To,
The Members,
Your Directors have pleasure in presenting their 19th Annual Report on the business and
operations of the Company and the accounts for the Financial Year ended March 31, 2021.
FINANCIAL RESULTS
The standalone performance of the Company for the financial Year 2020-2021 &
2019-20 is summarized as below.
|
|
(Amount in Rupees) |
| Particulars |
2020-21 |
2019-20 |
| Total Income |
23,713,728.38 |
13,015,277.00 |
| Total Expenditure |
11,798,394.38 |
9,425,506.80 |
| Profit before Tax |
11,915,334.00 |
3,589,770.30 |
| Less: Tax Expenses |
219,927.00 |
223,439.00 |
| Profit After Tax |
11,695,407.00 |
3,366,331.30 |
FINANCIAL PERFORMANCE
During the year under review, Your Company has recorded a total income of Rs.
23,713,728.38 /- against Rs. 13,015,277.10/- in the previous year. Profit after taxation
for the financial year ended on 31st March, 2021 is Rs. 11,695,407.00/- against Rs.
33,66,331.30/- in the previous year.
RESERVES & SURPLUS
The Reserves and Surplus is Rs. 168,905,943.60/- as on the end of the Current year and
the Profit of the Current year Rs. 11,695,407.00/- 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 2020-21 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 Company's 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 appointed M/s. Rahul A. Kumar & Co., Chartered Accountants (Firm
Registration No.
033148N) as the statutory auditor 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 arm's
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.
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, 2021 made under the
provisions of Sect ion 92 (3) of the Act in Form MGT -9 is annexed herewith as an
Annexure-1.
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, there has been no change in the composition of Broad of
Directors of the company.
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.
NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS
The Meetings of the Board are generally held at the Registered Office of the Company
where the Company operates.
During the year under review, 06 (Six) Board Meetings were held on 26.06.2020,
29/07/2020, 31/08/2020, 09/11/2020, 22/01/2021 and 24/03/2021.
AUDIT COMMITTEE
During the year under review, 4 Audit Committee Meetings were held on 26/06/2020,
31/08/2020, 09/11/2020 and 22/01/2021.
| Name of Member |
Designation |
Category |
| Mr. Madhu Anand |
Member |
Non-Independent Non Executive Director |
| Ms. Mumtaj |
Member |
Independent Director |
| Mr. Kishori Prasad Gupta |
Chairman |
Independent Director |
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, nomination and Remuneration Committee Meetings were held
on 26/06/2020, 31/08/2020, 09/11/2020 and 22/01/2021.
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. Kishori Prasad Gupta |
Chairman |
Independent Director |
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, Stakeholders Relationship Committee Meetings were held on
26/06/2020, 31/08/2020, 09/11/2020 and 22/01/2021.
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. Kishori Prasad Gupta |
Chairman |
Independent Director |
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 provided Loans, Guarantees and Investments covered under
the provisions of Section 186 of the Companies Act, 2013, details of the same has been
provided in the financial statement of the company.
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 Mr. Jatin Chopra Company Secretaries, to undertake the
Secretarial audit of the Company for the Financial Year 2020-21 and the report is attached
herewith. The Secretarial Auditor Report provided By the Secretarial Auditor in Form MR-3
has been enclosed as Annexure-2. The Secretarial Auditor Report is self explanatory and
their Observation along with Management Representations is as followed:-
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. Annual Listing fees will be paid on the availability of Funds.
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.
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 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 today's 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
| Sr. No. Name of Director / KMP and Designation |
Remuneration of Director/ KMP for FY 2020-21 (In Rs.) |
% increase in Remuneratio n in FY 2020- 21** |
Ratio of Remuneration of Director to Median Remuneration of employees |
Ratio of Remuneration of Director to Median Remuneration of
Employees |
| 1 Mr. Tarun Chauhan |
98,750.00 |
Nil |
Nil |
Nil |
The number of permanent employees as on 31st March 2021 was 1.
Average of remuneration of employees excluding KMPs Nil
No employee's remuneration for the year 2020-21 exceeded the remuneration of any of
Director.
Company's 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
FINANCIALYEARENDED MARCH 31, 2021 NOTAPPLICABLE
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 subsidiaries 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' RESPONSIBILITYSTATEMENT
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.
Annual Report 2020-21
(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: 26.08.2021 |
|
HPC Biosciences Limited |
| Place: New Delhi |
|
|
|
Sd/- |
Sd/- |
|
Madhu Anand |
Kishori Prasad Gupta |
|
Director |
Director |
|
DIN: 06447160 |
DIN: 08084072 |
|