Directors Report of Bacil Pharma Ltd.

Mar 31, 2014

Dear Members,

The Directors have pleasure in submitting the Annual Report along with the audited statement of accounts for the year ended March 31,2014.

FINANCIAL HIGHLIGHTS & PERFORMANCE

Due to stringent norms for export of agricultural produce, the Gross turnover including other receipts during the year was Rs. 5,81,822/- as compared to Rs. 1,07,45,507/- in the previous year. The company incurred a net loss of Rs. 10,90,871/- for the year as compared to net loss of Rs. 2,14,603/- in the previous year.

The Company was unable to procure any Export Order of Agro Products and no shipment was exported during the year under review.

No activities were carried out at the plant of the company and the expenses pertaining to the said facility were included under the head project pre-operative expenses pending allocation, as per past practice.

The Directors have also considered the sale/dispose off the Industrial Undertaking of the Company consisting of plots of Industrial Land including factory Building and Plant & Machinery situated at MIDC, Lote Parshuram, Dist. Ratnagiri, and suitable steps will be taken in this regard.

CORPORATE GOVERNANCE

Your Company has ever been an ardent practitioner of the core values of corporate governance. A separate report on Corporate Governance is attached herewith.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to Section 217(2AA) of the Companies Act, 1956 the Directors confirm that:

1) In the preparation of the annual accounts, the applicable accounting standards had been followed;

2) Appropriate accounting policies as mentioned in Note No. 1 have been applied consistently and have made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2014 and of the loss for the year ended on that date;

3) Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

4) The annual accounts have been prepared on a going concern basis.

DIRECTORS

Mr. Shirish Shetye, Director retire by rotation and being eligible offer himself for reappointment. The Board proposes to re-appoint Mr. Shirish Shetye as Non-executive Independent Director for period of five years.

Mr. Shirish Shetye is Practicing Company Secretary and has vast experience in company matters. The Board recommends his appointment.

Mr. Lalit Jain B.Com, LL.B. has vast business experience and the Company will be benefited with his knowledge and experience. The Board recommends his appointment.

The Board also proposes to appoint Mr. Lalit Jain as Non-executive Independent Director for a period of five years.

LISTING AGREEMENT

The Shares of the Company are listed on Bombay Stock Exchange Ltd. (BSE), Ahmedabad Stock Exchange Ltd. (ASE) and The Delhi Stock Exchange Association Ltd. (DSE) and have paid Annual Listing Fees for the year 2014-2015 to BSE. The Company has initiated the process of voluntarily delisting of its securities from ASE and DSE.

PERSONNEL

No employee is receiving remuneration beyond the limit prescribed under the provisions of Section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975 as amended up to date.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNING AND OUTGO

Since the Company has not commenced any manufacturing activity, information about Conservation of energy and technology absorption is not applicable.

The Company has no foreign exchange earning and outgo during the year under review.

AUDITORS

M/s. A. W. Ketkar & Co., Chartered Accountants, Auditors of the Company retires on conclusion of the ensuing Annual General Meeting. They are eligible for reappointment and members are requested to appoint the auditors.

ACKNOWLEDGEMENT

The Board wishes to place on record its appreciation for the valuable Co-operation and support extended by Employees, Registrars and other agencies. We are also grateful to all the Shareholders for reposing their confidence in the Company.

By Order of the Board of Directors

Place : Mumbai PRAKASH SHAH SHIRISH SHETYE Dated : August 28, 2014 Director Director

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Mar 31, 2010

The Directors have pleasure In submitting the Annual Report along with the audited statement of accounts for the year ended Match 31, 2010.

FINANCIAL HIGHLIGHTS

The Company was unable to procure any Export Order of Agro Products and no allotment was exported during the yea under review.

The Income from operation during the year was Rs. 1.28,000/- as compared to Rs. 16.21,994/- In the previous year. Due to loss for the current year, your Directors are unable to recommend any dividend.

No activities were carried out at the plant of the company and the expenses pertaining to the said facility were Included under the head project pre-operative expenses pending allocation, as per post practice.

CORPORATE GOVERNANCE

Your Company has ever been an ardent practitioner of the core values of corporate governance. A separate report on Corporate Governance is attached herewith.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 217(2AA) of the Companies Act. 1956 the Directors confirm that:

1] In the preparation of the annual accounts, the applicable accounting standards had been followed;

2) Appropriate accounting policies as mentioned In Schedule No. 12 have been selected and applied consistently and hove mode judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31 st March, 2010 and of the loss for the year ended on that date;

3) Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other Irregularities;

4) The annual accounts have been prepared on a going concern basis. DIRECTORS

Dr. L. L. Hingoranl, Director retire by rotation and being eligible offer himself for reappointment.

LISTING AGREEMENT

The Shares of the Company ore listed on Bombay Stock Exchange Ltd. (BSE), Ahmedabad Stock Exchange Ltd. (ASE) and The Delhi Stock Exchange Association Ltd. (DSE) and have paid Annual Listing Fees for the year 2010-2011 to BSE. The Company has Initiated the process of voluntarily delisting of Its securities from ASE and DSE.

PERSONNEL

No employee is receiving remuneration beyond the limit prescribed under the provisions of Section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975 as amended up to date.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNING AND OUTGO

Since the Company has not commenced any manufacturing activity, Information about Conservation of energy and technology absorption Is not applicable.

The Company has no foreign exchange earning and outgo during the year under review.

AUDITORS

M/s. A. W. Ketkar & Co., Chartered Accountants, Auditors of the Company retires on conclusion of the ensuing Annual General Meeting. They are eligible lor reappointment and members are requested to appoint the auditors.

ACKNOWLEDGEMENT

The Board wishes to place on record Its appreciation for the valuable Co operation and support extended by Employees, Registrars and other agencies. We are also grateful to all the Shareholders for reposing their confidence In the Company.

By Order of the Board of Directors

Place: Mumbai PRAKASH SHAH SHIRISH SHETYE

Dated: May 31,2010 Director Director