[HPC BIOSCIENCES LIMITED] Annual Report HPC BIOSCIENCES LIMITED THIRTEENTH ANNUAL REPORT FY P a g e

Transcription

1 HPC BIOSCIENCES LIMITED THIRTEENTH ANNUAL REPORT FY P a g e

2 COMPANY INFORMATION BOARD OF DIRECTORS Tarun Chauhan Madhu Anand Virender Khanna Executive Director (Whole-time Director) Non Independent Director (Non-executive Director) Independent Director (Non-executive Director) COMPANY SECRETARY AND COMPLIANCE OFFICER Rachna Kothari BANKERS Oriental Bank of Commerce STATUTORY AUDITORS M/s Singh R. K. & Associates, Chartered Accountants H.No.114A, Bhawan Nagar, Bala Sahab Road New Delhi FRN: N CORPORATE IDENTIFICATION NUMBER (CIN) L24119DL2002PLC REGISTERED OFFICE Plot No. 6 Third Floor, Office No.304 I.P.Ext. Near Ajanta Apartment, Delhi Website: REGISTER AND TRANSFER AGENT Bigshare Services Private Limited, E-2/3, Ansa Industrial Estate, Saki Vihar Road, Saki Naka, Andheri (East), Mumbai, Maharashtra, bssdelhi@bigshareonline.com Website: 2 P a g e

3 Contents S. NO CONTENT 1. Notice 2. Director s Report 3. Corporate Governance Report 4. CEO / CFO Certification 5. Management Discussion and Analysis 6. Auditors Report 7. Balance Sheet Profit and Loss Account Cash Flow Statement Notes on the Balance Sheet & Profit and Loss Account Attendance Slip/ Proxy Form 3 P a g e

4 NOTICE OF ANNUAL GENERAL MEETING Notice is hereby given that 13 th Annual General Meeting of the members of HPC Biosciences Limited will be held at Retreat Motel/Resort, Alipur, Main G.T. Road, Near Palla Mod, Delhi on Monday, 21 st September, 2015 at 09:30 A.M. to transact the following business: ORDINARY BUSINESS 1. To receive, consider and adopt the Financial Statements of the Company for the year ended 31 st March, 2015 including Audited Balance Sheet as at 31 st March, 2015 and the Statement of Profit and Loss Account, Cash Flow Statement for the year ended on that date and the Reports of the Board of Directors and Auditor s thereon. 2. To appoint a Director in place of Ms. Madhu Anand, who retires by rotation and, being eligible, offers herself for re-appointment. 3. To ratify the appointment of M/s. SINGH R. K. & ASSOCIATES, Chartered Accountants, FRN N as statutory auditors of the Company to hold the office form the conclusion of this Annual General Meeting till the Conclusion of next Annual General Meeting of the Company and to fix their remuneration. SPECIAL BUSINESS 4. To appoint Shri Virender Khanna (DIN: ) as an Independent Director and in this regard to consider and if thought fit, to pass, with or without modification(s), the following resolution as an Ordinary Resolution: RESOLVED THAT pursuant to the provisions of Section 160, 149, 152 and all other applicable provisions and Schedule IV to the Companies Act, 2013, the Companies (Appointment the Companies (Appointment and Qualifications of Directors) Rules, 2014, as may be amended, from time to time and the Listing Agreement, Mr. Virender Khanna (DIN: ), who was appointed as an Additional Director with effect from 14th January,2015 and whose term expires at this Annual General Meeting, be and is hereby appointed as an Independent Director of the Company, to hold office for a term of five consecutive years commencing from 14 th January, Dated: Place: New Delhi For and on behalf of board of HPC Biosciences Limited sd/- MADHU ANAND Director DIN: P a g e

5 NOTES 1. Member entitled to attend and vote at the meeting is entitled to appoint proxy to attend and vote instead of himself/herself and such proxy need not be a member of the company. Proxy instrument should be lodged with the company at its registered office not less than 48 hours before the commencement of the meeting. A person can act as proxy on behalf of members not exceeding fifty (50) and holding in the aggregate not more than ten percent of the total share capital of the Company. The instrument of Proxy in order to be effective, should be deposited at the Registered Office of the Company, duly completed and signed, not less than 48 hours before the commencement of the meeting. A Proxy form is sent herewith. Proxies submitted on behalf of the companies, societies etc., must be supported by an appropriate resolution/authority, as applicable. During the period beginning 24 hours before the time fixed for the commencement of the meeting and ending with the conclusion of the meeting, a member would be entitled to inspect the proxies lodged at any time during the business hours of the Company, provided that not less than three days of notice in writing is given to the Company. 2. Shareholders desiring any information as regards the Accounts are required to write to the Company at least seven days in advance of the meeting so that the information, to the extent practicable, can be made available at the meeting. 3. The share transfer books and Members Register of the Company will remain closed from 9 th September, 2015 to 11 th September, 2015 (both days inclusive). 4. The Company has appointed M/s Bigshare Services Private Limited as the Registrars and Transfer Agents for both physical as well as electronic transfers. The equity shares of the Company have been inducted in both National Securities Depositories Limited and Central Depositories Services (India) Limited to enable shareholders to hold and trade the securities in dematerialised / electronic form. (ISIN - INE507O01025) 5. Members are requested to notify changes, if any, in their address to M/s Bigshare Services Private Limited, the Registrar and Transfer Agents of the Company. 6. Any member of the company on demand shall be entitled to be furnished free of cost, a copy of the Balance sheet of the company and of every document required by the law to be annexed thereto including the Profit and loss account and the director s report. Copies of these documents will also be kept open for 21 days before the date of the meeting. 7. Shareholders holding shares in the electronic form are requested to inform any change in address/bank mandate directly to their respective Depository Participants. The address/bank mandate as furnished to the Company by the respective Depositories viz. NSDL and CDSL will be printed on the dividend warrants. 5 P a g e

6 8. Details under Clause 52 of the Listing Agreement with the Stock Exchange in respect of the Directors seeking appointment/re-appointment at the Annual General Meeting, form integral part of Notice. The Directors have furnished the requisite declarations for their appointment/re-appointment. 9. The Securities and Exchange Board of India (SEBI) has mandated the submission of Permanent Account Number (PAN) by every participant in security market. Shareholders holding shares in electronic form are, therefore requested to submit the PAN to their Depository Participant with whom they are maintaining their Demat accounts. Shareholders holding share in physical form can submit their PAN details to the Company or the RTA (M/s Bigshare Services Private Limited). We request you to update your address with your depository participant if shares are in dematerialized form and with Registrar and Transfer Agent of the Company if shares are in physical form to ensure that the annual report and other documents reach you on your preferred address. 10. Members may also note that the Notice of the Annual General meeting and the Annual report for the Financial Year will be also available on the Company s Website: for download. 11. Shareholders are requested to hand over the enclosed Attendance Slip, duly signed in accordance with their specimen signature registered with the Company, for admission to the meeting hall. 12. Any queries regarding the Annual Accounts or otherwise must be sent to Registered Office of the Company at least 10 days before the date of meeting. For and on behalf of board of Dated: HPC Biosciences Limited Place: New Delhi sd/- Madhu Anand Director DIN: EXPLANATORY STATEMENT PURSUANT TO SECTION 102(1) OF THE COMPANIES ACT, ITEM NO.:4 Mr.Virender Khanna was appointed as an Additional Director with effect from , Pursuant to Section 149 of the Companies Act, 2013 (new act) read with the Rules made thereunder, the Independent Directors shall hold office for a period of upto 5 consecutive years and shall not be liable to retire by rotation. He may be appointed for a maximum of two consecutive terms of upto 5 years each. He is Independent director of the company and has been holding the office of Directorship. The Company has received notices in writing from a member along with the deposit of requisite amount under section 160 of the Act proposing the candidature of his appointment as Independent Director of the Company. He is not disqualified from being appointed as Directors in terms of Section 164 of the Act and has given his consent to act as Director. The Company has also received 6 P a g e

7 declarations from him that he meet with the criteria of independence as prescribed under Section 149(6) of the Act and the Listing agreement. The Board considered the independence of her in terms of Section 149 and Schedule IV to the Companies Act, 2013 and the Listing Agreement and was of the view that he fulfills the criteria of independence as mentioned in the above provisions and can be appointed in the above provisions and can be appointed as Independent Director. Mr. Virender Khanna (DIN: ) is an eminent Professional and brings rich and varied experience to the Board. The Board of Directors recommend the resolution set out in the Notice for approval of the Members. Mr. Virender Khanna (DIN: ) is interested in their respective resolution to the extent of his appointment. None of the remaining Directors and their relatives is concerned or interested in the proposed resolutions. Dated: Place: New Delhi For and on behalf of board of HPC Biosciences Limited sd/- Madhu Anand Director DIN: BRIEF PROFILE OF THE DIRECTORS Mrs. MADHU ANAND, aged 61 years (08/11/1953), is the Promoter and Non -Executive Director of our Company. She has 10 years of experience in agriculture and food processing sector. She is well associated with day to day affairs of this company. She predominantly responsible of agriculture operation & logistics supply chain management division of company. She has been on the Board of Directors of our Company since October, OTHER DIRECTORSHIPS: NIL. Mr. VIRENDER KHANNA, aged 34 years is the Independent Director of the Company w.e.f , He is having experience in Marketing and Finance. He is Graduate in Arts. OTHER DIRECTORSHIPS: DEAP HOSPITALITY PRIVATE LIMITED. 7 P a g e

8 DIRECTORS REPORT [HPC BIOSCIENCES LIMITED] To, The Members, Your Directors have pleasure in presenting their 13 th Annual Report on the business and operations of the Company and the accounts for the Financial Year ended March 31, Financial Results The standalone performance of the Company for the financial Year & is summarized as below. (Amount in Lacs.) Particulars Total Income Total Expenditure Profit before Tax Less:Tax Expenses Profit After Tax FINANCIAL PERFORMANCE During the year under review, Your Company has recorded a total income of Rs Lacs against Rs Lacs in the previous year. Profit after taxation for the financial year ended on 31 st March, 2015 decreased to Rs Lacs against Rs Lacs in the previous year. RESERVES & SURPLUS The Reserves and Surplus is Rs Lacs as on the end of the Current year and the Profit of the Current year Rs Lacs 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. SHARE CAPITAL Right Issue: The Board of Directors of the Company at its meeting held on April 29, 2014 has decided to raise the funds through issue of Equity Shares on Right Basis and considered and approved the following: "The Right Issue in the ratio of 1 (one) Equity Shares for 2 (two) Equity Shares held by the existing Shareholders of the Company. 8 P a g e

9 The Board of Directors of the Company in its meeting held on January 14, 2015 approved the Split of Equity Shares of the Company having face value of Rs. 10/- each into Rupee 1/- each. Further, they decided to withdraw the application for Right Issue filed with BSE. The Company has also intimated to its Merchant Banker "Choice Capital Advisors Private Limited" regarding the withdrawal dated January 19, 2015 and received No-Objection Certificate from the same dated January 21, Sub-Division The Authorized Share Capital as on March 31, 2015 was Rs. 25 crores (2,50,000,000 shares of Rs.1/each). The Company has split up its share capital from Rs.10 per share into the shares of Rs. 1/- each w.e.f divided into 2,50,000,000 (Rupees Two Crore Fifty Lacs )Equity Shares of Rs.1/-(Rupess One Only) each. 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, 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 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 recommended to the shareholders, the ratification of M/s. SINGH R. K. & ASSOCIATES, Chartered Accountants, FRN N, Chartered Accountants as auditors. 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. The said appointment is subject to ratification by the members at every Annual General Meeting. 9 P a g e

10 AUDITORS REPORT The explanations or comments by the Board on every qualification, reservation or adverse remark or disclaimer made by the auditor in his report shall be given. EXTRACT OF THE ANNUAL RETURN The extract of the annual return in Form No. MGT 9 as forming part of the Board s report is attached herewith. Conservation of energy, technology absorption and foreign exchange earnings and outgo The details of conservation of energy, technology absorption, foreign exchange earnings and outgo are as follows: A) Conservation of energy: (i) the steps taken or impact on conservation of energy; (ii) the steps taken by the company for utilising alternate sources of energy; (iii) the capital investment on energy conservation equipments; (B) Technology absorption: (i) the efforts made towards technology absorption; (ii) the benefits derived like product improvement, cost reduction, product development or import substitution; (iii) in case of imported technology (imported during the last three years reckoned from the beginning of the financial year)- (a) the details of technology imported; (b) the year of import; (c) whether the technology been fully absorbed; (d) if not fully absorbed, areas where absorption has not taken place, and the reasons thereof; and (iv) the expenditure incurred on Research and Development. (C) Foreign exchange earnings and Outgo: The Foreign Exchange earned in terms of actual inflows during the year and the Foreign Exchange outgo during the year in terms of actual outflows. 10 P a g e

11 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 Mr. Sushil Rao Kumar, Director of the Company resigned from office of director as on due to pre- occupancy and Mr. Virender Khanna, has been appointed as additional director w.e.f During the year under review, Ms. Aditi Gupta appointed as Company Secretary & Compliance Officer of the company w.e.f and resigned w.e.f respectively. Ms. Avni Garg, appointed as Company Secretary & Compliance Officer of the company w.e.f. 16/10/2014 and resigned from the Company w.e.f respectively. Ms. Rachna Kothari has been appointed as Company Secretary & Compliance officer of the Company w.e.f Declaration by an Independent Director(s) and re- appointment, if any 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, 17 Meetings were held on 16/04/2014, 29/04/2014, 27/05/2014, 11/06/2014, 04/08/2014, 03/09/2014, 15/09/2014, 16/10/2014, 18/10/2014, 13/11/2014, 08/12/2014, 08/01/2015, 14/01/2015, 31/01/2015, 02/02/2015, 11/02/2015 & 25/03/2015. COMPOSITION AND MEETINGS OF AUDIT COMMITTEE DURING THE YEAR Name of Member Designation Category Ms. Sakshi Saxena Chairman Independent Director Ms. Madhu Anand Member Non-Independent Non Executive Director 11 P a g e

12 Mr. Sushil Rao Kumar# Member Independent Director Mr. Virender Khanna* Member Independent Director # Resigned from the Directorship w.e.f *Appointed as Director w.e.f [HPC BIOSCIENCES LIMITED] COMPOSITION AND MEETINGS OF STAKEHOLDERS RELATIONSHIP COMMITTEE DURING THE YEAR Name of Member Designation Category Ms. Sakshi Saxena Member Independent Director Mr. Tarun Chauhan Member Non-Independent Executive Director Mr. Sushil Rao Kumar# Member Independent Director Mr. Virender Khanna* Chairman Independent Director # Resigned from the Directorship w.e.f *Appointed as Director w.e.f 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, The details of the Composition of the Nomination and Remuneration Committee are given below: Name of Member Designation Category Ms. Sakshi Saxena Member Independent Director Ms. Madhu Anand Member Non-Independent Non Executive Director Mr. Sushil Rao Kumar# Member Independent Director Mr. Virender Khanna* Chairman Independent Director # Resigned from the Directorship w.e.f *Appointed as Director w.e.f CHANGE IN REGISTERED OFFICE During the year under review the company change its registered office from Flat No-6, First Floor, 40, Hanuman Road, New Delhi To Plat No. 6, Third Floor, Office no. 304, I P Extension, Near Ajanta Apartment, Delhi w.e.f. January 8,2015. CHANGE OF RTA The Registrar & Transfer Agent of the Company has been changed from MAS Services Limited to Bigshare Services Private Limited, E-2/3, Ansa Industrial Estate, Saki Vihar Road, Saki Naka, Andheri (East), Mumbai, Maharashtra, P a g e

13 13 P a g e [HPC BIOSCIENCES LIMITED] DETAILS OF ESTABLISHMENT OF VIGIL MECHANISM FOR DIRECTORS AND EMPLOYEES 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, 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: Provisions 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 Urvashi Aggarwal & Co Company Secretaries, (Certificate of Practice No ) to undertake the Secretarial audit of the Company for the Financial Year and the report is attached herewith. The Secretarial Auditor Report provided By the Secretarial Auditor in Form No. MR-3 has been enclosed as Annexure. CORPORATE GOVERNANCE CERTIFICATE As per Clause 52 of SME Listing Agreement for Listed Companies on BSE. A Certificate from Statutory Auditors of the Company on the compliance with Corporate Governance requirements by your Company is attached to the Report on Corporate Governance. MANAGEMENT DISCUSSION AND ANALYSIS REPORT As required under Clause 52 of the Listing Agreement with the Stock Exchanges, the Management Discussion and Analysis of the financial condition and results of consolidated operations of the Company under review, is annexed to Directors Report.

14 MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIALPOSITION 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 THE REPORT There have been no material changes and commitments which can affect the financial position of the Company occurred between the end of the financial year of the Company and date of this report. 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 14 P a g e

15 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 PERTAINING TO REMUNERATION AS REQUIRED UNDER SECTION 197(12) OF THE COMPANIES ACT, 2013 READ WITH RULE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, (1) OF THE Sr. No. Name of Director/KMP and Designation Remuneration of Director/ KMP for FY (In Rs. ) % increase in Remuneration in FY ** Ratio of Remuneration of Director to Median Remuneration of employees Nil Nil Nil Nil Nil Nil Ratio of Remuneration of Director to Median Remuneration of Employees The number of permanent employees as on 31st March 2015 was 3. Average of remuneration of employees excluding KMPs Nil No employee s remuneration for the year exceeded the remuneration of any of the Directors. 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 FINANCIAL YEAR ENDED MARCH 31, 2015 NOT APPLICABLE NAME OF THE COMPANIES WHICH HAVE BEEN BECOME OR CEASED TO BE ITS SUBSIDIARIES AND ASSOCIATE COMPANIES DURING THE YEAR Since the Company has no subsidiaries as on 31st March, 2015, 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. 15 P a g e

16 During the year under review, relationship with the employees is cordial. 16 P a g e [HPC BIOSCIENCES LIMITED] 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 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, 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 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.

17 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 cooperation and assistance. For and on behalf of board of Dated: HPC Biosciences Limited Place: New Delhi Sd/- Sd/- Madhu Anand Tarun Chauhan Director Director DIN: DIN: P a g e

18 SECRETARIAL AUDIT REPORT FOR THE FINANCIAL YEAR ENDED [HPC BIOSCIENCES LIMITED] [Pursuant to section 204(1) of the Companies Act, 2013 and rule No.9 of the Companies (Appointment and Remuneration Personnel) Rules, 2014] To The Members HPC BIOSCIENCES LIMITED CIN: L24119DL2002PLC Plot No. 6 Third Floor, Office No.304 I.P.Ext. Near Ajanta Apartment, Delhi We were appointed by the Board of Directors of HPC BIOSCIENCES LIMITED (hereinafter called the Company) to conduct Secretarial Audit on a voluntary basis for the period commencing from 1 st April 2014 to 31 st March We have conducted the secretarial audit in respect of compliance with applicable statutory provisions and adherence to good corporate practices by the Company. Secretarial Audit was conducted in a manner that provided us a reasonable basis for evaluating the corporate conduct/statutory compliances and expressing our opinion thereon. Based on our verification of Company s books, papers, minutes, forms and returns filed and other records maintained by the Company and also the information provided by the Company, its officers, agents and authorized representatives during the conduct of secretarialaudit, we hereby report that in our opinion, the Company has, during the audit period covering the financial year ended on March 31, 2015 complied with the statutory provisions listed hereunder and also that the Company has proper Board-processes and compliancemechanism in place to the extent, in the manner and subject to the reporting made hereinafter: We have examined the books, papers, minutes, forms and returns filed and other records maintained by the Company for the financial year ended on March 31, 2015 according to the provisions of the following Laws (whichever applicable): (i) The Companies Act, 2013 (the Act) and the rules made thereunder; (ii) The Securities Contracts (Regulation) Act, 1956 ( SCRA ) and the rules made thereunder; (iii) The Depositories Act, 1996 and the Regulations and Bye-law framed thereunder; 18 P a g e

19 (iv) Foreign Exchange Management Act, 1999 and the rules and regulations made there under to the extent of Foreign Direct Investment and Overseas Direct Investment; (v) The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992 ( SEBI Act ):- (a) The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011; (b) The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 1992; (c) The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009; (d) The Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999; (e) The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008; (f) The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations, 1993 regarding the Companies Act and dealing with client; (g) The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009; and (h) The Securities and Exchange Board of India (Buyback of Securities) Regulations, (vi) and other applicable laws We have also examined compliance with the applicable clauses of the following: (i) The Secretarial Standards issued by the Institute of Company Secretaries of India. (Not Applicable for the year ) (ii) The Listing Agreements entered into by the Company with BSE Limited -SME Platform. During the period under review the Company has complied with the provisions of the Act, Rules, Regulations, Guidelines, Standards, etc. mentioned above except to the extent as mentioned below: 1. The Company has failed to comply with the provisions of Section 92 of the Companies Act, 2013 regarding filing of Annual Return for the year The Company has failed to comply with the provisions of Section 138 of the Companies Act, 2013 regarding appointment of Internal Auditor for the year The Company has failed to comply with the provisions of Section 203 of the Companies Act, 2013 regarding appointment ofchief Financial Officer (CFO) askey Managerial Personnel (KMP). 19 P a g e

20 4. The Company has not filed E-form MGT 10 with Registrar of Companies, NCT of Delhi & Haryana in respect of change of Shareholding of top ten shareholders during the period under audit. 5. During the year under Audit, the Company has not submitted the Intimations - Quarterly, Half Yearly and Annual Compliances within the time as stipulated under the Listing Agreement of the Stock Exchange.. 6. The management of the Company has reported and certified that the Company has obtained requisite approvals for grant of loans and advances to any party and complied with the provisions ofsection 186 of the Companies Act, 2013 and any other applicable laws. However Company could notproduce necessary records/supporting documents during the audit process. 7. The Company has filed the following E-forms with Registrar of Companies, NCT of Delhi & Haryanawith late fees for the year : (a) E-Form 23AC &E-Form 23ACA - For Annual Filing for the year (b) E-Form MGT-14 - For Board Resolution passed for Adoption of Financials and Director Report (c) E-Form ADT-1 For Appointment of Auditor (M/s Singh RK & Associates, Chartered Accountants) for the year (d) E-Form GLN-2 For Report on Annual General Meeting (e) E-Form MGT-14 & Form DIR-12 For Appointment of Company Secretary, Ms. Avni Garg (f) E-Form DIR 12 For appointment of Director, Mr. Sushil Rao Kumar (DIN ) We further report that The Board of Directors of the Company is duly constituted with proper balance of Executive Directors, Non- Executive Directors and Independent Directors. The changes in the composition of the Board of Directors that took place during the period under review were carried out in compliance with the provisions of the Act except that E-Form DIR 12 was filed after 30 days from the date of appointment of Mr. Sushil Rao Kumar (DIN ) as Director. Adequate notice is given to all Directors to schedule the Board Meetings, agenda and detailednotes on agenda were sent at least seven days in advance. All decision at Board Meetings and Committee Meetings are carried unanimously andsubsequently the minutes of the Board of Directors or Committee of the Board, as the case may be were recorded in an electronic form. We further report that there are adequate systems and processes in the Company commensurate with the size and operations of the Company to monitor and ensure compliance with applicable laws, rules, regulations and guidelines. 20 P a g e

21 We further report that during the audit period, the company has received a complaint from one of its investor and the same was resolved by the company after 30 days of the date of complaint. We further report that during the audit period, the Company has withdrawn the application for Right Issue filed with BSE through Draft Letter of Offer We further report that during the audit period, it is came to our notice that there is a outstanding demand of Income Tax assessment for the financial year ended 31st March 2012 of Rs. 2,18,73,980 (excluding interest). The company have gone on further appeal on this matter. We further report that during the audit period, the Company has received a show cause notice from BSE Limited dated 5 th February, 2015 pertaining to abnormal price rise of the Shares of the Company and as reported by the Management, the Company had replied to it and no action was taken by the Stock Exchange during the period ending 31 st March, However, on 29 th June, 2015, SEBI has passed Ex-Parte ad- Interim order No WTM/RKA/ISD/54/2015. For Urvashi Aggarwal & Co. (Practising Company Secretaries) Urvashi Aggarwal Proprietor ACS CP No Date: Place: New Delhi Note : This report is to be read with our letter of even date which is annexed as ANNEXURE A and forms an integral part of this report. 21 P a g e

22 ANNEXURE A To The Members HPC BIOSCIENCES LIMITED Plot No. 6 Third Floor, Office No.304 I.P.Ext. Near Ajanta Apartment, Delhi Our report of even date is to be read along with this letter (i) Maintenance of secretarial record is the responsibility of the management of the Company. Our responsibility is to express an opinion on these secretarial records based on our audit. (ii) We have followed the audit practices and processes as were appropriate to obtain reasonable assurance about the correctness of the contents of the Secretarial records. The verification was done on test basis to ensure that correct facts are reflected in Secretarial records. We believe that the processes and practices, we followed provide a reasonable basis for our opinion. (iii) We have relied on information/records produced by the Company during the course of our audit and the reporting is limited to thatextent. (iv) We have not verified the correctness and appropriateness of financial records and Books of Accounts of the Company. (v) Where ever required, we have obtained the Management representation about the compliance of laws, rules and regulations and happening of events etc. (vi) The compliance of the provisions of Corporate and other applicable laws, rules, regulations, standards is the responsibility of management. Our examination was limited to the verification of procedures on test basis. (vii) The Secretarial Audit report is neither an assurance as to the future viability of the Company nor of the efficacy or effectiveness with which the management has conducted the affairs of the Company. For Urvashi Aggarwal & Co. (Practising Company Secretaries) Urvashi Aggarwal Proprietor ACS CP No Date: Place: New Delhi 22 P a g e

23 1 COMPANY PHILOSOPHY: REPORT ON CORPORATE GOVERNANCE The Company s philosophy of corporate governance stems out from its belief that timely disclosures, transparent accounting policies, and a strong and independent Board go a long way in preserving shareholders trust while maximizing long term corporate values. Keeping in view the Company s size and complexity in operations, the company s corporate governance framework is based on the following main principles: a. Appropriate composition and size of the Board, with each Director bringing in Key expertise in different areas. b. Timely and accurate disclosure of all material operational and financial information to the stakeholders. 2 BOARD OF DIRECTORS: As on 31 st March, 2015, Board of Directors of the Company has optimum combination of Executive & Non- Executive Directors Category No. of directors Non-Executive & Independent 2 Other Non-Executive Directors 1 Executive Director 1 (Whole -Time Director) Total 4 As required under Section 149(3) of the Companies Act, 2013, Ms. Madhu Anand, a women Director, has been already appointed as an Independent Director on the Board. Other Relevant details of Directors: Name of Director Category No. of Directorship(s) held in Indian public & private Limited Companies Mr. Tarun Chauhan Whole time Director 23 P a g e Committee(s) position (including HPC Biosciences Limited) Member Chairman Nil NIL NIL

24 Ms. Sakshi Saxena Ms. Madhu Anand Mr. Virender Khanna# Independent Director Non Executive Director Independent Director [HPC BIOSCIENCES LIMITED] Nil NIL 3 Nil 3 Nil 1.DEAP HOSPITALITY PRIVATE LIMITED 3 NIL Mr. Sushil Rao Kumar* Independent Director Nil 3 NIL *Private Limited Companies, Foreign Companies and Companies under Section 8 of the Companies Act, 2013 are excluded for the above purpose. **Includes Audit Committee, Nomination & Remuneration Committee and Stakeholder Relationship Committee # Appointed as Independent Directors of the Company w.e.f.14 th January, * Resigned as Independent Director w.e.f. 14h January, None of the Directors on the Board is a Member of more than 10 Committees or Chairman of more than 5 Committees (as specified in Clause 52 of the Listing Agreement), across all the Companies in which he is a Director. Board Meetings held during the year During the Financial Year , seventeen (17) Board Meetings were held on the following dates:- 16/04/2014, 29/04/2014, 27/05/2014, 11/06/2014, 04/08/2014, 03/09/2014, 15/09/2014, 16/10/2014, 18/10/2014, 13/11/2014, 08/12/2014, 08/01/2015, 14/01/2015, 31/01/2015, 02/02/2015, 11/02/2015 & 25/03/2015. The intervening period between the Board Meetings were within the maximum time gap prescribed under Companies Act, 2013 and Clause 52 of Listing Agreement. The last Annual General Meeting of the Company was held on 30 th September, Details of attendance of Directors at various Board Meetings and at an Annual General Meeting held during the Financial Year , are as under: Name of Director Board meetings held during the period Board meetings attended Whether Attended last AGM Ms. Sakshi Saxena Yes 24 P a g e

25 Ms. Madhu Anand Yes Mr. Sushil Rao Kumar* Yes Mr. Virender Khanna# 17 5 No [HPC BIOSCIENCES LIMITED] Mr. Tarun Chauhan Yes # Appointed as Independent Directors of the Company w.e.f.14 th January, * Resigned as Independent Director w.e.f. 14h January, COMMITTEES OF THE BOARD. (a) AUDIT COMMITTEE The Audit Committee of the Company consist three Directors out of which two are Non Executive Director of the Company. All the Directors have good knowledge of Finance, Accounts and Company Law. The Chairman of the Committee is Ms. Sakshi Saxena. All the Members on the Audit Committee have the requisite qualification for appointment on the Committee and possess sound knowledge of finance, accounting practices and internal controls. The composition of the Audit Committee as at March 31, 2015: 1. Mr. Sushil Rao Kumar# 2. Ms. Sakshi Saxena 3. Ms. Madhu Anand 4. Mr. Virender Khanna* Meetings of Audit Committee and their Attendance: 16/04/2014, 29/04/2014, 27/05/2014, 03/09/2014, 13/11/2014, 08/12/2014, 11/02/2015. Sr. No. Name of the Director Designation Category No. of Meetings Attended 1. Ms. Sakshi Saxena Chairman Independent 6 Director 2. Ms. Madhu Anand Member Non Executive & Non- 6 Independent Director 3. Mr. Sushil Rao Kumar# Member Independent Director 6 25 P a g e

26 4. Mr. Virender Khanna* Member Independent Director 0 # Resigned from the Directorship w.e.f *Appointed as Director w.e.f The Committee is governed by a Charter which is in line with the regulatory requirements mandated by the Companies Act, 2013 and Clause 52 of the Listing Agreement. Some of the important functions performed by the Committee are: Oversight of the Company s financial reporting process and financial information submitted to the Stock Exchanges, regulatory authorities or the public. Reviewing with the Management the quarterly unaudited financial statements and the Auditors Limited Review Report thereon/audited annual financial statements and Auditors Report thereon before submission to the Board for approval. Review the Management Discussion & Analysis of financial and operational performance. Discuss with the Statutory Auditors its judgement about the quality and appropriateness of the Company s accounting principles with reference to the Generally Accepted Accounting Principles in India (IGAAP). Recommending to the Board, the appointment/re-appointment of statutory/internal auditors and the fixation of audit fees. Review the investments made by the Company. (b). STAKEHOLDERS RELATIONSHIP COMMITTEE In compliance with the provisions of Section 178 of the Companies Act, 2013 and the Listing Agreement, the Board has renamed the existing Shareholders /Investors Grievance Committee as the Stakeholders Relationship Committee. The terms of reference of the Committee are: transfer/transmission of shares/debentures and such other securities as may be issued by the Company from time to time; issue of duplicate share certificates for shares/debentures and other securities reported lost, defaced or destroyed, as per the laid down procedure; issue new certificates against subdivision of shares, renewal, split or consolidation of share certificates / certificates relating to other securities; issue and allot right shares / bonus shares pursuant to a Rights Issue / Bonus Issue made by the Company, subject to such approvals as may be required; 26 P a g e

27 to grant Employee Stock Options pursuant to approved Employees Stock Option Scheme(s), if any, and to allot shares pursuant to options exercised; to issue and allot debentures, bonds and other securities, subject to such approvals as may be required; to approve and monitor dematerialization of shares / debentures / other securities and all matters incidental or related thereto; to authorize the Company Secretary and Head Compliance / other Officers of the Share Department to attend to matters relating to non-receipt of annual reports, notices, non-receipt of declared dividend / interest, change of address for correspondence etc. and to monitor action taken; monitoring expeditious redressal of investors / stakeholders grievances; all other matters incidental or related to shares, debenture The Stakeholder Relationship Committee of the Board comprises of three Directors as at 31st March 2015:- Sr. Name of the Director Designation Category No. 1. Ms. Sakshi Saxena Chairman Independent Director 2. Ms. Madhu Anand Member Non Executive& Non- Independent Director 3. Mr. Sushil Rao Kumar# Member Independent Director 4. Mr. Virender Khanna* Member Independent Director # Resigned from the Directorship w.e.f *Appointed as Director w.e.f Meetings during the year During the Year ended March 31, 2015, Four (4) meetings of the Committee were held on the following dates:- 16/04/2014, 03/09/2014, 13/11/2014, 11/02/2015. The attendance record of Stakeholders Relationship Committee is given as follows Name of the Member No. of Meetings Attended Ms. Sakshi Saxena 4 Ms. Madhu Anand 4 Mr. Sushil Rao Kumar# 4 Mr. Virender Khanna* 0 27 P a g e

28 The details of investor complaints received and resolved during the period April 1, 2014 & March 31, 2015 is as under: No. of Investor Complaints received from April 1, 2014 to March 31, 2015 No. of Investor Complaints resolved from April 1, 2014 to March 31, 2015 No. of Investor Complaints pending at the end of March 31, 2015 NIL NIL NIL (c) NOMINATION & REMUNERATION COMMITTEE In compliance with Section 178 of the Companies Act, 2013, the Board has dissolved the existing Compensation Committee as the Nomination and Remuneration Committee. The Nomination & Remuneration Committee constituted on 04 TH August, 2014 & reconstituted on 02 nd Feb, Composition The composition of Nomination & Remuneration Committee of the Board comprises of three Directors as at 31st March, 2015:- Sr. Name of the Director Designation Category No. 1. Ms. Sakshi Saxena Chairman Independent Director 2. Ms. Madhu Anand Member Non Executive & Non- Independent Director 3. Mr. Sushil Rao Kumar# Member Independent Director 4. Mr. Virender Khanna* Member Independent Director # Resigned from the Directorship w.e.f *Appointed as Director w.e.f The terms of reference of the Committee inter alia, include the following: Succession planning of the Board of Directors and Senior Management Employees; Identifying and selection of candidates for appointment as Directors / Independent Directors based on certain laid down criteria; Identifying potential individuals for appointment as Key Managerial Personnel and to other Senior Management positions; Formulate and review from time to time the policy for selection and appointment of Directors, Key Managerial Personnel and senior management employees and their remuneration; 28 P a g e

29 Review the performance of the Board of Directors and Senior Management Employees based on certain criteria as approved by the Board. REMUNERATION POLICY The Company has not paid any remuneration to Directors during the year under review. Sitting fee and other incidental expenses including traveling etc. to Non-Executive Independent Director(s) for attending the Board Meetings are paid as decided by the Board of Directors from time to time. 4 INDEPENDENT DIRECTORS MEETING During the year under review, the Independent Directors met on March 25, 2015, inter alia, to discuss: Evaluation of the performance of Non-independent Directors and the Board of Directors as a whole. Evaluation of the performance of the chairman of the Company, taking into account the views of the Executive and Non-executive directors. Evaluation of the quality, content and timelines of flow of information between the Management and the Board that is necessary for the Board to effectively and reasonably perform its duties. All the Independent Directors were present at the Meeting. 5. DISCLOSURES: (a) Materially Significant related party transactions There was no transaction of material nature with any of the related party, which is in conflict with the interest of the company. (b) Details of non compliance by the company, penalties, strictures imposed on the company by the Stock Exchange or SEBI or any authority on any matter related to capital markets during last 3 years. There was no instance of levy of any penalties during the last three years. 1. ANNUAL GENERAL MEETINGS Details of Annual General Meeting held in last three years. Financial Year Location Meeting Date & Day Time No. of Special Resolutions Passed Retreat Motel/Resort, Alipur, Main G.T. Road, Near Palla Mod, Delhi P a g e 30/09/2014, Tuesday 09:15 A.M. No Special Resolution was passed Flat No-6, First Floor, 40, 25/09/2013, 10:00 A.M. No Special

30 Hanuman Road, New Delhi , Dhakka Village, Kingsway Camp, New Delhi Wednesday Resolution was passed. 29/09/2012, Saturday 11:30 A.M. No Special Resolution was passed. 2. EXTRAORDINARY GENERAL MEETING During the Year , Extra Ordinary General Meeting held on 10 th Feb, 2015 for Sub-Division of Equity Shares & Alteration of Capital Clause of Memorandum of Association of the Company. 3. POSTAL BALLOT No resolution was passed through postal ballot pursuant to section 110 of the Companies Act, 2013 read with rule 22 of Companies (Management and Administration) Rules, 2014 for obtaining the consent of the shareholders of the Company during the year MEANS OF COMMUNICATION The Company regularly intimates un-audited half yearly as well as audited yearly financial results to the Stock Exchanges immediately, after these were taken on record by the Board in accordance with provisions of the Listing Agreement and also uploaded on the Company s website 5. COMPLIANCE WITH ACCOUNTING STANDARDS In the preparation of the financial statements, the Company has followed the Accounting Standards notified pursuant to Companies (Accounting Standards) Rules, 2006 (as amended) and the relevant provision of the Companies Act, 1956 read with General Circular 8/2014 dated April 04, 2014, issued by the Ministry of Corporate Affairs. The significant accounting policies which are consistently applied have been set out in the Notes to the Financial Statements. 6. INTERNAL CONTROLS 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. 7. CEO & MD / CFO Certification The CEO & MD and the CFO have issued certificate pursuant to the provisions of Clause 52 of the Listing Agreement certifying that the financial statements do not contain any untrue statement and these statements represent a true and fair view of the Company s affairs. The said certificate is annexed and forms part of the Annual Report. 8. CODE OF CONDUCT The Board of Directors has approved a Code of Business Conduct which is applicable to the Members of the Board and all employees. The Code has been posted on the Company s website 30 P a g e

31 9. VIGIL MECHANISM The Company has framed a Code of Conduct for Directors and Senior Management. At present, the Company does not have any formal Whistle Blower Policy. The Directors of the Company affirms that no personnel have been denied access to the Audit Committee. 10. 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 Company s shares and prohibits the purchase or sale of Company shares by the Directors and the 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 Company Secretary & Head Compliance is responsible for implementation of the Code. All Board Directors and the designated employees have confirmed compliance with the Code. 11. SHAREHOLDERS INFORMATION (i) Annual General Meeting Date : Monday, 21 st September, 2015 Time : 09:30 A.M. Venue : Retreat Motel/Resort, Alipur, Main G.T.Road, Near Palla Mod, Delhi (ii) Financial Calendar (tentative) Tentative calendar of events for the financial year (April to March) is as under: Adoption of half yearly Financial Results for: Results for the half year ending September 30, 2015 By 14th of November, Results for the half year ending March 31, 2016 By 30th of May, 2016 (iii) Book Closure Period Thursday, 9 th September, 2015 to Friday, 11 th September, 2015 (Both Days inclusive). (iv) Listing The Equity Shares of the Company are currently listed at the BSE Limited on SME Platform. The listing Fee for has been paid to BSE where the Company s shares are listed. (v) Stock Symbol/Code BSE Limited ACEEDU HPCBL/ P a g e

32 (vi) Market Price Data The monthly high & low quotations of the Company s Shares traded on the Bombay Stock Exchange Limited during the Financial Year , along with the performance of Stock, are as under: Month Open High Low Close No. of Shares No. of Trades Total Turnover Deliverable Quantity % Deli. Qty to Traded Qty * Spread H-L C- O Apr ,32,000 1,225 97,65,00,060 15,82, May ,82,800 2,645 1,04,99,80,050 18,33, Jun ,55,200 1,853 68,74,12,825 11,47, Jul ,80, ,76,44,920 8,76, Aug ,44, ,05,92,915 5,44, Sep ,78, ,84,90,410 4,78, Oct ,09, ,69,24,990 3,09, Nov ,65, ,37,96,785 1,65, Dec ,13, ,32,09,365 1,12, Jan ,66, ,77,79,040 1,66, Feb ,29, ,34,83,520 5,29, Mar ,52, ,45,82,300 29,22, (vii) Registrar & Transfer Agent The Company appointed M/s Bigshare Services Pvt.Ltd as the Registrar & Transfer Agent (RTA) in place of M/s. Mas Services Limited in order to carry out the Depository Work on the terms and conditions to be mutually agreed between the Company and M/s Bigshare Services Pvt. Ltd. The Detail of appointee RTA has been given as below: M/s Bigshare Services Pvt.Ltd E-2/3, Ansa Industrial Estate, Saki Vihar Road, Saki Naka, Andheri (East),Mumbai, Maharashtra, Tel.: ; Fax No Id: bssdelhi@bigshareonline.com Website: 32 P a g e

33 (viii) Share Transfer System The Company s Share being in compulsory Dematerialised form, are traded through the depository System. However, Shares in the physical form are processed by the Registrar & Share Transfer Agent (RTA), M/s Bigshare Services Pvt.Ltd, Delhi. All requests received by the Company/RTA for Dematerialisation/Re-materialisation/Transfer are disposed off expeditiously. The Share Transfer process is reviewed by the Stakeholder Relationship Committee. In compliance with the Clause 50(c) of the Listing Agreement with Stock Exchanges, the Company obtains a Certificate from Practising Company Secretary on the half-yearly basis confirming duly compliance of Share Transfer formalities by the Company and files a copy of the certificate with the Stock Exchanges. (ix) Shareholding Pattern as on March 31, 2015 Category No. of Shares held Percentage of Shareholding (%) Promoter and Promoter Group Bodies Corporate Clearing Members General Public Total (x) Distribution of Shareholding as on March 31, From To No. of Shareholders No. of Shares Number % Total Number %Total & Above Total (xi) Dematerialization of Shares and Liquidity The Company s Equity Shares are in compulsory dematerialized segment and are available for trading on the Stock Exchange in National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL). As on 31st March, 2015, a total of equity shares aggregating to % of the total issued, subscribed and paid-up equity share capital of the Company were in dematerialized form. 33 P a g e

34 The equity Share of the Company are regularly traded on the BSE Limited. (xii) Outstanding GDRs/ADRs/Warrants/Convertible Instruments, Conversion date and likely impact on Equity There is no outstanding GDRs/ADRs/Warrants/Convertible Instruments as on the date. (xiii) (xiv) The ISIN No. of the Company is INE507O01025 (with NSDL and CDSL) Code of Conduct The Company has in place a Code of Conduct applicable to the Board Members as well as the Senior Management. All the Board Members and the Senior Management Personnel of the Company have affirmed compliance with the Code of Conduct as on March 31, A declaration to this effect, duly signed by Director is annexed and forms part of this report. (xv) Address for Correspondence The Shareholders may send their communication grievances/queries to the Registrar & Share Transfer Agent at their address mentioned above or to the Company at: Regd. Office: Plot No. 6, Third Floor, Office No.304, I.P.Ext. Near Ajanta Apartment, Delhi Website: hpcbio@yahoo.com (xvi) Details of Compliance Officer Ms. Rachna Kothari, Company Secretary & Compliance Officer Plot No. 6, Third Floor, Office No.304, I.P.Ext. Near Ajanta Apartment, Delhi P a g e

35 FORM NO. MGT 9 EXTRACT OF ANNUAL RETURN As on financial year ended on Pursuant to Section 92 (3) of the Companies Act, 2013 and rule 12(1) of the Company (Management & Administration) Rules, I. REGISTRATION & OTHER DETAILS: 1. CIN L24119DL2002PLC Registration Date 29/01/ Name of the Company HPC BIOSCIENCES LIMITED 4. Category/Sub-category of the Company 5. Address of the Registered office & contact details 6. Whether listed company Listed 7. Name, Address & contact details of the Registrar & Transfer Agent, if any. Company limited by shares/ Indian Non-Government Company. Plot No. 6 Third Floor, Office No.304, I.P.Ext. Near Ajanta Apartment, Delhi Phone No.: Website: hpcbiosci@yahoo.com Bigshare Services Pvt Ltd. E-2/3, Ansa Industrial Estate, Saki Vihar Road, Saki Naka, Andheri (East),Mumbai, Maharashtra, Tel.: ; Fax No Id: bssdelhi@bigshareonline.com Website: II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY All the business activities contributing 10 % or more of the total turnover of the company shall be stated S. No. Name and Description of main products / services % to total turnover of the company 1 Agriculture Industry 100 % I. PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES S. N0 NAME AND ADDRESS OF THE COMPANY CIN/GLN HOLDING/ SUBSIDIARY/ ASSOCIATE % OF SHARES HELD APPLICABLE SECTION 35 P a g e

36 1 N.A. N.A. N.A. N.A. Section 2(46) and Section 2(87)(ii) 2 N.A. N.A. N.A. N.A. Section 2(87)(ii) 3 N.A. N.A. N.A. N.A. Section 2(6) VI. SHARE HOLDING PATTERN (Equity Share Capital Breakup as percentage of Total Equity) i) Category-wise Share Holding Category of Shareholder s No. of Shares held at the beginning of the year[as on 31-March-2014] Demat Physical Total % of Total Shares No. of Shares held at the end of the year[as on 31-March-2015] Demat Physical Total % of Total Shares % Chan ge durin g the year A. Promoters (1) Indian a) Individual/ HUF Nil b) Central Govt c) State Govt(s) d) Bodies Corp. e) Banks / FI f) Any other Sub-total (A)(1) Nil (2) Foreign 36 P a g e

37 a) NRIs Individuals b) Others Individuals c) Bodies Corp. d) Banks/FI e) Any other Sub-total (A)(2) Total shareholdin g of Promoter (A) = (A)(1) + (A)(2) Nil B. Public Shareholdin g 1. Institutions a) Mutual Funds b) Banks / FI c) Central Govt d) State Govt(s) e) Venture Capital Funds f) Insurance 37 P a g e

38 Companies g) FIIs h) Foreign Venture Capital Funds i) Others (specify) Sub-total (B)(1):- 2. Non- Institutions a) Bodies Corp b) Individuals i) Individual shareholder s holding nominal share capital upto Rs. 1 lakh ii) Individual shareholder s holding nominal share capital in excess of Rs 1 lakh c) Others (specify) Clearing Members P a g e

39 Trusts Foreign Bodies - D R Sub-total (B)(2):- Total Public Shareholding (B)=(B)(1)+ (B)(2) C. Shares held by Custodian for GDRs & ADRs Grand Total (A+B+C) Nil Nil Nil ii) Shareholding of Promoters- SN Shareholder s Name Shareholding at the beginning of the year( ) No. of Shares % of total Shares of the company % of Shares Pledged / encumbered to total shares Share holding at the end of the year( ) No. of Shares % of total Shares of the company %of Shares Pledged / encumbered to total shares % change in share holding during the year 1 Tarun Chauhan 8, , Nil 2 Madhu Anand 34,90, ,49,04, Nil Total 34,99, ,49,90, Nil iii) Change in Promoters Shareholding (please specify, if there is no change) Sub-Division of shares SN Shareholding at the beginning of the year Cumulative Shareholding during the year 39 P a g e

40 No. of shares % of total shares of the No. of shares % of total shares of the company company At the beginning of the year 1. Tarun Chauhan 8, , Madhu Anand 34,90, ,90, At the end of the year 1. Tarun Chauhan 86, , Madhu Anand 3,49,04, ,49,04, TOTAL 3,49,90, ,49,90, iv) Shareholding Pattern of top ten Shareholders (other than Directors, Promoters and Holders of GDRs and ADRs): SN For Each of the Top 10 Shareholders 1. TRUCKLING VINMAY TRADING PRIVATE LIMITED Shareholding at the beginning of the year No. of shares % of total shares of the company Cumulative Shareholding during the year No. of shares % of total shares of the company At the beginning of the year( ) At the end of the year( ) LUNAR BUILDERS PVT LTD At the beginning of the year At the end of the year SOUTH ASIAN STOCKS LIMITED At the beginning of the year P a g e

41 At the end of the year RIVER HIGH RIGHT SHARE BROKERS PRIVATE LIMITED At the beginning of the year At the end of the year MAHASHIV METAL AND ALLOYS PRIVATE LIMITED At the beginning of the year At the end of the year R K STOCKHOLDING PRIVATE LIMITED At the beginning of the year At the end of the year MURLIDHAR GIRIDHAR TRADING PRIVATE LIMITED At the beginning of the year At the end of the year VISHNUDHAM MARKETING PRIVATE LIMITED At the beginning of the year At the end of the year JAI KISHAN At the beginning of the year At the end of the year DEEPAK RATHI HUF At the beginning of the year At the end of the year P a g e

42 v) Shareholding of Directors and Key Managerial Personnel: SN Shareholding of each Directors and each Key Managerial Personnel Shareholding at the beginning of the year Cumulative Shareholding during the year No. of shares % of total shares of the company No. of shares % of total shares of the company At the beginning of the year Tarun Chauhan 8, , Madhu Anand 34,90, ,90, At the end of the year Tarun Chauhan 86, , Madhu Anand 3,49,04, ,49,04, V) INDEBTEDNESS - NIL Indebtedness of the Company including interest outstanding/accrued but not due for payment Secured Loans excluding deposits Unsecured Loans Deposits Total Indebtedness Indebtedness at the beginning of the financial year i) Principal Amount ii) Interest due but not paid iii) Interest accrued but not due Total (i+ii+iii) Change in Indebtedness during the financial year * Addition P a g e

43 * Reduction Net Change Indebtedness at the end of the financial year i) Principal Amount ii) Interest due but not paid iii) Interest accrued but not due Total (i+ii+iii) VI. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL- A. Remuneration to Managing Director, Whole-time Directors and/or Manager: SN. Particulars of Remuneration Name of MD/WTD/ Manager Total Amount Managing Director Mr. TARUN CHAUHAN, Whole-time Director Manager 1 Gross salary Nil Nil NA Nil (a) Salary as per provisions contained in section 17(1) of the Income-tax Act, 1961 (b) Value of perquisites u/s 17(2) Income-tax Act, 1961 (c) Profits in lieu of salary under section 17(3) Income- tax Act, 1961 Nil Nil NA Nil Nil Nil NA Nil Nil Nil NA Nil 2 Stock Option Nil Nil NA Nil 3 Sweat Equity Nil Nil NA Nil 4 Commission Nil Nil NA Nil - as % of profit - others, specify 5 Others, please specify Nil Nil NA Nil Total (A) Nil Nil NA Nil B. Remuneration to other directors - NIL 43 P a g e

44 SN. Particulars of Remuneration Name of Directors Total Amount 1 Independent Directors Virendra Khanna Sushil Rao Kumar(resigned w.e.f ) Sakshi Saxena Nil Fee for attending board committee meetings Nil Nil Nil Nil Commission Nil Nil Nil Nil Others, please specify Total (1) Nil Nil Nil Nil 2 Other Non-Executive Directors Madhu Anand Fee for attending board committee meetings Nil Nil Nil Nil Commission Nil Nil Nil Nil Others, please specify Total (2) Nil Nil Nil Nil Total (B)=(1+2) Nil Nil Nil Nil Total Managerial Remuneration Nil Nil Nil Nil C. REMUNERATION TO KEY MANAGERIAL PERSONNEL OTHER THAN MD/MANAGER/WTD SN Particulars of Remuneration Key Managerial Personnel CEO CS CFO Total 1 Gross salary CEO Rachna Kothari CFO (a) Salary as per provisions contained in section 17(1) of the Income-tax Act, 1961 (b) Value of perquisites u/s 17(2) Income-tax Act, 1961 Nil Nil Nil Nil Nil Nil 44 P a g e

45 (c) Profits in lieu of salary under section 17(3) Income-tax Act, 1961 [HPC BIOSCIENCES LIMITED] Nil Nil Nil Nil 2 Stock Option Nil Nil Nil Nil 3 Sweat Equity Nil Nil Nil Nil 4 Commission Nil Nil Nil Nil - as % of profit Nil Nil Nil Nil others, specify Nil Nil Nil Nil 5 Others, please specify Nil Nil Nil Nil Total Nil Nil VII. PENALTIES / PUNISHMENT/ COMPOUNDING OF OFFENCES: Type Section of the Companies Act Brief Description Details of Penalty / Punishment/ Compounding fees imposed Authority [RD / NCLT/ COURT] Appeal made, if any (give Details) A. COMPANY Penalty NIL NIL NIL NIL NIL Punishment NIL NIL NIL NIL NIL Compounding NIL NIL NIL NIL NIL B. DIRECTORS Penalty NIL NIL NIL NIL NIL Punishment NIL NIL NIL NIL NIL Compounding NIL NIL NIL NIL NIL C. OTHER OFFICERS IN DEFAULT Penalty NIL NIL NIL NIL NIL Punishment NIL NIL NIL NIL NIL Compounding NIL NIL NIL NIL NIL 45 P a g e

46 MANAGEMENT DISCUSSION AND ANALYSIS REPORT INDUSTRY STRUCTURE, DEVELOPMENTS, OPPORTUNITIES AND THREATS On macroeconomic front the financial year was among the most challenging years. The policy and governance environment impacted the economic scenario. Persistent inflation resulted in the regulator raising the policy rates leading to a high interest-rate environment. All these factors contributed towards an industrial slowdown and eventually led to a moderation in GDP growth. Raising capital became more difficult and working capital cycles in most industries increased, resulting in cash flow issues across various sectors. The microfinance sector came to a standstill, owing to regulatory hurdles. However, in the midst of these challenges, there were certain pockets and segments that continued to thrive. OPPORTUNITIES AND THREATS Your Company being an agricultural Company seeks opportunities and making efforts to fully utilize it. OUTLOOK The long term objective of the Company is to remain strong player in the market with strong emphasis on product and market development. Your Company is also continuously improving its operational efficiency, and cost control which alone can improve the bottom line in future in highly competitive environment. Further, your Company is hopeful to get advantage of this overall boom likely to happen for the Indian markets and will do all out efforts to secure the bigger share of the increasing market in future. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY The Company has a proper adequate internal control system to ensure that all the assets are safe guarded and protected against the loss from unauthorized used or disposition and that transactions are authorized, recorded and reported correctly. The internal control is supplemented by an extensive internal audit, periodical review by the management and documented policies, guidelines and procedures. The internal control is designed to ensure that the financial and other records are reliable for preparing financial statements and other data and for maintaining accountability of assets. FINANCIAL AND OPERATIONAL PERFORMANCE Share Capital The Paid up Share Capital of the Company as on 31 st March, 2015 stands at Rs. 159,600,000 divided into 1,59,600,000 equity shares of Rs. 1/- each fully paid up due to split of shares w.e.f Reserves and Surplus 46 P a g e

47 The Reserves and Surplus is Rs Lacs as on the end of the Current year. Total Income [HPC BIOSCIENCES LIMITED] During the year under consideration, total income is Rs Lacs as compared to Rs during the previous year. MATERIAL DEVELOPMENTS IN HUMAN RESOURCES Apart from this there has been no material development on the Human Resources front during the year. As on 31 st March, 2015 the Company had 18 employees. The Company continues to lay emphasis on developing and facilitating optimum human performance. Performance management was the key word for the Company this year. Dated: Place: New Delhi For and on behalf of board of HPC Biosciences Limited Sd/ Madhu Anand Director DIN No : P a g e

48 48 P a g e [HPC BIOSCIENCES LIMITED] ANNUAL DECLARATION BY CEO / MANAGING DIRECTOR PURSUANT TO CLAUSE 52(1)(D)(ii) OF THE LISTING AGREEMENT I, Tarun Chauhan, Executive Director of HPC Biosciences Limited hereby declare that all the members of the Board of Directors of the Company and Senior Management Personnel have affirmed compliance with the Code of Conduct applicable to them as laid down by the Company in terms of Clause 52(1)(D)(ii) of the Listing Agreement entered into with the Stock Exchanges for the financial year ended 31 st March, For and on behalf of board of Dated: HPC Biosciences Limited Place: New Delhi Sd/ TARUN CHAUHAN Director DIN No: CERTIFICATION BY THE DIRECTOR ON FINANCIAL STATEMENTS OF THE COMPANY UNDER CLAUSE 52( V) OF THE LISTING AGREEMENT I, Tarun Chauhan, Executive Director of HPC Biosciences Limited, certify that: (a) I have reviewed the financial statements and the Cash Flow Statement for the year and that to the best of our knowledge and belief: i. these statements do not contain any materially untrue statement or omit any material fact or contain statements that might be misleading; ii. These statements together present a true and fair view of the Company s affairs and are in compliance with existing Accounting Standards, applicable laws and regulations. (b) There are, to the best our knowledge the belief, no transactions entered into by the Company during the year which are fraudulent, illegal or violative of the Company s code of conduct. (c) We are responsible for establishing and maintaining internal controls and that we have evaluated the effectiveness of the internal control systems of the Company and we have disclosed to the auditors and the Audit Committee, deficiencies in the design or operation of internal controls, if any, of which we are aware and the steps we have taken or propose to take to rectify these deficiencies. (d) We have indicated to the auditors and the Audit Committee: (i) significant changes in internal control over financial reporting during the year; (ii) significant changes in accounting policies during the year and that the same have been disclosed in the notes to the financial statements; and (iii) instances of significant fraud of which we have become aware and the involvement therein, if any, of the management or an employee having a significant role in the Company s internal control system over financial reporting. Dated: Place: New Delhi HPC Biosciences Limited Sd/ TARUN CHAUHAN Director DIN No:

49 AUDITORS CERTIFICATE OF CORPORATE GOVERNANCE To, The Members, HPC Biosciences Limited We have examined the compliance of conditions of Corporate Governance by HPC Biosciences Limited for the financial years ended March 31, 2015 as stipulated in clause 52 of the Listing Agreement of the said Company with the Stock Exchange(s). The compliance of conditions of Corporate Governance is the responsibility of the management. Our examination was limited to procedures and implementation thereof, adopted by the Company for ensuring the compliance of the conditions of the Corporate Governance. It is neither an audit nor an expression of opinion on the financial statements of the Company. In our opinion, and to the best of our information and according to the explanations given to us, we certify that the Company has complied with the conditions of Corporate Governance as stipulated in Clause 52 of the abovementioned Listing Agreement. We further state that such compliance is neither an assurance as to the future viability of the Company nor the efficiency or effectiveness with which the management has conducted the affairs of the Company. M/S Singh R K & Associates Chartered Accountants Sd/- CA Rakesh Kumar Singh FRN: N M. No Date: Place: New Delhi 49 P a g e

50 M/s. Singh R K & Associates Chartered Accountants INDEPENDENT AUDITORS REPORT TO, THE MEMBERS M/S HPC BIOSCIENCES LIMITED Report on the Financial Statements We have audited the accompanying financial statements of HPC BIOSCIENCES LIMITED (CIN: L24119DL2002PLC114026) ( the company ),which comprise the Balance Sheet as at 31 March 2015, the Statement of Profit and Loss, the Cash Flow Statement for the year then ended, and a summary of significant accounting policies and other explanatory information. Management s Responsibility for the Financial Statements The Company s Board of Directors is responsible for the matters in section 134(5) of the Companies Act, 2013 ( the Act ) with respect to the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, This responsibility also includes the maintenance of adequate accounting records in accordance with the provision of the Act for safeguarding of the assets of the Company and for preventing and detecting the frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of internal financial control, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error. Auditor s Responsibility Our responsibility is to express an opinion on these financial statements based on our audit. We have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made there under. 50 P a g e