Bio Green Papers Ltd Directors Report.

To

The Members

M/s. Bio Green Papers Limited

Your Directors have pleasure in presenting the 25 th Annual Report of the Company together with the Audited Financial Statements of for the financial year ended 31st March, 2019 along with the Report of Directors including annexure thereto and Report of Auditors thereon.

(Rs. in Lakhs)

Particulars

STANDALONE

2018-19 2017-18
Total Income 166.04 23.46
Total Expenses 260.78 301.66
Profit / (Loss) before extraordinary item & tax -94.74 -278.20
Exceptional items 93.45 0.00
Less: Current tax 0.00 0.00
Less: Deferred tax -4.38 -12.04
Other comprehensive income (net of tax) 0.00 0.00
Profit / (Loss) after tax 3.09 -266.16

SUMMARY OF OPERATIONS:

During the year under review Company has incurred Profit of Rs. 3.09 Lakhs as Compared to loss of Rs. 266.16 Lakhs in previous year.

DIVIDEND

As the commercial operations have not commenced, no dividend has been declared.

TRANSFER TO RESERVES IN TERMS OF SECTION 134 (3) (J) OF THE COMPANIES ACT, 2013

During the year under review, no amount was transferred to General Reserve account.

TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND

The provisions of Section 125(2) of the Companies Act, 2013 do not apply.

CHANGE IN THE NATURE OF BUSINESS IF ANY

During the year under review, there was no change in the nature of business of the company.

INFORMATION ABOUT SUBSIDIARY/ JV/ ASSOCIATE COMPANY

In the EGM held on 15th June 2018, the shareholders gave approval for acquisition of 49% of shareholding of Vivessa Industries Private Limited (formerly known as Challenger Crop Care Technologies Private Limited) against issue of 1,78,14,442 Equity Shares of Rs.10/- each of the Company on Share Swap basis to Shareholders of Vivessa. Accordingly, your company got 89,07,221 Equity Shares of Rs.10/- each of Vivessa Industries Private Limited from the Shareholders of Vivessa amounting to 49% of the shareholding of Vivessa. Thus, Vivessa has become "Associate Company" of Bio Green Papers Limited in terms of Section.2(6) of the Companies Act, 2013.

MATERIAL CHANGES AND COMMITMENTS

No material changes and commitments affecting the financial position of the Company occurred between the end of the financial year to which these financial statements relate and the date of this report.

STATUS

Company is trying to arrange working Capital requirements to operate the Plant & machinery which is revived and enhanced the capacity level from 40 TPD to 50 TPD.

The company has also obtained Import & Export License in order to trade the Paper.

(IEC Code - AAFCS5460G)

AUTHORISED SHARE CAPITAL

During the year, the authorized share capital has been increased from Rs. 9,00,00,000 (Nine Crore) to Rs. 29,00,00,000 (Twenty Nine Crore) in terms of and approved by the shareholders at the EGM held on 15/06/2018.

PAID UP SHARE CAPITAL

During the year, the Company has issued 1,78,14,442 Equity Shares of Rs.10/- each on Private Placement basis. As on 31st March, 2019, the issued, subscribed and paid up share capital of your Company stood at Rs. 25,81,79,420 /- (Rupees Twenty Five Crores Eighty one Lakh Seventy Nine Thousand Only), comprising 2,58,17,942 (Two Crore Fifty Eight Lacs Seventeen Thousand Nine Hundred Forty Two Only) Equity shares of Rs. 10/- (Rupees Ten) each.

DEPOSITS

The company has not accepted any deposits during the year.

EXTRACT OF ANNUAL RETURN

The Extract of Annual Return as required under section 92(3) of the Companies Act, 2013 and Rule 12(1) of the Companies (Management and Administration) Rules, 2014, in Form MGT-9 is annexed to this report as "Annexure-1".

BOARD OF DIRECTORS

The following are the Directors of the Company as on the date of the report:

Mr. Velamala Jagdish - Managing Director
Mr. Venkateswarlu Velamala - Director& CFO
Mr. Mallikarjuna Sarma Guntur - Non-Executive &Independent Director
Mrs. Suneethi Gudapati - Non-Executive & Non-Independent Director
Mrs. Velamala Krishnaveni - Non-Executive & Non-Independent Director
Mr. Kiran Kumar Garlapalli - Independent Director

DIRECTORS & KEY MANAGERIAL PERSONNEL (KMP)

Directors:

Sri Mallikarjuna Sarma Guntur, was appointed as an Independent Director of the Company with effect from 30.09.2014 to 29.09.2019. Your Directors have proposed his reappointment for a further period of 5 years i.e. from 30th September 2019 to 29th September 2024. Your directors also recommend the reappointment of Mr. Velamala Jagadish as the Managing Director of the Company for a term of five years w.e.f 30th September 2019 to 29th September 2024.

Resignations during the Year:

During the year under review no resignation.

Declaration by Independent Directors:

The terms and conditions of appointment of Independent Directors are as per Schedule IV of the Act. Your Company has received necessary declaration from each independent director under section 149(7) of the Companies Act, 2013 that they meet the criteria of independence laid down in Section 149(6) of the Companies Act, 2013.

Retirement by rotation:

In accordance with the provisions of the Companies Act, 2013 and in terms of the Articles of Association of the company, Mr. Venkateswarlu Velamala (DIN: 02495420), Director & CFO of your company, will retire by rotation at the ensuing AGM and being eligible offers himself for reappointment.

KEY MANAGERIAL PERSONNEL

The following are the Key Managerial Personnel of the Company as on the date of the report:

1. Sri. Venkateswarlu Velamala - Chief Financial Officer/ Director
2. Ms. Babita Sharma - Company Secretary/Compliance officer

Changes in Key Managerial Personnel:

During the year the Board has appointed Ms. Babita Sharma (Membership No: 48271) as Company Secretary w.e.f 14th November, 2018.

Mr. Bana bihari Sahoo, previous Company Secretary of the Company has given his resignation on 20th October, 2018.

MEETINGS OF THE BOARD OF DIRECTORS

During the year, 10 (Ten) Board Meetings were convened and held. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013 and Secretarial Standards issued by the ICSI.

Sl. No. Date of Board Meeting
1 17/04/2018
2 30/05/2018
3 27/07/2018
4 13/08/2018
5 03/09/2018
6 25/10/2018
7 14/11/2018
8 28/12/2018
9 28/01/2019
10 11/02/2019

Number of Board Meetings attended by Directors during the financial year 2018-19:

Sl. Name of Director No. No. of Board Meetings entitled to attend

No. of Board Meetings attended

1. Mr. Velamala Jagdish 10

10

2. Mr. Venkateswarlu Velamala 10

10

3. Mr. Mallikarjuna Sarma Guntur

10

10
4. Mrs. Suneethi Gudapati

3

3
5. Mrs. Velamala Krishnaveni

10

10
6. Mr. Kiran Kumar Garlapalli

6

6

COMMITTEES OF BOARD:

As per the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as on March 31, 2019 Company has three Committees namely Audit Committee, Nomination & Remuneration Committee, Stakeholders Relationship Committee. The details of composition of the said committee and their meeting held during the year along with terms of reference of the said committees of Board of Directors of the company is given in Corporate Governance Report and is also placed on the Companys website at (www.biogreenpapers.com).

AUDIT COMMITTEE

Consequent to the changes in Directors, the Audit Committee was re-constituted pursuant to the provisions of Section 177 of the Companies Act, 2013. The composition of the Audit Committee is as follows:

Name Designation
Mr. Mallikarjuna Sarma Guntur Chairman
Mr. Kiran Kumar Garlapalli Member
Mrs. Velamala Krishnaveni Member

The Company Secretary of the Company shall be the Secretary to the Committee.

During the year, the Audit Committee met 4 times on 30th May 2018, 13th August, 2018, 14th November 2018 and 11th February, 2019.

NOMINATION AND REMUNERATION COMMITTEE

Nomination and Remuneration Committee determines criteria for qualifications, traits, experience and recommends Board a policy for remuneration to directors, key managerial personnel and other employees. The Board has, on the recommendation of the Nomination & Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management and their remuneration. The said policy is annexed as Annexure — II.

Consequent to the changes in Directors, the Nomination and Remuneration Committee was reconstituted. The composition of the Nomination and Remuneration Committee is as follows:

Name Designation
Mr. Mallikarjuna Sarma Guntur Chairman
Mr. Kiran Kumar Garlapalli Member
Mrs. Velamala Krishnaveni Member

During the year, Nomination and Remuneration Committee met 4 times on 30th May 2018, 1st September, 2018, 14th November 2018 and 11th February, 2019.

STAKEHOLDERS RELATIONSHIP COMMITTEE:

The Stakeholders Relationship Committee was constituted in compliance with the requirements of the Listing Agreement and Section 178 of the Companies Act, 2013.

During the year, Stakeholders RelationshipCommittee met 4 times on 17th April 2018, 13th September, 2018, 14th November 2018 and 11th February, 2019.

COMPOSITION OF STAKEHOLDERS RELATIONSHIP COMMITTEE AS ON MARCH 31.03.2019

S.No. NAME DESIGNATION

NO. OF MEETINGS

HELD ATTENDED
1. Kiran Kumar Garlapalli Chairperson 4 4
2. Mallikarjuna Sarma Guntur Member 4 4
3. Krishnaveni Vel amala Member 4 4

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Companies Act, 2013 the Board of Directors of the Company confirms that:

a) In the preparation of the annual accounts for the year ended 31st March, 2019, the applicable accounting standards had been followed along with proper explanation relating to material departures;

b) The directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at 31st March, 2019;

c) The directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

d) The directors had prepared the annual accounts on a going concern basis; and

e) The Directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively

f) The directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

SECRETARIAL STANDARDS

During the year under review, your Company had complied with the Secretarial standards issued by the Institute of Company Secretaries of India (ICSI).

FORMAL ANNUAL EVALUATION MADE BY BOARD OF ITS OWN PERFORMANCE AND OF ITS COMMITTEE AND OF INDIVIDUAL DIRECTORS

Pursuant to the provisions of Section 178 of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has carried out annual performance evaluation of its own performance, the directors individually as well as evaluation of working of committees of Board of Directors.

Executive Directors were evaluated on the basis of targets / criteria given to them by the board from time to time as well as per their terms of appointment. Independent Directors, being evaluated by entire board except of Director being evaluated, on meeting their obligations connected with their independence criteria as well as adherence with the requirements of professional conduct, roles, functions and duties specifically applicable to Independent Directors as contained in Schedule IV of the Companies Act, 2013. Chairman and other Non-Independent Directors were being evaluated by Independent Directors, who also reviewed the performance of secretarial department. Performance evaluation of the Committees and that of its members in effectively discharging their duties, were also being carried out by board.

The overall performance of Chairman, Executive Directors and Non-Executive Directors of the Company is satisfactory. The review of performance was based on criteria of performance, knowledge, analysis, quality of decision making etc.

LOANS, GUARANTEES AND INVESTMENTS

During the year under review, the Company has made the investments in M/s. Vivessa Industries Private Limited to acquire 49% of its stake by way of Share Swap.

CHARGES

The Company has not availed loans from any Bank / Financial Institutions during the financial year under review.

CEO AND CFO CERTIFICATION

In accordance with the Regulation 17(8) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Managing Director and Chief Financial Officer of the Company have submitted a certificate for the year ended 31st March, 2019 to the Board of Directors which forms part of the Annual Report

CONSOLIDATED FINANCIAL STATEMENTS

As required under Section.129 (3) of the Companies Act, 2013, the Consolidated Financial Statements prepared in accordance with the provisions of Companies Act, 2013 are made part of this Report.

AUDITORS & AUDIT REPORT

At the twenty-fourth AGM held on 29th September, 2018 the members approved appointment of M/s. RG & Associates, Chartered Accountants, Hyderabad (Firm Registration No. 010022S) as Statutory Auditors of the Company to hold office for a period of five years from the conclusion of that AGM till the conclusion of the twenty-ninth AGM. The requirement to place the matter relating to appointment of auditors for ratification by Members at every AGM has been done away by the Companies (Amendment) Act, 2017 with effect from May 7, 2018. Accordingly, no resolution is being proposed for ratification of appointment of statutory auditors at the twenty-fifth AGM.

There are no qualifications or adverse remarks in the Auditors Report which require any clarification/ explanation. The Notes on financial statements are self-explanatory, and needs no further explanation.

SECRETARIAL AUDITORS

Pursuant to Section 204 of the Companies Act, 2013, your Company has appointed M/s. Rahul Jindal & Associates, Company Secretaries, Dhanbad as its Secretarial Auditors to conduct the Secretarial Audit for FY 2018-19. The Company provided all assistance and facilities to the Secretarial Auditor for conducting their audit. The Report of Secretarial Auditor for FY 2018-19 is annexed to this report as Annexure-III.

INTERNAL AUDITOR

The Company is having its Internal Audit committee, during the year; the Company continued to implement their suggestions and recommendations to improve the control environment. Their scope of work includes review of processes for safeguarding the assets of the Company, review of operational efficiency, effectiveness of systems and processes, and assessing the internal control strengths in all areas. Internal Audit findings are discussed with the process owners and suitable corrective actions taken as per the directions of Audit Committee on an on-going basis to improve efficiency in operations.

COST AUDITOR

During the year under review Cost Audit was not applicable to the Companys products/ business RELATED PARTY TRANSACTIONS

Details of transactions with related parties falling under the scope of Section 188(1) of the Act & 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 (Form No. AOC.2) is given in Annexure - V to the Board Report.

RISK MANAGEMENT & RISK MANAGEMENT POLICY

Although the company has long been following the principle of risk minimization as is the norm in every industry, it has now become a compulsion.

Therefore, in accordance with Regulation 21 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 the Board members were informed about risk assessment and minimization procedures after which the Board formally adopted steps for framing, implementing and monitoring the risk management plan for the company.

The main objective of this policy is to ensure sustainable business growth with stability and to promote a pro-active approach in reporting, evaluating and resolving risks associated with the business. In order to achieve the key objective, the policy establishes a structured and disciplined approach to Risk Management, in order to guide decisions on risk related issues. In todays challenging and competitive environment, strategies for mitigating inherent risks in accomplishing the growth plans of the Company are imperative. The common risks inter alia are: Regulations, Competition, Business risk, Technology obsolescence, Investments, Retention of talent and Expansion of facilities.

Risk Management framework shall primarily focus on the elements such as Risk to Company Assets and Property, Employees Related Risks, Foreign Currency Risks, Risks associated with Non-Compliance of Statutory enactments, Competition Risks, Operational Risks and various other types of risks which may affect the business or organization.

Business risk, inter-alia, further includes financial risk, Political risk, Fidelity risk, Legal risk. As a matter of policy, these risks are assessed and steps as appropriate are taken to mitigate the same.

Pursuant the provision of Regulation 21 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 with respect to the formation of the Risk Management Committee is not applicable to your Company.

CORPORATE GOVERNANCE

The Company adheres to the corporate governance requirements set out by the Securities and Exchange Board of India (SEBI) and is committed to maintain the highest standards of corporate governance.

A separate report on Corporate Governance forms an integral part of this Annual Report. Certificate of Statutory Auditors regarding compliance of conditions of Corporate Governance as stipulated under Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, is annexed herewith to this Report.

MANAGEMENT DISCUSSION AND ANALYSIS

A detailed section of the Management Discussion and Analysis for the period under review as required under SEBI (Listing obligations & Disclosure Requirements) Regulations, 2015 is given as a separate statement forming part of the Annual Report.

PARTICULARS OF EMPLOYEES

The Disclosure as required under Rule 5 of Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 is given in Annexure - IV to the Board Report

PARTICULARS OF REMUNERATION

Disclosures with respect to the remuneration of Directors and employees as required under Section 197(12) of Companies Act, 2013 and Rule 5 (1) Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are given in Annexure - I to the Board Report

DEPOSITORY SYSTEM

As the Members are aware, your Companys shares are tradable compulsorily in electronic form and your Company has established connectivity with Central Depository Services (India) Limited (CDSL) & National Securities Depository Limited (NSDL). In view of the numerous advantages offered by the depository system, the Members are requested to avail the facility of Dematerialization of the Companys shares on CDSL or NSDL. The ISIN allotted to the Companys Equity shares isINE958L01018, The Company is pursuing the shareholders, including the promoters, holding the shares in physical form for dematerialization of their shares.

VIGIL MECHANISM/WHISTLE BLOWER POLICY

Pursuant to the requirement of the Companies Act 2013 and provisions of Listing Agreement applicable to the Company, your Company has adopted Vigil mechanism (Whistle Blower Policy) for complying with the Companys Code of Conduct and Ethics, and particularly to assuring that business is conducted with integrity and that the Companys financial information is accurate. The reportable matters may be disclosed by the employees to the Management / Managing Director / Chairman of the Audit Committee. No complaint was received during the Financial Year 2017-18. During the year under review, no employee was denied access to the Audit Committee.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS &OUTGO:

(A) CONSERVATION OF ENERGY
The steps taken or impact on conservation of energy NA
The steps taken by the company for utilizing alternate sources of Energy NA
The capital investment on energy conservation equipment NA
(B) TECHNOLOGY ABSORPTION
The efforts made towards technology absorption NA
The benefits derived like product improvement, cost reduction, product development or import substitution NA
In case of imported technology (imported during the last three years reckoned from the beginning of the financial year) NA
The expenditure incurred on research and development NA

DETAILS OF FOREIGN CURRENCY TRANSACTIONS ARE AS FOLLOWS:

a. The company has not earned any income in Foreign Currency during the year.

DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS UNDER SUB - SECTION (12) OF SECTION 143

The Auditors have not reported any offence involving fraud committed against the Company by the officers or employees of the Company under sub section (12) of section 143 to the Board.

SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS, COURTS AND TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANYS OPERATIONS IN FUTURE

There are no significant and material orders that were passed by the regulators or courts or tribunals against your Company.

CORPORATE SOCIAL RESPONSIBILITY

The provisions for corporate social responsibility ("CSR") under the Companies Act, 2013, are not applicable to the company for the current financial year.

PREVENTION OF SEXUAL HARASSMENT OF WOMEN AT WORK PLACE POLICY

The Company always believed in providing an encouraging work environment devoid of discrimination and harassment including sexual harassment and has adopted a policy in line with the provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the rules made thereunder. The objective of the policy is to prohibit, prevent and address issues of sexual harassment at the workplace. The policy covers all employees irrespective of their nature of employment and also applicable in respect of all allegations of sexual harassment made by an outsider against an employee. An Internal Complaints Committee (ICC) has also been set up to redress complaints received on sexual harassment. No complaint was pending at beginning of the year and none has been received during the year.

DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO FINANCIAL STATEMENTS

The Company has in place adequate internal financial controls and these Controls ensure the accuracy and completeness of the Accounting Records and preparation of reliable financial statements.

PAYMENT OF LISTING FEE

The shares of the Company are listed at Bombay Stock Exchange Limited, which has nationwide trading terminals and the listing fee has been paid by the Company upto date.

PREVENTION OF INSIDER TRADING

The Company has adopted a code of conduct for prevention of insider trading with a view to regulate trading in securities by the Directors and designated employees of the Company. The code requires pre clearance for dealing in the Companys shares and prohibits the purchase or sale of Companys shares by the Directors and designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the trading window is closed. The Board is responsible for implementation of the code. All the Board Members and the designated employees have confirmed compliance with the Code.

ACKNOWLEDGEMENT

Your Directors wish to express their grateful appreciation to the continued co-operation received from the Banks, Government Authorities, Customers, Vendors and Shareholders during the year under review. Your Directors also wish to place on record their deep sense of appreciation for the committed service of the Executives of the Company.

For and on behalf of the Board of Directors
Bio Green Papers Limited
Place: Hyderabad Velamala Jagdish Venkateswarlu Velamala
Date: 2nd September 2019 Managing Director Director
(DIN:00055303) (DIN:02495420)