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Directors Report of Biofil Chemicals & Pharmaceuticals Ltd.

Mar 31, 2015

The Directors presenting the 30th Annual Report of your company together with the Audited Financial Statement for the year ended on 31st March, 2015.

1. STATE OF AFFAIRS, FINANCIAL PERFORMANCE AND FUTURE OUTLOOK:

1.1 FINANCIAL HIGHLIGHTS AND SUMMARY

The performance highlights and summarized financial results of the Company are given below:

(Rs.In Lacs)

PARTICULARS Year ended Year ended 31/03/2015 31/03/2015

Total Income 632.34 723.15

Total Expenditure 558.80 658.09

Profit/Loss Before Tax 73.54 65.06

Provision for taxation Income Tax 14.01 12.39

Deferred Tax Assets/Liability 0.00 0.00

Item Related to Earlier Year 0.81 0.99

Profit/Loss after tax 58.72 51.68

Paid up Equity Share Capital 1627.38 1627.38

Earnings Per Share (Rs. 10/- each) Basic & Diluted (in Rs.) 0.36 0.32

1.2 OPERATIONAL AND STATE OF COMPANY'S AFFAIRS:

During the financial year your company has achieved the turnover of Rs. 632.34 Lacs only in comparison to previous year's turnover of Rs. 723.15 Lacs and net profit of the company is Rs. 58.71 lacs in comparison to previous net profit of Rs. 51.68 lacs, Turnover of the Company has been reduced due to non-availability of major raw material folic acid, production was adversely impacted which result into reduce in turnover of the Company.

1.3 CHANGE IN NATURE OF BUSINESS

Company is dealing in Pharmaceuticals and Chemicals and it also diversified its business activity and dealing Plastic and allied Products. During the year there was no change in business activity of the company.

1.4 SHARE CAPITAL

The Paid Up Equity Share Capital as at 31st March 2015 stood at 16.27 Crore. During the year under review, the company has not issued shares with differential voting rights nor has granted any stock option or sweat equity. As on 31st March 2015, none of Directors of the company hold instruments convertible into equity shares of the Company. The total number of shares include 5712500 reissued of forfeited shares on 31/03/2011 but pending for corporate action and listing confirmation from stock exchange. The Company is in process to get the trading approval for the same.

2. EXTRACT OF ANNUAL RETURN

The detail forming part of extract of the Annual Return in Form MGT-9, as required under Section 92 of the Companies Act, 2013, is included in this report as Annexure 1 and forms an integral part of this report.

3. BOARD MEETINGS AND ANNUAL GENERAL MEETING

During the Financial Year 2014-15, meetings of the Board of Directors of the Company were held Six times. The gap between two Meetings did not exceed one hundred and twenty days. Further Annual General Meeting was held on 23rd September, 2014. Detailed information on the meetings of the Board, its Committees and the AGM is included in the Report on Corporate Governance, which forms part of Annual Report.

4. DIVIDEND

To conserve the resources of profit and accumulated losses, your directors not recommended any dividend for the year.

5. AMOUNTS TRANSFERRED TO RESERVES

Due to accumulated losses company has not transferred any amount in reserve account.

6. FIXED DEPOSITS

During the financial year 2014-15, your Company has not accepted any deposit within the meaning of Sections 73 and 74 of the Companies Act, 2013 read together with the Companies (Acceptance of Deposits) Rules, 2014.

7. DETAILS OF SUBSIDIARY, JOINT VENTURE OR ASSOCIATES:

The Company does not have any subsidiary, joint venture or associate company.

8. DETAILS OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

The Board in its meeting held on 13th August, 2015 has appointed Shri Subhash Chandra Swarnkar as an Additional

Director as well as independent Director of the Company, not liable to retire by rotation. To hold office upto ensuing AGM

The Company has received notice in writing from the members as required under section 160 of the Companies Act,

2013 for proposal of appointment of Shri Subhash Chandra Swarnkar as a Director as well as independent director of the Company at the ensuing Annual General Meeting.

In the opinion of the Board the above said director fulfills the conditions specified in the Act and the Rules made there under as per the Clause 49 of the Listing Agreement

In accordance with provisions of Section 152 of the Companies Act, 2013 and the Company's article of association, Shri Romil Shah, Director retires by rotation at the forthcoming annual general meeting and being eligible offers himself for re-appointment.

At the Annual General Meeting held on 23rd September, 2014 Mrs. Shaila Jain and Mr Ramesh C Shah were appointed as an independent director of the Company pursuant to section 149 of the Companies Act, 2013 for a term of five consecutive years. None of the Independent Directors are due for re-appointment.

Mr. Ramesh S Shah Managing Director; Mr. Jitendra Kumar Sahu Chief Financial Officer and Ms. Neha Shukla (w.e.f. 30.05.2014) of the Company are designated as a Key Managerial Persons of the Company as per the provisions of the Companies Act, 2013.

DISQUALIFICATIONS OF DIRECTORS

During the year declarations received from the Directors of the Company pursuant to Section 164 of the Companies Act, 2013. Board appraised the same and found that none of the director is disqualified for holding office as director.

9. DECLARATION BY INDEPENDENT DIRECTORS

The Company has received declarations from all the Independent Directors of the Company confirming that they fulfill the criteria of independence as prescribed under sub-section (6) of section 149 of the Companies Act, 2013 and under Clause 49 of the Listing Agreement with the Stock Exchanges.

The following Directors are independent in terms of Section 149(6) of the Act and Clause 49 of the Listing Agreement:

i) Shri Ramesh C Shah

ii) Mrs. Shaila Jain

iii) Shri Subhash Chandra Swarnkar

10. DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 134(3) (c) of the Companies Act, 2013, the Directors confirm that::

a) In the preparation of the annual accounts for the financial year ended 31st March, 2015, the applicable accounting standards and Schedule III of the Companies Act, 2013 have been followed and there are no material departure from the same;

b) The directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company for the financial year ended 31st March 2015 and of the profit of the Company for year ended on that date.

c) The proper and sufficient care 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;

d) The annual accounts have been prepared on a 'going concern' basis;

e) Proper internal financial controls laid down by the directors were followed by the company and that such internal financial controls are adequate and were operating effectively; and

f) Proper system to ensure compliance with the provisions of all applicable laws were in place and that such systems were adequate and operating effectively.

11. FAMILIARIZATION OF INDEPENDENT DIRECTORS

The details of familiarization programme for Independent Directors have been disclosed on website of the Company www.biofilgroup.net.

12 . MEETING OF INDEPENDENT DIRECTORS

The Independent Directors met once during the year under review. The Meeting was conducted in an informal manner without the presence of the Managing Director, the Non-Executive Non-Independent Directors and the Chief Financial Officer.

13. COMMITTEES OF THE BOARD OF DIRECTORS

The Company has various committees which have been constituted as a part of the good corporate governance practices and the same are in compliance with the requirements of the relevant provisions of applicable laws and statutes. Your Company has an adequately qualified and experienced Audit Committee with Mrs. Shaila Jain (Chairman), Mr. Ramesh C Shah and Mr. Romil Shah, as Members. The recommendations of the Audit Committee were duly approved and accepted by the Board during the year under review.

The other Committees of the Board are:

(i) Nomination and Remuneration Committee

(ii) Stakeholders Relationship Committee

(iii) Internal Complain Committee under The Sexual harassment of Women at workplace (Prevention, Prohibition and Redressal) Act, 2013.

The details with respect to the composition, powers, roles, terms of reference, Meetings held and attendance of the

Directors at such Meetings of the relevant Committees are given in detail in the Report on Corporate Governance of the Company which forms part of this Annual Report.

14. STATEMENT INDICATING THE MANNER IN WHICH FORMAL ANNUAL EVALUATION HAS BEEN MADE BY THE BOARD OF ITS OWN PERFORMANCE, ITS DIRECTORS, AND THAT OF ITS COMMITTEES

Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, performance evaluation of the Board, it's Committee and the Independent Directors was carried out time to time. The manner in which the evaluation is carried out has been explained in the Corporate Governance Report. 15.. PARTICULARS OF LOAN, GUARANTEES AND INVESTMENTS UNDER SECTION 186

The Company has not provided any loans & guarantee and not made any investment pursuant to Section 186 of the Companies Act, 2013

16. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

During the financial year 2014-15, your Company has entered into transactions with related parties as defined under Section 2(76) of the Companies Act, 2013 read with Companies (Specification of Definitions Details) Rules, 2014, which were in the ordinary course of business and on arms' length basis and in accordance with the provisions of the Companies Act, 2013, Rules issued there under and Clause 49 of the Listing Agreement. During the financial year 2014-15, there were no transactions with related parties which qualify as material transactions under the Listing Agreement. Thus, disclosure in Form AOC-2 is not required. Details of related party transaction referred in Notes to Financial Statement

17 . CONSERVATION OF ENERGY, TECHNOLOGY, ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:

The particulars in respect of conservation of energy, technology absorption and foreign exchange earnings and outgo, as required under sub-section (3) (m) of section 134 of the Companies Act, 2013 read with Rule (8)(3) of the Companies (Accounts) Rules, 2014 are given as under :

(A) Conservation of Energy

The steps taken or impact on conservation of energy :

(i) Considering the production of the company there is no substantial expenditure on the consumption of energy, although adequate measures have been initiated to reduce energy consumption. (ii) The capital investment on energy conservation equipments: Nil

(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 three years reckoned from the beginning of the Financial Year): Nil.

(iv) Company has not incurred any expenditure on Research and Development during the year under review. Further there was neither inflow nor outflow of foreign exchange during the year. 1 8. STATEMENT IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROL WITH REFERENCE TO THE FINANCIAL STATEMENTS

Your Company has an Internal Control System commensurate with the size of the Company and nature of its business and the complexities of its operations. The audit committee of the board of directors actively review the adequacy & effectiveness of the internal control system and suggest improvements to strengthen the same. The audit committee of the board of directors and statutory auditors apprised of the internal audit finding and corrective action taken. The audit committee of the board of directors actively reviews the adequacy and effectiveness of the internal control systems and suggests improvements to strengthen the same. The company has a robust management information system, which is an integral part of the control mechanism.

The audit committee of the board of directors, statutory auditors and the business heads are periodically apprised of the internal audit findings and corrective actions taken. Audit plays a key role in providing assurance to the Board of director. Significant audit observations and corrective actions taken by the management are presented to the audit committee of the board. To maintain its objectivity and independence, the internal audit function reports to the chairman of the audit committee.

19. CORPORATE SOCIAL RESPONSIBILITY (CSR) POLICY

Provisions of section 135 of the Companies Act, 2013 does not apply to the Company, therefore Company has not constituted Corporate Social responsibility (CSR) committee as required under the Act.

20. REMUNERATION POLICY / DISCLOSURE RELATING TO REMUNERATION OF DIRECTORS, KEY MANAGERIAL PERSONNEL AND PARTICULARS OF EMPLOYEES:

In accordance with Section 178 and other applicable provisions if any, of the Companies Act, 2013 read with the Rules issued there under and Clause 49 of the Listing Agreement, the Board of Directors formulated the Nomination and Remuneration Policy of your Company on the recommendations of the Nomination and Remuneration Committee.

Details of policy covering these requirements has disclosed in corporate governance report.

Information required under Section 197 of the Companies Act, 2013 read with Rule 5 (1) Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 attached as ANNEXURE 2.

During the year none of the employee of the company is drawing remuneration of more than Rs.60,00,000/- per annum or Rs.5,00,000/- per month for the part of the year, therefore Particulars of the employees as required under Section 197 of Companies Act, 2013 read with rule 5 (2) & rule 5 (3) of Companies (Appointment and Remuneration) Rules 2014 are not applicable.

Further Company did not have any holding or subsidiary company therefore receipt of the commission or remuneration from holding or subsidiary company of the company as provided under section 197 (14) of Companies Act, 2013 is not applicable.

21. REPORTS ON MANAGEMENT DISCUSSION ANALYSIS REPORTS ON CORPORATE GOVERNANCE & MANAGEMENT DISCUSSION ANALYSIS

Pursuant to clause 49 of the listing agreement with stock exchanges, a separate section titled "Report on Corporate governance and Management discussion and Analysis" forms part of this Annual Report.

Certificate received from statutory auditor regarding confirming compliance with the conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement also forms parts of the Annual Report.

22. DISCLOSURE ON ESTABLISHMENT OF A VIGIL MECHANISM/WHISTLE BLOWER POLICY

The Company has a whistle blower policy to report genuine concerns or grievances. The details of establishment of the reporting mechanism are disclosed on the website of the Company (www.biofilgroup.net). No Person has been denied access to the Audit Committee

23. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS OF THE COMPANY.

There are no significant and/or material orders passed by the Regulators or Courts or Tribunals impacting the going concern status of the Company.

24. SECRETARIAL AUDIT

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the company has appointed M/s. L.N. Joshi & Co., Practicing Company Secretary, to undertake as the Secretarial Audit of the company. The Secretarial Audit report is included as ANNEXURE-3 and forms an integral part of this Report. With respect to the observations of the Secretarial Auditor, the Board replies hereunder:- Non Payment of Listing Fees with National Stock Exchange Limited:

The Company is suspended from the National Stock Exchange Limited and matter is still pending for revocation of suspension; hence no invoice is generated from NSE with respect to filling of listing fees. Although company is in compliance with the clauses of listing agreement and duly submitted all the necessary documents as per listing agreement in a prescribed frame of time.

Non Publication of Notice of Board meeting and Quarterly Results in news paper:

The Company immediately intimated about the Schedule of Board meeting and Quarterly Results to both the Stock Exchanges i.e. BSE Limited and National Stock Exchange Limited and same got published on the web portal of BSE Limited and also uploaded on the Website of the Company www.biofilgroup.net. Further, Audited Results of the Company and Notice Calling board meeting thereof got published in Hindi and English newspaper. Trading Approval for Reissue of 5712500 Forfeited Shares: The same has been explained in Point No 1.4 of Board Report.

25. STATUTORY AUDITORS

Pursuant to the provision of section 139 of the Act and the rules framed there under, M/s. S. N. Gadiya & Co, Chartered Accountants, were appointed as the statutory auditors of the Company from the conclusion of the 29th Annual General Meeting of the Company held on September 23, 2014 till the conclusion of the 32nd Annual General Meeting to be held in the year 2017, subject to ratification of their appointment at every Annual General Meeting held thereafter. A resolution for reappointment of M/s. S.N.Gadiya & Co., Chartered Accountants, as auditors for the remaining period from the conclusion of the ensuing 30th AGM till the conclusion of the 32nd AGM and for fixation of their remuneration for the year 2015-16 is being proposed in the notice of the ensuing AGM for the approval of the members. The Company has received from M/s. S.N.Gadiya & Co, Chartered Accountant a written consent for ratification of their appointment from the conclusion of the 30th AGM till the conclusion of the 32nd AGM and a certificate to the effect that their appointment shall be in accordance with the prescribed conditions and that the firm is not disqualified under the Companies Act, 2013.

EXPLANATION TO AUDITOR'S REMARKS

The Auditors in their report have referred to the notes forming part of the Accounts which are self-explanatory and does not contain any qualification, reservation or adverse remark or disclaimer.

Further there was no fraud in the Company, which was required to report by statutory auditors of the Company under sub-section (12) of section 143 of Companies Act, 2013.

26. COST AUDIT

The company does not falls within the provisions of Section 148 of Company's Act, 2013 read with the Companies (Cost records & Audit) Rules, 2014, therefore no such records required to be maintained and company is not required to appoint cost auditor for the financial year 2015-16. Further Cost Audit Report for Financial Year 2013-14 submitted by the Company.

27. CODE OF CONDUCT

The Company has laid down a code of conduct for all Board Members and senior management and independent directors of the Company. All the Board members including independent directors and senior management personnel have affirmed compliance with the code of conduct. Declaration on adherence to the code of conduct is forming part of the Corporate Governance Report.

28. STATEMENT INDICATING DEVELOPMENT & IMPLEMENTATION OF RISK MANAGEMENT POLICY:

The Board of Directors has adopted risk management policy for the Company which provides for identification, assessment and control of risks which in the opinion of the Board may threaten the existence of the Company. The Management identifies and controls risks through a properly defined framework in terms of the aforesaid policy.

29. MATERIAL CHANGES & COMMITMENTS, IF ANY AFFECTING THE FINANCIAL POSITION OF THE COMPANY

No material changes and commitments affecting the financial position of the company have occurred between the end of the financial year to which the financial statements relate and the date of this boards report.

30. ENVIRONMENT AND SAFETY

The Company is conscious of the importance of environmentally clean and safe operations. The Company's policy required conduct of operations in such a manner, so as to ensure safety of all concerned, compliances environmental regulations and preservation of natural resources.

31. SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013

The Company has in place an Anti Sexual Harassment Policy in line with the requirements of The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. An Internal Complaints Committee (ICC) has been set up to redress the Complaint received regarding sexual harassment. There was no case of sexual harassment reported during the year under review.

32. LISTING OF SHARES

Company's shares listed on Bombay Stock Exchange Limited & National Stock Exchange Ltd. The company has paid annual listing fee for financial year 2015-16 to Bombay Stock Exchange. Further listing of Shares has been suspended on National Stock Exchange Ltd. and matter is still pending for revocation of suspension.

33. INSURANCE:

The Company's assets are adequately insured against the loss of fire and other risk, as considered necessary by the Management from time to time. The Company has also taken adequate insurance cover for all movable & immovable assets and for all such types of risks, as considered necessary by the management from time to time.

34. BUSINESS RESPONSIBILITY REPORT:

Business responsibility reporting as required by clause 55 of the listing agreement with stock exchange is not applicable to your company for the financial year ending 31st March 2015.

35. DEPOSITORY SYSTEM

Your Company's shares are tradable compulsorily in electronic form and your Company has connectivity with both the Depositaries i.e. National Securities Depository Limited (NSDL) and Central Depository Service (India) Limited (CDSL). In view of the numerous advantage offered by the Depository System, members are requested to avail of the facility of Dematerialization of the Company's shares on either of the Depositories mentioned as aforesaid.

36. INDUSTRIAL RELATIONS:

Company's Industrial relations continued to be healthy, cordial and harmonious during the period under review.

37. ACKNOWLEDGMENT

Your director wish to place on record their appreciation for the contribution made by employees at all levels and only due to their hard work, solidarity and Support Company is on growth path. Your directors also wish to thank the customers, dealers, agents. Suppliers, banks and other stakeholders for their continued support and faith respond in the Company. We look forward to their continued support in the future.

For and on behalf of the Board of Directors Biofil Chemicals &Pharmaceuticals Ltd. Ramesh S. Shah Romil Shah

Place : Indore Managing Director Director

Date : 13/08/2015 (DIN: 00028819) (DIN: 00326110)


Mar 31, 2014

Dear Members,

The Directors have pleasure in presenting the 29th Annual Report of your company together with the Audited Financial Statements for the year ended on 31st March, 2014. The Financial Results of the company in the year under review are as under:

FINANCIAL AND OPERATIONAL PERFORMANCE

The Financial performance for the fiscal 2014 is summarized in the following table:

Rs. In Lacs PARTICULARS Year ended Year ended 31/03/2014 31/03/2013

Total Income 723.15 607.28

Total Expenditure 658.09 540.27

Profit/Loss Before Tax 65.06 67.01

Provision for taxation

* Income Tax 12.39 12.77

* Deferred Tax Assets/Liability 0.00 0.00

* Item Related to Earlier Year 1.00 0.00

Profit/Loss after tax 51.67 54.24

Paid up Equity Share Capital 1627.38 1627.38

Earnings Per Share 0.32 0.33

During the financial year your company has turnover of Rs. 723.15 Lacs in comparison to previous year''s turnover of Rs. 607.28 Lac and net profit of the company is Rs. 51.68 lacs in comparison to previous net profit of Rs. 54.24 lacs.

DIVIDEND

To conserve the resources of profit and accumulated losses, your directors not recommended any dividend for the year.

THE COMPANIES ACT, 2013

The Ministry of Corporate Affairs (MCA) has notified 282 sections of the Companies Act, 2013 (CA 2013) in tranches in September 2013 and March 2014 with majority of the sections as well as rules being notified in March, 2014. The Companies Act, 1956, continues to be in force to the extent of the corresponding provisions of the CA2013 which are yet to be notified. MCA vide circular dated April 4, 2014 has clarified that the financial statement and documents annexed therto, auditor''s report and board''s report in respect of financial year that have commenced earlier than April 1, 2014 shall be governed by the provisions of the Companies Act, 1956 and in line with the same, the Company''s financial statements, auditor''s report and Board''s report and attachments thereto have been prepared in accordance with the provisions of the Act, appropriate reference have been made in the report to the extent these provisions have become applicable effective April 1, 2014.

LISTING

The Equity Shares of the Company continue to remain listed on Bombay Stock Exchange Limited and National Stock Exchange of India Limited. The stipulated listing fees for Financial Year 2014-15 have been paid to all the mentioned Stock Exchanges.

DIRECTORS

Mr. Navneet Bagree, Director of the Company, resigned from the board with effect form 31st March 2014. The Board placed on records its appreciation and gratitude for his guidance and contribution to the Company.

Further Mrs. Shaila Jain and Mr. Ramesh Chimanlal Shah the existing independent directors are further proposed to be appointed as Independent Directors for a term of 5 years as per requirement of section 149 of the Companies Act, 2013 as well as Clause 49 of the Listing Agreement to hold the office till 31st March, 2019.

The Company has received notice in writing from the members as required under section 160 of the Act for proposal for appointment of all the Independent Directors of the Company at the ensuing Annual General Meeting.

The Independent Directors has submitted a declaration confirming that they meets the criteria for independence as provided in section 149(6) of the Act and is eligible for appointment as Independent Directors of the Company.

In the opinion of the Board the above said directors fulfills the conditions specified in the Act and the Rules made there under as the Clause 49 of the Listing Agreement for their appointment as Independent Directors of the Company.

As per the provisions of the Companies Act, 2013 and Article of Association of the Company, Mr. Romil Shah Director of the Company retire by rotation and being eligible offer himself for re-appointment.

DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to the requirement of Section 217(2AA) of the Companies Act, 1956, and based on the representation received from the operating management, the Directors hereby confirm that:

a. in the preparation of the annual accounts, the applicable accounting standards have been followed and there is no material departures;

b. they have selected such accounting policies and applied them consistently and made judgments and estimates that have been reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit of the company for the year under review;

c. they have taken proper and sufficient care to the best of their Knowledge and ability for the maintenance of adequate accounting records in accordance with the provision of this Act. They confirm that there are adequate systems and controls for safeguarding the assets of the company and for preventing and detecting frauds and other irregularities;

d. they have prepared the annual accounts for the financial year ended 31st March, 2014 on a going concern basis;

AUDITORS:

M/s S. N. Gadiya & Co., Chartered Accountants, Indore, statutory auditors of the Company, hold the office until the ensuing Annual General Meeting. The said Auditors have furnished the Certificate of their eligibility for re-appointment.

Pursuant to the provisions of section 139 and other applicable provisions, if any, of Companies Act, 2013 read with Rule 3 of Companies (Audit and Auditors) Rules, 2014, it is proposed to appoint M/s S. N. Gadiya & Co., Chartered Accountants (ICAI Firm Registration No. 002052C), the retiring Auditors of the Company as Statutory Auditors of the Company from the conclusion of this Annual General Meeting (AGM) until the conclusion of the Thirty Second AGM of the Company to be held in the year 2017 (subject to ratification of their appointment at every AGM) on such remuneration as may be decided & fixed by the board on the recommendations of the Audit Committee.

The Auditors'' Report read with notes to accounts are self-explanatory and do not call for any comments from the Directors.

FIXED DEPOSITS

Your company has not accepted or invited any deposits from public within the meaning of Section 58A and 58AA of the Companies Act, 1956, during the year under review and that there is no overdue unpaid/unclaimed deposit as at 31st March, 2014.

COST AUDITORS:

Pursuant to the directives of the Central Government under the provisions of section 148 and all other applicable provisions of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules 2014, the Company is not required to appoint the Cost Auditors for the year 2014-15. The Cost Audit Report for the year 2013-14 will be filed to the Central Government within the stipulated time.

ENERGY CONSERVATION AND OTHER REPORTING:

The Company''s operations do not involve substantial consumption of energy in comparison to cost of production, however possible energy conservation measures have been implemented with a view to conserve and optimize the use of energy

Technology absorption:

The Company has neither purchased within India nor imported any technology.

Foreign Exchange Earnings and Outgo : Rs. Nil

Total foreign exchange earned : Rs. Nil

Total foreign exchange used : Rs. Nil

REISSUE OF FORFEITED SHARES:

The members are aware that during the financial year 2010-2011 Board of the directors have reissued the 5712500 forfeited equity shares to promoters and non promoters with the permission of the members. The company has made the application to stock exchanges but trading confirmation for above said shares are still pending with the stock exchanges.

INSURANCE:

The Company has taken adequate insurance cover for all movable & immovable assets for various types of risks, as considered necessary by the management from time to time.

INDUSTRIAL RELATIONS:

Company''s Industrial relations continued to be healthy, cordial and harmonious during the period under review.

AUDIT COMMITTEE

Under the provisions of Companies Act, 2013 and Listing Agreement with the Stock Exchanges an Audit Committee Comprises of Shri Romil Shah, Non Executive Director , Smt. Shaila Jain and Shri Ramesh Chimanlal Shah, Independent directors of the Company.

PARTICULARS OF EMPLOYEES

The Company did not have any employee, during the year drawing remuneration attracting the provision of section 217 (2A) of the Companies Act, 1956 read with the Companies (particulars of employees) Rule 1975.The company continued to have cordial and harmonious relations with employees. In totality our employees have shown a high degree of maturity and responsibility in responding to the changing environment, economic and the market condition.

CODE OF CONDUCT

The Company has laid down a code of conduct for all Board members and senior management of the Company. All the Board members and senior management personnel have affirmed compliance with the code of conduct.

DEPOSITORY SYSTEM

Your Company''s shares are tradable compulsorily in electronic form and your Company has connectivity with both the Depositaries i.e. National Securities Depository Limited (NSDL) and Central Depository Service (India) Limited (CDSL). In view of the numerous advantage offered by the Depository System, members are requested to avail of the facility of Dematerialization of the Company''s shares on either of the Depositories mentioned as aforesaid.

CORPORATE GOVERNANCE

A separate section titled "Corporate Governance" including a certificate from the Auditors of the Company confirming compliance of the conditions of the Corporate Governance as stipulated under clause 49 of the Listing Agreement and also the Management Discussion and Analysis Report and CFO certification are annexed hereto and form part of the report.

GREEN INITIATIVE IN CORPORATE GOVERNANCE

The Company since the last three years in line with ''Green Initiative'' circular issued by Ministry of Corporate Affairs (MCA) effected electronic delivery of the Notice of Annual General Meeting and Annual Reports previously to those shareholder whose email ids were registered with respective depositories Participants and downloaded from the depositories viz. National Securities and Depositories Limited (NSDL) / Central Depository Services (India) Ltd. (CDSL). SEBI have also in line with MCA circular and as provided in Clause 32 of the Listing Agreement executed with the stock exchange, permitted listed entities to supply soft copies of full annual reports to all those shareholder who have registered their email addresses for the purpose. The Companies Act, 2013 and underlying rules also permit the dissemination of financial statements in electronic mode to the shareholder. Your directors are thankful to the shareholder for actively participating in the green initiative and seek your continued support for implementation of the green initiative. One blank form is also annexed with the notice of the Company for those shareholders who have not yet registered their email id with the company to register their email id. Kindly fill up the form and return back to us and support the Green Initiative.

ACKNOWLEDGMENT:

Your director wish to place on record their appreciation for the contribution made by employees at all levels and only due to their hard work, solidarity and Support Company is on growth path. Your directors also wish to thank the customers, dealers, agents. Suppliers, investors, banks and other stakeholders for their continued support and faith respond in the Company. We look forward to their continued support in the future.

For and on behalf of the Board

Sd/- Sd/- Ramesh S. Shah Romil Shah Place : Indore Managing Director Director Date 30/05/2014 (DIN: 00028819) (DIN: 00326110)


Mar 31, 2013

To The Members of Biofil Chemicals and Pharmaceutical Limited

The Directors have pleasure in presenting the 28th Annual Report of your company together with the Audited statements Accounts for the year ended on 31st March, 2013. The Financial Results of the company in the year under review are as under:

FINANCIAL AND OPERATIONAL PERFORMANCE Rs. In Lacs

PARTICULARS Year ended Year ended 31/03/2013 31/03/2012

Total Income 607.28 631.61

Total Expenditure 540.27 615.52

Profit/Loss Before Tax 67.01 16.09 Provision for taxation

- Income Tax 12.77 1.04

- Deferred Tax Assets/Liability 0.00 0.00

Profit/Loss after tax 54.24 15.05

Paid up Equity Share Capital 1627.38 1627.38

Earning per Share 0.33 0.09

During the financial year your company has turnover of Rs. 607.28 Lacs in comparison to previous year''s turnover of Rs. 631.61 Lac and net profit of the company is Rs. 54.24 lacs in comparison to previous net profit of Rs. 15.05 lacs.

In 2012-2013 company has received Job Work Income while in previous year income was from trading of goods, therefore company has earned more profit in comparision to previous year.

DIVIDEND

To conserve the resources of profit and accumulated losses, your directors not recommended any dividend for the year under review.

DIRECTORS

In accordance with the provisions of the Companies Act, 1956 and as per Articles of Association of the Company Shri Ramesh Chimanlal Shah, retires by rotation at the forthcoming Annual General Meeting, and being eligible, offer himself for re-appointment.

PUBLIC DEPOSITS

Your Company has not accepted any Public deposit within the meaning of section 58A of the Companies Act 1956, read with the Companies (Acceptance of Deposit) Rules, 1975

REISSUE OF FORFEITED SHARES

The members are aware that during the financial year 2010-2011 Board of the directors have reissued the 5712500 forfeited equity shares to promoters and non promoters with the permission of the members. The company has made the application to stock exchanges but listing confirmation for above said shares are still pending with the stock exchanges.

DIRECTOR''S RESPONSIBILITIES STATEMENT.

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956, with respect to Director''s Responsibility statement, it is hereby confirmed:

i) That in the preparation of the annual accounts for financial year ended 31st March, 2013; the applicable accounting standards have been followed along with proper explanation relating to material departure;

ii) that the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of financial year and of the profit of the Company for the year and review.

iii) that the Directors have taken proper and sufficient care of the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv) that the Directors have prepared the annual accounts on a going concern basis.

AUDITORS:

M/s S. N. Gadiya & Co., auditors of the company, retires as the auditors at the ensuing Annual General Meeting and being eligible, offers them for reappointment.

AUDITORS REPORT

The Report of Auditors of the Company for the year under reference is self-explanatory and do not call for any comments from the Directors.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS & OUTGO

Pursuant to Section 217(1) (e) of the Companies Act, 1956 read with the Companies (Disclosures of particulars in the Report of Board of Directors) Rules 1988, the Poultry is exempted. Further the Company''s operations do not involve substantial consumption of energy in comparison to cost of production, However possible energy conservation measures have been implemented with a view to conserve and optimize the use of energy.

TECHNOLOGY ABSORPTION:

The Company has neither purchased within India nor imported any technology. Foreign Exchange Earnings and Outgo : Rs. Nil

Total foreign exchange earned : Rs. Nil

Total foreign exchange used : Rs. Nil

COST AUDITORS

As per the requirements of the Central Government and pursuant to the provisions of Section 233B of the Companies Act, 1956 the audit of the Cost Accounting record maintained by the company for product and services covered under MCA cost Audit order. The Company has appointed Shri. Vijay P. Joshi, Cost Auditor, Indore to audit the cost accounts for the year 2012-13 commencing from 1st April, 2012 to 31st March, 2013 for which approval from the Central Government is granted. The Cost Audit Report in respect of financial year 2012-13 will be filled on or before the due date.

PARTICULARS OF EMPLOYEES

The Company did not have any employee, during the year drawing remuneration attracting the provision of section 217 (2A) of the Companies Act, 1956 read with the Companies (particulars of employees) Rule 1975.The company continued to have cordial and harmonious relations with employees. In totality our employees have shown a high degree of maturity and responsibility in responding to the changing environment, economic and the market condition.

CORPORATE GOVERNANCE

A separate section titled "Corporate Governance" including a certificate from the Auditors of the Company confirming compliance of the conditions of the Corporate Governance as stipulated under clause 49 of the Listing Agreement and also the Management Discussion and Analysis Report and CEO certification are annexed hereto and form part of the report.

AUDIT COMMITTEE

Under the provisions of Companies Act, 1956 and Listing Agreement with the Stock Exchanges a Audit Committee Comprises of Shri Ramesh C. Shah, Smt. Shaila Jain, and Shri Navneet Bagree.

CODE OF CONDUCT

The Company has laid down a code of conduct for all Board members and senior management of the Company. All the Board members and senior management personnel have affirmed compliance with the code of conduct.

DEPOSITORY SYSTEM

Your Company''s shares are tradable compulsorily in electronic form and your Company has connectivity with both the Depositaries i.e. National Securities Depository Limited (NSDL) and Central Depository Service (India) Limited (CDSL). In view of the numerous advantage offered by the Depository System, members are requested to avail of the facility of Dematerialization of the Company''s shares on either of the Depositories mentioned as aforesaid.

INSURANCE

The Company''s assets are adequately insured against the loss of fire and other risk, as considered necessary by the Management from time to time .The Company has also taken insurance cover for any claims /losses arising out of its core business of security broking.

ACKNOWLEDGMENT:

Your director wish to place on record their appreciation for the contribution made by employees at all levels and only due to their hard work, solidarity and Support Company is on again growth path. Your directors also wish to thank the customers, dealers, agents. Suppliers, investors, banks and other stakeholders for their continued support and faith respond in the Company. We look forward to their continued support in the future.

For and on behalf of the Board

Sd/- Sd/-

Ramesh S. Shah Romil Shah

Managing Director Director


Mar 31, 2010

The Directors hereby present the 25th Annual Report of the Company together with the Audited Accounts for the year ended 31st March, 2010.

FINANCIAL PERFORMANCE Rs. In Lacs

Year ended Year ended 31/03/2010 31/03/2009

Total Income 314.92 154,01

Total Expenditure 218.20 137.85

Operation Profit and loss before Depreciation 96.72 16.16

Depreciation 10.73 10.86

Written of Preliminary Expenses 31.50 31.50

Profit/Loss before tax 54.48 (26.20)

Provision for tax MAT

Provision for F.B.T - 0.12

Profit/Loss after tax 54.48 (26.32)



The year under review your company performed better than previous year Even during the slugg sh market condition your company was able to achieve total income of Rs. 314.92 Lacs in comparison to previous years total income of Rs. 154.01 Lacs and this time company earned net profit of Rs. 54.48 lacs in comparison to previous years net loss of Rs. 26.30 lacs.

BUSINESS REVIEW

In order to enhance shareholder value and to sustain profitable working, Board of Directors of the Company has entered into Tri party agreement with HLL Lifecare Limited (Formerly Hindustan Latex Ltd) an undertaking of Government of India and with Cyano Pharma Limited. As per the agreed terms Company has provided manufacturing facility to HLL Lifecare Limited for manufacturing of Iron and Folic Acid Tablets {IFA) and other Pharmaceuticals products as required by HLL. IFATablets have huge demand in domestic market. Tie up with such a renowned business group will definitely benefit the Company. Being a Government of INDIA concern HLL gets priority in State and Central Government Pharmaceuticals Business.

Board of Directors have also decided to start the Plastic Division for Manufacturing of Sprinkler Jets required for Irrigation purposes, this tool basically saves water requirement. For the manufacturing of Sprinkler Jets Board of Director of your company have placed advance order of Machineries and Dies. Directors are hopeful that in forthcoming fiscal year there will be substantiality growth in the companys turnover and the company will be able to achieve its long term business objectives.

DIVIDEND

In order to set off previous year losses and inadequate profit, your directors not recommended any dividend for the year under review.

PUBLIC DEPOSIT

During the year the company did not invite public deposits within the meaning of section 58A of the companies Act, 1956 and rules made thereunder.

DIRECTORS

During the year Shri Ramesh Chimanlal Shah, Director of the company retires by rotation at the forthcoming Annual General Meeting, and being eligible, offer himself for re-appointment.

DIRECTORS RESPONSIBILITIES STATEMENT.

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956, with respect to Directors Responsibility Statement, it is hereby confirmed:

i) that in the preparation of the annual accounts for financial year ended 31st March, 2010 the applicable accounting standards have been followed along with proper explanation relating to material departure;

ii) that the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of financial year and of the loss of the Company for the year and review.

iii) that the Directors have taken proper and sufficient care of the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv) that the Directors have prepared the annual accounts on a going concern basis depends upon the restructuring of the project.

AUDITORS

The Auditors S.N. Gadiya & Company, Chartered Accountants, statutory Auditors of the company, retires and being eligible, offer themselves for re-appointment.

AUDITORS REPORT

The Auditors in their report have referred to the notes forming part of the Accounts which are self-explanatory and do not require any explanation.

DISCLOSURE OF SPECIAL PARTICULARS

Information as per section 217 (1) (e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the

Report of the Board of Directors) Rules, 1988 for the year ended 31st March 2010.

I. CONSERVATION OF ENERGY

The Companys operations do not involve substantial consumption of energy in comparison to cost of production, however possible energy conservation measures have been implemented with a view to conserve and optimize the use of energy.

II. TECHNOLOGY ABSORPTION

The Company has neither purchased within India nor imported any technology.

Foreign Exchange Earnings and Outgo:

Foreign Exchange Earnings and Outgo : Rs. Nil

Total foreign exchange earned Rs. Nil

Total foreign exchange used Rs. Nil

III. PARTICULARS OF THE EMPLOYEE

There was no employee during the year drawing remuneration attracting provisions of section 217 (2A) of the Companies Act, 1956 read with the companies (particulars of Employees) Rules 1975.

CORPORATE GOVERNANCE

A Report on the Corporate Governance code along with a certificate from the Auditors of the Company regarding the compliance of conditions of Corporate Governance as stipulated under clause 49 of the Listing Agreement as also the Management Discussion and Analysis Report are annexed to this report.

AUDIT COMMITTEE

Under the provisions of Companies Act, 1956 and Listing Agreement with the Stock Exchanges an Audit Committee Comprises of Mr. Ramesh Chimanlal Shah, Mr. Navneet Bagree and Ms. Shaila Jain.

DEPOSITORY SYSTEM

Your Companys shares are tradable compulsory in electronic form and your Company has connectivity with both the Depositories i.e. National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL). In view of the numerous advantage offered by the Depository System, members are requested to avail of the facility of Dematerialization of the Companys shares on either of Depositories as aforesaid.

ACKNOWLEDGEMENTS

The Directors wish to place on record their appreciation for the devoted services rendered by the staff members of the Company. Your Company & Directors wish to extend sincere thanks to specially HLL, customers, Banks, along with all the Shareholders of the Company for extending their sincere support and hope that the same support will be extended in future also.

Place : Indore for and on behalf of the Board

Date : 31/05/2010

Ramesh Shah Romil Shah Managing Director Director

 
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