The Members Bacil Pharma Limited
Your Directors have pleasure in presenting Thirty Third Annual Report together with theAudited Accounts of the Company for the year ended 31st March 2020.
|PARTICULARS ||2019-2020 ||2018-2019 |
|Profit/ (Loss) for the year before providing Depreciation ||(30.74) ||(33.44) |
|Less: Depreciation ||0.82 ||0.91 |
|Profit/(Loss) after providing Depreciation and Before T ax ||(31.56) ||(34.35) |
|Current Tax ||-- ||-- |
|Deferred Tax ||0.04 ||(0.11) |
|Profit/(Loss) from ordinary activities after Tax ||(31.52) ||(34.24) |
|Comprehensive Income ||(28.47) ||(0.26) |
|T ax relating to such income ||7.59 ||1.92 |
|Profit/(Loss) for the Period ||(52.41) ||(32.58) |
In view of accumulated losses your Directors did not recommend any dividend for itsequity shareholders.
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.
Disposal of Assets:
As informed earlier and as you are aware regarding sale/dispose/lease of Assets of theCompany the Management had initiated steps to dispose-off the Assets of the Company andhas agreed to sale the assets viz Leasehold Land Building Plant & Machinery andother Equipments on "as is where is basis" for a lump sum consideration of Rs.250 Lakhs to M/s. Swastik Dying & Printing Mills of Ichalkaranji Kolhapur. TheCompany has received part advance payment and the balance amount to be received on signingof the final agreement subject to adjudication by the concerned registration authority.The final and binding agreement shall be entered into and registered in due course oftime.
The Company has recently received adjudication order from Adjudication & StampCollection Ratnagiri Maharashtra and the agreement will be registered soon to affect thetransfer.
Impairment of Assets:
As earlier informed that the Management was of the view that there will be substantialamount of loss due to impairment of the Assets i.e. Plant & Machinery equipments andFactory Building on account of continuation corrosion and rusting due to unit beingsituated in Chemical Zone and non use of these assets even though all steps are taken byManagement for upkeep of the same. Estimated loss of Rs. 36947737/- on account ofdiminution in the value of fixed assets held for sale including share issue expenses isprovided in the books of accounts as exceptional item the same will be accounted on sale/ disposal of assets held for sale after signing and registration of final and bindingagreement with the party.
Your Company has not accepted any deposits within the meaning of Section 73 of theCompanies Act 2013 and the Companies (Acceptance of Deposits) Rules 2014.
T ransfers to Reserves:
In view of accumulated losses the Company was not required to transfer any amount tothe Reserves.
Details of Subsidiary/ Joint Venture/ Associates Company:
Pursuant to provisions of Companies Act 2013 Company does not have any Subsidiary/Joint Venture and Associate Companies.
Impact of Covid-19 pandemic:
The outbreak of COVID-19 was declared as a pandemic by the World Health Organizationwhich has infected millions number of people globally. Covid-19 is seen having anunprecedented impact on people and economies worldwide.
The spread of COVID-19 pandemic affected activities of businesses across the globe. Inmany countries including India there has been severe disruption to regular businessoperations due to lock-downs disruptions in transportation travel bans quarantinessocial distancing and such other emergency measures. In assessing the recoverability ofreceivables inventories loans and other financial assets the Company has consideredinternal and external information up to the date of approval of the financial statements.Considering the uncertainties involved in estimating the impact of this pandemic thefuture impact of this pandemic may be different from those estimated as on the date ofapproval of these financial statements.
We are closely monitoring the situation and will take all necessary actions as may berequired in the interest of all stakeholders. The Company is following GovernmentDirectives regarding health and safety of all employees and has already adopted thepractice of work from home for its employees in order to minimize the risk and contain thespread of COVID-19. In the operations focus is being maintained on social distancing andhygienic practices for the safety of the people.
The paid up equity capital as on March 31 2020 was Rs. 58900000/- The Company hasnot bought back any securities or issued any Sweat Equity shares or bonus shares orprovided any stock option scheme to employees during the year under review.
Extract of Annual Return:
The extract of Annual Return in format MGT - 9 for the Financial Year 2019-20 hasbeen enclosed with this report as Annexure I. Number of Board Meetings:
During the Financial Year 2019-20 five meetings of the Board of Directors of thecompany were held. The date of the meetings of the board held is as under-
|Sr. No. ||Date of Meeting ||T otal strength of the Board ||No. of Directors Present |
|01 ||22nd May 2019 ||4 ||3 |
|02 ||14th August 2019 ||4 ||4 |
|03 ||30th August 2019 ||4 ||3 |
|04 ||14th November 2019 ||4 ||3 |
|05 ||08th February 2020 ||4 ||4 |
Independent Directors' Meeting:
During the year under review Independent Directors met on 08th February 2020inter-alia to discuss:
? Evaluation of the performance of Non-Independent Directors and the Board as whole.
? Evaluation of the performance of the Chairman of the Company taking into account theviews 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 Loan Guarantee/Security/ Investments covered under section 186 ofThe Companies Act 2013 as attached in the financial statement and notes there under.
Particulars of Contracts or Arrangements with Related Parties:
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:
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 System:
The Company has proper and adequate internal control systems commensurate with thenature of its business and size and complexity of its operations. Internal controlsystems comprising of policies and procedures are designed to ensure reliability offinancial reporting timely feedback on achievement of operational and strategic goalscompliance with policies procedure applicable laws and regulations and all assets andresources are acquired economically used efficiently and adequately protected.
Details of Directors and Key Managerial Personnel:
|Sr. ||Name and Address ||Designation ||Date of Appointment ||DIN |
|1. ||Mr. Manmohan Singh Ghildyal ||Manager ||10/06/2002 ||AFVPG9931N |
|2. ||Mr. Prakash Shah ||Director ||09/08/1990 ||01136800 |
|3. ||Dr. Sneha Shah ||Director ||31/03/2015 ||07303755 |
|4. ||Mr. Shirish Suryakant Shetye ||Independent Director ||25/03/2003 ||00148086 |
|5. ||Mr. Lalit Jain ||Independent Director ||24/02/2012 ||07619530 |
|6. ||Mr. Jayesh Ramchandra Patil ||CFO ||31/03/2015 ||ATPPP3597F |
|7. ||Shweta Motwani ||Company Secretary ||29/03/2019 Resigned w.e.f. 28/04/2020 ||DJCPM3839M |
In accordance with the provisions of the Act and the Articles of Association of theCompany Dr. Sneha Shah (DIN: 07144208) is liable to retire by rotation and being eligibleoffers herself for re-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 Regulations of the 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 relating to Remuneration of Employees:
1. None of the Directors receive any remuneration nor receive any sitting fees.
2. During the Financial Year the percentage increase in remuneration of Directors andKey Managerial Personnel is as follows:
|Name of the Director ||Designation ||Percentage Increase/decrease in the remuneration |
|Mr. Jayesh Patil ||CFO ||25 |
|Mr. Man Mohan Childyal ||Manager ||NIL |
|Ms. Shweta Motwani (Resigned w.e.f. 28th April 2020) ||Company Secretary and Compliance officer ||NIL |
3. As on 31st March 2020 there were a total of 3 employees on the pay roll of theCompany.
4. It is affirmed that the remuneration is as per the remuneration policy of thecompany.
5. The Company do not have any Holding or Subsidiary Company and None of the Directorsof the Company are the Managing Director or Whole Time Director in the Associate Company.
The Audit Committee comprises of Independent Non-Executive Directors namely Mr. ShirishS. Shetye as Chairman and Mr. Lalit Jain as member and Non-Executive Director Mrs. SnehaShah as member. During the year 2019-20 the Audit Committee had 4 meetings.
Recommendations if any made by the Audit Committee were accepted by the Board.
Nomination & Remuneration Committee &Policy:
In compliance with section 178 of the Act the Board has constituted "Nominationand Remuneration Committee" which comprises Independent Non-executive Directorsnamely Mr. Shirish S. Shetye as Chairman and Mr. Lalit Jain as Member and Non-ExecutiveDirector Mrs. Sneha Shah as member. During the year 2019-20 the Nomination &Remuneration Committee had one meeting.
The Board has framed a policy for selection and appointment of Directors SeniorManagement and their remuneration.
Stakeholders Relationship Committee:
This Committee comprises of Independent Non-Executive Directors Mr. Shirish S. Shetyeas Chairman and Mr. Lalit Jain as Member and Non-Executive Director Mrs. Sneha Shah asmember. During the year ended 31st March 2020 Stake holder Relationship Committee hadfour meetings.
The Company during the year had not received any complaint and there were no pendingcomplaint as on March 31 2020.
Transfer of amounts of unpaid dividend to investor education and protection fund:
There are no amounts due and outstanding to be credited to investor Education andProtection Fund as 31st March 2020.
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.
Corporate Social Responsibility Initiatives:
As the Company does not fall under the Class of Companies as prescribed under Section135 of Companies Act 2013 and Rules made thereunder therefore the provisions related toCorporate Social Responsibility is not applicable to the Company.
Code for prevention of insider trading:
The Company has adopted a Code of Conduct for Prevention of Insider Trading with a viewto regulate trading in securities by the Directors and designated employees of theCompany. The Code requires preclearance for dealing in the Company's shares and prohibitsthe purchase or sale of Company shares by the Directors and the designated employees whilein possession of unpublished price sensitive information in relation to the Company andduring the period when the Trading Window is closed. The Board is responsible forimplementation of the Code. All Board Directors and the designated employees haveconfirmed compliance with the Code.
Significant and material orders passed by the regulators or courts:
There are no significant and material orders passed by the Regulators / Courts whichwould impact the going concern status of the Company and its future operations.
Risk management policy:
The Board has adopted risk Management policy for ensuring the orderly and efficientconduct of its business including adherence to company's policy safeguarding of itsassets Prevention detection fraud and error etc.
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 in Auditors Report as per Second proviso of Section 143 (12) of theCompanies Act 2013:
No Fraud reported / observed in Audit Report during the financial year 2019 -20.
The auditors M/s Laxmikant Kabra & Co. Chartered Accountants Thane were appointedas Statutory Auditors of the Company for the period of five consecutive years inaccordance with the provisions of the Companies Act 2013 at the conclusion of the AnnualGeneral Meeting held on 29th September 2017 till the conclusion of Annual General Meetingto be held in the calendar year 2022. In terms of provisions of section 139 (1) theappointment of M/s Laxmikant Kabra & Co. Chartered Accountants as statutory auditorsof the Company for the term of 5 Y ears.
The observation made in the Auditors Report read together with relevant notes thereonare self-explanatory and hence do not call for any further comments under Section 134 ofthe Companies Act 2013.
The Report of M/s Laxmikant Kabra & Co. for the financial year 2019-20 do notcontain any qualifications observations or comments on the Financial transactions ormatters which have any adverse effect on the functioning of the Company.
Secretarial Audit Report:
A Secretarial Audit was conducted during the year by the Secretarial Auditor M/s PoojaGandhi &Co. Practicing Company Secretaries Mumbai in accordance with Provisions ofSection 204 of the Act. The Secretarial Auditors Report is attached as Annexure II andforms part of this Report.
The Secretarial Auditors have in their report observed as follows:
Non-Compliance with regulation 31(2) regarding the entire promoter & 50%public shareholding in Dematerialized form.
Non-appointment of Company Secretary after 28th April 2020 andFinancial Statements are not signed by Company Secretary.
In respect of the above observations the Board clarifies as follows:
The Company has 99.35 % shareholding of the promoter holding in dematerializedForm and dematerialization of the remaining
0.65% shares is under process and the Company is sending regular notice to promoters& public shareholders to hold shares in dematerialized mode.
The Company Secretary has resigned w.e.f 28th April 2020. In thisconnection it is to inform that post resignation of existing Company Secretary due to herpersonal reason the Company is in search of suitable candidate to fill the casualvacancy.
Further Post closing of Financial Year due to spread of COVID-19 pandemic affectedavailability of working professionals. There has been severe disruption to find a suitablecandidate due to lock-downs disruptions in transportation travel bans quarantinessocial distancing and such other emergency measures. Hence the Company could not find anysuitable candidate for the post of Company Secretary yet. As soon as the Company find asuitable candidate the appointment will be made.
Requirements for Appointment of Cost Auditors are not applicable to the company.
The Company's equity shares are listed at BSE Limited vide scrip code 508867 and theAnnual Listing Fees for the year 2019-20 has been paid.
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 March2020 the applicable Ind-AS had been followed along with proper explanation relating tomaterial departures;
b) The directors had selected such accounting policies and applied them and madejudgments and estimates that are reasonable and prudent s> true and fair view of thestate of affairs of the Company as at 31 st March 2020.
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.
f) The proper internal financial controls are in place and that such internal financialcontrols are adequate and are operating effectively.
g) The Directors have devised proper systems to ensure compliance with the provisionsof all 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
| ||For and on behalf of the Board of Directors |
| ||Bacil Pharma Limited |
| ||Mr. Prakash Shah ||Mr. Shirish Shetye |
| ||Sd/- ||Sd/- |
|Place: Mumbai ||Director ||Director |
|Date: 31st August 2020 ||DIN - 01136800 ||DIN -00148086 |