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Bacil Pharma Ltd.

BSE: 524516 Sector: Health care
NSE: N.A. ISIN Code: INE711D01018
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VOLUME 1
52-Week high 10.50
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P/E
Mkt Cap.(Rs cr) 4
Buy Price 0.00
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Sell Price 6.17
Sell Qty 1285.00
OPEN 6.17
CLOSE 6.17
VOLUME 1
52-Week high 10.50
52-Week low 3.20
P/E
Mkt Cap.(Rs cr) 4
Buy Price 0.00
Buy Qty 0.00
Sell Price 6.17
Sell Qty 1285.00

Bacil Pharma Ltd. (BACILPHARMA) - Director Report

Company director report

To

The Members

Bacil Pharma Limited

Your directors have pleasure in presenting their 29th Annual Report on the business andoperations of the company together with the Audited Statement of Accounts for the yearended 31st March 2016.

The highlights of the Company's performance are as under:

No commercial activity was carried out at the plant of the company during the year.

Total income during the year was Rs. 625454/- as compared to Rs. 807036/- in theprevious year. The net loss during the year was Rs. 670566/- as compared to net loss ofRs. 318118/- in the previous year.

The company has not taken any new project and is exploring new and suitable areas ofbusiness to diversifying its activities. In the absence of any profits the directors arenot recommending any dividend for the year under review.

The Company has received directions from Central Pollution Control Board (CPCB) tostart production only after complying with directions given by CPCB.

Capitalization of assets of the project

As informed earlier the Company has not yet started commercial production due toreasons beyond the control of the management and the accounting for the total investmentsmade by the Company in the fixed assets of the project is being as reflected under tworelevant heads i.e. 1) Capital Work in Progress which includes Land Building and Plant& Machinery Capital Advances Material at site and incidental Expenses and 2)Intangible Assets under Development which includes Project Pre-operative Public Issue andPreliminary Expenses pending allocations which were deferred to be adjusted tillcommencement of commercial production.

The Company during the year had capitalized the cost of purchase installation andamounts shown under the head capital work in progress intangible assets under developmentto the respective heads of Assets to reflect the cost incurred since acquisition andexpenses incurred on account of additions and work in progress pending capitalisation andwas carried forwards for past many years.

Dispose of Assets

As you are aware that in the Annual General Meeting held on 30/09/2014 a resolutionwas passed authorising the Board to take all steps to Sale/dispose or lease the assets ofthe Company The Management has initiated steps to dispose of the Assets of the Companyafter receiving suitable enquiries.

The Directors have also considered to lease sale/ dispose of the Industrialundertaking (Building and Plant & Machinery) and in spite of efforts done to lease outthe assets and to sale/dispose of the same the management was unable to negotiate andfinalize any deal as the response received was not positive and in the interest of thecompany.

The Company had explored the possibility to lease out the assets to a party for whichno final decision could be taken after preliminary enquiry. The said party on the contraryfiled a baseless case on the Company and made a claim which is being contested atrespective level. The company does not envisage any liability on this account.

Impairment of Assets

The Management is of 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 are taken by Management for upkeep of the same. Noestimated loss is provided in the books of accounts due to possible impairment of assetsthe same will be accounted on sale / disposal of assets.

Extract of Annual Return

The extract of Annual Return in format MGT -9 for the Financial Year 2015-16 has beenenclosed with this report. - Annexure

Number of Board Meetings

During the Financial Year 2015-16 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
15/05/2015 4 4
02/07/2015 4 3
14/08/2015 4 4
02/09/2015 4 3
09/11/2015 4 4
12/02/2016 4 4

Independent Directors' Meeting

During the year under review Independent Directors met on 12th February 2016inter-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.

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.

Material Changes Affecting the Financial Position of the Company

In the Financial Year 2015 - 16 there are no Material changes which will affect theFinancial Position of the Company.

Conservation of Energy Technology Absorption Foreign Exchange Earnings and Outgo

As required under Rule 8(3) of the Companies (Accounts) Rules 2014 the particularsrelating to the conservation of energy technology absorption and the foreign exchangeearnings and out go are NIL.

Internal Control and System

The company has adequate internal control procedures commensurate with its size andnature of business. The Company has Independent Auditors M/s Amruta Kothari &Associates Practicing Company Secretary to review critical areas of operations. Theaudit reports are reviewed periodically by the management and the audit committee of theBoard and appropriate measures are taken to improve the process.

Details of Directors and Key Managerial Personnel

Name and Address Designation Date of Appointment DIN/PAN
1 Mr. Shirish Suryakant Shetye 603 Vastu Shilp Shree Vastu Enclave Rajmata Jijabai Marg pump house Andheri east Mumbai 400093 Maharashtra India Non-executive Independent Director 25/03/2003 00148086
2 Mr. Prakash Bhoorchand Shah 13 Prem Niwas 652 Dr Ambedkar road Khar Mumbai 400052 Maharashtra India Director 09/08/1990 01136800
3 Mr. Lalit jain 10th a heavy industrial area jodhpur 342001 Rajasthan India Non-executive Independent Director 24/02/2012 00941024
4 Ms. Sneha Prakash Shah 13 Prem Niwas 652 dr. Ambedkar road Khar (west) Mumbai 400052 Maharashtra India Non-executive Women Director Additional Director 31/03/2015 07144208
5 Mr. Man Mohan Ghildyal B-25 Sanman Cp-Op Hsg society Pakhadi Kharigaon Kalwa (West) Thana - 400605 Maharashtra India Manager 10/06/2002 AFVPG9931 N
6 Mr. Jayesh Ramchandra Patil 23/3A Bhai Bandarkar Colony Cpt. P. P. Road Cuffe-Parade Mumbai 400005 Maharashtra India C.F.O. 31/03/2015 ATPPP3597F

In accordance with the provisions of the Act and the Articles of Association of theCompany Ms. Sneha Shah Director who is liable to retire by rotation presents herself forre-appointment.

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 Clause 49 of the listing agreement.

Board Evaluation

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.

Audit Committee

The Audit Committee comprises Independent Director namely Mr. Shirish S. Shetye(Chairman) Mr. Lalit Jain and Mr. Prakash B. Shah as other member. All therecommendations made by the Audit Committee were accepted by the Board.

Nomination & Remuneration Committee & Policy

The Board has framed a policy for selection and appointment of Directors SeniorManagement and their remuneration. The Details of this policy is given here under:

In compliance with section 178 of the Act and Clause 49 of the Listing Agreement theBoard has reconstituted the existing "Remuneration Committee" by changing itsNomenclature as "Nomination and Remuneration Committee".

The Nomination and Remuneration Committee comprises Non-executive Directors namely Mr.Shirish S. Shetye (Chairman) Mr. Lalit Jain and Mr. Prakash B. Shah as other member.

Stakeholders Relationship Committee

In compliance with section 178 of the Act the Board has constituted "StakeholdersRelationship Committee".

The Stakeholders Relationship Committee comprises Non-executive Directors namely Mr.Shirish S. Shetye (Chairman) Mr. Lalit Jain and Mr. Prakash B. Shah as other member.

Name of the Member Designation No. of meetings held 4 Attended
Mr. Shirish S. Shetye Chairman 4
Mr. Lalit Jain Member 4
Mr. Prakash Shah Member 4

Investor Relations

The following table shows the nature of complaints received from the Shareholdersduring the year ended 31st March 2016 all of which have been resolved during the year.

Nature of Complaints No. of Complaints
There are no complaints received from shareholders during the year 2015-2016 -

There are no Shareholders complaints pending as on 31st march 2016.

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 2015 -16.

AUDITORS Statutory Auditors

In terms of provisions of the section 139(1) of the Companies Act 2013 theappointment of M/s. A. W. Ketkar & Co. Chartered Accountants Mumbai is placed forapproval by the shareholders.

The Notes on financial statement referred to in the Auditors' Report areself-explanatory and do not call for any further comments. The Auditors' Report does notcontain any qualification reservation or adverse remark.

Secretarial Audit Report

The Secretarial Audit of the Company was conducted during the year by the SecretarialAuditor M/s Amruta Kothari & Associates Practicing Company Secretaries Mumbai inaccordance with Provisions of Section 204 of the Act. The Secretarial Auditors Report isattached as Annexure II and forms part of this Report. There are Qualifications orObservations or remarks made by the Secretarial Auditor in the report.

Management reply to the observation raised in the Secretarial Audit Report is as under:

Observation Reply
1 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 however the applications for the appointment have been invited by newspaper notice.
2 Annual Listing Fees has not been paid during audit period. Listing fees will be paid in due course.

Cost Auditors

Requirements of Appointment of Cost Auditors of the company are not applicable to thecompany.

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 March2016 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 2016.

(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 provisionsof all applicable laws and that such systems were adequate and operating effectively.

(f) The Directors have devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.

Acknowledgment

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 SHAH Mr. SHIRISH SHETYE
DIRECTOR DIRECTOR
DIN-01136800 DIN-00148086
Place: Mumbai
Date: 13.08.2016