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Bilcare Ltd.

BSE: 526853 Sector: Industrials
NSE: N.A. ISIN Code: INE986A01012
BSE 00:00 | 22 Oct 70.90 -3.30
(-4.45%)
OPEN

76.00

HIGH

76.00

LOW

70.50

NSE 05:30 | 01 Jan Bilcare Ltd
OPEN 76.00
PREVIOUS CLOSE 74.20
VOLUME 32927
52-Week high 119.25
52-Week low 38.55
P/E
Mkt Cap.(Rs cr) 167
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 76.00
CLOSE 74.20
VOLUME 32927
52-Week high 119.25
52-Week low 38.55
P/E
Mkt Cap.(Rs cr) 167
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Bilcare Ltd. (BILCARE) - Director Report

Company director report

To

The Members

Your Directors are pleased to present the 33rd Annual Report and the AuditedStatements of Account for the year ended 31st March 2020.

Performance of the Company and State of Company's Affairs

The Company's financial performance for the year ended 31 March 2020 as per Ind AS issummarised below:

INR in Crs

Particulars Standalone Consolidated
2019-20 2018-19 2019-20 2018-19
Revenue from Operations including other income 225.86 246.36 1923.88 3057.26
Profit/ (Loss) before Interest Depreciation Tax and Exceptional Items 6.51 6.51 142.31 228.69
Profit/ (Loss) before Tax (126.56) (314.07) (113.65) (432.51)
Tax Expense (incl. Deferred Tax) (24.23) 1.18 (14.62) 20.78
Profit/ (Loss) for the year (102.33) (315.25) (103.54) (455.08)
Non-controlling Interest -- -- 4.51 1.79
Profit/ (Loss) for the year (102.33) (315.25) (99.03) (453.29)

Management Discussion and Analysis

As required by Regulation 34(2) of the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 (Listing Regulations) a Management Discussion andAnalysis Report is part of this Report.

The state of the affairs of the business along with the financial and operationaldevelopments has been discussed in detail in the Management Discussion and AnalysisReport.

Directors & Key Managerial Personnel (KMP)

The following changes have been made to the Board of Directors & Key ManagerialPersonnel (KMP) of the Company during the year:

Mrs. Alka Sagar is appointed as an Additional Woman Independent Director of the Companyw.e.f. 12th February 2020. Necessary resolutions seeking approval of members of theCompany for regularization of appointment of Mrs. Alka Sagar as Woman Independent Directorwill be set out in the Notice convening the ensuing Annual General Meeting.

Ms. Madhuri Vaidya was appointed as an Additional Woman Independent Director of theCompany effective 15th June 2019 has resigned from the Board of Directors w.e.f. 12thFebruary 2020. The Board expressed and took on record its deep appreciation of theservices rendered by Ms. Madhuri Vaidya during her tenure as a Director of the Company.

Mr. D.K. Sharma has resigned as the Chief Financial Officer of the Company with effectfrom 12th February 2020.

Changes in Directors & KMP after the Balance Sheet date:

The following changes have been made to the Board of Directors and KMP of the Company.

Mr. Rahul Chouhan and Mr. Ashwani Singh were appointed as Additional IndependentDirectors of the Company effective from 31st August 2020.

Mr. Nilesh Tiwari was Appointed as the Chief Financial Officer of the Company witheffect from 23rd June 2020

Declaration from Independent Directors

The Company has received declarations from all the Independent Directors of the Companyconfirming that they meet with the criteria of independence as prescribed both under subsection (6) of Section 149 of the Companies Act 2013 and under SEBI Listing Regulations.

Extract of Annual Return

As per the requirements of Section 92(3) of the Act and Rules framed thereunder theextract of the annual return for FY-2019-20 is available on the website of the company atwww.bilcare.com.

Number of Meetings of the Board

During the Financial Year 2019-20 Ten (10) Board Meetings were held details of whichare given in the Corporate Governance Report section.

Directors' Responsibility Statement

Pursuant to the requirement under the Section 134(5) of the Companies Act 2013 withrespect to the Directors' Responsibility Statement it is hereby confirmed that:

a. in the preparation of the annual accounts for the financial year ended 31 March2020 the applicable accounting standards had been followed and there are no materialdeviations from the same;

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 31 March 2020 and of the loss ofthe Company for the year ended on that date;

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 accounts for the financial year ended 31 March 2020 have been prepared 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 directors had laid down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and were operatingeffectively.

Particulars of Loans Guarantees and Investments under section 186 of the CompaniesAct 2013

Particulars of Loans guarantees and investments form part of the notes to thefinancial statement provided in this Annual Report.

Contracts and Arrangements with Related Parties

During the year the Company has 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. All contracts/arrangements/ transactions entered by the Company with related parties were in theordinary course of business and on an arm's length basis. Such transactions form part ofthe notes to the financial statements provided in this Annual Report. Accordingly thedisclosure of RPTs as required under the provisions of Section 134 of the Companies Act2013 read with Rule 8(2) of the Companies (Accounts) Rules 2014 in Form AOC-2 is notapplicable.

The Policy on materiality of related party transactions may be accessed on theCompany's website at www.bilcare. com.

Amount Transfer to Reserves

In absence of profits your Board of Directors do not propose to transfer any amount tothe reserves.

Dividend

In absence of profits your Board of Directors do not recommend any Dividend for thefinancial year ended 31 March 2020.

Conservation of Energy Technology Absorption and Foreign exchange earnings & outgo

A Conservation of Energy

i. Steps taken for Conservation of Energy:

Bilcare Focused on Energy conservation measures and successfully implemented asfollows:

• The effort to maintain the electrical power factor to unit was sustained andthis has resulted in savings of Rs. 19.50 lakhs per annum with nil capital investment.

• Optimization of chiller capacity & usage of cooling towers instead ofchillers during the winter season has given a saving in electricity consumption of Rs.9.50 lakhs per annum.

ii. The Capital investment on energy conservation equipment: Nil

B Technology Absorption Adaptation and Innovation

Company continued its innovations with R&D activities and was not only able tocater to breakthrough solutions but also added newer dimensions to existing offerings inconverting the superior process capability achieved in terms of cost effectiveness. Theefforts made towards technology absorption include:

• Company developed Polyolefinic based Venus that will have excellent drawabilitywhich will help in reducing surface area to form cavity vis a vis the conventional CFB.Two highest selling brands from Multivitamin and Ranitidine formulation being studied fortheir compatibility in Venus Elite and found satisfactory results. Based on these resultscommercial discussion is going on for launching of these products In Venus Elite same willbe done with other similar brands.

• Company is developing process of getting 4 GSM coating of water based heat seallacquer in one pass. This will help to increase the production capacity by sparing thecapacity of heat seal lacquer coating machine.

• Company commercially supplied developed peelable type CR foil to biggestcustomer to cater it in US market.

• Company successfully launch next anti -counterfeit version of Bilcare Patina toits Bilcare Protect. This product has more complicated overt feature that is difficult forcopying few brands have already converted in Protect and could restrict theircounterfeiting in market.

• Company developed transparent peel type lidding foil for healthcare packagingand it has been commercialized after successful extensive machine trials Productstability and validations for one of the leading pharma health care company.

• Company developed high barrier thermoforming film which is under stability studyat various customers and feedback awaited. • Company developed suppository film andbag customers from AMESA region.

• Company developed and commercialized thermoformed barrier suppository filmsample in AMESA region.

• Company developed Nitrocellulose free overprint varnish and ink and given to thevarious customer for validation.

• Company developed various 4 and 3 ply laminate some are paper based laminates inroll as well as for pouching application in pharmaceutical packaging.

• Company considering the continual improvement process has successfully done themodification in the process of making high thickness polyester based high barrier film forhealthcare packaging for Europe which results in improving the quality of the product andreducing the wastage percentage.

• Company has done the modification in the chilling process of the duplexlaminator which helps in reducing the blocking of the PVC film after off line primercoating which results in reducing the wastage percentage and improving the productivityand quality of the product. • Company has successfully done the modification in theTriplex laminator machine which helps in improving the quality of the final product andsatisfying the customer.

During the financial year the Company filed 2 new patent applications related to itsinnovative products and 1 patent applied earlier was granted.

Expenditure on Research & Development

Particulars Rs. in Crores
Capital --
Recurring 1.57
Total 1.57

R&D expenditure as a percentage of total turnover 0.69%

On a consolidated basis total R&D expenditure as a percentage of consolidatedturnover is 0.12%

C Foreign Exchange Earnings & Outgo

Particulars Rs. in Crores
Foreign exchange earned 63.11
Foreign exchange outgo 47.18

CORPORATE SOCIAL RESPONSIBILITY (CSR)

The Company has Corporate Social Responsibility Policy as per the Provisions ofCompanies Act 2013 and Rules made thereunder and is available on the website of theCompany.

The Annual Report on CSR acclivities is annexed as Annexure "A".

Audit Committee

The audit committee comprises of Mr. Surendranath Gupte (Chairman of the Committee)Mr. Rajesh Devene and Mr. Mohan H. Bhandari as members. All the recommendations made bythe committee were accepted by the Board.

Board Evaluation

Pursuant to the provisions of the Companies Act 2013 and Securities and Exchange Boardof India (Listing Obligations and Disclosure Requirements) Regulations 2015 ("SEBIListing Regulations") the Board has carried out an annual performance evaluation ofits own performance the Directors individually as well as the evaluation of the workingof its Committees. Performance evaluation has been carried out as per the Nomination andRemuneration Policy.

Independent Directors' Meeting

In accordance with the provisions of Schedule IV (Code for Independent Directors) ofthe Companies Act 2013 and SEBI Listing Regulations a meeting of the IndependentDirectors of the Company was held on 12th February 2020 without the attendance ofNon-Independent Directors and Members of the Management.

Information about Subsidiary/JV/ Associate Company

Consolidated Financial Statements of the Company are inclusive of the results of allthe subsidiaries. Further a statement containing the particulars for each of thesubsidiaries is also enclosed. Copies of annual accounts and related information of allthe subsidiaries can be sought by any member of the Company by making a written request tothe Company Secretary at the Registered Office of the Company. Above information isavailable for inspection at the Registered Office & on website of the Company. Astatement containing the salient features of the financial statement of the subsidiariesin the prescribed format is presented in a separate section forming part of the financialstatement. The Policy for determining 'Material' subsidiaries has been displayed on theCompany's website at www.bilcare.com.

Post Divestment as on 8th November 2019 Company has four wholly ownedsubsidiaries viz. Bilcare Mauritius Ltd. Mauritius Bilcare Technologies Singapore Pte.Ltd.Singapore Bilcare GCS Limited UK and Bilcare GCS Inc. USA. Caprihans IndiaLimited earlier a step down subsidiary has become a subsidiary of Bilcare MauritiusLimited.

Deposits

Given below are the details of deposits covered under Chapter V of the Companies Act2013:

The Company has not invited/accepted deposits from public/members during the year underreview.

As on 31st March 2020 deposits outstanding stood at Rs. 126.61 Crores.

Company is regular in payment of interest to deposit holders. Further the Company hasmade payment of matured & claimed deposit to the extent permitted by the liquidity.

Significant and Material Orders

There are no significant and material orders passed by the regulators or courts ortribunals impacting the going concern status and Company's operations in future.

Internal Financial Controls

The Company has in place adequate internal financial controls with reference tofinancial statements. During the year such controls were tested and no reportablematerial weaknesses in the design or operation were observed.

Vigil Mechanism

The Company has in place Whistle Blower Policy wherein the Employees/ Directors/Stakeholders of the Company are free to report any unethical or improper activity actualor suspected fraud or violation of the Company's Code of Conduct. This mechanism providessafeguards against victimization of Employees who report under the said mechanism. Duringthe year under review the Company has not received any complaints under the saidmechanism. Your Directors hereby affirm that no personnel has been denied access to theaudit committee. The Whistle Blower Policy may be accessed on the Company's website atwww.bilcare.com

Secretarial Standards Of ICSI

The Company is in compliance with relevant provisions of the Secretarial Standardsissued by The Institute of Company Secretaries of India.

Corporate Governance

A report on Corporate Governance is given in this Annual Report. The requisitecertificate from the Practicing Company Secretary confirming compliance with theconditions of corporate governance is attached to the report on Corporate Governance.

Auditors

Statutory Auditors

M/s. K. R. Miniyar & Associates Chartered Accountants are the Statutory Auditorsof the Company. The observations and comments given by the Statutory Auditors in theirreport read together with notes thereon are self explanatory & addressed by Board ofDirectors wherever required.

Cost Auditors

At the 32nd Annual General Meeting (AGM) held on 26 December 2019 M/s.Parkhi Limaye & Co. Cost Accountants (Firm Registration No: 000191) were appointed asCost Auditors of the Company for the financial year 2019-20 for conducting cost audit ofthe accounts maintained by the Company in respect of the various products prescribed underthe applicable Cost Audit Rules.

Secretarial Auditor

The Board has appointed M/s. Shekhar Ghatpande & Co Company Secretaries toconduct Secretarial Audit for the financial year 2019-20. The Secretarial Audit Report forthe financial year ended 31 March 2020 is annexed herewith marked as Annexure"B" to this Report.

Management's explanation to the observations and comments given by the Auditors

The Company has been through a restructuring phase over the last few years. As aresult the performance of the Company has remained almost the same level since last yearmainly due to working capital constraints. Even after having orders in hand the plant isrunning at a capacity level of 30-35%.

The Company due to financial stress could not comply with certain FD Compliances. TheRegistrar of Companies disqualified some of the Company's directors under section 164(2)of Companies Act 2013.

Company is regular in payment of interest to deposit holders. However the Company hasmade payment of matured & claimed deposit to the extent permitted by the liquidity.

The Company has appointed Mrs. Alka Sagar as the Woman Independent Director w.e.f 12thFebruary 2020. In Pursuant to Regulation 30 of SEBI (LODR) Intimation for her appointmentas Woman Independent Director was given to Bombay Stock Exchange immediately. However E-Form DIR-12 intimating her appointment to

the Registrar of Companies in compliance with Section 152(5) of the Companies Act2013 could not be processed with the Ministry of Corporate affairs (MCA) due to TechnicalIssue.

The Company has received a letter from SFIO under Section 212 of the Companies Act2013. The Company is attending to the same with appropriate advice from its Advocates.

Details in respect of fraud reported by auditors

During the year under review the Statutory Auditor and Secretarial Auditor have notreported any instances of frauds committed in the Company by its Officers or Employees tothe Audit Committee under Section 143(12) of the Act details of which needs to bementioned in this Report.

Particulars of Employees & Related Disclosures

Disclosure pertaining to remuneration and other details as required under Section197(12) of the Act read with Rules 5(1) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 forms part of the Annual Report. However as per theprovisions of Section 136(1) of the Act the Report and Accounts are being sent to themembers excluding the aforesaid information. Any member interested in obtaining suchparticulars may request for the same.

General

Your Directors state that no disclosure or reporting is required in respect of thefollowing items as there were no transactions on these items during the year under review:

1. Issue of equity shares with differential rights as to dividend voting or otherwise.

2. Issue of shares (including sweat equity shares) to employees of the Company underany scheme save and except ESOS referred to in this Report.

3. The Managing Director of the Company does not receive any remuneration or commissionfrom any of its subsidiaries except for professional services rendered from time to time.

Disclosure under the Sexual Harassment of Women at workplace (Prevention Prohibitionand Redressal) Act 2013

In terms of provisions of the Sexual Harassment of Women at Workplace (PreventionProhibition and Redressal) Act 2013 the Company has formulated a Policy to preventSexual Harassment of Women at Workplace.

Your Directors state that during the year under review there were no complaints filed& there were no complaints pending at the end of the year pursuant to the SexualHarassment of Women at Workplace (Prevention Prohibition and Redressal) Act 2013.

Acknowledgement

All other stakeholders

We thank our domestic and international customers vendors investors bankingcommunity and investment bankers for their continued support during the year.

Your Directors also wish to place on record their deep sense of appreciation for thecommitted services of the employees at all levels worldwide.

We thank the Governments of various countries where we have our operations and alsothank Central Government various State Governments and other Government agencies fortheir positive co-operation and look forward to their continued support in future.Finally we wish to express our gratitude to the members and shareholders for their trustand support.

For and on behalf of the Board of Directors

Mohan H. Bhandari

Chairman & Managing Director

Pune : 3rd September 2020

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