position of the
Company that occurred between the end of the financial year of the Company, to which the
financial statements relate, and the date of the report.
Transfer to Reserves
Appropriations to general reserve for the financial year ended 31 March 2023, as per
financial statements are as follows:
Dividend
Considering the financial requirement for business growth and debt servicing, your
Directors do not propose any dividend for the year ended March 31,2023.
Transfer of unclaimed dividend to Investor Education and Protection Fund
During the year under review, the Company was not required to transfer any unclaimed
dividend in its accounts.
Share Capital
The authorized share capital of the Company is Rs. 15,00,00,000 (Rupees Fifteen Crores)
divided into 1,50,00,000 equity shares of Rs. 10/- each and the paid-up Capital stood at
Rs. 10,84,65,820/- consisting of 1,08,46,582 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 altered/modified its
authorised share capital and has not issued any equity share with differential rights/
sweat equity shares. Further, the Company did not grant/ vest any employee stock option
scheme/ employee stock purchase schemes. Further, at the beginning of the year, there was
no outstanding option granted. Your Company has not raised any funds through preferential
allotment or qualified institutions placement.
After 31 March 2023, your company has issued and allotted 430 (Four Hundred and Thirty)
secured, unrated, unlisted, redeemable, transferable non-convertible debentures of face
value of Rs. 1,00,000/- (Rupees One Lakh only) each, aggre
gating to Rs. 4,30,00,000 (Rupees Four Crore and Thirty Lakh Only)
("Debentures") to WaterCredit Investment Fund 3, LP, which is approved by the
Securities Allotment Committee of the Board of Directors at their meeting held on 23 June
2023.
Listing
The equity shares of your Company are listed on NSE. The listing fee has been paid for
the year 2022-23.
Board Composition and Independence
Board of Directors
The Board of the Company is duly constituted. None of the directors of the Company are
disqualified under the provisions of the Act or the Listing Regulations. The Board of
Directors of the Company comprises of 10 (ten) directors, of which 5 (five) are Executive
Directors and 5 (five) are Non-Executive Independent Directors. The composition of the
Board of Directors is in compliance with the provisions of Section 149 of the Companies
Act, 2013.
Retirement by Rotation
In accordance with the provisions of Section 152(6) of the Companies Act, 2013, read
with the Articles of Association of the Company, at least 2/3rd of the total number of
Directors of a public company shall be liable to retire by rotation and 1/3rd of such
Directors shall retire by rotation at every AGM;However, "Independent Directors"
are out of the ambit of retiring by rotation.
As, Mr. Vishal Murarka was re-appointed by rotation in the 10th AGM, the Board proposed
Ms. Namita Sanjay Banka (DIN: 05017358). The Board proposed Ms. Namita Sanjay Banka (DIN:
05017358) to retire by rotation, at the 11th AGM.
Ms. Namita Sanjay Banka (DIN: 05017358), retires by rotation in the ensuing AGM
and being eligible, offers herself for re-appointment. A resolution seeking
shareholders approval for her re-appointment, along with other required details forms
part of the Notice of the AGM.
Detailed information as required under Regulation 36(3) of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015 is enclosed as Annexure II to
the Notice of 11th AGM.
Appointment and Cessation:
Directors and Key Managerial Personnel
During the year under review, following are the change(s) in Board composition: Executive
Director:
Mr. Vishal Murarka as Executive Director, designated as Chief Executive Officer (CEO)
of the Company is re-appointed for a further period of 3 (three) years w.e.f. 1 October
2022 in the 10th Annual General Meeting of the Company held on 29 September 2022.
Independent Director:
• Mr. Anil Sharma was appointed as Non-Executive Independent Director of the
Company w.e.f. 1 October 2022for a term of 5 (five) years in the 10th Annual General
Meeting of the Company held on 29 September 2022.
• Mr. Sandip Poddar ceased to be a Non-Executive Independent Director of the
Company upon completion of his tenure of 5 (five) consecutive years on 31 October 2022.
Company Secretary & Compliance Officer:
• Mr. Sri Bala Aditya Yanamandra (Membership No. A31759) resigned from the post of
the Company Secretary & Compliance Officer of the Company, w.e.f. 14 November 2022.
• Ms. Archana Arigela (Membership No. A65613) was appointed as the Company
Secretary & Compliance Officer of the Company, w.e.f. 15 November 2022.
Pursuant to the provisions of Section 203 of the Companies Act, 2013, details of the
Key Managerial Personnel of the Company.
| S No |
Name of the person |
Designation |
Remarks |
| 1 |
Namita Sanjay Banka |
Managing Director |
|
| 2 |
Vishal Murarka |
Chief Executive Officer |
|
| 3 |
Tadepalli Venkata Rama Krishna |
Chief Financial Officer |
|
| 4 |
Sri Bala Aditya Yanamandra |
Company Secretary & Compliance Officer |
Resigned w.e.f. 14 November 2022 |
| 5 |
Archana Arigela |
Company Secretary & Compliance Officer |
Appointed w.e.f. 15 Nov. 2022 |
There were no other changes in composition of Board and Key Managerial Personnel of the
company apart from the changes mentioned above.
Declaration by the Independent Directors
The Company 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 affirmed compliance to the code of conduct for
Independent Directors as prescribed in Schedule IV to the Act.
Opinion of the Board with regard to integrity, expertise and experience of the
independent directors appointed during the year
The Independent Directors of the Company are persons of integrity, eminent
personalities having expertise/ experience in their respective fields/ professions. These
Directors meet the criteria of independence, as specified in SEBI (LODR) Regulations, and
were selected and appointed, based on well-defined selection
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qualifications, skills, expertise and competencies, fulfilment of criteria for
independence, while recommending to the Board, the candidature for appointment as
Independent Director, to enable the Board to discharge its functions and duties,
effectively.
Directors Responsibility Statement
In terms of Section 134(5) of the Act, and in relation to the audited financial
statements of the Company for the financial year ended 31 March 2023, the Board of
Directors, hereby, confirms that:
1. In the preparation of the annual accounts, the applicable accounting standards have
been followed, along with proper explanation relating to material departures, if any;
2. 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 2022-23, and of the profit or loss of the
Company for that period;
3. Proper and sufficient care has 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;
4. The annual accounts for the year 2022-23 have been prepared on a going concern
basis;
5. Those proper internal financial controls were in place and that the financial
controls are adequate and are operating effectively;
6. Proper systems have been devised to ensure compliance with the provisions of all
applicable laws, were in place and were adequate and operating effectively.
Annual Evaluation of Individual Directors, Committees and Board
Pursuant to the provisions of the Companies Act, 2013 and SEBI (LODR) Regu
lations, the Board carried out annual performance evaluation of its own performance,
the Directors individually, as well as the evaluation of the working of its Audit
Committee, Nomination and Remuneration Committee, and Stakeholders Relationship
Committee.
The Board took 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. The Directors expressed their satisfaction with
the evaluation process.
Disclosure of Expertise / Skills / Competencies of the Board of Directors
The list of core skills / expertise / competencies identified by the Board of Directors
of the Company as required in the context of its business and sector(s) for it to function
effectively, and those actually available with the Board, form part of the Corporate
Governance Report.
Board Diversity
The Policy on Board Diversity of the Company devised by the Nomination and Remuneration
Committee and approved by the Board is disseminated on the website of the Company under
the weblink https://bankabio.com/wp-content/
uploads/2022/09/Nomination-Remuneration-Policy.pdf
Code of Conduct and Declaration on Code of Conduct
Your Company has laid down a Code of Conduct for all Board members, Senior Management
and Independent Directors of the Company, in line with the provisions of SEBI (LODR)
Regulations and the Act. The said Code of Conduct is available on the website of the
Company under the weblink https://bankabio.com/wp-
content/uploads/2022/09/Code-of-conduct-of-Board-of-Directors-and-Senior-
Management-Personnel.pdf . Declaration in this regard forms part of the corporate
governance report.
Committees of the Board
As on 31 March 2023, the Board has 4 (four) committees, the details of committees are
as follows.
Audit Committee
Audit Committee (AC) has been constituted in terms of Section 177 of Companies Act,
2013 and in terms of Regulation 18 of SEBI (LODR) Regulations. The composition of the
Audit Committee, its terms of reference, detail of meetings of the AC, and such other
details are provided in the Report on Corporate Governance annexed. All the
recommendations made by the Audit Committee were accepted by the Board of Directors.
Nomination and Remuneration Committee
Nomination and Remuneration Committee (NRC) has been constituted in terms of Section
178 of Companies Act, 2013 and in terms of Regulation 19 of SEBI (LODR) Regulations. The
composition of the Nomination and Remuneration Committee, its terms of reference, details
of meetings of the NRC, and such other details are provided in the Report on Corporate
Governance annexed.
Stakeholders Relationship Committee
Stakeholders Relationship Committee (SRC) is constituted in line with the provisions
of Regulation 20 of SEBI (LODR) Regulations and Section 178 of the Act. The
composition of the SRC, its terms of reference, details of the meeting of the SRC, and
such other details are provided in the Report on Corporate Governance annexed.
Corporate Social Responsibility (CSR) Committee
CSR Committee (CSRC) is constituted in line with the provisions of Section 135 of the
Act to formulate and recommend to the Board, CSR Policy indicating the activities to be
undertaken by the Company as specified in Schedule VII of the Act, to recommend the amount
of expenditure to be incurred on the activities mentioned in the CSR Policy, and to
monitor the CSR Policy.
The brief outline of the corporate social responsibility (CSR) policy of the Company
and the initiatives undertaken by the Company on CSR during the year are set out in
Annexure IX of this report in the format prescribed in the Companies (Corporate Social
Responsibility Policy) Rules, 2014.
The composition of the CSRC, its terms of reference, details of the meeting of the
CSRC, and such other details are provided in the Report on Corporate Governance annexed.
CSR Policy is made available on the website of the Company under the weblink
https://bankabio.com/wp-content/uploads/2022/09/CSR-Policy-CSR-Com- mittee.pdf
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 whistleblower policy is available on the website of the Company
under weblink https:// bankabio.com/wp-content/uploads/2022/12/Whistle_Blower_Policy.pdf.
A brief note on the Whistle Blower Policy is provided in the Report on Corporate
Governance annexed.
Meeting of the Board of Directors
The Board meetings are normally held on a quarterly and/or on-need basis. During the
financial year under review, the Board of Directors met 6 (six) times. The maximum
interval between any two meetings did not exceed 120 days. The details of the board
meetings are given in Report on Corporate Governance, which forms part of this report.
Meeting of the Independent Directors
During the financial year under review, in accordance with the provision of Schedule IV
of the Companies Act, 2013 and SEBI (LODR) Regulations, separate meeting of Independent
Directors of the Company was held, and the details of the same have been provided under
Corporate Governance Report, which forms part of this Board report.
Familiarization Programme for Independent Directors
All Independent Directors (IDs) inducted into the Board are provided an orientation on
Company structure and Board constitution and procedures, matters reserved for the Board,
and our major risks and risk management strategy. The Company familiarizes the IDs with
the Company, their roles, rights, responsibilities in the Company, nature of the industry
in which the Company operates, etc., through various interactions and an update on
amendments or regulatory requirements and changes is given as part of Board meetings and
familiarization programs. Details of the familiarization programs of the IDs are available
under the weblink: https://bankabio.com/wp-content/uploads/2022/09/Familiar-
ization-Programs-for-Independent-Directors.pdf
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-en-
actment(s) thereof for the time being in force, the shareholders of the Company at the
10th Annual General Meeting of the Company held on 29 September 2022, reappointed PRSV
& Co. LLP, Chartered Accountants (Firm Registration No: S20016) as Statutory Auditors
of the Company for the second term of 5 years i.e. from the conclusion of the 10th Annual
General Meeting of the Company till the conclusion of 15th Annual General Meeting to be
held in 2027, to conduct statutory audit of the Company for the financial years commencing
from 2022-23 to 2026-27, at a remuneration as may be determined and mutually agreed by the
Board and the statutory auditors.
The Auditors Report on the financial statements of the Company for the F.Y. 2022-23
does not contain any qualification, reservation, adverse remark or disclaimer, and the
notes on the financial statements referred to therein are self-explanatory, thereby not
requiring any further comments on the same.
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 upon
recommendation of Audit Committee, has appointed P. S. Rao & Associates, Practicing
Company Secretaries, to undertake the secretarial audit of the Company.
The Secretarial Audit Report for the F.Y. 2022-23 in Form MR-3 is annexed to this
report as Annexure VII, and forms part of this annual report. The Secretarial Audit Report
does not contain any qualification, reservation or adverse remark.
Cost Audit/ Maintenance of Cost Records
For the financial year 2022-23, your Company is required to maintain cost records, as
specified by the central government under sub-section (1) of section 148 of the Act, 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.
Internal Auditors
The Board of Directors had, upon recommendation of the Audit Committee, appointed M H A
& Associates LLP, Chartered Accountants, as the Internal Auditors of the Company in
accordance with the provisions of Section 138 of the Companies Act, 2013 read with
Companies (Accounts) Rules, 2014.
The Internal Auditors submit their report quarterly to the Audit Committee. Based on
the report of internal audit, management undertakes corrective action in the respective
areas and takes necessary steps to strengthen the levels of internal financial and other
operational controls.
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 (SOPs), 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 conducts audit, covering a
wide range of operational matters and ensures compliance with specified standards. Planned
periodic reviews are carried out by Internal Auditor. 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.
Management Discussion & Analysis Report
The Management Discussion and Analysis Report, as required under Regulation 34 &
Schedule V of Securities and Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015 is provided as Annexure V, and forms parts
of this report.
Corporate Governance Report
Report on Corporate Governance is provided as Annexure VI, and forms part of this
report. A certificate from the Practicing Company Secretary, regarding compliance with the
corporate governance norms, as stipulated, is also annexed to the Report on Corporate
Governance.
P. S. Rao & Associates, Practicing Company Secretaries, have certified the said
report in compliance with the requirements of Regulation 34 of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations 2015 and the Compliance Certificate
forms part of the Corporate Governance Report.
Annual Return
In terms of Section 92(1) of the Act, read with Rule 11 of The Companies (Management
and Administration) Rules, Annual Return, comprising the requisite details in Form MGT-7,
has been prepared and made available on the website of the Company under the weblink
https://www.bankabio.com/investors.
Particulars of Loans, Guarantees and Investments
As per the requirements of Section 186 and Section 134(3)(g) of the Companies Act,
2013, we would like to inform that details of loans, guarantees, securities and
investments made by the Company, are provided in the notes to the financial statements
forming part of the Annual Report.
The details of the loans/advances in the nature of loan extended to any firm/com- pany,
in which directors are interested, either by the Company or its subsidiary are provided in
the notes to the financial statements forming part of the Annual Report.
Public Deposits
During the financial year 2022-23, 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 is no amount
outstanding at the beginning of financial year 2022-23, which can be classified as
Deposits in terms of Section 73 of the Companies Act, 2013, read with Companies
(Acceptance of Deposit) Rules, 2014.
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 provided as Annexure III, and
form part of this report.
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 Section 188 and Rule 8(2) of the Companies (Accounts) Rules,
2014, pursuant to SEBI (LODR) Regulations are given in Form AOC-2, and forms part of
this report as Annexure II.
Significant and material orders passed by Regulators or Courts or Tribunals
During the financial 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.
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. 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 2023, the Company did not receive any
complaint pertaining to sexual harassment of employees. The Company 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.
Disclosures in respect of voting rights not directly exercised by employees
There is no share 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.
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 Board oversees Companys processes for determining risk tolerance and
review managements action and comparison of overall risk tolerance to established levels.
Major risks identified by the businesses and functions are systematically addressed
through appropriate actions on a continuous basis. For details, please refer to the
Management Discussion and Analysis report which forms part of this Report.
Industrial Relations
Your 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 co-operation of all employees being extended from time to time.
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.
Proceedings under IBC
As per the requirements of Rule 8(5)(xi) and (xii) of the Companies (Accounts) Rules,
2014 -
• No application made or proceeding pending against your Company under the
Insolvency and Bankruptcy Code, 2016.
• No one-time settlement of financial dues was made during the period under
review.
Information to be Furnished under Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014
The information required pursuant to Section 197(12) of the Act read with Rule 5 of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is provided
under annexures and forms part of this report as Annex- ure IV.
However, no Employee is in receipt of the remuneration as specified in Rule 5(2) of
abovestated rule.
Disclosures, as required under Para A of Schedule V of SEBI (Listing Obligations and
Disclosure) Requirements) Regulations, 2015
For the details of transaction(s) of your Company with entity(ies) belonging to the
promoter/ promoter group, which holds 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.
Code of Conduct
Declaration signed by the Chief Executive Officer stating that the members of Board of
Directors and senior management personnel have affirmed compliance with the code of
conduct of Board of Directors and senior management is annexed, and forms part of this
report.
Insider Trading Regulations
Based on the requirements of SEBI (Prohibition of Insider Trading) Regulations, 2015,
as amended from time to time, the code of conduct for the 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 from trading in the securities of the Company at the time when
there is unpublished price sensitive information. The Board has appointed Ms. Archana
Arigela, Company Secretary, as the Compliance Officer under the code.
The Company has adequately maintained Structured Digital Database (SDD) as required
under SEBI (Prohibition of Insider Trading) Regulations, 2015.
Disclosures with respect to the demat suspense accoun- t/unclaimed suspense account
Not Applicable, as the Company do not have any shares in the demat suspense account or
unclaimed suspense account.
Disclosures of Certain Types of Agreements binding listed entities
There is no such agreement(s) binding the Company.
Secretarial Standards
Your Company is in compliance with the Secretarial Standards on Meetings of the Board
of Directors (SS -1) and General Meetings (SS - 2) issued by The Insti-
Update of Email IDs for receiving Notices / Documents in electronic mode
Shareholders who have not registered their email IDs with the Company are requested to
register/update their email IDs with the Company or with their depository, through their
depository participant, to enable the Company to deliver notices /documents through
e-mail.
Other Disclosures
There is no deviation in the utilisation of the proceeds of the public issue from the
objects stated in the prospectus of the issue, and there has been no variation in the use
of the proceeds from the objects stated in the prospectus dated 23 January 2018 or
explanatory statement to the notice of the Extra-Ordinary Meeting dated 16 November 2017,
issued for IPO of securities, in terms of regulation 32 (1) (a) of SEBI (LODR)
Regulations, 2015.
Further as on 31 March, 2023 the proceeds from the public issue has been fully utilised
by the Company, without any deviation or variation.
During the financial year under review, your Company has not revised financial
statement(s).
During the year under review, no instance of fraud was reported by the Statutory
Auditors of the Company.
The financial statements for FY 2022-23 have been prepared as per the applicable
accounting standards.
Acknowledgement
Your Directors place on record their gratitude to the central government, various state
governments and Companys 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 Companys customers,
suppliers and shareholders for their consistent support to the Company.
We place on record our appreciation of the contribution made by our employees at all
levels. Our consistent growth was made possible by their hard work, solidarity,
cooperation and support.
By the Order of the Board For Banka BioLoo Limited
| Sd/- |
Sd/- |
| Sanjay Banka |
Namita Banka |
| Executive Chairman |
Managing Director |
| DIN: 06732600 |
DIN: 05017358 |
+91-9892691696
