The Board of Directors hereby submits the report of the business and operations of your Company ("theCompany" or "EPBL") for the financial year ended 31st March, 2024.
During the year, the Company has continued its track record of strong performance.
Particulars
Amount (in INR lakhs)for the Financial Yearended 31stMarch, 2024
Amount (in INR lakhs)for the Financial Yearended 31stMarch, 2023
Turnover
1173.81
729.70
Profit before tax
157.04
81.40
Profit for the period
114.96
57.61
Total number of shares
16,81,500
Basic EPS
6.84
3.94
There is a significant gain in the turnover of the Company for the year 2023-24 which has almost doubled theprofit after tax of the Company.
The Board of Directors are confident of continuing the strong performance of the Company.
The year 2022-23 was momentous for the Company as it saw the Company being listed on the BSE SMEExchange. In the aforesaid IPO, 5,04,000 Equity Shares of Rs. 10/- each were offered by the Company forsubscription at a fixed issue price of Rs. 126/- per share aggregating to Rs. 635.04 Lakh. The issue was openedfor subscription on August 29, 2022 and closed on September 05, 2022. The Board has allotted its Equity Sharesto the successful applicants on September 08, 2022. The equity shares of the Company got listed on September13, 2022 on the BSE- SME Platform. There was no increase in the capital during the year.
As on March 31, 2024 the Authorized Share Capital of the Company is Rs. 2,00,00,000/- and the Paid-up ShareCapital of the Company is Rs 1,68,15,000/-.
Pursuant to Regulation 32(1)(a) and 32(1)(b) of the SEBI (Listing Obligations and Disclosure Requirements)Regulations, 2015, the Company hereby states that there was no deviation(s) or variation(s) in the utilization ofpublic issue proceeds from the objects as stated in the prospectus.
The Board of Directors do not recommend a dividend for the year 2023-24 to conserve the resources of theCompany. No amount is proposed to be carried to reserves.
During the financial year, Mr. Anand Menon as a Chief Executive Officer was appointed.
During the financial year, Mrs. Akshada Neugui resigned as a Company Secretary and a Compliance Officer andin her place, Mrs. Deepa Vijay Agrawal was appointed. Mr. Anand Menon was appointed as a Chief ExecutiveOfficer.
Further, at the Fourth Annual General Meeting of the company, in accordance with the provisions of the Actand the Articles of Association of the Company, Mrs. Leena Rajkumar Kamat, Director (DIN: 02607730), Directorof the Company, retired by rotation and was re-appointed.
In the upcoming Fifth Annual General Meeting, Mr. Shreyas Nadkarni (DIN: 09396530) retires by rotation andoffers himself for re-appointment.
There are no other changes in the Board of Directors apart from the above till the date of the report.
The Board of Directors met 5 (five) times during the year under review.
The Audit Committee was constituted pursuant to Section 177 of the Companies Act, 2013. The composition ofthe Audit Committee is enumerated hereunder:
Name of the
Designation in the
Nature of Directorship
Director
Committee
Mr. Rajkumar G.
Chairperson
Managing Director
Kamat
Mr. Dinesh
Member
Non-Executive Independent Director
Shenoy
Mr. Nitin
Kunkolienker
During the year under review, there has been no instance where the recommendations of the Audit Committeehave not been accepted by the Board. During the Financial Year under review, the Committee met 2 (Two)times, and the meeting was held in accordance with the provisions of the Act and rules made thereunder.
The Nomination and remuneration Committee was constituted pursuant to Section 178 of the Companies Act,2013. The composition of the Nomination and Remuneration Committee is enumerated hereunder:
Name of the Director
Designation in theCommittee
Mrs. Leena R. Kamat
Non-Executive Director
Mr. Dinesh Shenoy
Non-Executive
Independent Director
Mr. Nitin Kunkolienker
During the Financial Year under review, the Committee met 1 (One) time, and the meeting was held in
accordance with the provisions of the Act and rules made thereunder.
The Stakeholders Relationship Committee was constituted pursuant to Section 178 of the Companies Act, 2013.The composition of the Stakeholders Relationship Committee is enumerated hereunder:
During the Financial Year under review, the Committee was not required to meet since there were noshareholder complaints received during the year under review.
The Board has on the recommendation of the Nomination and Remuneration Committee framed a policy forthe selection and appointment of Directors and Senior Management Personnel and their remuneration. TheCompany's policy relating to the Directors appointment, payment of remuneration and discharge of their dutiesis available on the website of the Company at https://epbiocomposites.com/code-and-policies-2/
The formal annual evaluation of the performance of the Board, its Committees and of individual directors hasbeen made by the Board of Directors of the Company.
The Annual Return for the year 2023-24 is placed in the draft form on the website of the Company. The sameshall be replaced by the final filed Form once the same is filed.
The link for the draft annual return in Form MGT-7 is: www.epbiocomposites.com
The directors confirm that:
• In preparation of the financial statements for the year ended on 31st March, 2024, the ApplicableAccounting Standards have been followed and there are no material departures.
• The directors have selected such accounting policies and applied them consistently, and madejudgments and estimates so as to give a true & fair view of the state of affairs as at the year end and theprofit for the period ended as on that date.
• Directors have taken sufficient care for the maintenance of the records as per the provisions of the Act,for safeguarding assets and for preventing and detecting frauds and irregularities.
• The directors have prepared accounts on a going concern basis.
• The directors have devised proper systems commensurate with the size and business of the Company,to ensure compliance with the provisions of all applicable laws and that such systems were adequateand operating effectively.
• The directors have laid down internal financial controls to be followed by the company and that suchinternal financial controls are adequate and were operating effectively.
The Auditors' Report does not contain any qualification, reservation or adverse remark which requires any
explanation from the Board.
Apart from its quest to increase the efficiency in production processes, The Company has received proposals for
Energy Audit during the year under review for the conservation of energy. It is expected to finalise the Agency
for Energy Audit shortly.
The Company does not have any event with reference to technology absorption during the year 2023-24.
There are no foreign exchange earnings and outgo during the year under review.
During the year under review, the Board of Directors have initiated the process of development and
implementation of Risk Management Policy identifying elements of risks which may affect/threaten theexistence of company and has made significant progress in the said direction since the last year. The Board isregularly discharging the responsibility of monitoring of business risks.
The information required under Section 197 & Rule 5 of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules, 2014 is attached as Annexure II to this Report.
Particulars of Contracts/arrangements with related parties referred to in section 188 (1) in format of AOC-2 areattached as Annexure I. The details of all related party transactions can be referred at Note 32 of the FinancialStatements of the Company.
The Company has obtained a Secretarial Audit Report for the Financial Year 2023-24 which is attached to thisReport. There are no qualifications in the Secretarial Audit Report which requires any explanations from theBoard.
There are no material changes and commitments affecting the financial position of the Company which haveoccurred between the end of the financial year of the company to which the financial statements relate and thedate of this Directors' Report.
Particulars of the Loans taken from the Directors of the Company as exempted under Rule 2 (1) (c) (viii) of theCompanies (Acceptance of Deposits) Rules, 2014 is as follows:
Loan taken from Mr. Rajkumar Kamat: INR 9.99 Lakh
The Company has duly constituted an Internal Complaints Committee under the Sexual Harassment of Womenat Workplace (Prevention, Prohibition and Redressal) Act, 2013 during the year under review upon applicabilityof the said legislation and there are no complaints received during the year.
To meets the requirement under Section 177(9) and (10) of the Companies Act, 2013, the Company has adopteda Vigil Mechanism/ Whistle Blower Policy with the objective of providing for a vigil mechanism as well as theguidance and procedural framework to directors and employees wishing to raise a concern about irregularitiesand/or frauds and any other wrongful conduct within the Company without fear of reprisal, discrimination oradverse employment consequences.
There were no instances of reporting under the said Policy.
The Board of Directors confirm that, during the period under review,:
• During the year under review, the statutory auditors have not reported under Section 143 (12) of theCompanies Act, 2013, any instances of fraud committed against the Company by its officers oremployees, the details of which would need to be mentioned in the Board's report.
• The Independent Directors of the Company have furnished their statements of independence underSection 149 (6) of the Companies Act, 2013.
• No disclosures are required to be made for the loans/ investments/ guarantees exceeding the limitsprescribed under the Section 186 of the Companies Act, 2013.
• The Company does not have subsidiary, joint venture, or associate companies. Hence, no relateddisclosures are necessary.
• The Company has not accepted any deposits under the Chapter V of the Companies Act, 2013 whichrequire any disclosures in the Board's Report.
• The Company has complied with the provisions of the Secretarial Standards issued by the Institute ofCompany Secretaries of India.
• There are no significant and material orders passed by the regulators, courts or tribunals impactinggoing concern status and company's operations in future.
• The provisions of Section 135 of the Companies Act, 2013 are not applicable to the Company.
• There are no applications made or any proceedings pending under the Insolvency and Bankruptcy Code,2016 during the year.
• The Company is not required to maintain the cost records.
The Board of Directors wish to place on record its deep sense of appreciation for the committed services,solidarity, cooperation, and support by all the employees of the Company.
The Board of Directors would also like to express their sincere appreciation for the assistance and co-operationreceived from the Government authorities, customers, vendors and members during the year under review.
DIN:01157652 DIN:02607730
Address: H No 323, Sneh, Address: H No 323, Sneh,
Vodlem Bhat, Taleigao, Vodlem Bhat, Taleigao,
Caranzalem, Goa 403002. Caranzalem, Goa 403002.