th Annual Report - Banka Biobankabio.com/Banka Bioloo Annual Report 2018-19 Final.pdfCompany...

th7Annual Report

2018-19

BANKA BIOLOO LIMITED

1

Banka Bioloo Limited2018-19

INDEX

S.No. Contents Page Nos

1. Brief of Directors 2-3

2. Notice of AGM 5-16

3. Directors Report 17-36

4. Management Discussion and Analysis 37-38

5. Audit Report and Annexures 39-46

6. Balance Sheet 47

7. Statement of Profit & Loss 48

8. Cash Flow Statement 49

9. Statement on accounting policiesand Notes on accounts 50-66

10. Proxy Form 67

11. Attendance Slip 69

12. Route Map for AGM Venue 71

Banka Bioo Limited

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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

TADEPALLI VENKATA RAMA KRISHNA

Company Secretary and Compliance Officer

Sri Bala Aditya Yanamandra

Registered Office

Plot No. 11-4-651, Flat No. A-109, ExpressApartment, Lakdi-ka-Pool, Hyderabad-500004Telangana, 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, SomajigudaRajbhavan Road, Hyderabad - 500082

Investor cell contact [email protected] : 040-29801495

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Mrs. Namita Sanjay Banka

Mrs. Namita Banka, aged 45 years, is Chairman & Managing Director of our Company. She is one ofthe founding members of our Company. She completed her Bachelor of Science (Home Science) fromUniversity of Delhi and also completed her Diploma in Jewellery Designing, Mfg. & Appraising fromIndian Diamond Institute, Surat. Mrs. Namita Banka has 8 years of experience in the field of diamondJewellery. In 2008, she began her entrepreneur venture of BioLoo in proprietor concern, later on whichwas acquired by our Company. She has been the main guiding force behind the growth and businessstrategy of our Company. She has now almost a decade of sanitation industry experience and has beeninstrumental in the consistent growth of our Company's performance.

Mr. Akhilesh Kumar Tripathi

Mr. Akhilesh Kumar Tripathi, aged 45 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 48 years, is the Whole Time Director of our Company. He completed hisDiploma in Industrial Relations and Personnel Management from Bharatiya Vidya Bhavan, 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 44 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.

Mrs. Geeta Goti

Mrs. Geeta Goti, aged 52 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.

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Mr. Sandip Poddar

Mr. Sandip Poddar, aged 49 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 73 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.Jayant 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 Lakdi-ka-Pool, Hyderabad-500004,

Telangana. CIN: L90001TG2012PLC082811, Tel No.: +914029801495; Fax No.: + 914066688028;Email: [email protected]; Website: www.bankabio.com

NOTICE

NOTICE is hereby given that the 7th Annual General Meeting of the members of 'Banka BioLoo Limited'will be held on Friday, the 27th day of September 2019 at 11.00 A.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, 2019, which include the Statement of Profit & Loss and Cash Flow Statement for the yearended March 31, 2019, the Balance Sheet as on that date, the Auditors' Report thereon, and theDirectors' Report;

2. To appoint a director in place of Mr. Akhilesh Kumar Tripathi (DIN: 05338290), who retires byrotation and being eligible, offers himself for re-appointment as Director.

Special Business:

3. TO APPROVE APPOINTMENT AND REMUNERATION OF MR. VISHAL MURARKA (DIN:06729485) AS WHOLE TIME DIRECTOR AND CEO:

To consider and if thought fit, to pass with or without modification(s), the following resolution as a"Special 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, consent of the members of the Company be and is herebyaccorded for the appointment of Mr. Vishal Murarka (DIN: 06729485), as Whole Time Directorand CEO for a period of 3 (Three) years, with effect from from 1st day of October, 2019 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 his 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 Mr. VishalMurarka."

“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. Vishal Murarka, 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."

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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."

4. TO APPOINT MR. SANJAY KUMAR GANGWAR(DIN: 08153290) AS AN INDEPENDENTDIRECTOR:

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

"RESOLVED THAT pursuant to the provisions of section 149, 150 and 152 read with Schedule IVand all other applicable provisions, if any, of the Companies Act, 2013 ("The Act") and the Companies(Appointment and Qualification of Directors) Rules, 2014 (including any statutory modification(s)or re-enactment thereof, for the time being in force) Mr. Sanjay Kumar Gangwar (DIN: 08153290),who has submitted a declaration that he meets the criteria of independence as provided in section149(6) of the Act and the members of the Company hereby approves the appointment of Mr.Sanjay Kumar Gangwar, as Independent Director for a term of 5 (Five) consecutive years witheffect from 1st day of October, 2019, whose office shall not be liable to retire by rotation.

“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.

5. TO APPOINT MR. KAMALESH SEKHAR (DIN: 02862293) AS AN INDEPENDENT DIRECTOR:

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

"RESOLVED THAT pursuant to the provisions of section 149, 150 and 152 read with Schedule IVand all other applicable provisions, if any, of the Companies Act, 2013 ("The Act") and the Companies(Appointment and Qualification of Directors) Rules, 2014 (including any statutory modification(s)or re-enactment thereof, for the time being in force) Mr. Kamalesh Sekhar (DIN: 02862293), whohas submitted a declaration that he meets the criteria of independence as provided in section149(6) of the Act and the members of the Company hereby approves the appointment of Mr.Kamalesh Sekhar, as Independent Director for a term of 5 (Five) consecutive years with effectfrom 1st day of October, 2019, whose office shall not be liable to retire by rotation.

“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.,

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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.

By Order of the BoardFor BankaBioLoo Limited

Sd/-Namita Sanjay Banka

Chairman and Managing DirectorDIN: 05017358

Hyderabad, 26th August 2019

Banka Bioo Limited

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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 Statement pursuant to Section 102 of the Companies Act, 2013 ("Act") setting out materialfacts in respect of Special Business is enclosed to this notice as Annexure-I to the Notice. Therelevant details, pursuant to Regulations 26(4) and 36(3) of Securities and Exchange Board ofIndia (Listing Obligations and Disclosure Requirements) Regulations, 2015, ("SEBI ListingRegulations") and Secretarial Standard on General Meetings issued by the Institute of CompanySecretaries of India, in respect of the directors proposed to be appointed/re-appointed at thisAGM are enclosed as Annexure-A to the Notice.

5. 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.

6. The Register of Members and Share Transfer Books of the Company will remain closed from 21stSeptember 2019 to 27th September, 2019 (both days inclusive) and30th August 2019 is beingcut-off date to share the physical copy of the annual report to those members whose e-mail id isnot registered with Company/Depository Participants.

7. The voting rights of members shall be in proportion to their shareholding in the paid-up equityshare capital of theCompany as on Friday, 20th day of September 2019 being the cut-off date.

8. The Ministry of Corporate Affairs has taken a "Green Initiative in the Corporate Governance" byallowing paperless compliances by companies and has issued circular stating that service ofnotice/documents including annual report can be sent by e-mail to its members. We fully supportthe Ministry's green initiative. Accordingly, the members are requested to inform their e-mailaddresses to RTA - M/s Bigshare Services Pvt. Ltd. 306, Right Wing Amrutha Ville, Opp YashodaHospital, Raj Bhavan Road, Somajiguda, Hyderabad - 500 082.

9. The annual report for the Financial Year 2018-19 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/

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depository participant. The members will be entitled to a physical copy of the annual report for thefinancial year 2018-19, 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.A109, ExpressApartment,Lakdi-ka-Pool, Hyderabad-500004, Telangana.

10. 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.

11. 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.

12. 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.

13. 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.

14. 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 conclusionof the 7th AGM of the Company.

15. 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.

16. 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.

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

Banka Bioo Limited

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

Telangana. CIN: L90001TG2012PLC082811, Tel No.: +914029801495; Fax No.: + 914066688028;Email: [email protected]; Website: www.bankabio.com

Annexure-I

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

Item No. 3:

Considering the vast experience of Mr. Vishal Murarka in automotive, real estate, infrastructure andtechnology expertise in real estate across investment strategy, asset management, land acquisition,valuation, due diligence and closures and based on the recommendations of Nomination andRemuneration Committee and Subject to the approval of members in the Annual General Meeting(AGM) the Board of Directors of the Company (The Board) proposed to change the designation of Mr.Vishal Murarka as a Whole-Time Director of the Company.

Pursuant to the provisions of Sections 196, 197, 198 & 203 and other applicable provisions, read withSchedule V of the Companies Act, 2013 and the Rules made there under, the board of Director of theCompany at their meeting held on 26.08.2019 has recommended the appointment of Mr. VishalMurarkaas Whole Time Director of the Company for a period of 3 (Three) years with effect from1stOctober, 2019, at consolidated remuneration up to Rs. 60,00,000/- (Rupees Sixty Lakhs only) perannum, inclusive of any remuneration directly or otherwise or by way of salary and allowances,performance-based rewards/ incentives, on the terms and conditionssubject to the approval of themembers.

In terms of the provisions of Rule 7 (2) of Companies (Appointment and Remuneration of ManagerialPersonnel) Rules, 2014, the Company, being inadequate profit-making Company, it shall obtain approvalof the members by passing special resolution, if the remuneration paid to its Whole Time Director/Executive Director exceeds the limits specified under Section 196, 197 read with Schedule V andapplicable rules of the Companies Act, 2013.

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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The remuneration payable to the above mentioned Director is given below:

THE FOLLOWING ADDITIONAL DETAILED INFORMATION AS PER SECTION - II OF SCHEDULE VIS AS FOLLOWS:

I. 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.

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-toilets and bio-tanks for digestion of hu-man waste as complete solution; and treatment of fecal sludge.

Not Applicable

Particulars 2018-19 2017-18 2016-17

Revenue 35,42,12,876 16,53,07,695 15,05,32,390

Profit before Tax 5,66,64,086 2,57,41,194 1,69,22,434

Provision for Taxation 1,16,11,619 68,32,562 65,51,524

Profit/(Loss) after tax 4,50,52,467 1,89,08,632 1,03,70,910

II. Information about the appointee:

a) Past remuneration

Mr. Vishal Murarka

b) Back ground Job profile and his

suitability

c) Remuneration proposed

d) Comparative remuneration profilewith respect to industry, size of theCompany, profile of the positionand person

The remuneration drawn by Proposed directors during the past TwoYears is as follows:

Financial Year Amount (Rs.)

2018-19 NIL

2017-18 NIL

He completed his Post Graduate Program in Management from IndianSchool of Business, Hyderabad. He has almost two decades of experi-ence in automotive, real estate, infrastructure and technology exper-tise in real estate across investment strategy, asset management, landacquisition, valuation, due diligence and closures.

As mentioned in the resolution.

In the past few years, the remuneration of Executives in the industry ingeneral has gone up manifold. The remuneration proposed to be paidto the Whole-Time Director is purely based on merit. Further, the Board,perused the remuneration of managerial person in other companiescomparable with the size of the Company, industry benchmarks in gen-eral, profile and responsibilities of Whole Time director before approv-ing the remuneration as proposed hereinabove.

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e) Other information:

a) Reasons of loss or inadequateprofits

Since the Company started its operations during in the year2012, Company has completed 7 years of its operations; theprofits of the Company are increasing gradually. The profits ofthe Company are inadequate, though the profits have increasedfrom the previous financial year.

b) Steps taken or proposed to betaken for improvement

The Company has initiated certain steps to improve the mar-gins of the Company by expanding its operations broadly in:

• Manufacture, supply and Installation of bio-toilets and bio-tanks for digestion of human waste as complete solution;

• Maintenance of mobile bio toilets;

• Operations and maintenance of bio-toilets and CDTS intrains

• Waste water treatment and recycling solutions

• Treatment and management of fecal sludge

• Sales of spares of Control Discharge Toilet system (CDTS)and bio-toilets to Indian Railways

c) Expected increase in productiv-ity and profits in measurableterms

Barring unforeseen circumstances, the Company hopes to in-crease the revenue and profits by improving margins in currentyear

f) Disclosures:

The remuneration package of Whole-Time Director is given in the respective resolution.

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INFORMATION PURSUANT TO 1.2.5 OF THE SECRETARIAL STANDARD ON GENERAL MEETINGS

(SS- 2) REGARDING DIRECTOR SEEKING APPOINTMENT:

Name of the Director Mr. Vishal Murarka - Whole time Director

Qualifications Completed Post Graduate Program in Management from In-dian School of Business, Hyderabad

Experience He has almost two decades of experience in automotive, realestate, infrastructure and technology expertise in real estateacross investment strategy, asset management, land acquisi-tion, valuation, due diligence and closures.

Age 44 years

Terms and conditions of appoint-ment or reappointment

i) Tenure of this appointment shall be three years with effectfrom 1st October, 2019.

ii) The Whole Time Director shall be entitled to such otherprivileges, allowance, facilities and amenities in accordancewith rules and regulations as may be applicable to otheremployees of the Company and as may be decided by theBoard, within the overall limits prescribed under the Act.

iii) The appointment shall be governed by Section 196, 197,198 and 203 read with Schedule V of the Companies Act,2013 and rules made there under.

The separation from this engagement could be affected by ei-ther side giving three months' notice.

Date of first appointment on theBoard

01/11/2017

No. of shares held 4,68,696 Equity Shares

Relationship with Directors, Manag-ers & KMP

Mr. Vishal Murarka is brother of Ms. Namita Sanjay Banka.

Other Directorship NIL

Chairman / Member of the Commit-tees of Boards of other companies

Member in Nomination and Remuneration Committee of BankaBioLoo Limited

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Item No. 4 & 5:

Since the Company is Public Limited Company, with a view to set standards of good CorporateGovernance and to bring more transparency in the management and operations of the Company, theboard directors of the Company have decided to introduce Independent Directors on the Board of theCompany.

In this regard the board has proposed the following persons as Directors (Independent) at their boardmeeting held on 26th August 2019:

Mr. Sanjay Kumar Gangwar,

Mr. Kamalesh Sekhar

Brief profile of the Independent Directors is annexed to this notice and marked as "Annexure - A" ofthis AGM notice

The Board is of the opinion that the Independent Directors will be a great value addition to the Companyand will guide the Company in the matters of strategy and finance & accounts, and they will providetheir expertise and inputs for ensuring that the Board adheres to the good corporate governancepractices.

The aforesaid appointees have declared that they are not disqualified from being appointed as Directorin terms of Section 164 of the Act and that they meet the criteria of independence as prescribed undersub-section (6) of Section 149 of the Act. They have also given their respective consents for theproposed appointments to the office of Director of the Company.

Further, in the opinion of the Board, Mr. Sanjay Kumar Gangwar and Mr. Kamalesh Sekhar both arefulfil the conditions of their appointment as Independent Directors as specified in the Act and the Rulesmade thereunder and they are independent of the Management as well.

Pursuant to the provisions of Section 149 of the Act, an Independent Director shall hold office for aterm up to 5 (Five) consecutive years on the Board of a company and he shall not be included in thetotal number of directors for calculating the number of directors who would retire by rotation. If appointed,Mr. Sanjay Kumar Gangwar and Mr. Kamalesh Sekhar hold their respective office of IndependentDirector of the Company for the period of 5 years.

In compliance with the provisions of section 149 read with Schedule IV of the Act, the appointment ofMr. Sanjay Kumar Gangwar and Mr. Kamalesh Sekhar as Independent Directors is now being placedbefore the Members for their approval.

Pursuant to the provisions of Section 152 of the Companies Act, 2013, the said resolutions are beingproposed for your consideration.

A copy of the draft letter of appointment of Mr. Sanjay Kumar Gangwar and Mr. Kamalesh Sekhar asIndependent Directors setting out the terms and conditions shall be placed at the meeting for inspectionby the members and shall also be available for inspection at the Registered Office of the Companyduring business hours.

Save and except the aforesaid, none of the Directors and Key Managerial Personnel of the Companyand their relatives is concerned or interested, financial or otherwise, in the resolutions set out at ItemNo. 4 and 5 the Notice. By Order of the Board

For BankaBioLoo Limited

Sd/-Namita Sanjay Banka

Chairman and Managing DirectorDIN: 05017358

Hyderabad, 26th August, 2019

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Annexure-A

ADDITIONAL INFORMATIONInformation pursuant to 1.2.5 of the Secretarial Standard on General Meetings (SS- 2)

regarding Director seeking appointment / re-appointment and

(Pursuant to Regulation 36(3) SEBI (Listing Obligation and Disclosure requirements andRegulation, 2015)

Date of Birth

Shareholding (EquityShares)

Name of the Director

Date of Appointment on theBoard

Qualification, Experience &Expertise

Disclosures of relationship withother directors

Last drawn Remuneration, if any

No. of board meetings attendedduring the year

Directorship in other Companies(Excluding Foreign Companiesand Section 25 Companies)

05/11/1971

NIL

Sanjay Kumar Gangwar

Not Applicable

He is a commerce graduate{B.Com (Hons)} from Delhi Uni-versity and qualified as a Char-tered Accountant in 1996. He isa fellow member of ICAI (FCA)and has also completed postqualification course of ICAI on In-formation System Audits {DISA(ICA)} in 2004.

Kamalesh Sekhar

07/12/1977

Not Applicable

He completed his PostGraduate Program in Man-agement from Indian Schoolof Businessand qualified asa Chartered Accountant

NIL

Not Applicable Not Applicable

NIL NIL

Not Applicable Not Applicable

NIL Two

Membership/Chairmanships ofCommittees in other Companies

NIL NIL

Banka Bioo Limited

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ADDITIONAL INFORMATIONInformation pursuant to 1.2.5 of the Secretarial Standard on General Meetings (SS- 2)

regarding Director seeking appointment / re-appointment and

(Pursuant to Regulation 36(3) SEBI (Listing Obligation and Disclosure requirements andRegulation, 2015)

Date of Birth

Shareholding (EquityShares)

Name of the Director

Date of Appointment on theBoard

Qualification, Experience &Expertise

Disclosures of relationship withother directors

Last drawn Remuneration, if any

No. of board meetings attendedduring the year

Directorship in other Companies(Excluding Foreign Companiesand Section 25 Companies)

02/03/1973

3,05,496 Equity Shares

Akhilesh Kumar Tripathi

31/08/2012

He completed his Diploma inAutomobile Engineering fromBoard of Technical Examina-tions, Maharashtra State. and heis looking after day to day admin-istration and Operations of theCompany

Vishal Murarka

20/10/1974

01/11/2017

He completed his Post GraduateProgram in Management from In-dian School of Business,Hyderabad. He has almost twodecades of experience in automo-tive, real estate, infrastructure andtechnology expertise in real estateacross investment strategy, assetmanagement, land acquisition,valuation, due diligence and clo-sures.

Besides being entrusted with man-aging the day to day affairs of theCompany, he is responsible fordriving the Company's growth,profitability, strategy planning andrisk management.

4,68,696 Equity Shares

Rs. 20,00,000 p.a. NIL

4 4

Not Applicable Mr. Vishal Murarka isbrother of Ms. NamitaSanjay Banka.

NIL NIL

Membership/Chairmanships ofCommittees in other Companies

NIL Member in NRC of BankaBioLoo Limited

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DIRECTOR’S REPORT

Dear Shareholders,Your directors have pleasure in presenting their 7th Annual Report on the business and operations of thecompany together with the audited financial statements for the year ended 31st March 2019

1. Financial Highlights

The Company's operations during the year ended March 31, 2019 are summarized in the table below

Particulars Year Ended Year EndedMarch 31, 2019 March 31, 2018

Revenue (net) from Operations 35,42,12,876 16,53,07,695

Other income 37,28,194 16,41,273

Total income 35,79,41,069 16,69,48,967

Total Expenditure 30,12,76,983 14,12,07,774

Profit Before Tax 5,66,64,086 2,57,41,194

Less: Tax expenses 1,16,11,619 68,32,562

Net Profit/Loss 4,50,52,467 1,89,08,632

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 gross revenue from operations for financial year 2018-19 is Rs. 42,01,73,975/- (afterduties and taxes is Rs.35,42,12,876/-) increased during the year under review compared with previousFinancial Year revenue of Rs. 18,02,64,285/- (after taxes Rs. 16,53,07,695/-). The profit after tax forthe financial year under review is Rs. 4,50,52,467/- as against Rs. 1,89,08,632/-for the previous financialyear 2017-18.

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. Dividend

During the financial year under review 2018-2019 the Company has not paid any dividend and theCompany has paid interim dividend of Rs. 1/- per share aggregating to Rs. 41,12,448 (Rupees Forty-One Lakh Twelve Thousand and Four hundred and Forty-Eight only) on equity share capital of theCompany to be paid out of the profits of the Company for the year ended on 31 March 2019 afterdeduction of tax at source, to those equity shareholders on its Board Meeting held on 25th May 2019.

4. Transfer to reserves

The Board of Directors of the Company have not recommended for transfer of any amount to theGeneral Reserve for the Financial Year ended March 31, 2019.

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

During the Financial Year 2018-2019 under review the Company don't have any unclaimed dividend inits accounts.

Banka Bioo Limited

18

2018-19

6. Share Capital

During the year under review, your Company has not issued any type of shares, the authorized sharecapital of the Company is Rs. 5,00,00,000/- divided into 50,00,000 equity shares of Rs. 10/- each andpaid up Equity Share Capitalof the Company stood as Rs. 4,11,24,480 consisting of 41,12,448 equityshares of Rs.10 each.

7. 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 there under.

8. 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.

9. 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.

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

The details regarding Energy Conservation, Technology Absorption, Foreign Exchange Earnings andOutgo as required by section 134(3) (m) of the Companies Act, 2013 read with the Companies (Accounts)Rules, 2014 are given as "Annexure - IV" and forms part of this report.

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

There are no material changes and commitments affecting the financial position of the company occurredbetween the end of the financial year of the company to which the financial statements relate and thedate of the report.

12. 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. Internal Complaints Committee (ICC) has beenset up to redress complaints receivedregarding sexual harassment. All employees are covered underthis policy.

During the financial year ended 31.03.2019 the Company has not received any complaints pertainingtosexual harassment of employees. The companyhas complied with provisions relating to theconstitutionof Internal Complaints Committeeunder the Sexual Harassment of Women atWorkplace (Prevention,Prohibition and Redressal) Act, 2013.

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16. Committees of the board

As on March 31, 2019, 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. Sandip Poddar Chairman

2 Mr. Jayant Kumar Member

3 Mr. T V Rama Krishna Member

Nomination and Remuneration Committee


1 Mrs. Geeta Goti Chairman

2 Mr. Jayant Kumar Member

3 Mr. Vishal Murarka Member

Stakeholders’ relationship committee


1 Mr. Jayant Kumar Chairman

2 Mrs. Geeta Goti Member

3 Mr. Sanjay Banka Member

14. Meeting of the board of directors

During the financial year ended on 31 March 2019, four (4) board meetings were held on 25th May2018, 25th August 2018, 14th November 2018, 14th February 2019.The maximum interval betweenany two meetings did not exceed 120 days.

15. Details of directors or key managerial personnel who were appointed or have resigned duringthe financial year 2018-19

In accordance with the provisions of Section 152 of the Companies Act, 2013 and the Articles ofAssociations of the Company Ms. Namita Sanjay Banka, Managing Director, who retired by rotationand reappointedin the 6th Annual General Meeting.

16. Declaration by the Independent Directors:

During the year under review, The Company has received necessary declaration from each Independentdirector under 149(7) of the Companies Act, 2013, that he/she meets the criteria of Independence laiddown under section 149(6) of the Companies Act 2013. so as to qualify themselves to be appointed asindependent directors under the provisions of the Companies Act, 2013 and the relevant rules.

Banka Bioo Limited

20

2018-19

17. 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 basis; and

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.

18. Performance Evaluation:

Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligation and DisclosureRequirements) Regulations, 2015, the Board has carried out the annual performance evaluation of itsown performance, the Directors individually as well as the evaluation of the working of its Audit,Nomination and Remuneration and Shareholders Grievance Committees.

A structured questionnaire was prepared after taking into consideration inputs received from theDirectors, covering various aspects of the Board's functioning such as adequacy of the composition ofthe Board and its Committees, Board culture, execution and performance of specific duties, obligationsand governance.

A separate exercise was carried out to evaluate the performance of individual Directors including theChairman of the Board, who were evaluated on parameters such as level of engagement andcontribution, independence of judgments, safeguarding the interest of the Company and its minorityshareholders etc.

The performance evaluation of the Independent Directors was carried out by the entire Board. Theperformance evaluation of the Chairman and the Non Independent Directors was carried out by theIndependent Directors who also reviewed the performance of the Secretarial Department. The Directorsexpressed their satisfaction with the evaluation process.

19. Human Resources:

Your Company considers its Human Resources as the key to achieve its objectives. Keeping this inview, your Company takes utmost care to attract and retain quality employees. The employees aresufficiently empowered and such work environment propels them to achieve higher levels ofperformance. The unflinching commitment of the employees is the driving force behind the Company'svision. Your Company appreciates the spirit of its dedicated employees.

21


20. 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 Bala Aditya Yanamandra, Company Secretary as the Compliance Officerunder the code.

21. 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 31,2019 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/

22. Statutory Auditors:

The Company has appointedM/s. PRSV& Co. LLP., Chartered Accountants (Firm Registration No.S200016), the Statutory Auditors of the Company, to hold the office from the conclusion of the 5thAnnual General Meeting of the Company to the conclusion of the 10th Annual General Meeting to beheld in 2022.

The Auditors' Report does not contain any qualification, reservation or adverse remark and the auditorshave issued an unmodified opinion on financial statements of the Company for the Financial Year2018-2019.The Auditors' Report is enclosed with the financial statements in this Annual Report.

23. 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.

24. Maintenance of Cost Records:

Company is not required to maintain cost records as specified by the Central Government under sub-section (1) of section 148 of the Companies Act, 2013

25. 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 has the adequate internal finance control system to the size of its operation.

26. 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.

Banka Bioo Limited

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2018-19

27. 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/)

28. Remuneration Policy:

The Board has, on the recommendation of the Nomination and Remuneration Committee framed apolicy for selection and appointment of Directors and Senior Management personnel and fix theirremuneration. The Remuneration Policy is available on the website of the Company (http://www.bankabio.com/)

29. Particulars of contracts or arrangements with related party:

During the year under review, there were transactions entered with Related Parties under the provisionsof Section 188 of the Companies Act, 2013 and the Rules made thereunder. Thus, disclosure in formAOC-2 in terms of Section 134 of the Companies Act, 2013 is provided as 'Annexure III' to this report.

Further, The Company has developed a framework through Standard Operating Procedures for thepurpose of identification and monitoring of such Related Party Transactions.

30. Particulars of Employees andRelated Disclosures:

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 20.10 Times

Sanjay Banka 20.10 Times

Akhilesh Kumar Tripathi 11.49 Times

Venkata Rama Krishna Tadepalli 11.49 Times

"The company has not paid any remuneration to the non-executive directors of the company for thefinancial year 2018-19."

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 79.49 %

Sanjay Banka 40.00 %

Akhilesh Kumar Tripathi 42.86 %

Venkata Rama Krishna Tadepalli 19.05 %

c. The number of permanent employees on the rolls of Company: 752 (only core employees areconsidered).

23


By Order of the BoardFor, Banka BioLoo Limited

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

Managing Director Whole-time Director & CFODIN: 05017358 DIN: 07977695


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.

The statement containing names of top ten employees in terms of remuneration drawn and theparticularsof employees as required under Section 197(12) of the Act read with Rule 5(2) and 5(3)of the Companies(Appointment and Remuneration of Managerial Personnel) Rules, 2014, is providedin a separate annexureforming part of this report. Further, the report and the accounts are beingsent to the Members excludingthe aforesaid annexure. In terms of Section 136 of the Act, the saidannexure is open for inspection at theRegistered Office of the Company. Any Member interested inobtaining a copy of the same may write to theCompany Secretary.

31. 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).

32. Details about the Corporate Social Responsibility Policy developed and Implemented By TheCompany:

The Company does not meet the Criteria as specified in Section 135 of the Companies Act, 2013regarding Corporate Social Responsibility.

33. Management discussion and analysis:

Pursuant to the provisions of Schedule V to SEBI (Listing Obligation and Disclosure Requirements)Regulations, 2015 a report on Management Discussion & Analysis is herewith annexed as "AnnexureV" to this report.

34. 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.

Banka Bioo Limited

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2018-19

Annexure-I

Form No. MGT-9

EXTRACT OF ANNUAL RETURN

For the financial year ended 31st March 2019[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 L90001TG2012PLC082811

ii. Registration Date 31st August 2012

iii. Name of the Company Banka BioLoo Limited

iv. Category / Sub-Category of the Company Company limited by Shares / Non-Govt 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

(01-04-2018) (31-03-2019) during theYear

Demat Physical Total % of Demat Physical Total % ofshares shares

A. Promoters

1. Indian

a. Individual/HUF 1890168 0 1890168 45.96 1890168 0 1890168 45.96 0

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 604248 0 604248 14.69 604248 0 604248 14.69 0

Sub-total (A)(1): 2494416 0 2494416 60.66 2494416 0 2494416 60.66 0

(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) 2494416 0 2494416 60.66 2494416 0 2494416 60.66 0

B. Public ShareHolding

Banka Bioo Limited

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2018-19

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.

i) Indian 91200 0 91200 2.22 104400 0 104400 2.54 0.32

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

b) Individuals

i) IndividualShareholdersholding nominal 223200 0 223200 5.43 193200 0 193200 4.70 (0.73)share capitalupto Rs. 1 Lakh

ii) Individualshareholdersholding nominal 949117 257315 1206432 29.34 1296853 12779 1309632 31.85 2.51share capitalin excess ofRs 1 Lakh

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

i) NRI’s 8400 0 8400 0.20 10800 0 10800 0.26 0.06

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

Sub-total (B)(2): 1360717 257315 1618032 39.34 1605253 12779 1618032 39.34 2.16Total PublicShareholding 1360717 257315 1618032 39.34 1605253 12779 1618032 39.34 2.16(B)=(B)(1)+ (B)(2)c) Shares heldby Custodian 0 0 0 0 0 0 0 0 0for GDRs & ADRs

Grand Total 3855133 257315 4112448 100.00 4099669 12779 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

(01.04.2018) (31.03.2019) 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 Banka 1890168 45.96 Nil 1890168 45.96 Nil 0

2. Vishal Murarka 468696 11.40 Nil 468696 11.40 Nil 0

3. VineetSatyanarayan 53328 1.30 Nil 53328 1.30 Nil 0Murarka

4. Sanjay Banka 28800 0.70 Nil 28800 0.70 Nil 0

5. Sanjay Banka (HUF) 53424 1.30 Nil 53424 1.30 Nil 0

Total 2494416 60.66 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 CummulativeShareholding at theName(s) of the year end of the Year

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

1. At the beginning of the year

2. Date wise Increase /Decrease in PromotersShare Holding during theYear specifying the reasonsfor increase / decrease(e.g. allotment / transfer /bonus/ sweat equity etc):

3. At the end of the year

No change in the shareholding

Banka Bioo Limited

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2018-19

(iv) Shareholding Pattern of top ten Shareholders (other than Directors, Promotersand Holders of GDRs and ADRs):

S.No Name No. of Shares Increase/ Percentage ofat the Decrease Number total shares of

Beginning / End Date in share- Reason of Shares the companyof the year holding

1 PRABODHAGRAWAL 3,91,200 31-Mar-18 0 Transfer 3,91,200 9.513,91,200 30-Mar-19 0 Transfer 3,91,200 9.51

2 AKHILESH KUMAR 3,06,696 31-Mar-18 0 Transfer 3,06,696 7.46TRIPATHI 22-Mar-19 -1200 Transfer 3,05,496 7.43

3,05,496 30-Mar-19 0 Transfer 3,05,496 7.433 KENNETH ANDRADE 74,400 31-Mar-18 0 Transfer 74,400 1.81

25-Jan-19 38400 Transfer 1,12,800 2.741,12,800 30-Mar-19 0 Transfer 1,12,800 2.74

4 ARYAMAN CAPITAL 88,800 31-Mar-18 0 Transfer 88,800 2.16MARKETS LIMITED 6-Apr-18 1200 Transfer 90,000 2.19

27-Apr-18 2400 Transfer 92,400 2.254-May-18 1200 Transfer 93,600 2.28

11-May-18 -85200 Transfer 8,400 0.2018-May-18 -8400 Transfer 0 0.0015-Mar-19 1200 Transfer 1,200 0.0322-Mar-19 -1200 Transfer 0 0.0030-Mar-19 0 Transfer 0 0.00

5 ABHISHEK 78,000 31-Mar-18 0 Transfer 78,000 1.90RAJNIKANTSHETH 78,000 30-Mar-19 0 Transfer 78,000 1.90

6 SIDHIDATA POWER LLP 64,800 31-Mar-18 0 Transfer 64,800 1.5864,800 30-Mar-19 0 Transfer 64,800 1.58

7 RANJEET C SHAH 50,040 31-Mar-18 0 Transfer 50,040 1.2250,040 30-Mar-19 0 Transfer 50,040 1.22

8 SUNDEEP C SHAH 50,040 31-Mar-18 0 Transfer 50,040 1.2250,040 30-Mar-19 0 Transfer 50,040 1.22

9 ANAM KUSUM KIRTI 0 31-Mar-18 Transfer 0 0.0010-Aug-18 44448 Transfer 44,448 1.08

44,448 30-Mar-19 0 Transfer 44,448 1.0810 KIRTI D ANAM 44,448 31-Mar-18 0 Transfer 44,448 1.08

10-Aug-18 -44448 Transfer 0 0.0030-Mar-19 0 Transfer 0 0.00

11 RAKESH KUMAR SHARMA 44,400 31-Mar-18 0 Transfer 44,400 1.0844,400 30-Mar-19 0 Transfer 44,400 1.08

12 GEALGEO V ALANKARA 9,600 31-Mar-18 0 Transfer 9,600 0.2315-Feb-19 26400 Transfer 36,000 0.88

36,000 30-Mar-19 0 Transfer 36,000 0.88

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(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(01.04.2018) / endof the year31.03.2019)

1. Namita Banka

2. Sanjay Banka

3. AkhileshKumar Tripathi

4. Vishal Murarka

5. Venkata RamaKrishna Tadepalli

1890168 45.96 01-04-2018

1890168 45.96 31-03-2019

28800 0.70 01-04-2018

28800 0.70 31-03-2019

306696 7.46 01-04-2018

305496 7.43 31-03-2019

468696 11.40 01-04-2018

468696 11.40 31-03-2019

8400 0.20 01-04-2018

16800 0.41 31-03-2019

0 NA 1890168 45.96

0 NA 28800 0.70

1200 Transfer 305496 7.43

0 NA 468696 11.40

8400 Transfer 16800 0.41

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 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

Change in Indebtednessduring the financial year

Net Change -6777898 -12832137 0 -19610035

Indebtedness at the end of thefinancial year

i) Principal Amount 2128397 5581373 0 7709770

ii) Interest due but not paid 0 0 0 0

iii) Interest accrued but not due 0 0 0 0

Total ( i + ii + iii ) 2128397 5581373 0 7709770

Banka Bioo Limited

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2018-19

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 WTD WTD

1. Gross Salary( a ) Salary as per provisions contained 35,00,000 34,99,996 20,00,000 20,00,000 1,09,99,996in 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) 35,00,000 34,99,996 20,00,000 20,00,000 1,09,99,996

(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

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(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) 4,20,000 4,20,000of 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) 4,20,000 4,20,000

VII. Penalties / Punishment/ Compounding Of Offences:

There were no penalties / punishment / compounding of offences for the year ending March 31, 2019.



Managing Director Whole-time Director & CFODIN: 05017358 DIN: 07977695


Banka Bioo Limited

32

2018-19

Annexure-IIForm No. MR-3

SECRETARIAL AUDIT REPORTFOR THE FINANCIAL YEAR ENDED ON MARCH 31, 2019

[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 theadherence to good corporate practices by Banka Bioloo Limited, (hereinafter called the Company).Secretarial Audit was conducted in a manner that provided us a reasonable basis for evaluating the corporateconducts/statutory compliances and expressing my opinion thereon.

Based on my verification of the Company's books, papers, minutes books, forms and returns filed andother records maintained by the Company and also the information provided by the company, its officers,agents and authorized representatives during the conduct of secretarial audit, We hereby report that in myopinion , the Company has, during the audit period covering the financial year ended on 31st March, 2019complied with the statutory provisions listed hereunder and also that the Company has proper Board-processes and compliance mechanism in place to the extent, in the manner and subject to the reportingmade hereinafter:

We have examined the books, papers, minute books, forms and returns filed and other records maintainedby Banka Bioloo Limited ("the Company") for the financial year ended on 31st March, 2019 according tothe provisions of:

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 theextent of Foreign Direct Investment and Overseas Direct Investment. (the Company has not raisedany External Commercial Borrowing)

v. The following Regulations and Guidelines prescribed under the Securities and Exchange Board ofIndia Act, 1992 ('SEBI Act'):-

a) The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers)Regulations, 2011;

b) The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015;

c) The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements)Regulations, 2009; (Not applicable to the Company during the audit period);

d) The Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014;(Not applicable 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;(Not applicable to theCompany during the audit period);

g) The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009; (Notapplicable to the Company during the audit period); and

33


h) The Securities and Exchange Board of India (Buyback of Securities) Regulations, 1998; (Notapplicable to the Company during the audit period);

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

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 following:

(i) Secretarial Standards issued by The Institute of Company Secretaries of India with respect to boardand general meetings.

(ii) The Listing Agreements entered into by the Company with National Stock Exchange of India Limitedread with the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

We further report that

The Board of Directors of the Company is duly constituted with proper balance of Executive Directors,Non- Executive Directors and Independent Directors. The changes in the composition of the Board ofDirectors that took place during the period under review were carried out in compliance with theprovisions of the Act.

Adequate notice is given to all directors to schedule the Board Meetings, agenda and detailed noteson agenda were sent at least seven days in advance, and a system exists for seeking and obtainingfurther information and clarifications on the agenda items before the meeting and for meaningfulparticipation at 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 recordedas part of the minutes.

We further report that

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

For P S Rao & AssociatesCompany Secretaries

Date: 25th August, 2019Place: 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.]

Banka Bioo Limited

34

2018-19

'Annexure A' to Secretarial Audit Report

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 August, 2019Place: Hyderabad

Sd/-M Ramana Reddy

Company SecretaryM.No. 37864

C.P. No 18415

35


Annexure-IIIFORM NO. AOC - 2

(Pursuant to clause (h) of sub-section (3) of section 134 of the Act and Rule 8(2) of the Companies(Accounts) Rules, 2014.

Form for Disclosure of particulars of contracts/arrangements entered into by the company with relatedparties referred to in sub section (1) of section 188 of the Companies Act, 2013 including certain Arm’slength transaction under third proviso thereto.

1. Details of contracts or arrangements or transactions not at Arm’s length basis.

S. No. Particulars Details

a) Name (s) of the related party & nature of relationship NAb) Nature of contracts/arrangements/transaction NAc) Duration of the contracts/arrangements/transaction NAd) Salient terms of the contracts or arrangements or transaction including the value, if any NAe) Justification for entering into such contracts or arrangements or transactions’ NAf) Date of approval by the Board NAg) Amount paid as advances, if any NAh) Date on which the special resolution was passed in General meeting as required under

first provison to section 188 NA

2. Details of contracts or arrangements or transactions at Arm's length basis

Name (s) of therelated party &

nature ofrelationship

Nature ofcontracts/

arrangements/transaction

Duration of thecontracts/

arrangements/transaction

Salient terms of thecontracts or

arrangements ortransaction including

the value, if any

Amount paidas advances,

if any

Justification forentering into

Contract

S.No

VinraaTechnology LLP( Total Contribu-

tion held byPromoters )

AdvanceFrom 01.04.2018

to 31.03.2019Advance

1,10,97,500NA Arm's length basis

1

Advance repaidFrom 01.04.2018

to 31.03.2019Advance repaid

1,01,10,000NA Arm's length basis

2 VinraaTechnology LLP( Total Contribu-

tion held byPromoters )



Managing Director Whole-time Director & CFOHyderabad, 26th August, 2019 DIN: 05017358 DIN: 07977695

Banka Bioo Limited

36

2018-19

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS ANDOUTGO:

The details regarding Energy Conservation, Technology Absorption, Foreign Exchange Earnings and Outgoas required by section 134(3) (m) of the Companies Act, 2013 read with the Companies (Accounts) Rules,2014 are given as below.

A. CONSERVATION OF ENERGY:

i. The steps taken or impact on conservation of energy:

The operations of the Company are not power intensive. However, it is very careful in using the powerto reduce the cost of maintenance and conserve the resources.

ii. Steps taken by the Company for utilizing alternate sources of energy:

As the Company is not a huge manufacturing unit there are no requirements for utilizing of alternatesources of energy

iii. The capital investment on energy conservation equipment's:The Company has not made any additional investments and has not proposed any amount for reduc-tion of consumption of energy.

B. TECHNOLOGY ABSORPTION:

(i) The efforts made towards technology absorption : NIL

(ii) The benefits derived like product improvement, cost

reduction, product development or import substitution : NIL

(iii) In case of imported technology (imported during the

last 3 years reckoned from the beginning of the financialyear),

following information may be furnished :

(a) The details of technology imported : No technology

imported during

the last 3 years

(b) The year of import : NA

(c) Whether the technology been fully absorbed : NA

(d) If not fully absorbed, areas where absorption has not

taken place, and the reasons thereof : NA

(iv) The expenditure incurred on Research and Development : NIL

C) FOREIGN EXCHANGE EARNING AND OUTGO:

Foreign Exchange earnings and outgo: (on receipts and payments basis)

Particulars 2018-19 2017-18

Foreign Exchange Earnings Nil Nil

Foreign Exchange Outgo Rs. 2,11,294/- Rs. 14,95,466/-



Managing Director Whole-time Director & CFOHyderabad, 26th August, 2019 DIN: 05017358 DIN: 07977695

37


MANAGEMENT DISCUSSION AND ANALYSIS

The financial year 2018-19 was a significant year in the evolution of Banka BioLoo Limited (Banka BioLoo)as the company went public and is now amongst the few sanitation and fecal sludge management companiesthat are listed on a stock exchange. Amidst the winds of change, we, at Banka BioLoo, are deeply rootedto our core values of customer centricity, business ethics and social-environmental responsibility. It is amatter of great satisfaction for us that our Initial Public Offering (IPO) received good response from investorsin February 2018. We are thankful to our investors for reposing their trust in our vision and initiatives. Ourjourney is powered by the trust of all our stakeholders, and we are committed to deepen this precious bondof trust.

Net worth

The company's net worth is Rs. 21,85,00,268 as of March 31, 2019; which increased by Rs. 4,00,94,499compared to previous year's net worth of Rs. 17,84,05,769.

Share Capital

The Company has not issued any type of shares, the authorized share capital of the Company is Rs.5,00,00,000 divided into 50,00,000 equity shares of Rs. 10 each and paid up Equity Share Capital of theCompany stood as Rs. 4,11,24,480 consisting of 41,12,448 equity shares of Rs. 10 each.

Reserves and Surplus

During the financial year 2018-19 the Reserve and Surplus increased to Rs. 17,73,75,788 compared tothat of previous year's Reserves of Rs. 13,72,81,289 on March 31, 2018.

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

Revenue (Net) from Operations 35,42,12,876 16,53,07,695

Other Income 37,28,194 16,41,273

Total Income 35,79,41,069 16,69,48,967

Total Expenditure 30,12,76,983 14,12,07,774

Profit Before Tax 5,66,64,086 2,57,41,194

Less: Income Tax 1,16,11,619 68,32,562

Net Profit/Loss 4,50,52,467 1,89,08,632

Industry Review

The Swachh Bharat Abhiyan (Clean India Mission) reached its peak in the financial year 2018-19. Manystates declared themselves open defecation free (ODF), and many, in fact, went on to ODF+, signifyingsolid-liquid waste management.

After the toilet construction (to which Banka BioLoo contributed through installing bio-toilets across thecountry), it was natural for the country to move towards waste management. Fecal sludge treatment andmanagement is one of the focus areas of the central government and state governments. Banka BioLoo isan active participant in this too. The Company bagged two contracts, one each in Andhra Pradesh andTelangana, to construct fecal sludge treatment plants (FSTP) in urban and semi-urban areas.

Banka Bioo Limited

38

2018-19

Led by Prime Minister Narendra Modi, the Mission aims to achieve an open defecation free (ODF) India by2 October 2019, the 150th anniversary of the birth of Mahatma Gandhi, by constructing 12 million toilets inrural India at a projected cost of Rs 1.96 lakh crore (US$30 billion).

Due to the Mission, awareness amongst people for cleanliness and sanitation increased rapidly, and thatcontributed immensely to business enhancement. Indian Railways, for instance, has fitted over 2 lakh bio-tanks in train toilets, ensuring fecal-matter free rail tracks. Banka BioLoo, among other activities, undertakesoperations and maintenance of these bio-toilets in trains.

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 Resources

The company follows best practices to attract, train and retain the human resource pool. With utmostrespect to human values, the company serves its human resources with integrity, through a variety ofservices by using appropriate training, motivation techniques and employee welfare activities.



Managing Director Whole-time DirectorDIN: 05017358 DIN: 07977695


39


INDEPENDENT AUDITOR’S REPORT

To the Members of Banka BioLoo Limited

Report on the Financial Statements

Opinion

We have audited the financial statements of Banka BioLoo Limited ("the Company"), which comprise thebalance sheet as at 31 March 2019, and the statement of Profit and Loss, and statement of cash flows forthe year then ended, and notes to the financial statements, including a summary of significant accountingpolicies and other explanatory information.

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 Companies Act, 2013 in the manner so requiredand give a true and fair view in conformity with the accounting principles generally accepted in India, of thestate of affairs of the Company as at March 31, 2019, and its profit, and its cash flows for the year ended onthat date.

Basis for Opinion

We conducted our audit in accordance with the Standards on Auditing (SAs) specified under section 143(10)of the Companies Act, 2013. Our responsibilities under those Standards are further described in the Auditor'sResponsibilities for the Audit of the Financial Statements section of our report. We are independent of theCompany in accordance with the Code of Ethics issued by the Institute of Chartered Accountants of Indiatogether with the ethical requirements that are relevant to our audit of the financial statements under theprovisions of the Companies Act, 2013 and the Rules there under, and we have fulfilled our other ethicalresponsibilities in accordance with these requirements and the Code of Ethics. We believe that the auditevidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Information Other than the Financial Statements and Auditor's Report Thereon

The Company's management and Board of Directors are responsible for the other information. The otherinformation comprises Boards Report but does not include the financial statements and our auditor's reportthereon.

Our opinion on the financial statements does not cover the other information and we do not express anyform of assurance conclusion thereon.

In connection with our audit of the financial statements, our responsibility is to read the other informationand, in doing so, consider whether the other information is materially inconsistent with the financial statementsor our knowledge obtained in the audit or otherwise appears to be materially misstated.

If, based on the work we have performed, we conclude that there is a material misstatement of this otherinformation, we are required to report that fact. We have nothing to report in this regard.

Responsibilities of Management and Those Charged with Governance for the Financial Statements

The Company's management and Board of Directors are responsible for the matters stated in section134(5) of the Companies Act, 2013 ("the Act") with respect to the preparation of these standalone financialstatements that give a true and fair view of the financial position, financial performance and cash flows ofthe Company in accordance with the accounting principles generally accepted in India, including theaccounting Standards specified under section 133 of the Act. This responsibility also includes maintenanceof adequate accounting records in accordance with the provisions of the Act for safeguarding of the assetsof the Company and for preventing and detecting frauds and other irregularities; selection and applicationof appropriate accounting policies; making judgments and estimates that are reasonable and prudent; anddesign, implementation and maintenance of adequate internal financial controls, that were operatingeffectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation

Banka Bioo Limited

40

2018-19

and presentation of the financial statements that give a true and fair view and are free from materialmisstatement, whether due to fraud or error.

In preparing the financial statements, management and Board of Directors are responsible for assessingthe Company's ability to continue as a going concern, disclosing, as applicable, matters related to goingconcern and using the going concern basis of accounting unless the Board of Directors either intends toliquidate the Company or to cease operations, or has no realistic alternative but to do so.

Board of Directors are also responsible for overseeing the company's financial reporting process.

Auditor's Responsibilities for the Audit of the Financial Statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole arefree from material misstatement, whether due to fraud or error, and to issue an auditor's report that includesour opinion. Reasonable assurance is a high level of assurance but is not a guarantee that an auditconducted in accordance with SAs will always detect a material misstatement when it exists. Misstatementscan arise from fraud or error and are considered material if, individually or in the aggregate, they couldreasonably be expected to influence the economic decisions of users taken on the basis of these financialstatements.

As part of an audit in accordance with SAs, we exercise professional judgment and maintain professionalskepticism throughout the audit. We also:

� Identify and assess the risks of material misstatement of the financial statements, whether due to fraudor error, design and perform audit procedures responsive to those risks, and obtain audit evidence thatis sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a materialmisstatement resulting from fraud is higher than for one resulting from error, as fraud may involvecollusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

� Obtain an understanding of internal control relevant to the audit in order to design audit proceduresthat are appropriate in the circumstances. Under section 143(3)(i) of the Companies Act, 2013, we arealso responsible for expressing our opinion on whether the company has adequate internal financialcontrols system in place and the operating effectiveness of such controls.

� Evaluate the appropriateness of accounting policies used and the reasonableness of accountingestimates and related disclosures made by management.

� Conclude on the appropriateness of management's use of the going concern basis of accounting and,based on the audit evidence obtained, whether a material uncertainty exists related to events orconditions that may cast significant doubt on the Company's ability to continue as a going concern. Ifwe conclude that a material uncertainty exists, we are required to draw attention in our auditor's reportto the related disclosures in the financial statements or, if such disclosures are inadequate, to modifyour opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor'sreport. However, future events or conditions may cause the Company to cease to continue as a goingconcern.

� Evaluate the overall presentation, structure and content of the financial statements, including thedisclosures, and whether the financial statements represent the underlying transactions and events ina manner that achieves fair presentation.

We communicate with those charged with governance regarding, among other matters, the planned scopeand timing of the audit and significant audit findings, including any significant deficiencies in internal controlthat we identify during our audit.

We also provide those charged with governance with a statement that we have complied with relevantethical requirements regarding independence, and to communicate with them all relationships and other

41


matters that may reasonably be thought to bear on our independence, and where applicable, relatedsafeguards.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor's Report) Order, 2016 ("the Order"), issued by the CentralGovernment of India in terms of sub-section (11) of section 143 of the Companies Act, 2013, we givein the Annexure a statement on the matters specified in paragraphs 3 and 4 of the Order, to the extentapplicable.

2. As required by Section 143(3) of the Act, we report that:

a) We have sought and obtained all the information and explanations which to the best of ourknowledge and 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, the Statement of Profit and Loss, and the Cash Flow Statement dealt with bythis Report are in agreement with the books of account

d) In our opinion, the aforesaid standalone financial statements comply with the Accounting Standardsspecified under 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 as on 31 March, 2019taken on record by the Board of Directors, none of the directors is disqualified as on 31 March,2019 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 theCompany and the operating effectiveness of such controls, refer to our separate Report in"Annexure A".

g) With respect to the other matters to be included in the Auditor's Report in accordance with Rule11 of the Companies (Audit and Auditors) Rules, 2014, as amended in our opinion and to the bestof our information and according to the explanations given to us:

i. The Company does not have any pending litigations which would impact its financial position.

ii. The Company did not have any long-term contracts including derivative contracts for whichthere were any material foreseeable losses.

iii. There were no amounts which were required to be transferred to the Investor Education andProtection Fund by the Company.

For PRSV & Co. LLPChartered Accountants

Firm Registration No: S-200016

Sd/-Y. Venkateswarlu

PartnerMembership No: 222068

Place: HyderabadDate: 25-05-2019

Banka Bioo Limited

42

2018-19

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, 2019 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 theCompanyconsideringtheessentialcomponentsofinternalcontrolstatedintheGuidanceNoteonAudit of InternalFinancial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India.These responsibilities include the design, implementation and maintenance of adequate internal financialcontrols that were operating effectively for ensuring the orderly and efficient conduct of its business, thesafeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completenessof the accounting records, and the timely preparation of reliable financial information, as required underthe Companies Act,2013.

Auditor’s Responsibility

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;

43


(2) Provide reasonable assurance that transactions are recorded as necessary to permit preparation offinancial statements in accordancewith 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, 2019,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.


Firm Registration No: S-200016




Banka Bioo Limited

44

2018-19

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.

45


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 797.88 797.87

3 Capital expenditures at existinginoculum unit at Aler 75.21 47.32

4 Capital expenditures at proposednew unit at Ibrahimpatnam 96.89 12.00

5 General corporate purposes 231.62 231.40

Total 1,262.70 1149.66

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.

Banka Bioo Limited

46

2018-19

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.


Firm Registration No: 200016




47


Balance Sheet as at 31 March, 2019(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 4,11,24,480 (b) Reserves and surplus 3 17,73,75,788 13,72,81,289 Non-current liabilities (a) Long-term borrowings 4 77,09,769 1,89,83,746 (b) Deferred tax liabilities (Net) 5 8,62,431 6,72,797 (c) Long-term provisions 6 18,34,791 5,64,088 Current liabilities (a) Short-term borrowings 7 - 83,36,059 (b) Trade payables 8 1,37,61,154 1,14,48,970 (c) Other current liabilities 9 13,52,21,496 1,90,82,261 (d) Short-term provisions 10 49,57,967 -

28,28,47,878 23,74,93,690

II. ASSETS Non-current assets (a) Fixed assets (i) Tangible assets 11 2,73,05,947 1,70,71,816 (ii) Intangible assets 11 3,51,000 4,53,600 (iii) Capital work in progress 11 34,15,438 - (b) Long-term loans and advances 12 4,93,64,212 1,67,45,437 Current assets (a) Inventories 13 (b) Trade receivables 14 2,41,76,460 1,43,70,771 (c) Cash and cash equivalents 15 10,40,75,156 9,26,18,590 (d) Short-term loans and advances 16 3,71,60,534 7,92,56,880 (e) Other current assets 17 3,43,46,258 1,56,32,940

28,28,47,878 23,74,93,690

See accompanying notes to financial statements. 1-36

As per our report of even date attached

ParticularsNoteNo.

As at31 March, 2019

As at31 March, 2018

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

Sd/-Y. VenkateswarluPartnerM.No. 222068

Date: 25/05/2019Place: Hyderabad

For and on behalf of Board of Directors

Sd/- Sd/-Namita Banka Sanjay BankaChairman & MD Whole-time DirectorDIN: 05017358 DIN: 06732600

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

WTD& CFO Company SecretaryDIN: 07977695

Banka Bioo Limited

48

2018-19

Revenue I. Revenue from operations 18 42,01,73,975 18,02,64,285 Less:Duties& taxes (6,59,61,100) (1,49,56,590)

Net revenue from operations 35,42,12,876 16,53,07,695

II Other income 19 37,28,194 16,41,273

III Total revenue (I + II+III) 35,79,41,069 16,69,48,967

Expenses Cost of materials consumed 20 9,21,47,004 5,52,19,005 Changes in inventories of finished goods &

semi finished goods 21 (80,27,742) (34,35,622) Employee benefits expense 22 14,65,88,730 4,93,23,906 Finance cost 23 57,64,463 74,95,235 Depreciation and amortization expenses 11 31,75,509 19,29,015 Other expenses 24 6,16,29,019 3,06,76,234

IV Total expenses 30,12,76,983 14,12,07,774

V Profit before tax (III - IV) 5,66,64,086 2,57,41,194VI Tax expense: (1) Current tax 1,16,65,320 72,42,540 (2) For earlier years (2,43,335) - (3) Deferred tax 1,89,634 (4,09,978)

VII Profit (loss) for the period (V - VI) 4,50,52,467 1,89,08,632

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

(1) Basic 10.96 6.05 (2) Diluted 10.96 6.05

See accompanying notes to financial statements. 1-35

As per our report of even date attached

Profit and loss statement for the year ended 31 March, 2019(All amounts in Indian rupees, except share data and where otherwise stated)

Sl.No

ParticularsNoteNo.

Year ended31 March, 2019

Year ended31 March, 2018





Sd/- Sd/-Namita Sanjay Banka Sanjay Banka

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



49


A. Cash flows from/(used in) operating activices Net profit before tax 5,66,64,086 2,57,41,194Adjustments for:

Depriciation 31,75,509 19,29,015Finance cost 57,64,463 74,95,235Interest received (26,91,815) (9,01,829)

Operatiing profit before working capital changes 6,29,12,243 3,42,63,614

Changes in operating assets and liabilities (Increase) in trade receivables (1,14,56,566) (2,52,99,288)(Increase)/decrease in inventories (98,05,689) (67,21,541)(Increase)/decrease in long term loans and advances (3,26,18,775) (1,13,51,484)(Increase) in short term loans and advances (3,61,47,061) (1,50,69,619)(Increase) in other current assets (13,09,219) (7,78,644)Increase/(decrease) in short term borrowing (83,36,059) 19,89,037(Decrease) in trade payables 41,33,929 (40,13,361)Increase in other current liabilities 1,43,17,490 28,64,898(Decrease) in short term provisions (64,64,018) (1,14,01,688)(Decrease)/increase in long term provisions 12,70,703 (9,43,793)

Cash (used in)/from operating activities (2,35,03,021) (3,64,61,868)

Tax paid (1,74,33,743) (81,20,454)

Net cash (used in)/ from operating activities (60,69,278) (2,83,41,415)

B. Cash flow from/(used in) investing activity Purchase of fixed assets (1,67,22,477) (30,83,713)Interest received 26,91,815 9,01,829

Net cash (used in)/from investing activities (1,40,30,662) (21,81,884)

C. Cash flows from/(used in) financing activities Repayment /proceeds of long term borrowings (1,62,31,944) 11,27,72,497Interest paid (57,64,463) (74,95,235)

Net cash (used in)/from financing activities (2,19,96,407) 10,52,77,262

Net increase /(decrease) in cash and cash equivalents (4,20,96,347) 7,47,53,963

Add: Cash and cash equivalents at the beginning of the year 7,92,56,880 45,02,917Less: Bank deposits with less than 12 months maturity 2,06,56,100 5,20,24,189

Cash and cash equivalents at the end of the year 1,65,04,433 2,72,32,691









ParticularsYear ended

31 March, 2019Year ended

31 March, 2018

Cash flow statement for the year ended 31 March, 2019(All amounts in Indian rupees, except share data and where otherwise stated)

Banka Bioo Limited

50

2018-19

Notes to financial statements for the year ended 31 March, 2019(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.

51


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.

Banka Bioo Limited

52

2018-19

As at 31 March, 2019 As at 31 March, 2018

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 50,00,000 5,00,00,000

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

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

2. Share capital


Particulars Number of Number ofshares Amount shares Amount

Balance as at the beginning of the year 41,12,448 4,11,24,480 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 41,12,448 4,11,24,480

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.


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

a. Namita Banka 18,90,168 45.96 18,90,168 45.96

b. Vishal Murarka 4,68,696 11.40 4,68,696 11.40

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

d. Akhilesh Kumar Tripathi 3,05,496 7.43 3,06,696 7.46

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

53


ParticularsAs at

31 March, 2019As at

31 March, 2018

3. Reserves & Surplus

a. Securities premium account

Opening Balance 10,91,81,888 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 10,91,81,888

b. Surplus in profit & loss account

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

Net profit/(loss) for the current year 4,50,52,467 1,89,08,632Less : Utilised towards issue of 8,18,665 bonusequity shares of Rs.10 each (Refer Note c) - (81,86,653)

Less: Proposed dividend on equity shares 41,12,448

Less: Tax on proposed dividend 8,45,519

Closing balance 6,81,93,900 2,80,99,401

TOTAL 17,73,75,788 13,72,81,289

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 allotted on 30 October, 2017.

ParticularsAs at

31 March, 2019As at

31 March, 2018

4. Long Term Borrowings

Secured Vehicle loans 21,28,397 5,70,236

Unsecured

Term loans from banks - 42,13,575

Term loans from NBFC’s 55,81,373 1,41,99,935

77,09,769 1,89,83,746

Banka Bioo Limited

54

2018-19

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.

From Banks

a. Vehicle loan from "HDFC Bank Ltd" is sanctioned on 20 July 2018 of Rs. 6,84,000/- is repayable in 36monthly installments ending on 15 July 2021.

b. Vehicle loan from "HDFC Bank Ltd" is sanctioned on 10 October 2018 of Rs. 8,00,000/- is repayable in48 monthly installments ending on 07 October 2022.

c. Vehicle loan from "HDFC Bank Ltd" sanctioned on 18 July 2018 of Rs. 13,71,400/- is repayable in 48monthly installments ending on 07 July 2022.

d. All the above vehicle loans are secured by hypothecation of vehicles purchased against respectiveloans sanctioned.

2) Unsecured Loans

From Banks

a. 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.

b. 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.

c. 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.

d. 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.

e. 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

f. 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.

g. 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.

h. 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.

55


i. 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.

j. 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.

k. 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.

l. 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.

m. Unsecured loan from "ReligareFinvest Limited" sanctioned on 27 November 2017 of Rs. 25,00,000/-is repayable in 36 monthly installments ending on 10 December 2020 and carrying interest rate of19.10% pa.

n. 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.

� 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.

p. Unsecured loan from Northern Arc Capital sanctioned on 02 February 2018 of Rs. 35,18,524/- isrepayable in 36 monthly installments ending on 05 February 2021 and carrying interest rate of 19% pa.

ParticularsAs at

31 March, 2019As at

31 March, 2018

5. Deferred Tax Liabilities (Net)

Deferred tax liabilities 8,62,431 6,72,797

Total 8,62,431 6,72,797

ParticularsAs at

31 March, 2019As at

31 March, 2018

6. Long Term Provisions

Provision for employee benefits

Provision for Gratuity 18,34,791 5,64,088

Total 18,34,791 5,64,088

Banka Bioo Limited

56

2018-19

ParticularsAs at

31 March, 2019As at

31 March, 2018

7. Short Term Borrowings

Secured

Bank OD - 83,36,059

Total - 83,36,059

ParticularsAs at

31 March, 2019As at

31 March, 2018

8. Trade Payables

Total outstanding dues of creditors other than microenterprises and small enterprises

Trade payables for goods & services 1,37,61,154 96,27,225

Total 1,37,61,154 96,27,225

ParticularsAs at

31 March, 2019As at

31 March, 2018

9. Other Current Liabilities

Advances from customers 73,524 3,35,485Statutory liabilities 1,67,79,676 33,49,747

Current maturities of long term liabilitiesSecured

Vehicle loans 8,96,476 1,65,550

UnsecuredTerm loans from banks 42,13,575 50,97,838Term loans from NBFC's 86,47,737 1,01,33,641Salaries & bonus payable 46,10,509 18,21,745

Total 3,52,21,496 2,09,04,006

ParticularsAs at

31 March, 2019As at

31 March, 2018

10. Short-Term Provisions

Proposed dividend 41,12,448 -

Tax on proposed dividend 8,45,519 -

Total 49,57,967 -

57


ParticularsAs at

31 March, 2019As at

31 March, 2018

12. Long Term Loans and Advances

Unsecured, considered good

Security deposits with customers 1,03,95,041 62,81,469

Other security deposits 31,58,172 10,46,340

Bank deposits with more than 12 months maturity* 3,43,20,999 79,27,629

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

4,93,64,212 1,67,45,437

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

ParticularsAs at

31 March, 2019As at

31 March, 2018

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

Raw material 80,57,133 73,87,389

Packing material 1,64,466 76,023

Bought out material 25,64,516 15,77,474

Stores and spares 8,83,611 8,50,893

Semi finished goods 1,04,86,234 27,71,992

Finished goods 20,20,500 17,07,000

Total 2,41,76,460 1,43,70,771

ParticularsAs at

31 March, 2019As at

31 March, 2018

14. Trade Receivable

Unsecured, considered good unless stated otherwise

Outstanding for a period exceeding six months from thedate they are due for payment 52,10,376 1,32,54,782

Others 9,88,64,780 7,93,63,808

10,40,75,156 9,26,18,590

Banka Bioo Limited

58

2018-19

ParticularsAs at

31 March, 2019As at

31 March, 2018

15. Cash and Cash Equivalents

Cash on hand 3,00,237 1,24,582

Balances with banks

In Current accounts 1,62,04,196 1,55,86,928

In Escrow account - 1,15,21,181

Cash and Cash Equivalents 1,65,04,433 2,72,32,691

Other bank balances

Bank deposits with less than 12 months maturity 2,06,56,100 5,20,24,189

3,71,60,534 7,92,56,880

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

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, 2019As at

31 March, 2018

16. Short-term loans and advances


Loan to related party -

Security deposits with customers 1,99,20,176 92,78,955

Advance income tax (Net of provision for tax) 66,52,629 8,96,139

Advances to vendors 51,73,097 50,25,669

Advances to employees 23,57,021 4,32,178

MAT credit entitlement 2,43,335 -

3,43,46,258 1,56,32,940

ParticularsAs at

31 March, 2019As at

31 March, 2018

17. Other Current Assets


Interest accrued but not due on fixed deposits 23,51,880 8,03,868

Others 3,00,994 5,39,787

26,52,874 13,43,655

59


Particulars As at31 March, 2019

As at31 March, 2018

18. Revenue From Operations

Sale of Products 15,80,45,795 9,01,65,281 Revenue from Services 25,77,71,680 9,00,99,004 Revenue from FTSP 43,56,500 -

Total 42,01,73,975 18,02,64,285

ParticularsAs at

31 March, 2019As at

31 March, 2018

19. Other Income

Interest on fixed deposits 26,91,815 9,01,829

Interest on unsecured loans 9,93,267

Miscellaneous income 43,111 31,935

Liabilities no longer required written back - 7,07,509

Total 37,28,194 16,41,273

ParticularsAs at

31 March, 2019As at

31 March, 2018

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

Opening stock 98,91,779 66,05,860Add: Purchases 9,39,24,951 5,85,04,924Closing stock 1,16,69,726 98,91,779

Total 9,21,47,004 5,52,19,005

ParticularsAs at

31 March, 2019As at

31 March, 2018

21. Changes in Inventories

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

Closing stock of FG and SFG 1,25,06,734 44,78,992

Total (80,27,742) (34,35,622)

ParticularsAs at

31 March, 2019As at

31 March, 2018

22. Employee benefits expense

Salaries, wages and bonus 12,38,70,179 4,37,03,683Contributions to PF &ESI 1,83,92,082 33,65,837Contribution to gratuity 18,34,791 5,64,088Staff welfare expenses 24,91,678 16,90,298

Total 14,65,88,730 4,93,23,906

Banka Bioo Limited

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2018-19

ParticularsAs at

31 March, 2019As at

31 March, 2018

23. Finance Cost

Interest on term loans 50,61,964 62,66,856

Interest on bank OD 7,02,499 12,28,379

Total 57,64,463 74,95,235

ParticularsAs at

31 March, 2019As at

31 March, 2018

24. Other Expenses

Contractor and labour expenses 1,75,93,789 75,42,631

Frieght outward 60,41,846 47,38,794

Rent 49,58,034 29,42,068

Power & fuel 9,63,690 4,02,347

Insurance 5,13,706 4,33,046

Rates & taxes 3,09,400 9,94,486

Repairs & maintenance 4,97,631 3,17,558

Consultancy charges 36,46,557 20,89,765

Printing & stationery 10,14,402 3,89,951

Office maintenance 15,21,212 10,03,818

Travelling & conveyance 56,83,127 45,22,647

Communication expenses 3,20,811 3,77,076

Business promotion 22,61,056 4,54,015

Selling expenses 40,44,540 33,44,362

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

Inspection & testing charges 13,08,985 1,48,750

FSTP Expenses 78,94,575 -

Audit fees

Statutory audit 1,50,000 1,25,000

Tax audit 75,000 75,000

Certifications 30,000 57,000

Bank charges 3,95,394 4,83,271

Miscellaneous expenses 24,05,264 2,34,649

Total 6,16,29,019 3,06,76,234

61


25. Contingent Liabilities and Commitments: Nil

26. 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. 93,48,118/-.(Previous year Rs.21,80,779/-.)

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 recognised in theCompany's financial statements as at 31 March, 2019.

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

ParticularsAs at

31 March, 2019As at

31 March, 2018

Opening defined benefit obligation 21,00,472 13,29,261

Current service cost 17,77,653 7,18,437

Interest cost 1,63,627 99,695

Benefits paid - -

Actuarial (gains)/losses on obligation (11,240) (46,921)

Closing defined benefit obligation 40,30,512 21,00,472

Opening fair value of plan assets 15,36,384 -

Difference in OB/expenses (25,730) (20,099)

Expected return on plan assets 1,20,979 48,602

Contributions 5,64,088 15,07,881

Closing fair value of plan assets 21,95,721 15,36,384

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b. Amount recognized in balance sheet

ParticularsAs at

31 March, 2019As at

31 March, 2018

Closing defined benefit obligation 40,30,512 21,00,472

Closing fair value of plan assets 21,95,721 15,36,384

Net liability/(asset) 18,34,791 5,64,088

c. Amount recognized in the statement of profit and loss

ParticularsAs at

31 March, 2019As at

31 March, 2018

Current service cost 17,77,653 7,18,437

Interest cost on defined benefit obligation 1,63,627 99,695

Expenses 25,730 20,099

Expected return on plan assets (1,20,979) (48,602)

Net actuarial loss/ (gain) recognised during the year (11,240) (46,921)

Net benefit expense 18,34,791 7,42,708

ParticularsAs at

31 March, 2019As at

31 March, 2018

Discount rate 7.60% 7.79%

Expected rate of return on plan assets 8.00% 8.00%

Salary escalation rate 4.00% 5.00%

63


Particulars31 March 2019

Namita Sanjay Banka Namita Sanjay BankaChairman & Managing Director Chairman & Managing Director

Sanjay Banka Sanjay BankaWhole Time Director Whole Time Director

Akhilesh Kumar Tripathi Akhilesh Kumar TripathiWhole-time Director Whole Time Director

T.V. Rama Krishna T.V. Rama KrishnaWhole-time Director & CFO Whole-time Director & CFO

Vinraa Technology LLP Vinraa Technology LLP

Sanjay Kumar Banka HUF Sanjay Kumar Banka HUF

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

31 March 2018

Name of the Related party

Key management personnel

Enterprises controlled bykey management personnel

Transaction Name of the related party

Namita Banka 35,00,000 19,50,000

Sanjay Banka 34,99,996 25,00,000

T.V. Rama Krishna 20,00,000 7,00,000*

Akhilesh Kumar Tripathi 20,00,000 14,00,000

Namita Sanjay Banka - 5,32,672

Sanjay Kumar Banka - 4,94,184




Nisith Banka - 50,000

Nisith Banka - 50,000

Hari Prasad Banka - 4,67,887

Hari Prasad Banka - 36,18,635

Vishal Murarka - 4,00,000

Vishal Murarka - 19,15,000

Vinraa Technology LLP 1,10,97,500 -

Vinraa Technology LLP 1,01,10,000 -

Vinraa Technology LLP 8,93,613 -

b. Related party transactions during the year from 01.04.2018 to 31.03.2019

Year ended31 March 2019

Managerial remuneration

Unsecured loan repaid

Interest on unsecured loan



Unsecured loan received



Interest on unsecured loan




Advance Received

Advance Repaid

Interest on unsecured loan(Net of TDS)


* Mr. T.V. Rama Krishna has been appointed as a WTD& CFO w.e.f. 1st November 2017

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Transaction Name of the related party

Namita Banka - -

Sanjay Banka - 66,453

T.V.Rama Krishna - 24,000

Akhilesh Kumar Tripathi 1,49,667 4,82,200

Vinraa Technology LLP 18,81,113 -

Balances as at March 31, 2019


Managerial Remuneration


Advances



31 March, 2018

28. Break up of deferred tax assets and liabilities

Deferred tax Liability on account of :

Timing differences in depreciation of fixed assets (Cumulative) 31,00,038 24,41,873

Deferred tax asset on account of :

Expenses/provisions allowable on payment - -

Net timing differences for computation of DTL/(DTA) 31,00,038 24,41,873

Deferred tax liability (asset) on above 8,62,431 6,72,797

Less : Opening provision of deferred tax liability/(asset) 6,72,797 10,82,775

Deferred tax liability/(asset) charged to P&L account 1,89,634 (4,09,978)



31 March, 2018

29. Earnings Per Share

Profit/(Loss) after tax 4,50,52,467 1,89,08,632

The weighted average number of equity shares 41,12,448 31,25,752

Face value per Share 10.00 10.00

Earnings per share - Basic and Diluted 10.96 6.05

65


30 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.

31 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.

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

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

34 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.

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








WTD & CFO Company SecretaryDIN: 07977695

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67


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 7th Annual GeneralMeeting of the Company, to be held on Friday, the 27th day of September 2019 at 11.00 A.M. at its corporateoffice situated at 56, Nagarjuna Hills, Panjagutta, Hyderabad-500082, Telangana and at any adjournmentthereof 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 Mr. Akhilesh Kumar Tripathi (DIN: 05338290), whoretires by rotation and being eligible, seek re-appointment

Special Business:

3 To approve appointment and remuneration of Mr. Vishal Murarka (DIN: 06729485)as Whole Time Director and CEO

4 To appoint Mr. Sanjay Kumar Gangwar (DIN: 08153290) as an Independent Director

5 To appoint Mr. Kamalesh Sekhar (DIN: 02862293) as an Independent Director

Signed this _________________________ day of September, 2019

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 7th Annual General Meeting.

AffixRevenue

Stamp

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

Banka Bioo Limited

68

2018-19

Intention

ally l

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lank

69




ATTENDANCE SLIP

DP.ID* Master Folio No.

Client ID* No. of Shares held

I hereby certify that I am registered shareholder/proxy/ representatives of the registered shareholder (s) of

Banka Bioloo Limited

I hereby record my presence at the 7th Annual General Meeting of the Company on Friday, the 27th day

of September 2019 at 11.00 A.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 7th Annual General Meeting for reference at the meeting.

* Applicable for shareholders holding shares in electronic form.

MEMBER'S/PROXY'S NAMEIN BLOCK LETTER

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

Banka Bioo Limited

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2018-19

Intention

ally l

eft b

lank

71




ROUTE MAP FOR 7th ANNUAL GENERAL MEETING

Banka Bioo Limited

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2018-19

NOTE

73


NOTE

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

BANKA BIOLOO LIMITED

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