EP Biocomposites Ltd Directors Report

<dhhead>BOARDS REPORT</dhhead>

To,

The Members EP Biocomposites Limited

The Board of Directors hereby submits the report of the business and operations of your Company ("the Company" or "EPBL") for the financial year ended 31^st March, 2023.

 

1. Operational results of the Company

During the year, the Company has continued its track record of strong performance.

Particulars	Amount (in INR) for the Financial Year ended 31stMarch, 2023	Amount (in INR) for the Financial Year ended 31stMarch, 2022
Turnover	7,29,70,002.40	8,07,55,375.87
Profit before tax	81,38,850.24	1,16,59,938.49
Profit for the period	56,36,792.14	80,93,551.99
Total number of shares	16,81,500	11,77,500
Basic EPS	3.86	9.49

 

There is a slight reduction in the turnover of the Company for the year 2022-23 as the Company has applied for certain Government orders but the delay in the process of award has resulted in the delayed revenue recognition. The Company has now secured the orders and the Company is confident that the performance for the year 2023-24 shall surpass all previous records of the Company.

The Board of Directors were pleased to note that the inventory, receivables and loans have reduced substantially resulting in a very healthy Balance Sheet, compared to the previous

year and that the efforts and investments made post IPO on marketing and sales have borne fruits with more than Rs. 5.50 Crore of orders executed / in-hand on the date of the meeting of the Board.

The Company has increased its manpower count for Business growth and has resulted in the increase in the manpower costs but the same shall be the foundation of a strong performance in the coming years.

The Board of Directors also appreciated the efforts put in restructuring the product lines, tying-up with start-ups incubated at premier engineering institutions of the Country thereby focusing on building New Technology capabilities for the future.

 

2. Initial public offering (IPO) of the Company

The year 2022-23 was momentous for the Company as it saw the Company being listed on the BSE SME Exchange. In the aforesaid IPO, 5,04,000 Equity Shares of Rs. 10/- each were offered by the Company for subscription at a fixed issue price of Rs. 126/- per share aggregating to Rs. 635.04 Lakh. The issue was opened for subscription on August 29, 2022 and closed on September 05, 2022. The Board has allotted its Equity Shares to the successful applicants on September 08, 2022. The equity shares of the Company got listed on September 13, 2022 on the BSE- SME Platform.

As on March 31, 2023 the Authorized Share Capital of the Company is Rs. 2,00,00,000/- and the Paid-up Share Capital of the Company is Rs 1,68,15,000/-.

 

3. Statement of Utilisation of Funds Raised Through IPO under Regulation 32 (1) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015

Pursuant to Regulation 32(1)(a) and 32(1)(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company hereby states that there was no deviation(s) or variation(s) in the utilization of public issue proceeds from the objects as stated in the prospectus.

 

4. Dividend

The Board of Directors do not recommend a dividend for the year 2022-2023 to conserve the resources of the Company. No amount is proposed to be carried to reserves.

 

5. Directors and Key Managerial Personnel (KMP)

During the financial year, Mr. Mohammad Faiyazul Haq, resigned from the post of Company Secretary and Compliance Officer w.e.f. October 03, 2022 and Mrs. Akshada Neugui has been appointed as a Company Secretary and a Compliance Officer in his place.

Further, at the Third Annual General Meeting of the company, in accordance with the provisions of the Act and the Articles of Association of the Company, Mr. Rajkumar Kamat, (DIN: 01157652), Managing Director of the Company, retired by rotation and was reappointed. In the same meeting, Mr. Shreyas Nadkarni (DIN: 09396530) was confirmed as an Executive Director of the Company.

In the upcoming Fourth Annual General Meeting, Mrs. Leena Rajkumar Kamat, Director (DIN: 02607730) retires by rotation and offers herself for re-appointment.

The Company has also recruited a full-time Chief Executive Officer.

There are no other changes in the Board of Directors apart from the above till the date of the report.

 

6. Meetings of the Board of Directors and attendance thereat

The Board of Directors met 8 (eight) times during the year under review and summary of the attendance is as follows:

		Dates of the Board Meetings
Name of the Director	06.06.202 2	08.09.202 2	03.10.202 2	25.10.202 2	12.11.202 2	10.03.202 3
Rajkumar	P	P	P	P	P	P
Gajanan
Kamat
(01157652 )
Leena	P	P	P	P	P	P
Rajkumar
Kamat
(02607730 )
Dinesh	P	P	P	P	P	P
Naguesh
Shenoy
(08699459 )
Mr. Nitin Anant	P	P	P	P	P	P
Kunkolienker
(DIN: 00005211)
Mr. Shreyas	P	P	P	P	P	P
Dattatray
Nadkarni
(DIN: 09396530)

 

7. Committees of the board

a. Audit Committee

The Audit Committee was constituted pursuant to Section 177 of the Companies Act, 2013. The composition of the Audit Committee is enumerated hereunder:

Name of the Director	Designation in the Committee	Nature of Directorship
Mr. Rajkumar G. Kamat	Chairperson	Managing Director
Mr. Dinesh Shenoy	Member	Non-Executive Independent Director
Mr. Nitin Kunkolienker	Member	Non-Executive Independent Director

 

During the year under review, there has been no instance where the recommendations of the Audit Committee have not been accepted by the Board. During the Financial Year under review, the Committee met 2 (Two) times, and the meeting was held in accordance with the provisions of the Act and rules made thereunder.

 

b. Nomination and Remuneration Committee.

The Nomination and remuneration Committee was constituted pursuant to Section 178 of the Companies Act, 2013. The composition of the Nomination and Remuneration Committee is enumerated hereunder:

Name of the Director	Designation in the Committee	Nature of Directorship
Mrs. Leena R. Kamat	Chairperson	Non-Executive Director
Mr. Dinesh Shenoy	Member	Non-Executive Independent Director
Mr. Nitin Kunkolienker	Member	Non-Executive Independent Director

 

During the Financial Year under review, the Committee met 1 (One) time, and the meeting was held in accordance with the provisions of the Act and rules made thereunder.

 

c. Stakeholders Relationship Committee.

The Stakeholders Relationship Committee was constituted pursuant to Section 178 of the Companies Act, 2013. The composition of the Stakeholders Relationship Committee is enumerated hereunder:

Name of the Director	Designation in the Committee	Nature of Directorship
Mrs. Leena R. Kamat	Chairperson	Non-Executive Director
Mr. Dinesh Shenoy	Member	Non-Executive Independent Director
Mr. Nitin Kunkolienker	Member	Non-Executive Independent Director

 

During the Financial Year under review, the Committee was not required to meet since there were no shareholder complaints received during the year under review.

 

8. Policy on Directors appointment and remuneration

The Board has on the recommendation of the Nomination and Remuneration Committee framed a policy for the selection and appointment of Directors and Senior Management Personnel and their remuneration. The Companys policy relating to the Directors appointment, payment of remuneration and discharge of their duties is available on the website of the Company at www.epbiocomposites.com.

The formal annual evaluation of the performance of the Board, its Committees and of individual directors has been made by the Board of Directors of the Company.

 

9. Link of the Annual Return

The Annual Return for the year 2022-23 is placed in the draft form on the website of the Company. The same shall be replaced by the final filed Form once the same is filed.

The link for the draft annual return in Form MGT-7 is: www.epbiocomposites.com

 

10. Directors responsibility statement The directors confirm that:

• In preparation of the financial statements for the year ended on 31^st March, 2023, the Applicable Accounting Standards have been followed and there are no material departures.

• The directors have selected such accounting policies and applied them consistently, and made judgments and estimates so as to give a true & fair view of the state of affairs as at the year end and the profit for the period ended as on that date.

• Directors have taken sufficient care for the maintenance of the records as per the provisions of the Act, for safeguarding assets and for preventing and detecting frauds and irregularities.

• The directors have prepared accounts on a going concern basis.

• The directors have devised proper systems commensurate with the size and business of the Company, to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

• The directors have laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

 

11. Explanation of qualification in the Auditors Report

The Auditors Report does not contain any qualification, reservation or adverse remark which requires any explanation from the Board.

 

12. Particulars of conservation of energy

The Company has not taken any steps during the year under review for the conservation of energy apart from its quest to increase the efficiency in production processes.

 

13. Particulars of technology absorption

The Company does not have any event with reference to technology absorption during the year 2022-23.

 

14. Particulars of foreign exchange earnings and outgo

There are no foreign exchange earnings and outgo during the year under review.

 

15. Risk Management Policy

During the year under review, the Board of Directors have initiated the process of development and implementation of Risk Management Policy identifying elements of risks which may affect/threaten the existence of company and has made significant progress in the said direction since the last year. The Board is regularly discharging the responsibility of monitoring of business risks.

 

16. Information required under Section 197

The information required under Section 197 & Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is attached as Annexure II to this Report.

 

17. Annexures to the Boards Report

Particulars of Contracts/arrangements with related parties referred to in section 188 (1) in format of AOC-2 are attached as Annexure I. The details of all related party transactions can be referred at Note 32 of the Financial Statements of the Company.

The Company was listed on the BSE SME Platform during the year 2022-23. As a good governance measure, the Company have obtained a Secretarial Audit Report for the Financial Year 2022-23 which is attached to this Report. There are no qualifications in the Secretarial Audit Report which requires any explanations from the Board.

 

18. Material changes affecting the Company

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

 

19. Disclosures regarding the loans from Directors

Particulars of the Loans taken from the Directors of the Company as exempted under Rule 2 (1) (c) (viii) of the Companies (Acceptance of Deposits) Rules, 2014 is as follows:

Loan taken from Mr. Rajkumar Kamat: INR 6.13 Lakh

 

20. Disclosures under Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013

The Company has duly constituted an Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 during the year under review upon applicability of the said legislation and there are no complaints received during the year.

 

21. Whistle Blower Policy/ Vigil Mechanism

To meets the requirement under Section 177(9) and (10) of the Companies Act, 2013, the Company has adopted a Vigil Mechanism/ Whistle Blower Policy with the objective of providing for a vigil mechanism as well as the guidance and procedural framework to directors and employees wishing to raise a concern about irregularities and/or frauds and any other wrongful conduct within the Company without fear of reprisal, discrimination or adverse employment consequences.

There were no instances of reporting under the said Policy.

 

22. General

The Board of Directors confirm that, during the period under review,:

• During the year under review, the statutory auditors have not reported under Section 143 (12) of the Companies Act, 2013, any instances of fraud committed against the Company by its officers or employees, the details of which would need to be mentioned in the Boards report.

• The Independent Directors of the Company have furnished their statements of independence under Section 149 (6) of the Companies Act, 2013.

• No disclosures are required to be made for the loans/ investments/ guarantees exceeding the limits prescribed under the Section 186 of the Companies Act, 2013.

• The Company does not have subsidiary, joint venture, or associate companies. Hence, no related disclosures are necessary.

• The Company has not accepted any deposits under the Chapter V of the Companies Act, 2013 which require any disclosures in the Boards Report.

• The Company has complied with the provisions of the Secretarial Standards issued by the Institute of Company Secretaries of India.

• There are no significant and material orders passed by the regulators, courts or tribunals impacting going concern status and companys operations in future.

• The provisions of Section 135 of the Companies Act, 2013 are not applicable to the Company.

• There are no applications made or any proceedings pending under the Insolvency and Bankruptcy Code, 2016 during the year.

• The Company is not required to maintain the cost records.

The Board of Directors wish to place on record its deep sense of appreciation for the committed services, solidarity, cooperation, and support by all the employees of the Company.

The Board of Directors would also like to express their sincere appreciation for the assistance and co-operation received from the Government authorities, customers, vendors and members during the year under review.