BOARD'S REPORT

To

The Members of

Biofil Chemicals and Pharmaceuticals Limited

Your 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:

1.2 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.

18. 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 StockExchanges i.e. BSE Limited and National Stock Exchange Limited and same got published on the web portal of BSELimited and also uploaded on the Website of the Company www.biofilgroup.net. Further, Audited Results of theCompany 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 Managing Director (DIN: 00028819)

Romil Shah  Director  (DIN: 00326110) 

Place : Indore

Date : 13/08/2015