To The Members Bacil Pharma Limited
Your Directors have pleasure in presenting Thirty Second Annual Report together withthe Audited Accounts of the Company for the year ended 31st March 2019.
Other Income during the year of Rs. 941001/- as compared to Rs. 27 41335/- in theprevious year. The net loss incurred during the year is Rs. 3423420/-.In absence of anyprofits the Directors are not recommending any dividend.
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 Board of Director is under process to formulateplan to conduct future business activities.
Dispose of Assets
As informed in the previous Year and as you are aware that the consent of shareholderswas obtained through postal ballot dated 27th April 2017 to Sale/dispose or lease theassets of the Company The Management had initiated steps to dispose-off the Assets of theCompany and has agreed to sale the assets viz Leasehold Land Building Plant &Machinery and other Equipments on as is where is basis for a lump sumconsideration of Rs. 250/- Lakhs to M/s Swastik Dying & Printing Mills ofIchalkaranji Kolhapur. The Company has received part advance payment and the balanceamount to be received on signing of the final agreement subject to adjudication by theconcerned registration authority. The final and binding agreement shall be entered intoand registered in due course of time. The Company has recently received adjudication orderfrom Adjudication & Stamp Collection Ratnagiri Maharashtra and the agreement will beregistered soon to affect the transfer.
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.
The paid up equity capital as on March 31 2019 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 2018-19 has beenenclosed with this report.
Number of Board Meetings
During the Financial Year 2018-19 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 ||Total strength of the Board ||No. of Directors Present |
|01 ||28 May 2018 ||4 ||4 |
|02 ||14 August 2018 ||4 ||3 |
|03 ||14 November 2018 ||4 ||4 |
|04 ||14 February 2019 ||4 ||3 |
|05 ||29 March 2019 ||4 ||3 |
Independent Directors' Meeting
During the year under review Independent Directors met on 14th February 2019inter-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 information betweenthe 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 explained 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. All related party transactions that were entered into during thefinancial year were on an arm's length basis. All the related party transactions arepre-approved by the Audit Committee. In view of this disclosure in form AOC-2 has notbeen provided as the same is not applicable to the Company. The details of the transactionwith Related Party are provided in the accompanying financial statement.
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
Adequate internal controls systems and checks are in place commensurate with thesize of the Company and the nature of its business. The management exercises financialcontrol on the Company's operations through monitoring and standard operating procedures.
Details of Directors and Key Managerial Personnel
|Sr. ||Name and Address ||Designation ||Date of Appointment ||DIN |
|1. ||Mr. Shirish Suryakant Shetye ||Independent Director ||25/03/2003 ||00148086 |
|2. ||Mr. Prakash Shah ||Director ||09/08/1990 ||01136800 |
|3. ||Mr. Lalit Jain ||Independent Director ||24/02/2012 ||00941024 |
|4. ||Dr. Sneha Shah ||Director ||31/03/2015 ||07144208 |
|5. ||Mr. Manmohan Singh Ghildyal ||Manager ||10/06/2002 ||AFVPG9931N |
|6. ||Mr. Jayesh Ramchandra Patil ||CFO ||31/03/2015 ||ATPPP3597F |
|7. ||Shweta Motwani ||Company Secretary ||29/03/2019 ||DJCPM3839M |
In accordance with the provisions of the Act and the Articles of Association of theCompany Mr. Prakash Bhoorchand Shah is liable to retire by rotation and being eligibleoffers himself for re-appointment.
Ms. Shweta Motwani was appointed as Company Secretary & Compliance Officer of thecompany w.e.f 29th March 2019
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 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) and Non-Executive Directors Mr. Prakash B. Shah and Mr. Lalit Jain as members.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 Non-executive Directors namely Mr.Shirish S. Shetye (Chairman) and Non-Executive Directors Mr. Prakash B. Shah and Mr.LalitJain as members.
The Board has framed a policy for selection and appointment of Directors SeniorManagement and their remuneration.
Stakeholders Relationship Committee
This Committee comprises of Mr Shirish S. Shetye (Chairman) and Non-ExecutiveDirectors Mr. Prakash B. Shah and Mr. Lalit Jain as members. During the year ended 31stMarch 2019 Investor Grievance Committee had four meetings. The Company during the yearhad not received any complaint and there were no pending complaint as on March 31 2019.
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 2019.
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 2018 -19.
AUDITORS Statutory Auditors
The auditors M/s Laxmikant Kabra & Co. Chartered Accountants Mumbai wereappointed as 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 previousAnnual General Meeting held on 29th September 2017. In terms of provisions of section 139(1) the appointment of M/s Laxmikant Kabra & Co. Chartered Accountants as statutoryauditors of the Company for the term of 5 Years.
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.
Secretarial Audit Report
A Secretarial Audit was conducted during the year by the Secretarial Auditor M/sAmruta Kothari & Associates Practicing Company Secretaries Thane in accordance withProvisions of Section 204 of the Act. The Secretarial Auditors Report is attached asAnnexure II and forms part of this Report.
Neither the audit report issued by Laxmikant Kabra & Co. nor the Secretarial auditreport issued by Amruta Kothari & Associates for the financial year 2018-19 containany qualifications observations or comments on financial transactions or matters whichhave any adverse effect on the functioning of the Company. The Secretarial Auditorshowever have in their report observed as follows:
|Sr. No. ||Observation ||Reply |
|1. ||Non-Compliance with regulation 31(2) regarding to the promoter shareholding in Dematerialized form and less than 50% public holding is in dematerialized form. ||The Company is under process to dematerialize the shares. |
Requirements of Appointment of Cost Auditors of the company are not applicable to thecompany.
The Company's equity shares are listed at BSE Limited vide scrip code 524516 and theAnnual Listing Fees for the year 2018-19 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 March2019 the applicable Ind-AS had been followed along with proper explanation relating tomaterial departures;
The directors had selected such accounting policies and applied them and made judgmentsand estimates that are reasonable and prudent so as to give a true and fair view of thestate of affairs of the Company as at 31st March 2019.
b) 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;
c) The directors had prepared the annual accounts on a going concern basis;
d) The directors had devised proper systems to ensure compliance with the provisions ofall applicable laws and that such systems were adequate and operating effectively.
e) The proper internal financial controls are in place and that such internal financialcontrols are adequate and are 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.
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 |
|Place: Mumbai ||Director ||Director |
|Date: 30th August 2019 ||DIN 01136800 ||DIN 00148086 |