th Annual Report - Banka Bio

th6Annual Report

2017-18

BANKA BIOLOO LIMITED

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BANKA BIOLOO LIMITED2017-18

INDEX

S.No. Contents Page Nos

1. Corporate Information 2

2. Brief of Directors 3-4

3. Notice of AGM 5-16

4. Directors Report 17-36

5. Management Discussion and Analysis 37-36

6. Audit Report and Annexures 37-43

7. Financials & Notes to Financials 44-62

8. Proxy Form 63-64

9. Attendance Slip 65-66

10. Route Map for AGM Venue 67


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CORPORATE INFORMATION

Board of Directors

NAMITA SANJAY BANKAChairman & Managing Director

SANJAY BANKAWhole-time Director

AKHILESH KUMAR TRIPATHIWhole-time Director

VISHAL MURARKANon-Executive Director

TADEPALLIVENKATA RAMA KRISHNAWhole-time Director

JAYANT KUMARIndependent Director

GEETA GOTIIndependent Director

SANDIP PODDARIndependent Director

Chief Financial Officer

TADEPALLIVENKATA RAMA KRISHNA

Company Secretary and Compliance Officer

Sri Bala Aditya Yanamandra

Investor cell contact details

[email protected] : 040-29801495

Registered Office

Plot No. 11-4-651, Flat No. A-109,Express Apartment, Lakdi-ka-Pool,Hyderabad-500004, Telangana, India.

Corporate Office

# 56, 3rd Floor, Nagarjuna Hills Road,Punjagutta, Hyderabad-500082,Telangana, India.

Statutory Auditors

PRSV & Co. LLPChartered AccountantsFirm Reg. No. S200016

Registrar

Bigshare Services Pvt. Ltd# 06, Right Wing, 3rd Floor,Amrutha Ville, Opp.Yashoda Hospital,Somajiguda Rajbhavan Road,Hyderabad - 500082

Internal Auditors:

M/s PAV& Associates,Chartered accountants

Secretarial Auditors:

M/s P.S. Rao & Associates,Company Secretaries

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Mrs. Namita Sanjay Banka

Mrs. Namita Sanjay Banka, aged 44 years, is Chairman & Managing Director of our Company. She isone of the founding members of our Company. She completed her Bachelor of Science (Home Science)from University of Delhi and also completed her Diploma in Jewellery Designing, Mfg. & Appraisingfrom Indian Diamond Institute, Surat. Mrs. Namita Sanjay Banka has 8 years of experience in the fieldof diamond jewellery. In 2008, she began her entrepreneur venture of BioLoo in proprietor concern,later on which was acquired by our Company. She has been the main guiding force behind the growthand business strategy of our Company. She has now almost a decade of sanitation industry experienceand has been instrumental in the consistent growth of our Company’s performance.

Mr. Akhilesh Kumar Tripathi

Mr. Akhilesh Kumar Tripathi, aged 44 years, is the Whole Time Director of our Company. He is one ofthe founding members of our Company. He completed his Diploma in Automobile Engineering fromBoard of Technical Examinations, Maharashtra State. Prior to joining this company, he has almost twodecades of experience in automobile, production and operational planning in renowned companiessuch as Bajaj Auto Ltd, TVS Motor etc. He has been an executive board member of the Company sinceits incorporation and looks after day-to-day technical and managerial aspects of the Company.

Mr. Sanjay Banka

Mr. Sanjay Banka, aged 48 years, is the Whole Time Director of our Company. He completed hisBachelor of General Law from South Gujarat University, Surat and Master of Business Administration(MBA) from Stuttgart Institute of Management and Technology, Germany. Prior to joining our Company,Mr. Sanjay Banka has more than two decades of experience working in senior positions with MNCssuch as HSBC, Reuters and GlobalData in areas of financial services, business and industry researchon global companies across industries. His functional responsibility is developing industry networks forfurther business development, setting up the key processes for scaling up, building national andinternational partnerships and collaborations.

Mr. T V Rama Krishna

Mr. T V Rama Krishna, aged 47 years, is the Whole Time Director of our Company. He completed hisDiploma in Industrial Relations and Personnel Management from BharatiyaVidyaBhavan, Bachelor ofCommerce from Nagarjuna University and PGDCIM from Uptron Academy. He has more than twodecade of experience in the field of Financial & Accounts, Finalization of Accounts, Fund Management,Financial Planning, Budgeting, MIS & Financial Report, Auditing, Direct and Indirect Taxation, StatutoryCompliance and Company Law Matters. His functional responsibility involves handling the overallfinancial activity of our Company.

Mr. Vishal Murarka

Mr. Vishal Murarka, aged 43 years, is the Non-Executive Director of our Company. He completed hisPost Graduate Program in Management from Indian School of Business, Hyderabad. He has almosttwo decades of experience in automotive, real estate, infrastructure and technology expertise in realestate across investment strategy, asset management, land acquisition, valuation, due diligence andclosures. Currently, he is working as AVP in one of the large construction companies in Mumbai.

Mrs. Geeta Goti

Mrs. Geeta Goti, aged 51 years, is the Non-Executive Independent Director of Our Company. Shecompleted her Bachelor of Arts from Osmania University and Master of Social Work from OsmaniaUniversity. She has 28 years’ experience in field of Human Resources. Her consulting experience inacross various companies engaged in agriculture, airlines, FMCG, Banking, IT services and NGOs incountries such as US, UAE, Sri Lanka apart from India. She also serves as National President atConfederation of Women Entrepreneurs of India.


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Mr. Sandip Poddar

Mr. Sandip Poddar, aged 48 years is the Non-Executive Independent Director of our Company. He completedhis Master of Business Administration (MBA) from Banaras Hindu University and Passed IntermediateProgram of Institute of Cost & Works Accountants of India (ICWAI). He has vast management experiencein P&L responsibility, talent management, customer satisfaction and quality, account management. Overthe years, he gained expertise in market/ competitive intelligence, industry studies, business/market research& investment research.

Mr. Jayant Kumar

Mr.Jayant Kumar, aged 72 years is the Non-Executive Independent Director of Our Company. He completedhis Bachelor of Technology in Mechanical Engineering from Indian Institute of Technology, Delhi and is aChartered Engineer member of The Institution of Engineers (India). Before starting his owned business,Mr.Jayan Kumar has worked with Voltas and Shriram Group. Currently he is Chairman of SukasoCeracolorsPrivate Limited.

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BANKA BIOLOO LIMITEDRegd. Office: Plot no 11-4-651, Flat No A 109, Express Apartment Lakdika Pool, Hyderabad - 500004,

Telangana. CIN: U90001AP2012PLC082811, Tel No.: +914029801495; Fax No.: + 914066688028;Email: [email protected]; Website: www.bankabio.com

NOTICE

NOTICE is hereby given that the 6th Annual General Meeting of the members of ‘Banka BioLoo Limited’will be held on Saturday, the 29th day of September 2018 at 04.30 P.M. at its corporate office situated at 56,Nagarjuna Hills, Panjagutta, Hyderabad - 500082, Telangana for transacting the following business:

Ordinary Business:

1. To consider and adopt the audited financial statements of the Company for the year ended March31, 2018, which include the Statement of Profit & Loss and Cash Flow Statement for the yearended March 31, 2018, the Balance Sheet as at that date, the Auditors’ Report thereon, and theDirectors’ Report;

2. To appoint a director in place of Ms.Namita Sanjay Banka (DIN: 05017358), who retires by rotationand being eligible, seek re-appointment.

Special Business:

3. TO APPROVE REMUNERATION OF Ms. NAMITA SANJAY BANKA (DIN: 05017358):

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 196, 197, 198 & 203, read with ScheduleV and other applicable provisions, if any, of the Companies Act, 2013 (The Act) and the Companies(Appointment and Remuneration of Managerial Personnel) Rules, 2014 including any statutorymodifications or re-enactments thereof, and as recommended by the Nomination and RemunerationCommittee and approved by the Board of Directors of the Company, approval of the Company beand is hereby accorded for revision in the remuneration payable to Ms.Namita Sanjay Banka,Managing Director effective 1st October, 2018 till the remaining period of her tenure, at consolidatedremuneration up to RS. 60,00,000/- (Rupees Sixty Lakhs only) per annum, inclusive of anyremuneration directly or otherwise or by way of salary and allowances, performance based rewards/incentives, on the terms and conditions (including remuneration payable in the event of loss orinadequacy of profits in any financial year during the tenure of her appointment) as explained inthe explanatory statement annexed to the notice of the meeting in terms of Section 102 of the Act,with authority to the Board of Directors to alter and vary the terms and conditions of the saidappointment in such manner as may be agreed to between the Board of Directors and Ms.NamitaSanjay Banka.”

“RESOLVED FURTHER THAT even in the absence of or inadequacy of profits in any FinancialYear, subject to the provisions of Schedule V of the Act and such other approvals as may berequired, Ms.NamitaSanjay Banka, be paid the same remuneration as mentioned above asminimum remuneration for the entire tenure or such period as may be approved by the Shareholdersof the Company and / or Central Government, if required.”


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“RESOLVED FURTHER THAT the Board of Directors, be and are hereby authorized to do allsuch acts, deeds and things and execute all such documents and writings, as it may in its absolutediscretion deem necessary or incidental thereto including paying such fees and incurring suchexpenses in relation thereto as it may deem appropriate and to file such documents, forms, etc.,as required with the regulatory/statutory authorities and authorise the officials of the Company forthe aforesaid purpose, as may be deemed fit to give effect to this Resolution.”

“RESOLVED FURTHER THAT Mr. M Ramana Reddy, Practicing Company Secretary from P.S.Rao& Associates, Hyderabad be and is hereby authorised to pre-certify, to affix the Digital Signaturein the required e-Forms and to submit the all necessary forms with the Registrar of Companies/Ministry of Corporate Affairs, to bring into effect the above resolution.”

4. TO APPROVE REMUNERATION OF MR. SANJAY BANKA (DIN: 06732600):


“RESOLVED THAT pursuant to the provisions of section 196, 197, 198 & 203, read with ScheduleV and other applicable provisions, if any, of the Companies Act, 2013 (The Act) and the Companies(Appointment and Remuneration of Managerial Personnel) Rules, 2014 including any statutorymodifications or re-enactments thereof, and as recommended by the Nomination and RemunerationCommittee and approved by the Board of Directors of the Company, approval of the Company beand is hereby accorded for revision in the remuneration payable to Sanjay Banka (DIN: 06732600),as Whole Time Director effective 1st October, 2018 till the remaining period of his tenure, atconsolidated remuneration up to RS. 60,00,000/- (Rupees Sixty Lakhs only) per annum ,inclusiveof any remuneration directly or otherwise or by way of salary and allowances, performance basedrewards/ incentives, on the terms and conditions (including remuneration payable in the event ofloss or inadequacy of profits in any financial year during the tenure of her appointment) as explainedin the explanatory statement annexed to the notice of the meeting in terms of Section 102 of theAct, with authority to the Board of Directors to alter and vary the terms and conditions of the saidappointment in such manner as may be agreed to between the Board of Directors and Mr. SanjayBanka.”

“RESOLVED FURTHER THAT even in the absence of or inadequacy of profits in any FinancialYear, subject to the provisions of Schedule V of the Act and such other approvals as may berequired, Mr. Sanjay Banka, be paid the same remuneration as mentioned above as minimumremuneration for the entire tenure or such period as may be approved by the Shareholders of theCompany and / or Central Government, if required.”


“RESOLVED FURTHER THAT Mr. M Ramana Reddy, Practicing Company Secretary from P.S.Rao& Associates, Hyderabad be and is authorised to pre-certify, to affix the Digital Signature in

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the required e-Forms and to submit the all necessary forms with the Registrar of Companies/Ministry of Corporate Affairs, to bring into effect the above resolution.”

5. TO APPROVE REMUNERATION OF MR.AKHILESH KUMAR TRIPATHI (DIN: 05338290):


“RESOLVED THAT pursuant to the provisions of section 196, 197, 198 & 203, read with ScheduleV and other applicable provisions, if any, of the Companies Act, 2013 (The Act) and the Companies(Appointment and Remuneration of Managerial Personnel) Rules, 2014 including any statutorymodifications or re-enactments thereof, and as recommended by the Nomination and RemunerationCommittee and approved by the Board of Directors of the Company, approval of the Company beand is hereby accorded for revision in the remuneration payable to Akhilesh Kumar Tripathi (DIN:05338290),as Whole Time Director effective 1st October, 2018 till the remaining period of histenure, at consolidated remuneration up to RS. 60,00,000/- (Rupees Sixty Lakhs only) per annum,inclusive of any remuneration directly or otherwise or by way of salary and allowances, performancebased rewards/ incentives, on the terms and conditions (including remuneration payable in theevent of loss or inadequacy of profits in any financial year during the tenure of her appointment)as explained in the explanatory statement annexed to the notice of the meeting in terms of Section102 of the Act, with authority to the Board of Directors to alter and vary the terms and conditionsof the said appointment in such manner as may be agreed to between the Board of Directors andMr.Akhilesh Kumar Tripathi.”

“RESOLVED FURTHER THAT even in the absence of or inadequacy of profits in any FinancialYear, subject to the provisions of Schedule V of the Act and such other approvals as may berequired, Mr.Akhilesh Kumar Tripathi, be paid the same remuneration as mentioned above asminimum remuneration for the entire tenure or such period as may be approved by the Shareholdersof the Company and / or Central Government, if required.”


“RESOLVED FURTHER THAT Mr. M Ramana Reddy, Practicing Company Secretary from P.S.Rao& Associates, Hyderabad be and is hereby authorised to pre-certify, to affix the Digital Signaturein the required e-Forms and to submit the all necessary forms with the Registrar of Companies/Ministry of Corporate Affairs, to bring into effect the above resolution.”

6. TO APPROVE REMUNERATION OF MR.VENKATA RAMA KRISHNA TADEPALLI (DIN:07977695):

To consider and if thought fit, to pass with or without modification(s), the following resolution as a“Ordinary Resolution”:


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“RESOLVED THAT pursuant to the provisions of section 196, 197, 198 & 203, read with ScheduleV and other applicable provisions, if any, of the Companies Act, 2013 (The Act) and the Companies(Appointment and Remuneration of Managerial Personnel) Rules, 2014 including any statutorymodifications or re-enactments thereof, and as recommended by the Nomination and RemunerationCommittee and approved by the Board of Directors of the Company, approval of the Company beand is hereby accorded for revision in the remuneration payable to Venkata Rama Krishna Tadepalli(DIN: 07977695) as Whole Time Director effective 1st October, 2018 till the remaining period of histenure, at consolidated remuneration up to RS. 60,00,000/- (Rupees Sixty Lakhs only) per annum,inclusive of any remuneration directly or otherwise or by way of salary and allowances, performancebased rewards/ incentives, on the terms and conditions (including remuneration payable in theevent of loss or inadequacy of profits in any financial year during the tenure of her appointment)as explained in the explanatory statement annexed to the notice of the meeting in terms of Section102 of the Act, with authority to the Board of Directors to alter and vary the terms and conditionsof the said appointment in such manner as may be agreed to between the Board of Directors andMr.Venkata Rama Krishna Tadepalli.”

“RESOLVED FURTHER THAT even in the absence of or inadequacy of profits in any FinancialYear, subject to the provisions of Schedule V of the Act and such other approvals as may berequired, Mr.Venkata Rama Krishna Tadepalli, be paid the same remuneration as mentioned aboveas minimum remuneration for the entire tenure or such period as may be approved by theShareholders of the Company and / or Central Government, if required.”


“RESOLVED FURTHER THAT Mr. M Ramana Reddy, Practicing Company Secretary P.S. Rao&Associates, Hyderabad be and is hereby authorised to pre-certify, to affix the Digital Signature inthe required e-Forms and to submit the all necessary forms with the Registrar of Companies/Ministry of Corporate Affairs, to bring into effect the above resolution.”

By Order of the BoardFor BankaBioLoo Limited

Sd/-SRI BALA ADITYA YANAMANDRA

Company SecretaryHyderabad, 25th August, 2018

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Notes:

1. A shareholder entitled to attend and vote at the AGM is entitled to appoint a proxy to attend andvote on poll instead of himself/herself and the proxy need not be a member of the Company. Theinstrument of proxy in order to be effective, must be deposited at the Corporate Office of theCompany, duly completed and signed, not less than 48 hours before the commencement of meeting.A person can act as proxy on behalf of shareholders not exceeding fifty (50) in number andholding in aggregate not more than 10% of the total share capital of the company.

2. Corporate shareholders intending to send their authorized representatives to attend the AnnualGeneral Meeting are requested to send to the Company’s Corporate Office a certified copy of theBoard Resolution authorizing their representative to attend and vote on their behalf at the AnnualGeneral Meeting.

3. During the period beginning 24 hours before the time fixed for the commencement of the meetingand ending with the conclusion of the meeting, a member would be entitled to inspect the proxieslodged with the Company, at any time during the business hours of the Company, provided thatnot less than three days of notice in writing is given to the Company.

4. The Register of Directors and Key Managerial Personnel and their shareholding, maintained underSection 170 of the Companies Act, 2013, will be available for inspection by the members at theAGM.

5. The Register of Contracts or Arrangements in which Directors are interested, maintained underSection 189 of the Companies Act, 2013, will be available for inspection by the members at theAGM.

6. The Register of Members and Share Transfer Books of the Company will remain closed from 22nd

September 2018 to 29th September, 2018 (both days inclusive) and cutoff date for dispatch ofAnnual Reports to shareholders either in physical is 04th September, 2018.

7. The annual report for the financial year 2017-18 has been sent through email to those memberswho have opted to receive electronic communication or who have registered their email addresseswith the Company/depository participants. The annual report is also available on Company’s websitewww.bankabio.com. The physical copy of the annual report has been sent to those members whohave either opted for the same or have not registered their email addresses with the Company/depository participant. The members will be entitled to a physical copy of the annual report for thefinancial year 2017-18, free of cost, upon sending a request to the Compliance Officer/CompanySecretary at the Registered office of the Company at Plot no 11-4-651, Flat No A 109, ExpressApartment Lakdika Pool, Hyderabad-500004, Telangana.

8. Pursuant to Section 108 of the Companies Act, 2013, read with Rules 20 of the Companies(Management and Administration) Rules, 2014 as substituted by the Companies (Managementand Administration) Amendment Rules, 2015 and Regulation 44 of the SEBI (Listing Obligationsand Disclosure Requirements) Regulations, 2015 (Listing Regulations), the Company is pleasedto offer voting by electronic means to the members to cast their votes electronically on all resolutionsset forth in this notice. The detailed instructions for e-voting are given as a separate attachment tothis notice as Annexure 1.


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9. Shareholders/proxies are requested to bring their copies of the Annual Report to the AGM and theattendance slip duly filled in for attending the AGM.

10. Shareholders are requested to intimate, immediately, any change in their address or bank mandatesto their depository participants with whom they are maintaining their demat accounts or to theCompany’s Registrar and Transfer Agent, Big Share Services Private Limited, if the shares areheld by them in physical form.

11. SEBI has mandated the submission of Permanent Account Number (PAN) by every participant insecurities market. Members holding shares in electronic form are, therefore, requested to submittheir PAN to their depository participants with whom they are maintaining their demat accounts.Members holding shares in physical form can submit their PAN to the Company or its Registrarand Transfer Agent, Big Share Services Private Limited.

12. Pursuant to Section 72 of the Companies Act, 2013, members are entitled to make a nominationin respect of shares held by them. Members desirous of making a nomination, pursuant to theRule 19(1) of the Companies (Share Capital and Debentures) Rules, 2014 are requested to sendtheir requests in Form No. SH-13 to the Registrar and Transfer Agent of the Company. Further,members desirous of cancelling/varying nomination pursuant to the Rule 19(9) of the Companies(Share Capital and Debentures) Rules, 2014, are requested to send their requests in Form No.SH- 14, to the Registrar and Transfer Agent of the Company.

13. All documents referred to in the accompanying notice will be available for inspection at theRegistered Office of the Company during business hours on all working days up to the date ofdeclaration of the result of the 6th AGM of the Company.

14. Shareholders holding shares in physical form are requested to consider converting their holdingto dematerialized form to eliminate all risks associated with physical shares and for ease of portfoliomanagement. Member can contact the Registrar and Transfer Agent of the company for assistancein this regard.

15. In case of joint holders attending the AGM, the shareholder whose name appears as the firstholder in the order of name appears as per the Register of Members of the Company will beentitled to vote.

16. Route map to the venue of the AGM is published elsewhere in the Annual Report.

By Order of the BoardFor Banka BioLoo Limited

Sd/-SRI BALA ADITYA YANAMANDRA

Company SecretaryHyderabad, 25th August, 2018

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Electronic Voting:

Pursuant to provisions of Section 108 of the Companies Act, 2013, Rule 20 of the Companies (Managementand Administration) Rules, 2014 as substituted by the Companies (Management and Administration)Amendment Rules, 2015 and Regulation 44 of SEBI (LODR) Regulations, 2015, the Company is pleasedto provide e-voting facility to members to cast their vote on all resolutions set forth in the notice conveningthe 6th Annual General Meeting (AGM) to be held on Saturday, 29th September 2018 at 4.30 P.M. TheCompany has engaged the services of Central Depository Service Limited (CDSL) to provide the e-votingfacility.

The Members whose names appear in the Register of Members/List of Beneficial Owners as on 22nd

September, 2018 (cut-off date), are entitled to vote on the resolutions set forth in this Notice.

The e-voting period will commence on Wednesday, 26th day of September, 2018 at 9.00 A.M. and will endon Friday, 28th day of September, 2018 at 5.00 P.M. During this period, shareholders of the Companyholding shares either in physical form or in dematerialized form, as on the cutoff date may cast their voteelectronically. The e-voting module shall be disabled by CDSL for voting thereafter. Members will not beable to cast their votes electronically beyond the date and time mentioned above.

The Company has appointed Mr. M Ramana Reddy, Practicing Company Secretaries from P.S. Rao andAssociates, Hyderabad, to act as the Scrutinizer, to scrutinize the electronic voting process and poll at theAnnual General Meeting (AGM) in fair and transparent manner. The members desiring to vote throughelectronic mode may refer to the detailed procedure on e-voting given hereunder.

PROCEDURE FOR E-VOTING:

Instructions for members for voting electronically are as under:

A. In case of members receiving e-mail (for members whose e-mail addresses are registered withthe Company/Registrars)

i) The shareholders should log on to the e-voting website www.evotingindia.com.ii) Click on Shareholders.iii) Now Enter your User ID

a. For CDSL: 16 digits beneficiary ID,

b. For NSDL: 8 Character DP ID followed by 8 Digits Client ID,

c. Members holding shares in Physical Form should enter Folio Number registered with theCompany.

iv) Next enter the Image Verification as displayed and Click on Login.

v) If you are holding shares in demat form and had logged on to www.evotingindia.com and votedon an earlier voting of any company, then your existing password is to be used.


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vi) If you are a first time user follow the steps given below:

For Members holding shares in Demat Form and Physical Form

PAN* Enter your 10 digit alpha-numeric *PAN issued by Income Tax Department (Applicablefor both demat shareholders as well as physical shareholders)

• Members who have not updated their PAN with the Company/Depository Participantare requested to use the first two letters of their name and 8 digits of the folio numberin the PAN field.

• In case the folio number is less than 8 digits enter the applicable number of 0'sbefore the number after the first two characters of the name. Eg. If your name isRamanathan with sequence number 1 then enter RA00000001 in the PAN field.

DOB# • Enter the Date of Birth as recorded in your demat account or in the company recordsfor the said demat account or folio in dd/mm/yyyy format.

Dividend • Enter the Dividend Bank Details as recorded in your demat account or in the companyBank records for the said demat account or folio

Details # • Please enter the DOB or Dividend Bank Details in order to login. If the details arenot recorded with the depository or company please enter the member id / folionumber in the Dividend Bank details field.

(vii) After entering these details appropriately, click on “SUBMIT” tab.

(viii) Members holding shares in physical form will then directly reach the Company selection screen.However, members holding shares in demat form will now reach ‘Password Creation’ menu whereinthey are required to mandatorily enter their login password in the new password field. Kindly notethat this password is to be also used by the demat holders for voting for resolutions of any othercompany on which they are eligible to vote, provided that company opts for e-voting throughCDSL platform. It is strongly recommended not to share your password with any other person andtake utmost care to keep your password confidential.

(ix) For Members holding shares in physical form, the details can be used only for e-voting on theresolutions contained in this notice.

(x) Click on the EVSN for the relevant “Banka Bioloo Limited” on which you choose to vote.

(xi) On the voting page, you will see “Resolution Description” and against the same the option “Yes/No” for voting. Select the option Yes or No as desired. The option Yes implies that you assent tothe Resolution and option No implies that you dissent to the resolution.

(xii) Click on the “Resolution file link” if you wish to view the entire Resolution details.

(xiii) After selecting the resolution you have decided to vote on, click on “Submit”. A confirmation boxwill be displayed. If you wish to confirm your vote, click on “Ok”, else to change your vote, click on“Cancel” and accordingly modify your vote.

(xiv) Once you “Confirm” your vote on the resolution, you will not be allowed to modify your vote.

(xv) You can also take a print of the votes cast by clicking on “Click here to print” option on the Votingpage.

(xvi) If demat account holder has forgotten the login password then Enter the User ID and the imageverification code and click on Forgot Password & enter the details as prompted by the system.

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(xvii) Members can also cast their vote using CDSL’s mobile app “m-Voting” available for Android basedmobiles. The m-Voting app can be downloaded from Google Play Store. Apple and Windowsphone users can download the app from the App Store and the Windows Phone Store respectively.Please follow the instructions as prompted by the mobile app while voting on your mobile.

(xviii) Note for Non – Individual Shareholders and Custodians

• Non-Individual shareholders (i.e. other than Individuals, HUF, NRI etc.) and Custodian arerequired to log on to www.evotingindia.com and register themselves as Corporate.

• A scanned copy of the Registration Form bearing the stamp and sign of the entity should beemailed to [email protected].

• After receiving the login details a Compliance User should be created using the admin loginand password. The Compliance User would be able to link the account(s) for which theywish to vote on.

• The list of accounts linked in the login should be mailed to [email protected] on approval of the accounts they would be able to cast their vote.

• A scanned copy of the Board Resolution and Power of Attorney (POA) which they haveissued in favour of the Custodian, if any, should be uploaded in PDF format in the systemfor the scrutinizer to verify the same

(xix) In case you have any queries or issues regarding e-voting, you may refer the Frequently AskedQuestions (“FAQs”) and e-voting manual available at www.evotingindia.com, under help sectionor write an email to [email protected].

B. In case of members receiving the physical copy of notice of 6th Annual General Meetingby courier (for members whose e-mail ids are not registered with the Company/Depositories)

� Please follow all the steps from S.No. (i) toS.No (xvii) to caste vote.


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Explanatory statement pursuant to section 102 of the companies Act, 2013

Item No. 3,4,5 and 6:

The Members of the Company at the Extraordinary General Meeting held on 27th October 2017 hadapproved the appointment of Ms. Namita Sanjay Banka as Chairman and Managing Director, for aperiod of 3 years, Mr. Sanjay Banka as Whole-time Director for a period of 3 years, Mr.Akhilesh KumarTripathi as Whole-time Director for a period of 3 years, Mr.Venkata Rama Krishna Tadepalli as Whole-time Director for a period of 3 years along with other terms & conditions of appointment, includingpayment of remuneration.

Particulars of details of Ms. Namita Sanjay Banka Chairman and Managing Director, Mr. Sanjay BankaWhole-time Director, Mr. Akhilesh Kumar Tripathi Whole-time Director, Mr.Venkata Rama KrishnaTadepalli Whole-time Director and CFO pursuant to the information as required under Schedule V ofthe Companies Act, 2013 including Secretarial Standard - 2 and SEBI (LODR) Regulations, 2015, asapplicable, are stated in Annexure to the Notice.

Pursuant to the recommendation of Nomination & Remuneration Committee, the Board of Directors ofthe Company at its meeting held on 25th August, 2018 approved the remuneration as stated in ItemNo. 3, 4, 5 & 6 of the Notice.

Further, the Board of Directors recommends the resolution stated in the said item for the approval ofmembers of the Company by way of Ordinary Resolution.

Except Ms. Namita Sanjay Banka, Mr. Sanjay Banka, Mr. Akhilesh Kumar Tripathi, Mr. Venkata RamaKrishna Tadepalli and their relatives, none of the Directors and Key Managerial Personnel of theCompany and their relatives are concerned or interested, financially or otherwise, in the said Resolution.

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A Name Namita Sanjay Banka

B Brief Resume

i) Age 44 years

ii) Qualification B.Sc., (Hon.) P.G. Diploma In Jewellery Designing,Mfg. & Appraising

iii) Experience in specific 15 years in businessfunctional area

iv) Date of appointment on the 31.08.2012Board of the Company(Banka Bioloo Limited)

C Nature of expertise in specific Expert in working out a Business plans from thefunctional Areas expansion of organization

D Names of other companies inwhich he is acting as Director NIL

E Name(s) of companies in whichcommittee Membership(s) held NIL

F No. of shares of Rs.10/- eachheld by the Director 1,890,168 Equity Shares

G Relationship with other director She is the Relative of Sanjay Banka, Vishal Murarka

Brief Profile of the Director seeking re-appointment at the Annual General Meeting scheduled tobe held on 29.09.2018.

Item No.2: To appoint a director in place of Ms.Namita Sanjay Banka (DIN: 05017358) who retires byrotation and offers herself for re-appointment.


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THE FOLLOWING ADDITIONAL DETAILED INFORMATION AS PER SECTION – II OF SCHEDULE V ISAS FOLLOWS:

1. General Information:

a) Nature of industry

b) Date or expected date of com-mencement of commercial pro-duction.

c) In case of new companies, ex-pected date of commencementof activities as per project ap-proved by financial institutionsappearing in the prospectus.

d) Financial performance basedon given indicators.

e) Foreign investments orcollaborations

Human waste Management System

Business commenced in the year 2012, since then the Com-pany is engaged in the business of Manufacturing, Supplyingand Installation of Bio-tanks for digestion of human waste ascomplete solution.

Not Applicable

NIL

Particulars 2016-17 2015-16 2014-15

Revenue 15,05,32,390 14,26,54,121 8,18,72,731

Profit before Tax 1,69,22,434 52,38,418 14,68,829

Provision for Taxation 65,51,524 18,38,485 5,15,418

Profit/(Loss) after tax 1,03,70,910 33,99,933 9,53,411

17


DIRECTOR’S REPORT

Dear Shareholders,Your directors have pleasure in presenting their 6th Annual Report on the business and operations of thecompany together with the audited financial statements for the year ended 31st March, 2018.

1. Financial Highlights

The Company’s operations during the year ended March 31,2018 are summarized in the table below

Particulars Year Ended Year EndedMarch 31, 2018 March 31, 2017

Income from Operations 16,53,07,695 15,05,32,390

Other income 16,41,273 10,50,571

Total income 16,69,48,967 15,15,82,961

Total Expenditure 14,12,07,774 13,46,60,527

Profit Before Tax 2,57,41,194 1,69,22,434

Less: Tax expenses 68,32,562 65,51,524

Net Profit/Loss 1,89,08,632 1,03,70,910

2. State of Affairs/ Company’s Performance

Your Directors wish to present the details of business operations done during the year under review:

The Company’s Revenue from operation for FY 2018 is Rs. 18,02,64,285/- (after taxes Rs.16,53,07,695/-) increased during the year under review when compared with previous year revenue ofRs.16,04,53,555/- (after taxes Rs.15,05,32,390/).The profit before tax for the financial year under reviewis Rs. 2,57,41,194/- as against Rs. 1,69,22,434/-for the previous financial year 2017.

Your Directors express their satisfaction on the overall financial performance and the progress madeon different areas by the Company during the year under review.

3. Initial Public Offering and Utilization of IPO Proceeds

During the year under review, the Company has completed an Initial Public offering (“IPO”) of itsshared consisting of a fresh offer of 10,98,000 equity shares of Rs.10/- each at Rs. 115/- per share(Including a premium of Rs.105/- per share).The equity shares of the Company were listed on NationalStock Exchange (Emerge) platform for SME listing effective from February 27,2018

4. Dividend

Your Directors would like to use the profits earned for the purpose of enhancing business and hencedo not propose any dividend for the financial year under review 2017-18.

5. Transfer to reserves

No amount has been transferred to reserves and the profit for the year has been retained in the profitand loss account.

6. Transfer of unclaimed dividend to investor education and protection fund

The provision of Section 125 of Companies Act,2013 is not applicable as the Company did not declareany dividend.


18

2017-18

7. Share Capital

As on March 31, 2018, the authorized share capital of the Company is Rs. 5,00,00,000/- divided into50,00,000 equity shares of Rs. 10/- each

During the year under review, the Company has allotted:

a. 28,88,846 Equity Shares of ¹ 10 each pursuant to bonus issue as on 27th October, 2017

b. 10,98,000 Equity Shares of ¹ 10 each pursuant to an initial public offering of the Company as on23rd January 2018.

As on March 31, 2018, the paid-up share capital of the Company stood as ¹ 4,11,24,480 consisting of4112448 equity shares of ¹ 10 each.

8. Particulars of loans, guarantees and investments

During the year under review, your Company has not made any investment, given any loan or guaranteefalling within the meaning of section 186 of the Companies Act, 2013 and the rules made thereunder.

9. Public deposits

During the financial year under review your company has not accepted any deposits falling within themeaning of Section 73 of Companies Act, 2013 read with the Companies (Acceptance of Deposits)Rules, 2014.

10. Particulars of contracts or arrangements with related party

During the year under review, there were no transactions entered with Related Parties under theprovisions of Section 188 of the Companies Act, 2013 and the Rules made thereunder. Thus, disclosurein form AOC-2 in terms of Section 134 of the Companies Act, 2013 is not required.

Further, there are no material related party transactions during the year under review with the Promoters,Directors or Key Managerial Personnel. The Company has developed a framework through StandardOperating Procedures for the purpose of identification and monitoring of such Related PartyTransactions.

11. Risk Management

Risk management is the process of identification, assessment and prioritization of risks followed bycoordinated efforts to minimize, monitor and mitigate/control the probability and/or impact of unfortunateevents to maximize the realization of opportunities. The company has initiated a process of preparinga comprehensive risk assessment and minimization procedure. These procedures are meant to ensurethat executive management controls risk through means of a properly defined framework. The majorrisks are being identified by the company and its mitigation process/measures being formulated inareas of operations, recruitment, financial processes and reporting, human resources and statutorycompliance.

12. Management discussion and analysis

The management discussion and analysis report for the year under review as stipulated in SEBI ListingRegulations is presented in a separate section forming part of this annual report.

13. Conservation of energy, technology absorption, foreign exchange earnings and outgo

The company being in the service industry does not have any power generation units and did notproduce/generate any renewable or conventional power. The foreign exchange out flow on of thecompany for the year is Rs.1495466/- (Previous year Rs.106083/-)

19


14. Material changes and commitment affecting financial position of the company from the end ofthe financial year till the date of the report

There is no material changes and commitment affecting financial position of the company for thefinancial year 2017-18.

15. Disclosure under sexual harassment of women at workplace (prevention, prohibition, andredressal) Act,2013

The company is committed to provide a safe and conducive work environment to its employees andhas adopted a policy on prevention, prohibition and redressal of sexual harassment at workplace inline with the provision of the sexual harassment of women at workplace (prevention, prohibition andredressal) Act,2013 and the rules made thereunder.

During the year under review, no complaints were reported as on date.

16. Committees of the board

As on March 31,2018, the Board has three committees, the audit committee, the nomination andremuneration committee, the stakeholders relationship committee which are constituted as per theprovisions of the Companies Act,2013, the details of the above mentioned committees are as follows

Audit Committee

S. No Name of the Member Position

1 Mr. SandipPoddar Chairman

2 Mr. Jayant Kumar Member

3 Mr. T V Rama Krishna Member

Nomination and Remuneration Committee


1 Mrs. GeetaGoti Chairman

2 Mr.Jayant Kumar Member

3 Mr. Vishal Murarka Member

Stakeholders’ relationship committee


1 Mr. Jayant Kumar Chairman

2 Mrs. GeetaGoti Member

3 Mr. Sanjay Banka Member

17. Meeting of the board of directors

During the financial year ended on 31 March 2018, Seven (7) board meeting held on 25th April 2017,26th June 2017, 2nd August 2017, 3rd October 2017, 30th October 2017, 15th November 2017, 5th March,2018


20

2017-18

18. Details of directors or key managerial personnel who were appointed or have resigned duringthe financial year 2017-18

In accordance with the provisions of Section 152 of the Companies Act, 2013 and the Articles ofAssociations of the Company Ms. Namita Sajnay Banka, Managing Director, retire by rotation at theensuring Annual General Meeting and being eligible, offer herself for reappointment. A brief profile ofthe director seeking re-appointment form part of the notice of the ensuring Annual General Meeting.

The following directors and key managerial personnel were appointed during the year under review

Date of DIN /PAN Name Designationappointment

01/11/2017 07977695 Tadepalli Venkata Rama Krishna Whole-time director

01/11/2017 06866598 Geeta Goti Independent Director

01/11/2017 07864347 Sandip Poddar Independent Director

01/11/2017 00580260 Jayant Kumar Independent Director

01/11/2017 ACCPT9754A Tadepalli Venkata Rama Krishna CFO

15/11/2017 ABYPY4949B Sri Bala Aditya Yanamandra Company Secretary

On 01/11/2017, Namita Sanjay Banka was appointed as Managing Director and Sanjay Banka, AkhileshKumar Tripathi was appointed as Whole-Time Director and Vishal Murarka was re-designated as non-executive director of the company.

19. Declaration by the independent directors

During the year under review, the independent directors of the company have submitted their disclosuresto the board that they fulfil all the requirements as stipulated in Section 149(6) of the Companies Act,2013 so as to qualify themselves to be appointed as independent directors under the provisions of theCompanies Act, 2013 and the relevant rules.

20. Directors responsibility statement

Pursuant to Section 134(5) of the Companies Act, 2013, the Board of Directors, to the best of theirKnowledge and ability, confirm that:

i. In preparation of the annual accounts, the applicable accounting standards had been followedalong with proper explanation relating to material departures;

ii. The directors have selected such accounting policies and applied them consistently and madejudgments and estimates that are reasonable and prudent so as to give a true and fair view of thestate of affairs of the company at the end of the financial year and of the profit and loss of thecompany for that period.

iii. The directors have taken proper and sufficient care for the maintenance of adequate accountingrecords in accordance with the provisions of this Act for safeguarding the assets of the companyand for preventing and detecting fraud and other irregularities.

iv. The directors have prepared the annual accounts on a going concern;

v. The directors have laid down internal financial controls to be followed by the company and thatsuch internal financial controls are adequate and were operating effectively;

vi. The directors have devised proper systems to ensure compliance with the provisions of all applicablelaws and that such systems were adequate and operating effectively.

21


Based on the framework of internal financial controls and compliance systems established andmaintained by the company, work performed by the statutory and external consultants and the reviewsperformed by management and the relevant board committees, including the audit committee, theboard is of the opinion that the Company’s internal financial controls were adequate and effectiveduring the financial year 2017-18.

21. Insider trading regulations

Based on the requirements under SEBI (Prohibition of Insider Trading) Regulations, 1992, as amendedfrom time to time, the code of conduct for prohibition of insider trading, as approved by the board isimplemented by the company. The company also adopts the concept of trading window closure, toprevent its directors, officers, designated employees, their relatives and other employees from tradingin the securities of the company at the time when there is unpublished price sensitive information. Theboard has appointed Mr. Sri BalaAdityaYanamandra, Company Secretary as the Compliance Officerunder the code.

22. Extract of Annual Return

In accordance with Section 134(3)(a) of the Companies Act, 2013, an extract of the annual return ofthe company for the financial year ended March 31,2018 is enclosed as Annexure I.

The extract of the annual return of the company is also hosted on the company’s website at http://www.bankabio.com/

23. Statutory auditors

Pursuant to the provisions of Section 139 and 142 of the Companies Act, 2013 and the rules madethereunder, including any statutory modification(s) or re-enactment(s) thereof for the time being inforce, M/s. PRSV& Co. LLP., Chartered Accountants (Firm Registration No. S200016), the StatutoryAuditors of the Company, to hold the office from the conclusion of the 5th Annual General Meeting ofthe Company to the conclusion of the 10th Annual General Meeting to be held in 2022. However, theirappointment as Statutory Auditors of the Company is subject to ratification by the Members at everyAnnual General Meeting. Accordingly, a resolution seeking Members’ ratification on appointment of M/s. PRSV& Co. LLP Chartered Accountants, bearing firm registration No. S200016, as the StatutoryAuditors of the Company.

24. Auditors’ report

The auditors’ Report for fiscal 2018 does not contain any qualifications, reservations or adverse remarks.The Auditors’ Report is enclosed with the financial statements in this Annual Report.

25. Secretarial Audit

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointmentand Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s. P.S. Rao& Associates, a firm of Company Secretaries in Practice to undertake the Secretarial Audit of theCompany. The Secretarial Audit Report is annexed herewith as ‘Annexure II’ to this report.

26. Internal financial control

Your board has adopted the policies and procedures for ensuring the orderly and efficient conduct ofits business, including adherence to the company’s policies, the safeguarding of its assets, the preventionand detection of frauds and errors, the accuracy and completeness of accounting records, and thetimely preparation of reliable financial disclosures. Your directors express their satisfaction and statesthat the company is having the adequate internal finance control system to the size of its operation.


22

2017-18

27. Details of significant and material orders passed by the regulators or courts or tribunals impactingthe going concern status and company’s operations in future

During the year under review, there were no significant and material orders passed by the regulatorsor courts or tribunals impacting the going concern status and company‘s operations in future.

28. Whistle blower policy

The company has established a vigil mechanism for reporting concerns through the whistle blowerpolicy of the company. The policy provides for a framework and process, for the employees and directorsto report genuine concerns or grievances about illegal and unethical behaviour. The whistle blowerpolicy is available on the website of the Company (http://www.bankabio.com/)

29. Particulars of employees

The information required under section 197 of the Companies Act, 2013 read with rule 5(1) of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are given below:

a. The ratio of the remuneration of each director to the median remuneration of the employees of theCompany for the Financial Year:

Name of the Director Ratio to median remuneration

Namita Sanjay Banka 16.25 Times

Sanjay Banka 20.83 Times

Akhilesh Kumar Tripathi 11.66 Times

Venkata Rama Krishna Tadepalli 5.83 Times

“The company has not paid any remuneration to the non-executive directors of the company for thefinancial year 2017-18.”

b. The percentage increase in remuneration of each director, Chief Executive Officer, Chief FinancialOfficer, Company Secretary in the Financial Year.

Director, Chief Executive Officer, Chief % increase in remunerationFinancial Officer and Company Secretary in the financial year

Namita Sanjay Banka 21.72%

Sanjay Banka 46.47%

Akhilesh Kumar Tripathi 16.67%

Sri BalaAdityaYanamandra is appointed as company secretary of the company on 15th November2017.

Sri Venkata Rama Krishna Tadepalli is appointed as Whole Time Director and CFO from 1st November2017.

c. The number of permanent employees on the rolls of Company: 402 (only core employee isconsidered).

d. The Ratio of the remuneration of the highest paid director to that of the employees who are notdirectors but receive remuneration in excess of the highest paid director during the year:None.

e. Affirmation that the remuneration is as per the remuneration policy of the Company:

The Company affirms remuneration is as per the remuneration policy of the Company.

23


30. Green initiatives

The company sends the annual report to its members in electronic form, whose email addresses areregistered with the company/depository participants(s). For members who have not registered emailaddresses, physical copies are sent in the permitted mode.

In case of any change in your email address, you are requested to please inform the same to yourDepository (in case you hold the shares in dematerialized form) or to the Company/RTA (in case youhold the shares in physical form).

31. Acknowledgement

Your directors place on record their gratitude to the Central Government, various State Governmentsand Company’s Bankers and advisors for the valuable advice, guidance, assistance, cooperation andencouragement they have extended to the Company from time to time. The Directors also take thisopportunity to thank the company’s customers, suppliers and shareholders for their consistent supportto the Company.

We place on record our appreciation for the contribution made by our employees at all levels. Ourconsistent growth was made possible by their hard work, solidarity, cooperation and support.

By Order of the BoardFor, Banka BioLoo Limited

Sd/- Sd/-NAMITA SANJAY BANKA T.V. RAMA KRISHNA

Managing Director Whole-time DirectorDIN: 05017358 DIN: 07977695

Hyderabad, 25th August, 2018


24

2017-18

Annexure-I

Form No. MGT-9

EXTRACT OF ANNUAL RETURN

For the financial year ended 31st March 2018[Pursuant to section 92(3) of the Companies Act, 2013 and rule 12(1) of the

Companies (Management and Administration) Rules, 2014]

I. Registration and Other Details:

i. CIN U90001AP2012PTC082811

ii. Registration Date 31st August 2012

iii. Name of the Company Banka BioLoo Limited

iv. Category / Sub-Category of the Company Limited Company

v. Address of the Registered office and Plot no 11-4-651, A–109, Express Apartment,contact details Lakdika Pool, Hyderabad – 500 004

Tel No.: +91-40-2980 1495;Fax No.: + 91-40-6668 8028;Email: [email protected]: www.bankabio.com

vi. Whether listed Company Yes1. NSE (SME Listed)

vii. Name, Address & Contact details of BIGSHARE SERVICES PRIVATE LIMITEDRegistrar & Transfer Agent, if any # 06, Right Wing, 3rd Floor, Amrutha Ville,

Opp.Yashoda Hospital, Somajiguda,Rajbhavan Road, Hyderabad - 500 082.Website: www.bigshareonline.com

II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY:

S. No. Name and Description of main NIC Code of the Product/ % to totalproducts / service Service turnover of the

Company

1. Treatment of waste water or sewer bymeans of physical, chemical or

biological processes 37003 100

PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES:

S. No. Name Of The Company CIN Holding/ Subsidiary/ % of shares

Associate/ Joint Venture held

- - - - -

25


IV. SHARE HOLDING PATTERN (Equity Share Capital Breakup as percentage of TotalEquity)

(i) Category-wise Share Holding

Category of No. of Shares held at the No. of Shares held at the %Shareholders beginning of the Year end of the Year Change

(01-04-2017) (31-03-2018) during theYear

Demat Physical Total % of Demat Physical Total % ofshares shares

A. Promoters

1. Indian

a. Individual/HUF 0 115413 115413 91.89 1890168 0 1890168 45.96 (45.93)

b. Central Govt 0 0 0 0 0 0 0 0 0

c. State Govt(s) 0 0 0 0 0 0 0 0 0

d. Bodies Corp. 0 0 0 0 0 0 0 0 0

e. Banks / FI 0 0 0 0 0 0 0 0 0

f. Any Other 0 0 0 0 604248 0 604248 14.69 14.69

Sub-total (A) (1): 0 115413 115413 91.89 2494416 0 2494416 60.66 (31.24)

(2) Foreign

g) NRIs - 0 0 0 0 0 0 0 0 0Individuals

h) otherIndividuals 0 0 0 0 0 0 0 0 0

i) Body Corp 0 0 0 0 0 0 0 0 0

j) Banks / FI 0 0 0 0 0 0 0 0 0

k) Any Other. 0 0 0 0 0 0 0 0 0

Sub-total(A) (2):- 0 0 0 0 0 0 0 0 0

Total Shareholding ofpromoter(A) = (A) (1) +(A) (2) 0 115413 115413 91.89 2494416 0 2494416 60.66 (31.24)

B. Public ShareHolding


26

2017-18

1. Institutions

a) Mutual Funds 0 0 0 0 0 0 0 0 0

b) Banks / FI 0 0 0 0 0 0 0 0 0

c) Central Govt 0 0 0 0 0 0 0 0 0

d) State Govt(s) 0 0 0 0 0 0 0 0 0

e) Venture 0 0 0 0 0 0 0 0 0Capital Funds

f) Insurance 0 0 0 0 0 0 0 0 0Companies

g) FIIs 0 0 0 0 0 0 0 0 0

h) ForeignVenture 0 0 0 0 0 0 0 0 0Capital funds

i) Others 0 0 0 0 0 0 0 0 0(Specify)

Sub Total (B)(1) 0 0 0 0 0 0 0 0 0

2. Non-Institutions

a) Bodies Corp. 2773 330 3103 0.03 2613 330 2943 0.03 0.00

i) Indian 0 0 0 0 91200 0 91200 2.22 2.22

ii) Overseas 0 0 0 0 0 0 0 0 0

b) Individuals

i) IndividualShareholdersholding nominal 0 10,189 10,189 8.11 223200 0 223200 5.43 (2.68)share capitalupto Rs. 1 Lakh

ii) Individualshareholdersholding nominal 0 0 0 0 949117 257315 1206432 29.34 29.34share capitalin excess ofRs 1 Lakh

c) Others(specify) 0 0 0 0 0 0 0 0 0

i) NRI’s 0 0 0 0 8400 0 8400 0.20 0.20

ii) Market Makers 0 0 0 0 88800 0 88800 2.16 2.16

Sub-total (B)(2): 0 10,189 10,189 8.11 1360717 257315 1618032 39.34 31.23Total PublicShareholding 0 10,189 10,189 8.11 1360717 257315 1618032 39.34 31.23(B)=(B)(1)+ (B)(2)c) Shares heldby Custodian 0 0 0 0 0 0 0 0 0for GDRs & ADRs

Grand Total 0 1,25,602 1,25,602 100.00 3855133 257315 4112448 100.00 0(A+B+C)

27


( ii ) Shareholding of Promoters

S.No Shareholder's Shareholding at the beginning Shareholding at the end %Name of the Year of the Year Change

(01.04.2017) (31.03.2018) in Shareholdingduringthe year.

No. of % to % of Shares No. of % to % of SharesShares Total Shares pledged / Shares Total Shares pledged /

of the Encumbered of the EncumberedCompany to total Company to total

shares shares

1. Namita Sanjay Banka 78757 62.70% Nil 1890168 45.96 Nil (16.74)

2. Vishal Murarka 19529 15.55% Nil 468696 11.40 Nil (4.15)

3. VineetSatyanarayan 2222 1.77% Nil 53328 1.30 Nil (0.37)Murarka

4. Sanjay Banka 1200 0.96% Nil 28800 0.70 Nil (0.16)

5. Sanjay Banka (HUF) 926 0.74 Nil 53424 1.30 Nil 0.56

Total 115413 91.89 0 2494416 60.66 0 0

( iii ) Change in Promoters’ Shareholding (please specify, if there is no change) :

S.No Promoter Shareholding at the begining of the Shareholding at the end of the YearName(s) Year (01.04.2017) (31.03.2018)

No. of % to total Shares of No. of % to total Shares ofShares the Company Shares the Company

1. At the beginning of the year 1,15,413 91.89 NA NADate wise Increase /Decrease in PromotersShare Holding during theYear specifying the reasonsfor increase / decrease(e.g. allotment / transfer /bonus/ sweat equity etc):

1. On 30.10.2017 2360582shares were allotted topromoters in Bonus Issue 2360582 57.40 2494416 60.66

3. At the end of the year NA NA 2494416 60.66


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2017-18

(iv) Shareholding Pattern of top ten Shareholders (other than Directors, Promotersand Holders of GDRs and ADRs):S.No Name No. of Shares Increase/ Percentage of

at the Decrease Number total shares ofBeginning / End Date in share- Reason of Shares the company

of the year holding

1 PRABODHAGRAWAL 0 22-Dec-17 Transfer 0 0.0021-Feb-18 391200 Transfer 3,91,200 9.5123-Feb-18 -391200 Transfer 0 0.00

2-Mar-18 391200 Transfer 3,91,200 9.513,91,200 31-Mar-18 0 Transfer 3,91,200 9.51

2 AKHILESH KUMAR 3,06,696 22-Dec-17 0 Transfer 3,06,696 7.46TRIPATHI 21-Feb-18 -306696 Transfer 0 0.00

22-Feb-18 306696 Transfer 3,06,696 7.463,06,696 31-Mar-18 0 Transfer 3,06,696 7.46

3 ARYAMAN CAPITAL 0 22-Dec-17 Transfer 0 0.00MARKETS LIMITED 21-Feb-18 58800 Transfer 58,800 1.43

2-Mar-18 7200 Transfer 66,000 1.609-Mar-18 50400 Transfer 1,16,400 2.83

16-Mar-18 -27600 Transfer 88,800 2.1688,800 31-Mar-18 0 Transfer 88,800 2.16

4 ABHISHEK RAJNIKANT 0 22-Dec-17 Transfer 0 0.00SHETH 2-Mar-18 78000 Transfer 78,000 1.90

78,000 31-Mar-18 0 Transfer 78,000 1.905 KENNETH ANDRADE 0 22-Dec-17 Transfer 0 0.00

21-Feb-18 74400 Transfer 74,400 1.8123-Feb-18 -74400 Transfer 0 0.00

2-Mar-18 74400 Transfer 74,400 1.8174,400 31-Mar-18 0 Transfer 74,400 1.81

6 SIDHIDATA POWER LLP 0 22-Dec-17 Transfer 0 0.0021-Feb-18 64800 Transfer 64,800 1.58

64,800 31-Mar-18 0 Transfer 64,800 1.587 RANJEET C SHAH 50,040 22-Dec-17 0 Transfer 50,040 1.22

21-Feb-18 -50040 Transfer 0 0.0022-Feb-18 50040 Transfer 50,040 1.22

50,040 31-Mar-18 0 Transfer 50,040 1.228 SUNDEEP C SHAH 50,040 22-Dec-17 0 Transfer 50,040 1.22


50,040 31-Mar-18 0 Transfer 50,040 1.229 KIRTI D ANAM 44,448 22-Dec-17 0 Transfer 44,448 1.08


44,448 31-Mar-18 0 Transfer 44,448 1.0810 RAKESH KUMAR SHARMA 0 22-Dec-17 Transfer 0 0.00

21-Feb-18 44400 Transfer 44,400 1.0823-Feb-18 -44400 Transfer 0 0.00

2-Mar-18 44400 Transfer 44,400 1.0844,400 31-Mar-18 0 Transfer 44,400 1.08

29


(v) Shareholding of Directors and Key Managerial Personnel

CumulativeSl. Shareholding duringNo. Name Share Holding the year

No. of % of total Date Increase No. of % of totalShares at Shares of Decrease in Reason Shares Shares ofthe the Shareholding theBeginning Company Company(01.04.2017)/ endof the year31.03.2018)

1. Namita SanjayBanka

2. Sanjay Banka

3. AkhileshKumar Tripathi

4. Vishal Murarka

5. Venkata RamaKrishna Tadepalli

78757 62.70 01-04-2017

1890168 45.96 31-03-2018

1200 0.96 01-04-2017

28800 0.70 31-03-2018

12779 10.17 01-04-2017

306696 10.17 31-03-2018

19529 15.55 01-04-2017

468696 11.40 31-03-2018

0 0 01-04-2017

8400 0.20 31-03-2018

V. INDEBTEDNESS

Indebtedness of the Company including interest outstanding/accrued but not due for payment

Particulars Secured Loans Unsecured Deposits Totalexcluding deposits Loans Indebtedness

Indebtedness at the beginning of thefinancial year

i) Principal Amount 7082645 25637514 0 32720159

ii) Interest due but not paid 0 0 0 0

iii) Interest accrued but not due 0 0 0 0

Total ( i + ii + iii ) 7082645 25637514 0 32720159

Change in Indebtednessduring the financial year

Net Change -1823650 7224004 0 -5400354

Indebtedness at the end of thefinancial year

i) Principal Amount 8906295 18413510 0 27319805

ii) Interest due but not paid 0 0 0 0

iii) Interest accrued but not due 0 0 0 0

Total ( i + ii + iii ) 8906295 18413510 0 27319805

1811411 Allotment 1890168 45.96

27600 Allotment 28800 0.70

293917 Allotment 12779 10.17

449167 Allotment 468696 11.40

8400 Allotment 8400 0.20


30

2017-18

VI. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

(i). Remuneration to Managing Director, Whole-time Directors and/or Manager:

Akhilesh VenkataSNo Particulars of Remuneration Namita Sanjay Sanjay Kumar Rama Total

Banka Banka Tripathi Tadepalli AmountMD WTD Director WTD

WTD

1. Gross Salary( a ) Salary as per provisions contained 1950000 2500000 1400000 700000 12850000in Section 17(1) of the IncomeTax Act, 1961

( b ) Value of perquisites u/s 17(2) NIL NIL NIL NIL NILIncome Tax Act, 1961

( c ) Profits in lieu of salary under NIL NIL NIL NIL NILSection 17(3) Income Tax Act, 1961

2. Stock Option NIL NIL NIL NIL NIL

3. Sweat Equity NIL NIL NIL NIL NIL

4. Commission NIL NIL NIL NIL NIL• As a % of profit

• Others, specify

5. Others please specify NIL NIL NIL NIL NIL

Total (A) 1950000 2500000 1400000 700000 12850000

(ii). Remuneration to other directors:

SNo Particulars of Remuneration Name of Directors Total Amount

1. Gross Salary( a ) Salary as per provisionscontained in Section 17(1) NIL NILof the Income Tax Act, 1961

( b ) Value of perquisites NIL NILu/s 17(2) Income Tax Act, 1961

( c ) Profits in lieu of salary

2. Stock Option NIL NIL

3. Sweat Equity NIL NIL

4. Commission• As a % of profit NIL NIL

• Others, specify

5. Others please specify NIL NIL

Total (A) NIL NIL

31


(iii). REMUNERATION TO KEY MANAGERIAL PERSONNEL OTHER THAN MD/MANAGER/WTD

SNo Particulars of Remuneration Sri BalaAdityaYanamandra Total Amount(Company Secretary)

1. Gross Salary( a ) Salary as per provisionscontained in Section 17(1) 157500 157500of the Income Tax Act, 1961

( b ) Value of perquisites NIL NILu/s 17(2) Income Tax Act, 1961

( c ) Profits in lieu of salary

2. Stock Option NIL NIL

3. Sweat Equity NIL NIL

4. Commission• As a % of profit NIL NIL

• Others, specify

5. Others please specify NIL NIL

Total (A) 157500 157500

VII. Penalties / Punishment/ Compounding Of Offences:

There were no penalties / punishment / compounding of offences for the year ending March 31, 2018.






32

2017-18

Annexure-IIForm No. MR-3

SECRETARIAL AUDIT REPORTFOR THE FINANCIAL YEAR ENDED ON MARCH 31, 2017

[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,BANKA BIOLOO LIMITED,Hyderabad – 500004

We have conducted the secretarial audit of the compliance of applicable statutory provisions and the adherenceto good corporate practices by Banka Bioloo Limited, (hereinafter called the Company). Secretarial Audit wasconducted in a manner that provided us a reasonable basis for evaluating the corporate conducts/statutorycompliances and expressing my opinion thereon.

Based on my verification of the Company’s books, papers, minutes books, forms and returns filed and otherrecords maintained by the Company and also the information provided by the company, its officers, agents andauthorized representatives during the conduct of secretarial audit, We hereby report that in my opinion , theCompany has, during the audit period covering the financial year ended on 31st March, 2018 complied with thestatutory 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, minute books, forms and returns filed and other records maintained byBanka Bioloo Limited (“the Company”) for the financial year ended on 31st March, 2018 according to the provisionsof:

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-laws framed thereunder;

iv. Foreign Exchange Management Act, 1999 and the rules and regulations made thereunder to the extentof Foreign Direct Investment and Overseas Direct Investment. (the Company has not raised any ExternalCommercial Borrowing)

v. The following Regulations and Guidelines prescribed under the Securities and Exchange Board of IndiaAct, 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, 2015;

c) The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations,2009; (in connection with Public issue of Equity Shares);

d) The Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014; (Notapplicable to the Company during the audit period);

e) The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008;(Not applicable to the Company during the audit period)

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; (Notapplicable to the Company during the audit period); and

h) The Securities and Exchange Board of India (Buyback of Securities) Regulations, 1998; (Not applicableto the Company during the audit period);

i) The Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements)Regulations, 2015;

33


vi. Other specifically applicable laws to the Company:

a) The Copyright Act, 1957b) The Trade Marks Act, 1999c) Transfer of Property Act, 1882d) The Registration Act, 1908e) The Indian Contract Act, 1872f) The Specific Relief Act, 1963g) Consumer Protection Act, 1986h) Competition Act, 2002

We have also examined compliance with the applicable clauses of the Secretarial Standards issued by theInstitute of Company Secretaries of India

During the period under review, the Company has complied with the provisions of the Act, Rules, Regulations,Guidelines, Standards, etc. mentioned above subject to the following observations:

• In certain cases there was delay in filing of forms with the Registrar of Companies, We further reportthat

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 ofDirectors that took place during the period under review were carried out in compliance with the provisionsof the Act.

Adequate notice is given to all directors to schedule the Board Meetings, agenda and detailed notes onagenda were sent at least seven days in advance, and a system exists for seeking and obtaining furtherinformation and clarifications on the agenda items before the meeting and for meaningful participationat the meeting.

Meetings at shorter Notice, if any, are conducted with adequate consent of the Directors.

Majority decision is carried through while the dissenting members’ views are captured and recorded aspart of the minutes.

We further report that

There are adequate systems and processes in the company commensurate with the size and operations of thecompany to monitor and ensure compliance with applicable laws, rules, regulations and guidelines.

We further report that during the Audit period, following events occurred which are having a major bearing on theCompany’s affairs

• The company has converted its Status from Private Limited to Limited Company during the Year.

• The Board of Directors was restructured, Independent Directors were appointed and committees wereformed in terms of provisions of Companies Act, 2013 and SEBI Regulations.

• In the month of February, 2018, the company conducted an IPO (SME Issue) and got its shares listed atNSE (SME Segment) on 27.02.2018

• In the said IPO 10,98,000 equity shares were offered, issued and allotted @ Rs. 115/- per share Thisresulted in corresponding change in the capital structure of the Company.

For P S Rao & AssociatesCompany Secretaries

Date: 25th May, 2018Place: Hyderabad

Sd/-M Ramana Reddy

M.No. 37864C.P. No 18415

[This Report is to be read with my letter of even date which is annexed as Annexure A and forms an integral part of this report.]


34

2017-18

‘Annexure A’To,The Members,BANKA BIOLOO LIMITED,Hyderabad – 500004

Secretarial Audit Report of even date is to be read along with this letter.

Management’s Responsibility

1. It is the responsibility of the management of the Company to maintain secretarial records, deviseproper systems to ensure compliance with the provisions of all applicable laws and regulations and toensure that the systems are adequate and operate effectively.

Auditor’s Responsibility

2. We have followed the audit practices and processes as were appropriate to obtain reasonable assuranceabout the correctness of the contents of the Secretarial Records. The verification was done on randombasis to ensure that correct facts are reflected in secretarial records. We believe that the processesand practices we followed provide a reasonable basis for our opinion.

3. Our responsibility is to express an opinion on these secretarial records, standards and proceduresfollowed by the Company with respect to secretarial compliances.

4. We believe that audit evidence and information provided by the Company’s management is adequateand appropriate for us to provide a basis for our opinion.

5. Wherever required, we have obtained the management’s representation about the compliance of laws,rules and regulations and happening of events etc.

6. We have not verified the correctness and appropriateness of financial records and Books and Accountsof the Company.

Disclaimer

7. The Secretarial Audit Report is neither an assurance as to the future viability of the Company nor of theefficacy or effectiveness with which the management has conducted the affairs of the Company.

For P S Rao & AssociatesCompany Secretaries

Date: 25th May, 2018Place: Hyderabad

Sd/-M Ramana Reddy

M.No. 37864C.P. No 18415

35


MANAGEMENT DISCUSSION AND ANALYSIS

The year 2017-18 was a significant year in the evolution of Banka Bioloo Limited (Banka Bio) as thecompany went public and are now amongst the few security and facilities management companies whichare listed on Stock Exchange. Amidst the winds of change, we at Banka Bio, are deeply rooted to our corevalues of customer centricity, business ethics and social responsibility. It is matter of great satisfaction forus that our Initial Public Offering (IPO) received great response from investors. We are grateful for ourinvestors for reposing their trust in our vision and initiatives. Our journey is powered by the trust of all ourstakeholders and we are committed to deepen this precious bond of trust.

Net worth

The company’s net worth is Rs. 178405769/- as on March 31, 2018 which increased by Rs. 139070520/-compared to previous year net worth which was Rs. 39335249/-.

Share Capital:

The Company has increased its paid up share capital from Rs. 12,56,020 to Rs. 4,11,24,480 during thefinancial year ended 2018.

Reserves and surplus

During the financial year 2018 the Reserve and Surplus is decreased to Rs. 13,72,81,289/-compared tothat of previous year’s Reserves of Rs. 3,80,79,229/-as on March 31, 2017 on account of capitalizingreserves for issue of bonus shares .

A summary of our financial performance during the year is indicated in the table below:

(Rs. in lakhs)

Particulars Year Ended Year EndedMarch 31, 2018 March 31, 2017

Income from Operations 16,53,07,695 15,05,32,390

Other income 16,41,273 10,50,571

Total income 16,69,48,967 15,15,82,961

Total Expenditure 14,12,07,774 13,46,60,527

Profit Before Tax 2,57,41,194 1,69,22,434

Less: Tax expenses 68,32,562 65,51,524

Net Profit/Loss 1,89,08,632 1,03,70,910

Economic scenario:

The Indian economy witnessed another challenging year, with the effects of demonetization still lingeringin the first couple of quarters. Real GDP growth for FY18 is estimated at 6.75% representing a slowdownover the 7.1% growth seen in FY17. The slow start to the year was further hurt by the implementation ofGoods and Services Tax (GST), starting July 1, 2017. While the GST is a landmark indirect tax reform,there is short term pain that GST has inflicted on the economy. This was expected when a policy change ofsuch magnitude and complexity is rolled out. While various businesses and the government departmentstook their time to understand and implement the new rules, business took a backseat. This state of thingseased out by end of the year with GDP back on track and GST collections also picking up.

The Economic Survey predicts the Indian GDP to register a 7 – 7.5% growth in 2018-19, thereby re-instating India as the world’s fastest growing major economy.


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2017-18

Industry Review:

Swachh Bharat Abhiyan (SBA) is a campaign in our country that aims to clean up the streets, roads andinfrastructure of India’s cities, smaller towns, and rural areas. The objectives of SBA include eliminatingopen defecation through the construction of household-owned and community-owned toilets and establishingan accountable mechanism of monitoring toilet use. Lead by the Central Government, the Mission aims toachieve an open-defecation free (ODF) India by 2 October 2019, the 150th anniversary of the birth ofMahatma Gandhi, by constructing 12 million toilets in rural India at a projected cost of M 1.96 lakh crore(US$30 billion).

Due to the SBA, awareness amongst people for cleanliness and sanitation is increasing rapidly, whichwe are leveraging to promote our business. Following marketing and communication strategies areemployed by us to expand our existing market:

WoM (word-of-mouth):

We have created a lot of awareness regarding the concept through various successful projects indifferent parts of the country. These projects have led to the next projects, and then the next.

Exhibitions:

We participate in exhibitions, such as Swachh Bharat Expo in India, and abroad, spreading thetechnology and highlighting the enterprise.

Events:

For instance, in January 2013, we organized “Walkathon for Sanitation” with COWE (Confederation ofWomen Entrepreneurs), of which Banka BioLoo is a member, in Hyderabad. Participants included collegestudents and corporate employees, among others. They helped spread the word on sanitation andovercoming open defecation.

Internal control systems and adequacy

The rapid growth of our company makes it imperative for us to have a robust internal control framework.Our Company has in place adequate system of internal controls framework. The Company has in placeadequate systems of internal control commensurate with its size and the nature of its operations. Thesehave been designed to provide reasonable assurance with regard to recording and providing reliablefinancial and operational information, complying with applicable statutes, safeguarding assets fromunauthorised use or losses, executing transactions with proper authorization and ensuring compliance ofcorporate policies.

Human resourcesThe company follows best practices to attract, train and retain the resource pool. With utmost respect tohuman values, the company served its human resources with integrity, through a variety of services byusing appropriate training, motivation techniques and employee welfare activities.





37


INDEPENDENT AUDITOR’S REPORT

To the Members of BANKA BIOLOO LIMITED

Report on the Financial Statements

We have audited the accompanying financial statements of BANKA BIOLOO LIMITED (“the Company”),which comprise the Balance Sheet as at 31 March , 2018, the Statement of Profit and Loss and Statementof Cash Flows for the year then ended and a summary of the significant accounting policies and otherexplanatory information.

Management’s Responsibility for the Financial Statements

The Company’s Board of Directors is responsible for the matters stated in Section 134(5) of the CompaniesAct, 2013 (“the Act”) with respect to the preparation of these financial statements that give a true and fairview of the financial position, financial performance, cash flows of the Company in accordance withAccounting Standards (AS) prescribed under section 133 of the Act read with the Companies (AccountingStandards) Rules, 2015, as amended, and other accounting principles generally accepted in India.

This responsibility also includes maintenance of adequate accounting records in accordance with theprovisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraudsand other irregularities; selection and application of appropriate accounting policies; making judgmentsand estimates that are reasonable and prudent; and design, implementation and maintenance of adequateinternal financial controls, that were operating effectively for ensuring the accuracy and completeness ofthe accounting records, relevant to the preparation and presentation of the financial statements that givea true and fair view and are free from material misstatement, whether due to fraud or error.


Our responsibility is to express an opinion on these financial statements based on our audit. In conductingour audit, we have taken into account the provisions of the Act, the accounting and auditing standards andmatters which are required to be included in the audit report under the provisions of the Act and the Rulesmade thereunder and the Order issued under section 143(11) of the Act.

We conducted our audit of the financial statements in accordance with the Standards on Auditing specifiedunder Section 143(10) of the Act. Those Standards require that we comply with ethical requirements andplan and perform the audit to obtain reasonable assurance about whether the financial statements are freefrom material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and the disclosuresin the financial statements. The procedures selected depend on the auditor’s judgment, including theassessment of the risks of material misstatement of the financial statements, whether due to fraud or error.In making those risk assessments, the auditor considers internal financial control relevant to the Company’spreparation of the financial statements that give a true and fair view in order to design audit proceduresthat are appropriate in the circumstances. An audit also includes evaluating the appropriateness of theaccounting policies used and the reasonableness of the accounting estimates made by the Company’sDirectors, as well as evaluating the overall presentation of the financial statements.

We believe that the audit evidence obtained by us is sufficient and appropriate to provide a basis for ouraudit opinion on the financial statements.

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the aforesaidfinancial statements give the information required by the Act in the manner so required and give a true andfair view in conformity with the accounting principles generally accepted in India, of the state of affairs ofthe Company as at 31 March, 2018, and its profit, its cash flows for the year ended on that date.


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2017-18

Report on Other Legal and Regulatory Requirements

1. As required by Section 143(3) of the Act, based on our audit we report that:

a) we have sought and obtained all the information and explanations which to the best of our knowledgeand belief were necessary for the purposes of our audit.

b) in our opinion, proper books of account as required by law have been kept by the Company so faras it appears from our examination of those books.

c) the Balance Sheet, Statement of Profit and Loss, and Cash Flow Statement dealt with by thisReport are in agreement with the books of account;

d) in our opinion, the aforesaid financial statements comply with the Accounting Standards specifiedunder Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014.

e) on the basis of the written representations received from the directors of the Company as on 31March , 2018 taken on record by the Board of Directors, none of the directors is disqualified as on31 March, 2018 from being appointed as a director in terms of Section 164(2) of the Act.

f) with respect to the adequacy of the internal financial controls over financial reporting of the Companyand the operating effectiveness of such controls, refer to our separate Report in “Annexure A”.Our report expresses an unmodified opinion on the adequacy and operating effectiveness of theCompany’s internal financial controls over financial reporting.

g) with respect to the other matters to be included in the Auditor’s Report in accordance with Rule 11of the Companies (Audit and Auditors) Rules, 2014, as amended, in our opinion and to the best ofour information and according to the explanations given to us:

i) There were no pending litigations which would impact the financial position of the company.

ii) The Company did not have any material foreseeable losses on long-term contracts includingderivative contracts.

iii) There has been no delay in transferring amounts, required to be transferred, to the InvestorEducation and Protection Fund by the Company.

2. As required by the Companies (Auditor’s Report) Order, 2016 (“the Order”) issued by the CentralGovernment in terms of Section 143(11) of the Act, we give in “Annexure B” a statement on thematters specified in paragraphs 3 and 4 of the Order.

For PRSV & Co. LLPChartered Accountants

Firm Registration No: S-200016

Sd/-Y. Venkateswarlu

PartnerMembership No: 222068

Place: HyderabadDate: 25th May, 2018

39


ANNEXURE “A” TO THE INDEPENDENT AUDITOR’S REPORT

(Referred to in paragraph 1(f) under ‘Report on Other Legal and Regulatory Requirements’ section ofour report to the Members of Banka BioLoo Limited of even date)

Report on the Internal Financial Controls Over Financial Reporting under Clause (i) of Sub- section3 of Section 143 of the Companies Act, 2013 (“the Act”)

We have audited the internal financial controls over financial reporting of BANKA BIOLOO LIMITED (“theCompany”) as of 31 March, 2018 in conjunction with our audit of the financial statements of the Companyfor the year ended on that date.

Management’s Responsibility for Internal Financial Controls

The Board of Directors of the Company is responsible for establishing and maintaining internal financialcontrols based on the internal control over financial reporting criteria established by the Company consideringthe essential components of internal control stated in the Guidance Note on Audit of Internal FinancialControls Over Financial Reporting issued by the Institute of Chartered Accountants of India. Theseresponsibilities include the design, implementation and maintenance of adequate internal financial controlsthat were operating effectively for ensuring the orderly and efficient conduct of its business, the safeguardingof its assets, the prevention and detection of frauds and errors, the accuracy and completeness of theaccounting records, and the timely preparation of reliable financial information, as required under theCompanies Act, 2013.


Our responsibility is to express an opinion on the internal financial controls over financial reporting of theCompany based on our audit. We conducted our audit in accordance with the Guidance Note on Audit ofInternal Financial Controls Over Financial Reporting (the “Guidance Note”) issued by the Institute ofChartered Accountants of India and the Standards on Auditing prescribed under Section 143(10) of theCompanies Act, 2013, to the extent applicable to an audit of internal financial controls. Those Standardsand the Guidance Note require that we comply with ethical requirements and plan and perform the audit toobtain reasonable assurance about whether adequate internal financial controls over financial reportingwas established and maintained and if such controls operated effectively in all material respects.

Our audit involves performing procedures to obtain audit evidence about the adequacy of the internalfinancial controls system over financial reporting and their operating effectiveness. Our audit of internalfinancial controls over financial reporting included obtaining an understanding of internal financial controlsover financial reporting, assessing the risk that a material weakness exists, and testing and evaluating thedesign and operating effectiveness of internal control based on the assessed risk. The procedures selecteddepend on the auditor’s judgement, including the assessment of the risks of material misstatement of thefinancial statements, whether due to fraud or error.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for ouraudit opinion on the Company’s internal financial controls system over financial reporting.

Meaning of Internal Financial Controls Over Financial Reporting

A company’s internal financial control over financial reporting is a process designed to provide reasonableassurance regarding the reliability of financial reporting and the preparation of financial statements forexternal purposes in accordance with generally accepted accounting principles. A company’s internalfinancial control over financial reporting includes those policies and procedures that

(1) Pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect thetransactions and dispositions of the assets of the company;


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2017-18

(2) Provide reasonable assurance that transactions are recorded as necessary to permit preparation offinancial statements in accordance with generally accepted accounting principles, and that receiptsand expenditures of the company are being made only in accordance with authorizations ofmanagement and directors of the company; and

(3) Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition,use, or disposition of the company’s assets that could have a material effect on the financial statements.

Inherent Limitations of Internal Financial Controls Over Financial Reporting

Because of the inherent limitations of internal financial controls over financial reporting, including thepossibility of collusion or improper management override of controls, material misstatements due to erroror fraud may occur and not be detected. Also, projections of any evaluation of the internal financial controlsover financial reporting to future periods are subject to the risk that the internal financial control overfinancial reporting may become inadequate because of changes in conditions, or that the degree ofcompliance with the policies or procedures may deteriorate.

Opinion

In our opinion, to the best of our information and according to the explanations given to us, the Companyhas, in all material respects, an adequate internal financial controls system over financial reporting andsuch internal financial controls over financial reporting were operating effectively as at 31 March, 2018,based on the internal control over financial reporting criteria established by the Company considering theessential components of internal control stated in the Guidance Note on Audit of Internal Financial ControlsOver Financial Reporting issued by the Institute of Chartered Accountants of India.






41


ANNEXURE ‘B’ TO THE INDEPENDENT AUDITOR’S REPORT

(Referred to in paragraph 2 under ‘Report on Other Legal and Regulatory Requirements’ sectionof our report to the Members of Banka BioLoo Limited of evendate)

i. In respect of the Company’s fixed assets:

(a) The Company has maintained proper records showing full particulars, includingquantitative details and situation of fixed assets.

(b) All the fixed assets have not been physically verified by the management during theyear but there is regular program of verification which in our opinion is reasonablehaving regard to the size of the Company and the nature of its assets. According to theinformation and explanations given to us, no material discrepancies were noticed onsuch verification.

(c) According to the information and explanations given to us and on the basis of ourexamination of the records of the Company, the title deeds of immovable properties areheld in the name of the company.

ii. As explained to us, the management has conducted physical verification of inventory atreasonable intervals during the year and no material discrepancies were observed in theinventories.

iii. According to the information and explanations given to us, the Company has not granted anyunsecured loans to companies, firms, limited liability partnerships or other parties covered inthe register maintained under section 189 of the Companies Act, 2013, Accordingly, theprovisions of clause 3 (iii) (b), (c) and (d) are not applicable to the Company

iv. In our opinion and according to the information and explanations given to us, the Companyhas not advanced loans to director/ to a Company in which the Director is interested to whichprovisions of section 185 of the Companies Act, 2013 apply. In our opinion and according tothe information and explanations given to us, the Company has made investments and givenguarantees/provided security which is in compliance with the provisions of Sections 186 of theCompanies Act, 2013.

v. The Company has not accepted deposits during the year within the meaning of Sections 73 to76 of the Act and the Companies (Acceptance of Deposits) Rules, 2014 (as amended).Therefore, the provisions of the clause 3 (v) of the Order are not applicable to the Company.

vi. The maintenance of cost records has not been specified by the Central Government undersection 148(1) of the Companies Act, 2013 for the business activities carried out by the Company.Thus, reporting under clause 3(vi) of the order is not applicable to the Company.

vii. (a) The company is regular in depositing with appropriate authorities undisputed statutory duesincluding provident fund, employees’ state insurance, income-tax, sales-tax, service tax, dutyof custom, duty of excise, value added tax, goods and services tax, cess and other statutorydues applicable to it.

(b) According to the information and explanations given to us, no undisputed amounts payablein respect of provident fund, employees’ state insurance, income-tax, sales-tax, service tax,duty of custom, duty of excise, value added tax, goods and services tax, cess and other statutorydues were outstanding, at the year end, for a period of more than six months from the datethey became payable.


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2017-18

viii. In our Opinion and according to the information and explanations given by the management,the company has not defaulted in repayment of loans or borrowings to banks or government.There are no dues which are payable to financial institutions. The Company did not have anydebenture holders during the year.

ix. During the financial year, the Company has raised moneys by way of initial public offer of 10,98,000 Equity shares of Rs.10/- each at a price of Rs. 115/- per share (including a premium ofRs. 105/- per share) and proceeds of initial public offer of equity shares have been utilized forthe purposes mentioned in the prospectus and amounts utilized are as follows

Rs .in lakhs

S. No Particulars Projected utilization Actual utilizationof funds as per of funds

prospectus

1 Issue related expenses 61.10 61.08

2 Long term working capitalrequirement 797.88 403.67

3 Capital expenditures at existinginoculum unit at Aler 75.21 6.95

4 Capital expenditures at proposednew unit at Ibrahimpatnam 96.89 12.00

5 General corporate purposes 231.62 63.79

Total 1,262.70 547.49

x. Based upon the audit procedures performed for the purpose of reporting the true and fair viewof the financial statements and according to the information and explanations given by themanagement, we report that no fraud by the Company or no material fraud on the Company byits officers or employees has been noticed or reported during the year.

xi. In our opinion and according to the information an dexplanations given to us, the Companyhas paid/provided managerial remuneration in accordance with the requisite approvalsmandated by the provisions of section 197 read with Schedule V to theAct.

xii. The Company is not a Nidhi Company and hence reporting under clause 3 (xii) of the Order isnot applicable to the Company.

xiii. In our opinion and according to the information and explanations given to us, the Company isin compliance with Section 177 and 188 of the Companies Act, 2013 where applicable, for alltransactions with the related parties and the details of related party transactions have beendisclosed in the financial statements as required by the applicable accounting standards.

xiv. During the year, the Company has not made any preferential allotment or private placement ofshares or fully or partly paid convertible debentures and hence reporting under clause 3 (xiv)of the Order is not applicable to the Company.

xv. In our opinion and according to the information and explanations given to us, during the yearthe Company has not entered into any non-cash transactions with its Directors or personsconnected to its directors and hence provisions of section 192 of the Companies Act, 2013 arenot applicable to theCompany.

43


xvi. The Company is no trequired to be registered under section 45-I A of the Reserve Bank ofIndia Act, 1934 as the company is not engaged in the business of financing. Hence, theprovisions of the clause 3(xvi) of the order are not applicable to the Company.







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2017-18

Balance Sheet as at 31 March, 2018(All amounts in Indian rupees, except share data and where otherwise stated)

Sl.No

I. EQUITY AND LIABILITIES Shareholders’ funds (a) Share capital 2 4,11,24,480 12,56,020 (b) Reserves and surplus 3 13,72,81,289 3,80,79,229 Non-current liabilities (a) Long-term borrowings 4 1,89,83,746 2,63,73,137 (b) Deferred tax liabilities (Net) 5 6,72,797 10,82,775 (c) Long-term provisions 6 5,64,088 15,07,881 Current liabilities (a) Short-term borrowings 7 83,36,059 63,47,022 (b) Trade payables 8 1,14,48,970 1,58,53,237 (c) Other current liabilities 9 1,90,82,261 1,58,26,459 (d) Short-term provisions 10 - 41,59,148

23,74,93,690 11,04,84,909

II. ASSETS Non-current assets (a) Fixed assets (i) Tangible assets 11 1,70,71,816 1,39,38,819 (ii) Intangible assets 11 4,53,600 5,56,200 (iii) Capital work in progress 11 - 18,75,702 (b) Long-term loans and advances 12 1,67,45,437 53,93,953 Current assets (a) Inventories 13 1,43,70,771 76,49,230 (b) Trade receivables 14 9,26,18,590 6,73,19,302 (c) Cash and cash equivalents 15 7,92,56,880 45,02,917 (d) Short-term loans and advances 16 1,56,32,940 86,83,774 (e) Other current assets 17 13,43,655 5,65,011

23,74,93,690 11,04,84,909

See accompanying notes to financial statements. 1-36

As per our report of even date attached

ParticularsNoteNo.

As at31 March, 2018

As at31 March, 2017

For PRSV & Co.LLPChartered AccountantsFRN No: S-200016

Sd/-Y. VenkateswarluPartnerM.No. 222068

Date: 25/05/2018Place: Hyderabad

For and on behalf of Board of Directors

Sd/- Sd/-Namita Sanjay Banka Sanjay Banka

Chairman & MD Whole-time DirectorDIN: 05017358 DIN: 06732600

Sd/- Sd/-T.V. Rama Krishna Y. Sri Bala Aditya

WTD& CFO Company SecretaryDIN: 07977695

45


Revenue I. Revenue from operations 18 18,02,64,285 6,04,53,555 Less:Duties& taxes (1,49,56,590) (99,21,165)

Net revenue from operations 16,53,07,695 15,05,32,390

II. Other operating revenue 19 - 6,04,560III Other income 20 16,41,273 4,46,011

IV Total revenue (I + II+III) 16,69,48,967 15,15,82,961

Expenses Cost of materials consumed 21 5,52,19,005 6,04,82,583 Changes in inventories of finished goods &

semi finished goods 22 (34,35,622) 8,31,606 Employee benefits expense 23 4,93,23,906 ,89,35,695 Finance cost 24 74,95,235 0,97,045 Depreciation and amortization expenses 11 19,29,015 17,12,865 Other expenses 25 3,06,76,234 3,66,00,733

V Total expenses 14,12,07,774 13,46,60,527

VI Profit before tax (IV- V) 2,57,41,194 1,69,22,434VII Tax expense: (1) Current tax 72,42,540 60,42,500 (2) For earlier years 0 61,785 (3) Deferred tax (4,09,978) 4,47,239

VIII Profit (loss) for the period (VI - VII) 1,89,08,632 1,03,70,910

Earnings per equity share of face valueof Rs.10/- each

(1) Basic 6.05 3.44 (2) Diluted 6.05 3.44

See accompanying notes to financial statements. 1-36

As per our report of even date attached

Profit and loss statement for the year ended 31 March, 2018(All amounts in Indian rupees, except share data and where otherwise stated)

Sl.No

ParticularsNoteNo.

Year ended31 March, 2018

Year ended31 March, 2017










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2017-18

A. Cash flows from/(used in) operating activices Net profit before tax 2,57,41,194 1,69,22,434Adjustments for:

Depriciation 19,29,015 17,12,865Finance cost 74,95,235 60,97,045Interest received (9,01,829) (4,40,486)

Operatiing profit before working capital changes 3,42,63,614 2,42,91,858

Changes in operating assets and liabilities (Increase) in trade receivables (2,52,99,288) (1,00,22,022)(Increase)/decrease in inventories (67,21,541) 53,81,085(Increase)/decrease in long term loans and advances (1,13,51,484) 11,80,296(Increase) in short term loans and advances (1,50,69,619) (65,77,331)(Increase) in other current assets (7,78,644) (4,11,119)Increase/(decrease) in short term borrowing 19,89,037 (30,99,325)(Decrease) in trade payables (44,04,265) (88,99,480)Increase in other current liabilities 32,55,802 28,54,994(Decrease) in short term provisions (1,14,01,688) (61,785)(Decrease)/increase in long term provisions (9,43,793) 15,07,881

Cash (used in)/from operating activities (3,64,61,868) 61,45,051

Tax paid (81,20,454) (18,83,353)

Net cash (used in)/ from operating activities (2,83,41,415) 42,61,698

B. Cash flow from/(used in) investing activity Purchase of fixed assets (30,83,713) (23,98,529)Interest received 9,01,829 4,40,486

Net cash (used in)/from investing activities (21,81,884) (19,58,043)

C. Cash flows from/(used in) financing activities Repayment /proceeds of long term borrowings 11,27,72,497 73,28,417Interest paid (74,95,235) (60,97,045)

Net cash (used in)/from financing activities 10,52,77,262 12,31,373

Net increase /(decrease) in cash and cash equivalents 7,47,53,963 35,35,028

Add: Cash and cash equivalents at the beginning of the year 45,02,917 9,67,890Less: Bank deposits with less than 12 months maturity 5,20,24,189 37,45,871

Cash and cash equivalents at the end of the year 2,72,32,691 7,57,046









ParticularsYear ended

31 March, 2018Year ended

31 March, 2017

Cash flow statement for the year ended 31 March, 2018(All amounts in Indian rupees, except share data and where otherwise stated)

47


Notes to financial statements for the year ended 31 March, 2018(All amounts in Indian rupees, except share data and where otherwise stated)

1. Corporate information

BANKA BIOLOOLIMITED was initially incorporated as a Private Limited Company under Companies Act,1956 on 31 August 2012. The Company was converted into a Public Limited Company on 15 November2017. The Company is listed on the National Stock Exchange (NSE) (Emerge: SME Platform) on 27 February2018. The Company is engaged in the business of manufacturing, supplying and installation of Bio toiletsand operation and maintenance of Bio toilets and Controlled discharge toilet system (CDTS) to Indianrailways.

1.1 Significant accounting policies

a. Basis of preparation:

The financial statements have been prepared on the basis of going concern, under the historical costconvention on an accrual basis of accounting in accordance with applicable generally accepted accountingprinciples in India (“Indian GAAP”), Accounting Standards (“AS”) notified under Section 133 of the CompaniesAct, 2013, read with rule 7 of the Companies (Accounts) Rules 2014 and the relevant provisions thereof.The accounting policies adopted in the preparation of the financial statements are consistent with thosefollowed in the previous year.

b. Use of estimates

The preparation of financial statements requires the management of the Company to make estimates andassumptions that affect the reported amount of assets and liabilities on the date of the financial statementsand the reported amount of revenues and expenses during the reporting period. Difference between theactual results and estimates are recognised in the period in which the results are known / materialised.Though the management believes that the estimates used are prudent and reasonable, actual resultscould differ from these estimates.

1.2 Inventories

Inventories are valued at lower of cost and net realisable value.Cost of inventories comprises all cost of purchase, production or conversion costs and other costs incurredin bringing the inventories to their present location and condition.

1.3 Fixed Assets

Fixed Assets are stated at cost, less accumulated depreciation and impairment losses if any. Cost comprisesthe purchase price and any attributable cost of bringing the asset to its working condition for its intendeduse.

1.4 Depreciation

Depreciation on fixed assets has been provided on the straight line method as per the useful life prescribedin Schedule II to the Companies Act, 2013.

1.5 Leases

Leases, where the lessor effectively retains substantially all the risks and benefits of ownership of theleased item are classified as Operating Leases. Operating Lease Payments are recognized as an expensein the Profit & Loss account on a straight line basis over the lease term.

1.6 Revenue recognition

Revenue is recognized in accordance with Accounting Standard 9 notified under Section 133 of theCompanies Act, 2013, read with rule 7 of the Companies (Accounts) Rules 2014.

a. Supply and installation of biotoilets

Revenue from sale of material is recognized when significant risks and rewards of ownership are transferredto customers, which coincides with receipt of matearial by customers. Revenue from installation servicesis recognized on completion of installation to the satisfaction of the customer.


48

2017-18

b. Income from annual maintenance & operation contracts. (AMOC)

Revenue from AMC Contracts is recognised as per the terms of contracts by applying percentage completionmethod.

1.7 Taxes

Tax expense comprises of current and deferred tax. Current income tax is measured at the amount expectedto be paid to the tax authorities in accordance with the Income-tax Act, 1961.

Deferred Income taxes reflects the impact of current year timing differences between taxable income andaccounting income for the year and reversal of timing differences of earlier years.

1.8 Earnings per share:

The Company reports basic and diluted earnings per share in accordance with Accounting Standard (AS)20, Earnings per Share notified by the Companies (Accounting Standards) Rules, 2006. Basic earningsper equity share are computed by dividing the net profit for the year attributable to the Equity Shareholdersby the weighted average number of equity shares outstanding during the year. Diluted earnings per shareis computed by dividing the net profit for the year, adjusted for the effects of dilutive potential equity shares,attributable to the Equity Shareholders by the weighted average number of the equity shares and dilutivepotential equity shares outstanding during the year except where the results are anti-dilutive.

1.9 Employee benefits

Retirement benefits in the form of Provident fund are a defined contribution scheme and the contributionsare recognized when the contributions to respective funds are due.

Gratuity liability is a defined benefit obligation and provided for on the basis of an actuarial valuation by aqualified actuary using projected unit credit method at the end of each financial year .

1.10 Cash and cash equivalents (for purposes of cash flow statement)

Cash comprises cash on hand and demand deposits with banks. Cash equivalents are short term balances(with an original maturity of three months or less from the date of acquisition), highly liquid investments thatare readily convertible into known amounts of cash and which are subject to insignificant risk of change invalue

1.11 Cash flow statement

Cash flows are reported using the indirect method, whereby profit is adjusted for the effects of transactionsof non-cash nature and any deferrals or accruals of past or future cash receipts or payments. The cashflows from operating, investing and financing activities of the Company are segregated based on theavailable information.

1.12 Provisions, Contingent liabilities and Contingent assets

The Company recognizes provisions when there is present obligation as a result of past event and it isprobable that there will be an outflow of resources and reliable estimate can be made of the amount of theobligation. A disclosure for Contingent liabilities is made when there is a possible obligation or presentobligations that may, but probably will not, require an outflow of resources. Contingent assets are neitherrecognised and nor disclosed in the financial statements.

1.13 Impairment of assets

The carrying amount of assets, other than inventories is reviewed at each balance sheet date to determinewhether there is any indication of impairment, if any such indication exists, the recoverable amount of theassets is estimated. The recoverable amount is the greater of the asset’s net selling price and value in usewhich is determined based on the estimated future cash flow discounted to their present values. Animpairment loss is recognized whenever the carrying amount of an assets or its cash generating unitexceeds its recoverable amount. Impairment loss is reversed if there has been a change in the estimatesused to determine the recoverable amount.

49


As at 31 March, 2018 As at 31 March, 2017

Particulars Number of Number ofshares Amount shares Amount

(a) Authorised Equity shares of Rs.10/- each per share 50,00,000 5,00,00,000 2,00,000 20,00,000

(b) Issued Equity shares of Rs.10/- each per share 41,12,448 4,11,24,480 1,25,602 12,56,020

(c) Subscribed and fully paid up Equity shares of Rs.10/- each per share 41,12,448 4,11,24,480 1,25,602 12,56,020

Notes to financial statements for the year ended 31 March, 2018(All amounts in Indian rupees, except share data and where otherwise stated)

2. Share capital


Particulars Number of Number ofshares Amount shares Amount

Balance as at the beginning of the year 1,25,602 12,56,020 1,25,602 12,56,020

Bonus shares issued during the year 28,88,846 2,88,88,460

Shares issued through IPO during the year(Refer Note b) 10,98,000 1,09,80,000

Balance as at the end of the year 41,12,448 4,11,24,480 1,25,602 12,56,020

a. Reconciliation of the number of shares and amount outstanding at the beginning and at the end ofthe year

b. The Company had made an Initial public issue of 10,98,000 equity shares of face value of Rs.10 eachfully paid up for cash at a price of Rs.115/- per equity share (including a share premium of Rs.105/- pershare) aggregating to Rs. 12,62,70,000/-/. The shares were allotted on 22 February 2018. The equityshares of the Company got listed on National Stock Exchange of India Limited (NSE) (Emerge: SMEPlatform) on 27 February 2018.

c. Rights, preferences, restrictions attached to equity shares

The company has only one class of shares having a face value of Rs. 10/- per share. All equityshareholders rank pari-passu in respect of dividend and voting rights. Each holder of equity shares isentitled to one vote per share.In the event of liquidation, the equity shareholders are eligible to receivethe remaining assets of the company after distribution of preferential amounts, in proportion to theirshareholding.


50

2017-18


Name of shareholders Number of % of Equity Number of % of Equityequity shares shares Held equity shares shares Held

a. Namita Sanjay Banka 18,90,168 45.96 78,757 62.70

b. Vishal Murarka 4,68,696 11.40 19,529 15.55

c. Prabodh Agarwal 3,91,200 9.51 - -

d. Akhilesh Kumar Tripathi 3,06,696 7.46 12,779 10.17

d. Details of shareholders holding more than 5% shares in the Company

ParticularsAs at

31 March, 2018As at

31 March, 2017

3. Reserves & Surplus

a. Securities premium account

Opening Balance 2,07,01,807 2,07,01,807

Add: Issue of 10,98,000 equity shares of Rs.10 each at Rs.115/-through IPO 11,52,90,000 -

Less: Utilised towards i. Issue of 20,70,181 bonus shares of Rs.10 each.

(Refer Note c) (2,07,01,807) -

ii. Share issue expenses (IPO) (61,08,112) -

Closing balance 10,91,81,888 2,07,01,807

b. Surplus in profit & loss account

Opening balance 1,73,77,422 70,06,512

Net profit/(loss) for the current year 1,89,08,632 1,03,70,910Utilised towards issue of 8,18,665 bonusequity shares of Rs.10 each (Refer Note c) (81,86,653) -

Closing balance 2,80,99,401 1,73,77,422

TOTAL 13,72,81,289 3,80,79,229

c. The Company had issued 28,88,846 equity shares of Rs.10 each for a consideration other than cash(Bonus issue) by capitalisation of security premium of Rs.2,07,01,807 and free reserves of Rs. 81,86,653/-aggregating to Rs.2,88,88,460/-. The shares were alloted on 30 October, 2017.

ParticularsAs at

31 March, 2018As at

31 March, 2017

4. Long Term Borrowings

Secured Vehicle loans 5,70,236 7,35,623

Unsecured Term loans from banks 42,13,575 80,32,295Term loans from NBFC’s 1,41,99,935 91,93,218Loans from related parties - 84,12,001

1,89,83,746 2,63,73,137

51


Repayment terms and security details

1) Secured Loans

a. Vehicle loan from “Ford Credit India Pvt Ltd” sanctioned on 07 February 2017 of Rs. 9,00,000/- isrepayable in 60 monthly installments ending on 05 February 2022 and carrying interest rate of 8.4%pa.

b. Vehicle loan from “Ford Credit India Pvt Ltd” is secured by hypothecation of motor car purchasedagainst loan sanctioned.

2) Unsecured Loans

From Banks

a. Unsecured loan from “HDFC Bank Ltd” sanctioned on 20 February 2015 of Rs. 25,00,000/- is repayablein 48 monthly installments ending on 04 February 2019 and carrying interest rate of 16% pa.

b. Unsecured loan from “Kotak Mahindra Bank Ltd” sanctioned on 30 December 2016 of Rs. 25,00,000/- is repayable in 36 monthly installments ending on 01 January 2020 and carrying interest rate of17.50% pa.

c. Unsecured loan from “RBL Bank Ltd” sanctioned on 31 December 2016 of Rs. 30,00,000/- is repayablein 36 monthly installments ending on 05 January 2020 and carrying interest rate of 17% pa.

d. Unsecured loan from “Indusind Bank Ltd” sanctioned on 03 January 2017 of Rs. 25,00,000/- is repayablein 36 monthly installments ending on 04 January 2020 and carrying interest rate of 17.50% pa.

e. Unsecured loan from “Standard Chartered Bank” sanctioned on 01 February 2017 of Rs. 27,35,600/-is repayable in 36 monthly installments ending on 13 February 2020 and carrying interest rate of 17%pa.

f. Unsecured loan from “Kotak Mahindra Bank Ltd” sanctioned on 28 December 2017 of Rs. 15,00,000/- is repayable in 24 monthly installments ending on 10 December 2019 and carrying interest rate of18% pa.

From NBFC’s

g. Unsecured loan from “Capital First Ltd” sanctioned on 27 October 2015 of Rs. 15,00,000/- is repayablein 36 monthly installments ending on 05 November 2018 and carrying interest rate of 19% pa.

h. Unsecured loan from “Bajaj Finance Ltd” sanctioned on 28 October 2015 of Rs. 20,20,000/- is repayablein 36 monthly installments ending on 02 November 2018 and carrying interest rate of 19.% pa.

i. Unsecured loan from “ReligareFinvest Limited” sanctioned on 02 November 2015 of Rs. 25,00,000/- isrepayable in 36 monthly installments ending on 01 December 2018 and carrying interest rate of 19.10%pa.

j. Unsecured loan from “Magma Fincorp Limited” sanctioned on 07 November 2015 of Rs. 25,28,210/- isrepayable in 48 monthly installments ending on 07 November 2019 and carrying interest rate of 20%pa.

k. Unsecured loan from “Bajaj Finance Ltd” sanctioned on 25 October 2016 of Rs. 9,09,000/- is repayablein 36 monthly installments ending on 02 November 2019 and carrying interest rate of 17.5% pa.

l. Unsecured loan from “Tata Capital Financial Services Ltd” sanctioned on 26 December 2016 of Rs.25,13,591/- is repayable in 36 monthly installments ending on 03 January 2020 and carrying interestrate of 17.16% pa.


52

2017-18

m. Unsecured loan from “Edelweiss Retail Finance Ltd” sanctioned on 31 December 2016 of Rs. 20,09,933/- is repayable in 37 monthly installments ending on 05 January 2020 and carrying interest rate of 18%pa.

n. Unsecured loan from “India Infoline Finance Ltd” sanctioned on 03 February 2017 of Rs. 30,00,000/-is repayable in 36 monthly installments ending on 03 February 2020 and carrying interest rate of17.5% pa.

o. Unsecured loan from “Magma Fincorp Limited” sanctioned on 30 June 2017 of Rs. 25,39,186/- isrepayable in 36 monthly installments ending on 07 July 2020 and carrying interest rate of 16.00% pa.

p. Unsecured loan from “India Infoline Finance Ltd” sanctioned on 21 November 2017 of Rs. 26,10,000/- is repayable in 36 monthly installments ending on 03 November 2020 and carrying interest rate of17.5% pa.

q. Unsecured loan from “ReligareFinvest Limited” sanctioned on 27 November 2017 of Rs. 25,00,000/- isrepayable in 36 monthly installments ending on 10 December 2020 and carrying interest rate of 19.10%pa.

r. Unsecured loan from “Fullerton India Credit Company Limited” sanctioned on 13th December 2017 ofRs. 30,42,895/- is repayable in 37 monthly installments ending on 05 January 2021 and carryinginterest rate of 18.00% pa.

s. Unsecured loan from “Aditya Birla Finance Limited” sanctioned on 05 January 2018 of Rs. 27,00,000/- is repayable in 36 monthly installments ending on 05 January 2021 and carrying interest rate of18.5% pa.

t. Unsecured loan from “IFMR” sanctioned on 02 February 2018 of Rs. 35,18,524/- is repayable in 36monthly installments ending on 05 February 2021 and carrying interest rate of 19% pa.

53


ParticularsAs at

31 March, 2018As at

31 March, 2017

5. Deferred Tax Liabilities (Net)

Deferred tax liabilities 6,72,797 10,82,775

Total 6,72,797 10,82,775

ParticularsAs at

31 March, 2018As at

31 March, 2017

8. Trade Payables

Total outstanding dues of creditors other than microenterprises and small enterprises -

Trade payables for goods & services 1,14,48,970 1,58,53,237

Total 1,14,48,970 1,58,53,237

ParticularsAs at

31 March, 2018As at

31 March, 2017

6. Long Term Provisions

Provision for employee benefits

Provision for Gratuity 5,64,088 15,07,881

Total 5,64,088 15,07,881

ParticularsAs at

31 March, 2018As at

31 March, 2017

7. Short Term Borrowings

Secured

Bank OD 83,36,059 63,47,022

Total 83,36,059 63,47,022

ParticularsAs at

31 March, 2018As at

31 March, 2017

9. Other Current Liabilities

Advances from customers 3,35,485 20,71,802Statutory liabilities 33,49,747 19,60,844

Current maturities of long term liabilitiesSecured

Term loans from NBFC's - 22,43,032Vehicle loans 1,65,550 1,52,255

UnsecuredTerm loans from banks 50,97,838 37,55,954Term loans from NBFC's 1,01,33,641 56,42,572

Total 1,90,82,261 1,58,26,459


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2017-18

ParticularsAs at

31 March, 2018As at

31 March, 2017

10. Short-Term Provisions

Provision for income tax - 41,59,148

Total - 41,59,148

ParticularsAs at

31 March, 2018As at

31 March, 2017

12. Long Term Loans and Advances

Unsecured, considered good

Security deposits with customers 62,81,469 16,43,705

Other security deposits 10,46,340 7,31,391

Deposits with government authorities - 5,08,200

Bank deposits with more than 12 months maturity* 79,27,629 22,20,658

Capital advances 14,90,000 2,90,000

Total 1,67,45,437 53,93,953

* Bank deposits represents fixed deposits made against security deposits and performance guaranteesgiven to customers in terms of service/supply contracts entered with customers.

ParticularsAs at

31 March, 2018As at

31 March, 2017

13. Inventories (valued at lower of cost and net realizable value)

Raw material 73,87,389 42,51,177

Packing material 76,023 25,285

Bought out material 15,77,474 19,24,740

Stores and spares 8,50,893 4,04,658

Semi finished goods 27,71,992 6,47,370

Finished goods 17,07,000 3,96,000

Total 1,43,70,771 76,49,230

ParticularsAs at

31 March, 2018As at

31 March, 2017

14. Trade Receivable

Unsecured, considered good unless stated otherwise

Outstanding for a period exceeding six months fromthe date they are due for payment 1,32,54,782 92,86,750

Others 7,93,63,808 5,80,32,552

Total 9,26,18,590 6,73,19,302

55


ParticularsAs at

31 March, 2018As at

31 March, 2017

15. Cash and Cash Equivalents

Cash on hand 1,24,582 64,276

Balances with banks -

In Current accounts 1,55,86,928 6,92,770

In Escrow account 1,15,21,181 -

Cash and Cash Equivalents 2,72,32,691 7,57,046

Other bank balances

Bank deposits with less than 12 months maturity 5,20,24,189 37,45,871

Total 7,92,56,880 45,02,917

Balance in escrow account represents un utilised proceeds received from public issue.

Bank deposits with less than 12 months maturity includes proceeds from public issue of Rs. 4,50,00,000/-. Balance represents fixed deposits made against security deposits and performance gaurantees given tocustomers in terms of service/supply contracts entered with customers.

ParticularsAs at

31 March, 2018As at

31 March, 2017

16. Short-term loans and advances


Security deposits with customers 92,78,955 73,11,765

Cenvat credit - 8,61,005

Advance income tax (Net of provision for tax) 8,96,139 -

Advances to vendors 50,25,669 2,43,093

Advances to employees 4,32,178 2,67,912

Total 1,56,32,940 86,83,774

ParticularsAs at

31 March, 2018As at

31 March, 2017

17. Other Current Assets


Interest accrued but not due on fixed deposits 8,03,868 4,40,552

Others 5,39,787 1,24,459

Total 13,43,655 5,65,011


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2017-18

Particulars As at As at

18. Revenue From Operations

Sale of Products (Bio toilets) 9,01,65,281 9,84,73,244 Income from AMOC services 9,00,99,004 6,19,80,311

Total 18,02,64,285 16,04,53,555

ParticularsAs at

31 March, 2018As at

31 March, 2017

19. Other Operating Revenue

Scrap sales - 6,04,560

Total - 6,04,560

ParticularsAs at

31 March, 2018As at

31 March, 2017

20. Other Income

Interest income on fixed deposits 9,01,829 4,40,486Miscellaneous income 31,935 5,525Liabilities no longer required written off 7,07,509

Total 16,41,273 4,46,011

ParticularsAs at

31 March, 2018As at

31 March, 2017

21. Cost of Materials Consumed (Including Packing Material, Stock in Trade and Consumables)

Opening stock 66,05,860 1,11,55,339Add: Purchases 5,85,04,924 5,59,33,104Closing stock 98,91,779 66,05,860

Total 5,52,19,005 6,04,82,583

ParticularsAs at

31 March, 2018As at

31 March, 2017

22. Changes in Inventories

Opening stock of FG and SFG 10,43,370 18,74,976

Closing stock of FG and SFG 44,78,992 10,43,370

Total (34,35,622) 8,31,606

ParticularsAs at

31 March, 2018As at

31 March, 2017

23. Employee benefits expense

Salaries, wages and bonus 4,37,03,683 2,52,98,317Contributions to PF &ESI 33,65,837 15,58,116Contribution to gratuity 5,64,088 15,07,881Staff welfare expenses 16,90,298 5,71,381

Total 4,93,23,906 2,89,35,695

57


ParticularsAs at

31 March, 2018As at

31 March, 2017

24. Finance Cost

Interest on term loans 62,66,856 50,08,588

Interest on bank OD 12,28,379 10,88,457

Total 74,95,235 60,97,045

ParticularsAs at

31 March, 2018As at

31 March, 2017

25. Other Expenses

Contractor and labour expenses 75,42,631 1,91,81,694

Frieght outward 47,38,794 17,29,628

Rent 29,42,068 21,24,227

Power & fuel 4,02,347 3,95,204

Insurance 4,33,046 4,10,473

Rates & taxes 9,94,486 8,30,655

Repairs & maintenance 3,17,558 3,54,487

Consultancy charges 20,89,765 6,77,676

Printing & stationery 3,89,951 2,52,809

Office maintenance 10,03,818 6,48,142

Travelling & conveyance 45,22,647 46,00,489

Communication expenses 3,77,076 3,11,485

Business promotion 4,54,015 9,11,570

Selling expenses 33,44,362 27,47,004

Inspection & testing charges 1,48,750 1,63,207

Audit fees

Statutory audit 1,25,000 1,25,000

Tax audit 75,000 75,000

Other services 57,000 -

To previous auditor - 52,500

Bank charges 4,83,271 6,08,095

Miscellaneous expenses 2,34,649 4,01,389

Total 3,06,76,234 3,66,00,733


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2017-18

26 Contingent Liabilities and Commitments: Nil

27 Employee benefits

Employee benefits have been determined in accordance with the Accounting Standard (AS-15)“Employee Benefits”.

i. Defined contribution plans

Contribution to Provident fund which is a defined contribution plan, recognized as expense for theperiod is Rs. 21,80,779/-.(Previous year Rs.10,87,624/-.)

ii. Defined benefit plan

The company has a defined benefit gratuity plan. The gratuity is payable to all eligible employee ofthe company on superannuation, death and permanent disablement in term of provision of thepayment of Gratuity Act or as per company’s scheme whichever is more beneficial. Benefit wouldbe paid at a time of separation based on the last drawn salary.

The present value of the defined benefit obligation and the related current service cost are measuredusing the Projected Unit Credit Method, with actuarial valuations being carried out at each balancesheet date.

The following table sets out funded status of the gratuity plan and the amounts recognized in theCompany’s financial statements as at 31 March, 2018.

ParticularsAs at

31 March, 2018

a. Reconciliation of the present value of the defined obligations and fair value of plan assets

Opening defined benefit obligation 13,29,261

Current service cost 7,18,437

Interest cost 99,695

Benefits paid -

Actuarial (gains)/losses on obligation (46,921)

Closing defined benefit obligation 21,00,472

Opening fair value of plan assets -

Difference in OB/expenses (20,099)

Expected return on plan assets 48,602

Contributions 15,07,881

Closing fair value of plan assets 15,36,384

ParticularsAs at

31 March, 2018

b. Amount recognized in balance sheet

Closing defined benefit obligation 21,00,472

Closing fair value of plan assets 15,36,384

Net liability / (asset) 5,64,088

59


ParticularsAs at

31 March, 2018

c. Amount recognized in the statement of profit and loss

Current service cost 7,18,437Interest cost on defined benefit obligation 99,695Expected return on plan assets (48,602)Net actuarial loss/ (gain) recognised during the year (46,921)Net benefit expense 7,22,609

ParticularsAs at

31 March, 2018

Discount rate 7.79%Expected rate of return on plan assets 8.00%Salary escalation rate 5.00%

Particulars2017-18

Namita Sanjay Banka Namita Sanjay BankaChairman & Managing Director Director

Sanjay Banka Sanjay BankaWhole Time Director Director

Akhilesh Kumar Tripathi Akhilesh Kumar TripathiWhole-time Director Director

T.V. Rama KrishnaWhole-time Director & CFO

Vishal Murarka - Director Vishal Murarka - Director

Jayant KumarIndependent Director

GeetaGotiIndependent Director

SandipPoddarIndependent Director

Sri Bala AdityaCompany Secretary

Vinraa Technology LLP Vinraa Technology LLP

Sanjay Kumar Banka HUF Sanjay Kumar Banka HUF

Sukaso Ceracolors Pvt Ltd.

Siddhi Ceracolors Pvt Ltd.

Greenfork Agri Pvt Ltd.

Ishant Banka Ishant Banka

28. Related Party Transactions:a. List of the transacted Related Parties and description of relationship

2016-17

Name of the Related party

Key management personnel

Enterprises controlled bykey management personnel

Relatives of key managementpersonnel


60

2017-18

Transaction Name of the related party

Namita Sanjay Banka 19,50,000 16,02,000

Sanjay Banka 25,00,000 17,06,889

T.V. Rama Krishna (From Nov 2017) 7,00,000 -

Akhilesh Kumar Tripathi 14,00,000 12,00,000

Namita Sanjay Banka - 20,51,000

Namita Sanjay Banka 5,32,672 24,15,762


Sanjay Kumar Banka HUF 4,94,184 4,97,801

Sanjay Kumar Banka HUF 37,07,765 -

Sanjay Kumar Banka 2,20,000 -

Sanjay Kumar Banka 2,20,000 -

Ishant Banka 50,000 -

Ishant Banka 50,000 -

Hari Prasad Banka 4,67,887 -

Hari Prasad Banka 36,18,635 4,88,068

Vishal Murarka 4,00,000 1,25,000

Vishal Murarka 19,15,000 2,50,000

b. Related party transactions during the year ended March 31, 2018

Year ended31 March 2018

Managerial remuneration

Loan received

Loan repaid

Interest on loan

Interest on loan

Loan repaid

Loan repaid

Loan received

Loan repaid

Loan received

Interest on loan

Loan repaid

Loan received

Loan repaid


Transaction Name of the related party


Sanjay Banka 66,453 13,000

T.V.Rama Krishna 24,000 -

Akhilesh Kumar Tripathi 4,82,200 2,50,700


Sanjay Kumar Banka HUF - 32,13,581

Hari Prasad Banka - 31,50,748

Vishal Murarka - 15,15,000

b. Related party transactions during the year ended March 31, 2018


Managerial Remuneration

Unsecured Loan Payable





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ParticularsAs at

31 March, 2018As at

31 March, 2017

29. Break up of deferred tax assets and liabilities

Deferred tax Liability on account of :

Timing differences in depreciation of fixed assets (Cumulative) 24,41,873 32,74,883

Deferred tax asset on account of :

Expenses/provisions allowable on payment - -

Net timing differences for computation of DTL/(DTA) 24,41,873 32,74,883

Deferred tax liability (asset) on above 6,72,797 10,82,775

Less : Opening provision of deferred tax liability/(asset) 10,82,775 6,35,536

Deferred tax liability/(asset) charged to P&L account (4,09,978) 4,47,239

ParticularsAs at

31 March, 2018As at

31 March, 2017

30. Earnings Per Share

Profit/(Loss) after tax 1,89,08,632 1,03,70,910

The weighted average number of equity shares 31,25,752 30,14,448

Face value per Share 10.00 10.00

Earnings per share - Basic and Diluted 6.05 3.44

31 The Company operates in one reportable segment i.e manufacturing, supplying and installation ofBio toilets and hence segment reporting as per AS-17 is not applicable.

32 In the opinion of the management, the current/non-current assets, loans and advances are expectedto realize at least the amount at which they are stated, if realised in the ordinary course of businessand provision for all known liabilities have been adequately made in the accounts.

33 The trade receivables, advance from customers & trade payables are subject to confirmation

34 No dues to Micro and Small Enterprises as per the information provided by the management.

35 The other information as required under part II of schedule III to the companies Act, 2013 is notfurnished,since the said requirements are not applicable to the company for time being.

36 Previous year figures are regrouped / reclassified wherever necessary to make them comparablewith those of current year.










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63


Form No. MGT-11PROXY FORM

(Section105 (6) of the Companies Act, 2013 and Rule 19(3) of the Companies (Management andAdministration) Rules, 2014)

Name of the member(s) :

Registered Address :

E-mail Id :

Folio No./DP ID

Client ID :

I/ We, being the member(s) of__________________ shares of the above named Company, hereby appoint:

1) Name________________________________Address:____________________________________

Email ID___________________________________Signature_____________________or failing him;

2) Name_______________________________Address:_____________________________________

Email ID__________________________________Signature______________________ or failing him;

3) Name_______________________________Address______________________________________

Email ID________________________________Signature_________________________________

as my/ our Proxy to attend and vote (on a poll) for me/ us and on my/ our behalf at the 6th Annual GeneralMeeting of the Company, to be held on Saturday, the 29th day of September 2018 at 04.30 P.M. at itscorporate office situated at 56, Nagarjuna Hills, Panjagutta, Hyderabad-500082, Telangana and at anyadjournment thereof in respect of the following resolutions:

Resolution No. Ordinary Business:

1 To consider and adopt the audited financial statements of the Company

2 To appoint a director in place of Ms.Namita Sanjay Banka (DIN: 05017358), whoretires by rotation and being eligible, seek re-appointment

Special Business:

3 To approve remuneration of Ms. Namita Sanjay Banka (DIN: 05017358)

4 To approve remuneration of Mr. Sanjay Banka (DIN: 06732600)

5 To approve remuneration of Mr. Akhilesh Kumar Tripathi (DIN: 05338290)

6 To Approve remuneration of Mr.Venkata Rama Krishna Tadepalli (DIN:07977695)

Signed this _________________________ day of September, 2018

Signature of Shareholder: _______________________________________

Signature of Proxy holder: _______________________________________

1. This form of Proxy, in order to be effective, should be duly completed and deposited at the Registered Officenot less than FORTY-EIGHT (48) HOURS before the commencement of the Meeting.

2. For Resolutions, Explanatory Statement and Notes, please refer to the Notice of 6th Annual General Meeting.

AffixRevenue

Stamp




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65




ATTENDANCE SLIP

DP.ID* Master Folio No.

Client ID* No. of Shares held

I hereby record my presence at the 6th Annual General Meeting of the Company on Saturday, the 29th day

of September 2018 at 04.30 P.M. at its corporate office situated at 56, Nagarjuna Hills, Panjagutta,

Hyderabad-500082, Telangana

NOTES:

1. Please complete the DP ID- Client ID No. and name of the Member/Proxy, sign this attendanceslip and hand it over, duly signed, at the entrance of the meeting hall.

2. Shareholder/Proxy holder desiring to attend the meeting should bring his/her copy of the noticeof Extra-ordinary General Meeting for reference at the meeting.

* Applicable for shareholders holding shares in electronic form.

MEMBER'S/PROXY'S NAME INBLOCK LETTER

MEMBER'S/PROXY'S/AUTHORIZEDREPRESENTATIVE'S SIGNATURE


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Regd. Office: Plot no 11-4-651, Flat No A 109, Express Apartment Lakdika Pool, Hyderabad - 500004,

Telangana. CIN: U90001AP2012PLC082811, Tel No.: +914029801495; Fax No.: + 914066688028;

Email: [email protected]; Website: www.bankabio.com


ROUTE MAP FOR EXTRA-ORDINARY GENERAL MEETING

If undelivered please return to :

BOOK - POST

Regd. Office: Plot no 11-4-651, Flat No A 109, Express Apartment Lakdika Pool, Hyderabad - 500004,

Telangana. CIN: U90001AP2012PLC082811, Tel No.: +914029801495; Fax No.: + 914066688028;

Email: [email protected]; Website: www.bankabio.com


th Annual Report - Banka Bio

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