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