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Biofil Chemicals & Pharmaceuticals Ltd.

BSE: 524396 Sector: Health care
NSE: BIOFILCHEM ISIN Code: INE829A01014
BSE LIVE 14:56 | 09 Dec 6.84 -0.06
(-0.87%)
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NSE LIVE 05:30 | 01 Jan Stock Is Not Traded.
OPEN 6.84
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VOLUME 30
52-Week high 12.00
52-Week low 6.04
P/E 11.79
Mkt Cap.(Rs cr) 11.13
Buy Price 6.84
Buy Qty 60.00
Sell Price 0.00
Sell Qty 0.00
OPEN 6.84
CLOSE 6.90
VOLUME 30
52-Week high 12.00
52-Week low 6.04
P/E 11.79
Mkt Cap.(Rs cr) 11.13
Buy Price 6.84
Buy Qty 60.00
Sell Price 0.00
Sell Qty 0.00

Biofil Chemicals & Pharmaceuticals Ltd. (BIOFILCHEM) - Director Report

Company director report

To

The Members of

Biofil Chemicals and Pharmaceuticals Limited

Your Directors presenting the 30th Annual Report of your company together with theAudited 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 givenbelow:

(Rs. In Lacs)

PARTICULARS Year ended 31/03/2015 Year ended 31/03/2014
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 Lacsonly in comparison to previous year's turnover of Rs. 723.15 Lacs and net profit of thecompany is Rs. 58.71 lacs in comparison to previous net profit of Rs. 51.68 lacs Turnoverof the Company has been reduced due to non-availability of major raw material folic acidproduction 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 itsbusiness activity and dealing Plastic and allied Products. During the year there was nochange 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 theyear under review the company has not issued shares with differential voting rights norhas granted any stock option or sweat equity. As on 31st March 2015 none of Directors ofthe company hold instruments convertible into equity shares of the Company. The totalnumber of shares include 5712500 reissued of forfeited shares on 31/03/2011 but pendingfor corporate action and listing confirmation from stock exchange. The Company is inprocess 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 requiredunder Section 92 of the Companies Act 2013 is included in this report as Annexure 1 andforms 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 Companywere held Six times. The gap between two Meetings did not exceed one hundred and twentydays. Further Annual General Meeting was held on 23rd September 2014. Detailedinformation on the meetings of the Board its Committees and the AGM is included in theReport on Corporate Governance which forms part of Annual Report.

4. DIVIDEND

To conserve the resources of profit and accumulated losses your directors notrecommended 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 themeaning 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 ChandraSwarnkar as an Additional Director as well as independent Director of the Company notliable to retire by rotation. To hold office upto ensuing AGM The Company has receivednotice in writing from the members as required under section 160 of the Companies Act2013 for proposal of appointment of Shri Subhash Chandra Swarnkar as a Director as well asindependent director of the Company at the ensuing Annual General Meeting.

In the opinion of the Board the above said director fulfills the conditions specifiedin 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 theCompany's article of association Shri Romil Shah Director retires by rotation at theforthcoming 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 MrRamesh C Shah were appointed as an independent director of the Company pursuant to section149 of the Companies Act 2013 for a term of five consecutive years. None of theIndependent Directors are due for re-appointment.

Mr. Ramesh S Shah Managing Director; Mr. Jitendra Kumar Sahu Chief Financial Officerand Ms. Neha Shukla (w.e.f. 30.05.2014) of the Company are designated as a Key ManagerialPersons 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 toSection 164 of the Companies Act 2013. Board appraised the same and found that none ofthe 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 Companyconfirming 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 Agreementwith the Stock Exchanges.

The following Directors are independent in terms of Section 149(6) of the Act andClause 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 March2015 the applicable accounting standards and Schedule III of the Companies Act 2013 havebeen followed and there are no material departure from the same;

b) The directors have 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 for the financial year ended 31st March2015 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 inaccordance with the provisions of the Companies Act 2013 for safeguarding the assets ofthe 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 thecompany and that such internal financial controls are adequate and were operatingeffectively; and

f) Proper system to ensure compliance with the provisions of all applicable laws werein 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 disclosedon website of the Company www.biofilgroup.net.

12. MEETING OF INDEPENDENT DIRECTORS

The Independent Directors met once during the year under review. The Meeting wasconducted in an informal manner without the presence of the Managing Director theNon-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 goodcorporate governance practices and the same are in compliance with the requirements of therelevant provisions of applicable laws and statutes. Your Company has an adequatelyqualified and experienced Audit Committee with Mrs. Shaila Jain (Chairman)

Mr. Ramesh C Shah and Mr. Romil Shah as Members. The recommendations of the AuditCommittee 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 referenceMeetings held and attendance of the Directors at such Meetings of the relevant Committeesare given in detail in the Report on Corporate Governance of the Company which forms partof this Annual Report.

14. STATEMENT INDICATING THE MANNER IN WHICH FORMAL ANNUAL EVALUATION HAS BEEN MADE BYTHE 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 ListingAgreement performance evaluation of the Board it's Committee and the IndependentDirectors was carried out time to time. The manner in which the evaluation is carried outhas 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 investmentpursuant 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 withrelated parties as defined under Section 2(76) of the Companies Act 2013 read withCompanies (Specification of Definitions Details) Rules 2014 which were in the ordinarycourse of business and on arms' length basis and in accordance with the provisions of theCompanies 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 whichqualify as material transactions under the Listing Agreement. Thus disclosure in FormAOC-2 is not required. Details of related party transaction referred in Notes to FinancialStatement

17. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS ANDOUTGO:

The particulars in respect of conservation of energy technology absorption and foreignexchange earnings and outgo as required under sub-section (3) (m) of section 134 of theCompanies Act 2013 read with Rule (8)(3) of the Companies (Accounts) Rules 2014 aregiven 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 onthe consumption of energy although adequate measures have been initiated to reduce energyconsumption.

(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 developmentor import substitution : Nil.

(iii) in case of imported technology (imported during the last three years reckonedfrom the beginning of the Financial Year): Nil.

(iv) Company has not incurred any expenditure on Research and Development during theyear under review. Further there was neither inflow nor outflow of foreign exchange duringthe year.

18. STATEMENT IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROL WITH REFERENCE TOTHE FINANCIAL STATEMENTS

Your Company has an Internal Control System commensurate with the size of the Companyand nature of its business and the complexities of its operations. The audit committee ofthe board of directors actively review the adequacy & effectiveness of the internalcontrol system and suggest improvements to strengthen the same. The audit committee of theboard of directors and statutory auditors apprised of the internal audit finding andcorrective action taken.

The audit committee of the board of directors actively reviews the adequacy andeffectiveness of the internal control systems and suggests improvements to strengthen thesame. The company has a robust management information system which is an integral part ofthe control mechanism.

The audit committee of the board of directors statutory auditors and the businessheads are periodically apprised of the internal audit findings and corrective actionstaken. Audit plays a key role in providing assurance to the Board of director. Significantaudit observations and corrective actions taken by the management are presented to theaudit committee of the board. To maintain its objectivity and independence the internalaudit 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 Companytherefore Company has not constituted Corporate Social responsibility (CSR) committee asrequired under the Act.

20. REMUNERATION POLICY / DISCLOSURE RELATING TO REMUNERATION OF DIRECTORS KEYMANAGERIAL PERSONNEL AND PARTICULARS OF EMPLOYEES:

In accordance with Section 178 and other applicable provisions if any of the CompaniesAct 2013 read with the Rules issued there under and Clause 49 of the Listing Agreementthe Board of Directors formulated the Nomination and Remuneration Policy of your Companyon the recommendations of the Nomination and Remuneration Committee. Details of policycovering 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 ANNEXURE2.

During the year none of the employee of the company is drawing remuneration of morethan Rs.6000000/- per annum or Rs.500000/- per month for the part of the yeartherefore Particulars of the employees as required under Section 197 of Companies Act2013 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 thecommission or remuneration from holding or subsidiary company of the company as providedunder 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 sectiontitled "Report on Corporate governance and Management discussion and Analysis"forms part of this Annual Report.

Certificate received from statutory auditor regarding confirming compliance with theconditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreementalso 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. Thedetails of establishment of the reporting mechanism are disclosed on the website of theCompany (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 TRIBUNALSIMPACTING THE GOING CONCERN STATUS OF THE COMPANY.

There are no significant and/or material orders passed by the Regulators or Courts orTribunals 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 hasappointed M/s. L.N. Joshi & Co. Practicing Company Secretary to undertake as theSecretarial Audit of the company. The Secretarial Audit report is included as ANNEXURE-3and forms an integral part of this Report. With respect to the observations of theSecretarial 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 stillpending for revocation of suspension; hence no invoice is generated from NSE with respectto filling of listing fees. Although company is in compliance with the clauses of listingagreement and duly submitted all the necessary documents as per listing agreement in aprescribed 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 QuarterlyResults to both the Stock Exchanges i.e. BSE Limited and National Stock Exchange Limitedand same got published on the web portal of BSE Limited and also uploaded on the Websiteof the Company www.biofilgroup.net. Further Audited Results of the Company and NoticeCalling board meeting thereof got published in Hindi and English newspaper.

Trading Approval for Reissue of 5712500 Forfeited Shares: The same has been explainedin 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 underM/s. S. N. Gadiya & Co Chartered Accountants were appointed as the statutoryauditors of the Company from the conclusion of the 29th Annual General Meeting of theCompany held on September 23 2014 till the conclusion of the 32nd Annual General Meetingto be held in the year 2017 subject to ratification of their appointment at every AnnualGeneral Meeting held thereafter.

A resolution for reappointment of M/s. S.N.Gadiya & Co. Chartered Accountants asauditors for the remaining period from the conclusion of the ensuing 30th AGM till theconclusion of the 32nd AGM and for fixation of their remuneration for the year 2015-16 isbeing proposed in the notice of the ensuing AGM for the approval of the members. TheCompany has received from M/s. S.N.Gadiya & Co Chartered Accountant a written consentfor ratification of their appointment from the conclusion of the 30th AGM till theconclusion of the 32nd AGM and a certificate to the effect that their appointment shall bein accordance with the prescribed conditions and that the firm is not disqualified underthe Companies Act 2013.

EXPLANATION TO AUDITOR'S REMARKS

The Auditors in their report have referred to the notes forming part of the Accountswhich are self-explanatory and does not contain any qualification reservation or adverseremark or disclaimer.

Further there was no fraud in the Company which was required to report by statutoryauditors 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 2013read with the Companies (Cost records & Audit) Rules 2014 therefore no such recordsrequired to be maintained and company is not required to appoint cost auditor for thefinancial year 2015-16. Further Cost Audit Report for Financial Year 2013-14 submitted bythe Company.

27. CODE OF CONDUCT

The Company has laid down a code of conduct for all Board Members and senior managementand independent directors of the Company. All the Board members including independentdirectors and senior management personnel have affirmed compliance with the code ofconduct. Declaration on adherence to the code of conduct is forming part of the CorporateGovernance Report.

28. STATEMENT INDICATING DEVELOPMENT & IMPLEMENTATION OF RISK MANAGEMENT POLICY:

The Board of Directors has adopted risk management policy for the Company whichprovides for identification assessment and control of risks which in the opinion of theBoard may threaten the existence of the Company. The Management identifies and controlsrisks through a properly defined framework in terms of the aforesaid policy.

29. MATERIAL CHANGES & COMMITMENTS IF ANY AFFECTING THE FINANCIAL POSITION OF THECOMPANY

No material changes and commitments affecting the financial position of the companyhave occurred between the end of the financial year to which the financial statementsrelate and the date of this boards report.

30. ENVIRONMENT AND SAFETY

The Company is conscious of the importance of environmentally clean and safeoperations. The Company's policy required conduct of operations in such a manner so as toensure safety of all concerned compliances environmental regulations and preservation ofnatural 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 requirementsof 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 Complaintreceived regarding sexual harassment. There was no case of sexual harassment reportedduring the year under review.

32. LISTING OF SHARES

Company's shares listed on Bombay Stock Exchange Limited & National Stock ExchangeLtd. The company has paid annual listing fee for financial year 2015-16 to Bombay StockExchange. Further listing of Shares has been suspended on National Stock Exchange Ltd. andmatter is still pending for revocation of suspension.

33. INSURANCE:

The Company's assets are adequately insured against the loss of fire and other risk asconsidered necessary by the Management from time to time. The Company has also takenadequate insurance cover for all movable & immovable assets and for all such types ofrisks 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 agreementwith stock exchange is not applicable to your company for the financial year ending 31stMarch 2015.

35. DEPOSITORY SYSTEM

Your Company's shares are tradable compulsorily in electronic form and your Company hasconnectivity with both the Depositaries i.e. National Securities Depository Limited (NSDL)and Central Depository Service (India) Limited (CDSL). In view of the numerous advantageoffered by the Depository System members are requested to avail of the facility ofDematerialization of the Company's shares on either of the Depositories mentioned asaforesaid.

36. INDUSTRIAL RELATIONS:

Company's Industrial relations continued to be healthy cordial and harmonious duringthe period under review.

37. ACKNOWLEDGMENT

Your director wish to place on record their appreciation for the contribution made byemployees at all levels and only due to their hard work solidarity and Support Company ison growth path. Your directors also wish to thank the customers dealers agents.Suppliers banks and other stakeholders for their continued support and faith respond inthe 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)

ANNEXURE 1 FORM NO. MGT-9

Extract of Annual Return As on financial year ended on 31st March 2015

[Pursuant to Section 92(3) of the Companies Act 2013 and rule 12(1) of the Companies(Management and

Administration) Rules 2014]

I. REGISTRATION & OTHER DETAILS:

1 CIN L24233MP1985PLC002709
2 Registration Date 04/01/1985
3 Name of the Company Biofil Chemicals and Pharmaceuticals Limited
4 Category / Sub-Category of the Company Public Company limited by shares/Indian Non-government Company
5 Address of the Registered office and contact details 11/12 Sector E Sanwer Road Industrial Area Indore (M.P.) 452015 Ph: 0731-2723016 4066516; Mob: +91-8889912313
FAX: 0731-2723017 Email: bcplcompliance@gmail.com;
Website: www.biofilgroup.net
6 Whether listed company Yes/ No Yes
7 Name Address and Contact details of Registrar and Transfer Agent if any Ankit Consultancy Pvt. Ltd. 60 Electronic Complex Pardeshipura Indore (M.P.) 452010
Tel.:0731-2551745 2551746 Fax:0731-4065798

II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY (ALL THE BUSINESS ACTIVITIESCONTRIBUTING 10 % OR MORE OF THE TOTAL TURNOVER OF THE COMPANY SHALL BE STATED)

S. No. Name and Description of Main Products/ Services NIC Code of the Products/ Services % of Total Turnover of the Company
1 Pharmaceutical and Chemical Product 2423 86.78%

III. PARTICULARS OF HOLDING SUBSIDIARY AND ASSOCIATE COMPANIES

S. No. Name and Address Of the Company CIN/GLN Holding / Subsidiary / Asscoiate % of Shares Held Applicable Section
- - - - - -

IV. SHARE HOLDING PATTERN (EQUITY SHARE CAPITAL BREAKUP AS PERCENTAGE OF TOTAL EQUITY)

(I) CATEGORY WISE SHARE HOLDING

Category of Shareholders

No. of Shares Held at the begining of the year (As on 01st April 2014)

No. of Shares Held at the end of the year (As on 31st March 2015 )

% Change during the year

Demat Physical Total % of total Share Demat Physical Total % of total Share
A. Promoter's (1) Indian
a) Individual/ HUF 3074680 229820 3304500 20.31 3074680 229820 3304500 20.31 0.0
b) Central Govt 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0
c) State Govt(s) 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0
d) Bodies Corp. 2051700 2262500 4314200 26.51 2051700 2262500 4314200 26.51 0.0
e) Banks / FI 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0
f) Any other 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0
Sub-Total (A) (1) 5126380 2492320 7618700 46.82 5126380 2492320 7618700 46.82 0.0
(2) Foreign
a) NRI- Individual 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0
b) Other- Individual 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0
c) Bodies Corp. 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0
d) Banks / FI 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0
e) Any other 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0
Sub Total (A) (2) 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0
Total shareholding of promoter (A) = (A)(1)+(A) (2) 5126380 2492320 7618700 46.82 5126380 2492320 7618700 46.82 0.00
B. Public Shareholding
1. Institutions
a) Mutual Funds 0 300 300 0.0018 0 300 300 0.0018 0.0
b) Banks / FI 20000 87300 107300 0.66 20000 87300 107300 0.66 0.0
c) Central Govt 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0
d) State Govt(s) 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0
e) Venture Capital Funds 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0
f) Insurance Companies 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0
g) FIIs 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0
h) Foreign Venture Capital Funds 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0
i) Others (specify) 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0
Sub total (B) (1) 20000 87600 107600 0.66 20000 87600 107600 0.66 Nil
2. Non-Institutions
a) Bodies Corp.
i) Indian 3618272 456800 4075072 25.04 3573344 456800 4030144 24.76 (0.28%)
ii) Overseas 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0
b) Individuals 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0
i) Individual shareholders holding nominal share capital upto Rs. 1 lakh 2110898 756610 2867508 17.62 2097329 751810 2849139 17.51 (0.11%)
ii) Individual shareholders holding nominal share capital in excess of Rs1 lakh 1344670 66800 1411470 8.67 1407767 66800 1474567 9.06 0.39%
c) Others (specify)Non Resident Indians & Overseas Corporate Bodies 25450 0.0 167700 0.0 193150 0.0 1.19 0.0 26950 0.0 166700 0.0 193650 0.0 1.19 0.0 0.0 0.0
Foreign Nationals Clearing Members 300 0 300 0.0018 0.0 0.0 0.0 0.0 (0.0018%)
Trusts 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0
Foreign Bodies - D R 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0
Sub-total (B)(2):- 7099590 1447910 8547500 52.52 7105390 1442110 8547500 52.52 0.0
Total Public Shareholding (B)=(B)(1)+ (B)(2) 7119590 1535510 8655100 53.18 7125390 1529710 8655100 53.18 0.0
C. Shares held by Custodian for GDRs & ADRs 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0
Grand Total (A+B+C) 12245970 4027830 16273800 100 12251770 4022030 16273800 100 0.0

II) SHAREHOLDING OF PROMOTER :

No. of Shares Held at the Beginning of the year As on 01st April 2014

No. of Shares Held at the End of the year As on 31st March 2015

S. No. Share Holder's Name No. of Shares % of total shares of the company % of the Share Pledge / encumbered to total shares No. of Shares % of total shares of the company % of the Share Pledge / encumbered to total shares % Change during the year
1 RAMESH SHAH 653320 4.01 0.0 653320 4.01 0.0 0.0
2 SCOPE FINANCE COMPANY PVT. LTD. 2262500 13.90 0.0 2262500 13.90 0.0 0.0
3 MID (INDIA) PHARMACEUTICALS Pvt. LTD 1175250 7.22 0.0 1175250 7.22 0.0 0.0
4 SMITESH SANALAL SHAH 1082680 6.65 0.0 1082680 6.65 0.0 0.0
5 CYANO FINANCE AND SALES PVT. LTD 876450 5.39 0.0 876450 5.39 0.0 0.0
6 ROMIL SHAH 382550 2.35 0.0 382550 2.35 0.0 0.0
7 KETAN SHAH 340800 2.09 0.0 340800 2.09 0.0 0.0
8 SULOCHANA SHAH 140620 0.86 0.0 140620 0.86 0.0 0.0
9 MEENASHAH 140600 0.86 0.0 140600 0.86 0.0 0.0
10 SANDEEP SHAH 106600 0.66 0.0 106600 0.66 0.0 0.0
11 TRUPTI SHAH 101750 0.63 0.0 101750 0.63 0.0 0.0
12 RITU SHAH 87100 0.53 0.0 87100 0.53 0.0 0.0
13 MEET SHAH 78100 0.48 0.0 78100 0.48 0.0 0.0
14 ROHAN SHAH 65500 0.40 0.0 65500 0.40 0.0 0.0
15 KIRAN SHAH 63100 0.39 0.0 63100 0.39 0.0 0.0
16 PRAGNESH SHAH 52680 0.32 0.0 52680 0.32 0.0 0.0
17 NIYATI SHAH 5200 0.03 0.0 5200 0.03 0.0 0.0
18 RAGINI SHAH 1950 0.01 0.0 1950 0.01 0.0 0.0
19 JAI KUMAR SHAH 1000 0.01 0.0 1000 0.01 0.0 0.0
20 REKHA SHAH 950 0.01 0.0 950 0.01 0.0 0.0
Total 7618700 46.82 0.0 7618700 46.82 0.0 0.0

III) CHANGE IN PROMOTERS' SHAREHOLDING (PLEASE SPECIFY IF THERE IS NO CHANGE)

S. No. Share Holder's Name

Shareholding at the Cumulative Shareholding beginning of the year during the year

No. of Shares % of total shares of the company No. of Shares % of total shares of the company
1 At the beginning of the year 7618700 46.82 7618700 46.82
Date wise Increase / Decrease in Promoters Shareholding during the year specifying the reasons for increase / decrease (e.g. allotment /transfer / bonus/ sweat equity etc.): 0.0 0.0 0.0 0.0
At the end of the year 7618700 46.82 7618700 46.82

IV) SHAREHOLDING PATTERN OF TOP TEN SHAREHOLDERS:

(OTHER THAN DIRECTORS PROMOTERS AND HOLDERS OF GDRS AND ADRS):

S. No. Name of Top 10 Share Holder's

Shareholding at the beginning of the year

Cumulative Share holding during the year

No. of Shares % of total shares of the company No. of Shares % of total shares of the company
1 STARLINE EQUIFIN PRIVATE LIMITED
At the beginning of the year 1700000 10.45 1700000 10.45
Date wise Increase / Decrease in Promoters Shareholding during the year specifying the reasons for increase / decrease (e.g. allotment /transfer / bonus/ sweat equity etc.): 0.00 0.00 0.00 0.00
At the end of the year 1700000 10.45 1700000 10.4
2. LIBRA HEALTHCARE PRIVATE LIMITED
At the beginning of the year 850000 5.22 850000 5.22
Date wise Increase / Decrease in Promoters Shareholding during the year specifying the reasons for increase / decrease (e.g. allotment /transfer / bonus/ sweat equity etc.): 0.00 0.00 0.00 0.00
At the end of the year 850000 5.22 850000 5.22
3. KSL AND INDUSTRIES LIMITED
At the beginning of the year 306665 1.88 306665 1.88
Date wise Increase / Decrease in Promoters Shareholding during the year specifying the reasons for increase / decrease (e.g. allotment /transfer / bonus/ sweat equity etc.): 0.0 0.0 0.0 0.0
At the end of the year 306665 1.88 306665 1.88
4. TEJAL KEYUR SHAH
At the beginning of the year 257721 1.58 257721 1.58
Date wise Increase / Decrease in Promoters Shareholding during the year specifying the reasons for increase / decrease (e.g. allotment /transfer / bonus/ sweat equity etc.): 0.0 0.0 0.0 0.0
At the end of the year 257721 1.58 257721 1.58
5. CACTUS SOFTWARE PVT. LTD.
At the beginning of the year 202100 1.24 202100 1.24
Date wise Increase / Decrease in Promoters Shareholding during the year specifying the reasons for increase / decrease (e.g. allotment /transfer / bonus/ sweat equity etc.): 0.0 0.0 0.0 0.0
At the end of the year 202100 1.24 202100 1.24
6. KISHOR HIMMATSINH JHALA
At the beginning of the year 200000 1.23 200000 1.23
Date wise Increase / Decrease in Promoters Shareholding during the year specifying the reasons for increase / decrease (e.g. allotment /transfer / bonus/ sweat equity etc.): 0.0 0.0 0.0 0.0
At the end of the year 200000 1.23 200000 1.23
7. GOM INDUSTRIES LTD
At the beginning of the year 180800 1.11 180800 1.11
Date wise Increase / Decrease in Promoters Shareholding during the year specifying the reasons for increase / decrease (e.g. allotment /transfer / bonus/ sweat equity etc.): 0.0 0.0 0.0 0.0
At the end of the year 180800 1.11 180800 1.11
8 RUDRA SECURITIES AND CAPITAL LTD.
At the beginning of the year 129300 0.79 129300 0.79
Date wise Increase / Decrease in Promoters Shareholding during the year specifying the reasons for increase / decrease (e.g. allotment /transfer / bonus/ sweat equity etc.): 0.0 0.0 0.0 0.0
At the end of the year 129300 0.79 129300 0.79
9 INDRATA INVESTMENT (P) LTD
At the beginning of the year 105600 0.65 105600 0.65
Date wise Increase / Decrease in Promoters Shareholding during the year specifying the reasons for increase / decrease (e.g. allotment /transfer / bonus/ sweat equity etc.): 0.0 0.0 0.0 0.0
At the end of the year 105600 0.65 105600 0.65
10 RASHMI CHANDRAKANT SHAH
At the beginning of the year 102100 0.63 102100 0.63
Date wise Increase / Decrease in Promoters Shareholding during the year specifying the reasons for increase / decrease (e.g. allotment /transfer / bonus/ sweat equity etc.): 0.0 0.0 0.0 0.0
At the end of the year 102100 0.63 102100 0.63

V) SHAREHOLDING OF DIRECTORS AND KEY MANAGERIAL PERSONNEL:

S. No. Shareholding of each Directors and each Key Managerial Personnel

Shareholding at the beginning of the year

Cumulative Share holding during the year

No. of Shares % of total shares of the company No. of Shares % of total shares of the company
1 Ramesh Shah (MD KMP)
At the beginning of the year 653320 4.01 653320 4.01
Date wise Increase / Decrease in Promoters Shareholding during during the year specifying the reasons for increase / decrease (e.g. allotment /transfer / bonus/ sweat equity etc.): 0.0 0.0 0.0 0.0
At the end of the year 653320 4.01 653320 4.01
2 Romil Shah (NED) At the beginning of the year 382550 2.35 382550 2.35
Date wise Increase / Decrease in Promoters Shareholding during the year specifying the reasons for increase / decrease (e.g. allotment /transfer / bonus/ sweat equity etc.): 0.0 0.0 0.0 0.0
At the end of the year 382550 2.35 382550 2.35
3 Shaila Jain (ID)
At the beginning of the year 0.0 0.0 0.0 0.0
Date wise Increase / Decrease in Promoters Shareholding during the year specifying the reasons for increase / decrease (e.g. allotment /transfer / bonus/ sweat equity etc.): 0.0 0.0 0.0 0.0
At the end of the year 0.0 0.0 0.0 0.0
4 Ramesh C Shah (ID)
At the beginning of the year 0.0 0.0 0.0 0.0
Date wise Increase / Decrease in Promoters Shareholding during the year specifying the reasons for increase / decrease (e.g. allotment /transfer / bonus/ sweat equity etc.): 0.0 0.0 0.0 0.0
At the end of the year 0.0 0.0 0.0 0.0
5 Jitendra Sahu (CFO KMP)
At the beginning of the year 0.0 0.0 0.0 0.0
Date wise Increase / Decrease in Promoters Shareholding during the year specifying the reasons for increase / decrease (e.g. allotment /transfer / bonus/ sweat equity etc.): 0.0 0.0 0.0 0.0
At the end of the year 0.0 0.0 0.0 0.0
6 Neha Shukla (CS KMP)
At the beginning of the year 0.0 0.0 0.0 0.0
Date wise Increase / Decrease in Promoters Shareholding during the year specifying the reasons for increase / decrease (e.g. allotment /transfer / bonus/ sweat equity etc.): 0.0 0.0 0.0 0.0
At the end of the year 0.0 0.0 0.0 0.0

V) INDEBTEDNESS - INDEBTEDNESS OF THE COMPANY INCLUDING INTEREST OUTSTANDING/ACCRUEDBUT NOT DUE FOR PAYMENT

(Amount in Rs.)

Details / Particulars / Description Secured Loans Exclusing deposits Unsecured

Loans

Deposits Total

Indebtedness

Indebtedness at the beginning of the financial year
i) Principal Amount Nil 28705158 Nil 28705158
ii) Interest due but not paid
iii) Interest accrued but not due
Total (i+ii+iii) Nil 28705158 Nil 28705158
Change in Indebtedness during the financial year
* Addition Nil 1095438 Nil 1095438
* Reduction Nil Nil Nil Nil
Net Change Nil 1095438 Nil 1095438
Indebtedness at the end of the financial year
i) Principal Amount Nil 29800596 Nil 29800596
ii) Interest due but not paid Nil Nil Nil Nil
iii) Interest accrued but not due Nil Nil Nil Nil
Total (i+ii+iii) Nil 29800596 Nil 29800596

VI) REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

A. REMUNERATION TO MANAGING DIRECTOR WHOLE-TIME DIRECTORS AND/OR MANAGER:

S. No. Particulars of Remuaneration Name of MD / WTD / MANAGER TOTAL AMOUNT

Ramesh Shah

1 Gross salary 0.0 0.0
(a) Salary as per provisions contained in section 17(1) of the Income-tax Act 1961 0.0 0.0
(b) Value of perquisites u/s 17(2) Income-tax Act 1961 (c) Profits in lieu of salary under section 17(3) 0.0 0.0
Income- tax Act 1961 0.0 0.0
2 Stock Option 0.0 0.0
3 Sweat Equity 0.0 0.0
4 Commission 0.0 0.0
- as % of profit
- others specify...
5 Others please specify 0.0 0.0
Total (A) 0.0 0.0
Ceiling as per the Act 0.0 0.0

B. REMUNERATION TO OTHER DIRECTORS

S.No. Particulars of Remuaneration

Name of Director

Total Amount
1 Independent Directors

Shaila Jain

Ramesh C. Shah

Fee for attending board committee meetings 0.0 0.0 0.0 0.0 0.0
Commission 0.0 0.0 0.0 0.0 0.0
Others please specify 0.0 0.0 0.0 0.0 0.0
Total (1) 0.0 0.0 0.0 0.0 0.0
2 Other Non - Executive Directors

Romil Shah

Fee for attending board committee meetings 0.0 0.0 0.0 0.0 0.0
Commission 0.0 0.0 0.0 0.0 0.0
Others please specify 0.0 0.0 0.0 0.0 0.0
Total (2) 0.0 0.0 0.0 0.0 0.0
Total (B)=(1+2) Total Managerial 0.0 0.0 0.0 0.0 0.0
Remuneration 0.0 0.0 0.0 0.0 0.0
Overall Ceiling as per the Act 0.0 0.0 0.0 0.0 0.0

C. REMUNERATION TO KEY MANAGERIAL PERSONNEL OTHER THAN M D/MANAGER/WTD

Key Managerial Personnel

S. No. Particulars of Remuaneration CS - Neha Shukla CFO - Jitendra Sahu Total Amount
1 Gross salary (a) Salary as per provisions contained in section 17(1) of the Income-tax Act 1961 180000 155000 335000
(b) Value of perquisites u/s 17(2) Income-tax Act 1961 Nil Nil Nil
(c) Profits in lieu of salary under section 17(3) Income-tax Act 1961 Nil Nil Nil
2 Stock Option Nil Nil Nil
3 Sweat Equity Nil Nil Nil
4 Commission Nil Nil Nil
- as % of profit Nil Nil Nil
others specify... Nil Nil Nil
5 Others please specify Nil Nil Nil
Total 180000 155000 335000

VII. PENALTIES / PUNISHMENT/ COMPOUNDING OF OFFENCES:

TYPE Section of the Companies Act Brief Description Details of Panalty / Punishment / Compounding fees imposed Authority (RD/ NCLT / COURT) Appeal made if any (give details)
A. COMPANY
Penalty 0.0 0.0 0.0 0.0 0.0
Punishment 0.0 0.0 0.0 0.0 0.0
Compounding 0.0 0.0 0.0 0.0 0.0
B. DIRECTORS
Penalty 0.0 0.0 0.0 0.0 0.0
Punishment 0.0 0.0 0.0 0.0 0.0
Compounding 0.0 0.0 0.0 0.0 0.0
C. OTHER OFFICERS in DEFAULT
Penalty 0.0 0.0 0.0 0.0 0.0
Punishment 0.0 0.0 0.0 0.0 0.0
Compounding 0.0 0.0 0.0 0.0 0.0

 

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)

ANNEXURE- 2

Information required under Section 197 of the Companies Act 2013 read with Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014.

(I). The Ratio of remuneration of each Director to the median remuneration of all theemployees of the Company for the financial year :

S. No. Name of Director Ration to median Remunerationan
Not applicable as non of the director receiving any remuneration Nil

(II) The percentage increase in the remuneration of each Director CFO & CompanySecretary in the financial year 2014-15 is as follows:

(Amount in Rs.)

S. No. Name of Person Designation Ration to median Remunerationan
1 Rameh Shah Managing Director Nil
2 Romil Shah Director Nil
3 Shaila Jain Independent Director Nil
4 Ramesh C Shah aIndependent Director Nil
5 Jitendra sahu CFO Nil
6 Neha Shukla CS Nil

Note : (i) None of the Director receiving any remuneration hence no comments required.

(ii) This is the first year appointment of CS & CFO hence % increase inremuneration is not reported.

(III) . The Percentage increase in the median remuneration of all employees in thefinancial year: 25.53 %

(IV) The Number of permanent employees on the rolls of the Company

Total Number of Employees: 33 (Thirty Three)

(V) . The explanation on the relationship between average increase in remuneration andCompany Performance:

The increase in remuneration is in line with the market trend/cost of livingadjustment/inflation rate and other factors.

(VI) . Comparison of the remuneration of the Key Managerial Personnel against theperformance of your Company:

(Amount in Rs.)

Particulars Amount
Remuneration of KMP during the financial year 2014-15 (aggregated) 335000
Revenue from operations 58615361
Remuneration (as % of revenue) 0.57%
Profit before tax (PBT) 7354488
Remuneration (as % of PBT) 4.55%

(VII). Variation in the market capitalization of the company price earnings ratio asat the closing date of the current financial year and previous financial year.

Particulars As at 31st March 2015 As at 31st March 2014 Variation
Closing rate of share at BSE (Rs) 2.58 1.92 0.34%
EPS (Rs) 0.36 0.32 12.5%
Market capitalization (Rs in lacs) 419.86 lacs 312.45 lacs 34.37%
Price Earnings Ratio 7.16 6.00 19.33%

Percentage increase /decrease in the market quotations of the shares of the company incomparison to the rate at which the company came out with last public offer (in the year1996 at 22.50):- Percentage decrease in 88.53% since last public offer.

(VIII) Average percentile increase already made in the salaries of employees other thanthe managerial personnel in the last financial year and its comparison with the percentileincrease in the managerial remuneration and justifica tion thereof and point out if thereare any exceptional circumstances for increase in the managerial remuneration

Average percentile increase already made in the salaries of employees other than themanagerial personnel in the last financial year is 92.04% and further none of themanagerial person was drawing any salary during the preceding financial year hencereporting under this rule is not applicable on the company.

(IX) Comparison of each remuneration of the Key Managerial Personnel against theperformance of the company

(Amount in Rs.)

Particulars Managing Director Chief Financial Officer Company Secretary
Remuneration 0.0 155000 180000
Revenue 63234171 63234171 63234171
Remuneration (as % of revenue) 0.00 0.24% 0.28%
Profits before tax (PBT) 7354488 7354488 7354488
Remuneration (as % of PBT) 0.00 2.10% 2.44%

(X) The key parameters for any variable component of remuneration availed by thedirectors; Not applicable

(XI) The ratio of the remuneration of the highest paid director to that of theemployees who are not directors but receive remuneration in excess of the highest paiddirector during the year; None

(XII) Affirmation:

The Company affirms remuneration is as per remuneration policy of the Company.

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)

ANNEXURE- 3

SECRETARIAL AUDIT REPORT Form No. MR-3

For the financial year ended on 31st March 2015

[Pursuant to section 204(1) of the Companies Act 2013 and Rule No. 9 of the Companies(Appointment and Remuneration Personnel) Rules 2014]

To

The Members

BIOFIL CHEMICALS AND PHARMACEUTICLAS LIMITED

CIN: L24233MP1985PLC002709

Registered Office :

11/12 Sector E Sanwer Road Indore(M.P.) -452015

I have conducted the secretarial audit of the compliance of applicable statutoryprovisions and the adherence to good corporate practices by Biofil Chemicals andPharmaceuticals Limited (hereinafter called the company). Secretarial Audit was conductedin a manner that provided me a reasonable basis for evaluating the corporateconducts/statutory compliances and expressing my opinion thereon.

Based on my verification of the Company's books papers minute books forms andreturns filed and other records maintained by the company and also the informationprovided by the Company its officers agents and authorized representatives during theconduct of secretarial audit I hereby report that in my opinion the company has duringthe audit period covering the financial year ended on 31 March 2015 complied with thestatutory provisions listed hereunder and also that the Company has proper Board-processesand compliance-mechanism in place to the extent in the manner and subject to thereporting made hereinafter:

I have examined the books papers minute books forms and returns filed and otherrecords maintained by Biofil Chemicals and Pharmaceuticals Limited for the financial yearended on 31 March 2015 according to the provisions of:

(i) The Companies Act 2013 (the Act) and the rules made there under and Companies Act1956 and rules made there under to the extent applicable;

(ii) The Securities Contracts (Regulation) Act 1956 ('SCRA') and the rules made thereunder;

(iii) The Depositories Act 1996 and the Regulations and Bye-laws framed there under;

(iv) Foreign Exchange Management Act 1999 and the rules and regulations made thereunder. (not applicable to the company during the audit period)

(v) The following Regulations and Guidelines prescribed under the Securities andExchange Board of India Act 1992 ('SEBI Act'):-

(a) The Securities and Exchange Board of India (Substantial Acquisition of Shares andTakeovers) Regulations 2011;

(b) The Securities and Exchange Board of India (Prohibition of Insider Trading)Regulations 1992;

(c) The Securities and Exchange Board of India (Issue of Capital and DisclosureRequirements) Regulations 2009; (not applicable to the company during the audit period) ;

(d) The Securities and Exchange Board of India (Employee Stock Option Scheme andEmployee Stock Purchase Scheme) Guidelines 1999; (not applicable to the company duringthe audit period);

(e) The Securities and Exchange Board of India (Issue and Listing of Debt Securities)Regulations 2008; (not applicable to the company during the audit period);

(f) The Securities and Exchange Board of India (Registrars to an Issue and ShareTransfer Agents) Regulations 1993 regarding the Companies Act and dealing with client;

(g) The Securities and Exchange Board of India (Delisting of Equity Shares)Regulations 2009; (not applicable to the company during the audit period);

(h) The Securities and Exchange Board of India (Buyback of Securities) Regulations1998 (not applicable to the company during the audit period);

(vi) I have relied on the representation made by the Company and its officers forsystems and mechanism formed by the Company for compliances under other applicable Actslaws and Regulations to the Company. The laws regulations directions orders applicablespecifically to the Company are as follows:

1. Drugs and Cosmetics Act 1940

2. Drugs (Pricing Control) Order 2013

I have also examined compliance with the applicable clauses of the following:

(i) The compliance of Secretarial Standards issued by the Institute of CompanySecretaries of India was not applicable during the period under review.

(ii) The Listing Agreements entered into by the Company with Stock Exchanges.

I further report that I have not reviewed the applicable financial laws (direct andindirect tax laws) since the same have been subject to review and audit by the StatutoryAuditors of the Company.

During the period under review the Company has materially complied with the provisionsof the Act Rules Regulations Guidelines Standards etc. mentioned above subject tofollowing observations:

a) News Paper publications with regards to Notice of Board Meeting and quarterlyunaudited financial Results were not produced before us

b) Company had not paid listing fee to National Stock Exchange.

c) Company had reissued 5712500 Forfeited Equity Shares in year 2011 but still tradingapproval pending from stock exchange.

I further report that

The Board of Directors of the Company is duly constituted with proper balance ofExecutive Directors Non-Executive Directors and Independent Directors. The changes in thecomposition of the Board of Directors that took place during the period under review werecarried out in compliance with the provisions of the Act.

Adequate notice is given to all the directors to schedule the Board Meetings agendaand detailed notes on agenda were sent at least seven days in advance and a system existsfor seeking and obtaining further information and clarifications on the agenda itemsbefore the meeting and for meaningful participation at the meeting.

Majority decision is carried through and there were no dissenting views by any membersof the Board during the period under review.

I further report that there are adequate systems and processes in the companycommensurate with the size and operations of the company to monitor and ensure compliancewith applicable laws rules regulations and guidelines.

I further report that during the audit period there were no instances of:

(i) Public/Rights/Preferential issue of Shares/debentures/ sweat equity.

(ii) Redemption/buy-back of securities.

(iii) Merger/ amalgamation/ reconstruction etc.

(iv) Foreign technical collaborations.

For L.N. Joshi & Company
Company Secretaries
Place : Indore L.N. Joshi
Dated: 13th August 2015 Proprietor
FCS: 5201; C P No 4216

Note: This report is to be read with our letter of even date which is annexed asAnnexure herewith and forms and integral part of this report.

ANNEXURE TO SECRETARIAL AUDIT REPORT

To

The Members

BIOFIL CHEMICALS AND PHARMACEUTICLAS LIMITED

CIN: L24233MP1985PLC002709

Registered Office :

11/12 Sector E Sanwer Road Indore(M.P.) -452015

Our report of even date is to be read along with this letter.

1. Maintenance of secretarial record is the responsibility of the management of theCompany. Our responsibility is to express an opinion on these secretarial records based onour audit.

2. We have followed the audit practices and processes as were appropriate to obtainreasonable assurance about the correctness of the contents of the Secretarial records. Theverification was done on test basis to ensure that correct facts are reflected inSecretarial records. We believe that the processes and practices we followed provide areasonable basis for our opinion.

3. We have not verified the correctness and appropriateness of financial records andBooks of Accounts of the Company.

4. Where ever required we have obtained the Management representation about thecompliance of laws rules and regulations and happening of events etc.

5. The compliance of the provisions of Corporate and other applicable laws rulesregulations standards is the responsibility of management. Our examination was limited tothe verification of procedures on test basis.

6. The Secretarial Audit report is neither an assurance as to the future viability ofthe Company nor of the efficacy or effectiveness with which the management has conductedthe affairs of the Company.

For L.N. Joshi & Company
Company Secretaries
Place : Indore L.N. Joshi
Dated : 13th August 2015 Proprietor
FCS: 5201; C P No 4216

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