HPC Biosciences Ltd Directors Report.

To, The Members,

Your Directors have pleasure in presenting their 16th Annual Report on the business and operations of the Company and the accounts for the Financial Year ended March 31, 2018.

FINANCIAL RESULTS

The standalone performance of the Company for the financial Year 2017-18 & 2016-17 is summarized as below.

(Amount in Lacs)

Particulars

2017-18

2016-17

Total Income 20,826,405.00 24,442,190.00
Total Expenditure 18,511,156.61 18,789,866.26
Profit before Tax 2,315,248.39 56,52,323.74
Less: Tax Expenses 362,865.55 5,74,908.00
Profit After Tax 1,969,069.94 5,077,415.74

FINANCIAL PERFORMANCE

During the year under review, Your Company has recorded a total income of Rs. 20,826,405.00 /- against Rs. 24,442,190.00/- in the previous year. Profit after taxation for the financial year ended on 31st March, 2018 is Rs. 1,969,069.94/- against Rs. 5,077,415.74/- in the previous year.

RESERVES & SURPLUS

The Reserves and Surplus is Rs. 148,302,323.16/- as on the end of the Current year and the Profit of the Current year Rs. 146,333,253.22 /- has been transferred to Reserve and Surplus.

DIVIDEND

In order to conserve the resources of the Company, Your Board has not recommended and declared any dividend during the period under review.

CHANGE IN THE NATURE OF BUSINESS, IF ANY

There were no changes in the nature of business have taken place so as to materially affect the financial position of the Company during the period under review.

DEPOSITS

The Company has not accepted deposit from the public falling within the ambit of Section 73 of the Companies Act, 2013 and The Companies (Acceptance of Deposits) Rules, 2014. No amount of principal or interest was outstanding as on the date of Balance Sheet.

FAMILIARIZATION PROGRAMME

The Company at its various meetings held during the Financial year 2017-18 had familiarize the Independent Directors with regard to the roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, the Business models of the Company etc. The Independent Directors have been provided with necessary documents, reports and internal policies to familiarize then with the Companys policies, procedures and practices.

Periodic presentations are made to the Board and Board Committee meeting on Business and performance updates of the Company, Business strategy and risks involved.

Quarterly updates on relevant statutory changes and judicial pronouncements and encompassing important amendments are briefed to the Directors.

STATUTORY AUDITORS

The Board has recommended to the shareholders, ratification of appointment of M/S. SINGH R. K. & ASSOCIATES, Chartered Accountants, FRN 027247N, Chartered Accountants as the statutory auditors of the company form the conclusion of Annual General Meeting until the conclusion of next Annual General Meeting of the company. The Auditors have furnished a declaration confirming their independence as well as their arms length relationship with the Company as well as their eligibility for appointment as Statutory Auditors of the Company under the relevant provisions of Section 139 of the Companies Act, 2013 read with such other rules and other statutory laws as may be applicable. The said appointment is subject to ratification by the members at every Annual General Meeting.

AUDITORS REPORT

The Notes on Financial Statements referred to in the Auditors Report are self-explanatory and therefore, in the opinion of the Directors, do not call for further comments.

EXTRACT OF THE ANNUAL RETURN

Pursuant to the provisions of Sect ion 134 (3) (a) of the Companies Act, 2013, Extract of the Annual Return for the financial year ended 31st March, 2018 made under the provisions of Sect ion 92 (3) of the Act in Form MGT -9 is annexed herewith as an Annexure.

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

The particulars as required under the provisions of Section 314(3)(m) of the Companies Act, 2013 read with Rule 8(3) of The Companies (Accounts) Rules, 2014 in respect of Conservation of Energy and Technology Absorption have not been furnished considering the nature of activities undertaken by the Company during the year under review.

There was no foreign exchange earning & outgo during the financial year under review.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

During the year under review, the Company is not required to comply with the provisions related to Corporate Social Responsibility on the basis of its financial statement.

DIRECTORS:

Changes in Directors & Key Managerial Personnel

During the year under review, Mr. Kishori Prasad Sharma was appointed as an Additional Director on 13.03.2018 in place of Mr. Virender Khanna, who has been resigned from the directorship of the company w.e.f 13.03.2018.

Declaration by an Independent Director

All Independent Directors have given declaration that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, and Listing Agreement.

FORMAL ANNUAL EVALUATION

Pursuant to the provisions of companies Act, 2013, the Board has carried out annual performance evaluation of its own performance, the directors individually as well the evaluation of the working of its Audit, Nomination & Remuneration and Stakeholder committee. The manner in which the evaluation has been carried out has been explained in Corporate Governance Report.

NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS

The Meetings of the Board are generally held at the Registered Office of the Company and also if necessary, in locations, where the Company operates.

During the year under review, 4 Board Meetings were held on 27/05/2017, 30/08/2017, 10/11/2017 and 13/03/2018

AUDIT COMMITTEE

During the year under review, 4 Audit Committee Meetings were held on 27/05/2017, 30/08/2017, 10/11/2017 and 13/03/2018

Name of Member

Designation

Category

Mr. Tarun Chauhan Member Executive Director
Ms. Mumtaj Member Independent Director
*Mr. Virender Khanna Member Independent Director
*Mr. Kishori Prasad Gupta Chairman Independent Director

*Mr. Kishori Prasad Sharma was appointed as an Additional Director on 13.03.2018 in place of Mr. Virender Khanna, who has been resigned from the directorship of the company w.e.f 13.03.2018.

NOMINATION & REMUNERATION COMMITTEE

The Company has duly constituted Nomination and Remuneration Committee to align with the requirements prescribed under the provisions of the Companies Act, 2013.

During the year under review, 4 Nomination and Remuneration Committee Meetings were held on 27/05/2017, 30/08/2017, 10/11/2017 and 13/03/2018

The details of the Composition of the Nomination and Remuneration Committee are given below:

Name of Member

Designation

Category

Mr. Madhu Anand Member Non-Independent Non Executive Director
Ms. Mumtaj Member Independent Director
*Mr. Virender Khanna Member Independent Director
*Mr. Kishori Prasad Gupta Chairman Independent Director

*Mr. Kishori Prasad Sharma was appointed as an Additional Director on 13.03.2018 in place of Mr. Virender Khanna, who has been resigned from the directorship of the company w.e.f 13.03.2018.

STAKEHOLDERS RELATIONSHIP COMMITTEE

The Company has duly constituted Stakeholders Relationship Committee to align with the requirements prescribed under the provisions of the Companies Act, 2013.

During the year under review, 4 Stakeholders Relationship Committee Meetings were held on 27/05/2017, 30/08/2017, 10/11/2017 and 13/03/2018

The details of the Composition of the Stakeholders Relationship Committee are given below:

Name of Member

Designation

Category

Mr. Madhu Anand Member Non-Independent Non Executive Director
Ms. Mumtaj Member Independent Director
*Mr. Virender Khanna Member Independent Director
*Mr. Kishori Prasad Gupta Chairman Independent Director

*Mr. Kishori Prasad Sharma was appointed as an Additional Director on 13.03.2018 in place of Mr. Virender Khanna, who has been resigned from the directorship of the company w.e.f 13.03.2018

DETAILS OF ESTABLISHMENT OF VIGIL MECHANISM FOR DIRECTORS ANDEMPLOYEES

During the year, as per Section 177(9) read with Rule 7(1) of The Companies (Meeting of Board and its Powers) Rules, 2014, Company is required to establish a Vigil Mechanism for its Directors and employees. In order to ensure that the activities of the Company and its employees are conducted in a fair and transparent manner by adoption of highest standards of professionalism, honesty, integrity and ethical behavior the company has adopted a vigil mechanism policy. This policy is explained in corporate governance report and also posted on the website of company.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186

During the year, Company has not provided Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

The Company has no material significant transactions with its related parties which may have a potential conflict with the interest of the Company at large. The details of transactions with the Company and related parties are given for information under notes to Accounts.

MANAGERIAL REMUNERATION:

Provision relating to Managerial Remuneration as per Section 197 read with Rule 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 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 Remuneration Policy is stated in the Corporate Governance Report.

SECRETARIAL AUDIT REPORT

Provisions relating to Secretarial Audit as per Section 204 read with Rule 9 of The Companies

(Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s PRIYANKA G & ASSOCIATES Company Secretaries, (Certificate of Practice No. 18038) to undertake the Secretarial audit of the Company for the Financial Year 2017-18 and the report is attached herewith. The Secretarial Auditor Report provided By the Secretarial Auditor in Form MR-3 has been enclosed as Annexure. The Secretarial Auditor Report is self explanatory and their Observation along with Management Representations is as followed:-

Observation in Secretarial Auditor Report Management Representation
1 The Company has not appointed Company Secretary and Chief Financial Officer under Section 203 of the Companies Act, 2013 read with Rule 8 of the Companies (Appointment of and Remuneration of Managerial Personnel) Rules, 2014. The Company is searching suitable candidates for respective posts, to comply with provisions of Section 203 of the Companies Act, 2013.
2 The Company has not appointed an Internal Auditor under Section 138 of the Companies Act, 2013 read with Rule 13 of the Companies (Accounts) Rules, 2014. The Company is searching suitable candidates for respective posts, to comply with provisions of Section 203 of the Companies Act, 2013.
3 During the period under review, there are some instances where the Company has filed delay intimations/Compliances to the Bombay Stock Exchange and Registrar of Companies, NCT of Delhi & Haryana. Due to some unavoidable circumstances Company has filed delayed in intimations/Compliances. The Management of the Company is believes in timely and proper compliance with true letter and spirit, hence assure to proper and timely comply with all the statutory provisions.
4 The company has not complied with the Regulation 44(3) of SEBI (LODR) Reg. 2015 in respect of filing of voting results of the AGM held for the F.Y. 2017. The Company had submit the outcome of AGM in order to comply the requirement of SEBI (LORD) Regulations 2015, however as far as concerned with voting result filing with BSE Limited, the company will comply with the requirement in future

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

The Company has a formal system of internal control testing which examines both the design effectiveness and operational effectiveness to ensure reliability of financial and operational information and all statutory / regulatory compliances. The Company has a strong monitoring and reporting process resulting in financial discipline and accountability.

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 Companies Act, 2013, 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. 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.

PARTICULARS OF EMPLOYEES AND OTHER DISCLOSURE

The prescribed particulars of Employees required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed herewith as Annexure to this Report. The information required pursuant to Section 197(12) read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of Employees of the Company, will be provided on request. In terms of Section 136 of the Act, the reports and accounts are being sent to the members and others entitled thereto, excluding the information on employees particulars mentioned in rule 5(2) of the said rule which is available for inspection by the Members at the Registered Office of the Company during the business hours on working days of the Company upto the date of ensuing Annual General Meeting. If any Member is interest in inspecting the same, such Member may write to the Compliance officer in advance.

DETAILS PER TAINING TO REMUNERATION AS REQUIRED UNDER SECTION 197(12) OF THE COMPANIES ACT, 2013 READ WITH RULE 5(1) OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014

Name of Director / KMP and Designation

Remuneration of Director/ KMP for FY 2017-18 (In Rs.)

% increase in Remuneratio n inFY 2017- 18**

Ratio of Remuneration of Director to Median Remuneration of employees

Ratio of Remuneration of Director to Median Remuneration of Employees

Mr. Tarun Chauhan 3,36,000.00 Nil Nil Nil

 

The number of permanent employees as on 31st March 2018 was 3

Average of remuneration of employees excluding KMPs Nil

No employees remuneration for the year 2017-18 exceeded the remuneration of any of Director.

Companys performance has been provided in the Directors Report which forms part of the Board

Report.

The key parameter for the variable component of key managerial personnel(s) is linked with Company performance and Individual performance. The remuneration of Directors, KMPs and other employees is in accordance with the Remuneration Policy of the Company.

STATEMENT CONTAINING THE PARTICULARS OF EMPLOYEES IN ACCORDANCE WITH SECTION 197 OF THE COMPANIES ACT, 2013 READ WITH RULE 5 OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF

MANAGERIAL PERSONNEL) RULES, 2014 AND FORMING PART OF DIRECTORS REPORT FOR THE FINANCIAL YEAR ENDED MARCH 31, 2018 NOT APPLICABLE

NAME OF THE COMPANIES WHICH HAVE BEEN BECOME OR CEASED TO BE ITS SUBSIDIARIES AND ASSOCIATE COMPANIES DURING THE YEAR

Since no Company has became or ceased as subsidiarie or Associate during the year under review, hence provision of section 129 of the Companies Act, 2013 is not applicable.

STATE OF COMPANY AFFAIRS:

The Company is complying with all the applicable laws and provisions and there is no adverse action against the business operations of the Company.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

In order to prevent sexual harassment of women at workplace; the provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 are effective in the Company.

Under the said Act every company is required to set up an Internal Complaints Committee to look into complaints relating to sexual harassment at workplace of any women employee. The Company has constituted Internal Committees (IC). While maintaining the highest governance norms, to build awareness in this area, the Company has been conducting induction / refresher programmes in the organization on a continuous basis and there was no complaint on sexual harassment during the year under review.

The Company has in place an Anti Sexual Harassment Policy in line with the requirements of the Sexual Harassment of Woman at Workplace (Prevention, Prohibition and Redressal) Act, 2013. All women employees (permanent, contractual, temporary and trainee) are covered under this Policy.

The following is a summary of Sexual Harassment complaints received and disposed off during the year:

a. No. of Complaints received: 0 b. No. of Complaints disposed off : 0

MAINTENANCE OF COST RECORD:

Maintenance of Cost record as specified by the Central Government under sub-section (1) of Section 148 of the Companies Act, 2013 is not applicable on the Company.

DIRECTORS RESPONSIBILITY STATEMENT

The Directors Responsibility Statement referred to in clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013, shall state that:-

(a) in the preparation of the annual accounts, 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 the end of the financial year and of the profit and loss of the company for that period;

(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, in the case of a listed company, had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively. - N.A.

(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.

HUMAN RESOURCES

There are no employees as on date on the rolls of the Company who are in receipt of Remuneration which requires disclosures under Section 134 of the Companies Act, 2013 and Companies (Particulars of Employees) Rules, 1975.

During the year under review, relationship with the employees is cordial.

ACKNOWLEDGEMENTS

Your Company and its Directors wish to extend their sincerest thanks to the Members of the Company, Bankers, State Government, Local Bodies, Customers, Suppliers, Executives, Staff and workers at all levels for their continuous co- operation and assistance.

For and on behalf of board of Directors Dated: 04.08.2018 HPC Biosciences Limited Place: New Delhi

Sd/- Madhu Anand

Director

DIN: 06447160

Sd/- Tarun Chauhan

Director DIN: 06435943