To,
The Members
Boston Bio Systems Limited
Your directors have great pleasure in presenting the Annual Report together with the
Audited Accounts of the Company for the year ended at 31st March, 2025.
FINANCIAL SUMMARY AND HIGHLIGHTS
The Company's financial performance for the year under review along with previous
years' figures is given hereunder:
(Amount in lakhs)
| Particulars |
For Financial Year Ended |
|
March 31, 2025 |
March 31, 2024 |
| Total Income |
19.25 |
0.00 |
| Total Expenditure |
73.98 |
14.07 |
| Profit after Depreciation but before Tax |
(54.73) |
(14.07) |
| Less: Current Tax |
0.00 |
0.00 |
| Less: Deferred Tax |
0.00 |
0.00 |
| Profit / (Loss) After Tax |
(54.73) |
(14.07) |
Financial Year 2024-25 has been a dynamic year filled with both challenges and
meaningful achievements that have set up the Company's resilience and positioned it for
continued growth.
STATE OF COMPANIES AFFAIR AND FUTURE OUTLOOK
The Company is engaged in the business of healthcare service provider and has incurred
a loss of Rs. 54.73 lakhs in current financial year i.e. FY2024-25 as compared to a loss
of Rs. 14.07 lakhs in previous financial year i.e. FY2025-26. For a deeper understanding
of our business performance, please refer to the Management Discussion & Analysis
Report included in the Annual Report. Your directors are hopeful of generating more
revenues and focusing further growth in coming years.
DIVIDEND
During the reporting period, in order to conserve the resources of the Company for
future growth and development, the Board of Directors do not recommend any dividend.
TRANSFER TO RESERVES
During the period under review, no amount was transferred to General Reserve of the
Company. CHANGE IN NATURE OF BUSINESS
The Company has not changed its business or objects and continues to be in the same
line of business as per the main objects of the Company.
TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND
The Company does not have any funds lying unpaid or unclaimed for a period of seven
years. Therefore, no funds were required to be transferred to Investor Education and
Protection Fund.
CASH FLOW AND FINANCIAL STATEMENTS
As required under Regulation 34 of the Listing Regulations, a Cash Flow Statement and
Financial Statement form part of the Annual Report.
SHARE CAPITAL
> Authorized Capital
During the year reporting period, the Authorized Share Capital of your Company as on
31st March 2025 stood at Rs. 8,00,00,000/- (Rupees Eight Crores) divided into 80,00,000
Equity Shares of Rs. 10/- each.
> Issued, Subscribed and Paid-up Share Capital
The Issued, Subscribed and Paid-up Share Capital as on 31st March, 2025 was Rs.
7,00,22,000 (Rupees Seven Crores Twenty-Two Thousand) divided into 70,02,200 Equity Shares
of 10/- each.
During the reporting period, there is no change in the share capital of the company.
DETAILS OF SUBSIDIARIES, JOINT VENTURES OR ASSOCIATE COMPANIES DURING THE YEAR
During the reporting period, the company does not have any holding company or
subsidiary company or joint venture.
MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE
COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH
THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT
Subsequent to the end of the financial year, a significant development has occurred
which materially impacts the financial position and future outlook of the Company.
The Company, which had previously been subjected to suspension from trading of its
securities on BSE Limited and other trading platforms due to non-compliance issues, has
undertaken extensive corrective measures under the leadership and close supervision of its
management. These measures included strengthening internal controls, enhancing corporate
governance practices, timely regulatory filings, and aligning operational procedures with
applicable statutory requirements.
As a result of these persistent and strategic efforts, the Company received an official
communication from BSE Limited dated March 18, 2025, notifying the revocation of the
suspension imposed on the trading of its equity shares. This revocation effectively
reinstates the Company's eligibility to trade its securities on the stock exchange.
This development is a noteworthy milestone in the Company's turnaround journey and
forms a critical part of its broader strategic roadmap aimed at business revival, growth,
and long-term value creation for its stakeholders. The reinstatement of trading privileges
is expected to enhance market visibility, improve investor confidence, and unlock new
opportunities for capital raising and strategic partnerships.
SECRETARIAL STANDARD
The Directors state that applicable Secretarial Standards i.e. SS-1 and SS-2, relating
to 'Meetings of the Board of Directors' and 'General Meetings' respectively, have been
duly followed by the Company.
DEPOSITS
The Company has not accepted deposit from the public falling within the ambit of
Section 73 of the Companies Act, 2013 and The Companies (Acceptance of Deposits) Rules,
2014. No amount of principal or interest was outstanding as on the date of Balance Sheet.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
> Composition
During the year under review, the Board of the Company comprised of 6 (six) Directors,
Out of which , 3 (three) were Executive Directors and 3 (three) were Non-Executive
Independent Directors, including 1 (one) woman Independent Director.
None of the Directors/KMPs of the Company are disqualified under any of the provisions
of the Act and relevant Regulations of SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 ("SEBI Listing Regulations").
Following are the details of Directors and Key Managerial Personnel (KMP) of the
Company as on 31st March, 2025:
| DIN/PAN |
Name of the Director |
Designation |
Date of Appointment |
Date of Resignation |
| 08975756 |
Pratik Satish Patil |
Managing Director |
29/01/2024 |
12/05/2025* |
| 09748130 |
Sadhana Satish Patil |
Executive Director |
30/09/2024 |
12/05/2025* |
| 07531342 |
Aashish Shrirang Dharmadhikari |
Independent Director |
29/01/2024 |
NA |
| 10469283 |
Swati Suresh Dhadve |
Independent Director |
29/01/2024 |
NA |
| 08209102 |
Seema Baghel |
Additional Director |
05/10/2024 |
12/05/2025* |
| 03343352 |
Ghanshyam Dhananjay Gavali |
Independent Director |
12/02/2024 |
NA |
| AQLPD8862G |
Manpreet Doad Powani |
Chief Financial Officer |
18/12/2023 |
12/05/2025* |
| AUIPD1844P |
Priyanka Lohiya |
Company Secretary |
18/12/2023 |
29/06/2024* |
| CCFPK0224H |
Mandeep Kaur |
Company Secretary |
05/10/2024 |
NA* |
Changes in Board Composition
During the year under review and after 31st March, 2025 the following changes took
place in the Board of Directors and Key Managerial Persons:
1. Ms. Priyanka Lohiya tendered her resignation from the position of Company Secretary
of the Company with effect from 29th June, 2024
2. Ms. Seema Baghel has been appointed as an Additional Director of the company with
effect from 05th October, 2024
3. Ms. Mandeep Kaur was appointed as the company secretary of the company with effect
from 05th October, 2024.
4. The following changes were observed in the Board Composition as on 12th May, 2025:
• Resignation of Mr. Pratik Satish Patil from the position of Managing Director
• Resignation of Ms. Seema Baghel from the position of Additional Director
• Resignation of Ms. Sadhana Satish Patil from the position of Executive Director
• Resignation of Manpreet Doad Powani from the position of Chief Financial Officer
• Appointment of Mr. Vishnubhai Mohanbhai Desai as a Managing Director of the
company
• Appointment of Mr. Yash Arun Chaudhary as an Additional Non Executive Non
Independent Director of the company
• Appointment of Kunjan Nathabhai Rathod as Chief Financial Officer(CFO) of the
company
• Re-designation of Mr. Ghanshyam Dhananjay Gavali (DIN: 03343352) as Executive
director of the company
5. Resignation of Vishnubhai Mohanbhai Desai from the position of Managing Director and
Re-designation of Mr. Ghanshyam Dhananjay Gavali (DIN: 03343352) as Managing director of
the company with effect from 08th July, 2025
The Company has received consent in writing to act as directors in Form DIR-2 and
intimation in Form DIR-8
pursuant to Rule 8 of the Companies (Appointment and Qualification of Directors) Rules,
2014, to the effect that they are not disqualified under section (2) of section 164 of the
Companies Act, 2013. The Board considers that his association would be immense benefit to
the Company and it is desirable to avail his services as Directors. Accordingly, the Board
recommends the resolution related to appointment of above directors for the approval of
shareholders of the company.
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to the provisions contained in Section 134 (5) of the Companies Act, 2013,
Your Directors, confirm that:
i) In the preparation of the annual accounts for the financial year ended on March 31,
2025 the applicable Indian Accounting Standards have been followed and there are no
material departures from the same;
ii) The selected accounting policies were applied consistently and the Directors made
judgments and estimates that are reasonable and prudent so as to give a true and fair view
of the state of affairs of the Company as at March 31, 2025 and of the profit of the
Company for that period.
iii) Proper and sufficient care has been taken for the maintenance of adequate
accounting records in accordance with the provisions of the Companies Act, 2013 for
safeguarding the assets of the company and for preventing and detecting fraud and other
irregularities;
iv) The annual accounts have been prepared on a 'going concern' basis.
v) The Internal financial controls have been laid by the Directors to be followed by
the Company and such financial controls are adequate and were operating effectively.
vi) Proper systems had been devised in compliance with the provision of the
all-applicable laws and such systems were adequate and operating effectively.
EXTRACT OF ANNUAL RETURN
Pursuant to the provisions of 92(3) and Section 134(3) (a) of the Companies, Act,2013
read with Rule 12 of the Companies (Management and Administration) Rules, 2014, the draft
Annual Return of the Company for the Financial Year 31st March, 2025 is uploaded on the
website of the Company and can be accessed at http://www. bostonbio. in.
CORPORATE GOVERNANCE REPORT
As per Regulation 15 of the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, the Corporate Governance provisions as specified in Regulation 17 to
27, clauses (b) to (i) [and (t)] of sub-regulation (2) of regulation 46 and Paragraph C, D
and E of Schedule V are not applicable on the companies whose paid- up share capital and
net worth is less than Rupees Ten Crore and Rupees Twenty-Five Crore respectively.
Since the paid-up share capital and net worth of the Company is less than the aforesaid
threshold limit, the Company is not required to comply with the above mentioned Corporate
Governance provisions.
DETAILS OF THE BOARD MEETINGS HELD DURING THE YEAR 1ST APRIL, 2024 TO 31ST MARCH, 2025
The number of Meetings of the Board of Directors and the number of Meetings attended by
each Directors of Boston Bio Systems Limited during the Financial Year 2024-2025 is
summarized in the table below:
| Date |
Pratik Satish Patil |
Sadhana Satish Patil |
Ghanshyam Dhananjay Gavali |
Aashish Shrirang Dharmadhikari |
Swati Suresh Dhadve |
Seema Baghel* |
| 30.05.2024 |
Present |
Present |
Present |
Present |
Present |
NA |
| 29.06.2024 |
Present |
Present |
Present |
Present |
Present |
NA |
| 13.08.2024 |
Present |
Present |
Present |
Present |
Present |
NA |
| 09.09.2024 |
Present |
Present |
Present |
Present |
Present |
NA |
| 13.09.2024 |
Present |
Present |
Present |
Present |
Present |
NA |
| 05.10.2024 |
Present |
Present |
Present |
Present |
Present |
NA |
| 14.11.2024 |
Present |
Present |
Present |
Present |
Present |
Present |
| 14.02.2025 |
Present |
Present |
Present |
Present |
Present |
Present |
*As appointment as an additional director of the company with effect from 05 th
October, 2024.
SEPARATE MEETING OF INDEPENDENT DIRECTORS
Independent Directors of the Company held their Separate meeting under Regulation 25(3)
of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Schedule
IV of Companies Act, 2013 on 30th May, 2024 at the registered office of the Company.
DIRECTORS RETIRING BY ROTATION
As per the provisions of Section 152(6) of the Act, not less than two-third of the
total number of Directors, excluding Independent Directors, are liable to retire by
rotation and one-third of such Directors are required to retire at each AGM. Accordingly,
Mr Ghanshyam Dhananjay Gavali (DIN: 03343352), who has been longest in office since his
last appointment, retires by rotation at the ensuing AGM and, being eligible, offers
himself for re-appointment. A resolution seeking Members' approval for his re-appointment
forms part of the Notice convening 30th AGM.
INDEPENDENT DIRECTORS DECLARATION
The Company has received the Declaration of Independence from its Independent Directors
confirming that they meet the criteria of independence as provided in section 149(6) of
the Companies Act, 2013 read with Regulations 16 of SEBI (Listing Obligations &
Disclosure Requirements) Regulations, 2015 and that they are not disqualified from
continuing their appointment as Independent Director.
During the year under review the non- executive directors of the company had no
Pecuniary relationship or transactions with the Company other than sitting fees,
commission, if any and reimbursement of expenses incurred for the purpose of attending the
meetings of the board or committees of the company.
The Company has received requisite annual declarations/confirmations from all the
aforesaid Independent Directors. The Board of Directors of the Company is of the view that
Independent Directors fulfill the criteria of independence and they are independent from
the management of the Company.
The Company has noted that the names of all Independent Directors have been included in
the data bank maintained with the Indian Institute of Corporate Affairs, Manesar ('IICA').
Accordingly, all the Independent Directors of the Company have registered themselves with
IICA for the said purpose. In terms of Section 150 of the Act read with the Companies
(Appointment & Qualification of Directors) Rules, 2014, as amended thereof, both the
Independent Directors are exempted from undertaking online proficiency self-assessment
test conducted by the IICA.
DISCLOSURE ON THE NOMINATION AND REMUNERATION POLICY OF THE COMPANY PURSUANT TO SECTION
134(3) (e) AND SECTION 178 (3)
The Company's Policy on Director's appointment and remuneration including criteria for
determining qualifications, positive attributes, independence of a Director and other
matters as provided under Section 178(3) of the Companies Act, 2013 can be accessed on the
Company's website at http://www.bostonbio.in.
The Objective of the Policy is to ensure that
• The level and composition of remuneration is reasonable and sufficient to
attract, retain and motivate
Directors of the quality required to run the Company successfully.
• Relationship of remuneration to performance is clear and meets appropriate
performance benchmarks and
• Remuneration to Directors, Key Managerial Personnel and Senior Management
involves a balance between fixed and incentive pay reflecting short and long term
performance objectives appropriate to the working of the Company and its goals.
DETAILS OF ESTABLISHMENT OF VIGIL MECHANISM:
Pursuant to the provisions of Section 177(9) of the Companies Act, 2013 read with the
Companies (Meetings of Board and its Powers) Rules, 2014, the Company has formulated a
'Whistle Blower Policy' for the Directors and Employees to report genuine concerns or
grievances about unethical behavior, actual or suspected fraud or violation of the
Company's Code of Conduct and provides safeguard against victimization of director or
employees or any other person who avail the mechanism and also provide for direct access
to the Chairman of the Audit Committee in exceptional cases. The same is also uploaded on
the website of the Company at http://www.bostonbio.in.
During the year under review, no complaints have been received by the Company from any
whistle blower. MANAGEMENT DISCUSSION AND ANALYSIS REPORT
The Management Discussion and Analysis Report for the Financial Year 2024-25 as
required under Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 is annexed to this Report as Annexure - I.
DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS UNDER SUB-SECTION (12) OF SECTION 143
OTHER THAN THOSE WHICH ARE REPORTABLE TO THE CENTRAL GOVERNMENT.
During the year under consideration, Statutory Auditor has not reported any instances
of frauds committed in the Company under section 143(12) of the Companies Act, 2013.
HUMAN RESOURCES
The Management has a healthy relationship with the officers and the Employee.
17. AUDITORS &THEIR REPORT
> Statutory Auditors
In terms of provisions of Section 139 of the Companies Act, 2013, the Board of
Directors of the Company had appointed M/s Nahar V& Co. Chartered Accountant (Firm
Registration No. 010443C) as Statutory Auditors of the Company or a period of 5 years.
M/s Nahar V & Co. Chartered Accountants, (Firm Registration No. 010443C) shall hold
the office till the conclusion of 30th Annual General Meeting to be held in the year 2025,
but has tendered his resignation as dated 4th September, 2025.
Further the report of the Statutory Auditors along with notes to Schedules is enclosed
to this report. There were no observations or qualifications, or remarks made by the
Statutory Auditors in their report for the financial year ended 31 March 2025.
> Secretarial Audit
In terms of the provision of the Section 204 of the Act read with Companies
(Appointment and Remuneration of
Managerial Personnel) Rules, 2014, the Board of Directors had appointed M/ s Shashank
Kumar & Associates, a peer reviewed Practicing Company Secretaries as Secretarial
Auditor of the Company for the Financial Year 202425.
In accordance with the provisions of Section 204 of the Act, M/s Shashank Kumar &
Associates conducted the secretarial audit for the financial year ended 31 March 2025. The
Secretarial Audit Report issued by the Secretarial Audit in Form MR-3 is attached as
Annexure II and forms part of the Directors' Report. There are no qualifications or
remarks.
> Internal Audit
In terms of the provision of the Section 138 of the Companies Act, 2013 read with the
Rule 13 of the Companies (Accounts) Rules, 2014, the Board had appointed M/s Vyom Advisors
(Proprietorship Firm) as Internal Auditor of the Company for the financial year 2024-2025.
The Report of the Internal Auditors is reviewed by the Audit Committee.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE COMPANIES ACT,
2013
The Particulars of loans, guarantees and investments have been disclosed in the
financial statements.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
During the year under review, there were no transactions held either at arm's length or
not at arm's length basis.
Accordingly, the disclosure in Form AOC-2 as prescribed under Section 134 of the
Companies Act, 2013 read with the Companies (Accounts) Rules, 2014 is not required and
hence, the same is not attached with this Report. Details of transactions with related
parties have been provided in the notes to the Financial Statements of the Company.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNING AND OUTGO
The Company does not have any manufacturing activity. Thus, the provisions related to
conservation of energy and technology absorption are not applicable on the Company.
However, the Company makes all efforts towards conservation of energy, protection of
environment and ensuring safety.
Further, details of foreign exchange earnings and outgo, details as mentioned below:
| Year |
Foreign Outgo |
Foreign Exchange Earning |
STATEMENT CONCERNING DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY OF THE
COMPANY
Pursuant to the provisions of Section 134(3)(n) of the Companies Act, 2013, the Company
has a structured Risk Management Policy duly approved by the Board of Directors. The Risk
Management process is designed to safeguard the Company from various risks through
adequate and timely actions. It is designed to anticipate, evaluate and mitigate risks in
order to minimize its impact on the business of the Company. The potential risks are
integrated with management process such that they receive the necessary consideration
during the decision making. It has been dealt in greater detail in Management Discussion
and Analysis Report annexed to this Report.
CORPORATE SOCIAL RESPONSIBILITY POLICY
Pursuant to the provisions of Section 135(1) of the Companies Act, 2013, the provisions
related to Corporate Social Responsibility (CSR) are applicable on companies having net
worth of rupees five hundred crore or more; or turnover of rupees one thousand crore or
more; or a net profit of rupees five crore or more. The present financial position of the
Company does not make it mandatory for the Company to undertake CSR initiatives or to
formulate CSR Policy during the Financial Year ended March 31, 2025. The Company will
constitute CSR Committee, develop CSR Policy and implement the CSR initiatives whenever
the same becomes applicable on the Company.
EVALUATION BY BOARD OF ITS OWN PERFORMANCE, ITS COMMITTEES AND INDIVIDUAL DIRECTORS
In compliance with the provisions of the Act, and SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015, the performance evaluation was carried out as
under:
Board:
In accordance with the criteria suggested by the Nomination and Remuneration Committee,
the Board of Directors evaluated the performance of the Board, having regard to various
criteria such as Board composition, Board processes, Board dynamics etc. The Independent
Directors, at their separate meeting, also evaluated the performance of the Board as a
whole based on various criteria. The Board and the Independent Directors were of the view
that performance of the Board of Directors as a whole was satisfactory.
Committees of the Board:
The performance of the Audit Committee, the Nomination and Remuneration Committee, the
Stakeholders Relationship Committee was evaluated by the Board having regard to various
criteria such as committee composition, committee processes, committee dynamics etc. The
Board was of the view that all the committees were performing their functions
satisfactorily.
Individual Directors:
In accordance with the criteria suggested by the Nomination and Remuneration Committee,
the performance of each director was evaluated by the entire Board of Directors (excluding
the director being evaluated) on various parameters.
Independent Directors, at their separate meeting, have evaluated the performance of Non
independent Directors and the Board as a whole; and of the Chairman of the Board, taking
into account the views of other Directors; and assessed the quality, quantity and
timeliness of flow of information between the Company's Management and the Board that is
necessary for the Board to effectively and reasonably perform their duties. The Board and
the Independent Directors were of the view that performance of the all the Directors as a
whole was satisfactory.
The evaluation framework for assessing the performance of the Directors includes the
following broad parameters:
> Relevant expertise;
> Attendance of Directors in various meetings of the Board and its Committees;
> Effective participation in decision making process;
> Objectivity and independence;
> Level of awareness and understanding of the Company's business;
> Professional conduct of the directors in various meetings of the Board and its
committees;
> Compliance with the Code of Conduct of the Company;
> Ability to act in the best interest of the Company
INTERNAL FINANCIAL CONTROLS
The Company has laid proper and adequate systems of internal financial control
commensurate with the size of its business and nature of its operations with regard to the
following:
(i) Systems have been laid to ensure that all transactions are executed in accordance
with management's general and specific authorization.
(ii) Systems and procedures exist to ensure that all transactions are recorded as
necessary to permit preparation of financial statements in conformity with generally
accepted accounting principles or any other criteria applicable to such statements, and to
maintain accountability for aspects and the timely preparation of reliable financial
information.
(iii) Access to assets is permitted only in accordance with management's general and
specific authorization. No assets of the Company are allowed to be used for personal
purposes, except in accordance with terms of employment or except as specifically
permitted.
(iv) The existing assets of the Company are verified/ checked at reasonable intervals
and appropriate action is taken with respect to any differences, if any.
(v) Proper systems are in place for prevention and detection of frauds and errors and
for ensuring adherence to the Company's policies.
The Company has in place adequate internal financial controls with reference to
financial statements. During the year, such controls were tested and no reportable
material weaknesses in the design or operation were observed.
COMMITTEES OF BOARD A. AUDIT COMMITTEE
The Audit Committee of the Board as on 31-03-2025 consist of three (3) Directors of the
company. The Audit Committee has been authorized to look after the following major
functions:
i. To recommend for appointment, remuneration and terms of appointment of auditors of
the company;
ii. To review and monitor the auditor's independence and performance, and effectiveness
of audit process;
iii. To examine the financial statement and the auditors' report thereon;
iv. To approve or any subsequent modification of transactions of the company with
related parties;
v. To conduct scrutiny of inter-corporate loans and investments;
vi. To evaluate undertakings or assets of the company, wherever it is necessary;
vii. To evaluate internal financial controls and risk management systems;
viii. To monitor the end use of funds raised through public offers and related matters.
ix. To call for the comments of the auditors about internal control systems, the scope
of audit, including the observations of the auditors and review of financial statement
before their submission to the Board and to discuss any related issues with the internal
and statutory auditors and the management of the company.
x. To investigate into any matter in relation to the items specified in or referred to
it by the Board and for this purpose shall have power to obtain professional advice from
external sources and have full access to information contained in the records of the
company.
DETAILS OF COMPOSITION, NAMES OF MEMBERS, NUMBER OF MEETINGS HELD AND ATTENDANCE OF
AUDIT COMMITTEE DURING THE YEAR FROM 01st APRIL, 2024 TO 31st MARCH, 2025
During the financial year 2024-2025 Four (4) Meetings of Audit Committee were held:
• 30.05.2024
• 13.08.2024
• 14.11.2024
• 14.02.2025
| Name |
Designation |
No. of meeting(s) attended |
| Aashish Shrirang Dharmadhikari |
Chairman, Independent Director |
4 |
| Swati Suresh Dhadve |
Member, Independent Director |
4 |
| Pratik Satish Patil |
Member, Managing Director |
4 |
B. NOMINATION AND REMUNERATION COMMITTEE
The Nomination & Remuneration Committee of the Board was formed in compliance with
provisions of Section 178 of Companies Act,2013 and Rule 6 and 7 of Companies (Meetings of
Board and its Powers) Rules, 2014. The Committee has been authorized to look after
following major functions:
1. To identify persons who are qualified to become directors and who may be appointed
in senior management in accordance with the criteria laid down, recommend to the Board
their appointment and removal and shall carry out evaluation of every director's
performance.
2. To formulate the criteria for determining qualifications, positive attributes and
independence of a director and recommend to the Board a policy, relating to the
remuneration for the directors, key managerial personnel and other employees.
1. To ensure that—
(a) the level and composition of remuneration is reasonable and sufficient to attract,
retain and motivate directors of the quality required to run the company successfully;
(b) relationship of remuneration to performance is clear and meets appropriate
performance benchmarks; and
(c) remuneration to directors, key managerial personnel and senior management involves
a balance between fixed and incentive pay reflecting short and long-term performance
objectives appropriate to the working of the company and its goals.
(d) The policy so framed by the said Committee shall be disclosed in Board's Report to
shareholders.
DETAILS OF COMPOSITION, NAMES OF MEMBERS, NO. OF MEETINGS HELD AND ATTENDANCE OF
NOMINATION & REMUNERATION COMMITTEE DURING THE YEAR 1ST APRIL, 2024 TO 31ST MARCH,
2025
During the financial year 2024-2025 Three (3) meeting of Nomination & Remuneration
Committee were held:
• 29.06.2024
• 09.09.2024
• 05.10.2024
| Name |
Designation |
No. of meeting(s) attended |
| Swati Suresh Dhadve |
Chairperson, Independent Director |
3 |
| Aashish Shrirang Dharmadhikari |
Member, Independent Director |
3 |
| Ghanshyam Dhananjay Gavali |
Member, Independent Director |
3 |
C. STAKEHOLDERS RELATIONSHIP COMMITTEE
The Stakeholders Relationship Committee (SRC) is a key committee under the Companies
Act, 2013, primarily responsible for addressing the grievances and concerns of a company's
shareholders and other stakeholders. Resolving Shareholders' / Investors' Grievances
1. Key Functions of the Stakeholders Relationship Committee:
2. Handling and resolving complaints related to:
3. Transfer/transmission of shares
4. Non-receipt of dividends
5. Non-receipt of annual reports
6. Dematerialization/rematerialization of shares
7. Any other grievance related to shares or debentures and many more.
DETAILS OF COMPOSITION, NAMES OF MEMBERS, NO. OF MEETINGS HELD AND ATTENDANCE OF
STAKEHOLDER RELATIONSHIP COMMITTEE DURING THE YEAR 1ST APRIL, 2024 TO 31ST MARCH, 2025
During the financial year 2024-2025 Three (1) meeting of Stakeholder Relationship
Committee were held:
• 30.05.2024
| Name |
Designation |
No. of meeting(s) attended |
| Aashish Shrirang Dharmadhikari |
Chairperson, Independent Director |
1 |
| Swati Suresh Dhadve |
Member, Independent Director |
1 |
| Pratik Satish Patil |
Member, Managing Director |
1 |
DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION
AND REDRESSAL) ACT, 2013
The Company has in place a policy for the prevention of sexual harassment in line with
the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition
and Redressal) Act, 2013 ("POSH Act, 2013"). Internal committees have been set
up to redress complaints received regarding sexual harassment. All employees (permanent,
contractual, temporary, trainees) are covered under this policy.
During the reporting period, there were no cases filed pursuant to the Sexual
Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.
| Number of complaints of sexual harassment received in the year |
NIL |
| Number of complaints disposed off during the year |
NIL |
| Number of cases pending for more than ninety days |
NIL |
POLICY FOR PREVENTION OF INSIDER TRADING
The Securities and Exchange Board of India (Prohibition of Insider Trading)
Regulations, 2015 came into effect from May 9, 2023 to put in place a framework for
prohibition of insider trading in securities and to strengthen the legal framework
thereof. Pursuant to Regulation 8 of Securities and Exchange Board of India (Prohibition
of Insider Trading) Regulations, 2015, the Company has formulated and adopted the Code of
Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information
("Code of Fair Disclosure") of the Company. The Code of Fair Disclosure is
available on the website of the Company https:/ /bostonbio.in.
Further, pursuant to Regulation 9 of Securities and Exchange Board of India
(Prohibition of Insider Trading) Regulations, 2015, the Company has formulated and adopted
the Code of Conduct for Prevention of Insider Trading. The Code lays down guidelines and
procedures to be followed and disclosures to be made while
dealing with the shares of the Company and cautioning them on the consequence of
non-compliances. The Company Secretary has been appointed as a Compliance Officer and is
responsible for monitoring adherence to the Code. The code of conduct to regulate, monitor
and report trading by insiders is also available on the website of the Company
https://bostonbio.in
PARTICULARS OF EMPLOYEES PURSUANT TO THE SECTION 197 (12) OF COMPANIES ACT AND RULE
5(1), 5(2) AND 5(3) OF COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL)
RULES, 2014
The information required pursuant to Section 197 read with Rule 5 of The Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014 and Companies
(Particulars of Employees) Rules, 1975, in respect of employees of the Company and
Directors is furnished hereunder:
| S.NO. |
PARTICULARS |
REMARKS |
| 1. |
The ratio of the remuneration of each Director to the median remuneration of the
employees of the Company for the financial year. |
During the financial year under review, no remuneration was paid to any Director and
Key Managerial Personnel's of the Company for the financial year 2024-25. |
| 2 |
The percentage increase in remuneration of each Director, Chief Financial Officer,
Chief Executive Officer, Company Secretary or Manager, if any, in the financial year. |
|
| 3 |
The percentage increase in the median remuneration of employees in the financial year. |
|
| 4 |
Average percentile increase already made in the salaries of employees other than the
managerial personnel in the last financial year and its comparison with the percentile
increase in the managerial remuneration and justification thereof and point out if there
are any exceptional circumstances for increase in the managerial remuneration. |
|
| 5 |
Affirmation that the remuneration is as per the remuneration policy of the Company |
|
| 6 |
The number of Permanent employees on the Pay Rolls of the Company |
4 |
Statement of Particulars of Employees pursuant to the Section 197 (12) of Companies Act
and Rule 5(2) of Companies (Appointment and Remuneration of Managerial Personnel) Rules,
2014
a) Details of the employees employed throughout the Financial Year, was in receipt of
remuneration for that year which, in the aggregate, was not less than one crore rupees and
two lakh rupees.
Nil
b) Details of the employees employed for a part of the Financial Year and was in
receipt of remuneration for any part of that year, at a rate which, in the aggregate, was
not less than eight lakh and fifty thousand rupees per month; Nil
c) If employed throughout the Financial Year or part thereof and was in receipt of
remuneration in that year which, in the aggregate, or as the case may be, at a rate which,
in the aggregate, is in excess of that drawn by the Managing Director or Whole-time
Director or Manager and holds by himself or along with his spouse and dependent children,
not less than two percent of the equity shares of the Company.
Nil
DISCLOSURE PERTAINING TO MAINTENANCE OF COST RECORD PERSUANT TO SECTION 148(1) OF THE
COMPANIES ACT, 2013
The company is not required to maintain Cost Records as specified u/s 148(1) of the
Companies Act, 2013 read with the applicable rules thereon for the Financial Year 2024-25.
Hence the clause is not applicable to the Company.
RISK MANAGEMENT POLICY
Pursuant to the provisions of Section 134(3)(n) of the Companies Act, 2013, the Company
has a structured Risk Management Policy duly approved by the Board of Directors. The Risk
Management process is designed to safeguard the Company from various risks through
adequate and timely actions. It is designed to anticipate, evaluate and mitigate risks in
order to minimize its impact on the business of the Company. The potential risks are
integrated with management process such that they receive the necessary consideration
during the decision making. It has been dealt in greater detail in Management Discussion
and Analysis Report annexed to this Report.
APPLICATION/PROCEEDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016
Pursuant to rule 8(5)(xi) of the Companies (Accounts) Rules, 2014, no application has
been made nor any proceeding is pending under the Insolvency and Bankruptcy Code, 2016
during the period under review.
COMPLIANCE WITH THE MATERNITY BENEFIT ACT, 1961
The Company affirms that it is in full compliance with the provisions of the Maternity
Benefit Act, 1961, as amended from time to time. The Company is committed to fostering a
supportive and inclusive work environment, and ensures that all relevant policies and
practices are regularly reviewed and aligned with the applicable statutory requirements.
WEBSITE DISCLOSURE
The Company maintains an updated website at https:/ /bostonbio.in, which serves as a
comprehensive resource for stakeholders, including shareholders, investors, and the
general public. The website contains important information about the Company's operations,
corporate governance policies, financial reports, statutory filings, and other relevant
details.
DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONETIME
SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL
INSTITUTIONS ALONG WITH THE REASONS THEREOF UNDER RULE 8(5)(XII) OF THE COMPANIES
(ACCOUNTS) RULES, 2014
The details of difference between amount of the valuation done at the time of one-time
settlement and the valuation done while taking loan from the Banks or Financial
Institutions along with the reasons thereof under rule 8(5)(xii) of the Companies
(Accounts) Rules, 2014 are not applicable to the Company during the period under review.
GENERAL
Your Directors state that no disclosure or reporting is required in respect of the
following items, as there were no transactions on these items during the reporting period:
(a) Issue of Equity shares with differential rights as to dividend, voting or
otherwise.
(b) Issue of shares (including sweat equity shares and ESOS) to employees of the
Company under any scheme.
(c) The Company does not have any scheme of provision of money for the purchase of its
own shares by
employees or by trustees for the benefit of employees.
ACKNOWLEDGEMENT
Your directors wish to express their grateful appreciation for the valuable support and
co-operation received from sub-brokers, business associates, vendors, bankers, financial
institutions, investors, stakeholders, registrar and share transfer agent, other business
affiliates and media.
The Board places on record its sincere appreciation towards the Company's valued
clients for the support and confidence reposed by them in the organization and the
stakeholders for their continued co-operation and support to the company and looks forward
to the continuance of this supportive relationship in future.
Your directors also place on record their deep sense of appreciation for the devoted
services of the employees during the year under review.
| For and Behalf of Board Boston Bio Systems Limited |
|
| Sd/- |
Sd/- |
| Ghanshyam Dhananjay Gavali |
Yash Arun Chaudhary |
| Managing Director |
Director |
| DIN: 03343352 |
DIN: 10530036 |
| Dated: 04.09.2025 Place: Gujarat |
|
