TO THE MEMBERS
The Directors have pleasure in presenting their 28th Annual Report and Audited Accounts for the year ended 31st March 2016.
Financial Results [Rs. In Lacs]
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Particulars
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Year ended 31.03.2016
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Year ended 31.03.2015
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Gross Revenues
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5723.65
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6473.57
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Profit / (Loss) before Interest, Depreciation and Tax
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1007.38
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750.80
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Financial Expenses
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388.07
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165.73
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Depreciation & Amortization
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544.05
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492.88
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(Loss)/ Profit Before Tax
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74.77
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83.56
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Taxation for the year
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15.62
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47.00
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(Loss)/ Profit After Tax
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59.15
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36.56
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Deferred Tax Adjustment
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53.96
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(50.97)
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Net (Loss) Profit after Deferred Tax Adjustment
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5.19
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87.53
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Profit/(Loss) brought forward from previous year
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266.7
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179.17
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Balance carried forward
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271.89
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266.7
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Note: Previous year figures have been regrouped wherever considered necessary.
Dividend
To conserve the resources, your Directors do not recommend any Dividend for the year under review.
Operations
The total revenue of the Company during the year 2015-16 was Rs.5723.65 Lacs as compared to Rs. 6473.57 Lacs of previous fiscal year. The Cash Profit was Rs.549.24 Lacs whereas net profit after tax was Rs. 5.19 Lacs during the year under review.
Products & Business
The Company's main business is “Food Service Disposables”. Your company continues to be market leader in India. During the previous year Company has started manufacturing of Food Storage Container through unique process of Thermoforming, which Food service Containers - manufactured by Thermoforming process, a new development in the country. These containers are Microwaveable, Deep-freezable and reusable and at the same time very affordable. The long term prospect for this market segment is expected to be of high growth.
The Company also manufactures three Compartment Lunch Box suitable for Office, School as well as a Picnic lunch box.
Exports
During the year the Company achieved an Export Turnover of Rs.1091.98 Lacs as compared to Rs. 866.44 Lacs in the previous year.
Reserves
No amount has been proposed to carry to Reserves.
Directors' Responsibility Statement [Section 134 (5)]
Your Directors state that:
a) in the preparation of the annual accounts for the year ended March 31, 2016, the applicable accounting standards have been followed and there are no material departures from the same;
b) the Directors have 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 as at March 31, 2016 and of the profit of the Company for the year ended on that date;
c) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;
d) the Directors have prepared the annual accounts on a 'going concern' basis;
e) the Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and
f) the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.
Directors and Key Managerial Personnel
Mr. Harish B Doshi (DIN: 00873796), the Director of the Company retires by rotation at the ensuring Annual General Meeting and being eligible offers himself for re-appointment. The Board recommends his reappointment.
Mr. Manish Navalakha, CFO of the Company has resigned on 04.02.2016. The Board records its appreciation of the significant contribution of Mr. Manish Navalakha to the Company.
The Company has received declarations from all the Independent Directors of the Company confirming that they meet with the criteria of independence as prescribed both under the Act and Regulation 25 of the SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015.
Nomination and Remuneration Committee has laid down various criteria for performance evaluation of Independent Directors which, inter-alia, includes preparedness and attendance at the meetings, understanding of Company's operations and business and contribution at Board Meetings.
The details of programmes for familiarization of Independent Directors with the Company, their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, business model of the Company and related matters are put up on the website of the Company.
The following policies of the Company are put up on the website of the Company
a) Policy for selection of Directors and determining Directors independence; and
b) Remuneration Policy for Directors, Key Managerial Personnel and other employees.
Meetings of the Board
The Board of Directors duly met Four times on 29th May, 2015, 7th August, 2015, 6th November, 2015 and 8th February, 2016.
Board Evaluation
The Nomination and Remuneration Committee has defined the evaluation criteria for the Performance Evaluation of the Board, its Committees and individual Directors.
Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has carried out a formal annual evaluation of its own performance and that of its Committees and individual Directors
The evaluation of each of the directors was done, inter-alia, on the basis of their advisory role and contribution in the decision making. Further, the evaluation of the Board as a whole and all the Committees of the Directors was done, inter-alia, on the basis of the overall directions and guidance provided to the senior executives and supervision over their performance
Internal Financial Controls
The Company has in place adequate internal financial controls with reference to financial statements. During the year, such controls were tested and no reportable material weakness in the design or operation were observed.
Audit Committee
The Audit Committee comprises of Independent Directors namely of Mr. Mehul Patel, Mr. R. S. Maker and Mr. Hemant Bhuta. The Chairman of the Committee is Mr. Mehul Patel. All the recommendations made by the Audit Committee were accepted by the Board.
Nomination and Remuneration policy
On recommendation of Nomination and Remuneration Committee, the Board of Directors at its Meeting held on Saturday, 31st January, 2015 has approved a Remuneration Policy for the appointment and remuneration of the directors, key managerial personnel (KMP) and other employees.
The key objectives of the Policy are to lay down the criteria for appointment and remuneration of Directors, Key Managerial Personnel and Executives at Senior Management level and recommend to the Board their appointment, and also to formulate criteria for evaluation of performance of Independent Directors and the Board and to devise a policy on Board diversity.
The Policy, inter-alia, includes criteria for determining qualifications, positive attributes, independence of a director, and expertise and experience required for appointment of Directors, KMP and Senior Management.
The Nomination and Remuneration Policy is available on the Company's website www.biopacindia.com.
Auditors
The terms of office of M/s. Shah, Shah & Shah as the Auditors of the Company will expire at the conclusion of the ensuing Annual General Meeting of the Company and being eligible offer themselves for re-appointment as Auditors of the Company. The Company has received a certificate from the Auditors to the effect that their appointment, if made, would be within the prescribed limits under Section 141 of the Companies Act, 2013. The members are requested to appoint the Auditors and authorize the Board to fix their remuneration. The Audit Report does not contain any qualification, reservation or adverse remark.
Secretarial Auditor
The Board has appointed Mr. Prashant Diwan, Practicing Company Secretary, to conduct Secretarial Audit for the financial year 2015-16. The Secretarial Audit Report for the financial year ended March 31, 2016 is annexed herewith marked as Annexure I to this Report. The Secretarial Audit Report contain non-compliance of Section 203(1)(ii) of the Companies Act, 2013. However there is no reservation or adverse remark.
As regards to the non compliance observed by Secretarial Auditor, your Company is in process of appointing a Company Secretary.
Fixed Deposits
The Company has not accepted any Deposits from the Public during the financial year 2015-2016.
Particulars of Loans given, Investments made, Guarantees given and Securities provided under section 186 of the Companies Act, 2013
There was no loans and guarantees given, no investments made and no securities provided by the Company under Section 186 of the Companies Act, 2013 during the year under review and hence the said provision is not applicable.
Particulars of Contracts or Arrangements made with Related Parties.
There was no contract or arrangements made with related parties as defined under Section 188 of the Companies Act, 2013 during the year under review. However all related party Transactions as required under Accounting Standards 18 have been reported in the notes to financial statements of the Company.
Subsidiaries, Joint Ventures and Associate Companies
The Company does not have any Subsidiary, Joint venture or Associate Company.
Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo
The particulars relating to conservation of energy, technology absorption, foreign exchange earnings and outgo, as required to be disclosed under the Act, are provided in Annexure II to this Report.
Extract of Annual Return
Extract of Annual Return of the Company is annexed herewith as Annexure III to this Report.
Particulars of Employees and related disclosures
The particulars of employees required to be furnished pursuant to Section 197(12) of the Companies Act, 2013 read with sub-rules 2 and 3 of Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is annexed herewith as Annexure IV to this Report. However, as per the provisions of Section 136 of the Companies Act, 2013, read with sub-rules 2 and 3 of Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Annual Report excluding the statement of particulars of employees, is being sent to all members of the Company. Any member interested in obtaining a copy of the said statement may write to the Compliance officer of the company at the Registered Office of the Company.
Corporate Governance
In terms of Regulation 15 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 entered into with the Stock Exchanges at Mumbai, a Report on Corporate Governance and Certificate from the Auditors of the Company is given in the Annexure V which form part of the Directors' Report.
As regards the observations made in auditors Certificate on Corporate Governance the Directors clarify as under.
The company is in process of appointing a company secretary
Management Discussions and Analysis
A brief note on Management Discussions and Analysis of the results for the year under review is given in Annexure VI which forms part of the Directors' Report.
Corporate Responsibility Statement (CSR):
Your Directors state that the provisions of Section 135 of the Companies Act, 2013 regarding the provisions for Corporate Social Responsibility is not applicable to the Company as the Company is not falling under the said parameters.
Disclosures:
Vigil Mechanism
The Vigil Mechanism of the Company, which also incorporates a whistle blower policy in terms of the Listing Agreement, includes an Ethics & Compliance Task Force comprising senior executives of the Company. Protected disclosures can be made by a whistle blower through an e-mail, or dedicated telephone line or a letter to the Task Force or to the Chairman of the Audit Committee. The Policy on vigil mechanism and whistle blower policy may be accessed on the Company's website.
General
Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review:
1. No material changes and commitments affecting the financial position of the Company occurred between the end of the financial year to which this financial statements relate on the date of this report.
2. The Company does not have any Risk Management Policy as the elements of risk threatening the Company's existence is very minimal.
3. No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Company's operations in future.
4. Your Directors further state that during the year under review, there were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.
Acknowledgement
Your Directors take this opportunity to thank all employees of the Company for their hard work, dedication and commitment and appreciate the co-operation received from the Bankers and other Government authorities during the year under review.
For and on behalf of the Board
Harish Doshi
Chairman
DIN No: 00873796
Place: Mumbai
Date: 12th August 2016
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