Bacil Pharma Limited
Your Directors have pleasure in presenting their 30th Annual Report on the business andoperations of the company together with the Audited Statement of Accounts for the yearended 31st March 2017.
Total Income during the year was Rs. 16 98385/- as compared to Rs. 6 25454/- in theprevious year. The net loss incurred during the year was Rs. 20640/- as compared to netloss of Rs. 6 70566 in the previous year. In absence of any profits the Directors arenot recommending any dividend. Due to recession prevailing in the market the Company hasnot taken any new project and is exploring new and suitable areas of business todiversifying its activities.
State of Company's Affairs and Future Outlook
During the period under consideration the Company in spite of all the efforts couldnot commence any business activities. The management is in advance stage to finalize thesale of undertaking i.e. land building plant and Machinery and accessories.
As informed earlier the shareholders at the annual general meeting held on 30thSeptember 2014 granted Approval for lease sale/disposal of the Industrial undertakingincluding two leasehold land plots. Management has explored the possibility to sale theundertaking but could not find a suitable buyer and consequently negotiated to lease outthe assets to a party but no final decision was taken. The said party on the contraryfiles the case for specific performance and made contrary claims which was contested atrespective levels and the court through settlement and reconciliation process has nowsettled the same and the matter has been resolved.
Impairment of Assets
The Management is the view of that there will be substantial amount of loss due toimpairment of the Assets i.e. Plant & Machinery and Factory Building on account ofcontinuation corrosion and rusting due to unit being situated in Chemical Zone and non-useof these assets even though all steps were taken by Management for upkeep of the same. Noestimated loss is provided in the books of accounts due to possible impairment of assets;the same will be accounted on sale / disposal of assets.
Company has conducted postal ballot on 8th Day of June 2017 for disposing off the Landbuilding Plant & machinery and accessories situated at D-11 /12 MIDC LoteParshuram Industrial Area Taluka Khed Dist. Ratnagiri-415722 and adjourning plot No.AtD-11/1/1 of the Company Resolution for the same has been passed by majority.
Management is now in the process of negotiation of sale of the undertaking with partyand negotiations are in advance stage for completing the sale of the undertaking.
Extract of Annual Return
The extract of Annual Return in format MGT -9 for the Financial Year 2016-17 has beenenclosed with this report.
Number of Board Meetings
During the Financial Year 2016-17 Six meetings of the Board of Directors of thecompany were held. The date of the meetings of the board held is as under-
|Date of Meeting ||Total Strength of the Board ||No. of Directors Present |
|1 30/05/2016 ||4 ||4 |
|2 13/08/2016 ||4 ||4 |
|3 15/11/2016 ||4 ||4 |
|4 30/01/2017 ||4 ||4 |
|5 14/02/2017 ||4 ||4 |
|6 31/03/2017 ||4 ||4 |
Independent Directors' Meeting
During the year under review Independent Directors met on 31st March 2017inter-alia to discuss:
Evaluation of the performance of Non-Independent Directors and the Board aswhole.
Evaluation of the performance of the Chairman of the Company taking intoaccount the views of the Executive and Non-Executive Directors.
Evaluation of the quality quantity content and timeless of flow of informationbetween the management and the Board.
Particulars of Loan Guarantees and Investments under Section 186
Complete details of LGSI covered under Sec 186 of Companies Act 2013 as Attached inthe financial statements and notes there under.
Particulars of Contracts or Arrangements with Related Parties
All contracts / arrangements / transactions entered by the Company during the financialyear with related parties were in the ordinary course of business and on an arm's lengthbasis. During the year the Company had not entered into any contract / arrangement /transaction with related parties which could be considered material in accordance with thepolicy of the Company on materiality of related party transactions The Policy onmateriality of related party transactions and dealing with related party transactions asapproved by the Board.
Conservation of Energy Technology Absorption Foreign Exchange Earnings and Outgo
Since the Company is not engaged in any activities the particulars relating toconservation of energy technology absorption Foreign Exchange Earnings and Outgo in theCompanies (Disclosure of Particulars in the Report of the Board of Directors) Rules 1988are not applicable.
Risk Management Policy
During the year of review company engaged in the process of Risk Management andevaluate the elements of business risk. The risk management framework defines the riskmanagement approach of the company and includes periodic review of such and alsodocumentation mitigating controls and reporting mechanism of such risk.
Details of Directors and Key Managerial Personnel
|Name and Address ||Designation ||Date of Appointment ||DIN/PAN |
|1 Mr. SHIRISH SURYAKANT SHETYE 603VastuShilpShree VastuEnclave RajmataJijab ai MargP ump HouseAndheri(East) Mumbai - 400093 Maharashtra India ||Non-executive |
|25/03/2003 ||00148086 |
|2 Mr. PRAKASH BHOORCHAND SHAH 13 PremNiwas 652Dr.AmbedkarRoad Khar Mumbai - 400052Maharashtra india ||Director ||09/08/1990 ||01136800 |
|3 Mr. LALIT JAIN 10th A Heavy Industrial Area Jodhpur - 342001 Rajasthan India ||Non-executive |
|24/02/2012 ||00941024 |
|4 Ms. SNEHA PRAKASH SHAH 13 PremNiwas 652 Dr.Ambedkar Road Khar Mumbai - 400052 Maharashtra India ||Director ||31/03/2015 ||07144208 |
|5 Mr. MAN MOHAN GHILDYAL B-25 Sanman Co-Op. Hsg. Society PakhdiKharigaon Kalwa (west) Thane - 400605 Maharashtra India ||Manager ||10/06/2002 ||AFVPG9931N |
|6 Mr. JAYESH R. PATIL 23A/3 BhaiBandarkar Colony Cpt. P. P. Road Cuffe Parade Mumbai - 400005 Maharashtra India ||CFO ||31/03/2015 ||ATPPP3597F |
In accordance with the provisions of the Act and the Articles of Association of theCompany Mr. Prakash Shah who is liable to retire by rotation and being eligible offershimself for reappointment.
The Company has received Declarations from all the Independent Directors of the Companyconfirming that they meet the criteria of independence as prescribed both under the Actand under SEBI (LODR) Regulations 2015.
Formal Annual evaluation has been made by the Board of its own Performance and that ofits Committees & Individual Directors during the meeting of Board of Directors and bycommon discussion with concerned persons.
Particulars of Employees
During the year there was no employee in receipt of remuneration as prescribed in theRule 5(2) of the companies (Appointment and Remuneration of managerial personnel) Rules2014.
The Audit Committee comprises Independent Director namely Mr. Shirish S. Shetye(Chairman) Mr. Lalit Jain and Mr. Prakash B. Shah as other member. Recommendations madeby the Audit Committee were accepted by the Board.
Nomination & Remuneration Committee Policy
In compliance with section 178 of the Act and Provisions of the SEBI (LODR)Regulations 2015 the Board has constituted "Nomination and RemunerationCommittee" which comprises Non-executive Directors namely Mr. Shirish S. Shetye(Chairman) Mr. Lalit Jain and executive director Mr. Prakash B. Shah as other member.
The Board has framed a policy for selection and appointment of Directors SeniorManagement and their remuneration.
Transfer of Amounts to Investor Education and Protection Fund
There are no amounts due and outstanding to be credited to investor Education andProtection Fund as at 31stMarch 2017.
Disclosure on Establishment of a Vigil Mechanism
The Company has Vigil Mechanism/Whistle Blower Policy to deal with instance of fraudand mismanagement if any. No personnel had been denied access to the Audit Committee tolodge their grievances.
Disclosures under Sexual Harassment of Women at Workplace (Prevention Prohibition& Redressal) Act 2013
There were no complaints reported under the prevention of Sexual Harassment of Women atWorkplace (Prevention Prohibition & Redressal) Act 2013.
Fraud Reporting (Required by Companies Amendment Bill 2014)
No Fraud reported / observed during the financial year 2016 -17.
M/s. A.W.Ketkar&Co. Chartered Accountants (Firm Registration No105006W) theoutgoing auditors has completed his term as Statutory Auditor at the conclusion of thisAnnual General Meeting and It is proposed to appoint M/s Laxmikant Kabra& Co.Chartered Accountants (Registration No. 117183W) as Statutory Auditor of the Company forthe period of 5 Years to hold office from the conclusion of 30th Annual General Meeting ofthe Company till the conclusion of the 35 Annual General Meeting subject to ratificationby members at each Annual General Meeting.
The Company has received a letter from M/s. Laxmikant Kabra& Co. CharteredAccountants to the effect that their appointment if made would be within the prescribedlimit under Section 141(1)(g) of the Companies Act 2013 and that they are willing to actas Statutory Auditors of the Company. As required under Regulation 33 of the SEBI (LODR)Regulations 2015 the Auditors have also confirmed that they hold a valid certificateissued by the Peer Review Board of the Institute of Chartered Accountants of Indiapursuant to Section 139(2) of the Act.
Notes on financial statement referred to in the Auditors' Report are self-explanatoryand do not call for any further comments. The Auditors' Report does not contain anyqualification reservation or adverse remark.
Secretarial Audit Report
Secretarial Audit was conducted during the year by the Secretarial Auditor M/s AmrutaKothari & Associates Practicing Company Secretaries Mumbai in accordance withProvisions of Section 204 of the Act. The Secretarial Auditors Report is attached asAnnexure II and forms part of this Report. There are Qualifications or Observations orremarks made by the Secretarial Auditor in the report.
Management reply to the observation raised in the Secretarial Audit Report is as under:
|Observation ||Reply |
| Non-Compliance under section 203 of The Act with respect to the appointment of Company Secretary. ||Considering the size and operations of the company the company is unable to find a suitable candidate for appointment as Company Secretary. |
| Non-compliance under section 93 of the Act with respect to the filling of MGT-10 with the ROC within prescribed time limit. ||As the Company has reclassified the promoter and promoter group and management of the Company has been changed in accordance with SEBI (SAST) Regulations 2011 the management is of opinion that there is no requirement of filling MGT-10 in this case. forms pending to be filled in due course. |
| Non-Compliance under section 179 of the act with respect to the filling of MGT 14 for every quarter result approval and Directors report approval. || |
Requirements of Appointment of Cost Auditors of the company are not applicable to thecompany.
The Company's equity shares are listed at BSE Limited and ASE Limited and the AnnualListing Fees for the year 2016-2017 has been paid for BSE Limited and other stockexchanges are non-functional so fees not paid for that.
Directors Responsibility Statement
In accordance with the provisions of Section 134(5) of the Companies Act 2013 yourdirectors confirm that:
a) In the preparation of the annual accounts for the financial year ended 31st March2017 the applicable accounting standards had been followed along with proper explanationrelating to material departures;
b) The directors had selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the Company as at 31st March 2017.
c) The directors had taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013 forsafeguarding the assets of the company and for preventing and detecting fraud and otherirregularities;
d) The directors had prepared the annual accounts on a going concern basis;
e) The directors had devised proper systems to ensure compliance with the provisions ofall applicable laws and that such systems were adequate and operating effectively.
The Directors express their sincere appreciation to the valued shareholders bankersprofessionals clients and devoted employees for their support.
| ||For and on behalf of the Board of Directors |
| ||Bacil Pharma Limited |
| ||Mr. Prakash Bhoorchand Shah ||Mr. Shirish Shetye |
| || || |
| ||Director ||Director |
|Place: Mumbai ||DIN-01136800 ||DIN-00148086 |
|Date: 01.09.2017 || || |